Dear Members,
The Directors take pleasure in presenting the 15th Annual
Report on the business and operations of Go Fashion (India) Limited ("the
Company”) together with the Audited Financial Statements for the financial year ended
March 31, 2025.
FINANCIALS
The financial statements of the Company have been prepared in
conformity with Indian Accounting Standards prescribed under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended (Ind AS) and
other accounting principles generally accepted in India. The Management evaluates all
recently issued or revised accounting standards on an ongoing basis. Key aspects of the
Company's financials for the fiscal year ended March 31, 2025 are tabulated below:
(Rs In Lakhs)
| Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Revenue from operations |
84,816.73 |
76,282.80 |
| Less: Expenses |
58,020.89 |
52,039.19 |
| EBITDA |
26,795.84 |
24,243.61 |
| Less: |
|
|
| Finance Cost |
4,635.13 |
3,913.26 |
| Depreciation |
12,369.42 |
11,037.76 |
| Add: |
|
|
| Other income |
2539.15 |
1,729.96 |
| Profit before Tax |
12,330.44 |
11,022.55 |
| Less: Tax expenses (including deferred Tax) |
2,980.57 |
2,744.94 |
| Profit after Tax |
9,349.87 |
8,277.61 |
| Add: Total Other Comprehensive (loss)/Income |
2.11 |
(67.13) |
| Total Comprehensive Income for the year |
9,347.76 |
8,344.74 |
OVERVIEW OF COMPANY'S FINANCIAL
PERFORMANCE
o Revenue from Operations of the Company stood at Rs 84,816.73 lakhs as
against Rs 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 Rs 26,795.84 lakhs as against Rs
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 Rs
9,349.87 lakhs as against profit of Rs 8,277.61 lakhs for the previous year, registering a
growth of 12.95% in PAT.
DIVIDEND
The Board of Directors does not recommend any dividend for the
financial year 2024-25.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred as "SEBI Listing Regulations”), the Board of the Company has adopted a
Dividend Distribution Policy, which can be accessed on the website of the company at
https://cdn.shopify.com/s/files/1/0598/8158/6848/files/DIVIDEND DISTRIBUTION POLICY
71b1c0c0-c8d3-460b-bf44- 6219fd8c7797.pdf?v=1738566100.
TRANSFER TO RESERVES
The company does not propose to transfer any amount to the reserves for
the financial year 2024-25.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of the business of the company in the
review period.
EXPANDING HORIZONS: LAUNCH OF GO COLORS STORE IN
DUBAI
The Company, in June 2025 marked a key milestone by opening its first
international Go Colors store in Dubai's Silicon Central Mall, in partnership with
the Apparel Group. This strategic expansion into the GCC region represents the beginning
of our global growth journey. The Dubai store brings our inclusive and versatile
women's bottomwear range to a dynamic international market, strengthening our brand
presence beyond India.
SHARE CAPITAL
The paid-up equity share capital of the Company as on March 31, 2025 is
Rs 54,00,89,840 comprising of 5,40,08,984 equity shares of '10/- each.
The Authorized Share Capital of the Company is Rs 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 Rs 10/- each. The company has not issued any shares
including equity shares with differential rights as to dividend, voting or otherwise. The
Company has not issued any sweat equity shares to its directors or employees.
SHIFTING OF REGISTERED OFFICE
During the year, the Company has shifted its Registered Office from
“ Sathak Center, No.4 5th Floor, Nungambakkam High Road, Chennai- 600 034
to No.43/20, Nungambakkam High Road, Chennai- 600 034.
CREDIT RATING
The details of credit ratings obtained from CRISIL are as under:
Ratings of CRISIL
| Facilities |
Ratings |
Rating Action |
| Long Term Rating |
CRISIL A+/Stable |
Reaffirmed |
| Short Term Rating |
CRISIL A1 + |
Reaffirmed |
Ratings of ICRA
| Facilities |
Ratings |
Rating Action |
| Long Term Rating |
[ICRA] A+ Stable ' |
Reaffirmed |
| Short Term Rating |
[ICRA] A1+ ' |
Reaffirmed |
DIRECTORS & KEY MANAGERIAL PERSONNEL
The appointment and remuneration of Directors are governed by the
Policy devised by the Nomination and Remuneration Committee of the Company. The detailed
terms of reference of Nomination and Remuneration Policy is contained in the Corporate
Governance Section of the Annual Report.
