आई.सी.एफ.सी. फाइनान्सको २३औं वार्षिक साधारण सभा सूचना र वित्तीय विवरणICFC Finance 23rd Annual General Meeting Notice and Financial Statements

ICFC Finance Limited 23rd Annual General Meeting Notice

Notice Publication Date: 2083/01/12 BS

Financial Statement as of Ashadh 2083 BS (Balance Sheet)

Dear Shareholders,

As per the decision of the 293rd meeting of the Board of Directors of this financial institution held on 2083/01/08 BS, the 23rd Annual General Meeting of this company will be held on the following date, time, and place to discuss and decide on the following matters. This notice has been published for the information and attendance of all shareholders.

1. Date, Place, and Time

a) Date: Tuesday, Ashadh 23, 2083 BS (corresponding to September 10, 2024)

b) Place: City Hotel, Boudha Pipalbot, Kathmandu.

c) Time: 10:00 AM.

2. Main Discussion Topics of the General Meeting

a. General Resolutions

1. To discuss and approve the annual report of the Board of Directors for the fiscal year 2082/83.

2. To discuss and approve the balance sheet as of Ashadh 2083 BS, and the profit and loss account and cash flow statement for the fiscal year 2082/83, along with the auditor's report.

3. To approve the distribution of a cash dividend of 10.12% of the company's paid-up capital, amounting to Rs. 26,75,01,073.66 (in words: Two crore sixty-seven lakh fifty thousand one hundred seventy-three rupees and sixty-six paisa only) (including for tax purposes on cash dividend), as proposed by the Board of Directors.

4. To appoint an external auditor for the fiscal year 2083/84 and determine their remuneration (as per the recommendation of the Audit Committee and as per the recommendation of the Auditor General under Section 111 (3) of the Companies Act, 2063, to re-appoint M/s. S.A.R. Associates, Chartered Accountants) for approval by the general meeting.

b. Special Resolutions

1. To increase the service facilities of the Board of Directors and amend Section 21(b) of the bylaws accordingly.

2. To authorize the Board of Directors to make necessary amendments to the company's bylaws as per any suggestions from regulatory bodies.

c. Miscellaneous

General Information Regarding the 23rd Annual General Meeting:

1. For the purpose of the general meeting, the share register book will be closed for one day on Ashadh 01, 2083 BS. Shareholders whose shares are registered and transferred as per regulations before the book closure date at Nepal Stock Exchange Limited will be eligible to attend the meeting and receive the cash dividend for the fiscal year 2082/83.

2. The annual report will be sent to the registered address of the shareholders. If you do not receive the booklet for any reason, you can obtain it by presenting your share certificate / DEMAT account opening certificate at the company's head office, Bhatbhateni, Kathmandu, and Global IME Capital Limited, Naxal Kathmandu, or view it on the company's Website: https://www.icfc.com.np.

3. Shareholders attending the meeting are requested to bring a photo identification, share certificate / special member D.O.I.D. number, or one guardian's share certificate.

4. Shareholders wishing to appoint a representative (proxy) must fill out the proxy form and register it at the company's head office, Bhatbhateni, Kathmandu, at least 48 hours before the start of the company's meeting. The person appointed as a representative (proxy) must be a shareholder of the financial institution.

5. If a shareholder who has appointed a representative (proxy) wishes to attend the meeting themselves and vote, the proxy issued by the shareholder will automatically be canceled.

6. For the convenience of shareholders, the share registration book will be available for signing at the meeting venue on Ashadh 23, 2083 BS, starting at 10:00 AM.

7. The cash dividend proposed by the Board of Directors for distribution to shareholders, once approved by the 2082/83 Annual General Meeting, will be directly deposited into the shareholders' bank accounts. Therefore, shareholders are requested to update their bank accounts.

8. If any shareholder's shares are pledged, a consent letter from the pledging institution must be submitted.

9. If any shareholder's shares are frozen, a consent letter from the freezing institution must be submitted.

10. Representatives (proxies) will be allowed entry only once per person for all shareholder representatives.

11. Shareholders interested in discussing various financial matters due to business fluctuations are requested to inform the company secretary at least 7 (seven) days before the start of the meeting. However, such matters will not be included in the discussion and approval proposals.

