BSEInsider Trading / SAST30 Jul 2026 · 30 Jul 2026, 03:46 pm
The Exchange has received revised Disclosure under Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on July 30, 2026 for Project Ballet ....
Leela Palaces Hotels & Resorts Ltd · 544408
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Leela Palaces Hotels & Resorts Ltd has received revised disclosure under Regulation 31(1) and 31(2) of SEBI (SAST) Regulations, 2011 for Project Ballet, regarding the creation of encumbrance on equity shares of the company.
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Leela Palaces Hotels & Resorts Ltd - 544408 - Revised Disclosures under Reg. 31(1) and 31(2) of SEBI (SAST) Regulations, 2011
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Date: July 30, 2026
BSE Limited National Stock Exchange of India Limited
1st floor, Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G,
Dalal Street, Bandra Kurla Complex, Bandra (E),
Mumbai 400 001 Mumbai 400 051
Maharashtra, India Maharashtra, India
Scrip Code- 544408 Symbol- THELEELA
ISIN - INE0AQ201015 ISIN - INE0AQ201015
Dear Sir/ Madam,
Sub: Disclosure under Regulation 31(1) of Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations”)
We refer to our disclosure dated July 01, 2026 made under Regulation 31(1) of the SEBI SAST Regulations in
relation to the creation of encumbrance on equity shares of the company. Pursuant to BSE Limited’s email dated
July 20, 2026 seeking certain additional clarifications, please find enclosed herewith the revised disclosure
incorporating the clarifications sought. The disclosure pertains to the shares held by:
1. Project Ballet Bangalore Holdings (DIFC) Pvt Ltd;
2. BSREP III Tadoba Holdings (DIFC) Pvt Ltd;
3. Project Ballet HMA Holdings (DIFC) Pvt Ltd;
4. Project Ballet Chennai Holdings (DIFC) Pvt Ltd;
5. BSREP III Joy Two Holdings (DIFC) Limited;
6. Project Ballet Udaipur Holdings (DIFC) Pvt Ltd; and
7. Project Ballet Gandhinagar Holdings (DIFC) Pvt Ltd.
This is for your information and records.
Thank you.
Yours sincerely,
For and on behalf of:
1. Project Ballet Bangalore Holdings (DIFC) Pvt Ltd;
2. BSREP III Tadoba Holdings (DIFC) Pvt Ltd;
3. Project Ballet HMA Holdings (DIFC) Pvt Ltd;
4. Project Ballet Chennai Holdings (DIFC) Pvt Ltd;
5. BSREP III Joy Two Holdings (DIFC) Limited;
6. Project Ballet Udaipur Holdings (DIFC) Pvt Ltd; and
7. Project Ballet Gandhinagar Holdings (DIFC) Pvt Ltd.
Name: Jonathan Robert Mills
Designation: Authorised Signatory
Place: Dubai, United Arab Emirates
Date: July 30, 2026
Format for 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) and 31(2) of Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011
Name of the Target Company (TC) Leela Palaces Hotels & Resorts Limited (formerly known as Schloss Bangalore Limited) (formerly known as
Schloss Bangalore Private Limited)
Names of the stock exchanges where the BSE Limited and National Stock Exchange of India Limited
shares of the target company are listed
Date of reporting July 1, 2026
Name of the promoter or PAC on whose Project Ballet Bangalore Holdings (DIFC) Pvt Ltd
shares encumbrance has been BSREP III Tadoba Holdings (DIFC) Pvt Ltd
created/released/invoked Project Ballet HMA Holdings (DIFC) Pvt Ltd
Project Ballet Chennai Holdings (DIFC) Pvt Ltd
BSREP III Joy Two Holdings (DIFC) Limited
Project Ballet Udaipur Holdings (DIFC) Pvt Ltd
Project Ballet Gandhinagar Holdings (DIFC) Pvt Ltd
(collectively, the “Promoters”)
BSREP III India Ballet Holdings (DIFC) Limited, a promoter group member, in the capacity of the holding
company of the Promoters (“HoldCo”)
Details of the creation of encumbrance: As disclosed on September 25, 2025, the Promoters and the HoldCo have entered into a facility agreement dated
19 September 2025 (“Facility Agreement”) with inter alia certain lenders1 (“Lenders”, which term shall include
their successors in title, assigns and transferees), Deutsche Bank AG, Hong Kong Branch as the agent, and DB
Trustees (Hong Kong) Limited as the offshore security agent (“Offshore Security Agent”). Under the Facility
Agreement, the Promoters have agreed to certain covenants in relation to the equity share capital of the Target
Company held by the Promoters that are in the nature of encumbrance,
Pursuant to the above, the Promoters have now entered into a pledge agreement dated June 24, 2026 (“Pledge
Agreement”), with Catalyst Trusteeship Limited (“Onshore Security Agent”), for creation of pledge over
18,67,06,528 shares held by the Promoters in the Target Company, aggregating to 55.91 % of the share capital of
the Target Company.
