Infinity Technology International Limited · onsent of the angladesh seurities and ex hange ommission has een otained to the issue or offer of these securities under the securities

“Investment in capital market involves certain degree 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.”

PROSPECTUS

OF

Infinity Technology International Limited

Public Offering of 30,000,000 Ordinary Shares of Tk. 10.00 each at par totaling Tk. 300,000,000.00

Opening Date for Subscription: …………….. Closing Date for Subscription: ……………….

MANAGER TO THE ISSUE

IIDFC CAPITAL LIMITED

Issue Date of Prospectus: ……………….

Preliminary Information and Declarations:

“If you have any query about this document, you may consult the issuer, issue manager and underwriter.” A person interested to get a prospectus may obtain from the issuer and the issue manager.

Name & Address Contact Person Contact Number

Issuer

Infinity Technology International

Limited BDBL Bhaban (6th Floor,

East)12, Kawran Bazar, Dhaka-1215

A.S.M. Jamaluddin Chairman

Tel: +880-02-55011878 +880-02-55011879

Fax: +880-02-8080990 Email: [email protected]

Web: http://www.infinitytechltd.com

Issue Manager

IIDFC Capital Limited Eunoos Trade Center (Level-7), 52-53 Dilkusha C/A, Dhaka-1000.

Mohammad Saleh Ahmed Chief Executive Officer

Tel: +88 02 9514640, +88 02 9514637-8 (Ext. 101)

Fax : +88 02 9514641 Email: [email protected]

Web: http://www.iidfc.com

Underwriters



Tel: +88 02 9514640, +88 02 9514637-8 (Ext. 101)

Fax: +88 02 9514641 Email: [email protected]


Prime Bank Investment Limited Tajwar Center (5th Floor), House-34, Road-19/A, Block-E, Banani, Dhaka-1213

Md. Tabarak Hossain Bhuiyan

Managing Director & CEO

Tel: +88 02 48810315-6, Fax : +88 02 48810314

Email:[email protected] Web: http://www.pbil.com.bd

AIBL Capital Management Limited Peoples Insurance Bhaban (4th Floor) 36 Dilkusha C/A, Dhaka – 1000

Muhammad Husain Ahmad Faruqi

Chief Executive Officer

Tel: +88 02 , 9551962, Fax : +88-02-9575379

Email: [email protected] Web: www.al-arafahbank.com

Exim Islami Investment Limited Printers Building (5th Floor), 5, Rajuk Avenue, Motijheel, C/A Dhaka-1000

Md Mizanur Rahman FAVP

Tel: +88 01816323074, Fax : +88-02-9561937

Email: [email protected] Web: www.eximbankbd.com

BD Finance Capital Holdings Limited 64, Motijheel C/A, 2nd floor, Dhaka-1000.

Barun Prasad Paul MD & CEO

Tel: +88 02 9588186-7 Fax : +88-02 9588185

Email: [email protected] Web: www.bdcapital.com.bd

Stock Exchanges Available At Contact Number

DHAKA STOCK EXCHANGE LTD. 9/F Motijheel C/A, Dhaka 1000

DSE Library Tel: +88-02-9564601,9576210-18

Fax: +88-02-9564727 9569755 Email: [email protected]

CHITTAGONG STOCK EXCHANGE LTD. CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100

CSE Library Tel: +88(0) 31-714632-3; 720871

Fax: +88(0) 31-714101

E-mail: [email protected]

Auditor Contact Person Contact Number

Masih Muhith Haque & Co. Chartered Accountants Level 13, UTC Building, 8, Panthopoth, Dhaka-1215

Masih Malik Chowdhury FCA

Managing Partner

Tel: +88-02- 9144357 +88-02-9130675

Fax: +88-02-8119252 Web: http://www.masihmuhith.com


mailto:%[email protected]

mailto:[email protected]




http://www.masihmuhith.com/

“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 (IF ANY)."

‘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. 10.00 (Ten) i.e. the face value.

The issue price has been determined and justified by the issuer and the issue manager 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."

‘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 118-125.

‘Infinity Technology International Limited’s Absolute Responsibility’

"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this

prospectus contains all material information with regard to the issuer and the issue, that the information

contained in the prospectus 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."

Availability of Prospectus:

Hard Copy and Soft Copy of the Prospectus and Abridged Version of Prospectus of Infinity Technology International Limited may

be obtained from the following institutions:

Name & Address Contact Person Contact Number

Issuer:

Infinity Technology International

Limited BDBL Bhaban (6th Floor,

East)12, Kawran Bazar, Dhaka-1215

A.S.M. Jamaluddin Chairman

Tel: +880-02-55011878 +880-02-55011879

Fax: +880-02-8080990 Email: [email protected]

Web: http://www.infinitytechltd.com

Issue Manager:



Tel: +88 02 9514640, +88 02 9514637-8 (Ext. 101)



Underwriters:



Tel: +88 02 9514640, +88 02 9514637-8 (Ext. 101)

Fax: +88 02 9514641 Email: [email protected]


Prime Bank Investment Limited Tajwar Center (5th Floor), House-34, Road-19/A, Block-E, Banani, Dhaka-1213

Md. Tabarak Hossain Bhuiyan

Managing Director & CEO

Tel: +88 02 48810315-6, Fax : +88 02 48810314

Email:[email protected] Web: http://www.pbil.com.bd

AIBL Capital Management Limited Peoples Insurance Bhaban (4th Floor) 36 Dilkusha C/A, Dhaka – 1000


Chief Executive Officer

Tel: +88 02 , 9551962, Fax : +88-02-9575379


Exim Islami Investment Limited Printers Building (5th Floor), 5, Rajuk Avenue, Motijheel, C/A Dhaka-1000

Md Mizanur Rahman FAVP

Tel: +88 01816323074, Fax : +88-02-9561937


BD Finance Capital Holdings Limited 64, Motijheel C/A, 2nd floor, Dhaka-1000.

Barun Prasad Paul MD & CEO

Tel: +88 02 9588186-7 Fax : +88-02 9588185


Stock Exchanges Available At Contact Number

DHAKA STOCK EXCHANGE LTD. 9/F Motijheel C/A, Dhaka 1000

DSE Library Tel: +88-02-9564601,9576210-18

Fax: +88-02-9564727 9569755 Email: [email protected]

CHITTAGONG STOCK EXCHANGE LTD. CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100

CSE Library Tel: +88(0) 31-714632-3; 720871

Fax: +88(0) 31-714101


Prospectus would also be available on the web site of BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com), Infinity

Technology International Limited (http://www.infinitytechltd.com), IIDFC Capital Limited (http://www.iidfc.com), and Public Reference

Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

Names and dates of the newspaper where abridged version of Prospectus was published:

Sl. No. Name of the Newspapers Date of Publication

[*] [*] [*]

[*] [*] [*]

mailto:%[email protected]





http://www.sec.gov.bd/

http://www.dsebd.org/

http://www.csebd.com/

DEFINITIONS AND ACRONYMS/ELABORATION

Allotment : Letter of allotment for shares

BFSI : Banking, Financial services and Insurance

BO A/C : Beneficiary Owner Account or Depository Account

CDBL : Central Depository Bangladesh Limited

CIB : Credit Information Bureau

Certificate : Share Certificate

Commission : Bangladesh Securities and Exchange Commission

Companies Act : Companies Act, 1994 (Act. No. XVIII of 1994)

CSE : Chittagong Stock Exchange Limited

DSE : Dhaka Stock Exchange Limited

FC Account : Foreign Currency Account

IPO : Initial Public Offering

ITIL : Infinity Technology International Limited

Issue : Public Issue

Issue Manager : IIDFC CAPITAL Limited

Market of the Securities : Share market

MP : Market Price

NAV : Net Asset Value of the Company

NBR : National Board of Revenue

NRB : Non Resident Bangladeshi

Offering Price : Price of the securities of Infinity Technology International Limited being offered

Registered Office : BDBL Bhaban (6th Floor, East) 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215.

RJSC : Registrar of Joint Stock Companies & Firms

SC : Share Certificate

BSEC : Bangladesh Securities and Exchange Commission

Securities : Shares of Infinity Technology International Limited

Sponsors : The Sponsors Shareholders of Infinity Technology International Limited

STD Account : Short Term Deposit Account

Stockholder : Shareholder

Subscription : Application money

The Company/Issuer : Infinity Technology International Limited (ITIL)

TABLE OF CONTENTS

Chapter No.

Particulars Page No.

i. Executive summary 1-9

ii. Conditions imposed by the commission in the consent letter 10

iii. Declaration and due diligence certificates as per annexure- A, B and C 11-18

iv. About the issuer 19-20

v. Corporate directory of the Issuer 21

vi. Description of the Issuer 22-71

vii. Management’s discussion and analysis of financial condition 72-74

viii. Directors and Officers 75-83

ix. Certain Relationships and Related Transactions 84-85

x. Executive Compensation 86-87

xi. Options granted to Directors, Officers and Employees 87

xii Transaction with the Directors and Subscribers to the Memorandum 88

xiii. Ownership of the Company’s Securities 89-96

xiv. Corporate Governance 97-105

xv. Valuation Report of securities prepared by the Issue Manager 106-110

xvi. Debt Securities 111

xvii. Parties involved and their responsibilities 112

xviii. Material contracts 113-116

xix. Outstanding Litigations, Fine or Penalty 117

xx. Risk Factors and Management’s Perceptions about the Risks 118-125

xxi. Description of the Issue 126-127

xxii. Use of Proceeds 128-136

xxiii. Lock-in 137-138

xxiv. Markets for the Securities Being Offered 139

xxv. Description of securities outstanding or being offered 140-141

xxvi. Financial Statements 142-227

xxvii. Credit Rating Report 228

xxviii. Public Issue Application Procedure 229-232

xxix. Others 233

1

CHAPTER (I): EXECUTIVE SUMMARY

(a) About the Industry:

Software and IT service industry in Bangladesh has crossed a long road over the last few decades. It has matured.

The industry no more remains at the sideline. It joined the mainstream. Not only the industry is contributing

significantly in the national income, but also it has been playing very crucial role in creating high quality employment

for a sizable portion of young graduates of the country.

In recent years, Bangladesh is recognized as one of the emerging IT outsourcing and software exporting countries in

Southeast Asia. One of the most prominent factors that brought us the global remark is the booming IT industry

besides RMG revenue during the last few decades. The contributions being made by the IT industry towards the

country’s GDP has led to a steady growth of the Bangladeshi economy. While comparing with our neighbor country

& one of the strongest competitors in Southeast Asia, Indian IT industry is regarded as a hub of innovators providing

world class technology solutions across the globe when we are still thriving to get our names out in the light provided

our good works around the globe. But in the last ten years, we’ve seen remarkable changes in the growth figures.

Renowned international organizations already opened their local offices here in Bangladesh including Microsoft,

Accenture etc. This contributed in intangible exports of software and outsourcing of talents achieving a global

standard.

Over the last few decades, we’ve witnessed many ups and downs in our IT industry. Today people from diverse

industry and needs adopting information technology more than ever. But a few years back the scenario was not the

same. The usage of the internet was very limited and not everybody was aware of its miracles. But with new

innovations and developments, IT has burgeoned to become the most integral part of every industry and every way

of life. Therefore, the benefits of IT industry cannot be limited to software development alone, the technologies can

be applied to areas like hospitals, banks, schools, libraries, airports, shops and many other places with the help of

database management systems or through custom made software as per the requirement.

Our local market still constitutes the major part of a business of the software and IT service industry (which is almost

63% of the local market). There has been a consistent growth (around 20-30%) in this market over last few years.

The trend also shows that the market is maturing in terms of both client requirement and solution response from IT

companies.

Key drivers for growth in the IT sector are-

Supportive policies from the government.

Low operation cost and tax advantages.

Availability of technically skilled manpower.

Rapid introduction of IT technologies in major sectors such as telecom, BFSI.

Potential growth in export demand.

New technology usage like Cloud Computing.

Government established Special Economic Zones (SEZ)s.

2

(b) About the Issuer:

Infinity Technology International Limited (ITIL) is an ISO 9001-2008 certified company founded by a group of

graduates from US & Australia in 1993 and the leading provider of IT services in large database management solution

especially in financial institutions.

ITIL partner with major Bangladeshi banks, government agencies, private companies and numerous education

institutions to achieve results in core business areas, such as Core Banking Solution (CBS), Payment Gateway &

Remittance Solution, Enterprise Resource Planning (ERP) and Laboratory Information Management Systems (LIMS).

ITIL works with most major financial institution in the country, including Bangladesh’s leading banks that covers one-

third of the banking industry of the country. ITIL’s banking solutions not only an authentic domestic funds transfer

management solution but also an international fund transfer solution through different foreign exchange houses in

UK, Sweden, Malaysia, Singapore, Australia, Canada and many countries in Middle East.

Besides the banking sector, ITIL have completed many of projects with Criminal Investigation Department (CID) of

Bangladesh Police and Nuclear Science Forensic Department of Dhaka Medical College & Hospital. These projects

have been successfully executed in collaboration with Qualitype GmbH from Germany and Abbott Informatics from

US.

Currently ITIL is working with Bangladesh Public Service Commission (BPSC) to develop and integrate their Web

based e-Recruitment system with Android application.

Extending it’s arena of business in corporate solution, ITIL has launched it’s ERP Solution recently which is well

recognized in Ship building industry, meat processing industry and in many service industries.

Infinity has been engaged in providing various engineering and application engineering solutions locally as well as

globally. Currently with the expertise and dedication of about more than 200 IT professionals serving 17 different

commercial and specialized nationalized banks by its own user experiences designed and developed software

solutions, using which over millions of transactions are performed flawlessly every second. Besides exposure in the

local market, Infinity is successfully operating their centralized web-based payment gateway ‘Remit Infinity’ beyond

national boundaries for the last 10 years.

A combination of IT and business experts of the company through its state-of-the-art solutions over the last two

decades have been able to establish customer’s confidence and trust on Infinity. As a result, Infinity has now become

a reliable IT partner of the Banking Industry of the country. Ultimately, this enriched Infinity’s knowledge and

experience in the banking business and has led to open expanded activities into alternative banking arena like ATM

service, Agent Banking, Mobile Banking, Point of Sales (POS) Service, Bill Collection Service, e-ticketing, e-

recruitment, e-admission, Data Center etc. Now the era has arrived of ‘Digital Bangladesh’ with the aspiration of

Government of Bangladesh. It is time to advance with our experience towards introducing new technologies and put

our valuable contribution to other spheres. Thus the organization has decided to put a step on IPO where public of

Bangladesh will team up with Infinity with their investment. Insha-Allah, in the upcoming 2 years Infinity would

become the leading IT firm in the IT Industry of Bangladesh.

3

Incorporation December 02, 1993 under the companies Act, 1913 vide registration no. C – 25068(902) 1993

Commencement of Commercial Operation 1994

Public Limited Company February 25, 2013

Registered Address BDBL Bhaban (6th Floor, East) 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215.

Corporate Office House # 675, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216, Bangladesh

(c) Financial Information:

Major financial information of Infinity Technology International Limited is as follows:

Amount in BDT

Particulars 31-Dec-17 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13

Half Year Restated Restated Restated Restated Restated

Revenue 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Gross Profit 20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488

Net Profit /(Loss) before Tax 11,666,490 31,734,307 54,661,320 71,528,833 62,916,783 62,903,894

Net profit/(loss) after tax 11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

Total Assets 580,235,362 567,879,779 486,800,770 422,302,852 356,193,927 345,597,520

Share Capital 300,000,000 300,000,000 200,000,000 180,000,000 100,000,000 100,000,000

Retained Earnings 229,143,552 217,555,978 186,109,475 131,623,857 140,537,065 77,904,241

No. of Shares 30,000,000 30,000,000 20,000,000 18,000,000 10,000,000 10,000,000

Face Value 10 10 10 10 10 10

NAV per Share 17.64 17.25 19.31 17.31 24.05 17.79

Earnings Per Share (EPS) Basic 0.39 1.30 2.83 3.95 3.48 3.49

Face value of shares on the above table was considered as Tk. 10/- for better presentation.

4

(d) Features of the issue and its objects:

Offer Price BDT 10.00 Per Share

Number of Ordinary Shares 30,000,000 Shares

IPO Size Tk. 300,000,000

Purpose of Raising Fund

The IPO fund will be utilized for Packaged Product Development and

Customization, Software Development, Enhancement and Integration,

Portal Development, Tangible Assets Development and IPO expenses.

Date of Implementation The implementation will be completed between 9 months to 12 months

upon receipts of IPO proceeds.

(e) Legal and Other Information:

Particulars License Issuer/Issuing

Authority Certificate/License

No. Issue Date

Renewal Date

Expiry Date

Certificate of Incorporation

Register Joint Stock Companies and Firms, Bangladesh

C-25068(902)/93 02 Dec 1993 N/A N/A

TIN Certificate National Board of Revenue, Bangladesh

482093282037 01 Jan 2014 N/A N/A

VAT Certificate Customs, Excise and VAT Commission rate, Bangladesh

19011059110 15 Jul 2013 N/A N/A

Trade License Dhaka South City Corporation

02011122 22 Jul 2013 25 Jul 2017 30 Jun 2018

Membership Certificate

Bangladesh Computer Samity

40 21 Mar 2017 21 Mar 2017 31 Dec 2018


Bangladesh Association of Software & Information Services

G063 - - 31 Dec 2018

Certificate of Registration

ISOQAR 13255 10 Aug 2015 - 10 Aug 2018

5

(f) Promoters’ background:

MR. A.S.M JAMALUDDIN

CHAIRMAN, BOARD OF DIRECTORS

Mr. A S M Jamaluddin son of Advocate A.S.M Zahirul Huda is the Chairman of Infinity Technology International

Limited (ITIL). He is one of the founder Directors of the ITIL and held the position of Vice Chairman since its inception

in 1993 till 2012. He has a notable contribution in establishing the ITIL as a pioneer in the Information Technology

industry in Bangladesh and brought the ITIL to a strong position in the field of Software production, business and

prospect.

Mr. A S M Jamaluddin was born in 1968 in Khulna District. He graduated in Business Administration (BBA) from

California, U.S.A. He obtained a professional diploma on Computer Information System and a special level training

on production and quality control in Taiwan, R.O.C and in U.S.A and he worked in U.S.A, Malayasia and Thailand.

Mr. Jamaluddin possesses nearly 25 years’ extensive and varied experience in the field of Business on Computers,

Information Technology, Engineering, Renewable Energy, Investment Management and Real Estate Business in the

country and abroad. He is highly skilled and proficient in Planning & Promotion, Production, Project Implementation

and Functional Management. Under his amicable personality and outstanding leadership the ITIL implemented its

quality production of on-line, multi-tasking, multi-user based integrated total banking solution for the largest five

banks of the country and a variety of IT solutions for many institutions and organizations in the public and private

sectors and has established ITIL as a brand name in the IT industry of Bangladesh.

Mr. Jamaluddin is father of a daughter and a son.

MR. KAZI MOHAMMAD RAHMATULLAH

MANAGING DIRECTOR

Mr. Kazi Mohammad Rahmatullah son of Kazi Mohammad Abdullah is the Founder Managing Director of Infinity

Technology International Limited. He is a Bachelor of Business Administration (BBA) and Engineering Science from

the Honolulu University, Hawaii, U.S.A and Alfred State College, Alfred, New York, U. S. A. He was born in Rupgonj

under Narayongonj District in 1965. He is a highly skilled and experienced person in the IT business including

Software Production, Project Design and Planning and Implementation.

Mr. Kazi Mohammad Rahmatullah has a notable contribution in the field of pioneering the introduction,

implementation, development and functioning of computerization and automation system in banking operation in

Bangladesh.

Under his able leadership and with his relentless efforts the company has established the Infinity as a brand name

at home and abroad with Infinity Core Banking Solution (Infinity365), Infinity Banking Solution (IBS), Remit Infinity,

E-Recruitment and other Infinity branded Products.

6

Mr. Kazi Mohammad Rahmatullah is involved in various social activities. He is presently the President of Kazi Abdul

Hamid High School, Rupgonj, Narayongonj, President of 24 Rupgonj Govt. Primary Schools, President of

RupgonjBaitunNurJame Mosque, President of Rupgonj Quaderia Darul Ulum Sunniya Madrassa, President of

Rupgonj Society, Member of Rupgonj Ideal Kintergarden and President Green Darussalam Apartment Owners

Association, Gulshan, Dhaka.

MR. A.S.M ASHRAFUDDIN

DIRECTOR

Mr. A.S.M Ashrafuddin son of Advocate A. S. M Zahirul Huda is the Director of Infinity Technology International

Limited. He is an M.A in General History from the Dhaka University. He was born in 1972 in Dhaka District. He is a

key person in charge of Admin, Finance and Accounting of the company. Under his dynamic leadership Infinity

Technology has successfully implemented Infinity Banking Solution (IBS) in as many as 1200 branches of various

banks from the year 2009 up to 2012. During this period, he has also led the Infinity Training Team to successfully

train up over 5000 bank personnel and successfully handed over each project in line in order to ensure smooth

banking operation.

Mr. Ashrafuddin is involved in various benevolent Social and cultural activities. He has an extra-ordinary organizing

personality. He is the Councilor, Bangladesh Tennis Federation, Dhaka, Vice-President of United District Club (UDC),

Bangladesh, Organizing Secretary of NabarunKrira Chakra- Farmgate, Dhaka and Hon’ble Member of Bangladesh

Computer Samity. He is the father of two daughters.

MR. KAZI MOHAMMAD OBAIDULLAH

DIRECTOR

Mr. Kazi Mohammad Obaidullah son of Kazi Mohammad Abdullah is the Director of Infinity Technology International

Limited. He is a B. Sc. in Computer Science from the Alfred State College, New York, U. S. A. He was born in Rupgonj

under Narayongonj District in 1964.

He is a Director in charge of Software Development of the company. He has an experience of 22 years in Software

Development has IT Proficiency in Operating System, Programming Language, Packages, GUI, Report Design, RDBMS

etc.

Under his active guidance the ITIL developed 1. Infinity Banking Solutions (IBS), 2. Infinity Centralized web based

Remittance Management Solution- Remit Infinity, 3. Infinity on-line banking solution (ABB), 4. ATM Interfacing, 5.

Infinity Centralized web based Reconciliation System (IRS), 6. Infinity Centralized web based Accounting System

(AccPro) for Service, Manufacturing and Retail Business, 7. Infinity e-Recruiting System, 8. Infinity e-Admission

System, 9. Infinity Centralized web based DNA Bank Solution, 10. Infinity Centralized web based Core Banking (CBS)

Infinity-365 and many other software now being used by banks and other institutions.

7

MR. KAZI MOHAMMAD AHSANULLAH, DIRECTOR Mr. Kazi Mohammad Ahsanullah was born in Rupgonj under Narayongonj District in 1973. He is the son of Kazi

Mohammad Abdullah is the Director in charge of Sales and Marketing of Infinity Technology International Limited.

He is a B. Sc. in Science and M. Sc in Statistics from the Dhaka University. He did MBA from the IUB, Dhaka,

Bangladesh. He received diploma in computer Science and training on software development and technology e-

commerce. He has IT Proficiency in Operating System, Programming Language, Packages, GUI, Report Design,

RDBMS etc.

Mr. Kazi Mohammad Ahsanullah is a Oracle certified Professional (OCP), (Developer Track) and Oracle Application

Developer & Web Deployment (Covered Module).

Under his able leadership and inventiveness, the ITIL made an outstanding performance in marketing and sales of

Infinity products. He has an experience of 16 years in this arena. Mr. Kazi Mohammad Ahsanullah is father of two

daughters.

MR. A.S.M KAMALUDDIN DIRECTOR Mr. A S M Kamaluddin son of Advocate A.S.M Zahirul Huda is a Director of Infinity Technology International Limited

(ITIL) in charge of Support Services, Project Implementation, holding a group of technical people and communication

with customers.

He has a rich experience in the field of consultancy services on computerization of big banks and organizations. He

acted as a chief coordinator in the largest data entry project of the government of Bangladesh in connection with

voters ID cards and preparation of voter list. He has an experience of conducting data entry and analysis program

for as many as 8 research organizations where 4,200 questionnaires were entered and processed at UNDP project

for Higher Secondary Education Project in Dhaka.

Mr. A S M Kamaluddin did his MBA from California, U.S.A. He is a hardworking man who contributed a lot in

extending and flourishing the ITIL software business particularly by obtaining repetitive work orders from the

institutional customers by his active perseverance and persuasion.

MR. A. S. M. WALIULLAH INDEPENDENT DIRECTOR Mr. A. S. M. Waliullah, son of Late Abul Hossain, completed his M.Com in Accounting & Finance from Rajshahi

University. He worked in different significant positions on banking sector. He was largely responsible for

implementation of several critical projects of bank. He is a retired banker with 33 years’ of banking experience. He

held the position of General Manager (GM) when he left Agrani Bank Limited of Central Accounts Division, Head

Office, Dhaka.

Mr. A.S.M Waliullah joined the board of Infinity Technology International Limited in the year 2017 as Independent Director.

SABEQUN NAHER INDEPENDENT DIRECTOR Ms. Sabequn Naher, daughter of Mr. A.K.M Saleh Uddin, holds a Master of Social Science (MSS) in national University

of Bangladesh of the year 2001. She is involved in different type of social activities with her own responsibilities.

Sabequn Naher joined the board of Infinity Technology International Limited in the year 2017 as Independent

Director.

8

(g) Capital structure and history of capital raising:

The Company intends to issue 30,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering

(IPO) totaling to Tk. 300,000,000 subject to regulatory approvals.

Particulars No. of Shares Face Value

(Tk.)

Amount in BDT

Authorized Capital 100,000,000 10 1,000,000,000

Before IPO:

Paid-up Capital (A) 30,000,000 10 300,000,000

After IPO:

To be issued through IPO (B) 30,000,000 10 300,000,000

Paid up capital (Post IPO) (A+B) 60,000,000 10 600,000,000

The Company has raised its paid-up capital in following phases:

Particulars of Allotment Date of Allotment Number of Shares Issued Amount of

Shares Capital (BDT) Cash Bonus

Subscription

Subscription to the Memorandum & Articles of Association at the time of Incorporation

100,000 - 1,000,000

First June 28, 2013 9,900,000 99,000,000

Second June 30, 2015 8,000,000 80,000,000

Third November 15, 2015 600,000 6,000,000

Forth November 17, 2015 400,000 4,000,000

Fifth November 19, 2015 600,000 6,000,000

Sixth November 22, 2015 400,000 4,000,000

Seventh (Private Placement) December 07, 2016 1,000,000 10,000,000

Eighth (Private Placement) January 17, 2017 7,400,000 74,000,000

Ninth(Private Placement) April 16, 2017 1,600,000 16,000,000

Total 12,100,000 17,900,000 300,000,000

A special resolution is passed dated 25 February, 2013 and duly certified by the RJSC dated 29 June, 2015 to adopt a new Articles of Association.

By the said special resolution, the face value of company’s share was converted from Tk. 1,000 to Tk. 10.

9

(h) Summary of Valuation Report of Securities:

Sl. No. Valuation Methods Fair Value

(BDT)

Method -01 Net Asset Value (NAV) at historical or Current costs 17.64

Method -02 Historical Earnings based value per share(Considering Avg. Sector P/E) 43.43

Historical Earnings based value per share(Considering Avg. Market P/E) 22.53

Method-03 Yearly Average market price of Similar Stocks 34.83

Source: Page no. 106-110

10

CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION

The condition of BSEC will be inserted after getting the commission’s consent letter.

11

CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES AS PER ANNEXURE-A, B AND C

ANNEXURE‐A

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF INFINITY TECHNOLOGY

INTERNATIONAL LIMITED (ITIL) 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 prospectus to enable the investors to make a

well informed decision for investment.

_____________ sd/___________

MR. A.S.M JAMALUDDIN

CHAIRMAN

BOARD OF DIRECTORS

____________ sd/____________

MR. KAZI MOHAMMAD RAHMATULLAH

MANAGING DIRECTOR

____________sd/____________

MR. A.S.M ASHRAFUDDIN

DIRECTOR

___________ sd/____________

MR. KAZI MOHAMMAD OBAIDULLAH

DIRECTOR

____________ sd/___________

MR. KAZI MOHAMMAD AHSANULLAH

DIRECTOR

____________ sd/__________

MR. A.S.M KAMALUDDIN

DIRECTOR

_________ sd/____________

MR. A.S.M WALIULLAH

INDEPENDENT DIRECTOR

____________ sd/___________

MS. SABEQUN NAHAR


Date: 08 April 2018

12

ANNEXURE-B DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER

(IIDFC Capital Limited) [See rule 4 (1) (d)]

To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 30,000,000 Ordinary Shares of Tk. 300,000,000 by Infinity Technology International 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 red-herring prospectus/

prospectus/information memorandum 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;

13

(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;

(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 red-herring prospectus/ prospectus/ information

memorandum 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 05 (five) years:

Sl. No. Name of the

Issue Issue

Month/Year

Issue Price (Tk.)

Dividend Payment History (Year Wise)

2013 2014 2015 2016 2017

Nil

Sd/-

Place: Dhaka Date: 08-04-2018

Mohammed Saleh Ahmed Chief Executive Officer

IIDFC Capital Limited

14

ANNEXURE - C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (IIDFC Capital Limited)

[See rule 4 (1)(d)] To The Bangladesh Securities and Exchange Commission Sub: Public offer of 30,000,000 Ordinary Shares of Tk. 300,000,000 of Infinity Technology International 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. 600,000,000 (Taka Sixty Crore Only) and we have the capacity to underwrite a total amount of Tk. 3,000,000,000 (Taka Three Hundred Crore Only) as per relevant legal requirements. We have committed to underwrite for up to BDT 35,000,000 (Taka Three Core Fifty Lac) only for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

SI. No. Name of The Company Amount Underwritten (Taka)

1 Mohammed Elias Brothers POY Manufacturing Plant Limited

3,500,000.00

2 AB Bank Limited (Rights Share Offer ) 280,000,000.00 3 Bashundhara Paper Mills Ltd. 25,000,000.00 4 Infinity Technology International Limited 35,000,000.00 5 SK Trims & Industries Limited. 25,000,000.00 6 Popular Pharmaceuticals Limited 10,000,000.00 7 Runner Automobiles Limited 15,000,000.00

Total 393,500,000.00 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/- Mohammed Saleh Ahmed Chief Executive Officer IIDFC Capital Limited Date: 08/ 04/ 2018

15

ANNEXURE - C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (Prime Bank Investment Limited)

[See rule 4 (1)(d)] To The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 30,000,000 Ordinary Shares of Tk. 300,000,000 by Infinity Technology International 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.3,000,000,000.00

(Three Hundred Crore Only) and we have the capacity to underwrite a total amount of Tk. 15,000,000,000

(Taka Fifteen Hundred Crore) as per relevant legal requirements. We have committed to underwrite for up

to Tk. 35,000,000 (Three Crore Fifty Lac Only) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of the Company Amount Underwritten (in BDT)

1. Ashuganj Power Station Company Limited 10,000,000

2. Alliance Holdings Limited 41,250,000

3. GQ Ball Pen Industries Limited 40,200,000

4. Aman Cotton Fibrous Limited 20,000,000

5. Genuity Systems Limited 50,000,000

Total Amount 161,450,000

(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.


Sd/- Md. Tabarak Hossain Bhuiyan Managing Director & CEO Place: Dhaka Date: February 19, 2018

16

ANNEXURE - C DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER

(AIBL Capital Management Limited) [Rule 4 (1) (d)]

To The Bangladesh Securities and Exchange Commission

Sub: PUBLIC OFFER OF 30,000,000 ORDINARY SHARES OF TK. 300,000,000/- OF INFINITY TECHNOLOGY INTERNATIONAL 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.500,000,000 (Taka Fifty Crore only) and we have the capacity to underwrite a total amount of Tk. 2,500,000,000 (Taka Two Hundred and Fifty Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk 10,000,000.00 (Taka One Crore only) for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

Sl. Name of the Company Underwritten (in BDT)

1 Ratanpur Steel Re-Rolling Mills Ltd. 50,000,000.00

2 Silva Pharmaceuticals Limited 25,000,000.00

3 Mohammed Elias Brothers POY Manufacturing Plant Limited 16,000,000.00

4 New Line Clothings Limited. 45,000,000.00

5 Kattali Textile Limited 30,000,000.00

Total 166,000,000.00

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/

Muhammad Husain Ahmad Faruqi Chief Executive Officer AIBL Capital Management Limited Place: Dhaka Date: January 23, 2018

17

ANNEXURE - C DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER

(BD Finance Capital Holdings Limited) [Rule 4 (1) (d)]

To The Bangladesh Securities and Exchange Commission Subject: Public offer of 30,000,000 Ordinary Shares of Tk. 300,000,000 of Infinity Technology International 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 discussion 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. 268,750,000/- (Taka Twenty Six Crore Eighty Seven Lac Fifty Thousand only) and we have the capacity to underwrite a total amount of TK. 1,343,750,000/-(Taka One Hundred Thirty Four Crore Thirty Seven Lac Fifty Thousand Only) as per relevant legal requirements. We have committed to underwrite for up to TK.10, 000,000 /-(Taka One Crore) Only for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us:

Sl Name Of The Company Amount Underwritten(Taka)

1 Bashundhara Paper Mills Ltd 25,000,000.00

2 AB Bank Limited 250,000,000.00

3 Express Insurance Limited 15,000,000.00

Total 290,000,000.00

(c) All information as are relevant to our underwriting decision have been received by us and that draft

prospectus forwarded to the commission has been approved by us; (d) We shall have subscribed 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.


Sd/

Barun Prasad Paul Managing Director & CEO (CC) BD Finance Capital Holdings Limited Date: January 21, 2018

18

ANNEXURE - C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (EXIM Islami Investment Limited)

[Rule 4 (1) (d)] To

The Bangladesh Securities and Exchange Commission

Sub: Public Offer of 30,000,000 Ordinary Shares of Tk. 300,000,000.00 by

Infinity Technology International 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. 1,000,000,000.00 (One Hundred Crore only) and we have the capacity to underwrite a total amount of Tk. 5,000,000,000.00 (Five Hundred Crore only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 15,000,000.00 (One crore fifty lac) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us: (Name of issue and amount underwritten)

Sl. Name of the Company Amount Underwritten (TK.)

1 Metrocem Cement Limited 50,000,000.00

2 Ananda Shipyard & Slipways Limited 18,180,000.00

3 Silva Pharmaceuticals Limited 20,000,000.00

Total 88,180,000.00

(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/

Abu Hena Md. Mohsin Chief Executive Officer EXIM Islami Investment Limited Date: January 22, 2018

19

CHAPTER (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 Infinity Technology International Limited (ITIL)

Date of incorporation December 02, 1993

Commencement of its commercial operations 1994

Company Logo

Registered Office BDBL Bhaban (6th Floor, East) 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215

Other Office (Main Office) House # 675, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216,Bangladesh

Telephone Number +880-02-55011878 +880-02-55011879

Fax Number +880-02-8080990

Contact Person A.S.M. Jamaluddin, Chairman

Website Address www.infinitytechltd.com

E-mail Address [email protected]

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

SL. Name of the Sponsors Position

1 Mr. A.S.M. Shihabuddin Sponsor

2 Mr. A.S.M. Shahabuddin Sponsor

3 Mr. K.M. Barkatullah Sponsor

4 Mr. K.M. Hamidullah Sponsor

5 Ms. Ferdous Sharmina Osman Sponsor

6 Ms. Abeda Parveen Sponsor

SL. Name of the Directors Position

1 Mr. A.S.M. Jamaluddin Chairman

2 Mr. K.M. Rahmatullah Managing Director

3 Mr. A.S.M. Kamaluddin Director

4 Mr. A.S.M. Ashrafuddin Director

5 Mr. K.M. Obaidullah Director

6 Mr. K.M. Ahsanullah Director

http://www.infinitytechltd.com/


20

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:

Name Masih Muhith Haque & Co., Chartered Accountants

Logo

Address Level 13, UTC Building, 8, Panthopoth, Dhaka-1215,Bangladesh

Telephone Number 02 9144357, 02 9130675

Fax Number 02 8119252

Contact Person Masih Malik Chowdhury FCA, Managing Partner

Website address www.masihmuhith.com

E-mail Address [email protected]

d) The name(s) of the stock exchanges where the specified securities are proposed to be listed.

Stock Exchanges

DHAKA STOCK EXCHANGE LIMITED 9/F Motijheel C/A, Dhaka 1000.

Tel: +88-02-9564601 Fax: +88-02-9564727

CHITTAGONG STOCK EXCHANGE LTD.CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100.

Tel: +880-2-9513911-15 Fax: +880-2-9513906

http://www.masihmuhith.com/


21

CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER

Name of the Issuer : Infinity Technology International Limited (ITIL)

Company Logo :

Legal Position : Incorporated in Bangladesh as a Private Limited Company on December 02, 1993.

