HEG Scheme Approved: All Three NCLT-Convened Meetings Pass Resolution on May 5, 2026

HEG Limited successfully concluded three NCLT-convened meetings on Tuesday, May 5, 2026, for equity shareholders, secured creditors, and unsecured creditors. Held via Video Conferencing (VC) and Other Audio-Visual Means (OAVM), the meetings were conducted pursuant to the order of the Hon'ble National Company Law Tribunal, Indore Bench dated March 26, 2026. All resolutions regarding the Composite Scheme of Arrangement amongst HEG Limited, HEG Graphite Limited, and Bhilwara Energy Limited were passed with the requisite majority by the respective stakeholders.

Meeting Schedule and Proceedings

The three meetings were held sequentially on the same day at the Registered Office of the Company in Mandideep, Madhya Pradesh. Mr. Ritesh Kumar Sharma, Advocate, chaired all sessions, assisted by Mr. Vivek Chaudhary, Company Secretary. Mr. S. Alam Khan of Alam Khan & Co. was appointed as the Scrutinizer by the Hon'ble NCLT vide order dated March 26, 2026. The meetings were held to consider the proposed Composite Scheme under Sections 230 to 232 of the Companies Act, 2013. The remote e-voting period remained open from Friday, May 1, 2026 at 9:00 a.m. (IST) to Monday, May 4, 2026 up to 5:00 p.m. (IST).

Parameter: Equity Shareholders Secured Creditors Unsecured Creditors Date: Tuesday, May 5, 2026 Tuesday, May 5, 2026 Tuesday, May 5, 2026 Start Time: 2:00 P.M. 3:30 P.M. 4:30 P.M. Conclusion Time: 2:27 P.M. 3:57 P.M. 4:55 P.M. Mode: VC / OAVM VC / OAVM VC / OAVM

Equity Shareholders Voting Results

The equity shareholders meeting was attended by 66 shareholders via VC/OAVM. The record date for e-voting was April 28, 2026, with 1,37,819 shareholders holding 19,29,77,530 equity shares of Rs. 2/- each, representing an aggregate value of Rs. 38,59,55,060/-. A total of 374 valid e-ballots were received — 357 through remote e-voting and 17 through e-voting during the meeting. The resolution was passed with 99.9997% of votes in favour.

Category: Votes Polled % Polled Votes in Favour Votes Against % in Favour Promoter & Promoter Group: 108608870 100.00 108608870 0 100.00 Public – Institutions: 26569163 71.57 26569163 0 100.00 Public – Non Institutions: 4063739 8.60 4063351 388 99.99 Total: 139241772 72.15 139241384 388 99.9997

The consolidated report on public shareholders (excluding promoter and promoter group) showed that 365 members cast votes totalling 3,06,32,902 shares, of which 3,06,32,514 shares (99.9987%) were in favour and 388 shares were against.

Secured and Unsecured Creditors Results

The secured creditors meeting saw 100% participation, with all 5 creditors attending via video conferencing and voting in favour. The outstanding debt as on the cut-off date of March 31, 2026 was Rs. 5,59,55,57,560/-. All 5 valid e-ballots were cast through remote e-voting, representing 100% of the total debt value, with zero votes against or invalid.

The unsecured creditors meeting was attended by 40 out of 281 creditors. A total of 47 valid e-ballots were received through remote e-voting, representing a debt value of Rs. 5,75,78,65,358/- out of the total outstanding Rs. 6,27,50,83,062/- (91.76% of total). All 47 creditors voted in favour, representing 100% of the debt value voted upon, with zero votes against or invalid.

Creditor Category: Total Creditors Creditors Voted Debt Value Voted (Rs.) % in Favour Secured Creditors: 5 5 5,59,55,57,560/- 100.00 Unsecured Creditors: 281 47 5,75,78,65,358/- 100.00

Conclusion

The Scrutinizer's consolidated report was issued on May 6, 2026, by CS Sahive Alam Khan, Practicing Company Secretary (M. No. FCS: F11411; C.P. No.: 16581). The voting results and the consolidated scrutinizer's reports have been submitted to the exchanges and are hosted on the Company's website at www.hegltd.com and on the NSDL website at www.evoting.nsdl.com . The results will be reported to the Hon'ble NCLT, Indore Bench.

