You are here » Home » Companies » Company Overview » Restaurant Brands Asia Ltd

Restaurant Brands Asia Ltd.

BSE: 543248 Sector: Services
NSE: RBA ISIN Code: INE07T201019
BSE 00:00 | 27 May 97.55 2.15
(2.25%)
OPEN

95.80

HIGH

98.45

LOW

95.35

NSE 00:00 | 27 May 97.30 1.65
(1.73%)
OPEN

95.55

HIGH

97.85

LOW

95.05

OPEN 95.80
PREVIOUS CLOSE 95.40
VOLUME 62012
52-Week high 189.95
52-Week low 86.60
P/E
Mkt Cap.(Rs cr) 4,812
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 95.80
CLOSE 95.40
VOLUME 62012
52-Week high 189.95
52-Week low 86.60
P/E
Mkt Cap.(Rs cr) 4,812
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Restaurant Brands Asia Ltd. (RBA) - Director Report

Company director report

To

The Members

Burger King India Limited

(Formerly known as Burger King India Private Limited)

Your Directors present the Eighth (8th) Annual Report on theCompany's business and operations together with the

Audited Financial Statements for the financial year ended March 312021 and other accompanying reports notes and certificates.

COMPANY OVERVIEW AND STATE OF COMPANY AFFAIRS

Burger King India Limited (‘the Company') is one of thefastest growing international Quick Service Restaurant (‘QSR') chains to open250 restaurants in India during the first five years of its operations. As the nationalmaster franchisee of the BURGER KING brand in India the Company has exclusive rights todevelop establish operate and franchise Burger King branded restaurants in India. As ofMarch 31 2021 the Company had a widespread network of 265 restaurants including 9sub-franchisee restaurants across 58 cities in the country. The master franchiseearrangement provides the Company with the ability to use Burger King's globallyrecognised brand name to grow its business in India while leveraging the technicalmarketing and operational expertise associated with the global Burger King brand.

A key focus of the business is promoting and maintaining operationalquality a people-centric culture and an effective technology system that enables us tooptimise the performance of the restaurants and enhance customer experience thusoffering and contributing to the Company's growth.

The Company possesses following competitive strengths:

• Exclusive national 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 andeffective technology systems.

• Well defined restaurant roll-out and development process

• Experienced and professional management team

During the financial year ended March 31 2021 the equity shares ofthe Company have been listed on BSE Limited (‘BSE') and the National StockExchange of India Limited (‘NSE') w.e.f. December 14 2020.

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

FINANCIAL HIGHLIGHTS AND PERFORMANCE

The Financial highlights of the Company for the financial year endedMarch 31 2021 are as follows:

(Rs. in Million)

Particulars 2020-21 2019-20
Revenue from Operations 4944.54 8412.38
Other Income 284.78 55.91
Total Income 5229.32 8468.29
Less : Cost of materials consumed 1756.41 3014.90
Less : Employee benefit expenses 1176.04 1365.03
Less : Finance cost 821.21 654.53
Less : Depreciation and amortisation expenses 1275.45 1163.74
Less : Other expenses 1862.22 2992.34
Loss before Exceptional items and Tax Expense (1662.01) (722.25)
Add: Exceptional items 77.11 43.45
Loss before Tax Expense (1739.12) (765.70)
Less: Tax Expense (Current & Deferred) - -
Loss for the year (1) (1739.12) (765.70)
Total other comprehensive income/ (loss) for the year net of tax (2) 1.00 (10.11)
Total comprehensive loss for the year net of tax (1+2) (1738.12) (775.81)
Balance of loss for earlier years (3425.12) (2649.31)
Balance carried forward (5163.24) (3425.12)

During the financial year 2020-21 the Company reported total income ofRs.5229.32 million decrease of 38.25% from the financial year 2019-20 mainly on accountof lesser sales from food and beverage due to impact of COVID-19. The total expenditureexcluding exceptional items was Rs.6891.33 million decrease of 25.02% from the financialyear 2019-20. The Company's gross margin improved by 42 basis point during thefinancial year 2020-21 at 64.68% as compared to 64.26% in FY 2019-20. The Company repaidthe entire borrowings during the financial year 2020-21. Please refer to the section onFinancial and Operating Performance Review in the Management Discussion and Analysis for adetailed analysis of financial data.

