Bella Casa Fashion & Retail Ltd Directors Report

To,

Dear Shareholders,

The Directors of Bella Casa Fashion & Retail Limited have the pleasure of presenting their 29th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31, 2025.

FINANCIAL RESULTS (IN LAKHS)

The audited nancial results of the Company for the year ended March 31, 2025 are summarized below:

Rs. in lakhs

Particulars	2024-25	2023-24
Revenue from Operations	34854.76	23,009.88
Other Income	90.55	36.45
Total Income	34945.31	23,046.34
Total Expenditure	31,989.44	21,112.58
Earning Before Finance Cost, Depreciation & Amortization and	2955.87	1933.76
Tax (EBIDTA)
Less: Finance Cost	533.43	387.80
Less: Depreciation & Amortization expenses	293.52	188.57
Pro t Before Tax and Exceptional Items	2,128.92	1,357.39
Less: Tax Expenses	549.39	339.17
Add: Comprehensive Income	5.01	2.33
Total Comprehensive Income for the period after Tax	1,584.53	1020.55
Earnings per equity share: (Face value per Equity Share of
RS. 10 each) (In Rs.)
(1) Basic	12.43	8.89
(2) Diluted	12.43	8.89

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the Financial year 2024-25:

The Company recorded a total revenue of Rs. 34,945.31 Lacs during the year under review as against Rs. 23,046.34 Lacs in the previous year thereby registering a percentage increase of 51.63%.

The pro t after tax for the year ended March 31, 2025 is Rs. 1,579.53 Lacs as against Rs. 1,018.22 Lacs in the previous year showing a percentage increase of 55.13%.

EBIDTA during the year increased from Rs. 1,933.76 to Rs. 2,955.87 Lacs registering a percentage increase of 52.86%.

Total nance cost during the year increased from Rs. 387.8 Lacs to Rs. 533.43 registering a percentage increase of 37.55%.

Total comprehensive income for the year after tax stood at Rs. 5.01 lacs compared to Rs. 2.33 lacs reported in the previous year. During the year under review, your Company registered a Pro t Before Tax (PBT) from operations of Rs. 2,128.92 Lakhs as against Rs. 1,357.39 Lakhs in the previous year, recording an increase of 56.84%.

The Net Worth as of March 31, 2025, improved to Rs. 14951.98 lacs as against Rs. 8,487.89 lacs as on March 31, 2024, registering an increase of 76.16%.

The earnings per share (basic) as on March 31, 2025, stood at Rs. 12.43 per share as against Rs. 8.89 per share as on March 31, 2024.

3. DIVIDEND

The Board of Directors at their meeting held on May 08, 2025, has recommended payment of Rs. 2/- (Rupees two only) per equity share of the face value of Rs. 10 (Rupees ten only) each as nal dividend for the nancial year ended March 31, 2025. The payment of the nal dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company. The dividend would be payable to all shareholders whose names appear in the Register of Members as on the Record date i.e. Tuesday, September 09, 2025. The Register of Members and Share Transfer books shall remain closed from Wednesday, September 10, 2025 to Tuesday, September 16, 2025 (both days inclusive).

The proposed nal dividend, amounts to Rs. 2.00 (Two rupees only) per equity share of the face value of Rs.10 (Rupee ten only) each [total dividend pay out for the FY 2024-25 amounting to Rs. 2,67,75,000 (Rupees two crore sixty seven lacs seventy ve thousand seven hundred and fty only)] as against the total dividend of Rs. 1.77 (One rupee and seventy paise only) per equity share of the face value of Rs. 10 (Rupee ten only) each paid for the previous nancial year 2023-24 [total dividend pay out including Dividend Distribution Tax for the FY 2023-24 amounting to Rs. 2,03,10,750 (Rupees two crore three lacs ten thousand seven hundred and fty only)] In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the nal dividend after deduction of tax at source.

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 bene ts (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, 2025 and due dates for transfer are as follows:

Sr.		Financial Year			Date of Declaration				Unclaimed			Due Date for transfer
No.					of Dividend				Amount ( )			to IEPF Account
1.		2023-24 ( nal)			August 23, 2024				4,620.11			October 23, 2031
2.		2023-24 (Interim)			November 08, 2023				1715.60			January 10, 2031
3.		2022-23 (Interim)			November 11, 2023				7165.13			January 11, 20230
4.		2021-22 (Final)			September 16, 2022				9536.71			November 17, 2029
5.		2021-22 (Interim)			November 02, 2021				1516.00			January 06, 2029
6.		2020-21 (Final)			September 07, 2021				8.75			November 07, 2028
7.		2020-21 (Interim)			January 27, 2021				4594.80			April 02, 2028
8.	2019-20 (Interim)			March 14, 2020				33898.80			May 12, 2027
9.			2018-19(Final)			September 28, 2019	41420.00			December 01, 2026
10.	2017-18(Final)			August 31, 2018				24.50			November 01, 2025

