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“Investment in capital market involves certain degree করুন"

of risks. The investors are required to read the prospectus
and risk factors carefully, assess their own financial conditions and risk taking ability before making their
investment decisions.”

Issue Date of Prospectus: October 03, 2019

Public Offering of 19,791,666 ordinary shares, of these ordinary shares 60% i.e. 11,875,000 ordinary
shares are reserved for Eligible Investor (EI) which includes 50% i.e. 9,895,833 ordinary shares for EI
excluding Mutual Funds and CIS and 10% i.e. 1,979,167 ordinary shares for Mutual Funds and CIS at a
cut-off price of BDT 30 and remaining 40% i.e. 7,916,666 ordinary shares at a discounted price of BDT 27
per share for General Public including NRB total approximately BDT 570,000,000.

Opening and closing date of subscription:

Opening date of Subscription: November 04, 2019

Closing date of Subscription: November 11, 2019

PROSPECTUS
Of

f
ADN Telecom Limited
MANAGER TO THE ISSUE

ICB Capital Management Limited

CREDIT RATING STATUS

Credit Rating Status Long Term Short Term
Entity Rating A+ ST-2
Validity of Rating November 13, 2019
Date of Rating September 13, 2018
Outlook Stable
Rated By Emerging Credit Rating Limited

1
(a) Preliminary Information and Declarations:

i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact
persons of the issuer, issue manager(s), underwriter(s), auditors, credit rating company and valuer,
where applicable;

Telephone, Fax Number, email &

Issuer Company Contact person
web address
Md. Enayet Hossain, FCMA, CGMA, ACA Tel: +8802 9841234, Ext.:124, 113
ADN Telecom Limited Chief Financial Officer IP Phone: +8809610008888
Red Crescent Concord Tower (19th Floor) Fax: +880 2 9887551
17, Mohakhali Commercial Area, Dhaka – 1212. Md. Monir Hossain, FCS Email: info@adnsl.net
Company Secretary Website: www.adnsl.net

Telephone, Fax Number, email &

Manager to the Issue Contact person
web address
Tel: +8802 8300555, +8802 8300367
ICB Capital Management Ltd.
Md. Sohel Rahman Fax: +880 2 8300396
Green City Edge (5th & 6th Floor)
Chief Executive Officer (Additional Charge) E-mail: ceo@icml.com.bd
89 Kakrail, Dhaka-1000.
Web: www.icml.com.bd

Telephone, Fax Number, email &

Underwriter Contact person
web address
Tel: +8802 8300555, +8802 8300367
ICB Capital Management Ltd.
Md. Sohel Rahman Fax: +880 2 8300396
Green City Edge (5th & 6th Floor)
Chief Executive Officer (Additional Charge) E-mail :ceo@icml.com.bd
89 Kakrail, Dhaka-1000.
Web: www.icml.com.bd

Telephone, Fax Number, email &

Auditor Contact person
web address
Syful Shamsul Alam & Co.
Chartered Accountants Tel: +880 2 9555915 Ext.:119
Paramount Heights (Level 6) Md. Rafiqul Islam, FCA Fax: +8802 9560332
Partner Email: ssac@ssacbd.com
65/2/1Box Culvert Road, Purana Paltan
www.ssacbd.com
Dhaka – 1000.

Telephone, Fax Number, email &

Credit Rating Company Contact person
web address
Emerging Credit Rating Limited Tel: +880 2 9860911 Ext.:112
Arifur Rahman, FCCA Fax: +880 2 986 0828
Shams Rangs, House 104, Park Road
CRO Email: info@emergingrating.com
Level-A1, A2 & A5, Baridhara, Dhaka-1212. Web: www.emergingrating.com

ii) “A person interested to get a Prospectus may obtain from the issuer and the issue manager."

iii) “If you have any query about this document, you may consult the issuer, issue manager and underwriter.”

2
IV) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE
ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE
BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY
UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE
FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS
SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH
REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER,
MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S
CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY."

V) Risks in relation to the First Issue:

"This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face
value of the securities is Tk. 10.00 (ten) and the issue price is Tk. 30.00 i.e. ‘3 times for Eligible Investor including
Mutual Funds and CIS’ and Tk. 27.00 i.e. ‘2.70 times for General Public” of the face value. The issue price has been
determined and justified by the issuer and the issue manager or bidding by the eligible investors as stated under the
paragraph on “Justification of Issue Price” should not be taken to be indicative of the market price of the securities
after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after
listing.”

VI) General Risk:

"Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they
can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before
taking an investment decision in this offer. For taking an investment decision, investors must rely on their own
examination of the issuer and the offer including the risks involved. The securities have not been recommended by
the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of
this document. Specific attention of investors is invited to the statement of ‘risk factors’ given on page number(s) 183-
193."

VII) ADN Telecom Limited's Absolute Responsibility:

"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this red-herring
prospectus or prospectus or information memorandum contains all material information with regard to the issuer and
the issue, that the information contained in the red-herring prospectus or prospectus or information memorandum are
true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which make this document as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material
respect."

3
(b) Availability of Prospectus:
(i) Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses and names of
contact persons of the institutions where the prospectus and abridged version of prospectus are available in
hard and soft forms;
The Prospectus of ADN Telecom Limited are available in hard and soft forms at the following addresses:
Telephone, Fax Number, email & web
Issuer Company Contact person
address
ADN Telecom Limited Md. Enayet Hossain, FCMA, CGMA, ACA Tel: +8802 9841234 Ext.:124, 113
Registered Office: Chief Financial Officer IP Phone: +8809610008888
Red Crescent Concord Tower (19th Floor) Fax: +880 2 9887551
17 Mohakhali Commercial Area Md. Monir Hossain, FCS Email: info@adnsl.net
Dhaka – 1212. Company Secretary Website: www.adnsl.net

Telephone, Fax Number, email & web

Manager to the Issue Contact person
address
Tel: +880 2 8300555, +880 2 8300367
ICB Capital Management Ltd. Md. Sohel Rahman
Fax: +880 2 8300396
Green City Edge (5th & 6th Floor) Chief Executive Officer
E-mail :ceo@icml.com.bd
89 Kakrail, Dhaka-1000. (Additional Charge)
Web: www.icml.com.bd

Telephone, Fax Number, email & web

Registrar to the Issue Contact person
address
Tel: +88 02 47120445, +88 02 47120446
Roots Investment Limited Ext.:109
Mohammad Sarwar Hossain
Jiban Bima Tower (12th Floor) 10, Dilkusha Fax: : +88 02 47120447
Managing Director(Acting)
C/A ,Dhaka – 1000. E-mail: info@rootsinvestment.com
Web: www.rootsinvestment.com

Telephone, Fax Number, email & web

Underwriter Contact person
address
Tel: +880 2 8300555, +880 2 8300367
ICB Capital Management Ltd. Md. Sohel Rahman
Fax: +880 2 8300396
Green City Edge (5th & 6th Floor) Chief Executive Officer
E-mail :ceo@icml.com.bd
89 Kakrail, Dhaka-1000. (Additional Charge)
Web: www.icml.com.bd

Telephone, Fax Number, email & web

Stock Exchanges Available at
address
Tel: 9564601,9576210-18
Dhaka Stock Exchange Limitedd
DSE Library Fax: 9564727, 9569755
9/F Motijheel C/A, Dhaka 1000
Website: www. dsebd.org
Tel: 031 -720871 -3
Chittagong Stock Exchange Limited 031 -714632-3
CSE Building, 1080, Sheikh Mujib Road CSE Library
Agrabad, Chittagong 4100 Fax: 031 -714101
Website: www.cse.com.bd

Prospectus is also available on the websites of ADN Telecom Limited (www.adnsl.net), ICB Capital Management Limited
(www.icml.com.bd), BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com) and Public Reference
room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

(ii) Names and dates of the newspapers where abridged version of prospectus was published:

Sl. No. Name of the News paper Date of Publication

1 The Daily Star October 03, 2019
2 The Financial Express October 03, 2019
3 Samakal October 03, 2019
4 Share Biz October 03, 2019

4
(iii) Definitions and Acronyms or Elaborations:

Term Elaboration
ADNTel ADN Telecom Limited
Allotment Allotment of shares
AGM Annual General Meeting
AVR Automatic Voltage Regulator
BB Bangladesh Bank
BTRC Bangladesh Telecommunication Regulatory Commission
BSEC Bangladesh Securities and Exchange Commission
BAS Bangladesh Accounting Standards
BO A/C Beneficiary Owner's Account or Depository Account
BDT Bangladeshi Taka
BFRS Bangladesh Financial Reporting Standards
B2B Business to Business
B2C Business to Customer
BMRE Balancing, Modernization, Rehabilitation and Expansion
Bandwidth Rate of data transfer
CSE Chittagong Stock Exchange Limited
CDBL Central Depository Bangladesh Limited
CIB Credit Information Bureau
Commission Bangladesh Securities and Exchange Commission
CLP Co-located POP
Cut-off Price The lowest price offered by the bidders at which the total issue could be exhausted
CWDM Coarse Wavelength Division Multiplexing
Co-location Co-location is the act of placing multiple (sometimes related) entities within a single
location
CISCO An American multinational technology conglomerate develops, manufactures and sells
networking hardware, telecommunications equipment and other high-technology
services and products
CPE Customer Premises Equipment
DAP District Aggregation POP
DRS Disaster Recovery Site/ System
DSE Dhaka Stock Exchange Limited
DWDM Dense Wavelength Division Multiplexing
DCCI Dhaka Chamber of Commerce & Industry
DESCO Dhaka Electric Supply Company
DCR Duplicate Carbon Rashid
EFT Electronic Fund Transfer
EPS Earnings Per Share
ERP Enterprise Resource Planning
E1 is a format of digital transmission. E1 carries signals at 2 Mbps (32 channels at
E1
64Kbps, with 2 channels reserved for signaling and controlling)
FI Financial Institution
FC Account Foreign Currency Account
FY Financial Year
FDR Fixed Deposit Receipt
GSM Global System for Mobile Communications
GBP Great Britain Pound
GOB The Government of People's Republic of Bangladesh
Gbps Gigabits Per Second
GEPON Gigabit Ethernet Passive Optic Network

5
IP Internet Protocol
IT Information Technology
IPO Initial Public Offering
IIDFC Industrial and Infrastructure Development Finance Company
Issue Manager ICB Capital Management Limited
Issuer ADN Telecom Limited
ICML ICB Capital Management Limited
ICP Infra Connecting POP
ITC International Terrestrial Cable
IIG International Internet Gateway
ICX Inter Connection Exchange
IGW International Gateway
IPLC International Private Leased Circuit
IPTSP IP (Internet Protocol) Telephony Service Provider
ISP Internet Service Provider
IoT Internet of Things
IP-VPN IP Virtual Private Network
Indoor Unit is a telecommunication device that is used in Internet service to receive and decode
IDU
transmission
KVA Kilo-volt-ampere. KVA is a unit of apparent power
L/C Letter of Credit
LATR Loan Against Trust Receipt
MOU Memorandum of Understanding
MPLS Multi Protocol Level Switching
MNC Multinational Company
Mbps Megabits Per Second
A multiplexer (MUX) is a device that selects one of several analog or digital input signals and
MUX
forwards the selected input into a single line.
NAV Net Asset Value per share
NBR National Board of Revenue
NBFI Non-Banking Financial Institutions
NRB Non-Resident Bangladeshi
NTTN Nationwide Telecommunication Transmission Networks
NOC Network Operations Center
NIX National Internet Exchange
Offering Price Price of the Securities of ADN Telecom Limited
Omni Channel Multi Channel retailing
OSS-BSS Operation Support System- Business Support System
ODF Optical Distribution Frame
OEM Original Equipment Manufacturer
POP Point Of Presence
PE Price to Earnings
PE Ratio Price-Earnings Ratio
P/BV Price to Book Value
RAH Regional Aggregation Hub
R&D Research and Development
Router Router is a networking device that forwards data packets between computer networks.
Radio Base Base Station
SND Account Short Notice Deposit Account
Sponsors The subscriber to Memorandum and Articles of ADN Telecom Limited
STD A/C Short Term Deposit Account
Subscription Application Money for IPO of ADN Telecom Limited
SEA-ME-WE-4 South East Asia Middle East Western Europe 4
SEA- ME-WE-5 South East Asia Middle East Western Europe 5

6
SDH Synchronous Digital Hierarchy
SLA Service Level Agreement
Secondary Transmission is for ensuring high uptime or redundancy of internet and data
Secondary Transmission
connectivity
Tk Bangladeshi Taka
TIN Tax Identification Number
USD United States Dollar
UPS Uninterruptible Power Supply
Unshielded Twisted Pair (UTP) cables are widely used in the computer and telecommunications
UTP
industry as Ethernet cables and telephone wire
VAT Value Added Tax
VSAT Very Small Aperture Terminal
WiMAX Worldwide Interoperability for Microwave Access
WPPF Workers’ Profit Participation Fund
WiFi Wireless Fidelity

7
 TABLE OF CONTENTS
PAGE
PARTICULARS
NUMBER
EXECUTIVE SUMMARY: 20-25
(a) About the industry; 20
(b) About the Issuer; 20
(c) Financial Information; 21
SECTION (I) (d ) Features of the issue and its objects; 21
(e ) Legal and other Information; 21-22
(f) Promoters background; 22-24
(g ) Capital structure and history of capital raising; 24
(h) Summary of Valuation Report of securities; 25
CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 26-33
Disclosure in respect of securities in demat form 26
SECTION (II)
Conditions under 2CC of the Securities and Exchange Ordinance, 1969 26-33
DECLARATION AND DUE DILIGENCE CERTIFICATES AS PER ANNEXURE(S) – A,B
34-37
AND C:
Declaration about the responsibility of the directors, including the CEO of the
SECTION (III) Annexure-A 34
issuer in respect of the prospectus
Annexure-B Due diligence certificate by issue manager 35-36
Annexure-C Due diligence certificate by the underwriters 37
ABOUT THE ISSUER: 38-39
Name of the issuer, dates of incorporation and commencement of its commercial
operations, its logo, addresses of its registered office, other offices and plants,
(a) 38
telephone number, fax number, contact person, website address and e-mail
address;
SECTION (IV) (b) The names of the sponsors and directors of the issuer; 38-39
The name, logo and address of the auditors and registrar to the issue, along with
(c ) their telephone numbers, fax numbers, contact persons, website and e-mail 39
addresses;
The name(s) of the stock exchanges where the specified securities are proposed
(d) 39
to be listed.
SECTION (V) CORPORATE DIRECTORY OF THE ISSUER 40
DESCRIPTION OF THE ISSUER: 41
SECTION (VI)
Summary: 41
The summary of the industry and business environment of the issuer. The
(i) 41
(a) summary shall not be one-sided or biased to highlight the issuer or the issue;
(ii) Summary of consolidated financial, operating and other information. 41
General Information: 42-44
(i) Name and address, telephone and fax numbers of the registered office, corporate
42
head office, other offices, factory, business premises and outlets of the issuer;
(ii)
The Board of Directors of the issuer; 42
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the
42-43
(b ) chairman, managing director, whole time directors, etc. of the issuer;
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the
43
CFO, company secretary, legal advisor, auditors and compliance officer;
Names, addresses, telephone numbers, fax numbers, contact person, website
(v)
addresses and e-mail addresses of the issue manager(s), registrar to the issue 43-44
etc.;
(vi) The following details of credit rating, where applicable: 44-51
(a) The names of all the credit rating agencies from which credit rating has been obtained; 44
(b) The details of all the credit ratings obtained for the issue and the issuer; 44
The rationale or description of the ratings(s) so obtained, as furnished by the credit
(c) 44-45
rating agency(s);

8
 (d) Observations and risk factors stated in the credit rating report. 45-51
(vii) Following details of underwriting: 51-52
The names, addresses, telephone numbers, fax numbers, contact persons and e-mail
(a) 51
addresses of the underwriters and the amount underwritten by them;
Declaration by the underwriters that they have sufficient resources as per the regulatory
(b) 52
requirements to discharge their respective obligations;
(c) Major terms and conditions of the underwriting agreements. 52
Capital Structure: 53-59
Authorized, issued, subscribed and paid up capital (number and class of
(i) 53
securities, allotment dates, nominal price, issue price and form of consideration);
Size of the present issue, with break-up (number of securities, description,
(ii) 53
nominal value and issue amount);
Paid up capital before and after the present issue, after conversion of convertible
(iii) 53
instruments (if any) and share premium account (before and after the issue);
Category wise shareholding structure with percentage before and after the present
(iv) 53
issue and after conversion of convertible instruments (if any);
Where shares have been issued for consideration in other than cash at any point
of time, details in a separate table, indicating the date of issue, persons to whom
(v) those are issued, relationship with the issuer, issue price, consideration and 54
valuation thereof, reasons for the issue and whether any benefits have been
accrued to the issuer out of the issue;
Where shares have been allotted in terms of any merger, amalgamation or
(vi) 54
acquisition scheme, details of such scheme and shares allotted;
Where the issuer has issued equity shares under one or more employee stock
(vii) option schemes, date-wise details of equity shares issued under the schemes, 54
including the price at which such equity shares were issued;
If the issuer has made any issue of specified securities at a price lower than the
issue price during the preceding two years, specific details of the names of the
(viii) 55
persons to whom such specified securities have been issued, relation with the
issuer, reasons for such issue and the price thereof;
(c)
The decision or intention, negotiation and consideration of the issuer to alter the
(ix) capital structure by way of issue of specified securities in any manner within a 55
period of one year from the date of listing of the present issue;
The total shareholding of the sponsors and directors in a tabular form, clearly
stating the names, nature of issue, date of allotment, number of shares, face
(x ) value, issue price, consideration, date when the shares were made fully paid up, 56-57
percentage of the total pre and post issue capital, the lock in period and the
number and percentage of pledged shares, if any, held by each of them;
The details of the aggregate shareholding of the sponsors and directors, the
aggregate number of specified securities purchased or sold or otherwise
(xi) transferred by the sponsor and/or by the directors of the issuer and their related 58
parties within six months immediate preceding the date of filing the red-herring
prospectus/ prospectus/information memorandum;
The name and address of a person who owns, beneficially or of record, 5% or
more of the securities of the issuer, indicating the amount of securities owned,
whether they are owned beneficially or of record, and the percentage of the
(xii) 58
securities represented by such ownership including number of equity shares which
they would be entitled to upon exercise of warrant, option or right to convert any
convertible instrument;
The number of securities of the issuer owned by each of the top ten salaried
(xiii) officers, and all other officers or employees as group, indicating the percentage of 59
outstanding shares represented by the securities owned.
Description of Business: 59-74
The date on which the issuer company was incorporated and the date on which it
(d) (i) commenced operations and the nature of the business which the company and 59
its subsidiaries are engaged in or propose to engage in;

9
 (ii) Location of the project; 59-62
(iii ) Plant, machinery, technology, process, etc. 62-63
Details of the major events in the history of the issuer, including details of
(iv) capacity/facility creation, launching of plant, products, marketing, change in 63-64
ownership and/or key management personnel etc.;
Principal products or services of the issuer and markets for such products or
services. Past trends and future prospects regarding exports (if applicable) and
(v) 64-66
local market, demand and supply forecasts for the sector in which the product is
included with source of data;
If the issuer has more than one product or service, the relative contribution to
(vi) sales and income of each product or service that accounts for more than 10% of 66
the company’s total revenues;
Description of associates, subsidiary and holding company of the issuer and core
(vii) 67
areas of business thereof;
How the products or services are distributed with details of the distribution
(viii) 67-69
channel. Export possibilities and export obligations, if any;
Competitive conditions in business with names, percentage and volume of
(ix) 69-70
market shares of major competitors;
Sources and availability of raw materials, names and addresses of the principal
(x) 70
suppliers and contingency plan in case of any disruption;
Sources of, and requirement for, power, gas and water; or any other utilities and
(xi) 70
contingency plan in case of any disruption;
Names, address(s), telephone number, web address, e-mail and fax number of
(xii) the customers who account for 10% or more of the company’s products /services 71
with amount and percentage thereof;
Names, address(s), telephone number, web address, e-mail and fax number of
(xiii) the suppliers from whom the issuer purchases 10% or more of its raw material/ 71
finished goods with amount and percentage thereof;
Description of any contract which the issuer has with its principal suppliers or
customers showing the total amount and quantity of transaction for which the
(xiv) contract is made and the duration of the contract. If there is not any of such 71-72
contract, a declaration is to be disclosed duly signed by CEO or MD, CFO and
Chairman on behalf of Board of Directors;
Description of licenses, registrations, NOC and permissions obtained by the
(xv) 72
issuer with issue, renewal and expiry dates;
(xvi) Description of any material patents, trademarks, licenses or royalty agreements; 73
(xvii) Number of total employees and number of full-time employees; 73
(xviii) A brief description of business strategy; 73
A table containing the existing installed capacities for each product or service,
capacity utilization for these products or services in the previous years, projected
capacities for existing as well as proposed products or services and the
(xix) assumptions for future capacity utilization for the next three Years in respect of 73-74
existing as well as proposed products or services. If the projected capacity
utilization is higher than the actual average capacity utilization, rationale to
achieve the projected levels.
Description of Property: 74-103
Location and area of the land, building, principal plants and otherproperty of the
(i) 74
company and the condition thereof;
(ii) Whether the property is owned by the company or taken on lease; 74
Dates of purchase, last payment date of current rent (LvRbv) and mutation date of
(e)
(iii) lands, deed value and other costs including details of land development cost, if 75-76
any and current use thereof;
The names of the persons from whom the lands has been acquired/ proposed to
(iv) 77
be acquired along with the cost of acquisition and relation, if any, of such

10
 persons to the issuer or any sponsor or director thereof;
Details of whether the issuer has received all the approvals pertaining to use of
(v) 77
the land, if required;
If the property is owned by the issuer, whether there is a mortgage or other type
(vi) 77
of charge on the property, with name of the mortgagee;
If the property is taken on lease, the expiration dates of the lease with name of
(vii) the lessor, principal terms and conditions of the lease agreements and details of 77-79
payment;
Dates of purchase of plant and machineries along with sellers name, address,
(viii)
years of sale, condition when purchased, country of origin, useful economic life 80-88
at purchase and remaining economic life, purchase price and written down value;
Details of the machineries required to be bought by the issuer, cost of the
(ix) machineries, name of the suppliers, date of placement of order and the date or 89
expected date of supply, etc.
In case the machineries are yet to be delivered, the date of quotations relied
(x) 89
upon for the cost estimates given shall also be mentioned;
(xi) If plant is purchased in brand new condition then it should be mentioned; 89
Details of the second hand or recondition machinaries bought or proposed to be
(xii) bought, if any, including the age of the machineries, balance estimated useful
89
life, etc. as per PSI certificates of the said machineries as submitted to the
Commission;
A physical verification report by the issue manager(s) regarding the properties as
(xiii) 89-102
submitted to the Commission;
If the issuer is entitled to any intellectual property right or intangible asset, full
(xiv) description of the property, whether the same are legally held by the issuer and 103
whether all formalities in this regard have been complied with;
(xv) Full description of other properties of the issuer. 103
Plan of Operation and Discussion of Financial Condition: 103-129
(i) If the issuer has not started its commercial operation, the company’s plan of operations
for the period which would be required to start commercial operation which shall, among
others, include: -
a) Projected financial statements up to the year of commercial operation;
103
b) Rationale behind the projection;
c) Any expected significant changes in the issuer’s policy or business strategies;
d) Detail plan of capital investment with break-up;
e) Summary of feasibility report, etc.
(ii) If the issuer had been in operation, the issuer’s revenue and results from operation,
financial position and changes in financial position and cash flows for the last five years or
103-104
from commercial operation, which is shorter, shall be furnished in tabular form which
shall, among others, include the following information:
(a) Internal and external sources of cash; 104
(f) Any material commitments for capital expenditure and expected sources of funds
(b ) 105
for such expenditure;
Causes for any material changes from period to period in revenues, cost of
(c) 105
goods sold, other operating expenses and net income;
(d) Any seasonal aspects of the issuer’s business; 105
Any known trends, events or uncertainties that may have material effect on the
(e) 106
issuer’s future business;
(f) Any assets of the company used to pay off any liabilities; 106
Any loan taken from or given to any related party or connected person of the
(g) 106
issuer with details of the same;
Any future contractual liabilities the issuer may enter into within next one year,
(h) 107
and the impact, if any, on the financial fundamentals of the issuer;
(i) The estimated amount, where applicable, of future capital expenditure; 107

11
 Any VAT, income tax, customs duty or other tax liability which is yet to be paid,
including any contingent liabilities stating why the same was not paid prior to the
(j) 107-108
issuance of the prospectus. Updated income tax status for the last 5 years or
from commercial operation, which is shorter;
Any financial commitment, including lease commitment, the company had
(k) entered into during the past five years or from commercial operation, which is 108-110
shorter, giving details as to how the liquidation was or is to be effected;
Details of all personnel related schemes for which the company has to make
(l) 110
provision for in future years;
(m) Break down of all expenses related to the public issue; 111-112
If the issuer has revalued any of its assets, the name, qualification and
experiences of the valuer and the reason for the revaluation, showing the value
of the assets prior to the revaluation separately for each asset revalued in a
(n) manner which shall facilitate comparison between the historical value and the 113
amount after revaluation and giving a summary of the valuation report along with
basis of pricing and certificates required under the revaluation guideline of the
Commission;
Where the issuer is a holding or subsidiary company, full disclosure about the
transactions, including its nature and amount, between the issuer and its
subsidiary or holding company, including transactions which had taken place
(o) 113
within the last five years of the issuance of the prospectus or since the date of
incorporation of the issuer, whichever is later, clearly indicating whether the
issuer is a debtor or a creditor;
Financial Information of Group Companies and Companies under common
ownership by more than 50%: following information for the last three years based
on the audited financial statements, in respect of all the group companies of the
issuer, wherever applicable, along with significant notes of auditors:
1) Date of Incorporation;
2) Nature of Business;
3) Equity Capital;
4) Reserves;
5) Sales;
6) Profit after tax;
7) Earnings per share and Diluted Earnings Per Share;
8) Net Asset Value;
(p) 114-115
9) The highest and lowest market price of shares during the preceding six
months with disclosures for changes in capital structure during the period, if any
securities of the group are listed with any
exchange;
10) Information regarding significant adverse factors relating to the group;
11) Any of the group companies has become sick or is under winding up;
12) The related business transactions within the group and their significance on
the financial performance of the issuer
13) Sales or purchase between group companies or subsidiaries or associate
companies when such sales or purchases exceed in value in the aggregate ten
per cent of the total sales or purchases of the issuer and also material items of
income or expenditure arising out of such transactions;
Where the issuer is a banking company, insurance company, non-banking
financial institution or any other company which is regulated and licensed by
another primary regulator, a declaration by the board of directors shall be
(q) 116
included in the prospectus stating that all requirements of the relevant laws and
regulatory requirements of its primary regulator have been adhered to by the
issuer;
A report from the auditors regarding any allotment of shares to any person for
(r) any consideration otherwise than cash along with relationship of that person with 116
the issuer and rationale of issue price of the shares;

12
 Any material information, which is likely to have an impact on the offering or
(s) change the terms and conditions under which the offer has been made to the 117
public;
Business strategies and future plans - Projected statements shall be required
(t) only for companies not started commercial operation yet and authenticated by 117
Chairman, two Directors, Managing Director, CFO, and Company Secretary;
Discussion on the results of operations shall inter-alia contain the
following:
(1) A summary of the past financial results after adjustments as given in the
auditor’s report containing significant items of income and expenditure;
(2) A summary of major items of income and expenditure;
(3) The income and sales on account of major products or services;
(4) In case, other income constitutes more than 10% of the total income, the
breakup of the same along with the nature of the income, i.e., recurring or non-
(u) 117-119
recurring;
(5) If a material part of the income is dependent upon a single customer or a
few major customers, disclosure of this fact along with relevant data. Similarly if
any foreign customer constitutes a significant portion of the issuer’s business,
disclosure of the fact along with its impact on the business considering
exchange rate fluctuations;
(6) In case the issuer has followed any unorthodox procedure for recording
sales and revenues, its impact shall be analyzed and disclosed.
Comparison of recent financial year with the previous financial years on the
major heads of the profit and loss statement, including an analysis of reasons for
the changes in significant items of income and expenditure, inter-alia, containing
the following:
(1) Unusual or infrequent events or transactions including unusual trends on
account of business activity, unusual items of income, change of accounting
policies and discretionary reduction of expenses etc.
(2) Significant economic changes that materially affect or are likely to affect
income from continuing operations;
(3) Known trends or uncertainties that have had or are expected to have a
(v) material adverse impact on sales, revenue or income from continuing 119-120
operations;
(4) Future changes in relationship between costs and revenues, in case of
events such as future increase in labor or material costs or prices that will
cause a material change are known;
(5) The extent to which material increases in net sales or revenue are due to
increased sales volume, introduction of new products or services or increased
sales prices;
(6) Total turnover of each major industry segment in which the issuer operated;
(7) Status of any publicly announced new products or business segment;
(8) The extent to which the business is seasonal.
Defaults or rescheduling of borrowings with financial institutions or banks,
(w) conversion of loans into equity along with reasons thereof, lock out, strikes and 121
reasons for the same etc. during the history of operation of the company;
Details regarding the changes in the activities of the issuer during the last five
years which may had a material effect on the profits or loss, including
(x) 121
discontinuance of lines of business, loss of agencies or markets and similar
factors;
(y) Injunction or restraining order, if any, with possible implications; 121
(z) Technology, market, managerial competence and capacity built-up; 121-122
(aa) Changes in accounting policies in the last three years; 122

13
 Significant developments subsequent to the last financial year: A statement by
the directors whether in their opinion there have arisen any circumstances since
the date of the last financial statements as disclosed in the red-herring
(bb) 123
prospectus or prospectus or information memorandum and which materially and
adversely affect or is likely to affect the trading or profitability of the issuer, or the
value of its assets, or its ability to pay its liabilities within the next twelve months;
If any quarter of the financial year of the issuer ends after the period ended in the
audited financial statements as disclosed in the prospectus or information
memorandum, unaudited financial statements for each of the said quarters duly
(cc) 123-128
authenticated by the CEO and CFO of the issuer or information memorandum,
unaudited financial statements or each of the said quarters duly authenticated by
the CEO and CFO of the issuer;,
(dd) Factors that may affect the results of operations. 129
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
130-132
OF OPERATIONS
(a) Overview of business and strategies; 130
(b) SWOT ANALYSIS; 130-131
Analysis of the financial statements of last five years with reason(s) of fluctuating revenue
or sales, other income, total income, cost of material, finance cost, depreciation and
(c) 131-132
SECTION (VII) amortization expense, other expense; changes of inventories, net profit before & after tax,
EPS etc.
Known trends demands, commitments, events or uncertainties that are likely to have an
(d) 132
effect on the Company’s business;
( e) Trends or expected fluctuations in liquidity; 132
Off-balance sheet arrangements those have or likely to have a current or future effect on
(f) 132
financial condition.
DIRECTORS AND OFFICERS: 133-149
Name, Father’s name, age, residential address, educational qualification, experience and
position of each of the directors of the company and any person nominated or
(a) 133
represented to be a director, showing the period for which the nomination has been made
and the name of the organization which has nominated him;
The date on which he first became a director and the date on which his current term of
(b ) 133
office shall expire;
If any director has any type of interest in other businesses, names and types of business
(c) of such organizations. If any director is also a director of another company or owner or 134-135
partner of any other concern, the names of such organizations;
Statement of if any of the directors of the issuer are associated with the securities market
in any manner. If any director of the Issuer company is also a director of any issuer of
(d) 135
other listed securities during last three years then dividend payment history and market
SECTION (VIII) performance of that issuer;
Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s
(e) father, Spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top 135
five officers;
(f) A very brief description of other businesses of the directors; 136-137
(g) Short bio-data of each director; 137-139
Loan status of the issuer, its directors and shareholders who hold 10% or more shares in
(h) 140
the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank;
Name with position, educational qualification, age, date of joining in the company, overall
experience (in year), previous employment, salary paid for the financial year of the Chief
(i ) Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, 141-144
Advisers, Consultants and all Departmental Heads. If the Chairman, any director or any
shareholder received any monthly salary than this information should also be included;
Changes in the key management persons during the last three years. Any change
(j) otherwise than by way of retirement in the normal course in the senior key management 145
personnel particularly in charge of production, planning, finance and marketing during the

14
 last three years prior to the date of filing the information memorandum. If the turnover of
key management personnel is high compared to the industry, reasons should be
discussed;
A profile of the sponsors including their names, father‟s names, age, personal addresses,
(k) educational qualifications, and experiences in the business, positions or posts held in the 145-147
past, directorship held, other ventures of each sponsor and present position;
If the present directors are not the sponsors and control of the issuer was acquired within
five years immediately preceding the date of filing prospectus details regarding the
(l) 147
acquisition of control, date of acquisition, terms of acquisition, consideration paid for such
acquisition etc.
If the sponsors or directors do not have experience in the proposed line of business, the
(m) 148
fact explaining how the proposed activities would be carried out or managed;
(n) Interest of the key management persons; 148
(o ) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary; 148
(p) Number of shares held and percentage of share holding (pre issue); 149
(q ) Change in board of directors during last three years; 149
(r ) Director’s engagement with similar business 149
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: 150-153
The prospectus shall contain a description of any transaction during the last five years, or
any proposed transactions certified by the auditors, between the issuer and any of the
following persons, giving the name of the persons involved in the transaction, their
relationship with the issuer, the nature of their interest in the transaction and the amount
(a)
of such interest, namely:- 150-151
(i) Any director or sponsor or executive officer of the issuer;
(ii) Any person holding 5% or more of the outstanding shares of the issuer;
(iii) Any related party or connected person of any of the above persons.
SECTION (IX)
Any transaction or arrangement entered into by the issuer or its subsidiary or associate or
entity owned or significantly influenced by a person who is currently a director or in any
way connected with a director of either the issuer company or any of its subsidiaries or
(b) 152
holding company or associate concerns, or who was a director or connected in any way
with a director at any time during the last three years prior to the issuance of the
prospectus;
Any loans either taken or given from or to any director or any person connected with the
director, clearly specifying details of such loan in the prospectus, and if any loan has been
(c) taken from any such person who did not have any stake in the issuer, its holding company 153
or its associate concerns prior to such loan, rate of interest applicable, date of loan taken,
date of maturity of loan, and present outstanding of such loan.
EXECUTIVE COMPENSATION: 154
The total amount of remuneration or salary or perquisites paid to the top five salaried
(a) officers of the issuer in the last accounting year and the name and designation of each 154
such officer;
Aggregate amount of remuneration paid to all directors and officers as a group during the
(b) 154
last accounting year;
If any shareholder director received any monthly salary or perquisite or benefit it must be
SECTION (X) (c ) mentioned along with date of approval in AGM or EGM, terms thereof and payments 154
made during the last accounting year;
The board meeting attendance fees received by the director including the managing
(d) 154
director along with date of approval in AGM or EGM;
(e) Any contract with any director or officer providing for the payment of future compensation; 154
If the issuer intends to substantially increase the remuneration paid to its directors and
(f) 154
officers in the current year, appropriate information regarding thereto
(g) Any other benefit or facility provided to the above persons during the last accounting year, 154
SECTION (XI) OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES: 155

15
 The following information in respect of any option held by each director, the salaried
officers and all other officers as a group, namely: -
i. The date on which the option was granted;
(1) ii. The exercise price of the option; 155
iii. The number of shares or stock covered by the option;
iv. The market price of the shares or stock on the date the option was granted;
v. The expiration date of the option;
vi. Consideration against the option.
If such options are held by any person other than the directors, and the officers of the
issuer company, the following information shall be given in the prospectus, namely: -
(2) i. The total number of shares or stock covered by all such outstanding options 155
ii. The range of exercise prices;
iii. The range of expiration dates
iv. Justification and consideration of granting such option
TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM: 156
The names of the directors and subscribers to the memorandum, the nature and amount
of anything of value received or to be received by the issuer from the above persons, or
(a) 156
by the said persons, directly or indirectly, from the issuer during the last five years along
SECTION (XII) with the description of assets, services or other consideration received or to be received;
If any assets were acquired or to be acquired from the aforesaid persons, the amount
paid for such assets and the method used to determine the price shall be mentioned in
(b) 156
the prospectus, and if the assets were acquired by the said persons within five years
prior to transfer those to the issuer, the acquisition cost thereof paid by them.
OWNERSHIP OF THE COMPANY’S SECURITIES: 157-165
The names, addresses, BO ID Number of all shareholders of the company before IPO,
(a) indicating the amount of securities owned and the percentage of the securities 157-158
represented by such ownership, in tabular form;
There shall also be a table showing the name and address, age, experience, BO ID
(b) Number, TIN number, numbers of shares held including percentage, position held in other 159-161
SECTION (XIII)
companies of all the directors before the public issue;
(c) The average cost of acquisition of equity shares by the directors certified by the auditors; 161-162
A detail description of capital built up in respect of shareholding (name-wise) of the
(d) 162-164
issuer’s sponsors or directors. In this connection, a statement to be included:-
(e) Detail of shares issued by the company at a price lower than the issue price; 164
(f) History of significant (5% or more) changes in ownership of securities from inception. 165
CORPORATE GOVERNANCE: 166-172
A disclosure to the effect that the issuer has complied with the requirements of Corporate
(a) 166
Governance Guidelines of the Commission;
A compliance report of Corporate Governance requirements certified by competent
SECTION (XIV) (b) 166-170
authority;
Details relating to the issuer's audit committee and remuneration committee, including the
(c) names of committee members and a summary of the terms of reference under which the 171-172
committees operate.
VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER: 173-175
The valuation report of securities to be offered shall be prepared and justified by the issue
(a) 173
manager on the basis of the financial and all other information pertinent to the issue;
To prepare the valuation report, the issue manager may consider all qualitative and
quantitative factors which shall be explained in details with rationale to consider such
(b) 173
factors, the valuation methods used, sources of information and authenticity of such
SECTION (XV) information;
While preparing the valuation report, the issue manager shall avoid exaggeration and
(c) 173
biasness and shall exercise independence and due diligence;
The issue manager(s) shall, among others, consider the following methods for valuation
(d) of the securities: 173-175
1. net asset value at historical or current costs;

16
 2. earning-based-value calculated on the basis of weighted average of net profit after tax
for immediate preceding five years or such shorter period during which the issuer
was in commercial operation;
3. projected earnings for the next three accounting year with rationales of the projection,
if not in commercial operation;
4. average market price per share of similar stocks for the last one year immediately
prior to the offer for common stocks with reference and explanation of the similarities
or in case of repeat public offering, market price per share of common stock of the
issuer for the aforesaid period.
SECTION (XVI) DEBT SECURITIES 176
SECTION (XVII) PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS APPLICABLE: 177
SECTION (XVIII) MATERIAL CONTRACTS 178-180
SECTION (XIX) LITIGATIONS, FINE OR PENALTY 181-182
RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS: 183-193
(i) Internal risk factors 183-188
SECTION (XX)
(ii) External risk factors 188-191
(iii) Others risks 191-193
DESCRIPTION OF THE ISSUE: 194-208
(a) Issue Size; 194
(b) Number of securities to be issued; 194
(c ) Authorized capital and paid-up capital; 194
SECTION (XXI) (d) Face value, premium and offer price per unit of securities; 194
(e) Number of securities to be entitled for each category of applicants; 194
(f) Holding structure of different classes of securities before and after the issue; 194
Objective of the issue including financing requirements and feasibility in respect of
(g) 195-208
enhanced paid-up capital.
USE OF PROCEEDS: 209-247
(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with 209-239
head-wise break-up;
Utilization of the total amount of paid-up capital and share premium, if any, including the
(b) sponsors‟ contribution and capital raised of the issuer at the time of submission of 240
prospectus, in details with indication of use of such funds in the financial statements;
If one of the objects is an investment in a joint venture, a subsidiary, an associate or any
acquisition, details of the form of investment, nature of benefit expected to accrue to the
(c) 240
issuer as a result of the investment, brief description of business and financials of such
venture;
If IPO proceeds are not sufficient to complete the project, then source of additional fund
must be mentioned. In this connection, copies of contract to meet the additional funds are
(d) required to be submitted to the Commission. The means and source of financing, 240
including details of bridge loan or other financial arrangement, which may be repaid from
SECTION (XXII) the proceeds of the issue along with utilization of such funds;
A schedule mentioning the stages of implementation and utilization of funds received
through public offer in a tabular form, progress made so far, giving details of land
acquisition, civil works, installation of plant and machinery, the approximate date of
(e) 241
completion of the project and the projected date of full commercial operation etc. The
schedule shall be signed by the Chief Executive Officer or Managing Director, Chief
Financial Officer and Chairman on behalf of Board of Directors of the issuer;
If there are contracts covering any of the activities of the issuer for which the proceeds of
sale of securities are to be used, such as contracts for the purchase of land or contracts
(f) 241
for the construction of buildings, the issuer shall disclose the terms of such contracts, and
copies of the contracts shall be enclosed as annexure to the prospectus;
If one of the objects of the issue is utilization of the issue proceeds for working capital,
basis of estimation of working capital requirement along with the relevant assumptions,
(g) 241
reasons for raising additional working capital substantiating the same with relevant facts
and figures and also the reasons for financing short with long term investments and an

17
 item wise break-up of last three years working capital and next two years projection;
Where the issuer proposes to undertake one or more activities like diversification,
(h) modernization, expansion, etc., the total project cost activity-wise or project wise, as the 241
case may be;
Where the issuer is implementing the project in a phased manner, the cost of each phase,
(i) 241
including the phases, if any, which have already been implemented
The details of all existing or anticipated material transactions in relation to utilization of the
(j) issue proceeds or project cost with sponsors, directors, key management personnel, 241-242
associates and group companies;
Summary of the project appraisal or feasibility report by the relevant professional people
(k) with cost of the project and means of finance, weaknesses and threats, if any, as given in 242-247
the appraisal or feasibility report.
SECTION (XXIII) LOCK-IN: 248-249
SECTION (XXIV) MARKETS FOR THE SECURITIES BEING OFFERED: 250
DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED:
All types of securities outstanding or being offered with date or proposed date of such issue and to
whom those are offered, number of securities and issue or offer price along with the following
information:
SECTION (XXV) 251
(a) Dividend, voting and preemption rights;
(b) Conversion and liquidation rights;
(c) Dividend policy;
(d) Other rights of the securities holders.
FINANCIAL STATEMENTS: 252-327
The latest financial statements prepared and audited by any of the Commission’s panel
auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the
(a) 252-297
Companies Act, 1994, International financial Reporting and Auditing Standards as
adopted in Bangladesh from time to time and any other law as applicable;
Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 to holding
(b) 298
company;
(c) Selected ratios as specified in Annexure-D; 299-300
Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the, †Kv¤úvwb
AvBb, 1994 The report shall include comparative income statements and balance sheet
and aforementioned ratios for immediate preceding five accounting years of the issuer. If
(d) 301-304
the issuer has been in commercial operation for less than five years, the above
mentioned inclusion and submission will have to be made for the period since commercial
operation;
(e) Financial spreadsheet analysis for the latest audited financial statements; 305-306
Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares)
SECTION (XXVI) (f) in addition to the weighted average number of shares basis. Future projected Net Income 307
should not be considered while calculating the weighted average EPS;
All extra-ordinary income or non-recurring income coming from other than core operations
(g) should be shown separately while showing the Net Profit as well as the Earnings Per 307
Share;
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; 307
Net asset value (with and without considering revaluation surplus or reserve) per unit of
(i) the securities being offered at the date of the latest audited statement of financial 307
position.
The Commission may require the issuer to re-audit the audited financial
statements, if any deficiency or anomaly is found in the financial
(j) 307
statements. In such a case, cost of audit should be borne by the
concerned issuer.
k) Following statements for the last five years or any shorter period of commercial
308-327
operation certified by the auditors:-
Statement of long term and short term borrowings including borrowing from related party
(i) 308-310
or connected persons with rate of interest and interest paid or accrued;

18
 Statement of principal terms of secured loans and assets on which charge have been
(ii) created against those loans with names of lenders, purpose, sanctioned amount, rate 311-316
of interest, primary security, collateral or other security, re-payment schedule and status;
(iii) Statement of unsecured loans with terms & conditions; 317
Statement of inventories showing amount of raw material, packing material, stock-in-
(iv) process and finished goods, consumable items, store & spares parts, inventory of trading 317
goods etc.;
Statement of trade receivables showing receivable from related party and connected
(v) 317
persons;
Statement of any loan given by the issuer including loans to related party or connected
(vi) 318-322
persons with rate of interest and interest realized or accrued;
Statement of other income showing interest income, dividend income, discount received,
(vii) 322
other non operating income;
(viii) Statement of turnover showing separately in cash and through banking channel; 323
(ix) Statement of related party transaction; 324-325
Reconciliation of business income shown in tax return with net income shown in audited
(x) 326
financial statements;
Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/-(five lac)
(xi ) 326
were made through banking channel;
Confirmation that Bank Statements of the issuer are in conformity with its books of
(xii) 326
accounts;
(xiii) Statement of payment status of TAX, VAT and other taxes or duties; and 327
SECTION (XXVII) CREDIT RATING REPORT 328-349
SECTION (XXVIII) PUBLIC ISSUE APPLICATION PROCEDURE 350-354
OTHERS 355-435
Management and Auditor’s Disclosure 355-394
SECTION (XXIX)
Auditor’s Report and Audited Financial Statements for the year ended 30 June, 2018 395-434
Management Declaration regarding changes in the Board of Directors of the Company 435

19
 SECTION: I
EXECUTIVE SUMMARY
(a) About the industry:
At present Information Technology (IT) is a subject of widespread interest in Bangladesh. The Government has declared IT
as a thrust sector Computer training centre will be set up in each divisional and district headquarters of Bangladesh as part
of digitalization strategy. A tremendous activity is going on in every sector including e-commerce, e-governance, computer
networking, Internet, web browsing, web applications, multimedia product development etc.
(http://www.sdnbd.org/sdi/issues/IT-computer/Prospect%20of%20IT%20in%20Bangladesh.htm)

The ISPs’ role in providing nationwide Internet and data connectivity will be radically expanded soon after the launching of
Bangabandhu-1 satellite. The ISPs having in-house capacity to operate VSAT hubs will be at the forefront of delivering the
satellite connectivity at the remotest corners of Bangladesh. It will unlock new opportunities to tap by the ISPs. The blended
bandwidth of two submarine cables and Bangabandhu-1 satellite will take the resilience of connectivity to an unprecedented
level.

User growth percentage of 80,383 % represents the increase in the number of Internet users between the years 2000 and
2017; (https://www.internetworldstats.com/top20.htm). It shows that there is huge untapped potential in this high growth
market. Bangladesh has steadily developed its infrastructure and capacity to enjoy the fruits of information in the near future.
It will be only possible when there will be political commitment with better IT infrastructure, internal network, country domain
and above all a high-speed fibre optic link to the Information Superhighway.

Bangabandhu-1 is expected to provide services to all South Asian countries as well as Indonesia, the Philippines,
Turkmenistan, Kyrgyzstan and Tajikistan, if its frequency is properly coordinated, according to project documents.
(http://www.thedailystar.net/business/telecom/bangladesh-first-satellite-bangabandhu-launch-deferred-march-btrc-1498096).

(b) About the Issuer:

ADN Telecom Limited was incorporated on September 22, 2003 as ‘Advanced Data Networks System Limited’ as a private
limited company under the Companies Act, 1994 and commenced commercial operations in 2003. The company was
renamed as “ADN Telecom Limited” on April 15, 2012 and converted into a public limited company on July 25, 2012. Today
ADN Telecom Limited is a renowned name and a leading IT and telecommunication service provider in Bangladesh offering
a wide range of data, voice, and Internet services to its local and international clients.

In an era of constant change, made more rapid through Disruptive Innovation and Technology, ADNTel owns the most
diverse access network in the country wireless, fiber optic and satellite infrastructures. Its core strength lies in the ability to
congregate technologies with human excellence to ensure connectivity.

BTRC has also allocated several radio frequencies in different bands in favor of ADNTel, for its access and transmission
networks. These have driven the company to deploy the updated wireless technologies for countrywide Broadband
Services. Leading global telecom operators such as, SingTel, TATA Communications and Orange Business Service are
ADNTel’s business alliances. It also has alliance with Bharti Airtel and Sri Lanka Telecom. These alliances have enabled the
company to provide end-to-end solutions, both domestically and internationally.

20
(c) Financial Information:
Last five years financial information of the company is given below:

30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13

SL Particulars
Amount in BDT
1 Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
2 Gross Profit 347,573,231 297,318,643 241,798,974 226,339,255 196,023,084
3 Profit Before Income Tax 152,170,059 125,046,738 95,802,591 119,824,478 114,861,478
4 Net Profit After Income Tax 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
5 Total Assets 1,237,962,331 1,068,809,985 950,491,198 922,559,695 539,203,114
6 Share Capital 448,600,000 209,295,830 209,295,830 209,295,830 173,600,000
7 Retained Earnings 192,201,027 316,489,443 228,727,200 164,061,655 100,245,059
8 No. of Shares 44,860,000 20,929,583 20,929,583 20,929,583 17,360,000
9 Face Value 10 10 10 10 10
10 NAV per share 16.13 14.20 24.34 21.25 19.49
11 Earnings Per Share 2.52 2.10 1.54 1.50 1.44
12 Diluted Earnings Per Share (restated) 2.36 1.96 1.44 1.34 1.23

(d) Features of the issue and its objects:

Face Value BDT 10

Cut-off Price BDT 30
Public Offer Price BDT 27
Number of Shares to be Offered 19,791,666
Total Issue Size BDT 57 Crore (approximately)
Issue Manager ICB Capital Management Ltd.
Register to the Issue Roots Investment Limited
Proceeds from Initial Public Offering (IPO) will be used for BMRE of
Objectives of the Issue infrastructure development, Data center setup, Loan repayment and IPO
expenses.

(e) Legal and other Information:

Issue/Renewal
Sl. Particulars Certificate/License No. Current Status
Date
1. Certificate of Incorporation No. C-50557 22-09- 2003 N/A
Certificate of Name
2. No. C-50557 15-04- 2012 N/A
Change
433804810094 Taxes Circle -316
3. TIN Certificate (Company), Taxes Zone -15, 17-11-2013 N/A
Dhaka.
VAT Registration Reg. No. 18131026745
4. 25-05-2014 N/A
Certificate Area Code 180303
Export Registration Valid for the year 2018-2019.
5. RA -0118556 22 -07-2014
Certificate (Renewal under process)
Import Registration Valid for the year 2018-2019.
6. BA -0205780 26 -04- 2010
Certificate (Renewal under process)

21
 7. Trade License License No. 03-089842 19-07-2018 Valid for the year 2019-2020.
DCCI Membership Membership Certificate No. 00348,
8. 25-08-2012 Valid till 31 December, 2019.
Certificate Book No. 004

9. Fire License No. DD/Dhaka/25150/2015 12-03-2015 Valid for the year 2019-2020.

Nationwide ISP (Internet License No. BTRC/LL/ISP –

10. 05-09-2010 Valid till 05 July, 2020.
Service Provider) License Nationwide (137) ADNSL/2010-130
Internet Protocol
License No. BTRC/LL/IPTSP –
11. Telephony Service 01-10-2009 Valid till 30 September, 2024.
Nationwide (24) ADNSL/2009-24
Provider License

VSAT Provider (Hub) License No. BTRC/LL/VSAT-P/H

12. 28-02-2007 Valid till 27 February, 2020.
License (58) ADNSL (Dhaka)/2006-9

BASIS Membership Membership No: G-502

13. - Valid till 31 December 2019.
Certificate Membership Category: General
ISP Association
14. Membership ID # 33 - Valid till 31 December 2019.
Membership Certificate
BIDA (former BOI)
15. No. L-84710410021H 11-10-2004 N/A
Registration
16. ISO 9001:2015 Certificate IND18.7085U/Q 30-01-2018 Valid till 4 February, 2021.

(f) Promoters’ background:

At the time of incorporation of the Company, the following persons were the subscribers to the memorandum:

SL Name Current Status

1 Asif Mahmood Chairman
2 Md. Moinul Islam Director
3 Md. Mahfuz Ali Sohel Director
4 Md. Abu Yousof Zakaria Sponsor shareholder
5 Mohammad Ali Sarkar Sponsor shareholder
6 Muhammad Anwarul Karim Left the company by transferring his shares
7 Mamonoor Rashid Sponsor shareholder
8 Irshadul Islam Left the company by transferring his shares
9 Abu Saeed Khan Left the company by transferring his shares

Their background is stated below:

Asif Mahmood
Chairman

Mr. Asif Mahmood is the founder Chairman of ADNTel since its inception. He holds a B.Sc. in Engineering from NIT, India.
A visionary leader enriched with more than 26 years of experience in IT, ICT and Telecommunications, Mr. Mahmood is
among the pioneers of systems integration in Bangladesh. As a result, ADNTel today boasts of being country’s largest
provider of international MPLS service and is the only provider of cellular mobile transmission (Abis over VSAT) solution in
Bangladesh.

The alliance of Mr. Asif Mahmood and SingTel, since 1999, is an endorsement of his vigor in advanced satellite
communication. It has looped Bangladesh, for the very first time, into the global enterprise networks. As a result, ADNTel
today boasts of being country’s largest provider of international MPLS service. Under his leadership, ADNTel is by far the

22
only provider of cellular mobile transmission (Abis over VSAT) solution in Bangladesh.

Mr. Asif Mahmood is a member of Dhaka Chamber of Commerce & Industry (DCCI) and Korea Bangladesh Chamber of
Commerce and Industry (KBCCI). He is also the founder member of Wireless Internet Broadband Association (WIBA) and
Bangladesh Association of Call Center & Outsourcing (BACCO).

He also chairs the Board of Trustees of “Goodheal Trust” that deals with the development of healthcare in Bangladesh and
“Centre for Media & Development Trust” that promote the social development in the country and to support capacity
building of media institutions and media professionals.

Md. Moinul Islam

Director

Mr. Moinul Islam is the founder Director of ADNTel and has over 26 years of experience in the technology industry. Mr.
Islam is currently the Chairman of Tech Valley Distributions Ltd .and Managing Director of Tech Valley Computers Ltd and
a Director of Advance Technology Computers Ltd. Mr. Islam holds a M.Sc. in Applied Physics & Electronics from Dhaka
University. He was the key person in achieving Zero TAX on ICT products among Seven members BCS Delegation in
1998, as well as in formulating the ICT Policy of Bangladesh from FBCCI- the first ever Policy work in the history of FBCCI.
He is the former Vice President of Bangladesh Computer Samity and a current member of Dhaka Chamber of Commerce
& Industry (DCCI). He is a lifetime member of Ex Adamjee Cantonment Students Association and was a General Body
Member (Term 2012-2014) of The Federation of Bangladesh Chambers of Commerce and Industry (FBCCI).

Md. Mahfuz Ali Sohel

Director
Mr. Md. Mahfuz Ali Sohel is the Founder Director of ADNTel. Among other positions, he is currently the Chairman of Tech
Valley Solutions Ltd., Tech Valley Computers Limited and Unus Technology Limited; and the Managing Director of Valley
Power Solutions Ltd. and Nodi Agro Industries Ltd. Presently, he is also a Director in Advance Technology Computers Ltd.
Mr. Ali has an M.Sc. in Applied Physics & Electronics from Dhaka University and has over 27 years of experience in
different fields. Due to his vast experience and knowledge on various fields of business he is a Member of Bangladesh
Computer Samity (BCS), Dhaka Chamber of Commerce & Industry (DCCI), Dhaka Army Golf Club, Gulshan Society,
Banani Society and Dhanmondi Club Limited.
Md. Abu Yousof Zakaria
Sponsor Shareholder
Mr. Md. Abu Yousof Zakaria is the Sponsor Shareholder and former Director of the Company. He is currently the Chairman
of Unified Business Limited and Managing Director of Tech Valley System Ltd. He has more than 22 years of experience in
the ICT industry. Mr. Zakaria has an MBA degree from Finance.
Mohammad Ali Sarker
Sponsor Shareholder
Mr. Mohammad Ali Sarker is the Sponsor Shareholder and former Director of the Company. He has more than 25 years of
experience in IT and telecom sector and has tremendous effort in building strong partnerships with top rated business
organizations and attained leadership skills especially in areas of strategic planning, supply chain management, change
management and operational efficiencies. At present he is the Managing Director of Tech Valley Networks Limited while he
is the sponsor Director of InGen Technology Limited.

Muhammad Anwarul Karim

Former Sponsor Shareholder

Mr. Muhammad Anwarul Karim was the founder shareholding Director of the Company. Mr. Karim holds MBA degree and
has more than 25 years of experience in marketing and business operation of ICT Industry. In 2005, he transferred his
entire shares.
Mamonoor Rashid
Sponsor Shareholder
Mr. Mamonoor Rashid is one of the Sponsor Shareholder and former Director of the Company. Mr. Rashid holds a Masters

23
 of Social Science and has more than 24 years of experience in IT business. Presently he is the Chief Executive Officer
(CEO) of Tech Valley Networks Limited.

Late Irshadul Islam

Former Sponsor Shareholder

Mr. Irshadul Islam was the Sponsor Shareholder and former Managing Director of the Company and contributed a lot to
formation and development of the company. Mr. Islam was an MBA from Dhaka University.

Abu Saeed Khan

Former Sponsor Shareholder
Mr. Abu Saaed Khan was one of the directors since when the company was initially incorporated. He has been working
diligently for an affordable and reliable backhaul for Asia. He has been working on the key issues around public/private
partnerships and returns on investment. He has more than 20 years of work experience in world-renowned institutions
such as Ericsson, United Nations & World Bank.

(g) Capital structure and history of capital raising:

Authorized Capital:
As on 30 June, 2017 authorized capital of the Company is as follows:
Particulars No. of Ordinary Shares Nominal Value in BDT Total Amount in BDT
Authorized Capital 200,000,000 10 2,000,000,000

Paid-up Capital:
At present, the Company has paid up capital of BDT 448,600,000 divided by 44,860,000 no. of ordinary shares of BDT 10
each. The detail capital structure and history is given below:
No. of Shares Nominal Issue
Class of Allotment Amount in Form of
Sl @ BDT 100 @ BDT 10 Price Price
Share date BDT Consideration
per share per share BDT BDT
1 20,000 200,000 Ordinary Share 22-09-2003 100 100 2,000,000 Cash
2 780,000 7,800,000 Ordinary Share 28-05-2005 100 100 78,000,000 Cash
3 320,000 3,200,000 Ordinary Share 06-06-2010 100 100 32,000,000 Cash
4 616,000 6,160,000 Ordinary Share 01-04-2012 100 100 61,600,000 Bonus Share
Cash (capital raising
5 - 3,569,583 Ordinary Share 08-01-2014 10 30 35,695,830 from other than
existing shareholders)
6 - 20,929,583 Ordinary Share 27-09-2016 10 10 209,295,830 Bonus Share
Cash (capital raising
7 - 3,000,834 Ordinary Share 07-06-2017 10 15 30,008,340 from other than
existing shareholders)
Total: 44,860,000 448,600,000
*The face value of shares was denominated from BDT 100 per share to BDT 10 per share vide special resolution passed in
the extra ordinary general meeting held on 25 July 2012 by the shareholders of the Company.

Paid-up capital before and after Public Issue:

Particulars No. of Ordinary Shares Amount in BDT

Before Initial Public Offering 44,860,000 448,600,000
Initial Public Offering under Book Building Method 19,791,666 197,916,660
After Initial Public Offering 64,651,666 646,516,660

24
(h) Summary of Valuation Report of securities:

Summary of Valuation Methodology of ADN Telecom Limited Price

SL Method Used BDT
1 Net Asset Value (NAV) per share at historical cost (without Revaluation) 16.13
2 Valuation with reference To Earning-Based-Value Per Share (considering overall market P/E) 27.49
3 Average Market price of similar stock Based Valuation 33.66
Note: The detailed workings of the valuation under above methods are given in this prospectus under the head of Valuation
Report of Securities' prepared by the Issue Manager.

25
SECTION: II
CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER

Disclosure in respect of issuance of security in Dematerialized Form

As per provisions of the Depository Act, 1999 and regulations made there under, shares of the Company will be issued in
dematerialized form only and for this purpose ADN Telecom Limited will sign an agreement with the Central Depository
Bangladesh Limited (CDBL). Therefore, all transfers, transmissions, splitting or conversions will take place on the CDBL system
and any further issuance of shares (including rights and bonus) will also be issued in dematerialized form only.

CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969

PART–A
1. The Company shall go for Initial Public Offer (IPO) for 1,97,91,666 ordinary shares, from which 60% i.e. 1,18,75,000
ordinary shares are reserved for Eligible Investors (EIs) at cut-off price of Tk. 30.00 and remaining 40% i.e 79,16,666
ordinary shares at a 10% discounted from the cut-off price of Tk. 27.00 per share for General Public including NRB and
Others totaling Tk. 56,99,99,982.00 (Taka fifty six crore ninety nine lakh ninety nine thousand nine hundred
eighty two only) following the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules made there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four)
national daily newspapers (two in Bangla and two in English), within 02 (two) working days from the date of issuance
of this letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer’s website and shall also put
on the websites of the Commission, stock exchanges, and the issue manager, within 5 (five) working days from the
date of issuance of this letter and shall remain posted till the closure of the subscription list. The issuer shall submit to
the Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted prospectus in
“MS -Word” format.
3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 5
(Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.
4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged version for
NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working days from the date of
publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in this
respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) working days from the date of
said transmission of the prospectus.
5. The following declaration shall be made by the company in the prospectus, namely: -
“Declaration about Listing of Shares with the stock exchange (s):
None of the stock exchange(s), if for any reason, grants listing within 30 (thirty) working days from the closure of
subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription
money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry of
the said 30 (thirty) working days, as the case may be.
In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company,
in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with
interest at the rate of 2% (two percent) above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions
and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the aforesaid 15
(Fifteen) days time period allowedf for refund of the subscription money.”

26
6. All applicants under General Public category shall apply for a minimum lot of 100 shares worth Taka 2,700/- (Taka five
thousand only) or its multiples.
7. The IPO shall stand cancelled in case of under-subscription above 35% (thirty five percent) of the quota allotted for
General Public category. In such an event, the issuer and issue manger shall inform the Commission within 2 (two)
working days and release the subscription money within 10 (ten) working days after receiving verification report from
CDBL and the information from exchanges regarding subscription.
8. 20% of the securities reserved for other general public shall be reserved for ¶wZMÖ¯’ ¶z`ª
wewb‡qvMKvix. In case of under-subscription under any of sub-categories of general public category, the
unsubscribed portion shall be added to other sub-category of the same category. In case of over subscription
in the general public category, the issuer and the issue manager shall jointly conduct an open lottery.
9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with
another person. In case, an applicant submits more than two applications, all applications will be treated as
invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will
be forfeited by the Commission and the balance amount will be refunded to the applicant.
10. The applicants who have applied for more than two applications using same bank account, their application
will not be considered for lottery and the Commission will forfeit 15% of their subscription money.
11. Making of any false statement in the application or supplying of incorrect information therein or suppressing
any relevant information in the application shall make the application liable to rejection and subject to
forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the same
by the issuer. The said forfeited application money or share (unit) will be deposited in account of the
Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be
provided for by the law.
12. The company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which the
shares will be listed, within 24 (Twenty Four) hours of allotment.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or
shareholders having 10% or more shares, other than alternative investment funds, through stock dividends, shall be
subject to a lock-in period of 02(two) years from the date of issuance of the prospectus.
14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian
registered with the Commission and shall remain held till completion of lock-in period and the name of the
securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with
a confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s).
Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL
system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by
Managing Director of the company along with the lock-in confirmation to the Commission within one week of
listing of the shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters
the issuer will ensure their lock-in of those shares and submit a statement to this effect to the Commission.
15. The company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from
the date of this consent for raising of capital.
16. The company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No
Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as
recommended by the Board of Directors, before approval by the shareholders in General Meeting.

27
 PART–B
Application Process
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant
Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date),
which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:
a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money
and service charge available in respective customer account maintained with the Stockbroker/Merchant
Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the
application is made through a margin account, the application money shall be deposited separately and
the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which
shall be refundable to the applicant, if become unsuccessful.
b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor
of the Issuer for an amount equivalent to the application money, with their application to the concerned
Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also
submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the
other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant
maintains Foreign Currency account debiting the same account and provide the customer with a
certificate mentioning the FC account number which has been debited to issue the FDD. The
applicant shall also submit the certificate with their application. No banker shall issue more than
two drafts from any Foreign Currency account for any public issue. At the same time, the applicant shall
make the service charge available in respective customer account maintained with the
Stockbroker/Merchant Banker.
c) Eligible investors shall submit application through the electronic subscription system of the exchange(s)
and deposit the full amount intended to subscribe by the method as determined by exchange(s).
Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public
Issue Application Account”. The Stockbroker/Merchant Banker shall:
a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon
availability of fund, block the amount equivalent to the application money;
b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the
“Public Issue Application Account” maintained with its bank within the first banking hour of next working day
of the cut-off date;
c) instruct the banker to block the account for an amount equivalent to the aggregate application money and to
issue a certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming
the same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list
containing the draft information against the respective applicant’s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID,
Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-
off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator)

28
 format, the certificate(s) issued by its banker, the drafts and certificates received from Non-resident Bangladeshi
(NRB) and Foreign applicants and a copy of the list containing the draft information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers, the drafts and certificates submitted by Non-resident Bangladeshi (NRB) and
Foreign applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers’
certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from
listing of the securities with exchange.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text)
format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website
and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are
active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing
BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with
the verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare
category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to
the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the
Exchanges.
12. The Issuer and the Issue Manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation
from the Commission or the Exchanges.
13. The Issuer and Issue Manager shall arrange posting the lottery result on their websites within 06 (six) hours and
on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde
‘~’ separator) format to the respective Exchange.
b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions
of the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format
to the Commission and Exchanges mentioning the penalty amount against each applicant.
c) issue allotment letters in the names of successful applicants in electronic format with digital signatures
and send those to respective Exchange in electronic form.
d) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM
to CDBL to credit the allotted shares to the respective BO accounts.
Step-4 (Intermediary)
15. On the next working day, Exchanges shall distribute the information and allotment letters to the
Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:
a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow
Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;
b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the
Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;

29
 16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker
shall request its banker to:
a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants
(other than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the
Issuer opened for subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall
unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’
account.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer
accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about
releasing their blocked amounts and send documents to the Exchange evidencing details of the remittances made
to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be
placed as per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal
charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five)
per withdrawal.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts
and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or
transfer to the applicant’s bank account (FC account which has been debited to apply by NRB or foreign
applicants) through banking channel within 10 (ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of
publication of abridged version of prospectus.
22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred
during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant
Bankers for any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an
amount of Tk. 2,00,000.00 (taka two lac) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk. 5.00 (Taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting
application.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank
draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any
Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with
intimation to the Commission.

PART–C
1. The issue manager shall carefully examine and compare the published prospectus and its abridged version on the date
of publication with the copies vetted by the Commission. If any discrepancy is found, both the issuer and the issue
manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing

30
 copies thereof to the Commission and the stock exchanges concerned. In this regard, the issue manager shall submit a
compliance report to the Commission within 5 working days from the date of such publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) and that utilization of the
said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc.
3. The company shall furnish status report on utilization of Public Offering proceeds audited by foreign affiliated
auditors and authenticated by the board of directors to the Commission and the Exchanges within 15 (Fifteen)
days of the closing of each month until such fund is fully utilized, as mentioned in the schedule contained in
the prospectus. The issuer shall simultaneously post the status report in its website and Exchanges shall also
post the same in company information contained in websites of the Exchanges. In the event of any irregularity
or inconsistency, the Commission may employ or engage any person to examine whether the issuer has
utilized the proceeds for the purpose disclosed in the prospectus.

4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms of
reference (TOR) and confirm the same in their report/certificate:
(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the
prospectus;
(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s
consent letter;
(c) Whether utilization of IPO proceeds have been completed within the time
schedule/implementation schedule as specified in the published prospectus;
(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as
mentioned/specified in the published prospectus; and
(e) The auditors should also confirm that: (i) assets have been procured/imported/constructed
maintaining proper/required procedure as well as at reasonable price; and (ii) auditors’ report
has been made on verification of all necessary documents/papers/vouchers in support of IPO
proceeds making reconciliation with Bank Statement.

5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank transfers.
6. Proceeds of the public offering shall not be transferred to any other bank account before listing with the Exchange(s).
The proceeds shall not be used for any purpose other than those specified in the prospectus without any valid ground.
Any deviation in respect of purpose and time must have prior approval of at least 51% of the public shareholders, other
than sponsors and directors, in a general meeting through a board approved agenda and due notification to the
shareholders. Before the said general meeting, such deviation as recommended by the board of directors shall be
published as price-sensitive information with detailed description and reasons for such deviation. If approved by the
shareholders, the meeting resolution shall be submitted to the Commission along with reasonable explanations and the
decision shall be published as price-sensitive information.
7. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus and before
listing of its securities with any exchange, the company shall disseminate/transmit/submit the said quarterly/half yearly
financial statements in accordance with the Commission’s Notification SEC/CMRRCD/2008-183/admin/03-34 dated
September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.
8. In the event of arising issues concerning Price Sensitive Information as defined under the wmwKDwiwUR I G·‡PÄ
Kwgkb (myweav‡fvMx e¨emv wbwl×KiY) wewagvjv 1995 after publication of the abridged version of
prospectus and before listing of its securities with any exchange, the company shall disseminate/transmit/submit the
information as price sensitive in accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated
October 24, 2000.
PART–D

31
1. As per provision of the Depository Act, 1999 & Regulations made thereunder, shares will only be issued in
dematerialized condition. All transfer/transmission/splitting will take place in the depository system of Central
Depository Bangladesh Ltd. (CDBL) and any further issuance of shares (including rights/bonus) will be made in
dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the ‘Bangladesh Securities
and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the Exchanges.
3. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary
which shall also be binding upon the issuer company.

32
Allocation of Shares of ‘ADN Telecom Limited’
Further to the letter Ref: BSEC/CI/BB-13/2017/617 dated 5th September, 2018 regarding consent to commence bidding by
the eligible investors, was issued by Bangladesh Securities and Exchange Commission to allocate the shares in the
following manner as per Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:

Eligible Investor (EI) General Public (GP)

EI excluding mutual funds and CIS Mutual Funds and CIS GP excluding NRB NRB
50% 10% 30% 10%
9,895,833 1,979,167 5,937,500 1,979,166

33
SECTION: III
DECLARATION AND DUE DILIGENCE CERTIFICATES

Annexure-A
Declaration about the responsibility of the Directors’ including the Managing Director of the ADN Telecom Limited
in respect of the Prospectus

[Rule 4 (1) (d)]

This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility
for the authenticity, accuracy and adequacy of the statements made, information given in the prospectus, documents,
financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making
all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no
other information or documents, the omission of which make any information or statements therein misleading for which
the Commission may take any civil, criminal or administrative actions against any or all of us as it may deem fit.

We also confirm that full and fair disclosures have been made in this red-hearing prospectus/ prospectus /information
memorandum to enable the investors to make a well informed decision for investment.

Sd/- Sd/- Sd/- Sd/-

Asif Mahmood Md. Moinul Islam Md. Mahfuz Ali Sohel Niaz Ahmed
Chairman Director Director Director
(Nominee of Savoy Ice Cream
Factory Limited)

Sd/- Sd/- Sd/- Sd/-

Waqar Ahmad Choudhury Ghulam Rasool Khondkar Atique-E-Rabbani Henry Hilton
Director Independent Director Independent Director Managing Director
(Nominee of Vanguard AML BD
Finance Mutual Fund One)

Date: November 11, 2018

*Managing Director of the company is an Ex-Officio and shareholder.

34
 Annexure-B
Due Diligence Certificate by Issue Manager
[Rule 4(1)(d)]
To
The Bangladesh Securities and Exchange Commission

Sub: Public offer of 19,791,666 Ordinary Shares of TK. 570,000,000.00 (approximately) of ADN Telecom Limited.

Dear Sir,

We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:

(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the
premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in
connection with the finalization of the prospectus pertaining to the said issue;

(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other
agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and
other materials furnished by the issuer.

WE CONFIRM THAT:

(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the
issue;

(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc.
framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly complied
with;

(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision
for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act,
1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;

(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date
such registrations are valid;

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’
listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have
been carried out till now are valid in terms of the object clause of its Memorandum of Association;

(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept
in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;

(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules,
2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to
make a well informed decision;

(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current
business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences
etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us
for the next 5 (five) years after the IPO for any further inspection by the Commission;

35
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of
compliance, page numbers of the prospectus where the rules has been complied with and our comments, if any;

(k) We also declare that we have managed the public issue of following issuers in the last 5 (five) years:

Sl. Issue Month/Year (July to June) Issue FY Issue Price Dividend Payment History
2017- 10%B
2016-5%C, 10%B
Apollo Ispat Complex Limited 22.00 2015- 3%C, 12%B,
2014- 15%B

2017- No Dividend
Shurwid Industries Limited 10.00
2014- 15%B
1 2013-14 2017- 5%C,28%B
Saif Powertec Limited 30.00 2016-5%C, 27%B,
2015- 29%B, 2014- 27%B
2018- 20%B
2017- 03%C, 12%B
Western Marin Shipyard Limited 35.00 2016- 12%B
2015- 10%B
2014- 5%C, 10%B
2017- 10%B
National Feed Mills Limited 10.00 2016-15%B
2014- 10%B
2 2014-15
2017- 15%C
Hamid Fabrics Limited 35.00 2015- 15%C, 5%B,
2014- 10%C, 10%B
2017- 35%C
2016-35%C
The ACME Laboratories Limited 77.00
2015-35%C
3 2015-16 2014-35%C
Doreen Power Generations and Systems 2017- 10%C,10%B
29.00
Limited 2016- 10%C, 20%B
4 BBS Cables Limited 2016-17 10.00 2017- 5%C,15%B
5 Aman Cotton Fibarous Limited 2017-18 36.00 N/A

Sd/-
Place: Dhaka (Md. Sohel Rahman)
Date:15-11-2018 Chief Executive Officer (Additional Charge)
ICB Capital Management Limited

36
 Annexure-C
Due diligence certificate by the underwriter
[See rule 4 (1)(d)]

To
The Bangladesh Securities and Exchange Commission
Sub: Public offer of 19,791,666 Ordinary Shares of Tk. 570,000,000.00 (approximately) of ADN Telecom Limited.
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft
prospectus, other documents and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other
agencies, independent verification of the statements concerning objects of the issue and the contents of the
documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to
carry out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Three hundred twenty nine
point sixty five) crore and we have the capacity to underwrite a total amount of Tk. 2,207.30 (Taka two thousand two
hundred seven point three zero) crore as per relevant legal requirements. We have committed to underwrite for up to
Tk. 19.95 (ninteen point nine five) crore for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. No. Name of the Company Amount Underwritten (in Tk.)
1 STS Holdings Limited 60,900,000.00
2 Delta Hospital Limited 16,000,000.00
3 Desh General Insurance Company Ltd. 5,600,000.00
4 Energypac Power Generation Ltd. 42,500,000.00
5 Ratanpur Steel Re-Rolling Mills Ltd. 37,500,000.00
6 AB Bank Limited 750,000,000.00
7 Mohammed Elias Brothers POY Manufacturing Limited 10,000,000.00
8 Star Ceramics Limited 62,500,000.00
9 Modern Steel Mills Limited 150,000,000.00
10 Dragon Sweater and Spinning Limited 381,666,660.00
11 eGeneration Limited 20,000,000.00
12 Esquire Knit Composite Limited 40,000,000.00
13 Mir Akhter Hossain Limited 20,000,000.00
14 Aman Tex Limited 90,000,000.00
Total= 1,686,666,660.00
(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded
to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen)
days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/-
(Md. Sohel Rahman)
Chief Executive Officer (Additional Charge)
Date: 15 November, 2018

37
SECTION: IV
ABOUT THE ISSUER
(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses
of its registered office, other offices and plants, telephone number, fax number, contact person, website address
and e-mail address:

Name of the Issuer : ADN Telecom Limited

Date of Incorporation as a Private Limited Company : 22-09-2003
Date of Commencement of Commercial Operation : 22-09-2003
Conversion from Private Company to Public Limited : 25-07-2012
The Logo of the Issuer :
Red Crescent Concord Tower (19th Floor)
Addresses of Registered & Corporate Office :
17, Mohakhali Commercial Area, Dhaka – 1212.

Chittagong Office: Sylhet Office:

IFCO Complex (10th Floor Garden Tower Apartment
- South) Flat No. - GTA3113, 11th
1147/A, CDA Avenue Floor, Shahjalal Bridge
GEC Circle, Nasirabad, Link Road, Sylhet - 3100,
Chittagong, Bangladesh. Bangladesh.
Other Offices :
Khulna Office:
Faridpur Office:
25-26, BDBL Bhaban
Shamsuddin Tower
(Level-7),
(Room No. 89)
(Former Shilpa Bank
Ward No. 04, Alipur,
Bhaban), KDA C/A, Upper
Faridpur, Bangladesh.
Jessore Road, Khulna-
9100. Bangladesh.
Plants : N/A
POPs : 73 no. of POPs all around the country.
Tel: +880 2 9841234
Telephone and Fax number : IP Phone: +880 9610 008888
Fax: +880 2 9887551
Md. Enayet Hossain, FCMA,CGMA, ACA
Chief Financial Officer
Tel: +880 2 9841234 Ext.:124
Contact Person :
Md. Monir Hossain, FCS
Company Secretary
Tel: +880 2 9841234 Ext.:113
www.adnsl.net
Website and E-mail Address :
info@adnsl.net

(b) The names of the sponsors and directors of the issuer:

The name of existing Sponsors and Directors are presented below:
Sponsors of the company:
Sl. No. Name
1 Asif Mahmood
2 Md. Moinul Islam
3 Md. Mahfuz Ali Sohel
4 Md. Abu Yousof Zakaria
5 Mohammad Ali Sarkar
6 Mamonoor Rashid

38
Directors of the Company:
Sl No Name Status
1 Asif Mahmood Chairman
2 Md. Moinul Islam Director
3 Md. Mahfuz Ali Sohel Director
Niaz Ahmed Director
4 (Nominee of Savoy Ice Cream Factory Limited)
Waqar Ahmad Choudhury Director
5
(Nominee of Vanguard AML BD Finance Mutual Fund One)
6 Ghulam Rasool Independent Director
7 Khondkar Atique-E-Rabbani Independent Director
8 Henry Hilton Managing Director*

*Managing Director of the company is an Ex-Officio member of the Board.

(c) The name, logo and address of the auditors and registrar to the issue, along with their telephone numbers, fax
numbers, contact persons, website and e-mail addresses:
Auditor:
Particulars Description
: Syful Shamsul Alam & Co.
Name
Chartered Accountants
Logo :
: Paramount Heights (Level 6) 65/2/1 Box Culvert Road, Purana
Address
Paltan, Dhaka – 1000, Bangladesh
Telephone Number : +8802 9555915 Ext.:119
Fax Number : +8802 9560332
: Md. Rafiqul Islam, FCA
Contact Person
Partner
Website Address : www.ssacbd.com
E-mail Address : ssac@ssacbd.com
Registrar to the Issue:
Particulars Description
Name : Roots Investment Limited
:
Logo

Address : Jiban Bima Tower (12th Floor) 10, Dilkusha C/A ,Dhaka – 1000.
Telephone Number : +88 02 47120445, +88 02 47120446, Ext.:109
Fax Number : +88 02 47120447
: Mohammad Sarwar Hossain
Contact Person
Managing Director(Acting)
Website Address : www.rootsinvestment.com
E-mail Address : info@rootsinvestment.com
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed:
SL No. Name of the Exchange Logo Address

1 Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000.

Chittagong Stock Exchange Limited (CSE) CSE Building,1080 Sheikh Mujib

2 Road, Chittagong.

39
SECTION: V
CORPORATE DIRECTORY OF THE ISSUER

Name of the Issuer : ADN Telecom Limited

Logo :

Date of Incorporation : 22-09-2003

Date of Commercial Operation : 22-09-2003
Change of Denomination from BDT 100 to BDT 10 per share 25-07-2012
:
Date of Conversion into Public Limited Company 25-07-2012
Authorized Capital : BDT 2,000,000,000
Issued, Subscribed & Paid-up Capital as on June 30, 2017 : BDT 448,600,000
Board of Directors : 8 Directors
Red Crescent Concord Tower (19th Floor)
Addresses of the Registered & Corporate Office : 17, Mohakhali Commercial Area, Dhaka – 1212,
Bangladesh.
Chittagong Office: Sylhet Office:
IFCO Complex (10th Garden Tower Apartment
Floor - South) Flat No. - GTA3113, 11th
1147/A, CDA Avenue Floor, Shahjalal Bridge Link
GEC Circle, Nasirabad, Road, Sylhet - 3100,
Chittagong, Bangladesh. Bangladesh.
Other Offices : Khulna Office: Faridpur Office:
25-26, BDBL Bhaban Shamsuddin Tower (Room
(Level-7), No. 89)
(Former Shilpa Bank Ward No. 04, Alipur,
Bhaban), KDA C/A, Faridpur, Bangladesh.
Upper Jessore Road,
Khulna-9100.
Bangladesh
Plants : N/A
POPs : 73 no. of POPs all around the country.
Tel: +880 2 9841234
Telephone and Fax number : IP Phone: +880 9610 008888
Fax: +880 2 9887551
info@adnsl.net
Website and E-mail Address :
www.adnsl.net
Md. Enayet Hossain, FCMA, CGMA, ACA
Compliance Officer : Chief Financial Officer
Tel: +880 2 9841234, Ext.:124
Md. Monir Hossain, FCS
Company Secretary :
Tel: +880 2 9841234, Ext.:113
Banks and NBFIs of the Company : The City Bank Limited, IIDFC and IDLC
Bank of the company for IPO : ONE Bank Ltd.
Syful Shamsul Alam & Co.
Chartered Accountants
Auditor : Paramount Heights (Level 6) 65/2/1
Box Culvert Road, Purana Paltan,
Dhaka – 1000.
Syed Ishtiaq Ahmed & Associates (SIA & A)
Legal Advisor : Concord Avilash (1st Floor), House 62, Road 11A,
Dhanmondi, Dhaka-1209.

40
SECTION: VI
DESCRIPTION OF THE ISSUER

(a) Summary:

(i) The summary of the industry and business environment of the Company are given below:

ADN Telecom Ltd, the leading ISP, MPLS, IPLC, and IP Telephony service provider in Bangladesh, initiated its glorious
journey back in 2003. ADN owns a diverse access network across the whole country through Wireless, Fiber, and Satellite
Infrastructure. ‘Simplifying Connectivity’ has been the core competence of ADN Telecom.Bangladesh Telecommunication
Regulatory Commission (BTRC) has awarded ADN numerous esteem licenses, and permissions as the Nationwide Internet
Service Provider, Nationwide IP Telephony Service Provider, VSAT Provider with Hub and International MPLS Services are to
name a few. ADN Telecom Ltd. is an ISO 9001:2015 certified company. Using the udated technology, ADN Telecom provides
world-class service through the most extensive network of customer touch points.( http://www.adnsl.net/who-we-are/).
Apart the organization if we looked at the overall industry then we will find Digital Bangladesh is one of the nation's dreams,
and so special emphasis is given on the application of digital technologies to realise Vision 2021, which we commonly call
Digital Bangladesh. And internet is the oxygen to the dreams. The government of Bangladesh implemented a large number of
projects relating to digital technologies and a number of these are already underway. National ICT Policy-2009 was developed
with a view to achieve developed status by 2041.Human capital is a key factor to develop and adapt innovative ideas and
technologies. Quality ICT education as well as ICT-based education from the primary to tertiary level, along with the
orientation of general mass in ICT should receive top priority. And all of our dreams come true when we will be able to ensure
the internet all over the country without any further disruption.( http://www.thedailystar.net/supplements/24th-anniversary-the-
daily-star-part-1/digital-bangladesh-dreams-and-reality-73118 )
There are currently 499 entities operating ISP business, including 117 nationwide, 73 in Dhaka and adjoining areas, 57 in
zones in the rest of the country, 175 in divisional towns, 29 in districts and 48 in upazilas. There are about 53 lakh active
internet connections linked to ISPs as of November using over 350 Gbps of bandwidth, according to the BTRC. The country's
total bandwidth consumption is about 530 Gbps.(http://www.thedailystar.net/business/govt-clears-way-issuing-more-isp-
licences-1509982).Though there are mobile operators, broadband, WiMAX Cyber cafés and Local Service Providers (LSPs)
exist in the market but as aISP provider here we focus more on nationwide ISPS. These 100 plus ISP operators are entitled to
provide the Internet service to the customer’s end.
(http://www.btrc.gov.bd/sites/default/files/operater_list/Internet%20Service%20Provider%20(ISP)%20Nationwide.pdf)

(ii) Summary of consolidated financial, operating and other information:

ADN Telecom Limited has no subsidiary or holding companies. Hence, summary of consolidated financial, operating and
other information is not applicable.

41
 (b) General Information:

(i) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices,
factory, business premises and outlets of the Issuer are as follows:

Name : ADN Telecom Limited

Tel: +880 2 9841234

Telephone and fax numbers : IP Phone: +880 9610 008888
Fax: +880 2 9887551
Red Crescent Concord Tower (19th Floor), 17, Mohakhali
Registered & Corporate Office address :
Commercial Area, Dhaka – 1212, Bangladesh.
Chittagong Office: Sylhet Office:
IFCO Complex (10th Floor - Garden Tower Apartment
South), 1147/A, CDA Avenue Flat No. - GTA3113, 11th
GEC Circle, Nasirabad, Floor, Shahjalal Bridge Link
Chittagong, Bangladesh. Road, Sylhet - 3100,
Bangladesh.
Other offices address :
Khulna Office: Faridpur Office:
25-26, BDBL Bhaban Shamsuddin Tower,
(Level-7), (Former Shilpa (Room No. 89), Ward No. 04,
Bank Bhaban), KDA C/A, Alipur, Faridpur, Bangladesh.
Upper Jessore Road, Khulna-
9100. Bangladesh.

Note: ADN Telecom does not have any factory and outlets but the company has 73 POPs in different districs of Bangladesh.

(ii) The Board of Directors of the Issuer:

Sl. No Name Status

1 Asif Mahmood Chairman
2 Md. Moinul Islam Director
3 Md. Mahfuz Ali Sohel Director
Niaz Ahmed Director
4 (Nominee of Savoy Ice Cream Factory Limited)
Waqar Ahmad Choudhury Director
5 (Nominee of Vanguard AML BD Finance Mutual Fund One)
6 Henry Hilton Managing Director
7 Ghulam Rasool Independent Director
8 Khondkar Atique-E-Rabbani Independent Director

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the Chairman, Managing Director,
whole time Directors, etc. of the Issuer:

Telephone number, Fax number

Sl. Name Position Address
and e-mail address
Charukunjo, Apt.2A, 77, Gulshan Tel: +880 2 9841234
Avenue, Gulshan, Dhaka-1212. IP Phone: +880 9610 008888
1 Asif Mahmood Chairman
Fax: +880 2 9887551
E-mail: asif@atcl.net
House # 48/2, Shiddeshwari Tel: +880 2 9841234
2 Md. Moinul Islam Director
Lane, Shantinagar, Ramna IP Phone: +880 9610 008888

42
 Dhaka-1217. Fax: +880 2 9887551
E-mail: moin.islam1961@gmail.com
Flat # S-6, Road # 04, House # Tel: +880 2 8118764
3 Md. Mahfuz Ali Sohel Director 22, Green View Apartment, Fax: +880 2 9121230
Dhanmondi, Dhaka-1205. E-mail: sohel@tvsl-bd.com
4 Niaz Ahmed House No. 24, Road No. 1, Tel: +880 2 57312612
(Nominee of Savoy Ice Block-I, Banani, Dhaka. Fax: +880 2 9887551
Cream Factory Limited) Director E-mail:niaz.dhk@gmail.com

5 Waqar Ahmad Choudhury House-05, Road-82, Gulshan- Tel: +88 02 9840862

(Nominee of Vanguard 02, Dhaka-1212. Fax: +88 02 9840863
Director
AML BD Finance Mutual E-mail: waqar_bd@yahoo.com
Fund One)
House-66, Road-21, Block-B, Tel: +880 2 9841234
Independent Banani, Dhaka-1213. Fax: +880 2 9887551
6 Ghulam Rasool
Director E-mail: ghulamgrl@yahoo.com
Spring Scarlet, Apartment A1, Tel: +880 2 9841234
Khondkar Atique-E- Independent House 64, Road 18, Block A, Fax: +880 2 9887551
7
Rabbani Director Banani, Dhaka 1213. E-mail: atique.rabbani@gmail.com
House-12, Road-04, Sector-07, Tel: +880 2 9841234
Managing Uttara, Dhaka-1230. IP Phone: +880 9610 008888
8 Henry Hilton
Director Fax: +880 2 9887551
E-mail: henry.hilton@adnsl.net
* Only Chairman and Managing Director of the company are whole time Directors.

(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, Company Secretary,
Legal Advisor, Auditors and Compliance Officer:
Telephone, Fax number
Name Position Address
and e-mail
Tel: +880 2 9841234 Ext.:124
Red Crescent Concord Tower
Md. Enayet Hossain, Chief Financial Officer IP Phone: +880 9610 008888
(19th Floor), 17, Mohakhali
FCMA, CGMA, ACA & Compliance Officer Fax: +880 2 9887551
Commercial Area, Dhaka – 1212.
Email: info@adnsl.net
Tel: +880 2 9841234 Ext.:113
Red Crescent Concord Tower
IP Phone: +880 9610 008888
Md. Monir Hossain, FCS Company Secretary (19th Floor), 17, Mohakhali
Fax: +880 2 9887551
Commercial Area, Dhaka – 1212.
Email: info@adnsl.net
Syed Ishtiaq Ahmed & Concord Ovilash (First Floor), Tel: +880 2 58151535
Associates (SIA & A) Legal Advisor House 62, Road 11A, Fax: +880 258151136
Dhanmondi, Dhaka-1209. E-mail:info@siaalaw.com
Paramount Heights (Level 6) Tel: +880 2 9555915 Ext.:119
Syful Shamsul Alam & Co.
Auditor 65/2/1 Box Culvert Road, Purana Fax: +880 2 9560332
Chartered Accountants
Paltan, Dhaka – 1000, Email: ssac@ssacbd.com

(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses
of the issue manager(s), registrar to the issue etc:
Telephone, Fax number,
Name Address Contact person
E-mail and Web.
Manager to the Issue:
Green City Edge Tel: +880 2 8300555, +880 2 8300367
Md. Sohel Rahman Fax: +880 2 8300396
ICB Capital Management Ltd. (5th & 6th Floor)
Chief Executive Officer E-mail :ceo@icml.com.bd
89 Kakrail
(Additional Change) Web: www.icml.com.bd
Dhaka-1000.

43
Registrar to the Issue:
Tel: +88 02 47120445, +88 02
Jiban Bima Tower (12th 47120446 Ext.:109
Roots Investment Limited Mohammad Sarwar Hossain Fax: +88 02 47120447
Floor) 10, Dilkusha C/A
,Dhaka – 1000. Managing Director(Acting) E-mail:info@rootsinvestment.com
Web: www.rootsinvestment.com

(vi) Details of Credit Rating:

a) The names of all the credit rating agencies from which credit rating has been obtained:
ADN Telecom Limited has been obtaining credit rating since 2013 from Emerging Credit Rating Limited.

b) The details of all the credit ratings obtained for the issue and the issuer:

Entity Rating
Financial Year Rating Date Outlook
Long Term Short Term
2017-18 A+ ST-2 September 13, 2018 Stable
2016-17 A+ ST-2 September 13, 2017 Stable
2015-16 A+ ST- 2 October 02, 2016 Stable
2014-15 A+ ST- 2 October 02, 2015 Stable
2013-14 A+ ST- 2 October 02, 2014 Stable
2012-13 A+ ST- 2 February 24, 2014 Stable
2011-12 A ST-2 February 24, 2013 Stable

The Company has not obtained any rating for its issue.

c) The rationale or description of the ratings (s) so obtained, as furnished by the credit rating agency(s):

As per Credit Rating Report dated September 13, 2018:

Emerging Credit Rating Limited (ECRL) has affirmed A+ (Pronounced as single A plus) long term credit rating and ST-2
short term credit rating to ADN Telecom Limited (Hereafter referred to as ‘ADNTel’ or ‘the company’). The outlook on the
rating is Stable. The assigned rating reflects the strength of the company fundamentals, which is supported by competitive
business position, improved profitability, strong cash balance, up-to-date telecom system, additional client base and prudent
management team. However, ECRL is concerned about entrance of new ISP license holders (Government owned and non-
government owned) in the market in addition current competitive industry scenario, potential changes in regulation by the
authority, which may have an impact on the growth of ADNTel’s market share and profitability. The rating is based on the
audited financial statements of FY 2014-15 to FY 2017-2018 and other qualitative and quantitative information available up
to date of rating.

ADN Telecom Limited is one of the leading ISPs in Bangladesh providing a range of services including internet service, data
service- IPVPN, IP telephony service, Telehouse& hosting, MPLS and IPLC. The company winged on its operational journey
from the year 2003 under the Companies Act, XVIII of 1994 and converted in to a public limited company on July 25, 2012.
The operations of the business are stretched all over the nation and managed from its 5 offices centered in Dhaka,
Chittagong, Sylhet, Faridpur and Khulna. It owns a diverse access network across the whole country through wireless, fiber
and satellite infrastructure. Bangladesh Telecommunication Regulatory Commission (BTRC) has awarded ADNTel
numerous esteem licenses and permission as the Nationwide Internet service provider. ADNTel is also an ISO 9001:2005
certified company. To ascertain this requirement, the company has in place various software and customer care point. It has
placed Quick book Pro & ERP, which has been developed in house.

With the view of expanding its business operations, ADN Telecom Limited is listing its shares in the stock market in
Bangladesh through IPO (Initial Public Offering). On September 05, 2018 it has received consent from Bangladesh
Securities and Exchange Commission to commence electronic bidding by the eligible investors to determine the cut-off price
of its ordinary shares. Proceeds from Initial public offering (IPO) will be used for balancing, modernization, rehabilitation and
expansion of infrastructure development, data centre setup, loan repayment and IPO expenses.

44
The entity’s revenue is generated from both import and export services where local services comprised 57.67% and export
services comprised 42.33% of total revenue which has been growing satisfactorily in the last four financial years due to
addition of new customers as well as new services such as ‘Bulk SMS- Digital business’ to its revenue stream. The company
has been maintaining a renowned local corporate client base including multinational companies as well as government
agencies and embassies. Unilever Bangladesh, Samsung Bangladesh, Chevron, British American Tobacco, British High
Commission in Dhaka, Janata Bank Ltd, Sonali Bank Ltd, Agrani Bank Ltd, Rupali Bank Ltd, Dutch Bangla Bank Ltd, BRAC
Bank Limited and GE Health Care are some of the major customers of ADNTel.

As per audited financial statement, revenue of the company stood at BDT 920.42million exclusive of VAT in FY 2017-18
recording a revenue growth of 11.00% in comparison to 9.53% growth in the preceding year. Data service-IPVPN and
Internet service represents the highest concentration of local revenue with 80.73% and 14.57% respectively which has
helped to retain the growth rate. Various initiatives taken by the government in the arena of information and communication
technology to achieve the goal of ‘Vision 2021’ have accelerated the growth of internet users which has promoted to
increase ADNTel’s revenue in last four financial years.During this period of review country’s internet users has more than
doubled from 38 million (June 2014) to 88 million (June 2018). On the other hand revenue of ADNTelfrom Export service in
terms of MPLS- service also grew by 10% in FY 2017-18 to BDT 424.04 million (2015-16: BDT 385.40 million) driven by
demand of this service outside the local market. Furthermore, the revenues from all other sources have been growing
allowing consistent and healthy growth in the total revenue of the company.

Over the last four financial years, the company has maintained a very consistent and satisfactory gross profit margin, which
reflects the company’s ability to control product costs in line with revenue. In these periods, the gross profit margin of the
company has ranged between 39%-44%, which indicates a very low variance. Therefore, the growth in the gross profit kept
in line with the growth in revenue. However, company is operating expenses, consisting mainly of administrative, distribution
and marketing expenses grew at a higher rate in comparison to the revenue restricting the profit margins to show reflection
of the growth in revenue. During the period under review, the operating profit margin ranged between 17.46%-21.87%,
which shows a sizeable gap between the gross profit margin and the operating profit margin. On the other hand, the liquidity
position of ADN Telecom Limited has been steady throughout the period under review with the current assets of the
company covering its current liabilities by more than 1.50 times in each of the periods. Historically, ADNTel has been an
equity-based company with very low dependence on debt financing. It has sufficient level of cash resources, which
minimizes the company’s need for debt financing. As presented in the table below, the debt to equity ratio of the company
has been very low and stood at 0.15 times in FY 2017-18 as the term loans has gradually been settled to reduce the debt
owed to the NBFIs.

The entity has debt obligation with three financial institutions namely The City Bank Limited, IDLC and IIDFC. The primary
purpose of this debt obligation to manage working capital needs, pay import duty & VAT related cost, import wireless
machinery & equipment of the company. In FY 2017-18 Company has made payments of term loan facility of BDT 20.49
million and BDT 23.29 million respectively to IIDFC and IDLC. As per outstanding position from respective Financial
Institutions, ADN Telecom Limited has total funded outstanding liability of BDT 115.18 million and non-funded outstanding
liability of BDT 34.06 million against the total limit of BDT 387.00 million as on June 30, 2018. Moreover, as per supporting
documents payment pattern of the company is regular.

ECRL views ADN Telecom Limited outlook as Stable considering current business position, demand for the product,
industry outlook and macroeconomic status of the country.

d) Observations and risk factors stated in the Credit Rating Report:

As per Credit Rating Report dated September 13, 2018:

C. BUSINESS RISK ANALYSIS

C.1. Industry Risk:
Being involved in internet service provider business, the incumbent operators have tremendous opportunity to deploy new
products and features, ongoing technological advancements will create new competitors and embolden existing competitors
who lack the legacy cost structure of the incumbents. This competition for customers is expected to limit pricing flexibility,
which in combination with the incremental product development costs and higher marketing expenses, can lead to margin

45
pressure. According to the BTRC, there are 140 nationwide service providers operating in the country and Total 319 ISP
licenses awarded in the category A, 31 licenses in the category B, and 91 licenses in category C. so the competition among
the provider is very intense and those who has maintained core requirements i.e. networking and connectivity are remain in
strong position in the market and ADN Telecom Ltd. has business alliances with among the renowned telecom sector
participants in the world, including Singtel, Orange, TATA Communications and Bharti Airtel. The company’s foothold in the
industry is very strong, with clients including British American Tobacco Bangladesh, Huawei Bangladesh, Chevron
Bangladesh, Janata Bank Limited and Sonali Bank Limited, with Singtel, Orange and TATA Communications being their
business alliance.
C.2. Threat of New Entrance:
According to BTRC, a total of 319 ISP licenses is awarded so far in category A, 31 licenses in category B and 91 licenses in
category C. So if the regulatory body decides to hand more licenses, then the existing Internet Service provider will face stiff
competitions from the new entrants. The capital-intensive nature of the industry instigates significant investment in network
infrastructure for maintenance and the introduction of new services to replace declining legacy products which is likely to be
a permanent characteristic of the internet service industry. Despite the expanding use of telecommunications networks to
deliver a broader array of service offerings the expanding capital spending to elevate the standards of emerging markets like
Bangladesh will hinder free cash flow growth. Fast moving technological trends resulting to reduced asset life cycles;
together with increased competition, the return on investment is likely to be less certain than has been the case for the
industry historically.
C.3. Listing in the stock market
ADN Telecom Limited is listing its shares in the stock market in Bangladesh through IPO (Initial Public Offering). On
September 05, 2018 it has received consent to commence electronic bidding by the eligible investors to determine the cut-
off price of its ordinary shares. Public companies are public property and as such they are expected to comply with the rules
of the markets they populate and are subject to more scrutiny and accountability. In addition, once listed, a lack of demand
normally translates into a low share price, which carries the risk being undervalued at a certain point. In the public markets,
companies’ share prices are not only affected by their own performance, but by the performance of the market and the
economy as a whole.
C.4. Potential and Existing Government Regulation
The regulatory body of Internet service industry of Bangladesh – Bangladesh Telecommunication Regulatory Commission
(BTRC) dictates the telecommunication regulation to a great extent. ADN Telecom Limited has been awarded the license of
ISP with some specific conditions, which must be fulfilled within certain time limit. Among them four is listed in the Dhaka
Stock exchange with several years of operational experience. The company is also operating under The Companies Act
1994 and local tax policies. As such, any adverse changes in those policy and regulations may impact the company’s
operations and expansion plan. However, it must be noted it is an industry risk and not company specific risk.
C.5. Risk of Frequent Technological Changes & Mitigation Policy
Explosion in technological innovation has transformed the global network bringing the businesses, consumers and people
closer together. The re-structuring of the communications industry has been stimulated by the growth in technology that has
encouraged cell phone manufacturers to introduce handsets that would bring convenience to the customers. The frequent
changes in the technological sector have increased the business risks in the IT companies as they have to keep up with the
changing technological world.
C.6. Exchange Rate Risk
Globalization has made it possible for companies to access resources that would make their businesses viable. This has
exposed companies to exchange rate risks as they can be seen to import as well as export goods from various countries or
do business with companies residing in those companies. The fluctuation in currencies could hamper company profits and
thus, they could mitigate by entering into forward contracts or other financial derivative instruments. ADNTel is dependent on

46
import as well as export the payment/ receipt against export service is received in foreign currency and thus is exposed to
this risk.
C.7. Interest Rate Risk
To import IT equipment and networking equipment, ADN Telecom Limited is availing financing facility from various financial
institution. Interest rate is fixed for the time being. But due to economic cal change interest may fluctuate which may impact
on profitability and cash flow. As per bank correspondence, the company is paying off its finance cost properly.
C.8. Disaster Risk Management
Disaster remains a major issue for ADN Telecom Limited. They are susceptible to face natural and human made disasters
such as fire cyber attack, hurricane, and earthquake. These may hamper ADNTel’s operation. The company has
infrastructure sharing agreement with Grameen phone Ltd, Fibre@Home and Summit Communications. All vendors will
ensure that ADN Telecom Limited gets unhindered and round-the-clock access support. Additionally the company has
Twenty five servers located in two different places, so any kind of interruption i.e. Technical difficulties in one server can be
tackled by another server. To minimize operating risk of the company, it has burglary, House breaking and fire insurance
policy with Reliance Insurance Limited. The twenty five servers of the respective entity are situated in the same tectonic
plates, which could be a major risk for the company. As any kind of earth tremor could significantly impact on ADNTel’s
operations.
C.9. Human Resource and Knowledge Management
IT company’s’ most important assets are human resources and accumulated knowledge. The outflow of professionals to
developed markets has a two-fold impact on domestic firms. These are high employee attrition rates and increasing wages.
In this regard, it is necessary to motivate IT Personnel to work on domestic market. So the company need to emphasis on
HR policy to retain qualitative manpower.
D. FINANCIAL RISK ANALYSIS
The rating process was based on qualitative aspects, which are based on the company’s policies in relation with the
operating strategies, financial leverage, and ultimate financial goals of the companies. For this purpose of the overall
financial risk assessment of the company, ECRL divided the financial portion into five different criteria which are Profitability
Analysis, Liquidity Analysis, Cash flow Analysis, Asset Management, Capital Structure, and overall Financial Flexibility.
Detailed analysis is presented below:
D.1. Profitability
Exhibit 4: Selected Indicators: ADN Telecom Limited

FYE 30 June 2017-18 2016-17 2015-16 2014-15

Revenue (BDT in millions ) 920.42 829.45 757.32 617.30
Revenue Growth (%) 11.00 9.53 22.68 20.31
COS (BDT in Millions) 515.14 481.88 460.00 375.51
COS Growth (%) 6.90 4.76 22.50 30.94
Gross Profit (BDT in millions) 405.28 347.57 297.32 241.80
Operating Profit (BDT in millions) 201.27 176.29 141.02 107.80
Profit before Tax (BDT in millions) 182.31 152.17 125.05 95.80
Net Profit After Tax (BDT millions) 119.63 105.93 87.76 64.67
Gross Profit Margin (%) 44.03 41.90 39.26 39.17
Operating Profit Margin (%) 21.87 21.25 18.62 17.46
Net Profit Margin (%) 13.00 12.77 11.59 10.48
ROA (%) 8.37 8.56 8.21 6.80
ROE (%) 14.18 14.64 14.76 12.69

FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

47
The entity’s revenue is generated from both import and export services which has been growing satisfactorily in the last four
financial years due to addition of new customers as well as new services such as Bulk SMS- Digital business to its revenue
stream. The company has been maintaining a renowned corporate client base including multinational companies as well as
government agencies and embassies. Unilever Bangladesh, Samsung Bangladesh, Chevron, British American Tobacco,
British High Commission in Dhaka, Janata Bank Ltd, Sonali Bank Ltd, Agrani Bank Ltd, Rupali Bank Ltd, Dutch Bangla Bank
Ltd, BRAC Bank Limited, GE Health Care, are some of the major customers of ADNTel.