1 As on date such lenders being Barclays Bank PLC, Deutsche Bank AG, Singapore Branch, Morgan Stanley Bank N.A., MUFG Bank Ltd, Singapore Branch., Nomura
Singapore Limited, Standard Chartered Bank (Singapore) Limited and Sumitomo Mitsui Banking Corporation, Singapore Branch.
Name of Promoter Promoter Details of events pertaining to encumbrance (3) Post event holding of
the holding in the holding encumbered shares
promoter target company already {creation
(s) or (1) ** 2 encumbered [(2) + (3)] /
PACs (2)3 release
with [(2) - (3)] /
him* invocation
Number % of Numbe % of Type of Date of Type of Reasons for Number % of Name of Number % of total
total r total event creation / encumbrance encumbranc share the entity share
share share (creation / release/ (pledge/ lien/ e capital in whose capital
capital capital release / invocation non disposal favor
invocation) of undertaking/ shares
encumbranc others) encumbere
Project 15,29,9 45.81 15,29,9 45.81 Creation June 24, Pledge Pursuant to 86,205,22 25.81 Catalyst 15,29,96,805 45.81
Ballet 6,805 6,805 2026 the pledge 9 Trusteeship
Bangalo agreement Limited as
re dated June the Onshore
2 Please note that 1 (one) equity share each held by BSREP III Tadoba Holdings (DIFC) Pvt Ltd, Project Ballet Chennai Holdings (DIFC) Pvt Ltd, Project Ballet Gandhinagar
Holdings (DIFC) Pvt Ltd, Project Ballet HMA Holdings (DIFC) Pvt Ltd, Project Ballet Udaipur Holdings (DIFC) Pvt Ltd, are being held on behalf of and as nominees of
Project Ballet Bangalore Holdings (DIFC) Pvt Ltd.
3 The covenants agreed under the Facility Agreement constitute encumbrances over the entire equity share capital of the Target Company held by the Promoters, in respect of
which a disclosure under Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 was made on September 25, 2025. Following the
Company's initial public offering, such encumbrance continues only in respect of 66,791,576 equity shares held by Project Ballet Bangalore Holdings (DIFC) Pvt. Ltd., forming
part of the 20% Minimum Promoter Contribution and consequently remaining subject to the statutory lock-in period up to June 2, 2028. Further, pursuant to the Pledge
Agreement executed thereafter, a direct pledge has been created over 186,706,528 equity shares held by the Promoters in the Target Company, representing 73.67% of the
Promoters' shareholding, with effect from June 24, 2026. Accordingly, while the encumbrance over the aforesaid shares is now also evidenced by way of a direct pledge, in
respect of the aforesaid shares, the overall encumbrance position of the Promoter and Promoter Group remains unchanged before and after the creation of such pledge. The
present disclosure is therefore being made pursuant to Regulation 31 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Holding 24, 2026 Security
s executed Agent (for
(DIFC) between the the benefit
Pvt Ltd Promoters of the
BSREP 4,37,18, 13.09 4,37,18, 13.09 and the 4,37,18,4 13.09 Lenders) 4,37,18,481 13.09
III 481 481 Onshore 81
Tadoba Security Please refer
Holding Agent. to footnote 1
s for the
(DIFC) names of the
Pvt Ltd Lenders
Project 1,96,33, 5.88 1,96,33, 5.88 1,96,33,8 5.88 1,96,33,814 5.88
Ballet 814 814 14
Holding
(DIFC)
Pvt Ltd
Project 1,63,34, 4.89 1,63,34, 4.89 1,63,34,1 4.89 1,63,34,180 4.89
Ballet 180 180 80
Chennai
Holding
(DIFC)
Pvt Ltd
BSREP 1,12,81, 3.38 1,12,81, 3.38 1,12,81,3 3.38 1,12,81,396 3.38
III Joy 396 396 96
Holding
(DIFC)
Limited
Project 66,87,9 2.00 66,87,9 2.00 66,87,985 2.00 66,87,985 2.00
Ballet 85 85
Udaipur
Holding
(DIFC)
Pvt Ltd
Project 28,45,4 0.85 28,45,4 0.85 28,45,443 0.85 28,45,443 0.85
Ballet 43 43
Gandhin
agar
Holding
(DIFC)
Pvt Ltd
Signature of the Authorized Signatory:
Jonathan Robert Mills, Authorised Signatory
Place: Dubai, United Arab Emirates
Date: 30 July 2026
(*) The names of all the promoters,
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