Salasar Techno Engineering shareholders have approved the proposed Scheme of Amalgamation of Hill View Infrabuild Limited with the company, securing a decisive mandate that advances the consolidation process toward final National Company Law Tribunal (NCLT) sanction. The resolution received 99.75% of valid votes cast during the fresh (de novo) Extraordinary General Meeting (EGM) held on August 08, 2026, satisfying the requisite majority under Sections 230 and 232 of the Companies Act, 2013.

The approval clears the primary shareholder hurdle for the merger, which involves the transfer of all assets and liabilities of Hill View Infrabuild Limited to Salasar Techno Engineering Limited as a going concern. The meeting was convened pursuant to specific directions from the NCLT, Allahabad Bench, following its orders dated June 11, 2026, and April 06, 2026. Scrutinizer Sumit Agrawal, Chartered Accountant, confirmed that the voting process was conducted fairly and transparently via remote e-voting and Video Conferencing/Other Audio-Visual Means (VC/OAVM).

Voting Results

A total of 873,062,285 valid votes were cast by 602 shareholders out of 477,974 on the record date of August 01, 2026. The promoter group voted unanimously in favor, while public shareholders also delivered strong support, exceeding SEBI’s requirement that votes in favor must exceed votes against.

Scheme Terms

Under the approved scheme, Salasar Techno Engineering Limited will issue new equity shares and Compulsorily Redeemable Preference Shares (CRPS) to Hill View Infrabuild Limited shareholders. For every 100 equity shares of ₹10 each held in Hill View, shareholders will receive:

• 2,874 equity shares of ₹1 each (fully paid-up) in Salasar Techno Engineering Limited.
• 83 CRPS of ₹10 each, carrying a non-cumulative coupon rate of 5% per annum.

The CRPS will be redeemable at par within 20 years, with an early redemption option available to the issuer after three years. Fractional entitlements for equity shares will be aggregated and sold by a trust nominated by the Board, with proceeds distributed to eligible shareholders within 90 days. The appointed date for the scheme is set as April 01, 2025, subject to NCLT approval.

Regulatory Compliance

The company submitted the voting results and scrutinizer’s report to the National Stock Exchange of India Ltd. and BSE Limited on August 11, 2026, in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The fairness opinion was issued by D & A Financial Services Private Limited, while share valuation was conducted by Registered Valuer Mallika Goel. The next step involves seeking final sanction from the NCLT, Allahabad Bench, to implement the amalgamation effectively.

Salasar Techno Engineering Limited has secured approval from its equity shareholders, secured creditors, and unsecured creditors for the amalgamation of Hill View Infrabuild Limited. The meetings, convened via video conferencing on June 05, 2026, complied with the directions of the National Company Law Tribunal (NCLT), Allahabad Bench, and the applicable provisions of the Companies Act, 2013. The resolutions were passed with the requisite majority, paving the way for the scheme to be presented to the NCLT for final sanction.

The proceedings were overseen by Mr. Udai Chandani, Advocate, as Chairperson, and Ms. Babita Jain, Advocate, as Alternate Chairperson. Mr. Sumit Agrawal, Chartered Accountant, served as the Scrutinizer. The remote e-voting facility was available from June 01, 2026, until June 04, 2026, with participants also permitted to vote electronically during the meetings. The equity shareholders raised queries during their session, which were addressed by the company's legal counsel, while the secured creditors raised no queries.

Voting Results Summary

The resolution to approve the Scheme of Amalgamation received strong support across all stakeholder classes. The equity shareholders approved the scheme with 99.72% of the valid votes cast in favour. Both secured and unsecured creditors passed the resolution with 100% of the voting value in favour.

Scheme Details

Under the approved scheme, Salasar Techno Engineering Limited will issue 2,87,430 new equity shares of ₹1 each fully paid-up to the shareholders of Hill View Infrabuild Limited for every 100 equity shares of ₹10 each held. Additionally, the company will issue 8,358 5% non-cumulative compulsorily redeemable preference shares (CRPS) of ₹10 each fully paid-up for every 100 equity shares held. The CRPS will carry a coupon rate of 5% per annum and will be redeemed at par within a maximum period of 20 years from the date of issue. The appointed date for the scheme is April 01, 2025, subject to NCLT approval.