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Go Fashion India Ltd Directors Report

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Go Fashion India Ltd Share Price directors Report

Dear Members

The Directors take pleasure in presenting the 16th Annual Report on the business and operations of Go Fashion (India) Limited (the Company) together with the Audited Financial Statements for the financial year ended March

31, 2026.

Financials

The financial statements of the Company have been prepared in conformity with Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (Ind AS) and other accounting principles generally accepted in India. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. Key aspects of the Companys financials for the fiscal year ended March 31, 2026 are tabulated below:

(Amount H in Lakhs)

Particulars Year ended March 31, 2026 Year ended March 31, 2025
Revenue from operations 83,800.94 84,816.73
Less: Expenses 60,089.95 58,020.89
EBITDA 23,710.99 26,795.84
Less:
Finance Cost 4,936.69 4,635.13
Depreciation 13,466.73 12,369.42
Add:
Other income 2,595.97 2539.15
Profit before Tax 7,903.53 12,330.44
Less: Tax expenses (including deferred Tax) 1,985.91 2,980.57
Profit after Tax 5,917.62 9,349.87
Add: Total Other Comprehensive (loss)/Income 6.28 2.11
Total Comprehensive Income for the year 5,911.34 9,347.76

Overview of Companys Financial Performance

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

Revenue from operations for the year stood at

H83,800.94 lakhs, as compared to H84,816.73 lakhs in the previous financial year, reflecting a marginal decline of 1.20%. While consumer demand remained relatively subdued during certain periods of the year, the Company continued to strengthen its market presence through disciplined store expansion, improved customer engagement and focused merchandising initiatives. The Company recorded sales of 136.13 lakh pieces during FY 2025-26 as against 145.18 lakh pieces in the previous financial year, representing a decline of 6.23%. The moderation in sales volume reflects a cautious demand environment across discretionary apparel categories. Nevertheless, the Company continued to leverage its differentiated category leadership in womens bottom wear, extensive product portfolio, omni-channel presence and data-driven merchandising capabilities to enhance customer reach and improve conversion across channels.

EBITDA for the year stood at H23,710.99 lakhs, compared with H26,795.84 lakhs in the previous financial year, registering a decline of 11.51%. The reduction in EBITDA was primarily attributable to lower operating leverage arising from moderated sales volumes, together with continued investments in retail expansion, technology, supply chain capabilities and brand-building initiatives. These investments are aligned with the Companys long-term strategy of strengthening its competitive positioning and supporting scalable growth.

Profit After Tax (PAT) for FY 2025-26 stood at H5,917.62 lakhs, compared to H9,349.87 lakhs in the previous financial year, reflecting a decline of 36.71% The decrease in profitability was driven by lower operating performance, higher depreciation and finance costs associated with the Companys ongoing expansion and investments in business capabilities.

Despite the moderation in earnings during the year, by the Company remains financially a scalable business model, prudent capital allocation, robust governance framework and continued focus on operational efficiencies. Going forward, the Company remains well positioned to capitalise on the long-term growth opportunities in Indias organised apparel retail market through disciplined execution, category expansion and sustained investments in customer experience and digital capabilities.

Introducing Multi-Category Offering

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

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

Dividend

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

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as SEBI Listing Regulations), the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed on the website of the company at https://cdn.shopify.com/s/files/1/0598/ 8158/6848/ files/DIVIDEND_DISTRIBUTION_POLICY_71b1c0c0-c8d3-460b-bf44-6219fd8c7797.pdf?v=1738566100

Transfer to Reserves

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

Particulars Standalone ( J In lakhs)
Net profit for the year 5,917.62
Balance of Reserves at the 64,336.52
beginning of the year
Balance of Reserves at the end of 63,769.86
the year

For complete details on movement in Reserves and

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

Change in Nature of Business

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

Share Capital

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

The Authorized Share Capital of the Company is H105,00,00,000 (Rupees One Hundred and Five Crores only) comprising of 10,50,00,000 (Ten Crores Fifty Lakhs only) equity shares of face value of H10/- each. The company has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

Buyback

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

The settlement of bids and payment of buyback consideration was made on February 27, 2026 and the shares were extinguished on March 09, 2026. The Shareholders payout with respect to buyback including tax on buyback (excluding transaction costs, other incidental and related expenses) aggregated to

H64.99 crores.

