HEG Ltd. — Proxy Solicitation & Information Statement 2024

Nov 26, 2024

HEG/SECTT/2024

November 26, 2024

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

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Dear Sir/ Madam,

In continuation to our intimation with respect to the Outcome of Board Meeting dated November 13, 2024 and pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copy of the Postal Ballot Notice dated November 13, 2024 along with explanatory statement seeking approval of Members by means of Postal Ballot through remote e-voting only.

In compliance with various MCA/SEBI circulars, this Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / Depository Participant(s), as on Friday, November 22, 2024 (“Cut-off Date”) .

The company has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The schedule of events for Postal Ballot (remote e-voting) is mentioned hereunder:-

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Sr. No. Event Details Day & Date
1. Cut-off date for determining the list of Friday, November 22, 2024
members eligible for remote e-voting and for
sending of Postal Ballot Notice to members
2. E-voting Commencement date and time Thursday, November 28, 2024 (09:00 A.M.
IST)
3. E-voting End date and time Friday, December 27, 2024 (05:00 P.M. IST)
4. Declaration of Results of Postal Ballot On or before Tuesday, December 31, 2024
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A Soft copy of the Postal Ballot Notice can also be accessed at the Company’s website at www.hegltd.com.

Kindly take the same on your record.

Thanking You, Yours faithfully,

For HEG Limited

Vivek Chaudhary Digitally signed by Vivek Chaudhary Date: 2024.11.26 17:10:16 +05'30'

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

Encl: As above

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HEG LIMITED

CIN: L23109MP1972PLC008290

Registered Office: Mandideep (Near Bhopal), Distt. Raisen - 462 046, (M.P.), Phone: 07480-233524, 233525, Fax : 07480-233522 Corporate Office: Bhilwara Towers, A - 12, Sector - 1, Noida - 201 301 (U.P.), Phone: 0120-4390300 (EPABX), Fax: 0120-4277841 E-mail: heg.investor@lnjbhilwara.com; Website: www.hegltd.com

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 read with 108 of the Companies Act, 2013 and read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions including any statutory modification / re-enactment etc. thereon]

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E-VOTING STARTS ON E-VOTING ENDS ON
Thursday, November 28, 2024 at 9:00 A.M. (IST) Friday, December 27, 2024 at 5:00 P.M. (IST)
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Dear Member(s),

Notice is hereby given pursuant to Section 110 read with Section 108 and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act” ) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), notifications, circulars issued thereunder or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ( “SS-2” ), in accordance with the requirements prescribed by the Ministry of Corporate Affairs ( “MCA” ) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (hereinafter collectively referred to as the “ MCA Circulars ”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ) and all other applicable Laws and Regulations, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time, to transact the special businesses as set out hereunder by passing the proposed Special Resolutions by way of postal ballot only, by voting through electronic means (‘remote e-Voting’):

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S.No. Description of Resolution Type of Resolution
1. To approve the appointment of Dr. Kamal Gupta (DIN: 00038490) as Non-Executive Non- Special Resolution
Independent Director of the Company, liable to retire by rotation.
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2.	To approve the Re-appointment and fxaton of remuneraton of Shri Manish Gulat (DIN: 08697512) as Whole Time Director designated as Executve Director of the Company, liable to retre byrotaton.	Special Resoluton

An Explanatory Statement pursuant to Sections 102 and 110 and other applicable provisions, if any, of the Act pertaining to the aforesaid resolutions setting out the material facts concerning each item and the reasons thereof is annexed hereto with the Postal Ballot Notice for your consideration and forms part of this Notice.

In compliance with the aforesaid MCA Circulars, HEG Limited (“Company”) is sending this Postal Ballot Notice indicating, inter alia, the process and manner of remote e-voting. This notice is being sent only through electronic mode to the members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, November 22, 2024 (“cut-off date”) received from the Depositories and whose e-mail address are registered with the Company/ Depositories/ Registrar and Transfer Agent (“RTA”). Accordingly, physical copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members and no physical ballot forms will be accepted.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically.

