Scheme of Arrangement

PROUD TO BE INDIAN PRIVLEGED TO BE GLOEAL HEG/SECTT /2026 August 18,2026 BSE Limited National Stock Exchange of India Limited P J Towers Exchange Plaza, 5h Floor Dalal Street Plot No.C/1, G Block, Bandra - Kurla Complex MUMBAI - 4OO OO1. Bandra (E), MUMBAI - 400 051. Scrip Code:509631 Scrip Code: HEG Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,20\5 ("Listing Regulations") Ref: Composite Scheme of Arrangement amongst HEG Limited and HEG Graphite Limited and Bhilwara Energy Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Dear Sir/Madam, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed herewith a copy of the Order dated August13,2026 passed by the Hon'ble National Company Law Tribunal Indore Bench ("Tribunal"), which was uploaded on the website of the Tribunal on August 18, 2026 at 06:11 P.M., sanctioning the Composite Scheme of Arrangement amongst HEG Limited ("Company" or "Demerged Company" or "Transferee Company"), HEG Graphite Limited ("Resulting Company") and Bhilwara Energy Limited ("Transferor Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Acf 2013 ("Scheme"). The Scheme shall become effective upon receipt of the certified copy of the Order passed by the Hon'ble Tribunal and fiting of the same with the Registrar of Companies by the respective companies, in accordance with the terms of the Scheme. Certified copies of above NCLT order is awaited. A copy of the said Order is also available on the website of the Tribunal and the Company This is for your information and records. Thanking you, Yours faithfully, For HEG Limited Chaudhary) Secretary M.No. A-13263 he g. investor@lnibhilwara. com Encl: as above HEG LIMITED Gorporate Offlce : rilfi\ tTl Regd. Offlce: Bhilwara Towers, A-12, Sector-1 C lsE o R 9T 0I 0F I tED r@(@) C rsE oR 1T 4IF 0I 0E 'lD \se-l to I Mandideep (Near Bhopal) Noida-201 301 (NCR-Delhi), lndia Dlstt. Raisen -4620/;6, T Fe al x. : : + +9 91 1- -1 12 20 0- 443 29 70 73 80 40 1 (EPABX) C tsE oR I 4IF 5I 0E 0D I LffiJ aI' ) Tel.: +91-7480-40( 5M 5a 0d 0h , y 2a 3 3P 5r 2a 4d e ts oh 2), 3 3ln 5d 2i 7a GSTIN No.' 09AAACH 61 8/,l<22:6 GSTIN No.: 23AAACH6184K1ZH Website : www.lnjbhilwara.com Corporate ldentification No.: 123109MP19i2P1C008290 Website : www.hegltd.com NATIONAL COMPANY LAW TRIBUNAL INDORE BENCH COURT NO. 1 ITEM No.201 CP(CAA)/3(MP)2026 CA(CAA)/1(MP)2026 Order under Section 230-232 IN THE MATTER OF: HEG Ltd (Demerged Company) HEG Graphite Ltd (Resulting Company) Bhilwara Energy Ltd (Transferor Company) ........Applicant Coram: Hon’ble Shri Brajendra Mani Tripathi, Member (J) Hon’ble Shri Man Mohan Gupta Member (T) PRONOUNCEMENT OF ORDER Delivered on 13/08/2026 The case is fixed for pronouncement of the order. The order is pronounced in open Court vide separate sheet. Sd/- Sd/- MAN MOHAN GUPTA BRAJENDRA MANI TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL) Tomar NCLT INDORE BENCH CP(CAA) 3 OF 2026 IN CA (CAA) 1 OF 2026 ORDER DATED: 13.08.2026 IN THE NATIONAL COMPANY LAW TRIBUNAL INDORE BENCH, CP(CAA)/3/MP/2026 CA(CAA)/1/MP/2026 [Company Petition under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 RULE 15(1) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016; IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT AMONGST HEG LIMITED HEG GRAPHITE LIMITED BHILWARA ENERGY LIMITED Page 2 of 74 NCLT INDORE BENCH CP(CAA) 3 OF 2026 IN CA (CAA) 1 OF 2026 ORDER DATED: 13.08.2026 THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS HEG Limited (CIN: L23109MP1972PLC008290) a company incorporated under the provisions of the Companies Act, 1956 having its registered office at …First Petitioner Mandideep Near Bhopal, District Company / Demerged Raisen, Madhya