Restaurant Brands Asia CEO, MD, chairman, board of directors and AGM
NSE: RBABSE: 543248Leisure ServicesSmall Cap
Share price at the NSE close on 23 Oct 2026. Previous close ₹86.34.
- Next results date: the board meets on 29 Oct 2026 to consider: financial results.
- Market capMarket capitalisation. Share price times the number of shares: what the whole company is worth at the day's price. The rank is by average market value over the six months to Jun 2026, among listed companies.
- ₹6,285 Cr874th largest listed
- P/EPrice to earnings, trailing. Market cap divided by the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, after the share of the other owners of its subsidiaries: what investors pay for each rupee of a year's profit.
- Lossover the last 12 months
- P/BPrice to book. Market cap divided by the net worth that belongs to the company's own shareholders, its assets less everything it owes and less the other owners' share of its subsidiaries, on its latest balance sheet.
- Shares changed
- Dividend yieldDividend yield. Dividends paid per share in the twelve months to the day, as a percentage of the day's share price.
- Nonein the last 12 months
- ROEReturn on equity. Profit over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, as a percentage of their net worth, the money they have in the business. Net worth is the average of the latest balance sheet and the one a year before it. The filing of 3 Aug 2026
- −21.3%
- ROCEReturn on capital employed. Operating profit after depreciation (revenue less operating expenses and depreciation, without other income and one-off items) as a percentage of all the money the business runs on: the whole group's net worth, the other owners of its subsidiaries included, plus borrowings. Lease liabilities are not counted: the results filings do not state them. The profit is over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly); net worth and borrowings are on the latest balance sheet. The filing of 3 Aug 2026
- −4.6%
- Debt to equityDebt to equity. Borrowings divided by the whole group's net worth, the other owners of its subsidiaries included: rupees borrowed for each rupee of equity in the business. Lease liabilities are not counted: the results filings do not state them. From the balance sheet at the end of Mar 2026. The filing of 14 May 2026
- 0.39
- Volume, NSEVolume. Shares traded on the last trading day; delivery is the part buyers kept rather than sold again the same day.
- 53,13,07237.2% delivered
Restaurant Brands Asia board of directors
At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares
- ChairpersonTara Subramaniam
- Chief executiveRajeev Varman
- Company Secretary and Compliance OfficerMs. Shweta Mayekar
9 directors4 independent1 executive4 non-executive
- Tara Subramaniam · ChairpersonIndependent · joined Oct 2019 · reappointed Oct 2024 · 80 months as independent · 6 listed boards · 6 as independent · 10 committee seats, 3 as chair
- Rajeev Varman · Chief executiveExecutive · joined Feb 2014 · 1 listed board · 1 committee seat
- Sandeep ChaudharyIndependent · joined Oct 2019 · reappointed Oct 2024 · 80 months as independent · 1 listed board · 1 as independent
- Andrew John DayIndependent · joined Jul 2024 · 23 months as independent · 1 listed board · 1 as independent
- Yash GuptaIndependent · joined Jan 2024 · 29 months as independent · 2 listed boards · 2 as independent · 3 committee seats, 1 as chair
- Ajay KaulNon-executive · joined Oct 2018 · 2 listed boards
- Amit ManochaNon-executive · joined Jul 2016 · 1 listed board · 1 committee seat
- Roshini Hemant BakshiNon-executive · joined Aug 2023 · 2 listed boards · 1 as independent · 3 committee seats, 1 as chair
- Rafael Odorizzi De OliveiraNon-executive · joined Feb 2022 · 1 listed board · 1 as independent
An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.
1 director who left
- Shivakumar Pullaya Dega, left 14 Oct 2024: Tenure Completion
Committees and meetings
Who sits on each, and how often they met.Board meeting notices and outcomes
Board
- 14 May 20267 of 9 present4 independent · 43 days in between
- 31 Mar 20269 of 9 present4 independent · 55 days in between
- 3 Feb 20267 of 9 present4 independent · 13 days in between
- 20 Jan 20268 of 9 present4 independent
Audit Committee
Chair Tara Subramaniam
Amit Manocha, Yash Gupta
- 14 May 20263 of 3 present2 independent · 19 days in between
- 24 Apr 20263 of 3 present2 independent · 23 days in between
- 31 Mar 20263 of 3 present2 independent · 55 days in between
- 3 Feb 20263 of 3 present2 independent · 13 days in between
1 earlier meeting
- 20 Jan 20263 of 3 present2 independent
Nomination and remuneration committee
Chair Sandeep Chaudhary
Amit Manocha, Andrew John Day
- 14 May 20262 of 3 present2 independent · 43 days in between
- 31 Mar 20263 of 3 present2 independent · 55 days in between
- 3 Feb 20263 of 3 present2 independent · 14 days in between
- 19 Jan 20263 of 3 present2 independent
Stakeholders Relationship Committee
Chair Yash Gupta
Tara Subramaniam, Roshini Hemant Bakshi, Rajeev Varman
- 3 Feb 20263 of 4 present1 independent
Risk Management Committee
Chair Rajeev Varman
Tara Subramaniam, Amit Manocha, Roshini Hemant Bakshi, Sumit Zaveri
- 10 Feb 20265 of 5 present1 independent · 6 days in between
Borrowing, Investments, Loans and Finance Committee
Chair Tara Subramaniam
Amit Manocha, Rajeev Varman
- 16 Jun 20263 of 3 present1 independent · 52 days in between
- 24 Apr 20263 of 3 present1 independent
Fund Raising Committee
Chair Tara Subramaniam
Yash Gupta, Amit Manocha
- 2 Jun 20262 of 3 present1 independent
Committee of Independent Directors
Chair Tara Subramaniam
Sandeep Chaudhary, Andrew John Day, Yash Gupta
- 2 Jun 20264 of 4 present4 independent · 118 days in between
- 3 Feb 20264 of 4 present4 independent · 13 days in between
- 20 Jan 20264 of 4 present4 independent
Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.
