Phoenix Insurance financial analysis: combined ratio 90.7% in 2025 and a Tk 48m fire loss (Oct 2026)

Investment considerations: 2025 EPS Tk 2.02, combined ratio 90.7%, nine-month 2026 EPS Tk 2.05

What it is. Phoenix Insurance PLC (DSE: PHENIXINS) is a Dhaka general (non-life) insurer, incorporated as a public limited company in 1986, which went public in 1994 [3 p.5] [1 p.77]. It writes fire, marine cargo, marine hull, motor and miscellaneous business [1 p.246]. The name changed from Phoenix Insurance Company Limited to Phoenix Insurance PLC with effect from 22 December 2025, and the head office moved to Phoenix Tower, 407 Tejgaon Industrial Area, from 2 March 2025 [25]. It has 40,341,572 shares of Tk 10, a number unchanged since the 25% stock dividend of 2012 [1 p.77]. Sponsors and directors hold 38.17%, institutions 13.57%, employees 0.26% and the general public 48.00% [1 p.76].

Where it stands. Gross premium was Tk 793.1m in 2025, up 5.7% on Tk 750.5m, and net premium after reinsurance was Tk 420.4m, up 0.4% [1 p.246] [1 p.217] [29]. Underwriting profit fell to Tk 41.0m from Tk 70.1m [1 p.216]. Profit before tax rose to Tk 95.3m from Tk 69.5m, and profit after tax to Tk 81.6m (EPS Tk 2.02) from Tk 60.9m (EPS Tk 1.51) [1 p.210] [1 p.212]. Below the underwriting line, interest income was Tk 38.6m (Tk 23.1m in 2024) and the gain on sale of shares Tk 26.7m (Tk 0.4m) [1 p.211]. On one combined-ratio definition used for every insurer in this note, the 2025 ratio was 90.7%, against 68.2% in 2024 [29]. For the first half of 2026 the company reported profit after tax of Tk 58.5m against Tk 27.5m, with no agency-commission charge [3 p.2], and DSE-announced nine-month EPS was Tk 2.05 against Tk 1.61 [25].

Sources of earnings and payout. Phoenix earns from underwriting and from a share and deposit portfolio. In 2025 underwriting profit was Tk 41.0m, 43.0% of pre-tax profit, and investment and other income was Tk 91.3m, 95.8% of pre-tax profit, with Tk 31.4m of unallocated management expenses deducted below [1 p.210] [1 p.211] [29]. City Bank PLC shares are the largest single investment: 8,929,867 shares with a market value of Tk 217.9m at end-2025, which paid Tk 11.2m of the Tk 12.5m dividend income [1 p.239] [1 p.244]. Equity was 58.5% of total assets at end-2025 [29]. Return on average equity was 6.1% in 2025 on derived equity; over 2018-2025 it ranged from 4.3% (2023) to 6.7% (2018) [29]. The 2025 cash dividend of Tk 48.4m was 59.4% of EPS [1 p.250] [29].

• Commission after 1-Jan-2026. Signpost: the 'Commission' line in the FY2026 revenue accounts (board meeting inferred 27-Apr-2027 to 5-May-2027, 3 years of precedent; no date notified). The H1 2026 statement prints a dash for agency commission.
• Fire claims. Signpost: the fire revenue account and note 13 in the FY2026 accounts (fire outstanding claims Tk 56.5m at end-2025, Tk 15.0m a year earlier).
• Auditor's emphasis and other-matter items. Signpost: the FY2026 audit report, on sponsor holdings, revaluation, the CMSF transfer, FDR confirmations and treasury-bond holdings.
• The building sale decided on 24-Sep-2025. Signpost: any DSE notice or note on Phoenix Bhaban; no outcome is disclosed in the filings read.
• Tax demands. Signpost: note 40 in the FY2026 accounts (demands under stay or appeal, Tk 668.9m printed total).

Business: fire 49.4% of 2025 gross premium, marine 31.8%, miscellaneous 11.4%, motor 7.4%

How it makes money. A Bangladeshi general insurer collects premium, cedes part of each risk to reinsurers (who pay a commission back), holds a reserve for the unexpired part of each policy, and pays claims, commission and management expenses from the rest. Phoenix carries the reserve for unexpired risk at 40% of the year's net premium for fire, motor, miscellaneous and marine cargo, and at 100% for marine hull [1 p.218] [1 p.220] [1 p.222]. Its management expenses of Tk 220.4m in 2025 were allocated to the revenue accounts 'in the proportion of gross premium', under section 40 (C-2) of the Insurance Act 1938 [1 p.245] [1 p.246]. The company's market-share page puts its 2025 gross premium at 1.48% of Tk 53,261m written by private non-life insurers, and describes its market share as 'poor' [1 p.195].

Classes. Fire is the largest class: Tk 391.7m of gross premium in 2025, 49.4% of the total, of which the company kept 42.2% after reinsurance [1 p.246] [29]. Marine cargo wrote Tk 222.0m and kept Tk 166.3m; marine hull wrote Tk 30.5m and kept Tk 5.9m [1 p.246]. Motor wrote Tk 58.5m and kept 90.9%, and miscellaneous wrote Tk 90.3m and kept 32.7% [1 p.246] [29]. In total Tk 372.7m was ceded, 47.0% of gross premium, against 44.2% in 2024 (2024 cession derived from gross and net premium) [1 p.246] [1 p.217] [29].

