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You can view full text of the latest Director's Report for the company.

BSE: 543401ISIN: INE0BJS01011INDUSTRY: Retail - Apparel/Accessories

BSE   ` 665.00   Open: 681.45   Today's Range 661.00
682.20
-9.25 ( -1.39 %) Prev Close: 674.25 52 Week Range 660.05
1278.60
Year End :2025-03 

The Directors take pleasure in presenting the 15th Annual Report on the business and operations of Go Fashion
(India) Limited ("the Company”) together with the Audited Financial Statements for the financial year ended
March 31, 2025.

FINANCIALS

The financial statements of the Company have been prepared in conformity with Indian Accounting Standards
prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended (Ind AS) and other accounting principles generally accepted in India. The Management evaluates all
recently issued or revised accounting standards on an ongoing basis. Key aspects of the Company’s financials
for the fiscal year ended March 31, 2025 are tabulated below:

Particulars

Year ended
March 31, 2025

Year ended
March 31, 2024

Revenue from operations

84,816.73

76,282.80

Less: Expenses

58,020.89

52,039.19

EBITDA

26,795.84

24,243.61

Less:

Finance Cost

4,635.13

3,913.26

Depreciation

12,369.42

11,037.76

Add:

Other income

2539.15

1,729.96

Profit before Tax

12,330.44

11,022.55

Less: Tax expenses (including deferred Tax)

2,980.57

2,744.94

Profit after Tax

9,349.87

8,277.61

Add: Total Other Comprehensive (loss)/Income

2.11

(67.13)

Total Comprehensive Income for the year

9,347.76

8,344.74


OVERVIEW OF COMPANY’S FINANCIAL

PERFORMANCE

o Revenue from Operations of the Company stood
at ' 84,816.73 lakhs as against ' 76,282.80 lakhs
for the previous year, registering a growth of
11.19% in the revenue.

o Sales volume of the Company stood at 145.18
Lakhs pieces as against 132.71 lakhs pieces for
the previous year, registering a growth of 9.40 %
in the Sales Volume.

o EBITDA of the Company stood at ' 26,795.84
lakhs as against ' 24,243.61 lakhs for the previous
year, registering a growth of 10.53 % in EBITDA.

o Profit after Tax (PAT) of the Company stood at '
9,349.87 lakhs as against profit of ' 8,277.61 lakhs
for the previous year, registering a growth of
12.95% in PAT.

DIVIDEND

The Board of Directors does not recommend any
dividend for the financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(hereinafter referred as "SEBI Listing Regulations”),
the Board of the Company has adopted a Dividend
Distribution Policy, which can be accessed on the
website of the company at
https://cdn.shopify.
com/s/files/1/0598/8158/6848/files/DIVIDEND
DISTRIBUTION POLICY 71b1c0c0-c8d3-460b-bf44-
6219fd8c7797.pdf?v=1738566100.

TRANSFER TO RESERVES

The company does not propose to transfer any
amount to the reserves for the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of
the company in the review period.

EXPANDING HORIZONS: LAUNCH OF GO COLORS
STORE IN DUBAI

The Company, in June 2025 marked a key milestone
by opening its first international Go Colors store in
Dubai’s Silicon Central Mall, in partnership with
the
Apparel Group. This strategic expansion into
the GCC region represents the beginning of our
global growth journey. The Dubai store brings our
inclusive and versatile women’s bottomwear range
to a dynamic international market, strengthening
our brand presence beyond India.

SHARE CAPITAL

The paid-up equity share capital of the Company
as on March 31, 2025 is ' 54,00,89,840 comprising of
5,40,08,984 equity shares of '10/- each.

The Authorized Share Capital of the Company is
' 105,00,00,000 (Rupees One Hundred and Five
Crores only) comprising of 10,50,00,000 (Ten Crores
Fifty Lakhs only) equity shares of face value of '
10/- each. The company has not issued any shares
including equity shares with differential rights as
to dividend, voting or otherwise. The Company has
not issued any sweat equity shares to its directors or
employees.

SHIFTING OF REGISTERED OFFICE

During the year, the Company has shifted its
Registered Office from " Sathak Center, No.4 5th Floor,
Nungambakkam High Road, Chennai- 600 034 to
No.43/20, Nungambakkam High Road, Chennai- 600 034.