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The Company has engaged the services of National Securities Depository Limited (“NSDL’) for the purpose of providing remote e-Voting facility to its Members. The instructions for remote e-Voting are appended to this Notice. The said Postal Ballot Notice is also available on the website of the Company at www.hegltd.com.

In accordance with SS-2, issued by the Institute of Company Secretaries of India, if approved with requisite majority, the resolutions shall be deemed to have been passed on the last date specified by the Company for remote e-voting i.e., Friday, December 27, 2024.

Members desiring to exercise their vote through the remote e-Voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the ‘Notes’ section of this Notice for casting of votes by remote e-Voting not later than 5:00 p.m. (IST) on Friday, December 27, 2024. The remote e-Voting facility will be disabled by NSDL immediately thereafter.

The Board of Directors of the Company (“Board”), at its meeting held on Wednesday, November 13, 2024, has appointed Shri Saket Sharma, a Practicing Company Secretary (Certificate of Practice No. 2565, Membership No. FCS 4229), Partner, M/s. GSK & Associates as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner. After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman or any other person authorised by the Board. The result of postal ballot (including e-voting) shall be declared within 2 working days i.e., by Tuesday, December 31, 2024 from the conclusion of the e-voting. The result of postal ballot along with the Scrutinizer’s report will be displayed at the Company’s Registered Office & Corporate Office and shall be communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agents of the Company. Additionally, the results will also be uploaded on the Company’s website at www.hegltd.com and on the website of NSDL at www.evotng.nsdl.com.

SPECIAL BUSINESSES:

RESOLUTION NO. 1 – TO APPROVE THE APPOINTmENT Of DR. KAmAL GUPTA (DIN: 00038490) AS NON-ExECUTIVE NON-INDEPENDENT DIRECTOR Of THE COmPANy, LIABLE TO RETIRE By ROTATION.

: To consider and, if thought fit, to pass the following resolution as a Special Resolution

RESOLVED THAT pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, Regulation 17(1A) read with Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable provisions of the Act and Listing Regulations, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Dr. Kamal Gupta (DIN: 00038490) (Presently Aged 78 Years 9 Months) who was appointed by the Board of Directors as an Additional Director in the category of Non-Executive Non-Independent Director, liable to retire by rotation with effect from November 14, 2024 and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as Non-Executive Non-Independent Director, liable to retire by rotation, with effect from November 14, 2024.

RESOLVED fURTHER THAT pursuant to Regulation 17(1C) read with Regulation 17(1A) of the Listing Regulations, the approval of members be and is hereby also accorded for appointment of Dr. Kamal Gupta (DIN: 00038490) (Presently Aged 78 Years 9 Months) as Non-Executive Non-Independent Director, liable to retire by rotation with effect from November 14, 2024.

RESOLVED fURTHER THAT the Board of Directors and/or any person authorised by Board be and is severally authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all acts, deeds and things as may be necessary, expedient & desirable for the purpose of giving effect to the above.”

RESOLUTION NO. 2 – TO APPROVE THE RE-APPOINTmENT AND fIxATION Of REmUNERATION Of SHRI mANISH GULATI (DIN: 08697512) AS WHOLETImE DIRECTOR DESIGNATED AS ExECUTIVE DIRECTOR Of THE COmPANy, LIABLE TO RETIRE By ROTATION.