Reinsurance and SBC. Commission on reinsurance ceded was Tk 60.6m in 2025, 16.3% of the premium ceded [1 p.217] [29]. Amounts due from other insurers rose 32.5% to Tk 368.8m, of which SBC treaty, facultative, accepted and co-insurance balances were Tk 239.5m and overseas treaty Tk 100.9m [1 p.240] [29]. On the other side, Tk 134.1m was due to other insurers, including Tk 72.0m to Sadharan Bima Corporation and Tk 53.0m overseas [1 p.236]. The auditor's other-matter paragraph states: 'No third party confirmation was provided to verity the Amount due to other persons or bodies Carrying on insurance business of Tk 90,985,093 and Amount due from other persons or bodies carrying on insurance business of Tk.368,808,916.' [1 p.202]

Nine years of premium. Gross premium was Tk 713.0m in 2017 and Tk 793.1m in 2025, a compound 1.3% a year (our derivation) [2 p.51] [1 p.68]. It rose in 7 of the 8 years and fell 17.2% in 2020, to Tk 646.1m [29]. Year-on-year growth ranged from -17.2% (2020) to 6.5% (2018) [29]. Net premium fell 27.6% in 2023, to Tk 274.1m, and rose 52.8% in 2024 [29]. Retention ranged from 38.0% (2023) to 63.7% (2017) over the nine years [29]. The 2025 highlights page prints 2024 net premium as Tk 418.7m; the 2025 revenue account prints Tk 418.6m [1 p.68] [1 p.217].

Underwriting: 2025 profit Tk 41.0m, claims ratio 25.5%, combined ratio 90.7%

Claims. Net claims in the consolidated revenue account were Tk 107.3m in 2025 against Tk 14.5m in 2024 [1 p.216]. The build-up: net claims paid of Tk 85.0m, plus outstanding claims at the year-end of Tk 72.4m, less Tk 50.0m outstanding at the start [1 p.216]. Note 29.01 shows gross claims paid on direct business of Tk 184.8m and Tk 102.2m received from reinsurers [1 p.245]. On net premium, the claims ratio was 25.5% in 2025 and 3.5% in 2024 [29]. The 'Net Claim' row of the five-year highlights is a paid figure (Tk 85.0m for 2025) and was negative in 2023, at minus Tk 37.0m [1 p.68].

By class. Fire net claims were Tk 101.7m against Tk 12.7m in 2024, and the fire account moved from a profit of Tk 2.1m to a loss of Tk 48.1m [1 p.218]. Fire outstanding claims rose from Tk 15.0m to Tk 56.5m [1 p.236]. On our definition the fire combined ratio was 129.7% [29]. Marine net claims were nil in 2025 (minus Tk 28.5m in 2024), and the marine account made Tk 72.9m against Tk 74.5m [1 p.220]. Motor made Tk 19.3m and miscellaneous lost Tk 3.1m; the two together made Tk 16.2m against a loss of Tk 6.5m in 2024 [1 p.222]. The auditor's second key audit matter covers the outstanding-claims estimate (quoted in the balance-sheet section) [1 p.203].

Expenses. Management expenses charged to the revenue accounts were Tk 220.4m in 2025 against Tk 226.3m, including Tk 3.1m of insurance stamps [1 p.245] [1 p.246]. They were 27.8% of gross premium against 30.1% [29]. The revenue accounts print a separate 'Commission' line of Tk 114.1m, 14.4% of gross premium, against Tk 99.7m (13.3%) [1 p.216] [29]. The profit and loss account carries a further Tk 31.4m of management expenses not applicable to any fund, including Tk 12.5m of right-of-use depreciation and Tk 11.7m of depreciation [1 p.210]. The annual report gives no comparison of management expenses with an IDRA limit.

Combined ratio. We use one definition for Phoenix and each peer: net claims plus management expenses (including insurance stamps) plus agency commission, less reinsurance commission including profit commission, all over net premium. For Phoenix the agency-commission input is the printed 'Commission' line. On that basis the combined ratio was 90.7% in 2025 and 68.2% in 2024 [29]. The claims ratio rose from 3.5% to 25.5%; the expense ratio was 65.2% in 2025 and 64.8% in 2024 [29]. The company's own key-highlights page prints a 'Combined ratio' of 52.42 for 2025 and 45.97 for 2024, without stating its formula [1 p.189]. The underwriting margin (underwriting profit over net premium) also includes the change in the unexpired-risk reserve, a Tk 1.8m release in 2025 against a Tk 62.9m build in 2024 [1 p.216] [1 p.217].

Investments: Tk 91.3m of investment and other income in 2025; City Bank is 80.9% of quoted shares at market

The portfolio. At end-2025 Phoenix held Tk 361.1m of fixed deposits with 43 banks and 2 NBFIs, Tk 21.2m in STD/SND accounts, Tk 6.6m in current accounts and Tk 13.6m of cash in hand [1 p.240] [1 p.243]. The largest FDRs were with City Bank PLC (Tk 48.1m), Islami Bank Bangladesh PLC (Tk 32.7m) and AB Bank PLC (Tk 26.7m) [1 p.243]. Investments of Tk 403.3m comprised Tk 25.0m of 10-year treasury bonds held as the statutory deposit, Tk 65.0m deposited with Phoenix Securities Ltd. (PSL) 'for doing share trade on behalf of Phoenix Insurance PLC', and Tk 313.3m of shares at fair value [1 p.238] [1 p.239].

