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 , a prominent player in the Indian fashion and retail sector, has reported significant growth in its financial performance for the first half of fiscal year 2025-26.

Financial Highlights

The company's financial results for H1 FY2025-26 reveal impressive growth across key metrics:

Revenue and Profit Growth

Bella Casa Fashion & Retail reported a robust 20% year-on-year increase in sales, reaching 215.90 crore rupees in H1 FY2025-26. This growth indicates strong demand for the company's fashion and retail offerings.

The company's net profit saw an even more impressive surge, jumping 40% to 11.10 crore rupees. This substantial increase in profitability suggests effective cost management and improved operational efficiency.

Operational Performance

• The company generated 41.00 crore rupees in free cash flow from operations.
• Capital expenditure of 51.00 crore rupees was invested to double capacity over the next few years.
• Capacity utilization stood at 70% during the period.
• Inventory levels reached multi-year lows due to a shift to Just-in-Time operations.

Financial Position

• The company maintains a strong balance sheet with negligible net debt of 6.00 crore rupees.
• Return on Capital Employed (ROCE) achieved was 19%.

Strategic Shift and Future Outlook

Bella Casa Fashion & Retail has completed its strategic shift away from Home Furnishing to focus on the Apparel business. The company is targeting growth through:

1. Deeper client penetration
2. New client onboarding
3. Expansion into new domestic and international markets

Conclusion

Bella Casa Fashion & Retail Limited's H1 FY2025-26 results demonstrate the company's ability to grow its revenue and profitability in a competitive market. The significant increase in sales and net profit, coupled with strategic investments and operational improvements, positions the company well for future growth in the Indian fashion and retail sector.