Oxford Industries Ltd Directors Report

To,

The Members,

Oxford Industries Limited

Your Board of Directors ("Board") are pleased to present this 45th Annual General Meeting Annual Report of Oxford Industries Limited (The "Company") together with the Audited Financial Statements (Standalone) for the Financial Year ended March 31, 2026.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Standalone Financial highlights of the Companys operations are summarized below:

PARTICULARS	(Rs. in Lakhs)
	For the year ended 31st March 2026	For the year ended 31st March 2025
Revenue from Operation	0.00	227.18
Other Income	70.07	0.00
Total Expenditure	13.53	230.85
Profit before tax	56.55	(50.31)
Tax Expenses (Current Tax)	4.24	0.00
Profit/(Loss) For the period	52.31	(50.31)

STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company has not incurred revenue from operation as compared to previous year Rs. 227.17 Lakhs. Further the Company have earned from long-term capital gain, notional profit on investment and short-term capital gain of Rs. 70.07 Lakhs as other income.

During the year under review, Profit before tax has been increased from Rs. 56.55 Lakhs in current year as compared to previous year Rs. (50.31) lakhs.

Your Board of Directors expect and will make more efforts to improve the performance of the company during the current year as compared to previous year.

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act. The accounts have been drawn up in conformity with the applicable accounting principles and standards without any material departures.

The process of financial reporting is supported by detailed reviews undertaken by the finance function in coordination with the Statutory Auditors to ensure accuracy, transparency and compliance with all applicable.

TRANSFER TO RESERVES

Your Board of Directors do not propose to transfer any amount to the General Reserves for the year under review.

DIVIDEND

Due to working capital requirement, your directors do not recommend any dividend during the year under review.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

There was no change in the Authorized Capital of the Company and Paid Up Share Capital of the Company.

During the year under review the Authorised capital as on 31st March 2026 was 95,00,000 Equity Shares of Rs.10/- each amounting to Rs. 9,50,00,000/- and 600,000 Redeemable Preference Shares of Rs. 100/-each amounting to Rs. 6,00,00,000/-

Paid-up Equity Share Capital of the Company 5,943,350 Equity Shares of Rs.10/- each fully paid amounting to Rs. 5,94,33,500/- less calls in Arrears of Rs. (73,500/-) amounting to Rs. 5,93,60,000/-

LISTING OF EQUITY SHARES

The Companys Equity Shares are listed on the Bombay Stock Exchange (BSE) having registered office at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, The company does not have any Subsidiary/ Joint Venture and Associate Companies. Hence, Clause is not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

- Composition

The Company recognizes that a diverse and well-rounded Board is crucial to its long-term success and effective governance. In line with the requirements of Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI Listing Regulations, the Board is structured to ensure a balanced representation of both Executive and Non-Executive Directors.

As on March 31, 2026, the Board comprises Five (5) Directors, including:

- Two (2) Executive Directors, and

- Three (3) Non-Executive Directors, including Independent Woman Director.

- APPOINTMENT/ RE-APPOINTMENT/ RESIGNATION OF DIRECTORS

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

a) Mr. Saroj Kumar Choudhury (DIN: 11143083) has appointed as Managing Director (Executive Director) of the Company w.e.f. July 10, 2025.

b) Mrs. Iranee Tripathy (DIN: 10311352) has appointed as independent director (Non-Executive Director) of the Company w.e.f. July 10, 2025.

c) Mrs. Aakanksha Vaid (DIN: 02796417) has appointed as independent director (Non-Executive Director) of the Company w.e.f. May 13, 2025.

d) Mr. Nitin Arvind Oza (DIN: 03198502) has appointed as independent director (Non-Executive Director) of the Company w.e.f. May 13, 2025.

e) Mrs. Kattakota Satyabati Devi (DIN: 11586438) was appointed as an Additional Director designated as Whole Time Director of the Company, w.e.f. March 06, 2026. Further, after the financial year ended, she has resigned from the designation of Whole Time Director and continues to serve as Director (Non-Executive Non-Independent Director)

f) Mr. Quaid Mohammed Hararwala (DIN: 03034357) has resigned as Independent Director of the company w.e.f. August 12, 2025.

g) Mr. Misbah Huned Hararwala (DIN: 10204545) has resigned as an Independent Director of the Company w.e.f. October 18, 2025.

h) Mr. Mazher Nuruddin Laila (DIN: 00037046) has resigned as Director of the company with effect from February 12, 2026.

