HEG Scheme Approved: 99.9997% Shareholder Yes in 2026

What HEG announced and why it matters

HEG Limited has reported that its Composite Scheme of Arrangement involving HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited has cleared a key shareholder and creditor voting milestone. The company said three meetings convened under the directions of the National Company Law Tribunal (NCLT), Indore Bench were held on May 5, 2026. Equity shareholders approved the resolution with 99.9997% votes in favour. Secured creditors and unsecured creditors passed the resolution with 100% votes in favour.

The meetings were conducted via Video Conferencing (VC) and Other Audio-Visual Means (OAVM). HEG said the meetings were held pursuant to the NCLT Indore Bench order dated March 26, 2026. The voting results, along with the Scrutinizer’s consolidated report dated May 6, 2026, were submitted to stock exchanges and hosted on the company’s website. The company also said the results will be reported to the NCLT, Indore Bench.

NCLT order and the companies covered in the scheme

The Composite Scheme is being considered under Sections 230 to 232 of the Companies Act, 2013. HEG’s filing describes the proposal as a Composite Scheme of Arrangement among HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited. The meetings were convened for HEG Limited’s stakeholders, specifically its equity shareholders, secured creditors, and unsecured creditors.

The broader NCLT direction referenced in the information provided also recorded that consent affidavits were obtained from equity shareholders of HEG Graphite Ltd and unsecured creditors of Bhilwara Energy Ltd, and their meetings were dispensed with. It further noted that none of the applicant companies have preference shareholders, and that HEG Graphite Ltd and Bhilwara Energy Ltd do not have secured creditors, while HEG Graphite Ltd also has no unsecured creditors.

How the May 5 meetings were conducted

HEG said all three meetings were held sequentially on May 5, 2026 at the company’s registered office in Mandideep, Madhya Pradesh, while being conducted through VC/OAVM. Advocate Ritesh Kumar Sharma chaired the sessions. Company Secretary Vivek Chaudhary assisted in the proceedings.

S. Alam Khan of Alam Khan & Co. was appointed as the Scrutinizer to oversee the voting process. Stakeholders were given remote e-voting facilities from May 1 to May 4, 2026, and e-voting during the meeting for those who had not voted remotely.

Meeting schedule and duration

The filing provided start and conclusion times for each of the three NCLT-convened meetings held on May 5, 2026.

Equity shareholders: turnout, record date, and voting split

For the equity shareholders’ meeting, HEG said 66 shareholders attended via VC/OAVM. The record date for e-voting was April 28, 2026. As of the record date, HEG reported 137,819 shareholders holding 192,977,530 equity shares of face value Rs 2 each.

A total of 374 valid e-ballots were received. The company reported that the resolution was passed with 99.9997% votes in favour. The only votes against were from the public non-institution category.

Voting results across shareholder categories

HEG disclosed the voting by category, including promoter and promoter group, public institutions, and public non-institutions.

Secured and unsecured creditors: participation and debt values

HEG said the secured creditors’ meeting saw 100% participation, with all five creditors voting in favour. The outstanding secured debt was reported at Rs 559.56 crore.

For the unsecured creditors’ meeting, HEG said 40 out of 281 creditors attended. A total of 47 valid e-ballots were received, representing a debt value of Rs 575.79 crore. This was stated as 91.76% of the total outstanding unsecured debt of Rs 627.51 crore. Both secured and unsecured creditor classes passed the resolution with 100% votes in favour.

What was filed and what happens next at NCLT

HEG said the Scrutinizer’s consolidated report was issued on May 6, 2026, and that the voting results were submitted to the exchanges and hosted on the company’s website. The company also said the results will be reported to the Hon’ble NCLT, Indore Bench.

Some market updates around the same set of meetings had described voting outcomes and the Scrutinizer’s report as pending. HEG’s subsequent disclosure, as summarised here, provides the final reported voting outcome across equity shareholders and both creditor classes.

Market impact: what the approvals change for stakeholders

The approvals indicate that the scheme has received the requisite majority support from HEG Limited’s equity shareholders and creditor classes through the NCLT-directed process. The company’s disclosure specifically confirms near-unanimous shareholder support and unanimous creditor support, which are key procedural steps for a scheme under Sections 230 to 232.

The next step, as stated, is reporting the results to the NCLT, Indore Bench. Any further movement on implementation depends on subsequent tribunal and regulatory processes. The disclosure is based on regulatory filings made to the stock exchanges.

Why this vote is a key milestone in the composite scheme

The NCLT order dated March 26, 2026 set the framework for stakeholder meetings via VC/OAVM and electronic voting. HEG also referenced that the NCLT order came after the company received observation letters from BSE and NSE in January 2026.

By completing the three mandated HEG Limited stakeholder meetings on a single day and reporting the voting outcome, the company has cleared a major compliance and process checkpoint. The filing also lays out the specific participation and voting values for each class, including debt values represented in the creditor votes.

Conclusion

HEG Limited has reported that all three NCLT-convened meetings held on May 5, 2026 approved the Composite Scheme of Arrangement involving HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited. Equity shareholders supported the resolution with 99.9997% votes in favour, while secured and unsecured creditors approved it unanimously. The company has said the Scrutinizer’s consolidated report dated May 6, 2026 has been submitted to the exchanges and the results will be reported to the NCLT, Indore Bench for the next stage of the process.