Book closure, AGM and auction shares in Nepal: what they mean and how they work

Book closure (बुक क्लोज) is the date a listed company freezes its register of shareholders to decide who receives what it is about to give: a cash dividend, bonus shares, the right to buy right shares, or a seat and a vote at a general meeting. Whoever is on the register that day gets it. Whoever buys afterwards does not.

The name comes from paper. A company "closed its books" (दर्ता किताब बन्द) so that no transfer could be written in while it counted its holders. The Companies Act 2063 still lets a public company close its register, after 7 days' notice in a national daily, for up to 30 days at a time and 45 days in a year (section 46(4), in the Law Commission's English translation). Today the shares sit in CDSC's demat system and the register is a list the share registrar draws from it, so most closures last a single day. Rapti Hydro & General Construction's notice for its special general meeting said the register "will remain closed for one day on Ashwin 20, 2083".

A notice tells a holder three things: the book-closure date, what it is for (an AGM, a dividend, a right issue) and who counts. The usual wording, from that same notice: shareholders who traded on NEPSE "until the day before the book closure", and whose transfers reach the registrar within seven working days.

Foreign pages talk of a record date and an ex-date, and Indian ones of a record date set days after the ex-date. Nepal uses one date, the book closure, and the three words fit around it like this:

• Cum (with the entitlement): every trading day up to and including the last one before the book closure. A share bought then comes with the dividend, the bonus or the right.
• Ex (without it): from the book-closure day on. NEPSE opens the share at an adjusted price for any bonus or right, and a buyer that day gets nothing from this declaration.
• Record date: the day the register is read. In Nepal that is the book-closure date itself, and the register counts the trades made before it.

The rule is one line: hold the share at the close of the last trading day before the book-closure date. NEPSE trades Monday to Friday, so for a book closure on a Monday the last day is the Friday before, on any other weekday it is the day before, and a holiday pushes it further back.

NEPSE settles a trade two trading days later (T+2), so a share bought on the last day reaches your demat account after the register is read. It still counts: notices such as Rapti Hydro's count trades made "until the day before the book closure". We found no NEPSE or CDSC rule text that says so. If you are unsure, buy a day earlier.

Dashain shows why holidays matter. NEPSE's last session before the 2026 break was Friday 16 October 2026; it stayed shut from 17 October to 25 October and opened again on Monday 26 October 2026. A book closure on that Monday would have meant buying by the Friday 10 days before it.

Declared

20%: 5% bonus, 15% cash

Last day to buy

Tue 27 Oct

Book closure

Wed 28 Oct

AGM

Fri 6 Nov

Manjushree Finance's board met on Thursday 8 October 2026 (Ashwin 22, 2083) and proposed 20% for 2082/83: 5% in bonus shares, Rs 6,75,77,642.44, and 15% in cash, Rs 20,27,32,927.32, the cash covering the tax on both. Together that is 20% of its Rs 1,35,15,52,848.80 paid-up capital, Rs 27,03,10,569.76. As a finance company it needs Nepal Rastra Bank's approval before paying, and the proposal said so.

On Friday 16 October 2026 its notice set the book closure for Kartik 11 (Wednesday 28 October 2026) and called the 19th AGM for Kartik 20 (Friday 6 November 2026), 21 days ahead: the least the Companies Act allows. Dashain fell in between: counting the day of the notice, NEPSE was open on only 3 days before the book closure.

Tuesday 27 October 2026 was the last day to buy. After its trading NEPSE adjusted the price for the bonus, from Rs 759.50 to Rs 723.33: Rs 759.50 ÷ 1.05 is 723.333. The cash was not taken off. From Wednesday the share traded ex, and the holders on the register were settled.

A holder of 100 shares on that register is owed 5 bonus shares and Rs 1,500 of cash. The company keeps back Rs 100 of tax, 5% of the cash and of the bonus at its Rs 100 face value, so Rs 1,400 reaches the bank account linked to the demat account. The cash is due within 45 days of the AGM's approval: by Monday 21 December 2026 (Poush 6, 2083) if it is approved on 6 November. The bonus shares come later, once SEBON has registered them and NEPSE has listed them.

