UP Hotels delisting at ₹900: FY26 filings, results

What the latest UP Hotels disclosures indicate

U P Hotels Ltd has filed a cluster of updates on shareholding, board meeting dates, quarterly results, and a proposed voluntary delisting from BSE. The disclosures span the financial year ended March 31, 2026, and multiple reporting periods in FY26, alongside documents linked to the delisting process initiated in July 2025.

A key point from the shareholding-related filing is the promoters’ confirmation that there was no encumbrance or pledge on their shares during the reporting period. Separately, the company has scheduled board meetings to approve unaudited results for the quarter and nine months ended December 31, 2025, and previously for the quarter and half-year ended September 30, 2025.

The delisting track is central to the company’s recent compliance narrative, especially in the context of minimum public shareholding (MPS) issues highlighted in its annual report and audit notes.

Shareholding update: promoters report no pledge or encumbrance

In a disclosure filed under SEBI Regulation 31(4) for the financial year ended March 31, 2026, UP Hotels stated that promoters confirmed there was no encumbrance or pledge on shares during the reporting period. This type of filing is generally used to disclose and periodically reconfirm whether promoter holdings are pledged or otherwise encumbered.

The same broader set of documents also references the company’s promoter and public shareholding split in the context of the delisting proposal. The promoter group holding is stated at 88.39% (47,72,960 shares), with public shareholders holding 11.61% (6,27,040 shares).

Board meeting on Feb 13, 2026 for Q3 and 9M FY26 results

UP Hotels informed BSE that its Board of Directors meeting was scheduled for February 13, 2026 to consider and approve unaudited financial results for:

• Q3 FY26 (quarter ended December 31, 2025), and
• 9M FY26 (nine months ended December 31, 2025).

The company also communicated a trading window closure starting January 1, 2026, with reopening 48 hours after the financial results are declared. Such trading window restrictions are standard under insider trading compliance norms around financial-result events.

Earlier results calendar: Nov 13, 2025 board meeting

For the quarter and half-year ended September 30, 2025, the company had scheduled a board meeting on November 13, 2025 to consider and approve unaudited financial results. The trading window closure was communicated as starting October 15, 2025, reopening 48 hours after the results are made public.

These board meeting intimations, along with subsequent outcomes, are part of routine disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Q1 FY26: profit rebound with higher revenue

For the quarter ended June 30, 2025, UP Hotels reported:

• Revenue from operations: ₹28.8619 crore (₹2,886.19 lakh) versus ₹21.2581 crore (₹2,125.81 lakh) year-on-year
• Total revenue: ₹30.3707 crore (₹3,037.07 lakh) versus ₹22.3350 crore (₹2,233.50 lakh)
• Net profit: ₹3.2570 crore (₹325.70 lakh) versus a net loss of ₹0.7194 crore (₹71.94 lakh)
• EPS: ₹6.03 versus negative ₹1.33

The Board of Directors approved these unaudited results in a meeting held on August 13, 2025. The company also stated it operates solely in the hotel business segment.

Q2 FY26: revenue dips and a net loss

For the quarter ended September 30, 2025, UP Hotels reported:

• Revenue from operations: ₹25.3465 crore (₹2,534.65 lakh) versus ₹27.2457 crore (₹2,724.57 lakh)
• Total revenue: ₹26.9020 crore (₹2,690.20 lakh) versus ₹28.4334 crore (₹2,843.34 lakh)
• Net loss: ₹1.9869 crore (₹198.69 lakh) versus net profit of ₹1.1821 crore (₹118.21 lakh)
• Total expenses: ₹29.5571 crore (₹2,955.71 lakh)
• Employee benefits expense: ₹9.0497 crore (₹904.97 lakh)
• EPS: negative ₹3.68 versus positive ₹2.19

For the half-year period referenced in the same update, the company reported net profit of ₹1.2701 crore (₹127.01 lakh) compared with ₹0.4641 crore (₹46.41 lakh) in the corresponding period last year.

The board also noted disputes between promoters during the period, while management stated it did not believe these had a material financial impact on the results.

Delisting proposal: board approval and ₹900 floor price

UP Hotels’ board approved a voluntary delisting proposal from BSE Limited, after promoters Mr. Apurv Kumar and Mr. Anoop Kumar initiated the process. The company disclosed an indicative price of ₹900 per share, which it also described as the floor price.

Three valuation reports were obtained, as stated in the postal ballot disclosure:

• ₹809 per share (chartered accountant)
• ₹870 per share (chartered accountant)
• ₹805 per share (registered valuer)

The ₹900 floor price was described as being set as the highest among the valuations and the indicative price communicated by the acquirers. The company appointed Srujan Alpha Capital Advisors LLP as manager to the delisting offer and named Mr. Deepak Bansal as scrutinizer for the postal ballot process.

Postal ballot process and voting conditions

The company issued a postal ballot notice seeking shareholder approval for the voluntary delisting. The e-voting window was stated as August 6, 2025 to September 4, 2025, and August 1, 2025 was set as the cut-off date to determine eligibility to vote.

The approval condition disclosed includes a special resolution requirement where votes cast by public shareholders in favour must be at least two times votes cast against. The company also cited thin trading and an exit opportunity for public shareholders as part of the stated rationale in the delisting communication.

Compliance context: minimum public shareholding and exchange fines

UP Hotels’ annual report and audit-related notes referenced long-standing non-compliance with Regulation 38 of SEBI LODR on minimum public shareholding. The audit notes also referenced non-compliance with Regulation 31(2) relating to 100% dematerialisation of promoter shareholding.

The documents state that BSE initiated penal action and imposed fines of ₹31.15 lakh (including GST) in FY 2023-24 and ₹43.07 lakh (including GST) during the current financial year mentioned in the report. The disclosures also state SEBI granted relaxations for the specific purpose of enabling the company to seek voluntary delisting, subject to conditions including completing the process within one year from SEBI’s letter dated December 3, 2024.

Market snapshot: recent price movement cited

The material provided also included a price snapshot showing UP Hotels’ share price moved down 3.73% from the previous close of ₹1,797.15 to a last traded price of ₹1,730.00.

Key facts table

Why this set of disclosures matters

Taken together, the filings show a company managing two parallel tracks: periodic financial reporting and a compliance-driven delisting process. The pledge-free promoter confirmation under Regulation 31(4) reduces one common financing-related overhang for investors tracking promoter risk, at least for the period covered.

At the same time, quarterly performance has been mixed, with a strong profit rebound in Q1 FY26 followed by a net loss in Q2 FY26. The delisting process, including the postal ballot and the ₹900 floor price framework built on multiple valuations, is positioned as a route to address long-running MPS compliance issues that have also resulted in exchange fines.

Conclusion

UP Hotels’ recent BSE disclosures combine a no-encumbrance promoter confirmation for FY ended March 31, 2026, scheduled board review of Q3 and nine-month results on February 13, 2026, and ongoing steps toward voluntary delisting at a ₹900 floor price. The next key confirmed milestone from the filings is the board consideration and approval of unaudited results for the period ended December 31, 2025, after which the trading window is scheduled to reopen 48 hours later.