U P Hotels has initiated a postal ballot to seek shareholder approval for an extension of time to complete its voluntary delisting process. The remote e-voting period commences on September 15, 2026, and concludes on October 14, 2026.

The board approved the move during its meeting on September 7, 2026, fixing September 11, 2026, as the cut-off date for determining voting entitlements. The company aims to secure in-principle approval from members for its application filed with the Securities and Exchange Board of India (SEBI) on May 4, 2026, seeking more time to comply with requirements specified in SEBI's letter dated December 3, 2024.

Key Approvals and Process Details

The board authorized several steps to facilitate the delisting extension:

• Seeking shareholder approval via a Special Resolution through the Postal Ballot Process.
• Dispatching the Postal Ballot Notice and explanatory statement electronically to shareholders.
• Obtaining necessary statutory and regulatory approvals for the voluntary delisting procedure.

Mr. Deepak Bansal, Practicing Company Secretary (Membership No. F3736), has been appointed as the Scrutinizer to conduct the process fairly and transparently. National Securities Depository Limited (NSDL) will provide the remote e-voting facility.

Regulatory Context and History

The voluntary delisting framework requires specific disclosures under Regulation 29, Regulation 30, and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Promoters Mr. Apurv Kumar and Mr. Anoop Kumar, along with other promoter group members, hold 88.39% of the equity share capital. Public shareholders hold the remaining 11.61%. The company has been non-compliant with Minimum Public Shareholding (MPS) requirements since December 2001.

Previous attempts to secure shareholder approval failed. Special resolutions passed via postal ballot on September 4, 2025, and July 2, 2026, were disapproved by members. SEBI had previously refused extension requests citing inconsistency in promoter intent, noting that promoters voted against or did not participate in earlier votes.

What the Numbers Show

The promoters hold a dominant 88.39% stake, significantly exceeding the 75% threshold that triggers MPS compliance issues. With public holding at just 11.61%, the delisting offer is primarily aimed at providing an exit route for this small minority while resolving long-standing regulatory non-compliance. The repeated rejection of special resolutions highlights the challenge of securing minority consent despite promoter dominance.

U P Hotels Limited posted a net profit of ₹3,223.80 lakh for FY26, up 8.41% from ₹2,973.31 lakh in FY25. The company also announced its 65th Annual General Meeting for September 29, 2026.

AGM details and key dates

The 65th AGM will be held on Tuesday, September 29, 2026 at 2:30 pm through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The Register of Members and Share Transfer Books will remain closed from Tuesday, September 22, 2026 to Tuesday, September 29, 2026 (both days inclusive). The cut-off date for determining eligibility for remote e-voting is September 22, 2026. Remote e-voting opens on Saturday, September 26, 2026 at 9:30 am and closes on Monday, September 28, 2026 at 5:00 pm. The Board has not recommended any dividend for FY26.

Shareholders who have not registered their email addresses have been dispatched letters containing web-links and QR codes to access the AGM notice and annual report, pursuant to Regulation 36(1)(b) of SEBI (LODR) Regulations, 2015. Members holding shares in physical form are required to furnish PAN and KYC details to remain eligible for lodging grievances or receiving payments electronically.

Financial performance for FY26

The company's key financial metrics for FY26 compared with FY25 are presented below (figures in Rs. lakh):

Revenue from operations (net) increased by Rs.885.52 lakh (5.79%) from Rs.15,290.87 lakh in FY25 to Rs.16,176.39 lakh in FY26. Total expenditure rose by Rs.596.31 lakh (4.99%) to Rs.12,541.74 lakh, driven by higher employee expenses, power and fuel expenses, and various other expenses. Profit before tax stood at Rs.4,319.87 lakh against Rs.3,971.68 lakh in the previous year. Total Comprehensive Income was Rs.3,180.57 lakh compared with Rs.2,980.49 lakh in FY25.

Operational highlights

U P Hotels operates four hotels under the Clarks brand, offering a combined 643 rooms at Agra, Jaipur, Lucknow, and Khajuraho. During FY26, rooms sold declined 6.42% and occupancy dropped 3.64% compared with the previous year. However, the Average Room Rate increased 7.50% and RevPAR was down 3% in FY26 against FY25.

Key financial ratios

The company's total assets stood at Rs.24,668.67 lakh as on March 31, 2026, against Rs.21,205.45 lakh as on March 31, 2025. Net worth as on March 31, 2026 was Rs.21,324.93 lakh. The total number of permanent employees on the rolls of the company was 717.

Regulatory and compliance matters

The company continues to face three key compliance issues flagged in both the statutory and secretarial audit reports:

• Minimum Public Shareholding (MPS): The company has not complied with Regulation 38 of SEBI (LODR) Regulations, 2015. BSE Limited has levied cumulative fines of Rs.95.70 lakh (including GST) up to March 31, 2026 for MPS non-compliance. The voluntary delisting process initiated to address MPS could not be completed within the SEBI-prescribed period ending December 2, 2025. The company has again applied to SEBI for extension of time.
• Promoter dematerialisation: As on March 31, 2026, only 1,26,377 shares constituting 2.34% of promoter shares remain pending for dematerialisation. The demat accounts of all promoters and promoter groups were frozen by BSE in September 2023.
• Related party transactions: Certain related party transactions from previous years, being part of a legal matter pending before the National Company Law Tribunal (NCLT), New Delhi, could not be approved by the Audit Committee and Board of Directors. The Board deferred consideration of these transactions pending the NCLT's final decision.

CSR expenditure

The company was required to spend Rs.75.89 lakh on CSR activities for FY26. Actual CSR spending for the year totalled Rs.76,00,000, comprising Rs.75,00,000 towards saving injured and stray animals, birds and reptiles (through Help in Sufferings, CSR registration number CSR00000841) and Rs.1,00,000 towards helping the disabled with artificial limbs, calipers, wheelchairs, and related aids (through Shree Bhagwan Mahaveer Viklang Sahayata Samiti, CSR registration number CSR00001480). The excess amount spent over the obligation was Rs.10,907.

Board and ordinary business at AGM

The ordinary business at the 65th AGM includes adoption of audited financial statements for FY26 and the re-appointment of Mrs. Supriya Gupta (DIN: 00009188), who retires by rotation and is eligible for re-appointment. Mr. Apurv Kumar and Mr. Rupak Gupta serve as Joint Managing Directors and CFOs. Mr. Prakash Chandra Prusty is Company Secretary. Statutory auditors M/s Satinder Goyal and Co., Chartered Accountants, were re-appointed for a second term of five consecutive years at the 61st AGM held on September 26, 2022, continuing until the conclusion of the 66th AGM in 2027.