Directors Report of Oxford Industries Ltd.

Mar 31, 2024

Your Directors present the 43rd Annual Report of your company along with Audited Financial Statements for the year
ended on 31st March, 2024.

1. FINANCIAL HIGHLIGHTS:

		2023-24 (Rupees in Lakhs)	2022-23 (Rupees in Lakhs)
(i)	Profit / (Loss) before Interest, Depreciation and Taxation and Exceptional Items	9.54	(6.91)
(ii)	Less: Finance / Interest Charges	—	—
(iii)	Profit / (Loss) before Depreciation, Tax and Exceptional items	9.54	(6.91)
(iv)	Depreciation	—	—
(v)	Exceptional Items	—	—
(vi)	Net Profit / (Loss) before Tax	9.54	(6.91)
(vii)	Provision for Taxation:
	Current Tax	—	—
	Earlier Tax	0.09	—
	Deferred Tax -Net	—	—
(viii)	Net Profit / (Loss) after Tax	9.45	(6.91)
(ix)	Prior Years Adjustments	—	—
(x)	Other comprehensive income/(loss)	—	—
(xi)	Net Profit / (Loss)	9.45	(6.91)
(xii)	Balance Profit / (Loss) brought forward	(1306.85)	(1299.94)
(xiii)	Balance Profit / (Loss) carried forward	(1297.40)	(1306.85)

2. YEAR IN RESTROSPECT/OPERATIONS:

The Company revived its operations during the last quarter of previous financial year 22-23 after completing OTS
(One Time Settlement) with all lenders and withdrawal of DRT case. The revenue from operations for the current
FY 23-24 was Rs. 3.25 Crores and net profit was Rs. 9.45 lacs. The Company is presently engaged in the business of
shirting fabrics. The Company has been experiencing paucity of working capital as it does not have its own funds.
As already reported, the Company does not have any manufacturing facilities.

3. DIVIDEND:

Your directors regret their inability to recommend any dividend for the year.

4. INDUSTRIAL RELATIONS:

The company always believes in cordial relationship with the employees and considers them as most valuable assets
for any organization.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013, read with rules 8(3) of the Companies (Accounts)
Rules, 2014 :

The Company has no manufacturing facility during the year.

There was no Foreign Exchange Earning and Outgo during the year.

6. REMUNERATION TO DIRECTORS / KEY MANAGERIAL PERSONNEL/ EMPLOYEES:

As required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5 the companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, no remuneration has been paid to any director
/ managerial personnel / employee of the Company during the year and thus disclosure in form Annexure-IV is not
annexed.

7. FIXED DEPOSITS:

During the year the Company has not invited/accepted any deposits under Chapter V of the Companies Act, 2013
and there are none outstanding on March 31, 2024.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or Associate Company.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS;

The company has not granted any loan or issued any guarantee. In respect of the investments made by the Company,
the provisions of section 186 of the Companies Act, 2013 have been complied with.

10. RELATED PARTY TRANASACTIONS:

All transactions entered with Related Parties were on arm''s length basis and in the ordinary course of business. There
was no transaction with the related parties during the year, which were in conflict with the interest of the Company.
All the related party transactions are mentioned in the notes to accounts. All Related Party Transactions are placed
before the Board for Approval.

11. DIRECTORS:

Mr. Mazher N. Laila (DIN: 00037046), Director of the company retires by rotation at ensuing Annual General Meeting
and being eligible, offers himself for appointment as Director of the Company in terms of provisions of Companies
Act, 2013. Your Board recommends his Re-appointment.

The details as required under SEBI (Listing obligation & Disclosure requirement) Regulations, 2015 with regard to
Directorship and Membership of Committee, etc., are annexed with the notice.

