NOTICE. 3. To consider, review, and if thought fit, pass, with or without modification(s), following resolution as an Ordinary Resolution:

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1 NOTICE NOTICE IS HEREBY GIVEN THAT the Sixty-Second Annual General Meeting of ACE Derivatives & Commodity Exchange Limited ( Company ) will be held on Thursday, September 27, 2018 at 5:00 P.M. at Gujarat Chambers of Commerce and Industry, Ashram Road, Ahmedabad to transact the following business: ORDINARY BUSINESS: 1. To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended March 31, 2018 along with the Reports of the Directors and the Auditors thereon; 2. To appoint a Director in place of Mr. Narayan S. A. (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment; 3. To consider, review, and if thought fit, pass, with or without modification(s), following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 139, Section 141 and Section 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), consent of the Members be and is hereby accorded to ratify the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (bearing Firm Registration No E), as the Statutory Auditors of the Company for the financial year at such remuneration as may be approved by the Board of Directors of the Company. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be required in this connection, including but not limited to the alteration of the aforesaid resolution, if required, and to resolve all the questions, difficulties or doubts that may arise in this regard at any stage in the aforesaid matter and to make necessary application(s) and to sign, execute and file all such form(s), paper(s) and document(s) as may be considered necessary or expedient in this matter and to take all such steps/ actions as the Directors deem fit to give effect to the aforesaid resolution. RESOLVED FURTHER THAT a copy of this resolution be and hereby submitted to the concerned persons or authorities certified by any Director of the Company. SPECIAL BUSINESS: 4. To consider and approve the appointment of Ms. Neesha Samant as a Shareholder Director of the Company: To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Securities Contracts (Regulation) (Stock Exchanges And Clearing Corporations) Regulations, 2012, Section 152 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and all other applicable statutory provisions, if any, (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and subject to approval of the Securities and Exchange Board of India ( SEBI ), consent of the Members be and is hereby accorded to the appoint Ms. Neesha Samant (DIN: ) as a Shareholder Director of ACE Derivatives and Commodity Exchange Limited.

2 RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be required in this connection, including but not limited to the alteration of the aforesaid resolution, if required, and to resolve all the questions, difficulties or doubts that may arise in this regard at any stage in the aforesaid matter and to make necessary application(s) and to sign, execute and file all such form(s), paper(s) and document(s) as may be considered necessary or expedient in this matter and to take all such steps/ actions as the Directors deem fit to give effect to the aforesaid resolution. RESOLVED FURTHER THAT a copy of this resolution be and hereby submitted to the concerned persons or any authorities certified by any Director of the Company. 5. To re-appoint and approve the remuneration payable to Mr. Sandesh More as a Manager of the Company: To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 2(51), Section 179(3), Section 196, Section 197 and Section 203 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all other applicable provisions, if any, (including any statutory modification(s) or reenactment(s) thereof for the time being in force), Articles of Association of the Company, consent of the Board be and is hereby accorded to re-appoint Mr. Sandesh More as a Manager of the Company for a period of 3 (Three) years with effect from June 28, 2018, on such remuneration and on such terms and conditions, as recommended by the Nomination, Remuneration & Compensation Committee and the Board of Directors of the Company and as set out in Explanatory Statement attached to this Notice, with an authority to Board of Directors to alter and vary the terms and conditions of his re-appointment and remuneration subject to the same not exceeding the limits specified in Schedule V of the said act or any amendments thereto and as may be agreed to between the Board of Directors and Mr. Sandesh More and to perform all such functions, duties and responsibilities as a Manager of the Company or as may be required by the Board. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to file all the necessary e-forms with the Ministry of Corporate Affairs ( MCA ) and make such other intimations to the Statutory Authorities, if required under any Statute and do all such acts, deeds, matters and things as may be required in this connection, including but not limited to the alteration of the aforesaid resolution, if required, and to resolve all the questions, difficulties or doubts that may arise in this regard at any stage in the aforesaid matter and to make necessary application(s) and to sign, execute and file all such form(s), paper(s) and document(s) as may be considered necessary or expedient in this matter and to take all such steps/ actions as the Directors deem fit to give effect to the aforesaid resolution.

