सिद्धार्थ बैंक लिमिटेडको २५औं वार्षिक साधारण सभा सम्बन्धी सूचनाSiddhartha Bank Limited: 25th Annual General Meeting Notice

Notice to the Shareholders of Siddhartha Bank Limited

Date of Publication of Notice: 2083/06/06

Dear Shareholders,

As per the decision of the 483rd meeting of the Board of Directors of this Bank held on 2083 Ashwin 05 (corresponding to 29 September, 2026), the Twenty-Fifth Annual General Meeting of the Bank is scheduled to be held on the following date, time, and venue to discuss and decide on the following matters. This notice is published for the information and presence of all shareholders in accordance with Section 67 of the Companies Act, 2063.

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

Date: 2083 Ashwin 28, Wednesday (corresponding to 14 October, 2026).

Venue: Army Officers' Club, Bhadrakali, Kathmandu.

Meeting Start Time: 09:00 AM (The attendance register will be open from 8:00 AM onwards.)

Agenda for Discussion:

(A) Ordinary Resolutions

1. To discuss and approve the Twenty-Fifth Annual Report of the Board of Directors for the fiscal year 2082/83.

2. To discuss and approve the Balance Sheet as of 2083 Ashadh end, along with the Auditor's Report, the Profit and Loss Account for the period from 2082 Shrawan 1 to 2083 Ashadh end, the Cash Flow Statement for the same period, the Statement of Changes in Equity, and the related schedules.

3. To discuss and approve the Consolidated Financial Statement of the Bank, including the financial statements of the Bank's subsidiary company "Siddhartha Capital Limited" for the fiscal year 2082/83.

4. To appoint the external auditor for the fiscal year 2083/84 and fix their remuneration as per the recommendation of the Audit Committee of the Bank, in accordance with Section	111	2063	63
5. To approve the distribution of cash dividend (including for tax purposes) of	8.25	136	2083,

6. To approve the distribution of 10 percent cash dividend (including bonus shares and cash dividend tax purposes) amounting to Rs. 1,40,94,47,920/- (in words: One Billion Forty Crore Ninety-Four Lakh Forty-Seven Thousand Nine Hundred Twenty Rupees only) from the distributable profit maintained as of 2083 Ashadh end, on the Bank's ordinary share capital of Rs. 14,09,44,79,195/- (in words: Fourteen Billion Nine Crore Forty-Four Lakh Seventy-Nine Thousand One Hundred Ninety-Five Rupees only), as proposed by the Board of Directors.

(B) Special Resolutions

1. To approve the amendments made in the Memorandum of Association regarding the alteration of the Bank's issued and paid-up capital in the previous year, as per the directive received from Nepal Rastra Bank dated 2082/10/28.

2. To issue bonus shares equivalent to Rs. 1,40,94,47,920/- (in words: One Billion Forty Crore Ninety-Four Lakh Forty-Seven Thousand Nine Hundred Twenty Rupees only) at the rate of 10 percent of the ordinary share capital of Rs. 14,09,44,79,195/- (in words: Fourteen Billion Nine Crore Forty-Four Lakh Seventy-Nine Thousand One Hundred Ninety-Five Rupees only) from the capital adjustment fund to the ordinary shareholders, as proposed by the Board of Directors.

3. To amend/add/modify the Memorandum of Association and Articles of Association of the Bank to incorporate matters including the capital increase resulting from the issuance of bonus shares.

4. To delegate authority to the Board of Directors or any official designated by the Board of Directors to make necessary additions, modifications, amendments, language corrections, and other improvements if any directives or suggestions are received from regulatory bodies such as Nepal Rastra Bank, Office of the Company Registrar, Securities Board of Nepal, etc., during the process of approval and recording of the amendments to the Memorandum of Association and Articles of Association as proposed above.

5. To approve the expenses incurred by the Bank under Corporate Social Responsibility (CSR) in the fiscal year 2082/83 for the purpose of Section 105 (1) (c) of the Companies Act, 2063.

(C) Miscellaneous

By Order of the Board of Directors

Company Secretary

Brief Information Regarding the Annual General Meeting

1. For the purpose of the Annual General Meeting, the Share Register and Preference Share Register of the Bank will remain closed for 1 (one) day on 2083 Ashwin 16. Ordinary shareholders whose shares have been allotted before that date or traded on Nepal Stock Exchange Limited before that date and whose names are maintained in the Shareholder Register of the Bank shall be eligible to attend, participate, and vote in the meeting.

2. Shareholders may attend, participate, and vote in the meeting either in person or through a proxy. In the case of minor shareholders, the guardian of the minor or a proxy appointed by the guardian may attend, participate, and vote in the meeting. Only the person whose name is registered as a guardian in the Shareholder Register of the Bank shall be recognized as the guardian.

