GLOBAL ECONOMY
In 2024, the global economy grew by 3.3%, reflecting a degree of resilience, despite persistent headwinds. However, the overall momentum remained tepid, weighed down by uncertainty surrounding policy direction. This uncertainty stemmed largely from escalating geopolitical tensions, trade disputes, and a rise in protectionist measures, all of which impacted business confidence and reduced investment. Adding to the pressure, central banks maintained elevated interest rates to rein in inflation, a move that further restricted borrowing and slowed economic activity. Underlying structural challenges like weak investment, sluggish productivity, and high debt levels, especially in low-income countries, continued to impede a broad-based recovery. Compounding the issue were labour market frictions and a deceleration in key emerging markets such as China, which collectively strained global growth prospects. As the world moves through 2025, its economic landscape is beginning to shift. Countries are recalibrating their policy agendas in response to intensifying geopolitical strains and rising economic pressures, setting the stage for potential change. One of the major disruptions in 2025 came from the introduction of sweeping tariff measures by the US, followed by retaliatory moves from key trading partners. This escalation led to a significant spike in global tariff rates, disrupting international trade flows and further dampening growth. The rapid and unpredictable nature of these policy changes has intensified economic uncertainty and made accurate forecasting increasingly difficult.
Against this backdrop, global headline inflation is now expected to decline more gradually, easing to 4.3% in 2025 and 3.6% in 2026. While inflation projections have been revised upward for advanced economies, these increases are partly offset by downward revisions in several emerging markets, offering a mixed but cautiously stabilising outlook. GDP Growth Projections (in %)
| 2024 | 2025 | 2026 | |
Global Economy |
3.3 | 2.8 | 3.0 |
Advanced Economies |
1.8 | 1.4 | 1.5 |
Emerging Markets and Developing Economies |
4.3 | 3.7 | 3.9 |
(Source: World Economic Outlook, April 2025)
OUTLOOK
The IMFs World Economic Outlook, released in April 2025, projects global economic growth of 2.8% for 2025, increasing slightly to 3.0% in 2026. This represents a slight revision from earlier forecasts and reflects ongoing cautious optimism. Growth
is supported by moderating inflation, improving financial conditions, and steady demand, though the pace of recovery varies across regions.
Advanced economies, especially the US, continue to demonstrate strong resilience. Meanwhile, tighter financial conditions are posing challenges for some emerging markets. Inflation has dropped significantly in several areas, raising real incomes and strengthening consumer confidence, although the rate of improvement differs from one economy to another. Despite persistent uncertainties and varied national trends, the global economy is maintaining a steady growth trajectory. This steady progress is driven by resilience, adaptability, and sustained momentum.
Source: https://www.imf.nra/en/Publicatinns/WFO/Issues/2025/04/22/world-economic-outlook-aDril-202S\
INDIAN ECONOMY
India continues to chart a robust growth trajectory, with GDP projected to grow at 6.5% in FY 2024-25, placing it ahead of many global peers. This sustained momentum underscores the resilience of the Indian economy amid a complex global environment. On the inflation front, FY 2024-25 marked a phase of measured and encouraging moderation. Following successive supply-side shocks in the post-pandemic period, ranging from the Russia-Ukraine ? and Middle East conflict to tightened global monetary conditions, Indias headline Consumer Price Index (CPI) inflation averaged 5.4% in FY 2024-25, a notable decline from 6.7% in FY 2023-24. This downward shift reflects a combination of prudent domestic policy interventions and stabilising global commodity prices. Key government measures, including the timely release of food grain buffers, export curbs on sensitive items, and stable energy prices, played a critical role in containing inflationary pressures. At the same time, core inflation trended downward, suggesting easing input costs and a return to demand-supply balance in several sectors.
Structural reforms, technological advancements, and infrastructure development are driving broad- based expansion, while targeted government initiatives ensure long-term sustainability. Improving labour markets, strong consumption, and robust agriculture and services reinforce macroeconomic stability and investor confidence in Indias future. A key driver of this growth is the industrial sector, projected to expand by 6.2% in FY 2024-25, led by strong performances in construction and utilities. However, this marks a moderation from the previous years impressive 9.5% growth in manufacturing, reflecting a confluence of external and domestic factors. This includes subdued global demand that has dampened manufacturing exports, aggressive trade policies by major partners, and disruptions from an above-average monsoon. While the monsoon benefited agriculture, it temporarily affected mining, construction, and some manufacturing activities. Additionally, variations in the timing of major festivals between years contributed to fluctuations in production cycles and growth rates.
Despite these challenges, the manufacturing sector continues to exhibit strong momentum. Indias manufacturing Purchasing Managers Index (PMI) stood at 56.9 in February 2025, slightly down from 57.5 in January 2025. Despite this modest dip, PMI remains well above the 50 mark, indicating continued solid expansion in the manufacturing sector. Growth continues to be fuelled by strong domestic and international demand, increased hiring, and improving supply chains, even as inflationary pressures persist. Investor sentiment towards manufacturing stocks remains optimistic, as reflected in the Nifty India Manufacturing Index, which posted a modest growth of 0.47% in March 2025, closing at 13,890.75 points. This positive trend was driven by improved corporate earnings, increased foreign investment, and technological advancements that helped manufacturers sustain profitability despite rising costs.
OUTLOOK
As India looks ahead to FY 2025-26, its economic outlook is cautious amid ongoing geopolitical uncertainties, trade disruptions, and the risk of fluctuating commodity prices. On the home front, sustaining GDP growth will depend heavily on maintaining momentum in private sector investment, strengthening consumer confidence, and accelerating corporate wage increases. At the same time, rural demand is expected to strengthen as agriculture recovers, food inflation stabilises, and overall macroeconomic conditions remain favourable.
To build resilience over the medium term, India will need to enhance its global competitiveness by pushing forward structural reforms and easing deregulations at the grassroots level. Creating a business-friendly environment will be essential, not only to buffer against external vulnerabilities but also to secure the countrys long-term economic sustainability. (Source: Economic Survey2024-25)
GLOBAL APPAREL MARKET
The global apparel market is valued at US$ 1.84 Tn in 2025, accounting for 1.6% of the worlds GDP. This market is set to grow at a CAGR of 2.81% between 2025 and 2028, reaching an estimated US$ 2 Tn by 2028. The industry is also a major source of employment, engaging around 430 Mn worldwide out of a total global workforce of 3.62 Bn in fashion and textile manufacturing.
The US stands as the largest apparel market globally, with a value of US$ 365.70 Bn. On average, a US household spends roughly US$ 162 each month on clothing. Despite the rise of e-commerce, a majority of consumers, 58%, still prefer shopping for apparel in physical stores rather than online.
The global womens apparel market is valued at US$ 930 Bn today and is projected to surpass the US$ 1 Tn mark by 2027. Alongside this, the mens apparel market currently stands at US$ 587.61 Bn, while the childrens segment is valued at US$ 274.25 Bn. Together, these figures highlight apparels steady growth across all categories.
Rising disposable incomes in emerging economies like China, India, and Brazil, combined with rapid urbanisation and a growing middle class, are driving stronger demand for apparel that reflects current trends and lifestyle preferences. This shift is expanding the market and creating opportunities for companies to tailor their product strategies to meet changing consumer tastes across different regions. At the same time, innovation is reshaping the apparel industrys future. Technologies like 3D printing and AI are transforming how designs are created, produced, and distributed, leading to greater efficiency and personalised offerings. In North America, the apparel market is expected to expand fastest, with a CAGR of 3.2% expected between 2024 and 2030. This growth is fuelled in part by the rising popularity of athleisure, a trend that blends fashion and function, boosting the demand for sports-inspired and performance wear.
(Source: https://www.researchandmarkets.com/reDort/clot.hina#:~:t.ext.=The%20Annarel%20Market.%20arew%20rmry:.HncJ%i?0enhHnce%i?0cJiailHl%i?0relHil%i?0experience-:.ht.t.ns://www.uniformmarket..com/st.at.ist.ics/alobal-annarel-inriust.ry-statistics
https://www.coanitivemarketresearch.com/reaional-analysis/north-america-fashion-apparel-marketreport)
INDIA APPAREL MARKET
The Indian apparel market was valued at US$ 115.70 Bn in 2024 and is projected to grow from US$ 120.36 Bn in 2025 to US$ 171.60 Bn by 2034, registering a compound annual growth rate (CAGR) of 4% during the forecast period. A key driver of this growth is the expanding middle class with rising disposable incomes and evolving lifestyle preferences, which are significantly influencing fashion choices and consumption patterns.
Womens apparel continues to lead the market, with an estimated value of US$ 53.13 Bn in 2025, which represents 44% of Indias total apparel market in 2025. Non-luxury apparel dominates, although niche categories like ethnic wear and luxury fashion are witnessing notable growth, driven by increasing affluence and changing consumer tastes. Additionally, consumer demand is shifting towards more personalised, high-quality offerings, paving the way for brand and product differentiation.
