Prospectus - Abans Finance PLC (Debenture Issuance 2026)

PROSPECTUS

This Prospectus is dated 20thApril 2026

Responsibility for the Content of the Prospectus

This Prospectus has been prepared with available information.

The Directors of Abans Finance PLC ( the "Company" or the "Issuer") have seen and approved this Prospectus and collectively and individually, accept full responsibility for the accuracy and completeness of the information given and confirm that after making all reasonable inquiries and to the best of their knowledge and belief, the information contained herein is true and correct in all material respects and that there are no other material facts, the omission of which would make any statement herein misleading or inaccurate.

Where representations regarding the future performance of the Company have been given in this Prospectus, such representations have been made after due and careful enquiry of the information available to the Company and making assumptions that are considered to be reasonable at the present point in time in its best judgment.

The Company accepts responsibility for the information contained in this Prospectus. While the Company has taken reasonable care to ensure full and fair disclosure of pertinent information, it does not assume responsibility for any investment decisions made by the investors based on the information contained herein. In making such investment decisions, prospective investors are advised to read the Prospectus and rely on their own examination and assessment of the Company and the terms of the Debentures issued including the risks associated.

Registration of the Prospectus

A copy of the Prospectus has been delivered to the Registrar of Companies for registration in compliance with the provisions of Section 40 of the Companies Act No.7 of 2007. The following are the documents attached to the copy of the Prospectus delivered to the Registrar of Companies for registration pursuant to Section 40(1) of the Companies Act.

1. The written consent of the Auditors and Reporting Accountants for the inclusion of their name in the Prospectus as Auditors and Reporting Accountants to the Issue and to the Company.

2. The written consent of the Rating Agency for the inclusion of their name in the Prospectus as Rating Agency to the Issue and to the Company.

3. The written consent of the Trustee to the Issue for the inclusion of their name in the Prospectus as Trustee to the Issue.

4. The written consent of the Bankers to the Issue for the inclusion of their name in the Prospectus as Bankers to the Issue.

5. The written consent of the Company Secretary of the Company for the inclusion of the name in the Prospectus as Company Secretary to the Company.

6. The written consent of the Registrars to the Issue for the inclusion of their name in the Prospectus as Registrars to the Issue.

7. The written consent of the Lawyers to the Issue for the inclusion of their name in the Prospectus as Lawyers to the Issue.

8. The written consent of the Managers and Placement Agents to the Issue for the inclusion of their names in the Prospectus as Managers and Placement Agents to the Issue.

9. The declaration made and subscribed to, by each of the Directors of the Company herein named as a Director, jointly and severally confirming that each of them have read the provisions of the Companies Act and the CSE Listing Rules relating to the Issue of the Prospectus and that those provisions have been complied with.

The said Auditors and Reporting Accountants to the Issue and to the Company, Trustee to the Issue, Bankers to the Issue, Company Secretary, Managers and Placement Agents to the Issue, Registrars to the Issue, Lawyers to the Issue, Rating Agency have not, before the delivery of a copy of the Prospectus for registration with the Registrar of Companies in Sri Lanka withdrawn such consent.

Registration of the Prospectus in Jurisdictions Outside of Sri Lanka

This Prospectus has not been registered with any authority outside of Sri Lanka. Non-Resident investors may be affected by the laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws relevant to the country of residence and the laws of Sri Lanka, when making the investment.

Representation

The Debentures are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, salesperson, individual or any other outside party has been authorized to give any information or to make any representation in this connection with the Issue other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by the Company.

Forward Looking Statements

Any Statements included in this Prospectus that are not statements of historical fact constitute "Forward Looking Statements". These can be identified by the use of forward-looking terms such as "expect", "anticipate", "intend", "may", "plan to", "believe", "could" and similar terms or variations of such terms. However, these words are not the exclusive means of identifying Forward Looking Statements. As such, all or any statements pertaining to expected financial position, business strategy, plans and prospects of the Company are classified as Forward-Looking Statements.

Such Forward Looking Statements involve known and unknown risks, uncertainties and other factors including but not limited to regulatory changes in the sectors in which the Company operates and its ability to respond to them, the Company's ability to successfully adapt to technological changes, exposure to market risks, general economic and fiscal policies of Sri Lanka, inflationary pressures, interest rate volatilities, the performance of financial markets both globally and locally, changes in domestic and foreign laws, regulation of taxes and changes in competition in the industry and further uncertainties that may or may not be in the control of the Company.

Such factors may cause actual results, performance and achievements to materially differ from any future results, performance or achievements expressed or implied by Forward Looking Statements herein. Forward Looking Statements are also based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future.

Given the risk and uncertainties that may cause the Company's actual future results, performance or achievements to materially differ from that expected, expressed or implied by Forward Looking statements in this Prospectus, Investors are advised not to place sole reliance on such statements.

Presentation of Currency Information and Other Numerical Data

The financial statements of the Company and currency values of economic data or industry data in a local context will be expressed in Sri Lanka Rupees. References in the Prospectus to "LKR", "Rupees" or "Rs." is the lawful currency of Sri Lanka. Certain numerical figures in the Prospectus have been subject to rounding adjustments, accordingly numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. All numerical figures given under Section 7.0 of the Prospectus are audited figures unless otherwise stated.

IMPORTANT

All Applicants should indicate in the Application for Debentures, their Central Depository Systems (Private) Limited (CDS) account number.

In the event the name, address or NIC number/passport number/company number of the Applicants mentioned in the Application Form differs from the name, address or NIC number/passport number/company number as per the CDS records, the name, address or NIC number/ passport number/company number as per the CDS records will prevail and be considered as the name, address or NIC number/passport number/company number of such Applicants. Therefore, Applicants are advised to ensure that the name, address or NIC number/passport number/company number mentioned in the Application Form tally with the name, address or NIC number/passport number/company number given in the CDS account as mentioned in the Application Form.

As per the directive of the Securities and Exchange Commission made under Circular No.08/2010 dated 22ndNovember 2010 and Circular No.13/2010 issued by the CDS dated 30thNovember 2010, all Debentures are required to be directly deposited into the CDS. To facilitate compliance with this directive, all Applicants are required to indicate their CDS account number.

In line with this directive, THE DEBENTURES ALLOTTED TO AN APPLICANT WILL BE DIRECTLY DEPOSITED IN THE CDS

ACCOUNT OF SUCH APPLICANT, the details of which is indicated in their Application Form. If the CDS account number indicated in the Application Form is found to be inaccurate /incorrect or there is no CDS number indicated, the Application will be rejected, and no allotments will be made. The Company may require an Applicant to provide such documentation as is reasonably necessary to satisfy itself that the investor is an Applicant.

PLEASE NOTE THAT DEBENTURE CERTIFICATES WILL NOT BE ISSUED, HOWEVER, PLEASE NOTE THAT UPON THE ALLOTMENT OF DEBENTURES UNDER THIS ISSUE, THE ALLOTTED DEBENTURE WOULD BE CREDITED TO THE APPLICANT'S CDS ACCOUNT INDICATED IN THE APPLICATION FORM.

An Applicant who wishes to open a CDS account, may do so through a Trading Participant of the CSE as set out in Annexure III or through any Custodian Bank as set out in Annexure IV of this Prospectus.