As per audited financial statement, revenue of the company stood at BDT 920.42 million in FY 2017-18 exclusive of VAT
recording a growth of 11.00% in comparison to 9.53% growth in the preceding year. Local services generated 57.67% of
total revenue while the remaining 42.33% is derived from export services. Data service-IPVPN and Internet service
represents the highest concentration of local revenue with 80.73% and 14.57% respectively which has helped to retain the
growth rate. Various initiatives taken by the government in the arena of information and communication technology to
achieve the goal of ‘Vision 2021’ have accelerated the growth of internet users which has promoted to increase ADNTel’s
revenue in last four financial years.
During this period of review
country’s internet users has more
than doubled from 38 million (June
2014) to 88 million (June 2018).On
the other hand revenue of
ADNTelfrom Export services,
particularly, MPLS- service also
grew by 10% in FY 2017-18 to BDT
424.04 million (2015-16: BDT
385.40 million) driven by demand of
this service outside the local market.
Furthermore, the revenues from all
other sources have been growing
allowing consistent and healthy
growth in the total revenue of the
company.

Exhibit 6: Selected Indicators: Revenue to Profit Margin

During FY 2017-18 ADN Telecom Ltd’s total cost base increased by 6.90% to BDT 515.14 million (2016-17: BDT 481.88
million), contributed by increase in bandwidth purchase to meet its customer demands as well as fiber lease rent, POP
expense and depreciation charge. Over the last four financial years, the company has maintained a very consistent and
satisfactory gross profit margin, which reflects the company’s ability to control product costs in line with revenue. In these
periods, the gross profit margin of the company has ranged between 39%-44% which indicates a very low variance.

48
Therefore, the growth in the gross profit kept in line with the growth in revenue. However, company’s operating expenses,
consisting mainly of administrative, distribution and marketing expenses grew at a higher rate in comparison to the revenue
restricting the profit margins to show reflection of the growth in revenue. During the period under review, the operating profit
margin ranged between 17.46%-21.87%, which shows a sizeable gap between the gross profit margin and the operating
profit margin. The major component of administrative and marketing expenses, i.e. salary and allowances, together with
other expenses has been increasing at a higher rate every year with expansion of business and increasing revenues. As a
result, the company has not been able to capitalize on the opportunity to leverage its increasing revenues to magnify
profitability.With 13.36% growth over the previous year, the net profit after tax amounted to BDT 128.72 million while net
profit margin stood at 13.98% in FY2018. ROA dropped slightly from 8.54% (FY 2016-17) to 8.37% as total assets grew by
15.14% which was higher in comparison to the 10.97% growth of revenue in FY 2018. ROE has also slightly decreased in
FY 2017-18 due to gradual increase in the equity base of the company.
D.2. Liquidity Analysis:
Exhibit 8: Selected Indicators: ADN Telecom Limited.

FYE 30 June 2017-18 2016-17 2015-16 2014-15

Current Ratio (x) 1.58 1.71 1.57 2.02
Quick Assets Ratio (x) 1.57 1.70 1.56 1.95
Trade Receivables (days) 113 97 94 89
Trade Payables (days) 105 81 78 66
Inventory Turnover (days) 2 1 6 9
Cash Conversion Cycle (days) 10 18 22 32
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

35000000 35
30000000 30
25000000 25
Receivables
20000000 20
Payables
15000000 15
CFO
10000000 10
Cash Conversion cycle
50000000 5
0 0
2014-15 2015-16 2016-17 2017-18

The liquidity position of ADN Telecom Limited has been steady throughout the period under review with the current assets of
the company covering its current liabilities by more than 1.50 times in each of the periods. With growth in business, the
current assets of the company have grown and majority of ADNTel’s current assets is contributed by trade receivables
(57.94%) whereas advance, deposits & prepayments represent 31.39% of current assets in FY 2018. The quick assets ratio
is quite similar to the current ratio as ADNTel holds very insignificant amount of inventories due to the nature of its business.
ADN Telecom Limited mostly operates in a B2B model with a portfolio of renowned companies, which requires the company
to provide credit facilities to its customers in order to remain competitive in the market and maintain good relationship with its
customers. This is further reflected in its receivable days; however, 54.59% of the total receivables are aged from 1-30 days
as the company charges its client both on prepaid and postpaid basis. Moreover, amount of bad debts written off during the

49
year is trivial and provision for bad debts is also low. On the other hand, the company is capable of deferring its payments to
suppliers. Over the recent years, it has been deferring payments for longer periods creating an indirect source of funding.
Taking all these into account, the cash conversion cycle (CCC) of the company is low and in FY2018 which stood at 10 days
which indicates the cash inputs of the company in its operations are turned into cash outputs quickly allowing higher
utilization of its resources.

D.3. Cash-flow Coverage

Exhibit 9: Selected Indicators: ADN Telecom Limited.

FYE 30 June 2017-18 2016-17 2015-16 2014-15

CFO (BDT in Millions) 152.58 155.83 204.29 9.35
CFO Interest Coverage (x) 11.58 8.94 20.13 1.08
CFO Debt Coverage (x) 1.18 1.05 1.20 0.05
CFO Short-Term Debt Coverage (x) 2.38 2.77 5.39 0.25
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements
Cash flow from operation is one of the most important parameter to measure financial stability of any organization. The
operations ADN Telecom Limited have consistently generated surplus and satisfactory stream of cash flows throughout the
periods under review. In FY2017-18, the CFO amounted to BDT 152.58 million which covered the financing expenses of the
company by 11.43 times. The interest coverage in the other periods under review has been commendable as well. On the
other hand, CFO also covered the company’s debt obligations by 1.25 times in FY2017-18, up from 1.05 times in FY2016-
17.

D.4. Leverage & Capital Structure

Exhibit 10: Selected Indicators: ADN Telecom Limited.

FYE 30 June 2017-18 2016-17 2015-16 2014-15

Debt-to-Equity (x) 0.15 0.25 0.29 0.40
Interest Coverage ratio 13.75 12.60 16.71 11.88
Total Liabilities to Total Assets (x) 0.41 0.42 0.44 0.46
Long Term Debt Ratio (x) 0.08 0.17 0.22 0.32
Short Term Debt Ratio (x) 0.07 0.08 0.06 0.07
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

Historically, ADNTel has been an equity based company with very low dependence on debt financing. It has sufficient level
of cash resources which minimizes the company’s need for debt financing. As presented in the table above, the debt to
equity ratio of the company has been very low and stood at 0.15 times in FY 2017-18 as the term loans has gradually been
settled to reduce the debt owed to the NBFIs. During FY2017-2018, ADNTel’s total equity has increased by 16.53%
whereas its total debt has decreased by 15.13% which constitutes to decrease its leverage position. Total liability to total
assets reached to 0.41 times in FY 2017-18 indicating that 41% of its total asset is funded by debt. Moreover long term debt
ratio as well as short term debt ratio has decreased in FY 2017-18 indicating the company has paid off installment of
principal outstanding during the year. In addition that interest coverage ratio represents 13.75 times indicates the company
has sufficient profit from operation available to pay off its finance cost.

50
D.5. Bank Facilities & Credit History
Exhibit 11: Bank Loan: ADN Telecom Limited (As on June 30, 2018)

Name of Bank Existing Outstanding Total Limit (BDT in

Types of Loan
/NBFI (BDT in Millions) Millions)
Letter of Credit (At sight) 10.57 110.00
Letter of credit (Deferred) Nil (110.00)
Acceptance (inner limit) Nil (110.00)
Import loan ( inner limit) 20.27 (99.00)
Letter of credit (At sight) Nil 50.00
The City Bank Import loan( Inner limit) 5.23 (45.00)
Limited Letter of guarantee 12.20 15.00
Loan against TR Nil (18.00)
Revolving short term loan Nil 20.00
Overdraft Nil 5.00
Sight LC Revolving III Nil (20.00)
Total 48.27 200.00
Term Loan 38.80 70.00
IDLC Lease Finance 7.60 20.00
Total 46.40 90.00
Term Loan 50.88 77.00
IIDFC
Lease finance 3.69 20.00
Total 54.57 97.00
Grand Total 149.24 387.00
The entity has debt obligation with three financial institutions namely The City Bank Limited, IDLC and IIDFC. The primary
purpose of this debt obligation is to manage working capital needs, import all types of modem, to pay import duty VAT
related cost, import wireless machinery & equipment of the company. In FY 2017-18 Company has made payments of term
loan facility of BDT 20.49 million and BDT 23.29 million respectively to IIDFC and IDLC. As per outstanding position from
respective Financial Institutions, ADN Telecom Limited has total funded outstanding liability of BDT 115.18 million and non-
funded outstanding liability of BDT 34.06 million against the total limit of BDT 387.00 million as on June 30, 2018. Moreover,
as per supporting documents payment pattern of the company is regular.

(vii) Following details of underwriting:

a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the
underwriters and the amount underwritten by them:

Amount
Name and Address of the Telephone, Fax No.
Sl Contact person underwritten
underwriters and e-mail address
in BDT
ICB Capital Management Ltd. Md. Sohel Rahman Tel: +880 2 8300555
Green City Edge (5th & 6th Floor), Chief Executive Officer +880 2 8300367
1 199,500,000
89 Kakrail, Dhaka-1000. (Additional Charge) Fax: +880 2 8300396
E-mail :ceo@icml.com.bd
Total 199,500,000

51
b) Declaration by the Underwriter:

We are the underwriter of the Initial Public Offering (IPO) of ADN Telecom Limited. We underwrite totaling to BDT
199,500,000.00 (Nineteen crore Ninety Five lac) on a firm commitment basis. In this connection, we hereby declare that:

We have sufficient resources as per the regulatory requirements to discharge our respective obligations.

For Underwriter

Sd/-
(Md. Sohel Rahman)
Chief Executive Officer (Additional Charge)

Place: Dhaka
Date: September 20, 2017

c) Major Terms and Conditions of the Underwriting Agreements:

1. The Underwriter shall underwrite BDT 199,500,000 out of the total amount raised on a firm commitment basis.
This commitment is irrevocable and unequivocal.
2. In case of under-subscription in any category by up to 35% in an Initial Public Offer, the undersubscribed portion of
securities shall be taken up by the underwriter.
3. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed securities shall be
taken up by the underwriter.
4. The underwriting agreement and the underwritten amount and allocation of underwriting portion shall be revised
after completion of the bidding period, where the cut-off price will be determined at nearest integer of the lowest
bid price at which the total securities offered to eligible investors would be exhausted. The public offering
price will be determined at 10% discount (at nearest integer) from the cut-off price.
5. The issuer, in the event of under subscription, shall send notice to the underwriter(s) within ten days of closure of
subscription calling upon them to subscribe the securities and pay for this in cash in full within fifteen days of the
date of said notice and the said amount shall be credited into securities subscription account within the said
period. If payment is made by Cheque/ Bank Draft by the underwriter it will be deemed that the underwriter has not
fulfilled his obligation towards his underwriting commitment under this agreement, until such time as the Cheque/
Bank Draft has been encashed and the Company’s account credited. In any case within 7 (seven) days after the
expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and deposit of money by
the underwriter to the Commission.

In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said
underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment
under this Agreement and also other penalties as may be determined by the Commission may be imposed.

In the case of failure by the underwriter to pay for the shares within the stipulated time, the Company/issuer will be
under no obligation to pay any underwriting commission under this Agreement.

In the case of failure by the Company to call upon the underwriter for the aforementioned purpose within the
stipulated time, the Company and its Directors shall individually and collectively be held responsible for the
consequences and/or penalties as determined by the Bangladesh Securities and Exchange Commission under the
law.

6. The Company shall pay to the underwriter an underwriting commission at the rate of 0.40% of the amount
underwritten hereby agreed to be underwritten by it.

52
(c) Capital Structure:
(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates, nominal
price, issue price and form of consideration:

Issue
Number of Class of Allotment Nominal Form of
Particulars Price
Shares Securities Date Price (BDT) Consideration
(BDT)
Authorized Capital 200,000,000 Ordinary Share - 10 - -
Issued, Subscribed and Paid up capital:
First (at the time of
200,000 Ordinary Share 22-09-2003 10 10 Cash
incorporation)
Second 7,800,000 Ordinary Share 28-05-2005 10 10 Cash
Third 3,200,000 Ordinary Share 06-06-2010 10 10 Cash
Fourth 6,160,000 Ordinary Share 01-04-2012 10 10 Bonus Share
Fifth 3,569,583 Ordinary Share 08-01-2014 10 30 Cash
Sixth 20,929,583 Ordinary Share 27-09-2016 10 10 Bonus Share
Seventh 3,000,834 Ordinary Share 07-06-2017 10 15 Cash
Total 44,860,000

(ii) Size of the present Issue, with break-up (number of securities, description, nominal value and issue amount):

Percentage Number of Nominal Issue Amount

Particulars Description
(%) Securities Value (BDT)
EI excluding Mutual
Eligible 50.00 9,895,833 98,958,330
Funds & CIS
investors (EI)
Mutual Funds & CIS 10.00 1,979,167 Ordinary 19,791,670
10.00
General Public Share
General Public 30.00 5,937,500 59,375,000
excluding NRB
(GP)
NRB 10.00 1,979,166 19,791,660
Total 100.00 19,791,666 197,916,660

(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share
premium account (before and after the issue);
Particulars Amount in BDT
Paid up capital before the present issue (as on June 30, 2017) 448,600,000
Paid up capital after the present issue 646,516,660
Paid up capital after conversion of convertible instruments (if any) N/A
Share premium account before the present issue (as on June 30, 2017) 83,005,464
Share premium account after the present issue 455,088,786

(iv) Category-wise shareholding structure with percentage before and after the present issue and after conversion
of convertible instruments (If any):
Summary of category wise shareholding structure with percentage before and after the present issue is as follows:
No. of Shares Percentage (%)
SL. No. Category of Shareholders
Before IPO After IPO Before IPO After IPO
1 Directors & Sponsors 33,337,334 33,337,334 74.31% 51.56%
2 Shareholders other than Directors & Sponsors 11,522,666 11,522,666 25.69% 17.82%
3 EIs Other than Mutual Fund & CIS - 9,895,833 - 15.31%
4 Mutual Fund & CIS - 1,979,167 - 3.06%
5 General Public - 5,937,500 - 9.18%
6 NRB - 1,979,166 - 3.06%
Total 44,860,000 64,651,666 100.00% 100.00%

53
(v) Where Shares have been issued for consideration in other than cash at any point of time, details in a separate
table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price,
consideration and valuation thereof, reason for the issue and whether any benefits have been accrued to the issuer
out of the issue:

Persons to Relationship Reasons No. of

Date of Issue Consideration Benefits from
whom those with the for the shares
Issue Price and Valuation the Issue
are issued Issuer issue allotted
Asif Mahmood Chairman 2,200,000
Md. Moinul Islam Director 1,155,000
Md. Mahfuz Ali Sohel Director 1,155,000
Khandker Mahmooda Saeed Director 522,500
Distribution Enhancement
Md.Abu Yousof Zakaria Shareholder 302,500
10 Other than of of capital base
01-04-2012 Mohammad Ali Sarker Shareholder 302,500
cash (Bonus) accumulated and
Mamonoor Rashid Shareholder profit 302,500
Re-investment
Abdul Matin Miazi Shareholder 88,000
Md. Enayet Hossain Shareholder 88,000
Henry Hilton Shareholder 22,000
Pradip Kumar Dey Shareholder 22,000
Asif Mahmood Chairman 6,200,000
Md. Moinul Islam Director 3,255,000
Md. Mahfuz Ali Sohel Director 3,255,000
Khandker Mahmooda Saeed Director 1,172,500
Md.Abu Yousof Zakaria Shareholder 852,500
Mohammad Ali Sarker Shareholder 852,500
Mamonoor Rashid Shareholder 852,500
Abdul Matin Miazi Shareholder 248,000
Henry Hilton Shareholder 62,000
Pradip Kumar Dey Shareholder 62,000
SEAF Bangladesh Ventures Limited Shareholder 643,333
Distribution Enhancement
SEAF Bangladesh Ventures LLC. Shareholder 642,916
Other than of of capital base
27-09-2016 ADN Technologies Limited Shareholder 10 100,000
cash (Bonus) accumulated and Re-
City Bank Capital Resources Limited Shareholder profit investment 966,667
ADN Telecom Limited Employees
Shareholder 100,000
Provident Fund
GSP Finance Company
Shareholder 350,000
(Bangladesh) Limited
Kh. Moinul Ahsan Shamim Shareholder 100,000
Vanguard AML BD Finance
Shareholder 666,667
Mutual Fund One
Digicon Technologies Limited Shareholder 300,000
KJS Enterprise Limited Shareholder 80,000
Saifullah Abdullah Solenkhi Shareholder 17,000
Khilfat Jahan Johaira Shareholder 151,000
Total 27,089,583

* The company changed the denomination of face value of share from BDT 100 to BDT 10 on 25 July, 2012.

(vi) Where Shares have been allotted in terms of merger, amalgamation or acquisition details of the scheme and
shares allotted;

The Company has not allotted any shares in terms of any merger, amalgamation or acquisition scheme.

(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise
details of equity shares issued under the schemes, including the price at which such equity shares were
issued:

The Company did not issue any equity shares under one or more stock option schemes to its employees.

54
(Viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the
preceding two years, specific details of the names of the persons to whom such specified securities have been
issued, relation with the issuer, reasons for such issue and the price thereof:
The issuer has not made any issue of specified securities at a price lower than the issue price during the preceding two
years.
(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital structure by way of
issue of specified securities in any manner within a period of one year from the date of listing of the present issue:
The Company has no such decision or plan, contract, negotiation and consideration to alter its capital structure by way of
issue of specified securities in any manner within a period of one year from the date of listing of the present issue.

55
(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares, face value, issue price,
consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period and the number and percentage of pledged
shares, if any, held by each of them:

No. of Share held by sponsors and directors

Waqar
Ahmad
Niaz Ahmed Choudhury
(Nominee of (Nominee of Face
Date of Asif Md. Md.Abu
Md. Moinul Mohammad Mamonoor value Issue
Allotment/Shares Nature Mahmood
Islam
Mahfuz Ali Savoy Ice Vanguard Yousof
Ali Sarker Rashid
Conside
of Price
Lock in
were made fully of Issue Sohel Cream Factory AML BD Zakaria -ration Period
share (BDT)
paid up Limited) Finance (BDT)
Mutual Fund
One)
Director Director Director
Director Director Sponsor Sponsor Sponsor
(Sponsor) (Sponsor) (Sponsor)
22-09-2003
(Subscription of 40,000 40,000 40,000 - - 10,000 10,000 10,000 Cash 10 10
MoA)
28-05-2005
1,560,000 1,560,000 1,560,000 - - 390,000 390,000 390,000 Cash 10 10
(Allotment)
18-04-2010
800,000 - - - - - - - Cash 10 0.94
(Transfer)
06-06-2010
1,600,000 500,000 500,000 - - 150,000 150,000 150,000 Cash 10 10
(Allotment) Ordinary
01-04-2012 Shares
2,200,000 1,155,000 1,155,000 - - 302,500 302,500 302,500 Bonus 10 10 3
(Allotment)
Years
08-01-2014
- - - - 666,667 - - - Cash 10 30
(Allotment)
22-10-2014
- - - - - - - - Cash 10 30
(Transfer)
27-09-2016
6,200,000 3,255,000 3,255,000 - 666,667 852,500 852,500 852,500 Bonus 10 10
(Allotment)
05-06-2018
- - - - - - - - Cash 10 10
(Transfer)
19-08-2018
- - - 1,345,000 - Cash 10 10

56
 (Transfer)
Total 12,400,000 6,510,000 6,510,000 1,345,000 1,333,334 1,705,000 1,705,000 1,705,000 - - - -
Pre –IPO 27.64% 14.51% 14.51% 3.00% 2.97% 3.80% 3.80% 3.80% - - - -
Percentage (%) Post- 19.18% 10.07% 10.07% 2.08% 2.06% 2.64% 2.64% 2.64%
- - - -
IPO

*The company changed in the denomination of face value of share from BDT 100 to BDT 10 on 25 July 2012.
**Lock in for three years from the first trading day in the stock exchange.

57
(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified
securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their
related parties within six months immediate preceding the date of filing the red–herring
prospectus/prospectus/information memorandum:
The details of the aggregate shareholding of the sponsors and directors after transfer of shares within six months immediate
preceding the date of filing the prospectus are given below:
Number of Details of Transfer/Purchase
Name of Shares Aggregate
Sl Sponsor & Position before Number of Transferor shareholding
Date
Director Transfer/ Shares in Number
Purchase
1 Asif Mahmood Chairman 12,400,000 - - - 12,400,000
Md. Moinul
2 Director 6,510,000 - - 6,510,000
Islam
Md. Mahfuz Ali
3 Director 6,510,000 - - - 6,510,000
Sohel
Niaz Ahmed
(Nominee of Khandker
4 Savoy Ice Director - 19-08-2018 1,345,000 Mahmooda 1,345,000
Cream Factory Saeed
Limited)
Waqar Ahmad
Choudhury
(Nominee of
5 Vanguard AML Director 1,333,334 - - - 1,333,334
BD Finance
Mutual Fund
One)
Managing
6 Henry Hilton Director (Ex- 124,000 - - - 124,000
officio)
Md.AbuYousof Sponsor
7 1,705,000 - - - 1,705,000
Zakaria Shareholder
Mohammad Ali Sponsor
8 1,705,000 - - - 1,705,000
Sarker Shareholder
Mamonoor Sponsor
9 1,705,000 - - - 1,705,000
Rashid Shareholder
Total : 31,992,334 33,337,334

(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the
issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the
percentage of the securities represented by such ownership including number of equity shares which they would
be entitled to upon exercise of warrant, option or right to convert any convertible instrument:
Quantity of Pre-IPO
Sl. Name of the Shareholders Address
Securities Held percentage (%)
Charukunjo, Apt. # 2A, 77 Gulshan Avenue,
1 Asif Mahmood 12,400,000 27.64
Gulshan, Dhaka-1212.
House # 48/2, Shiddeshwari Lane,
2 Md. Moinul Islam 6,510,000 14.51
Shantinagar, Ramna Dhaka-1217
Flat # S-6, Road # 04, House # 22, Green
3 Md. Mahfuz Ali Sohel 6,510,000 14.51
View Apartment, Dhanmondi, Dhaka-1205.

58
(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or
employees as group, indicating the percentage of outstanding shares represented by the securities owned:
No officer/executive holds any share of the Company individually or as a group except the followings:
Percentage (%) of
Sl. Name of the Officers Position Number of Share Owned
ownership
1 Asif Mahmood Chairman 12,400,000 27.64
2 Henry Hilton Managing Director * 124,000 0.28
3 Abdul Matin Miazi Chief Commercial Officer 296,000 0.66
4 Saifullah Abdullah Solenkhi Director, IT & Strategy 34,000 0.08
*Managing Director of the company is an Ex-Officio member of the Board and Shareholder of the Company.
(d) Description of the Business:
(i) The date on which the issuer company was incorporated and the date on which it commenced operations and
the nature of the business which the company and its subsidiaries are engaged in or propose to engage in:

Particulars Description
Date of Incorporation 22-09-2003
Date of Commercial
22-09-2003
Operation
The principal activities of the company includes providing seamless, secured data and
internet connectivity to various grades of customers using fiber, satellite and wireless
solutions. ADNTel has been providing services in the market with a high level of success
since 2003. ADNTel is the prime service provider for domestic and international connectivity
services and solutions duly authorized by the Bangladesh Telecommunication Regulatory
Nature of the business Commission (BTRC).
ADNTel is a first tier telecom service provider as well as an IT Enabler Service provider. Its
range of products allow it to deliver service to mostly corporate, B2B, government, financial
institutions, etc. There are future plans to expand coverage to include B2C products and
services.
Subsidiaries The Company has no subsidiaries.

(ii) Location of the project:

As ADNTel is a service-oriented company, therefore it does not have any specific project locations. However, most of the
existing projects are located both in its registered office and in the other offices of the Company. Also, the locations of the
upcoming projects have been mentioned in Section – XXII under the head of “Use of Proceeds”.

59
Current POP Locations of ADN Telecom:

A graphical presentation of POP locations is given below:

List of POP and their addresses are given below:

Sl. POP Name Location Address

Red Crescent Concord Tower (19th Floor), 17, Mohakhali Commercial Area, Bir
1 RCC POP
Uttam AK Khandakar Rd, Dhaka.
2 Motijheel POP 10 Dilkusha C/A, Jiban Bima Bhaban, Dhaka.
3 Uttara POP H # 76, R # 2, Sector # 3, Uttara, Dhaka.
4 Dhanmondi POP Concord Royal Court, (4th Floor), Plot # 275 (G) Road # 27, Dhanmondi, R/A, Dhaka.
5 Karwan Bazar POP 3/B, AC Bhaban,5th Floor,Karwanbazar, Dhaka.
6 Panthapath POP Firoz Tower, 152/3-B, Green Road, Panthapath, Dhaka.
7 Gulshan -1 POP House#6, Road-133, Gulshan 1, Dhaka.
8 Gulshan -2 POP East Nibash, 138 Gulshan Avenue, Gulshan 2, Dhaka.

60
9 Banani Bazar POP H # 15/A, R # 5, Block # F, Banani, Dhaka.
10 Baridhara POP Ka-9/A, Road # 12, Baridhara, Dhaka.
11 Mirpur-10 POP Paradise Home Complex, H # 19, R # 02, Section # 10, Mirpur, Dhaka.
12 Nawabpur POP 161, Nawabpur Road,Khan Electric Market , 10th FL ,Dhaka.
13 Shantinagar POP 24/3 Bir Uttam Samsul Alam Road,Chameli Bag, Shantinagar, Dhaka.
14 Wari POP 28/1, Gardenia Cyber Café, Rankin Street, Wari, Dhaka.
15 Tongi POP Sena Kallayn Comercial Complex ,Pl-9, Block -F, Tongi Bazar, Gazipur
16 Chandra POP Niagra Textile, Chandra Mor, Gazipur .
17 Gazipur POP Sheikh Monzil, Post- Chandana, Joydebpur Chourasta, Gazipur
18 Savar EPZ POP Fahami Garments, Baipail, Near Epz, Savar, Dhaka
19 Savar GQ POP Gq Plastic Factory, Genda , Savar.
20 Narayanganj POP 230/1,Lutfa Tower , 12 Fl, Bb Road, Chashara , Narayanganj.
Sarker Tower, 10th Fl , 1103/B, Barek Building Cercle, Agrabad , Goshaildanga,
21 Ghoshaildanga POP
Chittagong
22 GEC POP Ifco Complex ,1147/A,East Nasirabad, Cda Avenue, Gec Circle, Chittagong
23 Agrabad POP 95, Agrabad C/A,(2nd FL) Chittagong
24 CEPZ POP BEPZA Administrative Building 1st Floor , CEPZ, Chittagong.
25 Kalurghat POP Hazi Mustafa Bhaban, Sec-2764/D, Cnb, Kalurghat, Chittagong.
Bepza Administrative Building ,Ground Floor, Karnaphuli Epz,North Potenga,
26 KEPZ POP
Chittagong
27 Lalkhan Bazar POP Setra Ahmed 357,Tangkir Pahar, Lalkhan Bazar,Chittagong.
28 Sylhet POP Garden Tower, Shahjalal Bridge Link Road, Sylhet.
Rikabibazar POP-
29 White Rose Shopping Center, Ideal Hospital Building , Rikabibazar, Sylhet
Sylhet
30 Khulna POP 25-26,KDA Commercial Area, Upper Jessor Road, Khulna.
31 Barisal CLP Basar Road,Barisal
32 Patuakhali CLP Notun Bazar, Patuakhali Sadar, Patuakhali.
33 Bhola CLP Near Govt Boys High School, Bhola Town, Bhola Sadar, Bhola.
34 Brahmanbaria CLP Madrasa Road,Kandi Para Brahmanbaria
35 Chandpur CLP Shapla Sattar,Chandpur Sadar,Chandpur
36 Comilla CLP Satter Khan Complex, Monohorpur, Sadar, Comilla
37 Cox's Bazar CLP Burmese Market, Cox's Bazar
38 Feni CLP Rahman Market, Housing-23, Pargasia Road, Feni
39 Laxmipur CLP Laxmipur Town.
40 Noakhali CLP Maijdee Super Market,Super Market Maijdee,Noakhali
41 Mawna CLP Mulaid, Maona, Sreepur, Gazipur.
42 Gopalganj CLP Vobanipur, Gopalganj Sadar, Gopalganj
43 Jamalpur CLP Robbani Plaza, Doya Moye Road, Jamalpur
44 Kishoreganj CLP Castle Salam, Holding No- 613, Borobazar, Kishoreganj Sadar, Sadar, Kishoreganj
45 Madaripur CLP Raintreetola, Main Road, Puran Bazaar, Madaripur
46 Munshiganj CLP 600, Khacharir More, Lichutola, Munshiganj.
47 Mymensingh CLP Mymensing Railway Station,Mymensing.
48 Narsingdi CLP Souradipark, Narsingdi.

61
 49 Netrokona CLP Syed Manson , Tere Bazar Road, Natrakuna
50 Tangail CLP Mukta Hospital Bindubashini Girls School Road Tangail
51 Bagerhat CLP Shaltola Super Market,Shaltola, Bagerhat
52 Chuadanga CLP Hospital Road, Chuadanga Sadar, Chuadanga
53 Jessore CLP Al-Amin Machineary, RN Road, Jossore Sadar, Jossore
54 Jhenaidah CLP Sugandha Rest House, B.B Road, Jhenaidah
55 Kustia CLP 155, Nabab Sirajuddoula Road, Bahadur Khalid, Kustia
56 Magura CLP Madina Building, Syed Ator Ali Road, Magura Sadar, Magura.
57 Narail CLP Kollol Super Market , Kalibari Road , Narail
58 Satkhira CLP Boro Bazar, Satkhira.
59 Bogra CLP Borogola, Bogra
60 Chapainawabganj CLP Baten Kha'r Mor,Arambag, Chapainawabganj
61 Joypurhat CLP Sattar Market, Joypurhat
62 Natore CLP M. Holding No. 539/A, Kanaikhali, Sadar, Natore
63 Naogoan CLP Chawkmuktar,Naogaon Sadar,(Opposite Of Borendra Office),Naogaon
64 Pabna CLP Chapamosjid Road,Pabna
65 Rajshahi CLP Rajshahi Bsc, Uposhahar,Rajshahi
66 Sirajganj CLP Jaman Complex S S Road, Sirajganj
67 Thakurgaon CLP Hotel Salam International,North Circular Road,Thakurgaon.
68 Rangpur CLP Chachlen Road,Jumma Para, Rangpur
69 Gaibandha CLP V-Aid Road ,Master Para, Gaibandha
70 Dinajpur CLP Holding #474/422, Ward#A, Maldahpatty, Sadar, Dinajpur
71 Habiganj CLP Dakghar Road ,Habiganj
72 Moulvibazar CLP 103 Central Road, Moulvibazar
73 Sunamganj CLP Holding No- 758, Notunpara, Sadar, Sunamgonj

(iii) Plant, machinery, technology, process etc.:

ADNTel neither manufacture any material/ physical product and nor have any plants or related major machineries.
Data Center for ADNTel Infrastructure:
ADNTel has Data Centers for its infrastructure and network. Data Centers ensure the following features:
 Raised floor and sandwich panel for environment control
 Precision Air-conditioner
 Multilevel Security System – Manned, Electronic, Biometric
 Closed Circuit Camera - full recording and live monitoring
 Fire control
 1+1 UPS
 1+1 Genset
 N+1 Battery Bank
 N+1 Rectifier
 Security - Physical, Biometric Access

62
Infrastructure Backbone:
Network Operations Centers (NOC) are established in several central locations from where ADNTel network administrators
manage, control and monitor one or more networks. We have NOC at Mohakhali and Motijheel in Dhaka as well as in
Chittagong, Sylhet and Khulna.
Regional Aggregation Hubs (RAH) are established at geographically, commercially and technologically important places
such as all Divisional Headquarters and Technical District Headquarters. All RAH act as a regional aggregation point and
are connected to the Dhaka HQ through Fat Pipe with active redundancy. At present ADNTel has RAH at Dhaka,
Chittagong, Sylhet and Khulna. In the near future, RAH will be established at Bogra, Rajshahi, Rangpur, Barisal, Comilla,
Mymensingh and Kushtia.
District Aggregation POP (DAP) is district level POP and connects with the nearest RAH. DAP also connects nearest
upazilla level Collocated POPs (CLP).
Collocated POPs (CLP) are located at different areas in Bangladesh using the collocation facilities offered by other
operators.
Infra Connecting POP (ICP) is established to interconnect different DAPs.
All RAH, DAP, CLP and ICP are capable to deliver last mile services to ADNTel customers.
(iv) Details of the major events in the history of the issuer, including details of capacity or facility creation,
launching of plant, products, marketing, change in ownership and/ or key management personnel etc.:

Date of Incorporation as Private Limited Company : 22-09-2003

Starting of Commercial Operation : 22-09-2003
Date of Change of Name : 15-04-2012
Conversion from Privateto Public Limited : 25-07-2012
Internet Bandwidth Capacity:
Year 2015 2016 2017
Capacity (Monthly)
1000 1800 3200
in Mbps
Capacity Utilized
(Monthly) 790 1350 2390
in Mbps
% 79% 75% 75%
Capacity or facility creation :
Network Capacity:
Year 2015 2016 2017
Capacity (Monthly)
6744 9244 12366
in Mbps
Capacity Utilized
(Monthly) 5100 7100 9500
in Mbps
% 76% 77% 77%
There is no plant of the Company. Launching of existing major
products/service are as below:
Year Service/ Products
2004 Data Service-IPVPN
Launching of Plant, products, marketing : 2005 Internet service
2006 International Private Leased Circuit (IPLC)
2007 Multiprotocol Label Switching (MPLS)
2010 IP (Internet Protocol) Telephony service
Date Changes
Change in ownership and/ or key management
Mr. Abu Saeed Khan resigned from the Board due
personnel 12-04-2005
to transfer of his entire shares.
:
Mr. Irshadul Islam resigned from the Board and
18-04-2010 Managing Directorship due to transfer of his entire
shares.

63
 Mr. Asif Mahmood appointed as the Managing
Director.
Mrs. Khandker Mahmooda Saeed joined in the
Board as Shareholding Director.
Mr. Muhammad Anwarul Karim resigned from the
Board due to transfer of his entire shares.
Mr. Abdul Matin Miazi joined in the Board as
03-10-2010
Shareholding Director.
Mr. Md. Enayet Hossain joined in the Board as
Shareholding Director.
Mr. Md. Abu Yousof Zakaria retired from the
Board.
30-12-2013 Mr. Mohammad Ali Sarkar retired from the Board.
Mr. Mamonoor Rashid retired from the Board.
Mr. AKM Shafiul Azam appointment as
Independent Director.
01-09-2014 Mr. Md. Enayet Hossain resigned from Board.
Mr. Abdul Matin Miazi resigned from Board.
Mr. AKM Shafiul Azam resigned from Independent
Directorship
01-09-2017
Mr. Ghulam Rasool appointment as Independent
Director
Mr. Asif Mahmood resigned from Managing
Directorship.
11-09-2017
Mr. Henry Hilton appointed as Managing Director
(Ex-Officio).
Mr. Khondkar Atique-E-Rabbani appointment as
07-01-2018
Independent Director.
Mrs. Khandker Mahmooda Saeed resigned from
the Board due to transfer of her entire shares.
Mr. Niaz Ahmed (Represent Savoy Ice Cream
Factory Limited) joined in the Board as Nominee
19-08-2018
Director.
Mr. Waqar Ahmad Choudhury (Represent
Vanguard AML BD Finance Mutual Fund One)
joined in the Board as Nominee Director.
(v) Principal products or services of the issuer and markets for such products or services. Past trends and future
prospects regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which
the product is included with source of data:
List of principal products and services and markets thereof:
SL Principal products and services Market
1 Internet service
2 Data Service-IPVPN
Local
3 IP (Internet Protocol) Telephony service
4 Telehouse & Hosting
5 Equipment Sales
6 Multiprotocol Label Switching (MPLS)
Export
7 International Private Leased Circuit (IPLC)

64
Description of the Principal Products and Services are described below:

Internet service:
ADNTel provides high-speed, secured and reliable internet services, anywhere in Bangladesh. ADNTel also provides
cutting-edge technologies such as WiMAX, WiFi, SDH, and GEPON through wired infrastructure, wireless means or through
satellite. To provide seamless and smooth services, ADNTel’s internet infrastructure is connected to both submarine and
terrestrial cable. Additionally, ADNTel is connected to different International Internet Gateways (IIG) and National Internet
Exchange (NIX).

Data Service-IPVPN:
This is a one-stop service where Internet Protocol Virtual Private Network (IPVPN) can connect multiple locations
converging voice, video and data onto one network at required performance levels by managing the bandwidth. This is a
network-based solution that is intelligent, understanding the varying needs and performance parameters for different types
of traffic. This secure solution allows consolidating different applications, end users and supporting infrastructure onto a
single private network.

IP (Internet Protocol) Telephony service:

The IP Telephone solution of ADNTel is a fixed location telephone used over the internet and carries voice. It has all the
services of a land phone and allows the user to make video-calls, use voicemail and many other Value Added Services. It
offers everything one needs, from a simple stand-alone phone-set to a complete office PABX replacement.

Telehouse& Hosting:
ADNTel offers telehouse and hosting services, otherwise known as Data Center service. These are configured for the most
complex installations and co-location space. ADNTel’s Data Center complies with industry standards offering co-location
facilities with 24X7 restricted access. At present ADNTelhave these facilities in two locations of Dhaka city (Motijheel and
Mohakhali). There are future expansion plans to establish these facilities in major cities across the country to accommodate
increasing demand

Equipment Sales:
When customers are provided a service, it is backed up with equipment (hardware) to facilitate it. Equipment such as
fiber, routers, switches, IP telephones, etc. are sold in addition to the service as a part of Service Level Agreements (SLA).

Multiprotocol Label Switching (MPLS):

ADNTel provides global MPLS services in partnership with the foreign carriers. It offers a range of cost effective IP solutions
that simplify the operation of corporate data networks with seamless any-to-any connectivity across the world. This service
enables users to use a single connection between offices across the Asia Pacific region and beyond and allow the network
to manage the application prioritization and routing of traffic.

International Private Leased Circuit (IPLC):

IPLC offers a dedicated secure digital point to point private connection between two locations, one at Bangladesh and the
other overseas. ADNTel helps connect major national and international organizations with a direct link to their global offices
for end-to-end connectivity using International Private Leased Circuit (IPLC) through high-speed, international long distance
cables.

Demand and Supply Forecasts for the Sector including market thereof:

Although it could do much more, still availability of online Internet service is making significant positive changes in the
country. The benefits for business communications, both with respect to cost savings and speed, are note worthy. A new
social class is being created, mainly amongst the young generation who find the Internet an effective tool for their career
development and the globalization of their thoughts and creativity. Many Internet users have stated that a whole new world
has been opened to them, they are getting a new source of knowledge, and they are also making relations with many good
friends and organizations worldwide.(https://www.isoc.org/inet97/proceedings/E3/E3_1.HTM )

65
Globally our presence in the internet is remarkable. Its shows that Name of Bangladesh included in the top 20 internet user’s
countries. As a result, it can be presumed that Bangladesh has strong potentials to build digital Bangladesh very soon.
(https://www.internetworldstats.com/top20.htm) .

TOP 20 COUNTRIES WITH HIGHEST NUMBER OF INTERNET USERS – DECEMBER 31,2017

Sl Country or Region Internet Growth
1 China 3,331%
2 India 9,142%
3 United States 227%
4 Brazil 2,881%
5 Indonesia 7,063%
6 Japan 152%
7 Russia 3,434%
8 Nigeria 49,095%
9 Mexico 3,033%
10 Bangladesh 80,383%
11 Germany 229%
12 Philippines 3,250%
13 Vietnam 31,900%
14 United Kingdom 309%
15 France 610%
16 Thailand 2,378%
17 Iran 22,580%
18 Turkey 2,700%
19 Italy 315%
20 Egypt 10,613%

All of the above statistic and market overview actually showcase the impact on digital era of our country . Its just a begining
of digitalization and if we have a better infrastructure for these particular sector then that day is not far when we will be
recognized as a developed digital country in the modern world.

(vi) If the issuer has more than one product or service, the relative contribution to sales and income of each
product or service that accounts for more than 10% of the company’s total revenues:

FY 2016-17 (Amount in BDT)

Particulars
MPLS Data Service-IPVPN Total
Net revenue 385,400,968 391,227,735 776,628,703
Variable cost (81,913,214) (198,626,321) (280,539,535)
Contribution Margin (CM) 303,487,754 192,601,414 496,089,168
CM percentage (%) of total sales 78.75% 49.23% 63.88%
Fixed cost (134,898,148)
Gross profit 361,191,020
Operating expenses (150,132,880)
Operating profit 211,058,140

66
(vii) Description of associates, subsidiary and holding Company of the issuer and core area of business thereof:

The Company has no subsidiary and holding Company except follows:

Name of the Company Relationship Nature of business
MyTel Limited Associate Company Establishing, Operating, Maintaining International Gateway (IGW) Services.

(viii) How the products or services are distributed with details of the distribution channel. Export possibilities and
export obligation, if any:

Sales and Marketing:

ADNTel is in the business of selling leased bandwidth, IP enable value added service to the local market and connectivity
services to the international market.

For both local and export market the company uses Direct Marketing and Sales processes thus ensuring customer focus,
satisfaction and accountability. Customer care touch points are continuously trained to ensure that proper and effective
communication reaches customers and that the delivery of service and after sales services are smooth and without
obstacles.

Capacity Distribution Flow Chart:

The company is authorized to sell or lease Bandwidth & Capacity services nationwide through its multiple Point of Presence
(POP) throughout the nation.

Following diagram reflected the capacity distribution information of nationwide existing network:

67
Following diagram reflected the capacity distribution information of the existing network of Dhaka:

68
Support Service Process:

Export Possibilities and Obligation:

At present ADNTel is only provider for existing strategic partners of SingTel, Orange and TATA. So there is possibility of
expanding the export business. However, except the ordinary course of business, there is no export obligation.

(ix) Competitive conditions in business with names, percentage and volume of market share of major competitors:
In Bangladesh, a number of listed companies are engaged in IT Sector. Major competitors are:
SL Name
1 aamra technologies limited
2 Agni Systems Ltd.
3 BDCOM Online Ltd.
4 Daffodil Computers Ltd.
5 Intech Limited
6 Information Services Network Ltd.
7 IT Consultants Limited
Apart from this, as per annual report of the listed companies and audited financial statements of ADN Telecom Limited, the
turnover and paid up capital are presented below:

SL Name Revenue in BDT Paid-up Capital Year end

829,452,281 448,600,000 June 30, 2017
1 ADN Telecom Limited
757,317,248 209,295,830 June 30, 2016

69
 12 aamra technologies limited 1,114,779,623 553,693,950 June 30, 2016
3 Agni Systems Ltd. 336,375,715 626,767,680 June 30, 2016
4 BDCOM Online Ltd. 444,680,318 414,082,213 June 30, 2016
5 Daffodil Computers Ltd. 537,852,979 499,122,620 June 30, 2016
6 Intech Limited 114,126,973 233,201,000 June 30, 2016
8 IT Consultants Limited 986,281,850 870,000,000 June 30, 2016

There is no data available regarding market shares of the respective listed company in their annual report.
Source: DSE website and review, Company’s website.

(x) Sources and availability of raw materials and the Names and address of the principal suppliers and contingency
plan in the case of disruption:
ADN Telecom Limited is a service provider Company and most of its raw materials are procured from local sources. The
names of the principal suppliers are given below:
Contingency plan in
Type of Raw
SL Name of Principal Suppliers Address case of any
Material
disruption
Co-location/
GP House,
Secondary
1 Grameenphone Ltd. Bashundhara, Baridhara,
transmission
Dhaka-1229.
capacity*.
Numbers of suppliers
Red Crescent Concord Tower
Managewell Communication of raw materials are
2 (4th Floor), 17 Mohakhali C/A,
Ltd.** Internet available in the
Dhaka-1212.
Bandwidth. market. So there is no
Red Crescent Borak Tower, Level-
possibility of disruption
3 BD Link Communications Ltd M, 37/3/A, Eskaton Garden Road,
Dhaka-1000.
Summit Centre, 18, Kawran Bazar, Fiber lease rent
4 Summit Communications Limited
C/A, Dhaka-1215. (underground
House # 7/B, Road # 13, Gulshan- cable) and
5 Fiber @ Home Limited 1,Dhaka. transmission
capacity.

*Secondary Transmission service has been taken upto June 30, 2017 from Grameen Phone but subsequently as per BTRC
guideline, now this service is taking from NTTN service provider.
**The name of Managewell Communication Ltd. has been changed to ADN International Gateway Limited on 4th April, 2019.
(xi) Sources of, and requirement for, power, gas and water; or any other utilities and contingency plan in case of
any disruption:
Utilities Sources and Requirement Contingency plan
At present total monthly requirement of power is around The Company uses diesel generators as
70 KVA for its rented registered and corporate office. standby with the total capacity of 110
Power KVA in case of any power disruption.
DESCO (Dhaka Electric Supply Company Limited) is ADNTel have UPS in its corporate office
primary source of electricity of ADNTel. for the IT systems.
Since the company is engaged in
ADNTel is a service oriented company therefore it does service oriented operations hence there
Gas
not use any gas. is no particular contingency plan for gas
supply.
Since the company is not engaged in
WASA (Water Supply & Sewerage Authority) provides the
any manufacturing operations hence
Water water supply of ADNTel. All the tenants in the rented office
there is no particular contingency plan
premises pay monthly water bill proportionately.
for water supply.

70
(xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for
10% or more of the company’s products or services with the amount and percentage thereof:

There is no such single customer who purchases 10% or more of the Company’s products except the followings:

Customers Name, Address, FY 2016-17

Web Address E-mail Fax Number
Telephone Number BDT Percentage (%)
Name: Singapore
Telecommunications Ltd.
Address: 31 Exeter Road, #24-
www.singtel.com philip@singtel.com (65) 6735 2172 227,550,970 27.38%
00, Comcenter I Singapore
239732.Telephone Number:
(+65) 6248 4248
Name: Equant Network Systems
Ltd, Address: Garryard
House,25-26 Earlsfort
www.orange-business.com Shahajad.uddin@foisbd.com 353-1-402-5988 140,117,182 15.72%
Terrace,Dublin 2,Ireland.
Telephone Number : (+353)-1-
402-5900

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom
account for 10% or more of its raw materials or finished goods with the amount and percentage thereof:

The Company has following Suppliers from whom the Company purchases 10% or more of its raw material:

Suppliers Name, FY 2016-17

Address,
Web Address E-mail Fax Number
Telephone BDT Percentage (%)
Number
Name: Grameen
Phone Ltd.
Address: GP House,
Bashundhara,
www.grameenphone.com info@grameenphone.com +880 2 988 2970 80,798,365 18.44%
Baridhara, Dhaka-
1229.
Telephone Number:
9882958-2958/90

(xiv) Description of any contract which the issuer has with its principal suppliers or customers showing the total
amount and quality of transaction for which the contract is made and the duration of the contract. If there is not any
of such contract, a declaration is to be disclosed duly signed by the CEO or MD, CFO and Chairman on behalf of
the Board of Directors:

The company has agreement with the following principal suppliers:

Transacted
amount Transacted
SL Name of principal suppliers Duration of the contact
(BDT) quantity
FY 2016-17
1 Grameenphone Ltd. 1 Feb 2017 to 31 Jan 2022 (Auto renewal able) 80,798,365 N/A
2 Managewell Communication Ltd.* 18 Jan 2016 to till date (Auto renewal able) 32,813,170 N/A
3 Summit Communications Limited 15 Dec 2016 to 14 Dec 2021 (Auto renewal able) 27,829,140 N/A
4 BD Link Communications Ltd. Individual service term agreement (Auto renewal able) 27,103,982 N/A
5 Fiber @ Home Limited 28 Aug 2010 to till date (Auto renewal able) 20,586,975 N/A
6 Bangladesh Telecommunication Company Ltd. Demand note 11,871,004 N/A
7 Bangladesh Submarine Cable Company Ltd. 16 July 2015 to 15 July 2018 (Auto renewal able) 9,161,083 N/A
*The name of Managewell Communication Ltd. has been changed to ADN International Gateway Limited on 4th April, 2019.

71
The company has agreement with the following principal customers:

Transacted
amount
SL Name of principal customers Duration of the contact Transacted quantity
(BDT)
FY 2016-17
Singapore Telecommunications
1 Valid till 23 May, 2018 (Auto Renewable) 227,550,970 N/A
Ltd
Valid till 13 August, 2018 (Auto
2 Equant Network Systems Ltd 140,117,182 N/A
Renewable)

(xv) Description of licenses, registration, NOC and permissions obtained by the Issuer with issue, renewal and
expiry dates:

Issue/Renewal
Sl. Particulars Certificate/License No. Current Status
Date
1. Certificate of Incorporation No. C-50557 22-09- 2003 N/A
Certificate of Name
2. No. C-50557 15-04- 2012 N/A
Change
433804810094 Taxes Circle -316
3. TIN Certificate (Company), Taxes Zone -15, 17-11-2013 N/A
Dhaka.
VAT Registration Reg. No. 18131026745
4. 25-05-2014 N/A
Certificate Area Code 180303
Export Registration Valid for the year 2018-2019.
5. RA -0118556 22 -07-2014
Certificate (Renewal under process)
Import Registration Valid for the year 2018-2019.
6. BA -0205780 26 -04- 2010
Certificate (Renewal under process)
7. Trade License License No. 03-089842 19-07-2018 Valid for the year 2019-2020.
DCCI Membership Membership Certificate No. 00348,
8. 25-08-2012 Valid till 31 December, 2019.
Certificate Book No. 004

9. Fire License No. DD/Dhaka/25150/2015 12-03-2015 Valid for the year 2019-2020.

Nationwide ISP (Internet License No. BTRC/LL/ISP –

10. 05-09-2010 Valid till 05 July, 2020.
Service Provider) License Nationwide (137) ADNSL/2010-130

Internet Protocol Telephony License No. BTRC/LL/IPTSP –

11. 01-10-2009 Valid till 30 September, 2024.
Service Provider License Nationwide (24) ADNSL/2009-24

VSAT Provider (Hub) License No. BTRC/LL/VSAT-P/H Valid till 27 February, 2020.
12. 28-02-2007
License (58) ADNSL (Dhaka)/2006-9

BASIS Membership Membership No: G-502

13. - Valid till 31 December 2019.
Certificate Membership Category: General
ISP Association Valid till 31 December 2019.
14. Membership ID # 33 -
Membership Certificate
BIDA (former BOI)
15. No. L-84710410021H 11-10-2004 N/A
Registration
16. ISO 9001:2015 Certificate IND18.7085U/Q 30-01-2018 Valid till 4 February, 2021.

72
(xvi) Description of any material patents, trademarks, licenses or royalty agreements:
The Company does not have any material patents, trademarks, licenses or royalty agreements except as mentioned in the
above schedule.

(xvii) Number of total employees and number of full-time employees:

Total employees Total employees

Monthly Salary Range (In BDT) Permanent basis Contract basis
As on June 30, 2017 As on June 30, 2016
Below 6,000 - 1 1 1
Above 6,000 225 222 447 403
Total 225 223 448 404
* All employees mentioned in the above table are full time employees.

(xviii) Brief Description of Business strategy:

1. In this era of Disruptive Innovation and Digital Customer Experience, ADN Telecom aims to focus on product and
service diversification(enhancing Wi-Fi, Data center and Infrastructure capacity) and continuously evolve the existing
corporate portfolio through digital transformation and innovation.
2. The company intends to introduce new and cutting-edge products, services and technology and expect to introduce
Omni Channel Service Experience. This will ensure the prime strategy of building long-lasting and sustainable
relationships with businesses and consumers.
3. The company has aggressive expansion plans both nationally and internationally in terms of product/service offerings
and builds a strong logistical network to support this expansion.
4. The company is going to continue with the strategy of increasing organizational capacity and competence to enhance
our already existing reputation of being a dependable IT enabled service brand amongst financial institutions, local and
international conglomerates and MNCs including fast expanding education sector.
5. The innovative and energetic team of ADN Telecom is aiming to explore the newest technologies and build one of the
best technological R&D endeavor for the millennium generation of Bangladesh.
6. The company ensure international standard of service delivery, quality management and increase organizational
capacity to adapt to international IT best practices and disruptive innovation.
7. The company shall increase communication and relationship with like-minded organizations, service providers, vendors
and other concerned stakeholders.
8. The company intends to explore B2C and IoT segments.
9. Finally, the company intends to build sustainable, long-lasting and fruitful business relationships with our investors.

(xix) A table containing the existing installed capacities for each product or service, capacity utilization for these
products or services in the previous years, projected capacities for existing as well as proposed products or
services and the assumptions for future capacity utilization for the next three years in respect of existing as well as
proposed products or services. If the projected capacity utilization is higher than the actual average capacity
utilization, rational to achieve the projected level:
Below mentioned table containing the existing installed capacity and capacity utilization in the previous years, projected
capacity and the assumptions of future utilization for the next three years based on the market trend and forecast. ADNTel
being mainly Internet and Data Connectivity service provider business entity, existing installed and future capacity &
utilization of Internet Services are given below:
Internet Bandwidth Capacity
Item Existing Projected
Year 2015 2016 2017 2018 2019 2020
Capacity (Monthly)
1000 1800 3200 8000 15000 25000
in Mbps
Capacity Utilized 790 1350 2390 6200 12050 19500

73
 (Monthly) in Mbps
% 79% 75% 75% 78% 80% 78%
Network Capacity
Item Existing Projected
Year 2015 2016 2017 2018 2019 2020
Capacity (Monthly)
6744 9244 12366 17366 30000 40000
in Mbps
Capacity Utilized
5100 7100 9500 13200 23500 31000
(Monthly) in Mbps
% 76% 77% 77% 76% 78% 78%

(e) Description of Property:

The written down value of Property, Plant & Equipment is owned by the company as per audited accounts as on 30 June,
2017 are stated below.

SL Name of the Assets Total

1 Land and Land Development 54,876,546
2 Radio Link, Infrastructure & Backbone Equipments 399,076,778
3 Fiber Equipment 119,558,023
4 Computer & Computer Equipments 11,453,219
5 Office Equipments 17,570,393
6 Optical Fiber 22,911,298
7 Furniture & Fittings 10,357,852
8 IPTSP & Video Conference Equipment 4,601,785
9 Motor Vehicle 7,470,412
10 Support Equipment 81,849,653
11 Leasehold Motor Vehicle 4,178,315
Total Amount 733,904,274

(i) Location and area of the land, building, principal plants and other property of the company and the condition
thereof;

The Company has 14.46 decimals and 1754 decimals land located at Beraid, Dhaka and Panchagarh respectively. At
present lands are vacant in conditions.

Principal plants and other properties are located at the company’s register office- Red Crescent Concord Tower (19th Floor)
17, Mohakhali Commercial Area, Dhaka – 1212; other offices- Chittagong Office: IFCO Complex (10th Floor - South), 1147/A,
CDA Avenue GEC Circle, Nasirabad, Chittagong; Sylhet Office: Garden Tower Apartment Flat No. -GTA3113, 11th Floor,
Shahjalal Bridge Link Road, Sylhet - 3100; Khulna Office: 25-26, BDBL Bhaban (Level-7), (Former Shilpa Bank Bhaban),
KDA C/A, Upper Jessore Road, Khulna-9100; Faridpur Office: Shamsuddin Tower (Room No. 89) Ward No. 04, Alipur,
Faridpur and POPs located different districs in Bangladesh. All principal plants and other properties are working in good
conditions.

(ii) Whether the property is owned by the company or taken on lease:

The company owned all assets described as mentioned in above schedule except the following:

SL Name of assets
1 Leasehold Motor Vehicle

74
(iii) Dates of purchase, last payment date of current rent (LvRbv) and mutation date of lands, deed value and other costs including details of land development cost, if any and
current use thereof:
*Area of Land (Decimals)
Land
Last payment date Registration Development As per
Dates of Mutation & Deed Value Total Cost As per Title Current use
Deed No. of current rent Dag No. Cost Cost Mutation
purchase DCR date (BDT) (BDT) Deed of the Land
(Khajna) (BDT) (BDT) Khatian
(Decimals)
(Decimals)

Khajna for the R. S Dag No. Dhaka City Jarip

6115 26/06/2016 14/08/2016 Bengali year 1426 Dag No. 3,55,58,200 35,558,200 4,265,642 1,057,158 14.46 14.13 Vacant
has been paid. 1142 3523
Khajna for the SA Dag Nos. Mutation Dag Nos.
2632 18/10/2015 12/3/2017 Bengali year 1426 1,24,50,000 12,450,000 1,425,999 119,547 1754 1735 Vacant
has been paid. 3545 3546 3564 3545 3546 3564
3595 3600 3616 3595 3600 3616
3599 3607 3629 3599 3607 3629
3642 3645 3650 3642 3645 3650
3655 3653 3563 3655 3653 3563
3526 3554 3511 3526 3554 3511
3530 3539 3547 3530 3539 3547
3551 3577 3592 3551 3577 3592
3604 3626 3131 3604 3626 3131
3134 3163 3262 3134 3163 3262
3287 3300 3344 3287 3300 3344
3351 3359 3358 3351 3359 3358
3491 3495 3497 3491 3495 3497
3529 3561 3602 3529 3561 3602
3613 3641 3519 3613 3641 3519
3580 3652 3516 3580 3652 3516
3507 3541 3628 3507 3541 3628
3586 3543 3606 3586 3543 3606
3644 3623 3138 3644 3623 3138

75
 Land
Last payment date Registration
Dates of Mutation & Deed Value Development Total Cost Area of Land (Decimals) Current use
Deed No. of current rent Dag No. Cost
purchase DCR date (BDT) Cost (BDT) of the Land
(Khajna) (BDT)
(BDT)
3226 3304 3315 3226 3304 3315
3366 3504 3520 3366 3504 3520
3523 3560 3596 3523 3560 3596
3274 3291 3301 3274 3291 3301
3317 3320 3329 3317 3320 3329
3360 3423 3673 3360 3423 3673
3480 3460 3537 3480 3460 3537
3664 3502 3620 3664 3502 3620
3503 3513 3524 3503 3513 3524
3538 3504 3598 3538 3504 3598
3594 3605 3534 3594 3605 3534
3550 3583 3622 3550 3583 3622
3643 3699 3549 3643 3699 3549
3612 3637 3562 3612 3637 3562
3659 3569 3617 3659 3569 3617
3639 3661

1749.13
Total 48,008,200 5,691,641 1,176,705 54,876,546 1768.46

*Note:
1. We have purchased 14.46 decimals of land at Beraid, Dhaka under Title Deed No. 6115 dated 26/06/2016, during the mutation it was matched with City Jarip and found that available area of
land in the particular Dag is 14.13 decimals.
2. We have purchased 1754 decimals land at Panchagarh under Title Deed No. 2632 dated 18/10/2015 on the basis of previous owner’s title, bia deed and bia mutation records. Concern AC
Land Office mutated 1735 decimals land in favour of ADN Telecom Ltd.

76
(iv) The names of the persons from whom the lands has been acquired or proposed to be acquired along with the
cost of acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof:

Area of Land Cost of Acquisition

Names of the persons from (in decimal) (Amount in BDT)
Serial
whom the lands have been Relation
No. As per
acquired As per Registration
Mutation Deed value Total cost
Title Deed cost
Khatian
Mr. Md. Abdul Muin Miah,
14.46 14.13
1 S/o Late Abdul Khalek Bepari 3,55,58,200 5,322,800 40,881,000 N/A
Decimals decimals
alias Abdul Malek.
(i) Dr. Mst. Kohinur Akter,
Daughter of Md. Abul Kashem. 1,754 1,735
2 1,24,50,000 1,545,546 13,995,546 N/A
(ii) Mst. Farzana Akter, Decimals decimals
Daughter of Md. Abul Kashem.
1,768.46
Total 1,749.13 48,008,200 6,868,346 54,876,546
decimals

(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required:

At present, the company is keeping its lands vacant, for which approval pertaining to use of the land is not applicable.

(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property, with
name of the mortgagee:

Name of the properties which is under mortgage Name of the mortgagee

Registered 1st ranking charge on all fixed and floating assets The City Bank Limited, Gulshan Branch.
(present and future).
Floating hypothecation charge against the network and IT IDLC Finance Limited, Head Office
Equipments.
Hypothecation of equipments /machineries. Industrial and Infrastructure Development Finance Company
Limited, Head Office
Except this no assets is mortgaged to anywhere.

(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor, principal terms and
conditions of the lease agreements and details of payment:

The Company has followings lease property:

A. Assets taken on lease from Non Banking Financial Institution (NBFI):

Principal terms and

Amount in BDT
Name of Sanction Expiration Lessor conditions
SL
Property Date Date Name Interest No. of Sanction
Installment Outstanding
Rate Installment Amount
Leasehold 03-01-2016 30-06-2020 11% 60 3,500,000 82,924 2,620,447
1 Motor IIDFC
Vehicle 02-01-2017 27-12-2021 11% 60 2,400,000 52,182 2,219,028

77
B. Operating lease agreement:
Lease
Effective Expiration Description rent/period
SL Lessor Liquidation
date of lease date of lease of leased asset per month
(BDT)
Rooftop space measuring 400 In case of termination of the
square feet and 1(one) agreement, the lessee will hand
Red Crescent Concord Antenna/hub measuring 15 feet over the possession of the
1 1-Jun-17 31-May-27 10,000
Tower Owners Association height having address at Red demised premises to the lessor.
Crescent Concord Tower, 17
Mohakhali C/A, Dhaka-1212.
Space measuring 3350 square feet In case of termination of the
with car parking in the basement -2, agreement the lessee will hand
2 Nitol Motors Ltd. 1-Apr-19 31-Mar-21 of the 19th floor namely RCC 280,308 over the possession of the
Tower situated at Plot#17, demised premises to the lessor.
Mohakhali C/A, Dhaka-1212.
At Office Space measuring 4990 In case of termination of the
square feet situated at unit A agreement, the lessee will hand
3 Mrs. Naima Faizee 1-Apr-16 31-Mar-20 (North) and B (South),Red 284,430 over the possession of the
Crescent Concord Tower, 17 demised premises to the lessor.
Mohakhali C/A,Dhaka-1212.
At Office Space measuring 3rd floor In case of termination of the
'A' 1800 square feet 4th floor 'A & agreement, the lessee will hand
Bangladesh Red Crescent B' unit measuring 4300 square feet over the possession of the
4 1-Apr-15 31-Mar-21 409,920
Society total 6100 squarefeet, Red demised premises to the lessor.
Crescent Concord Tower, 17
Mohakhali C/A,Dhaka-1212.
At 8th floor space measuring 1231 In case of termination of the
square feet and in the western side agreement, the lessee will hand
5 Jibon Bima Corporation 1-Jan-16 31-Dec-19 of 11th floor measuring 2336 284,860 over the possession of the
square feet at Jibon Bima Tower, demised premises to the lessor.
10 Dilkusha C/A, Motijheel, Dhaka.
Office space measuring 12000 In case of termination of the
square feet situated at H# 52, R # agreement the lessee will hand
6 Mr. Taseen Akhter Haque 1-Oct-14 30-Sep-19 526,654
01, Block# F, Banani, Dhaka. over the possession of the
demised premises to the lessor
At 10th floor south side, 2400 In case of termination of the
square feet, IFCO Complex, agreement, the lessee will hand
7 IFCO Complex 1-Jan-19 31-Dec-21 1147/A, CDA Avenue, East 100,800 over the possession of the
Nasirabad, Khulshi, Chittagong. demised premises to the lessor.
Roof top, South side 2 nos 10' feet In case of termination of the
height antena and Ground floor, agreement, the lessee will hand
generator space 50 square feet at over the possession of the
8 IFCO Complex 1-Jan-19 31-Dec-21 37,750
IFCO Complex, 1147/A, CDA demised premises to the lessor.
Avenue, East Nasirabad, Khulshi,
Chittagong.
Office space measuring 1377 In case of termination of the
square feet situated at H# 07, R # agreement, the lessee will hand
9 Mainul Hossain (Tipu) 1-Apr-17 31-Mar-20 01, 971 O R Nizam Road, GEC 48,000 over the possession of the
R/A, Chittagong demised premises to the lessor.

At 2nd floor space measuring 1225 In case of termination of the

Commercial Court square feet southern side of middle agreement, the lessee will hand
10 1-Oct-17 30-Oct-19 portion, Commercial Court, 95 57,293 over the possession of the
Properties
Agrabad C/A, Chittagong. demised premises to the lessor.
Roof top, North side 1 nos 70' feet In case of termination of the
height antenna and one room at agreement, the lessee will hand
11 Mrs. Setara Ahmed 1-Jan-17 31-Dec-21 357/A, Siddik Mansion, Lalkhan 13,800 over the possession of the
Bazer, Tankir Pahar, Khulshi, demised premises to the lessor.
Chittagong.
At 7th floor space measuring 600 In case of termination of the
square feet for office space and agreement, the lessee will hand
12 Md Tahamidur Rahman 1-Apr-17 31-Apr-2027 roof for antenna, Rabu Tawer, 13,800 over the possession of the
739/A, Baro Gola, Bogra. demised premises to the lessor.

78
 Lease
Effective Expiration Description rent/period
SL Lessor Liquidation
date of lease date of lease of leased asset per month
(BDT)
At Office Space measuring 1100 In case of termination of the
The Man and Company square feet at suite no-3313 at agreement, the lessee will hand
13 1-Nov-14 31-Oct-19 47,029
Ltd. Garden Tower (10th Floor), over the possession of the
Shahjalal Bridge Link Road, Sylhet. demised premises to the lessor.
At office space measuring 1100
square feet in the level-7 (North-
In case of termination of the
East Side) and One Antenna at the
Bangladesh Development 30-Apr-20 agreement, the lessee will hand
14 1-May-16 roof top of the Bangladesh 35,880
Bank Ltd over the possession of the
Development Bank Ltd Bhaban at
demised premises to the lessor.
25-26 KDA commercial Area,
Upper Jessore road, Khulna

79
(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when purchased, country of origin and remaining economic life,
purchase price and written down value:
Estim
Total
Useful ated
purchase price Written down
Date of Country of Economic Remai
Name of Equipment Name of supplier Address of supplier Year of Sale Condition with other value ( Amount
Purchase origin Life of ning
cost* (Amount in BDT)
purchase Useful
in BDT)
Life
Radio Link, Infrastructure & Backbone Equipments

La 58/1, Middle Badda (3rd

Nano Station 09-04-13 Product Plus Solutions N/A Brand New China 10 6 5,554,640 3,206,473
Floor),Progati Soroni,Dhaka-1212
Concord Tower ( Ground Floor),113
ePMP Force 180 29-01-17 Expediter Ltd Kazi Nazrul Islam N/A Brand New USA 10 10 2,999,355 2,874,451
Avenue,Manglamotor, Dhaka
Concord Tower ( Ground Floor),113
RADIO Cambium
17-01-16 Expediter Ltd Kazi Nazrul Islam N/A Brand New USA 10 9 1,601,880 1,369,278
Integrated Radio
Avenue,Manglamotor, Dhaka
S.N Supper Market,
Tower 03-07-16 Atomic Power & Co N/A Brand New Bangladesh 10 9 1,452,000 1,307,993
Dobadia,Uttarkhan, Uttara,Dhaka 1230
Concord Tower ( Ground Floor),113
Cambium ePMP 180 29-03-16 Expediter Ltd Kazi Nazrul Islam N/A Brand New USA 10 9 1,461,715 1,278,300
Avenue,Manglamotor, Dhaka
116 Lavender Street, #03-04 Pek
A DATANET Singapore
MicroMax 02-10-13 Chuan Building Singapore 338730, N/A Brand New China 10 6 1,719,755 1,075,672
Pte Ltd
Singapore, Phone: +6562975592.
Engenius N-150 Wireless Radix Interior &
27-07-14 356 DIT Road, East Ramoura. N/A Brand New Bangladesh 10 7 1,407,409 995,212
Router Constructions
Integrated Radio 30-12-15 Integra Technologies Ltd. 285, West Dhanmondi, Dhaka-1209 N/A Brand New Japan 10 8 1,121,316 952,965
Integrated Radio 30-12-15 Integra Technologies Ltd. 285, West Dhanmondi, Dhaka-1209 N/A Brand New Japan 10 8 1,061,245 901,913
9, Mirpur Road (5th Floor), Kalyanpur,
Eathernet to E1 Converter 31-12-13 Mitsumaru Aircon Ltd. N/A Brand New China 10 7 1,369,073 890,085
Dhaka. 1207
Concord Tower ( Ground Floor),113
eP MP 1000:5 GHZ
14-02-16 Expediter Ltd Kazi Nazrul Islam N/A Brand New USA 10 9 1,020,037 879,747
Commectozied Radio
Avenue,Manglamotor, Dhaka
Cambium Integrated Radio 24-03-16 Integra Technologies Ltd. 285, West Dhanmondi, Dhaka-1209 N/A Brand New USA 10 9 996,975 870,509

80
Engenius N-150 Wireless InGen Technology JR Tower (3rd, 4th & 13th Floor), 46,
30-06-14 N/A Brand New USA 5 2 2,000,000 798,904
Router Limited Mohakhali C/A, Dhaka-1212.

S.N Supper Market, Dobadia,

Tower 30-06-14 Atomic Power & Co N/A Brand New Bangladesh 10 7 1,060,199 741,849
Uttarkhan, Uttara, Dhaka 1230
Tech-Pro Tele Engineering, 36/2 Lake
Tech-Pro Tele
Rocket M5Ti Titanium 04-09-13 Circus, (Ground Floor), Kalabagan, N/A Brand New USA 10 6 1,083,180 669,198
Engineering
Dhaka
Tech-Pro Tele Engineering, 36/2 Lake
Tech-Pro Tele
Nano Station with POE 25-11-15 Circus, (Ground Floor), Kalabagan, N/A Brand New USA 10 8 669,375 562,458
Engineering
Dhaka
Megapower Engineering 20/2 West Panthapath, Dhanmondi,
Tower 18-12-16 N/A Brand New Turkey 10 9 551,250 521,951
Ltd. Dhaka.
Integrated Radio 05-01-16 Integra Technologies Ltd. 285, West Dhanmondi, Dhaka-1209 N/A Brand New Japan 10 9 600,705 511,504
Tech-Pro Tele Engineering, 36/2 Lake
Tech-Pro Tele
Nano Station M5 04-09-13 Circus, (Ground Floor), Kalabagan, N/A Brand New USA 10 6 5,554,640 3,431,702
Engineering
Dhaka
Concord Tower (Ground Floor),113
ePMP Force 180 29-01-17 Expediter Ltd Kazi Nazrul Islam Avenue, N/A Brand New USA 10 10 2,112,517 2,024,544
Manglamotor, Dhaka
La 58/1, Middle Badda (3rd Floor),
Rocket M5Ti Titanium 09-04-13 Product Plus Solutions N/A Brand New China 10 6 1,083,180 625,277
Progati Soroni, Dhaka-1212

Double Jacket FTP CAT 6 La 58/1, Middle Badda (3rd Floor),

29-01-17 Product Plus Solutions N/A Brand New India 5 5 566,614 519,422
Cable Progati Soroni, Dhaka-1212

BTS DBS3900 (4T4R) With Uday Tower (2nd Floor), 57 & 57/A
30-04-14 Huawei N/A Brand New China 10 7 180,504,437 123,287,003
Antema Gulshan, Dhaka 1212

Uday Tower (2nd Floor), 57 & 57/A

ASN Gateway 30-04-14 Huawei N/A Brand New China 10 7 10,457,608 7,142,690
Gulshan, Dhaka 1212

116 Lavender Street, #03-04 Pek

WiMAX ASN Gateway with A DATANET Singapore
30-04-2014 Chuan Building Singapore 338730, N/A Brand New China 10 7 10,457,608 7,142,690
Accssories (MASN 9770) Pte Ltd
Singapore, Phone: +6562975592.

Titas Computer & Gause Pak Bhahan, Shop # 92 (1st

Eathernet to E1 Converter 24-07-14 N/A Brand New China 10 7 2,611,800 1,844,718
Accessories Flr), 28/G/1 Toyenbee Circular Road,
Motijheel C/A,Dhaka-1000.
Cambium Integrated Radio 15-02-16 Integra Technologies Ltd. 285, West Dhanmondi, Dhaka-1209 N/A Brand New USA 10 9 1,993,950 1,720,260

81
Belkin Wifi Wireless Plot # LA-31/B, Merul Badda,Gulshan,
30-11-16 Networld Technology N/A Brand New China 10 9 1,593,771 1,501,201
Extender Dhaka, 1212

Suite No.-02(6th Floor),32 Purana

Nano Station MIM05 GHz, 29-06-14 Cloud Wirless Networks N/A Brand New USA 10 7 1,901,864 1,330,263
Paltan,Dhaka

1420 E. Roseville Parkway, Suite 140-

110, Roseville, CA 95661, Email:
Cisco 831, 30-04-14 sapia Networks N/A Brand New USA 10 7 1,493,496 1,020,078
matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.

Software for I manager Uday Tower (2nd Floor), 57 & 57/A

30-04-15 Huawei N/A Brand New China 10 8 11,849,973 7,763,943
M2000 Gulshan, Dhaka 1212

116 Lavender Street, #03-04 Pek

A DATANET Singapore
AAA Software 30-04-2014 Chuan Building Singapore 338730, N/A Brand New China 10 7 12,044,873 8,226,813
Pte Ltd
Singapore, Phone: +6562975592.

116 Lavender Street, #03-04 Pek

A DATANET Singapore
AAA Software 30-04-2014 Chuan Building Singapore 338730, N/A Brand New China 10 7 11,849,973 8,093,694
Pte Ltd
Singapore, Phone: +6562975592.

116 Lavender Street, #03-04 Pek

A DATANET Singapore
AAA Software 19-09-14 Chuan Building Singapore 338730, N/A Brand New China 10 7 10,668,263 7,701,609
Pte Ltd
Singapore, Phone: +6562975592.

Uday Tower (2nd Floor), 57 & 57/A

AAA Software 30-04-14 Huawei N/A Brand New China 10 7 8,004,601 5,467,252
Gulshan, Dhaka 1212

Uday Tower (2nd Floor), 57 & 57/A

AAA Software 30-04-15 Huawei N/A Brand New China 10 8 12,044,873 9,431,301
Gulshan,Dhaka 1212

1420 E. Roseville Parkway, Suite 140-

CISCO Catalyst 3750G 110, Roseville, CA 95661, Email:
31-05-15 sapia Networks N/A Brand New USA 10 8 4,225,613 3,344,601
Switch matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.

Quidway 59300 Terabit Uday Tower (2nd Floor), 57 & 57/A

30-04-14 Huawei N/A Brand New China 10 7 2,423,555 1,655,321
Routing Switch Gulshan, Dhaka 1212

82
Quidway 59300 Terabit 116 Lavender Street, #03-04 Pek
A DATANET Singapore
Routing Switch With 30-04-2014 Chuan Building Singapore 338730, N/A Brand New China 10 7 2,423,555 1,655,321
Pte Ltd
Accessories Singapore, Phone: +6562975592.

Esquire Electronics 102,Shaheed Tajuddin Ahmed Sarani,

POE Power injector 30-11-15 N/A Brand New China 10 8 5,946,337 5,004,698
Limited Ideal Trade Centre (10th Floor)

Uday Tower (2nd Floor), 57 & 57/A

I manager M2000 30-04-15 Huawei N/A Brand New China 10 8 11,849,973 9,278,691
Gulshan, Dhaka 1212

House # 11/B, Road # 12

AAA Software 19-09-13 Computer Source Ltd. N/A Brand New USA 10 6 10,668,263 6,634,783
(New).Dhanmondi R/A. Dhaka-1209.
Others 202,109,654 152,820,442
Total Radio Link, Infrastructure & Backbone Equipments 554,171,100 399,076,778
Fiber Equipment

1420 E. Roseville Parkway, Suite 140-

4-Port Non Channelized 110, Roseville, CA 95661, Email:
5-31-2015 sapia Networks N/A Brand New USA 10 8 8,142,920 6,445,177
DS3 matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.

116 Lavender Street, #03-04 Pek

Uplink switch with rack A DATANET Singapore
6-29-2017 Chuan Building Singapore 338730, N/A Brand New China 10 10 5,964,553 5,962,918
mount kit Pte Ltd
Singapore, Phone: +6562975592.
Tech-Pro Tele Engineering, 36/2 Lake
Slot Chassis, 6-9-2012 Tech Vally Networks Ltd Circus, (Ground Floor), Kalabagan, N/A Brand New USA 10 5 3,514,340 1,659,715
Dhaka
2xSTM Aggregate System & Services House 40, Road 7B, Block H,Banani,
12-14-2014 N/A Brand New China 10 7 685,328 510,898
Interface Limited Dhaka-1213
Red Crescent Concord Tower (4 &
1000BASE-LX/LH SEP
3-31-2015 Tech Vally Networks Ltd 17th Floo, 17, Mohakhali C/A,Dhaka, N/A Brand New USA 10 8 863,083 668,712
transceiver module
1212
Yakub South Centre, 67/D (Old), 156
Smart Technologies (BD)
Chassis with 19 Slots 9-30-2014 (New), Mirpur Road (2nd Floor), Lake N/A Brand New China 10 7 4,114,367 2,982,634
Ltd
Circus, Kalabagan, Dhaka 1205

83
 Yakub South Centre, 67/D (Old), 156
Smart Technologies (BD)
E1 Card 30-11-2012 (New), Mirpur Road (2nd Floor),Lake N/A Brand New China 10 5 2,197,264 1,190,135
Ltd
Circus, Kalabagan, Dhaka 1205

Beijing Huahuan No.26, Shangdi 6th. Haidian District

Mainboard 8-27-2014 N/A Brand New China 10 7 1,388,387 993,553
Electronics Co. Ltd Beijing Chaina 100085

Beijing Huahuan No.26, Shangdi 6th. Haidian District

Main board with 4 slots 9-29-2016 N/A Brand New China 10 9 814,907 753,733
Electronics Co. Ltd Beijing Chaina 100085

Aggregation Card with duel Twin Brooks Flat-B1,House- 8, Road-

11-30-2015 SASTech Limited N/A Brand New Latvia 10 8 1,096,768 923,088
STM 2/B Block-J, Baridhara, Dhaka-1212

Twin Brooks Flat-B1,House- 8, Road-

LMXE V2.JXMB 11-30-2015 SASTech Limited N/A Brand New Latvia 10 8 1,088,846 916,420
2/B Block-J, Baridhara, Dhaka-1212

OX 16 C Card for LMXE Beijing Huahuan No.26, Shangdi 6th. Haidian District
11-30-2016 N/A Brand New China 10 9 655,117 617,066
Mux Electronics Co. Ltd Beijing Chaina 100085

Beijing Huahuan No.26, Shangdi 6th. Haidian District

STM-1 Interfaces per Card 9-29-2016 N/A Brand New China 10 9 651,926 602,987
Electronics Co. Ltd Beijing Chaina 100085

STM-4 Interface Per Card Beijing Huahuan No.26, Shangdi 6th. Haidian District
6-21-2016 N/A Brand New China 10 9 668,538 600,036
SFP Electronics Co. Ltd Beijing Chaina 100085

Beijing Huahuan No.26, Shangdi 6th. Haidian District

H9MO-LMXE.OX16C 11-30-2016 N/A Brand New China 10 9 635,744 598,819
Electronics Co. Ltd Beijing Chaina 100085

Twin Brooks Flat-B1,House- 8, Road-

Mida Converters 11-30-2015 SASTech Limited N/A Brand New Latvia 10 8 699,102 588,395
2/B Block-J, Baridhara, Dhaka-1212

Eastern Manson (F#6, R#5), 67/9

Splicer Machine 1-14-2016 RC Group N/A Brand New Japan 10 9 688,800 588,216
Kakrail, Dhaka

Optical Fiber Splice La 58/1, Middle Badda (3rd

5-7-2017 Product Plus Solutions N/A Brand New Japan 10 10 784,350 772,746
Machine Floor),Progati Soroni,Dhaka-1212

Jibon Bima Tower (8th floor), 10,

4 Port Ethernet Card 12-17-2015 RA Communication N/A Brand New China 10 8 2,390,862 2,023,390
Dilkisa C/A. Dhaka-1000.

Plot # LA-31/B, Merul Badda,Gulshan,

Power Inverter 11-30-2016 Networld Technology N/A Brand New China 10 9 619,930 583,923
Dhaka, 1212
Others 120,570,069 89,575,462
Total Fiber Equipment 158,235,201 119,558,023

84
Computer & Computer Equipment 32,525,640 11,453,219
Optical Fiber

Jibon Bima Tower(8th

Optical Fiber Cable 6-9-2016 RA Communication N/A Brand New India 5 4 2,508,792 1,978,165
floor),10,DilkisaC/A.Dhaka-1000.

House # 24 (Ground Floor),Road #

Optical Fiber Cable 5-17-2016 ARA Technologies N/A Brand New India 5 4 1,720,000 1,334,532
13/C, Block-E,Banani,Dhaka-1213.

House # 24 (Ground Floor),Road #

Optical Fiber Cable 6-13-2017 ARA Technologies N/A Brand New India 5 5 603,191 597,572
13/C, Block-E,Banani,Dhaka-1213.

Suvastu Arcade IT Park,112/A,1st

Optical Fiber Cable 4-9-2017 Product Plus Solutions N/A Brand New India 5 5 532,316 508,398
Floor,Elephant Road,Dhaka.
Others 26,867,702 18,492,631
Total Optical Fiber 32,232,001 22,911,298
IPTSP & Video Conference Equipment

Jibon Bima Tower (8th floor), 10,

16 port FXO Media Gatway 3-10-2016 RA Communication N/A Brand New China 10 8 3,775,457 755,091
Dilkisa C/A. Dhaka-1000.
Banglades
16 port FXO Media Gatway 3-16-2013 Fancy World 97/1 Baghbari, Mirpur, Dhaka-1216 N/A Brand New 10 5 3,530,227 1,412,091
h
Red Crescent Concord Tower (4 &
Cisco Unified Phone 12-14-2015 Tech Vally Networks Ltd 17th Floo,17, Mohakhali C/A,Dhaka, N/A Brand New USA 10 7 2,215,523 443,105
1212
Red Crescent Concord Tower (4 &
Cisco Unified Phone 12-14-2015 Tech Vally Networks Ltd 17th Floo, 17, Mohakhali C/A,Dhaka, N/A Brand New USA 8 5 1,747,449 655,293
1212
200 Jalan Sultan Road, #02-13
Catalyst 3750X 48 Port Acecom Networks Pte Singapore (199018) Email:
4-30-2014 N/A Brand New Hong kong 6 2 1,526,278 508,759
Data IP Services, Ltd mervinteo@acecomnet.com, Phone:
62953233, Fax: 62953133.
Others 514,060 827,445
Total IPTSP & Video Conference Equipment 13,308,994 4,601,785
Support Equipment
Jibon Bima Tower (8th floor), 10, Dilkisa
Mikrtik Router 5-31-2017 RA Communication N/A Brand New Latvia 10 10 5,960,482 5,911,492
C/A. Dhaka-1000.

85
 Jibon Bima Tower (8th
Mikrtik Router 4-2-2017 RA Communication N/A Brand New Latvia 10 10 4,896,112 4,776,727
floor),10,DilkisaC/A.Dhaka-1000.

Uday Tower (2nd Floor), 57 & 57/A

WASN 4-30-2015 Huawei N/A Brand New China 10 8 5,632,158 4,410,057
Gulshan,Dhaka 1212

Jibon Bima Tower (8th floor),10, Dilkisa

Mikrtik Router 2-16-2017 RA Communication N/A Brand New Latvia 10 10 4,413,346 4,251,322
C/A. Dhaka-1000.
116 Lavender Street, #03-04 Pek Chuan
A DATANET Singapore
NOD-JFDSLCLC 4-5-2015 Building Singapore 338730, Singapore, N/A Brand New Japan 10 9 4,968,812 4,856,615
Pte Ltd
Phone: +6562975592.
116 Lavender Street, #03-04 Pek Chuan
A DATANET Singapore
Spare Parts For WASN 30-04-2014 Building Singapore 338730, Singapore, N/A Brand New China 10 8 5,632,158 4,846,841
Pte Ltd
Phone: +6562975592.
Red Crescent Concord Tower (4 & 17th
Catalyst 3750*48 port data 3-31-2015 Tech Vally Networks Ltd N/A Brand New USA 10 8 4,228,673 3,276,352
Floo, 17, Mohakhali C/A,Dhaka, 1212
ASR 1002 VPN+FW
Bundle w/ESP-5G, AESK9, Tech-Pro Tele Engineering, 36/2 Lake
6-9-2012 Tech Vally Networks Ltd N/A Brand New USA 10 5 1,923,962 950,385
Licenses 4GD DRAM(SPA- Circus, (Ground Floor),Kalabagan,Dhaka
5X1GE-V2)
ASR 1002 VPN+FW
Tech-Pro Tele Engineering, 36/2 Lake
Bundle w/ESP-5G, AESK9, 6-9-2012 Tech Vally Networks Ltd N/A Brand New USA 10 5 2,108,989 1,041,783
Circus, (Ground Floor),Kalabagan,Dhaka
Licenses 4GD DRAM
Jibon Bima Tower (8th floor),10,
Intellinet 16 Port Switch 12-31-2015 RA Communication N/A Brand New China 10 9 649,890 552,496
DilkisaC/A.Dhaka-1000.
Red Crescent Concord Tower (4 & 17th
CISCO 1941 - HSEC +K9 12-14-2015 Tech Vally Networks Ltd N/A Brand New USA 10 8 652,305 551,510
Floo, 17, Mohakhali C/A,Dhaka, 1212
200 Jalan Sultan Road, #02-13
Acecom Networks Pte Singapore (199018) Email:
WS-C3750G-48TS-S 9-19-2013 N/A Brand New Hong kong 10 6 928,961 577,737
Ltd mervinteo@acecomnet.com, Phone:
62953233, Fax: 62953133.
BCS Computer,City IDB Bhaban, Shop #
CIS-ASR1006 12-31-2013 BCS Computer N/A Brand New Thailand 10 7 2,288,518 1,487,850
118,Sher-E-Bangla Nagar
116 Lavender Street, #03-04 Pek Chuan
A DATANET Singapore
Pro V Serces 31-07-2012 Building Singapore 338730, Singapore, N/A Brand New China 10 5 3,910,733 1,987,510
Pte Ltd
Phone: +6562975592.
BCS Computer,City IDB Bhaban, Shop #
CIS-ASR1006 12-31-2013 BCS Computer N/A Brand New Thailand 10 7 2,286,789 1,486,726
118,Sher-E-Bangla Nagar

86
 116 Lavender Street, #03-04 Pek Chuan
Pcs Spare Parts For DBS A DATANET Singapore
30-04-2014 Building Singapore 338730, Singapore, N/A Brand New China 10 7 2,004,295 1,698,712
3900 Pte Ltd
Phone: +6562975592.
House # 485, Middle Faidabad. Uttara,
Mikrtik Router 7-15-2014 ARRA Technologies Ltd. N/A Brand New China 10 7 2,395,672 1,686,159
Dhaka-1230.
Jibon Bima Tower (8th floor), 10, Dilkisa
Mikrtik Router 9-25-2016 RA Communication N/A Brand New Latvia 10 9 1,635,969 1,511,366
C/A. Dhaka-1000.
CISCO 2921/K9,CISCO Red Crescent Concord Tower (4 & 17th
11-26-2015 Tech Vally Networks Ltd N/A Brand New USA 10 8 1,034,833 869,827
2921-V/K9, Floo, 17, Mohakhali C/A,Dhaka, 1212
Beijing Huahuan No.26, Shangdi 6th. Haidian District
H9MO-LMFV2/EJ 2-12-2015 N/A Brand New China 10 8 1,103,823 841,022
Electronics Co. Ltd Beijing Chaina 100085
116 Lavender Street, #03-04 Pek Chuan
A DATANET Singapore
I-Manager M200 30-04-2014 Building Singapore 338730, Singapore, N/A Brand New China 10 8 11,367,185 9,160,108
Pte Ltd
Phone: +6562975592.
Tenda 16 port Switch Kha-214, Merul Badda, Gulshan, Dhaka-
11-30-2014 Modern Technology N/A Brand New China 10 7 865,477 641,875
10/100MBPS 1212.
International Office Land Mark Building (3rd Floor),12-14
Server 12-10-2015 N/A Brand New Japan 10 8 758,500 640,465
Machines Ltd Gulshan North C/A,Dhaka, 1212
Rectifier Module 11-30-2016 Eltek Power Pte Flat: A2, H# 17 R# 42, Gulshan-2, Dhaka N/A Brand New China 10 9 785,167 739,563
1420 E. Roseville Parkway, Suite 140-
Cisco 7206 VXR with NPE- 110, Roseville, CA 95661, Email:
9-19-2013 sapia Networks N/A Brand New USA 10 6 1,173,422 729,772
g2 matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.
Edge Server 2-23-2017 Tech Vally Networks Ltd TechValley Networks Limited N/A Brand New USA 10 10 732,187 706,711
House # 11/B, Road # 12 (New).
Rack Mountable Server 6-11-2015 Computer Source Ltd. N/A Brand New China 10 8 1,220,000 969,315
Dhanmondi R/A. Dhaka-1209.
Red Crescent Concord Tower (4 & 17th
Rack Server 5-24-2017 Tech Vally Networks Ltd N/A Brand New USA 10 10 1,344,000 1,330,376
Floo, 17, Mohakhali C/A,Dhaka, 1212
116 Lavender Street, #03-04 Pek Chuan
Uplink switch with rack A DATANET Singapore
6-29-2017 Building Singapore 338730, Singapore, N/A Brand New China 10 10 1,820,471 1,819,972
mount kit Pte Ltd
Phone: +6562975592.
116 Lavender Street, #03-04 Pek Chuan
A DATANET Singapore
NOD-JFDSLCLC 4-5-2015 Building Singapore 338730, Singapore, N/A Brand New Japan 10 8 2,308,020 1,791,403
Pte Ltd
Phone: +6562975592.
Uday Tower (2nd Floor), 57 & 57/A
DBS 3900 4-30-2014 Huawei N/A Brand New China 10 7 2,487,083 1,698,712
Gulshan,Dhaka 1212

87
 Jibon Bima Tower (8th
Mikrtik Router 11-6-2016 RA Communication N/A Brand New Latvia 10 9 3,521,350 3,293,668
floor),10,DilkisaC/A.Dhaka-1000.
Concord Tower ( Ground Floor),113 Kazi
Cisco 871-SEC-K9 Router 4-13-2016 Expediter Ltd Nazrul Islam Avenue,Manglamotor, N/A Brand New USA 10 9 2,906,549 2,553,781
Dhaka
Jibon Bima Tower (8th
Mikrtik Router 1-1-2017 RA Communication N/A Brand New Latvia 10 10 2,617,526 2,488,443
floor),10,DilkisaC/A.Dhaka-1000.
1420 E. Roseville Parkway, Suite 140-
110, Roseville, CA 95661, Email:
Cisco Router 5-31-2015 sapia Networks N/A Brand New USA 10 8 2,007,500 1,588,950
matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.
1420 E. Roseville Parkway, Suite 140-
Gigabite SFP Industrial 110, Roseville, CA 95661, Email:
1-28-2016 sapia Networks N/A Brand New USA 10 9 1,621,610 1,391,030
Switch matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.
Red Crescent Concord Tower (4 & 17th
CISCO 2901 SEK/K9 4-5-2016 Tech Vally Networks Ltd N/A Brand New USA 10 9 1,410,272 1,236,016
Floo, 17, Mohakhali C/A,Dhaka, 1212
1420 E. Roseville Parkway, Suite 140-
Cisco 7206 VXR-NPE- 110, Roseville, CA 95661, Email:
5-31-2015 sapia Networks N/A Brand New USA 10 8 1,376,572 1,089,566
G2,2GB Ram matts@sapianet.com, Phone: 877-672-
2565, Fax: 415-787-4847.
Others** 529,863 407,437
Total Support Equipment 99,509,232 81,849,653
Grand Total 873,719,348 633,724,147

*Total Purchase Price with other cost includes invoice value including import duties and non‐refundable purchase taxes, bank charge, insurance permium, carrige, clearing & forwarding
agentsCommission.

** Others included cost of Plant & Machinaries which value is less than Taka. 5 Lac.

88
(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers,
date of placement of order and the date or expected date of supply, etc.:

Since ADN Telecom Limited is a service-oriented company, therefore machineries are not associated with the operation of
the company. However, the Company will procure some equipment for its expansion, which is mentioned in Section XXII
under head of “Use of Proceeds” of this prospectus.

(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost estimates given
shall also be mentioned:
There are no such machineries which are yet to be delivered.
(xi) If plant is purchased in brand new condition then it should be mentioned:

The company purchased all the Plants in brand new condition. In this connection, Auditor's certificate is as follows:

DECLARATION RELATED TO MACHINERIES BEING BRAND NEW

TO WHOM IT MAY CONCERN

ADN Telecom Limited is a domestic and international connectivity service provider company having no plant and
machineries of manufacturing nature in the operation process of the company. However, the company use some
equipments in it’s operation process.

Based on equipment schedule, we do hereby declare that all the equipment of the company were purchased in brand new
condition. There are no re-conditioned or second hand equipment installed in the company.

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including
the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as
submitted to the Commission:
The company neither uses any re-conditioned/second-hand plant & machinery nor any plan to buy secondhand or
reconditioned machineries.

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the
commission:
Physical Verification Report
on
ADN Telecom Limited

Visited and Accompanied by Name Designation and Institutions

Chief Executive Officer (Additional Charge)
Mr. Md. Sohel Rahman
ICB Capital Management Ltd.
Senior Executive Officer
Mrs. Swapna Roy
ICB Capital Management Ltd.
Visited by
Executive Officer
Mr. Md. Fazlul Hoque
ICB Capital Management Ltd.
Senior Officer
Mr. Md. Ashadur Rahman
ICB Capital Management Ltd.

89
 Head of Technical Operation
Mr. Mohammad Hamidur Rashid
ADN Telecom Limited
Accompanied by Manager (F& A)
Mr. Mohammad Abdus Sattar
ADN Telecom Limited
Mr. Rayhan Kamal, ACS Assistant Company Secretary
ADN Telecom Limited

Company Overview:
ADN Telecom Limited (Formerly known as Advanced Data Networks System Limited) was incorporated on September 22,
2003 under the Companies Act 1994 as a Private Limited Company. It commenced its commercial operation in 2003. ADN
Telecom was converted into public limited company from private limited on July 25, 2012. The authorized and paid-up
capital of the company is as follows:

Particulars Amount in BDT

Authorized Capital 2,000,000,000
Paid up Capital(as on June 30, 2017) 448,600,000
IPO Size (BDT) 570,000,000
Face value 10

During the course we have visited the following Offices, POPs and land of ADN Telecom Limited:

Khulna Office
Registered & Corporate Office 25-26, BDBL Bhaban (Level-7),
Red Crescent Concord Tower (19th Floor) (Former Shilpa Bank Bhaban),
17 Mohakhali C/A, Dhaka-1212, Bangladesh. KDA C/A, Upper Jessore Road,
Khulna-9100, Bangladesh.
Chittagong Office Faridpur Office
IFCO Complex (10th Floor - South) Shamsuddin Tower (Room No. 89)
1147/A, CDA Avenue, GEC Circle, Nasirabad, Ward No. 04, Alipur, Faridpur, Bangladesh.
Chittagong, Bangladesh.
Sylhet Office
RCC POP
Garden Tower Apartment
Red Crescent Concord Tower (19th Floor), 17, Mohakhali
Flat No. - GTA3113, 11th Floor,
Commercial Area, Bir Uttam AK Khandakar Rd, Dhaka.
Shahjalal Bridge Link Road, Sylhet - 3100, Bangladesh.
CEPZ POP
Motijheel POP
BEPZA Administrative Building 1st Floor,
10 Dilkusha C/A, Jiban Bima Bhaban, Dhaka.
CEPZ, Chittagong.
Kalurghat POP
Uttara POP
Hazi Mustafa Bhaban, Sec-2764/D, Cnb, Kalurghat,
H # 76, R # 2, Sector # 3, Uttara, Dhaka.
Chittagong.
Dhanmondi POP KEPZ POP
Concord Royal Court, (4th Floor), Bepza Administrative Building ,Ground Floor, Karnaphuli
Plot # 275 (G) Road # 27, Dhanmondi, R/A, Dhaka. Epz,North Potenga, Chittagong
Lalkhan Bazar POP
Karwan Bazar POP
Setra Ahmed 357,Tangkir Pahar,
3/B, AC Bhaban, 5th Floor, Karwanbazar, Dhaka.
Lalkhan Bazar,Chittagong.
Panthapath POP
Firoz Tower, 152/3-B, Green Road, Sylhet POP
Panthapath, Dhaka. Garden Tower, Shahjalal Bridge Link Road, Sylhet.

Rikabibazar POP-Sylhet
Gulshan -1 POP
White Rose Shopping Center, Ideal Hospital Building ,
House#6, Road-133,Gulshan 1, Dhaka.
Rikabibazar, Sylhet

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 Gulshan -2 POP Khulna POP
East Nibash, 138 Gulshan Avenue, 25-26, KDA Commercial Area,
Gulshan 2, Dhaka. Upper Jessor Road, Khulna.
Banani Bazar POP Barisal CLP
H # 15/A, R # 5, Block # F, Banani, Dhaka. Basar Road, Barisal
Baridhara POP Patuakhali CLP
Ka-9/A, Road # 12, Baridhara, Dhaka. Notun Bazar, Patuakhali Sadar, Patuakhali.
Mirpur-10 POP Bhola CLP
Paradise Home Complex, Near Govt Boys High School, Bhola Town,
H # 19, R # 02, Section # 10, Mirpur, Dhaka. Bhola Sadar, Bhola.
Nawabpur POP
Brahmanbaria CLP
161, Nawabpur Road,Khan Electric Market ,
Madrasa Road, Kandi Para Brahmanbaria
10th FL ,Dhaka.
Shantinagar POP
Chandpur CLP
24/3 Bir Uttam Samsul Alam Road,
Shapla Sattar,Chandpur Sadar,Chandpur
Chameli Bag, Shantinagar, Dhaka.
Wari POP Comilla CLP
28/1, Gardenia Cyber Café, Rankin Street, Wari, Dhaka. Satter Khan Complex, Monohorpur, Sadar, Comilla
Tongi POP
Cox's Bazar CLP
Sena Kallayn Comercial Complex ,
Burmese Market, Cox's Bazar
Pl-9, Block -F, Tongi Bazar, Gazipur
Chandra POP Feni CLP
Niagra Textile, Chandra Mor, Gazipur . Rahman Market, Housing-23, Pargasia Road, Feni
Gazipur POP
Laxmipur CLP
Sheikh Monzil, Post- Chandana,
Laxmipur Town.
Joydebpur Chourasta, Gazipur
Savar EPZ POP
Noakhali CLP
Fahami Garments, Baipail,
Maijdee Super Market,Super Market Maijdee,Noakhali
Near Epz, Savar, Dhaka
Savar GQ POP Mawna CLP
Gq Plastic Factory, Genda , Savar. Mulaid, Maona, Sreepur, Gazipur.
Narayanganj POP
Gopalganj CLP
230/1,Lutfa Tower , 12 Fl, Bb Road, Chashara ,
Vobanipur, Gopalganj Sadar, Gopalganj
Narayanganj.
Ghoshaildanga POP
Jamalpur CLP
Sarker Tower, 10th Fl , 1103/B, Barek Building Cercle,
Robbani Plaza, Doya Moye Road, Jamalpur
Agrabad , Goshaildanga, Chittagong
GEC POP Kishoreganj CLP
Ifco Complex ,1147/A,East Nasirabad, Castle Salam, Holding No- 613, Borobazar, Kishoreganj
Cda Avenue, Gec Circle, Chittagong Sadar, Sadar, Kishoreganj
Agrabad POP Madaripur CLP
95, Agrabad C/A,(2nd FL) Chittagong Raintreetola, Main Road, Puran Bazaar, Madaripur
Munshiganj CLP Satkhira CLP
600, Khacharir More, Lichutola, Munshiganj. Boro Bazar, Satkhira.
Mymensingh CLP Bogra CLP
Mymensing Railway Station,Mymensing. Borogola, Bogra
Narsingdi CLP Chapainawabganj CLP
Souradipark, Narsingdi. Baten Kha'r Mor, Arambag, Chapainawabganj
Netrokona CLP Joypurhat CLP
Syed Manson , Tere Bazar Road, Natrakuna Sattar Market, Joypurhat
Tangail CLP Natore CLP
Mukta Hospital Bindubashini Girls School Road Tangail M. Holding No. 539/A, Kanaikhali, Sadar, Natore
Naogoan CLP
Bagerhat CLP
Chawkmuktar,Naogaon Sadar,
Shaltola Super Market,Shaltola, Bagerhat
(Opposite Of Borendra Office),Naogaon

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 Chuadanga CLP Pabna CLP
Hospital Road, Chuadanga Sadar, Chuadanga Chapamosjid Road,Pabna
Jessore CLP Rajshahi CLP
Al-Amin Machineary, RN Road, Jossore Sadar, Jossore Rajshahi Bsc, Uposhahar,Rajshahi
Jhenaidah CLP Sirajganj CLP
Sugandha Rest House, B.B Road, Jhenaidah Jaman Complex S S Road, Sirajganj
Thakurgaon CLP
Kustia CLP
Hotel Salam International,
155, Nabab Sirajuddoula Road, Bahadur Khalid, Kustia
North Circular Road,Thakurgaon.
Magura CLP
Rangpur CLP
Madina Building, Syed Ator Ali Road, Magura Sadar,
Chachlen Road,Jumma Para, Rangpur
Magura.
Narail CLP Gaibandha CLP
Kollol Super Market , Kalibari Road , Narail V-Aid Road ,Master Para, Gaibandha
Dinajpur CLP
Moulvibazar CLP
Holding #474/422, Ward#A,
103 Central Road, Moulvibazar
Maldahpatty, Sadar, Dinajpur
Sunamganj CLP Habiganj CLP
Holding No- 758, Notunpara, Sadar, Sunamgonj Dakghar Road ,Habiganj
Location-Madani Avenue, Boro Beraid, Badda, Dhaka.
Land Location- Ward: 6, Mouja : Bhajanpur, Union: Bhajanpur,
Police Station: Tetulia ,District: Panchagarh.
Nature of Business:
The principal activities of the company includes providing seamless, secured data & internet connectivity to various grades
of customers using fiber, satellite and wireless solutions. ADN Telecom Ltd. has been providing services in the market with a
high level of success since 2003. ADN Telecom Ltd. is the prime service provider for domestic and international connectivity
services and solutions duly authorized by the Bangladesh Telecommunication Regulatory Commission (BTRC).

