एन आई सी एशिया बैंकको अठाइसौं वार्षिक साधारण सभा सूचनाNIC ASIA Bank's 28th Annual General Meeting Notice

Toll Free No.: 1660-01-66666 (NTC), 1817-01-66666 (NCELL)

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Notice of the Twenty-Eighth Annual General Meeting

As per the decision of the 850th meeting of the Board of Directors of this bank held on date 2081/01/10, the Twenty-Eighth Annual General Meeting of the bank will be held on the following date, time, and place to discuss and decide on the following matters. All esteemed shareholders are kindly requested to attend.

Date, Time and Place of the Meeting:

Date : 2082 Jestha 18, Monday (corresponding to 1 June 2025) .

Time : 7:00 AM.

Venue : Army Officers Club, Bhadrakali, Kathmandu.

Agenda for Discussion and Decision:

(A) General Resolutions

1. To approve the report of the Board of Directors of this bank.

2. To discuss and approve the annual financial statements including the balance sheet as of 2081 Ashad end, and the profit and loss account and cash flow statement for the fiscal year 2080/81, along with the auditor's report.

3. To discuss and approve the consolidated financial statements of this bank and its subsidiary companies NIC ASIA Laghubitta Bittiya Sanstha Ltd. and NIC ASIA Capital Ltd. for the fiscal year 2080/81, along with their financial statements.

4. To appoint an external auditor for the fiscal year 2081/82 and fix their remuneration, as per the recommendation of the Audit Committee.

5. To approve the decision of the 863rd meeting of the Board of Directors held on 2082/02/06 to appoint Mr. Ashok Kumar Agrawal, residing at Ward No. 2, Lazimpat, Kathmandu Metropolitan City, Kathmandu District (permanent address: Ward No. 1, Dhangadhi Sub-Metropolitan City, Sunsari), for the remaining tenure of the bank, following the resignation of Mr. Tulsiram Agrawal, the director elected from the promoter shareholder group for a 4-year term as per the decision of the 243rd Annual General Meeting of this bank held on 2078/12/20, and his resignation from the post of director and chairman on 2081/02/06 was approved by the decision of the 860th meeting of the Board of Directors held on 2081/02/06.

6. To approve the decision of the 863rd meeting of the Board of Directors held on 2082/02/06 to appoint Mr. Anuj Pradhan Rajbhandari, residing at Ward No. 10, Lalitpur Metropolitan City, Lalitpur District, for the remaining tenure of the bank, following the resignation of Mr. Ganesh Man Shrestha, the director elected from the ordinary shareholder group for a 4-year term as per the decision of the 243rd Annual General Meeting of this bank held on 2081/12/20, and his resignation from the post of director on 2081/02/06 was approved by the decision of the 860th meeting of the Board of Directors held on 2081/02/06.

7. To elect 3 directors representing the promoter shareholders and 3 directors representing the ordinary shareholders.

(B) Special Resolutions

1. To approve the issuance of 2,79,63,377 (two crore seventy-nine lakh sixty-three thousand three hundred seventy-seven) units of right shares at a face value of Rs. 100/- (one hundred rupees only) at a ratio of 0.1 9 of the bank's current paid-up ordinary share capital of Rs. 14,71,75,66,922/- (fourteen billion seventy-one crore seventy-five lakh sixty-six thousand nine hundred twenty-two rupees), subject to obtaining necessary approvals from relevant bodies as per prevailing laws and regulatory provisions. Furthermore, to authorize the Board of Directors or officials designated by the Board of Directors to make changes, amendments, or additions as per instructions or suggestions received during the process of obtaining approvals for the right share issuance.

2. To approve the increase of the bank's existing authorized capital from Rs. 17,00,00,000/- (seventeen billion rupees) to Rs. 20,38,00,000/- (twenty billion thirty-eight crore rupees), and to increase the existing issued capital from Rs. 17,01,75,66,922/- (seventeen billion one crore seventy-five lakh sixty-six thousand nine hundred twenty-two rupees) to Rs. 20,38,63,50,499/- (twenty billion thirty-eight crore sixty-three lakh fifty thousand four hundred ninety-nine rupees), and to increase the existing paid-up capital from Rs. 17,01,75,66,922/- (seventeen billion one crore seventy-five lakh sixty-six thousand nine hundred twenty-two rupees) to Rs. 20,38,63,50,499/- (twenty billion thirty-eight crore sixty-three lakh fifty thousand four hundred ninety-nine rupees).

3. To authorize the Board of Directors or officials designated by the Board of Directors to make changes, amendments, or additions to the bank's Memorandum and Articles of Association as per instructions or suggestions received from relevant bodies for the approval of amendments.

4. To maintain the registered (central) office of this bank in its own building located at Ward No. 28, Kamaladi, Puja Marg 55, Kathmandu Metropolitan City, Kathmandu District.

