JS Bank Limited (“JSBL” or the “Bank”) was incorporated in Pakistan as a public limited Company on March 15, 2006 and commenced commercial banking operations on December 30, 2006. The Bank operates as a scheduled commercial bank under the regulatory supervision of the State Bank of Pakistan (“SBP”). The Bank emerged through the amalgamation of Jahangir Siddiqui Investment Bank Limited and the domestic commercial banking operations of American Express Bank in Pakistan.Since its inception, JSBL has transformed into a technology-driven mid-sized commercial bank, offering a diversified suite of services across retail, corporate, SME, agriculture, treasury, investment, digital, Islamic, and branchless banking segments. The Bank’s strategic trajectory significantly transformed following the acquisition of controlling stake in BankIslami Pakistan Limited, strengthening the consolidated franchise, expanding market penetration, and enhancing the Group’s competitive positioning within both conventional and Islamic banking segments. JSBL provides a comprehensive suite of banking and financial services through an extensive domestic and international network. As of CY25, the Bank operated through 317 domestic branches (CY24: 314 branches) along with one overseas branch in Bahrain. The branch network remains concentrated in key commercial centers across Sindh and Punjab while gradually expanding its footprint into other regions. The Bank continues to position itself as a digitally progressive institution through its flagship digital platform “Zindigi,” which has emerged as a major contributor toward customer acquisition, transaction throughput, and low-cost deposit mobilization. The Bank’s operational model integrates physical distribution channels with digital banking infrastructure, enabling diversification of revenue streams and improved operational scalability.

JS Bank Limited is a subsidiary of Jahangir Siddiqui & Co. Limited (“JSCL”), which holds approximately 71.21% shareholding in the Bank. The remaining shareholding is distributed among financial institutions, corporates, foreign investors, and local individuals. The ownership structure is stable given the strong sponsor backing from the broader JS Group (or the "Group"). The JS Group’s diversified financial sector exposure including banking, brokerage, asset management, investment banking, insurance, commodities, and capital markets, combined with its longstanding market presence, continues to support JSBL’s strategic direction, business diversification initiatives, and operational expansion. The group has demonstrated continued strategic commitment toward expanding the Bank’s market position, strengthening its digital franchise, and enhancing its consolidated banking platform through strategic investments and acquisitions. The acquisition of majority control in BankIslami Pakistan Limited materially strengthened the Group’s consolidated banking presence and diversified its exposure across both conventional and Islamic banking segments. The strategic integration continues to support growth momentum, franchise strength, and market visibility. The consolidated banking structure, coupled with access to capital markets and demonstrated sponsor support, strengthens the Bank’s financial flexibility.

