KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes...<< Prices as on Jan 22, 2026 - 3:42PM >>  ABB India 4748.95  [ 0.91% ]  ACC 1737.4  [ 1.24% ]  Ambuja Cements 546.6  [ 1.42% ]  Asian Paints Ltd. 2690.7  [ 1.15% ]  Axis Bank Ltd. 1290.2  [ 0.46% ]  Bajaj Auto 9240  [ 0.64% ]  Bank of Baroda 304.75  [ 1.92% ]  Bharti Airtel 2000.7  [ 0.24% ]  Bharat Heavy Ele 252.2  [ -0.12% ]  Bharat Petroleum 355.6  [ 1.01% ]  Britannia Ind. 5949  [ 2.58% ]  Cipla 1378.7  [ 0.67% ]  Coal India 422.4  [ 2.00% ]  Colgate Palm 2169.35  [ 2.21% ]  Dabur India 525.5  [ 1.85% ]  DLF Ltd. 613.4  [ -0.71% ]  Dr. Reddy's Labs 1223  [ 5.84% ]  GAIL (India) 163.4  [ 0.40% ]  Grasim Inds. 2769.65  [ 1.23% ]  HCL Technologies 1700  [ 1.07% ]  HDFC Bank 918.5  [ -0.18% ]  Hero MotoCorp 5570  [ 0.62% ]  Hindustan Unilever 2369  [ 0.08% ]  Hindalco Indus. 942.45  [ 0.36% ]  ICICI Bank 1344.55  [ -0.29% ]  Indian Hotels Co 657.75  [ 0.57% ]  IndusInd Bank 899.25  [ -0.90% ]  Infosys L 1658.65  [ 0.24% ]  ITC Ltd. 325.8  [ 0.34% ]  Jindal Steel 1071.3  [ 2.86% ]  Kotak Mahindra Bank 423.8  [ 0.52% ]  L&T 3777.2  [ 0.27% ]  Lupin Ltd. 2175.2  [ 1.67% ]  Mahi. & Mahi 3552.65  [ 0.01% ]  Maruti Suzuki India 15816  [ 0.30% ]  MTNL 30.5  [ 0.99% ]  Nestle India 1295.45  [ 1.01% ]  NIIT Ltd. 75.41  [ 0.75% ]  NMDC Ltd. 78.48  [ -0.24% ]  NTPC 341.05  [ 0.71% ]  ONGC 244.05  [ 0.72% ]  Punj. NationlBak 125.25  [ 1.01% ]  Power Grid Corpo 257.05  [ 0.53% ]  Reliance Inds. 1404.1  [ 0.01% ]  SBI 1046.3  [ 1.77% ]  Vedanta 679.6  [ 0.43% ]  Shipping Corpn. 206.8  [ 1.90% ]  Sun Pharma. 1622.8  [ 0.64% ]  Tata Chemicals 722.1  [ 4.03% ]  Tata Consumer Produc 1173.25  [ 0.86% ]  Tata Motors Passenge 346.95  [ 2.30% ]  Tata Steel 188.15  [ 2.06% ]  Tata Power Co. 351.8  [ 0.70% ]  Tata Consultancy 3142.5  [ 0.68% ]  Tech Mahindra 1695  [ 0.47% ]  UltraTech Cement 12334  [ 0.89% ]  United Spirits 1338.4  [ 1.49% ]  Wipro 240.75  [ 0.50% ]  Zee Entertainment En 84.85  [ 3.55% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

HILLTONE SOFTWARE & GASES LTD.

22 January 2026 | 03:40

Industry >> Diversified

Select Another Company

ISIN No INE168C01013 BSE Code / NSE Code 544308 / HILLTONE Book Value (Rs.) 12.90 Face Value 10.00
Bookclosure 52Week High 93 EPS 0.00 P/E 0.00
Market Cap. 69.93 Cr. 52Week Low 26 P/BV / Div Yield (%) 4.11 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your directors have pleasure in submitting their 32nd Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read
with Rule 7 of the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the financial year ended on 31st March, 2025 is
summarized below:

(In Lac Rs)

PARTICULARS

FY 2024-25

FY 2023-24

Revenue from Operations

752.49

684.53

Other Income

71.20

48.24

Profit Before Depreciation and Taxation

39.78

75.89

Less: Depreciation

16.03

13.59

Profit before Tax

23.75

62.30

Less: Current Tax (Net)

11.45

15.05

Deferred Tax/MAT Entitlement

27.99

(3.38)

Profit for the year

(15.70)

50.64

Other Comprehensive Income

-

-

Total comprehensive income for the year

(15.70)

50.64

Earning per Equity Share

(Amount in Actual Rs.)

