Lenexis Foodworks Private Limited and its consortium partners have launched a mandatory open offer to acquire a significant stake in Restaurant Brands Asia Limited , the master franchisee of Burger King in India and operator of Burger King and Popeyes brands in Indonesia.

Open Offer Details

The consortium, comprising Lenexis Foodworks Private Limited, Aayush Agrawal Trust, Inspira Foodworks Private Limited, and Mr. Aayush Madhusudan Agrawal, along with Inspira Agro Trading LLC as a person acting in concert, seeks to acquire up to 20,80,61,717 equity shares representing 26.00% of the expanded voting share capital.

Transaction Structure

The open offer stems from two underlying transactions that will result in the consortium acquiring control of Restaurant Brands Asia. The first involves a share purchase agreement (SPA) where the consortium will acquire 6,56,23,091 existing equity shares from current promoters QSR Asia Pte. Ltd. and F&B Asia Ventures (Singapore) Pte. Ltd.

The second component involves a securities subscription agreement (SSA) for preferential allotment of new securities:

Acquirer Profile

Lenexis Foodworks Private Limited, the lead acquirer, operates as one of India's largest homegrown QSR operators with a network of over 250 kitchens across more than 45 cities. The company operates popular brands including Chinese Wok, Big Bowl, and The Momo Co. Mr. Aayush Madhusudan Agrawal, who controls the consortium, holds a 97.94% stake in Lenexis Foodworks.

The consortium's financial performance shows:

Offer Price Justification

The offer price of ₹70 per share has been determined in accordance with Regulation 8 of SEBI (SAST) Regulations, representing the highest of prescribed parameters. This price equals the negotiated price under the underlying agreements and exceeds the volume-weighted average market price of ₹64.96 for the 60 trading days preceding the public announcement.

Target Company Overview

Restaurant Brands Asia Limited operates as the master franchisee for Burger King in India and manages Burger King and Popeyes brands in Indonesia through subsidiaries. The company's recent financial performance includes:

Regulatory Approvals and Timeline

The transaction requires Competition Commission of India (CCI) approval and in-principle approval from stock exchanges for the preferential issue. The consortium has established financial arrangements including a cash escrow deposit of ₹14.60 crores and a bank guarantee of ₹220.65 crores to meet SEBI requirements.

The tentative timeline indicates the tendering period will commence on March 17, 2026, and close on April 02, 2026, with payment completion expected by April 20, 2026. The offer remains subject to statutory approvals and may be withdrawn if required approvals are not obtained.

Strategic Implications

Upon completion, the consortium will acquire control of Restaurant Brands Asia and become its promoters, while existing promoters will cease their promoter status. The acquirers have indicated no intention to delist the company and have committed to maintaining minimum public shareholding requirements as per regulatory norms.

Restaurant brand asia (burger king) has received a substantial acquisition disclosure from SBI Mutual Fund, indicating that the fund house has crossed the 5% shareholding threshold through its various schemes. The acquisition was completed on January 23, 2026, triggering mandatory regulatory disclosure requirements.

Acquisition Details

SBI Mutual Fund acquired 50,85,000 shares of Restaurant Brands Asia through market purchase on January 23, 2026. This acquisition represents 0.8726% of the company's total paid-up share capital and pushed the fund's total holding above the 5% regulatory threshold.

Shareholding Position

Following the acquisition, SBI Mutual Fund's total shareholding in Restaurant Brands Asia has increased significantly. The fund's position as of the close of business hours on January 27, 2026, demonstrates its enhanced stake in the company.

Regulatory Compliance

The acquisition triggered disclosure requirements under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. SBI Funds Management Limited, acting on behalf of SBI Mutual Fund, filed the mandatory disclosure with Restaurant Brands Asia's management and the stock exchanges.

The disclosure was submitted to both the National Stock Exchange of India Limited and BSE Limited, where Restaurant Brands Asia shares are listed. The company's equity share capital remains unchanged at Rs 58,274,69,050, consisting of 58,27,46,905 equity shares with a face value of Rs 10 each.

Fund Management Structure

SBI Mutual Fund operates under SBI Funds Management Limited, which is a joint venture between SBI and AMUNDI. The fund house acquired the shares across its various schemes, representing a collective investment approach rather than a single scheme acquisition. The disclosure was signed by the Chief Compliance Officer & Company Secretary of SBI Funds Management Limited on January 27, 2026.