Your Directors are pleased to present the 64th Annual Report of the Company for the financial year ended March 31,2025.

Financials

(Rs. in lakh)

Operations & State of Company’s Affairs

Revenue from operations (net) has increased by Rs.640.25 lakh (4.37%) from Rs.14650.59 lakh (previous year) to Rs.15290.87 lakh in
current year. The profit before tax was Rs.3971.68 lakh in the current year against profit before tax of Rs. 4229.95 lakh in previous year
The profit after tax for the year (before other comprehensive income) was Rs.2973 31 lakh in the current year against profit of Rs 3181.62
lakh in the previous year. The Total Comprehensive Income was Rs.2980.49 lakh in the current year against income of Rs 3178.50 lakh
in the previous year.

The details on operations & state of affairs of the Company have been given in the report under Management Discussion & Analysis'.
Dividend

No dividend has been recommended by the Board for the financial year ended 31st March, 2025.

Transfer to General Reserves

During the financial year, the Company has not transferred any amount out of the profits of the Company to the General Reserves.
Directors and Key Managerial Personnel

Mr. Apurv Kumar and Mr. Rupak Gupta are the Joint Managing Directors and Chief Financial Officers of the company during the year under
review. Mr. Prakash Chandra Prusty is Company Secretary of the Company Mr. Apurv Kumar, Mr Rupak Gupta and Mr. Prakash Chandra
Prusty are the Key Managerial Personnel of the Company,

The Company has appointed Mr Arjun Kumar a Non-Executive Non-Independent Director of the Company with effect from May 15, 2024,
Mr.Arjun Kumar will retire by rotation at the ensuing Annual General Meeting, being eligible, offers himself for re-appointment at the ensuing
Annual General Meeting. The Board has recommended for fixation of remuneration of Mr. Apurv Kumar and Mr. Rupak Gupta both Joint
Managing Directors and Chief Financial Officers of the company at the ensuing Annual General Meeting.

Mr. Bisheshwar Prasad Singh and Mr. Shankar Aggarwal were the Independent Directors of the Company during the financial year 2024¬
25. The company has received necessary declarations form the Independent Directors under section 149(7) of the Companies Act, 2013
that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of Listing
Regulations, 2015 and compliance with the Code for Independent Directors prescribed in Schedule IV to the Act. In terms of Regulations
25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence. One separate meeting of the Independent Directors pursuant to Section 149(8) and Schedule
IV of the Companies Act, 2013 was held during the year.

The Company has put in place an induction and familiarization program for all its Directors including the Independent Directors. The
familiarization program for Independent Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is uploaded on the
website of the Company atwww.hotelclarks.com.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, state that:

a in the preparation ofthe annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards
have been followed and there were no material departures;

b they have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe company at the end ofthe financial year
and of the profit and loss of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

d they have prepared the annual accounts on a going concern basis; and

e they have laid down internal financial controls for the company, which are adequate and are operating effectively,

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are

adequate and operating effectively.

Voluntary Delisting of Equity Shares from BSE Limited

Due to non-compliance of Regulation 38 of listing Regulations, Securities & Exchange Board of India (SEBI) vide its order dated 04.06.2013
and 02.12.2014 inter alia directed freezing of voting rights and corporate benefits with respect to excess of proportionate promoter/promoter
group shareholding and other directions against the promoter shareholders and directors. The Company had filed an application with
Securities and Exchange Board of India for relaxation of its order to enable the promoters to consider voluntary delisting of shares as an
option for compliances. SEBI vide its letter dated 03.12.2024 granted the company, certain relaxations for the specific purpose of seeking
voluntary delisting of equity shares of the company. Further, certain directions are also issued for the specific purpose of seeking voluntary
delisting of equity shares of the Company. Additionally, the relaxations have been granted and directions are issued subject to certain
conditions namely that the Company is in compliance with provisions of all other applicable laws and that the Company shall complete the
process of voluntary delisting within a period of one year from the date of the said SEBI letter. The Acquirer has appointed the Merchant
Banker as Manager to manage the voluntary delisting process. The Acquirer filed Initial Public Announcement with BSE Limited on 15th July
2025. As on date of this report, the company is conducting Postal ballot process for receiving decision of shareholders on Voluntary Delisting
proposal of the acquirer.

Internal Financial Controls

As per Section 134(5)(e) of the Companies Act 2013, Internal Financial Control (IFC) means the policies and procedures adopted by the
company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely reparation
of reliable financial information.

The Company has a systematic process and well-defined roles and responsibilities for people at different hierarchical levels. The Internal
Financial Control (IFC) system of company comprises due compliances of company's policies and Standard Operating Procedures (SOPs)
and internal audit checks The Audit Committee discusses with the members of the management, considers the systems as laid down, meets
with internal auditors & statutory auditors to ascertain their views and also takes note of the Internal Audit Reports at appropriate intervals and
issue advises to the management auditors for better control, timely compliances, etc.

