युनाइटेड अजोड इन्स्योरेन्सको ३२औं वार्षिक साधारण सभा सूचनाUnited Ajod Insurance: Notice of 32nd Annual General Meeting

Notice Regarding the 32nd Annual General Meeting

(Published for the second time: २०८३/०३/२२)

Dear Shareholders,

As per the decision of the 83rd meeting of the Board of Directors of United Ajod Insurance Ltd., this company's 32nd Annual General Meeting will be held on the date, at the place, and time mentioned below to discuss and decide on the following proposals. This notice is published for the information and attendance of the esteemed shareholders as per Section 67 of the Companies Act, 2063.

Date, Place and Time of the Meeting:

Date: २०८३ Ashar २९, Wednesday (corresponding to १४ July, २०२६)

Place: Amrapali Banquet Catering & Event Pvt. Ltd., Bhatbhateni, Kathmandu.

Time: १०:३० AM.

Topics for Discussion:

a) General Resolutions:

१) To discuss and approve the annual report of FY २०८१/८२ presented by the Chairman on behalf of the Board of Directors.

२) To discuss and approve the balance sheet, profit and loss account, and cash flow statement for FY २०८१/८२, along with related schedules, including the auditor's report.

३) To appoint an external auditor for FY २०८२/८३ as recommended by the Audit Committee and to determine their remuneration (current auditor Mr. J.B. Rajbhandari & Divines Chartered Accountants is eligible for re-appointment).

४) To approve the proposed cash dividend of रु. ५२,१०,५२६.३२ (in words: fifty-two lakh ten thousand five hundred twenty-six rupees and thirty-two paisa), which is ०.२२५६ (zero point two two five six) percent of the current paid-up capital of रु.२,३१,००,००,०००/- (in words: two billion thirty-one crore), for tax purposes.

b) Special Resolutions:

१) To approve the proposal to issue bonus shares amounting to रु.९,९०,००,०००/- (in words: nine crore ninety lakh), which is ४.२८५७ (four point two eight five seven) percent of the current paid-up capital of रु.२,३१,००,००,०००/- (in words: two billion thirty-one crore), as proposed by the Board of Directors.

२) To amend the company's Memorandum and Articles of Association as the company's issued capital will reach रु. २,६४,००,००,०००/- (in words: two billion sixty-four crore) after the issuance of bonus shares on the issued capital of रु.२,५४,१०,००,०००/- (in words: two billion fifty-four crore ten lakh) as established by the last general meeting, as proposed by the Board of Directors.

३) To approve the decision to grant full authority to the Board of Directors to make any changes or additions to the amended Memorandum and Articles of Association as per the directives received from regulatory or approving bodies.

c) Miscellaneous:

Other Information Regarding the General Meeting

१. Shareholders attending the meeting are requested to bring their original share certificate or documents of their demat account, published admission card, or any photo-bearing official identification.

२. For the purpose of attending the Annual General Meeting, the company's share register book will be closed for one day on २०८३ Ashar १९. Only those shareholders whose details are recorded in the company's share registrar, Nabil Investment Banking Limited, Narayan Chaur, Kathmandu, based on transactions conducted on Nepal Stock Exchange Ltd. up to the day before the share register book closure date of २०८३ Ashar १९, will be eligible to participate in the general meeting and receive the bonus shares and cash dividend for FY २०८१/८२. Therefore, concerned shareholders and share purchasers are requested to transfer shares accordingly.

३. Shareholders whose names are registered in the company's share register book can participate and discuss in the meeting themselves or through a representative. Shareholders who cannot attend in person may appoint another shareholder of the company as their representative by signing a proxy form. The proxy form must be submitted to the company's share registrar, Nabil Investment Banking Limited, Narayan Chaur, Kathmandu, at least ४८ hours before the start of the meeting. The signature of the person giving the proxy form must match the signature made at the time of purchasing the shares mentioned above. Otherwise, the proxy form will not be valid. The proxy form of this company

Statement of Financial Position

As At 16th July, 2025

Particulars

Assets

Goodwill & Intangible Assets

Property and Equipment

Investment Properties

Deferred Tax Assets

Investment in Subsidiaries

Investment in Associates

Investments

Loans

Reinsurance Assets

Current Tax Assets

Insurance Receivables

Other Assets

Other Financial Assets

Cash and Cash Equivalent

Total Assets

Equity & Liabilities

Equity

Share Capital

Share Application Money Pending Allotment

Share Premium

Special Reserves

Catastrophe Reserves

Retained Earnings

Other Equity

Total Equity

Liabilities

Provisions

Gross Insurance Contract Liabilities

Deferred Tax Liabilities

Insurance Payable

Current Tax Liabilities

Borrowings

Other Liabilities

Other Financial Liabilities

Total Liabilities

Total Equity and Liabilities

Statement of Profit or Loss

For Period 16th July, 2024 - 16th July, 2025

Particulars

Income:

