Shareholders meeting

Ref- BCFRL/SE/2026-27/24 Date: September 02, 2026 Corporate Relationship Department, Listing Department, BSE Limited National Stock Exchange of India Limited Phioze Jeejeebhoy Tower, Exchange Dalal Street, Mumbai – 400 001 Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. Scrip Code-539399 Symbol-BELLACASA Subject: Notice of the 30th Annual General Meeting (‘AGM’) of the Company for the financial year 2025-26. Dear Sir / Madam, We hereby inform you that in continuation of our letter bearing Ref-BCFRL/SE/2026-27/18 dated August 13, 2026 and in compliance with the provisions of the Companies Act, 2013 read with rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and applicable circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, as amended, from time to time, the 30th Annual General Meeting (“AGM”) of the Company will be held on Tuesday, September 29, 2026 at 01:00 P.M. IST through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM). Pursuant to the requirements of Regulation 34(1) of the Listing Regulations, please find enclosed herewith the Notice of AGM, which is being sent through electronic mode to those Members of the Company whose e‐mail addresses are registered with the Company/ Depository Participants (“DPs”). Kindly take the same on record. Further, in accordance with Regulation 36(1)(b) of the Listing Regulations, a letter is being sent to those Members who have not registered their email addresses with the Company/ DPs, providing the web‐link including the exact path, from where the Notice of the AGM can be accessed on the Company’s website i.e. https://bellacasa.in/pages/investor-relations Thanking you. Yours Faithfully, For Bella Casa Fashion & Retail Limited Sonika Gupta Company Secretary & Compliance Officer Membership No- A38676 Annual Report 2025-26 CORPORATE INFORMATION | STATUTORY REPORTS | FINANCIAL STATEMENTS | NOTICE NOTICE OF THE 30TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE 30TH ANNUAL GENERAL MEETING (“AGM”) OF MEMBERS OF BELLA CASA FASHION & RETAIL LIMITED (“the Company”) WILL BE HELD ON TUESDAY, SEPTEMBER 29, 2026 AT 01:00 P.M. (IST) THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY, TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS ITEM NO. 1 -ADOPTION OF AUDITED FINANCIAL STATEMENTS To receive, consider, and adopt the audited financial statements of the Company for the financial year ended March 31, 2026 together with report of the Board of Directors and Auditors thereon. ITEM NO. 2 - APPOINTMENT OF MR. GAURAV GUPTA (DIN:07106587), AS DIRECTOR, LIABLE TO RETIRE BY ROTATION To appoint a director in place of Mr. Gaurav Gupta (DIN: -07106587), Director, liable to retire by rotation in terms of section 152 (6) of the Companies Act, 2013 and being eligible offers, himself for reappointment. “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Gaurav Gupta (DIN: -07106587) Director, who retires by rotation at this meeting, and being eligible, has offered himself for re-appointment, be and is hereby re- appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS ITEM NO.3 - APPROVAL OF THE REMUNERATION OF MR. PAWAN KUMAR GUPTA (DIN: 01543446), MANAGING DIRECTOR OF THE COMPANY To consider and if thought fit, pass with or without modification(s), following resolution as a “Special Resolution”: “RESOLVED THAT in furtherance to the resolution passed by way of special resolution at the Annual General Meeting of the Company held on September 16, 2025 and pursuant to the provisions of Sections 190, 196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder and Schedule V of said Act (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association and on the recommendation of the Nomination and Remuneration/ Compensation Committee, and relevant approvals of the Audit Committee and the Board of Directors the consent of the members of the Company be and is hereby accorded for increase in the remuneration payable to Mr. Pawan Kumar Gupta (DIN: 01543446), Managing Director of the Company with effect from August 13, 2026 for a period of three (3) years, i.e., from August 13, 2026 to August 12, 2029 to Rs. 6,00,000/- (Rupees Six Lakhs only) per month, with the other terms and conditions of his appointment remaining the same and continue to remain in force and effect. RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI [LODR]”), consent of the Members be and is hereby accorded for the payment of remuneration to Mr. Pawan Kumar Gupta (DIN: 01543446), Managing Director, who is also Promoters of the Company, notwithstanding that such remuneration maybe in excess of 5 per cent of the net profits of the Company as calculated under Section 198 of the Act, in any financial year during his tenure of appointment. RESOLVED FURTHER THAT, the Board or any Committee thereof or the Company Secretary of the Company be and is hereby authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto” ITEM NO. 4 - APPROVAL OF THE REMUNERATION OF MR. HARISH KUMAR GUPTA (DIN: 01323944), CHAIRMAN & WHOLE-TIME DIRECTOR OF THE COMPANY To consider and if thought fit, pass with or without modification(s), following resolution as a “Special Resolution”: Annual Report 2025-26 172 “RESOLVED THAT in furtherance to the resolution passed by way of special resolution at the Annual General Meeting of the Company held on September 16, 2025 and pursuant to the provisions of Sections 190, 196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the rules made thereunder and Schedule V of said Act (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association and on the recommendation of the Nomination and Remuneration/ Compensation Committee, and relevant approvals of the Audit Committee and the Board of Directors the consent of the members of the Company be and is hereby accorded for increase in the remuneration payable to Mr. Harish Kumar Gupta (DIN: 01323944), Chairman & Whole-Time Director of the Company with effect from August 13, 2026 for a period of three (3) years, i.e., from August 13, 2026 to August 12, 2029 to Rs. 6,00,000/- (Rupees Six Lakhs only) per month, with the other terms and conditions of his appointment remaining the same and continue to remain in force and effect. RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI [LODR]”), consent of the Members be and is hereby accorded for the payment of remuneration to Mr. Harish Kumar Gupta (DIN: 01323944), Chairman & Whole-Time Director, who is also Promoters of the Company, notwithstanding that such remuneration maybe in excess of 5 per cent of the net profits of the Company as calculated under Section 198 of the Act, in any financial year during his tenure of appointment. RESOLVED FURTHER THAT, the Board or any Committee thereof or the Company Secretary of the Company be and is hereby authorized to do all such things, deeds, matters and acts, as may be required to give effect to this resolution and to do all things incidental and ancillary thereto” By the order of the Board of Director For BELLA CASA FASHION &RETAIL LIMITED Sd/- Sonika Gupta Company Secretary & Compliance Officer Membership Number- A38676 Date -Thursday, August 13, 2026 Place - Jaipur Registered Office E-102, 103, EPIP, [Showing first 8,000 characters — download PDF for full document]