The rapid expansion of digital infrastructure has transformed the apparel shopping experience in India. The India Fashion e-commerce market size was valued at US$ 21.60 Bn in 2025 and is expected to reach US$ 98.45 Bn by 2032, exhibiting a CAGR of 24.2% from 2025 to 2032. In 2023, e-commerce accounted for 15% of total clothing sales, a figure expected to rise sharply with the increasing penetration of smartphones, greater internet accessibility, and the convenience of online retail. Social media influence, especially among Gen Z consumers, is also shaping trends and accelerating demand for fast fashion.
Indias apparel and textile industry is a cornerstone of the economy, providing direct employment to over 45 Mn people and producing around 22,000 Mn garments annually. The country is a global leader in the production of natural fibres such as cotton, silk, and jute, and remains the largest producer of cotton worldwide. The industry is highly integrated, covering the entire value chain from raw material sourcing to finished garments, thus reinforcing Indias position as a key player in the global textile market.
States like Maharashtra and Gujarat serve as major hubs for textile and garment manufacturing, backed by robust infrastructure, raw material availability, and a skilled workforce. Maharashtra plays a pivotal role in garment exports, fashion design, and retail activity, contributing significantly to the industrys innovation and export potential.
There is a growing shift in consumer behaviour towards sustainability and ethical fashion. Rising awareness of the environmental and social consequences of fast fashion such as pollution, waste, and labour exploitation has fuelled demand for eco-friendly and responsibly produced apparel. Sustainable fashion practices, including the use of organic materials, ethical sourcing, and waste reduction, are gaining traction. These efforts are further supported by government initiatives such as the PM Mega Integrated Textile Region and Apparel (PM MITRA) scheme and the Production
Linked Incentive (PLI) Scheme for textiles, along with proactive engagement from industry stakeholders.
RETAIL MARKET IN INDIA
Indias retail market reached Rs 82 Lakh Crores in 2024, up from Rs 35 Lakh Crores in 2014, growing at over 8.9% in the last decade, driven by Indias economic growth and an increasingly discerning and diverse consumer base. Indias retail sector is poised to sustain its growth momentum over the next decade, driven by rising income levels, increasing consumer spending power, substantial supply-side investments, and supportive regulatory measures such as tax reforms and targeted incentives. Backed by these structural enablers, the market is expected to show a steady CAGR of ~9%, with total retail sales projected to exceed Rs 190 Tn by 2034.
Online retail in India surpassed US$ 60 Bn in gross merchandise value in 2024. Despite a slight slowdown due to economic headwinds, with growth moderating to 10-12% in 2024, the sector is poised for a strong rebound expected to grow at over 18% annually to hit US$ 190 Bn by 2030.
Quick commerce (Q-commerce), offering deliveries within 30 minutes, is transforming shopping behaviour. It already accounts for two-thirds of online grocery orders and 10% of total online retail sales. With momentum building, the segment is projected to grow at over 40% annually through 2030.
A young, mobile-first generation is driving the rise of trend-first commerce, especially in fast fashion, defined by short product lifecycles, rapid inventory changes, and demand shaped by social media. By 2028, sales in this space are projected to quadruple, exceeding US$ 10 Bn, with more than half generated through online channels.
Looking ahead, Indias retail landscape will be defined by a powerful mix of scale, digital acceleration, youth-driven consumption, and cultural diversity. To succeed, brands must embrace the micro-diversity of consumer preferences, tailoring assortments, pricing, and engagement strategies to regional tastes. In this fast-evolving environment, rigid, one-size-fits-all models are giving way to agile, differentiated approaches.
(Source: https://www.euroshon-tradefair.com/en/euroshonmag/ indias-ret.ail-market.-?0?5-disrunt.ive-t.rends-snur-growt.h ht.t.na://weh-aaaet.a.hcg.com/ca/05/581fd7834?50h8f39c7eha8ehh8f/ rai-renort.-?0?5.ndf)
KEY GROWTH DRIVERS
Indias Demographic Dividend
Indias youthful population, the largest in the world, with a median age of just 28.4 years, is rapidly boosting the countrys competitive edge and influencing global consumer trends and spending habits. By 2030, India is expected to have over 1.1 Bn working-age individuals, the highest among major economies, positioning it as a key driver of demand, innovation, and economic growth. This young demographic is increasingly fashion-conscious, brand-aware, and eager to spend, especially on casual wear, fast fashion, and lifestyle brands.
(Source: https://www.investindia.gov.in/)
Rapid Urbanisation
India is experiencing rapid urbanisation, with its urban population expected to grow to 600 Mn by 2036, making up 40% of the total population compared to 31% in 2011. Since urban areas already contribute nearly 70% of the countrys GDP, this demographic shift is driving significant changes in consumption habits. Urban consumers typically enjoy higher disposable incomes, greater access to global fashion trends, and a growing preference for branded, diverse, and lifestyle-focussed clothing.
(Source: https://www.worldbank.org/en/news/oninion/2024/01/30/ gearing-up-for-india-s-rapid-urban-transformation)
Rising Middle Class
Indias middle class is expected to reach 1 Bn by 2047, driven by rising incomes, rapid urbanisation, and better access to education and technology. This expanding group is shaping the future of the apparel industry, as their increased purchasing power and evolving aspirations drive a growing appetite for branded, diverse, and high-quality fashion choices. Their changing lifestyle demands are creating opportunities and setting new trends across the market.
Womens Workforce Participation
The Labour Force Participation Rate (LFPR) for women in India has risen significantly, climbing from 49.8% in 2017-18 to 60.1% in FY 2023-24. This increase reflects greater economic empowerment and shifting societal norms. As more women enter the workforce, their growing presence is fuelling demand in Indias apparel industry, particularly for a wider range of clothing, including formal wear, workwear, smart casuals, and functional fashion.
Virtual Reality
Over the last twenty years, the idea of shopping has transformed, and Virtual Reality (VR) is now emerging as a game-changer in the next phase of retail, particularly in the apparel industry. VR gives fashion brands the ability to build immersive environments, rooted in data, where customer behaviour can be observed, preferences understood, and product experiences tailored in real time. It also allows companies to experiment with store layouts virtually, without the cost or constraints of physical space.
For apparel retailers, this means collections can be showcased in realistic virtual showrooms, offering customers a try-before-you-buy experience from anywhere, while reducing reliance on brick-and- mortar infrastructure. For Indian apparel brands, VR presents a chance to go further by personalising the shopping journey and reaching a global audience that expects digital convenience but values thoughtful, experience-led retail.
Premiumisation and Value Consciousness
India is experiencing a significant increase in affluence, reflected in the sharp rise in number of individuals reporting annual incomes of Rs 1 Crore or more, from Rs 44,000 in FY 2013-14 to over Rs 2.3 Lakhs in FY 2023-24. This growing affluent base is reshaping the apparel landscape, driving a clear shift towards premiumisation. As wealth grows, so does the appetite for luxury fashion, international labels, and high-end lifestyle products, all of which are seeing stronger demand from this increasingly influential consumer base.
Digital Shopping
Indias apparel industry is navigating a unique intersection, where digital acceleration meets the staying power of physical retail. Over the past five years, online shopping has gained serious traction, with penetration rising from 18% in 2019 to over 50% in 2024. This growth is tied to the increase in digital transactions, which jumped from 23 Bn to 164 Bn during the same period, making convenience a key driver of buying behaviour.
Still, the offline world remains far from obsolete. A full 58% of purchases continues to happen entirely in physical stores, especially in non-metro cities where personal interaction and product feel play a bigger role in decision-making. Meanwhile, 26% of consumers prefer to shop exclusively online, and 16% move between platforms, researching in one space and completing the purchase in another.
GOVERNMENT INITIATIVES
Budgetary Allocation for FY 2025-26
The Union Budget 2025-26 allocated Rs 5,272 Crores to the Ministry of Textiles, reflecting a 19% increase over the previous budget estimate and a sharp rise from the revised Rs 3,342 Crores allocation for 2024-25. Significant allocations include Rs 600 Crores for a five-year Cotton Mission aimed at enhancing the productivity of extra-long staple (ELS) varieties, Rs 635 Crores under the Amended Technology Upgradation Fund Scheme (ATUFS), and a significant rise in the PLI scheme outlay, from Rs 45 Crores to Rs 1,148 Crores. Additionally, funding for research and capacity building has been sharply increased to Rs 1,948 Crores, strengthening the focus on innovation and skill development within the sector.
