HEG Ltd. — Board/Management Information 2024

Sep 23, 2024

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HEG/SECTT/2024

September 23, 2024

	1	BSE Limited P J Towers Dalal Street MUMBAI - 400 001. Scrip Code : 509631	2	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: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- Appointment of Independent Directors

Dear Sir/Ma’am,

This is in furtherance to our letter dated August 13, 2024 titled “Outcome of Board Meeting” informing about the appointment of Shri Nand Gopal Khaitan (DIN: 00020588), Shri Sandip Somany (DIN: 00053597) and Shri Priya Shankar Dasgupta (DIN: 00012552) as Additional Directors in the Category of Non-Executive Independent Directors.

Pursuant to the voting results of postal ballot filed today, we wish to inform you that the shareholders have also approved with the requisite majority, the appointment of above Independent Directors, not liable to retire by rotation, for a first term of 5 (five) consecutive years each with effect from August 13, 2024 till August 12, 2029.

Details of the Independent Directors who were appointed are attached as Annexure-1.

Kindly take the same on record.

Thanking you,

Yours faithfully, For HEG Limited

Vivek Digitally signed by Vivek Chaudhary Date: 2024.09.23 18:42:24 Chaudhary +05'30'

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

Encl: as above

ANNEXURE – 1

Name of Director	Shri Nand Gopal Khaitan	Shri Sandip Somany	Shri Priya Shankar Dasgupta
DIN	00020588	00053597	00012552
Categoryof Directorship	Independent	Independent	Independent
Date of Birth	21-05-1951	16-12-1963	30-06-1955
Age	73	60	69
Date of First Appointmenton the Board	August 13, 2024	August 13, 2024	August 13, 2024
Qualifcaton	Atorney-At-Law, Advocate & Notary Public, Graduate from St. Xavier’s College, Kolkata. Passed Atorneyship Examinaton from the Calcuta High Court in the year 1974 and stood frst in the Preliminary, Intermediate and Final Examinatons.	Diploma in Engineering from the University of California, USA, and has a Bachelor’s degree from Delhi University.	B.A. (Hons.), LLB, Post Graduate Diploma-Corporate Laws & Labour Laws.
Experience	Shri Nand Gopal Khaitan Practcing as Atorney and Advocate in the Hon’ble Calcuta High Court and the Hon’ble Supreme Court of India. He is the Senior Partner of Khaitan & Co., Kolkata, Mumbai and New Delhi. KHAITAN & CO is one of the largest Atorney frms in India and rated as one amongst the top three Law Firms in India by Asian Legal Business Publicaton. He has vast experience in Legal profession and also expertse in Board Procedure and Corporate Governance.	Shri Sandip Somany is the Chairman of Somany Impresa Group, one of India’s leading conglomerates. He is the Former President of the Federaton of Indian Chambers of Commerce and Industry (FICCI), and Past-President of Internatonal Chamber of Commerce (Head Quarter in Paris) India Chapter. He has been the youngest President in the history of PHD Chamber of Commerce and Industry (PHDCCI) in 2012. He is the current Chairman of the Indian Council of Sanitaryware, Manufacturers (INCOSAMA), and was also a member of the Governing Council of All India Glass Manufacturers Associaton. He is also a Member of the Delhi Chapter of Young Presidents Organisaton (YPO) for over 23 years.	Shri Priya Shankar Dasgupta specializes in structuring and negotaton of Joint Ventures, Mergers and Acquisitons transactons (both inbound and outbound), Private Equity, Foreign Collaboratons & devising entry strategies. He routnely counsels on Corporate Laws, Foreign Exchange, Anttrust and Mercantle Laws, Project Contracts, Constructon Contracts including Telecom and other Infrastructure Projects and Financing Contracts, Specialized Corporate Litgaton, Domestc and Internatonal Arbitratons. He, along with his Partner, has also forayed into the educaton sector through DPS Jodhpur and based on its success brought the DPS brand into UAE as DPS Sharjah and DPS Dubai. All the three schools, today in aggregate have more than 15,000 students and are running very successfully. He also serves as a director on the board of various natonal & multnatonal clients doing business in India viz., Timken India Limited, Cummins India Limited, Snap-on Tools Pvt. Ltd., Bhilwara Technical Textles Limited, RSWM Limited etc. He takes up both legal and business advisory role across various industries like Cement, Renewable energy, HealthCare, Automobiles, Manufacturing, Textle, UAVs, Engine, Bearings etc.

