Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015. please find enclosed herewith Secretarial Compliance Report of the Company issued by Deepak Bansal & Associates, Practicing ....
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U.P. Hotels Limited has submitted its Annual Secretarial Compliance Report for FY ended March 31, 2026. The report identifies three key compliance failures: (1) The company failed to maintain Minimum Public Shareholding (MPS) of 25% as required under Regulation 38 of SEBI LODR, with BSE levying cumulative fines of approximately Rs. 74.32 lakhs across multiple quarters from FY 2023-24 to FY 2025-26; (2) The company has not achieved 100% dematerialization of promoter shares, with 126,377 shares (2.34% of promoter holdings) still pending demat as on March 31, 2026 - BSE froze promoter demat accounts in 2023 due to MPS non-compliance; (3) Related Party Transactions from previous years, subject to a legal case pending before Hon'ble NCLT New Delhi, have not been approved by the Audit Committee and Board who deferred their decision awaiting NCLT's adjudication. The company initiated voluntary delisting but could not complete it within SEBI's prescribed timeline (up to December 2, 2025) and has requested BSE to waive the imposed fines.
This is a negative development for shareholders. The company faces significant regulatory non-compliance issues including accumulated fines exceeding Rs. 74 lakhs, frozen promoter share accounts, and an incomplete delisting process. The pending NCLT case on related party transactions adds governance uncertainty. Minority shareholders face liquidity risks if voluntary delisting proceeds.