Celebrity Fashions Ltd. — Proxy Solicitation & Information Statement 2021

Dec 14, 2021

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Celebrity Fashions Limited

14[th] December 2021

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, Dalal Street, Fort G Block, Bandra-Kurla Complex, Mumbai - 400001 Bandra (East), Mumbai - 400051 Scrip Code – 532695 NSE Symbol: CELEBRITY

Dear Sir/Madam,

Sub: Notice of Postal Ballot – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”)

Pursuant to Regulation 30 of the SEBI LODR, we enclose herewith a copy of the Notice of Postal Ballot along with the Explanatory Statement, seeking approval of the Members of the Company for issue of Equity shares on Preferential basis.

Pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with the General Circular No. 14/2020 dated 8[th] April 2020, the General Circular No. 17/2020 dated 13[th] April 2020, the General Circular No. 22/2020 dated 15[th] June 2020, the General Circular No. 33/2020 dated 28[th] September 2020, the General Circular No. 39/2020 dated 31[st] December 2020, General Circular No.10/2021 dated 23[rd] June 2021 and the General Circular No. 20/2021 dated 08[th] December 2021 issued by the Ministry of Corporate Affairs (“MCA Circulars”), the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on Friday, 10[th] December 2021 (cut-off date) and whose e-mail addresses are registered with the Company/Depositories. As per the provisions of the MCA Circulars, Members can vote only through the remote e-voting process.

The Company has engaged the services of Central Depository Services (India) Limited for providing remote e-voting facility to all its Members. The voting through remote e-voting will commence at 9 a.m. on Thursday, 16[th] December 2021 and shall end at 5 p.m. on Friday, 14[th] January 2022. The results of postal ballot will be declared on or before Sunday, 16[th] January 2022.

The said Notice of Postal Ballot shall also be available on the website of the Company at www.celebritygroup.com.

This is for your information and records.

Thanking you, Yours faithfully,

For CELEBRITY FASHIONS LIMITED

Digitally signed by RISHI RISHI KUMAR KUMAR Date: 2021.12.14 21:32:26 +05'30'

A. Rishi Kumar

Company Secretary & Compliance Officer

Encl.: As above

SDF – IV & C2, 3[rd ] Main Road, MEPZ / SEZ, Tambaram, Chennai – 600 045. INDIA. Tel: + 91 – 44 – 4343 2200, 4343 2300 Fax: +91 – 44- 2262 2897 E- mail: email@celebritygroup.com CIN: L17121TN1988PLC015655

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CELEBRITY FASHIONS LIMITED

CIN : L17121TN1988PLC015655

Registered Office : SDF IV & C2, 3[rd] Main Road, MEPZ - SEZ, Tambaram, Chennai - 600 045

Email : investorservices@celebritygroup.com Website : www.celebritygroup.com Phone No : 044 - 4343 2200

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice of Postal Ballot ( ‘Notice’ ) is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions if any, of the Companies Act, 2013 ( “the Act” ) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “the Rules” ) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI LODR Regulations” ), Secretarial Standard issued by Institute of Company Secretaries of India on General Meetings ( “SS-2” ), (including any statutory modifications, clarifications, substitutions or re-enactment thereof for the time being in force) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ( “MCA” ) for conducting postal ballot process through e-voting vide General Circulars No. 14/2020 dated 08[th] No. 17/2020 dated 13[th] April, 2020, No. 22/2020 dated 15[th] June 2020, No. 33/2020 dated 28[th] September, 2020, No. 39/2020 dated 31[st] December, 2020 and No. 10/2021 dated 23[rd] June, 2021 in view of COVID-19 pandemic ( “MCA Circulars” ), that the resolution appended below is proposed by the Board of Directors of the Company to be passed by the Members of Celebrity Fashions Limited ( “the Company” ) through postal ballot by way of remote electronic voting ( ‘‘Postal Ballot’’ ).

Further, the Company will send Postal Ballot Notice by e-mail to all its Members who have registered their e-mail addresses with the Company, Registrars and Transfer Agents or Depository/ Depository Participants and the communication of assent/ dissent of the Members will only take place through the E-voting system. This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members.

In compliance with Regulation 44 of the SEBI LODR Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing only remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.celebritygroup.com.

