HEG Limited's Composite Scheme of Arrangement Sanctioned by NCLT Indore
HEG Limited's Composite Scheme of Arrangement has been sanctioned by the NCLT Indore. The scheme involves demerging graphite business into HEG Graphite Limited and amalgamating Bhilwara Energy Limited into HEG Limited. The effective date is subject to filing with the Registrar of Companies. The share exchange ratio is 1:1 for the demerger and 8:7 for the amalgamation.
The scheme involves a demerger and amalgamation, which are significant corporate restructuring events that will fundamentally change the company's structure and operations, impacting all stakeholders.
The NCLT sanctioning the composite scheme of arrangement is a positive development for the company, enabling structural changes expected to unlock value and improve operational efficiencies.
HEG Limited announced that the Hon'ble National Company Law Tribunal (NCLT) Indore Bench has sanctioned the Composite Scheme of Arrangement amongst HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited. The order was passed on August 13, 2026, and uploaded on the NCLT website on August 18, 2026. This scheme, involving Sections 230 to 232 of the Companies Act, 2013, aims to segregate HEG's core businesses of graphite electrode manufacturing and power generation to unlock value and foster independent growth for each segment. Additionally, it facilitates the amalgamation of Bhilwara Energy Limited into HEG Limited, streamlining corporate structure and enhancing operational efficiencies.
The scheme's rationale includes unlocking shareholder value, attracting distinct investors for each business, enabling focused growth strategies, and creating greater visibility on performance. The amalgamation is expected to establish independent brand identities, create synergies, and reduce compliance costs.
The NCLT's order follows a detailed process, including directions for meetings of shareholders and creditors, and has been filed with the Registrar of Companies for the scheme to become effective. The share exchange ratio has been determined by PwC Business Consulting Services LLP. For the demerger of the graphite business, one equity share of ₹2 in HEG Graphite Limited will be issued for every one equity share of ₹2 in HEG Limited. For the amalgamation, eight equity shares of ₹2 in HEG Limited will be issued for every seven equity shares of ₹10 in Bhilwara Energy Limited.
The financial position as of September 30, 2025, shows HEG Limited (post-scheme) with total assets of ₹1,727.48 crore and a net worth of ₹1,092.38 crore. HEG Graphite Limited (Resulting Company) shows total assets of ₹4,329.30 crore and a net worth of ₹3810.32 crore post-scheme. The shareholding pattern indicates an increase in the promoter group's stake in HEG Limited post-amalgamation.
What to do with a filing like this
HEG Limited filed this with the NSE as a statutory disclosure, categorised under demerger. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
That call is the part a filing cannot make for you. On RealCase, SEBI-registered research analysts and investment advisers read announcements like this one and turn the ones that matter into actions inside their model portfolios: a change in weight, a hold, or nothing at all. You are not left working out which of the roughly 250 filings published each day needs a response. The portfolio you follow is updated when a filing actually warrants it, with the reason written down.
See the model portfoliosA plain-language summary of a public exchange filing by HEG Limited. Read the original for the full detail.