United Commercial Bank financial analysis: 15.5% NPL, Tk5,595 crore deferred provision and CRAR of 8.42% (Oct 2026)

Investment considerations: deposits grew 23% in 2025; the Tk5,595 crore provision shortfall is 133% of solo equity

Updated 3-Nov-2026: added the business model and industry forces; the Q1 and Q2 2026 interim accounts and a seven-quarter net interest income path; Bangladesh Bank system classified-loan ratio, credit and deposit growth, policy rate, T-bill yield and system lending and deposit rates next to UCB's figures; the bond book (held to maturity and held for trading), investment income by source, borrowings by type and interest paid by deposit type; the auditor's responses to the six key audit matters in full; five years of DSE events (managing director changes, board reconstitution, ratings, bonds, stock-dividend consents); and filed answers on SMA loans, risk-weighted assets, tax, Upay, the sixth subordinated bond and the strategic-investor plan.

United Commercial Bank PLC (UCB) is a private commercial bank with 234 branches, 709 ATMs and 5,891 employees at the end of 2025 [1 p.127]. On 30 September 2026 its solo balance sheet was BDT 1,021.5bn: deposits of BDT 773.6bn, loans of BDT 678.9bn, government investments of BDT 195.5bn and shareholders' equity of BDT 43.6bn [2 p.7]. The consolidated group adds UCB Stock Brokerage, UCB Investment, UCB Asset Management, UCB Fintech (the Upay mobile wallet) and UCB Exchange (SG) [1 p.268] [1 p.269]. This note uses consolidated figures for the headline per-share numbers and solo figures for asset quality and capital, and labels each.

Business model. UCB earns mainly from the gap between interest on loans and interest on deposits, plus income from government securities and fees. In 2025 its solo interest income was BDT 59,184.7m, of which BDT 58,293.0m on loans and advances; investment income was BDT 14,934.3m; and commission, fees, exchange and brokerage BDT 7,475.0m [1 p.328] [1 p.329]. It lends mostly to businesses: by industry at Dec-2025, commercial trade financing was 15.45% of loans, RMG and accessories 10.90%, construction 8.13%, food products and processing 6.36%, textiles 5.94% and 'Others' 20.86% [1 p.193]; industrial loans were BDT 386,139.5m of the BDT 617,890.1m book [1 p.310]. The directors' report prints import business of BDT 403,241m and export business of BDT 402,993m for 2025 [1 p.78]. It is funded by deposits (BDT 683.9bn at Dec-2025, of which private-sector BDT 613.0bn and government BDT 12.8bn), borrowings of BDT 63.4bn (including Bangladesh Bank EDF BDT 15,585.9m, IPFF BDT 7,318.4m, pre-finance/refinance BDT 5,105.8m and repo BDT 12,596.0m, and subordinated bonds BDT 10,125.9m) and shareholders' equity of BDT 42.1bn [1 p.320] [1 p.317] [1 p.275]. It runs 234 branches and 709 ATMs and an Islamic banking unit, Taqwa [1 p.127] [1 p.328]. Sponsors and directors held 10.27% at Dec-2025, and the five-member board was formed by Bangladesh Bank special order on 27 August 2024 [1 p.61] [1 p.143].

At 31 December 2025 UCB needed BDT 76,794.2m of loan provisions and held BDT 25,243.8m, a loan shortfall of BDT 51,550.4m; it was also BDT 4,398.9m short on classified other assets, of which BDT 4,380.2m relates to its investment in Upay [1 p.313] [1 p.321] [1 p.320]. Bangladesh Bank (BB), by letter no. BSD-5 (Wing-3)/104/2026-410 dated 29 April 2026, allowed the bank to finalise its accounts without adjusting the total shortfall of Tk5,594.93 crore [1 p.320]. The auditor, Aziz Halim Khair Choudhury, qualified its opinion on those grounds and on capital, and wrote that with the shortfall recognised the bank would have made a loss of Tk3,278.88 crore and its solo CRAR would have been 0.93% [1 p.264].

Solo profit after tax was BDT 635.8m in 2025 and BDT 575.6m in the first nine months of 2026; consolidated profit was BDT 238.3m and BDT 410.1m [1 p.277] [1 p.272] [2 p.9] [2 p.4]. At BDT 9.1 on 29 October 2026 the shares traded at 0.34 times consolidated NAV per share of BDT 26.60 at 30 September 2026 [18] [2 p.12].

Franchise: deposits doubled in five years and government investments rose to BDT 195.5bn by Sep-2026

UCB's solo deposits grew from BDT 354.0bn in 2020 to BDT 683.9bn in 2025, and loans from BDT 351.7bn to BDT 617.9bn [1 p.126]. Loan growth slowed to 7.9% in 2025 from 13.2% in 2024, and deposit growth rose to 23.4% from 8.0% [19]. Investments rose from BDT 87.9bn to BDT 148.7bn in 2025, and government investments reached BDT 195.5bn by 30 September 2026, 19.1% of total assets [1 p.126] [2 p.7] [19].

Fixed deposits were 59.4% of deposits at Dec-2025 and 57.2% at Sep-2026 [19]. The bank's own 'CASA Deposit as % of Total Deposit' fell from 34.70% in 2021 to 26.43% in 2025 [1 p.127]. On the balance-sheet lines, current plus savings accounts were 32.7% of deposits at Dec-2025; the two measures use different definitions and both are shown. Private-sector deposits were BDT 613.0bn of the BDT 683.9bn total [1 p.320].

Borrowings from banks and institutions fell from BDT 79.8bn to BDT 63.4bn in 2025 and rose to BDT 94.1bn at Sep-2026 [1 p.275] [2 p.7]. During 2025 the bank sold securities under repo to Bangladesh Bank with a daily average of BDT 26.3bn outstanding and a maximum of BDT 45.8bn [1 p.309]. Loans are almost all to the private sector (BDT 617.6bn), and 33 clients with sanctioned limits above 10% of capital held BDT 312.4bn of advances at Dec-2025, up from 32 clients and BDT 287.6bn [1 p.311] [1 p.312].

Industry forces, from the filings. Rivalry: the directors' report says BRAC Bank, Pubali Bank, Eastern Bank, Prime Bank and City Bank 'are usually considered peers' by portfolio size, and prints their 2025 NPL ratios of 2.24% to 4.36% and CRARs of 14.95% to 18.07%, against UCB's 15.50% and 8.42% [1 p.78]; the treasury report puts UCB's deposits at 3% of total industry deposits [1 p.91]. Funding sources: depositors, Bangladesh Bank refinance and repo lines, and subordinated and perpetual bond holders, with the amounts above [1 p.317]. Borrowers: 33 clients above 10% of capital held BDT 312.4bn, 51% of loans [1 p.311] [1 p.312]. Entry barriers: none disclosed beyond the Bangladesh Bank capital rules the auditor cites (Section 13(2) of the Bank Company Act, 1991) [1 p.264]. Substitutes: the only other channel the filings name is the group's own mobile wallet, Upay (UCB Fintech) [1 p.268]; none disclosed otherwise.