Pradesh – 462 Company / Transferee 046, India Company HEG Graphite Limited (CIN: U23994MP2024PLC071568) a company incorporated under the provisions of the Companies Act, 2013 having its registered office at C/o HEG Limited, NH - 12, Dist. Raisen, Near Bhopal, Mandideep, …Second Petitioner Bhopal Huzur, Madhya Pradesh - Company / Resulting 462 046, India Company Bhilwara Energy Limited (CIN: U35100MP2006PLC071693) a company incorporated under the Companies Act, 1956, having its registered office at C/o HEG Limited, NH-12, Dist. Raisen, Near …Third Petitioner Bhopal, Mandideep, Bhopal - Company/ Transferor Company Page 3 of 74 NCLT INDORE BENCH CP(CAA) 3 OF 2026 IN CA (CAA) 1 OF 2026 ORDER DATED: 13.08.2026 462046, Huzur, Madhya Pradesh, India CORAM: Hon’ble Shri Brajendra Mani Tripathi, Member (J) Hon’ble Shri Man Mohan Gupta Member (T) APPEARANCE: For the Applicant : Mr. Ravi Pahwa a.w. Mr. Mehul Shah (Advs.) For the RD Office : Mr. Shivpal Singh (Deputy Director) ORDER Delivered on 13.08.2026 1. This is a second motion petition regarding Composite Scheme of Arrangement amongst HEG limited (hereinafter referred to as “First Petitioner Company” or “Demerged Company” or “Transferee Company”) and HEG Graphite Limited (hereinafter referred to as “Second Petitioner Company” or “Resulting Company”) and Bhilwara Energy Limited (hereinafter referred to as “Third Petitioner Company” or “Transferor Company”) (hereinafter collectively referred to as “Petitioner Companies”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies Page 4 of 74 NCLT INDORE BENCH CP(CAA) 3 OF 2026 IN CA (CAA) 1 OF 2026 ORDER DATED: 13.08.2026 (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking sanction of the Composite Scheme of Arrangement (hereinafter referred to as the ‘Scheme’), jointly filed by the Petitioner Companies, seeking sanction of the Scheme. 2. It is stated that the Petitioner Companies are situated in the State of Madhya Pradesh. Hence, the Petitioner Companies are under the jurisdiction of the National Company Law Tribunal Bench at Indore. 3. The rationale of the proposed Scheme, as set out in the Petition, is inter alia stated to be as under: RATIONALE 1. Over the course of time, core businesses of the demerged Company viz. manufacturing graphite electrodes (including other carbon products) and generation of thermal and hydel power have acquired critical mass. Each of the said businesses required flexibility and independence to grow faster in the fast-changing technology and innovation driven environment. 2. Each of the core businesses mentioned above has a differentiated strategy, different industry specific risks and operate inter alia under different market dynamics and growth trajectory. The nature and competition involved in each of the businesses is distinct from others and consequently each business or undertaking is capable of attracting a different set of investors, strategic Page 5 of 74 NCLT INDORE BENCH CP(CAA) 3 OF 2026 IN CA (CAA) 1 OF 2026 ORDER DATED: 13.08.2026 partners, lenders and other stakeholders. Further, it is important to create a structure which is amenable for future growth keeping in view different growth trajectory for each business segment. 3. In view thereof, it is proposed to segregate the core businesses of the Demerged Company pursuant to the Scheme. The said segregation, is expected, inter alia, to result in following benefits: (a) unlocking the value of each of the businesses for the shareholders of the Demerged Company, attracting different sets of investors, strategic partners, lenders and other stakeholders having a specific interest i [Showing first 8,000 characters — download PDF for full document]