Astonea Labs Limited has submitted the voting results and scrutinizer's report for its Extraordinary General Meeting (EGM) held on March 27, 2026, in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company announced that all eight resolutions presented to shareholders were approved with requisite majority, including the adoption of new Articles of Association.

Meeting Details and Attendance

The EGM was conducted at the company's corporate office located at 63, Industrial Area, Phase-2, Panchkula, Haryana. The meeting commenced at 11:00 A.M. (IST) and concluded at 12:35 P.M. (IST), with a total of 8 members present in person.

Leadership and Voting Process

Mr. Ashish Gulati, Chairman, presided over the proceedings, while Mr. Ankit Kapoor, Company Secretary, managed the meeting formalities. Mr. Himanshu Gupta of Himanshu S K Gupta & Associates was appointed as scrutinizer to oversee both the e-voting process and poll voting at the meeting.

E-Voting and Poll Results

The company facilitated remote e-voting through NSDL from March 23, 2026 (Monday) at 9:00 A.M. to March 26, 2026 (Thursday) at 5:00 P.M. The cut-off date for determining eligible shareholders was March 20, 2026.

Resolution Outcomes

All eight resolutions were unanimously approved by shareholders with 100% votes in favor. The resolutions covered critical corporate governance matters including IPO object variation, related party transactions, and executive remuneration.

Articles of Association Adoption

In a formal disclosure to BSE Limited under Regulation 30, the company confirmed the adoption of new Articles of Association effective from March 27, 2026. The new AoA aims to align governance provisions with the Companies Act, 2013, incorporate SEBI listing requirements, clarify member and director responsibilities, and strengthen corporate governance practices.

Key Approved Resolutions

The approved resolutions included variation in IPO object terms for acquisition of equity in Damaira Pharmaceuticals Pvt. Ltd., ratification of cost auditor remuneration for FY 2025-26, adoption of new Articles of Association, and approval of material related party transactions with Astonea One Private Limited, Ascot Biolabs Private Limited, and Shinto Organics for FY 2026-27.

Regulatory Compliance

The voting results and scrutinizer's report were submitted to BSE Limited under Regulation 44(3) of SEBI regulations. Company Secretary Ankit Kapoor confirmed that all procedural requirements were met and results would be made available on the company's website at www.astonea.org for transparency and regulatory compliance.

Astonea Labs Limited's board of directors convened on 27th February, 2026, to deliberate on several significant corporate matters, including variation in IPO proceeds utilization and approval of substantial related party transactions. The meeting, held at the company's corporate office in Panchkula, Haryana, addressed key strategic decisions requiring regulatory compliance and shareholder approval.

IPO Proceeds Variation for Strategic Acquisition

The board approved a significant variation in the utilization of IPO proceeds, proposing to deploy Rs. 6.25 crore from unutilized funds towards acquiring equity shares in Damaira Pharmaceuticals Private Limited. This strategic investment will result in Astonea Labs acquiring approximately 20-21% stake in the target company, with the precise percentage to be determined based on valuation at the time of investment.

The company's total IPO proceeds stood at Rs. 37.66 crore, with Rs. 29.58 crore already utilized and Rs. 8.09 crore remaining unutilized as of 26th February, 2026. The proposed variation affects multiple original IPO objects, including complete reallocation from advertising and marketing (Rs. 2.95 crore), plant and machinery installation (Rs. 2.23 crore), and hardware/software procurement (Rs. 52.93 lakh).

Material Related Party Transactions Approval

The board granted omnibus approval for material related party transactions aggregating to Rs. 415.00 crore for the financial year 2026-27. These transactions will be conducted in the ordinary course of business on an arm's length basis, covering various business activities including sale and purchase of goods, property transactions, and inter-corporate loans.

The largest transaction component involves Astonea One Private Limited, with planned transactions worth Rs. 271 crore, primarily comprising sale and supply of goods worth Rs. 200 crore and purchase of materials worth Rs. 50 crore. All material related party transactions will require shareholder approval at the forthcoming Extraordinary General Meeting.

Corporate Governance and Regulatory Compliance

The board approved adoption of a new set of Articles of Association to align with latest regulatory requirements under the Companies Act, 2013, and SEBI LODR Regulations, 2015. Additionally, the company's registered office will be relocated within Chandigarh from Sector 8C to Sector 35B, effective 1st April, 2026.

Other significant approvals included authorization for loans, guarantees, and investments up to Rs. 100 crore under Section 186(2) of the Companies Act, 2013, and revision of the CSR policy following committee reconstitution. The board also confirmed continuation of KFin Technologies Limited as the Registrar and Share Transfer Agent.

Extraordinary General Meeting Scheduled

To seek shareholder approval for the proposed resolutions, the board scheduled an Extraordinary General Meeting for 27th March, 2026, at 11:00 AM at the company's corporate office in Panchkula. The meeting will address IPO proceeds variation, related party transactions, Articles of Association amendments, and other matters requiring shareholder consent.

The board meeting commenced at 3:00 PM and concluded at 6:30 PM, with National Securities Depository Limited appointed as the e-voting agency for the EGM proceedings.