BSEInsider Trading / SAST1d ago · 24 Jul 2026, 10:22 am
The Exchange has received the Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations, 2011 on July ....
Restaurant Brands Asia Ltd · 543248
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Restaurant Brands Asia Ltd has disclosed the creation of a pledge over 11,88,93,177 equity shares by Lenexis Foodworks Private Limited, a promoter, for a bonafide purpose of raising funds for an acquisition transaction.
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Restaurant Brands Asia Ltd - 543248 - Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations, 2011.
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July 23, 2026
BSE Limited, National Stock Exchange of Restaurant Brands Asia
Phiroze Jeejeeboy Towers, India Limited
Dalal Street, Exchange Plaza, 5th Floor, Plot Company Secretary and
Mumbai – 400 001 no. C/1, G Block, Compliance Officer,
Bandra Kurla Complex, Bandra 2nd Floor, ABR Emerald,
(East), Plot No. D-8, Street No. 16,
Mumbai – 400 051 MIDC, Andheri (East),
Mumbai – 400 093
Re: Disclosure of Creation of Pledge under SEBI (SAST) Regulations, 2011
(Restaurant Brands Asia Limited Scrip Code: BSE – RBA 543248 & NSE – RBA EQ)
We (Lenexis Foodworks Private Limited) hereby inform you that Lenexis Foodworks Private Limited
has created pledge over an aggregate of 11,88,93,177 equity shares of Restaurant Brands Asia Limited.
The creation of pledge is for bonafide purpose, i.e. raising of funds for acquisition transaction.
Please find enclosed herewith prescribed form under Regulation 31 of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 giving details of creation of pledge on the shares of Restaurant
Brands Asia Limited.
Kindly acknowledge the receipt and take on your records.
Thanking You,
Yours faithfully,
Disclosure by the Promoter(s) to the stock exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/release of encumbrance, in terms of Regulation 31(1) of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Name of the Target Company Restaurant Brands Asia Limited
Names of the stock exchanges where the shares of the target company are listed National Stock Exchange of India Limited and BSE Limited
Date of Reporting July 23, 2026
Name of the promoter or PAC on whose shares encumbrance has been Lenexis Foodworks Private Limited
created/released/invoked
Details of creation of encumbrance:
Name of the Promoter(s) or PACs Promoter holding in the Promoter holding already Details of events pertaining to encumbrance (3) Post event holding of
with him** target company (1) encumbered (2) encumbered shares {creation
[(2)+(3)] / release [(2)-(3)] /
invocation [(1)-(3)]]
Number % of total Number % of total Type of Date of Type of Reasons for Number % of total Name of Number % of total
share share event creation/ encumbrance encumbrance share the entity in share capital
capital* capital (creation / release/ (pledge/ lien/ capital* whose
release / invocation of non disposal favour
invocation) encumbrance undertaking/ shares
others) encumbered
Lenexis Foodworks Private Limited 38,29,47,228(1) 47.80% Nil Nil Creation July 14, Pledge For bonafide 11,88,93,177 14.84%*** CTL 11,88,93,177 14.84%
2026 purpose, i.e. Trusteeship
raising of Limited (on
funds for behalf of
acquisition the
transaction debenture
holders)
Aayush Agrawal Trust 200 0.00% Nil Nil - - - - - - - - -
Inspira Foodworks Private Limited 200 0.00% Nil Nil - - - - - - - - -
(formerly Inspira Realty 1 Private
Limited)
Mr. Aayush Madhusudan Agrawal 200 0.00% Nil Nil - - - - - - - - -
Inspira Agro Trading LLC Nil Nil Nil Nil - - - - - - - - -
(1) Includes the 8,57,14,285 (eight crores fifty seven lakhs fourteen thousand two hundred and eighty five) share warrants allotted to Lenexis Foodworks Private Limited.
(***) 14.84% on a fully diluted basis and 16.71% on an as is basis,.
(**) The names of all the promoters, their shareholding in the target company and their pledged shareholding as on the reporting date should appear in the table irrespective of whether they are reporting on the date of event or not.
