DIRECTORS' REPORT
Dear Members,
Restaurant Brands Asia Limited
Your Directors present the Thirteenth (13th Annual Report on the Company's
business and operations, together with the Audited Financial Statements for the financial
year ended March 31, 2026 and other accompanying reports, notes and certificates.
FINANCIAL HIGHLIGHTS AND PERFORMANCE
The financial highlights of the Company for the year ended March 31, 2026 are as
follows:
|
|
|
|
(Rs. in Million) |
Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Revenue from Operations |
22,717.23 |
19,677.59 |
28,226.40 |
25,507.20 |
Other Income |
727.76 |
238.93 |
486.18 |
311.65 |
Total Income |
23,444.99 |
19,916.52 |
28,712.58 |
25,818.85 |
Less: Cost of materials consumed |
7,034.15 |
6,355.13 |
9,399.53 |
8,911.72 |
Less: Employee benefit expenses |
3,560.66 |
2,988.99 |
4,866.58 |
4,311.48 |
Less: Finance cost |
1,687.99 |
1,411.42 |
1,893.78 |
1,608.89 |
Less: Depreciation and amortisation expenses |
2,806.97 |
2,546.28 |
3,893.76 |
3,714.81 |
Less: Other expenses |
8,726.32 |
7,490.48 |
1 0,677.69 |
9,599.89 |
Less: Exceptional item |
1,222.52 |
- |
22.52 |
- |
Loss before Tax Expense |
(1,591.40) |
(875.78) |
(2,041.28) |
(2,327.94) |
Less: Tax Expense (Current & Deferred) |
- |
- |
- |
- |
Loss for the year (1) |
(1,591.40) |
(875.78) |
(2041.28) |
(2,327.94) |
Total other comprehensive loss for the year, net of tax (2) |
(10.46) |
(19.81) |
(105.63) |
(22.44) |
Total comprehensive loss for the year, net of tax (1+2) |
(1,601.86) |
(895.59) |
(2,146.91) |
(2,350.38) |
Equity holders of the parent |
N.A |
N.A. |
(1,965.75) |
(2,184.16) |
Non-controlling interests |
N.A |
N.A. |
(181.16) |
(166.22) |
During the financial year 2025-26, the Company reported total income of Rs.23,444.99
million on standalone basis and Rs.28,712.58 million on a consolidated basis, increase of
17.72% on standalone basis and 11.21% on a consolidated basis from the financial year
2026-25 mainly on account of new restaurant additions and SSSG increase by 6.0% in India.
The total expenditure was Rs.23,813.87 million on standalone basis and Rs. 30,731.76
million on a consolidated basis, increase of 16.53% on standalone basis and 9.18% on a
consolidated basis from the financial year 2026-25. The Company's gross margin improved by
133 basis points on a standalone basis basis during the financial year 2025-26 at 69.06%
as compared to 67.70% in the financial year 2026-25. The Company's gross margin improved
by 166 basis points on consolidated basis during the financial year 2025-26 at 66.70% as
compared to 65.06% in financial year 2026-25.
The Company assessed recoverable value for the investment made in PT Sari Burger
Indonesia which represents a separate cash generating unit (CGU) for the Company as at
March 31, 2026. In view of cash losses incurred by the subsidiary and continued
underperformance against revenue & other key financial performance indicators of the
subsidiary in comparison to its Annual Operating Plan, the Company determined the 'Value
in use' using the Discounted Cash Flow (DCF) method. The 'Value in use' as per DCF method
was higher than the carrying value of the CGU of Rs.12,331.79 million. However, after
applying sensitivities to the valuation, the 'Value in use' was adjusted downwards to
Rs.11,131.79 million. Accordingly, the Company has recorded an impairment provision of
Rs.1,200.00 million in statement of Profit and Loss for the year ended March31,2026.
COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS
Restaurant Brands Asia Limited (the 'Company'/ 'RBA'l embarked on its journey in 2013
and is a prominent player in the Quick Service Restaurant (QSR'I 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, white leveraging the technical, marketing and operational expertise
associated with the global Burger King? brand. RBA through its subsidiaries in Indonesia
runs the master franchisee of the brand Burger King? and brand Popeyes?. It has
exclusive rights through its subsidiaries to develop, establish, operate and franchise
Burger King? and Popeyes? brand in Indonesia.