3 RESOLVED FURTHER THAT a copy of this resolution be and hereby submitted to the concerned persons or authorities certified by any Director of the Company. Registered Office: 1 st Floor, Popular House, Ashram Road, Navrangpura, Ahmedabad (CIN): U67100GJ1956PLC Website: By Order of the Board of Directors ACE Derivatives & Commodity Exchange Limited Sd/- Narayan S. A. Date: June 28, 2018 Director Place: Mumbai DIN:

4 NOTES: 1. The Explanatory Statement as required under Section 102(1) of the Companies Act, 2013 in respect of Special Business is annexed hereto and forms part of the Notice. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL, INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. A PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO SPEAK AT THE MEETING. 3. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. 4. A person appointed as a proxy shall act on behalf of such number of member(s) not exceeding fifty (50) and/or holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. Further, a member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such proxy shall not act as a proxy for any other person or shareholder. 5. Members/Proxies should fill in the Attendance Slip for attending the Meeting and bring their Attendance Slips to the Meeting. 6. Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting. 7. The Register of Director's and Key Managerial Personnel and their Shareholding, Register of contracts with related party and contracts and Bodies in which directors are interested and Register of Proxies would be available for inspection by the Members at the meeting. 8. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company on all working days of the Company except on public holidays between a.m. to 1.00 p.m. up to the date of the Annual General Meeting. 9. Members are requested to: a. produce the duly filled-in attendance slip, circulated along with the Notice and which shall also be made available at the entrance of the Meeting hall; b. send their queries, if any, on the operations of the Company, so as to reach the Corporate Office of the Company at least 10 days before the Annual General Meeting, so that the information could be compiled in advance; and c. immediately intimate change of address, if any, to the Registrar and Transfer Agent of the Company, quoting their registered folio number.

5 EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 4 Details of Directors seeking appointment at 62 nd Annual General Meeting to be held on Thursday, September 27, 2018 Name of Director Ms. Neesha Samant Date of Birth November 11, 1969 Age Qualifications Experience Terms and conditions of appointment along with details of remuneration sought to be paid and the remuneration last drawn by, if applicable 48 years B.Com, Chartered Accountant (C.A.) Nearly around more than 2 decades of experience NA Date of first appointment on the Board March 29, 2018 Other Directorships Membership/ Chairmanship of Committees of other Boards Shareholding in the Company Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Number of Meetings of the Board attended during the year Nil Not Applicable Nil Not Applicable Not Applicable The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval by the members. None of the Directors or Key Managerial Personnel or their relatives, except Ms. Neesha Samant to the extent of her appointment are in any way directly or indirectly concerned or interested in passing of the resolution as set forth in Item No. 4 of the Notice. ITEM NO. 5 The Board of Directors of the Company at their Board Meeting held on June 28, 2018 had re-appointed Mr. Sandesh More as a Manager under the Companies Act, 2013 ( the Act ) with effect from June 28, The following are the broad terms and conditions of remuneration payable to Mr. Sandesh More as a Manager of the Company:

6 I. Tenure: The appointment shall be for a period of 3 (Three) years commencing from June 28, II. Duties and Responsibilities: Subject to the direction of the Board of Directors of the Company, the Manager shall have the power to perform all such functions, duties and responsibilities as a Manager or as may be required by the Board and generally under the provisions of the Act and Articles of Association of the Company. III. Salary: Salary not exceeding Rupees Ten lakhs per annum. IV. INFORMATION REQUIRED PURSUANT TO THE PROVISIONS OF SCHEDULE V TO THE COMPANIES ACT, 2013 IS FURNISHED AS UNDER: I. GENERAL INFORMATION: Nature of Industry - Commodity Exchange Date or expected date of commencement of commercial production/business In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus Financial performance based on given indicators - October 27, Not Applicable The relevant financial figures (Audited) as at year ended March 31, 2018 are as under:- Particulars Amount (in Rs) Gross Income 10,748,399 Profit Before Tax 7,434,531 Profit After Tax 7,434,531 Basic Earnings per Share Diluted Earnings per Share Foreign Investments or collaborators, if any - NIL II. INFORMATION ABOUT THE APPOINTEE: Background Details, Job Profile and his Suitability - Mr. Sandesh More is a B.Com Graduate with an overall experience of nearly around two decades in the field of Accounting and Finance. Past Remuneration - Rs. 5,40,026/- per annum

