HEG Ltd. — AGM Information 2025

Aug 20, 2025

HEG/SECTT/2025

20[th ] August, 2025

BSE Limited P J Towers Dalal Street MUMBAI - 400 001. Scrip Code : 509631	National Stock Exchange of India Limited Exchange Plaza, 5thFloor Plot No.C/1, G Block, Bandra - Kurla Complex Bandra (E), MUMBAI - 400 051. Scrip Code : HEG

Sub: Proceedings of 53[rd] Annual General Meeting of the Company pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sirs,

In compliance with Regulation 30 read with Schedule III of the SEBI (LODR) Regulations, 2015, please find enclosed the summary of the proceedings of the 53[rd] Annual General Meeting of HEG Limited held today i.e. 20[th] August, 2025 through Video Conferencing/Other Audio Visual Means (“VC/OAVM”), without physical presence of members at the AGM venue as Annexure-1. The venue of the AGM is deemed to be the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen - 462 046, Madhya Pradesh.

The results of voting will be announced/ displayed through the website of the Company (www.hegltd.com) and the website of NSDL (www.evoting.nsdl.com) within 2 Working days from the conclusion of meeting and the results shall also be intimated to BSE Ltd and National Stock Exchange of India Ltd. It shall also be displayed on the notice board at the Registered Office and Corporate Office of the Company.

Detail of the Directors who were seeking appointment/re-appointment in the above meeting is attached as Annexure-2.

You are requested to kindly take above information on your records.

Thanking You,

Yours faithfully, For HEG Limited

Digitally signed by Vivek Vivek Chaudhary Chaudhary Date: 2025.08.20 15:46:43 +05'30'

(Vivek Chaudhary) Company Secretary M.No. A-13263 heg.investor@lnjbhilwara.com

Encl: as above

Annexure-1

PROCEEDINGS OF THE 53[rd] ANNUAL GENERAL MEETING OF THE MEMBERS OF HEG LIMITED HELD ON WEDNESDAY, 20[th] AUGUST, 2025.

The 53[rd] Annual General Meeting (AGM) of the Company was held today i.e. Wednesday, the 20[th] August, 2025 at 12:30 P.M. (IST) through Video Conferencing/Other Audio Visual Means ("VC/OAVM"), without physical presence of members at the AGM venue in compliance with the provisions of the Companies Act, 2013 and relevant circulars issued by the Ministry of Corporate Affairs read with General Circular Nos. 20/2020 dated 5[th] May, 2020, respectively, and latest being General Circular No. 9/2024 dated 19[th] September, 2024 (“MCA Circulars”) and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3[rd] October, 2024 read with its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 (“SEBI Circulars”). The venue of the AGM is deemed to be the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen - 462 046, Madhya Pradesh.

The following Directors, KMP’s, Group CFO and Auditors were present in the meeting through video conferencing (VC) from their respective locations:

• a. Shri Ravi Jhunjhunwala (DIN: 00060972), Chairman, Managing Director & CEO and member of Stakeholder Relationship Committee and Chairman of CSR & ESG Committee of the Company.

• b. Shri Riju Jhunjhunwala (DIN: 00061060), Vice Chairman of the Company and Chairman of Stakeholders Relationship Committee of the Company.

• c. Dr. Kamal Gupta (DIN: 00038490), Non-Executive Director of the Company and Member of Audit Committee and CSR & ESG Committee of the Company.

• d. Shri Satish Chand Mehta (DIN: 02460558), Independent Director of the Company and Chairman of Audit Committee, Chairman of Nomination & Remuneration Committee and Member of CSR & ESG Committee of the Company.

• e. Shri Shekhar Agarwal (DIN: 00066113), Director & Member of Audit Committee of the Company.

• f. Shri Jayant Davar (DIN: 00100801), Independent Director and Member of Audit Committee and Stakeholders Relationship Committee of the Company.

• g. Smt. Vinita Singhania (DIN: 00042983), Director and Member of CSR & ESG Committee of the Company.

• h. Smt. Ramni Nirula (DIN: 00015330), Independent Director and Member of Audit Committee and Nomination & Remuneration Committee of the Company.

• i. Dr. Nand Gopal Khaitan (DIN: 00020588), Independent Director and Member of Audit Committee and Member of Nomination & Remuneration Committee of the Company.

• j. Shri Manish Gulati (DIN: 08697512), Executive Director and Member of CSR & ESG Committee of the Company.

• k. Shri O.P. Ajmera, Group Chief Financial Officer.

• l. Shri Ravi Kant Tripathi, Chief Financial Officer.

• m. Shri Vivek Chaudhary, Company Secretary.

