Restaurant Brands Asia Approves ₹15,000 Crore Issue, EGM on Feb 13

Introduction to the Strategic Overhaul

Restaurant Brands Asia Limited (RBA), formerly Burger King India, announced a landmark decision by its board on January 20, 2026, setting the stage for a significant transformation. The board has approved a comprehensive capital restructuring plan, highlighted by a preferential issue of equity shares and warrants amounting to nearly ₹15,000 crore. This move is coupled with a change in the company's promoter group, signaling a new strategic direction. To ratify these proposals, an Extraordinary General Meeting (EGM) of shareholders has been scheduled for February 13, 2026.

Expanding the Capital Base

A foundational element of the restructuring is the increase in the company's authorized share capital. The board has approved raising the capital ceiling from ₹700 crore to ₹900 crore. This expansion is a necessary precursor to accommodate the new shares that will be issued as part of the preferential allotment. The change requires an amendment to Clause V of the company's Memorandum of Association, a resolution for which will be presented to shareholders at the upcoming EGM.

Details of the Preferential Allotment

The core of the fundraising plan is a preferential issue of securities on a private placement basis to a consortium of new investors. The total consideration for this issue is approximately ₹14,999.99 crore. The primary beneficiary is Lenexis Foodworks Private Limited, along with Aayush Agrawal Trust, Inspira Foodworks Private Limited, and Mr. Aayush Madhusudan Agrawal. The issue price for both equity shares and warrants has been fixed at ₹70 per security.

The allotment is structured as follows:

The warrants issued to Lenexis Foodworks can be converted into one equity share each within 18 months from the date of allotment, providing a path for further equity infusion.

A Shift in Control and Promotership

This transaction is not merely a capital raise; it represents a fundamental shift in the company's ownership and control. Concurrently with the preferential issue, the current promoters, QSR Asia Pte. Ltd. and F&B Asia Ventures (Singapore) Pte. Ltd., have entered into a Share Purchase Agreement (SPA). Under this agreement, they will sell 6,56,23,090 equity shares, representing an 11.26% stake in the company, to the new acquirers and Inspira Agro Trading LLC at the same price of ₹70 per share.

The combined effect of the preferential issue and the stake sale will result in the acquirer group gaining control of Restaurant Brands Asia. Consequently, they will become the new promoters of the company, while the selling entities will cease to hold promoter status. This change in control will trigger a mandatory open offer to the public shareholders of the company, as required by SEBI's takeover regulations.

Regulatory Approvals and Next Steps

The entire transaction is contingent upon securing necessary approvals. The most immediate step is obtaining shareholder consent at the EGM scheduled for February 13, 2026. Shareholders will vote on the increase in authorized capital, the preferential issue, amendments to the Articles of Association to reflect the rights of the new promoters, and the remuneration of key managerial personnel.

Beyond shareholder approval, the deal will require clearance from other regulatory bodies, including the Competition Commission of India (CCI) and stock exchanges (BSE and NSE). The successful completion of these steps will pave the way for the reconstitution of the company's board to include nominees from the new promoter group.

Market Implications and Future Outlook

The infusion of nearly ₹15,000 crore is a significant event for Restaurant Brands Asia and the broader Indian quick-service restaurant (QSR) industry. This capital will provide the company with substantial resources to strengthen its financial position, reduce debt, and aggressively fund future growth and expansion initiatives. The entry of a new promoter group is expected to bring a fresh strategic perspective and operational focus. For investors, the change in management and a well-capitalized balance sheet could unlock new value, though the execution of the new strategy will be critical. The transaction underscores strong investor confidence in the long-term potential of the Indian QSR market.