Restaurant Brands Asia Limited has announced that its board has approved an increase in authorized share capital and a preferential issue of equity shares and warrants. The company will increase its authorized share capital from INR 7,000,000,000 to INR 9,000,000,000. Subject to shareholder approval, Lenexis Foodworks Private Limited and other acquirers will receive equity shares and warrants, marking a strategic move for the company. An extra-ordinary general meeting will be convened on February 13, 2026.
Capital Restructuring Approved
Restaurant Brands Asia Limited has received board approval for an increase in its authorized share capital. The authorized capital will rise from INR 7,00,00,00,000 (Indian Rupees Seven Hundred Crores) to INR 9,00,00,00,000 (Indian Rupees Nine Hundred Crores). This change necessitates an amendment to Clause V of the Memorandum of Association (MOA).
Preferential Issue Details
The board has also sanctioned the issuance and allotment of equity shares and warrants via a preferential issue on a private placement basis, pending shareholder and statutory approvals. The securities will be offered to Lenexis Foodworks Private Limited (“Acquirer 1”), Aayush Agrawal Trust (“Acquirer 2”), Inspira Foodworks Private Limited (“Acquirer 3”), and Mr. Aayush Madhusudan Agrawal (“Acquirer 4”).
The preferential issue involves:
- 12,85,71,128 Equity Shares to Acquirer 1 at INR 70 per share, totaling INR 8,99,99,78,960.
- 100 Equity Shares each to Acquirer 2, Acquirer 3, and Acquirer 4 at INR 70 per share (INR 7,000 each).
- 8,57,14,285 warrants to Acquirer 1 at INR 70 per warrant, totaling INR 5,99,99,99,950. These warrants are exercisable within 18 months.
SSA and SPA Agreements
The Company and the Acquirers have executed a securities subscription agreement (SSA). Furthermore, QSR Asia Pte Ltd., F&B Asia Ventures (Singapore) Pte. Ltd., the Acquirers, and Inspira Agro Trading LLC (“IATL”) are expected to execute a share purchase agreement. The transactions contemplated under the SPA and SSA are referred to as the “Proposed Transaction”.
Post transaction, Acquirers and IATL will likely need to make an open offer to shareholders. The Acquirers and IATL are expected to gain control of the company and become promoters, while the Sellers will cease to be classified as promoters.
EGM Scheduled
An extra-ordinary general meeting (EGM) has been scheduled for February 13, 2026, to seek shareholder approval for the capital increase, preferential issue, and related matters. A draft of the EGM notice has been approved by the Board.
Source: BSE
