U.P. Hotels SEBI Delisting Process Update Disclosure

SEBI Whole Time Member passed Ex-Parte Ad-Interim Order dated 04.06.2013 for non-compliance of Minimum Public Shareholding (MPS) requirements
Confirmatory Order passed by SEBI on 02.12.2014
Company filed appeal with Securities Appellate Tribunal (SAT), which directed on 11.11.2016 to make application to SEBI seeking permission to delist
Company applied to SEBI on 27.03.2017 seeking modification of SEBI Orders to allow voluntary delisting

SEBI granted relaxation from applicability of Regulation 8(1B)(i) of Delisting Regulations 2009
Condition: Delisting offer successful only if promoters acquire at least 60% of existing public shareholding of 11.61% (approximately 6.97% of total shareholding)
Company received In-principle Approval from BSE on 08.03.2022 for delisting

Book size: 6,27,040 shares
Floor price: ₹154 per share
Discovered price: ₹900 per share
Total valid shares received: 1,63,460 Equity Shares (3.03% of total shareholdings)
Result: Delisting process unsuccessful as received shares were below required 6.97% target
BSE intimated about outcome on 25.03.2022

BSE initiated levying fine on quarterly basis for MPS non-compliance with effect from 16.11.2023
Company filed application dated 08.12.2023 to SEBI under Regulation 42 of Delisting Regulations 2021 requesting:
Relaxation from strict enforcement of Regulation 38 of LODR (MPS Requirements)
Allow acquirers to reach 90% total issued shares post-offer
Modify directions of Interim and Confirmatory Orders
Direct BSE to defreeze Demat accounts of Promoters/Promoter Groups
Grant relaxation from 100% dematerialization requirement for promoters
Other necessary exemptions

Granted specific relaxations for voluntary delisting purpose subject to conditions
Relaxation from requirement to acquire 6.97% shares (now only need to reach 90% total shareholding)
Relaxation from MPS compliance requirements
Modified prohibition on promoters/directors from buying/selling to allow purchase during delisting process

15.07.2025: Received letter from Apurv Kumar and Anoop Kumar (Promoter Group) expressing intention to delist
15.07.2025: Srujan Alpha Capital Advisors LLP (Merchant Banker) issued Initial Public Announcement under SEBI Delisting Regulations
18.07.2025: Intimated Stock Exchange about Board Meeting scheduled on 27.07.2025 to consider delisting proposal
Various communications submitted to BSE regarding postal ballot process, newspaper publication, and voting results

Company requested SEBI for extension of time for delisting compliance via letters dated 13.10.2025, 09.12.2025, and 07.02.2026
SEBI denied extension requests via letters dated 09.12.2025, 02.02.2026, and 24.04.2026
Company filed another application dated 04.05.2026 requesting extension and intimated would seek shareholder approval
28.05.2026: Intimated Stock Exchange about postal ballot process for shareholder approval

BSE levying quarterly fines for MPS non-compliance since November 2023
Public shareholding remains at 11.61% as against required 25%
Delisting process would provide exit opportunity to public shareholders at discovered price mechanism
Company owns 4 five-star hotels located at Jaipur, Khajuraho, Lucknow, and Agra

Company remains committed to regulatory compliance and continues to pursue voluntary delisting process with SEBI approvals and shareholder consent.