Bella Casa Fashion & Retail Ltd Directors Report

To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited have the pleasure of presenting their 30th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2026.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended March 31, 2026 are summarized below:

Particulars	2025-26	2024-25
Revenue from Operations	41,639.67	34854.76
Other Income	329.47	90.55
Total Income	41,969.14	34945.31
Total Expenditure	38,290.68	31,989.44
Earning Before Finance Cost, Depreciation & Amortization and Tax (EBITDA)	3678.46	2,955.87
Less: Finance Cost	533.28	533.43
Less: Depreciation & Amortization expenses	431.61	293.52
Profit Before Tax and Exceptional Items	2,713.57	2,128.92
Less: Tax Expenses	700.85	549.39
Profit After Tax	2012.72	1579.53
Earnings per equity share: (Face value per Equity Share of RS. 10 each) (In Rs.)
(1) Basic	15.13	12.43
(2) Diluted	15.13	12.43

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the Financial year 2025- 26:

- During the financial year under review, the Company delivered a strong performance, driven by healthy growth in revenues and profitability. Total revenue increased by 20.10% to Rs. 41,969.14 Lakhs as compared to Rs. 34,945.31 Lakhs in the previous year.

- Profit Before Tax (PBT) from operations stood at Rs. 2,713.57 Lakhs as against Rs. 2,128.92 Lakhs in the previous year, registering an increase of 27.46%. Consequently, Profit After Tax (PAT) for the year increased by 27.43% to Rs. 2,012.72 Lakhs from Rs. 1,579.53 Lakhs in the previous year.

- EBITDA improved to Rs. 3,678.46 Lakhs during the year under review from Rs. 2,955.87 Lakhs in the previous year, reflecting a growth of 24.45%. The Companys finance cost remained largely stable and marginally declined to Rs. 533.28 Lakhs from Rs. 533.43 Lakhs in the previous year.

- Total Comprehensive Income for the year stood at Rs. 12.54 Lakhs as compared to Rs. 5.01 Lakhs in the previous year. The Companys net worth strengthened to Rs. 16,708.72 Lakhs as at March 31, 2026, from Rs. 14,951.98 Lakhs as at March 31, 2025, representing an increase of 11.75%.

- The earnings per share (Basic) increased to Rs. 15.13 per share as on March 31, 2026, from Rs. 12.43 per share as on March 31, 2025, reflecting the Companys improved financial performance and enhanced value creation for its shareholders.

3. DIVIDEND

With a view to conserve resources for future growth and to strengthen the financial position of the Company, the Board of Directors has decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31, 2026.

During the previous financial year 2024- 25, the Board of Directors had recommended a final dividend of Rs. 2.00 (Rupees Two only) per equity share of the face value of Rs. 10/- each. The said dividend was approved by the shareholders at the Annual General Meeting and was paid to the shareholders whose names appeared in the Register of Members as on the record date, i.e., September 09, 2025

In view of no dividend being declared or recommended for the financial year ended March 31, 2026, the provisions relating to deduction of tax at source on dividend payment are not applicable.

4. UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub- section (1) of section 125 of the Act within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like a bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. The details of unclaimed/unpaid dividend are available on the website of the Company viz. www.bellacasa.in

Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Details of Unclaimed Dividend as on March 31, 2026 and due dates for transfer are as follows:

Sr. No.	Financial Year	Date of Declaration of Dividend	Unclaimed Amount (?)	Due Date for transfer to IEPF Account
1.	2024-25 (final)	September 16, 2025	1,458.00	October 16, 2032
2.	2023-24 (final)	August 23, 2024	4,620.11	October 23, 2031
3.	2023-24 (Interim)	November 08, 2023	1715.60	January 10, 2031
4.	2022-23 (Interim)	November 11, 2022	7165.13	January 11, 2030
5.	2021-22 (Final)	September 16, 2022	9536.71	November 17, 2029
6.	2021-22 (Interim)	November 02, 2021	1516.00	January 06, 2029
7.	2020-21 (Final)	September 07, 2021	8.75	November 07, 2028
8.	2020-21 (Interim)	January 27, 2021	4594.80	April 02, 2028
9.	2019-20 (Interim)	March 14, 2020	33898.80	May 12, 2027
10.	2018-19 (Final)	September 28, 2019	41420.00	December 01, 2026