CREDIT RATING

The details of credit ratings obtained from CRISIL are
as under:

Ratings of CRISIL

Facilities

Ratings

Rating Action

Long Term Rating

CRISIL A /Stable

Reaffirmed

Short Term Rating

CRISIL A1

Reaffirmed

Ratings of ICRA

Facilities

Ratings

Rating Action

Long Term Rating

[ICRA] A Stable '

Reaffirmed

Short Term Rating

[ICRA] A1 '

Reaffirmed

DIRECTORS & KEY MANAGERIAL PERSONNEL

The appointment and remuneration of Directors are
governed by the Policy devised by the Nomination
and Remuneration Committee of the Company.
The detailed terms of reference of Nomination and
Remuneration Policy is contained in the Corporate
Governance Section of the Annual Report.

As on the date of this report, the Company’s
Management consists of the following Directors and
Key Managerial Personnel:

Sr.

No.

Name of the
Director & KMP

Designation

1.

Mr.Srinivasan

Sridhar

Chairman & Independent
Director

2.

Mr.Prakash Kumar
Saraogi

Managing Director

3.

Mr.Gautam Saraogi

Executive Director &Chief
Executive Officer

4.

Mr.Rahul Saraogi*

Non- Executive Non¬
Independent Director

5.

Mr.Vinod Kumar
Saraogi**

Non- Executive Non¬
Independent Director

6.

Mrs.Rohini Manian

Independent Director

7.

Mr.Dinesh Madanlal
Gupta

Independent Director

8.

Mr.R.Mohan

Chief Financial Officer

9.

Ms.Gayathri Kethar

Company Secretary &
Compliance Officer

^resigned w.e.f. 01st August 2025

**Appointment w.e.f 01st August 2025

The constitution of the Board of the Company is
in accordance with Section 149 of the Companies
Act, 2013 and Regulation 17 of the SEBI Listing
Regulations.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of the Company have
registered themselves in the online database
of Independent Directors maintained by Indian
Institute of Corporate Affairs (IICA) for the said
purpose.

The Company has received necessary declaration
from each Independent Director under Section
149(7) of the Companies Act,2013, that he / she
meets the criteria of independence as laid down
in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. In the
opinion of the Board, the Independent Directors
possess the requisite expertise and experience and

they hold highest standards of integrity, and they
fulfil the conditions specified in the Act and the
Rules made thereunder and are independent of the
Management.

SEPARATE MEETING OF INDEPENDENT
DIRECTORS

The Independent Directors of the Company had
met during the year on March 25, 2025 to review the
performance of Non-Independent Directors and the
Board as a whole, reviewed the performance of the
Chairperson of the Company and also assessed the
quality, quantity and timelines of flow of information
between the Company management and the Board
without the presence of the Non-Independent
Directors and members of the Management. Details
regarding the same is provided in the Corporate
Governance Report forming part of the Annual
Report of the Company.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provision of section 152 of the
Companies Act, 2013, Mr. Prakash Kumar Saraogi,
Managing Director, is liable to retire by rotation and
being eligible for re-appointment at the ensuing
Annual General Meeting (“AGM”) of the Company,
has offered himself for reappointment. His details
as required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
Secretarial Standards on General Meetings issued
by the Institute of Company Secretaries of India are
contained in the accompanying Notice convening
the ensuing AGM of the Company. An appropriate
resolution seeking the shareholders’ approval to his
re-appointment as Director is included in the Notice
of the AGM.

APPOINTMENT OF DIRECTORS

Mr.Vinod Kumar Saraogi (DIN: 00496254) was
appointed as an Additional Director (Non-Executive
Non-Independent) on the Board of the Company
pursuant to the provisions of Section 161 of the
Companies Act 2013 with effect from August 01,2025,
to hold office up to the date of the ensuing Annual
General Meeting of the Company and is eligible for
appointment as a Director of the Company.

RE-APPOINTMENT OF DIRECTORS

(i) Mr. Srinivasan Sridhar (DIN: 00004272) was
appointed as an Independent Director on
the Board of the Company pursuant to the
provisions of Section 149 of the Act read with
Companies (Appointment and Qualification of

Directors) Rules, 2014. His first term of 5 (Five)
years commenced on July 22, 2021 and is due to
expire on July 21, 2026.