The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said resolutions, setting out material facts and the reasons for the resolutions, are also annexed. You are requested to peruse the proposed resolution, along with the Explanatory Statement, and thereafter record your assent or dissent by remote e-voting facility only provided by the Company.

The Board of Directors of the Company ( “the Board” ) has appointed M/s. BP & Associates, Practising Company Secretaries, Chennai as the Scrutinizer for conducting the postal ballot (e-voting) process in a fair and transparent manner in accordance with the provisions of Rule 22 of the Companies (Management and Administration) Rules, 2014.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5.00 p.m. (IST) on Friday, 14[th] January 2022 . Remote e-Voting will be blocked immediately thereafter and no e-voting will be allowed beyond the said date and time. The Company has engaged the services of Central Depository Services Limited ( “CDSL” ) for the purpose of providing remote e-voting facility to its Members. After completion of scrutiny of the votes casted through remote e-voting, the Scrutinizer will submit his report to the Chairman of the Company or to any other person authorized by him.

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POSTAL BALLOT NOTICE

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________________ CELEBRITY FASHIONS LIMITED

the shares of the Company are listed, on or before Sunday, 16[th] January 2022 . Additionally, the results will also be uploaded on the website of CDSL at www.evotingindia.com. The resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e., Friday, 14[th] January 2022 .

SPECIAL BUSINESS

1. Issue of Equity shares to ARES DIVERSIFIED on preferential basis:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to provisions of Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, ( “SEBI ICDR Regulations” ), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ( “SEBI Takeover Regulations” ), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ( the “Listing Regulations” ), each as amended from time to time, and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India ( “SEBI” ) and the stock exchanges where the shares of the Company are listed ( “Stock Exchanges” ), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the members of the Company ( “Members” ) be and is hereby accorded to the Board, to create, offer, issue and allot, in one or more tranches, from time to time, up to 49,96,235 (Forty Nine lakhs ninety six thousand two hundred thirty five only) fully paid-up equity shares of face value of Rs. 10/- each of the company to ARES DIVERSIFIED, Foreign Portfolio Investor (Corporate), Public Category ( “Proposed Allottee(s)” ) by way of preferential allotment on a private placement basis ( “Preferential Allotment” ) ranking pari-passu in all respects with the existing fully paid up equity shares of the Company in such manner and at such price as may be arrived at in accordance with the SEBI (ICDR) Regulations and such terms and conditions as may be deemed appropriate by the Board in accordance with the provisions of SEBI (ICDR) Regulations and other applicable laws in this respect.

RESOLVED FURTHER THAT the Relevant Date for the purpose of determining the minimum price of the Equity Shares under SEBI (ICDR) Regulations shall be 15[th] December 2021, being the date 30 days prior to the date on which this resolution is deemed to have been passed, i.e., the last date specified for Postal Ballot (E-Voting).

RESOLVED FURTHER THAT pursuant to the provisions of the Companies Act, 2013, the name of the Proposed Allottee be recorded for the issue of invitation to subscribe to the equity shares and a private placement offer letter in Form No. PAS- 4 together with an application form be issued to the Proposed Allottee inviting it to subscribe to the equity shares, and consent of the Members is hereby accorded for the same;

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of equity shares shall be subject to the following terms and conditions:

I. The proposed allottee of equity shares shall be required to bring in 100% of the consideration, for the equity shares to be allotted, on or prior to the date of allotment thereof.

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POSTAL BALLOT NOTICE

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________________ CELEBRITY FASHIONS LIMITED

II. The consideration for allotment of equity shares shall be paid to the Company by the proposed allottees from their respective bank accounts.

III. The Company shall procure the listing and trading approvals for the equity shares proposed to be issued and allotted to the Proposed Allottee from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules and regulations.

IV. The equity shares to be offered, issued and allotted to the Proposed Allottee will be listed on Stock Exchanges, where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be;

V. The equity shares shall be allotted to the Proposed Allottee in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of the equity shares is subject to receipt of any approval or permission from any regulatory authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

VI. The equity shares to be offered, issued and allotted to the Proposed Allottee shall be subject to the provisions of applicable law and the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects, including with respect to dividend and voting powers, with the existing equity shares of the Company.