PARTICULARS

Standalone

2024-25

2023-24

Basic

(0.14)

0.63

Diluted

(0.14)

0.63

2. SHARE CAPITAL

The paid-up Equity Share capital of the
Company is Rs. 10,93,08,000/-. During the
year under review, the company has
neither issued any shares with differential
voting rights nor granted any stock Option
nor any sweat Equity Shares
.

The Board has proposed to issue
30,82,000 Equity Shares of Rs. 10/- each
at a premium of Rs. 34/- as preferential
issue and the same is subject to approval
of shareholders in Annual General Meeting
to finance the expansion of Gas Division,
Engineering Division and Information
Technology Division.

3. DIVIDEND

In view of the loss in current financial year,
the Board of Directors have not
recommended any dividend on the Equity
Share Capital of the Company for the
financial year ended 31st March, 2025.
TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCTION AND
PROTECTION FUND

Since there was no unpaid/unclaimed
Dividend declared and paid last year, the
provisions of Section 125 of the
Companies Act, 2013 do not apply.

4. TRANSFER TO RESERVES:

During the year under review, the
Company has not transferred any amount
to General Reserve out of the amount
available for appropriation.

5. FINANCIAL LIQUIDITY:

Cash and Cash equivalent as at March
31st, 2025 was Rs. 158.35 lacs. The
Company’s working capital management is
robust and involves a well-organised
process, which facilitates continuous
monitoring and control over receivables,
inventories and other parameters

6. DEPOSIT

During the year, the Company has not
accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act,
2013 read with the Companies
(Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or
reenactment(s) for the time being in force)
from the public or the members and as
such, no amount on account of principal or
interest on public is outstanding.

7. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

Your Company has established adequate
internal financial control systems to ensure
reliable financial reporting and compliance
with laws and regulations. All resources are
put to optimal use and adequately
protected against any loss.

Internal control systems commensurate
with its size and operations to ensure
orderly and efficient conduct of business
while safeguarding the assets, quality, and
safety, procurements, finance and
accounts and reducing and detecting error.
The Company also has appointed an
external firm of Chartered Accountants to
supplement the efficient Internal Audit.

8. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis
Report as required under Regulation
34(2)(e) read with Schedule V of SEBI
(Listing Obligations & Disclosure
Requirements) Regulation 2015 is provided
in a separate section and forms an integral
part of this Report and is annexed as
Annexure A.

9. CORPORATE GOVERNANCE

Maintaining of high standards of Corporate
Governance has been fundamental to the
business of your Company since its
inception.

Your Company always endeavors to
adhere to the highest standards of
corporate governance, which are within the
control of the Company. A comprehensive
Report on Corporate Governance inter-alia
highlighting the endeavors of the Company
in ensuring transparency, integrity and
accountability in its functioning has been
incorporated as a separate section, forming
a part of the Annual Report as
Annexure
B
. The certificate issued by Practicing
Company Secretaries on Compliance with
Corporate Governance is annexed to the
Report on Corporate Governance.

10. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions
entered by the Company during the
previous financial year with the related
parties were in the ordinary course of
business and on arms’ length basis. There
were no materially significant related party
transactions entered by the Company with

its Promoters, Directors, Key Managerial
Personnel or other persons which may
have potential conflict with the interest of
the Company. All Related Party

transactions are placed before the Audit
Committee for approval, wherever

applicable. Prior omnibus approval for
normal business transactions is also
obtained from the Audit Committee for the
related party transactions which are of
repetitive nature and accordingly, the
required disclosures are made to the
Committee on a quarterly basis in terms of
the approval of the Committee. The
disclosure of Related Party Transactions
as required under Section 134(3)(h) of the
Act in Form AOC - 2 is annexed as
Annexure C. The Related Party
Transactions took placed during the
financial year 2024-25 have placed in
Notes of Financial Statements of the
Company.