Date of Incorporation : December 02, 1993

Registration No : C-25068(902)/93

Commencement of business : 1994

Authorized Capital : Authorized Capital – 100,000,000 Ordinary Share of Tk. 10.00 each

Paid-Up Capital : Paid-up Capital- 30,000,000 Ordinary Share of Tk. 10.00 each

Registered Office : BDBL Bhaban (6th Floor, East)12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215

Auditor : Masih Muhith Haque & Co., Chartered Accountants

Manager of Issue : IIDFC Capital Limited

Company Secretary : Md. Monjurul Karim Mojumdar

Banker of the Company : Al-Arafah Islami Bank Limited

: Dutch Bangla Bank Limited

22

CHAPTER (VI): DESCRIPTION OF THE ISSUER

a) Summary:

(i) The summary of the industry and business environment of the Issuer:

Summary of the industry:

"Digital Bangladesh" is an integral part of the government's Vision 2021-which promises a prosperous and equitable

middle-income Bangladesh by its golden jubilee of independence. Honorable Prime Minister Sheikh Hasina has

outlined the Digital Bangladesh having four key priorities: i) developing human resources ready for the digital age;

ii) connecting citizens in the ways most meaningful to them; iii) taking services to citizens' doorsteps; and, iv) making

the private sector and market more productive and competitive through the use of digital technology. ICT is the

backbone of any digital initiative and it covers the vast area of information technology, communication technology

and the telecommunication technology.

Government Support to IT

Government has formulated a roadmap for development in ICT in 2016. The activities are clustered in six

categories: industry, infrastructure, e-governance, human resources development, laboratories and

services.

The roadmap for the industry has set targets to generate 1,000 innovations, raising software export

earnings to $5 billion by 2021, developing an eco-system for the gaming industry etc. Moreover, innovation

and entrepreneurship academies will be set up.

The government has identified 100 aspects of the judiciary where ICT can be harnessed and assist in the

resolution of 3 million cases currently in backlog.

Promote Economic Growth

Bangladesh is now considered to be among the next high prospect destinations in the segment, with

accolades from AT Kearney, Gartner, Goldman Sachs and a host of others.

In budget for FY 2015-16, the tax waiver on income from software and ITES has proposed to be extended

to 2024 from June 30, 2019 now-- in line with the government's Digital Bangladesh vision.

Total earnings of the industry in FY 2015-16 were USD 650 million, out of which exports amounted to USD

151.83 million (source: EPB).

The prospects of the sector have compelled the government of Bangladesh to set a target of USD 1 billion

export earnings by 2018.With current trend of export, capacities and available resources, the target notches

up USD $5 billion by 2021.

The ICT sector has added US$ 400 million to the export income of 2015 alone.

23

In 2016, world's leading management consultancy firm AT Kearney reported that, due to notable growth in

IT outsourcing, business processing outsourcing (BPO) and software development, Bangladesh has secured

22nd place in Global Service Location Index (GSLI)

Significant Achievements

• Bandwidth capacity of submarine cable has been already raised to 200 GBPS from 44.6. Another 1600

GBPS was added by September 2017.

• Approximately, 3, 00,000 IT and ITES professionals with majority IT and other graduates are currently

employed in the industry.

Software and IT Industry at a Glance

• No. of registered Software and ITES Companies: 4,500+

• No. of BASIS Member Companies: 1,031

• Demand for software in the local market: Tk. 3.0 Billion (300 crore)

• No. of IT/ITES Professionals: 3, 00, 000 (appr.)

• Market value Export: US $400+ million (Ministry of Finance)

BASIS estimated Export: US $700 million

Export Trends in Recent Years

Source: EPB

24

(ii) Summary of consolidated financial, operating and other information: As the issuer don’t have any subsidiary company, it is not applicable.

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:

Registered Office

Name Infinity Technology International Limited (ITIL)

Address BDBL Bhaban (6th Floor, East) 12, Kawran Bazar, Dhaka-1215

Telephone Number +880-02-55011878 +880-02-55011879

Fax Number +880-02-8080990

Corporate Office

Name Infinity Technology International Limited (ITIL)

Address House # 675, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216,Bangladesh

Telephone Number +88 02 58070789, +880-4477970410-11,

Fax Number 880-2-8080990 (ii) The board of directors of the issuer:

Sl. No. Name of the Board of Directors Designation

1 Mr. A.S.M. Jamaluddin Chairman


3 Mr. A.S.M. Kamaluddin Director

4 Mr. A.S.M. Ashrafuddin Director

5 Mr. K.M. Obaidullah Director

6 Mr. K.M. Ahsanullah Director

7 Mr. A. S. M. Waliullah Independent Director

8 Ms. Sabequn Nahar 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:

Sl. No.

Name Designation Address Telephone, fax & E-mail address

1 Mr. A.S.M. Jamaluddin Chairman 44/K, Indira Road, Tejgaon, Dhaka-1215

Telephone: 02 58070434, Fax: 02 58070434, E-mail: [email protected]


Road No. 114, House No. 25, Gulshan, Dhaka-1212


3 Mr. A.S.M. Kamaluddin

Director 44/K, Indira Road, Tejgaon, Dhaka-1215


4 Mr. A.S.M. Ashrafuddin

Director 44/K, Indira Road, Tejgaon, Dhaka-1215


5 Mr. K.M. Obaidullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212


6 Mr. K.M. Ahsanullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212





25

(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company secretary, legal advisor, auditors and compliance officer;

Sl. No.

Name Position Address Telephone, fax numbers & E-

mail address

1. Md. Motiar Rahman Chief Financial Officer

(Acting) 38/A, Azimpur, Dhaka.

Cell: +8801913485040, Email: [email protected]

2. Md. Monjurul Karim Mojumdar

Company Secretary & Compliance Officer

70/E Nargis Bhaban, Indira Road, Sher-E-Banglanagar, Dhaka

Cell: +8801716862885, Email: [email protected]

3. Masih Muhith Haque & Co. Auditor Level 13, UTC Building, 8, Panthopoth, Dhaka-1215,Bangladesh


(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;

Sl. No.

Issue Manager Contact Person Telephone, fax numbers, E-mail

address

1 IIDFC Capital Limited Eunoos Trade Center (Level-7), 52-53 Dilkusha C/A, Dhaka-1000.


Tel: +88 02 9514640, +88 02 9514637-8 (Ext. 101)



(vi) The following details of credit rating, where applicable: As per Section 3 of Credit Ratings Companies Rules, 1996, no credit rating report is required for the Company. (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;

Sl. No.

Name Contact Person Telephone & Fax Numbers Website & Email Address

Underwritten Amount In BDT

1. IIDFC Capital Limited Mohammad Saleh Ahmed Chief Executive Officer

Tel: +88 02 9514640, +88 02 9514637-8 (Ext. 101)



35,000,000

2. Prime Bank Investment Limited

Khandoker Raihan Ali FCA VP & CFO

Tel: +88 02 9555674, +88 02 9557688

Fax : +88 02 9559257 Email:[email protected]

Web: http://www.pbil.com.bd

35,000,000

3 AIBL Capital Management Limited


Tel: +88 02 , 9551962, PABX-57160786-7 Fax : +88-02-9575379


10,000,000

4 Exim Islami Investment Limited

Md Mizanur Rahman

Tel: +88 01816323074, Fax : +88-02-9561937


15,000,000

5 BD Finance Capital Holdings Limited

Barun Prasad Paul

Tel: +88 02 9588186-7 Fax : +88-02 9588185


10,000,000

Total 35% of 300,000,000 105,000,000

http://www.iidfc.com/


http://www.pbil.com.bd/



26

b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to

discharge their respective obligations;

As per the Declaration by the underwriters (Chapter III, Due Diligence Certificate of the Underwriters), they are registered with the Bangladesh Securities and Exchange Commission as merchant bankers and eligible to carry out the underwriting activities and have the adequate capacity to underwrite as per relevant legal requirements.

Declaration by the IIDFC Capital Limited

We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 35,000,000 for the upcoming issue 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 the Underwriter:

Sd/- Mohammed Saleh Ahmed Chief Executive Officer IIDFC Capital Limited

Declaration by the Prime Bank Investment Limited


Sd/- Md. Tabarak Hossain Bhuiyan Managing Director & CEO Prime Bank Investment Limited

Declaration by the AIBL Capital Management Limited


Sd/- Muhammad Husain Ahmad Faruqi Managing Director & CEO AIBL Capital Management Limited

Declaration by the EXIM Islami Investment Limited


Sd/- Abu Hena Md. Mohsin Chief Executive Officer EXIM Islami Investment Limited

27

Declaration by the BD Finance Capital Holdings Limited


Sd/- Barun Prasad Paul Managing Director & CEO (CC) BD Finance Capital Holdings Limited

c) Major terms and conditions of the underwriting agreements.

(i) As per the guideline of Bangladesh Securities and Exchange Commission, 35% of Initial Public Offering (IPO)

i.e. 105,000,000 ordinary shares of Tk. 10.00 per share totaling Tk.1,050,000,000 shall have to be

underwritten by the Underwriters, subject to the terms stated as follows:

(ii) The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than

5 (five) weeks from the date of the subscription closer), if any of the following events occur:

(a) Upon closing of the subscription list it is found that the total number of the valid applications is less

than the minimum requirement as specified in the listing regulations of the stock exchanges.

(b) At least 65% of the IPO is not subscribed.

(iii) The Company shall issue 30,000,000 Ordinary Shares of Tk. 10.00 per share for public subscription through

publishing a Prospectus in accordance with the consent of the Bangladesh Securities and Exchange

Commission and the provision of this Agreement.

(iv) Prior to publication of the prospectus, the Company shall have obtained consent from the Bangladesh

Securities and Exchange Commission permitting the issue as described in Article 2.01 and providing for

payment of underwriting commission 0.50% (zero point five zero percent) on the amount underwritten.

(v) If and to the extent that the shares offered to the public by a prospectus authorized hereunder shall not

have been subscribed and paid for in cash in full by the Closing Date, the Company shall within 10 (ten) days

of the closure of subscription call upon the underwriters in writing with a copy of the said writing to the

Bangladesh Securities and Exchange Commission, to subscribe the shares not so subscribed by the closing

date and to pay for in cash in full, inclusive of any premium if applicable, for such unsubscribed shares within

15 (fifteen) days after being called upon to do so. The amount so received shall be credited to the share

subscription account of the Company 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 share subscription account credited.

(vi) In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send

proof of subscription and payment by the underwriters to the Commission. In the case of failure by the

28

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.

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):

Particulars No of Shares Class of

Securities Nominal

Price Issue Price

Amount in BDT

Authorized Capital 100,000,000 Ordinary Share 10.00 10.00 1,000,000,000

Issued, Subscribed and Paid-Up Capital

30,000,000 Ordinary Share 10.00 10.00 300,000,000


Particulars of Allotment Date of Allotment Number of Shares Issued Amount of

Shares Capital (BDT) Cash Bonus

Subscription Subscription to the Memorandum & Articles of Association at the time of Incorporation

100,000 - 1,000,000

First June 28, 2013 9,900,000 99,000,000

Second June 30, 2015 8,000,000 80,000,000

Third November 15, 2015 600,000 6,000,000

Forth November 17, 2015 400,000 4,000,000

Fifth November 19, 2015 600,000 6,000,000

Sixth November 22, 2015 400,000 4,000,000

Seventh (Private Placement) December 07, 2016 1,000,000 10,000,000

Eighth (Private Placement) January 17, 2017 7,400,000 74,000,000

Ninth(Private Placement) April 16, 2017 1,600,000 16,000,000

Total 12,100,000 17,900,000 300,000,000

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

Description Number of Securities Offered

Percentage Breakup of Securities Nominal Value Issue Amount

in BDT

For Eligible Investors 15,000,000 50% Offer price Tk. 10 each 10.00 150,000,000

For General Public 15,000,000 50% Offer price Tk. 10 each 10.00 150,000,000

Total 300,000,000

(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 No. of

Securities Issue Price

Amount in BDT

Paid-up capital before the present issue 30,000,000 10 300,000,000

Paid-up capital after the present issue 60,000,000 10 600,000,000

Paid-up capital after conversion of convertible instruments (if any) N/A

Share premium account before the present issue N/A

Share premium account after the present issue N/A

29

(iv) Category wise shareholding structure with percentage before and after the present issue and after

conversion of convertible instruments (if any);

Category wise shareholding structure with percentage before and after the present issue and after conversion of

convertible instruments (if any) as follows:

SL. No.

Category of Shareholders No. of Ordinary Shares Hold Percentage of Holding After conversion

Pre‐IPO Post‐IPO Pre‐IPO Post‐IPO Pre‐IPO Post‐IPO

1 Directors & Sponsors 18,740,000 18,740,000 62.46% 31.23%

N/A N/A

2 Other than Directors & Sponsors 11,260,000 11,260,000 37.54% 18.77%

3 Eligible investor (EI)

EI excluding mutual funds & CIS

- 12,000,000 - 20.00%

Mutual Funds and CIS

- 3,000,000 - 5.00%

4 General Public (GP)

NRB - 3,000,000 - 5.00%

GP excluding NRB*

- 12,000,000 - 20.00%

Total 30,000,000 60,000,000 100% 100% - -

The Company has no convertible instruments.

30

(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, reasons for the issue and whether any benefits have been

accrued to the issuer out of the issue

S/N List of Shareholders Relationship

with the issuer

Allotment at 1st

Bonus (99 for 1) on

28.06.2013

Allotment at 2nd

Bonus (8 for 10) on

30.06.2015

Reasons for the issue

Consideration & Valuation

Benefits from the

issue

Issue Price

1 Mr. A.S.M. Jamaluddin Chairman 693,000 560,000

Dis

trib

uti

on

of

Acc

um

ula

ted

Pro

fit

Oth

er t

han

Cas

h (

Bo

nu

s)

Enh

ance

men

t o

f C

apit

al B

ase

and

Re

-in

vest

me

nt

10

/=


693,000 560,000

3 Mr. A.S.M. Ashrafuddin Director 693,000 560,000

4 Mr. K.M. Obaidullah Director 693,000 560,000

5 Mr. A.S.M. Kamaluddin Director 693,000 560,000

6 Mr. K.M. Ahsanullah Director 693,000 560,000

7 Mr. A.S.M. Shihabuddin Sponsors 693,000 560,000

8 Mr. K.M. Barkatullah Sponsors 693,000 560,000

9 Mr. A.S.M. Shahabuddin Sponsors 693,000 560,000

10 Mr. K.M. Hamidullah Sponsors 693,000 560,000

11 FerdousSharmina Osman Sponsors 1,138,500 920,000

12 AbedaParveen Sponsors 1,138,500 920,000

13 GaziMunibur Rahman Shareholder 198,000 160,000

14 Ruby Ahmed Shareholder 99,000 80,000

15 Saima Ahmed Shareholder 99,000 80,000

16 Asif Ahmed Shareholder 99,000 80,000

17 Nasiha Ahmed Shareholder 99,000 80,000

18 Hemayet Uddin Ahmed Shareholder 29,700 24,000

19 MahbubAnam Shareholder 19,800 16,000

20 Salahuddin M Abdullah Shareholder 19,800 16,000

21 Tripti Rani Ghosh Shareholder 29,700 24,000

Total 9,900,000 8,000,000

(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of

such scheme and shares allotted;

The Company has not issued any shares in terms of 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 has not issued any equity shares under one or more employee stock option schemes.

(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 Company 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;

31

The Company has no such decision or intention, negotiation and consideration 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.

(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;

S/N

List of Shareholders

No. of Share of Tk. 1000 each No. of Share of Tk. 10 each

Pre IPO %

Post IPO %

Locked-in

Year(s) at

incorporation

Transfer on

10.02.2013

Balance

Balance after

change of denominati

on to Tk. 10 each on 10.02.2013

Allotment at 1st

Bonus (99 for 1) on

28.06.2013

Allotment at 2nd

Bonus (8 for 10) on 30.06.201

5

Right Shares at par Tk.10 each for

cash 15.11.20

15, 17.11.20

15, 19.11.20

15 & 22.11.20

15

Placement Shares at par Tk.10 each for

cash 07.12.2016

, 17.01.2017

& 16.04.2017

Total Share

1 Mr. A.S.M. Kamaluddin

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

2 Mr. A.S.M. Jamaluddin

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

3 Mr. A.S.M. Ashrafuddin

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

4 Mr. A.S.M. Shihabuddin

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

5 Mr. A.S.M. Shahabuddin

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

6 Mr. K.M. Rahmatullah

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

7 Mr. K.M. Barkatullah

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

8 Mr. K.M. Obaidullah

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

9 Mr. K.M. Ahsanullah

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

10 Mr. K.M. Hamidullah

100 -30 70 7,000 693,000 560,000 200,000 - 1,460,000 4.87% 2.43% 3 Years

11 FerdousSharmina Osman

- 115 115 11,500 1,138,500 920,000 - - 2,070,000 6.90% 3.45% 3 Years

12 AbedaParveen

- 115 115 11,500 1,138,500 920,000 - - 2,070,000 6.90% 3.45% 3 Years

13 GaziMunibur Rahman

- 20 20 2,000 198,000 160,000 - - 360,000 1.20% 0.60% 1 Year

14 Ruby Ahmed - 10 10 1,000 99,000 80,000 - - 180,000 0.60% 0.30% 1 Year

15 Saima Ahmed - 10 10 1,000 99,000 80,000 - - 180,000 0.60% 0.30% 1 Year

16 Asif Ahmed - 10 10 1,000 99,000 80,000 - - 180,000 0.60% 0.30% 1 Year

17 Nasiha Ahmed

- 10 10 1,000 99,000 80,000 - - 180,000 0.60% 0.30% 1 Year

18 Hemayet Uddin Ahmed

- 3 3 300 29,700 24,000 - - 54,000 0.18% 0.09% 1 Year

19 MahbubAnam - 2 2 200 19,800 16,000 - - 36,000 0.12% 0.06% 1 Year

20 Salahuddin M Abdullah

- 2 2 200 19,800 16,000 - - 36,000 0.12% 0.06% 1 Year

21 Tripti Rani Ghosh

- 3 3 300 29,700 24,000 - - 54,000 0.18% 0.09% 1 Year

22

ABACI Investments Limited (MDA)

- - - - - - - 1,200,000 1,200,000 4.00% 2.00% 1 Year

23 BMSL Investments Limited

- - - - - - - 800,000 800,000 2.67% 1.33% 1 Year

24 Md. Mazharul Islam Chowdhury

- - - - - - - 50,000 50,000 0.17% 0.08% 1 Year

32

25 Prilink Securities Ltd.

- - - - - - - 100,000 100,000 0.33% 0.17% 1 Year

26 Farida Banu - - - - - - - 200,000 200,000 0.67% 0.33% 1 Year

27 Dr. Md. Abu Syed Tito

- - - - - - - 300,000 300,000 1.00% 0.50% 1 Year

28 Dr. Md. Zahirul Islam

- - - - - - - 100,000 100,000 0.33% 0.17% 1 Year

29 Md. Gias Uddin

- - - - - - - 50,000 50,000 0.17% 0.08% 1 Year

30

BD Finance Capital Holdings Limited

- - - - - - - 500,000 500,000 1.67% 0.83% 1 Year

31 Md. Habibur Rahman

- - - - - - - 250,000 250,000 0.83% 0.42% 1 Year

32 A.N.M Yeahea - - - - - - - 500,000 500,000 1.67% 0.83% 1 Year

33 Haseeb Ahmed

- - - - - - - 250,000 250,000 0.83% 0.42% 1 Year

34 Azmat Niaz - - - - - - - 250,000 250,000 0.83% 0.42% 1 Year

35 Bangladesh Ship Breaking Ltd.

- - - - - - - 500,000 500,000 1.67% 0.83% 1 Year

36 Al-Haj Abdul Malek Mollah

- - - - - - - 250,000 250,000 0.83% 0.42% 1 Year

37 Shegufta Rahman Prima

- - - - - - - 250,000 250,000 0.83% 0.42% 1 Year

38 Rukhna Rahman Tasha

- - - - - - - 250,000 250,000 0.83% 0.42% 1 Year

39 Mr. Salim Rahman

- - - - - - - 500,000 500,000 1.67% 0.83% 1 Year

40 Abdus Samad - - - - - - - 1,000,000 1,000,000 3.33% 1.67% 1 Year

41 Mr. Proshanta Kumar Halder

- - - - - - - 1,000,000 1,000,000 3.33% 1.67% 1 Year

42 Dr. Shafinaz Islam

- - - - - - - 300,000 300,000 1.00% 0.50% 1 Year

43 Md. Mamunur Rashid

- - - - - - - 100,000 100,000 0.33% 0.17% 1 Year

44 IIDFC Securities Limited

- - - - - - - 100,000 100,000 0.33% 0.17% 1 Year

45 Parkway Holdings Ltd.

- - - - - - - 100,000 100,000 0.33% 0.17% 1 Year

46 Md. Mustafa - - - - - - - 150,000 150,000 0.50% 0.25% 1 Year

47 Nusrat Hafiz - - - - - - - 50,000 50,000 0.17% 0.08% 1 Year

48 Dr.Mohammad Shariful Islam

- - - - - - - 50,000 50,000 0.17% 0.08% 1 Year

49 Dr.A.K.M.Masud

- - - - - - - 50,000 50,000 0.17% 0.08% 1 Year

50 Dr.Md.Mostofa Akbar

- - - - - - - 20,000 20,000 0.07% 0.03% 1 Year

51 Md. Shah Alam Mirdha

- - - - - - - 20,000 20,000 0.07% 0.03% 1 Year

52 Aninda Iqbal - - - - - - - 20,000 20,000 0.07% 0.03% 1 Year

53 Kazi Amira Hossain

- - - - - - - 50,000 50,000 0.17% 0.08% 1 Year

54 Md. Shahidullah (Shyamol)

- - - - - - - 280,000 280,000 0.93% 0.47% 1 Year

55 Subir Mohajan

- - - - - - - 20,000 20,000 0.07% 0.03% 1 Year

56 Soumen Saha - - - - - - - 55,000 55,000 0.18% 0.09% 1 Year

57 Md. Abdul Halim

- - - - - - - 25,000 25,000 0.08% 0.04% 1 Year

58 Mohammad Tanvirul Islam

- - - - - - - 310,000 310,000 1.03% 0.52% 1 Year

Total 100,000 9,900,000 8,000,000 2,000,000 10,000,000 30,000,000 100.00%

33

(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 prospectus;

There was no such purchase or sale or otherwise transfer by the sponsor and/or by the directors of ITIL and

their related parties within six months immediate preceding the date of filing the prospectus.

(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;

Name Address Type of

Ownership

No. of Share

Holdings

Percentage (%) of

Shareholdings (Pre-IPO)

Percentage (%) of

Shareholdings (Post-IPO)

Ms. Ferdous Sharmina Osman

44/K, Indira Road, Tejgaon, Dhaka-1215

Sponsor Shareholder

2,070,000 6.90% 3.45%

Ms. Abeda Parveen Road No. 114, House No. 25, Gulshan, Dhaka-1212

Sponsor Shareholder

2,070,000 6.90% 3.45%

(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.

There is no officer holding any securities 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;

Fact Sheet

Date & Place of Incorporation December 02, 1993, Dhaka, Bangladesh

Date & Place of Commencement 1994, Dhaka, Bangladesh

Nature of the business

The Company operates in a Hi-tech industry with assembling and manufacturing, repair and maintenance facilities, consultancy and learning centers (Training Institute), warranty and a service network facilities and marketing operations.

(ii) Location of the project;

Name of the Issuer Infinity Technology International Limited (ITIL)

Registered Office BDBL Bhaban (6th Floor, East), 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215

Corporate Office House # 675, (3rd Floor), Road # 10,Mirpur DOHS, Dhaka-1216,Bangladesh

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

Infinity Technology International Limited is supported by modern machineries and the management is

highly capable, qualified and experienced. Inspired by the dynamic leadership of the management of the

company, this team of competent professionals are filled with zeal and dedication to leave no stone

unturned for achievement of their common goal complete customer's satisfaction.

34

(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.

Related to formation of the company:

Date of Incorporation: December 02, 1993

Conversion of Private to Public Limited Company: February 25, 2013

(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:

Name of Principal Products Market for the Products & Services

1. Infinity Core Banking Solution (Infinity 365, CBS) Banking Sector (Local Market)

2. Infinity Banking Solution (IBS)

3. Payment Gateway & Remittance Solution (Remit Infinity)

Banking Sector (Local and Export Market)

4. Infinity Enterprise Resource Planning (ERP) Large enterprises in manufacturing and commercial sector (Local Market)

5. Infinity Reconciliation System Banking Sector (Local Market)

6. Infinity DNA Bank Solution

Medical Laboratories (Local Market) 7. StarLIMS Software (Abbott Informatics)

8. Genoproof 2 & Genoproof 3 (Qualitype GmbH)

9. Infinity SMS Banking Solution

Banking Sector (Local Market) 10. Infinity Online Banking Solution (ABB)

11. Infinity ATM Solution

12. Infinity Centralized SME Banking Solution

13. Infinity e-Recruitment System Human Resource Management (Local Market)

14. Infinity e-Admission System Education Sector (Local Market)

15. Infinity Sanction Screening Solution SME Sector in Banking Sector (Local Market)

1. Infinity Core Banking Solution (CBS):

Banking business has evolved over a period and grown exponentially encompassing an entire gamut of products

and transactions under a wide umbrella. All such activities undertaken by a bank is called Core Banking.

"Centralized Online Real-time Exchange". This basically means that all the bank's branches access applications

from centralized datacenters. This means that the deposits made are reflected immediately on the bank's

servers and the customer can withdraw the deposited money from any of the bank's branches throughout the

world. These applications now also have the capability to address the needs of corporate customers, providing

a comprehensive banking solution.

Our CBS are banking applications on a platform enabling a phased, strategic approach that lets people improve

operations, reduce costs, and prepare for growth. Implementing a modular, component-based enterprise

solution ensures strong integration with your existing technologies. An overall service-oriented-architecture

(SOA) helps banks reduce the risk that can result from multiple data entries and out-of-date information,

increase management approval, and avoid the potential disruption to business caused by replacing entire

systems.

It should be mentioned that, we had started upgrading the software for CBS investing our 20 years of Banking

and IT experience. It is highly Parameterized, Secured, Robust, Industry Standard, state-of the-art Browser Based

35

Real Time Online Core Banking Solution to serve not only all the present-day demand of your bank but also to

guide the bank to extend its business and to enhance profitability. It has got all the capacity to compete with

any foreign or local origin CBS. In fact, “Infinity-365’’ has got an edge over other CBS in respect of its

technological advancement, features, easiness, cost effectiveness and own on-site development environment.

2. Infinity Banking Solutions (IBS)

Infinity has developed banking application software named Infinity Banking Solutions (IBS). This is a complete

solution for the banking industry in Bangladesh. The Research and Development cell of the organization is

working constantly to update the software technology to meet the changing requirements of the banking

solutions.

The software is user-friendly and online help is available for all fields. The software maintains complete cash

control for each teller, in case of the user is a teller. It prompts the user for all kind of incorrect entries and offers

error-message for the corresponding error. User can retrieve information regarding an account holder; even the

teller does not know the whole name of the client.

ITIL’s developed integrated branch banking application software ‘Infinity Banking Solutions (IBS) is now

successfully running at 326 branches of Agrani Bank Ltd. 302 branches of Sonali Bank Ltd. 528 Branch of Rupali

Bank Ltd. 19 branches of Janata Bank Ltd. 32 branches of Bangladesh Development Bank Ltd. 378 branches of

Rajshahi Krishi Unnayan Bank and 52 Branches of Bangladesh Krishi Bank, the largest six nationalized banks in

Bangladesh. The software is developed on the state of art Microsoft Technologies as well as on both Oracle and

MSSQL database platform and all modern banking features are now being incorporated in Infinity Baking

Solutions (IBS) to develop this as an international standard core banking application software.


Remit Infinity is a web-based remittance business management software developed by Infinity Technology

International Ltd. back in 2004. It has been designed to automate the entire process of remittance business

starting from fund transferring to fund distribution. Remit Infinity is superior to other vendor's solution because

of the fact that it has the unique facility of maintaining entire back office data like GL transaction, GL Ledger,

Cash book, Trial balance etc. and thus makes our customer more confidence on our solution.

Another Important aspect of 'REMIT INFINITY' is its flexibility in accommodating new compliance issue. So when

central banks of remitter's/ beneficiary's countries impose new compliance issues or made any changes/ new

requirements in remittance business, 'REMIT INFINITY' can very quickly and easily address those compliances

issue/ requirements. Thus, users of REMIT INFINITY are in a comfortable position to continue their business with

new compliances/ requirements without any delay or hassle.

4. Infinity Enterprise Resource Planning (ERP)

ERP is business management software—typically a suite of integrated applications—that an organization can

use to collect, store, manage and interpret data from various type of business activities. Depending on

organization category, administrative structure and size of the organization, the ERP solution of an organization

will be different. The basic concept of ERP is to categorize the functional activities of organization and prepare

application for operation. All applications are integrated to each other to prepare strategic information for the

management. With having 22 years of experience in Information Technology and based on the Tender Schedule

we have prepared this proposal for your Organization.

5. Infinity Reconciliation System

Infinity Reconciliation System automates and standardizes the reconciliation process of inter-branch

transactions of a bank. It drives accuracy in the financial close by providing accountants with a streamlined

method to verify the correctness and appropriateness of their balance sheets. The application provides an

36

intuitive workspace in which accountants can quickly compare data, investigate discrepancies, attach supporting

documentation and take required actions. This is a web-based solution currently used by Agrani Bank and

RAKUB.


DNA Data Bank is a modern web-based application designed and developed by Infinity Technology International

Ltd. using HTMLS, CSS 3, Java Script and PHP as programming language. At server end there is a My SQL

Relational Database. Purpose of the DNA Data bank solution is to store DNA profile data for autosomal, y-star

or mitochondrial DNA for investigation of ongoing cases and future reference and matching by the investigation

authorities. It is sensitive forensic tool used for various investigation purposes.

DNA Data Bank is developed to serve all the purposes that a CODIS compliant Lab may require to support DNA

evidence-based case investigation, like

7. StarLIMS Software (Abbott Informatics)

Powered by the latest technologies, Abbott Informatics-STARLIMS provides real-time access to your data

anywhere and anytime. As your industry evolves, your lab is tasked with managing larger volumes of data and

stricter regulations, as well as experiencing increased pressures for higher quality and greater efficiencies. Turn

to a dependable technology partner who will not only help you overcome these challenges, but will also harness

your data’s potential by turning it into actionable information for your organization. Configurable tools help

your lab to manage complex testing and workflows, and facilitate automated processes and calculations, that

increase efficiency and mitigate errors.

8. GenoProof 2 & GenoProof 3 (Qualitype GmbH)

GenoProof is Qulitype GmbH’s established renowned scientific evaluation software for generation of parentage

expertises, kinship analyses and population studies. It covers the entire evaluation process from raw data

analysis to biostatistical calculations and reporting. You can start working with GenoProof directly with data

from your sequencer, so there is no need for any additional software.


This service is used by banks and financial institutions to send messages (also called notifications or alerts) to

customers’ mobile phones using SMS messaging, or a service provided by them which enables its customers to

know details about their transactions or to perform some financial transactions using SMS.

10. Infinity Online Banking Solution (ABB)

The ABB application facilitates upload of Signatures, Photographs and Customer Transaction Information. This

application is an interface between the Core Banking solution and the ABB application. All the ABB Transactions

that are done over the branch counter will be entered through this module and upon authorization, the ABB

application transaction.


It is a facility that provides ATM card holders to conduct various transactions through simplified defined

functions. It may be used for balance enquiry, withdrawing money, fund transfer to other bank accounts etc.


Small and Medium Enterprises (SME) Banking Solution is an online based software where all Branches and Head

Office are connected with Head office. Head office and Branches are well managed Secured, Flexible,

customizable, parameterized, Tracking of every loan & user activities. This is a fully customized solution designed

for efficient management of the SME Banking process for any SME/Micro-Credit Bank. The system provides

37

complete range of solution required for SME Banking procedure. The solution enables every division to do loan

monitoring activities faster, easier and secured. Currently 45 branches of Agrani SME Financing Company Ltd. is

successfully operating with Infinity SME Banking Solution.

13. Infinity e-Recruitment System

Infinity e-Recruitment system is a web-based solution for initiation and administration of recruitment process

of an organization electronically. This is a fully customized solution designed to efficiently manage the

Recruitment Process of various positions for any organization. The system provides complete range of solution

required for recruitment procedure. The solution enables the HR department to make the recruitment process

faster, easier and transparent. It also significantly cut the recruitment cost and time.

14. Infinity e-Admission System

Infinity e-Admission System is a fully customized solution designed to efficiently manage entire admission

process. The solution enables the educational organization to make the admission Process faster, easier and

transparent. It also significantly cut the Admission cost and time.

15. Infinity Sanction Screening Solution

Infinity Sanction Screening Solution (i-sss) is a web based online solution developed by Infinity Technology

International Limited (ITIL) for Screening sanction Lists of regulatory bodies like Security Council of UN,OFAC,

OSFI, AUSTRAC etc. working on anti-money laundering and combating terrorist financing.

(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;

Following services account for more than 10% of each year’s revenue and the value contribution of each

services to the total revenue for a year.

(As per audited accounts)

Year Particulars ERP IBS Remit Others Total

2016-2017 Revenue (in BDT) 18,881,415 35,766,018 9,681,506 22,951,722 87,280,662 Value Contribution (% of Total Sales)

21.63% 40.98% 11.09% 26.30% 100.00%

2015-2016

Revenue (in BDT) N/A 68,396,336 8,125,884 27,247,950 103,770,170 Value Contribution (% of Total Sales)

N/A 65.91% 7.83% 26.26% 100.00%

(vii) Description of associates, subsidiary and holding company of the issuer and core areas of business

thereof;

The Company has no associates, subsidiary and holding company.

(viii) How the products or services are distributed with details of the distribution channel. Export

possibilities and export obligations, if any;

The Company makes direct sales to banks and enterprises and customizes according to their requirements.

Additional modules are sometimes required by the enterprises which is integrated to the software supplied.

One of our software named “Remit Infinity” were sold to exchange houses in Canada, UK, Malaysia, Singapore

and Australia at the request of our banks’ clients. The revenue derived from these sales are received in foreign

38

currency and treated as export which is continually increasing. ITIL has targeted exchange houses in Middle

East and as such foreign sales from this software is likely to increase rapidly in future.

Service and Support

ITIL maintains four dedicated teams for after sales support comprising of more than one hundred and twenty technical personnel spreading over sixty-four district headquarters across the country.

The service and support teams are:

System Development Team

Help Desk Team

Support and Troubleshooting Team

Installation and Up-gradation Team

39

40

(ix) Competitive conditions in business with names, percentage and volume of market shares of

major competitors;

Following are the leading players of Bangladesh IT industry. A short note on each of them follows:

Company Overview

Flora Limited

Flora Limited is a well reputed legendary IT pioneer in Bangladesh. The Journey of this IT awareness incepted since 1st April 1972. A vast experience of 42 years surrounds the name of Flora Limited with great success in Retail, Distribution & Corporate sales segment. Since the beginning of journey Flora Limited have catered a vast range of world renowned ICT brands phase by phase in our portfolio to disseminate office automation. 33 retail sales point exhibits all our brands to the end customers even in the remote areas of the country.

Desktop Computer Connection Limited

Desktop Computer Connection Ltd. (Desktop) was established in 1991 and within few years time the company emerged as a leading Systems Integrator to provide total IT solutions especially to the corporate clients. In 1992 Desktop was appointed as the Authorized Dealer of world’s number One PC Brand Compaq and since then Compaq is established as the Premium PC brand in Bangladesh. Beside Compaq, Desktop gradually became the direct Business Partner of world leading IT companies like HP, APC, 3Com, Cisco, Microsoft, Scala, Infocus, Data products, IBM etc.

Beximco Computers Limited

One of the leading Information Technology (IT) Companies in Bangladesh engaged in Software Development and System Integration, specially Development of Banking Application Software, IT Solution Provider including maintenance of Hardware & Consultancy.

LEADS Corporation Limited

Since 1992, LEADS Corporation Limited has been supporting clients nationwide in managing the evolving role of information technology in business. As a strategic business partner, we provide diversified Information Technology solutions and services that solve our clients' business objectives. Services and solutions include custom application software development, network engineering, plastic card personalization, and delivery installation of PCs, Servers, POS, and ATMs.

As information of market share of these competitors are not available, we are unable to mention percentage and

volume of market shares of the same.

41

(x) Sources and availability of raw materials, names and addresses of the principal suppliers and

contingency plan in case of any disruption;

Since Infinity Technology International Limited is a software company specialized in providing software

solution services, the nature of business does not call for raw materials and principal supplier in that kind.

(xi) Sources of, and requirement for, power, gas and water; or any other utilities and contingency

plan in case of any disruption;

All required utility facilities are available at both the offices and those are stated below:

Sl. No. Item Sources Requirements/Remarks

1 Power (Electricity) DESCO, DPDCL and PDB Limited use

2 Water WASA and natural sources Not required

3 Gas Not required Not required

The Company has heavy duty Uninterrupted Power Supply (UPS) and also has generator facilities from the

rented premises against power (electricity) disruption.

(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 amount and percentage

thereof;

Name of Customer

Revenue 2016-2017

% of Total Revenue

Address Telephone No. Web Address E-Mail Fax No.

Agrani Bank Ltd.

24,585,971 28.17% 9/D Dilkusha C/A,

Dhaka-1000.

02-9566153-54, 9566160-69, 9566074-75.

www.agranibank.org

[email protected]

(+88-02) 9562346, 9563662

Rupali Bank Ltd.

21,285,842 24.39% RupaliBhaban, 34,

Dilkusha C/A, Dhaka- 1000.