Statutory auditor
Named in the results for the quarter to Mar 2026.
- B S R & Co. LLPPeer-review certificate valid to Jul 2028
A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.
Restaurant Brands Asia AGM and shareholder votes
Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Restaurant Brands Asia share news and announcements
Annual general meeting, 20 Aug 2026
2,63,695 shareholders on the register on 13 Aug 2026; present: 4 promoters and 158 others; votes counted by Alifya Sapatwala / Mehta & Mehta, Company Secretaries.The company's voting result (opens in a new tab)
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditor’s thereonMoreLess
Ordinary100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 63.46% · promoters 100.00% · institutions 58.83% · other public 5.61%
- Re-appointment of Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), director liable to retire by rotationOrdinary94.29% for5.71% against
Against: promoters 0.00% · institutions 15.75% · other public 0.03%
Turnout: all 67.60% · promoters 100.00% · institutions 70.80% · other public 5.61%
- Appointment of Mr. Madhusudan Bhagwandas Agrawal (DIN: 00073872) as a Non-Executive Non-Independent Director of the CompanyOrdinaryPromoters have an interest in it99.97% for0.03% against
Against: promoters 0.00% · institutions 0.07% · other public 0.03%
Turnout: all 67.60% · promoters 100.00% · institutions 70.80% · other public 5.61%
- Appointment of Mr. Aayush Madhusudan Agrawal (DIN: 03129764) as Non-Executive Non-Independent Director of the CompanyOrdinaryPromoters have an interest in it99.97% for0.03% against
Against: promoters 0.00% · institutions 0.07% · other public 0.02%
Turnout: all 67.60% · promoters 100.00% · institutions 70.80% · other public 5.61%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Extraordinary general meeting, 13 Feb 2026, 4 resolutions
2,56,222 shareholders on the register on 6 Feb 2026; present: 2 promoters and 140 others; votes counted by Alifya Sapatwala / Mehta & Mehta, Company Secretaries.The company's voting result (opens in a new tab)
- Approval to increase the Authorized Share Capital of the Company and consequent alteration to the Capital clause of the Memorandum of Association of the Company.Ordinary99.89% for0.11% against
Against: promoters 0.00% · institutions 0.00% · other public 1.04%
Turnout: all 68.15% · promoters 100.00% · institutions 92.51% · other public 21.00%
- Approval for issuance of Equity Shares and Warrants by way of a Preferential issue on a Private Placement Basis.Special99.58% for0.43% against
Against: promoters 0.00% · institutions 0.43% · other public 1.05%
Turnout: all 68.15% · promoters 100.00% · institutions 92.51% · other public 21.00%
- Approval for (i) Adoption of the amended and restated Articles of Association of the Company; and (ii) Grant of special rights to identified Shareholders of the Company.Special90.38% for9.62% against
Against: promoters 0.00% · institutions 13.09% · other public 1.05%
Turnout: all 68.15% · promoters 100.00% · institutions 92.51% · other public 21.00%
- Payment of remuneration to Mr. Rajeev Varman (DIN: 03576356) as a Whole-Time Director and Group Chief Executive Officer of the Company.Special99.90% for0.10% against
Against: promoters 0.00% · institutions 0.00% · other public 0.92%
Turnout: all 67.86% · promoters 100.00% · institutions 92.51% · other public 20.18%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 21 Aug 2025, 5 resolutions
2,30,836 shareholders on the register on 14 Aug 2025; present: 2 promoters and 140 others; votes counted by Alifya Sapatwala / Mehta & Mehta, Company Secretaries.The company's voting result (opens in a new tab)
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditor’s thereonMoreLess
Ordinary99.96% for0.04% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.47%
Turnout: all 66.00% · promoters 100.00% · institutions 80.62% · other public 20.07%
- Re-appointment of Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), director liable to retire by rotationOrdinary99.80% for0.20% against
Against: promoters 0.00% · institutions 0.22% · other public 0.49%
Turnout: all 73.34% · promoters 100.00% · institutions 92.68% · other public 20.07%
- Appointment of M/s. Mehta & Mehta, Company Secretaries as Secretarial Auditors of the CompanyOrdinary99.96% for0.04% against
Against: promoters 0.00% · institutions 0.00% · other public 0.48%
Turnout: all 73.34% · promoters 100.00% · institutions 92.68% · other public 20.07%
- Approval for increase in Authorized Share Capital and consequent alteration of the Capital Clause of the Memorandum of Association of the CompanyOrdinary99.96% for0.04% against
Against: promoters 0.00% · institutions 0.00% · other public 0.51%
Turnout: all 73.34% · promoters 100.00% · institutions 92.68% · other public 20.07%
- Payment of remuneration to Mr. Ajay Kaul (DIN:00062135), Non-Executive and Non-Independent Director of the Company:Ordinary99.96% for0.04% against
Against: promoters 0.00% · institutions 0.00% · other public 0.53%
