Oxford Industries Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 44^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

(Amount In Lakhs)

Particulars	2024-2025	2023-2024
Total Income	227.18	325.02
Total Expenditure	230.85	315.48
Profit before exceptional and extraordinary items and tax	(3.67)	9.54
Less: Exceptional item	46.64	0.00
Profit after extraordinary items and tax	(50.31)	9.54
Tax Expenses	0.00	0.09
Net Profit/(Loss) After Tax	(50.31)	9.45

2. OPERATIONS

Company face loss of amount Rs.50.31 lakhs for the period ended 31^st March, 2025 as against profit of Rs. 9.45 lakhs during previous year. The total income of the company decrease from Rs. 325.02 lakhs to Rs. 227.18 lakhs. The Earning Per Equity Share of the company for the year before exceptional item is Rs. (0.06) and after exceptional item (0.84). Your directors expect and will make more efforts to improve the performance of the company during the current year as compared to previous year.

The company was under suspension from January 15, 2020, the Company submitted an appeal before the Hon hie Securities Appellate Tribunal (SAT), the suspension was revoked vide BSE notice no. 20250624-12 dated 24^th June,2025 w.e.f. Friday, the 27th day of June,2025.

3. DIVIDEND

Due to inadequate profits your directors do not recommend any dividend during the year under review.

4. AMOUNT TRANSFERRED TO RESERVE

Due to loss in the current year the company has not transfer any sum to reserve accounts.

5. DEPOSITS

The company has not accepted any public deposits under the provisions of the Companies Act, 2013 (‘Act¹).

6. SHARE CAPITAL

As on 31^st March 2025, fully paid-up share capital of the Company stood at Rs. 5,93,60,000 crore consisting of 59,36,000 equity shares of face value of Rs. 10 each fully paid-up.

7. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY

Your company does not have any Subsidiary/ Joint Venture and Associate Companies.

8. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS- 2).

9. STATE OF AFFAIRS OF THE COMPANY

Granting of loans and advances and making investments is the core area of operations of the company. The Board of Directors of your company carries out these operations with active care and all essentials precaution thereby enhancing stakeholders values.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the year.

11. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Followings are the material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company and the date of this Report.

a. Mr. Nitin Oza (DIN: 031985022) appointed as an Additional Director (Non Executive- Independent) of the Company w.e.f 13^th May, 2025, the board recommended his appointment as Non-Executive Independent Director at the ensuing general meeting for the terms of 5 (five) years;

b. Mrs. Aakansha Vaid (DIN: 02796417 ) appointed as an Additional Director (Non Executive- Independent) of the Company w.e.f 13^th May, 2025, the board recommended her appointment as Non-Executive Independent Director at the ensuing general meeting for the terms of 5 (five) years;

c. Ms. Iranee Tripathu (DIN: 10311352) appointed as an Additional Director (Non Executive- Independent) of the Company w.e.f 10^th July, 2025, the board recommended her appointment as Non-Executive Independent Director at the ensuing general meeting for the terms of 5 (five) years;

d. Mr. Swaroj Kumar Tripathy (DIN: 11143083) appointed as an Additional Director (Executive- Managing Director) of the Company w.e.f 10^th July, 2025, the board recommended his appointment as Executive Managing Director at the ensuing general meeting for the terms of 3 (three) years;

e. Mr. Mazher N. Laila (DIN: 0037046) step down as Managing Director of the company w.e.f 10.07.2025.

f. Mr. Quaid M. Hararwala (DIN: 03034357) resigned from the board as Independent Director of the company on 10.07.2025.

g. Registered office of the company changed from G.NO.-4, Roxana Building, Ground Floor, 109, M. Karve Road, Mumbai City, Mumbai, Maharashtra, India, 400020 to 136-B, ANSA Industrial Estate, Saki Vihar Road, Sakinaka, Andheri (East), Mumbai ? 400072, Maharashtra, India, within the local limits of the City.

12. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to the company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board

As on 31^st March, 2025 the Board have composition of executive and non-executive directors 1 (One) executive director and 2 (Two) Non executive Independent Director.

Appointments & Cessation of Directors

During the year under review followings are the changes in the Board of Directors of the Company.

a. Mazher Nuruddin Laila (DIN: 00037046), Director of the Company, who was retiring by rotation at the 43^rd Annual General Meeting, was re-appointed by the Members.

b. Quaid Mohammed Hararwala (DIN: 03034357) appointed as Non-Executive Independent Director of the Company at the 43th Annual General Meeting for the period of 5 (Five) years w.e.f 20^th July, 2024 to 19^,h July, 2029.

c. Huned M Hararwala (DIN: 01975058) ceased to be an Independent Director of the Company at the close of Annual General Meeting i.e. 12:40 PM on September24,2024, upon completion of his second term of five (5) consecutive years

Key Managerial Personnel

As on March 31, 2025, the following were Key Managerial Personnel (“KMP”) of the Company as per Sections 2(51) and 203 of the Act:

i. Mr. Mazher Nuruddin Laila - CFO

ii. Mrs. Sweety Jhunjunwala, resigned from Company Secretary and Compliance officer of the Company on 14^th February, 2024 the Board had appointed Ms. Archana Sharma as Company Secretaiy and Compliance officer of the Company on 13^th May, 2025.

