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:

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)