- DIRECTORS RETIRING BY ROTATION

During the year under review, there is no director to retire by rotation in the Company. Hence, Clause is not applicable.

- KEY MANAGERIAL PERSONNEL

During the year under review, there was changes in the KMP of the Company.

a) Mrs. Poonam Sharma has appointed as Company Secretary and Compliance Officer of the Company w.e.f. December 26, 2025

b) Mrs. Archana Sharma, who was appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 13, 2025 and resigned w.e.f. September 13, 2025.

c) Mr. Mazher Nuruddin Laila (DIN: 00037046) has resigned as CFO of the company with effect from February 12, 2026.

- INDEPENDENT DIRECTORS

Statement on declaration given by Independent Directors

The Company is presently represented by Three Independent Directors, namely Mr. Nitin Arvind Oza (DIN:03198502), Mrs. Aakanksha Vaid (DIN: 02796417) and Mrs. Iranee Tripathy (DIN: 10311352) each of them have duly submitted declarations under Section 149(7) of the Companies Act, 2013 confirming that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have affirmed that there are no situations or relationships that could potentially impact their independent judgement or compromise their objectivity in discharging their duties.

The Board has duly considered and acknowledged these declarations after carrying out necessary checks and due diligence. The Independent Directors have also confirmed their compliance with the provisions of Schedule IV of the Act, including the Code for Independent Directors, as well as adherence to the Companys Code of Conduct. Throughout the Reporting Year, there has been no alteration in their independence status.

In addition, confirmations have been received from all Independent Directors regarding their enrolment in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs, in line with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at the: https://oxfordfabrics.in/images/terma-and-condition-of-indipendent-directors.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with Regulation 25(7) of SEBI Listing Regulations, 2015, the Company is required to conduct programs for the Independent Directors of the Company to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of Familiarization Programmes are placed on the website of the Company and the web link thereto is: https://oxfordfabrics.in/images/familiarization-programe-independent-director.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2026; the Board of Directors hereby confirms that:

i) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there were no material departures;

ii) The Directors 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 as on March 31, 2026 and of the profit of the Company for the year ended on that date;

iii)The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year, the Board convened Eight (8) meetings. The particulars of these meetings have been disclosed in the Corporate Governance Report forming part of the Annual Report. The intervals between successive meetings were in compliance with the requirements prescribed under the Act and the SEBI Listing Regulations.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met 1 (One) time on March 06, 2026.

BOARD EVALUATION

The Company has established a structured mechanism for assessing the performance of the Board, its Committees and individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations and the Nomination and Remuneration Policy of the Company.

As part of the evaluation exercise, detailed and confidential feedback questionnaires were circulated to all Directors to obtain their views on various aspects relating to Board functioning, effectiveness of Committees and contribution of individual members. The responses received were compiled, analysed and subsequently shared with the Chairman for consideration and discussion.

The assessment of individual Directors covered parameters such as their attendance and participation in meetings, understanding of the Companys business operations and external environment, application of professional expertise, quality of inputs provided, adherence to confidentiality, demonstration of integrity and exercise of independent judgement. The evaluation also considered their alignment with the Companys core values, commitment towards fiduciary responsibilities and compliance with the Companys Code of Conduct.

