HEG Ltd. — Capital/Financing Update 2025

Mar 10, 2025

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HEG / SECTT / 2025

10 March 2025

	BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai – 400001 Scrip Code: 509631	National Stock Exchange of India Limited Exchange plaza, C‐1, Block G, Bandra‐Kurla Complex, Bandra (E), Mumbai – 400051 Scrip Code: HEG

Sub: Outcome of the Board Meeting held on 10 March 2025.

Dear Sir/Madam

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations ”), we wish to inform you that the Board of Directors of the Company (" the Board ") at its meeting today, i.e. 10 March 2025, has approved, the execution of share subscription and shareholders’ agreement on 10 March 2025, by and amongst, HEG Limited (“ Company ”), Singularity Growth Opportunities Fund II (“ Singularity ”), Bhilwara Energy Limited (“ BEL ”) and existing shareholders of BEL (“ SSSHA ”), in connection with investment of an aggregate amount of INR 250,00,22,488 (Indian Rupees Two Hundred Fifty Crore Twenty Two Thousand Four Hundred and Eighty Eight) (“ Subscription Amount ”) by Singularity and its Affiliates and certain other Persons to be identified by Singularity pursuant to the terms of SSSHA (“ Investors ”) in BEL as consideration for subscription, allotment and issuance of 1,75,95,979 equity shares of face value INR 10 each by BEL, in accordance with the terms of the SSSHA, such that post‐issuance, the Investors will hold 9.6% of the paid‐ up share capital of BEL (“ Investment Transaction ”). Additionally, after the closing of the Investment Transaction, Singularity has the option of investing a further aggregate amount of INR 250,00,00,000 (Indian Rupees Two Hundred Fifty Crore) (“ Additional Subscription Amount ”) in BEL (“ Additional Investment Right ”), for such number of equity shares of BEL basis per equity share price that is higher of: (i) the fair market value of equity shares of BEL as on the date of exercise of the Additional Investment Right by Singularity; and (ii) INR 142.08 (Indian Rupees One Hundred and Forty Two and Eight paise).

The Investment Transaction and the Additional Investment Right, are together referred to as the “ Proposed Transaction ”. The aforesaid Proposed Transaction in BEL by the Investors shall be subject to the completion of conditions precedent and closing actions as specified in the SSSHA.

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The disclosure as required under Regulation 30 of the Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CFD‐PoD‐1/P/CIR/2023/123 dated 13 July 2023, are enclosed herewith and marked as Annexure A .

The above said Board Meeting commenced at 01:00 p.m. and concluded at 04:00 p.m..

This is for your information and record.

The aforesaid information is also available on the website of the Company i.e www.hegltd.com.

Thanking you,

Yours faithfully, For and on behalf of HEG Limited

Vivek Digitally signed by Vivek Chaudhary Date: 2025.03.10 16:43:08 Chaudhary +05'30'

Vivek Chaudhary Company Secretary M.No. A‐13263 heg.investor@lnjbhilwara.com Encl: as above

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Annexure A

Details of the share subscrip�on and shareholders’ agreement

Sr. No	Par�culars	Details
1.	Name(s) of par�es with whom the agreement is entered.	HEG Limited (“Company”), Bhilwara Energy Limited (“BEL”), Singularity Growth Opportuni�es Fund II (“Singularity”), other exis�ng shareholders of BEL (“Other Shareholders” and collec�velywith the Company,the “Exis�ng Shareholders”).
2.	Purpose of entering into the agreement.	Company being a shareholder in BEL, has entered into the SSSHA in connec�on with investment of an aggregate amount of INR 250,00,22,488 (Indian Rupees Two Hundred Fi�y Crore Twenty Two Thousand Four Hundred and Eighty Eight) (“Subscrip�on Amount”) by Singularity and its Afliates and certain other Persons to be iden�fed by Singularity pursuant to the terms of SSSHA (“Investors”) in BEL (“Investment Transac�on”). Addi�onally, a�er the closing of the Investment Transac�on, Singularity has the op�on of inves�ng a further aggregate amount of INR 250,00,00,000 (Indian Rupees Two Hundred Fi�y Crore) (“Addi�onal Subscrip�on Amount”) in BEL (“Addi�onal Investment Right”), for such number of equity shares of BEL basis per equity share price that is higher of: (i) the fair market value of equity shares of BEL as on the date of exercise of the Addi�onal Investment Right by Singularity; and (ii) INR 142.08 (Indian Rupees One Hundred and Forty Two and Eight paise). The Investment Transac�on and Addi�onal Investment Right is subject to the comple�on of condi�ons precedent and closing ac�ons as specifed in the SSSHA, such that the SSSHA shall govern the inter‐se rights and obliga�ons of the shareholders of BEL, and governance and management of BEL.
3.	Shareholding, if any, in the en�ty with whom the agreement is executed.	The current shareholding of the Company in BEL is 49.01%. Post the Investment Transac�on, the shareholding of the Company in BEL shall be 44.30%.

	4.	Signifcant terms of the agreement (in brief) / special rights like right to appoint directors, frst right to share subscrip�on in case of issuance of shares, right to restrict any change in capital structure etc.	The signifcant terms under the SSSHA are_inter alia_as follows: (a) Singularity shall have the right to nominate 1 director on the board of BEL; (b) The securi�es of BEL issued to the Investors pursuant to the Investment Transac�on and the Addi�onal Investment Right (if exercised by Singularity) shall be in the following nature: (i) 100 fully paid equity shares of BEL to be subscribed to by Singularity, in rela�on to which 100% of the subscrip�on amount shall be paid by Singularity to BEL on the date of consumma�on of the Investment Transac�on (“Closing Date”); and (ii) 1,75,95,879 partly paid equity shares of BEL to be subscribed by the Investors, in rela�on to which: (A) 10% of the Subscrip�on Amount shall be paid by Singularity to BEL on the Closing Date; and (B) 90% of the Subscrip�on Amount shall be paid by the Investors to BEL, upon such amount being called by the BEL in accordance with the terms of the SSSHA. (c) The Investors shall be en�tled to customary afrma�ve vo�ng ma�ers in BEL, which shall only be efec�ve upon the Investors paying 50% of the Subscrip�on Amount to BEL (in accordance with the terms of the SSSHA), in rela�on to the partly paid equity shares of BEL to be subscribed by the Investors. This will fall away as per the terms of the SSSHA. (d) All the shareholders have the right to subscribe to any further issuance of securi�es by BEL, in propor�on to their then respec�ve shareholding (on a fully diluted basis). (e) In case the Investors propose to transfer their securi�es in BEL, the Exis�ng Shareholders have the right to purchase such securi�es.

5.	Whether the said par�es are related to promoter/promoter group/ group companies in any manner. If yes, nature of rela�onship.	BEL is an associate company of the Company, and the Company holds 49.01% of the paid‐up share capital of BEL, on a fully diluted basis. Singularity is not related to promoter/promoter group/ group companies in any manner.
6.	Whether the transac�on would fall within related party transac�ons? If yes, whether the same is done at “arms length”.	Not applicable.
7.	In case of issuance of shares to the par�es, details of issue price, class of shares issued.	Not applicable.
8.	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed en�ty, poten�al confict of interest arising out of such agreements,etc.	Not applicable.