माण्डु हाइड्रोपावरको १४औं तथा १५औं वार्षिक साधारण सभा आह्वानMandu Hydropower Announces 14th & 15th Annual General Meeting

Mandu Hydropower Limited

Notice Regarding 14th and 15th Annual General Meeting

First Publication Date: 2083/04/28

Dear Shareholders,

As per the decision of the Board of Directors meeting held on 2083/04/27, the company's 14th and 15th (F.Y. 2081/082 and 2082/083) Annual General Meeting will be held at the following date, time, and venue to discuss and decide upon the agendas below. Therefore, this notice is published for the information of all shareholders to attend the Annual General Meeting.

Date, Time, and Venue of the Annual General Meeting:

Date: 2083/05/18 (03 Sep 2026)

Time: 10:00 AM

Venue: Nepa Banquet, Nayabazar, Kathmandu

Agendas to be presented at the 14th and 15th Annual General Meeting:

1. Ordinary Agendas:

a) To discuss and approve the Board of Directors' Annual Report for F.Y. 2081/082 and F.Y. 2082/083.

b) To discuss and approve the Auditor's Report for F.Y. 2081/082 and F.Y. 2082/083, the Balance Sheet, Profit and Loss Account, and Cash Flow Statement along with financial statements as of Ashadh end 2082 and Ashadh end 2083.

c) To approve the appointment and remuneration of the auditor appointed by the Board of Directors and approved by the Office of the Company Registrar to audit the financial accounts for F.Y. 2082/083.

d) Pursuant to Section 111 of the Companies Act, 2006, to appoint an auditor and fix their remuneration to audit the financial accounts of this company for F.Y. 2083/084.

e) To approve the distribution of cash dividend of 12.5263% amounting to Rs. 17,08,13,477/- (In words: Seventeen Crore Eight Lakh Thirteen Thousand Four Hundred Seventy-Seven Rupees only) on the existing paid-up capital of Rs. 1,36,36,37,000/-, subject to tax deduction as per prevailing laws. (Out of the proposed cash dividend, 0.5263% is for F.Y. 2081/082 tax purpose on bonus shares, and 12% is to be distributed from retained earnings for F.Y. 2082/083).

f) To elect Directors on behalf of promoter shareholders and to approve the appointment of an Independent Director.

2. Special Agendas:

a) To approve and endorse the distribution of 10% bonus shares amounting to Rs. 13,63,63,700/- (In words: Thirteen Crore Sixty-Three Lakh Sixty-Three Thousand Seven Hundred) on the existing paid-up capital of Rs. 1,36,36,37,000/- (In words: One Billion Three Hundred Sixty-Three Million Six Hundred Thirty-Seven Thousand), as proposed by the Board of Directors from the retained earnings up to F.Y. 2081/082 and approved by the Electricity Regulatory Commission.

b) To approve necessary amendments to the Memorandum and Articles of Association including capital increase, and to authorize the Board of Directors to make any amendments, alterations, or additions if suggested or directed by regulatory authorities.

c) To pass the meeting allowance of the Board of Directors.

3. Miscellaneous.

General Information Regarding the AGM:

1. The book closure date of the company for the purpose of the AGM will be 2083/05/05 (corresponding to 29 August 2026). Shareholders who traded on Nepal Stock Exchange Ltd. and transferred shares into their name by 2083/05/04 will be eligible to participate in the meeting and for F.Y. 2081/082 and

Financial Statements as per Nepal Financial Reporting Standards

Statement of Financial Position FY 2082-083 FY 2081-082

ASSETS

Non-Current Assets
Property, plant and equipment	650,156	374,919
Intangible assets	4,621,408,937	3,003,137,123
Capital Work In Progress	-	935,338,801
Financial Assets
Financial Assets at Fair Value Through PL	400,000,000	400,000,000
Other Non Current Assets	21,527,374	21,527,374
Total Non-Current Assets	5,043,586,467	4,360,378,217
Current Assets
Inventories	4,723,485	4,723,485
Trade and Other Receivables	166,085,918	1,216,337
Other Current Assets	18,059,686	347,386,183
Cash and cash equivalents	5,356,357	5,265,617
Total Current Assets	194,225,445	358,591,622
TOTAL ASSETS	5,237,811,912	4,718,969,839

