NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED

NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED Registered Office: First Floor, Ackruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai 400 078 Tel. (+91-22) 6640 6789, Fax (+91-22) 6640 6899 Website: www.ncdex.com Email: askus@ncdex.com NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Fourteenth Annual General Meeting of members of National Commodity and Derivatives Exchange Limited (the Exchange/the Company) will be held at First Floor, Ackruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai 400 078 on Thursday, September 21, 2017 at 11:00 am to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statement (standalone and consolidated) of the Exchange for the financial year ended March 31, 2017 and Reports of the Board of Directors and the Auditors thereon. 2. To declare dividend on Equity Shares for the financial year ended March 31, 2017. 3. To appoint a director in place of Mr. Srinath Srinivasan (DIN: 00107184), who retires by rotation and, being eligible, offers himself for re-appointment, subject to approval of SEBI. 4. To consider and, if thought fit, to pass with or without modification(s); the following resolution as an Ordinary Resolution: RESOLVED THAT, M/s. K. S. Aiyar & Co., Chartered Accountants, firm registration no. 100186W, be and are hereby appointed as the Statutory Auditors of the Company for a period of 5 (Five) consecutive financial years from the conclusion of the Fourteenth Annual General Meeting of the Company until the conclusion of the Nineteenth Annual General Meeting of the Company (subject to ratification of the appointment at every Annual General Meeting) on such remuneration as may be determined by the Board of Directors (which term to include any Committee of the Board or any of the Directors or officials of the Company who may be so empowered by the Board, for the time being) in consultation with the Auditors. SPECIAL BUSINESS: 5. To appoint Mr. J. Ravichandran (DIN: 00073736) as a Director to fill up the vacancy of the retiring director Mr. Ravi Narain (DIN: 0062596) who retires at this Annual General Meeting and in this regard consider and, if thought fit, to pass with or without modification(s); the following resolution as an Ordinary Resolution: RESOLVED THAT subject to approval of Securities and Exchange Board of India (SEBI), Mr. J. Ravichandran (DIN: 00073736) in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from National Stock Exchange of India Limited, a shareholder of the Exchange, proposing his candidature for the office of Director, be appointed as a Director of the Exchange liable to retire by rotation, as per the applicable provisions of Companies Act, 2013, effective from the date SEBI approves his appointment as Director under the Shareholder Directors category, caused in the vacancy of Mr. Ravi Narain (DIN: 0062596), though eligible for re-appointment did not offer himself for re-appointment as Shareholder Director in the ensuing Annual General Meeting. By Order of the Board of Directors, For National Commodity & Derivatives Exchange Limited M.K. Ananda Kumar Chief-Corporate Services & Company Secretary Dated this 29th day of August, 2017 FCS No.: 6819 Registered Office: 1st Floor, Ackruti Corporate Park Near G. E. Garden, LBS Road Kanjurmarg West, Mumbai 400 078 Annual Report 2016-17 01

NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THAT THE PROXY NEED NOT BE A MEMBER OF THE EXCHANGE. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE EXCHANGE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF ANNUAL GENERAL MEETING. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall act as a proxy for any other person or shareholder 2. Explanatory statement with respect to item no. 3 and 5, though strictly not required as per section 102 of the companies act, 2013, is annexed to this notice. 3. Members/Proxies should bring the Attendance Slip sent herewith duly filled in for attending the meeting. 4. All documents referred to in the Notice are open for inspection during office hours by the Members at the Registered Office of the Exchange and also Corporate Office of the Exchange at Windsor, 503, 5th Floor, Off CST Road, Vidyanagari Marg, Kalina, Santacruz (East), Mumbai- 400098, on any working days (excluding Saturdays) from the date hereof up to the date of the Meeting. 5. The Register of Members and Key Managerial Personnel and their shareholding, maintained under section 170 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting. 6. Shareholders who desire to receive communications/documents as prescribed under Companies Act, 2013 in electronic mode, are requested to register/update the email address by providing the requisite details like Shareholder s name, number of shares held and folio number. In case the Exchange does not receive any communication from the shareholders giving their consent to receive e-copies from the Exchange, the Exchange shall be forwarding hard copies. Alternatively the shareholders may also register their email address by sending an email to secretarialteam@ncdex.com along with the Folio no. Members may kindly note that the Notice of the Meeting will also be available on the Exchange s website, www.ncdex. com and can be downloaded, if required by the member. 7. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting. 02 National Commodity & Derivatives Exchange Limited

ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT (Pursuant to Section 102 (1) of the Companies Act, 2013) Item No. 3 Mr. Srinath Srinivasan retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Srinath Srinivasan aged 51 years is the Chief Executive Officer of Oman India Joint Investment Fund (OIJIF). OIJIF has two large investors namely, State Bank of India and State General Reserve Fund (SGRF) of Oman. SGRF is the sovereign wealth fund of the Sultanate of Oman. Srinath has lead OIJIF since its inception in 2011 and has built the current team of the Fund. At OIJIF, he has evaluated over 400 potential investment opportunities and has invested in 7 companies across sectors. These include ING Vysya Bank (now Kotak Mahindra Bank), SSIPL Retail Limited, GSP Crop Science, Solar Industries, Beaver Industries (HBL Batteries) and Indus Teqsite. Mr. Srinath has 24 years of experience including 15 years in Private Equity. As a private equity professional, he has invested in 30 companies till date and has served on many Boards across Asia. During his career, he has lived and worked across Asia. Mr. Srinath is an Electronics and Communication Engineer from National Institute of Technology (NIT), Suratkhal, Karnataka. He was a State Scholar at NIT Suratkal. Srinath has done his MBA from Asian Institute of Management, Philippines. He has been conferred certifications such as Leadership Skills for Top Management from Indian School of Business and has also obtained Independent Director s certification. Mr. Srinath Srinivasan is a director in the following Companies: 1. NCDEX e Markets Limited 2. Indus Teqsite Pvt. Ltd. 3. Beaver Engineering & Holdings Ltd. 4. SSIPL Retail Limited He is also a member of the following Committees of the Exchange: 1. Corporate Social Responsibility Committee- Chairman 2. Business Strategy Committee 3. Selection Committee for Succession Planning for Senior Management He is not related to any director of the Exchange. He does not hold any shares in the Exchange. Considering Mr. Srinivasan s knowledge and experience, it will be in the interest of the Exchange to re-appoint him as a Director of the Exchange at the ensuing Annual General Meeting, subject to approval of SEBI and completion of procedural formalities relating to his appointment. Except Mr. Srinath Srinivasan, none of the Directors, Key Managerial Personnel of the Exchange and their relatives are in any way concerned or interested in the passing of the resolution at item No.3 relating to his appointment. Item No. 5 Mr. Ravi Narain will be retiring by rotation at this Annual General Meeting. While Mr. Ravi Narain is eligible for re-appointment, he has expressed his inability for re-appointment as Shareholder Director in this Annual General Meeting. The Company has received a nomination from National Stock Exchange of India Ltd., shareholder of the Exchange, to appoint Mr. J. Ravichandran (DIN:00073736) as a Director of the Exchange. Annual Report 2016-17 03

The Company has received requisite notice from National Stock Exchange of India Ltd., under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. J. Ravichandran (DIN: 00073736) to be appointed as retiring director in the forthcoming Annual General Meeting. Mr. J Ravichandran is not related to any director of the Exchange. He does not hold any shares in the Exchange. He is an Additional Director in NSE Strategic Investment Corporation Limited. However he is not a member and chairman of any Board Committee of any Company. Mr. J Ravichandran, aged 56, is the Group President of NSE. He holds a degree in Commerce and a degree in law. He is a qualified Company Secretary and a fellow member of the Institute of Company Secretaries of India. He has headed Finance, accounts, treasury, taxation, regulatory, legal, secretarial, strategic investments, shareholder relations, corporate social responsibility and Chief Executive Officer In-charge of NSE functions from time to time. Considering Mr. J Ravichandran s knowledge and experience, it will be in the interest of the Exchange to appoint him as a Director of the Exchange, subject to approval of SEBI and completion of procedural formalities relating to his appointment. The Board recommends the above resolution to the shareholders for their approval. None of the Directors, Key Managerial Persons of the Company and / or their relatives are concerned or interested, financially or otherwise, in the said resolution except Mr. Ravi Narain in the passing of the resolution at item No.5 relating to his retirement. By Order of the Board of Directors, For National Commodity & Derivatives Exchange Limited Dated this 29 th of August, 2017 M. K. Ananda Kumar Chief - Corporate Services & Company Secretary Registered Office: 1st Floor, Ackruti Corporate Park Near G. E. Garden, LBS Road Kanjurmarg West Mumbai 400 078 04 National Commodity & Derivatives Exchange Limited

FOURTEENTH GENERAL MEETING 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 company: National Commodity & Derivatives Exchange Limited Registered office: First Floor, Ackruti Corporate Park, Near G. E. Garden, L. B. S. Road, Kanjurmarg West, Mumbai 400 078. Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id: DP ID: I/We, being the member (s) of. shares of the above named company, hereby appoint 1. Name:..., Address:... E-mail Id:...,Signature:., or failing him 2. Name:..., Address:... E-mail Id:...,Signature:., or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Fourteenth Annual General Meeting of the Company, to be held on Thursday, September 21, 2017 at 11:00 am and at any adjournment thereof in respect of such resolution as are indicated below: Resolution No. 1. Adoption of Standalone and Consolidated Financial Statements for the year ended March 31, 2017 2. Declaration of Dividend 3. Re-appointment of Mr. Srinath Srinivasan as Director 4. Appointment of M/s K. S. Aiyar & Co., Chartered Accountants as Statutory Auditors of the Exchange. 5. Retirement of Mr. Ravi Narain, the Retiring Director and appointment of Mr. J Ravichandran as Shareholder Director Signed this.. day of. Affix Revenue Stamp Signature of shareholder: Signature of Proxy holder(s) : Note: 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. Annual Report 2016-17 05

ROUTE MAP OF THE VENUE OF FOURTEENTH ANNUAL GENERAL MEETING Annual Report 2016-17 07