Gross Earned Premiums

Premiums Ceded

Net Earned Premiums

Commission Income

Other Direct Income

Income from Investments & Loans

Net Gain/ (Loss) on Fair Value Changes

Net Realised Gains/ (Losses)

Other Income

Total Income

Expenses:

Gross Claims Paid

Claims Ceded

Gross Change in Contract Liabilities

Change in Contract Liabilities Ceded to Reinsurers

Net Claims Incurred

Commission Expenses

Service Fees

Other Direct Expenes

Employee Benefits Expenses

Depreciation and Amortization Expenses

Impairment Losses

Other Operating Expenses

Finance Cost

Total Expenses

Net Profit/(Loss) For The Year Before Share of Net Profit of Associates Accounted for Using Equity Method and Tax

Share of Net Profit of Associates accounted using Equity Method

Profit Before Tax

Income Tax Expense

Net Profit/(Loss) For The Year

Earning Per Share

Basic EPS

Diluted EPS

Statement of Cash Flows

For Period 16th July, 2024 - 16th July, 2025 (For the Year Ended Ashad 2082)

Fig in NPR

Particulars Current Year Previous Year

Cash Flow From Operating Activities:

Cash Received

Gross Premium Received	२,८९६,०६१,३१६	२,७५१,३४२,४४४
Reinsurance Commission Received	३६५,५९३,०२१	३५१,६२१,४१४
Claim Recovery Received from Reinsurers	१,१७६,४९६,२०९	५१३,९२५,१३९

Realised Foreign Exchange Income other than on Cash and Cash Equivalents - -

Other Direct Income Received १५,२२५,६३३ २०,२३४,२३४

Others (to be specified) - -

Cash Paid

Gross Benefits and Claims Paid	(१,९५६,५७७,३०३)	(१,५४९,९७६,८७७)
Reinsurance Premium Paid	(१,६५९,८३५,४९४)	(१,६१८,२३४,४९५)
Commission Paid	(६३,०२८,४०७)	(४६,८८४,९७२)
Service Fees Paid	(२१,७२०,४६०)	(२०,६३५,०७२)
Employee Benefits Expenses Paid	(४६८,५०६,४१२)	(३८१,३०९,९३२)
Other Expenses Paid	(१३४,८८१,४३८)	(११८,२०६,४३४)

Other Direct Expenses Paid - -

Others (to be specified) - -

Income Tax Paid	(१३९,६५९,४६०)	(१११,०१२,७८२)
Net Cash Flow From Operating Activities [1]	९,१६६,८०६	(२०९,१३६,४९३)

Cash Flow From Investing Activities

Acquisitions of Intangible Assets - -

Proceeds From Sale of Intangible Assets (६०५,८७६) ३४५,११३

Acquisitions of Investment Properties - -

Proceeds From Sale of Investment Properties - -

Acquisitions of Property & Equipment (१०२,४१०,९०६) (७४,३३४,५९६)

Proceeds From Sale of Property & Equipment - -

Investment in Subsidiaries - -

Receipts from Sale of Investments in Subsidiaries - -

Investment in Associates - -

Receipts from Sale of Investments in Associates - -

Purchase of Equity Instruments - -

Proceeds from Sale of Equity Instruments - -

Purchase of Mutual Funds - -

Proceeds from Sale of Mutual Funds - -

Purchase of Preference Shares - -

Proceeds from Sale of Preference Shares - -

Purchase of Debentures - -

Proceeds from Sale of Debentures - -

Purchase of Bonds - -

Proceeds from Sale of Bonds - -

Investments in Deposits १७९,६४५,१२३ (८८,३९२,२९०)

Maturity of Deposits - -

Loans Paid - -

Proceeds from Loans ३,०८४,९१२ ३,३५६,०६९

Rental Income Received - -

Proceeds from Finance Lease - -

Interest Income Received	१९५,९०९,८८८	३१३,९५१,५५५
Dividend Received	३,५४९,१४१	२,७५६,९०२
Others (to be specified)	(२२८,५०३,८०९)	२१८,३७५,९४२
Total Cash Flow From Investing Activities [2]	५०,६६८,४७३	३७६,०५८,६९६

Cash Flow From Financing Activities

Interest Paid (११,०५२,६३२) (१०,२८५,८९५)

