AVPL

Our Investors

Our Company is a “Category A” Training Partner recognized by the National Skill Development Corporation (NSDC) and serves a wide range of government departments & agencies. We primarily operate in the northern part of India with our registered address being 84-85, Chakkarpur, Gurugram Haryana, 122002, India. Our subsidiary SPH Aviation Private Limited, offers DGCA approved Drone Pilot training programmes at their RPTOs. Upon successful completion of these training programmes candidates from our RPTOs are provided DGCA certification as qualified drone pilots. Our subsidiary Farmers City International Private Limited is fostering community engagement through the establishment of Farmer’s City Marts (FCMs), which will serve as comprehensive one-stop shops to provide a centralized hub for items such as fertilizers, seeds, and other essential farming necessities, streamlining the agricultural ecosystem for all involved.
AITMC VENTURES LIMITED

General Meeting

Policies and Codes Of Conduct

Initial Public Offer

Annual Report

Article of Association

Financial Information

SHORTER NOTICE OF ANNUAL GENERAL MEETING

SHORTER NOTICE is hereby given that the 7TH (Seventh) Annual General Meeting for the Financial Year 2022-2023 of the members of AITMC Ventures Limited will be held on Wednesday, 30th August 2023 at 02:00 P.M at the registered office of the Company situated at 84-85 Chakkarpur, Gurugram, Gurgaon, Haryana-122002 to consider and transact the following business:

ORDINARY BUSINESS

ITEM NO. 1- TO CONSIDER AND ADOPT THE STANDALONE & CONSOLIDATED AUDITED FINANCIAL STATEMENTS AS AT 31ST MARCH 2023, AND REPORT OF THE BOARD OF DIRECTORS’ AND AUDITORS’ THEREON To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT the Standalone & Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 including Balance Sheet as at March 31, 2023, Statement of Profit and Loss Account as at March 31, 2023 and Cash Flow Statement for the year ended as on that date together with Notes forming part of Accounts as audited and reported by the Auditors of the Company and the Directors’ Report, as circulated to the Members and laid before meeting, be and are hereby received, considered, approved and adopted.” ITEM NO. 2- RE- APPOINTMENT OF M/S. NKSC & CO., CHARTERED ACCOUNTANTS (FIRM REGISTRATION NO. 020076N) AS STATUTORY AUDITOR To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, as amended from time to time, the consent of the Members of the Company be and are hereby accorded to re-appoint M/S. NKSC & Co., Chartered Accountants (Firm Registration No. 020076N), as Statutory Auditors of the Company to hold office for a period of five years for auditing the accounts of the company, who shall hold the office from the conclusion of this Annual General Meeting till the conclusion of its 12th Annual General Meeting of the Company. RESOLVED FURTHER THAT any of the Director of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary and incidental to give effect to above stated resolution.” ITEM NO. 3- TO RE-APPOINT MR. TARUN PANGHAL (DIN: 08790185), WHO RETIRES BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT, OFFERS HIMSELF TO BE RE-APPOINTED To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Tarun Panghal (DIN: 08790185), who retires by rotation, and being eligible, offers himself for re-appointment be and is hereby reappointed as Director of the company, liable to retire by rotation.” Regd. Office: – 84-85 CHAKKARPUR, GURUGRAM, GURGAON, HARYANA-122002 E mail id: info@aitmcventures.in, Telephone number: -18001235414 Website: https://avplinternational.com