The Board evaluation as a whole was carried out on parameters including effectiveness in governance and compliance oversight, clarity in the roles of the Chairperson and other Directors, diversity of skills and experience and the Boards contribution towards strategic planning, risk management, financial supervision, ethical standards and succession planning. The review also focused on the Boards role in providing strategic direction and monitoring the implementation of key business initiatives and policies.

The Committees evaluation focused on their structure, independence and frequency of meetings, adherence to established procedures and their effectiveness in fulfilling their responsibilities. Their contributions to Board decisions were also assessed along with their ability to collaborate with both internal and external Auditors and their role in strengthening oversight functions.

Following the evaluation, the Board concluded that the overall performance of the Board, its committees and individual Directors including the Independent Directors was satisfactory.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has constituted the following committees:

- Audit Committee:

1. Nitin Arvind Oza - Chairman

2. Aakanksha Vaid — Member

3. Saroj Kumar Choudhury — Member

- Nomination and Remuneration Committee:

1. Aakanksha Vaid - Chairman

2. Iranee Tripathy — Member

3. Nitin Arvind Oza - Member

- Stakeholders Relationship Committee:

1. Nitin Arvind Oza - Chairman

2. Aakanksha Vaid - Member

3. Saroj Kumar Choudhury -Member

MEETING OF BOARD OF DIRECTORS

During the year under review, 8 (Eight) Board Meetings were held on 13.05.2025, 27.05.2025, 10.07.2025, 12.08.2025, 14.11.2025, 26.12.2025, 12.02.2026 and 06.03.2026. The details of number of meetings attended by each director are as follows:

Name of Director	13.05.2025	27.05.2025	10.07.2025	12.08.2025	14.11.2025	26.12.2025	12.02.2026	06.03.2026
Kattakota Satyabati Devi	NA	NA	NA	NA	NA	NA	NA	Yes
Saroj Kumar Choudhury	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
Aakanksha Vaid	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Nitin Arvind Oza	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Iranee Tripathy	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes
Quaid Mohammed Hararwala	Yes	Yes	Yes	Yes	NA	NA	NA	NA
Misbah Huned Hararwala	Yes	Yes	Yes	Yes	NA	NA	NA	NA
Mazher Nuruddin Laila	Yes	Yes	Yes	Yes	Yes	Yes	Yes	NA

MEETINGS OF COMMITTEES

Audit Committee

During the Financial Year 2025-26, 4 (Four) meetings of the Audit Committee of the Board of Directors were held on 27.05.2025, 12.08.2025, 14.11.2025 and 12.02.2026. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination And Remuneration Committee:

During the Financial Year 2025-26, 5 (Five) meetings of the Nomination and Remuneration Committee of the Board of Directors were held on 13.05.2025, 10.07.2025, 12.08.2025, 26.12.2025 and 06.03.2026. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

Stakeholders Relationship Committee:

During the Financial Year 2025-26, 1 (one) meeting of the Stakeholders Relationship Committee of the Board of Directors were held on 13.05.2025 and. All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

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

HUMAN RESOURCES

The Company regards the human resource and considers them as most valuable asset of the organization and the key to bring in progress.

NOMINATION AND REMUNERATION POLICY

The Company has implemented a robust policy governing the appointment and remuneration of its Directors, Key Managerial Personnel and other employees. This policy provides the Nomination and Remuneration Committee with a structured framework to identify, evaluate and recommend individuals who demonstrate the requisite expertise, experience and qualification s to contribute effectively at the Board level. It also establishes clear guidelines for determining the independence of Directors, in alignment with regulatory requirements and the Companys governance principles.

The policy further ensures that the Companys approach to remuneration is closely linked to its strategic objectives. Compensation structures are designed to recognize both individual performance and overall organizational success, while remaining competitive within the industry. By doing so, the Company seeks to motivate high performance, encourage sustainable value creation and retain top-tier talent.

