Republic Insurance financial analysis: qualified 2025 audit and combined ratio 79.4% (Oct 2026)

Investment considerations: qualified 2025 audit, combined ratio 79.4%, EPS Tk 1.88, Tk 799.7m due from SBC

Updated 3-Nov-2026: added the business model and industry forces, retention by class, the unexpired-risk reserve reproduced from the policy rates and its release inside 2024 and first-half 2026 underwriting profit, the first-quarter 2026 and nine-month 2025 statements with a check that the quarters add up and a derived fourth quarter of 2025, the third quarter of 2026 as posted on DSE (statements not in our corpus), IDRA circular 109/2025, management expenses against our S.R.O. 280 limit, Sadharan Bima Corporation, collection-control and premium-deposit balances since 2019, the Form SM solvency series, deposits in the five banks merged into Sammilito Islami Bank, Bangladesh Bank policy-rate and T-bill series against the deposit yield, IDRA market share and claim settlement, the key audit matters with the auditor's procedures in full, and five years of DSE posts.

What it is. Republic Insurance PLC (DSE: REPUBLIC) is a general insurer writing fire, marine cargo, marine hull, motor and miscellaneous business [1 p.94]. DSE approved the change of name from 'Republic Insurance Company Limited' to 'Republic Insurance PLC' with effect from 17-Nov-2025 [7]. It has 54,704,156 shares of Tk 10 [1 p.99]. Sponsors and directors hold 41.67% and the general public 58.33% [1 p.127]. The company states it raised capital through an initial public offering of 900,000 shares of Tk 100 in October 2008 [1 p.127]. The latest annual accounts cover the year ended 31-Dec-2025: the statement of financial position is 'As at December 31, 2025' and the auditor signed on 29 APR 2026 [1 p.99] [1 p.98].

Where it stands. Net premium was Tk 510.4m in 2025 against Tk 533.4m in 2024, down 4.3% [1 p.104] [39]. Gross premium was Tk 876.2m [1 p.139]; the highlights page prints Tk 87.62 crore for 2025 and Tk 88.76 crore for 2024 [1 p.27]. Underwriting profit was Tk 105.9m against Tk 113.8m, and profit after tax was Tk 102.8m (EPS Tk 1.88) against Tk 108.9m (EPS Tk 1.99 restated) [1 p.102]. On the one combined-ratio definition used for every insurer in this note, the 2025 ratio was 79.4%, against 87.9% in 2024 [39]. For the first half of 2026 the company reported profit after tax of Tk 59.7m against Tk 58.6m, on gross premium of Tk 272.5m against Tk 446.4m [5 p.1]. DSE-announced nine-month EPS was Tk 1.45 against Tk 1.47 [7]. The shares closed at Tk 36.0 on 29-Oct-2026, against Tk 30.8 on 30-Oct-2025 [6].

What drives shareholder returns. Two lines make up the pre-tax profit. Underwriting profit was Tk 105.9m in 2025, 76.7% of the Tk 138.0m profit before tax; interest income was Tk 63.1m, 45.7% of it [1 p.102] [39]. Management expenses not charged to the revenue accounts (Tk 26.5m) and the WPPF charge (Tk 6.9m) are deducted below [1 p.102]. Equity was 55.6% of total assets at 31-Dec-2025 [39]. The 2025 appropriations were Tk 51.0m to the reserve for exceptional losses (10% of net premium) and Tk 0.75m to the general reserve, and the board recommended a 10.25% cash dividend, 54.5% of EPS [1 p.101] [1 p.126] [39]. Return on average equity was 9.9% in 2025 and ranged from 9.9% (2025) to 15.4% (2020) over 2018-2025 [39].

• Settlement of the SBC receivable. Signpost: note 18 in the FY2026 accounts (Tk 799,724,497 at 31-Dec-2025; Tk 842,089,849 at 30-Jun-2026). The FY2026 board meeting is inferred for 27-Apr-2027 to 29-Apr-2027 (inferred, 3 years); no date is notified.
• Gratuity liability and fund. Signpost: note 12(a) in the FY2026 accounts and the FY2026 auditor's report; the 2025 provision was BDT 8,417,954 against a fund bank balance of BDT 709,610.
• Agency commission in 2026. Signpost: the agency-commission line in the FY2026 revenue accounts; the H1 2026 statement prints '-' against Tk 49,434,191 in H1 2025.
• Sponsor shareholding. Signpost: the category-wise shareholding in note 3.03 of the FY2026 accounts (41.67% at 31-Dec-2025).
• WPPF. Signpost: note 10 in the FY2026 accounts (Tk 69,717,235 payable at 31-Dec-2025).

Business: fire 38.2% of 2025 gross premium, marine cargo 32.2%, marine hull 14.1%, miscellaneous 10.2%, motor 5.2%

How it makes money. A Bangladeshi general insurer collects premium, cedes part of each risk to reinsurers (who pay a commission back), sets aside a reserve for unexpired risks, and pays claims, agency commission and management expenses from the rest. Republic reserves 40% of net premium for fire, marine cargo, motor and miscellaneous and 100% for marine hull [1 p.129]. The five class revenue accounts add up to the consolidated revenue account, and interest, investment and other income less unallocated expenses and WPPF give the pre-tax profit [1 p.102] [1 p.103]. Gross premium of Tk 876.2m in 2025 comprised direct business of Tk 767.6m and public-sector business of Tk 108.6m [1 p.139].

Business model. What it sells: non-life cover in five classes; of 2025 gross premium of Tk 876.2m, fire was Tk 335.1m, marine cargo Tk 282.3m, marine hull Tk 123.8m, miscellaneous Tk 89.0m and motor Tk 45.9m [1 p.139]. To whom: direct business Tk 767.6m and a public-sector share (PSB) of Tk 108.6m; note 37 names Karnaphuli Group and Unitex Group companies as related-party policyholders (premium Tk 132,919,737 and Tk 23,158,529) [1 p.139] [1 p.143]; no other customer or channel concentration is disclosed (searched: directors' report p.40-48, notes p.126-144). How it earns: it keeps 58.3% of gross premium after re-insurance (derived) and earns re-insurance commission (Tk 54.0m in 2025) [1 p.139] [39]. Inputs: staff and branches; management expenses of Tk 289.7m include salaries and allowances of Tk 207.7m [1 p.140]. Capacity: no physical capacity measure applies; available solvency on IDRA's Form SM was negative at both year-ends 2024 and 2025 (see 'Ratios'). Funding: equity of Tk 1,077.7m at 31-Dec-2025 (Tk 1,081.3m at 30-Jun-2026) and no bank borrowing on the balance sheet [1 p.99] [5 p.1]. Control: the auditor records that sponsors hold 41.67% against the 60% the Insurance Act requires [1 p.95].

Industry forces. Rivalry: IDRA's 2024-25 annual report lists 47 non-life insurers; Republic's gross premium was Tk 100.96 crore in 2023 (1.70% of the market, 11th by premium on our count) and Tk 88.76 crore in 2024 (1.47%, 15th) [46] [39]. Suppliers: re-insurance capacity, including statutory cession to SBC, which the third key audit matter names [1 p.96]. Buyers: none named beyond the related groups. Entry barriers: an IDRA licence and minimum paid-up capital; Tk 15,000,000 of deposits are under lien with IDRA 'as part of the Company's paid-up capital' [1 p.136]. Regulation: the S.R.O. 280 expense cap [47] and, from 1-Jan-2026, IDRA circular Non-Life 109/2025, which suspended individual agent licences [48]. Substitutes: none disclosed.

Classes. Fire is the largest class by gross premium: Tk 335.1m in 2025, 38.2% of the total, of which the company kept 46.2% after reinsurance [1 p.139] [39]. Marine cargo wrote Tk 282.3m (32.2%) and kept 85.0%; marine hull wrote Tk 123.8m (14.1%) and kept 18.2% [1 p.139] [39]. Miscellaneous wrote Tk 89.0m (10.2%) and kept 53.3%, of which Tk 43.8m was public-sector business; motor wrote Tk 45.9m (5.2%) and kept 99.8% [1 p.139] [39]. Management expenses are allocated to the classes on gross premium: note 31 prints the shares 38.25%, 32.22%, 14.13%, 5.24% and 10.16% [1 p.140].

Class results. Marine cargo made Tk 115.9m in 2025 against Tk 142.3m in 2024, more than the total underwriting profit of Tk 105.9m [1 p.107] [1 p.102]. Fire lost Tk 8.7m (Tk 53.8m in 2024) and marine hull lost Tk 28.0m (Tk 2.1m in 2024) [1 p.105] [1 p.109]. Motor made Tk 13.2m and miscellaneous Tk 13.6m [1 p.111] [1 p.113]. On the house definition, the class combined ratios were 107.7% for fire, 57.2% for marine cargo, 162.9% for marine hull, 67.7% for motor and 71.3% for miscellaneous [39]. Marine hull reserves 100% of its net premium for unexpired risks; the hull reserve rose from Tk 8.6m to Tk 22.5m [1 p.129].

