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.

Astonea Labs Limited has successfully incorporated a wholly-owned foreign subsidiary in the United States, marking a significant step in its international expansion strategy. The pharmaceutical company informed BSE Limited about the incorporation of Astonea LLC in Sheridan, Wyoming, USA, pursuant to the Certificate of Incorporation dated 25th January, 2026.

Subsidiary Details and Business Focus

Astonea LLC has been established to carry on business in pharmaceuticals, food supplements and cosmetics, which aligns with the parent company's existing operations. The subsidiary represents a strategic move to establish presence in the US market for these product categories.

Regulatory Compliance and Structure

The incorporation has been completed in full compliance with SEBI regulations, specifically under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Astonea Labs Limited holds 100% of the membership interests of Astonea LLC through cash subscription, establishing complete control over the subsidiary's operations.

Related Party Classification

As disclosed in the regulatory filing, Astonea LLC qualifies as a related party of Astonea Labs Limited due to its wholly-owned subsidiary status. The company has clarified that promoters and promoter group members have no direct interest in Astonea LLC, except through their existing shareholding in the parent company.

Strategic Implications

The establishment of Astonea LLC represents Astonea Labs Limited's commitment to expanding its pharmaceutical and related product operations internationally. Being a newly incorporated entity, Astonea LLC has no historical turnover data, but it positions the company to tap into the US market for pharmaceuticals, food supplements and cosmetics.

The incorporation was announced by Company Secretary and Compliance Officer Ankit Kapoor, ensuring proper disclosure to stakeholders and regulatory authorities as required under applicable SEBI circulars and listing regulations.