Restaurant Brands Asia Ltd

Share Capital Update

• NRC approved allotment of 3,59,468 ESOP shares under BK Scheme 2015.
• Post-allotment issued capital stands at 71,20,78,330 shares (Rs 7,12,07,83,300).

Key Update

• Two penalties under Section 26(2) of the FSS Act imposed, each Rs 1,80,000.
• Orders issued by Additional District Magistrate, Mathura (Case Nos 1667/2024 and 776/2024).
• Date of order receipt: August 20, 2026.
• There is no material impact on financials, operations or other activities.

AGM Details

• Date and time: 20 August 2026 at 11:00 IST; mode: VC/OAVM.
• Record date: 13 August 2026; total shareholders on record: 263,695.
• AGM conducted via VC/OAVM; voting conducted by remote e-voting and at meeting.
• Voting results and scrutinizer report were released on the company website.

Resolutions and voting outcomes

• Resolution 1 (Ordinary): Adoption of audited standalone and consolidated financial statements; passed overwhelmingly.
• Resolution 2 (Ordinary): Re-appointment by rotation of a director; passed with high support.
• Resolution 3 (Ordinary): Appointment of Independent Director; passed with high support.
• Resolution 4 (Ordinary): Appointment of Executive Non-Independent Director; passed with high support.
• All resolutions passed; no resolution was defeated.

Dividend and governance disclosures

• Dividend: No dividend proposed or declared.
• Auditors: Statutory auditor unchanged.
• Related party transactions: None disclosed.
• Other material approvals: No additional approvals disclosed.

AGM Details

• Aug 20, 2026; 11:00 IST; VC/OAVM; concluded at 12:43 IST.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for FY ending March 31, 2026; voting results pending.
• Re-appointment of Rafael Odorizzi De Oliveira as director liable to rotation; voting results pending.
• Appointment of Madhusudan Bhagwandas Agrawal as Non-Executive Non-Independent Director; voting results pending.
• Appointment of Aayush Madhusudan Agrawal as Non-Executive Non-Independent Director; voting results pending.

Dividend

• No dividend proposed or declared.

Director changes

• Re-appointment of Rafael Odorizzi De Oliveira as director by rotation.
• Appointment of Madhusudan Bhagwandas Agrawal as Non-Executive Non-Independent Director.
• Appointment of Aayush Madhusudan Agrawal as Non-Executive Non-Independent Director.

Auditors

• No changes to statutory, secretarial, or cost auditors disclosed.

Related party transactions

• No material RPTs disclosed.

Event Overview

• Creation of pledge on Lenexis promoter shares.

Key Details

• Target company: Restaurant Brands Asia Limited.
• Pledge over Lenexis Foodworks Private Limited promoter shares.
• 11,88,93,177 shares; 16.71% as-is; 14.84% fully diluted.
• Promoter: Lenexis Foodworks Private Limited.
• Pledgee: CTL Trusteeship Limited (debenture trustee).
• Reason: For acquisition funding and related acquisition of listed company shares.
• LFPL facility up to INR 3,373 crores.
• IR2PL facility up to INR 500 crores; total up to INR 3,873 crores.
• Encumbered shares equal 31.05% of promoter holding.
• Date of creation: July 14, 2026.
• End use of funds: For acquisition of listed company shares under SPA/SSA.

Financial highlights

• Standalone revenue ₹22,717.23m; up 15.4% YoY.
• Consolidated revenue ₹28,226.40m; up 11.21% YoY.
• Standalone EBITDA (pre-Ind AS 116) ₹1,324.00m; up 33.2%.
• Standalone gross margin 69.0%; Q4 margin >70%.
• Net loss: Standalone ₹1,591.40m; Consolidated ₹2,041.28m.

India expansion & operations

• India restaurant count 581; +68 YoY; BK Café outlets 559.
• FY26 SSSG 4.0%; Q4 SSSG 6.3%.
• Orders via digital channels 91%; app users +51% YoY.
• Delivery profitability improved by over 2% YoY.
• Share of growth from sharper site selection and digital integration.

Indonesia performance

• BK Indonesia revenue ₹4,887.19m; -4.14% YoY; loss ₹1,091.33m.
• Popeyes Indonesia revenue ₹621.98m; BK Indonesia has 137 restaurants.
• IDR ADS: BK Indonesia ₹18.6m; Popeyes ₹12.8m.
• Store EBITDA improved by IDR 19.6b; focus on value, menu, and cost control.

Capital infusion & promoter changes

• Lenexis acquired control on 7-Jul-2026; ~₹1,500cr primary infusion.
• ₹1,050cr received; total investment ~₹2,235cr; promoter stake ≈42%.
• Master Franchise Agreements extended to 2050.
• Open offer for up to 26% expanded voting share; approvals underway.

Dividends & capital allocation

• No dividend declared for FY2026; no transfer to reserves.
• QIP proceeds ₹5,000m gross; net ₹4,800.85m.
• Utilisation: ₹720m prepayment; ₹1,897.03m capex; ₹793.75m general corporate.

Governance & management changes

• Arijit Datta appointed CFO on 8-Oct-2025; Sumit Zaveri ceased 7-Oct-2025.
• New promoters' nominees anticipated post-2026; Madhusudan Agrawal and Aayush Agrawal named as future directors.
• Board comprises 9 members; governance strengthened via risk and NRC oversight.

Outlook & strategy

• India: target ~60-80 new restaurants annually; deepen cluster-led expansion.
• Indonesia: strengthen restaurant economics; turn around Popeyes; drive value and scale.
• Digital CRM: sharper engagement to improve retention and frequency.
• Capital backdrop: promoter backing supports rapid growth and long-term value creation.

Sustainability & ESG

• Energy: rollout of energy-efficient kitchen equipment; solar adoption across stores.
• Sourcing: RSPO-certified palm oil; local farm sourcing; sustainable packaging.
• Waste: reduced single-use plastics; reusable glassware; EPR-compliant waste management.
• Taare Humare: 83 differently-abled employees; 37% women in workforce.

Meeting Details

• Date/time: Monday, 3 August 2026 at 5:30 p.m. IST.
• Conference call (virtual) with investors and analysts.
• Organizer: Restaurant Brands Asia Ltd.
• Event: Conference call to discuss Q1FY27 results.
• Key participants: Group CEO (Whole-time Director) and Group CFO (Chief Business Officer).
• Other participants: Group CMO; Brand President, Indonesia; Head of Corporate Development & IR.
• Purpose: discuss unaudited standalone and consolidated results for quarter ended June 30, 2026.

Meeting Details

• Board meeting on August 03, 2026 to consider unaudited standalone and consolidated results for quarter ended June 30.
• Time and venue not disclosed.

Key Agenda Items

• Approval of unaudited standalone and consolidated financial results for quarter ended June 30, 2026.

Other Notes

• Trading window closed until 48 hours after results; reopens August 06, 2026.