(*) Total share capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement. Diluted share / voting capital means the total number of shares in the TC assuming full
conversion of the outstanding convertible securities / warrants into equity shares of the TC.
Disclosure of reasons for encumbrance
Name of listed company Restaurant Brands Asia Limited
Name of the recognised stock exchanges where the shares of the company are listed National Stock Exchange of India Limited and BSE Limited
Name of the promoter(s) / PACs whose shares have been encumbered Lenexis Foodworks Private Limited (Promoter)
Total promoter shareholding in the listed company No. of shares – 38,29,47,828(1)
% of total share capital – 47.80%(2)
Encumbered shares as a % of promoter shareholding 31.05%(2)
Whether encumbered share is 50% or more of promoter shareholding YES / NO
Whether encumbered share is 20% or more of total share capital YES / NO
(1) Includes the 8,57,14,285 (eight crores fifty seven lakhs fourteen thousand two hundred and eighty five) share warrants allotted to Lenexis Foodworks Private Limited.
(2) On a fully diluted basis assuming conversion of all outstanding convertible securities including the warrants allotted to Lenexis Foodworks Private Limited.
Details of all the existing events/ agreements pertaining to encumbrance
Encumbrance I (Date of creation of cumbrance: July 14, 2026)
Type of encumbrance (pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of encumbrance) Pledge
No. and % of shares encumbered No. of shares: 11,88,93,177
% of total share capital: 16.71% on an as is basis and 14.84% on a
fully diluted basis.
Specific details about the encumbrance Name of the entity in whose favour shares are encumbered (X) CTL Trusteeship Limited (on behalf of the debenture holders)
Whether the entity X is a scheduled commercial bank, public financial institution, NBFC or housing finance company? If YES / NO
No, provide the nature of the business of the entity. CTL Trusteeship Limited is a SEBI-registered Debenture Trustee
Names of all other entities in the agreement Listed company and its group companies (if any): NA
Other entities (if any)
1. Apart from CTL Trusteeship Limited (“Pledgee” / “CTL”) as
the common security trustee, acting on behalf of the debenture
trustee(s) for the debenture holders as the pledgee and Lenexis
Foodworks Private Limited (“Pledgor” / “LFPL”) as the
issuer of the debentures, no other entity is involved in the
agreement relating to the creation of pledge.
Whether the encumbrance is relating to any debt instruments viz. debenture, commercial paper, certificate of deposit etc.? YES / NO
If yes, provide details about the instrument, including credit rating if yes,
1. Name of the issuer: Lenexis Foodworks Private Limited and
Inspira Realty 2 Private Limited
2. Details of the debt instrument: (a) Secured, unrated, unlisted,
redeemable, non-convertible debentures (“LFPL Debentures”)
aggregating up to INR 3373 crores issued / to be issued by LFPL,
out of which LFPL Debentures aggregating to INR 2235 crores
have been issued by LFPL.
(b) Secured, unrated, unlisted, redeemable, non-convertible
debentures (“IR2PL Debentures”) aggregating up to INR 500
crores issued/ to be issued by Inspira Realty 2 Private Limited
(“IR2PL”), out of which IR2PL Debentures aggregating to INR
250 crores have been issued by IR2PL.
The LFPL Debentures and the IR2PL Debentures collectively are
hereinafter referred to as the Debentures.
3. Whether the debt instrument is listed on stock exchanges?: No
4. Credit Rating of the debt instrument: The debentures are
unrated
5. ISIN of the instruments:
(a) INE11BM07016 for LFPL Debentures aggregating to INR
1050 crores;
(b) INE11BM07024 for LFPLM Debentures aggregating to INR
726 crores;
(c) ISIN creation for LFPL Debentures aggregating to INR 460
crores is underway;
(d) ISIN creation for IR2PL Debentures aggregating to INR 250
crores is underway.
Security Cover / Asset Cover Value of shares on the date of event / agreement (A) INR 844,49,82,363(1)
Amount involved (against which shares have been encumbered) (B) (a) LFPL Debentures aggregating up to INR 3373 crores along
with the interest, make the whole amount, the additional
return, the default interest, costs and expenses of the
intermediaries and all costs, fees, stamp du
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