U P Hotels Limited posted a net profit of Rs.3,223.80 lakh for FY26, up 8.41% from Rs.2,973.31 lakh in FY25, as the Clarks Group of Hotels operator 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.

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.

U P Hotels has scheduled a board meeting for September 7, 2026, to consider matters related to the voluntary delisting of its equity shares from BSE Limited.

The meeting aims to address procedural steps for the delisting process initiated following a Securities and Exchange Board of India (SEBI) letter dated December 3, 2024. The company cited Regulation 29 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the basis for this disclosure.

Regulatory Context

The voluntary delisting framework under SEBI regulations requires specific disclosures and approvals before shares can be removed from stock exchange listings. The company’s Board of Directors will review the status of these requirements during the scheduled session.

Prakash Chandra Prusty, Head - Legal, Compliance & Company Secretary at U P Hotels, issued the notice to BSE Limited on September 1, 2026. The filing confirms that the agenda includes inter alia considerations regarding the ongoing delisting procedure.