Deposit growth and its cost. Inter-bank deposits rose from BDT 768.5m to BDT 20,451.6m in 2025 and deposits from customers and others from BDT 553,446.8m to BDT 663,489.9m [1 p.318]. Interest paid on deposits rose from BDT 30,385.8m to BDT 42,602.7m: on fixed term deposits from BDT 19,507.6m to BDT 27,493.4m, on scheme term deposits from BDT 7,030.6m to BDT 9,703.9m and on special notice deposits from BDT 1,645.2m to BDT 2,625.9m [1 p.328]. Interest on borrowings rose from BDT 4,872.0m to BDT 6,719.4m, of which borrowing from Bangladesh Bank BDT 3,083.6m against BDT 1,422.0m [1 p.328]. The treasury report says UCB Treasury 'emphasized disciplined and risk-based pricing of funds to support a sustainable balance sheet expansion', and prints deposit growth of 23.41% against 'the industry growth rate of 11.51%' and loan growth of 7.87% against an industry average of 5.61% [1 p.91]. On Bangladesh Bank's Major Economic Indicators, bank deposits grew 11.10% and private-sector credit 6.10% in the year to December 2025, computed from levels; the bank's industry figures and BB's are on different bases and both are shown [25]. The filings do not say whether 'Other Deposits', BDT 45,449.5m at Dec-2025 and BDT 62,750.6m at Sep-2026, holds rights-subscription money; the Q3 notes state 'There is no event after the reporting period' [2 p.7] [2 p.12].

Against the banking system. UCB's classified-loan ratio was 15.50% at Dec-2025; Bangladesh Bank's system ratio for all scheduled banks was 31.2% at Dec-2025 and 33.2% at Jun-2026, and 19.9% at Dec-2024 against UCB's 14.90% [1 p.127] [24]. UCB's deposits grew 23.4% in 2025 and its loans 7.9%, against 11.10% for bank deposits and 6.10% for private-sector credit on BB's data for the year to December 2025; in 2024 the figures were 8.0% and 13.2% for UCB against 7.44% and 7.30% [19] [25]. The system series are on BB's basis (all banks, month-end levels) and UCB's on its solo year-end balance sheet.

Line items: interest paid rose to 83% of interest income in 2025 and investment income doubled

Net interest income fell from BDT 20,857m in 2024 to BDT 9,863m in 2025 on the 5-year summary [1 p.126]. Interest income rose BDT 3,070m to BDT 59,185m and interest expense rose BDT 14,064m to BDT 49,322m [19]. Interest expense was 83.3% of interest income in 2025 against 62.8% in 2024 and 51.0% in 2021 [19]. The bank's printed cost of fund was 9.47% in 2025 and 8.52% in 2024, and its yield on advance 9.86% and 10.00%; the printed spread fell from 1.48% to 0.39% [1 p.127].

Investment income rose from BDT 7,439m to BDT 14,934m in 2025 [1 p.277], and in the first nine months of 2026 it was BDT 14,200m, 35.8% above the same period of 2025 [2 p.9] [19]. Commission, exchange and brokerage was BDT 7,475m in 2025 against BDT 7,927m in 2024 [1 p.277]. Total operating income fell from BDT 36,469m to BDT 32,527m, and net interest income's share of it fell from 57.2% to 30.3% [19].

Operating expenses were BDT 20,746m in 2025 against BDT 21,391m in 2024; salaries rose to BDT 9,691m and stationery, printing and advertisement fell from BDT 2,074m to BDT 1,364m [1 p.277]. Cost to income was 63.8% [19]. Profit before provision was BDT 11,781m, and provisions of BDT 9,746m took 82.7% of it [1 p.277] [19]. Tax of BDT 1,399m on a pre-tax profit of BDT 2,035m left BDT 636m; the tax line included a deferred tax expense of BDT 1,048m against a deferred tax income of BDT 2,775m in 2024 [1 p.277]. BDT 570.0m of the 2025 profit was appropriated to the coupon on the perpetual bond [1 p.277].

Investment income by source. Of the BDT 14,934.3m of 2025 investment income, BDT 9,335.7m was interest (including BDT 8,684.0m on treasury bills and bonds, BDT 1,180.6m on the Bangladesh Government Special Purpose Bond and BDT 459.3m on subordinated bonds, less a net revaluation loss on government securities of BDT 1,859.7m) and BDT 5,598.6m non-interest income: government securities trading BDT 3,724.7m, repo transactions BDT 1,146.7m and a gain on sale of shares of BDT 478.3m [1 p.328] [1 p.329]. In 2024 the non-interest part was minus BDT 759.4m, after a loss on shares of BDT 1,052.8m [1 p.329]. The bond book. Government securities were BDT 134,276.5m at Dec-2025: treasury bonds held to maturity BDT 81,181.4m and held for trading BDT 24,605.4m (BDT 49,569.9m and BDT 122.1m a year earlier), treasury bills BDT 12,578.0m, the special purpose bond BDT 11,926.0m, Bangladesh Bank sukuk BDT 1,474.3m and BGIIB BDT 2,500.0m [1 p.307]. BDT 124,479.0m of all investments mature in more than five years, against BDT 44,999.8m a year earlier [1 p.307]. The revaluation reserve was BDT 84.3m on HTM and BDT 58.8m on HFT securities [1 p.326]. Securities sold under repo to Bangladesh Bank averaged BDT 26,325.9m outstanding during 2025 [1 p.309]. The filings do not allocate interest expense to the bond book (searched notes 6, 23 and 24, pp.307-329); no net figure for it is given here.

Rates next to the bank's spread. UCB's printed yield on advance moved from 7.92% in 2020 to 10.00% in 2024 and 9.86% in 2025, and its cost of fund from 7.42% to 8.52% and 9.47% [1 p.127]. Bangladesh Bank's policy rate was 4.75% at end-2020 and 10.00% at end-2024 and end-2025, and was cut to 9.50% on 30 July 2026 (MPC-13) and held on 23 September 2026 [23]. BB's weighted-average lending rate was 12.33% and deposit rate 6.31% at end-June 2025 (12.13% and 6.21% at end-June 2026) [26]. The T-bill yield was 10.48% in December 2025 on the IMF series and the 364-day cut-off was 8.60% on 2 November 2026 [27]. UCB's cost of fund and BB's deposit rate are different measures (the bank's ratio does not print its basis), and are shown side by side without a computed gap between UCB and BB figures. The lending regime moved from the SMART-based rate to market pricing on 8 May 2024, the day of MPC-3 [23].

Consolidated view. The group earned BDT 238.3m in 2025 against BDT 80.1m in 2024, EPS of BDT 0.15 and 0.05, with consolidated total operating income of BDT 33,915m [1 p.272]. Consolidated profit was BDT 238.3m in 2025; solo profit was BDT 635.8m [1 p.272] [1 p.277].

9M 2026: interest paid reached 95% of interest income and Q3 net interest income was negative

The unaudited solo accounts for January-September 2026 show interest income of BDT 45,091m, down 4.1%, and interest paid of BDT 42,696m, up 20.0% [2 p.9] [19]. Net interest income fell from BDT 11,459m to BDT 2,395m, and for July-September 2026 alone it was minus BDT 288.0m [2 p.9]. The consolidated quarter shows net interest income of minus BDT 212.0m [2 p.4]. The bank's note says operating profit 'has decreased by BDT 639 crore mainly due to the higher interest expenses on deposits & borrowings over the same period of last year' [2 p.12].

Provisions fell from BDT 10,865m to BDT 2,696m, of which the loan charge fell from BDT 11,845m to BDT 2,502m [2 p.9]. Profit before tax rose from BDT 1,364m to BDT 3,144m, and tax of BDT 2,569m (81.7% of pre-tax profit) left BDT 575.6m against BDT 702.6m [2 p.9] [19]. Solo EPS was BDT 0.37 against 0.45 and consolidated EPS BDT 0.26 against 0.32 (restated) [2 p.12]. The interim statements do not state the provision shortfall or CRAR at 30 September 2026. The 2025 statement of changes in equity in the Q3 report prints 9M 2025 solo profit of BDT 703.2m, and the profit and loss account prints BDT 702.6m; both printings are shown here [2 p.11] [2 p.9].

Net operating cash flow per share was minus BDT 20.58 (consolidated) for the nine months, against plus BDT 11.89; the bank's DSE explanation was 'higher loan disbursement and higher investment compared to deposit growth' [2 p.12] [9]. Loans grew 9.9% in nine months and deposits 13.1% [19].

