Leela Palaces Hotels & Resorts Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors are pleased to present the Seventh Annual Report on the performance
and operations of the Company along with the Audited Financial Statements for the year
ended March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company’s financial performance for the financial year ended March 31, 2026 as
compared to the previous financial year is summarized below:

(INR in millions)

2. SUMMARY OF OPERATION DURING THE YEAR ENDED MARCH 31, 2026:

During the year under review, the Company delivered robust financial performance.
Standalone total income increased by 36.66% to ''6,479.81 million, while consolidated
total income grew by 13.60% to ''15,977.79 million. The Company reported a standalone
net profit after tax of ''2,757.91 million, which is approximately 8 times the net profit
after tax reported in the previous year. Consolidated net profit after tax stood at
''4,030.33 million, which is approximately 8.5 times the net profit after tax reported
in the previous year.

Our consolidated EBITDA for FY26 improved significantly to ''8,133.42 million, up from
''7,003.57 million in FY25, with EBITDA margins expanding to 50.90% from 49.79%,
reinforcing our industry-leading profitability. Performance was further highlighted
by a RGI of 150 versus the Indian luxury hospitality industry for FY26.

We delivered Strong Operating Leverage in FY26, Led by Same-Store RevPAR Growth
of 14% YoY. Further, growth was broad-based across segments with both room and
F&B segments growing above 14%.

This strong performance underscores the Company’s premium positioning in the
Indian luxury segment and the strength of its guest experience, further validated by
a best-in-industry Net Promoter Score (NPS) of 86 for FY26.

Further, we are well capitalised for scale with a Debt / EBITDA ratio of 1.6x as at
March 2026, recording a significant decline from a ratio of 3.7x as at March 2025.

3. DIVIDEND:

In accordance with the provisions of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations’) and any amendments thereto, your Company has
formulated a Dividend Distribution Policy, which is available on the Company’s
website athttps://www.theleela.com/prod/content/assets/2025-11/Dividend-
Distribution-Policy.pdf

Further, no dividend has been recommended by the Board for the year under review.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves for the Financial Year
ended March 31, 2026.

5. BORROWINGS:

During the year under review, the Company utilised the IPO proceeds towards
partial repayment of its outstanding debt, thereby strengthening the balance-sheet
and substantially reducing the leveraged position. This helped the Company in
significantly improving the credit rating to Crisil AA/Stable. As on March 31, 2026,
the total borrowing of the Company on a standalone basis stood at INR 1,385 million
and at INR 15,568 million on a consolidated basis respectively (As on March 31,
2025, standalone borrowing was INR 13,773 million and consolidated borrowing was
INR 39,087 million).

6. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in nature of business of the
Company.

7. CREDIT RATING:

During the year under review, the credit rating assigned by CRISIL Ratings Limited is
Crisil AA/Stable for long-term bank facilities of the Company. The said ratings signify
a high degree of safety regarding the timely servicing of financial obligations.

8. SHARE CAPITAL AND DEBENTURES:

SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 stood at INR
1,33,17,50,00,000 (Rupees Thirteen Thousand Three Hundred Seventeen Crores and
Fifty Lakhs) divided into 6,56,75,00,000 (Six Hundred Fifty-Six Crores and Seventy Fifty
Lakhs) equity shares of INR 10/- (Rupees Ten only) each and 67,50,00,000 (Sixty Seven
crores Fifty Lakhs) Preference shares of INR 100/- (Rupees One Hundred only) each.
During the year under review, there has been no change in the Company’s authorized
share capital.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as on March 31,
2026 stood at INR 3,33,95,78,780/- (Rupees Three Hundred Thirty Three Crore Ninety
Five Lakh Seventy Eight Thousand Seven Hundred and Eighty only) divided into
33,39,57,878 (Thirty Three Crore Thirty Nine Lakh Fifty Seven Thousand Eight Hundred
Seventy Eight) equity shares of 10/- (Rupees Ten only) each.

During the year under review, pursuant to the successful completion of the
Company’s Initial Public Offering (IPO), comprising a fresh issue of 57,471,264 (Five
Crore Seventy Four Lakh Seventy One Thousand Two Hundred and Sixty Four) equity
shares of INR 10/- each aggregating upto INR 25,000.00 million and an Offer for
sale of 22,988,505 (Two Crore Twenty Nine Lakh Eighty Eight Thousand Five Hundred
and Five) equity shares of INR 10/- each aggregating upto INR 10,000.00 million
by Project Ballet Bangalore Holdings (DIFC) Pvt Ltd (Promoter selling shareholder).
The Company’s equity shares were listed on BSE Limited and the National Stock
Exchange of India Limited on June 2, 2025.

Pursuant to the aforesaid IPO of the Company the issued, subscribed and paid up
share capital of the Company stands increased to INR 3,33,95,78,780/- (Rupees Three
Hundred Thirty Three crores Ninety Five Lakh Seventy Eight Thousand Seven Hundred
and Eighty only) divided into 33,39,57,878 (Thirty Three Crore Thirty Nine Lakh Fifty
Seven Thousand Eight Hundred Seventy Eight equity shares of 10/- (Rupees Ten only)
each.

DEBENTURES:

As on March 31, 2026, there are no Debentures outstanding in the books of the
Company.

During the year under review, the Company has not issued any instruments with
differential voting rights nor has granted any sweat equity shares.

9. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER (“IPO”)

Pursuant to Regulation 32 of the SEBI Listing Regulations, the Company confirms
that during FY 2025-26, there was no deviation or variation in the utilization of
proceeds of the IPO from the objects stated in the Prospectus dated May 28, 2025.