As on the date of this report, the Company's Management consists
of the following Directors and Key Managerial Personnel:
| Sr. No. |
Name of the Director & KMP |
Designation |
| 1. |
Mr.Srinivasan Sridhar |
Chairman & Independent Director |
| 2. |
Mr.Prakash Kumar Saraogi |
Managing Director |
| 3. |
Mr.Gautam Saraogi |
Executive Director &Chief Executive
Officer |
| 4. |
Mr.Rahul Saraogi* |
Non- Executive Non- Independent Director |
| 5. |
Mr.Vinod Kumar Saraogi** |
Non- Executive Non- Independent Director |
| 6. |
Mrs.Rohini Manian |
Independent Director |
| 7. |
Mr.Dinesh Madanlal Gupta |
Independent Director |
| 8. |
Mr.R.Mohan |
Chief Financial Officer |
| 9. |
Ms.Gayathri Kethar |
Company Secretary & Compliance Officer |
^resigned w.e.f. 01st August 2025
**Appointment w.e.f 01st August 2025
The constitution of the Board of the Company is in accordance with
Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.
DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors of the Company have registered themselves in
the online database of Independent Directors maintained by Indian Institute of Corporate
Affairs (IICA) for the said purpose.
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria
of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation
25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the
opinion of the Board, the Independent Directors possess the requisite expertise and
experience and they hold highest standards of integrity, and they fulfil the conditions
specified in the Act and the Rules made thereunder and are independent of the Management.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met during the year on
March 25, 2025 to review the performance of Non-Independent Directors and the Board as a
whole, reviewed the performance of the Chairperson of the Company and also assessed the
quality, quantity and timelines of flow of information between the Company management and
the Board without the presence of the Non-Independent Directors and members of the
Management. Details regarding the same is provided in the Corporate Governance Report
forming part of the Annual Report of the Company.
DIRECTORS RETIRING BY ROTATION
Pursuant to the provision of section 152 of the Companies Act, 2013,
Mr. Prakash Kumar Saraogi, Managing Director, is liable to retire by rotation and being
eligible for re-appointment at the ensuing Annual General Meeting (“AGM”) of the
Company, has offered himself for reappointment. His details as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standards on General Meetings issued by the Institute of Company Secretaries of India are
contained in the accompanying Notice convening the ensuing AGM of the Company. An
appropriate resolution seeking the shareholders' approval to his re-appointment as
Director is included in the Notice of the AGM.
APPOINTMENT OF DIRECTORS
Mr.Vinod Kumar Saraogi (DIN: 00496254) was appointed as an Additional
Director (Non-Executive Non-Independent) on the Board of the Company pursuant to the
provisions of Section 161 of the Companies Act 2013 with effect from August 01,2025, to
hold office up to the date of the ensuing Annual General Meeting of the Company and is
eligible for appointment as a Director of the Company.
RE-APPOINTMENT OF DIRECTORS
(i) Mr. Srinivasan Sridhar (DIN: 00004272) was appointed as an
Independent Director on the Board of the Company pursuant to the provisions of Section 149
of the Act read with Companies (Appointment and Qualification of
Directors) Rules, 2014. His first term of 5 (Five) years commenced on
July 22, 2021 and is due to expire on July 21, 2026.
Therefore, the Nomination and Remuneration Committee of the Board, on
the basis of the report of performance evaluation, has recommended the re-appointment of
Mr. Srinivasan Sridhar as an Independent Director for a second term of 5 years upto July
21, 2031 subject to approval of members at the ensuing annual general meeting.
(ii) Mr Dinesh Madanlal Gupta (DIN: 00126225) was appointed as an
Independent Director on the Board of the Company pursuant to the provisions of Section 149
of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014.