Beyond fixed and variable components of remuneration, the policy emphasizes transparency, fairness and alignment with Shareholder interests. The Nomination and Remuneration Committee periodically reviews the framework to reflect evolving regulatory standards and best practices in corporate governance. This enables the Company to maintain a performance-oriented and equitable reward system that promotes accountability, long-term growth and the continued engagement of its workforce and Board members.

The said policy has been posted on the website of the Company and the web link thereto is: https://oxfordfabrics.in/investors.html

The details of this policy are given in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT

After the Financial year ended the Company has decided the following matters;

a) The Board of Directors of the Company in its Meeting held on July 17, 2026 approved reduction of capital of the Company due to accumulated business losses to the extent of 99% of the issued and Paid-up Capital of the company out of adjustment against the General Reserve and Other Reserves aggregating Rs. 1,50,12,711/- (Rupees One Crore Fifty Lakhs Twelve Thousand Seven Hundred Eleven Only); and the Securities Premium Account amounting to Rs. 4,32,85,000/- (Rupees Four Crore Thirty-Two Lakhs Eighty-Five Thousand Only), which is subject to the approval of members.

b) The board of Directors of the Company at its meeting held on July 17, 2026 has appointed Mr. Saroj Kumar Choudhary, Managing Director of the Company as Chief Financial officer (CFO) of the Company w.e.f. July 17, 2026.

c) Adoption of Memorandum of Association as per Table A of Schedule I of the Companies Act, 2013

d) Adoption of Article of Association as per Table F of the Companies Act, 2013

e) The Board at its meeting held on August 08, 2026 approved shifting of registered office from State of Maharashtra to State of Odisha, subject to the approval of members at ensuing Annual General Meeting.

OPEN OFFER

During the FY-2025-26 pursuant to the Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011, Mr. Saroj Kumar Choudhury ("the Acquirer"), has given open offer to acquire Up to 15,45,271 Equity shares of Rs. 10/- each representing 26.00% of the Fully Paid-up Equity and voting share capital of the Target Company (Oxford Industries Limited) at a price of Rs. 05/- (Rupees Five Only) per share of the Company;

Brief detail of open offer is given below:

Activities	Date of Events
Public Announcement	12.03.2026
Publication of Detailed Public Statement in newspapers	20.03.2026
Submission of Detailed Public Statement to BSE, Target Company & SEBI	20.03.2026
Last date of filing draft letter of offer with SEBI	30.03.2026
Last date for a Competing offer	16.04.2026
Receipt of comments from SEBI on draft letter of offer	26.05.2026
Identified date	29.05.2026
Date by which letter of offer be dispatched to the shareholders	05.06.2026
Last date for revising the Offer Price	10.06.2026
Comments from Committee of Independent Directors of Target Company	10.06.2026
Date of Opening of the Offer	12.06.2026
Date of Closure of the Offer	25.06.2026
Post Offer Advertisement	03.07.2026
Payment of consideration for the acquired shares	10.07.2026
Final report from Merchant Banker	17.07.2026

The Board of Directors at its meeting held on July 17, 2026 noted that Open offer related all aspects were completed and the Merchant Banker filed their report with BSE/SEBI. The Transactions in the SPA executed between Mr. Saroj Kumar Choudhary and Mr. Mazher N Laila and his PACs has been completed.

Further the Acquirer Mr. Saroj Kumar Choudhary who is the present Managing Director as well, become the promoter of the Target Company M/s. Oxford Industries Limited. The Shareholdings of Mr. Saroj Kumar Choudhary is 27,61,576 shares constituting 46.46% of the paid-up capital of the Company.

The Existing Promoter Mr. Mazher N Laila and his PACs of the Target Company- M/s. Oxford Industries Limited ceased to be promoter of the company and classified as a public shareholder in accordance with Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

The Company has established a strong internal control framework, tailored to the scale, complexity and nature of its operations. This framework is supported by detailed policies and standard operating procedures that guide critical business processes. It is designed to ensure the smooth and efficient conduct of business, safeguard Company assets, prevent and detect errors or fraud, maintain accurate accounting records and enable the timely preparation of reliable Financial Statements.