Proceeds From Borrowings - -

Repayment of Borrowings - -

Payment of Finance Lease - -

Proceeds From Issue of Share Capital - -

Share Issuance Cost Paid - -

Dividend Paid - -

Dividend Distribution Tax Paid - -

Others (to be specified) - -

Total Cash Flow From Financing Activities [3]	(११,०५२,६३२)	(१०,२८५,८९५)
Net Increase/(Decrease) In Cash & Cash Equivalents [1+2+3]	४८,७८२,६४८	१५६,६३५,९१०
Cash & Cash Equivalents At Beginning of The Year/Period	३०९,६५८,९८८	१५३,०२३,०७७

Effect of Exchange Rate Changes on Cash and Cash Equivalents - -

Cash & Cash Equivalents At End of The Year/Period ३५८,४४१,६३४ ३०९,६५८,९८८

Components of Cash & Cash Equivalents

Cash In Hand - -

Cheque In Hand - -

Term Deposit with Banks (with initial maturity upto 3 months) - -

Balance With Banks ३५८,४४१,६३३ ३०९,६५८,९८६

4. If a proxy giver wishes to attend the meeting themselves after giving a proxy, notice thereof must be given to the company's share registrar, Nabil Investment Banking Limited, Narayan Chaur, Kathmandu, 48 hours before the start of the meeting.

5. In case a single shareholder appoints more than one representative, the representative whose appointment was received first shall be considered valid, unless cancelled as per point (4) above. However, if the concerned shareholder attends the meeting themselves, the proxy given by the shareholder shall automatically be cancelled.

6. To participate in the meeting, every shareholder must be present at the meeting venue and sign the attendance register. The attendance register will be open from 9:30 AM.

7. In the case of a minor or mentally incapacitated shareholder, the person whose name is registered as guardian in the company's share ledger can participate in the meeting or appoint a representative.

8. In the case of jointly purchased shares, only the person whose name is first mentioned in the company's share ledger can participate in the meeting.

9. The annual financial statements, Board of Directors' report, auditor's report, notice, and general information related to the Company Act, २०६३, Insurance Act, २०७९, and Insurance Regulations, २०७९ will be available on the company's website www.uail.com.np.

10. Other works related to the meeting will be conducted as per the Company Act, २०६३.

By order of the Board of Directors

Company Secretary

Statement of Changes in Equity

For Period 16th July, 2024 - 16th July, 2025

Particulars Ordinary Share Capital Preference Shares Share Application Money Pending Allotment Share Premium Retained Earnings Revaluation Reserve

Balance as on Shrawan 1, 2080 1,904,568,000 - - - 157,908,473 -

Prior period adjustment - - - - (8,209,737) -

Restated Balance as at Shrawan 1, 2080 1,904,568,000 - - - 149,698,736 -

Transfer from Acquisition of Ajod Insurance - - - - - -

Profit/(Loss) For the Year - - - - 248,403,449 -

Other Comprehensive Income for the Year, Net of Tax - - - - - -

i) Changes in Fair Value of FVOCI Debt Instruments - - - - - -

ii) Gains/ (Losses) on Cash Flow Hedge - - - - - -

iii) Exchange differences on translation of Foreign Operation - - - - - -

iv) Changes in fair value of FVOCI Equity Instruments - - - - - -

v) Revaluation of Property and Equipment/ Goodwill & Intangible Assets - - - - - -

vi) Remeasurement of Post-Employment Benefit Obligations - - - - - -

Transfer to Reserves/ Funds - - - - (117,388,843) -

Transfer of Insurance Fund - - - - (33,986,029) -

Transfer to Deferred Tax Reserves - - - - - -

Transfer of Depreciation on Revaluation of Property and Equipment - - - - - -

Transfer on Disposal of Revalued Property and Equipment - - - - 5,359,764 -

Transfer on Disposal of Equity Instruments Measured at FVTOCI - - - - - -

CSR Expenses - - - - - -

Staff training - - - - - -

Transfer of Share Preimum - - - - 47,809,422 -

Contribution by/ Distribution to the owners of the Company - - - - - -

i) Bonus Share Issued 195,432,000 - - - (195,432,000) -

ii) Share Issue - - - - - -

iii) Cash Dividend - - - - (10,285,895) -

iv) Dividend Distribution Tax - - - - - -

v) Others (To be specified) - - - - - -

Balance as on Ashadh end,	2081	2,100,000,000	94,178,605
Balance as on Shrawan	1,	2081	2,100,000,000	94,178,605

