Celebrity Fashions Limited Board Approves Share Capital Reclassification and ₹5.02 Crore Preferential Issue

Celebrity Fashions Limited's board of directors convened on January 19, 2026, to approve crucial corporate restructuring initiatives that will reshape the company's capital structure. The board meeting, which lasted from 14:30 PM to 15:20 PM, resulted in the approval of two major proposals that require regulatory and shareholder consent.

Share Capital Reclassification Approved

The board approved the reclassification of the company's authorized share capital structure, converting a portion of 1% Cumulative Redeemable Preference Shares into equity shares. This restructuring requires amendment to the capital clause of the company's Memorandum of Association and is subject to shareholder approval.

Parameter:	Before Amendment	After Amendment
Total Authorized Capital:	₹90.00 crores	₹90.00 crores
Equity Shares:	6.40 crore shares (₹64.00 crores)	7.00 crore shares (₹70.00 crores)
Preference Shares:	2.60 crore shares (₹26.00 crores)	2.00 crore shares (₹20.00 crores)
Face Value per Share:	₹10.00	₹10.00

The reclassification maintains the total authorized capital at ₹90.00 crores while increasing the equity component by ₹6.00 crores and reducing the preference share component by the same amount.

Preferential Issue Details

The board sanctioned a preferential issue of 48,69,932 fully paid-up equity shares on a private placement basis. The issue is priced at ₹10.31 per share, including a premium of ₹0.31 per share, aggregating to a total value of ₹5.02 crores.

Issue Parameter:	Details
Total Shares:	48,69,932 equity shares
Issue Price:	₹10.31 per share
Premium:	₹0.31 per share
Total Value:	₹5.02 crores
Number of Investors:	5
Issue Type:	Private placement basis

Investor Allocation Structure

The preferential issue will be allocated among five investors, comprising promoters, directors, and a body corporate from the public category. The allocation demonstrates significant participation from the promoter group while also including independent directors and external investors.

Allottee:	Category	Current Holdings	Proposed Allocation	Post-Issue Holdings
Mr. Venkatesh Rajagopal:	Promoter-Chairman	1,09,57,617	4,84,966	1,14,42,583
Mr. Vidyuth Rajagopal:	Promoter-MD	-	4,84,966	4,84,966
Mrs. Rama Rajagopal:	Promoter-WTD	89,85,962	4,84,966	94,70,928
Mr. Manoj Mohenka:	Independent Director	-	12,12,415	12,12,415
Paradisal Precision Pvt Ltd:	Body Corporate	31,26,339	22,02,619	53,28,958
Total:		2,30,69,918	48,69,932	2,79,39,850

Regulatory Compliance and Next Steps

The approved proposals comply with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. The board also approved a postal ballot notice to seek shareholder consent for both the share capital reclassification and the preferential issue. The company has provided requisite disclosures pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, ensuring full regulatory compliance throughout the process. The meeting outcome has been communicated to both BSE Limited and National Stock Exchange of India Limited as per regulatory requirements.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-2.59%	-0.50%	-6.07%	-44.98%	-45.21%	+20.46%

Celebrity Fashions Limited , a prominent player in the Indian garments segment, has released its unaudited financial results for the quarter and half-year ended September 30, 2023, revealing a challenging period for the company.

Financial Performance

The company reported significant losses for both the quarter and half-year periods:

Period	Revenue from Operations	Net Loss	Basic EPS
Q2 FY2024	42.52	3.95	(0.66)
H1 FY2024	83.19	10.68	(1.79)

All figures in Rs crores, except EPS

Accumulated Losses and Going Concern

Celebrity Fashions Limited's financial position shows signs of strain, with accumulated losses of Rs 49.81 crores as of September 30, 2023. This has raised questions about the company's ability to continue as a going concern. However, the auditors, while noting the material uncertainty, have concluded that the company can continue its operations.

Operational Focus

The company operates exclusively in the garments segment, which has been facing headwinds in recent times. The narrowed focus might be both a strength and a challenge for Celebrity Fashions in the current market environment.

Year-on-Year Comparison

Comparing the half-yearly results to the previous fiscal year provides additional context:

Metric	H1 FY2024	FY2023	Change
Revenue	83.19	165.30	-49.67%
EBITDA	Not available	(6.20)	N/A
Net Profit	(10.68)	(18.30)	41.64% improvement

All figures in Rs crores

The significant drop in revenue year-over-year indicates challenging market conditions or potential loss of business. However, the narrowing of losses suggests some cost control measures might be in place.

Market Implications

The continued losses and uncertainty surrounding the company's going concern status may impact investor confidence. However, the garment industry's cyclical nature could offer potential for recovery.

As Celebrity Fashions Limited navigates these challenging times, stakeholders will be closely watching for signs of improvement in operational efficiency and market positioning. The company's ability to innovate, control costs, and potentially diversify its offerings within the garment segment could be crucial for its future performance.