02-9551624-25, 02-9551525, 02-9552184.

www.rupalibank.org

[email protected]

(+88-02) 9564148, 9552671

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from

whom the issuer purchases 10% or more of its raw material or finished goods with amount and

percentage thereof; The company has no such supplier from whom the issuer purchases 10% or more of its raw material or finished

goods with amount and percentage

(xiv) 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 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

CEO or MD, CFO and Chairman on behalf of Board of Directors;

Declaration regarding contract with principal suppliers or customers

We, on behalf of the Board of Directors, certify that The Infinity Technology International Limited did not enter into any

contract with its principal suppliers but with customers.

Sd/- Sd/- Sd/- MR. A.S.M JAMALUDDIN MR. Kazi Mohammad Rahmatullah Md. Motiar Rahman CHAIRMAN MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

http://www.agranibank.org/

http://www.agranibank.org/



http://www.rupalibank.org/

http://www.rupalibank.org/



42

(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue,

renewal and expiry dates;

As per Legal

Particulars License Issuer/Issuing

Authority Certificate/License

No. Issue Date

Renewal Date

Expiry Date

Certificate of Incorporation

Register Joint Stock Companies and Firms, Bangladesh

C-25068(902)/93 02 Dec, 1993 N/A N/A

TIN Certificate National Board of Revenue, Bangladesh

482093282037 01 Jan, 2014 N/A N/A

VAT Certificate Customs, Excise and VAT Commissionerate, Bangladesh

19011059110 15 Jul, 2013 N/A N/A

Trade License Dhaka South City Corporation

02011122 22 Jul, 2013 2017 2018


Bangladesh Computer Samity

40 21 March, 2017 N/A 31-Dec-2018


Bangladesh Association of Software & Information Services

G063 - 31-Dec-2018

Certificate of Registration

ISOQAR 13255 10-Aug-2015 - 10-Aug-2018

(xvi) Description of any material patents, trademarks, licenses or royalty agreements;

No such agreement exists either to pay or receive benefits for these Intellectual Property Right (IPR).

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

The company’s total information and number of full-time employees are mentioned below:

Particulars Total

Full-time

HR, Admin, Mkt, Support Services & Accounts 35

68 Project 9

Software Dev. 24

Contract Basis

Consultant 3

375 Project 22

Software Dev. 350

Total 443

(xviii) A brief description of business strategy;

Until 2014, ITIL had been providing service to banking sector alone. The Company realized the high risk

potential of the situation particularly in view of the fact that all the banks became inclined to buy foreign

software.

The management adopted the strategy of diversification. The Company started developing and marketing ERP

Solutions. This strategy has been quite effective as the revenue from ERP solution is the second highest during

the current year.

43

Collaborative approach was taken towards jobs: two or more vendors with synergetic core competencies

joined together to provide the whole range of the service to the clients. This approach also looks promising.

This allows us to concentrate on our core competencies for excellence.

(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, rationale to achieve the projected levels.

Installed Capacity & Utilization

Since Infinity Technology International Limited is a service oriented business therefore above mentioned

information is not applicable for the Company. However, our products are sold directly to individual Customers and

then customized for them. Software production capacity and capacity utilization cannot be determined in the

ordinary sense of the term. Customization requirements are determined and then required developers are assigned

to the job. If required skilled developers are hired on temporary basis or the modular development is outsourced.

e) Description of the Property

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

condition thereof;

Amount in BDT

(As per audited accounts)

SL Name of the Assets W.D.V as at W.D.V as at

31-December-'17 30-June'17

1 Computer and accessories 3,722,098 4,135,664

2 Electrical equipment 1,472,577 1,550,081

3 Electric installation 394,761 438,623

4 Furniture and fixtures 1,686,625 1,775,395

5 Office decoration 3,964,733 4,173,403

6 Office equipment 1,440,192 1,515,992

7 Server 4,024,251 4,599,144

Total 16,705,237 18,188,302

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

The Company has no leasehold property.

(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;

The company doesn’t own any land till date.

44

(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;

The company has a contract to buy 6 plots of 10 kathas each at a price fixed at Tk.20 lacs per katha (Project Name:

“Anirban Dhaleswary City”) located at Mouja: Balurchar, P/S: Shirajdikhan, District: Munshigonj on Dhaka-Mawa

road for a total consideration of Tk.12 crores. An advance of Tk.4.50 crores has been paid to the owner of the land

M/s Anirban Housing (Pvt.) Limited from the resource of ITIL. As of today 2 plots of 10 kathas each valued at Tk.4.00

crores is under the process of mutation and transfer (registration) in the name of ITIL. Balance of the advance to the

land vendor i.e Tk.50 lacs shall remain as advance for the contracted other 4 plots of land valuing Tk.8.00 crores. The

existing contract is also being extended for handover, transfer and registration to 2021 providing, for among others,

payment of Tk.7.50 crores (consideration money) in 2020 and later so that no part of IPO proceeds is utilized for

land purchase.

None of the sellers of land has any relationship with the Directors or Sponsors executive of ITIL.

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

The Company does not own any land till date.

(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;

The company does not have any mortgage or other type of charge on the property that it owns.

(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 does not have any lease hold property.

45

(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when

purchased, country of origin, useful economic life at purchase and remaining economic life, purchase price and

written down value;

S/N

Name of Equipment

No. of Qty

Date of Purchas

e Name of Supplier Location Address of Supplier

Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life

Total Purchase Price with

Other Cost* (Amount in

BDT)

Written Down Value

(Amount in BDT)

1 Router 2 14-May-

13 A to Z Computer

Mirpur DOHS

28/A-1, Toyenbee Circulars Road, Motijheel, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/01 5 1 7,200 761

2 Laptop 1 6-Jun-13 Intimacy Computer & Solutions

Mirpur DOHS

203/2 Culvart Road, Motijheel C/A, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-01/LT/01

5 1 40,000 4,734

3 Laptop 2 2-Jul-13 Intimacy Computer & Solutions

Mirpur DOHS


31-Oct-17

Brand New


5 1 65,000 8,619

4 Desktop 1 10-Aug-

13 Smart Technologies (BD) Ltd.

Mirpur DOHS

Yakub South Center 67/D, Mirpur Road, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-02/DT/01

5 1 44,000 6,775

5 Router 1 26-Aug-

13 Logitech Computers

Mirpur DOHS

SR-309, IDB Bhaban, Dhaka.,

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/02 5 1 3,400 553

6 Router 1 5-Sep-13 Multiview Computer

Mirpur DOHS

236 Elephant Road, Seltech, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/03 5 1 3,000 505

7 UPS 2 4-Nov-

13 A to Z Computer

Mirpur DOHS

28/1-A, Toyenbee Circular, Motijheel, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

12/UP/01 5 1 10,200 2,051

8 Printer 1 13-Nov-

13 Multilink

Mirpur DOHS

71, Motijheel C/A, Dhaka. 31-Oct-

17 Brand New

China ITIL/C.A-05/PR/01

5 1 7,700 1,586

9 Printer 1 18-Nov-

13 A to Z Computer

Mirpur DOHS


31-Oct-17

Brand New


5 1 7,800 1,628

10 Desktop 1 6-Dec-13 Spark Technologies. Mirpur DOHS

L-6, Block-D, Shop-99, Bashundhara City Shoping

Complex, Dhaka.

31-Oct-17

Brand New


5 1 33,000 7,215

11 Desktop 1 15-Dec-


Mirpur DOHS


31-Oct-17

Brand New


5 1 51,500 11,513

12 Laptop 1 22-Dec-

13 Intimacy Computer & Solutions

Mirpur DOHS


31-Oct-17

Brand New


5 1 51,500 11,711


13 Mridula Computer & Accessories

Mirpur DOHS

Gause Pak Bhaban, 28/G/1, Toyenbee Circular Road,

Dhaka.,

31-Oct-17

Brand New


5 1 30,000 6,888

14 Desktop 1 3-Jan-14 A.B Electronics Mirpur DOHS

Level#5, Block#B, Bashundhara C. Center,

Dhaka.

31-Oct-17

Brand New


5 2 34,000 7,955

46

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

15 Desktop 1 3-Jan-14 A.B Electronics Mirpur DOHS

Level#5, Block#B, Bashundhara C. Center,

Dhaka.

31-Oct-17

Brand New


5 2 31,000 7,253

16 Laptop 1 4-Jan-14 Al-Madina Gadget Shop

Mirpur DOHS

3/5, Eastern Kamalpur, Dhaka.

31-Oct-17

Brand New


5 2 34,000 7,974

17 Monitor 1 6-Jan-14 Intimacy Computer & Solutions

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

04/MO/01 5 2 8,000 1,885

18 Router 1 12-Jan-

14 ABACUS

Mirpur DOHS

28/G/B, toyenbee Circular Road, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/04 5 2 2,500 597

19 Desktop 2 19-Feb-

14 A to Z Computer

Mirpur DOHS


31-Oct-17

Brand New


5 2 68,000 17,661

20 Scanner 1 4-Mar-

14 Sharif Enterprise

Mirpur DOHS

67, Motijheel C/A, Dhaka.-1000.

31-Oct-17

Brand New

China ITIL/C.A-09/SC/01

5 2 4,600 1,228

21 Desktop 1 4-Mar-

14 Intregrate System & Solutions

Mirpur DOHS

90 Mohakhali C/A, Dhaka. 31-Oct-

17 Brand New


5 2 29,600 7,899

22 Printer 1 9-Mar-

14 A to Z Computer

Mirpur DOHS


31-Oct-17

Brand New


5 2 7,500 2,022

23 Scanner 1 13-Mar-

14 N.S Enterprise

Mirpur DOHS

50 Motijheel C/A, Dhaka. 31-Oct-

17 Brand New


5 2 5,000 1,359

24 UPS 2 23-Mar-

14 Orient Computers

Mirpur DOHS

Motaleb Tower, 8/2, Poribagh, Dhaka.,

31-Oct-17

Brand New

China ITIL/C.A-

12/UP/03 5 2 13,250 3,674

25 Router 2 27-Mar-

14

PC Trade Computers & Network Solution

Mirpur DOHS

Rabby Computer complex, Shop-16, 82, Laboratory

road, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/05 5 2 10,000 2,795

26 Printer 1 28-Mar-


Mirpur DOHS


31-Oct-17

Brand New


5 2 2,500 700

27 Printer 1 31-Mar-


Mirpur DOHS


31-Oct-17

Brand New


5 2 7,800 2,197

28 Scanner 1 1-Apr-14 Sharif Enterprise Mirpur DOHS


31-Oct-17

Brand New


5 2 4,500 1,270

29 Printer 1 1-Apr-14 Computer Source Mirpur DOHS

11/B Road-12, Dhanmondi, Dhaka.

31-Oct-17

Brand New


5 2 7,500 2,116

30 Laptop 1 4-Apr-14 Al-Madina Gadget Shop

Mirpur DOHS


31-Oct-17

Brand New


5 2 30,000 8,515

31 UPS 2 7-Apr-14 Businessland Limited

Mirpur DOHS

SGR-23, IDB Bhaban, Dhaka. 31-Oct-

17 Brand New

China ITIL/C.A-

12/UP/05 5 2 9,500 2,712

32 Monitor 2 7-Apr-14 Businessland Limited

Mirpur DOHS


17 Brand New

China ITIL/C.A-

04/MO/02 5 2 15,200 4,339

33 Laptop 1 7-Apr-14 Businessland Limited

Mirpur DOHS


17 Brand New


5 2 32,000 9,135

47

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

34 Laptop 1 7-Apr-14 Businessland Limited

Mirpur DOHS


17 Brand New


5 2 46,800 13,360

35 Printer 1 7-Apr-14 Businessland Limited

Mirpur DOHS


17 Brand New


5 2 7,000 1,998


Mirpur DOHS


31-Oct-17

Brand New


5 2 43,000 12,323


Mirpur DOHS


31-Oct-17

Brand New


5 2 31,000 8,884


Mirpur DOHS


31-Oct-17

Brand New


5 2 29,000 8,311

39 Laptop 1 16-Apr-


Mirpur DOHS


31-Oct-17

Brand New


5 2 55,800 16,205

40 Monitor 3 30-Apr-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

04/MO/04 5 2 23,400 6,975

41 Laptop 2 4-May-

14 Al-Madina Gadget Shop

Mirpur DOHS


31-Oct-17

Brand New


5 2 80,000 24,022

42 Monitor 1 19-May-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

04/MO/07 5 2 5,800 1,789

43 Monitor 2 19-May-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

04/MO/08 5 2 12,500 3,856


Mirpur DOHS


31-Oct-17

Brand New


5 2 102,000 32,193


Mirpur DOHS


31-Oct-17

Brand New


5 2 64,500 20,569

46 Laptop 1 15-Jun-


Mirpur DOHS


31-Oct-17

Brand New


5 2 46,900 15,162

47 UPS 2 15-Jun-

14 A to Z Computer

Mirpur DOHS

28/1-A, Toyenbee Circular, Motijheel, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

12/UP/07 5 2 9,000 2,910

48 UPS 1 16-Jun-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

12/UP/09 5 2 6,090 1,972

49 Scanner 1 18-Jun-

14 A to Z Computer

Mirpur DOHS


31-Oct-17

Brand New


5 2 4,300 1,397

50 Monitor 2 2-Sep-14 Orient Computers Mirpur DOHS

Shop#242, IDB Bhaban, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

04/MO/10 5 2 15,000 5,499

51 Scanner 1 10-Sep-

14 N.S Computers & Engineering

Mirpur DOHS

Gause Pak Bhaban 28/G/1, Toyenbee Circular Road,

Dhaka.

31-Oct-17

Brand New


5 2 8,100 3,005

52 Laptop 1 13-Sep-


Mirpur DOHS


31-Oct-17

Brand New


5 2 38,000 14,159

48

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

53 Printer 2 22-Sep-

14 Orient Computers

Mirpur DOHS


31-Oct-17

Brand New


5 2 13,600 5,134

54 Router 1 9-Oct-14 Al-Madina Gadget Shop

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

13/RO/07 5 2 2,500 967

55 Desktop 2 28-Oct-

14 N.S Computers & Engineering

Mirpur DOHS

Gause Pak Bhaban, Dhaka. 31-Oct-

17 Brand New


5 2 77,000 30,589

56 Power Supply

2 1-Nov-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-14/PS/01

5 2 7,400 2,956

57 Power Supply

2 10-Nov-


Mirpur DOHS


31-Oct-17

Brand New


5 2 8,000 3,235

58 Projector 1 18-Nov-

14 Orient Computers

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

11/PRO/01 5 2 20,000 8,175



Mirpur DOHS


31-Oct-17

Brand New


5 2 68,000 28,690

60 Laptop 4 3-Dec-14 PC Trade Computer & Netwark Solutions

Mirpur DOHS


road, Dhaka.

31-Oct-17

Brand New


5 2 136,000 56,710

61 Desktop 1 13-Jan-

15 PC Trade Computer & Network Solution

Mirpur DOHS

Shop No.- 15 (Ground Floor), 82 Elephant Road,

Dhaka.

31-Oct-17

Brand New


5 3 45,000 19,775

62 Desktop 1 21-Jan-

15 PC Trade Computer & Network Solution

Mirpur DOHS

Shop No.- 15 (Ground Floor), 82 Elephant Road,

Dhaka.

31-Oct-17

Brand New


5 3 46,000 20,416

63 Monitor 1 29-Jan-

15

PC Trade Computer & Netwark Solutions

Mirpur DOHS


road, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

04/MO/12 5 3 8,000 3,586

64 Monitor 2 14-Feb-

15

PC Trade Computer & Netwark Solutions

Mirpur DOHS


road, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

04/MO/13 5 3 10,700 4,890

65 Printer 2 24-Feb-

15 Orient Computers

Mirpur DOHS


31-Oct-17

Brand New


5 3 10,400 4,810

66 Laptop 1 2-Apr-15 Orient Computers Mirpur DOHS


31-Oct-17

Brand New


5 3 33,000 15,930

67 Desktop 1 6-May-


Mirpur DOHS


31-Oct-17

Brand New


5 3 29,000 14,540

68 Desktop 5 26-May-


Mirpur DOHS


31-Oct-17

Brand New


5 3 162,500 83,253

69 Power Supply

3 2-Jun-15 Intimacy Computer & Solutions

Mirpur DOHS


31-Oct-17

Brand New


5 3 9,000 4,645

49

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

70 Scanner 1 2-Jun-15 N.S Computers & Engineering

Mirpur DOHS

Gause Pak Bhaban 28/G/1, Toyenbee Circular Road,

Dhaka.

31-Oct-17

Brand New


5 3 8,000 4,129

71 Laptop 7 11-Jun-


Mirpur DOHS


31-Oct-17

Brand New


5 3 290,015 151,126

72 Desktop 1 15-Jun-

15 Power

Mirpur DOHS

8/2, Molaleb Plaza, Dhaka. 31-Oct-

17 Brand New


5 3 35,800 18,734

73 Desktop 1 1-Nov-

15 A to Z Computer

Mirpur DOHS


31-Oct-17

Brand New


5 3 24,000 14,387

74 Desktop 1 1-Nov-


Mirpur DOHS


31-Oct-17

Brand New


5 3 24,000 14,387

75 Desktop 1 1-Nov-


Mirpur DOHS


31-Oct-17

Brand New


5 3 24,000 14,387

76 Desktop 1 1-Nov-


Mirpur DOHS


31-Oct-17

Brand New


5 3 24,000 14,387

77 Printer 1 6-Feb-16 Computer Clinic Mirpur DOHS

Shop No 102, IDB Bhaban, Dhaka.

31-Oct-17

Brand New


5 4 7,300 4,764

78 Chque Scanner

1 16-Feb-

16 System Place Ltd

Mirpur DOHS

44 New Elephant Road, S. Market, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

10/CSC/01 5 4 85,000 55,937

79 Router 2 3-Mar-

16 Habib Electronics

Mirpur DOHS

43 Alom Arcade, Gulshan, Dhaka.,

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/08 5 4 14,000 9,336

80 Router 1 3-Mar-

16 Sunflower Computers

Mirpur DOHS

Shop-545, Multiplan Center, Elephant Road,

Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

13/RO/10 5 4 9,000 6,002

81 Laptop 5 9-Mar-

16 Sunflower Computers

Mirpur DOHS

Shop-545, Multiplan Center, Elephant Road,

Dhaka.

31-Oct-17

Brand New


5 4 215,000 144,079

82 Laptop 2 4-Apr-16 Universal Computers

Mirpur DOHS

427, Maltiplan Center, Dhaka.

31-Oct-17

Brand New


5 4 98,400 67,343

83 Laptop 8 17-Apr-

16 PC Trade Computers

Mirpur DOHS

82, Laboratory Road, Dhaka.

31-Oct-17

Brand New


5 4 290,000 200,537

84 Note Book 1 23-Apr-

16 Intimacty Computer & Solutions

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

03/NB/01 5 4 28,500 19,802

85 UPS 8 28-Apr-

16 One Source Solutions

Mirpur DOHS

58/3, Senpara Parbata, Mirpur Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

12/UP/10 5 4 32,000 22,321

86 Desktop 1 28-May-

16 Cyber Cominication

Mirpur DOHS

108, IDB Bhaban, Agargaon, Dhaka.

31-Oct-17

Brand New


5 4 40,000 28,559

87 Laptop 1 28-May-


Mirpur DOHS


31-Oct-17

Brand New


5 4 38,400 27,417

50

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

88 Scanner 1 27-Jun-

16 Cyber Cominication

Mirpur DOHS

108, IDB Bhaban, Agargaon, Dhaka.

31-Oct-17

Brand New


5 4 8,800 6,428

89 Desktop 3 14-Aug-

16 J.A.N Associates

Mirpur DOHS

25/9, Road No.- 5, Dhanmondi, Dhaka.

31-Oct-17

Brand New


5 4 126,000 95,346

90 Monitor 3 14-Aug-

16 Intimacty Computer & Solutions

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

04/MO/15 5 4 7,800 5,902



Mirpur DOHS


31-Oct-17

Brand New


5 4 24,000 18,201

92 Printer 1 19-Aug-


Mirpur DOHS

28/C Culvart Road, Motijheel C/A, Dhaka.

31-Oct-17

Brand New


5 4 7,580 5,757

93 Laptop 4 20-Aug-

16 Barnali Computers

Mirpur DOHS

IDB Bhaban Shop-302, Dhaka.

31-Oct-17

Brand New


5 4 164,000 124,640



Mirpur DOHS


31-Oct-17

Brand New


5 4 850,000 651,123

95 Printer 20 31-Aug-


Mirpur DOHS


31-Oct-17

Brand New


5 4 220,000 168,526

96 UPS 20 31-Aug-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

12/UP/18 5 4 90,000 68,942

97 Laptop 2 24-Sep-


Mirpur DOHS


31-Oct-17

Brand New


5 4 126,000 98,176

98 Barcode Scanner

2 16-Oct-

16 Genaral Automation Ltd

Mirpur DOHS

Halcyon Height, 2/3 Mirpur Road, Dhaka.

31-Oct-17

Brand New

China ITIL/C.A-

11/BSC/01 5 4 18,000 14,242

99 POS Printer

2 16-Oct-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

06/PPR/01 5 4 36,500 28,880

100

Display Unit

4 16-Oct-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

15/DU/01 5 4 42,000 33,232

101

Barcode Scanner

2 16-Oct-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

11/BSC/03 5 4 21,000 16,616

102

POS Printer

2 16-Oct-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

06/PPR/02 5 4 37,000 29,276

103

Barcode Printer

2 16-Oct-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/C.A-

07/PPR/01 5 4 56,000 44,309

104

Laptop 3 18-Jan-

17 MAX Group

Mirpur DOHS

H-83, 1st Floor, R-06, Banani, Dhka

31-Oct-17

Brand New


5 5 96,000 80,903

105

Colour Printer

1 18-Jan-

17 Rishit Computers

Mirpur DOHS

223/5, IDB Bhaban, Dhaka. 31-Oct-

17 Brand New

China ITIL/C.A-

08/CPR/01 5 5 10,700 9,017

106

Printer 1 8-Mar-

17 Hitech professionals

Mirpur DOHS

SGR-1 & 8, IDB Bhaban, Dhaka.

31-Oct-17

Brand New


5 5 9,600 8,348

107

Scanner 2 8-Mar-

17 Hitech Professionals

Mirpur DOHS

Shop-SGR 1&8, IDB, Dhaka. 31-Oct-

17 Brand New


5 5 9,200 8,000

51

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

108

Air Conditioner

7 17-Dec-

13 Max Marketing

Mirpur DOHS

72, Mohakhali, C/A, Dhaka. 31-Oct-

17 Brand New

U.S.A ITIL/EE-01/AC/01 10 1 685,000 419,445

109

Air Conditioner

9 12-Jan-

14 Max Marketing

Mirpur DOHS


17 Brand New

U.S.A ITIL/EE-01/AC/08 10 2 780,000 483,173

110

Air Conditioner

5 10-Apr-

14 Max Marketing

Mirpur DOHS


17 Brand New

U.S.A ITIL/EE-01/AC/17 10 2 260,000 167,326

111

Air Conditioner

2 7-May-

15 Max Marketing

Mirpur DOHS


17 Brand New

U.S.A ITIL/EE-01/AC/22 10 3 175,000 131,418

112

Air Conditioner

1 21-Apr-

16 Cool & Care Service Ltd.

Mirpur DOHS

55 Purana Palton, Dhaka. 31-Oct-

17 Brand New

U.S.A ITIL/EE-01/AC/24 10 4 39,000 33,027

113

Silling Fan 5 20-Mar-

14 Maa Electronics

Mirpur DOHS

Shop no-59,Hazi Kudrot Ali Market,Mirpur, Dhaka.

31-Oct-17

Brand New

China ITIL/EI-01/SF/01 5 2 20,000 5,512

114

Tool Box 1 23-Mar-

14 Maa Electronics

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-04/TB/01 5 2 12,175 3,376

115

Table Fan 6 27-Mar-

14 Maa Electronics

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-02/TF/01 5 2 25,000 6,986

116

Tool Box 1 27-Mar-

14 Maa Electronics

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-04/TB/02 5 2 11,000 3,074

117

Silling Fan 7 15-May-

14 Maa Electronics

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-01/SF/06 5 2 25,000 7,658

118

Table Fan 2 15-May-

14 Maa Electronics

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-02/TF/07 5 2 5,000 1,532

119

Silling Fan 3 4-Aug-14 Nishan Electronics Mirpur DOHS

Shop no-36, Neot solim Plaza, Savar,Dhaka.

31-Oct-17

Brand New

China ITIL/EI-01/SF/13 5 2 11,200 3,928

120

Networking Cable

A/N 14-Sep-

14 Newaz Electric Company

Mirpur DOHS

50,A/A,2nd colony,Mazar Road,Mirpur-1, Dhaka.

31-Oct-17

Brand New

China ITIL/EI-07/NC/01 5 2 4,000 1,493

121

Silling Fan 3 29-Oct-

14 Nishan Electronics

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-01/SF/16 5 2 12,800 5,092

122

Silling Fan 4 28-Dec-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-01/SF/19 5 2 17,125 7,375

123

Networking Cable

A/N 8-Jan-15 Newaz Electric Company

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-07/NC/02 5 3 22,630 9,883

124

Networking Cable

A/N 10-May-

15 Newaz Electric Company

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-07/NC/03 5 3 20,653 10,400

52

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

125

Silling Fan 2 25-May-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-01/SF/23 5 3 8,000 4,094

126

Finger Printer

1 18-Jan-

16 Genaral Automotion Ltd

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-05/FP/01 5 4 34,350 22,059

127

Bar Code Reader

1 17-Feb-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-

06/BCR/01 5 4 19,500 12,843

128

Stand Fan 1 20-Apr-

16 Sayed Electric House

Mirpur DOHS

98/A, East Rajabazer, Dhaka.

31-Oct-17

Brand New

China ITIL/EI-03/STF/01 5 4 4,520 3,133

129

Stand Fan 1 26-Jun-

16 Capricon Computers

Mirpur DOHS

74 Laboratory Road, Lily Arcade, Dhaka.

31-Oct-17

Brand New

China ITIL/EI-03/STF/02 5 4 4,900 3,576

130

Bar Code Reader

2 16-Oct-


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/EI-

06/BCR/02 5 4 56,000 44,309

131

Office Decoration

A/N 1-Oct-13 Archiform (Pvt.) Ltd.

Mirpur DOHS

147/C, Green Point Society, Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/OD/01 10 1 1,309,833 774,416

132

Office Decoration

A/N 9-Apr-14 Archiform (Pvt.) Ltd.

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/OD/02 10 2 1,160,167 746,321

133

Office Decoration

A/N 8-Sep-14 Archiform (Pvt.) Ltd.

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/OD/03 10 2 250,000 171,233

134

Office Decoration

A/N 13-Oct-

14 Archiform (Pvt.) Ltd.

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/OD/04 10 2 1,422,000 987,608

135

Office Decoration

A/N 26-May-


Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/OD/05 10 4 230,000 196,981

136

Office Decoration

A/N 30-Jun-


Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/OD/06 10 4 835,000 723,133

137

IBS- Windows-2008 R2/ SQL-2008

1 2-Dec-13 Thakral Information System Pvt. Ltd

Mirpur DOHS

12 Karwan Bazer, Dhaka. 31-Oct-

17 Brand New

U.S.A ITIL/SV/IBS/01 4 1 1,495,500

323,684

138

Remit.- Windows-2012/ SQL- 2008

1 2-Dec-13 Thakral Information System Pvt. Ltd

Mirpur DOHS

12 Karwan Bazer, Dhaka. 31-Oct-

17 Brand New

U.S.A ITIL/SV/Remit/01 4 1 1,495,500

323,684

139

e-Recruit.- Windows-2012/ SQL/ Test

1 9-Feb-15 One Source Solutions

Mirpur DOHS


31-Oct-17

Brand New

U.S.A ITIL/SV/e-Recruit/01

4 2 410,000

186,241

140

LIMS,DNE,DSB/ SQL- 2008


Mirpur DOHS


31-Oct-17

Brand New

U.S.A ITIL/SV/LIMS/01 4 3 410,000

186,241

53

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

141

CBS- Windows-2012/ Oracle


Mirpur DOHS


31-Oct-17

Brand New

U.S.A ITIL/SV/CBS/01 4 3 410,000

186,241

142

ERP.- Windows-2012/ Oracle

1 22-Aug-

16 One Source Solutions

Mirpur DOHS


31-Oct-17

Brand New

U.S.A ITIL/SV/ERP./01 4 4 1,000,000

761,096

143

Recon.- Windows-2012/ Oracle

1 4-Aug-16 One Source Solutions

Mirpur DOHS


31-Oct-17

Brand New

U.S.A ITIL/SV/Recon/01 4 4 1,012,500

760,623

144

SME Loan Monitoring System/ SQL

1 4-Aug-16 One Source Solutions

Mirpur DOHS


31-Oct-17

Brand New

U.S.A ITIL/SV/SME/01 4 4 1,012,500

760,623

145

Notice Board

3 20-Aug-

13 Milenium Papers & stationary

Mirpur DOHS

Shop #03, Plot# 01, Section# 06, Mirpur, Dhaka-

1216.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-01/NB/01 10 1 10,000

5,797

146

White Board

5 5-Oct-13 Milenium Papers & stationary

Mirpur DOHS

Shop #03, Plot# 01, Section# 06, Mirpur, Dhaka-

1216.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-02/WB/01

10 1 10,000

5,923

147

Front Desk 1 21-Nov-

13 Zahir & Brothers

Mirpur DOHS

Gulshan Point, A.K K. Road, Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-03/FD/01 10 1 30,000

18,156

148

Boss Table 1 23-Nov-

13 Aziz Furniture & Co.

Mirpur DOHS

822/A Shawrapara, Begum Rokeya Sarani, Mirpur,

Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-04/BC/01 10 1 30,000

18,173

149

Desk Chair 10 24-Nov-

13 Islam Trading Corporation

Mirpur DOHS

220/D/2/A, Begum Rokeya Sarani, Shawrapara, Mirpur,

Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-05/DC/01 10 1 25,000

15,151

150

File Rake 2 28-Nov-

13 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-07/FR/01 10 1 20,000

12,142

151

Executive Chair

4 4-Jan-14 Zahir & Brothers Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/01 10 2 20,000

12,345

152

Desk Chair 5 7-Jan-14 Islam Trading Corporation

Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-05/DC/11 10 2 16,000

9,889

153

Sofa Set 1 12-Feb-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-08/SS/01 10 2 62,000

38,933

54

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

154

Office Table

3 13-Feb-

14 Furniture Concept & Intorior Ltd.

Mirpur DOHS

220/5/1 West Kafrul, Mirpur, Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-09/OT/01 10 2 60,000

37,693

155

Desk Chair 6 13-Mar-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-05/DC/16 10 2 20,000

12,718

156

Front Desk 1 16-Mar-

14 Sumon Enterprise

Mirpur DOHS

18/2 Mohammadpur, Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-03/FD/02 10 2 12,000

7,641

157

Desk Chair 3 18-Mar-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-05/DC/22 10 2 9,000

5,735

158

Ececutive Table

20 17-Apr-

14 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-10/ET/01 10 2 287,600

185,640

159

Almirah 6 23-Apr-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-11/AL/01 10 2 180,000

85,702

160

Boss Chair 5 23-Apr-

14 UTV Furniture

Mirpur DOHS

135, Shawrapara, Mirpur, Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-12/BC/01 10 2 135,000

87,362

161

Executive Chair

10 5-May-

14 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/05 10 2 75,000

48,781

162

Conference Table

1 14-May-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-13/CT/01 10 2 150,000

97,932

163

Boss Table 5 14-May-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-04/BC/02 10 2 258,000

168,442

164

Executive Chair

7 18-May-

14 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/15 10 2 61,000

39,892

165

Side Drawer

12 26-Nov-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-13/SD/01 10 3 70,000

56,460

166

Boss Chair 2 26-Nov-

15 UTV Furniture

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-12/BC/06 10 3 48,000

38,716

167

Executive Chair

5 26-Nov-

15 UTV Furniture

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/22 10 3 32,000

25,810

168

Desk Chair 15 21-Jan-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-05/DC/25 10 3 45,000

32,486

169

Plastic Chair

20 21-Jan-

15 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-14/PC/01 10 3 10,000

7,219

55

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

170

Desk Chair 20 6-May-

15 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-05/DC/40 10 3 120,325

90,326

171

Executive Chair

2 6-May-

15 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/27 10 3 17,000

12,762

172

Office Table

3 9-Mar-

16 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-09/OT/04 10 4 52,600

43,925

173

Executive Chair

12 9-Mar-

16 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/29 10 4 102,000

85,177

174

Executive Chair

18 9-Mar-

16 Zahir & Brothers

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/41 10 4 95,400

79,666

175

Side Drawer

20 20-Apr-


Mirpur DOHS


Dhaka.

31-Oct-17

Brand New

Bangladesh

ITIL/FF-13/SD/13 10 4 132,500

112,171

176

Executive Chair

10 20-Apr-

16 UTV Furniture

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-06/EC/59 10 4 84,000

71,112

177

Boss Chair 1 20-Apr-

16 UTV Furniture

Mirpur DOHS


31-Oct-17

Brand New

Bangladesh

ITIL/FF-12/BC/08 10 4 23,500

19,895

178

Telephone Set

1 17-Nov-

13 Mitali Variety Super Shop

Mirpur DOHS

Shop-75, Capital Market, Dhanmondi, Dhaka.

31-Oct-17

Brand New

China ITIL/OE-01/TS/01 10 1 3,800

2,296

179

Telephone Set

1 5-Dec-13 Mitali Variety Super Shop

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/OE-01/TS/02 10 1 2,000

1,218

180

Water Filter


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/OE-

03/WF/01 10 1 12,000

7,322

181

Telephone Set


Mirpur DOHS


31-Oct-17

Brand New

China ITIL/OE-01/TS/03 10 1 2,000

1,220

182

Telephone Set

12 25-May-

14 Mitali Variety Super Shop

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/OE-01/TS/04 10 2 20,000

13,118

183

Telephone Set

13 7-Aug-14 Sharif Sanitary Mirpur DOHS

218,Shenpara Porbota,Mirpur,Dhaka.

31-Oct-17

Brand New

China ITIL/OE-01/TS/16 10 2 22,350

15,112

184

Television 4 23-Feb-

15 Max Marketing

Mirpur DOHS


17 Brand New

Korea ITIL/OE-02/TV/01 10 3 236,000

172,506

185

Water Filter

2 20-Apr-

15 Bikrompur Hardwar & Paint

Mirpur DOHS

Plot-163,Block-e, Lalmatia,Section-11, Dhaka.

31-Oct-17

Brand New

China ITIL/OE-

03/WF/02 10 3 4,580

3,418

186

Telephone Set

5 9-Jun-15 Mobile Corner Mirpur DOHS

Shop no-103,(Gr,Floor)Sankar

Plaza,Dhanmondi,Dhaka.

31-Oct-17

Brand New

China ITIL/OE-01/TS/29 10 3 16,500

12,540

187

Telephone Set

4 20-Apr-

16 Shilpi Verity Store

Mirpur DOHS

Dukbangla Market, Gaibandha.

31-Oct-17

Brand New

China ITIL/OE-01/TS/34 10 4 11,000

9,312

188

Server Rack

1 1-Jun-16 Gazi Comunication Ltd

Mirpur DOHS

37/2, Birprotik G. Dostogir Road, P. Pultan, Dhaka.

31-Oct-17

Brand New

China ITIL/OE-04/SR/01 10 4 10,500

9,010

56

S/N

Name of Equipment

No. of Qty

Date of Purchas


Year of Sale

Condition

Country of Origin

Item S/N

Useful Economic

Life at Purchase

Estimated

Remaining

Useful Life



BDT)

Written Down Value

(Amount in BDT)

189

Vartical (at Sft)

248.7 17-Jul-

16 Artistic Interior

Mirpur DOHS

H-47/1-A, Biruttam Z. Sarak, Dhaka.

31-Oct-17

Brand New

China ITIL/OE-

05/VR/01 10 4 16,165

14,075

190

Cash Drawer

4 16-Oct-

16 General Automation

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/OE-

06/CD/01 10 4 24,000

21,495

191

Weighting Scale

12 16-Oct-

16 General Automation

Mirpur DOHS


31-Oct-17

Brand New

China ITIL/OE-

07/WS/01 10 4 826,500

740,227

192

IPS 1 8-Mar-

17 Meghna Tyre & Battery

Mirpur DOHS

CH- 80, Uttar Badda, Dhaka. 31-Oct-

17 Brand New

China ITIL/OE-

08/IPS/01 10 5 33,000

30,848

193

Fridge 1 9-Feb-14 Butterfly Marketing Ltd.

Mirpur DOHS

99, Mohakhali,C/A, Dhaka. 31-Oct-

17 Brand New

Japan ITIL/EE-02/FR/01 5 1 40,000

25,085

194

Fridge 1 1-Jun-14 Butterfly Marketing Ltd.

Mirpur DOHS

99, Mohakhali,C/A, Dhaka. 31-Oct-

17 Brand New

Japan ITIL/EE-02/FR/02 5 2 42,825

27,744

195

Fridge 1 10-Jul-

14 Max Marketing

Mirpur DOHS


17 Brand New

Japan ITIL/EE-02/FR/03 5 2 44,345

29,644

57

(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.

