Directors Report of Go Fashion (India) Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the 15^th Annual Report on the business and operations of Go Fashion
(India) Limited ("the Companyâ) 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 Companyâs 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 COMPANYâS 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 Regulationsâ),
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
Dubaiâs 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 womenâs 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 5^th 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 Companyâs
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 NonÂ¬ Independent Director
5.	Mr.Vinod Kumar Saraogi**	Non- Executive NonÂ¬ 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 (âAGMâ) 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 shareholdersâ 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.

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 âCorporate Governance Reportâ 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 Boardâs 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 armâs 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 14^thAnnual General Meeting till the conclusion of the
19^th 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 Auditorsâ 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,
(Firmâs Registration No. P2022TN093500), as the
Secretarial Auditor of the Company, for a period
of five years (First Term) from the conclusion
of this 15^th Annual General Meeting till the
conclusion of the 20^th 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.

DIRECTORSâ 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:

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

â¢ 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;

â¢ 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;

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

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

â¢ 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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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
Companyâs 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
Companyâs 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 Companyâs 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 employeesâ
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 [email protected].

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 Boardâs Report and the
Management Discussion & Analysis Report
describing the Companyâs 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 Companyâs 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 âMeetings
of the Board of Directorsâ and âGeneral Meetingsâ,
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

Mar 31, 2024

The Directors take pleasure in presenting the 14^th Annual Report on the business and operations of Go Fashion (India) Limited ("the Companyâ) together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIALS

The key highlights of the financial results of the Company for the financial year ended March 31, 2024 in comparison with the previous financial year ended March 31, 2023 are summarised below:

( Rs. In Lakhs)
Particulars	Year ended	Year ended
	March 31, 2024	March 31, 2023
Revenue from operations	76,282.80	66,527.95
Less: Expenses	52,039.19	45,299.36
EBITDA	24,243.61	21,228.59
Less:
Finance Cost	3,913.26	2,846.15
Depreciation	11,037.76	8,705.31
Add:
Other income	1,729.96	1,191.48
Profit before Tax	11,022.55	10,868.61
Less: Tax expenses (including deferred Tax)	2,744.94	2,588.79
Profit after Tax	8,277.61	8,279.82
Add: Total Other Comprehensive (loss)/lncome	67.13	(92.09)
Total Comprehensive Income for the year	8,344.74	8,187.73

CHANGE IN NATURE OF BUSINESS

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

UTILISATION OF IPO PROCEEDS

The Company had appointed ICICI Bank Limited as the Monitoring agency in accordance with Regulation 41(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (hereinafter referred as "SEBI ICDR Regulationsâ) to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency and filed the same with both stock exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the initial public offering shall be utilized as per objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds of '' 1250 Lakhs, the Company, during the current financial year, has fully utilized the funds as per the below mentioned table:

('' in Lakhs)
Sl. No	Item Head	Amount to be utilized	Amount utilised as on March 31, 2024	Total unutilised Amount as on March 31, 2024
1	Funding Roll out of new EBOs	3373.40	3373.40	0
2	Working capital	6139.80	6139.80	0
3	General Corporate Purposes	2391.40	2391.40	0
	Total*	11904.63	11904.63	0
*net of IPO related expenses

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	Upgraded from CRISIL A/Stable
Short Term Rating	CRISIL A1	Upgraded from CRISIL A1
Ratings of ICRA
Facilities	Ratings	Rating Action
Long Term Rating	[ICRA] A ''	Upgraded from ICRA A Stable
Short Term Rating	[ICRA] A1 ''	ICRA A1

OVERVIEW OF COMPANYâS FINANCIALPERFORMANCE

â¢ Revenue from Operations of the Company stood at '' 76,282.80 Lakhs as against '' 66,527.95 Lakhs for the previous year, registering a growth of 14.66% in the revenue.

â¢ Sales volume of the Company stood at 132.71 Lakhs pieces as against 120.69 Lakhs pieces for the previous year, registering a growth of 9.96 % in the Sales Volume.

â¢ EBITDA of the Company stood at '' 24,243.61 Lakhs as against '' 21,228.59 Lakhs for the previous year, registering a growth of 14.88 % in EBITDA.

â¢ Profit after Tax(PAT) of the Company stood at '' 8,277.61 Lakhs as against profit of '' 8,279.82 Lakhs for the previous year, registering a dip of 0.03% in PAT.