NEPSE adjusts a price for book closures that change the number of shares, and leaves cash alone. For a bonus it divides the last price by (1 + bonus %); for a right it blends the last price with the subscription price. Either way the holding is worth the same the next morning: 100 Manjushree shares at Rs 759.50 were worth Rs 75,950, and 105 at Rs 723.33 are worth Rs 75,949.65, with the cash still to come.

• The cash is not adjusted. Manjushree's 15% and Barun's 0.25% left no mark on the published prices; any fall for the cash comes from the market, not from NEPSE.
• Your portfolio looks smaller for a while. MeroShare shows the old number of shares at the new price until the bonus shares are credited, weeks or months later. Nothing has been lost.
• The adjusted price is a starting point. From the ex day the market sets the price, and it can climb back or keep falling.

A company can close its books more than once a year, and not only for dividends. The rule on the last day to buy is the same each time.

• Right issues. Himalayan Power Partner closed its books for its 50% right on Chaitra 10, 2082 (Tuesday 24 March 2026); the last day to buy was Monday 23 March 2026. The right goes to whoever was on the register, even if they sell the next day, and is applied for in MeroShare (see the IPO guide for the screen).
• Special general meetings. Rapti Hydro & General Construction closed its books for one day on Ashwin 20 (6 October) for a special general meeting on Ashwin 28 (14 October).
• Closed-ended mutual funds close their books for payouts, with the same last-day rule. How fund payouts work is in mutual funds in Nepal.
• Late AGMs. Narayani Development Bank called its 23rd and 24th AGMs together for 13 November 2026, with one book closure for both; its 22nd had been held in Baisakh 2081. When a company falls behind, two years' accounts can come to one meeting.

An AGM (annual general meeting, वार्षिक साधारण सभा) is the yearly meeting at which a company's shareholders take the decisions the law keeps for them: they receive the audited accounts, approve the dividend, elect directors and appoint the auditor. Every public company in Nepal must hold its first within a year of being allowed to start business, and after that one every year within 6 months of the end of its financial year (Companies Act 2063, section 76).

For the usual year ending at Asar end, 6 months runs to the end of Poush. The year 2082/83 ended on Thursday 16 July 2026, so its AGMs are due by Poush 30, 2083, Thursday 14 January 2027. That is why AGM notices and dividend news crowd Ashwin to Poush.

A company that misses it can be told by the Office of the Company Registrar to call one, once three months have passed; if it still does not, any shareholder can go to court three months after that (section 76(2) and (3)). A public company must also send the Office a return within 30 days of each AGM (section 80).

The directors put the audited balance sheet, profit and loss account and cash-flow statement before the meeting, with the auditor's and the directors' reports. The AGM may then decide the dividend, appoint directors and fix their pay, and appoint the auditor and fix its fee (section 77). Holders of 5% of the shares can make the company add a matter to the agenda.

Decisions come in two weights. An ordinary resolution passes by a majority of the shareholders present; a special resolution needs the votes of holders of 75% of the shares present (section 74(3)). The Act lists what must be special, among them changing the share capital, the company's name or objects, a merger and a buy-back (section 83). SEBON adds bonus shares: a board's bonus proposal goes to the meeting as a special resolution (Securities Issuance and Allotment Directive 2074, clause 41(1)). A right issue needs the general meeting's approval before SEBON's (clause 12).

The year's events run in a fixed order, and the law sets the outer edges. The accounts close at Asar end; boards propose dividends once the audit is done (the first bank or financial institution to propose for 2082/83 did so on 7 August 2026); banks and finance companies wait for Nepal Rastra Bank, insurers for the Insurance Authority; notices go out 21 days ahead; the AGMs follow, by Poush end at the latest.

One snapshot of 2026: the 19 AGMs held or called by companies on ShareSarathi's list of book closures from 5 October to 4 November fell between 14 October and 30 November. The busiest week, from 2 November, had 8, Manjushree's among them; the week from 19 October, Dashain, had none.