ISSUE AT A GLANCE

TABLE OF CONTENTS

1. CORPORATE INFORMATION 1

2. RELEVANT PARTIES TO THE ISSUE 2

3. LIST OF ABBREVIATIONS 3

4. GLOSSARY OF TERMS RELATED TO THE ISSUE 4

5. PRINCIPAL FEATURES OF THE DEBENTURE 7

   1. INVITATION TO SUBSCRIBE 7

   2. SUBSCRIPTION LIST 7

   3. OBJECTIVES OF THE ISSUE AND SPECIFIC RISK RELATING TO THE OBJECTIVES 8

   4. PAYMENT OF INTEREST 10

   5. APPLICATION OF TAX ON INTEREST PAYMENTS 10

   6. REDEMPTION OF DEBENTURES 10

   7. PAYMENT METHOD 11

   8. TRUSTEE TO THE ISSUE 11

   9. RATING OF THE DEBENTURE 12

   10. RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDERS 12

   11. BENEFITS OF INVESTING IN DEBENTURES 13

   12. RISKS INVOLVED IN INVESTING IN DEBENTURES 13

   13. TRANSFER OF DEBENTURES 14

   14. LISTING 15

   15. COST OF THE ISSUE 15

   16. BROKERAGE FEE 15

   17. UNDERWRITING 15

   18. INSPECTION OF DOCUMENTS 16

   19. PROSPECTUS AND APPLICATION FORMS 16

6. PROCEDURE FOR APPLICATION 17

   1. ELIGIBLE APPLICANTS 17

   2. HOW TO APPLY 17

   3. NUMBER OF DEBENTURES TO BE SUBSCRIBED 21

   4. MODE OF PAYMENT OF THE INVESTMENT BY THE APPLICANTS 21

   5. REJECTION OF APPLICATIONS 23

   6. BANKING OF PAYMENTS 24

   7. REFUNDS 24

   8. BASIS OF ALLOTMENT OF DEBENTURES 24

   9. CDS ACCOUNTS AND SECONDARY MARKET TRADING 25

7. THE COMPANY 26

   1. OVERVIEW 26

   2. STATED CAPITAL 26

   3. MAJOR SHAREHOLDERS AS AT 31ST DECEMBER 2025 26

   4. DETAILS OF OTHER DEBT SECURITIES IN ISSUE AND DEBT SERVICING DETAILS 27

   5. PARTICULARS OF LONG-TERM LOANS AND OTHER BORROWINGS OF THE COMPANY 27

   6. CONTINGENT LIABILITIES OF THE COMPANY 28

   7. LITIGATIONS AGAINST THE COMPANY 29

   8. KEY FINANCIAL RATIOS 29

   9. TAXATION 30

   10. FINANCIAL STATEMENTS & FINANCIAL SUMMARY 30

8. BOARD OF DIRECTORS 31

   1. DETAILS OF THE DIRECTORS 31

   2. RELATED PARTY TRANSACTIONS REVIEW COMMITTEE 31

9. STATUTORY DECLARATIONS 33

   1. STATUTORY DECLARATION BY THE DIRECTORS 33

   2. STATUTORY DECLARATION BY THE MANAGERS AND PLACEMENT AGENTS TO THE ISSUE 34

10. FINANCIAL INFORMATION 35

    1. ACCOUNTANTS' REPORT AND FIVE-YEAR SUMMARY OF FINANCIAL STATEMENTS 35

ANNEXURE I - COPY OF THE RATING CERTIFICATE 42

ANNEXURE II - COLLECTION POINTS 49

ANNEXURE III - TRADING PARTICIPANTS OF CSE 50

ANNEXURE IV - CUSTODIAN BANKS 53

ANNEXURE V - FATCA DECLARATION 54

1. ‌CORPORATE INFORMATION

   Name of the Company/Issuer	Abans Finance PLC
   Legal Status	The Company is a public limited liability company incorporated in Sri Lanka on 8thApril 2005 under the Companies Act No. 17 of 1982. Re-registered on 15thJune 2009 in terms of the Companies Act No. 7 of 2007.
   Regulatory License	A Finance Company licensed by the Monetary Board of the Central Bank of Sri Lanka in terms of The Finance Business Act No. 42 of 2011. A Registered Finance Leasing Establishment under the Finance Leasing Act No. 56 of 2000. An approved Credit Agency under the Mortgage Act No. 6 of 1949 and the Trust Receipts Ordinance No. 12 of 1947.
   Company Number	PB 1015 PQ
   Place of Incorporation	Sri Lanka
   Registered Address	No. 498, Galle Road, Colombo 03.
   Company Secretary	Ratnasamy Priyadharshini 538/12 E 3/4, Sunshine Apartments, Aluth Mawatha Road, Colombo 15. Tel: +94 741 832 954
   Rating Agency	Fitch Ratings Lanka Limited No.15-04, East Tower, World Trade Centre Colombo 01 Tel: +94 11 2 541 900 / Fax: +94 11 2 541 903
   Auditors	M/s KPMG Chartered Accountants No. 32A, Sir Mohamed Macan Markar Mawatha Colombo 03 Tel: +94 11 5 426 426 / Fax: +94 11 2 445 872
   Board of Directors	Mr. K.J.C. Perera - Chairman, Independent, Non-Executive Director Mr. H.C. Embuldeniya - Non-Independent, Non-Executive Director Mr. W. B. W. M. R. A. M. T. G. Aluwihare - Independent Non-Executive Director Mr. P. T. Wanigasekara - Independent, Non-Executive Director Ms. S. C. Kulasinghe - Independent, Non-Executive Director Mr. S. D. I. De Silva - Non-Independent, Non-Executive Director Mr. Y. Kanagasabai - Independent, Non-Executive Director

2. ‌RELEVANT PARTIES TO THE ISSUE

   Managers and Placement Agents to the Issue	NDB Investment Bank Limited Level 1, NDB Capital Building, No. 135, Bauddhaloka Mawatha, Colombo 04. Tel: +94 112 300 385-90 Fax: +94 112 300 393
   Lawyers to the Issue	Nithya Partners No. 97A, Galle Road, Colombo 03. Tel: +94 114 712 625 Fax: +94 112 328 817
   Registrars to the Issue	S S P Corporate Services (Private) Limited No. 101, Inner Flower Road, Colombo 03. Tel: +94 112 573 894 Fax: +94 112 573 609
   Trustee to the Issue	National Development Bank PLC No. 40, Navam Mawatha, Colombo 02. Tel: +94 112 437 701 Fax: +94 112 341 044/ +94 112 440 262
   Company Secretary	Ratnasamy Priyadharshini 538/12 E 3/4, Sunshine Apartments, Aluth Mawatha Road, Colombo 15. Tel: +94 741 832 954
   Rating Agency to the Issue	Fitch Ratings Lanka Limited No.15-04, East Tower, World Trade Centre Colombo 01. Tel: +94 11 2 541 900 / Fax: +94 11 2 541 903
   Bankers to the Issue	National Development Bank PLC No. 40, Navam Mawatha, Colombo 02. Sri Lanka Tel: +94112 437 701 Fax: +94 112 341 044/ +94 112 440 262
   Auditors and Reporting Accountants	M/s KPMG Sir Mohomad Macan Markar Mawatha, Colombo 03. Tel : +94 115 426 426

3. ‌LIST OF ABBREVIATIONS

   AER	Annual Effective Rate
   AWPLR	Average Weighted Prime Lending Rate
   CBSL	Central Bank of Sri Lanka
   CDS	Central Depository Systems (Private) Limited
   CEFTS	Common Electronic Fund Transfer Switch
   CSE	The Colombo Stock Exchange
   FATCA	Foreign Account Tax Compliance Act
   FY	Financial Year
   IIA	Inward Investment Account
   Issuer/Company	Abans Finance PLC
   NIC	National Identity Card
   POA	Power of Attorney
   RTGS	Real Time Gross Settlement
   SEC	Securities and Exchange Commission of Sri Lanka
   SLIPS	Sri Lanka Inter Bank Payment System

4. ‌GLOSSARY OF TERMS RELATED TO THE ISSUE

   Applicant	Any person identified as an Investor, who submits an Application Form under this Prospectus.
   Application Form/Application	The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Debenture in Issue.
   Company/ Issuer	Abans Finance PLC
   Closure Date	Subject to the provisions contained below, the subscription list for the Debenture will open at 9.30 a.m. on 24thApril 2026 and will remain open for fourteen (14) Market Days including the Issue opening date until closure at 4.30 p.m. on 14thMay 2026. However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the occurrence of the following: In the event the Board of Directors of the Company decides to exercise the option to Issue further up to Five Million (5,000,000) Debentures (having subscribed the initial Issue of Ten Million (10,000,000) Debentures) but subsequently decides to close the subscription list upon part of the further Issue of Five Million (5,000,000) Debentures becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 p.m. In the event the Board of Directors of the Company decides to close the Debentures Issue without the full subscription of the initial Ten Million (10,000,000) Debentures, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 p.m. (refer Section 5.2 of this Prospectus).
   Date of Allotment	The date on which the Debentures will be allotted by the Company to Applicants subscribing thereto.
   Date of Redemption	The date on which Redemption of the Debentures will take place as referred to in Section 5.6 of this Prospectus.
   AWPLR	Means the Average Weighted Prime Lending Rate. The Average Weighted Prime Lending Rate calculation in relation to the Type B Debentures will be made as follows, the floating rate of the Debentures will be determined based on the immediately preceding Average Weighted Prime Lending Rates published on a weekly basis by the Central Bank of Sri Lanka or any other authority (in the event that the Central Bank of Sri Lanka ceases to publish the Average Weighted Prime Lending Rate) at the time of commencement of an Interest Period of Type B Debenture for such period or if not published by the Central Bank of Sri Lanka or any other authority for any reason whatsoever, the last available rates published thereby or such other suitable interest reference rate as may be appropriate and may be made available by the said authorities.

   • The maximum of Fifteen Million (15,000,000) Debentures being fully subscribed; or

   • The Board of Directors of the Company decides to close the Issue upon the initial Issue of Ten Million (10,000,000) Debentures becoming fully subscribed.

   Debentures	Listed, Rated, Senior, Unsecured, Redeemable Debentures Issue
   Debenture Holder(s)	The Holders of the Debentures in whose CDS account the Debentures are lodged as at the relevant date.
   Entitlement Date	The Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Debentures Holder would need to be recorded as being a Debentures Holder on the list of Debenture Holders provided by the CDS to the Company, in order to qualify for the payment of any interest or any Redemption proceeds.
   Interest Determination Date	Means in respect of Type B Debentures the Date of Allotment in respect of the first Interest Period and the first date of each Interest Period in respect of each subsequent Interest Period.
   Interest Payment Date(s)	For Type A Debentures: The dates on which payments of interest in respect of the Type A Debentures shall fall due, which shall be twelve (12) months from the Date of Allotment and every twelve (12) months therefrom from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. For Type B Debentures: The dates on which payments of interest in respect of the Type B Debentures shall fall due, which shall be six (06) months from the Date of Allotment and every six (06) months therefrom from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. Interest would be paid not later than three (03) Working Days from each Interest Payment Date. The final interest payment will be paid together with the Principal Sum within three (03) Working Days from the Date of Redemption.
   Interest Period	Type A Debenture: The twelve (12) month period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the date immediately preceding the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date). Type B Debentures: The six (6) month period from an Interest Payment Date and ending on the date immediately preceding the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the date immediately preceding the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).