His first term of 5 (Five) years commenced on June 30, 2021 and is due to expire on June
29, 2026.
Therefore, the Nomination and Remuneration Committee of the Board, on
the basis of the report of performance evaluation, has recommended the re-appointment of
Mr Dinesh Madanlal Gupta as an Independent Director for a second term of 5 years upto June
29, 2031 subject to approval of members at the ensuing annual general meeting.
(iii) Mrs. Rohini Manian (DIN: 07284932) was appointed as an
Independent Director on the Board of the Company pursuant to the provisions of Section 149
of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014.
Her first term of 5 (Five) years commenced on June 30, 2021 and is due to expire on June
29, 2026.
Therefore, the Nomination and Remuneration Committee of the Board, on
the basis of the report of performance evaluation, has recommended the re-appointment of
Mrs. Rohini Manian as an Independent Director for a second term of 5 years upto June 29,
2031 subject to approval of members at the ensuing annual general meeting.
(iv) Mr. Prakash Kumar Saraogi (DIN: 00496255) was appointed as
Managing Director on the Board of the Company pursuant to the provisions of Section 196,
197, 203, Schedule V and any other applicable provisions of the Companies Act, 2013 read
with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification or re-enactment thereof) of the Act. His
current term of 5 (Five) years commenced on June 30, 2021 and is due to expire on June 29,
2026.
Therefore, the Nomination and Remuneration Committee of the Board, on
the basis of the report of performance evaluation, has recommended the re-appointment of
Mr. Prakash Kumar Saraogi as Managing Director for a second term of 5 years upto June 29,
2031 subject to approval of members at the ensuing annual general meeting.
(v) Mr.Gautam Saraogi (DIN: 03209296) was appointed as an Executive
Director on the Board of the Company pursuant to the provisions of Section 196, 197, 198
and 203, Schedule V and any other applicable provisions of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification or re-enactment thereof). His current term of 5
(Five) years commenced on November 17, 2020 and is due to expire on November 16, 2025.
Therefore, the Nomination and Remuneration Committee of the Board, on
the basis of the report of performance evaluation, has recommended the re-appointment of
Mr.Gautam Saraogi as an Executive Director for a second term of 5 years upto November 16,
2030 subject to approval of members at the ensuing annual general meeting.
RESIGNATION OF DIRECTOR
Mr.Rahul Saraogi resigned from the Directorship of the Company with
effect from close of business hours of August 01, 2025. The Board placed on record its
appreciation of the valuable contribution made by Mr. Rahul Saraogi during his tenure with
the Company.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met Five (5) times during the financial year
2024-25. The details of the meetings and the attendance of the Directors are mentioned in
the Corporate Governance Report.
The Board of Directors of the Company have formed various Committees,
as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance
practices, the terms of reference and the constitution of these Committees is in
compliance with the applicable laws. In order to ensure focused attention on business and
for better governance and accountability, the Board has constituted the following
Committees:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholders Relationship Committee;
d) Corporate Social Responsibility Committee;
e) Risk Management Committee;
The details with respect to the composition, terms of reference, number
of meetings held and business transacted by the aforesaid Committees are given in the
"Corporate Governance Report” of the Company which is presented in a separate
section and forms a part of the Annual Report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the
Annual Performance Evaluation of the Board, its Committees and of individual directors in
the format (questionnaire) prescribed by the Nomination and Remuneration Committee of the
Company.
The structured questionnaire covers various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance. The
performance evaluation of the Directors (without participation of the relevant Director)
was carried out by the entire Board. The Directors expressed their satisfaction with the
evaluation process.
FAMILIARISATION PROGRAMME
Pursuant to the SEBI Regulations, the Company has worked out a
Familiarisation Programme for the Independent Directors, with a view to familiarise them
with their role, rights and responsibilities in the Company, nature of Industry in which
the Company operates, business model of the Company etc. Through the Familiarisation
Programme, the Company apprises the Independent Directors about the business model,
corporate strategy, business plans, finance, human resources, technology, quality,
facilities, risk management strategy, governance policies and operations of the Company.
