Bella Casa Fashion & Retail Ltd has filed its annual disclosure under SEBI takeover regulations for the financial year ended March 31, 2026. The Jaipur-based home furnishing, garment and fabrics company submitted the mandatory disclosure to both BSE and NSE on April 04, 2026.

Promoter Group Shareholding Details

According to the disclosure, the promoter and promoter group collectively hold 78,09,962 equity shares, representing 58.34% of the company's total shareholding as of March 31, 2026. Managing Director Pawan Kumar Gupta, who filed the disclosure on behalf of the promoter group, confirmed that no encumbrance was made directly or indirectly on these shares during the financial year.

Regulatory Compliance

The disclosure was made in pursuance of Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Company Secretary Sonika Gupta submitted the filing to the stock exchanges, ensuring compliance with regulatory requirements. The company trades on BSE under scrip code 539399 and on NSE under the symbol BELLACASA.

Company Background

Bella Casa Fashion & Retail Ltd, formerly known as Gupta Fabtex Pvt. Ltd., operates as an importer, manufacturer and exporter of home furnishing, garments and fabrics. The company is headquartered at E-102, 103, EPIP, Sitapura Industrial Area, Jaipur, Rajasthan, and was incorporated in 1996 with CIN L17124RJ1996PLC011522.

The annual disclosure demonstrates the company's commitment to maintaining transparency with shareholders and regulatory authorities regarding promoter group shareholding patterns and any changes in stake ownership during the financial year.

Bella Casa Fashion & Retail Ltd has completed the dispatch of its postal ballot notice to shareholders on March 25, 2026, seeking approval for the appointment of Mrs. Bharti Rastogi as an Independent Director. The company has also published newspaper advertisements in compliance with regulatory requirements under Regulation 30 and 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Postal Ballot Notice Dispatch

The company successfully dispatched the postal ballot notice exclusively through electronic means on March 25, 2026, to shareholders whose email addresses are registered with the company, depositories, or Registrar and Transfer Agent as on the cut-off date of March 20, 2026. Company Secretary Sonika Gupta confirmed the completion of this process through official communication to stock exchanges.

Regulatory Compliance

In adherence to SEBI regulations, the company published newspaper advertisements in "Financial Express" (English) and "Dainik Navjyoti" (Hindi) newspapers regarding the postal ballot notice dispatch. The advertisements provide comprehensive information about the e-voting process and resolution details for shareholder convenience.

Proposed Director Appointment

The postal ballot seeks approval for appointing Mrs. Bharti Rastogi (DIN: 11535449) as an Independent Director for a five-year term from February 24, 2026 to February 23, 2031. She brings over a decade of experience in global IT consulting and business management, currently serving as Creative & Sales Head at Rastogi Steel Furniture.

E-Voting Timeline

The remote e-voting process will be conducted exclusively through Central Depository Services Limited (CDSL) platform, with no physical ballot forms being distributed to shareholders.

Scrutinizer Appointment

Mr. Manish Sancheti, Practicing Company Secretary (Membership No. F-7972, CoP No. 8997), has been appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner. The results will be announced at the company's registered office and communicated to BSE Limited and National Stock Exchange of India Limited.

Committee Positions

Upon appointment, Mrs. Rastogi will serve as Member of the Shareholders/Investors Grievance Committee and Chairperson of the Nomination and Remuneration Committee. The company has confirmed that she meets all independence criteria under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.