The Company requires to purchase a variety of scanners that can convert documents, photos, and other records.

High speed scanner, in addition to book, film, and wide format scanners. These along with Server, Networking,

Terminals and Auxiliaries should cost not more than Tk. 70 lacs. Actual invoice will be obtained as IPO closing

approaches.

(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;

No such machineries is awaiting delivery.

(xi) If plant is purchased in brand new condition, then it should be mentioned;

Till date, all the machineries and equipment purchased are in brand new condition.

Auditors’ certificate on brand new machinery We do hereby declare that all the equipment of the Company purchased from 01 July 2013 to 31 December 2017 was in brand new condition. There are no re-conditioned or second-hand equipment installed in the Company. This certificate is issued at the request of the management for the purpose of Initial Public Offering (IPO) Sd/-

Place: Dhaka Masih Muhith Haque & Co Dated: March 31, 2018 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 didn’t purchase any second hand or reconditioned machineries or proposed to buy in future.

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission;

(xiv)

Physical Verification Report on Infinity Technology International Limited

Visited and Accompanied by:

Visited and Accompanied by

Name Designation & Institutions

Visited by

Mr. Mohammad Saleh Ahmed Chief Executive Officer


Mr. Md. Musfiqur Rahman Manager


Accompanied by

Mr. Khondker Aminul Islam Chief Technology Officer


Mr. Md. Monjurul Karim Mojumder Company Secretary


Mr. Md. Matiar Rahman Chief Financial Officer


58

Company Overview:

Infinity Technology International Limited (ITIL) was incorporated and commenced its business in Bangladesh under the Companies Act, 1913 (later repealed by Companies Act, 1994) on December 02, 1993 vide registered No. C-25068(902)/93 as a Private Company Limited by shares. Subsequently, the Company was converted into a Public Company Limited by shares on February 25, 2013. The authorized and paid-up capital of the company is as follows:

Particulars Amount in Taka

Authorized Capital 1,000,000,000

Paid up Capital [as on December 31, 2017] 300,000,000

IPO Size (BDT) 300,000,000

Face Value (BDT) 10

During the course of visited we have visited the following office premises of ITIL:

Registered Office:

The Registered office of the Company is situated at BDBL Bhaban (6th Floor, East), 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215, Bangladesh

Corporate Office:

The Corporate office of the Company is situated at House # 675, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216, Bangladesh

Nature of Business:

Infinity Technology International Limited (ITIL) is providing multi-user software solution for different levels of customer with consultancy services and training. ITIL also provide LAN and WAN solution to its customer depending on customer’s requirement with their satisfaction through Internet or by Telecommunication. It is the largest Banking Software provider in Bangladesh. Major areas of ITIL’s business operations are:

Banking & Financial Sector Software development Data processing and analysis Solution provider of renowned International IT products. Setup and troubleshooting for hardware & networking IT training & consultancy Construction & Engineering After sales support & call center support

Products & Services:

The principal product of the company is as follows:

1. Infinity Core Banking Solution (Infinity 365, CBS)

2. Infinity Banking Solution (IBS)


4. Infinity Enterprise Resource Planning (ERP)

5. Infinity Reconciliation System


7. StarLIMS Software (Abbott Informatics)

8. Genoproof 2 & Genoproof 3 (Quality type:GmbH)


10. Infinity Online Banking Solution (ABB)

59



13. Infinity e-Recruitment System

14. Infinity e-Admission System

15. Infinity Sanction Screening Solution

Description of Properties: We have identified the properties of Infinity Technology International Limited (ITIL) are as follows: Location: After physically visit to the following locations, among others, we have identified the major equipment of Infinity Technology International Limited (ITIL) are as follows:

SL. No. Location Location Address Equipment

1 Registered Office BDBL Bhaban (6th Floor, East) 12, Kazi

Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215, Bangladesh

1. Router (2 Pcs)

2. Laptop Computer (6 Pcs)

3. Desktop Computer (2 Pcs)

4. UPS (2 Pcs)

5. Printer (2 Pcs)

6. Scanner (1 Pcs)

7. Air Conditioner (2 Pcs)

8. Switch, (1 Pcs)

2 Corporate Office House # 675, (3rd Fl), Road # 10, Mirpur

DOHS, Dhaka-1216, Bangladesh

1. Router (8 Pcs)

2. Laptop Computer (24 Pcs)

3. Desktop Computer (15 Pcs)

4. UPS (10 Pcs)

5. Printer (5 Pcs)

6. Scanner (3 Pcs)

7. Server (6 Pcs)

8. Air Conditioner (11 Pcs)

9. Switch (5 Pcs)

10. Server Rack (2 Pcs)

Computer Software:

At present ITIL uses the following major software:

1. The company uses in-house developed web based Enterprise Resource Planning (ERP) software called Infinity ERP Solution. All the major business process of the company, such as Pre Sales, Customer Orders, Inventory Management, Human Resources Information System etc. are managed by the software. 2. Tally.ERP9 for maintaining accounts of the company.

Besides these assets we have also found other assets such as:

Furniture & Fixture Office Equipment

It is also mentionable here that during our visit, we also checked inventory register and found it satisfactory. We also verified the work order and sales invoices from the customers and found the company active in its operations.

The Signboard of the company is well displayed at its registered office and corporate office of the company.

Sd/- Mohammad Saleh Ahmed

Chief Executive Officer IIDFC Capital Limited

60

(xv) 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;

S/N

Particulars (2) Reg. No. (3) Date (4) Expected working

life (5)

1 Bangladesh Bank Reporting Software 14523-COPR 4/5/2016 20 Years

2 Infinity 365(An Enterprise G.Core Banking Solution)

14487-COPR 3/6/2016 25 Years

3 Infinity ABB Solution 14485-COPR 3/6/2016 20 Years

4 Infinity ATM Solution 14489-COPR 3/6/2016 25 Years

5 Infinity Banking Solution (IBS) 14491-COPR 3/6/2016 20 Years

6 Infinity DNA Bank Solution 14488-COPR 3/6/2016 20 Years

7 Infinity e-Recruitment Solution 14490-COPR 3/6/2016 20 Years

8 Infinity ERP.Solution Registration under process

20 Years

9 Infinity Reconcilition Solution 14483-COPR 3/6/2016 20 Years

10 Infinity SMS Banking Solution 14484-COPR 3/6/2016 20 Years

11 Remit Infinity 14486-COPR 3/6/2016 25 Years

Intangible Assets list are above legally held by ITIL and all formalities in registration of Copyright have been completed with.

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

There is no other property.

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:

This is not applicable for this Issue.

(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:

The Company’s Revenues and Results from Operations, Statement of Financial position, Statement of changes

in Financial Position and Cash Flows for the last five years are mentioned below:

61

Revenue and Results from operation:

Summary of financial, operating and other information are as follows:

Amount in BDT


Restated Restated Restated Restated Restated RESULT FROM OPERATION Revenue 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Cost of Sales 11,528,931 26,205,504 23,416,703 24,139,390 23,171,447 15,393,572

Gross Profit 20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488

Office & administrative expenses 8,962,109 27,189,328 21,231,554 22,272,249 22,339,716 22,696,486

Profit from Operation 12,024,340 33,885,830 59,121,913 76,242,299 67,651,311 64,970,002

Other Income 225,474 296,182 672,473 1,262,976 811,311 333,892

Financial Expenses 0 860,990 2,400,000 2,400,000 2,400,000 2,400,000

Workers' Profit Participation Fund(WPPF)

583,324 1,586,715 2733066 3576442 3145839 0


Income Tax 78,916 196,013 267,492 442,042 283,959 125,210


CHANGES IN FINANCIAL POSITION Non-Current Assets 396,117,350 383,795,545 338,117,488 310,988,561 274,726,879 246,008,763

Current Assets 184,118,012 184,084,234 148,683,282 111,314,291 81,467,048 99,588,757

Total Assets 580,235,362 567,879,779 486,800,770 422,302,852 356,193,927 345,597,520

Total equity 529143552 517555978 386109475 311623857 240537065 177904241

Non-Current liabilities - - 63,704,113 71,604,934 81,707,221 82,300,000

Current Liabilities 51,091,810 50,323,801 36,987,182 39,074,061 33,949,641 85,393,279

Total Liabilities 51,091,810 50,323,801 100,691,295 110,678,995 115,656,862 167,693,279

Total Equity & Liabilities 580,235,362 567,879,779 486,800,770 422,302,852 356,193,927 345,597,520

CHANGES IN CASH FLOWS Net Cash Used in Operating Activities 20,293,018 32,632,609 25,618,877 67,928,000 105,092,844 15,213,258

Net Cash Used in Investing Activities -22,948,395 -66,016,195 -45,331,008 -53,627,335 -31,245,401 -1,036,128

Net Cash Flow from Financing Activities 0 36,295,887 12,099,179 -10,102,287 -73,114,668 -7,330,058

(a) Internal and external sources of cash:

The internal sources of cash of the company are the share capital and Retained Earnings. The external sources

of cash are bank loans.

Particulars

Amount in BDT

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

Restated Restated Restated Restated Restated Internal Sources of Cash

Share Capital 300,000,000 300,000,000 200,000,000 180,000,000 100,000,000 100,000,000


Sub-Total 529,143,552 517,555,978 386,109,475 311,623,857 240,537,065 177,904,241

External Sources of Cash

Long-term Loan - - 63,704,113 71,604,934 81,707,221 82,300,000

Short-term Loan - - - 72,521,889

Sub-Total - - 63,704,113 71,604,934 81,707,221 154,821,889

Grand Total 536,532,811 527,011,325 459,268,935 389,951,072 331,264,119 336,528,403

62

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

The Company has no material commitment.

(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, other operating expenses and net income have continued to

change due to increase in sales volume and assets.

Particulars Amount in BDT


6 Months Restated Restated Restated Restated Restated

Revenue 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Cost of Sales 11,528,931 26,205,504 23,416,703 24,139,390 23,171,447 15,393,572

Office & administrative expenses

8,962,109 27,189,328 21,231,554 22,272,249 22,339,716 22,696,486


(d) Any seasonal aspects of the issuer’s business;

There is no seasonal aspect in the business of the company.

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

There are no known trends in customer preferences that affect Company’s operations. The business

operation of the Company may be affected by some known events as follows:

Political unrest

Natural disaster

Entrance of new technology

Increase competition

Govt. Policy change towards the industry

(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;

The Company has not taken any loan from or given to any related party or connected person of the

issuer.

(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 neither has any future contractual liabilities nor has any plan to enter into any contractual

liabilities other than normal course of business within next one year that would impact the financial

fundamentals of the company.

63

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

The Company has not any plan to make any capital expenditure except for those mentioned in the ‘Use of

Proceeds’ Chapter in this prospectus.

(j) 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 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, customs 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 19011059110 (area code 190101), 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.

Income Tax

The company’s TIN is 482093282037 (Previous TIN 2102004597) Taxes Circle-316 (Company), Taxes Zone 15,

Dhaka. ITIL has paid the following Income Tax to the Government:

Income Year Assessment

Year Status

2013 2014-15 As per Income Tax Certificate, ITIL is a registered assesse of Taxes circle-316 (companies), Taxes Zone-15, Dhaka. The assessment has been completed under universal self-assessment (Under Section 82BB) for the assessment year 2014-2015.





Income of the company earned from Information Technology Enabled Services (ITES) is fully exempted from

income tax up to June 30, 2024.

(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;

The Company has no lease obligation with anyone.

(l) Details of all personnel related schemes for which the company has to make provision for in future years;

No scheme exists for which the company has to make provision in future for the employees of the company.

64

(m) Break down of all expenses related to the public issue;

Sl.No. Particulars Nature of Expenditure Amount in BDT

A.

ISSUE MANAGEMENT FEES 4,600,000

Manager to the Issue Fee:

Maximum 2.00% on the public offer amount

IIDFC Capital Limited 4,000,000

VAT against Issue Management Fees

@ 15% on Issue Management Fees 600,000

B.

LISTING RELATED EXPENSES 2,600,000

Scrutiny Fees for Stock Exchanges Tk. 50,000 for each exchange 100,000

Listing Fee for Stock Exchanges (DSE & CSE)

& 0.25% on Tk. 10 Crore and 0.15% on the rest amount of paid up capital; (minimum Tk. 50,000

and maximum Tk. 10,000,000 for each exchanges) 2,000,000

Annual Fees for DSE & CSE

@ 0.05% on Tk. 100 Crore of paid up capital and 0.02% on the rest amount of paid up capital;

(minimum Tk. 50,000 and maximum Tk. 600,000 for each exchanges)

500,000

C.

BANGLADESH SECURITIES AND EXCHANGE COMMISSION 1,250,000

Application Fee - 50,000

BSEC Consent Fee @ 0.40% on the public offering amount 1,200,000

D.

IPO RELATED FEES 725,000

Underwriting Commission @ 0.50% on underwritten amount (35% of IPO

Amount) 525,000

Auditor Certification Fees At Actual 200,000

E.

CDBL FEES AND EXPENSES 698,500

Security Deposit At Actual 500,000

Documentation Fee At Actual 2,500

Annual Fee At Actual 100,000

Connection Fee @ Tk. 500 per month (12*500) 6,000

IPO Fees @ 0.015% on total paid up capital after IPO 90,000

F.

PRINTING AND POST IPO EXPENSES 3,626,500

Publication of Prospectus Estimated (to be paid at actual) Approximate

3,000 Copy @ Tk.150.00 450,000

Abridged version of Prospectus and Notice in 4 daily newspaper Estimated (to be paid at actual) 300,000

Notice for Prospectus, Lottery, Refund etc. in 4 daily newspaper Estimated (to be paid at actual) 180,000

Lottery Conducting Expenses & BUET Fee Estimated (to be paid at actual) 600,000

Data Processing and Share Software Charge Estimated (to be paid at actual) 1,800,000

Courier Expenses Estimated (to be paid at actual) 170,000

Administrative & Stationary Expense Estimated (to be paid at actual) 126,500

GRAND TOTAL (A+B+C+D+E+F) 13,500,000

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

65

(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 did not revalue any of its assets since inception

(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; The Company has no holding/ subsidiary/ associate company. Therefore, no such transaction has been made during the

last five years.

(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:

ITIL is a single entity and it has neither any holding company nor any subsidiary

(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; ITIL is a software service providing company.

66

(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;

A report from the auditor 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:

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 Infinity Technology International Ltd as on

December 31, 2017:

S/N List of Shareholders Relationship

with the issuer

Allotment at 1st Bonus (99 for 1) on 28.06.2013

Allotment at 2nd Bonus (8

for 10) on 30.06.2015 R

eas

on

s fo

r

the

issu

e

Co

nsi

de

rati

on

& V

alu

atio

n

Be

ne

fits

fro

m

the

issu

e

Issu

e P

rice

1 Mr. A.S.M. Jamaluddin Chairman 693,000 560,000

Dis

trib

uti

on

of

Acc

um

ula

ted

Pro

fit

Oth

er t

han

Cas

h (

Bo

nu

s)

Enh

ance

men

t o

f C

apit

al B

ase

and

Re

-in

vest

me

nt

10

/=


693,000 560,000

3 Mr. A.S.M. Ashrafuddin Director 693,000 560,000

4 Mr. K.M. Obaidullah Director 693,000 560,000

5 Mr. A.S.M. Kamaluddin Director 693,000 560,000

6 Mr. K.M. Ahsanullah Director 693,000 560,000

7 Mr. A.S.M. Shihabuddin Sponsors 693,000 560,000

8 Mr. K.M. Barkatullah Sponsors 693,000 560,000

9 Mr. A.S.M. Shahabuddin Sponsors 693,000 560,000

10 Mr. K.M. Hamidullah Sponsors 693,000 560,000

11 Ferdous Sharmina Osman Sponsors 1,138,500 920,000

12 Abeda Parveen Sponsors 1,138,500 920,000

13 Gazi Munibur Rahman Shareholder 198,000 160,000

14 Ruby Ahmed Shareholder 99,000 80,000

15 Saima Ahmed Shareholder 99,000 80,000

16 Asif Ahmed Shareholder 99,000 80,000

17 Nasiha Ahmed Shareholder 99,000 80,000

18 Hemayet Uddin Ahmed Shareholder 29,700 24,000

19 Mahbub Anam Shareholder 19,800 16,000

20 Salahuddin M Abdullah Shareholder 19,800 16,000

21 Tripti Rani Ghosh Shareholder 29,700 24,000

Total 9,900,000 8,000,000

The number of shares has been calculated considering the face value of shares at Tk. 10 each because the

denomination of shares has been converted from Tk. 1,000 per share to Tk. 10 per share on February 25,

2013.

Sd/-

Place: Dhaka Masih Muhith Haque& Co

Dated: March 31, 2018 Chartered Accountants

67

(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 Secretary; ITIL started its commercial operation in 1994 hence this is not applicable for the company.

(u) 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;

There was no adjustment given by the auditor’s during the last five year. Summary of the past financial

results and operations are presented below:

Amount in BDT


Restated Restated Restated Restated Restated

Revenue 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Gross Profit 20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488



Total Assets 580,235,362 567,879,779 486,800,770 422,302,852 356,193,927 345,597,520

Share Capital 300,000,000 300,000,000 200,000,000 180,000,000 100,000,000 100,000,000


No. of Shares 30,000,000 30,000,000 20,000,000 18,000,000 10,000,000 10,000,000

Face Value 10 10 10 10 10 10

NAV per Share 17.64 17.25 19.31 17.31 24.05 17.79

Earnings Per Share (EPS) Basic 0.39 1.30 2.83 3.95 3.48 3.49

(2) A summary of major items of income and expenditure

Major Items of Income

Particulars Amount in BDT



Net Turnover 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Other income 225,474 296,182 672,473 1,262,976 811,311 333,892

Major Items of Expenders

Cost of sales 11,528,931 26,205,504 23,416,703 24,139,390 23,171,447 15,393,572

Office & Administrative expenses 8,962,109 27,189,328 21,231,554 22,272,249 22,339,716 22,696,486

Financial Expenses 0 860,990 2,400,000 2,400,000 2,400,000 2,400,000

Income tax Expenses 78,916 196,013 267,492 442,042 283,959 125,210

68

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

Amount in BDT

Name of Products & Services 31-Dec-17 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13


Infinity Banking Soluion (IBS), Remit Infinity, Infinity ABB Solution, Infinity DNA Bank Solution, Infinity e-Recruiment solution, LIMS software, Infinity SMS Banking Solution, Infinity SMS Banking Solution (CBS), Bangladesh Bank Reporting Software, Infinity Reconcilition Solution, Infinity ERP Solution, Infinity ATM Solution

Sales 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Net Income 11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

(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 not more than 10% 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;

The Company’s income is not dependent upon a single customer or a few major customers nor foreign customer.

(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed and disclosed:

The Company 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:

Amount in BDT



Revenue 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060 Less: Cost of sales 11,528,931 26,205,504 23,416,703 24,139,390 23,171,447 15,393,572

Gross profit 20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488

Less: Office and administrative expenses 8,962,109 27,189,328 21,231,554 22,272,249 22,339,716 22,696,486

Profit from operations 12,024,340 33,885,830 59,121,913 76,242,299 67,651,311 64,970,002

Add: Other income 225,474 296,182 672,473 1,262,976 811,311 333,892

Profit/(loss) before finance costs 12,249,814 34,182,012 59,794,386 77,505,275 68,462,622 65,303,894

Less: Finance costs - 860,990 2,400,000 2,400,000 2,400,000 2,400,000

Profit/(loss) before contribution to WPPWF

12,249,814 33,321,022 57,394,386 75,105,275 66,062,622 62,903,894

Less: Contribution to workers' profit participation and welfare fund

583,324 1,586,715 2,733,066 3,576,442 3,145,839 -

Profit/(loss) before income tax 11,666,490 31,734,307 54,661,320 71,528,833 62,916,783 62,903,894

Less: Income tax expenses 78,916 196,013 267,492 442,042 283,959 125,210

Profit for the period/year 11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

69

(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 are 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 change except introduction of new projects 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;

At present there are no known trends, events and/or uncertainties that shall have a material impact on the company’s future business except for those which are naturally beyond control of human being.

(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;

Any event such as increase in labor or material costs or prices will not affect the operational result of the company, because of, with the passages of time volume and prices of net sales or revenue are also expected to increase in normal course of operation and for introduction of new products or services.

(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;

The issuer is expecting the increased net sales or revenue because of sales volume, new product line and sales price. It is forecasted that we will be able to increase our net sales or revenue around 15 percent on an average for the next 5 years.

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

There is no information available regarding the total turnover of each major industry segment which the issuer operated.

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

The Company did not announce new products or business segment.

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

The Company do business round the year. Hence, there is no seasonal extent.

(w) Defaults or rescheduling of borrowings with financial institutions/ 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 had a long term loan default in its history. After long negotiation, the bank settled for BDT 64,565,103 under its exit policy which has been paid in full on 01.03.2017 and no-claim certificate from the respective bank has been obtained which is enclosed in annexure-20. The company is now debt free, no lock out, strikes have ever occurred.

70

(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; (Need to check the financials)

There were no changes in the activities of the Company during the last five years and had not any material effect

on the profits or loss.

(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: Technology in IT industry is ever changing. ITIL keeps itself at the sharp edge of the state of art by continual training of its permanent staff. Market: Market for its product that is software or business automation is expanding at a faster and faster rate. Banking sector is becoming saturated but the enterprise sector that is the large and medium industry sector is getting increasingly more interested in information systems which ITIL provides. Packaged solution for medium and small industry sector is also extremely potential with cloud computing technology making it affordable for them. Managerial competence: ITIL has been grown up firstly due to the managerial competencies.

Capacity built-up: In order to keep space with the contemporary technology, continuous growing market

demand and strengthening long term sustainability and customer demand the company continuously investing

and deploying enough Skilled, experienced, and motivated human resources.

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

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

(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/prospectus/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;

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

71

STATEMENT REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

This is to certify that in our opinion there have not arisen any circumstances since the date of the last financial

statements as disclosed in the prospectus and which materially and adversely affect or is likely to affect the

trading or profitability of Infinity Technology International Limited or the value of its assets, or its ability to pay

its liabilities within the next twelve months.

_____________ sd/___________ MR. A.S.M JAMALUDDIN

CHAIRMAN

____________ sd/____________ MR. KAZI MOHAMMAD RAHMATULLAH

MANAGING DIRECTOR

____________sd/____________ MR. A.S.M ASHRAFUDDIN

DIRECTOR

___________ sd/____________ MR. KAZI MOHAMMAD OBAIDULLAH

DIRECTOR

____________ sd/___________ MR. KAZI MOHAMMAD AHSANULLAH

DIRECTOR

____________ sd/__________ MR. A.S.M KAMALUDDIN

DIRECTOR

_________ sd/____________ MR. MD. WALIULLAH


____________ sd/___________ MS. SABEQUN NAHAR


A statement by the directors was Included in Annexure-21

(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/information memorandum, unaudited financial statements for

each of the said quarters duly authenticated by the CEO and CFO of the issuer;

Financial statements (unaudited) for the quarter ended 31 Mar 2018 will be submitted by 30 Apr 2018.

(dd) Factors that may affect the results of operations.

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

72

CHAPTER VII: Management’s discussion and analysis of financial condition and results of operations:

(a) Overview of business and strategies;

Infinity Technology International Limited (ITIL) is providing multi-user software solution for different levels

of customer with consultancy services and training. ITIL also provide LAN and WAN solution to its customer

depending on customer’s requirement with their satisfaction through Internet or by Telecommunication.

It is the largest Banking Software provider in Bangladesh. Major areas of ITIL’s business operations are:

Banking & Financial Sector

Software development for government & non-government departments, International

organizations, private companies and SMEs

Data processing and analysis

Solution provider of renowned International IT products.

Setup and troubleshooting for hardware & networking

IT training & consultancy

After sales support & call center support

Competitive Advantage of ITIL

Followings are the Competitive Advantage of Infinity Technology International Limited (ITIL):

ISO 9001-2008 certified company.

Founder member of Bangladesh Association of Software & Information Services (BASIS).

Alliance with International Partners, namely Qualitype GmbH, Oracle, Abbott Informatics & Ocean

Systems.

We have eight divisional sales offices spread over the entire country.

Closely working with different government level organizations.

73

(b) SWOT Analysis;

Strength

Long presence and experience in facilitating Banking Solutions

Expert team and strong human resource

Well reputed through-out the Banking Industry

Well conversant in Banking rules, regulations, practices and operations.

Debt-free company. Very low financial expenses

Weakness

Low exposure in industries other than banking and remittance

Consumers adaptability in software technology and alternative banking channels

Opportunity

IT Industry is prioritized by the Government of Bangladesh

Threat

Under developed Networking Infrastructure of Bangladesh, therefore higher uncertainty.

Competitive pricing

(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 and after tax, EPS etc.

Strengths

Long presence and experience in facilitating Banking Solutions.

Expert team and strong human resource

Well reputed through-out the Banking Industry

Debt-free company. Very low financial expenses

Well conversant in Banking rules, regulations, practices and operations.

Weakness

Low exposure in industries other than banking and remittance

Consumers adaptability in software technology and alternative banking channels

Opportunity

IT Industry is prioritized by the Government ofBangladesh

Threat

Under developed Networking Infrastructure of Bangladesh, therefore higher uncertainty.

Competitive pricing

SWOT

74

Amount in BDT



Revenue 32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

Less: Cost of sales 11,528,931 26,205,504 23,416,703 24,139,390 23,171,447 15,393,572

Gross profit 20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488

Less: Office and administrative expenses 8,962,109 27,189,328 21,231,554 22,272,249 22,339,716 22,696,486

Profit from operations 12,024,340 33,885,830 59,121,913 76,242,299 67,651,311 64,970,002

Add: Other income 225,474 296,182 672,473 1,262,976 811,311 333,892

Profit/(loss) before finance costs 12,249,814 34,182,012 59,794,386 77,505,275 68,462,622 65,303,894

Less: Finance costs - 860,990 2,400,000 2,400,000 2,400,000 2,400,000

Profit/(loss) before contribution to WPPWF

12,249,814 33,321,022 57,394,386 75,105,275 66,062,622 62,903,894

Less: Contribution to workers' profit participation and welfare fund

583,324 1,586,715 2,733,066 3,576,442 3,145,839 -

Profit/(loss) before income tax 11,666,490 31,734,307 54,661,320 71,528,833 62,916,783 62,903,894

Less: Income tax expenses 78,916 196,013 267,492 442,042 283,959 125,210

Profit for the period/year 11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on

the company’s business;

There are no known trends, demands, commitments, events or uncertainties are likely to have an effect on the company’s business except for those which are naturally beyond control of human being.

(e) Trends or expected fluctuations in liquidity;

There are no trends or expected fluctuations in liquidity.

(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

75

CHAPTER 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 Directors

Father's Name

Age (Year)

Address Educational

Qualification Experience

(Year) Position

Nomination Period

Mr. A.S.M. Jamaluddin

Advocate A.S.M Zahirul Huda

49 44/K, Indira Road, Tejgaon, Dhaka-1215

BBA California, U.S.A. & Professional diploma on Computer Information System

25 Chairman

N/A

Mr. K.M. Rahmatullah

Kazi Mohammad Abdullah

52


BBA and Engineering Science from the Honolulu University, Hawaii, USA and Alfred State College, Alfred, NY, U.S.A.

27 Managing Director

Mr. A.S.M. Kamaluddin

Advocate A.S.M Zahirul Huda


MBA, California, U.S.A.

27 Director

Mr. A.S.M. Ashrafuddin

Advocate A. S. M Zahirul Huda


M.A (in General History) Dhaka University

21 Director

Mr. K.M. Obaidullah


53


B. Sc. (in Computer Science) Alfred State College, NY, USA.

22 Director

Mr. K.M. Ahsanullah


44


B. Sc. in Science and M. Sc in Statistics, Dhaka University. MBA, IUB, Dhaka

20 Director

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

expire;

Name of the Directors Position Date of Becoming

Director for the first time

Date of Expiration of current

term

Mr. A.S.M. Jamaluddin Chairman 2/12/1993 30/12/2019

Mr. K.M. Rahmatullah Managing Director 2/12/1993 30/12/2019

Mr. A.S.M. Kamaluddin Director 2/12/1993 30/12/2020

Mr. A.S.M.

Ashrafuddin Director 1999 30/12/2018

Mr. K.M. Obaidullah Director 2/12/1993 30/12/2020

Mr. K.M. Ahsanullah Director 1999 30/12/2018

(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;

None of the Directors of Infinity Technology has any interest in other business.

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(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 of the issuer are associate with the securities market in any manner and no director of the

issuer company is also director of 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;

Name of the Directors Position Relationships

Mr. A.S.M. Jamaluddin Chairman Son of Advocate A.S.M Zahirul Huda and Brother of Mr. A.S.M. Kamaluddin & Mr. A.S.M. Ashrafuddin

Mr. K.M. Rahmatullah Managing Director Son of Kazi Mohammad Abdullah Brother of Mr. K.M. Obaidullah & Mr. K.M. Ahsanullah

Mr. A.S.M. Kamaluddin Director Son of Advocate A.S.M Zahirul Huda and Brother of Mr. A.S.M. Jamaluddin & Mr. A.S.M. Ashrafuddin

Mr. A.S.M. Ashrafuddin Director Son of Advocate A.S.M Zahirul Huda and Brother of Mr. A.S.M. Kamaluddin & Mr. A.S.M. Jamaluddin

Mr. K.M. Obaidullah Director Son of Kazi Mohammad Abdullah Brother of Mr. K.M. Rahmatullah & Mr. K.M. Ahsanullah

Mr. K.M. Ahsanullah Director Son of Kazi Mohammad Abdullah Brother of Mr. K.M. Obaidullah & Mr. K.M. Rahmatullah

Mr. Khondker Aminul Islam

Chief Technical Officer There is no relationship with any of the directors nor with any other officers.

Mr. A.K.M Ziaul Islam Chief Marketing Officer There is no relationship with any of the directors nor with any other officers.

Mr. Md. Jalal Uddin General Manager There is no relationship with any of the directors nor with any other officers.

Mr. Anwar Mostafa Sarker*

Sr. Manager Finance & Accounts

There is no relationship with any of the directors nor with any other officers.

Mr. Md. Hamidur Rahman

DGM There is no relationship with any of the directors nor with any other officers.

*MR. Anwar Mostafa Sarker has recently joined (01 Feb, 2018) to take over as acting CFO from the present incumbent Mr. Matiar Rahman.

(f) A very brief description of other businesses of the directors; No director has any involvement in any other business.

(g) Short bio-data of each director;

MR. A.S.M JAMALUDDIN CHAIRMAN, BOARD OF DIRECTORS

Mr. A S M Jamaluddin son of Advocate A.S.M Zahirul Huda is the Chairman of Infinity Technology International Limited (ITIL). He is one of the founder Directors of the ITIL and held the position of Vice Chairman since its inception in 1993 till 2012. He has a notable contribution in establishing the ITIL as a pioneer in the Information Technology industry in Bangladesh and brought the ITIL to a strong position in the field of Software production, business and prospect. Mr. A S M Jamaluddin was born in 1968 in Khulna District. He graduated in Business Administration (BBA) from California, U.S.A. He obtained a professional diploma on Computer Information System and a special level training on production and quality control in Taiwan, R.O.C and in U.S.A and he worked in U.S.A, Malaysia and Thailand. Mr. Jamaluddin possesses nearly 25 years’ extensive and varied experience in the field of Business on Computers, Information Technology, Engineering, Renewable Energy, Investment Management and Real Estate Business in the country and abroad. He is highly skilled and proficient in Planning & Promotion, Production, Project Implementation and Functional Management. Under his amicable personality and outstanding leadership the ITIL implemented its quality production of on-line, multi-tasking, multi-user based integrated total banking solution for the largest five banks of the country and a variety of IT solutions for many institutions and organizations in the public and private sectors and has established ITIL as a brand name in the IT industry of Bangladesh. Mr. Jamaluddin is father of a daughter and a son.

77

MR. KAZI MOHAMMAD RAHMATULLAH MANAGING DIRECTOR Mr. Kazi Mohammad Rahmatullah son of Kazi Mohammad Abdullah is the Founder Managing Director of Infinity Technology International Limited. He is a Bachelor of Business Administration (BBA) and Engineering Science from the Honolulu University, Hawaii, U.S.A and Alfred State College, Alfred, New York, U. S. A. He was born in Rupgonj under Narayongonj District in 1965. He is a highly skilled and experienced person in the IT business including Software Production, Project Design and Planning and Implementation. Mr. Kazi Mohammad Rahmatullah has a notable contribution in the field of pioneering the introduction, implementation, development and functioning of computerization and automation system in banking operation in Bangladesh. Under his able leadership and with his relentless efforts the company has established the Infinity as a brand name at home and abroad with Infinity On-line Banking System-365 (IOBS), Infinity Banking Solution (IBS), Remit Infinity, E-Recruitment and other Infinity branded Products. Mr. Kazi Mohammad Rahmatullah is involved in various social activities. He is presently the President of Kazi Abdul Hamid High School, Rupgonj, Narayongonj, President of 24 Rupgonj Govt. Primary Schools, President of RupgonjBaitunNurJame Mosque, President of Rupgonj Quaderia Darul Ulum Sunniya Madrassa, President of Rupgonj Society, Member of Rupgonj Ideal Kintergarden and President Green Darussalam Apartment Owners Association, Gulshan, Dhaka.

MR. A.S.M ASHRAFUDDIN DIRECTOR Mr. A.S.M Ashrafuddin son of Advocate A. S. M Zahirul Huda is the Director of Infinity Technology International Limited. He is an M.A in General History from the Dhaka University. He was born in 1972 in Dhaka District. He is a key person in charge of Admin, Finance and Accounting of the company. Under his dynamic leadership Infinity Technology has successfully implemented Infinity Banking Solution (IBS) in as many as 1200 branches of various banks from the year 2009 up to 2012. During this period, he has also led the Infinity Training Team to successfully train up over 5000 bank personnel and successfully handed over each project in line in order to ensure smooth banking operation. Mr. Ashrafuddin is involved in various benevolent Social and cultural activities. He has an extra-ordinary organizing personality. He is the Councilor, Bangladesh Tennis Federation, Dhaka, Vice-President of United District Club (UDC), Bangladesh, Organizing Secretary of NabarunKrira Chakra- Farmgate, Dhaka and Hon’ble Member of Bangladesh Computer Samity. He is the father of two daughters.

MR. KAZI MOHAMMAD OBAIDULLAH DIRECTOR Mr. Kazi Mohammad Obaidullah son of Kazi Mohammad Abdullah is the Director of Infinity Technology International Limited. He is a B. Sc. in Computer Science from the Alfred State College, New York, U. S. A. He was born in Rupgonj under Narayongonj District in 1964. He is a Director in charge of Software Development of the company. He has an experience of 22 years in Software Development has IT Proficiency in Operating System, Programming Language, Packages, GUI, Report Design, RDBMS etc. Under his active guidance the ITIL developed 1. Infinity Banking Solutions (IBS), 2. Infinity Centralized web based Remittance Management Solution- Remit Infinity, 3. Infinity on-line banking solution (ABB), 4. ATM Interfacing, 5. Infinity Centralized web based Reconciliation System (IRS), 6. Infinity Centralized web based Accounting System (AccPro) for Service, Manufacturing and Retail Business, 7. Infinity e-Recruiting System, 8. Infinity e-Admission System, 9. Infinity Centralized web based DNA Bank Solution, 10. Infinity Centralized web based Core Banking (CBS) Infinity-365 and many other software now being used by banks and other institutions.

78

MR. KAZI MOHAMMAD AHSANULLAH DIRECTOR Mr. Kazi Mohammad Ahsanullah was born in Rupgonj under Narayongonj District in 1973. He is the son of Kazi Mohammad Abdullah is the Director in charge of Sales and Marketing of Infinity Technology International Limited. He is a B. Sc. in Science and M. Sc in Statistics from the Dhaka University. He did MBA from the IUB, Dhaka, Bangladesh. He received diploma in computer Science and training on software development and technology e-commerce. He has IT Proficiency in Operating System, Programming Language, Packages, GUI, Report Design, RDBMS etc. Mr. Kazi Mohammad Ahsanullah is a Oracle certified Professional (OCP), (Developer Track) and Oracle Application Developer & Web Deployment (Covered Module). Under his able leadership and inventiveness, the ITIL made an outstanding performance in marketing and sales of Infinity products. He has an experience of 16 years in this arena. Mr. Kazi Mohammad Ahsanullah is father of two daughters.

MR. A.S.M KAMALUDDIN DIRECTOR Mr. A S M Kamaluddin son of Advocate A.S.M Zahirul Huda is a Director of Infinity Technology International Limited (ITIL) in charge of Support Services, Project Implementation, holding a group of technical people and communication with customers. He has a rich experience in the field of consultancy services on computerization of big banks and organizations. He acted as a chief coordinator in the largest data entry project of the government of Bangladesh in connection with voters ID cards and preparation of voter list. He has an experience of conducting data entry and analysis program for as many as 8 research organizations where 4,200 questionnaires were entered and processed at UNDP project for Higher Secondary Education Project in Dhaka. Mr. A S M Kamaluddin did his MBA from California, U.S.A. He is a hardworking man who contributed a lot in extending and flourishing the ITIL software business particularly by obtaining repetitive work orders from the institutional customers by his active perseverance and persuasion.