Income. Interest income rose to Tk 38.6m from Tk 23.1m: FDR interest Tk 30.8m (Tk 20.5m), interest on the PSL deposit Tk 5.8m (nil) and treasury-bond interest Tk 1.9m [1 p.244]. FDR interest was 8.3% of the average FDR balance (our derivation) [29]. Dividend income was Tk 12.5m, of which City Bank PLC Tk 11.2m and CDBL Tk 1.1m [1 p.244]. Other income of Tk 13.5m was mostly rent, including Tk 10.0m from Phoenix Bhaban [1 p.245]. The gain on sale of shares was Tk 26.7m against Tk 0.4m, and the cash-flow statement shows Tk 143.3m 'Investment made in shares' in 2025 [1 p.245] [1 p.224].

Shares. Quoted shares had a cost of Tk 166.3m and a fair value of Tk 269.2m at end-2025 [1 p.239]. City Bank PLC was Tk 217.9m of that fair value (cost Tk 95.9m), or 80.9% (our arithmetic) [1 p.239] [29]. The second line is 18,109,294 shares of Phoenix Finance & Investments Ltd., at a cost of Tk 65.8m and a fair value of Tk 47.1m (Tk 57.9m a year earlier) [1 p.239]. Unquoted holdings, carried at cost, are Phoenix Securities Ltd. (Tk 42.5m) and CDBL (Tk 1.6m) [1 p.239]. The fair-value change was a gain of Tk 18.6m in 2025 and a loss of Tk 212.0m in 2024, both through other comprehensive income [1 p.213].

Nine years of investment income. On the highlights basis, investment and other income ranged from Tk 41.1m (2023) to Tk 110.2m (2017) [2 p.51] [1 p.68]. The 2025 highlights print Tk 91.3m and the key-highlights page prints Tk 64.6m for the same line; the 2025 highlights print Tk 5.1m for 2024, and the 2024 notes add up to Tk 50.9m [1 p.68] [1 p.189] [1 p.211]. We use Tk 50.9m for 2024 and Tk 91.3m for 2025, the totals of the printed profit-and-loss lines [29].

Ratios 2017-2025: ROE 6.1% in 2025, underwriting margin 9.7%

Returns. Return on average equity was 6.1% in 2025 against 4.3% in 2024; over 2018-2025 it ranged from 4.3% (2023) to 6.7% (2018) [29]. Profit after tax here is EPS times 40,341,572 shares and equity is NAV per share times shares (our derivations), because the five-year highlights print EPS and NAV per share and no profit-after-tax row [2 p.51] [1 p.68]. The derived 2025 profit is Tk 81.5m against Tk 81.6m printed in the profit and loss account [1 p.210] [29]. Return on average assets was 3.6% in 2025, within a 2.8% (2024) to 4.5% (2018) range [29]. The underwriting margin was 9.7% in 2025; it ranged from 9.7% (2025) to 36.5% (2023) [29].

Capital and assets. Equity was 68.6% (2017) of total assets at its highest and 58.5% (2025) at its lowest over 2017-2025 [29]. Total assets were Tk 2,344.2m in 2017 and Tk 2,332.8m in 2025 [2 p.51] [1 p.68]. Investment plus cash and bank balances fell from 58.2% of total assets in 2017 to 34.5% in 2025 [29]. Sundry debtors of Tk 824.3m were 35.3% of total assets at end-2025; they include advance income tax of Tk 381.0m and 'Collection Control Accounts (Policies & Cover Note)' of Tk 313.9m [1 p.240] [29]. Net premium was 0.31 times derived equity in 2025 [29].

Cash conversion. Net cash from operating activities was Tk 22.5m in 2025 (NOCFPS Tk 0.56) against Tk 8.9m in 2024 (Tk 0.22) [1 p.224]. Premium collections were Tk 897.2m and payments for management expenses, reinsurance, claims and agency commission Tk 840.7m; income tax paid was Tk 34.0m [1 p.224]. Operating cash flow was 27.6% of profit after tax in 2025 (our arithmetic) [29]. The cash-flow statement prints opening cash of Tk 479.8m for 2025 and a 2024 closing balance of Tk 479.8m; the balance sheet prints Tk 421.2m at end-2024 [1 p.224] [1 p.208].

Solvency. The solvency analysis computes available margin as assets of Tk 1,637.8m after deducting amounts due from others, furniture and the collection control accounts, less liabilities of Tk 769.1m, giving Tk 868.7m [1 p.99]. Required margin is the higher of a premium basis (Tk 176.0m) and a claims basis (Tk 55.6m) [1 p.99]. The key-highlights page prints solvency ratios of 4.94 (2025), 5.01 (2024), 2.20 (2023), 2.43 (2022) and 1.94 (2021) [1 p.189].

Tax. The 2025 charge was Tk 13.7m: current tax Tk 16.9m less deferred-tax income of Tk 3.2m [1 p.210]. Note 41 prints an effective rate of 14.42% after deducting the reserve for exceptional losses and the effect of minimum tax [1 p.250]. The current-tax computation applies 1% minimum tax on business receipts of Tk 684.5m, 15% on share gains, 20% on dividends and 37.5% on rent [1 p.244].

