HEG Restructuring: Key Stakeholder Meetings Set for May 5, 2026

Introduction

HEG Limited is moving forward with its significant corporate restructuring plan after receiving a key directive from the National Company Law Tribunal (NCLT), Indore Bench. In an order dated March 26, 2026, the NCLT has approved the convening of meetings for the company's shareholders and creditors. Consequently, HEG has scheduled these crucial meetings for May 5, 2026, to seek approval for its composite scheme of arrangement involving HEG Graphite Limited and Bhilwara Energy Limited. This development marks a critical step in the company's plan to demerge its graphite business and merge its energy operations to create two distinct, focused entities.

NCLT's Directive and Meeting Schedule

The NCLT's order provides the legal framework for HEG to proceed with seeking stakeholder consent under Sections 230 to 232 of the Companies Act, 2013. The company has acted swiftly on this directive by issuing official notices for the meetings. All meetings will be conducted virtually via Video Conferencing (VC) and other audio-visual means (OAVM) to ensure broad participation.

The schedule for the meetings is as follows:

E-Voting Framework for Stakeholders

To facilitate a smooth and accessible voting process, HEG has established a remote e-voting system. This allows stakeholders to cast their votes electronically before the scheduled meetings. The e-voting window will be open for four days, providing ample time for participation. The cut-off date for determining the eligibility of equity shareholders is April 28, 2026, while for both secured and unsecured creditors, it is March 31, 2026.

Understanding the Composite Scheme

The proposed composite scheme is a multi-step restructuring process. The primary objective is to separate the company's core graphite electrode business from its other ventures, particularly its green energy assets. The plan involves two main components:

1. Demerger: The graphite business will be demerged into a newly formed entity, HEG Graphite Limited. Shareholders of HEG Limited will receive shares in this new company on a 1:1 basis, meaning for every one share held in HEG, they will receive one share in HEG Graphite Limited.
2. Merger: Bhilwara Energy Limited, which operates power generation facilities, will be merged into the existing HEG Limited. Following this and the demerger, the remaining entity (the current HEG Limited) will be renamed HEG Greentech Limited.

This restructuring aims to unlock value by creating two specialized companies: one focused on the global graphite market and the other on the growing green technology and energy sector.

Journey to Stakeholder Approval

The path to these meetings began over a year ago. The boards of all three companies involved passed resolutions approving the scheme on March 10, 2025. Subsequently, HEG received observation letters from both the BSE and NSE in January 2026, confirming that the company could proceed with filing the scheme with the NCLT. The NCLT's recent order on March 26, 2026, to convene meetings is the latest milestone in this regulatory journey.

Market Performance and Financial Context

As the company undergoes this significant corporate transformation, its stock performance remains a key point of interest for investors. The restructuring is designed to create long-term value, but market sentiment can be influenced by the procedural progress and perceived outcomes.

Next Steps and Future Outlook

The outcome of the May 5 meetings will be pivotal. If the scheme receives the requisite approvals from all classes of shareholders and creditors, HEG will present the results to the NCLT for final sanction. The company anticipates the entire NCLT process to conclude by June or July 2026. Upon final approval, the company will fix a record date for the issuance of shares in HEG Graphite Limited and formally implement the demerger and merger. This will complete the transformation into two independent entities, HEG Graphite and HEG Greentech, each with a distinct strategic focus.

Conclusion

HEG Limited has reached a crucial stage in its comprehensive restructuring plan. The NCLT-sanctioned meetings on May 5, 2026, provide a clear path for stakeholders to vote on a scheme that promises to create a more focused and potentially more valuable corporate structure. The successful implementation of this plan will result in the creation of a pure-play graphite leader and a dedicated greentech platform, positioning both to capitalize on distinct market opportunities.