Reinsurance and SBC. Premium ceded was Tk 365.8m in 2025, 41.7% of gross premium (derived), and reinsurance commission was Tk 54.0m [1 p.139] [39]. Hull ceded Tk 101.3m of its Tk 123.8m and fire Tk 180.3m of its Tk 335.1m [1 p.139]. Note 18 describes the amount due from SBC as 'receivable from Sadharan Bima Corporation (SBC) and other insurance companies on account of claims recoverable, Public sector business and Engineering surplus treaty', and the break-up shows a single line, 'Receivable from Sadharan Bima Corporation', of Tk 799,724,497 [1 p.134]. Note 8 shows Tk 60,545,639 payable to SBC [1 p.130].

Where retention moved. Marine hull kept 18.2% of its gross premium in 2025 against 8.0% in 2024, and its net premium rose from Tk 8.6m to Tk 22.5m (derived) [42 p.48] [1 p.139]. Hull is reserved at 100% of net premium, so its unexpired-risk reserve rose with it [1 p.129]; the hull account lost Tk 28.0m in 2025 against Tk 2.1m in 2024 [1 p.109]. The report gives no reason for the higher hull retention (searched: directors' report p.40-48, note 28 p.139, hull revenue account p.109). Management expenses are allocated to classes by share of gross premium (hull 14.13% in 2025), not by net premium [1 p.140].

Gross premium since 2023. Gross premium fell from Tk 1,009.6m in 2023 to Tk 887.6m in 2024 and Tk 876.2m in 2025 [1 p.27] [1 p.139]. Net premium by class fell in 2024 in every class: marine cargo from Tk 322.8m to Tk 273.0m, marine hull from Tk 30.2m to Tk 8.6m, fire from Tk 175.1m to Tk 162.6m, motor from Tk 47.7m to Tk 41.8m and miscellaneous from Tk 48.9m to Tk 47.2m [42 p.48]. Class gross premium for 2023 is not printed in the 2024 statements we hold, and neither report names a lost account (searched: AR2024 p.14-19, 48-49; AR2025 directors' report p.40-48).

Premium over time. Gross premium was Tk 478.2m in 2017 and Tk 876.2m in 2025 [3 p.25] [1 p.139]. The printed series peaked at Tk 1,009.6m in 2023 (Tk 100.96 crore) and fell 12.1% in 2024 and 1.3% in 2025 on the highlights basis [1 p.27] [39]. Retention ranged from 55.0% (2021) to 69.1% (2017) over the years with both figures printed [39]. The 2021 gross premium appears in three printings: Tk 748,447,578 in the 2021 report, Tk 74.84 crore on the 2025 highlights page and Tk 74.85 crore in the 2025 management discussion [2 p.43] [1 p.27] [1 p.51].

Underwriting: 2025 profit Tk 105.9m, claims ratio 11.4%, expense ratio 68.1% of net premium

Claims. Net claims were Tk 58.0m in 2025 against Tk 123.1m in 2024 [1 p.103]. Claims paid were Tk 25.1m; outstanding claims rose from Tk 141.3m to Tk 174.2m [1 p.103]. Fire carried Tk 154.4m of the Tk 174.2m outstanding at 31-Dec-2025 (88.7%, derived), against Tk 127.7m a year earlier [1 p.130] [39]. In 2024, outstanding claims had risen from Tk 42.4m to Tk 141.3m [1 p.103]. Note 7 states: 'All the claims of which the company received intimations within December 31, 2025 have been taken into consideration while estimating the liability in respect of outstanding claims' [1 p.130]. The highlights page labels the claims-paid figure 'Net Claims Paid' (Tk 2.51 crore in 2025) and prints a 'Claim ratio' of 4.92% [1 p.27] [1 p.49].

Which claims. Fire outstanding claims rose from Tk 35,609,206 at 31-Dec-2023 to Tk 127,673,697 at 31-Dec-2024 and Tk 154,440,548 at 31-Dec-2025, and fire net claims were Tk 104,267,469 in 2024 [42 p.15] [1 p.105] [1 p.130]. No loss event, insured or single claim is named, and the report prints no gross claims, no re-insurance recoverable by class and no IBNR reserve; note 7 covers intimated claims only [1 p.130] (searched: notes 7 and 18 p.130, 134; fire revenue account p.105; directors' report p.40-48; AR2024 p.15, 38). The 2025 annual report states that the company 'settled 137 claims equivalent to BDT 2.51 crore' in 2025 [1 p.33]. Whether part of the Tk 313.4m rise in the SBC receivable in 2025 is recoverable on these fire claims is not disclosed; note 18 lists claims recoverable, PSB and engineering surplus treaty as its contents without amounts [1 p.134].

IDRA claim settlement. On IDRA's basis Republic settled 326 of 450 claims lodged in 2023 (72.44%) and 140 of 405 in 2024 (34.57%); by amount, Tk 9.40 crore of Tk 10.92 crore in 2023 (86.07%) and Tk 5.40 crore of Tk 19.53 crore in 2024 (27.67%) [46]. IDRA counts claims lodged and settled; this is not the revenue-account claims expense.

Expenses. Management expenses charged to the revenue accounts were Tk 289.7m in 2025, 56.8% of net premium and 33.1% of gross premium (derived) [1 p.140] [39]. Salary and allowances were Tk 207.7m of that total, and bonus Tk 19.0m [1 p.140]. Agency commission was Tk 109.5m, 21.5% of net premium, and insurance stamps Tk 2.1m [1 p.103] [39]. Reinsurance commission of Tk 54.0m is deducted in the house expense ratio, which was 68.1% in 2025 against 64.9% in 2024 [39]. Note 2.29 states that 957 employees received a salary above Tk 10,000 a month [1 p.126].

Combined ratio. The house definition is (net claims + management expenses in the revenue accounts + insurance stamps + agency commission - reinsurance commission - profit commission) / net premium. For Republic it was 79.4% in 2025 and 87.9% in 2024 [39]. The underwriting profit also includes the change in the reserve for unexpired risks: Tk 218.5m at the start of 2025 and Tk 217.7m at the end [1 p.104] [1 p.103]. Rebuilding the revenue account from its printed rows gives the printed Tk 105,865,507 for 2025 and Tk 113,818,301 for 2024 [39].

Underwriting history. Underwriting margin (underwriting profit over net premium) was 20.7% in 2025, the lowest of the eight years with both figures printed from 2017 to 2025; the highest was 39.0% in 2021 [3 p.25] [2 p.7] [2 p.10] [1 p.27] [1 p.102] [39]. Underwriting profit was 103.9% of profit before tax in 2019 and 76.7% in 2025 [39].

The reserve release. The policy reserves 40% of net premium for fire, marine cargo, motor and miscellaneous and 100% for marine hull [1 p.129] [42 p.38]. Those rates reproduce the 2025 closing reserve of Tk 217,668,801 to within a taka (derived) [1 p.103] [39]. The reserve fell from Tk 268.1m to Tk 218.5m in 2024 with net premium, so Tk 49.5m of the 2024 underwriting profit of Tk 113.8m was a reserve release; before it the result was Tk 64.3m (derived) [42 p.14] [39]. In 2025 the release was Tk 0.9m and the result before it Tk 105.0m [39]. In 2023 the reserve was built by Tk 62.9m [42 p.14] [39].

Management expenses against S.R.O. 280 (our computation). S.R.O. 280-Law/2018 caps management expenses at agency commission plus a slab percentage of gross premium [47]. On 2025 gross premium of Tk 876.2m by class, the slab part is Tk 236.6m on our arithmetic; revenue-account management expenses of Tk 289.7m are Tk 53.1m above it, and Tk 78.8m above on a direct-business-only base of Tk 767.6m [s1 p.139-140] [39]. For 2024 the gaps are Tk 61.0m and Tk 85.3m above [42 p.48] [39]. These are our figures, not IDRA's or the company's: the report prints no actual-vs-allowable table and the auditor makes no excess finding (searched: auditor's report p.93-98, policy note 2.15 p.122, tax note p.131).

Investments: Tk 441.4m of fixed deposits, Tk 117.5m of government securities, interest income Tk 63.1m in 2025

Interest. Interest income was Tk 63.1m in 2025 against Tk 52.9m in 2024 [1 p.137]. Of the 2025 figure, Tk 27.2m was received and Tk 36.0m accrued; FDR interest accounted for Tk 53.7m (Tk 19.9m received, Tk 33.8m accrued) [1 p.137]. Interest accrued on the statement of financial position was Tk 35,956,866 at 31-Dec-2025 [1 p.100]. Share investment and dividend income was Tk 0.2m: cash dividends of Tk 0.9m less a fair-value loss of Tk 0.7m [1 p.137]. Other income was Tk 2.2m [1 p.137].

Deposits. Fixed deposits fell from Tk 542.2m to Tk 441.4m in 2025: additions of Tk 29.7m and encashments of Tk 130.4m [1 p.135]. Note 21 lists the deposits bank by bank. Three Mudaraba term deposits for BDT 15,000,000 with Social Islami Bank PLC, Gulshan Branch, are 'under lien with IDRA as part of the Company's paid-up capital' [1 p.136]. Cash and cash equivalents rose from Tk 38.3m to Tk 85.3m [1 p.100].