Details of Familiarisation Programme of Independent Directors with the Company are
available on the website of the company at
https://cdn.shopifv.eom/s/files/l/0598/8158/6848/ files/FAMILIARI SATIO N PROGRAMME FOR
INDEPENDENT DIRECTORS 8412e3e5-30c4-47c5- 8c01-28dcc7c0d795.pdf?v=1657891554.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company has a constant focus on attracting, developing and
retaining talent. We believe that our employees are our key strength, and their
development and well-being is crucial to sustain organizational success. The company is
constantly engaging in several initiatives to develop employees holistically to ensure
that we have competent employees in all areas of the business. We are implementing several
robust HR practices and processes to enhance employee experience and engagement to deliver
exemplary results. Some of these initiatives include structured talent management
processes, leadership development, competency development, employee engagement and
well-being, rewards and recognition, performance management and so on.
Right environment and resources are provided to ensure the employees
reach their maximum potential. Leadership development initiatives include providing the
necessary experience, exposure and education to ensure employee readiness to execute
critical roles and responsibilities. We have a robust induction and training process for
new talent, to ensure safety and quality standards are adhered to. All new employees are
required to go through detailed technical and behavioural trainings in their respective
domain areas to ensure productivity is achieved along with safety and quality.
SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURES
The Company does not have any Subsidiaries, Associates and Joint
ventures.
RELATED-PARTY TRANSACTIONS
All related party transactions that were entered during the financial
year were at arm's length basis and were in the ordinary course of business. There
was no materially significant related party transaction made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons, which may have
a potential conflict with the interest of the Company at large.
In accordance with the requirements of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) 2015, the Company has a Policy on
Related Party Transactions which can be viewed at https://cdn.shopify.com/s/ files/1
/0598/8158/6848/files/RELATED PARTY TRANSACTION POLICY c965eb59-f225-41b0-b6ba-
94b353620e45.pdf?v=1738566101.
There were no material transactions with related parties.
Accordingly, the disclosure of transactions entered into with related
parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule
8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.
Related party transactions pursuant to the SEBI (LODR) Regulations 2015
and the Companies Act, 2013 are provided in notes to the financial statements.
PUBLIC DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No Loans, Guarantees or Investments were made by the company during the
financial year 2024-25.
ACCOUNTING TREATMENT
The Accounting Treatment is in line with the applicable Indian
Accounting Standards (IND- AS) recommended by the Institute of Chartered Accountants of
India (ICAI) and prescribed by the Central Government.
AUDITORS
(a) Statutory Auditors:
In accordance with the provisions of section 139 of the Companies Act
2013 and the rules made thereunder M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/ N500016), the Statutory Auditors of the company shall hold
office from the conclusion of the 14th Annual General Meeting till the
conclusion of the 19th Annual General Meeting of the company at a remuneration
fixed by the Board of Directors of the Company in consultation with the Auditors, as
recommended by the Audit Committee. The Independent Auditors' Report(s) to the
Members of the Company in respect of the Financial Statements for the Financial Year ended
March 31, 2025 form part of this Annual Report and does not contain any qualification(s),
remarks or adverse observations.
(b) Cost Auditors:
The Company is not engaged in the business of production of goods or
providing of Services. Accordingly, the Company is not required to maintain cost records
as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors
have been appointed.
(c) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of SEBI Listing Regulations, M/s. R. Sridharan & Associates,
Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial
Audit of the Company for the FY 2024-25 . The report of the Secretarial Auditor in the
prescribed Form MR-3 is annexed to this report as Annexure IV. There are no
qualifications, reservations, adverse remarks or disclaimers given by the Secretarial
Auditors in their report.