Quarter by quarter. Solo net interest income was BDT 3,634.1m in Q1 2025, BDT 4,429.2m in Q2 and BDT 3,396.1m in Q3; the fourth quarter of 2025, derived as the year less the nine months, was minus BDT 1,596.8m [20 p.9] [21 p.9] [2 p.9] [19]. In 2026 it was BDT 1,787.5m in Q1, BDT 895.6m in Q2 and minus BDT 288.0m in Q3 [20 p.9] [21 p.9] [2 p.9]. Interest paid was BDT 13,644.5m in Q1 2026, BDT 14,572.0m in Q2 and BDT 14,479.3m in Q3, and interest income was BDT 15,432.0m, BDT 15,467.6m and BDT 14,191.3m [20 p.9] [21 p.9] [2 p.9]. The bank's notes give the same reason each quarter: operating profit 'has decreased by BDT 101.86 crore mainly due to higher interest expense on deposits and borrowings' (Q1), 'by Tk. 255.08 crore mainly due to the increase of interest expenses on deposits & borrowings' (H1) and by BDT 639 crore for the nine months [20 p.12] [21 p.12] [2 p.12]. Solo profit after tax was BDT 192.3m, BDT 220.1m and BDT 163.2m in the three quarters of 2026, and the derived Q4 2025 figure was minus BDT 66.8m [20 p.9] [21 p.9] [2 p.9] [19].

Tax. The 9M 2026 tax charge of BDT 2,568.7m was current tax of BDT 2,456.6m and a deferred tax expense of BDT 112.1m; in 9M 2025 it was current tax of BDT 3,521.7m less deferred tax income of BDT 2,860.2m [2 p.9]. In Q1 2026 current tax was BDT 969.2m against deferred tax income of BDT 846.6m, and in H1 2026 BDT 1,823.6m and a deferred expense of BDT 280.7m [20 p.9] [21 p.9]. The interim notes say only that tax 'has been made on taxable income after necessary add back' under the Income Tax Act 2023 and the Finance Act; they give no reason for the rate (searched Q1, H1 and Q3 2026 notes) [2 p.12]. Interim provisions. The loan provision charge was BDT 1,799.9m in Q1 2026, BDT 285.0m in Q2 and BDT 416.7m in Q3 [20 p.9] [21 p.9] [2 p.9]. None of the three interims prints the required provision, the shortfall or CRAR at its date (searched each set of notes, Q1 p.12, H1 p.12, Q3 p.12). The H1 notes record BSEC's approval of the BDT 775.19 crore rights issue 'vide letter no. BSEC/CFD/CI/RI-137/2025/759 dated 07 July 2026' [21 p.12].

Asset quality: NPL of 15.5%, BDT 76.8bn of required provisions, BDT 25.2bn held

Classified loans were BDT 95,762.3m at 31 December 2025, 15.50% of loans, against BDT 85,344.0m and 14.90% a year earlier [1 p.312] [1 p.127]. The ratio was 2.55% in 2020, 4.41% in 2021, 5.99% in 2022 and 5.50% in 2023 [1 p.127]. Bad/loss loans were BDT 87,782.8m, 91.7% of the classified total, and sub-standard loans fell from BDT 22,167.3m to BDT 749.4m [1 p.312] [19]. Special mention loans rose from BDT 30,722.0m to BDT 117,351.6m. Classified and SMA loans together were 34.5% of loans [1 p.312] [19].

Required provision against loans was BDT 76,794.2m: BDT 12,641.9m general (including BDT 5,129.5m on SMA loans) and BDT 64,152.3m specific [1 p.313]. The bank held BDT 25,243.8m, leaving a loan shortfall of BDT 51,550.4m, up from BDT 33,495.1m [1 p.320]. Specific provision held fell from BDT 22,340.7m to BDT 19,281.4m during 2025: the bank added BDT 9,424.9m and recovered BDT 1,136.1m, and BDT 13,620.4m was used against written-off loans [1 p.321]. Provision held was 32.9% of the requirement, against 44.7% a year earlier [19].

The forbearance. The other-assets requirement was BDT 4,828.0m and BDT 429.0m was maintained, a shortfall of BDT 4,398.9m [1 p.321]. The bank's note gives the split: BDT 438.02 crore against the investment in Upay and BDT 1.87 crore against WCSP receivables from Bangladesh Bank [1 p.320]. Together with the loan shortfall this is Tk5,594.93 crore, which BB letter BSD-5 (Wing-3)/104/2026-410 of 29 April 2026 allowed the bank to leave out of the 2025 accounts [1 p.313] [1 p.320]. The 2024 figure on the same 'Provision Surplus/(Deficit)' line was BDT 38,962.6m; it includes BDT 1,554.8m of matured NBFI FDRs in the 2024 other-assets shortfall (FY2024 basis 1(ii)), which the 2025 total excludes (2025 EoM (i)); the two totals are not like-for-like [1 p.340] [3 p.2] [1 p.264]. For FY2024 the forbearance was Bangladesh Bank letter # DOS(CAMS)1157/41(Dividend)/2025-3111 dated 21 May 2025, which allowed the bank to finalise 'without adjusting the total shortfall amount of Taka 3,896.26 crore' [3 p.3]; letter no. DBI- 4/7007/2025-635 dated 27 April 2025 is cited in items (ix) and (xii) of the FY2024 report on other requirements [3 p.11]. The 2025 basis says BB 'has permitted the Bank to finalize' without adjusting the shortfall [1 p.264]; the response to key audit matter 5 says BB 'instructed the Bank to finalize the financial statements keeping provision shortfall of BDT 5,594.93 crore' [1 p.266]. The filings do not print an amortisation schedule for the 2025 shortfall.

Write-offs and recoveries. UCB wrote off BDT 25,874.9m in 2025 (BDT 13,620.4m of principal and BDT 12,254.5m of interest suspense), against BDT 7,128.5m in 2024; cumulative write-offs reached BDT 53,595.3m [1 p.312]. Interest credited to suspense was BDT 17,937.6m in the year and the suspense balance was BDT 31,798.6m [1 p.321]. Suits against defaulted borrowers rose from BDT 51,807.4m to BDT 153,439.6m, and the bank marked 41 parties as wilful defaulters against 20 a year earlier [1 p.313]. The chief risk officer's table gives a gross NPL ratio of 15.50% and a net NPL ratio of 7.23%; its policy parameter is '<3.50%' [1 p.164].

SMA loans and the specific provision. The filings print the SMA balance at each year-end but no movement table (opening, new downgrades, upgrades, rescheduled into SMA); searched notes 7.10-7.11 (pp.312-313), the Pillar 3 NPA table (p.212) and the risk report (p.164, p.193). The base for the SMA general provision was BDT 105,178.9m and the charge BDT 5,129.5m, against BDT 244.5m a year earlier; the policy table sets 5% for SMA other than CMSME and short-term agricultural credit (0.5%) [1 p.313] [1 p.290]. In 2024 the specific requirement included BDT 4,904.5m under 'Bangladesh Bank Directives' and BDT 401.5m on 'SMA-Special RSDL (BRPD-5)', both nil in 2025 [1 p.313]. By segment, classified loans were BDT 64,112.4m corporate, BDT 29,939.4m SME and BDT 1,710.6m retail [1 p.313]. Write-offs follow BRPD Circular No. 04 of 18 February 2024 and BRPD circulars 08, 09 and 11 of October-December 2025; the policy requires '100% Provision must be kept before write-off of any accounts' [1 p.290]. The filings do not name the written-off borrowers or sectors. The suits figure, BDT 153,439.6m, comes from Annexure-D; the notes give no reason for its rise [1 p.313]. Advances to companies in which directors are interested are printed as nil for 2024 and 2025, and loans to concerns related to directors as 'Nil' [1 p.310] [1 p.338]; the filings do not split classified loans by former-board connection.