ADN Telecom is a first tier Telecom service provider as well as an IT Enabler Service provider. Its range of products allow it
to deliver service to mostly corporate, B2B, government, financial institutions, etc. There are future plans to expand
coverage to include B2C products and services.
Description of Properties:
After physically visit, we have identified the properties of ADN Telecom Limited are as follows:

POP:
Sl. POP Name Location Address Equipment
1. Switch (15, PCs)
2. Cisco Router (20, PCs)
Red Crescent Concord Tower (19th 3. Server (22, PCs)
Floor), 17, Mohakhali Commercial 4. MUX (33, PCs)
1 RCC POP
Area, Bir Uttam AK Khandakar Rd, 5. ODF (7, PCs)
Dhaka. 6. Radio Base (14, PCs)
7. UPS (5, PCs)
8. Rectifier(1,PCs)
1. CISCO Router 7206 Series VXR, (2pcs)
2. Switch, (6pcs)
3. Mikrotik Router 750/750 r2, (1pcs)
Jiban Bima Tower, 7, Bangabandhu
2 Motijheel POP 4. Server-Intel® Xeon® Processor E5-2697
Avenue, Dhaka.
v3,(1pcs)
5. Server-Intel® Xeon® Processor E5-2697
vz2, (1pcs)

92
 6. NEC Express 5800/R110g-1E-1U Rack
Server,(1pcs)
7. NEC Express 5800/R120e-2M 2URack
Mountable, (1pcs)
8. 16 Slots Manageable Media Converter
Chassis, (1pcs)
9. Cisco 2921 Router, (2pcs)
10. Cisco ASR 1006 Router, (2pcs)
11. Dell PowerEdge Server-R730, (3pcs)
12. Cisco ASR 1013 Router, (1pcs)
13. ODF, (12pcs)
14. Media Converter Cabinet, (4pcs)
15. Media Converter, (71pcs)
16. MUX, (8pcs)
17. E1 to Ethernet Converter, (2pcs)
18. SDH Mux-H9MOLMFE, (1pcs)
19. Tejas Mux TJ 1100, (1pcs)
20. AVR, (2pcs)
22. Rectifier, (1pcs)
23. Emerson Presition Aircondition, (1pcs)
24. UPS, (2pcs)
25. Generator,(3pcs)
1. CISCO Router 7206 Series VXR,(1pcs)
2. Switch,(3pcs)
3. MUX ,(2pcs)
4. Media Converter Cabinet,(5pcs)
H # 76, R # 2, Sector # 3, Uttara,
3 Uttara POP 5. Media Converter,(65pcs)
Dhaka.
6. ODF,(7pcs)
7. Radio Base,(6pcs)
8. Inverter,(1pcs)
9. Rectifier,(1pcs)
1. CISCO Router 7206 Series VXR,(1Pcs)
2. Mikrotik Router 750/750 r2,(1Pcs)
3. Switch,(3Pcs)
4. MUX ,(1Pcs)
Concord Royal Court, (4th Floor), Plot
5. Media Converter Cabinet,(3Pcs)
4 Dhanmondi POP # 275 (G) Road # 27, Dhanmondi,
6. Media Converter,(41Pcs)
R/A, Dhaka.
7. ODF,(7Pcs)
8. Radio Base,(3Pcs)
9. Rectifier,(1Pcs)
10. Inverter,(1Pcs)
1. CISCO Router 7206 Series VXR,(1Pcs)
2. Switch,(1Pcs)
3. Mikrotik Router 750/750 r2,(1Pcs)
3/B, AC Bhaban, 5th Floor, Behind
5 Karwan Bazar POP 4. Media Converter Cabinet,(2Pcs)
BSRS Bhaban, Karwanbazar, Dhaka.
5. Media Converter,(24Pcs)
6. ODF,(2Pcs)
7. UPS,(1Pcs)
6 Panthapath POP Firoz Tower, 152/3-B, Green Road, 1. CISCO Router 7206 Series VXR,(1Pcs)

93
 Panthapath, Dhaka. 2. Switch,(1Pcs)
3. Mikrotik Router 750/750 r2,(1Pcs)
4. Media Converter Cabinet,(3Pcs)
5. Media Converter,(45Pcs)
6. ODF,(3Pcs)
7. UPS,(1Pcs)
1. CISCO Router 2600 Series,(1Pcs)
2. CISCO Router 7206 Series VXR,(1Pcs)
3. Switch,(3Pcs)
4. Mikrotik Router 750/750 r2,(1pcs)
House#6, Road-133, Gulshan 1, 5. ODF,(9Pcs)
7 Gulshan -1 POP
Dhaka. 6. MUX ,(2Pcs)
7. Gepon OLT ,(1Pcs)
8. Media Converter,(94Pcs)
9. Media Converter Cabinet,(5Pcs)
10. Rectifier,(2Pcs)
1. 16 Slots Manageable Media Converter
Chassis,(1Pcs)
2. Switch,(2Pcs)
3. Mikrotik Router 750/750 r2,(1Pcs)
4. CISCO Router 7206 Series VXR,(1pcs)
East Nibash, 138 Gulshan Avenue, 5. MUX ,(1Pcs)
8 Gulshan -2 POP
Gulshan 2, Dhaka. 6. Media Converter,(43Pcs)
7. Media Converter Cabinet,(2Pcs)
8. Gepon OLT ,(1Pcs)
9. ODF,(4Pcs)
10. Rectifier,(1Pcs)
11. Inverter,(1Pcs)
1. Switch,(2Pcs)
2. CISCO 2911 Router,(1pcs)
3. MUX ,(1Pcs)
H # 15/A, R # 5, Block # F, Banani,
9 Banani Bazar POP 4. Media Converter Cabinet,(3Pcs)
Dhaka.
5. Media Converter,(44Pcs)
6. ODF,(3Pcs)
7. UPS,(1Pcs)
1. Cisco WS-C3750G-48TS-S Switch,(2Pcs)
2. Mikrotik Router 750/750 r2,(1Pcs)
3. CISCO Router 2911 ,(1Pcs)
4. MUX ,(1Pcs)
Ka-9/A, Road # 12, Baridhara,
10 Baridhara POP 5. SDH Mux-H9MOLMFE,(1Pcs)
Dhaka.
6. Media Converter Cabinet,(2Pcs)
7. Media Converter,(27Pcs)
8. ODF,(3Pcs)
9. UPS,(1Pcs)
1. CISCO Router 7206 Series VXR,(1Pcs)
2. Switch,(3Pcs)
Paradise Home Complex, H # 19, R #
11 Mirpur-10 POP 3. 16 Slots Manageable Media Converter
02, Section # 10, Mirpur, Dhaka.
Chassis,(1Pcs)
4. Mikrotik Router 750/750 r2,(1Pcs)

94
 5. Media Converter Cabinet,(2Pcs)
6. Media Converter,(25Pcs)
7. ODF,(4Pcs)
8. UPS,(1Pcs)
1. Mikrotik Router CCR-1009-8G-1S-PC,(1pcs)
2. Mikrotik Router 750/750 r2,(1pcs)
3. Media Converter,(2pcs)
161, Nawabpur Road, Khan Electric
12 Nawabpur POP 4. ODF,(2pcs)
Market , 10th FL ,Dhaka.
5. Radio Base,(3pcs)
6. UPS,(1pcs)
7. AVR,(1pcs)
1. CISCO Router 7206 Series VXR,(1pcs)
2. Switch,(1pcs)
24/3 Bir Uttam Samsul Alam Road, 3. ODF,(1pcs)
13 Shantinagar POP
Chameli Bag, Shantinagar, Dhaka. 4. Media Converter Cabinet,(1pcs)
5. Media Converter,(18pcs)
6. UPS,(1pcs)
1. Switch,(3pcs)
2. Mikrotik Router CCR-1009-8G-1S-PC,(1pcs)
28/1, Gardenia Cyber Café, Rankin
14 Wari POP 3. Media Converter,(1pcs)
Street, Wari, Dhaka.
4. ODF,(3pcs)
5. UPS,(1pcs)
1. Switch,(1pcs)
2. CISCO 2911 Router,(1pcs)
3. Media Converter Cabinet,(1pcs)
Sena Kallayn Comercial Complex ,Pl-
15 Tongi POP 4. Media Converter,(28pcs)
9, Block -F, Tongi Bazar, Gazipur
5. ODF,(2pcs)
6. Radio Base,(6pcs)
7. UPS,(1pcs)
1. Switch,(1pcs)
2. Mikrotik Router CCR1009,(1pcs)
Niagra Textile, Chandra Mor, Gazipur 3. ODF,(1pcs)
16 Chandra POP
. 4. MUX ,(1pcs)
5. Radio Base,(4pcs)
6. UPS,(1pcs)
1. Switch,(1pcs)
2. CISCO 2911 Router,(1pcs)
3. Media Converter Cabinet,(1pcs)
Sheikh Monzil, Post- Chandana, 4. Media Converter,(17pcs)
17 Gazipur POP
Joydebpur Chourasta, Gazipur 5. MUX ,(1pcs)
6. Radio Base,(11pcs)
7. Rectifier,(1pcs)
8. Inverter,(1pcs)
1. Cisco 3925 Router,(1pcs)
2. switch,(3pcs)
Fahami Garments, Baipail, Near Epz, 3. Media Converter Cabinet,(2pcs)
18 Savar EPZ POP
Savar, Dhaka 4. Media Converter,(33pcs)
5. ODF,(2pcs)
6. MUX ,(1pcs)

95
 7. Radio Base,(10pcs)
8. Inverter,(1pcs)
9. Generator,(1pcs)
10. Rectifier,(2pcs)
1. Switch,(1pcs)
2. Linksys VPN Router 4port (RV041/42)
Router,(1pcs)
3. ODF,(2pcs)
19 Savar GQ POP Gq Plastic Factory, Genda, Savar. 4. OLT Device,(1pcs)
5. Media Converter Cabinet,(2pcs)
6. Media Converter,(19pcs)
7. MUX ,(1pcs)
8. UPS,(1pcs)
1. CISCO Router 7206 Series VXR,(1pcs)
2. Switch ,(2pcs)
3. Mikrotik Router 750/750 r2,(1pcs)
4. ODF,(1pcs)
5. Media Converter Cabinet,(1pcs)
230/1, Lutfa Tower, 12 Fl, Bb Road,
20 Narayanganj POP 6. MUX ,(1pcs)
Chashara, Narayanganj.
7. Media Converter,(14pcs)
8. Radio Base,(10pcs)
9. Inverter,(1pcs)
10. AVR,(1pcs)
11. Rectifier,(1pcs)
1. Switch,(1Pcs)
2. Mikrotik Router 750/750 r2,(1Pcs)
Sarker Tower, 10th Fl , 1103/B, Barek
3. Media Converter,(2Pcs)
21 Ghoshaildanga POP Building Cercle, Agrabad ,
4. Radio Base,(5Pcs)
Goshaildanga, Chittagong
5. Rectifier,(1Pcs)
6. UPS,(1Pcs)
1. Juniper M120 Router,(1Pcs)
2. Linksys VPN Router 4port (RV041/42)
Router,(3Pcs)
3. Mikrotik CCR1016-12G Router,(1Pcs)
4. CISCO Router 7206 Series VXR,(2Pcs)
5. Mikrotik Router 750/750 r2,(5Pcs)
6. CISCO 831 Router,(2Pcs)
7. switch ,(7Pcs)
IFCO Complex ,1147/A,East
8. Cisco 2800 Series Router,(2Pcs)
22 GEC POP Nasirabad, CDA Avenue, GEC
9. MUX ,(7Pcs)
Circle, Chittagong
10. TJ1270 -TEJAS MUX,(1Pcs)
11. Media Converter Cabinet,(3Pcs)
12. Media Converter,(46Pcs)
13. Radio Base,(5Pcs)
14. Rectifier,(1Pcs)
15. AVR,(1Pcs)
16. UPS,(4Pcs)
17. Generator,(1Pcs)
23 Agrabad POP 95, Agrabad C/A,(2nd FL) Chittagong 1. Cisco 24 port Switch(SF300),(1Pcs)

96
 2. Cisco Catalyst 2950 SX 24port Switch,(1Pcs)
3. Media Converter Cabinet,(2Pcs)
4. ODF,(1Pcs)
5. Media Converter,(27Pcs)
6. MUX ,(1Pcs)
7. UPS,(1Pcs)
1. Switch,(1Pcs)
2. MUX ,(1Pcs)
BEPZA Administrative Building 1st
24 CEPZ POP 3. Media Converter Cabinet,(1Pcs)
Floor, CEPZ, Chittagong.
4. Media Converter,(6Pcs)
5. UPS,(1Pcs)
1. Cisco Catalyst 2950 SX 24port Switch,(1Pcs)
2. MikroTik RB1100AHX2 Router,(1Pcs)
3. Mikrotik Router 750/750 r2,(1Pcs)
Hazi Mustafa Bhaban, Sec-2764/D,
25 Kalurghat POP 4. Media Converter Cabinet,(1Pcs)
Cnb, Kalurghat, Chittagong.
5. Media Converter,(13Pcs)
6. Radio Base,(4Pcs)
7. UPS,(1Pcs)
1. Cisco Catalyst 2950 SX 24port Switch,(1Pcs)
BEPZA Administrative Building, 2. Media Converter Cabinet,(1Pcs)
26 KEPZ POP Ground Floor, Karnaphuli EPZ,North 3. Media Converter,(1Pcs)
Potenga, Chittagong 4. Radio Base,(2Pcs)
5. UPS,(1Pcs)
1. Switch,(2Pcs)
2. Media Converter Cabinet,(3Pcs)
3. Media Converter,(35Pcs)
Setra Ahmed 357, Tangkir Pahar, 4. MUX ,(1Pcs)
27 Lalkhan Bazar POP
Lalkhan Bazar, Chittagong. 5. Radio Base,(8Pcs)
6. Rectifier,(1Pcs)
7. UPS,(1Pcs)
8. Generator,(2Pcs)
1. Switch,(4pcs)
2. Mikrotik Router 750/750 r2,(1pcs)
3. CISCO Router 7206 Series VXR,(1Pcs)
4. Media Converter Cabinet,(2pcs)
Garden Tower, Shahjalal Bridge Link
28 Sylhet POP 5. Radio Base,(12pcs)
Road, Sylhet.
6. Rectifier,(1pcs)
7. UPS,(1pcs)
8. Inverter,(1pcs)
9. Generator,(1pcs)
1. MikroTik RB1100AHX2 Router,(1pcs)
White Rose Shopping Center, Ideal 2. Media Converter,(1pcs)
29 Rikabibazar POP-Sylhet Hospital Building , Rikabibazar, 3. Media Converter Cabinet,(1pcs)
Sylhet 4. Radio Base,(3pcs)
5. UPS,(1pcs)
1. Switch,(4pcs)
25-26, KDA Commercial Area, Upper 2. MikroTik CCR1036-12G-4S Router,(2pcs)
30 Khulna POP
Jessor Road, Khulna. 3. MUX ,(2Pcs)
4. Radio Base,(9pcs)

97
 5. Rectifier,(1pcs)
6. UPS,(1pcs)
7. Inverter,(1pcs)
8. Generator,(1pcs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (4PCs)
31 Barisal CLP Basar Road, Barisal
3. UTP Cable, (400Feet)
4. Fiber Media Converter, (2PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (1PCs)
Notun Bazar, Patuakhali Sadar,
32 Patuakhali CLP 3. UTP Cable, (150Feet)
Patuakhali.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Near Govt Boys High School, Bhola
33 Bhola CLP 3. UTP Cable, (300Feet)
Town, Bhola Sadar, Bhola.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Madrasa Road, Kandi Para
34 Brahmanbaria CLP 3. UTP Cable, (300Feet)
Brahmanbaria.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Shapla Sattar,Chandpur
35 Chandpur CLP 3. UTP Cable, (300Feet)
Sadar,Chandpur.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Satter Khan Complex, Monohorpur,
36 Comilla CLP 3. UTP Cable, (200Feet)
Sadar, Comilla.
4. Fiber Media Converter, (2PCs)
5. Switch, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
37 Cox's Bazar CLP Burmese Market, Cox's Bazar. 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
5. Router, (1PCs)
1. 5 GHZ Base Station, (1PCs)
Rahman Market, Housing-23, 2. UTP Cable, (150Feet)
38 Feni CLP
Pargasia Road, Feni. 3. E1 Converter, (1PCs)
4. Fiber Media Converter, (2PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (1PCs)
39 Laxmipur CLP Laxmipur Town.
3. UTP Cable, (150Feet)
4. Fiber Media Converter, (2PCs)
Maijdee Super Market,Super Market 1. Switch, (1PCs)
40 Noakhali CLP
Maijdee,Noakhali. 2. 5 GHZ Base Station, (3PCs)

98
 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (5PCs)
41 Mawna CLP Mulaid, Maona, Sreepur, Gazipur. 3. UTP Cable, (700Feet)
4. Fiber Media Converter, (2PCs)
5. Point to Point Backhaul Radio , (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Vobanipur, Gopalganj Sadar,
42 Gopalganj CLP 3. UTP Cable, (300Feet)
Gopalganj.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (1PCs)
Robbani Plaza, Doya Moye Road,
43 Jamalpur CLP 3. UTP Cable, (200Feet)
Jamalpur.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
Castle Salam, Holding No- 613,
2. 5 GHZ Base Station, (1PCs)
44 Kishoreganj CLP Borobazar, Kishoreganj Sadar,
3. UTP Cable, (150Feet)
Sadar, Kishoreganj.
4. Fiber Media Converter, (2PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Raintreetola, Main Road, Puran
45 Madaripur CLP 3. UTP Cable, (300Feet)
Bazaar, Madaripur.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. 5 GHZ Base Station, (2PCs)
600, Khacharir More, Lichutola,
46 Munshiganj CLP 2. UTP Cable, (300Feet)
Munshiganj.
3. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (1PCs)
Mymensing Railway Station,
47 Mymensingh CLP 3. UTP Cable, (400Feet)
Mymensing.
4. Fiber Media Converter, (2PCs)
5. 5 GHZ Base Station, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
3. UTP Cable, (400Feet)
48 Narsingdi CLP Souradipark, Narsingdi.
4. Fiber Media Converter, (2PCs)
5. Point to Point Backhaul Radio , (1PCs)
6. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (1PCs)
Syed Manson , Tere Bazar Road,
49 Netrokona CLP 3. UTP Cable, (150Feet)
Natrakuna.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. 5 GHZ Base Station, (3PCs)
Mukta Hospital Bindubashini Girls 2. UTP Cable, (300Feet)
50 Tangail CLP
School Road Tangail. 3. E1 Converter, (1PCs)
4. Router, (1PCs)

99
 1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Shaltola Super Market,Shaltola,
51 Bagerhat CLP 3. UTP Cable, (150Feet)
Bagerhat.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
Hospital Road, Chuadanga Sadar, 2. 5 GHZ Base Station, (3PCs)
52 Chuadanga CLP
Chuadanga. 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
1. Router, (1PCs)
2. 3.5 GHz Base Station , (1PCs)
Al-Amin Machineary, RN Road,
53 Jessore CLP 3. UTP Cable, (150Feet)
Jossore Sadar, Jossore.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (1PCs)
Sugandha Rest House, B.B Road,
54 Jhenaidah CLP 3. UTP Cable, (150Feet)
Jhenaidah.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (3PCs)
155, Nabab Sirajuddoula Road,
55 Kustia CLP 3. UTP Cable, (400Feet)
Bahadur Khalid, Kustia.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. 5 GHZ Base Station, (1PCs)
Madina Building, Syed Ator Ali Road, 2. UTP Cable, (150Feet)
56 Magura CLP
Magura Sadar, Magura. 3. E1 Converter, (1PCs)
4. Switch, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Kollol Super Market , Kalibari Road ,
57 Narail CLP 3. UTP Cable, (300Feet)
Narail.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
58 Satkhira CLP Boro Bazar, Satkhira.
3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
59 Bogra CLP Borogola, Bogra. 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (1PCs)
Baten Kha'r Mor, Arambag,
60 Chapainawabganj CLP 3. UTP Cable, (150Feet)
Chapainawabganj.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
61 Joypurhat CLP Sattar Market, Joypurhat.
2. 5 GHZ Base Station, (2PCs)

100
 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
M. Holding No. 539/A, Kanaikhali, 2. 5 GHZ Base Station, (2PCs)
62 Natore CLP
Sadar, Natore. 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
1. Router, (1PCs)
Chawkmuktar, Naogaon Sadar, 2. 5 GHZ Base Station, (1PCs)
63 Naogoan CLP (Opposite Of Borendra Office), 3. UTP Cable, (150Feet)
Naogaon. 4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
64 Pabna CLP Chapamosjid Road, Pabna.
3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (4PCs)
65 Rajshahi CLP Rajshahi BSC, Uposhahar, Rajshahi. 3. UTP Cable, (500Feet)
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (3 PCs)
66 Sirajganj CLP Jaman Complex S S Road, Sirajganj. 3. UTP Cable, (400 Feet)
4. Fiber Media Converter, (2 PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (2PCs)
Hotel Salam International, North
67 Thakurgaon CLP 3. UTP Cable, (300Feet)
Circular Road,Thakurgaon.
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
2. 5 GHZ Base Station, (3PCs)
Chachlen Road,Jumma Para,
68 Rangpur CLP 3. UTP Cable, (400Feet)
Rangpur
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (1PCs)
V-Aid Road , Master Para,
69 Gaibandha CLP 3. UTP Cable, (150 Feet)
Gaibandha
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
Holding # 474/422, Ward# A, 2. 5 GHZ Base Station, (3PCs)
70 Dinajpur CLP
Maldahpatty, Sadar, Dinajpur. 3. UTP Cable, (400 Feet)
4. Fiber Media Converter, (2PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
71 Habiganj CLP Dakghar Road ,Habiganj
3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)

101
 5. E1 Converter, (1PCs)
1. Switch, (1PCs)
2. 5 GHZ Base Station, (2PCs)
72 Moulvibazar CLP 103 Central Road, Moulvibazar. 3. UTP Cable, (300Feet)
4. Fiber Media Converter, (2PCs)
5. E1 Converter, (1PCs)
1. Router, (1PCs)
Holding No- 758, Notunpara, Sadar, 2. 5 GHZ Base Station, (1PCs)
73 Sunamganj CLP
Sunamgonj 3. UTP Cable, (150Feet)
4. Fiber Media Converter, (2PCs)

Computer Software:

At present ADN Telecom use the following major software:

1. The company uses in-house developed web-based Enterprise Resource Planning (ERP) software, called ADN ERP. All
the major business processes of the company, such as, Pre Sales, Customer Orders, Customer Relationship
Management, Supply Chain Management etc. are managed by the software.
2. Quick Book Pro for maintaining accounts of the company.

3. Human Resources Information System and Performance Management Software.

4. Solarwind for Network Performance Management.

The signboard of the company is well displayed at its registered & corporate office and others office. It is also mentionable
that, total no. of employee is 448 as per audited financial statements as on 30 June 2017. During our visit, we also checked
salary sheet and attendance register and found satisfactory.

We also noticed that all equipments of ADN Telecom Limited are in good running.
Land:
Ward: 6, Mouja, Bhajanpur,
Union: Bhajanpur, Police
Location Madani Avenue, Boro Beraid, Badda, Dhaka.
Station: Tetulia, District:
Panchagarh.
Area of land (As per Mutation Khatian) 14.13 Decimals. 1735 Decimals.
Signboard in company’s name Yes Yes
Road beside the land Yes Yes
Uses of Land unused unused

Sd/- Sd/- Sd/-

(Md. Sohel Rahman) ( Swapna Roy) ( Md. Fazlul Hoque)
Chief Executive Officer (Additional Charge) Senior Executive Officer Executive Officer
ICB Capital Management Ltd. ICB Capital Management Ltd. ICB Capital Management Ltd.

Date: March 20, 2018

102
(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the property,
whether the same are legally held by the issuer and whether all formalities in this regard have been complied with:

The Company has no intellectual property except the following intangible assets:
Amount in BDT
Cost Amortization
Written
Rate of Charged down
SL Particulars Opening Disposal/ Closing Opening Disposal/ Closing
Addition Amortization during value
Balance Adjustment Balance Balance Adjustment Balance
the year 30 June
2017
Con For Cisco
1 388,740 - - 388,740 20% 212,511 176,229 - 388,740 -
Equipment
Quick Book
2 225,000 - - 225,000 20% 168,000 11,400 - 179,400 45,600
Software
Mikrotik
3 24,035 - - 24,035 20% 14,421 9,614 - 24,035 -
License
Employee
Performance
4 - 248,400 248,400 20% - 49,680 49,680 198,720
Management
Software
Network
5 performance 1,697,610 - - 1,697,610 20% 520,600 235,402 - 756,002 941,608
software
Closing
6 Balance as at 2,335,385 248,400 - 2,583,785 915,532 482,325 - 1,397,857 1,185,928
30 June 2017

(xv) Full description of other properties of the issuer:

There are no other properties except the above-mentioned assets.

(f) Plan of Operation and Discussion of Financial Condition:

(i) If the issuer has not started its commercial operation, the company’s plan of operations for the period which
would be required to start commercial operation which shall, among others, include:

(a) Projected financial statements up to the year of commercial operation;

(b) Rationale behind the projection;
(c) Any expected significant changes in the issuer’s policy or business strategies;
(d) Detail plan of capital investment with break-up;
(e) Summary of feasibility report, etc.

This section is not applicable as the company is already in operation since 2003.

(ii) If the issuer had been in operation, the issuer’s revenue and results from operation, financial position and
changes in financial position and cash flows for the last five years or from commercial operation, which is shorter,
shall be furnished in tabular form which shall, among others, include the following information:

ADN Telecom’s revenue and results from operation, financial position and changes in financial position and cash flows for
the last five years are furnished in tabular form as below:

FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13

Particulars
(Amount in BDT)
RESULT FROM OPERATION
Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Cost of Goods Sold & Services (481,879,050) (459,998,605) (375,506,003) (286,773,536) (234,750,086)
A. Gross Profit 347,573,231 297,318,643 241,798,974 226,339,255 196,023,084

103
Administrative Expenses (99,397,739) (88,247,330) (63,590,744) (57,760,902) (55,715,775)
Marketing Expenses (71,882,906) (68,055,131) (70,407,783) (39,599,650) (23,306,491)
B. Operating Expenses (171,280,645) (156,302,461) (133,998,527) (97,360,552) (79,022,266)
C. Profit from operation (A-B) 176,292,586 141,016,182 107,800,447 128,978,703 117,000,818
Financial cost (17,436,964) (10,153,204) (8,649,367) (4,392,768) (2,298,686)
Other income 938,502 792,457 1,918,335 1,545,094 159,346
Workers' Profit Participation
(7,609,244) (6,582,772) (5,053,471) (6,306,551) -
Fund (WPPF)
Share of Profit/(Loss) of Associates (14,821) (25,925) (213,353) - -
C. Profit before income tax 152,170,059 125,046,738 95,802,591 119,824,478 114,861,478
D. Provision for income tax
Current tax (21,560,149) (15,702,373) (17,520,461) (8,696,677) (22,756,643)
Deferred tax (24,672,913) (21,582,122) (13,616,585) (50,971,081) (41,045,313)
Total Provision for income tax (46,233,062) (37,284,495) (31,137,046) (59,667,758) (63,801,956)
FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13
Particulars
(Amount in BDT)
Net Profit after Tax (C-D) 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
CHANGES IN FINANCIAL POSITION
Non-Current Assets 735,090,202 693,837,665 561,605,940 536,884,364 282,057,138
Investment 9,345,901 9,360,722 7,286,647 7,500,000 8,015,000
Current Assets 493,526,228 365,611,598 381,598,612 378,175,332 249,130,976
Total Assets 1,237,962,331 1,068,809,985 950,491,198 922,559,695 539,203,114
Shareholders' Equity 723,806,491 594,411,567 509,414,700 444,749,155 338,432,559
Non-Current Liabilities 225,707,940 241,074,805 251,762,875 269,753,098 56,840,341
Current Liabilities and Provisions 288,447,900 233,323,613 189,313,623 208,057,442 143,930,215
Total Equity and Liabilities 1,237,962,331 1,068,809,985 950,491,198 922,559,696 539,203,114
CHANGES IN CASH FLOWS
Net Cash Flows from
155,833,529 204,287,882 9,351,045 61,455,815 77,064,838
Operating Activities
Net cash used in investing activities (93,025,741) (174,057,783) 5,196,760 (129,515,600) (86,832,208)
Net cash used/provided in
33,662,831 (31,865,474) (47,998,084) 58,222,110 50,070,744
by financing activities

(ii) (a) Internal and external sources of cash:

The internal sources of cash are the share capital and retained earnings. The external sources of cash are short-term &
long-term borrowings.
(As per Audited Accounts)
FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13
Particulars
(Amount in BDT)
Internal Sources of Cash:
Share Capital 448,600,000 209,295,830 209,295,830 209,295,830 173,600,000
Share Premium 83,005,464 68,626,294 71,391,670 71,391,670 -
Share Money Deposit - - - - 64,587,500
Retained Earnings 192,201,027 316,489,443 228,727,200 164,061,655 100,245,059
Subtotal 723,806,491 594,411,567 509,414,700 444,749,155 338,432,559
External Sources of Cash:
Term Loan 120,926,608 121,727,040 30,711,908 52,591,220 49,818,063
Lease Liability 4,839,475 3,252,907 466,480 5,037,145 -
Short term Borrowings 23,238,981 14,445,213 17,960,810 27,181,554 4,629,691
Subtotal 149,005,064 139,425,160 49,139,198 84,809,919 54,447,754
Grand Total 872,811,555 733,836,727 558,553,898 529,559,074 392,880,313

104
(b) Any material commitments for capital expenditure and expected sources of funds for such expenditure:

The company has no material commitment of capital expenditure other than as specified in Section XXII
“Utilization of IPO Proceeds” under the head of Use of Proceeds of this Prospectus.

(c) Causes for any material changes from period to period in revenues, cost of goods sold, other
operating expenses and net income:

The company‘s revenues and cost of goods sold & Services, other operating expenses and net income have continued to
change due to increase in sales volume and assets.

FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13

Particulars
(Amount in BDT)
Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170

Cost of Goods Sold & Services (481,879,050) (459,998,605) (375,506,003) (286,773,536) (234,750,086)

Operating Expenses (171,280,645) (156,302,461) (133,998,527) (97,360,552) (79,022,266)

Net Profit after Tax 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522

Causes for changes in revenues:

The overall sales increase over the years due to increase of capacity and customer.

Causes for changes in cost of goods sold & services:

Increase of cost of goods sold & services in period to period is in the line with sales volume.

Causes for changes in other operating expenses:

Increase of operating expenses in period to period is in the line with sale volume.

Causes for changes in net income:

Net income increase in period to period is in line with sales volume.

d) Any seasonal aspects of the issuer’s business:

As ADN Telecom Limited is engaged in the business of ISP Service, there is no significant seasonal aspect on the
Company’s business.

105
e) Any known trends, events or uncertainties that may have material effect on the issuer’s future business:

The business operation of the company may be affected by some known events as follows:

1. Increased competition
2. Introduction of new technology
3. Increase in license fees and other govt. fees
4. Changes in International bandwidth pricing.
5. Major disruption in International carriers/cable systems.
6. Political unrest
7. Natural disaster
8. National level power disaster for long time

f) Any assets of the company used to pay off any liabilities:

None of the assets of the company has been used to pay off any liabilities of the company.

g) Any loan taken from or given to any related party or connected person of the issuer with details of the same:

Details description loan given or taken from related party or connected person in the FY 2016-17 and FY 2015-16 are
described below:

FY 2016-17 (BDT) FY 2015-16 (BDT)

Nature of Nature of
Name Loan Loan Outstanding Loan Loan Outstanding
relationship transaction
given taken balance given taken balance

Concern under
Tech Valley Intercompany
common 2,000,000 - - - - -
Networks Ltd. loan transaction
management

Concern under
Intercompany
My Tel Ltd common - - 29,017,409 13,550,659 - 30,137,409
loan transaction
management

Concern under
ADN Intercompany
common 5,000,000 - 5,093,055 - - -
Eduservices Ltd. loan transaction
management

ADN Concern under

Intercompany
Technologies common 6,140,000 - 5,006,655 30,199,500 - 2,006,655
loan transaction
Ltd management

Concern under
InGen Technology Intercompany loan
common 4,200,000 - 24,180,665 7,000,000 - 22,168,032
Ltd. transaction
management

Concern under
Bangladesh News Intercompany loan
common 3,000,000 - - - - -
24 Hours Limited transaction
management

106
h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the
financial fundamentals of the issuer:

The Company has no plan to enter into any contractual liabilities other than normal course of business within next one year.

i) The estimated amount, where applicable, of future capital expenditure:

The Company has no plan to make any capital expenditure except for those mentioned in the ‘Use of Proceeds’ in
this prospectus.
(j) Any VAT, income tax, custom duty or other tax liability which is yet to be paid, including any contingent
liabilities stating why the same was not paid prior to issuance of the prospectus. Updated income tax status for the
last 5 years or from commercial operation, which is shorter:

Status of unpaid VAT, Income Tax, custom duty or other tax liability:

The company has no such unpaid VAT, Income Tax, Customs duty or other tax liability.

Value Added Tax (VAT)

The Company's VAT Registration Number is 18131026745 (area code: 180303), and it submits VAT returns on time. VAT
liability is created at the time of sale, VAT paid to the Government as deduction at source, and adjusted after collecting the
Challans from Customers.

107
Income Tax

The company's ETIN is 433804810094 Taxes Circle-316 (Company), Taxes Zone 15, Dhaka. ADN Telecom Ltd. has paid
the following Income Tax to the “Government”:
Income Year Assessment Year Status
Income tax return was submitted on 20 January 2014. Subsequently, the
Deputy Commissioner of Taxes completed the assessment under Section
83(2)/82C of the Income tax ordinance 1984 and issued a demand notice
2012-13 2013-14
dated 16 February 2014 amounting of taka 1,68,56,729 including interest
taka 9,07,789. The interest was charged under section 70 & 73 of aforesaid
ordinance. Subsequently demanded tax liability was paid in full.
Income tax return was submitted on 15 January 2015. Subsequently, the
Deputy Commissioner of Taxes completed the assessment under Section
2013-14 2014-15 83(2)/82C of the Income tax ordinance 1984 and issued a demand notice
dated 14 July, 2015 amounting of taka 25, 96,394. Subsequently demanded
tax liability was paid in full.
Income tax return was submitted on 30 December 2015. Subsequently, the
Deputy Commissioner of Taxes completed the assessment under Section
2014-15 2015-16 83(2)/82C of the Income tax ordinance 1984 and issued a demand notice
dated 30 June, 2016 amounting of taka 2, 33,701. Subsequently demanded
tax liability was paid in full.
Income tax return was submitted on 15 January 2017. Subsequently, the
Deputy Commissioner of Taxes completed the assessment under Section
83(2) of the Income tax ordinance 1984 and issued a demand notice dated
2015-16 2016-17 28 December 2017 amounting of taka 7,895,826 including interest of taka
568,240. The interest was charged under section 73 of aforesaid oridinance.
ADNTel filled an apeeal to the Comissioner of Taxes (appeals) on May 09,
2018, which is now in under process. .
Income tax return was submitted on 14 March 2018 and assessment is
2016-17 2017-18
under process.

Customs Duty or other tax liabilities:

The Company does not have any outstanding customs duty or any other similar liabilities.

Contingent liabilities:

The Company has no contingent liabilities as of June 30, 2017.

k) Any financial commitment, including lease commitment, the company had entered into during the past five years
or from commercial operation, which is shorter, giving details as to how the liquidation was or is to be effected:

Lease
Effective Expiration
Description rent/period
SL Lessor date of date of Liquidation
of leased asset per month
lease lease
(BDT)
Rooftop space measuring In case of termination of
400 square feet and 1(one) the agreement the lessee
Red Crescent
Antenna/hub measuring 15 will hand over the
Concord Tower
1 1-Jun-17 31-May-27 feet height having address at 10,000 possession of the demised
Owners
Red Crescent Concord premises to the lessor.
Association
Tower, 17 Mohakhali
C/A,Dhaka-1212.

108
 Space measuring 3350 In case of termination of
square feet with car parking the agreement the lessee
in the basement -2, of the will hand over the
2 Nitol Motors Ltd. 1-Apr-19 31-Mar-21 280,308
19th floor namely RCC possession of the demised
Tower situated at Plot#17, premises to the lessor.
Mohakhali C/A, Dhaka-1212.
At Office Space measuring In case of termination of
4990 square feet situated at the agreement the lessee
Mrs. Naima unit A (North) and B will hand over the
3 1-Apr-16 31-Mar-20 284,430
Faizee (South),Red Crescent possession of the demised
Concord Tower, 17 premises to the lessor.
Mohakhali C/A,Dhaka-1212.
At Office Space measuring 3rd In case of termination of the
floor 'A' 1800 square feet 4th agreement the lessee will
floor 'A & B' unit measuring 4300 hand over the possession of
Bangladesh Red
4 1-Apr-15 31-Mar-21 square feet total 6100 square 409,920 the demised premises to the
Crescent Society
feet, Red Crescent Concord lessor.
Tower, 17 Mohakhali
C/A,Dhaka-1212.
At 8th floor space measuring In case of termination of the
1231 square feet and in the agreement the lessee will
Jibon Bima western side of 11th floor hand over the possession of
5 1-Jan-16 31-Dec-19 284,860
Corporation measuring 2336 square feet at the demised premises to the
Jibon Bima Tower, 10 Dilkusha lessor.
C/A, Motijheel, Dhaka.
Office space measuring 12000 In case of termination of the
square feet situated at H# 52, R agreement the lessee will
Mr. Taseen Akhter
6 1-Oct-14 30-Sep-19 # 01, Block# F, Banani, Dhaka. 526,654 hand over the possession of
Haque
the demised premises to the
lessor
At 10th floor south side, 2400 In case of termination of the
square feet, IFCO Complex, agreement the lessee will
7 IFCO Complex 1-Jan-19 31-Dec-21 1147/A, CDA Avenue, East 100,800 hand over the possession of
Nasirabad, Khulshi, Chittagong the demised premises to the
lessor.
Roof top, South side 2 nos 10' In case of termination of the
feet height antena and Ground agreement the lessee will
floor, generator space 50 square hand over the possession of
8 IFCO Complex 1-Jan-19 31-Dec-21 37,750
feet at IFCO Complex, 1147/A, the demised premises to the
CDA Avenue, East Nasirabad, lessor.
Khulshi, Chittagong
Office space measuring 1377 In case of termination of the
square feet situated at H# 07, R agreement the lessee will
Mainul Hossain
9 1-Apr-17 31-Mar-20 # 01, 971 O R Nizam Road, 48,000 hand over the possession of
(Tipu)
GEC R/A, Chittagong the demised premises to the
lessor.
At 2nd floor space measuring In case of termination of the
1225 square feet southern side agreement the lessee will
Commercial Court
10 1-Oct-17 30-Oct-19 of middle portion, Commercial 57,293 hand over the possession of
Properties
Court, 95 Agrabad C/A, the demised premises to the
Chittagong lessor.
Roof top, North side 1 nos 70' In case of termination of the
feet height antenna and one agreement the lessee will
11 Mrs. Setara Ahmed 1-Jan-17 31-Dec-21 room at 357/A, Siddik Mansion, 13,800 hand over the possession of
Lalkhan Bazer, Tankir Pahar, the demised premises to the
Khulshi, Chittagong. lessor.
At 7th floor space measuring In case of termination of the
600 square feet for office space agreement the lessee will
Md Tahamidur
12 1-Apr-17 31-Apr-2027 and roof for antenna, Rabu 13,800 hand over the possession of
Rahman
Tawer, 739/A, Baro Gola, Bogra. the demised premises to the
lessor.
At Office Space measuring 1100 In case of termination of the
square feet at suite no-3313 at agreement the lessee will
The Man and
13 1-Nov-14 31-Oct-19 Garden Tower (10th Floor), 47,029 hand over the possession of
Company Ltd.
Shahjalal Bridge Link Road, the demised premises to the
Sylhet. lessor.

109
 At office space measuring 1100 In case of termination of the
square feet in the level-7 (North- agreement the lessee will
Bangladesh East Side) and One Antenna at hand over the possession of
30-Apr-20
14 Development Bank 1-May-16 the roof top of the Bangladesh 35,880 the demised premises to the
Ltd Development Bank Ltd Bhaban lessor.
at 25-26 KDA commercial Area,
Upper Jessore road, Khulna

l) Details of all personnel related schemes for which the company has to make provision for in future years:
The company has established employee benefits including Provident Fund, Gratuity Benefit, Group Life Insurance
Coverage, Hospitalization Benefit Scheme, Laptop Purchase Scheme and Workers' Profit Participation Fund (WPPF) for the
welfare of its employees.
The following benefits and related scheme are applicable for company’s permanent payroll employees:
Upon management approval and salary brackets/scales, annual increments on
Yearly Salary Increment
basic salaries are given to employees.
According to pay scales, allowances are given for expenses such as house rent
Allowances
allowance, conveyance allowance, special allowances and medical allowance.
The Company has a contributory recognized provident fund facility in a Trust
Fund named “ADN Telecom Limited Employees' Provident Fund”. All regular
employees are eligible for membership of the fund. The rate of contribution is
10% of basic salary per month by either party (Employer & Employee).
Provident Fund
Employees eligible for 50% of employer’s and 100% of own contribution with
interest once they have completed 3 years of membership. Employees eligible
for 100% of employer’s and 100% of own contribution with interest once they
have completed 5 years of membership of the fund.
ADNTel make provision against gratuity one month basic salary per year of
Gratuity Benefit service. An employee will be entitled to get gratuity benefit after completion of 5
years service as regular employee.
Festival Bonus Two festival bonus are paid to each employee per year.
The Company has Group Life Insurance Policy for its employees with Pragati
Life Insurance Ltd. The policy covers Group Term Life Insurance including
Group Life Insurance Coverage
Accidental Death Benefit (ADB), Permanent Total Disability (PTD), Permanent
Partial Disability (PPD) & Major Disease Benefit (MDB).
ADNTel has hospitalization benefit scheme for its employees including their
Hospitalization Benefit Scheme
spouse and children.
The Company provides 5% of its net profit before tax after charging such
WPPF expense as Workers' Profit Participation in accordance with Bangladesh Labour
(Amendment) Act, 2013
.

110
m) Break down of all expenses related to the public issue:
Estimated IPO expenses are as under. However, final IPO Expense will be determined after the determination of Cut-Off
price through bidding process and will be adjusted accordingly with the IPO proceeds.
SL Particulars Rate Amount in Tk.
2% of the public offering amount (including
Manager to the issue fees 11,400,000.00
1 premium)
VAT against Issue Management Fee @ 15% on the Issue Management Fee 1,710,000.00
Listing Related Expenses:
Application Fee for Stock Exchanges Tk. 50,000 for each exchanges 100,000.00

0.25% on Tk. 100 million of paid-up capital

and 0.15% on the rest amount of paid-up
Listing Fee for DSE & CSE 3,255,800.00
capital; minimum Tk. 50,000 and Maximum
2 Tk. 10 milion for each exchanges

0.05% on BDT 100 million of paid-up capital

and 0.02% on the rest amount of paid-up
Annual Fee for Stock Exchanges 467,440.00
capital; minimum BDT 50,000 and Maximum
BDT 6 lacs for each Exchange
BSEC Fees
3 Application Fee Tk. 50,000 (non-refundable) 50,000.00
Consent Fee 0.40% on the public offering amount 2,280,000.00
IPO Commission/Expenses:
Underwriting Commission 0.40% on the underwritten amount 798,000.00
4
Credit Rating Fee At actual 80,500.00
Auditors' Certification Fee At actual 500,000.00
CDBL Fees and Expenses:
Security Deposit of Eligible Securities Having paid-up capital above Tk. 50 crore 500,000.00
Documentation Fee At actual 2,500.00
5 Annual Fee Having paid-up capital above Tk. 20 crore 100,000.00
Connection Fee At actual 6,000.00
0.015% of IPO size+0.015% of Pre-IPO paid
IPO Fees 152,790.00
up capital
Printing, Publication and Others:
Registrar to the Issue Fee At actual 1,200,000.00
Publication of Prospectus Estimated 800,000
Abridged version of Prospectus and
Estimated 900,000
Notice in 4 daily newspaper
7
Notice for Prospectus, Lottery, Refund
etc. in Estimated 346,970
4 daily newspaper
Electronic Bidding related Expenses Estimated 1,300,000
Lottery Conducting Expenses & BUET
Estimated 1,000,000
Fee

111
 Data Processing and
Estimated 2,000,000
Share Software Charge
Courier expenses Estimated 300,000
Stationeries and Other Expenses Estimated 250,000
Total 29,500,000.00
NB: The cost of the above mentioned IPO expenses may vary and will be adjusted accordingly

N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.

112
n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the
reason for the revaluation, showing the value of the assets prior to the revaluation separately for each asset
revalued in a manner which shall facilitate comparison between the historical value and the amount after
revaluation and giving a summary of the valuation report along with basis of pricing and certificates required
under the revaluation guideline of the Commission:
The Company has not revalued any of its assets.
o) Where the issuer is a holding or subsidiary company, full disclosure about the transactions, including its nature
and amount, between the issuer and its subsidiary or holding company, including transactions
which had taken place within the last five years of the issuance of the prospectus or since the date of
incorporation of the issuer, whichever is later, clearly indicating whether the issuer is a debtor or a creditor:
ADN Telecom Limited does not have any Holding or Subsidiary Company.

113
p) Financial Information of Group Companies and Companies under common ownership by more than 50%: following information for the last three years based on the audited
financial statements, in respect of all the group companies of the issuer, wherever applicable, along with significant notes of auditors:

significant adverse

companies exceed
Purchase between
Related Business

aggregate 10% of
Transactions and
their significance

Weather Sales or
Has become sick
Accounting Year

Status of Listing
Equity Capital in

on the financial
Profit after Tax
Incorporation

total sales or
Year Closing

performance
Diluted EPS

Information

winding-up
or is under
regarding
Company

Purchase
Business

Reserves
Nature of
Name of

Date of

factors
SL.

Sales

NAV
BDT

EPS
No.

30
2017 2,000,000 57,165,332 807,387,923 50,165,514 2,508 2,508 2,958 N/A No No
May 27, 2008

IT and IT Enable June

Tech Valley
Service Importer, 30
1 Networks 2016 2,000,000 196,999,819 1,016,174,403 78,863,191 3,943 3,943 9,950 N/A No No
Exporter and June No
Limited
Supplier. 30
2015 2,000,000 118,136,628 948,737,717 77,807,433 3,890 3,890 6007 N/A No No
June
Telecommunication 30 2017
2,000,000 44,474,910 229,274,950 7,507,322 375 375 2,324 N/A No No
May 19, 2009

Technologies related June

ADN
products/equipments 30 2016
2 Technologies 2,000,000 36,967,588 172,027,870 12,777,539 639 639 1,948 N/A No No No
sales and service. June (6 month)
Limited
IT Enable Service 31
2015 2,000,000 24,190,049 169,475,967 8,174,278 409 409 1,310 N/A No No
provider. Dec
30 2017 Related
Manufacturer, 2,000,000 19,353,394 340,290,294 (2,536,550) (127) (127) 1,068 N/A No No business
June
November 04,

InGen Distributor, Supplier, Transactions

30 2016 Operating
2007

3 Technology Consultant, Importer 2,000,000 21,889,945 251,376,939 (8,947,163) (447) (447) 1,195 N/A No are disclosed No
June Loss
Limited and Exporter of under
30 2015
Renewable Energy. 2,000,000 30,837,108 287,960,718 8,407,865 420 420 1,642 N/A No No section
June
VI(f)(g) of
30 2017 Not in this
2,000,000 (6,391,730) 1,533,912 52,409 2.62 2.62 (220) N/A No Operation prospectus
January 6, 2009

June
InGen Importer, Exporter 30 2016 Not in
4 2,000,000 (6,444,139) 1,411,520 176,108 8.81 8.81 (222) N/A No Operation No
Industries Ltd. and Supplier. June
30 2015 Not in
2,000,000 (6,620,248) 1,380,900 72,710 3.64 3.64 (231) N/A No Operation
June
February 23,

IT Enable Service,
ADN
Training provider, 30
2017

5 Eduservices 2017 1,000,000 N/A N/A N/A N/A N/A N/A N/A No N/A No
Importer, Exporter June
Limited
and Supplier.

114
 significant adverse

companies exceed
Purchase between
Related Business

aggregate 10% of
Transactions and
their significance

Weather Sales or
Has become sick
Accounting Year

Status of Listing
Equity Capital in

on the financial
Profit after Tax
Incorporation

total sales or
Year Closing

performance
Diluted EPS

Information

winding-up
or is under
regarding
Company

Purchase
Business

Reserves
Nature of
Name of

Date of

factors
SL.

Sales

NAV
BDT

EPS
No.

30
Establishing, Operating
December 05, June 30,000,000 (980,743) - (46,315) (0.02) (0.02) 30.31 N/A No
Operating, 2017 Loss
2011 Maintaining
6 MyTel Limited 30 Operating No
International 2016 30,000,000 (934,428) - (81,015) (0.03) (0.03) 31.12 N/A No
June Loss
Gateway (IGW)
Services. 30 Operating
2015 30,000,000 (853,413) - (113,355) (0.04) (0.04) 22.39 N/A No
June Loss
30
2017* 10,000,000 - - - - - - N/A No No
June
Bangladesh
October 17,

30 Operating
7 News 24 News Agency 2016 10,000,000 3,855,319 112,884,365 (13,129,761) (131) (131) 137 N/A No No
June Loss
Hours Limited
2004

30
2015 10,000,000 16,985,080 132,241,217 4,346,486 43.46 43.46 270 N/A No No
June
Computer, 30 Not in
2017 45,000,000 6,829,203 - (101,169) (0.22) (0.22) 115 N/A No
June 21,1993

Advance Telecommunication June Operation

Technology Technologies related 30 Not in
8 2016 45,000,000 6,930,372 - (77,823) (0.17) (0.17) 115 N/A No No
Computers products/ June Operation
Ltd. equipments sales 30 Not in
2015 45,000,000 7,008,195 - (60,325) (0.13) (0.13) 116 N/A No
and service. June Operation

115
(q) Where the issuer is a banking company, insurance company, non-banking financial institution or any other
company which is regulated and licensed by another primary regulator, a declaration by the board of directors shall
be included in the prospectus stating that all requirements of the relevant laws and regulatory requirements of its
primary regulator have been adhered to by the issuer:

DECLARATION BY THE BOARD OF DIRECTORS REGARDING ADHERENCE RELEVANT

LAWS AND REGULATORY REQUIREMENTS OF ITS PRIMARY REGULATOR

We hereby declare that all requirements of the relevant laws and regulatory requirements of our primary regulator
(Bangladesh Telecommunication Regulatory Commission) have been adhered to by us.

Sd/- Sd/- Sd/- Sd/-

Asif Mahmood Md. Moinul Islam Md. Mahfuz Ali Sohel Niaz Ahmed
Chairman Director Director Director
(Nominee of Savoy Ice Cream
Factory Limited)

Sd/- Sd/- Sd/- Sd/-

Waqar Ahmad Choudhury Ghulam Rasool KhondkarAtique-E-Rabbani Henry Hilton
Director Independent Director Independent Director Managing Director
(Nominee of Vanguard AML BD
Finance Mutual Fund One)

Date: November 11, 2018

r) A report from the auditors regarding any allotment of shares to any person for any consideration otherwise than
cash along with relationship of that person with the issuer and rationale of issue price of the shares:

Auditors Certificate regarding any allotment of shares to the person for any consideration other than cash of ADN
Telecom Limited

This is to certify that, based on our examination of share register and its underlying documents, the following shares have
been allotted for consideration in otherwise than cash of ADN Telecom Limited as on June 30, 2017.

Rational of
Date of No. of Shares Face Relationship with the
Nature of Issue Value (BDT) Issue Price of
Allotment Issued Value Issuer
shares
01-04-12 Bonus Share 6,160,000 10 61,600,000 Existing Shareholders Bonus issuance
out of Retained
27-09-16 Bonus Share 20,929,583 10 209,295,830 Existing Shareholders Earnings

Total 27,089,583 270,895,830

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

116
(s) Any material information, which is likely to have an impact on the offering or change the terms and conditions
under which the offer has been made to the public:
There is no material information, which is likely to have an impact on the offering or change the terms and conditions under
which the offer has been made to the public.
(t) Business strategies and future plans - projected financial statements shall be required only for companies not
started commercial operation yet and authenticated by Chairman, two Directors, Managing Director, CFO, and
Company Secretaries:
Business Strategies:
1. In this era of Disruptive Innovation and Digital Customer Experience, ADN Telecom aims to focus on product and
service diversification(enhancing Wi-Fi, Data center and Infrastructure capacity) and continuously evolve the existing
corporate portfolio through digital transformation and innovation.
2. The company intends to introduce new and cutting-edge products, services and technology and expect to introduce
Omni Channel Service Experience. This will ensure the prime strategy of building long-lasting and sustainable
relationships with businesses and consumers.
3. The company has aggressive expansion plans both nationally and internationally in terms of product/service offerings
and builds a strong logistical network to support this expansion.
4. The company is going to continue with the strategy of increasing organizational capacity and competence to enhance
our already existing reputation of being a dependable IT enabled service brand amongst financial institutions, local and
international conglomerates and MNCs including fast expanding education sector.
5. The innovative and energetic team of ADN Telecom is aiming to explore the newest technologies and build one of the
best technological R&D endeavor for the millennium generation of Bangladesh.
6. The company ensure international standard of service delivery, quality management and increase organizational
capacity to adapt to international IT best practices and disruptive innovation.
7. The company shall increase communication and relationship with like-minded organizations, service providers, vendors
and other concerned stakeholders.
8. The company intends to explore B2C and IoT segments.
9. Finally, the company intends to build sustainable, long-lasting and fruitful business relationships with our investors.

Future plans:
In persuasion of aforesaid Strategies ADNTel and its experienced team have been working insistently keeping in
consideration future as well. ADNTel has planned for expension of infrastacture development and data centre business by
using IPO proceeds.

(u) Discussion on the results of operations shall inter-alia contains the following:
(1) A summary of the past financial results after adjustments as given in the auditor’s report containing significant
items of income and expenditure:
(Amount in BDT)
30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13
SL Particulars
Amount in BDT
1 Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
2 Gross Profit 347,573,231 297,318,643 241,798,974 226,339,255 196,023,084
3 Profit Before Income Tax 152,170,059 125,046,738 95,802,591 119,824,478 114,861,478
4 Net Profit After Income Tax 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
5 Total Assets 1,237,962,331 1,068,809,985 950,491,198 922,559,695 539,203,114
6 Share Capital 448,600,000 209,295,830 209,295,830 209,295,830 173,600,000
7 Retained Earnings 192,201,027 316,489,443 228,727,200 164,061,655 100,245,059
8 No. of Shares 44,860,000 20,929,583 20,929,583 20,929,583 17,360,000
9 Face Value 10 10 10 10 10
10 NAV per share 16.13 14.20 24.34 21.25 19.49
11 Earnings Per Share 2.52 2.10 1.54 1.50 1.44
12 Diluted Earnings Per Share (restated) 2.36 1.96 1.44 1.34 1.23

117
(2) A summary of major items of income and expenditure:
(Amount in BDT)
Particulars FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13
Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Cost of Goods Sold & Services (481,879,050) (459,998,605) (375,506,003) (286,773,536) (234,750,086)
A. Gross Profit 347,573,231 297,318,643 241,798,974 226,339,255 196,023,084
Administrative Expenses (99,397,739) (88,247,330) (63,590,744) (57,760,902) (55,715,775)
Marketing Expenses (71,882,906) (68,055,131) (70,407,783) (39,599,650) (23,306,491)
B. Operating Expenses (171,280,645) (156,302,461) (133,998,527) (97,360,552) (79,022,266)
C. Profit from operation (A-B) 176,292,586 141,016,182 107,800,447 128,978,703 117,000,818
Financial Expenses (17,436,964) (10,153,204) (8,649,367) (4,392,768) (2,298,686)
Other income 938,502 792,457 1,918,335 1,545,094 159,346
D. Expenses net off other income (16,498,462) (9,360,747) (6,731,032) (2,847,674) (2,139,340)
E. Profit Before WPPF (C-D) 159,794,124 131,655,435 101,069,415 126,131,029 114,861,478
F. Workers' Profit Participation
(7,609,244) (6,582,772) (5,053,471) (6,306,551) -
Fund (WPPF)
G. Share of Profit/(Loss) of Associates (14,821) (25,925) (213,353) - -
H. Profit before income tax (E-F-G) 152,170,059 125,046,738 95,802,591 119,824,478 114,861,478
I. Provision for income tax
Current tax (21,560,149) (15,702,373) (17,520,461) (8,696,677) (22,756,643)
Deferred tax (24,672,913) (21,582,122) (13,616,585) (50,971,081) (41,045,313)
Total Provision for income tax (46,233,062) (37,284,495) (31,137,046) (59,667,758) (63,801,956)
Net Profit after Tax (H-I) 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522

(3) The income and sales on account of major products or services:

(Amount in BDT)
Particulars FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13
Multiprotocol Label Switching (MPLS) 385,400,968 364,142,463 225,773,422 172,181,810 160,069,469
International Private Leased Circuit (IPLC) 29,329,704 37,826,634 104,340,463 112,078,652 67,823,332
Internet Service 68,236,501 52,170,884 49,933,401 49,199,812 50,018,958
Data Service-IPVPN 391,227,735 337,368,909 161,938,211 180,436,321 141,914,985
IP Telephony Service 12,189,390 11,420,304 12,820,669 11,384,912 3,183,135
Telehouse & Hosting 383,371 462,330 266,578 508,225 474,578
Equipment Sales 3,462,025 5,304,776 101,027,434 24,792,053 38,555,223
Gross Revenue 890,229,695 808,696,301 656,100,178 550,581,784 462,039,679
Less: VAT 60,777,413 51,362,053 38,795,201 37,468,993 31,266,509
Net Revenue 829,452,282 757,334,248 617,304,978 513,112,791 430,773,170

(4) In case, other income constitutes more than 10% of the total income, the breakup of the same along with the
nature of the income, i.e., recurring or non-recurring:
The Company’s other income is only 0.11% of the total income.

(5) If a material part of the income is dependent upon a single customer or a few major customers, disclosure of
this fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer’s
business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations:

118
The company's income is not dependent upon a single Customer. However material part of the income is depended on two
customers as stated below:
FY 2016-17
Customers Name, Address, Percentage
Web Address E-mail Fax Number Amount in
Telephone Number (%)
BDT
Name: Singapore
Telecommunications Ltd.
Address: 31 Exeter Road, #24-
00, Comcenter I Singapore www.singtel.com philip@singtel.com Fax: (65) 6735 2172 227,125,894 27.38%
239732.
Telephone Number: (+65) 6248
4248.
Name: Equant Network Systems
Ltd.
Address: Garryard House,25-26
Earlsfort Terrace,Dublin www.orange-business.com Shahajad.uddin@foisbd.com Fax: 353-1-402-5988 130,407,621 15.72%
2,Ireland.
Telephone Number : (+353)-1-
402-5900

Almost 43% of revenue came from its foreign customer of the company. At present local currency is devalued so there is
positive impact on the business for dependency on above mentioned customers.
(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be
analyzed and disclosed:
The issuer has not followed any unorthodox procedure for recording sales and revenues.
(v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss
statement, including an analysis of reasons for the changes in significant items of income and expenditure, inter-
alia, containing the following:
Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement,
including an analysis of reasons for the changes in significant items of income and expenditure, inter-alia, are given below:
Particulars FY 2016-17 FY 2015-16 FY 2014-15 FY 2013-14 FY 2012-13
Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Cost of Goods Sold & Services (481,879,050) (459,998,605) (375,506,003) (286,773,536) (234,750,086)
A. Gross Profit 347,573,231 297,318,643 241,798,974 226,339,255 196,023,084
Administrative Expenses (99,397,739) (88,247,330) (63,590,744) (57,760,902) (55,715,775)
Marketing Expenses (71,882,906) (68,055,131) (70,407,783) (39,599,650) (23,306,491)
B. Operating Expenses (171,280,645) (156,302,461) (133,998,527) (97,360,552) (79,022,266)
C. Profit from operation (A-B) 176,292,586 141,016,182 107,800,447 128,978,703 117,000,818
Financial Expenses (17,436,964) (10,153,204) (8,649,367) (4,392,768) (2,298,686)
Other income 938,502 792,457 1,918,335 1,545,094 159,346
D. Expenses net off other income (16,498,462) (9,360,747) (6,731,032) (2,847,674) (2,139,340)
E. Profit Before WPPF (C-D) 159,794,124 131,655,435 101,069,415 126,131,029 114,861,478
F. Workers' Profit Participation
(7,609,244) (6,582,772) (5,053,471) (6,306,551) -
Fund (WPPF)
H. Share of Profit/(Loss) of Associates (14,821) (25,925) (213,353) - -
G. Profit before income tax (E-F-G) 152,170,059 125,046,738 95,802,591 119,824,478 114,861,478
I. Provision for income tax
Current tax (21,560,149) (15,702,373) (17,520,461) (8,696,677) (22,756,643)
Deferred tax (24,672,913) (21,582,122) (13,616,585) (50,971,081) (41,045,313)
Total Provision for income tax (46,233,062) (37,284,495) (31,137,046) (59,667,758) (63,801,956)
Net Profit after Tax (H-I) 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522

119
Causes for changes in revenues:
The overall sales increase over the years due to increase of capacity and customer.

Causes for changes in cost of goods sold & services:

Increase of cost of goods sold and services in period to period is in line with sales volume.

Causes for changes in other operating expenses:

Increase of operating expenses in period to period is in line with sales volume.

Causes for changes in net income:

Net income increase in period to period is in line with sales volume.

(1) Unusual or infrequent events or transactions including unusual trends on account of business activity,
unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

There is no unusual or infrequent events or transactions including unusual trends on account of business activity,
unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

(2) Significant economic changes that materially affect or are likely to affect income from continuing operations;

There is no significant economic changes that materially affect or are likely to affect income from continuing
operations;

(3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations;

There are no known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations;

(4) Future changes in relationship between costs and revenues, in case of events such as future increase in labor
or material costs or prices that will cause a material change are known;

Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material
costs or prices that will cause a material change are not known.

(5) The extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices;

Introduction of new products or services will material increases in net sales or revenue;

(6) Total turnover of each major industry segment in which the issuer operated;

The Company is operating only in ISP industry segment.

(7) Status of any publicly announced new products or business segment;

There is no event of publicly announced new products or business segment.

(8) The extent to which the business is seasonal.

There is no seasonal aspect of the business.

120
(w) Defaults or rescheduling of borrowings with financial Institutions or banks, conversion of loans into equity
along with reasons thereof, lock out, strikes and reasons for the same etc. during the history of operation of the
company:
The Company has neither rescheduled its borrowings with financial institutions/banks nor converted its loans into equity.
There has been no lock out, strikes etc during the history of operation of the company.

(x) Details regarding the changes in the activities of the issuer during the last five years which may had a material
effect on the profits or loss, including discontinuance of lines of business, loss of agencies or markets and similar
factors:

There were no changes in the activities of the Company during the last five years and had not any material effect on the
profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.

(y) Injunction or restraining order, if any, with possible implications:

The Company has no injunction or restraining order from any authority.

(z) Technology, market, managerial competence and capacity built-up:

Technology:

ADNTel has Data Center for its infrastructure and network. Data Center ensures the following features:

 Raised floor and sandwich panel for environment control

 Precision Air-conditioner
 Multilevel Security System – Manned, Electronic, Biometric
 Closed Circuit Camera - full recording and live monitoring
 Fire control
 1+1 UPS
 1+1 Genset
 N+1 Battery Bank
 N+1 Rectifier
 Security - Physical, Biometric Access

Infrastructure Backbone:

Network Operations Centers (NOC) are established in several Central locations from where ADNTel network administrators
manage, control and monitor one or more networks. We have NOC at Mohakhali and Motijheel in Dhaka, Chittagong, Sylhet
and Khulna.
Regional Aggregation Hubs (RAH) are established at geographically, commercially and technologically important places
such as all Divisional Headquarters and Technical District Headquarters. All RAH act as regional aggregation point and are
connected to Dhaka HQ through Fat Pipe with active redundancy. At present ADNTel has RAH at Dhaka, Chittagong, Sylhet
and Khulna. In near future, RAH will be established at Bogra, Rajshahi, Rangpur, Barisal, Comilla, Mymensingh and
Kushtia.
District Aggregation POPs (DAP) are district level POPs and connect with the nearest RAH. DAP also connects nearest
upazilla level Collocated POPs (CLP).

Collocated POPs (CLP) are located at different areas in Bangladesh using the collocation facilities offered by other
operators.

Infra Connecting POP (ICP) is established to interconnect different DAPs.

All RAH, DAP, CLP and ICP are capable to deliver last mile services to ADNTel customers.

121
Market:
The Government of Bangladesh (GoB) is focused on developing Bangladesh to become a “middle-income country” by 2021,
synchronized with Sustainable Development Goals (SDGs). In order to achieve this, the GoB is committed and focused on
the Information and Communication Technology (ICT) sector, not only as a business platform, but also one that is integrated
into the lives of the general population. The government has planned to boost the ICT sector by establishing high-tech parks
nationwide of which thirteen (13) have already been approved or are under construction, and a few are already in operation.
The government intends to launch the first satellite (Bangabandhu Satellite - 1) as well as establish Smart Cities, Info
Sarkar, Telemedicine, BD Hub projects etc. to enhance growth in this sector. ICT has been identified as the “thrust sector”
for the economy of Bangladesh and is projected to contribute 2.6% of the GDP by then.

Internet users in Bangladesh surpassed 70 million mark in the first six months of this year and have registered 6.72 million
new users. This added up to a total of 73.4 million users with access to the internet according to BTRC. Mobile internet
accounts for 93.4 percent of the total connections. Reports from last year (http://www.thedailystar.net/business/mobile-
operators-lose-users-biometric-sim-registration-574648) show that there was a decrease in active SIMs (17.64 lakh) in 2016.
It is assumed that this decline is due to the SIM bio-registration drive of the GoB launched in December 2015. Following this
decline in active SIMs, there has been an increase in new internet connections from 3.112 million in March 2016 to 4.725
million as of June 2017. This shows a 52% increase in internet connections.

Managerial competence:
The existing management is competent enough to run the business operation. The management team has proven track
record to run large organization and vast experience to minimize the operational risk. The management also appointed such
personnel who are capable enough to operate the plant effectively and efficiently. Even though any experienced personnel
leave the organization, others have adequate expertise and skills to run the operation.

Capacity built-up:
In order to continuous growing market demand and strengthening long term sustainability, the company has decided to
expand its existing capacity through expansion of the current and future project which is described under the head of “Use of
Proceeds” in section XXII of this prospectus.

(aa) Changes in accounting policies in the last three years:

There were no changes in accounting policies in the last three years.

122
(bb) Significant developments subsequent to the last financial year: A statement by the directors whether in their
opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the red-
herring prospectus or prospectus or information memorandum and which materially and adversely affect or is
likely to affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its liabilities
within the next twelve months:

Statement regarding significant developments subsequent to the last financial year

In our opinion, there have no such circumstances arisen since the date of the last financial statements as disclosed in
the prospectus which materially and adversely affect or is likely to affect the trading or profitability of the ADN Telecom
Limited or the value of its assets, or its ability to pay its liabilities within the next twelve months.

Sd/- Sd/- Sd/- Sd/-

Asif Mahmood Md. Moinul Islam Md. Mahfuz Ali Sohel Niaz Ahmed
Chairman Director Director Director
(Nominee of Savoy Ice Cream
Factory Limited)

Sd/- Sd/- Sd/- Sd/-

Waqar Ahmad Choudhury Ghulam Rasool Khondkar Atique-E-Rabbani Henry Hilton
Director Independent Director Independent Director Managing Director
(Nominee of Vanguard AML BD
Finance Mutual Fund One)

Date: November 11, 2018

(cc) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements
as disclosed in the prospectus or information memorandum, unaudited financial statements for each of the said
quarters duly authenticated by the CEO and CFO of the issuer or information memorandum, unaudited financial
statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer:

123
 ADN Telecom Limited
Financial Statements (Un-audited)
For the period ended March 31, 2019

124
 ADN TELECOM LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT MARCH 31, 2019
Amount in BDT
Particulars Notes
31-Mar-19 30-Jun-18
ASSETS
Non-Current Assets
Property, Plant and Equipment 2 925,124,360 846,750,234
Intangible Assets 3 806,431 948,743
Investment 4 9,946,385 9,946,385
Total Non-Current Assets 935,877,176 857,645,362
Current Assets
Inventories 5 2,399,500 2,399,500
Trade and Other Receivables 6 340,348,600 330,802,481
Advance, Deposits and Prepayments 213,582,891 179,242,766
Cash and Cash Equivalents 22,778,045 58,496,216
Total Current Assets 579,109,036 570,940,963
Total Assets 1,514,986,212 1,428,586,325

EQUITY AND LIABILITIES

Capital & Reserves
Share Capital 448,600,000 448,600,000
Share Premium 83,005,464 83,005,464
Retained Earnings 366,112,289 311,830,850
Total Equity 897,717,753 843,436,314
LIABILITIES
Non-Current Liabilities
Term Loan #REF! 103,735,487 107,813,848
Lease Liabilities 9,323,377 11,291,155
Deferred Tax Liability 169,377,396 158,731,425
Total Non-Current liabilities 282,436,260 277,836,428

Current Liabilities
Short Term Loan 15,289,936 25,497,177
Accrued Expenses 86,902,650 55,533,887
Provision for Workers' Profit Participation Fund (WPPF) 5,655,258 9,085,811
Trade and Other Payables 170,761,856 156,459,845
Provision for Tax Liability 56,222,500 60,736,863
Total Current Liabilities 334,832,200 307,313,583
Total Liabilities 617,268,460 585,150,012
Total Equity and Liabilities 1,514,986,212 1,428,586,325

Net Asset Value (NAV) Per Share 20.01 18.80

The annexed notes form an integral part of the financial statements.

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary
Dhaka
25-Apr-2019

125
 ADN TELECOM LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD JULY 01,2018 TO MARCH 31, 2019
Amount in BDT Amount in BDT
Particulars Notes 1 Jul to 31 1 Jul to 31 1 Jan to 31 1 Jan to 31
Mar'2019 Mar'2018 Mar'2019 Mar'2018

Net Revenue 704,663,898 678,677,305 253,065,266 234,324,924

Cost of Goods Sold & Services (411,824,354) (382,952,947) (135,759,128) (126,698,654)
Gross Profit 292,839,544 295,724,358 117,306,138 107,626,270
Operating Expenses 42% 44% 46% 46%
Administrative Expenses (91,178,694) (98,372,434) (28,234,221) (31,359,725)
Distribution and Marketing Expenses 18 (77,875,996) (65,872,443) (25,838,487) (22,880,953)
(169,054,690) (164,244,877) (54,072,708) (54,240,678)
Profit before Interest and Tax 123,784,854 131,479,481 63,233,430 53,385,592
Other Non-Operating Income 4,683,292 2,421,668 1,793,545 1,000,742
Financial Expense 19 (9,707,738) (9,281,568) (2,803,030) (3,336,629)
118,760,408 124,619,581 62,223,945 51,049,705
Workers Profit Participation Fund (WPPF) (5,655,258) (5,934,266) (2,963,045) (2,430,938)
Profit before Tax 113,105,150 118,685,315 59,260,900 48,618,767
Provision for Tax
Current Tax 20 (21,261,741) (20,470,229) (10,702,432) (8,350,580)
Deferred Tax 20 (10,645,971) (16,769,725) (6,279,779) (9,224,518)
(31,907,711) (37,239,954) (16,982,211) (17,575,098)
Net Profit After Tax 81,197,439 81,445,361 42,278,689 31,043,669
Other Comprehensive Income - - - -
Total Comprehensive Income 81,197,439 81,445,361 42,278,689 31,043,669
Earnings Per Share (EPS) 21 1.81 1.82 0.95 0.69

The annexed notes form an integral part of the financial statements.

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary

Dhaka
25-Apr-2019

126
 ADN TELECOM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD JULY 01,2018 TO MARCH 31, 2019
Amount in BDT
Ordinary Share Retained
Particulars Share Premium Total
Capital Earnings

Balance as at 1 July 2017 448,600,000 83,005,464 192,201,027 723,806,491

Net Profit after tax - - 81,445,361 81,445,361
Balance as at 31 March 2018 448,600,000 83,005,464 273,646,388 805,251,852

Balance as at 1 July 2018 448,600,000 83,005,464 311,830,850 843,436,314

Cash Dividend for 2017-2018 - - (26,916,000) (26,916,000)
Net Profit after tax - - 81,197,439 81,197,439
Balance as at 31 March 2019 448,600,000 83,005,464 366,112,289 897,717,753

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary

Dhaka
25-Apr-2019

127
 ADN TELECOM LIMITED
STATEMENT OF CASH FLOWS
FOR THE PERIOD JULY 01, 2018 TO MARCH 31, 2019
Amount in BDT
Particulars Note 1 July 2018 to 1 July 2017 to
March'2019 March'2018
Cash Flow from Operating Activities
Cash Received from Customers & Others 723,031,690 632,388,116
Cash Paid to Suppliers & Others (350,326,934) (327,339,108)
Paid for Operating Expenses (204,354,071) (222,927,272)
Cash generated from Operations 168,350,685 82,121,736
Finance Expenses Paid (9,201,917) (7,638,045)
Interest Received on STD 4,683,292 -
Income Tax Paid/Adjustment (25,776,104) -
Net Cash Flow from Operating Activities 138,055,956 74,483,691

Cash Flow from Investing Activities

Acquisition of Property, Plant & Equipments and Intangible Assets (130,604,748) (101,496,793)
Net Cash Flows from /(used) for Investing activities (130,604,748) (101,496,793)

Cash Flow from Financing Activities

Repayment of Long Term Borrowing (29,078,361) (23,609,605)
Receipt of Long Term Borrowing 25,000,000 -
Repayment of Short Term Borrowing (26,388,781) (34,586,984)
Receipt of Short Term Borrowing 16,181,540 28,029,049
Dividend Paid (26,916,000) -
Receipt from Lease Finance - 8,000,000
Repayment to Lease Finance (1,967,778) (1,048,853)
Net Cash Flows from/ (used) for Financing Activities (43,169,380) (23,216,393)

Net Cash Increase/(Decrease) during the year (35,718,172) (50,229,495)

Opening Cash and Cash Equivalents 58,496,216 105,920,885
Closing Cash and Cash Equivalents 22,778,045 55,691,390

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary

Dhaka
25-Apr-2019

128
(dd) Factors that may affect the results of operations:

There are no such factors that may affect the results of operations.

129
SECTION: VII
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
a) Overview of business and strategies:
1. In this era of Disruptive Innovation and Digital Customer Experience, ADN Telecom aims to focus on product and
service diversification(enhancing Wi-Fi, Data center and Infrastructure capacity) and continuously evolve the existing
corporate portfolio through digital transformation and innovation.
2. The company intends to introduce new and cutting-edge products, services and technology and expect to introduce
Omni Channel Service Experience. This will ensure the prime strategy of building long-lasting and sustainable
relationships with businesses and consumers.
3. The company has aggressive expansion plans both nationally and internationally in terms of product/service offerings
and builds a strong logistical network to support this expansion.
4. The company is going to continue with the strategy of increasing organizational capacity and competence to enhance
our already existing reputation of being a dependable IT enabled service brand amongst financial institutions, local and
international conglomerates and MNCs including fast expanding education sector.
5. The innovative and energetic team of ADN Telecom is aiming to explore the newest technologies and build one of the
best technological R&D endeavor for the millennium generation of Bangladesh.
6. The company ensure international standard of service delivery, quality management and increase organizational
capacity to adapt to international IT best practices and disruptive innovation.
7. The company shall increase communication and relationship with like-minded organizations, service providers, vendors
and other concerned stakeholders.
8. The company intends to explore B2C and IoT segments.
9. Finally, the company intends to build sustainable, long-lasting and fruitful business relationships with our investors.

(b) SWOT ANALYSIS:

Strength
 Strong Management with sound track record.
 One of the first ISP in Bangladesh to have a diverse access network of fiber, wireless and satellite.
 Reliable and responsive network and service delivery.
 Largest provider of international MPLS and IPLC service.
 Strong relationship with NTTN’s, IIGs, ICXs and IGWs.
 Strategic investment in ITC & IIG.
 Strategic partnerships with SingTel, Orange Business Services and TATA Communications.
 Strategic alliance with Bharti Airtel and Sri Lanka Telecom.
 Nationwide coverage, including remote areas without fiber based infrastructure.

Weakness
 Inability to offer services requiring smaller bandwidth volume due to cost of laying infrastructure.
 Lack of disruptive technology and limited infrastructure could result in delay in introduction of new
innovation.
 Absence of automated tools (OSS-BSS).

Opportunity
 We are well-positioned to exploit the launching of Bangabandhu 1 satellite.
 Huge activities for digital Bangladesh creating new business arena.
 Opportunity to up sell and cross sell different digital products to large and existing client base.
 Due to availability of SEA-ME-WE-5, the lower price of bandwidth will help to increase the market
growth.

130
  Market is growing high rate.
 Use of new technology concepts like IoT, Cloud Services and Data Centers allow the creation and
growth of new services and products.

Threat
 Market is very competitive.
 Challenges in changes in business policy by regulatory authorities.
 First technology changes, making difficult to adopt.
 Lack of fiber infrastructure upto Union level.

(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or sales, other income,
total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of
inventories, net profit before & after tax, EPS etc.:

As per audited accounts

As of June As of June As of June As of June As of June
Particulars 30, 2017 30, 2016 30, 2015 30, 2014 30, 2013
(Amount in BDT)
Net Revenue/Sales 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170

YOY change in sales 9.53% 22.68% 20.31% 19.11% 11.81%

Other income 938,502 792,457 1,918,335 1,545,094 159,346

YOY change in other income 18.43% -58.69% 24.16% 869.65% 100.00%

Cost of Service -481,879,050 -459,998,605 -375,506,003 -286,773,536 -234,750,086

YOY change in cost of service 4.76% 22.50% 30.94% 22.16% 3.71%

Financial cost -17,436,964 -10,153,204 -8,649,367 -4,392,768 -2,298,686

YOY change in Financial cost 71.74% 17.39% 96.90% 91.10% 10.83%

Depreciation and amortization expense 49,333,204 40,518,514 34,801,720 26,633,757 15,120,095

YOY change in Depreciation and amortization expense 21.75% 16.43% 30.67% 76.15% 16.93%

Inventories 2,363,500 1,572,550 12,906,434 6,112,632 61,714

YOY change in inventories 50.30% -87.82% 111.14% 9804.77% -75.31%

Profit before income tax 152,170,059 125,046,738 95,802,591 119,824,478 114,861,478

YOY change in Profit before income tax 21.69% 30.53% -20.05% 4.32% 25.23%

Net Profit after Tax 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522

YOY change in Net Profit after Tax 20.71% 35.72% 7.50% 17.82% 5.94%

Earnings per share 2.52 2.10 1.54 1.50 1.44

YOY Change in EPS 20% 36.36% 2.67% 4.17% 14.29%

131
Reason of Fluctuation:
Revenue:
Due to efficient management, marketing policy and overall demand of various type of IT related services,revenue has grown
over the past few years. Overall the Company has experienced favourable growth over the years with average growth rate
of around 17% over the past 5 (five) years.
Other Income:
The Company maintains some of its liquid assets in short term deposit accounts which attracts interest on quarterly basis.
The amount represents the income generated against the unutilised fund maintained in such accounts.
Cost of Service:
These are the costs associated with directly carrying out the business activities of the Company. Change in the cost of
service from period to period is in line with the change is revenue of the Company.
Financial Cost:
This represents the interest on LATR and Term Loan and is paid when due. The fluctuation is primarily due to the timing of
taking the loan facilities from various Banks & Financial Institutions.
Depreciation & Amortisation:
To keep pace with the growth in revenue, the Company had to invest significantly in Fixed Assets to service its client base.
Depreciation on these assets are recognised in the financial statements to reflect their use. ADNTel also has some
intangible assets which are amortised over their useful life.
Inventory:
Inventory consists of CPE & IDU (i.e. internet routers). These are bought in line with the assessed demand for such products
in the market. During the initial stage, these products had significant demand which is also reflected by the increased
inventory held by the Company.
Net Profit before & after tax, EPS, etc:
The growth of Net Profit before & after tax is consistent with the growth of the revenue. No unusual changes have occurred
during the last 5 (five) years on the above matters. EPS are properly calculated in line with BAS 33 using the weighted
average number of shares.
(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the
company’s business:
The company has no known trends demands, event or uncertainties that are likely to have an effect on thecompany’s
business except the know trends and uncertainties which have been mentioned in Section VI(f)(ii)(e). Similarly the company
has no commitments that are likely to have an effect on the company’s business other that as specified in the section-XXII
under the head of “Use of Proceeds” of this prospectus.
(e) Trends or expected fluctuations in liquidity:
The company has been operating with moderate liquidity. The company is currently enjoying working capital facilities in
different modes from various financial institutions, through which it is managing liquidity and meeting its payments for
procuring raw materials to carry out the service.
From the cash flow of the company, it has been revealed that the company can generate sufficient fund internally to service
its debt burden and other liabilities also. The company generated operating cash flow of BDT 15.58 Core for the year ended
June 30, 2017 to meets its liquidity and obligation.
(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.
There are no off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.

132
SECTION: VIII
DIRECTORS AND OFFICERS
(a) Name, Father’s name, age, residential address, educational qualification, experience and position of each of the
directors of the company and any person nominated or represented to be a director, showing the period for which the
nomination has been made and the name of the organization which has nominated him:

Name of the
Position in Institutions and
Name of the Father's Educational
SL Age Residential Address Experience the Duration for
Directors Name Qualification
Company Nominated
Director
Charukunjo, Apt.2A, 77,
Late A.M.Z. B. Sc in
01 Asif Mahmood 52 Gulshan Avenue, Gulshan, 27 Chairman -
Mahmood Engineering
Dhaka-1212.
Late House # 48/2,
M. Sc. (Applied
Md. Moinul Mohammad Shiddeshwari Lane,
02 57 Physics & 27 Director -
Islam Shafiqul Shantinagar, Ramna
Electronics),D.U
Islam Dhaka-1217.
Flat:S-6, Road:04,
Late M. Sc. (Applied
Md. Mahfuz Ali 55 House:22, Green View
03 Mohammad Physics & 28 Director -
Sohel Apartment, Dhanmondi,
Ali Electronics),D.U
Dhaka-1205

Nek House No. 24, Road No. 1, Savoy Ice Cream

04 Niaz Ahmed 56 M. Com, LL.B 38 Director
Mohammed Block-I, Banani, Dhaka Factory Limited

Bachelor of
Commerce
Nasiruddin (Finance & Vanguard AML BD
Waqar Ahmad House-05, Road-82, Banking)
05 Ahmad 52 30 Director Finance Mutual
Choudhury Gulshan-02, Dhaka-1212 Adelphi
Choudhury Fund One
University, Long
Island, N.Y.
USA.
House-66, Road-21, MBA, IBA,
Mohammmed Independent
06 Ghulam Rasool 68 Block-B, Banani, Dhaka- University of 29 -
Moksed Ali Director
1213 Dhaka
Spring Scarlet, Apartment
Khondkar Late
A1, House 64, Road 18, Independent
07 Atique-E- KhondkarLutf 64 FCA 39 -
Block A, Banani, Dhaka Director
Rabbani e Rabbani
1213.
MBA, The
House No-12, Road No-4,
International Managing
08 Henry Hilton James Hilton 53 Sector-7, Uttara, Dhaka- 22 -
University, Director
1230.
Bangladesh.

(b) The date on which he first became a director and the date on which his current term of office shall expire:

First date of appointment Date of expiry of current term as

SL Name of the Director's
as Director Director
01 Asif Mahmood 22-09-2003 AGM of 2020
02 Md. Moinul Islam 22-09-2003 AGM of 2020
03 Md. Mahfuz Ali Sohel 22-09-2003 AGM of 2019
04 Niaz Ahmed 19-08-2018 AGM of 2019
05 Waqar Ahmad Choudhury 19-08-2018 AGM of 2019
06 Ghulam Rasool 01-09-2017 31-08-2020
07 Khondkar Atique -E Rabbani 07-01-2018 06-01-2021
08 Henry Hilton 11-09-2017 10-09-2022

133
(c) If any director has any type of interest in other businesses, names and types of business of such organizations.
If any director is also a director of another company or owner or partner of any other concern, the names of
such organizations:

Position in Issuer Directorship/Ownership/Partner with

Name Position held
Company other Organization
ADN Technologies Limited Chairman
Tech Valley Networks Limited Chairman
InGen Technology Limited Chairman & Managing Director*
InGen Industries Limited Managing Director*
Bangladesh News 24 Hours Limited Chairman
Advance Technology Computers Limited Chairman & Managing Director *
Tech Valley Computers Limited Director
Asif Mahmood Chairman bdnews24 publishing limited Chairman
ADN Eduservices Limited Chairman
Renaissance Aviation Services Limited Managing Director*
BASE Limited Chairman
MyTel Limited Managing Director*
Good Heal Trust Chairman
Centre for Media & Development Trust Chairman
SEAF Ventures Management Managing Director*
Tech Valley Distributions Ltd. Chairman
Tech Valley Computers Ltd. Managing Director*
Md. Moinul Islam Director
Advance Technology Computers Ltd. Director
Tech Valley Systems Limited Chairman
Tech Valley Solutions Ltd. Chairman
Tech Valley Computers Limited. Chairman
Unus Technology Limited Chairman
Md. Mahfuz Ali Sohel Director
Valley Power Solutions Ltd Managing Director*
Nodi Agro Industries Ltd Managing Director*
Advance Technology Computers Ltd Director
Golden Oil Mills Limited Managing Director*
Savoy Ice Cream Factory Limited Managing Director*
Al-Arafah Islami Bank Limited Director
Islami Commercial Insurance Co. Limited Director
Niaz Ahmed Bangla Tel Limited Director
(Nominee of Savoy Ice
BD Link Communication Limited Director
Cream Factory Director
LimitedLimited
Jibondhara Solution Limited Director
Limited)
South East University Trustee
Broadway Marketing Co. Managing Partner
Golden Trading Co. Proprietor
Khaja Corporation Proprietor
Trade Plus Proprietor
Waqar Ahmad Vanguard Asset Management Limited Director and Managing Director & CEO
Choudhury
(Nominee of Vanguard Union Capital Limited Director
Director
AML BD Finance Nascom (Pvt.) Limited Director
Mutual Fund One) Rancom Trading (Pvt.) Limited Chairman & Managing Director
Ghulam Rasool Independent Director N/A N/A
Khondkar Atique -E
Independent Director The Computers Ltd. Managing Director*
Rabbani
Henry Hilton Managing Director Managewell Communication Ltd.*** Managing Director**
*All are private limited companies.

134
** Mr. Henry Hilton, Managing Director of ADN Telecom Limited can work for more than one company at a time
under provision of Section 109(2) of Companies Act, 1994 as per approval from Ministry of Commerce dated 16
July 2018.

***The name of Managewell Communication Ltd. has been changed to ADN International Gateway Limited on 4th April,
2019.

(d) Statement of if any of the directors of the issuer are associated with the securities market in any manner.
If any director of the Issuer Company is also a director of any issuer of other listed securities during last three years
then dividend payment history and market performance of that issuer:
None of the Directors are involved in securities market in any manner and nor have any Directorship in any issuer of other
listed securities during last three years.
(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s
mother, spouse’s brother, spouse’s sister) among the directors and top five officers:
There is no family relationship among the Directors and top five Officers of ADN Telecom Limited.

135
(f) A very brief description of other businesses of the directors:

Position in Issuer Directorship/Ownership/Partner

Name Nature of Business
Company with other Organization
Telecommunication Technologies related
ADN Technologies Limited products/equipments sales and service.
IT Enable Service provider.
IT and IT Enable Service Importer,
Tech Valley Networks Limited
Exporter and Supplier.
Manufacturer, Distributor, Supplier,
InGen Technology Limited Consultant, Importer and Exporter of
Renewable Energy.
InGen Industries Limited Importer, Exporter and Supplier.
The company publishes first internet
Bangladesh News 24 Hours
newspaper in Bangladesh, first in the
Limited
world of its kind.
Computer, Telecommunication
Advance Technology Computers
Technologies related products/equipments
Limited
sales and service.
Computer related products/ equipments
Tech Valley Computers Limited
sales and service.
Asif Mahmood Chairman
bdnews24 publishing limited Books Publisher
IT Enable Service, Training provider,
ADN Eduservices Limited
Importer, Exporter and Supplier.
Renaissance Aviation Services
Aviation.
Limited
Software Development, IT Training and
BASE Limited
Consultancy Services.
Establishing, Operating, Maintaining
MyTel Limited
International Gateway (IGW) Services.
Non-profit organization for improving the
Good Heal Trust
quality of health care services.
Non-profit organization aims to increase
Centre for Media & Development capacity building of Bangladesh media and
Trust also works for institutional development in
Bangladesh.
Private equity and venture capital fund
SEAF Ventures Management
manager.
Computer related products/ equipments
Tech Valley Distributions Ltd.
sales and service.
Computer related products/ equipments
Tech Valley Computers Ltd.
sales and service.
Md. Moinul Islam Director Computer, Telecommunication
Advance Technology Computers
Technologies related products/
Ltd.
equipments sales and service.
Computer related products/ equipments
Tech Valley Systems Limited
sales and service.
Dealing in IT Equipment, Peripherals like
Computers, Servers, Printing & Imaging
Tech Valley Solutions Ltd. Products, etc. and Power solution
Products and also provides application,
security and network solutions.
Computer related products/ equipments
Tech Valley Computers Limited.
Md. Mahfuz Ali Sohel Director sales and service.
Unus Technology Limited Power Solution Products and Services.
Valley Power Solutions Ltd Power Solution Products and Services.
Nodi Agro Industries Ltd Agro Business.
Computer, Telecommunication
Advance Technology Computers
Technologies related products/
Ltd
equipments sales and service.

136
 Manufacturing establishment of edible
Golden Oil Mills Limited grade Coconut Oil

Savoy Ice Cream Factory Limited Importer, Exporter and Manufacturer

Al-Arafah Islami Bank Limited Bank

Islami Commercial Insurance Co.

Insurance
Limited

Bangla Tel Limited International Gateway (IGW) service

Niaz Ahmed International Terrestrial Cable (ITC)
(Nominee of Savoy Ice BD Link Communication Limited service and International Internet Gateway
Director
Cream Factory Limited) (IIG) service.
Jibondhara Solution Limited Interconnection Exchange (ICX) service.

South East University University

Broadway Marketing Co. Trading

Trading
Golden Trading Co.

Khaja Corporation Trading

Trade Plus Trading

Vanguard Asset Management Asset Management Company
Waqar Ahmad Limited
Choudhury
Union Capital Limited Non-Banking Financial Institution
(Nominee of Vanguard
Director
AML BD Finance
Mutual Fund One) Nascom (Pvt.) Limited Trading

Rancom Trading (Pvt.) Limited Importer, Supplier, IT enable service

Ghulam Rasool Independent Director N/A N/A

Software Programmer/IT Training and

Khondkar Atique -E
Independent Director The Computers Ltd. Software Consulting/ Development.
Rabbani

Telecommunication, Importer, Exporter

Henry Hilton Managing Director Managewell Communication Ltd.*
and Supplier
*The name of Managewell Communication Ltd. has been changed to ADN International Gateway Limited on 4 th April, 2019.

(g) Short Bio Data of the Directors:

Asif Mahmood
Chairman
Mr. Asif Mahmood is the founder Chairman of ADN Telecom since its inception. He holds a B.Sc. in Engineering from NIT,
India. A visionary leader enriched with more than 26 years of experience in IT, ICT and Telecommunications, Mr.
Mahmood is among the pioneers of systems integration in Bangladesh. As a result, ADN Telecom today boasts of being
country’s largest provider of international MPLS service and is the only provider of cellular mobile transmission (Abis over
VSAT) solution in Bangladesh.
The alliance of Mr. Asif Mahmood and SingTel since 1999 is an endorsement to his vigor in advanced satellite
communication. It has looped Bangladesh, for the very first time, into the global enterprise networks. As a result, ADN
Telecom today boasts of being country’s largest provider of international MPLS service. Under his leadership, ADN
Telecom is by far the only provider of cellular mobile transmission (Abis over VSAT) solution in Bangladesh.

137
Mr. Asif Mahmood is a member of Dhaka Chamber of Commerce & Industry (DCCI) and Korea Bangladesh Chamber of
Commerce and Industry (KBCCI). He is also the founder member of Wireless Internet Broadband Association (WIBA) and
Bangladesh Association of Call Center & Outsourcing (BACCO).
He also chairs the Board of Trustees of “Goodheal Trust” that deals with the development of healthcare in Bangladesh and
“Centre for Media & Development Trust” that promote the social development in the country and to promote capacity
building of media institutions and media professionals.

Md. Moinul Islam

Director
Mr. Moinul Islam is the founder Director of ADN Telecom Limited and has over 26 years of experience in the technology
industry. Mr. Islam is currently the Chairman of Tech Valley Distributions Ltd .and Managing Director of Tech Valley
Computers Ltd and a Director of Advance Technology Computers Ltd. Mr. Islam holds a M.Sc. in Applied Physics &
Electronics from Dhaka University. He was the key person in achieving Zero TAX on ICT products among Seven members
BCS Delegation in 1998, as well as in formulating the ICT Policy of Bangladesh from FBCCI- the first ever Policy work in
the history of FBCCI. He is the former Vice President of Bangladesh Computer Samity and a current member of Dhaka
Chamber of Commerce & Industry (DCCI). He is a lifetime member of Ex Adamjee Cantonment Students Association and
was a General Body Member (Term 2012-2014) of The Federation of Bangladesh Chambers of Commerce and Industry
(FBCCI).

Md. Mahfuz Ali Sohel

Director
Mr. Md. Mahfuz Ali Sohel is the Founder Director of ADN Telecom Limited. Among other positions, he is currently the
Chairman of Tech Valley Solutions Ltd., Tech Valley Computers Limited and Unus Technology Limited; while being the
Managing Director of Valley Power Solutions Ltd. and Nodi Agro Industries Ltd. Presently, he is also a Director in Advance
Technology Computers Ltd. Mr. Ali has an M.Sc. in Applied Physics & Electronics from Dhaka University and has over 27
years of experience in different fields. Due to his vast experience and knowledge on various fields of business he is a
Member of Bangladesh Computer Samity (BCS), Dhaka Chamber of Commerce & Industry (DCCI), Dhaka Army Golf Club,
Gulshan Society, Banani Society and Dhanmondi Club Limited.

Niaz Ahmed
Director
Mr. Niaz Ahmed is a Director of ADN Telecom Limited (Representing Savoy Ice Cream Factory Limited). He is a
distinguished self-achieved businessman. He is the first generation businessman in the country. Starting in the early eighty’s
with a vision of ‘taking our nation a step towards tomorrow’, Mr. Niaz Ahmed has been one of the leading Entrepreneurs in
the country over the year. The road was had been quite difficult and the tasks forbidding, but Mr. Niaz Ahmed made it
possible only by his commitment, dedication and self-confidence. He is an emerging entrepreneur in Bangladesh. Being a
business and law graduate, Mr. Ahmed started his career as an advocate. Later he started chemical business and within
very short time established himself as a successful businessman.

Waqar Ahmad Choudhury

Director
Mr. Waqar Ahmad Choudhury is a Director of ADN Telecom Limited (Representing Vanguard AML BD Finance Mutual Fund
One). Mr. Waqar was the stakeholder and sponsor Director from 1996 to 2012, of Green Delta Insurance Company Limited,
one of the largest General Insurance Companies in Bangladesh. During this period Mr. Choudhury played a pivotal role
making equity investments in creating the following ventures:

 Delta BRAC Housing Limited (DBH), largest housing finance company in Bangladesh.
 United Hospital Limited, one of the leading corporate hospitals in Bangladesh.
 Green Delta Securities Limited, having membership of Dhaka Stock Exchange and Chittagong Stock Exchange.
 Green Delta Capital Limited, one of the leading Merchant Banks in Bangladesh.
Apart from the above investments he played a key role to finalize the equity participation of IFC to Green Delta Insurance
Company. He was immediate past Managing Director and CEO of Green Delta LR Holdings Limited with 30 years of
experience in the field of investment banking mainly in the capital market, insurance and trading business. Currently he is
the Director and Managing Director & CEO of Vanguard Asset Management Ltd. He is also the Director and Chairman of

138
Executive Committee of Union Capital Limited. Mr. Waqar also the Chairman & Managing Director of Rancom Trading (Pvt.)
Limited and Director of Nascom (Pvt.) Ltd. He is widely reputed for crafting requisite strategic vision to achieve business
goals. Mr. Waqar holds the Bachelor of Commerce in Finance and Banking from Adelphi University in Long Island, NY,
USA.
Ghulam Rasool
Independent Director
Mr. Ghulam Rasool is an Independent Director of ADN Telecom Limited. Qualified with an MBA, IBA, University of Dhaka, in
Marketing; Ghulam has a rich experience of 29 years in the IT industry. He has handled and competently managed the
sales, services and later the management function. Presently he is the Managing Director & CEO of Asset Developments &
Holdings Ltd.
He was instrumental in establishing Oman Computer Services (OCS) which was the pioneer IT Company of Oman. In his 16
year career with OCS as part of the core team, he witnessed the building of an organization from inception to being the
market leader IT Company in Oman. He has worked in the management team holding senior positions. Ghulam is a
versatile and effective manager for IT solution providers with experience in different countries of the GCC like Oman, Kuwait
and UAE. His 5 year stint in Australia as a Sales Manager of a finance company, gave him the added exposure to training
and western systems and procedures of management.
Previously as Managing Director of Macro Software Systems, Oman, his achievement was to bring the company back from
the brink after a management crisis threatened its very existence. He effectively retained clients, principles and held the core
team together.
In his last assignment as Managing Director & CEO of Tech Valley Networks (TVN), provided leadership to meet the stated
goals of the board of TVN by providing guidance to various teams to meet the ever-growing and complex IT solution
deployment scenario of the Bangladesh market.
Khondkar Atique-E-Rabbani
Independent Director
Mr. Khondkar Atique-E-Rabbani, B Tech (Hons) in Statistics from University of Bradford, UK, FCA is serving as an
Independent Director of ADN Telecom Limited since January 2018. Mr. Rabbani is the Managing Director of The Computers
Ltd, established in Nov 1983 engaged primarily in Software Programmer/ IT Training and Software Consulting/
Development. He is also the Chief Consultant of Atique Rabbani Consulting engaged in Internal Audit, Process
Optimization, IT Audit and ERP Consulting.
Mr. Rabbani is a member of the Governing Board and immediate past President of Institute of Internal Auditors Inc,
Bangladesh Chapter. Mr Rabbani is the founder member of BASIS (Bangladesh Association of Software and Information
Services) formed in 1997 and BCS (Bangladesh Computer Samity) formed in 1987. Mr. Rabbani was past Vice President of
DCCI (2016), Independent Director for ICB Securities and Trading Company Ltd (2000 to 2012), Director of Dhaka Chamber
of Commerce and Industry (2002-2004 & 2015-2017), Treasurer, BCS and BASIS (1997-99), Secretary, BASIS (1999-
2001). He is a Life member of Cadet College Club Ltd. and Mirzapore Ex Cadets Association.
Mr. Rabbani started work as a Programmer in British American Tobacco & Co., in Southampton, UK during 1977-78 as an
industrial placement student from University of Bradford, UK. Mr. Rabbani articled with Arthur Young McClelland Moores &
Co. (AYMM & Co), UK and became a member of ICAB (Institute of Chartered Accountants Bangladesh) in 1989. Mr
Rabbani's unique blend of IT/Software and Financial/Accounting expertise has been acquired and honed over his
involvement in these two fields over the last thirty years in Bangladesh and UK.
Mr. Rabbani writes, plays a guitar, sings and swims in his spare time.

Henry Hilton
Managing Director
Mr. Henry Hilton is the Ex. Officio Managing Director of ADN Telecom Limited and has been with ADN for over 11 years.
Prior to this, he was serving the Company as Head of Sales. He has more than 21 years of experience in corporate sector
and before becoming a part of ADN, he worked with Cosmos Group, Heidelberg Cement Bangladesh Limited and Agni
Systems Limited. Mr. Henry holding MBA degree from USA and attends a number of workshops& seminars at home and
abroad. He is also the Managing Director of ADN International Gateway Limited (Formerly known as Managewell
Communication Ltd.)

139
(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-up capital of
the issuer in terms of the CIB Report of Bangladesh Bank:

Neither the Company nor any of its directors and shareholders who hold 10% or more shares in the paid-up capital of the
Company is loan defaulter.

140
(i) Name with position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary paid for the financial year of
the Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If the Chairman, any
director or any shareholder received any monthly salary than this information should also be included:

Salary paid for

Sl. Educational Date of Overall
Name Designation Age Previous employment FY 2016-17
No. Qualification Joining Experience
(BDT)
N/A
1 Asif Mahmood Chairman B. Sc. Eng. 52 22-09-2003 27 2,400,000
 Cosmos Group of Companies
Designation: GM
 Heidelberg Cement Bangladesh
2 Henry Hilton Managing Director MBA 53 10-07-2006 29 4,006,859
Designation: IT Manager
 Agni Systems Ltd
Designation: Customer Support Manager
 BOC Bangladesh Ltd
MBA in Marketing from IBA,
Designation: Business Manager
Dhaka University,
 New Zealand Milk Bangladesh Ltd
3 *Abul Muyeed Ziaush Shams Consultant B. Com Hons. in 56 01-11-2006 25 Years 3,392,500
Designation: Marketing Manager (HOD)
Management
 Unilever Bangladesh Ltd
Designation: Product Group Manager
 Nilkamal Padma Plastics (Pvt) Ltd.
Designation: Head of Accounts & Finance
FCMA, CGMA, ACA  NAZ Bangladesh Ltd
4 Md. Enayet Hossain Chief Financial Officer 46 22-09-2005 20 Years 3,673,525
Designation: Manager- Accounts & Finance
 BeximcoPharmaceuticals Ltd.
Designation: Accounts Officer
 Robintex Group
Designation: Head of Admin, HR, Security &
Compliance
 BAN Air Ltd
Designation: CEO & Director
 Mars Aviation Ltd
01-11-2016 Designation: Director & CEO
5 *Lutfe Najib Khan Head of Administration B.Sc 61 38 Years 850,000
 Dutch Bangla Textile Gmb
Designation: CEO
 International Finance, Investment & Commerce
Bank Ltd
Designation: AVP
 Bank of Credit & Commerce International
Designation: Manager

141
 Salary paid for
Sl. Educational Date of Overall
Name Designation Age Previous employment FY 2016-17
No. Qualification Joining Experience
(BDT)
 Data Soft ITSL Ltd
Designation: Project Director
 Base Ltd
Designation: COO
 Techno Vista Ltd
B. Sc. Eng. (EEE) from Designation: COO
6 Abdul Matin Miazi Chief Commercial Officer 57 05-11-2006 31Years 3,165,000
BUET  Dutch Bangla Bank Ltd
Designation: Sr. Vice President
 EGIS II
Designation: GIS Specialist
 Beximco Computers
Designation: Programmer
 Stock Bangladesh.Com
Designation: Consultant, Business
 Bangladesh Product
Designation: Partner
MIS, AIUB
 Base Ltd
7 Saifullah A.Solenkhi Director, IT & Strategy M.Com and B.Com, Dhaka 47 25-07-2008 26 2,530,000
Designation: Director
University
 AIUB
Designation: Computer Lab In charge
 Rahman Metal Industries
Designation: MIS Executive
 Robi Axiata Limited
Designation: Vice President
EMBA (Marketing &  Grameenphone Ltd
Finance), North South Designation: ACE, Vendor Management &
15-06-2016
8 Md. Rezaul Karim Director (Technical) University 61 37 Training 2,500,000
B.Sc. in Mechanical  BTTB
Engineering Designation: Project Manager
 Telephone Shilpa Sangstha
Designation: Senior Engineer

142
  Government of Bangladesh
Designation: Controller General of Accounts
(Secretary equivalent-Grade 1)
 Bangladesh Railway
MSS in Political Science, Designation: Additional Director General-Finance
9 Md. Abul Kashem Head of Internal Audit 61 01-02-2017 33 550,000
University of Dhaka  Financial Management Academy, Dhaka
Designation: Director General
 Ministry of Finance
Designation: National Consultant (Audit
Specialist)
 Fiber@Home
Designation: GM, Technology
 AT&T Engineering, CA USA
Designation: Design & Project Engineer
 E.O Business Systems, Canada
10 **Ferdaus Al Amin Head of Planning B. Sc. Eng. (EEE)– BUET 59 26-06-2013 28 Designation: Business Analyst 2,534,400
 MDS Sciex, ON, Canada
Designation: Production Associate
 Ministry of Post & Telecommunication
Designation: Divisional Engineer (Runner of
BTRC)
Head of the Chairman's MS (Physics), University of Former Civil Servant
11 *Mohammad Shawkat Ali 61 01-09-2016 34 525,000
Office Dhaka
 Amarante Consulting Ltd
Designation: Consultant
 iPay Systems Limited
Designation: Consultant
Bachelor of Business  airtel Bangladesh
Chief Digital Business & Administration (Finance & Head mCommerce Operations
12 Ruhullah Raihan Alhusain 38 18-06-2017 15 108,333
Marketing Officer Marketing), University of  TechValley Group
Texas, Arlington. Head of Group Governance & Compliance
 Grameenphone Ltd
Head Operations Finance
 CSL
Manager- Training
 Runner Group
Designation: Manager- HR
MBA (HRM), Stamford  Nilkamal Padma Plastics Pvt. Ltd
University, PGDPM from Designation: Manager-Personnel & Admin.
13 Md. Amir Hasan Chowdhury Head of HR 49 15-05-2006 21 2,102,957
BIM, MSc (Statistics),  Delta Life Insurance Company Ltd.
Jahangirnagar University Designation: Asst. Vice President-HR
 Tex-Apparel Connection.
Designation: Factory Personnel Officer.