Transfer of the shares into Investor Education and Protection Fund ("IEPF") (in cases where dividend has not been paid or claimed for seven (7) consecutive years or more)

In terms of Section 124(6) of the Act read with Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), and Noti cations issued by the Ministry of Corporate Affairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven consecutive years or more to the IEPF Account established by the Central Government. As required under the said Rules, the Company has transferred the required number of shares to the IEPF.

During the year under review, no amount was liable to be transferred to Investor Education and Protection Fund.

5. TRANSFER TO RESERVES & SURPLUS

During the year 2024-25 the Company has not transferred any amount to General Reserves and the Board of Directors have decided to retain the entire pro t of Rs. 1,579.53 Lakhs in the Statement of Pro t and Loss.

6. SHARE CAPITAL

The Company issued and allotted 19,12,500 fully paid-up equity shares of the face value of Rs. 10 each for cash at a price Rs. 261 per equity share (including premium of Rs. 251 per share) aggregating to Rs. 4991.625 Lakhs by way of a rights issue, in the ratio of 1 (one) rights equity shares for every 6 (Six) fully paid-up equity shares of the Company, held by the eligible equity shareholders on the Record Date i.e. Saturday, October 19, 2024 (Rights Issue).

Consequent to the allotment of shares the Issued, Subscribed and Paid-up capital stands increased from Rs. 11,47,50,000 (Rupees eleven crores forty-seven lacs fty thousand) divided into 1,14,75000 (Rupees One Crore fourteen-Lacs seventy- ve thousand) to 13,38,75,000 (Rupees Thirteen crore thirty-eight lakhs seventy- ve thousand) Equity Shares of face value of Rs. 10/- each as on March 31, 2025.

The shareholders of the Company approved the increase in authorized share capital at the Annual General Meeting held on Friday, August 23, 2024, in accordance with the provisions of Sections 13, 61, and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

Pursuant to the said approval, the authorized share capital of the Company was increased from 11,75,00,000 (Rupees eleven crores seventy- ve lakhs) divided into 1,17,50,000 (Rupees one crore seventeen lakhs fty thousand) to 15,00,00,000 (Rupees fteen crore) divided into 1,50,00,000 (One crore fty lakhs) Equity Shares of Rs. 10/- each.

Consequently, Clause V of the Memorandum of Association of the Company was amended to re ect the revised authorized share capital.

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, 2025 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 nancial statements for the year ended on March 31, 2025 been prepared in accordance with the Indian Accounting Standards (IND AS) noti ed 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 nancial results on a quarterly basis which are subjected to limited review and publishes audited nancial statements on an annual basis. There were no revisions made to the nancial 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 2024-25 containing Balance Sheet, Statement of Pro t & 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 2024-25 is also available at the Companys website at https://bellacasa.in/.

8. SIGNIFICANT EVENTS DURING THE FY 2024-25

Successful fund raising through Rights Issue:

Upon receipt of requisite regulatory approvals, the Rights Issue opened on October 30, 2024 and closed on November 14, 2024 pursuant to a Letter of Offer dated October 15, 2024. The Rights offering by the Company saw strong participation from shareholders and investors, and was oversubscribed.

The Company share utilised the net proceeds from the Rights Issue towards the objects as contained in the offer document, including, inter alia: To make capital expenditures; Working Capital Requirements of the Company; General corporate purposes.

Further there has been no deviation or variation in the utilisation of Rights Issue proceeds from the objects stated in the Letter of Offer.

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 no. 4 and 8 to nancial statements forming part of the Annual Report.

10. RELATED PARTY TRANSACTIONS

All transactions entered with the Related Parties during the nancial 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 41 of signi cant accounting policies and notes forming part of the nancial 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/RelatedPartyTransactionPolicy. None of the transactions with related parties were in con ict with the interest of the Company. All the transactions are in the normal course of business and have no potential con ict 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 reappointment at every AGM. Consequently, Mr. Harish Kumar Gupta (DIN: -01323944) Chairman & 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 period under review, there were no changes to the Managing & Whole-time Directors of the Company. 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 Directors were last re-appointed by the Shareholders of the Company in the Annual General Meeting held in 2020 for a term of 5 ( ve) years with effect from July 31, 2020 to July 30, 2025.