   Issue	The offer of Debentures to Investors pursuant to this Prospectus
   Issue Price	Rupees One Hundred (LKR 100/-) per each Debenture
   Market Day	Any day on which trading takes place at the CSE.
   Working Day	A day (other than a Saturday or Sunday or any statutory holiday) on which licensed commercial banks are open for business in Sri Lanka.
   Non-Resident(s)	Foreign institutional investors including country funds, regional funds or mutual funds, corporate bodies incorporated outside Sri Lanka, citizens of foreign states whether resident in Sri Lanka or outside Sri Lanka and Sri Lankans resident outside Sri Lanka
   Borrower(s)	The entity/person who the Debenture Proceeds will be lent to
   Par Value	LKR 100/- per each Debenture
   Principal Sum	The product of the number of Debentures allotted and the Par Value
   Prospectus	This prospectus dated 20thApril 2026 issued by Abans Finance PLC
   Redemption	Repayment of the Principal Sum and unpaid and accrued interest (if any) with regard to a Debenture to a Debenture Holder by the Company
   Registered Address	When used in relation to a Debenture Holder means the address provided by the Debenture Holders to the CDS
   Trustee	National Development Bank PLC
   Trust Deed	Trust Deed executed between the Company and National Development Bank PLC on 7thApril 2026.

5. ‌PRINCIPAL FEATURES OF THE DEBENTURE

   1. ‌INVITATION TO SUBSCRIBE

      The Board of Directors of Abans Finance PLC (hereinafter referred to as the "Board") via a written resolution passed on 2ndDecember 2025 resolved to raise a sum of Sri Lanka Rupees One Billion (LKR 1,000,000,000/-) by an initial Issue of up to Ten Million (10,000,000) Debentures each with a Par Value of Sri Lanka Rupees One Hundred (LKR 100/-) and to raise a further sum of Sri Lanka Rupees Five Hundred Million (LKR 500,000,000/-) by an Issue of further Five Million (5,000,000) Debentures, in the event of an over subscription of the initial Issue.

      As such a maximum amount of Sri Lanka Rupees One Billion Five Hundred Million (LKR 1,500,000,000/-) would be raised by the Issue of a maximum of Fifteen Million (15,000,000) Debentures each with the Par Value of Sri Lanka Rupees One Hundred (LKR 100/-).

      The rights of the Debenture Holders with respect to payment of the Principal Sum and accrued interest due thereon upon a winding-up of the Company will rank after all the claims of secured creditors, and preferential claims under any Statutes governing the Company but pari passu to the claims of unsecured creditors of the Company, and shall rank in priority to and over any subordinated debt of the Company, and the rights of the shareholder/s of the Company.

      The below mentioned Debentures will be offered to the public:

      Type	Tenure	Interest Rate Basis	Issue Price per Debenture (LKR)	Description
      A	5 Years	Fixed	100	12.50% p.a. payable annually (AER 12.50%)
      B	5 Years	Floating	100	AWPLR + 2.00% payable semi-annually

      It is the intention of the Company to list the Debentures on the Colombo Stock Exchange. The CSE has given its in principle approval for the listing of the Debentures on the CSE. However, the CSE reserves the right to withdraw such approval, in the circumstances set out in Rule 2.3 of the CSE Listing Rules.

      Listed, Rated, Senior, Unsecured, Redeemable, Debentures issued under the Prospectus are not subject to an early redemption or have a "convertible option". However, Debentures shall become immediately payable at the option of the Trustee on the occurrence of an event of default as specified in Clause 10 of the Trust Deed or with the prior written approval from the Central Bank of Sri Lanka and the approval of the Debenture holders of two third (2/3) of the par value of the Debentures outstanding. This Debenture is not collateralized by any asset of the Company.

   2. ‌SUBSCRIPTION LIST

      Subject to the provisions contained below, the subscription list for the Debentures will open at 9.30 a.m. on 24thApril 2026 and will remain open for fourteen (14) Market Days including the Issue Opening Date until closure at

      4.30 p.m. on 14thMay 2026.

      However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the occurrence of the following:

      • The maximum of Fifteen Million (15,000,000) Debentures being fully subscribed; or

      • The Board of Directors of the Company decides to close the Issue upon the initial Issue of Ten Million (10,000,000) Debentures becoming fully subscribed.

      In the event the Board of Directors of the Company decides to exercise the option to Issue further up to Five Million (5,000,000) Debentures (having subscribed the initial Issue of Ten Million (10,000,000) Debentures) but subsequently decides to close the subscription list upon part of the further Issue of Five Million (5,000,000) Debentures becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 pm.

      In the event the Board of Directors of the Company decides to close the Debenture Issue without the full subscription of the initial Ten Million (10,000,000) Debentures, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30 pm.

   3. ‌OBJECTIVES OF THE ISSUE AND SPECIFIC RISK RELATING TO THE OBJECTIVES

      The primary objective of the Debenture Issue is to accelerate the expansion of the Company's lending portfolio in alignment with its future growth strategy. Particular emphasis will be placed on financing two-wheelers, three-wheelers, and four-wheelers encompassing both electric and non-electric vehicles through leasing products, as well as strengthening the Company's gold loan segment. The proceeds are expected to be utilized within 12 months from the date of allotment of the Issue. The proceeds of the Issue will be utilized for the aforementioned objective and will not be utilized to settle any outstanding borrowings of the Company.

      Any lending to/with related parties will be carried out in compliance with all applicable statutes, direction and regulations. The Company, as at the date of this Prospectus, has not recognized related parties for the lending of the proceeds of the Issue. As such, the Company will disburse the proceeds of the Issue/s in the ordinary course of business. However, in the event, funds are lent to related parties in future, such lending will be done in accordance with Section 9 of the CSE Listing Rules. Please refer to Section 8.2 for the composition of the Related Party Transactions Review Committee as at the date of Prospectus.

      The objectives of the Debenture Issue do not fall within the definition of a major transaction in terms of Section 185 of the Companies Act no 7 of 2007.

      The Company is required to obtain approval from CBSL prior to issuing a debt instrument with maturities for over one year and prior to issuing and listing Corporate Debt Securities. CBSL granted formal approval for the issuance of this Listed, Rated, Senior, Unsecured, Redeemable Debentures Issue (subject to compliance with relevant regulatory provisions), via its letter dated 17thDecember 2025.

      Specific Risks Relating to Objectives of the Debenture Issue

      The risk of undersubscription of the Debenture Issue will be greatly mitigated through appointing experienced Placement Agent to the Issue, pre-marketing and building a pipeline of potential investors. The Company also enjoys access to multiple funding sources, including borrowings from banks, financial institutions and deposits. As such the Company is able to utilize the aforementioned alternative funding sources to bridge any gaps in meeting the budgeted lending targets, in the event of an undersubscription of this Debenture Issue.

      For the financial year ended 31stMarch 2025, the Company reported audited lease disbursements of LKR 9,797 million and loan disbursements of LKR 1,272 million. The Company anticipates no material risks in deploying the proceeds within the stipulated timeline, supported by the growth in demand for loans and leases throughout FY2025 and into Q2 of FY2026. This outlook is further strengthened by recent performance, with unaudited lease disbursements of LKR 12,110 million and loan disbursements of LKR 1,351 million as at 30thSeptember 2025 and monthly average disbursements of LKR 1,625 million and LKR 341 million respectively for the period ending 31stDecember 2025. Furthermore, the Company projects total disbursements combining loans and leases to reach LKR 17,263 million (budgeted) during the year ending March 2026.

      It is expected that the Debenture proceeds will be fully allocated within a period of 12 months from the date of allotment of Debentures. In the event where the funds are not utilized immediately upon receipt of funds, the Company intends to invest these funds in cash equivalents, unit trusts, placements with banks, T-bills and T-bonds at the prevailing rates at the time of investments.

      However, in the highly unlikely event of the Company failing to lend these funds, for the aforementioned objective within the aforementioned time-frame, due to any unforeseen reason, these funds would continue to remain invested in cash equivalents, unit trust, placements with banks, T-bills and T-bonds at the prevailing rates at the time of investments, until an alternative objective is pursued. The Company undertakes that in such an unlikely scenario, it will make the necessary market announcements and disclosures (as applicable), as per the relevant CSE Listing Rules.

      The utilization of the proceeds of the Debentures Issue will be disclosed in the Annual Report and the Interim Financial Statements of the Company in the following format from the Issue Opening Date and until the objectives of the Debenture Issue are achieved.

      Debenture Issue proceeds utilization as at (dd-mm-yyyy)

      Objective	Objective	Amount	Proposed	Amount	% of	Amount	% of	Clarification
      Number	as per	allocated	Date of	allocated	Total	utilized	utilizatio	if not fully
      	Prospectus	as per	allocation	from	Proceeds	(LKR) (B)	n against	utilized
      		Prospectus	as per	proceeds			allocatio	including
      		(LKR)	Prospectus	(LKR) (A)			n (B/A)	where the
      								funds are
      								invested
      								(e.g.:
      								whether lent
      								to related
      								parties, etc.)
      1	Expansion	Initial Issue	Over a	To be disclosed in the Annual Report and the Interim Financial
      	of the	of LKR 1 Bn	period of	Statements
      	lending	and a	12 months
      	portfolio	maximum	from the
      		Issue of	Date of
      		LKR 1.5 Bn	Allotment

      In the event the funds raised through the Debenture Issue are fully utilized by the Company in terms of the objectives disclosed in the Prospectus between two financial periods, the Company to disclose such fact in the immediate succeeding Annual Report or the Interim Financial Statement, whichever is published first as per the above template.