The Monitoring Agency Reports for such utilization are received by the Company
from its Monitoring Agency on quarterly basis affirming no deviation in utilization
of the issue proceeds from the objects stated in offer documents and are submitted
to the Stock Exchanges in compliance with the aforesaid regulation.

Details on actual utilization of the Net IPO proceeds are given in note no. 45 of
the standalone financial statements and note no. 48 of the consolidated financial
statements which form part of this Annual Report.

10. DEPOSITS:

Your Company has not accepted nor renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 (“Act”) read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

11. LOANS FROM DIRECTORS/DIRECTORS’ RELATIVES:

During the year under review, the Company has not borrowed any amount from
Directors or its relatives.

12. HOLDING COMPANY:

During the year under review, your Company ceased to be a Subsidiary of Project
Ballet Bangalore Holdings (DIFC) Pvt Ltd (‘Project Ballet’), as defined under Section
2(87) of the Act, pursuant to the Initial Public Offering (IPO) of the Company.

13. SUBSIDAIRY, JOINT VENTURE OR ASSOICIATE COMPANY:

As on March 31, 2026, the Company had following subsidiaries and step-down
subsidiaries (as defined under Section 2(87) of the Companies Act, 2013):

*Leela BKC Holdings Private Limited (formerly known as Transition Cleantech Services Four
Private Limited) ceased to be a subsidiary of the Company with effect from April 18, 2025 and
has become a joint venture of the Company.

All the Subsidiaries and Joint Ventures engaged in the similar line of business as of
Company that is hotel and resort management, and rendering technical, managerial
and advisory services in relation to construction and/or operations of hotels and
resorts.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement containing the salient features of
financial statements of the subsidiaries/joint ventures of the Company in Form No.
AOC-1 is attached as Annexure A to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, along with relevant documents and audited financial statements of
subsidiaries, are available on the website of the Company athttps://www.theleela.
com/investors

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments which could affect the Company’s financial
position, have occurred between the end of the financial year of the Company and
date of this report.

15. SCHEME OF AMALGMATION/ARRANGEMENT:

During the year under review, the Company has not proposed or considered or
approved any Scheme of Merger/Amalgamation/Takeover/Demerger or Arrangement
with its Members and/or Creditors.

16. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL
YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL
YEAR:

During the year under review, there was no application made and proceeding
initiated/pending by any Financial and/or Operational Creditors against the Company
under the Insolvency and Bankruptcy Code, 2016.

Accordingly, as on the date of this Report, there is no application or proceeding
pending against the Company under the Insolvency and Bankruptcy Code, 2016.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board comprises of 8 (Eight) Directors out of which 1 (One)
Director is Executive, 3 (Three) Directors are Non-Executive Independent, including
one Woman Independent Director and 4 (Four) Directors are Non-Executive Non¬
Independent.

The details of the Board of directors of the Company as on March 31, 2026, are
mentioned hereunder:

All the Directors possess requisite qualifications and experience that would enable
them to contribute effectively to your Company in their respective capacities. None
of the Director of the Company is disqualified under Section 164 of the Act.

Mr. Anuraag Bhatnagar, Whole Time Director and Chief Executive Officer,
Mr. Ravi Shankar, Head - Asset Management and Chief Financial Officer and Ms. Jyoti
Maheshwari, Company Secretary and Compliance Officer are the Key Managerial
Personnel of the Company in accordance with the provisions of Section 203 of the
Act.

In accordance with the provisions of the Act, none of the Independent Directors is
liable to retire by rotation.

Further, as per the provisions of Section 152(6) of the Act and Articles of Association
of the Company, Ms. Ananya Tripathi (DIN: 08102039), being longest in office is liable
to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible,
offers herself for re-appointment. The necessary resolution for her re-appointment
forms part of the Notice convening the AGM.

During the year under review, there were no changes in the composition of Board of
Directors and Key Managerial Personnel of the company.

18. BOARD AND ITS COMMITTEES:

During the year under review, 08 (Eight) Board Meetings were held on: May 06, 2025;
May 12, 2025; May 20, 2025; May 28, 2025; July 22, 2025, August 22, 2025, October 14,
2025 and January 16, 2026.

As required under the Act, SEBI Listing Regulations and other SEBI Regulations, the
Company has constituted the following, including the statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. IPO Committee (dissolved w.e.f. July 22, 2025)

7. Committee of Independent Directors

8. Capital Investment Committee (w.e.f. October 14, 2025)

The details regarding the composition of the Board, Audit Committee along with
other Committees and their Meetings are provided in the Corporate Governance
Report, which forms part of the Annual Report.

In accordance with the provisions of the Act, a separate Meeting of the Independent
Directors of the Company was held on August 19, 2025.

19. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations,
the Company has adopted a policy on appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel. The salient features
of the policy are given in the Corporate Governance Report.

The policy can be accessed on the Company’s website athttps://www.theleela.com/
prod/content/assets/2025-11/Nomination-and-Renumeration-Policy.pdf

20. SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION:

The Board of Directors on recommendation of Nomination and Remuneration
Committee has adopted a Nomination and Remuneration Policy, which, inter
alia, deals with the criteria for identification of members of the Board of
Directors and selection/appointment of the Key Managerial Personnel/Senior
Management Personnel of the Company and their remuneration. The Nomination
and Remuneration Committee recommends appointment of Directors based on
their qualifications, expertise, positive attributes and independence in accordance
with prescribed provisions of the Act and the Rules made thereunder and SEBI
Listing Regulations. The Nomination and Remuneration Policy is available on the
website of the Company athttps://www.theleela.com/prod/content/assets/2025-11/
Nomination-and-Renumeration-Policy.pdf

21. CHANGE OF NAME OF COMPANY:

During the year under review, the Board of Directors at its meeting held on August
22, 2025 and the members at the Annual General Meeting of the Company held on
September 19, 2025 approved the change in name of the Company from ‘Schloss
Bangalore Limited’ to ‘Leela Palaces Hotels & Resorts Limited’ and the consequent
amendments to the Memorandum of Association and the Articles of Association of
the Company.