Accordingly, the Board of Directors, upon the recommendation of the Nomination and Remuneration Committee, in its Meeting held on July 14, 2025 has approved the re-appointment of aforesaid Executive Directors of the Company for another term of 5 (Five) years with effect from July 31, 2025 to July 30, 2030. The reappointment is subject to approval of the shareholders in general meeting and the Board recommends the same at the ensuing AGM.

In terms of requirements of the Listing Regulations, the board has identi ed core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

Independent Directors and their declarations

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on July 14, 2025 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 period of ve years with effect from July 15, 2025 to July 14, 2030. Their appointments are subject to approval of the Members at the ensuring General Meeting of the Company.

Your Company has received declarations from all the Independent Directors of the Company and they have con rmed 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 Quali cation of Directors) Rules, 2014 and Regulation 16 (1) (b) of the Listing Regulations. Independent Directors have con rmed 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 con rmation submitted by the Independent Directors after undertaking a due assessment of the veracity of the same.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Quali cation of Directors) Rules, 2014, the Independent Directors of the Company have con rmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. With regard to the pro ciency of the Independent Directors, ascertained from the online pro ciency self-assessment test conducted by the IICA, as noti ed under sub section (1) of Section 150 of the Companies Act, 2013, the Company has taken on record the declarations submitted by Independent Directors that they are exempt from appearing in the test as required by the IICA.

In the opinion of the Board, the Independent Directors ful l the conditions of independence, are independent of the management, and possess the requisite integrity, experience, expertise, pro ciency and quali cations 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, 2025, 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 Of cer
Mrs. Sonika Gupta	Company Secretary & Compliance Of cer

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

13. DIRECTORS RESPONSIBILITY STATEMENT-

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, con rms 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 nancial year and of the pro t of the Company for that period; (c) they have taken proper and suf cient 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 nancial year ended March 31, 2025 on a going concern basis; and (e) they have laid down internal nancial controls for the Company and such internal nancial controls are adequate and operating effectively, and (f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal nancial 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 nancial controls over nancial 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 nancial controls were adequate and effective during Fiscal Year 2025.

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 quali cations, 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 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 2024-25, 6 (Six) meetings of the Board of Directors were held on May 20, 2024, July 26, 2024, August 16, 2024, October 25, 2024, December 18, 2024 and February 06, 2025.

S. No.	Date	Board Strength	No. of Directors Present
1.	May 20, 2024	8	7
2.	July 26, 2024	8	8
3.	August 16, 2024	8	7
4.	October 25, 2024	8	8
5.	December 18, 2024	8	6
6.	February 06, 2025	8	6

The details of the meetings of the Directors during the nancial year 2024-25 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. 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 af rmation 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, nance, 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

18. LISTING ON STOCK EXCHANGES

BSE LIMITED

With effect from Thursday, March 08, 2018, the equity shares of Bella Casa Fashion & Retail Limited which were already listed under BSE SME Platform migrated & admitted to dealings on the Main board Platform in the list of B Group.

Currently, the Equity Shares of the Company are listed on BSE Ltd. Main Board on XT /T+1 Group. The annual listing fees for the year 2024-25 has been duly paid.

NSE (NATIONAL STOCK EXCHANGE LIMITED)

In line with the Companys ongoing commitment to enhance shareholder value, increase liquidity, and provide wider access to investors, the Company submitted its application to the National Stock Exchange of India Limited (NSE) on May 11, 2025, seeking listing of its equity shares on the main board of NSE.

Pursuant to the submission and upon completion of all procedural requirements and regulatory compliances, including the payment of the requisite Initial Listing Fees, Processing Fees, and Annual Listing Fees, the Company received listing approval from NSE vide letter no. NSE/LIST/204 dated July 16, 2025, for the listing of 1,33,87,500 equity shares of the Company.

Accordingly, the equity shares of the Company shall be admitted to dealings on NSE and traded under the designated symbol "BELLACASA" with effect from the trading hours of July 18, 2025.

This dual listing (on BSE and NSE) is expected to strengthen the Companys visibility in the capital markets and provide a broader platform for investors to participate in the Companys growth journey.

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. Rights Issue Commitee

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 2024-25.

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. The Audit Committee comprises of three Directors viz. Mr. Sharad Mangal as the Chairman of the Committee, and Mr. Gunjan Jain and Harish Kumar 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.