The Board of Directors in its meeting dated 20^th July, 2024 approved the appointment of Mr. Quaid Mohammed
Hararwala (DIN: 03034357) as Independent Director (Non-Executive) for a term of 5(Five) years with effect from
20^th July, 2024 till 19^th July, 2029. Your Board recommends his appointment.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 134(3) of the Companies Act, 2013, with respect to Directors'' Responsibility
statement, it is hereby confirmed that:

(i) In preparation of the annual accounts, the applicable Indian Accounting Standards have been followed and that
there are no material departures from the same.

(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 at March 31, 2024 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 Companies Act, 2013 and for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts of the Company on a Going Concern Assumption basis.

(v) The internal financial controls have been laid down by the company and such controls are adequate and operating
effectively.

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively.

13. STATUTORY AUDITORS:

M/s. R A N K & Associates, (Firm Regn. No. 105589W) Chartered Accountants, Mumbai, have been appointed
as Statutory Auditors of the company to hold office from the conclusion of 41^st Annual General Meeting till the
conclusion of 46^th Annual General Meeting.

14. SECRETARIAL AUDIT:

In Pursuance of Section 204 of the Companies Act 2013, Shri Mohd Akram (COP No. 9411), a practicing Company
Secretary, has submitted the Secretarial Audit Report for the year ended 31^st March 2024 and the same is annexed
and forms part of the Director''s report.

15. AUDITOR''S OBSERVATIONS:

STATUTORY AUDIT: Clarifications / explanations on the observations made by the Auditor''s in the Audit Report
are as follows:

Huge losses and deficit in current assets have been due to very low utilization of production facilities during the past
periods which in turn was on account of paucity of working capital. The company has revived its operations from
last quarter of previous financial year after OTS and withdrawal of DRT case. The annual accounts of the company
have been prepared on a Going Concern Assumption basis.

Since the notes to the accounts as referred in the auditors'' report are self-explanatory for all other observations of
the auditors, no further clarifications are required from the management.

SECRETARIAL AUDIT: Clarifications / explanations on the observations made by the Secretarial Auditor''s in the
Audit Report are as follows:

The CMD has been appointed as Chief Financial Officer (Additional Charge) w.e.f. 10th July, 2023

The management has been trying to appoint Company Secretary as soon as possible. The CMD has been acting as
Compliance Officer of the Company.

Internal Auditor has been appointed by the Company in Board Meeting dated 10^th July, 2023 for FY 2023-24.

Ms. Misbah H. Hararwala, has been appointed as Woman Director w.e.f. 17^th June, 2023.

16. COST AUDIT:

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.

17. CORPORATE GOVERNANCE:

Regulations 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 as regards the
compliance of corporate governance, are not applicable to the company, since the paid up equity share capital of the
company is not exceeding Rupees Ten Crore and net worth is not exceeding Rupees Twenty Five Crore. A Certificate
from the statutory auditors is annexed.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company is not covered under the Companies (Corporate Social Responsibility) Rules 2013. The Board of
Directors have constituted a Corporate Social Responsibility (CSR) committee.

19. VIGIL MECHANISM:

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine
concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the
Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the
Company in appropriate or exceptional cases.

20. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT -9 is annexed with this report.

21. PERFORMANCE EVALUATION:

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and
other individual Directors as per SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 & provisions
of Companies Act, 2013. The evaluation of all the Directors, Committees and the Board as a whole was conducted
based on the criteria and framework adopted by the Board.

22. MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Management Discussions and Analysis Report forms part of this report for the year ended 31st March, 2024
and annexed thereto.