DIVIDEND

The Board of Directors does not recommend any dividend for the financial year 2023-24.

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 Regulationsâ), 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 f2a2be63-1374-403b-a336-10749df845c5.pdf?v=1657891554

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the reserves for the financial year 2023-24.

There has been no deviation in the utilisation of the IPO proceeds of the Company. The Monitoring Agency Reportsâ are available at the Companyâs website at https://cdn.shopify.com/s/ files/1/0598/8158/6848/files/MONITORING AGENCY REPORT Q1.pdf?v=1690967876

Further, the details of utilisation of Net IPO Proceeds for the year ended March 31, 2024 has been provided in notes to the accounts.

SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2024 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.

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.

The Companyâs 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. Rahul Saraogi	Non- Executive NonIndependent Director
5.	Ms. Rohini Manian	Independent Director
6.	Mr. Dinesh Madanlal Gupta	Independent Director
7.	Mr. R.Mohan	Chief Financial Officer
8.	Ms. V. Gayathri	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

The details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

> Mr. Ravi Shankar Venkataraman Ganapathy Agraharam (DIN: 02604007), tendered

his resignation as a Non-Executive-NonIndependent Director of the Company (Nominee Director of Sequoia Capital India Investments IV) on June 12, 2023. The Board took his resignation on record at the Board Meeting held on August 31, 2023 and placed on record its appreciation for the valuable services rendered by Mr. Ravi Shankar Venkataraman Ganapathy Agraharam during his tenure as a Non-Executive-NonIndependent Director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

In terms of the regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors maintained by Indian Institute of Corporate Affairs (âIICAâ). Accordingly, Independent Directors of the Company have registered themselves with the 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 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 22, 2024 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.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provision of section 152 of the Companies Act, 2013, Mr. Gautam Saraogi, Executive Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting (âAGMâ) 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 shareholdersâ approval to his re-appointment as Director is included in the Notice of the AGM.

BOARD AND COMMITTEE MEETINGS

The Board of Directors met Four (4) times during the financial year 2023-24. 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;

f) IPO 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 âCorporate Governance Reportâ 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 Boardâs 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

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/1/0598/8158/6848/ 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 armâs 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/l/0598/8158/6848/files/RELATED PARTY TRANSACTIONS POLICY 0e38f2fa-659c-4719-b2bc-ccd1f0d43a18.pdf?v=1657891554

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 2023-24.

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. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W), the Statutory Auditors of the Company shall hold office from the conclusion of the 10^th Annual General Meeting till the conclusion of the 14^th 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 Auditorsâ Report(s) to the Members of the Company in respect of the Financial Statements for the Financial Year ended March 31, 2024 form part of this Annual Report and does not contain any qualification(s), remarks or adverse observations.

The tenure of Statutory Auditors M/s. Deloitte Haskins & Sells LLP, Chartered Accountants expires at the ensuing AGM. As per the recommendation of the Audit Committee and the Board of Directors, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, Firm Registration No. 012754N/ N500016 are proposed to be appointed as the Statutory Auditors of the Company in place of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI) Firm Registration No 117366W/W-100018 , Retiring Auditors, subject to approval of Members at the AGM.

M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants have confirmed their eligibility under Section 139 and 141 of the Act and the rules framed there under for appointment as Statutory Auditors of the Company. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

(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.

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, R. Sridharan & Associates, Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2023-24 . The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure III.

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, Chartered Accountants (FRN:007321S) was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2023-24.

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.

DIRECTORSâ 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:

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

â¢ 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 2023-24 and of the profit for that period;

â¢ 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;

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

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

â¢ 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 Companyâs 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 Companyâs 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 d32dc83b-a4f9-422e-a4f8-46973ad67d81.pdf?v=1657891554

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 Companyâs 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:

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 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.

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 Rupees Lakhs)
Foreign exchange inflows	NIL
Foreign exchange outflows	9431.70

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companyâs CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, 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 I. The policy on Corporate Social Responsibility

is available on the Companyâs website at: https:// cdn.shopify.com/s/files/l/0598/8158/6848/files/ CORPORATE SOCIAL RESPONSIBILITY POLICY f1347889-b54d-4ea7-aedc-21483bc44f6e. pdf?v=1657891554

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. V. Gayathri, Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companyâs website at https://cdn.shopify.com/s/ files/1 /0598/8158/6848/files/INSIDER TRADING POLICY 6cff27da-cd9b-4476-b763-d76b8647946a. pdf?v=1657891554

MATERIAL 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 Companyâs 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

Two (2) employees are in receipt of remuneration of not less than '' 1,02,00,000/- (Rupees One Crores 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 II.

