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Astra Microwave Products Ltd. Proxy Solicitation & Information Statement 2025

Jul 7, 2025

61201_rns_2025-07-07_3c3e1a5f-d698-4e36-a8bb-198d9af70411.pdf

Proxy Solicitation & Information Statement

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ASTRA MICROWAVE PRODUCTS LIMITED

Regd. Office: ASTRA Towers, Survey No. 12(P), Kothaguda Post, Kondapur, Hitech City, Hyderabad - 500084, Telangana, INDIA Tel:+91-40-46618000, 46618001. Fax:+91-40-46618048 Email:[email protected],website:www.astramwp.com CIN: L29309TG1991PLC013203

July 07[th] , 2025

To To The General Manager The Vice President, Department of Corporate Relations Listing Department BSE Limited The National Stock Exchange of India Limited Sir Phiroze Jeejeebhoy Towers, Exchange Plaza Dalal Street, Fort, Bandra Kurla Complex, Bandra (East) Mumbai -400 001 Mumbai 400 051 Scrip code: 532493 Scrip code: ASTRAMICRO

Dear Sirs,

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

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Postal Ballot Notice dated July 05[th] , 2025, seeking approval of the members of the Company, by way of remote e-voting process for:

  1. Appointment of Mr. Venu Raman Kumar (DIN: 00245022) as an Independent Director of the Company.

  2. Appointment of Mrs. Anuradha Mookerjee, (DIN: 10174271) as an Independent Director of the Company.

Postal Ballot Notice is being sent only through electronic mode to the members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email ID is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories as on Friday, July 04[th] , 2025 (“Cut-off Date).

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) , Depository for providing remote e-voting facility to all its members. The e-voting facility will be available during the following period:

Commencement of e-voting: 9:30 a.m. (IST) on Monday, July 14[th] , 2025.

End of e-voting: 5:00 p.m. (IST) on Tuesday, August 12[th] , 2025.

The Postal Ballot Notice is also available on the Company's website at www.astramwp.com. Request you to please take the same on your records.

Thanking you.

Yours faithfully,

For Astra Microwave Products Limited

THALLAPALLI Digitally signed by THALLAPALLI ANJANEYULU ANJANEYULU Date: 2025.07.07 17:07:13 +05'30'

T. Anjaneyulu

Company Secretary & Compliance Officer

An ISO 9001, ISO 14001, ISO 45001 and ISO 27001 Certified Company Works: Unit 1: Plot No. 12, ANRICH Industrial Estate, Bollaram, Medak Dist., Telangana – 502325 Unit 2: Plot No. 56A, ANRICH Industrial Estate, Bollaram, Medak Dist., Telangana - 502325 Unit 3: Sy. No. 1/1, lmarath Kancha, Raviryala (V), Maheshwaram (Mdl) R.R.Dist., Telangana - 500005

Unit 4: Sy. No. 1/1, Plot No. 18 to 21, lmarath Kancha, Hardware Park, Raviryala (V), Maheswaram (M), R.R.Dist, Telangana – 500005 Unit 7: Sy. No.114/1, Plot No. S-2/9 & 10, E-City, Raviryala & Srinagar (V), Maheswaram (M), R.R.District, Telangana - 501359 R&D Centre: Plot No. 51(P), Bangalore Aerospace Park, Singanahalli Village, Budigere Post, Bangalore North Taluk, Karnataka - 562149

ASTRA MICROWAVE PRODUCTS LIMITED CIN: L29309TG1991PLC013203

Regd. off.: Astra Towers, Survey No: 12(P), Kothaguda Post, Opp. CII Green Building, Hitech City, Kondapur, Hyderabad, Telangana-500084 Phone: +91-40-46618000, 46618001 Fax: +91-40-46618048 Email: [email protected], Website: www.astramwp.com

NOTICE OF POSTAL BALLOT AND E-VOTING

Dear Member(s),

Notice is hereby given pursuant to Sections 110, 108 and other applicable provisions, if any, of the Companies Act, 2013 ( “Act” ) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “Management Rules” ), General Circulars No: 14/2020 dated April 8, 2020, 17/2020, dated April 13, 2020 and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs ( “MCA Circulars” ) (including any statutory modification or re-enactment thereof for the time being in force) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), the resolutions appended below are proposed for approval of the Members of Astra Microwave Products Limited (the “Company” ) through Postal Ballot by voting through electronic means ( “remote e-voting” ) only.

