Bharat Heavy Electricals Limited (BHEL), a Maharatna public sector undertaking, has successfully secured shareholder approval for a significant amendment to its Articles of Association. The company announced on December 18, 2025, that members approved the special resolution through postal ballot, officially removing previous investment limitations for establishing joint ventures and subsidiaries.

Amendment Details and Impact

The approved amendment modifies Article 69(22) of BHEL's Articles of Association, replacing restrictive investment clauses with enhanced operational flexibility. This change aligns BHEL's powers with its Maharatna status, granted in 2013, providing greater strategic autonomy in business expansion.

Postal Ballot Process Completion

The amendment was approved through a comprehensive postal ballot process that concluded on December 18, 2025. Dr. Yogesh R Chhabra, Company Secretary, communicated the results to stock exchanges including BSE Limited and National Stock Exchange of India Limited, fulfilling regulatory requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Strategic Implications

The approved amendment removes significant operational constraints that previously limited BHEL's investment capabilities. Under the old framework, the company faced strict percentage-based limits on networth investments and was restricted to specific types of subsidiaries. The new clause provides comprehensive flexibility for establishing joint ventures and subsidiaries while maintaining compliance with government guidelines.

Regulatory Compliance and Accessibility

In accordance with Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the amended Articles of Association are now accessible on BHEL's official website at www.bhel.com . This ensures transparency and provides stakeholders with immediate access to the updated corporate governance framework.

The successful approval of this amendment positions BHEL for enhanced strategic partnerships and business expansion opportunities, both domestically and internationally, while maintaining appropriate regulatory oversight through government guidelines.

Bharat Heavy Electricals Limited (BHEL) has announced a significant development in its High Voltage Direct Current (HVDC) link project, originally contracted with Rajasthan Part I Power Transmission Limited (RPPTL). The project, aimed at transmitting renewable energy between Rajasthan and Uttar Pradesh, has undergone a contractual change through a novation agreement.

Key Details of the Novation

• Date of Agreement: November 14, 2025
• Parties Involved:
  • BHEL and Hitachi Energy India Limited (Consortium)
  • Rajasthan Part I Power Transmission Limited (RPPTL)
  • AESL Projects Limited (APL)

Project Specifics

Implications of the Novation

1. Transfer of Obligations: RPPTL's obligations under the original contracts have been transferred to APL, a wholly-owned subsidiary of Adani Energy Solutions Limited (AESL).

2. Continuity of Terms: The consortium confirms that all other terms and conditions of the project remain unchanged, including:

   • Scope of work
   • Project schedule
   • Commercial terms

3. Legal Transition: APL has legally assumed all past, ongoing, and future rights, liabilities, obligations, and duties pertaining to the project that were originally held by RPPTL.

Corporate Governance

BHEL's disclosure of this development aligns with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has promptly informed the stock exchanges, demonstrating its commitment to transparency and regulatory compliance.

Conclusion

This novation agreement marks a significant shift in the project's execution structure while maintaining the core aspects of the original contract. It reflects the dynamic nature of large-scale infrastructure projects and the importance of adaptability in corporate partnerships. Stakeholders and investors in BHEL should note that while the counterparty has changed, the fundamental parameters of the project remain intact, potentially ensuring continuity in the project's progress and expected outcomes.