143
 Maj. Khandker Muhammad Arif Head of Regulatory Affairs MBA (MIS), DU, Bachelor of  Bangladesh Military
14 48 07-08-2007 26 2,208,318
(Retd.) & ERP Arts  Designation: Major-Last position
 Beximco IT- BOL
Designation: DGM-Network Services
Information Management  Acklands Grainger Inc.
System,Ryerson University, Designation: Sr. Network Administrator
15 Ashraf Khan Head of IPT & VC 44 02-06-2013 14 1,922,880
Toronto, Canada  Vlink Network Inc, Toronto, Canada
. Designation: Solution Architect
 Celestica Inc, Totonto, Canada
Designation: Network Analyst
 Central Hospital Limited
Designation: Company Secretary
16 Md. Monir Hossain Company Secretary FCS, MSS (Economics) 37 01-04-2009 11 1,561,359
 DNS Group
Designation: Assistant Company Secretary
MBA (MIS), DU  Insoft systems Ltd
Head of Technical BSc in (EEE), Islamic Designation: Network Administrator
17 Mohammad Hamidur Rashid*** 36 25-09-2007 14 2,028,663
Operation University of Technology,  Sirius Broadband (BD) Ltd
Dhaka Designation: Network Engineer
 Gonophone Bangladesh Ltd
Designation: Network Engineer
18 Myenuddin Muhammad Syefullah Head of Core Technology BSS 37 03-04-2016 13 1,881,900
 Vitals Computers
Designation: Hardware Engineer
 TNT International Express
AGM, International MSS & BSS in Sociology,  Designation: Chief of IT
48 01-11- 2006 19  KRC Marketing Agency
19 Mohammad Mahfujul Alam Business Rajshahi University 1,505,160
 Designation: Assistant Merchandiser
 MTC Beverage Ltd
 Designation: Officer-Sales & Marketing

Apart from this, no other director or no shareholder of the Company has received any monthly Salary from the Company.
* Abul Muyeed Ziaush Shams, Lutfe Najib Khan, Mohammad Shawkat Ali Resigned on 31 March 2019.
**Ferdaus Al Amin Retired on 31 August 2019.
***Mohammad Hamidur Rashid currently holds the position of Chief Technical Officer.

144
(j) Changes in the key management persons during the last three years. Any change otherwise than by way of
retirement in the normal course in the senior key management personnel particularly in charge of
production, planning, finance and marketing during the last three years prior to the date of filing the
information memorandum. If the turnover of key management personnel is high compared to the industry,
reasons should be discussed;
There is no change otherwise by way of retirement in the normal course in the senior key management personnel of the
Company relating to production, planning, finance and marketing during the last three years prior to the date of filing of
Prospectus expect followings:
Name Position Remarks
Resigned from Managing Directorship on
Mr. Asif Mahmood Chairman
11 September 2017
Mr. Henry Hilton Managing Director Promoted on 11 September 2017
Mr. Faisal Bin Rafek Former Chief Marketing Officer Left on 22 June 2017
Mr. Ruhullah Raihan Alhusain Chief Digital Business & Marketing Officer Joined on 18 June 2017
Mr. Md. Abul Kashem Head of Internal Audit Joined on 01 February 2017
Mr. Lutfe Najib Khan Head of Administration Joined on 01 February 2017

It appears from above that employee turnover in the key management positions is not high compared to that of industry rate.
(k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational
qualifications, and experiences in the business, positions/posts held in the past, directorship held, other
ventures of each sponsor and present position:

Name of the Position Status of the Sponsor in other ventures and

Educational
sponsors, Personal position
qualifications
father’s name addresses
and Experience Past Present
and age Name Position
ADN Technologies Limited Chairman

Tech Valley Networks Limited Chairman

Chairman
InGen Technology Limited &
Managing Director*
InGen Industries Limited Managing Director*
Bangladesh News 24 Hours
Chairman
Limited
Chairman
Advance Technology
&
Educational Computers Limited
Name: Asif Managing Director*
Charukunjo, qualifications B. Tech Valley Computers
Mahmood Chairman Director
Apt.2A, 77, Sc in Limited
Father’s Name: &
Gulshan Avenue, Engineering Chairman
A.M.Z. Managing bdnews24 publishing limited Chairman
Gulshan, Dhaka- Experience: 27
Mahmood Director
1212. years.
Age: 52 ADN Eduservices Limited Chairman
Renaissance Aviation
Managing Director*
Services Limited
BASE Limited Chairman

MyTel Limited Managing Director*

Good Heal Trust Chairman

Centre for Media &
Chairman
Development Trust

SEAF Ventures Management Managing Director*

145
 Position
Name of the Status of the Sponsor in other ventures and
Educational position
sponsors, Personal
qualifications
father’s name addresses Past Present
and Experience
and age Name Position

Tech Valley Distributions

Chairman
Name: Md. Educational Ltd.
House # 48/2,
Moinul Islam qualifications: Tech Valley Computers
Shiddeshwari Managing Director
Father’s Name: M. Sc. (Applied Ltd.
Lane,
Late Physics, & Director Director
Shantinagar, Advance Technology
Mohammed Electronics), D.U Director
Ramna Dhaka- Computers Ltd.
Shafiqul Islam Experience: 27
1217.
Age: 56 Tech Valley Systems
Chairman
Limited
Tech Valley Solutions
Chairman
Ltd.
Tech Valley Computers
Name: Md. Chairman
Educational Limited.
Mahfuz Ali
Flat:S-6, Road:04, qualifications:
Sohel Unus Technology Limited Chairman
House:22, Green M. Sc. (Applied
Father’s Name:
View Apartment, Physics, & Director Director Valley Power Solutions
Late Managing Director*
Dhanmondi, Electronics), D.U Ltd
Mohammad
Dhaka-1205 Experience: 28
Ali Nodi Agro Industries Ltd Managing Director*
Age: 54
Advance Technology
Director
Computers Ltd
Golden Oil Mills Managing Director*
Limited
Savoy Ice Cream Managing Director*
Factory Limited
Al-Arafah Islami Bank Director
Limited
Islami Commercial Director
Insurance Co. Limited
Bangla Tel Limited Director

Name: Niaz BD Link Director

Ahmed House No. 24, Communication
Educational
Road No. 1, Limited
Father’s Name: qualifications: - Director
Block-I, Banani, LimitedLimited
Nek M. Com, LL.B
Mohammed Dhaka Jibondhara Solution Director
Age:56 Limited
South East University Trustee

Broadway Marketing Managing Partner

Co.
Golden Trading Co. Proprietor

Khaja Corporation Proprietor

Trade Plus Proprietor

Name: Waqar House-05, Educational Director and

Vanguard Asset
Ahmad Road-82, qualifications: - Director Managing Director &
Bachelor of Management Ltd
Choudhury Gulshan-02, CEO

146
Father’s Dhaka-1212 Commerce
Name: (Finance &
Nasiruddin Banking) Union Capital Ltd. Director
Ahmad Adelphi
Choudhury University,
Age :52 Long Island, Nascom (Pvt.) Ltd Director
N.Y. USA.

Rancom Trading (Pvt.) Chairman &

Limited Managing Director

Name: Md. Abu Concord

Educational
Yousof Zakaria Regency, Flat # Tech Valley System Ltd Managing Director
qualifications: Sponsor
Father’s Name: 16B, 19/1 Lake
MBA (Finance) Director Sharehol
Late Momtaz Circus, West
Experience: 22 der
Uddin Akondo Panthapath,
Unified Business Ltd. Chairman
Age: 50 Dhaka-1205.
Ena Golden
Name: Tech Valley Networks
Rhythm, Flat # C- Educational Managing Director
Mohammad Ali Ltd.
3 (3rd Floor), qualifications: Sponsor
Sarker
House # MBA Director Sharehol
Father’s Name:
7/2,Block# Experience: 25 der
Late Abdul Latif
C,Lalmatia,Dhaka InGen Technology Ltd. Director
Sarker Age: 49
-1207.
Name:
Mamonoor Educational
Apt # 4A, Plot #
Rashid qualifications:
81, Road# 08, Sponsor
Father’s Name: Masters of Not involved in other
Block # B, Director Sharehol
Late Rashid Social Science organization
Boshundhara der
Ahmed. Experience: 24
R/A,Dhaka.
Age: 51

Name:
Muhammad Educational
Mr. Muhammad Anwarul Karim, Sponsor
Anwarul Karim 62/1 Chandkhan qualifications:
Shareholder transferred his entire 40,000 no. of
Father’s Name: Pool Lane, MBA Director -
shares on 03-10-2010 and has no communication
Late Azizur Dhaka. Experience: 26
with the issuer company.
Rashid
Age: 51
Name: Abu
Apt. B/8, House Educational
Saeed Khan
No. 04, Road No. qualifications:
Father’s Name: Not involved in other
18, Block-A, MBA Director -
Late Abu organization
Banani, Dhaka, Experience: 21
Ahmad Khan
Bangladesh.
Age: 56
Name: Late
Irshadul Islam
Father’s Name: deceased
Late Shamsul
Islam

*All are private limited companies.

(l) If the present directors are not the sponsors and control of the issuer was acquired within five years
immediately preceding the date of filing Prospectus details regarding the acquisition of control, date of
acquisition, terms of acquisition, consideration paid for such acquisition etc.:
There is no such acquisition in the Company within five years immediately preceding the date of filing this Prospectus.
Hence, the information is not applicable.

147
(m) If the sponsors or directors do not have experience in the proposed line of business, the fact explaining how
the proposed activities would be carried out or managed:
All the sponsors/directors have experience in the proposed line of business.
(n) Interest of the Key management persons:
The interest of the key management persons is given in the sub-section (i) of the current section of the Prospectus.
(o) All Interest and facilities enjoyed by the directors, whether pecuniary or non-pecuniary:

There were no such interests and facilities in the form of pecuniary and non-pecuniary enjoyed by the Directors except
followings:
Pecuniary
Name of Board Dividend Non-
Position Financial Year Remuneration Meeting
Directors pecuniary
(BDT) Attendance Stock (Bonus Cash (Amount
Fee shares) in BDT)
2016-17 2,400,000 - - -
Asif
Chairman 2015-16 2,400,000 - - 6,200,000 -
Mahmood
2014-15 2,400,000 - 6,200,000 - -
2016-17 - - - - -
Md. Moinul
Director 2015-16 - - - 3,255,000 -
Islam
2014-15 - - 3,255,000 - -
2016-17 - - - - -
Md. Mahfuz
Director 2015-16 - - - 3,255,000 -
Ali Sohel
2014-15 - - 3,255,000
2016-17 - - - - -
Niaz Ahmed Director 2015-16 - - - - -
2014-15 - - - - -
2016-17 - - - - -
Waqar
Ahmad Director 2015-16 - - - - -
Choudhury
2014-15 - - - - -
2016-17 - - - - -
Ghulam Independent
2015-16 - - - - -
Rasool Director
2014-15 - - - - -
Khondkar 2016-17 - - - - -
Independent
Atique-E 2015-16 - - - - -
Director
Rabbani 2014-15 - - - - -
2016-17 4,006,859 - - -
Henry Managing
2015-16 3,230,500 - - 62,000 -
Hilton* Director
2014-15 2,846,700 - 62,000 - -

* Mr. Henry Hilton is an ex officio member of the Board.

148
(p) Number of Shares held and percentage of Shareholding (Pre issue):
Name of Shareholders % of
Number of Shares
(A) Sponsors and Directors: Holding
Asif Mahmood 27.64% 12,400,000
Md. Moinul Islam 14.51% 6,510,000
Md. Mahfuz Ali Sohel 14.51% 6,510,000
Niaz Ahmed
3.00% 1,345,000
(Nominee of Savoy Ice Cream Factory Limited)
Waqar Ahmad Choudhury
2.97% 1,333,334
(Nominee of Vanguard AML BD Finance Mutual Fund One)
*Henry Hilton 0.28% 124,000
Md. Abu Yousof Zakaria 3.80% 1,705,000
Mohammad Ali Sarker 3.80% 1,705,000
Mamonoor Rashid 3.80% 1,705,000
Sub-Total: 74.31% 33,337,334
(B) Other than Sponsors & Directors 25.69% 11,522,666
Total (A+B): 100% 44,860,000
*Mr. Henry Hilton, Managing Director of the Company is an Ex-officio member of the Board.

(q) Changes in the Board of Directors in last three years:

Changes in the Board of Directors of the Company during the last three years are given below:

Sl Name Designation 2018 2017 2016

1 Asif Mahmood Chairman Existing Existing Existing
2 Md. Moinul Islam Director Existing Existing Existing
3 Md. Mahfuz Ali Sohel Director Existing Existing Existing
4 Niaz Ahmed Director Appointed - -
5 Waqar Ahmad Choudhury Director Appointed - -
6 Ghulam Rasool Independent Director Existing Appointed N/A
7 Khondkar Atique-E-Rabbani Independent Director Appointed N/A N/A
Appointed as
8 Henry Hilton Managing Director Existing N/A
Ex-Officio

(r) Director's engaged with similar business:

None of the Directors are involved with similar kind of business of ADN Telecom Limited operated undser BTRC licenses
[Nationwide ISP, Internet Protocol Telephony Service Provider and VSAT Provider (Hub)].

149
SECTION: IX
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) The prospectus shall contain a description of any transaction during the last five years, or any proposed transactions certified by the auditors, between the issuer and any of the
following persons, giving the name of the persons involved in the transaction, their relationship with the issuer, the nature of their interest in the transaction and the amount
of such interest, namely:-
(i) Any director or sponsor or executive officer of the issuer;
(ii) Any person holding 5% or more of the outstanding shares of the issuer;
(iii) Any related party or connected person of any of the above persons;

To Whom It May Concern

This is to certify that the Financial Statements of the ADN Telecom Limited furnished for our audit does not have any transaction during the last 5 (five) years, or any proposed transaction, between the issuer and any of the following persons:

i) Any director or sponsor or executive officer of the issuer;

ii) Any person holding 5% or more of the outstanding shares of the issuer;
iii) Any related party or connected person of any of the above persons;
Except the transactions described in the following table:
2016-17 2015-16 2014-15 2013-14 2012-13
Balance at the
Balance at the Balance at the Balance at the Balance at the
Value of Value of end of the Value of Value of Value of
end of the year end of the year end of the year end of the year
SL Related Parties Relationship Nature of Transaction transaction transaction year transaction transaction transaction
Receivable/ Receivable/ Receivable/ Receivable/
during the year during the year Receivable/ during the year during the year during the year
(payable) (Payable) (Payable) (Payable)
(Payable)
Amount in BDT
Concern under common Intercompany Loan 2,000,000 - (20,000,000) - 20,000,000 20,000,000 - - - -
1 Tech Valley Networks Ltd.
management Cost Sharing - - (9,714,470) - 377,951 9,714,470 3,835,706 9,336,519 3,770,090 5,500,813
Concern under common
2 Tech Valley Computers Ltd. Intercompany Loan 2,752,742 (5,000,000) 4,500,000 (7,752,742) 2,149,085 (12,252,742) 198,780 (14,401,827) (14,600,607) (14,600,607)
management
Intercompany Loan 3,000,000 5,006,655 372,825 2,006,655 10,770,314 1,633,830 12,404,144 12,404,144 -
Concern under common
3 ADN Technologies Ltd Equipment Purchase 6,828,044 - 21,425,446 6,828,044 3,005,588 (14,802,269)
management
Cost Sharing 23,960 - 481,614 23,960 42,082 (252,787)

150
4 My Tel Ltd Investment Intercompany Loan 1,120,000 29,017,409 16,262,409 30,137,409 - 13,875,000 1,750,000 13,875,000 9,587,500 12,125,000
Concern under common Intercompany Loan 3,000,000 -
5 Bangladesh News 24 Ltd
management Cost Sharing - - 567,736 - 458,760 567,736 108,976 108,976
Concern under common Equipment Purchase (958,800) (958,800) (958,800) (29,300) (958,800) (929,500)
6 InGen Industries Ltd.
management Cost Sharing (36,500) - - (36,500) - (36,500) (36,500) (36,500)
Concern under common
7 InGen Motors Ltd. Cost Sharing - 560,000 - 560,000 80,000 560,000 240,000 480,000 240,000 240,000
management
Intercompany Loan 3,000,000 12,750,000 2,500,000 9,750,000 - 7,250,000 6,550,000 7,250,000 700,000 700,000
Concern under common
8 InGen Technologies Ltd. Equipment Purchase - 3,100,000 - 3,100,000 - 3,100,000 3,100,000 3,100,000 - -
management
Cost Sharing (987,367) 8,330,665 - 9,318,032 2,630,966 9,318,032 2,692,531 11,948,998 2,938,424 9,256,467
Advance Technology Computers Concern under common
9 Cost Sharing (4,061,427) (4,061,427) (4,061,427) 1,110,640 (4,061,427) 806,840 (5,172,067)
Ltd. management
Concern under common
10 ADN Eduservices Ltd. Intercompany Loan 5,093,055 5,093,055 - - - - - - - -
management
11 Asif Mahmood Chairman & MD Director Remuneration 2,400,000 - 2,400,000 - 2,400,000 - 2,400,000 - 1,800,000 -

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

151
(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or
significantly influenced by a person who is currently a director or in any way connected with a director of either the
issuer company or any of its subsidiaries/holding company or associate concerns, or who was a director or
connected in any way with a director at any time during the last three years prior to the issuance of the Prospectus:

The information given in above under the head Certain Relationships and Related Transactions (Para-a) is applicable in this
respect.

152
(c) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying details of such loan in the Prospectus, and if any loan has
been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date
of loan taken, date of maturity of loan, and present outstanding of such loan.

ADNTel did not taken or given loans from or to any director, How ever Inter-company loan transactions are given below:

FY-2016-17 (BDT) FY-2015-16 (BDT) FY-2014-15 (BDT)

Name of The Nature of Nature of
Loan Outstanding Loan Outstanding Loan Outstanding
Party Relationship Transaction Loan Given Loan Given Loan Given
Taken Balance Taken Balance Taken Balance
Concern under
Tech Valley Intercompany loan
common 2,000,000 - - 30,000,000 29,714,470
Networks Ltd. transaction - - - -
management
Concern under
Tech Valley Intercompany loan
common - - (12,252,742)
Computers Ltd. transaction - (5,000,000) - (7,752,742) -
management
Concern under
Intercompany loan
My Tel Ltd common - 30,137,409 - 13,875,000
transaction 29,017,409 13,550,659 - -
management
ADN Concern under
Intercompany loan
Eduservices common 5,000,000 - - -
transaction - 5,093,055 - - -
Ltd. management
ADN Concern under
Intercompany loan
Technologies common 6,140,000 2,006,655 2,700,000 1,633,830
transaction - 5,006,655 - - -
Ltd management
InGen Concern under
Intercompany loan
Technologies common 4,200,000 22,168,032 - 19,668,032
transaction - 24,180,665 7,000,000 - -
Ltd. management
Bangladesh Concern under
Intercompany loan
News24 Hours common - - - -
transaction 3,000,000 - - - -
Limited management

As per Board decision time to time, the company gave short-term loans to related parties. The Board in its 91st meeting dated 27-03-2017 decided to charge interest on the balance of loan of ADN
Eduservices Limited. In addition, Board of Directors on their meeting dated 14-03-2018, took the decisions that, the intercompany loan amounting to Tk. 27,897,409 of MyTel Limited has been
transfer to share money deposit with effect from March 01, 2018 and interest @10% per year will be charge against loan amount of the intercompanies with effect from March 01, 2018

153
 SECTION: X
EXECUTIVE COMPENSATION
(a) The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the issuer in the
last accounting year and the name and designation of each such officer:
The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting
year and the name and designation of each such officer:
(Amount in BDT)
SL Name Designation FY2016-17
1 Asif Mahmood Chairman * 2,400,000
2 Henry Hilton Managing Director * 4,006,859
3 Abul Muyeed Ziaush Shams Consultants 3,392,500
4 Abdul Matin Miazi Chief Commercial Officer 3,165,000
5 Md. Enayet Hossain Chief Financial Officer 3,673,525
*Last year Mr. Asif Mahmood was the Chairman & Managing Director of the Company. Currently he is holding the position of
Chairman. It is also to be noted that, previously Mr. Henry Hilton took salary & allowances as Head of Sales who is holding
the position of Managing Director from 11-09-2017.

(b) Aggregate amount of remuneration paid to all directors and officers as a group during last accounting year:
(Amount in BDT)
Purpose FY 2016-17
Salary and Allowance 209,368,876
Directors Remuneration 2,400,000

(c) If any shareholder director received any Monthly salary or perquisite or benefit it must be mentioned along with
date of approval in AGM or EGM, terms thereof and payments made during the last year:

Mr. Asif Mahmood, Chairman is receiving Tk. 2,400,000 per year for his services rendered to the Company. The above-
mentioned remuneration was approved in the Annual General Meeting dated December 30, 2013.

Areas of engagement of Mr. Asif Mahmood:

The Chairman, in addition to his own role also provides expert opinion on the technical aspect of business innovation for the
Company.

(d) The Board Meeting attendance fees received by the director including the managing director along with date of
approval in AGM or EGM:
No Board meeting attendance fees were received by the Directors including the Managing Director of the Company.
(e) Any contract with any director or officer providing for the payment of future compensation:
There is no such contract between the Company and any of its directors or officers regarding any future compensation to be
made to them.
(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current
year, appropriate information regarding thereto:
There is no intention to increase remuneration substantially of the Directors and officers in the current year. However, the
remuneration of the officers is increased based on annual appraisal of their performance which is made as per company’s
policies.
(g) Any other benefit or facility provided to the above persons during the last accounting year:
No directors and officers of the Company received any other benefit or facility in the last accounting year except which is
disclosed above.

154
SECTION: XI
OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES
(1) The following information in respect of any option held by each director, the salaried officers, and all other
officers as a group, namely: -

i. The date on which the option was granted;

ii. The exercise price of the option;
iii. The number of shares or stock covered by the option;
iv. The market price of the shares or stock on the date the option was granted;
v. The expiration date of the option;
vi. Consideration against the option.

No options have been granted by the Company to any director, officers or employees.

(2) If such options are held by any person other than the directors, and the officers of the issuer company, the
following information shall be given in the prospectus, namely:-

i. The total number of shares or stock covered by all such outstanding options;
ii. The range of exercise prices;
iii. The range of expiration dates;
iv. Justification and consideration of granting such option.

No options have been granted by the Company to any director, officers or employees.

155
SECTION: XII
TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM

(a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value
received or to be received by the issuer from the above persons, or by the said persons, directly or indirectly, from
the issuer during the last five years along with the description of assets, services or other consideration received
or to be received:

Transaction with the Directors and Subscribers to the Memorandum during the last five years is given below:
[
Amount in BDT

Nature of Nature of FY2014-

Name FY 2016-17 FY2015-16 FY2013-14 FY2012-13
Relationship transaction 15
Remuneration 2,400,000 2,400,000 2,400,000 2,400,000 1,800,000
Dividend (Cash) - 6,200,000 - - -
Asif Mahmood Chairman
Dividend
- - 6,200,000 - -
(Bonus)
Remuneration - - - - -
Dividend (Cash) - 3,255,000 - - -
Md. Moinul Islam Director
Dividend
- - 3,255,000 - -
(Bonus)
Remuneration - - - - -
Dividend (Cash) - 3,255,000 - - -
Md. Mahfuz Ali Sohel Director
Dividend
- - 3,255,000 - -
(Bonus)
Niaz Ahmed Remuneration - - - - -
(Nominee of Savoy Dividend (Cash) - - - - -
Director
Ice Cream Factory Dividend
- - - - -
Limited) (Bonus)
Waqar Ahmad Remuneration - - - - -
Choudhury ( Nominee Dividend (Cash) - 666,667 - - -
of Vanguard AML BD Director
Dividend
Finance Mutual Fund - - 666,667 - -
(Bonus)
One)
Remuneration - - - - -
Md.AbuYousof Subscriber to Dividend (Cash) - 862,500 - - -
Zakaria the MoA Dividend
- - 862,500 - -
(Bonus)
Remuneration - - - - -
Subscriber to Dividend (Cash) - 862,500 - - -
Mohammad Ali Sarker
the MoA Dividend
- - 862,500 - -
(Bonus)
Remuneration - - - - -
Subscriber to Dividend (Cash) - 862,500 - - -
Mamonoor Rashid
the MoA Dividend
- - 862,500 - -
(Bonus)

(b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for such assets and
the method used to determine the price shall be mentioned in the prospectus, and if the assets were acquired by
the said persons within five years prior to transfer those to the issuer, the acquisition cost thereof paid by them:

The Company did not acquire nor has any plans to acquire any assets from its Directors or Subscribers to the
Memorandum.

156
SECTION: XIII
OWNERSHIP OF THE COMPANY’S SECURITIES
(a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of
securities owned and the percentage of the securities represented by such ownership, in tabular form:

No. of Pre-IPO Post- IPO

Name Address BO ID Number
Securities (%) (%)
Charukunjo, Apt.2A, 77, Gulshan
Asif Mahmood 1202790015098963 12,400,000 27.64% 19.18%
Avenue, Gulshan, Dhaka-1212.
House # 48/2, Shiddeshwari Lane, 14.51%
Md. Moinul Islam 1204350020748287 6,510,000 10.07%
Shantinagar, Ramna Dhaka-1217.
Flat:S-6, Road:04, House:22, Green
14.51%
Md. Mahfuz Ali Sohel View Apartment, Dhanmondi, Dhaka- 1605260034017995 6,510,000 10.07%
1205
Concord Regency, Flat # 16-B, 19/1
Md. Abu Yousof Zakaria Lake Circus, West Panthapath,Dhaka- 1202180063439033 1,705,000 3.80% 2.64%
1205
Ena Golden Rhythm, Flat # C-3 (3rd
Mohammad Ali Sarker Floor), House # 7/2,Block# 1605280063613716 1,705,000 3.80% 2.64%
C,Lalmatia,Dhaka-1207.
Apt # 4A, Plot # 81, Road# 08, Block #
Mamonoor Rashid 1605280063613684 1,705,000 3.80% 2.64%
B, Boshundhara R/A,Dhaka.
166, Tejkuni Para, Tejgaon, Dhaka-
Abdul Matin Miazi 1202200000220773 296,000 0.66% 0.46%
1215.
House # 12, Road # 04 Sector # 07,
Henry Hilton 1605280063613708 124,000 0.28% 0.19%
Uttara, Dhaka-1230.
3/C Afser Property, 5 Hare Street Wari,
Pradip Kumar Dey 1605280063613692 124,000 0.28% 0.19%
Dhaka - 1203.
Taher Tower, 09th Floor
SEAF Bangladesh
10 Gulshan (North Circle) 1602510065989679 1,286,666 2.87% 1.99%
Ventures Ltd.
Gulshan 02, Dhaka 1212.
SEAF Bangladesh 1500 K Street, NW, Suite 375,
1605830063415809 1,285,832 2.87% 1.99%
Ventures LLC. Washington, D.C. 20005.
Red Crescent Concord Tower (19th
ADN Technologies Limited Floor), 17, Mohakhali C/A, Dhaka- 1204220000914879 200,000 0.45% 0.31%
1212
City Bank Capital JibonBima Tower (1st floor), 10
1204500046667286 1,933,334 4.31% 2.99%
Resources Limited Dilkusha C/A, Dhaka-1000.
ADN Telecom Limited Red Crescent Concord Tower (19th
Employees Provident Floor), 17, Mohakhali C/A, Dhaka- 1204220037275497 200,000 0.45% 0.31%
Fund 1212
GSP Finance Company 1, Paribagh, Mymensingh Road,
1202830004187028 700,000 1.56% 1.08%
(Bangladesh) Limited Ramna, Dhaka - 1000.
House# 10, Road# 55, Gulshan-02,
Kh. Moinul Ahsan Shamim 1204780000689001 200,000 0.45% 0.31%
Dhaka-1212.
Symphony (Level # 6)
Vanguard AML BD Plot # SE (F) 9, Road # 142,
1604620049756141 1,333,334 2.97% 2.06%
Finance Mutual Fund One South Avenue, Gulshan-1, Dhaka-
1212.
Digicon Technologies 242, Tejgaon I/A, Gulshan Link Road,
1201820068084181 600,000 1.34% 0.93%
Limited Dhaka
0.36%
KJS Enterprise Limited 93 Kakrail (3rd Floor), Ramna, Dhaka 1202020057204145 160,000 0.25%
Saifullah Abdullah House 210, Lake Road, New DOHS,
1202020051281304 34,000 0.08% 0.05%
Solenkhi Dhaka Cantonment, Dhaka

157
 House 210, Lake Road, New DOHS,
Khilfat Jahan Johaira 1202020051307810 302,000 0.67% 0.47%
Dhaka Cantonment, Dhaka
DSE Building, 9/F, Motijheel C/A,
B & B Enterprise Ltd. 1202790028773976 300,000 0.67% 0.46%
Room No. 718, Dhaka-1000
DSE Building, 9/F, Motijheel C/A,
Md. Azizul Hoque 1202790003905930 100,000 0.22% 0.15%
Room No. 718, Dhaka-1000
DSE Building, 9/F, Motijheel C/A,
Md. Monirul Hoque 1202790003905946 100,000 0.22% 0.15%
Room No. 718, Dhaka-1000
DSE Building, 9/F, Motijheel C/A,
Saika Sultana 1202790019726594 100,000 0.22% 0.15%
Room No. 718, Dhaka-1000
DSE Building, 9/F, Motijheel C/A,
Shafika Salam 1202790019726586 100,000 0.22% 0.15%
Room No. 718, Dhaka-1000
5/H Aminabad Housing Society, 55-56
Raisuddin Ahmed Khan 1202790000214964 100,000 0.22% 0.15%
Siddhesheari, Santinagar, Dhaka
DSE Building, 9/F, Motijheel C/A,
KaziShafiqul Islam 1203720004767413 350,834 0.78% 0.54%
Room No. 718, Dhaka-1000.
DSE Building, Room No. 718, 9/F,
Md. Ismail Hossain 1202400062866620 100,000 0.22% 0.15%
Motijheel C/A, Dhaka-1000.
3 Bishnucharan Das Street, Lalbag,
Kazi Md. Deen 1202790033806840 100,000 0.22% 0.15%
Dhaka.
Apartment: D5, Dream Castel, Plot: 7,
Kazi Faruq Kader 1202790061800438 200,000 0.45% 0.31%
Road: 4, Gulshan, Dhaka
5-B, Dream Tower, 72 Siddeswari
Humayun Bokhteyar 1202790000003759 50,000 0.11% 0.08%
Road, Shantinagar, Dhaka.
Khwaja Equity Services 703 & 704, DSE Building, 9/F,
1202210025379170 300,000 0.67% 0.46%
Ltd. Motijheel C/A, Dhaka-1000.
DSE Building , Room No. 601, 9/F
Ahmad Rashid 1202160000211283 400,000 0.89% 0.62%
Motijheel C/A, Dhaka-1000.
DSE Building , Room No. 414, 9/F
Ershad Securities Ltd. 1202320027911837 200,000 0.45% 0.31%
Motijheel C/A, Dhaka-1000.
DSE Building , Room No. 901, 9/E
Parkway Securities Ltd. 1201520020432993 200,000 0.45% 0.31%
Motijheel C/A, Dhaka-1000.
Flat No. 7/B, Pankouri, 20
Parkway Holdings Ltd. ChameliBagh, Shantinagar, Dhaka- 1201520058588615 200,000 0.45% 0.31%
1217.
Apartment. 304, House: 17, Road: 59,
Waliur Rahman 1202790062083850 100,000 0.22% 0.15%
Gulshan-2, Dhaka.
Tareque Muhammud House No. 12A, Road No. 25A,
1604650062955044 400,000 0.89% 0.62%
Aminul Islam Banani, Dhaka-1213.
Flat-503, Road-51, House- 7 (NWH),
Anita Khan 1203680065090118 600,000 1.34% 0.93%
Gulshan -2, Dhaka
House # 10, Road # 08,Kallanpur,
Md. Hossain Miah 1202240043440921 50,000 0.11% 0.08%
Dhaka.
Flat No-B/2, House No-8, Road No-14,
Sharmin Rahman 1203650057920013 50,000 0.11% 0.08%
Sector-1, Uttara, Dhaka.
Amicus Golden Galaxy Flat # A2,(2nd
Zannatul Mahmuda 1204340063323169 50,000 0.11% 0.08%
Floor), 222/B Malibag, Dhaka-1217.
Road # 10, House # 02, Sector # 11,
Mizanur Rahman 1202190000438021 50,000 0.11% 0.08%
Uttara, Dhaka-1230.
Savoy Ice Cream Factory Navana Tower, 8th Floor, 45 Gulshan
1605740065993470 1,345,000 3.00% 2.08%
Ltd. Avenue, Gulshan-1, Dhaka-1212
Total: 44,860,000 100% 69.39%

158
(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number,
numbers of shares held including percentage, position held in other companies of all the directors before the
public issue:

Name of
Age Experience BO E- TIN No. of Pre-IPO Name of other Position
the Address
(years) (years) ID number shares held % Company held
Directors'
ADN Technologies
Chairman
Limited
Tech Valley Networks
Chairman
Limited
InGen Technology Chairman &
Limited Managing
InGen Industries Director
Managing
Limited Director
Bangladesh News 24
Chairman
Hours Limited
Advance Technology Chairman &
Computers Limited Managing
1202790015098963
Charukunjo, Tech Valley Director

736517187873
Apt.2A, 77, Director
Computers Limited
Asif Gulshan 27.89%
52 27 12,400,000 bdnews24 publishing
Mahmood Avenue, Chairman
limited
Gulshan,
Dhaka-1212. ADN Eduservices
Chairman
Limited
Renaissance Aviation Managing
Services Limited Director
BASE Limited Chairman
Managing
MyTel Limited
Director
Good Heal Trust Chairman
Centre for Media &
Chairman
Development Trust
SEAF Ventures Managing
Management Director
Tech Valley
Chairman
Distributions Ltd.
1204350020748287

House # 48/2,
115842572779

Shiddeshwari Tech Valley Managing

Md. Moinul Lane, Computers Ltd. Director
57 27 6,510,000 14.51% Advance Technology
Islam Shantinagar, Director
Ramna Computers Ltd.
Dhaka-1217. Tech Valley Systems
Chairman
Limited

Tech Valley Solutions

Chairman
Ltd.

Flat:S-6, Tech Valley

Chairman
1605260034017995

Road:04, Computers Limited.

177170569206

House:22,
Md. Mahfuz 55 Unus Technology
Green View 28 6,510,000 14.51% Chairman
Ali Sohel Limited
Apartment,
Dhanmondi,
Dhaka-1205 Valley Power Managing
Solutions Ltd Director

Nodi Agro Industries Managing

Ltd Director

159
Name of
Age Experience BO E- TIN No. of Pre-IPO Name of other Position
the Address
(years) (years) ID number shares held % Company held
Directors'
Advance Technology
Director
Computers Ltd
Golden Oil Mills Managing
Limited Director
Savoy Ice Cream Managing
Factory Limited Director
Al-ArafahIslami Bank Director
Limited
Islami commercial
Director
Insurance Co. Limited

Niaz Bangla Tel Limited Director

1605740065993470
Ahmed House No. 24,

630450472146
BD Link
(Represent Road No. 1, Communication Director
Savoy Ice Block-I, 56 38 1,345,000 3.00% Limited
Cream Banani, Jibondhara Solution
Factory Dhaka Director
Limited
Limited)
South East University Trustee
Broadway Marketing Managing
Co. Partner
Golden Trading Co. Proprietor

Khaja Corporation Proprietor

Trade Plus Proprietor

Director
and
Vanguard Asset
Managing
Management Ltd
Director &
CEO

Waqar
Ahmad
1604620049756141

Choudhury
560368998240

House-05, Union Capital Ltd. Director

(Represent
Road-82,
Vanguard 52 30 1,333,334 2.97%
Gulshan-02,
AML BD
Dhaka-1212
Finance
Nascom (Pvt.) Ltd
Mutual
Fund One) Director

Chairman
Rancom Trading
&
(Pvt.) Limited
Managing
Director
House-66,
428023538537

Road-21,
Ghulam N/A
Block-B, 68 29 N/A N/A N/A N/A
Rasool
Banani,
Dhaka-1213

160
Name of
Age Experience BO E- TIN No. of Pre-IPO Name of other Position
the Address
(years) (years) ID number shares held % Company held
Directors'
Spring
Scarlet,

893104277649
Apartment A1,
Khondkar
House 64, N/A Managing
Atique-E 64 39 N/A N/A The Computers Ltd.
Road 18, Director
Rabbani
Block A,
Banani,
Dhaka-1213

1605280063613708
House No-12,

576125210398
Road No-4, Managewell
Henry Managing
Sector-7, 53 22 124,000 0.28% Communication
Hilton Director
Uttara, Limited*
Dhaka-1230

*The name of Managewell Communication Ltd. has been changed to ADN International Gateway Limited on 4 th April, 2019.

(c) The average cost of acquisition of equity shares by the directors certified by the auditors:
The Average Cost of Acquisition of Equity Shares by The Directors
This is to certify that all the shares of the ADN Telecom Limited have been allotted to its Directors in Cash or Bonus and the
average cost of acquisition of equity by the directors and necessary particulars of shareholdings, allotments dates and consideration
are given below:
No. of Shares Held
Niaz Waqar
Ahmed Ahmad
(Nominee Choudhury Average
Date of Nature of Md. Md. of Savoy (Nominee of
Asif Consideration acquisition
Allotment Transaction Moinul Mahfuz Ice Cream Vanguard
Mahmood cost of share
Islam Ali Sohel Factory AML BD
Limited) Finance
Mutual Fund
One)
By
22-09-03 Subscription 40,000 40,000 40,000 - - Cash 10
MOA
By
28-05-05 1,560,000 1,560,000 1,560,000 - - Cash 10
Allotment
18-04-10 Transfer 800,000 - - - - Cash 0.94
By
06-06-10 1,600,000 500,000 500,000 - - Cash 10
Allotment
By
Allotment
01-04-12 2,200,000 1,155,000 1,155,000 - - Bonus 10
(Bonus
Shares)
By
08-01-14 - - - - 666,667 Cash 30
Allotment
By
27-09-16 Allotment 6,200,000 3,255,000 3,255,000 - 666,667 Bonus 10
(Bonus

161
 Shares)

19-08-18 Transfer - - - 1,345,000 - Cash 10

Total 12,400,000 6,510,000 6,510,000 1,345,000 1,333,334

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 30 October 2018 Chartered Accountants

(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/
directors. In this connection, a statement to be included:-
A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors / directors:

Asif Mahmood
Chairman

Issue Cumulati % Pre- % Post

Date of Allotment/ Nature No. of
Face Price/Acquisition ve no. of issue issue Sources
Transfer of fully Consideration of Equity
value Price/Transfer Equity paid up paid up of fund
paid- up shares issue shares
Prices shares capital capital

22/09/2003
Cash 40,000 10.00 10.00 40,000
(Incorporation)
28/05/2005
Cash 1,560,000 10.00 10.00 1,600,000
(Allotment)
18/04/2010
Cash 800,000 10.00 0.94 2,400,000
(Transfer) Ordinary Own
Share
27.64% 19.18%
06/06/2010 Source
Cash 1,600,000 10.00 10.00 4,000,000
(Allotment)
01/04/2012
Bonus share 2,200,000 10.00 10.00 6,200,000
(Allotment)
27/09/2016
Bonus share 6,200,000 10.00 10.00 12,400,000
(Allotment)

Md. Moinul Islam

Director

%
Date of % Pre-
Issue Post
Allotment/ Nature No. of Cumulative no. issue
Face Price/Acquisition issue Sources
Transfer of Consideration of Equity of Equity paid
value Price/Transfer paid of fund
fully paid- up issue shares shares up
Prices up
shares capital
capital
22/09/2003
Cash 40,000 10.00 10.00 40,000
(Incorporation)
28/05/2005
Cash 1,560,000 10.00 10.00 1,600,000
(Allotment)
06/06/2010 Ordinary 10.07 Own
Cash Share
500,000 10.00 10.00 2,100,000 14.51%
(Allotment) % Source
01/04/2012
Bonus share 1,155,000 10.00 10.00 3,255,000
(Allotment)
27/09/2016
Bonus share 3,255,000 10.00 10.00 6,510,000
(Allotment)

162
Md. Mahfuz Ali Sohel
Director

Date of % Pre- % Post

Issue
Allotment/ No. of Cumulative issue issue
Nature Face Price/Acquisition Sources
Transfer of Consideration Equity no. of Equity paid paid
of issue value Price/Transfer of fund
fully paid- up shares shares up up
Prices
shares capital capital

22/09/2003
Cash 40,000 10.00 10.00 40,000
(Incorporation)
28/05/2005
Cash 1,560,000 10.00 10.00 1,600,000
(Allotment)
06/06/2010 Ordinary Own
Cash Share
500,000 10.00 10.00 2,100,000 14.51% 10.07%
(Allotment) Source
01/04/2012
Bonus share 1,155,000 10.00 10.00 3,255,000
(Allotment)
27/09/2016
Bonus share 3,255,000 10.00 10.00 6,510,000
(Allotment)

Niaz Ahmed
Director
(Nominee of Savoy Ice Cream Factory Limited)

Date of % Pre- % Post

Issue
Allotment/ No. of Cumulative issue issue
Nature Face Price/Acquisition Sources
Transfer of Consideration Equity no. of Equity paid paid
of issue value Price/Transfer of fund
fully paid- up shares shares up up
Prices
shares capital capital

19/08/2018 Ordinary Own

Cash 1,345,000 10.00 10.00 13,450,000 3.00% 2.08%
(Transfer) Share Source

Waqar Ahmad Choudhury

Director
(Nominee of Vanguard AML BD Finance Mutual Fund One)

Date of % Pre- % Post

Issue
Allotment/ No. of Cumulative issue issue
Nature Face Price/Acquisition Sources
Transfer of Consideration Equity no. of Equity paid paid
of issue value Price/Transfer of fund
fully paid- up shares shares up up
Prices
shares capital capital

08/01/2014
Cash 666,667 10.00 30.00 666,667
(Allotment) Ordinary Own
2.97% 2.06%
27/09/2016 Share Source
Bonus share 666,667 10.00 10.00 1,333,334
(Allotment)

Md. Abu Yousof Zakaria

Sponsor Shareholder

Date of % Pre- % Post

Issue
Allotment/ No. of Cumulative issue issue
Nature Face Price/Acquisition Sources
Transfer of Consideration Equity no. of Equity paid paid
of issue value Price/Transfer of fund
fully paid- up shares shares up up
Prices
shares capital capital

22/09/2003 Cash Ordinary 10,000 10.00 10.00 10,000 3.80% 2.64% Own

163
 (Incorporation) Share Source
28/05/2005
(Allotment)
Cash 390,000 10.00 10.00 400,000
06/06/2010 Cash
(Allotment)
150,000 10.00 10.00 550,000
01/04/2012
(Allotment)
Bonus share 302,500 10.00 10.00 852,500
27/09/2016
Bonus share 852,500 10.00 10.00 1,705,000
(Allotment)

Mohammad Ali Sarker

Sponsor Shareholder
Date of Consideration Nature No. of Face Issue Cumulative % Pre- % Post Sources
Allotment/ of issue Equity value Price/Acquisition no. of Equity issue issue of fund
Transfer of shares Price/Transfer shares paid paid
fully paid- up Prices up up
shares capital capital

22/09/2003
Cash 10,000 10.00 10.00 10,000
(Incorporation)
28/05/2005
Cash 390,000 10.00 10.00 400,000
(Allotment)
06/06/2010 Ordinary Own
Cash Share
150,000 10.00 10.00 550,000 3.80% 2.64%
(Allotment) Source
01/04/2012
(Allotment)
Bonus share 302,500 10.00 10.00 852,500
27/09/2016
Bonus share 852,500 10.00 10.00 1,705,000
(Allotment)

Mamonoor Rashid
Sponsor Shareholder

Date of % Pre- % Post

Issue
Allotment/ No. of Cumulative issue issue
Nature Face Price/Acquisition Sources
Transfer of Consideration Equity no. of Equity paid paid
of issue value Price/Transfer of fund
fully paid- up shares shares up up
Prices
shares capital capital

22/09/2003
(Incorporation)
Cash 10,000 10.00 10.00 10,000
28/05/2005
(Allotment)
Cash 390,000 10.00 10.00 400,000
06/06/2010 Ordinary Own
(Allotment)
Cash Share 150,000 10.00 10.00 550,000 3.80% 2.64%
Source
01/04/2012
(Allotment)
Bonus share 302,500 10.00 10.00 852,500
27/09/2016
Bonus share 852,500 10.00 10.00 1,705,000
(Allotment)

(e) Detail of shares issued by the company at a price lower than the issue price:

Issue price has not been discovered yet and which shall be finalized as per book building procedure as specified in the
Bangladesh Securities and Exchange Commission (Public issue) Rules, 2015. However it shall be disclosed after finalization
of issue price.

164
(f) History of significant (5% or more) changes in ownership of securities from inception:
Md. Abu Yousof Khandker
Mohammad Ali Muhammad Anwarul
Date of Asif Mahmood Md. Moinul Islam Md. Mahfuz Ali Sohel Zakaria Mamonoor Rashid Irshadul Islam Abu Saeed Khan Mahmooda
Sarker Karim
Allotment/ Saeed
Transfer No. of No. of No. of No. of No. of No. of No. of No. of No. of No. of
% % % % % % % % % %
Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares

22-09-2003
(Subscription of 25% 40,000 25% 40,000 25% 40,000 5% 10,000 5% 10,000 5% 10,000 5% 10,000 10% 20,000 10% 20,000 - -
MOA)

12-04-2005
- - - - - - - - - - - - - - 10% 20,000 (10%) (20,000) - -
(Transfer)

28-05-2005 -
19.50% 1,560,000 19.50% 1,560,000 19.50% 1,560,000 4.88% 390,000 4.88% 390,000 4.88% 390,000 4.88% 390,000 19.50% 1,560,000 - - -
(Allotment)

18-04-2010 - - - - - -
10% 800,000 - - - - - - (20%) (1,600,000) - - 10% 800,000
(Transfer)

06-06-2010 - - - - - - - -
14% 1,600,000 - - - - - - - - - -
(Allotment)

Note: On dated 08-01-2014 and dated 07-06-2017 ADN Telecom Limited issued 3,569,583 no. of ordinary shares and 3,000,834 no. of ordinary shares to 8 no. investors and 17 no. of
investors which was 17.06% and 6.69% of holding respectively.

165
SECTION: XIV
CORPORATE GOVERNANCE

a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance
Guidelines of the Commission:

DECLARATION TO THE EFFECT THAT ADN TELECOM LIMITED HAS COMPLIED WITH THE REQUIREMENTS OF
CORPORATE GOVERNANCEGUIDELINES OF THE COMMISSION

The Company declares that it is in compliance with the requirements of the applicable guidelines of Corporate Governance
Guidelines of BSEC in respect of corporate governance including constitution of the Board and committees thereof. The
corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role
from the executive management team and constitution of the Board Committees, as required under applicable law.

Sd/-
Henry Hilton
Managing Director
ADN Telecom Limited

(b) A compliance report of Corporate Governance requirements certified by competent authority:

CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

TO THE SHAREHOLDERS OF ADN TELECOM LIMITED

We, in respect of ADN Telecom Limited (the Company), have examined the status of its compliance with the conditions of
Corporate Governance issued by Bangladesh Securities & Exchange Commission (BSEC) through its notification no.
SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012and subsequently amended through their Notification no.
SEC/CMRRCD/2OO6-158/147/Admin/48 dated July 21, 2013 under section 2CC of the Securities & Exchange Ordinance
1969.

The compliance with the said conditions of Corporate Governance Guidelines of Bangladesh Securities & Exchange
Commission (BSEC) and reporting the status thereof is the responsibility of the management of the Company. Our
responsibility is to provide a certificate about whether the Company is in compliance with the said conditions of Corporate
Governance based on our examination. Our examination for the purpose of issuing this certificate was limited to the
procedures including implementation thereof as adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance and correct reporting of the status of the compliance on the attached statement on the basis of
evidence gathered and representation received. It is neither an audit nor an expression of opinion on the financial
statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, except for the matter
described in the Non-compliances with conditions of Corporate Governance Guidelines paragraph, we certify that the
company has complied with the conditions of Corporate Governance Guidelines as stipulated in BSEC’s Notification dated
07 August 2012.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or
effectiveness with which the management has conducted the affairs of the company.

Dhaka, Sd/-
September 24, 2017 Mahfel Huq & Co.
Chartered Accountants

166
 ADN Telecom Limited
COMPLIANCE REPORT ON CORPORATE GOVERNANCE

Status of compliance with the conditions of Corporate Governance Guidelines as set by Bangladesh Securities & Exchange
Commission (BSEC) by the notification # SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012 and subsequently
amended through their notification # SEC/ CMRRCD/2006 -158/147/Admin/48 dated 21 July 2013 issued under section 2CC
of the Securities and Exchange Ordinance, 1969:

(Report under Condition No. 7.00)

Compliance Status
Condition Remarks
Title Put √ in the appropriate
No.
column)
Complied Not complied
1 BOARD OF DIRECTORS:
1.1 Board's Size [number of Board members to be 5 - 20] √
1.2 Independent Directors
1.2 (i) Number of Independent Directors [at least 1/5] √
Independent Director (ID) means a director:
1.2 (ii) a) Holding no share or holding less than 1% shares √
Not being a sponsor and connected with any sponsor or director
1.2 (ii) b) or shareholder holding 1% or more shares √

Not having any pecuniary or otherwise relationship with the

1.2 (ii) c) √
company or its subsidiary/associated companies
1.2 (ii) d) Not being member/director/officer of any stock exchange √
Not being shareholder/director/officer of any member of stock
1.2 (ii) e) √
exchange or intermediary of capital market
Not being partner/executive at present or during the preceding 3
1.2 (ii) f) √
years of the company's statutory audit firm
Not being an independent director in more than 3 (three) Listed
1.2 (ii) g) √
Companies;
Not convicted as defaulter in any loan of a bank or a Non-Bank
1.2 (ii) h) √
Financial Institution (NBFI);
1.2 (ii) i) Not convicted for a criminal offence √
Independent Director shall be appointed by the Board and
1.2 (iii) √
approved by the Shareholders in the AGM.
1.2 (iv) The post cannot remain vacant for more than 90 days. √
The Board shall lay down a code of conduct of all Board
1.2 (v) √
members and annual compliance of the code to be recorded.
Tenure of office of an independent director: 3 years, may be
1.2 (vi) √
extended for one term only.
1.3 Qualification of Independent Director (ID)
Being knowledgeable, having integrity, ability to ensure
1.3 (i) √
compliance with laws and make meaningful contribution
Being a Business Leader/ Corporate Leader/ Bureaucrat/
1.3 (ii) University Teacher (Economics/Business/Law) /CA /CMA/CS √
having 12 years of engagement/professional experience
In special cases the above qualifications may be relaxed subject Not
1.3 (iii)
to prior approval of the Commission. Applicable

167
 1.4 Appointment of Chairman and CEO, defining their roles √
1.5 The Director's Report to Shareholders shall include
Industry outlook and possible future developments in the
1.5 (i) √
industry.
1.5 (ii) Segment-wise or product-wise performance. √

1.5 (iii) Risks and concerns. √

A discussion on Cost of Goods sold, Gross Profit Margin and Net
1.5 (iv) √
Profit Margin.
Not
1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss.
Applicable
Basis for related party transactions- a statement of all related
1.5 (vi) √
party transactions should be disclosed in the annual report.
Utilization of proceeds from public issues, rights issues and/or Not
1.5 (vii)
through any others Instruments. Applicable
Explanation if the Financial results deteriorate after company Not
1.5 (viii)
going for IPO, RPO, Rights Offer, Direct Listing, etc. Applicable
Explanation about significant variance between Quarterly Not
1.5 (ix)
Financial performance and Annual Financial Statements. Applicable
1.5 (x) Remuneration to directors including independent directors. √
1.5 (xi) Fair presentation in financial statements. √
1.5 (xii) Maintaining proper books of accounts √
Consistent application of appropriate accounting policies, and
1.5 (xiii) √
accounting estimates being reasonable and prudent.
Following applicable IAS/BAS/IFRS/BFRS and adequate
1.5 (xiv) √
disclosure for any departure there -from, if any
1.5 (xv) Soundness and monitoring of internal control system √
1.5 (xvi) Statement regarding ability to continue as going concern √
1.5 (xvii) Significant deviations from last year's operating results √
1.5 (xviii) Summary of key operating/financial data of last 5 years √
1.5 (xix) Reason for non-declaration of Dividend √
1.5 (xx) Number of Board meetings and attendance of directors √
1.5 (xxi) Pattern of shareholding (along with name wise details) by
1.5 (xxi) a) Parent/Subsidiary/Associated Companies and related parties √
1.5 (xxi) b) Directors, CEO, CS, CFO, HOIA, their spouses & children √
1.5 (xxi) c) Executives (Top 5 salaried employees other than above) √
1.5 (xxi) d) Shareholders holding 10% or more voting interest. √
1.5 (xxii) In case of the appointment/re-appointment of a director
1.5 (xxii) a) A brief resume of the directors √
1.5 (xxii) b) Nature of his/her expertise in specific functional areas √
Names of companies in which he/she holds directorship and the
1.5 (xxii) c) √
membership of committees of the board
2. CFO, HEAD OF INTERNAL AUDIT AND CS:
Appointment of a CFO, a Head of Internal Audit and a CS and
2.1 √
defining their roles, responsibilities & duties

168
 2.2 Attendance of CFO and CS in the meetings of the Board √
3 AUDIT COMMITTEE
3 (i) Having Audit Committee as a sub-committee of the Board √
Audit Committee to assist the Board in ensuring fairness of
3 (ii) √
financial statements and a good monitoring system
The Audit Committee being responsible to the Board; duties of
3 (iii) √
the Audit Committee to be clearly set forth in writing
3.1 Constitution of the Audit Committee
3.1 (i) Audit Committee to be composed of at least 3 members √
Audit Committee members to be appointed by Board and at least
3.1 (ii) √
one Independent Director to be included
Audit Committee members to be "financially literate" and at least
3.1 (iii) √
one to have accounting/financial experience
Vacancy in Audit Committee making the number lower than 3 to
3.1 (iv) √
be filled up immediately and within 1 month.
The company secretary shall act as the secretary of the
3.1 (v) √
Committee.
The quorum of the Audit Committee meeting shall not constitute
3.1 (vi) √
without at least 1 (one) independent director.
3.2 Chairman of the Audit Committee
Chairman to be an Independent Director, selected by the Board
3.2 (i) √
of Directors.
3.2 (ii) Chairman of audit committee to remain present in AGM. √
3.3 Role of Audit Committee
3.3 (i) Oversee the financial reporting process. √
3.3 (ii) Monitor choice of accounting policies and principles. √
3.3 (iii) Monitor Internal Control Risk management process. √
3.3 (iv) Oversee hiring and performance of external auditors √
3.3 (v) Review the Annual Financial Statements √
3.3 (vi) Review the quarterly and half yearly financial statements. √
3.3 (vii) Review the adequacy of internal audit function. √
3.3 (viii) Review statement of significant related party transactions √
3.3 (ix) Review Letters issued by statutory auditors √
Review disclosures /statements/declarations about uses of funds
3.3 (x) √
raised through IPO/RPO/Rights Issue
3.4 Reporting of the Audit Committee
3.4.1 Reporting to the Board of Directors
3.4.1 (i) Reporting on the activities of Audit Committee √
3.4.1 (ii) a) Reporting on conflicts of interests; √
Reporting on suspected/presumed fraud or irregularity or
3.4.1 (ii) b) √
material defect in the internal control system
3.4.1 (ii) c) Reporting on suspected infringement of laws √

3.4.1 (ii) d) Reporting on any other matter to disclose immediately. √

3.4.2 Reporting to the Authorities √

169
 3.5 Reporting to the Shareholders and General Investors. √
4 EXTERNAL / STATUTORY AUDITORS
4 (i) Non-engagement in appraisal /valuation /fairness opinions √
Non-engagement in designing & implementation of Financial
4 (ii) √
information systems
4 (iii) Non-engagement in Book Keeping or accounting √
4 (iv) Non-engagement in Broker-Dealer services √
4 (v) Non-engagement in Actuarial services √
4 (vi) Non-engagement in Internal Audit services √
Non-engagement in other service determined by Audit Not
4 (vii)
Committee. Applicable
Possessing no share by any partner or employee of the external
4 (viii) √
audit firm during the tenure of assignment
5 SUBSIDIARY COMPANY
Not
5 (i) Composition of Board to be similar to holding company
Applicable
One independent director to be in both holding and subsidiary Not
5 (ii)
company. Applicable
Minutes of Board meetings of subsidiary company to be placed at Not
5 (iii)
following Board meeting of holding company Applicable
Minutes of respective Board meeting of holding company to state Not
5 (iv)
that affairs of subsidiary company be reviewed Applicable
Audit Committee of holding company to review financial Not
5 (v)
statements / investments of subsidiary company Applicable
6 DUTIES OF CEO AND CFO:
To certify that they've reviewed financial statements which
6 (i) a) contain no untrue or misleading statement or omit no material √
fact
To certify that the statements present a true and fair view of
6 (i) b) affairs and are in compliance with accounting standards and √
applicable laws
To certify that no transaction is fraudulent, illegal or violation of
6 (ii) √
company's code of conduct
7 REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE:
Obtaining certificate regarding compliance and sending it to
7 (i) √
shareholders along with the Annual Report
To state, in accordance with annexure, in directors' report
7 (ii) √
whether the conditions has been complied with

170
(c) Details relating to the Issuer's Audit Committee and Remuneration Committee, including the name of committee
members and a summary of terms of reference under which the committee operate

The name of audit committee members and Nomination & Remuneration Committee (NRC)are as follows:

Audit Committee Members Name Nomination and Remuneration Committee (NRC)

1. Ghulam Rasool, Independent Director (Chairman) 1. Khondkar Atique-E-Rabbani, Independent Director, (Chairman)
2. Md. Moinul Islam, Director (Member) 2. Md. Moinul Islam, Director (Member)
3. Waqar Ahmad Choudhury, Director (Member) 3. Md. Mahfuz Ali Sohel, Director( Member)
The terms of reference of the audit committee has been agreed upon as follows:

 Oversee the financial reporting process.

 Monitor implementation/ following the accounting policies and principles.
 Monitor Internal Control Risk Management Process.
 Oversee hiring and performance of external auditors.
 Hold meeting with the external or statutory auditors for review of the annual financial statements before
submission to the Board for approval or adoption;
 Review along with the management, the Annual Financial Statements and other reports beforesubmission to the
Board for approval.
 Review along with the management, the Quarterly and Half Yearly Financial Statements before submission to the
Board for approval.
 Review the adequacy of Internal Audit team performance in terms of internal audit report and audit procedure.
 Review the Management’s Discussion and Analysis before disclosing in the Annual Report;
 Review statement of significant related party transactions submitted by the management.
 Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors.
 Oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time
required for effective audit and evaluate the performance of external auditors; and
 Oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or
Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus
approved by the Commission.

The terms of reference of the Nomination and Remuneration Committee (NRC) has been agreed upon as follows:

a) NRC shall be independent and responsible or accountable to the Board and to the shareholders;

b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:

i. formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend a policy to the Board, relating to the remuneration of the directors, top level executive,
considering the following:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
suitable directors to run the company successfully;

b) the relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and

c) remuneration to directors, top level executive involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the company and its
goals;
ii. devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational
background and nationality;

171
iii. identifying persons who are qualified to become directors and who may be appointed in top level executive
position in accordance with the criteria laid down, and recommend their appointment and removal to the
Board;

iv. formulating the criteria for evaluation of performance of independent directors and the Board;
v. identifying the company’s needs for employees at different levels and determine their selection, transfer or
replacement and promotion criteria; and

vi. developing, recommending and reviewing annually the company’s human resources and training policies

172
SECTION: XV
VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER

(a) The valuation report of securities to be offered shall be prepared and justified by the issue manager on the basis
of the financial and all other information pertinent to the issue:

The valuation report of securities offered of ADN Telecom Limited prepared by issue manager (ICB capital Management
Limited) on the basis of financial and all other pertinent information to the issue.

(b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which
shall be explained in details with rationale to consider such factors, the valuation methods used, sources of
information and authenticity of such information:

Qualitative and quantitative factors of Valuation:

Qualitative and quantitative factors of Valuation considered for the preparation of Valuation report are given below:

Qualitative Factors:

1. ADNTel focuses on product and service diversification (Data center setup and enchancing infrastructure capacity) and
continuously evolve the existing enterprise portfolio through digital transformation and innovation.
2. ADNTel is a leading Internet and Data service provider and it has more than 14 years’ of experience in enterprise
segment.
3. Digital transformation of business activities are rapidly growing in Bangladesh and increasingly becoming dependent
on internet for communication, growth, recruiting, monitoring and marketing.
4. ADNTel is going to continue with the strategy of increasing organizational capacity and competency to enhance
existing reputation of being a dependable IT enable service brand amongst financial institutions, local and international
conglomerates and MNC's.

5. The innovative and energetic team of ADNTel is aiming to explore the newest technologies and build one of the best
technological R&D endeavor for the millennium generation of Bangladesh.
6. The company is run and managed by very qualified and experienced management.
7. Largest provider of international MPLS and IPLC service.

Quantitative Factors:

Primary valuation method for the company is considered on the basis of Net Assets Value based valuation, Earnings based
valuation per share and average market price of similar stock.
(c) While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and shall
exercise independence and due diligence:

The Issue Managers (ICB Capital Management Limited) while preparing the valuation report, avoided exaggeration and
biasness and exercise independence and due diligence.

(d) The issue manager(s) shall, among others, consider the following methods for valuation of the securities:

The valuation report of securities shall be prepared on the basis of the financial and all other information pertinent to the
issue. The fair value is determined under different valuation methods referred in Clause No. Annexure-E (B) (14) of
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. The following table illustrates the calculation
of fair value of ADN Telecom Limited under different methods:

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 Valuation under different methods as prescribed in clause no. Annexure-E(B)(14) of Bangladesh Securities and

Exchange Commission (Public Issue) Rules, 2015

Summary of Valuation Methodology of ADN Telecom Limited

Price
Sl. Method Used
1 Net Asset value (NAV) per share at historical cost (without Revaluation) 16.13
2 Valuation with reference To Earning-Based-Value Per Share (considering overall market P/E) 27.49
3 Average Market price of similar stock Based Valuation 33.66

Method 1: Net Asset value (NAV) per share at current cost (without revaluation)
Share capital 448,600,000
Share premium 83,005,464
Retained earnings 192,201,027
Shareholders’ Equity (A) 723,806,491
Number of share outstanding as on June 30, 2017 (B) 44,860,000
Net Asset value (NAV) per share (A/B) 16.13

The company did not do any revaluation from its inception.

Method 2: Valuation with reference to earning-based-value Per Share (Considering Overall Market P/E): earning-
based-value per share based on historical information sourced from audited financial statements and data from Dhaka Stock
Exchange Limited (DSE). The value was calculated by considering weighted net profit after tax for last 5 (five) years as per
audited financial statements and overall market earnings multiple. The weighted average Earnings Per Share (EPS) is BDT
1.81 and the 3 months average DSE Market P/E is 15.19 Therefore, earning-based-value per share has been derived as
BDT 27.49

Year No. of Shares Net Profit After Tax Weight (%) Weighted Net Profit After Tax
2016-17 44,860,000 105,936,997 0.35886 38,016,551
2015-16 20,929,583 87,762,243 0.16742 14,693,155
2014-15 20,929,583 64,665,545 0.16742 10,826,306
2013-14 20,929,583 60,156,720 0.16742 10,071,438
2012-13 17,360,000 55,039,096 0.13888 7,643,830
Total 125,008,749 373,560,601 1.00000 81,251,280
Weighted average net profit after tax [C] 81,251,280
Number of shares as on June 30, 2017 [D] 44,860,000
Weighted average earnings per share (EPS)[E= C/D] 1.81
DSE overall market average P/E (Considering Lesser P/E of 15.19 & 25.59 is
15.19
15.19 )[F]
Earning based value per share (BDT) [G=ExF] 27.49

Calculation of Overall Market & Sectoral P/E:

Particulars March, 2018 April, 2018 May, 2018 Average

Overall Market PE 15.67 15.43 14.48 15.19
Sectoral Market PE (IT) 25.37 26.13 25.26 25.59
Considering Lesser P/E of 15.19 & 25.59 is 15.19
Source:DSE Monthly Review

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Method 3: Average Market Price of Similar Stock Based Valuation:
The nature of Business of ADN Telecom Limited is similar to the business operation with the Companies listed under IT
Sector in Stock Exchanges of Bangladesh. For similar stocks we have considered the comparable companies listed with
Dhaka Stock Exchange Limited.
AAMRATECH AGNISYS BDCOM DAFODILCOM ITC
31-Jul-17 39.70 28.10 42.90 51.30 48.10
31-Aug-17 38.50 27.50 45.80 48.90 47.50
28-Sep-17 38.90 25.90 42.80 45.90 45.50
31-Oct-17 33.40 23.60 31.60 52.00 40.70
30-Nov-17 31.60 22.90 27.10 46.80 38.00
28-Dec-17 33.30 21.90 27.20 43.40 35.50
31-Jan-18 32.50 20.70 26.80 41.50 33.00
28-Feb-18 31.00 21.20 27.90 38.20 31.50
29-Mar-18 30.40 20.70 29.00 32.60 29.20
30-Apr-18 29.80 20.30 28.50 37.70 29.70
31-May-18 28.60 19.80 27.30 36.70 32.70
28-Jun-18 27.70 19.30 27.10 39.40 42.40
Average Price per share 32.95 22.66 32.00 42.87 37.82
Average Market Price per Share of Similar Stocks 33.66
Source: DSE Monthly Review

Rationale for choosing these 5 Companies:

There are eight IT companies listed in the capital market. Among the eight companies ADNTel has taken five companies
because ADNTel’s capital structure and revenue matches with these 5 (Five) companies.

Information related to listed IT sector companies:

Turnover Paid-up Capital
S.L Company Name EPS NAV
(Taka in crore) (Taka in crore)
Aamra Technologies
1. 111.48 55.37 1.48 22.10
Limited
2. Agni Systems Limited 33.64 62.68 1.08 15.20
3 Bdcom Online Limited 44.47 41.41 1.51 14.07
Daffodil Computers
4 53.79 49.92 1.56 12.52
Limited
Information Technology
5 98.63 87.00 0.76 15.86
Consultants Limited

Explanation of similarities:
1. ADNTel having a turnover of BDT 82.95 crore, it is justifiable to consider the companies having more or close to the
turnover of ADNTel.In our Analysis, companies having more than BDT 33.64 crore are considered as comparable annual
turnovers.
2. Considering the Capital Base of ADNTel of BDT 44.86 crore, companies with paid-up Capital of more than 41.41 crore
are considered as comparable companies.
3. Companies having annually published data have been considered only.

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SECTION: XVI
DEBT SECURITIES

The Company neither issued nor is planning to issue any debt securities within next six months.

176
SECTION: XVII
PARTIES INVOLVED AND THEIR RESPONSIBILITIES

Parties involved Name Responsibilities

The Issue Manager is responsible to comply
with all the requirements as per Bangladesh
Securities and Exchange Commission (Public
a) Issue Manager ICB Capital Management Limited Issue) Rules 2015 including preparation and
disclosures made in the prospectus, Roadshow
and other responsibilities as mentioned in the due
diligence certificate.
The Underwriter is responsible to underwrite the
public offering on a firm- commitment basis as
per requirement of Bangladesh Securities and
ICB Capital Management Limited Exchange Commission (Public Issue) Rules
b) Underwriters
2015. In case of under-subscription in any
category by up to 35% in an initial public offer, the
unsubscribed portion of securities shall be taken
up by the underwriter.
To express an opinion on financial statements of
the auditor based on their audit. An auditor
conducting an audit in accordance with
Syful Shamsul Alam & Co.
Bangladesh Standards on Auditing (BSA) is
c) Statutory Auditor Chartered Accountants
responsible for obtaining reasonable assurance
that the financial statements taken as a whole are
free from material misstatements whether caused
by fraud or error.
d) Cost Auditor N/A. N/A
e) Valuer N/A N/A
Credit Rating Company is responsible for
conducting the long term and short term rating of
f) Credit Rating Agency Emerging Credit Rating Ltd. the company based on its financial statements
and other relevant qualitative and quantitative
information.

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SECTION: XVIII
MATERIAL CONTRACTS

a) Major agreements entered into by the Issuer:

1) Issue Management Agreement between the Company and ICB Capital Management Limited.
2) Underwriting Agreement between the Company and Underwriter.
3) Registrar to the Issue Agreement with Roots Investment Limited.
4) Credit Rating Agreement with Emerging Credit Rating Ltd.

b) Material part of the agreements:

Type of Agreement Particulars

Name ICB Capital Management Limited
Signing Date 15-06-2016
Material terms and Conditions According to the Clause No. 02.1:
I. Collect all necessary documents/information
from the Issuer as required by the Bangladesh
Securities and Exchange Commission (Public
Issue) Rules, 2015;
II. Preparation of red-herring prospectus/
prospectus/information memorandum
prospectus as per Bangladesh Securities and
Exchange Commission (Public Issue) Rules,
2015;
III. Submitting the red-herring prospectus/
prospectus/information memorandum
Issue Management prospectus to the Bangladesh Securities and
Agreement Exchange Commission (BSEC) Dhaka Stock
Exchange (DSE) and Chittagong Stock
Exchange (CSE);
IV. Liaison with the BSEC, DSE and CSE to co-
operate the Issuer for complying with the
regulatory queries;
V. Filling application for Listing with the stock
exchanges after the BSEC consent;
VI. Selection and Co-ordination with the Bankers to
the Issue in consultation with the Issuer;
VII. Selection and Co-ordination with the
Underwriters;
VIII. Any other services as required to fulfill the
requirement of public issue of shares.
Fees Payable BDT 2% of Public Offer amount.
Name ICB Capital Management Limited
Signing Date 19-09-2017
According to the Clause No. 1.03:
In case of under-subscription in any category by up to
35% in an Initial Public Offer, the undersubscribed
portion of securities shall be taken up by the underwriter.
Underwriting Agreement Material terms and Conditions
According to the Clause No. 1.04:
In case of failure to deposit the remaining amount by the
eligible investors, the unsubscribed securities shall be
taken up by the underwriter.

According to the Clause No. 2.02:

178
 The underwriting agreement and the underwritten amount
and allocation of underwriting portion shall be revised
after completion of the bidding period, where the cut-off
price will be determined at nearest integer of the lowest
bid price at which the total securities offered to
eligible investors would be exhausted. The public
offering price will be determined at 10% discount (at
nearest integer) from the cut-off price.

According to the Clause No. 2.06:

The issuer, in the event of under subscription, shall send
notice to the underwriter(s) within ten days of closure of
subscription calling upon them to subscribe the securities
and pay for this in cash in full within fifteen days of the
date of said notice and the said amount shall be credited
into securities subscription account within the said period.
If payment is made by Cheque/ Bank Draft by the
underwriter it will be deemed that the underwriter has not
fulfilled his obligation towards his underwriting
commitment under this agreement, until such time as the
Cheque/ Bank Draft has been encased and the
Company’s account credited. In any case within 7
(seven) days after the expiry of the aforesaid 15 (fifteen)
days, the Company shall send proof of subscription and
deposit of money by the underwriter to the Commission.
In the case of failure by the underwriter to pay for the
shares under the terms mentioned above, the said
underwriter will not be eligible to underwrite any issue,
until such time as he fulfils his underwriting commitment
under this Agreement and also other penalties as may be
determined by the Commission may be imposed.
In the case of failure by the underwriter to pay for the
shares within the stipulated time, the Company/issuer will
be under no obligation to pay any underwriting
commission under this Agreement.
In the case of failure by the Company to call upon the
underwriter for the aforementioned purpose within the
stipulated time, the Company and its Directors shall
individually and collectively be held responsible for the
consequences and/or penalties as determined by the
Bangladesh Securities and Exchange Commission under
the law.
According to the Clause No. 2.09:
The Company shall pay to the underwriter an
underwriting commission at the rate of 0.40% of the
amount underwritten hereby agreed to be underwritten by
it.
Fees Payable BDT 0.40% underwritten amount.
Name Roots Investment Limited.
Signing Date 27-07-2017
Registrar to the Issue According to the Clause No. 02:
Agreement a. The Registrar shall ensure due compliance of the
Material terms and Conditions
Book-building procedures and the Bangladesh
Securities and Exchange Commission (Public Issue)

179
 Rules, 2015.
b. The Registrar shall coordinate all other actions
necessary for completing the post-issue functions or
to comply with the regulatory requirements with the
support of Issuer.
c. The Registrar shall coordinate for completing the
post-issue processing activities for public issue of
the Company within the stipulated time as specified
by the Bangladesh Securities and Exchange
Commission.
d. The Registrar will have to complete all statements
and ensure timely delivery of them to the relevant
authorities /organizations.
e. The Registrar will have to deliver one soft copy of
entire database of all applications to the Company in
the format and headings specified by the Company.
Fees Payable BDT12,00,000 only.
Name Emerging Credit Rating Limited
Signing Date 30-07-2017
Clause No.2.: To enable ECRL to perform rating
services of the Rated Subject during the initial rating and
continuous surveillance exercise, the Client shall
promptly supply all information, data, assistance and
grant access to documentation reasonably necessary or
relevant to the rating exercise which are within the
Client's possession, custody or under the Client's control
and/or personnel under the Client's control upon request
by ECRL within the stipulated timeframe as set out by
ECRL ("Requested Materials").

Clause No.7: Any rating which has been assigned based

on a rating exercise is valid for a period not exceeding
twelve (12) months which shall be calculated from the
Credit Rating Agreement date of the issuance of an indicative Agreement
assigning initial rating of the Rated Subject. The
Material terms and Conditions
Surveillance Rating will also be valid for a period not
exceeding twelve (12) months for each of next three (3)
years which shall be calculated from the date of expiry of
Initial Rating of the Rated subject. ECRL will charge the
Client an update or review fee accordingly in addition to
the Rating Fee and Annual Surveillance Fee (as per
Clause 5 above). Once an agreement is executed, it
cannot be terminated before performing the initial rating
and three years continuous surveillance rating as per
Credit Rating Rules of 1996.

Clause No.17.1: Termination of this contract will be

governed by the Credit Rating Companies Rules 1996 of
Securities and Exchange Commission (SEC) of
Bangladesh and any subsequent law/ordinance/circular
thereto.
Fees Payable BDT 70,000 only.

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SECTION: XIX
LITIGATIONS, FINE OR PENALTY

a) The following litigations including outstanding litigations against the issuer or any of its Directors and fine or
penalty imposed by any authority:

I. Litigation involving Civil Laws:

There is no litigation against the Issuer or any of its directors in a civil proceeding.
II. Litigation involving Criminal Laws:
There is no litigation against the Issuer in a criminal proceeding. However, there are following litigations against one of its
Director namely Mr. Md. Moinul Islam in a criminal proceeding as stated below:

1) Special Sessions Case No. 306/2016

The Special Sessions Case No. 306/2016 was filed by Abu Yousuf Zakaria against, Mr. Md. Moinul Islam for dishonor
of Cheque being No. LNB 0429550 of Tk.95,00,000/ (Taka Ninety Five Lac only) Under Section 138 of the Negotiable
Instruments Act, 1881. Based on an application by Mr. Moinul Islam the Hon’ble High Court Division of the Supreme
Court of Bangladesh passed an order on 22.05.2017 staying the proceeding of the case for one year. The Hon’ble High
Court Division of the Supreme Court of Bangladesh was further extended the stay order till 30.05.2019. On 12.05.2019
the Hon’ble High Court Division of the Supreme Court of Bangladesh has further extended the stay order till
30.05.2020.

2) Sessions Case No. 13468/15

The Sessions Case No. 13468/15 was filed by Md. Tozammel Haque Sarker, against, Mr. Md. Moinul Islam for
dishonor of Cheque being No. LNB 0429549 of Tk.65,00,000/- (Taka Sixty Five Lac Only) Under Sections 138 & 140 of
the Negotiable Instruments Act, 1881. Based on an application by Mr. Moinul Islam the Hon’ble High Court Division of
the Supreme Court of Bangladesh passed an order on 16.08.2017 staying the proceeding of the case for one year. The
Hon’ble High Court Division of the Supreme Court of Bangladesh was further extended the stay order till 30.05.2019.
On 12.05.2019 the Hon’ble High Court Division of the Supreme Court of Bangladesh has further extended the stay
order till 30.05.2020.

3) Sessions Case No. 12333/15

The Sessions Case No. 12333/15 was filed by Md. Mojibur Rahman on behalf of Rangs Electronics Limited against,
Mr. Md. Moinul Islam & others, for dishonor of Cheque being No.2617039 of Tk. 2,01,000/- (Taka Two Lac One
Thousand only) Under Section 138 of the Negotiable Instruments Act, 1881. At present the case is pending for trial.

4) Sessions Case No. 12317/15

This Sessions Case No. 12317/15 was filed by Md. Mojibur Rahman on behalf of Rangs Electronics Limited against,
Mr. Md. Moinul Islam & others, for dishonor of Cheque being No. 2617038 of Tk.1,80,000/- (Taka One Lac Eighty
Thousand only) Under Section 138 of the Negotiable Instruments Act, 1881. At present the case is pending for trial.

5) Sessions Case No. 12307/15

The Sessions Case no. 12307/15 was filed by Md. Mojibur Rahman on behalf of Rangs Electronics Limited against, Mr.
Md. Moinul Islam & others, for dishonor of Cheque being No.2617035 of Tk.1,80,000/- (Taka One Lac Eighty Thousand
only) Under Section 138 of the Negotiable Instruments Act, 1881. At present the case is pending for trial.

6) Sessions Case No. 12311/15

The Sessions Case No. 12311/15 was filed by Md. Mojibur Rahman on behalf of Rangs Electronics Limited against,
Mr. Md. Moinul Islam & others, for dishonor of Cheque being No. 2617006 of Tk. 2,40,000/- ( Taka Two Lac Forty
Thousand only) Under Section 138 of the Negotiable Instruments Act, 1881. At present the case is pending for trial.

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III. Litigation involving Securities, Finance and Economic Laws:
There is no order, judgment or decree of any court of competent jurisdiction against the Issuer or any of its directors
permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director(s) or officer in
any of securities, Finance and Economic laws.

IV. Litigation involving Labor Laws:

There is no litigation pending against the Issuer or any of its director (s) in connection to applicable Labor Laws.

V. Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties):
There is no case against the Issuer or any of its director (s) in connection to taxation (Income tax, VAT, Customs Duty and
any other taxes/duties) except as below:

1). The GR Case 536/2011 was filed by State on the ground of evading custom duty of BDT 12,78,438.95 (Twelve Lakh
Seventy-Eight Thousand Four Hundred Thirty-Eight Taka and Ninety-Five Paisa Only) during importation of equipment
of Tech Valley Networks Limited (TVNL). Mr. Asif Mahmood was implicated in the case as Chairman of TVNL. The
case is currently fixed for hearing in the Court of Additional Chief Metropolitan Magistrate, Chittagong. Mr. Asif
Mahmood filed a petition under section 561/A of Criminal Procedure Code to quash the proceedings of Bandar Thana
case no. 536/11 pending in the Court of learned Additional Chief Metropolitan Magistrate, Chittagong for trial. The High
Court Division admitted the petition with a rule to stay the proceedings of the learned Additional Chief Metropolitan
Magistrate Court, Chittagong for 6 (six) months from 01.04.2018 and the stay has been extended for further six (6)
months from 04.09.2018. On 03.03.2019 the Hon’ble High Court Division of the Supreme Court of Bangladesh has
further extended the stay order till 03.09.2019. Which has been further extentded for six (6) months on 16.09.2019 by
the Hon’ble High Court Division of the Supreme Court of Bangladesh.

VI. Litigation involving any other Laws:

There is no litigation involving any other Laws.

b) Cases including outstanding litigations filed by the Company or any of its directors:

I. Litigation involving Civil Laws:

There is no litigation involving Civil Laws.

II. Litigation involving Criminal Laws:

There is no litigation involving Criminal Laws except as below:

1). CR Case No. 418/2015

The CR Case No. 418/2015 was filed by Md. Moinul Islam, Chariman, Tech Valley Distribution Limited against, Abu Yousuf
Zakaria & others Under Sections 465, 406, 379 & 34 of the Penal Code, 1860 before the Hon’ble Chief Metropolitan
Magistrate Court, Dhaka. Currently the case is pending for Charge hearing.

III. Litigation involving Securities, Finance and Economic Laws:

There is no litigation involving Securities, Finance and Economic Laws.
IV. Litigation involving Labor Laws:
There is no litigation involving Labor Laws.
V. Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties):
There is no litigation involving taxation (Income tax, VAT, Customs Duty and any other taxes/duties).

VI. Litigation involving any other Laws:

There is no litigation involving any other Laws.

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SECTION: XX
RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS

Investment in equity involves a high degree of risk. Investors should carefully consider all the information in this prospectus,
including the risks and uncertainties described below, before making an investment in our equity shares. Any of the following
risks, as well as other risks and uncertainties discussed in this prospectus, could have a material adverse effect on our
business, financial condition and impact our operations thereby causing the trading price of our shares to decline. This
could, result in the loss of all or part of your investment. In addition, the risks set out in this prospectus may not be
exhaustive and additional risks and uncertainties, not presently known to us, or which we currently deem immaterial, may
arise or become material in the future. Unless otherwise stated in the relevant risk factors set forth below, we are not in a
position to specify or quantify the financial or other risks mentioned herein. However, risk factors as required under the
public issue rules described below:
(i) Internal Risk Factors:

(a) Credit Risk:

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the company’s receivable from customers and investment in securities.

Management Perception:

The company’s revenue are mainly generated from services provided to Bank, Financial Institution, Multinational Corporate,
Public & Private Ltd. companies, ADN’s strategic partners among the largest companies in the global telecommunications
sector, including Singapore Telecommunications Ltd. (SingTel), Tata Communications Ltd. as well as Orange. The company
also has a strategic alliance with Bharti Airtel and Sri Lanka Telecom. The aforesaid clients are renowned organization and
smooth in transaction, therefore, the possibility of default by any of these Parties are significantly less.

(b) Liquidity Risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.

Management Perception:
The Company’s approach is to ensure, sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking Company’s reputation. Typically, the Company always ensures
sufficient cash and cash equivalent to meet expected operational expenses including servicing of financial obligation through
preparation of cash forecast, based on time line of payment of financial obligation and accordingly arrange for sufficient
liquidity/fund to make the expected payment within due date. Moreover, the Company seeks to maintain short term lines of
credit with scheduled commercial banks to ensure payment of obligations in such. The requirement is determined in
advance through cash flow projections and credit lines facilities are negotiated with banks accordingly. Furthermore, the
Company is in substantial financial health and enjoys a robust liquidity which is expected to continue in subsequent periods.

(c) Risk associated with the issuer’s interest in subsidiaries, joint ventures and associates:

Management Perception:

A certain degree of risk exists for the issuer’s interest in associate Company. To mitigate such a risk, both concerns have
separate management bodies to run the overall operation. The Company has no subsidiaries and joint ventures.

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(d) Significant revenue generated from limited number of customers, losing any one or more of which would have a
material adverse effect on the issuer:

During the year 2016-2017, 43% of revenue of ADNTel generated from SingTel and Equant Networks Limited. ADNTel may
be exposed to the risk of losing one or more customer(s) from which significant revenue is generated and that might have a
material impact on ADNTel.

Management Perception:

ADNTel strives to ensure that there is no significant dependency on any of its customer base. ADNTel has alliances with
major international carrier and any shift in revenue from one of its client can easily be offset against the added revenue from
the other alliance. Management dilutes the percentage of the concentration by increasing sales to other customers
or entering into new markets. We always make sure our customer relationships are not tied up with just one
rather ensures multiple points of contact that will advocate for us if needed.

(e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely:
ADNTel may be exposed to risk of depending on a single or a few suppliers due to the failure in the supply of quality raw
materials in a timely manner.

Management Perception:

ADN Telecom Limited, being a Internet and Data Service provider uses only bandwith as raw material, which is provided by
IIG Company.There are 36 IIG company in the market, if, one IIG fails to provide bandwidth then other IIG’s are
available.Therefore, there is no possibility of disruption of its operation.

(f) More than 20% revenue of the Company comes from sister concern or associate or subsidiary:

Management Perception:

At present the Company does not generate 20% or more revenue from any of its sister concerns or associate or subsidiary.

(g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last
five years, if any:

Management Perception:
During the last 5 years the Company has had no negative earnings or negative cash flow from operational activities.
Moreover, the Company did not experience any diminishing turnover or profitability in the last 5 years. Hence, the
management does not perceive any such risk in the future.

(h) Loss making associate or subsidiary or group companies of the issuer:

Management Perception:
At present MyTel Limited is the only associate Company of ADNTel that has incurred losses in the last few years, which has
no countable impact on ADNTel performance. MyTel Limited has invested in two companies, namely BanglaTel Limited and
Jibondhara Solutions Limited. MyTel Limited has incurred losses in the last few years. ADNTel has recognized its portion of
loss amounting Tk. 14,821 of MyTel during the year 2016-2017 and has impaired the investment in MyTel accordingly in line
with BAS 28: Investment in associates and joint ventures. MyTel has started receiving income from these investments
during the financial year 2017-2018. It is pertinent to mention here that ADNTel’s investment in MyTel Limited is not material
to the financial statements of the Company.

(i) Financial weakness and poor performance of the Company or any of its subsidiary or associates:

Management Perception:
Sales are one of the key indicators of the success of a business. ADNTel has been experiencing, with an increasing growth
in sales, that has boosted the profitability for last five years and so there has been good margin of profit. Current and quick

184
ratios are also in favor of the Company. The decreasing trend of Debt-to-Equity ratio means that Company is reducing its
dependency on debt capital.

ADNTel has an associated Company – MyTel Limited which has incurred losses over the past few years. However MyTel
has started receiving income from the investments made during the financial year 2017-2018 and this is expected to
continue in the future . However impact financial statements results of MyTel in ADNTel is insignificant.

(j) Decline in value of any investment:

ADNTel may be exposed to market risk resulting from the fluctuation value of investment in securities. When the market
value of securities falls below the cost price, ADNTel needs to provide the required amount of provision which consequently
impacts the profitability of the Company.

Management Perception:
ADNTel has an associate company – MyTel Limited which has incurred losses over the past few years. During the year
2016-2017, ADNTel has accounted for investment impairment a sum of Tk. 14,821 to reflect its share of loss from MyTel.

MyTel has started receiving income from the investments made during the financial year 2017-2018 and it is expected to
continue in the future. If this situation persists, then no further impairment will have to be recognized in the financial
statements. ADNTel has no more investment in securities, which may affect the financial statements.

(k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or
reconditioned:

Management Perception:
ADNTel uses brand new and authentic machineries for overall operation. With all machineries there is an element of having
technical issues but the risk is low with new machines. Independent Auditors’ certification relating to the purchase condition
of assets are provided in this prospectus.

(l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors
may recalled:

ADNTel may be exposed to risk of interest free loan given to related party.

Management Perception:
ADNTel has been enjoying favorable operating cash flows and net cash flows over the past few years. The Company is
primarily dependent on the funds generated from its core operations to run its day-to-day activities with very low leverage.
The Company has not taken any loan from any of its Directors. But has disbursed short terms loans to 4 (four) of its sister/
associate entity and taken loans from related parties. This both way transactions have benefited all the parties. Interest was
charged on loan given to a Company with the remaining being charged from the financial year 2017-2018. Considering
listing with the stock exchanges moreover to protect the interest of the shareholders, the management of the company
decided not to extend any more loan and has taken timely initiative to collect the debt with the related entities.

(m) Potential conflict of interest, if the sponsors or directors of the issuer are involved with one or more ventures
which are in the same line of activity or business as that of the issuer and if any supplier of raw materials or major
customer is related to the same sponsors or directors:

Management Perception:
The sponsors or Directors of ADNTel are not involved in the same line of activity or business.

(n) Related party transactions entered into by the Company those may adversely affect competitive edge:

Management Perception:
There are no transactions with related parties which may adversely affect ADNTel except for Director’s remuneration.
However, paying the remunerations to Director(s) are justified, because it would have been costly to hire employees with
same level of expertise as the Director posses.

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(o) Any restrictive covenants in any shareholders' agreement, sponsors’ agreement or any agreement for debt or
preference shares or any restrictive covenants of banks in respect of the loan or credit limit and other banking
facilities:

Management Perception:
There are no restrictive covenants in any shareholders’ agreement, sponsors’ agreement or any agreement relating to debt
or preference shares or any restrictive covenants of Banks in respect of loan or credit limit and other banking facilities.

(p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by
employees:

Management Perception:
ADNTel has different benefits for its employees as it believes that employees are an integral part of the business who have
the ability to boost up profitability.

(q) Seasonality of the business of the issuer:

Management Perception:
ADNTel is engaged in the business of ISP and telecom services which is not affected by any seasonal changes or such
phenomenon.

(r) Expiry of any revenue-generating contract that may adversely affect the business:

Management Perception:
The Company is not at risk of losing any revenue generating contract that may adversely affect the business.

(s) Excessive dependence on debt financing which may adversely affects the cash flow:

Management Perception:
ADNTel is not excessively dependent on debt. Based on the financials, as of 30 June 2017, the debt-to-equity ratio was 0.25
and the debt service coverage ratio was 0.36. The Company has been awarded ‘A+’ for long term and 'ST-2' for short term
by Emerging Credit Rating limited. We trust that our initiative to go for IPO will allow us for acquiring perpetual capital
enabling ADNTel to avoid over-reliance on debt financing thus improving corporate debt-equity ratio further. Management
also perceives that as ADNTel has been generating sufficient cash flow from operating activities, the trend is expected to
continue in the coming years which will put it in a stronger position in terms of settlement of debt obligations.

(t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the
issuer’s business performance:

Management Perception:
ADNTel is a structured Company and has been conducting its business by professionals for decades with good
reputation.Corporate governance is enforced and practiced in the organization. The Company also has a well-structured
organogram. Any change in key management can be replaced by capable professionals.

(u) Enforcement of contingent liabilities, which may adversely affect financial condition:

Management Perception:
The Company does not have any contingent liabilities which may adversely affect financial condition.

(v) Insurance coverage not adequately protect against certain risks of damages:

Management Perception:
The Company has different insurance coverage for all the relating issues that are risky in operating business.

(w) Absence of assurance that directors will continue its engagement with Company after expiry of lock in period:

186
Management Perception:
The directors are involved in the business for long time and they will continue the engagement after expiry of lock in period.

(x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working
capital requirements and capital expenditure:

Management Perception:
The Company’s net profit after tax and other business performance indicators shows an increasing trend due to the
Management’s dedication and strategic action to face competition and challenges in the industry for sustainable growth.
Strong financial performance of preceding successive years is a result of unwavering commitment of the promoters,
management efficiency, employees’ sincerity and use of appropriate and efficient technology. Over the years the Company’s
financial performance has improved due to visionary outlook, experience and skilled top tier management, favorable
economic and Government rules and regulations, and a commendable repayment culture which is contributing for growth of
the Company. The Company also has a robust financial management practice. Furthermore, as of 30 June 2017,
Company’s retained earnings stood at BDT192,201,027 as shown in the prospectus under business strategies and future
plan. Based on which it is assume that Company's net profit after tax for the next three accounting years would be positive.
Requirements for working capital and capital expenditure will not affect the ability of the company to declare/pay dividend.

(y) History of non-operation, if any and short operational history of the issuer and lack of adequate background and
experience of the sponsors:

Management Perception:
The Company has no history of non-operation in the past. The Company is an independent body. It has been in operation
abiding its Memorandum & Articles of Association and other applicable laws implemented by the Government. Besides, the
Company’s financial strength is satisfactory. It has very experienced Directors and Management team to make the Company
more efficient and stronger in capturing and maximizing the market. Therefore, the chance of becoming non-operative of the
Company is very low.

(z) Risks related to engagement in new type of business, if any:

Data center is a new line of business for ADNTel. If the company fails to acquire adequate number of clients after
establishment of data center then the company will face major business threat in terms of revenue generation.

Management Perception:
Data center is not a new concept for ADN Telecom Limited. ADNTel has deployed Data Center facility for its own
consumption in different locations of Dhaka since inception. This is indirectly supporting a significant percentage of
ADNTel’s operations. Due to the recent demand of data security, data backup and disaster recovery 1000 no. of clients, we
want to expand data center facility to meet our client’s demand. The company having experienced people and latest
technology in data center arena, would have the possibility of acquiring adequate number of clients after establishment of
data center for commercial purpose.

(aa) Risk in investing the securities being offered with comparison to other available investment options:

Management Perception:
ADNTel is a profitable entity for a long time and the management has been able to operate the business efficiently. There is
a certain degree of risk associated with investing in the securities of the Company. The potential investors are requested to
carefully read the prospectus and understand the business potential of the Company before making an investment decision.

(bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law:

Management Perception:
There were no such penalty or action taken by any regulatory authorities except an administrative fine of BDT 5.00 Lac to
the issuer imposed by Bangladesh Telecommunication Regulatory Commission (BTRC) through Letter No.
14.32.0000.007.51.001.15.1374 dated 06 November 2016. ADNTel duly deposited the aforesaid amount on 15/11/2016.

187
(cc) Litigations against the issuer for Tax and VAT related matters and other government claims, along with the
disclosures of amount, period for which such demands or claims are outstanding, financial implications and the
status of the case:

Management Perception:
ADNTel has no litigations for Tax and VAT related matters and other government claims.

(dd) Registered office or factory building or place of operation is not owned by the issuer:

Management Perception:
ADNTel does not require any factory because of its business nature but its registered office and place of operation are
rented. The management believes that investment in business activities is more justified rather than investment of a huge
capital expenditure for permanent registered office or place of operation now as it is a fast growing entity.

(ee) Lack of renewal of existing regulatory permissions or licenses:

Management Perception:
A dedicated team supervises the renewal processes for all the regularity permission/licenses and renewals. There is no risk
due to lapses in the validity of renewal of licenses from concerned regulatory authorities.

(ff) Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or any
of its subsidiaries or associates

Management Perception:
ADNTel strives to maintain compliance with relevant rules & regulations in carrying out the day-to-day activities. The
Company has held its AGM every year within the stipulated timeframe. Dates of AGMs (2012 to 2016) are (in reverse order):
22-12-2016, 30-12-2015, 07-12-2014, 30-12-2013 and 19-12-2012. Dividend has also been proposed and declared by the
Board several times in the past taking into view the requirements of the Company and its shareholders. ADNTel had always
generated significant profit to declare a healthy dividend over the past few years but have not declared in some cases so
that the fund can be reinvested in the Company to yield greater returns.

ADNTel has an associate company namely MyTel Limited. This Company has also complied with the requirements
pertaining to holding AGM regularly. Dates of AGMs since incorporation to till date are (in reverse order): 20-12-2017, 25-09-
2016, 31-12-2015, 31-12-2014, 30-12-2013 and 29-12-2012. However, the Company is yet to declare any dividend as the
Company is at the inception stage of its operations.

(gg) Issuances of securities at lower than the IPO offer price within one year:

Management Perception:
The management’s ultimate goal is to expand its business and maximize the wealth of the company. If maximize the growth
of the company share price will go up.

(hh) Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at
any time by the Commission:

Management Perception:
There was no refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at
any time by the Commission. It is to be mentioned here that ADNTel had applied for IPO with premium in 2014 for issuance
of ordinary shares. But due to circulation of Bangladesh Securities and Exchanges Commission (Public Issue) Rules, 2015,
BSEC informed us to submit the revised application compliant with new rules.

(ii) External Risk Factors:

(a) Interest rate risks:
Interest rate risk is the risk that Company faces due to unfavorable movement in the interest rates. Changes in the
government’s monetary policy, along with increased demand for loans/investments tend to increase the interest rates. Such
rises in interest rates mostly affect Companies having floating rate loans or Companies investing in debt securities.

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Management Perception:
The Management of the Company is always well informed of interest rates. If the interest rate increases the cost of credit
fund will increase. ADNTel is always been a cash-rich Company and operates with low dependence on debt. As the
Company maintains very low debt equity ratio, adverse impact of interest rate fluctuation is insignificant. Moreover, the
Company is confident about meeting its needs for future expenses from its internal sources. ADNTel emphasizes on equity
based financing to reduce the dependence on bank borrowings. Thus the management perceives that the fluctuation of
interest rate would have little impact upon the financial and operational performance of the Company.

ADNTel is currently carrying both long term and short-term loans. All the facilities are subject to revision with change of
interest rates in the market. The exposure will be minimized as ADNTel plans to retire some portion of the debt gradually in
the following years.

(b) Exchange rate risks:

Devaluation of local currency against major international currencies i.e. USD, GBP and Euro may affect Company’s income.

Management Perception:
ADNTel generates more than 40% of its revenue from export services in foreign currency. Management of the Company is
aware of the foreign exchange risks associated with such transactions and have considered implementing various hedging
instruments to reduce this risk. However, over the past few years, the value of Taka has devalued against major foreign
currencies. This has resulted in foreign currency exchange gain in favor of ADNTel. The Company and its management are
vigilant of the issue and will move to adopt hedging activities once this favorable trend starts to shift.

(c) Industry risks:

Market Demand Risk:

Market risk arises mainly due to decrease in demand of the products, which would harm the performance of the Company.
ADNTel, like any other Company operating in a competitive environment, may face strong competition, which might take
place even after taking the best quality control measures.

Management Perception:
Globally the demands for IT products/solutions are increasing significantly and the trend is experiencing double-digit growth
over the last decade. With businesses looking for IT solutions, to increase efficiency and decrease operational expenditure,
the industry is still at its nascent stage in meeting expectations and current demands.

This is also reflected in Bangladesh, and learning from global best practices as well as avoiding industry mistakes made
especially by our neighboring countries, the IT industry in Bangladesh is actually forging ahead aggressively to meet local
demands and create new opportunities for exporting its services.

Additionally, with Bangladesh becoming a middle-income nation, it is expected that more global brands and multinational
companies will soon start their operations in Bangladesh thus increasing the demand and customer portfolio for ADNTel.

Market Competition Risk:

Liberalization of permission to set up new IT companies by government may result in severe competition amongst
companies’ causing reduction of income and profitability of the Company.

Management Perception:
ADNTel provides comprehensive data, internet, IP Telephony servicees including IPVPN, MPLS, IPLC, Video conferencing
system solution and their implementation & maintenance. Our positive attitude plays the dominant role in our success, in our
ability to innovate and serve valued clients. ADN likes to compete because competition brings out the best in us. The
Company has the finest people, the latest technology, the best spirit, and the best team in the industry. Each member of the
Company plays a vital role in the great chain of Company’s success.

Risks related to Non-availability of Electricity and Other Utilities:

Just as any other organization, ADNTel relies heavily on power to run its round-the-clock operations and any change in the
availability of the natural resource or major change in price may adversely affect its business operations.

189
Management Perception:
All our facilities are equipped with multiple power redundancy viz. UPS, rectifier, long hours backup from battery bank,
generators etc. So in case of interruption of electricity operational activities will not be affected.

(d) Economic and political risks:

Economic risks:
The economy could be adversely affected by various factors such as political or regulatory action, including adverse
changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities,
commodity and energy prices and various other factors. Any significant changes may adversely affect our business and
financials.

Management Perception:
Bangladesh economy is booming for last few years. Consistent industrial growth along with increased agricultural production
has made the Per Capita Income higher than that of recent years. In addition, favorable government policies and industry
friendly policies by other regulatory bodies have proven to be congenial for the economy of the country.

Political risks:
The risk that an investment return could suffer as a result of political changes or instability in a country. Instability affecting
investment returns could stem from a change in government, legislative bodies, other foreign policy makers, or military
control.

Management Perception:
The management of the Company believes that more effective management of political risk shall help the companies in
protection of their investments and shall improve the performance of business operation. Management perceives that this
requires more integration of political risk management into a systematic process as well as having it be embedded in the
Company’s other business processes. The management of the Company is fully aware of the potential risk related with
political outcome and accordingly they have taken several safe guards to prevent the financial loss of the Company.

(e) Market and technology-related risks:

Market risk:
Market risk is the risk that any change in market such as demand of product, foreign exchange rates fluctuation, prices of
product, increase of competition, squeeze of business through cancellation of work order, shifting of customer to another
competitor will affect the Company's business.

Management Perception:
Globally the demands for IT products/solutions are increasing significantly and the trend is experiencing double-digit growth
over the last decade. With businesses looking for IT solutions to increase efficiency and decrease operational expenditure,
the industry is still at its nascent stage in meeting expectations and current demands. It is a similar case in Bangladesh, and
learning from global best practices as well as avoiding industry mistakes made especially by our neighboring countries, the
IT industry in Bangladesh is actually leap-frogging with meeting local demands and creating new opportunities for export of
its services. Additionally, with Bangladesh becoming a middle-income nation, it is expected that more global brands and
multinational companies will soon start their operations in Bangladesh thus increasing the demand and customer portfolio for
ADNTel.

Technology-related Risks:
Technology always plays a vital role for existence of any industrial concern. Innovation of new and cost-effective technology
may obsolete existing technology, which may cause negative impact.

Management Perception:
Management of ADNTel is aware of recent technological developments in the IT sector and keeps their employees up to
date by providing necessary training. Furthermore, ADNTel is selecting latest technology and equipment for its
infrastructure, operation and offers to customers.

190
(f) Potential or Existing Government Regulations:
The Company operates under Companies Act, 1994, taxation policy adopted by NBR, BSEC and BTRC rules and rules
adopted by other regulatory bodies. Any abrupt changes of the policies formed by those bodies may affect the business of
the Company adversely.

Management Perception:
Unless any adverse policy is being taken, which may materially affect the industry as a whole; the business of the Company
will not be affected. Furthermore, the government is encouraging private sector entrepreneurs in IT sector. Therefore, it is
expected that any new policies of this sector will be business favorable, which will also be helpful for expansion of business
of the Company.