Merged banks. Note 21 lists Tk 205,587,352 of the Tk 441,435,184 of fixed deposits at 31-Dec-2025 (46.6%, derived) with four banks that Bangladesh Bank's SPCD circular 03/2025 places within Sammilito Islami Bank PLC: Social Islami Bank Tk 113,371,968, EXIM Bank Tk 59,235,429, Global Islami Bank Tk 25,000,000 and First Security Islami Bank Tk 7,979,955 [1 p.136] [51 p.7] [39]. At 31-Dec-2024 the same four held Tk 198,800,000 (36.7%) [1 p.136] [39]. The fifth constituent, Union Bank, holds no deposit in either year [1 p.136]. The notes print no impairment, accrued-interest split or depositor terms for these deposits (searched: notes 19 and 21 p.134-136, auditor's report p.93-98). The list also includes Tk 1,000,000 with GSP Finance Company (Bangladesh) PLC in both years [1 p.136]; no interest rate is printed for any deposit.

Deposit yield and rates. Interest income was 12.8% of average fixed deposits in 2025 and 10.1% in 2024 (derived; the income also covers government securities and bank accounts) [1 p.135] [1 p.137] [39]. Bangladesh Bank's policy rate was 10.00% at both year-ends and 9.50% from 30-Jul-2026 [49]; the last 364-day T-bill auctions of 2024 and 2025 cut off at 11.98% and 10.71%, and 8.95% on 28-Sep-2026 [50].

Government securities. Note 15 shows Tk 25.0m of Bangladesh government treasury bonds held with Jamuna Bank PLC as the statutory deposit under sections 23 and 24 of the Insurance Act, and Tk 92.5m of further government securities, a total of Tk 117.5m [1 p.132] [1 p.133]. The holdings run from a 5-year bond issued 11.12.2024 at 12.38% to a 15-year bond maturing 27.04.2037 at 7.98%; one Tk 5.0m 5-year bond at 10.03% was added with issue date 12.11.2025 [1 p.133]. Each line's maturity date is as printed in the note.

Shares. The listed-share portfolio had a cost of Tk 22,084,248 and a market value of Tk 17,857,993 at 31-Dec-2025, an unrealised loss of Tk 4,226,255 [1 p.133]. The ACME Laboratories Limited was the largest holding by market value, Tk 9,114,975 (51.0% of the portfolio, derived) [1 p.133] [39]. The note records that 'The cost of investment as per record was differ by tk. 107,012 from the Securities House record' and that the amount 'is now being adjusted' [1 p.133]. The second key audit matter describes unrealised gains or losses as 'transferred to a fair value reserve' [1 p.96]; note 24 shows the 2025 change in fair value of Tk (655,775) in share investment income in the statement of profit or loss [1 p.137].

Office space. Note 20(d) records an advance of Tk 15,422,900 at 31-Dec-2025 for 3,392.70 sft of floor space at IPL SF Tower, Agrabad C/A, Chattogram, 'which is not yet handed over for use' [1 p.135]. The H1 2026 cash-flow statement shows a further 'Advance for office space purchase' of Tk 11,000,000 [5 p.1]. In its 3-Jul-2025 DSE post on the 2024 stock dividend, the company stated a plan 'to invest in renovation of the company's acquired Floor space at S.F. Tower, Agrabad C/A, Chattogram' [7]. The 24-month DSE sweep shows no other capital-expenditure, rights or acquisition approval [7].

Ratios 2017-2025: ROE 9.9% in 2025 within a 9.9%-15.4% range; equity 55.6% of assets

Returns. Profit after tax ranged from Tk 59.5m (2017) to Tk 120.5m (2023) over 2017-2025 [3 p.25] [2 p.7] [2 p.10] [1 p.27] [1 p.102] [4 p.41] [3 p.76]. Return on average equity was 9.9% in 2025, the lowest of 2018-2025, and 15.4% at the high in 2020 [39]. Return on average assets was 5.5% in 2025 [39]. The 2025 highlights page prints 'Return on shareholders' fund' of 9.54% and 'Return on assets' of 5.30% for 2025 on its own bases [1 p.49].

Capital. Equity rose from Tk 522.6m in 2017 to Tk 1,077.7m in 2025, and total assets from Tk 1,005.5m to Tk 1,940.0m [3 p.25] [2 p.7] [2 p.10] [1 p.27] [1 p.102]. Equity was between 52.0% (2017) and 57.7% (2023) of total assets over the nine years [39]. The reserve for exceptional losses was Tk 460.5m at 31-Dec-2025, built at 10% of net premium a year under paragraph 6 of the fourth schedule of the Income Tax Act 2023 [1 p.128] [1 p.129]. The highlights page prints a 'Solvency ratio' of (1.46) times for 2025 and (0.38) for 2024, and 3.30 for 2023 [1 p.49]; Form SM prints the formula: available solvency margin (adjusted assets less total liabilities) over the required margin, prepared under IDRA S.R.O. No. 313-Act/2024 of September 18, 2024 [1 p.57] [1 p.150].

Solvency and receivables over time. For 2025, Form SM prints adjusted assets of Tk 1,039,325,270 against total liabilities of Tk 1,351,587,359, an available margin of Tk (312,262,089) and a required margin of Tk 213,732,616 [1 p.150]. Its 'Total Liabilities' exceed the balance-sheet total liabilities of Tk 862,328,852 by Tk 489,258,507 (derived); the report does not reconcile the two [1 p.99] [39]. Earlier years' forms used 'Adjusted Liabilities' and printed ratios of 3.50 (2020), 3.97 (2021), 3.86 (2022) and 3.30 (2023) [45 p.52] [44 p.53] [43 p.54]; the two rule sets are not one series. The receivable from SBC rose every year from Tk 231.6m (2019) to Tk 378.3m (2023), Tk 486.4m (2024), Tk 799.7m (2025) and Tk 842.1m at 30-Jun-2026 [45 p.38] [43 p.38] [1 p.134] [5 p.1]. Notes 18 give no ageing, provision or SBC cash received in any year read [1 p.134] [44 p.38] [43 p.38].

Collection control and premium deposits. 'Collection control accounts' sit in sundry debtors 'unsecured but considered as good' and were Tk 191,576,576 at 31-Dec-2023 and fell from Tk 186,763,902 to Tk 98,581,599 in 2025 [43 p.38] [1 p.134]; the notes do not say what the account holds, its ageing or what reduced it (searched: notes 2 and 20 p.122-135). Premium deposits, premium 'received against cover notes for which policies have not been issued', were Tk 73,849,744 at 31-Dec-2025, of which marine cargo Tk 70,646,258, and Tk 125,540,996 at 30-Jun-2026 [1 p.130] [5 p.1].

Operating cash flow. The statement uses the direct method with three lines: in 2025, collection from premium and other income Tk 1,122,097,545, payment for management expenses, re-insurance and claims Tk (1,104,644,070), and income tax paid Tk (31,865,198), giving Tk (14,411,723) against Tk 58,471,030 in 2024 [1 p.116]. It does not split claims, re-insurance and expenses or show SBC receipts. Investing cash was Tk 90,020,735 including Tk 130,411,150 of fixed deposits encashed, and dividends paid were Tk 28,598,249 [1 p.116]. In 2023 DSE carried the company's explanation of a lower half-year NOCFPS: 'increase of premium on re-issuance ceded (expenses), management expenses, agency commission, claims paid and increase of number of shares' [52].

Tax position. At 31-Dec-2025 advance income tax was Tk 247,817,470 against a provision for taxation of Tk 197,234,958, a net advance of Tk 50,582,512 (derived) [1 p.134] [1 p.99]; at 31-Dec-2024 the figures were Tk 242,119,627 and Tk 187,729,690 [1 p.134] [1 p.99]. Tax and WPPF took 25.5% of pre-tax profit in 2025 and 17.3% in 2024 (derived) [39].

Dividends. The company declared stock dividends with no cash dividend for 2017 (12.50%) and 2018 (10%), 7% stock and 7% cash for 2019 and 2020, 10% cash and 5% stock for 2021, 10.50% cash for 2022, 11% cash for 2023, 6% cash and 5% stock for 2024 and 10.25% cash for 2025 [3 p.25] [1 p.127]. Cash payout on EPS as printed was 54.5% for 2025 and 30.2% for 2024 [39]. The 2025 highlights page prints a 'Dividend payout ratio' of 54.52 for 2025 and 28.71 for 2024 [1 p.49].

Peers 2025: combined ratio 79.4%, 11th lowest of 15; 8th of 10 without auditor-modified peers

Set and basis. The comparison uses fifteen general insurers' 2025 revenue accounts, each read from its own filing on the company basis: Republic and fourteen peers with published AnalystBro notes [1 p.103] [8 p.13] [9 p.181] [10 p.264] [11 p.189] [12 p.110] [13 p.153] [14 p.95] [15 p.141] [16 p.178] [17 p.329] [18 p.11] [19 p.22] [20 p.107] [21 p.14] [22] [23] [24] [25] [26] [27] [28] [29] [30] [31] [32] [33] [34] [35]. All use calendar 2025. The combined ratio is the one house definition above for every company; where a company prints insurance stamps or reinsurance commission accepted as a separate line, it is added to expenses, and profit commission is deducted with reinsurance commission. Opinion labels come from each peer's published note [22] [23] [24] [25] [26] [27] [28] [29] [30] [31] [32] [33] [34] [35]. Five peers' 2025 opinions are modified by their auditors: BGIC (qualified, four emphasis-of-matter paragraphs), Central (adverse, seven), Eastern (qualified, six), Asia Pacific (qualified, six) and Federal (qualified, five) [22] [23] [24] [25] [26] [27] [28] [29] [30] [31] [32] [33] [34] [35]. Their inputs are footnoted with an asterisk, and each rank is given with and without them. Republic's own 2025 opinion is qualified [1 p.94].