21. AUDITOR

(a) Statutory Auditors & their report

M/s Kalani & Co., Chartered Accountants (FRN 006803C) were appointed as Statutory Auditors of the Company for ve consecutive years at the Annual General Meeting (AGM) of the Members held on Saturday, 28th September, 2019 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Their appointment was subject to rati cation by the Members at every subsequent AGM held after the AGM held on Friday, August 23, 2024. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking rati cation of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

The Auditors have also con rmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certi cate 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 quali cations, reservations or adverse remarks in the Report of the Statutory Auditors for the nancial year ended March 31, 2025.

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

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed M/s M Sancheti & Associates, Company Secretaries Firm Registration No. (S2011RJ149500) in the board meeting held on May 20, 2024 as the Secretarial Auditor of the company to conduct the Secretarial Audit for the nancial year 2024-25 of the company. They have con rmed their eligibility for the said reappointment.

The Secretarial Audit Report 2024-25 is annexed as "Annexure B" and forms an integral part of this Report.

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 2024-25 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 2024-25, contains one observation-Observation- In the E-Form PAS-3 led for the allotment of equity shares dated 22nd November 2024, the list of allottees attached was certi ed by a person other than the signatory who digitally signed the said E-Form PAS-3.

Clari cation:- Due to an inadvertent error, the list of allottees attached to the electronically led Form PAS-3 was digitally signed by a signatory other than the signatory of the form. As a corrective measure, the Company has submitted the hard copy of Form PAS-3 and other requisite supporting documents with the list of allottees with the Registrar of Companies, duly certi ed by our Managing Director, in compliance with the provisions of the Companies Act, 2013 and Rule 12(2) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Company shall ensure strict adherence to all applicable compliance requirements while ling forms and documents with the Registrar of Companies

(c) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time your company hereby con rms that during the year under review, cost audit did not apply to the Company, hence no Cost Auditor appointed for the said period.

(d) Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 Company has appointed M/s Ranjan Mehta & Associates, Chartered Accountants as Internal Auditor of the Company in the Board Meeting held on July 26, 2024 to undertake the internal audit. They have con rmed 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 ef ciency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors ndings 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 ef ciency in operations.

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 nancial 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 high risk 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 ndings 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 ndings 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 modi ed 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/investor-relations/Whistleblower/Vigil Mechanism Policy . During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. The Company af rms that no personnel has been denied access to the Audit Committee.

24. CORPORATE SOCIAL RESPONSIBILITY

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 CSR Committee comprised of Mr. Gunjan Jain, as the Chairman of the Committee, and Mr. Harish Kumar Gupta and Pawan Kumar Gupta, as the members of the Committee.

Other 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 C" which forms part of this Report. The CSR policy of the Company is available on the website of the Company at https://bellacasa.in/pages/investor-relations/CSR Policy .

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

Your Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level.

Your Company has also set up an Internal Complaints (IC) Committee at all our locations which is duly constituted in compliance with the provisions of the POSH Act. Further, the Company also conducts interactive sessions for all the employees, to build awareness amongst employees about the policy and the provisions of the POSH Act.

The summary of sexual harassment complaints received and disposed of during the year 2024-25:

Number of complaints pending at the beginning of the year: NIL Number of complaints received during the year: NIL

Number of complaints disposed of during the year: Not Applicable Number of cases pending at the end of the year: Not Applicable

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 identi ed 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 identi ed the following risks and successfully mitigate risks arising from time to time:

Key Risk	Details	Mitigation
Commodity price risk	Increase/frequent changes in	The Company proactively manages
	raw material prices may	these risks through forward booking,
	impact pro tability resulting in
		inventory management and proactive
	lower margins
		vendor development practices. The
		Company\u2019s 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 nished goods.
Financial Risk	Fluctuations in currency may impact	Managing interest rate risk through
	the cost of production and sales	strategies including maintaining an
	realisation, owing to our import and	optimal mix of different loan types
	export presence	and maturities
	Any increase in interest rate can affect
	the nance cost
Human resource Risk	Your Company\u2019s ability to	The Company is mitigating
	deliver value is dependent on	these risks by Continuous
	its ability to attract, retain and	benchmarking of the best HR
	nurture talent. Attrition and	practices across the industry
	non-availability of the required	and carrying out necessary
	talent resources can affect the	improvements to attract and
	performance of the Company.	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	The Company is mitigating
	domestic laws, rules, policies,	these risks through regular
	tax regulations, technical	review of legal compliances
	standards and trade policies	carried out through internal as
		well as external compliance
		audits.
Quality Risk	Inability to maintain the quality	Your Company adheres to
	of the products as well as	stringent quality standards and
	adhered to relevant quality	ensures that all its products are
	standards might have an	defect free and of superior
	adverse impact on the	quality. The Company has also
	Company\u2019s reputation as well as	received various quality
	nancial position.	certi cations.
Technology Risk	With the advent of technology,	Our manufacturing facilities are
	the need for enhanced systems	equipped with advanced gear
	and processes to boost	and technologies that increase
	operational ef ciency and	the Company\u2019s ef ciency. It also
	provide better customer	maintains and tracks the proper
	satisfaction has surged. The	functioning of equipment and
	company may face dif culties if	replaces them when necessary.
	it fails to adapt to a changing
	environment.