(C) Miscellaneous

1. All esteemed shareholders are requested to contact the bank's registered office for dividend distribution.

2. Shareholders interested in physically attending the Annual General Meeting are requested to bring their share certificate/DEMAT account opening proof and identity proof (citizenship certificate or any other photo ID) or a certified copy thereof. The attendance register will be open from 8 AM until the meeting commences.

3. Shareholders wishing to appoint a representative (proxy) to attend the Annual General Meeting may only appoint another shareholder from the bank's group. The proxy form, filled in the format prescribed by prevailing law, must be registered at the bank's registered office, Trade Tower Nepal, Thapathali, Kathmandu, at least 48 hours before the meeting commences, by 7 AM on 2082/02/16.

4. Shareholders who are minors or of unsound mind, whose names are registered as guardians in the share ledger book, may attend the meeting, vote, or appoint a representative.

5. In the case of joint share purchases, only the person whose name is first mentioned in the share ledger book or a person unanimously appointed as a representative may attend or vote at the meeting.

6. If a shareholder wishes to attend the meeting themselves or change their representative after appointing one, they must notify the bank's registered office, Trade Tower Nepal, Thapathali, Kathmandu, at least 48 hours before the meeting commences; otherwise, the representative cannot be changed. However, if the concerned shareholder attends in person, the proxy given will automatically be revoked.

7. If any special matter under the special agenda items needs to be discussed in a special general meeting, the Board of Directors must register the notice of the same at the bank's registered office 7 days before the meeting commences.

8. For the purpose of dividend distribution at the Annual General Meeting, the bank's share register will be closed from 2082/02/06 to 2082/02/18. Shareholders whose share transfers are registered in the share ledger book at NIC ASIA Capital Ltd., Thapathali, Kathmandu, the bank's share registrar, within 6 working days after trading on Nepal Stock Exchange Limited before 2082/02/06, will be eligible to attend and vote at the meeting.

9. As per the decision of the Board of Directors, dividends will be distributed only to shareholders registered in the bank's share ledger book as of 2082/02/06 at the registered office.

10. For security reasons, shareholders are requested not to bring bags or similar items to the meeting venue. If necessary, security personnel may conduct checks, and cooperation in this regard is requested.

11. For any other information, please contact the Secretariat of the Board of Directors at the bank's registered office, Kamaladi, Kathmandu (Phone No. 01-5111177/78).

Brief Annual Financial Statement for Fiscal Year 2080/81 as per Section 102(4) of the Companies Act, 2063

Overview of the bank's business in fiscal year 2080/81:

The progress report for fiscal year 2080/81 is summarized as follows:

(Amount in Rs. Ten Lakhs)

Description Ashad End 2081 Ashad End 2080 Growth (Percentage)

Paid-up Capital	14,716	14,716
Deposits	360,537	323,560	11.06
Loan Investments	285,333	229,396	24.39
Investments (excluding Treasury Bills less than	10	51,284	40,470	26.72
Total Assets	417,465	374,840	11.37
Operating Profit	5,034	(1,290)	490.23
Net Profit	3,073	(3,073)

Net Profit/Total Assets (Percentage) 0.74% (0.34%) 317.65

Net Profit/Shareholders' Equity (Return on Equity) (Percentage) 2.38% (1.03%) 331.07

Non-Performing Loans/Total Loan Ratio (Percentage) 3.45% 8.14% (57.62)

Earnings Per Share (Rs)	21.3	(21.3)
During the review period, the bank's total loans decreased by	16.12	239.33	10.06	323.56	8.68	374.84	317.03	657.35	4.51	3.87

INDEPENDENT AUDITOR'S REPORT

TO THE SHAREHOLDERS OF NIC ASIA BANK LIMITED

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of NIC ASIA Bank Limited and its subsidiaries (referred to as the "Group"), which comprise the consolidated statement of financial position as at 32 Ashad 2082 (16 July 2025), and the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of cash flows, consolidated statement of changes in equity for the year 1 Shrawan 2081 to 32 Ashad 2082 (16 July 2025) and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 32 Ashad 2082 (16 July 2025), its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with Nepal Financial Reporting Standards (NFRSs).

Basis for Opinion

We conducted our audit in accordance with Nepal Standards on Auditing (NSAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with ICAN's Handbook of Code of Ethics for professional accountants, together with the ethical requirements that are relevant to our audit of financial statements in Nepal, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAN's Handbook of Code of Ethics for Professional Accountants. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

a) Information Technology (IT) systems and controls impacting financial reporting in relation to the Bank

Key Audit Matter

The Bank's IT environment is complex and comprises a large number of independent and interdependent IT systems used in its operations to process and record a high volume of transactions across numerous locations.

How our audit addressed the key audit matter

In assessing integrity of the IT systems relevant to financial reporting, our team gained an understanding of the Bank's IT infrastructure and systems supporting its financial reporting process for the evaluation and testing of general IT controls and application controls.