      The Company will comply with the requirements stipulated under continuous listing rules of the CSE specifically applicable to Debentures.

   4. ‌PAYMENT OF INTEREST

      The Debenture Issue comprises of Debentures of Type A and Type B that will carry rates of interest as described below:

      Type of Interest	Tenure	Interest Rate (per annum)	Annual Effective Rate (AER)	Interest Payment Frequency
      Type A (Fixed)	5 years	12.50%	12.50%	Annually
      Type B (Floating)	5 years	AWPLR + 2.00%	N/A	Semi-annually

      The interest rate has been determined giving consideration to the instrument rating, market conditions and features of the instrument.

      In relation to Type A, interest on the Debenture accruing on a daily basis will be paid annually as applicable from the Date of Allotment until the Date of Redemption on the outstanding Principal Sum. In relation to Type B, interest on the Debenture accruing on a daily basis will be paid semi-annually as applicable from the Date of Allotment until the Date of Redemption on the outstanding Principal Sum.

      The interest due on the Debenture for a particular Interest Period will be calculated based on the actual number of days (irrespective of holidays) in such Interest Period (actual/actual) and will be paid not later than three (03) Working Days from each Interest Payment Date.

      In order to accommodate the Debenture interest cycles in the CDS System of the CSE, the payment of interest on a particular Interest Payment Date will include Debenture Holders holding Debenture in the CDS as of the Entitlement Date.

      Please refer Section 5.5 for details on taxes applicable for Debenture.

   5. ‌APPLICATION OF TAX ON INTEREST PAYMENTS

      Interest on the Debenture will be paid after deducting any taxes and charges thereon (if any) as per the applicable laws prevalent at the time of interest payment to the Debenture Holders.

   6. ‌REDEMPTION OF DEBENTURES

      Redemption of the Debentures will take place on Five (05) years from the Date of Allotment in accordance with the provisions of the Trust Deed. The Principal Sum and unpaid and accrued interest (if any) payable on the Redemption of Debentures will be paid not later than three (03) Working Days from the Date of Redemption.

      If the Date of Redemption falls on a day which is not a Market Day, then the Date of Redemption shall be the immediately succeeding Market Day and interest shall be paid for each calendar day up to the date immediately preceding such Market Day. For the avoidance of doubt it is agreed that interest shall be paid for the intervening days which are not Market Days.

      The Debentures shall not be redeemed by the Company prior to maturity for any reason whatsoever except

      1. due to the occurrence of an Event of Default as contemplated in Clause 10 of the Trust Deed. or

      2. with the prior written approval from the Central Bank of Sri Lanka and the approval of the Debenture holders of two third (2/3) of the par value of the Debenture outstanding.

         In the event of there being any delay in the redemption of the Debentures or the payment of interest thereon due to a default by the Company, the Company shall pay default interest at the Rate of Interest plus Two per centum (2%) per annum from the Date of Redemption or the Interest Payment Date as the case may be. (As per Clause 4.1 (a) (vi) of the Trust Deed)

   7. ‌PAYMENT METHOD

      Payment of principal and interest will be made after deducting taxes at source, (if applicable) in Sri Lanka Rupees to the registered Debenture Holders only as of the Entitlement Date. In the case of joint Debentures Holders, the payment of Principal Sum and interest will be made to the one whose name stands first in the register of Debenture Holders on the date of payment.

      In the event accurate bank account details are provided to the CDS by the Debenture Holders, the payment of Principal Sum and interest shall be made to Debenture Holders through an electronic fund transfer mechanism recognized by the banking system of Sri Lanka such as RTGS (arranged only at the expense of the investor) or SLIPS. RTGS transfers however shall be accommodated only for amounts over and above the maximum value of Rupees Five Million (LKR 5,000,000/-) that can be accommodated via SLIPS transfers.

      If the Debenture Holder has not provided to the CDS accurate and correct details of his/her/its/their bank account for the payment of Principal Sum and interest, such payment to the Debenture Holder will be posted to the address registered with the CDS through registered post to the Debenture Holder, by crossed cheques marked "Account Payee Only". Interest payable will be made only by cheques within three (03) Working Days from the end of each period.

      It is the responsibility of the Non-Resident and Foreign Investors to ensure that their IIA through which they invest for Debenture is recorded correctly against the records in CDS to dispatch their Debenture interest payments.

   8. ‌TRUSTEE TO THE ISSUE

      Company has entered into an agreement with National Development Bank PLC who will act as Trustee to the Issue and who is in compliance with the requirements Rule 2.2.1 (n) (ii), (iii) and (iv) of the CSE Listing Rule. Debenture Holders in their Application Forms for subscription will be required to authorize the Trustee, to act as the agent in entering into such deeds, writings and instruments with the Company and to act as the Agent and Trustee for the Debenture Holders.

      The rights and obligations of the Trustee are set out in the Trust Deed and the Debenture will be subject to the terms and conditions incorporated in the said Trust Deed.

      The fee payable to the Trustee will be Sri Lanka Rupees Thirty Thousand (LKR 30,000/-) per month excluding government taxes and levies. Trustee/its directors have no conflict of interest with the Company. Trustee to the Issue will act as the Bankers to the Issue as well.

      In the event the Trustee subscribes to the Debenture, the Company will make an immediate announcement to the market giving out information on the number of Debenture acquired by the Trustee.

   9. ‌RATING OF THE DEBENTURE

      Fitch Ratings Lanka Limited has assigned a credit rating of A-(lka) to Listed, Rated, Senior, Unsecured, Redeemable Debenture. A copy of the rating certificate is given in Annexure I of this Prospectus.

      The Company's entity rating as issued by Fitch Ratings Lanka Limited is A-(lka) as per the rating action commentary dated 31stOctober 2025.

      The Company will undertake to keep the Trustee and the CSE informed and take steps to make an immediate market announcement on any change to the credit rating of Debentures.

      On 08thMarch 2023, Fitch Ratings Lanka Limited downgraded Abans Finance PLC's National Long-Term rating from A-(lka) to BBB+(lka) with the rating remaining Rating Watch Negative (RWN) due to reasons including the weakening of the parent's (Abans PLC) ability to support, thinning of liquidity buffers and materially weak standalone profile of Abans Finance PLC. This has been disclosed through the market announcement dated 09thMarch 2023.

      Subsequently, on 14thOctober 2023, Fitch Ratings graded Abans Finance PLC as BBB+(lka) with a rating outlook Negative against the previous rating of BBB+(lka) (RWN) specifically stating the downside risks to the national rating of Abans PLC which was disclosed via the market announcement dated 16thOctober 2023.

      On 24thof January 2025, the rating of Abans Finance PLC was upgraded to A-(lka)/Stable against the previous rating of BBB+(lka)/Negative due to actions on the shareholder support-driven National Long-Term Ratings of local corporate-owned Non-Banking Financial Institutions. This has been disclosed via the market announcement dated 27thJanuary 2025.

   10. ‌RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDERS

       1. Debenture Holders are entitled to the following rights:

          • Receive the interest on the Interest Payment Dates at the interest rate set out in Section 5.4 of this Prospectus and the Principal Sum on the Date of Redemption as set out in Section 5.6 of this Prospectus.

          • Ranking equal and pari passu with unsecured creditors in the event of liquidation of the Company and above the subordinated debt holders, preference shareholders and ordinary shareholders.

          • Call and attend meetings of Debenture Holders as set out in the Trust Deed.

          • Receive a copy of the Annual Report within five (05) months from the financial year end at the same time and in the same manner as an ordinary voting shareholder would receive the same.

          • The other rights of the holders of these Debenture as set out in the Trust Deed.

       2. Debenture Holders do not have the following rights:

          • Attend and vote at meetings of holders of shares.

          • Share the profits of the Company.

          • Participate in any surplus in the event of liquidation.

          • Calling for Redemption before maturity, subject to the provisions stated in the Trust Deed.

       3. Each Debenture Holder must ensure that the information in respect of the securities account maintained with the CDS is up to date and accurate. Each Debenture Holder shall absolve the Company from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS. Provided further that the Debenture Holder shall absolve the CSE and the CDS from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS where such errors or inaccuracies or absence of changes are attributable to any act or omission of the Debenture Holders.

   11. ‌BENEFITS OF INVESTING IN DEBENTURES

       1. Provides an opportunity to diversify the investment portfolio of the Investor.

       2. Provides the Investor with a regular cash inflow in the form of interest payments.

       3. The Debenture may be used as collateral to obtain credit facilities from banks and financial institutions with the exception of the issuing Company.

       4. Being listed on the CSE, the Debentures will have a secondary market thus providing the Investor with an opportunity to exit at the market price prevailing at the time of divestiture subject to market conditions.

