Event Details

65th Annual General Meeting: To be held on Tuesday, September 29, 2026 at 2:30 PM through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

Cut-off Date: Tuesday, September 22, 2026 for determining eligibility of members to vote.

Remote e-Voting Period: Begins Saturday, September 26, 2026 at 9:30 AM and ends Monday, September 28, 2026 at 5:00 PM.

Book Closure: Register of Members and Share Transfer Books shall remain closed from Tuesday, September 22, 2026 to Tuesday, September 29, 2026 (both days inclusive).

Business to be Transacted

Ordinary Business:

1. To receive, consider and adopt the audited financial statements for FY 2025-26 together with reports of Board of Directors and Auditors

2. To appoint a director in place of Mrs. Supriya Gupta (DIN 00009188) who retires by rotation

Financial Performance (FY 2025-26)

Key Financial Figures (₹ in lakhs):

  • Revenue from Operations: 16,176.39 (Previous Year: 15,290.87)
  • Other Income: 685.22 (Previous Year: 626.24)
  • Total Expenditure: 12,541.74 (Previous Year: 11,945.43)
  • Depreciation: 622.25 (Previous Year: 866.72)
  • Profit Before Tax: 4,319.87 (Previous Year: 3,971.68)
  • Tax Expense: 1,096.07 (Previous Year: 998.37)
  • Profit After Tax: 3,223.80 (Previous Year: 2,973.31)
  • Other Comprehensive Income: (43.23) (Previous Year: 7.18)
  • Total Comprehensive Income: 3,180.57 (Previous Year: 2,980.49)
  • Earnings Per Share (Basic & Diluted): ₹59.70 (Previous Year: ₹55.06)

Operational Highlights:

  • Revenue increased by ₹885.52 lakh (5.79%)
  • Profit before tax increased by ₹348.19 lakh
  • Profit after tax increased by ₹250.49 lakh
  • Rooms sold decreased by 6.42%
  • Occupancy dropped by 3.64%
  • Average Room Rate increased by 7.50%
  • RevPAR decreased by 3%

Dividend and Reserves

Dividend: No dividend recommended for FY 2025-26

General Reserves: No amount transferred to General Reserves during the year

Directors and Key Managerial Personnel

Joint Managing Directors & CFOs: Mr. Apurv Kumar and Mr. Rupak Gupta

Company Secretary: Mr. Prakash Chandra Prusty

Directors Retiring by Rotation: Mrs. Supriya Gupta (offering herself for re-appointment)

Independent Directors: Justice Shri Bisheshwar Prasad Singh (Retd.) and Shri Shankar Aggarwal

Regulatory Compliance Issues

Minimum Public Shareholding (MPS) Non-Compliance:

  • Company has not complied with Regulation 38 of SEBI LODR Regulations 2015
  • SEBI orders dated June 4, 2013 and December 2, 2014 restricted promoter dealings
  • BSE has levied cumulative penalties of ₹95.70 lakh (including GST) up to March 31, 2026
  • SEBI granted relaxation for voluntary delisting via letter dated December 3, 2024
  • Delisting process could not be completed within stipulated one-year period (expired December 2, 2025)
  • Special resolution for delisting not passed by shareholders

Dematerialization Non-Compliance:

  • Company has not achieved 100% dematerialization of promoters' shareholding
  • As of March 31, 2026, 126,377 shares (2.34% of promoter shares) pending dematerialization
  • BSE frozen demat accounts of all promoters and promoter groups in 2023 due to MPS non-compliance

Related Party Transactions Issues:

  • Certain RPTs from previous years could not be approved by Audit Committee and Board
  • Matters part of legal case pending before NCLT, New Delhi
  • Board deferred decision on approving these RPTs pending final NCLT decision
  • These RPTs not entered in Register maintained under Section 189 of Companies Act, 2013

Auditors and Reports

Statutory Auditors: M/s. Satinder Goyal & Co., Chartered Accountants (Firm Registration No. 027334N)

  • Re-appointed for second term of five years from 61st AGM (2022) to 66th AGM (2027)
  • Issued qualified opinion citing three main qualifications:

1. Non-compliance of Minimum Public Shareholding

2. Non-achievement of 100% dematerialization of promoters' shareholding

3. Non-compliance with related party transaction approval requirements

Secretarial Auditors: Deepak Bansal & Associates, Company Secretaries

  • Appointed for five years from FY 2025-26 to FY 2029-30
  • Report contains qualifications on same three compliance issues as statutory auditors

Corporate Governance

Board Meetings: Five meetings held during FY 2025-26

Board Composition: Five directors (two executive, one non-executive, two independent)

Committee Structure:

  • Audit Committee: Justice Mr. B.P. Singh (Chairman), Mr. Shankar Aggarwal, Mr. Arjun Kumar
  • Nomination and Remuneration Committee: Mr. Shankar Aggarwal (Chairman), Justice Mr. B.P. Singh, Mrs. Supriya Gupta
  • Stakeholders Relationship Committee: Mr. Shankar Aggarwal (Chairman), Mr. Arjun Kumar, Mrs. Supriya Gupta
  • CSR Committee: Mr. Shankar Aggarwal (Chairman), Mrs. Supriya Gupta, Mr. Arjun Kumar

Remuneration Details:

  • Mr. Apurv Kumar: ₹240 lakh (Previous Year: ₹211.44 lakh)
  • Mr. Rupak Gupta: ₹219.18 lakh (Previous Year: ₹211.44 lakh)
  • Mr. Prakash Chandra Prusty: ₹29.60 lakh (Previous Year: ₹27.17 lakh)

CSR Activities

CSR Expenditure: ₹76.00 lakh against obligation of ₹75.89 lakh

Projects Supported:

  • Saving injured and stray animals, birds and reptiles: ₹75.00 lakh (Help in Sufferings)
  • Helps disabled with artificial limbs: ₹1.00 lakh (Shree Bhagwan Mahaveer Viklang Sahayata Samiti)

Legal Proceedings

NCLT Matter: Petition filed by Mr. Rupak Gupta against the Company and others under Sections 397/398 of Companies Act, 1956 for oppression and mismanagement - pending adjudication

Civil Suit: Regular Suit No. 1574 of 2012 before Civil Court at Lucknow titled Birendra Kumar & Ors. Vs. Sushil Kumar & Ors. - pending adjudication

GST Appeals: Various appeals pending with Commissioner Appeals involving disputed amounts of ₹459.17 lakh

Shareholding Pattern (as of March 31, 2026)

Total Paid-up Capital: ₹540.00 lakh (54,00,000 equity shares of ₹10 each)

Promoter Holding: 47,72,960 shares (88.39%)

Public Holding: 6,27,040 shares (11.61%)

Dematerialized Shares: 52,55,157 shares (97.32%)

Physical Shares: 1,44,843 shares (2.68%)

Properties and Operations

Hotels Operated:

1. Hotel Clarks Shiraz, Agra

2. Hotel Clarks Amer, Jaipur

3. Hotel Clarks Avadh, Lucknow

4. Hotel Clarks Khajuraho, Khajuraho

Total Rooms: 643 rooms under 'Clarks' brand

Bankers

State Bank of India, AXIS Bank, Indian Bank, HDFC Bank, IDBI Bank, AU Small Finance Bank

Registrar & Transfer Agents

Skyline Financial Services Private Limited, Delhi