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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   ` 252.85   Open: 288.50   Today's Range 250.00
288.50
-11.30 ( -4.47 %) Prev Close: 264.15 52 Week Range 237.25
690.35
Year End :2026-03 

The Directors take pleasure in presenting the 16th 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, 2026.

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, 2026 are tabulated below:

(Amount H in Lakhs)

Particulars

Year ended
March 31, 2026

Year ended
March 31, 2025

Revenue from operations

83,800.94

84,816.73

Less: Expenses

60,089.95

58,020.89

EBITDA

23,710.99

26,795.84

Less:

Finance Cost

4,936.69

4,635.13

Depreciation

13,466.73

12,369.42

Add:

Other income

2,595.97

2539.15

Profit before Tax

7,903.53

12,330.44

Less: Tax expenses (including deferred Tax)

1,985.91

2,980.57

Profit after Tax

5,917.62

9,349.87

Add: Total Other Comprehensive (loss)/Income

6.28

2.11

Total Comprehensive Income for the year

5,911.34

9,347.76


Overview of Company's Financial
Performance

During FY 2025-26, the Company operated in
an environment characterised by moderated
discretionary consumer spending, even as the long¬
term fundamentals of the organised apparel retail
sector remained favourable. Against this backdrop, the
Company continued to execute its strategic priorities
of strengthening its retail network, enhancing omni¬
channel capabilities, expanding its product portfolio
and investing in technology and operational excellence
to support sustainable long-term growth.

Revenue from operations for the year stood at
H83,800.94 lakhs, as compared to H84,816.73 lakhs in
the previous financial year, reflecting a marginal decline
of 1.20%. While consumer demand remained relatively
subdued during certain periods of the year, the Company
continued to strengthen its market presence through
disciplined store expansion, improved customer
engagement and focused merchandising initiatives.

The Company recorded sales of 136.13 lakh pieces
during FY 2025-26 as against 145.18 lakh pieces in the
previous financial year, representing a decline of 6.23%.
The moderation in sales volume reflects a cautious
demand environment across discretionary apparel
categories. Nevertheless, the Company continued
to leverage its differentiated category leadership in
women's bottom wear, extensive product portfolio,
omni-channel presence and data-driven merchandising
capabilities to enhance customer reach and improve
conversion across channels.

EBITDA for the year stood at H23,710.99 lakhs, compared
with H26,795.84 lakhs in the previous financial year,
registering a decline of 11.51%. The reduction in EBITDA
was primarily attributable to lower operating leverage
arising from moderated sales volumes, together with

continued investments in retail expansion, technology,
supply chain capabilities and brand-building initiatives.
These investments are aligned with the Company's
long-term strategy of strengthening its competitive
positioning and supporting scalable growth.

Profit After Tax (PAT) for FY 2025-26 stood at
H5,917.62 lakhs, compared to H9,349.87 lakhs in the
previous financial year, reflecting a decline of 36.71%.
The decrease in profitability was driven by lower
operating performance, higher depreciation and
finance costs associated with the Company's ongoing
expansion and investments in business capabilities.
Despite the moderation in earnings during the year,
the Company remains financially strong, supported by
a scalable business model, prudent capital allocation,
robust governance framework and continued focus on
operational efficiencies. Going forward, the Company
remains well positioned to capitalise on the long-term
growth opportunities in India's organised apparel
retail market through disciplined execution, category
expansion and sustained investments in customer
experience and digital capabilities.

Introducing Multi-Category Offering

The Company has commenced a pilot initiative to
expand its product portfolio beyond its core women's
bottom wear category by introducing select women's
top wear and men's apparel under the Go Colors brand.
The expanded range includes everyday essentials such
as kurtis, shirts and dresses for women, along with a
curated selection of polo shirts, chinos, lounge pants
and casual shirts for men.

The pilot has been introduced in select larger-format
stores to evaluate customer response and optimise the
merchandise mix before any wider rollout. Consistent
with the Company's philosophy, the new categories
focus on functional, timeless and value-driven apparel
designed for everyday wear. This strategic initiative
represents an important milestone in the Company's
journey towards strengthening its position as a
comprehensive everyday fashion brand while creating
additional avenues for long-term growth.

Dividend

The Board of Directors does not recommend any
dividend for the financial year 2025-26.

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

Appropriations to general reserves for the financial
year ended March 31, 2026, as per standalone financial
statements were:

Particulars

Standalone
(J In lakhs)

Net profit for the year

5,917.62

Balance of Reserves at the

64,336.52

beginning of the year

Balance of Reserves at the end of

63,769.86

the year

For complete details on movement in Reserves and
Surplus during the financial year ended March 31,2026,
please refer to the Statement of Changes in Equity
included in the Standalone financial statements on page
no. 180 of this Annual Report.

Change in Nature of Business

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

Share Capital

The paid-up equity share capital of the Company as
on March 31, 2026 is H52,59,59,840 comprising of
5,25,95,984 equity shares of H10/- each.

