HEG Limited announced that its Board of Directors has approved the Scheme becoming effective on September 1, 2026. This follows the sanction of the Composite Scheme of Arrangement by the National Company Law Tribunal on August 13, 2026. The scheme involves a demerger and amalgamation, leading to a change in the company’s name to HEG Advanced Materials Limited and subsequent renaming of HEG Graphite Limited to HEG Limited. Shareholders will receive one equity share of the Resulting Company for every one equity share held in HEG, and shareholders of Bhilwara Energy Limited will receive 8 equity shares of HEG for every 7 shares in Bhilwara Energy.
Key Scheme Effective Date Confirmed
HEG Limited has confirmed that its Composite Scheme of Arrangement will become effective on Tuesday, September 1, 2026. This crucial milestone follows the sanction of the scheme by the Hon’ble National Company Law Tribunal, Indore Bench, on August 13, 2026. The scheme involves a composite arrangement between HEG Limited (as the Demerged/Transferee Company), HEG Graphite Limited (as the Resulting Company), and Bhilwara Energy Limited (as the Transferor Company).
Corporate Structure and Name Changes
As part of the scheme, the name of “HEG Limited” is proposed to be changed to “HEG Advanced Materials Limited”. Subsequently, “HEG Graphite Limited” is slated to be renamed as “HEG Limited”. These changes are subject to the approval of the Registrar of Companies and other statutory authorities.
Shareholder Consideration Details
The Board has set Monday, September 7, 2026, as the Record Date for determining shareholders eligible for consideration under the Scheme. The consideration for the demerger and transfer of the Demerged Undertaking from HEG Limited into HEG Graphite Limited will be one fully paid-up equity share of INR 2 of HEG Graphite Limited for every one equity share of INR 2 held in HEG Limited.
For the amalgamation of Bhilwara Energy Limited (Transferor Company) with HEG Limited, shareholders of the Transferor Company (excluding HEG itself) will receive 8 fully paid-up equity shares of INR 2 each of HEG Limited for every 7 equity shares of INR 10 each held in Bhilwara Energy Limited.
Board and Key Managerial Personnel Changes
The Board meeting also noted several changes in directorships and Key Managerial Personnel (KMP) effective from the Scheme’s effectiveness date, September 1, 2026. These include cessations, appointments, and resignations to facilitate the proposed reconstitution of the Board. Notable changes include:
- Shri Vivek Chaudhary and Shri Ravi Kant Tripathi will cease as Company Secretary & Compliance Officer and Chief Financial Officer, respectively, consequent to their employment transfer to HEG Graphite Limited.
- Ms. Neha Rajvanshi will be appointed as Chief Financial Officer and Shri Ravi Gupta as Company Secretary & Compliance Officer.
- Shri Ravi Jhunjhunwala will relinquish his roles as Chairman, Managing Director, and CEO to continue as a Non-Executive Non-Independent Director.
- Shri Riju Jhunjhunwala will be elevated from Vice-Chairman to Chairman, Managing Director & Chief Executive Officer.
- Several directors, including Shri Jayant Davar, Shri Priya Shankar Dasgupta, Dr. Nand Gopal Khaitan, and Shri Sandip Somany, have resigned to facilitate the Board’s reconstitution.
- Dr. Kamal Gupta and Shri Shekhar Agarwal have also resigned as Non-Executive Independent Directors.
- New Additional Directors have been appointed, including Shri Manish Sharma, Shri Pushp Jain, Shri Sanjeev Mehra, Shri Ameya Suresh Prabhu, and Shri Rajiv Dewan.
- Several senior management personnel have also transitioned as part of the scheme.
Committee Reconstitutions
The Board also approved the reconstitution of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility & ESG Committee, effective from September 1, 2026.
Source: BSE