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 employeesâ 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 [email protected]

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 Secretarial Auditors 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.

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.eom/s/ files/l/0598/8158/6848/files/VICIL MECHANISM POLICY 430ba70d-4385-4e86-b407-aal6b8610e2b. 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.shopify.com/s/files/l/0598/8158/6848/ files/FORM MGT-7 FY23-24.pdf?v=1717240746

LISTING FEES

The listing fees to BSE and NSE for FY 2023-24 was duly paid.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, 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

Statements in the Boardâs Report and the Management Discussion & Analysis Report describing the Companyâs 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 Companyâs 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: June 28, 2024

Mar 31, 2023

The Directors take pleasure in presenting the 13th 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 31st March 2023.

Financials

The key highlights of the financial results of the Company for the financial year ended 31st March 2023 in comparison with the previous financial year ended 31st March 2022 are summarised below:

(Rs. In Lakhs)
Particulars	Year ended	Year ended
	31st March 2023	31st March 2022
Revenue from operations	66,527.95	40,131.25
Less: Expenses	45,299.36	28,229.71
EBITDA	21,228.59	11,901.54
Less:
Finance Cost	2,846.15	2,332.67
Depreciation	8,705.31	6,860.67
Add:
Other income	1,191.48	2,079.44
Profit before Tax	10,868.61	4,787.64
Less: Tax expenses
(including deferred Tax)
	2,588.79	1,227.56
Profit after Tax	8,279.82	3,560.08
Add: Total Other Comprehensive (loss)/Income	(92.09)	17.62
Total Comprehensive Income for the year	8,187.73	3,577.70

Overview of Company''s Financial Performance

â¢ Revenue from Operations of the Company stood at H66,527.95 lakhs as against H40131.25 lakhs for the previous year, registering a growth of 65.78% in the revenue.

â¢ Sales volume of the Company stood at 120.69 Lakhs pieces as against 81.57 lakhs pieces for the previous year, registering a growth of 47.96 % in the Sales Volume.

â¢ EBITDA of the Company stood at H21,228.59 lakhs as against H11,901.54 lakhs for the previous year, registering a growth of 78.37 % in EBITDA.

â¢ Profit after Tax(PAT) of the Company stood at H8279.82 lakhs as against profit of H3560.08 lakhs for the previous year, registering a growth of 132.57% in PAT.

Dividend

The Board of Directors does not recommend any dividend

for the financial year 2022-23.

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 f2a2be63-1374-403b-a336-10749df845c5.pdf?v=1657891554

Transfer to Reserves

The company does not propose to transfer any amount to the reserves for the financial year 2022-23.

Change in Nature of Business

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

Utilization of IPO Proceeds

The Company had appointed ICICI Bank Limited as the Monitoring agency in accordance with Regulation 41(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (hereinafter referred as "SEBI ICDR Regulations") to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency and filed the same with both stock exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the initial public offering shall be utilized as per objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds of H1250 Lakhs, the Company has utilized the funds as per the below mentioned table:

(H in Lakhs)
Sl. No	Item Head	Amount to be utilized	Amount utilized as on March 31, 2023	Total unutilized Amount as on March 31, 2023
1	Funding Roll out of new EBOs	3373.40	3176.64	196.76
2	Working capital	6139.80	6139.80	0
3	General Corporate Purposes	2391.43	2391.43	0
	Total*	11904.63	11707.87	196.76

*net of IPO related expenses

On finalisation of IPO issue expenses, the amount proposed to be utilised for General Corporate Purposes is revised to H2,391.43 lakhs, compared to the original amount of H2,364.00 lakhs, considering the savings in certain IPO issue expenses.

There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Reports'' are available at the Company''s website at https://cdn. shopify.com/s/files/1/0598/8158/6848/files/MONITORING AGENCY REPORT Q4 FY23.pdf?v=1683719361

Further, the details of utilisation of Net IPO Proceeds for the year ended 31st March 2023 has been provided in notes to the accounts.