Additional allocations in the Union Budget 2025-26 include Rs 200 Crores for the National Handloom Development Programme, Rs 260 Crores for handicrafts, Rs 956.84 Crores for silk, Rs 128 Crores for jute, Rs 300 Crores for PM MITRA Parks, and Rs 483.99 Crores to promote textiles in the Northeast. On the policy front, measures aimed at modernisation and boosting domestic manufacturing include customs duty exemptions on select shuttle- less looms, increased duties on undervalued knitted fabric imports, and zero duty on wet blue leather. Collectively, these initiatives reinforce the governments strong emphasis on supporting MSMEs, advancing technology adoption, and enhancing global competitiveness, aligning closely with its 5F vision: Farm to Fibre to Factory to Fashion to Foreign for holistic growth of the textile sector.
SAMARTH (Scheme for Capacity Building in Textile Sector)
The Indian government has extended the Samarth scheme until March 31, 2025, maintaining a funding allocation of Rs 390 Crores. Overseen by the Ministry of Textiles, this initiative is dedicated to skilling and upskilling workers across multiple segments of the textile value chain, excluding spinning and weaving. By focussing on enhancing employability and productivity, the scheme aims to prepare the workforce to meet the evolving demands of the industry.
Five-Year Cotton Mission (2025-2030)
The Five-Year Cotton Mission, introduced in the Union Budget 2025-26 with an allocation of Rs 600 Crores, aims to revitalise Indias cotton sector by improving productivity and encouraging the growth of premium extra-long staple (ELS) cotton varieties. Running from 2025 to 2030, the missions goal is to nearly double yields from the current 450-500 kg per hectare to around 1,000 kg per hectare. This will be achieved through scientific research, modern farming techniques, and sustainable agricultural practices. By focussing on reducing import dependence and strengthening Indias position globally, the initiative aligns with the governments 5F vision: Farm to Fibre to Factory to Fashion to Foreign, ensuring a unified approach across the entire cotton-to-textile value chain.
(Source: httDs://www.Dib.aov.in/PressReleasePaae. aspx?PRID=2099411)
India-UK Free Trade Agreement (FTA)
In May 2025, India and the UK signed a landmark Free Trade Agreement (FTA), marking a significant milestone for Indias textile and apparel sector. The agreement eliminates tariffs on 99% of Indian exports to the UK, including nearly all textile and apparel products, granting them full duty-free access and enhancing competitiveness against non-FTA countries like China and Bangladesh. While India reduces tariffs on 90% of UK imports, textiles emerge as a key beneficiary, with improved market access and export potential in one of its top global markets.
(Source: https://economictimes.indiatimes.com/small-biz/trade/exports/insights/india-uk-fta-a-good-deal-but-for-whom/articleshow/121154249.cms)
National Technical Textiles Mission (NTTM)
Launched in 2020 with an outlay of Rs 1,480 Crores, the National Technical Textiles Mission (NTTM) was established to position India as a global hub for technical textiles by advancing R&D, exports, market development, and skill training. The initiative spans applications across key sectors like defence, healthcare, agriculture, and infrastructure. To date, it has approved 168 research projects worth Rs 509 Crores, focussing on areas like specialty fibres and biodegradable textiles.
Of the total application, Rs 393.39 Crores have been utilised so far, with an additional Rs 370 Crores budgeted for 2025-26. As part of its goal to train 50,000 individuals, the initiative has introduced 12 industry-linked courses, along with specialised training programmes at institutions like IIT Indore and NIT Patna, aiming to create a pipeline of skilled professionals for the growing technical textiles sector.
(Source: hi lns://www.nih.gov.in/PressReleaseIrramiePage.aspx?PRID=2115710)
SWOT ANALYSIS
| Strengths | Weaknesses |
| A large and rapidly growing domestic apparel market provides a strong foundation for expansion. | The sector struggles with technological backwardness and comparatively low productivity. |
| India has an abundant supply of skilled labour available at low costs, supporting manufacturing needs. | It remains highly fragmented, facing intense competition among numerous players. |
| The industry benefits from manufacturing flexibility and offers a wide, diverse range of products. | Heavy reliance on volatile raw material prices introduces risk and uncertainty. |
| Strong government support and incentives boost industry growth and competitiveness. | Indigenous research and development as well as innovation are limited. |
| Rapid growth in e-commerce and increased digital adoption are opening new sales channels. | Infrastructure bottlenecks continue to constrain efficient operations. |
| Opportunities | Threats |
| The expanding middle class and youthful demographics are driving greater demand for apparel. | Domestic and international competition is intensifying, challenging market share. |
| Opportunities | Threats |
| Growth in e-commerce and omnichannel retail offers fresh opportunities to reach consumers. | Faster fashion cycles require brands to accelerate design and delivery, adding pressure. |
| Increasing awareness and demand for sustainable and ethical fashion are shaping new market trends. | Rising input costs and inflation threaten margins and pricing stability. |
| Expansion into athleisure and sportswear taps into rising consumer demand. | Supply chain disruptions and geopolitical risks can impact production and delivery. |
| Free trade agreements support growth by opening new export opportunities. | Compliance challenges and changing consumer preferences require ongoing adjustments. |
COMPANY OVERVIEW
Founded in 2010 by Prakash Kumar Saraogi, Gautam Saraogi, and Rahul Saraogi, Go Fashion (India) Limited (also referred to as ‘Go Fashion, ‘GFIL or ‘The Company) is headquartered in Chennai and has grown into a defining name in womens bottom wear. The Company holds about 8% of the branded segment in India, a position built through focussed strategy and execution.
The Company operates under the ‘Go Colors brand, offering over 50 styles across more than 120 colours. The Companys product range includes western wear, fusion wear, ethnic wear, athleisure, and denim, covering a wide range of preferences, age groups, and sizes. This variety allows the brand to meet diverse customer needs without limiting its reach.
The Companys retail presence is built through a combination of Exclusive Brand Outlets (EBOs) and Large Format Stores (LFSs). EBOs are located in high-footfall areas to drive visibility and conversion. This retail strategy is supported by sound unit economics, a reliable sourcing base, and an in-house manufacturing setup that ensures quality and operational efficiency.
The Company uses a data-driven approach to guide design and development. Market intelligence, ERP insights, and direct customer feedback are used to refine products and respond quickly to shifting demand. This process strengthens decision-making and helps maintain relevance across seasons and trends.
GFIL has delivered consistent financial results by aligning execution with demand and maintaining control across its value chain. With a scalable model and clear direction, the Company continues to strengthen its leadership in the womens apparel market in India.
HIGHLIGHTS OF THE YEAR Operational Highlights
As of FY 2024-25, GFIL operated 776 Exclusive Brand Outlets (EBOs) across 23 states and Union Territories and 2,386 Large Format Stores (LFSs) across 31 states and Union Territories, up from 714 EBOs at the end of FY 2023-24. The Company continues to expand aggressively, targeting 120-130 new EBOs annually, primarily in Tier 2 and Tier 3 cities, while deepening its presence in existing markets and entering newer ones. Most new stores are company-owned and operated, while future franchise-led expansion is focused on international markets, starting with the Middle East through the Companys partnership with Apparel Group. Each EBO involves an average investment of Rs 37-38 Lakhs, with a payback period of 15-18 months. Stores typically generate annual revenues of Rs 85-90 Lakhs, with mature stores earning Rs 1.3-1.5 Crores. In FY 2024-25, EBOs contributed 71.2% of total revenue, followed by LFSs (23.9%), Online (2.8%), and MBO & Others (2.1%). Same Store Sales Growth (SSSG) was 1%, and Same Cluster Sales Growth (SCSG) was a healthy 7%, indicating strong performance in established micro-markets. The brand maintained pricing strength, with 95.4% of EBO sales made at full price. Average Selling Price (ASP) stood at Rs 769 in FY 2024-25.
Recognising its strong positioning as a functional and everyday wear brand, Go Colors! is now piloting an extension into adjacent categories of womens everyday apparel such as basic kurtis, shirts, dresses, and all-day casual wear, as well as select mens categories, including polo shirts, chinos, lounge pants, and casual shirts. These offerings are designed to be timeless and minimally styled, avoiding seasonal fashion trends, and are being introduced through a carefully curated range of SKUs to test market response.
GFILs operating cash flow (OCF) stood at Rs 76.2 Crores in FY 2024-25, on a pre-Ind AS 116 basis, compared to Rs 111.0 Crores in FY 2023-24. The Companys disciplined financial approach, efficient working capital management, and consistent operational execution reinforces its capacity to support growth initiatives, while maintaining long-term financial stability.
