AGM NOTICE OPTO CIRCUITS (INDIA) LIMITED

AGM NOTICE OPTO CIRCUITS (INDIA) LIMITED CIN:L85110KA1992PLC013223 Registered Office: Plot No.83, Electronic City, Hosur Road, Bangalore 560 100 Website: www.optoindia.com, Email Id: ir@optoindia.com, Email: investorsservices@optoindia.com Tel: 080 28521040-41-42, Fax: 080 28521094. NOTICE is hereby given that the 23rd Annual General Meeting of the Members of Opto Circuits (India) Limited, will be held on Thursday, 31st December 2015 at 10.30 AM at the Registered Office of the Company situated at Plot No.83, Electronic City, Hosur Road, Bangalore - 560100, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2015 and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Jayesh Chandrakant Patel (DIN:01338843), who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. 3. To ratify the appointment of Statutory Auditors of the Company and in this regard to consider and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139,142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s Anand Amarnath and Associates, Chartered Accountants (Firm Registration No. 000121S), be and are hereby appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of next Annual General Meeting of the Company at such remuneration as may be determined by the Board of Directors of the Company. SPECIAL BUSINESS: 4. Re appointment of Mr. Vinod Ramnani as Managing Director of the Company: To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections, 196, 197 & 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and the Rules made there under (including any statutory modification or re-enactment thereof for the time being in force) consent of the Company be and is hereby accorded to the re appointment of Mr. Vinod Ramnani, (DIN:01580173) as the Chairman and Managing Director of the Company for a period of five years effective from 1st June 2015 on terms and conditions, which are as follows: A. (i) Salary `500,000/- per month with annual increment of 10% of the last drawn salary before such increment. (ii) Performance linked Bonus/Commission on Profits Not exceeding 3% of the net profits of the company, in any financial year of the company as the Board may determine from time to time. At the discretion of the Board, the payment may be made on a pro-rata basis every month or on an annual basis or partly, monthly and partly on annual basis. B. Perquisites/Benefits: (i) Residential Accommodation Rent free furnished accommodation for occupation by self and family where such rent free accommodation is leased/licensed rented by the company. The rent paid by the company for such accommodation shall not exceed 60% of the salary set out in A (i) above. In lieu of rent free accommodation, the company shall pay to the Managing Director, House Rent Allowance up to 50% of the Salary set out at A (i) above. (ii) Contribution to Pension/Provident Fund/Gratuity Funds The Managing Director shall be eligible for Provident Fund, Pension Fund and Gratuity as per rules applicable to the managerial employees. This would include contribution to Provident Fund and Superannuation Fund or Annuity Fund up to 27% of the Salary per annum and contribution to gratuity fund up to 8.33% of the Salary per annum or any other limit as may be laid down or prescribed under the Income Tax Act, 1961, for this purpose. (iii) Other Perquisites Gas, electricity, water, furnishings at residence, medical and personal accident insurance, leave travel allowance/concession for self and family, club fees and other allowance and benefits as per the Rules of the company, the monetary value of which shall not exceed `1.50 Lacs per annum. 1

(iv) However, the following perquisites/benefits shall not be included in applying the ceiling of `1.50 Lacs stipulated in B (iii) above. Company car with driver (owned/leased) for official duties and telephone at residence including payment for local calls and long distance official calls. Entertainment expenses incurred in connection with the business of the company. A. Unless otherwise stipulated, the perquisites shall be evaluated as per Income Tax Rules wherever applicable. In the absence of any such Rule, perquisites shall be evaluated at accrual cost. B. The total remuneration and perquisites/benefits contemplated as per Clauses A and B above, including contribution towards Provident Fund, Superannuation Fund, Annuity Fund, Gratuity Fund (including any unfunded retirement benefits as per rules of the company), payable to the Managing Director of the company shall not exceed 5%, of the profits of the company calculated in accordance with Section 197 and other applicable Provisions, if any, of the Companies Act, 2013. C. In the absence or inadequacy of profits in any financial year, the remuneration payable to Managing Director by way of salary and perquisites shall not exceed the maximum limits prescribed under Schedule V of the Companies Act, 2013. D. In the event of any re-enactment or re-modification of the Companies Act, 2013, or Income Tax Act, 1961 or amendments thereto; this Ordinary Resolution shall continue to remain in force and the reference to various provisions of the new Act or the amendments