Therefore, the Nomination and Remuneration
Committee of the Board, on the basis of
the report of performance evaluation, has
recommended the re-appointment of
Mr. Srinivasan Sridhar as an Independent
Director for a second term of 5 years upto July
21, 2031 subject to approval of members at the
ensuing annual general meeting.

(ii) Mr Dinesh Madanlal Gupta (DIN: 00126225)
was appointed as an Independent Director
on the Board of the Company pursuant to the
provisions of Section 149 of the Act read with
Companies (Appointment and Qualification of
Directors) Rules, 2014. His first term of 5 (Five)
years commenced on June 30, 2021 and is due
to expire on June 29, 2026.

Therefore, the Nomination and Remuneration
Committee of the Board, on the basis of
the report of performance evaluation, has
recommended the re-appointment of Mr
Dinesh Madanlal Gupta as an Independent
Director for a second term of 5 years upto June
29, 2031 subject to approval of members at the
ensuing annual general meeting.

(iii) Mrs. Rohini Manian (DIN: 07284932) was
appointed as an Independent Director on
the Board of the Company pursuant to the
provisions of Section 149 of the Act read with
Companies (Appointment and Qualification of
Directors) Rules, 2014. Her first term of 5 (Five)
years commenced on June 30, 2021 and is due
to expire on June 29, 2026.

Therefore, the Nomination and Remuneration
Committee of the Board, on the basis of the report
of performance evaluation, has recommended
the re-appointment of Mrs. Rohini Manian as
an Independent Director for a second term of
5 years upto June 29, 2031 subject to approval
of members at the ensuing annual general
meeting.

(iv) Mr. Prakash Kumar Saraogi (DIN: 00496255) was
appointed as Managing Director on the Board
of the Company pursuant to the provisions of
Section 196, 197, 203, Schedule V and any other
applicable provisions of the Companies Act, 2013
read with Rule 3 of the Companies (Appointment
and Remuneration of Managerial Personnel)

Rules, 2014 (including any statutory modification
or re-enactment thereof) of the Act. His current
term of 5 (Five) years commenced on June 30,
2021 and is due to expire on June 29, 2026.

Therefore, the Nomination and Remuneration
Committee of the Board, on the basis of
the report of performance evaluation, has
recommended the re-appointment of Mr.
Prakash Kumar Saraogi as Managing Director
for a second term of 5 years upto June 29, 2031
subject to approval of members at the ensuing
annual general meeting.

(v) Mr.Gautam Saraogi (DIN: 03209296) was
appointed as an Executive Director on the Board
of the Company pursuant to the provisions of
Section 196, 197, 198 and 203, Schedule V and any
other applicable provisions of the Companies
Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification
or re-enactment thereof). His current term of 5
(Five) years commenced on November 17, 2020
and is due to expire on November 16, 2025.

Therefore, the Nomination and Remuneration
Committee of the Board, on the basis of the report
of performance evaluation, has recommended
the re-appointment of Mr.Gautam Saraogi as an
Executive Director for a second term of 5 years
upto November 16, 2030 subject to approval
of members at the ensuing annual general
meeting.

RESIGNATION OF DIRECTOR

Mr.Rahul Saraogi resigned from the Directorship
of the Company with effect from close of business
hours of August 01, 2025. The Board placed on record
its appreciation of the valuable contribution made
by Mr. Rahul Saraogi during his tenure with the
Company.

BOARD AND COMMITTEE MEETINGS

The Board of Directors met Five (5) times during the
financial year 2024-25. The details of the meetings
and the attendance of the Directors are mentioned
in the Corporate Governance Report.

The Board of Directors of the Company have
formed various Committees, as per the provisions
of the Companies Act, 2013 and as per SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as a part of the best corporate
governance practices, the terms of reference and the
constitution of these Committees is in compliance

with the applicable laws. In order to ensure focused
attention on business and for better governance
and accountability, the Board has constituted the
following Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

The details with respect to the composition, terms
of reference, number of meetings held and business
transacted by the aforesaid Committees are given in
the “Corporate Governance Report” of the Company
which is presented in a separate section and forms a
part of the Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has
carried out the Annual Performance Evaluation of
the Board, its Committees and of individual directors
in the format (questionnaire) prescribed by the
Nomination and Remuneration Committee of the
Company.