EQUITY AND LIABILITIES

Equity
Share capital	1,363,637,000	1,363,637,000
Retained Earnings and Reserves	857,471,321	539,383,843
Total Equity	2,221,108,321	1,903,020,843
Liabilities
Non-Current Liabilities
Loans and borrowings	2,400,504,165	2,190,465,969
Total Non-Current Liabilities	2,400,504,165	2,190,465,969
Current Liabilities
Loans and borrowings	520,000,000	459,378,220
Employee Benefit	8,661,750	2,018,953
Trade and other payables	87,537,675	164,085,853
Total Current Liabilities	616,199,425	625,483,026
Total Liabilities	3,016,703,591	2,815,948,995
TOTAL EQUITY AND LIABILITIES	5,237,811,912	4,718,969,839

Statement of Profit or Loss and Other Comprehensive Income FY 2082-083 FY 2081-082

Revenue from operations	794,934,701	204,742,193
Other Income	5,861	588,255,799
Total Income	794,940,561	792,997,992
Employee Benefit Expenses	28,051,477	24,661,932
Operation and Maintanence Expenses	61,428,462	22,999,470
Administrative Expenses	14,912,255	12,114,672
Depreciation, Amortization & Impairment of Assets	168,083,081	507,550,286

will remain eligible to receive distributable cash dividend and bonus shares of 2082/083.

2. For the convenience of shareholders attending the Annual General Meeting, the attendance register will remain open at the meeting venue on the day of the meeting from 9:00 AM until the conclusion of the meeting.

3. As dividends can be distributed only after the approval of investor banks according to the terms of the consortium loan agreement made with banks for investment in the company's project, the process has been initiated by the company for such approval, and the proposed dividend will be paid after approval from the Annual General Meeting and investor banks.

4. Shareholders attending the Annual General Meeting are requested to bring original identity proof along with Demat Account Statement or share certificate showing details of dematerialized shares after opening a beneficiary account, otherwise entry into the hall will not be permitted.

5. For the information of all shareholders, the summary financial statements of the company are published herewith. All proposals to be submitted to the Annual General Meeting including financial statements and other information related to the AGM can also be viewed on the company's website: manduhydropower.com.

6. Shareholders wishing to appoint a proxy instead of attending the meeting themselves must register the proxy form at the company's registered office in Kathmandu at least 48 hours prior to the commencement of the meeting. After appointing a proxy to attend and vote, if the shareholder wishes to cancel the proxy and attend personally, written notice thereof must be registered at the company's registered office within the same timeframe. The person appointed as proxy must also be a shareholder of the company.

7. On behalf of shareholders who are guardians, the person registered as guardian in the company's share register; in case of joint share purchases, the person listed first in the share register or a person unanimously appointed as representative; and in case shares are purchased by an organized institution or company, representatives nominated by such institution or company will be entitled to attend and vote at the meeting in the capacity of shareholder.

8. Shareholders desirous of discussing under the 'Miscellaneous' agenda item must submit a written proposal stating the reasons to the Chairman of the Board of Directors through the Company Secretary at least 7 days prior to the meeting. However, it will not be placed as a proposal to be passed.

9. From a security standpoint, shareholders attending the AGM are requested as far as possible not to bring bags or baggage. Security personnel deployed for the meeting will inspect bags, baggage, and conduct body searches of all attendees entering the hall, so cooperation in this regard is requested.

10. Arrangement has been made to participate and express views through electronic (virtual) means. Shareholders wishing to attend via electronic means are requested to email [email protected] or [email protected] or call phone nos. 01-4538388, 01-4529089 to provide their name and email address at least 24 hours before the start of the Annual General Meeting. Meeting ID / Passcode will be provided to shareholders attending via electronic media to facilitate participation.

11. For any other required information, please contact the company's registered office in Kathmandu or phone nos. 01-4538388, 01-4529089.

