Astec LifeSciences : Postal Ballot

Date: 16th August, 2022
To,	To,
BSE Limited	National Stock Exchange of India Limited
P. J. Towers, Dalal Street, Fort,	Exchange Plaza, Bandra Kurla Complex,
Mumbai - 400 001.	Bandra (East), Mumbai - 400 051.
Ref.: BSE Scrip Code No. "533138"	Ref.: "ASTEC"
Dear Sir / Madam,

Subject: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in continuation to our intimation dated Monday, 25th July, 2022, we are enclosing herewith, the Postal Ballot Notice together with Explanatory Statement, seeking approval of the Members for the Resolution as mentioned in the Postal Ballot Notice dated Monday, 25th July, 2022.

The Postal Ballot Notice along with the Explanatory Statement, is being electronically sent to all the Members whose names appear in the Register of Members or List of Beneficial Owners, as received from National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) as on Friday, 12th August, 2022 ("Cut-off date") and who have registered their e-mail addresses with the Company or the Registrar & Share Transfer Agent or with the Depositories / Depository Participants, in accordance with the various Circulars issued by Ministry of Corporate Affairs ("MCA Circulars"), including the latest General Circular No. 3/2022 dated 5th May, 2022.

In terms of the MCA Circulars, the Company is sending the Postal Ballot Notice in electronic form only. The hard copies of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelopes are not sent to the Members for the Postal Ballot in accordance with the provisions in the MCA Circulars.

The Company has engaged the services of National Securities Depository Limited ("NSDL") for providing e-voting facility to the Members. The e-voting facility will be available from Saturday, 20th August, 2022 from 9.00 a.m. (IST) till Sunday, 18th September, 2022 upto 5.00 p.m. (IST).

Members desirous to cast their vote through Postal Ballot physically are requested to take printout of the Postal Ballot Form from the abovementioned websites, fill in the details and send the duly signed and completed Postal Ballot Form in original, to the Scrutinizer Mr. Vikas R. Chomal, Practicing Company Secretary at A / B-201, 2nd Floor, Manas Building, Near Mahajan Wadi, Kharkar Ali, Thane

(West) - 400 601, Maharashtra, India, so as to reach him on or before 5.00 p.m. (IST) on Sunday, 18th September, 2022. Postage / Courier expenses for sending such physical postal ballot to the Scrutinizer will be borne by the Members.

The voting results of Postal Ballot will be declared on Monday, 19th September, 2022.

Members requiring copy of the Postal Ballot Notice may send an e-mail to [e-mail], pursuant to which, the Member may receive the same on the e- mail id. Also, in case of any queries, Members may send an e-mail to [e-mail]. The copy of the said Postal Ballot Notice is being made available on the website of the Company, viz., www.astecls.comand on the websites of BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). It is also being made available on the website of NSDL at the weblink https://www.evoting.nsdl.com/.

We request you to take the above on your record.

Thanking you,

Yours faithfully,

For Astec LifeSciences Limited

Tejashree Pradhan

Company Secretary & Compliance Officer

Encl.: As above

ASTEC LIFESCIENCES LIMITED

Corporate Identity Number (CIN): L99999MH1994PLC076236

Registered Office: "Godrej One", 3rd Floor, Pirojshanagar, Eastern Express Highway,

Vikhroli (East), Mumbai - 400 079, Maharashtra

Tel.: [phone], Fax: [phone], Website:www.astecls.com, Email:[e-mail]

POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE IS HEREBY GIVEN THAT the Resolution set out below is proposed to be passed by the Members of ASTEC LIFESCIENCES LIMITED ("the Company") by means of Postal Ballot, pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 ("the Companies Act" or "the Act"), read with the Companies (Management and Administration) Rules, 2014 ("the Rules"), including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and other applicable provisions, if any, of the Act, read with General Circular No. 14/2020 dated April 8, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No.20/2021 dated December 8, 2021 and General Circular No.3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs (the "MCA Circulars") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI) (including any statutory modification(s), amendment(s) or re- enactment(s) thereof, for the time being in force). The Explanatory Statement pursuant to Section 102(1) of the Act, setting out all the material facts relating to the Resolution mentioned in this Postal Ballot Notice, is enclosed herewith for your consideration.

In compliance with the requirements of the MCA Circulars, the Company will send Postal Ballot Notice along with Explanatory Statement and Postal Ballot Form by e-mail to all its Members who have registered their e-mail addresses with the Depositories / Depository Participants / Registrar and Share Transfer Agent of the Company and the communication of assent / dissent of the Members will take place through the e-voting system. The physical Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will, therefore, notbe sent to the Members for this Postal Ballot. However, in order to facilitate voting by Members who may not be able to access e-voting facilities, the Members are also allowed to cast their votes by physical Postal Ballot, as per the instructions contained in this Notice.