Statutory Audit

The shareholders of the company in their 61st Annual General Meeting held on 26th September 2022, re-appointed statutory auditors of the
Company, M/s Satinder Goyal & Co., Chartered Accountants, (Firm Registration NO.027334N) for a second term of five consecutive years,
from the conclusion of the 61st Annual General Meeting held in the year 2022 till the conclusion of the 66th Annual General Meeting to be
held in the year 2027. M/s Satinder Goyal & Co., Chartered Accountants, have confirmed that they are not disqualified from continuing as
the auditors of the Company.

The Auditors have submitted their Report on the financial statements of the Company for the year ended 31st March, 2025. The Auditors’
qualifications on non-compliances on various provisions of the Companies Act, 2013, Listing Regulations and other lav/s applicable to the
Company are given in Auditors' Report. The clarifications of the Board on the said qualifications are in the Annexure 1 attached to this
Report.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company had appointed Mr. Deepak Bansal of Deepak Bansal & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2025 The Secretarial Audit Report is annexed
as Annexure 2. The Secretarial Audit Report contains qualifications on non-compliances under the provisions of the Companies Act, 2013
and Listing Regulations. The Board has submitted its replies on the qualifications in the Annexure 1 attached to this Report.

Pursuant to Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, based on recommendation of
the Audit Committee, the Board at its meeting held on August 13, 2025, has approved the appointment of Deepak Bansal & Associates,
Practising Company Secretaries, a peer reviewed firm (UIN: S2007UP759100, C.P. No. 7433) as Secretarial Auditors of the Company for
a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing Annual
general Meeting.

Secretarial Standards

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India
Particulars of Loans, Guarantees and Investments

During the financial year under review, the company has not granted any loans and advances to related parties. The investments made by
the company are given in the Note No. 8 to the Financial Statements.

Financial Performance/Financial Position of Subsidiaries / Associate Companies / Joint Ventures

There is no Subsidiary Companies/Associate Compames/Joint venture assodated with the Company.

Change in the Nature of Business:

No changes occurred in the nature of business during the financial year under review.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to
the provisions of the Companies Act and SEBI Listing Regulations The Board evaluated its own performance and that of its Committees and
individual directors based on assessment of a structured questionnaire (covering various aspects of the Board's functioning, board culture,
effective participation, contribution to the Board proceedings, etc.) furnished by each director / member-director of various committees in
respect of their self-assessment as well as the assessment of the Board/Commrttees followed by the discussions with the directors/ members
of the Committees. The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director. The
process of review of Non-Independent Directors, Chairman and the Board as a whole and also its Committees were undertaken in a separate
meeting of Independent Directors. The Independent Directors' meeting also assessed the quality, quantity and timeliness of information
required for the Board to perform its duties properly.

Policy on Directors'Appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board members including criteria
for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, Key Managerial
Personnel and other employees is given in Annexure 3 and also uploaded in the website of the Company atwww.hoteldarks.com and its
web-link is httos://www hotelclarks.com/code-of-conduct-oolicies/code-of-conduct-oolicies.html.

Material changes and Commitments affecting the financial position of the company

There were no material changes and commitments, if any. affecting the financial position of the company which have occurred between the
end of the financial year of the company to which the financial statements relate and the date of the report.

Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo

Your company monitors the systems and methods devised in the context of energy conservation on an ongoing basis. The details, as per
section 134(3)(m) of the Companies Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014, have been specified in Annexure 4.

Whistle Blower Policy/Vigil Mechanism

In line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, your company has adopted a
policy on Vigil Mechanism / Whistle Blower Policy which provides the Directors and employees of the company to report actual or suspected
fraud or violation of your Company's Code of Conduct. The policy provides for adequate safeguards against victimization of directors and
employees availing this mechanism and also provides them access to the Chairman of Audit Committee of the Company. The Whistle Blower
Policy/Vigil Mechanism is available at company’s website atwww.hotelclarks.com and its web-link is https://wwwhotelclarks.com/code-of-
conduct-policies/code-of-condu ct-policies.html.

Meetings of the Board

Five meetings of the Board were held during the year under review. For further details, please refer to Corporate Governance Report being
part of this report.

Audit Committee

The Audit Committee of the Company during the period under review comprised of Justice Mr. B. P. Singh (Retd ) - Chairman, Mr Arjun
Kumar and Mr Shankar Aggarwal as members. The details role & responsibilities, number of meeting, etc, of the Audit Committee are
provided in the Report on Corporate Governance being part of this report.

Nomination & Remuneration Committee, Stakeholders’ Relationship Committee

The details on composition, meetings, etc. of Nomination & Remuneration Committee and Stakeholders’ Relationship Committee have been
given in Corporate Governance Report, being part of this report.