The policy on Related Party Transactions
as approved by the Board may be
accessed through the web link:
https://hilltonegases.com/codes-and-
policies.php

11. REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL &
PARTICULARS OF EMPLOYEES

The information required under Section
197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014 is attached as
Annexure D to this report
PARTICULARS OF EMPLOYEES:

The particulars of employees required to
be furnished pursuant to section 197 (12)
of the Companies Act, 2013 read with sub
rules 2 and 3 of Rule 5 of the Companies
(Appointment and Remuneration of

Managerial personnel) Rules, 2014, are not
applicable to the Company as there was no
employee in receipt of remuneration under
this section.

12. BOARD OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL
Appointment and Resignation of

Directors/KMP

During the F.Y 2024-25, the following
changes were made in Board of Directors

i. The Following Non-Executive
Independent Directors are appointed

Sr.

No

Name of Director

Date of
Appointment

1.

ADITYA

VIKRAMBHAI PATEL

03/01/2025

2.

NIHAR GAURANG
SHETH

3.

PARESH

RAMESHCHANDRA

PAREKH

ii. The Following Directors have
resigned from the company

Sr.

No

Name Director

Date of
Resignation

1.

PARULBEN

NIKETKUMAR

SHAH

03/01/2025

2.

SHAILESHKUMAR
AMBALAL PATEL

3.

AMITKUMAR

TRIVEDI

iii. The Board regrets to inform that Mr.
Sunil Purohit, Non-Executive
Independent Director was deceased
during the year under review

iv. The Board in its meeting dated
01/09/2025, decided to appoint Ms.
Dipika Modi (DIN: 11269866) as Non¬
Executive Independent Director for a
period of Five years subject to approval
from shareholders as special
Resolution in Annual General Meeting.

CEO/CFO Certification
The requisite certification from the
Managing Director and Chief Financial
Officer required to be given under
Regulation 17(8) read with Part B of
Schedule II of SEBI (LODR) Regulations,
2015. The aforesaid certificate, duly
signed by the Managing Director and Chief
Financial Officer in respect of the financial
year ended 31st March 2025, has been
placed before the Board.
(Annexure E)
Retirement by Rotations
In accordance with the provisions of
section 152 (6) of the Act and in terms of
the Articles of Association of the Company,
Mrs. Sapna Shah (DIN: 08615859), will
retire by rotation at the ensuing Annual
General Meeting and being eligible, offers

herself for re-appointment. The board
recommends her re-appointment.

Profile of Directors Seeking
Appointment / Re-appointment

As required under Regulation 36 (3) of the
SEBI (LODR) Regulations, 2015,
particulars of Directors seeking
appointment / re-appointment at the
ensuing Annual General Meeting are
annexed to Annexure I of the notice
convening 32nd Annual General Meeting.
Training of Independent Directors
To familiarise the new inductees with the
strategy, operations and functions of our
Company, the executive directors / senior
managerial personnel make presentations
to the inductees about the Company’s'
strategy, operations, product and service
offerings, organisation structure, finance,
human resources, technology, quality and
facilities. Further, the Company has
devised a Familiarisation Program for
Independent Directors as per Regulation
46 (2) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations,
2015 and the same has been placed on the
website of the Company at:
https://hilltonegases.com/codes-and-
policies.php

Key Managerial Personnel

Pursuant to Section 203 of the Companies
Act 2013, the following are the Key
Managerial Personnel of the Company as
on 31st March, 2025:

Mr. Niket Shah Managing Director

Mr. Hital M. Shah Whole time Director
Mrs. Hinisha Patel Company Secretary

Mr. Prafull Makwana CFO
Evaluation of Performance of the Board,
its Committees and Individual Directors
During the year, the evaluation of the
annual performance of individual directors
including the Chairman of the Company
and Independent Directors, Board and
Committees of the Board was carried out
under the provisions of the Act and
relevant Rules and the Corporate
Governance requirements as prescribed
under Regulation 17 of Listing Regulations,
2015 and the circular with respect to
Guidance Note on Board Evaluation. The
Nomination and Remuneration Committee
had approved the indicative criteria for the

evaluation based on the SEBI Guidance
Note on Board Evaluation.