23. LISTING WITH STOCK EXCHANGE:

The shares of the company are listed on BSE under Stock Code No. 514414 and ISIN No. INE 114D01015. The
annual listing fees for the financial year 2024-25 has been paid to BSE. The shares of the company continued to be
suspended on BSE during the year under review also. The company continued its correspondence with BSE from time
to time and submitted its Revival / Business Plan to BSE on 30th January, 2023 in response to BSE email dated 23^rd
January, 2023. Thereafter BSE vide its letter dated 23^rd February, 2023 ordered Forensic Audit of Books of accounts
and other documents of the company. The company had fully cooperated with the Forensic Auditor as appointed
by BSE and has submitted documents / records / explanations etc as required by them. The Forensic Auditor has
submitted their report to BSE and the company has also submitted response to the Forensic Audit Report, as required
by BSE, in the month of June, 2023. The company has revived its operations during last quarter of previous year
2022-23 and the management has been trying for revocation of suspension of its securities from BSE. The company
has preferred an appeal with Securities Appellate Tribunal at Mumbai against BSE SOP fines and penalties under
Appeal No. 137/2024 dated 18^th March, 2024.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The company has not declared any dividend after the financial year ended 31/03/2000. Hence the company did
not have any funds lying unpaid/ unclaimed for a period of Seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund (IEPF).

25. OTHER MATTERS:

- The company has set up a committee to look into the complaints under the Sexual Harassment of woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. (a) Number of complaints filed during the financial
year - NIL. (b) Number of complaints disposed of during the financial year - NIL. (c) Number of complaints pending
as on end of the financial year - NIL.

- The company has an internal control system commensurate with its size of prevailing operations.

- There are no changes and commitments affecting the financial position of the company occurred between the end
of the financial year 2024 to which the financial statements relate and the date of the report.

- There are no orders passed by the regulators or courts or tribunals impacting the going concern status of the
company.

- There was no permanent employee in the company during the year ended 31^st March, 2024.

- No shares (including sweat equity shares) have been allotted under any scheme save or ESOS.

- Commodity price risk or foreign exchange risks and hedging activities: - NIL. Total exposure to commodities - NIL.
Exposure to various commodities - NIL. Commodity risks faced during the year and how they have been managed
- Not Applicable.

- The information relating to Board of Directors and Shareholders are annexed in Annexure ''A'' with this report.

- No application has been made under the Insolvency and Bankruptcy Code, 2016. The requirement to disclose the
details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the year along with status as at the end of the financial year is not applicable.

- The requirement to disclose 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.

- The Internal Auditor M/s Agarwal Amit K. & Company, Chartered Accountants, (FRN: 155263W) has submitted
their report for the financial year 2023-24.

26. ACKNOWLEDGEMENTS:

Your Directors express their gratitude to all stakeholders.

For and on behalf of the Board of Directors
OXFORD INDUSTRIES LTD.

Mazher N. Laila

Place: Mumbai Chairman & Managing Director

Date: 20^th July, 2024 (DIN: 00037046)

---

Mar 31, 2014

Dear members,

The Directors are presenting their 33rd Annual Report together with Audited Accounts for the year ended on 31 st March, 2014.

1. FINANCIAL RESULTS:

2013-14 2012-13 (Rupees in Lacs) (Rupees in Lacs)

(i) Profit/(Loss) before Interest, Depreciation and Taxation (12.29) (6.71)

(ii) Less: Interest Charges 18.19 13.55

(iii) Profit/(Loss) before Depreciation and Tax (30.48) (20.26)

(iv) Depreciation 0.23 0.23

(v) Net Profit/(Loss) before Tax (30.71) (20.49)

(vi) Provision for Taxation : Current Tax - - Deferred Tax-Net (0.07) (0.07)

(vii) Net Profit/(Loss) after Tax (30.64) (20.42)

(viii) Prior Years Adjustments - -

(ix) Net Profit/(Loss) (30.64) (20.42)

(x) Balance Profit/(Loss) brought forward (3,427.03) (3,406.61)

(xi) Balance Profit/(Loss) carried forward (3,457.67) (3,427.03)

2. DIVIDEND:

Your directors regret their inability to recommend any dividend for the year.

3. OPERATIONS:

As already reported, Indian Bank (Lead Bank) had auctioned both the facilities of the company i.e. weaving unit and process house at Ankleshwar, under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in February 2012. During the year under review, there was no income from operations/sales and the net loss was Rs. 30.64 lacs. Interest payable to banks/ institutions has not been provided for the year under review due to the reason that a case in Debt Recovery Tribunal (DRT), Mumbai had been filed by Indian Bank for recovery of dues of all consortium members which is going on.