Credit Rating

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

Ratings of CRISIL

Facilities Ratings Rating Action
Long Term Rating CRISIL A+/Stable Reaffirmed
Short Term Rating CRISIL A1+ Reaffirmed

Ratings of ICRA

Facilities Ratings Rating Action
Long Term Rating [ICRA] A1+ Reaffirmed
Short Term Rating [ICRA] A+ Reaffirmed

Directors & Key Managerial Personnel

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of the Company. The detailed terms of reference of Nomination and Remuneration

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

As on the date of this report, the Companys

Management consists of the following Directors and Key Managerial Personnel:

Sr. No. Name of the Director & KMP Designation
1. Mr.Srinivasan Sridhar Chairman &
Independent Director
2. Mr.Prakash Kumar Executive Director &
Saraogi Managing Director
3. Mr.Gautam Saraogi Executive Director
&Chief Executive Officer
4. Mr.Vinod Kumar Saraogi Non- Executive Non-
Independent Director
5. Ms.Rohini Manian Independent Director
6. Mr.Dinesh Madanlal Independent Director
Gupta
7. Ms. Sakshi Vijay Chopra* Independent Director
8. Mr.R.Mohan Chief Financial Officer
9. Ms.Gayathri Kethar Company Secretary &
Compliance Officer

*appointed w.e.f. 17 th November 2025

The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act,

2013 and Regulation 17 of the SEBI Listing Regulations.

Declaration from Independent Directors

The Independent Directors of the Company have registered themselves in the online database of

Independent Directors maintained by Indian Institute of

Corporate Affairs (IICA) for the said purpose. The Company has received necessary declaration from each independent director under Section 149(7) of the

Companies Act, 2013, that he / she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015. In the opinion of the Board, all the Independent Directors possess the requisite expertise, experience and proficiency, and they hold highest standards of integrity, and they fulfil the conditions specified in the and the Rules made thereunder and are independent of the management.

Separate Meeting of Independent Directors

The Independent Directors of the Company had met during the year on March 25, 2026 to review the performance of Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and also assessed the quality, quantity and timelines of flow of information between the Company management and the Board without the presence of the Non-Independent Directors and members of the Management. Details regarding the same is provided in the Corporate Governance Report forming part of the Annual Report of the Company.

Directors Retiring by Rotation

Pursuant to the provision of section 152 of the

Companies Act, 2013, Mr. Vinod Kumar Saraogi, Non-

Executive Non-Independent Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting (AGM) of the Company, has offered himself for reappointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India are contained in the accompanying Notice convening the ensuing AGM of the Company. An appropriate resolution seeking the shareholders approval to his reappointment as Director is included in the Notice of the

AGM as Annexure I .

Appointment of Directors

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

2025, to hold office for a term of five years commencing from November 17, 2025 to November 17, 2030, through

Postal Ballot for which the results were declared on December 19, 2025.

Board and Committee Meetings

The Board of Directors met Four (4) times during the financial year 2025-26. The details of the meetings and the attendance of the Directors are mentioned in the

Corporate Governance Report.

The Board of Directors of the Company have formed various Committees, as per the provisions of the

Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of these Committees is in compliance with the applicable laws. In order to ensure focused attention on business and for better governance and accountability, the Board has constituted the following Committees: a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholders Relationship Committee; d) Corporate Social Responsibility Committee; e) Risk Management Committee; The details with respect to the composition, terms of reference, number of meetings held and business transacted by the aforesaid Committees are given in the Corporate Governance Report of the Company which is presented in a separate section and forms a part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act,

2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual Performance Evaluation of the Board, its Committees and of individual directors in the format

(questionnaire) prescribed by the Nomination and

Remuneration Committee of the Company.