The auditor's figures for the effect are a 2025 loss of Tk3,278.88 crore and a solo CRAR of 0.93% had the shortfalls been recognised, and a capital shortfall of Tk5,975.52 crore [1 p.264].

Capital: CRAR of 8.42%, a 12.5% requirement, and 0.93% on the auditor's basis

UCB's solo regulatory capital was BDT 54,805.8m at 31 December 2025 and risk-weighted assets were BDT 651,217.4m, a CRAR of 8.42% [1 p.324]. The requirement with the conservation buffer, 12.5% of RWA, was BDT 81,402.2m; the printed shortfall was BDT 26,596.4m, up from BDT 9,728.8m [1 p.324]. Consolidated CRAR was 7.96%; solo CET1 was 4.85% and Tier 1 5.73% [1 p.206]. RWA grew 28.0% in 2025 and total capital 1.8% [19].

CRAR has fallen each year on the 5-year page: 14.92% in 2020, 13.64%, 13.06%, 12.58%, 10.59% and 8.42% in 2025 [1 p.127]. Tier 1 capital includes BDT 5,700.0m of additional Tier 1 and Tier 2 includes BDT 9,805.9m of subordinated bonds; BDT 7,306.9m of deferred tax assets is deducted from CET1 [1 p.324]. The auditor's capital paragraph reads in full: "As per Section 13(2) of the Bank Company Act, 1991 (as amended in 2023) and BRPD Circular No. 18 dated 21 December 2014, to comply with Basel III requirements, the Bank’s required capital as at 31 December 2025 stood at BDT 6,512.17 crore against which the Bank maintained capital of BDT 5,480.58 crore, resulting in a reported capital shortfall of BDT 2,659.64 crore as at the reporting date. However, if the provision shortfall of BDT 5,594.93 crore, as stated in paragraph 1 above, were considered, the capital shortfall would have increased to BDT 5,975.52 crore." [1 p.264] The BDT 6,512.17 crore requirement in that paragraph is the Pillar-I total on the bank's Basel table (BDT 65,121.74m), and the BDT 2,659.64 crore shortfall is measured against the 12.5% requirement in note 14.6 [1 p.206] [1 p.324].

Rights issue. DSE posted on 1 June 2025 that the board recommended a rights issue at BDT 10 with 'Rights Ratio- 2:1 (1 Right Share for every 2 existing shares)', and that the board approved fresh shares to a strategic investor equal to 50% of paid-up capital, price to be negotiated [9]. The 8-Jul-2026 post prints the ratio as '1R:2' [9]. DSE posted on 8 July 2026 that BSEC had approved 775,187,949 rights shares (BDT 7,751.9m), with record date 4 August and subscription from 23 August to 20 September 2026 [9]. The stated purpose was 'To strengthen capital base of the Bank in order to comply with the Basel III capital accord, directed by Bangladesh Bank & to support the business growth' [9]. Paid-up capital at 30 September 2026 was unchanged at BDT 15,503.8m and the Q3 notes say nothing about the rights proceeds [2 p.7] [2 p.12]. No subscription result or allotment is posted in the DSE archive at 1-Nov-2026 [9]. The FY2025 authorised capital is BDT 50,000m [1 p.322].

Risk-weighted assets. On-balance-sheet credit RWA rose from BDT 394,840.8m to BDT 554,540.1m in 2025, off-balance-sheet credit RWA fell from BDT 44,873.0m to BDT 26,117.5m, market-risk RWA rose from BDT 14,332.0m to BDT 21,063.4m and operational-risk RWA fell from BDT 54,656.4m to BDT 49,496.4m [1 p.325]. The filings give no reason for the on-balance-sheet increase (searched notes 14.6-14.8 and the Pillar 3 capital pages); the managing director's letter says 'a systematic rating exercise is being conducted across all rateable loan accounts, with the dual objective of improving asset quality and optimising risk-weighted assets' [1 p.79]. Bonds and the other capital plans. The sixth subordinated bond stood at BDT 1,000.0m at Dec-2025; the 4th fell from BDT 3,280.0m to BDT 1,680.0m and the 5th from BDT 7,722.8m to BDT 7,445.9m, and the 3rd was repaid [1 p.317]. The managing director's letter says that of the BDT 800 crore programme 'BDT 100 crore has been subscribed to date'; the coupon is not printed in the pages read [1 p.79]. On the strategic-investor issue the same letter says 'Engagement with prospective investors and related feasibility assessments are actively underway; however, final execution remains subject to obtaining the requisite regulatory approvals'; no investor is named, and no filing links it to the October 2026 buy intimations [1 p.79] [9]. UCB Fintech (Upay). Its net loss after tax was BDT 486.2m in 2025 against BDT 759.1m in 2024, and its equity at Dec-2025 was BDT 619.8m after accumulated losses of BDT 4,380.2m on share capital of BDT 5,000.0m [1 p.434] [1 p.435]. The bank's related-party note shows Upay deposits with the bank, including BDT 704.5m in a trust cum settlement account, and no loan from the bank to Upay [1 p.338]. The DSE results posts attribute the consolidated EPS changes to 'improved performance across subsidiaries' (Q1 and Q2 2026) and 'lower contribution from the subsidiaries' (Q3 2026); the interims do not print each subsidiary's result [9].

Liquidity: LCR 127.5% and NSFR 156.2%, with net current assets of minus BDT 27.4bn

The chief risk officer's table reports, at 31 December 2025: CRR 4.09% (requirement 4%), SLR 20.48% (13%), ADR 83.03% (87% cap), LCR 127.50% and NSFR 156.21% (both 100%) [1 p.164]. The 5-year page prints CRR 4.07% and SLR 17.95% for the same date; both printings are shown [1 p.127]. The auditor wrote that CRR and SLR 'has been maintained adequately as at 31 December 2025' [1 p.269].

The printed credit-deposit ratio of 83.03% is on Bangladesh Bank's basis; gross loans divided by deposits on the balance sheet is 90.3% for 2025 [1 p.340] [19]. The 5-year page prints net current assets of minus BDT 27,408m for 2025 against plus BDT 18,416m for 2024 [1 p.127]. As part of its going-concern work the auditor 'reviewed the maturity mismatch between assets and liabilities which may adversely affect the Bank’s subsequent liquidity position' [1 p.269]. BDT 203.4bn of loans are shown as repayable on demand at Dec-2025, against BDT 8.4bn a year earlier [1 p.309].

The maturity note gives no reason for the move of BDT 203.4bn of loans into the 'On demand' bucket (searched note 7.1, p.309, and the accounting policies); 'Not more than three months' fell from BDT 167,775.9m to BDT 61,381.0m in the same table [1 p.309]. Borrowings rose from BDT 63,448.3m at Dec-2025 to BDT 94,128.4m at Sep-2026; the Q3 interim prints no breakdown, so the share from Bangladesh Bank and its rate at that date are not disclosed [2 p.7]. At Dec-2025 Bangladesh Bank lines were EDF BDT 15,585.9m, IPFF BDT 7,318.4m, pre-finance/refinance BDT 5,105.8m and repo BDT 12,596.0m [1 p.317].

