The Committee of Independent Directors of Oxford Industries Limited has recommended that shareholders accept the open offer made by Saroj Kumar Choudhury to acquire 26% of the company's equity shares. The offer price of Rs 5 per fully paid-up equity share is considered fair and reasonable, particularly given the negative book value and profitability of the company. This recommendation was detailed in an advertisement submitted to the stock exchanges on June 10, 2026.

The open offer aims to acquire up to 15,45,271 equity shares of Rs 10 each, representing 26.00% of the total equity and voting share capital of Oxford Industries Limited. The transaction is being managed by Navigant Corporate Advisors Limited. The Committee of Independent Directors, comprising Chairperson Aakansha Vaid and members Iranee Tripathy and Nitin Arvind Oza, evaluated the offer based on several factors.

The offer price of Rs 5 per share is higher than the price of Rs 3.70 per share determined as the fair value by CA Jay Shah, an Independent Valuer. Furthermore, the offer price exceeds the price to be paid by the acquirer in the Share Purchase Agreement to sellers and is equal to the price paid by the acquirer for shares acquired during the 52 weeks immediately preceding the date of the Public Announcement. The equity shares of the Target Company are classified as infrequently traded shares under the SEBI (SAST) Regulations, 2011.

The Committee noted that none of its members hold any equity shares in the Target Company or have any relationship with the Acquirer. Additionally, no trading in the equity shares or other securities of the Target Company has been conducted by the Committee members. The recommendation was made in accordance with Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The following table summarizes the key details of the open offer:

Shareholders are advised to independently evaluate the offer and make an informed decision. The advertisement regarding the open offer was published in the Financial Express, Jansatta, and Pratahkaal on June 10, 2026.

Navigant Corporate Advisors Limited has submitted the Letter of Offer to the Securities and Exchange Board of India (SEBI) regarding the open offer for Oxford Industries Limited . The offer, made by Acquirer Saroj Kumar Choudhury, seeks to acquire up to 15,45,271 equity shares of Rs. 10/- each, representing 26.00% of the fully paid-up equity and voting share capital of the Target Company, at a price of Rs. 5/- per equity share. The offer opens on June 12, 2026, and closes on June 25, 2026.

Offer Details

The open offer is a mandatory offer triggered pursuant to the execution of a Share Purchase Agreement (SPA) dated March 12, 2026, through which the Acquirer is acquiring 25,97,370 equity shares constituting 43.70% of the share capital from existing promoters. The Acquirer currently holds 1,64,200 shares, representing 2.76% of the paid-up capital. Upon completion of the offer, assuming full acceptance, the Acquirer will hold 43,06,841 shares, representing 72.46% of the voting share capital. The offer is not subject to any minimum level of acceptance.

Financial Arrangements

Assuming full acceptance, the maximum consideration payable by the Acquirer is Rs. 77,26,355. The Acquirer has deposited Rs. 20.00 Lacs in an escrow account with Axis Bank Limited, which is in excess of 25% of the Offer Consideration. The Acquirer’s net worth was certified at Rs. 194.35 Lacs as on March 12, 2026. The Offer Price of Rs. 5/- is justified based on the highest of the negotiated price of Rs. 3.62/- per share under the SPA and the volume-weighted average price of Rs. 5.00 paid by the Acquirer during the 52 weeks preceding the Public Announcement.

Risk Factors and Auditor's Report

The Independent Auditor’s Report for the financial year ended March 31, 2025, contains a qualified opinion highlighting material uncertainty regarding the company’s ability to continue as a going concern. The company reported a net loss of ₹50.31 lacs in FY 2024-25, with accumulated losses of ₹1,347.71 lacs resulting in the complete erosion of its net worth. Additionally, the audit trail feature in the accounting software was not enabled at the database level as required under the Companies (Audit and Auditors) Rules, 2014.

Schedule of Activities

The table below outlines the revised schedule of activities for the open offer: