UP Hotels Limited adopted its audited financial statements for the fiscal year ended March 31, 2026, during its 65th Annual General Meeting (AGM) held on September 29, 2026. The meeting also saw the re-appointment of Supriya Gupta as a director.

The AGM was conducted via Video Conferencing (VC) and Other Audio Visual Means (OAVM) in compliance with Ministry of Corporate Affairs and SEBI circulars permitting virtual meetings without physical presence. Justice Bisheshwar Prasad Singh (Retd.) chaired the meeting from the company's registered office in New Delhi, which served as the deemed venue.

Key resolutions passed

Members voted on two ordinary business items through e-voting facilities provided between September 26 and September 28, 2026. The resolutions included the adoption of the Board of Directors' report, the Auditors' report, and the financial statements for FY26. Additionally, Supriya Gupta, who retired by rotation, was re-appointed as she offered herself for re-election and was eligible for the position.

Voting results breakdown

The scrutinizer's report dated October 1, 2026, detailed the voting outcomes for both agenda items. A total of 76 members cast their votes across remote e-voting and e-voting during the meeting. The total number of shareholders on the record date was 1,262, with 35 members attending the meeting through Video Conferencing/Other Audio Visual Means.

Due to non-compliance with Minimum Public Shareholding requirements, SEBI order No. WTM/PS/08/CFD/JUNE/2013 restricts promoter voting rights to 39.41% of their shareholding. Consequently, the effective voting power of the Promoter and Promoter Group is calculated based on this restricted percentage.

Resolution 1: Adoption of Financial Statements

For the adoption of the audited financial statements, Board's report, and Auditor's report for FY26:

Resolution 2: Appointment of Director

For the appointment of Mrs. Supriya Gupta (DIN-00009188) as a director liable to retire by rotation:

Procedural details

Deepak Bansal of Deepak Bansal & Associates, a Company Secretary in Practice, was appointed as the scrutinizer to ensure fair and transparent scrutiny of remote e-voting and e-voting conducted during the AGM. The requisite quorum under the Companies Act, 2013, was present to call the meeting to order.

Following the conclusion of voting, Apurv Kumar, Joint Managing Director, proposed a vote of thanks to the Chair, which was seconded by Shankar Aggarwal, Independent Director. The company operates under the Clarks Group of Hotels brand.

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.