Peers 2025: Phoenix's combined ratio of 90.7% is third-highest of 21 listed general insurers

We compare Phoenix with the 20 listed general insurers that have published AnalystBro notes and a 2025 annual report in the corpus, using each company's own 2025 revenue account on the company basis and one combined-ratio definition: net claims plus management expenses (including any separately printed stamp line) plus agency commission, less reinsurance commission including profit commission, all over net premium. For Phoenix the agency-commission input is the printed 'Commission' line [1 p.216]. Opinion labels come from each peer's filing or its checked published note. Six peers have modified opinions: BGIC, Eastern, Asia Pacific, Federal and Republic (qualified) and Central (adverse); they are marked * and we give ranks with and without them [29]. Phoenix's auditor gives an unmodified opinion with three emphasis-of-matter paragraphs [1 p.202].

What the table shows. On unrounded figures Phoenix's combined ratio of 90.7% is the third-highest of 21; Mercantile Islami is the highest at 110.7% [29]. Excluding the six peers with modified opinions, Phoenix is the third-highest of 15 [29]. The median of the other 20 is 72.3% (our arithmetic) [29]. Phoenix's expense ratio of 65.2% is the fifth-highest of 21 (third-highest of 15 without the modified-opinion peers) [29]. Its claims ratio was 25.5%; Peoples, Eastland and Eastern print negative net claims for 2025 [29].

Labels and basis. The printed labels differ. Phoenix prints 'Claims Under Policies Less: Re-Insurance', 'Commission', 'Expenses of Management' (stamps included, note 31) and 'Commission on Re-Insurance Ceded' [1 p.216] [1 p.217] [1 p.246]. Karnaphuli prints 'Agency commission' and 'Commission on re-Insurance premium Ceded including profit commission', with no stamp line [6 p.181]. City prints 'Insurance stamp expenses' (Tk 3.6m) and 'Profit commission' (Tk 8.8m) separately; we add each to the matching line [4 p.394]. Where other peers print stamps or profit commission separately, the Peers sheet holds the sum [29]. All figures are company figures. * Modified opinion: BGIC, Eastern, Asia Pacific, Federal and Republic qualified; Central adverse. Provati Insurance (PROVATIINS) has a published note but its FY2025 annual report is not in the corpus at 1-Nov-2026, so it is left out of this 2025 comparison. Inputs for Crystal, Mercantile Islami, Republic, Pioneer, Pragati, Reliance and Global were spot-checked against the revenue-account pages cited; the others are taken from each peer's published note.

Balance sheet and audit: equity Tk 1,365.7m, no bank debt, three emphasis-of-matter paragraphs

Layout. Equity of Tk 1,365.7m comprises share capital of Tk 403.4m, share premium of Tk 0.9m, a reserve for exceptional losses of Tk 687.8m, a revaluation reserve of Tk 136.2m, a fair-value reserve of Tk 92.6m and retained earnings of Tk 44.8m [1 p.225]. Sundry creditors of Tk 433.2m are mostly the provision for income tax (Tk 395.8m) [1 p.237]. Lease liability rose to Tk 48.8m from Tk 9.7m after Tk 51.3m of right-of-use additions [1 p.208] [1 p.238]. Property, plant and equipment is carried on the revaluation model for land and buildings, at a written-down value of Tk 281.6m [1 p.237]. Rows in the exhibit add to the printed totals within rounding [29].

Tax. Advance income tax was Tk 381.0m and the provision for income tax Tk 395.8m at end-2025 [1 p.240] [1 p.237]. Note 40 lists assessment years from 2011-2012 to 2025-2026 with tax demands of Tk 668.9m in total, as printed; the remarks show 'Stay order by Hon'ble High Court' for 2011-12, 2012-13, 2013-14, 2015-16, 2016-17 and 2021-22, and 'Under Appeal' for 2019-20 and 2020-21 [1 p.249]. The same note lists two policy claims as contingent liabilities, M/s. Euroasia Felt Industry Ltd. (Tk 53.5m, fire) and M/s. Mahmood Brothers (Tk 3.5m), both 'Pending in High Court' [1 p.249].

Audit opinion. Malek Siddiqui Wali, Chartered Accountants (engagement partner Md. Waliullah, FCA) dated the auditor's report April 30, 2026 [1 p.206]; the statements carry the date April 29, 2026 [1 p.208]. The two printed dates differ by one day. The opinion reads, as printed: 'In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the company as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 1987 and other applicable laws and regulations.' [1 p.202] The 2024 accounts were audited by Islam Aftab Kamrul & Co., which, the report states, 'issued an unmodified audit opinion' [1 p.202].