In compliance with the said MCA Circulars, hard copy of Postal Ballot Notice, Postal Ballot Forms and pre-paid business envelope, will not be sent to the shareholders for this Postal Ballot. The Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through remote e-voting system.

Members’ consent is requested for the proposal contained in the resolutions appended below. An explanatory statement pursuant to Sections 102 and 110 of the Act setting out all material facts and reasons for the proposed resolutions, along with instructions/procedure for Remote E-voting is annexed hereto for your consideration.

Pursuant to Rule 22(5) of the Management Rules, the Company has appointed Mr. L. Dhanamjay Reddy (ACS No. 13104 and CP No.3752), Practicing Company Secretary as the scrutinizer (the “ Scrutinizer ”) for conducting the postal ballot and voting by electronic means (“ e-voting ”) process in a fair and transparent manner.

In compliance with Section 108 and 110 of the Companies Act read with Rules 20 and 22 of the Management Rules, Regulation 44 of the SEBI Listing Regulations and MCA Circulars, from

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time to time, the Company is offering facility of remote e-voting(“ e-voting ”). Shareholders are requested to follow the procedure as stated in the notes and instructions for casting of votes by e- voting. The Company has engaged services of Central Depository Services (India) Limited as its agency for providing e-voting facility to shareholders of the Company.

The scrutinizer will submit his report to the Chairman of the Company or any other person authorized by Board in writing, after completion of scrutiny of postal ballot process in a fair and transparent manner. The result of the postal ballot will be announced on or before 14.08.2025 and will be displayed on the website of the Company (i.e., www.astramwp.com) and will be intimated to BSE Limited and NSE where the Equity Shares of the Company are listed and shall also be intimated to Purva Sharegistry India Private Limited, the registrar and share transfer agents of the Company.

SPECIAL BUSINESS:

1: Appointment of Mr. Venu Raman Kumar (DIN: 00245022) as an Independent Director of the Company:

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules made thereunder, read with Schedule IV of the Act and regulation 25(2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company and based on recommendation made by the Nomination and Remuneration Committee of the Board of Directors of the Company, the appointment of Mr. Venu Raman Kumar (DIN: 00245022) by the Board of Directors of the Company as an Additional Director (Independent Director) of the Company in terms of Section 161 of the Act with effect from May 22, 2025 and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, be and is hereby approved as an Independent Director of the Company for a term of three consecutive years commencing from May 22, 2025 till May 21, 2028 (both days inclusive), not liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, desirable or expedient to give effect to this resolution.”

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2: Appointment of Mrs. Anuradha Mookerjee, (DIN: 10174271) as an Independent Director of the Company:

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Rules made thereunder, read with Schedule IV of the Act and regulation 25(2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company and based on recommendation made by the Nomination and Remuneration Committee of the Board of Directors of the Company, the appointment of Mrs. Anuradha Mookerjee, (DIN: 10174271) by the Board of Directors of the Company as an Additional Director (Independent Director) of the Company in terms of Section 161 of the Act with effect from May 22, 2025 and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect, be and is hereby approved as an Independent Director of the Company for a term of three consecutive years commencing from May 22, 2025 till May 21, 2028 (both days inclusive), not liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, desirable or expedient to give effect to this resolution.”

