U P Hotels is a small, standalone owner-operator of five-star hotels in India, running its properties under the “Clarks” brand since 1962. The company has spent the last decade trying to voluntarily delist from the Bombay Stock Exchange, a process repeatedly stalled by promoter disputes, court orders, and failed shareholder votes, even as its core business remains serving leisure, corporate, and MICE (Meetings, Incentives, Conferences and Exhibitions) travellers across a handful of historic tourist cities. The recurring approach is simple: own the real estate, run the hotel, and sell rooms, food, and event space - a model that has not changed even as the company’s corporate structure remains in limbo. # Business segments A single business - owning and operating upscale hotels - with revenue from rooms, food and beverage, and events, all under one brand. ## 1. Hotel operations: a portfolio of owned five-star properties **The company makes money by selling rooms, meals, and event space in hotels it owns outright, located in India’s most-visited tourist cities.** - **Four landmark properties** - the portfolio has historically consisted of four hotels with a combined 643 rooms: Hotel Clarks Shiraz in Agra, Hotel Clarks Amer in Jaipur, Hotel Clarks Avadh in Lucknow, and Hotel Clarks Khajuraho in Khajuraho, placing the company directly in cities that draw both domestic and international tourists. - **Three revenue streams under one roof** - income comes from room bookings, food and beverage sales, and hosting events such as weddings and MICE gatherings, with performance measured by occupancy rate, Average Room Rate (ARR), and Revenue Per Available Room (RevPAR). - **The real estate is the moat** - the company owns the freehold land, buildings, and all operating equipment, from electrical installations to furniture and vehicles, meaning it controls the asset base without relying on leases or third-party property owners. - **Cost control on the ground** - the hotels manage their own energy use through LED lighting, heat pumps for hot water, electric steam generators in laundries, and an organic waste converter handling 300 kg of wet garbage daily, with a composting machine added at the Lucknow unit. - **A franchise layer inside the hotel** - at the Jaipur and Lucknow properties, the company hosts a “Zolocrust” restaurant under a long-term franchise agreement with a partnership firm owned by the son of a Joint Managing Director, paying a franchise fee of 10% of that restaurant’s net annual sales. # Group structure and partners **A tightly held public company with no subsidiaries, no joint ventures, and a decade-long struggle to go private.** - **Promoters hold nearly nine-tenths of the shares** - the promoter and promoter group collectively own 88.39% of the equity, leaving public shareholders with just 11.61%, a concentration that has existed since at least 2001 and triggered continuous non-compliance with minimum public shareholding rules. - **Trading has been suspended since 2015** - the shares were suspended from trading on BSE in September 2015 due to the shareholding violation and promoter disputes, and even before that, annual trading turnover never crossed 10% of total outstanding shares. - **Delisting attempts keep failing** - a board resolution to delist was first passed in 2013 but blocked by a civil court order; a 2022 offer at Rs. 154 per share failed because promoters could not buy enough public shares, and a 2026 request for more time from the regulator was voted down by shareholders. - **No holding company, no subsidiaries** - the company is a standalone entity with no associate companies or joint ventures, and its shares are listed solely on BSE, with Skyline Financial Services acting as its registrar and share transfer agent. - **Related-party transactions under legal scrutiny** - certain past transactions with related parties have not been approved by the Board or Audit Committee and are subject to litigation before the National Company Law Tribunal in New Delhi.