Turnout: all 73.34% · promoters 100.00% · institutions 92.68% · other public 20.07%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 25 Jan 2025, 5 resolutions
2,30,486 shareholders on the register on 20 Dec 2025; votes counted by Ms. Alifya Sapatwala / Mehta & Mehta, Company Secretaries.The company's voting result (opens in a new tab)
- Approval for raising of funds by way of issuance of equity share and/or eligible securities by way of Qualified Institutions Placement (“QIP”).Special99.67% for0.33% against
Against: promoters 0.00% · institutions 0.37% · other public 0.56%
Turnout: all 73.29% · promoters 100.00% · institutions 92.90% · other public 29.97%
- Approval of RBAL Employee Stock Option Scheme 2024 (“RBAL ESOS 2024” / “Scheme”)Special86.61% for13.39% against
Against: promoters 0.00% · institutions 19.32% · other public 0.88%
Turnout: all 73.29% · promoters 100.00% · institutions 92.90% · other public 29.97%
- Approval for extension of RBAL Employee Stock Option Scheme 2024 (“RBAL ESOS 2024” / “Scheme”) to employees of Holding/Subsidiary/Associate Company(ies).SpecialNot passedRecorded as not passed although most votes were for it; no reason is given70.49% for29.51% against
Against: promoters 0.00% · institutions 45.39% · other public 0.88%
Turnout: all 65.07% · promoters 100.00% · institutions 77.73% · other public 29.97%
Approval for provision of money by the Company to the trust for the subscription of equity shares of the Company for implementation of the RBAL Employee Stock Option Scheme 2024 (“RBAL ESOS 2024” / “Scheme”).MoreLess
Special86.61% for13.39% againstAgainst: promoters 0.00% · institutions 19.32% · other public 0.88%
Turnout: all 73.29% · promoters 100.00% · institutions 92.90% · other public 29.97%
- Approval of limits under Section 180(1)(a) of the Companies Act, 2013 for creation of charge/mortgage on the assets of the Company.Special99.52% for0.48% against
Against: promoters 0.00% · institutions 0.60% · other public 0.56%
Turnout: all 73.29% · promoters 100.00% · institutions 92.90% · other public 29.97%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 19 Sep 2024, 10 resolutions
Present: 2 promoters and 79 others.The company's voting result (opens in a new tab)
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Auditor’s thereonMoreLess
Ordinary100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.02%
Turnout: all 65.54% · promoters 100.00% · institutions 76.57% · other public 30.50%
- Re-appointment of Mr. Amit Manocha (DIN: 01864156), director liable to retire by rotationOrdinary99.82% for0.18% against
Against: promoters 0.00% · institutions 0.26% · other public 0.02%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Appointment of Mr. Andrew Day (DIN: 10712889), as an Independent Director of the Company for a term of 5 (five) consecutive yearsSpecial100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.02%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Payment of remuneration to Mr. Andrew Day (DIN: 10712889), as an Independent Director of the CompanyOrdinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.04%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Appointment of Mrs. Tara Subramaniam (DIN: 07654007), as an Independent Director of the Company for a second term of 5 (five) consecutive yearsSpecial98.79% for1.21% against
Against: promoters 0.00% · institutions 1.83% · other public 0.02%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Payment of remuneration to Mrs. Tara Subramaniam (DIN: 07654007), Independent Director of the CompanyOrdinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.04%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Appointment of Mr. Sandeep Chaudhary (DIN: 06968827), as an Independent Director of the Company for a second term of 5 (five) consecutive yearsSpecial99.95% for0.05% against
Against: promoters 0.00% · institutions 0.07% · other public 0.02%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Payment of remuneration to Mr. Sandeep Chaudhary (DIN: 06968827), Independent Director of the CompanyOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.03%
Turnout: all 73.83% · promoters 100.00% · institutions 92.22% · other public 30.50%
- Payment of remuneration to Mr. Rajeev Varman (DIN: 03576356) as a Whole-time Director and Group Chief Executive Officer of the CompanySpecial99.98% for0.02% against
Against: promoters 0.00% · institutions 0.02% · other public 0.04%
Turnout: all 73.52% · promoters 100.00% · institutions 92.22% · other public 29.53%
- Grant of loan(s) to PT Sari Burger Indonesia and/or PT Sari Chicken Indonesia, subsidiaries of the Company under Section 185 of the Companies Act, 2013Special88.67% for11.33% against
Against: promoters 0.00% · institutions 18.21% · other public 0.04%
Turnout: all 65.17% · promoters 100.00% · institutions 76.57% · other public 29.31%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 17 Mar 2024, 2 resolutions
The company's voting result (opens in a new tab)
- To appoint Mr. Yash Gupta (DIN: 00299621) as an Independent Director of the CompanySpecial99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.04%