Transfer of Unpaid/Unclaimed Amounts of dividend and Shares to Investor Education and Protection Fund (in cases where dividend has not been paid or claimed for seven (7) consecutive years or more)

In accordance with the provisions of the Companies Act, 2013, during the year, the Company has credited Rs. 24.50 to Investor Education and Protection Fund (IEPF). The Company has uploaded on its website, the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2026. Details of amounts transferred to IEPF Authority during FY 2025- 26 are also available on the website of the Company. The Company has also uploaded these details on the website of the IEPF Authority (www.iepf.gov.in).

5. TRANSFER TO RESERVES & SURPLUS

During the year 2025- 26 the Company has not transferred any amount to General Reserves and the Board of Directors have decided to retain the entire profit of Rs. 2,012.72 Lakhs in the Statement of Profit and Loss.

6. SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the Company is Rs. 15,00,00,000 (Rupees fifteen crore) divided into 1,50,00,000 (One crore fifty lakhs) Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid- up capital is Rs. 13,38,75,000 (Rupees Thirteen crore thirty- eight lakhs seventy- five thousand) divided into 1,33,87,500 (One crore thirty three lakhs eighty seven thousand five hundred) Equity Shares of face value of Rs. 10/- each.

During the year under review, the Company has not issued shares, convertible securities, shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As of March 31, 2026 none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. FINANCIAL STATEMENTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2026 been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses financial results on a quarterly basis which are subjected to limited review and publishes audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards (Ind- AS) as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

As per the provisions of the Act and in accordance with the Circulars issued by the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India (SEBI), from time to time, the Annual Report 2025- 26 containing Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including Directors Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders through permitted mode. The Annual Report 2025- 26 is also available at the Companys website at https://bellacasa.in/pages/investor- relations

8. SIGNIFICANT EVENTS DURING THE FY 2025-26

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

10. RELATED PARTY TRANSACTIONS

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Thus, disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions that were repetitive in nature. Related party transactions have been disclosed under Note 40 of significant accounting policies and notes forming part of the financial statements in accordance with "Ind AS". A statement in summary form of transactions with related parties in the ordinary course of business and on arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

The related Party Transaction policy is available on the website of the Company and can be accessed at the link https://bellacasa.in/pages/investor- relations/Related Party Transaction Policy. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length basis or fair value.

11. BOARD OF DIRECTORS

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of section 149, 152, and other applicable provisions of the Companies Act, 2013, one- third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re- appointment at every AGM. Consequently, Mr. Gaurav Gupta (DIN: 07106587) Whole Time Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re- appointment.

The Board recommends their re- appointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

The brief details required to be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standards is included in the notice of the ensuing Annual General Meeting forming part of this Annual Report.

Re-appointment of Managing & Whole-time Director (Executive Directors)

During the financial year under review, pursuant to the recommendation of the Nomination and Remuneration/Compensation Committee, the Board of Directors at its Meeting held on July 14, 2025 approved the re- appointment of Mr. Harish Kumar Gupta, Chairman & Whole- Time Director, Mr. Pawan Kumar Gupta, Managing Director, Mr. Saurav Gupta, Whole- Time Director and Mr. Gaurav Gupta, Whole- Time Director, for a further term of five (5) years with effect from July 31, 2025 to July 30, 2030.

Subsequently, the members of the Company approved the aforesaid re- appointments at the Annual General Meeting held on September 16, 2025.

The Board is of the view that the continued association of the aforesaid Executive Directors, having regard to their extensive experience and significant contribution to the growth and development of the Company, will be beneficial to the Company.

In terms of the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified the core skills, expertise and competencies of the Directors in the context of the Companys business and sector for effective functioning of the Board. The details thereof are provided in the Corporate Governance Report forming part of this Annual Report.

Independent Directors and their declarations

During the financial year under review, Mr. Sharad Mangal (DIN: 01127317), Mr. Gunjan Jain (DIN: 07223400) and Ms. Kalpana Juneja (DIN: 07226135) completed their second consecutive term of five (5) years as Independent Directors of the Company on July 14, 2025, and consequently ceased to be Directors of the Company with effect from the close of business hours on July 14, 2025.