: To consider and, if thought fit, to pass the following resolution as a Special Resolution

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Schedule V thereto read with the Rules made thereunder and applicable provisions

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of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force), on the recommendations and/or approvals of Nomination and Remuneration Committee and the Board of Directors of the Company, the approval of the members of the Company be and is hereby accorded for the re-appointment of Shri Manish Gulati (DIN: 08697512) as Whole Time Director designated as Executive Director, liable to retire by rotation in terms of Sections 152 of the Act, for a period of five years with effect from March 1, 2025 to February 28, 2030, upon terms and conditions including remuneration as under:

efect from March 1, 2025 to	February 28, 2030, upon terms and conditons including remuneraton as under:
Basic salary	Rs. 5,14,257/-per month with an annual increase upto 15%.
Commission	0.75% of the net profts of the Company as computed in the manner laid down in Secton 198 of the Companies Act, 2013 subject to the maximum limit of Rs. 2 Crores.
Other Allowances	Rs. 4,26,489/-per month with an annual increase upto 15%.
Perquisites & Variable Pay Allowances	In additon to the salary, Shri Manish Gulat is enttled to the following perquisites:

Category ‘A’

• I) Housing:

(a)	The expenditure incurred by the Company on hiring unfurnished accommodaton for him subject to a ceiling, namely, 60% of the basic salaryor	The expenditure incurred by the Company on hiring unfurnished accommodaton for him subject to a ceiling, namely, 60% of the basic salaryor
(b)	In case the accommodaton is owned bythe Company, 10% of the basic salaryshall be deduced bythe Company, or
(c)	In case no accommodaton is provided by the Company, a house rent allowance subject to a ceiling of 60% of the basic salary.
II)	Gas, Electricity and Water	The expenditure incurred by the Company on Gas, Electricity and Water shall be valued as per Income-tax Rules, 1962 and will be subject to a ceilingof 10% of basic salary.
III)	Leave Travel Assistance	Rs. 4,000/-per month.
IV)	Club Fees	Fees, subject to a maximum of two clubs will be allowed. This will not include admission and life membershipfees.
V)	Personal Accident Insurance	Of an amount, the annual premium of which shall not exceed Rs. 10,000/-. For the purpose of this category, “family” means the spouse, dependent children and dependentparents.

Category ‘B’

i)	Provident Fund	Company’s contributon toprovident fund shall be asper the rules of the Company.
ii)	Superannuaton	Company’s contributon to superannuaton fund shall be in accordance with the rules of the Company.
iii)	Gratuity	Asper Rules of the Company.

Category ‘C’

i)	Car	Provision of car for use on Company's business. Use of car for private purpose shall be billed bythe company.
ii)	Telephone and Mobile	Reimbursement of Residental Telephone and Mobile usage expenses as per policy of the Company.
iii)	Furnishing loans and other perks	Furnishing loans and other perks as per the policy of the Company.
iv)	Variable Payallowance	Asperpolicyof the Companysubject to maximum of 16% of Total Fixed Salary.

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RESOLVED fURTHER THAT notwithstanding anything contained to the contrary in Companies Act 2013, where in any financial year, in the event of any loss, absence or inadequacy of the profits of the Company in any financial year, during the term of office of Shri Manish Gulati, the remuneration mentioned above shall be paid to Shri Manish Gulati as minimum remuneration subject to the provisions of Schedule V of the Companies Act, 2013.

RESOLVED fURTHER THAT in the event of any statutory amendment or modification by the Central Government to Schedule V to the Companies Act, 2013, the Board of Directors be and is hereby authorized to vary and alter the terms of appointment including salary, commission, perquisites, allowances etc. payable to Shri Manish Gulati within such prescribed limit or ceiling and as agreed by and between the Company and Shri Manish Gulati without any further reference to the Company in General Meeting.

RESOLVED fURTHER THAT the Board of Directors and/or any person authorised by Board be and is severally authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all acts, deeds and things as may be necessary, expedient & desirable for the purpose of giving effect to the above.”

Place: Noida (U.P) Date: November 13, 2024

By Order of the Board For HEG Limited Sd/Vivek Chaudhary Company Secretary ACS: 13263

Registered Office

Mandideep (Near Bhopal) Distt.Raisen - 462046, (M.P.) CIN: L23109MP1972PLC008290 E-mail: heg.investor@lnjbhilwara.com Website: www.hegltd.com Phone: 07480-233524, 233525, Fax: 07480-233522

Notes:

1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) along with details in terms of Regulation 36(3) of the SEBI Listing Regulations stating all material facts and the reasons/ rationale for the proposal is annexed hereto.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / Depository Participant(s), as on Friday, November 22, 2024 (“the Cut-off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

3. Members whose names appear on the Register of Members/List of Beneficial Owners as on Friday, November 22, 2024 will be considered for the purpose of voting.

4. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

5. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, physical copy of the Postal Ballot Notice along with postal ballot form and pre-paid business reply envelope are not being sent to the Members for this postal ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system. Please note that those shareholders who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories, are also entitled to

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vote in relation to the resolution as set out in this Notice. The detailed procedure with respect to remote e-voting is mentioned in note no. 16 of this Notice.

1. Members who have not registered/updated their e-mail address with the Company or Depository Participant(s), may complete the e-mail registration process as detailed below:

2. a) Members holding shares in physical form and whose KYC details including e-mail address are not registered/ updated with the Company, may register/ update their KYC details including e-mail address by submitting duly filled and signed request letter in Form ISR-1 along with self-attested copy of the PAN Card linked with Aadhaar; and self-attested copy of any document (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport etc.) in support of the address of the member and such other documents as prescribed in the Form ISR-1, by sending the same to RTA of the Company i.e. MCS Share Transfer Agent Limited, F-65, First Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020, Phone No. 011-41406149 – 52, Email Id: helpdeskdelhi@mcsregistrars.com.

3. b) Members holding shares in demat form can update their e-mail address with their Depository Participant(s).

4. Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, November 22, 2024, being the Cut-off Date fixed for the purpose.

5. The remote e-voting shall commence on Thursday, November 28, 2024, at 9:00 A.M. (IST) and shall end on Friday, December 27, 2024, at 5:00 P.M. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for e-voting thereafter.

6. The Scrutinizer will submit his report to the Chairman or any other person authorised by Chairman after the completion of scrutiny of e-voting, and the result of the e-voting by Postal Ballot will be announced within 2 working days from the conclusion of e-voting i.e. Tuesday, December 31, 2024 and will also be displayed on the Company website (www.hegltd.com), on the website of NSDL (www.evotng.nsdl.com) besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent. The result of postal ballot alongwith scrutinizer’s report will be displayed at the registered office & corporate office of the Company.

7. The resolutions, if passed by the requisite majority shall be deemed to have been passed on Friday, December 27, 2024 i.e., the last date specified for e-voting.

8. Members may download the Notice from the website of the Company at www.hegltd.com or from the website of NSDL at www.evotng.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.

9. The vote in this Postal Ballot cannot be exercised through proxy.

10. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to heg. investor@lnjbhilwara.com from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID between the period Thursday, November 28, 2024 to Friday, December 27, 2024.

11. The Scrutinizer’s decision on the validity of the vote shall be final and binding.

12. Contact details of the person responsible to address the queries/grievances, if any, connected with the Postal Ballot by electronic means:

Name: Shri N.K Jain; Email: heg.investor@lnjbhilwara.com

16. GENERAL INfORmATION AND INSTRUCTIONS fOR E-VOTING:

• a) In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by NSDL, on all the resolutions set forth in this Notice.

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• b) However, in pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

• c) Voting through electronic means.

In compliance with Section 108 and other applicable provisions of the Companies Act, 2013, read with the related Rules and other law as applicable, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Members.

The instructions for e-voting are as follows:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. htps://eservices.nsdl.
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Type of shareholders	Login method
Individual Shareholders	1. ExistngIDeASuser can visit the e-Services website of NSDL Viz.htps://eservices.nsdl.
holding securites in demat mode with NSDL.	comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’secton, this will prompt you to enter your existng User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services under Value added services. Click on“Access to e-Votng”under e-Votng services and you will be able to see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be re-directed to e-Votng website of NSDL for castng your vote during the remote e-Votng period. 2. If you are not registered for IDeAS e-Services, opton to register is available at htps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Votng website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ secton. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votngwebsite of NSDL for castng your vote duringthe remote e-Votng period.