4. INDUSTRIAL RELATIONS:

The company always believes in cordial relationship with the employees and considers them as most valuable asset for any organization.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed to this report.

6. PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956, no employee of the Company is in receipt of the remuneration exceeding the limits specified in the said section.

7. FIXED DEPOSITS:

During the year the Company has not invited / accepted any deposits from the public attracting the provisions of Section 58-A of the Companies Act, 1956.

8. DIRECTORS:

Shri Abdemanaf A. Hararwala , Director of the Company retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for appointment as Independent Director of the company in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

The details as required under Clause 49 of the Listing Agreement with the Stock Exchanges with regard to Directorship and membership of Committee, etc., are given in the section of Corporate Governance elsewhere in this Annual Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility statement, it is hereby confirmed that:

(i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same, except for not providing of interest on secured loan balances availed from consortium of bankers,for the year under review as a case is going on in Debt Recovery Tribunal(DRT),Mumbai filed by Indian Bank.

(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 at March 31, 2014 and of the loss 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 Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the directors have prepared the annual accounts of the Company on a Going Concern basis.

10. STATUTORY AUDITORS:

M/s. RANK & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act 1956. The board recommends their re-appointment.

11. AUDITOR''S OBSERVATIONS:

Clarifications / explanations on the observations made by the Auditor''s in the Audit Report are as follows:

Indian Bank (Lead Bank) had filed a case in Debt Recovery Tribunal (DRT), Mumbai on behalf of consortium bankers for recovery of dues, hence interest for bankers/institution has not been provided for the year. Indian Bank had auctioned both the manufacturing facilities of the company under SARFAESI Act in February 2012.

Huge losses and deficit in current assets have been due to very low utilization of production facilities during the past which in turn was on account of paucity of working capital. The annual accounts of the Company have been prepared on a Going Concern basis.

Since the notes to the accounts as referred in the Auditors'' Report are self explanatory for all other observations of the Auditors, no further clarifications are required from the Management.

12. COST AUDIT:

During the year the company was not having any manufacturing facilities as both the facilities of the company i.e. weaving unit and process house at Ankleshwar, were auctioned by Indian Bank (lead Bank) under SARFAESI Act in February,2012 and hence provisions for Cost Audit are not applicable to the Company for the year under review.

13. CORPORATE GOVERNANCE:

The Company has generally complied with the corporate Governance code as stipulated under clause 49 of the listing agreement with Bombay Stock Exchange. A separate report on corporate governance, along with a certificate from the auditors confirming the compliance, except as otherwise mentioned, is annexed and forms part of the Director''s report.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors in their meeting held on May 30, 2014, have constituted a Corporate Social Responsibility (CSR) committee in line with the provisions of Companies Act, 2013 comprising of Shri Abdemanaf A. Hararwala as chairman and Shri Mazher. N. Laila and Shri Huned Hararwala as members.

15. ACKNOWLEDGEMENTS:

Your Directors express their gratitude to all stakeholders.

For and on behalf of the Board of Directors of

OXFORD INDUSTRIES LTD.

Place : Mumbai MAZHER N. LAILA Date: 12th August, 2014 Chairman & Managing Director

---

Mar 31, 2012

To, The Members of Oxford Industries Ltd.

The Directors are presenting their 31 st Annual Report together with Audited Accounts for the year ended on 31 st March, 2012.