   12. ‌RISKS INVOLVED IN INVESTING IN DEBENTURES

       Subscribers to the Debenture could be exposed to the following risks.

       1. Interest Rate Risk

          Provided all other factors are equal, the market price of the Debenture will generally fluctuate in the opposite direction to the fluctuation in market interest rates. Thus, the interest rate risk could be identified as the reduction in the market price of Debenture resulting from a rise in interest rates. However, for Type B Debentures, the coupon rate will adjust periodically in line with market rates, thereby reducing the extent of price volatility compared to Type A Debentures.

       2. Reinvestment Risk

          Interest on the Debenture are payable annually or semi-annually. An Investor may decide to reinvest these interest payments and earn interest from that point onwards. Depending on the prevailing interest rates at the point of reinvestment, the risk of returns generated by Debenture Holders by reinvesting such interest received being higher or lower than the return offered by the Debenture is known as reinvestment risk.

       3. Duration Risk

          Duration is a measure of the price sensitivity of fixed income investments to a change in interest rates based on the time to maturity of principal and coupon payments. The higher the duration, the greater the price volatility or duration risk, while a lower duration carries a lower risk.

       4. Credit Risk

          Credit risk is also referred to as default risk. This is the risk that the issuer of a Debenture may default, i.e. the issuer will not be able to pay interest and principal payments on a timely basis. This risk is gauged in terms of ratings assigned by different rating agencies. Fitch Ratings Lanka Limited has assigned a Rating of A-(lka) to these Debenture and will be periodically reviewing the same.

       5. Liquidity Risk

          Liquidity risk is associated with the ease in which an investment can be sold after the initial placement. In order to reduce the liquidity risk of the Debentures, the Company has applied for a listing of these Debentures on the CSE and has received in-principle approval for such listing whereby Debenture Holders will be able to sell the Debentures through the CSE in order to convert the Debentures to cash and exit from the investment. Furthermore, it should be noted that the secondary debt market is not as developed as the secondary equity market in Sri Lanka.

       6. Generic Risks

          1. The ability to transfer the Debentures may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the Debentures.

             In Sri Lanka the secondary trading activity in the corporate debt market is limited. There can be no assurance that an active secondary trading market will develop. If the Debenture are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Company.

             Even if an active secondary trading market does develop, it may not be liquid and may not continue. Therefore, Investors may not be able to sell their Debenture easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. If the secondary market for the Debenture is limited, there may be few buyers for the Debentures and this may significantly reduce the relevant market price of the Debentures.

          2. Credit ratings may not reflect all risks associated with an investment in the Debentures

             A credit rating reflects a relative ranking of credit risk and does not reflect the potential impact of all risks related to the structure, market, additional factors discussed herein, and other factors that may affect the value of the Debentures.

          3. A Downgrade, suspension or withdrawal of the rating assigned by any rating agency to the Debentures could cause the liquidity or market value of the Debentures to decline

             The Debentures are currently rated A-(lka). Any downgrade, suspension, or withdrawal of this rating may negatively impact the market value and liquidity of the Debentures. If the rating falls below Investment Grade, the Debenture will be transferred to the Watch List of the CSE within five market days of the downgrade announcement, as per the CSE Listing Rule 7.12.2. The Debentures will be removed from the Watch List only once the rating is upgraded back to Investment Grade and disclosed to the market. Credit ratings are not investment recommendations and may change at any time.

          4. Changes in law, or changes in regulatory classification may affect the rights of holders as well as the market value of the Debentures

       The regulatory regime in connection to these instruments is evolving. Changes in law may include change in statutory, tax and regulatory regimes during the life of the Debentures, which may have an adverse effect on the investment in the Debentures.

   13. ‌TRANSFER OF DEBENTURES

       The Debentures will be transferable and transmittable in the manner set out in the Trust Deed, which is reproduced below;

       1. These Debentures shall be freely transferable and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance with statutory requirements.

       2. The Debentures shall be transferable and transmittable through the CDS as long as the Debentures are listed in the CSE. Subject to the provisions contained herein the Company may register without assuming any liability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC and the CDS.

       3. In the case of death of a Debenture Holder

          1. The survivor where the deceased was a joint holder; and

          2. The executors or administrators of the deceased or where the administration of the estate of the deceased is in law not compulsory the heirs of the deceased where such Debenture Holder was the sole or only surviving holder; shall be the only persons recognized by the Company as having any title to his/her Debentures.

       4. Any person becoming entitled to any Debentures in consequence of bankruptcy or winding up of any Debenture Holder, upon producing proper evidence that he/she/it sustains the character in respect of which he/she/it proposes to act or his/her title as the Board of Directors of the Company thinks sufficient may in the discretion of the Board be substituted and accordingly registered as a Debenture Holder in respect of such Debentures subject to the applicable laws, rules and regulations of the Company, CDS, CSE and SEC.

       5. No change of ownership in contravention to these conditions will be recognized by the Company

   14. ‌LISTING

       An application has been made to the CSE for permission to obtain a listing for the Debentures and the CSE has granted its approval in-principle for the same. However, the CSE reserves the right to withdraw such approval, in the circumstances set out in Rule 2.3 of the CSE Listing Rules. It is the intention of the Company to list the Debentures on the CSE upon the allotment thereof. However, the Debentures will be listed, only if compliant with the CSE Listing Rules, at the time of listing.

       The CSE however, assumes no responsibility for the correctness of the statements made or omitted statements or opinions expressed, or undisclosed information or reports included in this Prospectus. If there is any inconsistency between the contents under the Prospectus and the CSE Listing Rules, the CSE Listing Rules will prevail. Admission to the official list is not to be taken as an indication of the merits of the Company or of its Debentures.

   15. ‌COST OF THE ISSUE

       The Board of Directors estimates that the total cost of the Issue including fees to professionals, printing, advertising and other costs connected with the Issue will be approximately LKR 11.5 Million which would be approximately 0.77% of the amount raised if LKR 1.5. Billion is raised. Such costs will be financed by the internally generated funds of the Company.

   16. ‌BROKERAGE FEE

       Brokerage fee of Fifteen Cents (LKR 0.15) per Debenture shall be paid in respect of the number of Debentures allotted on Applications bearing the original seal of any bank operating in Sri Lanka or a trading participant of the CSE or any other party identified by the Company and/or Managers and Placement Agents as involved in the Issue.

   17. ‌UNDERWRITING

       This Issue is not underwritten.

       The offering is not conditional to any minimum amount to be raised through this Issue. In the event of an under subscription, the Company is confident that any short fall in the funds required to meet the objectives of the Issue can be financed through internally generated funds and other credit facilities that could be obtained by the Company, at its discretion depending on the situation.

   18. ‌INSPECTION OF DOCUMENTS

       Articles of Association, the Trust Deed, Auditors' Report and Audited Financial Statements for the five (05) financial years ended 31stMarch 2025 (i.e. the five (05) financial years immediately preceding the date of this Prospectus), Interim Financial Statements and all other documents referred to in Rule 3.3.13 (a) of the CSE Listing Rules, including material contracts and management agreements entered or in the case of contracts not reduced into writing, a memorandum giving full particulars thereof by the Company if any, would be made available for inspection by the public during normal working hours, four (04) Market Days prior to the date of opening of the subscription list at the registered office of the Company at No. 498, Galle Road, Colombo 03 until the Date of Redemption of the Debentures.

       The Prospectus, Trust Deed and the Articles of Association of the Company, will be available on the website of the CSE, https://www.cse.lk and the website of the Company, https://www.abansfinance.lk from four (04) Market Days prior to the date of opening of the subscription list until the date of maturity of the Debentures as stipulated in Rule

       3.3.13 (b) of the CSE Listing Rules.

       Audited financial statements of Abans Finance PLC made up to 31st March 2025, Interim Financials of Abans Finance PLC made up to 31st December 2025, Accountants Report and the five year summary of financial statements will be available on the website of the CSE, https://www.cse.lk and the website of the Company, https://www.abansfinance.lk.

   19. ‌PROSPECTUS AND APPLICATION FORMS

       Application Forms may be obtained free of charge from the Collection Points listed in Annexure II from at least four (04) Market Days prior to the date of opening of the Subscription List. Soft Copies of the Prospectus and the Application Forms can also be downloaded from the websites of the CSE https://www.cse.lk, the Company website https://www.abansfinance.lk and the website of the Managers and Placement Agents to the Issue, https://www.ndbib.com.

       As part of its broader sustainable initiatives, the Company aims to reduce the environmental impact of the Debenture issue by minimizing the use of printed material. Therefore, via the letter dated 30thMarch 2026 a waiver was requested from the CSE for Listing Rule 2.4 (f), which requires making physical copies of the Prospectus available. Upon careful deliberation of the said request, the CSE granted the waiver. Consequently, only digital copies of the Prospectus and the Application Form will be available to Trading Participants of the Exchange and the public.

6. ‌PROCEDURE FOR APPLICATION

   1. ‌ELIGIBLE APPLICANTS

      Applications are invited for the subscription of Debentures from the following categories of Investors.