3. In case of shares held jointly in the name of more than one person, the vote or proxy form submitted by the joint shareholder nominated by such joint shareholders, or in the absence of such nomination, by the person whose name appears first in the Shareholder Register of the Bank, shall be valid.

4. A shareholder wishing to appoint a proxy to attend, participate, and vote in the meeting may appoint only another shareholder of the Bank as a proxy.

5. The shareholder appointing a proxy must submit the proxy form to the Bank's Share Registrar, Siddhartha Capital Limited, Narayanchaur, Naxal, Kathmandu, at least 48 hours before the commencement of the meeting.

6. Having appointed a proxy, if the proxy form is submitted to the Bank's Share Registrar Siddhartha Capital Ltd.,

Consolidated Statement of Other Comprehensive Income

Particulars Note Group	This Year Group	Previous Year Bank	This Year Bank	Previous Year
From	1	2082	32	2083
Amount in Rs.
Profit for the year |	3,526,491,407	3,434,377,505	3,478,366,575	3,366,594,282
Other comprehensive income after tax |	(285,209,627)	97,299,988	(285,461,852)	93,138,281

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

Gains/(losses) on financial assets measured at fair value through OCI |	(374,684,208)	149,279,085	(375,044,529)	143,333,789
Revaluation gain/(loss) |	-	-	-	-
Actuarial gains/(losses) on defined benefit plans |	(32,849,982)	(215,937,537)	(32,849,982)	(215,937,537)
Income tax relating to items that will not be reclassified |	122,324,563	163,958,440	122,432,659	165,742,029
Net other comprehensive income not reclassified to profit or loss |	(285,209,627)	97,299,988	(285,461,852)	93,138,281

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

Gains/(losses) on cash flow hedges |	-	-	-	-
Exchange differences on translating foreign operations |	-	-	-	-
Income tax relating to items that are or may be reclassified |	-	-	-	-
Other comprehensive income reclassified to profit or loss |	-	-	-	-
Net other comprehensive income that are or may be reclassified |	-	-	-	-
c) Share of other comprehensive income of associate accounted for using equity method |	-	-	-	-
Other comprehensive income for the year, net of tax |	(285,209,627)	97,299,988	(285,461,852)	93,138,281
Total comprehensive income for the year |	3,241,281,780	3,531,677,493	3,192,904,723	3,459,732,563

Total comprehensive income attributable to: | |

Equity holders of the Bank |	3,202,583,022	3,484,554,227	3,192,904,723	3,459,732,563
Non-controlling interest |	38,698,758	47,123,266	-	-
Total comprehensive income |	3,241,281,780	3,531,677,493	3,192,904,723	3,459,732,563
Consolidated Statement of Cash Flows
From	1	2082	32	2083

Amount in Rs.

Particulars Group This Year Group Previous Year Bank This Year Bank Previous Year

CASH FLOWS FROM OPERATING ACTIVITIES | |

Interest income	17,120,960,791	19,504,033,841	17,123,142,079	19,504,666,879
Fees and other income	2,656,487,243	2,219,852,097	2,443,436,217	2,097,288,147
Dividend income	-	-	-	-
Other operating income	646,838,882	832,778,661	647,294,542	831,130,188
Interest expense	(10,766,174,411)	(12,695,549,896)	(10,771,403,584)	(12,700,752,139)
Commission and fee expense	(575,855,239)	(486,374,908)	(546,296,002)	(455,773,415)
Personnel expenses	(2,980,193,583)	(2,875,859,220)	(2,914,914,246)	(2,810,425,203)
Other expenses	(1,256,493,691)	(1,105,755,996)	(1,223,508,528)	(1,073,492,688)
Operating cash flows before changes in operating assets and liabilities	8,645,569,993	7,473,124,578	8,757,750,577	7,392,641,765

(Increase)/decrease in operating assets | |

Balances with Nepal Rastra Bank	(909,611,823)	(5,422,043,136)	(909,611,823)	(5,422,043,136)
Due from banks and financial institutions	(8,361,080,271)	(843,111,039)	(8,361,080,271)	(843,111,039)
Other trading assets	(5,663,397)	24,083,924	200,625	18,726,165
Loans and advances to banks and financial institutions	(694,252,467)	(2,412,006,028)	(694,252,467)	(2,412,006,028)
Loans and advances to customers	(21,631,302,985)	(20,274,762,710)	(21,631,302,985)	(20,274,762,710)
Other assets	459,082,911	512,312,516	461,600,318	511,051,314

(31,142,828,032) (28,416,526,470) (31,134,446,604) (28,422,073,433)