1. FINANCIAL RESULTS:

2011-12 2010-11 (Rupees in Lacs) (Rupees in Lacs)

(i) Profit /(Loss) before Interest, Depreciation and Taxation (84.15) 0.11

(ii) Less: Interest and Finance Charges 0.14 _

(iii) Profit/(Loss) before Depreciation and Tax (84.29) 0.11

(iv) Depreciation 99.19 116.57

(v) Net Profit/(Loss) before Tax (183.48) (116.46)

(vi) Provision for Taxation :

Current Tax - -

Deferred Tax-Net (223.28) (18.39)

(vii) Net Profit/(Loss) after Tax 39.80 (98.07)

(viii) Prior Years Adjustments _ _

(ix) Net Profit / (Loss) 39.80 (98.07)

(x) Balance Profit/(Loss) brought forward (3,446.41) (3,348.34)

(xi) Amount available for appropriation (3,406.61) (3,446.41)

Appropriations have been made as under:

(a) Transfer to/from General Reserve - -

(b) Balance carried forward to Balance Sheet (3,406.61) (3,446.41)

2. DIVIDEND:

Due to losses, your directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS AND FINANCIAL PERFORMANCE:

During the year under review, Indian Bank (Lead Bank) auctioned both the facilities of the company i.e. weaving unit and process house at Ankleshwar, held under its physical possession upto 29th February 2012, under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act). Indian Bank approved the sale of both units on 7th February 2012 and handed over physical possession to successful bidders on 1 st March 2012.

During the year under review, net profit was Rs. 39.80 lacs mainly due to reversal of deferred tax liability provisions. No Interest has been charged to revenue for the year under review amounting to Rs. 569.98 lacs due to the reason as narrated in previous para.

4. INTERNATIONAL SCENARIO AN D EXPORTS:

Due to recessionary trend world over, the scope for export of textile from India has been gradually decreasing.

5. INDUSTRIAL RELATIONS:

The company believes in cordial relationship with the employees.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed to this report.

7. PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956, no employee of the Company is in receipt of the remuneration exceeding the limits specified in the said section.

8. FIXED DEPOSITS:

During the year the Company has not accepted any deposits from the public in the nature of loans attracting the provisions of Section 58-A of the Companies Act, 1956.

9. DIRECTORATE:

Shri Abdemanaf A. Hararwala, Director of the Company retire by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The details as required under Clause 49 of the Listing Agreement with the Stock Exchanges with regard to Directorship and membership of Committee, etc., are given in the section of Corporate Governance elsewhere in this Annual Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility statement, it is hereby confirmed that:

(i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same, except for not providing of interest on secured loans for the year under review as both the facilities of the Company were under physical possession of Indian Bank (Lead Bank) under SARFAESI Act and later auctioned on 7th February 2012;

(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 at March 31,2012 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 Companies Act, 1956 and for safeguarding the assets of the Company (except for assets in possession of Indian Bank, Lead Bank) and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a Going Concern basis.

11. STATUTORY AUDITORS:

M/s. C.N. Lapsiwala & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors that their appointment, if made, would be within the prescribed limits under Section 224 (l-B)ofthe Companies Act 1956. The board recommends their re-appointment.

12. AUDITOR'S OBSERVATIONS:

Clarifications / explanations on the observations made by the Auditor's in the Audit Report are as follows:

Indian Bank (Lead Bank) had taken over physical possession of the secured assets under SARFAESI Act and auctioned the same on 7th February 2012. The company was not in possession of the said secured assets throughout the year hence interest has not been provided for the year.

Huge losses and deficit in current assets has been due to very low utilization of production facilities during the past few years which in turn was on account of paucity of working capital. The annual accounts of the Company have been prepared on a Going Concern basis.

Since the notes to the accounts as referred in the Auditors' Report are self explanatory for all other observations of the Auditors, no further clarifications are required from the Management.

13. COST AUDIT:

During the year, both the facilities of the company i.e. weaving unit and process house at Ankleshwar, were held by Indian Bank under its physical possession under SARFAESI Act and later auctioned on 7th February 2012 to its successful bidders. No operations were conducted by the Company during the year and hence provisions for Cost Audit are not applicable to the Company for the year under review.

14. CORPORATE GOVERNANCE:

The Company has generally complied with the corporate Governance code as stipulated under clause 49 of the listing agreement with Bombay Stock Exchange. A separate report on corporate governance, along with a certificate from the auditors confirming the compliance, except as otherwise mentioned, is annexed and forms part of the Director's report.

