National Oxygen Limited Submits EGM Notice for Capital Increase and Preferential Issue

National Oxygen Limited has formally submitted the notice of its Extra-Ordinary General Meeting (EGM No. 01/2026-27) to BSE Limited, scheduled for Thursday, May 28, 2026, at 11:00 A.M. (IST) via Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The EGM notice, dated April 29, 2026, was communicated to the exchange on May 6, 2026, by Managing Director Rajesh Kumar Saraf, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting will seek shareholder approval for two key special businesses: an increase in authorized share capital and a preferential issue of equity shares to the promoter group.

Increase in Authorized Share Capital

The board has proposed increasing the authorized share capital of National Oxygen Limited from Rs. 17,10,00,000 to Rs. 18,10,00,000, representing an addition of Rs. 1,00,00,000 comprising 10,00,000 new equity shares of Rs. 10 each. The revised capital structure will comprise 61,00,000 equity shares of Rs. 10 each and 12,00,000 preference shares of Rs. 100 each. This increase will necessitate a consequential alteration of Clause V of the Memorandum of Association (MOA) of the Company, which requires member approval by way of an Ordinary Resolution under Sections 13 and 61 of the Companies Act, 2013.

Preferential Issue of Equity Shares

The company proposes to issue 9,50,000 equity shares on a preferential basis to Saraf Housing Development Private Limited, a promoter group entity, for cash. The issue price has been fixed at Rs. 93.80 per share, including a premium of Rs. 83.80 per share, aggregating to Rs. 8,91,10,000. The issue price is not less than the minimum price of Rs. 73.80 per share as determined by Independent Registered Valuer CA S. Dehaleesan (Registered Valuer Number: IBBI/RV/04/2019/11659) in a valuation report dated April 28, 2026, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The relevant date for determining the minimum issue price is Tuesday, April 28, 2026, being 30 days prior to the EGM date.

The following table summarizes the key terms of the preferential issue:

Particulars: Details Type of Securities: Equity Shares Type of Issuance: Preferential Allotment Number of Shares: 9,50,000 Face Value per Share: Rs. 10 Issue Price per Share: Rs. 93.80 Premium per Share: Rs. 83.80 Minimum Price (Relevant Date): Rs. 73.80 Total Issue Amount: Rs. 8,91,10,000 Investor: Saraf Housing Development Private Limited (Promoter Group) Ultimate Beneficial Owner: Rajesh Kumar Saraf

Shareholding Pattern: Pre and Post Preferential Issue

The preferential allotment will result in a change in the shareholding pattern of the company. The total post-issue paid-up equity share capital will increase from 50,42,385 shares to 59,92,385 shares. The promoter and promoter group holding is expected to increase from 69.63% to 74.45% post-allotment, while public shareholding will correspondingly decrease from 30.37% to 25.55%.

Specifically, Saraf Housing Development Private Limited's stake will increase from 4,92,999 shares (9.78%) to 14,42,999 shares (14.59%) post-allotment. The board has confirmed that the allotment will not result in any change in control of the company. The proceeds from the preferential issue are intended to be utilized primarily for incremental working capital requirements, general corporate purposes, and repayment or prepayment of existing borrowings.

E-Voting and EGM Schedule

Central Depository Services (India) Limited (CDSL) has been engaged to provide e-voting services and VC/OAVM facility for the EGM. Mr. S. Vasudevan of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Chennai, has been appointed as the Scrutinizer for the e-voting process. The key dates for the EGM process are as follows:

Event: Date Board Resolution Date: March 20, 2026 Relevant Date (Minimum Price): April 28, 2026 EGM Notice Date: April 29, 2026 Submission to BSE: May 6, 2026 Cut-Off Date for E-Voting: May 21, 2026 Register Closure (Start): May 22, 2026 E-Voting Period: May 25, 2026 (9:00 A.M.) to May 27, 2026 (5:00 P.M.) Register Closure (End) / EGM Date: May 28, 2026

Equity shares allotted under the preferential issue shall be subject to lock-in as prescribed under Regulation 167(1) and (2) of SEBI ICDR Regulations, 2018. The allotment is required to be completed within 15 days from the date of passing of the Special Resolution by members, or within 15 days from the date of receipt of any pending regulatory approvals, whichever is applicable. The company has confirmed that no preferential allotments have been made during the year, and neither the company nor its promoters are willful defaulters or fugitive economic offenders.

National Oxygen Limited has provided clarification to BSE regarding the delay in reporting the demise of its Whole-Time Director Mr. Gajanand Saraf, who passed away on 06.04.2026. The company submitted a detailed explanation on 17.04.2026, addressing the procedural delays in regulatory compliance.

Initial Regulatory Disclosure

The company initially filed the mandatory intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 13.04.2026. The disclosure was signed by Managing Director Rajesh Kumar Saraf (DIN: 00007353) and submitted to BSE's Department of Corporate Services.

Particulars Details Name Mr. Gajanand Saraf Director Identification Number 00007320 Reason for Change Death Date of Cessation 06.04.2026 Position Whole-Time Director

Clarification for Regulatory Delay

In a subsequent filing dated 17.04.2026, National Oxygen Limited provided detailed clarification for the delay in submission within the prescribed 24-hour timeline. The company cited exceptional and unavoidable circumstances that impacted normal operations following the sudden demise of the founder.

Filing Details Information Clarification Date 17.04.2026 Original Filing Date 13.04.2026 Prescribed Timeline 24 hours Actual Delay 7 days

Board Composition and Impact

The company's board structure highlighted the significant impact of Mr. Saraf's demise on operations. The Board of Directors comprises Mr. Gajanand Saraf as Whole-Time Director (Father - Deceased), Mr. Rajesh Kumar Saraf as Managing Director (Son), Ms. Sarita Saraf as Executive Director (Daughter-in-law), and other Independent Directors.

The sudden demise of Mr. Gajanand Saraf, who was the founder and a key member of the promoter family, deeply impacted the immediate family and company functioning. The office remained non-operational for a brief period due to the bereavement.

Procedural Challenges

The company explained that the Digital Signature Certificate (DSC) required for filing disclosures was in possession of Mr. Rajesh Kumar Saraf, son of the deceased director. Other directors were not immediately positioned to access filing systems or complete OTP-based authentication procedures, leading to procedural delays in submission.

The delay was described as purely unintentional and occurred due to circumstances beyond the company's control, arising from an unforeseen and sensitive situation. The company requested BSE to condone the delay in submission.

About National Oxygen Limited

National Oxygen Limited is an ISO 9001:2015 certified company engaged in manufacturing liquid and gaseous oxygen, nitrogen, nitrous oxide, medical oxygen, and dissolved acetylene gas. The company operates three manufacturing facilities across Tamil Nadu and Puducherry, with its registered office located in Chennai.

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