SPECIAL BUSINESS

ITEM NO. 4- TO APPROVE THE APPOINTMENT OF MR. DEEP AS MANAGING DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with other applicable provisions, if any of the Companies Act, 2013 (“the Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, consent of the Members of the Company be and is hereby accorded to approve the appointment of Mr. Deep (DIN: 03223134) as the Managing Director of the Company, for a period of 5 (five) years with effect from 01st August, 2023 to 31st July, 2028 upon the terms & conditions of appointment including the payment of remuneration, perquisites & other benefits and including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment, as set out in the Explanatory Statement, with liberty to the Board of Directors (including its Committee thereof) to alter and vary the terms & conditions of the said Appointment in such manner as may be agreed to between the Board of Directors and Mr. Deep.” “RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and is hereby authorized to revise the remuneration of Mr. Deep from time to time to the extent the Board of Directors may deem appropriate, provided that such revision is within the overall limits of the managerial remuneration as prescribed under the Companies Act, 2013 read with Schedule V thereto, and/or any guidelines prescribed by the Government from time to time.” “RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.” ITEM NO. 5- TO APPROVE THE APPOINTMENT OF MR. SANJAY KAKRA (DIN: 03020884) AS AN INDEPENDENT DIRECTOR To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. Sanjay Kakra (DIN: 03020884) who was appointed as an Additional Director (Non- Executive Independent Director) by the Board of Directors vide resolution passed at Board meeting held on 21st August, 2023 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 be and is hereby appointed as Director (Non- Executive Independent Director) of the Company with effect from 21st August, 2023 to 20th August, 2028 for a period of Five years and who shall not liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign and file required eforms with Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs and to do all acts, deeds, matters and things may be deemed necessary, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.” ITEM NO. 6- TO APPROVE THE APPOINTMENT OF MR. PERMENDER KUMAR MALIK (DIN: 10287472) AS AN INDEPENDENT DIRECTOR To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. Permender Kumar Malik (DIN: 10287472) who was appointed as an Additional Director (Non- Executive Independent Director) by the Board of Directors Vide resolution passed at Board meeting held on 25th August, 2023 and holds office upto the date of ensuing Annual General Meeting under Section 161 of the Companies Act, 2013 be and is hereby appointed as Director (NonExecutive Independent Director) of the Company with effect from 25th August, 2023 to 24th August, 2028 for a period of Five years and who shall not liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign and file required eforms with Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs and to do all acts, deeds, matters and things may be deemed necessary, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.” ITEM NO. 7- REGULARIZATION OF ADDITIONAL DIRECTOR, MS. PREET SANDHUU (DIN: 06923078) AS DIRECTOR OF THE COMPANY To consider and if thought fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions, if any, of the Companies Act, 2013, Ms. Preet Sandhuu (DIN: 06923078), who was appointed as an Additional Director of the Company w.e.f. 21.01.2023 and who shall holds office upto the date of this Annual General Meeting in terms of Section of the Company, be and is hereby appointed as a Director of the Company.” RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign and file required eforms with Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs and to do all acts, deeds, matters and things may be deemed necessary, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.” ITEM NO. 8- TO CHANGE IN DESIGNATION OF MR. TARUN PANGHAL FROM EXECUTIVE DIRECTOR TO NONEXECUTIVE DIRECTOR To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution: “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the Rules made thereunder including any other statutory modification(s) or enactment thereof, the consent of members be and is hereby accorded to change in designation of Mr. Tarun Panghal from executive director to non-executive director of the Company with immediate effect. RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to sign and file required eforms with Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs and to do all acts, deeds, Regd. Office: – 84-85 CHAKKARPUR, GURUGRAM, GURGAON, HARYANA-122002 E mail id: info@aitmcventures.in, Telephone number: -18001235414 Website: https://avplinternational.com matters and things may be deemed necessary, proper or expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.” By Order of the Board of Directors AITMC Ventures Limited

Name	Deep
Designation:	Managing Director
DIN	03223134
Address	Flat Number 1202, Tower-07, Takshila Heights, Sector 37C, Gurgaon, Haryana-122001
Place	Gurgaon
Date	26.08.2023

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF SELF AND PROXY NEED NOT BE MEMBER OF THE COMPANY. AN INSTRUMENT APPOINTING PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE MEETING.
2. Instrument of Proxies in order to be effective must be received by the Company not less than 48 hours before the commencement of Annual General Meeting. The Proxy Form is enclosed herewith.
3. The Register of Directors and their shareholding, maintained u/s 170 of the Companies Act, 2013 and all other documents referred to in the notice, will be available for inspection by the members of the Company at Registered office of the Company during business hours 10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General Meeting and will also be available during the Annual General Meeting.
4. The Register of contracts or arrangements in which directors are interested, as maintained under section 189 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting of the Company.
5. Members/Proxies are requested to bring their copies of the Notice to the Meeting. Members/proxies attending the Meeting should bring the Attendance Slip, duly filled, for handing over at the venue of the meeting.
6. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspectthe proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.
7. As an eco-friendly measure intending to benefit the society at large, we request you to be part of the einitiative and register your e-mail address to receive all communication and documents including Annual Reports from time to time in electronic form to the e-mail ID provided by you.
8. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the ‘Act’), in respect of the Special Business to be transacted at the 7th Annual General Meeting (‘AGM’ or the ‘Meeting’) is forming part of this notice.
9. Members are requested to intimate any change in their address to the Company immediately.
10. Members/Proxies should bring the duly filled Attendance Slip at the Annual General Meeting. Attendance Slip is enclosed herewith.
11. The consent of members has been taken to hold the Annual General Meeting at shorter Notice.
12. Route Map showing directions to reach to the venue of the AGM is annexed at the end of this Notice.

