Lenexis Foodworks Private Limited, the promoter of restaurant brand asia (burger king) , has disclosed the creation of a pledge over 11,88,93,177 equity shares, representing 14.84% of the company’s total share capital on a fully diluted basis. The pledge was created on July 14, 2026, in favor of CTL Trusteeship Limited, which acts as the security trustee for various debenture holders. This move is part of the financing structure for the ongoing acquisition of the listed entity, with proceeds from the associated debt instruments utilized to fund share purchases and open offer obligations under agreements dated January 20, 2026.

The revised disclosure was submitted to the BSE and NSE on August 12, 2026, following a query raised by the BSE on July 29, 2026. The initial filing under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, dated July 23, 2026, had only named the Trustee without specifying the lenders. The updated filing now includes details of the Debenture Holders, including 360 ONE Income Opportunities Fund - Series 3, Series 5, Series 7, and 360 ONE Prime Ltd., among other investors.

Encumbrance Details

The pledge covers approximately 31.05% of Lenexis Foodworks Private Limited’s total promoter holding. Lenexis holds 38,29,47,228 shares in the target company, constituting 47.80% of the total share capital. The encumbered shares do not exceed 50% of the promoter’s holding nor 20% of the total share capital.

Debt Instrument Structure

The pledge secures secured, unrated, unlisted, redeemable, non-convertible debentures. Lenexis Foodworks Private Limited has issued debentures aggregating up to INR 3,373 crore, of which INR 2,235 crore have been issued. Additionally, Inspira Realty 2 Private Limited has issued debentures aggregating up to INR 500 crore, with INR 250 crore already issued. The combined aggregate exposure stands at INR 3,873 crore.

Specific ISINs have been assigned for portions of the Lenexis issuance: INE11BM07016 for INR 1,050 crore and INE11BM07024 for INR 726 crore. ISIN creation is underway for another INR 460 crore tranche of Lenexis debentures and the entire INR 250 crore Inspira Realty 2 issuance.

What the Numbers Show

The value of the pledged shares on the date of the event was calculated at INR 84,44,98,236 based on the volume-weighted average price of INR 71.03 on July 14, 2026. Against an aggregate debt obligation of INR 3,873 crore (including interest and costs), the ratio of the security cover (share value) to the amount involved is 0.33. This indicates that the market value of the pledged collateral covers only one-third of the total debt exposure, highlighting a significant leverage position in the acquisition financing structure. The proceeds are strictly ring-fenced for the acquisition transaction, including the Share Purchase Agreement and Securities Subscription Agreement executed in January 2026.

Restaurant Brands Asia Limited reported an 18% year-over-year increase in consolidated revenue to ₹823 crore for the quarter ended June 30, 2026, driven by robust performance in its Indian operations. The company achieved a record same-store sales growth (SSSG) of 12.6% in India, marking the highest level in 15 quarters. Consolidated company EBITDA surged more than threefold to ₹43.5 crore from ₹12 crore in the prior year period, reflecting improved operational efficiencies and margin expansion across its portfolio.

The results were disclosed during an earnings conference call hosted by Motilal Oswal Financial Services Limited on August 3, 2026, with the transcript filed with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on August 6, 2026. The filing was made pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shweta Mayekar, Company Secretary and Compliance Officer, signed the intimation.

India Operations Lead Growth

India remains the core revenue driver, contributing 83% of total business. The company expanded its store count to 590 restaurants, a 71% year-over-year increase. Average daily sales (ADS) reached ₹1,31,000, supported by strong traffic growth rather than significant price increases. Gross margins improved to 70.8%, up 3.1% year-over-year, attributed to optimized product mix and supply chain efficiencies through a cluster-based distribution model. Restaurant-level EBITDA in India stood at ₹90 crore, while company-level EBITDA reached ₹52.7 crore, a 133.6% jump from the previous year.

Indonesia Stabilization Efforts

In Indonesia, the company operates 137 Burger King stores and 25 Popeyes outlets. Burger King Indonesia delivered positive restaurant-level EBITDA of ₹6.4 crore, benefiting from cost optimization measures including reduced corporate overheads by 25% and portfolio rationalization. However, Popeyes continued to incur losses, resulting in a combined negative restaurant-level EBITDA of ₹3.3 crore for the region. Management indicated that a new value strategy for Burger King Indonesia is expected to launch by late September to drive volume growth.

Financial Performance Summary

Strategic Outlook and Capital Allocation

Management emphasized a disciplined approach to capital expenditure, focusing on profitability and efficiency gains such as solar farm initiatives and energy-efficient equipment upgrades. While the new promoters have infused capital, the company stated that cash generated will be primarily utilized for organic growth within existing businesses. No immediate plans were announced for co-located stores or consolidation with the promoters’ other ventures, such as Inspira Foods. The company aims to reach a 72% gross margin in India over the next two to three years, currently tracking ahead of schedule at 70.8%. Forward-looking statements regarding strategic options for Popeyes Indonesia are under active review with no definitive timeline provided.