డైరెక్టర్ల నివేదిక Oxford Industries Ltd.

Mar 31, 2025

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’ble 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suspension was revoked vide BSE notice no. 20250624-12 dated 24^th June,2025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 (‘Acf).

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
stakeholder’s 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^m 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^th 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 Secretary and
Compliance officer of the Company on 13^,h 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 DIRECTOR’S 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 director’s 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 arm’s 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 Company’s 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^st March, 2024 is available on
the Company’s 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 company’s 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 Company''s web address is http: / / oxlordfabrics.in / The website contains a
complete overview of the Company. The Company''s 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. DIRECTOR’S 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 company’s
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 Company''s current liabilities
(including short term loans) exceeded its current assets by Rs 1 71.13 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 Company''s 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

---

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)

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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

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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

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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

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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