Audit: a qualified opinion on Tk5,595 crore of provisions and on capital

The 2025 auditor's report, signed by Aziz Halim Khair Choudhury (partner Golam Fazlul Kabir FCA) on 30 April 2026, carries a qualified opinion. The opinion reads: "In our opinion, except for the effects of the matters described in the “Basis for Qualified Opinion” section of our report, the accompanying consolidated financial statements of the Group and separate financial statements of the Bank give a true and fair view of the consolidated financial position of the Group and the separate financial position of the Bank as at 31 December 2025, and of its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with Rules and Regulation issued by Bangladesh Bank and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) as explained in note 2" [1 p.264] [1 p.269]

Basis 1(i): "As at 31 December 2025, the Bank’s total loans and advances amounted to BDT 61,789.01 crore, including classified loans and advances of BDT 9,576.23 crore. The required provision against such loans and advances was BDT 7,679.42 crore, against which the Bank has maintained a provision of BDT 2,524.38 crore only, resulting in a provision shortfall of BDT 5,155.04 crore." Basis 1(ii): "As disclosed in Notes 13.6 to the financial statements, there is a provision shortfall against other assets amounting to BDT 439.89 crore, including an impairment loss of BDT 438.02 crore relating to UCB Fintech Company Limited, a subsidiary of United Commercial Bank PLC. The Bank holds 99.99% of the shares of the said Company. As at 31 December 2025, the Company has incurred cumulative losses of BDT 438.02 crore; however, the Bank has not recognized any impairment loss in its standalone (solo basis) financial statements." Then: "However, Bangladesh Bank, vide its letter no. BSD-5 (Wing-3)/104/2026-410 dated 29 April 2026, has permitted the Bank to finalize its financial statements for the year ended 31 December 2025 without adjusting the aforesaid total provision shortfall of BDT 5,594.93 crore." [1 p.264]

Basis 2(ii): "As per Section 13(2) of the Bank Company Act, 1991 (as amended in 2023), BRPD Circular No. 35 dated 29 December 2010, and BRPD Circular No. 18 dated 21 December 2014, in order to comply with Basel III requirements, the Bank is required to maintain a minimum Capital to Risk-Weighted Assets Ratio (CRAR) of 12.50% (including capital conservation buffer). However, the Bank’s reported CRAR is 8.42% as at 31 December 2025. In the absence of regulatory forbearance from Bangladesh Bank and if the provision shortfalls referred to in this audit report were considered, the Bank would have incurred an aggregate loss of BDT 3,278.88 crore, and the CRAR would have declined to 0.93% on a solo basis as at the reporting date." Basis 2(i) is quoted in the capital section [1 p.264].

Emphasis of matter (i): "As disclosed in Note 4.1 B.ii to the financial statements, the Bank has fixed deposits amounting to BDT 196.88 crore placed with various Non-Bank Financial Institutions (NBFIs), among these deposits BDT 155.48 crore have matured long ago and are considered doubtful of recovery. The required provision against these fixed deposits is BDT 155.48 crore; however, the Bank has not maintained any provision as at 31 December 2025, resulting in a provision shortfall of BDT 155.48 crore." Emphasis of matter (ii): "We draw attention to note 2 to the financial statements, where management has explained the basis of preparation of financial statements, including compliance with Rules and Regulations issued by Bangladesh Bank on classification of loans and advances, and required impairment provision. Our opinion is not modified in respect of this matter" Other matter: "In accordance with IAS 24 Related Party Disclosures, the bank is required to disclose information regarding related party relationships, transactions, and outstanding balances. The management has stated in the financial statements that there are no related party disclosures other than those presented in the accompanying notes no 49.4." [1 p.264] [1 p.265] [1 p.267]

The six key audit matters are, with the auditor's descriptions: (1) "Recognition of interest income from loans and advances": "Recognition of interest income has significant and wide influence on financial statements. Recognition and measurement of interest income has involvement of complex IT environment. We have identified recognition of interest income from loans and advances as a key audit matter because this is one of the key performance indicators of the Bank and therefore there is an inherent risk of fraud and error in recognition of interest by management to meet specific targets or expectations. At the year ended 2025, the Bank reported total gross interest income of BDT 5,918.47 Crore (2024: BDT 5,611.47 crore)." (2) "Impairment assessment of unquoted shares": "In the absence of quoted price in an active market, the fair value of unquoted shares and securities, especially any impairment is calculated using valuation techniques which may take into consideration direct or indirect unobservable market data and hence requires an elevated level of judgement and assumption. Due to high level of judgment and assumption involved in evaluating the impairment assessment of unquoted shares, we considered this to be a key audit matter." The response ends: "The impairment assessment and recognition was properly done for all shares except for the impairment loss of UCB Fintech Company Limited is a subsidiary Company of United Commercial Bank PLC." This matter refers to "para 1.iii of our basis for qualified opinion section"; the basis printed on p.264 has paragraphs 1(i), 1(ii), 2(i) and 2(ii). [1 p.265] The FY2024 report's KAM 2 carries the same reference, worded "basis for adverse opinion section" [3 p.4]; there, basis 1(iii) is the Upay paragraph [3 p.2]. In the 2025 report the Upay paragraph is 1(ii).

(3) "Valuation of treasury bills and treasury bonds": "The classification and measurement of treasury bills (T-Bills) and treasury bonds (T-Bonds) require judgment and complex estimates. In the absence of a quoted price in an active market, the fair value of T-Bills and T-Bonds is determined using complex valuation techniques which may take into consideration direct or indirect unobservable market data and complex pricing models which require an elevated level of judgment." (4) "Deferred tax assets": "As at 31 December 2025, the Bank reported net deferred tax assets of BDT 769.14 crore (December 2024: BDT 873.98 crore). Significant judgment is required in relation to measurement of deferred tax assets as their recoverability is dependent on forecasts of future profitability over a number of years." (5) "Legal and regulatory matters": "We focused on this area because the Bank and its subsidiaries (the “Group”) operates in a legal and regulatory environment that is exposed to significant litigation and similar risks arising from disputes and regulatory proceedings. Such matters are subject to many uncertainties and the outcome may be difficult to predict. These uncertainties inherently affect the amount and timing of potential outflows with respect to the provisions which have been established and other contingent liabilities. Overall, the legal provision represents the Group’s best estimation for existing legal matters that have a probable and estimable impact on the Group’s financial position." (6) "IT systems and controls": "Our audit procedures have focused on IT systems and controls due to the pervasive nature and complexity of the IT environment; the large volume of transactions processed in numerous locations daily and the reliance on automated and IT dependent manual controls. Our areas of audit focus included master data management, user access management and developer access to the production environment and changes to the IT environment. Among others, these are key to ensuring operating effectiveness of IT dependent application-based controls." [1 p.265] [1 p.266]

The auditor's responses to the key audit matters, in full [1 p.265] [1 p.266]. (1) Interest income: "We tested the design and operating effectiveness of key controls over the recognition and measurement of interest from loans and advances. We have performed test of operating effectiveness on automated control in place to measure and recognize interest income. We have also performed substantive procedure to check whether interest income is recognized completely and accurately. We have assessed the appropriateness and presentation of disclosures against relevant accounting standards and Bangladesh Bank guidelines." (2) Unquoted shares: "We assessed the process and controls put in place by the Bank to ensure all major investment decisions are undertaken through a proper due diligence process. We have tested a sample of investment valuation as at 31 December 2025 and compared our results to the recorded value. Finally, we have assessed the appropriateness and presentation of disclosures against relevant accounting standards and Bangladesh Bank guidelines. The impairment assessment and recognition was properly done for all shares except for the impairment loss of UCB Fintech Company Limited is a subsidiary Company of United Commercial Bank PLC." (3) Treasury bills and bonds: "We assessed the processes and controls put in place by the Bank to identify and confirm the existence of treasury bills and treasury bonds. We have obtained an understanding, evaluated the design and tested the operating effectiveness of the key controls over the treasury bills and treasury bonds valuation processes, including controls over market data inputs into valuation models, model governance, and valuation adjustments. We have tested a sample of the valuation models and the inputs used in those models, using a variety of techniques, including comparing inputs to available market data. Finally, we have assessed the appropriateness and presentation of disclosures against relevant accounting standards and Bangladesh Bank guidelines."