Committee of the Board

Followings are the Committee are reconstituted as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w.e.f 12.08.2025;

Audit Committee:

1. Nitin Arvind Oza - Chairman

2. Aakansha Vaid ? Member

3. Saroj Kumar Choudhury ? Member Nomination and Remuneration Committee:

1. Aakansha Vaid - Chairman

2. Iranee Tripathy ? Member

3. Nitin Arvind Oza - Member Stakeholder Relationship Committee

1. Nitin Arvind Oza - Chairman

2. Aakansha Vaid - Member

3. Saroj Kumar Choudhury ? Member

14. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own, the Independent Directors, Committee and other Individual Directors. The details of performance evaluation have been made available on the Website of the Company i.e. http: / /oxfordfabrics.in/policy.html.

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board and separate its functions of governance and management. The remuneration paid to directors if any is recommended by the Nomination and Remuneration Committee and approved by Board of Directors and Shareholders of the Company. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The policy of the company on directors appointment and remunerations available on the website of the company i.e http://oxfordfabrics.in/policy.html.

16. COMMITTEES OF THE BOARD

The company has the following three committees of the board:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The composition of each of the above committees, their respective role and responsibility is in conformity with the provisions of the Companies Act,2013 and SEBI (LODR) Regulations, 2015 and amendments made therein from time to time.

17. MEETING OF BOARD OF DIRECTORS

During the year under review, 6 (Six) Board Meetings were held on 30.04.2024, 15.07.2024, 20.07.2024, 14.08.2024, 12.11.2024 and 04.02.2025. The details of number of meeting attended by each director are as follows:

Date of Meeting	Mr. Mazher N. Laila	Mr. Huned M. Hararwala	Ms. Misbah H. Hararwala	Mr. Quaid M. Hararwala
	Attendance at the Board Meeting
30.04.2024	Yes	Yes	Yes	NA
15.07.2024	Yes	Yes	Yes	NA
20.07.2024	Yes	Yes	Yes	Yes
14.08.2024	Yes	Yes	Yes	Yes
12.11.2024	Yes	NA	Yes	Yes
04.02.2025	Yes	NA	Yes	Yes

18. AUDIT COMMITTEE

The Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 and comprises of Mr. Quaid M. Hararwala as Chairman and Ms. Misbah H. Hararwala and Mr. Mazher N. Laila as its members.

During the Financial Year 2024-25, 5 (five) meetings of the Audit Committee of the Board of Directors were held on 30.04.2024, 20.07.2024, 14.08.2024, 12.11.2024 and 04.02.2025. All the recommendations made by the Audit Committee were accepted by the Board.

19. NOMINATION AND REMUNERATION COMMITTEE:

As on 31th March, 2025 the Nomination and Remuneration Committee is in accordance with the requirements of section 178 of the Companies Act 2013, and comprises of Mr. Quaid M. Hararwala as Chairman, Ms. Misbah H. Hararwala as its members, Mr. Huned M. Hararwala. Member upto 24.09.2024

During the Financial Year 2024-25, 2 (Two) meeting of the Nomination and Remuneration Committee of the Board of Directors was held on 20.07.2024 and 04.02.2025.s

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition of the Stakeholders Relationship Committee is in accordance with the requirements of section 178 of the Companies Act, 2013, and comprises of Ms. Misbah H. Hararwala as Chairperson, Mr. Quaid M. Hararwala, Mr. Mazher N. Laila as its members.

During the Financial Year 2024-25, 2 (Two) Meetings were held on 30.04.2024 and 20.07.2024.

21. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company at their meeting held on 04.02.2025 reviewed the performance of non- independent directors and the Board as a whole including the Chairman of the Company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the company, management and the board have expressed their satisfaction.

22. DECLARATION BY THE INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The Board had taken on record the declaration and confirmation submitted by the independent directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

23. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the compliance with the Corporate Governance provisions specified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to the Company and hence the Corporate Governance Report does not forms part of this report.

24. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. Hence there does not exists any details to be mentioned in Form AOC-2.

All Related Party Transactions are placed before the Audit Committee for approval. The Company has adopted a Related Party Transactions Policy. The policy as

approved by the board is uploaded on the Companys website at http: / /oxfordfabrics.in /policy.html.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 2015 forms part of this report which is attached as “Annexure - A”.

26. EXTRACT OF ANNUAL RETURN

In accordance with the requirements of Section 92 (3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on 31^s March, 2024 is available on the Companys website at http: / / oxfordfabrics.in/investors.html.

27. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may pose significant loss or threat to the Company. The Management identifies and controls risks through a defined framework in terms of the aforesaid policy.

28. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The Audit Committee reviews the functioning of the Whistle blower policy. The policy/vigil mechanism enables directors and employees to report to the management their concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

The whistle blower policy is uploaded on the website of the Company and can be accessed at http: / /oxfordfabrics.in/policv.html.

29. INTERNAL CONTROL SYSTEMS

The internal financial controls of the Company are commensurate with its size, scale and complexity of operations. The company has policies and procedures which inter alia ensure integrity in conducting business, timely preparation of reliable information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. The Audit Committee actively reviews the adequacy and effectiveness of the internal financial control systems and suggests improvements if any to strengthen the same.

30. CORPORATE WEBSITE:

The Companys web address is http: / / oxlordfabrics.in / The website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible

for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

31. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act, the directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for FY 2024-2025.

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) they have prepared the annual accounts on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

32. STATUTORY AUDITORS AND HIS REPORT

M/s. RANK & Associates., Chartered Accountants, have tendered their resignation dated July 10, 2025 from the position of Statutory Auditors due to other urgent assignments. The vacancy caused by the resignation of auditors can only be Billed up by the Company in general meeting. The Board proposes that M/s. PAMS 8s Associates., Chartered Accountants (FRN.: 316079E), be appointed as the Statutory Auditors of the Company to fill the vacancy caused by the resignation of M/s. RANK & Associates.,

The Audit Report of M/s. RANK & Associates, on the Financial Statements of the Company for the Financial Year 2024-25 forms part of this Annual Report. The report does contain the followings qualified opinion:

The Company has a net loss of Rs. 50.31 lacs during the year ended 31st March 2025 (P.Y. net profit of Rs. 9.45 lacs) and as of date, the companys accumulated losses aggregate to Rs. 1347.71 lacs leading to complete erosion of its net worth, thereby raising a doubt whether the company will be able to continue as a going concer. As of that date, the Companys current liabilities (including short term loans) exceeded its current assets by Rs 171.13 lacs (P. Y. Rs. 120.82 lacs) and its total liabilities exceeded its total assets by Rs. 1 71.13 lacs (P.Y. Rs. 120.82 lacs).

The Board of Directors of the Company are taken all the steps to ratify the qualified opinion.

33. SECRETARIAL AUDITORAND HIS REPORT

Pursuant to the provisions of section 204 of the Act, the Board has appointed M/s. Shivam Agarwal & Associates, practicing company secretary (C.P. No. 17959), to undertake secretarial audit of the Company for the FY 2024-2025.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed as “Annexure - B “to this Report. The report contains the following observations:

1. The Company has failed to appoint the Company Secretary during the year under review as per the requirements of Section 203 of the Companies Act, 2013.

Management appointed the Ms. Archana Sharma as Company Secretary and Compliance officer of the company w.e.f 13^th May, 2024.

34. DISCLOSURE AS TO MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 (1) OF THE COMPANIES ACT, 2013:

The company was not having any manufacturing facilities during the year and hence provisions for Cost Audit are not applicable to the Company for the year under review.

35. DEMATERIALIZATION OF SHARES:

77.40 % of the Companys paid up Equity Shares Capital is in dematerialization form as on 31^st March, 2025 and balance 22.30 %is in physical form.

MUFG Intime India Private Limited at C-101, 247 PARK, 1ST FLOOR, L.B.S. MARG, VIKHROLI (WEST), Mumbai - 400083 is Share Registrat and Transfer Agents of the Company.s

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During year, BSE Ltd imposed penalty for Standard Operation Procedure (SOP).

37. PARTICULARS OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details is available for inspection at the Registered Office of the Company during working hours on any working day. Any member interested in obtaining this information may write to the company and this information would be provided on request.

38. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has not received any complaint of sexual harassment during the financial year 2024-2025.

39. HEALTH, SAFETY AND ENVIRONMENT

The company considers safety, environment and health as the management responsibility and therefore being constantly aware of its obligation towards maintaining and improving the environment across various spheres of its business activities.

40. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO

The company is not engaged in manufacturing activities and as such the particulars relating to conservation of energy and technology absorption are not applicable. The company makes every effort to conserve energy as far as possible etc. Particulars regarding Foreign Exchange Earnings and Outgo required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in the notes forming part of accounts which forms part of the Annual Report as Annexure - C.

41. ACKNOWLEDGEMENT

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation from its members and other regulators. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company.

	By Order of Board
	For OXFORD INDUSTRIES LTD
Sd/-	Sd/-
Saroj Kumar Choudhury	Nitin Arvind Oza
Managing Director	Director
DIN:11143083	DIN:03198502s
Date: 12.08.2025
Place: Mumbai