Change in Management

HEG/SECTT/2026 August 24, 2026 To To BSE Limited Na(cid:415)onal Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block- G, Dalal Street, Mumbai - 400 001 Bandra Kurla Complex, Bandra (East), SCRIP CODE: 509631 Mumbai - 400 051 SYMBOL: HEG Outcome of Board Mee(cid:415)ng held on August 24, 2026 Sub: Disclosures under Regula(cid:415)on 30, 42 and other applicable provisions of the Securi(cid:415)es and Exchange Board of India (Lis(cid:415)ng Obliga(cid:415)ons and Disclosure Requirements) Regula(cid:415)ons, 2015 (“Lis(cid:415)ng Regula(cid:415)ons”) Ref: Composite Scheme of Arrangement amongst HEG Limited (“Company”) and HEG Graphite Limited (“Resul(cid:415)ng Company”) and Bhilwara Energy Limited (“Transferor Company”) and their respec(cid:415)ve shareholders and creditors under Sec(cid:415)ons 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Dear Sir / Madam In furtherance to our le(cid:425)er dated August 18, 2026, thereby informing, that the Composite Scheme of Arrangement amongst HEG Limited (“Company” or “Demerged Company” or “Transferee Company”) and HEG Graphite Limited (“Resul(cid:415)ng Company”) and Bhilwara Energy Limited (“Transferor Company”) and their respec(cid:415)ve shareholders and creditors under Sec(cid:415)ons 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) has been sanc(cid:415)oned by the Na(cid:415)onal Company Law Tribunal, Indore Bench (“Tribunal") on August 13, 2026, this is to inform you that the Board of Directors of the Company ("Board"), at its mee(cid:415)ng held today i.e. August 24, 2026, has inter alia: 1. Taken on record the cer(cid:415)fied copy of the Order dated August 13, 2026 passed by the Hon’ble Na(cid:415)onal Company Law Tribunal, Indore Bench (“Tribunal") sanc(cid:415)oning the Scheme. Cer(cid:415)fied copy of the Tribunal Order was received on August 21, 2026; 2. Approved to make the Scheme effec(cid:415)ve on Tuesday, September 01, 2026 (“Effec(cid:415)ve Date”); 3. In consulta(cid:415)on with the Resul(cid:415)ng Company, fixed Monday, September 7, 2026, as the record date for determining the shareholders of the Company eligible to receive considera(cid:415)on pursuant to the Scheme (“Record Date”). Further, the considera(cid:415)on under the Scheme is as follows: a) For demerger, transfer and ves(cid:415)ng of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resul(cid:415)ng Company The Resul(cid:415)ng Company shall issue and allot to each shareholder of the Company as on Record Date, as under: 1 (One) fully paid-up equity share of INR 2 (Indian Rupees Two only) each of the Resul(cid:415)ng Company, credited as fully paid up, for every 1 (One) equity share of INR 2 (Indian Rupees Two only) each of the Company. b) For amalgama(cid:415)on of the Transferor Company with the Company The Company shall issue and allot to each shareholder of the Transferor Company (except the Company itself) as on Effec(cid:415)ve Date, as under: 8 (Eight) fully paid-up equity shares of INR 2 (Indian Rupees Two only) each of the Company, credited as fully paid up, for every 7 (Seven) equity shares of INR 10 (Indian Rupees Ten only) each of the Transferor Company. 4. Subsequent to the effec(cid:415)veness of the Scheme and to ensure con(cid:415)nuity of the Graphite Business (as defined in the Scheme), the Board based on the recommenda(cid:415)on from the Nomina(cid:415)on and Remunera(cid:415)on Commi(cid:425)ee and Audit Commi(cid:425)ee (as applicable), has approved/taken note of the following appointment and resigna(cid:415)ons; Sr. No. Name of the Directors/ KMP/SMP Par(cid:415)culars of change with Ref. Annexure* effect from the Effec(cid:415)ve Date i.e. September 01, 2026 1. Shri Vivek Chaudhary Cessa(cid:415)on as Company Secretary Annexure A & Compliance Officer and Key Managerial Personnel of the Company consequent upon transfer of his employment to HEG Graphite Limited pursuant to the effec(cid:415)veness of the Composite Scheme of