Prior period adjustment - - - - (1,768,614) -

Restated Balance as at Shrawan 1, 2081 2,100,000,000 - - - 92,409,991 -

Transfer from Acquisition of Ajod Insurance - - - - - -

Profit/(Loss) For the Year - - - - 178,001,488 -

Other Comprehensive Income for the Year, Net of Tax - - - - - -

i) Changes in Fair Value of FVOCI Debt Instruments - - - - - -

ii) Gains/ (Losses) on Cash Flow Hedge - - - - - -

iii) Exchange differences on translation of Foreign Operation - - - - - -

iv) Changes in fair value of FVOCI Equity Instruments - - - - - -

v) Revaluation of Property and Equipment/ Goodwill & Intangible Assets - - - - - -

vi) Remeasurement of Post-Employment Benefit Obligations - - - - - -

Transfer to Reserves/ Funds - - - - (125,883,651) -

Transfer of Insurance Fund - - - - - -

Transfer to Deferred Tax Reserves - - - - 57,295,056 -

Transfer of Depreciation on Revaluation of Property and Equipment - - - - - -

Transfer on Disposal of Revalued Property and Equipment - - - - 8,185,424 -

Transfer on Disposal of Equity Instruments Measured at FVTOCI - - - - - -

CSR Expenses - - - - - -

Staff training - - - - - -

Transfer of Capital Adjustment Reserve - - - - 127,190,578 -

Contribution by/ Distribution to the owners of the Company - - - - - -

i) Bonus Share Issued 210,000,000 - - - (210,000,000) -

ii) Share Issue - - - - - -

iii) Cash Dividend - - - - (11,052,632) -

iv) Dividend Distribution Tax - - - - - -

v) Others (To be specified) - - - - - -

Balance as on Ashadh end, 2082 2,310,000,000 - - - 116,146,254 -

Statement of Other Comprehensive Income

For Period 16th July, 2024 - 16th July, 2025 (For the Year Ended Ashad 2082)

Fig in NPR

Particulars Current Year Previous Year

- 178,001,488.24 248,403,449

Loss - -

r Value - -

ion - -

accounted for using the equity method - -

- - -

- - -

- - -

- - -

- - -

- - -

tangible Assets	47,154,689	59,617,691
ions	1,302,107	(8,334,963)
accounted for using the equity method	(14,537,039)	(15,384,818)
Of Tax	33,919,758	35,897,910

- 211,921,246 284,301,359

Statement of Changes In Equity

2025 (For the Year Ended Ashad 2082)

Fig. in NPR

Special Reserves Capital Adjustment Reserve Catastrophe Reserve Corporate Social Responsibility (CSR) Reserves Insurance Fund including Insurance Reserve Fair Value Reserves Actuarial Reserves Deferred Tax Reserve Other Reserve Total

- 797,125,439 349,600,000 33,645,949 1,317,953 - 256,498,564 (12,722,208) 89,824,864 - 3,577,767,033

- - - - - - - - - - (8,209,737)

- 797,125,439 349,600,000 33,645,949 1,317,953 - 256,498,564 (12,722,208) 89,824,864 - 3,569,557,296

- - - - - - - - - - 248,403,449

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - 41,732,384 - - - 41,732,384

- - - - - - - - - - -

- - - - - - - (5,834,474) - - (5,834,474)

- - - - - - - - - - (0)

- - - - - - - - 33,986,029 - -

- 6,090,641 - 609,064 121,813 - - - - - 12,181,282

- - - -	(1,051,400)	(1,051,400)
- - - - - - - - -	1,497,151	1,497,151

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - (47,809,422) - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - (10,285,895)

- 912,925,279 301,790,578 39,740,473 2,582,550 - 298,230,948 (18,556,682) 123,810,893 1,497,151 3,856,199,795

- 912,925,279 301,790,578 39,740,473 2,582,550 - 298,230,948 (18,556,682) 123,810,893 1,497,151 3,856,199,793

- - - - - - - - - - (1,768,614)

- 912,925,279 301,790,578 39,740,473 2,582,550 - 298,230,948 (18,556,682) 123,810,893 1,497,151 3,854,431,180

- - - - - - - - - - 178,001,488

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - 33,008,283 - - - 33,008,283

- - - - - - - - - - -

- - - - - - - 911,475 - - 911,475

- - - - - - - - - - -

- 117,648,272 - 5,882,414 2,352,965 - - - - - -

- - - - - - - - - - -

- - - - - - - (57,295,056) - - -

- - - - - - - - - - -

- - - - - - - - - - -

- 9,301,618 - 930,162 186,032 - - - - - 18,603,236

- - - -	(447,100)	(447,100)
- - - - - - - - -	1,526,566	1,526,566

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - (127,190,578) - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - -

- - - - - - - - - - (11,052,632)

- 1,039,875,169 174,600,000 46,553,048 4,674,447 - 331,239,230 (17,645,207) 66,515,837 3,023,717 4,074,982,496