Share Capital

The paid-up equity share capital of the Company as on 31st March 2023 is H54,00,89,840 comprising of 5,40,08,984 equity shares of H10/- each.

During the year under review, the Company has reclassified its Authorized Share Capital of H105,00,00,000/-(Rupees One Hundred and Five Crore only) comprising of 5,60,00,000 (Five Crores Sixty Lakhs only) equity shares of face value of H10/- each and 49,00,000 (Forty Nine Lakhs) compulsorily convertible Redeemable Preference Shares of H100/- each to 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 vide shareholders'' approval dated 12th September, 2022.

The company has not issued any shares including equity shares with differentialrights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

Credit Rating

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

Ratings of CRISIL
Facilities	Amount (H)	Ratings	Rating Action
Long Term Rating		CRISIL A/ Stable	Upgraded from CRISIL A-/Stable / Positive
Short Term Rating	H180 Crore	CRISIL A1	Upgraded from CRISIL A2
Total Facilities	H180 Crore		-

Ratings of ICRA
Facilities	Amount (H)	Ratings	Rating Action
Long Term Rating	H69 crores	ICRA A (Stable)	Upgraded from ICRA A
Short Term Rating	H156 crores	ICRA A1	Upgraded from ICRA A1
Total Facilities	H225 crores		-

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.

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.Rahul Saraogi	Non- Executive NonIndependent Director
5.	Ms.Rohini Manian	Independent Director
6.	Mr.Dinesh Madanlal Gupta	Independent Director
7.	Mr.Ravi Shankar	Non-Executive Non-
	Venkataraman Ganapathy	Independent Nominee
	Agraharam*	Director
8.	Mr.R.Mohan	Chief Financial Officer
9.	Ms.V.Gayathri	Company Secretary & Compliance Officer

*resigned w.e.f. 12th June 2023

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

The details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

â¢ During the FinancialYear ended 31st March, 2023, there was no change in the Composition of the Board of Directors.

â¢ Mr. Ravi Shankar Venkataraman Ganapathy Agraharam

(DIN: 02604007), Non-Executive-Non-Independent

Director of the Company (Nominee Director of Sequoia Capital India Investments IV), has resigned vide letter dated 12th June 2023 with effect from closure of business hours on 12th June, 2023. The Company is thankful for his contribution during his tenure as a director.

Declaration from Independent Directors

In terms of the regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors maintained by Indian Institute of Corporate Affairs ("IICA"). Accordingly, Independent Directors of the Company have registered themselves with the IICA for the said purpose.

Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the year on 24th March 2023 to review the performance of Non-Independent Directors and the Board as a whole, reviewed the performance ofthe 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.

Directors Retiring by Rotation

Pursuant to the provision of section 152 of the Companies Act, 2013, Mr. Rahul Saraogi, Non-Executive NonIndependent Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual GeneralMeeting ("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.

Board and Committee Meetings

The Board of Directors met Four (4) times during the financial year 2022-23. 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;

f) IPO 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 /0598/8158/6848/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 wellbeing, 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 TRANSACTIONS POLICY 0e38f2fa-659c-4719-b2bc-ccd1f0d43a18.pdf?v=1657891554

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 2022-23.

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 Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W), the Statutory Auditors of the company shall hold office from the conclusion of the 10th Annual General Meeting till the conclusion of the 14th Annual GeneralMeeting 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 31st March 2023 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.

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, R.Sridharan &Associates, Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2022-23 . The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure III.

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, ASA & Associates LLP, Chartered

Accountants was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2022-23.

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:

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

â¢ 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 2022-23 and of the profit for that period;

â¢ 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;

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

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

â¢ 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 d32dc83b-a4f9-422e-a4f8-46973ad67d81.pdf?v=1657891554

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.

The Certificate provided by Managing Director 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:

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.

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.

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 Rupees lakhs)
Foreign exchange inflows	NIL
Foreign exchange outflows	H9453.56 Lakhs

Corporate Social Responsibility (CSR)

The Company''s CSR Policy statement and annualreport on the CSR activities undertaken during the financial year ended 31st March 2023, 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 I. 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 POIICY f1347889-b54d-4ea7-aedc-21483bc44f6e.pdf?v=1657891554

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. V. Gayathri, 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 /0598/81 58/6848/files/ INSIDER TRADING POLICY 6cff27da-cd9b-4476-b763-d76b8647946a.pdf?v=1657891554

Material 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 (formerly Kfin Technologies Private Limited) is the Registrar and Share Transfer Agent of the company.