We gathered a comprehensive understanding of the IT applications landscape implemented at the Bank. It was followed by process understanding, mapping applications to the same, and understanding the financial risks posed by people, processes, and technology.

We also assessed the operating effectiveness of controls over granting, removal and periodical review of access rights. We further tested the segregation of duties, including preventive controls to ensure that access to change applications, the operating system, or databases in the production environment was granted only to authorized personnel.

Other areas that were assessed under the IT control environment were whether requests for access to systems were appropriately logged, reviewed and authorized. Entity-level controls related to policy and procedure were also part of our audit.

Where deficiencies were identified, we tested compensating controls or performed alternate procedures.

b) Identification and provisioning for non-performing assets ('NPAs') in relation to the Bank

Total Loans and Advances (Net of Provision) as at	32	228,326	32	19,407
(Refer to Notes 3.4,	4.6	4.7

Key Audit Matter

The Guidance Note on Interest Income Recognition 2025, NFRS-9 Expected Credit Loss Related Guidelines 2024, Unified Directives issued by NRB, and provision of NFRSs, along with carve-outs issued by ICAN, prescribe the prudential norms for Income Recognition, Identification, Classification, and Provisioning of Non-Performing Loans and Advances.

The Bank is also required to apply its judgement to determine the identification and provision required against NPAs by applying quantitative as well as qualitative factors.

The risk of NPAs being identified is affected by factors such as stress and liquidity concerns in certain sectors.

The provisioning for identified NPAs is estimated based on ageing and classification of NPAs, recovery estimates, the value of security and other qualitative factors and is subject to the minimum provisioning norms specified by NRB. Further, in line with NFRS-9 (along with the carve-out issued by ICAN) and the Expected Credit Loss (ECL) Related Guidelines, 2024, issued by NRB, impairment is recognized at the higher of the provision as per NRB norms or the impairment loss computed under NFRS-9 ECL requirements.

As at 32 Ashad 2082, the total provision requirement as per NRB norms amounted to NPR 19,407 million while the impairment allowance determined under the NFRS-9 ECL model stood at NPR 14,598 million. In accordance with applicable requirements, the Bank has recognized the higher of the two amounts, i.e., NPR 19,407 million in Expected Credit Loss Related Guidelines, 2024 issued by NRB.

How our audit addressed the key audit matter

Our key procedures included, but were not limited to, the following:

a) Approval of new lending facilities against the Bank's credit policies and the performance of annual loan assessments.

b) Controls over the monitoring of credit quality which amongst other things included; the monitoring of overdue reports, drawing power limits, pending security creation.

c) Identification and classification of NPAs in line with NRB's Directives, the impairment requirement as per NFRS-9 and Expected Credit Loss Related Guidelines, 2024 issued by NRB.

d) Assessment of adequacy of NPA provisions being the higher of NRB norms and the impairment requirement as per NFRS-9 and Expected Credit Loss Related Guidelines, 2024 issued by NRB.

e) To test the identification of loans with default events and other triggers, we selected a sample of performing loans and independently assessed whether there was a need to classify such loans as NPAs.

f) Performed inquiries with the credit and risk departments to ascertain if there were indicators of stress or an occurrence of an event of default in a particular loan account or any product category that needed to be considered as NPA.

g) Held specific discussions with the management of the Bank on sectors where there is perceived credit risk and the steps taken to mitigate the risks in the identified sectors.

h) We tested the accuracy and completeness of the underlying data used in the ECL calculation.

i) Comparing the results of the ECL model against prudential provisioning requirements to ensure the higher of the two was recorded.

j) We assessed the incorporation of forward-looking information and management overlays into the ECL estimate.

Other Matters

As disclosed in Note 2 "Basis of preparation" of the consolidated financial statements, the financial statement of the subsidiary company - NIC ASIA Laghubitta Bittiya Sanstha Limited considered in the consolidated financial statements are certified by the management (not yet audited and approved by the regulatory body), and our opinion on the consolidated financial statements in so far as it relates to the amounts and disclosures included in respect of the subsidiary is based solely on such management certified financial statements.

We did not audit the financial statements of the subsidiary companies "NIC ASIA Capital Limited" and "NIC ASIA Laghubitta Bittiya Sanstha Limited", whose financial statements reflect total assets of NPR 22,396.96 million as at 32 Ashad 2082 (16 July 2025), total net profit after taxes, and net cash flows of NPR (332.18) million and NPR (11.3) million, respectively, for the year ended on 32 Ashad 2082 (16 July 2025). The financial statements have been audited by another auditor and the audit report of one of the subsidiary has been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary companies, is based solely on the report of another auditor.

Our opinion above on the consolidated financial statements, and our report on Other Legal and Regulatory requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the management.

