General information about company

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1 General information about company Scrip code NSE Symbol MSEI Symbol ISIN Name of the company Bella Casa Fashion & Retail Limited Type of meeting AGM Date of the meeting / Date of declaration of results (in case of ) Start time of the meeting 12:00 PM End time of the meeting 01:15 PM

2 Scrutinizer Details Name of the Scrutinizer Monika Sabnani Firms Name smonika & associates Qualification CS Membership Number Date of Board Meeting in which appointed Date of Issuance of Report to the company

3 Voting results Record date Total number of shareholders on record date 393 shareholders present in the meeting either in person or through proxy a) Promoters and Promoter group 4 b) Public 11 shareholders attended the meeting through video conferencing a) Promoters and Promoter group 0 b) Public 0 resolution passed in the meeting 10 Disclosure of notes on voting results

4 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(1) Ordinary No Consideration and adoption the Financial Statements of the Company for the year ended 31st March, 2018 including Audited Balance Sheet as at 31st March, 2018 and the Statement of Profit & Loss for the Year ended on that date and Reports of the Board of Directors and Auditors thereon % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] (if applicable) Total (if applicable) Total (if applicable) Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

5 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

6 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(2) Ordinary No Declaration of final dividend of Rs 050 (fifty paisa) per equity shares for the financial year ended 31st March, 2018 % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

7 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

8 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(3) Ordinary No Re-appointment of Mr Saurav Gupta (DIN: ) liable to retire by Rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible offers himself for Re-appointment % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

9 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

10 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(4) Ordinary No Ratification of appointment of Auditors and fix their remuneration in this regard % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

11 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

12 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(5) Special Yes Revision in terms of Remuneration of Mr Harish Kumar Gupta, Chairman & Whole-Time Director of the Company % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

13 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

14 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(6) Special Yes Revision in terms of Remuneration of Mr Pawan Kumar Gupta, Managing Director of the Company % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

15 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

16 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(7) Special Yes Revision in terms of Remuneration of Mr Gaurav Gupta, Whole-Time Director of the Company % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

17 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

18 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(8) Special Yes Revision in terms of Remuneration of Mr Saurav Gupta, Whole-Time Director of the Company % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

19 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

20 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(9) Special No Enhancement of Borrowing Powers of the Company under section 180(1)(c) % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

21 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

22 Resolution required: (Ordinary / Special) Whether promoter/promoter group are interested in the agenda/resolution? Description of resolution considered Promoter and Promoter Group Public- Public- Non Mode of voting shares held votes polled Resolution(10) Special No Creation of charge on Company s properties under section 180(1)(a) % of Votes polled on outstanding shares votes in favour votes against (1) (2) (3)=[(2)/(1)] (4) (5) % of votes in favour on (6)=[(4)/(2)] Total Total Total Total Whether resolution is Pass or Not Yes Disclosure of notes on resolution % of Votes against on (7)=[(5)/(2)]

23 Promoter and Promoter Group Public Insitutions Public - Non Insitutions Details of Invalid Votes Votes

25 400 ' BELLA CASA FASHION & RETAIL LTD E-maifihi n} é, ej 22;2flfi BELLQ (Formerly Known as Gupta Fabtex Pvt Ltd) Website : wwwbellacasain l t, Ma ufacturer & Exporters of I 132%? grusrnishpna, Garment & Fabrics ClN : L17124RJ1996PLC E 102, 103, EPIP, Sitapura Industrial Area, Jaipur , INDIA Ref- ESE/ /24 Date: September 03, 2018 To, Listing Department, Bombay Stock Exchange Limited Floor 25, PJ Tower, Dalal Street, Mumbai 001 Subject Scrutinizer Report on results of Annual General Meeting held on Friday, 31St day of August, 2018 Scrip Code Dear Sir/Ma am, With respect to above mentioned subject please find enclosed attached herewith Scrutinizer Report in connection with the Resolution passed in Annual General Meeting held on Friday, 315 day of August, 2018 Kindly take this information on record Sonika Gupta MembershipNo A Company Secretary & Compliance Officer