As of March 31, 2026, the Company had a widespread network of 581 Burger King?
restaurants, including 5 sub-franchisee restaurants in India.
A key focus of the business is promoting and maintaining operational quality, a
people-centric culture and an effective technology system that enables us to optimise the
performance of the restaurants and enhance customer experience, thus, offering and
contributing to the Company's growth.
The Company possesses following competitive strengths:
• Exclusive master franchise rights in India
• Strong customer proposition
• Brand positioning for 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 statute.
SHARE CAPITAL
(a) Authorized Share Capital
During the year under review, the Authorized Share Capital of the Company was increased
from:
i. Rs.600,00,00,000/- (Rupees Six Hundred Crore Only) divided into 60,00,00,000 (Sixty
Crore) Equity Shares of Rs.10/- each (Rupees Ten Only) to Rs.700,00,00,000/- (Rupees Seven
Hundred Crore Only) divided into 70,00,00,000 (Seventy Crore) Equity Shares of T10/- each
vide ordinary resolution passed by the Members of the Company at the Annual General
Meeting held on August 21, 2025 and;
ii. Rs.700,00,00,000/- (Rupees Seven Hundred Crore Only) divided into 70,00,00,000
(Seventy Crore) Equity Shares of Rs.10/- each to Rs.9,00,00,00,000/- (Rupees Nine Hundred
Crore Only) divided into 90,00,00,000 (Ninety Crore) equity shares of Rs.10/- each vide
ordinary resolution passed by the Members of the Company at the Extraordinary General
Meeting held on February 13, 2026.
As on March 31, 2026, the Authorized Share Capital of the Company is T9,00,00,00,000/-
(Rupees Nine Hundred Crore Only) divided into 90,00,00,000 (Ninety Crore) equity shares of
T1 0/- each.
(b) Issued, Subscribed and Paid-up Share Capital
During the financial year under review, the Company issued and allotted:
1) 8,08,322 equity shares of face value of T10/- each pursuant to exercise of stock
options granted by the Company in terms of the BK Employee Stock Options Scheme, 2015; and
2) As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the
Company is Rs. 5,82,87,62,870/- (Rupees Five Hundred and Eighty-Two Crore Eighty-Seven
Lakhs Sixty-Two Thousand Eight Hundred and Seventy Only) divided into 58,28,76,287
(Fifty-Eight Crores Twenty-Eight Lakhs Seventy-Six Thousand Two-Hundred and Eighty-Seven)
equity shares of T10/- each.
(c) Utilization of proceeds of Qualified Institutions Placement [‘QIP')
The Company raised T500 Crores through Qualified Institutions Placement ('QIP') on
March 26, 2025. As on March 31, 2026, there has been no deviation in the use of proceeds
of the QIP from the objects stated in the Offer document as per Regulation 32 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations'). The Company has been disclosing on a
quarterly basis to the Audit Committee, the uses/application of proceeds/funds raised from
QIP and the same is also filed with the Stock Exchanges on a quarterly basis, as
applicable. The details of utilization of proceeds is provided under the Corporate
Governance Report.
PREFERENTIAL ISSUE, OPEN OFFER AND CHANGE IN PROMOTER CONTROL OF THE COMPANY
The Company entered into a Securities Subscription Agreement dated January 20, 2026
("SSA") with Lenexis Foodworks Private Limited, Aayush AgrawalTrust, Inspira
Foodworks Private Limited and Mr. Aayush Madhusudan Agrawal (collectively referred to as
the "Acquirers") for raising of funds aggregating to approximately INR 1,500
Crores through preferential issue of equity shares and warrants at a price of INR 70/- per
share. The Shareholders, at the Extra-Ordinary General Meeting held on February 13, 2026,
approved the above transaction. The issue and allotment of the aforesaid securities remain
subject to receipt of requisite statutory and regulatory approvals.