Emphasis of matter, as printed. '1) According to section 21 insurance act 2010 Sponsors and directors must jointly hold at least 60% of the paid-up capital of every insurance company. However, as per accounts total shareholding of Sponsors/ Directors is 15400549, which is 38.17%. Please see the note 4.00 for details.' '2) During our audit of Property, Plant and Equipment (PPE), we noted that the Company utilize the revaluation model for Land & Building. However, the most recent valuation for these assets was performed more than five year ago. As per IAS 16, Paragraph 34, revaluation must be made with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value at the reporting date. Please see the schedule A.1' '3) According to BSEC rules 2021 rules 9(1) unclaimed cash dividends that remain unpaid or unsettled for a period of 3 years or more should be transfer to CMSF. Under this rules, the company is required to transfer of Tk.4,307,001 to CMSF. However, no such transfer was made during the year.' [1 p.202]

Other matter, as printed. Under the heading 'Other of Matter' the auditor lists: '1) The company do not maintain Assets register properly.' '2) No third party confirmation was provided to verity the Amount due to other persons or bodies Carrying on insurance business of Tk 90,985,093 and Amount due from other persons or bodies carrying on insurance business of Tk.368,808,916.' '3) According IDRA SRO no 353- Ain 2019, minimum 7.5% of total assets must be invested in government instruments, including Treasury Bills and Treasury Bonds. The company has invested Tk. 25,000,000 to BD Govt. Treasury Bond, which represents 1.072% of total assets.' [1 p.202] '4) While performing the audit we observed that there are 5 STD/ SND Bank accounts, we did not received confirmation of 3 STD/SND accounts amount Tk 5,013,804, there are 37 Current account Bank accounts, we did not received confirmation of 25 current accounts amount Tk 7,028,292, there are 304 FDR accounts, we did not received confirmation of 207 current accounts amount Tk 244,277,584.' '5) On our verification we observe that the Company has some investment in FDR is some of the Banks which are under financial crisis and has significant doubt on its recovery. The amount doubt on recovery is Tk. 21,192,854.' [1 p.203]

Key audit matters. The first, 'Premium Income', reads: 'Gross general insurance premiums comprise the total premiums received for the whole period of cover provided by contracts entered into during the accounting period. Given the important nature, connections to other items to the financial statements and sensitivity of the item we believe this area pose high level of audit risk.' The second, 'Estimated liability in respect of outstanding claims whether due or intimated and claim payment', reads: 'This account represents the claim due or intimated and related balance of recoverable from reinsurer, from the insured and involves significant management judgment and risk of understatement. In extreme scenario this item may have going concern implications for the company.' [1 p.203] The FDR doubt of Tk 21.2m is not identified by bank in the report, and the FDR note shows no provision line [1 p.243].

2026 so far: H1 profit after tax Tk 58.5m against Tk 27.5m; nine-month EPS Tk 2.05 against Tk 1.61

H1 2026. Gross premium rose 7.8% to Tk 426.6m and net premium 14.8% to Tk 222.4m [3 p.2] [29]. The agency-commission row is a dash for the half, against Tk 51.8m in H1 2025 [3 p.2]. Management expenses rose 14.2% to Tk 114.5m and net claims 18.1% to Tk 65.5m, 29.5% of net premium against 28.6% [3 p.2] [29]. Underwriting profit was Tk 67.8m against Tk 25.9m, and profit after tax Tk 58.5m against Tk 27.5m (EPS Tk 1.45 against Tk 0.68) [3 p.2]. The company states that 'EPS increased due to net premium & others income have been increased' [3 p.6]. Note 13 states that the Bangladesh Insurance Association wrote to the Chairman of BSEC 'for taking a necessary step to exemption', that the WPPF decision is 'not yet finalized', and that the 'WPPF amount not charged in the accounts' [3 p.7].

Agency commission and IDRA. The Business Standard reported on 24-Dec-2025 that IDRA ended commission payments in non-life insurance [26]. The H1 2026 statement does not link its nil agency-commission line to that decision; the filings do not link them [3 p.2]. Phoenix's 2025 revenue accounts carry Tk 114.1m of commission [1 p.216].

Q3 2026 (announced). After a board meeting on 19-Oct-2026, DSE posted on 25-Oct-2026: Q3 EPS Tk 0.60 against Tk 0.93; nine-month EPS Tk 2.05 against Tk 1.61; nine-month NOCFPS Tk 1.99 against Tk 0.77; and NAV per share Tk 37.01 at 30-Sep-2026 against Tk 33.95 [25]. Nine-month EPS was 27.3% higher (our arithmetic) [29]. NAV per share was Tk 38.22 at 30-Jun-2026 and Tk 37.01 at 30-Sep-2026 [3 p.6] [25]. The Q3 2026 accounts are not in the corpus at 1-Nov-2026.

Balance sheet at June 2026. Investment was Tk 541.0m against Tk 403.3m at end-2025, and cash and cash equivalents including FDR Tk 416.0m [3 p.1]. The fair-value reserve was Tk 210.2m against Tk 92.6m, and shareholders' equity Tk 1,541.8m [3 p.1] [3 p.4]. H1 operating cash flow was Tk 35.9m against an outflow of Tk 39.1m [3 p.3].

Governance: sponsors and directors 38.17%, 12% cash dividend for 2025, building sale decided in September 2025

Ownership. At end-2025 sponsors and directors held 15,400,549 shares (38.17%) across 14 holders; institutions held 13.57%, employees 0.26% and the general public 48.00%, among 3,689 shareholders [1 p.76] [1 p.77]. The directors' report states: 'The Directors of the Company jointly hold 38.17% paid up capital of the company and each sponsor Directors are holding more than 2% of the paid-up capital', and cites a 30% BSEC minimum [1 p.97]. The auditor's first emphasis paragraph cites the same 38.17% and a 60% minimum from section 21 of the Insurance Act 2010 [1 p.202].

