go fashion india ltd Directors report

Dear Members,

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 31st March,2022	Year ended 31st 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)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

? 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.

? 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.

? 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.

? 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 Companys operations and sales partially resumed from July 2021. The Companys 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 Companys 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.

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 Companys 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

(c) General Corporate purpose.

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

There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring Agency Reports are available at the Companys 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 employees 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 Companys 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 Companys management consist of the following Directors and Key Managerial Personnel:

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 & Compliance Officer

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:

? 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.

? 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.

? 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.

? 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.

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.

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 of the Company.

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 Boards 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

All related party transactions that were entered during the financial year were at arms 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://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.

(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, 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

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 Act, 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 are no material departures;

? 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;

? 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;

? 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 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 Companys 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 Companys 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 Companys 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 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 Companys 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 Companys 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 Companys 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.

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 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 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

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.

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 Companys 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	On behalf of the Board of Directors
For Go Fashion (India) Limited	For Go Fashion (India) Limited
(formerly known as Go Fashion (India) Pvt. Ltd	(formerly known as Go Fashion (India) Pvt. Ltd
Mr. Prakash Kumar Saraogi	Mr.Gautam Saraogi
Director	Director
DIN:00496255	DIN: 03209296
Place: Chennai
Date: August 10, 2022