Remuneration of Directors and Employees

Two (2) 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 II.

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 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

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.

Vigil Mechanism

The Company has formulated a VigilMechanism 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 /0598/81 58/6848/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 https://cdn.shopify.com/s/ files/1/0598/8158/6848/files/FORM MGT-7 FY22-23. pdf?v=1689760022

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

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.

Mar 31, 2022

The Directors are pleased to present the 12^th 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, 2022.

FINANCIALS

The key highlights of the financial results of the Company for the financial year ended March 31,2022 in comparison with the previous financial year ended March 31, 2021 are summarised below:

(H In Lakhs)
Particulars	Year ended 31^st March,2022	Year ended 31^st March, 2021
Revenue from operations	40,131.25	25,066.85
Less: Expenses	28,229.71	20,431.97
EBITDA	11,901.54	4,634.88
Less:
Finance Cost	2,332.67	2,056.87
Depreciation	6,860.67	6,049.88
Add:
Other income	2,079.44	3,158.42
Profit before Tax	4,787.64	(313.45)
Less: Tax expenses (including deferred Tax)	1,227.56	40.40
Profit after Tax	3560.08	(353.85)
Add: Total Other Comprehensive Income	17.62	17.83
Total Comprehensive Income for the year	3,577.70	(336.02)

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Company has adopted the Dividend Distribution

Policy on 5^th February 2022, setting out the broad principles for guiding the Board and the Management in matters concerning declaration and distribution of dividend, which is available on the Company''s website at https://www.gocolors. com/investor-relations

RESERVES

The Company does not propose to transfer any amount to the Reserves for the FY 2021-2022.

CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

During the year under review, the Members at their Annual General Meeting dated July 01, 2021 had approved the resolution for conversion of the Company from Private Limited Company to Public limited Company and thereafter on July 12, 2021 a fresh certificate of incorporation was issued by the Registrar of Companies, Chennai.

INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

The Equity Shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) with effect from November 30, 2021 pursuant to Initial Public Issue ("IPO") of the Company by way of a Fresh Issue and an Offer for Sale.

The Directors are pleased to inform that, the Company completed the initial public offering of its equity shares ("IPO") of 14,689,983 Equity shares of H 10/- each comprising of a Fresh Issue of 1,811,594 Equity shares of H10/- each and Offer for Sale (OFS) of 12,878,389 Equity shares of H 10/-each by PKS Family Trust, VKS Family Trust, Sequoia Capital India Investments IV, India Advantage Fund S4I, Dynamic India Fund S4 US I.

As per the objects of the offer, the net proceeds of the fresh issue were to be utilised towards:-

(a) Funding roll out of 120 new EBOs;

(b) Funding Working Capital requirements; and

Post the issue, 52.79 % of the Equity Share Capital of the Company is held by the Promoter and Promoter Group.

UTILIZATION OF IPO PROCEEDS

The Company has appointed ICICI Bank Limited as the Monitoring agency in accordance with Regulation 41(2) of SEBI ICDR Regulations to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency and filed the same with both exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the initial Public offering shall be utilized as per objects of the offer as disclosed in the Prospectus of the Company.

Out of the IPO proceeds of H 12500 lakhs, the Company has utilized the funds as per the below mentioned table:
Sl. No	Item Head	Amount to be utilized	Amount utilized as on March 31, 2022	Total unutilized Amount as on March 31,2022
1	Roll out of 120 new EBOs	3373.40	272.34	3101.06
2	Working capital	6139.80	3028.09	3,111.71
3	General Corporate Purposes	2364.00	2364.00	0
	Total*	11877.20	5664.43	6212.77

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

â¦ Revenue from Operations of the Company stood at H 40,131.25 lakhs as against H 25,066.85 lakhs for the previous year, registering a growth of 60.10 % in the revenue.

â¦ Sales volume of the Company stood at 81.57 Lakhs pieces as against 60.88 lakhs pieces for the previous year, registering a growth of 34 % in the Sales Volume.

â¦ EBITDA of the Company stood at H 11,901.54 lakhs as against H 4,634.88 lakhs for the previous year, registering a growth of 157 % in EBITDA.

