JS Bank Limited ("JSBL" or the "Bank") was established in March 2006 as a public limited Company and commenced its commercial banking operations on December 30, 2006. JS Bank Limited was formed after the amalgamation of Jahangir Siddique Investment Bank Limited and American Express Bank Limited. JS Bank Limited is a scheduled commercial Bank, actively engaged in providing a comprehensive range of banking and financial services. The Bank's branch network is primarily concentrated in the provinces of Sindh and Punjab, reflecting its strategic focus on key economic hubs. In addition to its domestic operations, JS Bank maintains an international presence through an overseas branch located in the Kingdom of Bahrain. As of 9MCY25, the Bank is operating through 316 (CY24: 314) branches / sub-branches in Pakistan and one wholesale banking branch in Bahrain (CY24: 1 branch).

JS Bank Limited is a subsidiary of Jahangir Siddiqui & Co. Limited (JSCL), which holds a 71.21% equity stake in the Bank. The remaining 28.79% shareholding is distributed among a diverse group of investors, including domestic and international financial institutions, foreign investors, and local individual shareholders. JS Bank Limited is a subsidiary of JSCL, developed as a diversification strategy of the sponsor group. JS Group operates across a broad spectrum of sectors, with a core emphasis on financial services, including asset management, securities trading, commodities, brokerage, commercial banking, and insurance. Jahangir Siddiqui & Co. Limited (JSCL) holds equity interests in several wholly-owned subsidiaries, including JS International Limited, Energy Infrastructure Holdings (Private) Limited, Quality Energy Solutions (Private) Limited and JS Infocom Limited.

The Board of Directors (Board) consists of eight members, including the Chairperson and the CEO. Among them, four serve as independent directors, while three are non-executive directors. Mr. Adil Matcheswala - Chairperson 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. All Board members are highly qualified and accomplished professionals, bringing extensive experience and expertise to their roles. 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, 2024.

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. 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. 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 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. Through its digital platform "Zindigi", the Bank continues to deliver a comprehensive array of innovative digital products and services, enhancing customer convenience while reinforcing its competitive differentiation in the marketplace. At the end of CY24, Zindigi app has demonstrated significant growth across various metrics. Its throughput stands at PKR 206bln, marking a 42% increase from the previous year (CY23) of PKR 145bln. Customer deposits have reached PKR 6.7bln and number of app downloads has risen to 12.3mln, reflecting a 31% growth from 9.4mln (CY23). Whereas, at the end of 9MCY25, its throughput stands at PKR 265bln, marking a 28% increase from the CY24 (PKR 206bln). Customer deposits have reached PKR 6.8bln and number of app downloads has risen to 13.31mln. 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 59% of its obligors under "Good and above" credit risk rating , while another 28% fall under the "Marginal and above" category. Approximately 2% of obligors are rated under "Overdue but not Classified and above," and 11% are categorized under "Loss and above."

During 9MCY25, Pakistan's Banking sector's total assets posted growth of ~9.5% YTD whilst investments surged by ~23.4% to PKR ~36.7trln (CY24: PKR ~29.8trln). Net Advances of the sector recorded a decline of ~16.3% to stand at PKR ~13.2trln (CY24: PKR ~15.8trln). Non-performing loans witnessed a decrease of 11.2% YTD to PKR ~948bln (CY24: PKR ~1,068bln). The CAR averaged at 22.1% (CY24: 20.6%). Given the low monetary rate and high cost environment, Banks are likely to show some dilution in profitability by the end of CY25 (Source: SBP Compendium). JS Bank Limited is classified as a medium-tier Bank, capturing a market share of 2% in terms of customer deposits on a standalone basis as of CY24, consistent with its position in CY23. At the end of 9MCY25, the market share of the Bank remained intact at 2%. During CY24, the Bank’s net markup income recorded a healthy increase of 22% on a YoY basis to stand at PKR 27.3bln (CY23: PKR 22.4bln) attributable to a sizeable increase in markup earned recorded at PKR 109bln (CY23: PKR 92bln). Whereas, during 9MCY25, the Bank’s net markup income remained almost intact to stand at PKR 20.3bln (9MCY24: PKR 19.9bln)  Consequently, the Bank’s net markup income to total income improved to 70.6% (CY23: 64.7%) and 65% at the end of 9MCY25, reflecting stronger core earnings. The Bank’s asset yield strengthened to 21.1% (CY23: 17.9%) and 14.0% at the end of 9MCY25, indicating better return on earning assets. The cost of funds recorded an increase and clocked in at 15.0% at the end of CY24 (CY23: 12.8%). Whereas at the end of 9MCY25, it stood at 8.5%. Consequently, the spread of the Bank stood at 6.2% (CY23: 5.2%) and 5.5% at the end of 9MCY25, reflecting improved profitability margins. During CY24, the Bank’s non-markup income decreased to PKR 11.3bln (CY23: PKR 12.2bln) primarily due to a significant drop in foreign exchange income to PKR 3.3bln (CY23: PKR 5.8bln). Although dividend income saw an uptick to PKR 2.3bln (CY23: PKR 1.8bln), it was insufficient to offset the decline in FX gains. Consequently, with an increase in ECL charge against asset, the bottom line witnessed a dip to PKR 2.8bln (CY23: PKR 4.3bln) due to increase in provisions signaling a need for greater income diversification and a more resilient non-core revenue mix to sustain profitability amid market fluctuations. At the end of 9MCY25, the Bank’s non markup income increased by 12% YoY to PKR 10.9mln with strong growth from other income as well as positive impact through net gains on securities of 124% YoY basis amounting to PKR 1.4bln. Non markup expneses of the Bank increased to PKR 22bln at the end of 9MCY25 (9MCY24: PKR 20bln). Consequently, profitabiltiy of the Bank remained intact on YoY basis and stood at PKR 2.6bln at the end of 9MCY25 (9MCY24: PKR 3.1bln).

