Restaurant Brands Asia Limited successfully concluded its Extra-Ordinary General Meeting on February 13, 2026, with all four resolutions approved by shareholders. The meeting saw 68.15% voting participation, with resolutions covering authorized share capital increase (99.89% approval), preferential issue of equity shares and warrants (99.58% approval), Articles of Association amendment with special shareholder rights (90.38% approval), and executive remuneration for Whole-Time Director Mr. Rajeev Varman (99.90% approval).
Restaurant Brands Asia Limited Passes All Four Resolutions at Extra-Ordinary General Meeting
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 in compliance with regulatory guidelines, demonstrating strong shareholder participation across all categories.
Meeting Overview and Participation
The EGM recorded significant shareholder engagement with a total of 256,222 shareholders on the record date of February 06, 2026. The meeting 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.
Meeting Details: Information Record Date: February 06, 2026 Total Shareholders: 256,222 Video Conference Attendees: 134 Resolutions Passed: 4 Overall Voting Participation: 68.15%
Resolution 1: Authorized Share Capital Increase
The ordinary resolution for increasing the authorized share capital and consequent alteration to the Capital clause of the Memorandum of Association received overwhelming support. The resolution secured 99.89% approval from shareholders who voted.
Voting Category: Shares Held Votes Polled % Polled Votes in Favour % in Favour Promoter Group: 65,623,091 65,623,091 100.00% 65,623,091 100.00% Public Institutions: 311,745,768 288,406,675 92.51% 288,406,675 100.00% Public Non-Institutions: 205,378,046 43,127,330 20.99% 42,677,217 98.96% Total: 582,746,905 397,157,096 68.15% 396,706,983 99.89%
Resolution 2: Preferential Issue Approval
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. This resolution enables the company to raise capital through preferential allotment to identified investors.
Voting Outcome: Details Total Votes Polled: 397,157,082 Votes in Favour: 395,469,022 Votes Against: 1,688,060 Approval Percentage: 99.58%
Resolution 3: Articles of Association Amendment
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 faced relatively higher opposition compared to other resolutions, particularly from institutional investors.
Institutional Voting Pattern: Votes Institutional Votes in Favour: 250,649,450 Institutional Votes Against: 37,757,225 Institutional Approval Rate: 86.91%
Resolution 4: Executive Remuneration
The special resolution for payment of remuneration to Mr. Rajeev Varman (DIN: 03576356) as Whole-Time Director and Group Chief Executive Officer achieved the highest approval rate of 99.90%. This resolution demonstrated strong shareholder confidence in the leadership.
Executive Remuneration Voting: Results Total Shares Voted: 395,472,143 Approval Votes: 395,092,556 Against Votes: 379,587 Approval Percentage: 99.90%
Scrutinizer Report and Compliance
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 commencing on February 09, 2026, and concluding on February 12, 2026. The meeting was conducted in full compliance with the Companies Act, 2013, SEBI regulations, and MCA circulars regarding virtual meetings.
The successful passage of all resolutions positions Restaurant Brands Asia Limited to execute its strategic initiatives, including capital expansion and operational enhancements, while maintaining strong shareholder support across its corporate governance framework.
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.
Metric Q3FY26 Q3FY25 Change Revenue from Operations ₹577.32 crore ₹495.37 crore +16.55% Net Loss ₹70.38 crore ₹186.28 crore Reduced by 62.22% Total Income ₹590.07 crore ₹498.73 crore +18.32% Total Expenses ₹594.85 crore ₹517.36 crore +14.98%
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%.
Parameter 9M FY26 9M FY25 Growth Revenue from Operations ₹1,698.26 crore ₹1,477.99 crore +14.90% Net Loss ₹388.19 crore ₹621.54 crore Reduced by 37.54% Total Income ₹1,750.07 crore ₹1,494.88 crore +17.07%
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.
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