thereto or the Rules and Notifications issued there under. RESOLVED FURTHER THAT, not with standing anything herein above stated wherein any financial year closing on or/and after March 31, 2016, if the company incurs a loss or its profits are inadequate, the company shall pay to Mr. Vinod Ramnani, the remuneration by way of salary, commission and other perquisites/benefits not exceeding the limits specified under Schedule V to the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force), or such other limits as may be prescribed by the Government from time to time as minimum remuneration. RESOLVED FURTHER THAT Board on the recommendation of Nomination and Remuneration Committee, be and is hereby authorised to alter and vary the terms and conditions of appointment including remuneration and annual incremental thereof, but such remuneration shall not exceed the limits specified in Companies Act, 2013; RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above appointment and to settle all matters arising out of and incidental thereto and sign and execute all applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution. 5. Appointment of Dr. Suleman Adam Merchant as Independent Director of the Company: To consider and if thought fit, to pass the following resolution, with or without modifications, as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 149,150,152,160 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modifications or re-enactment thereof and any Rules made there under, for the time being in force) and Clause 49 of the Listing Agreement, Dr. Suleman Adam Merchant (DIN: 00475410), Director of the Company, whose office is liable to retirement by rotation as per the Companies Act 1956 and who has submitted a declaration that he meets criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature to the Office of Director, be and is hereby appointed as an Independent Director of the company whose term shall not be subject to retirement by rotation, to hold office for a term up to the conclusion of the Twenty sixth Annual General Meeting of the Company. 6. Appointment of Ms. Suchitra Misra as Non-Executive Director, liable to retire by rotation: To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution: RESOLVED THAT Ms. Suchitra Misra (DIN 02254365), who was appointed as an Additional Director of the Company with effect from March 31,2015 by the Board of Directors of the Company pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and in respect of whom, the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation. 7. To ratify the related party transaction. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:- 2 RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable Rules under Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of applicable provisions of Listing

Agreement executed with the Stock Exchanges (including any amendment, modification or re-enactment thereof), consent of the members of the Company be and is hereby accorded for ratification of the transaction between Company and Mr. Vinod Ramnani (a related party), for sale of the property to Mr.Vinod Ramnani, on such terms and conditions as mutually agreed between the parties and as briefly mentioned in the explanatory statement to this resolution. RESOLVED FURTHER THAT Directors and Company Secretary of the Company be and are hereby severally authorised to sign any document or agreement for above transaction on behalf of the Company and take necessary steps and to do all acts, deeds and things as may be necessary and incidental to give effect to this resolution. By order of the Board For OPTO CIRCUITS (INDIA) LIMITED Supriya Kulkarni Company Secretary Place : Bangalore Date : December 03,2015 =============================================================================================== NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. A proxy in order to be valid should be duly completed and stamped and deposited with the company at the registered office at least 48 hours before the commencement of the meeting. Proxy submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolution / authority, as applicable. Blank proxy form and attendance slips are enclosed with this notice. 3. A person can act as proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member. 4. Members/Proxies are requested to bring the Attendance Slip sent herewith duly filled for attending the Meeting along with their copy of Annual Report to attend the meeting. 5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 6. Explanatory statement pursuant to Section 102 of the Companies Act, 2013 with respect of business under item nos. 4 to 7 as set out in the Notice is annexed hereto. 7. Pursuant to provisions of Section 91 of Companies Act, 2013, The Register of Members and the Share Transfer Books will remain closed from 29th December 2015 to 31st December 2015. 8. Members desiring information as regard to the accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready. 9. Members whose shareholding is in the electronic mode are requested to inform the change of address and update the Bank account details to their respective Depository Participants. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends in future. 10. Members are requested to address all correspondence to the Register and Share Transfer Agent of the Company, Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad 500 032. E mail : mailmanager@karvy.com. 11. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with the Company or the Registrar and Share Transfer Agents of the Company. Karvy Computershare Private Limited, Members are requested to note that dividends not en cashed or not claimed within seven years from the date of transfer to the Company s Unpaid Dividend Account, will be, as per Section 205A of the Companies Act, 1956, (Section 124 of the Companies Act, 2013) be transferred to the Investors Education and Protection Fund. 12. In respect of Shares held by companies, trusts, societies etc., the authorized representatives are requested to bring a duly certified copy of the Board Resolution / Appropriate authorization with their specimen signature(s) duly attested for attending the meeting. 13. The Securities and Exchange Board of India (SEBI) has mandated submission of the Permanent Account Number. (PAN) by every participant in the securities market members holding shares in the electronic form are, therefore, requested to submit their PAN to their Depository Participants. Members holding shares in physical form are required to submit their PAN details to the Company. 14. Members are requested to note that, entry to the meeting hall/premises is strictly restricted to the members/beneficial owners holding duly filled in attendance slip and proxies holding valid proxy forms. 15. With a view to using natural resources responsibly, we request share holders to register their e-mail id with Depository Participants for receiving all communications from the Company including Notice of the Annual General Meeting and Annual Reports through electronic mode. 16. All documents refer to in the Notice will be available for the inspection at the Company s registered office during normal Business hours on a normal working days up to the date of AGM. 17. Members may also note that the notice of the 23rd Annual General Meeting and the Annual Report 2014-15 will be available on the 3

Company s web site, www.optoindia.com. 18. Only bona fide members of the Company whose names appear in the Register of Members/Proxy Holders in possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non members from attending the meeting. 19. In compliance with section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules 2014, substituted by Companies (Management and Administration) Amendment Rules 2015 and Clause 35 B of the Listing Agreement, the Company has providing facility for e-voting to all the members. A separate e-voting instructions slip has been sent explaining the process of e-voting with necessary user id and password along with procedure for such e-voting. Such e-voting facility is in addition to the voting through Ballot Paper that may take place at the meeting venue on December 31, 2015. The members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again. 20. Additional information pursuant to Clause 49of the Listing Agreement, in respect of the Directors seeking appointment / re-appointment at the AGM is as follows: Name of the Director Mr. Jayesh Chandrakant Patel Mr. Vinod Ramnani Ms. Suchitra Misra Dr. Suleman Adam Merchant Date of Birth 11.12.1961 16.06.1956 04.02.1960 22.09.1955 Date of appointment 03.04.2000 08.06.1992 31.03.2015 20.08.2001 Relationship with other Director Expertise in Specific Functional area Nil Nil Nil Nil Mr. Jayesh C Patel brings with him more than two decades of engineering and R&D expertise to the Company s product line. He has been instrumental in the product design and conception of a multitude of Opto Electronic Products. Mr.Vinod Ramnani has been known for his strategic acumen that has been one of the key factors for the outstanding ascend of Opto Circuits over the past decade. Based out of Opto s headquarters in Bengaluru, India, his direction has been successful in effectively integrating acquired companies and product lines across the globe. His complete involvement with business on a daily basis has ensured that processes and operations are in tandem with the Group s ambitious plans and goals. Dr Suchitra Kaul Misra is a Doctor of Philosophy from Mysore University. The focus of her research has been therapeutic humor and its application as a powerful energy.she did her Bachelor of Arts with English Honors from Nowrosjee Wadia College. She topped her Masters of Arts with gold medals in English Literature from Lucknow University. A prominent radiologist, Dr. Suleman Merchant is the Head of the Department of Radiology at Lokmanya Tilak Memorial Medical College & Hospital, Sion, Mumbai. He is also a member of the Safety Review Committee for Applications of Radiation (SARCAR), Atomic Energy Regulatory Board, and Government of India. A well known member of National and International medical fraternity,dr. Merchant brings to the table his vast experience and medical expertise. Qualification Directorship in other companies BS in Electronic