Information other than the Consolidated Financial Statements and Auditor's Report thereon

The Management is responsible for the other information. The other information comprises the information included in the annual report, including the report of the Board of Directors, but does not include the consolidated financial statements and our auditor's report which is expected to be made available to us after the date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with NFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's Responsibility for Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with NSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with NSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

* Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

* Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

* Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

* Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

* Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Other Legal and Regulatory Requirements

We have obtained information and explanations asked for, which, to the best of our knowledge and belief, were necessary for the purpose of our audit. In our opinion, the consolidated statement of financial position as at 32 Ashad 2082 (16 July 2025), the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of cash flows, and the consolidated statement of changes in equity and the consolidated statement of cash flows for the year have been prepared in the format prescribed by the Nepal Rastra Bank Unified Directives No. 4 and in accordance with the requirements of the Companies Act, 2063 and Section 59 of the Banks and Financial Institution Act, 2073 and are in agreement with the books of account maintained by the Bank, and proper books of account as required by law including relevant records relating to the preparation of the aforesaid financial statements have been kept by the Bank. In our opinion, the returns received from the branches were sufficient for the purpose of the audit though these statements were independently audited.

In our opinion, so far as appeared from our examination of the books, the Bank has maintained adequate capital funds and adequate provisions for possible impairment of assets in accordance with the directives of Nepal Rastra Bank.

To the best of our information and according to explanations given to us and so far appeared from our examination of the books of account of the Bank on a sample basis for the purpose of our audit, we have not come across cases where the Board of Directors or any employees of the Bank have acted contrary to the provisions of law relating to the accounts, or committed any misappropriation or caused loss or damage to the Bank and violated any directives of Nepal Rastra Bank or acted in a manner to jeopardize the interest and security of the Bank, its depositors and investors, except for the monetary fine imposed by Nepal Rastra Bank, through its letter to the Board of Directors of the Bank on 1 Poush 2082, on the former Chairman of the Board of Directors and the former Chief Executive Officer of the Bank (office bearer as on 32 Ashad 2082), pursuant to Section 100(2)(ga) of the Nepal Rastra Bank Act, 2058 (including the second amendment of 2073), for non-compliance with the provisions of the Banks and Financial Institutions Act 2073 and/or directives issued by NRB under it.

Shashi Satyal

Partner

PKF T R Upadhya & Co.

Chartered Accountants

124 Lal Colony Marg, Lal Durbar, Kathmandu, Nepal

Date:

UDIN No: 260212CA00008a5myh

Date: 12 February 2026

Consolidated Statement of Financial Position

As on Ashadh end, 2082 (As at July 16, 2025)

Amount in NPR

Group

Current Year Previous Year

Assets

Cash and cash equivalent	20,533,792,025	36,038,477,839
Due from Nepal Rastra Bank	59,224,514,070	16,749,169,067

Placement with Bank and Financial Institutions - -

Derivative financial instruments. 4,985,138,408 3,753,025,095

Other trading assets - 2,800,000

Loan and advances to B/FIs	6,554,208,000	5,049,855,800
Loans and advances to customers	235,990,498,312	286,669,776,735
Investment securities	48,906,805,414	60,582,164,484
Current tax assets	226,538,281	665,469,129

Investment in subsidiaries - -

Investment in associates - -

Investment property	4,643,590,898	4,365,413,819
Property and equipment	4,734,809,214	5,518,403,824
Goodwill and Intangible assets	160,262,228	188,743,743

Deferred tax assets 2,464,486,986 -

Other assets	4,819,404,045	6,466,035,652
Total Assets	393,244,047,878	426,049,334,887

Bank

Current Year Previous Year

Assets

Cash and cash equivalent	16,167,210,109	29,752,769,729
Due from Nepal Rastra Bank	59,224,514,070	16,749,169,067

Placement with Bank and Financial Institutions - -

Derivative financial instruments. 4,985,138,408 3,753,025,095

Other trading assets - 2,800,000

Loan and advances to B/FIs	9,899,208,000	10,949,855,800
Loans and advances to customers	218,426,689,177	271,253,725,413
Investment securities	48,569,988,034	60,089,191,867
Current tax assets	144,082,149	622,252,230
Investment in subsidiaries	1,184,500,000	1,194,500,000

Investment in associates - -

Investment property	4,639,844,432	4,361,667,053
Property and equipment	4,471,532,907	5,233,055,005
Goodwill and Intangible assets	156,282,826	180,728,337

Deferred tax assets 2,316,982,200 -

Other assets	4,653,846,570	6,325,102,705
Total Assets	374,839,818,881	410,467,842,302

Group

Current Year Previous Year

Liabilities

Due to Bank and Financial Institutions 4,908,580,662 5,388,344,213

Due to Nepal Rastra Bank - -

Derivative financial instruments	4,975,247,868	3,746,713,025
Deposits from customers	320,845,896,711	355,070,780,252
Borrowing	17,132,787,364	15,132,620,727

