Hilltone Software and Gases Ltd has closed its trading window for dealing in equity shares effective July 1, 2026. The window will remain shut until 48 hours after the announcement of unaudited financial results for the quarter ended September 30, 2026.

This action is taken in compliance with the company's code of conduct for the prevention of insider trading, pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The restriction applies to all directors, promoters, designated employees, and insiders.

Compliance details

The company filed an intimation with BSE Limited on September 28, 2026. The filing confirms that the trading window closure is mandatory under regulatory guidelines to prevent misuse of unpublished price-sensitive information during the result declaration period.

The date of the board meeting to consider and approve the financial results will be intimated to the exchange separately in due course. No specific date for the board meeting was disclosed in this initial notification.

Key dates and restrictions

The company's registered office is located in Mehsana, Gujarat. The notice was signed by Hinisha Patel, Company Secretary and Compliance Officer.

Hilltone Software & Gases Limited shareholders passed all four resolutions at its 33rd Annual General Meeting held on September 25, 2026. The meeting adopted a new set of Articles of Association and confirmed the appointment of Bhupeshbhai Ambalal Patel as an Independent Director.

The proceedings were conducted via audio-visual mode on the Zoom platform, with 16 members present. The meeting commenced at 3:18 pm and concluded at 3:33 pm. Shareholders approved the audited financial statements for FY26 and the reappointment of Managing Director Niketbhai Mahendrabhai Shah, who retired by rotation.

Voting results and scrutiny details

D A Rupawala of D A Rupawala & Associates served as the Scrutinizer. The voting process utilized remote e-voting through NSDL from September 21 to September 24, 2026, and e-voting during the AGM. The record date for voting entitlement was September 16, 2026.

All resolutions received overwhelming support, with only two votes cast against across all categories. No invalid votes were recorded in any category.

Governance and board changes

The board decision to appoint Patel aims to strengthen governance and support future growth plans. He meets the independence criteria under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Patel is not debarred from holding office by any authority and has no familial relationship with existing directors.

Professional background

Patel holds a Bachelor of Commerce degree with knowledge in business, financial, and technical domains. His professional history highlights hands-on experience in managing retail operations and building stakeholder relationships. Key roles include:

• Proprietor at Aastha Auto Gas Service (Indian Oil Petrol Pump), Mehsana
• Business Partner at Santosh Gas Service (Indian Oil LPG Agency), Ahmedabad

The company confirmed that the AGM commenced at 3:18 pm and concluded at 3:33 pm. The disclosure was filed under Regulation 30 of the SEBI (LODR) Regulations, 2015.

Meeting attendance and resolutions

Directors and Key Managerial Personnel present included Managing Director Niketbhai Mahendrabhai Shah, Whole-time Director Hitalbhai Mahendrabhai Shah, Company Secretary Hinisha Patel, CFO Parinda Patel, and Non-Executive Directors Sapna M. Shah, Nihar Sheth, and Aditya Patel. Statutory Auditor Ashvin Yagnik and Secretarial Auditor Hussian Bootwala were also in attendance.

The special business transacted included:

1. Appointment of Mr. Bhupeshbhai Ambalal Patel as Non-Executive Independent Director.
2. Adoption of a new set of Articles of Association.

The Company Secretary announced that the scrutinizer's report and poll results would be declared within 48 hours of the conclusion of the AGM and uploaded to the company's website.

Details of new Articles of Association

The newly adopted Articles introduce specific provisions regarding the appointment and powers of Managing Directors. These changes allow the Board greater flexibility in structuring executive leadership.

Key additions to the Articles include:

• Number of Managing Directors: The Company may appoint one or more Managing Directors, Joint Managing Directors, or Co-Managing Directors. The Board determines their term, remuneration, duties, and conditions of service, subject to shareholder approval where required.
• Division of Management Powers: Managing Directors shall exercise substantial powers of management. If multiple MDs are appointed, the Board may allocate specific business operations, geographic territories, or functional portfolios between them through Board Resolutions or employment agreements.
• Exercise of Authority: Each Managing Director can act individually and bind the Company within their designated portfolio. For matters outside individual portfolios or for material corporate transactions (such as major capital expenditure, borrowing, or asset disposal), joint approval from at least two Managing Directors or prior Board sanction is required.
• Vacation of Office: A Managing Director automatically vacates office if they cease to hold the position of Director for any reason, or if the Board terminates their employment contract.