Shareholders meeting

LEELA PALACES HOTELS & RESORTS LIMITED (formerly known as Schloss Bangalore Limited) Registered Office: The Leela Palace, Diplomatic Enclave, Africa Avenue, Netaji Nagar New Delhi South Delhi 110023 Tel No. +91 (11) 39331234 Email Id: cs@theleela.com CIN: L55209DL2019PLC347492 Website: www.theleela.com Ref No.: THELEELA/2026-27/58 Date: October 15, 2026 To To Sr. General Manager Sr. General Manager Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G Dalal Street Bandra Kurla Complex Mumbai – 400001 Bandra (E), Mumbai – 400 051 Scrip Code- 544408 Symbol- THELEELA ISIN - INE0AQ201015 ISIN - INE0AQ201015 Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir/ Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations), please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement (“Notice”) issued for seeking the approval of the Members of the Company on the following resolution: Sl. No. Particulars of the Resolution Type of Resolution 1 To approve material related party transactions with Leela BKC Holdings Ordinary Resolution Private Limited (“Leela BKC”) for construction and other purposes In accordance with the applicable circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”), the Notice is being circulated only through electronic mode to those Members whose email addresses are registered with the Company / KFin Technologies Limited, the Registrar and Share Transfer Agent (“RTA”), or the Depositories / Depository Participants, as on Friday, October 09, 2026 (“Cut-off Date”), for the purpose of obtaining their approval to the proposed resolution. The Company has engaged National Securities Depository Limited (“NSDL”) to provide the remote e-voting facility to its members. The remote e-voting period shall commence on Saturday, October 17, 2026, at 09.00 a.m. (IST) and shall conclude on Sunday, November 15, 2026, at 05.00 p.m. (IST), upon which the e-voting facility shall be disabled by NSDL. The details of the procedure to cast the vote through remote e-voting are provided in note no. 15 of the notes of the Notice. The above information will also be available on the website of the Company at https://www.theleela.com/general- meeting-information/Postal-Ballot. We request you to kindly take the above on record. Thanking you, For Leela Palaces Hotels & Resorts Limited (formerly known as Schloss Bangalore Limited) Jyoti Maheshwari Company Secretary and Compliance Officer Membership No.: A24469 Encl: as Above Leela Palaces Hotels & Resorts Limited Postal Ballot Notice LEELA PALACES HOTELS & RESORTS LIMITED (formerly known as Schloss Bangalore Limited) Registered Office: The Leela Palace, Diplomatic Enclave, Africa Avenue, Netaji Nagar New Delhi - 110023 Corporate office: Tower-4, Third Floor, Equinox Business Park, Kurla West, Mumbai - 400070 Tel No. +91 (11) 39331234 Email Id: cs@theleela.com Website: www.theleela.com CIN: L55209DL2019PLC347492 POSTAL BALLOT NOTICE Pursuant to Section(s) 108 and 110 of the Companies Act, 2013 read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014 Dear Members, NOTICE is hereby given that pursuant to the provisions of Section(s) 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rule(s) 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the rules made thereunder and in compliance with the general circular issued by the Ministry of Corporate Affairs (‘MCA’) no. 20/2020 dated May 5, 2020, 14/ 2020 dated April 8, 2020, 17/ 2020 dated April 13, 2020, 3/2022 dated May 5, 2022, 10/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024, 03/2025 dated September 22, 2025,(collectively referred to as ‘MCA Circulars’), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and the Securities and Exchange Board of India (“SEBI”) Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time), the items of special business as set out in this Notice are proposed for consideration and approval by the Members of Leela Palaces Hotels & Resorts Limited (formerly known as Schloss Bangalore Limited) (“the Company”) by way of Postal Ballot, only through voting by electronic means (“remote e-voting”). In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice along with an explanatory statement (“Notice”) and remote e-voting instructions only by email to its Members who have registered their email address with the Company/ Kfin Technologies Limited, Registrar and Share Transfer Agent (“RTA”) or depository(ies) / depository participants as on Friday, October 09, 2026 (“Cut-Off Date”). If your email address is not registered with the Company/ RTA/ Depositories/ Depository Participants, please follow the process provided in note no. 11 of the notes to this Notice. The communication of assent /dissent of the Members on the resolution(s) proposed in the Notice will only take place through the remote e-voting system. Detailed explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution(s) setting out the material facts and reasons thereof, are appended to this Notice. The Company has engaged services of the National Securities Depository Limited (“NSDL”) for facilitating remote e- voting. Instructions for remote e-voting are provided in note no. 15 of the notes of this Notice. The Notice shall be uploaded on the website of the Company https://www.theleela.com/general-meeting- information/Postal-Ballot ,on the website of NSDL https://www.evoting.nsdl.com/ the website of the RTA at https://www.kfintech.com/ and on the websites of National Stock Exchange of India Limited www.nseindia.com and the BSE Limited www.bseindia.com (jointly referred to as “Stock Exchanges”). Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Ms. Komal Shrimankar, (ACS Membership No. 47702 and Certificate of Practice No. 27905) and failing her, Mr. Shivaganga Muralidhar Pramod, (FCS Membership No. F7834 and Certificate of Practice No. 13784), partners of BMP & Co. LLP, Practicing Company Secretary(ies) as the Scrutinizer(s) to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner. The remote e-voting period commences from Saturday, October 17, 2026, from 09.00 a.m. (IST) and ends on Sunday, November 15, 2026 at 05.00 p.m. (IST). The details of the procedure to cast the vote through remote e-voting are provided in note no. 15 of the notes of this Notice. The voting results along with the Scrutinizer’s Report will be submitted to the Stock Exchanges, where the equity shares of the Company are listed. The same will also be uploaded on the Company’s website https://www.theleela.com/general-meeting-information/Postal-Ballot, and on the website of NSDL www.evoting.nsdl.com 1 | Pa ge Leela Palaces Hotels & Resorts Limited Postal Ballot Notice SPECIAL BUSINESS ITEM NO 1: TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH LEELA BKC HOLDINGS PRIVATE LIMITED (“LEELA BKC”) FOR CONSTRUCTION AND OTHER PURPOSES To consider and if thought fit, to pass, with or without mo [Showing first 8,000 characters — download PDF for full document]