HEG Ltd. — Proxy Solicitation & Information Statement 2024

Aug 22, 2024

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HEG/SECTT/2024

22[nd] August, 2024

1	BSE Limited P J Towers Dalal Street MUMBAI - 400 001. Scrip Code : 509631	2	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: Newspaper Publication regarding completion of despatch of Notice of postal ballot by way of electronic voting (‘Remote e-Voting’) facility.

Dear Sir/Madam,

This is to inform you that the Company has published today the newspaper advertisement with regard to captioned subject in the following newspapers:

1) Business Standard (All editions in English) 2) Nava bharat (Bhopal edition in Hindi)

Copy of the above notice as published in the newspapers are enclosed.

The same is also available on the website of the Company at www.hegltd.com

Kindly take the same on record.

Thanking you,

Yours faithfully, For HEG Limited Vivek Digitally signed by Vivek Chaudhary Date: 2024.08.22 10:55:06 Chaudhary +05'30'

Vivek Chaudhary Company Secretary A-13263

heg.investor@lnjbhilwara.com

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NAmE	PLACE	dAtE
Business Standard-English	All Editions	22-08-2024

HEG LimitEd Regd. Off.: Corp. Off.: Bhilwara Towers, A-12, Sector-1, Noida-201301 (U.P.); Phone: 0120-4390300 (EPABX); Fax: 0120-4277841Mandideep (Near Bhopal), Distt. Raisen-462046, (M.P.); Phone: 07480-233524, 233525, Fax: 07480-233522 CiN : L23109mP1972PLC008290 E-mail: heg.investor@lnjbhilwara.com; Website: www.hegltd.com

NOtiCE OF POStAL BALLOt/ E-VOtiNG

Notice is hereby given to the Members of the Company that 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) 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 remote e-Voting vide General Circulars including no. 09/2023 dated September 25, 2023 (“ mCA Circulars ”), 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, the Company has completed dispatch of Postal Ballot Notice dated August 13, 2024 along with explanatory statement and remote e-voting instructions (“ Notice ”) seeking consent of the Members for below mentioned resolutions on Wednesday, August 21, 2024, only by e-mail, to all those Members whose e-mail addresses were registered with the Company or Registrar and Share Transfer Agent (“ RtA ”) or with their respective Depository / Depository Participant (“ dP ”) and whose name appears in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, August 16, 2024 (“ Cut - Off date ”) to transact the special business by passing the Proposed Resolutions by way of postal ballot only, by voting through electronic means ( “Remote e-Voting” ):

item No.	description of Resolution	type of Resolution
1	Appointment of Shri Nand Gopal Khaitan (DIN: 00020588) as an Independent Director of the Company.	Special Resolution
2	Appointment of Shri Sandip Somany (DIN: 00053597) as an Independent Director of the Company.	Special Resolution
3	Appointment of Shri Priya Shankar Dasgupta (DIN: 00012552) as an Independent Director of the Company.	Special Resolution
4	Approval for splitting/sub-division of the Company’s equity shares of Rs 10/- each into 5 (Five) equity shares of face value Rs 2/- each.	Ordinary Resolution
5	Approval to amend the Capital Clause in the Memorandum of Association of the Company.	Ordinary Resolution

In compliance with the requirement of MCA Circulars issued from time to time in this regard, physical copy of Postal Ballot Notice along with postal ballot forms and pre-paid business envelope were not sent to the Members for this Postal Ballot and accordingly, the company has engaged the services of National Securities Depository Limited (“NSDL’) for the purpose of providing remote e-Voting facility to its Members, to enable them to cast their votes electronically only. The instructions for remote e-Voting are appended to the Postal Ballot Notice, which is available on the Company's website at www.hegltd.com and on the website of NSDL at www.evoting.nsdl.com . A copy of the said Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com . 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) accordingly. Once the Member cast vote on a resolution, Member shall not be allowed to change it subsequently or cast vote again. Remote e-voting period shall commence on Thursday, August 22, 2024 (9:00 A.M. IST) and end on Friday, September 20, 2024 (5:00 P.M. IST). During this period, Members may cast their vote(s) electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date (including those Members who may not have received this Notice due to nonregistration of their e-mail address with the Company or the Depository Participants) shall only be entitled to cast vote through remote e-voting. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. members should note that in terms of the General Circulars issued by the ministry of Corporate Affairs, no physical ballot form is being dispatched by the Company and the members can cast their vote using remote e-voting facility only.

The Board of Directors of the Company (“Board”), at its meeting held on August 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.

Any Member holding shares as on the Cut-off date and who may not have received this Notice after the date of electronic dispatch, may obtain Login ID and Password by following the instructions as mentioned in the Notice (i.e. available on Company’s website at www.hegltd.com ) or sending a request at evoting@nsdl.com . However, if a person is already registered with NSDL or Central Depository Services (India) Limited for remote e-voting, then existing User ID and password can be used to cast vote as per instructions provided in the Notice.

Members who have not registered their e-mail address with the Company/ RTA/DP may follow the below instructions:

Physical Holding

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 .

demat Holding

Please contact your DP and register your e-mail address in your demat account, as per the process advised by your DP.

Record Date for determining entitlement of Members for sub-division/ split of existing Equity Shares shall be decided after taking approval of the Members through Postal Ballot.

Results of Postal Ballot will be announced on or before 5:00 P.M. (IST), Tuesday, September 24, 2024 at Registered Office of the Company. The results along with Scrutinizer's Report would be displayed at the Registered and Corporate Office of the Company and shall be communicated to National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are presently listed. Additionally, the results will also be uploaded on the Company's website at www.hegltd.com and on website of NSDL at www.evoting.nsdl.com .

In case of any query regarding remote e-voting facility, please refer Frequently Asked Questions (FAQs) and e-voting user manual for Shareholders available at the download section at www.evoting.nsdl.com or contact at 022 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Limited (NSDL), 4[th] Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013 at the designated email ID: evoting@nsdl.com who will also address the grievances connected with the facility for remote e-Voting. Members may also write to the Compliance Officer of the Company at heg.investor@lnjbhilwara.com .

Voting right of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on Friday, August 16, 2024 (“Cut-off date”). A person, whose name appears in the

For HEG Limited Sd/Vivek Chaudhary Place: Noida (U.P.) Company Secretary date : August 21, 2024 A-13263

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