(4) Deferred tax assets: "We obtained an understanding, evaluated the design, and tested the operational effectiveness of the Bank’s key controls over the recognition and measurement of deferred tax assets and the assumptions used in estimating the Group and the Bank’s future taxable income. We have assessed the completeness and accuracy of the data used for the estimations of future taxable income. We have involved tax specialist to assess key assumptions, controls, recognition and measurement of deferred tax assets. Finally, we have assessed the appropriateness and presentation of disclosures against IAS 12: Income Taxes." (5) Legal and regulatory matters: "We obtained an understanding, evaluated the design and tested the operational effectiveness of the Group and Bank’s key controls over the legal provision and contingency processes. We enquired those charged with governance to obtain their views on the status of all significant litigation and regulatory matters. We enquired of the Group and the Bank’s internal legal counsel for all significant litigation and regulatory matters and inspected internal notes and reports. We also received formal confirmations from external counsel. We assessed the methodologies on which the provision amounts are based, recalculated the provisions, and tested the completeness and accuracy of the underlying information. We also assessed the Group and the Bank’s provisions and contingent liabilities disclosure. Bangladesh Bank, through letter no. BSD-5/(Wing-3)/104/2026-410 dated 29 April 2026, instructed the Bank to finalize the financial statements keeping provision shortfall of BDT 5,594.93 crore." (6) IT systems and controls: "We tested the design and operating effectiveness of the Group and the Bank’s IT access controls over the information systems that are critical to financial reporting. We tested IT general controls (logical access, changes management and aspects of IT operational controls). This included testing that requests for access to systems were appropriately reviewed and authorized. We tested the Group and the Bank’s periodic review of access rights. We also inspected requests of changes to systems for appropriate approval and authorization. We considered the control environment relating to various interfaces, configuration and other application layer controls identified as key to our audit. Where deficiencies were identified, we tested compensating controls or performed alternate procedures. In addition, we understood where relevant, changes were made to the IT landscape during the audit period and tested those changes that had a significant impact on financial reporting."

FY2024. ACNABIN's opinion reads: "In our opinion, except for the effects of the matters described in the “Basis for Qualified Opinion” section of our report, the accompanying consolidated financial statements of the Group and separate financial statements of the Bank give a true and fair view of the consolidated financial position of the Group and the separate financial position of the Bank as at 31 December 2024, and of its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as explained in note no. 2.1." Basis 1(i): "As on 31 December 2024 the Bank’s total loans and advances is Tk. 57,282.89 crore, which includes classified loans and advances amounting to Tk. 8,534.40 crore. Required provision for these classified loans and advances amount to Tk. 6,055.12 crore against which the bank has provided Tk. 2,705.62 crore only. Thus, an amount of Tk. 3,349.51 crore has remained short in the provision for the said classified loans and advances." Basis 1(ii): "As disclosed in note # 4.1 to the financial statements, the Bank has fixed deposits of Taka 155.48 crore in different Non-Bank Financial Institutes (NBFIs) which became matured long ago but are doubtful of recovery. The provision requirement of the said FDRs is Taka 155.48 crore, but the bank has not maintained any provision for those FDRs as at 31 December 2024, thus there is short of provision of Taka 155.48 crore." Basis 1(iii): "As disclosed in notes # 9 and 9.6 to the financial statements, the provision shortfall of other assets is Taka 391.27 crore which includes the impairment loss of UCB Fintech Company Limited, a subsidiary Company of United Commercial Bank PLC and commonly known as UPAY, for Taka 389.40 crore. The Bank holds 99.99% of the shares of the Company. As on 31 December 2024, the Company has incurred cumulative loss of Taka 389.40 crore, but the Bank has not accounted for the impairment loss in its financial statements on solo basis." [3 p.2]

Then: "However, Bangladesh Bank vide their letter # DOS(CAMS)1157/41(Dividend)/2025-3111 dated 21 May 2025 has allowed the bank to finalize its financial statements for the year ended 31 December 2024 without adjusting the total shortfall amount of Taka 3,896.26 crore as stated above." Basis 2(i): "As per section 13 (2) of the Bank Company Act 1991 (amended in 2023) and BRPD circular no.18 dated 21 December 2014 to fulfil the Basel-III requirement, the required capital as on 31 December 2024 at Tk. 6,358.78 crore against which the bank's recorded capital is Tk. 5,385.90 crore. Thus, the bank’s reported capital shortfall is Tk. 972.87 crore as on the balance sheet date. If the shortfall in provision of Tk. 3,896.26 crore as stated in para 1 above is considered, the capital shortfall of the Bank would have been Tk 3,613.06 crore." Basis 2(ii): "As per Section 13(2) of the Bank Company Act 1991 (amended in 2023), BRPD Circular No. 35 dated 29 December 2010, and BRPD Circular No. 18 dated 21 December 2014 to fulfil the Basel-III requirement, the required Capital Adequacy Ratio (CRAR) of the Bank should have been 12.5% (including buffer) of Risk Weighted Assets but the Bank’s reported CRAR is 10.59% approximately. If there were no forbearance from Bangladesh Bank and the shortfalls in provisions mentioned in this audit report were considered, as on 31 December 2024, the aggregated loss of the bank would have been Taka 2,009.42 crore and CRAR would have been 5.40% on solo basis." Other matter: "In accordance with IAS 24 Related Party Disclosures, the bank is required to disclose information regarding related party relationships, transactions, and outstanding balances. The management has stated in the financial statements that there are no related party disclosures other than those presented in the accompanying notes no 49.4." [3 p.3] [3 p.7] DSE posted the FY2024 basis and other matter on 19 June 2025 [9].

Earlier years. For FY2023 ACNABIN gave an unmodified opinion: "In our opinion, the accompanying consolidated financial statements of the Group and separate financial statements of the Bank give a true and fair view" [4 p.2]. The FY2021 accounts were audited by MABS & J Partners and signed on 30 March 2022 [6 p.193].

Governance: a five-member board formed by Bangladesh Bank order in August 2024, 10.27% held by sponsors

UCB's current board has five members. Its corporate governance checklist states that the board 'with 5 members, including 3 Independent Directors, was formed by Bangladesh Bank through Special Order on August 27, 2024', and each director's profile gives 27.08.2024 as the date of appointment [1 p.143] [1 p.36]. The directors' report adds: 'Notably, the primary regulator did not permit induction of members into the reconstituted Board of Directors following the dissolution of the previous Board' [1 p.55]. The 2024 audit committee report lists 19 former members of the board, among them Rukhmila Zaman, Anisuzzaman Chowdhury, Roxana Zaman Chaudhury, Asifuzzaman Chowdhury, Afroza Zaman and M. A. Sabur; four of the entries are marked 'Former Independent Director' [3 p.85].

The chairman, Sharif Zahir, is described as the eldest son of the late Humayun Zahir, a sponsor shareholder of UCB, and as leading Ananta Group; he holds 31,217,326 shares [1 p.36] [1 p.60]. Md. Tanvir Khan, director and chairman of the executive committee, is the eldest son of Md. Jahangir Alam Khan, 'ex Director and past Chairman of UCB PLC', and managing director of J. K. Group of Industries; he holds 31,100,000 shares [1 p.38] [1 p.60]. The independent directors are Md. Shazzad Hossoin (vice-chairman, a former executive director of Bangladesh Bank), Obaidur Rahman FCA (chairman of the audit committee, a partner at M A Fazal & Co.) and Md. Yusuf Ali (chairman of the risk management committee, a former deputy managing director of Agrani Bank and Sonali Bank) [1 p.37] [1 p.39] [1 p.40].