Further, pursuant to the Share Purchase Agreement dated January 20, 2026
("SPA") executed amongst the Acquirers, Inspira Agro Trading LLC
("IATL") and the existing promoters of the Company (viz. QSR Asia Pte Ltd. and
F&B Asia Ventures (Singapore) Pte. Ltd.), the Acquirers and IATL propose to acquire
the entire shareholding of 11.26% from the existing promoters of the Company for
approximately INR4-60 Crores.
Pursuant to the above Preferential Issue and transfer of shares, the total shareholding
of the Acquirers and IATL will be approximately 35%.
The Acquirers have made an open offer for acquisition of up to 26% of the expanded
voting share capital of the Company at a price of INR 70/- per equity share. The open
offer process is subject to receipt of requisite statutory and regulatory approvals and is
currently underway.
Upon completion of the aforesaid transactions, the Acquirers and IATL shall acquire
control of the Company and be classified as promoters of the Company and existing
promoters shall ceased to be classified as promoter and member of promoter group.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Board of Directors on April 15, 2025 approved the shifting of registered office of
the Company from 'Unit nos. 1 003 to 1007, 10th Floor, Mittal Commercia, Asan Pada Road,
Chimatpada, Marol, Andheri (East), Mumbai-600059' to '2nd Floor, ABR Emerald,
Plot No. D-8., Street No.16, MIDC, Andheri (East), Mumbai-600093', with effect from April
16, 2025.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Re-appointment of Directors liable to retire by rotation
In accordance with the provisions of the Companies Act, 2013 ['the Act') and the
Articles of Association of the Company:
a) Mr. Rafael Odorizzi De Oliveira (DIN: 09692506), Non- Executive Director of the
Company, was due to retire by rotation at the 12"' Annual General Meeting and being
eligible, had offered himself for re-appointment. He was re-appointed at the Annual
General Meeting held on August 21, 2025.
b) Mr. Ajay Kaul (DIN: 00062135), Non-Executive Director of the Company, is liable to
retire by rotation at this 13th 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 13th
Annual General Meeting.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel I'KMP'I of the Company as per Section 2(51) and 203 of the
Act are as follows:
Name of the KMP |
Designation |
Mr. RajeevVarman |
Whole-time Director and Group Chief Executive Officer |
Mr. Sumit Zaveri* |
Group Chief Financial Officer and Chief Business Officer |
Mr. Arijit Datta** |
Chief Financial Officer |
Ms. Shweta Mayekar |
Company Secretary and Compliance Officer |
* Mr. Sunlit Zaven ceased to be Interim Chief Financial Officer of the Company with
effect from close of business hours of October 07, 2025. He continues to be the Group
Chief Financial Officer and Chief Business Officer of the Company.
**During the year under review, Mr. Anjit Datta was appointed as the Chief Financial
Officer of the Company with effect from October 08, 2025.
BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES Composition of Board of Directors
The composition of the Board of Directors as on March 31, 2026 was as follows:
Sr. No. |
Name of the Director |
Designation |
DIN |
1. |
Mrs. Tara Subramamam |
Chairperson and Independent Director |
07654007 |
2. |
Mr. RajeevVarman |
Whole-time Director and Group CEO |
03576356 |
3. |
Mr. Sandeep Chaudhary |
Independent Director |
06968827 |
4. |
Mr. Yash Gupta |
Independent Director |
00299621 |
5. |
Mr. Andrew Day |
Independent Director |
1071 2889 |
6. |
Mr. Amit Manocha |
Non- Executive Director |
01864156 |
7. |
Ms. Roshini Bakshi |
Non- Executive Director |
01 832163 |
8. |
Mr. Ajay Kaul |
Non- Executive Director |
00062135 |
9. |
Mr. Rafael Odorizzi De Oliveira |
Non- Executive Director |
09492506 |
Number of Board Meetings
During the financial year ended March 31, 2026, the Board of Directors met 8 (Eight)
times viz., on, May 06, 2025, May 19, 2025, July 31, 2025, October 07, 2025, October 30,
2025, January 20, 2026, February 03, 2026 and March 31,2026. The maximum interval between
any two meetings did not exceed 120 days.
Details of the meetings of the Board along with the attendance of the Directors therein
have been disclosed as part of the Report on Corporate Governance forming part of this
Annual Report.