If undelivered, please return to:

AITMC Ventures Limited Regd. Off. : 84-85 Chakkarpur Gurugram, Haryana-122002 (This space has been left intentionally) EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THF. COMPANIES ACT, 2013: ITEM NO. 4- TO APPROVE THE APPOINTMENT OF MR. DEEP AS MANAGING DIRECTOR OF THE COMPANY The Board of Directors of your Company in its meeting held on 01.08.2023 has approved the appointment and terms of remuneration of Mr. Deep as the Managing Director of the Company for a period of 5 years. Mr. Deep, aged 35 years, is a passionate entrepreneur and he has over 10 years of rich working experience in Agribusiness Industry. He is promoter and founder of the Company since its incorporation and then he has been contributing to the growth and development of the Company. The Board of Directors strongly believes that the induction of Mr. Deep as the Managing Director of the Company will greatly help the company to expand its growth in the coming period. In accordance with Section 196(4) of the Companies Act, 2013, the approval by a resolution at the general meeting of the members of the company is required for the appointment and terms of remuneration of Mr. Deep as the Managing Director of the Company. The principal terms and conditions of appointment of Mr. Deep as the Managing Director (hereinafter referred to as the MD’) is as follows:

1. Period of Appointment

Five years commencing from 1st August, 2023, the date of appointment.

1. Remuneration
2. Basic Salary:

(Rupees Three Lacs only) per Month. The increment as and when approved by the Board shall be merit based and will take into account the performance as MD as well as that of the Company.

1. Incentive/Commission:

Equivalent to 1% of the net profits of the Company, subject to a ceiling ofan amount equal to annual salary. 3. Perquisites: In addition to the basic salary and commission as may be payable as mentioned above, Mr. Deep shall be entitled to the following perquisites. a) Accommodation: A housing accommodation maintained by the Company or House rent allowance in lieu thereof subject to a maximum amount of 50% of the basic salary.

1. Medical Expen ses:

Reimbursement of medical expenses incurred for self and family as per the rules of the company subject to a maximum amount of 50% of the basic salary. For the above purpose, “Familf’ includes spouse, dependent children and parents; and Medical Expenses include insurance premiums for medical and hospitalization policy, if any.

1. Leave Travel Concession:

Leave Travel concession for self and family, once a year, incurred in accordance with the rules of the company, subject to maximum amount of 15% ofthe basic salary.

1. Personal Accident Insurance:

Personal Accident Insurance cover of an amount, subject to a maximum amount 10% of the basic salary.

1. Provident Fund and Superannuation Fund:

Companys contribution to the provident fund and Superannuation Fund as per rules of the company. f) Leave and Encashment of Leave: Companys payment to Leave and Encashment of Leave as per rules of the company.

1. Gratuity : 

Companys contribution to Gratuity or Gratuity fund as per rules of the company.

1. Use of Car and Telephone:

Use of Chauffeur driven company car for official purpose, telephone at residence and cellular phone as per the rules of the company.

1. Reimbursement of Expenses:

Reimbursement of entertainment, club fees, travelling and all other expenses incurred during the official business of the Company in accordance with the rules ofthe company. 4. Remuneration in the event of loss or inadequacy of profits Where in any financial year, the company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid, subject to the Incentive/Commission being restricted to 50% of annual salary and applicable provisions of Schedule V to the Companies Act, 2013. NOTES:

1. 1. Net Profits for this purpose shall be as per computation of net profits under section 198 of the Companies Act, 2013.
   2. The yearly remuneration shall be within the overall limit prescribed Schedule V to the Companies Act, 2013.