VII. The equity shares issued as above shall be locked-in as prescribed under the SEBI ICDR Regulations from time to time;

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of equity shares, subject to the provisions of the Companies Act, 2013 and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolution, including without limitation to issue and allot equity shares, to issue certificates/ clarifications on the issue and allotment of equity shares, effecting any modifications to the foregoing (including modifications to the terms of the issue), entering into contracts, arrangements, agreements, memoranda, documents to give effect to the resolution above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of and listing and trading of Equity Shares), making applications to Stock Exchanges for obtaining of in-principle, listing and trading approval, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other statutory or non-statutory authorities or entities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the equity shares with the depositories, viz. NSDL and CDSL and for the credit of such equity shares to the respective dematerialized securities account of the Proposed Allottee and to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard without necessity of any further approval(s) of the shareholders of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any Committee of the Board or any one or more Director(s) /Company Secretary/ Key Managerial Personnel of the Company to give effect to the aforesaid resolution.”

By Order of the Board For CELEBRITY FASHIONS LIMITED

Date: 08[th] December 2021 Place: Chennai

A Rishi Kumar Company Secretary & Compliance Officer (M. No. A42884)

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POSTAL BALLOT NOTICE

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________________ CELEBRITY FASHIONS LIMITED

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ( “Act” ) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ( ‘‘Rules’’ ), each as amended, and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out the material facts relating to the proposed resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice ( “Notice” ).

2. As per the MCA Circulars and in view of the prevailing COVID-19 pandemic situation, physical copies of this Notice, Postal Ballot forms and pre-paid Business Reply Envelopes are not being sent to Shareholders for this Postal Ballot. Shareholders are requested to provide their assent or dissent through remote e- Voting only.

3. This notice is being sent electronically only to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories as on Friday, 10[th] December 2021 (“Cut-off Date”) . The voting rights of Members shall be in proportion to their shares of the paid-up Equity share capital of the Company as on the Cut-off Date. A person who is not a Member as on the Cut- off date should treat this Notice for information purpose only.

4. It is however, clarified that all members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their e-mail IDs with the Company Registrar and Share Transfer Agent or Depositories) shall be entitled to vote in relation to the resolutions in accordance with the process specified hereinafter in this Notice.

5. It is clarified that if a Member fails to provide or update relevant email ID to the Company or to the DP, as the case may be, the Company will not be in default for not delivering the Notice via email. The availability of this Notice on the Company’s website at www.celebritygroup.com and on the website of the Stock Exchanges shall be deemed to be the issuance of this Notice to all the Shareholders whose email IDs are not registered with the Company.

6. In accordance with the provision of Section 108 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and amendments thereto and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is pleased to provide its members the facility to cast their vote by electronic means on all resolutions set forth in the Notice. The Company has engaged the services of Central Depository Services Limited ( “CDSL” ) to provide e-voting facility to its members. The instructions for e-voting are given below.

7. Shareholders may please note that this Notice will also be available on the Company’s website at www.celebritygroup.com, websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and on the website of CDSL at www.evotingindia.com.

8. The e-voting period shall commence on Thursday, 16[th] December 2021 at 9.00 A.M. and ends on Friday 14[th] January 2022 at 5.00 P.M. Please note that E-voting module will be disabled for voting by CDSL after the said date and time. Once the vote on a resolution is cast by Members, it cannot be changed subsequently.

9. Dispatch of the Notice and the Explanatory Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in Chennai (in vernacular language i.e., Tamil) and one English Newspaper circulated throughout India (in English Language) and shall be hosted on the Company’s website at www.celebritygroup.com. The said public notice shall also mention the process for registration of email IDs by those Shareholders who have not yet registered their email IDs with the Company.

10. In terms of the General Circulars No. 14/2020 dated 08[th] April 2020, No. 17/2020 dated 13[th] April 2020, No. 22/2020 dated 15[th] June 2020, No. 33/2020 dated 28[th] September 2020, No. 39/2020 dated 31[st] December 2020, and No. 10/2021 dated 23[rd] June 2021 issued by the Ministry of Corporate Affairs, Government of India (the “MCA Circulars”), voting can be done only by E-voting. As the E-voting does not require a person to attend to a meeting physically, the Members are strongly advised to use the E-voting procedure by themselves and not through any other person/ proxies.

