Schloss Bangalore promoters have entered into a significant financial arrangement, securing a term loan facility of up to $500 million. This move involves the encumbrance of a substantial portion of the company's shares, marking a notable development in the luxury hospitality sector.

Loan Facility Details

The promoters of Schloss Bangalore have signed a facility agreement with a consortium of international lenders, including:

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

Encumbrance Specifics

The encumbrance involves the creation of a charge on 100% of the issued share capital held by the holding company, BSREP III India Ballet Holdings (DIFC) Limited, in each of the promoters.

Key Promoters Involved

1. Project Ballet Bangalore Holdings (DIFC) Private Limited
2. BSREP III Tadoba Holdings (DIFC) Private Limited
3. Project Ballet HMA Holdings (DIFC) Private Limited
4. Project Ballet Chennai Holdings (DIFC) Private Limited
5. BSREP III Joy (Two) Holdings (DIFC) Limited
6. Project Ballet Udaipur Holdings (DIFC) Private Limited
7. Project Ballet Gandhinagar Holdings (DIFC) Private Limited

Utilization of Funds

The loan proceeds are earmarked for:

1. Payments or distributions to the promoters' investors
2. Repayment of shareholder loans
3. Transaction costs related to the term loan facility

Covenants and Effective Date

The facility agreement includes covenants related to the promoters' equity shares, which will come into effect from September 19, 2025.

Stock Exchange Listings

Schloss Bangalore is listed on both the BSE Limited and the National Stock Exchange of India Limited.

This financial move by Schloss Bangalore's promoters represents a significant leveraging of their stake in the company. The high security cover ratio of 2.41 suggests a conservative approach to the loan, potentially providing comfort to both lenders and shareholders. As the luxury hospitality sector continues to evolve, such financial strategies may play a crucial role in funding future growth and operations.

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.