Engineering Opto Eurocor Healthcare Limited B.E. Mechanical Engineering Opto Infrastructure Ltd Opto Cardiac Care Ltd Opto Eurocor Healthcare Ltd Bachelor of Arts with English Honors & Master of Arts in English, Doctorate in Philosophy from Mysore University. Advanced Micronic Devices Ltd Devon Innovations Pvt Ltd MBBS and Doctorate of Medicine in Radiology Advanced Micronic Devices Ltd Membership of the Committees of the Board Committees in all Companies Shareholding in the Company* Nil Membership: 04 (Four) Stakeholders Relationship Committee: Opto Circuits (India) Ltd Opto Eurocor Healthcare Ltd Audit & Risk Management committee: Opto Infrastructure Ltd Opto Cardiac Care Ltd Membership: 03 (Three) Audit & Risk Management Committee: Opto Circuits (India) Ltd Advanced Micronic Devices Ltd Stakeholders Relationship Committee: Advanced Micronic Devices Ltd 11815983 34043581 81 280160 Chairmanship: 2 (Two) Shareholder/Investor Grievance Committee Opto Circuits (India) Ltd Advanced Micronic Devices Ltd Membership: 1 (One) Audit Committee: Advanced Micronic Devices Ltd *As on 31st March 2015. Considering the working knowledge, qualifications and experience of above directors, it would be in the interest of the Company to appoint/re-appoint them as Directors of the Company. By order of the Board For OPTO CIRCUITS (INDIA) LIMITED Supriya Kulkarni Company Secretary Place: Bangalore Date: December 03,2015 4

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013. Item No.4 The tenure of office of Mr. Vinod Ramnani as Managing Director expired on 31st May 2015. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 29th May 2015, re-appointed him in the same capacity for a period of 5 years with effect from 1st June 2015, on the same terms of remuneration as set out in the resolution of re-appointment. In terms of provisions of Sections, 196, 197 & 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V to the Companies Act, 2013 and the Rules made there under, the approval of shareholders is required for the re-appointment and payment of remuneration to Mr. Vinod Ramnani. The Board commends the resolution for the shareholders approval. Keeping in view that Mr. Vinod Ramnani has rich and varied experience in the Industry and has been involved in the operations of the Company over a long period of time; it would be in the interest of the Company to continue the employment of Mr. Vinod Ramnani as Chairman and Managing Director. Mr. Vinod Ramnani, aged about 59 years, is a BE in Mechanical Engineering from Manipal Engineering College, Manipal, Karnataka. Immediately after completion of the degree, till 1983, he was heading the Bangalore Branch of New Standard Engineering, Bombay, as Branch Manager. During the year 1983, he moved to Los Angeles, USA and joined United Detectors Technology, LA as Plant Manager. During his association with the company, he was responsible for managing manufacturing, R&D and product development functions of the unit. During the year 1987, Mr. Vinod Ramnani, joined Opto Sensors (S) Pte Ltd., Singapore, as General Manager and established the manufacturing & marketing facilities of the company. As Chief Promoter Chairman & Managing Director of the company, Mr. Vinod Ramnani has been the driving force behind the growth of the company. Notice has been received from member signifying his intention to propose appointment of Mr. Vinod Ramnani as Chairman and Managing Director of the Company. The terms of reappointment of Mr. Vinod Ramnani as Managing Director as stated in the Notice may be treated as abstract under section 190 of the Companies Act, 2013. The copies of the relevant resolutions of the Board in respect of re-appointment are available for inspection by the members at the registered office of the company during working hours on any working day till the date of this Annual General Meeting. Except Mr. Vinod Ramnani, being the appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set out at Item No.4, This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock Exchange. Item No.5 The Company had appointed Dr. Suleman Adam Merchant, as Non-executive Director, liable to retire by rotation under Companies Act, 1956. This Director is also Independent Director pursuant to Clause 49 of the Listing Agreement with Stock Exchanges. Dr. Suleman Adam Merchant is liable to retire by rotation at the ensuring AGM. In accordance with the provisions of Section 149 of the Companies Act, 2013 which came into effect from April 1, 2014, every Listed Public Company is required to have at least one-third of the total number of directors as Independent Directors who are not liable to retire by rotation. The Nomination and Remuneration Committee has recommended the appointment of Independent Director to hold office for a term up to the conclusion of the 26th Annual General Meeting of the Company. The Company has received consent from the Independent Director and also declaration confirming that he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 and meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement with the Stock Exchanges. Notice has been received from Member proposing his candidature for the office