RajasthanGlobal Securities Pvt. Ltd. has made a substantial acquisition of equity shares in Restaurant Brands Asia Ltd. , as disclosed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction was executed through the open market on 27.05.2026, with the acquirer confirming that it does not belong to the promoter or promoter group of the target company.

Acquisition Details

RajasthanGlobal Securities Pvt. Ltd. acquired 12,87,378 equity shares carrying voting rights, equivalent to 0.22% of the total share and voting capital of Restaurant Brands Asia Ltd. The acquisition was carried out entirely through the open market, with no warrants, convertible securities, or encumbered shares involved in the transaction.

The following table summarises the key parameters of the acquisition:

Shareholding Before and After Acquisition

Prior to this transaction, RajasthanGlobal Securities Pvt. Ltd. held 5,30,76,411 shares in Restaurant Brands Asia Ltd., representing 9.11% of the total share and voting capital. Post-acquisition, the total holding has risen to 5,43,63,789 shares, accounting for 9.33% of the total share and voting capital.

Share Capital of the Target Company

The equity share capital of Restaurant Brands Asia Ltd. remained unchanged at 582746905 shares of Rs.10 each both before and after the acquisition. The total diluted share and voting capital of the target company also stands at 582746905 shares of Rs.10 each post-acquisition, as there are no outstanding convertible securities or warrants that would alter the diluted share count.

The disclosure was signed by an authorised signatory of Rajasthan Global Securities Pvt. Ltd. and filed from New Delhi on 27.05.2026.

Lenexis Foodworks Private Limited and other acquirers have initiated an open offer to acquire up to 20,80,61,717 fully paid-up equity shares of Restaurant Brands Asia Limited, representing 26% of the expanded voting share capital. The offer price is ₹70 per share, along with an applicable interest of ₹0.39 per share, aggregating to a total consideration of up to ₹14,64,54,64,260. The offer is being made in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

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. The company will also issue 8,57,14,285 warrants to Acquirer 1 at ₹70 per warrant, 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 Competition Commission of India (CCI) approved the transaction via a letter dated May 20, 2026.

Transaction Details