Restaurant Brands Asia Ltd

Dear Members,

Your Directors present the Eleventh (11th) Annual Report on the Company's business and operations, together with the Audited Financial Statements for the financial year ended March 31, 2024 and other accompanying reports, notes and certificates.

The financial highlights of the Company for the year ended March 31, 2024 are as follows:

H ( in Million)

During the financial year 2023-24, the Company reported total income of H 17,785.67 million on standalone basis and H24,555.55 million on a consolidated basis, increase of 20.81% on standalone basis and 17.48% on a consolidated basis from the financial year 2022-23 mainly on account of new restaurant additions and Average Daily Sales (ADS) recovery. The total expenditure excluding exceptional items was H 18,475.10 million on standalone basis and H 26,922.93 million on a consolidated basis, increase of 19.66% on standalone basis and 15.45% on a consolidated basis from the financial year 2022-23. The Company's gross margin improved by 66 basis points on standalone basis during the financial year 2023-24 at 67.03% as compared to 66.37% in the financial year 2022-23. The Company's gross margin improved by 3 basis points on consolidated basis during the financial year 2023-24 at 64.22% as compared to 64.19% in financial year 2022-23.

Restaurant Brands Asia Limited (the ‘Company'/ ‘RBA') embarked on its journey in 2013 and since then it has become one of the fastest growing international Quick Service Restaurant ('QSR') chain in India during the first five years of its operations based on the number of restaurants. As the master franchisee of the BURGER KING? brand in India, it has exclusive rights to develop, establish, operate and franchise BURGER KING? branded restaurants in India. The master franchisee arrangement provides RBA with the ability to use Burger King's globally recognised brand name to grow business in India, while leveraging the technical, marketing and operational expertise associated with the global BURGER KING? brand. RBA through its subsidiaries in Indonesia runs the master franchisee of the brand BURGER KING? and brand POPEYES?. It has exclusive rights through its subsidiaries to develop, establish, operate and franchise BURGER KING? and POPEYES? brand in Indonesia.

As of March 31, 2024, the Company had a widespread network of 455 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.

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

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.

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

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

The Authorised Share Capital of the Company is H6,00,00,00,000/- (Rupees Six Hundred Crore Only) divided into 60,00,00,000 (Sixty Crore) equity shares of H10/- each, as on March 31, 2024.

During the financial year under review, Company issued and allotted 18,14,752 equity shares of face value of H10/- each pursuant to exercise of stock options granted by the Company in terms of the BK Employees Stock Options Scheme, 2015.

As on March 31, 2024, the Issued, Subscribed and Paid-up Share Capital of the Company is H4,96,36,91,010/- (Rupees Four Hundred and Ninety-Six Crore Thirty-Six Lakhs Ninety-One Thousand and Ten Rupees Only) divided into 49,63,69,101 (Forty-Nine Crore Sixty-Three Lakhs Sixty-Nine Thousand One Hundred and One) equity shares of H10/- each.

There has been no deviation in the use of proceeds of 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 disclosed on a quarterly basis to the Audit Committee, the uses / application of proceeds / funds raised from QIP and the same were also filed with the Stock Exchanges on a quarterly basis, as applicable. The funds raised under QIP were fully utilised by the Company during the year under review.

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

a) Mr. Jaspal Singh Sabharwal, Non-Executive Director of the Company, was due to retire by rotation at the 10th Annual General Meeting and being eligible, had offered himself for re-appointment. He was re-appointed at the Annual General Meeting held on August 7, 2023.

b) Mr. Rajeev Varman, Whole-time Director and Group Chief Executive Officer of the Company, completed a period of 5 (five) years on February 26, 2024. Following the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Rajeev Varman was re-appointed as the Whole-time Director for another 5 (five) years, for a period commencing from February 27, 2024, to February 26, 2029, at the Annual General Meeting held on August 7, 2023.

c) Mr. Amit Manocha, Non-Executive Director of the Company, is liable to retire by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment for consideration by the shareholders of the Company at the ensuing Annual General Meeting.

Resolution seeking his re-appointment along with his profile as required under Regulation 36(3) of SEBI Listing Regulations forms part of the Notice of 11th Annual General Meeting.

During the year under review,

a) Ms. Roshini Bakshi was appointed as an Additional Non-Executive & Non-Independent Director on the Board of the Company on August 23, 2023. The appointment of Ms. Bakshi was approved by the Shareholders of the Company through postal ballot on October 29, 2023. Ms. Bakshi shall be liable to retire by rotation.

b) Mr.YashGuptawasappointedasanAdditionalNon-Executive & Independent Director on the Board of the Company w.e.f. January 29, 2024 for a period of 5 (five) years. The appointment of Mr. Gupta was approved by the Shareholders of the Company through postal ballot on March 17, 2024. Mr. Gupta shall not be liable to retire by rotation.

c) Mr. Jaspal Singh Sabharwal, Non-Executive Director of the Company, resigned from his position with effect from August 23, 2023. The Board appreciates the valuable contribution made by Mr. Sabharwal during his tenure on the Board of the Company.

