Last Updated on July 22, 2026
Summary✨
- The Supreme Court cleared the way for the Axiata-Spectrlite UK deal for Ncell shares, dismissing the writ petition against the sale agreement.
- The court emphasized that the Nepal Telecommunications Authority (NTA) should make a final decision regarding the transaction.
- Ncell’s ownership transfer awaits NTA’s approval, as Axiata did not obtain necessary prior approval for the share sale.
- The court directed the NTA to act in accordance with existing telecommunications regulations during its review of the deal.
- If regulatory processes are completed, Ncell can resolve ownership issues and continue its investment plans as its license nears expiration.
The Supreme Court of Nepal has seemingly cleared the path for the Axiata-Spectrlite UK deal to complete for Ncell shares. The court has also dismissed the writ petition filed seeking to cancel the 80% share purchase and sale agreement related to the telco. Now, the matter is up to the regulator, Nepal Telecommunications Authority (NTA), to find a resolution in the case.
MP Amresh Kumar Singh had filed a writ petition in the Supreme Court seeking the annulment of the share purchase and sale agreement. Hearing the writ petition, a joint bench of Supreme Court Justices Sapana Pradhan Malla and Tek Prasad Dhungana dismissed the writ petition on 2081 Poush 11. The full text of the verdict, now made public by the Supreme Court, states that even though the court dismissed the writ petition, it has clearly directed the regulatory body to fulfill its legal responsibility.
The decision of the joint bench of Justices Malla and Dhungana has made it clear that the legal responsibility of making the final decision lies with the regulator. The court says that it’s unnatural that the company that bought 80% of shares in Ncell for Rs 1.43 trillion from Telia Sonera sold its entire shares at Rs 6.65 billion to Spectrlite UK.
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NTA can now make the decision on Axiata-Spectrlite UK deal for Ncell share purchase
This court’s interpretation makes it clear that NTA now has the authority to exercise its jurisdiction and take a decision on the matter. Prior to this, the case was pending at the court, which didn’t allow NTA to make its verdict on the Axiata-Spectrlite UK transaction for Ncell share purchase.
Although the Supreme Court dismissed the writ petition, it pointed out that it is necessary to change the share structure of companies with foreign investment in the telecommunications sector and make the regulation of share transactions clearer and more effective. On this basis, the court has also issued a directive order in the name of the concerned parties pursuant to Article 133(3) of the Constitution.
The court has stated that the transaction must comply with the prevalent regulations in Nepal. It has also directed Ncell to operate in accordance with the Telecommunications Act 2053, Telecommunications Regulations 2054, Nepal Telecommunications Authority Share Purchase and Sale Regulations, 2076, and all terms and conditions of the license.
The Telecommunications Regulations, 2054 BS mandates prior approval from NTA for share transactions exceeding 5% of the paid-up capital of a telecommunications company. Axiata hadn’t received such approval for its sale of shares to Spectrlite UK back in late 2080.
When Malaysian company Axiata sold its 80 percent ownership in Ncell to UK-based Spectralite UK on 15 Mangsir 2080 BS, no such prior approval was obtained. For this reason, the authority has not yet formally recognized the transfer of ownership.
The judgement also stated that the investigation committee’s report on the Ncell share transaction is under implementation soon. Therefore, the court maintains that it doesn’t need to issue further directives on the very issue.
NTA to solve the Ncell share sale issue
The SC has asked the NTA to effectively exercise its authorities as conferred by law as the regulatory body of the telecommunications sector. The court has reminded that under the Telecommunications Act, the Authority has the power to issue necessary orders and instructions, make decisions regarding licenses, and take legal action and impose fines in case of non-compliance with the terms and conditions of the license.
Ncell share sale is likely to get a green signal!
The SC verdict means that the transfer of Ncell ownership from Axiata to Spectrlite UK is likely to go ahead. The dispute is to be solved by completing the regulatory process. Going by the SC’s decision, there won’t be the annulment of the agreement between the two companies for Ncell share purchase. And for this, NTA is expected to assert its authority and exercise its powers as per the law.
This decision gives Ncell an opportunity to conclude the ownership issues by completing the regulatory processes. Also, the removal of the uncertainty means a positive environment will develop for the company, which is necessary for its long-term business plan and further investment in the country.
Ncell reaches 25 years in service in 2086 when its license also expires as per the prevailing regulations. But the company has long maintained that it seeks to stay operational and contribute to Nepal’s digital transformation journey. But things will get clarity after the share transaction saga gets resolved.
Ncell is Nepal’s leading private telco with over 1.23 crore users on the 4G network. The company provides multiple innovative services such as Ncell VoLTE, Ncell VoWiFi, eSIM, etc. to ensure a convenient form of communication for customers. Additionally, the company remains very active in social work under its Corporate Social Responsibility (CSR).
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FAQs on Supreme Court verdict on Ncell share transaction between Axiata and Spectrelite UK
The Supreme Court dismissed the writ petition seeking to cancel the 80% Ncell share purchase agreement between Axiata and Spectrlite UK, allowing the matter to proceed through the regulatory process.
The Nepal Telecommunications Authority (NTA) has not approved the ownership transfer because prior approval was not obtained before Axiata sold its 80% stake to Spectrlite UK, as required by Nepal’s telecommunications regulations.
The court directed the NTA to exercise its legal authority, review the share transaction under existing laws, and make the final regulatory decision on the ownership transfer.
Not yet. The verdict removes the legal obstacle, but the deal still requires the NTA’s approval and completion of all regulatory procedures.
If the regulatory process is completed successfully, Ncell can resolve its ownership uncertainty, continue its long-term investment plans, and focus on its operations as its telecom license approaches expiry in 2086 BS.