MR. A. S. M. WALIULLAH INDEPENDENT DIRECTOR Mr. A. S. M. Waliullah, son of Late Abul Hossain, completed his M.Com in Accounting & Finance from Rajshahi

University. He worked in different significant positions on banking sector. He was largely responsible for

implementation of several critical projects of bank. He is a retired banker with 33 years’ of banking experience.

He held the position of General Manager (GM) when he left Agrani Bank Limited of Central Accounts Division,

Head Office, Dhaka.

Mr. A.S.M Waliullah joined the board of Infinity Technology International Limited in the year 2017 as Independent Director.

SABEQUN NAHER INDEPENDENT DIRECTOR Ms. Sabequn Naher, daughter of Mr. A.K.M Saleh Uddin, holds a Master of Social Science (MSS) in national

University of Bangladesh of the year 2001. She is involved in different type of social activities with her own

responsibilities.

Sabequn Naher joined the board of Infinity Technology International Limited in the year 2017 as Independent

Director.

79

(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 holds 10% or more shares in the paid-up capital of the Issuer is loan defaulter as per the CIB report of the Bangladesh Bank.

(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;

Name Position Education

Qualification Age

Year of Joining

Experience Salary

(yearly)

Mr. A.S.M Jamaluddin Chairman BBA 49 1993 24 Years 900,000

Mr. K.M Rahmatullah Managing Director B.BA 52 1993 24 Years 900,000

Mr. A.S.M Ashrafuddin Director MA 45 1993 24 Years 900,000

Mr. A.S.M Kamaluddin Director MBA 52 1993 24 Years 900,000

Mr. K.M Obaidullah Director B.Sc 53 1993 24 Years 900,000

Mr. K.M Ahsanullah Director M.Sc 44 1993 24 Years 900,000

Mr. Khondker Aminul Islam

Chief Technical Officer

MBA in Digital Technology

40 2018 16 Years 1,980,000

Mr. A.K.M Ziaul Islam Chief Marketing

Officer B.Sc (Hon's) 46 2017 22 Years 1,632,000

Mr. Md. Jalal Uddin General Manager M.A in

Economics 60 2018 34 Years 1,200,000

Mr. Anwar Mostafa Sarker *

Sr. Manager Finance & Accounts

CA (Part Qualified)

27 2018 6 Years 732,000

Mr. Md. Hamidur Rahman

Deputy General Manager

B.Sc 49 1993 24 Years 720,000

Mr. Md. Monjurul Karim Mojumdar

Company Secretary MBA 30 2017 2 Years 600,000

* MR. Anwar Mostafa Sarker has recently joined (01 Feb, 2018) to take over as acting CFO from the present incumbent Mr.

Matiar Rahman.

(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 was no change in the key management persons during the last three years. There is no change otherwise

than by way of retirement in the normal course in the senior key management personnel particularly in-charge

80

of production, planning, finance and marketing during the last three years prior to the date of filling the

prospectus. This change occurred only once for the said post during last 3 (Three) years which is not high

compare to the industry.

(k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences in the business, positions or posts held in the past, directorship held, other ventures of each sponsor and present position;


Father's Name

Age (Year)

Address Educational

Qualification Experience

(Year) Position

Directorship Held


Advocate A.S.M Zahirul

Huda 49

44/K, Indira Road,

Tejgaon, Dhaka-1215

BBA California, U.S.A. &

Professional diploma on Computer

Information System

25 Chairman 1993


Kazi Mohammad

Abdullah 52

Road No. 114, House No. 25,

Gulshan, Dhaka-1212

BBA and Engineering Science from the Honolulu University, Hawaii,

USA and Alfred State College,

Alfred, NY, U.S.A.

27 Managing Director

1993


Advocate A.S.M Zahirul

Huda 51

44/K, Indira Road,

Tejgaon, Dhaka-1215

MBA, California, U.S.A.

26 Director 1993


Advocate A. S. M Zahirul

Huda 45

44/K, Indira Road,

Tejgaon, Dhaka-1215

M.A (in General History) Dhaka

University 21 Director 1999

Mr. K.M. Obaidullah

Kazi Mohammad

Abdullah 53


Gulshan, Dhaka-1212

B. Sc. (in Computer Science) Alfred

State College, NY, USA.

22 Director 1993

Mr. K.M. Ahsanullah

Kazi Mohammad

Abdullah 44


Gulshan, Dhaka-1212

B. Sc. in Science and M. Sc in

Statistics, Dhaka University. MBA,

IUB, Dhaka

20 Director 1999

(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.

The following sponsors and directors continue with the company since the inception.

Name of the Directors Acquisition of

Control Date of Acquisition Terms of Acquisition

Consideration paid for such acquisition

Mr. A.S.M. Jamaluddin Chairman Subscription of M/A &

A/A in 1993 M/A Signatory Cash

Mr. K.M. Rahmatullah Managing Director Subscription of M/A &


Mr. A.S.M. Kamaluddin Director Subscription of M/A &


Mr. A.S.M. Ashrafuddin Director 1999 By Inheritance Cash

Mr. K.M. Obaidullah Director Subscription of M/A &


Mr. K.M. Ahsanullah Director 1999 By Inheritance Cash

Mr. Md. Waliullah Independent Director 2017 N/A N/A

Ms. Sabequn Nahar Independent Director 2017 N/A

81

(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;

The sponsors/directors of the Company have experienced in the proposed line of business

(n) Interest of the key management persons;

There is no other interest with the key management;

The Company does not pay any fee for attending in the Board meeting to its Directors;

The Company did not pay any Remuneration & Festival bonus to any Directors; and

There is no contract with any director/officer for future compensation.

(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary;

(p) Number of shares held and percentage of share-holding (pre issue);

SL. No. Name of Shareholders No. of shares Pre IPO Shareholdings %

Shareholding by Directors' and Sponsors [A]

1 Mr. A.S.M. Jamaluddin 1,460,000 4.87%

2 Mr. K.M. Rahmatullah 1,460,000 4.87%

3 Mr. A.S.M. Ashrafuddin 1,460,000 4.87%

4 Mr. K.M. Obaidullah 1,460,000 4.87%

5 Mr. A.S.M. Kamaluddin 1,460,000 4.87%

6 Mr. K.M. Ahsanullah 1,460,000 4.87%

7 Mr. A.S.M. Shihabuddin 1,460,000 4.87%

8 Mr. K.M. Barkatullah 1,460,000 4.87%

9 Mr. A.S.M. Shahabuddin 1,460,000 4.87%

10 Mr. K.M. Hamidullah 1,460,000 4.87%

11 Ferdous Sharmina Osman 2,070,000 6.90%

12 Abeda Parveen 2,070,000 6.90%

Total Shareholding by Directors and Sponsors 18,740,000 62.47%


Position Executive

Post

Pecuniary Non-Pecuniary

Salary/ yr Board

Meeting Fee

Dividend Car Facilities

House Keeping Stock Cash


Chairman - 900,000/- Nil Nil Nil


Director Managing Director

900,000/ Nil Nil Nil


Director - 900,000/ Nil Nil Nil



Mr. K.M. Obaidullah


Mr. K.M. Ahsanullah


Mr. Md.

Waliullah Independent

Director - - Nil Nil Nil

Ms. Sabequn

Nahar Independent

Director - - Nil Nil Nil

82

Shareholding by other than Directors' and Sponsors [B]

13 Gazi Munibur Rahman 360,000 1.20%

14 Saima Ahmed 180,000 0.60%

15 Asif Ahmed 180,000 0.60%

16 Nasiha Ahmed 180,000 0.60%

17 Hemayet Uddin Ahmed 54,000 0.18%

18 Tripti Rani Ghose 54,000 0.18%

19 ABACI Investments Limited (MDA) 1,200,000 4.00%

20 BMSL Investments Limited 800,000 2.67%

21 Md. Mazharul Islam Chowdhury 50,000 0.17%

22 Prilink Securities Ltd. 100,000 0.33%

23 Farida Banu 200,000 0.67%

24 Dr. Md. Abu Syed Tito 300,000 1.00%

25 Dr. Md. Zahirul Islam 100,000 0.33%

26 Md. Gias Uddin 50,000 0.17%

27 BD Finance Capital Holdings Limited 500,000 1.67%

28 Md. Habibur Rahman 250,000 0.83%

29 A.N.M Yeahea 500,000 1.67%

30 Haseeb Ahmed 250,000 0.83%

31 Azmat Niaz 250,000 0.83%

32 Bangladesh Ship Breaking Ltd. 500,000 1.67%

33 Al-Haj Abdul Malek Mollah 250,000 0.83%

34 Shegufta Rahman Prima 250,000 0.83%

35 Rukhna Rahman Tasha 250,000 0.83%

36 Mr. Salim Rahman 500,000 1.67%

37 Abdus Samad 1,000,000 3.33%

38 Mr. Proshanta Kumar Halder 1,000,000 3.33%

39 Dr. Shafinaz Islam 300,000 1.00%

40 Md. Mamunur Rashid 100,000 0.33%

41 IIDFC Securities Limited 100,000 0.33%

42 Parkway Holdings Ltd. 100,000 0.33%

43 Md. Mustafa 150,000 0.50%

44 Nusrat Hafiz 50,000 0.17%

45 Dr.Mohammad Shariful Islam 50,000 0.17%

46 Dr.A.K.M.Masud 50,000 0.17%

47 Dr.Md.Mostofa Akbar 20,000 0.07%

48 Md. Shah Alam Mirdha 20,000 0.07%

49 Aninda Iqbal 20,000 0.07%

50 Kazi Amira Hossain 50,000 0.17%

51 Md. Shahidullah (Shyamol) 280,000 0.93%

52 Subir Mohajan 20,000 0.07%

53 Soumen Saha 55,000 0.18%

54 Md. Abdul Halim 25,000 0.08%

55 Mohammad Tanvirul Islam 310,000 1.03%

56 Adnan Hyder Yusuf 252,000 0.84%

Total Shareholding by other than Directors' and Sponsors 11,260,000 37.53%

Total Shareholding before IPO [A+B] 30,000,000 100.00%

83

(q) Change in board of directors during last three years;

Name of Directors Date of Joining Date of Retirement Present Status

Mr. K.M Rahmatullah 02/12/1993 31/12/2016 Managing Director

Mr. A.S.M. Jamaluddin 02/12/1993 31/12/2016 Chairman

(r) Director’s engagement with similar business.

No directors are engagement with any other similar business.

84

CHAPTER (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;

Auditors’ certificate on statement of related party transaction during the last five years or any

shorter period of commercial operation After due verification, we certify that the status of related party transactions of Infinity Technology International

Ltd for the following periods were as follows:

Amounts in BDT

This certificate is issued at the request of the management for the purpose of Initial Public Offering (IPO)

Sd/-

Place : Dhaka Masih Muhith Haque & Co.

Date : March 31, 2018 Chartered Accountants

Name of Parties Relationship Nature of

Transaction

As at As at As at As at As at As at

31.12.17 30-06-17 30-06-16 30-06-15 30-06-14 30-06-13

Mr. A.S.M Jamaluddin Director Loan - - - - - 5,209,185

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. K.M Rahmatullah Director Loan - - - - - 9,439,677

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. A.S.M Ashrafuddin Director Loan - - - - - 18,998,339

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. A.S.M Kamaluddin Director Loan - - - - - 2,200,000

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. K.M Ahsanullah Director Loan - - - - - 2,200,000

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. K.M Obaidullah Director Loan - - - - - 2,137,688

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. A.S.M Shahabuddin

Share-holder Loan - - - - - 2,200,000

Mr. A.S.M Shihabuddin

Share-holder Loan - - - - - 2,200,000

Mr. K.M Barkatullah Share-holder Loan - - - - - 2,200,000

Mr. K.M Hamidullah Share-holder Loan - - - - - 2,200,000

85

(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 or 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;

There is no related party transaction or arrangement entered into by the issuer.

(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.

No loan was taken or given from or to Directors or any person connected with the Directors of Infinity

Technology International Limited (ITIL).

86

CHAPTER (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;

Name Position Department Salary/ Year

Mr. Khondker Aminul Islam Chief Technical Officer IT 1,980,000

Mr. A.K.M Ziaul Islam Chief Marketing Officer Marketing 1,632,000

Mr. Md. Jalal Uddin General Manager Administration 1,200,000

Mr. Anwar Mostafa Sarker* Sr. Manager Finance & Accounts Accounts 732,000

Mr. Md. Hamidur Rahman Deputy General Manager IT 720,000

*MR. Anwar Mostafa Sarker has recently joined (01 Feb, 2018) to take over as acting CFO from the present incumbent Mr. Matiar Rahman.

(b) Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year;

Particulars Nature of Payment Jun-Jul, 2017 (BDT)

1. Directors Board meeting Fee -/-

2. Directors Remuneration 5,400,000/-

3. officers Managers and Above Salary, Bonus & other Allowances 9,298,850/-

Total 14,698,850/-

(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 accounting year;

S/N Financial Year Details Total Tk. Approval at AGM held

on

1 2012-2013 Tk. 40743 @ 12 P.A * 6 2,933,500 31 Dec' 2013

2 2013-2014 Tk. 44167 @ 12 P.A * 6 3,180,000 31 Dec' 2014

3 2014-2015 Tk. 75000 @ 12 P.A * 6 5,400,000 22 Dec' 2015

4 2015-2016 Tk. 75000 @ 12 P.A * 6 5,400,000 22 Dec' 2015

5 2016-2017 Tk. 75000 @ 12 P.A * 6 5,400,000 22 Dec' 2015

(d) The board meeting attendance fees received by the director including the managing director along

with date of approval in AGM or EGM; The directors including the managing director of the company doesn’t receive any AGM & EGM attendance

fees.

(e) Any contract with any director or officer providing for the payment of future compensation;

The Company has not entered into any contract with any of its Directors or Officers for any future

compensation packages.

87

(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto;

The issuer does not intend to substantially increase the remuneration paid to its directors and officers. (g) Any other benefit or facility provided to the above persons during the last accounting year.

No directors and officers of Infinity Technology International Limited (ITIL) received any other benefit or

facility in the last accounting year except which is disclosed above.

CHAPTER (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:

The Company has no options granted to Directors, Officers or any other employees of the Company or to

any other person who was not involved in the Company.

(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:-

The Company has no options granted to Directors, Officers or any other employees of the Company or to

any other person who was not involved in the Company.

88

CHAPTER (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;

Anything of value were not received or were not to be received by the issuer from the directors, subscribers to

the memorandum, or the officers to the issuer during the last five years.

(b) If any assets were acquired or to be acquired within next two financial years 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.

No such arrangements exist.

89

CHAPTER (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;

SL Applicant/ Shareholder's

Name Position Address B/O Account No.

Share Amount in

BDT

Pre IPO Shareholdings

(%)

1 Mr. A.S.M. Jamaluddin Chairman 44/K, Indira Road, Tejgaon, Dhaka-1215 1604790063826607 14,600,000 4.87%

2 Mr. K.M Rahmatullah Managing Director

Road No. 114, House No. 25, Gulshan, Dhaka-1212 1604790063826872 14,600,000 4.87%

3 Mr. A.S.M. Ashrafuddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215 1604790063826899 14,600,000 4.87%

4 Mr. K.M. Obaidullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212 1604790063827421 14,600,000 4.87%

5 Mr. A.S.M. Kamaluddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215 1604790063826880 14,600,000 4.87%

6 Mr. K.M. Ahsanullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212 1604790063827438 14,600,000 4.87%

7 Mr. K.M. Barkatullah Sponsor

Shareholder Road No. 114, House No. 25, Gulshan, Dhaka-1212 1604790063827446 14,600,000 4.87%

8 Mr. K.M. Hamidullah Sponsor


9 Mr. A.S.M. Shihabuddin Sponsor

Shareholder 44/K, Indira Road, Tejgaon, Dhaka-1215 1604790063827470 14,600,000 4.87%

10 Mr. A.S.M. Shahabuddin Sponsor


11 Ferdous Sharmina Osman Sponsor


12 Abeda Parveen Sponsor


13 Gaji Munibur Rahman Shareholder Apt# 4D, House# 67, Road# 6A, Dhanmondi R/A, Dhaka- 1209. 3,600,000 1.20%

14 Saima Ahmed Shareholder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 1,800,000 0.60%

15 Asif Ahmed Shareholder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 1,800,000 0.60%

90

16 Nasiha Ahmed Shareholder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209 1,800,000 0.60%

17 Hemayet Uddin Ahmed Shareholder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 1202460053948215 540,000 0.18%

18 Tripti Rani Ghose Shareholder Vill- Baro Harishpur, P.O & P.S- Natore, Dist.- Natore. 1202460001109529 540,000 0.18%

19 ABACI Investments Limited (MDA)

Shareholder Rupayan Prime (7th Floor), Plot# 02, Road# 07, Dhanmondi, Dhaka.

1602770045524684 12,000,000 4.00%

20 BMSL Investment Ltd. Shareholder Sharif Mansion, 56-57, Motijheel (4th Floor), C/A, Dhaka-1000. 1604940020020801 8,000,000 2.67%

21 Md. Mazharul Islam Chowdhury

Shareholder 122/5, North Mugda Para, P.O- Basabo, Dhaka- 1214. 1202830020038094 500,000 0.17%

22 Prilink Securities Ltd Shareholder Unit# 11-C, City Centre (11th Floor), 103, Motijheel C/A, Dhaka-1000.

1203300005828888 1,000,000 0.33%

23 Farida Banu Shareholder House# 41, Road# 05, Apt# D4, Dhanmondi, Dhaka. 1203300045081619 2,000,000 0.67%

24 Dr. Md. Abu Syed Tito Shareholder Zahir's Lake View South, Flat# A-10, House# 55, Road# 6/A, Dhanmondi, Dhaka- 1209.

1203300000173662 3,000,000 1.00%

25 Dr. Md. Zahirul Islam Shareholder Apt# Rubi-A, Road# 72, House# 07, Gulshan-2, Dhaka- 1212. 1203300015280627 1,000,000 0.33%

26 Md. Gias Uddin Shareholder Cordial Samella, Flat# 4B, TA- 185/3, South Badda, Gulshan, Dhaka- 1212.

1604790062489766 500,000 0.17%


Shareholder 64, Motijheel C/A, (2nd Floor), Dhaka-1000. 1205150045165228 5,000,000 1.67%

28 Md. Habibur Rahman Shareholder House# 39, Road# 02, Sector- 9, Uttara, Dhaka. 1203310004098168 2,500,000 0.83%

29 A.N.M Yeahea Shareholder House# 14, (NWK), Road# 50, Gulshan- 02, Dhaka-1212. 1202850000039715 5,000,000 1.67%

30 Haseeb Ahmed Shareholder House# 24, Road# 01, Block-01, Banani, Dhaka. 1204290058588607 2,500,000 0.83%

31 Azmat Niaz Shareholder House# 24, Road# 01, Block-01, Banani, Dhaka. 1204290060245650 2,500,000 0.83%

32 Bangladesh Ship Breaking Ltd.

Shareholder As-Salam Tower (9th Floor), 57, Agrabad, Double Morning, Chittagong.

1204290062520516 5,000,000 1.67%

33 Al-Haj Abdul Malek Mollah Shareholder Full Moon Flat# A-2, House# 12-14, Road#06, Block# E, Niketon, Gulshan- 01, Dhaka.

1204290017964183 2,500,000 0.83%

34 Shegufta Rahman Prima Shareholder Priyo Prangon Building- A, Flat# 05 & 06, 02 Paribag, Dhaka- 1000.

1204290044540108 2,500,000 0.83%

35 Rukhna Rahman Tasha Shareholder Priyo Prangon Building- A, Flat# 05 & 06, 02 Paribag, Dhaka- 1000.

1204290044540116 2,500,000 0.83%

36 Mr. Salim Rahman Shareholder 17, Badsha Meah Chowdhury Road, Mehendibag , Panchalish, Chittagong.

1201840003495598 5,000,000 1.67%

91

37 Abdus Samad Shareholder House# 57/A, Road# 01, Suganda R/A, Chakbazar, Panchalish, Chittagong.

1204290058417683 10,000,000 3.33%

38 Mr. Proshanta Kumar Halder Shareholder House# 5/1, Dhanmondi, R/A, Dhaka. 1204290058579698 10,000,000 3.33%

39 Dr. Shafinaz Islam Shareholder Zahir's Lake View South, Flat# A-10, House# 55, Road# 6/A, Dhanmondi, Dhaka-1209.

1203300007721878 3,000,000 1.00%

40 Md. Mamunur Rashid Shareholder Eunuos Trade Cener, Level-7, 52-53, Dilkusha C/A, Dhaka- 1000. 1205780062279068 1,000,000 0.33%

41 IIDFC Securities Limited Shareholder Eunuos Trade Cener, Level-7, 52-53, Dilkusha C/A, Dhaka- 1000. 1204480020376052 1,000,000 0.33%

42 Parkway Holdings Ltd. Shareholder Flat No. 7/B, Pankouri, 20 Chamelibagh, Shantinagar, Dhaka-1217.

1201520058588615 1,000,000 0.33%

43 Md. Mustafa Shareholder Sheltech Symphony House No.- 09, Road No.-33, Flat3 2C, Gulshan- 01, Dhaka- 1212.

1203510000007468 1,500,000 0.50%

44 Ms. Nusrat Hafiz Shareholder Apt# B1, House# 71, Roard# 16, Block# A, Banani, Dhaka. 1203510000699761 500,000 0.17%

45 Dr. Mohammad Shariful Islam

Shareholder Depatment of Civil Engg, BUET, Dhaka- 1000. 1203220016201740 500,000 0.17%

46 Dr. A.K.M. Masud Shareholder Depatment of IPE, BUET, Dhaka- 1000. 1202550003592391 500,000 0.17%

47 Dr. Md. Mostofa Akbar Shareholder Depatment of CSE, BUET, Dhaka- 1000. 1601880000633787 200,000 0.07%

48 Md. Shah Alam Mirdha Shareholder 43/4D, BUET, Staf Quater, Lalbag, Dhaka. 1201930062631985 200,000 0.07%

49 Anindya Iqbal Shareholder 47/1/B, BUET Teachers' Quarter, Dhaka- 1000. 1203710062636902 200,000 0.07%

50 Kazi Amira Hossain Shareholder 317/B, Khilgaon Taltala, Rampura, Dhaka- 1219. 1203220062629339 500,000 0.17%

51 Md. Shahidullah (Shyamol) Shareholder Neptune Hights, 47, Siddeshwary, Suit No.201, Ramna, Dhaka. 1202400000173357 2,800,000 0.93%

52 Subir Mohajan Shareholder 387, Tejgoan, Channel 24 1204500058527981 200,000 0.07%

53 Md. Abdul Halim Shareholder House# 819, Road# 12, Avenue- 06, Mirpur, DOHS, Dhaka. 1203350012293903 250,000 0.08%

54 Soumen Saha Shareholder 83, Narinda Road, Narinda, Dhaka-1100. 1202020053888419 550,000 0.18%

55 Mohammad Tanvirul Islam Shareholder Flat# A6, House# 6/10, Block# C, Lalmatia, Dhaka. 1604790018061957 3,100,000 1.03%

56 Adnan Hyder Yusuf Shareholder Apt # 04, House # 41, Road # 05, Dhanmondi, Dhaka-1209 1201930045058131 2,520,000 0.84%

Total 300,000,000 100.00%

92

(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 held

including percentage, position held in other companies of all the directors before the public issue;

All the directors of the company do not hold any position in any other companies.

(c) The average cost of acquisition of equity shares by the directors certified by the auditors;

Auditors Certificate regarding average cost of acquisition of

equity shares by the Directors:

This is to certify that all the shares of Infinity Technology International Ltd have been allotted to its Directors in face value

and in cash/bonus/other than cash and the average cost of acquisition of equity by the Directors is Tk.10 each. The number

of shares has been calculated considering the face value of shares at Tk. 10 each because the denomination of shares has

been converted from Tk. 1,000 per share to Tk. 10 per share on February 25, 2013. Necessary Particulars of shareholdings,

allotment dates and considerations are given below-

Date of Allotment

Nature of Transacti

on

No. of Shares Held

Consideration

Face Value

of Share (Tk.) M

r. A

.S.M

.

Jam

alu

dd

in

Mr.

K.M

.

Rah

mat

ulla

h

Mr.

A.S

.M.

Ash

rafu

dd

in

Mr.

K.M

.

Ob

aid

ulla

h

Mr.

A.S

.M.

Kam

alu

dd

in

Mr.

K.M

.

Ah

san

ulla

h

MOA & AOA

By Allotment

10,000 10,000 10,000 10,000 10,000 10,000 Cash 10

10-Feb-13 By

Transfer -3,000 -3,000 -3,000 -3,000 -3,000 -3,000 Cash 10

28-Jun-13 By

Allotment 693,000 693,000 693,000 693,000 693,000 693,000

Other than Cash (Bonus)

10

30-Jun-15 By

Allotment 560,000 560,000 560,000 560,000 560,000 560,000

Other than Cash (Bonus)

10

15-Nov-15 By

Allotment 200,000 - - - - 200,000 Cash 10

17-Nov-15 By

Allotment - 200,000 - 200,000 - - Cash 10

19-Nov-15 By

Allotment - - 200,000 - 200,000 - Cash 10

Total Shareholdings 1,460,000 1,460,000 1,460,000 1,460,000 1,460,000 1,460,000

Sd/-

Place: Dhaka Masih Muhith Haque & Co.


93

(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors

or directors. In this connection, a statement to be included: -

Mr. A.S.M. Jamaluddin, Chairman

Date of Allotment/Transfer of

fully paid-up shares Consideration Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices

Cumulative no. of Equity shares

% pre- issue paid up

capital

% Post issue paid up

capital

Sources of fund

At incorporation Cash Ordinary Shares 10,000 10 10 10,000

4.87% 2.43% Own

Source

10.02.2013 Cash Ordinary Shares -3,000 10 10 7,000

28.06.2013 Bonus Ordinary Shares 693,000 10 10 700,000

30.06.2015 Bonus Ordinary Shares 560,000 10 10 1,260,000

15.11.2015 Right Shares Ordinary Shares 200,000 10 10 1,460,000

Mr. K.M. Rahmatullah, Managing Director



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





Mr. A.S.M. Ashrafuddin, Director



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





94

Mr. K.M. Obaidullah, Director



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





Mr. A.S.M. Kamaluddin, Director



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





Mr. K.M. Ahsanullah, Director



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





95

Mr. A.S.M. Shihabuddin, Sponsor Shareholder



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





Mr. K.M. Barkatullah, Sponsor Shareholder



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





Mr. A.S.M. Shahabuddin, Sponsor Shareholder



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





96

Mr. K.M. Hamidullah, Sponsor Shareholder



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


4.87% 2.43% Own

Source





Ferdous Sharmina Osman, Sponsor Shareholder



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund

10.02.2013 Cash Ordinary Shares 11,500 10 10 11,500

6.90% 3.45% Own

Source 28.06.2013 Bonus Ordinary Shares 1,138,500 10 10 1,150,000


Abeda Parveen, Sponsor Shareholder



No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund

10.02.2013 Cash Ordinary Shares 11,500 10 10 11,500

6.90% 3.45% Own

Source 28.06.2013 Bonus Ordinary Shares 1,138,500 10 10 1,150,000


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

No shares have been issued by the company at a price lower than the IPO issue price;

(f) History of significant (5% or more) changes in ownership of securities from inception.

No such changes in ownership of securities from inception.

97

CHAPTER (XIV): CORPORATE GOVERNANCE:

(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate

Governance Guidelines of the Commission;

Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines

of Bangladesh Security and Exchange Commission (BSEC);

The Company declares it has complied with the requirements of the applicable regulations of Corporate

Governance Guidelines of Bangladesh Security and Exchange Commission (BSEC) and accordingly constitutes

several committees under the board for good governance. A certificate of compliance from competent

authority has been incorporated accordingly.

Sd/-

K.M. Rahmatullah

Managing Director


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

CERTIFICATE ON COMPLIANCE ON CORPORATE GOVERNANCE OF

INFINITY TECHNOLOGY INTERNATIONAL LIMITED

[As per required under the Bangladesh Securities and Exchange Commission (BSEC) Guideline]

We have examined the compliance to the BSEC guidelines on Corporate Governance by Infinity Technology

International Limited for the period of 01 July, 2016 to 16 February, 2018. These Guidelines relate to the

Notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated 7 August 2012, as amended vide notification

dated 21 July, 2013 and 18 August, 2013 of Bangladesh Securities and Exchange Commission (BSEC) on Corporate

Governance.

Such compliance to the codes of Corporate Governance is the responsibility of the company. 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 on the attached statement on the basis of evidence

gathered and representation received.

In our opinion and to the best of our information and according to the explanations provided to us, we certify

that the Company has completed with the conditions of Corporate Governance as stipulated in the above

mentioned guidelines is issued by BSEC.

Sd/- Place : Dhaka M.N. Islam & Co. Date : February 17, 2018 Chartered Accountants

98

COMPLIANCE REPORT ON BSEC'S NOTIFICATION

INFINITY TECHNOLOGY INTERNATIONAL LIMITED.

Status of compliance with the conditions of Corporate Governance Guidelines as set by Bangladesh Securities

and Exchange Commission (BSEC) by the Notification no. SEC/CMRRCD/2006-158/134/ADMIN/44 dated

August 07, 2012 and subsequently amended through their notification no. SEC/CMRRCD/2006-

158/147/ADMIN/48 dated July 21, 2013 issued under section 2CC of the Securities and Exchange Ordinance,

1969.

Condition No.

Title

Compliance Status (Put √ in the appropriate column)

Remarks (if any)

Complied Not Complied

1.0 BOARD OF DIRECTORS

1.1 Board's Size

The number of the Board members of the company shall not be less than 5(five) and more than 20(twenty).

√

1.2 Independent Directors:

1.2 (i) At least one fifth (1/5) of the total number of directors in the company's board shall be independent directors.

√

1.2 (i) a) The independent director does not hold any share in the company or hold's less than one percent (1%) shares of the total paid-up shares of the company.

√

1.2 (ii) b)

The independent director is not a sponsor of the company and is not connected with the company's any sponsor or director or shareholder who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship. His/her family members also should not hold above mentioned shares in the company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law & daughter-in-law shall be considered as family members.

√

1.2 (ii) c) The independent director does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies.

√

1.2 (ii) d) The independent director is not a member, director or officer of any stock exchange.

√

1.2 (ii) e) The independent director is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market.

√

1.2 (ii) f)

The independent director is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company's statutory audit firm.

√

1.2 (ii) g) The independent director shall not be an independent director in more than 3(three) listed companies.

√

1.2 (ii) h)

The independent director has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a Non-Bank Fianacial Institution (NBF).

√

99

Condition No.

Title


Remarks (if any)


1.2 (ii) i) The independent director has not been convicted for a criminal offence involving moral turpitude.

√

1.2 (iii) The independent director(s) shall be appointed by the board of directors and approved by the shareholders in the Annual General Meeting (AGM).

√

1.2 (iv) The post of independent director(s) cannot remain vacant for more than 90(ninety) days.

√

1.2 (v) The board shall lay down, a code of conduct of all Board members and annual compliance of the code to be recorded.

√

1.2 (vi) The tenure of office of an independent director shall be for a period of 3(three) years, which may be extending for 1 (one) term only.

√

1.3 Qualification of Independent Director (ID):

1.3 (i)

Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financials, regularity and corporate laws and can make meaningful contribution to business.

√

1.3 (ii)

The person should be a Business Leader/ Corporate Leader Bureacurat/ University Teacher with Economics or Business studies or Law background/ Professionals like Chartered Accountants, Cost & Management Accountants and Chartered Secretaries. The independent director must have at least 12 (twelve) years of corporate management/ Professional experiences.

√

1.3 (iii) In special cases the above qualifications may be relaxed subject to prior approval of the Commission.

- N/A

1.4 Chairman of the Board and Chief Executive Officer:

The positions of the Chairman of the board and the Chief Executive Officer of the companies shall be field by different individuals. The Chairman of the company shall be elected from among the directors of the company. The Board of Directors shall clearly define respective roles and responsibilities of the Chairman and the Chief Executive Officer.

√

1.5 The Directors's Report of Shareholders

The directors of the companies shall include the following additional statements in the Directors Report prepared under section 184 of the companies Act, 1994 (Act No. XVII of 1994):

1.5 (i) Industry outlook and possible future developments in the industry.

√

1.5 (ii) Segment-wise or product -wise performance. √

1.5 (iii) Risk and concerns. √

1.5 (iv) A discussion on cost of Goods sold, Gross profit Margin and Net profit Margin.

√

1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss.

√

1.5 (vi) Basis for related party transactions- a statement of all related party transactions should be disclosed in the Annual Report.

√

100

Condition No.

Title


Remarks (if any)


1.5 (vii) Utilization of proceeds from public issues, right issues and/or through any others instruments.

√

1.5 (viii)

An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Listing etc.

- N/A

1.5 (ix)

If significant variance occurs between Quarterly Financial Performance and Annual Financial statements the management shall explain about the variance on their Annual Report.

- N/A

1.5 (x) Remuneration to directors including independent directors.

√

1.5 (xi)

The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity.

√

1.5 (xii) Proper books of accounts of the issuer company have been maintained.

√

1.5 (xiii)

Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment.

√

1.5 (xiv)

International Accounting Standard (IAS)/ Bangladesh Accounting Standards (BAS)/ International Financial Reporting Standard (IFRS)/ Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed.

√

1.5 (xv) The system of internal control is sound in design and has been effectively implemented and monitored.

√

1.5 (xvi)

There are no significant doubts upon the issuer company's ability to continue as a going concern. If the issuer company is not considered to be a going concern, the fact along with reasons thereof should be disclosed.

√

1.5(xvii) Significant deviations from the last year's operating results of issuer company shall be highlighted and the reasons thereof should be explained.

- N/A

1.5 (xviii) Key operating and financial data of at least preceding 5(five) years shall be summarized.

√

1.5 (xix) If the issuer company has not declared dividend (Cash or Stock) for the year, the reasons thereof shall be given.

√

1.5 (xx) The number of Board meetings held during the year and attendance by each director shall be disclosed.

√

1.5 (xxi) The pattern of shareholding shall be reported to disclosed the aggregate number of shares (along with name wise details where stated below):

1.5 (xxi) a) Parent/ Subsidiary/ Associated companies and other related parties (name wise details).

√

1.5 (xxi) b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal

√

101

Condition No.

Title


Remarks (if any)


Audit and their spouses and minor children (name wise details).

1.5 (xxi) c) Executives. √

1.5 (xxi) d) Shareholders holding ten percent (10%) or more voting interest in the company (name wise details).

√

1.5(xxii) In case of appointment/ re-appointment of a Director the company shall disclose the following information to the shareholders:

1.5 (xxii) a)

A brief resume of the director. √

1.5 (xxii) b)

Nature of his /her expertise in specific functional areas.

√

1.5 (xxii) c)

Names of companies in which the person also holds the directorship and the membership of committees of the board.

√

2.0 CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY (CS)

2.1 Appointment

The company shall appoint a Chief Financial Officer (CFO), a head of Internal Audit (Internal control and Compliance) and a Company Secretary (CS). The board of Directors should clearly define respective roles, responsibilities and duties of the CFO the head of internal Audit and the CS.

√

2.2 Requirement to attend the Board Meetings:

The CFO and the company secretary of the companies shall attend the meeting of the Board of the Directors provided that the CFO and / or the Company Secretary shall not attend such part of a meeting of the Board of Directors which involves consideration of an agenda item relating of their personal matters.

√

3.00 AUDIT COMMITTEE

3 (i) The company shall have an Audit Committee as a sub-committee of the Board of Directors.

√

3 (ii)

The Audit committee shall assist the Board of Directors in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business.

√

3 (iii) The audit committee shall be responsible to the Board of Directors. The duties of the Audit Committee shall be clearly set forth in writing.

√

3.1 Constitution of the Audit Committee

3.1 (i) The Audit Committee shall have composed of at least 3 (three) members.

√

3.1(ii)

The Board of Directors shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) independent director.

√

3.1 (iii)

All members of the Audit Committee should be "financially literate" and at least 1 (one) member shall have accounting or related financial management experience.

√

102

Condition No.

Title


Remarks (if any)


3.1 (iv)

When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold office until expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board of Directors shall appoint the new or not later than 1 (one) month from the date of vacancy (i.e) immediately or not later than 1 (one) month from the date of vacancy (i.e) in the Committee to ensure continuity of the performance of work of the Audit Committee.

- Noted

3.1 (v) The company secretary shall act as the secretary of the Committee.

√

3.1 (vi) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

√

3.2 Chairman of the Audit Committee:

3.2 (i) The Board of Directors shall select 1 (one) member of the Audit Committee to be Chairman of the Audit Committee, who shall be an independent director.

√

3.2 (ii) Chairman of the Audit Committee shall remain present in the Annual General Meeting (AGM).

√

3.3 Role of Audit Committee shall include the following:

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 along with the management, the annual financial statements before submission to the board for approval.

√

3.3 (vi) Review along with the management, the quarterly and half-yearly financial statements before submission to the board for approval.

√

3.3 (vii) Review the adequacy of internal audit function. √

3.3 (ix) Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors.

√

3.3 (x)

When money is raised through Initial Public Offering (IPO)/ Repeat Public Offering (RPO)/ Rights issue the company shall disclose to the Audit Committee about the uses/ applications of funds by major category (capital expenditure, sales and marketing expenses, working capital etc.) on a quarterly basis and annual basis.

