Restaurant Brands Asia Limited, the operator of Burger King in India and Burger King and Popeyes in Indonesia, has announced a major ownership change with Inspira Global acquiring a controlling stake in the company. The transaction, valued at ₹70.00 per share, represents approximately 10% premium to the closing price and marks the complete exit of existing promoter QSR Asia Pte. Ltd.

Transaction Structure and Investment Details

The acquisition will be executed through multiple components involving significant capital infusion into Restaurant Brands Asia. Inspira Global, promoted by Aayush Madhusudan Agrawal, will implement the transaction through Lenexis Foodworks Private Limited, its food and beverage arm.

Acquirer Background and Experience

Inspira Global brings substantial experience in the Quick Service Restaurant sector through its existing operations. The company operates through Lenexis Foodworks Private Limited, which has over a decade of experience in the QSR space. Their portfolio includes Chinese Wok restaurants with an established presence across India.

Regulatory Approvals and Timeline

The proposed transaction requires multiple regulatory clearances before completion. The deal structure will trigger an open offer to public shareholders of Restaurant Brands Asia in accordance with SEBI Takeover Regulations.

Key approvals required include:

• Shareholder approvals
• Competition Commission of India clearance
• Other applicable regulatory approvals
• Compliance with SEBI Takeover Regulations

Management Continuity and Strategic Vision

Rajeev Varman, Whole-time Director and Group Chief Executive Officer of Restaurant Brands Asia, emphasized continuity in operations. The company will maintain its existing leadership team, operational structure, and brand identity while pursuing growth plans under new ownership.

Aayush Madhusudan Agrawal of Inspira Global highlighted the long-term value creation approach, focusing on sustainable growth and realizing market potential. The investment aligns with Inspira Global's emphasis on brand stewardship, operational excellence, and disciplined capital deployment.

Current Business Scale and Market Position

Restaurant Brands Asia has established a significant presence in the Indian QSR market since opening India's first Burger King restaurant. The company currently operates over 575 outlets across India, building on foundations established over 12 years of operations.

Rafael Odorizzi, President Asia-Pacific at Restaurant Brands International, expressed confidence in the partnership's potential to elevate the business to new heights, building on the operational foundation established by existing management.

Source:

Restaurant Brands Asia Limited's board of directors has approved a major capital restructuring plan that will significantly alter the company's ownership structure and raise substantial funds through a preferential issue.

Board Approvals and Key Decisions

At its meeting held on January 20, 2026, the board approved several critical resolutions that will reshape the company's capital structure and ownership pattern.

Authorized Share Capital Increase

The board approved increasing the company's authorized share capital from the existing ₹700.00 crores to ₹900.00 crores, subject to shareholder approval. The restructuring involves:

Preferential Issue Details

The board approved a comprehensive preferential issue worth ₹1,499.99 crores to four acquirers, comprising both equity shares and warrants.

Equity Share Allotment

The preferential issue includes allotment of equity shares at ₹70.00 per share:

Warrant Issuance

Additionally, 8,57,14,285 warrants will be issued to Lenexis Foodworks Private Limited at ₹70.00 per warrant, aggregating to ₹599.99 crores. These warrants can be exercised within 18 months from the date of allotment.

Ownership Change and Control Transfer

The transaction will result in a significant change in the company's ownership structure. Upon completion, the acquirers will gain control of Restaurant Brands Asia Limited and become the new promoters, while the existing promoters QSR Asia Pte Ltd. and F&B Asia Ventures (Singapore) Pte. Ltd. will cease to hold promoter status.

Post-Transaction Shareholding

Assuming full conversion of warrants, Lenexis Foodworks Private Limited will hold 21,42,85,413 shares, representing 26.74% of the total voting equity share capital on a fully diluted basis.

Share Purchase Agreement

Concurrently, the acquirers have executed a share purchase agreement to acquire 6,56,23,091 existing equity shares (representing 11.26% of current paid-up capital) from the current promoters at ₹70.00 per share. This transaction, combined with the preferential issue, will trigger an open offer requirement under SEBI takeover regulations.

Regulatory Approvals and Timeline

The transactions are subject to multiple regulatory approvals including:

• Shareholder approval through extraordinary general meeting
• Competition Commission of India clearance
• Stock exchange approvals from BSE and NSE

An extraordinary general meeting has been scheduled for February 13, 2026, to seek shareholder approval for the proposed capital restructuring, preferential issue, and amendments to the company's Articles of Association.

Board Reconstitution

Upon completion of the transaction, the board will be reconstituted to include directors nominated by the new acquirers. Ms. Roshini Hemant Bakshi and Mr. Amit Manocha will resign as non-executive directors, while Mr. Ajay Kaul's designation will change to nominee director of the acquirers.