The change in name of the Company did not result in any change of the legal status,
constitution, turnover, operations or activities of the Company, nor did it affect any
rights or obligations of the Company or the members and stakeholders.

The Company has complied with Regulation 45 of the Listing Regulations, to the
extent they are applicable, and has also obtained a certificate from a Practicing
Chartered Accountant in respect of the same.

22. STATUTORY AUDITORS:

At the Sixth Annual General Meeting of the Company held on September 19, 2025,
the members have approved the re-appointment of M/s B S R & Co. LLP, Chartered
Accountants as the Statutory Auditors of the Company pursuant to Section 139 of

the Act for a second term of 5 (five) years to hold office from the conclusion of sixth
Annual General Meeting till the conclusion of eleventh Annual General Meeting of
the Company to be held in the FY 2030-31.

The Statutory Auditors report for the financial year ended March 31, 2026 does not
contain any qualification, reservation, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any instances of fraud as
specified under Section 143(12) of the Act during the year under review.

23. SECRETARIAL AUDITOR:

At the Sixth Annual General Meeting of the Company held on September 19, 2025, the
members have approved the appointment of M/s. Makarand M. Joshi & Co, Practicing
Company Secretaries as the Secretarial Auditor of the Company for a term of 5 (five)
years to hold office from the conclusion of sixth Annual General Meeting till the
conclusion of eleventh Annual General Meeting of the Company to be held in the
FY 2030-31.

The Secretarial Audit Report in Form MR-3 issued by them is Annexed herewith as
Annexure B. There are no qualification, reservation, adverse remark or disclaimer in
the report.

Further, pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the secretarial
audit report of the following material unlisted Indian subsidiary for FY 2025-26, are
also annexed to this Report as Annexure B1:

1 Schloss Chanakya Private Limited

2 Schloss Chennai Private Limited

3 Tulsi Palace Resort Private Limited

24. INTERNAL AUDITOR:

Based on the recommendation of the Audit Committee, the Board of Directors of
the Company has appointed PricewaterhouseCoopers Services LLP as the Internal
Auditor of the Company to conduct the internal audit for the financial year 2025-26
and the scope functioning, periodicity and methodology for conducting internal audit
was approved by the Board of Directors.

25. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the
Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as
issued by the Institute of Company Secretaries of India (ICSI).

26. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 124 and 125 and other applicable provisions of the Act, read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“IEPF Rules”), dividends which remain unpaid or unclaimed
for a period of seven years from the date of transfer to the Unpaid Dividend Account
shall be transferred by the Company to the Investor Education and Protection Fund
(“IEPF”).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more in the name of
IEPF. The Members whose dividend/shares are transferred to the IEPF Authority
can claim their shares/dividend from the IEPF Authority following the procedure
prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount
to the Investor Education and Protection Fund (IEPF), nor was any amount lying in
the Unpaid Dividend Account of the Company for the Financial Year 2025-26.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENT:

Th Company has its internal financial control systems commensurate with the
size and complexity of its operations, to ensure proper recording of financials and
monitoring of operational effectiveness and compliance of various regulatory and
statutory requirements. The management regularly monitors the safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness
of the accounting records including timely preparation of reliable financial
information.

28. VIGIL MECHANISM:

The Company has, in accordance with provisions of Section 177 of the Act and
Regulation 22 of the SEBI Listing Regulations, formulated a Vigil Mechanism/Whistle
Blower Policy for all its Directors, Employees and other stakeholders to report
concerns about any unethical behaviour, actual or suspected fraud or violation of
the Company’s Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of Directors, employees and other stakeholders
who avail of the mechanism and have also provided them direct access to the
Chairperson of the Audit Committee.

The said policy is available on the Company’s website athttps://www.theleela.com/
prod/content/assets/2025-11/Whistle-Blower-or-Vigil-Mechanism-Policy.pdf

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

The Company is engaged in ‘infrastructural activities’ covered under Schedule VI of
the Act and is therefore exempt from the provisions of Section 186 of the Act with
regards to Loans, Investments, Guarantees and Securities. Details of investments
made by the Company are given in Note No. 6 of the Standalone Financial Statements.

30 DOWNSTREAM INVESTMENT:

With reference to provisions of FEMA read with NDI Rules and Master Direction on
Foreign Investment in India issued by Reserve Bank of India (“RBI”), the Company
has complied with the provisions for downstream investment. Accordingly, the
Company has obtained certificate from statutory auditors in this regard pursuant to
applicable guidelines issued by RBI.

31. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES
ACT, 2013:

In line with the requirements of the Act and the SEBI Listing Regulations, as amended,
the Company has formulated Policy on Related Party Transactions for identifying,

reviewing, approving and monitoring of Related Party transactions and the same
can be accessed on the Company’s website https://www.theleela.com/prod/content/
assets/2026-01/Policy-on-Related-Parties-Transactions.pdf

During the year under review, all Related Party Transactions that were entered into
were in the Ordinary Course of Business and at Arms’ Length Basis. The information
on transactions with related parties pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2
is not applicable to the Company for FY 2025-26 and hence the same is not provided.

None of the Directors have any pecuniary relationships or transactions except to the
extent of sitting fees paid to the Directors.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(3)(c) and Section 134(5) of the
Companies Act, 2013, the Directors of your Company, to the best of their knowledge
and ability, confirm that:

i. i n the preparation of the Annual financial statements for the Financial Year
ended March 31, 2026, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the
Financial Year (i.e., as on March 31, 2026) and of the profit of the Company for
the Financial Year ended March 31, 2026;

iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv. they have prepared the Annual Accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating
effectively; and

vi. they have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
effectively.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS & OUTGO:

The information relating to conservation of energy and foreign exchange earnings
and outgo as stipulated under section 134(3)(m) of the Act read with Rule 8 of The
Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C and forms
part of this Report. The information relating to technology adoption is not given
since the same is not applicable to the Company during the year.

34. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

During the year under review, no such one-time settlement was done in respect of
any loan taken by the Company from Banks/Financial Institutions, if any.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or
tribunals impacting the going concern status and Company’s operations in future.

36. ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Rules made thereunder,
the Annual Return of the Company in Form MGT-7 is available on the website of the
Company at https://www.theleela.com/general-meeting-information/AGM/FY2025-2026

37. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not
required to maintain Cost Records under said Rules.

38. COST AUDITORS:

The provisions of Section 148 of the Act and the Companies (Cost Records and Audit)
Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost
records as specified by the Central Government under Section 148(1) of the Act is not
required and accordingly such accounts and records are not made and maintained.
The Company has not appointed any Cost Auditor during the year under review.

39. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year
under review are set out in Annexure D of this report in the format prescribed in
the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014, as
amended from time to time. For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which forms part of this Annual report.

The CSR policy is available on the website of the Company athttps://www.theleela.
com/prod/content/assets/2026-01/CSR-Policy.pdf

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and the Rules
made thereunder, the Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment of women at workplace.
Training/awareness program are conducted throughout the year to create sensitivity
towards ensuring respectable workplace. The Company has constituted an Internal
Complaints Committee to redress and resolve any complaints arising under the
POSH Act.

A summary of complaints received and resolved during the period under review is
mentioned below:

a) number of complaints of sexual harassment received in the year: Nil

b) number of complaints disposed off during the year: Nil

c) number of cases pending for more than ninety days: Nil

41. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have individually given a declaration
pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing
Regulations affirming compliance to the criteria of independence as laid down
under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b)
of the SEBI Listing Regulations.

Based on the declarations received from the Independent Directors, the Board is of
the opinion that all the Independent Directors are independent of the management
and have fulfilled the conditions as specified under the governing provisions of the
Act, Rules made thereunder and SEBI Listing Regulations.

42. FAMILIARISATION PROGRAMME FOR DIRECTORS:

The details regarding the familiarisation programme are provided in the Corporate
Governance Report, which forms part of this Annual Report.

43. BOARD EVALUATION:

The Board has adopted a formal evaluation mechanism for evaluating its own
performance and as well as that of its Committees and individual directors, as
required under the Act and SEBI Listing Regulations. Further, the performance
evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman, the Board as a whole and the Non¬
Independent Directors was carried out by the Independent Directors at their
separate Meeting.

The questionnaire was circulated to all the Board members of the Company in
a transparent and confidential manner. The criteria encompassed several key
parameters, including knowledge and competency, relevant experience, fulfilment
of functions, ability to work as part of a team, initiative, availability and attendance,
level of commitment, quality of contribution, integrity, and independence for the
aforesaid evaluation.

44. REMUNERATION/COMMISSION DRAWN FROM HOLDING/SUBSIDIARY
COMPANY:

None of our Directors have received or were entitled to receive any remuneration,
sitting fees or commission from any of our Holding or Subsidiary Company during
the year under review.

45. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well established, comprehensive and adequate internal controls
commensurate with the size of the operations, which are designed to assist in
identification and management of business risks and ensure high standards of
corporate governance. The internal financial controls have been documented,
digitized and embedded in the business processes. During the year, such controls
were tested and no reportable material weakness in the design or operation was
observed.

Assurance on the effectiveness of internal financial controls is obtained through
monthly management reviews, self-assessment and continuous monitoring by
functional experts as well as testing of the internal financial control systems
by the internal auditors during the course of their audits. The internal auditors
independently evaluate the adequacy of internal controls and concurrently audit
the majority of the transactions in value terms. Independence of the audit and
compliance is ensured by direct reporting of internal auditor to the Audit Committee
of the Board.

To further strengthen the compliance processes the Company has an internal
compliance tool for assisting statutory compliances. This process is automated and
generate alerts for proper and timely compliance. We believe that these systems
provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

As per the requirements of SEBI (LODR) Regulations, 2015, a Risk Management
Committee has been constituted with responsibility of preparation of risk
management plan. The details of the constitution, authority and terms of reference
of the Risk Management Committee is captured in the corporate governance report.
The Company’s risk management framework supports an efficient and risk-conscious
business strategy, delivering minimum disruption to business and creating value for
our stakeholders. The Company has in place a Risk Management Policy which is
available on the website of the Company athttps://www.theleela.com/prod/content/
assets/2025-11/Risk-Management-Policy.pdf

46. PARTICULARS OF EMPLOYEES:

The particulars of remuneration to directors and employees and other related
information required to be disclosed under Section 197 (12) of the Act and sub
rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are given in Annexure E to this Report.

As per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details relating to the remuneration of
specified employees have been prepared in accordance with the applicable provisions.
In line with Section 136 of the Act, this statement is available for inspection by any
Member at the Corporate Office of the Company. Members interested in accessing
this information may write to the Company Secretary at[email protected]

47. EMPLOYEES STOCK OPTION SCHEME

The Leela Employee Stock Option Scheme 2024 (“ESOP 2024”) was approved by the
shareholders on September 17, 2024 and subsequently ratified by the shareholders

through Postal Ballot approval dated April 16, 2026, as a long-term incentive plan
for eligible employees of the Company, its subsidiaries, associate companies and
holding company. The Scheme aims to attract, retain and motivate key talent by
aligning employee interests with long-term shareholder value creation. The Scheme
is administered by the Nomination and Remuneration Committee (“NRC”) of the
Board.