The Board of Directors (Board) consists of seven members, including the Chairman and the CEO. Among them, three serve as independent directors, while three are non-executive directors. The CEO holds the position of an executive director, representing the management on the Board. Mr. Adil Matcheswala - Chairman has also been serving on the Board of JS Bank Limited since 2012. He is the Chief Executive Officer and founding Director of Speed (Private) Limited, a retail and distribution Company. His prior roles include serving as Chairperson of the Board and Audit Committee at JS Global Capital Limited, as well as Director of JS Value Fund. Lt. Gen. (R) Sadiq Ali - Independent Director commissioned into the Pakistan Army in 1984, is a graduate of the Turkish War Academy and NDU Islamabad. Over his distinguished career, he held key command and staff positions, including leading major formations and serving as Secretary Defense Production from 2020 to 2022. He also serves as a Director at Zameen REIT Management Company Limited. Mr. Usman Yousaf Mobin - Independent Director was also former Chairman of NADRA (2015–2021), is recognized for his groundbreaking contributions to citizen registration and public service delivery in Pakistan and abroad. With a strong academic background and numerous national and international IT projects to his credit, he has transformed systems at NADRA and other organizations. He currently serves as a Director at Aploi (Pvt) Ltd. Ms. Nargis Ghaloo - Non Executive Director is a retired senior civil servant with 36 years of service, including leadership roles such as Chairperson of State Life Insurance Corporation and Managing Director of the Public Procurement Regulatory Authority. She brings extensive experience across public administration, finance, and governance, and currently serves on the boards of Hinopak Motors, GIK Institute, and the Civil Aviation Authority. Mr. Saad Bhimjee - Non Executive Director is a seasoned Insurance and Risk Management professional with over 16 years of international experience across Pakistan, Canada, and the UK. He is the Founder and CEO of QubeRisk, a digital-first insurance provider in Canada, and previously held senior roles at Aon and UIB London. He currently serves as a Director at EFU General Insurance Ltd. Mr. Qaiser Noor - Independent Director of JS Bank Limited with over 25 years of diversified experience in banking, fintech, capital markets, and Islamic finance across the GCC, UK, and international markets. He has held several senior leadership and advisory roles with leading financial institutions and regulatory bodies, bringing extensive expertise in corporate governance, risk management, financial regulation, and digital transformation. Mr. Khalilullah Shaikh resigned from the Board of Directors of JS Bank Ltd on April 28, 2026. Consequently, the Bank appointed Mr. Khalid Rahman as an Independent Director,  this appointment is currently subject to regulatory clearance from the State Bank of Pakistan. All Board members are highly qualified and accomplished professionals, bringing extensive experience and expertise to their roles. The Board maintains robust oversight of the Bank’s management policies and operational activities through its four dedicated committees: (a) Audit Committee, (b) Risk Management Committee (RMC), (c) Information Technology Committee, and (d) Human Resources, Remuneration & Nomination Committee. M/s KPMG Taseer Hadi & Co. Chartered Accountants are the external auditors of the Bank. They have expressed an unqualified opinion on the Bank’s financial statements for the year ended December 31, 2025.

JSBL operates under a streamlined organizational framework that distinctly delineates roles, authorities, and reporting hierarchies, supported by robust monitoring and compliance mechanisms to ensure effective governance and operational efficiency. Mr. Basir Shamsie - CEO has also served as Chairman of JS Investments Limited and JS Global Capital Limited and as Director of JS Bank Limited. He possesses an extensive experience of more than 33 years, primarily in the banking sector. He has been associated with JS Group for a long time. Mr. Atif Salim - Chief Operating Officer brings over 28 years of leadership experience in retail and microfinance banking. Formerly Group Head of Retail Banking, he now leads key business areas with a strong focus on digitization, customer experience, and strategic growth. Mr. Adeel Ehtesham, Chief Financial Officer brings over 21 years of extensive experience in the banking industry. Prior to joining JS Bank, he served as the Financial Controller at Soneri Bank Limited. Mr. Azhar Ahmed - Chief Risk Officer is a highly experienced banking professional with a robust background in risk management. He has previously held key roles in enterprise and credit risk management, demonstrating deep expertise in Basel implementation, portfolio oversight, and risk governance in JS Bank Limited. Mr. Tariq Yar Khan - Chief Compliance Officer is a seasoned banking professional with deep expertise in compliance and operations. He previously held key leadership roles at Soneri Bank for nearly 11 years, including Chief Compliance Officer and Head of Branch Banking Operations. The senior management team comprises seasoned professionals with diverse and extensive experience across various segments of the financial services industry. The Bank has various committees in place at the management level to oversee its day-to-day operational matters and take decisions to implement the strategy outlined by the Board. The Bank’s operational execution capability has materially improved following enhanced investments in technology, digital infrastructure, and process automation.The implementation of data warehousing, data science, and business intelligence solutions has significantly accelerated product innovation, enhanced customer service delivery, and institutionalized data-driven decision-making across the Bank. These advancements have enabled the automation of MIS reporting, providing senior management with timely, accurate, and actionable insights. The Bank's Leadship Team (TL), Risk Management Committee (RMC), Portfolio Management Committee (PMC) and Operational Risk Management Committee (ORMC), Compliance Management Committee (CMC), Remedial Management Committee (RMC), and Asset & Liability Committee (ALCO) of management monitor the Bank's activities and manage risk within set limits. The internal Risk Rating Module is being used by the Bank. The module supports the Bank in its Obligor Risk Rating (ORR) process by adding more objectivity to the credit appraisal process. The Bank has assigned 65% of its obligors under "Good and above" credit risk rating , while another 23% fall under the "Marginal and above" category. Approximately 1% of obligors are rated under "Overdue but not Classified and above," and 12% are categorized under "Loss and above."