Audit Committee
The details pertaining to the composition, terms of reference and other details of the
Audit Committee of the Board of Directors of your Company and the meetings thereof held
during the financial year are given in the Report on Corporate Governance forming part of
this Annual Report.
The recommendations of the Audit Committee in terms of its terms of reference were
considered positively by the Board of Directors of your Company from time to time during
the financial year.
Nomination and Remuneration Committee
The details including the composition, terms of reference of the Nomination and
Remuneration Committee and the meetings thereof held during the financial year and other
matters provided under Section 178(3) of the Act are given in the Report on Corporate
Governance forming part of this Annual Report.
Company's policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters
In accordance with the provisions of Section 134-(3)(e), sub section (3) and (4-1 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 https:// www.burqerkinq.in/investor-relations/disclosures-under- req u lat
ion-46-sebi-lodr/corpo rate-governance.
Other Committees
The details of other Committees of the Board are given under the Report on Corporate
Governance forming part of this Annual Report.
Declaration by Independent Directors
Pursuant to the provisions under Section 134131(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 https://
www.burqerkmq.in/mvestor-relations/disclosures-under-
requlation-46-sebi-lodr/corporate-qovernance/terms-and-
conditions-of-appointment-of-independent-director.
Annual Performance Evaluation of the Board
The Company has devised a policy for performance evaluation of its individual
directors, the Board and the Committees constituted by it, which includes criteria for
performance evaluation. In line with the requirements of the Act and SEBI Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
working of the Committees and the individual directors.
The performance of the Board was evaluated based on inputs received from all the
Directors after considering criteria such as Board's effectiveness in decision making, in
providing necessary advice and suggestions to the Company's management, etc.
A separate meeting of the Independent Directors was also held during the financial year
on February 03, 2026, for evaluation of the performance of the Non-Independent Directors,
the Board as a whole and that of the Chairperson.
The Nomination and Remuneration Committee has also reviewed the performance of the
individual directors based on their knowledge, level of preparation and effective
participation in meetings, contribution towards positive growth of the Company, etc.
Familiarization programme for Independent Directors
Towards familiarization of the Independent Directors with the Company, periodic
presentations are made to Independent Directors at various occasions including at the
Board and Committee meetings on business and performance updates of the Company, global
business environment, business strategy and risk involved including their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, changes in applicable corporate laws and related matters.
The details of such programmes for familiarisation of the Independent Directors with
the Company are available on the website of the Company at the web link https://
www.burqerkinq.in/investor-relations/disclosures-under-
requlation-46-sebi-lodr/corporate-qovernance.
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 14-8(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 orsuspected 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 httpsV/www.burqerkinq. in/investor-relations/disclosures-under-requlation-46-sebi-
(odr/corpo rate-governance.
Annual Return
As required under Section 92(3) of the Act, Annual Return is hosted on the website of
the Company at https://www. burqerkinq.in/investor-relations/disclosures-under- req
ulation-46-sebi -tod r/financia(s/annua(-reports.
Particulars of contracts or arrangements with related parties
All related party transactions entered into during the financial year under review were
approved by the Audit Committee, as required, from time to time and the same are disclosed
in the notes forming part of the financial statements provided in this Annual Report.
Further, in terms of the provisions of Section 188(1 ) of the Act read with the
Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/ arrangements/
transactions entered into by the Company with its related parties, during the financial
year under review, were:
• in "ordinary course of business" of the Company;
• on an "arm's length basis"; and
• not "material".
All transactions with related parties are in accordance with the policy on related
party transactions formulated by the Company. Accordingly, Form No. AOC-2, prescribed
under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies
(Accounts) Rules, 2014, for disclosure of details of related party transactions, which are
not at "arm's length basis" and also which are "material and at arm's
length basis", is not required to be provided as annexure to this Report.
Particulars of Loan, Guarantee, Security and Investments
Details of loans given, investments made or guarantees given or security provided, if
any, as per the provisions of Section 186 of the Act and Regulation 34(3) read with
Schedule V of the SEBI Listing Regulations are given in the notes forming part of the
financial statements provided in this Annual Report.
Deposits
The Company has not accepted any deposits from the public within the meaning of Section
73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
As the Company has not accepted any deposits during the financial year under review,
there has been no non-compliance with the requirements of Chapter V of the Act.
