HEG Limited Board Approves Composite Scheme of Arrangement, Sets Record Date
HEG Limited's Board approved a Composite Scheme of Arrangement, effective September 1, 2026. The record date for share entitlement is September 7, 2026. Key management changes include new CFO Neha Rajvanshi and CS Ravi Gupta. Riju Jhunjhunwala becomes MD & CEO, while Ravi Jhunjhunwala remains Non-Executive Director. Board committees and directorates are being reconstituted.
The announcement involves a composite scheme of arrangement, significant changes in key management personnel and board composition, and proposed name changes for the companies. These are fundamental structural and governance changes that will have a high impact on the company's operations and stakeholder perception.
The announcement details a composite scheme of arrangement, board changes, and committee reconstitutions. While these are significant corporate actions, they do not inherently indicate positive or negative financial performance or future outlook based solely on this information.
HEG Limited announced the outcome of its Board Meeting held on August 24, 2026. The Board took on record the certified copy of the National Company Law Tribunal's (NCLT) order dated August 13, 2026, which sanctioned the Composite Scheme of Arrangement. The scheme involves HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited.
The Board approved making the Scheme effective from Tuesday, September 1, 2026. Consequently, Monday, September 7, 2026, has been fixed as the record date for determining shareholders eligible to receive consideration pursuant to the Scheme.
Under the Scheme, for the demerger of the Demerged Undertaking from HEG Limited to HEG Graphite Limited, one fully paid-up equity share of ₹2 each of HEG Graphite Limited will be issued for every one equity share of ₹2 each of HEG Limited held on the record date. For the amalgamation of Bhilwara Energy Limited with HEG Limited, eight fully paid-up equity shares of ₹2 each of HEG Limited will be issued for every seven equity shares of ₹10 each of Bhilwara Energy Limited held on the effective date.
The Board also approved and took note of several appointments and resignations effective from September 1, 2026, to ensure continuity post-Scheme effectiveness. Key managerial personnel like Shri Vivek Chaudhary (Company Secretary & Compliance Officer) and Shri Ravi Kant Tripathi (Chief Financial Officer) will cease their roles consequent to their employment transfer to HEG Graphite Limited. Ms. Neha Rajvanshi has been appointed as the new Chief Financial Officer, and Shri Ravi Gupta as the new Company Secretary & Compliance Officer.
Shri Ravi Jhunjhunwala will relinquish his roles as Chairman, Managing Director & Chief Executive Officer to continue as a Non-Executive Non-Independent Director, while Shri Riju Jhunjhunwala has been elevated to Chairman, Managing Director & Chief Executive Officer, subject to shareholder approval.
Several individuals have been appointed as Additional Directors, including Non-Executive Independent Directors and Non-Executive Non-Independent Directors. Concurrently, several Independent Directors and Non-Executive Non-Independent Directors have resigned to facilitate the board's reconstitution. The Board also approved the reconstitution of various committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility & ESG Committee, effective September 1, 2026.
Furthermore, the Board has authorized key managerial personnel to determine the materiality of events or information. In a significant proposed change, HEG Limited is proposed to be renamed "HEG Advanced Materials Limited," and HEG Graphite Limited will be renamed "HEG Limited" after the Scheme becomes effective, subject to necessary approvals.
A plain-language summary of a public exchange filing by HEG Limited. Read the original for the full detail.