The structured questionnaire covers various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors (without participation of the relevant Director) was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

Familiarisation Programme

Pursuant to the SEBI Regulations, the Company has related party transaction made by the worked out a Familiarisation Programme for the

Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the

Company, nature of Industry in which the Company operates, business model of the Company etc.

Through the Familiarisation Programme, the Company apprises the Independent directors about the business model, corporate strategy, business plans, finance, human resources, technology, quality, facilities, risk management strategy, governance policies and operations of the Company. Details of Familiarisation

Programme of Independent Directors with the Company are available on the website of the company at https:// cdn.shopify.com/s/files/1/0598/8158/6848/files/

FAMILIARISATION_PROGRAMME_FOR_INDEPENDENT_ DIRECTORS_8412e3e5-30c4-47c5-8c01-28dcc7c0d795. pdf?v=1657891554

Human Resources and Industrial Relations

The Company has a constant focus on attracting, developing and retaining talent. We believe that our employees are our key strength, and their development and well-being is crucial to sustain organizational success. The company is constantly engaging in several initiatives to develop employees holistically to ensure that we have competent employees in all areas of the business. We are implementing several robust

HR practices and processes to enhance employee experience and engagement to deliver exemplary results. Some of these initiatives include structured talent management processes, leadership development, competency development, employee engagement and well-being, rewards and recognition, performance management and so on.

Right environment and resources are provided to ensure the employees reach their maximum potential.

Leadership development initiatives include providing the necessary experience, exposure and education to ensure employee readiness to execute critical roles and responsibilities. We have a robust induction and training process for new talent, to ensure safety and quality standards are adhered to. All new employees are required to go through detailed technical and behavioural trainings in their respective domain areas to ensure productivity is achieved along with safety and quality.

Subsidiary Companies, Associates & Joint Ventures

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

Related-Party Transactions

All related party transactions that were entered during the financial year were at arms length basis and were in the ordinary course of business. There was no materially significant with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest . ofthe Company atlarge

In accordance with the requirements of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Company has a Policy on Related Party Transactions which can be viewed at https://cdn.shopify.com/s/files/ 1/0598/8158/6848/files/ RELATED_PARTY_TRANSACTION_POLICY_c965eb59-f225-41b0-b6ba-94b353620e45.pdf?v=1738566101 There were no material transactions with related parties. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of

Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.

Related party transactions pursuant to the SEBI (LODR) Regulations 2015 and the Companies Act, 2013 are provided in notes to the financial statements.

Public Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Particulars of Loans, Guarantees or Investments

No Loans, Guarantees or Investments were made by the company during the financial year 2025-26.

Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards (IND-AS) recommended by the Institute of Chartered Accountants of India (ICAI) and prescribed by the Central Government.

Auditors

(a) Statutory Auditors:

In accordance with the provisions of section 139 of the Companies Act 2013 and the rules made thereunder M/s. Price Waterhouse Chartered

Accountants LLP (Firm Registration No. 012754N/ N500016), the Statutory Auditors of the company shall hold office from the conclusion of the 14 th Annual General Meeting till the conclusion of the 19 th Annual General Meeting of the company at a remuneration fixed by the Board of Directors the Company in consultation with the Auditors, as recommended by the Audit Committee. The Independent Auditors Report(s) to the Members of the Company in respect of the Financial Statements for the financial year ended March 31, 2026 form part of this Annual Report and does not contain any qualification(s), remarks or adverse observations.

(b) Cost Auditors:

The Company is not engaged in the business of production of goods or providing of Services.

Accordingly, the Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, the Audit Committee and the Board have evaluated and recommend the appointment of M/s. Sridharan & Sridharan

Associates, Peer Reviewed Practicing Company Secretary, (Firms Registration No. P2022TN093500), as the Secretarial Auditor of the Company, for a period of five years (First Term) from the conclusion of this 15 th Annual General Meeting till the conclusion of the 20 th Annual General Meeting to be held in the financial year 2029-2030 subject to the approval of the Shareholders. The report of the

Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure IV . There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditors in their report.

