HEG restructuring: NCLT order awaited, ₹5,500cr capex

What HEG is trying to achieve

HEG Limited has laid out a corporate restructuring plan aimed at creating two focused, listed businesses. The intent is to keep the legacy graphite electrode operations within HEG Limited, while carving out a separate Greentech platform for new energy businesses. The company is pursuing this through a Composite Scheme of Arrangement that requires approval from the National Company Law Tribunal (NCLT). Management has said it will inform stock exchanges once the NCLT pronounces its order and the order is published on the NCLT website. The proposal matters because it changes how investors will view HEG’s growth investments relative to its established graphite electrode business. It also formalises the corporate structure around a large capex programme.

Composite Scheme of Arrangement: entities and structure

The Composite Scheme of Arrangement involves three entities: HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited. In the scheme, HEG Graphite Limited is described as the Resulting Company, while Bhilwara Energy Limited (BEL) is described as the Transferor Company. HEG Limited is referred to as the Demerged Company and also as the Transferee Company in the scheme documents. The arrangement pertains to shareholders and creditors connected to the matter before the NCLT. The company has positioned the restructuring as a way to separate the graphite electrode business from emerging Greentech operations. Once sanctioned, the scheme is expected to result in two listed entities aligned to two distinct business tracks.

NCLT status: order reserved after July 2, 2026 hearing

The NCLT, Indore Bench, has reserved its order on HEG’s composite scheme following a hearing held on July 2, 2026. The company has stated that the final order is awaited. The matter relates to Company Scheme Petition No. C.P.(CAA)/3/MP/2026, connected with Company Scheme Application No. C.A.(CAA)/1/MP/2026. HEG has indicated it will provide updates after the order is pronounced. Until that decision arrives, the scheme remains pending and the corporate reorganisation has not yet taken effect.

Stakeholder approvals: voting completed on May 5, 2026

Before the final tribunal sanction, HEG has already completed NCLT-convened meetings of key stakeholder classes. The company held meetings for equity shareholders, secured creditors, and unsecured creditors on May 5, 2026. According to HEG, each class approved the relevant resolution with the requisite majority. Equity shareholders voted 99.9997% in favour. Secured creditors and unsecured creditors approved the scheme with 100% votes in favour. HEG has also linked this process to an NCLT order dated March 26, 2026, which directed the convening of the meetings.

What sits where: graphite electrodes vs Greentech platform

HEG has outlined how the post-restructuring businesses will be organised. HEG Limited is expected to continue operating the graphite electrode business. The Greentech activities will be housed in a separate platform, described as HEG Greentech, which will include advanced battery materials and green power. The company has described the end state as two listed entities: one aligned to graphite electrodes and another aligned to battery materials and green power. This separation is intended to create clearer operational and capital allocation focus across the two verticals.

Expansion targets disclosed for HEG Greentech

Alongside the scheme narrative, HEG has disclosed operational targets tied to the Greentech vehicle once the restructuring becomes effective. For anode materials, the company has stated a target capacity of 60,000 MT by FY32. For battery energy solutions, the company has stated a target of 6 GWh by H2 FY27. These targets are presented as part of the expansion plan that will sit within HEG Greentech. HEG Limited, by contrast, is described as continuing with graphite electrode operations without being merged into the Greentech platform.

Capex plan: ₹5,500 crore and funding mix

HEG has put a headline capex figure on the new ventures associated with the Greentech expansion. The company has outlined a ₹5,500 crore capex plan. The funding mix disclosed includes ₹4,000 crore from debt and ₹1,500 crore from equity. This provides investors a clearer view of how the company expects to finance the build-out of the new businesses. The separation into two listed entities also aligns with the narrative of ring-fencing growth investments from the mature core business.

Key facts table

Why the tribunal order is the next key trigger

With voting concluded and the order reserved, the next concrete milestone is the NCLT’s final sanction. The company has explicitly said it will update BSE and NSE after the order is pronounced and published on the NCLT website. For investors following the restructuring, the tribunal decision determines when the separation can be implemented. The scheme is being processed under Sections 230 to 232 of the Companies Act, 2013, which govern compromise and arrangements including mergers and demergers. Until the order arrives, HEG remains in a waiting period, and the proposed two-entity structure remains a plan rather than an executed change.

Conclusion

HEG’s proposed restructuring is designed to separate its graphite electrode business from an emerging Greentech platform focused on battery materials and green power. The company has already secured strong shareholder and creditor approvals and has disclosed a ₹5,500 crore capex plan with a defined debt-equity mix, along with capacity targets for the Greentech vertical. The immediate next step is the NCLT Indore Bench’s pronouncement of its reserved order from the July 2, 2026 hearing. HEG has stated it will inform the exchanges once the order is issued and published.