Board. The 2025 board page lists Mr. Mohammed Shoeb (Chairman) and Mr. Manzoorul Haque (Vice-Chairman); directors Mst. Rokshana Begum, Ms. Fabiana Aziz (Representative of Danish Milk (BD) Ltd.), Mr. Mazharul Haque (Died on 01-01-2026), Mr. M. A. Majid, Mrs. Sadia Anjum Siddiqui, Ms. Sadaf Shamsad Haque, Mr. Mohammed Haider Ali and Dr. Sharmin Sultana (Representative of Pakiza Textile Ltd., Resigned on 29-10-2025); independent directors Mr. Iftakharul Islam and Mr. Javed Hosein; and Mr. Md. Rafiqur Rahman as Chief Executive Officer [1 p.43]. The attendance table shows 10 board meetings in 2025, with attendance from 5 of 10 (Ms. Fabiana Aziz) to 10 of 10 [1 p.96]. Note 43 states 'During the year 8 no. of Board Meetings were held' [1 p.250]. Directors' meeting fees were Tk 1,176,000 at Tk 8,000 a meeting [1 p.248].

Board size and independent directors. The BSEC compliance annexure ticks condition 1(2)(a) 'Not Complied', with the remark: 'Company needs to appointment 3 independent directors including one female independent director but board of directors has been appointed 2 male independent directors, the appointment of 1 female independent director is in under process.' [1 p.101] The same page gives the board size as 'comprised of 11 directors including 2 independent directors' [1 p.101]. The board page lists 12 names, including Dr. Sharmin Sultana (resigned 29-10-2025) and Mr. Mazharul Haque (died 01-01-2026) [1 p.43]. The governance page states: 'the present board size is 10 (Ten)' [1 p.82]. In the IDRA 'Insurer's Corporate Governance Guideline 2023' annexure, the seven appointed-actuary conditions 12(3)(a) to 12(3)(f)(2) and item 13 (CSR, ESG, Integrity and Ethics, Reinsurance and Retrocession, and ALM committees) are ticked in the second (not complied) column with the remark 'Under process' (page images) [1 p.129] [1 p.130].

Other annexure rows, as printed. BSEC condition 6(5)(b)(iii) (NRC identifying persons qualified to become directors and top-level executives) is marked 'To be complied', with the remark 'No such list as yet' [1 p.113]. BSEC condition 5(4)(a) (frequency of audit-committee meetings) is ticked complied with the remark '4 Audit Committee meeting has been held during the year' [1 p.110]; note 38 shows 3 audit-committee meetings held [1 p.248], and the audit-committee page shows attendance of 3/3 [1 p.86]. IDRA condition 7(2)(d)(1), 'The Audit Committee shall conduct at least its four meetings in a financial year', is ticked complied with the remark '3 (Three) meetigns were conducted in 2025' [1 p.121]. IDRA condition 6(3)(c)(5), an independent director from a senior business position 'with at least 15 (Fifteen) years of experience', is ticked complied with the remark 'Experience of Independent Director more or less 14 years' [1 p.119]. IDRA conditions 10(b)(1) and 11(b)(1) require at least one independent director on the risk-management and policyholder-protection committees; both are ticked complied [1 p.125] [1 p.127], and the printed member lists of those committees include no independent director [1 p.91] [1 p.92]. On pages 101-132 these rows, 1(2)(a) and the IDRA 12(3) and 13 rows are the exceptions to rows ticked 'Complied', 'Followed' or N/A; pages 122-132 were read from the page images.

The two certificates. T. Hussain & Co., Chartered Accountants (partner Mohammad Abu Kawsar, FCA), certify on the BSEC code, dated June 29, 2026: '(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above-mentioned Corporate Governance Code issued by the Commission;' and '(d) The Governance of the company is satisfactory subject to the remarks and observations.' [1 p.100] The annexure the certificate covers ticks condition 1(2)(a) 'Not Complied' [1 p.101]. On the IDRA guideline, the same firm, dated June 30, 2026, states: 'The Company has complied with most of the conditions of the Guideline issued by IDRA' [1 p.116]

Director links in the profiles. The Chairman, Mr. Mohammed Shoeb, 'commenced as director of The City Bank PLC from 1990', was its Chairman from 2016-2018 and 'served as the Vice-Chairman of the City Bank PLC. for the period between 2001-2002'; the profile also lists him as Vice-Chairman of Phoenix Finance, Phoenix Securities and Phoenix Group of Industries [1 p.46]. City Bank PLC is Phoenix's largest share holding (Tk 217.9m at market) and the largest FDR bank (Tk 48.1m) [1 p.239] [1 p.243]. Ms. Fabiana Aziz is 'Nominee Director of Danish Milk BD Ltd. and daughter of renowned businessman Mr. Aziz Al Mahmood owner of Partex Group of Industries' [1 p.50]; Partex Group is listed as a related party with Tk 22,518,917 of 2025 premium [1 p.248]. Mrs. Sadia Anjum Siddiqui 'is the daughter of Mr. Abdul Mabood Siddiqui, Founder of Reddy Siddiqui & Company, a Chatered Accountancy Firm' [1 p.48]. Mr. Manzoorul Haque is a 'sponsors director of Phoenix Securities Limited' [1 p.47]. Mr. F. Hayder Ali, in the management team, is 'Nominee Director of Phoenix Finance & Investments Limited by Phoenix Insurance PLC' [1 p.58]. Dr. Sharmin Sultana sat as the representative of Pakiza Textile Ltd. until 29-10-2025 [1 p.43]; Pakiza Cotton & Spinning Mills Ltd. is listed as a related party with the relationship 'Common Director' and Tk 39,325,802 of 2025 premium [1 p.248].

