HEG : Minutes of 51st Annual General Meeting

Sub: Minutes of 51st Annual General Meeting

Dear Sir/Ma'am,

Enclosed please find a copy of the Minutes of the 51st Annual General Meeting of HEG Limited held on Thursday, 31st August, 2023, through video conferencing / other audio visual means ("VC/ OAVM").

Kindly take the same on record.

Thanking you,

Yours faithfully,

For HEG Limited

(Vivek Chaudhary)

Company Secretary M.No. A-13263heg.investor@lnjbhilwara.com

Encl: as above

MINUTES OF 51ST ANNUAL GENERAL MEETING OF THE MEMBERS OF HEG LIMITED HELD ON THURSDAY, THE 31ST AUGUST, 2023, AT 11.30 A.M. (IST) THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS ("VC/OAVM"), WITHOUT PHYSICAL PRESENCE OF MEMBERS AT THE AGM VENUE AND CONCLUDED AT 12:34 P.M. (IST), THE DEEMED VENUE OF THE AGM WAS THE REGISTERED OFFICE OF THE COMPANY AT MANDIDEEP (NEAR BHOPAL), DISTT. RAISEN-462046, MADHYA PRADESH.

Present through Video conferencing/Other Audio Visual Means:

1. 92 Members were present through VC/ OAVM including 15 Members who present by their authorized representatives.
2. The following Directors, KMP's, Group CFO and Auditors were also present in the meeting through video conferencing (VC) from their respective locations:
3. 1. Shri Ravi Jhunjhunwala (holding DIN 00060972), Chairman, Managing Director & CEO and member of Stakeholder Relationship Committee and Chairman of CSR Committee of the Company.
   2. Shri Riju Jhunjhunwala (holding DIN 00061060), Vice Chairman of the Company and Chairman of Stakeholders Relationship Committee of the Company.
   3. Dr. Kamal Gupta (holding DIN 00038490), Independent Director of the Company and Chairman of Nomination and Remuneration Committee and Member of Audit Committee & Stakeholders Relationship Committee of the Company.
   4. Shri Satish Chand Mehta (holding DIN 02460558), Independent Director of the Company and Chairman of Audit Committee and member of CSR Committee of the Company.
   5. Shri Shekhar Agarwal (holding DIN 00066113), Director & Member of Audit Committee.
   6. Shri Jayant Davar (holding DIN 00100801), Independent Director of the Company.
   7. Smt. Vinita Singhania (holding DIN 00042983), Director and Member of CSR Committee.
   8. Smt. Ramni Nirula (holding DIN 00015330), Independent Director and Member of Nomination & Remuneration Committee.
   9. Shri Manish Gulati (holding DIN 08697512), Executive Director of the Company.
   10. Shri O.P Ajmera, Group Chief Financial Officer of the Company.
   11. Shri Gulshan Kumar Sakhuja, Chief Financial Officer of the Company.
   12. Shri Vivek Chaudhary, Company Secretary of the Company.
   13. Shri Sanjiv Mohan representing M/s. SCV & Co LLP, Statutory Auditors of the Company and
   14. 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 Sunday, 27th August, 2023 and ended at 5:00 p.m. (IST) on Wednesday, 30th August, 2023. 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.

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 & CEO of the Company being interested in the item no. 3 and 5 of the notice. Therefore, Dr. Kamal Gupta, Independent Director of the Company was elected to take the chair with the permission of all the members present, when those items were taken up.

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. Davinder Kumar Chugh, Independent Director due to his preoccupation and had sent his 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 2022- 2023. Thereafter, the Chairman read the Chairman statement as mentioned in the Annual Report.

The Chairman also informed the members that the Notice dated 22nd May, 2023 of 51st AGM, Report of Board of Directors and the Financial Statements for the financial year 2022-23 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 51st Annual General Meeting.

The items transacted and voted by members were as under:

• Re-appointmentof Shri Shekhar Agarwal (DIN: 00066113), who Ordinary retires by rotation in terms of Section 152(6) of the Companies Act,
  2013 and being eligible offers himself for re-appointment.

SPECIAL BUSINESS

• Re-appointmentand fixation of remuneration of Shri Ravi Special Jhunjhunwala (DIN: 00060972), as Managing Director of the Company, not liable to retire by rotation with effect from 13th February, 2024 upto 12th February, 2029.

• Re-appointmentof Smt. Ramni Nirula (DIN: 00015330), as an Special Independent Director of the Company for a second term of five consecutive years from 31st October, 2023 to 30th October, 2028.

Remote e-voting and Voting at the venue of Annual General Meeting (AGM):

The Chairman informed the Members that in compliance of Section 108 of the Companies Act, 2013 ("Act"), read with Rules framed thereunder, Secretarial Standard-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided the Members the facility to exercise their right to vote at the 51st Annual General Meeting by remote e- voting since at 9.00 a.m. (IST) on Sunday, 27th August, 2023 and ended at 5:00 p.m. (IST) on Wednesday, 30th August, 2023. 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 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 48 hours 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 12:34 P.M. The E-voting facility was kept open for next 30 minutes to enable the Shareholders to cast their vote.

Date of Entry: 15-09-2023

Sd/-

Ravi Jhunjhunwala,

Chairman, Managing Director & CEO

Combined Results of the remote e-voting and voting at the venue of the Annual General Meeting on the Ordinary and Special Businesses at the Annual General Meeting of the Company:

The Scrutinizer, Shri Saket Sharma, submitted his Report dated 1st September, 2023, containing the combined results of remote e-voting during 9.00 A.M. (IST) on Sunday, 27th August, 2023 and till 5:00 P.M. (IST) on Wednesday, 30th August, 2023 and voting at the Annual General Meeting held on 31st August, 2023, on all the Resolutions as summarized below:

ORDINARY BUSINESS

Resolution No.1(Ordinary Resolution)

Adoption of Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023, the Reports of the Board of Directors and Auditors thereon and Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2023 and the Report of Auditors thereon.

Resolution No.2(Ordinary Resolution)

Declaration of Final Dividend of Rs.42.50 per Equity Share of the face value of Rs.10 each, for the Financial Year 2022-23.

Resolution No.3(Ordinary Resolution)

Re-appointment of Shri Riju Jhunjhunwala (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.