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 empowers 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 speci ed duties, obligations and governance. The Board and the Nomination and Remuneration Committee in their meeting held on October 25, 2024 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 February 06, 2025 and March 11, 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 ow 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.

A statement comprising the names of the top 10 employees in terms of remuneration drawn and every person employed throughout the year, who received remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure E"

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, 2025, 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 nancial 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/certi cations forms an integral part of this Corporate Governance Reporting:

a. A declaration signed by Mr. Harish Kumar Gupta, Chairman & Whole-Time Director, stating that the members of board of directors and senior management personnel have af rmed compliance with the Companys Code of Business Conduct and Ethics;

b. A compliance certi cate from the Companys Secretarial Auditors con rming compliance with the conditions of Corporate Governance;

c. A certi cate of Non-Disquali cation of Directors from the Secretarial Auditor of the Company; and d. A certi cate of the Managing Director and CFO of the Company, inter alia, con rming the correctness of the nancial statements and cash ow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee.

34. Compliance with Maternity Act, Bene t 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 well-being is exempli ed by our strict adherence to the Maternity Bene t 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 bene ts 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 re ects 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 nancial position of the Company which occurred between the end of the nancial year of the Company to which the nancial 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 2024-25 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 nancial year 2024-25.

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 signi cant 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, HEALTH AND SAFETY

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. COMPLIANCE WITH SECRETARIAL STANDARDS

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

43. REPORTING OF FRAUDS

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. CAUTIONARY STATEMENT

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. OTHER DISCLOSURES

There was no revision of nancial 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 nancial year is not applicable; The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

46. APPRECIATION AND ACKNOWLEDGEMENT

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) Details of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who received remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules-Annexure E

(f) 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 07, 2025
Place: Jaipur

Nomination and Remuneration Policy

1. REGULATORY FRAMEWORK

The board of directors ("Board") of Bella Casa Fashion & Retail Limited ("Company")has constituted the Nomination and Remuneration Committee ("Committee"). In compliance with the requirements set out under Section 178 of the Companies Act, 2013 ("Companies Act"), and Regulation 19(4) read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Committee has formulated this Nomination and Remuneration Policy ("Policy") in order to set our principles, parameters and governance framework of the remuneration for Directors, Managing Director, Key Managerial Personnel and employees of the Company.

This Policy will assist the Board to ful l their responsibility by way of recommendation from the Nomination and Remuneration/Compensation Committee of the Board towards attracting, retaining, promoting the aforesaid personnel with respect to their remuneration in line with the corporate and individual performance.

This Policy also rely on the service rules, resolutions approved by the Board or Committee, internal controls and guidelines framed by the Company which were earlier approved by the Board from time to time.

The Nomination and Remuneration/Compensation Committee of the Board shall evaluate the remuneration from time to time to recommend to the Board depending upon the pro tability and nancial performance by the Company for each nancial year and in further subject to the thresholds prescribed by the provisions of applicable laws including the provisions of the Companies Act, if any.

2. DEFINITIONS

" Act" means the Companies Act, 2013 and Rules framed there under, as may be amended from time to time. "Board" means Board of Directors of the Company.

" Company" mean Bella Casa Fashion & Retail Limited.

" Committee" means the Nomination & Remuneration Compensation Committee of the Board of Directors. "Compliance Of cer" means the Company Secretary of the Company.

" Directors" means members of Board of Directors of the Company.

" Independent Director" means a Director referred to in Section 149(6) of the Companies Act.

" Key Managerial Personnel" shall have the same meaning as in Section 2(51) of the Companies Act, 2013. "Net Pro t" shall be calculated as per section 198 of the Act.

" Senior Management" shall comprise of cers/personnel of the Company who meet the criteria established under the provisions of the Act and SEBI LODR Regulations, pertaining to the de nition of senior management.

3. APPLICABILITY

This Policy is applicable to:

3.1 Directors (Executive and Non-Executive) 3.2 Key Managerial Personnel; and 3.3 Senior Management

4. OBJECTIVE

This policy aims to formulate certain criteria for the following activities with regards to its directors, key managerial personnel, senior management and employees: 4.1 Selection, appointment and removal; 4.2 Remuneration; 4.3 Evaluation of performance; 4.4 Board diversity.