Current Tax Liabilities - -

Provisions 39,669,804 33,187,812

Deferred tax liabilities - 92,303,872

Other liabilities	5,617,100,075	4,597,712,400
Debt securities issued	12,733,174,440	10,737,329,063

Subordinated Liabilities - -

Total liabilities 366,252,456,925 394,798,989,829

Bank

Current Year Previous Year

Liabilities

Due to Bank and Financial Institutions 7,393,949,036 8,340,598,144

Due to Nepal Rastra Bank - -

Derivative financial instruments	4,975,247,868	3,746,713,025
Deposits from customers	319,065,897,444	354,096,864,840
Borrowing	17,132,787,364	15,132,620,727

Current Tax Liabilities - -

Provisions - 238,462,751

Deferred tax liabilities - -

Other liabilities	4,979,895,329	3,788,365,647
Debt securities issued	12,733,174,440	10,737,329,063

Subordinated Liabilities - -

Total liabilities 349,148,164,118 380,948,333,470

Group

Current Year Previous Year

Equity

Share capital 14,917,566,922 14,917,566,922

Share premium - -

Retained earnings	(10,819,958,385)	(2,527,285,743)
Reserves	21,969,271,157	17,765,810,571
Total equity attributable to equity holders	26,066,879,694	30,156,091,751
Non-controlling interest	924,711,259	1,094,253,307
Total equity	26,991,590,953	31,250,345,057
Total liabilities and equity	393,244,047,878	426,049,334,887

Bank

Current Year Previous Year

Equity

Share capital 14,917,566,922 14,917,566,922

Share premium - -

Retained earnings	(10,678,169,841)	(2,666,972,172)
Reserves	21,452,257,682	17,268,914,082
Total equity attributable to equity holders	25,691,654,763	29,519,508,832

Non-controlling interest - -

Total equity	25,691,654,763	29,519,508,832
Total liabilities and equity	374,839,818,881	410,467,842,302

CASH FLOWS FROM FINANCING ACTIVITIES

Group

Current Year Previous Year

Receipt from issue of debt securities 4,990,876,549 -

Repayment of debt securities (3,000,000,000) -

Receipt from issue of subordinated liabilities - -

Repayment of subordinated liabilities - -

Receipt from issue of shares - -

Dividends paid	(5,253,000)	(286,744,240)
Interest paid	(1,008,334,223)	(1,050,529,050)

Other receipt/payment - -

Net cash flow from financing activities	977,289,326	(1,337,273,290)
Net increase (decrease) in cash and cash equivalents	(15,504,685,814)	11,680,761,316
Cash and cash equivalents at Shrawan	1,	2081	36,038,477,839	24,357,716,523

Effect of exchange rate fluctuations on cash and cash equivalents held - -

Cash and cash equivalents at Ashadh end 2082 20,533,792,025 36,038,477,839

Bank

Current Year Previous Year

Receipt from issue of debt securities 4,990,876,549 -

Repayment of debt securities (3,000,000,000) -

Receipt from issue of subordinated liabilities - -

Repayment of subordinated liabilities - -

Receipt from issue of shares - -

Dividends paid - (176,503,240)

Interest paid (1,008,334,223) (1,050,529,050)

Other receipt/payment - -

Net cash flow from financing activities	982,542,326	(1,227,032,290)
Net increase (decrease) in cash and cash equivalents	(13,585,559,620)	9,507,206,287
Cash and cash equivalents at Shrawan	1,	2081	29,752,769,729	20,245,563,442

Effect of exchange rate fluctuations on cash and cash equivalents held - -

Cash and cash equivalents at Ashadh end 2082 16,167,210,109 29,752,769,729

Consolidated Statement of Profit or Loss

For the year ended Ashadh end, 2082 (July 16, 2025)

Amount in NPR

Group

Current Year Previous Year

Interest income	30,481,992,849	40,313,038,700
Interest expense	19,583,784,076	28,714,896,483
Net interest income	10,898,208,773	11,598,142,217
Fees and commission income	1,734,964,825	2,409,826,275
Fees and commission expense	376,291,635	391,109,391
Net fee and commission income	1,358,673,190	2,018,716,884
Net interest, fee and commission income	12,256,881,963	13,616,859,101
Net trading income	162,721,578	128,653,466
Other operating income	327,860,036	603,555,695
Total operating income	12,747,463,577	14,349,068,263
Impairment charge/(reversal) for loans and other losses	10,120,648,320	4,265,807,233
Net operating income	2,626,815,257	10,083,261,030

