HEG Composite Scheme: NCLT Order, 1:1 Demerger 2026

What has changed for HEG shareholders

HEG Limited is waiting for a key legal milestone in its Composite Scheme of Arrangement involving HEG Graphite Limited and Bhilwara Energy Limited (BEL). The National Company Law Tribunal (NCLT), Indore Bench, heard the matter on July 2, 2026, and reserved its order. HEG has said it will inform BSE Limited and the National Stock Exchange of India Limited once the order is pronounced and uploaded on the NCLT website. In parallel, shareholders are being asked to complete demat and KYC formalities ahead of the record date, so share entitlements can be credited smoothly. The broader plan is to separate the graphite electrode business from emerging Greentech operations through a single composite transaction.

NCLT Indore hearing: where the process stands

The NCLT proceeding relates to Company Scheme Petition No. C.P.(CAA)/3/MP/2026, connected with Company Scheme Application No. C.A.(CAA)/1/MP/2026. The tribunal reserved its order after the hearing held on July 2, 2026, and the order is currently awaited. HEG has communicated that it will update stock exchanges promptly when the order is pronounced. Until that happens, the scheme remains pending final sanction from the tribunal.

Who is involved in the composite scheme

The composite scheme ties together three entities and assigns each a specific role in the restructuring. The structure is designed to reorganise the business lines into separate listed vehicles after approvals and regulatory steps are completed.

The scheme mechanics: demerger first, amalgamation next

The composite plan has been described as a two-part corporate move bundled into one scheme, with an appointed date of 1 April 2024. Step one is the demerger, where the graphite electrode business is carved out into HEG Graphite Limited. On the record date, every HEG shareholder is set to receive one equity share of HEG Graphite Limited for every one equity share held in HEG Limited. This is followed by a renaming and separate listing, creating a pure-play graphite company.

Step two is the amalgamation. BEL, described as an associate company housing two hydro assets, is to merge into the existing HEG Ltd. BEL’s outside shareholders are slated to receive 8 HEG shares for every 7 BEL shares held, based on a ratio set by independent valuers. After this, the existing HEG entity is to be renamed HEG Greentech Limited. As described, a shareholder who owns HEG today would end up owning two listed companies - the graphite pure-play and the clean-tech platform.

Key entitlement ratios and share details

The scheme document specifies the shareholder entitlement for the resulting graphite entity and provides basic share details used for the distribution. The entitlement ratio described applies to eligible shareholders whose names appear in the register of members and depository records on the record date.

HEG’s equity shares carry a face value of ₹2, as stated in the scheme-related communication.

Demat and KYC: what physical shareholders are being asked to do

HEG has directed physical shareholders to dematerialize shares and update KYC details before the record date to receive the 1:1 equity entitlement in HEG Graphite Limited. The stated objective is to facilitate seamless credit of shares in the resulting company pursuant to the scheme. Physical shareholders are asked to open a demat account with a SEBI-registered depository participant of NSDL or CDSL if they do not have one. They are also asked to ensure PAN, Aadhaar, address, bank details, nomination, mobile number, email ID, and specimen signature are updated with the RTA in line with applicable SEBI circulars.

For documentation, shareholders are asked to send self-attested copies of PAN and Aadhaar, filled ISR-1 and ISR-2, the SH-13 form, and an original cancelled cheque to MCS Share Transfer Agent Limited. The documents can be submitted to the RTA office at Okhla Industrial Area, New Delhi, or via email at helpdeskdelhi@mcsregistrars.com. HEG has also stated that it continues to hold shares of the resulting company in trust for shareholders until details are provided and verified.

Investor meetings and how HEG is framing the Greentech strategy

HEG announced physical institutional investor meetings and a Non-Deal Roadshow in Mumbai on July 15 and 16, 2026, focused on its Greentech business. The discussions are expected to cover the composite scheme, which the company says has received board and regulatory approvals but is awaiting NCLT sanction. The company’s stated aim is to create a dedicated Greentech platform while keeping the graphite electrode business separate. The Greentech platform is described as including advanced battery materials, graphene, and green power generation.

Capex plan and operating targets disclosed so far

HEG has outlined a ₹5,500 crore capex plan for the Greentech platform, comprising ₹4,000 crore in debt and ₹1,500 crore in equity. Subject to NCLT sanction, HEG Greentech is expected to be the vehicle for expansion in anode materials, with a stated target of 60,000 MT by FY32, and battery energy solutions, with a stated target of 6 GWh by H2 FY27. HEG Limited would continue to run the graphite electrode business.

Other disclosures: dividend and business footprint

HEG is among India’s leading graphite electrode manufacturers and is part of the LNJ Bhilwara Group. It has been described as the owner of the world’s largest single-site graphite electrode plant, with a 100,000-TPA facility. It has also been described as holding captive power, a treasury, and an approximately 10% stake in GrafTech, alongside three wholly owned subsidiaries. Separately, the company has announced a final dividend of ₹3.40 per equity share, with a trailing twelve-month dividend yield of 0.30%.

Trade investigation update: US Commerce flags preliminary duty

In another development, the U.S. Department of Commerce has preliminarily found that HEG likely received unfair subsidies and set a preliminary countervailing duty rate of 6.99%. The finding is part of an active trade investigation, with the final decision scheduled for December 8, 2026. While this is a preliminary determination, it adds a distinct regulatory track for investors to monitor alongside the domestic restructuring process.

Why the NCLT order matters from here

The immediate next trigger for the scheme is the NCLT’s pronouncement on the petition heard on July 2, 2026. HEG has indicated it will notify exchanges once the order is available on the tribunal’s website, which would clarify the next procedural steps for implementation. For shareholders, the operational takeaway in the interim is the need to complete demat and KYC requirements if holdings are in physical form. For the company, the scheme is positioned as a way to provide focused access to distinct business lines, through separate listed entities aligned to graphite electrodes and Greentech operations.