DIVIDEND & APPROPRIATIONS

Since the Company did not make any profit during the financial yearthe Directors of your Company do not recommend any dividend for the financial year underreview.

TRANSFER TO RESERVES

In view of the losses during the financial year no amount is proposedto be transferred to the reserve except as required under any statue.

INCREASE IN SHARE CAPITAL (a) Authorised Share Capital

During the financial year under review the Company at itsExtra-ordinary General Meeting held on October 20 2020 re-classified its Authorized ShareCapital from Rs.5050000000/- divided into 390000000 equity shares of Rs.10/- each and11500000 preference shares of Rs.100/- each to Rs.5050000000/- (Rupees Five Hundredand Five Crore Only) divided into 505000000 equity shares of Rs.10/- each andaccordingly capital clause of Memorandum of Association was altered.

The Authorized Share Capital of the Company is Rs.5050000000/-(Rupees Five Hundred and Five Crore Only) divided into 505000000 (Fifty Crore and FiftyLakhs) equity shares of Rs.10/- each as on March 31 2021.

(b) Issued Subscribed and Paid-up Share Capital

During the financial year under review Company issued and allotted:

1) 13200000 equity shares of face value of Rs.10/- each at a premiumof Rs.34/- (Rupees Thirty Four Only) per equity share to QSR Asia Pte. Ltd. through Rightsissue of equity shares (Pre-IPO Placement) on May 23 2020.

2) 15712820 equity shares of face value of Rs.10/- each at a premiumof Rs.48.50/- (Rupees Forty-Eight Fifty Paise Only) per equity share to Amansa InvestmentsLimited through preferential allotment of equity shares (Pre-IPO Placement) on November18 2020.

3) 75000000 equity shares of face value of Rs.10/- each by way offresh issue and the transfer of 60000000 equity shares of face value of Rs.10/- each byway of an offerfor sale by QSR Asia Pte. Ltd. at an Offer price of Rs.60/- per equityshare (premium of Rs.50 /- per equity share) through Initial Public Offer(‘IPO')of the Company to the respective applicants in various categories on December 10 2020.

4) 1325039 equity shares of face value of Rs.10/- each pursuant toexercise of stock options granted by the Company in terms of Burger King India LimitedEmployees Stock Options Scheme 2015 of the Company on January 14 2021.

The Issued Subscribed and Paid-up Share Capital of the Company isRs.3829796440/- divided into 382979644 equity shares of Rs.10/- each as on March 312021.

(c) Utilization of Proceeds of Rights Issue Preferential Allotment andIPO

Pursuant to the Regulation 32 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBIListing Regulations') a statement/ explanation for the deviation(s) or variation(s)in the use of proceeds of Rights Issue Preferential Allotment and IPO is herein givenbelow:

Particulars of Issue Shares Issued Amount Raised Deviation(s) or Variation(s) in the use of proceeds of issue if any
Rights Issue 13200000 equity shares of face value of Rs.10/- each at a premium of Rs.34/- per equity share to QSR Asia Pte. Ltd. Rs.580800000/- (Rupees Fifty-Eight Crore and Eight Lakh Only) There were no instances of deviation(s) or variation(s) in the utilization of proceeds of rights issue as mentioned in the objects stated in the Offer letter for rights issue.
Preferential Allotment 15712820 equity shares of face value of Rs.10/- each at a premium of Rs.48.50/- (Rupees Forty-Eight Fifty Paise Only) per equity share to Amansa Investments Limited. Rs.919199970/- (Rupees Ninety One Crore Ninety One Lakh Ninety Nine Thousand Nine Hundred and Seventy Only) There were no instances of deviation(s) or variation(s) in the utilization of proceeds of preferential allotment as mentioned in the objects stated in the Offer letter issued to Amansa Investments Limited.
IPO 75000000 equity shares of face value of Rs.10/- each by way of fresh issue; and 60000000 equity shares of face value of Rs.10/- each by way of an offer for sale by QSR Asia Pte. Ltd. at an Offer price ofRs.60 per equity share (premium of Rs.50/- per equity share) through IPO of the Company. Rs.4500000000/- (Rupees Four Hundred and Fifty Crore Only) through Fresh Issue There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated December 7 2020 in respect of the IPO of the Company.
However there has been a delay in utilization of the amount towards Capital Expenditure as compared to the estimated deployment schedule as mentioned in the Prospectus.
The amount supposed to be utilised for setting up of new Company-owned Burger King Restaurants in the financial year 2020-21 was Rs. 140000000/- (Rupees Fourteen Crore Only) as against actual utilisation of Rs.86530000/- (Rupees Eight Crore Sixty-Five Lakh Thirty Thousand Only). Explanation:
During the financial year 2020-21 the Company has incurred / committed capital expenditure for setting up of new Burger King Restaurant in excess of Rs. 140000000/- for utilisation out of the IPO Proceeds. As against the same payments amounting to Rs.86530000/- has been made prior to March 31 2021 and the balance payment would be made during the financial year 2021-22 as they become due and payable.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Re-appointment of In accordance with the provisions of Companies Act2013 (‘the Act') and the Articles of Association of the Company:

1. Mr. Jaspal Singh Sabharwal Non-Executive Director of the Companywas due to retire by rotation at the seventh Annual General Meeting and being eligiblehad offered himself for re-appointment and was re-appointed at the Annual General Meetingheld on November 13 2020.

2. Mr. Amit Manocha Non-Executive Director of the Company is due toretire by rotation at this Annual General Meeting and being eligible has offered himselffor re-appointment at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the financial year under review Ms. Ranjana Saboo resigned asthe Company Secretary and Compliance Officer Company with effect from August 31 2020 andMs. Madhulika Rawat was appointed as the Company Secretary and Compliance Officer witheffectfrom November 12 2020.

The Key Managerial Personnel (‘KMP') of the Company as perSection 2(51) and 203 of the Act are as follows:

Name of the KMP Designation
Mr. Rajeev Varman Whole-time Director and
Chief Executive Officer
Mr. Sumit Zaveri Chief Financial
Ms. Madhulika Rawat Company Secretary and
Compliance

BOARD OF DIRECTORS MEETINGS AND ITS COMMITTEES: Composition of Boardof Directors

The Composition of the Board of Directors as on March 31 2021 ishereunder:

Sr. No. Name of the Director Designation/Status DIN
1. Mr. Shivakumar Pullaya Dega Chairman and Independent Director 00364444
2. Mr. Rajeev Varman Whole-time Director and CEO 03576356
3. Mrs. Tara Subramaniam Independent Director 07654007
4. Mr. Sandeep Chaudhary Independent Director 06968827
5. Mr. Amit Manocha Non-Executive Director 01864156
6. Mr. Jaspal Singh Sabharwal Non-Executive Director 00899094
7. Mr. Ajay Kaul Non-Executive Director 00062135
8. Mr. Peter Darrell Perdue Non-Executive Director 08580197

Number of Board Meetings

During the financial year ended March 31 2021 the Board of Directorsmet 9 (nine) times viz. on May 2 2020 September 28 2020 October 19 2020 November12 2020 November 25 2020 December 7 2020 December 24 2020 February 9 2021 andMarch 11 2021. The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board alongwith the attendance of theDirectors therein have been disclosed as part of the Corporate Governance Report formingpart of this Annual Report.