By order of the Board of Directors

For Astra Microwave Products Limited

Sd/-

S. Gurunatha Reddy

Managing Director DIN: 00003828

Place: Hyderabad Date: 05[th] July, 2025

Registered Office:

Astra Towers, Survey No: 12(P), Kothaguda Post, Opp. CII Green Building, Hitech City, Kondapur, Hyderabad, Telangana-500084 Phone: +91-40-46618000, 46618001 Fax: +91-40-46618048 Email: [email protected], Website: www.astramwp.com CIN: L29309TG1991PLC013203

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NOTES:

  1. Explanatory Statement pursuant to Sections 102 and 110 of the Act and Secretarial Standard2 on General Meetings issued by the Institute of Company Secretaries of India, stating all material facts and reasons for the proposals set out under the Postal Ballot Notice is annexed hereto.

  2. The Postal Ballot Notice is being sent only by electronic mode to those Members, whose names appear in the Register of Members/List of Beneficial Owners as on 04[th] July, 2025 (Cut-off Date) and whose e-mail addresses are registered with the Company/Depositories.

  3. Members may note that the Postal Ballot Notice will also be available on the website of the Company at www.astramwp.com, websites of the Stock Exchanges i.e. BSE at www.bseindia.com and NSE at www.nseindia.com, and on the website of CDSL at www.evotingindia.com.

  4. Pursuant to Rule 22(5) of the Rules, the Company has appointed Mr. L. Dhanamjay Reddy (ACS No. 13104 and CP No.3752), Practicing Company Secretary as the scrutinizer (the “ Scrutinizer ”) for conducting the Postal Ballot and voting by electronic means (“ e-voting ”) process in a fair and transparent manner.

  5. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations, the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by CDSL. Members can vote only through Remote E-voting and are requested to read the instructions on the same in the Notes to this Postal Ballot Notice. Members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 04th July, 2025 i.e. Cut-off Date, will be considered for the purpose of e-voting Hence, physical copy of this Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members.

  6. The voting rights for equity shares is one vote per equity share, registered in the name of the Members. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on Friday, 04th July, 2025 i.e. Cut-off Date. A person who is not a shareholder on the relevant date should treat this Notice for information purpose only.

  7. The remote e-voting period shall commence on Monday, 14th July, 2025 at 9.30 a.m. and would end on Tuesday, 12[th] August, 2025 at 5.00 p.m. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form as on Friday, 04th July, 2025 (cut-off date) may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Shareholder, the shareholder shall not be allowed to change/modify it subsequently or cast the vote again. Members are requested to cast their vote through the Remote E-voting process not later than 5:00 p.m. (IST) on Tuesday, 12[th] August, 2025 to be eligible for being

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considered, failing which it will be strictly considered that no vote has been received from the Member.

  1. The vote in this Postal Ballot cannot be exercised through proxy. Non-individual Members (i.e., Institutional / Corporate Members) intending to vote through their authorized representatives are requested to send a scanned copy (in JPEG/PDF format) of a duly certified Board Resolution authorizing their representative(s) to vote on their behalf, pursuant to Section 113 of the Act, to the Scrutinizer at [email protected].

  2. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the results of postal ballot through the Remote E-voting process will be announced by the Chairman or any person authorised by him, on or before Thursday, 14[th] August, 2025 and will also be displayed on the website of the Company (www.astramwp.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.

  3. The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date specified for Remote E-voting, i.e., Tuesday, 12[th] August, 2025 at 5.00 p.m. , and as if they have been passed at a general meeting of the Members.