• After each AGM, three clocks start: the cash dividend within 45 days, the application to register the bonus with SEBON within 30 days, and the return to the Company Registrar within 30 days.
• The latest dates fall in winter. For an AGM on Poush 30, 2083, the cash is due by Falgun 16, 2083 (Sunday 28 February 2027).
• Special general meetings keep no season. They are called when a merger, a right issue or a change to the articles cannot wait.

Every shareholder must be told at least 21 days before an AGM, and 15 days before a special general meeting, with the place, date and agenda; the notice must also be published at least twice in a national daily (section 67(2)). Listed companies send it to NEPSE as well, and news sites repost it under a headline with the book-closure date.

The agenda binds the meeting. A matter that was not in the notice can be decided only if holders of 67% of the voting shares agree (section 67(3)).

A quorum is needed before anything is decided: at least 3 shareholders, present or by proxy, holding more than 50% of the shares (section 73). A company's own articles can ask for more. If the quorum fails, the meeting is called again on 7 days' notice and then needs 3 shareholders holding 25%.

• Date, time and venue, and the time registration opens.
• The book-closure date, with the "traded until the day before" wording.
• The agenda, split into ordinary and special proposals.
• The proxy rules and the deadline for lodging a proxy form.
• What to bring, and where the annual report can be read or downloaded, usually the company's website.

1. 1Be on the register at book closure. Only a person registered as a shareholder may attend and vote, with one vote for each share (section 71(1)).
2. 2Read the notice for the venue, the registration time and what to bring: notices ask for identity papers and your BOID or share certificate.
3. 3If you cannot go, appoint a proxy (प्रतिनिधि) on the company's form, signed by you (section 71(3)), unless its articles forbid proxies. Lodge it at the registered office or the share registrar before the deadline in the notice: 48 hours before the meeting in most 2026 notices we read, 72 hours or 24 at a few.
4. 4Check who may be a proxy. Many notices require the proxy to be a shareholder of the same company, and cancel the proxy if you turn up and vote yourself.
5. 5Joint holders vote through the holder they appoint; if none is appointed, the one named first on the register (section 71(4)).
6. 6Director elections use cumulative votes unless the articles say otherwise: your shares times the number of seats, all on one candidate or spread (section 72).

A special general meeting (SGM, विशेष साधारण सभा) is any general meeting between AGMs, called for business that cannot wait: a merger or acquisition, a right issue, a change to the articles or to the capital. The English translation of the Companies Act calls it an extraordinary general meeting (EGM); notices in Nepal say SGM. They are the same meeting.

The board can call one whenever it thinks fit, and the auditor can ask for one. Shareholders holding 10% of the paid-up capital, or 25% of all shareholders, can demand one; if the board does not call it within 30 days, they can apply to the Office of the Company Registrar, which can call it itself or order the board to (section 82).

1. 1Cash dividend. Paid within 45 days of the decision to the bank account linked to your demat account (section 182); a late payment must carry interest. What to do if it does not arrive is in the dividend guide.
2. 2Tax on the bonus. Since SEBON's tenth amendment to its issuance directive took effect on Thursday 20 November 2025, a company must pay the dividend tax on bonus shares itself, out of the dividend (clause 40(7)). Companies had long added a small cash part to bonus declarations for the tax; the directive now requires it, and Manjushree's proposal says its 15% cash covers the tax on both.
3. 3Bonus shares. The company applies to SEBON to register them within 30 days of the meeting (clause 41(2)); NEPSE lists them and CDSC credits them to every demat account on the register. Nothing to apply for.
4. 4Right shares. The company applies to SEBON within 2 months of the meeting's decision and must carry it out (clause 12(9) and (10)). A company may issue rights at most once a fiscal year, and 180 days after its last issue was listed unless a regulator ordered the capital (clause 12(2)). A separate book closure follows.
5. 5Right allotment. The shares applied for are allotted, and money refunded, within 30 days of the issue closing (clause 29(4)). Whatever is left goes to auction.