(g) Potential or existing Changes in Global and National Policies:

The performance of the Company may be affected by the political and economic instability both in Bangladesh and
worldwide. Any instance of political turmoil and disturbance in the country may adversely affect the economy in general.

Management Perception:
The Company can prosper in a situation of political stability and a congenial business environment. Political turmoil and
disturbance are bad for the economy and so also for this sector. This is why the management of the Company is always
concerned about the prevailing and upcoming further changes in the global or national policy and shall respond
appropriately and timely manner to safeguard its interest.

(h) Statutory clearances and approvals those are yet to be received by the issuer:

Management Perception:
The Company has collected all the statutory clearance and approvals to operate the business. The necessary update and
renewal is a continuous process. Hence, there is a limited degree of such risk associated with the Company.

(i) Competitive condition of the business:

ADNTel is operating in a free market economy. The Company might have to face stiff competition from its competitors.
Easily available global products in the local markets add to the competition, challenging the profitability of the business.

Management Perception:
Bangladesh is the prime source of cheapest labor in the world, gaining comparative advantages for its industries over their
global competitors. Other overhead costs are also low in Bangladesh. As a result, the Company has been able to maintain
its cost of services most competitive. Moreover, over the last few years the Company has built a trustworthy relationship with
its customers, which helps the Company avoid competition with others.

(j) Complementary and supplementary products or services which may have an impact on business of the issuer:

Management Perception:
The Company has not faced any challenges so far related to supplementary and complementary services and products, and
not expecting in near future.

(iii) Other Risk Factors:

(a) Risk associated with BTRC Approval regarding import of Equipment:

Management perception:
ADNTel currently owns 03 (three) telecom licenses (i.e. Nationwide ISP, IPTSP and VSAT Provider with Hub Licenses)
from BTRC. The very terms and conditions of these licenses allow the company to “build maintain and operate” those
telecom services (e.g. Internet, MPLS, IP Telephony, Video Conference, Satellite based services etc.), which involve
importing equipment, both for its own setup (e.g. NOC, POP, Datacentre, transmission infrastructure etc.), as well as for its
client. As such, ADNTel is importing various telecom/IT equipment (e.g. Servers, Router, Switches, Gateways, etc.) since
2003. During this long time the company has never been denied by BTRC to import permission for these equipment.

191
(b) All the servers of the company are situated in the same tectonic plates

Management perception:
Bangladesh lies at the junction of three plates: the Indian Plate, the Eurasian Plate and the Burma Platelet. Right now
ADNTel’s has 73 POPs comprised of equipment and servers are located in different region of Bangladesh. These POPs are
able to operate independently though connectivity is made among the POPs through different transmission path. Equipment
including servers related to POPs and required to keep the network operational are also placed in different Zone of
Bangladesh to avoid risk. As part of the process, data backup being done regularly and all the Equipment and servers are
under insurance coverage.

(c) 43% of Revenue of ADNTel comes from 02 (two) foreign Customers.

Management Perception:
ADNTel strives to ensure that there is no significant dependency on any of its customer base. This is achieved by
segregating the nature and extent of services provided to a single client. However during the year 2016-2017, 43% of
revenue of ADNTel came from Singtel and Equant Networks Limited. ADNTel has partnership with will the major client base
and any shift in revenue from one of its client can be very easily offset against the added revenue from the other Partner.

(d) Concentration Risk on customers.

Management Perception:
Management dilutes the percentage of the concentration by increasing sales to other customers or entering new markets.
We make sure our customer relationships are not tied up with just one person. We have multiple points of contact who will
advocate for us if needed. We are trying to reduce or limit the amount of sales to the customer concentration by introducing
new product line by increasing infrastructure or making significant investments to maintain a large customer to meet their
demands. Enhance our relationship with the customer so that we are viewed as a key vendor that cannot be replaced.
Furthermore, we are actively working to increase the client base for our existing product lines.

(e) Concentration Risk on suppliers.

Management Perception:
We are a service provider company and most of our raw materials are procured from local market. There are number of
suppliers of raw materials available in the market, if one supplier fails to provide raw material there are always other
suppliers available. To diversify our supplier base, we have already shifted our reliance from Grameen Phone Ltd. to several
NTTN (Nation-wide Telecommunication Transmission Network) service provider, including Summit Communication Ltd. and
Fiber@home Ltd. Currently the dependency on Grameen Phone Ltd. is around 10% of total raw material consumption of the
Company. This initiative mitigates our concentration risk on suppliers.

(f) Disaster Risk Management:

Disaster remains a major issue for ADN Telecom Limited. They are susceptible to face natural and human made disasters
such as fire cyber attack, hurricane and earthquake. These may hamper ADN’s operation. The twenty five servers of the
respective entity are situated in the same tectonic plates, which could be a major risk for the company. As any kind of earth
tremor could significantly impact on ADN’s operations.

Management Perception:
The company has infrastructure sharing agreement with Grameen phone Ltd, Fibre@Home and Summit Communications.
All vendors will ensure that ADN Telecom Limited gets unhindered and round-the-clock access support. Additionally the
company has Twenty five servers located in two different places, so any kind of interruption i.e. Technical difficulties in one
server can be tackled by another server. To minimize operating risk of the company, it has burglary, House breaking and fire
insurance policy with Reliance Insurance Limited.

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(g) Litigation Risk:
Chairman and Director of the issuer company are involved in few cases (as mentioned in the section of Litigations, Fine or
Penalty of this prospectus) but have no impact as those are not related to the issuer company or its activities whats so ever.
All the cases filed by or against them are either in their capacities as Chairman/Director of the companies or as
individuals.Companies reputation may be affected to a certain extent if disreable judgement declared to them.

Management Perception:
Although the Chairman and Director are involved in the above mentioned cases in their own capacities. Hence, we feel that
there is no business risk for the issuer as the cases are not related with the issuer company.

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SECTION: XXI
DESCRIPTION OF THE ISSUE
(a) Issue Size:
BDT 57 Crore

(b) Number of securities to be issued:

Public issue of 19,791,666 ordinary shares.

(c) Authorized capital and paid-up capital:

Authorized capital: BDT 2,000,000,000
Paid-up capital: BDT 448,600,000

(d) Face value, premium and offer price per unit of securities:

Face Value : BDT 10.00 each

Cut- off price for EIs : BDT 30.00 (premium BDT 20.00)
Offer Price per unit of securities for general public and NRB- : BDT 27.00 (premium BDT 17.00)

(e) Number of securities to be entitled for each category of applicants:

Public Offering of 19,791,666 ordinary shares, of these ordinary shares 60% i.e. 11,875,000 ordinary shares are reserved for
Eligible Investor (EI) which includes 50% i.e. 9,895,833 ordinary shares for EI excluding Mutual Funds and CIS and 10% i.e.
1,979,167 oridinary shares for Mutual Funds and CIS at a cut off price of Tk.30 and remaingin 40% i.e. 7,916,666 ordinary
shares at a discounted price of Tk. 27 per share for General Public including NRB total appromimately Tk. 570,000,000. The
position is as follows:

Eligible investors (EIs) General public

Mutual Funds Other (EIs) NRB Others
% No. of Shares % No. of Shares % No. of Shares % No. of Shares
10% 1,979,167 50% 9,895,833 10% 1,979,166 30% 5,937,500

(f) Holding structure of different classes of securities before and after the issue:
The Company does not have different classes of securities. However, the Company has issued and proposed to issue only
ordinary shares as per following category:

No. of Shares Percentage (%)

SL. No. Category of Shareholders
Before IPO After IPO Before IPO After IPO
1 Directors & Sponsors 33,337,334 33,337,334 74.31% 51.56%
2 Shareholders other than Directors & Sponsors 11,522,666 11,522,666 25.69% 17.82%
3 EIs Other than Mutual Fund & CIS - 9,895,833 - 15.31%
4 Mutual Fund & CIS - 1,979,167 - 3.06%
5 General Public - 5,937,500 - 9.18%
6 NRB - 1,979,166 - 3.06%
Total 44,860,000 64,651,666 100.00% 100.00%

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(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital:
Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital incorporated
are available in the Section No. XXII under the head of “Use of Proceeds”.

List of EIs Allotment:

As per the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, 60% (EI Including Mutual Funds
and CIS) of the Proposed issue of 19,791,666 Ordinary Shares i.e. 11,875,000 Ordinary Shares were allotted to Eligible
Investor (EI) in the following manger:

Eligible Investor (EI)

Total
Company Name Mutual Funds and CIS EI Excluding mutual fund and CIS
10% 50% 60%
ADN Telecom Limited 1,979,167 9,895,833 11,875,000

Mutual Funds and CIS

% of
Alloted
outstanding
Sl No Name of EIs BO ID Alloted Volume Value
shares post
(BDT)
offering
1 AIBL 1st Islamic Mutual Fund 1601670032656781 21,085. 632,550.00 .1776
2 ATC Shariah Unit Fund 1604580062139247 50,056. 1,501,680.00 .4215
3 Asian Tiger Sandhani Life Growth Fund 1601670043502041 50,056. 1,501,680.00 .4215
4 BCB ICL GROWTH FUND 1604620064112891 50,078. 1,502,340.00 .4217
5 CAPM BDBL MUTUAL FUND 01 1604580062240983 50,078. 1,502,340.00 .4217
6 CAPM IBBL Islamic Mutual Fund 1604580064275550 50,078. 1,502,340.00 .4217
7 CAPM UNIT FUND 1604620049839524 50,078. 1,502,340.00 .4217
8 CREDENCE FIRST GROWTH FUND 1604580062906208 50,078. 1,502,340.00 .4217
9 CREDENCE FIRST SHARIAH UNIT FUND 1604580064469912 50,078. 1,502,340.00 .4217
10 Capitec Padma P.F. Shariah Unit Fund 1604580066440664 50,078. 1,502,340.00 .4217
11 DBH First Mutual Fund 1601670023974042 21,085. 632,550.00 .1776
12 EDGE Bangladesh Mutual Fund 1604620065381191 50,078. 1,502,340.00 .4217
13 GRAMEEN ONE: SCHEME TWO 1604620016329737 50,079. 1,502,370.00 .4217
14 Green Delta Mutual Fund 1601670032193259 21,085. 632,550.00 .1776
15 HFAML UNIT FUND 1604580064096932 50,078. 1,502,340.00 .4217
16 HFAML-ACME Employees Unit Fund 1604620066681657 50,078. 1,502,340.00 .4217
17 ICL Balanced Fund 1604620061924201 50,078. 1,502,340.00 .4217
18 IDLC Balanced Fund 1604580063055704 50,079. 1,502,370.00 .4217
19 IDLC Growth Fund 1604620064889812 50,079. 1,502,370.00 .4217
20 LR Global Bangladesh Mutual Fund One 1601670032815156 21,085. 632,550.00 .1776
21 LankaBangla 1st Balanced Unit Fund 1604620062083293 50,079. 1,502,370.00 .4217
22 LankaBangla Al-Arafah Shariah Unit Fund 1604580064681637 50,078. 1,502,340.00 .4217
23 MBL 1st Mutual Fund 1601670034038330 21,085. 632,550.00 .1776
24 MTB UNIT FUND 1604620044751744 50,078. 1,502,340.00 .4217
25 NAM IBBL Islamic Unit Fund 1604580062970426 49,888. 1,496,640.00 .4201
26 NCCBL Mutual Fund-1 1601670040102015 21,085. 632,550.00 .1776
27 NLI First Mutual Fund 1604580037482412 50,078. 1,502,340.00 .4217
28 Prime Finance Second Mutual Fund 1604580043115667 50,078. 1,502,340.00 .4217
29 Prime Financial First Unit Fund 1604620033389306 50,078. 1,502,340.00 .4217
30 Reliance Insurance Mutual Fund 1604620041309123 50,079. 1,502,370.00 .4217
31 Rupali Life Insurance First Mutual Fund 1604620040597192 50,078. 1,502,340.00 .4217

195
 32 SEML IBBL Shariah Fund 1604580062684827 50,078. 1,502,340.00 .4217
33 SEML Lecture Equity Management Fund 1604620060706290 50,078. 1,502,340.00 .4217
34 Sandhani Life Unit Fund 1604620045167045 50,078. 1,502,340.00 .4217
35 Shanta First Income Unit Fund 1604620064617121 50,078. 1,502,340.00 .4217
36 Southeast Bank 1st Mutual Fund 1604580036409473 50,078. 1,502,340.00 .4217
37 UFS-Bank Asia Unit fund 1604580065845271 50,078. 1,502,340.00 .4217
38 UFS-IBBL SHARIAH UNIT FUND 1604580062996371 50,078. 1,502,340.00 .4217
39 UFS-PADMA LIFE ISLAMIC UNIT FUND 1604580062110225 50,078. 1,502,340.00 .4217
40 UFS-PRAGATI LIFE UNIT FUND 1604620062898126 50,078. 1,502,340.00 .4217
41 UFS-Popular Life Unit Fund 1604580061410085 50,078. 1,502,340.00 .4217
42 VIPB ACCELERATED INCOME UNIT FUND 1604580060999479 50,078. 1,502,340.00 .4217
43 VIPB Growth Fund 1604620064256949 50,078. 1,502,340.00 .4217
Sub Total 1,979,167. 59,375,010. 16.6665

Others EIs

Alternative Investment Fund Manager:

% of
Alloted
outstanding
Sl No Name of EIs BO ID Alloted Volume Value
shares post
(BDT)
offering
1 Athena Venture & Equities Ltd. 1202880061465472 18,968. 569,040.00 .1597
2 BD Venture Limited 1204030061462361 18,968. 569,040.00 .1597
3 Maslin Capital Limited 1202550062056956 18,968. 569,040.00 .1597
Sub Total 56,904. 1,707,120. .4791

Alternative Investment Funds

% of
Alloted
Alloted outstanding
Sl No Name of EIs BO ID Value
Volume shares post
(BDT)
offering
1 Alternative Investment Fund of Bangladesh 1204590060884946 18,968. 569,040.00 .1597
Sub Total 18,968. 569,040. .1597

Asset Management Companies

% of
Alloted
Sl Alloted outstanding
Name of EIs BO ID Value
No Volume shares post
(BDT)
offering
1 Alif Assets Management Limited 1204520062643965 18,968. 569,040.00 .1597
2 Alliance Capital Asset Management Limited 1201470060935343 18,968. 569,040.00 .1597
Asset and Investment Management Services of
.1597
3 Bangladesh Limited 1201470000025083 18,969. 569,070.00
4 Assurance Asset Management Limited 1203680058401547 18,968. 569,040.00 .1597
5 BDV Asset Management Company Limited 1201830063045236 18,968. 569,040.00 .1597
6 Bloominance Asset Management Company Limited 1201700064434570 18,968. 569,040.00 .1597
CAPM (Capital & Asset Portfolio Management)
.1597
7 Company Limited 1605270062612291 18,968. 569,040.00
8 CREDENCE ASSET MANAGEMENT LTD 1204280061152015 18,968. 569,040.00 .1597
9 CandleStone IP Limited 1202650066541895 18,968. 569,040.00 .1597
10 Constellation Asset Management Company Limited 1201820064935019 18,969. 569,070.00 .1597

196
 11 EBL Asset Management Ltd. 1201950064713133 18,968. 569,040.00 .1597
12 EDGE AMC Limited 1205590063298332 18,968. 569,040.00 .1597
13 HF ASSET MANAGEMENT LIMITED 1201730062934235 18,968. 569,040.00 .1597
14 IDLC Asset Management Limited 1203680061585304 18,969. 569,070.00 .1597
15 Impress Capital Limited 1201820055033647 18,968. 569,040.00 .1597
16 Joytun Asset Management Ltd. 1202800063339302 18,968. 569,040.00 .1597
LR Global Bangladesh Asset Management Company
.0673
17 Limited 1203620039158453 7,986. 239,580.00
18 LankaBangla Asset Management Company Ltd. 1204030045890257 18,968. 569,040.00 .1597
19 Meghna Asset Management Ltd 1205210064712741 18,968. 569,040.00 .1597
20 National Asset Management Ltd 1202790063397829 18,896. 566,880.00 .1591
21 Prime Finance Asset management Company Limited 1604420046916682 18,968. 569,040.00 .1597
22 RANKS Asset Management Company Ltd. 1204490064936808 18,968. 569,040.00 .1597
23 ROCK ASSET MANAGEMENT LIMITED 1202610063817837 18,968. 569,040.00 .1597
24 Shanta Asset Management Ltd. 1203490060953009 18,968. 569,040.00 .1597
25 Strategic Equity Management Ltd. 1204590065091551 18,968. 569,040.00 .1597
26 VIPB Asset Management Company Ltd. 1201500044807791 18,968. 569,040.00 .1597
Sub Total 482,117. 14,463,510. 4.0592

Banks
% of
Alloted
outstanding
Sl No Name of EIs BO ID Alloted Volume Value
shares post
(BDT)
offering
1 Bangladesh Commerce Bank Limited 1203000004128342 18,968. 569,040.00 .1597
2 Dhaka Bank Ltd. 1201630000001072 18,968. 569,040.00 .1597
3 Eastern Bank Limited 1201950030178336 18,968. 569,040.00 .1597
4 ISLAMI BANK BANGLADESH LIMITED 1603700044716333 18,968. 569,040.00 .1597
5 MIDLAND BANK LTD. 1202550062701952 18,968. 569,040.00 .1597
6 Modhumoti Bank Limited 1201470054857861 18,968. 569,040.00 .1597
7 NCC BANK LTD. 1202090000048338 18,968. 569,040.00 .1597
8 NRB BANK LIMITED 1204500055935143 18,969. 569,070.00 .1597
9 National Bank Limited 1203980000035329 18,969. 569,070.00 .1597
10 Pubali Bank Ltd. 1203440044860791 18,968. 569,040.00 .1597
11 SHAHJALAL ISLAMI BANK LIMITED 1204090005685607 18,968. 569,040.00 .1597
12 Southeast Bank Limited 1201500000060633 18,968. 569,040.00 .1597
13 Standard Bank Limited 1602070044983338 18,968. 569,040.00 .1597
14 United Commercial Bank Ltd. 1205590015459615 18,968. 569,040.00 .1597
Sub Total 265,554. 7,966,620. 2.2358

Financial Institutions
% of
Alloted
Sl Alloted outstanding
Name of EIs BO ID Value
No Volume shares post
(BDT)
offering
1 Bangladesh Finance And Investment Company Ltd. 1205150002440950 18,968. 569,040.00 .1597
2 Delta Brac Housing Finance Corporation Ltd 1203620020217413 18,968. 569,040.00 .1597
3 FAREAST FINANCE & INVESTMENT LIMITED 1204690000134328 18,969. 569,070.00 .1597
4 IDLC Finance Limited 1602510000744624 18,969. 569,070.00 .1597
INDUSTRIAL AND INFRASTRUCTURE
.1597
5 DEVELOPMENT COMPANY LIMITED 1204480057176141 18,968. 569,040.00

197
 6 ISLAMIC FINANCE AND INVESTMENT LIMITED 1201830058578907 18,968. 569,040.00 .1597
7 Lanka Bangla Finance Limited 1201830000012221 18,968. 569,040.00 .1597
8 MIDAS Financing Limited 1201830000101207 18,968. 569,040.00 .1597
9 Meridian Finance & Investment Limited 1203680061474558 18,968. 569,040.00 .1597
10 National Finance Limited 1202020044198628 18,952. 568,560.00 .1596
11 National Housing Finance And Investments Limited 1203110044295090 18,969. 569,070.00 .1597
12 Phoenix Finance & Investments Limited 1203410014915119 18,968. 569,040.00 .1597
13 Prime Finance & Investment Limited 1201740000017151 18,968. 569,040.00 .1597
14 Union Capital Limited 1201910000057140 12,643. 379,290.00 .1065
Sub Total 259,214. 7,776,420. 2.1825

Insurance Companies
% of
Alloted
Alloted outstanding
Sl No Name of EIs BO ID Value
Volume shares post
(BDT)
offering
1 Agrani Insurance Company Limited 1202540017855805 18,968. 569,040.00 .1597
2 Asia Pacific General Insurance Company Limited 1204110014843771 18,968. 569,040.00 .1597
3 BANGLADESH NATIONAL INSURANCE CO. LTD. 1205210063381561 18,968. 569,040.00 .1597
4 Bangladesh General Insurance Company 1203510000204471 18,968. 569,040.00 .1597
CHARTERED LIFE INSURANCE COMPANY
.1597
5 LIMITED 1204780064975952 18,968. 569,040.00
6 CRYSTAL INSURANCE COMPANY LIMITED 1204780062587404 18,968. 569,040.00 .1597
7 City General Insurance Company Limited 1205150028332076 18,968. 569,040.00 .1597
8 Continental Insurance Limited 1203510009734492 18,968. 569,040.00 .1597
9 Delta Life Insurance Co. Ltd 1603420000842934 18,968. 569,040.00 .1597
10 Fareast Islami Life Insurance Co. Ltd 1205790011903928 18,968. 569,040.00 .1597
11 Green Delta Insurance Company Limited 1203620000042986 18,968. 569,040.00 .1597
12 Islami Commercial Insurance Co. Ltd. 1203880016913892 18,968. 569,040.00 .1597
13 National Life Insurance Company Limited 1205720000268934 18,968. 569,040.00 .1597
14 Padma Islami Life Insurance Ltd. 1204780032968797 18,968. 569,040.00 .1597
15 Paramount Insurance Company Ltd. 1203680001152151 18,968. 569,040.00 .1597
16 Peoples Insurance Co. Ltd 1204450062621367 18,960. 568,800.00 .1597
17 Pragati Life Insurance Limited 1204080009905096 18,968. 569,040.00 .1597
18 Purabi General Insurance Company Ltd. 1201470000003791 18,968. 569,040.00 .1597
19 RELIANCE INSURANCE LIMITED 1203680000008794 3,793. 113,790.00 .0319
20 SUNLIFE INSURANCE COMPANY LIMITED 1205670000803592 18,968. 569,040.00 .1597
21 Sandhani Life Insurance Company Ltd 1201470000004349 18,968. 569,040.00 .1597
22 TAKAFUL ISLAMI INSURANCE LTD. 1204500005139362 18,968. 569,040.00 .1597
Sub Total 402,113. 12,063,390. 3.3856

Merchant Bankers and Portfolio Managers

% of
Alloted
Alloted outstanding
Sl No Name of EIs BO ID Value
Volume shares post
(BDT)
offering
1 Sonali Investment Limited 1605180039866810 18,968. 569,040.00 .1597
2 AFC CAPITAL LIMITED 1201950040900165 18,968. 569,040.00 .1597
3 AIBL CAPITAL MANAGEMENT LIMITED 1204290045062825 18,960. 568,800.00 .1597
4 Abaci Investments Limited 1602770003383900 14,225. 426,750.00 .1198
5 Agrani Equity & Investment Limited 1605110020703440 18,969. 569,070.00 .1597

198
 6 Alliance Financial Services Limited 1205150054817961 18,969. 569,070.00 .1597
7 Alpha Capital Management Limited. 1605550049519826 18,968. 569,040.00 .1597
8 Asian Tiger Capital Partners Investments Ltd. 1204500060779129 18,968. 569,040.00 .1597
9 BANCO FINANCE AND INVESTMENT LIMITED 1605570061564795 3,793. 113,790.00 .0319
10 BD Finance Capital Holdings Limited 1205150045165228 18,968. 569,040.00 .1597
11 BLI CAPITAL LIMITED 1605650050408172 18,968. 569,040.00 .1597
12 BMSL Investment Limited 1203110065160476 18,968. 569,040.00 .1597
13 BRAC EPL Investments Limited 1604650000060261 18,968. 569,040.00 .1597
14 CAPM Advisory Limited 1605290048619978 18,969. 569,070.00 .1597
15 EXIM ISLAMI INVESTMENT LTD. 1602480042844534 18,968. 569,040.00 .1597
16 FAS Capital Management Limited 1604630040382971 18,968. 569,040.00 .1597
17 FAS Finance & Investment Limited 1604630019840113 18,968. 569,040.00 .1597
18 First Security Islami Capital & Investment Ltd. 1605140054136021 18,968. 569,040.00 .1597
19 Green Delta Capital Limited 1203620043101779 18,969. 569,070.00 .1597
20 IDLC Investments Limited 1602510045047740 18,969. 569,070.00 .1597
21 IIDFC Capital Limited 1604790028773041 18,968. 569,040.00 .1597
22 IL Capital Limited 1204220046667010 18,968. 569,040.00 .1597
23 IMPERIAL CAPITAL LIMITED 1201950060942951 18,968. 569,040.00 .1597
24 Janata Capital and Investment Limited 1201530034513871 18,968. 569,040.00 .1597
25 LANKABANGLA INVESTMENTS LIMITED 1201830043239232 18,968. 569,040.00 .1597
26 MIDAS INVESTMENT LIMITED 1204240045224956 18,968. 569,040.00 .1597
27 MTB Capital Limited 1605070043537970 18,968. 569,040.00 .1597
28 Meghna Capital Management Ltd. 1205210064983942 18,968. 569,040.00 .1597
29 NBL Capital and Equity Management Ltd. 1203980043489533 18,968. 569,040.00 .1597
30 NRB Equity Management Limited 1605760062455351 18,969. 569,070.00 .1597
31 PLFS INVESTMENTS LIMITED 1605410018300497 18,968. 569,040.00 .1597
32 Prime Bank Investment Limited 1602110007884745 18,968. 569,040.00 .1597
33 Riverstone Capital Limited 1605910060966133 18,968. 569,040.00 .1597
34 Rupali Investment Limited 1605220044999407 18,968. 569,040.00 .1597
35 SBL Capital Management Limited 1604530021647727 18,968. 569,040.00 .1597
36 Sandhani Life Finance Ltd. 1605610032935344 18,354. 550,620.00 .1546
37 Shahjalal Equity Management Limited 1205950065096141 18,968. 569,040.00 .1597
38 Southeast Bank Capital Services Limited 1605530040732747 18,968. 569,040.00 .1597
39 Strategic Finance Ltd. 1204590065833366 18,968. 569,040.00 .1597
40 Swadesh Investment Management Limited 1204380000164777 18,968. 569,040.00 .1597
41 Trust Bank Investment Limited 1205660051158541 18,968. 569,040.00 .1597
42 UniCap Investments Limited 1201910048617192 12,643. 379,290.00 .1065
43 Uttara Finance and Investments Limited 1203770012801322 18,969. 569,070.00 .1597
Sub Total 788,766. 23,662,980. 6.6411

Recognized Provident, Pension and Gratuity Funds

% of
Alloted
Sl Alloted outstanding
Name of EIs BO ID Value
No Volume shares post
(BDT)
offering
1 "CROSS FREIGHT LIMITED" EMPLOYEES PROVIDENT FUND 1204030059705612 18,968. 569,040.00 .1597
"GLOBAL AVIATION SERVICES LIMITED" EMPLOYEES
.1597
2 PROVIDENT FUND 1204030059705655 18,968. 569,040.00
3 3A & Company Ltd. Employees Provident Fund 1201840064357666 18,968. 569,040.00 .1597
4 AAMRA HOLDINGS LIMITED EMPLOYEES PROVIDENT FUND 1201830062811332 18,968. 569,040.00 .1597

199
 ABACI INVESTMENTS LTD EMPLOYEES CONTRIBUTORY
.1198
5 PROVIDENT FUND 1602770061586161 14,225. 426,750.00
6 ABDULLAH SAAD TRADING LTD E.P.F 1204890062535998 18,968. 569,040.00 .1597
7 AIMS Employees Provident Fund 1201470061222017 18,969. 569,070.00 .1597
8 ARK Strategic Associates Limited Employees Provident Fund 1605280064723421 18,968. 569,040.00 .1597
9 Anaum Associates Ltd. Employees Provident Fund 1204410064934148 3,993. 119,790.00 .0336
10 BASEWAY MANAGEMENT LIMITED E.P.F. 1204890066143252 18,968. 569,040.00 .1597
BAY CONSOLIDATION (PVT.) LTD. EMPLOYEES PROVIDENT
.1597
11 FUND TRUST. 1204260065044061 18,968. 569,040.00
12 BCBL Employees Provident Fund 1203000062728769 18,968. 569,040.00 .1597
13 BD VENTURE LTD. EMPLOYEES PROVIDENT FUND 1204030063795776 18,968. 569,040.00 .1597
14 BD Venture Ltd. Employees Gratuity Fund 1204030064974875 16,236. 487,080.00 .1367
BEACON PHARMACEUTICALS LTD. EMPLOYEES GRATUITY
.1597
15 FUND 1601880065365037 18,968. 569,040.00
16 BEDL Employees Provident Fund 1202550061369343 18,968. 569,040.00 .1597
17 BIZTRADE INNOVATION LTD. EMPLOYEES GRATUITY FUND 1604940064961162 18,968. 569,040.00 .1597
18 BIZTRADE INNOVATION LTD. EMPLOYEES PROVIDENT FUND 1605650064766109 18,968. 569,040.00 .1597
19 BIZUNI LINK SERVICES LTD. EMPLOYEES PROVIDENT FUND 1605650062922536 18,968. 569,040.00 .1597
20 BLUEBELL INFOTECH LTD. EMPLOYEES PROVIDENT FUND 1201910065846126 18,968. 569,040.00 .1597
21 BMH Elastic & Accessories Ltd. Employees Provident Fund 1203640064802756 10,646. 319,380.00 .0897
22 BMSL Employees Provident Fund 1203110064356364 18,968. 569,040.00 .1597
BRAC EPL STOCK BROKERAGE EMPLOYEE PROVIDENT
.1597
23 FUND 1201820064941580 18,960. 568,800.00
24 Bakara Fashions Ltd Employees Provident Fund 1201830063721726 18,968. 569,040.00 .1597
25 Bashundhara Food & Beverage Industries Ltd-Staff Provident Fund 1201910063170199 18,968. 569,040.00 .1597
Bashundhara Industrial Complex Limited Employees Provident
.1597
26 Fund 1201510064296766 18,968. 569,040.00
Beacon Pharmaceuticals Ltd. Employees (contributory) provident
.1597
27 Fund 1601880064821881 18,968. 569,040.00
28 BizUni Link Services Limited Employees Gratuity Fund 1605650063671836 18,968. 569,040.00 .1597
29 Brain Station 23 Limited Staff PF 1201630065445234 18,968. 569,040.00 .1597
30 CARGO CENTER LIMITED EMPLOYEES PROVIDENT FUND 1204030062589122 18,968. 569,040.00 .1597
31 CBSIL Employees Provident Fund 1203000064313436 18,968. 569,040.00 .1597
CHOWDHURY DIGITAL COLOR LAB LTD. EMPLOYEES
.1597
32 PROVIDENT FUND 1201780066478215 18,968. 569,040.00
33 CICL EMPLOYEES PROVIDENT FUND 1204780064505858 18,968. 569,040.00 .1597
34 CMCL Employee Provident & Benevolent Fund 1204800062138541 18,968. 569,040.00 .1597
CREDIT RATING AGENCY OF BANGLADESH LIMITED
.1198
35 EMPLOYEES GRATUITY FUND 1602770063645388 14,225. 426,750.00
CREDIT RATING AGENCY OF BANGLADESH LTD EMPLOYEES
.1198
36 PROVIDENT FUND 1602770062410997 14,225. 426,750.00
37 CRISL Employees Gratuity Fund 1201960065856273 18,968. 569,040.00 .1597
38 Confidence Salt Limited Employees Provident Fund 1203640062375336 12,642. 379,260.00 .1065
39 Contributory Prov. Fund of GHS 1604650063706577 18,968. 569,040.00 .1597
40 Crisl Employees Provident Fund 1201960064854794 18,968. 569,040.00 .1597
41 Cross Freight Limited Employees Gratuity Fund 1605650063578992 18,968. 569,040.00 .1597
42 DBH EMPLOYEES GRATUITY FUND 1203620063768074 18,968. 569,040.00 .1597
43 DBH STAFF PROVIDENT FUND 1203620062792018 18,968. 569,040.00 .1597
44 DBL Group Employees PF 1602510062941651 18,969. 569,070.00 .1597
45 DIRD FELT LTD. EMPLOYEES PROVIDENT FUND 1203260062463911 18,968. 569,040.00 .1597
46 DOUBLE H TRADING LIMITED EMPLOYEES PROVIDENT FUND 1204500066824009 18,968. 569,040.00 .1597
47 DataFort Limited Employees Gratuity Fund 1605650063580273 18,968. 569,040.00 .1597
48 Digiworld Ltd. Employees Provident Fund 1201950064975845 18,968. 569,040.00 .1597

200
49 EBL Employees Gratuity Fund Trust 1201950066279105 18,968. 569,040.00 .1597
50 EBL Employees Privident Fund Trust 1201950066271208 18,968. 569,040.00 .1597
51 EBL SECURITIES LIMITED EMPLOYEES GRATUITY FUND 1201950063496943 18,968. 569,040.00 .1597
52 EBL Securities Ltd.Employees Provident Fund 1201950061476798 18,968. 569,040.00 .1597
53 ERP CONSULTANTS BD LTD. EMPLOYEES GRATUITY FUND 1605650064647346 18,968. 569,040.00 .1597
54 ERP Consultants BD Ltd.Employees Provident Fund 1605650064646898 18,968. 569,040.00 .1597
ESQUIRE DYEING INDUSTRIES LIMITED (EDIL) EMPLOYEES
.0078
55 PROVIDENT FUND 1203680063865106 926. 27,780.00
56 EVENT FAIR LIMITED EMPLOYEES PROVIDENT FUND 1201830063565793 18,968. 569,040.00 .1597
57 EXPO HOLDINGS (BD) :LTD. EMPLOYEES PROVIDENT FUND 1204030062589114 18,968. 569,040.00 .1597
58 Eastern Shares & Securities Limited Employees Provident Fund 1203640062418380 18,968. 569,040.00 .1597
59 Employees Provident Fund of ILSL 1204220061493946 18,968. 569,040.00 .1597
60 Enactive Multi-Services (Pvt.) Ltd. Employees Provident Fund 1203260064940500 18,968. 569,040.00 .1597
61 Eskayef Bangladesh Ltd. Employees Provident Fund 1602510062782765 18,969. 569,070.00 .1597
62 Esquire Knit Composite Limited(EKCL) Employees Provident Fund 1203680063390131 3,322. 99,660.00 .0280
63 Expo Freight Limited Employee's Provident Fund 1204030031916200 18,968. 569,040.00 .1597
64 Expo Freight Limited Employees Gratuity Fund 1204030063402792 18,968. 569,040.00 .1597
65 F & A Consultants Bangladesh Ltd. Employees Gratuity Fund 1201830063664444 18,968. 569,040.00 .1597
66 F&A Consultants Bangladesh Ltd. Employees Provident Fund 1201830063665449 18,968. 569,040.00 .1597
67 F.K.T. AGRO (PVT) LTD. EMPLOYEES PROVIDENT FUND 1202550064958662 18,968. 569,040.00 .1597
68 FFIL Employees (Contributory) Provident Fund 1204690063788614 18,968. 569,040.00 .1597
69 FILIC Employees Providend Fund 1205790006347386 18,968. 569,040.00 .1597
70 FNR FASHION LTD. EMPLOYEES PROVIDEND FUND 1201780065259176 18,968. 569,040.00 .1597
71 FREIGHT CARE AVIATION SERVICES LTD. EMPLOYEES P.F 1204030062589149 18,968. 569,040.00 .1597
72 GCL Employees Provident Fund 1204800066165371 18,968. 569,040.00 .1597
73 GM PUBLICATIONS LTD EMPLOYEES PROVIDENT FUND 1201830063565777 18,968. 569,040.00 .1597
GOLDEN INFORMATION TECHNOLOGY LTD. EMPLOYEES
.1597
74 PROVIDENT FUND 1202550064574407 18,968. 569,040.00
75 GVAIL Employees (Contributory) Provident Fund 1201910065734781 18,968. 569,040.00 .1597
76 GVAIL Employees Gratuity Fund 1204680066644742 18,968. 569,040.00 .1597
77 Global Aviation Services Ltd. Employees Gratuity Fund. 1605650063580696 18,968. 569,040.00 .1597
78 Globex Marketing Co. Ltd. Employees Provident Fund 1203260064902254 18,968. 569,040.00 .1597
79 Good Lucktex Limited Employees’ Provident Fund 1204560064486592 18,968. 569,040.00 .1597
80 Grameen CyberNet Ltd Employees Provident Fund 1203260062227948 18,968. 569,040.00 .1597
81 HEFAZATUR RAHMAN & CO. LTD. E.P.F 1204890065830991 18,968. 569,040.00 .1597
82 Hwa Well Textiles (BD) Limited Employees Provident Fund 1605550062518491 18,968. 569,040.00 .1597
83 IDLC Asset Management Employees' Gratuity Fund 1203680066897343 17,235. 517,050.00 .1451
84 IDLC Asset Management Limited Employees’ Provident Fund 1203680065698381 18,969. 569,070.00 .1597
85 IDLC Employees' Provident Fund 1602510057011151 18,969. 569,070.00 .1597
86 IDLC Investments Limited Employees’ Provident Fund 1602510045502811 18,969. 569,070.00 .1597
87 IDLC Securities Limited Employees Provident Fund 1602510057009290 18,969. 569,070.00 .1597
88 IFIL EMPLOYEES PROVIDENT FUND 1201830061881928 18,968. 569,040.00 .1597
89 IIDFC Employees Provident Fund 1604790062775116 18,968. 569,040.00 .1597
90 INDEPENDENT BIZ LTD. EMPLOYEES GRATUITY FUND 1201830064492674 18,968. 569,040.00 .1597
91 INDEPENDENT BIZ LTD. EMPLOYEES PROVIDENT FUND 1201830064492682 18,968. 569,040.00 .1597
92 INNOVANA EVENT LTD. EMPLOYEES GRATUITY FUND 1201830064766810 18,968. 569,040.00 .1597
93 INNOVANA EVENT LTD. EMPLOYEES PROVIDENT FUND 1201830064766802 18,968. 569,040.00 .1597
94 INNOVATION ICT LTD. EMPLOYEES GRATUITY FUND 1201830064766901 18,968. 569,040.00 .1597
95 INNOVATION ICT LTD. EMPLOYEES PROVIDENT FUND 1201830064766896 18,968. 569,040.00 .1597
96 Incepta Pharmaceuticals Employees Provident Fund 1203110061650220 18,968. 569,040.00 .1597

201
97 Infotainment Media Limited Employees Gratuity Fund 1201830063664436 18,968. 569,040.00 .1597
98 Infotainment Media Ltd. Employees Provident Fund 1204030062883862 18,968. 569,040.00 .1597
99 Island Securities Ltd. Employees (Contributory) Pro. Fund 1201960062925422 18,968. 569,040.00 .1597
100 KDL EMPLOYEES (CONTRIBUTORY) POVIDENT FUND 1203000063912971 18,968. 569,040.00 .1597
101 KDL Employees Gratuity Fund 1204390064915661 18,968. 569,040.00 .1597
KYOTO ENGINEERING AND AUTOMATION LTD. EMPLOYEES
.0812
102 PROVIDENT FUND 1602770064694844 9,647. 289,410.00
LANKABANGLA FINANCE LIMITED EMPLOYEES GRATUITY
.1597
103 FUND 1204030064716723 18,968. 569,040.00
LANKABANGLA INVESTMENTS LIMITED EMPLOYEES'
.1597
104 PROVIDENT FUND 1201830053200901 18,968. 569,040.00
105 LLOL Employees Gratuity Fund 1204390065948640 18,968. 569,040.00 .1597
106 LLOL Employees’ (Contributory) Provident Fund 1205720062960726 18,968. 569,040.00 .1597
LankaBangla Asset Management Company Limited Employees
.1009
107 Provident Fund 1204030064834195 11,979. 359,370.00
108 LankaBangla Finance Limited Employees Provident Fund 1204030053199415 18,968. 569,040.00 .1597
109 LankaBangla Securities Limited Employees Provident Fund 1201830060975261 18,968. 569,040.00 .1597
110 Lawyers & Associates Ltd Employees Provident Fund 1201830063485850 18,968. 569,040.00 .1597
111 MEENHAR FISHERIES LTD EMPLOYEES PROVIDENT FUND. 1201780061573549 18,968. 569,040.00 .1597
MEENHAR MARINE FOODS LTD EMPLOYEES PROVIDENT
.1597
112 FUND 1201780061526835 18,968. 569,040.00
MEENHAR SEA FOODS LIMITED EMPLOYEES PROVIDENT
.1597
113 FUND 1201780061514804 18,968. 569,040.00
MIDWAY CONSUMER PRODUCTS LIMITED EMPLOYEES
.1597
114 CONTRIBUTORY PROVIDENT FUND 1204590064494186 18,968. 569,040.00
MIKA ENTERPRISES LIMITED EMPLOYEES CONTRIBUTORY
.1597
115 PROVIDENT FUND 1203260064301697 18,968. 569,040.00
116 MIKA ENTERPRISES LIMITED EMPLOYEES GRATUITY FUND 1203260064931682 18,968. 569,040.00 .1597
MIKA SECURITIES LTD. EMPLOYEES (CONTRIBUTORY)
.1597
117 PROVIDENT FUND 1203260063570051 18,968. 569,040.00
118 MIKA SECURITIES LTD. EMPLOYEES GRATUITY FUND 1203260064359432 18,968. 569,040.00 .1597
119 Mahiya Enterprises Ltd. Employees Provident Fund 1201570066664415 18,968. 569,040.00 .1597
120 Meenhar securities Limited Employees Provident Fund 1201780061492114 18,968. 569,040.00 .1597
121 Meghna Cement Mills Ltd- Staff Provident Fund 1201510014775878 18,968. 569,040.00 .1597
122 Meridian Finance & Investment Limited Employees Provident Fund 1205950063762647 18,968. 569,040.00 .1597
123 Mika Travels Limited Employees Provident Fund 1203260064724804 18,968. 569,040.00 .1597
124 Mona FCS Ltd. Employee Provident Fund 1201470046129641 18,968. 569,040.00 .1597
125 Multi Securities & Services Ltd. Employees Provident Fund 1202830041434061 18,968. 569,040.00 .1597
126 NAHAR FARM HOUSE LTD. EMPLOYEES' PROVIDENT FUND 1203260066908263 18,968. 569,040.00 .1597
NEW GEN SOLOUTIONS LIMITED EMPLOYEE’S PROVIDENT
.1597
127 FUND 1203260065757895 18,968. 569,040.00
128 NHFIL Employees Provident Fund 1201830061564404 18,969. 569,070.00 .1597
129 National Finance Ltd.Employees Provident Fund 1602770061975716 18,952. 568,560.00 .1596
130 National Life Insurance Co. Ltd. Employees Provident Fund 1201830044839493 18,968. 569,040.00 .1597
OCEAN ACCESSORIES LIMITED EMPLOYEES PROVIDENT
.1597
131 FUND 1203260064186417 18,968. 569,040.00
132 OCEAN ACCESSORIES LTD. EMPLOYEES GRATUITY FUND 1203260064935086 18,968. 569,040.00 .1597
ONESTOP BUSINESS SOLUTION & TRADING LTD.
.1597
133 EMPLOYEES GRATUITY FUND 1605650064934014 18,968. 569,040.00
ONESTOP BUSINESS SOLUTION & TRADING LTD.
.1597
134 EMPLOYEES PROVIDENT FUND 1605650064733478 18,968. 569,040.00
135 OR TRADING LTD. EMPLOYEES PROVIDENT FUND 1201780066130326 18,968. 569,040.00 .1597
136 Orion Pharma Limited Employees Conributory Provident Fund 1605280062656808 13,305. 399,150.00 .1120
137 PARAMOUNT INSURANCE PROVIDENT FUND 1605640063888859 15,973. 479,190.00 .1345
138 PMCL Employee Provident Fund 1204570063477895 18,968. 569,040.00 .1597

202
 POUSH TEXTILE INDUSTRY LTD EMPLOYEES PROVIDENT
.1597
139 FUND 1202420063722324 18,968. 569,040.00
140 PPL Employees Provident Fund 1204800062933273 18,968. 569,040.00 .1597
141 PRFL Employee Provident & Benevolent Fund 1204800062408094 18,968. 569,040.00 .1597
142 Padma Islami Life Insurance Ltd. Employees Provident Fund 1204780064374774 18,968. 569,040.00 .1597
143 Paradise Employees Provident Fund 1204570063478493 18,968. 569,040.00 .1597
144 Parkway Securities Limited Employees Provident Fund 1201520061641343 18,968. 569,040.00 .1597
145 Perfect Touch Employment Provident Fund 1204800061834041 18,968. 569,040.00 .1597
146 Pharmacil Limited Employees Provident Fund 1203110063444418 18,968. 569,040.00 .1597
147 Potential Employees Provident Fund 1204570063477887 18,968. 569,040.00 .1597
148 Premier Cement Mills Limited Employees Provident Fund 1201960045088787 18,968. 569,040.00 .1597
149 QUASEM DRYCELLS LTD.EMPLOYEES PROVIDENT FUND 1203260061945350 18,968. 569,040.00 .1597
150 Quasem Food Products Ltd. Employees Provident Fund 1203260064475566 18,968. 569,040.00 .1597
151 Quasem Lamps Limited Employees Provident Fund 1203260066550954 18,968. 569,040.00 .1597
R.K. GARMENTS ACCESSORIES INDUSTRIES LTD.
.1597
152 EMPLOYEES GRATUITY FUND 1203260065717034 18,968. 569,040.00
R.K. GARMENTS ACCESSORIES INDUSTRIES LTD.
.1597
153 EMPLOYEES PROVIDENT FUND 1203260064279939 18,968. 569,040.00
154 RADIANT CAR LTD. EMPLOYEES PROVIDENT FUND 1203260065350864 18,968. 569,040.00 .1597
155 RAVEN SYSTEMS LTD. EMPLOYEES PROVIDENT FUND 1203260062463780 18,968. 569,040.00 .1597
156 RISS FASHION LTD. EMPLOYEES PROVIDENT FUND 1201780065332601 18,968. 569,040.00 .1597
157 RNZ AGRO LTD EMPLOYEES GRATUITY FUND 1201950064908369 18,968. 569,040.00 .1597
158 RNZ AGRO LTD EMPLOYEES PROVIDENT FUND 1201950064908128 18,968. 569,040.00 .1597
159 RNZ Communication Ltd. Employees Gratuity Fund 1201950063916879 18,968. 569,040.00 .1597
160 RNZ Communication Ltd. Employees Provident Fund 1201950063916852 18,968. 569,040.00 .1597
161 Radiant Business Consortium Limited Employees Provident Fund 1203110063445067 18,968. 569,040.00 .1597
162 Radiant Nutraceuticals Limited Employees Provident Fund 1203110063445331 18,968. 569,040.00 .1597
163 Radiant Pharmaceuticals Limited Employees Provident Fund 1203110062711381 18,968. 569,040.00 .1597
164 Reliance Insurance Provident Fund 1201750036943995 3,793. 113,790.00 .0319
165 SATCOM IT LIMITED EMPLOYEES PROVIDENT FUND 1204040061469545 18,969. 569,070.00 .1597
SENATOR CONSORTIUM LIMITED EMPLOYEES PROVIDENT
.1597
166 FUND 1203260066729222 18,968. 569,040.00
167 SHADESH MANAGEMENT LIMITED E.P.F 1204890062814823 18,968. 569,040.00 .1597
STAFF CONTRIBUTORY PROVIDENT FUND FOR TVS AUTO
.1597
168 BANGLADESH LIMITED 1203260062418985 18,968. 569,040.00
169 STAR CERAMICS LTD. EMPLOYEES PROVIDEND FUND 1205020062321572 3,793. 113,790.00 .0319
170 STAR IMPEX LTD. EMPLOYEES PROVIDEND FUND 1201780065259117 18,968. 569,040.00 .1597
STOCK AND BOND LTD. EMPLOYEES CONTRIBUTORY
.1597
171 PROVIDENT FUND 1203510061640183 18,968. 569,040.00
172 STOCK AND BOND LTD. EMPLOYEES GRATUITY FUND 1203510062367536 18,968. 569,040.00 .1597
173 SUNSHINE BANGLA PVT. LTD. EMPLOYEES GRATUITY FUND 1203110065060828 18,968. 569,040.00 .1597
SUNSHINE BANGLA PVT. LTD. EMPLOYEES PROVIDENT
.1597
174 FUND 1203110066629400 18,968. 569,040.00
175 SWISS GARDEN LTD. EMPLOYEES GRATUITY FUND 1203510066347092 18,968. 569,040.00 .1597
176 SWISS GARDEN LTD. EMPLOYEES PROVIDENT FUND 1203510064546977 18,968. 569,040.00 .1597
177 Sandhani Life Insurance Co. Ltd. Employee`s Gratuity Fund 1201470063462365 18,968. 569,040.00 .1597
178 Sandhani Life Insurance Co. Ltd. Employee`s Provident Fund 1201470040729859 18,968. 569,040.00 .1597
179 Simtex Industries Ltd. Employees Contributory Provident Fund 1605120062942193 18,960. 568,800.00 .1597
180 Solid Agro Firms Ltd Employees Provident Fund 1201830063735424 18,968. 569,040.00 .1597
181 Sonali Livestock Ltd Employees Provident Fund 1201830063721734 18,968. 569,040.00 .1597
Southeast Bank Capital Services Limited Employees Provident
.1597
182 Fund 1201500060670788 18,968. 569,040.00
183 TALHA HEALTH CARE LIMITED EMPLOYEES PROVIDENT 1203260066551204 18,968. 569,040.00 .1597

203
 FUND
184 TECHINNOVATION BD LTD. EMPLOYEES GRATUITY FUND 1201910064575626 18,969. 569,070.00 .1597
185 TECHINNOVATION BD LTD. EMPLOYEES PROVIDENT FUND 1201910064575618 18,969. 569,070.00 .1597
THE ACME LABORATORIES LTD. EMPLOYEES PROVIDENT
.1597
186 FUND 1203140058536462 18,968. 569,040.00
187 UCAS EMPLOYEES PROVIDENT FUND 1605550062904961 3,793. 113,790.00 .0319
188 UniCap Securities Employees Contributory Provident Fund 1201910053946845 14,225. 426,750.00 .1198
189 VIPB Asset Management Co. Ltd. Employees Provident Fund 1201820060580516 18,968. 569,040.00 .1597
190 VIPB Asset Management Company Ltd. Employees Gratuity Fund 1201820062576579 18,968. 569,040.00 .1597
191 WINGS CLASSIC TOURS AND TRAVELS LTD EMPLOYEES PF 1204030062589130 18,968. 569,040.00 .1597
192 Wetronic Motors Limited Employees’ Provident Fund 1202980064733311 18,968. 569,040.00 .1597
193 aamra networks limited Employees Provident Fund 1201830062424941 18,969. 569,070.00 .1597
194 aamra resources limited Employees Provident Fund 1201830062831353 18,936. 568,080.00 .1595
195 aamra technologies limited employees provident fund 1201830062414390 18,968. 569,040.00 .1597
Sub Total 3,541,467. 106,244,010 29.8175

Stock Dealers
% of
Alloted outstandin
Alloted
Sl No Name of EIs BO ID Value g shares
Volume
(BDT) post
offering
1 3A & Company Ltd 1201840061865964 18,968. 569,040.00 .1597
2 A. A. Securities Limited 1203760063412334 18,968. 569,040.00 .1597
3 A. L. Securities Ltd. 1203500045200605 18,968. 569,040.00 .1597
4 A.R. CHOWDHURY SECURITIES LTD. 1202820030981801 18,968. 569,040.00 .1597
5 AB & Co. Ltd 1201940007747374 18,969. 569,070.00 .1597
6 AB Securities Limited 1203710026451391 18,968. 569,040.00 .1597
7 ACE CAPITAL MANAGEMENT SERVICE LTD. 1204660039432717 18,968. 569,040.00 .1597
8 ADAMS SECURITIES LTD 1203830038476101 18,968. 569,040.00 .1597
9 AHC SECRUTIES LTD. 1204960041270501 18,968. 569,040.00 .1597
10 AIBL CAPITAL MARKET SERVICES LIMITED 1204290019225111 18,928. 567,840.00 .1594
11 AKIJ Securities Limited 1204140016523068 18,968. 569,040.00 .1597
12 AL HAJA JAHANARA SECURITIES LTD. 1203460030627408 18,968. 569,040.00 .1597
13 AL-MUNTAHA TRADING CO. LTD. 1203210030687270 18,968. 569,040.00 .1597
14 ALI SECURITIES CO. LTD. 1202960050888017 18,968. 569,040.00 .1597
15 ALOCO SECURITIES LTD 1202630050966076 18,968. 569,040.00 .1597
16 ALPHA EQUITIES LTD. 1204230040549939 11,979. 359,370.00 .1009
17 AM SECURITIES AND FINANCIAL SERVICES LTD. 1204080016105241 18,968. 569,040.00 .1597
18 ANCHOR SECURITIES LTD 1202950048476574 18,968. 569,040.00 .1597
19 ARC Securities Ltd. 1202580030051617 18,968. 569,040.00 .1597
20 ARENA SECURITIES LTD. 1202850003772483 18,968. 569,040.00 .1597
21 ASENZ SECURITIES LTD. 1204100019226122 18,968. 569,040.00 .1597
22 Adil Securities Ltd 1202060000039196 18,968. 569,040.00 .1597
23 Al-Haj Securities & Stocks Ltd. 1202270000185021 18,968. 569,040.00 .1597
24 Alpha Securities ltd. 1204450039260134 18,960. 568,800.00 .1597
25 Aries Securities Limited 1203010029391671 18,968. 569,040.00 .1597
26 Associated Capital Securities Ltd. 1203080004167191 18,968. 569,040.00 .1597
27 Azam Securities Limited 1203060004162271 18,968. 569,040.00 .1597
28 Azim Securities Ltd. 1204870061958089 18,968. 569,040.00 .1597

204
29 BASE CAPITAL LTD. 1204990052522739 18,968. 569,040.00 .1597
30 BD Finance Securities Limited 1205150043284418 18,968. 569,040.00 .1597
31 BD SUNLIFE SECURITIES LTD. 1205670050639259 18,969. 569,070.00 .1597
32 BDBL Investment Services Ltd. 1201920061824845 18,952. 568,560.00 .1596
33 BDBL Securities Limited 1202180045048887 18,960. 568,800.00 .1597
34 BE RICH LIMITED 1204180017222163 18,969. 569,070.00 .1597
35 BEXIMCO SECURITIES LIMITED 1201930016160034 18,354. 550,620.00 .1546
36 BLI Securities Limited 1201500048598349 18,968. 569,040.00 .1597
37 BRAC EPL Stock Brokerage Limited 1201820000005731 18,960. 568,800.00 .1597
38 BRB Securities Limited 1203910038355843 18,968. 569,040.00 .1597
39 Banco Securities Ltd 1202150033195699 18,968. 569,040.00 .1597
40 Bank Asia Securities Limited 1204490045011859 18,968. 569,040.00 .1597
41 British Bengal Securities Limited 1203820012508151 18,968. 569,040.00 .1597
42 Buriganga Equity Management Ltd. 1205980063271625 18,968. 569,040.00 .1597
43 C-Maart Securities Ltd. 1203580007694753 2,659. 79,770.00 .0224
44 CENTURY SECURITIES LIMITED 1202740002848051 18,968. 569,040.00 .1597
45 CHITTAGONG CAPITAL LIMITED 1203790012153033 13,305. 399,150.00 .1120
46 CHOWDHURY SECURITIES LTD. 1204260018461274 18,968. 569,040.00 .1597
47 CMSL Securities Ltd 1201750000001535 18,968. 569,040.00 .1597
48 CORDIAL SECURITIES LIMITED 1203470050890604 18,968. 569,040.00 .1597
49 CREST SECURITIES LTD 1204050028921051 1,996. 59,880.00 .0168
50 Chittagong Shares & Securities Limited 1203230050895631 18,968. 569,040.00 .1597
51 Commerce Bank Securities and Investment Limited 1203000044662073 18,968. 569,040.00 .1597
52 Confidence Equities Limited 1301650062344886 18,968. 569,040.00 .1597
53 D.N. Securities Ltd. 1203860013501896 15,973. 479,190.00 .1345
54 DAULATUNNESSA EQUITIES LIMITED 1204110016443604 18,968. 569,040.00 .1597
55 DBL Securities Limited 1201630043531874 18,968. 569,040.00 .1597
56 DESA SECURITIES LIMITED 1203920014940996 18,968. 569,040.00 .1597
57 DLIC Securities Ltd. 1205730053939461 18,968. 569,040.00 .1597
58 DMR SECURITIES SERVICES LTD. 1203320039848311 18,968. 569,040.00 .1597
59 DSFM Securities Ltd. 1202980004064050 18,968. 569,040.00 .1597
60 DYNAMIC SECURITIES CONSULTANTS LTD 1202370038476185 18,968. 569,040.00 .1597
61 Dayton Holdings Limited 1203450051129552 18,968. 569,040.00 .1597
62 Delta Capital Limited 1202530000819950 18,968. 569,040.00 .1597
63 Dhaka Securities Ltd 1205210061487350 18,968. 569,040.00 .1597
64 Dhanmondi Securities Limited 1203390029289594 18,968. 569,040.00 .1597
65 Dragon Securities Ltd. 1202140000080456 18,968. 569,040.00 .1597
66 E-Securities Limited 1202880003801810 17,243. 517,290.00 .1452
67 EASTERN CAPITAL LIMITED 1205990063864781 18,968. 569,040.00 .1597
68 EBL Securities Limited 1201950000015755 18,968. 569,040.00 .1597
69 Eastern Shares & Secruties Ltd 1203640007850771 18,968. 569,040.00 .1597
70 FARIDA RAQUIB SECURITIES LTD 1203270038301295 18,968. 569,040.00 .1597
71 FBL Securities Ltd. 1205870060259359 18,968. 569,040.00 .1597
72 FIRSTLEAD SECURITIES LTD 1203750030648423 18,968. 569,040.00 .1597
73 Far East Shares & Securities Limited 1204200017263638 18,969. 569,070.00 .1597
74 Fareast Islami Securities Ltd. 1205790055232286 18,952. 568,560.00 .1596
75 Federal Securities And Investment Limited 1203050004150059 18,968. 569,040.00 .1597
76 First Capital Securities Ltd. 1204430039584103 18,968. 569,040.00 .1597
77 GALAXY CAPITAL LIMITED 1204800033270280 18,968. 569,040.00 .1597

205
 78 GLOBAL SECURITIES LTD. 1203880028811091 18,968. 569,040.00 .1597
79 GMF Securities.ltd 1201990030226682 18,968. 569,040.00 .1597
80 Gateway Equity Resources Ltd. 1202380000345568 18,968. 569,040.00 .1597
81 Green Delta Securities Ltd. 1203620007742588 18,968. 569,040.00 .1597
82 Greenland Equities Limited 1202190030807625 18,968. 569,040.00 .1597
83 HAC SECURITIES LIMITED 1202840028703445 18,968. 569,040.00 .1597
84 HAJI MOHAMMAD ALI SECURITIES LTD 1204460050952161 18,968. 569,040.00 .1597
85 HARUN SECURITIES LTD. 1204000062000069 18,968. 569,040.00 .1597
86 HEFAZATUR RAHMAN & CO. LTD. 1204890050927617 18,968. 569,040.00 .1597
87 Haji Ahmad Brothers Securities Ltd 1202640029233333 18,968. 569,040.00 .1597
88 Hallmark Securities Ltd. 1204020023309987 18,968. 569,040.00 .1597
89 Harpoon Securities Limited 1203940015369940 18,960. 568,800.00 .1597
90 Hasan Securities Limited 1204820033567045 18,968. 569,040.00 .1597
91 Hazrat Amanat Shah Securities Ltd 1204570028771356 18,968. 569,040.00 .1597
92 Hedayetullah Securities Ltd. 1202050050877735 18,968. 569,040.00 .1597
93 Howlader Equity Services Ltd. 1202260030433948 18,968. 569,040.00 .1597
94 IDLC SECURITIES LIMITED 1203680008053444 18,969. 569,070.00 .1597
95 IFIC SECURITIES LIMITED 1204340043508890 3,793. 113,790.00 .0319
96 IIDFC Securities Limited 1204480020376052 18,968. 569,040.00 .1597
97 INTER CONTINENTAL SECURITIES LIMITED 1301030034950845 18,968. 569,040.00 .1597
98 ISLAND SECURITIES LTD 1201960028837738 18,968. 569,040.00 .1597
99 International Leasing Securities Ltd. 1204220030590007 18,968. 569,040.00 .1597
100 International Securities Co Ltd 1201850000007904 3,794. 113,820.00 .0319
101 Investment Promotion Services Ltd. 1202010061719713 18,968. 569,040.00 .1597
102 Islami Bank Securities Ltd 1603700032969047 18,968. 569,040.00 .1597
103 Ispi Securities Limited 1204770029642745 18,968. 569,040.00 .1597
104 JAHAN SECURITIES LTD. 1202610029280542 18,968. 569,040.00 .1597
105 JESCO CAPITAL MANAGEMENT LTD. 1301030033042976 18,968. 569,040.00 .1597
106 Jamal Ahmed Securities Ltd 1201810000005517 18,968. 569,040.00 .1597
107 Joytun Securities Int. Ltd. 1202800029047556 18,968. 569,040.00 .1597
108 K-Securities & Consultants Ltd. 1202350046570111 3,793. 113,790.00 .0319
109 KABIR SECURITIES LIMITED 1203330029280914 18,969. 569,070.00 .1597
110 KAZI EQUITIES LTD. 1201730029204716 18,968. 569,040.00 .1597
111 KHB Securities Limited 1204520020759867 18,968. 569,040.00 .1597
112 KISHWAR SECURITY INVESTMENT LIMITED. 1204700031431552 18,968. 569,040.00 .1597
113 Kazi Firoz Rashid Securities Ltd. 1202450000545359 18,968. 569,040.00 .1597
114 Khurshid Alam Securities Limited 1202560029259822 18,968. 569,040.00 .1597
115 LankaBangla Securities Limited 1201830000007813 18,968. 569,040.00 .1597
116 M. Securities Ltd. 1202250030345204 18,969. 569,070.00 .1597
117 M. ZUBAIR SECURITIES LTD. 1202890003832461 18,968. 569,040.00 .1597
118 MAM Securities Ltd. 1201540030520453 18,968. 569,040.00 .1597
119 MASCO Shares and Securities Ltd. 1205960050929592 18,960. 568,800.00 .1597
120 MEGHNA LIFE SECURITIES AND INVESTMENT LTD. 1205780058195606 18,968. 569,040.00 .1597
121 MERCANTILE BANK SECURITIES LTD. 1602170046182750 18,969. 569,070.00 .1597
122 MIAN ABDUR RASHID SECURITIES LTD. 1204130045188475 18,968. 569,040.00 .1597
123 MODERN EQUITY LTD. 1203900050881751 18,968. 569,040.00 .1597
124 MODERN SECURITIES LTD 1203570028973202 18,960. 568,800.00 .1597
125 MOSHIHOR SECURITIES LTD 1201580030169036 18,968. 569,040.00 .1597
126 MTB Securities Ltd. 1601880000161286 18,968. 569,040.00 .1597

206
127 MUNTAHA SHARES & CAPITAL LIMITED 1204950040989661 18,968. 569,040.00 .1597
128 Mah Securities Limited 1204120062858558 18,968. 569,040.00 .1597
129 Md. Sahidullah Securities Ltd. 1202760029429745 18,968. 569,040.00 .1597
130 Meenhar Securities Ltd 1201780019220259 18,968. 569,040.00 .1597
131 Merchant Securities Ltd 1203310005907344 18,968. 569,040.00 .1597
132 Midway Securities Ltd. 1201890029057248 18,968. 569,040.00 .1597
133 Mika Securities Ltd 1203260005126048 18,968. 569,040.00 .1597
134 Mirpur Securities Ltd. 1203970028927180 18,968. 569,040.00 .1597
135 Mohammad Talha & Co. Ltd 1202690051007241 18,968. 569,040.00 .1597
136 Mohammadi Stock Market Ltd 1205880060990197 18,968. 569,040.00 .1597
137 Mona Financial Consultancy & Securities Ltd. 1201470000000763 18,968. 569,040.00 .1597
138 Mondol Securities Ltd. 1203530051153217 18,960. 568,800.00 .1597
139 Multi Securities & Services Limited 1202830003717284 18,968. 569,040.00 .1597
140 Murshed Securities Limited 1202000050941467 15,973. 479,190.00 .1345
141 NATIONAL SECURITIES & CONSULTANTS LTD. 1201500007767708 18,968. 569,040.00 .1597
142 NCCB Securities and Financial Services Limited 1202090044996438 18,968. 569,040.00 .1597
143 NIZAMS SHARES AND SECURITIES LIMITED 1204440050927914 18,968. 569,040.00 .1597
144 NLI SECURITIES LIMITED 1205720053777852 18,968. 569,040.00 .1597
145 NORBAN SECURITIES LIMITED 1204110064263645 18,968. 569,040.00 .1597
146 NRBC BANK SECURITIES LIMITED 1205950062197150 18,929. 567,870.00 .1594
147 Nabiul Karim Securities Ltd 1204170032507280 18,968. 569,040.00 .1597
148 New Era Securities Limited 1206050066863343 18,968. 569,040.00 .1597
149 ONE SECURITIES LIMITED 1205700043557536 18,968. 569,040.00 .1597
150 PASHA CAPITAL LIMITED 1203740053880851 18,968. 569,040.00 .1597
151 PIONEER SHARES & SECURITIES LTD 1204980063439357 18,968. 569,040.00 .1597
152 PRILINK SECURITIES LTD. 1203300005828888 18,968. 569,040.00 .1597
153 PRUDENTIAL CAPITAL LTD. 1204250037999816 18,968. 569,040.00 .1597
154 Parom Securities Ltd. 1205890060789530 18,968. 569,040.00 .1597
155 Phoenix Securities Limited 1203410030216859 18,969. 569,070.00 .1597
156 Prime Bank Securities Limited 1205080038084991 9,480. 284,400.00 .0798
157 Pubali Bank Securities Limited 1203440006495692 18,968. 569,040.00 .1597
158 Quayum Securities Ltd. 1202650025289597 18,968. 569,040.00 .1597
159 RASTI SECURITIES CONSULTANT LTD. 1203360030200233 18,968. 569,040.00 .1597
160 RNI SECURITIES LTD. 1202430028980067 18,968. 569,040.00 .1597
161 ROYAL CAPITAL LIMITED 1201590000001005 18,960. 568,800.00 .1597
162 RUPALI BANK SECURITIES LTD. 1205820052766436 18,968. 569,040.00 .1597
163 Raja Securities Limited 1204810047566389 3,993. 119,790.00 .0336
164 Rapid Securities Ltd 1201900000011350 18,968. 569,040.00 .1597
165 Rashid Investment Services Limited 1202160045159261 18,969. 569,070.00 .1597
166 Reliance Brokerage Services Limited 1203850038318433 18,968. 569,040.00 .1597
167 Reliance Securities Consultant Ltd. 1204320039229492 18,968. 569,040.00 .1597
168 Remons Investment & Securities Ltd. 1202600028884856 18,968. 569,040.00 .1597
169 Rose Securities Ltd 1202540019187226 18,968. 569,040.00 .1597
170 S & H EQUITIES LTD. 1202810030631630 18,968. 569,040.00 .1597
171 S. B. SECURITIES LTD. 1204070016097639 18,968. 569,040.00 .1597
172 S.N.SECURITIES LTD 1301030039490358 18,968. 569,040.00 .1597
173 SADEQUE FINANCE MANAGEMENT LTD. 1204910044087087 18,968. 569,040.00 .1597
174 SAHCO Securities Limited 1205680051285768 18,968. 569,040.00 .1597
175 SALAM & COMPANY LIMITED 1201640000001099 18,968. 569,040.00 .1597

207
176 SAR Securities Ltd. 1201690000007607 18,968. 569,040.00 .1597
177 SBC Securities & Investment Ltd. 1204550006749122 18,968. 569,040.00 .1597
178 SCL Securities Ltd. 1201570062821331 18,968. 569,040.00 .1597
179 SHAHED SECURITIES LTD. 1202300037954236 18,968. 569,040.00 .1597
180 SHOHRAB SECURITIES & TRADE LTD. 1204040048025437 18,968. 569,040.00 .1597
181 SHYAMOL EQUITY MANAGEMENT LTD. 1202400023261956 18,952. 568,560.00 .1596
182 SIBL SECURITIES LIMITED 1205200044789105 18,968. 569,040.00 .1597
183 SINHA SECURITIES LIMITED 1203140030627218 18,968. 569,040.00 .1597
184 SKYS SECURITIES LIMITED 1203340017227570 18,952. 568,560.00 .1596
185 SOUTH ASIA SECURITIES LIMITED 1202310051029524 18,960. 568,800.00 .1597
186 STOCK AND BOND LTD 1203510028786331 18,968. 569,040.00 .1597
187 SUBVALLEY SECURITIES LTD. 1203630007781341 18,968. 569,040.00 .1597
188 SYLNET SECURITIES LTD 1204310038451260 18,969. 569,070.00 .1597
189 Saad Securites Ltd. 1203150030569148 18,960. 568,800.00 .1597
190 Secure Capital Limited 1205850060373408 18,968. 569,040.00 .1597
191 Securities Broking & Management Services Ltd 1202420029722439 18,968. 569,040.00 .1597
192 Shahjalal Islami Bank Securities Limited 1204090044634741 18,968. 569,040.00 .1597
193 Shakil Rizvi Stock Ltd. 1201510028774467 18,968. 569,040.00 .1597
194 Shanta Securities Ltd. 1203490029025239 18,969. 569,070.00 .1597
195 Sharp Securities limited 1203180019173164 18,968. 569,040.00 .1597
196 Sheltech Brokerage Limited 1202550050945829 18,968. 569,040.00 .1597
197 Smart Share & Securities Ltd 1205900061489748 18,968. 569,040.00 .1597
198 Sohel Securities Ltd. 1202390050897731 18,968. 569,040.00 .1597
199 Southern Capital Limited 1205230045016711 18,968. 569,040.00 .1597
200 Square Securities Management Ltd. 1201560000061025 18,969. 569,070.00 .1597
201 Standard Bank Securities Limited 1205600051708405 18,968. 569,040.00 .1597
202 Sterling Stocks & Securities Ltd. 1205690053649516 18,968. 569,040.00 .1597
203 Super Shares & Securities Ltd. 1204900039383607 3,793. 113,790.00 .0319
204 Synthia Securities Ltd. 1203190004536751 18,968. 569,040.00 .1597
205 Ten Stars (Pvt) limited 1204060028865318 18,968. 569,040.00 .1597
206 Thea Securities Ltd. 1203280028971031 18,968. 569,040.00 .1597
207 Times Securities Limited 1203350043297593 18,968. 569,040.00 .1597
208 Tobarrak Securities Ltd. 1202120045725081 18,968. 569,040.00 .1597
209 Total Communication Ltd. 1203220004814607 18,968. 569,040.00 .1597
210 Transcon Securities Ltd. 1204390019842064 18,968. 569,040.00 .1597
211 Trust Bank Securities Limited 1205660050869603 18,968. 569,040.00 .1597
212 UCB Capital Management Ltd 1205590053704098 18,968. 569,040.00 .1597
213 UGC Securities Limited 1203770036375456 18,968. 569,040.00 .1597
214 UNICAP SECURITIES LIMITED 1201910000012968 14,225. 426,750.00 .1198
215 Uniroyal Securities Ltd 1201770000002901 18,960. 568,800.00 .1597
216 United Financial Trading Co. Ltd. 1203110029000391 18,969. 569,070.00 .1597
217 United Securities Limited 1204780065237057 14,225. 426,750.00 .1198
218 Uttara Exchange & Securities Ltd. 1301030000177454 18,968. 569,040.00 .1597
219 VANGUARD SHARES & SECURITIES LTD. 1206020000143363 18,960. 568,800.00 .1597
220 VISION CAPITAL MANAGEMENT LTD 1204280029275995 18,968. 569,040.00 .1597
221 Vantage Securities Ltd. 1204560021549096 18,968. 569,040.00 .1597
222 WIFANG SECURITIES LIMITED 1203520038128053 18,968. 569,040.00 .1597
223 Western Security Investment Mangement Ltd. 1202930033641081 18,969. 569,070.00 .1597
Sub Total 4,080,730. 122,421,900. 34.3584

208
SECTION: XXII
USE OF PROCEEDS

(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up :

ADN Telecom Limited will raise their capital through Initial Public Offering (IPO) for fund requirement of expansion of existing
its infrastructure and repayment of its debt. However, details of the estimated projects cost for this expansion project and
financing has been planned as under:

SL No. Particulars Required Amount in BDT

1 BMRE for infrastructure development 326,660,018
2 Data center setup 93,236,609
3 Loan repayment 120,603,373
Estimated IPO Expenses
4 (Details of estimated IPO expenses approx. have been incorporated in section VI 29,500,000
(f) (m) of this Prospectus.
Total 570,000,000

BREAKDOWN OF USE OF IPO PROCEEDS:

1. BMRE for infrastructure Development:

BMRE for infrastructure development includes the project of Regional Aggregation Hub (RAH), District Aggregation POP (
DAP) & Infra Connect POP( ICP), Dense Wavelength Division Multiplexing (DWDM) and Operation Support System-
Business Support System (OSS-BSS). Cost of Projects is separately described as below:

SL Projects Short description Amount in BDT

Project includes establishing of 89 new POPs (RAH-
7, DAP-50 and ICP-32).
Nationwide POP infrastructure Project to connect
1A RAH, DAP & ICP Project 150,030,920
Domeststic and International Corporate customers in
the most cost effective way and to improve Quality of
Service to gain customer satisfaction.
ADN Telecom has planned to deploy 2 DWDM rings
in Dhaka Metro including Gazipur and Savar, each
1B DWDM Project ring having 5 hubs. It will have ring protection for 88,745,603
uninterrupted availability and will upgrade to the
capacity of 40Gbps bydeploying DWDM system.
Through OSS-BSS we will be able to manage
Network systems, Service delivery, service fulfillment,
including the network inventory, activation,
1C OSS-BSS Project 87,883,495
provisioning, service assurance and customer care in
most efficient way and improve overall customer
experiences.
Total 326,660,018

209
1A. RAH, DAP & ICP Project:

RAH- Regional Aggregation Hub

Rangpur RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin

Cisco ASR 920-4SZ, Dimension 1U,

Router Capacity up to 64 Gbps, Line Card:10/1G USA Pcs 1 749,000 749,000
Warrenty: 1Year

Cisco Catalyst 3750-X (WS-C3750X-48T-

Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps

Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000

Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface Type India Pcs 1 755,000 755,000
E1/STM1/STM4/STM16/GE/FE.
Multiplexer
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack China Pcs 2 76,500 153,000
Depth x 2055mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 450 32 14,400
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 40 160 6,400
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 40 120 4,800
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320
Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 28 1,500 42,000
Converter
Optical Line Terminal Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height

210
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 45 550 24,750
1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Timer, Japan Pcs 2 160,000 320,000
Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000
Inverter ( 3 KVA, @48V DC input ) Model:
Inverter China Pcs 1 82,500 82,500
TP630, Brand: TBB
SHENZHEN XYC Front Terminal GEL
Battery Battery 12V, 150AH. Backup time: 6hours China Pcs 8 25,000 200,000
at full load
1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
POP & Office setup Furniture and Fixture Local Lot 1 450,000 450,000
Sub Total: 5,779,070

Rajshahi RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Cisco ASR 920-4SZ, Dimension 1U,
Router Capacity up to 64 Gbps, Line Card:10/1G, USA Pcs 1 749,000 749,000
Warrenty: 1Year
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000
Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface Type India Pcs 1 755,000 755,000
E1/STM1/STM4/STM16/GE/FE.
Multiplexing
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack China Pcs 2 76,500 153,000
Depth x 2055mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 500 32 16,000
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 50 160 8,000
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 48 120 5,760
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320

211
 Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 32 1,500 48,000
Converter
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
termination(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 50 550 27,500
1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Timer, Japan Pcs 2 160,000 320,000
Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000

Inverter ( 3 KVA, @48V DC input ) Model:

Inverter China Pcs 1 82,500 82,500
TP630 , Brand: TBB

SHENZHEN XYC Front Terminal GEL

Battery Battery 12V, 150AH. Backup time: 6hours China Pcs 8 25,000 200,000
at full load
1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
Office Decoration Furniture and Fixture Local 1 450,000 450,000
Sub Total 5,791,980

212
 Bogra RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Cisco ASR 920-4SZ, Dimension 1U,
Router Capacity up USA Pcs 1 749,000 749,000
to 64 Gbps, Line Card:10/1G
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000
Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface Type India Pcs 1 755,000 755,000
E1/STM1/STM4/STM16/GE/FE.
Multiplexing
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack China Pcs 2 76,500 153,000
Depth x 2055mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 400 32 12,800
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 45 160 7,200
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 40 120 4,800
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320
Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 32 1,500 48,000
Converter
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
termination(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 40 550 22,000

213
 1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Japan Pcs 2 160,000 320,000
Timer, Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000

Inverter ( 3 KVA, @48V DC input ) Model:

Inverter China Pcs 1 82,500 82,500
TP630 , Brand: TBB

SHENZHEN XYC Front Terminal GEL

Battery Battery 12V, 150AH. Backup time: 6hours China Pcs 8 25,000 200,000
at full load
1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
POP & Office setup Furniture and Fixture Local 1 450,000 450,000
Sub Total 5,781,520

Barisal RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Cisco ASR 920-4SZ, Dimension 1U,
Router USA Pcs 1 749,000 749,000
Capacity up to 64 Gbps, Line Card:10/1G
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000
Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface Type India Pcs 1 755,000 755,000
E1/STM1/STM4/STM16/GE/FE.
Multiplexing
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack China Pcs 2 76,500 153,000
Depth x 2055mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 350 32 11,200
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 37 160 5,920
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 38 120 4,560
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320
Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 25 1,500 37,500
Converter

214
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
termination(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 39 550 21,450
1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Japan Pcs 2 160,000 320,000
Timer, Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000
Inverter ( 3 KVA, @48V DC input ) Model:
Inverter China Pcs 1 82,500 82,500
TP630 Brand: TBB
SHENZHEN XYC Front Terminal GEL
Battery Battery 12V, 150AH. Backup time: 6hours China Pcs 8 25,000 200,000
at full load
1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
POP & Office setup Furniture and Fixture Local 1 450,000 450,000
Sub Total 5,767,350

Mymensingh RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Cisco ASR 920-4SZ, Dimension 1U,
Router USA Pcs 1 749,000 749,000
Capacity up to 64 Gbps, Line Card:10/1G
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000

215
 Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface India Pcs 1 755,000 755,000
TypeE1/STM1/STM4/STM16/GE/FE.
Multiplexing
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack China Pcs 2 76,500 153,000
Depth x 2055mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 450 32 14,400
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 42 160 6,720
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 38 120 4,560
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320
Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 28 1,500 42,000
Converter
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
termination(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 50 550 27,500
1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Japan Pcs 2 160,000 320,000
Timer, Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000

216
 Inverter ( 3 KVA, @48V DC input )
Inverter China Pcs 1 82,500 82,500
Model: TP630 Brand: TBB

SHENZHEN XYC Front Terminal GEL

Battery Battery 12V, 150AH. Backup time: 6hours China Pcs 8 25,000 200,000
at full load
1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
POP & Office setup Furniture and Fixture Local 1 450,000 450,000
Sub Total 5,781,900

Comilla RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Cisco ASR 920-4SZ, Dimension 1U,
Router USA Pcs 1 749,000 749,000
Capacity up to 64 Gbps, Line Card:10/1G
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000
Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface Type India Pcs 1 755,000 755,000
E1/STM1/STM4/STM16/GE/FE.
Multiplexing
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack Depth x China Pcs 2 76,500 153,000
2055mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 400 32 12,800
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 50 160 8,000
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 48 120 5,760
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320
Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 26 1,500 39,000
Converter
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
termination(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.

217
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 45 550 24,750
1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Japan Pcs 2 160,000 320,000
Timer, Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000

Inverter ( 3 KVA, @48V DC input )

Inverter Model: TP630 China Pcs 1 82,500 82,500
Brand: TBB

SHENZHEN XYC Front Terminal GEL

Battery Battery 12V, 150AH. China Pcs 8 25,000 200,000
Backup time: 6hours at full load
1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
POP & Office setup Furniture and Fixture Local 1 450,000 450,000
Sub Total 5,777,030

Kustia RAH
Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Cisco ASR 920-4SZ, Dimension 1U,
Router USA Pcs 1 749,000 749,000
Capacity up to 64 Gbps, Line Card:10/1G
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 1 445,000 445,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 1 109,000 109,000
Tejas TJ1400, Dimension 2U, Capacity
up to 10Gbps, Interface Type India Pcs 1 755,000 755,000
E1/STM1/STM4/STM16/GE/FE.
Multiplexing
Tejas TJ1270, Dimension 1U, Capacity
up to 2.5Gbps, Interface Type India Pcs 2 382,000 764,000
E1/STM1/STM4/STM16/GE/FE.
Size: 42U – 800mm Width x 1000mm
Network Rack China Pcs 2 76,500 153,000
Depth x 2055mm Height

218
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 3 18,000 54,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 425 32 13,600
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 50 160 8,000
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 35 120 4,200
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 6 220 1,320
Slots: 14, Nominal output Voltage range
Fiber Media
220V, Power Consumption: 240W max, China Pcs 2 15,000 30,000
Converter Chassis
Brand: Totten
Fiber Optical
Distribution 24 Port Local Pcs 2 4,000 8,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 25 1,500 37,500
Converter
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 1 115,000 115,000
termination(OLT) Dimension 1U,
3-leg tower with aviation light, Lighting
Tower Arrestor with 16mm 03ft copper rod, Local Feet 80 2,800 224,000
including supply & installation
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 4 85,000 340,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 3 40,000 120,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 4 12,000 48,000
Radio Radio
Size: 42U – 800mm Width x 1000mm
Power Rack Local Pcs 1 25,000 25,000
Depth x 2055mm Height
Power Distribution
W x L x D, 16x22x6 inch Local Inch 1 6,000 6,000
Box (MDB)
MCB TP: 63A, Brand: Legrand Local Pcs 1 3,000 3,000
MCB TP: 32A, Brand: Legrand Local Pcs 2 2,200 4,400
Circuit Breaker
MCB DP:16A, Brand: Legrand Local Pcs 4 1,200 4,800
MCB SP: 10A, Brand: Legrand Local Pcs 4 300 1,200
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 35 550 19,250
1x10rm, Brand: BRB Local 300 Meter 1 11,000 11,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 1 5,000 5,000
3x2.5re, Brand: BRB Local 300 Meter 1 12,500 12,500
Capacity: 2T, Brand: General, With AC
Air Conditioner Japan Pcs 2 160,000 320,000
Timer, Supply, Deliver & Installation
Type of Camera: IR Dome, Resolution:
CCTV China Pcs 1 40,000 40,000
1.3 MP
Access Control
Finkey Access China Pcs 1 70,000 70,000
System
Generator (Diesel) Aksa 10 KVA with Canopy Turkey Pcs 1 344,000 344,000
Rectifier Eltek Flatpack 2, 9 KW China Pcs 1 152,000 152,000

Inverter ( 3 KVA, @48V DC input )

Inverter Model: TP630 China Pcs 1 82,500 82,500
Brand: TBB

SHENZHEN XYC Front Terminal GEL

Battery Battery 12V, 150AH. China Pcs 8 25,000 200,000
Backup time: 6hours at full load

219
 1x10rm NYY, Plained annealed Copper
Grounding Local Pcs 1 40,000 40,000
conductor.Earthing Chamber: 3 Pit
POP & Office setup Furniture and Fixture Local 1 450,000 450,000
Sub Total 5,769,270
A: Total cost for RAH 40,448,120

DAP- District Aggregation POP (Number of DAP 50)

Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Juniper ACX 2200 DC, Dimension 1U,
Router Capacity up to 2 Gbps, Interface USA Pcs 50 350,000 17,500,000
Type:10/100/1000Mbps
Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 50 445,000 22,250,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 50 109,000 5,450,000
Size: 22U – 800mm Width x 1000mm
Network Rack China Pcs 50 40,000 2,000,000
Depth x 1082mm Height
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 100 16,000 1,600,000
Fiber Optic Cable 12 Core Cable for backbone Local Meter 15000 32 480,000
Fiber Patch Cord SC/SC, SC/LC, FC/LC Local Pcs 1250 160 200,000
Fiber Patch Cord
SC/SC, SC/LC, FC/LC Local Pcs 1250 120 150,000
Adapter
Fiber Jointer Box 4 Way Terminal Joint Local Pcs 200 220 44,000
Fiber Optical
Distribution 24 Port Local Pcs 50 4,000 200,000
Frame (ODF)
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 300 1,500 450,000
Converter
Optical line Phyhome FHL1012B Gigabit EPON OLT,
China Pcs 50 120,000 6,000,000
termination(OLT) Dimension 1U,
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 100 85,000 8,500,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Radio Base Station Cambium ePMP™ 2000 with
USA Pcs 150 40,000 6,000,000
with Sector Antenna Beamforming Antenna
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 100 12,000 1,200,000
Radio Radio
Circuit Breaker MCB SP: 10A, Brand: Legrand Local Pcs 100 300 30,000
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 600 550 330,000
Electric Cable 110/76-3Core, Brand: BRB Local 300 Meter 50 5,000 250,000
B: Total Cost for DAP 72,634,000

ICP-Infra Connect POP (Number of ICP 50)

Country
Technical Specification and Measure
Particulars of Qty Rate Amount (BDT)
Equipment Details of Unit
Origin
Juniper ACX 2200 DC, Dimension 1U,
Router Capacity up to 2 Gbps, Interface USA Pcs 32 350,000 11,200,000
Type:10/100/1000Mbps

220
 Cisco Catalyst 3750-X (WS-C3750X-48T-
Switch L) 48 Port, Dimension 1U, Interface USA Pcs 32 445,000 14,240,000
Type:10/100/1000Mbps
Bandwidth Manager MikroTik CCR1036-8G-2S+EM Latvia Pcs 32 109,000 3,488,000
UTP Cable Category: Cat-6, Brand: Belden / Panduit China Box 64 16,000 1,024,000
Fiber Media
1.25G Duplex, Brand: CNET/DELL China Pcs 128 1,500 192,000
Converter
UBNT 5 GHz, (Model AF-5X) high
Point to Point
Throughput Point to Point Backhaul Radio
Backhaul Radio with USA Pcs 64 85,000 5,440,000
with UBNT The AF-5G30-S45 offers 30
Antenna
dBi of gain antenna.
Point to Point Access Cambium ePMP Force 180 Integrated
USA Pcs 96 12,000 1,152,000
Radio Radio
Circuit Breaker MCB SP: 10A, Brand: Legrand Local Pcs 32 300 9,600
MK box with Socket Capacity 13A, Brand: Legrand Local Pcs 224 550 123,200
Electric Cable(Coil) 110/76-3Core, Brand: BRB Local Coil 16 5,000 80,000
C: Total Cost for ICP 36,948,800

Total Cost of RAH, DAP and ICP (A+B+C) 150,030,920

1B. DWDM (Dense Wavelegth Division Multiplexing) Project

Metro DWDM Ring Network Project Dhaka for 10 sites of ADN Telecom

Unit
Country of Unit Amount
Particulars Technical Specifications and Product Details Of Qty
Origin Price (BDT)
Measure
Bidirectional DWDM fibre Equipment system;
Normal PoPs with DWDM fibre connectivity in Local POP 5 500,000 2,500,000
RING
DWDM Multi directional DWDM fibre connectivity,
Equipment additional power system; additional allied Local POP 2 60,000 120,000
system equipment space provisioning needed
Installation Multi directional (More than 3 direction) DWDM
fibre connectivity, additional power system;
Local POP 5 700,000 3,500,000
additional allied equipment space provisioning
needed
ETSI ONE RACK WITHOUT TRU/DOOR European Union POP 10 86,334 863,342
Rack POWER DISTRIBUTION UNIT - ETSI (12 INPUT,
European Union POP 10 3,129,666
12 OUTPUTS) 312,967
PSS36 SHELF KIT European Union Module 10 1,117,995 11,179,947
PFC PSS-36 POWER FILTER - B VERSION 20 122,434 2,448,684
FAN UNIT European Union Module 10 137,932 1,379,322
Shelf &
PSS-36 FIRST LEVEL CONTROLLER - ECC European Union Module 20 223,171 4,463,424
Commons
PSS-36 SWITCHED INSTALLATION KIT- ETSI European Union Module 10 79,071 790,708
PLUG KIT, XFP DUMMY European Union Module 10 5,373 53,726
SFP DUMMY PLUG KIT European Union Module 10 1,364 13,638
Matrix MT1T9C PSS-36 MATRIX 1.9T 20 815,815 16,316,294
TDM & 10AN10GC - 10X10G ANY VER C European Union Module 10 1,935,778 19,357,783
PACKET
cards 24ANMB 24 X MULTIRATE UNIVERSAL /SFP (B) 10 1,055,515 10,555,148
Optical ALU XFP I-64.1/10GBE BASE-L -40/+85 European Union PC 24 39,055 937,319
Modules ALU SFP GBE SX -40/+85 European Union PC 76 3,348 254,415

221
 DL380 GEN9 2CPU 16 CORE
1350 RHEL OEM LINUX 5YR SUBSCRIPTION 1-
NMS
2, SWL-1350_PLAT_SJVS
(Hardware
ESWL-MYSQL EE PERSERVER AND M&S- European Union Lot 1 2,837,856 2,837,856
and Software
1350OMS
Systems)
SWL-1350_PLAT_ORDB_LX2-2
GO-GLOBAL UX V2.2 (1 USER)OEM 5Y ALC.50
Services Installation & Comissioning Local POP 10 734,433 7,344,330
1830 PSS (Photonic Service Switch) R 8.x
Introduction
1830 PSS (Photonic Service Switch) -16/32 R 9.0
SWDM Operation & Maintenance
Training Local/International Batch 5 140,000 700,000
1830 PSS (Photonic Service Switch) -36/64 R 8.x
OCS Operation & Maintenance
1350 OMS R.14.0 managed plane for 1830 PSS
WDM & 1830 PSS OCS O&M
Total Cost 88,745,603

1C. OSS-BSS Project

Name of Technical specification and

Country of Origin Measure of unit Qty Rate Total cost
Particulars Equipment details
Enter prise circuit-10000,
Domestic circuit - 10000.
Modules are: Customer Web Self
Care, Customer Relationship
Base software Management, Order management,
platform for in Billing and invoicing, Inventory India pcs 1 41,041,000 41,041,000
scope modules management, Voucher
management,Trouble ticketing,
Work order management, Work
force management, Reports and
monitoring tool. Warranty 1 year.
Implementation Implementation of all
including AAA in modulesexcept Work Force India job 1 22,550,000 22,550,000
year 1 Management (WFM)
WFM to be
implemented in Implementation of WFM India job 1 6,150,000 6,150,000
Year 2
Customization of Process customization to fit in the
India job 1 4,100,000 4,100,000
the process company process
Server Specs for Portals {Chassis
Blades} on RHEL 6.x 64-bit:
Server for
2x8 Core Intel Xeon CPUs, 128 GB USA Pcs 2 752,200 1,504,400
Portals
RAM, 4 x 1G NIC ports, 2x600 GB
SAS HDD
Server Specs for CRM, OM
{Chassis Blades} on RHEL 6.x 64-
Server for CRM, bit:
USA pcs 2 683,825 1,367,650
OM 2x8 Core Intel Xeon CPUs, 64 GB
RAM, 4 x 1G NIC ports, 2x600 GB
SAS HDD (15K RPM)
Server Specs for OCS {Chassis
Blades} on RHEL 6.x 64-bit:
Server for OCS 2x8 Core Intel Xeon CPUs, 64 GB USA pcs 2 705,000 1,410,000
RAM, 4 x 1G NIC ports, 2x600 GB
SAS HDD (15K RPM)

222
 Server Specs for Crestel Billing
{Chassis Blades} on RHEL 6.x 64-
Server for billing bit: 2x8 Core Intel Xeon CPUs, 128 USA pcs 2 752,200 1,504,400
GB RAM, 4 x 1G NIC ports, 2x600
GB SAS HDD
Server Specs for Crestel
Provisioning, WFM {Chassis
Server for Blades} on RHEL 6.x 64-bit:
USA pcs 2 752,200 1,504,400
provisioning 2x8 Core Intel Xeon CPUs, 128 GB
RAM, 4 x 1G NIC ports, 2x600 GB
SAS HDD
Server Specs for Monitoring +
Reporting Server {Rack Mounted
Server for
Server} on RHEL 6.x 64-bit:
monitoring and USA pcs 1 683,825 683,825
2x8 Core Intel Xeon CPUs, 64 GB
Reporting
RAM, 4 x 1G NIC ports,2x600 GB
SAS HDD
Server Specs for Crestel RDBMS
{Chassis Blades} on RHEL 6.x 64-
bit:
Server for
2x8 Core Intel Xeon CPUs, 128 GB USA pcs 2 819,000 1,638,000
RDBMS
RAM, 6 x 1G NIC ports, 2 HBA
ports, 2x600 GB SAS HDD (15K
RPM)
Server Specs for Test Server {Rack
Mounted Server} on RHEL 6.x 64-
Server for test bit:
USA pcs 2 790,000 1,580,000
server 2x8 Core Intel Xeon CPUs, 64 GB
RAM, 6 x 1G NIC ports, 2x600 GB
SAS HDD

42 Unit Rack China pcs 1 240,200 240,200

Rack for servers
SAN Storage Production dual
Storage controller 32 GB cache memory per USA pcs 1 1,414,300 1,414,300
controller
L3 LAN Switch (48 ports) - 1G and
LAN switch USA pcs 2 587,660 1,175,320
10G ports
L2 switch 8 port L2 switch China pcs 2 10,000 20,000
Total Cost 87,883,495

Technical Specification and Equipment Product Measure of

Particulars Quantity Rate Total Cost
details Origin Unit
Decoration & Interior Work

Brand: Uniflair by Schneider Electric.

Model:30KAL, calcium sulphate panel, 30
Raised Floor System mm, aluminium foil thick. 0,05mm on bottom Italy Sft 2200 858 1,887,600
and HPL laminate col. 577 thick. 0,9mm on
top, black self- extinguishing edge banding

223
 Brand: Uniflair by Schneider Electric.
Perforated panels are used where the free
under-floor plenum is used for distributing air.
Perforated metal panels with 588 holes are in
flat steel sheet with a thickness of 3mm,
secured to a frame consisting of metal grilles
Ventilation Panel Italy Sft 220 4,309 948,024
of adequate thickness. The holes are of
13mm diameter and are laid out according to
precise geometry. The covering – perforated
to the same geometry – is glued on to the
panel thus constructed. All metal parts are
varnished.

To supply, fitting and fixing of Thermal

Insulation with both side Anti static Foil paper
Insulation pasting (Top side Foil cloth and down side China Sft 2420 200 484,000
plain foil paper for heat preservation and
sound absorption)

Making of Ramp with Metal Sheet (size

Ramp LXWXH: 7’-0” x 5’-8” x 1’-4”) made with best N/A Nos 1 50,000 50,000
quality Metal Sheet all complete

SRG-Signal References
1x10 rm BYA , Brand: BRB/BBS Local Lot 1 150,000 150,000
Grid

Brand: APC (Schneider), Model: KoldLok®(

Air Grommet AR7730), Size: HXWXD=29mm , USA Nos 60 2,500 150,000
2.9CMX279mm , 27.9CMX209mm , 20.9CM

installation would be done by TIA 942

Installation N/A Job 1 600,000 600,000
Standard by supplier

5" brick work with 1st class bricks in cement

Brick work Local Sft 438 125 54,750
mortar(1:4)
Plaster work 1/2" thick plaster Local Sft. 875 30 26,250
Paint work Normal Wall Paint Local sft 2074 25 51,850
Epoxy Paint work inside
Epoxy paint for server room and power room Local Sft 875 165 144,375
Data center

Tempered glass door Tempered glass door (size: 3'-0"X 7'-0") Local Nos 2 19,000 38,000

Tempered glass Double

Tempered glass door (size: 5'-0"X 7'-0") Local Nos 2 38,000 76,000
door

Dimension: 5' x 7 Feet, Protection 2 hrs

Fire Rated Double Door Local Nos 2 128,000 256,000
Rating Standard/UL 10c/NFPA 80.

For NOC, Emergency Door, Dimension: 3.5 x

Fire Rated SS Door 7 Feet, Protection 2 hrs Rating Standard/UL Local Nos 2 85,000 170,000
10c/ NFPA 80

Supply, fitting & fixing made by plastic wood/

Logo glass & sticker at Inside & Entry, as per Local Job 1 20,000 20,000
direction

PoE-Touch Fingerprint and RFID Access

Access Control System China Nos 7 35,000 245,000
Control, Brand: ANVIZ, Model : P7

224
 IP Metal Doom Type Indoor/Outdoor, 3 MP
progressive scan CMOS(IP67) Brand:
China Nos 16 15,000 240,000
DAHUA,
CCTV Model: IPC-HDW 1320SP (3-MP),

HDD (Hard Disk Drive), NVR (Network Video

Job 1 250,000 250,000
Recorder), Supply & Installation

Master control panel Brand: Maser; Origin:

Pest Control India VHFO digital mini control panel for India Set 3 100,000 300,000
rodent repellant system

LED Display 4 nos 55" Display Brand: China China Nos 2 75,000 150,000
Electrical and Mechanical -

MDB 1 & 2 : 16 & 18 SWG (Standard Wire

Gauge) Sheet steel fabricated, Floor/Wall
mounting with top and bottom cable entry
including bus bar, MCCB (Molded case circuit Local set 2 411,615 823,230
breakers) circuit breaker & Metering panel,
Box is local & Circuit Breaker Brand:
Schneider Electric /ABB

UPS DB 1 & 2 : 16 & 18 SWG (Standard

Wire Gauge) Sheet steel fabricated,
Floor/Wall mounting with top and bottom
cable entry including bus bar, MCCB (Molded Local Set 2 269,590 539,180
case circuit breakers) circuit breaker &
Metering panel, Box is local & Circuit Breaker
Brand: Schneider Electric /ABB

CRAC DB: 16 & 18 SWG Sheet steel

fabricated, Floor/Wall mounting with top and
bottom cable entry including bus bar, MCCB
Local set 2 259,240 518,480
(Molded case circuit breakers) circuit breaker
& Metering panel, Box is local & Circuit
Breaker Brand: Schneider Electric /ABB

Electrical Goods SECURITY DB : Box type single phase

circuit breaker holder with N+PE . Panel
Dimension :(153x254x153) mm (L X W XD). Local set 1 110,980 110,980
Box is local & Circuit Breaker Brand:
Schneider Electric /ABB

MCO (Manual Change Over) 63A TP: 18

SWG Sheet steel fabricated, wall mounting
India set 7 20,000 140,000
with top and bottom cable entry. Box is local &
Circuit Breaker Brand: Hevels

Industrial Socket for Rack, Capacity: 32A Local set 100 3,500 350,000

MK & Combined Socket, Brand: Legrand Local Nos 20 850 17,000

Generator ATS Panel: Brand: ISP /PARMEC,

UK Set 2 383,040 766,080
Capacity: 500 KVA

Energy Management Solution: To monitor &

simulating all node power consumption with
USA Set 1 350,000 350,000
web base dashboard Brand: Schneider
Electric, Software license: 1 Year

Surge Protection Device, Brand: Emerson,

USA Nos 2 100,000 200,000
50KA for MDB

225
 Cable for MDB 1 & 2, Brand: BRB/BBS Cable
1Cx300rm NYY Plain annealed Copper Local Meter 500 3,055 1,527,500
conductor

Cable for AVR 1 & 2 Input/Output , Brand:

BRB/BBS Cable 1Cx95rm NYY Plain local Meter 184 993 182,712
annealed Copper conductor

Cable for UPS-1 & UPS-2 Incoming &

Bypass, Brand: BRB/BBS Cable 1Cx120rm Local Meter 250 1,241 310,250
NYY Plain annealed Copper conductor

Cable for UPS-1 & UPS-2 outgoing, Brand:

BRB/BBS Cable 1Cx120rm NYY Plain Local Meter 128 1,241 158,848
annealed Copper conductor

From MDB-1 & MDB-2 to CRAC DB Brand:

BRB/BBS Cable 1x95rm NYY Plain annealed Local Meter 80 933 74,640
Copper conductor.

Cable for MDB A & MDB B to Utility DB,

Brand: BRB/BBS Cable 1x16rm NYY Plain Local Meter 80 826 66,080
annealed Copper conductor

Insulated Cable for Commando Socket, AC

wiring, Power Utility wiring, Security system
Local Meter 1000 200 200,000
wiring: Brand: BRB/BBS Cable 3x4rm BYA
Plain Copper conductor

Electrical Cable
Generator & PDB with ATS (Automatic
Transfer Switch) panel installation for backup
Generator. Brand: BRB/BBS Cable 1x300rm Local Meter 900 3,055 2,749,500
NYY Plain annealed Copper conductor
Local

Earthing cable for MDB 1 & 2, Brand:

BRB/BBS Cable 1Cx150rm BYA Plain Local Meter 300 1,450 435,000
annealed Copper conductor

Earthing cable for AVR 1 & 2 Input/Output ,

Brand: BRB/BBS Cable 1Cx50rm BYA Plain local Meter 48 493 23,664
annealed Copper conductor

Earthing Cable for UPS-1 & UPS-2 Incoming

& Bypass, Brand: BRB/BBS Cable 1Cx70rm Local Meter 48 687 32,976
BYA Plain annealed Copper conductor

Earthing Cable for UPS-1 & UPS-2 outgoing,

Brand: BRB/BBS Cable 1Cx70rm BYA Plain Local Meter 24 687 16,488
annealed Copper conductor

Earthing cable for PAC DB Brand: BRB/BBS

Cable 1x50rm BYA Plain annealed Copper Local Meter 24 493 11,832
conductor.

Earthing cable for Light & Power Sockets :

Brand: BRB/BBS Cable 1x1.5rm BYA Ecc local Meter 400 25 10,000
Plain Copper conductor.

226
 From suitable place to Data Center floor :
Grounding Cable Size: 1x70rm BYA Plain annealed Local Job 1 457,000 457,000
Copper conductor. Earthing Chamber: 6 Nos

Automatic Voltage Installation, Testing & Commissioning,

China Nos 2 700,000 1,400,000
Regulator Capacity: 150 KVA, Phase: 3:3 for PAC,

Brand: APC, Model: SY64K160H with

Modular Battery , Output power capacity: 64
Online UPS USA Nos 2 4,800,000 9,600,000
KVA, Backup time: 30mins at full load
Warrenty: 1 year

Capacity 500 KVA, with Foreign Canopy &

ATS (Auto transfer switch), Brand: ISP
Generator (Diesel) UK No 2 5,450,418 10,900,836
/PARMEC
Fuel Tank: Liter 928

Electrical Cable Tray/Ladder for total data

Electrical Cable
center. 16 & 18 SWG Sheet fabricated with Local Job 1 558,000 558,000
Tray/Ladder
inside cable laying with cover

Supply, Delivery & Installation with

Installation Charge N/A Job 1 744,957 744,957
Commissioning

Brand: Uniflair / Emerson, Country of origin:

Italy, Type: Inverter, Total cooling capacity:
Precision Air Conditioner Italy Nos 7 2,574,000 18,018,000
35.3 KW/10Ton, Sensible cooling capacity:
33.0 KW, Warrenty: 1 Year

Capcity: 2T, Brand: General, With AC Timer,

Comfort Air Conditioner Supply, Deliver & Installation for Power Japan Nos 6 150,000 900,000
Room, Warrenty: 1Year

3 in 1 –Dehumidifier, Moisture Removal: 20

De-Humidifier for power Litres/Day, Air-Purifier and Dryer.
USA Nos 2 45,000 90,000
room Dehumidifier for Server & Power Room,
Brand: White Westinghouse

Automatic Fire Suppression System for

Automatic Fire Server Room & Power Room, NAF-S125 with
Suppression System - Cylinder & Accessories, Brand: Safety Hitech Italy set 1 3,516,159 3,516,159
NAFS 125 with all fittingns materials supply, installation,
testing & commissioning by local agent.