In accordance with Section 138 of the Act and the relevant SEBI Listing Regulations, the Company has set up a formal Internal Audit function. The Audit Committee defines and periodically reviews the scope, authority and responsibilities of Internal Audits. These audits are carried out at regular intervals to assess the adequacy and effectiveness of operational and financial controls and to provide assurance regarding the robustness of the Companys internal systems.

During the year, internal audits focused on key areas including inventory management, stock control, human resources, IT systems and operational efficiency. The findings from these audits, along with management responses and proposed corrective actions, were presented to the Audit Committee on a Quarterly basis. Follow-up mechanisms are in place to ensure timely implementation of recommended improvements.

The Companys internal control environment is adaptive and evolves in response to changing business needs. Periodic reviews ensure that governance standards, transparency and accountability are consistently upheld across the organization.

RELATED PARTY TRANSACTIONS

The Company has adopted a Policy on Related Party Transactions to ensure proper identification, approval and monitoring of such transactions. The said policy is available on the Companys website. https://oxfordfabrics.in/images/related-party-transaction-policy.pdf

The Company has put in place a well-defined and transparent system for the identification, approval and oversight of Related Party Transactions ("RPTs"). This mechanism is designed to ensure that all dealings with related parties are undertaken on an arms-length basis and are consistent with the Companys principles of fairness, transparency and regulatory compliance.

In compliance with the provisions of the Act, the SEBI Listing Regulations and the Companys Policy on Materiality and Dealing with Related Party Transactions, all proposals relating to RPTs along with relevant details such as the nature of relationship, business justification and pricing terms are placed before the Audit Committee for prior approval.

The Audit Committee exercises independent oversight to ensure that such transactions are in the best interest of the Company and its stakeholders and do not give rise to any conflict of interest. Wherever applicable, material RPTs are also placed before the Shareholders for approval and all necessary disclosures are made in accordance with regulatory requirements and applicable SEBI guidelines.

The Company also undertakes periodic review of its RPT policy to ensure alignment with statutory amendments and evolving Corporate Governance standards. During the year under review, the Company did not enter into any transaction requiring disclosure in Form AOC-2 under Section 134(3) and Section 188(1) of the Act read with the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans, or provided any guarantee or security or made investment as specified under section 185 and 186 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted any deposits under Chapter V of the Act during the Financial Year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31, 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Securities and Exchange Board of India ("SEBI") vide order dated February 20, 2026 ("SEBI Order"), imposed a penalty of Rs. 14,160/- (including GST) on the Company for non-compliance with requirement to appoint a qualified company secretary as the compliance officer.

Further BSE, vide its letters dated 14 May 2019, 14 August 2019 and 14 November 2019, communicated the applicable fines in respect of the alleged non-compliance. Thereafter Company filed an application on 03.02.2023 for waiver of fines which covered waiver of penalty under SEBI (LODR) Regulations, 31, for the quarter ended December 2013, Regulation 33 for the quarter ended March 2015 and June 2016, Regulation 34 for the FY- 2014 and FY-2015 and for Regulation 6(1) for the quarter ended March 2019 to September 2019 and accordingly on 05.05.2023 the BSE partially allowed waiver of fines under aforesaid Regulations.

Further the Company vide email dated 11.01.2024 requested to BSE to reconsider the waiver request in view of the circumstances of the Company and the nature of violation. However, the BSE has not yet replied to the said mail of the Company.

Thus, the Company filed an Appeal with Honorable Securities Appellate Tribunal (SAT) challenging the order of BSE, which is still pending before SAT for final disposal. However, the Company has paid the SOP fine of Rs. 55,73,565/- under protest to the BSE and BSE allowed the trading in the script of the Company.