An auction share (लिलामी सेयर) is a share sold to the public by sealed bid instead of on NEPSE's trading screen. You write how many shares you want and the price you will pay, put the form and the money in an envelope, and the highest bids win. It is how shares that cannot go through the ordinary market are sold, and it comes in four kinds.

Unsubscribed right shares must be auctioned, and SEBON's Securities Issuance and Allotment Directive 2074 sets the procedure in clause 15. The 2026 notices cite it: Himalayan Power Partner's names "Directive No. 15". In short, the issue manager (निष्कासन तथा बिक्री प्रबन्धक) runs it, after telling SEBON, and must:

• Give every investor the same chance to buy, and auction all groups (promoter, public and others) at one time.
• Start the bidding at face value, which is why minimum bids are Rs 100 a share.
• Publish a notice at least 7 days before in two national dailies, then a short notice 3 days before in two online papers, 2 days before on two FM stations and 1 day before in two economic papers, and put it on the manager's and the company's websites.
• Keep bids open at least 7 working days.
• Follow the general principles of auctions (highest bids first).
• Allot what was bid for even if bids do not cover every share, and auction the rest again.
• Start refunds within 3 days.

1. 1Find the notice in a national daily, on the issue manager's website, or in ShareSansar's auction events. Note the kind, the number of shares, the minimum price and units, the dates, where forms are taken, and who may bid.
2. 2Get the form from the issue or sales manager, or a bank branch the notice lists. It cost Rs 100 in cash at Nepal Finance's 2026 auction and Rs 1,000, not refunded, at Himalayan Bank's.
3. 3Choose the units and your price per share, at or above both minimums: 100 units for Himalayan Power Partner's right shares, 1,000 and then multiples of 10 for Nepal Finance's promoter shares, 1,00,000 for SuryaJyoti's. Stay within the regulator's limit on how much one person or institution may own.
4. 4Pay the full bid, units × your price, into the named account: a cash voucher, a good-for-payment cheque, a manager's cheque, or connectIPS where offered (Nepal Finance took all four). A cheque that bounces cancels the bid. Himalayan Bank's lender auction asked for a deposit of 10% instead.
5. 5Attach the documents: a copy of your citizenship, a photo, your demat (BOID) details, PAN, and the bank account for a refund. For promoter shares of banks and financial institutions, Nepal Rastra Bank's papers too: the fit-and-proper form, a tax clearance, proof of not being on the Credit Information Bureau's blacklist, a police report and the source of the money.
6. 6Seal the envelope and hand it in before the deadline. Bids cannot be changed or withdrawn once submitted, as Nepal Finance's notice put it.
7. 7Watch for the bid opening. Envelopes are opened in public at the manager's office on a date it announces; the first cut-off is "tentative" until the cheques clear.
8. 8Check the result. Allotted shares are credited to your demat account and can be sold once NEPSE lists them. Money for shares not allotted is refunded, without interest, by bank transfer to the account on your form, the refunds starting within 3 days.

All the bids are opened together and ranked by price, highest first. Shares go down the list until they run out. The price of the last bid that gets any is the cut-off price (कटअफ मूल्य): every bid above it is filled in full, every bid below it gets nothing and is refunded, and bids at exactly the cut-off share what is left pro rata (दामासाही), in proportion to the units each asked for. Where a promoter and an outsider bid the same price for promoter shares, the promoter comes first, as Nepal Finance's and Himalayan Bank's notices said.

In the example, 50,000 shares are offered and 8 bids ask for 82,000. A, B, C bid highest and get all they asked for, 35,000 shares. D and E both bid Rs 370 for 10,000 each, but only 15,000 are left, so each gets 75%, 7,500. Rs 370 is the cut-off; F, G, H are refunded.