Risk Management Policy
The Company has a mechanism to identify and evaluate business risks and opportunities.
This mechanism seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage and helps in identifying risk
trends, exposure and potential impact analysis at a Company level as well as for different
business segments. The Company has a Risk Management Policy in place to identify, assess,
mitigate, monitor, and report the key risk categories (including Strategic, Financial,
Operational, Regulatory, Reputational, Third-party, Sustainability, Technological Risks)
on a periodic basis.
The Board has constituted a Risk Management Committee, to assist the Board with regard
to the identification, evaluation and mitigation of operational, strategic and external
risks. More details on risks and threats have been disclosed in the section
"Management Discussion and Analysis" forming an integral part of this Annual
Report. The Risk Management Policy of the Company can be accessed at https
://www.burqerkinq. in/invest or-re(ations/d isclosu res -under- regulation-46-sebi-
lodr/corporate-governance .
Internal Financial Control and their adequacy
Considering the size and nature of the business, presently adequate internal controls
systems with reference to financial statements are in place. However, as and when the
Company achieves further growth and higher level of operations, the Company will review
the internal control system to match the size and scale of operations, if required. The
Company has proper and adequate system of internal controls to ensure that all assets are
safeguarded and protected against unauthorized use or disposition and that the
transactions are authorised and recorded correctly.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy |
Using energy efficient equipments for its business operations is core
to the Company's business philosophy. The Company sources all the assets like Air
Conditioners, fryers etc. that ensures optimal consumption of energy. Further, the Company
has introduced new cooking platforms that are specifically designed for the Indian market
that has substantially reduced consumption of cooking gas and electricity across its
restaurants. |
(ii) The steps taken by the company for utilising alternate sources of
energy |
Enabling solar energy adoption across stores through installation of
Open Access Solar and Roof Top Solar Panels at the stores. |
(iii) The capital investment on energy conservation equipments |
Nil (with respect to the initiatives described in (i) and (ii) above
the company has made capital investments of approximately Rs. 330 Million.) |
(B) Technology absorption |
|
i) The efforts made towards technology absorption |
The Company has implemented an omni-channel digital platforms
including self-ordering kiosks, BK APP and QR codebased table ordering systems to improve
customer convenience and operational efficiency. |
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution |
The Company has improved efficiencies and optimized cost |
(in) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- |
N.A. |
a. The details of Technology imported; |
|
b. The year of Import; |
|
c. Whether the technology been fully absorbed; |
|
d. If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and |
|
(iv) The expenditure incurred on Research and Development. |
Nil |
(C) Foreign Exchange Earnings and Outgo |
|
Foreign Exchange Earnings by the Company |
Nil |
Foreign Exchange Expenditure by the Company during the FY 2025-26 (
Rs. in Million) |
1,050.23 |
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, 11 complaints with respect to sexual harassment
were received and resolved by the Committee and there were no complaints pending for more
than 90 days.
There were no unresolved complaints at the end of the financial year under review.
Material Changes and commitments affecting the financial position of the Company
Except as disclosed in this report, no material changes and commitments which could
affect the Company's financial position, have occurred between the end of the financial
year of the Company and date of this report.
Details in respect of frauds reported by Auditors
During the financial year under review, no instances of frauds were reported by the
Auditors under Section 14-3(12) of the Act.
Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future
During the financialyear 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 financialyear under review.
Subsidiaries, Joint Ventures or Associate Companies and Consolidated Financial
Statements
A. PT Sari Burger Indonesia t‘BK Indonesia )
The Company holds 88.80% stake in BK Indonesia. It is the material subsidiary of the
Company. BK Indonesia is the master franchise of the Burger King? brand in Indonesia. It
has exclusive rights to develop, establish, own, operate and franchise Burger King?
branded restaurants in Indonesia. As on March 31, 2026, BK Indonesia has 137 restaurants.
BK Indonesia generated revenue of Rs. 6,887.19 million during the financialyear
2025-26, decrease of 6.16% from the financial year 2026-25. BK Indonesia incurred a loss
of Rs.1,091.33 million during the financial year 2025-26.