The Key Managerial Personnel (‘KMP') of the Company as per Section 2(51) and 203 of the Act as on March 31, 2024 are as follows:

*Ms. Madhulika Rawat, resigned as Company Secretary and Compliance Officer of the Company with effect from close of business hours on April 30, 2024.

During the year under review, except as stated above, there were no other changes in the Directors and KMPs of the Company.

The Composition of the Board of Directors as on March 31, 2024 is as follows:

During the financial year ended March 31, 2024, the Board of Directors met 9 (Nine) times viz., on, May 17, 2023, June 21, 2023, August 7, 2023, August 23, 2023, October 9, 2023, November 8, 2023, January 29, 2024, March 14, 2024 and March 28, 2024. 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.

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

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

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.

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

The Nomination and Remuneration Policy of the Company can be accessed on the website of the Company at https://www. burgerking.in/investor-relations.

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

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

Terms and conditions for Independent Directors are available on the website of the Company and can be accessed at https:// www.burgerking.in/investor-relations.

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

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

A separate meeting of the Independent Directors was also held during the financial year on January 29, 2024 for evaluation of the performance of the Non-Independent Directors, the Board as a whole and that of the Chairman.

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.

Towards familiarization of the Independent Directors with the Company, periodic presentations are made 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 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.burgerking. in/investor-relations.

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

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

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

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

Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were: in "ordinary course of business" of the Company; on an "arm's length basis"; and not "material".

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

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.

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 is no non-compliance with the requirements of Chapter V of the Act.

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

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

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.

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

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, 6 complaints with respect to sexual harassment were received and resolved by the Committee.

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

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.

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

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

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

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, 2024, BK Indonesia has 150 restaurants.

BK Indonesia generated revenue of H5,990.33 million during the financial year 2023-24, decrease of 0.62% from the financial year 2022-23. BK Indonesia incurred a loss of H1,530.20 million during the financial year 2023-24.

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, 2024, it has 25 restaurants.

POPEYES? brand was founded in New Orleans in 1972. POPEYES? has more than 50 years of history and culinary tradition. POPEYES? distinguishes itself with a unique New Orleans style menu featuring spicy chicken, chicken tenders and other regional items. The chain's passion for its Louisiana heritage and flavourful authentic food has allowed POPEYES? to become one of the world's largest chicken quick service restaurants with over 3,900 restaurants in the U.S. and around the world.

PT Sari Chicken Indonesia generated revenue of H 779.54 million during the financial year 2023-24. It incurred a loss of H139.87 million during the financial year 2023-24.

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

The performance and financial position of the subsidiaries is also given in Form AOC-1 enclosed to the Financial Statements. Further, there were no other companies which has/have become/ceased to become a Subsidiary/ Joint Ventures/ Associate Companies during financial year 2023-24.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Policy of the Company can be accessed on the website of the Company at https://www. burgerking.in/investor-relations.

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

The ESOS 2015 was originally approved by the Board of Directors on September 21, 2015 and the shareholders (being a private company at that time) vide an ordinary resolution passed on September 21, 2015. Options were granted from time to time thereafter. Subsequently, the ESOS 2015 was amended basis applicable laws vide shareholders' resolutions dated April 25, 2018, June 28, 2019, October 23, 2019 and November 13, 2020. The ESOS 2015 being a pre IPO Scheme was also ratified by the shareholders of the Company subsequent to the IPO of the Company by passing a special resolution on January 28, 2021. The ESOS 2015 was further amended pursuant to the approval of the Nomination and Remuneration Committee vide its resolution dated March 25, 2022 and Board of Directors resolution dated March 29, 2022 to align the ESOS 2015 with provisions made under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI (SBEB and SE) Regulations'). The current ESOS 2015 envisages grant not exceeding a total number of 15,226,900 options to the eligible employees which includes options which were already granted and options which have been exercised in the past. 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.

The Nomination and Remuneration Committee administers the ESOS 2015 and acts as the compensation committee as envisaged under the SEBI (SBEB and SE) Regulations. The disclosure pertaining to stock options granted by the Company under the aforesaid Scheme and as required under the applicable provisions of the Act and the SEBI (SBEB and SE) Regulations is uploaded on the website at https://www. burgerking.in/financials. A certificate from the Secretarial Auditors of the Company, confirming that the aforesaid Scheme has been implemented in accordance with the SEBI (SBEB and SE) Regulations will be open for inspection at the ensuing 11th Annual General Meeting.

As of March 31, 2024, the number of employees increased to 9086 as compared to 8,712 as of March 31, 2023 due to the business expansions carried out by the Company and increase in number of restaurants.