11. Voting through electronic means

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

The remote e-voting period begins on Monday, 14th July, 2025 at 9.30 a.m. and would end on Tuesday, 12th August, 2025 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 04th July, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting

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facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders ,

by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

  • Step1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

==> picture [464 x 31] intentionally omitted <==

----- Start of picture text -----

Type of Login Method
shareholders
----- End of picture text -----

Type
of
shareholders
Login Method
Type
of
shareholders
Login Method
Individual
Shareholders
holding
securities
in
Demat
mode
with
CDSL
Depository
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 users to login to Easi /
Easiest are requested to visit cdsl website www.cdslindia.com and click on
login icon & New System My Easi Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting 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, 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
cdsl website www.cdslindia.com and click on login & New System My Easi
Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Votinglink available on

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==> picture [463 x 661] intentionally omitted <==

----- Start of picture text -----

www.cdslindia.com home 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 evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
Individual website of NSDL. Open web browser by typing the following URL:
Shareholders
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
holding
home page of e-Services is launched, click on the “Beneficial Owner” icon under
securities in
demat mode “Login” which is available under ‘IDeAS’ section. A new screen will open. You
with NSDL will have to enter your User ID and Password. After successful authentication, you
Depository 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.
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 hold 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.
4) For OTP based login you can click on
https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to
enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and
generate OTP. Enter the OTP received on registered email id/mobile number and
click on login. 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 re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding Successful login, you will be able to see e-Voting option. Once you click on e-
securities in Voting option, you will be redirected to NSDL/CDSL Depository site after
demat mode) successful authentication, wherein you can see e-Voting feature. Click on company
login through name or e-Voting service provider name and you will be redirected to e-Voting
----- End of picture text -----

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their
Depository
Participants
(DP)
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 above mentioned website.

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

**Login type ** Helpdesk details
Individual Shareholders holding
securities in Demat mode with
CDSL
Members facing any technical issue in login can contact CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact at toll free no. 1800
21 09911
Individual Shareholders holding
securities in Demat mode with
NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at :
022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in

physical mode and non-individual shareholders in demat mode.

  • (i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

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

  • 2) Click on “Shareholders” module.

  • 3) 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.

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

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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

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For Physical shareholders and other than individual shareholders holding shares in Demat.

For Physical shareholders and other than individual shareholders holding shares in
Demat.
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.
  • 7) After entering these details appropriately, click on “SUBMIT” tab.

  • 8) 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.

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

  • 10) Click on the EVSN “ASTRA MICROWAVE PRODUCTS LIMITED”.

  • 11) 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.

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

  • 13) 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.

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

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your vote.

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

  • 16) 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.

  • 17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

18) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • 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.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • 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 will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, 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 mandatory 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 and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self

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attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]/ [email protected].

  1. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  2. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

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, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911

By order of the Board of Directors

For Astra Microwave Products Limited

Sd/-

S. Gurunatha Reddy

Managing Director DIN: 00003828

Place: Hyderabad Date: 05[th] July, 2025

Registered Office:

Astra Towers, Survey No: 12(P), Kothaguda Post, Opp. CII Green Building, Hitech City, Kondapur, Hyderabad, Telangana-500084 Phone: +91-40-46618000, 46618001 Fax: +91-40-46618048 Email: [email protected], Website: www.astramwp.com CIN: L29309TG1991PLC013203

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

Item No. 1:

Pursuant to the provisions of Section 161 of the Act, the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee (NRC), the Board of Directors has appointed Mr. Venu Raman Kumar (DIN: 00245022) as an Additional Director (Independent Director) of the Company with effect from May 22, 2025 for a term of three consecutive years commencing from May 22, 2025 up to May 21, 2028 and is eligible to be appointed as a Director of the Company, subject to the approval of the members of the Company as per the provisions of the Act and SEBI Listing Regulations.

As per the provisions of the Act, any person appointed as an Additional Director holds office upto the date of Annual General Meeting. Further as per regulation 17 (1C) of the SEBI Listing Regulations, the listed company shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Members is being sought for the appointment of Mr. Venu Raman Kumar as an Independent Director of the Company for a term of three consecutive years commencing from May 22, 2025 up to May 21, 2028 and he is not liable to retire by rotation, by way of Postal Ballot.