Key Ratios
| Particulars | FY 2024-25 | FY 2023-24 |
| Debt-Equity Ratio (%) | 0.73 | 0.78 |
| Debtors Turnover (Days) | 46 | 38 |
| Inventory Turnover (Days) | 102 | 104 |
| Debtors Turnover (on Total Sales) | 9.17 | 10.07 |
| Inventory Turnover (%) | 3.74 | 3.42 |
| Interest Coverage Ratio (x) | 5.78 | 6.20 |
| Current Ratio (x) | 3.97 | 3.96 |
| Gross Margin (%) | 63.3 | 61.7 |
| EBITDA Margin (%) | 31.6 | 31.8 |
| Net Profit Margin (%) | 11.0 | 10.9 |
There are no significant changes (change of 25% or more) as compared to the previous financial year 2023-24 in the Key Financial Ratios.
Outlook
GFIL continues to build strong momentum, driven by solid financial performance and disciplined cost management. In FY 2024-25, the Company achieved 11% year-on-year revenue growth while maintaining a healthy EBITDA margin of 31.6%, underscoring its operational efficiency and leadership in the womens bottom-wear segment. To sustain this growth, GFIL plans to open 60% of new stores in untapped clusters and 40% in existing ones, leveraging a cluster-based expansion model to deepen market presence.
Go Fashions MBO segment represents a strategically evolving domestic channel, distinct from its international expansion via Exclusive Brand Outlets (EBOs). While the Companys primary focus remains on EBOs, Large Format Stores (LFS), and online platforms, MBOs are being developed in a calculated and selective manner. Recognising untapped potential in modern trade and family-run stores, many of which are becoming increasingly organised, Go Fashion aims to gradually scale this channel while avoiding margin dilution through excessive discounting.
The MBO channel continued to gain traction, supported by focused efforts and strategic interventions. While its contribution to overall revenue remains modest, it has shown consistent growth, reaching 2.1% in FY 2024-25.
Internationally, GFIL has partnered with Apparel Group for Middle East expansion under a FOFO (Franchise Owned, Franchise Operated) model, with a 5-year exclusivity agreement and no direct investment. The Company is also piloting adjacent categories such as womens top-wear and select mens essentials, with 10-15 pilot stores launching by September and 25 by March 2026. These offerings will be integrated into larger stores (1,500+ sq. ft.) without impacting the core bottom-wear assortment. Backed by strong operating cash flows, tight inventory controls, and ongoing investments in technology and product development, GFIL remains well-positioned for sustainable, profitable growth, driven by a clear strategy, market agility, and a culture of innovation. Risk and Concerns
GFILs Risk Management Committee remains focussed on identifying potential risks early and addressing them with effective mitigation strategies. Recognising that risk is an unavoidable part of doing business, the Company continues to adopt a proactive and structured approach, ensuring that challenges are managed with foresight and discipline.
| Risk Factor | Description | Mitigation Strategy |
| Raw Material Risk | Fluctuations in raw material costs could impact margins and profitability. | Where feasible, cost increases are passed on to customers. Raw material costs remained stable at 33.43% of revenues in FY 2023-24 and FY 2024-25 at 31.41% |
| Competition Risk | The entry of new competitors may affect market share and profitability. | The Company leverages a broad product portfolio of over 4,000 SKUs, supported by strong brand equity, a focus on innovation, and efficient operations. |
| Trend Risk | Failure to align with evolving consumer preferences could impact demand. | Continued investment in product development and a focus on exclusive bottom-wear styles help Company stay aligned with changing trends. |
| Quality Risk | Poor product quality or manufacturing inefficiencies could damage brand reputation. | Strong partnerships with top-tier suppliers, a dedicated in-house quality control team, and a reliable distribution network help ensure consistency. |
| Customer Attrition Risk | Loss of customers could lead to reduced revenues and profitability. | A wide selection of over 50 styles in more than 120 colours, across multiple sizes and categories, caters to a broad and diverse customer base. |
| Supply Chain Risk | Disruptions in the supply chain could affect production timelines and inventory flow. | GFIL maintains resilient supplier relationships, robust supply chain systems, and alternative sourcing strategies to manage disruptions. |
| Economic Risk | Economic downturns or shifts in consumer spending could reduce demand. | By conducting regular market research, diversifying product offerings, and using flexible pricing, the Company stays prepared for changing conditions. |
| Operational Risk | Inefficiencies in operations, staffing, or inventory management may affect performance. | Ongoing investments in employee training, efficient inventory systems, and strong quality control measures help maintain operational stability. |
Internal Control Systems and Their Adequacy
GFIL has established strong internal controls within its Supply Chain Management Systems to reduce the risk of product shortages and prevent out- of-stock situations, helping maintain operational efficiency and consistent productivity. An integrated ERP system automates procurement and supply chain functions, allowing the Company to stay flexible, respond to demand effectively, and avoid both overstocking and understocking.
To further optimise inventory, a business intelligence tool is used to ensure the right products are available at the right time across sectors. The procurement and supply chain process is supported by a dedicated sourcing team that oversees supplier performance, enforces strict quality assurance standards, and conducts regular inspections of sourced fabrics. These checks are reinforced by robust quality control mechanisms to maintain product consistency. Additionally, the Company closely monitors the capacity and output of its suppliers to align production needs and ensure timely procurement.
Human Resources
As of March 31, 2025, the employee headcount stood at 5410. During FY 2024-25, the Company recorded a total employee cost of Rs 160.2 Crores, an increase from Rs 130.2 crore in FY 2023-24. This rise was primarily driven by hiring to support the Companys newly launched stores.
To strengthen its human resources strategy, GFIL has introduced a variable pay component tied to store-level performance and overall revenue growth, promoting accountability and performance-based rewards. Its operations are supported by a robust network of 135 suppliers and 68 job workers across 12 states and Union Territories, complemented by specialised teams in business development, sourcing, e-commerce, design, and quality control. The Company continues to invest in its people through a blend of formal training, informal knowledge sharing, and hands-on learning. GFIL is also assessing potential benefits under a government EPFO incentive, in consultation with experts. A culture of collaboration, dynamic roles, and open communication underscores its commitment to employee growth and engagement.
Cautionary Statement
This section contains the Companys objectives, estimates, expectations, and projections, which may include ‘forward-looking statements as defined under applicable securities laws and regulations. These statements are based on certain assumptions and anticipated future events. However, the Company cannot assure the fulfilment or accuracy of these assumptions and expectations. Actual outcomes may differ significantly due to factors beyond the Companys control. The Company does not undertake any obligation to revise or update these ‘forward-looking statements considering future developments, information, or events.
Corporate Governance Report
The report on Corporate Governance is prepared pursuant to Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
1. PHILOSOPHY ON CORPORATE GOVERNANCE
The Company is committed to adopt the best Corporate Governance practices to manage the affairs of the Company in an ethical, accountable, transparent and fair way, with the blend of both legal and management practices, to imbed the same in the decision-making process of the Company, and to communicate the same accurately and timely, in such a way that both stakeholders expectations and legal standards are not only met, but the Company surpasses them.
The Company strives to ensure compliance with the various Corporate Governance Requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (‘SEBI Listing Regulations) and considers it as its inherent responsibility to protect the rights of our stakeholders and disclose timely, adequate and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.
Adherence to the various policies and codes adopted by the Company from time to time in conformity with regulatory requirements helps your Company fulfill this responsibility.
These policies are available on the Companys website: https://gocolors.com/pages/investor- relations
This report highlights the Companys Governance practices for the financial year 2024-25.
2. BOARD OF DIRECTORS
The Board is at the core of our Corporate Governance practices and oversees and ensures that the Management serves and protects the long-term interest of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of Corporate Governance.
a. Composition of Board of Directors
The composition of the Board shall be in accordance with requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company.
As on March 31, 2025, the Board comprised six (6) directors wherein one (1) is a Managing Director (‘MD)(Promoter), one (1) is an Executive Director and Chief Executive Officer (‘ED & CEO)(Promoter), one (1) is a Non-Executive Non-Independent Director (‘NED)(Promoter), and three (3) are Independent Directors (‘IDs) including a Woman Independent Director. The composition of the Board of Directors of the Company is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Companies Act, 2013 (‘the Act). The Board periodically evaluates the need for change in its composition and size. A detailed profile of our directors is available on our website: https://cdn.shopify.com/s/ files/1/0598/8158/6848/files/PROFII F OF BOARD OF DIRECTORS.pdf?v=1737098829
None of the Directors of the Company serve as Directors in more than seven (7) listed companies. None of the Directors hold Directorships in more than twenty (20) Indian Companies including ten (10) Public Limited Companies. Further, none of the Directors on the Board is a member of more than ten (10) Board Committees and Chairperson of more than five (5) Board Committees (the committees being, Audit Committee and Stakeholders Relationship Committee) across all public companies in which he/she is a director. All the Directors have made necessary disclosures regarding Committee positions occupied by them in other companies. One Third of the Executive Directors and Non-Executive Directors (other than the Independent Directors and nominee director) are liable to retire by rotation.
