Substantial investments have been made in clinical social franchising to improve quality of care of private facilities in low- and middle-income countries but concerns have emerged that the benefits fail to reach poorer groups. We assessed the distribution of franchise utilization and content of care by socio-economic status (SES) in three maternal healthcare social franchises in Uganda and India (Uttar Pradesh and Rajasthan). We surveyed 2179 women who had received antenatal care (ANC) and/or delivery services at franchise clinics (in Uttar Pradesh only ANC services were offered). Women were allocated to national (Uganda) or state (India) SES quintiles. Franchise users were concentrated in the higher SES quintiles in all settings. The percent in the top two quintiles was highest in Uganda (over 98% for both ANC and delivery), followed by Rajasthan (62.8% for ANC, 72.1% for delivery) and Uttar Pradesh (48.5% for ANC). The percent of clients in the lowest two quintiles was zero in Uganda, 7.1 and 3.1% for ANC and delivery, respectively, in Rajasthan and 16.3% in Uttar Pradesh. Differences in SES distribution across the programmes may reflect variation in user fees, the average SES of the national/state populations and the range of services covered. We found little variation in content of care by SES. Key factors limiting the ability of such maternal health social franchises to reach poorer groups may include the lack of suitable facilities in the poorest areas, the inability of the poorest women to afford any private sector fees and competition with free or even incentivized public sector services. Moreover, there are tensions between targeting poorer groups, and franchise objectives of improving quality and business performance and enhancing financial sustainability, meaning that middle income and poorer groups are unlikely to be reached in large numbers in the absence of additional subsidies.