Upper Syange Hydropower Calls AGM to Approve Rights Share Issuance

1st September 2025, Kathmandu

Upper Syange Hydropower Limited (USHL) has officially announced its 9th Annual General Meeting (AGM), a pivotal event that will shape the company’s financial structure and future direction.

Upper Syange Hydropower Calls AGM 

Set to convene on September 25, 2025, at Kundalini Durbar Banquet in Kathmandu, the meeting will seek shareholder approval for several key proposals, most notably the issuance of rights shares to strengthen the company’s capital base.

Strategic Rights Share Proposal: Doubling Capital

The central agenda of the upcoming AGM is a special resolution to issue rights shares in a 1:1 ratio. This means that for every share an investor currently holds, they will be given the right to purchase one new share. This strategic move is designed to double the company’s paid-up capital, a crucial step in a capital-intensive sector like hydropower. This significant increase in capital will provide Upper Syange with the necessary financial muscle to fund new projects, ensure the sustainability of its existing operations, and expand its overall operational capacity. The AGM will also involve a detailed discussion on the planned utilization of the funds raised through this rights issue, offering shareholders a transparent view of how their investment will be deployed to create long-term value.

This type of rights issue is a popular mechanism for companies in Nepal’s hydropower sector to raise capital without taking on additional debt. By giving existing shareholders the first opportunity to invest, the company shows its commitment to its current investor base and empowers them to maintain their ownership proportion.

A Comprehensive Agenda for Long-Term Readiness

Beyond the rights share proposal, Upper Syange’s 9th AGM has a comprehensive agenda aimed at ensuring the company’s long-term structural and operational readiness. Shareholders will deliberate on several other important proposals that will directly influence the company’s governance and strategic flexibility. These include:

Amendments to Governance Documents: The meeting will vote on proposed amendments to the company’s Articles of Association and Memorandum of Association. This is a critical step for modernizing the company’s legal framework and aligning it with evolving regulatory requirements, ensuring that Upper Syange can adapt to future challenges and opportunities.

Authorization for the Board: A proposal to grant the Board of Directors the authority to execute necessary modifications or comply with regulatory directives will also be on the agenda. This move is designed to make the company more agile, allowing its leadership to respond swiftly to any new regulations or market conditions without the need for a separate general meeting.

Election of Directors: The AGM will include the election of four directors from the promoter shareholders’ group. This process ensures that the company’s leadership remains representative and accountable, with a focus on steering the company toward its strategic goals.

Merger and Acquisition Authorization: A key proposal for future growth is the approval of potential mergers or acquisitions with other companies. This highlights Upper Syange’s ambition to not only grow organically but also through strategic consolidation, a trend that is becoming increasingly common in the hydropower sector.

Book Closure and Its Significance

For shareholders wishing to participate in the AGM and the rights share offering, the company has announced a book closure on September 8, 2025. This means that only those investors whose names are recorded in the company’s shareholder register or who have purchased shares on the Nepal Stock Exchange (NEPSE) up to Bhadra September 7, 2025 will be eligible to attend the meeting and exercise their right to purchase the new shares. This clear book closure date is crucial for investors to plan their transactions and ensure their eligibility.

Value Proposition for Shareholders

The rights issue presents a significant opportunity for shareholders. For those who believe in the company’s long-term prospects, this offering provides a valuable chance to increase their stake.

• Opportunity to Maintain Ownership: By subscribing to the rights issue, existing shareholders can prevent the dilution of their ownership percentage that would otherwise occur when new shares are issued.
• Potential for Value Creation: The capital raised will be used to fund expansion projects, which could lead to increased revenue and profitability, ultimately boosting the value of the company’s shares over time.
• Increased Liquidity: Once the new rights shares are listed on NEPSE, they will add to the overall market depth, making it easier for investors to trade the stock and improving its liquidity.

Context in Nepal’s Hydropower Sector

Nepal’s hydropower sector remains a key area of investment, driven by the country’s vast clean energy potential. Companies in this sector frequently issue IPOs and rights shares to finance capital-intensive projects. Upper Syange Hydropower’s decision to issue a 1:1 rights share is a testament to the sector’s growth potential and its continuous need for capital mobilization. For investors who have a long-term vision for Nepal’s energy future, this rights issue offers a strategic entry point or an opportunity to deepen their investment in a promising sector.

Conclusion

The upcoming 9th AGM of Upper Syange Hydropower Limited is not just a routine corporate event; it is a critical milestone that will shape the company’s financial and operational future. By seeking approval for a 1:1 rights share issuance, the company aims to significantly enhance its financial capacity to fund future projects. The comprehensive agenda, including crucial amendments and the election of new directors, further underscores the company’s commitment to strong corporate governance and long-term sustainability. Shareholders are encouraged to note the book closure date on Bhadra 23, 2082, to ensure their eligibility to participate in these pivotal decisions. The success of this AGM and the subsequent rights issue will be a major step for Upper Syange Hydropower as it seeks to strengthen its position in Nepal’s dynamic hydropower market.

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