ENVIRONMENT, HEALTH AND SAFETY

Your Company continues to demonstrate a strong commitment to maintaining full compliance with all applicable laws and regulations while ensuring excellence in the management of Health, Safety and Environmental (HSE) practices. Throughout the year, significant emphasis was placed on responsible resource management, including initiatives focused on reducing energy and water consumption, increasing the use of renewable energy and limiting waste generation across operational activities. These measures reflect the Companys dedication to sustainable growth and responsible environmental management.

As part of this commitment, management has consistently encouraged a workplace culture that prioritizes the health, safety and well-being of employees. Regular fire safety drills are conducted to strengthen emergency preparedness, while periodic medical check-ups are organized for both permanent and contract employees to promote early detection of health issues and overall workplace wellness.

The Company firmly believes that safety management is a continuous and evolving process rather than a onetime effort. With this perspective, several forward-looking initiatives are being planned to further improve employee well-being, strengthen preventive safety practices and reinforce a strong safety-oriented mindset across all levels of the organization.

Furthermore, your Company reiterates its pledge to maintain a secure, healthy and safe working environment at all its manufacturing facilities and office locations. This approach underscores the Companys commitment to responsible operations while ensuring that employee welfare remains a central pillar of its long-term organizational development.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is dedicated to promoting a transparent, ethical and accountable work culture while maintaining strict adherence to applicable laws and regulatory standards. In support of this commitment, the Company has established a formal Vigil Mechanism and Whistle Blower Policy in accordance with the requirements of the Act and the SEBI Listing Regulations.

This framework provides employees and other stakeholders with a secure channel to report any genuine concerns related to suspected misconduct, unethical practices, non-compliance with legal or regulatory obligations or violations of the Companys Code of Conduct. The mechanism ensures that such concerns can be raised confidentially and are examined in an impartial and responsible manner, safeguarding individuals from any form of retaliation or adverse consequences.

Detailed information regarding the Vigil Mechanism and the Whistle Blower Policy is included in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The complete policy is also accessible on the Companys official website at at https://oxfordfabrics.in/images/whistle-blower-policy.pdf

There were no Complaints received for the Financial Year ended March 31, 2026.

AUDITORS AND REPORTS

Statutory Auditor & their Audit Report for the year ended March 31, 2026

During 44th Annual General Meeting held on September 23, 2025, the members of the Company have approved the appointment of PAMS & Associates, Chartered Accountants (Firm Registration No. 316079E)), as the Statutory Auditors of the Company from the conclusion of the 44th Annual General Meeting and continuing up to the conclusion of the 49th Annual General Meeting.

M/s. Pams & Associates, Statutory Auditor of the Company has resigned as an auditor w.e.f. June 19, 2026. The Board of Directors at its meeting held on July 17, 2026 recommended M/s. Lilpika & Associates, Chartered Accounted as Statutory Auditor for a term of 5 years from the financial year 2026-2027 to 2030-2031 to the members of the Company in ensuing Annual General Meeting.

The Audit Report of M/s. PAMS & Associates. on the Financial Statements of the Company for the Financial Year 2025-26 forms part of this Annual Report. The report contains the followings qualified opinion:

Qualification: The Company has incurred significant accumulated losses amounting to approximately 1,295.40 lakhs as at March 31, 2026, resulting in complete erosion of its net worth. Further, as at the reporting date, the Companys current liabilities exceed its current assets by Rs.186.78 Lacs (P.Y. 171.13 lacs), indicating a negative working capital position. These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern.

Management Reply: While accumulated losses have reached Rs. 1,295.40 lakhs and the current liability gap stand at Rs.186.78 lakhs Management remains confident in the Companys operational continuity. The financial statements are prepared on a going concerning basis as the Company has secured financial support commitments from its promoters to bridge short-term cash deficits. Further, The Management of Company through Open Offer going to be changed in due course and new promoter is planning to induct the funds in accordance with SEBI (ICDR) Regulations in due course. Hence, there will be adequate Liquidity of working capital requirement.

