In compliance with Regulation 34 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith 65th Annual Report of the company for ....

U. P. HOTELS LIMITED Registered Office & Operations Head Quarters 1101, Surya Kiran Building, 19, K. G. Marg, New Delhi - 110 001 Phone No.: 011-23722596-8, 011-41510325-6 * PAN: AADCS1783J Email : clarkssuryakiran@yahoo.co.in * Web: www.hotelclarks.com CIN: L55101DL1961PLC017307 * GSTIN: 07AADCS1783J3Z2 September 1, 2026 BSE Limited P J Towers, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001, Scrip code: 509960 Sub: Intimation of 65 th AGM, Book Closure, Cut-off date - FY 2025-2026 Dear Sir/Madam, This is to inform you that the 65 th Annual General Meeting (‘AGM’) of the Company will be held on Tuesday, 29th September, 2026 at 2.30 p.m. through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of 65 th Annual General Meeting and 65 th Annual Report of the company for the Financial Year 2025-2026. The Company has fixed Tuesday, 22 nd September, 2026 as the "Cut-Off Date" for determining the eligibility of the members to vote by remote e-voting or e-voting at the Annual General Meeting. The Remote e-Voting period will begin on Saturday, September 26, 2026 at 9:30 A.M. and end on Monday, September 28, 2026 at 05:00 P.M. during which the Shareholders will cast their vote electronically. Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company shall remain closed from Tuesday the 22nd September, 2026 to Tuesday, the 29 th September, 2026 (both days inclusive) for the purpose of Annual General Meeting. This is for your information and record. Thanking you, For U. P. Hotels Limited Prakash Chandra Prusty Head - Legal, Compliance & Company Secretary Encl: as above Clarks Shiraz, Agra * Clarks Avadh, Lucknow * Clarks Amer, Jaipur * Clarks Khajuraho, Khajuraho 65th ANNUAL REPORT 2025-26 U. P. HOTELS LIMITED CLARKS GROUP OF HOTELS BOARD OF DIRECTORS Justice Shri Bisheshwar Prasad Singh (Retd.) Chairman (Appointed by Hon’ble NCLT, New Delhi Non-Executive Independent Director vide Order dated 19.08.2016) Shri Apurv Kumar Joint Managing Director & CFO Shri Rupak Gupta Joint Managing Director & CFO Smt. Supriya Gupta Non-Executive Director Shri Shankar Aggarwal Independent Director Shri Arjun Kumar Non-Executive Director COMPANY SECRETARY HOTELS Shri Prakash Chandra Prusty Hotel Clarks Shiraz, Agra Hotel Clarks Amer, Jaipur BANKERS Hotel Clarks Avadh, Lucknow State Bank of India Hotel Clarks Khajuraho, Khajuraho AXIS Bank Indian Bank HDFC Bank REGISTERED & CORPORATE OFFICE AND OPERATIONS HEADQUARTER IDBI Bank AU Small Finance Bank 1101, Surya Kiran, 19, Kasturba Gandhi Marg, STATUTORY AUDITORS New Delhi-110001. M/s. Satinder Goyal & Co. Chartered Accountants REGISTRAR & TRANSFER AGENTS Skyline Financial Services Private Limited SECRETARIAL AUDITORS D-153/A, Ist Floor, Okhla Industrial Area, Phase I, New Delhi-110 020 Deepak Bansal & Associates Company Secretaries CONTENTS Notice of AGM ............. 01 Boards’ Report ............. 08 Management Discussions & Analysis ............. 25 Corporate Governance Report ............. 26 Secretarial Auditor’s Certificate on Corporate Governance ............. 35 Auditor’s Report ............. 38 Balance Sheet ............. 44 Statement of Profit & Loss ............. 45 Cash Flow Statement ............. 46 Notes on Financial Statements ............. 53 U. P. Hotels Limited | Annual Report 2025-26 U. P. Hotels Limited Registered & Corporate Office and Operation Head Quarter: 1101, Surya Kiran, 19, Kasturba Gandhi Marg, New Delhi – 110001. Tel.: 011 - 23722596-98 Email: Clarkssuryakiran@yahoo.co.in, Website: www.hotelclarks.com CIN: L55101DL1961PLC017307, GSTN: 07AADCS1783J3Z2 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 65th Annual General Meeting of the members of U. P. Hotels Limited will be held on Tuesday the 29th day of September, 2026 at 2.30 p.m. through Video Conferencing (“VC”) or Other Audio Video Means (“OAVM”) to transact the following business: Ordinary Business: 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31st March, 2026 together with the reports of the Board of Directors and the Auditors’ thereon. 2. To appoint a director in place of Mrs. Supriya Gupta (DIN - 00009188), who retires by rotation and being eligible, offers herself for re-appointment. By Order of the Board of Directors For U. P. HOTELS LIMITED Apurv Kumar Date: 13.08.2026 (Joint Managing Director & CFO) Place: New Delhi DIN: 00043538 Registered Office: 1101, Surya Kiran Building, 19, K G Marg, New Delhi – 110001. Notes: 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (‘MCA‘) has vide its General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 8, 2021, Circular No. 3/2022 dated May 5, 2022, Circular No. 11/2022 dated December 28, 2022, Circular No. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated 19.09.2024 and General Circular No. 03/2025 dated 22.09.2025 (collectively referred to as ‘MCA Circulars‘) permitted the holding of the Annual General Meeting (‘AGM‘) through Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (‘Act‘), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations‘) and MCA Circulars, the 65th AGM of the Company is being held through VC/OAVM on Tuesday, 29th September, 2026 at 2.30 p.m. (IST). The deemed venue for the 65th AGM shall be the Registered Office of the Company. 2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE. 3. Corporate members intending to appoint their authorized representative(s) to attend the AGM through VC/OAVM or to vote through remote e-Voting, in terms of Section 113 of the Companies Act, 2013, are requested to send to the company a certified copy of the board resolution authorizing their representative(s) to attend and vote on their behalf at the meeting. 4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote during the AGM. 5. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice. 6. Members may note that the VC/OAVM Facility, provided by NSDL, allows participation of at least 1,000 Members on a first- come-first-served basis as per the MCA Circulars. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Com [Showing first 8,000 characters — download PDF for full document]