Further, Mr. Vikas Mathur (DIN: 07252879) completed his second consecutive term of five (5) years as an Independent Director on July 30, 2025, and consequently ceased to be a Director of the Company with effect from the close of business hours on July 30, 2025.

The Board placed on record its sincere appreciation for the valuable guidance, support and significant contributions made by Mr. Sharad Mangal, Mr. Gunjan Jain, Ms. Kalpana Juneja and Mr. Vikas Mathur during their tenure as Independent Directors of the Company and wishes them continued success in their future endeavours.

- Pursuant to the recommendation of the Nomination and Remuneration/Compensation Committee, the Board of Directors, at its Meeting held on July 14, 2025, had appointed Mr. Surendra Singh Bhandari (DIN: 00043525), Mr. Govind Saboo (DIN: 06724172), Mrs. Nivedita Ravindra Sarda (DIN: 00938666) and Mr. Nitin Mathur (DIN: 11192873) as Additional Directors in the category of Independent Directors for a term of five (5) consecutive years with effect from July 15, 2025 to July 14, 2030.

Subsequently, the members of the Company approved their appointments as Independent Directors at the Annual General Meeting held on September 16, 2025.

- During the financial year under review, Mrs. Nivedita Ravindra Sarda (DIN: 00938666), Independent Director of the Company, tendered her resignation from the Board of Directors of the Company with effect from the close of business hours on February 24, 2026, due to her professional and other personal commitments.

The Board placed on record its sincere appreciation for the valuable guidance and contributions made by Mrs. Nivedita Ravindra Sarda during her tenure as an Independent Director of the Company and wished her success in her future endeavours.

In accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Nivedita Ravindra Sarda had confirmed that there were no material reasons for her resignation other than those stated in her resignation letter.

- During the financial year under review, pursuant to the recommendation of the Nomination and Remuneration/Compensation Committee, the Board of Directors, at its meeting held on February 24, 2026, approved the appointment of Mrs. Bharti Rastogi (DIN: 11535449) as an Additional Director in the category of Non- Executive Independent Director of the Company for a term of five (5) consecutive years commencing from February 24, 2026 and ending on February 23, 2031 (both days inclusive), subject to the approval of the shareholders.

Accordingly, the Board approved seeking the approval of the members by way of Postal Ballot for her appointment as an Independent Director of the Company. The members of the Company accorded their approval for the appointment of Mrs. Bharti Rastogi as an Independent Director through Postal Ballot, the results of which were declared on April 25, 2026.

The Board is of the opinion that the aforesaid Independent Directors possess the requisite integrity, expertise and experience and their association with the Company will strengthen the governance framework and contribute significantly to the growth and development of the Company.

Your Company has received declarations from all the Independent Directors of the Company and they have confirmed that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 read with Schedules and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 (1) (b) of the Listing Regulations. Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

The Board of Directors has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking a due assessment of the veracity of the same.

During the year under review, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. With regard to the proficiency of the Independent Directors, the Company noted that, where applicable, the Independent Directors are required to undertake the online proficiency self- assessment test conducted by the IICA, as notified under sub- section (1) of Section 150 of the Companies Act, 2013, within one year from the date of inclusion of their names in the data bank or such other period as may be prescribed by the Central Government.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, and possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

12. KEY MANAGERIAL PERSONNEL

As of March 31, 2026, the following were the Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Act.

Name of the Person	Designation
Mr. Harish Kumar Gupta	Chairman & Whole-Time Director
Mr. Pawan Kumar Gupta	Managing Director
Mr. Saurav Gupta	Whole-Time Director
Mr. Gaurav Gupta	Whole-Time Director
Mr. Naresh Manwani	Chief Financial Officer
Mrs. Sonika Gupta	Company Secretary & Compliance Officer

During the year under review, there is no change in the Key Managerial Personnel of the Company

13. DIRECTORSRESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2026. Pursuant to clause (c) of sub- section (3) of Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis; and

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively, and they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14.POLICY ON NOMINATION & REMUNERATION

The Board of Directors has framed a Nomination, Remuneration and Board Diversity Policy that lays down a framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy"). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non- executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides for the Board Diversity, the criteria for determining qualifications, positive attributes and independence of the Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration/Compensation Committee and the Board of Directors whilst taking a decision on the potential candidates.