5. DUTIES IN RELATION TO NOMINATION AND REMUNERATION

The duties of the Committee in relation to nomination and remuneration matters include:

5.1 To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

5.2 To formulate the criteria for determining quali cations, positive attributes and independence of a director. 5.3 To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

5.4 To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

5.5 To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the companys operations.

5.6 To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

5.7 To assist in developing a succession plan for the Board.

5.8 Delegation of any of its powers to any member of the Committee or the Compliance Of cer.

6. OBJECTIVE

The Board has the power to constitute/re-constitute the committee to be known as the Nomination and Remuneration/Compensation Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors. The Chairman of the Committee is an Independent Director. However, the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

7. CRITERIA FOR APPOINTMENT OF DIRECTORS, KMP AND SENIOR MANAGEMENT

7.1 The Committee shall formulate criteria for determining quali cations, positive attributes and independence of a director. The Committee may consider this Policy and the below provisions of this Policy as guidance. 7.2 The person to be appointed as a Director, KMP or in the senior management should possess adequate quali cation, experience and expertise for the position he or she is considered for, considering various factors including the Companys strategy and requirements.

7.3 The Committee shall have the discretion to decide whether such quali cation, experience and expertise of the person is suf cient for him or her to effectively discharge duties of the concerned position.

7.4 The person to be appointed as Director, KMP or in the senior management, should possess impeccable reputation for integrity, ef ciency, expertise and insight in sectors or areas relevant to the Companys industry or otherwise demonstrate relevant qualities.

7.5 In case of a Director, such persons personal and professional standing must be such that it helps him or her to best complement the other Board members thereby contributing effectively towards Companys growth.

7.6 The Committee shall consider the potential candidates on merit alone.

7.7 In case of a Director, such person must also ful l the minimum and/or maximum age criteria as applicable under the provisions of the Act and SEBI LODR Regulations and take necessary approvals from the shareholders in this regard in case of directors above the maximum age criteria as well as comply with other requirements of law at the time.

7.8 In case of an Independent Director, he or she should meet the requirements of the Act and SEBI LODR

Regulations concerning independence of directors.

8. APPOINTMENT AND REMOVAL OF DIRECTORS, KMP AND SENIOR MANAGEMENT

8.1 The Committee shall ensure that the size and composition of the Board satis es the applicable law including provisions of the Act and SEBI LODR Regulations.

8.2 The Committee shall identify persons who are quali ed to become directors, KMPs and who may be appointed in the senior management with regard to the attributes as speci ed under clause 4 of this Policy and such other quali cations or attributes as the Committee or board may deem necessary from time to time.

Explanation For the purpose of this clause, "appointed in the senior management" means:

(I) induction/appointment of persons/of cers/personnel of the Company as members of the core management team of the Company and (I) appointment of person/of cer/personnel as the company secretary or chief nancial of cer of the Company

8.3 The Committee while considering a person for appointment as director, shall verify that the said person has not been debarred or disquali ed from being appointed as directors of companies by the Securities and Exchange Board of India ("SEBI") and/or Ministry of Corporate Affairs or any other statutory authority.

8.4 The Committee shall then recommend the identi ed candidates to the Board for nal selection and appointment.

8.5 In case of directors, the Committee shall ensure that the number of directorships held by each director in other companies is below the speci ed limit under the Act and SEBI LODR Regulations and amendments made from time to time.

8.6 The Committee shall also ensure that any person appointed as independent director does not have any material pecuniary relationship with the Company, its holding, subsidiary or associate company, or companys promoters or directors, except receiving remuneration as a director or having transaction not exceeding 10% of his total income or such amount as prescribed, during the current nancial year or two immediately preceding nancial years and also satis es other criteria for determining independence as speci ed under the Act, SEBI LODR Regulations and amendments made from time to time.

8.7 A whole-time KMP of the Company shall not hold of ce at the same time in more than one Company except in its subsidiary company. However, a whole-time KMP can be appointed as a director in any company subject to the provisions of the Act and/or SEBI LODR Regulations and in accordance with the policy of the Company. 8.8 The Committee shall review the performance of the Board from time to time.

8.9 The Board shall ensure and satisfy itself that plans are in place for orderly succession of the board of directors and senior management.

8.10 The Committee may recommend removal of any director or KMP to the Board with reasons in writing explaining the breach of company policy or any disquali cations or other such criteria for removal in line with the provisions of the Act and/or SEBI LODR Regulations or for other reasons.