15. ACKNOWLEDGEMENTS:

Your Directors express their gratitude to all stakeholders for their support to the Company.

For and on behalf of the Board of Directors

Place: Mumbai MAZHER N. LAILA

Date: 31st July, 2012 Chairman & Managing Director

---

Mar 31, 2011

The Members,

Oxford Industries Ltd.

The Directors are presenting their 30th Annual Report together with Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS:

2010-11 2009-10 (Rupees in Lacs) (Rupees in Lacs)

(i) Profit / (Loss) before Interest, Depreciation and Taxation 0.11 (13.48)

(ii) Less: Interest and Finance Charges — 428.18

(iii) Profit/(Loss) before Depreciation and Tax 0.11 (441.66)

(iv) Depreciation 116.57 148.73

(v) Net Profit/(Loss) before Tax (116.46) (590.39)

(vi) Provision for Taxation :

Current Tax — —

Deferred Tax - Net (18.39) (26.55)

(vii) Net Profit/(Loss) after Tax (98.07) (563.84)

(viii) Prior Years Adjustments — 0.52

(ix) Net Profit / (Loss) (98.07) (564.36)

(x) Balance Profit /(Loss) brought forward (3,348.34) (2,783.98)

(xi) Amount available for appropriation (3,446.41) (3,348.34)

Appropriations have been made as under:

(a) Transfer to / from General Reserve — —

(b) Balance carried forward to Balance Sheet (3,446.41) (3,348.34)

2. DIVIDEND:

Due to losses, your directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS:

During the year under review, both the facilities of the company i.e. weaving unit and process house at Ankleshwar, continues to be under physical possession of Indian Bank (Lead Bank) under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act). The management has been trying to get a partner/investor to settle the liabilities of the lenders and revive the operations.

4. INTERNATIONAL SCENARIO AND EXPORTS:

Due to recessionary trend world over, the scope for export of textile from India has been gradually decreasing.

5. INDUSTRIAL RELATIONS:

The relationship with the employees during the year was cordial and the directors express their gratitude for the continued co-operation of the employees.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed to this report.

7. INSURANCE:

Since the assets of the company are under physical possession of Indian Bank (Lead Bank) under SARFAESI Act, Insurance related matters are being looked after by them.

8. PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956, no employee of the Company is in receipt of the remuneration exceeding the limits specified in the said section.

9. FIXED DEPOSITS:

During the year, the Company has not accepted any deposits from the public in the nature of loans attracting the provisions of Section 58-A of the Companies Act, 1956.

10. DIRECTORATE:

Shri Huned M. Hararwala, Director of the Company retire by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Abdemanaf A. Hararwala was appointed as Additional Director by the Board on 7th March 2011 under section 260 of the Companies Act, 1956 and who holds office up to the date of ensuing Annual General Meeting, but being eligible, offers himself for re-appointment.

The details as required under Clause 49 of the Listing Agreement with the Stock Exchanges with regard to Directorship and membership of Committee, etc., are given in the section of Corporate Governance elsewhere in this Annual Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility statement, it is hereby confirmed that:

(i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same; except for not providing of interest on secured loans for the year under review as both the facilities of the company were under physical possession of Indian Bank (Lead Bank) under SARFAESI Act throughout the year.

(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 at March 31, 2011 and of the loss 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 Companies Act, 1956 and for safeguarding the assets of the Company (except for assets in possession of Indian Bank, Lead Bank) and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a Going Concern basis.

12. STATUTORY AUDITORS:

M/s. C.N. Lapsiwala & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act 1956. The board recommends their re-appointment.

13. AUDITOR'S OBSERVATIONS:

Clarifications / explanations on the observations made by the Auditor's in the Audit Report are as follows:

As Indian Bank (Lead Bank) had taken the physical possession of the secured assets viz. both the Weaving Unit and Process House under SARFAESI Act and the company was not in possession of the said secured assets throughout the year, interest has not been provided on the outstanding secured loans for the year.