In compliance with the provisions of Sections 196, 197, 203 and other applicable provisions of the Act, read with Schedule V to the Act, the terms of remuneration specified above are now being placed before the Members for their approval. The Board recommends that the resolution be passed as Special Resoluti on. Except Directors, Key Managerial Personnel and their relatives a) who are members of the Company, may be deemed to be concerned or interested in the proposed special business of the accompanying notice to the extent of their respective shareholding, if any, in the Company to the same extent as that of every other member of the Company b) who are/may be Directors/Shareholders in one or more bodies corporate/persons/entity described hereinabove, no other Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution. ITEM NO. 5- TO APPROVE THE APPOINTMENT OF MR. SANJAY KAKRA (DIN: 03020884) AS AN INDEPENDENT DIRECTOR The Board of Directors of the Company had appointed Mr. Sanjay Kakra as an Additional Director of the Company with effect from 21st August, 2023. In accordance with the provisions of Section 161 of Companies Act, 2013, Mr. Sanjay Kakra shall hold office up to the date of the forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years. The Company has received notice under Section 160 of the Companies Act, 2013 from Mr. Sanjay Kakra signifying his candidature as an Independent Director of the Company. Mr. Sanjay Kakra has 24 years of Finance Leadership Experience, in India & abroad (across Corporate & Banking sector). He has worked in multiple renounced entities such as Blue Chip Corporates, MNC Banks & NBFC’s, at senior management positions and has successful track record in helping them in strategic planning & decision making for running the portfolio within risk framework for optimum capital utilization & returns. Further he is a qualified Chartered Accountant, Company Secretary, and a Management Accountant & MBF. Accredited with numerous awards & recognition’s. His key skills include Credit Underwriting of large corporate loans (Structured Finance & Real Estate), Debt & equity raising/structuring, Business & strategy- Planning, ERP implementations, Cross Border JVs, Corporate Governance & Risk Management. Previous work ex includes Royal Bank of Scotland (RBS), ABN Amro, Bank Danamon Tbk (Temasek owned Indonesia bank), Punj Lloyd, India Today Group, Star TV. The Company has received a declaration of independence from Mr. Sanjay Kakra. In the opinion of the Board, Mr. Sanjay Kakra fulfills the conditions specified in the Companies Act, 2013 for appointment as Independent Director of the Company. A copy of the Letter of Appointment dated 21st August, 2023 for Independent Director, setting out terms and conditions of appointment of Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day. None of the Directors or Key Managerial Personnel and their relatives, except Mr. Sanjay Kakra, are concerned or interested (financially or otherwise) in this Resolution. The Board commends the Special Resolution set out at this Item for approval of the Members. ITEM NO. 6- TO APPROVE THE APPOINTMENT OF MR. PERMENDER KUMAR MALIK (DIN: 10287472) AS AN INDEPENDENT DIRECTOR The Board of Directors of the Company had appointed Mr. Permender Kumar Malik as an Additional Director of the Company with effect from 25th August, 2023. In accordance with the provisions of Section 161 of Companies Act, 2013, Mr. Permender Kumar Malik shall hold office up to the date of the forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto five years. The Company has received notice under Section 160 of the Companies Act, 2013 from Mr. Permender Kumar Malik signifying his candidature as an Independent Director of the Company. Mr. Permender Kumar Malik has 23 years of experience in Operations, Resource Strategy planning & Security Management and has operationalized a multi stakeholder service facility worth INR 350 Cr for overhaul Security operations of military equipment, dealing with cross functional teams of OEMs like Rosoboron export (Russia) & BEL(lndia). Further, he led a team of specialists to achieve 24X7 /365 operational Security readiness of a composite range of 2000 vehicles of logistics transport fleet of a formation deployed in 800 Sq Kms by mapping Security challenges to identify strengths[weaknesses & areas to improve. He also has experience in developing 12 Security