Operating expense

Personnel expenses	4,529,227,135	4,996,813,623
Other operating expense	2,055,998,664	2,267,880,750
Depreciation & Amortisation	829,619,204	896,933,247
Operating Profit	(4,788,029,747)	1,921,633,410
Non operating income	29,355,641	12,036,792
Non operating expense	1,086,216,939	1,118,682,668
Profit before income tax	(5,844,891,045)	814,987,534

Income tax expense

Current Tax	923,641,369	302,893,413
Deferred Tax	(2,564,386,924)	(85,179,069)
Profit for the period	(4,204,145,489)	597,273,191

Profit attributable to:

Equity holders of the Bank	(4,026,300,820)	690,656,076
Non-controlling interest	(177,919,124)	(93,382,885)
Profit for the period	(4,204,219,945)	597,273,191

Earnings per share

Basic earnings per share	(28.18)	4.00
Diluted earnings per share	(28.18)	4.00
Adjusted earning per share	(28.18)	4.00

Bank

Current Year Previous Year

Interest income	28,690,553,845	38,521,096,744
Interest expense	18,559,976,558	27,757,846,795
Net interest income	10,130,577,287	10,763,249,949
Fees and commission income	1,534,714,695	2,285,551,934
Fees and commission expense	323,924,381	317,496,740
Net fee and commission income	1,210,790,313	1,968,055,194
Net interest, fee and commission income	11,341,367,600	12,731,305,142
Net trading income	162,721,578	128,653,466
Other operating income	127,293,150	412,470,262
Total operating income	11,631,382,329	13,272,428,871
Impairment charge/(reversal) for loans and other losses	9,713,867,718	3,886,810,538
Net operating income	1,917,514,610	9,385,618,333

Operating expense

Personnel expenses	3,830,325,952	4,468,601,550
Other operating expense	1,801,396,825	2,061,810,016
Depreciation & Amortisation	796,150,183	821,503,221
Operating Profit	(4,510,358,349)	2,033,703,545
Non operating income	24,064,145	10,318,074
Non operating expense	1,079,464,477	1,097,300,091
Profit before income tax	(5,565,758,680)	946,721,528

Income tax expense

Current Tax	870,671,025	207,144,958
Deferred Tax	(2,564,386,924)	38,078,940
Profit for the period	(3,872,042,781)	701,497,630

Profit attributable to:

Equity holders of the Bank (3,872,042,781) 701,497,630

Non-controlling interest - -

Profit for the period (3,872,042,781) 701,497,630

Earnings per share

Basic earnings per share	(25.96)	4.70
Diluted earnings per share	(25.96)	4.70
Adjusted earning per share	(25.96)	4.70

Consolidated Statement of Cash Flow Statement

For The Period ended Ashadh 2082

Amount in NPR

Group

Current Year Previous Year

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received	19,460,518,824	31,354,245,403
Fees and other income received	1,677,579,171	2,341,019,261

Dividend received - -

Receipts from other operating activities	311,073,158	366,502,742
Interest paid	(15,195,659,908)	(25,342,719,890)
Commission and fees paid	(376,291,635)	(358,010,737)
Cash Payment to Employees	(4,369,344,595)	(4,418,883,092)
Other expense paid	(2,279,869,721)	(3,615,046,071)
Operating cash flows before changes in operating assets and liabilities	(771,994,706)	327,107,616

(Increase)/Decrease in Operating Assets

Due from Nepal Rastra Bank (42,475,345,002) 3,694,171,588

Placement with bank and financial institutions - -

Other trading assets	2,800,000	2,624,208
Loan and advances to bank and financial institutions	(1,504,352,198)	1,015,686,541
Loans and advances to customers	45,221,724,679	(10,664,029,560)
Other assets	657,859,939	(778,736,269)

Increase/(Decrease) in operating liabilities

Due to bank and financial institutions (479,763,551) 1,962,441,510

Due to Nepal Rastra Bank - -

Deposit from customers	(37,125,032,069)	39,992,329,073
Borrowings	2,000,166,637	1,397,711,243
Other liabilities	2,882,017,671	(1,947,510,579)
Net cash flow from operating activities before tax paid	(31,591,918,600)	35,001,795,372
Income taxes paid	(322,092,638)	(636,748,260)
Net cash flow from operating activities	(31,914,011,238)	34,365,047,113

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment securities - (26,080,127,916)

Receipts from sale of investment securities	11,917,162,560	338,269,082
Purchase of property and equipment	(15,992,950)	(800,699,309)
Receipt from the sale of property and equipment	5,328,061	2,741,795
Purchase of intangible assets	(18,500,776)	(87,508,886)

Receipt from the sale of intangible assets - -

Purchase of investment properties - -

Receipt from the sale of investment properties - 1,217,994,901

Interest received	3,438,200,465	3,866,693,522
Dividend received	105,838,739	195,624,304
Net cash used in investing activities	15,432,036,098	(21,347,012,507)

Bank

Current Year Previous Year

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received	17,570,544,499	29,228,037,738
Fees and other income received	1,477,329,041	2,216,744,920

