Restaurant Brands Asia Board Approves Capital Increase and Preferential Issue to Fuel Growth

Restaurant Brands Asia (RBA) announced that its Board of Directors has approved an increase in authorized share capital and a preferential issue to raise approximately INR 900 Crore. The preferential issue involves allocating equity shares and warrants to Lenexis Foodworks and other acquirers. This strategic move aims to provide a capital infusion that will support the company’s expansion plans and strengthen its financial position.

Capital Increase and Preferential Issue

The Board of Directors has given the go-ahead for increasing the company’s authorized share capital. The share capital will rise from INR 7,00,00,00,000 to INR 9,00,00,00,000. This adjustment necessitates a corresponding amendment to Clause V of the Memorandum of Association (MOA).

Details of the Preferential Issue

The board has approved the issuance and allotment of equity shares and warrants on a preferential basis to several acquirers including Lenexis Foodworks Private Limited, Aayush Agrawal Trust, and Inspira Foodworks Private Limited.

  • Equity Shares: 12,85,71,128 fully paid-up equity shares at a price of INR 70 per share will be issued to Acquirer 1, aggregating to INR 8,99,99,78,960.
  • Warrants: 8,57,14,285 warrants, each convertible into one equity share at INR 70, will be issued to Acquirer 1, amounting to INR 5,99,99,99,950.

Acquisition of Shares

The Acquirers and Inspira Agro Trading LLC (“IATL”) will also acquire shares from QSR Asia Pte Ltd and F&B Asia Ventures (Singapore) Pte Ltd for INR 70 per share. The shares being acquired represent 11.26% of the total paid-up equity share capital of the company.

Management and Control Changes

Upon closing of the share acquisitions, the Acquirers and IATL will gain control of the Company and become its promoters. There will be changes to the Board of Directors, with some existing directors stepping down and new directors being nominated by the Acquirers.

EGM Convened

An extra-ordinary general meeting (EGM) has been scheduled for February 13, 2026, to seek shareholder approval for the aforementioned resolutions.

Source: BSE

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