Increase/(decrease) in operating liabilities | |

Due to banks and financial institutions	1,385,209,964	(485,634,646)	1,385,209,964	(485,634,646)
Due to Nepal Rastra Bank	(78,384,557)	-	(78,384,557)	-
Deposits from customers	46,604,781,754	39,023,739,298	46,655,032,690	38,992,285,805
Borrowings	(3,393,165,948)	(125,278,627)	(3,393,165,948)	(125,278,627)
Other liabilities	(397,027,516)	(165,622,733)	(403,811,922)	(169,919,741)
Net cash flows from operating activities before tax	17,824,155,658	15,303,801,401	17,828,176,181	15,182,021,124
Income tax paid	(1,588,801,358)	(1,682,709,576)	(1,565,248,856)	(1,647,115,451)
Net cash flows from operating activities	16,235,354,300	13,621,091,825	16,262,927,325	13,534,905,673

Statement of Changes in Equity

As of Ashad End 2083

Amount in Rs.

Bank

For Ordinary Shareholders of the Bank

Share Capital Share Premium Statutory General Reserve Exchange Fluctuation Fund Regulatory Reserve Fair Value Reserve Revaluation Reserve Retained Earnings Other Funds Total Non-Controlling Interest Total Equity

14,089,980,110 - 5,030,176,188 98,384,933 1,640,179,760 2,206,931,715 - 580,361,617 4,423,279,078 25,069,293,478 - 25,069,293,478

14,089,980,110 - 5,030,176,188 98,384,933 1,640,179,760 2,206,931,715 - 580,361,617 4,423,279,078 25,069,293,478 - 25,069,293,478

- - - - - - - 3,366,594,282 - 3,366,594,282 - 3,366,594,282

- - - - - 100,333,652 - - - 100,333,652 - 100,333,652

- - - - - - - - (151,156,276) (151,156,276) - (151,156,276)

- - - - - 100,333,652 - 3,366,594,282 (151,156,276) 3,315,771,658 - 3,315,771,658

- - 769,292,793 13,270,673 176,751,263 - - (2,454,311,069) 1,495,996,340 - - -

- - - - (428,951,290) (335,908,777) - 908,820,972 - 143,960,905 - 143,960,905

- - - - - - - (563,599,208) - (563,599,208) - (563,599,208)

- - - - - - - (563,599,208) - (563,599,208) - (563,599,208)

14,089,980,110 - 5,799,468,980 111,655,607 1,387,979,729 1,971,356,590 - 1,837,866,593 5,767,119,142 30,965,426,830 - 30,965,426,830

14,089,980,110 - 5,799,468,980 111,655,607 1,387,979,729 1,971,356,590 - 1,837,866,593 5,767,119,142 30,965,426,830 - 30,965,426,830

14,089,980,110 - 5,799,468,980 111,655,607 1,387,979,729 1,971,356,590 - 1,837,866,593 5,767,119,142 30,965,426,830 - 30,965,426,830

- - - - - - - 3,478,366,575 - 3,478,366,575 - 3,478,366,575

- - - - - (262,531,170) - - - (262,531,170) - (262,531,170)

- - - - - - - - (22,994,987) (22,994,987) - (22,994,987)

- - - - - (262,531,170) - 3,478,366,575 (22,994,987) 3,192,840,417 - 3,192,840,417

- - 695,716,186 33,788,220 233,197,000 - - (2,167,098,132) 1,204,396,726 - - -

- - - - - (150,047) - 214,353 - 64,306 - 64,306

3,500,000,000 - - - - - - - - 3,500,000,000 - 3,500,000,000

704,499,009 - - - - - - (704,499,009) - - - -

- - - - - - - (779,175,905) - (779,175,905) - (779,175,905)

4,204,499,009 - - - - - - (1,483,674,914) - 2,720,824,095 - 2,720,824,095

18,294,479,119 - 6,495,185,166 145,443,826 1,621,176,730 1,708,675,373 - 1,665,674,474 6,948,520,879 36,879,155,647 - 36,879,155,647