What the table shows. Republic's 79.4% is the 11th lowest of 15 including the five modified peers, and the 8th lowest of 10 without them [39]. Its claims ratio of 11.4% is the 6th lowest of 15 and the 4th lowest of 10; its expense ratio of 68.1% is the 3rd highest of 15 and the 2nd highest of 10 [39]. In the set, the lowest combined ratio is Peoples at 63.7% and the highest Mercantile Islami at 110.7% [10 p.264] [14 p.95] [39]. Republic's net premium of Tk 510.4m is the 4th largest of 15 [39]. Three peers print negative net claims for 2025: Peoples, Eastland and Eastern [10 p.264] [13 p.152] [19 p.22]. These comparisons are limited to the fifteen companies in the table.

Other facts from the peer pages. Karnaphuli prints its 2025 underwriting figures in note 26 rather than in a revenue-account format [9 p.181], and Rupali prints them in note 23 [15 p.141]. Rupali's 'Commission (Net)' of Tk 16.7m is commission paid of Tk 97.4m less commission earned on reinsurance; the table uses the two gross lines [15 p.141]. Federal prints commission on reinsurance accepted of 420.33 for 2025, added to its agency commission [21 p.14]. Republic's management discussion compares its 2024 figures with four other insurers, citing 'Published Annual Report (2024) of the mentioned companies' [1 p.51]; that comparison is the company's own and is not used here.

Balance sheet and audit: qualified opinion with four basis items and four emphasis-of-matter paragraphs

Balance sheet at 31-Dec-2025. Total assets were Tk 1,940,009,804 and equity Tk 1,077,680,952 [1 p.99] [1 p.100]. The largest asset line was the amount due from SBC, Tk 799,724,497 (41.2% of total assets, derived), followed by fixed deposits of Tk 441,435,184 and sundry debtors of Tk 373,586,091 [1 p.100] [39]. Sundry debtors include advance income tax of Tk 247,817,470 and 'Collection control accounts' of Tk 98,581,599 [1 p.134]. Liabilities include the provision for taxation of Tk 197,234,958, outstanding claims of Tk 174,201,053, the reserve for unexpired risks of Tk 217,668,801 and premium deposits of Tk 73,849,744 [1 p.99]. The printed 'Current assets' subtotal of Tk 1,651,062,494 is the sum of the current-asset rows other than cash and cash equivalents; with cash of Tk 85,290,982 the rows add to the printed total assets [1 p.100] [39]. The H1 2026 report prints total current assets at 31-Dec-2025 of Tk 1,736,353,476, which includes cash [5 p.1].

Opinion, quoted from the page image. Rahman Mostafa Alam & Co., Chartered Accountants (Md. Mustafizur Rahman FCA, Managing Partner) signed on 29 APR 2026 [1 p.98]. The opinion reads: 'In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the company as at December 31, 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.94]

Basis for Qualified Opinion, item 01. '01. Material Understatement of Cumulative Gratuity Liability (Refer to Note 12.a) Section 2(10) of the Bangladesh Labour Act, 2006, entitles employees with more than ten (10) years of continuous service to a gratuity equivalent to 45 days' wages for each completed year. The Company has not fully complied with this statutory requirement. The gratuity liability currently reported in the financial statements merely reflects the accumulated balances of provisions made over the last couple of years, not the full liability. While a provision was made during the current year based on the latest basic salaries, this adjustment appears partially corrective and fails to adequately capture the cumulative gratuity liability for prior years of service. Because the current basic salary is higher than in previous periods, the failure to retrospectively reassess and recognize the total obligation based on current salaries has resulted in a material understatement of the total provision for gratuity as at the reporting date.' [1 p.94] The company's explanation in the directors' report: 'The Company has created separate Fund for administering employees' Gratuity Payment of the company under the Labour Law, 2006 during the year and making required provision for current year accordingly. Any prior periods under provision shall be adjusted in coming years.' [1 p.46]

Item 02. '02. Shortfall in Gratuity Fund (Refer to Note 12.a) The financial statements report a provision for gratuity of BDT 8,417,954. However, the designated gratuity bank account (United Commercial Bank, A/C No. 0242301000000154) maintains a balance of only BDT 709,610. This indicates a significant funding shortfall of BDT 7,708,344 against the recognized obligation.' [1 p.94] The provision of BDT 8,417,954 is the balance at 31-Dec-2025 in note 12(a) [1 p.131]. The company's explanation: 'Required fund will be transferred to the Republic Insurance PLC Employees Gratuity Fund gradually. Nonetheless of such transfer, the profitability or NAV will not be impacted.' [1 p.46] [1 p.47]

Item 03. '03. Non-Compliance with IFRS 9 Regarding Expected Credit Loss (Refer to Note 20.e & 20.f) Contrary to the requirements of IFRS 9: Financial Instruments (Paragraph 5.5), the Company did not immediately recognize the lifetime expected credit loss (ECL) of BDT 6,391,774 on deposit clearing and short deposits in profit or loss. Instead, pursuant to a Board resolution, the Company adopted an accounting policy to write off this loss evenly over a seven-year period. As a result, current-year expenses are understated, and assets are materially overstated.' [1 p.94] At 31-Dec-2025, deposit clearing was Tk 3,170,646 and short deposit Tk 3,221,128, which add to BDT 6,391,774 [1 p.135] [39]. Note 20 records the 147th board meeting of October 26, 2023 approving the write-off of Tk 5,548,632 and Tk 5,636,974 'within 07(seven years)' [1 p.135]. The company's explanation: 'According to the Board of Directors' resolution, the said balance is being written off over 7 (seven) years. The written off process is continuing to current year also. As of December 31, 2025, the balance is reduced to BDT 6,391,774/- from BDT 7,989,718. The matter shall be resolved gradually.' [1 p.47]

Item 4. '4. Confirmation Not Received (Refer to Notes 08 & 18) The entity reported accounts receivable from Sadharan Bima Corporation amounting to Tk. 799,724,497 and accounts payable to Sadharan Bima Corporation amounting to Tk. 60,545,639. We issued balance confirmation requests in respect of the reported balances; But no confirmation had been received as of the date of our audit report.' [1 p.94] Both balances are at 31-Dec-2025 [1 p.99] [1 p.100]. The company's explanation: 'The Company provided to External Auditors of all relevant documents and papers regarding receivable and payable with Sadharan Bima Corporation.' [1 p.47]

Emphasis of Matter 01 and 02. 'We draw attention to the following matters disclosed in the financial statements. 01. Shortfall in Sponsor Shareholding (Refer to Note 3) As per Section 21 and Schedule 1 of the Insurance Act, 2010, sponsor or entrepreneur shareholders are required to jointly hold a minimum of 60% of the Company's total paid-up capital. Currently, the sponsor shareholders hold only 41.67%, while the general public holds the remaining 58.33%. Consequently, the Company is in non-compliance with this statutory shareholding requirement. 02. Non-Disbursement of Workers' Profit Participation Fund (WPPF) (Refer to Note 10) The Company has recognized provisions for the WPPF since 2014. In accordance with Section 234 of the Bangladesh Labour Act, 2006, such balances must be disbursed to the Workers' Participation Fund, Workers' Welfare Fund, and Bangladesh Workers' Welfare Foundation Fund in an 80:10:10 ratio within nine (9) months of the financial year-end. However, the Company has withheld all such disbursements in reliance on a directive from the Bangladesh Insurance Association (BIA), vide letter ref: BIA-3(58)/2023, dated July 12, 2023.' [1 p.95]

Emphasis of Matter 03 and 04. '03. Statutory Lien on Fixed Deposit Receipts (Refer to Note 21) As disclosed in Note 21 to the financial statements, three Fixed Deposit Receipts (FDRs) aggregating to BDT 15,000,000 are currently held under lien with the Insurance Development and Regulatory Authority (IDRA). This lien is maintained against the Company's paid-up capital in strict compliance with IDRA directive ref: 53.03.0000.051.48.002.24.93, dated July 28, 2024. 04. Non-Compliance with Corporate Governance Code The Company has not complied with Clause 1(2)(b) of the Corporate Governance Code, 2018 issued by the Bangladesh Securities and Exchange Commission, which requires that at least one-fifth of the Board of Directors be Independent Directors. For a Board comprising sixteen (16) directors, a minimum of four (4) Independent Directors is required. However, the current Board composition includes only three (3) Independent Directors, resulting in a shortfall. Subsequently, the Bangladesh Securities and Exchange Commission, vide its letter no. BSEC/ICA/CG/2023/116/Part-I/03 dated January 01, 2026, has accepted the appointment of a woman Independent Director to ensure compliance with the Corporate Governance Code. Our opinion is not modified in respect of these matters:' [1 p.95]