In accordance with the provisions of the MCA Circulars, those Members who have not yet registered their e-mail addresses, are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Board of Directors of the Company, by a resolution passed on Monday, July 25, 2022, has approved the business, as set out in this Notice, for approval of the Members of the Company through Postal Ballot. Accordingly, the proposed Resolution and the Explanatory Statement thereto, along with the Postal Ballot Form are annexed herewith for your consideration and you are requested to record your assent or dissent by means of Postal Ballot by way of e-voting facility provided by the Company.

Members may please note that, the Company is pleased to provide to its Members, the facility to exercise their right to vote by electronic means through the e-voting services provided by National Securities Depository Limited ("NSDL").

The e-votingfacility will be available from Saturday, 20th August, 2022 from 9.00 a.m. (IST) till Sunday, 18th September, 2022 upto 5.00 p.m. (IST). The e-votingmodule shall be disabled by NSDL for voting thereafter. During this period, the Members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-offdate, Friday, August 12, 2022, may cast their vote electronically. Please carefully read and follow the instructions on e-votinglisted in the Notes to this Notice. It may please be noted that failure to cast vote during the e-votingperiod will be strictly considered that no vote has been received from the Member.

The Board of Directors has appointed Mr. Vikas R. Chomal, Practicing Company Secretary (Certificate of Practice No. 12133), to act as the Scrutinizer for conducting the Postal Ballot including e-votingprocess in a fair and transparent manner and communication has been received from the Scrutinizer conveying willingness to be appointed and the Scrutinizer will be available for the said purpose.

The Scrutinizer will submit report to the Chairman / any other Director / Key Managerial Personnel as may be authorized by the Chairman or the Board of Directors, after completion of the e-voting. The results of Postal Ballot by way of e-voting will be declared on Monday, September 19, 2022 at the Registered Office of the Company. The declaration / announcement of the results as stated above shall be treated as declaration of results at a Meeting of the Members as per the provisions of the Companies Act and applicable Rules framed thereunder. The results declared along with the Scrutinizer's Report shall be placed on the website of the Company, viz., www.astecls.comimmediately after the results are declared and will simultaneously be communicated to the Stock Exchanges, viz., BSE Limited and the National Stock Exchange of India Limited, where the Equity Shares of the Company are listed and to NSDL and shall also be displayed at the Registered Office of the Company.

PROPOSED RESOLUTION:

1. Appointment of Mr. Burjis Godrej (DIN: 08183082) as "Non-Executive,Non-Independent Director" of the Company:

To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors at their respective Meetings held on July 25, 2022, the approval of Shareholders be and is hereby accorded for appointment of Mr. Burjis Godrej [Director Identification Number (DIN: 08183082)] as "Non-Executive,Non-Independent Director" of the Company, liable to retire by rotation."

"RESOLVED FURTHER THAT any of the Directors or the Company Secretary or the Chief Financial Officer of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary or expedient to give effect to this resolution."

"RESOLVED FURTHER THAT a copy of the foregoing resolution certified to be true by any one of the Directors or the Company Secretary or the Chief Financial Officer of the Company be submitted to the concerned authority(ies) / person(s) and they be requested to act thereupon."

By the Order of the Board of Directors For Astec LifeSciences Limited

Sd/-

Tejashree Pradhan

Company Secretary & Compliance Officer (FCS 7167)

Mumbai, July 25, 2022

Registered Office:

"Godrej One", 3rd Floor,

Pirojshanagar, Eastern Express Highway,

Vikhroli (East), Mumbai - 400 079, Maharashtra

Tel. No.: 022 - 2518 8010

Fax No.: 022 - 2261 8289

Website:www.astecls.com

E-mail:[e-mail]

CIN: L99999MH1994PLC076236

NOTES:

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 ("the Act") setting out all material facts relating to the Resolution mentioned in this Postal Ballot Notice is attached.
2. This Notice is being electronically sent to all the Members whose names appear in the Register of Members / List of Beneficial Owners, as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited ("CDSL") on Friday, August 12, 2022 and who have registered their e-mail addresses with the Depositories / Depository Participants / Registrar and Share Transfer Agent. It is however, clarified that all the persons who are Members of the Company as on Friday, August 12, 2022, including those Members who may not have received this Notice due to non- registration of their e-mail address with the Depositories / Depository Participants / Registrar and Share Transfer Agent, shall be entitled to vote in relation to the Resolution specified in this Notice.
3. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of Member / Beneficial Owner as on Friday, August 12, 2022. The voting rights of the Members shall be in proportion to their share in the Paid-up Equity Share Capital of the Company as on the Cut-off date, i.e., Friday, August 12, 2022. A person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.
4. In compliance with the provisions of Sections 108 and 110 of the Act and the Rules framed thereunder and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and the relevant Circulars issued by the Ministry of Corporate Affairs ("the MCA Circulars"), the Company is pleased to provide its Members the facility to exercise their right to vote electronically on the Postal Ballot through the Electronic Voting (e-voting) Services provided by National Securities Depository Limited ("NSDL"). The instructions for electronic voting are annexed to this Notice.
5. Members have option to vote either through e-voting or through physical Postal Ballot Form. If a Member has opted for e-voting, then he/she/they should not vote by physical Postal Ballot also and