• n. Shri Sunny Singh representing M/s SCV & Co LLP, Statutory Auditors of the Company and

• o. Shri Saket Sharma a Practicing Company Secretary (FCS 4229) (C.P. No. 2565), Partner of GSK & Associates, representing Secretarial Auditors of the Company as well appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at Annual General Meeting in a fair and transparent manner.

The Company Secretary informed that in compliance of Section 108 of the Companies Act, 2013 (“Act”), read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Remote e-voting facility was provided to the Members to cast their votes electronically on all the resolutions set out in the Notice commenced at 9.00 a.m. (IST) on Saturday, 16[th] August, 2025 and ended at 5:00 p.m. (IST) on Tuesday, 19[th ] August, 2025 . The Company had also provided e-voting facility during the AGM to enable Members to cast their vote who have not done through remote e-voting.

The Company Secretary also informed that all the documents referred to in the accompanying Notice and Explanatory Statements were available for inspection on the website of the Company till the date of this Annual General Meeting.

Further during the AGM, the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act were open for inspection during the continuance of the meeting.

The Company Secretary also informed the members that pursuant to provisions of Articles of Association of the Company, the Chairperson of the Board shall preside as Chairperson at every general meeting of the Company.

Shri Ravi Jhunjhunwala, Chairman & Managing Director and CEO, Chaired the meeting.

The Chairman informed that all the Directors of the Company were present except Shri Sandip Somany, Independent Director and Shri Priya Shankar Dasgupta, Independent Director due to their preoccupation and had sent their good wishes/ greetings to all the Directors/KMP’s and members present in the meeting.

The requisite quorum being present, the Chairman called the meeting to order. The quorum was present throughout the meeting.

The Company’s performance was covered in the Board's Report and the Annual Report for FY 2024-2025. Thereafter, the Chairman read the Chairman statement as mentioned in the Annual Report.

The Chairman also informed the members that the Notice dated 19[th] May, 2025 of 53[rd] AGM, Report of Board of Directors and the Financial Statements for the financial year 2024-25 were taken as read as the same had already been circulated to the Members. There were no qualifications, reservation and adverse remarks in the Auditor's Report and the report of Secretarial Auditor of the Company and accordingly they were not required to be read.

Thereafter Chairman informed that Members would raise query through the Chat Box facility provided by NSDL at the AGM. Further the members who had registered themselves as speakers, were invited to express their views/ queries in the AGM.

All the queries of the members including queries received through chat box were replied suitably by the Chairman at the AGM.

The Chairman briefed the Shareholders about each item set out in the Notice calling the 53[rd] Annual General Meeting.

The items transacted and voted by members were as under:

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Sl. No. Details of Resolutions Resolution type
ORDINARY BUSINESS
1 To receive, consider and adopt the Audited Financial Statements of the Ordinary
Company for the Financial Year ended 31 [st] March, 2025, the Reports of
the Board of Directors and Auditors thereon and Audited Consolidated
Financial Statements of the Company for the Financial Year ended 31 [st]
March, 2025 and the Report of Auditors thereon.
2 To declare a Final Dividend of Rs.1.80 per Equity Share of the face Ordinary
value of Rs.2 each, for the Financial Year 2024-25.
3 To appoint a Director in place of Shri Riju Jhunjhunwala Ordinary
(DIN: 00061060), who retires by rotation in terms of Section 152(6) of
the Companies Act, 2013 and being eligible, offers himself for re-
appointment.
4 To appoint a Director in place of Shri Shekhar Agarwal Ordinary
(DIN: 00066113), who retires by rotation in terms of Section 152 (6) of
the Companies Act, 2013 and being eligible, offers himself for re-
appointment.
SPECIAL BUSINESS
5 To consider and approve continuation of Smt. Vinita Singhania (DIN: Special
00042983), as Non-Executive Non-Independent Director of the
Company who will be attaining the age of 75 years in FY 2026-2027.
6 To approve the Appointment of the Secretarial Auditors. Ordinary
7 To ratify the remuneration of Cost Auditors for the Financial Year Ordinary
ending 31 [st] March, 2026.
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The Chairman announced that the combined results of e-voting and voting at the AGM will be announced/ displayed through the website of the Company (www.hegltd.com) and the website of NSDL (www.evoting.nsdl.com) within 2 Working Days from the conclusion of meeting and the results shall also be intimated to BSE Ltd and National Stock Exchange of India Ltd. It shall also be displayed on the notice board at the Registered Office and Corporate Office of the Company.

The Chairman thanked all the members for their participation in the meeting. The meeting concluded at 1:34 P.M. The E-voting facility was kept open for next 15 minutes to enable the Shareholders to cast their vote.