The company's explanations of the emphasis items. On sponsor shareholding: 'The Company is incorporated in the year 2000 and listed with DSE & CSE after compliance with securities and other applicable laws & regulation in the year 2009. In the year 2010, the Bangladesh Government has passed new insurance act and that act requires the sponsors and directors of the company to hold collectively at least 60% of the company's paid-up capital. As the company is listed, it is very difficult to acquire the further shares by sponsors and directors. However, the Board of Directors of the company are aware of this rule and committed to increase the holding to 60% of paid-up capital of the company gradually.' [1 p.47] On WPPF: 'The Company is making provision of WPPF as Section 234 of the Bangladesh Labour Act, 2006 under prudence approach of ICAB/IASB conceptual framework. However, distribution is delayed in accordance with management decision as Bangladesh Insurance Association, vide letter no. BIA-3(58)/2023, dated: July 12, 2023, has applied, with the recommendation of IDRA to renounce the insurance companies from the making provision of WPPF as per Section 234 of the Bangladesh Labour Act, 2006. The decision in this regard is under process.' [1 p.47] On the FDR lien: 'As part of the regulatory requirement of IDRA, the mentioned FDRs were lien with IDRA, which is prime regulatory authority of Bangladesh to regulate the insurance companies. The above-mentioned directive imposed embargo for making lien over the making loan by the Company. The lien of 3 (three) FDRs of the Company with IDRA was not related to any credit facility.' [1 p.47] On the board: 'To ensure compliance with the Corporate Governance Code the Board of RIPLC had been appointed Dr. Sadia Noor Khan as Independent Director (Female) of the Company on 13 October 2025, subject to the approval from BSEC and accordingly, BSEC approved the appointment of Dr. Sadia Noor Khan as Independent Director (Female) vide letter no. BSEC/ICA /CG/2023/116/Part-l/03 dated January 01, 2026.' [1 p.48]

Key audit matters, quoted in full (description column). '01. Recognition of Premium Income See Note [28] to the financial statements. Gross general insurance premiums represent the total premiums received for policies issued during the financial year. We identified premium income recognition as a key audit matter due to the high volume of transactions and its material significance to the financial statements. There is an inherent risk regarding the accuracy of calculating unearned premiums and ensuring revenue is recognized in the correct accounting period.' [1 p.95] [1 p.96] '02. Valuation of Investments in Shares See Note [16] to the financial statements. The Company maintains a portfolio of investments in equity securities. In accordance with the Company's accounting policies, realized gains and dividend income are recognized in profit or loss, while unrealized fair value gains or losses are transferred to a fair value reserve. We identified this as a key audit matter due to the material impact these valuations have on Total Equity and the audit effort required to check the year-end market valuations.' [1 p.96]

Key audit matters 03 and 04. '03. Accounting for Reinsurance Contracts See Note 29 to the financial statements. The Company participates in reinsurance arrangements to manage its underwriting risks, including statutory reinsurance with Sadharan Bima Corporation (SBC). We identified the accounting for reinsurance as a key audit matter because the calculation of ceded premiums, reinsurance commissions, and reinsurance recoveries involves applying specific treaty rates and regulatory guidelines, requiring dedicated audit attention.' [1 p.96] '04. Agency Commission and Deferred Acquisition Costs See Note Consolidated Revenue Account to the financial statements. The Company incurs acquisition costs, primarily commissions paid to insurance agents for procuring business. We identified this as a key audit matter because calculating the deferral of these costs (Deferred Acquisition Costs) over the life of the policies requires systematic attention, and there is a need to ensure the commission rates applied comply with the limits prescribed by the Insurance Development and Regulatory Authority (IDRA).' [1 p.96] The procedures column for each matter lists process understanding, sampling or recalculation, and disclosure checks [1 p.95] [1 p.96]. The report on pages 93-98 contains no Other Matter paragraph [1 p.98].

How the auditor addressed KAMs 01 and 02, quoted in full. KAM 01: 'Our audit procedures focused on substantive testing and included the following: Process Understanding: Obtained an understanding of the Company's manual and system-based processes for recording premium income. Substantive Sampling: Selected a sample of recorded premium transactions during the year and traced them to supporting documents, such as copies of insurance policies, money receipts, and bank statements. Cut-off Procedures: Checked a sample of insurance policies issued immediately before and after the year-end to assess whether the premium income was recorded in the correct accounting period. Mathematical Accuracy: Checked the mathematical accuracy of the unearned premium reserve calculation based on regulatory guidelines. Regulatory Disclosures: Assessed whether the disclosures related to premium income in the financial statements comply with the Insurance Act, 2010, and applicable accounting standards.' [1 p.95] [1 p.96] KAM 02: 'Our audit procedures focused on substantive testing and included the following: Process Understanding: Obtained an understanding of how the Company records and values its investment portfolio at year-end. Existence and Completeness: Obtained the year-end investment portfolio schedules from management and cross-checked a sample of the holdings against the portfolio statements provided by the Central Depository Bangladesh Limited (CDBL) and relevant brokerage houses. Pricing Verification: For a sample of listed securities, agreed the year-end carrying values to the quoted market prices published by the Dhaka Stock Exchange (DSE) or Chittagong Stock Exchange (CSE). Mathematical Accuracy: Checked the mathematical accuracy of the unrealized fair value gains or losses calculated by management. Disclosures: Assessed the presentation and adequacy of investment disclosures in the financial statements.' [1 p.96]

How the auditor addressed KAMs 03 and 04, quoted in full. KAM 03: 'Our audit procedures focused on substantive testing and included the following: Process Understanding: Obtained an understanding of the Company's process for calculating and recording reinsurance premiums and commissions. Treaty Review: Read a sample of reinsurance treaties to understand the basic terms and coverage applicable to the financial year. Substantive Recalculation: On a sample basis, checked the mathematical accuracy of the premium ceded and reinsurance commissions earned based on the applicable treaty rates. Reconciliation Check: Checked a sample of year-end balances due to and due from reinsurers (including SBC) against available statements of account. Disclosures: Assessed the adequacy of the disclosures regarding reinsurance balances in the financial statements.' KAM 04: 'Our audit procedures focused on substantive testing and included the following: Process Understanding: Obtained an understanding of the process for approving and calculating agency commissions. Regulatory Compliance: Checked the commission rates applied by the Company against the approved rates and circulars issued by IDRA for a sample of policies. Substantive Sampling: Selected a sample of commission payment vouchers and traced them to the corresponding insurance policies to check the accuracy of the calculation. Mathematical Accuracy: Checked the mathematical accuracy of the Deferred Acquisition Cost calculation on a sample basis, observing whether it aligned with the unearned premium reserve timeline. Disclosures: Assessed whether the accounting policies and disclosures regarding acquisition costs were appropriate.' [1 p.96] The balance sheet and revenue accounts print no deferred-acquisition-cost line; agency commission is charged in full in the revenue accounts [s1 p.99-100] [1 p.103]. The 'Reconciliation Check' covered a sample of SBC balances 'against available statements of account', while basis item 4 states that confirmation was not received [1 p.94] [1 p.96].

Earlier year and contingencies. DSE posted on 21-May-2025 that the auditor had given a 'Qualified Opinion' and 'Emphasis of Matters' paragraphs on the 2024 accounts [7]. Note 36 lists disputed income-tax demands of Tk 205,660,026 for eight assessment years from 2014-2015 to 2022-2023, six marked 'Appeal to High Court' and two 'Appeal under process', and a VAT demand of Tk 67,290,085 on agent commission and reinsurance commission for January 2012 to December 2016 under writ petition 1468 of 2019, with status 'Stay order by High Court' [1 p.142] [1 p.143].

2026 so far: H1 profit after tax Tk 59.7m against Tk 58.6m; nine-month EPS Tk 1.45 against Tk 1.47

First half. The un-audited H1 2026 statements (dated July 30, 2026) show gross premium of Tk 272.5m against Tk 446.4m, down 39.0%, and net premium of Tk 115.9m against Tk 287.6m [5 p.1] [39]. Re-insurance ceded was Tk 156.6m against Tk 158.7m, and retention 42.5% against 64.4% (derived) [5 p.1] [39]. Net claims were Tk 9.4m against Tk 45.2m and management expenses Tk 116.8m against Tk 151.7m [5 p.1]. The agency-commission line shows '-' for H1 2026 against Tk 49,434,191 for H1 2025 [5 p.1]. Underwriting profit was Tk 70.0m against Tk 51.2m; income from investment and other sources was Tk 30.0m against Tk 34.4m; profit before tax Tk 86.6m against Tk 72.3m and profit after tax Tk 59.7m against Tk 58.6m [5 p.1].

First quarter and the quarters added up. The first-quarter 2026 statements (dated May 14, 2026) show gross premium of Tk 130.1m against Tk 236.6m, net premium Tk 52.9m against Tk 147.0m, agency commission '-' against Tk 27,662,712, and profit after tax Tk 29.9m against Tk 24.3m (EPS Tk 0.55 against Tk 0.44 restated) [40 p.1]. Q1 plus the April-June column equals the half-year on every line we checked: gross premium, net premium, agency commission, management expenses, net claims, underwriting profit and profit after tax, for both 2026 and 2025 [40 p.1] [5 p.1] [39]. The half-year 2025 profit of Tk 58,617,959 over 54,704,156 shares gives the printed EPS of Tk 1.07; the first DSE post of 17-May-2025 gave Q1 2025 EPS of Tk 0.47, and the 2026 statements restate it to Tk 0.44 on the share count after the 5% bonus issue for 2024 [7] [40 p.1]. The 2024 EPS of Tk 2.09 and Tk 1.99 likewise divide the same Tk 108,852,987 by 52,099,197 and 54,704,156 shares (derived) [1 p.102] [39].

