On October 6, 2026, Nepal's securities regulator quietly published the most consequential change to IPO rules in years. The eighth amendment to the Securities Registration and Issuance Regulation, 2073, registered at the Law Ministry on Ashoj 20, 2083, inserts a new sub-rule letting a defined class of companies issue anywhere from 10% to 85% of their issued capital to the public. No Nepali company has ever floated 85% of itself. The amendment's operative text, now listed on SEBON's official regulations page, is signed and stamped, made with Government of Nepal approval under Section 116 of the Securities Act, 2063. It does not name a single company it applies to.
The operative change is new sub-rule (1क), inserted after rule 41ख(1) of the parent regulation. Notwithstanding the general cap in rule 9(1), it provides that the company may issue shares "not less than ten percent and not more than eighty-five percent of issued capital" (जारी पुँजीको दश प्रतिशत भन्दा घटी र पचासी प्रतिशत भन्दा बढी नहुने गरी). Note the wording: the official text says issued capital (जारी पुँजी), not paid-up capital. Two companion provisions set the terms of the issue.
| Provision | What the official text says |
|---|---|
| New sub-rule (1क) | IPO of 10% to 85% of issued capital, notwithstanding rule 9(1) |
| Sub-rule (1ख) | No premium: shares cannot be issued above face value (प्रिमियम थप गरी शेयर निष्काशन गर्न सक्ने छैन) |
| Sub-rule (1घ) | Minimum trading unit: 1,000 shares |
| Sub-rule (1ग) | Trading system to be arranged by the securities market |
| Rule 1(2) | Effective from the date SEBON specifies (no fixed date given) |
What the text does not say matters as much as what it does. The amendment never names NRN companies or the NRN Nepal Development Fund. It refers only to "the company under sub-rule (1)," and which companies qualify depends on the parent regulation's rule 41ख(1), which the amendment does not reproduce. The widely reported restriction that secondary trading would be limited to NRNs does not appear anywhere in the operative text. And rule 1(2) sets no commencement date of its own: the regulation takes effect from whatever date the Board specifies. Registration at the ministry is not commencement. The door has been built, but the regulator has not said when it opens, or confirmed exactly for whom.
The immediate candidate is no secret. NRN Nepal Development Fund Ltd, the diaspora investment vehicle, has been waiting on exactly this change. Its chief executive, Anil Raj Bhattarai, told Businesspana the company will now prepare a prospectus and seek SEBON's approval for an IPO open to non-resident Nepalese abroad and foreign nationals of Nepali origin, with a minimum investment of NPR 1 lakh. The company's stated plan: a first-phase IPO of Rs 8.4 billion, followed by a bond issue, toward Rs 50 billion of investment over five years, with the IPO targeted for early 2027. The capital structure he described is founder shareholders 10%, the Government of Nepal 5%, and the public 85%. The company says it has built a Diaspora Investment Management System to verify NRN eligibility and open TMS and demat accounts, to be integrated with CDS and Clearing and brokers. These are the company's stated plans as reported in the press, not terms in the regulation, and the IPO still needs SEBON's prospectus approval.
The amendment is the first concrete regulatory move under the government's 21-point capital-market reform action plan of September 15, 2026, which named NRN participation in the market as a deliverable, with the necessary legal amendments due before mid-October 2026. Parliament's Finance Committee has been pressing the same point: at its September 29 hearing it directed the government to move faster on market reform, with SEBON's chairman promising a staged overhaul of both the primary and secondary markets.
The numbers reshape who can play. At Rs 100 face value, a 1,000-share minimum trading lot means the smallest secondary-market trade is Rs 100,000, pricing out the small retail applicants who dominate Nepal's IPO subscriptions. An 85% public float inverts the usual Nepali structure, where promoters typically hold the majority; here the founders would hold 10% and the government 5%. For the fund's stated Rs 8.4 billion first phase at Rs 100 a share, that is 84 million shares the market would need to absorb, from a buyer base the company puts at 5 lakh NRNs.
For now, the facts are these: the regulation exists, it is signed and stamped, and it permits what was previously unthinkable. Everything else, which companies exactly qualify under sub-rule (1), the date SEBON names for commencement, whether the secondary market stays restricted in practice, and whether five lakh diaspora investors show up for a face-value issue, is still to be decided. The most honest reading of the 8th amendment is that SEBON built the legal door first and left the guest list for later.