Table A: Composition of the Board and Directorship(s) held as on March 31, 2025
Name |
Category |
Other Board/Committee Memberships |
Directorship in other listed entity (Category of Directorship) |
Directors Shareholding in number of shares |
Attendance / No. of Board Meetings |
AGM attendance held on 07-08-2024 |
||
| Directorships* | Committee Memberships# | Committee Chairmanship# | ||||||
Mr.Srinivasan Sridhar |
Chairman & Independent Director |
5 | 0 | 0 | Nil | 0 | 5/5 | Yes |
Mr.Prakash Kumar Saraogi |
Managing Director |
0 | 0 | 0 | Nil | 60 | 5/5 | Yes |
Mr.Gautam Saraogi |
Executive Director & CEO |
0 | 0 | 0 | Nil | 60 | 5/5 | Yes |
Mr.Dinesh Madanlal Gupta |
Non- Executive Independent Director |
0 | 0 | 0 | Nil | 0 | 5/5 | Yes |
Mrs.Rohini Manian |
Non- Executive Independent Director |
1 | 1 | 1 | Nil | 0 | 2/5 | Yes |
Mr.Rahul Saraogi |
Non- Executive Non- Independent director |
1 | 1 | 1 | Nil | 60 | 3/5 | Yes |
^Excludes directorship and membership in Go Fashion (India) Limited. Also excludes directorships in private limited companies, foreign companies and companies registered under Section 8 of the Companies Act, 2013 and Government Bodies.
#For the purpose of calculating, only Audit and Stakeholders Relationship Committee in public limited companies, whether listed or not, are considered - Regulation 26(1) of SEBI Listing Regulations.
b. Details of the attendance of Directors at the Board and last AGM
The attendance record of each of the Director at the Board Meetings held during the year 2024-25 and last AGM held on August 07, 2024 are provided in the table above.
c. Number of Board Meetings
During the year under review, five meetings were held. The dates are May 03, 2024, June 28, 2024, July 24, 2024, October 25, 2024, and January 25, 2025.
d. Disclosure of Inter-se relationship amongst the Directors
Except as stated below, none of our directors are related to each other.
Mr. Gautam Saraogi is the son of Mr. Prakash Kumar Saraogi.
Mr. Rahul Saraogi is the nephew of Mr. Prakash Kumar Saraogi and cousin of Mr. Gautam Saraogi.
e. Familiarisation Programme for Independent Directors
The details of familiarisation programme done for the financial year 2024-25 have been hosted in the website of the Company under the web link: https:// cdn.shopify.com/s/files/1/0598/8158/6848/ files/Familiarization Program for Independent Directors FY 2024-25. pdf?v=1743567256
f. Key Board Skills, Expertise, Competence
The Board comprises distinguished, qualified and experienced members who bring in the requisite skills, expertise and competence that allows them to make a valuable contribution to the Board and its Committees.
Table below summarises the key skills, expertise and competence required for the Company and is taken into consideration while nominating candidates to serve on the Board.
The following matrix sets out the skills / expertise / competencies fundamental identified by the Board for the effective functioning of the Company and the names of the directors who have such skills / expertise / competence:
Name of the Directors |
Mr. Srinivasan Sridhar | Mr. Dinesh Madanlal Gupta | Mrs. Rohini Manian | Mr. Prakash Kumar Saraogi | Mr. Gautam Saraogi | Mr. Rahul Saraogi |
Experience and Industry knowledge |
V | V | - | V | V | V |
Finance & Accounts |
V | V | - | - | V | V |
Corporate Governance |
V | V | - |
- |
V | V |
General Management and Leadership |
V | V | V | V | V | V |
Technology and Development |
- | - | V | V | V | V |
Sales & Marketing |
- |
V | V | V | V | V |
Business Development |
- | V | V | V | V | V |
Considering the skills, expertise and competencies required for effective functioning and discharge of Boards duties, your Board is satisfied with the present composition of the Board of Directors. In the opinion of the Board, the Independent Directors fulfil the conditions specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the Management.
g. Confirmation of Independent Directors on their Independence
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs.
The Company has issued formal letters of appointment to the Independent Directors and their appointments are in compliance with Regulation 25(1) and (2) of the SEBI Listing Regulations. As required under Regulation 46 of the SEBI
Listing Regulations, as amended, the terms and conditions of appointment of Independent Directors including their role, responsibility and duties are available on our website: https://cdn.shonifv.com/s/ files/1/0598/8158/6848/files/Letter of Appointment - Independent Director. pdf?v=1645782613.
h. Reason for resignation of an Independent Director
During the year under review, no independent director resigned.
Committees of the Board
With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees:
> Audit Committee
> Stakeholders Relationship Committee
> Nomination and Remuneration Committee
> Corporate Social Responsibility Committee; and
> Risk Management Committee
The terms of reference of these Committees are determined by the Board and their relevance is reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Minutes of the Committee Meetings are tabled at the subsequent Board Meetings.
3. AUDIT COMMITTEE
The Board has an Audit Committee which has been constituted in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.
a. Terms of reference of Audit Committee are:
• Oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;
• Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• Examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
• Matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
• Changes, if any, in accounting policies and practices and reasons for the same;
• Major accounting entries involving estimates based on the exercise of judgment by management;
• Significant adjustments made in the financial statements arising out of audit findings;
• Compliance with listing and other legal requirements relating to financial statements;
• Disclosure of any related party transactions; and
• Modified opinion(s) in the draft audit report.
• Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement and making appropriate recommendations to the Board to take up steps in this matter;
• Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;
• Approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the Company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
• Discussion with internal auditors of any significant findings and follow-up thereon;
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
• Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
• Reviewing the functioning of the whistle blower mechanism;
• Approval of appointment of chief financial officer (i.e., the whole- time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
• Reviewing the utilisation of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Tl ,000,000,000 (Rupees One Thousand Million only) or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision;
• Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; and
• Carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board and/or as provided under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. or any other applicable law, as and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the chief internal auditor, shall be subject to review by the Audit Committee; and
• Statement of deviations in terms of the SEBI Listing Regulations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing Regulations;
b. Annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice in terms of the SEBI Listing Regulations.
b. There were Six (6) Audit Committee Meetings held during FY 2024-25 as follows:
> May 03, 2024;
> June 28, 2024;
> July 24, 2024;
> October 25, 2024;
> January 25, 2025 and
> March 25, 2025
The composition of the Audit Committee is as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Table given below gives details of Composition and the attendance record of the Members of the
Audit Committee:
| Name of the Members | Designation | Category | No. of Meetings Attended / Held |
| Mr.Dinesh Madanlal Gupta | Chairman | Independent Director | 6/6 |
| Mr.Srinivasan Sridhar | Member | Independent Director | 6/6 |
| Mr.Gautam Saraogi | Member | Executive Director | 6/6 |
All the members of the Audit Committee are financially literate and have relevant finance / accounting exposure.
The Company Secretary acts as the Secretary to the Committee.
4. NOMINATION AND REMUNERATION COMMITTEE
The Board has Nomination and Remuneration Committee, which has been constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.
a. Terms of reference of Nomination and
Remuneration Committee are:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other Employees;
• The Nomination and Remuneration Committee should, for every appointment of an Independent Director, evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such a description. For the purpose of identifying suitable candidates as an Independent Director, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates
• Formulation of criteria for evaluation of performance of Independent Directors and the Board;
• Devising a policy on Board diversity;
• Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance (including Independent Director);
• Analysing, monitoring and reviewing various human resource and compensation matters;
• Determining the Companys policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment, and determining remuneration packages of such directors;
• Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors;
• Recommend to the Board, all remuneration, in whatever form, payable to Senior Management and other staff, as deemed necessary;
• The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that:
a) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long- term performance objectives appropriate to the working of the Company and its goals.
• Perform such functions as are required to be performed by the Nomination and Remuneration Committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as amended,
• Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:
a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the Trust, the Company and its employees, as applicable.
• Carrying out any other activities as may be delegated by the Board of Directors of the Company functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
During the year under review, three meetings were held on June 28, 2024, January 25, 2025 and March 25, 2025.
Table given below gives the details of the Composition and attendance record of the Members of the Nomination and Remuneration Committee:
| Name of the Members | Designation | Category | No. of. Meetings attended/held |
| Mr.Dinesh Madanlal Gupta | Chairman | Independent Director | 3/3 |
| Mr.Srinivasan Sridhar | Member | Independent Director | 3/3 |
| Mr.Rahul Saraogi | Member | Non-Executive Non-Independent director | 3/3 |
The Company Secretary of the Company acts as the Secretary of the Committee.
c. Performance Evaluation
The Committee has formulated criteria for performance evaluation of the Board of Directors of the Company. The said criteria forms part of the performance evaluation policy of the Company.