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POSTAL BALLOT NOTICE

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________________ CELEBRITY FASHIONS LIMITED

VOTING THROUGH ELECTRONIC MEANS:

• A. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, [LODR] and the Circulars issued by MCA and SEBI, the Company is providing facility of remote e-voting/e-voting to its Members in respect of the business to be transacted through Postal Ballot. For this purpose, the Company is utilising the e-voting services provided by Central Depository Services (India) Limited (CDSL).

• B. The facility for remote e-voting shall remain open from 9.00 AM on Thursday, the 16[th ] December 2021 to 5.00 PM on Friday, the 14[th] January 2022. During this period, the members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date, viz. Friday, the 10[th] December 2021, may opt for remote e-voting. Remote e-voting shall not be allowed beyond 5.00 PM on Friday, the 14[th] January 2022.

• C. In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants (DP). Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• D. Pursuant to aforesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode are given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e., CDSL/NSDL, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the systemofalle-Voting ServiceProviders.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.

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POSTAL BALLOT NOTICE

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________________ CELEBRITY FASHIONS LIMITED

2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number holding with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through theirDPs

You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

• E. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL

Logintype	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com orcontact at 022-23058738 and 022-23058542/43
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll freeno.:18001020 990 and180022 4430

• F. Login method for e-Voting shareholders other than individual shareholders holding in Demat form & physical shareholders .

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Next enter the Image Verification as displayed and Click on Login.

• (v) If you are holding shares in demat form and had logged on to e-voting of any company, then your existing password is to be used.

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POSTAL BALLOT NOTICE

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________________ CELEBRITY FASHIONS LIMITED

• (vi) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(F)

(vii) After entering these details appropriately, click on “SUBMIT” tab.

• G. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• H. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• I. Click on the EVSN of Celebrity Fashions Limited.

• J. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• K. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• L. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• M. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• N. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• O. If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• P. Facility for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

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• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at chandramouli@bpcorpadvisors.com and to the Company at the email address viz; investorservies@celebritygroup.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Q. Process for those shareholders whose E-mail/Mobile no. are not registered with the Company/DP.

1. For Physical shareholders , please provide your E-mail ID/Mobile Number along with necessary details like Folio No., Name of shareholder, scanned copy of share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar card) by E-mail to the Company

2. For individual Demat shareholders , please update your e-mail id and mobile no. with your respective DP which is mandatory while E-voting through Depository

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com 022-23058542/43.

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EXPLANATORY STATEMENT

(Pursuant to the Provisions of Section 102 of the Companies Act, 2013)

Item No. 1

The Company had allotted 2,51,04,500 1% Cumulative Redeemable Preference Shares (CRPS) of face value of Rs.10/- each to State Bank of India (SBI) on 24[th] September 2013 as part of the Re-structuring Package sanctioned to the Company.

As per the terms of issue, the first instalment of CRPS redemption is due in FY’22. In view of the carry forward losses, the Company is not in a position to redeem the CRPS from its profits, hence it was resolved to redeem the CRPS from issue of fresh equity to public category, subject to necessary approvals as may be required.

To expedite the above, the Board of Directors of the Company (“Board”) at its meeting held on 08[th] December 2021 had approved raising funds through issuance of up to 49,96,235 (Forty Nine Lakhs Ninety Six Thousand Two Hundred and Thirty five only) fully paid-up equity shares of face value of Rs. 10/- each at a price determined in accordance with the SEBI ICDR Regulations. The equity shares are proposed to be issued to Ares Diversified, FPI, Public Category ( “Proposed Allottee” ), subject to approval of the members of the Company, on a preferential basis ( “Preferential Allotment” ).

It was also proposed to redeem the aforesaid CRPS in 5 equal instalments starting from FY 2021-22, subject to necessary approvals as may be required.

As per Section 62(1)(c) of the Companies Act, 2013, read with Rule 13 of the Companies (Share Capital and Debenture) Rules, 2014, and Regulation 160 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ( “SEBI ICDR Regulations” ), as may be applicable, a listed issuer is permitted to make a preferential issue of specified securities, if a special resolution has been passed by its members.