Huge losses and deficit in current assets has been due to very low utilization of production facilities during the past few years which in turn was on account of paucity of working capital. The Management has been trying to get a partner / investor to settle the liabilities of the Lenders and revive the operations. The annual accounts of the Company have been prepared on a Going Concern basis.

Since the notes to the accounts as referred in the Auditors' Report are self explanatory for all other observations of the Auditors, no further clarifications are required from the Management.

14. COST AUDITORS:

Pursuant to a directive of the Central Government, the Company is required to conduct a cost audit in respect of its Textile manufacturing activities. Accordingly M/s. Kirit Mehta and Company, Cost Accountants, Mumbai have been appointed as cost auditors to carry out audit of the cost accounts maintained by the Company for the year ended 31st March, 2011.

15. CORPORATE GOVERNANCE :

The Company has generally complied with the corporate Governance code as stipulated under clause 49 of the listing agreement with Bombay Stock Exchange. A separate report on corporate governance, along with a certificate from the auditors confirming the compliance, except as otherwise mentioned, is annexed and forms part of the Director's report.

16. ACKNOWLEDGEMENTS:

Your Directors express their gratitude to all stakeholders for their support to the Company.

For and on behalf of the Board of Directors

MAZHER N. LAILA Chairman & Managing Director

Place: Mumbai Date : 30th July, 2011

---

Mar 31, 2010

The Directors are presenting their 29th Annual Report together with Audited Accounts for the year ended on 31st March, 2010.

1. FINANCIAL RESULTS: (Rupees in Lacs)

2009-10 2008-09

(i) Profit/(Loss) before Interest, Depreciation and Taxation (13.48) (384.27)

(ii) Interest and Finance Charges 428.18 390.62

(iii) Profit/(Loss) before Depreciation and Tax (441.66) (774.89)

(iv) Depreciation 148.73 139.47

(v) Net Profit/(Loss) before Tax (590.39) (914.36)

(vi) Provision for Taxation :

Current Tax — —

Fringe Benefit Tax — 3.00

Deferred Tax - Net (26.55) (11.95)

(vii) Net Profit/(Loss) after Tax (563.84) (905.41)

(viii) Prior Years Adjustments 0.52 22.16

(ix) Net Profit / (Loss) (564.36) (927.57)

(x) Balance Profit/(Loss) brought forward (2,783.98) (1,856.41)

(xi) Amount available for appropriation (3,348.34) (2783.98)

Appropriations have been made as under:

(a) Transfer to / from General Reserve — —

(b) Balance carried forward to Balance Sheet (3,348.34) (2783.98)

2. DIVIDEND:

Due to losses, your directors regret their inability to recommend any dividend for the year under review.

3. OPERATIONS:

During the year under review, sales turnover was Rs.163.42 lacs only compared to Rs. 1935.68 lacs in the previous year. Net loss for the year was Rs.564.36 lacs compared to Rs.927.57 lacs in the previous year.

The key developments during the year under review were:

1) The weaving unit was non-operational during the year and the Process House of the company was operational only up to 13th August 2009 as Indian Bank (Lead Bank) took over symbolic possession of both the units (Weaving Unit and Process House) of the company under The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARF AESI) Act, 2002 as on that date.

2) There was very low utilization of Process House even up to 13th August 2009 mainly due to paucity of working capital.

4. Legal Action by Lenders under SARF AESI Act, 2002

Indian Bank (Lead Bank) had issued notice dated 16th October 2008 under section 13(2)of The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002(SARFAESI Act, 2002) demanding repayment of the entire loan portfolio, failing which the bank shall exercise its enforcement rights under section 13(4) of the said act against the secured assets of the company. Given the then financial condition of the Company it was not possible for the management to repay the entire loan. As the company was unable to fulfill the conditions given in the said notice the Bank took over symbolic possession of secured assets of the company situated at the Weaving Unit and the Process House on 13th August 2009 and the physical possession on 18th January 2010. The Bank has further placed both the units of the company (Weaving Unit and Process House) under auction for sale.