In 2025 the board met 23 times, the executive committee 13, the audit committee 10 and the risk management committee 4, and every member attended every meeting [1 p.55] [1 p.59]. The attendance statement lists two audit committee members (Md. Yusuf Ali and Obaidur Rahman, FCA); the checklist marks condition 5(2)(a), 'The Audit Committee shall be composed of at least 3 (three) members', as 'N/A' [1 p.59] [1 p.151]. For the nomination and remuneration committee the checklist states that its responsibilities 'have been entrusted to the Audit Committee of the Board' under BRPD Circular Letter no. 21 dated 12 May 2024 [1 p.151]. Reading pp.143-159 from the images at 120 dpi, two conditions carry a tick in the 'Not Complied' column: 2(b), 'At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company;' [1 p.150], and 7(3), 'Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders.' [1 p.158]. Condition 5(2)(d), 'When the term of service of the Committee members expires, Board shall appoint new Committee member immediately or not later than 60 (sixty) days from the date of vacancy.', is marked 'N/A' [1 p.152]. Key management: managing director and CEO Mohammad Mamdudur Rashid, CFO Faruk Ahammad FCA, company secretary Tanvir A Siddiqui ACS (appointed 14 December 2025, per DSE) and head of internal audit and compliance Mohammod Monwar Hossain [1 p.140] [9].

Ownership. At 31 December 2025 sponsors and directors held 10.27%, the government 0.81%, institutions 36.51%, foreign investors 0.51% and the general public 51.89% [1 p.61]. The listed sponsors include M. A. Sabur (33,671,008 shares) and Hajee Yunus Ahmed (33,485,771) [1 p.62]. The same report prints the government's holding as 12,555,635 shares on p.61 and p.322 and as 12,574,769 shares in the free-float table on p.62, and the number of shareholders as 40,426 on p.61 and 40,349 on p.323 [1 p.61] [1 p.62] [1 p.323]. On 28 October 2026 DSE posted that Ananta Denim Technology Ltd. (82,000,000 shares) and Z & Z Intimates Limited (30,000,000 shares), each 'a company associated with Mr. Sharif Zahir, Chairman of United Commercial Bank PLC', intended to buy 'through the public and/or block market of Dhaka Stock Exchange PLC. and/or Chittagong Stock Exchange PLC.'; together 112,000,000 shares, 7.2% of 1,550.4m shares (derived) [9] [19].

Regulatory actions on DSE. Besides the BB letter on provisions and the board formed by BB special order, DSE posted: the move to the Z category from 'A' on 3 May 2026 for failing to declare a dividend for two consecutive years, and on the same day a request to brokers and merchant bankers to stop margin loans on UCB shares under the BSEC Margin Rules 2025 [9]. ECRL's surveillance rating moved from 'AA' with a Negative outlook (posted 26 June 2025, on 2024 accounts) to 'AA-' with a Developing outlook (posted 21 June 2026, on 2025 accounts) [9]. The archive also records four reschedulings or postponements of the board meeting on the 2024 accounts between 29 April and 22 May 2025 [9].

Five years of DSE events. Arif Quadri was appointed managing director and CEO from 22 December 2021, and Mohammad Mamdudur Rashid joined as managing director on 30 September 2024 [22]. The board was reconstituted, as posted on 3 September 2024, with Sharif Zahir as chairman and Md. Shazzad Hossoin, Obaidur Rahman FCA and Md. Yusuf Ali as independent directors [22]. In 2023 and 2024 BSEC's consent for the 5% stock dividend had not arrived by the first record date; consent was posted on 21 May 2023 and 27 May 2024, and the 2023 dividend took a new record date of 3 June 2024 [22]. BSEC consented to the fifth subordinated bond (1,000 bonds of BDT 10,000,000 each, 'to strengthen the capital base') on 29 December 2022 [22]. The board decided in April 2022 to form money-services subsidiaries in Qatar and Sharjah, UAE, subject to approval, and in March 2024 to raise authorised capital from BDT 1,500 crore to BDT 2,500 crore [22]. ECRL affirmed 'AA' with a Stable outlook on 11 June 2024 (2023 accounts) [22]. Pulak Chaudhuri was appointed acting company secretary on 6 May 2025 [9]. The posts are listed in the model's DSE events sheet [19]. Rating reasons: ECRL's posts print the rating and outlook; its rationale report is not in our corpus at 3-Nov-2026; the AR prints the earlier 'AA' with validity to 6 May 2026 [9] [1 p.54].

Dividends: 10% a year to 2023, none for 2024 and 2025, and the Z category since May 2026

UCB paid a 10% dividend for each of 2020 to 2023: 5% cash and 5% stock for 2020, 2022 and 2023, and 10% stock for 2021 [1 p.126]. It declared no dividend for 2024 or 2025 [1 p.126] [9]. For 2025 the directors' report says: 'As the conditions stipulated under DOS Circular Letter No. 01 dated 13 March 2025 have not been satisfied, the Board has resolved not to propose a dividend for 2025' [1 p.55]. Paid-up capital grew from BDT 12,175m in 2020 to BDT 15,504m in 2024 through stock dividends and has not changed since [1 p.323] [2 p.7].

Two years without a dividend moved the shares from 'A' to 'Z' on 3 May 2026 under provision 1(a) of BSEC Directive No. BSEC/CMRRCD/2009-193/77 dated 20 May 2024 [9]. The 2025 EPS of BDT 0.41 (solo) compares with BDT 2.23 to 2.79 in 2020-2022 on the restated series [1 p.126].

Peers: NPL ratios of 15.50% (UCB), 19.61% (ONE Bank), 15.19% (Mercantile) and 4.12% (NCC)

The peers are banks with published AnalystBro notes that also report 2025 provision shortfalls or deficits, plus one without: ONE Bank, Mercantile Bank and NCC Bank. Each figure is on the company (solo) basis and taken from the peer's own highlights page, with its label as printed [10 p.103] [11 p.311] [12 p.362]. UCB's 'Percentage of Classified Loans against Total Loans and Advances' was 15.50%. ONE Bank's 'Percentage of Classified Loans against total loans and advances' was 19.61%, Mercantile Bank's 15.19% and NCC Bank's 4.12% [1 p.340] [10 p.103] [11 p.311] [12 p.362]. UCB's NPL ratio is 4.11pp below ONE Bank's, 0.31pp above Mercantile Bank's and 11.38pp above NCC Bank's [19].

Provision deficits on the same highlights line: UCB BDT 55,949.4m, ONE Bank BDT 39,030.4m, Mercantile Bank Tk2,139.31 crore, and NCC Bank prints '-' [1 p.340] [10 p.103] [11 p.311] [12 p.362]. The cost-of-fund labels differ: UCB 'Cost of Fund (%)' 9.47%, ONE Bank 'Cost of fund' 10.06%, Mercantile Bank 'Cost of Fund (in %)' 7.40%, and NCC Bank 'Cost of fund including administration (%)' 8.81%; the NCC Bank measure includes administration cost and is not compared in pp [1 p.340] [10 p.103] [11 p.311] [12 p.362]. Audit opinions for 2025, from each peer's checked AnalystBro note: ONE Bank unmodified with emphasis of matter, Mercantile Bank unmodified with emphasis of matter, NCC Bank unmodified; UCB qualified [13] [14] [15] [1 p.264]. No ranking is drawn.

What's next: the rights result, the FY2026 accounts in late April to May 2027, and the AGM

The items below are dated from filings and DSE posts. Inferred windows cover every printed precedent, start after 31-Oct-2026 and use DSE business days (Sunday to Thursday); Fridays and Saturdays are excluded. No figures are forecast.

