Promoter Share Structure Change Notice Issued by Vijaya Laghubitta

5th April 2026, Kathmandu

The Promoter Share Structure Change notice has been officially issued by Vijaya Laghubitta Bittiya Sanstha Limited, bringing an important update for its founder shareholders.

Promoter Share Structure Change

This notice outlines the strategic process of converting a specific portion of promoter shares into public shares, in strict compliance with the latest regulatory requirements in 2026.

Such changes in the shareholding structure are highly significant for both institutional investors and the overall capital market. They influence ownership distribution, voting power, and market liquidity. As the microfinance sector in Nepal undergoes consolidation, these structural shifts are becoming essential for maintaining a healthy balance between founder control and public participation.

Background of the Share Structure Change

Following the successful merger between the former Vijaya Laghubitta Bittiya Sanstha Limited and another microfinance institution, the unified entity has been operating under a specific shareholding pattern. Prior to this Promoter Share Structure Change, the company maintained a traditional distribution:

Promoter Shares: 70%

Public Shares: 30%

However, prevailing regulatory provisions and directives from the central bank require periodic adjustments in this ratio to promote wider public ownership. This has prompted the board to issue the current notice to align the company with modern financial standards.

Key Details of the Notice for 2082/83

As per the official announcement, the company plans to convert a portion of promoter shares into public shares to align with the legal standards set by Nepal Rastra Bank (NRB) and the Bank and Financial Institution Act (BAFIA).

Major Highlights of the Conversion:

• Conversion Percentage: 1.92% of total promoter holdings.
• Volume: Equivalent to approximately 7,92,600 shares.
• New Post-Conversion Structure:
• Promoter Shares: 67.78%
• Public Shares: 32.22%

This adjustment ensures that the institution remains in the good books of the regulator while slightly increasing the volume of shares available for trade by the general public on the Nepal Stock Exchange (NEPSE).

Eligibility and Process for Shareholders

The Promoter Share Structure Change notice specifically targets existing founder (promoter) shareholders. It is not an open call for the general public to buy new shares, but rather an internal restructuring of existing equity.

Options Available to Promoters:

Voluntary Conversion: Promoters can actively choose to have their shares reclassified as public shares, which typically offers higher liquidity and easier exit options.

Opt-Out Clause: Shareholders who are not interested in the conversion and wish to retain their “Promoter” status must formally notify the company of their dissent.

Application Timeline:

Interested or dissenting shareholders must submit their formal request within 35 days from the date of the first publication of this notice. This strict window is designed to ensure the conversion process is completed before the end of the current fiscal quarter.

What Happens If No Application is Submitted?

The notice clearly states a “deemed consent” policy. If promoter shareholders do not submit any आवेदन (application) or formal objection within the given 35-day timeframe, the company will proceed with the Promoter Share Structure Change automatically.

This means the silence of a shareholder will be interpreted as an agreement to the conversion plan. The shares will then be updated in the records of CDS and Clearing Limited as tradable public units.

Regulatory Compliance and BAFIA 2073

The Promoter Share Structure Change notice is meticulously aligned with the following legal frameworks:

Bank and Financial Institution Act (BAFIA), 2073: The primary law governing the structure of financial entities in Nepal.

NRB Directives: Specific instructions issued to microfinance institutions to diversify their ownership base over time.

Compliance with these regulations ensures transparency, institutional accountability, and a more balanced ownership environment, which protects the interests of small depositors and investors alike.

Why This Structure Change Matters

This restructuring carries several long-term implications for the institution and its stakeholders:

For the Company:

Compliance: Removes any potential regulatory hurdles or penalties from the central bank.

Market Image: A higher public share percentage often leads to better transparency and higher governance scores.

Base Expansion: Broadens the investor base, making the company less dependent on a few large founders.

For the Investors:

Liquidity: Public shares are much easier to buy and sell on NEPSE compared to promoter shares, which often have lock-in periods or require board approval for sale.

Price Discovery: An increase in the “free float” of shares can lead to more accurate price discovery based on market demand and supply.

Final Thoughts

The Promoter Share Structure Change notice marks a strategic and regulatory-driven shift in the ownership of Vijaya Laghubitta Bittiya Sanstha Limited. For the current promoter shareholders, this is a crucial moment to decide whether to retain their specialized status or benefit from the liquidity of public shares.

For the broader capital market of Nepal, such changes contribute to improved transparency and better investor accessibility. Stakeholders are strongly advised to review the full notice published in national dailies or on the company website and act within the specified 35-day timeline to ensure their financial interests and ownership rights are protected.

For more: Promoter Share Structure Change