Astra Microwave Products shareholders approved all nine resolutions at the company’s 35th Annual General Meeting held on September 18, 2026. The vote covered financial statements, dividend declaration, director appointments, and related-party transactions.

The meeting saw a total of 56,178,710 votes polled out of 94,945,008 shares on record, representing a 59.16% participation rate. Promoter and promoter group shareholders voted in favor of all resolutions with 100% assent. Public institutional and non-institutional shareholders also largely supported the agenda items.

Key Board and Management Changes

Shareholders passed a special resolution to redesignate Dr. M. V. Reddy from Joint Managing Director to Managing Director. This structural change aligns with the company's leadership succession planning. The resolution received near-universal support, with only 80 votes cast against it.

Members also approved the re-appointment of directors Mr. Prakash Anand Chitrakar and Mr. Atim Kabra, who retired by rotation. While Mr. Kabra’s re-appointment faced minimal dissent (0.38%), Mr. Chitrakar’s resolution saw higher opposition from public institutional investors, who voted against it at a rate of 25.73%, though it still passed overall with 89.57% support.

Additionally, shareholders approved an ordinary resolution for a revision in remuneration for Mr. Atim Kabra, who serves as Whole-time Director designated as Director (Strategy and Business Development). A separate special resolution approved cash compensation for Mr. S. Gurunatha Reddy, the current Managing Director.

Financial Approvals and Related Party Transactions

The company declared a final dividend on equity shares for FY26, which was approved by shareholders with 99.99% support. Members also ratified the remuneration of Cost Auditors through an ordinary resolution.

A notable point of contention was the approval of material related-party transactions with joint venture Astra Rafael Comsys Private Limited for the financial year 2026-2027. While promoters voted unanimously in favor, public institutional investors opposed the resolution at a rate of 35.69%. Despite this, the resolution passed with an overall support rate of 85.53%.

What the Numbers Show

The voting data reveals a divergence between promoter and public institutional shareholder sentiment on specific governance items. While promoters maintained 100% support across all resolutions, public institutional investors expressed significant dissent on two key issues: the re-appointment of Mr. Prakash Anand Chitrakar (25.73% against) and the related-party transaction approval (35.69% against). This suggests heightened scrutiny from institutional stakeholders regarding board composition and joint venture dealings, even though these resolutions ultimately passed with requisite majorities.

Voting Process Details

The company extended e-voting facilities to members from September 14, 2026, to September 17, 2026. Remote e-voting commenced at 9:30 am and ended at 5:00 pm on September 17. E-voting during the AGM was also facilitated. Mr. L.D. Reddy, Practicing Company Secretary, served as the scrutinizer for the voting process. The statutory auditor’s report and secretarial auditor’s report were both unqualified, indicating no adverse observations regarding compliance and financial reporting.

Astra Microwave Products has scheduled its 35th Annual General Meeting for September 18, 2026. The meeting will address key corporate governance changes, including leadership redesignations and significant related-party transaction approvals.

The Board of Directors has recommended a final dividend of ₹2.40 per equity share for FY26, subject to shareholder approval. The record date for determining dividend entitlement is set for September 11, 2026. Shareholders on record by this date will be eligible to receive the payout, which will be paid after deducting applicable taxes at source.

E-Voting and Meeting Logistics

The AGM will be held via electronic mode (Video Conference or Other Audio-Visual Means) at 3:00 pm IST. Remote e-voting is available from 9:30 am on Monday, September 14, 2026, until 5:00 pm on Thursday, September 17, 2026. Members who have cast their votes remotely cannot vote again during the meeting. Those present via VC/OAVM who have not voted remotely may vote electronically during the session.

Leadership Restructuring

A central focus of the AGM is the proposed redesignation of Dr. M. V. Reddy from Joint Managing Director to Managing Director. This change is effective from October 1, 2026, for the remainder of his tenure until April 29, 2028.

The resolution outlines a revised remuneration structure for Dr. Reddy, featuring a basic salary of ₹6 lakh per month. His performance bonus is capped at ₹3.2 crore, linked to revenue (30% weightage), EBITDA (30%), and strategic initiatives including ESG and human capital management.

Additionally, the Board seeks approval to revise the remuneration of Whole-time Director Mr. Atim Kabra. Effective October 1, 2026, his basic salary will increase to ₹5.42 lakh per month, with a performance bonus ceiling of ₹80 lakh. Both appointments aim to align executive compensation with the company’s expanding operations in Defence, Space, and Meteorology sectors.

Related Party Transactions

Shareholders will vote on an omnibus approval for material related-party transactions with Astra Rafael Comsys Private Limited (ARC), a joint venture in which Astra Microwave holds a 50% stake. The proposed aggregate value for FY27 is ₹200 crore.

This figure represents approximately 16.93% of the company’s consolidated turnover for FY26. In the preceding financial year (FY26), transactions with ARC totaled ₹160.09 crore. The approval covers the sale and purchase of materials, equipment, corporate guarantees, and miscellaneous services, all intended to be conducted on an arm’s length basis.

Exit Compensation and Director Re-appointments

The AGM will also approve a cash compensation payment of ₹1.35 crore to outgoing Managing Director Mr. S. Gurunatha Reddy. He ceased holding office on September 30, 2026. The compensation covers the unexpired portion of his tenure, calculated based on his average remuneration over the last three financial years.

Furthermore, Non-Executive Director Mr. P. A. Chitrakar and Executive Director Mr. Atim Kabra retire by rotation and offer themselves for re-appointment. Both directors attended all seven board meetings during FY26.