BSEInsider Trading / SAST5d ago · 12 Aug 2026, 04:26 pm

The Exchange has received revisedDisclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on August 12, 2026 for Lenexis Foodworks Pvt Ltd

Restaurant Brands Asia Ltd · 543248

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Restaurant Brands Asia Ltd has made a revised disclosure under SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, providing details of the encumbrance of shares by Lenexis Foodworks Private Ltd, a promoter of the company, due to the creation of a pledge for the purpose of raising debentures for acquisition of convertible transaction instruments.

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Restaurant Brands Asia Ltd - 543248 - Revised Disclosures under Reg. 31(1) and 31(2) of SEBI (SAST) Regulations, 2011

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August 12, 2026 BSE Limited, Na(cid:415)onal Stock Exchange of India, Restaurant Brands Asia Limited, Phiroze Jeejeeboy Towers, Exchange Plaza, 5th Floor, Company Secretary and Dalal Street, Plot no. C/1, G Block, Compliance Officer, Mumbai – 400 001. Bandra Kurla Complex, 2nd Floor, ABR Emerald, Plot No. Bandra (East), D-8, Street No. 16, MIDC, Mumbai – 400 051. Andheri (East), Mumbai – 400 093. Re: Revised Disclosure of Crea(cid:415)on of Pledge under SEBI (Substan(cid:415)al Acquisi(cid:415)on of Shares and Takeovers) Regula(cid:415)ons, 2011 (Restaurant Brands Asia Limited – BSE Scrip Code: 543248 and NSE Symbol: RBA EQ) Dear Sir/Madam, With reference to your email dated July 29, 2026, raising a query on the disclosure submi(cid:425)ed under Regula(cid:415)on 31(1) and 31(2) of the SEBI (Substan(cid:415)al Acquisi(cid:415)on of Shares and Takeovers) Regula(cid:415)ons, 2011 (“SAST Regula(cid:415)ons”) in respect of Restaurant Brands Asia Limited dated July 23, 2026, wherein it was observed that only the name of the Trustee had been disclosed under the details of the en(cid:415)ty in whose favour the shares are encumbered, while the names of the lenders were not men(cid:415)oned. Accordingly, we are submi(cid:427)ng the revised disclosure incorpora(cid:415)ng the details of both the Security Trustee and the Debenture Holders (lenders), in compliance with the requirements of the SAST Regula(cid:415)ons. This is for your informa(cid:415)on and 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(1) 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 the Number % of total share share event creation/ encumbrance encumbrance share entity in share capital* capital (creation / release/ (pledge/ lien/ capital* whose favour capital release / invocation of non disposal shares invocation) encumbrance undertaking/ encumbered others) Lenexis Foodworks Private Limited 38,29,47,228(2) 47.80% Nil Nil Creation July 14, Pledge For bonafide 11,88,93,177 14.84%*** The non- 11,88,93,177 14.84% 2026 purpose, i.e. convertible raising of debentures funds for are acquisition transferable transaction instruments being held by Trusteeship Limited on behalf the debenture holders i.e. 360 ONE Income Opportunities Fund - Series 3, 360 ONE Income Opportunities Fund - Series 5, 360 ONE Income Opportunities Fund - Series 7, 360 ONE Prime Ltd. & other investors 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) Date of reporting of the pledge transaction. This revised disclosure is being made on August 12, 2026 pursuant to a query raised by the BSE on July 29, 2026. (2) 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 Ra [Showing first 8,000 characters — download PDF for full document]