Bella Casa Fashion & Retail Limited has formally announced the resignation of Mrs. Nivedita Ravindra Sarda from her position as Independent Director, effective February 24, 2026. The announcement was made through a regulatory filing dated February 18, 2026, in compliance with Regulation 30 of SEBI Listing Regulations.

Resignation Details

Mrs. Sarda, holding Director Identification Number (DIN) 00938666, submitted her resignation letter on February 17, 2026. Her departure will be effective from the close of business hours on February 24, 2026.

Committee Positions

Along with her directorship, Mrs. Sarda will also relinquish her committee positions within the company:

• Chairperson of Nomination and Remuneration Committee
• Member of Shareholder's/Investors Grievance Committee

Other Directorships

According to the regulatory disclosure, Mrs. Sarda currently holds directorships in two other listed companies:

Mayur Uniquoters Limited

• Audit Committee – Chairperson
• Stakeholder Relationship Committee – Member
• Nomination & Remuneration Committee – Member
• Risk Management Committee – Member
• Corporate Social Responsibility Committee – Member

Electrotherm (India) Limited

• Audit Committee – Member
• Stakeholder Relationship Committee – Chairperson
• Nomination & Remuneration Committee – Member

Regulatory Compliance

The company has confirmed that Mrs. Sarda provided written confirmation that there are no other material reasons for her resignation beyond those mentioned in her resignation letter. This disclosure is in accordance with SEBI regulations governing the resignation of independent directors.

The resignation letter and all related documentation have been filed with both BSE Limited (Scrip Code: 539399) and National Stock Exchange of India Limited (Symbol: BELLACASA) as required under the listing regulations.

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.