Turnout: all 64.70% · promoters 100.00% · institutions 76.91% · other public 33.57%
- Payment of remuneration to Mr. Yash Gupta (DIN: 00299621)Ordinary99.99% for0.01% against
Against: promoters 0.00% · institutions 0.00% · other public 0.05%
Turnout: all 64.70% · promoters 100.00% · institutions 76.91% · other public 33.57%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 29 Oct 2023, 1 resolution
The company's voting result (opens in a new tab)
- To appoint Ms. Roshini Bakshi (DIN: 01832163) as Non- Executive (Non-Independent) Director of the CompanyOrdinary90.01% for9.99% against
Against: promoters 0.00% · institutions 14.13% · other public 2.32%
Turnout: all 52.77% · promoters 100.00% · institutions 71.63% · other public 0.11%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 7 Aug 2023, 8 resolutions
Present: 2 promoters and 56 others.The company's voting result (opens in a new tab)
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Auditor’s thereon .MoreLess
Ordinary100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Re-appointment of Mr. Jaspal Singh Sabharwal (DIN: 00899094), director liable to retire by rotationOrdinary69.02% for30.98% against
Against: promoters 0.00% · institutions 63.10% · other public 98.98%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Appointment of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company and to fix their remunerationOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Re-appointment of Mr. Rajeev Varman (DIN:03576356) as a Whole-time Director.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.01% · other public 0.02%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Payment of Remuneration to Mr. Rajeev Varman (DIN: 03576356) as Whole-time Director and Group Chief Executive Officer of the CompanySpecial99.97% for0.03% against
Against: promoters 0.00% · institutions 0.07% · other public 0.04%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Payment of remuneration to Mr. Shivakumar Dega (DIN: 00364444), Non-Executive - Independent Director, ChairmannOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.04%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Payment of remuneration to Mrs. Tara Subramaniam (DIN: 07654007), Non-Executive - Independent DirectorOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.04%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
- Payment of remuneration to Mr. Sandeep Chaudhary (DIN: 06968827), Non-Executive - Independent DirectorOrdinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.04%
Turnout: all 73.72% · promoters 100.00% · institutions 73.39% · other public 25.97%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
How mutual funds voted
Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it
Mutual fund votes, meeting of 20 Aug 2026, 4 fund houses so far (houses' deadline to file 15 Oct 2026)
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditor’s thereonMoreLess
4 for0 against- Re-appointment of Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), director liable to retire by rotation
Against Angel One Mutual Fund, Helios Mutual Fund
- Angel One Mutual FundGovernance concern: Low attendance at Board meetings during the year as well as aggregate Board meetings held in last three financial years.
- Helios Mutual FundCompliant with law. Governance concern: Low attendance at Board meetings during the year as well as aggregate Board meetings held in last three financial years.
2 for2 against - Appointment of Mr. Madhusudan Bhagwandas Agrawal (DIN: 00073872) as a Non-Executive Non-Independent Director of the Company4 for0 against
- Appointment of Mr. Aayush Madhusudan Agrawal (DIN: 03129764) as Non-Executive Non-Independent Director of the Company4 for0 against
Mutual fund votes, meeting of 13 Feb 2026, 13 fund houses
- Approval to increase the Authorized Share Capital of the Company and consequent alteration to the Capital clause of the Memorandum of Association of the Company.13 for0 against
- Approval for issuance of Equity Shares and Warrants by way of a Preferential issue on a Private Placement Basis.
Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund
- Angel One Mutual FundGovernance concern: The Company has not explained why warrants are the preferred instrument for fund raising. Further, the warrants have been priced on par with equity without a fair premium, despite warrants offering benefits such as deferred payment and potential upside over the conversion period.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundCompliant with law. Governance concern: While SES understands the inherent benefits and synergies created as a consequence of the proposed preferential issue to the proposed allottees, the Company has not explained why warrants are the preferred instrument for fund raising. Further, the warrants have been priced on par with equity without a fair premium, despite warrants offering benefits such as deferred payment and potential upside over the conversion period.