B. PT Sari Chicken Indonesia
PT Sari Chicken Indonesia is a wholly owned subsidiary of BK Indonesia, subsidiary of
the Company. PT Sari Chicken Indonesia, has exclusive master franchise and development
rights in Indonesia to develop, establish, own, operate, and to grant franchises of
Popeyes? restaurants in Indonesia. As on March 31, 2026, it has 25 restaurants.
Popeyes? brand was founded in New Orleans in 1972. Popeyes? has more than 50 years of
history and culinary tradition. Popeyes? distinguishes itself with a unique New Orleans
style menu featuring spicy chicken, chicken tenders and other regional items. The chain's
passion for its Louisiana heritage and flavourful authentic food has allowed Popeyes? to
become one of the world's largest chicken quick service restaurants with over6,900
restaurants in the U.S. and around the world.
PT Sari Chicken Indonesia generated revenue of Rs.621.98 million during the financial
year 2025-26, decrease of 16.95% from financial year 2026-25. It incurred a loss of
Rs.633.22 million during the financial year 2025-26.
The consolidated financial statement is also being presented in addition to the
standalone financial statements of the Company in this Annual Report.
The performance and financial position of the subsidiaries is also given in Form AOC-1
enclosed to the Annual Report.
Further, there were no other companies which has/have become/ceased to become a
Subsidiary/ Joint Ventures/ Associate Companies during financial year 2025-26.
Corporate Social Responsibility Policy
The Company has in place a Corporate Social Responsibility Policy ('CSR Policy') which
was adopted by the Board of Directors on August 12, 2022.
The CSR Policy of the Company can be accessed on the website of the Company at
https://www.burqerkinq.in/ investor-relations/disclosures-under-requlation-66-sebi-
lodr/corporate-qovernance.
Employee Stock Option Schemes
BK Employee Stock Option Scheme 2015
The Company had implemented the BK Employee Stock Option Scheme 2015 PESOS
2015'/Scheme'). The objective of the ESOS 2015 is to attract and retain talent by way of
rewarding their association and performance and to motivate them to contribute to the
overall corporate growth and profitability.
The ESOS 2015 was originally approved by the Board of Directors on September 21, 2015
and by the shareholders (being a private company at that time) through an ordinary
resolution passed on September 21, 2015. Options were granted from time to time
thereafter. Subsequently, the ESOS 2015 was amended basis applicable laws vide
shareholders' resolutions dated April 25, 2018, June 28, 2019, October 23, 2019 and
November 13, 2020.
The ESOS 2015 being a pre IPO Scheme was also ratified by the shareholders of the
Company subsequent to the IPO of the Company by passing a special resolution on January
28, 2021.
The ESOS 2015 was further amended pursuant to the approval of the Nomination and
Remuneration Committee vide its resolution dated March 25, 2022 and Board of Directors
resolution dated March 29, 2022 to align the ESOS 2015 with provisions made under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ('SEBI (SBEB and SE) Regulations'). The ESOS 2015 envisages grant not
exceeding a total number of 15,226,900 options to the eligible employees. The ESOS 2015
contemplates a statutory minimum vesting period of one year to maximum of five years.
After vesting of options, the employees earn a right (but not an obligation) to exercise
the vested options on or after the vesting date within the maximum exercise period of
three years with a flexibility for shorter exercise periods in case of termination of
employees or for reasons including resignation, retirement or death.
Upon exercise of one vested option, the employees can obtain one equity share of the
Company subject to the payment of exercise price and satisfaction of any tax obligation
arising thereon. Equity shares allotted by the Company under the ESOS 2015 shall rank pari
passu in all respects with the existing fully paid equity shares.
RBAL Employee Stock Option Scheme 2024
On recommendation of the Nomination and Remuneration Committee, the Company adopted the
RBAL Employee Stock Option Scheme 2024 ( RBAL ESOS 2024') pursuant to resolution passed by
the Board of Directors on December 20, 2024 and approval of the Shareholders on January
25, 2025 through postal ballot. The objectives of the RBAL ESOS 2024, inter alia, is to
attract and retain talent byway 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 underthe 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
https://www.burqerkinq.in/investor-relations/ disclosures-under-requlat ion-46-sebi-lodr/f
mancials/ annual-reports.