No. of other Directorships in Public Limited Companies	1. AGI Greenpac Limited (formerly known as HSIL Limited) 2. JK Lakshmi Cement Limited 3. Mangalam Cement Limited 4. Reliance Chemotex Industries Limited 5. Hindware Home Innovaton Limited (formerly known as Somany Home Innovaton Limited) 6. Shyam Metalics and Energy Limited	1. AGI Greenpac Limited 2. Hindware Limited 3. Somany Impresa Limited 4. Indian Council of Sanitaryware Manufactures (Secton 8 Company) 5. AGI Glasspack Limited 6. JK Paper Limited 7. Hindware Home Innovaton Limited 8. Trufo Pipes Limited 9. Natonal Skill Development Corporaton (Secton 8 Company) 10. Indraprastha Medical Corporaton Limited	1. Maral Overseas Ltd. 2. Vindhya Telelinks Ltd. 3. Interstar Financial Services Ltd.
Chairman/Member of the Commitees of the Board of Directors of the Companies.#
Audit Commitee	Member	-	-
Stakeholders Relatonship Commitee	-	Member	-
Chairman/Member of the Commitees of the Board of Directors of the other Companies. #
Audit Commitee	1. JK Lakshmi Cement Limited - Chairman 2. AGI Greenpac Limited (formerly known as HSIL Limited) – Member 3. Reliance Chemotex Industries Limited – Member 4. Mangalam Cement Limited - Chairman 5. Hindware Home Innovaton Limited (formerly known as Somany Home Innovaton Limited)– Member	1. Hindware Home Innovaton Limited - Member 2. Hindware Limited - Member 3. JK Papers Limited- Member	1. Vindhya Telelinks Limited – Member 2. Maral Overseas Limited – Member
Stakeholders Relatonship Commitee	1. JK Lakshmi Cement Limited - Member 2. AGI Greenpac Limited (formerly known as HSIL Limited) – Chairman 3. Hindware Home Innovaton Limited (formerly known as Somany Home Innovaton Limited)– Member	NIL	NIL

Listed Enttes from which the Director has resigned in the past three years	1. India Power Corporaton Limited 2. Chase Bright Steel Limited 3. Malika Embroider Limited 4. Malika Embroider and Textle India Limited	-	1. Cummins India Limited 2. Timken India Limited 3. Ester Industries Limited 4. RSWM Limited 5. Bhilwara Technical Textles Limited
No of Equity Shares held in the Company.	Nil	23,950 (along with his relatves)	Nil
Number of Board Meetngs atended/held during the year	NA	NA	NA
Terms and c o n d i t i o n s of appointment/ re- appointment	Independent Director, not liable to retre by rotaton.	Independent Director, not liable to retre by rotaton.	Independent Director, not liable to retre by rotaton.
Remuneraton sought to be paid and the remuneraton last Drawn	See Note Given Below	See Note Given Below	See Note Given Below
Relatonship with other Directors, Manager and Key Managerial Personnel	No relatonship with other Director, Manager and Key Managerial Personnel.	No relatonship with other Director, Manager and Key Managerial Personnel.	No relatonship with other Director, Manager and Key Managerial Personnel.
Justfcaton for choosing the Independent Director	As per Explanatory Statement of Postal Ballot Notce	As per Explanatory Statement of Postal Ballot Notce	As per Explanatory Statement of Postal Ballot Notce
Skills and capabilites required for the role and the manner in which the proposed person meets such requirements	Knowledge of Company business, mission, vision and values, behaviour skills, advising on regulatory compliance, and in corporate and arbitraton mater, commercial and civil litgatons, merger, acquisiton & joint venture. Also his expertse in corporate governance makes him a trusted advisor to corporate boards and management on issues related to compliance, ethics, and best practces	Knowledge of Company business, mission, vision and values, behaviour skills, forex management, administratve and marketng skills, industry advocacy and leadership, business leadership and management, global expansion. His ability to manage the fnancial aspects of the business, including cost control, proftability, and investment decisions. Also his expertse in corporate governance makes him a trusted advisor to corporate boards and management on issues related to compliance, ethics, and best practces	Knowledge of Company business, mission, vision and values, behaviour skills, deep understanding of banking and fnancial regulatons and advisory on various fnancing transactons, including, structured fnance, and debt restructuring, policy advisory on public & regulatory afairs, experience in corporate laws, foreign exchange and specialized in corporate litgaton. His expertse in corporate governance makes him a trusted advisor to corporate boards and management on issues related to compliance, ethics, and bestpractces

Audit Committee and Stakeholders Relationship Committee have been considered.

Note: 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.