The Exercise was carried out through a
structured evaluation process covering the
various aspects of the Board’s functioning
such as composition of board &

committees, experience & competencies,
performance of specific duties &

obligations, governance issues etc.

The evaluation of the independent
Directors was carried out by Board, except
the independent Director being evaluated
and the chairperson and the non¬
independent Directors was carried out by
the independent Directors.

Board of Director Meetings
Regular meetings of the Board are held at
least once in a quarter, inter-alia, to review
the quarterly, half yearly and annual
financial results of the Company. Additional
Board meetings are convened to discuss
and decide on various business policies,
strategies and other businesses.

The Board business generally includes
consideration of important corporate
actions and events including:-

• quarterly and annual result
announcements;

• oversight of the performance of the
business;

• development and approval of overall
business strategy;

• Board succession planning;

• review of the functioning of the
Committees and

• other strategic, transactional and
governance matters as required under the
Companies Act, 2013, Listing Regulations
and other applicable legislations.

The notice of Board meeting is given well
in advance to all the Directors. Usually,
meetings of the Board are held in Mehsana
or at the factory office at Santej. The
Agenda of the Board Meetings is set by the
Company Secretary in consultation with the
Chairman and the Managing Director and
Whole time Director of the Company. The
Agenda is circulated a week prior to the
date of the meeting. The Board Agenda
includes an Action Taken Report
comprising the actions emanating from the
Board Meetings and status update thereof.

The Agenda for the Board Meetings covers
items set

out as per the guidelines in Listing
Regulations to the extent it is relevant and
applicable. The Agenda for the Board
Meetings include detailed notes on the
items to be discussed at the meeting to
enable the Directors to take an informed
decision.

Prior approval from the Board is obtained
for circulating the Agenda items with
shorter notice for matters that form part of
the Board Agenda and are considered to
be in the nature of Unpublished Price
Sensitive Information.

The minutes of proceeding of each Board
meetings are maintained in terms of
statutory provisions.

During the year under review, the Board of
Directors of the Company met Nine times.
The Dates of meeting are as under:

Meeting Number

Date of Meeting

01/2024-25

11/05/2024

02/2024-25

04/06/2024

03/2024-25

14/08/2024

04/2024-25

19/09/2024

05/2024-25

24/10/2024

06/2024-25

12/11/2024

07/2024-25

03/01/2025

08/2024-25

06/02/2025

09/2024-25

08/03/2025

13. COMMITTEES OF BOARD OF
DIRECTORS

The Board of Directors has constituted
Board Committees to deal with specific
areas and activities which concern the
Company and requires a closer review.
The Board Committees are formed with
approval of the Board and function under
their respective Charters. These
Committees play an important role in the
overall management of day-to-day affairs
and governance of the Company. The
Board Committees meet at regular intervals
and take necessary steps to perform its
duties entrusted by the Board. The Minutes
of the Committee Meetings are placed
before the Board for noting.

The Board of Directors of the Company
have constituted the following Committees:

a. Audit Committee

b. Nomination and Remuneration
Committee

c. Stakeholders’ Grievances and
Relationship Committee and Share
Transfer Committee

d. Risk Management Committee.

a. AUDIT COMMITTEE

The composition of the Audit Committee is
in alignment with the provisions of Section
177 of the companies Act, 2013 read with
the Rules issued there under and
Regulation 18 of the SEBI (Listing
Obligations and Disclosures Requirements)
Regulations, 2015.

All the Members of the Audit Committee
are well Qualified, experienced and
possess sound knowledge of finance,
accounting practices and internal controls.
The Company Secretary of the Company
acts as the Company Secretary of the
Audit Committee.

All the recommendations made by the
Audit Committee were accepted by the
Board of Directors of the Company.
MEETING AND ATTENDANCE
During the Financial Year ended 31st
March, 2025, the Audit Committee met
Four times as follows and the requisite
Quorum was present.