The structured questionnaire covers various aspects
of the Board’s functioning such as adequacy of the
composition of the Board and its Committees, Board
culture, execution and performance of specific
duties, obligations and governance. The performance
evaluation of the Directors (without participation of
the relevant Director) was carried out by the entire
Board. The Directors expressed their satisfaction
with the evaluation process.

FAMILIARISATION PROGRAMME

Pursuant to the SEBI Regulations, the Company has
worked out a Familiarisation Programme for the
Independent Directors, with a view to familiarise
them with their role, rights and responsibilities
in the Company, nature of Industry in which the
Company operates, business model of the Company
etc. Through the Familiarisation Programme, the
Company apprises the Independent Directors
about the business model, corporate strategy,
business plans, finance, human resources,
technology, quality, facilities, risk management
strategy, governance policies and operations of the
Company. Details of Familiarisation Programme
of Independent Directors with the Company

are available on the website of the company at
https://cdn.shopifv.eom/s/files/l/0598/8158/6848/
files/FAMILIARI SATIO N PROGRAMME FOR
INDEPENDENT DIRECTORS 8412e3e5-30c4-47c5-
8c01-28dcc7c0d795.pdf?v=1657891554
.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has a constant focus on attracting,
developing and retaining talent. We believe that
our employees are our key strength, and their
development and well-being is crucial to sustain
organizational success. The company is constantly
engaging in several initiatives to develop employees
holistically to ensure that we have competent
employees in all areas of the business. We are
implementing several robust HR practices and
processes to enhance employee experience and
engagement to deliver exemplary results. Some
of these initiatives include structured talent
management processes, leadership development,
competency development, employee engagement
and well-being, rewards and recognition,
performance management and so on.

Right environment and resources are provided
to ensure the employees reach their maximum
potential. Leadership development initiatives include
providing the necessary experience, exposure and
education to ensure employee readiness to execute
critical roles and responsibilities. We have a robust
induction and training process for new talent, to
ensure safety and quality standards are adhered
to. All new employees are required to go through
detailed technical and behavioural trainings in their
respective domain areas to ensure productivity is
achieved along with safety and quality.

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES

The Company does not have any Subsidiaries,
Associates and Joint ventures.

RELATED-PARTY TRANSACTIONS

All related party transactions that were entered
during the financial year were at arm’s length basis
and were in the ordinary course of business. There
was no materially significant related party transaction
made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated
persons, which may have a potential conflict with
the interest of the Company at large.

In accordance with the requirements of the
Companies Act, 2013 and SEBI (Listing Obligations

and Disclosure Requirements) 2015, the Company
has a Policy on Related Party Transactions which
can be viewed at
https://cdn.shopify.com/s/
files/1 /0598/8158/6848/files/RELATED PARTY
TRANSACTION POLICY c965eb59-f225-41b0-b6ba-
94b353620e45.pdf?v=1738566101.

There were no material transactions with related
parties.

Accordingly, the disclosure of transactions entered
into with related parties pursuant to the provisions
of Section 188(1) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts), Rules 2014 in Form
AOC-2 is not applicable.

Related party transactions pursuant to the SEBI
(LODR) Regulations 2015 and the Companies Act,
2013 are provided in notes to the financial statements.

PUBLIC DEPOSITS

The Company has not accepted any deposits from
public and as such, no amount on account of
principal or interest on deposits from public was
outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

No Loans, Guarantees or Investments were made by
the company during the financial year 2024-25.

ACCOUNTING TREATMENT

The Accounting Treatment is in line with the
applicable Indian Accounting Standards (IND-
AS) recommended by the Institute of Chartered
Accountants of India (ICAI) and prescribed by the
Central Government.