Very Early Smoke

VESDA System for Server & Power Room,
Detection Apparatus Australia Set 2 275,000 550,000
Brand: Xtralis
(VESDA)

Brand: J & R, A - 5 Kg ABCE dry power and

Portable Fire
B, E - 3 kg CO2 Fire Extinguisher by local China Nos 6 5,500 33,000
Extinguisher
agent.

Brand - SYSTIMAX/ LS, All type of network

connectivity along with Connector, Wire
LAN (UTP & Fiber) Manager, Patch panel etc with CAT6a USA job 1 2,000,000 2,000,000
cable,OM3 Fiber cable, Brand: SYSTIMAX/
LS

227
 Size: 42U – 600mm Width x 1070mm Depth x
Server Rack & Network
1991mm Height. With 2 Nos of 32A Power USA Nos 60 110,000 6,600,000
Rack with PDU
Distribution Unit in per rack, Brand: APC

Supply, Install, Testing & Comissioning of

Modular Cold Aisle Containment, Brand: APC,
USA Nos 1 1,333,333 1,333,333
Capacity: w- 4 ft x L- 20 ft x H 7 ft per
Containment.

Supply, Install, Testing & Comissioning of

Modular Cold Aisle Containment, Brand: APC,
USA Nos 1 1,200,000 1,200,000
Capacity: w- 4 ft x L- 18 ft x H 7 ft per
Containment.
Modular Containment
Solutions
Supply, Install, Testing & Comissioning of
Modular Cold Aisle Containment, Brand: APC,
USA Nos 1 666,667 666,667
Capacity: w- 4 ft x L- 10 ft x H 7 ft per
Containment.

Supply, Install, Testing & Comissioning of

Modular Cold Aisle Containment, Brand: APC,
USA Nos 1 800,000 800,000
Capacity: w- 4 ft x L- 12 ft x H 7 ft per
Containment.

Training on Certified Data Center Facility

Datacenter Training Operation Manager (CDFOM) & Certified N/A Person 2 100,000 200,000
Data Center Professional (CDCP)

ANSI/TIA-942 DATACENTER AUDIT &

Audit & Certification Singapur Job 1 2,500,000 2,500,000
CERTIFICATION SERVICES Rated/Tier-3

Hand Pallet Hydraulic Hand Pallet Hydraulic Truck for Data

China Nos 1 50,000 50,000
Truck Center,Capacity : 3ton, Brand: Any Chinese

Data Center Active Device Part -

Brand: APC, Model: AP9765, Features: #

Rack Elevation View, # Workflow Process, #
Data center
Cooling and Environmental Monitoring, #
infrastructure USA Job 1 2,254,915 2,254,915
Alarm Notification, # Infrastructure Device
management (DCIM)
Management, # API, # Reporting etc.,
Software License: 1 Yr

Additional Items -

Room Size: 20ftx25ft

Generator Room
Materials: 5" brick work with 1st class bricks in Local Job 1 1,055,300 1,055,300
Construction
cement morter(1:5)

10" brick work with 1st class bricks in cement

10" Brick Local Sft 550 200 110,000
morter(1:5)

228
 Reinforced Cement Concrete (R.C.C.) work:
5" x 6" Lintel: Local Rft 44 294 12,936
Cement: sand: brick/stone chips (1:2:4)

Fire Rated Partition over various areas with

12mm thick fire rated gypsum board in double
layer fixing over GI framing with C-Channel of
2’ c/c spacing in bottom end 3’ c/c on top in/c
Fire Rrated Gypsum
carrying hanging with GI hook and adjustable Local Sft 2300 320 736,000
Partition (Double Layer):
clip at 3’c/c in one direction and 2’ c/c in
opposite all complete as per direction of the
authority. (In Data Center, Power Room
inside) Brand: Elephant, Origin: Thailand.
Supply, fitting/fixing of Sliding Glass door,
Sliding Glass door Local Sft 130 295 38,350
size: 4'8" & 6'6"
Stair Metal Sheet ramp with red oxide paint Local Job 1 8,925 8,925
Utility DB : 16 & 18 SWG (Standard Wire
Gauge) Sheet steel fabricated, Floor/Wall
mounting with top and bottom cable entry
including bus bar, MCCB (Molded case circuit Local Set 1 275,000 275,000
breakers) circuit breaker & Metering panel,
Box is local & Circuit Breaker Brand:
Schneider Electric /ABB

Busway System for Data Center:

250A busway,End cable tap box / End feed
unit -- 250A,32A-1P Tap-off unit / Plug-in
France job 1 5,968,100 5,968,100
unit,for double feeder circuits -- c.w. 32A SP
MCB (x2) & IEC309 angled sockets (x2)
Brand: Schneider Electric

Industrial Socket for Rack, Capacity: 16A Local set 20 1,600 32,000

Cable for MDB 1 & 2 to Rectifier 1 & 2 ,

Brand: BRB/BBS Cable 1Cx25rm NYY Plain Local Meter 100 289 28,900
annealed Copper conductor

Electrical Goods with Cable for MDB 1 & 2 to Rectifier 1 & 2 ,

Cable Brand: BRB/BBS Cable 1Cx35rm NYY Plain Local Meter 300 386 115,800
annealed Copper conductor

Cable for CRAC DB 1 & 2 to CRAC

1,2,3,4,5,6,7 Brand: BRB/BBS Cable
Local Meter 1000 192 192,000
1Cx16rm NYY Plain annealed Copper
conductor

Cable for CRAC 1,2,3,4,5,6,7 to Outdoor

1,2,3,4,5,6,7 Brand: BRB/BBS Cable 4Cx6rm Local Meter 250 361 90,250
NYY Plain annealed Copper conductor

Cable for MDB 1 & 2 to SPD 1 & 2 Brand:

BRB/BBS Cable 4Cx4rm NYY Plain annealed Local Meter 120 260 31,200
Copper conductor

Cable for Rectifier 1 & 2 to Load Brand:

BRB/BBS Cable 2x6rm NYYF Plain annealed Local Meter 300 289 86,700
Copper conductor

Insulated Cable for Industrial Socket, Brand:

BRB/BBS Cable 3x6rm NYY Plain Copper local Meter 300 271 81,300
conductor

229
 Insulated Cable for Combined Socket, Brand:
BRB/BBS Cable 3x2.5rm BYA Plain Copper local Meter 200 128 25,600
conductor

Insulated Cable for Power Utility wiring,

Security system wiring: Brand: BRB/BBS local Meter 1600 25 40,000
Cable 1x1.5rm BYA Plain Copper conductor

Earthing connection to the earthing board of

all Generators, UPS, Reftifier, AVR, MDB, local Job 1 97,220 97,220
Racks and other devices

PMM-1000, PMB-1960, BCM2-MCTcable-3M,

BCM-BCTcable-3M-1, BCM-BCTcable-3M-
Branch Circuit
2,BCM-BCTcable-3M-3,BCM-BCTcable-3M- France Job 1 888,500 888,500
Monitoring System
4,BCM-250A-CT-4PK, 4xBCM-60A-CT-12PK,
Brand: Legrand

Brand: ELTEK, with Modular Battery , Output

Rectifier System power capacity: 16KW expandable to 32 KW, Norway Set 2 803,433 1,606,866
Backup time: 30mins at full load

Must ensure 500 Lux in horizontal plane in all

Lighting System China Job 1 200,000 200,000
floor, Brand: OSAKA/ Saif Power,

When the normal AC power fails, the

emergency lighting system should sense the
Emergency Lighting power failure and immediately switches to the China Job 1 50,000 50,000
emergency mode, illuminating more than 10
lamps at a time.

ISP Open Type Rack for NetShelter 2 Post Rack 45U #12-24 Threaded
USA Nos 6 15,660 93,960
Meet Me Room Holes Black, Brand: APC

Wire Mesh Cable tray for 300mm*100mm U type wire mesh cable tray
China Job 1 510,725 510,725
Data Cable with Accessories , Brand: Lepin,

Fiber Raceway for Data

240mm Straight Section with Accessories China Job 1 581,821 581,821
Center
Total cost 93,236,609

2. Data Center Setup:

Technical Specification and Product Measure of

Particulars Quantity Rate Total Cost
Equipment details Origin Unit
Decoration & Interior Work
Raised Floor System Brand: Uniflair by Schneider Electric. Italy Sft 2200 858 1,887,600
Model:30KAL, calcium sulphate panel,
30 mm, aluminium foil thick. 0,05mm on
bottom and HPL laminate col. 577 thick.
0,9mm on top, black self- extinguishing
edge banding

230
Ventilation Panel Brand: Uniflair by Schneider Electric. Italy Sft 220 4,309 948,024
Perforated panels are used where the
free under-floor plenum is used for
distributing air. Perforated metal panels
with 588 holes are in flat steel sheet with
a thickness of 3mm, secured to a frame
consisting of metal grilles of adequate
thickness. The holes are of 13mm
diameter and are laid out according to
precise geometry. The covering –
perforated to the same geometry – is
glued on to the panel thus constructed.
All metal parts are varnished.
Insulation To supply, fitting and fixing of Thermal China Sft 2420 200 484,000
Insulation with both side Anti static Foil
paper pasting (Top side Foil cloth and
down side plain foil paper for heat
preservation and sound absorption)
Ramp Making of Ramp with Metal Sheet (size N/A Nos 1 50,000 50,000
LXWXH: 7’-0” x 5’-8” x 1’-4”) made with
best quality Metal Sheet all complete
SRG-Signal 1x10 rm BYA , Brand: BRB/BBS Local Lot 1 150,000 150,000
References Grid
Air Grommet Brand: APC (Schneider), Model: USA Nos 60 2,500 150,000
KoldLok®( AR7730), Size:
HXWXD=29mm , 2.9CMX279mm ,
27.9CMX209mm , 20.9CM
Installation installation would be done by TIA 942 N/A Job 1 600,000 600,000
Standard by supplier
Brick work 5" brick work with 1st class bricks in Local Sft 438 125 54,750
cement mortar(1:4)
Plaster work 1/2" thick plaster Local Sft. 875 30 26,250
Paint work Normal Wall Paint Local sft 2074 25 51,850
Epoxy Paint work Epoxy paint for server room and power Local Sft 875 165 144,375
inside Data center room
Tempered glass door Tempered glass door (size: 3'-0"X 7'-0") Local Nos 2 19,000 38,000
Tempered glass Tempered glass door (size: 5'-0"X 7'-0") Local Nos 2 38,000 76,000
Double door
Fire Rated Double Dimension: 5' x 7 Feet, Protection 2 hrs Local Nos 2 128,000 256,000
Door Rating Standard/UL 10c/NFPA 80.
Fire Rated SS Door For NOC, Emergency Door, Dimension: Local Nos 2 85,000 170,000
3.5 x 7 Feet, Protection 2 hrs Rating
Standard/UL 10c/ NFPA 80
Logo Supply, fitting & fixing made by plastic Local Job 1 20,000 20,000
wood/ glass & sticker at Inside & Entry,
as per direction
Access Control PoE-Touch Fingerprint and RFID Access China Nos 7 35,000 245,000
System Control, Brand: ANVIZ, Model : P7
CCTV IP Metal Doom Type Indoor/Outdoor, 3 China Nos 16 15,000 240,000
MP progressive scan CMOS(IP67)
Brand: DAHUA,
Model: IPC-HDW 1320SP (3-MP),
HDD (Hard Disk Drive), NVR (Network Job 1 250,000 250,000
Video Recorder), Supply & Installation
Pest Control Master control panel Brand: Maser; India Set 3 100,000 300,000
Origin: India VHFO digital mini control
panel for rodent repellant system
LED Display 4 nos 55" Display Brand: China China Nos 2 75,000 150,000

231
Electrical and Mechanical -
MDB 1 & 2 : 16 & 18 SWG (Standard Local set 2 411,615 823,230
Wire Gauge) Sheet steel fabricated,
Floor/Wall mounting with top and bottom
cable entry including bus bar, MCCB
(Molded case circuit breakers) circuit
breaker & Metering panel, Box is local &
Circuit Breaker Brand: Schneider Electric
/ABB
UPS DB 1 & 2 : 16 & 18 SWG Local Set 2 269,590 539,180
(Standard Wire Gauge) Sheet steel
fabricated, Floor/Wall mounting with top
and bottom cable entry including bus
bar, MCCB (Molded case circuit
breakers) circuit breaker & Metering
panel, Box is local & Circuit Breaker
Brand: Schneider Electric /ABB
CRAC DB: 16 & 18 SWG Sheet steel Local set 2 259,240 518,480
fabricated, Floor/Wall mounting with top
and bottom cable entry including bus
bar, MCCB (Molded case circuit
breakers) circuit breaker & Metering
panel, Box is local & Circuit Breaker
Electrical Goods Brand: Schneider Electric /ABB
SECURITY DB : Box type single phase Local set 1 110,980 110,980
circuit breaker holder with N+PE . Panel
Dimension :(153x254x153) mm (L X W
XD). Box is local & Circuit Breaker
Brand: Schneider Electric /ABB
MCO (Manual Change Over) 63A TP: India set 7 20,000 140,000
18 SWG Sheet steel fabricated, wall
mounting with top and bottom cable
entry. Box is local & Circuit Breaker
Brand: Hevels
Industrial Socket for Rack, Capacity: 32A Local set 100 3,500 350,000
MK & Combined Socket, Brand: Legrand Local Nos 20 850 17,000
Generator ATS Panel: Brand: ISP UK Set 2 383,040 766,080
/PARMEC, Capacity: 500 KVA
Energy Management Solution: To USA Set 1 350,000 350,000
monitor & simulating all node power
consumption with web base dashboard
Brand: Schneider Electric, Software
license: 1 Year
Surge Protection Device, Brand: USA Nos 2 100,000 200,000
Emerson, 50KA for MDB
Cable for MDB 1 & 2, Brand: BRB/BBS Local Meter 500 3,055 1,527,500
Cable 1Cx300rm NYY Plain annealed
Copper conductor
Cable for AVR 1 & 2 Input/Output , local Meter 184 993 182,712
Brand: BRB/BBS Cable 1Cx95rm NYY
Plain annealed Copper conductor
Cable for UPS-1 & UPS-2 Incoming & Local Meter 250 1,241 310,250
Bypass, Brand: BRB/BBS Cable
Electrical Cable
1Cx120rm NYY Plain annealed Copper
conductor
Cable for UPS-1 & UPS-2 outgoing, Local Meter 128 1,241 158,848
Brand: BRB/BBS Cable 1Cx120rm NYY
Plain annealed Copper conductor
From MDB-1 & MDB-2 to CRAC DB Local Meter 80 933 74,640
Brand: BRB/BBS Cable 1x95rm NYY
Plain annealed Copper conductor.

232
 Cable for MDB A & MDB B to Utility DB, Local Meter 80 826 66,080
Brand: BRB/BBS Cable 1x16rm NYY
Plain annealed Copper conductor
Insulated Cable for Commando Socket, Local Meter 1000 200 200,000
AC wiring, Power Utility wiring, Security
system wiring: Brand: BRB/BBS Cable
3x4rm BYA Plain Copper conductor
Generator & PDB with ATS (Automatic Local Meter 900 3,055 2,749,500
Transfer Switch) panel installation for
backup Generator. Brand: BRB/BBS
Cable 1x300rm NYY Plain annealed
Copper conductor Local
Earthing cable for MDB 1 & 2, Brand: Local Meter 300 1,450 435,000
BRB/BBS Cable 1Cx150rm BYA Plain
annealed Copper conductor
Earthing cable for AVR 1 & 2 local Meter 48 493 23,664
Input/Output , Brand: BRB/BBS Cable
1Cx50rm BYA Plain annealed Copper
conductor
Earthing Cable for UPS-1 & UPS-2 Local Meter 48 687 32,976
Incoming & Bypass, Brand: BRB/BBS
Cable 1Cx70rm BYA Plain annealed
Copper conductor
Earthing Cable for UPS-1 & UPS-2 Local Meter 24 687 16,488
outgoing, Brand: BRB/BBS Cable
1Cx70rm BYA Plain annealed Copper
conductor
Earthing cable for PAC DB Brand: Local Meter 24 493 11,832
BRB/BBS Cable 1x50rm BYA Plain
annealed Copper conductor.
Earthing cable for Light & Power Sockets local Meter 400 25 10,000
: Brand: BRB/BBS Cable 1x1.5rm BYA
Ecc Plain Copper conductor.
Grounding From suitable place to Data Center floor Local Job 1 457,000 457,000
: Cable Size: 1x70rm BYA Plain
annealed Copper conductor. Earthing
Chamber: 6 Nos
Automatic Voltage Installation, Testing & Commissioning, China Nos 2 700,000 1,400,000
Regulator Capacity: 150 KVA, Phase: 3:3 for PAC,
Online UPS Brand: APC, Model: SY64K160H with USA Nos 2 4,800,000 9,600,000
Modular Battery , Output power capacity:
64 KVA, Backup time: 30mins at full load
Warrenty: 1 year
Generator (Diesel) Capacity 500 KVA, with Foreign Canopy UK No 2 5,450,418 10,900,836
& ATS (Auto transfer switch), Brand: ISP
/PARMEC
Fuel Tank: Liter 928
Electrical Cable Electrical Cable Tray/Ladder for total Local Job 1 558,000 558,000
Tray/Ladder data center. 16 & 18 SWG Sheet
fabricated with inside cable laying with
cover
Installation Charge Supply, Delivery & Installation with N/A Job 1 744,957 744,957
Commissioning
Precision Air Brand: Uniflair / Emerson, Country of Italy Nos 7 2,574,000 18,018,000
Conditioner origin: Italy, Type: Inverter, Total cooling
capacity: 35.3 KW/10Ton, Sensible
cooling capacity: 33.0 KW, Warrenty: 1
Year
Comfort Air Capcity: 2T, Brand: General, With AC Japan Nos 6 150,000 900,000
Conditioner Timer, Supply, Deliver & Installation for
Power Room, Warrenty: 1Year

233
De-Humidifier for 3 in 1 –Dehumidifier, Moisture Removal: USA Nos 2 45,000 90,000
power room 20 Litres/Day, Air-Purifier and Dryer.
Dehumidifier for Server & Power Room,
Brand: White Westinghouse
Automatic Fire Automatic Fire Suppression System for Italy set 1 3,516,159 3,516,159
Suppression System Server Room & Power Room, NAF-S125
- NAFS 125 with Cylinder & Accessories, Brand:
Safety Hitech with all fittingns materials
supply, installation, testing &
commissioning by local agent.
Very Early Smoke VESDA System for Server & Power Australia Set 2 275,000 550,000
Detection Apparatus Room, Brand: Xtralis
(VESDA)

Portable Fire Brand: J & R, A - 5 Kg ABCE dry power China Nos 6 5,500 33,000
Extinguisher and B, E - 3 kg CO2 Fire Extinguisher by
local agent.
LAN (UTP & Fiber) Brand - SYSTIMAX/ LS, All type of USA job 1 2,000,000 2,000,000
network connectivity along with
Connector, Wire Manager, Patch panel
etc with CAT6a cable,OM3 Fiber cable,
Brand: SYSTIMAX/ LS
Server Rack & Size: 42U – 600mm Width x 1070mm USA Nos 60 110,000 6,600,000
Network Rack with Depth x 1991mm Height. With 2 Nos of
PDU 32A Power Distribution Unit in per rack,
Brand: APC
Modular Containment Supply, Install, Testing & Comissioning USA Nos 1 1,333,333 1,333,333
Solutions of Modular Cold Aisle Containment,
Brand: APC, Capacity: w- 4 ft x L- 20 ft x
H 7 ft per Containment.
Supply, Install, Testing & Comissioning USA Nos 1 1,200,000 1,200,000
of Modular Cold Aisle Containment,
Brand: APC, Capacity: w- 4 ft x L- 18 ft x
H 7 ft per Containment.
Supply, Install, Testing & Comissioning USA Nos 1 666,667 666,667
of Modular Cold Aisle Containment,
Brand: APC, Capacity: w- 4 ft x L- 10 ft x
H 7 ft per Containment.
Supply, Install, Testing & Comissioning USA Nos 1 800,000 800,000
of Modular Cold Aisle Containment,
Brand: APC, Capacity: w- 4 ft x L- 12 ft x
H 7 ft per Containment.
Datacenter Training Training on Certified Data Center Facility N/A Person 2 100,000 200,000
Operation Manager (CDFOM) & Certified
Data Center Professional (CDCP)
Audit & Certification ANSI/TIA-942 DATACENTER AUDIT & Singapur Job 1 2,500,000 2,500,000
CERTIFICATION SERVICES
Rated/Tier-3

Hand Pallet Hydraulic Hand Pallet Hydraulic Truck for Data China Nos 1 50,000 50,000
Truck Center,Capacity : 3ton, Brand: Any
Chinese
Data Center Active Device Part -
Data center Brand: APC, Model: AP9765, Features: USA Job 1 2,254,915 2,254,915
infrastructure # Rack Elevation View, # Workflow
management (DCIM) Process, # Cooling and Environmental
Monitoring, # Alarm Notification, #
Infrastructure Device Management, #
API, # Reporting etc., Software License:
1 Yr
Additional Items -

234
Generator Room Room Size: 20ftx25ft
Construction Materials: 5" brick work with 1st class Local Job 1 1,055,300 1,055,300
bricks in cement morter(1:5)
10" Brick 10" brick work with 1st class bricks in
Local Sft 550 200 110,000
cement morter(1:5)
5" x 6" Lintel: Reinforced Cement Concrete (R.C.C.) Rft 44 294 12,936
work: Cement: sand: brick/stone chips Local
(1:2:4)
Fire Rrated Gypsum Fire Rated Partition over various areas Sft 2300 320 736,000
Partition (Double with 12mm thick fire rated gypsum board
Layer): in double layer fixing over GI framing
with C-Channel of 2’ c/c spacing in
bottom end 3’ c/c on top in/c carrying
hanging with GI hook and adjustable clip Local
at 3’c/c in one direction and 2’ c/c in
opposite all complete as per direction of
the authority. (In Data Center, Power
Room inside) Brand: Elephant, Origin:
Thailand.
Sliding Glass door Supply, fitting/fixing of Sliding Glass Sft 130 295 38,350
Local
door, size: 4'8" & 6'6"
Stair Metal Sheet ramp with red oxide paint Local Job 1 8,925 8,925
Electrical Goods with Utility DB : 16 & 18 SWG (Standard Set 1 275,000 275,000
Cable Wire Gauge) Sheet steel fabricated,
Floor/Wall mounting with top and bottom
cable entry including bus bar, MCCB
Local
(Molded case circuit breakers) circuit
breaker & Metering panel, Box is local &
Circuit Breaker Brand: Schneider Electric
/ABB
Busway System for Data Center: job 1 5,968,100 5,968,100
250A busway,End cable tap box / End
feed unit -- 250A,32A-1P Tap-off unit /
Plug-in unit,for double feeder circuits -- France
c.w. 32A SP MCB (x2) & IEC309 angled
sockets (x2)
Brand: Schneider Electric
Industrial Socket for Rack, Capacity: 16A Local set 20 1,600 32,000
Cable for MDB 1 & 2 to Rectifier 1 & 2 , Meter 100 289 28,900
Brand: BRB/BBS Cable 1Cx25rm NYY Local
Plain annealed Copper conductor
Cable for MDB 1 & 2 to Rectifier 1 & 2 , Meter 300 386 115,800
Brand: BRB/BBS Cable 1Cx35rm NYY Local
Plain annealed Copper conductor
Cable for CRAC DB 1 & 2 to CRAC Meter 1000 192 192,000
1,2,3,4,5,6,7 Brand: BRB/BBS Cable
Local
1Cx16rm NYY Plain annealed Copper
conductor
Cable for CRAC 1,2,3,4,5,6,7 to Meter 250 361 90,250
Outdoor 1,2,3,4,5,6,7 Brand: BRB/BBS
Local
Cable 4Cx6rm NYY Plain annealed
Copper conductor
Cable for MDB 1 & 2 to SPD 1 & 2 Meter 120 260 31,200
Brand: BRB/BBS Cable 4Cx4rm NYY Local
Plain annealed Copper conductor
Cable for Rectifier 1 & 2 to Load Brand: Meter 300 289 86,700
BRB/BBS Cable 2x6rm NYYF Plain Local
annealed Copper conductor
Insulated Cable for Industrial Socket, Meter 300 271 81,300
Brand: BRB/BBS Cable 3x6rm NYY local
Plain Copper conductor

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 Insulated Cable for Combined Socket, local Meter 200 128 25,600
Brand: BRB/BBS Cable 3x2.5rm BYA
Plain Copper conductor
Insulated Cable for Power Utility wiring, local Meter 1600 25 40,000
Security system wiring: Brand: BRB/BBS
Cable 1x1.5rm BYA Plain Copper
conductor
Earthing connection to the earthing local Job 1 97,220 97,220
board of all Generators, UPS, Reftifier,
AVR, MDB, Racks and other devices
Branch Circuit PMM-1000, PMB-1960, BCM2- France Job 1 888,500 888,500
Monitoring System MCTcable-3M, BCM-BCTcable-3M-1,
BCM-BCTcable-3M-2,BCM-BCTcable-
3M-3,BCM-BCTcable-3M-4,BCM-250A-
CT-4PK, 4xBCM-60A-CT-12PK, Brand:
Legrand
Rectifier System Brand: ELTEK, with Modular Battery , Norway Set 2 803,433 1,606,866
Output power capacity: 16KW
expandable to 32 KW, Backup time:
30mins at full load
Lighting System Must ensure 500 Lux in horizontal plane China Job 1 200,000 200,000
in all floor, Brand: OSAKA/ Saif Power,
Emergency Lighting When the normal AC power fails, the China Job 1 50,000 50,000
emergency lighting system should sense
the power failure and immediately
switches to the emergency mode,
illuminating more than 10 lamps at a
time.
ISP Open Type Rack NetShelter 2 Post Rack 45U #12-24 USA Nos 6 15,660 93,960
for Meet Me Room Threaded Holes Black, Brand: APC
Wire Mesh Cable tray 300mm*100mm U type wire mesh cable China Job 1 510,725 510,725
for Data Cable tray with Accessories , Brand: Lepin,
Fiber Raceway for 240mm Straight Section with China Job 1 581,821 581,821
Data Center Accessories
Total cost 93,236,609

3. Loan repayment:

SL No. Name of the Bank Amount in BDT

1 The City Bank Ltd 16,451,906
2 Industrial and Infrastructure Development Finance Company Limited (IIDFC) 59,566,808
3 IDLC Finance Limited 44,584,659
Total 120,603,373

Proposed Projects Locations:

The company is planning to deploy its projects as mentioned above in different locations in the country. Mentionable here,
most of the locations have been identified on the basis of verbal communication. No written agreement has been done yet.

RAH (Regional Agreegation Hub) Locations:

Sl RAH Proposed location

1 Bogra Borogola, Bogra
2 Comilla Monoharpur, Sadar, Comilla
3 Rajshahi Station Road, Rajshahi

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4 Rangpur Zahaj Company Mor, Rangpur
5 Barisal Bibir Pukur, Sadar Road, Barisal.
6 Mymensingh Station Road, Mymensingh
7 Kustia N S Road, Kustia

DAP (District Aggregation POP) Locations:

SL DAP Name Proposed location RAH Division District

1 Bhola DAP Notun Bazar, Bhola Barisal Barisal Bhola
2 Jhalkathi DAP JailRoad, Baidarapur, Jhalkathi. Barisal Barisal Jhalkathi
3 Patuakhali DAP NatunBazar, Patuakhali Barisal Barisal Patuakhali
4 Barguna DAP Barguna Sadar Barisal Barisal Barguna
5 Madaripur DAP Puran Bazaar, Madaripur Barisal Dhaka Madaripur
6 Shariatpur DAP SadarRoad, Palong, Shariatpur Barisal Dhaka Shariatpur
7 Gaibandha DAP Gaibanda Railway Station Road, Gaibanda. Bogra Rangpur Gaibandha
8 Joypurhat DAP Thana Road, Joypurhat Bogra Rajshahi Joypurhat
9 Naogaon DAP Islampur Road, Naogaon Bogra Rajshahi Naogaon
10 Sirajganj DAP New Dhaka Road ,Sirajganj Bogra Rajshahi Sirajganj
11 Bandarban DAP Mosjid Road Bandarban, Chittagong Chittagong Bandarban
12 Cox's Bazar DAP Barmees Market, Coxs Bazar Chittagong Chittagong Cox's Bazar
13 Khagrachhari DAP Masjid Sarak, Khagrachori Chittagong Chittagong Khagrachhari
14 Rangamati DAP Banarupa, Sadar, Rangamati Chittagong Chittagong Rangamati
15 Chandpur DAP Mukitjoddh, Sarak, Chandpur Comilla Chittagong Chandpur
16 Noakhali DAP Maijdee ,Noakhali Comilla Chittagong Noakhali
17 Laxmipur DAP Godaun Road, Laxmipur Comilla Chittagong Laxmipur
18 Feni DAP Pargasia Road, Feni Comilla Chittagong Feni
19 Munshiganj DAP Mathpara, Munshiganj Dhaka Dhaka Munshiganj
20 Rajbari DAP Rajbari Railway station Road, Rajbari. Dhaka Dhaka Rajbari
21 Narsingdi DAP Sadar , Narsingdi. Dhaka Dhaka Narsingdi
22 Brahmanbaria DAP Mosjid road, Thanapara, Brahmanbaria Dhaka Chittagong Brahmanbaria
23 Manikganj DAP Sadar, Manikganj Dhaka Dhaka Manikganj
24 Tangail DAP Victoria Road, Tangail Dhaka Dhaka Tangail
25 Jessore DAP Municipal Road,Jessore. Khulna Khulna Jessore
26 Narail DAP Rupganj Bazar, Narail Khulna Khulna Narail
27 Gopalganj DAP Swarno Potti, Kalibari Road, Gopalganj Khulna Dhaka Gopalganj
28 Satkhira DAP Kamal Nagar, Satkhira. Khulna Khulna Satkhira
29 Bagerhat DAP Main Road, Bagerhat. Khulna Khulna Bagerhat
30 Pirojpur DAP Sadar Road, Pirojpur Khulna Barishal Pirojpur
31 Jhenaidah DAP Post Office Mmore, Jhenaidah Kustia Khulna Jhenaidah
32 Chuadanga DAP Shahid Abul Kashem Sarak, Chuadanga Kustia Khulna Chuadanga
33 Meherpur DAP Hotel Bazar, Meherpur. Kustia Khulna Meherpur
Abdul Hamid Road, Thanapara, Shalgariya,
34 Pabna DAP Kustia Rajshahi Pabna
Pabna

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35 Magura DAP PTI Road, Magura. Kustia Khulna Magura
36 Kishoreganj DAP Borobazar, Kishoreganj Mymensingh Dhaka Kishoreganj
37 Netrokona DAP Choto Bazar, Netrokona Mymensingh Mymensingh Netrokona
38 Jamalpur DAP Doya Moye Road, Jamalpur Mymensingh Mymensingh Jamalpur
39 Sherpur DAP Ragunath Bazar Sherpur Town, Sherpur Mymensingh Mymensingh Sherpur
40 Natore DAP Kanaikhali, Dhaka Road, Natore Rajshahi Rajshahi Natore
41 Chapainawabganj DAP Kalitala, Sadar, Chapainawabganj Rajshahi Rajshahi Chapainawabganj
42 Dinajpur DAP Maldahpatty, Sadar, Sadar, Dinajpur Rangpur Rangpur Dinajpur
43 Thakurgaon DAP North Circular Road, Thakurgaon. Rangpur Rangpur Thakurgaon
44 Panchagarh DAP CenemaRoad,Panchagarh Rangpur Rangpur Panchagarh
45 Nilphamari DAP Sabujpara, Nilphamari Rangpur Rangpur Nilphamari
46 Lalmonirhat DAP TalukkutaPara,LGED Road, Lalmonirhat Rangpur Rangpur Lalmonirhat
47 Kurigram DAP Ghoshpara Kurigram. Rangpur Rangpur Kurigram
48 Sunamganj DAP Notunpaea, Sadar, Sunamgonj Sylhet Sylhet Sunamganj
49 Moulvibazar DAP Shapnapuri, Moulvibazar Sylhet Sylhet Moulvibazar
50 Habiganj DAP Habiganj Sadar, Hobigonj Sylhet Sylhet Habiganj

ICP (Infra Connect POP) Locations:

SL ICP POP Name Proposed location RAH Division District

1 Syedpur ICP Syedpur, Nilphamari Rangpur Rangpur Nilphamari
2 Birganj ICP Birganjj, Dinajpur Rangpur Rangpur Dinajpur
3 Pirganj ICP Pirganj, Rangpur Rangpur Rangpur Rangpur
4 Gobindoganj ICP Gobindoganj, Gaibandha Bogra Rajshahi Gaibandha
5 Sherpur ICP Sherpur, Bogra Bogra Rajshahi Bogra
6 Hatikamrul ICP Hatikamrul, Sirajganj Bogra Rajshahi Sirajganj
7 Nandigram ICP Nandigram, Bogra Bogra Rajshahi Bogra
8 Puthia ICP Puthia, Rajshahi Rajshahi Rajshahi Rajshahi
9 Iswardi ICP Iswardi, Pabna Rajshahi Rajshahi Pabna
10 Noapara ICP Noapara, Jessore Khulna Khulna Jessore
11 Chuknagar ICP Chuknagar, Khulna Khulna Khulna Khulna
12 Bakerganj ICP Bakerganj, Barishal Barisal Barisal Barishal
13 Gournadi ICP Gournadi, Barishal Barisal Barisal Barishal
14 Bhanga ICP Bhanga, Faridpur Barisal Dhaka Faridpur
15 Dohar ICP Dohar, Dhaka Dhaka Dhaka Dhaka
16 Bhairab ICP Bhairab, Kishoreganj Dhaka Dhaka Kishoreganj
17 Mirzapur ICP Mirzapur, Tangail Dhaka Dhaka Tangail
18 Mawna ICP Mawna, Gazipur Dhaka Dhaka Gazipur
19 Bhaluka ICP Bhaluka, Mymensingh Mymensingh Mymensingh Mymensingh
20 Muktagacha ICP Muktagacha, Mymensingh Mymensingh Mymensingh Mymensingh
21 Fulpur ICP Fulpur, Mymensingh Mymensingh Mymensingh Mymensingh
22 Chhatak ICP Chhatak, Sunamganj Sylhet Sylhet Sunamganj
23 Goalabazar ICP Goalabazar, Sylhet Sylhet Sylhet Sylhet

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24 Nabiganj ICP Nabiganjj, Habiganj Sylhet Sylhet Habiganj
25 Madhobpur ICP Madhobpur, Habiganj Sylhet Sylhet Habiganj
26 Chandina ICP Chandina, Comilla Comilla Chittagong Comilla
27 Gouripur ICP Gouripur, Comilla Comilla Chittagong Comilla
28 Laksham ICP Laksham, Comilla Comilla Chittagong Comilla
29 Begumganj ICP Begumganj, Noakhali Comilla Chittagong Noakhali
30 Pahartoli ICP Pahartoli, Chittagong Chittagong Chittagong Chittagong
31 Shitakundo ICP Shitakundo, Chittagong Chittagong Chittagong Chittagong
32 Mirshorai ICP Mirshorai, Chittagong Chittagong Chittagong Chittagong

DWDM projects Locations:

Sl Projected locations
1 Red Crescent Concord Tower (19th Floor), 17, Mohakhali Commercial Area, Bir Uttam AK Khandakar Rd, Dhaka.
2 Jiban Bima Tower, 7, Bangabandhu Avenue Dhaka.
3 H # 76, R # 2, Sector # 3, Uttara, Dhaka.
4 House#6, Road-133, Gulshan 1, Dhaka.
5 Concord Royal Court, (4th Floor), Plot # 275 (G) Road # 27 , Dhanmondi, R/A, Dhaka.
6 Sheikh Monzil, Post- Chandana, Joydebpur Chourasta, Gazipur
7 Fahami Garments, Baipail, Near EPZ, Savar, Dhaka
8 GQ Plastic Factory, Genda , Savar.
9 Near BTCL office, Maghbazar Dhaka
10 Sckaton Area,Maghbazar Dhaka

Data Center Location:

S/N Proposed address

1 Red Crescent Concort Tower (5th Floor), 17 Mohakhali C/A, Dhaka.

Sd/- Sd/-
Md. Enayet Hossain Henry Hilton
Chief Financial Officer Managing Director

239
(b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors’
contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication
of use of such funds in the financial statements;

BDT 107,087,490 and BDT 4,50,12,510 has been raised through private placement prior to the public issue on dated
January 8, 2014 and June 7, 2017 respectively. This fund has deployed by the issuer in the following manner:

Accounting Year Items Amount in BDT Reflected in Cash Flows

In the statement of Cash Flows, the
Acquisition of Property,Plant & figure is included in total amount of
2012-2013 53,290,264
Equipment fixed assets acquisition under the
head of Investing Activities
In the statement of Cash Flows, the
figure is included in total amount of
2012-2013 Loan repayment including interest 11,200,000
long term loan paid under the head of
Financing Activities
In the statement of Cash Flows, the
Acquisition of Property, Plant & figure is included in total amount of
2013-2014 42,597,236
Equipment fixed assets acquisition under the
head of Investing Activities
2016-2017 Remaining 45,012,510
Total Amount 152,100,010

Remaining Tk.4,50,12,510 has been kept in saperate bank account (A/c No. 3101361323001) of The City Bank Limited,
Gulshan Avenue Branch, Dhaka, which is already used in the following way:

Date Items Amount in BDT

Radio Link, Infrastructure & Backbone 21,012,510
Upto
February 28, 2018 Fibre Equipment 14,000,000
Optical Fibre 10,000,000
Total 45,012,510

(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of
the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief
description of business and financials of such venture;

The issuer has no objects to investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of
investment, nature of benefit expected to accrue to the issuer as a result of the investment.

(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In
this connection, copies of contract to meet the additional funds are required to be submitted to the Commission.
The means and source of financing, including details of bridge loan or other financial arrangement, which may be
repaid from the proceeds of the issue along with utilization of such funds;

IPO proceeds are sufficient to complete the projects. Hence, the above mentioned information is not required for ADNTel.

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(e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a
tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and
machinery, the approximate date of completion of the project and the projected date of full commercial
operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial
Officer and Chairman on behalf of Board of Directors of the issuer;

The Company will utilize the total proceeds of BDT 570,000,000/- as per the following schedule:

Schedule of Implementation
SL Utilization of Fund Progress Status Approximate date of Projected Date of
Completion Commercial Operation
BMRE for infrastructure Within 12 months of After 3 months of the
1
Development receiving the IPO Proceeds. completion of the project.
After Receiving the IPO Within 9 months of After 3 months of the
2 Data Center Setup
Proceeds receiving the IPO Proceeds completion of the project
Within 30 days of receiving
3 Loan repayment N/A
the IPO Proceeds
Note: Excluding IPO Expenses.

Sd/- Sd/- Sd/-

Md. Enayet Hossain Henry Hilton Asif Mahmood
Chief Financial Officer Managing Director Chairman

(f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are
to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer
shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the
prospectus;

There is no such contract yet to be engaged by the company.

(g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of
working capital requirement along with the relevant assumptions, reasons for raising additional working capital
substantiating the same with relevant facts and figures and also the reasons for financing short with long term
investments and an item wise break-up of last three years working capital and next two years projection;

There is no object of the issue is utilization of the issue proceeds for working capital.

(h) Where the issuer proposes to undertake one or more activities like diversification, modernization,
expansion, etc., the total project cost activity-wise or project-wise, as the case may be;

The company has planned to expand its existing projects BMRE for infrastructure Development and Data Center Setup,
which have been mentioned in Use of IPO proceeds and projects implementation schedule.

(i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases,
if any, which have already been implemented;

The company has planned to implement to the projects by using IPO proceeds after receiving the funds, which have been
mentioned in Use of IPO proceeds and projects implementation schedule.

(j)The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or
project cost with sponsors, directors, key management personnel, associates and group companies;

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There is no existing or anticipated material transaction in relation to utilization of the issue proceeds or project cost with
sponsors, directors, key management personnel, associates and group companies except the following:

Percentage of
Type of Type of Amount in
Name of related party Relationship total use of
utilization transactions BDT
proceeds
Concern under
Data Center
Tech Velly Networks Limited Common anticipated 93,236,609 16.36%
Setup
management

(k) Summary of the project appraisal or feasibility report by the relevant professionals not connected with the
issuer, issue manager and registrar to the issue with cost of the project and means of finance,weaknesses and
threats, if any, as given in the appraisal or feasibility report.

SUMMARY FEASIBILITY REPORT OF ADN TELECOM LIMITED

EXECUTIVE SUMMARY
ADNTel was incorporated in 22 September 2003, as ‘Advanced Data Networks System Ltd’ a private limited company under
the Company’s Act 1994 and commenced commercial operations the same year. The company was renamed as “ADN
Telecom Limited” on 15 April, 2012 and became a public limited company on 25 July, 2012. Today ADN Telecom Limited is
a renowned name and a leading IT and telecommunication service provider in Bangladesh offering a wide range of data,
voice, and Internet services to its local and international clients. ADNTel has made projections of Statement of Financial
Position and Statement of Comprehensive Income for the next three full years. This Feasibility Report discusses and shows
the various aspects of BMRE and Data Center project of ADN Telecom Limited.

INTRODUCTION
ADN Telecom Limited is a renowned name and a leading IT and telecommunication service provider in Bangladesh offering
a wide range of data, voice, and Internet services to its local and international clients. In an era of constant change, made
more rapid through Disruptive Innovation and Technology, ADN Telecom owns the most diverse access network in the
country: wireless, fiber optic and satellite infrastructures. Its core strength lies in the ability to congregate technologies with
human excellence to ensure connectivity and achieving satisfactory revenue.

REGISTERED OFFICE
ADNTel’s registered office is situated at Red Crescent Concord Tower (19th Floor), 17, Mohakhali Commercial Area, Dhaka
– 1212, Bangladesh.

PROJECT LOCATION
ADN Telecom Limited is located at Red Crescent Concord Tower (19th Floor), 17, Mohakhali Commercial Area, Dhaka -
1212, Bangladesh. The expansion project is classified as Regional Aggregation Hub (RAH), District Aggregation POP
(DAP), Collocated POPs (CLP), Infra Connecting POP (ICP) which are located various location all over the country and Data
Center is located at Dhaka. Mentionable here, most of the locations have been identified on the basis of verbal
communication. No written agreement has been done yet.

TECHNICAL AND LOGISTICAL

The technology involved in providing IT and Telecommunication are relatively high-tech and specialized in nature. Moreover,
the machine supplier will provide the back bone technical support at the time of erection and installation of the project, so no
critical problem is anticipated and maintenance of the machineries and equipment. Besides; ADNTel will recruit high
qualified engineering team to get un-interrupted service support. ADNTel also maintains Annual Maintenance Contract
(AMC) to various vendors and suppliers as available to ensure fast response and repair from the OEMs.A few problems that
may arise from time to time would be sorted out by these resident technicians and experts, thus ensuring smooth operation
and good, consistent quality.

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METHODOLOGY
We have independently reviewed accompanying financial estimation and management’s forecasts regarding investment in
expansion project and the outcomes from the BMRE and Data Center project and historical data of our last couple of year’s
revenue and expenses. Based on the information presented and assumptions made by management and performing an
independent review by our experienced separate technical and financial team, it is recommended that the expansion project
of ADN Telecom Limited is financially viable, economically sound and technically feasible. Form our Feasibility study we
estimate that this initiative will be highly beneficial to the organization and has a high probability of success. Short Summary
of the feasibility report is as follows:

PROJECTED INVESTMENT PLAN AND MEANS OF FINANCE

Amount in Million BDT
PROJECTED INVESTMENT PLAN AND MEANS OF FINANCE
INVESTMENTS IPO Proceeds
OSS-BSS 87.88
RAH, DAP & ICP 150.03
DWDM 88.75
Data Center 93.24
Total 419.90
Repayment of Bank Loan 120.60
IPO Expenses 29.50
Total IPO Proceeds 570.00

FINANCIAL PROJECTIONS
The financial projections for ADN Telecom Limited are highlighted in the table below. This report provides an analysis and
evaluation of the new project’s prospective profitability; liquidity and financial stability of ADN Telecom Limited. Aspects of
this analysis include Technological, Financial and Economic as well as ratios such as Debt, Current, Quick and other ratios.

The assumptions for these projections are as follows:

(Each year calculation is made comparing with respective previous year)

The projected financial statement has been prepared on underlying assumption
Assumption Assumption's Basis Assumptions Years
indicator 1st Year 2nd Year 3rd Year
Capacity Increase Capacity will be increased as new
30.29% 49.05% 49.05%
Machineries and software will be introduced.
Revenue Capacity utilization will be increased for new
Increase machinery and software installation and 20% 29% 31%
efficient use of machinery and software.
Operating Operating expenses will be increased due to
Expenses Increase increase of services area and sales. IPO
expense will lead to the higher increase of
39% 10% 17%
Operating expenses in 1st year. Expenses
will be reduced in 2nd year because of
no IPO Expense in the year.
Property, Plant Equipment will be increased in every year for
635.25 138.15 182.28
and Equipment the purpose of services increase.
Million Tk. Million Tk. Million Tk.
Addition
Paid up Capital Paid up Capital will be increased by
570.00
Increase Tk. 570,000,000 through IPO in FY 2017- - -
Million Tk.
2018.
Dividend Dividend is not considered here as the
- - -
decision is not predetermined.
Cost of Capital Minimum return expected by the company 15% 15% 15%

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 ADN Telecom Limited
Projected Statement of Financial Position
BDT in Million
Audited Projected
Particulars
30-Jun-17 1st Year 2nd Year 3rd Year
ASSETS
Non-Current Assets
Property, Plant and Equipment 733.90 1,212.63 1,282.79 1,365.40
Intangible Assets 1.19 0.75 0.36 0.05
Investment 9.35 10.28 11.31 12.44
Total Non-Current Assets 744.44 1,223.66 1,294.46 1,377.89
Current Assets
Inventories 2.36 5.05 7.29 7.29
Trade and Other Receivables 230.78 254.37 282.81 319.59
Advance, Deposits and Prepayments 154.46 162.18 170.29 178.81
Cash and Cash Equivalents 105.92 198.23 207.67 578.74
Total Current Assets 493.53 619.83 668.07 1,084.42
Total Assets 1,237.96 1,843.49 1,962.53 2,462.31
EQUITY AND LIABILITIES
Capital & Reserves
Share Capital 448.60 448.60 448.60 448.60
Share Premium 83.01 83.01 83.01 83.01
Proceeds from IPO - 570.00 570.00 570.00
Retained Earnings 192.20 308.92 491.22 740.09
Total Equity 723.81 1,410.53 1,592.82 1,841.70
LIABILITIES
Non-Current Liabilities
Term Loan 89.07 - - -
Lease liabilities 3.69 - - -
Deferred Tax Liability 132.95 182.65 222.87 270.84
Total Non-current liabilities 225.71 182.65 222.87 270.84
Current Liabilities
Current Portion of Term Loan 31.85 - - -
Current Portion of Lease Liabilities 1.15 - - -
Short Term Loan 23.24 23.70 24.41 25.15
Accrued expenses 67.17 67.85 68.52 69.21
Provision for Workers Profit Participation Fund 7.61 8.80 10.17 11.75
Trade and Other Payables 120.39 122.80 2.50 160.64
Provision for Tax Liability 37.03 27.17 41.22 83.02
Total Current Liabilities 288.45 250.31 146.83 349.77
Total Liabilities 514.16 432.96 369.70 620.61
Total Equity and Liabilities 1,237.96 1,843.49 1,962.53 2,462.31

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 ADN Telecom Limited
Projected Statement of Profit or Loss and Other Comprehensive Income
Audited Projected
Particulars
30-Jun-17 1st Year 2nd Year 3rd Year
Net Revenue 829.45 992.79 1,284.08 1,685.31
Cost of Goods Sold & Services 481.88 551.93 674.36 773.57
Gross Profit 347.57 440.85 609.72 911.73
Administrative Expenses 99.40 125.08 177.29 166.60
Distribution and Marketing Expenses 71.88 83.58 113.83 138.90
Operating Profit 176.29 232.20 318.60 606.24
Other Non-Operating Income 0.94 1.11 1.32 1.56
Financial Expense 17.44 2.84 2.93 3.02
Profit before WPPF 159.79 230.47 316.98 604.78
Workers Profit Participation Fund (WPPF) 7.61 9.58 14.37 25.90
Share of profit/(loss) of associates 0.01 - - -

Profit before Income Tax 152.17 220.89 302.62 578.87

Provision for Tax
Current Tax 21.56 35.55 76.70 139.80
Deferred Tax 24.67 33.28 40.22 47.96
Net Profit After Tax 105.94 152.06 185.69 391.11

• Dividend is not considered

Expected financial outcomes of the project:

Internal Rate of Return 29.32 %

Net Present Value ( NPV) 624.74 Million Taka

Pay- Back Period (Operating Profit) 3.10 Years

WEAKNESSES
 Inability to offer services requiring smaller bandwidth volume due to cost of laying infrastructure.
 Lack of disruptive technology and limited infrastructurecould result in delay in introduction of new innovation.
 Absence of automated tools (OSS-BSS)

THREATS
 Market is very competitive.
 Challenges in changes in business policy by regulatory authorities.
 First technology changes, making difficult to adopt.
 Lack of fiber infrastructure up to Union level.

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CONCLUSION
The feasibility study of the proposed project has been conducted & analyzed from the viewpoint of management,
commercial, economic and financial aspects and found to be viable in all respects. The time line of the project is vital for the
completion within the estimated cost. From the analysis it reveals that the project is technically sound, financially viable and
economically acceptable. The crucial aspect of the project is to raise finance through IPO to complete the project in time.

Sd/-
Dated: March 15, 2018 Md. Abdus Satter Sarkar, FCMA, ACA
Partner

Mahfel Huq & Co.

Chartered Accountants

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 REPORT OF THE INDEPENDENT PRACTITIONER

The Managing Director

ADN Telecom Limited
Red Crescent Concord Tower (19th Floor)
17, Mohakhali C/A, Dhaka-1212

We, Mahfel Huq & Co have inspected the data center’s plan and design of ADN Telecom Limited for IPO Proceeds.

We confirm that all the equipments required for data center which will be purchased from IPO proceeds are justifiable
considering current market value as disclosed in the prospectus. However, as the time passes on, the availability of the
products in the market with the same price level and stock level may affect the total cost and timeliness if the project rollout.

As for the data center standardization, ADNTel planned for complying with TIA-942 Tier-3 requirements. We have compared
the planned facilities and provisions with the Rating-3 requirements of the TIA 942 (2014) standard.

The plan complies with all the requirements of the Telecommunications Rating-3, Electrical Rating-3, and Mechanical
Rating-3 Parameters except the following items in the Architecture domain:

 Multi Tenant Occupancy within Building:

It is a commercial building and there are other tenants in this building having no commercial kitchen. And it will not
create any impact as they will be in other floor. Hence, it satisfies the T-2 requirement.

 Facility design to international Building Code (IBC) Seismic Design Category (SDC) requirements:

According to the provided building design and BNBC 1993 standard, the building was constructed as per
Bangladesh’s Building Construction standard. Beside that according to Seismic Zone map of BNBC 2006 (Page 6-
52 & 6-53) Dhaka has a moderate Vulnerability Level as it is in Zone-2. Dhaka has a Zone Coefficient is 0.15
where Zone-1 has 0.075 and Zone-3 has 0.25. Therefore, we consider it as T2 level.

 Floor Loading Capacity Superimposed life Load:

We received and checked the architectural designs without detail structure design document. Therefore, we
estimate its load bearing capacity may not beyond 180 Lbf/ft2.

Therefore, we appraised the rating of this planned data center as T3E3A2M3. It means Tier-3 rating in Telecommunications,
Electrical and Mechanical domains though Tier-2 in Architecture domain.

Sd/-
Md. Shoroer Morshad Porag
CTIA, CTDC, CDCP, ITIL, VCA-DCV
Consultant & Team Leader
Mahfel Huq & Co.
Chartered Accountants

Dhaka
Date: March 15, 2018

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 SECTION: XXIII
LOCK-IN
(a) Provisions for lock-in:
As per Rule-10 of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:
Ordinary shares of the issuer, at the time of according consent to the public issue, shall be subject to lock-in, from the first
trading day at the exchange in the following manner :
(a) shares held by sponsors, directors and shareholders holding 10% (ten percent) or more, for 03 (three) years;
(b) in case, any existing sponsor or director of the issuer transfers any share to any person, those transferred shares,
for 03 (three) years;
(c) shares allotted to any person, before 4 (four) years or more of according consent to the public issue, other than
the persons mentioned in clause (a) and (b), for 01 (one) year;
(d) shares held by alternative investment funds, for 01 (one) year;
(e) shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two)
years :
Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned
above.”.
(b) Statement of securities to be locked in for each shareholder along with BO account number, lock-in period
and number of securities to be locked-in:
Allotment Transfer No. of Locked-in Total no. of Pre-IPO
Sl Name Status BO ID Number
Date Date Securities Year(s) Securities (%)
22-09-2003 - 40,000
28-05-2005 - 1,560,000
- 18-04-2010 800,000
1 Asif Mahmood Chairman 1202790015098963 3 years 12,400,000 27.64%
06-06-2010 - 1,600,000
01-04-2012 - 2,200,000
27-09-2016 - 6,200,000
22-09-2003 - 40,000
28-05-2005 - 1,560,000
2 Md. Moinul Islam Director 1204350020748287 06-06-2010 - 500,000 3 years 6,510,000 14.51%
01-04-2012 - 1,155,000
27-09-2016 - 3,255,000
22-09-2003 - 40,000
28-05-2005 - 1,560,000
3 Md. Mahfuz Ali Sohel Director 1605260034017995 06-06-2010 - 500,000 3 years 6,510,000 14.51%
01-04-2012 - 1,155,000
27-09-2016 - 3,255,000
Niaz Ahmed
4 (Nominee of Savoy Ice Cream Director 1605740065993470 - 19-08-2018 1,345,000 3 years 1,345,000 3%
Factory Limited)
Waqar Ahmad Choudhury 08-01-2014 - 666,667
5 (Nominee of Vanguard AML Director 1604620049756141 3 years 1,333,334 2.97%
27-09-2016 - 666,667
BD Finance Mutual Fund One)
22-09-2003 - 10,000
28-05-2005 - 390,000
Sponsors
6 Md. Abu Yousof Zakaria 1202180063439033 06-06-2010 - 150,000 3 years 1,705,000 3.80%
Shareholder
01-04-2012 - 302,500
27-09-2016 - 852,500
22-09-2003 - 10,000
28-05-2005 - 390,000
Sponsors
7 Mohammad Ali Sarker 1605280063613716 06-06-2010 - 150,000 3 years 1,705,000 3.80%
Shareholder
01-04-2012 - 302,500
27-09-2016 - 852,500
22-09-2003 - 10,000
28-05-2005 - 390,000
Sponsors
8 Mamonoor Rashid 1605280063613684 06-06-2010 - 150,000 3 years 1,705,000 3.80%
Shareholder
01-04-2012 - 302,500
27-09-2016 - 852,500

248
 01-04-2012 - 48,000 1 year
9 Abdul Matin Miazi Shareholder 1202200000220773 296,000 0.66%
27-09-2016 - 248,000 2 years
Managing - 03-10-2010 40,000
10 Henry Hilton Director 1605280063613708 01-04-2012 - 22,000 3 years 124,000 0.28%
(Ex-Officio) 27-09-2016 - 62,000
- 03-10-2010 40,000 2 years
11 Pradip Kumar Dey Shareholder 1605280063613692 01-04-2012 - 22,000 1 year 124,000 0.28%
27-09-2016 - 62,000 2 years
SEAF Bangladesh Ventures 08-01-2014 - 643,333 1 year
12 Shareholder 1602510065989679 1,286,666 2.87%
Ltd. 27-09-2016 - 643,333 2 years
SEAF Bangladesh Ventures 08-01-2014 - 642,916 1 year
13 Shareholder 1605830063415809 1,285,832 2.87%
LLC. 27-09-2016 - 642,916 2 years
08-01-2014 - 100,000 1 year
14 ADN Technologies Limited Shareholder 1204220000914879 200,000 0.45%
27-09-2016 - 100,000 2 years
City Bank Capital Resources 08-01-2014 - 966,667 1 year
15 Shareholder 1204500046667286 1,933,334 4.31%
Limited 27-09-2016 - 966,667 2 years
ADN Telecom Limited 08-01-2014 - 100,000 1 year
16 Shareholder 1204220037275497 200,000 0.45%
Employees Provident Fund 27-09-2016 - 100,000 2 years
GSP Finance Company 08-01-2014 - 350,000 1 year
17 Shareholder 1202830004187028 700,000 1.56%
(Bangladesh) Limited 27-09-2016 - 350,000 2 years
08-01-2014 - 100,000 1 year
18 Kh. Moinul Ahsan Shamim Shareholder 1204780000689001 200,000 0.45%
27-09-2016 - 100,000 2 years
- 22-10-2014 300,000
19 Digicon Technologies Limited Shareholder 1201820068084181 2 years 600,000 1.34%
27-09-2016 - 300,000
- 22-12-2014 80,000
20 KJS Enterprise Limited Shareholder 1202020057204145 2 years 160,000 0.36%
27-09-2016 - 80,000
- 22-12-2014 17,000
21 Saifullah Abdullah Solenkhi Shareholder 1202020051281304 2 years 34,000 0.08%
27-09-2016 - 17,000
- 22-12-2014 151,000
22 Khilfat Jahan Johaira Shareholder 1202020051307810 2 years 302,000 0.67%
27-09-2016 - 151,000
23 B & B Enterprise Ltd. Shareholder 1202790028773976 07-06-2017 - 300,000 2 years 300,000 0.67%
24 Md. Azizul Hoque Shareholder 1202790003905930 07-06-2017 - 100,000 2 years 100,000 0.22%
25 Md. Monirul Hoque Shareholder 1202790003905946 07-06-2017 - 100,000 2 years 100,000 0.22%
26 Saika Sultana Shareholder 1202790019726594 07-06-2017 - 100,000 2 years 100,000 0.22%
27 Shafika Salam Shareholder 1202790019726586 07-06-2017 - 100,000 2 years 100,000 0.22%
28 Raisuddin Ahmed Khan Shareholder 1202790000214964 07-06-2017 - 100,000 2 years 100,000 0.22%
29 KaziShafiqul Islam Shareholder 1203720004767413 07-06-2017 - 350,834 2 years 350,834 0.78%
30 Md. Ismail Hossain Shareholder 1202400062866620 07-06-2017 - 100,000 2 years 100,000 0.22%
31 Kazi Md. Deen Shareholder 1202790033806840 07-06-2017 - 100,000 2 years 100,000 0.22%
32 Kazi Faruq Kader Shareholder 1202790061800438 07-06-2017 - 200,000 2 years 200,000 0.45%
33 Humayun Bokhteyar Shareholder 1202790000003759 07-06-2017 - 50,000 2 years 50,000 0.11%
34 Khwaja Equity Services Ltd. Shareholder 1202210025379170 07-06-2017 - 300,000 2 years 300,000 0.67%
35 Ahmad Rashid Shareholder 1202160000211280 07-06-2017 - 400,000 2 years 400,000 0.89%
36 Ershad Securities Ltd. Shareholder 1202320027911830 07-06-2017 - 200,000 2 years 200,000 0.45%
37 Parkway Securities Ltd. Shareholder 1201520020432993 07-06-2017 - 200,000 2 years 200,000 0.45%
38 Parkway Holdings Ltd. Shareholder 1201520058588615 07-06-2017 - 200,000 2 years 200,000 0.45%
39 Waliur Rahman Shareholder 1202790062083850 07-06-2017 - 100,000 2 years 100,000 0.22%
Tareque Muhammud Aminul
40 Shareholder 1604650062955044 - 05-06-2018 400,000 2 years 400,000 0.89%
Islam
41 Anita Khan Shareholder 1203680065090118 - 05-06-2018 600,000 2 years 600,000 1.34%
42 Md. Hossain Miah Shareholder 1202240043440921 - 05-06-2018 50,000 2 years 50,000 0.11%
43 Sharmin Rahman Shareholder 1203650057920013 - 05-06-2018 50,000 2 years 50,000 0.11%
44 Zannatul Mahmuda Shareholder 1204340063323169 - 05-06-2018 50,000 2 years 50,000 0.11%
45 Mizanur Rahman Shareholder 1202190000438021 - 05-06-2018 50,000 2 years 50,000 0.11%
Total 44,860,000 100%

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SECTION: XXIV
MARKETS FOR THE SECURITIES BEING OFFERED

The issuer shall apply to the following exchanges in Bangladesh within seven working days from the date of
consent for public offer accorded by the Commission.

SL Name of the Exchange Logo Address

1 Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000.

Chittagong Stock Exchange Limited (CSE) CSE Building, 1080 Sheikh Mujib Road, Chittagong.
2

DECLARATION ABOUT LISTING OF SHARES WITH STOCK EXCHANGE(S)

None of the stock exchange(s), if for any reason, grants listing within 30 (thirty) working days from the closure of
subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money
within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 30
(thirty) working days, as the case may be.

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company, in
addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at
the rate of 2% (two percent) above the bank rate, to the subscribers concerned.

The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and
shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the aforesaid 15 (Fifteen)
days time period allowed for refund of the subscription money.

Trading and Settlement

Trading and Settlement Regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of
the company.

The issue shall be placed in “N” Category with DSE & CSE.

250
SECTION: XXV
DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED
The company has issued ordinary shares to the subscribers to the memorandum and other shareholders form time to time
which has been disclosed in the section XIII “OWNERSHIP OF THE COMPANIE’S SECURITIES”
(a) Dividend, voting and preemption rights:
The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in
terms of the relevant provisions of the Companies Act 1994 and the Articles of Association of the company. All Shareholders
shall have the usual voting rights in person or by proxy in connection with, among others, election of Directors & Auditors
and other usual agenda of General Meeting – Ordinary or Extra-ordinary. On a show of hand, every shareholder presents in
person and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on
a poll every shareholder present or by proxy shall have one vote for every share held by him or her.
In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue of
shares in terms of the guidelines issued by the BSEC from time to time.
(b) Conversion and liquidation rights:
In terms of provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in force,
the shares of the Company are freely transferable. The Company shall not charge any fee for registering transfer of shares.
No transfer shall be made to an infant or person of unsound mind.
(c) Dividend policy:
a) The profit of the company, subject to any special right relating thereto created or authorized to be created by the
Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible among
the members in proportion to the capital paid-up on the shares held by them respectively.
b) No larger dividend shall be declared than is recommended by the Directors, but the Company in its General
Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net Profit of the
Company shall be conclusive.
c) No dividend shall be payable except out of profits of the Company or any other undistributed profits. Dividend shall
not carry interest as against the Company.
d) The Directors may from time to time pay the members such interim dividend as in their judgment the financial
position of the Company may justify.
e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.

(d) Other rights of the securities holders;

In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in
force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government
duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.

The Directors shall present the financial statements as required under the law & International Accounting Standard.
Financial statements will be prepared in accordance with the International Accounting Standards consistently applied
throughout the subsequent periods and present with the objective of providing maximum disclosure as par law and
International Accounting Standard to the shareholders regarding the financial and operational position of the company.
The shareholders shall have the right to receive all periodical statement and reports, audited as well as un audited,
published by the company from time to time.

As per the Articles of Association of the company, the qualification share of a Director shall be the holding of at least
100,000 shares @ Taka. 10/- each in the Company equivalent to Taka 1,000,000/- (Ten Lac).

The shareholder holding minimum of 10% shares of paid-up capital of the company shall have the right to requisition
extra ordinary General Meeting of the company as provided for the section 84 of the Companies Act 1994.

251
SECTION: XXVI
FINANCIAL STATEMENTS

(a) The latest financial statements prepared and audited by any of the Commission’s panel of auditors
in adherence to the provisions of the Securities and Exchange Rules, 1987, the †Kv¤úvwb AvBb, 1994,
International Financial Reporting and Auditing Standards as adopted in Bangladesh from time to
time and any other law as applicable;

252
 ADN Telecom Limited
Auditors’ Report and
Audited Financial Statements

For the year ended 30 June 2017

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44 Related Party Disclosures

During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arm's length basis. The
name of related parties, nature of transactions, their total value and closing balances have been set out in accordance with the provisions of BAS 24 Related
Party Disclosure:
Total Transaction
FY-2016-2017 Balance as on Balance as on
Name of Company/Party Relationship Nature of Transaction
Payment/ 30.06.2017 30.06.2016
Addition
Adjustment
Tech Valley Networks Ltd. Common Director Inter Company Loan 2,000,000 2,000,000 - -

Tech Valley Computers Ltd. Common Director Inter Company Loan - 2,752,742 (5,000,000) (7,752,742)

ADN Technologies Ltd. Common Director Inter Company Loan 3,000,000 - 5,006,655 2,006,655

My Tel Ltd. Associates Company Investment of Share & Loan - 1,120,000 29,017,409 30,137,409

Bangladesh News 24 hours Ltd Common Director Inter Company Loan 3,000,000 3,000,000 - -
InGen Industries Ltd. Common Director Equipment Purchase - 995,300 - (995,300)
InGen Motors Ltd. Common Director Cost Sharing & Internet Sales - - 560,000 560,000
Inter Company Loan, Equipment
InGen Technologies Ltd. Common Director Purchase, Cost Sharing and 4,200,000 2,187,367 24,180,665 22,168,032
Internet Sales
Equipment Purchase & Cost
Advance Technology Computers Ltd. Common Director - - (4,061,427) (4,061,427)
Sharing

ADN Eduservices Ltd. Common Director Inter Company Loan 5,000,000 - 5,000,000 -

Chairman & Shareholder

Asif Mahmood Director Remuneration 2,400,000 2,400,000 - -
Director

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(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding company;

Not applicable for ADN Telecom Limited since the company has no subsidiary.

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 (c) Selected ratios as specified in Annexure-D;
ADN Telecom Limited
Auditors' Certificate regarding calculations of EPS and Ratios
We have examined the accounting ratios of ADN Telecom Limited for the year ended 30 June 2017, 2016, 2015, 2014 and 2013 as submitted to us by its management. The preparation of the following ratios is the responsibility of the

company's management. Our responsibility is to review them and certify as to whether they have been properly prepared using acceptable principles on the basis of audited financial statements.

Based on our review, we certify that the company has properly prepared the following ratios using acceptable principles, on the basis of audited financial statements for the year ended 30 June 2017, 2016, 2015, 2014 and 2013.

Amount in Taka
30-06-17 30-06-16 30-06-15 30-06-14 30-06-13
Name of Ratio Formula
Industry Industry Industry Industry Industry
Calculation ADN Calculation ADN Calculation ADN Calculation ADN Calculation ADN
Avg* Avg Avg Avg Avg

A. Liquidity Ratios:
Current Assets 493,526,228 365,611,598 381,598,612 378,175,332 249,130,976
1 Current Ratio (Times) 1.71 1.57 2.71 2.02 2.43 1.82 2.85 1.73 3.55
Current Liabilities 288,447,900 233,323,613 189,313,623 208,057,442 143,930,215
Current Assets -
491,162,728 364,039,048 368,692,178 372,062,700 249,069,262
2 Quick Ratio (Times) Inventory 1.70 1.56 2.32 1.95 2.03 1.79 2.37 1.73 3.06
Current Liabilities 288,447,900 233,323,613 189,313,623 208,057,442 143,930,215

B. Operating Efficiency Ratios:

Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Trade Receivable
1 4.32 4.16 3.70 4.15 4.65 4.89 6.61 4.69 6.02
turnover Ratio (Times) Average Receivable 192,200,124 181,905,203 148,600,595 104,983,014 91,760,335

Inventory Turnover Cost of Revenue 481,879,050 459,998,605 375,506,003 286,773,536 234,750,086

2 245 64 4 39 5 93 6 1,507 4.85
Ratios (Times) Average Inventory 1,968,025 7,239,492 9,509,533 3,087,173 155,817
Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Assets Turnover
3 Average Total 0.72 0.75 0.50 0.66 0.47 0.70 0.50 0.92 0.45
Ratios (times) 1,153,386,158 1,009,650,592 936,525,447 730,881,405 468,987,118
Assets

C. Profitability Ratios:
Gross Margin Ratio Gross Profit*100 347,573,231 297,318,643 241,798,974 226,339,255 196,023,084
1 41.90% 39.26% 41.08% 39.17% 39.51% 44.11% 39.45% 45.50% 42.6%
(% ) Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Operating Profit Ratio Operating profit*100 176,292,586 141,016,182 107,800,447 128,978,703 117,000,818
2 21.25% 19% 8% 17.46% 6.42% 25.14% 17.96% 27.16% 15.9%
(% ) Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Net Profit after
105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
3 Net Profit Ratio (% ) tax*100 12.77% 12% 9% 10.48% 7.72% 11.72% 15.09% 11.85% 30.1%
Net Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Net Profit after
105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
Return on Assets tax*100
4 9.18% 9% 5% 6.90% 4.51% 8.23% 6.81% 10.89% 18.5%
Ratios (% ) Average Total
1,153,386,158 1,009,650,592 936,525,447 730,881,405 468,987,118
Assets
Net Profit after
105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
Return on Equity Ratio tax*100
5 14.64% 15% 6% 12.69% 5.58% 13.53% 7.10% 15.09% 19.8%
( After Tax) (% ) Total Shareholders'
723,806,491 594,411,567 509,414,700 444,749,155 338,432,559
Equity
Net Profit after tax 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
Earning Per Shares
6 Weighted Average 2.52 2.10 0.80 3.09 0.61 3.15 1.15 2.94 2.44
(EPS) Basic 42,056,481 41,859,166 20,929,583 19,061,664 17,360,000
Number of Shares
Net Profit after tax 105,936,997 87,762,243 64,665,545 60,156,720 51,059,522
Earning Per Shares
7 No of Ordinay 2.36 4.19 0.80 3.09 0.61 2.86 1.15 2.94 2.44
(EPS) Diluted 44,860,000 20,929,583 20,929,583 20,929,583 17,360,000
Shares
EBITDA*100 218,535,564 171,503,181 139,328,375 149,540,975 129,981,573
8 EBITDA Margin 26.3% 23% 17% 23% 15% 28% 18% 30% 21%
Revenue 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170

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D. Solvency Ratios:
Debt to total Assets Total debt 149,005,064 139,425,160 49,139,198 84,809,919 54,447,754
1 0.12 0.13 0.27 0.05 0.20 0.09 0.37 0.10 0.21
Ratio (Times) Total Assets 1,237,962,331 1,068,809,985 950,491,198 922,559,695 539,203,114
Total Debt 149,005,064 139,425,160 49,139,198 84,809,919 54,447,754
Debt to Equity Ratio
2 Total Shareholders 0.21 0.23 0.38 0.10 0.29 0.19 0.42 0.16 0.25
(Times) 723,806,491 594,411,567 509,414,700 444,749,155 338,432,559
Equity
Times Interest Earned EBIT 169,202,360 130,984,666 104,526,655 122,907,218 114,861,478
3 9.93 22.06 17.30 11.98 18.28 39.87 30.11 N/A 19.10
Ratio (Times) Interest Expenses 17,032,301 5,937,928 8,724,064 3,082,740 -
Net Operating
Debt Service 176,292,586 141,016,182 107,800,447 128,978,703 117,000,818
4 Income 1.18 1.01 0.29 2.19 0.55 1.52 0.23 2.15 0.47
Coverage Ratio
Total Debts 149,005,064 139,425,160 49,139,198 84,809,919 54,447,754

E. Cash Flow Ratios:

Operating Cash
155,833,529 204,287,882 9,351,045 61,455,815 77,064,838
Net Operating Cash Flow
1 3.47 4.88 1.65 0.45 0.70 2.94 1.19 4.44 1.72
Flow Per share No of Ordinary
44,860,000 41,859,166 20,929,583 20,929,583 17,360,000
Shares

Net Operating Cash

3.47 4.88 0.45 2.94 4.44
Net Operating Cash flow per share
2 1.38 2.33 1.26 0.14 0.75 0.93 1.09 1.51 1.20
Flow Per share/EPS
Earning Per Share
2.52 2.10 3.09 3.15 2.94
(EPS)
*Industry Average for the year 30 June 2017 have not provided due to unavailability of information.
Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

300
(d) Auditors report under Section 135(1), Paragraph 24(1) of PartII of Schedule III of the †Kv¤úvwb AvBb,
1994. The report shall include comparative income statements and balance sheet and aforementioned
ratios for immediate preceding five accounting years of the issuer. If the issuer has been in commercial
operation for less than five years, the above mentioned inclusion and submission will have to be
made for the period since commercial operation;

301
 ADN Telecom Limited
Auditors' Report under Section-135(1) and para-24(1) of Part II of Schedule-III of The Companies Act 1994

As required under section 135(1), Para 24(1) of The Companies Act 1994 ADN Telecom Limited perpared the following statements of its assets and
liabilities and operating results as at and for the year ended on 30 June 2017, 2016, 2015 2014 and 2013 and submitted those to us for our working and for
issuance of our confirmation thereon. Accordingly we have reviewed the relevant audited financial statements and hereby confirm that the following
information has been correctly extracted from those audited financial statements:
A. Statement of Assets and Liabilities

Amounts in Taka
Particulars as at
30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13

ASSETS
Non-Current Assets
Property, Plant and Equipment (net) 733,904,274 692,417,813 559,831,125 536,453,256 295,871,742
Intangible Assets 1,185,928 1,419,852 1,774,815 431,108 558,663
Investment 9,345,901 9,360,722 7,286,647 7,500,000 7,500,000
Total Non Current Assets 744,436,103 703,198,387 568,892,586 544,384,364 303,930,405

Current Assets
Inventories 2,363,500 1,572,550 12,906,434 6,112,632 61,714
Trade and Other Receivables 230,783,227 210,106,835 181,875,616 124,570,723 92,049,216
Advance, Deposits and Prepayments 154,458,616 144,481,947 125,788,419 125,664,392 87,434,671
Investment - - - 28,000,000 -
Current A/C with Intercompany - - 49,942,503 49,291,665 15,457,280
Cash and Cash Equivalents 105,920,885 9,450,266 11,085,641 44,535,920 54,373,595
Total Current Assets 493,526,228 365,611,598 381,598,612 378,175,332 249,376,476
Total Assets 1,237,962,331 1,068,809,985 950,491,198 922,559,695 553,306,882

EQUITY
Shareholders' Equity
Share Capital 448,600,000 209,295,830 209,295,830 209,295,830 173,600,000
Share Premium 83,005,464 68,626,294 71,391,670 71,391,670 -
Share Money Deposit - - - - 64,587,500
Retained Earnings 192,201,027 316,489,443 228,727,200 164,061,655 103,904,935
Total Shareholders Equity 723,806,491 594,411,567 509,414,700 444,749,155 342,092,435

LIABILITIES
Non-Current Liabilities
Term Loan 89,072,396 98,950,656 11,669,405 30,847,774 34,737,649
Finance Lease Obligation 3,690,151 2,599,993 - 234,828 5,037,134
Deferred Letter of Credit - 31,251,676 153,403,112 165,596,723 -
Deferred Tax Liability 132,945,393 108,272,480 86,690,358 73,073,773 22,102,693
Total Non Current Liabilities 225,707,940 241,074,805 251,762,875 269,753,098 61,877,476
Current Liabilities
Trade and Other Payables 120,392,762 124,271,783 73,430,372 146,394,441 86,836,610
Provision for Expenses/Accured Expenses 67,174,555 55,474,945 43,548,902 - -
Short Term Loan 23,238,981 14,445,213 17,960,810 27,181,554 4,629,691
Current Portion of Long Term Liabilities 31,854,212 22,776,384 19,042,503 21,743,446 15,080,414
Finance Lease Obligation 1,149,324 652,914 466,480 4,802,317 5,676,256
Current A/C with Intercompany - - 19,975,639 - 15,055,056
Provision for Workers Profit Participation Fund (WPPF) 7,609,244 - - - -
Provision for Tax Liability 37,028,822 15,702,374 14,888,917 7,935,685 22,058,944
Total Current Liabilities 288,447,900 233,323,613 189,313,623 208,057,442 149,336,970
Total Liabilities 514,155,840 474,398,418 441,076,498 477,810,540 211,214,446

Total Equity and Liabilities 1,237,962,331 1,068,809,985 950,491,198 922,559,695 553,306,882

302
303
C. Dividend:
The Company's data relating to dividend is as under
Forms of Dividend 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13
Cash Dividend (%) Nil 5% Nil Nil Nil
Stock Dividend (%) Nil Nil 100% Nil Nil

D. ADN Telecom Limited (Formerly Known as Advanced Data Networks System Limited) was incorporated on September 22, 2003 under The Companies Act, 1994 as a
Private Limited Company. It commenced its commercial operation in 2003. ADN Telecom has converted into public on 25th July 2012 from Private Limited. The company
has been awarded with the ISO 9001:2008 certification for serving its valued customers with the service of excellent quality;

E. We Certify the company's Assets and Liabilities (Balance Sheet) as at 30 June 2017 and 2016 was audited by us and for the year ended 30 June, 2015, 2014 was

audited by A.Qasem & Co., Chartered Accountants and 2013 was audited by Hoda Vasi Chowdhury and Co., Chartered Accountants.

F. We certify the company's Statement of operating result (Income Statement) for the year ended 30 June 2017 and 2016 was audited by us and for the year ended 30

June, 2015, 2014 was audited by A.Qasem & Co., Chartered Accountants and 2013 was audited by Hoda Vasi Chowdhury and Co., Chartered Accountants.

G. Figures related to previous years have been rearranged wherever necessary.

H. Calculation of basic EPS:

No. of days
Weighted Average number of ordinary shares No. of Shares 2012-13
outstanding
Full Year 365 17,360,000 17,360,000
Issue of bonus shares during 2016-2017 365 20,929,583 20,929,583
38,289,583 38,289,583

No. of days
Weighted Average number of ordinary shares No. of Shares 2013-14
outstanding
Full Year 365 17,360,000 17,360,000
Issue of Shares on 08 January 2014 08-01-14 30-06-14 174 3,569,583 1,701,664
Issue of bonus shares during 2016-2017 365 20,929,583 20,929,583
41,859,166 39,991,247

No. of days
Weighted Average number of ordinary shares No. of Shares 2014-15
outstanding
Full Year 365 20,929,583 20,929,583
Issue of bonus shares during 2016-2017 365 20,929,583 20,929,583
41,859,166 41,859,166

No. of days
Weighted Average number of ordinary shares No. of Shares 2015-16
outstanding
Full Year 365 20,929,583 20,929,583
Issue of bonus shares during 2016-2017 365 20,929,583 20,929,583
41,859,166 41,859,166

No. of days
Weighted Average number of ordinary shares No. of Shares 2016-17
outstanding
Full Year 365 20,929,583 20,929,583
Issue of bonus shares during 2016-2017 365 20,929,583 20,929,583
Issue of Shares on 07 June 2017 07-06-17 30-06-17 24 3,000,834 197,315
44,860,000 42,056,481

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

304
(e) Financial spread sheet analysis for the latest audited financial statements
ADN Telecom Limited
STATEMENT OF FINANCIAL POSITION
As at 30 June 2017

Particulars 30-Jun-17
Amount in BDT % on Total Asset
ASSETS
Non-Current Assets
Property, Plant and Equipment 733,904,274 59.28%
Intangible Assets 1,185,928 0.10%
Investment 9,345,901 0.75%
Total Non-Current Assets 744,436,103 60.13%
Current Assets
Inventories 2,363,500 0.19%
Trade and Other Receivables 230,783,227 18.64%
Advance, Deposits and Prepayments 154,458,616 12.48%
Cash and Cash Equivalents 105,920,885 8.56%
Total Current Assets 493,526,228 39.87%
Total Assets 1,237,962,331 100.00%
EQUITY AND LIABILITIES
Capital & Reserves
Share Capital 448,600,000 36.24%
Share Premium 83,005,464 6.71%
Retained Earnings 192,201,027 15.53%
Total Equity 723,806,491 58.47%
LIABILITIES
Non-Current Liabilities
Term Loan 89,072,396 7.20%
Lease Liabilities 3,690,151 0.30%
Deferred Tax Liability 132,945,393 10.74%
Total Non-Current liabilities 225,707,940 18.23%
Current Liabilities
Current Portion of Term Loan 31,854,212 2.57%
Current Portion of Lease Liabilities 1,149,324 0.09%
Short Term Loan 23,238,981 1.88%
Accrued Expenses 67,174,555 5.43%
Provision for Workers' Profit Participation Fund (WPPF) 7,609,244 0.61%
Trade and Other Payables 120,392,762 9.73%
Provision for Tax Liability 37,028,822 2.99%
Total Current Liabilities 288,447,900 23.30%
Total Liabilities 514,155,840 41.53%
Total Equity and Liabilities 1,237,962,331 100.00%

305
 ADN Telecom Limited
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
As at 30 June 2017

Particulars 30-Jun-17
Amount in BDT % on Total Sales
Net Revenue 829,452,281 100%
Cost of Goods Sold & Services 481,879,050 58%
Gross Profit 347,573,231 42%
Administrative Expenses 99,397,739 12%
Distribution and Marketing Expenses 71,882,906 9%
Operating Expenses 171,280,645 21%
Profit before Interest and Tax 176,292,586 21%
Other Non-Operating Income (938,502) 0%
Financial Expense 17,436,964 2%
Workers Profit Participation Fund (WPPF) 7,609,244 1%
Share of profit/(loss) of associates 14,821 0%
Profit before Tax 152,170,059 18%
Current Tax 21,560,149 3%
Deferred Tax 24,672,913 3%
Provision for Tax 46,233,062 6%
Net Profit After Tax 105,936,997 13%
Earnings Per Share (EPS) 2.52

306
 (f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares) in addition to the
weighted average number of shares basis. Future projected Net Income should not be considered while
calculating the weighted average EPS;

Amount in BDT
Particulars
( 30 June 2017)
Profit Attributable/Net Profit after tax 105,936,997
No. of Shares before IPO 44,860,000
Earnings per share (EPS) 2.36

(g) All extra-ordinary income or non-recurring income coming from other than core operations should be shown
separately while showing the Net Profit as well as the Earnings Per Share;

(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS;

Not applicable for ADN Telecom Limited.

(i) Net asset value (with and without considering revaluation Surplus or reserve) per unit of the securities being
offered at the date of the latest audited statement of financial position.

(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or anomaly is
found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer.
N/A.

307
(k) Following statements for the last five years or any shorter period of commercial operation certified by the
auditors:-

(i) Statement of long term and short term borrowings including borrowing from related party or connected persons
with rate of interest and interest paid or accrued;

308
309
310
(ii) Statement of principal terms of secured loans and assets on which charge have been created against those
loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or
other security, re-payment schedule and status;

311
312
313
314
315
316
 (iii) Statement of unsecured loans with terms & conditions;

This is to certify that ADN Telecom Limited did not take any unsecured loan from 1st July 2016 to 30th June 2017 except an
interest free Loan from its sister concern Tech Valley Computers Limited amounting to BDT-50,00,000 (Fifty lac taka only).

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

(iv) Statement of inventories showing amount of raw material, packing material, stock-in process and finished
goods, consumable items, store & spares parts, inventory of trading goods etc.;

(v) Statement of trade receivables showing receivable from related party and connected persons;

317
(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of
interest and interest realized or accrued;

318
319
320
321
(vii) Statement of other income showing interest income, dividend income, discount received, other non operating
income;

322
(viii) Statement of turnover showing separately in cash andthrough banking channel;

Amount in BDT
Particulars 2016-17 2015-16 2014-15 2013-14 2012-13
In Cash - - - - -
Through Banking Channel 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170
Total 829,452,281 757,317,248 617,304,977 513,112,791 430,773,170

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

323
(ix) Statement of related party transaction;
2016-17 2015-16 2014-15 2013-14 2012-13

Balance at Balance at Balance at Balance at

Value of Value of Value of Value of Value of Balance at the
the end of the end of the end of the the end of the
transaction transaction transaction transaction transaction end of the year
S Related Nature of the year the year year year
Relationship during the during the during the during the during the Receivable/
L Parties Transaction Receivable/ Receivable/ Receivable/ Receivable/
year year year year year (Payable)
(payable) (Payable) (Payable) (Payable)

Amount in BDT
Concern Intercompany
Tech Valley under 2,000,000 - (20,000,000) - 20,000,000 20,000,000 - - - -
1 Loan
Networks Ltd. common
management Cost Sharing - - (9,714,470) - 377,951 9,714,470 3,835,706 9,336,519 3,770,090 5,500,813
Concern
Tech Valley
under Intercompany
2 Computers 2,752,742 (5,000,000) 4,500,000 (7,752,742) 2,149,085 (12,252,742) 198,780 (14,401,827) (14,600,607) (14,600,607)
common Loan
Ltd.
management
Intercompany
Concern 3,000,000 5,006,655 372,825 2,006,655 10,770,314 1,633,830 12,404,144 12,404,144 -
ADN Loan
under Equipment
3 Technologies 6,828,044 - 21,425,446 6,828,044 3,005,588 (14,802,269)
common Purchase
Ltd
management
Cost Sharing 23,960 - 481,614 23,960 42,082 (252,787)
Intercompany
4 My Tel Ltd Investment 1,120,000 29,017,409 16,262,409 30,137,409 - 13,875,000 1,750,000 13,875,000 9,587,500 12,125,000
Loan
Concern Intercompany
3,000,000 -
Bangladesh under Loan
5
News 24 Ltd common
Cost Sharing - - 567,736 - 458,760 567,736 108,976 108,976
management
Concern Equipment
(958,800) (958,800) (958,800) (29,300) (958,800) (929,500)
InGen under Purchase
6
Industries Ltd. common
Cost Sharing (36,500) - - (36,500) - (36,500) (36,500) (36,500)
management
Concern
InGen Motors under
7 Cost Sharing - 560,000 - 560,000 80,000 560,000 240,000 480,000 240,000 240,000
Ltd. common
management

324
 Intercompany
Concern 3,000,000 12,750,000 2,500,000 9,750,000 - 7,250,000 6,550,000 7,250,000 700,000 700,000
InGen Loan
under Equipment
8 Technologies - 3,100,000 - 3,100,000 - 3,100,000 3,100,000 3,100,000 - -
common Purchase
Ltd.
management
Cost Sharing (987,367) 8,330,665 - 9,318,032 2,630,966 9,318,032 2,692,531 11,948,998 2,938,424 9,256,467
Advance Concern
Technology under
9 Cost Sharing (4,061,427) (4,061,427) (4,061,427) 1,110,640 (4,061,427) 806,840 (5,172,067)
Computers common
Ltd. management
Concern
ADN
under Intercompany
10 Eduservices 5,093,055 5,093,055 - - - - - - - -
common Loan
Ltd.
management
Chairman & Director
11 Asif Mahmood 2,400,000 - 2,400,000 - 2,400,000 - 2,400,000 - 1,800,000 -
MD Remuneration

Place: Dhaka Sd/-

Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

325
(x) Reconciliation of business income shown in tax return with net income shown in audited financial
statements;

Reconciliation of Business Income shown in Tax Return with Net Income shown in Audited Financial Statements
Amount in BDT
Particulars
2016-17 2015-16 2014-15 2013-14 2012-13
Income before Income Tax shown
152,170,059 125,046,738 96,015,944 119,824,478 114,861,478
in Audited Financial Statement
Less: Other Income 938,502 792,457 1,918,335 1,545,094 159,346
Add: Accounting Depreciation 50,936,565 41,753,667 35,914,930 27,740,895 16,146,481
202,168,122 166,007,948 130,012,539 146,020,279 130,848,613
Less: Tax Depreciation 112,830,077 111,615,384 94,672,854 111,100,404 56,090,470
Less: Rebate on Tax 22,569,384 14,645,562 11,987,123 10,704,586 20,048,530
66,768,661 39,747,003 23,352,562 24,215,289 54,709,613
Add: Other Income 938,502 792,457 2,947,901 1,277,733 159,346
Income shown in Tax Return 67,707,164 40,539,460 26,300,463 25,493,022 54,868,959

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

(xi) Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through
banking channel;

TO WHOM IT MAY CONCERN

This is to certify that all receipts and payments of the ADN Telecom Limited above Tk. 500,000/- (Taka Five Lac) were
made through Banking Channel for the years from 1 July 2012 to 30 June 2017.

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

This is to certify that Bank Statements of the ADN Telecom Limited are in conformity with its Books of Accounts for the
years from 01 July 2012 to 30 June 2017.

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

326
(xiii) Statement of payment status of TAX, VAT and other taxes or duties;

Payment Status in BDT

Particulars
2016-17 2015-16 2014-15 2013-14 2012-13
TAX 23,622,198 14,188,811 12,526,224 10,806,894 23,334,162
VAT 60,749,217 51,362,066 28,223,805 24,695,097 22,001,948
Other Taxes/Duties - - - - -

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 20 September 2017 Chartered Accountants

327
SECTION: XXVII
CREDIT RATING REPORT

ADN Telecom Limited

Credit Rating Report
Short Term
Valid From Valid Till Rating Action Long Term Rating Outlook
Rating
September 13, 2018 November 13, 2019 Surveillance A+ ST-2 Stable
September 13, 2017 September 12, 2018 Surveillance A+ ST-2 Stable
October 02, 2016 October 01, 2017 Surveillance A+ ST-2 Stable
October 02,2015 October 01,2016 Surveillance A+ ST-2 Stable
October 02, 2014 October 01, 2015 Surveillance A+ ST-2 Stable
February 24, 2014 February 23, 2015 Surveillance A+ ST-2 Stable
February 24, 2013 February 23, 2014 Initial A ST-2 Stable

Date of Incorporation : September 22, 2003

Managing Director : Mr. Henry Hilton
Authorized Capital : BDT 2000.00 Million
Paid up Capital : BDT 448.60 Million (As on June 30, 2018)
Current Assets : BDT 570.94 Million (As on June 30, 2018)
Fixed Assets : BDT 857.65 Million (As on June 30, 2018)

Bank Facility & Loans Outstanding(Funded) Total

(in BDT Million): (As on June 30, 2018) Limit
The City Bank Limited Short Term 25.50 200.00
IDLC Long Term 38.80 90.00
IIDFC Long Term 50.88 97.00

Contact Analysts : Anisul Islam anis@emergingrating.com

Zahirul Islam zahirul@emergingrating.com

328
 2018 Surveillance Review
ADN Telecom Limited
Major Rating Factors
Strengths Strong Management with excellent track record
Support from Vertically Integrated Sister Concern.
Business Alliance with SingTel, Orange Business Services, TATA Communications, Bharti
Telecom, Sri Lanka Telecom and Airtel.
Largest provider of international MPLS and IPLC service.

Challenge/ Highly Competitive Market with Strong Competitors.

Risk Operating In Highly Regulated Industry.
Price undercutting by government owned service providers.
Sabotage to infrastructure by external parties.
Rationale Emerging Credit Rating Limited (ECRL) has affirmed A+ (Pronounced as single A plus) long term credit
rating and ST-2 short term credit rating to ADN Telecom Limited (Hereafter referred to as ‘ADNTel’ or
‘the company’). The outlook on the rating is Stable. The assigned rating reflects the strength of the
company fundamentals, which is supported by competitive business position, improved profitability,
strong cash balance, up-to-date telecom system, additional client base and prudent management team.
However, ECRL is concerned about entrance of new ISP license holders (Government owned and non-
government owned) in the market in addition current competitive industry scenario, potential changes in
regulation by the authority, which may have an impact on the growth of ADNTel’s market share and
profitability. The rating is based on the audited financial statements of FY 2014-15 to FY 2017-2018 and
other qualitative and quantitative information available up to date of rating.
ADN Telecom Limited is one of the leading ISPs in Bangladesh providing a range of services including
internet service, data service- IPVPN, IP telephony service, Telehouse& hosting, MPLS and IPLC. The
company winged on its operational journey from the year 2003 under the Companies Act, XVIII of 1994
and converted in to a public limited company on July 25, 2012. The operations of the business are
stretched all over the nation and managed from its 5 offices centered in Dhaka, Chittagong, Sylhet,
Faridpur and Khulna. It owns a diverse access network across the whole country through wireless, fiber
and satellite infrastructure. Bangladesh Telecommunication Regulatory Commission (BTRC) has
awarded ADNTel numerous esteem licenses and permission as the Nationwide Internet service
provider. ADNTel is also an ISO 9001:2005 certified company. To ascertain this requirement, the
company has in place various software and customer care point. It has placed Quick book Pro & ERP,
which has been developed in house.

With the view of expanding its business operations, ADN Telecom Limited is listing its shares in the
stock market in Bangladesh through IPO (Initial Public Offering). On September 05, 2018 it has received
consent from Bangladesh Securities and Exchange Commission to commence electronic bidding by the
eligible investors to determine the cut-off price of its ordinary shares. Proceeds from Initial public offering
(IPO) will be used for balancing, modernization, rehabilitation and expansion of infrastructure
development, data centre setup, loan repayment and IPO expenses.

329
The entity’s revenue is generated from both import and export services where local services
comprised 57.67% and export services comprised 42.33% of total revenue which has been
growing satisfactorily in the last four financial years due to addition of new customers as well
as new services such as ‘Bulk SMS- Digital business’ to its revenue stream. The company has
been maintaining a renowned local corporate client base including multinational companies as
well as government agencies and embassies. Unilever Bangladesh, Samsung Bangladesh,
Chevron, British American Tobacco, British High Commission in Dhaka, Janata Bank Ltd,
Sonali Bank Ltd, Agrani Bank Ltd, Rupali Bank Ltd, Dutch Bangla Bank Ltd, BRAC Bank
Limited and GE Health Care are some of the major customers of ADNTel.
As per audited financial statement, revenue of the company stood at BDT 920.42million exclusive of
VAT in FY 2017-18 recording a revenue growth of 11.00% in comparison to 9.53% growth in the
preceding year. Data service-IPVPN and Internet service represents the highest concentration of local
revenue with 80.73% and 14.57% respectively which has helped to retain the growth rate. Various
initiatives taken by the government in the arena of information and communication technology to achieve
the goal of ‘Vision 2021’ have accelerated the growth of internet users which has promoted to increase
ADNTel’s revenue in last four financial years.During this period of review country’s internet users has
more than doubled from 38 million (June 2014) to 88 million (June 2018). On the other hand revenue of
ADNTelfrom Export service in terms of MPLS- service also grew by 10% in FY 2017-18 to BDT 424.04
million (2015-16: BDT 385.40 million) driven by demand of this service outside the local market.
Furthermore, the revenues from all other sources have been growing allowing consistent and healthy
growth in the total revenue of the company.

Over the last four financial years, the company has maintained a very consistent and satisfactory gross
profit margin, which reflects the company’s ability to control product costs in line with revenue. In these
periods, the gross profit margin of the company has ranged between 39%-44%, which indicates a very
low variance. Therefore, the growth in the gross profit kept in line with the growth in revenue. However,
company is operating expenses, consisting mainly of administrative, distribution and marketing
expenses grew at a higher rate in comparison to the revenue restricting the profit margins to show
reflection of the growth in revenue. During the period under review, the operating profit margin ranged
between 17.46%-21.87% which shows a sizeable gap between the gross profit margin and the operating
profit margin. On the other hand, the liquidity position of ADN Telecom Limited has been steady
throughout the period under review with the current assets of the company covering its current liabilities
by more than 1.50 times in each of the periods. Historically, ADNTel has been an equity-based company
with very low dependence on debt financing. It has sufficient level of cash resources, which minimizes
the company’s need for debt financing. As presented in the table below, the debt to equity ratio of the
company has been very low and stood at 0.15 times in FY 2017-18 as the term loans has gradually
been settled to reduce the debt owed to the NBFIs.

The entity has debt obligation with three financial institutions namely The City Bank Limited, IDLC and
IIDFC. The primary purpose of this debt obligation to manage working capital needs, pay import duty &
VAT related cost, import wireless machinery & equipment of the company. In FY 2017-18 Company has
made payments of term loan facility of BDT 20.49 million and BDT 23.29 million respectively to IIDFC
and IDLC. As per outstanding position from respective Financial Institutions, ADN Telecom Limited has
total funded outstanding liability of BDT 115.18 million and non-funded outstanding liability of BDT 34.06
million against the total limit of BDT 387.00 million as on June 30, 2018. Moreover, as per supporting
documents payment pattern of the company is regular.

ECRL views ADN Telecom Limited outlook as Stable considering current business position, demand for
the product, industry outlook and macroeconomic status of the country.

330
Exhibit 1: Financial Highlights: ADN Telecom Limited
FYE 30 June 2017-18 2016-17 2015-16 2014-15
Revenue (BDT in Millions) 920.42 829.45 757.32 617.30
Revenue Growth (%) 11.00 9.53 22.68 20.31
COS (BDT in Millions) 515.14 481.88 460.00 375.51
COS Growth (%) 6.90 4.76 22.50 30.94
Gross Profit (BDT in Millions) 405.28 347.57 297.32 241.80
Operating Income (BDT in Millions) 201.27 176.29 134.43 102.75
Net Profit After Tax (BDT in Millions) 119.63 105.93 87.76 64.67
Gross Profit Margin (%) 44.03 41.90 39.26 39.17
Operating Profit Margin (%) 21.87 21.25 18.62 17.46
Net Profit Margin (%) 13.00 12.77 11.59 10.48
Current Ratio (x) 1.58 1.71 1.57 2.02
Cash Conversion Cycle (days) 10 18 22 32
Debt to Equity (x) 0.15 0.25 0.29 0.40
Interest Coverage Ratio (x) 13.75 12.60 16.71 11.88
ROA (%) 8.37 8.56 8.21 6.80
ROE (%) 14.18 14.64 14.76 12.69
CFO (BDT) 152.58 155.83 336.00 112.00
FY2014-15 to FY2017-18 data obtained from audited financial statements

331
A. BUSINESS DESCRIPTION

A.1. Company Background

The company embarked its operation with the designated name of Advanced Data Networks System Limited incorporated
on September 22, 2003 under the Companies Act XVIII of 1994. Thereafter, it changed its name as ADN Telecom Limited
on April 15, 2012.ADNTel began its journey as a private limited company; it converted into public limited company on July
25, 2012. The authorized and paid up capital of the company are BDT 2000.00 million and BDT 448.60 million respectively.
ADNTel is an ISO 9001:2008 certified, public limited company operating as a provider-customized data, voice and video
connectivity through fiber, satellite wireless solutions. The company holds licenses from Bangladesh Telecommunication
Regulatory Commission (BTRC) as a nationwide internet Service provider, Nationwide IP Telephony Service provider and
VSAT provider with Hub.The company has developed business alliance with global telecommunications companies
including SingTel, TATA Communications, Bharti Airtel, Orange business system and Srilanka Telecom with SingTel and
TATA Communications being their business partner. These alliances have enabled the company to provide end-to-end
solutions, both domestically and internationally.

With the view of expanding its business operations, ADN Telecom Limited is listing its shares in the stock market in
Bangladesh through IPO (Initial Public Offering). On September 05, 2018 it has received consent to commence electronic
bidding by the eligible investors to determine the cut-off price of its ordinary shares. Proceeds from Initial public offering
(IPO) will be used for BMRE of infrastructure development, data centre setup, loan repayment and IPO expenses.

A.2. Principal Products and Services

ADN Telecom Limited’s product/service portfolio is divided into the following broad categories:

 Internet service:
ADNTel provides high-speed, secured and reliable internet services, anywhere in Bangladesh. It provides cutting edge
technologies such as WiMAX, WiFi, SDH, and GEPON through wired infrastructure, wireless means or through
satellite. To provide seamless and smooth services, ADNTel’s internet infrastructure is connected to both submarine
and terrestrial cable. Additionally, ADNTel is connected to different International Internet Gateways (IIG) and National
Internet Exchange (NIX).

 Data Service-IPVPN:
This is a one-stop service where Internet Protocol Virtual Private Network (IPVPN) can connect multiple locations
converging voice, video and data onto one network at required performance levels by managing the bandwidth. This is
a network-based solution that is intelligent, understanding the varying needs and performance parameters for different
types of traffic. This secure solution allows consolidating different applications, end users and supporting infrastructure
onto a single private network.

 IP (Internet Protocol) Telephony service:

The IP Telephone solution of ADNTel is a fixed location telephone used over the internet and carries voice. It has all
the services of a land phone and allows the user to make video-calls, use voicemail and many other Value Added
Services. It offers everything one needs, from a simple stand-alone phone-set to a complete office PABX replacement.

 Telehouse& Hosting:
ADNTel offers telehouse and hosting services, otherwise known as Data center service. These are configured for the
most complex installations and co-location space. ADNTel’s Data Center complies with industry standards offering co-
location facilities with 24X7 restricted access. At present ADNTel has this facility in two locations of Dhaka city
(Motijheel and Mohakhali). There are future expansion plans to establish these facilities in major cities across the
country to accommodate increasing demand.

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 Equipment Sales:
When customers are provided a service, it is backed up with equipment (hardware) to facilitate it. Equipment such as
fiber, routers, switches, IP telephones, etc. are sold in addition to the service as a part of Service Level Agreements
(SLA).

 Multiprotocol Label Switching (MPLS):

ADNTel provides global MPLS services in partnership with the foreign carriers. It offers a range of cost effective IP
solutions that simplify the operation of corporate data networks with seamless any-to-any connectivity across the world.
This service enables users to use a single connection between offices across the Asia Pacific region and beyond and
allow the network to manage the application prioritization and routing of traffic.

 International Private Leased Circuit (IPLC):

IPLC offers a dedicated secure digital point-to-point private connection between two locations, one at Bangladesh and
the other overseas. ADNTel helps connect major national and international organizations with a direct link to their
global offices for end-to-end connectivity using International Private Leased Circuit (IPLC) through high-speed,
international long distance cables.

A.3. Competitors
The competitions among the internet service providers are intense. There are many competitors who make their mark in the
market. The lists are given below:

Exhibit 2: Competitor’s List

Name Overview Products/ services Client Name
Agni System  Operating for over 19 years  Fiber Optic Broadband  Huwaei, Airspan,
Limited  Offers Fiber and Wireless  Wireless Broadband MOTOROLA,
Broadband.  Data/VPN Connectivity CISCO,ZyXEL, Yealink,
 Licenses including ISP, IP  IP Telephony Draytek, Ubiquity, Welltech,
Telephone, VSAT and 3.5  Domain/Email/Web
GHz Frequency allocation. Hosting.

BDCOM Online  The Company has converted  Broad band internet  East West University,
Limited into a public limited company Service Berger, giz, Marvenir,
in 2001.  Dial up internet services MetlifeAlico, Onebank,
 Automatic Vehicles location  Corporate VPN Novorair, Bangladesh eye
system ( AVLS)  Data Communications hospital
 Cisco and juniper solutions systems
 Radio Stations  IP Telephony
 Network products
Aamra  Aamra technologies limited  E payment solution  Bank Asia Limited, Berger
Technologies was initiated on December 31,  International Internet paints Bangladesh Limited,
Limited 2007 with a new name and Gateway. Dhaka Electric supply
newer visions and missions  Professional service. company Limited, Delta
that promise to advance  Server and storage. infocom, Dotnet.
Bangladesh in their business
sector like never before. As of
February 03, 2010, ATL has
been incorporated in
Bangladesh as a Public
Limited Company with the
Office of the Registrar of Joint
Stock Companies and Firms.

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A.4. Distribution of product and service
ADN Telecom Limited provides enterprise networking and connectivity solutions to corporate, Multinationals and financial
institutions through its nationwide network and affiliation with global telecommunications companies. As a service provider,
the company does not require a transportation anddistribution network. ADNTel has 42 marketing professionals assigned to
promote its brand to various district and city in Bangladesh. The list of affiliate partners are given below:

Exhibit 3: List of major affiliate partners

Affiliated Partners Service/Products Supplied
Grameen Phone Limited Co-Location/Secondary Transmission Capacity
Managewell Communication Ltd.* Internet Bandwidth
Fiber Lease Rent(Under Ground Cable) & Transmission
Summit Communications Limited
Capacity
BD Link Communications Ltd Internet Bandwidth
Fiber Lease Rent(Under Ground Cable) & Transmission
Fiber @ Home Limited
Capacity
Bangladesh Telecommunication Company Ltd Co-Location/Secondary Transmission Capacity*
Bangladesh Submarine Cable Company Ltd Internet Bandwidth

B. Industry Analysis

Internet Service Providers (ISP)

The present government has taken significant initiatives in setting the right vision and formulating policies and action plans
for transforming the country into “Digital Bangladesh”. The focused government initiatives have resulted in an accelerated
pace of growth of internet users, which in the last four years have more than doubled from 38 million (June 2014) to 88
million (June 2018). The number of active internet connections in Bangladesh hit 90.50 million in August 2018, contributed
by the addition of about 1.80 million new connections to the network in a month. Of them, 84.70 million are connected with
mobile internet, 5.73 million with fixed broadband internet while the rest use WiMAX.

