HEG demerger gets NCLT nod in 2026: 1:1 swap

What HEG announced to exchanges

HEG Ltd, a Noida-based graphite electrode manufacturer, informed stock exchanges that the National Company Law Tribunal (NCLT), Indore Bench, has sanctioned its Composite Scheme of Arrangement. The scheme involves HEG Limited, HEG Graphite Limited and Bhilwara Energy Limited, along with their respective shareholders and creditors. The disclosure was made under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The company shared that a copy of the tribunal order has been made available through the exchange filing. The approval is positioned as a key regulatory step needed to move the restructuring into implementation. The company has previously indicated that the transaction is designed to separate businesses into distinct listed structures. The filing also reiterates that the scheme is framed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

NCLT order: dates and publication details

HEG stated that the order passed by the NCLT, Indore Bench sanctioning the scheme was uploaded on the tribunal’s website on August 18, 2026, at 06:11 PM. Separately, the exchange communication referenced the order as dated August 13, 2026. HEG announced the receipt of the approval on August 19, 2026. The company’s update places the tribunal sanction as the enabling event that allows the scheme to move from approvals to execution steps. The filing emphasises that the scheme becomes effective only after the certified copy of the order is received. It also requires filing of the certified copy with the Registrar of Companies (RoC) by the respective companies in line with the scheme’s terms. Until that filing is completed, the scheme does not become effective.

What the composite scheme covers

The composite arrangement includes a demerger and an amalgamation, as described in the exchange filing. Under the scheme, the graphite business is to be demerged from HEG Limited into HEG Graphite Limited. The filing also states that Bhilwara Energy Limited is to be amalgamated into HEG Limited. These steps are part of a broader corporate restructuring that, according to the company’s disclosures, is intended to create two independently listed entities with separate capital structures and distinct leadership mandates. The scheme documentation referenced in the filing also notes that Bhilwara Energy Limited will be dissolved without winding up upon the scheme becoming effective. HEG further disclosed that all statutory and regulatory compliances, including those relating to SEBI, RoC, FEMA, Income Tax and GST, are to be adhered to under the scheme.

Share entitlement: what HEG shareholders get

A central feature for investors is the share entitlement in the resulting company. HEG has stated that shareholders of HEG Limited will receive one equity share of HEG Graphite Limited for every one share held in HEG Limited. This 1:1 ratio has been repeated consistently in the company’s disclosures and summaries of the scheme. The exchange filing also mentions a separate share exchange ratio of 8:7 for the amalgamation leg. The company’s communications in the provided text do not detail the full mechanics of the 8:7 ratio beyond stating it as a scheme term. For HEG shareholders, the immediate takeaway highlighted by the company is the 1:1 entitlement into HEG Graphite Limited, subject to the scheme becoming effective.

Business split: two listed entities with different focus areas

HEG’s communications say the demerger will result in two independently listed companies. Under the restructuring, one entity will house the graphite electrode business. The other will focus on advanced materials, battery energy solutions and renewable energy, according to the exchange-linked summaries provided. HEG has also been described as a leading global manufacturer of graphite electrodes in the same set of materials. The stated objective is a cleaner separation between business profiles under different listed vehicles. The filings and summaries emphasise that the post-scheme structure is intended to provide differentiated exposure to the businesses, rather than keeping them under a single listed balance sheet.

When the scheme becomes effective

The NCLT sanction does not, by itself, make the scheme effective. HEG has said the scheme will become effective once the certified copy of the tribunal order is received and filed with the RoC. The exchange filing adds an execution timeline requirement that the certified copy of the order is to be filed with the RoC within 30 days. It also states that listing and trading permissions are to be completed within 60 days of receipt of the order. These timelines are part of the operational steps that follow tribunal approval and are relevant for investors tracking when the corporate actions may translate into listing and trading changes.

Effective date stated in the filing

The exchange filing includes an “effective from” reference for the restructuring legs. It states that the demerger of the graphite business from HEG Limited to HEG Graphite Limited is effective from April 1, 2024. It also states that the amalgamation of Bhilwara Energy Limited into HEG Limited is effective from April 1, 2024. These dates are included as part of the scheme terms referenced in the filing. The company’s updates in the provided text do not add further financial restatement details tied to these dates. Investors typically monitor subsequent company communications for the implementation milestones once RoC filings are completed.

Approvals already obtained before NCLT sanction

HEG’s disclosures note that the NCLT approval follows earlier approvals from the boards and shareholders of the involved companies. The scheme also received approval from equity shareholders and secured and unsecured creditors of HEG Ltd and Bhilwara Energy Ltd, as stated in the material provided. In addition, HEG has cited no-objection letters from BSE and the National Stock Exchange of India (NSE). These steps form part of the standard regulatory and stakeholder approval chain for schemes of arrangement in India. With tribunal sanction now obtained, the remaining steps are primarily procedural and compliance-linked, culminating in RoC filings and listing permissions.

Shareholder communication and demat readiness

One of the updates in the provided text references shareholder preparedness steps ahead of the demerger. It states that on July 29, 2026, the company commenced dispatching communication to physical shareholders advising them to dematerialize their holdings ahead of the demerger’s record date. The record date itself is not specified in the supplied material. Still, the reference signals that the company had started operational communication ahead of the final tribunal clearance. For investors holding shares in physical form, such communications typically matter because corporate actions involving share allotments are smoother in demat format.

Key facts at a glance

Market impact and why this matters for investors

From an equity-market perspective, the NCLT sanction is a key gating approval because it converts a board and shareholder-approved plan into a court-sanctioned scheme. The disclosures emphasise that the restructuring will create two listed entities, which can change how investors value and track the businesses. The 1:1 entitlement is the most direct shareholder-facing term, because it defines how equity holders participate in the resulting listed structure. The post-approval steps, including RoC filing and listing permissions within the timelines cited in the exchange filing, become the next checkpoints. Separately, the scheme includes both a demerger and an amalgamation, which is relevant for tracking corporate structure changes beyond the share entitlement alone. As stated, the scheme also requires compliance with multiple statutory and regulatory frameworks, which typically shapes the sequencing of final implementation actions.

Conclusion

HEG’s NCLT approval from the Indore Bench clears an essential regulatory hurdle for its composite arrangement involving HEG Graphite and Bhilwara Energy. The 1:1 share entitlement for HEG shareholders into HEG Graphite remains the key term highlighted in the disclosures. The scheme will become effective after the certified copy of the tribunal order is received and filed with the RoC, with the exchange filing also pointing to defined timelines for RoC filing and listing permissions. Investors will likely track subsequent filings for completion of these steps and the operational milestones linked to listing and trading approvals.