BSEOthers2 Sept 2026 · 2 Sept 2026, 03:31 pm
Pursuant to regulation 34(1) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report ....
Hilltone Software and Gases Ltd · 544308
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Hilltone Software and Gases Ltd has submitted its Annual Report for the Financial Year 2025-26, along with the Notice of 33rd Annual General Meeting, which will be held on September 25, 2026, through video conferencing.
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Hilltone Software and Gases Ltd - 544308 - Reg. 34 (1) Annual Report.
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Date: 02/09/2026
General Manager
BSE Limited,
P.J. Tower, Dalal Street,
Fort, Mumbai 400 001
Script Code: 544308 (BSE)
Subject: Submission of Annual Report for the Financial Year 2025-26
Dear Sir/Madam,
Pursuant to regulation 34(1) of The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the
Company along with the Notice of 33rd Annual General Meeting (“AGM”) for the Financial Year
ended on March 31, 2026, which is being sent to the members through electronic means as per the
circulars from Ministry of Corporate Affairs and the Securities and Exchange Board of India.
Important details with regard to AGM are as under:
Particulars Details
1. AGM Details Day: Friday
Date: 25th September, 2026
Time: 03:00 p.m. (IST) Through Video
Conference / Other Audio-Visual Means
2. Cut-off date to determine list of members Friday, 28th August, 2026
entitled to receive Annual Report and Notice
of AGM
3. Cut-off date to determine list of members Friday, 16th September, 2026
entitled for e-voting
4. Remote e-voting start time, day and date Monday, 21st September, 2026
5. Remote e-voting end time, day and date Thursday, 24th September, 2026
6. Book Closure Thursday, 17th September, 2026 to Friday,
25th September, 2026 (both days inclusive)
The link to view the Notice of AGM and Annual Report is as under:
https://hilltonegases.com/wp-content/uploads/2026/09/HSGL_ANNUAL-REPORT-2025-26-1.pdf.
Kindly take the same on your record and oblige us.
Thanking you,
Yours faithfully
For HILLTONE SOFTWARE AND GASES LIMITED
HINISHA PATEL
COMPANY SECRETARY AND COMPLIANCE OFFICER
HILLTONE SOFTWARE & GASES LIMITED
CORPORATE INFORMATION
BOARD OF DIRECTORS
NAME OF DIRECTOR DIN DESIGNATION REMARKS
Niketbhai Mahendrabhai Shah 00278968 Managing Director NA
Hitalbhai Mahendrabhai Shah 00279026 Whole-Time Director NA
07126594 Non-Executive and NA
Sapnaben Hitalbhai Shah
Women Director
Aditya Vikrambhai Patel 09121052 Independent Director NA
Nihar Gaurang Sheth 10308024 Independent Director NA
Paresh Rameshchandra Parekh 10895389 Independent Director Resigned on 19/11/2025
Dipika Modi 11269866 Independent Director
Resigned on 30/07/2026
COMPANY SECRETARY & COMPLIANCE OFFICER CHIEF FINANCIAL OFFICER
CS Hinisha Patel Prafullbhai Rameshchandra Makvana (till 11/05/2026)
Ms. Parinda Mohanbhai Patel (from 30/07/2026)
STATUTORY AUDITORS INTERNAL AUDITORS
M/s Ashvin K Yagnik & Co. M/s Dipesh Choksi & Co.
Chartered Accountants Chartered Accountants
2nd Floor, Ambizone, 1111, Addor Aspire, Opp Passport Office,
Nr. Apollo Enclave, Gujarat University Road, Ahmedabad
Mehsana, Gujarat 384002
SECRETARIAL AUDITORS BANKERS
Hussain Bootwala & Associates Mehsana Urban Co-op Bank Limited
Practicing Company Secretary Bank of Baroda, HDFC Bank
Ahmedabad ICICI Bank
REGISTERED OFFICE REGISTRAR & SHARE TRANSFER AGENT
B/4, K B Complex, Dairy Road, MCS SHARE TRANSFER AGENT LIMITED
Mehsana Gujarat- 384002 101, Shatdal complex, Opp Bata Show
Ph. No: 9825070680 Room, Ashram Road, Ahmedabad-380009
e-mail: secretarial.hilltone@gmail.com email: mcsstaahmd@gmail.com
Tel- (079)26580461/62/63
GST NUMBER: 24AAACH3866Q1Z4 (Gujarat) : 06AAACH3866Q1Z2 (Haryana)
SECURITY CODE: CSE: 018077 BSE: 544308 ISIN NUMBER: INE168C01013
INDEX
ANNUAL REPORT F.Y 2025-26
INDEX
Sr. CONTENTS Page No.