(d) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts)

Rules, 2014, M/s.Mohan & Venkataraman LLP,

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

2025-26.

Instances of Fraud, if any, Reported by the Auditors

During the year under review, the Statutory Auditors,

Secretarial Auditors, Internal Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that: The Annual Accounts have been prepared in conformity with the applicable Accounting

Standards and there is no material departure;

They have selected such Accounting Policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company at the end of financial year 2025-26 and of the profit for that period; sufficientcare has been taken and Proper and that adequate accounting records have been maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities; The Annual Accounts have been prepared on a going concern basis; The internal financial controls laid down by the Company were adequate and operating effectively;and The systems have been devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

Risk and Control

Through the Risk Management Committee, the Board of Directors oversees the Companys Risk Management.

Risk Management Policy

The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Company has formed a Risk Management Committee which defines the risk management approach of the Company and includes provided by Chief Executive Officer collective identification business their process of identification, and optimisation of such risks. The Risk Management

Policy is uploaded on the website of the Company and can be accessed through the following weblink: https://cdn.shopify.com/s/files/ 1/0598/8158/6848/files/ RISK_MANAGEMENT_POLICY_c690b527-eb31 -4eee-b5f8-7ca3f0b64377.pdf?v=1738566100

Internal Control Systems

The Company is committed to maintaining the highest standards of internal controls. We have deployed controls through appropriate policies, procedures and implemented a robust Internal Financial Control system that encompasses the following:

- Key processes affecting the reliability of the Companys financial reporting together with the required controls

- Periodic testing of controls to check their operational effectiveness

- Prompt implementation of remedial action plans arising out of tests conducted

- Regular follow-up of these action plans by senior management

In addition, the Internal Auditor performs periodic audits in accordance with the pre-approved plan.

They report on the adequacy and effectiveness of the internal control systems and provide recommendations for improvements.

Audit findings along with management response are shared with the Audit Committee. Status of action plans are also presented to the Audit Committee which reviews the steps taken by the management to ensure that there are adequate controls in design and operation. and The Certificate Chief Financial Officer in the Certification Section of the of risks impacting the Companys

Annual Report discusses the adequacymitigation of the internal control systems and procedures.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

As required by the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given as below:

A. Energy conservation measures taken:

The Company has always been on the lookout for energy efficient measures of operation and values energy conservation through efficient utilization of the latest technologies. Efforts have been made to ensure optimal usage of energy, avoid wastage and conserve energy. As an ongoing process, the Company continues to undertake energy conservation measures to minimize the usage of energy. Below are some of our conscious efforts in energy conservation:

Usage of During the year, the Company strengthened its energy conservation initiatives by
Inverter air equipping approximately 80 new retail stores with energy-efficient LED lighting systems
conditioners and inverter air conditioners to optimise power consumption. Energy-efficient signages
& LED lights to and digital displays were deployed across stores, while occupancy sensors were introduced
optimize power in trial rooms to minimise unnecessary electricity usage. Motion sensor lighting has also
consumption been installed in washrooms at the corporate office.
electricity consumption across its operations and undertakes preventive maintenance and
servicing of air conditioning systems and other electrical equipment to ensure optimal
Employee awareness programmes are also conducted performanceandenergyefficiency.
to encourage responsible energy usage and conservation practices. Cost of energy
consumed by the Company continues to form an insignificant portion of the total operating
cost and, accordingly, the financial impact of these initiatives is not material.
Steps taken by The Companys 10 KW rooftop solar power system installed at its Corporate Officecontinues
the company to remain operational and contributes towards reducing dependence on conventional
for utilising grid power. The Company continues to monitor the performance of the solar installation
alternate and evaluate opportunities for increasing the use of renewable and alternate sources of
sources of energy at other locations, wherever commercially viable and operationally feasible.
energy
Capital Capital investment on energy conservation equipment during the financial year was not
investment material.
on energy
conservation
equipment

B. Technology Absorption:

There is no material action on technology absorption under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014.