1) 11/05/2024 2) 14/08/2024

3) 24/10/2024 4) 06/02/2025

b. NOMINATION & REMUNERATION
COMMITTEE

The composition of the Nomination &
Remuneration Committee is in alignment
with the provisions of Section 178 of the
companies Act, 2013 read with the Rules
issued there under and Regulation19 of the
SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.
MEETING AND ATTENDANCE
During the Financial Year 2024-25 the
Nomination & Remuneration Committee
met thrice on 14th August, 2024, 24th
October, 2024 and 03rd January, 2025 and
the requisite Quorum was present.

c. STAKEHOLDERS RELATIONSHIP

COMMITTEE AND SHARE TRANSFER
COMMITTEE

The compliance with the provisions of
Section 178 of the companies Act, 2013
read with the Rules issued there under and
Regulation 20 of the SEBI (Listing

Obligations and Disclosures Requirements)
Regulations, 2015, the Board has
constituted Stakeholders Relationship
Committee and share transfer committee.
The Committee is entrusted with the
responsibility of addressing the
stakeholders' / investors' complaints with
respect to share transfers, non-receipt of
annual reports, dividend payments, issue
of duplicate shares, etc and other
shareholders related queries, complaints,
as well as relating to transfer of shares,
Review and approval of all requests
pertaining to sub-division, consolidation,
transfer, transmission of shares and issue
of duplicate share certificates; etc.

There were 1 meeting of Stakeholders
Relationship Committee & Share transfer
Committee meeting held during the year as
under:

1)14/08/2024

14. REMUNERATION AND NOMINATION
POLICY

The Board of Directors has framed a policy
which lays down a framework in relation to
remuneration of directors, Key Managerial
Personnel and Senior Management of the
Company. This policy also lays down
criteria for selection and appointment of the
board members.

15. DECLARATION BY INDEPENDENT
DIRECTORS

All the independent Directors of your
company have given their declarations,
that they meet the criteria of independence
as laid down under Section 149(6) of the
Act and the SEBI (Listing Obligations and
Disclosure Requirements)

Regulations,2015.

16. AUDITORS

STATUTORY AUDITOR AND THEIR
REPORT

The Board has duly reviewed the Statutory
Auditors’ Report for the year ended on 31st
March, 2025 and the observations and
comments, appearing in the report are self¬
explanatory and do not call for any further
explanation / clarification by the Board of
Directors as provided under section 134 of
the Companies Act, 2013.

Pursuant to Section 139 of the Companies
Act, 2013 and Rules made there under,
M/S K.C Parikh & Associates, Chartered

Accountants (Firm Registration No.
107550W), are appointed for a period of
five years from the conclusion of the 30th
Annual General Meeting held on 29th
September, 2023 until the conclusion of the
35th Annual General Meeting to be held in
the year 2028. However, during the current
FY 2025-26 the Auditor have resigned due
to difference in Audit fees expectations of
Auditor and as approved by Management.
Hence, the Board in its meeting held on
02nd July, 2025 has decided to appoint M/s.
Ashvin K. Yagnik & Co., Chartered
Accountants (FRN: 100710W), as Statutory
Auditors of the Company to fill the casual
vacancy subject to approval of
Shareholders in Annual General Meeting.
INTERNAL AUDITOR AND THEIR
REPORT

Pursuant to the provisions of Section 139
of the Companies Act, 2013 and The
Companies (Accounts) Rules, 2014, during
the year under review the Internal Audit of
the functions and activities of the Company
was undertaken by the Internal Auditors of
the Company by BPA & Co., Chartered
Accountants, Ahmedabad (Firm
Registration No. 109685W), the Internal
Auditors of the Company for F.Y 2024-25.
For FY 2025-26 the company has
appointed M/s Dipesh Choksi & Co.,
Chartered Accountants, (FRN: 114533W)
as Internal Auditors.

There were no adverse remarks or
qualification on accounts of the Company
from the Internal Auditors.

SECRETARIAL AUDITOR AND THEIR
REPORT

Pursuant to the provisions of Section 204
of the Companies Act, 2013 and the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors had
appointed M/s. HUSSAIN BOOTWALA &
ASSOCIATES, COMPANY

SECRETARIES IN PRACTICE having
Membership No. A49591 and COP no.
23980 to undertake the Secretarial Audit of
the Company for the FY 2024-25. The
Secretarial Audit Report for the FY 2024-25
is annexed to this Directors’ Report as
Annexure-F. The Board of Directors has
duly reviewed the Secretarial Auditors’

Report and the observations and
comments, appearing in the report are self¬
explanatory and do not call for any further
explanation/clarification by the Board of
Directors as provided under section 134 of
the Act.

