Upadhyay (4/75) wrecked a formidable Karnataka top-order before fellow pacer Ranjitkumar Mali (2/43) did his bit to give the home team advantage going into day two.
The major contributions to Karnataka's innings came at the top from opener Robin Uthappa (40 runs off 56) and number three Kunal Kapoor (53 off 110).
Most of the batsmen were guilty of not converting their starts after Karnataka captain Vinay Kumar took a bold decision to bat on a challenging surface. Early morning dew and poor light are usual in Delhi during this time of the year, and it was the lack of visibility that delayed the start of the match by one hour 15 minutes at the Karnail Singh Stadium.
Uthappa and Kapoor carried Karnataka into lunch at 53 for one in 17 overs. Uthappa was his usual attacking self, finding six boundaries in his quick-fire knock. However, one of India's World Cup probables could only last three balls after lunch with Upadhayay getting him caught at second slip. Uthappa was dropped on 37 before the break.
His dismissal brought the stylish Manish Pandey (18 off 19) to the crease. He seemed to be in a hurry and smashed three fours and a six before mistiming another hit to be caught at mid-off. Mali did not have to wait long for his second wicket as he trapped Karun Nair in front of the stumps, leaving Karnataka at 100 for four. By tea, the visitors were reeling at 165 for six in 53 overs.