HEG Limited has announced that its Board of Directors, at a meeting held on August 24, 2026, approved making the composite scheme of arrangement effective on September 01, 2026. This scheme involves a demerger and amalgamation with HEG Graphite Limited and Bhilwara Energy Limited, respectively. The company also fixed September 7, 2026, as the record date for determining eligible shareholders. Further, the Board noted changes in directorship and committee compositions following the scheme’s effectiveness.
Scheme of Arrangement Details
HEG Limited’s Board of Directors, in their meeting on August 24, 2026, has approved the composite scheme of arrangement to become effective on Tuesday, September 01, 2026. This scheme involves the demerger, transfer, and vesting of the Demerged Undertaking from HEG Limited (the “Company” or “Demerged Company”) into HEG Graphite Limited (the “Resulting Company”). Additionally, Bhilwara Energy Limited (the “Transferor Company”) will be amalgamated with the Company. The National Company Law Tribunal, Indore Bench, had previously sanctioned this scheme on August 13, 2026.
Shareholder Consideration and Record Date
As per the scheme, each shareholder of the Company as of 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 the Company. For the amalgamation of the Transferor Company, each shareholder of the Transferor Company will receive 8 (Eight) fully paid-up equity shares of INR 2 of the Company for every 7 (Seven) equity shares of INR 10 held in the Transferor Company. The Record Date for determining eligible shareholders for this consideration has been fixed as Monday, September 7, 2026.
Key Personnel and Committee Changes
Subsequent to the scheme’s effectiveness, the Board has approved several changes in directorship and Key Managerial Personnel (KMP). These include the cessation and appointment of individuals, such as Shri Vivek Chaudhary and Shri Ravi Kant Tripathi ceasing as Company Secretary and Chief Financial Officer, respectively, and Ms. Neha Rajvanshi and Shri Ravi Gupta being appointed as Chief Financial Officer and Company Secretary, respectively. The resignations of several Independent Directors, including Shri Jayant Davar, Shri Priya Shankar Dasgupta, Dr. Nand Gopal Khaitan, and Shri Sandip Somany, were accepted to facilitate the proposed reconstitution of the Board. Several new directors have been appointed as Additional Directors. The Board has also approved the reconstitution of various committees, including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, effective from September 01, 2026.
Company Name Change
Furthermore, pursuant to the scheme and subject to approvals from the Registrar of Companies and other statutory authorities, 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