      • Citizens of Sri Lanka who are resident in Sri Lanka and above 18 years of age; or

      • Corporate bodies and societies incorporated or established within Sri Lanka; or

      • Approved Unit Trusts licensed by the SEC; or

      • Approved Provident Funds and contributory pension schemes registered/incorporated/established in Sri Lanka. (In this case, Applications should be in the name of the Trustee/Board of Management in order to facilitate the opening of the CDS account.)

      • Foreign citizens above 18 years of age (irrespective of whether they are resident in Sri Lanka or overseas); or

      • Global, regional and country funds approved by the SEC; or

      • Non-residents: foreign institutional investors, corporate bodies incorporated or established outside Sri Lanka, citizens of foreign states whether resident in Sri Lanka or outside Sri Lanka and Sri Lankans resident outside Sri Lanka.

      Please note that Applications made by individuals less than 18 years of age or those in the names of sole proprietorships, partnerships, unincorporated trusts and non-corporate bodies will be rejected.

      "Persons resident outside Sri Lanka" will have the same meaning as in the notice published under Section 31 (3) of the Foreign Exchange Act No. 12 of 2017 in Government Gazette (Extraordinary) No. 2045/56 dated 17th November 2017.

      When permitting Non-Residents to invest in the Debenture, the Company will comply with the relevant Foreign Exchange Regulations including, the conditions stipulated in the notice under the Foreign Exchange Act with regard to the Issue and transfer of Debenture of companies incorporated in Sri Lanka to persons resident outside Sri Lanka as published in the Government Gazette (Extraordinary) No. 2045/56 dated 17thNovember 2017.

   2. ‌HOW TO APPLY

      The terms and conditions applicable to the Applicants are as follows.

      1. Applications should be made on the Application Forms, which accompany and constitute a part of this Prospectus (exact size photocopies and scanned/digitally signed copies of Application Forms will also be accepted). Care must be taken to follow the instructions given herein and in the Application Form. Applicants using photocopies are requested to inspect the Prospectus which is available for inspection at the Registered Office of the Company and also issued free of charge by the parties listed in Annexure II of this Prospectus.

         The Application Form can also be downloaded from the website of the CSE, https://www.cse.lk, the website of the Company, https://www.abansfinance.lk and the web site of the Managers and Placement Agents to the Issue, https://www.ndbib.com until the Closure Date.

         The Prospectus will be made available and can be downloaded from the website of the CSE, https://www.cse.lk, the website of the Company, https://www.abansfinance.lk until the date of redemption of the Debentures and the web site of the Managers and Placement Agents to the Issue, https://www.ndbib.com until the Closure Date.

         A waiver of Rule 2.4(f) of the CSE Listing Rules, which pertains to the printing of the Prospectus, has been requested through a letter addressed to the CSE dated 30thMarch 2026. This request was made in line with the Company's commitment to environmental sustainability in connection with this Issue. The CSE has decided to grant the waiver via the letter dated 30thMarch 2026 through the in-principle approval letter dated 20thApril 2026, allowing the Company to proceed without complying with the standard Prospectus printing requirements set out in the aforementioned rule.

         Applications which do not strictly conform to instructions and other conditions set out herein or which are incomplete or illegible may be rejected.

      2. Applicants should apply for only one type of Debentures (i.e either Debentures of Type A and Type B) under one Application Form.

      3. In the event an Applicant wishes to apply for more than one type of Debentures, separate Application Forms should be used. Once an Application Form has been submitted for a particular type of Debenture, it will not be possible for an Applicant to switch between the types of Debentures.

      4. More than one Application submitted by an Applicant will not be accepted. If more than one Application Forms are submitted from a single Applicant, those would be construed as multiple Applications and the Company reserves the right to reject such multiple Applications or suspected multiple Applications.

      5. If the ownership of the Debentures is desired in the name of one Applicant, full details should be given only under the heading SOLE/FIRST APPLICANT in the Application Form. In the case of joint Applicants, the signatures and particulars in respect of all Applicants must be given under the relevant headings in the Application Form.

      6. An Applicant of a joint Application will not be eligible to apply for the Debentures through a separate Application Form either individually or jointly. Such Applicants are also deemed to have made multiple Applications and will be rejected.

         In the case of joint Applications, the refunds (if any), interest payments and the Redemption will be remitted in favour of the first Applicant as identified in the Application Form.

         The Company shall not be bound to register more than three (03) natural persons as joint holders of Debentures (except in the case of executors, administrators or heirs of a deceased member).

         Joint Applicants should note that all parties should either be residents of Sri Lanka or Non-Residents.

      7. Applications by companies, corporate bodies, incorporated societies, approved provident funds, trust funds and approved contributory pension schemes registered/incorporated/established in Sri Lanka should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for the Debentures and should be made under their respective common seals or in any other manner as provided by their Articles of Association or such other constitutional documents of such Applicant or as per the statutes governing them. In the case of approved provident funds, trust funds and approved contributory pension schemes, the Applications should be in the name of the Trustee/board of management.

      8. All Applicants should indicate in the Application for Debentures, their CDS account number.

         In the event the name, address or NIC number/passport number/company number of the Applicant mentioned in the Application Form differ from the name, address or NIC number/passport number/company number as per the CDS records, the name, address or NIC number/company number/passport number as per the CDS records will prevail and be considered as the name, address or NIC number/passport number company number of such Applicant. Therefore, Applicants are advised to ensure that the name, address or NIC number/passport number/company number mentioned in the Application Form tally with the name, address or NIC number/passport number/ company number given in the CDS account as mentioned in the Application Form.

         In the case of joint Applicants, a joint CDS account in the name of the joint Applicants should be indicated.

         Application Forms stating third party CDS accounts, instead of Applicants' own CDS account numbers, except in

         the case of margin trading, will be rejected.

      9. Applicants who wish to apply through their margin trading accounts should submit the Application Forms in the name of the "Margin Provider / Applicant's name" signed by the margin provider, requesting a direct deposit of the Debentures to the Applicant's margin trading account in the CDS. The margin provider should indicate the relevant CDS account number relating to the margin trading account in the Application Form. A photocopy of the margin trading agreement must be submitted along with the Application.

         Margin providers can, apply under their own name and such Applications will not be construed as multiple Applications.

      10. Application Forms may be signed by a third party on behalf of the Applicant(s) provided that such person holds the Power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a Notary Public as "True Copy" should be attached with the Application Form. Original of the POA should not be attached.

      11. As per the Foreign Account Tax Compliance Act (FATCA) "US Persons" must provide the duly completed declaration as per the specimen given in Annexure V together with the Application Form. Under the provisions of FATCA, "US Persons" include;

          • U.S. Citizens (including an individual born in U.S. but resident in another country who has not renounced U.S. citizenship)

          • A lawful citizen of the U.S. (including Green card holders)

          • A person residing in the U.S.

          • A person who spends certain number of days in the U.S. each year

          • U.S. Corporations, estates and trusts

          • Any entity that has a linkage or ownership to U.S. or the U.S. territories

          • Non U.S. entities that have at least one U.S. Person as a "substantial beneficial owner"

      12. Funds for the investments in Debenture and the payment for Debentures by Non-Residents should be made only out of funds received as inward remittances or available to the credit of "Inward Investment Account" (IIA) of the Non-Residents opened and maintained in a licensed commercial bank in Sri Lanka in accordance with directions given by the Director of the Department of Foreign Exchange in that regard to licensed commercial banks.

          An endorsement by way of a letter by the licensed commercial bank in Sri Lanka in which the Applicant maintains the IIA, should be attached to the Application Form to the effect that such payment through bank draft/bank guarantee/RTGS has been made out of the funds available in the IIA.

          Applications not made in line with the instructions will be rejected.

      13. Non-Residents should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for the Debentures and may be affected by the laws of the jurisdiction of their residence. If the Non-Resident Applicants wish to apply for the Debentures, it is their responsibility to comply with the laws relevant to the jurisdiction of their residence and of Sri Lanka.

      Application Forms properly filled in accordance with the instructions thereof together with the remittance for the full amount payable on Application should be enclosed in an envelope Marked "ABANS FINANCE PLC - DEBENTURE 2026" on the top left hand corner in capital letters and dispatched by post or courier or delivered by hand to Registrars to the Issue or collection points mentioned in Annexure II of this Prospectus or sent via email to abansfindeb@ndbib.com.

      Applications sent by post or courier or delivered to any collection point set out in Annexure II of this Prospectus should reach the office of the Registrar to the Issue, S S P Corporate Services (Private) Limited, 101, Inner Flower Road, Colombo 03, at least by 4.30 p.m. on the following Market Day immediately upon the Closure Date. Applications received after the said period will be rejected even though they have been delivered to any of the said collection points prior to the Closure Date or carry a postmark dated prior to the Closure Date.

      Applications delivered by hand to the Registrars or sent via email to abansfindeb@ndbib.com should reach the Registrars before 4.30 p.m. on the Closure Date of the Issue and Applications delivered by hand to the Registrars or sent via email to abansfindeb@ndbib.com after the Closure Date of the Issue will be rejected.

      Please note that Applicant information such as full name, address, NIC number/passport number/company number and residency will be downloaded from the database of CDS, based on the CDS account number indicated in the Application Form. Such information will take precedence over information provided in the Application Form.

      Care must be taken to follow the instructions on the reverse of the Application Form.

      Applications that do not strictly conform to such instructions and additional conditions set out hereunder or which are illegible may be rejected.