A certificate from the Secretarial Auditors of the Company, confirming that the
aforesaid scheme(s) have been implemented in accordance with the SEBI (SBEB and SE)
Regulations will be open for inspection at the ensuing 13th Annual General Meeting.
HUMAN RESOURCES
Growing with Our People
As our business expanded across India, so did our people footprint. As on March 31,
2026, our workforce grew to 12,357 employees, up from 10,115 in the previous year-each
individual contributing to our journey of growth, service, and brand building.
At the heart of this growth is a simple belief: our people are our greatest strength.
Over the past year, our focus has been on building not just capability, but also
connection and culture —laying the foundation for a resilient, future-ready
organization. We remain committed to fostering a high- performance, inclusive, and
engaging workplace that enables our employees to thrive and contribute meaningfully to the
Company's success.
Our efforts during the year were anchored around three priorities: Strengthening
People, Strengthening Culture, and Strengthening Processes.
Strengthening People: Building Capability for Tomorrow
This year, we invested deeply in shaping a strong leadership pipeline across levels.
From frontline teams to emerging and experienced leaders, our programs were designed to
go beyond traditional training-focusing instead on self-discovery, real-world application
through sustained development journeys.
Our frontline talent continued to grow through the Rewarding Ace Performance (RAP)
program, which has consistently created success stories—transforming team members
into Restaurant General Managers and Area Leads.
For managerial capability, Wings supported first-time managers in transitioning into
leadership roles, while Eklavya enabled experienced managers to sharpen their leadership
effectiveness. These journeys were complemented by leadership assessments, development
centres, and structured Individual Development Plans—ensuring that potential is not
just identified, but actively nurtured.
Learning Beyond the Workplace
We also recognized that growth doesn't stop at the workplace. Many of our frontline
employees have paused their formal education due to personal circumstances. This year too
we created pathways for them to resume their academic journeys alongside work.
At the same time, partnerships with reputed institutions enabled mid-level managers to
pursue higher education- helping them grow both professionally and personally.
Creating Opportunities for All
Through Taare Humare, we continued our commitment to inclusion by creating meaningful
opportunities for differently abted individuals-enriching our teams with diverse
perspectives and strengthening our belief that talent comes in many forms.
Strengthening Culture: Creating a Workplace Where People Belong
As we grew in scale, we remained equally focused on strengthening the fabric that binds
us together—our pillars
- Hunger, Humility, Hardwork, Sense of Urgency and Ownership Mentality.
Recognizing that the first few weeks shape long-term engagement, My First Bite focused
on creating a warm and engaging onboarding experience and BKAllyship Program
- where a buddy is assigned to each new joiner to help assimilation especially during
the critical early days of an employee's journey.
We have built a multi-layered listening architecture where employees feel heard,
valued, and connected. We are committed to continuous listening through internal/ External
touchpoints. Platforms such as Chai Pe Charcha and Coffee with Managers that
encourage open conversations across skip-level meetings with Leadership. BK Buddy evolved
into a strong listening mechanism—helping us act meaningfully on employee feedback.
During the year, the Company was recognized as a Great Place to Work?
Certified™ organization—an affirmation of our deep commitment to
strengthening our people and culture. Based on an independent assessment of workplace
practices and employee feedback, this recognition reflects the high- trust, inclusive, and
engaging environment we continue to build together.
Our belief in listening with intent continues to shape this journey. We actively track
recurring themes and employee concerns, and translate these insights into more responsive
policies, sharper communication, and thoughtful interventions. This continuous feedback
loop enables us to strengthen not just our processes, but also the everyday experiences of
our people—making ourworkplace more connected, empowering, and future-ready.
At the same time, we made conscious efforts to build a culture of appreciation. Through
I Shine and the CEO's Recognition Badge, we celebrated individuals who brought our values
to life—reinforcing pride, motivation, and a sense of belonging.
We also promote a culture of well-being by encouraging leaders and teams to take
regular breaks, recharge, and adopt sustainable ways of working.
Strengthening Processes: Enabling Scale with Simplicity
Behind every strong people experience is a set of processes that work seamlessly.
During the year, we continued to simplify and strengthen our HR processes—driving
digitization, improving governance, and enhancing the overalt employee lifecycle
experience.