Accordingly, the approval of the members of the Company ( “Members” ) is being sought, by way of a special resolution, to create, offer, issue and allot, equity shares, by way of Preferential Allotment to the Proposed Allottee as stated hereinabove.

The equity shares issued pursuant to the abovementioned resolution shall be subject to lock-in, in accordance with Regulations 167 and 168 of the SEBI ICDR Regulations.

The equity shares proposed to be issued / allotted shall rank pari passu inter-se and with the existing equity shares of the Company in all respects, including in relation to dividend and voting rights.

The relevant disclosures as required in terms of the Act and SEBI (ICDR) Regulations are as under:

a) Object(s) of the preferential issue:

To redeem 50,20,900 1% Cumulative Redeemable Preference Shares (CRPS) of Rs.10/- each fully paid‐up aggregating to Rs. 5,02,09,000 as first instalment out of the total 2,51,04,500 1% Cumulative Redeemable Preference Shares (CRPS) of Rs.10/- each issued to the State Bank of India, lenders of the Company as part of the Restructuring Package sanctioned to the Company.

b) Maximum number of specified securities to be issued:

The Board at its meeting held on 08[th] December 2021 had approved raising funds through issuance of up to 49,96,235 (Forty Nine Lakhs Ninety Six Thousand Two Hundred and Thirty five only) fully paid-up equity shares of face value of Rs. 10/each at a price determined in accordance with the SEBI ICDR Regulations.

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________________ CELEBRITY FASHIONS LIMITED

c) Intent of the Promoters, Directors and Key Management Personnel of the Company to subscribe to the preferential issue:

The Equity shares are offered to ARES DIVERSIFIED, Foreign Portfolio Investor (Corporate) - Public category who had indicated their intention to subscribe to the proposed Preferential issue of Equity shares. None of the Promoters, Directors or Key Managerial Personnel of the Company intends to subscribe to any of the Equity shares proposed to be issued under the preferential allotment.

d) Shareholding Pattern of the Company before and after the Preferential Issue:

Please refer the “Annexure - I” for the consolidated shareholding pattern given at the end of this Notice.

e) The time within which the preferential allotment shall be completed:

Pursuant to Regulation 170 of the SEBI ICDR Regulations, preferential allotment of Equity shares will be completed within a period of 15 (fifteen) days from the date of passing of special resolution.

Provided that where the allotment is pending on account of pendency of any application for approval or permission by any regulatory authorities, Banks as applicable, then the allotment would be completed within 15 (fifteen) days from the date of such approval or within such further period as may be prescribed or allowed by SEBI, stock exchange(s) or other regulatory authorities.

• f) Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the Preferential issue

The details of the proposed allottee are as per the below table. No change in control or management is contemplated consequent to the proposed preferential issue of Equity shares. However, voting rights will change in accordance with the shareholding pattern.

Name of the Proposed Allottees	Category	Name of the Natural persons who are the ultimate beneficial owners	Pre - Preferential issue holding	Pre - Preferential issue holding	Proposed Preferential issue	Post - Preferential issue holding	Post - Preferential issue holding
			No. of Equity shares	% of holding	Equity shares up to	No. of Equity shares	% of holding
Ares Diversified	Public	FPI (Category I registered withSEBI)	0	0.00	49,96,235	49,96,235	9.47

g) Pricing of the preferential issue:

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited (“NSE”) and are frequently traded in accordance with SEBI ICDR Regulations. For the purpose of computation of the price for the equity shares proposed to be issued and allotted, the data for the last 26 weeks from NSE was considered, it being the exchange in which the highest trading volume in respect of the equity shares of the Company has been recorded during the preceding 12 calendar months prior to the Relevant Date.

The pricing of the Equity Shares to be allotted shall not be lower than the price determined in accordance with the Chapter V of SEBI (ICDR) Regulations.