COST AUDITORS

The section 148 read with Companies
(Audit & Auditors) Rules, 2014 and other
2
applicable provisions, if any, of the
Companies Act, 2013 are not applicable to
the Company Hence, the Board of
Directors of your company had not been
appointed Cost Auditor for obtaining Cost
Compliance Report of the company for the
financial year 2024-25.

17. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

As per Section 186 of the Act, the details of
Loans, Guarantees or Investments made
as on 31st March, 2025 are given below:

Name of Party

Nature
of Trans¬
actions

Loan

Amt

(In.

° Lakhs Rs.)

Harsha R Jhaveri

Debt

78.10

Jeevan Jyoti Vanijya
Ltd

Debt

96.45

Leading Leasing
Finance And
Investment Company
Ltd

Debt

225.20

18. PARTICULARS REGARDING

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The Particulars as prescribed under sub¬
section (3)(m) of Section 134 of the
Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, forms
an integral part of this report and is
annexed as
Annexure - G.

19. CORPORATE SOCIAL

RESPONSIBILITY

In accordance with the provisions of
section 135 of the Companies Act 2013
read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 Made

there under, the Company has not
developed and implemented the following
Corporate Social Responsibility initiatives
as the said provisions are not applicable.
SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any
Subsidiary, Joint venture or Associate
Company.

VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

The Vigil Mechanism of the Company,
which also incorporates a whistle blower
policy in compliance with the provisions of
Section 177(9) & (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI
(LODR), 2015, includes an Ethics &
Compliance Task Force comprising senior
executives of the Company. Protected
disclosures can be made by a whistle
blower through an e-mail or a letter to the
Task Force or to the Chairman of the Audit
Committee. The Vigil Mechanism and
Whistle Blower Policy may be accessed on
the Company’s website at
https://hilltonegases.com/codes-and-
policies.php

PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of
Conduct on Prohibition of insider trading
"and” Code of Conduct for Directors and
Senior Management Personnel” for
regulating the dissemination of
Unpublished Price Sensitive Information
and trading in security by insiders.
PREVENTION OF SEXUAL

HARASSMENT OF WOMAN AT
WORKPLACE:

The company has in place the "Policy on
Prevention of Sexual Harassment at the
workplace” in line the requirements of the
sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redress-al) Act 2013. The Company had
constituted Internal Complaints committee
(ICC) to redress the complaints received
regarding sexual harassment. During the
year under review, no complaints were
received by the Committee for Redress-al.

23. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as per
Regulation 34(2) of the SEBI (LODR)
Regulations, 2015 is not applicable to the

Company as the Company does not fall
under top 500 listed Companies on the
basis of market capitalization.

24. HUMAN RESOURCE

The company considers its employees as
its most valuable assets. The company
focuses on building an organization
through induction and development of
talent to meet current and future needs.

25. DIRECTORS RESPONSIBILITY

STATEMENT

In accordance with the provisions of
Section 134(5) of the Companies Act, 2013
the Board hereby submit its responsibility
Statement:—

a. in the preparation of the annual
accounts, the applicable accounting
standards had been followed along with
proper explanation relating to material
departures;

b. the directors had selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and prudent
so as to give a true and fair view of the
state of affairs of the company at the end of
the financial year and of the profit and loss
of the company for that period;

c. the directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in
accordance with the provisions of this Act
for safeguarding the assets of the company
and for preventing and detecting fraud and
other irregularities;

d. the directors had prepared the annual
accounts on a going concern basis; and

e. The directors had laid down internal
financial controls to be followed by the
company and that such internal financial
controls are adequate and were operating
effectively.

f. the directors had devised proper
systems to ensure compliance with the
provisions of all applicable laws and that
such systems were adequate and
operating effectively.

26. STOCK EXCHANGES

The Company is listed on Bombay Stock
Exchange and was listed on Calcutta
Stock Exchange. The members can trade
their shares on the Bombay Stock
exchange. The Company has successfully

delisted from Calcutta Stock Exchange as
on 15th April, 2025.

