H.E.G. Ltd. announces an acquisition
TL;DR
What is the valuation assigned to the Tamping Mass business unit in the Composite Scheme of Arrangement, and what is the specific equity stake Singularity Growth is acquiring in the resulting entity, HEG Graphite Products and Services Limited?
The available disclosure supports a 13.04% equity stake, comprising 43,070,852 shares, for Singularity funds in the post-scheme entity. The post-acquisition voting capital is stated at 659,597,824 shares.[1]
However, the valuation assigned to the Tamping Mass business unit is not stated in the cited extracts. The scheme-related material only records that a valuation report was submitted, without disclosing the assigned amount.[2]
Accordingly:
- Tamping Mass business valuation: Not disclosed in the cited material.
- Singularity Growth’s stake: 43,070,852 shares, or 13.04% of the resulting entity’s voting capital.[1]
The filing summary identifies the transaction in connection with HEG Advanced Materials Limited, so the exact legal-entity naming in the question should be checked against the final sanctioned scheme before attributing the stake specifically to HEG Graphite Products and Services Limited.
Based on the pro-forma financials provided in the scheme document, what is the expected impact of the Tamping Mass business demerger on H.E.G. Ltd.’s consolidated EBITDA margins and return on capital employed (ROCE)?
The expected impact cannot be quantified from the scheme-document extract available here. The cited passage contains regulatory definitions and filing details dated 16 September 2026, but does not report the pro-forma revenue, EBITDA, EBIT, or capital employed for H.E.G. Ltd. before and after the Tamping Mass demerger [1].
The analytical direction would be:
- Consolidated EBITDA margin:
- Margin should increase if Tamping Mass had an EBITDA margin below H.E.G.’s retained-business margin.
- It should decline if Tamping Mass was more profitable than the retained business.
- The required calculation is: pro-forma EBITDA margin = pro-forma EBITDA / pro-forma revenue.
- ROCE:
- ROCE should improve if the demerged business generated a lower EBIT-to-capital-employed ratio than H.E.G.’s continuing operations.
- It could decline if Tamping Mass earned a higher ROCE than the retained business.
- The required calculation is: ROCE = EBIT / capital employed.
Accordingly, any specific change in EBITDA margin or ROCE would be unsupported without the scheme’s pro-forma figures and the capital-employed allocation. The direction cannot be established reliably from the cited extract alone.
What are the specific regulatory and NCLT approval milestones remaining for the Composite Scheme of Arrangement, and what is the management's projected timeline for the effective date of the demerger and the subsequent share allotment to Singularity Growth?
The key NCLT hurdle has already been cleared. The remaining execution step was to obtain the certified copy of the NCLT Indore Bench order and file it with the Registrar of Companies (RoC), because the Scheme becomes effective only upon that filing. [3]
Remaining milestones and timeline
Implication for Singularity Growth: Singularity Growth’s investment was in Bhilwara Energy, and the relevant post-merger entitlement is therefore the BEL-to-HEG share-exchange ratio rather than the 1:1 demerger entitlement available to HEG shareholders. [5] [4] However, the cited company update does not provide a separate projected date for allotting those shares to Singularity Growth. The disclosed timetable establishes 1 September as the Scheme’s effective date, but not whether the allotment will occur on that date, shortly thereafter, or following additional corporate and listing formalities.
| Milestone | Status / projected timing |
|---|---|
| Board, shareholder and creditor approvals | Completed; the Scheme had also received BSE and NSE no-objection letters. [3] |
| NCLT sanction | Completed. The NCLT Indore Bench order was uploaded on 18 August 2026. [3] |
| Certified NCLT order and RoC filing | Final statutory effectiveness step identified after the NCLT order. By 25 August, HEG had announced the final operative dates, indicating that execution had progressed beyond the sanction stage; the exact RoC filing date is not separately reported. [3] [4] |
| Effective date of demerger | 1 September 2026, approved by the Board. [4] |
| Record date for HEG shareholders | 7 September 2026. Existing HEG shareholders on that date are entitled to one share in the resulting graphite company for every one HEG share held. [4] |
| Allotment connected with Singularity Growth’s BEL holding | The Scheme provides for HEG to issue 8 equity shares of face value Rs 2 for every 7 BEL shares of face value Rs 10, excluding HEG Advanced Materials. [4] |
Sources
- [1]Disclosure of Share Acquisition by Singularity Funds via Composite Scheme of Arrangement — 2026-09-16T14:21:21.547000, p.3
- [2]1 Delivered on 26/03/2026 Order under Section 230-232 — Livelawbiz, 2026-03-28T00:00:00
- [3]HEG gets NCLT nod for demerger; shareholders to receive 1:1 shares in HEG Graphite - CNBC TV18 — CNBC TV18, 2026-08-19T00:00:00
- [4]HEG demerger becomes effective from 07 Sep 2026 | Capital Market News — Capitalmarket, 2026-08-25T00:00:00
- [5]HEG Greentech: Electrode to Electrification — Insightsbybeatthestreet, 2026-09-16T16:10:56.578826
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