- Noted

3.4 Reporting to the Audit Committee:

3.4.1 Reporting to the Board of Directors:

3.4.1 (i) The Audit Committee shall report on its activities to the Board of Directors.

√

3.4.1 (ii) The Audit Committee shall immediately report to the Board of Directors on the following, if any:

3.4.1 (ii) (a)

Report on conflicts of interests. - No such occasion

arose

103

Condition No.

Title


Remarks (if any)


3.4.1 (ii) (b)

Suspected or presumed fraud or irregularity or material defect in the internal control system.

- No such occasion

arose

3.4.1 (ii) (c)

Suspected infringement of laws, including securities related laws, rules and regulations and

- No such occasion

arose

3.41 (ii) (d)

Any other matter which shall be disclosed to the Board of Directors immediately.

- No such occasion

arose

3.4.2 Reporting to the Authorizes:

If the Audit Committee has reported to the Board of Directors about anything which has material impact on the financial condition and results of operation and has discussed with the Board of Directors and the management that any rectification is necessary and if the audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission upon reporting of such matters to the Board of Directors, for three times or completion of the period of 6 (six) months from the date of first reporting to the Board of Directors, whichever is earlier.

- N/A

3.5 Reporting to the shareholders and General Investors:

Reporting on activities carried out by the Audit Committee including any report made to the Board of Directors under condition 3.4.1 (ii) above during the year, shall be signed by the Chairman of the Audit Committee and disclosed in the annual report of the issuer company.

√

4 EXTERNAL/STATUTORY AUDITORS

4 (i) Non-engagement in Appraisal or valuation services or fairness opinions.

√

4 (ii) Non-engagement in designing and implementation of Financial Information System.

√

4 (iii) Non-engagement Book-keeping or accounting. √

4 (iv) Non-engagement Broker-dealer service. √

4 (v) Non-engagement in actuarial service. √

4 (vi) Non-engagement in internal audit service. √

4 (vii) Non-engagement in any other service determined by the audit committee.

√

4 (viii)

No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company.

√

4 (ix) Audit/certification services on compliance of corporate governance as required under clause (i) of condition No.7.

√

5 SUBSIDIARY COMPANY

5 (i)

Provisions relating to the composition of the Board of Directors of the holding company shall be made applicable to the composition of the Board Directors of the subsidiary company.

- N/A

104

Condition No.

Title


Remarks (if any)


5( ii)

At least 1 (one) independent Directors on the Board of Directors of the holding company shall be a director on the Board of Directors of the subsidiary company.

- N/A

5 (iii) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company.

- N/A

5 (iv) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also.

- N/A

5 (v) The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.

- N/A

6.0 DUTIES OF CHIEF EXECUTIVE IFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)

6 (i) The CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief.

√

6 (i) a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

√

6 (i) b)

These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards and applicable laws.

√

6 (ii)

There are to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company's code of conduct.

√

7 REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE:

7 (i)

The company shall obtain a certificate from a practicing professional Accountant/ Secretary (Chartered Accountant/Cost and Management Accountant/ Chartered Secretary) regarding compliance of conditions of Corporate Governance Guidelines of the commission and shall send the same to the shareholders along with the Annual Report on a yearly basis.

√

7 (ii)

The directors of the company shall state, in accordance with the Annexure attached, in the director’s report whether the company has complied with these condition.

√

105

(c) Details relating to the issuer's audit committee and remuneration committee, including the names

of committee members and a summary of the terms of reference under which the committees

operate.

The name of audit committee members and remuneration committee members are as follows:

Audit Committee Members Name Remuneration Committee Members Name

Mr. A.S.M. Waliullah, Independent Director

Mr. A.S.M Ashrafuddin, Director

Mrs. Sabequn Naher, Independent Director

The company Secretary shall act as the secretary of the committee. Mr. A.S.M Waliullah, Independent Director shall be the Chairman of the Committee.

Mr. A.S.M. Waliullah, Independent Director

Mr. A.S.M. Ashrafuddin, Director

Mrs. Sabequn Naher, Independent Director

The Company secretary shall act as the secretary of the committee. Mrs. Sabequn Naher, Independent Director shall be the Chairman of the committee.

The Audit Committee shall assist the Board of Directors in ensuring that the financial statements report

true and fair view of the state of affairs of the company and in ensuring a good monitoring system within

the business and that the committee will be responsible to the Board of Directors.

Duties of the Board of Director shall be as follows:

I. Review the financial reporting process.

II. Monitor choice of accounting policies and principles.

III. Monitor internal control Risk Management process.

IV. Oversee hiring and performance of external auditors.

V. Review along with the management, the annual financial statements before submission

to the board for approval.

VI. Review along with the management, the quarterly and half yearly financial statements

before submission to the board for approval.

VII. Review the adequacy of internal audit function.

VIII. Review statement of significant related party transactions submitted by the management.

IX. Review Management Letters/Letter of internal control weakness issued by statutory

auditors.

The Remuneration Committee shall assist the board of Directors in ensuring that the employment and

remuneration are rational and commensurate to qualification and experience and in ensuring a good

monitoring system within the business and that the committee will be responsible to the board of

Directors.

106

CHAPTER (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 Infinity Technology International Limited prepared by issue

manager (IIDFC Capital Limited) on the basis of financial and all other pertinent 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;

The valuation report of securities offered is prepared and justified by us on the basis of the financial and all other information pertinent to the Issue. To prepare the valuation report, as a issue manager, we consider all qualitative and quantitative factors which we explained in details with rationale to consider such factors, the valuation methods used, sources of information and authenticity of such information in the below.

Qualitative and Quantitative factors for valuation:

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

Good Corporate Governance is a key factor for a business and it is well-practiced in ITIL. The Management of the company is highly experienced. The Company obtained ISO 9001:2008 Certificate. The company is properly structured and professionally managed. Founder member of Bangladesh Association of Software & Information Services (BASIS). Alliance with International Partners, namely Qualitype GmbH, Oracle, Abbott Informatics &

Ocean Systems. The company has eight divisional sales offices spread over the entire country. Closely working with different government level organizations.

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 Valuation.

107

(c) While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and

shall exercise independence and due diligence;

The Issue Manager (IIDFC Capital Limited) while preparing the valuation report, avoid exaggeration and biasness and also 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 Infinity Technology International Ltd. under different methods:

The justification of the offer price is presented below for users’ decision making:

Sl. No. Valuation Methods Fair Value

(BDT)

Method -01 Net Asset Value (NAV) at historical or Current costs 17.64

Method -02 Historical Earnings based value per share(Considering Avg. Sector P/E) 43.43

Historical Earnings based value per share(Considering Avg. Market P/E) 22.53

Method-03 Yearly Average market price of Similar Stocks 34.83

Method-01: Net Asset Value per share:

NAV per share is based on the information of the latest audited financial statements as on December 31, 2017. NAV per share at current costs is BDT 17.64 that has been derived by dividing the net assets at the end of the period by the number of outstanding shares as shown in the table below:

Particulars Note Fair Value

(BDT)

Share Capital as on December 31, 2017 A 300,000,000

Revaluation Reserve as on December 31, 2017 B -

Retained Earnings as on December 31, 2017 C 229,143,552

Total Shareholders’ Equity as on December 31, 2017 A+B+C=D 529,143,552

Number of share as on December 31, 2017 E 30,000,000

Net Assets Value (NAV) per share as on December 31, 2017 (D/E) 17.64

108

Method-02: Earning Based Value per Share

Earning-based-value per share based on historical information sourced from audited financial statements and statistics 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 sector earnings multiple. The weighted average Earnings per share (EPS) is BDT 1.39 and the Twelve months average Sector P/E is 31.28. Therefore, Earning-based-value per share has been derived as BDT 43.43.

Year No. of shares Weight (%) Net profit after

Tax (BDT) Weighted net profit after tax

31-Dec-17 30,000,000 0.25 11,587,574 2,945,993

30-Jun-17 30,000,000 0.25 31,538,294 8,018,210

30-Jun-16 20,000,000 0.17 54,393,828 9,219,293

30-Jun-15 18,000,000 0.15 71,086,791 10,843,748

30-Jun-14 10,000,000 0.08 62,632,824 5,307,866

30-Jun-13 10,000,000 0.08 62,778,684 5,320,227

Total 118,000,000 1.00 308,518,741 41,655,338

Total number of shares before IPO 30,000,000

Weighted average EPS 1.39

Market P/E Multiple*(Considering Avg. Sector P/E) 31.28

Earnings - based -Value per share (BDT) 43.43

Earning-based-value per share based on historical information sourced from audited financial statements and statistics 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 sector earnings multiple. The weighted average Earnings per share (EPS) is BDT 1.39 and the Twelve months average market P/E is 16.23. Therefore, Earning-based-value per share has been derived as BDT 22.53.

Year No. of shares Weight (%) Net profit after

Tax (BDT) Weighted net

profit after tax

31-Dec-17 30,000,000 0.25 11,587,574 2,945,993

30-Jun-17 30,000,000 0.25 31,538,294 8,018,210

30-Jun-16 20,000,000 0.17 54,393,828 9,219,293

30-Jun-15 18,000,000 0.15 71,086,791 10,843,748

30-Jun-14 10,000,000 0.08 62,632,824 5,307,866

30-Jun-13 10,000,000 0.08 62,778,684 5,320,227

Total 118,000,000 1.00 308,518,741 41,655,338

Total number of shares before IPO 30,000,000

Weighted average EPS 1.39

Market P/E Multiple*(Considering Avg. Market P/E) 16.23

Earnings - based -Value per share (BDT) 22.53

109

*Calculation of relevant P/E multiple:

Nature of business of Infinity Technology International Ltd. is similar to the business of companies listed in stock exchanges under IT Sector. So, we have considered the 12 months average sector P/E multiple to determine the earning-based-value per share.

Month Market P/E IT Sector P/E

Feb'17 16.04 30.69

Mar'17 16.32 29.24

Apr'17 15.50 31.80

May'17 15.25 32.52

Jun'17 15.74 34.05

Jul'17 16.19 35.02

Aug'17 16.33 34.88

Sep'17 16.31 33.31

Oct'17 16.10 31.67

Nov'17 16.47 27.56

Dec'17 17.28 27.98

Jan'18 17.18 26.64

Average 16.23 31.28

Source: DSE web site.

Method-03: Yearly Average market price per share of similar stocks:

Average Market Price of Similar Stocks is BDT 34.83

Twelve Months average Close Price of Similar Stocks:

Month End Date Aamra Technologies

Limited Agni Systems

Ltd. BDCOM Online

Ltd. Daffodil

Computers Ltd.

1 28-Feb-17 33.20 23.90 26.00 39.70

2 30-Mar-17 33.10 23.60 25.10 36.40

3 30-Apr-17 36.60 24.60 35.70 42.70

4 31-May-17 38.10 27.40 40.30 38.30

5 29-Jun-17 41.50 26.60 45.50 41.00

6 31-Jul-17 39.70 28.10 42.90 51.30

7 31-Aug-17 38.50 27.50 45.80 48.90

8 28-Sep-17 38.90 25.90 42.80 45.90

9 31-Oct-17 33.40 23.60 31.60 52.00

10 30-Nov-17 31.60 22.90 27.10 46.80

11 28-Dec-17 33.30 21.90 27.20 43.40

12 31-Jan-18 32.50 20.70 26.80 41.50

Average Price 35.87 24.73 34.73 43.99

Average Market Price Per Share of Similar Stocks 34.83

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Average market price of similar stock based valuation (Assumption)

1. The average month end close price of the peer Company from February, 2017 to January 2018 is considered.

Rationale for choosing these 4 Companies:

There are eight IT companies listed in the capital market. Among the eight companies ITIL has taken four companies because ITIL’s capital structure and revenue matches to these 4 (Four) companies.

Amount in BDT million

No. Name of Company Turnover Paid-up Capital

1 AAMRATECH (aamra technologies limited ) 1171.44 553.69

2 AGNISYSL (Agni Systems Ltd.) 326.77 658.15

3 BDCOM (BDCOM Online Ltd.) 520.96 443.07

4 DAFODILCOM (Daffodil Computers Ltd.) 651.97 499.12

Explanation of similarities:

1. ITIL having a Revenue of BDT 87.28 million in the FY 2017, it is justifiable to consider the companies having more or closes to the revenue of ITIL. In our Analysis, companies having revenue between BDT 150.00-1200.00 million as of June 2016/2017 are considered as comparable annual revenue.

2. Considering the Capital Base of ITIL of BDT 300.00 million, companies with paid-up Capital between BDT 450.00-650.00 million as of June 2016/2017, are considered as comparable companies.

3. Extreme values have been excluded to avoid distortion.

4. Companies having annually published data have been considered only.

Source:

1. Annual Report of Issuer Company 2. Monthly review published by Dhaka Stock Exchange Ltd.

Offer Price:

Based on the above-mentioned valuation methodologies as per Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the management of the company in consultation with the Issue Manager has set the issue price at BDT 10.00 each at par value.

Conclusion:

Therefore, the issue manager and management of the company believe that the offering price of Tk.10.00 per share is justified.

For the Issue Manager:

Sd/-

Mohammed Saleh Ahmed Chief Executive Officer IIDFC Capital Limited Date: 04/ 04/ 2018

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CHAPTER (XVI): DEBT SECURITIES

(a) The terms and conditions of any debt securities that the issuer company may have issued or is planning to issue within next six months, including their date of redemption or conversion, conversion or redemption features and sinking fund requirements, rate of interest payable, Yield to Maturity, encumbrance of any assets of the issuer against such securities and any other rights the holders of such securities may have;

The Company has not issued or is planning to issue any debt security within six months.

(b) All other material provisions giving or limiting the rights of holders of each class of debt securities outstanding or being offered, for example subordination provisions, limitations on the declaration of dividends, restrictions on the issuance of additional debt or maintenance of asset ratios;

The Company has not issued or is planning to issue any debt security.

(c) Name of the trustee(s) designated by the indenture for each class of debt securities outstanding or being offered and describe the circumstances under which the trustee must act on behalf of the debt holders;

The Company has not issue any debt security. So there is no trustee for this issue.

(d) Repayment or redemption or conversion status of such securities.

The Company has not issue any debt security. So there is no repayment or redemption or conversion status of such securities.

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CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES

Parties Involved with ITIL Responsibilities of the Parties

(a) Issue manager IIDFC Capital Ltd

The ISSUE MANAGER is responsible to comply with all the requirements as per Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015 including preparation and disclosures made in the prospectus, Roadshow and other responsibilities as mentioned in the due diligence certificate.

(b) Underwriter(s)

1. IIDFC Capital Ltd 2. Prime Bank Investment Ltd 3. AIBL Capital Management

Ltd. 4. BD Finance Capital Holdings

Limited 5. EXIM Islami Investment

Limited

The Underwriter(s) is responsible to underwrite the public offering on a firm- commitment basis as per requirement of Bangladesh Securities and Exchange Commission (Public Issue) Rules 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(s).

(c) Statutory Auditors Masih Muhith Haque & Co. Chartered Accountants

Auditors’ responsibility is to express an opinion on the consolidated financial statements based on the audit. Auditors conducted the audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards required to comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

(d) Cost and

Management Accountants

N/A N/A

(e) Valuer N/A N/A

(f) Credit rating

Company N/A N/A

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CHAPTER (XVIII): MATERIAL CONTRACTS

Major agreements entered into by the issuer;

The following are material contracts in the ordinary course of business, which have been entered into by the Company:

(a) Major agreements entered into by the issuer:

1. Issue Management Agreement between the Company and the Manager to the issue, IIDFC

Capital Ltd. 2. Underwriting Agreements between the Company and the Underwriter(s);

Copies of the aforementioned contracts and documents and a copy of Memorandum of Association and

Articles of Association of the Company and the Consent Letter from the Bangladesh Securities and

Exchange Commission may be inspected, on any working day during office hours at the Corporate Office

of the Company and the Manager(s) to the Issue.

(b) Material parts of the agreements:

Contact Particulars Material Parts of Agreement

Issue Management Agreement between the Company and;

a. IIDFC Capital Ltd

Signing Date 3rd August, 2017

Tenure This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement

Principal Terms and Condition

1. MANAGER TO THE ISSUE 1.1 Subject to the terms and conditions hereunder, the Issuer upon

undertaking the Public Issue shall engage the Issue Manager(s) for rendering the services to be performed under this Agreement.

1.2 That the Issue Manager(s) shall act as the Manager to the Issue and render financial advisory services to the Public Issue as described hereunder in Clause 2.

2. SCOPE OF SERVICES The scope of the services to be rendered by the Issue Manager(s) to the Issuer under this agreement shall be as detailed hereunder:

2.1 2.2 CONSULTANCY SERVICES

2.2.1 Capital Structuring of the Public Issue 2.2.2 Advice for documentation and preparation of related papers 2.2.3 Liaisons with other financiers like Banks/Financial Institutions etc. 2.2.4 Advice for making necessary amendments in the memorandum

and Articles of Association if needed before going for Public Issue. 2.3 2.4 ISSUE MANAGEMENT SERVICES

2.4.1 Regulatory compliance i. Review the documents related to submission of prospectus

ii. Preparation of Prospectus iii. Incorporation of modification suggested by the Bangladesh

Securities and Exchange Commission (BSEC) iv. Preparation of all necessary papers and deeds for submission to

the BSEC for making the Public Issue effective

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v. Follow up with BSEC vi. Selection of main banker in consultation with the Issuer

vii. Assist in obtaining approval from the BSEC viii. Filing of the BSEC approved prospectus with Register of Joint Stock

Companies and Firms (RJSC). 2.4.2 Underwriting Co-operation

i. Placing of underwriting proposals to the potential underwriters ii. Co-ordination with the Underwriters

iii. Documentation/Preparation of underwriting agreement etc. 2.4.3 After consent tasks

i. Filing of application for listing on Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange Limited (CSE)

ii. Assist the issuer in replying queries of BSEC, DSE and CSE, if any iii. Monitoring of distribution of prospectus and form to banks and

members of DSE and CSE iv. Monitoring of subscription v. Monitoring of compliance issues.

2.5 The Issue Manager(s) will take such steps as are necessary to ensure completion of allotment and dispatch of letters of allotment and refund warrants to the applicants according to the basis of allotment approved by the Bangladesh Securities and Exchange Commission. The Issuer undertakes to bear all expenses relevant to the share application processing, allotment and dispatch of letters of allotment and refund warrant. The Issuer shall also bear all expenses related to printing and issuance of share certificate and connected government stamps and hologram expenses etc.

2.6 The Issue Manager(s) will also monitor & co-ordinate the post issue work as required by the Issuer. Notwithstanding the above, if any other services required but not listed herein above for the effective Public Issue shall be performed by the same.

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Underwriting Agreements between the Company and the Underwriters;

a) IIDFC Capital Limited.

b) Prime Bank Investment Limited.

c) AIBL Capital Management Limited.

d) BD Finance Capital Holdings Limited.

e) EXIM Islami Investment Limited.

Signing Date January 21, 2018

Tenure This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement

1. 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.

2. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed securities shall be taken up by the underwriter.

3. 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.

4. If and to the extent that the shares offered to the public by a prospectus authorized hereunder shall not have been subscribed and paid for in cash in full by the Closing Date of subscription, the Company shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy of the said writing to the Bangladesh Securities and Exchange Commission, to subscribe the shares not subscribed by the closing date and to pay for in cash in full, inclusive of any premium if applicable, for such unsubscribed shares within 15 (Fifteen) days after being called upon to do so. 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 payment by the underwriter to the Commission.

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(c) Fees payable to different parties.

SL.

Name of the Parties Role Fees Payable

1. IIDFC Capital Ltd Issue Manager

Particulars Fees Amount in BDT

IIDFC Capital Ltd 40 Lac

Total 40 Lac

2.

a. IIDFC Capital Limited.

b. Prime Bank Investment Limited.

c. AIBL Capital Management Limited.

d. BD Finance Capital Holdings Limited.

e. EXIM Islami Investment Limited.

Underwriter(s)

The Company shall pay to the underwriters an underwriting commission at the rate of 0. 50% of the IPO amount of the issue value of shares underwritten by them out of the Public Issue.

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CHAPTER (XIX): OUTSTANDING LITIGATIONS, FINE OR PENALTY

The following litigations including outstanding litigations against the issuer or any of its directors and

fine or penalty imposed by any authority:

(a) Outstanding litigations against the issuer or any of its directors and fine or penalty imposed by any authority:

There is no outstanding litigation against the issuer or any of its directors and fine or penalty imposed by

any authority

(i) Litigation involving Civil Laws

(ii) Litigation involving Criminal Laws

(iii) Litigation involving Securities, Finance and Economic Laws

(iv) Litigation involving Labor Laws

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)

(vi) Litigation involving any other Laws

(b) Cases including outstanding litigations filed by the Company or any of its directors:

A Litigation involving Civil Laws No cases filed by the company or any of its

directors.

B Litigation involving Criminal Laws No cases filed by the company or any of its

directors.

C Litigation involving Securities, Finance and

Economic Laws

No cases filed by the company or any of its

directors.

D Litigation involving Labor Laws No cases filed by the company or any of its

directors.

E Litigation involving Taxation (Income tax, VAT,

Customs Duty and any other taxes or duties)

No cases filed by the company or any of its

directors.

F Litigation involving any other Laws No cases filed by the company or any of its

directors.

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CHAPTER (XX): RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS

The factors described below may conceivably materially affect investors’ decisions as investment in equity

shares involves a high degree of risk. The company is operating in a globally competitive industry involving both

external and internal factors having direct as well as indirect effects on the investments. Investors should

carefully consider all of the information in this prospectus, including the risk factors, both external and internal,

and management perceptions enumerated hereunder before making investment decision. If any of the following

risks actually occur, their business, results of operations and financial condition could suffer, the trading price of

their equity share could decline, and investors may lose all or part of their investment.

(i) Internal risk factors;

(ii) External risk factors.

(i) Internal Risk Factors May Include, Among Others:

a) Credit Risk:

The risk of loss of principal or loss of a financial reward stemming from a borrower's failure to repay a loan or

otherwise meet a contractual obligation. Credit risk arises whenever a borrower is expecting to use future cash

flows to pay a current debt. This is the risk of default on a debt that may arise because of default by the borrower

to pay the loan. In operating any business there is always credit risk lies in the business.

Management Perception:

ITIL has no credit facilities with any banks and Financial Institutions. So, there is no risk related as such.

b) Liquidity Risk:

The risk that a company may be unable to meet short term financial obligation. This usually occurs due to the

inability to convert its current assets to cash without a loss of capital or income. Liquidity is a common

phenomenon of the business.


ITIL is doing its level best to manage working capital management in efficient way to maintain liquidity risk.

Management is dealing with accounts payable, inventory and accounts receivable efficiently.

c) Risk associated with the Issuer’s interest in subsidiaries, joint ventures and associates:

If the subsidiaries make loss, it affects parent company’s statement of financial position. In case of associate,

there is chance of decline value of investment in associate company. As for joint venture, a joint venture (JV) is

a business arrangement in which two or more parties agree to pool their resources for the purpose of

accomplishing a specific task. This task can be a new project or any other business activity. In a joint venture

(JV), each of the participants is responsible for profits, losses and costs associated with it.

Management Perception

Since ITIL has no subsidiaries, joint ventures and associates concern. So, there is no risk related as such.

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.


ITIL does not depend on limited number of customers for revenue generation. In addition, the management of

ITIL has long-standing business relationship with the customers, which will also safeguard any risk of

nonoperation.

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e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely.


ITIL mostly produce software which are developed in-house. So there is no possibility of disruption regarding

dependency on a single or few suppliers of raw materials, failure of which may affect production adversely.

f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary


ITIL has no subsidiaries, joint ventures and associates concern. So, the company doesn’t 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.


The company doesn’t have any negative earnings, negative cash flows from operating activities, declining

turnover or profitability, during last five years. Hence there is no threat for going concern.

h) Loss making associate/subsidiary/group companies of the issuer.


Since ITIL has no subsidiaries, joint ventures and associates concern. So, there is no risk related as such.

i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates


Sales is one of the key indicators of success of a business, there is good margin of profit ITIL has been experiencing

with increasing sales growth which is boosting up the profitability for last five years. Current and quick 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.

j) Decline in value of any investment


The company does not have any investment.

k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or

reconditioned.


ITIL uses branded machineries for overall operation. Hence, there is a presence of low risk associated with these.

l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from

directors may recall.

Management Perception: There are no related party loans which are given or taken. Therefore, there is no risk

related as such.

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: There is no risk related as such.

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n) Related party transactions entered into by the company those may adversely affect competitive edge.

Management Perception: There is no as such transaction which may adversely affect competitive edge except

director’s remuneration. However, paying the remunerations to the director(s) are justified as otherwise, the

Company had to hire external employees with the same level of experience and expertise, which would have been

more expensive for the Company to bear.

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/ 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: ITIL has different incentive packages for their employees so that they can be beneficial

to such package. Because they believe that employees are very important part of the business.

q) Seasonality of the business of the issuer

Management Perception: ITIL is engaged in the business of software and IT enabled services which has no

seasonal effect.

r) Expiry of any revenue generating contract that may adversely affect the business

Management Perception: Contracts are entered into for generation of revenue. Also contracts do expire at some

point of time. It is the job of the management to see that the expiry of contracts are evenly spread over the

year(s). Alert management always spaces and replaces contracts at the opportune moments not only to manage

thus risk but also to enhance revenue.

s) Excessive dependence on debt financing which may adversely affect the cash flow.

Management Perception: There is no risk related as such.

t) Excessive dependence on any key management personnel absence of whom may have adverse effect on

the issuer’s business performance.


Corporate Governance is well practiced in ITIL. The company also has a well-placed organogram. So any change

in the key management can be replaced with capable professionals.

u) Enforcement of contingent liabilities which may adversely affect financial condition.


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.


The Company has different insurance coverage for all the relating issues that are risky to operating business.

w) Absence of assurance that directors will continue its engagement with Company after expiry of lock in

period.


The directors are involved in the business for long time and they will continue the business after expiry of lock in

period.

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x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows,

working capital requirements and capital expenditure.


ITIL is a profitable entity over a long. So the management belief that ITIL will be able to pay dividend from its

profit.

y) History of non-operation, if any and short operational history of the issuer and lack of adequate background

and experience of the sponsors. History of non-operation indicates weak operational management of the

Company. Non-operation leads to negative cash flow, incurring of losses and bankruptcy in worst case

scenario.


The Company has no history of non-operation in the past. The Company is an independent body. It has been in

operation by 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 market capturing. So, the chance of

becoming non-operative of the Company is very less.

z) Risks related to engagement in new type of business, if any.


There is no as such risk relating to engagement in new type of business.

aa) Risk in investing the securities being offered with comparison to other available investment options:


ITIL is a profitable entity over long time and the management operate the business efficiently. There is a presence

of certain degree of risk associated with investing in the securities in the capital market. The potential investors

are requested to carefully read the prospectus and understand the business potential of the company before

make investment decision.

bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law.


There were no such penalty or action taken by any regulatory authorities for non-compliance with provisions of

any law.

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.

There is no litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)


There were no such Litigations against the issuer for Tax and VAT related matters.

dd) Registered office or factory building or place of operation is not owned by the issuer.


ITIL does not require any factory because of its business nature but its office and place of operation are important

for security and quality of their products/ services. Hence management intends to strengthen physical assets

base of the company through proceeds of IPO.

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ee) Lack of renewal of existing regulatory permissions/ licenses:


The regulatory permissions/ licenses used by ITIL are up-to-date and renewal is under process. Hence there should

not be any major threat of the license being not renewed.

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


ITIL never failed in holding AGM. ITIL has no subsidiary or associate company.

gg) Issuances of securities at lower than the IPO offer price within one year;


The above mentioned required information is not applicable.

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.


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.

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(ii) External Risk Factors:

a) Interest Rate Risks: Interest rate risk concerned with borrowed funds of short term and long term maturity,

volatility of money market, which ultimately influences the interest rate structure of fund.


The Management of the Company is always aware of interest rate. If the interest rate increases the cost of credit

fund will increase. ITIL operates with zero dependence on debt and as such impact of interest rate risk is minimal.

b) Exchange Rate Risks: Devaluation of local currency against major international currencies i.e. USD, GBP and

Euro may affect company’s income.


Exchange Rate Risks is also minimal for ITIL since export sales is also a very small portion of total sales.

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. ITIL like other company may face strong competition which might take place

even after taking the best quality control measures.

Management Perception: Globally the demand 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 ITIL.

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: ITIL provides comprehensive internet service solution including systems integration, IT

infrastructure developments, Video conferencing system solution, switching system solution and their

implementation & maintenance. Our positive attitude plays the dominant role in our success, in our ability to

innovate and in our ability to serve valued clients. ITIL loves 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, ITIL relies

heavily on power to run in 24/7 operations and any change in availability of the natural resource or major

change in price may adversely affect its business operations.

Management Perception: We have implemented automated load balancing, monitoring and management tools

that intelligently shifts the usage of generators and UPSs thus increasing the life expectancy and efficient use of

power.

d) Economic and Political risks:

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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.


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 proved to be congenial to the

economy of the country.

Political risks:

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.


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 response appropriately and timely to safeguard its interest.

e) Market and Technology-related Risks:

Market Risk: Market risk arises mainly due to decrease in demand of the products which would harm the

performance of the company. ITIL like other company may face strong competition which might take place even

after taking the best quality control measures.


Globally the demand 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 ITIL.

Technology-related Risks:

Technology always plays a vital role for existence of any industrial concern. Innovation of new and cost effective

technology may obsolete exiting technology, which may cause negative impact.

Management perception:

Management of ITIL is aware of recent technological developments in the IT sector and keeps their human

resources up to date by providing necessary training. Furthermore, ITIL is marketing latest technological

equipment and also well equipped with latest technology.

f) Potential or existing government regulations:

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The company operates under Companies Act, 1994, taxation policy adopted by NBR, BSEC rules and rules

adopted by other regulatory bodies. Any abrupt changes of the policies formed by those bodies may impact the

business of the company adversely.


Unless any adverse policy is 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 or 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


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 response appropriately and timely to safeguard its interest.

h) Statutory clearances and approvals those are yet to be received by the issuer:


The company have collected all the statutory clearance and approval 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:

ITIL is operating in a free market economy regime. The company might have to face stiff competition from its

competitors. Easily availability of global products in the local markets adds to the competition, challenging the

profitability of the business.


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/services which may have an impact on business of the issuer.


The company has not faced any challenges relating to supplementary and complementary services & products.

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CHAPTER (XXI): DESCRIPTION OF THE ISSUE

(a) Issue Size:

Public Offering of 30,000,000 Ordinary Shares of Tk.10.00 each at an issue price of Tk. 10.00 per share

including a premium of Tk. =Nil= per share totaling Tk. 300,000,000 (30 Crore).

(b) Number of securities to be issued:

Public Offering of 30,000,000 Ordinary Shares of Tk.10.00 each at an issue price of Tk. 10.00 per share

including a premium of Tk. =Nil= per share totaling Tk. 300,000,000.

(c) Authorized capital and paid-up capital;

Particulars No. of Shares Nominal Value per

Share in BDT Amount in BDT

Authorized Capital 100,000,000 10 1,000,000,000

Paid-up Capital (as on Dec 31,2017) 30,000,000 10 300,000,000

Pre-IPO Paid-up Capital 30,000,000 10 300,000,000

Capital to be issued through IPO under Fixed Price Method

30,000,000 10 300,000,000

Post-IPO Paid-up Capital 60,000,000 10 600,000,000

(d) Face value, premium and offer price per unit of securities;

Sl. No. Particulars Amount in BDT

1 Face Value of securities 10

2 Premium of securities Nil

3 Offer Price per unit of securities 10

(e) Number of securities to be entitled for each category of applicants;

Category Particulars No. of Shares

Issue Price per share

Amount in BDT

Eligible Investors (EIs)

10% of IPO i.e. 3,000,000 Ordinary Shares shall be reserved for Mutual Funds

3,000,000

10

30,000,000

40% of IPO i.e. 12,000,000 Ordinary Shares shall be reserved for Other Eligible Investors (EIs)

12,000,000 120,000,000

General Public

10% of IPO i.e. 3,000,000 Ordinary Shares shall be reserved for Non-Resident Bangladeshis (NRBs)

3,000,000

10

30,000,000

40% of IPO i.e. 12,000,000 Ordinary Shares shall be reserved for and General Public

12,000,000 120,000,000

Total 30,000,000 10 300,000,000

127

(f) Holding structure of different classes of securities before and after the issue;

Description Number of Securities to be

Offered Percentage

Break-up of Securities

Nominal value

Issue Amount in BDT

Offer price BDT 10.00 Each at Par, total size of fund to be raised Tk.300,000,000

Eligible investors (EIs)

Mutual Funds 10% 3,000,000 10 30,000,000

Other EIs 40% 12,000,000 10 120,000,000

General Public NRB 10% 3,000,000 10 30,000,000

Others* 40% 12,000,000 10 120,000,000

Total 100% 30,000,000 300,000,000

*20% of the securities reserved for other General Public shall be reserved for Small Affected Investors.

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital:

The IPO fund will be utilized for Packaged Product Development and Customization, Software Development,

Enhancement and Integration, Portal Development, Tangible Assets Development and IPO expenses.

128

CHAPTER (XXII): USE OF PROCEEDS:

Provided that not more than 1/3rd of the issue proceeds shall be used for repayment of loans or as working capital. The following disclosures shall be made in this regard:

(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;

Proceeds from Initial Public Offering (IPO) will be used for construction of Software & Web Development Office, Data Center, Document Archive Center, Corporate & Marketing Office and Human Resources Expenditure for Product Development and for IPO Expenses:

SL. Particulars Amount in BDT

1. Infrastructure Development 194,900,000

2. Product Development Costs (Intangible Assets) 91,600,000

3. IPO Expenses 13,500,000

Total 300,000,000

1. Infrastructure Development

PART – 1: Acquisition of Tangible Fixed Assets

SL. Particulars SFT Rate (BDT) Amount

(BDT)

Area # 1

1 Software and web development office 3,000 12,000 36,000,000

2 Training center 2,000 7,000 14,000,000

Area # 2

3 Data center 500 7,000 3,500,000

4 Internet service provider 1,500 7,000 10,500,000

Area # 3

5 Document archive center 1,500 7,000 10,500,000

6 Data repository 500 7,000 3,500,000

Area # 4

7 Outsourcing center 2,500 7,000 17,500,000

8 Call center 2,000 7,000 14,000,000

Area # 5

9 Corporate and marketing office 2,000 12,000 24,000,000

Total 15,500 133,500,000

Note: The rate per SFT is average rate.

