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.

Restaurant Brands Asia Limited shares gained 1.90% to close at ₹68.95 on Thursday after the company announced its board will meet on January 20 to consider various fundraising proposals. The company, which operates Burger King and Popeyes franchises in India, submitted the intimation to stock exchanges on January 15 in compliance with SEBI Listing Regulations.

Fundraising Proposals Under Consideration

The board meeting will focus on evaluating multiple fundraising options to strengthen the company's financial position. The directors will consider raising funds through various financial instruments and methods, subject to approval from company members and regulatory authorities.

The fundraising proposals will require approval from company members and relevant statutory authorities before implementation. The board retains flexibility to choose the most suitable combination of instruments and methods based on market conditions and strategic requirements.

Everstone Capital Exit Developments

In November, reports indicated that Everstone Capital had revived efforts to exit Restaurant Brands Asia, with talks progressing rapidly and multiple parties submitting interest. The private equity firm holds an 11.27% stake in the company through QSR Asia Pte Ltd. and was reportedly in advanced negotiations with a mix of financial and strategic bidders.

Sources indicated that contenders included a family office of a listed company with existing QSR footprint, along with other private equity investors evaluating the deal. If the transaction proceeds, a change in controlling promoter would likely trigger an open offer as required under takeover regulations.

Stock Performance and Trading Restrictions

The stock has shown mixed performance with a 7.80% gain in the past month, though it has declined 11.70% over the past year. The company has implemented trading window restrictions for designated persons and their immediate relatives, effective from January 1 until 48 hours after the board meeting concludes.

The trading window restrictions cover both the consideration of unaudited financial results for the third quarter and nine months ending December 31, as well as the fundraising proposals, ensuring compliance with SEBI Insider Trading Regulations.