What sits inside the 2026 underwriting profit. The interims carry the prior year-end reserve forward in quarter steps (Tk 108,834,401, half of Tk 217,668,801, in the half-year) and build a new reserve on the period's net premium (Tk 52,176,857) [5 p.1]. With net premium down 59.7%, that released Tk 56.7m net in H1 2026 against a Tk 11.4m build in H1 2025; before the reserve change the half-year result was Tk 13.3m against Tk 62.6m (derived) [5 p.1] [39]. Re-insurance ceded held at Tk 156.6m (Tk 158.7m) while gross premium fell, so retention fell to 42.5% from 64.4% [5 p.1] [39]; the statements give no reason for either move and print no class split (searched: Q1 and Q2 2026 pages). The Q4 2025 column mixes the interim and annual reserve bases and shows net claims of minus Tk 2.7m: full-year net claims of Tk 58.0m were below the nine-month Tk 60.7m (derived) [41 p.1] [1 p.103] [39].

Agency commission after circular 109/2025. IDRA circular Non-Life 109/2025 of 23-Dec-2025 suspended individual agent licences of non-life insurers from 1-Jan-2026 and cancelled circulars 75/2020 and 84/2021 [48]. Agency commission is '-' in Q1 and H1 2026, management expenses were Tk 116.8m against Tk 151.7m in the half-year; the statements do not show where any payments to former agents are recorded. Sundry creditors fell from Tk 51.7m to Tk 33.4m over the half-year [40 p.1] [5 p.1]. The interim statements do not cite the circular (searched: Q1 and Q2 2026 pages; DSE posts to 3-Nov-2026) [7].

Agency commission and IDRA. The Business Standard reported on 24-Dec-2025 that IDRA had scrapped commission payments in the non-life insurance sector [36]. The H1 2026 statement prints no agency commission [5 p.1]; the filings do not link them. The 2025 directors' report states: 'As per the circular issued by IDRA, agents will be paid a commission at a maximum rate of 15%.' [1 p.45] The filings do not link that circular to the H1 2026 agency-commission line. The fourth key audit matter on the 2025 accounts refers to commission limits prescribed by IDRA [1 p.96].

Cash and balance sheet at 30-Jun-2026. Net operating cash flow was minus Tk 17.3m (NOCFPS Tk (0.32)) against Tk 1.6m (Tk 0.03) [5 p.1]. The amount due from SBC was Tk 842,089,849 at 30-Jun-2026 against Tk 799,724,497 at 31-Dec-2025 [5 p.1]. NAV per share was Tk 19.77 at 30-Jun-2026 [5 p.1]. The statement shows 'Dividend payable-2025' of Tk 56,071,760 at 30-Jun-2026 [5 p.1]; DSE posted the disbursement of the 2025 cash dividend on 30-Jul-2026 [7].

Third quarter. DSE posted on 29-Oct-2026: 'EPS was Tk. 0.36 for July-September 2026 as against Tk. 0.40 for July-September 2025; EPS was Tk. 1.45 for January-September 2026 as against Tk. 1.47 for January-September 2025. NOCFPS was Tk. 0.01 for January-September 2026 as against Tk. (1.12) for January-September 2025. NAV per share was Tk. 20.12 as on September 30, 2026 and Tk. 19.70 as on December 31, 2025.' [7] The Q3 2026 statements are not in the corpus at 3-Nov-2026 (pdf_list newest: the Q2 2026 statements), so the third-quarter figures here are the DSE post, not the statements. On the post's figures the quarters add up: H1 EPS Tk 1.09 plus Q3 Tk 0.36 equals the nine-month Tk 1.45, and NAV per share moved from Tk 19.77 at 30-Jun-2026 to Tk 20.12 [5 p.1] [7]. Q3 profit after tax is about Tk 19.7m (Tk 0.36 times 54,704,156 shares; derived, the post rounds EPS to two decimals), and nine-month NOCFPS of Tk 0.01 against Tk (0.32) at June implies about Tk 17.8m of operating inflow in the quarter (derived) [7] [39]. The post gives no reason for either move. Q1 2025 EPS was posted as Tk 0.47 on 17-May-2025 and as Tk 0.44 (Restated) in the Q1 2026 post of 17-May-2026 [7]. Four DSE result posts in the sweep carry restated comparatives, and none is titled a correction [7].

Governance: 16-member board, 11 meetings in 2025, Karnaphuli Group premium Tk 132.9m

Board as printed in the 2025 annual report (source year 2025). Chairman: Dr. Suborna Barua, Independent Director. Vice Chairman: Mr. S.M. Shafiul Hoque, Sponsor Director. Sponsor and shareholder directors: Mr. Mohd. Hanif Chowdhury, Mrs. Khurshida Rahman, Mr. Sadeque Hossain Chowdhury, Mrs. Shahin Haider. Directors from public shareholders: Mr. Feroz U. Haider; Mr. Hamdan Hossain Chowdhury; Mr. Md. Kamrul Hassan, FCA (Nominated by Unitex LP Gas Ltd.); Mr. Mohammad Abul Kalam, ndc (Nominated by Cove Investment Ltd.); Mr. Arun Kumar Sarkar (Nominated by HR Lines Ltd.); Mr. Anis Ud Dowla (Nominated by Binning & Co. (BD) Ltd.); Mr. Zonaid Hossen Talukder (Nominated by Unitex Power Plant Ltd.). Independent directors: Mr. Md. Shafiqul Islam, FCA; Dr. Shobod Deba Nath; Dr. Sadia Noor Khan. Chief Executive Officer: Dr. A K M Sarwar Jahan Zamil [1 p.18] [1 p.25]. The profile of Mr. Zonaid Hossen Talukder names the nominator 'Unitex Power Limited' [1 p.23]. DSE posted on 2-Jul-2025 that the board had elected Dr. Suborna Barua as Chairman [7]. The founder chairman is printed as Hedayet Hossain Chowdhury (1931-2014) [1 p.2].

Attendance notes. The table lists eighteen names, including four not on the current board page: Mrs. Hasina Gazi, Mr. Mahboob Ur Rahman, Mrs. Shahella Rashid Chowdhury and Ms. Raimah Chowdhury [1 p.50] [1 p.18]. Dr. Sadia Noor Khan and Mr. Zonaid Hossen Talukder do not appear in it [1 p.50]. The NRC report records Mr. Mohammad Abul Kalam, ndc replacing Mrs. Shahella Rashid Chowdhury as Cove Investment Ltd.'s nominee, Mr. Anis Ud Dowla replacing Ms. Raimah Chowdhury as Binning & Co. (BD) Ltd.'s nominee, Mr. Md. Kamraul Hassan, FCA replacing Mr. Md. Arif, FCA, FCMA as Unitex LP Gas Ltd.'s nominee, and Mr. Md. Wahidul Islam selected as alternate director for Mrs. Shahin Haider [1 p.55]. The directors' report lists Mr. Arun Kumar Sarkar appointed at the 161st board meeting on 28/08/2025, and Mr. Anis Ud Dowla and Mr. Md. Zonaid Hossen Talukder at the 164th on 28/12/2025 [1 p.40] [1 p.41].

Committees (source year 2025). Audit Committee on the board page: Mr. Md. Shafiqul Islam FCA (Chairman), Mr. S.M. Shafiul Hoque, Dr. Sadia Noor Khan, Mr. Md. Kamrul Hassan, FCA [1 p.18]. The audit committee report lists four meetings with Mr. Md. Shafiqul Islam, FCA 4/4, Mr. S.M Shafiul Hoque 4/4, Dr. Shobod Deba Nath 3/4 and Mr. Md. Kamrul Hassan, FCA 3/4 [1 p.54]; the attendance table prints Mr. S.M. Shafiul Hoque at 3 of 4 (75%) [1 p.50]. Nomination and Remuneration Committee: six meetings; Mr. Md. Shafiqul Islam, FCA (Chairman) 6/6, Mr. Mahboob Ur Rahman 2/2 (to 18.06.2025), Mr. Feroz U. Haider 2/6, Mr. Hamdan Hossain Chowdhury 4/6, Mrs. Shahella Rashid Chowdhury 1/2 (to 21.04.2025), Mr. Md. Abul Kalam, ndc 4/4, Mr. Anis Ud Dowla 2/2, Mr. Arun Kumar Sarkar 1/1 [1 p.55]. Executive Committee: Mr. Arun Kumar Sarkar (Chairman), Mr. S.M. Shafiul Hoque, Mr. Mohammad Abul Kalam, ndc, Dr. Sadia Noor Khan, Dr. A K M Sarwar Jahan Zamil. Investment Committee: Mr. S.M. Shafiul Hoque (Chairman), Mr. Feroz U. Haider, Mr. Md. Kamrul Hassan, FCA, Dr. A K M Sarwar Jahan Zamil. Risk Management Committee: Dr. Sadia Noor Khan (Chairman), Mr. Hamdan Hossain Chowdhury, Mr. Mohammad Abul Kalam, ndc, Dr. A K M Sarwar Jahan Zamil. Policyholder Protection & Compliance Committee: Dr. Sadia Noor Khan (Chairman), Mr. Feroz U. Haider, Mr. Arun Kumar Sarkar, Dr. A K M Sarwar Jahan Zamil. Claims Committee: Mr. S.M. Shafiul Hoque (Chairman), Mr. Hamdan Hossain Chowdhury, Mr. Md. Kamrul Hassan, FCA, Mr. Arun Kumar Sarkar, Dr. A K M Sarwar Jahan Zamil [1 p.18]. The attendance table prints one Investment Committee meeting and three Claims Committee meetings; its Executive, Policyholder Protection and Risk Management columns are blank [1 p.50].