1 Notice of Annual General Meeting 1-10
2 Directors Report 11-19
Annexure to Directors Report
• Annexure A-Management Discussion & Analysis Report 20-22
• Annexure B- Corporate Governance Report 23-40
• Annexure C-Statement in form AOC-2 41
• Annexure D-Details of Remuneration of Directors, 41
KMPs.
• Annexure E – Managing Director & Chief Financial 42
Officer Certification
• Annexure F - Secretarial Audit Report (Form No. MR-3) 43-44
• Annexure G –Conservation of Energy, Technology 45
Absorption and Foreign Exchange, Earnings & Outgo
• Annexure H - Declaration of Compliance with the Code 46
of Conduct
3 Financial Statements
• Independent Auditors Report 47-57
• Balance Sheet
• Statement of Profit & Loss
28-60
• Cash Flow Statement
• Notes to the Financial Statements (1) 61-65
• Statement of Changes in Equity 66
• Notes to the Financial Statements (2) 67-86
NOTICE
N O T I C E
NOTICE is hereby given that 33rd Annual General Meeting of the Members of Hilltone Software and Gases
Limited, will be held on Friday, 25th September 2026 at 03.00 P.M through Video Conferencing (“VC”) or
Other Audio-Visual 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 on 31st March, 2026 and the reports of the Board of Directors’ and Auditors’ thereon;
2. To appoint a director in place of Mr. Niketbhai Mahendrabhai Shah (DIN: 00278968), who retires by
rotation and being eligible, has offered himself for reappointment.
SPECIAL BUSINESS
3. To Appoint Mr. Bhupeshbhai Ambalal Patel (DIN: 11833797) as Non-Executive Independent Director
To consider and, if thought fit, to pass, with or without modifications, the following resolution(s) as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, 161, read with Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and the Companies (Appointment and
Qualification of Directors) Rules, 2014 as well as other Rules made thereunder and pursuant to applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’), as amended (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), the provisions of the Articles of Association of the Company and based on the
recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of
the Company, Mr. Bhupeshbhai Ambalal Patel (DIN: 11833797), who has submitted a declaration that he
meets the criteria of independence under Section 149(6) of the Act read with Rules framed thereunder and
Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act,
read with the Rules made thereunder and the applicable provisions of Listing Regulations, and in respect of
whom the Company has received a notice in writing under Section 160(1) of the Act proposing his
candidature for the office of an Independent Director, be and is hereby appointed as an Independent
Director (under Non-Executive category) of the Company, to hold office for a term of five consecutive years
i.e., from 25th September, 2026 till 24th September, 2031 and not liable to retire by rotation.
“RESOLVED FURTHER THAT any Director, CFO and the Company Secretary be and are hereby severally
authorized to do all such acts, deeds, matters and things and execute all documents or writings as may be
necessary, desirable or expedient to give effect to the above resolutions, including completing necessary
filings with the relevant regulatory authorities regarding such appointment.”
4. TO ADOPT A NEW SET OF ARTICLES OF ASSOCIATION
To consider and, if thought fit, to pass, with or without modifications, the following resolution(s) as a Special
Resolution:
"RESOLVED THAT pursuant to the provisions of Section 5, 14, 15 and all other applicable provisions of the
Companies Act, 2013, read with Companies (Incorporation) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof, for the time being in force), and subject to such other requisite
approvals, if any, in this regard from appropriate authorities and terms(s), condition(s), amendment(s),
modification(s), as may be required or suggested by any such appropriate authorities, and agreed to by the
Board of Directors of the Company (hereinafter referred to as “Board” which term shall include any
Committee), the consent of the members of the Company be and is hereby accorded to amend Articles of
Association as under
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