Audit Committee

The details pertaining to the composition terms of reference and otherdetails of the Audit Committee of the Board of Directors of your Company and the meetingsthereof held during the financial year are given in the Report on Corporate Governanceforming part of this Annual Report.

The recommendations of the Audit Committee in terms of its Charter wereconsidered positively by the Board of Directors of your Company from time to time duringthe financial year

Nomination and Remuneration Committee

The details including the composition terms of reference of theNomination and Remuneration Committee and the meetings thereof held during the financialyear and other matters provided in Section 178(3) of the Act are given in the Report onCorporate Governance section forming part of this Annual Report.

Company's policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters.

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 theSEBI Listing Regulations the Company has formulated Nomination and Remuneration policy toprovide a framework for remuneration of members of the board of directors of the Companykey managerial personnel and other employees of the Company.

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

Other Committees

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

Declaration by Independent Directors:

Pursuant to the provisions under Section 134(3)(d) of the Act withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6) and relevant Regulation of SEBI Listing Regulations.Terms and conditions for Independent Directors are put up on the website of the Companyand can be accessed at https://www.burgerking.in/investor-relations.

Formal Annual Evaluation

The Company has devised a policy for performance evaluation of itsindividual directors the Board and the Committees constituted by it which includescriteria for performance evaluation.

In line with the requirements of the Act and SEBI Listing Regulationsthe Board has carried out an annual evaluation of its own performance working of theCommittees and the

Directors individually.

The Board performance was evaluated based on inputs received from allthe Directors after considering criteria such as Board's effectiveness in decisionmaking in providing necessary advice and suggestions to the Company's managementetc.

A separate meeting of the Independent Directors was also held duringthe financial year for evaluation of performance of the Non-Independent Directors theBoard as a whole and that of the Chairman.

The Nomination and Remuneration Committee has also reviewed theperformance of the individual directors based on their knowledge level of preparation andeffective participation in meetings contribution towards positive growth of the Companyetc.

Familiarisation programme for Independent Directors:

Towards familiarization of the Independent Directors with the Companyperiodic presentations are made at the Board and Committee meetings on business andperformance updates of the Company global business environment business strategy andrisk involved including their roles rights responsibility in the Company nature of theindustry in which the Company operates business model of the Company and related matters.

The details of such programs for familiarisation of the IndependentDirectors with the Company are available on the website of the Company at the Web link:https://www.burgerking.in/investor-relations.

STATUTORY DISCLOSURES

Requirements for maintenance of cost records

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

Vigil Mechanism & Whistleblower Policy

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of its business operations. The Vigil Mechanism &Whistleblower Policy provides a channel to the employees directors and other stakeholdersto report about unethical behaviour actual or suspected fraud or violation of the Codesof Conduct regulatory requirements incorrect or misrepresentation of any financialstatements and such other matters.

Annual Return

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

Particulars of contracts or arrangements with related parties:

All related party transactions entered into during the financial yearunder review were approved by the audit committee and the board from time to time and thesame are disclosed in the notes forming part of the financial statements provided in thisAnnual Report.

Further in terms of the provisions of Section 188(1) of the Act readwith the Companies (Meetings of Board and its Powers)

Rules 2014 all contracts/ arrangements/ transactions entered into bythe Company with its related parties during the financial year under review were in"ordinary course of business" of the Company on an "arm's lengthbasis" and not "material".

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

Particulars of Loan Guarantee and Investments:

Details of loans given investments made or guarantees given orsecurity provided if any as per the provisions of Section 186 of the Act and Regulation34(3) read with Schedule V of the SEBI Listing Regulations are given in the notes formingpart of the financial statements provided in this Annual Report.

Deposits

The Company has not accepted any deposits from the public within themeaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules2014.

As the Company has not accepted any deposit during the financial yearunder review there is no non-compliance with the requirements of Chapter V of the Act.

