In compliance with Regulation 34 of SEBI (LODR) Regulations, 2015, notice of 64th Annual General Meeting of the company for F.Y. 2024-25 is enclosed.
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U.P. Hotels Limited (Clarks Group) will hold its 64th AGM on Tuesday, September 30, 2025 at 2:30 p.m. via video conferencing. Shareholders will consider adoption of FY25 audited financial statements, re-appointment of Mr. Arjun Kumar (Non-Executive Director, son of Jt. MD Apurv Kumar) who retires by rotation, and two special resolutions to revise the remuneration of Joint Managing Directors & CFOs Mr. Apurv Kumar and Mr. Rupak Gupta from Rs. 2.11 crore to Rs. 2.40 crore per annum (Rs. 12.5 lakh monthly salary) effective April 1, 2025 to May 14, 2027. An ordinary resolution seeks appointment of Deepak Bansal & Associates as Secretarial Auditor for 5 years (FY26-FY30) at Rs. 1.30 lakh per annum. Book closure runs September 23-30, 2025 and remote e-voting is open September 27-29, 2025 (cut-off date September 23, 2025). FY25 financials show revenue of Rs. 150.17 crore (vs Rs. 151.76 crore in FY24) and profit before tax of Rs. 39.72 crore.
Shareholders should review the proposed ~14% pay hike for both Joint MDs/CFOs (a special resolution needing higher voting threshold) and the appointment of a new secretarial auditor for a long 5-year term. Net worth grew meaningfully from Rs. 151.64 crore to Rs. 181.44 crore, though revenue and profits dipped slightly — shareholders may want clarity on the company's response to outbound travel and destination wedding losses mentioned in the explanatory statement.