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1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing holding securities in user id and password. Option will be made available to reach e-Voting page without any demat mode with CDSL further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

	3. If the user is not registered for Easi/Easiest, opton to register is available at CDSL
	websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click
	on registraton opton.
	4. Alternatvely, the user can directly access e-Votng page by providing Demat Account Number and PAN No. from a e-Votng link available onwww.cdslindia.comhome page. The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Afer successful authentcaton, user will be able to see the e-Votng opton where the evotng is in progress and also able to directly access the system of all e-VotngService Providers.
Individual Shareholders (holding securites in demat mode) login through their depository partcipants	You can also login using the login credentals of your demat account through your Depository Partcipant registered with NSDL/CDSL for e-Votng facility. upon logging in, you will be able to see e-Votng opton. Click on e-Votng opton, you will be redirected to NSDL/ CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. Click on company name or e-Votng service provider i.e. NSDL and you will be redirected to e-Votngwebsite of NSDL for castng your vote duringthe remote e-Votng period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by
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Login type	Helpdesk details
Individual Shareholders holding securites	Members facing any technical issue in login can contact NSDL helpdesk by
in demat mode with NSDL	sendinga request atevotng@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evotng@cdslindia.comor contact at toll free no. 1800-21-09911

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B) Login method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Votng website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl. com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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manner of holding shares i.e. your User ID is:
Demat (NSDL or CDSL) or Physical
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manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number (i.e. 132251) followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 132251 then user ID is 132251001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id : and password and registration of e mail ids for e-voting for the resolutions set out in this notice

• a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to heg.investor@lnjbhilwara.com or helpdeskdelhi@mcsregistrars.com

• b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to heg.investor@lnjbhilwara.com or helpdeskdelhi@mcsregistrars.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

• c) Alternatively shareholder/members may send a request to evotng@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

• d) In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evotng.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evotng.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evotng@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Votng system.

How to cast your vote electronically on NSDL e-Votng system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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1. Upon confirmation, the message “Vote cast successfully” will be displayed.

2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

3. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cssaket.associates@gmail.com with a copy marked to evotng@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evotng.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evotng.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evotng@nsdl.com

Explanatory Statement pursuant to Sectons 102 and 110 of the Companies Act, 2013.

Item No. 1:

Pursuant to the recommendation by the Nomination and Remuneration Committee under Section 178(2) of the Companies Act, 2013 (“the Act”) read with applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board of Directors in its meeting held on November 13, 2024, appointed, Dr. Kamal Gupta (DIN 00038490) (Presently Aged 78 Years 9 Months) as an Additional Director in the category of Non-Executive Non Independent Director of the Company, liable to retire by rotation, pursuant to provisions of Sections 149, 152, 160, and 161 read with other applicable provisions of the Act, with effect from November 14, 2024, subject to approval of the Shareholders through special resolution.

The Members may note that Dr. Kamal Gupta was initially appointed as an Independent Director on August 30, 2014 for the first term of 5 consecutive years and subsequently re-appointed as Independent Director for the second term of 5 Years w.e.f. August 30, 2019 up to August 29, 2024.

Dr. Kamal Gupta has completed his 2[nd] term as an Independent Director on August 29, 2024.

Dr. Kamal Gupta has qualified Chartered Accountancy and Cost Management Accountancy and also holds Ph.D. in Business Management. He was the Technical Director of the Institute of Chartered Accountants of India and was responsible for all technical and research activities of the institute. In particular he played an instrumental role in introducing accounting and auditing standards in India. He has represented India on various international professional bodies. He has also been senior technical advisor in a Big4 multinational accounting, auditing and consultancy firm of chartered accountants. He has expertise in the areas of Finance, Accounting and Corporate Laws and is at present a freelance consultant in these areas.

He is also the renowned author of various books on Auditing and Company Law and has been a faculty and speaker at a large number of national and international seminars and programmes.