By Order of the Board of Directors

Company Secretary

Respected Shareholders,

For the purpose of the 4th and 5th Annual General Meeting of Mandu Hydropower Limited, we hereby inform through these summary financial statements about the transaction details of the company including the Balance Sheet and Profit and Loss Account for F.Y. 2081/082 and F.Y. 2082/083 as follows. The financial statements have been prepared according to Nepal Financial Reporting Standards (NFRS) as per directives of Nepal Accounting Standards Board (NASB) and summary details thereof are published herewith for your information.

Overview of Business Operations of F.Y. 2081/082 and F.Y. 2082/083

Bagmati Small Hydropower Project (22 MW) located at Ipa Panchakanya, Makwanpur district operated by this company has been efficiently operated as in previous years to maximize company income from electricity sale, which continued in the presented F.Y. 2081/082 and F.Y. 2082/083. Therefore, the combined production situation of the presented financial years remained satisfactory and the company remains profitable.

Finance Costs	194,129,685	161,891,324
Total Expenditure	466,604,960	729,217,683
Profit/(Loss) Before Tax and Bonus	328,335,601	63,780,309
Provision for Staff Bonus	6,566,712	1,275,606
Income Tax Expense	-	-
Profit/(Loss) from continuing operations	321,768,889	62,504,703
Profit /(Loss) on Discontinued Operations (Net of tax)	-	-
Provision for Corporate Social Responsibility	3,217,689	625,047
Net Profit/(Loss) for the year	318,551,200	61,879,656
Other comprehensive Income
Exchange Gain/Loss arising on translation of foreign operations	-	-
Acturial Gain/(Loss) on defined Employment benefit	-	-
Gain/Loss on Revaluation	-	-
Total Comprehensive gain/(loss) for the year, net of tax	318,551,200	61,879,656

Statement of Cash Flows FY 2082-083 FY 2081-082

Net Cash Flows From Operating Activities

Net Profit for the year	318,551,200	61,879,656
Adjustments for:
Tax expense	-	-
Depreciation on property, plant and equipment	449,572	368,934
Amortization of Intangible Assets	167,633,509	127,371,158
Interest expense	194,129,685	161,891,324
Expenses towards CSR	(3,681,412)	-
Prior Period Adjustments	-	-
Corporate Social Responsibility Fund	3,217,689	614,947
Working capital adjustments:
(Increase)/ Decrease in Inventories	-	35,237,400
(Increase)/ Decrease in Trade Receivables	(164,869,580)	117,064,186
(Increase)/ Decrease in Other Current Assets	329,326,497	(336,692,294)
Increase / (decrease) in Employee Benefits	6,642,797	(3,544,265)
Increase / (decrease) in Trade and Other payables	(76,548,177)	157,668,854
Cash generated from operations	774,851,780	321,859,900
Income Tax Paid	-	-
Net Cash Flows From Operating Activities [A]	774,851,780	321,859,900

Cash Flows From / (Used In) Investing Activities

Purchase of property, plant and equipment	(724,810)	(40,800)
(Increase)/Decrease in CWIP	935,338,801	(935,338,801)
(Increase)/Decrease in Intangible Assets	(1,785,905,322)	378,922,193
(Increase)/ Decrease in Other Non Current Assets	-	(17,855,900)
Purchase of Investment	-	-
Net Cash Flows From Investing Activities [B]	(851,291,331)	(574,313,308)
Cash Flows From Financing Activities
Proceeds from issue of ordinary shares	-	-
Increase in Share Premium	-	-
Share issue expenses	-	-
Net (repayment of) increase in borrowings	270,659,976	581,188,964
Interest Expenses	(194,129,685)	(161,891,324)
Dividends paid	-	(163,636,440)
Net Cash Flows From Financing Activities [C]	76,530,291	255,661,200
Increase/(Decrease) In Cash And Cash Equivalents [A+B+C]	90,739	3,207,791
Cash and Cash Equivalent At the beginning of the year	5,265,617	2,057,825
Cash And Cash Equivalents At The End Of The Period	5,356,357	5,265,617