9 for4 against - Approval for (i) Adoption of the amended and restated Articles of Association of the Company; and (ii) Grant of special rights to identified Shareholders of the Company.
Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund
- Angel One Mutual FundGovernance concern: Excessive Nomination powers vested with the incoming Promoters – Nomination Rights to Promoters will enable them to dictate the Company’s Management; this may prevent an independent functioning of the Board, as well as the Management. It shall also weaken the Board’s ability to exercise objective oversight; Articles of Association allows appointment of alternate director.
- Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual FundCompliant with law. Governance concern: Excessive Nomination powers vested with the incoming Promoters – Nomination Rights to Promoters will enable them to dictate the Company’s Management; this may prevent an independent functioning of the Board, as well as the Management. It shall also weaken the Board’s ability to exercise objective oversight; AoA allows appointment of alternate director.
9 for4 against - Payment of remuneration to Mr. Rajeev Varman (DIN: 03576356) as a Whole-Time Director and Group Chief Executive Officer of the Company.13 for0 against
6 earlier meetings
Mutual fund votes, meeting of 21 Aug 2025, 14 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Report of the Auditor’s thereonMoreLess
13 for0 against- Re-appointment of Mr. Rafael Odorizzi De Oliveira (DIN: 09492506), director liable to retire by rotation14 for0 against
- Appointment of M/s. Mehta & Mehta, Company Secretaries as Secretarial Auditors of the Company14 for0 against
- Approval for increase in Authorized Share Capital and consequent alteration of the Capital Clause of the Memorandum of Association of the Company14 for0 against
- Payment of remuneration to Mr. Ajay Kaul (DIN:00062135), Non-Executive and Non-Independent Director of the Company:14 for0 against
1 proposal not matched to one resolution
- Accept Financial Statements and Statutory Reports1 for0 against
Mutual fund votes, meeting of 25 Jan 2025, 12 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
- Approval for raising of funds by way of issuance of equity share and/or eligible securities by way of Qualified Institutions Placement (“QIP”).
Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Excessive dilution; no justification for not opting for Rights Issue. There does not appear to be any urgent need of funds.
8 for3 against - Approval of RBAL Employee Stock Option Scheme 2024 (“RBAL ESOS 2024” / “Scheme”)
Against HDFC Mutual Fund
- HDFC Mutual FundExercise price of the ESOP/RSUs is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
10 for1 against - Approval for extension of RBAL Employee Stock Option Scheme 2024 (“RBAL ESOS 2024” / “Scheme”) to employees of Holding/Subsidiary/Associate Company(ies).
Against Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Taurus Mutual Fund
- Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund: Compliant with law. Governance & Transparency Concern: Extension of scheme to employees of group / associate company without compelling reasons / cost not reimbursed to the Company.
- HDFC Mutual FundExercise price of the ESOP/RSUs is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
- Nippon India Mutual FundExtension of scheme to employees of group / associate.
- Taurus Mutual FundThrough resolution #3, the company seeks approval to extend the benefits of the scheme to the employees of group companies including holding, subsidiary and associate companies. We do not support the extension of ESOP schemes to employees of associate companies and group companies except to the employees of unlisted holding company and subsidiaries. Further, our recommendation is linked to resolution #2. We do not support the resolution.
6 for6 against Approval for provision of money by the Company to the trust for the subscription of equity shares of the Company for implementation of the RBAL Employee Stock Option Scheme 2024 (“RBAL ESOS 2024” / “Scheme”).MoreLess
Against HDFC Mutual Fund
- HDFC Mutual FundExercise price of the ESOP/RSUs is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
10 for1 against- Approval of limits under Section 180(1)(a) of the Companies Act, 2013 for creation of charge/mortgage on the assets of the Company.11 for0 against
4 proposals not matched to one resolution
- Item 1, as a fund house numbered it1 for0 against
- Item 2, as a fund house numbered it
Against Taurus Mutual Fund
- Taurus Mutual FundUnder this scheme, two types of options shall be granted: (i) Performance stock options granted at face value; and (ii) stock options to be granted at market price. The performance stock options granted shall vest on the achievements of parameters such as EBITDA with 50% weightage and revenue and Net restaurant growth with 25% weightage each. The performance options will vest based on the achievement of the company’s annual operating plan and the achievement percentage will be decided by NRC, subject to not being lower than 90%. Stock options granted at market price shall have time-based vesting. In the case of performance options, the company has provided the vesting criteria with their indicative weightages for each criterion. However, the company has not disclosed the targets for each criterion, instead stating that targets shall be as defined in the annual operating plan which will be decided by the NRC. We believe the company should disclose the targets in the meeting notice or in cases where the company chooses not to disclose these corporate-level targets in the resolution, it must clarify that in subsequent annual reports, it will disclose the targets that were expected to be achieved for each of the performance measures and the performance that was achieved, for vesting to take place. Further, there is no clarity on the mix of the performance options and stock options to be granted under the scheme. Thus, we do not support the resolution.