Brief profile of Venu Raman Kumar

Mr. Raman Kumar is a former Indian Revenue Service (IRS) officer and a successful serial tech entrepreneur and private equity investor. He is the founder and former Chairman/Vice Chairman/ CEO of NASDAQ-listed M*Modal Inc., a leading voice recognition and healthcare document technology company that he took from a start-up to until it was sold to One Equity Partners for over a billion dollars in 2012. Since then, he has actively invested in several ventures across India, the Middle East, and the USA. He is also a limited partner in three large international private equity funds.

In 2012, Mr. Kumar founded Aeries Technology, a company that provides Technology Services and Solutions, Business Process Management, and Digital Transformation Services to clients across the US and other geographies. In November 2023, Aeries Technology achieved a significant milestone by going public in the US market, listing on Nasdaq (Stock code: AERT).

In 2015, he joined the board of T-Hub, one of India's most successful tech incubators and accelerators, in Hyderabad.

In 2016, Mr. Kumar launched CASHe, a fintech company that rapidly became India's premier digital lending platform for the underbanked and underserved millennials.

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Leveraging cutting-edge technology and data-driven underwriting models, CASHe disrupted conventional lending by offering quick, hassle-free personal loans through a seamless digital experience. Within a short span, CASHe emerged as India's premier digital lending platform, empowering millions of young professionals with credit and redefining how financial inclusion is delivered in the digital age.

In 2017, he was appointed chairman of Global Entrepreneurship Network India during the GES Summit in Hyderabad. His remarkable achievements were recognized in 2019 when he received the "Serial Tech Entrepreneur of the Year" award from Entrepreneur India. He also earned the "Entrepreneur of the Year" award for Maryland, USA, in 2007 from Ernst and Young. Additionally, in the same year, he was honored with the Maryland International Leadership Award by the World Trade Centre Institute, Baltimore.

Except, Mr. Venu Raman Kumar and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel and their respective relatives are in anyway concerned or interested, financially or otherwise, in the Resolution No. 1 as set out in this Notice.

Your Directors recommend the said Resolution for approval by the Members by way of Special Resolution.

Item No. 2:

Pursuant to the provisions of Section 161 of the Act, the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee (NRC), the Board of Directors has appointed Mrs. Anuradha Mookerjee, (DIN: 10174271) as an Additional Director (Independent Director) of the Company with effect from May 22, 2025 for a term of three consecutive years commencing from May 22, 2025 up to May 21, 2028 and is eligible to be appointed as a Director of the Company, subject to the approval of the members of the Company as per the provisions of the Act and SEBI Listing Regulations.

As per the provisions of the Act, any person appointed as an Additional Director holds office upto the date of Annual General Meeting. Further as per regulation 17 (1C) of the SEBI Listing Regulations, the listed company shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Members is being sought for the appointment of Mrs. Anuradha Mookerjee, as an Independent Director of the Company for a term of three consecutive years commencing from May 22, 2025 up to May 21, 2028 and she is not liable to retire by rotation, by way of Postal Ballot.

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Brief profile of Mrs. Anuradha Mookerjee:

Mrs. Anuradha Mookerjee, B.Sc (Botany), M.Phil (Defence and Strategic Studies) and M.Sc & M.Phil in Social Anthropology, was Topper of the 1986 batch of the Indian Revenue Service. She has been a bureaucrat for over three decades, equipped with deeper insights into the socio-economic fabric of our nation and the direction and path we need to tread on to better enrich the lives of its citizens. As a social anthropologist, the disconnect of urban India with her larger rural counterpart has always been something she has been eager to rectify. Her first endeavour in this direction was successfully improving the sustainable livelihood of thousands of folk artistes living below the poverty line by initiating a sustainability project during a deputation as Director of the Eastern Zonal Cultural Centre. The artisans were given skill upgradation, capacity building and marketing linkages were developed giving them sustainable livelihood and the folk traditions got revitalised. Now she intends to contribute to the development and character-building of our urban children- the future bureaucrats, professionals and politicians of our country- by fostering a connection between them and the world of rural India.

