HEG Ltd

Demerger and leadership changes

• Scheme creates two independent listed entities: HEG Graphite Limited and HEG Advanced Materials Limited.
• Effective date is September 1, 2026; record date for entitlements is September 7, 2026.
• Bhilwara Energy Limited will be amalgamated into HEG.
• Graphite electrodes business moves to HEG Graphite Limited, to be renamed HEG Limited.
• HEG will retain advanced materials, battery energy solutions, and green power businesses.
• Ravi Jhunjhunwala to lead HEG Graphite Limited as Chairman, MD & CEO.
• He will serve on HEG Advanced Materials board in a non-executive capacity.
• Riju Jhunjhunwala promoted to Chairman, MD & CEO of HEG Advanced Materials Limited for five years.
• Five independent directors appointed to HEG Advanced Materials Limited for five-year terms.
• Changes are procedural and not connected to performance or operations.

Scheme approvals and dates

• NCLT Indore sanctioned the Composite Scheme on Aug 13, 2026; Board took on record.
• Scheme to be effective on Sep 1, 2026.
• Record date for entitlement fixed at Sep 7, 2026.

Share exchange and amalgamation terms

• Demerger: Resulting Company shall issue 1 equity share of INR 2 for each HEG share.
• Amalgamation: 8 HEG shares for 7 Bhilwara Energy Transferor shares.

Board and management changes and committee reconstitution

• Vivek Chaudhary ceased as Company Secretary and KMP due to transfer.
• Neha Rajvanshi appointed CFO.
• Ravi Gupta appointed Company Secretary.
• Riju Jhunjhunwala elevated to CMD/CEO; Sept 1, 2026 to Aug 31, 2031.
• New Independent Directors: Manish Sharma, Pushp Jain, Ameya Suresh Prabhu, Rajiv Dewan.
• Additional Non-Executive Directors: Om Prakash Ajmera, Yash Kela.
• Resignations: Jayant Davar, Priya Shankar Dasgupta, Nand Gopal Khaitan, Sandip Somany.
• Puneet Anand ceased as Key Managerial Personnel.
• Name changes: HEG Limited to HEG Advanced Materials Limited.
• Name changes: HEG Graphite Limited to HEG Limited.

Regulatory, governance and disclosures

• KMPs authorized for materiality disclosures under Listing Regulations, effective Sep 1, 2026.
• Committee reconstitution aligned with SEBI LODR; effective Sep 1, 2026.

NCLT demerger approval

• NCLT Indore approved the Composite Scheme of Arrangement among HEG, HEG Graphite, and Bhilwara Energy.
• Scheme creates two independently listed companies; 1:1 equity shares to HEG shareholders.
• Effective upon certified copy filing with ROC; subject to other regulatory approvals.
• Shareholders will receive one HEG Graphite Limited share for each HEG share.
• Two platforms focus on graphite electrodes and advanced materials, with distinct capital structures.
• Demerger aims to unlock long-term value for shareholders.
• Boards, shareholders approvals completed; BSE/NSE no-objection letters obtained.

Key developments

• NCLT Indore Bench approved the Composite Scheme of Arrangement among HEG, HEG Graphite Limited and Bhilwara Energy.
• Order uploaded August 18, 2026 on NCLT website.
• Shareholders will receive one equity share of HEG Graphite Limited for each HEG share.
• Scheme enables split into two independently listed companies.
• Two independent platforms: graphite electrodes and advanced materials growth.
• Effective upon receipt of certified copy and RoC filing; subject to regulatory approvals.
• Earlier approvals from boards and shareholders; no-objection letters from BSE and NSE.
• HEG to continue graphite electrode legacy; new company to focus on advanced materials.

Scheme details

• NCLT Indore sanctioned the Composite Scheme among HEG Ltd, HEG Graphite Ltd, and Bhilwara Energy Ltd.
• Demerger: Graphite business moved from HEG Limited to HEG Graphite Limited.
• Amalgamation: Bhilwara Energy Limited amalgamated into HEG Limited.
• Appointed Date fixed at 1 April 2024; vesting occurs on the Scheme becoming effective.
• Share exchange ratios: 1:1 for the demerger; 8:7 for amalgamation.
• Post-scheme ownership: promoters’ stake in HEG rises to 60.72%.
• Transferor Bhilwara Energy Limited dissolves without winding up after the scheme.
• HEG Graphite Limited to list and commence trading within 60 days.
• Name changes: Demerged Transferee becomes HEG Greentech Limited; HEG Graphite becomes HEG Limited.
• Stock exchanges issued no-objection letters on 8–9 January 2026; SEBI/RBI compliance ongoing.

Regulatory tax audit

• IT department visited HEG's corporate office for books check from 10 to 13 August 2026.
• Officials and management co-operated fully; no interim findings disclosed in filing.
• Company reiterates commitment to ethical practices and compliance.
• Filing submitted for record; no impact on operations disclosed.