Dr. Gupta has been active through his participation at the Board and Committee meetings and made valuable contribution, including towards Corporate Governance and management of the affairs of the Company. He was present at most of the Meetings of the Board and various Committees of Directors during his tenure as Independent Director. He came well prepared, asked insightful questions and brought fresh perspectives. He also followed-up on matters on which he had expressed opinion/concern.

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Members may further note that Dr. Kamal Gupta (DIN: 00038490) (Presently aged 78 Years 9 Months) had expressed his own judgment & voiced his opinion and views freely at the Board/Committee meetings. His vast and varied experience in the business and corporate world justifies the proposal for his appointment as Non-Executive and Non- Independent Director, liable to retire by rotation.

In order to continue to have the benefit of experience, expertise and skills, it may be proposed to consider and approve the appointment of Dr. Kamal Gupta (DIN: 00038490) as Non-Executive and Non-Independent Director, liable to retire by rotation.

The Members may also note that pursuant to Regulation 17(1A) of the Listing Regulations, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Since Dr. Kamal Gupta being more than age of seventy five, the approval of shareholders by way of Special Resolution is being obtained for appointment of Dr. Kamal Gupta, as Non-Executive Non-Independent Director pursuant the Regulation 17(1A) of the Listing Regulations.

The Company has also received a notice in writing under the provisions of Section 160 of the Companies Act, 2013 from a member proposing the candidature of Dr. Kamal Gupta for the office of Non-Executive Non-Independent Director to be appointed under Section 149, 152 and other applicable provisions of the Act.

In the opinion of the Board of Directors, Dr. Kamal Gupta fulfils the conditions specified in the Act and the Rules made there under. He is a person of integrity, independent of the management and possesses appropriate skills, experience and knowledge. His appointment as a Non-Executive Non-Independent Director would be beneficial to the company and will enable the Board to discharge its functions and duties effectively.

The Member may also note that Dr. Kamal Gupta is not debarred from holding the office of Director pursuant to any SEBI order or any other such authority.

Dr. Kamal Gupta would be entitled to sitting fees for attending meetings of the Board/ Committees, as approved by the Board of directors.

A copy of the letter of appointment of Dr. Kamal Gupta as Non-Executive Non-Independent Director setting out the terms and conditions is available for inspection in electronic form on request by the Members of the Company, upto the last date of the remote e-voting i.e. Friday, December 27, 2024. The same is also available during the remote e-voting period of the Postal Ballot on the website of the Company i.e. www.hegltd.com.

The profile and specific areas of expertise and other relevant information as required under the SEBI Listing Regulations and SS-2 are provided in the attached Annexure-1.

The Board recommends passing of the Resolution set out in Item No. 1 of the accompanying Postal Ballot Notice, for approval by the Members by way of Special Resolution.

Except Dr. Kamal Gupta and his relatives, none of the other Directors/ Key Managerial Personnel of the Company, and/or their relatives are in any way, concerned or interested financially or otherwise, in the proposed Special Resolution. This statement may also be regard as an appropriate disclosure under the SEBI Listing Regulations.

Item No. 2:

Members of the Company note that the members in their 48[th] Annual General Meeting (“AGM”) held on 11[th] September, 2020 had approved the appointment of Shri Manish Gulati (DIN: 08697512) as Whole Time Director designated as an Executive Director for a period of 5 years with effect from March 1, 2020 upto February 28, 2025.

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Further, the members in their 52[nd] AGM held on 7[th] August, 2024 approved the remuneration of Shri Manish Gulati, Whole Time Director designated as an Executive Director of the Company for a period w.e.f. April 1, 2024 to February 28, 2025 as Minimum Remuneration under Schedule V of the Companies Act, 2013 (“Act”).

Members may note that pursuant to proviso of Section 196(2) of Companies Act, 2013, No re-appointment shall be made earlier than one year before the expiry of his term.