Separate exercise was carried out to evaluate the performance of individual directors who were evaluated on parameters such as Qualifications, Experience, Knowledge and Competency, Fulfilment of functions, Ability to function as a team, Initiative, Availability & Attendance, Commitment, Contribution and Integrity.
The evaluation of the Independent Directors was carried out with additional criteria such as Independence and Independent views and judgement.
The performance evaluation of the Chairman was carried out with further additional criteria such as Effectiveness of leadership and ability to steer the meetings, Impartiality, Commitment and Ability to keep shareholders interests in mind. The Non-Independent Directors evaluation were carried out by the Independent Directors separately.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
d. Independent Directors Meeting
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 Director and Members of the Management.
e. Remuneration Policy
Your Company has a well-defined Policy for the Remuneration of the Directors, Key Managerial Personnel and other Employees. The Nomination and Remuneration Policy has been formulated to provide a framework for the nomination, evaluation and remuneration of members of the Board of Directors of the Company (the “Board”), Key Managerial Personnel (“KMPs”), and other Employees of the Company. This policy is guided by the principles and objectives as enumerated in Section 178 (3) of the Companies Act, 2013 and the rules made thereunder, each as amended (the “Act”) and Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Regulations”), to
ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The policy has been placed on the website of the Company at https://cdn.shopify. com/s/files/l/0598/8158/6848/files/POI ICY ON NOMINATION RFMUNFRATION AND BOARD DIVERSITY 5bc59aa1-fd9c-4b75- 992d-cd1c82d94c73.pdf?v=1738566100
Nomination and Remuneration Committee (NRC) recommends the remuneration to be paid to the Executive Directors, Non- Executive Director, Independent Director and KMPs to the Board for their approval.
The NRC while deciding the basis for determining the compensation, both fixed and variable takes into consideration various factors such as Directors participation in Board and Committee Meetings during the year, other responsibilities undertaken, such as Membership or Chairmanship of Committees, time spent in carrying out other duties, role and functions as envisaged in Schedule IV of the Act and Listing Regulations and such other factors as the NRC may deem fit.
The level and composition of remuneration so determined by the Committee is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management Personnel of the quality required to run the Company successfully. The relationship of remuneration to performance is clear and meets the appropriate performance benchmarks.
f. Non-Executive and Independent Directors Compensation
No compensation or sitting fees is being paid to Non-Executive Non-Independent Directors.
Independent Directors are paid remuneration by way of Independent Director fees. The remuneration is a fixed fee and determined by the Committee and recommended to the Board for its approval.
The remuneration payable, by the Company to Independent Directors are subject to the conditions specified in the Act and the SEBI Listing Regulations including in terms of monetary limits, approval requirements and disclosure requirements.
All Directors are entitled to be paid all travelling and other expenses they incur for attending to the Companys affairs.
g. Executive Directors Remuneration
The compensation paid to the Executive Directors (including Managing Director) is within the scale approved by the shareholders. The elements of the total compensation, approved by the NRC are also within the overall limits specified under the Act.
The elements of compensation of the Executive Directors are decided by the Board from time to time. In case of inadequacy of profit in any financial year, the remuneration payable to the Executive Directors shall be further subject to the relevant provisions of the Act.
Executive Directors are not paid sitting fees for any Board/ Committee meetings attended by them.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
The scope and functions of the Stakeholder Relationship Committee are in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and its terms of reference as stipulated by the Board are set forth below:
a. Terms of reference for Stakeholders Relationship Committee are:
• Considering and looking into various aspects of interest of shareholders, debenture holders and other security holders
• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/du plicate certificates, general meetings etc.;
• Giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities;
• Issue of duplicate certificates and new certificates on split/consolidation/ renewal, etc.;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the company; and
• Carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
• Resolving the grievances of debenture holders related to creation of charge, payment of interest / principle, maintenance of security cover and any other covenants.
There was one (1) Stakeholders Relationship Committee Meeting held during FY 2024 -25 on October 25, 2024.
Table given below gives the details of Composition and attendance record of the Members of the
Stakeholders Relationship Committee:
| Name of the Members | Designation | Category | No. of Meetings attended/held |
| Mr.Rahul Saraogi | Chairman | Non-Executive Non-Independent director | 1/1 |
| Mrs.Rohini Manian | Member | Independent Director | 1/1 |
| Mr.Gautam Saraogi | Member | CEO and Executive Director | 1/1 |
During the year, the Company did not receive any complaints. No pending complaints as on March 31, 2025.
The Company Secretary acts as the Secretary of the Committee and as the Compliance Officer.
6. RISK MANAGEMENT COMMITTEE
As per Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and provisions of Companies Act, 2013, as amended which requires the Company to lay down procedures about risk assessment and risk minimisation, the Risk Management Committee was constituted pursuant to resolution passed by the Board at its meeting held on August 09, 2021.
a. The scope and functions of the Risk Management Committee are in accordance with the SEBI Listing Regulations and its terms of reference as stipulated by the Board are set forth below:
• Formulation of a detailed risk management policy which shall include:
a. a framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee;
b. measures for risk mitigation including systems and processes for internal control of identified risks; and
c. business continuity plan;
• Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
• Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
• Periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as necessary;
• Keep the Board of directors of the Company informed about the nature and content of its discussions, recommendations and actions to be taken;
• Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);
• To implement and monitor policies and/or processes for ensuring cyber security; and
• Any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
b. There were Two (2) Risk Management Committee Meetings held during FY 2024 -25 on September 20, 2024 and March 25, 2025.
Table given below gives the details of Composition and attendance record of the Members of the Risk Management Committee:
| Name of the Members | Designation | Category | No. of Meetings attended/held |
| Mr.Gautam Saraogi | Chairman | CEO and Executive Director | 2/2 |
| Mr.Rahul Saraogi | Member | Non-Executive Non-Independent director | 2/2 |
| Mr.Srinivasan Sridhar | Member | Independent Director | 2/2 |
| Mr.R.Mohan | Member | Chief Financial Officer | 2/2 |
The Company Secretary acts as the Secretary of the Committee.
7. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Corporate Social Responsibility Committee was constituted as per the Companies Act, 2013. The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act,2013 and its terms of reference as stipulated pursuant to resolution passed by the Board are set forth below.
a. Terms of reference of CSR Committee are:
• Formulate and recommend to the Board, a "Corporate Social Responsibility Policy” which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, as amended and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
• Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (1);
• Monitor the Corporate Social Responsibility policy of the Company and its implementation from time to time; and
• Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board from time to time and/or as may be required under applicable law, as and when amended from time to time.
b. 3 (Three) Corporate Social Responsibility Committee Meetings were held during FY 2024-25
onMay 03, 2024, July 24, 2024 and March 25, 2025.
Table given below gives the details of Composition and attendance record of the Members of the
Corporate Social Responsibility Committee:
| Name of the Members | Designation | Category | No. of Meetings attended/held |
| Mr.Gautam Saraogi | Chairman | CEO and Executive Director | 3/3 |
| Mr.Prakash Kumar Saraogi | Member | Managing Director | 3/3 |
| Mr.Rahul Saraogi | Member | Non-Executive Non-Independent director | 1/3 |
| Mr.Dinesh Madanlal Gupta | Member | Independent director | 3/3 |
The Company Secretary acts as the Secretary of the Committee.
8. SENIOR MANAGEMENT
The following personnel are the Senior Management of the Company.
| S.No. | Name of the Senior Management Personnel | Designation |
| 1. | Mr.Prakash Kumar Saraogi | Managing Director |
| 2. | Mr.Gautam Saraogi | Executive Director & CEO |
| 3. | Mr.R.Mohan | Chief Financial Officer |
| 4. | Ms.Gayathri Kethar | Company Secretary and Compliance Officer |
| 5. | Mr.Joseph Subash Pinto | Head - Operations & Projects |
| 6. | Mr.Jagan Thambi | Head - Logistics, Warehousing & Sourcing |
| 7. | Mr.Arul Murugan | Head - Accounts & Finance |
| 8. | Mr.S.Devanand | Head - Information Technology |
| 9. | Mr.R.Ramakrishnan | Head - Human Resources |
| 10. | Mr.Vatsal Koolwal | Head - Marketing and E- Commerce |
| 11. | Mr.Vijay Srinivas | Head - MBO Sales |
The following changes have happened during the year:
Mr.Vatsal Koolwal was appointed as Head - Marketing & E- Commerce on September 10, 2024 Mr.Vijay Srinivas was appointed as Head - MBO Sales on October 01, 2024.
