HEG Scheme Approved: 3 NCLT Meetings Clear Composite Plan

What HEG announced after the NCLT-convened meetings

HEG Limited said it has successfully conducted three meetings convened under the directions of the National Company Law Tribunal (NCLT), Indore Bench, to seek stakeholder approval for a Composite Scheme of Arrangement. The meetings covered equity shareholders, secured creditors, and unsecured creditors, and were held on May 5, 2026.

Across all three constituencies, HEG reported that the resolutions relating to the Composite Scheme of Arrangement among HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited were passed with the requisite majority. The company said the voting results, along with the Scrutinizer’s consolidated report dated May 6, 2026, have been submitted to the stock exchanges and hosted on HEG’s website.

The legal framework and NCLT order behind the vote

The meetings were conducted pursuant to an order of the Hon’ble NCLT, Indore Bench dated March 26, 2026. HEG stated the stakeholder approvals were sought under Sections 230 to 232 of the Companies Act, 2013, which govern compromises, arrangements, and mergers.

HEG also described the meetings as part of a composite scheme intended to reorganise the companies and the position of their shareholders and creditors. The company has indicated that the results will be reported to the Hon’ble NCLT, Indore Bench, as the next step in the process.

How the three meetings were conducted

HEG said all three meetings were held sequentially on the same day at the company’s registered office in Mandideep, Madhya Pradesh. The meetings were conducted through Video Conferencing (VC) and Other Audio-Visual Means (OAVM), in line with the applicable directions and disclosures.

Advocate Ritesh Kumar Sharma chaired all the sessions, with Company Secretary Vivek Chaudhary assisting. S. Alam Khan of Alam Khan & Co. was appointed as the Scrutinizer to oversee the voting process.

Meeting schedule and timings on May 5, 2026

The meetings were held for three different stakeholder classes and followed a set schedule.

Equity shareholders: turnout, voting base, and approval level

HEG said 66 shareholders attended the equity shareholders meeting through VC/OAVM. For e-voting eligibility, the record date was April 28, 2026, and HEG disclosed that 1,37,819 shareholders held 19,29,77,530 equity shares of face value Rs. 2 each as on that date.

The company reported 374 valid e-ballots were received. The resolution was approved with 99.9997% of votes in favour.

HEG also disclosed a consolidated voting line item showing: total votes of 139,241,772, with 99.9997% in favour (and 388 votes against), and a percentage figure of 72.15 referenced in the filing table.

Secured creditors: unanimous vote and outstanding debt disclosed

For secured creditors, HEG reported 100% participation, with all five secured creditors voting in favour of the resolution. The company disclosed the outstanding secured debt at Rs. 5,59,55,57,560, which is about INR 559.56 crore.

HEG said the secured creditors were provided remote e-voting facilities from May 1 to May 4, 2026, and voting was also enabled during the meeting for those who had not voted earlier.

Unsecured creditors: participation, debt represented, and result

For unsecured creditors, HEG reported that 40 out of 281 unsecured creditors attended the meeting. The company said 47 valid e-ballots were received, representing a debt value of Rs. 5,75,78,65,358, which is about INR 575.79 crore.

HEG further disclosed that the votes represented 91.76% of the total outstanding unsecured debt of Rs. 6,27,50,83,062, or about INR 627.51 crore. The resolution for unsecured creditors was passed with 100% votes in favour.

Remote e-voting window and key cut-offs

HEG’s filings referenced a remote e-voting window that opened on May 1, 2026 at 9:00 AM (IST) and closed on May 4, 2026 at 5:00 PM (IST). The equity shareholder record date for e-voting was April 28, 2026.

The company’s meeting notices and explanatory materials were made available through official websites, as part of the scheme approval process.

What happens next: reporting to NCLT and process milestones

HEG said the Scrutinizer’s consolidated report dated May 6, 2026 has been submitted to the exchanges and uploaded on the company’s website. The company also stated that the results will be reported to the Hon’ble NCLT, Indore Bench.

Separately, HEG’s earlier disclosures around the scheme timeline noted that the boards of the three companies approved the scheme on March 10, 2025, and HEG received observation letters from BSE and NSE in January 2026, enabling filing with NCLT. HEG has also indicated that, if the scheme is sanctioned after stakeholder approvals, the overall process was expected to be completed by June to July 2026.

Market snapshot included in the disclosures

The provided market data snapshot showed HEG’s share price at Rs. 593.25 with a 1-day move of -2.10%, and 1-year returns of +26.71%. This price and return data appeared alongside the broader set of corporate updates and was not directly linked to any intraday reaction to the meeting outcome.

Why the vote matters for the scheme process

Under Sections 230 to 232 of the Companies Act, 2013, stakeholder approval is a key procedural milestone in a composite scheme process. HEG’s disclosure that equity shareholders approved the scheme with 99.9997% votes in favour, and that both secured and unsecured creditors approved it with 100% votes in favour, indicates that the company has secured the required stakeholder consents it sought through the NCLT-convened meetings.

The next formal step described by HEG is reporting the results to the NCLT, Indore Bench, which will consider the scheme in line with applicable procedures. The company’s filings also underline the compliance architecture used for the meetings, including VC/OAVM participation and the appointment of an independent Scrutinizer to oversee the e-voting process.

Conclusion

HEG has reported that its equity shareholders and both creditor classes approved the Composite Scheme of Arrangement involving HEG Graphite Limited and Bhilwara Energy Limited at NCLT-convened meetings held on May 5, 2026. The company has submitted the voting outcome and the Scrutinizer’s consolidated report dated May 6, 2026 to the exchanges and will report the results to the NCLT, Indore Bench for further proceedings.