â¦ Profit after Tax(PAT) of the Company stood at H 3560.08 lakhs as against loss of H 353.85 lakhs for the previous year, registering a growth of 1106 % in PAT.

Impact of COVID-19 on Business:

Further to the outbreak of second wave of COVID 19 pandemic, government was constrained to resort to restrictive measures, such as strict lockdowns which were extended to the entire country during part of the financial year from April 2021 to June 2021. In view of these restrictive measures including lock-downs, our warehouse and offices

had been temporarily shut down, impacting the revenue and business operations of the Company. As a responsible corporate citizen with a deep sense of empathy, the Company had taken all measures to ensure that most of its employees were retained. The Company has taken every measure to ensure that all workers and staffs were paid wages and salaries well on-time, significantly mitigating the adverse impact of the pandemic on our workforce. We have implemented additional safety measures such as regular temperature checks, compulsory use of masks and hand sanitization.

With the government relaxing restrictive measures, the Company''s operations and sales partially resumed from July 2021. The Company''s effective and efficient Business Continuity Plans ensured that its teams adapted and responded well during the pandemic, delivering significant growth in the second half of the financial year. As a result, the Company delivered the highest ever revenues during the year. The Company''s cash flow situation continues to be healthy even during this pandemic year.

DIVIDEND

Keeping in view the future expansion plans, the Board of Directors does not recommend any dividend for Financial Year 2021-2022.

There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Reports'' are available at the Company''s website at https://www. gocolors.com/investor-relations

Further, the details of Utilisation of Net IPO Proceeds and proceeds from Pre IPO placement for the year ended March 31,2022 has been provided in notes to the Accounts.

SHARE CAPITAL

AUTHORIZED SHARE CAPITAL

The Members of the Company, in Extra-Ordinary General Meeting dated August 09, 2021 had approved the increase in Authorized Share Capitalof the Company from H 80,00,00,000/- (Rupees Eighty Crores only) to H

105,00,00,000/- (Rupees One Hundred and Five Crores only).

RECLASSIFICATION OF SHARE CAPITAL

1. The Members of their Extra General meeting dated August 09, 2021 had approved the resolution for

Reclassification of Authorized Share Capital: (i) Reclassification of 3,10,00,000 equity shares of H10 each,

49.00. 000 Series A compulsorily convertible cumulative preference shares of H100/- each and 24,00,000 Series B compulsorily convertible cumulative preference shares H100/- each into 5,60,00,000 equity shares of H10 each,

49.00. 000 Series A compulsorily convertible cumulative preference shares of H100/- each and 24,00,000 Series B compulsorily convertible cumulative preference shares H100/- each.

2. The Board of Directors at their Board Meeting held on August 10, 2022 has approved and recommended to the shareholders for Reclassification of existing

Authorized Share Capitalof the Company i.e., H

105.00. 00.000/- (Rupees One Hundred and Five Crores Only) comprising of 5,60,00,000 (Five Crores Sixty Lakhs only) equity shares of face value of H 10/- each and

49.00. 000 (Forty Nine Lakhs) Compulsorily Convertible Redeemable Preference Shares of H 100/- each, into to H

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 H 10/- each.

PAID UP SHARE CAPITAL

(a) Conversion of compulsorily convertible cumulative preference share ("CCCPS") to equity shares of the company

The Board, at their Meeting held on October 29, 2021, with the written consent from preference shareholders, had approved the resolution for:

The conversion of preference shares of the Company, including 24,99,615 Series A compulsorily convertible cumulative preference shares of H 100/- each and 23,99,860 Series B Compulsorily convertible cumulative preference share of H100/- each into 2,21,97,270 fully paid equity shares of face value of H10 each of the Company

(a) Pursuant to Initial Public Offering

Pursuant to the Initial Public Offering the company had allotted 14,689,983 Equity shares of H 10/- each on November 26, 2021.

Accordingly, the total paid-up share capital of the company as on the date of this report is H 540,089,840/-divided into 54,008,984 Equity shares of H 10/- each.

MEMORANDUM OF ASSOCIATION (MOA)

(a) In order to convert the company from private Limited to Public limited company, the Members at their Annual General Meeting dated July 01, 2021 had approved the alteration in Memorandum of Association of the company.