Under the Scheme, the Company is authorized to grant up to 66,79,158 stock options,
representing 2% of the total equity shares of the Company as on the date of Board
approval i.e. January 16, 2026, with each option convertible into one equity share of
the Company. The vesting period of options ranges from a minimum of one year to
a maximum of five years from the date of grant, subject to continued employment
and other conditions specified by the NRC and ESOP Scheme.

The Scheme also provides for treatment of vested and unvested options in cases
such as resignation, retirement, death, permanent incapacity and termination, in
accordance with the terms of the Scheme. In case of any corporate action, the NRC
is empowered to make suitable adjustments to protect the value of the options
granted. The Company shall comply with the applicable provisions of the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable
laws in relation to the Scheme. Further details of the Scheme are available on the
website of the Company at https://www.theleela.com/prod/content/assets/2026-05/
Redacted-ESOP-Scheme.pdf.

48. MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions relating to the Maternity Benefit Act
1961.

49. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate
governance. We believe sound corporate governance is critical to enhance

and retain investor trust. Our disclosures seek to attain the best practices in
corporate governance. The Board considers itself a trustee of its shareholders and
acknowledges its responsibilities towards them for the creation and safeguarding
of their wealth. In order to conduct business with these principles the Company has
created a corporate structure based on business needs and maintains a high degree
of transparency through regular disclosures with a focus on adequate control
systems.

As per provisions of Regulation 15 of SEBI (LODR) Regulations, 2015, the Corporate
Governance Report for the financial year ended March 31, 2026 is forming part of this
Annual Report.

50. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and
Schedule V of SEBI Listing Regulations is forming a part of this Annual Report.

51. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the applicability of
Business Responsibility and Sustainability Reporting (BRSR) requirements for newly
listed entities is subject to SEBI-prescribed timelines and market capitalisation
criteria. The Company, having been listed during FY 2025-26, has voluntarily
prepared this BRSR covering both Essential and Leadership Indicators, in line with
its commitment to transparent and responsible business practices. The report has
been prepared with reference to the National Guidelines on Responsible Business
Conduct (NGRBC) Principles, Global Reporting Initiative (GRI) Standards 2021, and the
United Nations Sustainable Development Goals (UN SDGs). The BRSR disclosures for
FY 2025-26 have been independently assured by TUV SUD South Asia Private Limited
at a limited assurance level, covering both BRSR Core and non-Core attributes.

52. ACKNOWLEDGEMENT:

The Board wishes to place on record its profound appreciation for the continued support and co-operation received from the banks, financial institutions, investors, government,
customers, vendors, shareholders and other stakeholders during the year under review. The Board also wishes to place on record its grateful appreciation to all the employees of
the Company for their unwavering dedication, commitment and contributions to the Company’s performance. Your Board look forward for their continued support in future.

For and on behalf of the Board of Directors of
Leela Palaces Hotels & Resorts Limited
(formerly known as Schloss Bangalore Limited)

Name: Mr. Anuraag Bhatnagar Name: Mr. Ashank Kothari

Designation: Whole time Director and Designation: Director

Chief Executive Officer DIN: 08565174

DIN: 07967035

Place: Mumbai
Date: July 31, 2026

Your Directors are pleased to present the Sixth Annual Report on the performance and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Company’s financial performance for the financial year ended March 31,2025 as compared to the previous financial year is summarized below:

2. SUMMARY OF OPERATION DURING THE YEAR ENDED MARCH 31, 2025:

During the year under review, the Company delivered robust financial performance. Standalone total income increased by 34.75% to INR 4,741.70 million, while consolidated total income grew by 14.68% to INR 14,065.56 million. The Company reported a standalone net profit after tax of INR 342.35 million, compared to a net loss of INR 128.51 million in the previous year. Consolidated net profit after tax stood at INR 476.58 million, against a net loss of INR 21.27 million in the previous year.

Our consolidated EBITDA for FY25 improved significantly to INR 7,001.68 million, up from INR 6,000.26 million in FY24, with EBITDA margins expanding to 49.78% from 48.92%, reinforcing our industry-leading profitability. Performance was further highlighted by a RevPAR premium of 1.4x versus the Indian luxury hospitality industry and 3x versus the overall Indian hospitality industry.

Growth was broad-based across segments, as reflected in our TRevPAR, which was 1.4x of the Indian luxury hospitality industry for FY25. This strong performance underscores the Company’s premium positioning in the Indian luxury segment and the strength of its guest experience, further validated by a best-in-industry Net Promoter Score (NPS) of 85 for FY25.

3. DIVIDEND:

In accordance with the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and any amendments thereto, your Company has formulated a Dividend Distribution Policy, which is available on the Company’s website at https://www.theleela.com/prod/content/assets/2024-Q9/Dividend-Distribution-Policv.pdf

Further, no dividend has been recommended by the Board for the year under review.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to the reserves for the Financial Year ended March 31, 2025.

5. BORROWINGS:

The Company avails of credit facilities from time to time to be deployed for various purposes such as capital expenditure and working capital requirements. During the year under review, the Company availed of additional borrowings amounting to INR 1,223.05 million (excluding liability component of compound financial instruments) and repaid existing debts amounting to INR 2,884.74 million (excluding liability component of compound financial instruments). As on March 31, 2025, the Company’s borrowing stood at INR 13,773.30 million on a standalone basis and at INR 39,087.46 million on a consolidated basis.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in nature of business of the Company.

7. CREDIT RATING:

During the year under review, the credit rating assigned by CRISIL Ratings Limited is Crisil A-/Positive for long-term bank facilities of the Company.