The company post completion of the proposed Reduction of Share Capital, the Company may restructure its capital in any manner permissible under the applicable laws, including by way of Rights Issue, Preferential Issue, Issue of Warrants and/or Debt Convertible Instruments, subject to obtaining the requisite approvals.

Accordingly, the Company is confident of continuing and expanding its new business activities and facilitating the fresh induction of funds into the Company, thereby strengthening its financial position and supporting its future business operations and growth.

Secretarial Auditor and their Audit Report for the year ended March 31, 2026

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Suprabhat & Co., Company Secretary in practice (Membership No.: A41030, Certificate of Practice No.:15878), to conduct secretarial audit of the Company for Financial Year 2025-2026.

Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, Company at 44th Annual General Meeting approved appointment of M/s. Suprabhat & Co., Company Secretary in practice (Membership No.: A41030, Certificate of Practice No.:15878), as Secretarial Auditors of the Company for a term of 3 years starting from FY 2025-26 to 2027-28.

The Company has received a consent letter from M/s. Suprabhat & Co. that they are not disqualified and are eligible to hold the office as Secretarial Auditors of the Company.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as "Annexure-A" and forms an integral part of this Report. The Report is clean and unqualified, with no reservations, adverse remarks, disclaimers, or qualifications. The observations made in the Report are self-explanatory and do not warrant any further comments or explanations from the Board. Furthermore, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Act. Accordingly, there are no disclosures required under Section 134(3) (ca) of the Act.

COST AUDITORS

During the year under review, Subject to the provisions of Section 148 of the Companies Act, 2013 and rules made thereunder the company do not fall under the provision and is not liable to appoint the Cost Auditor for the Company.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Companys official website at https://oxfordfabrics.in/investors.html

CORPORATE GOVERNANCE

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 (1) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V shall not apply to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report and is annexed as Annexure-B.

The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT 2013

Your Company is committed to providing a safe and conducive work environment and has zero tolerance towards sexual harassment at workplace. Your Company has in place a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder.

The Company is firmly committed to fostering a safe, respectful and inclusive workplace and maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and Grievance Redressal Policy. Further the has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace.

The Details of Complaints reported under POSH Act during FY 2025-26 are as follows:

Number of complaints at the beginning of the Financial Year	NIL
Number of complaints filed and resolved during the Financial Year	NIL
Number of complaints pending at the end of the Financial Year	NIL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo is as follows:

- Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

- Technology absorption: -

1. The efforts made towards technology absorption: N.A.

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

• The details of technology imported: N.A.

• The year of import: N.A.

• Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A.

- Foreign Exchange Earnings and Outgo: N.A.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time.

SECRETARIAL STANDARDS COMPLIANCES

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CORPORATE WEBSITE:

The Companys web address is http://oxfordfabrics.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.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has less than 10 female employees. Therefore, the provisions relating to the maternity benefits act, 1961 are not applicable on the Company.

CAUTIONARY STATEMENT

Certain information contained in this Report, including Sections such as Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders and other parts of the Annual Report may include forward-looking statements as defined under applicable laws and regulations. These statements are based on current assumptions, expectations, estimates and projections of the Company with respect to future events and performance.

Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements in light of new information, future developments or otherwise.

ACKNOWLEDGEMENT

The Directors acknowledge and sincerely appreciate the dedication, perseverance and hard work demonstrated by all employees across the Company. They also extend their heartfelt thanks to the Shareholders, Government Bodies, Regulatory Authorities, Banks, Credit Rating Agencies, Stock Exchanges, Depositories, Auditors, Customers, Vendors, Business Associates, Suppliers, Distributors and the communities surrounding the Companys operations. The Directors are grateful for their continued support, trust and confidence in the Companys Management.

For and Behalf of the Board of Directors

Oxford Industries Limited

Sd/-

Saroj Kumar Choudhury

Managing Director

DIN: 11143083

Sd/-

Nitin Arvind Oza

Director

DIN: 03198502

Date: 08/08/2026

Place: Mumbai