U. P. HOTELS LIMITED

Key Resolution Details

Special Business Item No. 1: In-Principle Approval for supporting the Application filed with SEBI for Extension of time for Voluntary Delisting of the Equity Shares of the Company from BSE Limited.

Resolution Type: Special Resolution to be passed through Postal Ballot via remote e-voting process

Voting Timeline:

  • Remote e-voting commences: Wednesday, June 03, 2026, at 9:30 AM IST
  • Remote e-voting ends: Thursday, July 02, 2026, at 5:00 PM IST
  • Results declaration: On or before Monday, July 06, 2026, before 5:00 PM IST

Cut-off Date for Voting Rights: Friday, May 29, 2026

Historical Background

  • Received initial public announcement from promoters Mr. Apurv Kumar and Mr. Anoop Kumar on 15.07.2025 expressing intention to voluntarily delist equity shares
  • Board approved and recommended voluntary delisting in meeting held on 27.07.2025
  • Previous Extra-ordinary General Meeting conducted through Postal Ballot process from August 6, 2025, to September 4, 2025
  • Special resolution was disapproved by members as per Scrutinizer's report submitted to BSE on 05.09.2025
  • Company made multiple requests for extension (13.10.2025, 09.12.2025, 07.02.2026) which SEBI declined

Shareholding Pattern

  • Promoters Mr. Apurv Kumar and Mr. Anoop Kumar own 1,21,498 Equity Shares (2.25% of paid-up capital)
  • Promoter/promoter group collectively owns 47,72,960 Equity Shares (88.39% of paid-up capital)
  • Public shareholders hold 6,27,040 equity shares (11.61% of paid-up capital)
  • Company has been in continuous non-compliance with Minimum Public Shareholding requirements under Rule 19A of SCRR since December 2001

Service Providers

  • National Securities Depository Limited (NSDL) engaged for remote e-voting facility
  • Mr. Deepak Bansal (CP No. 7433), Proprietor of Deepak Bansal & Associates, appointed as Scrutinizer

Communication Method

  • Notice sent only through electronic mode to members with registered email addresses
  • Notice available on company website: www.hotelclarks.com
  • No hard copies or physical postal ballot forms being sent

Authorization

Mr. Rupak Gupta (Joint Managing Director, DIN: 00007310) and Mr. Prakash Chandra Prusty (Company Secretary) authorized to make necessary filings and applications to regulatory authorities for the delisting extension process.

Rationale for Delisting

1. To comply with SEBI's directive dated 03.12.2024 regarding minimum public shareholding non-compliance

2. Equity shares are thinly traded, providing exit opportunity to public shareholders

Financial Impact

Financial impact not quantified in the disclosure.