As on the date of this Report, the credit rating assigned by CRISIL Ratings Limited is Crisil AA/Stable (Upgraded from ‘Crisil A-/Positive’) for long-term bank facilities of the Company. The said ratings signify a high degree of safety regarding the timely servicing of financial obligations.

8. SHARE CAPITAL AND DEBENTURES:

SHARE CAPITAL:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 stood at INR 1,33,17,50,00,000 (Rupees Thirteen Thousand Three Hundred Seventeen Crores and Fifty Lakhs) divided into 6,56,75,00,000 (Six Hundred Fifty-Six Crore and Seventy Fifty Lakhs) equity shares of INR 10/- (Rupees Ten only) each and 67,50,00,000 (Sixty

Seven Crores Fifty Lakhs) Preference shares of INR 100/- (Rupees One Hundred only) each.

During the year under review, the Company’s authorized share capital was increased as detailed below:

DEBENTURES:

The Board of Directors in their meeting held on July 2, 2024, pursuant to the terms of issuance converted 1,50,27,498 (One Crore Fifty Lakhs Twenty Seven Thousand Four Hundred Ninety Eight) Unsecured Compulsorily Convertible Debentures of Face Value of INR 100/- (Indian Rupees One Hundred) into 1,50,27,498 (One Crore Fifty Lakhs Twenty Seven Thousand Four Hundred Ninety Eight) equity shares of face value of INR 10/- (Indian Rupees Ten only) of the Company issued to its Holding company namely Project Ballet Bangalore Holdings (DIFC) Pvt Ltd. Accordingly, as on March 31, 2025, there are no Debentures outstanding in the books of the Company.

During the year under review, the Company has not issued any instruments with differential voting rights nor has granted any sweat equity shares.

9. DEPOSITS:

Your Company has not accepted nor renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

10. LOANS FROM DIRECTORS/DIRECTORS’ RELATIVES:

During the year under review, the Company has not borrowed any amount from Directors or its relatives.

11. HOLDING COMPANY:

Your Company continues to be a Subsidiary of Project Ballet Bangalore Holdings (DIFC) Pvt Ltd (‘Project Ballet’), as defined under Section 2(87) of the Act. As on March 31, 2025, the shareholding of Project Ballet in your Company was 17,59,85,315 (Seventeen Crores Fifty Nine Lakhs Eighty Five Thousand Three Hundred and Fifteen) equity shares of face value of Rs INR 10/- (Rupees Ten only) each comprising of 63.65% of the total paid up share capital of the Company.

#Acquired 100% of the preference share capital of Schloss Chanakya Private Limited with effect from July 30, 2024.

*Leela BKC Holdings Private Limited (formerly known as Transition Cleantech Services Four Private Limited) ceased to be a subsidiary of the Company with effect from April 18, 2025 and has become a joint venture of the Company.

All the Subsidiaries and Joint Ventures engaged in the similar line of business as of company that is hotel and resort management, and rendering technical, managerial and advisory services in relation to construction and / or operations of hotels and resorts.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the subsidiaries/joint ventures of the Company in Form No. AOC-1 is attached as Annexure A to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, along with relevant documents and audited financial statements of subsidiaries, are available on the website of the Company at https://www.theleela. com/investors.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to the successful completion of the Company’s Initial Public Offering (IPO), comprising a fresh issue of 57,471,264 equity shares of INR 10/- each aggregating upto INR 25,000.00 million and an Offer for sale of 22,988,505 equity shares of INR 10/- each aggregating upto INR 10,000.00 million by Project Ballet Bangalore Holdings (DIFC) Pvt Ltd (Promoter selling shareholder), the Company’s equity shares were listed on BSE Limited and the National Stock Exchange of India Limited on June 2, 2025.

Except as aforesaid, no material changes and commitments which could affect the Company’s financial position, have occurred between the end of the financial year of the Company and date of this report.

14. SCHEME OF AMALGAMATION /ARRANGEMENT:

During the year under review, the Company has not proposed or considered or approved any Scheme of Merger/Amalgamation/Takeover/Demerger or Arrangement with its Members and/or Creditors.

15. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against the Company under the Insolvency and Bankruptcy Code, 2016.

Accordingly, as on the date of this Report, there is no application or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

16. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board comprises of 8 (Eight) Directors out of which 1 (One) Director is Executive, 3 (Three) Directors are Non-Executive Independent, including one Woman Independent Director and 4 (Four) Directors are Non-Executive NonIndependent.

The details of the Board of directors and Key Managerial Personnel(“KMP’) of the Company as on March 31, 2025, alongwith details of changes therein are annexed hereunder:

Mr. Anuraag Bhatnagar, Mr. Ravi Shankar and Ms. Jyoti Maheshwari were appointed as the Whole Time Director & CEO, Head - Asset Management & CFO and Company Secretary of the Company respectively w.e.f. September 13, 2024. Also, they are the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 the Act. Further, Ms. Jyoti Maheshwari was also appointed as the Compliance Officer of the Company w.e.f. September 16, 2024.

Mr. Madhav Sehgal and Mr. Anand Upadhyay ceased to be the Whole-time Director and Company Secretary respectively w.e.f. September 13, 2024.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

Further, as per the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mr. Anuraag Bhatnagar (DIN: 07967035), being longest in office is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re appointment. The necessary resolution for his re-appointment forms part of the Notice convening the AGM.

17. BOARD AND ITS COMMITTEES:

During the year under review, 26 (Twenty-Six) Board Meetings were held on: April 01, 2024; April 15, 2024; May 27, 2024; May 29, 2024; May 31, 2024; June 15, 2024; June 18, 2024; July 01, 2024; July 02, 2024; July 10, 2024; July 11, 2024; July 17, 2024; July 22, 2024; July 23, 2024; July 24, 2024; August 02, 2024; August 09, 2024; August 12, 2024; September 11, 2024; September 13, 2024; September 16, 2024; September 18, 2024; November 26, 2024; December 23, 2024; January 09, 2025; March 26, 2025.