From on boarding to development to compliance, our focus was on making processes more
efficient, transparent, and scalable, in line with our growing business.
We also reinforced our commitment to a safe and respectful workplace through strong
compliance frameworks, regular awareness initiatives, and adherence to statutory
requirements like POSH, FCPA, Insider Trading.
Looking Ahead
As we look to the future, our focus remains clear—to build an organization where
people grow, feel connected, and do their best work.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 201 4 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 investorsburgerking.in.
AUDITORS Statutory Auditor
M/s. B S R & CO LLP, Chartered Accountants, (Firm Registration No. 101
248W/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.: PI996MH007500) as the Secretariat Auditors of the Company for the
first term of 5 years at the ACM held on August 21, 2025 and they shaft hold office tilt
the conclusion of the AGM to be held for the Financial ended March 31,2030.
In terms of the provisions of sub-section (1) of Section 204 of the Act, the
Secretariat Audit Report given by the Secretariat Auditors in Form MR-3 is annexed as
"Annexure II" of the Director's Report. The Secretariat Audit report does not
contain any qualifications, reservation or adverse remarks.
Internal Auditor
The Company had appointed M/s PKF Sridhar & Santhanam LLP as the Internal Auditor
of the Company for the financial year 2025-26 as per the requirements of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, your Directors, to the best of
their knowledge and belief and according to information and explanation obtained by them,
confirm that:
1. In the preparation of the annual financial statements for the financial year ended
March 31, 2026, the applicable accounting standards have been followed along with proper
explanation related to material departures;
2. They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company for the financial year ended March 31, 2026 and of
the loss of the Company for the same period;
3. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the annual financial statements on a going concern basis; and
5. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems were adequate and operating effectively; and
6. They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
CORPORATE GOVERNANCE AND STATEMENT ON COMPLIANCE OF THE SECRETARIAL STANDARDS
The Company has complied with the corporate governance requirements under the Act, and
as stipulated under the SEBI Listing Regulations. A separate report on corporate
governance under the SEBI Listing Regulations, along with the certificate from the
Practicing Company Secretary confirming the compliance, is annexed and forms part of this
Annual Report.
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of Board of Directors and General Meetings.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis is annexed and forms part of this Annual Report.
DIVIDEND DISTRIBUTION POLICY
The dividend distribution policy of the Company is available on the Company's website
at https://www.burgerkinci.in/ investor-retations/disclosures-under-regutation-46-sebi-
lodr/corporate-governance.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTIBRSR)
Pursuant to Regulation 34 of the SEBI Listing Regulations, BRSR forms part of this
Annual Report, which describes the initiatives taken by the Company from an environmental,
social and governance perspective.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
Your Company has complied with the applicable provisions of Maternity Act, 1 961 as
amended from time to time.
OTHER DISCLOSURES
During the financial year under review:
1. The Whole-time Director did not receive any remuneration or commission from the
holding company and any of the subsidiaries of the Company.
2. No disclosure or reporting is required in respect of the following items as there
were no transactions /events on these items:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise;
b) Transferof Unclaimed Dividend orshares to Investor Education and Protection Fund;
c) Issue of sweat equity shares; and
d) Buyback of shares.
3. There was no revision of financial statements and Directors' Report of the Company.
4. No application has been made under the Insolvency and Bankruptcy Code. The
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) along with their status as at the
end of the financial year is not applicable.
5. The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
ACKNOWLEDGEMENTS AND APPRECIATION
The Directors wish to convey their appreciation to all of the Company's employees for
their enormous personal efforts as well as their collective contribution to the Company's
performance. The Directors would also like to place on record their sincere thanks to the
shareholders, customers, dealers, suppliers, bankers, government, business associates and
other stakeholders for the continuous co-operation & support given by them to the
Company and their confidence in its management.
For and on behalf of the Board of Directors |
|
For Restaurant Brands Asia Limited |
|
Tara Subramaniam |
Rajeev Varman |
Chairperson & Independent Director |
Whole-time Director & Group CEO |
DIN: 07654-007 |
DIN: 03576356 |
Place: Mumbai |
|
Date: May 14, 2026 |
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