C. Expenditure incurred on Research & Development: NIL

D. The foreign exchange earnings and outgo during the reporting period is as under: or material

(Rupees in lakhs)

FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange inflows 58.20
Foreign exchange outflows 10,672.23

Corporate Social Responsibility (CSR)

The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2026, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this report as Annexure II. The policy on Corporate Social Responsibility is available on the Companys website at: https://cdn.shopify. com/s/files/1/0598/8158/ 6848/files/CORPORATE_ SOCIAL_RESPONSIBILITY_POLICY_022afe7c-4138-4be3-bcbe-7f793c731186.pdf?v=1733556140

Prevention of Insider Trading

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders including Specified Persons and Designated Persons, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. Ms.Gayathri Kethar, Company Secretary is the

Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at https://cdn.shopify.com/s/ files/1/0598/ 8158/6848/files/INSIDER_TRADING_ POLICY_6637b 578-0ff8-4a72-a7d9-1e30258c6119. pdf?v=1738566100

Changes and Commitments affecting

Financial Position of the Company

There were no material changes which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report affecting financial position of the Company.

Material Orders of Regulators/Courts/ Tribunals

orders were passed by the Nosignificant

Regulators or Courts or Tribunals which impact the going concern status and Companys operations in the future.

Share Registrar & Transfer Agent (R&T)

KFin Technologies Limited is the Registrar and Share Transfer Agent of the company.

Remuneration of Directors and Employees

Three (3) employees are in receipt of remuneration of not less than H1,02,00,000/- (Rupees One crore and two Lakhs) who is employed throughout the year. No such employee was employed for part of the year.

Disclosures concerning the remuneration of Directors, KMPs and employees as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Report as Annexure III.

However, as per the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the Members and others entitled thereto, excluding the information on employees remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosure is available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to companysecretary@gocolors.com

The Directors affirm that the remuneration is as per the remuneration policy of the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.

Corporate Governance

Report on Corporate GovernanceandCertificateby the

Practising Company Secretary of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are provided in a separate section and forms part of the Annual Report of the Company.

Business Responsibility and Sustainability Report

A Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report.

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, the Company has not received any complaints on sexual harassment.

Particulars No. of complaints
Number of complaints pending in the NIL
beginning of the financial year
Number of complaints filed during NIL
the financial year
Number of complaints disposed of NIL
during the financial year
Number of cases pending for more NIL
than ninety days.
Number of complaints pending as on NIL
end of the financial year

Statement on Compliance with the

Maternity Benefit Act, 1961

The Company confirms compliance with all applicable provisions of the Maternity Benefit Act, 1961. Necessary policies and support systems are in place to ensure the welfare of women employees, and no instances of non-compliance were reported during the year.

Vigil Mechanism

The Company has formulated a Vigil Mechanism and Whistle Blower Policy intending to provide a mechanism for employees to report violations. It also assures them of the process that will be observed to address the reported violation. The Policy also lays down the procedures to be followed for tracking complaints, giving feedback, conducting investigations and taking disciplinary actions. It also provides assurances and guidelines on confidentiality and protection from reprisal to complainants.

Any incident that is reported is investigated and suitable action is taken in line with the Policy.

The Whistle Blower Policy of the Company is posted on the website of the Company and can be accessed at the weblink: https://cdn.shopify.com/s/ files/1 /0598/8158/ 6848/files/VIGIL_MECHANISM_ WHISTLE_BLOWER_POLICY.pdf?v=1733556140 The Company had not received any complaint under the Whistle Blower Policy during the year under review.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://gocolors.com/form_mgt-7_fy26

Listing fees

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

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

Proceedings under Insolvency and Bankruptcy Code

Not applicable.

Details of one-time settlement with Bank

Not applicable.

Cautionary Statement

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

Acknowledgements

The Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance.

The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and stakeholders for their continued support extended to the Company and the Management.

On behalf of the Board of Directors

For Go Fashion (India) Limited

Mr. Prakash Kumar Saraogi Mr. Gautam Saraogi
Managing Director Executive Director & CEO
DIN: 00496255 DIN: 03209296
Place: Chennai
Date: July 30, 2026

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Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.