During CY25, Pakistan’s banking sector’s total assets grew by approximately 17.8% YoY, while investments surged by ~31.1% to PKR ~39.1trln (CY24: PKR ~29.8trln). Net advances of the sector declined by ~6% to PKR ~14.9trln (CY24: PKR ~15.8trln). Non-Performing Loans (NPLs) decreased by 9.7% YoY to PKR ~964bln (CY24: PKR ~1,068bln). The Capital Adequacy Ratio (CAR) averaged 20.8% (CY24: 20.6%), slightly below historical averages due to higher risk-weighted assets and a shift toward low-yield government securities, yet capitalization remains adequate to absorb potential shocks. While the Advances to Deposit Ratio (ADR) was reported at 37.5% (CY24: 49.7%), which appears higher relative to declining advances, because deposit growth outpaced lending activity. This reflects a cautious lending stance by banks in a challenging macroeconomic environment, where risk-averse behavior and liquidity accumulation resulted in slower credit deployment, pushing the ADR downwards. In a lower policy rate environment, coupled with high operating costs and reduced lending, the sector faced margin pressure, leading to moderated profitability by end-CY25, despite robust capitalization and improving asset quality. (Source: SBP Compendium). Amid this operating environment, the JS Bank Limited sustained growth momentum during CY25, with its lending portfolio expanding by 11%. The Bank reported an Advance-to-Deposit Ratio (ADR) of 45.9% (CY24: 42.9%). While this deposit mobilization supports funding stability and liquidity, the expansion in risk-weighted assets exerted pressure on the Bank’s capital position, leading to a moderation in the Capital Adequacy Ratio (CAR) to 13.12% (CY24: 13.24%). JSBL continues to strengthen its market positioning as a mid-sized technology-oriented commercial Bank. It is capturing a market share of 2% in terms of customer deposits on a standalone basis as of CY25, consistent with its position in CY24. Whereas, on a consolidated basis, it stood at 4% share in term of customer deposits (CY24: 4%). The Bank’s consolidated franchise has expanded materially following the acquisition of BankIslami Pakistan Limited. JSBL reported deposits and other accounts of PKR 543.5bln at end-CY25 (CY24: PKR 525.1bln), reflecting a growth of ~3.5% YoY. The Top 20 deposit concentration to total deposits stood at 21% (CY24: 12%). Customer deposits remained the primary funding source and increased marginally to PKR 507bln (CY24: PKR 507bln), while deposits from financial institutions increased significantly to PKR 36bln (CY24: PKR 18bln), primarily driven by growth in term and savings deposits from financial institutions. In terms of deposit composition, individual sector deposits constituted the largest share at 44.8% of total deposits (CY24: 44.3%), followed by private sector at 29.2% (CY24: 37.2%) and government deposits at 18.9% (CY24: 12.9%). Its strategic positioning is increasingly centered around digital banking, technology-led customer acquisition, and diversified product offerings. The Bank’s market profile benefits from strong sponsor backing, consolidated Islamic banking presence, an expanding digital franchise, a diversified lending portfolio, a growing branch network, and strong treasury positioning.

