Bella Casa Fashion & Retail Ltd

AGM Details

• AGM held on 29-09-2026, 01:00-01:30 PM, via VC/OAVM.
• Record date 22-09-2026.

Resolutions

• Item 1 (Ordinary): Adopt audited financial statements for year ended March 31, 2026 — Passed.
• Item 2 (Ordinary): Re-appointment by rotation of director — Passed.
• Item 3 (Special): Approve remuneration of Managing Director & CEO — Approved.
• Item 4 (Special): Approve remuneration of Chairman & Whole-Time Director — Approved.

Voting Results

• Item 1: Passed; 9,564,078 in favour, 2 against.
• Item 2: Passed; 9,564,078 in favour, 2 against.
• Item 3: Passed; 1,754,116 in favour, 2 against.
• Item 4: Passed; 1,754,116 in favour, 2 against.

Dividend

• Dividend not proposed or declared.

Director Changes

• Director re-appointment by rotation approved.

AGM Details

• Date and mode: AGM held through VC/OAVM.
• Ended after the voting window.

Resolutions

• Ordinary: Receive, consider, and adopt audited financial statements and reports.
• Ordinary: Reappointment of director liable to retirement by rotation.
• Special: Approval of remuneration for the Managing Director.
• Special: Approval of remuneration for the Chairman & Whole-Time Director.

Voting status

• Voting results to be declared within two working days; not disclosed in filing.
• Remote e-voting facility provided; results to be announced after meeting.

Director changes

• Director change: Reappointment of director liable to retirement by rotation.

Auditor update

• Statutory audit report has no qualification.

Bella Casa Fashion & Retail Ltd: Trading Window closed from Oct 01, 2026 until expiry of 48 hours after declaration of Unaudited Financial Results for the second quarter and half-year ended September 30, 2026

AGM Details

• AGM date: September 29, 2026; time 01:00 PM IST.
• Mode: VC/OAVM; venue deemed at registered office.
• Cut-off for remote e-voting: September 22, 2026.
• Register of Members closed: September 23–29, 2026.

Resolutions

• Item 1: Ordinary; adopt audited financial statements for 2025-26.
• Item 2: Ordinary; reappoint Gaurav Gupta as Director, liable to retire by rotation.
• Item 3: Special; MD remuneration increased to Rs 6,00,000 per month for 3 years.
• Item 4: Special; Chairman & WTD remuneration increased to Rs 6,00,000 per month for 3 years.
• RPT note: Remuneration approvals are related party transactions.

Voting Status

• Voting results not disclosed; to be announced post-AGM.

Financial performance

• Revenue from operations rose to ₹41,639.67 Lakhs in FY26.
• Total income: ₹41,969.14 Lakhs in FY26.
• EBITDA ₹3,678.46 Lakhs; up 24.5% YoY.
• PAT ₹2,012.72 Lakhs; up 27.4% YoY.
• Basic EPS ₹15.13; Diluted ₹15.13.
• RoCE at 16.9% in FY26.
• Capex about ₹46 crore funded via internal accruals.
• Net worth ₹16,708.72 Lakhs; up 11.8%.
• Dividend not declared for FY26.

Operations and capacity

• Installed capacity ~2 crore pieces annually across 7 Jaipur plants.
• Capex modernization and debottlenecking; capacity up ~15%.
• In-house design studio with Gen-Z capability; Industry 4.0 enabled.
• Manufacturing footprint includes seven plants; scalable platform.

Capital structure and liquidity

• Net debt ₹4,986.21 Lakhs; gearing 0.30x.
• OCF ₹31 Crore in FY26; robust cash generation.
• Undrawn facilities ₹1,000.49 Lakhs.
• Right Issue proceeds: ₹4,991.63 Lakhs used for capex and WC.

Dividends and shareholder matters

• No dividend recommended for FY26; prior year ₹2.00/share.
• Unclaimed dividend details published; some amounts transferred to IEPF.
• Rights issue completed 2024; proceeds utilized as planned.

Governance & risk management

• Board reconstitution: several independent directors concluding terms in 2025.
• Audit Committee reconstitution; new independent directors joined in 2025.
• CSR Committee active; FY26 CSR spend ₹31 Lakhs.
• Internal controls robust; no fraud reported; compliance ongoing.

CSR & sustainability

• CSR spend ₹31 Lakhs; 2% average net profit benchmark.
• CSR projects include education, women empowerment; policy on website.

Audits & controls

• Statutory auditors Kalani & Co.; Secretarial: CSM & Co.
• Secretarial Audit noted appointment of independent director aged 75 without prior special resolution; rectified.
• Internal controls robust; audit opinions unmodified; no fraud reported.

Q1 FY27 Highlights

• Revenue rose 33% YoY to ₹120 crs in Q1 FY27.
• Volume up 22% despite Eid, Ramadan and elections.
• Average realisation up 9.5%.
• Capacity utilisation ~70% in Q1; capacity 20 mn pieces/year.
• Debottlenecking lifts capacity ~15% from next quarter.
• EBITDA ₹5.9 crs; margin 4.9%.
• PAT ₹2.7 crs; margin 2.1%.
• Operating cash flow ~₹10 crs; capex ~₹4 crs in quarter.
• Upgrades to enable vertical integration by end of Q2.
• Onboarded UAE-based fast fashion retailer's Indian arm for growth visibility.
• Started ODM supply of home furnishings; onboarded India's largest mattress brand.
• Positive engagements with other leading domestic retailers.
• All-time high orderbook supports elevated capacity utilization.