Leela Palaces Hotels & Resorts creates pledge over 55.9% of its share capital

What Leela Palaces Hotels & Resorts announced

Leela Palaces Hotels & Resorts Ltd (formerly Schloss Bangalore Ltd) disclosed that its promoters have created a pledge over 18,67,06,528 shares, which amounts to 55.91 % of the company’s total share capital. The pledge was effected through a Pledge Agreement dated 24 June 2026 with Catalyst Trusteeship Limited acting as the on‑shore security agent. The filing was submitted to the Bombay Stock Exchange on 3 July 2026 and references a prior Facility Agreement dated 19 September 2025 with a consortium of lenders.

The disclosure is made under Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, which requires promoters to inform the market when shares are encumbered, released or invoked.

Details of the pledge agreement and facility

The Facility Agreement entered into on 19 September 2025 involves several international lenders, namely:

• Barclays Bank PLC
• Deutsche Bank AG (Hong Kong Branch) – acting as the agent
• Morgan Stanley Bank N.A.
• MUFG Bank Ltd (Singapore Branch)
• Nomura Singapore Limited
• Standard Chartered Bank (Singapore) Limited
• Sumitomo Mitsui Banking Corporation (Singapore Branch)
• DB Trustees (Hong Kong) Limited – offshore security agent

Under the Facility Agreement, the promoters agreed to covenants that effectively encumber the entire equity share capital they hold in Leela Palaces. To satisfy these covenants, the promoters executed a Pledge Agreement on 24 June 2026. The on‑shore security agent, Catalyst Trusteeship Limited, holds the pledged shares for the benefit of the lenders.

The pledged shares total 18,67,06,528, which is 55.91 % of the company’s share capital. The pledge excludes 66,791,576 shares held by Project Ballet Bangalore Holdings (DIFC) Pvt Ltd, which remain unpledged.

Promoters and their shareholdings

The promoters are a group of entities incorporated in the Dubai International Financial Centre (DIFC). They are:

• Project Ballet Bangalore Holdings (DIFC) Pvt Ltd
• BSREP III Tadoba Holdings (DIFC) Pvt Ltd
• 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, these promoters hold the entire shareholding of Leela Palaces. The table in the filing breaks down each promoter’s share count and the portion that is now pledged. For example, BSREP III Tadoba Holdings holds 4,37,18,481 shares (13.09 % of total), all of which are pledged. Similar percentages apply to the other entities, ranging from 0.85 % (Project Ballet Gandhinagar) to 5.88 % (Project Ballet HMA).

Key facts at a glance

Why this matters for investors

The creation of a pledge over more than half of the company’s equity signals that the promoters have secured substantial financing from a consortium of international lenders. The pledged shares act as collateral, meaning that the lenders have a claim over the shares should the promoters default on the facility’s covenants.

For existing shareholders, the pledge does not immediately alter voting rights or dividend entitlement, but it does introduce a potential source of dilution if the lenders decide to enforce their security and convert the pledged shares into ownership. The filing does not indicate any immediate share transfer; it merely records the encumbrance.

Regulatory compliance is satisfied through the SEBI Regulation 31 disclosure, ensuring transparency for market participants. Investors should monitor any subsequent filings that may disclose release, invocation, or conversion of the pledged shares, as those events would affect the company’s share structure.

Conclusion

Leela Palaces Hotels & Resorts Ltd has formally pledged 55.91 % of its share capital to secure a multi‑lender facility, with the pledge documented on 24 June 2026 and disclosed to the market on 1 July 2026. The encumbrance is held by Catalyst Trusteeship Limited on behalf of the lenders. While the pledge does not immediately change share ownership, it creates a significant security interest that could impact the company’s capital structure if the lenders enforce their rights. Future disclosures will be required if the pledged shares are released, invoked, or converted.