Corporate Social Responsibility

The details on the composition, role & responsibilities of the Corporate Social Responsibility (CSR) Committee are provided in the Report
on Corporate Governance being part of this report The brief outline of the CSR Policy of your Company and the initiatives undertaken by
your Company on CSR activities during the year are set out in the Annual Report on CSR activities marked as Annexure 5 of this report
The details on CSR Funds, activities and expenditure are given in Annexure 5. The CSR policy is available on the website of the Company
www.hotelclarks.com.

Particulars of Employees and Related Disclosures

The table containing the names and other Particulars of employees of the Company in accordance with the provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is
appended as Annexure 6 of the Board's report

The Company did not employ any such person whose particulars are required to be given under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended from time to time

Risk Management

Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and effective
manner. In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations, competition, business risk, technology obsolescence, investments,
retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk legal risk.

The company has formulated a Policy on Risk Management for identification, evaluation, monitoring and minimization of identifiable risks
and to ensure business growth with financial stability of the Company The Audit Committee discusses on these matters and issue necessary
guidance.

Contracts and Arrangements with Related Parties

The related party transactions have been mentioned at the Notes No 31 and 41(c) of the Notes on Financial Statements. Some of the
Related Party Transactions (“RPT") entered into by the company during the previous years and which are continuing in the current financial
year could not be approved by the Audit Committee and Board of Directors, being part of a legal matter pending before the Hon'ble National
Company Law Tribunal (NCLT) for adjudication. The Board of directors in its meeting on 20.08.2017 decided to defer the matter of RPTs
till the final decision of the NCLT. Hence, the disclosures of particulars of contracts/arrangements entered into by the company with related
parties & being part of the pending legal case have not been disclosed in the Form prescribed under the Act The particulars of related party
transaction approved by Audit Committee and Board of Directors during the year under review has been disclosed in the prescribed Form
attached herewith as Annexure 7.

Annual Return

The annual return in Form MGT-7 as per Sec-92(3) and Rule-11(1) of the Companies (Management and Administration) Rules, 2014 of the
Company is placed on the website of the company and is available at the web-link https://www.hotelclarks.com/annual-return/annual-return,
html.

Management Discussion & Analysis and Corporate Governance

The Reports on the Management Discussion & Analysis and Corporate Governance as required under Listing Regulations form an integral
part of this report and are set out in Annexure 8 and 9 respectively to this Annual Report

A certificate from the Company Secretary in Practice, certifying compliance of conditions of Corporate Governance as stipulated in the Listing
Regulations, is annexed with the report on Corporate Governance.

The Company has received a certificate from a Company Secretary in Practice certifying to the Board that none of the directors on the Board
of Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBl/
Ministry of Corporate Affairs or any other statutory authority as required.

Prevention of Sexual Harassment

The Company has adopted a policy on prevention of sexual harassment under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder Internal Committee have been constituted in accordance with the
provisions of the said Act to redress complaints During the year, no case of sexual harassment was reported by any female

Other Disclosures

i. There was no change in Authorised Share Capital of the company during the year under review.

ii. The Company has not accepted any deposits during the Financial Year under review

iii. The Company has not bought back any of its securities during the year under review.

iv. The Company has not issued any Sweat Equity Shares during the year under review.

v. No Bonus Shares were issued during the year under review.

vi. The Company has not provided any Stock Option Scheme to the employees during the year under review,

vii The company did not issue equity shares with differential rights as to dividend, voting or otherwise.

viii. The Auditors have not reported any fraud during the year under review;

ix. As the company has no holding or subsidiary company, the information relating to receiving remuneration or commission from
holding company or subsidiary company by the Jt. Managing Directors has not arisen.

x. No significant and material orders were passed by the regulators during the period under review.

xi. The Company has paid Annual Listing fee to BSE Limited for the Financial Year 2024-25.

xii. There are no unclaimed/unpaid dividends for transfer to IEPF.

Acknowledgement

The Board expresses its sincere appreciation to bankers, business associates, consultants, and various Government Authorities for their
continued support extended to your company during the year under review. Your Directors also acknowledge gratefully the shareholders for
their support and confidence reposed on your Company.

For and on behalf of Board
of U. P. Hotels Limited

Bisheshwar Prasad Singh Apurv Kumar Rupak Gupta

(Non-Executive Chairman- (Jt. Managing Director & (Jt. Managing Director &

Independent Director) CFO) CFO)

DIN: 06949954 DIN: 00043538 DIN: 00007310

ADD: A-7, ADD: 28 Shree Vihar ADD: 35-A, Friends

Neeti Bagh Colony, Near Hotel Colony, (East)

New Delhi-110049 Clarks Amer, J L Nehru New Delhi-110065

Marg, Jaipur- 302018

Date: 13.08.2025
Place: New Delhi