Risk Management

The Company has a robust strategy to identify evaluate business risksand opportunities. This strategy seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage and helps inidentifying risks trend exposure and potential impact analysis at a Company level as alsoseparately for different business segments.

Board has constituted a Risk Management Committee of the Board toassist the Board with regard to the identification evaluation and mitigation ofoperational strategic and external risks. More details on risks and threats have beendisclosed in the section "Management Discussion and Analysis".

Internal Financial Control and their adequacy:

Considering the size and nature of the business presently adequateinternal controls systems with reference to financial statements are in place. However asand when Company achieves further growth and higher level of operations the Company willreview the internal control system to match the size and scale of operations if required.

The Company has proper and adequate system of internal controls toensure that all assets are safeguarded and protected against unauthorized use ordisposition and that transaction are authorised and recorded correctly.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 is provided herein below;

(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy
(ii) The steps taken by the company for utilising alternate sources of energy NIL
(iii) The capital investment on energy conservation equipments

 

(B) Technology absorption
(i) The efforts made towards technology absorption
The development or reduction product
(ii) import substitution
In case of imported technology (imported during the last three years reckoned from the NIL
(iii) beginning of the financial year)-
(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 NIL
(iv) The expenditure incurred on Research and Development.

 

(C) Foreign Exchange Earnings and Outgo
(i) Foreign Exchange Earnings by the Company -
(ii) Foreign Exchange Expenditure by the Company (Rs. in Million) 218.28

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 withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The objective of this policy is to lay clear guidelines andprovide right direction in case of any reported incidence of sexual harassment across theCompany's offices and take appropriate decision in resolving such issues. AnInternal Complaints Committee (‘ICC') has been set up to redress the complaintsreceived regarding sexual harassment.

During the financial year under review four complaints with respect tosexual harassment were received and resolved by the Committee and no complaint was pendingto be resolved.

Material changes and commitments affecting the financial position ofthe Company.

Impact of COVID 19 outbreak:

The World Health Organisation declared COVID-19 to be a pandemic inMarch 2020. Consequently the Government from of India declared a nation-wide lockdownwith effect March 24 2020 which caused significant disruption in economic activity andhas impacted the business activities and lives of the people. In view of the COVID- 19outbreak such as complete lockdown of states brought economic activity to a standstillaffecting the Company's restaurant traffic as well which is no exception for industryas a whole.

During the trying times the priorities are to serve most hygienic andsafe food to the customers.

The Company has assessed the impact of this pandemic on its businessoperations and has considered all relevant information available up to the date ofapproval of these financial statements in determination of the recoverability of all itsnon-current and current assets and recognised necessary adjustments to carrying values ofthese assets.

Further given the uncertainties associated with nature condition andduration of COVID -19 the impact assessment on the company's financial statementswill be continuously made and any material changes will be provided for as required.

Since the Company operates in QSR Segment; its inventory includes fooditems which are perishable in nature. Based on the situation of COVID-19 resulting inoverall decline in customer frequencies the Company had provided for food inventory andrelated commitments amounting to Rs.28.80 million for the financial year ended March 312021.

The Company has shut down certain stores which led to write off ofproperty plant and equipment amounting to Rs.27.83 million for the financial year endedMarch 31 2021.

The Company has written off assets amounting to Rs.20.48 million duringthe financial year ended March 31 2021 owing to change in "Burger King" logoglobally.

Also the Company elected to apply the practical expedient of notassessing the rent concessions as a lease modification as per MCA notification dated July24 2020 on IND- AS 116 for all rent concessions which are granted due to COVID-19pandemic. During the financial year ended March 31 2021 an amount of Rs.425.87 millionrelated to lease concessions have been confirmed till reporting date. Accordingly amountof Rs.249.84 million for the financial year ended March 31 2021 is adjusted against otherexpenses and Rs.176.03 million for the financial year ended March 31 2021 is accountedunder the head "Other Income".