Precedents. The audit report signing dates (statement dates, not board-meeting dates) were 30 March 2022 (FY2021), 25 April 2023 (FY2022), 29 April 2024 (FY2023), 29 May 2025 (FY2024) and 30 April 2026 (FY2025) [6 p.193] [5 p.9] [4 p.10] [3 p.11] [1 p.269]. The FY2024 date followed four reschedulings and postponements posted on DSE between 29 April and 22 May 2025 [9]. No board date for the FY2026 accounts is notified. AGMs were called for 9 June 2022, 26 June 2023 (40th; record dates 18 May 2023 for the cash and 31 May 2023 for the stock dividend), 30 June 2024 (41st; record dates 23 May and 3 June 2024), 31 July 2025 (announced date, DSE post 1-Jun-2025) and 11 June 2026 [6 p.399] [7 p.412] [8 p.486] [8 p.487] [9] [1 p.15]. The window ends on Thu 29-Jul-2027 because 31-Jul-2027 is a Saturday. The 11-Jun-2026 AGM date has passed and the DSE archive holds no post on its outcome.

The rights issue. The record date (4 August 2026) and the subscription period (23 August to 20 September 2026) have passed [9]. The Q3 2026 statements, approved on 28 October 2026, show paid-up capital of BDT 15,503.8m [2 p.7] [2 p.12]. No post on subscription, underwriting take-up or allotment is in the archive at 1-Nov-2026 [9].

LDC graduation. Bangladesh's LDC graduation date is 24-Nov-2029. The UN General Assembly adopted the decision on 29 October 2026 in New York (30 October in Dhaka), The Daily Star and The Business Standard reported [16] [17]. The filings do not link it to any UCB line item.

Risks: the shortfall, capital, SMA loans and deposit cost

Each risk below is stated with its evidence. 'Line it moves' is 'None disclosed' unless a filing links the risk to a line. For scale, 2025 solo pre-provision profit was BDT 11,781m and solo equity BDT 42,053.9m [19] [1 p.275].

Key questions: the rights result, the shortfall, SMA loans, net interest income and the audit

UCB at BDT 9.1 traded at 0.34x consolidated NAV per share and 0.32x solo NAV per share at 30-Sep-2026, and at 59.2x consolidated FY2025 profit of BDT 238.3m (price x 1,550.4m shares / profit, derived) [18] [2 p.12] [1 p.272]. These multiples are stated as facts.

FAQ

What is UCB's NPL ratio?

Classified loans were 15.50% of loans at 31-Dec-2025 (BDT 95.8bn), against 14.90% a year earlier and 2.55% in 2020 [1 p.127].

How large is UCB's provision shortfall?

BDT 51.6bn on loans and BDT 4.4bn on other assets, Tk5,594.93 crore in all, left out of the 2025 accounts under BB letter BSD-5 (Wing-3)/104/2026-410 of 29-Apr-2026 [1 p.320].

What is UCB's capital adequacy?

Solo CRAR 8.42% and consolidated 7.96% at Dec-2025; 12.5% is required; the auditor wrote that it would have been 0.93% solo with the shortfall recognised [1 p.206] [1 p.264].

Did UCB pay a dividend for 2025?

No. It declared none for 2024 or 2025, citing DOS Circular Letter No. 01 for 2025, and DSE moved it to the Z category on 3-May-2026 [1 p.55] [9].

What was the auditor's opinion?

Qualified for 2025 (Aziz Halim Khair Choudhury) and for 2024 (ACNABIN); unmodified for 2023 [1 p.264] [9] [4 p.2].

What is the rights issue?

775,187,949 shares at Tk10 (BDT 7.75bn), one for every two held; subscription ran 23-Aug to 20-Sep-2026 and no result is posted at 1-Nov-2026 [9].

Who is on UCB's board?

A five-member board formed by Bangladesh Bank special order on 27-Aug-2024, chaired by Sharif Zahir, with three independent directors [1 p.143] [1 p.138].

Sources

1. United Commercial Bank PLC Annual Report 2025 (audited consolidated and separate financial statements, year to 31-Dec-2025, incl. auditor's report) · link · accessed 2026-11-01
2. United Commercial Bank PLC un-audited financial statements, quarter ended 30-Sep-2026 · link · accessed 2026-11-01
3. United Commercial Bank PLC audited financial statements 2024 (ACNABIN) · link · accessed 2026-11-01
4. United Commercial Bank PLC audited financial statements 2023 (ACNABIN) · link · accessed 2026-11-01
5. United Commercial Bank PLC Annual Report 2022 (financial statements) · link · accessed 2026-11-01
6. United Commercial Bank Limited Annual Report 2021 · link · accessed 2026-11-01
7. United Commercial Bank PLC Annual Report 2022 (full report incl. notice of the 40th AGM) · link · accessed 2026-11-01
8. United Commercial Bank PLC Annual Report 2023 (full report incl. notice of the 41st AGM) · link · accessed 2026-11-01
9. Dhaka Stock Exchange news archive for UCB (old_news.php, criteria=3, posts returned 22-Apr-2025 to 29-Oct-2026) · link · accessed 2026-11-01
10. ONE Bank PLC Annual Report 2025, financial highlights (peer) · link · accessed 2026-11-01
11. Mercantile Bank PLC Annual Report 2025, Annexure-F highlights (peer) · link · accessed 2026-11-01
12. National Credit and Commerce Bank PLC Annual Report 2025, Annexure-L financial highlights of the bank (peer) · link · accessed 2026-11-01
13. AnalystBro published note: ONE Bank financial analysis (audit opinion label) · link · accessed 2026-11-01
14. AnalystBro published note: Mercantile Bank financial analysis (audit opinion label) · link · accessed 2026-11-01
15. AnalystBro published note: NCC Bank financial analysis (audit opinion label) · link · accessed 2026-11-01
16. The Daily Star, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-01
17. The Business Standard, 'Bangladesh gets 3 more years before LDC graduation' (30-Oct-2026) · link · accessed 2026-11-01
18. AnalystBro price data (TradingView feed): DSE:UCB daily and weekly bars to 29-Oct-2026 · link · accessed 2026-11-01
19. AnalystBro model for this report (workbook tabs below) · link · accessed 2026-11-01
20. United Commercial Bank PLC un-audited financial statements, quarter ended 31-Mar-2026 · link · accessed 2026-11-03
21. United Commercial Bank PLC un-audited financial statements, half year ended 30-Jun-2026 · link · accessed 2026-11-03
22. DSE news posts for UCB, 2-Nov-2021 to 21-Apr-2025 (the live old.dsebd.org archive returns posts from 22-Apr-2025 only; earlier posts from AnalystBro's stored copy of DSE posts) · link · accessed 2026-11-03
23. Bangladesh Bank, policy (repo) rate history: MPC resolutions and Monetary Policy Statements, incl. MPC-13 (cut to 9.50%, 30-Jul-2026) and MPC-14 (hold, 23-Sep-2026); pipeline/sector_data/rates/bd_policy_rate_bb_history.csv · link · accessed 2026-11-03
24. Bangladesh Bank, Banking Sector Update (Table 4, all banks; Sep-2024 to Jun-2026) and Quarterly Financial Stability Assessment Reports: system classified-loan ratio, quarter-end; pipeline/sector_data/demand/bb_system_npl_ratio.csv · link · accessed 2026-11-03
25. Bangladesh Bank, Major Economic Indicators (month-end issues to August 2026): credit to the private sector and bank deposits, y/y computed from levels; pipeline/sector_data/demand/bb_private_credit_yoy.csv, bb_bank_deposits_yoy.csv · link · accessed 2026-11-03
26. Bangladesh Bank, Scheduled Banks Statistics (Apr-Jun 2026 issue), Table-102: weighted-average lending and deposit rates, end-June; pipeline/sector_data/banks/ · link · accessed 2026-11-03
27. T-bill yield: IMF SDMX MFS_IR (Bangladesh Bank-reported) monthly, labelled fallback; latest 364-day auction cut-off from the Bangladesh Bank treasury page (read 2-Nov-2026) · link · accessed 2026-11-03