ASTRA MICROWAVE PRODUCTS LIMITED

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon.

2. Declaration of Final Dividend: To declare a final dividend of ₹2.40 per equity share for the financial year ended March 31, 2026, as recommended by the Board of Directors. The record date for determining entitlement is fixed as Friday, September 11, 2026. The Register of Members and Share Transfer Books will remain closed from Saturday, September 12, 2026, to Friday, September 18, 2026 (both days inclusive).

3. Re-appointment of Director (Prakash Anand Chitrakar): To appoint Mr. Prakash Anand Chitrakar (DIN: 00003213), who retires by rotation, as a Director. He is eligible and offers himself for re-appointment.

4. Re-appointment of Director (Atim Kabra): To appoint Mr. Atim Kabra (DIN: 00003366), who retires by rotation, as a Director. He is eligible and offers himself for re-appointment.

Special Business

5. Ratification of Cost Auditor Remuneration: To consider and approve an Ordinary Resolution ratifying the remuneration of ₹5,00,000 (Rupees Five Lakhs only), excluding applicable tax, payable to M/s. Dendukuri & Co, Cost and Management Accountants, Hyderabad, for conducting the cost audit for the financial year 2026-27. This remuneration was approved by the Board of Directors at its meeting held on May 26, 2026.

6. Re-designation of Dr. M. V. Reddy: To consider and approve a Special Resolution for the re-designation of Dr. M. V. Reddy (DIN: 00421401) from Joint Managing Director to Managing Director with effect from October 1, 2026, for the remainder of his existing approved tenure up to April 29, 2028.

Revised Remuneration for Dr. M. V. Reddy:

  • Basic Salary: ₹6,00,000 per month.
  • Performance Bonus: Up to 1% of the profits computed u/s 198 of the Companies Act, 2013, subject to a maximum of ₹3,20,00,000 per annum, with an option for the Board to increase it by up to 20% year-on-year.
  • Performance Parameters: Financial (Revenue 30%, EBITDA 30%) and Non-Financial (Strategic Growth 10%, Human Capital 10%, Corporate Restructuring 10%, ESG Initiatives 10%).
  • Perquisites and Allowances: Includes HRA (40% of basic), medical reimbursement, LTA, leave encashment, statutory bonus (max. ₹6,00,000/yr), and other perquisites (max. ₹12,00,000/month).
  • Overall Ceiling: Aggregate remuneration is subject to limits prescribed under Sections 197 and 198 of the Companies Act, 2013, read with Schedule V.

7. Revision in Remuneration of Mr. Atim Kabra: To consider and approve an Ordinary Resolution for a revision in the remuneration of Mr. Atim Kabra (DIN: 00003366), Whole-time Director designated as Director (Strategy and Business Development), effective October 1, 2026, for the remaining period of his tenure up to December 31, 2027.

Revised Remuneration for Mr. Atim Kabra:

  • Basic Salary: ₹5,42,000 per month.
  • Performance Bonus: Up to 0.25% of the profits computed u/s 198 of the Companies Act, 2013, subject to a maximum of ₹80,00,000 per annum, with an option for the Board to increase it by up to 20% year-on-year.
  • Performance Parameters: Same structure as for Dr. M. V. Reddy (Financial 60%, Non-Financial 40%).
  • Perquisites and Allowances: Includes HRA (40% of basic), medical reimbursement, LTA, leave encashment, statutory bonus (max. ₹5,42,000/yr), and other perquisites (max. ₹10,84,000/month).
  • Overall Ceiling: Aggregate remuneration is subject to limits prescribed under Sections 197 and 198 of the Companies Act, 2013, read with Schedule V.

8. Payment of Cash Compensation to Mr. S. Gurunatha Reddy: To consider and approve a Special Resolution for the payment of cash compensation of ₹1,35,00,000 (Rupees One Crore Thirty-Five Lakhs only) to Mr. S. Gurunatha Reddy (DIN: 00003828), the outgoing Managing Director. He ceased to hold office on September 30, 2026.

Rationale for Compensation: The payment represents remuneration for the unexpired 7-month portion of his tenure, computed based on his average remuneration drawn in the last three financial years (₹2,32,60,953). The calculation is ₹2,32,60,953 / 12 * 7 = ₹1,35,68,889. The resolution seeks approval for ₹1,35,00,000.

FY 2025-26 Remuneration of S. Gurunatha Reddy: Salary & incentives: ₹65,23,608; Commission/Performance Bonus: ₹2,69,40,712; PF Contribution: ₹4,99,680; Total: ₹3,39,64,000.

9. Approval of Material Related Party Transactions with Astra Rafael Comsys Pvt. Ltd. (ARC): To consider and approve an Ordinary Resolution granting omnibus approval for related party transactions with joint venture company Astra Rafael Comsys Private Limited (ARC) for the financial year 2026-27, for an aggregate value not exceeding ₹200,00,00,000 (Rupees Two Hundred Crores).

Details of Proposed RPTs with ARC:

  • Nature of Transactions: Sale/purchase of materials/equipment, providing corporate guarantees/letters of comfort to banks, and other miscellaneous services.
  • Rationale: To facilitate operational excellence, optimize resource utilization, strengthen business synergies, and enhance competitive position.
  • Historical Transactions: FY 2025-26: ₹160.09 Crores; Current FY (Q1 FY27): ₹11.07 Crores.
  • Materiality: The proposed limit of ₹200 Cr represents 16.93% of the company's consolidated turnover for FY 2025-26 and 55.39% of ARC's standalone turnover for FY 2025-26 (₹361.06 Cr).
  • ARC's FY25-26 Financials: Standalone Turnover: ₹361.06 Cr; PAT: ₹18.34 Cr; Net Worth: ₹82.20 Cr.
  • Interested Parties: Directors Mr. S. Gurunatha Reddy, Dr. M.V. Reddy, and Mr. P. A. Chitrakar hold directorships in ARC. Mr. S. Gurunatha Reddy (0.20%), Dr. M.V. Reddy (0.20%), Mr. Atim Kabra (0.10%), Mr. Suresh Kumar Somani (0.10%), and Mr. P. A. Chitrakar (0.20%) hold shareholding in ARC.

AGM Logistics and Voting

  • Mode: Virtual through VC/OAVM only. No physical attendance.
  • E-Voting: Remote e-voting opens on Monday, September 14, 2026, at 9:30 AM and closes on Thursday, September 17, 2026, at 5:00 PM. E-voting during the AGM is also available for those who haven't voted remotely.
  • Scrutinizer: Mr. L. Dhanamjay Reddy, Practicing Company Secretary, appointed to scrutinize the e-voting process.
  • Cut-off Date: Friday, September 11, 2026, for determining voting rights and dividend entitlement.

Other Key Information from Explanatory Statement

  • The redesignation of Dr. M. V. Reddy is based on the recommendation of the Nomination and Remuneration Committee to provide greater clarity in executive leadership.
  • The revision in Mr. Atim Kabra's remuneration considers his increased scope of responsibilities in strategic initiatives and business development.
  • The cash compensation to Mr. S. Gurunatha Reddy is in recognition of his distinguished leadership and contribution during his tenure.
  • All related party transactions with ARC are stated to be on an arm's length basis and in the ordinary course of business.