Swabalamban Laghubitta Calls 24th AGM with Dividend and Merger Proposals

16th December 2025, Kathmandu

Swabalamban Laghubitta Bittiya Sanstha Limited, a prominent national-level microfinance institution in Nepal, has officially announced the convening of its 24th Annual General Meeting (AGM). The announcement follows a strategic meeting of the company’s Board of Directors held on December 15, 2025 (Mangsir 29, 2082). This assembly is a critical event for the institution, as it will address several transformative proposals including a dividend distribution, a significant shift in its ownership structure, and the potential for a future merger with another financial institution.

Swabalamban Laghubitta Calls AGM

The 24th AGM is scheduled to take place on January 9, 2025 (Poush 25, 2082) (Friday), corresponding to early January 2026. The proceedings will commence at 11:00 AM at Lisara Reception, located in Naxal, Kathmandu. As the institution approaches a new era of growth and regulatory alignment, this meeting provides a formal platform for shareholders to review the past years performance and vote on the strategic path forward.

Dividend Proposals and Capital Strengthening

One of the primary highlights of the upcoming AGM is the formal approval of the dividend distribution for the Fiscal Year 2024/25. Despite the challenging economic landscape that has impacted the microfinance sector globally and locally, Swabalamban Laghubitta has proposed a return to its investors that balances immediate cash rewards with long-term capital expansion.

Bonus Shares: The Board of Directors has proposed a distribution of 5.6365 percent in the form of bonus shares. This component is vital for the company as it allows the capitalization of retained earnings, thereby increasing the institutions paid-up capital and enhancing its lending capacity in rural and underserved areas.

Cash Dividend: To provide direct liquidity to its shareholders, the board has also proposed a 4.3635 percent cash dividend. This figure is inclusive of the applicable taxes on both the bonus and cash components, meaning the company will handle the tax withholding on behalf of the shareholders.

Financial Impact: If approved by the AGM, these dividends will be distributed to eligible shareholders, rewarding their continued trust in the institution while reinforcing the financial foundations of the company for future operations.

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Strategic Shift in Ownership and Merger Authority

Beyond the financial returns, the 24th AGM will deliberate on several special proposals that signal a major shift in the institutions corporate identity and strategic posture.

Ownership Structure Adjustment: A highly significant agenda item is the proposal to convert 9 percent of the existing founder shares into public shares. Currently, the institution maintains a founder-to-public shareholding ratio of 60:40. By converting a portion of the promoter shares, the institution aims to adjust this ratio to 51:49. This move is expected to increase the market liquidity of the company’s stock and align its ownership structure with modern regulatory preferences that favor a broader public participation in financial institutions.

Merger and Acquisition Mandate: Reflecting the ongoing consolidation trend in the Nepalese microfinance sector, the AGM will seek to grant broad authorization to the Board of Directors to explore and execute a merger or acquisition. This includes identifying a suitable financial institution for a merger, conducting the necessary due diligence, and negotiating the share swap ratio. Furthermore, the board will seek the authority to amend the Memorandum of Association and the Articles of Association to reflect any changes resulting from the restructuring or a potential merger. This ensures the company can act swiftly and decisively to capture strategic growth opportunities.

Financial Governance and Shareholder Eligibility

The assembly will also focus on the essential tasks of statutory governance. Shareholders will review and vote upon the annual report, the auditor’s report, and the full financial statements for the previous fiscal year, including the balance sheet and cash flow statements. This provides an opportunity for investors to scrutinize the institutions asset quality, especially its Non-Performing Loan (NPL) ratio, which has been a point of focus for the entire sector.

To facilitate the AGM and the distribution of the proposed dividends, Swabalamban Laghubitta has announced a book closure date for December 28, 2025 (Poush 13, 2082). Only those shareholders who are officially registered in the records of the Nepal Stock Exchange (NEPSE) as of December 24, 2025 (Poush 9, 2082), will be eligible to participate in the 24th AGM and receive the approved dividend payments.

In conclusion, the 24th Annual General Meeting marks a pivotal milestone for Swabalamban Laghubitta. By addressing dividend distributions, fundamental share restructuring, and potential merger activities, the institution is positioning itself for enhanced shareholder value and sustainable growth in a competitive and evolving financial market.

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