The Audit Committee and the Board have evaluated and recommend the
appointment of M/s. Sridharan & Sridharan Associates, Peer Reviewed Practicing Company
Secretary, (Firm's Registration No. P2022TN093500), as the Secretarial Auditor of the
Company, for a period of five years (First Term) from the conclusion of this 15th
Annual General Meeting till the conclusion of the 20th Annual General Meeting
to be held in the financial year 2029- 2030 subject to the approval of the Shareholders.
(d) Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014, M/s.Mohan & Venkataraman, Chartered
Accountants (FRN:007321S) was appointed by the Board of Directors to conduct internal
audit of the Company for the financial year 2024-25.
INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors, Secretarial
Auditors, Internal Auditors have not reported any instances of fraud committed in the
Company by its officers or employees to the Audit Committee under Section 143(12) and Rule
13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2023, the Board of
Directors, to the best of its knowledge and ability, confirm that:
• The Annual Accounts have been prepared in conformity with the
applicable Accounting Standards and there is no material departure;
• They have selected such Accounting Policies and applied them
consistently, and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the affairs of the Company at the end of financial year
2024-25 and of the profit for that period;
• Proper and sufficient care has been taken and that adequate
accounting records have been maintained in accordance with the provisions of the Act for
safeguarding the assets of the Company and for prevention and detection of fraud and other
irregularities;
• The Annual Accounts have been prepared on a going concern basis;
• The internal financial controls laid down by the Company were
adequate and operating effectively; and
• The systems have been devised to ensure compliance with the
provisions of all applicable laws were adequate and operating effectively.
RISK AND CONTROL
Through the Risk Management Committee, the Board of Directors oversees
the Company's Risk Management.
Risk Management Policy
The Company has adopted a Risk Management Policy wherein all material
risks faced by the Company are identified and assessed. The Company has formed a Risk
Management Committee which defines the risk management approach of the Company and
includes collective identification of risks impacting the Company's business their
process of identification, mitigation and optimisation of such risks. The Risk Management
Policy is uploaded on the website of the Company and can 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:
Energy Conservation
Details pertaining to energy conservation initiatives of the Company
are as follows:
| Usage of Inverter air conditioners & LED
lights to optimize power consumption |
All the lighting systems in the company have
been changed to 15W, 22W and 40W LED lights which reduces electricity consumption.
Continuous monitoring of floor areas after normal working hours and switching off lights.
Gradual transition to minimal paper-based processes, Periodic UPS and AC maintenance to
ensure efficient working of equipment. All machinery and equipment are being continuously
serviced, updated and overhauled to maintain them in good and energy efficient condition.
Cost of energy consumed by your Company forms an insignificant portion of the total costs
and the financial impact of these measures is not material. |
| Steps taken by the company for utilising
alternate sources of energy |
The Company has set up a 10KW solar power
system at the Corporate Office, which has been operational since August 2024. During the
reporting period, the system generated an average of 50 units per day, indicating a daily
utilization of 5KW-reflecting 50% output against installed capacity. This initiative
aligns with the Company's sustainability goals and commitment to clean energy
adoption. The solar installation has contributed to reducing dependency on grid
electricity, resulting in notable cost savings on monthly energy bills. In addition to
financial benefits, the system supports our efforts to lower the carbon footprint of our
operations. The performance has been stable, with no major maintenance issues reported
during the period. The Company will continue to monitor performance and explore
opportunities for expanding renewable energy use across other locations. |
| Capital Investment on Energy Conservation
Equipment |
The capital investment on energy conservation
equipment was not material during the financial year ended March 31, 2025. |
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 Rs lakhs) |
| Foreign exchange inflows |
20.12 |
| Foreign exchange outflows |
9113.94 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's CSR Policy statement and annual report on the CSR
activities undertaken during the financial year ended March 31,2025, in accordance with
Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility
Policy) Rules, 2014 are annexed to this report as Annexure II. The policy on Corporate
Social Responsibility is available on the Company's website at:
https://cdn.shopify.com/s/ files/1/0598/8158/6848/files/CORPORATE SOCIAL RESPONSIBILITY
POLICY 022afe7c-4138-4be3- bcbe-7f793c731186.pdf?v=1733556140.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct to Regulate, Monitor and
Report Trading by Insiders including Specified Persons and Designated Persons, in
accordance with the requirements of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended from time to time.