Annexure-2

Details of Directors eligible for appointment/re-appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2.

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Name of Director Shri Riju Jhunjhunwala Shri Shekhar Agarwal
DIN 00061060 00066113
Category of Promoter Non-Executive Promoter Non-Executive
Directorship
Date of Birth 13.01.1979 09.10.1952
Age 46 Years 72 Years
Date of First 30.04.2009 15.07.1996
Appointment
on the Board
Qualification Graduate in Business Management Studies from B. Tech (Mech), IIT Kanpur, Master of Science Degree in
University of Bradford, UK Industrial & Systems Engineering from Illinois Institute
of Technology, Chicago, USA
Experience Shri Riju Jhunjhunwala, is the Vice Chairman of Shri Shekhar Agarwal, with more than 4 Decades
HEG Limited, he is an Industrialist with diversified experience in the textiles industry, is the Chairman and
business experience in Textile, Power, IT, Skill Managing Director of Maral Overseas Ltd. and Bhilwara
Development and Graphite Electrodes. Technical Textiles Ltd. He is also the Chairman of BMD
Pvt. Ltd.
He is the Chairman, Managing Director of RSWM
Limited and Managing Director of Bhilwara Energy
Ltd. He is also active in industry and social Shri Shekhar Agarwal obtained his B.Tech. (Mechanical
associations. Engineering) from IIT, Kanpur in 1975 and went on to
get his Master of Science Degree in Industrial & Systems
Engineering in 1976 from Illinois Institute of
He has been the past president of the Entrepreneurs
Technology, Chicago, USA. He worked as a Senior
Organization (Delhi Chapter) among some others.
Industrial & System Engineer with Rego Co., Chicago
from December 1976 to May 1980, having trained &
He is an avid reader of history and biographies and
practiced most, the Maynard Operations Sequencing
has a keen interest in general affairs and politics.
Technique for manufacturing high quality valves &
regulators for the LPG & Compressed gas industries.
He is a former Chairman of the Confederation of Indian
Textile Industry (CITI) (formerly ICMF), the apex body
for the total textile industry in India and former
President of Northern India Textile Mills Association
(NITMA).
No. of other
Bhilwara Energy Limited RSWM Limited
Directorships in Public
Limited Companies RSWM Limited Maral Overseas Limited
Bhilwara Infotechnology Limited BSL Limited
Bhilwara Technical Textiles Limited Bhilwara Technical Textiles Limited
NJC Hydro Power Limited
Chango Yangthang Hydro Power Limited
TACC Limited
Chairman/Member of
the Committees of the
Board of Directors of
the Companies. [#]
Audit Committee Nil Member
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Stakeholders Chairman Nil
Relationship
Committee
Chairman/Member of
the Committees of the
Board of Directors of
the other
Companies. #
Audit Committee Nil BSL Limited –Member
Stakeholders Bhilwara Technical Textiles Limited- Member RSWM Limited- Member
Relationship Maral Overseas Limited- Member
Committee
Listed Entities from Nil Nil
which the Director has
resigned in the past
three years
No of Equity Shares 6,780 Nil
held in the Company
as on 31 [st] March, 2025.
Number of Board 6/7 7/7
Meetings
attended/held during
the year
Terms and Non-Executive Director, liable to retire by rotation. Non-Executive Director, liable to retire by rotation.
conditions of
appointment/ re-
appointment
Remuneration sought See Note given below See Note given below
to be paid and the
remuneration last
Drawn
Relationship with Shri Riju Jhunjhunwala is relative of Shri Ravi No relationship with other Director, Manager and
other Directors, Jhunjhunwala.
Manager and Key Key Managerial Personnel.
Managerial Personnel
Justification for Not Applicable Not Applicable
choosing the
Independent Director
Skills and capabilities Refer point no. 2 (iii) of Corporate Governance Refer point no. 2 (iii) of Corporate Governance report
required for the role Report
and the manner in
which the proposed
person meets such
requirements
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Audit Committee and Stakeholders Relationship Committee have been considered.

Note 1: The Non-Executive Directors (including Independent Directors) are paid sitting fee for attending meetings of Board of Directors, Independent Directors and various Committee of Directors etc. in accordance with Nomination and Remuneration Policy of the Company.

Note 2: Smt. Vinita Singhania (Presently Aged: 73 Years 2 Months) (DIN: 00042983), Non-Executive Non-Independent Director of the Company will attain the age of 75 years in FY 2026-2027, therefore prior approval of Shareholder is being taken in the ensuing Annual General Meeting of the Company pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015.

Vivek Digitally signed by Vivek Chaudhary Chaudhary Date: 2025.08.20 15:50:10 +05'30'