projects, executed with a budget of INR 450Cr. He hHeaded a Security logistics unit with 30 direct reporting units of total 600 professionals in 12 task teams, executing data driven functions like developing Security metrics, executive updates & analysis to identify Security voids. The Company has received a declaration of independence from Mr. Permender Kumar Malik In the opinion of the Board, Mr. Permender Kumar Malik fulfills the conditions specified in the Companies Act, 2013 for appointment as Independent Director of the Company. A copy of the Letter of Appointment dated 25th August, 2023 for Independent Director, setting out terms and conditions of appointment of Independent Directors is available for inspection at the Registered Office of the Company during business hours on any working day. None of the Directors or Key Managerial Personnel and their relatives, except Mr. Permender Kumar Malik, are concerned or interested (financially or otherwise) in this Resolution. The Board commends the Special Resolution set out at this Item for approval of the Members. ITEM NO. 7- REGULARIZATION OF ADDITIONAL DIRECTOR, MS. PREET SANDHUU (DIN: 06923078) AS DIRECTOR OF THE COMPANY Ms. Preet Sandhuu, was appointed as an Additional Director of the Company with effect from 21.01.2023, in accordance with the provisions of Section 161 of the Companies Act, 2013, the above director holds office till the this Annual General Meeting of the company. The Board is of the view that the appointment of Ms. Preet Sandhuu on the Company’s Board as Director is desirable and would be beneficial to the Company and hence it recommends the said Resolution for approval by the members of the Company. None of the Directors of the Company and Key Management Personnel of the Company (or their relatives), except Ms. Preet Sandhuu herself, is in any way concerned or interested, in the said resolution. The Board recommends the said resolution to be passed as an ordinary resolution. ITEM NO. 8- TO CHANGE IN DESIGNATION OF MR. TARUN PANGHAL FROM EXECUTIVE DIRECTOR TO NON-EXECUTIVE DIRECTOR The Board of Directors of the Company had appointed Mr. Tarun Panghal as Executive Director of the Company with effect from 07th July, 2021. The Board of Directors of AITMC Ventures Limited (the “Company”) has determined that it is in the best interests of the Company to amend the designation of one of its Executive Directors to N on -Executive Director. The current designation of Mr. Tarun Panghal as an Executive Director carries certain responsibilities and obligations which may hinder their ability to fully contribute in other key areas of the Company’s operations. However, the proposed change in designation to Non-Executive Director will enable Mr. T arun Panghal to provide strategic guidance and input to the Board without the operational responsibilities associated with the Executive Director role. Email id: info@aitmcventures.in, Telephone number: -18001235414 Website: https://avplinternational.com

None of the Directors or Key Managerial Personnel and their relatives, except Mr. T arun Panghal, are concerned or interested (financially or otherwise) in this Resolution. The Board commends the Special Resolution set out at this Item for approval of the Members. By Order of the Board of Directors AITMC Ventures Limited

Name	Deep
Designation:	Managing Director
DIN	03223134
Address	Flat Number 1202, Tower-07, Takshila Heights, Sector 37C, Gurgaon, Haryana-122001
Place	Gurgaon
Date	26.08.2023

Form No. MGT-II Proxy form [Pursuant to section 105(6) ofthe Companies Act, 2013 and rule 19(3) ofthe Companies (Management and Administration) Rules, 20141 CIN: U01611HR2016PLC066758 Name of the company: AITMC Ventures Limited Registered office: 84-85 Chakkarpur, Gurgaon, Gurugram, Haryana-122002 Name of the member(s): Registered address: E-mail ID: Folio No/ Client 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

1. NameAddress:

E-mail IdSignature:or failing him

1. Name:Address: 

E-mail [d:Signature: as my/our proxy to attend and vote (through ballot) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Wednesday, 30th August 2023 at 02:00 PM at the registered office of the Company situated at 8485 Chakkarpur, Gurgaon, Gurugram, Haryana 122002 and at any adjournment thereof in respect of such resolutions as are indicated below:

S. No. Parti culars Ordinary Business 1. To consider and adopt the standalone & consolidated audited financial statements as at 31st march 2023, and report of the board of directors’ and auditors’ thereon 2. Re- appointment of M/S. NKSC & CO., Chartered Accountants (firm registration no. 020076N) as statutory auditor 3. to re-appoint Mr. Tarun Panghal (DIN: 08790185), who retires by rotation and being eligible for re-appointment, offers himself to be re-a ointed Special Business 4. To approve the appointment of Mr. Deep as Managing Director of the company