26 Mom'fig Sa'6nani 354, Q ractzcmg Company Secretary MafiaveerWagar I", "Ion/{Road jaipur 18 EmaiEmom' asa6nani@ mailcom flfaanpfione: wfi Consolidated Scrutinizer s Report ' (Pursuant to Section 108 and Section 109 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014] i To, The Chairman ' 22"d Annual General Meeting of Equity Shareholders of Bella Casa Fashion & Retail Limited held on Friday, August at 12:00 PM at 55-1, EPIP, Sitapura Industrial Association Office, Above tclcl Bank, Sitapura Industrial Area, Jaipur v (Rajasthan) Scrip ID: BELLACASA Scrip Codez Dear Sir I, Monika Sabnani, Company Secretary in Practice, have been appointed as Scrutinizer by the authority of the Board of Directors of M/s Bella Casa Fashion & Retail Limited (the Company) for the purpose of scrutinizing the voting by electfcnic means ("remote e-voting") and through Physical Ballot Voting carried out by the Comtia f ] pursuant to Section 108 and section 109 of the Companies Act, 2013 ("the Act") read with Rule 20 and 21 otthe Companies (Management and Administration) Rules, 2014 as amended, on the fésqutions contained in the notice to the Twenty Second Annual General Meeting held on Friday 31" August 2018 at 12:00- PM, at AS-t, FPIP Sitapura Industrial Association ICICI Bank Sitapura Industrial Area Jaipur 022, Office, Above onsibilit as scrutinizer for: the voting process is, restricted rgcnifiisifer's Regen of the votes cast "in favour or "against" the reports generated 'esoiuii0n(s)tgag %fi;gg from the e -voting system Provided by the Centrai De snow services (India) Limited ("CDS'L") (the Agency/ service provrder) and PDYSIcaI ballot Votes cast At the Annual General Meeting I II The Company has entered into an arrangementsmh CDSL to facilities for voting through Electronic means to mg Members to participate in the remote evoting The cut-off date for the purpose of identifying the Members Who provide e voting Who Were eligible w vote on the resolution placed for their approval was Friday, August 232? to Scanned with CamScanner

27 l March, I % ' ', V ill As prescribed in the Rules, the remote e Noting f3 3" )! was kept open l0' "96 days from Tuesday, August (9200 AM) till Thursday August 30 " 2018 (5:00 pm) lv At the end of remote e ~voting period on Thursday August 30'" 2018voting of portal Agency was blocked forthwith l V On Friday August 31" 2018 at the AGM proceedings, Members had 0* Who voted through e-voting facility opted for the physical ballot voting at AGM Thereafter the votes cast through remote E -voting process were unblocked by me in the presence of Mr lndrajeet Sharma and Ms Sonika Bhutra submit herewith consolidated scrutinizer's report on the basis of results of electronic means voting through (remote e ~voting) and Physical Ballot Voting as under: ORDINARY BUSINESSES - - Item No 1:- v Ordinary Resolution: To receive consider and adopt the Financial Statements of the o Company for the year ended 318! March, 2018 including Audited Balance Sheet as at and the Statement of Profit 8 Loss for the Year ended on of the that date and Board of Directors Reports and Auditors thereon I v - Particulars Votes in favour of Votes against the (Mode of Invalid Resolution Resolution Voting) Votes of total _ % of total Nos Nos of Valid Nos Nos of Valid Votes Nos Cast Remote Votes Cast % Nil 0% Physical Ballot NIL 5526% Nil 0% V6ting ML Total % Nil #2 ML item No 2:- 5 Ordinary Resolution: To declare Final Dividend on equity shares for the- ' ended 315i March, 2018 financialvyear Votes in favour of Votes against the Particulars Resolution Resolution (Mode of % of total % of total Voting) Nos Nos of Valid Nos Nos of Votes Cast Valid V Remote % N I liiliit Phyflc t % N" o in Totalq % Nil ltém No 3:- ResolutronTo appornt a Director in place of Mr 83urav GUpta firglenforyretire by Rotation in terms of Section 152(6) of the Companies Act eligible offers himself for Re-appomtment (DIN: ) 2013 and being Scanned with CamScanner