AUDITORS

(a) Statutory Auditors:

In accordance with the provisions of section 139
of the Companies Act 2013 and the rules made
thereunder M/s. Price Waterhouse Chartered
Accountants LLP (Firm Registration No. 012754N/
N500016), the Statutory Auditors of the company
shall hold office from the conclusion of the 14th
Annual General Meeting till the conclusion of the
19th Annual General Meeting of the company at a
remuneration fixed by the Board of Directors of
the Company in consultation with the Auditors,
as recommended by the Audit Committee.
The Independent Auditors’ Report(s) to the
Members of the Company in respect of the
Financial Statements for the Financial Year

ended March 31, 2025 form part of this Annual
Report and does not contain any qualification(s),
remarks or adverse observations.

(b) Cost Auditors:

The Company is not engaged in the business
of production of goods or providing of Services.
Accordingly, the Company is not required to
maintain cost records as specified under Section
148(1) of the Companies Act, 2013, and hence, no
cost auditors have been appointed.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A
of SEBI Listing Regulations, M/s. R. Sridharan
& Associates, Company Secretaries had been
appointed as Secretarial Auditor, to undertake
Secretarial Audit of the Company for the FY
2024-25 . The report of the Secretarial Auditor
in the prescribed Form MR-3 is annexed to this
report as Annexure IV. There are no qualifications,
reservations, adverse remarks or disclaimers
given by the Secretarial Auditors in their report.

The Audit Committee and the Board have
evaluated and recommend the appointment
of M/s. Sridharan & Sridharan Associates, Peer
Reviewed Practicing Company Secretary,
(Firm’s Registration No. P2022TN093500), as the
Secretarial Auditor of the Company, for a period
of five years (First Term) from the conclusion
of this 15th Annual General Meeting till the
conclusion of the 20th Annual General Meeting to
be held in the financial year 2029- 2030 subject
to the approval of the Shareholders.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of
the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, M/s.Mohan &
Venkataraman, Chartered Accountants
(FRN:007321S) was appointed by the Board
of Directors to conduct internal audit of the
Company for the financial year 2024-25.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE

AUDITORS

During the year under review, the Statutory Auditors,

Secretarial Auditors, Internal Auditors have not

reported any instances of fraud committed in the

Company by its officers or employees to the Audit
Committee under Section 143(12) and Rule 13 of the
Companies (Audit and Auditors) Rules, 2014 of the
Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act,
2023, the Board of Directors, to the best of its
knowledge and ability, confirm that:

• The Annual Accounts have been prepared in
conformity with the applicable Accounting
Standards and there is no material departure;

• They have selected such Accounting Policies
and applied them consistently, and made
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the affairs of the Company at the end of financial
year 2024-25 and of the profit for that period;

• Proper and sufficient care has been taken and
that adequate accounting records have been
maintained in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for prevention and detection of
fraud and other irregularities;

• The Annual Accounts have been prepared on a
going concern basis;

• The internal financial controls laid down by
the Company were adequate and operating
effectively; and

• The systems have been devised to ensure
compliance with the provisions of all applicable
laws were adequate and operating effectively.

RISK AND CONTROL

Through the Risk Management Committee, the
Board of Directors oversees the Company’s Risk
Management.

Risk Management Policy

The Company has adopted a Risk Management
Policy wherein all material risks faced by the
Company are identified and assessed. The Company
has formed a Risk Management Committee which
defines the risk management approach of the
Company and includes collective identification
of risks impacting the Company’s business their
process of identification, mitigation and optimisation
of such risks. The Risk Management Policy is
uploaded on the website of the Company and can

Details pertaining to energy conservation initiatives of the Company are as follows:

Usage of Inverter air
conditioners & LED
lights to optimize
power consumption

All the lighting systems in the company have been changed to 15W, 22W and
40W LED lights which reduces electricity consumption. Continuous monitoring
of floor areas after normal working hours and switching off lights. Gradual
transition to minimal paper-based processes, Periodic UPS and AC maintenance
to ensure efficient working of equipment. All machinery and equipment are
being continuously serviced, updated and overhauled to maintain them in good
and energy efficient condition.

Cost of energy consumed by your Company forms an insignificant portion of the
total costs and the financial impact of these measures is not material.