8.11 The Board will have the discretion to retain the whole-time directors, KMP and senior management personnel in the same position/remuneration or otherwise, even after attaining the retirement age, if they deem t for the bene t of the Company.

9. TERMS OF APPOINTMENT

9.1 Managing Director / Whole Time Director / Executive Director / Non-executive Director

9.1 The Board shall appoint or re-appoint any person as a managing director, whole-time director, executive director or manager for a term not exceeding ve years (5 years) at a time subject to approval by the members at the next general meeting.

9.2 Not less than two-thirds of the total number of directors (excluding independent directors) shall be persons whose period of of ce is liable to determination by retirement of directors by rotation and be appointed by the Company in general meeting; and at every annual general meeting, one-third of such of the directors for the time being as are liable to retire by rotation, or if their number is neither three nor a multiple of three, then, the number nearest to one-third, shall retire from of ce as per the provisions of the Act.

9.3 The directors retiring by rotation at every annual general meeting shall be those who have been longest in the of ce since last appointment; the retiring director amongst directors appointed on the same day shall be determined by a lot.

9.4 At the annual general meeting at which a director retires by rotation, the Company may ll up the vacancy either by appointing the retiring director or some other person as may be deemed t.

9.2 Independent Director

9.1 The term of appointment of an Independent Director shall be up to ve (5) years but he or she shall be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment shall be made in the Boards Report.

9.2 No independent director shall hold of ce for more than two consecutive terms but shall become eligible for appointment after expiration of three years (3 years) cool off period, provided that he or she shall not be appointed or associated with the Company in any other capacity, either directly or indirectly during such period.

9.3 At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of listed company or such other number as may be prescribed under the Act.

9.3 KMP and senior management

9.1 The term of appointment and subsequent retirement of KMPs and senior management shall be as per the provisions of the law including the Act, SEBI LODR Regulations, and prevailing policy of the Company.

10. CRITERIA FOR RECOMMENDATION OF REMUNERATION

10.1 Executive Directors / Whole- Time Directors / Managing Directors

10.1.1 The remuneration to the Managing Director and other Executive directors shall be broadly divided into xed and variable components. The xed components shall comprise of monthly salary, allowances, perquisites, amenities and other retirement bene ts. The variable component shall comprise of performance based annual commission and/or incentives. The performance criteria are individual performance based on annual targets, Companys performance and recent compensation trends in the industry.

10.1.2 Subject to provisions of the Act and SEBI LODR Regulations, the remuneration payable shall be approved by the Board of Directors at the time of appointment subject to approval by shareholders of the Company.

10.1.3 The overall remuneration payable to all the directors of the Company including managing director and whole-time directors in respect of any nancial year shall not exceed 11% of the net pro ts of the Company.

10.1.4 Remuneration payable to any one managing director; or whole-time director or manager shall not exceed 5% of the net pro ts of the Company and if there is more than one such director, the remuneration shall not exceed 10% of the net pro ts of all such directors and manager taken together.

10.1.5 Payment of remuneration in excess of the above statutory limits shall be done by recording of clear reason and justi cation and obtaining approval of shareholders through special resolution as per the provisions of the Act, SEBI LODR Regulations and amendments made thereto from time to time.

10.1.6 The fees and compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting if

10.1.6.1 The annual remuneration payable to such executive director exceeds rupees ve crore (5 crore) or 2.5 percent (2.5%) of the net pro ts of the Company, whichever is higher; or 10.1.6.2 Where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 percent (5%) of the net pro ts of the Company.

10.1.7 In any nancial year, if the Company has no pro ts or its pro ts are inadequate, the remuneration payable to its directors, including Managing Director and/or other Executive Director(s), shall be governed by the provisions of Schedule V to the Act subject to the approval of the shareholders of the Company.

10.2 Independent Directors / Non-executive Directors

10.2.1 The remuneration to Non-Executive Directors shall consist of sitting fees for attending Board/ Committee meetings, commission and other reimbursements.

10.2.2 Non-Executive Directors shall be paid commission upto an aggregate amount not exceeding 1 % of the net pro ts of the Company for the year. The payment of commission shall be based on their attendance at the board and the committee meetings as member.

10.2.3 All the Non-executive Directors shall be paid commission on uniform basis.

10.2.4 The Independent directors shall not be entitled to any stock options under the stock option scheme of the Company.

10.3 KMP, Senior Management and other employees

10.3.1 In respect KMPs, senior management and other employees the remuneration shall be payable based on the persons performance, Companys performance, targets achieved, industry benchmark and compensation trends in the industry.