Purchase of Property and Equipment	(169,822,287)	(174,341,160)	(149,884,278)	(166,176,959)
Receipts from Sale of Property and Equipment	2,716,577	4,504,821	2,716,577	4,504,821
Purchase of Intangible Assets	(26,622,803)	(12,548,363)	(26,622,803)	(12,548,363)
Receipts from Sale of Intangible Assets	-	-	-	-
Purchase of Investment Property	-	-	-	-
Receipts from Sale of Investment Property	-	-	-	-
Interest Income	2,566,491,261	2,727,310,318	2,560,511,362	2,715,422,057
Dividend Income	417,703,333	207,226,702	389,661,826	203,022,957
Net Cash Flow from Investment Activities	(22,959,008,007)	(3,842,011,954)	(23,004,290,494)	(3,852,821,339)
Cash Flow from Financial Activities
Receipts from Issue of Debentures	2,500,000,000	-	2,500,000,000	-
Repayment of Debentures	(2,162,559,000)	-	(2,162,559,000)	-
Receipts from Unsecured Subordinated Term Debt	-	-	-	-
Repayment of Unsecured Subordinated Term Debt	-	-	-	-
Receipts from Share Issue (Non-redeemable Non-cumulative Preference Shares)	3,500,000,000	-	3,500,000,000	-
Dividend Paid	(839,175,905)	(563,599,208)	(779,175,905)	(563,599,208)
Interest Paid	(1,231,499,632)	(1,171,519,568)	(1,231,499,632)	(1,171,519,568)
Other Receipts and Payments	-	-	-	-
Net Cash Flow from Financial Activities	1,766,765,462	(1,735,118,776)	1,826,765,462	(1,735,118,776)
Net Increase/(Decrease) in Cash and Cash Equivalents	(4,956,896,245)	7,913,961,017	(4,914,597,708)	7,946,947,558
Opening Balance of Cash and Cash Equivalents	30,796,901,868	22,749,858,038	30,739,759,143	22,739,728,891
Effect of Exchange Rate Changes on Cash and Cash Equivalents	135,152,879	53,082,694	135,152,879	53,082,694
Closing Balance of Cash and Cash Equivalents	25,975,158,502	30,796,901,868	25,960,314,314	30,739,759,143

Profit/Loss Appropriation Table

As of Ashad End 2083

As per Nepal Rastra Bank Directives

Amount in Rs.
Particulars This Year Past Year
Net Profit/(Loss) as per Profit and Loss Statement	3,478,366,575	3,366,594,282
Appropriations:
1. General Reserve	(695,716,186)	(679,292,793)
2. Exchange Fluctuation Fund	(33,788,220)	(13,270,673)
3. Capital Redemption Reserve	(1,100,000,000)	(1,460,526,500)
4. Corporate Social Responsibility Fund	3,192,315	(4,569,840)
5. Employees Training Fund	-	-
6. Others	-	-
a) Investment Adjustment Fund	-	(30,000,000)
b) Profit/(Loss) up to previous FY on shares/mutual funds measured at fair value through other comprehensive income matured in this FY	24,353	479,861,682
Profit/(Loss) before Regulatory Adjustments	1,652,268,837	1,568,904,158
Regulatory Adjustments:
1. Interest Receivable (-)/Previous Interest Receivable Received (+)	(93,066,005)	331,730,735
2. Short Loan Loss Provisioning (-)/Reversal (+)	-	-
3. Short Provisioning for Possible Investment Loss (-)/Reversal (+)	-	-
4. Short Provisioning for Non-Banking Assets (-)/Reversal (+)	(83,622,127)	9,720,555
5. Deferred Tax Asset Recognition (-)/Reversal (+)	(12,615,451)	(25,594,987)
6. Goodwill Recognition (-)/Impairment in Goodwill (+)	-	-
7. Gain on Bargain Purchase Recognition (-)/Reversal (+)	-	-
8. Actuarial Loss Recognition (-)/Reversal (+)	(22,914,987)	(151,156,276)
9. Others (Interest Capitalized Term Loan)	(20,898,430)	-
Distributable Profit/Loss from Current Year's Net Profit	1,419,071,837	1,721,104,184
Dividend on Non-redeemable Non-cumulative Preference Shares for FY 2082-083 (Proportionate)	(107,589,041)	-
Opening Retained Earnings of Financial Year	1,837,866,593	580,361,617
Adjustments (-/+)	-	-
Appropriations:
Bonus Shares Issued	(704,499,009)	-
Cash Dividend Paid	(779,175,905)	(563,599,208)
Total Distributable Profit/Loss	1,665,674,474	1,837,866,593

Earnings/(Loss) Per Share (Annualised) 11.26% 13.04%

Notice Regarding Book Closure

... Limited's ... Annual General Meeting scheduled to be held on Ashwin 28, 2083 (corresponding to October 14, 2026), the Shareholder Registration Book of the Bank for ordinary shares will remain closed on ... 2083 (for one day). We request all concerned to note that only shareholders whose names are registered in the Bank's Shareholder Register before that date through share allotment or trading on Nepal Stock Exchange will be eligible to attend, participate, and vote in the meeting.

For the purpose of cash dividend of "...25% Non-Cumulative Irredeemable Preference Shares", the registration book will remain closed on Ashwin 16, 2083 (for one day). We request all concerned to note this.