Members may note that Shri Manish Gulati has been associated with the Company for more than 31 years. He has started his career from marketing, he developed an in-depth understanding of the customers, Product application, Quality, Customer service, Production planning etc. He was appointed as the Chief Operating Officer and Chief Marketing Officer of the Company in February, 2019.

Having accumulated in-depth knowledge of operations, technical processes, projects, power plant, HR, R&D etc. besides his core strength of marketing and commercial, he was brought on the Board and was appointed as Executive Director of the company.

His main achievements in the last 5 years stint as Executive Director have been well execution of the Rs.1200 crores Expansion project, increasing the Speciality business manifold , improving plant parameters to bring in line with the best in the industry, leading and motivating employees to achieve Organizational Objectives, tight control over cost and expenditure, taking keen interest in CSR activities of the company like Akshaya Patra, Building the new School for the children of community around plant, Apna Ghar home for destitute etc. Besides that, he has maintained good relation with MP Govt. at all levels.

In view of his contribution towards the Company and based on his vast experience, the Nomination & Remuneration Committee and the Board of Directors in their respective meetings held on November 13, 2024, have approved the reappointment and payment of remuneration of Shri Manish Gulati (DIN: 08697512) as Whole Time Director designated as an Executive Director of the Company, liable to retire by rotation in terms of Sections 152 of the Companies Act, 2013, for a period of five years with effect from March 1, 2025 to February 28, 2030, subject to the approval of members.

The Board considered the feedback/views of Nomination and Remuneration Committee on the performance evaluation of Shri Manish Gulati, Whole Time Director designated as an Executive Director of the Company while approving his reappointment and payment of remuneration, for a period of five years subject to the approval of members of the Company.

Members may also note that proposed remuneration as set forth in the resolution is in accordance with and within the limits of Schedule V and applicable provisions of the Companies Act, 2013 (the Act) and it therefore, require approval of shareholders by way of Special Resolution.

Shri Manish Gulati is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Shri Manish Gulati is not debarred from holding the office of Director, pursuant to any SEBI order or any other such authority.

Members may also note that the re-appointment and payment of remuneration proposed through this item will take effect from March 1, 2025, as his existing terms and conditions of appointment will continue till February 28, 2025.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services.

A copy of memorandum containing terms of appointment and remuneration of Shri Manish Gulati, Whole Time Director designated as Executive Director of the Company as required under Section 190 of the Companies Act, 2013 is available for inspection in electronic form on request by the Members of the Company, upto the last date of the remote e-voting i.e. Friday, December 27, 2024. The same is also available during the remote e-voting period of the Postal Ballot on the website of the Company i.e. www.hegltd.com.

The profile and specific areas of expertise and other relevant information as required under the SEBI Listing Regulations and SS-2 are provided in the attached Annexure-1.

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The Board recommends passing of the Resolution set out in Item No. 2 of the accompanying Postal Ballot Notice, for approval by the Members by way of Special Resolution.

Except Shri Manish Gulati and his relatives, none of the other Directors/ Key Managerial Personnel of the Company, and/ or their relatives are in any way, concerned or interested financially or otherwise, in the proposed Special Resolution. This statement may also be regard as an appropriate disclosure under the SEBI Listing Regulations.

Place: Noida (U.P) Date: November 13, 2024

By Order of the Board For HEG Limited Sd/Vivek Chaudhary Company Secretary ACS: 13263

Registered Office Mandideep (Near Bhopal) Distt.Raisen - 462046, (M.P.) CIN: L23109MP1972PLC008290 E-mail: heg.investor@lnjbhilwara.com Website: www.hegltd.com Phone: 07480-233524, 233525, Fax: 07480-233522