5. PROCEEDINGS AT BOARD FOR INDUSTRIAL & FINANCIAL RESTRUCTURING (BIFR)

A reference was made to BIFR under section 15 of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) on 28/2/2008. The case was registered at No. 20/2008. During the year the BIFR held four hearings on 13/5/2009, 8/7/2009, 26/8/2009 and 17/2/2010. In the last hearing held on 17/2/2010, the BIFR abated the reference of the company pending before it under the third proviso to section 15(1) of SICA as the Indian Bank (Lead Bank) had already taken over possession of companys assets u/s 13(4) of SARF AESI Act, 2002.

6. INTERNATIONAL SCENARIO AND EXPORTS:

The scope for Indian textile for exports has increased post abolition of quotas. Your Company did not get any export order during the year.

7. INDUSTRIAL RELATIONS:

The relationship with the employees during the year was cordial and the directors express their gratitude for the continued co-operation of the employees.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed to this report.

9. INSURANCE:

All the properties including factory building, plant & machinery and stocks have been adequately insured.

10. PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act, 1956, no employee of the Company is in receipt of the remuneration exceeding the limits specified in the said section.

11. FIXED DEPOSITS:

During the year the Company has not accepted any deposits from the public in the nature of loans attracting the provisions of Section 58-A of the Companies Act, 1956.

12. DIRECTORATE:

Shri Akbar A. Shahpurwala, Director of the Company retire by rotation at ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Mahendra D. Kamdar, Shri Salim T. Shahpurwala and Shri Shabbir N. Laila, Directors of the Company, had resigned with effect from 31st January 2010, 26th May 2010 and 29th May 2010 respectively. The Board places on record its appreciation for the services rendered by these directors during their tenure as directors of the Company.

The details as required under Clause 49 of the Listing Agreement with the Stock Exchanges with regard to Directorship and membership of Committee, etc., are given in the section of Corporate Governance elsewhere in this Annual Report.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed that:-

(i) in preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

(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 at March 31, 2010 and of the loss 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a Going Concern basis.

14. STATUTORY AUDITORS:

M/s. C.N. Lapsiwala & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the auditors that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act 1956. The board recommends their re-appointment.

15. AUDITORS OBSERVATIONS:

Clarifications / explanations on the observations made by the Auditors in the Audit Report are as follows:

Huge losses and deficit in current assets has been due to very low utilization of production facilities during the past few years which in turn was on account of paucity of working capital. Further, during the current year possession of both, the Weaving Unit and Process House was taken by Indian Bank (Lead Bank). The Management has been trying to get a partner/investor including an Asset Reconstruction Company to settle the liabilities of the lenders and revive the operations. The annual accounts of the Company have been prepared on a Going Concern basis.

Since the notes to the accounts as referred in the Auditors Report are self explanatory for all other observations of the Auditors, no further clarifications are required from the Management.

16. COST AUDITORS:

Pursuant to a directive of the Central Government, the Company is required to conduct a cost audit in respect of its Textile manufacturing activities. Accordingly M/s. Kirit Mehta and Company, Cost Accountants, Mumbai have been appointed as cost auditors to carry out audit of the cost accounts maintained by the Company for the year ended 31st March, 2010.

17. CORPORATE GOVERNANCE:

The Company has generally complied with the corporate Governance code as stipulated under clause 49 of the listing agreement with the Stock Exchange. A separate report on corporate governance, along with a certificate from the auditors confirming the compliance, except as otherwise mentioned, is annexed and forms part of the Directors report. -

18. ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the dedicated efforts put in by all the employees of the Company and express their gratitude to all shareholders for their confidence and continued support to the Company.

For and On behalf of the Board of Directors



Place :Mumbai MAZHER N. LAILA

Date: 31st July, 2010 Chairman & Managing Director