The Authorized Share Capital of the Company is
H105,00,00,000 (Rupees One Hundred and Five Crores
only) comprising of 10,50,00,000 (Ten Crores Fifty Lakhs
only) equity shares of face value of H10/- 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.

Buyback

The Company bought back 14,13,000 equity shares at a
price of H460 per equity share. The Buyback Offer Size
was 9.44% of the aggregate of the total paid-up share
capital and free reserves of the Company based on the
latest audited financial statements of the Company
as at March 31, 2025. As per Regulation 4(i) of the
Buyback Regulations, the Buyback Offer Size was within
the statutory limit of 25% of the aggregate of the fully
paid-up capital and free reserves of the Company as
on March 31, 2025. The buy-back was made from all
existing shareholders of the Company as on February
09, 2026, being the record date for the purpose, on
a proportionate basis under the tender offer route
in accordance with the provisions of the Securities
and Exchange Board of India (Buy-back of Securities)
Regulations, 2018 and the Companies Act, 2013 and
rules made thereunder.

The settlement of bids and payment of buyback
consideration was made on February 27, 2026 and the
shares were extinguished on March 09, 2026.

The Shareholders' payout with respect to buyback
including tax on buyback (excluding transaction costs,
other incidental and related expenses) aggregated to
H64.99 crores.

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] A1

Reaffirmed

Short Term Rating

[ICRA] A

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

Executive Director &
Managing Director

3.

Mr.Gautam Saraogi

Executive Director
&Chief Executive Officer

4.

Mr.Vinod Kumar Saraogi

Non- Executive Non¬
Independent Director

5.

Ms.Rohini Manian

Independent Director

6.

Mr.Dinesh Madanlal
Gupta

Independent Director

7.

Ms. Sakshi Vijay Chopra*

Independent Director

8.

Mr.R.Mohan

Chief Financial Officer

9.

Ms.Gayathri Kethar

Company Secretary &
Compliance Officer

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, all the Independent
Directors possess the requisite expertise, experience
and proficiency, 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, 2026 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. Vinod Kumar Saraogi, Non¬
Executive Non-Independent 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 as
Annexure I.

Appointment of Directors

Ms.Sakshi Vijay Chopra (DIN: 07129633) was appointed
as an Independent Director on the Board of the
Company pursuant to the provisions of Section 152 of
the Companies Act 2013 with effect from November 17,

2025, to hold office for a term of five years commencing
from November 17, 2025 to November 17, 2030, through
Postal Ballot for which the results were declared on
December 19, 2025.

Board and Committee Meetings

The Board of Directors met Four (4) times during the
financial year 2025-26. 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.shopify.com/s/files/1 /0598/81 58/6848/files/
FAMILIARISATION 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-
f225-41 b0-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 2025-26.

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, 2026 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, 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. 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.

(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 LLP,
Chartered Accountants (FRN:007321S) was
appointed by the Board of Directors to conduct
internal audit of the Company for the financial year
2025-26.

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, 2013,
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 2025-26 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 be accessed through the following weblink:
https://cdn.shopify.com/s/files/1/0598/8158/6848/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:

Usage of

During the year, the Company strengthened its energy conservation initiatives by

Inverter air

equipping approximately 80 new retail stores with energy-efficient LED lighting systems

conditioners

and inverter air conditioners to optimise power consumption. Energy-efficient signages

& LED lights to

and digital displays were deployed across stores, while occupancy sensors were introduced

optimize power

in trial rooms to minimise unnecessary electricity usage. Motion sensor lighting has also

consumption

been installed in washrooms at the corporate office. The Company periodically monitors
electricity consumption across its operations and undertakes preventive maintenance and
servicing of air conditioning systems and other electrical equipment to ensure optimal
performance and energy efficiency. Employee awareness programmes are also conducted
to encourage responsible energy usage and conservation practices. Cost of energy
consumed by the Company continues to form an insignificant portion of the total operating
cost and, accordingly, the financial impact of these initiatives is not material.

Steps taken by
the company
for utilising
alternate
sources of
energy

The Company's 10 KW rooftop solar power system installed at its Corporate Office continues
to remain operational and contributes towards reducing dependence on conventional
grid power. The Company continues to monitor the performance of the solar installation
and evaluate opportunities for increasing the use of renewable and alternate sources of
energy at other locations, wherever commercially viable and operationally feasible.

Capital
investment
on energy
conservation
equipment

Capital investment on energy conservation equipment during the financial year was not
material.

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

Foreign exchange inflows

58.20

Foreign exchange outflows

10,672.23

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, 2026, 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-a7d9-1 e30258c6119.
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)

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 H1,02,00,000/- (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
the 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
companysecretary@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.

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
WHISTLE BLOWER POLICY.pdf?v=1733556140

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://gocolors.com/form mgt-7 fy26

Listing fees

The listing fees to BSE and NSE for FY 2025-26 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.

Details of one-time settlement with Bank

Not applicable.

Cautionary Statement

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.

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 Saraogi Mr. Gautam Saraogi

Managing Director Executive Director & CEO

DIN:00496255 DIN:03209296

Place: Chennai
Date: July 30, 2026