ISP services include E-mail, World Wide Web access and Bulletin Board Systems. Over the past couple of years, Internet
services have gathered much greater value and scope, resulting in many premium services, which may be priced. According
to the Bangladesh Telecommunication Regulatory Commission, all the licensed ISP organizations are divided into two
categories: "Nationwide ISP License and Non-Nationwide ISP License."

According to the telecom regulator, BTRC, the country's four mobile operators now have 147 million customers while the
number of mobile internet users is 75.40 million. A recent BTRC report published on its website also revealed that a total of
5,345,000 internet users were connected to the internet service providers (ISPs) or public switch telephone networks
(PSTN), while 88,000 users were hooked to WiMAX. License has been issued to 851 Internet Service Providers (ISPs) in six
categories. The regulator handed over nationwide license to 140 ISPs while 87 licenses for central zone, 183 zonal (south
and east) licenses as well as ISP along with cyber cafe, license to 319 operators under A category, 31 license under B
category and 91 licenses under C category.

During the last decade, the ICT sector in Bangladesh has made tremendous progress with an estimated annual growth of 20
per cent. Moreover, 21 of the 53 e-citizen services quick-win activities identified by Access to Information (A2I) Programme
(based at the Prime Minister's Office) have already been launched. The rest of the activities are being pursued either
independently by the implementing ministry/implementing agency.

However, the actual measure of our success in the arena and our relative position among the countries of the world in
general, and our neighbors in particular, can only be gauged by various indices periodically published by international
organizations such as the World Bank, ITU or the Internet.Org.According to ICT Development Index (IDI), which is one of
the core features of the ITU report titled

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“Measuring the Information Society Report 2015”, Bangladesh's score was low (2.2 out of 10 and 144th position out of
167).“The Inclusive Internet Index: Bridging digital divides” by Internet.Org puts us in 46th position among 75 countries with
a score of 57.8. This index “assesses and compares countries according to their enabling environment for the adoption and
beneficial use of the internet. Its purpose is to outline the current state of internet inclusion around the world, and to help
policymakers and influencers gain a clearer understanding of the factors that contribute to wider and sustainable inclusion.”
Internet.Org commissioned the Economist Intelligence Unit (EIU) to bring together data from as wide a range of sources as
possible to create a comprehensive index of internet inclusion.

“The World Development Report 2016: Digital Dividends” by the World Bank indicates that 141.5 million Bangladeshis are
offline which is markedly different from the number of internet subscribers published by the BTRC but it appears that the
discrepancy lies in the definition adopted by the two entities. According to BTRC, an internet user is one who has gone
online at least once in the last three months, which for all practical purposes cannot be used for serious economic or social
impact calculations. According to this World Bank report, Bangladesh has been unable to reap the benefits of faster internet
and penetration of mobile phones. It observed that Bangladesh can accelerate growth, create more jobs and deliver better
public services by enhancing access to digital technologies.

Bangladesh is still lagging behind its peers in Asia when it comes to internet usage and its awareness, found a recent
survey.Only 33 percent of the population aged 15-65 in Bangladesh knows what the internet is, according to the
'AfterAccess' survey conducted by LIRNE Asia, an Asia Pacific-based think-tank, between April last year and June this
year.Only 13 percent of the population in Bangladesh uses the internet, the lowest among the countries surveyed in
Asia.However, according to the Bangladesh Telecommunication Regulatory Commission, at the end of August there are
9.05 crore active internet connections in the country, meaning the internet penetration is more than 50 percent.The survey
interviewed 2,000 households and individuals from 100 wards and villages in 40 districts on a range of topics related to the
use of mobile phones, internet, social media and other platforms.The urban-rural gap in internet use was large in most
countries, with rural dwellers lagging behind as much as 48 percent in India and 38 percent in Bangladesh.

With the introduction of 4G (LTE) by the mobile operators and fiber optic cable based GPON technology by the ISPs, the
requirement for nationwide backhaul transmission capacity is growing by leaps and bounds and the current NTTN operators
are not equipped to handle this requirement. A telecom operator having tens of millions of subscribers cannot be dependent
on third party transmission suppliers and be expected to meet the quality standards expected by our customers and
policymakers. We need to take a serious look at the core problem and resolve it before it is too late.

If the basic telecom infrastructure is strengthened in Bangladesh by means of robust optical fiber transmission networks
across the country by multiple providers as well as underground fibers going to each building in the metropolitan areas, the
price of internet bandwidth can be brought down significantly. In fact, the price of internet should be kept identical across the
country as access to internet has become a basic right of every citizen. This can be easily achieved by covering the
transmission cost difference from the Social Obligation Fund which is now sitting idle.

Bangladesh needs to focus more on meaningful internet use to reap optimum benefits from the growing number of people's
access to internet and technology. The rate of internet penetration, no doubt, reflects our march forward in terms of people's
empowerment, access to technology and preparedness to thrive further. Netizens these days are focusing further on
harnessing newer possibilities using the wide-open and vast array of internet resources. Indeed, the growing number of
internet connections can give our economy the much-needed boost by adding more to the gross domestic product (GDP).
The right thing for Bangladesh now is to put together all relevant initiatives to make productive use of the World Wide Web
and generate a sizeable result exploring endless possibilities out of the growing rate of internet literacy and penetration.

C. BUSINESS RISK ANALYSIS

C.1. Industry Risk

Being involved in internet service provider business, the incumbent operators have tremendous opportunity to deploy new
products and features, ongoing technological advancements will create new competitors and embolden existing competitors
who lack the legacy cost structure of the incumbents.

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This competition for customers is expected to limit pricing flexibility, which in combination with the incremental product
development costs and higher marketing expenses, can lead to margin pressure. According to the BTRC, there are 140
nationwide service providers operating in the country and Total 319 ISP licenses awarded in the category A, 31 licenses in
the category B, and 91 licenses in category C. so the competition among the provider is very intense and those who has
maintained core requirements i.e. networking and connectivity are remain in strong position in the market and ADN Telecom
Ltd. has business alliances with among the renowned telecom sector participants in the world, including Singtel, Orange,
TATA Communications and Bharti Airtel. The company’s foothold in the industry is very strong, with clients including British
American Tobacco Bangladesh, Huawei Bangladesh, Chevron Bangladesh, Janata Bank Limited and Sonali Bank Limited,
with Singtel, Orange and TATA Communications being their business alliance.

C.2. Threat of New Entrance

According to BTRC, a total of 319 ISP licenses is awarded so far in category A, 31 licenses in category B and 91 licenses in
category C. So if the regulatory body decides to hand more licenses, then the existing Internet Service provider will face stiff
competitions from the new entrants. The capital intensive nature of the industry instigates significant investment in network
infrastructure for maintenance and the introduction of new services to replace declining legacy products which is likely to be
a permanent characteristic of the internet service industry. Despite the expanding use of telecommunications networks to
deliver a broader array of service offerings the expanding capital spending to elevate the standards of emerging markets like
Bangladesh will hinder free cash flow growth. Fast moving technological trends resulting to reduced asset life cycles;
together with increased competition, the return on investment is likely to be less certain than has been the case for the
industry historically.

C.3. Listing in the stock market

ADN Telecom Limited is listing its shares in the stock market in Bangladesh through IPO (Initial Public Offering). On
September 05, 2018 it has received consent to commence electronic bidding by the eligible investors to determine the cut-
off price of its ordinary shares. Public companies are public property and as such they are expected to comply with the rules
of the markets they populate and are subject to more scrutiny and accountability. In addition, once listed, a lack of demand
normally translates into a low share price, which carries the risk being undervalued at a certain point. In the public markets,
companies’ share prices are not only affected by their own performance, but by the performance of the market and the
economy as a whole.

C.4. Potential and Existing Government Regulation

The regulatory body of Internet service industry of Bangladesh – Bangladesh Telecommunication Regulatory Commission
(BTRC) dictates the telecommunication regulation to a great extent. ADN Telecom Limited has been awarded the license of
ISP with some specific conditions which must be fulfilled within certain time limit. Among them four is listed in the Dhaka
Stock exchange with several years of operational experience. The company is also operating under The Companies Act
1994 and local tax policies. As such any adverse changes in those policy and regulations may impact the company’s
operations and expansion plan. However, it must be noted it is an industry risk and not company specific risk.

C.5. Risk of Frequent Technological Changes & Mitigation Policy

Explosion in technological innovation has transformed the global network bringing the businesses, consumers and people
closer together. The re-structuring of the communications industry has been stimulated by the growth in technology that has
encouraged cell phone manufacturers to introduce handsets that would bring convenience to the customers. The frequent
changes in the technological sector have increased the business risks in the IT companies as they have to keep up with the
changing technological world.

C.6. Exchange Rate Risk

Globalization has made it possible for companies to access resources that would make their businesses viable. This has
exposed companies to exchange rate risks as they can be seen to import as well as export goods from various countries or
do business with companies residing in those companies. The

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 fluctuation in currencies could hamper company profits and thus, they could mitigate by entering into forward contracts or
other financial derivative instruments. ADNTel is dependent on import as well as export the payment/ receipt against export
service is received in foreign currency and thus is exposed to this risk.

C.7. Interest Rate Risk

To import IT equipment and networking equipment, ADN Telecom Limited is availing financing facility from various financial
institution. Interest rate is fixed for the time being. But due to economic cal change interest may fluctuate which may impact
on profitability and cash flow. As per bank correspondence the company is paying off its finance cost properly.

C.8. Disaster Risk Management

Disaster remains a major issue for ADN Telecom Limited. They are susceptible to face natural and human made disasters
such as fire cyber attack, hurricane, and earthquake. These may hamper ADNTel’s operation. The company has
infrastructure sharing agreement with Grameen phone Ltd, Fibre@Home and Summit Communications. All vendors will
ensure that ADN Telecom Limited gets unhindered and round-the-clock access support. Additionally the company has
Twenty five servers located in two different places, so any kind of interruption i.e. Technical difficulties in one server can be
tackled by another server. To minimize operating risk of the company, it has burglary, House breaking and fire insurance
policy with Reliance Insurance Limited. The twenty five servers of the respective entity are situated in the same tectonic
plates, which could be a major risk for the company. As any kind of earth tremor could significantly impact on ADNTel’s
operations.

C.9. Human Resource and Knowledge Management

IT company’s’ most important assets are human resources and accumulated knowledge. The outflow of professionals to
developed markets has a two-fold impact on domestic firms. These are high employee attrition rates and increasing wages.
In this regard it is necessary to motivate IT Personnel to work on domestic market. So the company need to emphasis on
HR policy to retain qualitative manpower.

D. FINANCIAL RISK ANALYSIS

The rating process was based on qualitative aspects which are based on the company’s policies in relation with the
operating strategies, financial leverage, and ultimate financial goals of the companies. For this purpose of the overall
financial risk assessment of the company, ECRL divided the financial portion into five different criteria which are Profitability
Analysis, Liquidity Analysis, Cash flow Analysis, Asset Management, Capital Structure, and overall Financial Flexibility.
Detailed analysis is presented below:

D.1. Profitability

Exhibit 4: Selected Indicators: ADN Telecom Limited

FYE 30 June 2017-18 2016-17 2015-16 2014-15
Revenue (BDT in millions ) 920.42 829.45 757.32 617.30
Revenue Growth (%) 11.00 9.53 22.68 20.31
COS (BDT in Millions) 515.14 481.88 460.00 375.51
COS Growth (%) 6.90 4.76 22.50 30.94
Gross Profit (BDT in millions) 405.28 347.57 297.32 241.80
Operating Profit (BDT in millions) 201.27 176.29 141.02 107.80
Profit before Tax (BDT in millions) 182.31 152.17 125.05 95.80
Net Profit After Tax (BDT millions) 119.63 105.93 87.76 64.67
Gross Profit Margin (%) 44.03 41.90 39.26 39.17
Operating Profit Margin (%) 21.87 21.25 18.62 17.46
Net Profit Margin (%) 13.00 12.77 11.59 10.48
ROA (%) 8.37 8.56 8.21 6.80
ROE (%) 14.18 14.64 14.76 12.69
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

The entity’s revenue is generated from both import and export services which has been growing satisfactorily in the last four
financial years due to addition of new customers as well as new services such as Bulk SMS- Digital business to its revenue
stream. The company has been maintaining a renowned corporate client base including multinational companies as well as
government agencies and embassies.

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Unilever Bangladesh, Samsung Bangladesh, Chevron, British American Tobacco, British High Commission in Dhaka,
Janata Bank Ltd, Sonali Bank Ltd, Agrani Bank Ltd, Rupali Bank Ltd, Dutch Bangla Bank Ltd, BRAC Bank Limited, GE
Health Care, are some of the major customers of ADNTel.

As per audited financial statement, revenue of the company stood at BDT 920.42 million in FY 2017-18 exclusive of VAT
recording a growth of 11.00% in comparison to 9.53% growth in the preceding year. Local services generated 57.67% of
total revenue while the remaining 42.33% is derived from export services. Data service-IPVPN and Internet service
represents the highest concentration of local revenue with 80.73% and 14.57% respectively which has helped to retain the
growth rate. Various initiatives taken by the government in the arena of information and communication technology to
achieve the goal of ‘Vision 2021’ have accelerated the growth of internet users which has promoted to increase ADNTel’s
revenue in last four financial years.
During this period of review
country’s internet users has more
than doubled from 38 million (June
2014) to 88 million (June 2018).On
the other hand revenue of
ADNTelfrom Export services,
particularly, MPLS- service also
grew by 10% in FY 2017-18 to BDT
424.04 million (2015-16: BDT
385.40 million) driven by demand of
this service outside the local market.
Furthermore, the revenues from all
other sources have been growing
allowing consistent and healthy
growth in the total revenue of the
company.

Exhibit 6: Selected Indicators: Revenue to Profit Margin

During FY 2017-18 ADN Telecom Ltd’s total cost base increased by 6.90% to BDT 515.14 million (2016-17: BDT 481.88
million), contributed by increase in bandwidth purchase to meet its customer demands as well as fiber lease rent, POP
expense and depreciation charge. Over the last four financial years, the company has maintained a very consistent and
satisfactory gross profit margin which reflects the company’s ability to control product costs in line with revenue. In these
periods, the gross profit margin of the company has ranged between 39%-44%, which indicates a very low variance.
Therefore, the growth in the gross profit kept in line with the growth in revenue. However, company’s operating expenses,
consisting mainly of administrative, distribution and marketing expenses grew at a higher rate in comparison to the revenue
restricting the profit margins to show reflection of the growth in revenue.

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During the period under review, the operating profit margin ranged between 17.46%-21.87%, which shows a sizeable gap
between the gross profit margin and the operating profit margin. The major component of administrative and marketing
expenses, i.e. salary and allowances, together with other expenses has been increasing at a higher rate every year with
expansion of business and increasing revenues. As a result, the company has not been able to capitalize on the opportunity
to leverage its increasing revenues to magnify profitability.With 13.36% growth over the previous year, the net profit after tax
amounted to BDT 128.72 million while net profit margin stood at 13.98% in FY2018. ROA dropped slightly from 8.54% (FY
2016-17) to 8.37% as total assets grew by 15.14%, which was higher in comparison to the 10.97% growth of revenue in FY
2018. ROE has also slightly decreased in FY 2017-18 due to gradual increase in the equity base of the company.

D.2. Liquidity Analysis:

Exhibit 7: Selected Indicators: ADN Telecom Limited.
FYE 30 June 2017-18 2016-17 2015-16 2014-15
Current Ratio (x) 1.58 1.71 1.57 2.02
Quick Assets Ratio (x) 1.57 1.70 1.56 1.95
Trade Receivables (days) 113 97 94 89
Trade Payables (days) 105 81 78 66
Inventory Turnover (days) 2 1 6 9
Cash Conversion Cycle (days) 10 18 22 32
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

Exhibit 8: Selected Indicators: Liquidity analysis

35000000 35

30000000 30

25000000 25
Receivables
20000000 20
Payables
15000000 15
CFO
10000000 10
Cash Conversion cycle
50000000 5

0 0
2014-15 2015-16 2016-17 2017-18

The liquidity position of ADN Telecom Limited has been steady throughout the period under review with the current assets of
the company covering its current liabilities by more than 1.50 times in each of the periods. With growth in business, the
current assets of the company have grown and majority of ADNTel’s current assets is contributed by trade receivables
(57.94%) whereas advance, deposits & prepayments represent 31.39% of current assets in FY 2018. The quick assets ratio
is quite similar to the current ratio as ADNTel holds very insignificant amount of inventories due to the nature of its business.

ADN Telecom Limited mostly operates in a B2B model with a portfolio of renowned companies which requires the company
to provide credit facilities to its customers in order to remain competitive in the market and maintain good relationship with its
customers. This is further reflected in its receivable days; however, 54.59% of the total receivables are aged from 1-30 days
as the company charges its client both on prepaid and postpaid basis. Moreover,amount of bad debts written off during the
year is trivial and provision for bad debts is also low. On the other hand, the company is capable of deferring its payments to
suppliers. Over the recent years, it has been deferring payments for longer periods creating an indirect source of funding.
Taking all these into account, the cash conversion cycle (CCC) of the company is low and in FY2018 which stood at 10 days
which indicates the cash inputs of the company in its operations are turned into cash outputs quickly allowing higher
utilization of its resources.

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D.3. Cash-flow Coverage

Exhibit 9: Selected Indicators: ADN Telecom Limited.

FYE 30 June 2017-18 2016-17 2015-16 2014-15
CFO (BDT in Millions) 152.58 155.83 204.29 9.35
CFO Interest Coverage (x) 11.58 8.94 20.13 1.08
CFO Debt Coverage (x) 1.18 1.05 1.20 0.05
CFO Short-Term Debt Coverage (x) 2.38 2.77 5.39 0.25
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

Cash flow from operation is one of the most important parameter to measure financial stability of any organization. The
operations ADN Telecom Limited have consistently generated surplus and satisfactory stream of cash flows throughout the
periods under review. In FY2017-18, the CFO amounted to BDT 152.58 million which covered the financing expenses of the
company by 11.43 times. The interest coverage in the other periods under review has been commendable as well. On the
other hand, CFO also covered the company’s debt obligations by 1.25 times in FY2017-18, up from 1.05 times in FY2016-
17.

D.4. Leverage & Capital Structure

Exhibit 10: Selected Indicators: ADN Telecom Limited.
FYE 30 June 2017-18 2016-17 2015-16 2014-15
Debt-to-Equity (x) 0.15 0.25 0.29 0.40
Interest Coverage ratio 13.75 12.60 16.71 11.88
Total Liabilities to Total Assets (x) 0.41 0.42 0.44 0.46
Long Term Debt Ratio (x) 0.08 0.17 0.22 0.32
Short Term Debt Ratio (x) 0.07 0.08 0.06 0.07
FY2014-15 to FY2017-18 data obtained from Audited Financial Statements

Historically, ADNTel has been an equity-based company with very low dependence on debt financing. It has sufficient level
of cash resources, which minimizes the company’s need for debt financing. As presented in the table above, the debt to
equity ratio of the company has been very low and stood at 0.15 times in FY 2017-18 as the term loans has gradually been
settled to reduce the debt owed to the NBFIs. During FY2017-2018, ADNTel’s total equity has increased by 16.53%
whereas its total debt has decreased by 15.13%, which constitutes to decrease its leverage position. Total liability to total
assets reached to 0.41 times in FY 2017-18 indicating that 41% of its total asset is funded by debt. Moreover long term debt
ratio as well as short-term debt ratio has decreased in FY 2017-18 indicating the company has paid off installment of
principal outstanding during the year. In addition that interest coverage ratio represents 13.75 times indicates the company
has sufficient profit from operation available to pay off its finance cost.

D.5. Bank Facilities & Credit History

Exhibit 11: Bank Loan: ADN Telecom Limited(As on June 30, 2018)
Name of Bank Existing Outstanding (BDT Total Limit (BDT in
Types of Loan
/NBFI in Millions) Millions)
Letter of Credit (At sight) 10.57 110.00
Letter of credit (Deferred) Nil (110.00)
Acceptance (inner limit) Nil (110.00)
Import loan ( inner limit) 20.27 (99.00)
Letter of credit (At sight) Nil 50.00
The City Bank Import loan( Inner limit) 5.23 (45.00)
Limited Letter of guarantee 12.20 15.00
Loan against TR Nil (18.00)
Revolving short term loan Nil 20.00
Overdraft Nil 5.00
Sight LC Revolving III Nil (20.00)
Total 48.27 200.00

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 Term Loan 38.80 70.00
IDLC Lease Finance 7.60 20.00
Total 46.40 90.00
Term Loan 50.88 77.00
IIDFC
Lease finance 3.69 20.00
Total 54.57 97.00
Grand Total 149.24 387.00

The entity has debt obligation with three financial institutions namely The City Bank Limited, IDLC and IIDFC. The primary
purpose of this debt obligation is to manage working capital needs, import all types of modem, to pay import duty VAT
related cost, import wireless machinery & equipment of the company. In FY 2017-18 Company has made payments of term
loan facility of BDT 20.49 million and BDT 23.29 million respectively to IIDFC and IDLC. As per outstanding position from
respective Financial Institutions, ADN Telecom Limited has total funded outstanding liability of BDT 115.18 million and non-
funded outstanding liability of BDT 34.06 million against the total limit of BDT 387.00 million as on June 30, 2018. Moreover,
as per supporting documents payment pattern of the company is regular.

D.6. Collateral and Security

Security
The company has placed the following as security:
 Registered 1st ranking charge on all fixed & floating assets (present & future) of the company
 Personal Guarantee of all the directors of ADN Telecom Limited
 Corporate guarantee of Tech Valley Networks Limited backed by board resolution & MOA covering the entire limit.
 Corporate guarantee of ADN Technologies Limited supported by Board resolution & MOA.
 Usual Charge documents covering Import loans, Short term loan, Bank guarantee and deferred L/Cs limit
 Basic charge documents and counter guarantee against each BG.

INSURANCE AND RISK COVERAGE

The company has insurance policy with Reliance Insurance Limited covering the risk of stock of POS Terminal, ATM
machines, Mobile sets with accessories Telco equipments, PABX, and other Tale communication equipments as etc. The
property of the insured held by them in trust and / or lightning/ R&SD whilst stored or contained or lying in the first floor and
2nd floor of the building built of burnt bricks wall with roof of R.C.C having pucca floor used as warehouse known as ADN
Telecom Limited. Total Insured amount is BDT 200.00 million.

E. MANAGEMENT AND OTHER QUALITATIVE FACTORS

E.1. Board of Directors:

Mr. Asif Mahmood - Chairman

Mr. Asif Mahmood is the founder Chairman of ADN Telecom Ltd. since its inception. He holds a B.Sc. in Engineering from
NIT, India. A visionary leader enriched with more than 26 years of experience in IT, ICT and Telecommunications, Mr.
Mahmood is among the pioneers of systems integration in Bangladesh. As a result, ADNTeltoday boasts of being country’s
largest provider of international MPLS service and is the only provider of cellular mobile transmission (Abis over VSAT)
solution in Bangladesh.

The alliance of Mr. Asif Mahmood and SingTel since 1999 is an endorsement to his vigour in advanced satellite
communication. It has looped Bangladesh, for the very first time, into the global enterprise networks. As a result, ADN
Telecom today boasts of being country’s largest provider of international MPLS service. Under his leadership, ADN Telecom
became the only provider of cellular mobile transmission (Abis over VSAT) solution in Bangladesh.

Mr. Asif Mahmood is a member of Dhaka Chamber of Commerce & Industry (DCCI) and Korea Bangladesh Chamber of
Commerce and Industry (KBCCI). He is also the founder member of Wireless Internet Broadband Association (WIBA) and
Bangladesh Association of Call Centre & Outsourcing (BACCO).

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He also chairs the Board of Trustees of “Goodheal Trust” that deals with the development of healthcare in Bangladesh and
“Centre for Media & Development Trust” that promote the social development in the country and to promote capacity
building of media institutions and media professionals.

Mr. Henry Hilton-Managing Director (Ex-Officio)

Mr. Henry Hilton is the Ex. Officio Managing Director of ADN Telecom Limited and has been with ADNTel for over 11 years.
Prior to this, he was serving the Company as Head of Sales. He has more than 21 years of experience in corporate sector
and before becoming a part of ADNTel, he worked with Cosmos Group, Heidelberg Cement Bangladesh Limited and Agni
Systems Limited. Mr. Henry holds a MBA degree from USA and attends a number of workshops & seminars at home and
abroad. He is also the Managing Director of Managewell Communication Limited.

Mr. Md. Moinul Islam-Director

Mr. Md. Moinul Islam is the founder Director of ADN Telecom Limited and has over 26 years of experience in the technology
industry. Mr. Islam is currently the Chairman of Tech Valley Distributions Ltd. and Managing Director of Tech Valley
Computers Ltd and a Director of Advance Technology Computers Ltd. Mr. Islam holds a M.Sc. in Applied Physics &
Electronics from Dhaka University. He was the key person in achieving Zero TAX on ICT products among Seven members
BCS Delegation in 1998, as well as in formulating the ICT Policy of Bangladesh from FBCCI- the first ever Policy work in the
history of FBCCI. He is the former Vice President of Bangladesh Computer Samity and a current member of Dhaka
Chamber of Commerce & Industry (DCCI). He is a lifetime member of Ex Adamjee Cantonment Students Association and
was a General Body Member (Term 2012-2014) of The Federation of Bangladesh Chambers of Commerce and Industry
(FBCCI).

Mr. Md. Mahfuz Ali Sohel-Director

Mr. Md. Mahfuz Ali Sohel is the Founder Director of ADN Telecom Limited. Among other positions, he is currently the
Chairman of Tech Valley Solutions Ltd., Tech Valley Computers Limited and Unus Technology Limited; while being the
Managing Director of Valley Power Solutions Ltd. and Nodi Agro Industries Ltd. Presently, he is also a Director in Advance
Technology Computers Ltd. Mr. Ali has an M.Sc. in Applied Physics & Electronics from Dhaka University and has over 27
years of experience in different fields. Due to his vast experience and knowledge on various fields of business he is a
Member of Bangladesh Computer Samity (BCS), Dhaka Chamber of Commerce & Industry (DCCI), Dhaka Army Golf Club,
Gulshan Society, Banani Society and Dhanmondi Club Limited.

Ms. KhandkerMahmooda Saeed-Director

Ms. KhandkerMahmooda Saeed is a Director of ADN Telecom Limited. Mrs. Saeed holds a Diploma in Fitness and Nutrition
from International Correspondence School, Pennsylvania, USA. She has been a Director of ADN Telecom Ltd. since 18th
April 2010 and is engaged in the strategic decision making process of the organization.

Mr. Ghulam Rasool -Independent Director

Mr. Ghulam Rasool is an Independent Director of ADN Telecom Limited. Qualified with an MBA, IBA, University of Dhaka, in
Marketing; Mr. Ghulam has a rich experience of 29 years in the IT industry. He has handled and competently managed the
sales, services and later the management function. Presently he is the Managing Director & CEO of Asset Developments &
Holdings Ltd.

He was instrumental in establishing Oman Computer Services (OCS) which was the pioneer IT Company of Oman. In his 16
year career with OCS as part of the core team, he witnessed the building of an organization from inception to being the
market leader IT Company in Oman. He has worked in the management team holding senior positions. Ghulam is a
versatile and effective manager for IT solution providers with experience in different countries of the GCC like Oman, Kuwait
and UAE. His 5 year stint in Australia as a Sales Manager of a finance company, gave him the added exposure to training
and western systems and procedures of management.

Previously as Managing Director of Macro Software Systems, Oman, his achievement was to bring the company back from
the brink after a management crisis threatened its very existence. He effectively retained clients, principles and held the core
team together.

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 In his last assignment as Managing Director & CEO of Tech Valley Networks (TVN), he provided leadership to meet the
stated goals of the board of TVN by providing guidance to various teams to meet the ever-growing and complex IT solution
deployment scenario of the Bangladesh market.

Mr. Khondkar Atique-E-Rabbani-Independent Director

Mr. KhondkarAtique-E-Rabbani, B Tech (Hons) in Statistics from University of Bradford, UK, FCA is serving as an
Independent Director of ADN Telecom Limited since January 2018. Mr. Rabbani is the Managing Director of The Computers
Ltd, established in Nov 1983 engaged primarily in Software Programmer/ IT Training and Software Consulting/
Development. He is also the Chief Consultant of AtiqueRabbani Consulting engaged in Internal Audit, Process Optimization,
IT Audit and ERP Consulting and Independent Director of Energypac Power Generation Ltd.

Mr. Rabbani is also currently the President of Institute of Internal Auditors Inc, Bangladesh Chapter. Mr Rabbani is the
founder member of BASIS (Bangladesh Association of Software and Information Services) formed in 1997 and BCS
(Bangladesh Computer Samity) formed in 1987. Mr. Rabbani was past Vice President of DCCI (2016), Independent Director
for ICB Securities and Trading Company Ltd (2000 to 2012), Director of Dhaka Chamber of Commerce and Industry (2002-
2004 & 2015-2017), Treasurer, BCS and BASIS (1997-99), Secretary, BASIS (1999-2001). He is a Life member of Cadet
College Club Ltd. and Mirzapore Ex Cadets Association.

Mr. Rabbani started working as a Programmer in British American Tobacco & Co. in Southampton, UK during 1977-78 as an
industrial placement student from University of Bradford, UK. Mr. Rabbani articled with Arthur Young McClelland Moores&
Co. (AYMM & Co), UK and became a member of ICAB (Institute of Chartered Accountants Bangladesh) in 1989. Mr.
Rabbani's unique blend of IT/Software and Financial/Accounting expertise has been acquired and honed over his
involvement in these two fields over the last thirty years in Bangladesh and UK. Mr. Rabbani writes, plays guitar, sings and
swims in his spare time.

E.2. Management Committee

Discharge of management duties and responsibilities is entrusted with the Chairman and the management committee. The
committee is chaired by the Chairman Mr. Asif Mahmood and nineteen key senior executives. The committee is responsible
for handling the basic issues of business policy and corporate strategy that are delegated to the operational departments. It
is followed by review of the business performance of the company at regular intervals depicting the company commitments
in serving the interest of the company; thus adding more value to the company. The MD also receives support from CEO
and CFO. Operational Duty has been delegated to various department heads and each department heads have vast
experience in their respective fields.

Exhibit 12: Description of Senior Executives

Date of Overall
Sl. Name Designation Previous employment
Joining Experience
N/A
1 Asif Mahmood Chairman 22-09-2003 28years
 Cosmos Group of Companies
Designation: GM
 Heidelberg Cement Bangladesh
2 Henry Hilton Managing Director 10-07-2006 30 years Designation: IT Manager
 Agni Systems Ltd
Designation: Customer Support
Manager
 BOC Bangladesh Ltd
Designation: Business Manager
Abul Muyeed  New Zealand Milk Bangladesh Ltd
3 Ziaush Shams Consultant 01-11-2006 26 Years Designation: Marketing Manager
(HOD)
 Unilever Bangladesh Ltd
Designation: Product Group Manager

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 Date of Overall
Sl. Name Designation Previous employment
Joining Experience
 Nilkamal Padma Plastics (Pvt) Ltd.
Designation: Head of Accounts &
Finance
Chief Financial 22-09-  NAZ Bangladesh Ltd
4 Md. Enayet Hossain 21 Years
Officer 2005 Designation: Manager- Accounts &
Finance
 Beximco Pharmaceuticals Ltd.
Designation: Accounts Officer
 Robintex Group
Designation: Head of Admin, HR,
Security & Compliance
 BAN Air Ltd
Designation: CEO & Director
 Mars Aviation Ltd
01-11- Designation: Director & CEO
Head of
5 Lutfe Najib Khan 2016 39 Years  Dutch Bangla Textile Gmb
Administration
Designation: CEO
 International Finance, Investment &
Commerce Bank Ltd
Designation: AVP
 Bank of Credit & Commerce
International
Designation: Manager
 Data Soft ITSL Ltd
Designation: Project Director
 Base Ltd
Designation: COO
 Techno Vista Ltd
Chief
05-11- Designation: COO
6 Abdul MatinMiazi Commercial 32Years
2006  Dutch Bangla Bank Ltd
Officer
Designation: Sr. Vice President
 EGIS II
Designation: GIS Specialist
 Beximco Computers
Designation: Programmer
 Stock Bangladesh.Com
Designation: Consultant, Business
 Bangladesh Product
Designation: Partner
Director, IT & 25-07-  Base Ltd
7 SaifullahA.Solenkhi 27 years
Strategy 2008 Designation: Director
 AIUB
Designation: Computer Lab In charge
 Rahman Metal Industries
Designation: MIS Executive

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 Date of Overall
Sl. Name Designation Previous employment
Joining Experience
 Robi Axiata Limited
Designation: Vice President
 Grameenphone Ltd
15-06- Designation: ACE, Vendor
Director
8 Md. Rezaul Karim 2016 38 years Management & Training
(Technical)
 BTTB
Designation: Project Manager
 Telephone ShilpaSangstha
Designation: Senior Engineer
 Government of Bangladesh
Designation: Controller General of
Accounts (Secretary equivalent-
Grade 1)
 Bangladesh Railway
Designation: Additional Director
Head of 01-02-
9 Md. Abul Kashem 34 years General-Finance
Internal Audit 2017
 Financial Management Academy,
Dhaka
Designation: Director General
 Ministry of Finance
Designation: National Consultant
(Audit Specialist)
 Fiber@Home
Designation: GM, Technology
 AT&T Engineering, CA USA
Designation: Design & Project
Engineer
 E.O Business Systems, Canada
Head of 26-06-
10 Ferdaus Al Amin 29 years Designation: Business Analyst
Planning 2013
 MDS Sciex, ON, Canada
Designation: Production Associate
 Ministry of Post &
Telecommunication
Designation: Divisional Engineer
(Runner of BTRC)
Head of the
01-09-
11 Mohammad Shawkat Ali Chairman's 35 years Former Civil Servant
2016
Office
 Amarante Consulting Ltd
Designation: Consultant
 iPay Systems Limited
Designation: Consultant
 airtel Bangladesh
Chief Digital
Head mCommerce Operations
Business & 18-06-
12 Ruhullah Raihan Al husain 16 years  Tech Valley Group
Marketing 2017
Head of Group Governance &
Officer
Compliance
 Grameenphone Ltd
Head Operations Finance
 CSL
Manager- Training

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 Date of Overall
Sl. Name Designation Previous employment
Joining Experience
 Runner Group
Designation: Manager- HR
 Nilkamal Padma Plastics Pvt. Ltd
Designation: Manager-Personnel &
Md. Amir Hasan 15-05- Admin.
13 Head of HR 22 years
Chowdhury 2006  Delta Life Insurance Company Ltd.
Designation: Asst. Vice President-HR
 Tex-Apparel Connection.
Designation: Factory Personnel
Officer.
Head of
Maj. Khandker Muhammad 07-08- Bangladesh Military
14 Regulatory 27 years
Arif (Retd.) 2007 Designation: Major-Last position
Affairs & ERP
 Easternlink BD (Pvt) Ltd.
Designation: Head of Operation
 Agni Systems Ltd.
17-02- Designation: Manager-Data
15 Md. ZiaulHaque Head of Sales 17 years
2009 Communication
 Metronet Bangladesh Ltd.
Designation: Sales
Manager
 Beximco IT- BOL
Designation: DGM-Network Services
 Acklands Grainger Inc.
Designation: Sr. Network
Head of IPT & 02-06-
16 Ashraf Khan 15 years Administrator
VC 2013
 Vlink Network Inc, Toronto, Canada
Designation: Solution Architect
 Celestica Inc, Totonto, Canada
Designation: Network Analyst
 Central Hospital Limited
Designation: Company Secretary
Company 01-04-
17 Md. Monir Hossain 12 years  DNS Group
Secretary 2009
Designation: Assistant Company
Secretary
 Insoft systems Ltd
Head of
Mohammad Hamidur 25-09- Designation: Network Administrator
18 Technical 15 years
Rashid 2007  Sirius Broadband (BD) Ltd
Operation
Designation: Network Engineer
 Gonophone Bangladesh Ltd
Myenuddin Muhammad Head of Core 03-04- Designation: Network Engineer
19 14 years
Syefullah Technology 2016  Vitals Computers
Designation: Hardware Engineer

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 Date of Overall
Sl. Name Designation Previous employment
Joining Experience
 TNT International Express
Designation: Chief of IT
AGM,  KRC Marketing Agency
01-11-
20 Mohammad Mahfujul Alam International 20 years Designation: Assistant Merchandiser
2006
Business  MTC Beverage Ltd
Designation: Officer-Sales &
Marketing

E.3. Human Resources Policy

The company carries out its employee recruitment process following the recruitment rules guided by a set of recruitment
policy. The recruitment policy contains a set of eligible criteria and the qualified candidates have to go through several
procedures before getting jobs. The company employs 448 full time employees, distributed across the company’s various
divisions.

E.4. Corporate Governance

Corporate governance defines a set of ways or policies that aids in administrating, directing and controlling the activities of a
corporation. The main idea lies in following the principles of transparency and accountability that must be adhered to reduce
principal-agent issues and protecting the interests of its stakeholders. ADN Telecom Limited has already initiated the
process of following the best corporate governance that ensure transparency and accountability of respective individuals
diminishing the possibility of principal-agent problems and protecting the company’s shareholder, it has recently declared its
intention to incorporate corporate governance by formulating internal audit and compliance team with three members. The
objectives of the internal audit committee is to assess the effective implementation & verification of continual improvement of
Quality Management System against the requirements ISO 9001:2008 and the established documents of the organization.

E.5. Disaster Management:

Disaster management is a crucial issue for any ISP provider. Any damage made to the network providing bandwidth through
the submarine cable or backbone can affect the customer badly. As a result, the reputation of the company will be at risk.
ADN Telecom Limited has taken following step to protect such possibility in future:
1. Having two servers in different locations in Dhaka
2. Assign engineer in three locations in Bangladesh ( Dhaka, Chittagong and Khulna)
3. ADNTel has promised to solve any technical difficulties within 2/3 hours in Dhaka and 4/5 hours in outside of
Dhaka.

Major Protections are:

 PoP redundancy
 Device redundancy
 Transmission path redundancy
 Upstream redundancy
 Submarine and VSAT service redundancy
 Capacity redundancy
 Bandwidth redundancy
 Power backup

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E.6. Regulatory & Compliance reporting:
BTRC reporting:

 Financial reporting: For IP telephony, the company shares 2% of revenue for local calls and 30% of revenue for
international calls to BTRC.

E.7. Client Servicing:

To ensure customer satisfaction by providing quality service, the entity has established a customer service team, who is
responsible to continuous support to its respective client as well as create link between technical team and customers. The
client servicing team operates 24/7, 365 days in a year. ADNTel’s entertains its client everyday on 9 to 6 basis and monitor
its network on 24/7 basis.

E.7.1. Customer complaint handing procedures:

Generally the on duty customer service representative receives and records the customer complaints regarding circuits,
links, services and personnel. If the complain is related to the faults of any circuit/link, the representative follows a
procedures which is generally known as “Fault Rectification Procedure”.

E.7.2. Fault Rectification Procedures:

The initial procedure starts by open up a ticket. Then the Customer Service representative sends an email to respective
customers and concern departments. At first the Customer Service representative tries to solve the issue over the phone. If
he/she fails to solve the problem, the representative transfers the issue to technical department. Technical team then solves
the issue by onsite visit and notifies all the concern regarding its updates. Later the technical engineer takes uplink
confirmation and sends an email to respective concern. In the mean time the customer representative, record the event,
actions, notification and customer feedback into a data base. Finally, after solving the problem the representative close the
ticket. Ticket open times and ticket close times can be varied due to the nature of the problem.

E.7.3. Reporting Procedure:

Daily link status/calculate total down time report is receipted by HOD and Manager, Customer care.
Organization wise and summary download report receipt by RM & HOD, manager beside this special report receipts by
CEO.

E.7.4. Collecting customer Feedback

ADNTel’s Customer Survey form will be sent to the Client via email/ FAX/ mail twice a year and take feedback once in a
week about previous incident. Customer feedback/CRM feedback will be summarized and forwarded it to the concerned
department/personnel

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F. CORPORATE INFORMATION
Board of Directors and Management Team
Mr. Asif Mahmood Chairman
Mr. Henry Hilton Managing Director
Mr. Md. Moinul Islam Director
Mr. Md. Mahfuz Ali Sohel Director
Ms. Khandaker Mahmooda Saeed Director
Mr. Ghulam Rasool Independent Director
Mr. KhondkarAtique-E-Rabbani Independent Director
Mr. Md. Enayet Hossain Chief Financial Officer
Mr. Md. Monir Hossain Company Secretary

The following table illustrates composition of Shareholding Position of ADN Telecom Limited as on June 30, 2018:
SL No. Name of the Shareholders No. of Shares Held % of Holding
1 Mr. Asif Mahmood 12,400,000 27.64%
2 Mr. Md. Moinul Islam 6,510,000 14.51%
3 Mr. Md. Mahfuz Ali Sohel 6,510,000 14.51%
4 Ms. Khandaker Mahmooda Saeed 1,345,000 3.00%
5 Mr. Md. Abu Yousof Zakaria 1,705,000 3.80%
6 Mr.Mohammad Ali Sarker 1,705,000 3.80%
7 Mr. Mamonoor Rashid 1,705,000 3.80%
8 Other than Sponsors and Directors 12,980,000 28.93%
Total: 44,860,000 100.00%

Auditor
SyfulShamsulAlam& Co.
Chartered Accountants
65/2/1 Culvert Road, Dhaka

Corporate Office
ADN Telecom Limited,
Red Crescent Concord Tower (19th Floor)
17, Mohakhali C/A
Dhaka-1212, Bangladesh
Tel- 02-984-1234-8

LIST OF ABBREVIATION
ADNTelADN Telecom Limited
BTCL Bangladesh Telecommunications Company Ltd
BTRC Bangladesh Telecommunication Regulatory Commission
CA Certifying Authority
CCC Cash conversion cycle
CFO Cash flow from operation
ECRL Emerging Credit Rating Limited
EDGE Data Rates for GSM Evolution
GPRS General Packet Radio Services
IIG International Internet Gateway
ISP Internet Service Provider
ROA Return on asset
ROE Return on equity
SEC Security and Exchange Commission

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SECTION: XXVIII
PUBLIC ISSUE APPLICATION PROCEDURE
To be finalized after obtaining the consent letter from Bangladesh Securities and Exchange Commission.

Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant
Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date),
which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of Prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:

a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and
service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.
No margin facility, advance or deferred payment is permissible for this purpose. In case the application is
made through a margin account, the application money shall be deposited separately and the
Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be
refundable to the applicant, if become unsuccessful.

b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of
the Issuer for an amount equivalent to the application money, with their application to the concerned
Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a
single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly
with another person.The draft (FDD) shall be issued by the Bank where the applicant maintains NITA/Foreign
Currency account debiting the same account. No banker shall issue more than two drafts from any
NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service
charge available in respective customer account maintained with the Stockbroker/Merchant Banker.

Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public
Issue Application Account”. The Stockbroker/Merchant Banker shall:

a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon
availability of fund, block the amount equivalent to the application money;

b) Accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the
“Public Issue Application Account” maintained with its bank within the first banking hour of next working day
of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant Banker’s own
portfolio, the application amount should also be transferred to the “Public Issue Application Account”;

c) Instruct the banker to block the account for an amount equivalent to the aggregate application money and to
issue a certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming
the same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall preparea list
containing the draft information against the respective applicant’s particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID,
Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the

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 cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’
separator) format, the certificate(s) issued by its banker, the drafts received from Non-resident Bangladeshi (NRB)
and Foreign applicants and a copy of the list containing the draft information.

7. On the next working day, the Exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants
and the list containing the draft information. Exchanges shall verify and preserve the bankers’ certificates in their
custody.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from
listing of the securities with exchange.

Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text)
format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website
and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are
active or not.

10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing
BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with
the verification report.

11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare
category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to
the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the
Exchanges.

12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation
from the Commission or the Exchanges.

13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and
on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.

14. Within 02 (two) working days of conducting lottery, the Issuer shall:

a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’
separator) format to the respective Exchange.

b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of
the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the
Commission and Exchanges mentioning the penalty amount against each applicant.

c) issue allotment letters in the names of successful applicants in electronic format with digital signatures and
send those to respective Exchangein electronic form.
d) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to
CDBL to credit the allotted shares to the respective BO accounts.

Step-4 (Intermediary)
15. On the next working day, Exchanges shall distribute the information and allotment letters to the
Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:

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 a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow
Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;

b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the
Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;

16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker
shall request its banker to:

a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants
(other than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the
Issuer opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall
unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’
account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer
accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about
releasing their blocked amountsand send documents to the Exchange evidencing details of the remittances made
to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be
placed as per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal
charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk.5.00 (five)
per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts
and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or
transfer to the applicant’s bank account through banking channel within 10 (ten) working days from the date of
lottery.

Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.

21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of
publication of abridged version of Prospectus.

22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred
during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant
Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an
amount of Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting
application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank
draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.

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 27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any
Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with
intimation to the Commission.

All eligible Stock Brokers and Merchant Bankers shall receive the IPO Subscription.

The IPO subscription money collected from successful applicants (other than NRB applicants) by the Stockbrokers/Merchant
Bankers will be remitted to the Company’s Account No.0023000000963 with ONE Bank Limited, 97 Gulshan Avenue,
Gulshan, Dhaka-1212 and Bangladesh for This purpose.

The IPO subscription money collected from successful NRB applicants in US Dollar or UK Pound Sterling or EURO shall be
deposited to three FC accounts opened by the Company for IPO purpose are as follows:

SL Name of the A/C Account No. Type of A/C Currency Bank & Branch
1 0021130000117 GBP ONE Bank Limited, 97
2 ADN Telecom Limited 0021130000128 FC A/C USD Gulshan Avenue, Gulshan,
3 0021130000139 EURO Dhaka-1212

353
 Application Form

ÒcyuwRevRv‡i wewb‡qvM SzuwKc~Y©| †R‡b I ey‡S wewb‡qvM Kiæb|Ó

করুন"
Interested persons are entitle to a prospectus, if they desire and that copies of prospectus may be obtained from the issuer
and the issue manager.

ADN Telecom Limited

APPLICATION FOR PUBLIC ISSUE

Date :

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company/Fund :

Number of Shares/Units : ……………………. Shares of Tk. ……………… each.

Total amount in Tk. :

Amount in word :

Mode of Payment :

Cheque/Draft information :

________________________________ _________________________
Signature of Signature of
Applicant(s) Authorized Officer

354
CHAPTER (XXIX): OTHERS

Additional Disclousres:

Statement regarding Cost Audit

This is to certify that, as per provision of the Companies Act 1994, Cost Audit by the Professional Accountant is not
applicable for “ADN Telecom Limited”.

Sd/- Sd/-
Md. Enayet Hossain Henry Hilton
Chief Financial Officer Managing Director
ADN Telecom Limited ADN Telecom Limited

Date: March 11, 2018

Statement regarding Cost Audit

This is to certify that, as per provision of the Companies Act 1994, Cost Audit by the Professional Accountant is not
applicable for “ADN Telecom Limited”.

Sd/-
Md. Sohel Rahman
Chief Executive Officer (Additional Charge)
ICB Capital Management Limited

Date: March 12, 2018

355
Declarations from Issuer and Issue Manager regarding no way connection of the issue manager or any of its
connected persons with the issuer or any of its connected person connected or holding any securities thereof.

This is to hereby declared that the Issue Manager “ICB Capital Management Limited” or any of its connected persons is in
no way connected with the Issuer “ADN Telecom Limited” or any of its connected person nor does hold any securities
thereof.

Sd/-
Date: March 14, 2018 Henry Hilton
Managing Director

This is to hereby declared that the Issue Manager “ICB Capital Management Limited” or any of its connected persons is in
no way connected with the Issuer “ADN Telecom Limited” or any of its connected person nor does hold any securities
thereof.

Sd/-
Md. Sohel Rahman
Chief Executive Officer (Additional Charge)
ICB Capital Management Limited

Date: March 12, 2018

Disclosure of Imprest Fund

SL# Particulars Amount

1 Advance against Travel Allowance 221,000
2 Advance against Fuel 76,100
3 Advance against purchase 473,250
4 Advance against POP Repair & maintenance 170,000
5 Advance against in house staff lunch 100,000
Total Amount 1,040,350

Sd/- Sd/-
Md. Enayet Hossain Henry Hilton
Chief Financial Officer Managing Director

356
Auditors additional disclosure relating to the Financial Statements of ADN Telecom Limited:

1. It is required to confirm if the requirements of the ‘Securities and Exchange Rules, 1987 have been complied with while
preparing the F/S for the year ended on 30th June 2017 as per requirement of rules 3(2)(c) of the ‘BSEC (PI) Rules,
2015’;

Response:
Our understanding of the BSEC Public Issue Rules, 2015, section 3(2)(c.) was that the reference to the compliance of
Securities and Exchange Rules 1987 is only applicable for listed entities. However, in carrying out our engagement, we
have ensured compliance with the applicable rules & regulations as enumerated in the Rules. As BSEC has requested
disclosure of the compliance, we hereby confirm the following:
“In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 30 June
2017, and of its financial performance and its cash flows for the year then ended in accordance with Bangladesh
Financial Reporting Standards (BFRSs), the Companies Act 1994, Securities and Exchange Rules 1987 and other
applicable rules & regulations.”

2. Disclosure regarding export earning as schedule XI, part-II, para 8 of the companies Act. 1994 is required;

Response:
Disclosure regarding export earnings as per schedule XI, Part-II, paragraph 8 of the Companies Act 1994 are as
follows:
Details Amount (USD) Amount (Tk.)
Export Proceeds as per FOB - -
Royalties, know-how, professional and consultancy fees 52,43,508 414,730,672
Interest & dividend - -
Others income - -

3. Disclosure regarding arm’s Length transection for providing loan to other companies (Tech Valley Networks Ltd., My
Tel Ltd., ADN Eduservices Ltd., ADN Technologies Ltd., Ingen Technology Ltd. and Bangladesh News 24 Hours Ltd.)
under common management and its pricing are required;

Response:
The Company has to disclose any related party transactions in accordance with BAS 24. Management of the Company
has provided disclosure in the financial statements for its related parties as per paragraph 18 of BAS 24 which was
also independently verified by us. We are providing below the basis of arms-length transaction for your kind
consideration:
- Loan to related parties: As per BoD decision, short-term loans are provided to related parties. During the
disbursement of loan to ADN Eduservices Ltd.which was made on 27 March 2017, the Board has decided to
impose risk free interest rate of 10% considering the then current market rate. During the subsequent year the
Company has started charging interest on all loans provided to its related parties.
- Receivables/ Payables for Equipment Purchase and Cost Sharing: All such transactions were found to be incurred
at a rate which were transacted by them with other non-related parties (i.e. at the rate ADNTel transacts with
external third parties)

4. Detailed disclosure (origination, nature of transaction etc.) regarding ‘other receivable’ on account of ‘Agni Systems
Ltd’ under note No 8.2 to the audited F/S for the year ended 30th June 2017 is required;

Response:
Payments to Agni System Limited was advancedto cover the short term costs of a Project (Fixed Broad Band
Project) which was refunded by Agni from time to time. The agreement was made with the Company during the year
2013-2014 where ADNTel covers its portion of a Consultant’s remuneration and other expenses of the Project which is
subsequently adjusted upon receiving the due amount from Agni Systems Ltd.

5. Detailed disclosure (origination, nature of transaction etc.) regarding ‘other receivable’ on account of ‘Ingen Motors Ltd’
and ‘Ingen Technologies Ltd’ under common management as mentioned at note No 8.2 to the audited F/S for the year
ended 30th June 2017 is required.

357
 Response:
The other receivables represents charges for use of human resources (Security Guard) of ADNTel for the purpose of
InGen Motors Limited which was charged according to the proportion of time schedule used for InGen Motors Limited
as per BoD Meeting decision.

Transactions with Ingen Technologies Ltd. was due to receivables for Inter-Company Loan, Equipment Purchaseand
Cost Sharing. Detailed break-up is shown in reply to query no. 27. All such transactions were found to be incurred at a
rate which were transacted by them with other non-related parties (i.e. at the rate ADNTel transacts with external third
parties).

Details of the transaction along with the relationship status is provided in note 44 of the financial statements.

6. Party-wise disclosures regarding ‘trade and other receivables’ are required.

Response:
Party-wise disclosure relating to “trade and other receivables” are provided in Annexure – A.

7. Disclosures regarding rationales for trade receivables written off instead of making provision are required.

Response:
Provision for Bad Debts against Trade Receivables have been incorrectly presented as Trade Receivables Write Off in
the financial statements. The amount of provision is written off in subsequent years based on the recoverability status
from these receivables.

8. Disclosures (party-wise, total outstanding, etc.) regarding trade receivables written offare required.

Response:
The amount presented in the financial statements as trade receivables written off is in effect provision for bad debts.
Party-wise disclosure relating to “Trade Receivable - provision for bad debt” are provided in Annexure – B.

9. Reasons of non-adjustment of ‘Advance Income Tax’ are required to be disclosed.

Response:
The full amount of Advance Income tax is related to the Income Year 2015-2016 assessment of which has not yet
been completed by the National Board of Revenue (NBR). After completion of the assessment, this amount will be
adjusted fully.

10. Disclosure regarding reasons of provision not being made for trade receivables aged over 180 daysare required.

Response:
As per Company’s policy, provision is made against specific clients based on their recoverability status. Furthermore,
as per paragraph 14, BAS 37, provision can only be recognized if:
- The entity has a present obligation as a result of past event – which does not exist in this case;
- An outflow will be required to settle the obligation; and
- A reliable estimate can be made.
As a result, no general provision can be made in line with BAS 37. Furthermore, no standing guidelinesof 180 days
limit are available to be followed at the time of audit.
11. Aging of other receivables are required to be disclosed.

Response:
Aging of “other receivables” are provided in Annexure – C.

12. Disclosure regarding advance to ‘ADN Eduservices Ltd.,ADN Technologies Ltd’ and My Tel Limited under common
management as mentioned at note No. 9.1.3 to the F/S are required.

358
 Response:
As stated before, ADNTeldisbursed a loan to ADN Eduservices Ltd. which was made on 27 March 2017 on which the
Board has decided to impose interest. During the subsequent year the Company has started charging interest on all
loans provided to its related parties.

ADNTel has paid a sum of Tk. 3,000,000 to ADN Technologies Limited as intercompany loan which is to be used for
land purchase by ADN Technologies Limited in favour of ADNTel.Note 9.1.3 of the financial statements, discloses the
reasoning for making the payment of Tk. 3,000,000 to ADN Technologies Limited; while note 44 states the nature of
the loan facility to the Company.

ADNTel made an advance of Tk. 30,137,409 to My Tel Limited as loan to associate for meeting up their temporary
finance requirement. During the year ended 30 June 2016, My Tel Limited refunded Tk. 11,20,000 to ADNTel which is
adjusted in the financial statements accordingly. As per the BoD decision, interest is being charged during the financial
year 2017-2018 (Subsequent year).

13. Disclosures regarding compliance of the requirement of section 103 of the companies Act,1994 while providing loan to
other companies under common management are required;

Response:
Companies Act 1994 prohibits issue of loans, guarantees or any security to the Directors or party to Directors.
However, it goes on to state that such loans can be provided subject to meeting two specific requirements of the same
Act:
- “The loan is sanctioned by the Board of Directors of any company and approved by the general meeting and, inthe
balance sheet, there is a specific mention of the loan, guarantee or security, as the case may be” – section
103(1)(ii); and the proviso
- Provided further that, in no case the total amount of the loan shall exceed 50% of the paid up value of the shares
held bysuch director in his own name

All the loans provided by ADNTel to other Companies has common directorship with Mr. Asif Mahmood who holds
12,400,000 with a face value of Tk. 124,000,000. As per the act, a sum of Tk. Tk. 62,000,000 may be provided as
loans to his related entities. It is pertinent to mention here that all loans are issued upon receiving approval from the
Board & AGM anonymously.

14. Detailed disclosure (origination, nature of transaction etc.) regarding ‘other payable’ on account to ‘Advance
Technology Computer Ltd’ under common management as mentioned at note No. 16.2to the audited F/S for the year
ending 30th June 2017 is required.

Response:
ADNTel has taken a loan from Advance Technology Computers Ltd during the year 2014-2015. Details of the
transaction along with the relationship status is provided in note 44 of the financial statements.

15. It is required to confirm if section 234, 235, 240, 242, 243 of the Bangladesh Labor Act 2006 is beingcompleted with
while maintaining WPPF or not;

Response:
ADNTel has created a Workers’ Profit Participation Fund (WPPF) where they transfer 5% of Net Profit before tax in line
with section 234 of the Bangladesh Labor Act 2006 as amended in 2013.

ADNTel has also formed a trustee in compliance with section 235 of the said Act who are responsible for the
investment and administration of the Fund ensuring compliance with section 240, 242 and 243 of the Bangladesh
Labor Act 2006 as amended in 2013.

16. Detailed disclosure regarding gain on sales of assets as mentioned at note No. 25.0 to the Audited F/S for the year
ended on 30th June 2017 is required;

Response:
ADNTel disposed some of its assets during the year 2016-2017 where they generated a profit.

359
 Detailed break-up relating to the gain on disposal of Assets is provided in Annexure – D for your kind consideration.

17. Certification regarding unsecured loan as provided under rule 5 [Annexure- E(B)(25)(K)(iii)] of the ‘BSEC (PI)
Rules,2015’ is required to be revised since the issuer company has been availing credit facilities from other companies
under common management;

Response:
Our earlier certificate was issued, considering non-receipt of any unsecured loan from any financial institutions.
Revised certificate, as requested is attached in Annexure – E for your kind consideration.

18. It appears that ‘cash received from customers & others’ has been presented after deduction of closing balance of
‘trade receivable’ arrived form deduction of bad debt written off. As a result, Excess cash received form customer &
other has been presented. At the same time, bad debt written off has not been deducted from ‘distribution and
marketing expenses’ while calculating ‘paid for operating expenses’. As a result, excess cash payment has been
shown in ‘paid for operating expenses’ As such, the matter is required to be explained in compliance of BAS 7;

Response:
As disclosed in point 7, the amount “bad debt written off” is in effect a provision relating to Accounts Receivable. As
this is a non-cash item, changes in this amount needs to be adjusted in preparing the cash flow statement. This
amount was adjusted against the head “Cash received from customers & others” as the provision amount related to
Accounts receivable while all other changes relating to provision for expenses are presented under the head “Paid for
operating expenses”.However there is no ultimate effect on Net Operating Cash Flow per share as this was merely an
interchange of two heads of accounts.

19. Details of land development cost;

Response:
Details are provided in Annexure – F.

20. Details break-up of others as shown in cash flow statement of the audited accounts;
Response:
The entire amount shown under “Cash Received from Customers & Others” represents cash receipt from the
Customers of ADNTel and the term “& Others” is totally redundant.

21. Details description of advance for Land (Purchase/Adjustment) as shown in the cash flow statement;

Response:
During the year 2016-2017 ADNTel has given a sum of Tk. 3,000,000 to ADN Technologies Limited as advance for
land purchase in favor of ADNTel. ADNTel, Tech Valley Network Limited and ADN Technologies Limited are creating a
fund together which is currently maintained by ADN Technologies Limited for the purchase of land. Note 9.1.3 of the
financial statements, discloses the reasoning of the transaction. As the transaction is capital in nature, the cash outflow
is shown under investing activities.

22. Specify whether approval from Board is taken for bad debt written off as shown in note 8.1;

Response:
Provision for Bad Debts was incorrectly presented in the financial statements as Trade Receivables Written Off. Since
this is a provision, Board approval is not specifically required.

23. All information as per requirement of para F&J of Schedule-XI Para-I of the companies Act,1994 are not disclosed
(Note 8.3 and 9.3);
Response:
All information as per the requirement of para F&J of Schedule-XI, Para-I of the Companies Act 1994 is disclosed in
the financial statements; however, the full requirement as written was not included. This should be presented as
follows:

360
 Note 8.3: Trade receivables:
Amount (Tk.) Amount (Tk.)
Details
2016-2017 2015-2016
Receivables considered good and in respect of which the company is
- -
fully secured.
Receivables considered good for which the company holds no security
195,851,329 176,853,339
other than the debtor's personal security.
Receivables considered doubtful or bad. 2,771,726 1,740,347
Receivables due by directors or other officers of the company or any
of them either severally or jointly with any other person or
- -
receivables due by firms or private companies respectively in which
any director is a partner or a director or a member.
Receivables due by companies under the same management. 3,663,096 8,032,483
The maximum amount due by directors or other officer of the
- -
company at any time during the year.
Total 202,286,151 186,626,169

Note 9.3: Prepayments

Amount (Tk.) Amount (Tk.)
Details
2016-2017 2015-2016
Advance, deposit & prepayments considered good and in respect of which the
144,451,961 139,275,410
company isfully secured.
Advance, deposit & prepaymentsconsidered good for which the company
holds no security - -
other than the debtor's personal security.
Advance, deposit & prepaymentsconsidered doubtful or bad. - -
Advance, deposit & prepaymentsdue by directors or other officers of the
company or anyof them either severally or jointly with any other person
- -
orreceivables due by firms or private companies respectively in whichany
director is a partner or a director or a member.
Advance, deposit & prepayments due to companies under the same
10,006,655 2,006,655
management.
The maximum amount due to directors or other officer of the
- -
company at any time during the year.
Total 154,458,616 141,282,065

24. Specify number of customers to whom balance conformation letters were sent and number of customers you have
received balance conformation certificate as shown in note 8.00;

Response:
Out of a total of 1,049 clients relating to trade receivables, we have issued balance confirmations to 177 clients
representing 89.63% of the total receivable amount against which we have received 76 responses representing receipt
of 58.24% responses.

25. Details information about export services as shown in financial statements in note 21.02;

Response:
Detailed information about export services are provided in Annexure – G.

361
26. Revised reconciliation of business income shown in tax return with net income shown in audited financial statements
by the auditor.

Response:
Detailed information about income shown in tax return with net income are provided in Annexure – H.

27. Separate the nature of transaction in statement of related party transaction; and

Response:
Revised related party disclosure is attached in Annexure – I.

28. Details of motor vehicles as shown in Annexure-A of the Audited Accounts for the year ended June 30,2017.

Response:
Details of Motor Vehicles are provided in Annexure – J.

29. Capacity of products & services

Response:
Details of capacity of products & services are provided in Annexure – K.

Sd/-
Date: Dhaka Syful Shamsul Alam & Co.
25 March 2018 Chartered Accountants

Annexure-A
Party-wise disclosure relating to "trade and other receivables"

Details Amount (Tk.) 30-

June-17
Janata Bank Limited 37,007,191
Singapore Telecommunication Ltd 22,106,264
Agrani Bank Ltd. 21,783,506
Sonali Bank Limited 17,001,242
Dutch Bangla Bank Limited 9,137,193
Brac Bank Limited 7,566,695
Equant Network System Ltd. 5,442,350
Rupali Bank Limited (DT) 5,178,814
Tata Communication International Pte Ltd. 4,195,168
DPDC 3,188,090
HED-Ministry of Health & Family Welfare 2,205,200
British American Tobacco 2,022,203
Kazla Technologies Limited (Telemedicine) 1,658,401
AFC HEALTH LTD. 1,640,227
The Daily Star 1,174,500
The City Bank Ltd 1,159,415
A B Bank 1,109,290

362
Islami Bank Bangladesh Ltd. 1,060,248
Eskayef Bangladesh Limited 1,031,802
Exim Bank Limited 1,014,152
The Prime Minister's Office 948,375
BD NEWS24.Com 848,491
Board of Investment(PM Office) 843,880
Unilever Bangladesh Ltd. (DT) 773,685
Tangail Palli Bidyut Samity 696,000
Banglalink Digital Communications 619,029
Computer Networks System Limited 610,066
Mercantile Bank LTD. 587,989
ST Electronics (Info-Software Systems) Pt 583,557
Walton Hi-Tech Industries Ltd 582,309
Shun Shing Edible Oil Limited 575,000
Kaya Group 550,968
C P Bangladesh 540,580
National University 487,500
Ideal Enterprise 486,305
Prime Bank Limited (FMD) 461,832
Grameenphone Ltd 460,488
Embassy of Libya 458,002
Bangladesh Parjatan Corporation 425,921
HDF Apparels Ltd 424,162
Trust Bank Limited 412,175
Standard Bank Limited 408,659
Prime Bank Ltd. 403,200
Radio Foorti Ltd. 398,430
Cosmos Telecom BD 394,013
Cyberway Technology 385,282
ASCOTT THE RESIDENCE LTD 378,480
Pragati Life Insurance Ltd. 370,600
The Farmers Bank Ltd. 367,213
BASIC Bank Limited 327,868
Bangladesh Edible Oil Ltd 323,288
Virgo Contact Center Services Ltd. 321,641
Chevron Bangladesh 320,426
Opsonin Pharma Limited (DATA) 318,150
FMC Group Bangladesh Ltd 297,043
Samsung India Electronics Pvt. Ltd. 294,857
Citi Bank N.A 284,797
GE Healthcare 283,815
BRAC IT Services Limited (biTS) 283,360
Fortuna Bangladesh Limited 278,779

363
ProAms Ltd 275,999
PRAN-RFL Group 274,200
Isolux Corsan Bangladesh 263,771
Super Star Group Limited 261,000
United Nations Development Programme,UNDP 252,000
DADA (Dhaka) 250,600
NUTRIENT Cake & Pasty Shop 247,500
Regent Airways 247,039
Holcim Cement (Bangladesh) Ltd 244,042
INGEMAS TSK 243,500
Gonobhaban 237,148
Asttecs VFS 234,314
Gemcon Group(Gem Jute Ltd.) 233,833
Regnum Resource Ltd. 225,843
Mitali Fashions Ltd. (INT) 215,553
IPDC Finance Limited 215,438
Urban Public and Environmental 210,264
Poriborton.com 208,000
Walton Group 201,664
WMGS Services Ltd. 200,789
Abul Khair Group 195,500
Shah Cement 194,881
Hana Hats & Caps Ltd. 193,173
Nestla Bangladesh Ltd.(IPTSP-LTFS) 191,978
IUBAT 188,979
Novus Pharmaceuticals Limited 188,644
Gardenia Cyber Communication 187,110
GramBangla Systems Ltd. 186,100
Texstream Fashion Ltd. 180,061
Shahjalal University of Science and Techn 180,000
SUN Online - Postagola 178,900
Paralekha Online Baridhara 177,240
Axiata Bangladeah Ltd(IPTSP) 176,192
Data edge Limited 173,000
Nestle Bangladesh Limited 170,435
Interport Maritime LTd. 166,780
The Dhaka Mercantile Co-Operative Bank Lt 165,600
Jamuna Bank Ltd. 165,275
Eastern Bank Limited 163,617
Abdul Monem Ltd 160,845
Unilever Bangladesh Ltd, (IPTSP) 159,827
Designer Fashion Ltd 158,600
Romania Food & Beverage Ltd. 158,250

364
Sanofi-Aventis Bangladesh Limited 157,800
Cisco Technology Bangladesh Ltd 156,249
MAX Group (Baridhara) 154,000
Bangladesh Ordnance Factory 151,694
The Bangladesh Today 150,000
Bengal Group of Industries 149,588
IT Consultant 149,486
Intraco Group 148,198
Brothers Garments 148,000
My Outsourcing Ltd (Coca-Coala) 147,281
ACI Logistics Limited 146,844
Essential Drugs Company Ltd 146,400
Work Field Knit Wears - Luke Dhaka 145,000
Ringtech Bangladesh ltd. (Haseen Group) 144,600
Paragon Knit Composite Ltd. 144,439
Knit Studio Ltd 144,000
Total Offtech Ltd 140,333
MITHELA TEXTILE INDUSTRY 140,161
Metrocem Cement Ltd 140,000
Nitol Niloy Group 139,600
Mutual Trust Bank Limited 138,357
Southeast Bank Limited 137,855
GlaxoSmithKlien Bangladesh 137,500
United Commercial Bank Limited 137,000
GSK Bangladesh Limited 133,500
GQ Ball Pen Industries Limited 132,819
Adil E Solution 132,500
Ministry of industry 130,000
Atlas Food & Beverage Ltd 128,727
Silkways Card & Printing Ltd 126,617
Ibrahim Cardiac Hospital & Research (INT) 126,250
SS Business Corporation Ltd 125,280
SuperSign Industries ( Electrical) Ltd. 124,905
Diaz Hotel & Resorts 123,774
Zuellig Pharma Bangladesh Ltd (Data) 122,710
NRB Bank 122,700
Rangamati Hill District Council 122,500
Target Australia Sourcing Limited (TGT) 121,524
Khulna WASA 121,467
Lanka Bangla Finance Ltd. 120,783
Edison Group - SB Tel Enterprises Limited 120,661
Hall-Mark Group 120,000
Bengal Plastic Pipes Ltd. 119,551

365
Daraz BD (IPTSP) 118,702
East End Logistics BD 116,674
bKash Limited 115,677
City University 114,999
Kazi Farms Group 114,823
Paxar Bangladesh Limited - Avery Dennison 113,533
Good Heal Trust 113,500
Nandan Apparels 111,806
Coca-Cola Bangladesh Limited (LTFS) 110,391
Prime Bank Limited 109,593
Daraz BD 109,250
ServoiT 106,000
Mr. Omar Nasif - Team-Bd Chronicle 105,000
Adeptmax Software & Engineering 104,112
Samtex Ltd 104,000
Supreme Court of Bangladesh 103,680
CT Health Ltd 103,500
MILVIK (IPTSP) 103,292
CG-Confidence Electric Ltd 103,000
Midland Bank Ltd. 101,829
Sinha-Medlar Group 101,589
Jinsheng Limited 101,575
Sharif Pharmaceuticals Ltd 101,339
Gazi Tanks 98,900
BANGLADESH DEVELOPMENT GROUP 98,725
Bangladesh Hi-Tech Park Authority 98,648
Nightingale Communication&Service PTE LTD 98,113
Berger Paints Bangladesh Ltd 96,128
Tareque Group 96,000
Wellpac Polymers Ltd 94,000
3rd Eye (Pvt.) Limited 93,242
Duranto Knit Composite Ltd 92,919
My Outsourcing Ltd. 92,603
Zarif Technologies Ltd 92,498
Wei Qi Metal Production Co. Ltd 91,428
Southern Designers Ltd. 91,297
Rangpur Cantonment School & College 91,000
ABC Radio 90,000
AT AUTOMATION LTD 89,139
Provita Feed Limited 88,050
HDF Textiles Ltd. 86,001
Thakurgaon Communication 86,000
Bangladesh Telecommunications Company 85,831

366
NRB Commercial Bank Limited 85,000
Rick Steel 84,700
EBN Dot Com (Islamic Foundation) 84,000
Wasif Knit Composite Ltd. 83,013
Jamuna Group 82,760
Gazi Tyres 82,225
MItali Fashions Ltd. (IPTSP) 81,358
Bangladesh Krishi Bank.. 80,798
LM Ericsson Bangladesh Limited 80,348
Anchorage The Residence 79,750
Airtel Bangladesh Ltd (IPTSP) 78,753
F A Feed Mills Limited 78,387
International Medical College & Hospital 78,226
Bangladesh Navy 78,074
GONO BISHWABIDYALAY 78,000
Emerging Communications Ltd 76,000
Knittex Ind. Ltd. 75,978
Sonet Enterprise 75,600
Transcom Distributions Ltd 75,559
Quatar Navy 75,048
Sarker Electrics 75,000
Radio Masala Ltd FM 75,000
SAG Fashion Ltd.-Factory 75,000
Dewhirst Group 74,275
Brothers Furniture 73,968
Gaibandha Institute of it 72,710
Election Commission Bangladesh 72,105
Mahjabeen 72,080
ICEL Pvt. Ltd. 72,000
Investment Corporation of Bangladesh 72,000
Shah Trims Limited 72,000
Disrupt Technologies 70,903
MJL Bangladesh 70,750
Edison Electronics 70,667
Aftab Group 70,407
MIM Technologies Limited 70,000
Premier Bank Ltd. 70,000
Lodestar Fashion Ltd 69,500
Ispahani Foods Ltd 69,333
United Hospital Ltd. 69,300
U-Turn 69,263
B.Baria net 69,194
DBL Group-Kashimpur (Jinnat Apparels Ltd. 69,000

367
DBL-Mawna Fashions Ltd 69,000
Kahn's Catering Ltd. (King's Kitchen) 69,000
Bishwo Rang 68,997
Blue Planet Knitwear Ltd 68,058
Bureau Veritas Consumer Products 68,040
Civic Apparels Ltd. 66,968
Saad Musa City Center 66,890
Kreative Cell 66,276
ESHO.com 65,523
Print Asia Limited. 65,000
Columbia Washing Plant Ltd 64,536
BRB Cable Industries Limited 64,226
Interlink Group 63,000
Sea Pearl Beach Resort & Spa Ltd. (IPTSP) 61,912
Radio Broadcasting FM ( Bangladesh) Co. L 61,500
Biman Bangladesh Airlines 61,061
Food Factory 61,000
Smart Zone 60,901
K-Line Bangladesh Limited 60,750
Semicon Pvt. Limited 60,640
German Bangla Bicycles 60,000
Panjeree Publications Ltd. 60,000
Fakir Apparels Limited 60,000
Mangrove Institute of Science & Technolog 60,000
Royal Danish Embassy 60,000
Shamsher Jute Mills Limited 60,000
Sinha-Venture Energy Resources Limited 60,000
Auto Plex Limited 59,768
Expereo International bv 59,616
Fahrenheit Marketing Communications Ltd 57,387
Bengal Shoe Industries Ltd 57,184
Tivoli Apparels Ltd 57,000
GAZI INTERNATIONAL 55,870
All Fashion BD 55,865
J.F.K Fashion Limited 55,000
Kss Knit Composite Ltd. 54,645
MAQ Paper Industries Ltd 54,324
Pro Dhaka Soft Ltd. 54,267
HDF Holdings Ltd 54,000
Adarsha Group 53,636
Gazi Group 52,592
Bengal Polymer 52,590
Invent Point Computer 52,550

368
Centre For Disabitity In Development 51,999
PVH Far East Ltd. 51,750
Opsonin Pharma Limited 51,467
SS Telecom (Internet) 51,000
PRAN Dairy Ltd 50,532
Space Walker 50,000
Marketplace bangladesh (LTFS) 50,000
Popular Telecom Systems Ltd 50,000
Crossline Knit Fabrics Ltd. 50,000
Prescription BD. (IPTSP) 49,779
Wucho Fashion Ltd. 49,501
Alcatel Lucent International Bangladesh B 49,318
My Outsourcing Ltd.(IPTSP) 49,190
Karnaphuli Fertilizer Company Limited 48,875
A.K. Khan & Company Ltd (Ctg) 48,600
National Health Care Network 48,500
Ocean Group 48,300
Farhan Knit Fabrics 48,226
Brainstation 48,072
Three R Enterprise Farms 48,003
International Turkish Hope School Banglad 48,000
Nilsagor Consumer Product Ltd. 48,000
Square Toiletries Limited (LTFS) 47,475
MAX Group (new) 47,468
SB KNITTING LTD. 47,450
Scicom (MSC) Berhad 47,365
HAMM Sourcing Ltd 47,179
Step One Air Sea Fright 47,149
GQ Plastic IPTSP 47,000
Broad Band Solution 46,575
M. Hossain Sizing Mill 46,559
Windmill Infotech Limited 46,260
FAO Representation in Bangladesh (FAO) 46,250
National Fittings and Accessories Ltd 46,150
Narayanganj Club Ltd. 46,000
Pran AGRO Ltd 46,000
Zamans Research & Consulting 45,900
Ibrahim Cardiac Hospital & Research Ins. 45,100
Ashuganj Power Station Company LTD (APSCL 45,000
Bangla Cat 45,000
Bangladesh Petrochemicul LTD 45,000
US-Bangla Airlines 44,874
Nar Sweater Ltd 44,790

369
Village Education Resource Center (VERC) 44,771
Bank Asia Limited 44,716
edotco Bangladesh co ltd. 44,571
Linkbd.net 44,115
Affan Composite Ltd 44,000
Esquire Electronics Ltd (IPTSP) 43,964
World Food Programme 43,912
Talisman IPTSP 43,908
Bulbul Securities Ltd 43,667
Osman Interlinings Ltd. 43,567
Reedisha Texstripe Limited (RTSL) 43,505
Jalalabad Gas & D System Ltd 43,125
BDConnect .net 42,117
National Health Care Network (NHN) 42,000
Atashi Fashion Ltd. 42,000
HDF Footwear Limited 42,000
Institute of Science, Trade & Techonology 42,000
Labaid Diagnostic 42,000
Navana Building Products Ltd. 42,000
Sun Electronics & communications 41,953
Lafarge Surma Cement Ltd. 41,724
Jassim Al-Mannai 41,548
M. M. Builders & Engineers Limited 41,400
Letter n Colour Ltd. 41,400
Software Shop Ltd. 41,400
National Telecom Ltd. 41,120
Newsmailbd 41,000
Al-Noor Agro Industries Ltd, Bogra 41,000
United Leasing 41,000
Sugar & Spice Restaurant 40,425
Four Dimension 40,001
BERGER Paints Bangladesh Limited 40,000
Embassy of the state of Qatar Dhaka 40,000
Paradise Cables Limited 40,000
Syngenta Bangladesh Limited 40,000
TwoR Solution 39,073
Rahetid 39,000
Super Tex Merchandising Co. Limited 39,000
Digicon technologies ltd 38,348
Dhaka Bangla Media & Communication Ltd 38,125
Mr. Ashraful Arefin (Want ADD) 37,968
Omera Petroleum Ltd 37,700
SI 2 Limited 37,500

370
Bengal Adhesive & Chemical Ltd 37,177
Chaikhana Kabab & Grill 36,226
Genesis Fashions Ltd (M&J) IPTSP 36,109
Ma Moni Dairy & Poultry Farm 36,001
Arteco Metallic 36,000
Creative Image BD 36,000
Dhaka Medical College 36,000
Friends Stylwear Limited 36,000
Honey World Comb 36,000
Maheen Label Tex Limited 36,000
Kapotakkhi Feed Limited 35,500
High Commission for Pakistan 35,000
IT Landers Ltd 35,000
DBCS Cable System ltd. 34,500
Padma Islami Life Insurence Limited 34,000
Radio Dhol 34,000
Sunlit IT 34,000
Universal Icon Uttara 34,000
ACI Godrej Pvt. Ltd. 33,950
Golden Oil Mills Ltd 33,925
Next Genaration 33,500
A. H. Jute Spinners and Belting Ltd 33,489
OFF SHORE IT Ltd. 33,467
Padma Oil Company Limited 33,300
Mr. Sabbir 33,000
Quantum Properties Ltd, (5th Floor) 33,000
Bil Consortium Ltd 33,000
OFF SHORE IT(MD. House) 33,000
Hossainul Gaffar (CTO, TVN) 32,826
Kutubbug Paper Products 32,775
Radio Masala Ltd- 32,478
Building Technology & Ideas (BTI) 32,350
EnergyPac Electronics Limited 32,000
Cocola Food Products Ltd 32,000
Room to Read Bangladesh 32,000
The Antique Furniture 31,748
M/S Padma Steel Re-Rolling Mills(Al-Ferdo 31,500
Rangs Motors Limited 31,500
Union Specialized Hospital Ltd 31,323
Silkways Cards and Printing Ltd. (IP TSP) 31,321
Karmo Foam and Adhesive Industries Ltd. 31,050
SITA Air 31,050
Super Oil Refinery Ltd. 31,050

371
National Cement Mills Ltd 31,033
Orchid Styles Limited 31,000
KAS International Sourcing Bangladesh 30,966
Pedrollo nk Limited 30,126
Dignity Textile Mills Ltd. 30,000
Fariha Knit 30,000
High Commission of Brunei Darussalam 30,000
Khwaja Yunus Ali University 30,000
Platinum Apparel Mfg Co.,Ltd 30,000
Global link Sylhet 29,900
Dola Agro Complex Ltd 29,710
Desh Data Entry 29,548
Pro2 Interactive Ltd. 29,000
Walton Plaza-DITF 28,750
FIQRAN 28,387
Info Link 27,931
Guangdong Oppo Mobile Telecom. Corp. Ltd. 27,801
MAPPLE Mobile 27,600
EKUSHEY TELEVISION LIMITED 27,500
Silkways Group (IP TSP) 27,252
Cue Club 27,065
Bengal Feed and Fisheries Ltd 27,000
Kabir Securities Limited 26,622
Fareast Islami Life Insurance Co. Ltd 26,565
Ycosa Limited 26,500
CG-Confidance Steel Limited 26,500
Habib Bank Ltd 26,100
DSL Sweater Ltd 26,000
S F Ahmed & Co. 25,912
Bay Consolidation Ltd 25,500
Oasis Hospital 25,500
Hotel Favour Inn International 25,479
Social Marketing Company (SMC) 25,300
Presbyterian Church of Bangladesh 25,299
P.A. Knit Composite Ltd. 25,180
Columbia Garments (M&J) 25,025
Divine Fashion Pvt. Ltd. 25,000
Gausia Rahmania Mainia Monzil 25,000
Commercial Ways Compay Ltd. 25,000
Rock Asset Management 24,913
UYS Lab 24,494
MD Abdul Bahar 24,150
Quazi Enterprises Ltd. (QEL) 24,097

372
Dhaka Palli Bidyut Samity-4 24,000
Knit Lustre Ltd. 24,000
Semco CNG Station (Madhabpur) 24,000
Tiger IT 24,000
Don Grammar School 23,940
Munimul Islam 23,300
Bank Alfalah Limited 23,000
DBL-Jinnat Apparels Ltd.(Flamingo Fashion 23,000
Singapure Piling South Point Skills Centr 23,000
Sunlife Insurance Company Ltd. 23,000
Tallu Spinning Mills 23,000
World Vision Bangladesh 23,000
Abdullah Money Changer 22,999
Dependent Money Changer 22,999
Journey Maker jobs.com 22,553
Max Foundation Bangladesh Country Office 22,500
Smile Apparels Ltd. 22,500
Mamun ICT 22,497
AB Securitas Bangladesh Ltd 22,080
Nur Group-Raiyan Knit Composite Ltd. 22,000
Four Season Fashion Ltd. 22,000
X CERAMICS LIMITED.-Index Group 22,000
Praxis Traning Technology & Consultancy 22,000
Winmet Tours & Travels 21,839
SQUARE Hospitals Limited 21,700
Shahrasti Computer 21,581
Sylhet Opulence Pvt Ltd 21,516
Mr. Jens-Erik Moelgaard 21,500
want add Md Office 21,500
Lion Feeds Ltd. 21,000
Atova Technology 20,746
Bengal Flexipak Limited 20,700
BERGER-Jenson & Nicholson (BD) Ltd. 20,700
Hamilton Metal Corporation Ltd. 20,700
Wartsila Bangladesh Ltd 20,700
JN Computers 20,441
Rayhan Corporation 20,400
Hello World Communications 20,311
SHUVRO Group 20,182
AMAN Graphics & Design Ltd 20,054
Atherton Imbros Company Ltd. 20,040
Shahiidul Islam Sahin 20,000
DATAFORT LIMITED 20,000

373
EMK Center 20,000
EZY INFOTECH (PVT) LTD. 20,000
Knitex Limited 20,000
Madina Jute Industries Ltd 20,000
Nafco Pharma Ltd. (Maymensing) 20,000
Quazi Abedin Tex Ltd. 20,000
Rusani Enterprise 20,000
Salim & Brothers 20,000
Sigma Capital Management Ltd 20,000
Sterling Creation Ltd. 20,000
Emtiaj Engineerring Cutting Bending Works 19,806
FIFO Tech 19,659
YES Technology Ltd. 19,655
Gray Food (Melange) 19,600
Fernas Constraction Inc 19,500
Exotic Info Media 19,290
Marketplace bangladesh 19,274
Mer Services Ltd. 19,140
Rupayan Housing Estate Ltd. 19,128
MRS Industries Limited 19,090
A.K Khan & Company Limited 19,000
Cyber Link 19,000
Kabir Steel Re-Rolling Mills Ltd 19,000
Maj Rasel 19,000
EAST COAST GROUP 18,750
SQF Paper Mills (P) Ltd.(Hakkani) 18,443
Ahsan Composite Ltd. 18,384
Walton Service Management System-Thakurga 18,000
Agence France Press(AFP) 18,000
Big Bang Computers Ltd. 18,000
CDD-Centre for Disability In Development 18,000
Kashpia Printing & Packaging Ind. 18,000
Proshika HRDC Trust 18,000
Rancon Sweaters Ltd 18,000
Remex Corporation Limited 18,000
Techno Solutions Ltd 18,000
SB Tel Enterprise Ltd. 17,927
VISION Software Ltd. 17,850
Pacific Design & Sourcing 17,773
CMH-Combined Millitary Hospital 17,750
The Cloth & Fashion 17,719
Oceanic Apparels Ltd. 17,592
AVANT GARMENTS LTD. 17,584

374
AKIFAH Traders & Co. 17,526
Reve Systems 17,500
Hexing Electrical Company Limited 17,500
Energypac Power Generation Ltd 17,250
JAM Marketing 17,250
Zuellig Pharma Bangladesh (IPTSP) 17,219
Nar Sweater Ltd (IPTSP) 17,211
Modhumoti Bank Ltd 17,143
Maliha CNG Filling Station 17,040
Radio Today 17,039
Bellwoven Company Limited 17,034
Relation Cable Network 17,032
BLUE PLANET FASHION WEAR LTD 17,000
Bengal Plastic 17,000
Sterling Denims Ltd 17,000
FDN Energy ltd 16,917
SAG Fashion Ltd.-MD House 16,791
Speakers Councils Ltd. 16,774
Akij Group 16,750
Payra Port Authority 16,500
Dhali Construction Ltd. 16,125
COAST Trust - Bhola Management and Traini 16,100
British High Commission 16,001
Tiger Communication 16,000
N.S.Creation 16,000
PRESCRIPTION BD 16,000
Shirat Chemicals Ltd. 16,000
TRADEXCEL AUTO BRICKS Ltd 15,830
Tanaz Fashions Ltd. 15,706
Ak Khan Telecom Limited 15,648
Proshika Computer System Trust 15,600
3F-United Federation of Danish Workers 15,500
Betelco Ltd 15,457
AUTO CROP CARE LIMITED 15,348
Ali Natural Oil Mills & Agro Industries L 15,313
Assign Power Ltd. 15,266
Supreme Electronics Ltd IP 15,229
Neurology Foundation Hospital 15,002
Shahin 15,000
S R COMPUTER 15,000
Tech-BD International 15,000
Active Fine Chemicals 15,000
Mahbbob Kawser 15,000

375
Orient Allure Lingerie Ltd 15,000
Prime Minister's Office 15,000
SARC HUMAN RIGHTS FOUNDATION (INT) 15,000
Sinha Power Generation Company Ltd. 15,000
Unicom 15,000
Hakro Shishu Niketon (Fuljhury) 14,950
Al Hassan Diamond Gallery 14,917
Tanveer Food Ltd. (Meghna Group) 14,888
Bangladesh Diagonstic 14,804
Dewan Cold Storge 14,742
SM TRADING 14,483
SBAC Bank Ltd. 14,400
ANNANOVASIT 14,097
Boishakhi Television (new) 14,081
M.A Telecom 14,053
Bakhrabad Knitting Industries Ltd 14,000
Bengal Concept & Holdings Ltd. 14,000
Better Technology & Ideas;,Inc 14,000
Dody Group 14,000
Interlink Apparels Limited 14,000
Quantum Properties Ltd. 14,000
Syed Sadat Ahmed 14,000
IT Zone 14,000
Confidence Accessories (Pvt.) Ltd. 13,800
Dipon Consultency Services Ltd 13,800
Egarosindur Cold Storage 13,800
Intrade Group Limited 13,800
IOC International Limited 13,800
Metro Coverage Limited 13,800
Office of Commercial Affairs, Royal Thai 13,800
Provita Chicks Ltd. 13,800
Business for Future 13,792
SR International Ltd 13,566
Scanwell Logistics Bangladesh (Pvt) Ltd. 13,500
National Homoeo Hall (PVT) Ltd 13,492
Madina Group 13,387
Fortuna Bangladesh (IPTSP) 13,229
Hilly Barta 13,176
PVH Far East Limited (IPTSP) 13,002
Official Residence of the High Commission 13,000
BanglaMa Group-Better Communication & Aut 13,000
GQ Foods Ltd. 13,000
Semco CNG Station (Alenga) 13,000

376
Big Auto Mobile 12,984
AC World 12,900
Md. Mostafiz Sohel 12,900
ADA Trading Bangladesh Co. LTD 12,883
DG Touch 12,650
Electra International Ltd (H/O) 12,650
Talisman Ltd. 12,554
Navana Batteries Limited 12,421
National Bank Limited, Card Division 12,207
Bangertec Ltd. 12,200
Novartis Bangladesh Limited 12,112
Sayeman Beach Resort Limited (IPTSP) 12,028
Glaze Knitwear Ltd 12,000
AL-Noor Steel Complex Ltd. 12,000
Baizid Steel Industries Ltd 12,000
Bangladesh Shipping Corporation 12,000
Boishakhi TV Mohakhali 12,000
Christian Aid 12,000
Combined Military Hospital (CMH) 12,000
Jeans Manufacturing Co. Ltd 12,000
Nahied Plastic Ltd. 12,000
Padma Rolling Mill 12,000
Primondrial Ltd 12,000
Service Solutions (Pvt.) Ltd. 12,000
Sinha Peoples Energy Ltd. 12,000
Unifill Group 12,000
World Tech 12,000
Lumineux Informatique 11,999
Abosar Prokashana Sangstha 11,954
Laurel Hotels Ltd 11,925
Ferdosh Alam_Autova Technology MD 11,898
InfoLink (IPTSP) 11,723
Digital Graphic Studio 11,679
Motorola Telecommunication Bangladesh Pvt 11,640
Laser Medical Center ltd. 11,572
Beacon Point 11,500
Li & Fung (Bangladesh) Limited 11,500
Maayas Secutronics Ltd. 11,500
Mamico Limited 11,500
MILVIK [Internet] 11,500
Power Grid Company of Bangladesh Ltd 11,500
X-Telecom (PVT) Ltd.-Madanipur Off 11,500
One Auto Solution 11,430

377
Creative Zone 11,367
Teletalk Bangladesh Ltd 11,309
Femme Beauty Clinic & Parlour 11,270
Banglar Bani 11,264
Looogo Web 11,200
D-Bangla TV 11,097
Pacific Export 11,067
A.K. fashion (Ahsan Group) 11,067
Asiatic Laboratories Ltd. 11,000
Bangladesh Bank 11,000
Confidence Thread Accessories (Pvt.) Ltd. 11,000
HOTEL SAFINA LTD 11,000
Press Club 11,000
Rahetid (IPTSP) 10,958
Golden Harvest Foods Ltd. 10,925
Novotel Ltd 10,882
Shahriyar Fabric Industries Ltd. (GILDAN) 10,645
Desktop Computer Connection Ltd.(Desktop) 10,622
Rahman Chemical Industries Ltd. 10,535
Nirvana Inn 10,504
3F-Ethical Trading Initiative (ETI) 10,500
Govt. Hazi Muhammad Muhsin College 10,500
The Designer 10,500
Apon Bhubon 10,484
Reckitt Benckiser (Bangladesh) Limited 10,412
Golden Harvest Agro Industries Ltd. 10,405
Crescent Leather products limited 10,350
GTR Technology 10,350
Kshiti Sthapati 10,350
Nawab Abdul Malek Jute Mills Ltd. 10,350
Omera Cylinders Limited 10,300
ISS Technologies Limited 10,143
R.A SHIP BREAKING 10,097
Uni-Gears ltd (IPTSP) 10,081
Adhipress Bangladesh Ltd 10,000
Atomix System Ltd. 10,000
BDPC 10,000
Embassy of France 10,000
Marine (Agency) Services Limited 10,000
Multi Vision 10,000
Naheed Group - Farzana Naheed & Mir Zubai 10,000
NOVOAIR 10,000
RSPL Health BD LTD 10,000

378
Transcom Electronics Ltd 10,000
Tri-Zone FPS (BD) Ltd. 10,000
Woori Bank Dhaka Branch 10,000
Principal Kazi Faruky School & College 10,000
Prime Finance Limited 9,988
U.F.M BD Ltd 9,924
Abdur Rouf Khan, MD, Opsonin 9,800
Multi Modern Apparels Ltd. 9,686
MARS Solutions Ltd. 9,500
Jamil Ahmed 9,280
Mahmuda Attires Ltd 9,245
Duty Free Shops 9,206
Reza Kibria 9,200
Saint Martin Fisheries Ltd. 9,200
Bangladesh Export Import Company Ltd 9,200
Mir Telecom 9,148
Sonic Trade Corporation 9,100
Makka Paper & Board Mills Ltd. 9,048
Khaled Group 9,006
Saif Powertec Ltd 9,000
ARK Washing Ltd 9,000
Embassy of the State of Palestine 9,000
Feni Computer Institute 9,000
Khandoker Tawsif 9,000
Walton Service Management System-Gopalgon 9,000
Walton Service Management System-Jamalpur 9,000
Xtreme Communications 9,000
Zahid Eshaq 9,000
Walton Service Management System-Gaibandh 8,999
Power Resources Limited 8,900
Noapara Group 8,860
Shimul Dey 8,827
Suranjan Das Gupta 8,808
CTG News 8,710
First Call Limited 8,625
MrSyed Abdullah al Nahin 8,600
Drooty Limited (IPTSP) 8,569
GLORY Poles Limited 8,558
Narayanganj Engineering and Shipbuilding 8,500
Mr.Sajjad (Director) 8,467
Creation Park 8,400
Impact pr 8,400
Genesis Denim Ltd. (Columbia Apparel) 8,338

379
SI 2 Limited IP 8,257
Mr. Mobashher Ahmed ( Rumel) 8,178
Hill Side Excelsior 8,147
Ispahani Islamia Eye Institute & Hospital 8,115
IDLC Finance Limited 8,050
National Polymer Industries Ltd. 8,050
UNITY INDUSTRIAL(BD) LIMITED 8,000
German Red Cross Bangladesh-Head Office 8,000
Omera Logistics Limited 8,000
Rafia Paper Limited 8,000
Sanakosh Associates Ltd. 8,000
Shaheed Suhrawardy Medical College Hospit 8,000
BSF Steel Limited 7,999
Vision Multimedia 7,935
Sandeep Ayurvedic Clinics 7,828
BRAMAKS FASHION LTD 7,799
Padma Oil Depot, Guptokhal, CTG 7,650
GTA Sports Ltd. 7,616
ACCC Project 7,600
Australia Bangladesh Solar Power Ltd. 7,600
Avic International 7,500
BRB Hospitals Limited 7,500
Mutual Food Products Ltd 7,500
Panna Rural Development Foundation (PRDF) 7,500
Ranken-Mapl Joint Venture 7,500
Sydney International School 7,500
XID Architecture 7,500
The Daily Samakal 7,500
bproperty.com.limited-Sylhet 7,499
M.I.M Dresses Ltd. 7,475
Genuine Cancer Hospital Limited 7,200
Khandani Restuarant 7,200
Atlas Design Bangladesh 7,200
M/S.Sohel Enterprise 7,200
Karma Entertainment 7,000
Al-Ferdos Re-Rolling Mills Ltd. 7,000
ZED N ZED IT SERVICES LTD. 7,000
Biddyut Limited 7,000
Technohaven Company Ltd. 7,000
Abu Hena Mostofa Kamal Siddiki 6,978
Find Ways Air Services 6,950
Resource Foam & Accessories Ltd. 6,923
The Daily Star IP 6,902

380
Amadeyr Cloud Ltd. 6,900
iQra DISABLED CHILDREN'S HOSPITAL 6,900
Spring Garden Flat owner association 6,900
United Express (INT) 6,900
Epic Airways ltd. 6,899
Fifth Avenue 6,775
Lecture Publications Ltd 6,715
Tune Bangladesh Ltd. 6,535
SURGISCOPE HOSPITAL LTD 6,500
International Tobacco Ltd 6,470
Maj. Gen. Mia Md. Zainul Abedin 6,450
Bangladesh Commerce College 6,400
Mr. Ashraf Khan 6,200
IFAD Multi Products Ltd. 6,038
BR Computers 6,035
Akmatro.com 6,000
Anan Chemical Industries Ltd 6,000
Banaful Social Welfare Organization 6,000
Click World Cyber System 6,000
Compustar (Pvt.) Ltd. 6,000
MBK COMPUTER 6,000
Mr.Shahabuddin Ahamed 6,000
Netscope 6,000
Samuda Containers Ltd. (NSD Plant) 6,000
Tanvir Raqib 6,000
The Antique Furniture (Factory) 6,000
B.Brother Group 6,000
Eastern Union 5,999
Keen Surma Security Services LTD. 5,980
The Cubicle (DT) 5,919
Lane IT Limited 5,750
Praava Health 5,750
RM Interlinings Ltd. 5,750
VISA NETWORK 5,750
Arturo José Munguia Tirado 5,700
Marketplace bangladesh (IPTSP) 5,700
Ashrafur Rahman 5,633
National Health Care Network (NHN) (IPTSP 5,531
Uttam kumar Sinha 5,520
Dohatec New Media 5,500
Shovon Kibriya 5,500
Electra International (Tejgaon) 5,323
Designer Jeans Ltd. 5,309

381
Internet Empire 5,239
Md.Ahsan Saleh Noor 5,200
SCHOLARSHOME 5,200
Md. Nazim Ahmed Kabiri 5,189
National Heart Foundation Hospital 5,175
PUSTEE FOOD PRODUCTS 5,175
Mosharrefa Begum 5,165
MBK COMPUTER IP 5,101
Amigo Properties & Developments Ltd. 5,000
Asif Matin 5,000
ClicknGo Communications 5,000
Daiyin Group 5,000
Fortuna Leather Craft Ltd IP 5,000
Heart Medical Transcription CO. 5,000
Ideal College 5,000
Kimberley Design 5,000
KKS NETWORK INTERNATIONAL 5,000
Maq paper (Quasem Azam) 5,000
My Outsourcing Ltd.(Western Union Money) 5,000
Ratool Apparels Ltd 5,000
Safe Islami Group Ltd 5,000
Syed Ishtiaque Ahmed and Associates 5,000
Total LP Gas 5,000
Want Ad Ltd. 5,000
Wellpac Polymers Ltd 4,887
Perfect Knowledge Bangladesh 4,850
Debu Enterprise 4,828
IQRA TRAVELS & TOURS 4,760
Mediacom 4,758
Md.Sakhawat 4,600
GH Memorial School 4,600
Hena Fashion Jewellery 4,600
KB BRICKS 4,600
Shetu Pesticides Ltd.-Semco 4,600
Yasir Polymar Industries Ltd. 4,600
Go BD Go Limited (IPTSP) 4,552
Rupayan Housing Estate Ltd. (Data) 4,500
BADC-Mir Kadim Fertilizer Depot 4,500
Khandaker Telecom 4,500
Prothom Protirodh Newspaper 4,500
National Polymer Industries Ltd. 4,428
Customs Office, Osmani Int. Airport 4,140
Ethiopia Restaurant 4,140

382
Spectra International Limited 4,025
Route to Market International Limited(IPT 4,001
Pathmark Associates Limited 4,001
Ershad Knit Fashion Ltd. 4,000
Eurostar 4,000
GEARS GROUP, HQ 4,000
Lifestream International 4,000
Sign &Design 4,000
Windmill Infotech Limited(INT) 4,000
Altertech IT 3,999
Kaaf Communication 3,984
Social Marketing Company (SMC-IPTSP) 3,836
Jamuna Industrial Agro Group Ltd. 3,833
Octopian Services DMCC 3,645
Shamsuddin 3,600
Lutfa Begum 3,543
Grameen Communications 3,525
FC BANGLADESH LIMITED 3,500
S B Solution 3,500
Saleh Steel Industries Limited 3,500
Ziska Pharmaceuticals Ltd. 3,484
Industrial Engineering & Service 3,450
Milisa O. laisna 3,450
QATAR AIRWAYS 3,379
Transcom Distribution Co. Ltd 3,317
Interlink Dresses 3,254
Edison Properties Ltd 3,200
Nirvana Technology 3,120
Venus Telecom Limited 3,113
News 71 (INT) 3,048
Manjur Ahmed 3,043
Wahidur Rahman 3,043
Metlife Alico 3,009
Bangladesh Office Supply & Services Ltd. 3,000
Eastern Apparels Ltd. 3,000
Pacific Overseas Travel Agency 3,000
The Man & Company (Garden Tower) 3,000
Rotary Cancer Detection ulit 3,000
Diamond Life Insurance Co. Ltd. 3,000
Norm Outfit & Accessories Ltd 3,000
Nice Soft Ltd 2,999
Greentech Service 2,999
Brother's Mega shop 2,990

383
Jahangir Kobir Mahmud 2,990
6 Axis Technologies Limited 2,959
National Phone 2,850
Sam polymer ind ltd 2,839
Shah Amanat Knitting&Dying Industries Ltd 2,819
Bangla Trac Communications Limited 2,808
INSTA 2,700
Mr. Dimpto Goshal 2,700
Well Group 2,700
Digicon Telecommunication Limited (IPTSP) 2,631
Comprotel 2,600
ROOTS (IPTSP) 2,532
Homa Zaman 2,506
Asha Heights 2,500
Denim Attire Ltd. 2,500
Uttara Group 2,500
Wilson Imports Ltd 2,484
Shamahar 2,452
People,s Hospital Limited 2,400
Ambassador Mr. Serajul Islam 2,300
Mr. Hassan O. Rashid 2,300
Prime bank ltd (Corp.Tej) 2,300
International School Dhaka 2,275
Bio-Pro Bangladesh 2,237
Gausia Feed Mills Limited. 2,201
Sorower Jahan 2,200
Md. Allauddin 2,173
KJSEL 2,016
PRESSMEET 2,016
Syed Sheblo Parvez 2,011
Ainigma Technologies Ltd. 2,000
Bils Chittagong 2,000
Commercial Bank of Ceylon PLC 2,000
KBC AGRO Products Limited 2,000
Capital Designs Ltd 2,000
World View Computer (INT) 1,997
The cubicle IP 1,988
Rayhan Rume 1,800
Bangladesh Agricultural Development Corpo 1,765
SM Group-SM Style Ltd. 1,750
Echo Apparels Bangladesh 1,749
Capital Fashions Ltd IPTSP 1,670
Md. Shahed Hossain (IPTSP) 1,653

384
 CIXING Bangladesh Ltd 1,606
Momtaz Uddin Ahmed 1,574
ISS Limited 1,512
Habibur Rob 1,500
Iftkhar Ahmed 1,500
Labaid Diagnostic (Uttara Branch) 1,500
Mohammodia Travels and Tours 1,495
Global Voice Telecom Ltd 1,475
Ashraful Wadud 489
TOTAL 202,286,151

Party-wise disclosure relating to "Other receivables"

Details Amount (Tk.) 30-

June-17
Agni Systems Ltd 3,199,882
InGen Motors Ltd. 560,000
InGen Technologies Ltd. 24,180,665
Interest Receivable-ADN Edu Service 93,055
Mobile Bill Receivable 4,443
IIDFC 3,230,757
TOTAL 31,268,802

Annexure-B

Party-wise disclosure relating to “Trade Receivable-provision for bad debt”

ADN Telecom Limited

Statement of Bad debts Provision for the year 2016-2017
Client Name Services Due amount
Mercantile Bank LTD. Data 253,683
INGEMAS TSK Internet 243,500
Gemcon Group(Gem Jute Ltd.) Internet 233,833
Poriborton.com Internet 208,000
Hana Hats & Caps Ltd. Internet 193,173
Novus Pharmaceuticals Limited Internet 188,644
Gardenia Cyber Communication Internet 187,110
Texstream Fashion Ltd. Internet 180,061
SUN Online - Postagola Internet 178,900
Data edge Limited Data 173,000
U.F.M BD Ltd IPTSP 9,924
MARS Solutions Ltd. Internet 9,500
Sonic Trade Corporation Internet 9,100

385
Khaled Group IPTSP 9,006
IUBAT Internet 8,989
CTG News Internet 8,710
MrSyed Abdullah al Nahin Internet 8,600
Mr. Mobashher Ahmed ( Rumel) Internet 8,178
Hill Side Excelsior Internet 8,147
Ahsan Composite Ltd. Internet 7,900
Sandeep Ayurvedic Clinics Internet 7,828
United Nations Development Programme,UNDP Internet 252,000
Adeptmax Software & Engineering Internet 104,112
6 Axis Technologies Limited IPTSP 2,959
3rd Eye (Pvt.) Limited IPTSP 16,060
ACCC Project Internet 7,600
Panna Rural Development Foundation (PRDF) Internet 7,500
Ranken-Mapl Joint Venture Internet 7,500
Al Hassan Diamond Gallery IPTSP 7,269
M/S.Sohel Enterprise Internet 7,200
Al-Ferdos Re-Rolling Mills Ltd. Internet 7,000
Duranto Knit Composite Ltd Internet 7,000
Technohaven Company Ltd. Internet 7,000
Find Ways Air Services Internet 6,950
International Tobacco Ltd IPTSP 6,470
Maj. Gen. Mia Md. Zainul Abedin Internet 6,450
Bangladesh Commerce College Internet 6,400
Bangertec Ltd. Telehouse & Hosting 6,100
Akmatro.com Internet 6,000
Banaful Social Welfare Organization Internet 6,000
Compustar (Pvt.) Ltd. Internet 6,000
Netscope Internet 6,000
B.Brother Group Internet 6,000
Eastern Union Internet 5,999
Lane IT Limited IPTSP 5,750
Ashrafur Rahman IPTSP 5,633
Mosharrefa Begum IPTSP 5,165
Asif Matin Internet 5,000
Daiyin Group Internet 5,000
Ideal College Internet 5,000
KKS NETWORK INTERNATIONAL Internet 5,000
Perfect Knowledge Bangladesh-IPTSP IPTSP 4,850
Hena Fashion Jewellery Internet 4,600
Prothom Protirodh Newspaper Internet 4,500
Bellwoven Company Limited Internet 4,034
Route to Market International Limited(IPT IPTSP 4,001
Pathmark Associates Limited Internet 4,001

386
Abul Khair Group Data 14,741
BanglaMa Group-Better Communication & Aut Internet 4,000
Eurostar Internet 4,000
Altertech IT Internet 3,999
Kaaf Communication IPTSP 3,984
Jamuna Industrial Agro Group Ltd. Internet 3,833
S B Solution Internet 3,500
Ziska Pharmaceuticals Ltd. IPTSP 3,484
S F Ahmed & Co. IPTSP 3,466
Nirvana Technology(IPTSP) IPTSP 3,120
GramBangla Systems Ltd. Data 3,000
Mr. Dimpto Goshal Internet 2,700
Bio-Pro Bangladesh IPTSP 2,237
DADA (Dhaka) Data 2,200
Md. Allauddin IPTSP 2,173
PRESSMEET IPTSP 2,016
Syed Sheblo Parvez IPTSP 2,011
Echo Apparels Bangladesh IPTSP 1,749
Md. Shahed Hossain (IPTSP) IPTSP 1,653
ISS Limited Internet 1,512
Labaid Diagnostic (Uttara Branch) Internet 1,500
Biman Bangladesh Airlines Internet 961
Total 2,771,726

Annexure - C
Aging of other receivables
Amount in Tk.
Duration
30 June 2017 30 June 2016
1-30 days 698,164 1,250,376
31-60 days 975,315 2,500,000
61-90 days 1,268,258 1,242,605
91-180 days 3,386,518 4,500,000
181-365 days 1,200,000 -
Over 365 days 23,740,547 18,927,914
Total 31,268,802 28,420,895

387
 Annexure - D

Detailed disclosure regarding gain on sales of assets as mentioned at note No. 25.00 to the Audited F/S for the year
ended on 30th June 2017

Transfer
Value from Depreciation Written
Sl No Vehicle No Selling price Gain on Sales
Leasing Charged Down Value
company
A B C D E=(C-D) F G=(F-E)

1 DM-53-1781 9,110 9,110 - 210,000 210,000

2 DM-17-7054 60,000 60,000 - 350,000 350,000

Total 69,110 69,110 - 560,000 560,000

Annexure - E
Statement of Unsecured Loans with Terms and condition

To Whom It May Concern

This is to certify that ADN Telecom Limited did not take any unsecured loan from 1st July 2016 to 30th June 2017 except an
interest free Loan from its sister concern Tech Valley Computers Limited amounting to BDT-50,00,000 (Fifty lac taka only).