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ANNExURE – 1

Details of Directors eligible for 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 Dr. Kamal Gupta Shri manish Gulati
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Name of Director	Dr. Kamal Gupta	Shri manish Gulat
DIN	00038490	08697512
Categoryof Directorship	Non-Executve Non-Independent Director	Executve Director
Date of Birth	12-02-1946	29-07-1969
Age	78years	55 Years
Date of First Appointment on the Board	November 10, 1994	March 1, 2020
Qualifcaton	FCA, FICWA, Ph.D in Business Management.	BSc (Statstcs), BE (Electronics) and MBA (Marketngand Finance)
Experience	Dr. Kamal Gupta has qualifed Chartered Accountancy and Cost Management Accountancy and also holds Ph.D. in Business Management. He was earlier a Technical Director of the Insttute of Chartered Accountants of India and was responsible for all technical and research actvites of the Insttute. In partcular he was instrumental in introducing accountng and auditng standards in India. He has represented India on various internatonal professional bodies. He has also been senior technical advisor in a Big4 multnatonal accountng, auditng and consultancy frm of chartered accountants. Dr. Gupta has expertse in the areas of Finance, Accountng and Corporate Laws and is at present a freelance consultant in these areas. He is also the renowned author of various books on Auditng and Company Law. He has also been a faculty and speaker at a large number of natonal and inter- natonal seminars and programmes.	Shri Manish Gulat is BSc (Statstcs) Agra University, BE Electronics, Pune University and MBA (Marketng and Finance), FMS Delhi University. He has been associated with the Company for more than 31 years. He has started his career from marketng, he developed an in-depth understanding of the customers, Product applicaton, Quality, Customer service, Producton planning etc. He was appointed as the Chief Operatng Ofcer and Chief Marketng Ofcer of the Company in February, 2019. Having accumulated in-depth knowledge of operatons, technical processes, projects, power plant, HR, R&D etc. besides his core strength of marketng and commercial, he was brought on Board and was appointed as Executve Director of the company. His main achievements in the last 5 years stnt as Executve Director have been well executon of the Rs.1200 crores Expansion project, increasing the Speciality business manifold , improving plant parameters to bring in line with the best in the industry, bringing about cultural change in plant, leading and motvatng employees and aligning them with organizatons objectves, tght control over cost and expenditure, taking keen interest in CSR actvites of the company like Akshaya Patra, Building the new School for the children of community around plant, Apna Ghar home for desttute etc. Besides that, he has maintained good relaton with MP Govt. at all levels.

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No. of other Directorships in Public Limited Companies#	Nil	Nil
Chairman/Member of the Commitees of the Board of Directors of the Companies.##
Audit Commitee	-	-
Stakeholders Relatonship Commitee	-	-
Chairman/Member of the Commitees of the Board of Directors of the other Companies. ##
Audit Commitee	-	-
Stakeholders Relatonship Commitee	-	-
Listed Enttes from which the Director has resigned in the past three years	Ceased to be an Independent Director from the following Listed Companies due to completon of 2ndterm as Independent Director. i) HEG Limited w.e.f. August 29, 2024 ii) Maral Overseas Limited w.e.f. September 25, 2024 iii) RSWM Limited w.e.f. September 15, 2024	-
No of Equity Shares held in the Company.	2365 Dr. Kamal Gupta (Jointly with his wife Mrs. Usha Gupta)	Nil
Number of Board Meetngs atended/held during the year	5/6 (During FY 2023-24)	6/6 (During FY 2023-24)
Terms and conditons of appointment/ re- appointment	Non-Executve Non Independent Director liable to retre by rotaton.	Executve Director, liable to retre by rotaton.
Remuneraton sought to be paid and the remuneraton last Drawn	See Note Given Below	Mentoned in the item no. 2 of the Postal Ballot Notce and explanatory statement thereto. The Last Remuneraton drawn was: Rs. 144.73 Lakhs (During half year from April 1,2024 tll September 30,2024).
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.
Justfcaton for choosing the Independent Director	Not Applicable	Not Applicable

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Skills and capabilities required As per explanatory statement of the Postal As per explanatory statement of the Postal for the role and the manner Ballot Notice. Ballot Notice. in which the proposed person meets such requirements

Excludes Directorship in Private Limited Companies, Foreign Companies, Membership of Management Committees of Various Chamber/Bodies and Section 8 Companies. ##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.

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