HEG Limited has released its audited financial results for the quarter and year ended 31 March 2026, reporting a widened standalone net loss for Q4 despite revenue growth. The company subsequently held its Q4 FY26 earnings conference call on 4 May 2026, and the audio recording of the call is now available on the company's website under the Investor Section at www.hegltd.com . Separately, at its board meeting held on April 29, 2026, the company approved the re-appointment of key auditors and sanctioned security creation in favour of a lender for its wholly owned subsidiary.

Earnings Conference Call Recording

The audio recording of the Q4 FY26 earnings conference call, held on 4 May 2026 at 14:00 hrs IST, has been made available by HEG Limited in compliance with Regulation 30. The recording can be accessed via the link shared by the company and has also been uploaded on the company's official website under the Investor Section. The disclosure was communicated to both BSE Limited and the National Stock Exchange of India Limited by Company Secretary Vivek Chaudhary.

Financial Performance Overview

The Q4FY26 results present a challenging financial picture with losses expanding substantially year-on-year. While the top-line showed positive momentum, the bottom-line performance deteriorated considerably during the reporting period.

Financial Metric Q4FY26 Q4FY25 Change Standalone Net Loss ₹163.19 crore ₹61.68 crore Loss widened Revenue from Operations ₹603.21 crore ₹536.58 crore Growth Total Income ₹619.94 crore ₹580.21 crore Growth

Revenue Growth Amid Operational Challenges

Despite the widened losses, HEG Limited demonstrated resilience in its revenue generation capabilities. The company's quarterly revenue from operations increased to ₹603.21 crore from ₹536.58 crore in the corresponding quarter of the previous year, indicating sustained business activity and market engagement. For the full year FY26, revenue from operations reached ₹2,568.50 crore compared to ₹2,152.71 crore in FY25.

Loss Expansion Analysis

The standalone net loss figures reveal the extent of operational challenges faced by the company during Q4. The loss expanded from ₹61.68 crore in the previous year's corresponding quarter to ₹163.19 crore in the current reporting period, representing a significant deterioration in profitability metrics. The company reported negative EBITDA of ₹126 crore for Q4FY26, attributed to loss on fair valuation of investment in GrafTech.

Full-Year Performance

For the full year ended 31 March 2026, HEG reported a profit after tax of ₹180.72 crore, compared to ₹101.31 crore in the previous year. The following table summarises the key full-year financial metrics:

Financial Metric FY26 FY25 Total Income ₹2,660.46 crore ₹2,279.39 crore Revenue from Operations ₹2,568.50 crore ₹2,152.71 crore Profit After Tax ₹180.72 crore ₹101.31 crore EBITDA ₹497 crore ₹388 crore EBITDA Margin 19% 17%

Operational Highlights

The company continues to operate the world's largest single-site graphite electrode plant with a capacity of 100,000 tons per annum, completed in 2024. HEG is further expanding capacity to 115,000 tons by early 2028. The company exports approximately 65-70% of its production to about 35 countries globally.

Board Approvals: Auditor Appointments and Subsidiary Security

At its board meeting held on April 29, 2026, HEG's board approved several key governance decisions upon the recommendation of the Audit Committee. The board re-appointed M/s. N. D. Birla & Co., Cost Accountants, as Cost Auditor for Financial Year 2026-27, and M/s. S.L. Chhajed & Co. LLP, Chartered Accountants, as Internal Auditor for Financial Year 2026-27. Additionally, M/s. SCV & Co. LLP, Chartered Accountants, was re-appointed as Tax Auditor for Financial Year 2025-26. The following table summarises the auditor appointments approved at the board meeting:

Role Firm Appointed Tenure Cost Auditor M/s. N. D. Birla & Co., Cost Accountants FY 2026-27 Internal Auditor M/s. S.L. Chhajed & Co. LLP, Chartered Accountants FY 2026-27 Tax Auditor M/s. SCV & Co. LLP, Chartered Accountants FY 2025-26

In a separate resolution, the board approved the creation of security in favour of State Bank of India (lender) or its security trustee on behalf of TACC Limited, a wholly owned subsidiary of HEG. This follows an earlier intimation dated February 10, 2026, in which the company had disclosed the approval of a corporate guarantee in favour of State Bank of India for credit facilities to be availed by TACC Limited.

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