The above Policy is given in "Annexure A", which forms part of this Report and has also been posted on the website of the Company at: https://bellacasa.in/pages/investor- relations/NR Policy

15.NUMBER OF THE MEETING OF THE BOARD

During the Financial Year 2025- 26, 7 (Seven) meetings of the Board of Directors were held on May 08, 2025, May 26, 2025, July 14, 2025, August 07, 2025, November 08, 2025, February 07, 2026 and February 24, 2026.

S. No.	Date	Board Strength	No. of Directors Present
1.	May 08, 2025	8	8
2.	May 26, 2025	8	6
3.	July 14, 2025	8	8
4.	August 07, 2025	8	6
5.	November 08, 2025	8	5
6.	February 07, 2026	8	5
7.	February 24, 2026	8	6

The details of the meetings of the Directors during the financial year 2025- 26 are given in the Corporate Governance Report forming part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.

16.ACCEPTANCE OF DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

17.CREDIT RATINGS

During the financial year 2025- 26, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities/Instrument	Rating
Bank Loan Facilities	Crisil BBB+/Stable (Assigned)

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

18. FAMILIARIZATION PROGRAM FOR DIRECTORS

The Company provides every opportunity to all the Directors to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. Directors regularly interact with the senior management personnel to acquaint themselves with all important matters and proactively provide them with relevant information, news, views and updates on the Company and sector.

At the time of appointing a director, a formal letter of appointment is given to him, which inter alia explains the role, function, duties and responsibilities expected from him as a Director of the Company. The Director has also explained in detail the Compliance required from him under the Companies Act, 2013, the Listing Regulations and other various statutes and an affirmation is obtained. The Chairman and Managing Director also have a one- to- one discussion with the newly appointed Director to familiarize him with the Companys operations.

Further, on an ongoing basis as a part of the Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter alia covering the Companys businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of the familiarization program for Directors are available on the Companys website, viz. www.bellacasa.in/ The web link for the Familiarization Programme is https://bellacasa.in/pages/investor- relations/Familiarization Programme And the link of Policy is https://bellacasa.in/pages/investor- relations/Familiarization Policy

19. COMMITTEES OF THE BOARD

The Board of Directors has the following committees:

1. Audit Committee

2. Shareholders / Investors Grievance Committee

3. Nomination and Remuneration/ Compensation Committee

4. Corporate Social Responsibility Committee

5. Management Committee

6. Rights Issue Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2025- 26.

20.AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. As on March 31, 2026 the Audit Committee comprises of four Directors viz. Mr. Surendra Singh Bhandari as the Chairman of the Committee, and Mr. Govind Saboo, Mr. Nitin Mathur and Mr. Saurav Gupta, as the members of the Committee.

During the year under review all the recommendations of the Audit Committee were accepted by the Board. Details of the role and responsibilities of the Audit Committee, the particulars of meetings held, and attendance of the Members at such Meetings are given in the Report on Corporate Governance, which forms part of the Annual Report.

The Audit Committee was reconstituted by the Board of Directors at its Meeting held on July 14, 2025, pursuant to changes in the composition of the Board. Consequent upon the completion of second consecutive term of five (5) years each, Mr. Sharad Mangal and Mr. Gunjan Jain ceased to be Directors of the Company and, accordingly, ceased to be members of the Audit Committee with effect from July 14, 2025.

21.AUDITOR

a) Statutory Auditors & their report

In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Kalani & Co. LLP, Chartered Accountants (Firm Registration No. 000722C), have been appointed as Statutory

Auditors of the Company to hold office from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting to be held during calendar year 2029. They have audited the Financial Statements of the Company for the financial year 2025- 26.

The Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Notes on the Financial Statements referred to in the Auditors Report are self- explanatory and do not call for any further comments. There are no qualifications, reservations or adverse remarks in the Report of the Statutory Auditors for the financial year ended March 31, 2026.