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

388
 Annexure - F
Details of land development cost

Area of Land
Cost of Acquisition
Names of the persons (in decimal)
Serial
from whom the lands As per As per Relation
No. Registration
have been acquired Title Mutation Deed value Total cost
cost
Deed Khatian
Mr. Md. Abdul Muin Miah,
14.46 14.13
1 S/o Late Abdul Khalek 3,55,58,200 5,322,800 40,881,000 N/A
Decimals decimals
Bepari alias Abdul Malek.
(i) Dr. Mst. Kohinur Akter,
Daughter of Md. Abul
Kashem. 1,754 1,735
2 1,24,50,000 1,545,546 13,995,546 N/A
(ii) Mst. Farzana Akter, Decimals decimals
Daughter of Md. Abul
Kashem.
1,768.46 1,749.13
Total 48,008,200 6,868,346 54,876,546
decimals decimals

Annexure - G

Details information about export services as shown in financial statements in note 21.02

Sl# Name of the customers Amount

1 Bharti Airtel Limited 3,490,820
2 Communication Networks Ltd (British Telecom) 1,436,401
3 Equant Network System Limited 142,373,365
4 Singapore Telecommunication Limited 226,691,562
5 Tata Communication International Pte. Limited 39,731,430
6 Octopian Services DMCC 455,182
7 Experio International B.V 551,912
Total Amount 414,730,672

389
 Annexure - H

To Whom It May Concern

Reconciliation of Business Income shown in Tax Return with Net Income shown in Audited Financial Statements

Amount in BDT
Particulars
2016-17 2015-16 2014-15 2013-14 2012-13
Income before Income Tax
shown in Audited Financial 152,170,059 125,046,738 96,015,944 119,824,478 114,861,478
Statement
Less: Other Income 938,502 792,457 1,918,335 1,545,094 159,346
Add: Accounting Depreciation 50,936,565 41,753,667 35,914,930 27,740,895 16,146,481
202,168,122 166,007,948 130,012,539 146,020,279 130,848,613
Less: Tax Depreciation 112,830,077 111,615,384 94,672,854 111,100,404 56,090,470
Less: Rebate on Tax 22,569,384 14,645,562 11,987,123 10,704,586 20,048,530
66,768,661 39,747,003 23,352,562 24,215,289 54,709,613
Add: Other Income 938,502 792,457 2,947,901 1,277,733 159,346
Income shown in Tax Return 67,707,164 40,539,460 26,300,463 25,493,022 54,868,959

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

390
 Annexure-I
To Whom It May Concern

This is to certify that the Financial Statements of the ADN Telecom Limited furnished for our audit does not have any transaction during the last 5 (five) years, or any proposed transaction, between the issuer and any of the following persons:

i) Any director or sponsor or executive officer of the issuer;

ii) Any person holding 5% or more of the outstanding shares of the issuer;
iii) Any related party or connected person of any of the above persons;
Except the transactions described in the following table:
2016-17 2015-16 2014-15 2013-14 2012-13
Balance at the
Balance at the Balance at the Balance at the Balance at the
Value of Value of end of the Value of Value of Value of
end of the year end of the year end of the year end of the year
SL Related Parties Relationship Nature of Transaction transaction transaction year transaction transaction transaction
Receivable/ Receivable/ Receivable/ Receivable/
during the year during the year Receivable/ during the year during the year during the year
(payable) (Payable) (Payable) (Payable)
(Payable)
Amount in BDT
Concern under common Intercompany Loan 2,000,000 - (20,000,000) - 20,000,000 20,000,000 - - - -
1 Tech Valley Networks Ltd.
management Cost Sharing - - (9,714,470) - 377,951 9,714,470 3,835,706 9,336,519 3,770,090 5,500,813
Concern under common
2 Tech Valley Computers Ltd. Intercompany Loan 2,752,742 (5,000,000) 4,500,000 (7,752,742) 2,149,085 (12,252,742) 198,780 (14,401,827) (14,600,607) (14,600,607)
management
Intercompany Loan 3,000,000 5,006,655 372,825 2,006,655 10,770,314 1,633,830 12,404,144 12,404,144 -
Concern under common
3 ADN Technologies Ltd Equipment Purchase 6,828,044 - 21,425,446 6,828,044 3,005,588 (14,802,269)
management
Cost Sharing 23,960 - 481,614 23,960 42,082 (252,787)

391
4 My Tel Ltd Investment Intercompany Loan 1,120,000 29,017,409 16,262,409 30,137,409 - 13,875,000 1,750,000 13,875,000 9,587,500 12,125,000
Concern under common Intercompany Loan 3,000,000 -
5 Bangladesh News 24 Ltd
management Cost Sharing - - 567,736 - 458,760 567,736 108,976 108,976
Concern under common Equipment Purchase (958,800) (958,800) (958,800) (29,300) (958,800) (929,500)
6 InGen Industries Ltd.
management Cost Sharing (36,500) - - (36,500) - (36,500) (36,500) (36,500)
Concern under common
7 InGen Motors Ltd. Cost Sharing - 560,000 - 560,000 80,000 560,000 240,000 480,000 240,000 240,000
management
Intercompany Loan 3,000,000 12,750,000 2,500,000 9,750,000 - 7,250,000 6,550,000 7,250,000 700,000 700,000
Concern under common
8 InGen Technologies Ltd. Equipment Purchase - 3,100,000 - 3,100,000 - 3,100,000 3,100,000 3,100,000 - -
management
Cost Sharing (987,367) 8,330,665 - 9,318,032 2,630,966 9,318,032 2,692,531 11,948,998 2,938,424 9,256,467
Advance Technology Computers Concern under common
9 Cost Sharing (4,061,427) (4,061,427) (4,061,427) 1,110,640 (4,061,427) 806,840 (5,172,067)
Ltd. management
Concern under common
10 ADN Eduservices Ltd. Intercompany Loan 5,093,055 5,093,055 - - - - - - - -
management
11 Asif Mahmood Chairman & MD Director Remuneration 2,400,000 - 2,400,000 - 2,400,000 - 2,400,000 - 1,800,000 -

Sd/-
Place: Dhaka Syful Shamsul Alam & Co.
Date: 25 March 2018 Chartered Accountants

392
 Annexure-J
Details of Motor Vehicles

Sl# Type of Vehicle Registration no Vehicle Name User Name Cost of Vehicle Remarks
Freehold Motor Vehicle
5 Private DM-GA-29-3474 Toyota Premio Group CFO 1,200,000
1 Private DH-KHA-12-3620 Toyota Assista GM-HR 561,000
2 Private DH-KHA-12-4321 Probox Company Secretury 520,500
4 Private DM-GA-26-5841 Toyota Filder Head of Admin 1,577,000
10 Private DM-No.17-2343 Station Wagan Consultant 29,900 Transfer from Leasing company
11 Private DM-No.17-7174 Station Wagan Support 72,000 Transfer from Leasing company
13 Private DM GA-26-5816 Toyota Axio Support 1,557,000
3 Cover Van DH-MA-51-8071 Toyota Support 1,361,800
6 Cover Van DM-MA-51-4510 Toyota Ace Support 9,110 Transfer from Leasing company
7 Cover Van DM-MA-51-7179 Toyota Ace Support 1,220,000
8 Cover Van DM-MA-54-2577 TATA Support 828,277
9 Pickup DM-No.14-1604 TATA Support 650,706
12 Micro DM-No.51-5209 Toyota Ace Support 100,000 Transfer from Leasing company
14 Cover Van DM MA-58-6728 Toyota Ace Support 1,422,000
Total Freehold Motor Vehicle 11,109,293
Leasehold Motor Vehicle
15 Private DM-27-2580 Toyota Axio Chief Technical Officer 1,750,000
16 Private DM-27-3234 Toyota Axio Head of SCM 1,750,000
17 Private DM-27-2840 Toyota Axio Support 1,750,000
18 Private DM-27-2970 Toyota Axio Support 1,750,000
19 Cover Van DM-54-2950 Toyota Dana Support 1,387,280
20 Cover Van DM-54-2951 Toyota Ace Support 1,387,280
21 Cover Van DM-54-2952 Toyota Ace Support 1,387,280
Total Leasehold Motor Vehicle 11,161,840

393
 Annexure-K

Below mentioned table contains the existing installed capacity and capacity utilization in the previous years, projected capacity
and the assumptions of future utilization for the next three years based on the market trend and forecast. ADNTel being mainly
Internet and Data Connectivity service provider business entity, existing installed and future capacity & utilization of Internet
Services are given below:

Internet Bandwidth Capacity

Item Existing Projected
Year 2015 2016 2017 2018 2019 2020
Capacity (Monthly)
1000 1800 3200 8000 15000 25000
in Mbps
Capacity Utilized
790 1350 2390 6200 12050 19500
(Monthly) in Mbps
% 79% 75% 75% 78% 80% 78%

Network Capacity
Item Existing Projected
Year 2015 2016 2017 2018 2019 2020
Capacity (Monthly)
6744 9244 12366 17366 30000 40000
in Mbps
Capacity Utilized
5100 7100 9500 13200 23500 31000
(Monthly) in Mbps
% 76% 77% 77% 76% 78% 78%

Auditors’ certification regarding regular holding AGM

To Whom It May Concern

This is to certify that ADN Telecom Limited has held regular Annual General Meetings for the past 5 (five) years. Details are as
follows:

Date of financial year end Date of AGM

30 June 2016 22 December 2016
30 June 2015 30 December 2015
30 June 2014 07 December 2014
30 June 2013 30 December 2013
30 June 2012 19 December 2012

For any further query the undersigned may be contacted.

Sd/-
Date: Dhaka Syful Shamsul Alam & Co.
25 March 2018 Chartered Accountants

394
 ADN Telecom Limited

Auditors' Report and

Audited Financial Statements

For the year ended 30 June 2018

395
 ADN TELECOM LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30, 2018
Amount in BDT
Particulars Notes
30-Jun-18 30-Jun-17
ASSETS
Non-Current Assets
Property, Plant and Equipment 4 846,750,235 733,904,274
Intangible Assets 5 948,743 1,185,928
Investment 6 9,946,385 9,345,901
Total Non-Current Assets 857,645,363 744,436,103
Current Assets
Inventories 7 2,399,500 2,363,500
Trade and Other Receivables 8 330,802,481 238,554,953
Advance, Deposits and Prepayments 9 179,242,766 149,458,616
Cash and Cash Equivalents 10 58,496,216 105,920,885
Total Current Assets 570,940,963 496,297,954
Total Assets 1,428,586,325 1,240,734,057

EQUITY AND LIABILITIES

Capital & Reserves
Share Capital 11 448,600,000 448,600,000
Share Premium 12 83,005,464 83,005,464
Retained Earnings 13 311,830,850 192,201,027
Total Equity 843,436,314 723,806,491
LIABILITIES
Non-Current Liabilities
Term Loan 14 55,281,994 89,072,396
Lease Liabilities 15 8,664,445 3,690,151
Deferred Tax Liability 20 158,731,425 132,945,393
Total Non-Current liabilities 222,677,864 225,707,940
Current Liabilities
Current Portion of Term Loan 14 34,395,726 31,854,212
Current Portion of Lease Liabilities 15 2,626,710 1,149,324
Short Term Loan 19 25,497,177 23,238,981
Accrued Expenses 17 55,533,886 69,946,281
Provision for Workers' Profit Participation Fund (WPPF) 18 9,085,811 7,609,244
Trade and Other Payables 16 174,595,973 120,392,762
Provision for Tax Liability 20 60,736,864 37,028,822
Total Current Liabilities 362,472,147 291,219,626
Total Liabilities 585,150,011 516,927,566
Total Equity and Liabilities 1,428,586,325 1,240,734,057
Net Asset Value (NAV) Per Share 29 18.80 16.13
The annexed notes form an integral part of the financial statements.
0

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary
As per our report of same date.
sd/-
Date: October 11, 2018 Syful Shamsul Alam & Co.
Place: Dhaka Chartered Accountants

396
 ADN TELECOM LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED JUNE 30, 2018
Amount in BDT
Particulars Notes
30-Jun-18 30-Jun-17
Net Revenue 21 920,416,440 829,452,281
Cost of Goods Sold & Services 22 (515,136,700) (481,363,106)
Gross Profit 405,279,740 348,089,175
Operating Expenses
Administrative Expenses 23 (117,501,682) (99,397,739)
Distribution and Marketing Expenses 24 (86,509,617) (71,882,906)
(204,011,299) (171,280,645)
Operating Profit 201,268,441 176,808,530
Other Non-Operating Income 25 4,169,099 938,502
Financial Expense 26 (14,635,505) (17,952,908)
190,802,035 159,794,124
Workers Profit Participation Fund (WPPF) 18 (9,085,811) (7,609,244)
Share of profit/(loss) of associates 6 596,484 (14,821)
Profit before Income Tax 182,312,707 152,170,059
Provision for Tax
Current Tax 27 (36,896,853) (21,560,149)
Deferred Tax 27 (25,786,031) (24,672,913)
(62,682,884) (46,233,062)
Net Profit After Tax 119,629,823 105,936,997
Other Comprehensive Income - -
Total Comprehensive Income 119,629,823 105,936,997
Basic Earnings Per Share (EPS) 28 2.67 2.52
Diluted Earnings Per Share (EPS) 28 2.67 2.36

The annexed notes form an integral part of the financial statements.

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary
As per our report of same date.

sd/-
Date: October 11, 2018 Syful Shamsul Alam & Co.
Place: Dhaka Chartered Accountants

397
 ADN TELECOM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2018

Amount in BDT
Ordinary Share Retained
Particulars Share Premium Total
Capital Earnings

Balance as at 1 July 2016 209,295,830 68,626,294 316,489,443 594,411,567

Stock Dividend for 2014-2015 209,295,830 - (209,295,830) -
Cash Dividend for 2015-2016 - - (20,929,583) (20,929,583)
Addition during the year 30,008,340 15,004,170 - 45,012,510
Adjustment during the year - (625,000) - (625,000)
Net Profit after tax - - 105,936,997 105,936,997
Balance as at 30 June 2017 448,600,000 83,005,464 192,201,027 723,806,491

Balance as at 1 July 2017 448,600,000 83,005,464 192,201,027 723,806,491

Net Profit after tax - - 119,629,823 119,629,823
Balance as at 30 June 2018 448,600,000 83,005,464 311,830,850 843,436,314

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary

398
 ADN TELECOM LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2018
Amount in BDT
Particulars Note
30-Jun-18 30-Jun-17
Cash Flow from Operating Activities
Cash Received from Customers 32 875,787,096 814,823,678
Cash Paid to Suppliers & Others 33 (407,166,565) (474,370,848)
Paid for Operating Expenses 34 (294,592,987) (144,232,422)
Cash generated from Operations 174,027,544 196,220,408
Finance Expenses Paid 35 (14,425,566) (16,909,482)
Interest Received on STD 25 4,169,099 378,502
Income Tax Paid 36 (11,194,915) (23,855,899)
Net Cash Flow from Operating Activities 152,576,162 155,833,529

Cash Flow from Investing Activities

Acquisition of Property, Plant & Equipments and Intangible
37 (173,257,817) (90,585,741)
Assets
Proceed from Sale of Property, Plant & Equipments 25 - 560,000
Advance for Land (purchase)/adjustment 9.1.3 (4,200,000) (3,000,000)
Investment in Associates 6 (4,000) -
Net Cash Flows from /(used) for Investing activities (177,461,817) (93,025,741)

Cash Flow from Financing Activities

Repayment of Long Term Borrowing 38 (31,248,888) (20,800,432)
Receipt of Long Term Borrowing 39 - 20,000,000
Repayment of Short Term Borrowing (30,235,188) (30,300,866)
Receipt of Short Term Borrowing 32,493,381 39,094,634
Proceed from Issue of Equity Share - 45,012,510
Dividend Paid - (20,929,583)
Payment for Deferred Letter of Credit 16.2.3 - -
Repayment to Lease Finance 40 (1,548,320) (813,432)
Fund Received from Lease Finance 15 8,000,000 2,400,000
Net Cash Flows from/ (used) for Financing Activities (22,539,015) 33,662,831

Net Cash Increase/(Decrease) during the year (47,424,671) 96,470,619

Opening Cash and Cash Equivalents 105,920,885 9,450,266
Closing Cash and Cash Equivalents 58,496,216 105,920,885
Net Operating Cash Flow per share 3.40 3.71

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary

399
 ADN Telecom Limited
Notes to the Financial Statements
For the year ended June 30, 2018
1.0 Company and its activities
a) Company Profile
ADN Telecom Ltd. (Formerly known as Advanced Data Networks System Limited) was incorporated on 22
September, 2003 under The Companies Act 1994 as a Private Limited Company. It commenced its commercial
operation in 2003. ADN Telecom Ltd. was converted into Public Ltd Co. from Private Ltd on 25 July, 2012. The
company has been awarded with the ISO 9001:2008 certification for serving its valued customers with the service
of excellent quality.

The registered office of the company is located at Red Crescent Concord Tower, 17 Mohakhali C/A, (19th Floor)
Dhaka- 1212, Bangladesh. The business office of the company is located at Red Crescent Concord Tower, 17
Mohakhali C/A, (19th Floor) Dhaka- 1212, Bangladesh.
b) Nature of Business
The principal activities of the company includes providing seamless, secured data & internet connectivity to
various grades of customers using fiber, satellite and wireless solutions. ADN Telecom Ltd. has been providing
services in the market with a high level of success since 2003. ADN Telecom Ltd. is the prime service provider for
domestic and international connectivity services and solutions duly authorized by the Bangladesh
Telecommunication Regulatory Commission (BTRC).

ADN Telecom is a first tier Telecom service provider as well as an IT Enabler Service provider. It’s range of products
allow it to deliver service to mostly corporate, B2B, government, financial institutions, etc. There are future plans
to expand coverage to include B2C products and services.

c) Legal Compliance
The financial statements have been prepared and the disclosures of information made in accordance with the
requirements of The Companies Act 1994. On the basis of these Regulations, International Accounting Standards
(IAS) and International Financial Reporting Standards (IFRS) were applied with the applicable standards at the
Balance Sheet date.

d) Compliance with Financial Reporting Standards as applicable in Bangladesh

IAS/ IFRS Title Remarks
IAS 1 Presentation of Financial Statements Complied
IAS 2 Inventory Complied
IAS 7 Statement of Cash Flows Complied
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors Complied
IAS 10 Events after the Reporting Period Complied
IAS 11 Construction Contracts N/A
IAS 12 Income Taxes Complied
IAS 16 Property, Plant and Equipment Complied
IAS 17 Leases Complied
IAS 18 Revenue Complied
IAS 19 Employee Benefits Complied
IAS 20 Accounting for Government Grants and Disclosure of Government Assistance N/A
IAS 21 The Effects of Changes in Foreign Exchange Rates Complied
IAS 23 Borrowing Costs Complied
IAS 24 Related Party Disclosures Complied
IAS 26 Accounting and Reporting by Retirement Benefit Plans N/A
IAS 27 Consolidated and Separate Financial Statements N/A
IAS 28 Investments in Associates and Joint Ventures Complied
IAS 31 Interests in Joint Ventures N/A

400
 IAS 32 Financial Instruments: Presentation Complied
IAS 33 Earnings per Share Complied
IAS 34 Interim Financial Reporting Complied
IAS 36 Impairment of Assets Complied
IAS 37 Provisions, Contingent Liabilities and Contingent Assets Complied
IAS 38 Intangible Assets Complied
IAS 39 Financial Instruments: Recognition and Measurement Complied
IAS 40 Investment Property N/A
IAS 41 Agriculture N/A
IFRS-1 First Time Adoption of BFRS N/A
IFRS-2 Share Based Payment N/A
IFRS-3 Business Combinations N/A
IFRS-4 Insurance Contracts N/A
IFRS-5 Non-Current Assets held for Sale and Discontinued Operations N/A
IFRS-6 Exploration for and Evaluation of Mineral Resources N/A
IFRS-7 Financial Instruments : Disclosures Complied
IFRS-8 Operating Segments N/A
IFRS-10 Consolidated Financial Statements N/A
IFRS-11 Joint Arrangements N/A
IFRS-12 Disclosure of Interests in Other Entities Complied
IFRS-13 Fair Value Measurement Complied
IFRS-14 Regulatory Deferral Accounts N/A
IFRS-15 Revenue from contracts with customers Complied

2.0 Significant Accounting Policies and Basis of Preparation

2.01 Statement of Compliance
The financial statements have been prepared on a going concern basis and accrual method under historical cost
convention. No consideration was taken for the effect of inflation. The preparation and presentation of the
financial statements and the disclosure of information have been made in accordance and in conformity with
International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) and The
Companies Act 1994.

2.02 Going Concern

The company has adequate resources to continue in operation for forseeable future and hence the financial
statements have been prepared on going concern basis. As per management assessment there are no material
uncertainties related to events or conditions which may cast significant doubt upon the Company's ability to
continue as a going concern.

2.03 Functional and Presentation Currency

Items included in these financial statements are measured using the currency of the primary economic
environment in which the company operates (‘the functional currency’). These financial statements are presented
in Bangladesh Taka (Taka/Tk./BDT) which is also the functional currency of the company. The amounts in these
financial statements have been rounded off to the nearest Taka.

2.04 Reporting Period

These financial statements cover one year starting from July 1, 2017 to June 30, 2018.

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2.05 Comparative Information and Rearrangement thereof
Comparative information has been disclosed in respect of the year for all numerical information in the financial
statements and also the narrative and descriptive information where it is relevant for understanding of the current
year’s financial statements.
Figures for prior year have been re-arranged wherever considered necessary to ensure better comparability with
current year.
2.06 Use of Estimates and Judgments
The preparation of financial statements require management to make judgments, estimates and assumptions that
affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revision of accounting estimates is
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of
revision and future periods if the revision affects both current and future periods.

2.07 Materiality and Aggregation

Each material item considered by management as significant has been presented separately in financial
statements. No amount has been set off unless the ADN Telecom Ltd. has a legal right to set off the amounts and
intends to settle on net basis. Income and expenses are presented on a net basis only when permitted by the
relevant accounting standards.
2.08 Consistency
In accordance with IFRS framework for the presentation of financial statements together with IAS-1 and IAS-8,
ADN Telecom Limited discloses its information consistently from one period to the next. Where selecting and
applying new accounting policies, changes in accounting policies, correction of errors, the amount involved are
accounted for and disclosed retrospectively in accordance with the requirement of IAS-8. However, for changes in
the accounting estimates the related amount is recognized prospectively in the current period and in the next
period or periods.

2.09 Foreign Currency Transactions and Translations

a) Foreign currency transactions
Transactions/Day End Balances in foreign currencies are converted into respective functional currencies at the rate
of exchange ruling at the date of transactions as per IAS 21 'The Effects of Changes in Foreign Exchange Rates'.
Effects of Exchange rate differences (rates at which transactions were initially recorded and the rate prevailing on
the reporting date/date of settlements) applied on the monetary assets or liabilities of the Company are recorded
in the Profit or Loss Account.

b) Foreign currency translations

Assets and liabilities have been presented into Taka (which is functional currency of the Company) using year end
spot rate of exchange of the Company and incomes and expenses are translated using spot rate of exchange. The
foreign currency translation difference is a net result of exchange difference of year end standard mid rate and
monthly average of standard mid rate arising from translation of functional currency to presentation currency.

2.10 Statement of Cash Flows

IAS 1 requires that a complete set of financial statement requires preparation of statement of cash flows. The
statement of cash flows is prepared as it provides information about cash flows of the enterprise which is useful in
providing users of financial statements with the information about ability of the enterprise to generate cash and
utilization of those cash.

Statement of cash flows has been prepared under the direct method for the year end, classified by operating,
investing and financing activities as prescribed in paragraph 10 and 18(a) of IAS 7 Statement of Cash Flows.

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2.11 Statement of Changes in Equity
The Statement of Changes in Equity reflects information about the increase or decrease in net assets or wealth.
The statement also shows item-wise movement along with the description of changes from the end of last year to
the end of current period.

2.12 Property, Plant and Equipments

a) Recognition and measurement

In pursuant to IAS 16: Property, Plant and Equipment, the cost of an item of property, plant and equipment is
recognized as an asset if, and only if it is probable that future economic benefits associated with the item will flow
to the entity, and the cost of the item can be measured reliably.

Fixed assets have been accounted for at cost less accumulated depreciation. Cost includes expenditure that is
directly attributable to the acquisition of the items.

Subsequent costs of enhancement of existing assets are recognized as a separate asset, only when it is probable
that future economic benefits associated with the item will flow to the company and the cost of such items can be
measured reliably. All other expenditures are charged to the Profit and Loss account in the financial period which
they are incurred.

Assets Obtained under Lease Agreements

In pursuant to IAS 17: Leases, the fixed asset (motor vehicle) acquired under finance lease is accounted for at the
lower of present value of minimum lease payments under the lease agreement and the fair value of asset. The
related obligation under the lease is accounted for as liability. Finance charges are allocated to accounting period
in a manner so as to provide a constant rate of charge on the outstanding liability.

b) Depreciation
No depreciation is charged on land and capital work in progress (CWIP) as the land has unlimited useful life and
CWIP has not yet been placed in service.
Depreciation on assets is calculated using the Reducing Balance Method to allocate the cost amount over their
estimated useful lives. In respect of addition of fixed assets, depreciation is charged full month in the month of
addition. No depreciation is charged in the month of disposal.

Depreciation is charged using the following rates on the fixed assets:

Depreciation Rate
Assets Category
FY 2017-2018 FY 2016-2017
Computer & Accessories 30% 30%
Office Equipments 20% 20%
Furniture & Fittings 10% 10%
Radio Link, Infrastructure & Backbone Equipments 5% 5%
Fiber Equipment & Accessories 5% 5%
IPTSP & Video Conference Equipment 20% 20%
Optical Fibre 30% 30%
Motor Vehicle 20% 20%
Leasehold Motor Vehicle 20% 20%
Support Equipment 5% 5%

c) Gain or Loss on Disposal

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss on derecognition of an item of property, plant and equipment is
determined as the difference between the net disposal proceeds and the carrying amount of the asset and is
recognised as profit or loss.

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 d) Capitalisation of Borrowing Costs
As per the requirements of IAS 23: Borrowing Costs, directly attributable borrowing costs are capitalised during
construction period for all qualifying assets. A qualifying asset is an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale. The borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are those borrowing costs that would have been
avoided if the expenditure on the qualifying asset had not been made. All other borrowing costs are recognised as
profit or loss in the period in which they are incurred.

2.13 Intangible Assets

In accordance with IAS 38 Intangible Assets, the intangible assets (computer software) are recorded at historical
cost less accumulated amortization. Amortization is calculated on reducing balance method using the 20%
amortization rate.
2.14 Impairment of Assets
The carrying amount of Company’s assets are reviewed as and when necesary to determine whether there is any
indication of impairment. Any impairment loss is recognized in the profit and loss account if the carrying amount
of an asset exceeds its recoverable amount [IAS 36 Impairment of Assets ]. No such impairment loss has been
arisen and recognized during the year ended 30 June 2018.

2.15 Valuation of Inventories

Inventories are stated at lower of cost and Net Realisable Value (NRV) in compliance with the requirements of
paras 21 and 25 of IAS-2 (Inventories)
The cost of inventories is based on the weighted average cost principle, and includes expenditure incurred in
acquiring the inventories and other costs incurred in bringing them to their existing location and condition.

Net Realisable Value (NRV) is the estimated selling price in the ordinary course of business, less the estimated
costs necessary to make the sale.

2.16 Trade and Other Receivables

Accounts receivable represent the amounts due from subscribers and other parties for services. Accounts
receivable are measured at the original invoice amount. Accounts receivables are stated net of allowance for
doubtful debts. Other receivables comprise other non-trade receivables and interest receivables. Other
receivables are stated net of provision for doubtful debts, if any.

2.17 Advance, Deposit & Prepayments

Advances are initially measured at cost. After initial recognition, advance are carried at cost less deduction,
adjustment or charges to other account heads. Deposits are measured at payment value. Prepayments are initially
measured at cost. After initial recognition prepayments are carried at cost less charges to Statement of
Comprehensive Income.

2.18 Cash & Cash Equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturity of three months or less from the
date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used by the
company in the management of its short term commitments.
2.19 Provisions, Contingent Liabilities and Contingent Assets
Provisions are liabilities of uncertain timings or amount. Provisions are recognized when the company has a
present legal or constructive obligation as a result of past events, it is probable that an outflow of resources
embodying economic benefits will be repaid to settle the obligation, and a reliable estimate of the amount of the
obligation can be made.

All provisions are recognized by making the best estimate of the amounts in accordance with IAS 37: Provisions,
Contingent Liabilities and Contingent Assets.

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2.20 Trade & Other Payables
Trade & other payables for goods and services received have been accounted for those goods and services for
which no payment has been made. Payables are not interest bearing and are stated at their normal value.

2.21 Employee Benefits

(a) Provident Fund
The company operates a contributory provident fund for its permanent employees, provision for which is being
made annually as per the rules. It is administered by a Board of Trustees and is funded by contribution partly from
the employee and partly from the company at predetermined rates. This contribution is invested separately from
the company’s assets.

(b) Group Insurance Benefit

The permanent employees of the company are covered under a group term Health Insurance Scheme premium
which is being charged to profit and loss account. All regular employees are entitled to the benefits of the Group
term insurance coverage from the date of joining.

(c) Gratuity Benefit

The permanent confirmed employees of the company are covered under a gratuity benefit which is being charged
to profit and loss account. Every confirmed regular employee serving the company for continuous period of five
years from the date of joining is entitled to receive gratuity to one basic pay, which the employee has drawn last,
for every year of service.

(d) Workers' Profit Participation Fund

The company has made a provision for Workers' Profit Participation Fund (WPPF) for the year ended 30 June 2018.
The Company provides 5% of its net profit before tax after charging such expense as Workers' Profit Participation
Fund in accordance with Bangladesh Labour Act 2006 as amended 2013.

2.22 Taxation
Income Tax Expenses comprise current and deferred taxes. Income tax expenses is recognized in the Statement of
Comprehensive Income except to the extent it relates to items recognized directly in equity, in which case it is
recognized in equity.
a) Current Tax
Current Tax is the tax payable on the taxable income for the year, using tax rates as applicable for the respective
concern year as per Income Tax Ordinance (ITO) 1984, and any adjustment to tax payable in respect of previous
years.
Current Tax has been calculated on the basis of add and back of some inadmissible and admissible expenses
respectively as per ITO 1984.
The tax rate used for the reporting period (Except revenue earned from export service) is as follows:

Year: Tax rate:

2017-2018 35%
2016-2017 35%
The tax rate used for revenue earned from export service is 17.50% as per The Sixth Schedule- (Part A, Para 28),
ITO 1984.

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 b) Deferred Tax
Deferred tax is recognised in compliance with IAS 12: Income Taxes, providing for temporary differences between
the carrying amount of assets and liabilities for financial reporting purposes and amount used for taxation
purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that have been enacted or substantively enacted by the date of statement
of financial position. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the deductible temporary difference can be utilized. Deferred tax assets are reviewed at each year-
end and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

2.23 Capital / Shareholder’s Equity

a) Authorized Capital
Authorized capital is the maximum amount of share capital that the Company is authorized by its Memorandum
and Articles of Association to issue to shareholders.
b) Paid-up Capital
Paid-up Capital represents total amount of shareholder capital that has been paid in full by the ordinary
shareholders. Holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to vote at shareholder’s meetings. In the event of a winding-up of the company, ordinary shareholders
rank after all other shareholders and creditors and are fully entitled to any residual proceeds of liquidation.

c) Retained Earnings
The surplus amount after appropriation of profit is kept in Retained Earnings
d) Share Premium
The share premium represents the excess amount received by the Company from its shareholders over the
nominal/par value of its share. The amount of share premium may be utilized as per the provision of Section 57 of
The Companies Act, 1994.
3.00 Revenue Recognition, Measurement and Presentation
Revenues are recognized when goods are delivered or services rendered, to the extent that it is probable that the
economic benefits from the transactions will flow to the company and the revenues can be reliably measured.
Revenues are measured at the fair value of the consideration received or receivable, net of discounts and sales
related taxes. These taxes are regarded as collected on behalf of the authorities.
Revenue from rendering services include the following:
Internet Service
Data Connectivity-IPVPN
IP (Internet Protocol) Telephony Services
Telehouse & Hosting
Equipment Sales
Multi Protocol Label Switching (MPLS)
International Private Leased Circuit (IPLC)

Company provides these services to the client on a monthly basis, and it is charged to the clients as prepaid or
postpaid basis. The company recognizes revenue on the following basis:
a. The company recognizes service as revenue when invoice is raised at the beginning of the month for prepaid
customers and at the end of the month for the post paid customers.
b. Interest income on bank deposits and short-term investments is recognized on receipt or accrual basis.
c. All other income is recognized on receipt or due basis.

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3.01 Earnings Per Share (EPS)
The Company calculates earnings per share (EPS) in accordance with IAS 33 “Earnings Per Share ” which has been
shown on the face of Profit and Loss Account. Earnings per share (EPS) has been calculated by dividing the net
profit after tax by the total number of ordinary shares outstanding at the end of the period. Details are shown in
note 28 to the financial statements.
Basic Earnings per Share
Basic earnings per share shall be calculated by dividing profit or loss attributable to ordinary equity holders of the
entity (the numerator) by the weighted average number of ordinary shares outstanding (the denominator) during
the period.

Diluted Earnings per Share

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the total
number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
3.02 Related Party Disclosure
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and operating decisions. Parties are also
considered to be related if they are subject to common control or common significant influence. Related party
transaction is a transfer of resources, services, or obligations between related parties, regardless of whether a
price is charged as per IAS 24 ‘Related Party Disclosures’, BSEC guidelines. Details of the related party transactions
have been disclosed in note 44.

3.03 Components of Financial Statements

a) Statement of Financial Position
b) Statement of Profit or Loss and Other Comprehensive Income
c) Statement of Changes in Equity
d) Statement of Cash Flows
e) notes, comprising a summary of significant accounting policies and other explanatory information

3.04 Other Regulatory Compliances

The company is also required to comply with the following major legal provisions in addition to The Companies Act
1994 and other applicable laws and regulations but not limited to:
The Income Tax Ordinance & Rules, 1984
The Value Added Tax Act & Rules, 1991
Bangladesh Telecommunication Regulatory Commission Act, 2001
The Customs Act 1969
Bangladesh Labour Act 2006 (Amended in 2013)
Bangladesh Labour Rules 2015
The Security & Exchange Rules, 1987
Corporate Goverance Guidelines,2012

3.05 Reconciliation of Books and Account

Books of account in regard to Parties (in Bangladesh and outside Bangladesh) as well as Bank are reconciled at
regular intervals to keep the unreconciled balances within non-material level.

407
 Amount in BDT
30-Jun-18 30-Jun-17
4.0 Property, Plant & Equipments:
Freehold Property, Plant & Equipments Note No-4.1 832,721,906 729,725,958
Leasehold Property, Plant & Equipments Note No-4.2 14,028,328 4,178,316
846,750,235 733,904,274

4.1 Freehold Assets:

Land and Land Development 54,876,546 54,876,546
Radio Link, Infrastructure & Backbone Equipments 417,191,320 399,076,778
Fiber Equipment 140,598,491 119,558,023
Computer & Computer Equipments 21,717,556 11,453,219
Office Equipments 18,946,801 17,570,393
Optical Fiber 35,658,818 22,911,298
Furniture & Fittings 12,619,157 10,357,852
IPTSP & Video Conference Equipment 8,711,043 4,601,785
Motor Vehicle 5,976,330 7,470,412
Support Equipment 116,425,844 81,849,653
Total Freehold Assets 832,721,906 729,725,958
4.2 Leasehold Assets:
Leasehold Motor Vehicle 14,028,328 4,178,316
Total Lease hold Assets 14,028,328 4,178,316

Total Property, plant & Equipments 846,750,235 733,904,274

* Details of Property, Plant & Equipments are shown in "Annexure- A"

5.0 Intangible Assets

Software 948,743 1,185,928
* Details of Software are shown in "Annexure- B"
6.0 Investment in Associates
This is made up as follows:
Opening Investment in Share 9,345,901 9,360,722
Addition: During the year (6.02) 4,000 -
Share of profit/(loss) of associates (6.01 & 6.02) 596,484 (14,821)
Total 9,946,385 9,345,901

6.01 Investment in My Tel Limited

This is made up as follows:
Opening Investment in Share 9,345,901 9,360,722
Addition: During the year - -
Share of profit/(loss) of associates (61,610) (14,821)
Total 9,284,291 9,345,901

* ADN Telecom Limited hold 32% shares of My Tel Limited of which 25% share was at the time of formation of
My Tel Limited, and Subsequently 7% acquired from Mr. Moshiur Rahman, shareholder of My Tel Ltd. As per
IAS-28 this investment is required to be treated as Investment in Associate using Equity Accounting Method.
Under Equity Accounting the carrying value of the Investment in My Tel Ltd. is equal to cost plus any profit
earned after acquisition.

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6.02 Investment in Managewell Communications Limited
This is made up as follows:
Opening Investment in Share - -
Addition: During the year 4,000 -
Share of profit/(loss) of associates 658,094 -
Total 662,094 -

** ADN Telecom Limited acquired 40% shares of Managewell Communication Ltd. in this year. As per IAS-28
this investment is required to be treated as Investment in Associate using Equity Accounting Method. Under
Equity Accounting the carrying value of the Investment in Managewell Communication Ltd. is equal to cost plus
any profit earned after acquisition.
7.0 Inventories
This is made up as follows:
Customer premises equipment (CPE) & Indoor Unit (IDU) 2,399,500 2,363,500
2,399,500 2,363,500
Inventories Details: Qty Unit Price
IDU (Corporate-KZ Broad Band) 661 2,500 1,652,500 1,652,500
CPE (USB Modem-Green Packet) 498 1,500 747,000 711,000
2,399,500 2,363,500

* The Cost Price of CPE & IDU was Tk. 3,535.00 & Tk. 9,363.56 per unit respectively and sales price in 2017 was Tk.
1,500.00 & 2,500.00 respectively.
8.0 Trade and Other Receivables
This is made up as follows:
Trade Receivable Note No-8.1 247,380,001 202,286,151
Other Receivable Note No-8.2 83,422,479 36,268,802
330,802,481 238,554,953
8.1 Trade Receivable
This is made up as follows:
Opening Balance 202,286,151 184,885,822
Add: Addition during the year 989,121,819 890,229,694
1,191,407,970 1,075,115,515
Less: Received during the year 944,027,969 872,829,364
Net Closing Balance 247,380,001 202,286,151
Ageing of Accounts Receivable:

Duration
1-30 days 135,052,056 112,404,376
31-60 days 82,650,705 66,802,221
61-90 days 11,950,705 9,317,359
91-180 days 9,812,919 7,913,684
181-365 days 5,981,129 4,584,933
Over 365 days 1,932,487 1,263,577
247,380,001 202,286,151

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8.2 Other Receivables
This is made up as follows:
Mobile Bill Receivable 3,751 4,444
Interest Receivable 3,381,232 93,055
InGen Motors Ltd. - 560,000
Agni Systems Ltd 3,199,882 3,199,882
InGen Technologies Ltd. 39,991,016 24,180,665
ADN Eduservices Ltd 26,437,337 5,000,000
BDNews24.Com 3,000,000 -
Tech Valley Networks Ltd. 5,304,405 -
Industrial and Infrastructure Development Finance Company Ltd (IIDFC) 2,104,857 3,230,757
83,422,479 36,268,802

8.3 Disclosure as per Para F of Schedule XI, Part-1, The Companies Act, 1994
Receivables considered good and in respect of which the company is fully
- -
secured.
Receivables considered good for which the company holds no security
239,680,944 195,851,329
other than the debtor's personal security.
Receivables considered doubtful or bad. 3,673,187 2,771,726
Receivables due by directors or other officers of the company or any of
them either severally or jointly with any other person or receivables due
- -
by firms or private companies respectively in which any director is a
partner or a director or a member.
Receivables due by companies under the same management. 4,025,870 3,663,096
The maximum amount due by directors or other officer of the company at
- -
any time during the year.
Total 247,380,001 202,286,151

9.0 Advance, Deposits and Prepayments

This is made up as follows:
Particulars
Advance Note - 9.1 152,025,388 118,713,844
Deposits Note - 9.2 25,379,005 26,297,667
Prepayments Note - 9.3 1,838,373 4,447,105
179,242,766 149,458,616

* All the above Advance, Deposits & Prepayments are considered secured by the management.
9.1 Advance
This is made up as follows:
Advance against Staff Salary 1,595,613 713,073
Advance against Imprest Fund 674,037 1,040,350
Advance against Expenses 8,532,815 3,905,560
Advance against Employee Laptop Scheme 967,362 822,488
Advance against Letter of Credit (LC) 16,035,226 27,691,226
Advance Income Tax Note - 9.1.1 45,575,312 35,595,703
Advance against IPO Expenses Note - 9.1.2 11,185,203 1,000,000
Advance against C & F Agent - 328,977
Advance Rent- POP and Office 1,948,505 -
Advance to Others Note - 9.1.3 65,511,315 47,616,466
152,025,388 118,713,844

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9.1.1 Advance Income Tax
This is made up as follows:
Advance Income Tax (AIT) Deducted at Source 44,000,003 31,380,397
Advance Tax Paid 1,575,309 4,215,306
45,575,312 35,595,703
Year Wise break up
Income Year 2015-2016/Assessment year 2016-2017 - 11,973,505
Income Year 2016-2017/Assessment year 2017-2018 23,622,198 23,622,198
Income Year 2017-2018/Assessment year 2018-2019 21,953,114 -
45,575,312 35,595,703
9.1.2 Advance for IPO Expenses
This is made up as follows:
ICB Capital Management Ltd 4,350,000 1,000,000
Road Show Expenses 6,835,203 -
11,185,203 1,000,000
9.1.3 Advance to Other
This is made up as follows:
Advance for Land purchase- ADN Technologies Ltd 9,206,655 5,006,655
Advance against Bandwidth Purchase-BD Link 3,590,971 3,590,971
AB Hightech Consortium Ltd 2,400,000 -
Facility Bigdata II Ltd. 7,000,000 -
Advance against Bandwidth Purchase-MCL 14,603,030 9,188,181
Advance against Share Purchase 813,250 813,250
My Tel Limited 27,897,409 29,017,409
65,511,315 47,616,466
* Advance against share purchase amounting Tk. 813,250 was given for purchasing share of My Tel Limited to
Mr. Moshiur Rahman, a shareholder of My Tel Limited.
9.2 Deposits
This is made up as follows:
Bank Guarantee Note - 9.2.1 1,275,241 1,211,552
Earnest Money Note - 9.2.2 1,102,300 1,744,800
Lease Deposit Note - 9.2.3 4,334,300 3,941,560
Security Deposit Note - 9.2.4 18,667,164 19,399,755
25,379,005 26,297,667
9.2.1 Bank Guarantee Margin & Tender Security
This is made up as follows:
Bangladesh Betar- WAN Connectivity 50,000 -
Bangladesh Krishi Bank - Tender of Data Connectivity 232,621 170,834
Bangladesh Police - Internet Connection - 4,500
BTRC - IP Telephony Service 100,000 100,000
Civil Aviation Authority of Bangladesh- WAN Connectivity - 154,500
DPDC -WAN Connectivity 319,030 124,880
Hazrat Shahjalal International Airport- Wifi Connectivity 50,000 50,000
Janata Bank Ltd - WAN Connectivity 18,810 181,925
Ministry of Health & Family Wellfare-WAN Connectivity 22,060 22,060
National University - Internet Connection 26,900 26,900
Robi Axiata Ltd- 3Z Antenna Aligment Tool 46,820 -
Bangladesh Computer Council- Internet Connectivity 200,000 -
Bangladesh Institute of Management- Internet Connectivity 5,000 -
Sonali Bank Ltd - WAN Connectivity 204,000 355,953
Southeast Bank Ltd - WAN Connectivity - 20,000
1,275,241 1,211,552

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9.2.2 Earnest Money & Tender Security
This is made up as follows:
Biman Bangladesh Airlines Ltd - WAN Connectivity 87,000 -
Bangladesh Krishi Bank - WAN Connectivity - 200,000
Chittagong Port Authority - WAN Connectivity 100,000 349,900
SSF-Internet Connection - 5,000
RAB- WAN Connectivity - 90,000
Hazrat Shah Jalal, CAAB, Dhaka- WAN Connectivity 30,000 -
Independent University - WAN Internet Connectivity 3,000 -
Investment Corporation of Bangladesh - Internet Connectivity 25,000 35,000
Islami Bank Bangladesh Ltd- WAN Connection - 332,600
Jamuna Oil Company Ltd- WAN Connectivity 326,000 126,000
Military Institute of Science and Technology (MIST)- WAN Connectivity 60,000 -
Marine Academy Bangladesh - WAN Connectivity - 10,000
DPDC - ICT Connectivity - 25,000
Prime Bank Ltd -WAN Connectivity. - 170,000
Rajshahi Krishi Unnayan Bank - WAN Connectivity 230,000 230,000
Rupali Bank Ltd - WAN Connectivity 65,000 65,000
SSP(Admin), CID, Bangladesh Police-WAN Connectivity 95,000 -
Rupantarita Prakritik Gas co Ltd - WAN Connectivity - 25,000
Bangladesh Army - Cantonment WiFi Project 30,000 30,000
UCEP Bangladesh - WAN Connectivity 51,300 51,300
1,102,300 1,744,800
9.2.3 Lease Deposit
This is made up as follows:
IDLC-Advance Against Initial Deposit 4,334,300 3,941,560
4,334,300 3,941,560
9.2.4 a) Security Deposits - Office & Point of Presence (POP) Rent
This is made up as follows:
Agrabad POP 300,000 300,000
Badda Store 375,000 -
Banani POP 30,000 30,000
Banani Store - 1,200,000
Baridhara POP 136,000 36,000
RCC Tower office Rent (3rd & 4th Floor) 1,229,760 1,024,800
Narayangonj POP 22,916 149,079
BEPZA POP 150,000 150,000
Bogra Office 64,500 70,500
Chittagong Nazim Uddin Road office 69,990 109,998
Chittagong Office 500,000 500,000
Chittagong POP 123,000 141,000
Chittagong Port-POP 15,000 15,000
Dhanmondi Office Rent 450,000 450,000
Faridpur POP 50,000 50,000
Gazipur Store 75,000 75,000
Gazipur POP 150,000 150,000
Gulshan-1 POP 48,000 48,000
Gulshan-2 POP 50,000 50,000
Gulshan Office-3 A (Navana Shefali) 150,000 -
Gulshan Office-3 C (Navana Shefali) 150,000 -
JBT Tower POP & Office Rent 243,738 243,738

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Kalurghat POP 90,000 90,000
KEPZ POP 41,727 41,727
Kawranbazer POP-2-SD-POP 100,000 -
Khulna (Shib Bari) POP 20,000 20,000
Mawna POP 72,000 -
Mirpur-10 POP 21,000 21,000
Narayangonj POP - 47,921
RCC Tower (19th floor) Office Rent 731,238 731,238
Nowabpur-POP 200,000 200,000
Rangpur Office 50,000 -
Shanti Nagar POP 60,000 60,000
Sylhet Office Rent 50,000 50,000
Sylhet POP-1 27,000 27,000
Sylhet POP-2 50,000 50,000
Tongi (SKS) POP 100,000 50,000
Uttara POP-1 72,000 50,000
Uttara POP-3 50,000 50,000
Uttara POP-2 50,000 72,000
Uttara Support Office Rent 30,000 40,500
6,197,869 6,394,501
b) Security Deposits Others
This is made up as follows:
Bangladesh Coast Guard - WAN Connectivity - 60,000
Bangla Phone- WAN Connectivity Purpose 35,000 35,000
Bangladesh Ordnance Factory -Internet Connectivity 50,000 -
Deposit against BTRC Submarine Cable 2,000,000 2,000,000
Bangladesh Police, SB- WAN Connectivity 200,000 -
Bangladesh Secretariate- WAN Connectivity - 20,000
Bangladesh Submarine Cable Limited- Bandwidth Bill 1,891,290 1,891,290
BD Link Communication Ltd- Bandwidth Bill 5,935,651 5,935,651
BEPZA at Comilla EPZ - WAN Connectivity 200,000 50,000
BGB Bibidho Fund-WAN Connectivity 253,408 -
BSMRMU General Fund- Internet Connectivity 19,872 -
BTCL- Lease Line Connectivity - 789,310
Cable Entertainment Ltd- Fiber Connectivity Purpose 225,000 225,000
Commandant Bangladesh Ordnance- WAN Connectivity 350,000 -
DPDC - WAN Connectivity Purpose - 700,000
Fiber @ Home- Underground Cabling Bill 300,000 300,000
ICOM (CoLoCity)- Colocation Rent 36,000 36,000
Islami Bank Bangladesh Ltd- Internet Connectivity 10,000 10,000
Janata Bank Ltd -WAN Connectivity 153,250 155,650
Mango Tele services Internet Bandwidth Bill 354,000 354,000
Mir Telecom Ltd- Interconnectivity Bill 100,000 100,000
National Defense College Video Conferencing Purpose - 64,329
Novotel Ltd- Inter Connectivity 100,000 100,000
Shahjalal Islami Bank Ltd- WAN Connectivity 20,000 -
Sonali Bank Ltd-Internet Connectivity 97,800 15,400
Sonali Bank -WAN Connectivity - 45,600
Supreme Court of Bangladesh- WAN Connectivity 14,524 14,524
Sylhet Cable Systems Ltd -Fiber Connectivity 9,000 9,000
Security Against -T&T 94,500 94,500
Uttara Bank Ltd-WAN Connectivity 20,000 -
12,469,295 13,005,254
18,667,164 19,399,755

413
 9.3 Prepayments
This is made up as follows:
VAT Current Account 1,838,373 4,447,105
1,838,373 4,447,105

The Classification of Advance, Deposit & Prepayments as required by the Schedule XI of The Companies Act,
1994 are given below:
Particulars Amount in Taka
Advance, deposit & prepayments considered good and in respect of which
170,036,111 144,451,961
the company is fully secured.

Advance, deposit & prepayments due by directors or other officers of the

company or any of them either severally or jointly with any other person
- -
or receivables due by firms or private companies respectively in which any
director is a partner or a director or a member.

Advance, deposit & prepayments due to companies under the same

management. - -
Advance, Deposit & Prepayments due by common management. 9,206,655 5,006,655
The maximum amount due to directors or other officer of the company at
any time during the year. - -
Total 179,242,766 149,458,616
10.0 Cash and Cash Equivalents
This is made up as follows:
Cash in Hand Note - 10.1 182,362 427,953
Cash at Bank Note - 10.2 58,313,854 105,492,933
58,496,216 105,920,885
10.1 Cash in Hand
This is made up as follows:
Chittagong Office 70,000 70,000
Dhaka Office 102,362 347,953
Sylhet Office 10,000 10,000
182,362 427,953
10.2 Cash at Bank
This is made up as follows:
Current A/C
Bank Asia Ltd., A/C# 02833000153, Mohakhali Branch 2,856 3,431
BRAC Bank Ltd., A/C# 1501202526004001, Gulshan Branch 67,684 90,123
Dutch Bangla Bank Ltd., A/C# 114.110.9273, Mohakhali Branch 18,742,378 4,078,103
Eastern Bank Ltd., A/C# 1041070145438, Gulshan Branch 1,932,446 6,811
Islami Bangladesh Bank Limited, A/C#20501570100424515 Ramna Branch 3,850 -
Janata Bank Ltd. A/C# 001-101602, Mohakhali Branch 467,305 576,286
Mercantile Bank Ltd., A/C# 11311100002377, Mohakhali Branch 228,708 230,095
Mutual Trust Bank Ltd., A/C# 460210003615, Corporate Branch 173,345 388,513
NRB Global Bank- A/C# 0111100133078 Mohakhali Branch 5,793,812 16,582,437
Rupali Bank Ltd A/C# 0620020001466 Gulshan Branch 1,568,854 669,989
The City Bank Ltd., CD A/C# 1101361323001, Gulshan Branch 28,933,238 37,521,560
The City Bank Ltd. OD A/C# 6331361323001, Gulshan Branch 3,331 3,331
The City Bank Ltd. Dividend Account- 1101361323002, Gulshan Branch 6,147 6,837
57,923,952 60,157,515

414
 Short Term Deposit A/C
Dutch Bangla Bank Ltd., A/C# 114.120.2440, Mohakhai Branch 97,302 130,259
The City Bank Ltd., A/C# 3101361323001, Gulshan Branch 292,600 45,205,159
389,902 45,335,418
58,313,854 105,492,933
* Bank balances are reconciled at regular intervals to keep the unreconciled balances within non-material level.
The above balances have been confirm and reconcilled.
11.0 Share Capital

11.1 Authorized Capital

200,000,000 -Ordinary Shares of Tk. 10 each 2,000,000,000 2,000,000,000
2,000,000,000 2,000,000,000
11.2 Issued, Subscribed, and Paid-up Capital
Ordinary Shares of Tk. 10 each 448,600,000 448,600,000
448,600,000 448,600,000
11.3 The Details Shareholding positions are as follows:
30-06-2018 30-06-2017
Name of Shareholders % of % of
Amount in Taka Amount in Taka
Holding Holding

Sponsors and Directors:

Asif Mahmood 27.64% 124,000,000 27.64% 124,000,000
Md. Moinul Islam 14.51% 65,100,000 14.51% 65,100,000
Md. Mahfuz Ali Sohel 14.51% 65,100,000 14.51% 65,100,000
Khandker Mahmooda Saeed 3.00% 13,450,000 5.23% 23,450,000
Md.Abu Yousof Zakaria 3.80% 17,050,000 3.80% 17,050,000
Mohammad Ali Sarker 3.80% 17,050,000 3.80% 17,050,000
Mamonoor Rashid 3.80% 17,050,000 3.80% 17,050,000
Sub-Total 71.07% 318,800,000 73.29% 328,800,000
Other than Sponsors Directors ( Note 11.3.1) 28.93% 129,800,000 26.71% 119,800,000
Total 100% 448,600,000 100% 448,600,000
11.3.1 Other than Sponsor Directors:
% of % of
Name of Shareholders Amount in Taka Amount in Taka
Holding Holding
Abdul Matin Miazi 0.66% 2,960,000 1.11% 4,960,000
ADN Technologies Limited 0.45% 2,000,000 0.45% 2,000,000
ADN Telecom Limited Employees Provident Fund 0.45% 2,000,000 0.45% 2,000,000
Anita Khan 1.34% 6,000,000 0.00% -
Ahmad Rashid 0.89% 4,000,000 0.89% 4,000,000
B & B Enterprise Ltd. 0.67% 3,000,000 0.67% 3,000,000
City Bank Capital Resources Limited 4.31% 19,333,340 4.31% 19,333,340
Digicon Technologies Limited 1.34% 6,000,000 1.34% 6,000,000
Ershad Securities Ltd. 0.45% 2,000,000 0.45% 2,000,000
GSP Finance Company (Bangladesh) Limited 1.56% 7,000,000 1.56% 7,000,000
Henry Hilton 0.28% 1,240,000 0.28% 1,240,000
Humayun Bokhteyar 0.11% 500,000 0.11% 500,000
Kazi Faruq Kader 0.45% 2,000,000 0.45% 2,000,000
Kazi Md. Deen 0.22% 1,000,000 0.22% 1,000,000
Kazi Shafiqul Islam 0.78% 3,508,340 0.78% 3,508,340
Kh. Moinul Ahsan Shamim 0.45% 2,000,000 0.45% 2,000,000

415
 Khilfat Jahan Johaira 0.67% 3,020,000 0.67% 3,020,000
Khwaja Equity Services Ltd. 0.67% 3,000,000 0.67% 3,000,000
KJS Enterprise Limited 0.36% 1,600,000 0.36% 1,600,000
Md. Azizul Hoque 0.22% 1,000,000 0.22% 1,000,000
Md. Hossain Miah 0.11% 500,000 0.00% -
Md. Ismail Hossain 0.22% 1,000,000 0.22% 1,000,000
Md. Monirul Hoque 0.22% 1,000,000 0.22% 1,000,000
Mizanur Rahman 0.11% 500,000 0.00%
Parkway Holdings Ltd. 0.45% 2,000,000 0.45% 2,000,000
Parkway Securities Ltd. 0.45% 2,000,000 0.45% 2,000,000
Pradip Kumar Dey 0.28% 1,240,000 0.28% 1,240,000
Raisuddin Ahmed Khan 0.22% 1,000,000 0.22% 1,000,000
Saifullah Abdullah Solenkhi 0.08% 340,000 0.08% 340,000
Saika Sultana 0.22% 1,000,000 0.22% 1,000,000
SEAF Bangladesh Ventures LLC. 2.87% 12,858,320 2.87% 12,858,320
SEAF Bangladesh Ventures Ltd. 2.87% 12,866,660 2.87% 12,866,660
Shafika Salam 0.22% 1,000,000 0.22% 1,000,000
Sharmin Rahman 0.11% 500,000 0.00% -
Tareque Muhammud Aminul Islam 0.89% 4,000,000 0.00% -
Vanguard AML BD Finance Mutual Fund 2.97% 13,333,340 2.97% 13,333,340
Waliur Rahman 0.22% 1,000,000 0.22% 1,000,000
Zannatul Mahmuda 0.11% 500,000 0.00% -
28.93% 129,800,000 26.71% 119,800,000
12.0 Share Premium
Opening Balance 1st July 83,005,464 68,626,294
Add: Addition during the year - 15,004,170
Less: Adjustment during the year - (625,000)
Closing Balance 83,005,464 83,005,464
* The above mentioned Tk. 625,000 adjusted with Share Premium due to expenses incurred for private
placement purpose.
13.0 Retained Earnings
Opening Balance 1st July 192,201,027 316,489,443
Less: Bonus Share Issue for 2014-2015 - (209,295,830)
Less: Cash Dividend paid for 2015-2016 - (20,929,583)
Add: Profit for the Current Year 119,629,823 105,936,997
Closing Balance 311,830,850 192,201,027
14.0 Long Term Loan
This is made up as follows:
IIDFC (14.1) 50,877,574 64,608,078
IDLC (14.2) 38,800,146 56,318,530
89,677,720 120,926,608
Current Portion of Term Loan (34,395,726) (31,854,212)
Total 55,281,994 89,072,396
The above balances has been confirmed by IIDFC & IDLC
14.1 Industrial and Infrastructure Development Finance Company Ltd (IIDFC)- Term Loan
This is made up as follows:
Opening Balance 1st July 64,608,078 51,727,040
Add: Loan Received during the year - 20,000,000
Add: Interest Charged during the year 6,759,926 8,819,954
71,368,004 80,546,994
Less: Loan Paid during the Year 20,490,430 15,938,916
50,877,574 64,608,078

416
 Sanction Limit Amount :Tk. 77,000,000 & Tk. 20,000,000
To set up a data center and to procure various networking
Purpose
:equipments.
Sanction Date :17 February, 2015 & 12 February, 2017
Interest Rate :13.5%
Hypothecation of equipment, personal guarantee of all directors.
Security :
Installment Size :Tk. 17,54,624 per month
No. of Installments :54 Nos.
Tenure :4.5 Years
14.2 IDLC Finance Limited (IDLC)- Term Loan
This is made up as follows:
Opening Balance 1st July 56,318,530 70,000,000
Add: Loan Received during the year - -
Add: Interest Charged during the year 5,776,256 7,536,530
62,094,786 77,536,530
Less: Loan Paid during the year 23,294,640 21,218,000
38,800,146 56,318,530

Sanction Limit Amount :Tk. 70,000,000

Purpose :Procurement of various networking equipments
Sanction Date :30 March, 2016 & 21 June, 2016
Interest Rate :14.00%
Hypothecation of Network & IT Equipment, personal guarantee of
Security
:all directors
Installment Size :Tk. 1,941,220 per month
No. of Installments :48 Nos.
Tenure :4 Years
15.0 Finance Lease Obligation
This is made up as follows:
Payment Less than 1 Year 2,626,710 1,149,324
Payment 2 to 5 Years 8,664,445 3,690,151
Payment more than 5 Years - -
11,291,155 4,839,475
Movement
Opening Balance 1st July 4,839,475 3,252,907
Add: During the year 8,000,000 2,400,000
Add: Interest charged during the year 872,793 515,944
13,712,268 6,168,851
Less: Loan Paid during the year 2,421,113 1,329,376
11,291,155 4,839,475
The Details Finance Lease Obligation are as follows:
Lease Agreement no Date Total Used Outstanding Purpose
IIDFC (Corp)2016/759-33909 03.01.2016 3,500,000 1,870,345 Motor Vehicle
IIDFC (Corp)2017/32242 02.01.2017 2,400,000 1,824,145 Motor Vehicle
IDLC 1028207053826001 04.03.2018 4,500,000 4,240,328 Motor Vehicle
IDLC 1028207053826002 04.03.2018 3,500,000 3,356,337 Motor Vehicle
Total 11,291,154

417
16.0 Trade and Other Payables
This is made up as follows:
Trade Payables Note-16.1 139,002,640 67,196,848
Others Payables Note-16.2 35,593,333 53,195,913
Total 174,595,973 120,392,762

16.1 Trade Payables

This is made up as follows:
Grameenphone Ltd. 93,177,359 31,833,549
Pacific Telecom Ltd. 5,791,572 5,791,572
ARA Technologies - 1,564,335
SkyTel Communications Ltd. 2,137,585 2,137,585
Mir Telecom Ltd. 448,744 971,071
Summit Communications Limited 6,240,020 5,848,221
Bangladesh Telecommunication Company Limited 5,706,982 8,198,132
Bangla Phone Limited - 565,800
RA Communication 6,236,260 -
Banglalink Digital Communications Ltd. 1,390,244 683,474
Atomic Power & Co - 604,485
Bangladesh Submarine Cable Co. Ltd. 1,025,790 -
Global Brand Pvt. Ltd. - 134,400
Cable Entertainment Limited 817,508 817,508
Siam Trading & Co 270,425 270,425
Flora Limited 290,765 -
Syful Shamsul Alam 287,500 238,000
CTO Forum Bangladesh 230,000 -
Galleri KAYA 227,125 -
BDIX-SDNF 222,480 -
Max Marketing 162,172 -
Megapower Engineering Ltd 161,595 -
Smart Technologies (BD) Ltd 153,930 109,705
Metro Coverage Ltd 145,000 145,000
TG Logistics (BD) Ltd 140,210 -
SQ Wire & Cable Co Ltd 136,594 -
Chandpur Cable Network 133,875 -
Sanmar Production 129,353 -
The Chaturanga Design Zone 121,043 121,043
Prokoushol Potro 115,000 -
World Travel Service 108,740 -
The print Café 108,150 -
Tech-Pro Tele Engineering - 406,873
Fiber @ Home Limited 6,350,616 1,466,238
Product Plus Solutions - 115,242
Provident Technology - 461,331
ARTISAN - 177,157
Bangla Trac Communication 431,117 313,762
Aftab IT Ltd - 308,174
SAS Tech Limited 170,100 301,875
GE Logistic Ltd 463,061 292,561
RASA Technologies Ltd 449,882 265,749
Air Net com - 236,250

418
 Bangladesh Telecommunication Regulatory Co Limited 225,718 223,842
Axiata Bangladesh Ltd 219,020 220,618
BD Connect Net - 145,268
Octopie Ltd - 143,071
Bio Access Tech Co Ltd - 143,000
Digicon Telecommunication Ltd - 128,184
Anticbd 306,810 120,015
Blacksmith yeard 406,348 115,500
Esquire Electronices Ltd 233,100 -
Zaara Trading 675,936 -
Amin Associates 224,107 -
Mohona Enterprise 123,480 -
SGS Company 147,153 -
Others Trade Payables* 2,460,171 1,577,834
139,002,640 67,196,848
* Others payable included some suppliers whose balance is less than Tk. 100,000.
Ageing of Accounts Payable:
Duration
1-30 days 84,305,242 36,185,570
31-60 days 23,541,196 12,587,545
61-90 days 13,399,815 8,599,872
91-180 days 8,566,214 5,635,879
181-365 days 6,547,691 3,019,446
Over 365 days 2,642,480 1,168,536
139,002,638 67,196,848

16.2 Others Payable

This is made up as follows:

Tech Valley Computers Ltd. 5,000,000 5,000,000

Advance Technology Computers Ltd. 4,061,427 4,061,427
Advanced against Sales Note- 16.2.1 - 78,933
Employee PF Payable Note- 16.2.2 1,800,065 1,445,248
Security Deposit from Customer 413,041 434,341
Deferred Letter of Credit Note- 16.2.3 18,136,128 31,955,886
Withholding Tax Payable Note- 16.2.4 5,065,024 7,240,423
Withholding VAT Payable Note- 16.2.5 1,117,648 2,979,655
35,593,333 53,195,913
16.2.1 Advanced against Sales
This is made up as follows:
Victoria Carriers - 22,933
Enam Medical Hospital Pvt Ltd - 56,000
- 78,933
16.2.2 Contributory Provident Fund Payable
This is made up as follows:
Employees Contribution 731,072 561,752
Employees PF Loan Recovery 337,921 321,745
Employer Contribution 731,072 561,752
1,800,065 1,445,248

419
 16.2.3 Deferred Letter of Credit
This is made up as follows:
Opening Balance 1st July Note- 16.2.3.1 31,955,886 31,251,676
Add: Exchange Loss/(Gain) 520,033 704,210
Less: Payment/Adjustment During the Year (14,339,791) -
18,136,128 31,955,886
16.2.3.1Details of total used deferred letter of credit for the year 2018 are as follows:
Particulars USD BDT
Huawei International-Radio/Infrastructure Equipments 1,857,258 145,111,307
Total 1,857,258 145,111,307

Details Brakeup of outstanding Deferred Letter of Credit are as follows:

USD BDT
LC for Radio /Infrastructure Equipments 1,857,258 145,111,307
Less: 1st Installment 76,684 6,048,473
Balance 1,780,574 139,062,834
Less: 2nd to 5th Installment 1,563,894 122,150,950
Exchange Loss/(Gain) - 1,224,243
Balance 216,680 18,136,128
The exchange rate against the USD Tk. 83.70 as on 30th June 2018 of Bangladesh Bank Rate chart.

16.2.4 Withholding Tax Payable

This is made up as follows:
Employees Tax Payable 1,736,810 1,056,672
Director Remuneration Tax Payable 42,000 63,000
Professional & Technical Fees Payable - 583,809
Rent Tax Payable 108,436 93,804
Suppliers Tax Payable 3,177,778 5,443,138
5,065,024 7,240,423
16.2.5 Withholding VAT Payable
This is made up as follows:
Rent VAT Payable 387,910 291,011
Suppliers VAT Payable 729,738 2,688,644
1,117,648 2,979,655
17.0 Accrued Expenses
This is made up as follows:

Salaries & Allowance 15,435,951 12,934,029

Director Remuneration 179,000 179,000
Bandwidth and Fiber Rent 5,483,568 24,771,130
IPTSP Interconnection Charges 566,966 765,800
Overtime, Holiday Allowance & Conveyance 1,057,674 924,688
Provission for Rent 390,976 76,802
Provision for Bad debts 3,673,187 2,771,726
Gratuity 26,823,485 26,017,719
Vehicle Expense 160,000 135,000
Mobile Bill 318,425 -
Provision for others 42,774 28,700
Utilities Expense 1,401,881 1,341,687
55,533,886 69,946,281

420
18.0 Provision for Workers Profit Participation Funds (WPPF) :
This is made up as follows:
Particulars
Opening Balance 1st July 7,609,244 6,582,772
Charge during the year 9,085,811 7,609,244
16,695,055 14,192,016
Disbursement during the year 7,609,244 6,582,772
Closing Balance 9,085,811 7,609,244

* As per Bangladesh Labor Act 2006 as amended in 2013, the amount is computed @ 5% of net profit before
Income Tax.
19.0 Short Term Loan
This is made up as follows:
Loan Against Trust Receipts (LATR) 25,497,177 21,653,791
Short term Loan (STL) for import duty - 1,585,189
25,497,177 23,238,981
Particulars of Short Terms Loan are as follows:
Short Term Loan No Amount
LATR#23044 (LC-10017) 469,255
LATR#23044 (LC-10017)
LATR#23045 (LC-10007) 725,871
LATR#23045 (LC-10007)
LATR#23046 (LC-10096) 13,794,673
LATR#23046 (LC-10096)
LATR#23047 (LC-10186) 1,125,753
LATR#23047 (LC-10186)
LATR#23048 (LC-10316) 4,116,677
LATR#23048 (LC-10316)
LATR#23049 (LC-10161) 763,689
LATR#23049 (LC-10161)
LATR#23050 (LC-10177) 4,501,259
LATR#23050 (LC-10177)

Total 25,497,177
The City Bank Limited, Head Office
Sanctioned Limit amount : 20 crore
Purpose : To Import various type of equipments
Interest rate : 13.00%
RJSC 1st charge of all fixed & floating assets, personal guarantee
Security :from all directors and corporate guarantee from ADN Technologies
Ltd & Tech Valley Networks Ltd.
Tenure : 1 Year
20.0 Provision for Income Tax
This is made up as follows:

For Current Tax- Note-20.1 60,736,864 37,028,822

For Deferred Tax- Note-20.2 158,731,425 132,945,393
219,468,289 169,974,216
20.1 Provision for Current Tax
This is made up as follows:
Opening Balance 1st July 37,028,822 15,702,374
Add: Provision made during the year 36,896,853 21,560,149
73,925,675 37,262,523
Less: Adjustment & Paid during the year- 20.1.1 13,188,811 233,701
Closing Balance 60,736,864 37,028,822

421
20.1.1 Adjusted & Paid During the year
Tax Paid 1,215,306 233,701
Adjusted with Advance income tax 11,973,505 -
13,188,811 233,701
20.1.2 Status of pending Assessment of Tax

The company has been submitted Income Tax Return on 14 March, 2018 & assessment is now under process.
20.2 Provision for Deferred Tax
Opening Balance 1st July 132,945,393 108,272,480
Add: Provision made during the year 25,786,031 24,672,913
158,731,425 132,945,393
Less: Provision realised during the year - -
Closing Balance 158,731,425 132,945,393

20.2.1 Calculation of Deferred Tax:

Carrying Temporary
Tax Base
Amount Difference
As on 30 June, 2017
Property, Plant & Equipment 733,904,274 354,060,293 379,843,981
Applicable Tax Rate 35%
Deferred Tax Liability 132,945,393

As on 30 June, 2018
Property, Plant & Equipment 846,750,235 393,231,876 453,518,359
Applicable Tax Rate 35%
Deferred Tax Liability 158,731,426

* Deferred Tax has been calculated on taxable temporary differences only as per Prudent Concept.

422
 Amount in BDT
30-Jun-18 30-Jun-17
21.0 Revenue
This is made up as follows:
Local Services Note-21.1 530,806,376 475,499,022
Export Services Note-21.2 458,315,443 414,730,672
989,121,819 890,229,694
Less: VAT 68,705,379 60,777,413
Total 920,416,440 829,452,281
21.1 Local Service
This is made up as follows:
Internet Service 77,368,650 68,236,501
Data Service-IPVPN 428,537,083 391,227,735
IP Telephony Service 17,909,041 12,189,390
Telehouse & Hosting 406,483 383,371
Bulk SMS-Digital Business 820,021 -
Equipment Sales 5,765,098 3,462,025
530,806,376 475,499,022
Less: VAT 68,705,379 60,777,413
462,100,997 414,721,609
21.2 Export Service
This is made up as follows:
Multiprotocol Label Switching (MPLS) 424,035,484 385,400,968
International Private Leased Circuit (IPLC) 34,279,959 29,329,704
458,315,443 414,730,672

Disclosure regarding export earnings as per schedule XI, Part-II, paragraph 8 of the Companies
Act 1994 are as follows.
Details Amount in USD Amount in Taka
Export Proceeds as per FOB - -
Royalties, know-how, professional and consultancy fees 5,577,434 458,315,443
Interest & dividend - -
Others income - -

22.0 Cost of Goods Sold & Services

This is made up as follows:
Bandwidth Cost 161,929,550 144,112,430
Infrastructure, Optical Fiber & Network Equipment Cost 51,665,836 75,013,982
Salary & Allowances 107,528,134 102,358,365
Cost of Equipment 3,006,612 2,834,542
Fiber Lease Rent 63,217,061 61,286,453
IP Telephony Inter Connectivity Expenses 6,638,337 6,003,969
BTRC Charges on Equipment 7,498,073 6,528,305
BTRC License Fees 1,717,260 921,000
Consumable Items 5,614,740 3,489,341
Entertainment 445,003 422,826
Fire and Burglary Insurance Expenses 589,795 964,914
POP Expenses and Rent 21,780,179 17,720,063
IPTSP Revenue Sharing with BTRC 897,141 906,153
Equipment Repair & Maintenance 3,797,727 1,233,570
Printing & Stationary 127,292 76,580
Telephone, Fax, Internet & Courier 2,536,343 2,363,358

423
 Training & Development 307,402 270,659
Travelling & Conveyance 1,798,243 1,635,161
Vehicle Expenses 9,635,645 3,974,753
Utilities 10,066,207 5,816,834
Bulk SMS 537,196 -
Depreciation 53,802,924 43,429,849
515,136,700 481,363,106
23.0 Administrative Expenses
This is made up as follows:
Salary & Allowances 68,946,633 59,804,143
Director Remuneration 2,400,000 2,400,000
Group Life Insurance Premium 2,284,712 933,586
Professional & Technical Fees 919,134 554,157
Telephone, Fax, Internet & Courier Expenses 1,706,153 1,250,264
Office Maintenance 3,302,880 2,786,590
Travelling and Conveyance 698,497 250,496
Entertainment Expenses 1,898,204 1,449,872
ISO Certificate Expenses 126,500 45,000
Medical Expenses 703,392 592,279
Printing & Stationery 965,425 1,111,615
Newspaper, Books & Journals 174,319 110,077
License & Regulatory Fee 371,344 314,197
Legal Fees - 216,500
Office Rent 12,524,958 11,829,873
Repairs & Maintenance 2,624,654 1,527,152
Vehicle Expenses 4,743,534 2,151,876
AGM Expenses 227,137 133,979
Training & Development Expenses 2,324,113 1,347,962
Utilities Expenses 3,713,975 4,684,766
Amortization Expenses 237,185 482,324
Depreciation 6,608,933 5,421,031
117,501,682 99,397,739

24.0 Distribution and Marketing Expenses

This is made up as follows:
Salary & Allowances 60,901,507 47,206,368
Advertisement Expense 6,588,262 5,313,658
Business Promotion Expenses 3,835,559 3,766,256
Travelling and Conveyance 3,939,539 6,784,188
Entertainment Expense 398,228 212,987
Printing & Stationery 2,956,064 1,118,935
Telephone, Fax, Internet & Courier 707,596 835,646
Vehicle Expenses 3,297,436 3,751,767
Tender Participant Expenses 195,207 121,376
Bad Debts Note- 24.1 3,690,219 2,771,726
86,509,617 71,882,906
24.1 Bad Debts:
Bad debts Provision 3,673,187 2,771,726
Bad debts write off 17,032 -
3,690,219 2,771,726

424
25.0 Other Non Operating Income
This is made up as follows:
Interest on Short Term Loan 880,922 285,447
Interest on Short Term Deposit 3,288,177 93,055
Profit / (Loss) on Sales of Assets - 560,000
4,169,099 938,502

26.0 Financial Expenses

This is made up as follows:
Interest on Term Loan Note- 26.1 13,552,773 17,032,301
Interest on Finance Lease 872,793 515,944
Bank Service Charges 674,444 527,482
Exchange (Gain)/Loss Note- 26.2 (464,506) (122,819)
14,635,505 17,952,908

26.1 Interest on Term Loan

This is made up as follows:
Short Term Loan 1,016,591 675,817
Long Term Loan 12,536,182 16,356,484
13,552,773 17,032,301

26.2 Exchange (Gain)/Loss

This is made up as follows:
Transaction( Gain)/Loss (911,267) (472,543)
Translation ( Gain)/Loss Payable 520,033 704,210
Translation ( Gain)/Loss Receivable (73,272) (354,486)
(464,506) (122,819)
-
27.0 Income Tax Expenses
This is made up as follows:
Short Provision 7,549,825 -
Current Tax Expenses Note- 20.1 29,347,028 21,560,149
Deferred Tax Expenses/(Income) Note- 20.2 25,786,031 24,672,913
62,682,884 46,233,062

28.0 Earnings Per Share (EPS):

28.1 Basic Earnings Per Share (EPS):

This is made up as follows:
Profit Attributable to Ordinary Shareholder 119,629,823 105,936,997
Weighted Average Number of Ordinary Shares
Outstanding during the Year Note- 28.3 & 28.4 44,860,000 42,056,481
Basic Earnings Per Share 2.67 2.52

28.2 Diluted Earning per Share:

This is made up as follows:
Profit Attributable to Ordinary Shareholder 119,629,823 105,936,997
Total number of Existing share 44,860,000 44,860,000
Diluted Earning Per Share 2.67 2.36
* EPS has been calculated as per IAS 33.

425
28.3 Weighted Average Number of Ordinary Shares as on 30 June, 2017

The following calculation is for the denominator of the EPS calculation.

Number of
Number of Shares Weighted Average
Days
in Issue Number of Shares
Outstanding
Outstanding shares as at 1 July 2016 365 20,929,583 20,929,583
Bonus Share 365 20,929,583 20,929,583
Share Issue 24 3,000,834 197,315
44,860,000 42,056,481

28.4 Weighted Average Number of Ordinary Shares as on 30 June, 2018

The following calculation for the denominator of the EPS calculation.

Number of
Number of Shares Weighted Average
Days
in Issue Number of Shares
Outstanding
Outstanding shares as at 1 July 2017 365 44,860,000 44,860,000
44,860,000 44,860,000

29.0 Net Asset Value Per Share(NAV)

This is made up as follows:
Share Capital 448,600,000 448,600,000
Share Premium 83,005,464 83,005,464
Retained earnings 311,830,850 192,201,027
Net Asset Value (NAV) 843,436,314 723,806,491
Total number of Existing share 44,860,000 44,860,000
Net Asset Value (NAV) Per Share 18.80 16.13

30.0 Disclosure of Managerial Remuneration

Payment information to Director- para 4 of schedule XI, PART II of the Companies Act 1994.

30.1 Details of remuneration paid to Directors during the year July 2017 to June 2018 are as follows:
Total
Name Designation Salary Bonus Remuneration
Asif Mahmood Chairman 2,400,000 - 2,400,000
Total 2,400,000 - 2,400,000

* The above mentioned Director of the company did not take any benefit from the company other than the
remuneration.

30.2 Executive Compensation

Remuneration paid to top five salaried officers during the year July 2017 to June 2018 are as follows:

Name of the Employee Designation 30-Jun-18 30-Jun-17

Asif Mahmood Chairman 2,400,000 2,400,000
Henry Hilton Managing Director 3,829,420 3,806,859
Md. Enayet Hossain Chief Financial Officer 3,775,280 3,673,525
Abul Muyeed Ziaush Shams Consultants 3,460,372 3,392,500
Abdul Matin Miazi Chief Commercial Officer 3,185,372 3,165,000

426
30.3 Aggregate Amount of Remuneration Paid to the Directors and Officers during the year July 2017 to June 2018
Purpose 30-Jun-18 30-Jun-17
Salary & Allowance 237,376,274 209,368,876
Director Remuneration 2,400,000 2,400,000

i) No amount of money was expensed by the company for compensating any member of the board for special
services rendered.
ii) The company does not pay any board meeting attendance fees to the directors of the company.

30.4 Information as per Schedule-XI, Part-II Para-3 of The Companies Act 1994
Monthly Salary Range (In Taka) Permanent BasisContract Basis June'30, 2018 June'30, 2017
Below 3,000 0 0 0 1
Above 3,000 268 236 504 447
Total 268 236 504 448

30.5 Auditors Remuneration- para 6 of schedule XI, PART II of The Companies Act, 1994

Syful Shamsul Alam & Co 287,500 238,000

287,500 238,000

31.0 Internal and External Sources of Cash

This is made up as follows:
Amount in BDT
Particulars Note 30 June 2018 30 June 2017
Internal Sources of Cash
Share Capital & Share Premium 11 & 12 531,605,464 531,605,464
Retained Earnings 13 311,830,850 192,201,027
Total 843,436,314 723,806,491
External Sources of Cash
Long Term Loans including current portion 14 & 15 100,968,875 125,766,083
Short Term Loans 19 25,497,177 23,238,981
Total 126,466,052 149,005,064
Grand Total 969,902,366 872,811,555

427
 Amount in BDT
30-Jun-18 30-Jun-17
32 Cash Received from Customers
Revenue during the year (Note 21) 920,416,440 829,452,281
Changes in Trade Receivable (Note 8.01 & 26.02) (44,629,344) (14,628,603)
875,787,096 814,823,678
33 Cash Paid to Suppliers & Others
Cost of Goods & Services (Note 22) (515,136,700) (481,879,050)
Changes in Inventories (Note-7) (36,000) (790,950)
Changes in Trade and other Payable increase/(decrease) (Note-16) 54,203,211 (35,130,697)
Depreciation of Cost of Goods Sold & Services ( Note 22) 53,802,924 43,429,849
(407,166,565) (474,370,848)
34 Paid for Operating Expenses & Others
Change in Advances, Deposits and Pre-payments (Note 9) (25,584,150) (10,176,551)
Changes in other receivable(Note 8) (47,153,678) (2,847,907)
Change in Accured Expenses (Note 17) (14,412,395) 18,282,382
Advance Income Tax Add Back FY-2016-2017 ( Note 9.1.1) 9,979,609 23,622,198
Advance Income Tax Add Back FY-2015-2016 ( Note 20.1.1) (11,973,505) -
Administrative Expenses (Note 23) (117,501,682) (99,397,739)
Selling and Distribution Expenses (Note 24) (86,509,617) (71,882,906)
Workers' Profit Participation Fund (WPPF) (Note-18) (9,085,811) (7,609,244)
Change in Workers Profit Participation Fund - (Note-18) 1,476,567 1,026,472
Adjustment for Advance for IPO Expenses ( Note-9.1.2) - (625,000)
Bank Charges (Note 26) (674,444) (527,482)
Depreciation Expenses (Note 23) 6,608,933 5,421,031
Amortization Expenses (Note-23) 237,185 482,324
(294,592,987) (144,232,422)
35 Financial Expenses paid
Financial Expenses ( Note-26) (14,425,566) (16,909,482)
(14,425,566) (16,909,482)
36 Income Tax Paid
AIT deducted during the year ( Note 9.1.1) (12,619,606) (20,906,892)
Advance Tax paid during the year ( Note 9.1.1) 2,639,997 (2,715,306)
Assessed Tax paid during the year ( Note 20.1.1) (1,215,306) (233,701)
(11,194,915) (23,855,899)
37 Acquisition of Property, Plant & Equipments and Intangible Assets
Acquisition of Property, Plant & Equipment (Note-4) (173,257,817) (90,337,341)
Acquisition of Intangible Assets (Note-5) - (248,400)
Adjustment of Property, Plant & Equipments (Note-4) - 69,110
Adjustment of Accumulated Depreciation( Note-4) - (69,110)
(173,257,817) (90,585,741)
38 Repayment of Long Term Borrowing
Payment to IIDFC (Note-14.1) (13,730,504) (7,118,962)
Payment to IDLC ( Note-14.2) (17,518,384) (13,681,470)
(31,248,888) (20,800,432)

39 Receipt of Long Term Borrowing

Received from IIDFC (Note-14.1) - 20,000,000
- 20,000,000
40 Repayment to Lease Finance
Total Payment to Lease Finance (Note-15) (2,421,113) (1,329,376)
Interest Charge during the year (Note-15) 872,793 515,944
(1,548,320) (813,432)

428
41 Financial Risk Management

Bangladesh Financial Reporting Standard BFRS 7: Financial Instruments: Disclosures - requires disclosure of information
relating to: both recognized and unrecognized financial instruments, their significance and performance, accounting
policies, terms and conditions, net fair values and risk information- the companies policies for controlling risks and
exposures. The company has exposure to the following risks from its use of financial instruments.
- Credit Risk
- Liquidity Risk
- Market Risk

The Board of Directors has overall responsibility for the establishment and oversight of the company’s risk
management framework. The Board oversees how management monitors compliance with risk management policies
and procedures, and reviews the adequacy of the risk management framework in relation to risks faced by the
company.

42 Credit Risk
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the company’s receivable from customers and investment
securities. The company’s Revenue are made to Bank, Financial Institution, Multinational Corporate, Public & Private
Ltd. companies, ADN’s strategic partners include among the largest companies in the global telecommunications
sector, including Singapore Telecommunications Ltd. (SingTel), Tata Communications Ltd. as well as Orange. The
company also has a strategic alliance with Bharti Airtel and British Telecom (BT).

Exposure to Credit Risk

The maximum exposure to credit risk at the reporting date was:
Amount in BDT
30 June 2018 30 June 2017
Trade and Other Receivables 330,802,481 238,554,953
Advance, Deposit & Prepayments 179,242,766 149,458,616
Cash and Bank Balance 58,496,216 105,920,885
568,541,463 493,934,454

Credit Exposure by Credit Rating

As at 30 June 2018
Credit Rating Amount (%)
Trade and Other Receivables 330,802,481 58.18%
Advance, Deposit & Prepayments 179,242,766 31.53%
Cash and Bank Balance
Cash on hand 182,362 0.03%
Cash at bank 105,492,932 18.56%
Bank Asia Ltd. AA2 2,856 0.0005%
BRAC Bank Ltd. AA2 67,684 0.0119%
Dutch Bangla Bank Ltd. AA1 18,742,378 3.2966%
Eastern Bank Ltd. BA3 1,932,446 0.3399%
Islami Bank Ltd. AA+ 3,850 0.0007%
Janata Bank Ltd. AAA 467,305 0.0822%
Mercantile Bank Ltd. AA- 228,708 0.0402%
Mutual Trust Bank Ltd. AA- 173,345 0.0305%
NRB Global Bank. A- 5,793,812 1.0191%
Rupali Bank Ltd. A 1,568,854 0.2759%
The City Bank Ltd. AA2 28,933,238 5.0890%
The City Bank Ltd. AA2 3,331 0.0006%
The City Bank Ltd. AA2 6,147 0.0011%
Dutch Bangla Bank Ltd.. AA1 97,302 0.0171%
The City Bank Ltd. AA2 292,600 0.0515%

429
43 Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to
meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company’s reputation. Typically, the Company ensures that it has sufficient cash and cash
equivalent to meet expected operational expenses, including the servicing of financial obligation through preparation
of the cash forecast, prepared based on time line of payment of the financial obligation and accordingly arrange for
sufficient liquidity/fund to make the expected payment within due date. Moreover, the Company seeks to maintain
short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is
insufficient cash to make the required payment. The requirement is determined in advance through cash flows
projections and credit lines facilities with banks are negotiated accordingly.

The following are the contractual maturities of financial liabilities as at 30 June 2018

Nominal
Carrying Maturity Within 6 Within 6 -12 More than 1
interest
Particulars Amount period months or less months year
rate
Taka Taka % Taka Taka Taka
Term Loan 89,677,720 Feb-22 13.50% 17,197,863 17,197,863 55,281,994
Trade and Other Payables 174,595,973 - N/A - 174,595,973 -
Accrued Expenses 55,533,886 - - 38,873,720 16,660,166 -
Short Term Loan 25,497,177 . 13.50% 25,497,177 - -
Finance Lease Obligation 11,291,155 Jan-22 N/A 1,313,355 1,313,355 8,664,445
Provision for Workers Profit
9,085,811 Jan-19 N/A 9,085,811 - -
Participation Fund (WPPF)
Provision for Tax Liability 60,736,864 - N/A - 60,736,864 -
426,418,586 91,967,927 270,504,221 63,946,439

44 Market Risk
Market risk is the risk that changes in market prices such as foreign exchange rate and interest rates will affect the

Company’s income or the value of its holding of financial instruments. The objective of market risk management is to

manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency Risk
The Company is exposed to currency risk on purchases of equipments & received currency from global Partners that
are denominated in a currency other than the functional currency primarily U. S. Dollars. The effects of foreign
purchase are insignificant to the Company. The Company has not entered into any type of derivatives instrument in
order to hedge foreign currency risk as at 30 June 2018. There are no foreign currency monetary assets and liabilities as
at 30 June 2018 resulting net exposure to foreign currency risk is nil.

Interest Rate Risk

Interest rate risk is the risk that arises due to changes in interest rates on borrowings. Local currency loans are
however not significantly affected by fluctuations in interest rates.

430
45 Related Party Disclosures
During the year the Company carried out a number of transactions with related parties in the normal course of business and
on an arm's length basis. The name of related parties, nature of transactions, their total value and closing balances have been
set out in accordance with the provisions of BAS 24 Related Party Disclosure:

Total Transaction FY
2017-2018 Balance as
Name of Nature of Balance as on
SL Relationship on
Company/Party Transaction Payment/ 30.06.2018
Addition 30.06.2017
Adjustment
Concern under
Tech Valley Networks Intercompany
1 common 10,000,000 4,695,595 5,304,405 -
Ltd. Loan
management
Concern under
Tech Valley Computers Intercompany
2 common (5,000,000) (5,000,000)
Ltd. Loan
management
Concern under
Intercompany
3 ADN Technologies Ltd common 4,200,000 - 9,206,655 5,006,655
Loan
management
Intercompany
4 My Tel Ltd Investment 1,120,000 27,897,409 29,017,409
Loan
Managewell Service
5 Investment 8,784,109 3,369,260 14,603,030 9,188,181
Communications Ltd Purchase
Concern under
Bangladesh News 24 Intercompany
6 common 3,000,000 3,000,000 -
Ltd Loan
management
Concern under
7 InGen Motors Ltd. common Cost Sharing - - - 560,000
management
Intercompany
16,000,000 28,750,000 12,750,000
Concern under Loan
InGen Technologies
8 common Equipment
Ltd. 3,100,000 3,100,000
management Purchase
Cost Sharing 189,649 8,141,016 8,330,665
Concern under
Advance Technology
9 common Cost Sharing - - (4,061,427) (4,061,427)
Computers Ltd.
management
Concern under Intercompany
15,000,000 - 20,000,000 5,000,000
10 ADN Eduservices Ltd. common Loan
management Cost Sharing 6,437,337 - 6,437,337
Director
11 Asif Mahmood Chairman 2,400,000 2,400,000 200,000 200,000
Remuneration

As per Board of Director Meeting all related party's 10% Interest has been charged on receivable amount, Such loan will be
settle as and when fund will be avaiable of respective company. As all are common directors of the related company, so all
receivable amount are secured.

431
46 Credit Facility Availed
There was a credit facility available to the company under the contract with The City Bank Ltd vide agreement #
CBL/HO/CAD/CORP/2017/311 date. 04.10.2017 as on 30 June, 2017.

47 Attendance Status of Board of Directors Meeting

During the period from 01.07.2017 to 30.06.2018 there were 12 (Twelve) Board Meetings held. The attendance status
of all the meetings are as follows:

Name of the director Position Meeting Held Attended Remarks

Asif Mahmood Chairman 12 12
Managing Director Appointed
Henry Hilton 12 10
Ex-Officio 11.09.2017
Md. Moinul Islam Director 12 12
Md. Mahfuz Ali Sohel Director 12 12
Khandker Mahmooda Saeed Director 12 11
Resigned on
AKM Shafiul Azam Independent Director
12 1 01.09.2017
Appointed
Ghulam Rasool Independent Director 12 11
01.09.2017
Appointed
Khondkar Atique-E- Rabbani Independent Director 12 5
07.01.2018

For Board Meeting, attendance fees were not paid to the Directors of the company.

48 Quantity Wise Schedule as per Schedule-XI, Part-I of The Companies Act, 1994
Quantity Wise Schedule: The Company's nature of business is service oriented and its service capacity depends on its
employed human resources. Therefore, Quantitywise Schedule is not applicable for the company.

49 Subsequent Disclosure of Events after the Balance Sheet Date - Under IAS 10
There is no non-adjusting post balance sheet event of such importance, non-disclosure of which would affect the
ability to the users of the Financial Statements to proper evaluation and decision.

50 Subsequent Events

The Board of Directors (BoD), on the 107th meeting held on 19 August 2018 considered the transfer of shares and
change in Directorship from Ms. Khandker Mahmooda Saeed to Savoy Ice Cream Factory Limited represented by Mr.
Niaz Ahmed. In addition an existing shareholder, Vanguard AML BD Finance Mutual Fund One represented by Mr.
Waqar Ahmad Choudhury was considered and included as a Director of the Company in the same meeting. Both these
changes will be in effect subject to necessary approvals from the concerned authorities.

BSEC (Bangladesh Securities & Exchange Commission) accorded its consent to ADN Telecom Limited to commence
electronic bidding by the eligible investors to determine the cut-off price of ordinary shares of ADN Telecom Limited
vide its letter no. BSEC/CI/BB-13/2017/617 dated 05 September 2018.

The Board of Directors (Bod) of the company has approved the financial statements on 11 October 2018 and
recommended 06% cash dividend for the financial year ended 30 June 2018.

sd/- sd/- sd/-

Chairman Director Managing Director

sd/- sd/-
Chief Financial Officer Company Secretary

432
 Annexure-A
Schedule of Property, Plant & Equipment as on June 30, 2018
Amount in BDT
Cost Depreciation
Rate of Charged Written Down
Particulars Disposal/ Opening Disposal/
Opening Balance Addition Closing Balance Depreciation during the Closing Balance Value
Adjustment Balance Adjustment
year 30 June 2018

Land and Land Development 54,876,546 - 54,876,546 0% - - - 54,876,546

Radio Link, Infrastructure & Backbone
554,171,100 39,221,735 593,392,835 5% 155,094,322 21,107,193 176,201,515 417,191,320
Equipments
Fiber Equipment 158,235,201 27,623,399 185,858,600 5% 38,677,179 6,582,930 45,260,109 140,598,491
Computer & Computer Equipments 32,525,640 16,640,469 49,166,109 30% 21,072,421 6,376,132 27,448,553 21,717,556
Office Equipments 44,346,870 5,490,588 49,837,458 20% 26,776,477 4,114,180 30,890,657 18,946,801
Optical Fiber 32,232,001 24,388,397 56,620,398 30% 9,320,703 11,640,877 20,961,580 35,658,818
Furniture & Fittings 19,421,745 3,480,832 22,902,577 10% 9,063,893 1,219,527 10,283,420 12,619,157
IPTSP & Video Conference Equipment 13,308,994 5,682,895 18,991,889 20% 8,707,209 1,573,637 10,280,846 8,711,043
Motor Vehicle 11,109,293 - 11,109,293 20% 3,638,881 1,494,082 5,132,963 5,976,330
Support Equipment 99,509,232 39,241,532 138,750,764 5% 17,659,579 4,665,341 22,324,920 116,425,844
Leasehold Motor Vehicle 11,161,840 11,487,970 22,649,810 20% 6,983,524 1,637,958 8,621,482 14,028,328
Closing Balance as at 30 June 2018 1,030,898,462 173,257,817 - 1,204,156,279 296,994,188 60,411,857 - 357,406,045 846,750,235

Closing Balance as at 30 June 2017 940,630,230 90,337,341 69,110 1,030,898,462 248,212,418 48,850,880 69,110 296,994,188 733,904,274

Allocation of Depreciation
2017-2018 2016-2017
Cost of Goods Sold & Services 53,802,924 43,429,849
Administration 6,608,933 5,421,031
Total Depreciation 60,411,857 48,850,880

Break Up of Administration Depreciation

2017-2018 2016-2017
Office Equipment 4,114,180 3,698,232
Furniture & Fixtures 1,219,527 876,984
Computer & Computer Equipment (20% of total dep) 1,275,226 845,815
Total 6,608,933 5,421,031

433
 Annexure-B
Intangible Assets

Amount in BDT
Cost Amortization
Rate of Charged Written Down
Particulars Opening Disposal/ Opening Disposal/
Addition Closing Balance Amortization during the Closing Balance Value
Balance Adjustment Balance Adjustment
year 30 June 2018

Quick Book Software 225,000 - - 225,000 20% 179,400 9,120 - 188,520 36,480
Employee Performance Management
248,400 - - 248,400 20% 49,680 39,744 - 89,424 158,976
Software
Network Performance Software 1,697,610 - - 1,697,610 20% 756,002 188,322 - 944,324 753,286
Closing Balance as at 30 June 2018 2,171,010 - - 2,171,010 985,082 237,186 - 1,222,268 948,743
Closing Balance as at 30 June 2017 2,335,385 248,400 - 2,583,785 915,533 482,324 - 1,397,857 1,185,928

Allocation of Amortization
2017-2018 2016-2017
Administration 237,186 482,324
Total Amortization 48,850,880 40,163,552

434
The following declaration has been published in The Daily Star at page no. 4, The Financial Express at
page no. 3, Share Biz at page no. 3, Samakal at page no. 12 on 07-08-2019.
DECLARATION
on
IPO of ADN Telecom Limited
This is for the information of all concerned that following changes in the Board of Directors of the Company has
been made in the draft prospectus of ADN Telecom Limited after the successful completion of bidding ended on
November 08, 2018 by the Eligible Investor (EI).

Previous Board of Directors Current Board of Directors

Asif Mahmood- Chairman Asif Mahmood- Chairman
Md. Moinul Islam- Director Md. Moinul Islam- Director
Md. Mahfuz Ali Sohel- Director Md. Mahfuz Ali Sohel- Director
Niaz Ahmed- Director
Khandker Mahmooda Saeed- Director
(Nominee of Savoy Ice Cream Factory Limited)
Waqar Ahmad Choudhury- Director
Ghulam Rasool- Independent Director
(Nominee of Vanguard AML BD Finance Mutual Fund One)
Khondkar Atique-E-Rabbani- Independent Director Ghulam Rasool- Independent Director
Henry Hilton-Managing Director (Ex-Officio) Khondkar Atique-E-Rabbani- Independent Director
- Henry Hilton-Managing Director (Ex-Officio)
The reason of above changes stated as, one of the Board Members, Mrs. Khandker Mahmooda Saeed was
diagnosed with Cancer and was under treatment in Bangkok, Thailand for a long time. To bear the high cost of cancer
treatment in abroad, she had to sell her entire holding of shares to Savoy Ice Cream Factory Limited and accordingly
released from the Board of ADN Telecom. Unfortunately, during treatment she passed away on 7 April 2019.

In such a situation, to fulfill the vacant position of Mrs. Saeed, Mr. Niaz Ahmed representing Savoy Ice Cream Factory
Limited along with Mr. Waqar Ahmad Choudhury representing Vanguard AML BD Finance Mutual Fund One have
been appointed as two representative Directors to further strengthen the Board of ADN Telecom Limited.

Sd/- Sd/- Sd/- Sd/-

Asif Mahmood Md. Moinul Islam Md. Mahfuz Ali Sohel Niaz Ahmed
Chairman Director Director Director
(Nominee of Savoy Ice Cream
Factory Limited)

Sd/- Sd/- Sd/- Sd/-

Waqar Ahmad Choudhury Ghulam Rasool Khondkar Atique-E-Rabbani Henry Hilton
Director Independent Director Independent Director Managing Director
(Nominee of Vanguard AML BD
Finance Mutual Fund One)
Sd/-
Md. Sohel Rahman
Chief Executive Officer (Additional Charge)
ICB Capital Management Limited

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