9. DETAILS OF REMUNERATION PAID TO DIRECTORS
a. The annual remuneration package of Executive Directors comprises a fixed salary component which is as follows:
| Sr. No | Particulars of Remuneration | Mr. Prakash Kumar Saraogi | Mr.Gautam Saraogi |
| 1. | Designation | Managing Director | Executive Director & CEO |
| 2. | Tenure / Service Contract | June 30, 2021 to June 29, 2026 | Nov 17, 2020 to Nov 16, 2025 |
| 3. | Notice Period | As per policy of the Company - 3 months notice period or such shorter period as may be mutually agreed | |
| 4. | Gross Salary (In ^) a) Salary as per the provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) of Income-tax Act, 1961 | 1,32,00,000 | 90,00,000 |
| 5. | Stock Option | - | - |
| 6. | Sweat Equity | - | - |
| 7. | Commission - As % of profit - Others, If any | ||
| 8. | Others | - | - |
| 9. | Total (in ^) | 1,32,00,000 | 90,00,000 |
There is no separate provision for payment of severance pay.
b. Payment to Non- Executive Independent Directors
The remuneration of Non-Executive Independent Directors is given in the Table below:
| Name | Sitting fees | Independent Director fee (in Rs) | Total (in Rs) |
| Mr.Srinivasan Sridhar | 0 | 18,00,000 | 18,00,000 |
| Mr.Dinesh Madanlal Gupta | 0 | 6,00,000 | 6,00,000 |
| Mrs.Rohini Manian | 0 | 6,00,000 | 6,00,000 |
c. All pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the listed entity - The Company has no other pecuniary relationship or transactions other than those stated above.
d. Criteria of making payments to Non-Executive Directors
Criteria of making payments to Non-Executive Directors are as per the nomination and remuneration policy of the Company and the same is available at web link: https://cdn.shopify. com/s/files/1/0598/8158/6848/files/POLICY ON NOMINATION REMUNERATION AND BOARD DIVERSITY 5bc59aa1-fd9c-4b75-992d-cd1c82d94c73.pdf?v=1738566100
10. GENERAL BODY MEETINGS:
a. The details of the Annual General Meetings held in the last three years are as follows:
| Financial Year | Location of the Meeting | S.No. of Meeting | Date & Time |
| 2024 | Through Video Conferencing The Registered office ie. No.43/20, Nungambakkam High Road, Chennai - 600034 was the deemed venue | 14th AGM | August 07, 2024, Wednesday, 10:30 A.M |
| 2023 | Through Video Conferencing The Registered office i.e.,Sathak Center, No.4, 5th Floor, Nungambakkam, Chennai - 600 034 was the deemed venue | 13th AGM | September 05, 2023, Tuesday, 09.30 A.M. |
| 2022 | Through Video Conferencing The Registered office i.e.,Sathak Center, No.4, 5th Floor, Nungambakkam, Chennai - 600 034 was the deemed venue | 12th AGM | September 12, 2022, Monday, 10.00 A.M. |
b. The details of Special Resolutions passed in AGM in the last 3 years are as follows:
| AGM | Date | Particulars |
| AGM | August 07, 2024 | • Payment of remuneration by way of Independent Director Fees to Mr. Srinivasan Sridhar (DIN:00004272), Non-Executive Independent Director for the Financial Year 2024-25, above fifty percent of the total annual remuneration payable to all the Non-Executive Directors of the Company |
| AGM | September 05, 2023 | • Payment of remuneration by way of Independent Director Fees to Mr.Srinivasan Sridhar (DIN:00004272), Non- Executive Independent Director for the Financial Year 2023-24, above fifty percent of the total annual remuneration payable to all the Non-Executive Directors of the Company |
| AGM | September 12, 2022 | • Approval from members for the nomination of one investor Nominee Director as required under clause 105A of Articles of Association of the company. |
| • Increase in payment of remuneration by way of Independent Director fess to Mr.Srinivasan Sridhar (DIN: 00004272), Non-Executive Director for the financial Year 2022-23, above fifty percent of the total annual remuneration payable to all the Non- Executive Directors of the company. | ||
| • Reclassification of Authorised share capital and consequent Alteration of Memorandum of Association. |
No special resolution was passed by the shareholders of the company through postal ballot during the year 2024-25. At present, the Company has no proposal to pass any special resolution through postal ballot.
11. MEANS OF COMMUNICATION:
Website, News & Events
Subsequent to the listing of the Company on November 30, 2021, the Company has been undertaking dissemination of information in line with the SEBI Listing Regulations on its website at https://gocolors. com/pages/investor-relations
The quarterly, half-yearly and yearly results are sent to the Stock Exchanges where the shares of the Company are listed. The results are normally published in "Financial Express” (English Daily) and "Makkal Kural” (Tamil Daily). The results are displayed on the Companys website at https:/gocolors.com/pages/ investor-relations along with press releases and investor presentations made to institutional investors and/ or analysts.
12. GENERAL SHAREHOLDER INFORMATION
| Annual General Meeting | Thursday, September 04, 2025, 10.30 a.m through Video Conferencing ("VC”)/ Other Audio Visual Means ("OAVM”) The Registered office i.e.,No.43/20, Nungambakkam High Road, Chennai - 600034 shall be the deemed venue of the meeting |
| Financial calendar For the financial year 2025-26, the interim results will be announced as follows: June 30, 2025 September 30, 2025 December 31, 2025 March 31, 2026 | On or before August 14, 2025 On or before November 14, 2025 On or before February 14, 2026 On or before May 30, 2026 |
| Date of Book Closure | The period of book closure is fixed from Friday, August 29, 2025 to Thursday, September 04, 2025 (both days inclusive) |
| Dividend Payment date | No dividend is proposed to be declared at the forth coming Annual General Meeting |
| Listing of Equity shares on stock exchange | 1. National Stock Exchange of India Limited (NSE) Exchange Plaza, 5th Floor, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 2. BSE Limited (BSE) P.J. Towers, Dalal Street, Mumbai - 400 001. The Annual Listing fees in respect of both the Stock Exchanges have been paid for the FY 2024-25. |
| In case the securities are suspended from trading, the directors report shall explain the reason thereof | Not Applicable |
| Registrar and the share transfer agent | M/s. Kfin Technologies Limited, having its Operational office at Selenium Building, Tower-B, Plot No. 31 &32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana - 500032 |
| Share Transfer System & dematerialisation of shares and liquidity | The Companys shares are compulsorily traded in dematerialised form. In terms of amended Regulation 40 of SEBI Listing Regulations w.e.f. April 01,2019, transfer of securities in physical form shall not be processed unless the securities are held in the demat mode with a Depository Participant. Further, with effect from January 24, 2022, SEBI has made it mandatory for listed companies to issue securities in demat mode only while processing any investor service requests viz. issue ofdu plicate share certificates, exchange/sub-division/splitting/consolidation of securities, transmission/ transposition of securities. Vide its Circular dated January 25, 2022, SEBI has clarified that listed entities/ RTAs shall now issue a Letter of Confirmation in lieu of the share certificate while processing any of the aforesaid investor service request. |
| Distribution of Shareholding | Ref Table - I |
| Non-Convertible Debentures (NCDs) | The Company has not issued NCDs. |
| Details of the outstanding ADRS / GDRS / Warrants or convertible instruments | NA |
| Unclaimed Dividend and IEPF shares | NA |
| Commodity price risk or foreign exchange risk and hedging activities | In terms of provisions of Regulation 34(3) of the SEBI Listing Regulations read with SEBI Circular dated 15th November, 2018, companies are required to make necessary disclosures about the Risk Management Policy with respect to commodities in the Corporate Governance Report. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Companys exposure to the risk of changes in foreign exchange rates relates primarily to its operating activities (when revenue or expense is denominated in foreign currency). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established Risk Management policies. |
| Warehouse locations | > Tirupur - S.F.No.155/2, Punjai, Pongupalayam Village, Tirupur Taluk, Avinashi Sub Registration District, Coimbatore Registration District > Thane - Building no. A/12, Mumbai Nashik Highway, Opposite Tata Amantra, Pimplas, Bhiwandi, Thane District, Maharashtra |
| Company Secretary and Compliance Officer | Ms. Gayathri Kethar |
| Address for Correspondence | Registered Office: Ms.Gayathri Kethar, Company Secretary & Compliance Officer, Go Fashion (India) Ltd., No. 43/20, Nungambakkam High Road, Chennai - 600034 Ph: 044-42 111 777 E mail id: investor.relations@gocolors.com Kfin Technologies Limited Registrar and Share Transfer Agents Selenium Building, Tower-B, Plot No. 31 & 32 Financial District, Nanakramguda, Serilingampally Hyderabad, Rangareddi, Telangana - 500032 Tel No: 040-67162222 E mail ID: einward.ris@kfintech.com Website: www.kfintech.com |
| List of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds, whether in India or abroad. | The details of Credit ratings obtained by the entity, forms part of the Boards report. |
TABLE - I
Distribution of Shareholding as on March 31, 2025
Number of Shares held |
Number of Folios | % of Shareholding |
1-5,000 |
25,060 | 98.51 |
5,001-10,000 |
147 | 0.58 |
10,001-20,000 |
70 | 0.27 |
20,001-30,000 |
25 | 0.10 |
30,001-40,000 |
14 | 0.06 |
40,001-50,000 |
9 | 0.03 |
50,001-1,00,000 |
27 | 0.10 |
1,00,001 & Above |
88 | 0.35 |
Total |
25,440 | 100.00 |
TABLE II
Categories of Shareholders as on March 31, 2025
| Category | No. of Shares of Rs 10 each | % of Shareholding |
| Promoter & Promoter Group | 2,85,08,648 | 52.79 |
| Bodies Corporate (including Foreign Bodies Corporate) | 1,08,787 | 0.20 |
| Mutual Funds | 1,35,86,406 | 25.16 |
| Non-Resident Indians | 63,450 | 0.12 |
| Foreign Portfolio Investors | 63,21,682 | 11.70 |
| Alternate Investment Funds | 1,83,871 | 0.34 |
| Individuals | 10,14,437 | 1.88 |
| Others | 42,21,703 | 7.81 |
| Total | 5,40,08,984 | 100.00 |
Table III
Dematerialisation of Shares
As on March 31, 2025, the breakup of the total shares of your Company was as under:
| Particulars | No. of shares | Percentage of Total Number of Shares |
| Held in dematerialised form in CDSL | 19,14,883 | 3.55 |
| Held in dematerialised form in NSDL | 5,20,94,100 | 96.45 |
| Physical | 1 | 0.00 |
| Total | 5,40,08,984 | 100.00 |
13. RECONCILIATION OF SHARE CAPITAL AUDIT
Quarterly audit was conducted by a Practising Company Secretary, reconciling the issued and listed capital of the company with the aggregate of the number of shares held by investors in physical form and in the Depositories and the said certificates were submitted to the Stock Exchanges within the prescribed time limit. As on March 31, 2025, there was no difference between the issued and listed capital and the aggregate of shares held by investors in both physical form and in electronic form.