Affix Re 1/- Revenue Stamp

Regd. Office: – 84-85 CHAKKARPUR, GURUGRAM, GURGAON, HARYANA-122002 E mail id: info@aitmcventures.in, Telephone number: -18001235414

Website: https://avplinternational.com

5.	To approve the appointment of Mr. Sanjay Kakra (DIN: 03020884) as an Independent Director
6.	To approve the appointment of Mr. Permender Kumar Malik (DIN: 10287472) as an Independent Director
7.	Regularization of additional director, Ms. Preet Sandhuu (DIN: 06923078) as Director of the company
8.	To change in designation of Mr. Tarun Panghal from executive director to Non-Executive Director

Signed this             day of2023 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.

Website: https://avplinternational.com

ATTENDANCE SLIP

Name:
Address:
Client ID*
Folio No.
No. of Shares held

*Applicable for investors holding shares in Electronic form. I. I hereby record my presence at the 7th ANNUAL GENERAL MEETING of the Company being held on the Wednesday, 30th August 2023 at 02:00 P.M at the registered office of the Company situated at 84-85 Chakkarpur, Gurgaon, Gurugram, Haryana-122002.

1. Signature of the Shareholder/ Proxy Present
2. Shareholder / Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and handover the same at the entrance duly signed.
3. Shareholder / Proxy holder desiring to attend the meeting may bring his / her copy of the Notice for reference at the meeting.

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Material policy

This policy (“Policy”) has been formulated to define the materiality policy for identification of group companies, litigation and outstanding dues to creditors in respect of AITMC Ventures Limited (“Company”) for the purposes of relevant disclosure in the Offer Document (defined herein below) pursuant to the requirements under Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (as amended from time to time) (“SEBI ICDR Regulations”). Identification of ‘Material’ Group Companies: Requirement As per the requirements of the SEBI ICDR Regulations, “Group companies”, wherever this term occurs, shall include such companies as covered under the applicable accounting standards (i.e. Accounting Standard 18/Ind AS 24 issued by the Institute of Chartered Accountants of India) and also any other companies as considered material by the Board. The policy on materiality for determination of such companies as considered material by the Board, as below,shall be disclosed in the draft red herring prospectus, red herring prospectus and prospectus issued by the Company in accordance with the provisions of the SEBI ICDR Regulations for the initial public offering of its equity shares (the “Offer Documents”). Policy on materiality: For the purpose of disclosures in the Offer Documents, as prescribed under the SEBI ICDR Regulations, all companies which are identified as related parties (in accordance with AS 18/Ind AS 24 issued by the Institute of Chartered Accountants of India) on the basis of the restated consolidated financial statements to be included in the Offer Documents shall be identified as ‘Group Companies’ in the Offer Documents. In addition to group companies determined as per AS 18/Ind AS 24, the companies that are considered material by the Board shall be disclosed as ’Group Companies’ in the Offer Documents. A company shall be considered material and disclosed as ’Group Company’ if a material adverse change in such company, can lead to a material adverse effect on the Company and its revenues andprofitability. For the avoidance of doubt, it is clarified that the above policy on materiality shall be without prejudice to any disclosure requirements, which may be prescribed by SEBI and / or such other applicable authority with respect to listed companies and that the above policy on materiality is solely from the perspective of disclosure requirements prescribed under the SEBI ICDR Regulations with respect to the Offer Documents and should not be applied towards any other purpose. Identification of ‘Material’ Litigation (excluding criminal proceeding, statutory/regulatory actions and taxation matters: Requirement: As per the requirements of SEBI ICDR Regulations, the Company shall disclose all the litigations involving the Company/ its directors/ promoter/ group companies in relation to:

1. All criminal proceedings;
2. All actions by statutory / regulatory authorities;
3. Taxation – Separate disclosures regarding claims related to direct and indirect taxes, in a consolidated manner giving details of number of cases and total amount;
4. Other pending litigations – As per the policy of materiality defined by the board of the issuer and disclosed in the Offer Documents.

