U. P. Hotels Limited has disclosed multiple regulatory non-compliances for the financial year ended March 31, 2026, primarily concerning the failure to maintain minimum public shareholding (MPS) norms. The company submitted its Annual Secretarial Compliance Report to BSE on May 28, 2026, detailing these deviations and the subsequent actions taken by management and regulators.

Minimum Public Shareholding Non-Compliance

The company failed to maintain the requisite minimum public shareholding, prompting BSE to levy fines for several quarters. Under the SEBI Master Circular dated July 11, 2023, and a subsequent circular dated November 11, 2024, the exchange imposed penalties for non-compliance during FY 2023-24, FY 2024-25, and FY 2025-26. The fines for FY 2025-26 included ₹10,73,800 for the period April 1, 2025, to June 30, 2025, and ₹10,85,600 for the period July 1, 2025, to September 30, 2025.

SEBI granted specific relaxations via a letter dated December 3, 2024, to facilitate the voluntary delisting of equity shares, including a temporary relaxation from MPS norms. Consequently, U. P. Hotels has requested BSE to waive the fines. The voluntary delisting process could not be completed within the SEBI-prescribed timeline ending December 2, 2025, and the company has filed another application with SEBI seeking an extension of time.

Dematerialization of Shares

The company has not yet achieved 100% dematerialization of promoters' and promoter group shareholdings. SEBI issued an Administrative Warning Letter on March 25, 2025, regarding this non-compliance with Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As of March 31, 2026, 126,377 shares, constituting 2.34% of promoter shares, remain pending dematerialization. The company cited SEBI prohibitions restricting the rights of promoters to deal with shares, the freezing of demat accounts by BSE due to MPS non-compliance, and the death of a promoter as reasons for the delay.

Related Party Transactions

Related party transactions from previous years, which are subject to a legal case pending before the National Company Law Tribunal (NCLT), New Delhi, have not been approved by the Audit Committee or the Board of Directors. The Board decided in a meeting on August 20, 2017, to defer the consideration of these transactions to avoid decisions that might contradict the NCLT's adjudication. No regulatory action has been taken regarding this matter.

Other Compliance Status

The report confirmed compliance with other regulatory requirements, including the adoption of policies, website disclosures, and performance evaluations of the Board and committees. The company stated it has no material subsidiaries and that no statutory auditors resigned during the financial year. Deepak Bansal & Associates, Practicing Company Secretaries, issued the compliance report based on an examination of the company's records and filings.

U. P. Hotels Limited has received an Administrative Warning and Advisory Letter from the Securities and Exchange Board of India (SEBI) regarding lapses in disclosure norms related to its voluntary delisting process. The communication, dated May 21, 2026, was received by the company via email on the same day. SEBI’s examination followed complaints and representations concerning the delisting initiative initiated by the company.

Non-compliance with Disclosure Norms

The regulatory action highlights non-compliance with Regulations 30(12) and 30(13) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These regulations mandate adequate disclosure of events or information that may have a material effect on the listed entity, specifically requiring the dissemination of communications received from regulatory authorities. SEBI noted that while the company disclosed broad developments, it failed to comprehensively capture the full scope of material applications made to SEBI, specific relaxations sought, conditions imposed, and regulatory outcomes.

Advisory on Shareholding Dematerialization

In addition to the warning regarding disclosures, SEBI issued an advisory concerning compliance with Regulation 31(2) of the LODR Regulations. It was observed that certain promoter and promoter group shareholdings continued to remain in physical form, failing to meet the requirement of 100% dematerialization. The regulator emphasized that statutory obligations must be maintained on a continuous basis and advised the company to take necessary steps to ensure full compliance.

Company Response and Compliance

In its disclosure to the stock exchange, U. P. Hotels Limited confirmed that it would ensure due compliance with the directions contained in the SEBI letter. The company stated it would exercise due caution to avoid the recurrence of such events. It further clarified that there is no impact on the financial, operational, or other activities of the company as a result of these regulatory communications.

Key Details of SEBI Communication

The company has been advised to place the communication before its Board of Directors and submit an action taken report to the stock exchanges within 15 days.