Except, Mrs. Anuradha Mookerjee and her relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel and their respective relatives are in anyway concerned or interested, financially or otherwise, in the Resolution No. 2 as set out in this Notice.

Your Directors recommend the said Resolution for approval by the Members by way of Special Resolution.

By order of the Board of Directors For Astra Microwave Products Limited

Sd/-

S. Gurunatha Reddy

Managing Director DIN: 00003828

Place: Hyderabad Date: 05[th] July, 2025

Registered Office:

Astra Towers, Survey No: 12(P), Kothaguda Post, Opp. CII Green Building, Hitech City, Kondapur, Hyderabad, Telangana-500038 Phone: +91-40-46618000, 46618001 Fax: +91-40-46618048 Email: [email protected], Website:www.astramwp.com CIN: L29309TG1991PLC013203

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Information required pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS‐2), in respect of Directors seeking appointment / re‐appointment is set out below:

==> picture [515 x 589] intentionally omitted <==

----- Start of picture text -----

S. No. Particulars Name of the Director
Mr. Venu Raman Kumar Anuradha Mookerjee (Retd.
IRS)
1 DIN 00245022 10174271
Nationality Indian Indian
2 Date of birth and Age 10 [th] March, 1961 08 [th] March, 1961
64 Years 64 years
3 Qualification MBA, MA & BA (Hons) M.Phil (Defence and Strategic
Studies), B.Sc (Botany), M.Sc &
M.Phil in Social Anthropology
4 Date of first appointment 22.05.2025 22.05.2025
on the Board
5 Experience and expertise He is a former Indian Revenue She has around three decades of
in specific functional Service officer and a seasoned experience in Indian revenue
areas serial tech entrepreneur and services, equipping with deeper
private equity investor, with deep insights into the socioeconomic
expertise in building and scaling fabric of the country
global technology businesses. His
specialization includes AI,
fintech, enterprise software, and
digital transformation
6 Relationship with other Mr. Venu Raman Kumar is not Mrs. Anuradha Mookerjee is not
Directors, Manager and related to any Director or Key related to any Director or Key
other Key Managerial Managerial Personnel of the Managerial Personnel of the
Personnel of the Company Company. Company.
7 Directorship held in other None Dalmia Bharat Limited-
listed Companies Independent Director
Memberships in the None Dalmia Bharat Limited- Audit
Committees of Board of Committee Member
other listed Companies
8 Membership and None Astra Microwave Products
Chairmanship in the Limited – Audit Committee
Committees of the Board Chairperson
of the Company

9 No. of shares held in the Nil Nil
Company
----- End of picture text -----

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----- Start of picture text -----

10 The number of Meetings of Nil Nil
the Board attended during
the year
11 Terms and conditions of Terms and Conditions of Terms and Conditions of
appointment/re- Appointment are as per the Appointment are as per the
appointment along with resolution at item No.1 of the resolution at item No.2 of the
details of remuneration Notice of Postal Ballot on 05 [th] Notice of Postal Ballot on 05 [th]
sought to be paid July, 2025 read with explanatory July, 2025 read with explanatory
statement thereto. statement thereto.
12 Details of last drawn N.A N.A
remuneration
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Note: Pursuant to Regulation 26 of the SEBI Listing Regulations, only two committees, viz. Audit Committee and Stakeholders’ Relationship Committee have been considered.

By order of the Board of Directors For Astra Microwave Products Limited

Sd/-

S. Gurunatha Reddy

Managing Director DIN: 00003828

Place: Hyderabad Date: 05[th] July, 2025

Registered Office:

Astra Towers, Survey No: 12(P), Kothaguda Post, Opp. CII Green Building, Hitech City, Kondapur, Hyderabad, Telangana-500084 Phone: +91-40-46618000, 46618001 Fax: +91-40-46618048 Email: [email protected], Website: www.astramwp.com CIN: L29309TG1991PLC013203

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