      PLEASE NOTE THAT ALLOTMENT OF DEBENTURES WILL ONLY BE MADE IF THE APPLICANT HAS A VALID CDS ACCOUNT AT THE TIME OF SUBMISSION OF THE APPLICATION.

      Please note that upon the allotment of Debentures under this Issue, the allotted Debentures would be

      credited to the Applicant's CDS account so indicated.

      Hence, DEBENTURE CERTIFICATES SHALL NOT BE ISSUED.

1. 1. ‌NUMBER OF DEBENTURES TO BE SUBSCRIBED

      Applicants may invest in the Debentures of either,

      • Type A ; and/or

      • Type B

      subject to a minimum of One Hundred (100) Debentures Sri Lanka Rupees Ten Thousand (LKR 10,000/-) and in multiples of One Hundred (100) Debentures Sri Lanka Rupees Ten Thousand (LKR 10,000/-) thereafter.

   2. ‌MODE OF PAYMENT OF THE INVESTMENT BY THE APPLICANTS

      1. Payment in full for the total value of Debentures applied for should be made separately in respect of each Application either by cheque/s, bank draft/s, bank guarantee drawn upon any licensed commercial bank operating in Sri Lanka or RTGS transfer directed through any licensed commercial bank operating in Sri Lanka or an Internal Direct Transfer, as the case may be, subject to the following:

      2. Payments for Applications for values below Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-)

         Payment methods that are acceptable;

         • Bank guarantee issued by a licensed commercial bank; or

         • bank drafts/cheques drawn upon any licensed commercial bank operating in Sri Lanka only

           However multiple bank guarantees or bank drafts/cheques will not be accepted for Applications for values below Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-).

           Payment methods that are not acceptable:

           • RTGS

           • Internal Direct Transfer

      3. Payments for Applications for values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-)

         Payment methods that are acceptable;

         • Bank guarantee issued by a licensed commercial bank; or

         • Bank drafts/cheques drawn upon any licensed commercial bank operating in Sri Lanka, each of which should be for a value less than LKR 100,000,000/-; or

         • RTGS / Internal Direct transfer with value on the Issue Opening Date.

           In the case of Application values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-), multiple bank drafts/cheques drawn upon any licensed commercial bank operating in Sri Lanka each of which should be for a value less than Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-) will be accepted.

           For all the Applications Cash and SLIPS/CEFTS transfers will NOT be accepted as a mode of payment to ensure the accuracy of the application submission process, bank reconciliation process and timely allocation of Debentures within the given timelines.

      4. Cheques or bank drafts should be made payable to "ABANS FINANCE PLC - DEBENTURE 2026" and crossed

         "Account Payee Only" and must be honoured on the first presentation.

      5. In case of bank guarantees, such bank guarantees should be issued by any licensed commercial bank in Sri Lanka in favour of "ABANS FINANCE PLC - DEBENTURE 2026" in a manner acceptable to the Company and be valid for a minimum of one (01) month from the Issue Opening Date 24thApril 2026.

         Applicants are advised to ensure that sufficient funds are available in order to honour the bank guarantees, inclusive of charges when called upon to do so by the Registrars to the Issue. It is advisable that the Applicants discuss with their respective bankers the matters with regard to the issuance of bank guarantees and all charges involved. All expenses with regard to such bank guarantees should be borne by the Applicants.

      6. In case of RTGS and Internal Direct Transfers (only for application values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-), the transfers should be made to the credit of the following bank account with value on the Issue Opening Date (i.e. the funds to be made available to the above account on the Issue Opening Date).

         Account Name ABANS FINANCE PLC - DEBENTURE 2026

         Account Number 111000352035

         Bank National Development Bank PLC

         Branch Nawam Mawatha

         The Applicant should obtain a confirmation from the Applicant's bank to the effect that arrangements have been made to transfer payment in full for the total value of Debenture applied for to the credit of the above bank account and should be attached with the Application Form.

         It is mandatory to provide the CDS Account Number as the transaction reference for RTGS transfers.

         For RTGS transfers/ Internal Direct transfers above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-), the Applicants are entitled to an interest at the rate of two decimal five zero per centum (2.50%) per annum from the date of such transfers up to the Date of Allotment. However, no interest will be paid if the RTGS transfers/ Internal Direct transfers are not realized before the end of the Closure Date. Furthermore, even if such RTGS transfers/ Internal Direct transfers are effected prior to the Issue Opening Date, no interest will be paid for the period prior to the Issue Opening Date.

      7. Payment for the Debentures by Non-Residents should be made only out of funds received as inward remittances or available to the credit of "Inward Investment Account" (IIA) maintained with any licensed commercial bank in Sri Lanka in accordance with directions given by the Director Department of Foreign Exchange in that regard to licensed commercial banks.

         An endorsement by way of a letter by the licensed commercial bank in Sri Lanka in which the Applicant maintains the IIA, should be attached to the Application Form to the effect that such payment through bank draft/bank guarantee/RTGS has been made out of the funds available in the IIA.

      8. In the event that cheques are not realized within one (01) Market Day of deposit, the monies will be refunded and no allotment of Debentures will be made. Cheques must be honoured on first presentation for the Application to be valid.

      9. The amount payable should be calculated by multiplying the number of Debentures applied for by the Par Value Sri Lanka Rupees One Hundred (LKR 100/-). If there is a discrepancy in the amount payable and the amount specified in the cheque/bank draft or bank guarantee or transferred via RTGS/ Internal Direct Transfer, the Application will be rejected.

      10. All cheques/bank drafts received in respect of the Applications for Debenture will be banked commencing from the Working Day immediately following the Closure Date. Furthermore, Bank guarantees received in respect of Applications will be called on the Date of Allotment.

   3. ‌REJECTION OF APPLICATIONS

      Application Forms and the accompanying cheques/bank drafts/bank guarantees RTGS/Internal Direct Transfer, which are illegible or incomplete in any way and/or not in accordance with the terms, conditions and instructions, set out in this Prospectus and in the Application Form will be rejected at the sole discretion of the Company.

      Applications from individuals and Sri Lankans residing outside Sri Lanka who are under the age of eighteen (18) years or in the names of sole proprietorships, partnerships and unincorporated trusts will also be rejected.

      Any Application Form, which does not state a valid CDS account number, will be rejected.

      Any Applicant who has applied for Debentures Type A and Type B, in a single Application Form will be rejected.

      More than one Application Form submitted by an Applicant will not be accepted. If more than one Application Form is submitted by a single Applicant, those would be considered as multiple Applications and the Company reserves the right to reject such multiple Applications or suspected multiple Applications.

      Any Application Form with more than three (03) natural persons as joint Applicants for any type of Debentures will be rejected.

      Applications delivered by hand or to the Registrars to the Issue or sent via email to abansfindeb@ndbib.com after

      the 'Closure Date' will be rejected. Applications received at the Registrar's office by post or courier after 4.30

      p.m. on the Market Day immediately following the Closure Date, will also be rejected even if they carry a post mark dated prior to the Closure Date.

      Applications delivered to any place mentioned in Annexure II should also reach the office of the Registrars to the Issue at least by 4.30 p.m. on the Market Day immediately following the Closure Date. Applications received after the said duration will be rejected even though they have been delivered to any of the said collection points prior to the Closure Date.

      In the event that cheques are not realized within one (01) Market Day of deposit and realized after such date, the monies will be refunded and no allotment of Debentures will be made. Cheques must be honoured on first presentation for the Application to be valid. In the event cheques are dishonoured/returned on first presentation, such Applications will be rejected.

   4. ‌BANKING OF PAYMENTS

      All cheques or bank drafts received in respect of Applications will not be banked until the Working Day immediately after the Closure Date as set out in Section 5.2 of this Prospectus, in terms of the CSE Listing Rules. Furthermore, Bank guarantees received in respect of Applications will be called on the Date of Allotment.

   5. ‌REFUNDS

      Monies will be refunded where;

      • an Application is rejected for reasons given in Section 6.5 of this Prospectus; or

      • the Application is accepted only in part.

      The Applicants may indicate the preferred mode of refund payments in the Application Form (i.e. direct transfer via SLIPS/RTGS or cheque).

      If the Applicant has provided accurate and complete details of his/her/its bank account in the Application, the Bankers to the Issue will make refund payments up to and inclusive of Rupees Five Million (LKR 5,000,000/-) to the bank account specified by the Applicant, through SLIPS and a payment will be sent through RTGS in the event of refunds over Rupees Five Million (LKR 5,000,000/-).

      If the Applicant has provided accurate and correct details of his/her bank account refunds will be made via SLIPS

      /RTGS or if the Applicant has not provided accurate and correct details of his/her bank account in the Application Form, the Company will make such refund payments to the Applicant by way of a cheque and sent by post at the risk of the Applicant.

      In the case of joint Applications, the cheques will be drawn in favour of the Applicant's name appearing first in

      the Application Form.

      It is the responsibility of Non-Residents/Foreign Investors to ensure that their IIA details are accurately provided on the Application Form to forward the refund to IIA through which the Application was made.