129

PART – 2: Interior and Office Setup Cost

SL. Particulars SFT Rate (BDT) Amount (BDT)

1 Software and web development office interior 3,000 1,000 3,000,000

2 Software and web development office equipment 3,000,000

3 Training center interior 2,000 800 1,600,000

4 Training center equipment 7,500,000

5 Data center (interior and equipment) 500 10,000 5,000,000

6 Internet service provider interior 1,500 800 1,200,000

7 Internet service provider equipment 9,000,000

8 Document archive center (interior and equipment) 1,500 1,500 2,250,000

9 Data repository (interior and equipment) 500 10,000 5,000,000

10 Outsourcing center interior 2,500 800 2,000,000

11 Outsourcing center equipment 5,000,000

12 Call center interior 2,000 800 1,600,000

13 Call center equipment 10,000,000

14 Corporate and marketing office interior 2,000 1,125 2,250,000

15 Corporate and marketing office equipment 3,000,000

Total 61,400,000

Total Infrastructure Cost 194,900,000

2. Product Development Costs (Intangible Assets):

SL Particulars Amount

(BDT) Amount

(BDT)

1 Software Development 76,684,000

1.1 CBS - Traditional 12,924,000

1.2 CBS - Shariah 10,524,000

1.3 ERP (SaaS Model) 11,244,000

1.4 Software Development (Document Management System Archiving & Searching, Billing & Credit Collection System, Remittance Service, CRM, API Gateway & BB Reporting - API)

15,444,000

1.5 SOA Based Interfacing Solution 26,548,000

2 E-Commerce Portal, Warehouse-Retail Management System, Job Portal and Head Hunting System

12,564,000

3 Funded Training Program (LICT, Hi-Tech Park, IDB-BISEW etc.) and Foreign & Vendor Certification Training and Exam

2,352,000

Total 91,600,000

130

1 Software Development

1.1 CBS - Traditional

SL Designation

Development Costs

No. of Persons Unit Cost

(Yearly) Total Cost

(Yearly)

1 Domain Consultant 2 480,000 960,000

2 Project Head/Sr. Consultant 0.5 1,200,000 600,000

3 Project Coordinator 0.5 480,000 240,000

4 Development Manager/Sr. Instructor 1 960,000 960,000

5 Bus Promo Manager/Center Manager 1 600,000 600,000

6 Contact Manager/Test Engineer 1 480,000 480,000

7 Sr. Programmer/Program Manager 3 840,000 2,520,000

8 Programmer/Supervisor 6 480,000 2,880,000

9 Developer 3 360,000 1,080,000

10 Sr. SQA/Instructor 1 720,000 720,000

11 SQ Tester/QA Manager 1 420,000 420,000

12 Technical Writer/Jr. Instructor 1 360,000 360,000

13 Marketing Personnel 2 360,000 720,000

14 Admin staff/Lab Asst./Line man 1 240,000 240,000

15 Peon 1 144,000 144,000

Total 25 12,924,000

1.2 CBS - Shariah

SL Designation

Development Costs


(Yearly) Total Cost

(Yearly)









9 Developer 2 360,000 720,000





14 Peon 1 144,000 144,000

Total 20 10,524,000

131

1.3 ERP (SaaS Model)

SL Designation

Development Costs


(Yearly) Total Cost

(Yearly)




4 Development Manager/Sr. Instructor 2 960,000 1,920,000




8 Developer 2 360,000 720,000






14 Peon 1 144,000 144,000

Total 21 11,244,000

1.4 Software Development (Document Management System Archiving & Searching, Billing & Credit Collection System, Remittance Service, CRM, API Gateway & BB Reporting - API)

SL Designation

Development Costs


(Yearly) Total Cost

(Yearly)

1 Domain Consultant 4 480,000 1,920,000








9 Developer 4 360,000 1,440,000




13 Marketing Personnel 3 360,000 1,080,000


15 Peon 1 144,000 144,000

Total 29 15,444,000

132

1.5 SOA Based Interfacing Solution

SL Designation

Development Costs


(Yearly) Total Cost

(Yearly)

1 Domain Consultant 3 600,000 1,800,000

2 Project Head/Sr. Consultant 1 1,200,000 1,200,000

3 Project Coordinator 1 480,000 480,000

4 Solution Architect 1 2,100,000 2,100,000

5 Solution Designer 1 1,900,000 1,900,000

6 Database Administrator 1 1,704,000 1,704,000


8 Sr. Programmer/Program Manager 4 1,080,000 4,320,000


10 Developer 4 480,000 1,920,000

11 Sr. SQA/Instructor 2 720,000 1,440,000

12 SQ Tester/QA Manager 4 420,000 1,680,000



15 Peon 1 144,000 144,000

Total 35 26,548,000

2 E-Commerce Portal, Warehouse-Retail Management System, Job Portal and Head Hunting System

SL Designation

Development Costs


(Yearly) Total Cost

(Yearly)


2 Project Head/Sr. Consultant 1 1,200,000 1,200,000

3 Project Coordinator 1 480,000 480,000





8 Developer 2 360,000 720,000




12 Call Center Agent 6 360,000 2,160,000


14 Peon 1 144,000 144,000

Total 25 12,564,000

133

3 Funded Training Program (LICT, Hi-Tech Park, IDB-BISEW etc.) and Foreign & Vendor Certification Training and Exam

SL Designation

Development Costs


(Yearly) Total Costs (3 months)



3 Sr. Programmer/Program Manager 1 840,000 210,000



6 Call Center Agent 2 360,000 180,000


8 Peon 2 144,000 72,000

Total 22 2,352,000

134

(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 100,000,000 was raised through private placement prior to the public issue during FY 2016-17. The same

fund was deployed by the issuer in the following manner:

Accounting Years

Item Amount in

BDT Reflected in Cash Flow

2016-17 Repayment of loan with interest

64,565,103 Reflected in operating activities (BDT 860,990) and financing activities (BDT 63,704,113)

2016-17 Working capital 35,434,897 Reflected in operating activities

Total 100,000,000

(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 ITIL.

(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 net proceeds of BDT 2,86,500,000 as per the following schedule:

S/N Utilization of Fund Progress

Status

Schedule of Implementation

Approximate date of Completion

Projected date of commercial operation

1 Acquisition of Tangible Fixed Assets After

Receiving the IPO Proceeds

Within 9-12 months of receiving the IPO Proceeds

After 3 months of the completion of the project.

2 Human Resources Expenditure on Intangible Assets Development

Within 9-12 months of receiving the IPO Proceeds

After 3 months of the completion of the project.

Sd/- Chief Financial Officer

Sd/- Managing Director

Sd/- Chairman

135

(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;

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.

136

(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.

April 5, 2018 Managing Director Infinity Technology International Ltd. BDBL Bhaban (6th Floor - East) 12 Kawran Bazar C/A Dhaka-1215, Bangladesh Subject: Feasibility Review Report on BMRE for Infrastructure Development and Product Development of

Infinity Technology International Ltd.

We have examined the financial estimation, projections and the reasonableness of management assumptions

for BMRE for Infrastructure Development and Product Development of Infinity Technology International Ltd

(“ITIL”). Accordingly, ITIL has prepared the projected financial statements for the financial years from 2017-18

to 2022-23. These projected financial statements comprise the projected statement of financial position,

statement of profit or loss and other comprehensive income, statement of cash flows for each of the proposed

projects.

We formed a competent team of IT auditors, engineers and financial experts to conduct this review. Based on

our independent checking and examination we have found that the assumptions made by the management of

ITIL are reasonable and satisfactory for preparing the projected financial statements. Based on the projections,

we report that each of the projects have positive Net Present Value (NPV) which indicates that they are feasible.

Moreover, calculated Payback Period of the projects shows the repayment capability of each project. Short

summary of the feasibility report is described below:

Particulars Infrastructure Development

Product Development

Total

Cost of the Project (BDT) 194,900,000 91,600,000 286,500,000

Total Equity of the Project (BDT) 286,500,000

Total Debt of the Project (BDT) -

Net Present Value (NPV) (BDT) 96,295,439

Internal Rate of Return (IRR) 22.24%

Modified Internal Rate of Return (MIRR) 16.54%

Accounting Rate of Return (ARR) 41.72%

Payback Period of the Project (Years) 2.68 Years

Means of Finance Through IPO Proceeds

Sd/- M N Islam & Co. Chartered Accountants Disclaimer: The actual achievement of the projects is subject to proper implementation and maintenance of the related

systems and processes as well as the operating environment. The management of Infinity Technology International Ltd. is

suggested to make changes to the plan as necessary to adjust with the changes in the operating environment, circumstances

and available systems and tools at the time of acquisition, construction / development, installation and operation.

137

CHAPTER (XXIII): LOCK-IN

(a) Provisions for lock-in as per these Rules; As per Rule-10 of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:

Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial operation, whichever comes later, in the following manner:

(1) All shares held, at the time of according consent to the public offer, by sponsors, directors and shareholders holding ten percent (10%) or more shares, other than alternative investment funds, for 03(three) years.

(2) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing shareholders, all shares held by those transferee shareholders, at the time of according consent to the public offer, for 03 (three) years.

(3) Twenty five percent (25%) of the shares allotted to eligible investors, for 06 (six) months and other twenty five percent (25%) of the shares allotted to them, for 09 (nine) months.

(4) All shares held by alternative investment funds, at the time of according consent to the public offer, for 01 (one) year.

(5) All shares held, at the time of according consent to the public offer, by any person other than the persons mentioned in sub-rules (1), (2) and (3) above, for 01 (one) year.

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.

SL Applicant/ Shareholder's Name Position B/O Account No. No. of Share

Pre IPO Shareholdings

%

Locked-in Year(s)

1 Mr. A.S.M. Jamaluddin Chairman 1604790063826607 1,460,000 4.87% 3 Years

2 Mr. K.M Rahmatullah Manaing Director

1604790063826872 1,460,000 4.87% 3 Years

3 Mr. A.S.M. Ashrafuddin Director 1604790063826899 1,460,000 4.87% 3 Years

4 Mr. K.M. Obaidullah Director 1604790063827421 1,460,000 4.87% 3 Years

5 Mr. A.S.M. Kamaluddin Director 1604790063826880 1,460,000 4.87% 3 Years

6 Mr. K.M. Ahsanullah Director 1604790063827438 1,460,000 4.87% 3 Years

7 Mr. K.M. Barkatullah Shareholder 1604790063827446 1,460,000 4.87% 3 Years

8 Mr. K.M. Hamidullah Shareholder 1604790063827454 1,460,000 4.87% 3 Years

9 Mr. A.S.M. Shihabuddin Shareholder 1604790063827470 1,460,000 4.87% 3 Years

10 Mr. A.S.M. Shahabuddin Shareholder 1604790063828416 1,460,000 4.87% 3 Years

11 Ferdous Sharmina Osman Shareholder 1604790063828424 2,070,000 6.90% 3 Years

12 Abeda Parveen Shareholder 1604790063828432 2,070,000 6.90% 3 Years

13 Gaji Munibur Rahman Shareholder 360,000 1.20% 1 Year

14 Saima Ahmed Shareholder 180,000 0.60% 1 Year

15 Asif Ahmed Shareholder 180,000 0.60% 1 Year

138

16 Nasiha Ahmed Shareholder 180,000 0.60% 1 Year

17 Hemayet Uddin Ahmed Shareholder 1202460053948215 54,000 0.18% 1 Year

18 Tripti Rani Ghose Shareholder 1202460001109529 54,000 0.18% 1 Year

19 ABACI Investments Limited (MDA)

Shareholder 1602770045524684 1,200,000 4.00% 1 Year

20 BMSL Investment Ltd. Shareholder 1604940020020801 800,000 2.67% 1 Year

21 Md. Mazharul Islam Chowdhury Shareholder 1202830020038094 50,000 0.17% 1 Year

22 Prilink Securities Ltd Shareholder 1203300005828888 100,000 0.33% 1 Year

23 Farida Banu Shareholder 1203300045081619 200,000 0.67% 1 Year

24 Dr. Md. Abu Syed Tito Shareholder 1203300000173662 300,000 1.00% 1 Year

25 Dr. Md. Zahirul Islam Shareholder 1203300015280627 100,000 0.33% 1 Year

26 Md. Gias Uddin Shareholder 1604790062489766 50,000 0.17% 1 Year


Shareholder 1205150045165228 500,000 1.67% 1 Year

28 Md. Habibur Rahman Shareholder 1203310004098168 250,000 0.83% 1 Year

29 A.N.M Yeahea Shareholder 1202850000039715 500,000 1.67% 1 Year

30 Haseeb Ahmed Shareholder 1204290058588607 250,000 0.83% 1 Year

31 Azmat Niaz Shareholder 1204290060245650 250,000 0.83% 1 Year

32 Bangladesh Ship Breaking Ltd. Shareholder 1204290062520516 500,000 1.67% 1 Year

33 Al-Haj Abdul Malek Mollah Shareholder 1204290017964183 250,000 0.83% 1 Year

34 Shegufta Rahman Prima Shareholder 1204290044540108 250,000 0.83% 1 Year

35 Rukhna Rahman Tasha Shareholder 1204290044540116 250,000 0.83% 1 Year

36 Mr. Salim Rahman Shareholder 1201840003495598 500,000 1.67% 1 Year

37 Abdus Samad Shareholder 1204290058417683 1,000,000 3.33% 1 Year

38 Mr. Proshanta Kumar Halder Shareholder 1204290058579698 1,000,000 3.33% 1 Year

39 Dr. Shafinaz Islam Shareholder 1203300007721878 300,000 1.00% 1 Year

40 Md. Mamunur Rashid Shareholder 1205780062279068 100,000 0.33% 1 Year

41 IIDFC Securities Limited Shareholder 1204480020376052 100,000 0.33% 1 Year

42 Parkway Holdings Ltd. Shareholder 1201520058588615 100,000 0.33% 1 Year

43 Md. Mustafa Shareholder 1203510000007468 150,000 0.50% 1 Year

44 Ms. Nusrat Hafiz Shareholder 1203510000699761 50,000 0.17% 1 Year

45 Dr. Mohammad Shariful Islam Shareholder 1203220016201740 50,000 0.17% 1 Year

46 Dr. A.K.M. Masud Shareholder 1202550003592391 50,000 0.17% 1 Year

47 Dr. Md. Mostofa Akbar Shareholder 1601880000633787 20,000 0.07% 1 Year

48 Md. Shah Alam Mirdha Shareholder 1201930062631985 20,000 0.07% 1 Year

49 Anindya Iqbal Shareholder 1203710062636902 20,000 0.07% 1 Year

50 Kazi Amira Hossain Shareholder 1203220062629339 50,000 0.17% 1 Year

51 Md. Shahidullah (Shyamol) Shareholder 1202400000173357 280,000 0.93% 1 Year

52 Subir Mohajan Shareholder 1204500058527981 20,000 0.07% 1 Year

53 Md. Abdul Halim Shareholder 1203350012293903 25,000 0.08% 1 Year

54 Soumen Saha Shareholder 1202020053888419 55,000 0.18% 1 Year

55 Mohammad Tanvirul Islam Shareholder 1604790018061957 310,000 1.03% 1 Year

56 Adnan Hyder Yusuf Shareholder 1201930045058131 252,000 0.84% 1 Year

Total 30,000,000 100.00% 1 Year

139

CHAPTER (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED

The issuer shall apply to all the relevant exchanges in Bangladesh within 7 (seven) working days from the date

of consent for public offer accorded by the Commission.

The Exchange shall complete the listing procedures within a maximum period of 30 (thirty) working days from

the date of closure of subscription list.

DECLARATION ABOUT LISTING OF SHARES WITH STOCK EXCHANGE(S)

None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) 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 75 (Seventy Five) 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 and CSE

140

CHAPTER (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED


Particulars of Allotment

Date of Allotment Number of Shares Issued Amount of

Shares Capital (BDT)

Offered to

Cash Bonus

Subscription

Subscription to the Memorandum & Articles of Association at the time of

Incorporation

100,000 - 1,000,000 Subscription to the

Memorandum

First 28-Jun-13 9,900,000 99,000,000 Existing Shareholders

Second 30-Jun-15 8,000,000 80,000,000 Existing Shareholders

Third 15-Nov-15 600,000 6,000,000 Existing Shareholders

Forth 17-Nov-15 400,000 4,000,000 Existing Shareholders

Fifth 19-Nov-15 600,000 6,000,000 Existing Shareholders

Sixth 22-Nov-15 400,000 4,000,000 Existing Shareholders

Seventh (Private Placement)

7-Dec-16 1,000,000 10,000,000 Other than Existing

Shareholders

Eighth (Private Placement)

17-Jan-17 7,400,000 74,000,000 Other than Existing

Shareholders

Ninth(Private Placement)

16-Apr-17 1,600,000 16,000,000 Other than Existing

Shareholders

Total (Before IPO) 12,100,000 17,900,000 300,000,000

Total IPO 300,000,000 Public Offer

Total (After IPO) 600,000,000 Existing Shareholders

and Public Offer

(a) Dividend, Voting, 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 right 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 present 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 in person

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

Issue of Right shares in terms of the guidelines issued by the Bangladesh Securities and Exchange Commission

from time to time.

141

(b) Conversion and Liquidation Rights

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 freely transferable. The Company shall not charge any fee for

registering transfer of shares. No transfer shall be made to a firm, 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.

(f) There is no limitation on the payment of dividends to the common stockholders of the Company.

(g) Other Rights of Shareholders:

The Directors shall present the financial statements as required under the law & International Accounting

Standards. Financial statements will be prepared in accordance with the International Accounting Standards

consistently applied throughout the subsequent periods and present with the objects of providing maximum

disclosure as per law and International Accounting Standards 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

unaudited, published by the company from time to time. The shareholders holding minimum of 10% shares of

paid-up capital of the company shall have the right to requisite Extra-Ordinary General Meeting of the company

as provided under Section 84 of the Companies Act, 1994.

142

CHAPTER (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;

143

Auditors' Report and Audited Financial Statements

Of

Infinity Technology International Ltd. BDBL Bhaban (6th Floor - East)

12 Kawran Bazar C/A, Dhaka-1215, Bangladesh

For the period ended July 01 to December 31, 2017

144

AUDITORS’ REPORT TO THE SHAREHOLDERS’ We have audited the accompanying financial statements of Infinity Technology International Ltd which comprises the statement of financial positions as at December 31, 2017 and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), Bangladesh Accounting Standards (BAS) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements, prepared in accordance with Bangladesh Financial Reporting Standards (BFRS) and Bangladesh Accounting Standards (BAS) give a true and fair view of the state of the company’s affairs as at December 31, 2017 and of the results of its operations and cash flows for the period than ended and comply with the Companies Act 1994, the Securities and Exchanges Rules 1987 and other applicable laws and regulations. We also report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof;

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of these books;

c) The statement of financial position and statement of profit or loss and other comprehensive income dealt with by the report are in agreement with the books of account and returns; and

d) The expenditure incurred was for the purposes of the company’s business. Sd/-

Dated: Dhaka (Masih Muhith Haque & Co.)

March 29, 2018 Chartered Accountants

145

Restated Restated

As at 31 Dec

2017

As at 30 June

2017

As at 1 July

2016

Amount (Tk.) Amount (Tk.) Amount (Tk.)

ASSETSA. Non-current assets 396,117,350 383,795,545 338,117,488

Property, plant and equipment 6.00 16,705,237 18,188,302 15,356,892

Intangible assets 7.00 364,800,512 355,442,513 316,613,331

Capital work in progress 8.00 14,611,601 10,164,730 6,147,265

B. Current assets 184,118,012 184,084,234 148,683,282

Inventories 9.00 - - 114,200

Trade and other receivables 10.00 118,059,816 115,411,276 106,100,606

Advances, deposits and prepayments 11.00 58,319,386 58,288,714 35,078,962

Accrued interest income 12.00 41,496 31,553 117,524

Cash and cash equivalents 13.00 7,697,314 10,352,691 7,271,990

Total assets (A+B) 580,235,362 567,879,779 486,800,770

EQUITY AND LIABILITIES

C. Equity attributable to shareholders 529,143,552 517,555,978 386,109,475

Share capital 14.00 300,000,000 300,000,000 200,000,000

(Issued, subscribed, called up and paid up capital)

(30,000,000 ordinary shares of Tk. 10 each)

Retained earnings 15.00 229,143,552 217,555,978 186,109,475

D. Non-current liabilities - - 63,704,113

Long-term loan 16.00 - - 63,704,113

E. Current liabilities 51,091,810 50,323,801 36,987,182

Trade and other payables 17.00 36,555,331 36,496,746 26,445,032

Provision for expenses 18.00 2,636,164 2,090,085 320,416

Provision for workers’ profit participation and welfare fund 19.00 11,625,386 11,042,062 9,455,347

Provision for income tax 20.00 274,929 694,908 766,387

F. Total liabilities (D+E) 51,091,810 50,323,801 100,691,295

Total equity and liabilities (C+F) 580,235,362 567,879,779 486,800,770

Net asset value per share 29.00 17.64 17.25 19.31

The accounting policies and explanatory notes form an integral part of these financial statements.

These financial statements were authorized for issue by the Board of Directors of the Company on 29 March 2018.

Sd/- Sd/- Sd/-

Chairman Managing Director Chief Financial Officer

Sd/-

Dhaka (Masih Muhith Haque & Co.)

Date: 29 March 2018 Chartered Accountants

NotesParticulars

This is the statement of financial position referred to in our annexed report.

INFINITY TECHNOLOGY INTERNATIONAL LTD.Statement of financial position

As at 31 December 2017

146

Unaudited

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 31 Dec 2016

Amount (Tk.) Amount (Tk.)

Revenue 21.00 32,515,380 36,962,209

Less: Cost of sales 22.00 11,528,931 19,991,289

Gross profit 20,986,449 16,970,920

Less: Office and administrative expenses 23.00 8,962,109 8,648,266

Profit from operations 12,024,340 8,322,654

Add: Other income 24.00 225,474 235,755

Profit/(loss) before finance costs 12,249,814 8,558,409

Less: Finance costs 25.00 - 860,990

Profit/(loss) before contribution to WPPWF 12,249,814 7,697,419

Less: Contribution to workers' profit participation and welfare fund 26.00 583,324 366,544

Profit/(loss) before income tax 11,666,490 7,330,875

Less: Income tax expenses 27.00 78,916 82,514

Profit for the period/year 11,587,574 7,248,361

Basic earnings per share (face value Tk. 10) 28.00 0.39 0.36



This is the statement of profit or loss and other comprehensive income referred to in our annexed report.



___________Sd/-________________ ___________Sd/-________ ____________Sd/-________________


___________Sd/-_____________________

INFINITY TECHNOLOGY INTERNATIONAL LTD.Statement of profit or loss and other comprehensive income

For the period from 1 July 2017 to 31 December 2017

NotesParticulars

147

Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.)

For the half-year ended 31 December 2017

Balance as at 1 July 2017 300,000,000 - 217,555,978 517,555,978

Issue of ordinary shares - - - -

Share money deposit - - - -

Profit for the period - - 11,587,574 11,587,574

Balance as at 31 December 2017 300,000,000 - 229,143,552 529,143,552


For the half-year ended 31 December 2016

Balance as at 1 July 2016 200,000,000 - 195,564,822 395,564,822

Issue of ordinary shares 10,000,000 - - 10,000,000

Share money deposit - 10,000,000 - 10,000,000

Profit for the period - - 7,248,361 7,248,361

Balance as at 31 December 2016 210,000,000 10,000,000 202,813,183 422,813,183



This is the statement of changes in equity referred to in our annexed report.



INFINITY TECHNOLOGY INTERNATIONAL LTD.Statement of changes in equity


ParticularsShare capital

Share money

deposit

Retained

earnings Total


________Sd/-________________________

ParticularsShare capital

Share money

deposit

Retained

earnings Total

__________Sd/-_________________ ___________Sd/-_________________ _________Sd/-___________________

148

Unaudited

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 31 Dec 2016


A. CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers 29,866,840 34,050,829

Cash receipts from other income 215,531 261,490

Cash paid to suppliers, contractors and others (9,765,986) (6,377,791)

Finance costs - (860,990)

Income taxes paid (23,367) (29,411)

Net cash generated by operating activities 20,293,018 27,044,127

B. CASH FLOWS FROM INVESTING ACTIVITIES

Payments for acquisition of property, plant and equipment - (5,994,555)

Payments for acquisition of intangible assets (18,501,524) (24,911,865)

Payments for capital work-in-Progress (4,446,871) 3,578,865

Net cash used in investing activities (22,948,395) (27,327,555)

C. CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of ordinary shares - 10,000,000

Proceeds from share money deposit - 10,000,000

Repayment of long term loan - (6,687,713)

Net cash generated by financing activities - 13,312,287

(2,655,377) 13,028,859

Cash and cash equivalents at the beginning of the period 10,352,691 7,271,990

Cash and cash equivalents at the end of the period 7,697,314 20,300,849

The above balance consists of the followings:

Cash in hand - 317,318

Cash at bank 568,789 12,882,968

FDR 7,128,525 7,100,563

7,697,314 20,300,849

Net operating cash flow per share 30.00 0.68 1.29



This is the statement of cash flows referred to in our annexed report.

_________Sd/-___________________

Dhaka Masih Muhith Haque & Co.


Particulars

Net changes in cash and cash equivalents (A+B+C)

________Sd/-___________________ ___________Sd/-_________________ _________Sd/-___________________


INFINITY TECHNOLOGY INTERNATIONAL LTD.Statement of cash flows


149

INFINITY TECHNOLOGY INTERNATIONAL LTD.Schedule of property, plant and equipment

As at December 31, 2017

Computer and accessories 8,988,434 - - 8,988,434 20% 4,852,770 413,566 - 5,266,336 3,722,098

Electrical equipment 2,471,170 - - 2,471,170 10% 921,089 77,504 - 998,593 1,472,577

Electric installation 1,393,853 - - 1,393,853 20% 955,230 43,862 - 999,092 394,761

Furniture and fixtures 2,496,825 - - 2,496,825 10% 721,430 88,770 - 810,200 1,686,625

Office decoration 6,111,900 - - 6,111,900 10% 1,938,497 208,670 - 2,147,167 3,964,733

Office equipment 2,520,092 - - 2,520,092 10% 1,004,100 75,800 - 1,079,900 1,440,192

Server 9,620,000 - - 9,620,000 25% 5,020,856 574,893 - 5,595,749 4,024,251

Total as on 31-12-2017 33,602,274 - - 33,602,274 15,413,972 1,483,065 - 16,897,037 16,705,237

Total as on 30-06-2017 29,458,316 5,987,255 1,843,297 33,602,274 14,101,424 2,861,991 1,549,443 15,413,972 18,188,302

Depreciation charged during the period has been allocated as follows:

% Amount

Direct expenses 75% 1,112,299

Office and administrative expenses 25% 370,766

100% 1,483,065

Disposal

during the

period

Schedule-A

Opening

balance

01.07.17

Addition

during the

period

Closing

balance

31.12.17

Rate

of

Dep.

Disposal

during the

period

Addition

during the

period

Opening

balance

01.07.17

Carrying

amount

31.12.17

Depreciation

Closing balance

31.12.17

Particulars

At cost

150

INFINITY TECHNOLOGY INTERNATIONAL LTD.Schedule of intangible assets

As at December 31, 2017

Infinity Banking

Solution (IBS)Version 4+ 75,119,102 2,607,035 77,726,137 5% 11,858,280 1,618,336 13,476,616 64,249,521

Remit Infinity Version 5 50,224,368 2,558,818 52,783,186 5% 7,273,622 1,115,336 8,388,958 44,394,228

Infinity ABB

SolutionVersion 5 30,016,199 111,611 30,127,810 5% 5,002,306 626,492 5,628,798 24,499,012

Infinity DNA Bank

SolutionVersion 1.0 2,068,000 - 2,068,000 5% 261,887 45,153 307,040 1,760,960

Infinity e-

Recruitment

Solution

Version 2 20,093,815 74,407 20,168,222 5% 2,845,372 431,974 3,277,346 16,890,876

LIMS Software Version 2.1 21,468,673 - 21,468,673 5% 3,400,340 451,708 3,852,048 17,616,625

Infinity SMS

Banking SolutionVersion 3 23,327,025 270,204 23,597,229 5% 3,814,692 490,667 4,305,359 19,291,870

Infinity 365 (An

Enterprise Green

Core Banking

Solution)

Version 2.1 140,891,845 6,000,175 146,892,020 5% 20,524,191 3,088,150 23,612,341 123,279,679

Bangladesh Bank

Reporting SoftwareVersion 5 21,661,000 - 21,661,000 5% 3,954,424 442,664 4,397,088 17,263,912

Infinity

Reconciliation

Solution

Version 5 5,978,413 1,971,611 7,950,024 5% 291,356 167,066 458,422 7,491,602

Infinity ERP

SolutionVersion 1.0 18,277,649 4,833,256 23,110,905 5% 600,297 511,636 1,111,933 21,998,972

Infinity ATM

SolutionVersion 4 7,117,114 74,407 7,191,521 5% 973,925 154,343 1,128,268 6,063,253

416,243,203 18,501,524 434,744,727 60,800,690 9,143,525 69,944,215 364,800,512

360,231,728 56,011,475 416,243,203 43,618,397 17,182,293 60,800,690 355,442,513

Details of software development cost during the period are as follows:

Preparation of

SRS

Software

DesigningProgramming

Report

DevelopmentTesting Debugging Integration Total

- - - - - - - -

124,200 414,000 3,102,175 1,242,000 496,800 414,000 207,000 6,000,175

- - 111,611 - - - - 111,611

- - 74,407 - - - - 74,407

67,050 223,500 1,042,535 670,500 268,200 223,500 111,750 2,607,035

- - - - - - - -

- - 74,407 - - - - 74,407

127,140 423,800 1,866,656 1,271,400 508,560 423,800 211,900 4,833,256

55,800 186,000 669,611 558,000 223,200 186,000 93,000 1,971,611

5,100 42,000 105,204 51,000 28,400 17,000 21,500 270,204

- - - - - - - -

70,980 236,600 902,618 709,800 283,920 236,600 118,300 2,558,818

450,270 1,525,900 7,949,224 4,502,700 1,809,080 1,500,900 763,450 18,501,524 Total

Infinity Banking Solution (IBS)

Infinity DNA Bank Solution

Infinity e-Recruitment solution

Infinity ERP Solution

Infinity Reconciliation Solution

Infinity SMS Banking Solution

LIMS software

Remit Infinity

Bangladesh Bank Reporting

Infinity 365 (An Enterprise Green

Infinity ABB Solution

Infinity ATM Solution

Opening

balance

01.07.17

Addition

during the

period

Closing balance

31.12.17

Opening

balance

01.07.17

Total as on 31-12-2017

Name of Software

Software development cost

Schedule - B

Name of Software Version


Carrying

amount

31.12.17

Closing

balance

31.12.17

Addition

during the

period

At cost

Rate of

amortization

Amortization

151

INFINITY TECHNOLOGY INTERNATIONAL LTD. NOTES TO THE FINANCIAL STATEMENTS For the period from 1 July 2017 to 31 December 2017

1.00 Corporate history of the reporting entity INFINITY TECHNOLOGY INTERNATIONAL LTD. (hereinafter referred to as “the Company”) was incorporated

in Bangladesh on 2 December 1993 under the Companies Act, 1913 (later repealed by the Companies Act, 1994) vide registration no. C - 25068(902) 1993 as a private company limited by shares. It was converted into a public limited company on 25 February 2013. The registered office of the Company is situated at BDBL Bhaban, 6th Floor - East, 12 Kawran Bazar C/A, Dhaka-1215, Bangladesh.

2.00 Nature of corporate business The Company operates in a Hi-tech industry with assembling and manufacturing, repair and maintenance

facilities, consultancy and learning centers (Training Institute), warranty and a service network facilities and marketing operations. The Company earns most of its revenue from rendering various Information Technology Enabled Services (ITES).

2.01 Copyrights

The Company has got copyright for the following software / solutions from the Copyright Office of Government of the People's Republic of Bangladesh. Date Registration No. Name of copyright 06/03/2016 14483-COPR Infinity Reconciliation Solution 06/03/2016 14484-COPR Infinity SMS Banking 06/03/2016 14485-COPR Infinity ABB Solution 06/03/2016 14486-COPR Remit Infinity 06/03/2016 14487-COPR Infinity 365 06/03/2016 14488-COPR Infinity DNA Bank 06/03/2016 14489-COPR Infinity ATM Solution 06/03/2016 14490-COPR Infinity E-Recruitment Solution 06/03/2016 14491-COPR Infinity Banking Solution 05/04/2016 14523-COPR Bangladesh Bank Reporting Software

2.02

The company operates to initiate and set up a computer industry which is a Hi-tech industry with assembling manufacturing patent, software and data entry manufacturing, key board manufacturing, repair and maintenance facilities, consultancy learning centers (Training Institute), warranty and a service network facilities, and marketing operations. Effective help from renowned foreign experts shall be made available.

3.00 Corporate financial statements and reporting These comprise the Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive

Income, Statement of Changes in Equity, Statement of Cash Flows and Explanatory Notes covering accounting policies. The financial statements are prepared under the historical cost convention and in accordance with the requirements of International / Bangladesh Financial Reporting Standards (IFRS/BFRS); International / Bangladesh Accounting Standards (IAS/BAS); the Companies Act, 1994; the Securities and Exchange Rules, 1987; and other applicable laws and regulations. The Board of Directors is responsible for preparing and presenting the financial statements including adequate disclosures.

152

4.00 Basis of preparation 4.01 Statement of compliance

The financial statements of the Company have been prepared in accordance with International / Bangladesh Financial Reporting Standards (IFRS/BFRS); International / Bangladesh Accounting Standards (IAS/BAS); the Companies Act, 1994; the Securities and Exchange Rules, 1987; and other applicable laws and regulations.

BAS-01 Presentation of Financial Statements BAS-02 Inventories BAS-07 Statement of Cash Flows BAS-08 Accounting Policies, Changes in Accounting Estimates & Errors BAS-10 Events After the Reporting Period BAS-12 Income Taxes BAS-16 Property, Plant and Equipment BAS-18 Revenue BAS-21 The Effects of Changes in Foreign Exchange Rate BAS-23 Borrowing Costs BAS-24 Related Party Disclosures BAS-33 Earnings Per Share BAS-34 Interim Financial Reporting BAS-37 Provisions, Contingent Liabilities and Contingent Assets BAS-38 Intangible Assets

4.02 Other regulatory compliances

The Company comply with the following major legal provisions in addition to the Companies Act 1994 and other applicable laws and regulations:

The Income Tax Ordinance 1984 The Income Tax Rules 1984 The Value Added Tax Act 1991 The Value Added Tax Rules 1991 The Securities and Exchange Ordinance 1969

The Securities and Exchange Rules 1987

4.03 Date of authorization

The Board of Directors authorized the financial statements for issue on 29 March 2018.

4.04 Basis of measurement

The financial statements have been prepared on going concern basis under historical cost conventions of generally accepted accounting principles.

4.05 Functional and presentational 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 except otherwise indicated. Because of these rounding off, in some instances the totals may not match the sum of individual balances.

153

4.06 Accrual basis of accounting

These financial statements except the statement of cash flows have been prepared under the accrual basis of accounting.

4.07 Use of estimates and judgments

The preparation of these financial statements is in conformity with BASs/BFRSs which require management to make judgments, estimates and assumptions that affect the application of accounting policies and the 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 and used for accounting of certain terms such as provision for expenses, depreciation and amortization and tax reserve. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future periods affected thereby.

4.08 Reporting Period

These financial statements cover the period from 1 July 2017 to 31 December 2017. 4.09 Components of the financial statements

i) Statements of financial position

ii) Statement of profit or loss and other comprehensive income

iii) Statement of changes in equity

iv) Statement of cash flows

v) Accounting policies and explanatory notes

vi) Comparative information

5.00 Significant accounting policies

The accounting policies set out below have been applied consistently (otherwise as stated) to all periods presented in these financial statements.

5.01 Property, plant and equipment 5.01.01 Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property, plant and equipment comprises its purchase price, import duties and non-refundable taxes, after deducting trade discount and rebates, and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the intended manner. When major parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

5.01.02 Subsequent cost

The cost of replacing or up gradation of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the item will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day to day servicing of property, plant and equipment are recognized in profit or loss as incurred.

5.01.03 Depreciation

All items of property, plant and equipment have been depreciated on reducing balance method.

154

Depreciation has been charged on the opening amount of fixed assets for 6 months and current period’s addition is charged on day basis as and when the assets are ready for operation. Depreciation is charged at the rates varying from 10% to 25% depending on the estimated useful lives of assets.

Rates of depreciation on various classes of fixed assets are as under:

Computer & Accessories 20% Electric Installation 20% Office Decoration 10% Server 25% Furniture & Fixture 10% Office Equipment 10% Electrical Equipment 10%

5.02

Intangible Asset (i) Recognition and measurement Intangible assets are measured at cost less accumulated amortization and accumulated impairment loss, if any, Intangible asset is recognized when all the conditions for recognition as per BAS 38: Intangible Assets are met. The cost of the intangible assets comprises its purchase price, import duties and non-refundable taxes and any directly attributable cost of preparing the asset for its intended use. The Company has different line of products and services. Among those software are own generated products. These software have been developed over the years. Costs of these products include development and upgrading over the period of time. During the period the Company has capitalized the costs of developing and upgrading the software. Valuation has been performed through an independent consultant for the software. (ii) Subsequent expenditure Subsequent expenditure is capitalized only when it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. All other expenditures are recognized in the Statement of Profit or Loss and Other Comprehensive Income when incurred. (iii) Amortization All items of intangible assets have been amortization on reducing balance method. Amortization is charged at the rate of 5% on the opening balance for 6 months and current period’s addition is charged on day basis as and when the assets are ready for operation.

5.03 Capital work in progress

Capital work in progress consists of costs that are directly attributable to bringing the asset (intangible assets) to the location and condition necessary for it to be capable of operating in the manner intended by management until the date placed in service.

5.04 Inventories

Inventories are stated at lower of cost and net realizable value in compliance with the requirements of BAS 2: Inventories.

155

5.05 Trade and other receivables

Trade and other receivables comprise of amounts receivables from various customers along with VAT. These are initially recognized at cost which is the fair value of the consideration given in return. After initial recognition these are carried at cost less impairment losses due to any uncollectible amount so recognized.

5.06 Advances, deposits and prepayments

Advances are initially measured at cost. After initial recognition advances are carried at cost less deduction, adjustment or charges to other account heads such as property, plant and equipment, inventory or expenses.

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 Profit or Loss and Other Comprehensive Income.

5.07 Cash and cash equivalents

Cash and cash equivalents include cash in hand, cash at banks, and other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit.

5.08 Share capital Share capital is fully paid up by the shareholders.

5.09 Retained earnings

Retained earnings represent available distributable profit to the shareholders after making all necessary adjustment in the financial statements.

5.10 Provisions

A provision is recognized in the Statement of Financial Position when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

5.11 Foreign currency transactions

Foreign currency transactions are translated at rates ruling on the dates advices were received. Monetary assets and liabilities denominated in foreign currencies at reporting date are reconverted at rates ruling at the balance sheet date. All exchange differences are charged / credited to Statement of Profit or Loss and Other Comprehensive Income by being absorbed in the respective head of income or expenditure.

5.12 Revenue recognition

Revenue from the sale of goods and services is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when the significant risks and reward of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is continued management involved with the goods, and the amount of revenue can be measured reliably.

156

5.13 Finance costs

Finance costs comprise interest expense on bank loan, and other borrowings. All borrowing costs are recognized in the statement of profit or loss and other comprehensive income using effective interest method.

5.14 Other income

Other income comprises interest income on bank deposits as well as fixed deposits.

5.15 Statement of cash flows

Statement of Cash Flows is prepared in accordance with BAS - 7 “Statement of Cash Flows". The statement shows the structure of changes in cash and cash equivalents during the period. Statement of cash flows has been prepared under Direct Method.

