Aplab Ltd

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. The instrument appointing a proxy must be lodged at the registered office of the company at least 48 hours prior to the time fixed for the meeting.

3. The Register of Members and the Share Transfer Register of the company will remain closed from Wednesday, the 7^th August, 2013 to Wednesday, the 14th August, 2013 (both days inclusive).

4. Members are requested to contact the Registrar and Share Transfer Agents for all matters connected with the Company's shares at: M/s Adroit Corporate Services Pvt. Ltd.,17-20, Jaferbhoy Industrial Estate,1^sl Floor, Makwana Road, Marol Naka, Andheri (East), Mumbai -400 059. Tel : 28594060 / 28594442 / 28594428 Fax : 28503748

5. Members are requested to notify immediately on any change, if any, in their address/mandate/bank details to their Depository Participants (DPs) in respect of their electronic share accounts and to the Company's Registrar & Share Transfer Agents in respect of their physical share folios.

6. The Company has already transferred, all unclaimed dividend declared upto the financial year ended 31st March, 1994 to the General Revenue Account of the Central Government as required by the Companies Unpaid Dividend (Transfer to the General Revenue Account of the Central Government) Rules, 1978. Those shareholders who have so far not claimed their dividend upto the year ended 31 st March, 1994 may submit their claim to the Registrar of Companies, Maharashtra, CGO Complex, 2nd Floor, CBD, Belapur in the prescribed form.

7. Pursuant to the provision of Section 205A of the Companies Act, 1956, as amended, dividend for the financial year ended 31st March, 1995 and thereafter, which remain unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and measures by which manpower requirements will be rationalized and administrative expenses will be pruned. The focused credit control norms for the customers and improved agreed terms with the Bankers would result in reduction of the finance cost. Targeted better product mix through strategic marketing policies would improve the bottom line.

3) Expected increase in productivity and profits in measurable terms

With all-round cost rationalization, the Company is expected to improve its performance in the current year. The expected rapid growth in new Product Lines and operations of the company in coming years will certainly generate adequate profits.

This may be treated as abstract of the terms of the agreements pursuant to Section 302 of the Act.

A copy of the draft agreement referred to in the resolution is open for inspection by members at the registered office of the company during office hours between 11.00 a.m. and 1.00 p.m.on all days except Saturdays, Sundays and public holidays upto the date of Annual General Meeting.

The Directors commend the Resolution at Item No. 5 for your approval.

Except Mr. Nishith P. Deodhar, Mr. P.S. Deodhar and Mrs. A. P. Deodhar, none of the other Directors of the company is in any way concerned or interested in the resolution.

Mr. P.S. Deodhar-Chairman

Mr. P.S. Deodhar is BE (Telecommunication), Distinguished Fellow I.E.T.E, India, Fellow I.E.E.E (USA), Fellow Indian Academy of Engineers and Hon. Fellow Broadcast Engineering Society. He is a founder member of the Company, and past Chairman of Electronics Commission & Advisor to Prime Minister on Electronics. He is presently the Chairman of the Company

Mr. P.S. Deodhar is recipient of International Award for "Engineering Manager of the year 1990" from Engineering Management Society, IEEE, USA. He was Advisor to Prime Minster of India from the year 1985 to 1990, during this period output of IT & Electronics sectors in Indian Economy grew from 12 billion (83-84) to 94 billion (89-90). He initiated delicensing of the Electronics & IT Industry in India. He was contributory towards turning around from loss making to profitable public sector companies like ET & T Limited and Meltron Limited.

He is also Director in Origin Instrumentation Pvt. Ltd., Deodhar Electro Design Pvt. Ltd., Devize (India) Pvt. Ltd., Printquick Pvt. Ltd., Contech Soft-tech Solutions Pvt. Ltd., Telemetra Systems Pvt. Ltd., Steckbeck Jewellery Pvt.Ltd.

Mr. A.G. Joshi -Independent Director

Mr. A.G. Joshi is a Post Graduate in Science faculty and did his Management studies from Pune University. He is having working experience in the Banking field with Bank of Maharashtra for 30 years, 3 years in Indian Bank as Executive Director and 3 years in Dena Bank as Chairman and Managing Director.

He is also Director in Unity Infra Projects Limited, Tarmat Ltd., Videocon Industries Ltd., GDA Trusteeship Ltd., Pune, Phadnis Resorts & Spa India Ltd., Phadnis Properties Ltd., Phadnis Infrastructure Ltd., Phadnis Infrastructure India Ltd., Phadnis Power Projects Pvt Ltd., Phadnis Telecom, Sahil Hospitality Ltd., Saraswat Co-op. Bank Ltd.