      Applicants can obtain details on bank and branch codes required for providing instructions on SLIPS/RTGS transfers at the following website;

      https://www.lankapay.net/downloads/bank-branch-directory/

      Refunds on Applications rejected or partly allotted Debentures would be made within eight (08) Market Days excluding the Closure Date. Applicants would be entitled to receive interest at the rate of the last quoted Average Weighted Prime Lending Rate (AWPLR) published in the immediately preceding week by the Central Bank of Sri Lanka or any other authority (in the event that the Central Bank of Sri Lanka ceases to publish the AWPLR) plus five per centum (5.00%) for the delayed period on any refunds not made within this period.

   6. ‌BASIS OF ALLOTMENT OF DEBENTURES

      In the event of an over subscription, the Board of Directors of the Company has appointed authorised personnel to decide the basis of allotment in a fair and equitable manner as soon as practicable so as to ensure compliance with the CSE Listing Rules. Upon the allotments being decided, an announcement will be made to the CSE, within seven (07) Market Days from the Closure Date. A written confirmation informing successful Applicants of the

      allotment of Debentures will be dispatched within ten (10) Market Days from the Closure Date as required by the CSE.

      The authorised personnel appointed by the Board shall reserve the right to allocate up to a maximum of 75% of the number of Debentures to be allotted under this Issue to institutional and or identified investor/s of strategic importance with whom the Company might have mutually beneficial relationships in the future.

      Number of Debenture to be allotted to identified institutional investor/s of strategic and operational importance, on a preferential basis or otherwise will not exceed 75% of the total number of Debenture to be issued under this Prospectus under any circumstances, unless there is an under subscription from the other investors (investors that do not fall under preferential category).

      The Company reserves the right to reject any Application or to accept any Application in part only, without assigning any reason therefore.

   7. ‌CDS ACCOUNTS AND SECONDARY MARKET TRADING

      Debentures allotted will be directly deposited to the respective CDS accounts given in the Application Forms before the expiry of twelve (12) Market Days, from the Closure Date. A written confirmation of the credit will be sent to the Applicants within two (02) Market Days of crediting the CDS account, by ordinary post to the address provided by each Applicant.

      The Company will submit to the CSE a 'Declaration' on direct upload to CDS on the Market Day immediately

      following the day on which the Applicants' CDS accounts are credited with the Debentures.

      Trading of Debentures on the secondary market will commence on or before the third (3rd) Market Day from the receipt of the Declaration by the CSE as per the CSE Listing Rules.

2. ‌THE COMPANY

   1. ‌OVERVIEW

      Abans Finance PLC is a reputed non-banking financial institution in Sri Lanka, strengthened by the synergetic support of the Abans Group. Incorporated on 8thApril 2005 and re-registered under the Companies Act No. 7 of 2007, the Company was listed on the Colombo Stock Exchange in 2011. It operates under the regulatory oversight of the Central Bank of Sri Lanka and the CSE and holds a Fitch Rating of A- (lka) with a Stable Outlook.

      Abans Finance PLC locally acclaimed non-banking financial institution in Sri Lanka has become a people-oriented non-banking financial service provider with the group synergetic affiliation of Abans group.

      Abans Finance PLC's branch network plays a pivotal role in value creation, spreading across the country. it consists of nineteen branches extended its visibility through the backing of its parent company Abans PLC's network of 400 outlets.

   2. ‌STATED CAPITAL

      The Stated Capital of the Company represents ordinary shares as given below.

      Stated Capital	As at 31stMarch 2024	As at 31stMarch 2025	As at 31stDecember 2025*
      Balance (LKR)	1,321,097,699	1,321,097,699	1,321,097,699
      Number of Shares	73,693,171	73,693,171	73,693,171

      * Unaudited

   3. ‌MAJOR SHAREHOLDERS AS AT 31STDECEMBER 2025

      Twenty (20) voting ordinary shareholders of the Company as at 31stDecember 2025 are given below:

      NO	NAME	NO. OF SHARES	%
      1	ABANS PLC	37,010,472	50.22%
      2	IRONWOOD INVESTMENT HOLDING PVT LTD	30,740,406	41.71%
      3	LOGIRITE (PRIVATE) LIMITED	983,142	1.33%
      4	ABLE INVESTMENTS (PRIVATE) LIMITED	892,818	1.21%
      5	MISS. A.H. MATHEW	626,349	0.85%
      6	MR. M.M. ROCHE	626,348	0.85%
      7	MR. K. KUNENTHIRAN	516,832	0.70%

      NO	NAME	NO. OF SHARES	%
      8	MR R. PESTONJEE	220,660	0.30%
      9	MRS. S. DUBASH	213,039	0.29%
      10	AB SECURITAS (PRIVATE) LIMITED	159,428	0.22%
      11	CLEANTECH PVT LTD	159,428	0.22%
      12	MES A B COLD STORAGE (PVT) LIMITED	132,857	0.18%
      13	MR. S. VASUDEVAN	112,000	0.15%
      14	MRS. A. PESTONJEE	80,000	0.11%
      15	MRS. H.I. SALGADO (DECEASED)	66,600	0.09%
      16	MR. G.C. GOONETILLEKE	48,105	0.07%
      17	PMF FINANCE PLC/M.A.I.D.A.MORAGODAARACHCHI	46,971	0.06%
      18	MR. A.R. MOHAMED AROOS	43,100	0.06%
      19	DR. K. POOLOGASUNDRAM	36,000	0.05%
      20	SAMPATH BANK PLC/MR. ABISHEK SITHAMPALAM	31,882	0.04%
      		72,746,437	98.72%
      	BALANCE HELD BY OTHER SHAREHOLDERS	946,734	1.28%
      	TOTAL NUMBER OF ORDINARY SHARES IN ISSUE	73,693,171	100.00%

   4. ‌DETAILS OF OTHER DEBT SECURITIES IN ISSUE AND DEBT SERVICING DETAILS

      The Company doesn't have any outstanding debt securities as at Date of the Prospectus and the Company does not have any debt servicing details for the past five financial years.

   5. ‌PARTICULARS OF LONG-TERM LOANS AND OTHER BORROWINGS OF THE COMPANY

      As at 31stMarch 2024, 31stMarch 2025, and 31stDecember 2025 the outstanding balances of long-term loans and other borrowings of the Company are given in the table below;

      	LKR
      Balance as at 31stMarch 2024	663,297,903

      	LKR
      Balance as at 31stMarch 2025	155,026,547
      New borrowings / (settlements)	2,619,614,141
      Balance as at 31stDecember 2025*	2,774,640,688

      *Unaudited

      Borrowings of the Company as at 31stMarch 2024, 31stMarch 2025, and 31stDecember 2025 comprise of the following;

      	As at 31stMarch 2024 LKR	As at 31stMarch 2025 LKR	As at 31stDecember 2025* LKR
      Due to Banks
      Bank Borrowings	615,027,140	150,362,272	2,399,000,379
      Bank Overdrafts	48,270,764	4,664,275	375,640,309
      Total	663,297,904	155,026,547	2,774,640,688

      *Unaudited

   6. ‌CONTINGENT LIABILITIES OF THE COMPANY

      In the ordinary course of business, the Company enters into various commitments and assumes certain contingent liabilities, all of which carry legal recourse to its customers. These transactions are not expected to result in any material loss, nor are they anticipated to have a significant impact on the company's current or future profitability. Except for the matters noted above, there are no material commitments or contingencies as of 31stDecember 2025.

      However, the following tax assessments have been issued against the Company, and the Company has appealed against them.

      Tax Type	Period	Assessment value (LKR)		Total Tax Liability (LKR)
      		Tax default	Penalty & Interest
      FS VAT	21/22	9,545,285	5,964,257	15,509,542
      FS VAT	20/21	66,438	26,731,784	26,798,222
      FS VAT	19/20	1,413,741	2,996,911	4,410,652
      FS VAT	18/19	2,061,485	2,264,605	4,326,091
      FS VAT	22/23	22,399,702	11,199,851	33,599,553
      CIT	22/23	39,528,379	30,417,631	69,946,011
      CIT	21/22	63,500,946	26,670,818	90,171,764
      APIT	21/22	35,869	25,825	61,694
      SSCL	2240 (2022 4th Quarter)	250,763	30,860	281,622
      SSCL	2310 (2023 1st Quarter)	3,364,051	166,621	3,530,672
      Tax In Default	20212/2013	2,906,873	6,086,702	8,993,575
      CIT	18/19	-	13,826,202	13,826,202

   7. ‌LITIGATIONS AGAINST THE COMPANY

      As of 31stDecember 2025, the Company is involved in legal cases related to the normal course of operations, with an outstanding value of Rs. 315,725,989. The carrying value of these cases is zero, as the company has already made full impairment provisions. Accordingly, there will be no incremental impact on operating results even if these cases are concluded adversely in the future, since the claimants have sought possession of certain land and machinery. Other than above legal proceedings, the company is not involved in any litigation or arbitration. Furthermore, the company is not aware of any pending or threatened proceedings which, if determined adversely, would materially affect its financial position or profitability. The company has also not been a party to any such proceedings in the recent past.

   8. ‌KEY FINANCIAL RATIOS

Capital Adequacy Ratio (CAR)

*Unaudited

Interest Cover and Debt to Equity Ratio

*Unaudited

** Debt/ Equity Ratio = Borrowings of the Company including customer deposits

Shareholder funds

*** Interest Cover Ratio = Profit before tax + Interest expense

Interest expense