0 for1 against - Item 4, as a fund house numbered it
Against Taurus Mutual Fund
- Taurus Mutual FundThrough resolution #4, the company seeks approval to grant loan(s) in one or more tranches, and/or to give guarantee or provide security in connection with loan(s) or any other financial assistance to be granted to the employee welfare Trust (proposed to be set-up by the Company), with a view to enable the ESOP Trust to purchase Company's equity shares in view to implement RBAL ESOS 2024. The limit for the loan/guarantee to be granted will be upto an amount not exceeding 5% of the aggregate of the paid-up share capital and free reserves of the Company. Our view on this resolution is linked to our view on resolution #2. We do not support the resolution.
0 for1 against - Item 5, as a fund house numbered it1 for0 against
Mutual fund votes, meeting of 19 Sep 2024, 14 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Report of the Auditor’s thereonMoreLess
13 for0 against- Re-appointment of Mr. Amit Manocha (DIN: 01864156), director liable to retire by rotation14 for0 against
- Appointment of Mr. Andrew Day (DIN: 10712889), as an Independent Director of the Company for a term of 5 (five) consecutive years14 for0 against
- Payment of remuneration to Mr. Andrew Day (DIN: 10712889), as an Independent Director of the Company14 for0 against
- Appointment of Mrs. Tara Subramaniam (DIN: 07654007), as an Independent Director of the Company for a second term of 5 (five) consecutive years14 for0 against
- Payment of remuneration to Mrs. Tara Subramaniam (DIN: 07654007), Independent Director of the Company14 for0 against
- Appointment of Mr. Sandeep Chaudhary (DIN: 06968827), as an Independent Director of the Company for a second term of 5 (five) consecutive years14 for0 against
- Payment of remuneration to Mr. Sandeep Chaudhary (DIN: 06968827), Independent Director of the Company14 for0 against
- Payment of remuneration to Mr. Rajeev Varman (DIN: 03576356) as a Whole-time Director and Group Chief Executive Officer of the Company
Against Axis Mutual Fund, Mirae Asset Mutual Fund
- Axis Mutual FundRajeev Varman, 54, is the Whole-time Director and Group CEO, Restaurant Brands Asia Limited. He has been associated with the company since 2014. The company seeks approval for his remuneration terms from 1 April 2025 to 31 March 2026. Rajeev Varman received Rs. 80.9 mn in FY24. He was last granted 3,549,108 stock options in FY20 (pre-listing). There is no clarity on his future grants and NRC has the discretion to grant ESOPs at a price as low as face value. We are unable to estimate his total compensation over his tenure, as he is entitled to receive stock options for which there is no guidance provided, nor is there an absolute cap. The company has clarified that no grants will be made to the CEO out of the current available pool of stock options under the outstanding scheme. Notwithstanding, we note that stock options have been a major remuneration component in the past - therefore, the quantum of stock options which he will be entitled to under any upcoming schemes still cannot be ascertained. The remuneration terms, therefore, are open ended: the company must cap overall remuneration in absolute amounts and disclose the quantum of stock options that he is eligible to receive, including the granular performance metrics which determine his variable pay and stock options. We are unable to support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
12 for2 against - Grant of loan(s) to PT Sari Burger Indonesia and/or PT Sari Chicken Indonesia, subsidiaries of the Company under Section 185 of the Companies Act, 2013
Against Axis Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund
- Axis Mutual FundPT Sari Burger Indonesia (BK Indonesia) (88.8% subsidiary) 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 31 March 2024, BK Indonesia has 150 restaurants. PT Sari Chicken Indonesia (SCHI) is a wholly owned subsidiary of BK Indonesia, subsidiary of the Company. SCHI has exclusive master franchise and development rights in Indonesia to develop, establish, own, operate, and to grant franchises, of POPEYES® restaurants. As on 31 March 2024, it has 25 restaurants. The company holds 88.8% equity in BK Indonesia further, the remaining 11.2% is held by PT Mitra Adiperkasa, Tbk. The company has clarified that it remains optimistic about its Indonesian businesses and plans to provide financial support to its subsidiaries to help them navigate current geopolitical challenges. The current indicative interest rates for borrowings by an Indonesian entity for tenors upto 5 years is approximately 8.5% - the interest rate for the current loan will be at market rates. The company holds 88.80% in its Indonesian Subsidiaries - it may still provide financial assistance in the form of loan to the extent of its entire requirement, not necessarily in the ratio of its shareholding. We expect the grant of loans/guarantees to be in the ratio of shareholding, more so, given the financial stress the Indonesian business is under. We do not support the resolution.
- Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
- Nippon India Mutual FundGrant of loans/guarantees to be in the ratio of shareholding, more so, given the financial stress the Indonesian business is under
11 for3 against
1 proposal not matched to one resolution
- Accept Financial Statements and Statutory Reports1 for0 against
Mutual fund votes, meeting of 17 Mar 2024, 11 fund houses
- To appoint Mr. Yash Gupta (DIN: 00299621) as an Independent Director of the Company11 for0 against
- Payment of remuneration to Mr. Yash Gupta (DIN: 00299621)11 for0 against
Mutual fund votes, meeting of 29 Oct 2023, 8 fund houses
- To appoint Ms. Roshini Bakshi (DIN: 01832163) as Non- Executive (Non-Independent) Director of the Company
Against SBI Mutual Fund
- SBI Mutual FundMs. Roshini Bakshi, 56, is the Managing Director (Private Equity) at Everstone Capital Asia Pte Ltd., which held 40.8% in the company through QSR Asia Pte Ltd. Singapore (promoter company) as on 30 June 2023. SBIMF’s internal proxy voting guidelines do not allow us to vote in favor of promoter directors’ or promoter director representatives’ appointment/re-appointment if the board is not 50% independent both in number and spirit irrespective of the chairman of the board being an independent director. This is in line with the Kotak committee recommendations. We observe that there are 8 Board of Directors (BODs), out of which 3 are classified as independent directors. Hence, the effective independence is assessed at 38% on the SBIMF framework. We wish to clarify that we do not have any doubt about the competency of the directors or the promoter director representative. Our only concern is <50% independence on the board. This is why we do not support the resolution.
7 for1 against
Mutual fund votes, meeting of 7 Aug 2023, 8 fund houses
Each resolution counts the houses whose vote was matched to it; the rest are listed last.
Adoption of Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Board of Directors along with annexures and the Auditor’s thereon and Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Auditor’s thereon .MoreLess
7 for0 against- Re-appointment of Mr. Jaspal Singh Sabharwal (DIN: 00899094), director liable to retire by rotation
Against Franklin Templeton Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund
- Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because Jaspal Singh Sabharwal has failed to attend at least 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation.
- LIC Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with Law. Governance concern: Low attendance in SRC meetings.
5 for3 against - Appointment of M/s. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration8 for0 against
- Re-appointment of Mr. Rajeev Varman (DIN:03576356) as a Whole-time Director.8 for0 against
- Payment of Remuneration to Mr. Rajeev Varman (DIN: 03576356) as Whole-time Director and Group Chief Executive Officer of the Company
Against SBI Mutual Fund
- SBI Mutual FundRajeev Varman’s FY23 compensation aggregated Rs. 73.9 mn (excluding ESOPs). He was last granted 3,549,108 stock options in FY20 (pre-listing). There is no clarity on his future grants and NRC has the discretion to grant ESOPs at a price as low as face value. We estimate his FY24 compensation at Rs. 125.8 mn (including fair value of ESOPs) – we have assumed an annual grant of 400,000 stock options to him, based on grants made to senior management in last two years. At Rs. 125.8 mn, his compensation is high for the company’s size and is not comparable to peers. Further, there is no disclosure on performance metrics that determine his variable pay. We are unable to support the resolution.
7 for1 against - Payment of remuneration to Mr. Shivakumar Dega (DIN: 00364444), Non-Executive - Independent Director, Chairmann8 for0 against
- Payment of remuneration to Mrs. Tara Subramaniam (DIN: 07654007), Non-Executive - Independent Director8 for0 against
- Payment of remuneration to Mr. Sandeep Chaudhary (DIN: 06968827), Non-Executive - Independent Director8 for0 against
1 proposal not matched to one resolution
- Accept Financial Statements and Statutory Reports1 for0 against
Each fund house counted once, from its own disclosure; the reasons are its own words.
Fines and stakes in unlisted companies
Reported in the filing for the quarter to Jun 2026.
- Unlisted stake heldPT SARI BURGER INDONESIASince 22 Jun 2026
0.00% bought in the quarter; holding 88.00%, from 88.00%
- Fine or penaltySurat Municipal Corporation ('SMC')Since 21 Apr 2026
Issuance of challan by the Surat Municipal Corporation of Rs. 5,000/- fpr unhygienic conditions and cleanliness violation
Voilation of Section 458 Surat Municipal Corporation Acts read with section 56 and Section 66 of the FSSAI Act. - Fine or penaltyAdjudicating Officer and Assistant Commissioner (Food) Food and Drug Administration, M.R. PuneSince 6 May 2026
The Adjudicating Officer passed an order holding the respondents liable for the alleged violations and imposed a joint penalty of Rs.45,000/- on Respondent Nos. 1 to 3.