Details in respect of frauds reported by Auditors under Sub-Section(12) of Section 143 of the Act other than those which are reportable to the CentralGovernment

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

Significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

As per the information available with the Board of Directors therewere no such orders passed against the Company.

• Change in the nature of Business

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

• Subsidiaries Joint Ventures or Associate Companies

During the financial year under review there were no Companies whichhas/ have become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.

Corporate Social Responsibility Policy:

During the financial year under review the Company did not qualify thethreshold limits as specified in Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014. Hence the provisions with respect to theCorporate Social Responsibility (‘CSR') Policy were not applicable to theCompany. Subsequently the provisions with respect to CSR policy became applicable andaccordingly the same has been formulated and can be accessed on the website of the Companyat https://www.burgerking.in/investor-relations.

Employee Stock Option Scheme

The Company had implemented the Burger King India Limited EmployeeStock Option Scheme 2015 (‘ESOS 2015'). The objective of the ESOS 2015 is toattract and retain talent by way of rewarding their association and performance and tomotivate them to contribute to the overall corporate growth and profitability.

The ESOS 2015 was originally approved by the Board of Directors onSeptember 21 2015 and the shareholders (being a private company at that time) vide anordinary resolution passed on September 21 2015. Options were granted from time to timethereafter. Subsequently the ESOS 2015 was amended basis applicable laws videshareholders' resolutions dated April 25 2018 and June 28 2019.

As a regulatory requirement in connection with the IPO of the Companythe ESOS 2015 was amended pursuant to the approvals of the Nomination and RemunerationCommittee vide its resolution dated October 17 2019 Board of Directors resolution datedOctober 17 2019 and Shareholders' by way of a special resolution dated October 232019 primarily with a view to align it with the provisions of the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 (‘SEBI SBEBRegulations') read with circular bearing reference number CIR/CFD/POLICY CELL/2/2015dated June 16 2015 issued by SEBI and to modify a few provisions with a view to ensureadministration including flexibility in determining vesting period and extension ofexercise period. The ESOS 2015 was further amended pursuant to the approval of theNomination and Remuneration Committee vide its resolution dated November 12 2020 Boardof Directors resolution dated November 12 2020 and shareholders' by way of aspecial resolution dated November 13 2020 to increase the total options available by3524364 options and to increase the exercise period from 12 months to 24 months for theoptions vesting on the completion of the IPO of the Company.

The ESOS 2015 being a pre IPO Scheme was also ratified by theshareholders of the Company subsequent to the IPO of the Company by passing a specialresolution on January 28 2021.

The current ESOS 2015 envisages grant not exceeding a total number of15226900 options to the eligible employees which includes options which were alreadygranted and options which have been exercised in the past. The ESOS 2015 contemplates astatutory minimum vesting period of one year to maximum of five years. After vesting ofoptions the employees earn a right (but not an obligation) to exercise the vested optionson or after the vesting date within the maximum exercise period of three years with aflexibilityfor shorter exercise periods in case of termination of employees or for reasonsincluding resignation retirement or death.

Upon exercise of one vested option the employees can obtain one equityshare of the Company subject to the payment of exercise price and satisfaction of any taxobligation arising thereon. However some grants made in past contemplated cashlessexercise of options. Equity Shares allotted by the Company under the ESOS 2015 shall rank paripassu in all respects with the existing fully paid equity shares.

The Nomination and Remuneration Committee administers the ESOS 2015 andacts as the compensation committee as envisaged under the SEBI SBEB Regulations.

The disclosures pertaining to stock options granted by the Companyunder the aforesaid Scheme and as required under the applicable provisions of the Act andthe SEBI SBEB Regulations is uploaded on the website at https://www.burgerking.in/financials.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Companyencourages a performance driven culture and enables the employees with focused training atregular intervals. Further the training needs at all divisions are periodically assessedand training programmes are conducted using internal resources and/or engaging externalfacilitators and trainers. The total number of permanent employees on the rolls of theCompany as on the year end were 4955.

