Nepal Clearing House Limited issues a Notice for its 14th AGM

27th November 2025, Kathmandu

Nepal Clearing House Limited (NCHL) has issued notice for its 14th Annual General Meeting (AGM), which is scheduled to take place on 3rd Poush 2082 (Thursday, December 18, 2025).

NCHL issues AGM Notice

This meeting is crucial for the company, as it will cover the approval of the financial statements for the last fiscal year and the distribution of dividends, along with strategic changes to the company’s capital structure and governance.

The AGM will be held at the Kathmandu Marriott Hotel in Naxal, Kathmandu, commencing at 11:45 AM.

Ordinary Business on the Agenda

The initial portion of the AGM, termed Ordinary Business, focuses on the mandatory review and approval of the company’s performance and compliance requirements for the concluded fiscal year.

Directors’ Report and Financial Statements: Shareholders will be asked to approve the board of directors’ report for the fiscal year 2081/82. This report provides an overview of the company’s operational activities and strategic accomplishments during the period. Following this, the meeting will approve the company’s financial statements, which include the audit report, balance sheet, and profit and loss account for the same fiscal year. Approval of these documents formally validates the company’s financial performance.

Cash Dividend Approval: The AGM will approve a 0.789 percent cash dividend totaling 10,006,657 rupees. This cash distribution is specifically allocated to cover the tax liability arising from the issuance of bonus shares, ensuring that the recipients of the bonus shares are not unduly burdened with the tax payment.

Auditor Appointment: The assembly will address the appointment of external auditors for the upcoming fiscal year, 2082/83, and determine their remuneration. The current auditors, J.B. Rajbhandari & Divins, are noted as being eligible for reappointment, subject to shareholder approval.

Director Election: An important governance item involves the election of directors on behalf of the shareholders in Group “Kha-2” and “Kha-3” as specified by the company bylaws. This process ensures proportional representation and shareholder involvement in the company’s executive governance structure.

Special Business and Strategic Approvals

The Special Business segment of the AGM is dedicated to ratifying significant decisions related to the company’s capital and charter amendments, reflecting the NCHL’s strategic growth trajectory.

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Bonus Share Approval: The meeting will approve a 15 percent bonus shares distribution for the board members. The number of shares to be issued as bonus shares is approximately 1,902,406 shares, after necessary rounding. This stock dividend is a key mechanism for capitalizing the company’s earnings and rewarding key stakeholders.

Memorandum Amendment: Following the approval of the bonus share issuance, the AGM must approve the amendment of the company’s memorandum. This amendment is necessary to formally reflect the resulting increase in the paid-up capital of the company. The notice also grants authority to the board to make further adjustments to the memorandum as may be required by regulatory authorities such as Nepal Rastra Bank, ensuring full compliance with the evolving financial regulatory landscape.

Information for Attending Shareholders

Nepal Clearing House Limited, which is central to Nepal’s national payment and settlement infrastructure, has provided specific guidelines for shareholders planning to attend the AGM at the Kathmandu Marriott Hotel.

Attendance Requirements: Shareholders attending the meeting are required to bring either their share certificate or an authorized proxy letter.

Proxy Registration: Shareholders planning to utilize a proxy representative must ensure that the proxy letter is registered at the company’s office at least 48 hours before the scheduled start time of the AGM.

Registration Time: The attendance register for the meeting will open at 11:30 AM on the day of the meeting, 15 minutes prior to the start time.

Access to Documents: Shareholders who wish to review the company’s performance in detail can inspect the annual reports and financial statements at the registered office in Kamaladi, Kathmandu, or access them digitally via the company’s official website, www.nchl.com.np.

This 14th AGM is pivotal for NCHL, as the approval of the dividend and the capital increase will set the financial stage for the company’s operations and strategic projects in the fiscal year 2082/83, reinforcing its role in modernizing the national payment system.

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