12. Shareholders can view the annual financial statements, Board of Directors' report, and auditor's report of the financial institution as per the Companies Act 2063 at the company's head office, Bhatbhateni, and by logging into the institution's website.

Website: https://www.icfc.com.np will be available.

13. For any further information, please contact the financial institution's head office at phone no. 01-4525099 or visit the institution's website https://www.icfc.com.np or contact the head office.

Brief Financial Statement for the Fiscal Year 2082/83 for the purpose of Section 80 and 81 of the Companies Act, 2063

Brief Balance Sheet Financial Statement Published

Dear Shareholders,

I welcome you all to the 23rd Annual General Meeting of I.C.F.C. Finance Limited. Our Board of Directors, including all members, has submitted the Board of Directors' report as per the provisions of Section 80 (1) of the Companies Act, 2063. If you do not receive the booklet for any reason, you can obtain it by presenting your share certificate / DEMAT account opening certificate at the company's head office, Bhatbhateni, Kathmandu, and Global IME Capital Limited, Naxal Kathmandu, or view it on the company's Website: https://www.icfc.com.np.

Shareholders attending the meeting are requested to bring a photo identification, share certificate / special member D.O.I.D. number, or one guardian's share certificate.

Shareholders wishing to appoint a representative (proxy) must fill out the proxy form and register it at the company's head office, Bhatbhateni, Kathmandu, at least 48 hours before the start of the company's meeting. The person appointed as a representative (proxy) must be a shareholder of the financial institution.

If a shareholder who has appointed a representative (proxy) wishes to attend the meeting themselves and vote, the proxy issued by the shareholder will automatically be canceled.

For the convenience of shareholders, the share registration book will be available for signing at the meeting venue on Ashadh 23, 2083 BS, starting at 10:00 AM.

Analysis of Business for the Fiscal Year 2082/83

Description

Ashadh 2082

Ashadh 2083

Change

Percent

Total Assets

23,232

27,754

4,522

19.47

Total Loans

21,735

27,012

5,277

24.28

Total Deposits

20,951

23,094

2,143

10.23

Total Investment

3,099

2,902

(197)

(6.36)

Interest Income

4,083

4,929

846

20.72

Interest Expense

2,958

3,223

265

8.96

Net Interest Income

1,125

1,706

581

51.64

Other Operating Income (including commission and discount income)

100

213

113

113.00

Staff Expenses

290

298

2.76

Other Operating Expenses

428

420

(8)

(1.87)

Operating Profit (before loan loss provision)

507

1,200

693

136.69

Loan Loss Provision / Reversal

140

(14)

(154)

(110.00)

Operating Profit

367

1,214

847

230.79

Tax Expense

115

390

275

239.13

Net Profit

252

824

572

226.98

Capital Adequacy (percent)

14.05

15.05

1.00

7.12

Earnings Per Share (Rs.)

15.05

49.05

34.00

225.91

Net Profit / Loss (percent)

22.46

72.96

50.50

224.84

Net Worth Per Share (Rs.)

118.05

123.05

5.00

4.24

Introduction to Dividend Declaration and Distribution:

The auditor's report presented to the shareholders at the annual general meeting of the institution is as follows:

Cash Flow Statement

From Shrawan 1, 2082 to Ashadh 30, 2083

Description

Ashadh 2083

Ashadh 2082

Cash Flow from Operating Activities

Interest Income

1,230,398,743

1,852,999,299

Fees and Other Income Received

117,680,857

226,540,999

Dividend Received

Other Operating Income Received

Interest Paid

(1,094,995,529)

(2,283,203,059)

Staff and Fees Paid

(3,393,098)

(3,233,053)

Other Expenses Paid

(328,090,498)

(325,239,094)

Operating Cash Flow before changes in operating activities

(228,090,498)

(220,020,860)

Net Cash Flow from Operating Activities

2,290,907,325

367,834,305

Cash Flow from Investing Activities

Investment in Securities Sold

(1,224,999,999)

(2,449,499,998)

Investment in Securities Purchased

Purchase of Property and Equipment

(44,920,202)

(44,899,898)

Sale of Property and Equipment

(14,924,999)

(2,959,899)

Purchase of Intangible Assets

(2,959,899)