The Bank’s revenue profile remained principally driven by core banking income, while non-markup income provided meaningful support during CY25. JS Bank Limited’s total markup income declined during CY25 amid the lower interest rate environment and broad-based compression in asset yields. However, the impact on profitability remained manageable as the decline in funding costs and improved deposit mix supported margin resilience. JS Bank Limited’s total markup income declined by 34% to PKR 71.5bln in CY25 (CY24: PKR 108.5bln). However, on a spread basis, the impact remained manageable as liability repricing was relatively faster than asset repricing. Advances-related markup income, reported at PKR 25.5bln (CY24: PKR 35.7bln), declined by 29% despite 11% growth in gross advances, indicating yield compression driven by downward repricing of the lending book. Investment-related markup income also declined by 37% to PKR 44.7bln (CY24: PKR 70.8bln) and represented 62.5% of total markup income. Within this, government securities continued to dominate the portfolio, while yields declined in line with successive SBP policy rate cuts during CY25. The dynamic between liabilities and earning assets enabled the Bank to sustain its net markup income at PKR 27.1bln (CY24: PKR 27.4bln), despite the sizeable decline in gross markup income. The Bank’s asset yield declined to 13.1% (CY24: 21.1%) whereas, cost of funds recorded an improvement and clocked in at 7.8% at the end of CY25 (CY24: 15.0%). Consequently, the spread of the Bank stood at 5.3% (CY24: 6.1%). Non-markup income increased by 16.6% to PKR 13.2bln (CY24: PKR 11.3bln), primarily driven by higher realized gains on securities. During the year, realized gains on securities increased substantially by PKR 2.1bln YoY, supporting overall non-markup income growth, while foreign exchange income declined by PKR 1.37bln due to relatively lower volatility in FX markets. On the expense side, non-markup expenses increased by 10.7% YoY to PKR 30.5bln (CY24: PKR 27.6bln). Consequently, profit before credit loss allowance and taxation declined by 11.7% to PKR 9.8bln (CY24: PKR 11.1bln). Total provisioning and write-offs decreased by 23.8% to PKR 3.6bln (CY24: PKR 4.7bln), reflecting improved risk absorption capacity and better asset quality indicators. Accordingly, profit before taxation stood at PKR 6.2bln (CY24: PKR 6.4bln), depicting a marginal decline of 2.8%, while profit after taxation was reported at PKR 2.8bln (CY24: PKR 2.9bln), remaining broadly stable despite pressure on spreads during the year. Going forward, JS Bank Limited remains committed to offering customer-centric, innovative digital financial solutions tailored to the needs of its diverse clientele. This commitment is underpinned by a focus on agility, resilience, and the highest standards of ethics, corporate governance and professional excellence.

JS Bank Limited demonstrated moderate growth in its financing portfolio during CY25, with gross advances increasing by 10.8% to PKR 274.5bln at end of CY25 (CY24: PKR 247.7bln), reflecting the Bank’s continued focus on selective lending growth amid a cautious credit environment. However, deposit growth remained comparatively subdued at 3.5%, resulting in a improvement in the Gross Advances-to-Deposit Ratio (ADR), which stood at 45.9% at end of CY25 (CY24: 42.9%). The Top 20 Advances to Total Advances concentration stood at 12% (CY24: 17%), largely comprising exposures to financially sound corporate borrowers. Sector-wise, the financial sector remained the largest contributors to the advances portfolio. Financial advances stood at PKR 47.0bln (CY24: PKR 48.0bln) constituting 17% of the total advances portfolio and remaining the largest sectoral exposure while individual advances increased by 7% to PKR 36.7bln (CY24: PKR 34.3bln). On a segment basis, advances to the private sector increased to PKR 252.6bln (CY24: PKR 225.8bln), whereas exposure to the government/public segment remained intact at PKR 21.9bln (CY24: PKR 21.9bln), bringing gross advances to PKR 274.5bln (CY24: PKR 247.7bln). On the asset quality front, non-performing loans (NPLs) increased by 8.9% to PKR 23.2bln (end-Dec’24: PKR 21.3bln). The Top 20 NPLs to Total NPLs concentration stood at 51% (CY24: 46%). Sector-wise, metal and allied industries contributing the largest NPLs at PKR 4.6bln (CY24: PKR 4.5bln) followed by information and technology sector stood at PKR 3.7bln (CY24: PKR 1.0bln), respectively. However, the infection ratio improved to 8.46% (CY24: 8.61%), supported by growth in the performing advances portfolio. At the end of CY25, JS Bank Limited’s investment portfolio stood at PKR 278.0bln (CY24: PKR 302.4bln), depicting a decline of 8.6% YoY, reflecting portfolio rebalancing amid the declined interest rate environment. Government securities continued to dominate the investment portfolio, constituting the substantial majority of total investments of 83%, highlighting the Bank’s conservative and liquidity-focused investment strategy. Within this, Pakistan Investment Bonds (PIBs) rose by 15.7% to PKR 199.1bln (CY24: PKR 172.1bln), while Market Treasury Bills (T-Bills) decreased by ~2 times to PKR 28.6bln (CY24: PKR 84.9bln). The growth in long-term PIBs reflects the Bank’s approach to optimizing returns. The persistent concentration in government-backed instruments highlights JSBL’s conservative and stability-focused investment strategy, balancing yield enhancement with capital preservation. In PIBs, around PKR 27bln are fixed and PKR 172bln are floating. At the end of CY25, JS Bank Limited maintained a sound liquidity profile, supported by a stable deposit base and sizeable holdings in liquid government securities. The Bank’s deposit mix reflected continued improvement in low-cost funding, with current deposits increasing to PKR 222.1bln (end-Dec’24: PKR 198.4bln), depicting a growth of 12% YoY. Consequently, the share of current deposits in total deposits improved to 41% (CY24: 38%), supporting funding cost optimization while savings deposits increased by 18% to PKR 204.3bln (end-Dec’24: PKR 173bln), reflecting sustained CASA mobilization efforts. In contrast, term deposits declined significantly by 24% to PKR 117.1bln (CY24: PKR 153.8bln), indicating depositor preference shifting away from high-rate term products. Accordingly, the CASA ratio improved to 78.5% at end of CY25 (CY24: 70.7%), reflecting strengthening granularity in the funding base. The Bank’s capitalization profile remained adequate, supported by earnings retention and a strengthened equity base. Shareholders’ equity increased to PKR 46.7bln at the end of CY25 (CY24: PKR 43.7bln). The Bank’s total Capital Adequacy Ratio stood at 13.12% at end of CY25 (CY24: 13.24%), remaining above the regulatory requirement. To strengthen its capital base, the Bank issued one Additional Tier 1 Term Finance Certificate (TFC) amounting to PKR 2,500mln. In addition, the Bank has also issued two Additional Tier 2 TFCs with a cumulative value of PKR 6,000mln. Furthermore, the Bank is in the process of issuing an Additional Tier-2 TFC amounting to PKR 4bln to further strengthen its capital base and support future balance sheet growth. These capital instruments have been structured to enhance the Bank’s capital adequacy ratio, providing a buffer for loss absorption and supporting the Bank’s long-term growth and risk management objectives.

