NOTICE

NOTICE is hereby given that, seventh (08th) Annual General Meeting of the Members of the Company will be held on Saturday, 02^nd day of August 2025 at 05.00 PM (IST) at the Registered Office of the Company, at, Hadas High School & Junior College, North Ambazari Road, Near Senapati Bapat Chowk, Nagpur-440010, Maharashtra to transact the following business:

A] ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2025 and the Statement of Profit & Loss Account for the year ended on that date together with the Reports of Directors and Auditors, and in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT, the Audited Financial Statements for the financial year ended 31st March, 2025, together with the reports of the Auditor and the Board of Directors thereon, be and are hereby received, considered and adopted."

2. To appoint Directors pursuant to the result of the "BoD Election 2025".
3. To approve the appointment of Auditor to fill the casual vacancy caused by the resignation, approved in the Board Meeting held on 12/07/2025 and to appoint Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the Eighteenth Annual General Meeting and to fix their remuneration and in this regard 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 Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the consent of the members be and is hereby accorded to approve/ ratify appointment of M/s. A M DABKE & ASSOCIATES & Co, Chartered Accountants, Nagpur (FRN: 144213W); appointed by the Board to fill the casual vacancy caused by the resignation of M/s V. S. Nasery & Co, Chartered Accountants, Nagpur (Firm Registration Number 106949W); vide their resolution passed in Meeting held on 12^th July 2025.

   FURTHER RESOLVED THAT, pursuant to provisions of Section 139, and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. A M DABKE & ASSOCIATES & Co, Chartered Accountants, Nagpur (FRN: 144213W), be and is hereby appointed as the Statutory Auditors of the Company for a period of 5 (Five) consecutive financial years and to hold the office from the conclusion of this Eighth Annual General Meeting to until the conclusion of Thirteenth Annual General Meeting of the Company and on a remuneration as mutually agreed and reimbursement of actual expenses that may be incurred by the auditors in the performance of their duty as auditors of the company in conducting audit.

   FURTHER RESOLVED THAT, any of the Board of Directors, be and is, hereby empowered and authorized to take such steps, in relation to the above and to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary E-Forms with Registrar of Companies."

EXPLANTORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

Since the previous auditors M/s V. S. Nasery & Co, Chartered Accountants, Nagpur (Firm Registration Number 106949W) had resigned as the Statutory Auditors of the Company wef 12^th July 2025 which had caused casual vacancy.

To fill such casual vacancy, the Board of Directors of the Company, had appointed M/s. A M Dabke & Associates & Co, Chartered Accountants, Nagpur (FRN: 144213W); as the Statutory Auditors of the Company to hold the office till the conclusion of this Eighth Annual general Meeting of the Company. The Board further proposed and recommended to reappoint said for next 5 (five) consecutive Financial Years. The Company had received consent and eligibility letter to act as the Statutory Auditors of the Company, in accordance with the provisions of Section 139 and Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Board recommends the Ordinary Resolution for approval by the shareholders.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

General

1. Election process was announced on to fill up Four (4) vacancies on the Board of Directors as under:
2. Pursuant to Section 152(6) (a) of the Companies Act 2013 and Article 8.6 of the Articles of Association of the Company, at every subsequent Annual General Meeting after the first one, one-third of Directors (other than nominated members viz. Secretary of "the Liberal Education Society, Nagpur" (ex-officio) or his Nominee & Head Master /Principal of Hadas High School and Junior College, Nagpur) for the time being are liable to retire by rotation.
3. Accordingly, Shri Mahendra Limaye, Shri Prasad Dharap and Shri Kshitij Ingle shall retire by rotation at the ensuing Annual General Meeting.
4. Further Shri Vivek Sagdeo resign from the post of Directorship of the Company wef 24^th May 2025.
5. In all, four directors would be appointed to fill up the vacancies by way of election from eligible Alumni Life Members (those who have become Life Members on or before 12^th July 2023 and have completed 2 years). For the Nomination Form please click here at https://www.hadashsalumni.org.
6. The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
7. The Board of Directors at their Meeting appointed Shri Pravin Rajvaidya as the Election Officer and CS Kaustubh Onkar Moghe, Practicing Company Secretary, Nagpur (FCS No. 10603 and COP No 12486), as the Scrutinizer for conducting the remote e-voting for the purpose of conducting the voting process in a fair and transparent manner.
8. The Election Officer and the Scrutinizer have communicated their willingness for the said assignment under the Election program.
9. For any help regarding the elections, please contact the Office of the Association (9730249579) or Election Officer Mr. Pravin Rajvaidya 9890001961.

Important Dates for the BoD Elections 2025

General Instructions to Voters:

1. Please refer to HADAS HS Nagpur Alumni Association (Company's) website at https://www.hadashsalumni.org under "AGM & Election-2025" Tab.
2. A brief profile of eligible candidates will be displayed on the Company's website
3. For Item # 2, Each eligible Voter (Life Member -- LM) can vote for maximum Four (4) candidates by marking "Tick" (√) in the box / space provided against the name of the selected candidate(s). Any symbol other than (√) will lead to disqualification of the entire vote and shall be considered null and void.
4. The eligible voter shall cast his/ her vote by adopting E-Voting mode described on Company's website - https://www.hadashsalumni.org
5. In case of tie between candidates, the same shall be resolved by "drawing of lots" by the Election Officer in presence of Scrutinizer and the same shall be final and binding.
6. In case of any dispute or discrepancy, the decision of the Election Officer will be final and binding.

E-voting

Please read carefully the following instructions before e-voting:

1. Go to https://www.hadashsalumni.org and login with your member credential.
2. Click on the tab "AGM & Election-2025"
3. Click the "Voting" button to open the Ballot Paper (thru' one-time voting link).
4. Exercise your choice(s) by clicking/ ticking (√) as per Preference and for Item # 2, against the names of candidate(s)- {Maximum Four (4)}.
5. After ensuring the locking of desired choices, please click the "Submit" button for finally registering / casting your vote.
6. Please note that, after clicking the" Submit" button, you will not be able to change / alter your choices.

After final submission, your voting link will be deactivated permanently.