(2,959,899)

Sale of Intangible Assets

8,504,998

1,270,999

Investment in Property Purchased

Investment in Property Sold

Interest Received

Dividend Received

Net Cash Flow from Investing Activities

34,798,379

(2,959,498)

Cash Flow from Financing Activities

Cash Dividend Paid

(1,094,995,529)

(830,099,055)

Bonus Share Paid

Net Cash Flow from Financing Activities

(1,094,995,529)

(830,099,055)

Net Increase (Decrease) in Cash and Cash Equivalents

(944,992,487)

(866,875,055)

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash Equivalents

(944,992,487)

(866,875,055)

Cash and Cash Equivalents at End of Period

333,079,080

1,198,071,537

Cash and Cash Equivalents at Beginning of Period

1,278,071,537

2,064,946,592

Cash and Cash Equivalents at End of Period

333,079,080

1,198,071,537

Profit and Loss Account

From Shrawan 1, 2082 to Ashadh 30, 2083

Description

Ashadh 2083

Ashadh 2082

Interest Income

4,929,899,999

4,083,899,999

Interest Expense

3,223,490,099

2,958,490,099

Net Interest Income

1,706,409,900

1,125,409,900

Fees and Commission Income

213,290,857

100,290,857

Fees and Commission Expense

Net Fees and Commission Income

213,290,857

100,290,857

Net Trading Income

Other Operating Income

35,170,999

13,990,952

Staff Expenses

298,090,498

290,090,498

Other Operating Expenses

420,090,498

428,090,498

Operating Income

1,214,890,857

507,890,857

Operating Profit

824,890,857

252,890,857

Tax Expense

390,890,857

115,890,857

Net Profit

434,000,000

137,000,000

Other Comprehensive Income Statement

From Shrawan 1, 2082 to Ashadh 30, 2083

Description

Ashadh 2083

Ashadh 2082

Profit for the year

235,399,292

333,079,080

a) Items that will not be reclassified to profit or loss

Gain/(Loss) on investment in equity instruments measured at fair value through OCI

(8,099,022)

(902,822)

Gain/(Loss) on revaluation

Actuarial gain/(loss) on defined benefit plans

(4,123,023)

(1,695,620)

Gain/(Loss) on cash flow hedges

3,850,857

3,850,857

Effect of exchange rate changes on financial assets of financial statements

(8,099,926)

(9,833,865)

b) Items that will be reclassified to profit or loss

Gain/(Loss) on cash flow hedges

Effect of exchange rate changes on financial assets of financial statements

Comprehensive income for the year

256,034,926

339,296,394

Statement of Changes in Equity

From Shrawan 1, 2082 to Ashadh 30, 2083

Description

Share Capital

Share Premium

General Reserve

Regulatory Reserve

Fair Value Revaluation Reserve

Revaluation Reserve

Retained Earnings

Other Reserves

Total Shareholder's Equity

Non-Controlling Interest

Total Equity

Balance as of Ashadh 2082

1,863,490,990

382,994,294

80,096,044

81,043,451

333,079,080

80,096,044

1,206,059,043

333,079,080

333,079,080

Profit for the year

333,079,080

333,079,080

Comprehensive income for the year

333,079,080

333,079,080

Gain/(Loss) on investment in equity instruments measured at fair value through OCI

(182,095)

(182,095)

(182,095)

Gain/(Loss) on revaluation

Actuarial gain/(loss) on defined benefit plans

(4,123,023)

(4,123,023)

(4,123,023)

Gain/(Loss) on cash flow hedges

3,850,857

3,850,857

Effect of exchange rate changes on financial assets of financial statements

(8,099,926)

(8,099,926)

Amount transferred to reserve fund

(809,025)

333,079,080

(9,951,949)

(9,951,949)

(9,951,949)

Amount withdrawn from reserve fund

Share Issuance

Share-based Payment

Dividend Distribution to Shareholders

Bonus Share

22,301

2,092,999

(3,108,995)

(4,824)

(4,824)

Cash Dividend

Income from Sale of Paternity Shares

Total Contribution

Balance as of Ashadh 2083

1,863,490,990

382,994,294

80,096,044

81,043,451

983,044,060

933,050,340

2,944,994,803

2,944,994,803