During the year under review, the Auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

b) Secretarial Auditor

M/s. CSM & Co., Practising Company Secretaries have been appointed as the Secretarial Auditors of the Company at the Twenty Ninth AGM of the Company held on September 16, 2025, for a term of five consecutive years commencing from financial year 2025- 26 to the financial year 2029- 30, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31 2026 is annexed as "Annexure B" and forms an integral part of this Report.

M/s. CSM & Co., Practising Company Secretaries have confirmed that they are not disqualified from continuing as the Secretarial Auditors of the Company.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report 2025- 26 of the Company is uploaded on the website of the Company https://bellacasa.in/pages/investor- relations

The Secretarial Audit Report and Secretarial Compliance Report for FY 2025- 26, contains one observation- Observation- The Board of Directors appointed a Non- Executive Director who had attained the age of seventy- five years on July 14 2025 without the prior approval of the members by way of a special resolution as required.

Clarification- With respect to the observation made by the Secretarial Auditor regarding the appointment of Mr. Surendra Singh Bhandari as a Non- Executive Director, the Board noted that the appointment was approved at its meeting held on July 14, 2025, subject to the approval of the shareholders.

The Board further noted that Regulations 17(IA), 17(IC) and 25(2A) of the SEBI Listing Regulations, when read harmoniously, provide for obtaining shareholders approval within the prescribed period. Accordingly, the Company, acting in good faith and based on its understanding of the applicable provisions, proceeded with the appointment and obtained shareholders approval by way of Special Resolution at the AGM held on September 16, 2025, within three months from the date of the Board approval. The requisite justification was provided in the explanatory statement, and the necessary disclosures and filings were duly made. The fines levied by BSE Limited and National Stock Exchange of India Limited in this regard were also duly paid by the Company.

Accordingly, the Company is of the view that the appointment was made in accordance with its understanding of the applicable provisions and that the requisite shareholders approval was obtained within the prescribed timeline. Going forward, the Board shall ensure strict compliance with the applicable timelines and requirements for appointments of this nature.

c) Cost Auditor

The Company is required to maintain cost records pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, and accordingly such accounts and records are made and maintained. However, the provisions relating to cost audit were not applicable to the Company for the financial year ended March 31, 2026.

d) Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Ranjan Mehta & Associates, Chartered Accountants as Internal Auditor of the Company for the financial year 2025- 2026. They have confirmed their eligibility for the said re- appointment. Their scope of work includes a review of processes for safeguarding the assets of the Company, a review of operational efficiency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations.

Further, the Board on recommendation of Audit Committee has approved the re- appointment of M/s Ranjan Mehta & Associates, Chartered Accountants as Internal Auditors of the Company to carry out internal audit for the Financial Year 2026- 27. They have confirmed their eligibility for the said re- appointment.

22.INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Internal Financial Control is integral to the Companys strategy and for the achievement of the long- term goals. Companys success as an organization depends on its ability to identify and leverage opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review. Your Company has an effective internal control and risk- mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is strong and commensurate with its size, scale and complexities of operations.

Internal audit processes include evaluation of all critical and highrisk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee are periodically apprised of the internal audit findings and corrective actions.

23.VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

The Company has a Whistle blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. During the year 2022- 23, the policy was modified to make it more comprehensive and adequate to deal with issues and to align it with current market practices. The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at https://bellacasa.in/pages/investorrelations/Whistleblower/VigilMechanismPolicy. During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. The Company affirms that no personnel has been denied access to the Audit Committee.

24.CORPORATESOCIALRESPONSIBILITY

The Company is having a Policy on Corporate Social Responsibility ("CSR") and has constituted a CSR Committee as required under the Act for implementing various CSR activities.

The details about the CSR Committee are provided in Corporate Governance Report which forms part of this Report. The Company has implemented various CSR projects directly and/or through implementing partners and the said projects undertaken by the Company are in accordance with its CSR Policy and Schedule VII to the Act. Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is given in "Annexure

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company believes in providing a safe, non- hostile and harassment- free work environment at all its workplaces. The Company has zero tolerance towards sexual harassment at the workplace. A detailed Prevention of Sexual Harassment (POSH) Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act).

The POSH Policy covers the Company and all employees (permanent, contractual, temporary, trainees) irrespective of their sexual orientation/ preferences and all persons associated with/visiting the Company at any of its locations. The POSH Policy is gender inclusive and the framework ensures complete anonymity and confidentiality.