Committees and officers. Exhibit 20 lists the members of the seven bodies as printed. The directors' fee table shows Mr. Mohammed Shoeb with Tk 24,000 of audit-committee fees, though he is not on the printed audit-committee list [1 p.97] [1 p.86]. The pattern-of-shareholding page names Mr. Md. Rafiqur Rahman (Chief Executive Officer), Mr. Chowdhury Akram Ullah (Company Secretary), Mr. Mohammad Anwar Hossain (Chief Financial Officer) and Mrs. Nasrin Akter (Head of Internal Audit), each holding no shares [1 p.78]. Director holdings with spouse and children range from 2.00% (Mr. Manzoorul Haque) to 7.92% (Mst. Rokshana Begum); the two independent directors hold none [1 p.78].

Management. Mr. Md. Rafiqur Rahman was appointed CEO with IDRA approval dated March 06, 2025, 'effective from 25th February 2025 for next 3(three) years' [1 p.97]; DSE posted the appointment on 12-Mar-2025 [25]. Mr. Chowdhury Akram Ullah, Vice President, Board Department, was given charge of Company Secretary (DSE post 14-Jul-2025) [25]. Key management compensation (up to E.V.P.) was Tk 50.6m in 2025 against Tk 48.1m [1 p.248].

Related parties. Note 37 lists two related parties with the relationship 'Common Director': Pakiza Cotton & Spinning Mills Ltd. (Tk 39,325,802) and Partex Group (Tk 22,518,917), a total of Tk 61,844,719 of premium earned [1 p.248] [1 p.97]. The H1 2026 statements list 'Pakia Cotton & Spinning Mills Ltd.' (as printed) at Tk 15,684,586 and Partex Group at Tk 9,932,567, both 'Common Director', a total of Tk 25,617,153 [3 p.7]. The investment notes show holdings in Phoenix Finance & Investments Ltd. and Phoenix Securities Ltd., and a Tk 65.0m deposit with Phoenix Securities Ltd. for share trading [1 p.238] [1 p.239]; note 37 does not list either company as a related party [1 p.248].

Dividends. The company paid a cash dividend for every year from 2017 to 2025: 16% for 2017, 12% for 2018 and 2019, 15% for 2020 to 2022, 12% for 2023, 10% for 2024 and 12% for 2025 [2 p.51] [1 p.68]. The payout ranged from 46.9% (2018) to 75.5% (2023) of EPS [29]. The 2025 dividend was recommended at the board meeting of 29-Apr-2026, with a record date of 9-Jun-2026 and an AGM on 29-Jul-2026; DSE posted the disbursement on 17-Aug-2026 [25]. Note 42 states the AGM was 'to be held on April 29, 2026', the board-meeting date [1 p.250]. The dividend policy commits to pay 'within 30 (thirty) days from the date of Annual General Meeting' [1 p.190].

24 months of DSE news. The DSE archive from 1-Nov-2024 to 2-Nov-2026 holds results, dividend, record-date, spot-market, board-meeting, rating, auditor-emphasis, company-secretary, CEO, head-office and name-change notices [25]. On 25-Sep-2025 the company posted that its board, at a meeting on 24 September 2025, 'decided to sell the 8th storied commercial building measuring 8.61 katha (joint owner 50:50 i.e., Phoenix Insurance and Phoenix Finance) named "Phoenix Bhaban" at 12 Dilkusha C/A, Dhaka-1000 to enhance the invest income by diversifying the investments and meet up other liabilities of the company' [25]. That decision has passed; its outcome is unknown, and no sale is disclosed in the H1 2026 statements read. The archive contains no notice of a board approval for capital expenditure, a rights issue or an acquisition in the 24 months [25]. ARGUS Credit Rating Services rated the company 'AAA' / 'ST-1' with a stable outlook in posts of 4-Jun-2025 and 16-Jun-2026 [25].

What's next: dated events after 31-Oct-2026 and the lines they relate to

These are dated events after 31-Oct-2026. We do not forecast numbers. Dates marked 'inferred' are ranges built from precedent dates in the DSE archive (2025-2026) and the 2021 annual report (board meeting April 27, 2022; record date 25th May 2022; AGM 29th June 2022); no date has been notified for any of them [25] [2 p.11] [2 p.217]. The Q1 and rating rows use the two DSE-archive years only.

Commission line. The FY2026 annual report (inferred 27-Apr-2027 to 5-May-2027) is the first full-year report after The Business Standard's 24-Dec-2025 report on the IDRA commission decision [26]. The H1 2026 statement prints no agency commission [3 p.2]; the filings do not link the two [3 p.2].

Auditor's items. The three emphasis-of-matter paragraphs and the other-matter list in the 2025 report have no resolution date in the filings [1 p.202] [1 p.203]. The FY2026 audit report, with the FY2026 results, is where each will next be reported.

LDC graduation. Bangladesh's LDC graduation date is 24-Nov-2029 [27] [28]. Phoenix's 2025 annual report does not quantify any effect on its lines.

