HEG Limited’s Board of Directors convened on August 24, 2026, to approve a Composite Scheme of Arrangement. This scheme involves the company, HEG Graphite Limited, and Bhilwara Energy Limited. The board also sanctioned the scheme’s effectiveness date as September 1, 2026, and set September 7, 2026, as the record date for determining eligible shareholders. Key changes in board composition and senior management personnel were also approved.
Composite Scheme of Arrangement Sanctioned
The Board of Directors of HEG Limited, at its meeting held on August 24, 2026, has taken on record the certified copy of the order dated August 13, 2026, passed by the Hon’ble National Company Law Tribunal, Indore Bench, sanctioning the Composite Scheme of Arrangement. This scheme involves HEG Limited (“Company” or “Demerged Company” or “Transferee Company”), HEG Graphite Limited (“Resulting Company”), and Bhilwara Energy Limited (“Transferor Company”), along with their respective shareholders and creditors.
Scheme Effectiveness and Record Date
The Board has approved to make the Scheme effective on Tuesday, September 01, 2026, which will be designated as the “Effective Date”. In consultation with the Resulting Company, the Board has fixed Monday, September 7, 2026, as the “Record Date” for determining the shareholders of HEG Limited who are eligible to receive consideration pursuant to the Scheme.
Consideration for Shareholders
For Demerger, Transfer, and Vesting
For the demerger, transfer, and vesting of the Demerged Undertaking from HEG Limited into HEG Graphite Limited, the Resulting Company will issue and allot one (1) fully paid-up equity share of INR 2 (Indian Rupees Two only) each of the Resulting Company, credited as fully paid up, for every one (1) equity share of INR 2 (Indian Rupees Two only) each of HEG Limited, held by a shareholder as on the Record Date.
For Amalgamation of Transferor Company
For the amalgamation of Bhilwara Energy Limited (Transferor Company) with HEG Limited (Company), the Company will issue and allot eight (8) fully paid-up equity shares of INR 2 (Indian Rupees Two only) each of HEG Limited, credited as fully paid up, for every seven (7) equity shares of INR 10 (Indian Rupees Ten only) each of Bhilwara Energy Limited, held by a shareholder as on the Effective Date.
Changes in Board and Key Managerial Personnel
Subsequent to the effectiveness of the Scheme, the Board has approved several appointments and resignations to ensure continuity of the Graphite Business. These include:
- Cessations: Shri Vivek Chaudhary (Company Secretary & Compliance Officer) and Shri Ravi Kant Tripathi (Chief Financial Officer) will cease their roles consequent to their employment transfer to HEG Graphite Limited. Shri Manish Gulati will cease as Executive Director upon transfer of employment to HEG Graphite Limited. Several other senior management personnel have also been listed for cessation.
- Appointments: Ms. Neha Rajvanshi has been appointed as Chief Financial Officer and Shri Ravi Gupta as Company Secretary & Compliance Officer. Shri Riju Jhunjhunwala will be elevated to Chairman, Managing Director & Chief Executive Officer. Several individuals have been appointed as Additional Directors. Senior Management Personnel, including President – Corporate Affairs and President – Group CHRO, have also been appointed.
- Resignations: Shri Jayant Davar, Shri Priya Shankar Dasgupta, Dr. Nand Gopal Khaitan, and Shri Sandip Somany have resigned as Independent Directors to facilitate the proposed reconstitution of the Board. Dr. Kamal Gupta and Shri Shekhar Agarwal have resigned as Non-Executive Non-Independent Directors for the same reason.
Committee Reconstitution
The Board has also approved the reconstitution of the following Committees effective from September 01, 2026:
- Audit Committee: Shri Rajiv Dewan (Chairman), Smt. Ramni Nirula, Shri Sanjeev Mehra, Shri Pushp Jain, and Shri Om Prakash Ajmera.
- Nomination and Remuneration Committee: Shri Pushp Jain (Chairman), Shri Ameya Suresh Prabhu, Shri Rajiv Dewan, Shri Sanjeev Mehra, and Shri Om Prakash Ajmera.
- Stakeholders Relationship Committee: Shri Om Prakash Ajmera (Chairman), Smt. Ramni Nirula, and Shri Riju Jhunjhunwala.
- Risk Management Committee: Shri Riju Jhunjhunwala (Chairman), Shri Rajiv Dewan, and Shri Yash Kela.
- Corporate Social Responsibility & ESG Committee: Shri Ravi Jhunjhunwala (Chairman), Shri Riju Jhunjhunwala, and Shri Sanjeev Mehra.
Authorization for Disclosures
In compliance with Regulation 30(5) of Listing Regulations, the Board has authorized Shri Riju Jhunjhunwala, Shri Ravi Gupta, and Ms. Neha Rajvanshi as Key Managerial Personnel for determining the materiality of an event or information, effective September 01, 2026.
Name Change
Following the Scheme becoming effective and subject to statutory approvals, the name of “HEG Limited” is proposed to be changed to “HEG Advanced Materials Limited”. Subsequently, “HEG Graphite Limited” is proposed to be renamed as “HEG Limited”.
Source: BSE