Internal Complaints Committees (IC) have been constituted to timely redress complaints of sexual harassment, and the Company has complied with the provisions relating to the constitution of IC under the Act. While maintaining the highest governance norms, IC are constituted for various locations. As required, majority of the total members of the IC are women. The external member with requisite experience in handling such matters are also part of the IC. The IC is presided over by a senior woman employee in each committee. Inquiries are conducted and recommendations are made by the IC at the respective locations. The IC is updated on judicial trends and trained regularly on the nuances of the Act.

The details of complaints received, disposed and pending, during FY26 are as follows:

Particulars	Designation
Number of complaints under inquiry as on April 01, 2025	NIL
Number of complaints of sexual harassment received between April 01, 2025 to March 31, 2026	NIL
Number of complaints disposed of between April 01, 2025 to March 31, 2026	NII
Number of complaints pending as on March 31, 2026	NII
Number of cases pending for more than 90 days	NII

Continuous awareness in this area has been created through various POSH campaigns reiterating the Companys commitment to providing a safe workplace to all its employees. During the year, the Company organized various sensitization and awareness programs.

26.HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company considers people as its biggest assets and hence has put in concerted efforts in talent management and succession planning practices, strong performance management and learning, coupled with training initiatives to ensure that it consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, the Company has also focused on employee engagement initiatives and drives aimed at increasing the culture of innovation and collaboration across all strata of the workforce. These are discussed in detail in the Management Discussion and Analysis Report forming part of the Annual Report. The relations with the employees of the Company have continued to remain cordial.

27.RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The management of the Company has identified some of the major areas of concern having inherent risk. The processes relating to minimizing the above risks have already been put in place at different levels of management. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks and successfully mitigate risks arising from time to time:

Key Risk	Details	Mitigation
Commodity price risk	Increase/frequent changes in raw material prices may impact profitability resulting in lower margins	The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices. The Companys reputation for quality, product differentiation and service, coupled with the existence of a powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.
Financial Risk	- Fluctuations in currency may impact the cost of production and sales realisation, owing to our import and export presence - Any increase in interest rate	Managing interest rate risk through strategies including maintaining an optimal mix of different loan types and maturities
Human resource Risk	Your Companys ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resources can affect the performance of the Company.	The Company is mitigating these risks by Continuous benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent and Regular review, monitoring and engagement on personal development plans of high performers and high potential employees.
Regulatory Risk	Changes in international and domestic laws, rules, policies, tax regulations, technical standards and trade policies	The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.
Quality Risk	Inability to maintain the quality of the products as well as adhered to relevant quality standards might have an adverse impact on the Companys reputation as well as financial position.	Your Company adheres to stringent quality standards and ensures that all its products are defect free and of superior quality. The Company has also received various quality certifications.
Technology Risk	With the advent of technology, the need for enhanced systems and processes to boost operational efficiency and provide better customer satisfaction has surged. The company may face difficulties if it fails to adapt to a changing environment.	Our manufacturing facilities are equipped with advanced gear and technologies that increase the Companys efficiency. It also maintains and tracks the proper functioning of equipment and replaces them when necessary.

28. PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empower the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board, and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance. The Board and the Nomination and Remuneration/Compensation Committee in their meeting reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on July 07, 2025, without the presence of Non- Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

29. PARTICULAR OF EMPLOYEES

Disclosures concerning the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as "Annexure D" to this Report.

The statement containing particulars of employee remuneration, as required under provisions of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed "Annexure E" as forms part of this Report. In accordance with the second proviso to Section 136(1) of the Act, read with second and third proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to the Members of the Company, excluding the aforesaid statement. The statement is open for inspection upon request by the Shareholders, and any Member desirous of obtaining the same may write us at cs@bellacasa.in.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2026, has been appended as "Annexure F" to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, the Managements Discussion and Analysis of the financial condition and results of operations have been provided separately in this Annual Report.

32. POLICIES

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has mandated the formulation of certain policies for all the listed Companies. All our corporate governance policies are available on our website at www.bellacasa.in

All the policies are required to be updated based on need and new compliance requirements.

33. CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of the Company since its inception. As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on corporate governance practices followed by the Company, together with the following declarations/certifications forms an integral part of this Corporate Governance Reporting:

a) A declaration signed by Mr. Pawan Kumar Gupta, Managing Director, stating that the members of board of directors and senior management personnel have affirmed compliance with the Companys Code of Business Conduct and Ethics;

b) A compliance certificate from the Companys Secretarial Auditors confirming compliance with the conditions of Corporate Governance;

c) A certificate of Non-Disqualification of Directors from the Secretarial Auditor of the Company; and

d) A certificate of the Managing Director and CFO of the Company, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

34.COMPLIANCE WITH MATERNITY BENEFIT ACT,1961

Championing Womens Well- Being: A Testament to Our Values at BellaCasa, we go beyond compliance to foster an inclusive, supportive, and empowering workplace for our female colleagues. Our unwavering commitment to their wellbeing is exemplified by our strict adherence to the Maternity Benefit Act, 1961, supplemented by industry leading welfare initiatives that set us apart as a progressive employer.

Key Highlights of Our Commitment: - Beyond Legal Compliance - We not only meet but exceed statutory requirements, offering enhanced maternity benefits that underscore our dedication to work- life balance and gender equity. - Job Security & Protection - Employees are fully safeguarded against dismissal or discharge during pregnancy and maternity leave, ensuring peace of mind during a critical life stage. - Employee- Centric Values - Rooted in our core principles of sensitivity, integrity, and fairness, we prioritize the holistic well- being of our workforce, recognizing them as valued stakeholders in our success. Our approach reflects a deep- seated belief that empowering women empowers the entire organization, driving sustainable growth and a culture of respect.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY 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

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report

36.ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company in Form MGT- 7 for FY 2025- 26 has been placed on the Companys website and can be accessed at the following link: https://bellacasa.in/pages/investor-relations/Draft Annual Return

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2025- 26.

38.INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of the Companies Act, 2013, during the year, the Company has credited Rs. 24.50 to Investor Education and Protection Fund (IEPF). The Company has uploaded on its website, the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2026. Details of amounts transferred to IEPF Authority during FY 2025- 26 are also available on the website of the Company. The Company has also uploaded these details on the website of the IEPF Authority (www.iepf.gov.in).

39.SUBSIDIARY/JV/ASSOCIATES/HOLDING COMPANIES

The Company does not have any Subsidiaries/JV/Associates/Holding Companies

40.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the Courts or any other regulators which would impact the going concern status of the Company and its future Operation

41.ENVIRONMENT,HEALTHANDSAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of operations in such a manner to ensure the safety of all concerned, compliance with environmental regulations and preservation of natural resources.

42.COMPLIANCEWITHSECRETARIALSTANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

43.REPORTINGOFFRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

44.CAUTIONARYSTATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward- looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

45.OTHERDISCLOSURES

There was no revision of financial statements and Boards Report of the Company during the year under review;

There has been no change in the nature of business of the Company as on the date of this report;

No application against the Company has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

The requirement to disclose the details of difference between amount of valuation done at the time of one- time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

46.APPRECIATIONANDACKNOWLEDGEMENT

Your directors express their sincere gratitude for the assistance and cooperation extended by the customers, various Government, Semi- Government, and Local Authorities, Suppliers, Shareholders, and Business Associations. Your directors also wish to place on record their deep appreciation for the dedication & hard work put in by the employees at all levels towards the growth of the Company. Last but not least, the Board of Directors wishes to thank Investors/Shareholders for their support, cooperation and faith in the Company.

47.ANNEXURES

a) Nomination and Remuneration Policy of the Company - Annexure A;

b) Secretarial Audit Report - Annexure B;

c) Annual Report on CSR Activities - Annexure C;

d) Disclosures under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure D

e) Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo - Annexure F

For and on the behalf of the BELLA CASA FASHION & RETAIL LIMITED sd/-	sd/-
Harish Kumar Gupta	Pawan Kumar Gupta
Chairman & Whole Time Director	Managing Director
DIN: 01323944	DIN: 01543446
Date: Thursday, August 13,2026 Place: Jaipur