• What does a winner pay? The notices we read take the full bid amount with the form and refund only the money for shares not allotted, which fits each winner paying the price he bid. None says so in words, and none mentions refunding the difference down to the cut-off. Read that way, the example raises Rs 1,94,85,000, against Rs 1,85,00,000 if everyone paid the cut-off. Either way the cut-off is the least any winner paid.
• In 2026: about 2,172 bids for Himalayan Power Partner's 4,68,740 shares set a cut-off of Rs 345.10. Buddha Bhumi's 4,74,696 drew more than 2,000 bids, the highest Rs 350, for a tentative cut-off of Rs 296. United Ajod's 70,480 went at Rs 447.50.

Himalayan Power Partner had 1,06,54,170 shares when SEBON approved a 50% right: 53,27,085 new shares at Rs 100. 46,769 holders applied for 48,58,345 of them. The other 4,68,740, 8.8%, went to auction under clause 15.

The bids set a cut-off of Rs 345.10, 6.5% below the Rs 369 the share last traded at when the bids were reported, and Rs 245.10 above the Rs 100 the holders had paid. At the cut-off alone the auctioned shares brought in Rs 16,17,62,174, against Rs 4,68,74,000 had the holders taken them. The difference went to the company. The holders who let their rights lapse received nothing for them: in March each right was worth about Rs 281.33, the adjusted price less Rs 100.

These are the 2026 auctions whose notices or results we could read: examples, not a list to bid from. Most closed months ago.

A promoter share (संस्थापक सेयर) is one held by the founders, and others who put money in, before a company's public issue. Those shares, with the bonus and right shares that grow from them, cannot be sold until 3 years after the public issue's allotment: the lock-in (लकइन) in rule 38(1) of the Securities Registration and Issuance Regulation 2073, as news reports quote it. After the lock-in, a basic shareholder who wants to sell 15% or more of his holding must tell the company at least 5 trading days before.

In most sectors the promoter shares then become ordinary shares. Banks and financial institutions keep them as a separate class, and converting them needs Nepal Rastra Bank's approval (Kathmandu Post, 2026); insurers' promoters, too, sell by auction, as the 2026 notices show. So a promoter who wants out offers the shares to the other promoters first and then, if they are not taken, to the public by auction.

• What you buy is promoter shares. The notices apply the promoter group's procedures to bidders, which suggests a buyer joins that group; none says it in words. Ask the manager what you will hold and where it can be sold.
• The regulator checks you. For banks and financial institutions, Nepal Rastra Bank's fit-and-proper papers and its limits on how much one person or institution may own; non-promoter bidders get the shares only once the approval is given.
• Minimums are large (above), and the price is in a market with far fewer buyers than the ordinary one.
• The rule may change. SEBON has proposed releasing locked shares in stages rather than all at once; nothing had taken effect by 4 November 2026.

This guide does not say whether to bid in any auction; we are not licensed investment advisers. These are the facts that decide it.

• The gap to the market price. Himalayan Power Partner's cut-off was 6.5% below the Rs 369 the share last traded at when the bids were opened. That gap is the whole reward, and the market can close it before the shares reach your account: they were listed 22 days after bidding closed.
• Prices can fall below the cut-off. When ShareSansar looked at 27 auctions held between Baisakh and Shrawan 2074, 21 were trading above their cut-off weeks later and 6 below, most of the gains "only marginal".
• Your money is locked from the deposit to the refund or the listing, earning nothing; refunds carry no interest.
• Tax comes later. No broker commission is paid at the auction itself, but when you sell, capital gains tax is on the gain over the price you paid, the cost in your WACC. Check it in MeroShare and work a sale through the share calculator (capital gains tax; how to sell).
• Bid only what you would pay anyway. In a sealed bid the winners are the people who valued the shares most; a bid well above everyone else's is the one most likely to win and to have paid too much.

These lists are kept up to date by others, as we found them on 4 November 2026; the company's own notice is the final word if they differ. That day the newest auction listed was Sanima GIC Insurance's 2,35,448 promoter shares, which closed on 29 October. That is the honest answer to "which shares are in auction today": look at the date on the list.