Bella Casa Fashion & Retail Limited has announced significant board changes and subsequent committee reconstitution following its meeting held on February 24, 2026. The company has appointed Mrs. Bharti Rastogi as Additional Director (Non-Executive Independent Director) while confirming the resignation of Mrs. Nivedita Ravindra Sarda on the same date.

Board Meeting Outcome

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors approved key appointments and acknowledged resignations during their meeting on February 24, 2026. The meeting commenced at 02:15 P.M. and concluded at 02:51 P.M.

New Director Appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mrs. Bharti Rastogi (DIN: 11535449) as an Additional Director for a period of 5 years, effective February 24, 2026, to February 23, 2031. The appointment is subject to shareholder approval through postal ballot.

Director Profile

Mrs. Bharti Rastogi brings over a decade of experience across global IT consulting and business management. She currently serves as Creative & Sales Head at Rastogi Steel Furniture for over six years, where she has led the company's digital transformation, managing online sales, branding, and growth execution. She has successfully modernized traditional business models through strong digital positioning.

Previously, she worked as a Software Engineer at Accenture, delivering high-impact international projects and earning the prestigious Gold Achiever's Award in her first year. A B.Tech graduate in Electronics & Communication Engineering and an academic scholarship recipient, she combines analytical thinking with operational excellence. Her global onshore experience further strengthens her strategic and leadership capabilities.

Board Committee Reconstitution

Following the director changes, the Board approved the reconstitution of key committees with immediate effect. The terms of reference for all committees remain unchanged and continue to be in effect.

Shareholder's/Investors Grievance Committee

Nomination and Remuneration/Compensation Committee

Outgoing Director Details

The Board formally acknowledged the resignation of Mrs. Nivedita Ravindra Sarda (DIN: 00938666) as Independent Director, effective from the close of business hours on February 24, 2026. Her resignation letter, dated February 17, 2026, cited professional and personal commitments as the reason for departure.

Regulatory Compliance

The company confirmed that Mrs. Bharti Rastogi is not debarred from holding directorship by SEBI or any other authority and fulfills the independence criteria under the Companies Act, 2013 and Listing Regulations. She is not related to any existing Board member. The Board has approved seeking shareholder approval through postal ballot for Mrs. Bharti Rastogi's appointment as Independent Director.

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.

Regulatory Filing and Board Approval

The company submitted its quarterly results to BSE Limited (Scrip Code: 539399) and National Stock Exchange of India Limited (Symbol: BELLACASA) under Regulation 30 & 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. The Board meeting commenced at 03:30 P.M. and concluded at 03:45 P.M., with the Audit Committee recommending approval of the unaudited financial results.

Financial Performance Highlights

The company demonstrated strong year-over-year growth across key metrics, though sequential performance showed some moderation from the previous quarter. EBITDA margins remained consistent at approximately 8.7% in Q3FY26, while PAT margins improved from 4.3% in Q3FY25 to 5.0% in Q3FY26.

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. EBITDA margins for the nine-month period remained consistent at approximately 8.5%.

Statutory Compliance and Auditor Review

Kalani & Co. LLP, the company's statutory auditors, conducted a limited review of the unaudited financial results as required under Regulation 33 of SEBI regulations. The review was performed in accordance with Standard on Review Engagements (SRE) 2410, with Partner Deepak Khandelwal (M. No. 409520) signing off on the review report dated February 7, 2026.

Strategic Achievements and Balance Sheet Strength

The company achieved a significant milestone by reaching net debt-free status in Q3FY26, reinforcing its balance sheet strength. Average realizations during the nine-month period increased by approximately 11% compared to FY25, driven by improved product mix and pricing discipline. Operating cash flows remained strong, providing sufficient surplus to fund growth initiatives and business expansion plans.

Management Commentary and Outlook

Saurav Gupta, Whole-Time Director (DIN: 07106619) of Bella Casa Fashion & Retail Ltd., commented on the quarter's performance: "In a quarter impacted by preponement of the festive calendar, we were able to continue our growth performance, driven by agile execution. Our investments in enhancing speed-to-market capabilities have allowed us to deliver on client expectations and remain closely aligned with evolving fashion trends."

The company has made strategic investments in doubling production capacity and acquiring new land parcels for future expansion, all funded entirely through internal accruals. These investments have laid the foundation for the next 5 years of sustainable growth, with incremental profitability expected to enhance return ratios.