of Director of the Company. In this opinion of the Board, Dr. Suleman Adam Merchant, fulfill the conditions specified in the Companies Act, 2013 and Rules made there under, for his appointment as an Independent Director of the company and is Independent of the management. A copy of the draft letter for appointment as an Independent Director setting out the terms and conditions would be available for inspection without any fee to the members at the Registered office of the Company during normal business hours on any working day. The Board considers that his continued association would be of immense benefits to the Company and it is desirable to continue to avail the service as Independent Director. This explanatory statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges. Except Dr. Suleman Adam Merchant, and his relatives, none of the Directors, key managerial personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the proposed Resolutions as set out in item number 5 of this Notice. The Board recommends the Ordinary Resolution as set out at item number 5 of the Notice for approval by the shareholders. Item No.6 Ms.Suchitra Misra who has been appointed as an Additional Director of the Company under Section 161(1) of the Companies Act, 2013 effective March 31, 2015 holds office up to the date of this Annual General Meeting, and is eligible for appointment as Director. Notice has been received 5

from Member proposing the candidature of Ms.Suchitra Misra for the office of Director. The Board considers that her continued association would be of immense benefits to the Company and it is desirable to continue to avail the service as Director. This explanatory statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges. Except Ms.Suchitra Misra, and her relatives, none of the Directors, key managerial personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the proposed Resolutions as set out in item number 6 of this Notice. The Board recommends the Ordinary Resolution as set out at item number 6 of the Notice for approval by the shareholders. Item No.7 Pursuant to provisions of Section 188 of the Companies Act, 2013, the prior approval was accorded by the Audit & Board at their respective meetings held on May 29, 2015 for related party transaction, involving the sale of immovable property of the Company to its Director, Mr.Vinod Ramnani. Mr. Vinod Ramnani, is the Managing Director of the Company and also one of the promoters of the Company, hence he is a related party within the meaning of section 2(76) of the Companies Act 2013 and also under Clause 49 of the Listing Agreement. The immovable propertybeing flat and bearing No.1-B in Block I, situated on 1st Floor of the Apartment Building known as ALPS ESTATE of Kaikondanahalli Village, Varthur Hobli, Bangalore, was no longer needed for the business operations of the Company. The Board considered that It was desirous to sell the same in the best interest of the Company, hence authorised the sale. Accordingly sale deed was executed between the Company and Mr. Vinod Ramnani on July 30th 2015. The transaction is on prevailing market conditions hence on arm s length basis. Approval of the Members by way of Special Resolution needs to be sought for the above mentioned Related Party Transaction, as the Paid up capital of the Company is more than `10 Crores, in terms of Rule 15 of Companies (Meetings of Board and its Powers) Rules,2014. Section 188 (3) of the Companies Act, 2013 states that where any contract or arrangement is entered into by a director or any otheremployee, without obtaining the consent of the Board or approval by a special resolution in the general meeting under sub-section (1), in such case the approval of the Board or Members needs to be sought for the ratification, within three months from the date of entering the contract. In view of the above mentioned provisions, Member s approval by way of Special Resolution is sought for ratifying the transaction. The other related information as envisaged under Companies (Meetings of Board and its Powers) Rules, 2014 are furnished here under: 1 Name of the related party Mr.Vinod Ramnani Chairman and Managing Director 2 Name of the director or key managerial personnel who is related, if any and nature of relationship 3 Nature, material terms, monetary value and particulars of the contract or arrangement; 4 Any other information relevant or important for the members to take a decision on the proposed resolution. None Nature of the Contract Sale Deed executed between the Company (vendor) and Mr. Vinod Ramnani (Purchaser) on 30th July 2015 for the sale of immovable property being flat and bearing No.1-B in Block I, situated on 1st Floor of the Apartment Building known as ALPS ESTATE of Kaikondanahalli Village, Varthur Hobli, Bangalore for sale consideration of `75,75,000 /- (Rupees Seventy Five Lakh and Seventy Five Thousand Only). Facts mentioned in above paragraphs of explanatory statement. As per second proviso to section 188 (1) of the Companies Act 2013, if any member is a related party in any contract or arrangement, then that party shall not vote in the special resolution, wherein such contract or arrangement is considered for approval. Therefore, Mr. Vinod Ramnani, promoter will not vote on the above resolution. Except Mr. Vinod Ramnani, and his relatives, none of the Directors, key managerial personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the proposed Resolutions as set out in item number 7 of this Notice. The Board recommends the Special Resolution as set out at item number 7 of the Notice for approval by the shareholders. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing agreement with the Stock Exchange. By order of the Board For OPTO CIRCUITS (INDIA) LIMITED Place : Bangalore Date : December 03, 2015 Supriya Kulkarni Company Secretary 6

