HEG NCLT nod in 2026: 1:1 HEG Graphite shares

HEG Ltd has secured a key legal approval for its corporate restructuring after the National Company Law Tribunal (NCLT), Indore Bench, sanctioned a Composite Scheme of Arrangement involving HEG Limited, HEG Graphite Limited and Bhilwara Energy Limited. The approval, disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, moves the company closer to executing a demerger that is designed to create two independently listed companies.

For shareholders, the headline term is a 1:1 entitlement. Existing HEG shareholders are set to receive one equity share of HEG Graphite Limited for every one equity share held in HEG Limited, as per the approved scheme. The scheme becomes effective after procedural steps including receiving a certified copy of the tribunal order and filing it with the Registrar of Companies (RoC).

What the NCLT Indore Bench approved

The tribunal sanctioned the Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Company disclosures said the NCLT order was uploaded on the tribunal’s website on August 18, 2026. The company announced the approval on August 19, 2026.

In the exchange filing, HEG also referenced an order dated August 13, 2026 that was uploaded on August 18, 2026 at 06:11 PM. Taken together, the disclosed documents point to the tribunal having passed the sanctioning order in mid-August and the company communicating the approval immediately after the upload and internal receipt process.

Entities covered under the composite scheme

The arrangement involves three entities and different legs of restructuring. HEG Limited is described in filings as the Demerged Company and also as the Transferee Company in the overall composite structure. HEG Graphite Limited is described as the Resulting Company for the demerger. Bhilwara Energy Limited (BEL) is described as the Transferor Company in the amalgamation leg.

According to the exchange filing summary, the scheme includes (a) demerger of the graphite business from HEG Limited into HEG Graphite Limited, and (b) amalgamation of Bhilwara Energy Limited into HEG Limited. The filing also states that certain assets and liabilities are to be transferred to Bhilwara Energy Limited as part of the overall scheme framework.

Shareholder entitlements: the 1:1 HEG Graphite allocation

The key shareholder entitlement disclosed across the reports and filings is straightforward. Every shareholder of HEG Limited will be entitled to one equity share in HEG Graphite Limited for every one share held in HEG Limited, maintaining the 1:1 allotment ratio previously communicated.

The composite scheme also includes a share exchange ratio for the amalgamation leg. As per the exchange filing, the share exchange ratio for amalgamation shares is 8:7. The same filing notes that Bhilwara Energy Limited will be dissolved without winding up upon the scheme becoming effective.

When does the scheme become effective?

The scheme is not described as effective immediately upon the tribunal’s upload. Company disclosures state the scheme becomes effective upon receipt of the certified copy of the tribunal order and filing of that certified copy with the RoC by the respective companies, in line with the terms of the scheme.

The exchange filing adds an operational timeline for compliance, stating the certified copy of the order is to be filed with the RoC within 30 days. It also notes that listing and trading permissions for the resulting listed structures are to be completed within 60 days of order receipt.

How the businesses are expected to be split

The restructuring is positioned as a separation of business focus into two listed tracks. One entity will house the graphite electrode business, while the other is expected to focus on advanced materials, battery energy solutions and renewable energy. Company and media summaries described the end state as two independently listed companies offering differentiated exposure to the businesses.

A company summary of the proposed holding structure states that HEG Greentech (listed) would house advanced battery materials, battery energy solutions and green power generation businesses, while HEG Limited (listed) would continue as the graphite electrode operations entity. The same summary disclosed promoter holding figures of 60.72% for HEG Greentech and 56.28% for HEG Limited in the proposed structure.

Effective date and other key terms disclosed

The exchange filing includes an appointed effective date for the restructuring legs, stating that the demerger of the graphite business into HEG Graphite Limited is effective from April 1, 2024, and the amalgamation of Bhilwara Energy Limited into HEG Limited is also effective from April 1, 2024.

In addition, the filing highlights that statutory and regulatory compliances, including those related to SEBI, RoC, FEMA, Income Tax and GST, are to be adhered to. It also states the scheme was approved by requisite majorities and that no objections were received, consistent with references to prior approvals by boards, shareholders and creditors.

Timeline and key facts table

Preparatory steps communicated to shareholders

HEG disclosed that it started dispatching formal communication to physical shareholders on July 29, 2026. The communication advised shareholders to dematerialize their holdings ahead of the demerger record date to support a smoother allotment process for HEG Graphite Limited shares.

While the record date was not specified in the provided text, the demat communication highlights the operational work typically required for corporate actions that involve share entitlements and new listings.

Market impact: what changes for investors and tracking

The immediate market relevance of the NCLT approval lies in execution certainty. With the tribunal sanction in place, the remaining steps are procedural and compliance-driven, including the certified-copy filing with the RoC and obtaining listing and trading permissions within the timeline referenced in the exchange filing.

For shareholders, the structure means holding exposure across two listed entities after the scheme becomes effective, supported by the disclosed 1:1 allotment for HEG Graphite Limited and the amalgamation mechanics for BEL. The split also clarifies segment-level tracking since the graphite electrode business is separated from advanced materials and clean-energy verticals, as described in the restructuring rationale.

Analysis: why the NCLT order matters in a scheme-driven split

Under Indian corporate restructuring, an NCLT sanction is the central legal checkpoint for schemes under Sections 230 to 232 of the Companies Act, 2013. The order does not by itself complete the demerger, but it enables the scheme to move into the implementation phase once the certified order is filed with the RoC.

The disclosed terms point to a design where one listed company carries the legacy manufacturing business while another listed platform is oriented toward advanced materials, battery energy solutions and renewable energy. For investors, the main analytical takeaway is that the scheme’s mechanics are now defined around share entitlements, appointed dates, and a specified compliance path for listing and trading permissions.

Conclusion

HEG’s NCLT Indore approval is a decisive step in its composite restructuring involving HEG Graphite Limited and Bhilwara Energy Limited. Shareholders are entitled to a 1:1 allotment of HEG Graphite shares for each HEG share held, with the scheme becoming effective after receipt and filing of the certified tribunal order with the RoC. The next milestones are the RoC filing within the disclosed timeline and completion of listing and trading permissions within the period referenced in the exchange filing.