Compliance annexure and certificate, as printed. Annexure-C condition 1(2)(a) is ticked 'Complied' with the remark 'The RIPLC Board is comprised of 16 Directors and out of this 4 (four) are Independent Directors including 1 (one) Female independent Director.' [1 p.59] The T. Hussain & Co. certificate dated May 18, 2026 states: '(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.' [1 p.58] The statutory auditor's emphasis paragraph 04 states that 'the current Board composition includes only three (3) Independent Directors, resulting in a shortfall' and that the company 'has not complied with Clause 1(2)(b)' [1 p.95]. The two documents state different positions; both are quoted here as printed. Condition 1(5)(xxiii)(b) is ticked with the remark that directors, CEO, company secretary, CFO, head of internal audit 'and their spouses and minor children do not hold any shares of the company' [1 p.62]; the shareholding page lists holdings for twelve directors and two spouse holdings [1 p.71]. These two statements conflict. Condition 5(2)(a) is ticked with the remark 'The Audit Committee is comprised of 5 (Five) members' [1 p.65]; the board page and the audit committee report each list four members [1 p.18] [1 p.54]. Condition 1(5)(xiv), that IAS/IFRS 'have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed', is ticked [1 p.62]; the auditor's basis item 03 cites non-compliance with IFRS 9 [1 p.94]. Condition 6(5)(b)(iii), on identifying persons qualified to become directors and top-level executives, is ticked with the remark 'No such list as yet' [1 p.69]. No condition on pages 59-70 is ticked in the 'Not Complied' column [1 p.59] [1 p.70].

Management team (source year 2025). CEO: Dr. A K M Sarwar Jahan Zamil. Additional Managing Directors: Mr. Md. Sirajul Islam Bhuiyan, Mr. Md. Shamsuddin. Deputy Managing Directors: Mr. Sajan Kumar Basak (Company Secretary), Mr. Md. Anwarul Islam (Head of Claims & Re-insurance). Assistant Managing Director: Mr. Shubasish Barua (Head of Impact Business). Senior Vice President: Mr. Mohammad Moshfiqur Rahman (Chief Financial Officer (CFO)). Vice Presidents: Mr. Mansur Alam Sikder (Head of Underwriting), Mr. Sayed Enietul Haque (Head Admin & HR), Mr. Md. Numan Abedin (Head of MIS), Mr. Md. Moniruzzaman Dulal (Head of Branch Control Department). Manager: Mr. Md. Jahidul Islam (Head of Information Technology). Deputy Manager: Mr. Md. Saiful Islam (Head of Internal Audit) [1 p.25]. The CEO profile states he was Chief Executive Officer of Meghna Insurance Company Ltd. from July 2016 to January 2020 [1 p.24].

Relationships and outside positions in the director profiles (source year 2025). Mrs. Shahin Haider 'is the wife of Mr. Feroz U. Haider, Chairman of GSP Finance Company (Bangladesh) Limited' [1 p.20]; the shareholding page lists 1,094,082 shares for Mrs. Shahin Haider and 1,094,488 for Mr. Feroz U. Haider, each with the other's figure in the spouse column [1 p.71]. Mr. Feroz U. Haider's profile states he was Chairman of GSP International Bank Limited, Vanuatu from 1989 to 1996 and has been elected Chairman of GSP Finance Company (Bangladesh) Limited since 2008 [1 p.21]; GSP Finance Company (Bangladesh) PLC is among the institutions named in the note 21 fixed-deposit list [1 p.136]. Dr. Suborna Barua 'was the Chairman of Investment Corporation of Bangladesh and ICB Asset Management Company Limited' [1 p.19]. Mr. S.M. Shafiul Hoque is Chairman of Integral Apparels Ltd and a director of Choice Group of Industries [1 p.19]. Mr. Hamdan Hossain Chowdhury is 'the Managing Director of Karnaphuli Limited' [1 p.21]; DSE named him as Managing Director of HR Lines Limited when HR Lines bought 11,00,000 shares, completion posted 29-Jul-2025 [7]. Mr. Arun Kumar Sarkar 'is the Resident Director of Karnaphuli Group' and Mr. Anis Ud Dowla holds the role of 'Senior Executive Director of Karnaphuli Group' [1 p.22]. Mr. Sadeque Hossain Chowdhury is a director of K & T Logistics Ltd. among other companies [1 p.20]. Mr. Md. Kamrul Hassan, FCA is Advisor (Business & Finance) of Unitex LP Gas Limited [1 p.21].

Related parties and fees. Note 37 lists two related-party groups, each with relationship 'Common Director' and transaction 'Insurance': Karnaphuli Group (Karnaphuli Limited, Karnaphuli Industries Limited, Karnaphuli Works Limited, Holy Crescent Hospital Ltd, K & T Logistics) with premium earned of Tk 132,919,737, premium outstanding '-' and claims paid of Tk 38,300; and Unitex Group (Unitex Spinning Ltd, Unitex Composite Mills Ltd, Unitex Steel Mills Ltd, Unitex LPG Ltd, Unitex Petroleum Ltd, HS Composite Textile Ltd) with premium earned of Tk 23,158,529, outstanding '-' and claims paid of Tk 79,303 [1 p.143]. The Karnaphuli Group premium is 15.2% and the Unitex Group premium 2.6% of 2025 gross premium (derived) [39]. Directors' fees were Tk 1,232,000 in total (printed '12,32,000' in note 2.26) and 'The Company has not paid any remuneration to the directors in 2025' [1 p.102] [1 p.126] [1 p.40]; a per-director split is not printed. Executives received Tk 64,562,019 [1 p.126]. The company sold vehicles to four employees: Mr. Mohammad Moshfiqur Rahman (SVP, WDV Tk 399,582, proceeds Tk 715,000), Mr. Syed Enietul Haque (VP, Tk 587,716, Tk 506,880), Mr. Md. Nazim Uddin (AMD, Tk 515,388, Tk 825,000) and Mr. Md. Romen Ahammed (SEVP, Tk 419,678, Tk 461,844) [1 p.143].

Related-group premium over time. Note 37 prints Karnaphuli Group premium of Tk 86,191,604 in 2022, Tk 117,657,987 in 2023, Tk 120,622,232 in 2024 and Tk 132,919,737 in 2025; Unitex Group premium was Tk 73,181,671, Tk 102,662,258, Tk 90,469,171 and Tk 23,158,529 [44 p.47] [43 p.47] [42 p.53] [1 p.143]. In 2024 the note gives Unitex's relationship as 'Chairman' and adds Gasmin Limited / Show motions Limited (Tk 6,635,920) [42 p.53]. No note prints rates against tariff or the classes covered (searched: notes 37 in AR2022-AR2025).

Holdings and auditors. The shareholding page lists, at 31-Dec-2025: Mr. Hamdan Hossain Chowdhury 2,743,386 shares, Mr. Md. Kamrul Hassan, FCA 1,907,057, Mrs. Khurshida Rahman 1,823,466, Mr. Mohammad Abul Kalam, ndc 1,606,417, Mr. S.M. Shafiul Hoque 1,295,088, Mr. Anis Ud Dowla 1,244,016, Mr. Md. Zonaid Hossen Talukder 1,212,750, Mr. Mohd. Hanif Chowdhury 1,124,961, Mr. Sadeque Hossain Chowdhury 1,115,298 (spouse 1,096,531), Mr. Arun Kumar Sarkar 1,100,000, Mr. Feroz U. Haider 1,094,488 and Mrs. Shahin Haider 1,094,082; the independent directors, CEO, company secretary, CFO and head of internal audit hold none [1 p.71]. No shareholder holds 10% or more [1 p.71]. DSE posted Mr. Sadeque Hossain Chowdhury's completed purchase of 25,000 shares on 11-Jun-2026 [7]. The statutory audit fee is Tk 385,000 [1 p.126]; the 2025 statement of profit or loss shows audit fees of Tk 895,000 [1 p.102]. The board recommends T. Hussain & Co. as compliance auditor (BDT 50,000) and Jasmin & Associates as ICGG auditor (BDT 30,000) [1 p.41].

Dividends and dates. The board meeting of April 29, 2026 recommended a 10.25% cash dividend on paid-up capital of Tk 547,041,560 [1 p.126]. DSE posted the declaration on 30-Apr-2026 with record date 21-May-2026 and AGM on 29-Jun-2026 [7]. For 2024, the board met on 30-Apr-2025 and recommended 6% cash and 5% stock; record date 25-May-2025, AGM 25-Jun-2025, disbursement posted 3-Aug-2025 [7]. The company transferred BDT 4,71,276.10 of unclaimed 2021 dividend to the Capital Market Stabilization Fund during the year [1 p.42].