Already announced. The Q3 2026 results were posted on 25-Oct-2026 and are covered in the recent-quarters section [25]; the board decision to sell Phoenix Bhaban (24-Sep-2025) is covered in the governance section and has passed with its outcome unknown.

Risks: each item and the line it relates to

Each row is a fact from the filings with the line it relates to; none is a forecast. Underwriting profit was positive in each year of 2017-2025, between Tk 41.0m (2025) and Tk 117.2m (2022) [2 p.51] [1 p.68]. The auditor's items on unconfirmed balances, FDR recoverability and treasury-bond holdings carry no settlement date in the filings [1 p.202] [1 p.203].

• FY2026 annual report (board meeting inferred 27-Apr-2027 to 5-May-2027): fire claims, commission line, retention, combined ratio, audit report.
• Q3 2026 interim statements (results posted 25-Oct-2026): nine-month premium, claims and expenses; not in the corpus at 1-Nov-2026.
• Any DSE notice on the sale of Phoenix Bhaban (board decision 24-Sep-2025).
• ARGUS rating surveillance (inferred 3-Jun-2027 to 16-Jun-2027).

History 2017-2025 and market data

Figures for 2017-2020 come from the 2021 annual report's five-year highlights and for 2021-2025 from the 2025 annual report's five-year highlights [2 p.51] [1 p.68]. The two agree for 2021. The 2025 report prints some figures differently on different pages: profit after tax for 2025 is Tk 81,565,339 in the profit and loss account and Tk 81,556,339 on the 'Financial Indication 2025' page, and the key-highlights page prints 8.16 [1 p.210] [1 p.11] [1 p.189]. That page also prints 2024 underwriting profit as Tk 77.08m against Tk 70.08m in the five-year table and the revenue account [1 p.189] [1 p.68] [1 p.216]. We use the statement figures.

Market data (facts only). The shares closed at Tk 43.2 on 29-Oct-2026, 65.5% above the Tk 26.1 close a year earlier; between 30-Oct-2025 and 29-Oct-2026 closes ranged from Tk 24.3 (13-Nov-2025) to Tk 54.8 (16-Aug-2026), on unadjusted DSE closes [24] [29]. Market value at Tk 43.2 was Tk 1.74bn [29]. That is 21.4 times 2025 EPS of Tk 2.02, 17.6 times trailing EPS to September 2026 of Tk 2.46 (derived from DSE-announced figures), 1.17 times NAV per share of Tk 37.01 at 30-Sep-2026, and a 2.8% yield on the Tk 1.20 dividend for 2025 [29]. The key-highlights page prints year-end market prices of Tk 59.90 (2021), Tk 37.90 (2022), Tk 36.70 (2023), Tk 26.50 (2024) and Tk 26.50 (2025) [1 p.189].

FAQ

How profitable was Phoenix Insurance in 2025?

Profit after tax was Tk 81.6m (EPS Tk 2.02) against Tk 60.9m (EPS Tk 1.51) in 2024. Underwriting profit fell to Tk 41.0m from Tk 70.1m, and investment and other income rose to Tk 91.3m, including Tk 26.7m of gains on share sales.

What do Phoenix's 2025 class revenue accounts show?

Underwriting profit was Tk 41.0m (2024: Tk 70.1m). Fire: a loss of Tk 48.1m (2024: a profit of Tk 2.1m), with fire net claims of Tk 101.7m (2024: Tk 12.7m). Marine: a profit of Tk 72.9m. Motor and miscellaneous together: Tk 16.2m.

What is Phoenix Insurance's combined ratio?

90.7% in 2025 and 68.2% in 2024, measured as net claims plus management expenses plus commission less reinsurance commission, over net premium. It ranks third-highest of 21 listed general insurers with published notes on the same definition (third-highest of 15 excluding modified opinions). The company's own page prints a different 'Combined ratio' of 52.42.

What did the auditor say about Phoenix's 2025 accounts?

Malek Siddiqui Wali gave an unmodified opinion that the statements 'present fairly, in all material respects', with emphasis of matter on the 38.17% sponsor holding, the age of the land and building revaluation, and an unmade Tk 4.3m CMSF transfer. Other-matter items cover unconfirmed balances, Tk 21.2m of doubtful FDRs and treasury-bond holdings of 1.072% of total assets.

What dividend did Phoenix pay for 2025?

12% cash, Tk 1.20 a share, 59.4% of EPS, with a record date of 9-Jun-2026; DSE posted the disbursement on 17-Aug-2026. The company has paid a cash dividend for every year from 2017 to 2025.

Who are Phoenix Insurance's related parties?

Note 37 lists Pakiza Cotton & Spinning Mills Ltd. (Tk 39.3m of premium) and Partex Group (Tk 22.5m), both as 'Common Director'. Phoenix also holds shares in Phoenix Finance & Investments Ltd. and Phoenix Securities Ltd., and has a Tk 65.0m deposit with Phoenix Securities for share trading.

Is Phoenix Insurance selling its building?

On 25-Sep-2025 DSE posted a board decision of 24-Sep-2025 to sell Phoenix Bhaban at 12 Dilkusha, owned 50:50 with Phoenix Finance. The outcome is not disclosed in the filings read; Phoenix Bhaban paid Tk 10.0m of rent in 2025.

Sources

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