UP Hotels Limited shareholders voted against the special resolution seeking in-principle approval for extending the timeline for the voluntary delisting of its equity shares from BSE Limited. The proposal failed to secure the requisite majority during the postal ballot process concluded on October 14, 2026.

The voting results, declared on October 15, 2026, showed that 74.55% of the total valid votes cast were in favour, while 25.45% were against. For a special resolution under the Companies Act, 2013, a minimum of 75% of votes cast must be in favour. Consequently, the application filed with SEBI for the extension lacks shareholder consent.

Voting Breakdown and Participation

A total of 99 shareholders participated in the remote e-voting process out of 1,265 shareholders on record. The participation included 18 promoters and promoter group members and 81 public shareholders. The scrutiny report was submitted by Deepak Bansal & Associates, Company Secretaries.

Note: Promoter voting rights were restricted to 39.41% of their holding due to SEBI order dated June 4, 2013, regarding minimum public shareholding non-compliance.

What the Numbers Show

The divergence between promoter and public sentiment highlights a critical dependency on institutional or large public support which was absent. While public shareholders overwhelmingly supported the extension with 92.86% voting in favour, their total vote count (282,870 shares) was significantly lower than the restricted promoter block (1,493,979 shares).

The failure stems from the promoter group's internal split or lack of unified support within their allowed voting capacity. Despite public backing, the promoters' weighted votes contributed only 71.08% in favour within their category. Since promoters held the majority of the effective voting power (approx. 84% of total valid votes), their inability to achieve near-unanimous support within their own group directly caused the resolution to fail the 75% threshold required for special resolutions.

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.