(b) In order to increase the Authorized share capital of the company, the Members at their Extra-ordinary General Meeting dated August 09, 2021 had approved the alteration in Memorandum of Association of the company

(c) In order to Reclassify the Authorized share capital of the company, the members at their Extra ordinary General Meeting dated August 09, 2021 had approved the alteration in Memorandum of Association of the company

ALTERATION OF ARTICLES OF ASSOCIATION (AOA)

(a) In order to convert the company from private Limited to Public Limited entity, The members at their Annual General Meeting dated July 01, 2021 had approved the alteration in Articles of Association of the company.

(b) In order to undertake the Initial Public Offering, the company was required to adopt a new set of Articles of Association. The Members at their Extra ordinary General Meeting dated August 09, 2021 had approved for the adoption of new set of Articles of Association.

CREDIT RATING

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

Ratings of CRISIL

Facilities	Amount (H Crore)	Ratings	Rating Action
Long Term Rating		CRISIL BBB /Stable	Upgraded from CRISIL BBB / Positive
Short Term Rating	H65 Crore	CRISIL A2	Reaffirmed
Total Facilities	H65 Crore	-	-
Ratings of ICRA
Facilities	Amount (H Crore)	Ratings	Rating Action
Long Term Rating	-	ICRA A-(stable)	new rating
Short Term Rating	H65 Crore	[ICRA] A2	new rating
Total Facilities	H65 Crore	-	-

HUMAN RESOURCES & EMPLOYEE RELATIONS

During the year under review, the Human Resources department of the Company focused on effective execution of plans through its qualified workforce. Understanding and responding to the trends shaping the future of work enabled us to create the best possible environment for our workforce. The Company had taken various initiatives for its employees during the COVID-19 pandemic. Some of the undertaken initiatives include ensuring safety and wellbeing of the employees, implementing work from home for staff based in office, restrictions on travel, provision of protective equipment for factory workers and changes in working practices to facilitate social distancing. The safety of those who continue to operate in our workplace as well as the mental and physical wellbeing of employees continues to be of paramount importance.

Employee Performance & Engagement

Reflecting the ambitions and needs of our employees, we have adopted a holistic approach to performance management, which includes providing regular meaningful feedback and recognition, while holding people accountable and promoting continuous development. This approach is directly linked to our compensation framework and promotion process. In addition, to ensure our employees'' financial, social, mental and physical wellbeing throughout all stages of their lives while employed at the Company, we offer a wide range of benefits.

By using internal platforms and survey tools, we can gauge our employees'' perception of their work environment and with our Total Performance approach, we have been providing a framework for regular conversations between managers and employees. The Company undertakes an open dialogue and feedback culture across the entire organization in order to promote employee and management relationship.

Employee Welfare and Policies

It is crucial for us to understand what motivates and engages our employees and how they perceive their work environment. Therefore, we encourage open and regular dialogue between

managers and their team members, conduct surveys and offer a framework which ensures they feel comfortable to speak up, raise concerns and are empowered to initiate improvements.

The Company has a comprehensive Human Resource (HR) policy framework, which includes maternity leave and flexible timings that help employees establish a work-life balance. There are several programmes conducted at the group level. Diversity and Inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity.

Employee and Leadership Development

The Company is committed to helping its employees develop the knowledge, skills and abilities needed for continued success, and encourages professional development throughout each employee''s career. Through a well-structured training process, the Company conducts training for the workforce which in turn helps the workforce to improve their efficiencies and capabilities. To ensure we develop future leaders in the Company, we provide a number of cross divisional programs to foster management and leadership skills. The purpose is to equip our people with the necessary qualities to lead the organization through change, develop their teams, manage performance and ensure business success in line with the Company''s strategy and our values and beliefs.

Employee Relations & Compliance

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. An Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

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 Nomination and Remuneration Policy is contained in the Corporate Governance Section of the Annual Report.

The Company''s management consist of the following Directors and Key Managerial Personnel:

The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details relating to directors and key managerial personnel who were appointed or have resigned are reported as under:

â¦ Mr. Sridhar Srinivasan (DIN: 00004272) was appointed as an Independent director of the Company for a term upto five consecutive years in the Board meeting held on July 22, 2021 who in the opinion of the Board possessed integrity, relevant expertise and experience.

â¦ Mr. Dinesh MadanlalGupta (DIN: 00126225) and Ms.Rohini Manian (DIN: 07284932) were appointed as an Independent Director in Board Meeting held on June 30, 2021who in the opinion of the Board possessed integrity, relevant expertise and experience.