The case pertains to multiple hygiene and sanitary non-compliances under Section 458 Surat Municipal Corporation Acts read with Section 56 read with Section 66 of the FSSAI Act. - Fine or penaltyRajkot Municipal CorporationSince 6 May 2026
A penalty of Rs. 10000/- imposed by Rajkot Municipal Corporation
Violations under the Gujarat Provincial Municipal Corporations (GPMC) Act (historically known as the B.P.M.C. Act, 1949).Waste management or sanitation violations specifically under Chapter 14, Rules 1 to 6 of Appendix ‘A’. These rules govern the "Sanitary Provisions" and "Solid Waste Management."MoreLess
- Fine or penaltyPanvel Municipal Corporation ('PMC')Since 8 May 2026
Impostion of fine of rs. 500/- by Panvel Municipal Corporation for usage of the area outside the store.
The challan got issued for voilation of section 179 Maharashtra Municipal Councils, Nagar Panchayats and Industrial Townships Act, 1965 i.e. Usage of the area outside the store for putting branding stalls and standsMoreLess
- Fine or penaltyHealth & Solids Waste Management, NoidaSince 12 May 2026
Issuance of fine of Rs. 20,000/- on the company by Health & Solids Waste Management, Noida
Issuance of Challan for non complaince of solid waste management rules 2016 C&D waste management rules, 2016, by the authority for 1) No segregation of waste 2) Mix waste found outside the campus - Fine or penaltyAdditional District Magistrate, Greater MumbaiSince 26 May 2026
Issuance of penalty of Rs. 50,000/- on the company and nominee jointly, for voiltion under Section 24(1) food safety and standard (Packaging and labelling ) 2011 r/w regulation 2.2.2(4) (iv)(iii) r/w 2.5 p/u sec 53 and 66 of Fssai 2006
FDA issued Notice dated September 14, 2020 alleging missing of the vegetarian/non-vegetarian logo. - Fine or penaltyNavi Mumbai Mahanagar PalikaSince 8 Jun 2026
Issuance of challan by NMMC for usage of the area outside the store. The NMMC imposed a fine of Rs. 5000/-
For violation of section 157 of Maharashtra Municipal Corporations Act, 1949 along with specific local Solid Waste Management and Cleanliness Bye-laws for blockage in the outside drainage by store waste waterMoreLess
2 more
- Fine or penaltyDistrict Consumer commission HyderabadSince 15 Jun 2026
The Adjudicating Officer passed an order holding the respondents liable for the deficency of services and ordered to refund the amount of Rs. 291.90/- along with Rs. 5,000/- and Rs. 2,000/- towards complaint
The complaint pertains to deficency of services u/s 35 of consumer Protection Act 2019 - Fine or penaltyAdditional District Magistrate, AgraSince 30 Jun 2026
Issuance of penalty of Rs. 50,000/- on the company, Rs. 45,000/- on the Nominee and Rs. 20,000/- on the RGM for vialtion under Section 26(2) and Section 51 of FSSAI, 2006
Violation of Sec. 26(2) of FSSAI, 2006 - prohibits food business operators from manufacturing, storing, selling, or distributing any food that is unsafe, sub-standard.
In the company's own words, from its latest governance filing.
Investor complaints and compliance
Quarter by quarter.
Investor complaints received and resolved, the company's own count
- Received
- Resolved
Open at the quarter's end
- The board is made up as the listing rules require
- Yes
- The board has a regular chairperson
- Yes
- The company has a risk management committee
- Yes
- The chair is related to the managing director
- No
- The filing has a part on fines and penalties
- Yes
- The filing has a part on tax disputes
- No
- There was a cyber security incident in the quarter
- No
The company's own answers in its filing.
How money raised was used
Reported for the quarter to Jun 2026. A preferential issue sells new shares to chosen investors rather than to the public. A warrant or partly paid issue plans the whole issue while the money comes in over time, so the amount set aside can be more than raised so far.
| Raised | Amount raised | For | Set aside | Spent | Spent elsewhere |
|---|---|---|---|---|---|
| QIPMar 2025, checked by ICRA Limited | 500.00 | Prepayment and / or repayment, in full or in part, of all or a portion of certain of the outstanding borrowings availed by our Company | 72.00 | 72.00 | No |
| QIPMar 2025, checked by ICRA Limited | 500.00 | Funding capital expenditure requirements towards setting up new restaurants in India | 325.00 | 251.56 | No |
| QIPMar 2025, checked by ICRA Limited | 500.00 | General corporate purposes | 83.09 | 79.38 | No |
| QIPMar 2025, checked by ICRA Limited | 500.00 | Issue Related Expense | 19.91 | 19.91 | No |
| Preferential IssuesJun 2026, checked by India Ratings & Research Private Limited | 1,500.00 | Funding capex, costs and expenditure requirements towards setting up/acquiring new restaurants in India | 837.00 | 0.00 | No |
| Preferential IssuesJun 2026, checked by India Ratings & Research Private Limited | 1,500.00 | Funding capex, costs and expenditure towards refurbishment and remodeling of existing restaurants | 288.00 | 0.00 | No |
| Preferential IssuesJun 2026, checked by India Ratings & Research Private Limited | 1,500.00 | General Corporate Purposes | 375.00 | 0.00 | No |