Policy on materiality: Other than litigations mentioned in points (i) to (iii) above, any other pending litigation involving the Company, its directors, promoter and group companies shall be considered “material’ for the purpose of disclosure in the Offer Documents if –

1. the potential financial liability/monetary claim by or against AITMC Ventures Limited,its directors, promoter and group companies in any such pending matter(s) is in excessof 5% value of the Profit After Tax of the Company, as per the last restated consolidated financial statements of the Company;
2. any such litigation wherein the monetary liability is not quantifiable which is or is expected to be material from the perspective of the Company’s business, operations, prospects or reputation.
3. notices received from third parties (excluding statutory/regulatory/tax authorities or notices threatening criminal action) shall, not be evaluated for materiality until such time that any of the Company, group companies are impleaded as defendants in litigation proceedings before any judicial forum.

For the purposes of determining outstanding material litigation involving the directors of the Company, all outstanding litigations where an adverse outcome would materially and adversely affect the business, operations, financial position or reputation of the Company, shall be identified as material litigation. It is clarified that the above policy on materiality shall be without prejudice to any disclosure requirements, which may be prescribed by SEBI and / or such other governmental authority with respect to listed companies and that the above policy on materiality is solely from the perspective of disclosure requirements prescribed under the SEBI ICDR Regulations withrespect to the Offer Documents and should not be applied towards any other purpose. Furthermore, the above policy on materiality shall be without prejudice to the disclosure requirements prescribed under the Companies Act, 2013 and the rules thereunder with respect to disclosure of litigation, notices, disputes and other proceedings in the Offer Documents. Identification of ‘Material’ Creditors: – Requirement As per the requirements of SEBI ICDR Regulations, the Company shall make relevant disclosures in the Offer Documents for outstanding dues to creditors:

1. Based on the Policy on materiality of the Board and as disclosed in the Offer Documents, disclosure for such creditors;
2. Consolidated information on outstanding dues to small scale undertakings and other creditors, separately giving details of number of cases and amount involved;
3. Complete details about outstanding dues to creditors as per (i) and (ii) above shall be disclosed on the webpage of the company with a web link thereto in the Offer Documents.

Policy on materiality: For identification of material creditors, such creditors of the Company, shall be considered to be material for the purpose of disclosure in the Offer Documents and on the website of the Company, if amount dues to any one of them exceeds 5% of the outstanding trade payablesas per the latest restated standalone financial statements of the Company. Disclosures in Offer Documents regarding material creditors and SMEs

1. For creditors identified as material based on the abovementioned Policy, following disclosure would be made in the Offer Documents:
   1. consolidated amount due to such material creditors; and
   2. aggregate number of such creditors.
2. For outstanding dues to any party which is a Small Scale Undertaking (“SSI”) or a Micro Small and Medium Enterprises (“MSME”), the disclosure will be based on information available with the Company regarding status of the suppliers as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as has been relied upon by the auditors. Consolidated information for such identified SSI/MSMEs and creditors shall be provided in the Offer Documents in the following manner:

1. consolidated amounts due to such entities; and
2. b. aggregate number of entities.

The Company shall make relevant disclosures before the Audit Committee/ Board as requiredby the applicable law from time to time. It is clarified that the above policy on materiality of creditors shall be without prejudice to any disclosure requirements, which may be prescribed by SEBI and / or such other applicable regulatory authority with respect to listed companies and the above policy on materiality is solely from the perspective of disclosure requirements prescribed under the SEBI ICDR Regulations with respect to the Offer Documents and the website of the Company and should not be applied towards any other purpose. General: The above policies shall be subject to review/changes by the Board as may be deemed necessary and in accordance with regulatory amendments, from time to time.

S. No.	Name	DIN/PAN	Designation	Date of appointment
1	Mr. Deep	03223134	Managing Director(KMP)	07/09/2020
4	Mr. Mohammad Bilal	BJEPB2350J	Company Secretary(KMP)	01/08/2023
5	Mr. Suresh Gupta	AAPPG2457G	CFO(KMP)	21/08/2023
6	Mr. Himanshu Sharma	EUIPS7399L	CEO(KMP)	21/08/2023

Initial Public Offer

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