8. Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements,
including prior shareholders’ approval.

We propose to utilize the Net Proceeds towards funding roll out of 120 new EBOs, funding working capital
requirement and general corporate purposes. For further information of the proposed objects of the Offer, see
“Objects of the Offer” on page 92. At this stage, we cannot determine with any certainty if we would require the
Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment,
business conditions, economic conditions or other factors beyond our control. In accordance with Sections 13(8)
and 27 of the Companies Act 2013, we cannot undertake any variation in the utilization of the Net Proceeds
without obtaining the shareholders’ approval through a special resolution. In the event of any such circumstances
that require us to undertake variation in the disclosed utilization of the Net Proceeds, we may not be able to obtain
the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’
approval may adversely affect our business or operations.

Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with
our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as
prescribed by SEBI. Additionally, the requirement on Promoters to provide an exit opportunity to such dissenting
shareholders may deter the Promoters from agreeing to the variation of the proposed utilization of the Net
Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoters
or the controlling shareholders of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity at the price prescribed by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized
proceeds of the Offer, if any, or vary the terms of any contract referred to in the Red Herring Prospectus, even if
such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change
in our business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, or varying
the terms of contract, which may adversely affect our business and results of operations.

9. We may be unable to adequately protect our trademarks, including ‘GO GOLORS’ and G0! COLORS! , and an
inability to protect or use our intellectual property rights may adversely affect our business.

We have six trademarks pertaining to our brand name, all of which are applied for but are pending registration
under the Trade Marks Act, 1999, as amended. Our Company has made applications seeking registration of the
trademarks ‘Go Colors! — The Art of Dressing Down’, ‘GO COLORS !? and 6 S22" "> applied under
class 25. While our Group Company, Meridian Global Ventures Private Limited (“Meridian”), had made
applications seeking registration of the trademarks * © @!Qrs’,* S@=>, and ‘GO COLORS’ under class
25, the rights, title and interest in these trademarks have been assigned perpetually to our Company by way of
an assignment deed dated January 10, 2018, entered into between our Company and Meridian, pursuant to which
our Company is required to pay a one-time consideration fee of 2 0.01 million to Meridian. Further, the
application for registration of the trademark ‘GO COLORS’, under class 25, has been opposed by a third-party
on various grounds seeking, among other things, refusal of the application to register the trademark. The status
of trademark applications are as set out below:

 

 

 

 

 

 

. et Date of -. .
Se | Trademark me ee este oe | acerca a eee ene erate Sarin ert |e
0. trademark | authority inal) number opposition
application
‘Applied for registration by Go Fashion (India) Limited
1. | GOCOLORS!—Logo | Class25 | Registrarof | May 11, | 2960170 | Pending under | Counter Common usage
’ Trademarks | 2015 opposition Statement filed | of the word
GOCOLORS! on December | ‘Colors’
20, 2017 against
opposition
notice received
on Octoberl6,
2017
2, | GO COLORS! happy legs | Glass 25 | Registrar of | August 16, | 3034947 | Pending under | Counter Common usage
- Label Trademarks | 2015 opposition Statement filed | of the word
- “ -F on April, 12 | ‘Colors’
GO COLORS! 2017 against
happy legs opposition

 

notice received
on February 23,
2017

 

 

 

 

 

 

 

 

31

 
