HEG restructuring scheme clears all 3 votes in 2026

What HEG announced

HEG Limited said it has successfully completed three meetings convened under the directions of the National Company Law Tribunal (NCLT), Indore Bench, with stakeholders voting on a Composite Scheme of Arrangement involving HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited. The meetings were held on May 5, 2026, and covered HEG’s equity shareholders, secured creditors, and unsecured creditors. According to the company, each class approved the resolution with the requisite majority. The equity shareholder vote recorded 99.9997% support, while both secured and unsecured creditor classes approved the scheme with 100% votes in favour. The process follows the NCLT’s order dated March 26, 2026.

NCLT process and the companies involved

The Composite Scheme of Arrangement has been placed under Sections 230 to 232 of the Companies Act, 2013. HEG’s filing references the Indore bench’s directions for convening stakeholder meetings through video conferencing (VC) and other audio-visual means (OAVM), with electronic voting and remote e-voting facilities. The scheme is among three entities: HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited. Separately, the tribunal also recorded that certain meetings for other stakeholder classes in the group structure were not required, including where consent affidavits were obtained and where certain classes of shareholders or creditors did not exist.

How the May 5 meetings were conducted

All three HEG meetings were conducted on May 5, 2026, via VC/OAVM and were held sequentially at the company’s registered office in Mandideep, Madhya Pradesh. Advocate Ritesh Kumar Sharma chaired all sessions, with Vivek Chaudhary, Company Secretary, assisting in the proceedings. S. Alam Khan of Alam Khan & Co. was appointed as the Scrutinizer. The meetings covered quorum, the availability of remote e-voting, and voting during the meeting for eligible participants who had not voted earlier.

Meeting schedule at a glance

Equity shareholder vote: turnout and outcome

HEG reported that 66 equity shareholders attended the meeting through VC/OAVM. The record date for e-voting was April 28, 2026. As on that record date, the company disclosed 1,37,819 shareholders holding 19,29,77,530 equity shares of face value Rs. 2 each. A total of 374 valid e-ballots were received. The resolution was approved with 99.9997% of votes in favour, with 388 votes recorded against the resolution in the consolidated tally shared by the company.

Equity voting breakdown shared by HEG

Secured and unsecured creditors: participation and debt value

For the secured creditors’ meeting, HEG disclosed 100% participation, with all five secured creditors voting in favour. The outstanding secured debt disclosed by the company was about Rs. 559.56 crore.

For the unsecured creditors’ meeting, HEG said 40 out of 281 unsecured creditors attended. A total of 47 valid e-ballots were received, representing a debt value of about Rs. 575.79 crore, which the company said was 91.76% of the total unsecured outstanding of about Rs. 627.51 crore. HEG stated that unsecured creditors also passed the resolution with 100% votes in favour.

Background: what led to these meetings

The filings referenced that the boards of the three companies had approved the proposal earlier on March 10, 2025. The NCLT’s March 26, 2026 order directing the meetings followed after HEG received observation letters from BSE and NSE in January 2026. In the tribunal’s directions, meetings for certain other stakeholder classes across the structure were dispensed with, including where consents were already on record or where specific creditor classes were not present.

What investors typically track from here

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

Separately, the company had earlier indicated an estimated completion window of June to July 2026 for the restructuring process. Any further steps are expected to be anchored around the tribunal’s process and subsequent regulatory filings required to implement the scheme.

Market impact

The immediate market relevance of the filing is that HEG has reported approvals across all required stakeholder classes within HEG Limited for the scheme placed under Sections 230 to 232. The equity vote was effectively unanimous at 99.9997% in favour, and both creditor groups reported 100% support, with disclosed debt values of Rs. 559.56 crore (secured outstanding) and Rs. 575.79 crore represented by unsecured e-ballots out of Rs. 627.51 crore total unsecured outstanding. These data points help investors assess whether the process has cleared the principal voting thresholds before the NCLT stage progresses. The disclosures also show the scale of creditor exposure participating in the vote, and the level of representation on the unsecured side.

Analysis: why the approvals matter

Under the Companies Act route used for schemes of arrangement, the court-convened meeting outcomes are a central procedural milestone. HEG’s disclosure indicates that each HEG stakeholder class that was required to vote has approved the scheme, reducing one layer of execution risk associated with fragmented stakeholder support.

It also highlights how the tribunal structured the process by dispensing with meetings in cases where stakeholder classes were not present or where consents were obtained, leaving HEG Limited’s key stakeholder meetings as the primary voting events. For investors, the next practical checkpoint is the reporting to the NCLT and the tribunal’s subsequent consideration of the scheme based on the record of meetings, voting outcomes, and the Scrutinizer’s report.

Conclusion

HEG said equity shareholders, secured creditors, and unsecured creditors approved its Composite Scheme of Arrangement in three NCLT-convened VC meetings held on May 5, 2026. With the Scrutinizer’s consolidated report dated May 6, 2026 submitted to exchanges and the outcome to be reported to the NCLT, the next milestone is the tribunal’s consideration of the scheme as the process moves forward.