The Bank is going to issue rated, privately placed, unsecured, subordinated and subsequently listed Term Finance Certificate Issue (TFC)  (under the Privately Placed Debt Securities Listing Regulations of the PSX Rule Book) of up to PKR 4.0bln, inclusive of a green-shoe option of PKR 1.0bln. The Instrument shall be issued as redeemable capital under Section 66(1) of the Companies Act, 2017, and in accordance with the State Bank of Pakistan’s Basel III implementation guidelines. The proceeds of the issue will contribute towards strengthening the Bank’s Tier II capital and supporting its ongoing business operations, as permitted under applicable regulations. The Instrument will carry a markup rate equivalent to 3-Month KIBOR plus a spread of 2.0%, payable quarterly in arrears. The repayment structure will comprise a nominal redemption of 0.24% during the first nine years, while the remaining 99.76% of the outstanding principal will be redeemed through four equal quarterly installments in the final year of the Instrument. The TFCs will have a tenor of up to ten years from the Issue Date and will carry a call option exercisable by JS Bank Limited (“JSBL” or the “Bank”) after five years from the Issue Date, subject to prior approval of the State Bank of Pakistan (“SBP”). No put option will be available to investors. In line with the Tier II lock-in clause requirements, neither profit nor principal shall be payable, even at maturity, if such payment results in a shortfall or increase in any existing shortfall in the Bank’s Minimum Capital Requirement (“MCR”), Capital Adequacy Ratio (“CAR”), or Leverage Ratio. Furthermore, the Instrument will remain subject to Point of Non-Viability (“PONV”) loss absorbency provisions, whereby SBP may, at its discretion, require the TFCs to be permanently converted into ordinary shares and/or written off, either partially or fully, upon the occurrence of a PONV event.

The Instrument shall be subordinated to all other indebtedness and obligations of JS Bank Limited, including depositors and other senior liabilities, while ranking senior only to instruments eligible for inclusion in Additional Tier I capital.

The TFC is unsecured.