OPTO CIRCUITS (INDIA) LIMITED CIN:L85110KA1992PLC013223 Registered Office: Plot No.83, Electronic City, Hosur Road, Bangalore 560 100 Website: www.optoindia.com, Email Id: ir@optoindia.com, Email: investorsservices@optoindia.com, Tel: 080 28521040-41-42, Fax: 080 28521094. ATTENDANCE SLIP Venue of the meeting: Plot No.83, Electronic City, Hosur Road, Bangalore 560 100 Date & Time: 31st December 2015 at 10.30 AM PLEASE FILL A ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE Name Address DP Id* Client ID* Folio No *Applicable for investors holding shares in Electronic Form. I certify that I am the registered shareholders/proxy for the registered shareholder of the Company. I hereby record my presence at the 23rd Annual General Meeting of the Company held on 31st December 2015 at 10.30 AM at Registered Office situated at Plot No.83, Electronic City, Hosur Road, Bangalore 560 100 " Signature of Member / Proxy Note: 1. Electronic copy of the Annual Report for 2015 and Notice of the Annual General Meeting along with Attendance Slip and Proxy Form is being sent to all the members whose email address is registered with the Company/Depository Participant unless any member has requested for a hard copy of the same. Shareholders receiving electronic copy and attending the Annual General Meeting can print copy of this Attendance Slip. 2. Physical copy of the Annual Report for 2015 and Notice of the Annual General Meeting along with Attendance Slip and Proxy Form is sent in the permitted mode(s) to all members whose email id is not registered. 7

OPTO CIRCUITS (INDIA) LIMITED (CIN-L85110KA1992PLC013223) Regd. Office: Plot no, 83, Electronic city, Bangalore- 560 100 Website: www.optoindia.com, Email: investorsservices@optoindia.com Phone Nos. 080-28521040/41/42, Fax: 080 28521094. Form No.MGT-11 FORM OF PROXY Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014. Venue of the meeting: Plot No.83, Electronic City, Hosur Road, Bangalore 560 100 Date & Time: 31st December 2015 at 10.30 AM PLEASE FILL A ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE Name Address DP Id* Client ID* Folio No *Applicable for investors holding shares in Electronic Form. I / We of being a member / members of Equity Share of Opto Circuits (India) Limited hereby appoint the following: 1. Name: Mr/Mrs Registered address Email Id Signature or Failing him/her; 2. Name: Mr/Mrs Registered address Email Id Signature or Failing him/her; 3. Name: Mr/Mrs Registered address Email Id Signature or Failing him/her; 1

As my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 23rd Annual General Meeting of the Company to be held on 31st December 2015 at 10.30 AM at Plot No.83, Electronic City, Hosur Road, Bangalore 560 100, any adjournment their off in respect of such Resolutions as are indicated below: Sl No Resolutions For Against 1 Adoption of Balance Sheet as at March 31, 2015 and Statement of Profit and Loss for the year ended together with the Report of the Directors 2 Re-appointment of Mr. Jayesh C Patel, retiring by rotation 3 Ratifying the Appointment of M/s. Anand Amarnath and Associates, Chartered Accountants as Statutory Auditors of the Company. 4 Re-appointment of Mr. Vinod Ramnani as Managing Director for a period 5 years effective from 1st June 2015. 5 Appointment of Dr. Suleman Adam Merchant as an Independent Director 6 Appointment of Ms. Suchitra Misra as Non-executive Director 7 Ratifying the Related Party Transaction. This is optional. Please put a tick mark þ in the appropriate column against the resolutions indicated in the box. If a member leaves the For or Against column blank against any or all the Resolutions, the proxy will entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstain from voting on a particular resolution, he/she should write Abstain across the boxes against the Resolution. Signature(s) Member(s) 1. 2. 3. Signed this Day of 2015. Affix One Rupee Revenue Stamp Notes: 1. The Proxy to be effective should be deposited at the Registered Office of the Company not less than 48 (FORTY EIGHT HOURS) before the commencement of the Meeting. 2. A Proxy need not be a member of the Company. 3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members. 4. The form of Proxy confers authority to demand or join in demanding a poll. 5. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting. 6. In case a member wishes his/her vote s to be used differently, he/she should indicate the number of shares under the columns For or Against as appropriate. 2