5,40,08,983 equity shares representing 99.9999% of the paid-up equity capital are in dematerialised form as on March 31, 2025.
14. IEPF SHARES
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF”).
In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remains to be paid and required to be transferred to the IEPF by the Company during the year ended March 31, 2025.
15. OTHER DISCLOSURES
a. Related Party Transactions
All transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arms length pricing basis.
There was no materially significant related party transaction having potential conflict with the interests of the Company during the year. Transactions with related parties, as per the requirements of Indian Accounting Standard 24, are disclosed in the notes to accounts annexed to the financial statements.
In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained prior approval of the Audit Committee for entering into transactions with related parties. The approved policy for related party transactions has been uploaded on the Companys website at https://cdn. shopify.com/s/files/l/0598/8158/6848/files/ RELATED PARTY TRANSACTION POLICY c965eb59-f225-41b0-b6ba-94b353620e45. pdf?v=1738566101
b. Details of non-compliance
There have been no instances of non- compliance by the company on any matters related to the capital markets, nor any penalty/strictures been imposed on the company by the Stock Exchanges or SEBI or any other statutory authority on such matters. The disclosure of compliances with respect to Corporate Governance requirements as specified in Regulation 17 to 27 and sub-regulation (2) of Regulation 46 is made in the Corporate Governance Report.
c. Vigil mechanism / Whistle Blower Policy
The Company has formulated a Whistle Blower Policy and has established a mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy.
The Vigil Mechanism / Whistle Blower Policy broadly covers a detailed process for reporting, handling and investigation of fraudulent activities and providing necessary protection to the employees who report such fraudulent activities/unethical behaviour. All suspected violations and reportable matters are reported to the Chairman of the Audit Committee directly. The company affirms that no personnel have been denied access to the Audit Committee.
Further details are available in the Whistle Blower policy of the Company posted in Company Website at https://cdn.shopify. com/s/files/1/0598/8158/6848/files/VIGIL MECHANISM WHISTLE BLOWER POLICY. pdf?v=1733556140
d. Compliance with Mandatory Requirements
Post listing of shares of the Company on November 30, 2021, your Company has complied with all the mandatory requirements of the Listing Regulations relating to Corporate Governance.
The Company also fulfilled the following non-mandatory requirements as specified in Part E of the Schedule II of the SEBI Listing Regulations:
Regarding compliance with non-mandatory requirements, the following is the status:
> Chairman of the Board - Separate Office for Chairperson is not provided at the Registered Office of the company.
> Shareholders Rights - Half-yearly declaration of financial performance are not currently sent to each of the household of Shareholders but are published in terms of Regulation 47(3) of Listing Regulations in newspapers and also sent to the Stock Exchanges.
Besides, all the Quarterly / Half-yearly / annual financial results are published on the Companys website.
> Modified opinion in Audit Report -
During the year under review, there was no audit qualification in the Independent Auditors Report on the Companys financial statements. The Company continues to adopt best practices to ensure a regime of unqualified financial statements.
> Separate posts of Chairperson, Managing Director and Chief Executive Officer - currently the posts of Chairperson, Managing Director and Chief Executive Officer are held by different persons.
> Reporting of internal Auditor -
Internal Auditors of the Company are not directly reporting to the Audit Committee. However, Internal Auditors are making quarterly reports to the committee and they are invited for all the Audit Committee meetings.
e. Web Link Where Policy for Determining Material Subsidiary is Disclosed
The Company has formulated a Policy for Determining Material Subsidiaries and the same is available on the Companys website: https://cdn.shopify.com/s/ files/l/0598/8158/6848/files/POI ICY ON MATERIAL SUBSIDIARIES 912d004a-7004- 4a65-8c6a-5919b72efd5f.pdf?v=1733556140
The Company does not have any material subsidiary.
f. Disclosure of commodity price risks and commodity hedging activities
The Company has not entered into any commodity hedging activities.
g. Details of Utilisation of Funds Raised Through Initial Public Offer / Preferential Allotment / QIP
Not Applicable.
h. Certificate from Practising Company Secretary confirming Directors are not debarred / disqualified
A Certificate from a Company Secretary in Practice has been obtained (Annexure V) confirming that none of the Directors on the board of the company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority.
i. Confirmation by the Board of Directors- acceptance of recommendation of mandatory Committees
I n terms of the amendments made to the SEBI Listing Regulations, the Board of Directors confirm that during the year, it has accepted all recommendations received from its mandatory Committees.
j. Statutory Auditor Fee Particulars
M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants are the Statutory Auditors of the Company. The total fee paid for the year 2024 -25 to Statutory Auditors is given below:
| S. No. | Description of the Service | Fees (Rs In Lakhs) |
| (i) | Statutory Audit | 33.00 |
| (ii) | Limited Review Report* | 12.00 |
| (iii) | Other Certification charges* | 0.51 |
| Total | 45.51 |
^Includes fees paid to erstwhile Auditors towards Limited Review Report issued for Q1 FY 24 -25.
k. Disclosure as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has constituted Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of sexual harassment complaints for the year ended March 31, 2025 are furnished as under:
| 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 |
l. Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount
Not Applicable.
m. Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries
Not Applicable.
n. In the preparation of financial statement there is no differential treatment from the prescribed Accounting Standards.
o. Certificate from Practicing Company Secretary, confirming the compliance with all the conditions of Corporate Governance as stipulated in SEBI (LODR) 2015 forms part of this report
p. Disclosures with respect to demat suspense account/ unclaimed suspense account - Not Applicable.
q. Report on Corporate Governance
This Chapter read together with the “Annexure VI to Corporate Governance”, constitutes the Compliance Report on Corporate Governance for 2024-25.
This Corporate Governance Report of the Company for the financial year ended March 31, 2025 is in compliance with the requirements of Corporate Governance under the SEBI Listing Regulations, as applicable.
The Company has complied with all the applicable requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations, to the extent applicable.
r. Chief Executive Officer & Chief Financial Officer Certification
The Chief Executive Officer and Chief Financial Officer of the Company have given annual certificate on financial report sand internal controls to the Board in terms of Regulation 17 (8) of the SEBI Listing Regulations and the said certificate is annexed with this report as Annexure VII.
The Chief Executive Officer and Chief Financial Officer also jointly issued a quarterly compliance certificate on financial results and place the same before the Board in terms of Regulation 33(2) of the SEBI Listing Regulations.
s. There are no agreements that require disclosure under Regulation 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations
Declaration affirming compliance of Code of Conduct
We, Prakash Kumar Saraogi, Managing Director and Gautam Saraogi, Executive Director & Chief Executive Officer of Go Fashion (India) Limited, hereby declare that all the members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2025.
| 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: August 01, 2025 |
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