In fiscal year 2024, the Human Resources function aimed at reinforcing an environment of openness, trust and empathy through impactful initiatives, thus nurturing the organizational culture, and fostering employee growth and well-being. With a workforce of ~9,000 employees spread across over 100 cities in India, there was a significant emphasis in building a culture of continuous learning and capability development to cater to the organization-wide requirements.

At Burger King, we believe in nurturing and honing internal talent to take up higher roles. We take great pride in our RAP program. Over the last nine years, the program has churned numerous Restaurant General Managers, Area Leads and Market Leads. Our entire focus is on enabling our frontline and operations leaders to develop their capability and skillset to better serve guests and also progress to higher roles within the organization. FY 2024 was also a year where we made substantial progress in driving behavioural interventions at various levels.

The Eklavya initiative provided hands-on training and skill enhancement for existing managers, while the Impact program offered advanced leadership training for our Area Managers. Additionally, the Wings program was launched to train first-time managers in essential leadership skills. To digitally enhance talent development, LEAP - the learning portal was introduced, providing frontline members with easy access to a comprehensive range of learning materials for a streamlined learning experience. Additionally, this portal facilitated fair promotion opportunities through a tenure-based nomination system, ensuring an equitable and transparent advancement process.

Recognizing the importance of strong communication and employee engagement, efforts were made to improve communication and raise awareness on key topics. To foster stronger connections with restaurant teams, initiatives like Chai Pe Charcha and Coffee with Managers were introduced.

The BK Buddy feedback survey was conducted for the second time - to actively listen to employees, and driving crucial cultural shifts essential for a positive work environment. Emphasis was placed on ensuring that awareness campaigns and posters on key compliance topics and essential information were communicated to employees timely and effectively. Additionally, to improve visibility as an employer of choice and attract a diverse pool of candidates, there was an enhanced presence on LinkedIn, showcasing the vibrant work culture, BK Pillars, and employee success stories. This initiative not only aimed to attract top talent but also to connect with people on a broader scale, fostering a sense of community and engagement both within and outside the organization.

The I Shine program was introduced to recognize and appreciate members who exemplify organizational values across functions, creating an inspiring and rewarding workplace. Managers were encouraged to support work-life balance within their teams and also to build a culture of appreciation and recognition. This approach is vital for a growing organisation as it boosts morale, fosters loyalty, and motivates employees to consistently perform at their best.

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

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

M/s. S R B C & CO LLP, Chartered Accountants (‘SRBC'), previous Statutory Auditors of the Company were first appointed by the Company on November 5, 2014 to fill the casual vacancy, in the Extra-Ordinary General Meeting, to hold the office until the conclusion of first Annual General Meeting (‘AGM'). In the first AGM of the Company held on April 6, 2015, they were re-appointed as the statutory auditors to hold office from the conclusion of first AGM up to the conclusion of 6th AGM of the Company. Thereafter, in 6th AGM held on August 29, 2019, they were re-appointed as the statutory auditors to hold office from the conclusion of 6th AGM up to the conclusion of 11th AGM of the Company to be held for the financial year ending on March 31, 2024.

However, as per understanding of SRBC on the term of appointment of statutory auditors pursuant to Section 139 of Act, 2013, their total tenure of 10 years was to be completed in the 10th AGM of the Company to be held in the year 2023 and they were ineligible to countinue as statutory auditors after 10th AGM of the Company. Accordingly, SRBC vide their letter dated August 7, 2023, had communicated their resignation as Statutory Auditors of the Company with effect from the conclusion of the 10th Annual General Meeting of the Company. Pursuant to the SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019, SRBC issued limited review report for the quarter ended June 30, 2023. M/s. B S R & CO LLP, Chartered Accountants, (Firm Registration No. 101248W/W-100022) were appointed as the statutory auditors of the Company for the first term of 5 years by the Members at the AGM held on August 7, 2023 and they shall hold the office till the conclusion of the AGM to be held for the financial year ended March 31, 2028. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Also, no fraud has been reported by the auditor as per Section 143(12) of the Act.

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 as the Secretarial Auditors for conducting the secretarial audit for the financial year 2023-24. In terms of the provisions of sub-section (1) of Section 204 of the Act, the Secretarial Audit Report given by the Secretarial Auditors in Form MR-3 is annexed as "Annexure II" of the Director's Report. The Secretarial Audit report does not contain any qualifications, reservation or adverse remarks.

The Company had appointed M/s PKF Sridhar & Santhanam LLP as the internal auditor of the Company for the financial year 2023-24 as per the requirements of the Act.

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, 2024, 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, 2024 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;

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

The dividend distribution policy of the Company is enclosed as "Annexure III" to the Director's Report and also available on the Company's website at www.burgerking.in.

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.

During the financial year under review:

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

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

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

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

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

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 thank the shareholders, customers, dealers, suppliers, bankers, government, business associates and other stakeholders for the continuous support given by them to the Company and their confidence in its management.