Restaurant Brands Asia Limited has received approval from the Competition Commission of India (CCI) for its proposed acquisition by Lenexis Foodworks Private Limited and other acquirers. The intimation was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The proposed transaction comprises a preferential issue and a share purchase agreement. Under the securities subscription agreement dated January 20, 2026, the company will issue 12,85,71,128 fully paid-up equity shares to Acquirer 1 at a price of ₹70 per share, aggregating to ₹8,99,99,78,960. Additionally, 100 equity shares each will be issued to Acquirer 2, Acquirer 3, and Acquirer 4 at ₹70 per share, amounting to ₹7,000 per acquirer. The company will also issue 8,57,14,285 warrants to Acquirer 1 at ₹70 per warrant, totaling ₹5,99,99,99,950, which are convertible into equity shares within 18 months from the date of allotment.

Share Purchase Agreement

Pursuant to the share purchase agreement dated January 20, 2026, the sellers propose to sell 6,56,23,090 equity shares, representing 11.26% of the total paid-up equity share capital, along with one equity share held as a nominee. The sale shares will be sold to the acquirers and Inspira Agro Trading LLC at a price of ₹70 per share. Upon closing, the acquirers and Inspira Agro Trading LLC will acquire control over the company and become the promoters, while the existing sellers will cease to be classified as promoters.

Open Offer and Regulatory Approvals

In connection with the substantial acquisition, the acquirers have made an open offer to the shareholders of the company. SEBI issued its final observations on the draft letter of offer on April 30, 2026. On May 11, 2026, SEBI granted an extension of timelines prescribed under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, subject to the payment of interest.

The consummation of the proposed transaction was subject to CCI approval, which has now been received via a letter dated May 20, 2026.

Transaction Details

Restaurant Brands Asia Limited has released the transcript of its Q4FY26 earnings conference call, detailing strong performance in its India operations and progress in Indonesia. The company reported a 6.3% year-on-year growth in same-store sales growth (SSSG) for the quarter ended March 31, 2026, marking the highest growth in the last 12 quarters. This performance was driven by a strategy combining value offerings, such as the 2for79 and 2for99 deals, with premium menu additions like the Korean Kimchi and King's Collection.

Financial Performance

The company achieved a gross margin of 70% in Q4FY26, reaching its FY29 guidance a year early. For the full fiscal year, Restaurant Brands Asia reported total revenue of INR2,271 crores. Restaurant-level EBITDA margins improved to 11.6%, more than doubling from approximately 5% in previous years, while company-level EBITDA reached 5.8%.

Operational Highlights

Digital orders constituted 91% of all dine-in orders, with a 51% year-on-year increase in monthly active users for the CRM program. The company also focused on cost efficiencies, including the installation of electric broilers that use half the utilities of older models and solar initiatives to reduce electricity costs. The restaurant count grew by a net of 68 stores during the year, exceeding 80% growth since FY22.

Indonesia Business Update

In Indonesia, the Burger King business turned EBITDA positive, reporting a positive store-level EBITDA of IDR8 billion for FY26. However, the Popeyes business remained challenging, contributing to a consolidated negative store EBITDA of IDR17 billion. The company recorded an impairment of INR120 crores related to the Indonesia operations. Management noted that the acquisition by Inspira Global is nearing completion, pending certain government approvals, and a revised outlook will be provided in Q1FY27.