HEG Limited's significant corporate restructuring has been sanctioned by the NCLT, involving a demerger and amalgamation. This will lead to changes in the company's asset size, revenue, and promoter shareholding, creating distinct growth paths for its businesses.
HEG Ltd's Restructuring Approved by NCLT
HEG Limited's significant corporate restructuring plan has received sanction from the National Company Law Tribunal (NCLT), Indore Bench. The composite scheme involves the demerger of HEG's graphite business into a new entity, HEG Graphite Limited, and the amalgamation of Bhilwara Energy Limited into HEG Limited.
Reader Takeaway: Strategic split for focused growth; Promoter holding increase noted.
What just happened
The NCLT has approved a composite scheme of arrangement that will see HEG Limited's graphite operations demerged into a separate company, HEG Graphite Limited. Simultaneously, Bhilwara Energy Limited will be amalgamated with HEG Limited. The appointed date for the scheme is April 1, 2024.
Why this matters
This restructuring aims to create independent growth trajectories for the graphite and power-generation businesses. Post-scheme, HEG Limited will be renamed 'HEG Greentech Limited', and the demerged entity, HEG Graphite Limited, will become 'HEG Limited'. The scheme impacts the company's financial scale, with total assets expected to decrease significantly.
The backstory
HEG Limited has been a prominent player in graphite electrode manufacturing. This move signals a strategic realignment to unlock value and improve operational focus for each business segment.
What changes now
Following the NCLT sanction, HEG Limited's total assets are projected to fall from Rs 5,594.20 crore to Rs 1,727.48 crore. Revenue from operations will also see a reduction from Rs 1,309.63 crore to Rs 1,104.69 crore. Despite these reductions, promoter shareholding is expected to increase from 56.28% to 60.72%.
The share exchange ratios are set as: 1 equity share of HEG Graphite Ltd for every 1 equity share of HEG Ltd in the demerger, and 8 equity shares of HEG Ltd for every 7 equity shares of Bhilwara Energy Ltd in the amalgamation.
Risks to watch
Investors will need to monitor the successful filing of the NCLT order with the Registrar of Companies and obtain necessary listing and trading permissions for the newly issued shares. The reduction in asset and revenue scale for the resulting HEG Limited requires careful evaluation of future performance.
Peer comparison
While specific peer comparisons for this demerger/amalgamation are not provided in the filing, similar corporate restructuring events in the industrial and energy sectors often aim to create focused entities that can better attract investment and pursue specialized growth strategies.
Context metrics (time-bound)
- Scheme effective from: April 1, 2024
- Financial data as of: September 30, 2025
- NCLT order filing with RoC: Within 30 days of order receipt
What to track next
Key actions to track include the finalization of filings with the Registrar of Companies, the subsequent commencement of trading for shares of the new entities, and the financial performance of HEG Greentech Limited and the new HEG Limited post-restructuring.