UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
20-F/A



Amendment
No. 1



(Mark
One)



|[  ] | REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------------
|     |                                                                                                   
|[X]  | ANNUAL REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          



For
the fiscal year ended January 31, 2018



OR



|[  ] | TRANSITION REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from ______ to _______.



OR



|[  ] | SHELL COMPANY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | -----------------------------------------------------------------------------------------------



Date
of event requiring this shell company report



Commission
File Number: 001-38544



|NAKED
    BRAND GROUP LIMITED                                                              
|-------------------------------------------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)                                 
|                                                                                           
|N/A                                                                                        
|(Translation
    of Registrant’s name into English)                                        
|                                                                                           
|Australia                                                                                  
|(Jurisdiction
    of incorporation or organization)                                        
|                                                                                           
|c/o
    Bendon Limited                                                                     
|Building
    7C, Huntley Street                                                            
|Alexandria                                                                                 
|NSW
    2015, Australia                                                                    
|+61
    2 9384 2400                                                                        
|(Address
    of principal executive offices)                                               
|                                                                                           
|Justin
    Davis-Rice, Chief Executive Officer                                             
|Naked
    Brand Group Limited                                                              
|c/o
    Bendon Limited                                                                     
|Building
    7C, Huntley Street                                                            
|Alexandria                                                                                 
|NSW
    2015, Australia                                                                    
|+61
    2 9384 2400                                                                        
|(Name,
    telephone, e-mail and/or facsimile number and address of Company contact person)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Name
    of each exchange on which registered
|----------------------- |  | ---------------------------------------------
|Ordinary Shares         |  | The Nasdaq Capital
    Market                



Securities
registered pursuant to Section 12(g) of the Act:



|None            
|----------------
|(Title of class)



Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report. At June 19, 2018, 22,958,378 ordinary shares were issued and outstanding.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
[  ] No [X]



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Yes
[  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes
[X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
[X] No [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large
    accelerated filer [  ] | Accelerated
    filer [  ] | Non-accelerated
    filer [X]  
|-------------------------------- | -------------------------- | -------------------------------
|                                 |                            | Emerging growth company
    [X]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP
    [  ] | International
    Financial Reporting Standards as issued by the International Accounting
    Standards Board | [X] | Other [  ]
|------------------ | ------------------------------------------------------------------------------------------------------------- | --- | ----------



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.

Item
17 [  ] Item 18 [  ]



If
this report is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).

Yes
[  ] No [X]


















EXPLANATORY
NOTE



This
Amendment on Form 20-F/A is being filed by Naked Brand Group Limited as Amendment No. 1 to its annual report on Form 20-F for
the fiscal year ended January 31, 2018, as filed with the Securities and Exchange Commission on June 28, 2018, solely for the
purpose of updating disclosures regarding our home country corporate governance practices under “Item 16G – Corporate
Governance.”



This
Form 20-F/A makes no changes to the consolidated financial statements of Naked Brand Group Limited. Other than what is stated
above, this Form 20-F/A does not amend, update or restate the information in any other item of the Form 20-F as originally filed
on June 28, 2018 or reflect any events that have occurred after the original filing of the Form 20-F on June 28, 2018.



Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 20-F/A also contains new certifications pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form 20-F/A and this
Form 20-F/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and
5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Form 20-F/A,
no new certifications are being made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.











AMENDMENTS
TO PART II



Item
16G on page 57 of the annual report on Form 20-F is hereby replaced in its entirety by the following:



ITEM
16G. CORPORATE GOVERNANCE



The
Nasdaq Listing Rules allow foreign private issuers, such as the Company, to follow home country corporate governance practices
(in our case Australian) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In order to rely on this
exception, we are required to disclose each Nasdaq Listing Rule that we do not follow and describe the home country practice we
do follow in lieu thereof. In accordance with this exception, we intend to follow Australian corporate governance practices in
lieu of the following Nasdaq corporate governance standards:



| | ● | We
    will follow Australian law and corporate governance practices in lieu of the requirement under the Nasdaq Listing Rules to
    have a majority of board of directors be comprised of independent directors. Australian law and generally accepted business
    practices in Australia do not require that a majority of our board of directors be independent and, accordingly, we will claim
    the exemption for foreign private issuers with respect to the Nasdaq majority of independent directors requirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | We
    will follow Australian law and corporate governance practices in lieu of the requirement under Nasdaq Listing Rules that a
    quorum for a meeting of shareholders may not be less than 33 1/3% of the outstanding shares of an issuer’s voting ordinary
    shares. In compliance with Australian law, our constitution provides that a quorum is two or more shareholders present at
    the meeting of shareholders and entitled to vote on a resolution at the meeting and, accordingly, we will claim the exemption
    for foreign private issuers with respect to the Nasdaq quorum requirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ● | We
                                         will follow Australian law and corporate governance practices in lieu of the requirements
                                         under the Nasdaq Listing Rules that issuers obtain shareholder approval prior to the
                                         issuance of securities in connection with a change of control, certain acquisitions,
                                         private placements of securities, or the establishment or amendment of certain stock
                                         option, purchase or other equity compensation plans or arrangements. Applicable
                                         Australian law prohibits the acquisition of a relevant interest in voting shares of a
                                         public company such as Naked, if, because of that transaction, a person’s voting
                                         power in the company increases from under 20% to over 20% or increases from a starting
                                         point that is above 20% and below 90%. This prohibition is subject to a number of exceptions
                                         including where the acquisition is approved by a resolution of shareholders of the company
                                         in which the acquisition is made. Due to differences between Australian law and corporate
                                         governance practices and the Nasdaq Listing Rules, we will claim the exemption for foreign
                                         private issuers with respect to the Nasdaq shareholder approval requirements.



PART
III

ITEM
19. EXHIBITS



|Exhibit
                                                                                No. |  | Description                                                             
|------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|                                                                                            |  |                                                                         
|12.1                                                                                        |  | Certification of Principal Executive Officer required by Rule 13a-14(a).
|12.2                                                                                        |  | Certification of Principal Financial Officer required by Rule 13a-14(a).











SIGNATURES



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 to the annual report on its behalf.



| | Naked Brand Group Limited
| | -------------------------
| |                          
| | By:                      
| | Name:                    
| | Title:                   
| |                          
| | By:                      
| | Name:                    
| | Title:                   



Date:
October 11, 2018