28 e ' Votes i" Particulars (M f V ""9 ---~~-~_ _ Votes in favour of Resolution Votes against the, inv éiia" Resolution ~ Votes % or total % of total Nos of Valid Nos Nos of Valid Cast Nos Votes Cast Remote E-Votin Physical Ballot 4474% 1 Nil i 0% fl Votin % Nil I I o 3 " O /o NlL 100% 1 Nil 1 0% item No ML 4:- ggdlzary Resolution: To at ratify the A appointment of Auditors and fix their remuneration in this ihm N Votes in favour of Votes against the - Resolution ( We ' Resolution %» Voting) of total / of total _ Particulars Remote E-Votinmm PhysicalBallot invalid Votes Nos of Valid Nos V Nos of Valid! Nos Votes Cast 0% ' we item No 5:- Special Resolution: Revision in terms of Remuneration of Mr (DIN: ) Chairman & Whole Time Director of the Company Harish Kumar-Gupta Votes in Particulars favour of ' Resolution Votes against the (Mode of Resolution invalid % of total Voting) Votes Nos Nos of % Valid of total Votes Nos of Remote Cast Valid E Voting l % Votes Cast Physical Ballot I Voting Total I _01% m S ecial Resolution: Revision in terms of (D in: ) Remuneration of Managing Director of the Mr Company Votes in favour of articulars Resolution F (Mode of % of total Voting) Nos Nos of Valid LRemote J Votes Cast 7199% Physical Ballot Voting % Total Pawan Kumar Gupta Votes against the % of total Nas of Valid Votes Cast '33:: Nos r Scanned with CamScanner

29 _> Resolution ' - ' ' m" ' 4 b item No 7:- SpeCIal (DlN: Resolution: Revision in terms of ) Remuneration of MR Whole-Time Director of the Company Gaurav Gupta F -' é Votes in favour of Particulars Votes against the Invalid (Mode Resolution of Resolution Votes % of total % of total Nos of Valid Nos Nos of Valid Nos Votes Cast Votes Cast 7199% Nil 0% ML 2801% Nil 0% NIL item No 8:- 100% Nil 0% ML Special Resolution: Revision in terms of Remuneration of Mr Saurav Gupta (DIN: ) Whole-Time Director of the Company " Particulars Votes in favour of Votes against the invalid (M008 0f i Voting) Resolution Votes Nos [7 of total Nos %- of total Nos 1 Nos ' _of Valid ' Nos of Valid Votes Cast Votes Cast Remote E % Nil 0% Voting NIL - Physical Ballot % Nil 0%, Voting Total % Nil NlL 0% MIL Item No 9:- Special Resolution: Enhancement of Borrowing Powers Votes in favour of Particulars Votes against the Resolution Resolution (Mode of % of total % of total Voting) Nos Nos of Valid, Nos Nos of Valid Votes Cast Votes Remote Cast E Voting % Nil Physical Ballot _25% Votin Nil Total; % Nil Special Resolution: To authorize Board of Directors under Section 180(1) (a) Votes in favour of Votes against the ulars Resolution Resolution image of N% of % of {to/tail total os 05 o a Votlng) N N03 Nos of Vail u Votes Cast d V lnvalid 7 " Votes Nos 5 flyij 7 -\ _ W\P :2") (0 UR L "v12 \ E _No(3105 gm: 9 r r 77: p m f3' \ ' v \ /'\ l Zing"; pt-:1 '- 4 ;~_ y :»' -' Scanned with CamScanner "

30 ' l i i Remote E-Votin _ Pn I 4474% N" ' r? 0% I 11'me VI Vfl'gf msa'm % N" 0% I NIL Total % N" J 0% I ' NIL The Electronic data and all other relevant records relating to remote e-voting and a physical Ballot Voting are under my safe custody and all will be Company for handed to the preserving safely after the Chairman over considers approves and srgns the minutes of the AGM Thanking you, Yours Wily, 13?), : \Ef C'Ol"\ flag/l 1% \ l (03% 105 3,777,: ' in practice, Weary Memb é ififiib No COP Dated: September 03", 2018 jnthmeel flint? MA MAM Witness _1: Witness jag/vim BH UTA A 2: ' v unter Signed by: IS; Bella Casa Fashion and Retail [jimlted F Al ILL; Chairman DIN: Scanned with CamScanner

SUBJECT: SUBMISSION OF SCRUTINIZER'S CONSOLIDATED REPORT OF EVOTING CONDUCTED AND VOTING ON POLL

SUBJECT: SUBMISSION OF SCRUTINIZER'S CONSOLIDATED REPORT OF EVOTING CONDUCTED AND VOTING ON POLL Date: September 29, 2018 To The Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Security Code: 540596 To National Stock Exchange of India Limited Exchange