27. RISK MANAGEMENT

Risk management is embedded in your
Company’s operating framework. Your
Company believes that managing risks
helps in maximising returns. The
Company’s approach to addressing
business risks is comprehensive and
includes periodic review of such risks and
a framework for mitigating controls and
reporting mechanism of such risks. The
risk management framework is reviewed
periodically by the Board and the Audit
Committee.

28. AFFIRMATION AND DISCLOSURE:

All the Members of the Board and the
Senior Management Personnel have
affirmed their compliance with the Code of
Conduct as on 31st March, 2025 and a
declaration to that effect, signed by the
Managing Director, forms an integral part
of this report and is annexed as
Annexure
- H

29. MATERIAL CHANGES AND
COMMITMENT AFFECTING FINANCIAL
POSITION OF THE COMPANY

There are no material changes and
commitments, affecting the financial
position of the Company which has
occurred between the end of financial year
and the date of Directors’ Report except
as follows:

The Company has taken steps to expand
business in the information Technology
sector, for which the negotiations with
Company based in United States of
America are being undertaken.

30. SIGNIFICANT AND MATERIAL

ORDERS:

There were no significant and material
orders passed by any Regulators or courts
or Tribunals during the year ended 31st
March, 2025 impacting the going concern
status and company’s operations in future.

31. LISTING FEES:

The Company’s Equity Shares are listed
with Bombay Stock Exchange. The
Company has paid Listing Fees for the
financial year 2025-26 to BSE within the
prescribed time period.

32. WEBSITE

As per Regulation 46 of SEBI (LODR)
Regulations, 2015, your Company has
maintained a functional website namely
https://www.hilltonegases.com/ containing
the information about the Company. The
website of the Company is also containing
information like Policies, Shareholding
Pattern, Financial Results and information of
the designated officials of the Company who
are responsible for assisting and handling
investor grievances for the benefit of all
stakeholders of the Company, etc.

33. CYBER SECURITY:

In view of increased cyberattack scenarios,
the cyber security maturity is reviewed
periodically and the processes, technology
controls are being enhanced in-line with the
threat scenarios. Your Company’s
technology environment is enabled with real
time security monitoring with requisite
controls at various layers starting from end
user machines to network, application and
the data

34. INSURANCE

Your Company has taken appropriate
insurance for all assets against foreseeable
perils

35. OTHER DISCLOSURES:

a) The Company has complied with
Secretarial Standards issued by the
Institute of Company Secretaries of India
on Meetings of the Board of Directors and
General Meetings.

b) There was no application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 during the
year.

c) There was no instance of onetime
settlement with any Bank or Financial
Institution.

36. GENERAL DISCLOSURE

Your directors state that no disclosure or
reporting is required in respect of the
following items as there were no
transactions/events of this nature during the
year under review:

1.Details relating to deposits covered under
Chapter V of the Companies Act, 2013.
2.Issue of equity shares with differential
rights as to dividend, voting or otherwise.

3.Issue of Shares (Including Sweat Equity
Shares) to employees of the Company
under any scheme.

4. No significant or material orders passed
by the Regulators or Courts or Tribunals
which impact the going concern status and
the Company’s operation in future.

5. Voting rights which are not directly
exercised by the employees in respect of
shares for the subscription/ purchase of
which loan was given by the Company (as
there is no scheme pursuant to which such
persons can beneficially hold shares as
envisaged under section 67(3)(c) of the
Companies Act, 2013).

6. There has been no change in the nature
of business of your Company.

7. An application made or any proceeding is
pending under the Insolvency and
Bankruptcy Code, 2016.

8. There was no instance of onetime
settlement with any Bank or Financial
Institution.

9. Revision of financial statements and
Directors’ Report of your Company.

37. ACKNOWLEDGEMENTS

Your Directors wish to thank all
stakeholders, employees, Company’s
bankers, various government authorities,
members and business associates for
their continued support and valuable co¬
operation. Your Directors also wish to
place on record their deep sense of
appreciation for the committed services by
the executives, staff and workers of the
Company.

On behalf of the Board of Directors

NIKET M. SHAH HITAL M. SHAH

(Managing Director) (Executive Director)
DIN:
00278968 DIN: 00279026

Date: 01/09/2025
Place: Mehsana