During CY24, the Bank’s gross performing advances book increased to PKR 226.4bln (CY23: PKR 197.6bln), reflecting a healthy expansion in the Bank’s lending portfolio whereas contracted to PKR 194.9bln at the end of 9MCY25. The growth in CY24 was accompanied by a slight increase in the net Advances-to-Deposits Ratio (ADR), which rose to 42.9% (CY23: 41.9%), indicating improved utilization of deposit mobilization for credit extension and it stood at 35.03% at the end of 9MCY25. However, asset quality pressures were evident during CY24, as gross non-performing advances NPLs increased to PKR 21.3bln (CY23: PKR 16.2bln), leading to a rise in the infection ratio to 8.6% from 7.6% YoY basis. While credit growth remains strong, the uptick in NPLs suggests a need for heightened credit risk monitoring and a more cautious lending approach to maintain portfolio quality. During 9MCY25, gross non-performing advances NPLs increased to PKR 23.3bln and infection ratio stood at 10.6%. As of CY24, JS Bank Limited’s investment portfolio recorded an YoY increase, reaching PKR 302bln (CY23: PKR 288bln), with ~93% of the portfolio allocated to government securities, reflecting a conservative and risk-averse investment strategy. Whereas, investment portfolio of the Bank stood at PKR 367bln at the end of 9MCY25. This upward trajectory suggests a proactive approach by the Bank in strategically optimizing its investment portfolio, either to enhance yield generation or to strengthen risk mitigation in response to evolving market dynamics. JS Bank Limited demonstrated solid growth in its deposit base, which increased to PKR 525bln in CY24 (CY23: PKR 486bln) and PKR 556bln at the end of 9MCY25, reflecting improved customer acquisition and retention. Notably, the composition of deposits strengthened, with Current Account (CA) and Savings Account (SA) proportions rising to 38% and 33%, respectively (CY23: 33% and 28%) and 36% and 39% at the end of 9MCY25. This shift toward low-cost, stable funding sources is likely to improve the Bank’s funding profile and reduce overall cost of funds. Overall, the growth in core deposits, together with a strong liquidity profile, places the Bank in a solid position to support future asset expansion while preserving financial strength and stability. At the end of CY24, the equity base was recorded at PKR 43.7bln (CY23: PKR 40.3bln) and the CAR of the Bank stood at 13.24% at the end of CY24 (CY23: 12.53%). At the end of 9MCY25, the equity base was recorded at PKR 46.4bln and the CAR of the Bank stood at 13.9%. The equity-to-total assets ratio also saw a marginal improvement, increasing to 6.9% (CY23: 6.8%) and 6.9% at the end of 9MCY25. To strengthen its capital base, the Bank has successfully 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. 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. This modest uptick in capitalization indicates a stable capital position, supporting the Bank’s asset growth while maintaining a reasonable buffer against potential risks. While the ratio remains within a healthy range, continued equity enhancement will be important to underpin future expansion, absorb credit risk, and comply with evolving regulatory requirements.

The JSBL has issued a Rated, Privately Placed, Unsecured, Subordinated, Perpetual and Non-cumulative TFC ("TFC") amounting to PKR 2.5bln in December 31, 2018. The tenor of the TFC is perpetual and carries a profit rate of 6MK+225bps. The Bank may call the TFCs, with prior approval of SBP, after five years from the date of issue. In addition to the Lock In Clause, the TFC will be subject to 1) loss absorption upon the occurrence of a Pre-Specified Trigger (“PST”) i.e. issuer’s CET1 ratio falls to/below 6.625% of Risk Weighted Assets; and 2) loss absorption and/or any other requirements of SBP upon the occurrence of a Point of Non Viability (“PONV”). The TFCs shall, if directed by the SBP, be fully and permanently converted into ordinary shares and/or have them immediately written off (partially or in full) upon the PONV Trigger Event. TFC is perpetual. So, there is no fixed or final date for principal payment.

The TFC is subordinated to payment of principal and profit of all other claims except ordinary shares.

The TFC is unsecured.