Steps taken by the
company for utilising
alternate sources of
energy

The Company has set up a 10KW solar power system at the Corporate Office,
which has been operational since August 2024. During the reporting period, the
system generated an average of 50 units per day, indicating a daily utilization of
5KW-reflecting 50% output against installed capacity. This initiative aligns with
the Company’s sustainability goals and commitment to clean energy adoption.
The solar installation has contributed to reducing dependency on grid electricity,
resulting in notable cost savings on monthly energy bills. In addition to financial
benefits, the system supports our efforts to lower the carbon footprint of our
operations. The performance has been stable, with no major maintenance issues
reported during the period. The Company will continue to monitor performance
and explore opportunities for expanding renewable energy use across other
locations.

Capital Investment on The capital investment on energy conservation equipment was not material
Energy Conservation during the financial year ended March 31, 2025.

Equipment

be accessed through the following weblink: https://
cdn.shopifv.com/s/files/l/0598/8158/6848/files/RISK
MANAGEMENT POLICY c690b527-eb31-4eee-b5f8-
7ca3f0b64377.pdf?v=1738566100.

Internal Control Systems

The Company is committed to maintaining the
highest standards of internal controls. We have
deployed controls through appropriate policies,
procedures and implemented a robust Internal
Financial Control system that encompasses the
following:

- Key processes affecting the reliability of the
Company's financial reporting together with the
required controls

- Periodic testing of controls to check their
operational effectiveness

- Prompt implementation of remedial action
plans arising out of tests conducted

- Regular follow-up of these action plans by senior
management

In addition, the Internal Auditor performs periodic
audits in accordance with the pre-approved plan.
They report on the adequacy and effectiveness
of the internal control systems and provide
recommendations for improvements.

Audit findings along with management response are
shared with the Audit Committee. Status of action

plans are also presented to the Audit Committee
which reviews the steps taken by the management
to ensure that there are adequate controls in design
and operation.

The Certificate provided by Chief Executive Officer
and Chief Financial Officer in the Certification Section
of the Annual Report discusses the adequacy of the
internal control systems and procedures.

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

As required by the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, the relevant data
pertaining to conservation of energy, technology
absorption and foreign exchange earnings and
outgo is given as below:

A. Energy conservation measures taken:

The Company has always been on the lookout
for energy efficient measures of operation and
values energy conservation through efficient
utilization of the latest technologies. Efforts
have been made to ensure optimal usage of
energy, avoid wastage and conserve energy. As
an ongoing process the Company continues
to undertake energy conservation measures to
minimize the usage of energy. Below are some
of our conscious efforts in energy conservation:

B. Technology Absorption:

There is no material action on technology
absorption under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules, 2014.

C. Expenditure incurred on Research &
Development: NIL

D. The foreign exchange earnings and outgo
during the reporting period is as under:

FOREIGN EXCHANGE
EARNINGS AND OUTGO

(in ' lakhs)

Foreign exchange inflows

20.12

Foreign exchange outflows

9113.94

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s CSR Policy statement and annual
report on the CSR activities undertaken during the
financial year ended March 31,2025, in accordance with
Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014
are annexed to this report as Annexure II. The policy
on Corporate Social Responsibility is available on the
Company’s website at:
https://cdn.shopify.com/s/
files/1/0598/8158/6848/files/CORPORATE SOCIAL
RESPONSIBILITY POLICY 022afe7c-4138-4be3-
bcbe-7f793c731186.pdf?v=1733556140.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to
Regulate, Monitor and Report Trading by Insiders
including Specified Persons and Designated Persons,
in accordance with the requirements of Securities
and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to
time.

Ms. Gayathri Kethar, Company Secretary is the
Compliance Officer for monitoring adherence to
the said Regulations. The Code is displayed on the
Company’s website at
https://cdn.shopify.com/s/
files/1 /0598/8158/6848/files/INSIDER TRADING
POLICY 6637b578-0ff8-4a72-a7d9-1e30258c6119.
pdf?v=1738566100.

CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY

There were no material changes which have
occurred between the end of the financial year of the
company to which the financial statements relate

and the date of the report affecting financial position
of the Company.

MATERIAL ORDERS OF REGULATORS/COURTS/
TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in
the future.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. Kfin Technologies Limited is the Registrar and
Share Transfer Agent of the company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

Three (3) employees are in receipt of remuneration of
not less than ' 1,02,00,000/- (Rupees One crore and
two Lakhs) who is employed throughout the year. No
such employee was employed for part of the year.