Dividend received - -

Receipts from other operating activities	111,775,636	176,011,774
Interest paid	(14,171,852,390)	(24,385,670,201)
Commission and fees paid	(323,924,381)	(284,398,087)
Cash Payment to Employees	(3,689,090,312)	(3,908,068,180)
Other expense paid	(1,925,655,261)	(2,637,657,172)
Operating cash flows before changes in operating assets and liabilities	(950,873,169)	405,000,791

(Increase)/Decrease in Operating Assets

Due from Nepal Rastra Bank (42,475,345,002) 3,694,171,588

Placement with bank and financial institutions - -

Other trading assets	2,800,000	(740,000)
Loan and advances to bank and financial institutions	1,050,647,800	(983,377,853)
Loans and advances to customers	47,376,234,954	(13,207,358,314)
Other assets	1,285,401,360	(574,648,823)

Increase/(Decrease) in operating liabilities

Due to bank and financial institutions (946,649,107) 4,367,936,505

Due to Nepal Rastra Bank - -

Deposit from customers	(37,931,115,925)	40,828,059,485
Borrowings	2,000,166,637	1,397,711,243
Other liabilities	2,882,017,671	(1,947,510,579)
Net cash flow from operating activities before tax paid	(31,591,918,600)	35,001,795,372
Income taxes paid	(335,115,291)	(640,986,868)
Net cash flow from operating activities	(31,914,011,238)	34,365,047,113

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of investment securities - (26,054,990,915)

Receipts from sale of investment securities	11,769,842,616	348,269,082
Purchase of property and equipment	(4,596,441)	(796,427,983)
Receipt from the sale of property and equipment	5,328,061	2,741,795
Purchase of intangible assets	(22,536,780)	(87,095,701)

Receipt from the sale of intangible assets - -

Purchase of investment properties - -

Receipt from the sale of investment properties - 1,217,994,901

Interest received	3,438,200,465	3,866,693,522
Dividend received	199,084,880	343,986,120
Net cash used in investing activities	15,385,322,801	(21,158,829,178)

Consolidated Statement of Other Comprehensive Income

For the year ended Ashadh end, 2082 (July 16, 2025)

Amount in NPR

Group

Current Year Previous Year

Profit for the year (4,204,145,489) 2,008,271,851

Other comprehensive income, net of income tax

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

- Gains/(losses) from investments in equity instruments measured at fair value 241,803,489 (20,665,446)

- Gains/(losses) on revaluation - -

- Actuarial gains/(losses) on defined benefit plans (177,512,052) -

- Income tax relating to above items	(19,287,431)	6,199,634
Net Other Comprehensive Income that will not be reclassified to profit or loss	45,004,006	(14,465,812)

b) Items that are or may be reclassified to profit or loss

- Gains/(losses) on cash flow hedge - -

- Exchange gains/(losses) (arising from translating financial assets of foreign operation) - -

- Income tax relating to above items - -

- Reclassify to profit or loss - -

Net Other Comprehensive Income that are or may be reclassified to profit or loss - -

c) Share of other comprehensive income of associate accounted as per equity method - -

Other comprehensive income for the period, net of income tax	45,004,006	(14,465,812)
Total comprehensive income for the period	(4,159,141,484)	1,993,806,039

Total comprehensive income attributable to:

Equity holders of the Bank	(3,981,222,359)	1,867,038,773
Non-controlling interest	(177,919,124)	126,767,266
Total comprehensive income for the period	(4,159,141,484)	1,993,806,039

Bank

Current Year Previous Year

Profit for the year (3,872,042,781) 701,497,630

Other comprehensive income, net of income tax

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

- Gains/(losses) from investments in equity instruments measured at fair value 240,638,784 51,430,221

- Gains/(losses) on revaluation - -

- Actuarial gains/(losses) on defined benefit plans	(177,512,052)	17,287,290
- Income tax relating to above items	(18,938,020)	(20,615,253)
Net Other Comprehensive Income that will not be reclassified to profit or loss	44,188,712	48,102,258

b) Items that are or may be reclassified to profit or loss

- Gains/(losses) on cash flow hedge - -

- Exchange gains/(losses) (arising from translating financial assets of foreign operation) - -

- Income tax relating to above items - -

- Reclassify to profit or loss - -

Net Other Comprehensive Income that are or may be reclassified to profit or loss - -

c) Share of other comprehensive income of associate accounted as per equity method - -

Other comprehensive income for the period, net of income tax	44,188,712	48,102,258
Total comprehensive income for the period	(3,827,854,069)	749,599,888

Total comprehensive income attributable to:

