Celebrity fashions Limited has officially submitted its postal ballot results to BSE Limited and National Stock Exchange of India Limited under Regulation 44(3) of SEBI Listing Obligations, confirming successful passage of two special resolutions on 18th February 2026.

Regulatory Compliance and Submission

The company formally communicated the postal ballot outcomes to both stock exchanges, providing comprehensive documentation including voting results and the scrutinizer's report. The submission covers resolutions related to share capital reclassification and preferential equity issue approval.

Postal Ballot Results Overview

The postal ballot process witnessed strong participation from shareholders across all categories. The e-voting period remained open from 20th January 2026 at 9:00 AM to 18th February 2026 at 5:00 PM, allowing adequate time for shareholder participation.

Resolution 1: Share Capital Reclassification

The special resolution for reclassification of authorized share capital and consequent amendment to the capital clause in the Memorandum of Association received overwhelming approval with 99.9995% votes in favor.

Resolution 2: Preferential Issue Approval

The second special resolution for approval of equity share issue through preferential placement on private placement basis to investors secured strong support with 99.9961% approval rate, despite some opposition from public non-institutional investors.

Scrutinizer Certification and Process

K.J. Chandra Mouli from BP & Associates, appointed as scrutinizer by the Board of Directors on 19th January 2026, submitted the final report confirming both resolutions passed with requisite majority. The voting process was conducted through CDSL's e-voting platform, ensuring transparency and compliance with Section 108 of the Companies Act 2013 and SEBI Listing Regulations.

The scrutinizer unblocked votes on 18th February 2026 in the presence of two independent witnesses, Mr. Prithvi K Shah and Ms. Shobika Saseendran, maintaining complete transparency in the vote counting process. Both resolutions are deemed to have been passed on 18th February 2026, enabling the company to proceed with its strategic corporate restructuring initiatives.

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.

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.

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.

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.