U. P. Hotels has initiated a postal ballot process to seek in-principle approval from shareholders for an application filed with SEBI to extend the time for complying with voluntary delisting requirements. The resolution aims to support the company's request for more time to adhere to the conditions specified in SEBI's letter dated December 3, 2024, regarding the voluntary delisting of equity shares from BSE Limited. The outcome of this vote is critical for the company to address its continuous non-compliance with minimum public shareholding norms.

The proposed delisting follows an Initial Public Announcement dated July 15, 2025, by promoters Mr. Apurv Kumar and Mr. Anoop Kumar, who currently hold 88.39% of the total equity paid-up share capital. The promoters intend to acquire the remaining 11.61% held by public shareholders. A previous Extra-Ordinary General Meeting held on September 4, 2025, resulted in the disapproval of the special resolution by the members. Consequently, the deadline to complete the delisting offer lapsed, and prior requests for time extensions to SEBI were refused due to inconsistencies in promoter intent.

Postal Ballot and E-Voting Schedule

The Board of Directors has approved the filing of a fresh application for extension with SEBI on May 4, 2026. To sustain this application, the board is seeking shareholder approval through a special resolution. Mr. Deepak Bansal of Deepak Bansal & Associates has been appointed as the Scrutinizer to oversee the process.

The remote e-voting facility, provided by National Securities Depository Limited (NSDL), is the sole mechanism for shareholders to cast their votes. The voting period commenced on June 3, 2026, at 9:30 A.M. IST and will conclude on July 2, 2026, at 5:00 P.M. IST. The results of the postal ballot will be declared on or before July 6, 2026.

Resolution Details

The special resolution seeks authorization for the company's directors and company secretary to take all necessary actions to pursue the extension application. This includes making filings with regulatory authorities and executing required deeds and documents. The board recommends that shareholders vote in favor of the resolution to strengthen the application before SEBI. The promoters and promoter group are interested parties in this resolution.

U. P. Hotels Limited reported a net profit of ₹3,223.80 lakh for the financial year ended March 31, 2026, compared to ₹2,973.31 lakh in the previous year. Revenue from operations for FY26 stood at ₹16,176.39 lakh, up from ₹15,290.87 lakh in FY25. For the quarter ended March 31, 2026, the company recorded a net profit of ₹1,436.52 lakh on revenue from operations of ₹5,078.32 lakh, reflecting steady year-on-year growth.

Audited Financial Results

The Board of Directors approved the audited financial results for the fourth quarter and financial year ended March 31, 2026. Total revenue for the year increased to ₹16,861.61 lakh from ₹15,917.11 lakh in the prior year. Total expenses for FY26 were ₹12,541.74 lakh, compared to ₹11,945.43 lakh in FY25. The company's basic and diluted earnings per share (EPS) for the year stood at ₹59.70, up from ₹55.06 in the previous year.

The following table summarises the key annual financial metrics:

Q4 Operating Performance

The company's quarterly operating performance showed meaningful improvement on a year-on-year basis. Q4 EBITDA grew to 178M rupees from 158M rupees in the same quarter of the previous year. The EBITDA margin expanded to 35.16% from 32.19% year-on-year, indicating improved operational efficiency during the quarter.

Voluntary Delisting Process

The Board approved seeking shareholder approval through a postal ballot process for a special resolution supporting the company's application with SEBI. This application seeks an extension of time to comply with various requirements regarding the voluntary delisting of equity shares from BSE Limited. Mr. Deepak Bansal has been appointed as the Scrutinizer to conduct the postal ballot process. The cut-off date to determine shareholder entitlement to vote electronically is fixed as May 29, 2026.

Audit Qualifications

Satinder Goyal & Co., Chartered Accountants, issued a qualified opinion on the financial results. The qualifications include non-compliance with Minimum Public Shareholding norms under Regulation 38 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and failure to achieve 100% dematerialization of promoters' shareholding. Additionally, certain Related Party Transactions could not be approved by the Audit Committee and Board due to a pending legal matter before the National Company Law Tribunal. The auditors stated that the ultimate outcome of these matters cannot presently be determined.