Five years of DSE posts (2-Nov-2021 to 3-Nov-2026). Ratings: Alpha Credit Rating assigned 'AA+' long term and 'ST-1' short term with a stable outlook in posts of 19-Aug-2024, 12-Aug-2025 and 6-Aug-2026; the archive holds no rating post from 2-Nov-2021 to 18-Aug-2024 [52] [7]. Dividends: BSEC consent for the 5% stock dividend for 2021 was posted on 17-Nov-2022, record date 24-Nov-2022, and the bonus shares were credited on 7-Dec-2022; for 2024's 5% stock dividend the company posted on 22-May-2025 that BSEC approval was not required [52] [7]. Days from AGM to the DSE cash-dividend disbursement post: 31 (AGM 27-Jun-2022, post 28-Jul-2022), 37 (19-Jun-2023 to 26-Jul-2023), 38 (27-Jun-2024 to 4-Aug-2024), 39 (25-Jun-2025 to 3-Aug-2025) and 31 (29-Jun-2026 to 30-Jul-2026) [2 p.31] [52] [7]; the BSEC disbursement deadline is not in our data at 3-Nov-2026. The 2022 first-quarter board meeting was held on 13-Jun-2022, against 14 to 15 May in 2023-2026 [52] [7]. The auditor's emphasis-of-matter notices for 2022 and 2023 were posted on 21-May-2023 and 19-May-2024 [52]. No category change, BSEC enforcement order or board-meeting postponement appears in the archive [52] [7].

What's next: dated events after 31-Oct-2026

No date below is notified by the company at 3-Nov-2026 [7]. Each inferred range covers every precedent found: the board-meeting, record-date, AGM and rating posts from 2-Nov-2021 to 3-Nov-2026 [52] [7], plus the 2021 report's dates (accounts authorised for issue on April 27, 2022; AGM on June 27, 2022) [2 p.20] [2 p.31]; each date falls on a DSE business day (Sunday to Thursday). The FY2025 accounts were filed on the precedent timetable (board 29-Apr-2026 against 30-Apr-2025), and the Q3 2026 results were posted on 29-Oct-2026 [7].

Passed events. The 26th AGM was set for 29-Jun-2026 to approve the 2025 accounts, the 10.25% dividend, the re-appointment of Rahman Mostafa Alam & Co. for 2026 and the re-election of six directors (passed), outcome unknown except that DSE posted the dividend disbursement on 30-Jul-2026 [1 p.40] [1 p.41] [7]. Bangladesh's LDC graduation date is 24-Nov-2029 [37] [38].

Risks: each item and the line it relates to

Underwriting. Fire and marine hull lost money in 2025 (Tk 8.7m and Tk 28.0m) [1 p.105] [1 p.109]. Marine cargo produced Tk 115.9m, more than the total underwriting profit of Tk 105.9m [1 p.107] [1 p.102]. H1 2026 gross premium was 39.0% below H1 2025 [5 p.1] [39].

Liquidity and cash. Net operating cash flow was minus Tk 14.4m in 2025, minus Tk 17.3m in H1 2026, and Tk 0.01 a share for the nine months to September 2026 per DSE [1 p.116] [5 p.1] [7]. Fixed deposits fell by Tk 100.7m in 2025 [1 p.135]. BDT 15,000,000 of deposits is under lien with IDRA [1 p.136].

Governance. The auditor's fourth emphasis paragraph records the shortfall in independent directors and BSEC's January 01, 2026 letter [1 p.95]. Karnaphuli Group companies paid Tk 132.9m of premium in 2025, and three directors' profiles name Karnaphuli roles [1 p.143] [1 p.21] [1 p.22]. Seven directors attended under half of the board meetings held in their tenure on the printed percentages [1 p.50].

History 2017-2025 and market data

Figures for 2017-2019 come from the 2019 annual report's highlights page, 2020-2021 from the 2021 statements, and 2021-2025 from the 2025 annual report's highlights page and statements [3 p.25] [2 p.7] [2 p.10] [1 p.27] [1 p.102]. Profit after tax for 2017 is from the 2017 directors' report and for 2018-2019 from the 2019 statement of profit or loss [4 p.41] [3 p.76]. Gross and net premium, underwriting profit and profit before tax for 2020 are not on the pages read and are shown as n/a. EPS is the latest printing for each year: 2021 EPS is Tk 2.27 on the 2025 highlights page and Tk 2.38 in the 2021 report; 2024 EPS is Tk 1.99 (restated) on the 2025 statements and Tk 2.09 in the 2025 management discussion and the 4-May-2025 DSE post [1 p.27] [2 p.10] [1 p.102] [1 p.51] [7]. 2021 underwriting profit is Tk 16.05 crore on the highlights page and Tk 16.04 crore in the management discussion [1 p.27] [1 p.51].

NAV and EPS, figure by figure. NAV per share was Tk 19.70 at 31-Dec-2025 (Tk 1,077,680,952 over 54,704,156 shares) and Tk 19.31 at 31-Dec-2024 on 52,099,197 shares [1 p.141]. DSE posts give Tk 20.25 at 31-Mar-2026, Tk 19.77 at 30-Jun-2026 (also in the H1 statements) and Tk 20.12 at 30-Sep-2026 [7] [5 p.1]. EPS was Tk 1.88 for 2025 (Tk 102,807,586 over 54,704,156 shares) and Tk 1.99 restated for 2024 (Tk 108,852,987 over the same restated count) [1 p.141]. Quarterly EPS for 2026 was Tk 0.55, Tk 0.54 and Tk 0.36, a nine-month Tk 1.45 [7].

Market data (facts only). The shares closed at Tk 36.0 on 29-Oct-2026, 16.9% above the Tk 30.8 close on 30-Oct-2025 [6] [39]. Over the 52 weeks to 29-Oct-2026, unadjusted DSE trading-day closes from the saved chart_bars data ranged from Tk 24.0 (13-Nov-2025) to Tk 44.4 (13-Aug-2026), with no ties at either end; no bonus or rights issue fell in the window [6] [7]. Market value at Tk 36.0 was Tk 1.97bn [39]. The P/E is 19.1 times on audited 2025 EPS of Tk 1.88 and 19.4 times on trailing EPS of Tk 1.86 to September 2026 (nine-month 2026 EPS of Tk 1.45 plus 2025 EPS of Tk 1.88 less nine-month 2025 EPS of Tk 1.47, derived) [39]. P/B is 1.79 times on NAV per share of Tk 20.12 at 30-Sep-2026, and the 2025 dividend of Tk 1.025 is a 2.8% yield [39]. On the year-end prices printed in the 2025 annual report, P/E was 23.3x for 2021 and 14.5x for 2025 on EPS as printed in this note; the report itself prints 23.35 and 14.47 [1 p.49] [39].

FAQ

What did the auditor say about Republic Insurance's 2025 accounts?

Rahman Mostafa Alam & Co. gave a qualified opinion. The four basis items are an understated cumulative gratuity liability, a gratuity fund shortfall of BDT 7,708,344, a deferred write-off of an expected credit loss of BDT 6,391,774, and no confirmation of the Tk 799,724,497 receivable from and Tk 60,545,639 payable to Sadharan Bima Corporation. There are four emphasis-of-matter paragraphs and four key audit matters.

How profitable was Republic Insurance in 2025?

Profit after tax was Tk 102.8m (EPS Tk 1.88) against Tk 108.9m (EPS Tk 1.99 restated) in 2024. Underwriting profit was Tk 105.9m and interest income Tk 63.1m. Return on average equity was 9.9%.

What is Republic Insurance's combined ratio?

79.4% in 2025 and 87.9% in 2024, measured as net claims plus management expenses, insurance stamps and agency commission, less reinsurance and profit commission, over net premium. On the same definition the fifteen general insurers compared ranged from 63.7% to 110.7%.

Which classes made money for Republic Insurance in 2025?

Marine cargo made Tk 115.9m, motor Tk 13.2m and miscellaneous Tk 13.6m. Fire lost Tk 8.7m and marine hull lost Tk 28.0m. The total underwriting profit was Tk 105.9m.

How much does SBC owe Republic Insurance?

Note 18 shows Tk 799,724,497 receivable from Sadharan Bima Corporation at 31-Dec-2025, up from Tk 486,363,396 a year earlier, and the H1 2026 statement shows Tk 842,089,849 at 30-Jun-2026. Tk 60,545,639 was payable to SBC at 31-Dec-2025.

What dividend did Republic Insurance pay for 2025?

10.25% cash, Tk 1.025 a share, 54.5% of EPS. The record date was 21-May-2026 and DSE posted the disbursement on 30-Jul-2026.

Who are Republic Insurance's related parties?

Note 37 lists Karnaphuli Group companies (premium Tk 132,919,737, claims paid Tk 38,300) and Unitex Group companies (premium Tk 23,158,529, claims paid Tk 79,303), each related through a 'Common Director'. Directors' fees were Tk 1,232,000 in total.

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