Disclosures concerning the remuneration of
Directors, KMPs and Employees as per Section
197(12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of
the Report as Annexure III.

However, as per the provisions of Section 136 of
the Companies Act, 2013, the Annual Report is
being sent to the Members and others entitled
thereto, excluding the information on employees’
remuneration particulars as required under Rule
5 (2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, the disclosure is available for inspection by the
Members at the Registered Office of your Company
during business hours on all working days of the
Company up to the date of the ensuing AGM. Any
Member interested in obtaining a copy thereof, may
write an email to
companvsecretarv@gocolors.com.

The Directors affirm that the remuneration is as per
the remuneration policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
the year under review, as stipulated under Regulation
34 of the SEBI (Listing Obligations and Disclosures
Requirements), Regulations, 2015 is presented in a
separate section forming part of the Annual Report
of the Company.

DETAILS OF ONE-TIME SETTLEMENT WITH BANK

Not applicable.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the
Management Discussion & Analysis Report
describing the Company’s objectives, expectations
or forecasts may be forward-looking within the
meaning of applicable laws and regulations. Actual
results may differ from those expressed in the
statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their gratitude and
appreciation to all the employees of the Company
posted at all its locations for their tremendous
personal efforts as well as collective dedication and
contribution to the Company’s performance.

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by
the Practising Company Secretary of the Company
regarding compliance of the conditions of Corporate
Governance as stipulated in Part C of Schedule
V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are provided in a
separate section and forms part of the Annual Report
of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A Business Responsibility and Sustainability
Report as per Regulation 34(2)(f) of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
detailing the various initiatives taken by the Company
on the Environmental, Social and Governance front
forms an integral part of this report.

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

The Company has in place a Prevention of Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy.

During the year under review, the Company has not
received any complaints on sexual harassment.

Particulars

No. of
complaints

Number of complaints pending in
the beginning of the financial year

Nil

Number of complaints filed during
the financial year

Nil

Number of complaints disposed of
during the financial year

Nil

Number of cases pending for more
than ninety days.

Nil

Number of complaints pending as on
end of the financial year

Nil

STATEMENT ON COMPLIANCE WITH THE
MATERNITY BENEFIT ACT, 1961

The Company confirms compliance with all
applicable provisions of the Maternity Benefit Act,
1961. Necessary policies and support systems are in

place to ensure the welfare of women employees,
and no instances of non-compliance were reported
during the year.

VIGIL MECHANISM

The Company has formulated a Vigil Mechanism
and Whistle Blower Policy intending to provide a
mechanism for employees to report violations. It also
assures them of the process that will be observed
to address the reported violation. The Policy
also lays down the procedures to be followed for
tracking complaints, giving feedback, conducting
investigations and taking disciplinary actions. It also
provides assurances and guidelines on confidentiality
of the reporting process and protection from reprisal
to complainants.

Any incident that is reported is investigated and
suitable action is taken in line with the Policy.

The Whistle Blower Policy of the Company is
posted on the website of the Company and can be
accessed at the weblink:
https://cdn.shopify.com/s/
files/1 /0598/8158/6848/files/VIGIL MECHANISM
POLICY 430ba70d-4385-4e86-b407-aa16b8610e2b.
pdf?v=1657891554.

The Company had not received any complaint under
the Whistle Blower Policy during the year under
review.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company
at
https://cdn.shopifv.com/s/files/l/0598/8158/6848/
files/FORM MGT-7 FY24-25.pdf?v=1753178803.

LISTING FEES

The listing fees to BSE and NSE for FY 2024-25 was
duly paid.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial
Standards, i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors’ and ‘General Meetings’,
respectively, have been duly followed by the
Company.

PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE

Not applicable.

The Directors would also like to thank the
Shareholders, Customers, Dealers, Suppliers,
Bankers, Government and all other Business
Associates, Consultants and Stakeholders for their
continued support extended to the Company and
the Management.

On behalf of the Board of Directors
For
Go Fashion (India) Limited

Mr. Prakash Kumar Mr. Gautam Saraogi

Saraogi

Managing Director Executive Director & CEO

DIN:00496255 DIN:03209296

Place: Chennai
Date: August 01, 2025