7 Recognition or Awards - NIL Job profile & suitability - Accounts and Finance Remuneration Proposed - The proposed remuneration to Mr. Sandesh More comprises of basic salary and other applicable allowances. Comparative remuneration Profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin.) - NIL Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any. - Not Applicable III. OTHER INFORMATION: Reasons of loss or inadequate profits - On account of limited capital availability and Low trading volume Steps taken or proposed to be taken for improvement The Board decided not to launch any fresh contracts and To expire all the contracts currently running on the Exchange platform by the close of trading hours on May 31, 2015 or till such time the Open Interest in them become Zero whichever is later. Accordingly no trading is been conducted on Exchange platform effective from June 01, The Company on the basis of the approval of Board followed by the procurement of the Shareholders approval on voluntary surrendering of its trading license to SEBI in its previous Annual General Meeting ( AGM ) held on July 27, 2017, have taken and initiated the necessary steps with respect to the same and is currently in process of completing the necessary formalities as prescribed and in order to comply with the provisions of SEBI or any such other relevant statutory authority. - -

8 Expected increase in productivity and profit in measurable terms. IV. Details of the Manager seeking approval for the Managerial Remuneration Name of Manager Mr. Sandesh More Date of Birth October 17, 1970 Age Qualifications Experience 47 years B.Com Graduate Experience of nearly around two decades in the field of Accounting and Finance. Terms and conditions of appointment along NA with details of remuneration sought to be paid and the remuneration last drawn by, if applicable Date of first appointment June 28, 2016 Membership/ Chairmanship of Committees of other Boards Shareholding in the Company Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Number of Meetings of the Board attended during the year Not Applicable Nil Not Applicable Nil The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval by the members. None of the Directors or Key Managerial Personnel or their relatives, except Mr. Sandesh More to the extent of his re-appointment are in any way directly or indirectly concerned or interested in passing of the resolution as set forth in Item No. 5 of the Notice. Registered Office: 1 st Floor, Popular House, Ashram Road, Navrangpura, Ahmedabad (CIN): U67100GJ1956PLC Website: By Order of the Board of Directors ACE Derivatives & Commodity Exchange Limited Sd/- Narayan S. A. Date: June 28, 2018 Director Place: Mumbai DIN:

9 ACE DERIVATIVES & COMMODITY EXCHANGE LIMITED Registered Address: 1 st Floor, Popular House, Ashram Road, Navrangpura, Ahmedabad , Gujarat Telephone: , Fax: , Website: Corporate Identity Number (CIN): U67100GJ1956PLC secretarial@aceindia.com ATTENDANCE SLIP SIXTY- SECOND ANNUAL GENERAL MEETING ON THURSDAY, SEPTEMBER 27, 2018 Reg. Folio No: DP ID* Client Id* I certify that I am a registered shareholder / proxy for the registered shareholder/ Authorised Representative for the registered shareholder of the Company. I hereby record my presence at the SIXTY- SECOND ANNUAL GENERAL MEETING of the Company at, Gujarat Chambers of Commerce and Industry, Ashram Road, Ahmedabad at 5:00 p.m. on Thursday, September 27, Name of Member:... Name of Authorised Representative:... Name of Proxy Holder:... Signature of the Member/Authorised Representative/Proxy:... Note: Please fill the attendance slip and hand it over at the entrance of the meeting hall. *Applicable for shareholders holding share in dematerialized form.

10 ACE DERIVATIVES & COMMODITY EXCHANGE LIMITED Registered Address: 1 st Floor, Popular House, Ashram Road, Navrangpura, Ahmedabad , Gujarat Telephone: , Fax: , Website: Corporate Identity Number (CIN): U67100GJ1956PLC secretarial@aceindia.com Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the member (s): Registered address: Id: Folio No/ Client Id: DP ID: I/We, being the member (s) of ACE Derivatives & Commodity Exchange Limited held shares of the above named company, hereby appoint 1. Name : Address : Id : Signature : or failing him 2. Name : Address : Id : Signature : or failing him 3. Name : Address : Id : Signature : As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 62 nd Annual General Meeting of the Company, to be held on Thursday, September 27, 2018 at 5:00 p.m. at Gujarat Chambers of Commerce and Industry, Ashram Road, Ahmedabad and at any adjournment thereof in respect of such resolutions as are indicated below:

11 Sr. No. Resolutions 1 To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended on March 31, 2018 along with the Reports of the Directors and Auditors thereon. 2 To appoint a Director in place of Mr. Narayan S. A. (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment 3 To ratify the appointment of the Statutory Auditors of the Company. 4 To consider and approve the appointment of Ms. Neesha Samant as a Shareholder Director of the Company 5 To re-appoint and approve the remuneration payable to Mr. Sandesh More as a Manager of the Company Signed this day of 2018 Signature of shareholder Affix Revenue stamp Signature of Proxy holder(s) Notes: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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