Schloss Bangalore Limited has announced the creation of an encumbrance over a significant portion of its equity shares by Deutsche Bank Group, as disclosed in a recent regulatory filing. This move is part of a substantial term loan facility agreement involving multiple international lenders.

Key Details of the Encumbrance

• Stake Involved: The encumbrance covers 253,498,104 shares, representing approximately 75.91% of Schloss Bangalore Limited's total share capital.
• Promoter Entities: Seven promoter entities collectively own the encumbered shares.
• Facility Amount: The term loan facility is for up to $500.00 million (approximately ₹4,150.00 crore).
• Agreement Date: The facility agreement was entered into on September 19, 2025.

Lenders and Agents

The facility involves a consortium of international lenders, including:

• Barclays Bank PLC
• Morgan Stanley Bank N.A.
• MUFG Bank Ltd
• Nomura Singapore Limited
• Standard Chartered Bank
• Sumitomo Mitsui Banking Corporation
• Deutsche Bank AG, Singapore Branch

Deutsche Bank AG Hong Kong Branch is acting as the agent, while DB Trustees (Hong Kong) Limited serves as the offshore security agent for the transaction.

Structure of the Encumbrance

The encumbrance is structured through two main components:

1. Covenants on Promoters' Equity: The facility agreement includes covenants that create an encumbrance over the promoters' equity holdings in Schloss Bangalore Limited.

2. Charge on Holding Company Shares: A charge has been created on 100% of the issued share capital held by the holding company, BSREP III India Ballet Holdings (DIFC) Limited, in each of the promoter entities to secure the facility.

Promoter Entities Involved

The seven promoter entities whose shares are subject to the encumbrance are:

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
7. Project Ballet Gandhinagar Holdings (DIFC) Pvt Ltd

Regulatory Compliance

The disclosure was made in compliance with Regulation 29(1) read with Regulation 29(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

This significant financial arrangement involving Schloss Bangalore Limited's promoter stake highlights the company's engagement with international financial institutions and could have implications for its future financial strategies and corporate governance.

Schloss Bangalore Ltd , the owner and operator of The Leela luxury hospitality chain, has announced plans for a significant rebranding initiative alongside impressive financial results for the first quarter.

Proposed Name Change

The company's Board of Directors has approved a proposal to change the company name from "Schloss Bangalore Limited" to "Leela Palaces Hotels & Resorts Limited." This decision, subject to shareholder consent and regulatory approvals, aims to align the corporate identity more closely with its flagship brand, The Leela.

The name change will necessitate alterations to the company's Memorandum of Association and Articles of Association. These changes will be implemented upon receiving the 'Certificate of Incorporation pursuant to change in name' from the Registrar of Companies.

Strong Q1 Financial Performance

Schloss Bangalore Ltd reported robust financial results for the first quarter:

The company's turnaround from a ₹10.00 crore loss in the same quarter last year to a ₹35.00 crore profit this quarter marks a significant improvement in its financial health.

Stock Market Performance

Schloss Bangalore Ltd, which made its stock market debut on June 2, initially faced a challenging start with shares listing at a nearly 7% discount to the issue price. However, the company's strong financial performance could potentially influence investor sentiment. As of the latest trading session, the company's shares closed at ₹420.35 on the National Stock Exchange (NSE), marking a 1.33% decrease.

Corporate Governance Updates

In addition to the rebranding initiative, the Board has made several key decisions:

1. Appointment of M/s Makarand M Joshi & Co as the Secretarial Auditors for a five-year term from FY 2025-26 to FY 2029-2030, subject to shareholder approval.

2. Recommendation for the re-appointment of Mr. Anuraag Bhatnagar as Whole-Time Director, subject to shareholder approval.

These decisions, along with the financial statements and other items, will be presented for consideration at the upcoming Annual General Meeting scheduled for September 19, 2025.

As Schloss Bangalore Ltd embarks on this rebranding journey and continues to demonstrate strong financial performance, stakeholders will be keenly watching how these changes impact the company's market position in the luxury hospitality sector.