10.3.2 The remuneration shall consist of monthly salary, bonus, perquisites, KPI and other retirement bene ts as per the prevailing policy of the Company.

10.3.3 The Committee shall recommend to the Board and nalise the salary and other perks remuneration in whatever form payable to the senior management.

10.4 Employee Stock Options

As permissible under the provisions of the SEBI (Share Based Employee Bene ts) Regulations, 2014 (as re-enacted), the eligible permanent employees and directors (other than promoter directors and independent directors) of the Company shall be eligible for Stock Options pursuant to Employee Stock Option Scheme of the Company.

10.5 Other common criteria

The Committee shall also consider the following criteria with regards to recommendation of remuneration:

10.5.1 the level and composition of remuneration shall be reasonable and suf cient to attract, retain and motivate potential candidates of the quality required to run the Company successfully; 10.5.2 relationship of remuneration to performance shall be clear and able to meet appropriate performance benchmarks; 10.5.3 in line with best governance practices and legal requirements;

10.5.4 remuneration to directors, KMPs and senior management shall involve a balance between xed and incentive pay re ecting short and long-term performance objectives appropriate to the working of the Company and its goals; and 10.5.5 ensure high quality of work.

11. CRITERIA FOR EVALUATION OF PERFORMANCE OF DIRECTORS

11.1 The evaluation process for performance of the Board, its Committees and directors shall be carried out as per the provisions of the Act and the SEBI LODR Regulations.

11.2 The Committee shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out by the Board and also review its implementation and compliance.

11.3 Each director shall be provided with a questionnaire to be led up, providing feedback on the overall functioning of the Board and its committees.

11.4 The questionnaire shall cover various parameters such as composition structure with independent directors and woman director with relevant skills, experience, knowledge and diversity, understanding of members on their respective roles and responsibilities, discharge of key functions & other responsibilities under the law, etc. 11.5 The directors shall also be asked to provide their suggestions for areas of improvements to ensure higher degree of engagement with the management.

11.6 The Independent Directors shall have a meeting at least once in a year to review the performance and evaluation of the non-independent directors and the entire Board as a whole including the Chairman.

11.7 The evaluation of individual directors shall be carried out considering factors such as their attendance & participation, approach to board & senior management especially for risk management & meeting competition challenges, maintaining con dentiality and other related factors as may be deemed necessary in this exercise.

11.8 The evaluation of independent directors shall be done by the entire board of directors (excluding the directors being evaluated) with respect to 11.8.1 performance of the directors; and 11.8.2 ful llment of the independence criteria as per the provisions of the Act and SEBI LODR Regulations and their independence from the management.

12. BOARD DIVERSITY

12.1 Board diversity is an important aspect that makes use of differences in the skills, regional and industrial experience, background, gender and other distinctions to gain competitive advantage in the market.

12.2 Board diversity shall be such that it ensures that the Board is comprised of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. 12.3 The Committee shall periodically review the size and composition of the Board to ensure its structure in terms of different perspectives, skills and expertise in the board room.

12.4 The Committee shall strive to maintain a proper balance in terms of diversity in gender, thought, experience, knowledge and perspective when recommending persons for appointment to the Board.

13. DISCLOSURE REQUIREMENTS

13.1 The Company shall disclose in its Corporate Governance Report, a chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following: 13.2 The list of core skills/ expertise/ competencies identi ed by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and 13.3 The names of directors who have such skills/ expertise/ competence.

13.4 The Company shall also disclose in its Corporate Governance Report a con rmation that in the opinion of the board, the independent directors ful ll the conditions speci ed in SEBI LODR Regulations and are independent of the management.

13.5 The Corporate Governance Report shall also include detailed reasons for the resignation of any independent director who resigns before the expiry of his or her tenure along with a con rmation by such director that there are no other material reasons other than those provided.

13.6 This policy shall be uploaded on the website of the Company i.e. www.bellacasa.in

13.7 The salient features of this policy and any changes made therein in brief along with a weblink to the policy shall be provided in the Boards Report.

14. LIMITATIONS AND AMENDMENT

14.1 In the event of any con ict between the provisions of this policy and the Act or SEBI LODR Regulations or any other statutory requirements, rules, regulations, enactments, the provisions of such Act or SEBI LODR

Regulations or any other statutory requirements, rules, regulations, enactments, the provisions shall prevail over this policy.

14.2 Any subsequent amendment/modi cation in SEBI LODR Regulations, Act and/ or applicable laws in this regard shall automatically apply to this policy.