â¦ Mr. Prakash Kumar Saraogi (DIN: 00496255) was appointed as Managing Director (Whole time Key Managerial Personnel) in the Board Meeting held on June 30, 2021 who in the opinion of the Board possessed integrity, relevant expertise and experience.

â¦ Mr. Gautam Saraogi (DIN: 03209296) was appointed as Chief Executive Officer in the Board Meeting held on June 30, 2021 who in the opinion of the Board possessed integrity, relevant expertise and experience.

Further, in terms of the recently introduced regulatory requirements, name of every Independent Director should be added in the online database of Independent Directors by Indian Institute of Corporate Affairs ("IICA"). Accordingly, Independent Directors of the Company have registered themselves with the IICA for the said purpose.

The Company has received a declaration from each of its Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Sr. No.	Name of the Director & KMP	Designation
1.	Mr.Sridhar Srinivasan	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 Director
5.	Mr.Ravi Shankar Ganapathy Agraharam Venkataraman	Non-Executive Nominee Director
6.	Ms.Rohini Manian	Independent Director
7.	Mr.Dinesh Madanlal Gupta	Independent Director
8.	Mr.R.Mohan	Chief Financial Officer
9.	Ms.Gayathri Venkatesan	Company Secretary & Cnmnlipnrp Offirpr

DIRECTORS RETIRING BY ROTATION

Mr.Prakash Kumar Saraogi, Managing Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing AnnualGeneralMeeting ("AGM") of the Company, has offered himself for re appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

DECLARATION FROM INDEPENDENT DIRECTORS

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 laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD AND COMMITTEE MEETINGS

The Board of Directors met Eleven (11) times during the financial year 2021-2022. The details of the meetings and the attendance of the Directors are mentioned in the Corporate Governance Report.

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee;

f) IPO Committee;

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 https://www.gocolors.com/ investor-relations

SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES

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

RELATED-PARTY TRANSACTIONS

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://www. gocolors.com/investor-relations

There were no material transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover entered into during the year as per the last audited financial statements).

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

No public deposits have been accepted by the Company during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees or investments made by the company during the financial Year March 31,2022.

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 Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W), the Statutory Auditors of the company shall hold office from the conclusion of the 10^th Annual General Meeting till the conclusion of the 14^th Annual General Meeting of the company at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

(b) Cost Auditors:

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.

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, Mr. R.Sridharan, Company Secretary R.Sridharan &Associates, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2021-22. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure III.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, ASA & Associates LLP, Chartered Accountants was appointed by the Board of Directors to conduct internal audit of the Company for the financial year 2021-2022.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS

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 Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

â¦ The Annual Accounts have been prepared in conformity with the applicable Accounting Standards and there are no material departures;

â¦ 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 2021-2022 and of the profit for that period;

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

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

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

â¦ The systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

RISK AND CONTROL

Through the Risk Management Committee, 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 web link: https://www.gocolors.com/investor-relations.

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.

The Certificate provided by CEO & CFO 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 continually takes steps to absorb and adopt the latest technologies and innovations in the Garment Industry. These initiatives should enable the facilities to become more efficient and productive as the company expands, thus helping to conserve energy. Our commitment to reduce energy consumption is achieved through installation of energy efficient fixtures, and power factor optimization initiatives among others. All machinery and equipment are being continuously serviced, updated and overhauled to maintain them in good and energy efficient condition. This has resulted in consumption of lesser energy. Conservation of Energy continues to receive increased emphasis at all units of the Company.

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 Rupees lakhs)
Foreign exchange inflows	NIL
Foreign exchange outflows	H4349.67 Lakhs

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March 2022, 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 I.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, 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.V.Gayathri, Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company''s website at https://www.gocolors.com/investor-relations

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

There were no material changes during the year affecting financial position of the Company.

MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS

No significant or materialorders 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 (formerly Kfin Technologies Private Limited) is the Registrar and Share Transfer Agent of the company.

They were appointed as the Registrar and Share Transfer Agent of the company with effect from April 16, 2019.

PARTICULARS OF EMPLOYEES

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

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 [email protected].

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 Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 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.

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 web link: https://www.gocolors.com/investor-relations

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

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 https://www.gocolors.com/ investor-relations

SECRETARIAL STANDARDS

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.

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