Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Restaurant Brands Asia Limited

Meeting Details

The 13th Annual General Meeting will be held on Thursday, August 20, 2026 at 11:00 a.m. Indian Standard Time through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without physical presence of members. The deemed venue is the Registered Office at 2nd Floor, ABR Emerald, Plot No. D-8., Street No. 16, MIDC, Andheri (East), Mumbai – 400093.

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY 2025-26 together with Board of Directors Report and Auditor's Report

2. Adoption of Audited Consolidated Financial Statements for FY 2025-26 with Auditor's Report

3. Re-appointment of Mr. Rafael Odorizzi De Oliveira (DIN: 09492506) as director liable to retire by rotation

Special Business:

4. Appointment of Mr. Madhusudan Bhagwandas Agrawal (DIN: 00073872) as Non-Executive Non-Independent Director

5. Appointment of Mr. Aayush Madhusudan Agrawal (DIN: 03129764) as Non-Executive Non-Independent Director

The director appointments result from a change in control where Acquirers (QSR Asia Pte. Ltd., F&B Asia Ventures (Singapore) Pte. Ltd., Lenexis Foodworks Private Limited, Aayush Agrawal Trust, Inspira Foodworks Private Limited, and Mr. Aayush Madhusudan Agrawal) and Inspira Agro Trading LLC acquired control and became promoters effective July 7, 2026 under a Share Purchase Agreement dated January 20, 2026.

Voting Process and Methods

The company offers multiple voting methods:

  • Remote e-Voting: August 16, 2026 (9:00 A.M. IST) to August 19, 2026 (5:00 P.M. IST)
  • e-Voting during the AGM through InstaMeet facility

Individual demat account holders can vote through their depository accounts (NSDL/CDSL) without separate registration. Physical shareholders and non-individual shareholders must register on InstaVote platform.

Key Voting Information

  • Cut-off date for voting rights: Thursday, August 13, 2026
  • Voting rights proportional to paid-up equity share capital as of cut-off date
  • Scrutinizer: Ms. Ashwini Mohit Inamdar (failing her, Ms. Alifya Sapatwala), Partners of M/s. Mehta & Mehta, Company Secretaries
  • Results declaration: Within 2 working days of AGM conclusion

Shareholder Participation

Members can attend through InstaMeet facility provided by MUFG Intime India Private Limited. Large shareholders (holding >2%), promoters, directors, KMPs, committee chairpersons, and auditors can attend without first-come-first-serve restrictions. Institutional shareholders must send authorization documents 48 hours before meeting.

Document Availability

  • Annual Report and AGM Notice available at www.burgerking.in and https://instavote.linkintime.co.in
  • Documents for inspection: Secretarial Auditor certificate for ESOP scheme, Register of Directors and KMP shareholding, Register of Contracts with director interests

Compliance Statement

The meeting complies with MCA General Circular No. 03/2025 dated September 22, 2025 and SEBI circulars allowing virtual AGMs. The company confirms adherence to Companies Act, 2013 and SEBI Listing Regulations requirements.

Additional Information

The document includes extensive voting instructions for different shareholder categories (individual demat, physical, non-individual, institutional), helpdesk contacts, and password recovery procedures. It also contains explanatory statements for director appointments and detailed profiles of the proposed directors.

Mr. Aayush Madhusudan Agrawal holds 29,72,33,543 shares (direct and beneficial ownership through various entities) and 8,57,14,285 share warrants through Lenexis Foodworks Private Limited.