Equity holders of the Bank (3,827,854,069) 749,599,888

Non-controlling interest - -

Total comprehensive income for the period (3,827,854,069) 749,599,888

Statement of Changes in Equity

For The Period ended Ashadh 2082

Amount in NPR

Particulars Share Capital Share Premium General Reserve Exchange Equalisation Regulatory Reserve Fair Value Reserve Revaluation Reserve Retained Earning Other Reserve Total Non-controlling Interest Total Equity

Balance as at Shrawan	1,	2080	11,564,005,366	5,478,016,797	48,528,936	3,522,160,842	497,192,634	3,534,225,906	4,746,825,375	29,390,955,856	29,390,955,856
Adjustment/Restatement - - - - - - -	(444,543,673)	(444,543,673)	(444,543,673)
Adjusted/Restated Balance at Shrawan	1,	2080	11,564,005,366	5,478,016,797	48,528,936	3,522,160,842	497,192,634	3,089,682,233	4,746,825,375	28,946,412,183	28,946,412,183

Comprehensive Income for the year

Profit for the year - - - - - - - 701,497,630 - 701,497,630 - 701,497,630

Other Comprehensive income, net of tax

Gains/(losses) from investments in equity instruments measured at fair value - -	40,007,140	(164,034,544)	160,028,559	36,001,155	36,001,155
Gains/(losses) on revaluation - - - - - - - -	12,101,103	12,101,103	12,101,103

Actuarial gains/(losses) on defined benefit plans - - - - - - - - - - - -

Gains/(losses) on cash flow hedge - - - - - - - - - - - -

Exchange gains/(losses) (arising from translating financial assets of foreign operation) - - - - - - - - - - - -

Total comprehensive income for the year - -	40,007,140	(164,034,544)	861,526,189	12,101,103	749,599,888	749,599,888
Transfer to reserve during the year - - - -	993,249,663	1,954,057,987	3,088,115,799	3,088,115,799
Transfer from the reserve during the year - -	140,299,526	508,623	(3,088,115,799)	(3,088,115,799)	(3,088,115,799)

Transactions with owners, directly recognized in equity

Share issued - - - - - - - - - - - -

Share based payments - - - - - - - - - - - -

Dividends to equity holders:

Bonus Shares issued	3,353,561,556	(3,353,561,556)
Cash Dividend Paid - - - - - - -	(176,503,240)	(176,503,240)	(176,503,240)

Other - - - - - - - - - - - -

Total contributions by and distributions:	3,353,561,556	(3,530,064,796)	(176,503,240)	(176,503,240)
Balance as at Ashadh End,	2081	14,917,566,922	5,658,323,463	49,037,559	4,515,410,505	333,158,090	(2,646,972,172)	6,712,984,465	29,519,508,832	29,519,508,832
Balance as at Shrawan	1,	2081	14,917,566,922	5,658,323,463	49,037,559	4,515,410,505	333,158,090	(2,646,972,172)	6,712,984,465	29,519,508,832	29,519,508,832

Adjustment/Restatement - - - - - - - - - - - -

Adjusted/Restated Balance at Shrawan 1, 2081 14,917,566,922 - 5,658,323,463 49,037,559 4,515,410,505 333,158,090 - (2,646,972,172) 6,712,984,465 29,519,508,831 - 29,519,508,831

Comprehensive Income for the year

Profit for the year - - - - - - - (3,872,042,781) - (3,872,042,781) - (3,872,042,781)

Other Comprehensive income, net of tax

Gains/(losses) from investments in equity instruments measured at fair value - -	4,664,821	145,123,042	18,659,285	168,447,149	168,447,149
Gains/(losses) on revaluation - - - - - - - -	(124,258,436)	(124,258,436)	(124,258,436)

Actuarial gains/(losses) on defined benefit plans - - - - - - - - - - - -

Gains/(losses) on cash flow hedge - - - - - - - - - - - -

Exchange gains/(losses) (arising from translating financial assets of foreign operation) - - - - - - - - - - - -

Total comprehensive income for the year - -	4,664,821	145,123,042	(3,853,383,496)	(124,258,436)	(3,827,854,069)	(3,827,854,069)
Transfer to reserve during the year - - -	1,422,688	2,713,455,462	1,442,936,023	4,157,814,173	4,157,814,173
Transfer from the reserve during the year - - - - - - -	(4,157,814,173)	(4,157,814,173)	(4,157,814,173)

Transactions with owners, directly recognized in equity

Share issued - - - - - - - - - - - -

Share based payments - - - - - - - - - - - -

Dividends to equity holders:

Bonus Shares issued - - - - - - - - - - - -

Cash Dividend Paid - - - - - - - - - - - -

Other - - - - - - - - - - - -

Total contributions by and distributions: - - - - - - - - - - - -

Balance as at Ashadh End, 2082 14,917,566,922 - 5,662,988,284 50,460,248 7,228,865,966 478,281,132 - (10,678,169,841) 8,031,662,051 25,691,654,762 - 25,691,654,763