Restaurant Brands Asia Limited successfully concluded its Extra-Ordinary General Meeting on February 13, 2026, with all four proposed resolutions receiving shareholder approval. The meeting was conducted through video conferencing from 11:00 a.m. to 12:43 p.m. IST, demonstrating strong shareholder participation across all categories and paving the way for a major INR 1,500 crore fund raising initiative.

Meeting Overview and Strategic Announcements

The EGM recorded significant shareholder engagement with a total of 256,222 shareholders on the record date of February 06, 2026. Mrs. Tara Subramaniam, Independent Director, chaired the meeting which witnessed participation from 134 shareholders through video conferencing, including 2 from the promoter group and 132 from the public category. Additionally, 8 public shareholders attended either in person or through proxy.

Major Fund Raising Initiative

Mr. Rajeev Varman, Whole-time Director and Group Chief Executive Officer, briefed members about the company's performance and outlined the main agenda covering the fund raising strategy. The company plans to raise funds through issuance of around 12.86 crore equity shares and around 8.57 crore warrants convertible into equity shares, both at an offer price of ₹70, aggregating to around INR 1,500 crore.

Resolution Outcomes and Voting Results

The ordinary resolution for increasing the authorized share capital from existing INR 700 crore to INR 900 crore and consequent alteration to the Capital clause of the Memorandum of Association received overwhelming support with 99.89% approval from shareholders who voted.

The special resolution for issuance of equity shares and warrants by way of preferential issue on a private placement basis was approved with 99.58% of the votes in favour, enabling the company to raise capital through preferential allotment to identified investors.

Strategic Partnership and Governance Changes

Inspira Global's intention to support the company's growth strategy and strengthen its operational and financial flexibility for the next phase of expansion was highlighted during the meeting. The strategic investor will acquire controlling interest in the company, triggering an open offer as per regulatory requirements.

The special resolution for adoption of amended and restated Articles of Association and grant of special rights to identified shareholders received 90.38% approval. This resolution incorporates certain rights of the incoming promoters and removal of the rights of exiting promoters.

Executive Remuneration and Compliance

The special resolution for payment of remuneration to Mr. Rajeev Varman as Whole-Time Director and Group Chief Executive Officer achieved the highest approval rate of 99.90%, demonstrating strong shareholder confidence in the leadership.

Ms. Alifya Sapatwala, Partner at M/s. Mehta & Mehta Company Secretaries, served as the appointed scrutinizer for the voting process. The remote e-voting facility was provided by MUFG Intime India Private Limited, with the voting period from February 09, 2026, to February 12, 2026. The meeting was conducted in full compliance with the Companies Act, 2013, SEBI regulations, and MCA circulars regarding virtual meetings.

Restaurant Brands Asia Limited announced its unaudited financial results for the quarter ended December 31, 2025, demonstrating improved operational performance despite continuing losses. The company, which operates the Burger King franchise in India and Indonesia, showed significant progress in reducing its losses while maintaining strong revenue growth.

Financial Performance Overview

The company's standalone financial results revealed a mixed but improving picture for Q3FY26. While the company continued to report losses, the magnitude decreased substantially compared to the previous year.

Nine Months Performance

For the nine months ended December 31, 2025, Restaurant Brands Asia showed consistent improvement across key metrics. Revenue from operations reached ₹1,698.26 crore compared to ₹1,477.99 crore in the corresponding period last year, marking a growth of 14.90%.

Consolidated Results

On a consolidated basis, which includes the company's Indonesian operations, Restaurant Brands Asia reported revenue from operations of ₹714.65 crore for Q3FY26, up from ₹639.06 crore in Q3FY25. The consolidated net loss for the quarter stood at ₹479.43 crore compared to ₹547.10 crore in the previous year.

Exceptional Items and Regulatory Impact

The company recorded an exceptional item of ₹22.52 crore during the quarter due to the implementation of new Labour Codes by the Government of India on November 21, 2025. This impact resulted from changes in the definition of "wages" under the Code on Wages, 2019, affecting the actuarial valuation of gratuity and long-term compensated absences.

Corporate Developments

The Board of Directors reconsidered and approved revisions to amendments in the Articles of Association and special rights to be granted to identified shareholders. These changes relate to a share purchase agreement dated January 20, 2026, involving Lenexis Foodworks Private Limited, Aayush Agrawal Trust, Inspira Foodworks Private Limited, and other entities as acquirers.

Key Highlights

• Equity Share Capital: ₹582.75 crore as of December 31, 2025
• Earnings Per Share: Basic and diluted EPS of ₹(0.12) for Q3FY26
• QIP Utilization: ₹278.54 crore utilized out of net proceeds of ₹480.09 crore from the Qualified Institutional Placement
• Board Meeting: Results approved at the Board meeting held on February 03, 2026

The company continues to focus on expansion and operational efficiency improvements while managing the challenging operating environment in the quick-service restaurant sector.