Ms. Gayathri Kethar, Company Secretary is the Compliance Officer for
monitoring adherence to the said Regulations. The Code is displayed on the Company's
website at https://cdn.shopify.com/s/ files/1/0598/8158/6848/files/INSIDER TRADING POLICY
6637b578-0ff8-4a72-a7d9-1e30258c6119. pdf?v=1738566100.
CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes which have occurred between the end of
the financial year of the company to which the financial statements relate and the date of
the report affecting financial position of the Company.
MATERIAL ORDERS OF REGULATORS/COURTS/ TRIBUNALS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
the future.
SHARE REGISTRAR & TRANSFER AGENT (R&T)
M/s. Kfin Technologies Limited is the Registrar and Share Transfer
Agent of the company.
REMUNERATION OF DIRECTORS AND EMPLOYEES
Three (3) employees are in receipt of remuneration of not less than Rs
1,02,00,000/- (Rupees One crore and two Lakhs) who is employed throughout the year. No
such employee was employed for part of the year.
Disclosures concerning the remuneration of Directors, KMPs and
Employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of the Report as Annexure III.
However, as per the provisions of Section 136 of the Companies Act,
2013, the Annual Report is being sent to the Members and others entitled thereto,
excluding the information on employees' remuneration particulars as required under
Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the disclosure is available for inspection by the Members at the
Registered Office of your Company during business hours on all working days of the Company
up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may
write an email to companvsecretarv@gocolors.com.
The Directors affirm that the remuneration is as per the remuneration
policy of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures
Requirements), Regulations, 2015 is presented in a separate section forming part of the
Annual Report of the Company.
CORPORATE GOVERNANCE
Report on Corporate Governance and Certificate by the Practising
Company Secretary of the Company regarding compliance of the conditions of Corporate
Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms
part of the Annual Report of the Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A Business Responsibility and Sustainability Report as per Regulation
34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, detailing the various initiatives taken by the Company on
the Environmental, Social and Governance front forms an integral part of this report.
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this Policy.
During the year under review, the Company has not received any
complaints on sexual harassment.
| Particulars |
No. of complaints |
| Number of complaints pending in the beginning
of the financial year |
Nil |
| Number of complaints filed during the
financial year |
Nil |
| Number of complaints disposed of during the
financial year |
Nil |
| Number of cases pending for more than ninety
days. |
Nil |
| Number of complaints pending as on end of the
financial year |
Nil |
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961
The Company confirms compliance with all applicable provisions of the
Maternity Benefit Act, 1961. Necessary policies and support systems are in place to ensure
the welfare of women employees, and no instances of non-compliance were reported during
the year.
VIGIL MECHANISM
The Company has formulated a Vigil Mechanism and Whistle Blower Policy
intending to provide a mechanism for employees to report violations. It also assures them
of the process that will be observed to address the reported violation. The Policy also
lays down the procedures to be followed for tracking complaints, giving feedback,
conducting investigations and taking disciplinary actions. It also provides assurances and
guidelines on confidentiality of the reporting process and protection from reprisal to
complainants.
Any incident that is reported is investigated and suitable action is
taken in line with the Policy.
The Whistle Blower Policy of the Company is posted on the website of
the Company and can be accessed at the weblink: https://cdn.shopify.com/s/ files/1
/0598/8158/6848/files/VIGIL MECHANISM POLICY 430ba70d-4385-4e86-b407-aa16b8610e2b.
pdf?v=1657891554.
The Company had not received any complaint under the Whistle Blower
Policy during the year under review.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at
https://cdn.shopifv.com/s/files/l/0598/8158/6848/ files/FORM MGT-7
FY24-25.pdf?v=1753178803.
LISTING FEES
The listing fees to BSE and NSE for FY 2024-25 was duly paid.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e., SS-1
and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General
Meetings', respectively, have been duly followed by the Company.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE
Not applicable.
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.
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 |
|
|