PARTICULARS OF EMPLOYEES

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

Details of employee remuneration as required under provisions ofSection 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report.

In terms of Section 136(1) of the Act and the rules made thereunderthe Report and Financial Statements are being sent to the shareholders excluding theaforesaid information.

Any shareholder interested in obtaining copy of the aforesaidinformation may send an email to the Company Secretary and Compliance Officer atinvestor@burgerking.in.

AUDITORS Statutory Auditors

M/s. S R B C & CO LLP Chartered Accountants (Firm RegistrationNo. 324982E) were appointed as the statutory auditors of the Company for a second term of5 years by the members at the Annual General Meeting (‘AGM') held on August 292019 and they shall hold the office till the conclusion of the AGM to be held for thefinancial year March 31 2024.

The Report given by the Auditors on the financial statements of theCompany is part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report. Also no fraud hasbeen reported by the auditor as per Section 143(12) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. Mehta and Mehta Practicing Company Secretaries as the SecretarialAuditors for conducting the secretarial audit for the financial year 2020-21.

In terms of the provisions of sub-section (1) of Section 204 of the Actread with Regulation 24A of the SEBI Listing Regulations the Secretarial Audit Reportgiven by the Secretarial auditor in Form MR-3 is annexed as "Annexure II" of theDirector's Report. The Secretarial Audit report does not contain any qualificationsreservation or adverse remarks.

Internal Auditor

The Company has appointed M/s. S.S. Kothari Mehta and Co. CharteredAccountants as the internal auditors of the Company for the financial year 2020-21 as perthe requirements of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act yourDirectors to the best of their knowledge and belief and according to information andexplanation obtained by them confirm that:

1. In the preparation of the annual financial statements for thefinancial year ended March 31 2021 the applicable accounting standards have beenfollowed along with proper explanation related to material departures;

2. They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended March 31 2021 and of the loss of the Company for that period;

3. They have taken proper and the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual financial statements on a goingconcern basis;

5. They have devised proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

CORPORATE GOVERNANCE AND STATEMENT ON COMPLIANCE OF SECRETARIALSTANDARDS

The Company has complied with the corporate governance requirementsunder the Act and as stipulated under the SEBI Listing Regulations. A separate section oncorporate governance under the SEBI Listing Regulations along with the certificate fromthe Practicing Company Secretary confirming the compliance is annexed and forms part ofthis Annual Report.

The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of Board of Directors and GeneralMeetings.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis is annexed and forms part of thisAnnual Report.

DIVIDEND DISTRIBUTION POLICY

The above policy is enclosed as "Annexure III" to the

Director's Report and also available on the Company's websiteat www.burgerking.in

BUSINESS RESPONSIBILITY REPORT (BRR)

Pursuant to Regulation 34 of the SEBI Listing Regulations BRR formspart as "Annexure IV" to this Report which describes the initiatives taken bythe Company from an environmental social and governance perspective.

OTHER DISCLOSURES

In terms of the applicable provisions of the Act and SEBI ListingRegulations your Company additionally discloses that during the financial year underreview no disclosure or reporting is required with respect to the following:

• Issue of equity shares with differential rights as to dividendvoting or otherwise;

• Issue of Sweat equity shares; and

• Buyback of shares

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors wish to convey their appreciation to all of theCompany's employees for their enormous personal efforts as well as their collectivecontribution to the Company's performance. The Directors would also like to thank theshareholders customers dealers suppliers bankers Government and all the otherbusiness associates for the continuous support given by them to the Company and theirconfidence in its management.

For and on behalf of the Board of Directors
For Burger King India Limited
(Formerly known as Burger King India Private Limited)
Shivakumar Pullaya Dega Rajeev Varman
Chairman & Whole-time Director &
Independent Director CEO
DIN: 00364444 DIN: 03576356
Place: Mumbai Place: Bengaluru
Date: May 26 2021

.