Bella Casa Fashion & Retail Limited has formally responded to regulatory fines imposed by both NSE and BSE for alleged non-compliance with director appointment regulations. The company's Board of Directors addressed the matter in their meeting held on February 07, 2026, providing detailed comments on the penalties levied under Regulation 17(1A) of SEBI Listing Regulations.

Regulatory Fines Imposed

Both stock exchanges imposed significant penalties on the company for non-compliance with requirements pertaining to the appointment of non-executive directors above 75 years of age:

The fines were levied at ₹2,000 per day for the quarter ended September 2025, relating to Mr. Surendra Singh Bhandari's appointment as Non-Executive Director.

Company's Response and Justification

The Board of Directors provided a comprehensive response defending their actions and compliance approach. The company highlighted several key points in their defense:

• Timely Board Approval: The Board approved Mr. Surendra Singh Bhandari's appointment on July 14, 2025, in accordance with Sections 152 and 161 of the Companies Act, 2013
• Shareholder Approval Obtained: Special Resolution was passed at the Annual General Meeting held on September 16, 2025, within the three-month statutory timeline
• Proper Documentation: The explanatory statement included detailed justification for the appointment
• Regulatory Compliance: All necessary intimations and disclosures were filed with both exchanges in prescribed manner and timelines

Legal Position and Waiver Application

The company emphasized that the interpretation of relevant provisions is currently under litigation before the Hon'ble Supreme Court. This includes references to earlier SAT orders in matters such as Nectar Life Sciences Ltd. and 20 Microns Ltd., with subsequent embargo imposed by the Supreme Court prior to amendment of Regulation 17(1C).

Bella Casa Fashion & Retail Limited has applied to both stock exchanges seeking waiver of penalties through letters dated December 06, 2025. The management confirmed that these applications are under examination, with the matter currently pending with NSE Limited for consideration.

Exchange Requirements and Consequences

Both exchanges have mandated payment of fines within 15 days of their notices dated November 28, 2025. Failure to comply may result in:

• Freezing of entire shareholding of promoters in the company and other securities
• Trading restrictions with securities moving to 'Trade for Trade' basis
• Potential shifting to Z Category for consecutive defaults

The company can apply for waiver with non-refundable processing fees of ₹10,000 plus 18% GST if fine amounts exceed ₹5,000. The exchanges have provided specific procedures and documentation requirements for waiver applications through their respective portals.

Bella Casa Fashion & Retail Limited has reported robust financial performance for Q3FY26, with net profit growing 26.9% year-over-year to ₹445.44 lakhs. The apparel and home furnishing company announced these results following a Board meeting held on February 7, 2026, where directors approved the unaudited financial statements for the quarter ended December 31, 2025.

Financial Performance Highlights

The company demonstrated strong year-over-year growth across key metrics, though sequential performance showed some moderation from the previous quarter.

Nine-Month Performance

For the nine months ended December 31, 2025, Bella Casa Fashion & Retail maintained strong growth momentum with consolidated performance showing significant improvement over the previous year.

Cost Structure and Margins

The company's cost management showed mixed results during Q3FY26. Cost of materials consumed decreased to ₹3,234.52 lakhs from ₹3,655.23 lakhs in Q3FY25, while direct manufacturing expenses declined to ₹4,557.40 lakhs from ₹4,728.60 lakhs year-over-year. Total expenses for the quarter stood at ₹8,475.15 lakhs compared to ₹7,591.93 lakhs in the corresponding previous quarter, resulting in profit before tax of ₹599.76 lakhs.

Corporate Governance and Compliance

The financial results were reviewed and recommended by the Audit Committee before approval by the Board of Directors. The company's statutory auditors, Kalani & Co. LLP, conducted a limited review of the unaudited financial results as required under Regulation 33 of SEBI regulations. The company operates primarily in textile production and retailing with integrated operations, focusing on apparels and home furnishing products with no geographical segments outside India except for textile exports.

Business Operations

Bella Casa Fashion & Retail continues to focus on its core business of apparel and home furnishing products with integrated manufacturing and retail operations. The company completed a rights issue in November 2024, allotting 19,12,500 equity shares at ₹261 per share, and management confirmed that proceeds have been utilized as per the stated objectives without any deviation.