The issue of equity shares on preferential basis shall be made at a price not less than higher of the following:

• a) The average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the 26 (twenty six) weeks preceding the relevant date; or

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• b) The average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the 2 (two) weeks preceding the ‘relevant date’.

h) Relevant Date:

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, relevant date for determining the floor price for the Preferential Issue is 15[th] December 2021, being the date 30 days prior to the date on which this resolution is deemed to have been passed, i.e., the last date specified for Postal Ballot (E-Voting).

i) Auditors' Certificate:

The certificate from M/s. SRSV & Associates, Chartered Accountants, Chennai being the Statutory Auditors of the Company certifying that the preferential issue is being made in accordance with the requirements of Chapter V of the SEBI ICDR Regulations shall be available for inspection at the registered office of the Company during 10:00 A. M. to 5:00 P.M. (office hours) up to the date of declaration of results.

j) Lock in Period:

The pre-preferential allotment shareholding of the proposed allottee and the equity shares to be allotted on preferential basis shall be subject to lock-in, in accordance with Regulation 167 of the SEBI ICDR Regulations, 2018.

k) Undertakings

In terms of SEBI (ICDR) Regulations, the Company hereby undertakes that:

i. The Company is eligible to make the Preferential Allotment under Chapter V of the SEBI ICDR Regulations.

ii. None of the Company, its Directors or Promoter have been declared as wilful defaulter as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.

iii. It will re-compute the price of the Equity shares in terms of the provisions of SEBI (ICDR) Regulations, as may be applicable.

iv. If the amount payable on account of the re-computation of price of the Equity shares is not paid within the time stipulated in the SEBI (ICDR) Regulations, the underlying Equity shares shall continue to be locked- in till the time such amount is paid by the proposed allottees.

v. The proposed allottees has not sold any equity shares of the Company during previous 6 (six) months preceding the relevant date.

The Board recommends the resolution as set out at Item No. 1 for approval of the shareholders as a Special Resolution.

The Board at its meeting held on 08[th] December 2021 has approved the issue of Equity Shares on Preferential Basis in the manner stated above subject to approval of the shareholders by way of Special Resolution.

None of the Directors or Key Managerial Personnel(s) of the Company or their relatives are concerned or interested financially or otherwise in the resolution except to the extent of their shareholding in the Company, if any.

By Order of the Board For CELEBRITY FASHIONS LIMITED

Date: 08[th] December 2021 Place: Chennai

A Rishi Kumar Company Secretary & Compliance Officer (M. No. A42884)

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Annexure - I

Consolidated Shareholding Pattern of the Company before and after the Preferential Issue

Category	Pre-issue	Pre-issue	Proposed Issue (Equity Shares)	Post Issue	Post Issue
	Total No. of shares	% of Holding		Total No. of shares	% of Holding
Shareholding of Promoter and Promoter Group (A)
Indian
Individuals:
Venkatesh Rajagopal	1,09,57,617	22.94	-	1,09,57,617	20.77
Rama Rajagopal	89,85,962	18.81	-	89,85,962	17.03
Vidyuth Rajagopal	32,000	0.07	-	32,000	0.06
Rajagopalan K A	646	0.00	-	646	0.00
Anjali Rajagopal	100	0.00	-	100	0.00
Total Shareholding of Promoter and Promoter Group (A)	1,99,76,325	41.82	-	1,99,76,325	37.86
Public Shareholding (B)
Institutions
Foreign Portfolio Investors	45,65,000	9.56	49,96,235	95,61,235	18.12
Sub Total	45,65,000	9.56	49,96,235	95,61,235	18.12
Non-Institutions
Individuals (Public)	1,97,67,228	41.38	-	1,97,67,228	37.46
Clearing Member	22,944	0.05	-	22,944	0.04
HUF	5,73,823	1.20	-	5,73,823	1.09
Non-Resident Indians	3,10,766	0.65	-	3,10,766	0.59
Bodies Corporate	25,51,884	5.34	-	25,51,884	4.84
Trusts	35	0.00	-	35	0.00
Sub Total	2,32,26,680	48.62	-	2,32,26,680	44.02
Total Public Shareholding (B)	2,77,91,680	58.18	49,96,235	3,27,87,915	62.14
Total Shareholding (A) + (B)	4,77,68,005	100.00	49,96,235	5,27,64,240	100.00

30[th] September 2021.

The % of post issue capital is arrived after considering the proposed preferential issue of up to 49,96,235 Equity Shares.

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