Approval of Acquisition of Equity Shares and Control in Restaurant Brands Asia Limited

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/03/1401

20th May 2026

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Mr. Aayush Madhusudan Agrawal, Lenexis Foodworks Private Limited, Aayush Agrawal Trust, Inspira Foodworks Private Limited, and Inspira Agro Trading LLC

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 17th March 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) jointly given by Mr. Aayush Madhusudan Agrawal (AMA), Lenexis Foodworks Private Limited (LFPL), Aayush Agrawal Trust (AAT), Inspira Foodworks Private Limited (IFPL), and Inspira Agro Trading LLC (IATL) [hereinafter, AMA, LFPL, AAT, IFPL, and IATL are collectively referred to as the ‘Acquirers’]. The Notice was filed pursuant to the execution, inter alia, of (i) Securities Subscription Agreement dated 20th January 2026 entered into amongst LFPL, AAT, IFPL, AMA, and Restaurants Brands Asia Limited (Target); (ii) Share Purchase Agreement dated 20th January 2026 entered into amongst QSR Asia Pte. Ltd. (Seller 1), F&B Asia Ventures (Singapore) Pte. Ltd. (Seller 2) and the Acquirers; (iii) Public Announcement dated 20th January 2026 and Detailed Public Statement dated 27th January 2026, issued in relation to the Open Offer in accordance with the Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI Takeover Regulations) [hereinafter, the Acquirers and the Target are collectively referred to as the ‘Parties’].

2. The Proposed Combination envisages the acquisition of upto 61% approximately of the total equity share capital of the Target, on a fully diluted basis, and shall be given effect to through the following steps: a. Subscription to Equity Shares: Proposed subscription, by way of private placement and preferential allotment, of certain fully paid-up equity shares of the Target by LFPL, AAT, IFPL, and AMA, amounting to approximately 16.04539%, 0.00001%, 0.00001%, and 0.00001%, respectively, of the total equity share capital of the Target on a fully diluted basis. b. Subscription to Share Warrants: Proposed subscription by LFPL, by way of private placement and preferential allotment, to certain share warrants amounting to approximately 10.69695% of the total equity share capital of the Target on a fully diluted basis, which can be exercised in one or more tranches within a period of 18 months from the date of their allotment. c. Purchase of Equity Shares: Proposed acquisition by (i) LFPL of certain fully paid- up equity shares held by Seller 1 and Seller 2 amounting to 8.19% approximately of the total equity share capital of the Target on a fully diluted basis and (ii) AAT, IFPL, AMA, and IATL of certain fully paid-up equity shares held by Seller 1, each amounting to approximately 0.00001% of the total equity share capital of the Target on a fully diluted basis. d. Open Offer: Acquisition of upto 26% of the expanded voting share capital of the Target through a mandatory open offer under the provisions of SEBI Takeover Regulations.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 1st April 2026, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response dated 7th April

4. Since the response was not complete, another letter was issued on 15th April 2026, and the response dated 21st April 2026 was submitted by the Acquirers.

5. AMA is an individual entrepreneur with business activities across various sectors, including premium real estate, quick service restaurant (QSR) chain, pharmaceuticals, luxury home products, and clean energy. It is submitted that AMA is the ultimate controlling person of the Acquirer Group, which comprises AMA himself along with certain enterprises in which AMA directly and indirectly controls/holds shares/has voting interests. It is also submitted that no other family members of AMA form part of the Acquirer Group, and the Acquirer Group is not jointly controlled by any other person/entity.

6. LFPL is engaged in the QSR business, operating restaurants across India. Its brand portfolio includes Chinese WOK, The Momo Co., and Big Bowl Co.

7. AAT is a discretionary private trust settled under a trust deed in accordance with the provisions of the Indian Trusts Act, 1882. AAT is the primary investment vehicle for AMA and his family. AMA is the sole trustee and is in sole control of AAT.

8. IFPL was incorporated as a special purpose vehicle for undertaking real estate–related activities. It is now proposed that IFPL shall serve as a strategic investment and operating vehicle, with a focus on the expansion of the QSR business of LFPL.

9. IATL is incorporated under the laws of the United Arab Emirates. It is engaged in the business of trading cardamom in the United Arab Emirates only and does not engage in any activities in India.

10. LFPL, AAT, IFPL, and IATL form part of the Acquirer Group.

11. The Target is a public limited company with its shares listed on each of the exchanges. It is the national master franchisee of the Burger King brand and holds exclusive rights to develop, operate, and franchise Burger King restaurants across India. The Target also operates the Burger King Indonesia franchise and the master franchise agreement for Popeyes in Indonesia. It is also submitted that Seller 1 is the current promoter of the Target and Seller 2 is part of the current promoter group.

12. With regard to horizontal overlaps, it is submitted that LFPL and the Target exhibit overlap in the broad market for the provision of food services in India (Food Services Market), which may be delineated into the segment for the provision of organized food services in India and at the narrower level as the sub-segment for QSRs in India. Additionally, the Acquirers have also considered the presence of the Parties in the QSR sub-segment at the city level.

13. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in the abovesaid relevant market(s) in India.

14. Based on the submissions of the Acquirers, the Commission noted that the combined market share of the Parties, in the Food Services Market and its segment/sub-segments in India, in terms of volume and value, is in the range of [0-5]%, and the incremental market share is less than 1%. With regard to the QSR sub-segment at the city level, the Commission observed that the incremental market share, in terms of both volume and value, is in the range of [0-5]% for all overlapping cities. Further, the combined market share, in terms of volume, for all overlapping cities is in the range of [0-5]%, and the combined market share, in terms of value, is in the range of [5-10]% for 22 overlapping cities and [0-5]% for the remaining 8 overlapping cities.

15. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

16. This order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

17. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

18. The Secretary is directed to communicate to the Acquirers accordingly.