Arrangement 2. Shri Ravi Kant Tripathi Cessa(cid:415)on as Chief Financial Annexure A Officer and Key Managerial Personnel of the Company consequent upon transfer of his employment to HEG Graphite Limited pursuant to the effec(cid:415)veness of the Composite Scheme of Arrangement 3. Ms. Neha Rajvanshi Appointed as Chief Financial Annexure B Officer and Key Managerial Personnel of the Company 4. Shri Ravi Gupta Appointed as Company Annexure B Secretary & Compliance Officer and Key Managerial Personnel of the Company 5. Shri Ravi Jhunjhunwala (DIN: Relinquishment from the office Annexure C 00060972) of Chairman, Managing Director & Chief Execu(cid:415)ve Officer and Key Managerial Personnel of the Company consequent upon transfer of his employment/ appointment as Chairman, Managing Director & Chief Execu(cid:415)ve Officer to/of HEG Graphite Limited pursuant to the effec(cid:415)veness of the Composite Scheme of Arrangement i.e. September 1, 2026 and con(cid:415)nue as the Non- Execu(cid:415)ve Non Independent Director of the Company, liable to re(cid:415)re by rota(cid:415)on. 6. Shri Riju Jhunjhunwala (DIN: Elevated from Vice-Chairman Annexure C 00061060) (Non-Execu(cid:415)ve) to Chairman, Managing Director & Chief Execu(cid:415)ve Officer and Key Managerial Personnel of the Company with effect from September 1, 2026, up to August 31, 2031, subject to the approval of the shareholders of the Company 7. a) Shri Manish Sharma (DIN: Appointed as Addi(cid:415)onal Annexure D 06549914) Directors in the category of Non-Execu(cid:415)ve Independent b) Shri Pushp Jain (DIN: Directors for first term of 5 (five) 00033289) consecu(cid:415)ve years from September 1, 2026 (cid:415)ll August c) Shri Sanjeev Mehra (DIN: 31, 2031, subject to the 02626778) approval of the shareholders d) Shri Ameya Suresh Prabhu (DIN: 00629670) e) Shri Rajiv Dewan (DIN: 00007988) 8. a) Shri Om Prakash Ajmera (DIN: Appointed as Addi(cid:415)onal Annexure E 00322834) Directors in the category of Non-Execu(cid:415)ve Non- b) Shri Yash Kela (DIN: 06987721) Independent Directors, liable to re(cid:415)re by rota(cid:415)on, subject to the approval of the shareholders. 9. a) Shri Jayant Davar (DIN: Resigna(cid:415)on as Independent Annexure F 00100801) Directors of the Company solely to facilitate the proposed b) Shri Priya Shankar Dasgupta recons(cid:415)tu(cid:415)on of the Board (DIN: 00012552) following the effec(cid:415)veness of the Scheme. c) Dr. Nand Gopal Khaitan (DIN: 00020588) d) Shri Sandip Somany (DIN: 00053597) 10. a) Dr. Kamal Gupta (DIN: Resigna(cid:415)on as Non-Execu(cid:415)ve Annexure G 00038490) Non-Independent Directors solely to facilitate the proposed b) Shri Shekhar Agarwal (DIN: recons(cid:415)tu(cid:415)on of the Board 00066113) following the effec(cid:415)veness of the Scheme. 11. Shri Manish Gula(cid:415) (DIN: 08697512) Cessa(cid:415)on from the posi(cid:415)on of Annexure H Execu(cid:415)ve Director consequent upon transfer of his employment to HEG Graphite Limited pursuant to the effec(cid:415)veness of the Composite Scheme of Arrangement. 12. a) Shri Karunesh Kumar Appointed as Senior Annexure I Chaturvedi, (President - Management Personnel of the Corporate Affairs) Company b) Shri Ranjan Sarkar (President- Group CHRO) c) Ms. Indu Mehta, (President- Brand Communica(cid:415)on, PR & Chief Sustainability Officer) d) Ms. Jyo(cid:415) Gupta, (Sr. Vice President, Head - Administra(cid:415)on) 13. a) Shri Jasvinder Singh Khosla, Cessa(cid:415)on as Senior Annexure J Vice President – Opera(cid:415)ons / Management Personnel of the R&D / Design / EHS Company consequent upon transfer of their employment to b) Shri Atul Laxman Moghe, Vice HEG Graphite Limited pursuant President – Maintenance & to the effec(cid:415)veness of the Power Composite Scheme of c) Shri Prasant Kumar Jha, Arrangement General Manager – Commercial d) Shri Rajesh Jetha, Sr. General Manager – IT e) Shri [Showing first 8,000 characters — download PDF for full document]