As required under the Act, SEBI Listing Regulations and other SEBI Regulations, the Company has constituted the following, including the statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

6. IPO Committee (dissolved w.e.f. July 22, 2025)

7. Committee of Independent Directors

The details regarding the composition of the Board, Audit Committee along with other Committees and their Meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

In accordance with the provisions of the Act, a separate Meeting of the Independent Directors of the Company was held on March 26, 2025.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has adopted a policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The salient features of the policy are given in the Corporate Governance Report.

The policy can be accessed on the Company’s website at https://www.theleela.com/ prod/content/assets/2024-09/Nomination-and-Renumeration-Policy.pdf

19. SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors on recommendation of Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy, which, inter alia, deals with the criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Personnel/ Senior Management Personnel of the Company and their remuneration. The Nomination and Remuneration Committee recommends appointment of Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Act and the Rules made thereunder and SEBI Listing Regulations. The Nomination and Remuneration Policy is available on the website of the Company at https://www.theleela.com/prod/content/assets/2024-09/ Nomination-and-Renumeration-Policv.pdf

20. CHANGE OF NAME OF COMPANY

The Company has received a name availability letter dated August 01, 2025 from the Registrar of Companies, Central Registration Centre, informing no objection with respect to change in the name of the Company as proposed above. The proposed change of name would be subject to the necessary approvals in terms of the provisions of the Act.

Accordingly, your Board on August 22, 2025 approved the change in name of the Company from ‘Schloss Bangalore Limited’ to ‘Leela Palaces Hotels & Resorts Limited’ and the consequent amendments to the Memorandum of Association and the Articles of Association of the Company subject to the approval of the shareholders of the Company by way of special resolution and approvals of requisite statutory, regulatory or governmental authorities, as may be required under applicable laws.

The members may further note that there is no proposal to change the objects of the Company. The proposed change in name of the Company would not result in change of the legal status, constitution, turnover, operations or activities of the Company, nor would it affect any rights or obligations of the Company or the members and stakeholders.

The Company has complied with Regulation 45 of the SEBI Listing Regulations, to the extent they are applicable, and has also obtained a certificate from a Practicing Chartered Accountant in respect of the same.

21. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), were appointed as the Statutory Auditors of the Company for a term of five years to hold office from conclusion of the first Annual General Meeting until the conclusion of the sixth Annual General Meeting of the Company to be held in the FY 2025-26.

The Company has received confirmation from the Statutory Auditors to the effect that their re-appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years to hold office from the conclusion of sixth Annual General Meeting till the conclusion of eleventh Annual General Meeting of the Company to be held in the FY 2030-31, subject to approval by the Members at the ensuing Annual General Meeting. The Board recommends the said re-appointment of the Statutory Auditors for approval of the Members at the ensuing Annual General Meeting.

The Statutory Auditors report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any instances of fraud as specified under Section 143(12) of the Act during the year under review.

22. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mehta & Mehta, Company Secretaries to undertake Secretarial Audit for FY 2024-25. The Secretarial Audit Report in Form MR-3 issued by them is Annexed herewith as Annexure B. There are no qualification, reservation, adverse remark or disclaimer in the report.

Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board of Directors of the Company on the recommendation of the Audit Committee has approved the appointment of M/s. Makarand M. Joshi & Co, Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of 5 (five) years to hold office from the conclusion of sixth Annual General Meeting till the conclusion of eleventh Annual General Meeting of the Company to be held in the FY 2030-31, subject to approval by the Members at the ensuing Annual General Meeting. The Board recommends the said appointment of the Secretarial Auditor for approval of the Members at the ensuing Annual General Meeting.

23. INTERNAL AUDITOR:

The Board of Directors of the Company has appointed M/s. PricewaterhouseCoopers Services LLP as the Internal Auditor of the Company to conduct the internal audit for the financial year 2025-26 and the scope functioning, periodicity and methodology for conducting internal audit was approved by the Board of Directors.

24. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI).

25. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 124 and 125 and other applicable provisions of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”).

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF. The Members whose dividend/ shares are transferred to the IEPF Authority can claim their shares/dividend from the IEPF Authority following the procedure prescribed in the IEPF Rules.

During the year under review, the Company was neither liable to transfer any amount to the Investor Education and Protection Fund (IEPF), nor was any amount lying in the Unpaid Dividend Account of the Company for the Financial Year 2024-2025.

26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

27. VIGIL MECHANISM:

The Company has, in accordance with provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, formulated a Vigil Mechanism / Whistle Blower Policy for all its Directors, Employees and other stakeholders to report concerns about any unethical behaviour, actual or suspected fraud or

violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of Directors, employees and other stakeholders who avail of the mechanism and have also provided them direct access to the Chairperson of the Audit Committee.

The said policy is available on the Company’s website at https://www.theleela.com/ prod/content/assets/2024-09/Whistle-Blower-or-Vigil-Mechanism-Policy.pdf

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company is engaged in ‘infrastructural activities’ covered under Schedule VI of the Act and is therefore exempt from the provisions of Section 186 of the Act with regards to Loans, Investments, Guarantees and Securities. Details of investments made by the Company are given in Note No. 7 of the Standalone Financial Statements.

29. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party transactions and the same can be accessed on the Company’s website https://www.theleela.com/prod/content/ assets/2025-05/Policv-on-Related-Partv-Transactions.pdf

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms’ Length Basis. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence the same is not provided. None of the Directors have any pecuniary relationships or transactions except to the extent of sitting fees paid to the Directors.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(3)(c) and Section 134(5) of the Act, the Directors of your Company, to the best of their knowledge and ability, confirm that:

i. i n the preparation of the Annual financial statements for the Financial Year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year (i.e., as on March 31, 2025) and of the profit of the Company for the Financial Year ended March 31, 2025;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the Annual Accounts on a going concern basis;

v. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The information relating to conservation of energy and foreign exchange earnings and outgo as stipulated under section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure C” and forms part of this Report. The information relating to technology adoption is not given since the same is not applicable to the company during the year.

32. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, no such one-time settlement was done in respect of any loan taken by the Company from Banks / Financial Institutions, if any.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

34. ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Rules made thereunder, the Annual Return of the Company in Form MGT-7 is available on the website of the Company at https://www.theleela.com/AGM-FY2024-25.

35. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

36. COST AUDITORS:

The provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Hence, the maintenance of the cost records as specified by the Central Government under Section 148(1) of the Act is not required and accordingly such accounts and records are not made and maintained. The Company has not appointed any Cost Auditor during the year under review.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility) Rules, 2014, a company falling under Section 135(1) is required to spend in every financial year, at least two percent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

The Company does not meet the criteria as specified above, therefore, the provisions relating to Corporate Social Responsibility are not applicable.

However, the Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company at https://www.theleela.com/prod/content/assets/2024-09/ Corporate%20Social%20Responsibilitv%20Policv.pdf.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. Training / awareness program are conducted throughout the year to create sensitivity towards ensuring respectable workplace. The Company has constituted an Internal Complaints Committee to redress and resolve any complaints arising under the POSH Act.

A summary of complaints received and resolved during the period under review is mentioned below:

a) number of complaints of sexual harassment received in the year: Nil

b) number of complaints disposed off during the year: Nil

c) number of cases pending for more than ninety days: Nil

39. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have individually given a declaration pursuant to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of independence as laid down under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations received from the Independent Directors, the Board is of the opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act, Rules made thereunder and SEBI Listing Regulations.

40. FAMILIARISATION PROGRAMME FOR DIRECTORS

The details regarding the familiarisation programme are provided in the Corporate Governance Report, which forms part of this Annual Report.

41. BOARD EVALUATION:

The Board has adopted a formal evaluation mechanism for evaluating its own performance and as well as that of its Committees and individual directors, as required under the Act and SEBI Listing Regulations. Further, the performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the NonIndependent Directors was carried out by the Independent Directors at their separate Meeting.

The questionnaire was circulated to all the Board members of the Company in a transparent and confidential manner. The criteria encompassed several key parameters, including knowledge and competency, relevant experience, fulfilment of functions, ability to work as part of a team, initiative, availability and attendance, level of commitment, quality of contribution, integrity, and independence for the aforesaid evaluation.

42. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

Except for Mr. Anuraag Bhatnagar, Whole-time Director who was paid remuneration of INR 47.57 million from our Subsidiary, Schloss HMA Private Limited (being the CEO till September 13, 2024), none of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our Holding or Subsidiary Company during the year under review.

43. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well established, comprehensive and adequate internal controls commensurate with the size of the operations, which are designed to assist in identification and management of business risks and ensure high standards of corporate governance. The internal financial controls have been documented, digitized and embedded in the business processes. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Assurance on the effectiveness of internal financial controls is obtained through monthly management reviews, self-assessment and continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of internal auditor to the Audit Committee of the Board.

To further strengthen the compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generate alerts for proper and timely compliance. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

As per the requirements of SEBI Listing Regulations, a Risk Management Committee has been constituted with responsibility of preparation of risk management plan. The details of the constitution, authority and terms of reference of the Risk Management Committee is captured in the corporate governance report. The Company’s risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place a Risk Management Policy which is available on the website of the Company at https://www.theleela.com/prod/content/ assets/2024-09/Risk-Management-Policv.pdf

44. PARTICULARS OF EMPLOYEES:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) of the Act and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in “Annexure D” to this Report.

As per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details relating to the remuneration of specified employees have been prepared in accordance with the applicable provisions. In line with Section 136 of the Act, this statement is available for inspection by any Member at the Corporate Office of the Company. Members interested in accessing this information may write to the Company Secretary at [email protected].

45. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has adopted the ‘The Leela Employee Stock Option Scheme 2024’ pursuant to the resolution passed by the Board on September 16, 2024, and the resolution passed by the Shareholders’ on September 17, 2024.

As on the date of this Report, under the ESOP Scheme, no options have been granted or are outstanding under the ESOP Scheme. The ESOP Scheme is in compliance with the SEBI SBEB Regulations and has been certified by M/s. A Sachin & Associates, Practising Company Secretary, having the membership number FCS 7715, pursuant

to its certificate dated September 20, 2024. Pursuant to the ESOP Scheme, the Nomination and Remuneration Committee of the Company is authorized to issue options that are exercisable into not more than 2% of the total issued and paid up share capital in one or more tranches. All grants that will be made pursuant to the ESOP Scheme shall be in compliance with the Companies Act, 2013. Further, the allotment of Equity Shares pursuant to exercise of options granted and vested under the ESOP Scheme shall be made to eligible employees.

46. MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

47. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI Listing Regulations, the Corporate Governance Report for the financial year ended March 31, 2025 is forming part of this Annual Report.

48. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI Listing Regulations is forming a part of this Annual Report.

49. ACKNOWLEDGEMENT:

The Board wishes to place on record its profound appreciation for the continued support and co-operation received from the banks, financial institutions, investors, government, customers, vendors, shareholders and other stakeholders during the year under review. The Board also wishes to place on record its grateful appreciation to all the employees of the Company for their unwavering dedication, commitment and contributions to the Company’s performance. Your Board look forward for their continued support in future.