HEG Limited’s Board of Directors has approved September 1, 2026, as the effective date for its Composite Scheme of Arrangement. This significant development involves the amalgamation of Bhilwara Energy Limited with HEG Limited and the transfer of HEG’s demerged undertaking to HEG Graphite Limited. The board also approved changes in its composition, including appointments and resignations of directors and key managerial personnel, effective from the same date.
Scheme Effectiveness and Key Dates
HEG Limited announced that its Board of Directors, in a meeting held on August 24, 2026, has approved the Composite Scheme of Arrangement amongst HEG Limited (Company), HEG Graphite Limited (Resulting Company), and Bhilwara Energy Limited (Transferor Company). The Board has fixed Tuesday, September 01, 2026, as the ‘Effective Date’ for the scheme.
Additionally, Monday, September 7, 2026, has been set as the ‘Record Date’ for determining the shareholders of HEG Limited eligible to receive consideration pursuant to the scheme.
Consideration for Shareholders
For the demerger and transfer of the Demerged Undertaking from HEG Limited into HEG Graphite Limited, each shareholder of HEG Limited on the Record Date will receive 1 (One) fully paid-up equity share of INR 2 (Indian Rupees Two only) of the Resulting Company for every 1 (One) equity share of INR 2 (Indian Rupees Two only) held in HEG Limited.
For the amalgamation of the Transferor Company (Bhilwara Energy Limited) with HEG Limited, shareholders of the Transferor Company will receive 8 (Eight) fully paid-up equity shares of INR 2 (Indian Rupees Two only) each of HEG Limited for every 7 (Seven) equity shares of INR 10 (Indian Rupees Ten only) each of the Transferor Company.
Board Reconstitution and Key Personnel Changes
Subsequent to the scheme’s effectiveness, the Board has approved several changes in its composition and key managerial personnel. These include the cessation and appointment of directors and key personnel, effective from September 01, 2026. Notable changes include the resignation of several independent directors, including Shri Jayant Davar, Shri Priya Shankar Dasgupta, Dr. Nand Gopal Khaitan, Shri Sandip Somany, Dr. Kamal Gupta, and Shri Shekhar Agarwal, to facilitate the proposed reconstitution of the Board. New directors and additional non-executive independent directors have also been appointed.
The company also announced the reconstitution of its various committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility & ESG Committee, effective from September 01, 2026.
Company Name Change
Following the Scheme becoming effective, it is proposed that the name of ‘HEG Limited’ will be changed to ‘HEG Advanced Materials Limited’. Subsequently, ‘HEG Graphite Limited’ is proposed to be renamed as ‘HEG Limited’.
The meeting of the Board of Directors commenced at 01:30 PM IST and concluded at 04:00 PM IST on August 24, 2026.
Source: BSE
