Hilltone Software and Gases Ltd

Hilltone Software and Gases Limited – Closure of Trading Window from 1 July 2026; to be opened 48 hours after declaration of Unaudited Financial Results for the quarter ended 30 September 2026.

AGM details

• Date and mode: 25 September 2026, via Video Conferencing (NSDL platform).
• Remote e-voting and AGM e-voting used.

Key resolutions

• Resolution 1: Adopt audited financial statements for the year.
• Resolution 2: Appoint director in place of retire-by-rotation director.
• Resolution 3: Appoint Bhupeshbhai Ambalal Patel as Non-Executive Independent Director.
• Resolution 4: Adopt a new set of Articles of Association.

Voting results

• Resolution 1: Passed with all votes in favour.
• Resolution 2: Passed with all votes in favour.
• Resolution 3: Passed with all votes in favour.
• Resolution 4: Passed with all votes in favour.

Director changes

• Retiring by rotation: Niketbhai Mahendrabhai Shah.
• New appointment: Bhupeshbhai Ambalal Patel as independent director.

Auditors

• No auditor changes disclosed in this filing.

Other material matters

• Adoption of a new Articles of Association approved.

AGM Details

• AGM held September 25, 2026; 3:18 PM to 3:33 PM; via Zoom in audio-visual mode.

Key Resolutions

• To receive, consider and adopt audited financial statements for year ended 31 March 2026.
• Niket Shah was reappointed as Director, who retires by rotation.
• Bhupeshbhai Ambalal Patel was appointed as Non-Executive Independent Director.
• To adopt a new set of Articles of Association.

Voting Results

• Poll results to be declared within 48 hours; outcome not disclosed yet.

Director Changes

• Niket Shah was reappointed as Director, who retires by rotation.
• Bhupeshbhai Ambalal Patel appointed as Non-Executive Independent Director.

Auditors

• Statutory Auditor attended; no appointment changes disclosed.

Independent Director Appointment

• Appointment of Bhupeshbhai Ambalal Patel as Independent Director for five years, effective 25 September 2026.
• Approved at the 33rd AGM held on 25 September 2026.
• Meets independence criteria under Companies Act 2013 and SEBI LODR.
• Not debarred by SEBI or any authority; not related to other directors.
• Board committees under review; onboarding part of governance refresh.
• DIN: 11833797; designation: Independent Director.
• Brief profile: commerce graduate with extensive retail, gas-service, and regulatory-compliance experience.
• Proprietor at Aastha Auto Gas Service (Indian Oil Petrol Pump, Mehsana).
• Business Partner at Santosh Gas Service – Indian Oil LPG Agency, Ahmedabad.
• Bachelor of Commerce; experience in day-to-day operations, financial planning, regulatory compliance, and growth.

Book closure and AGM details

• Book closure from September 17, 2026 to September 25, 2026, inclusive.
• Purpose: for the 33rd AGM of the company.
• Record/cut-off date for voting eligibility: September 16, 2026.
• E-voting period: September 21, 2026 09:00 to September 24, 2026 17:00.
• E-voting available again at the AGM.
• AGM date: September 25, 2026.

AGM details

• Date, time and mode: 25 September 2026 at 03:00 PM IST via VC/OVAM.
• Register of Members and Transfer Books closed 17–25 September 2026 (inclusive).
• Books re-opened from 26 September 2026 onwards.
• E-voting facility via NSDL; remote voting 21 Sep 2026 09:00 to 24 Sep 2026 17:00.
• Cut-off date for votes: 16 Sep 2026.
• NSDL will disable the e-voting module after the voting period.
• E-voting will also be available during the AGM.

Financial performance

• Revenue from operations: 1,472.81 lakh in FY2025-26.
• PAT: 13.61 lakh; Total comprehensive income: 15.33 lakh.
• EPS: Basic and diluted 0.12 Rs per share.
• Cash and cash equivalents: 362.20 lakh at year-end.
• Net debt: -292.45 lakh; gearing: -14.36%.
• Preferential allotment of 22.47 lakh shares at Rs 44; proceeds 988.70 lakh.
• Dividend not declared for FY2025-26.

Segment mix & operations

• Segment revenue: Gases 553.88; Engineering 868.23; Software 50.70.
• Total segment revenue: 1,472.81; segment expenses: Gases 610.65; Engg 881.41; Software 40.29.
• Total segment profit: Gases -56.77; Engg -13.18; Software 10.41; Total -59.54.
• Company started Software business and Engineering division at Haryana Plant.

Governance & board changes

• Dipika Modi resigned as Independent Director on 30 July 2026.
• Prafull Makvana resigned as CFO on 11 May 2026; Parinda Mohanbhai Patel appointed CFO on 30 July 2026.
• Bhupeshbhai Ambalal Patel appointed as Independent Director for five years from 25 September 2026.
• Board size: six directors as of 31 March 2026; two executives, three independent, one non-exec woman.
• Audit Committee comprises four members; meetings held during FY2025-26.

Capital actions & equity

• Preferential allotment: 22.47 lakh equity shares at Rs 44; premium Rs 34.
• Proceeds recognised: Rs 988.70 lakh; Rs 483.68 lakh unutilised as of 31-03-2026.

Audit, controls & compliance

• Statutory auditors: Ashvin K Yagnik & Co. appointed for five years (2025-30).
• Secretarial auditor: Hussain Bootwala & Associates; Secretarial Audit Annexure F.
• Cashflow statement delay incurred a fine of Rs 1,41,600.
• CEO/CFO certification placed before the Board; internal control systems reviewed.
• Management provided related party disclosures and compliance confirmations.

Outlook & industry context

• Global economy FY26 expected to slow; India growth seen around 7.6% real, 8% nominal.
• India medical gas market projected to reach USD 1,656.70 million by 2033 (9.03% CAGR).
• Company aims to grow gas volumes; expansion into CNG/LNG and related sectors anticipated.
• Investments in energy efficiency and environmental controls may raise production costs.

Operations and product expansion

• Gas division, software solutions, and engineering products form diversified revenue streams.
• Ongoing focus on R&D and in-house process improvements to enhance efficiency.

Meeting Details

Key Agenda Items

• Alteration of Articles of Association to be considered for the upcoming AGM.
• Appointment of Bhupeshbhai Ambalal Patel as Non-Executive Independent Director in the 33rd AGM.
• Fix the date and time of the 33rd AGM for financial year ended 31 March 2026.
• Approve Directors Report and Annexures for the 33rd Annual Report FY ended 31 March 2026.
• Fix the dates of Closure of Register of Members and Share Transfer Book for AGM.
• Fix cut-off date for remote e-voting and voting at the 33rd AGM.
• Appoint Scrutinizer for e-voting process for the 32nd AGM.
• Approve Notice of the 33rd AGM.
• Appoint Internal Auditor of the Company for FY 2026-27.
• Any other business with the permission of the Chair.

Other Notes