5.16 Statement of changes in equity

Statement of changes in equity is prepared in accordance with BAS - 1 “Presentation of Financial Statements". This statement reflects information about the increase or decrease in net assets or wealth.

5.17 5.18

Corporate Tax Current tax No provision is required for income tax on the Company’s profit before finance income as the Company has received exemption from all such taxes on its income derived from Information Technology Enabled Services (ITES) according to 6th Schedule, Part A, Paragraph 33 of the Income-tax Ordinance, 1984. Such exemption will expire in 30 June 2024. However, provision for income tax has been made on the Company’s finance income at the prevailing tax rate of 35%. Deferred tax As there is considerable uncertainty with regard to the taxation of the Company after the expiry of the tax exemption period (i.e. 30 June 2024), the management feels it is not possible to make a reasonable estimate of deferred tax assets/liabilities at this stage. Employee benefits

(i) Workers’ Profit Participation and Welfare Fund (WPPWF) The Company has created funds for workers as 'Workers' Profit Participation and Welfare Fund' and 5% of the Company’s profit has been transferred to this fund.

5.19 Earnings per share

The Company presents basic and diluted (when dilution is applicable) earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effect of change in number of shares for bonus issue, share split and reverse split. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares. However, dilution of EPS is not applicable for these financial statements as there was no dilutive potential ordinary shares during the relevant periods.

157

5.20 Risk management

The Company has exposures to the following risks from its use of financial instruments:

Credit risk Liquidity risk Market risk Capital risk management Operational 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 group.

(i) Credit risk Credit risk is the risk of financial loss to the Company if a buyer 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 major sales are made to provide banking software in the local bank. All sales are fully secured by deed or agreement through bank.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will be unable 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. In general, management 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.

(iii) Market risk Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect

the Company's income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing return.

(iv) Capital risk management The Company's objective when managing capital are to safeguard the Company's ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Board seeks to maintain a balance between the higher returns that might be possible with optimum levels of borrowings and the advantages and security afforded by a sound capital position. The Board also monitors dividend trend to ordinary shareholders.

(v) Operational risk Operation of the business is mostly automated and involves minimal manual input. The overall process

adheres to highest international standards. The business is run by experienced and professional personnel. The officers of the Company are properly trained. The operation of the business is well constructed and has adequate fire control measures.

158

5.21 Comparative information Comparative information have been disclosed in respect of the relevant periods according to BAS 34: Interim

Financial Statements for all numerical information in the financial statements and also the narrative and descriptive information when it is relevant for understanding for the current year financial statements.

5.22 Events after the reporting period In compliance with the requirements of BAS 10: Events After Reporting Period, post balance sheet events that

provide additional information about the Company's position at the balance sheet date are reflected in the financial statements and events after reporting period date that are not adjusting events are disclosed in the notes when material.

159

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 30 Jun 2017


6.00 Property, plant and equipment: Tk. 16,705,237

A. Cost

Opening balance 33,602,274 29,458,316

Addition during the period/year - 5,987,255

Disposal during the period/year - (1,843,297)

Total Cost 33,602,274 33,602,274

B. Accumulated depreciation

Opening balance 15,413,972 14,101,424

Depreciation charged during the period/year 1,483,065 2,861,991

Adjustment due to disposal of assets during the period/year - (1,549,443)

Total accumulated depreciation 16,897,037 15,413,972

Carrying amount 16,705,237 18,188,302

Details of property, plant and equipment are shown in Schedule - A.

7.00 Intangible assets: Tk. 364,800,512

A. Cost

Opening balance 416,243,203 360,231,728

Addition during the period/year 18,501,524 56,011,475

Total cost 434,744,727 416,243,203

B. Accumulated amortization

Opening balance 60,800,690 43,618,397

Amortization charged during the period/year 9,143,525 17,182,293

Total accumulated amortization 69,944,215 60,800,690

Carrying amount 364,800,512 355,442,513

Details of intangible assets are shown in Schedule - B.

8.00 Capital work in progress: Tk. 14,611,601

Opening balance 10,164,730 6,147,265

Add: Addition during the period/year 8.01 4,446,871 10,164,730

14,611,601 16,311,995

Less: Transfer to intangible assets during the period/year - (6,147,265)

Closing balance 14,611,601 10,164,730

8.01 Details of capital work in progress added during the period/year

Development cost of Infinity HR Management Solution

Preparation of SRS 124,477 337,040

Software designing 414,925 1,053,592

Programming 1,542,400 3,061,000

Report development 1,244,774 3,302,360

Testing 497,909 1,209,294

Debugging 414,925 681,480

Integration 207,461 519,964

4,446,871 10,164,730

9.00 Inventories: Tk. 0

Opening balance - -

Add: Addition during the period/year - 114,200

- 114,200

Less: Adjustments made during the period/year - (114,200)

Closing balance - -

10.00 Trade & other receivables: Tk. 118,059,816

Trade receivables 10.01 97,557,285 96,412,330

Other receivables (VAT) 10.02 20,502,531 18,998,946

118,059,816 115,411,276

Note:- Development costs include certain directly attributable portion of salaries and allowances of employees (i.e. operators and

programmers).

160

10.01 Trade receivables: Tk. 97,557,285

Opening balance 96,412,330 90,547,982

Add: Addition during the period/year 32,515,380 87,280,662

128,927,710 177,828,644

Less: Adjustments made during the period/year (31,370,425) (81,416,314)

Closing balance 97,557,285 96,412,330

This is made up as follows:

Balance as at

July 01, 2017

Addition

during the

period

Adjustment

during the

period

Balance as at

Dec. 31, 2017

Balance as on

June 30, 2017

15,366,223 2,970,241 4,927,001 13,409,463 15,366,223

317,568 911,425 549,040 679,953 317,568

395,068 1,446,825 908,950 932,943 395,068

2,387,500 - - 2,387,500 2,387,500

6,363,722 - - 6,363,722 6,363,722

18,852,101 - - 18,852,101 18,852,101

12,910,261 15,100,460 2,944,200 25,066,521 12,910,261

2,046,088 148,264 472,726 1,721,626 2,046,088

- 4,774,045 - 4,774,045 -

58,983 436,828 296,230 199,581 58,983

1,430,590 - - 1,430,590 1,430,590

- 238,750 125,000 113,750 -

473,000 477,500 - 950,500 473,000

679,737 - - 679,737 679,737

2,387,500 - - 2,387,500 2,387,500

121,220 137,520 125,480 133,260 121,220

671,314 143,250 725,800 88,764 671,314

185,350 - - 185,350 185,350

- - - - -

2,196,500 - - 2,196,500 2,196,500

3,151,500 - - 3,151,500 3,151,500

859,500 - 283,635 575,865 859,500

19,463,817 3,352,050 17,660,304 5,155,563 19,463,817

2,292,000 - - 2,292,000 2,292,000

1,544,669 - 133,734 1,410,935 1,544,669

990,993 1,701,810 872,083 1,820,720 990,993

647,873 2,865 449,660 201,078 647,873

46,253 52,797 55,211 43,839 46,253

573,000 - 478,469 94,531 573,000

- 620,750 362,902 257,848 -

96,412,330 32,515,380 31,370,425 97,557,285 96,412,330

10.02 Other receivables (VAT) : Tk. 20,502,531

Opening balance 18,998,946 15,552,624


20,531,084 19,665,325

Less: Adjustment made during the period/year (28,553) (666,379)

Closing balance 20,502,531 18,998,946

1-3 Months 4-6 Months Total

78,107,114 15,854,308 118,059,816

78,107,114 15,854,308 118,059,816

i) Debt considered good in respect of which the Company is fully secured:

ii) Trade & other receivables considered good for which the Company hold no security other than the personal security:

iii) Trade & other receivables considered doubtful or bad:

iv) Trade & other receivables due by directors or others officers of the Company:

v) Trade 7 other receivables due by common management:

v) Reserve for doubtful debts

Bangladesh Development Bank Ltd.

Bangladesh Krishi Bank

Bangladesh Navy

Bangladesh Police (CID)

Bangladesh Police Kallyan Trust

Mercantile Bank Ltd. (Remittance)

Modhumoti Bank Ltd.

Northern Hatcheries Ltd.

One Source Solutions

Agrani Bank Limited

Agrani Bank Limited (Remittance)

Agrani SME Financing Company Ltd.

AKR Technology

Ansar-VDP Unnayan Bank

Janata Bank Ltd.

Bangladesh Public Service Commission

Doly Construction Ltd.

EXIM Bank Ltd. (Remittance)

First Securities Islamic Bank Ltd.

Jaj Bhuiyan Group

The Farmers Bank Ltd.

Uttara Bank Ltd. (Remittance)

Orange BD Ltd.

Premier Bank Ltd. (Remittance)

Rajshahi Krishi Unnayan Bank

Resource Planning & Management

Rupali Bank Ltd.

Trade receivables accrued in the ordinary course of business are considered good and secured against confirmed agreement.

There is no trade receivables in this respect as on 31 December 2017.

Total

Name of Customers

Information about trade and other receivables as per requirement under Schedule XI, Part 1, Para 4 of the Companies Act,

1994

Debtors have been stated at their nominal value. Debtors are accrued in the ordinary course of business.

Rupali Bank Ltd. (Remittance)

Sonali Bank Ltd.

Standard Bank Ltd. (Remittance)

Aging schedule of accounts receivable:

Above 6 MonthsParticulars

Trade & other receivables 24,098,394

There is no such trade receivables in this respect as on 31 December 2017.

Total 24,098,394

There is no such reserve created in this respect as on 31 December 2017.

The Company did not make any provision for doubtful debts as on 31 December 2017 because of the fact that services rendered are

based on agreement.

There is no trade receivables in this respect as on 31 December 2017.

161

11.00 Advances, deposits and prepayments: Tk. 58,319,386

Opening balance 58,288,714 35,728,563


60,650,171 60,047,346

Less: Adjustment made during the period/year (2,330,785) (1,758,632)

Closing balance 58,319,386 58,288,714


Advance against office rent 11.01 314,048 314,048

Security deposit against bill 11.02 878,750 492,550

Security deposit for telephone 11.03 45,450 45,450

Advance income tax (AIT) 11.04 9,496,138 9,971,666

Advance against business development 11.05 800,000 1,647,000

Advance against land purchase 11.06 45,000,000 45,000,000

Earnest money deposits 11.07 1,785,000 818,000

58,319,386 58,288,714

All the above advances, deposits and prepayments are considered as good and secured by the company management.

11.01 Advance against office rent: Tk. 314,048

This is arrived at as follows:

Opening balance 314,048 490,328


314,048 604,376

Less: Adjustment made during the period/year - (290,328)

Closing balance 314,048 314,048


Office at BDBL Bhaban (6th Floor - East) 114,048 114,048

Office at Mirpur DOHS 200,000 200,000

314,048 314,048

11.02 Security deposit against bill: Tk.878,750



Add: Addition during the period/year 438,090 544,500

930,640 901,563



The details are as follows:

Name of the Parties Balance as at

1 Jul 2017

Addition

during the

period

Adjustment

during the

period

Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Rupali Bank Ltd. 15,000 20,000 - 35,000 15,000

Dhaka City Corporation - 32,000 - 32,000 -

Agrani Bank Ltd. 14,650 200 - 14,850 14,650

Ansar VDP Unnayan Bank 24,500 - - 24,500 24,500

NAVY 150,000 - - 150,000 150,000

WASA 22,000 - - 22,000 22,000

National Bank 90,000 - - 90,000 90,000

Rajshahi Krishi Unnayan Bank 46,500 51,890 51,890 46,500 46,500

Bangladesh Krishi Bank 129,900 334,000 - 463,900 129,900

Total 492,550 438,090 51,890 878,750 492,550

11.03 Security deposit for telephone: Tk. 45,450


Add: Addition during the period/year - -

45,450 45,450

Less: Adjustment made during the period/year - -



Telephone deposit 45,450 45,450

45,450 45,450

11.04 Advance income tax (AIT): Tk. 9,496,138


Opening balance 9,971,666 9,970,723

Add: Addition during the period/year 11.04.01 23,367 60,235

9,995,033 10,030,958


Closing balance 9,496,138 9,971,666

11.04.01 Add: Addition during the period/year

AIT on interest income from bank account 3,569 10,324

AIT on interest income from FDR 19,798 49,911

23,367 60,235

162

11.05 Advance against business development: Tk. 800,000



1,947,000 2,647,000


Closing balance 800,000 1,647,000

The break up is as follows:

Name Balance as at

1 Jul 2017

Addition

during the

period

Adjustment

during the

period

Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Mr. Hemayet Uddin Ahmed 1,647,000 300,000 1,147,000 800,000 1,647,000

Total 1,647,000 300,000 1,147,000 800,000 1,647,000

11.06 Advance against land purchase: Tk. 45,000,000

Opening balance 45,000,000 22,000,000

Add: Addition during the period/year - 23,000,000

45,000,000 45,000,000


Closing balance 45,000,000 45,000,000


Anirban Housing Project 45,000,000 45,000,000

45,000,000 45,000,000

3) Description of land:

Block No. Plot No. Area (Kathas)

Block - A 2 10 Kathas






11.07 Earnest money deposits: Tk. 1,785,000


Name of Organization Balance as at

1 Jul 2017

Addition

during the

period

Adjustment

during the

period

Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Bangladesh Krishi Bank 5,000 900,000 - 905,000 5,000

Uttara Bank Ltd - 50,000 50,000 - -

Al-Arafah Islami Bank Ltd 100,000 - - 100,000 100,000

Khulna Shipyard 75,000 50,000 - 125,000 75,000

BD Jute Research Institute 55,000 - - 55,000 55,000

RAB 18,000 - 18,000 - 18,000

E-Auction 250,000 - 250,000 - 250,000

BSMRMU General Fund 10,000 - 10,000 - 10,000

Dhaka City Corporation 75,000 - 75,000 - 75,000

DLRS 150,000 - 150,000 - 150,000

BD Bureau of Statistics 42,000 - 42,000 - 42,000

Dhaka Cant. 38,000 - 38,000 - 38,000

Bangladesh Police (CID) - 600,000 - 600,000 -

Total 818,000 1,600,000 633,000 1,785,000 818,000

12.00 Accrued interest income: Tk. 41,496

Accrued interest on FDR 41,496 31,553

41,496 31,553


Bank Branch Tenure Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Al-Arafah Islami Bank Ltd. Motijheel MTD-3month - 5,284

Al-Arafah Islami Bank Ltd. Motijheel MTD-3month 7,033 6,334

Al-Arafah Islami Bank Ltd. Motijheel MTD-3month 13,480 -

Al-Arafah Islami Bank Ltd. Motijheel MTD-3month 378 363

Al-Arafah Islami Bank Ltd. Motijheel Cor. MTD-3month 10,863 9,531

Standard Bank Ltd. Topkhana Road MTD-3month 9,742 10,041

41,496 31,553

Account Number

0151310103769

1) The Company will purchase 6 (six) plots of 10 kathas each totaling 60 kathas in the project named "Anirban Dhaleswary City"

located at Mouja / P.O: Balurchar, P/S: Shirajdikhan, Dist.: Munshiganj from Anirban Housing (Pvt.) Ltd.

2) Price: Price is fixed at Tk. 20,00,000 (Tk. Twenty Lac) per Katha; the value of the agreement is thus Tk.12,00,00,000 (Tk. Twelve

Core) for total 60 (Sixty) kathas of land.

0021310153434

Total

0021310155087

0139533/331/14

0021310130844

0021310156347

163

13.00 Cash and cash equivalents: Tk. 7,697,314


Cash in hand - 461,570

Cash at bank 13.01 568,789 4,058,734

FDR 13.02 7,128,525 5,832,387

Total 7,697,314 10,352,691

13.01 Cash at bank: Tk. 568,789

Name of the Bank Type of A/C Branch Name Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Agrani Bank Ltd. STDPrincipal Br,

Dhaka 7,157 7,621

Al-Arafah Islami Bank Ltd. CD Motijheel 14,358 2,201


Al-Arafah Islami Bank Ltd. CD Motijheel Corp. 2,943 2,553

Al-Arafah Islami Bank Ltd. CD Purana Paltan 7,988 9,425

Al-Arafah Islami Bank Ltd. CD Purana Paltan 29,771 2,549,262

Dutch-Bangla Bank Ltd. STD Pallabi 58,389 9,989

Dutch-Bangla Bank Ltd. CD Pallabi 3,696 10,388

Janata Bank Ltd. CD WASA Corp. 3,322 5,277

Modhumoti Bank Ltd. CD Motijheel - 93,808

Modhumoti Bank Ltd. SND Motijheel 68,838 666,504

Rajshahi Krishi Unnayan

Bank Ltd.CD LPO 72,796 9,425

Rupali Bank Ltd. CD Local Office 928 401

Sonali Bank Ltd. CD Mirpur 16,449 18,444

Sonali Bank Ltd. CD Local Office 4,174 4,749

Total 568,789 4,058,734

13.02 FDR: Tk. 7,128,525


Name of the Bank Type of A/C Branch name Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Al-Arafah Islami Bank Ltd. MTD-3 months Motijheel 1,250,000 1,541,223

Al-Arafah Islami Bank Ltd. MTD-3 months Motijheel 1,235,000 1,314,493

Al-Arafah Islami Bank Ltd. MTD-3 months Motijheel 213,065 220,585

Al-Arafah Islami Bank Ltd. MTD-3 months Motijheel 1,600,000 -

Al-Arafah Islami Bank Ltd. MTD-3 months Motijheel Cor. 1,197,679 1,166,855

Standard Bank Ltd. MTD-3 months Topkhana Road. 1,632,781 1,589,231

Total 7,128,525 5,832,387

14.00 Share capital: Tk. 300,000,000

Authorized share capital: Tk. 1,000,000,000 1,000,000,000 1,000,000,000

(100,000,000 ordinary shares of Tk. 10 each)

Issued, subscribed, called up and paid up capital: Tk. 300,000,000


Divided into 30,000,000 ordinary shares of Tk. 10 each 300,000,000 300,000,000

300,000,000 300,000,000


Particulars Financial Period No. of Shares Value per

share (Tk.)

Share Amount

(Tk.)

Fundamental Share Established Time 100,000 10 1,000,000

Bonus Share 2012-2013 9,900,000 10 99,000,000

Bonus Share 2014-2015 8,000,000 10 80,000,000

Right Share 2015-2016 2,000,000 10 20,000,000

Placement Share 2016-2017 10,000,000 10 100,000,000

30,000,000 300,000,000

1011045823

500000075

10000499

Approved in AGM

Approved in AGM

00213306434429

0021310155087

Account number

Total

211.120.1516

00210-200-52474

1431220000036

1431020000247

33143491

200004894712

200006149

20-00-81436

1188545

0021-220-005621

1510-200-18697

(The shares of the Company has been denominated from Tk. 1,000 to Tk. 10 per share on 25 February 2013.)

0151310103769

Account number

0139533/331/14

0021310156347

211.110.10533

0021310130844

BSEC Letter Ref. No. BSEC/CI/CPLC-

505/2015/405

BSEC Letter Ref. No. BSEC/CI/CPLC-

505/2015/584

Reference

M&AoA

164

Details of shareholding position:

No. of Shares

Held

Value per

share (Tk.)

% of Total

Shareholdings

Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

Abeda Parveen 2,070,000 10 6.90% 20,700,000 20,700,000

Ferdous Sharmina Osman 2,070,000 10 6.90% 20,700,000 20,700,000

A.S.M. Ashrafuddin 1,460,000 10 4.87% 14,600,000 14,600,000

A.S.M. Jamaluddin 1,460,000 10 4.87% 14,600,000 14,600,000

A.S.M. Kamaluddin 1,460,000 10 4.87% 14,600,000 14,600,000

A.S.M. Shahabuddin 1,460,000 10 4.87% 14,600,000 14,600,000

A.S.M. Shihabuddin 1,460,000 10 4.87% 14,600,000 14,600,000

K.M. Ahsanullah 1,460,000 10 4.87% 14,600,000 14,600,000

K.M. Barkatullah 1,460,000 10 4.87% 14,600,000 14,600,000

K.M. Hamidullah 1,460,000 10 4.87% 14,600,000 14,600,000

K.M. Obaidullah 1,460,000 10 4.87% 14,600,000 14,600,000

K.M. Rahmatullah 1,460,000 10 4.87% 14,600,000 14,600,000

ABACI Investments Limited (MDA) 1,200,000 10 4.00% 12,000,000 12,000,000

Abdus Samad 1,000,000 10 3.33% 10,000,000 10,000,000

Proshanta Kumar Halder 1,000,000 10 3.33% 10,000,000 10,000,000

BMSL Investments Limited 800,000 10 2.67% 8,000,000 8,000,000

A.N.M Yeahea 500,000 10 1.67% 5,000,000 5,000,000

Bangladesh Ship Breaking Ltd. 500,000 10 1.67% 5,000,000 5,000,000

BD Finance Capital Holdings Limited 500,000 10 1.67% 5,000,000 5,000,000

Salim Rahman 500,000 10 1.67% 5,000,000 5,000,000

Gazi Munibur Rahman 360,000 10 1.20% 3,600,000 3,600,000

Mohammad Tanvirul Islam 310,000 10 1.03% 3,100,000 3,100,000

Dr. Md. Abu Syed Tito 300,000 10 1.00% 3,000,000 3,000,000

Dr. Shafinaz Islam 300,000 10 1.00% 3,000,000 3,000,000

Md. Shahidullah (Shyamol) 280,000 10 0.93% 2,800,000 2,800,000

Al-Haj Abdul Malek Mollah 250,000 10 0.83% 2,500,000 2,500,000

Azmat Niaz 250,000 10 0.83% 2,500,000 2,500,000

Haseeb Ahmed 250,000 10 0.83% 2,500,000 2,500,000

Md. Habibur Rahman 250,000 10 0.83% 2,500,000 2,500,000

Rukhna Rahman Tasha 250,000 10 0.83% 2,500,000 2,500,000

Shegufta Rahman Prima 250,000 10 0.83% 2,500,000 2,500,000

Farida Banu 200,000 10 0.67% 2,000,000 2,000,000

Asif Ahmed 180,000 10 0.60% 1,800,000 1,800,000

Nasiha Ahmed 180,000 10 0.60% 1,800,000 1,800,000

Ruby Ahmed 180,000 10 0.60% 1,800,000 1,800,000

Saima Ahmed 180,000 10 0.60% 1,800,000 1,800,000

Md. Mustafa 150,000 10 0.50% 1,500,000 1,500,000

Dr. Md. Zahirul Islam 100,000 10 0.33% 1,000,000 1,000,000

IIDFC Securities Limited 100,000 10 0.33% 1,000,000 1,000,000

Md. Mamunur Rashid 100,000 10 0.33% 1,000,000 1,000,000

Parkway Holdings Ltd. 100,000 10 0.33% 1,000,000 1,000,000

Prilink Securities Ltd. 100,000 10 0.33% 1,000,000 1,000,000

Soumen Saha 55,000 10 0.18% 550,000 550,000

Hemayet Uddin Ahmed 54,000 10 0.18% 540,000 540,000

Tripti Rani Ghose 54,000 10 0.18% 540,000 540,000

Dr.A.K.M.Masud 50,000 10 0.17% 500,000 500,000

Dr.Mohammad Shariful Islam 50,000 10 0.17% 500,000 500,000

Kazi Amira Hossain 50,000 10 0.17% 500,000 500,000

Md. Gias Uddin 50,000 10 0.17% 500,000 500,000

Md. Mazharul Islam Chowdhury 50,000 10 0.17% 500,000 500,000

Nusrat Hafiz 50,000 10 0.17% 500,000 500,000

Mahbub Anam 36,000 10 0.12% 360,000 360,000

Salahuddin M Abdullah 36,000 10 0.12% 360,000 360,000

Md. Abdul Halim 25,000 10 0.08% 250,000 250,000

Aninda Iqbal 20,000 10 0.07% 200,000 200,000

Dr. Md. Mostofa Akbar 20,000 10 0.07% 200,000 200,000

Md. Shah Alam Mirdha 20,000 10 0.07% 200,000 200,000

Subir Mohajan 20,000 10 0.07% 200,000 200,000

30,000,000 100% 300,000,000 300,000,000

15.00 Retained earnings: Tk. 229,143,552


Opening balance (restated) 15.01 217,555,978 186,109,475

Less: Prior period adjustments - (91,791)

Add: Profit for the period/year 11,587,574 31,538,294

Closing balance 229,143,552 217,555,978

Note :- 15.01 Restated opening balance as at 1 July 2016

Amount (Tk.)

195,564,822

For the year ended 30 June 2014 (3,145,839)



186,109,475

During FY 2017-18, the Company has decided to correct the error of not making provision for workers’ profit participation and welfare

fund for the years ended 30 June 2014, 30 June 2015 and 30 June 2016 in accordance with the provisions of Chapter XV of the

Bangladesh Labour Act, 2006. The same correction of error causes restatement of respective financial statement line items of prior

years in accordance with BAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”.

Less: Provision made for workers’ profit participation and welfare fund for the following years:

Opening balance as at 1 July 2016 (as previously reported)

Restated opening balance (2016-17)

Name of shareholders

165

16.00 Long term loan: Tk. 0


Opening balance - 63,704,113


- 64,565,103

Less: Adjustment made during the period/year - (64,565,103)

Closing balance - -

17.00 Trade and other payables: Tk. 36,555,331

Trade payables 17.01 16,052,800 17,497,800.00

VAT payable 17.02 20,502,531 18,998,946.00

36,555,331 36,496,746.00

17.01 Trade payables: Tk. 16,052,800

Opening balance 17,497,800 10,892,408

Add: Addition during the period/year - 15,118,800

17,497,800 26,011,208


Closing balance 16,052,800 17,497,800


Balance as at

1 Jul 2017

Addition

during the

period

Adjustment

during the

period

Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

4,038,300 - 1,250,000 2,788,300 4,038,300

491,000 - - 491,000 491,000

3,536,000 - 70,000 3,466,000 3,536,000

125,000 - 125,000 - 125,000

9,307,500 - - 9,307,500 9,307,500

17,497,800 - 1,445,000 16,052,800 17,497,800

17.02 VAT payable: Tk. 20,502,531

Opening balance 18,998,946 15,552,624


20,531,084 19,665,325


Closing balance 20,502,531 18,998,946

18.00 Provision for expenses: Tk. 2,636,164


Opening balance 2,090,085 320,416


13,766,984 19,199,389


Closing balance 2,636,164 2,090,085


Balance as at

1 Jul 2017

Addition

during the

period

Adjustment

during the

period

Balance as at

31 Dec 2017

Balance as at

30 Jun 2017

172,500 172,500 195,000 150,000 172,500

33,000 95,600 56,600 72,000 33,000

450,000 2,700,000 2,700,000 450,000 450,000

32,986 205,592 220,812 17,766 32,986

- 11,400 10,450 950 -

- 480,000 440,000 40,000 -

- 255,744 255,744 - -

774,300 3,967,350 3,589,550 1,152,100 774,300

612,550 3,720,350 3,608,200 724,700 612,550

14,748 44,863 51,164 8,447 14,748

- 3,300 3,300 - -

- 20,200 - 20,200 -

Total 2,090,085 11,676,899 11,130,820 2,636,164 2,090,085

Satellite bill

Head of expenses

E-Galaxy Digital System Ltd.

Flora Ltd.

Intimacy Computer & Solutions


ERA Soft Ltd.

Total

TDS payable

Audit fee with VAT

Internet expense

Directors' remuneration

Electricity bill

Gas bill

Office rent (Mirpur)

Office rent (BDBL)

Salaries and allowances

Software development

Telephone bill

Name of suppliers

166

19.00 Provision for workers’ profit participation and welfare fund: Tk. 11,625,386


Opening balance 19.01 11,042,062 9,455,347

Add: Addition during the period/year 583,324 1,586,715

11,625,386 11,042,062


Closing balance 11,625,386 11,042,062

Note :- 19.01 Restated opining balance as at 1 July, 2016

Amount (Tk.)

-

For the year ended 30 June 2014 3,145,839



9,455,347

20.00 Provision for income tax: Tk. 274,929



773,824 962,400



Opening balance as at 1 July 2016 (as previously reported)

Add: Provision made for workers’ profit participation and welfare fund for the following years:

Opening balance as at 1 July 2016 (as restated)

During FY 2017-18, the Company has decided to correct the error of not making provision for workers’ profit participation and welfare

fund for the years ended 30 June 2014, 30 June 2015 and 30 June 2016 in accordance with the provisions of Chapter XV of the

Bangladesh Labour Act, 2006. The same correction of error causes restatement of respective financial statement line items of prior

years in accordance with BAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”.

167

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 31 Dec 2016


21.00 Revenue: Tk. 32,515,380

Gross revenue 21.01 34,047,518 38,703,884

Less: Sales VAT (1,532,138) (1,741,675)

Net revenue 32,515,380 36,962,209

21.01 Details of gross revenue:


IBS with Module: 12,824,200 23,798,400

IBS maintenance 7,324,200

IBS sales 5,500,000

ABB with Module: - 1,440,000

ABB maintenance -

ATM with Module: - 708,000

ATM maintenance -

Remit Infinity: 4,091,657 3,629,499

Remit Infinity maintenance (ABL, Canada) 150,000

Remit Infinity maintenance (MBL, UK, London) 150,000

Remit Infinity (ABL, Malaysia) 804,372

Remit Infinity (EXIM Bank, Canada) 200,000

Remit Infinity (EXIM Bank, UK) 200,000

Remit Infinity (RBL, Local) 1,782,000

Remit Infinity (STB, UK) 55,285

Remit Infinity (UBL, Local) 270,000

Remit Infinity with Database - Housing Service 480,000

Infinity Reconciliation: - 150,000

Reconciliation SW upgrade -

Reconciliation maintenance -

ERP Software 250,000 4,809,210

Infinity 365 (CBS - Core Banking Solution) - 1,750,200

SME Maintenance 540,000 540,000

Other Sales: 16,341,661 1,878,575

Data entry 7,300,000

CIB maintenance 175,000

Loan monitoring system database software 800,000

LIMS software (CID) 4,999,000

Training on software 2,445,000

Job on call 10,000

Troubleshooting/maintenance 155,250

SMS notification 457,411

Total 34,047,518 38,703,884

22.00 Cost of sales: Tk. 11,528,931

Opening stock - 114,200

Hardware and equipment - 94,800

Spare parts - 19,400

Add: Purchase during the period - -

Hardware and equipment - -

Spare parts - -

Less: Closing stock - 114,200

Hardware and equipment - 94,800


Cost of materials consumed - -

Add: Direct costs 22.01 11,528,931 19,991,289

Cost of sales 11,528,931 19,991,289

Particulars

168

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 31 Dec 2016


22.01 Direct costs: Tk. 11,528,931


Amortization of intangibles assets Sch. B 9,143,525 8,207,367

Cybernet bill 110,562 108,000

Data entry expenses 305,650 414,000

Depreciation of property, plant and equipment (75%) Sch. A 1,112,299 856,492

Office rent (software development office) 480,000 480,000

Project expenses 111,740 389,950

Software customization expenses - 9,307,500

Utilities (software development office) 265,155 227,980

Total 11,528,931 19,991,289

23.00 Office and administrative expenses: Tk. 8,962,109


Advertisement expenses 12,182 -

Audit fee 172,500 -

Bank charges and commission 252,645 44,705

Bonus 699,750 604,000

Depreciation of property, plant and equipment (25%) Sch. A 370,766 285,497

Directors' remuneration 32.00 2,700,000 2,700,000

Fees, forms, registration and renewals 28,460 63,000

Fuel and lubricant (generator) 4,650 5,000

Legal expenses 7,125 28,500

Mobile bill 10,000 24,000

Office entertainment 8,401 21,550

Office rent (BCIC) - 499,680

Office rent (BDBL) 255,744 -

Postage and courier 3,340 1,005

Repairs and maintenance 60,552 10,100

Salaries and allowances 4,069,550 4,130,450

Software (Tally) expenses 3,750 15,000

Stationery expenses 75,740 46,600

Tender expenses 66,487 20,650

Training and development expenses 23,765 5,500

Traveling and conveyance expenses 136,702 109,591

Utilities (BCIC) - 33,438

Total 8,962,109 8,648,266

24.00 Other income: Tk. 225,474

Interest on FDR 189,787 203,518

Interest on bank accounts 35,687 32,237

Total 225,474 235,755

25.00 Finance costs: Tk. 0

Interest on bank loan - 860,990

Total - 860,990

26.00 Contribution to workers’ profit participation and welfare fund: Tk. 583,324

Contribution to workers’ profit participation and welfare fund 583,324 366,544

Total 583,324 366,544

27.00 Income tax expenses: Tk. 78,916

Current tax expenses 78,916 82,514

Total 78,916 82,514

Note-1: Software customization expenses have been reclassified under direct costs from office and administrative expenses, as the same are

directly attributable costs to revenue.

Note-1 : Data entry expenses and project expenses include certain directly attributable portion of salaries and allowances of employees (i.e.

operators and programmers).

Note-2 : Software customization expenses have been reclassified under direct costs from office and administrative expenses, as the same are

directly attributable costs to revenue.

169

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 31 Dec 2016


28.00 Earnings per share (EPS): Tk. 0.39

28.01 Basic earnings per share

Profit for the period attributable to the ordinary shareholders 11,587,574 7,248,361

Weightage average number of shares outstanding 30,000,000 20,135,870

Basic earnings per share 0.39 0.36

28.02 Weightage average number of shares outstanding


Number of

shares

Effective date

for weighting

Period

ended on

Number of days

outstanding

Weighted average

number of

ordinary shares

30,000,000 7/1/2017 12/31/2017 184 30,000,000

30,000,000 30,000,000


Number of

shares

Effective date

for weighting

Period

ended on

Number of days

outstanding

Weighted average

number of

ordinary shares

20,000,000 7/1/2016 12/31/2016 184 20,000,000

1,000,000 12/7/2016 12/31/2016 25 135,870

21,000,000 20,135,870

28.03 Diluted earnings per share

As at As at

31 December 2017 30 June 2017


29.00 Net asset value per share: Tk. 17.64

Total assets 580,235,362 567,879,779

Less: Total liabilities (51,091,810) (50,323,801)

Net asset value (A) 529,143,552 517,555,978

Number of ordinary shares outstanding (B) 30,000,000 30,000,000

Net asset value per share (A/B) 17.64 17.25

1 Jul 2017 to 1 Jul 2016 to

31 Dec 2017 31 Dec 2016


30.00 Net operating cash flow per share: Tk. 0.68

Net cash generated by operating activities (A) 20,293,018 27,044,127

Number of ordinary shares outstanding at the end of the period (B) 30,000,000 21,000,000

Net operating cash flow per share (A/B) 0.68 1.29

31.00 Amount paid to auditor: Tk. 172,500

Name of the firm: Masih Muhith Haque & Co.

Audit fee with VAT paid for the year ended 31 December, 2016 - -

Audit fee with VAT paid for the year ended 31 December, 2017 172,500 -

172,500 -

Issue of ordinary shares on 7 December 2016

Total

No diluted earnings per share is required to be calculated for the periods presented as the Company has no dilutive potential ordinary shares.

Particulars

Ordinary shares outstanding as of 1 July 2016

Total

The weighted average number of ordinary shares outstanding during the period is the number of ordinary shares outstanding at the beginning of the

period, adjusted by the number of ordinary shares issued during the period multiplied by a time-weighting factor. The time-weighting factor is the

number of days that the shares are outstanding as a proportion of the total number of days in the period.

Particulars

Weightage average number of shares

170

32.00 Disclosure of directors' remuneration under Para 4 of Schedule XI PART II of the Companies Act, 1994: Tk. 2,700,000

Tk. Tk. Tk. Tk. Tk. Tk. Tk.

Mr. A.S.M. Jamaluddin 46,500 23,250 3,000 2,250 75,000 450,000 450,000

Mr. K.M. Rahmatullah 46,500 23,250 3,000 2,250 75,000 450,000 450,000

Mr. A.S.M. Ashrafuddin 46,500 23,250 3,000 2,250 75,000 450,000 450,000

Mr. K.M. Obaidullah 46,500 23,250 3,000 2,250 75,000 450,000 450,000

Mr. A.S.M. Kamaluddin 46,500 23,250 3,000 2,250 75,000 450,000 450,000

Mr. K.M. Ahsanullah 46,500 23,250 3,000 2,250 75,000 450,000 450,000

279,000 139,500 18,000 13,500 450,000 2,700,000 2,700,000

33.00 Disclosure under Para 4 of Schedule XI Para II of the Companies Act, 1994:

34.00 Related party disclosures

List of related parties with whom transactions have taken place:

Relationship

with companyNo. of Months

Per Month

(Tk.)

1 Jul 2017 to

31 Dec 2017

1 Jul 2016 to

31 Dec 2016

Chairman 6 75,000 450,000 450,000

MD 6 75,000 450,000 450,000

Director 6 75,000 450,000 450,000

Director 6 75,000 450,000 450,000

Director 6 75,000 450,000 450,000

Director 6 75,000 450,000 450,000

2,700,000 2,700,000

35.00 Contingent liabilities

36.00 Events after the reporting period

37.00 General

i.

ii.

iii.

Name of Directors

42 out of the total regular employees perform administrative activities and the rest 26 employees perform software development activities. Besides,

more than 400 temporary staff work for data entry, software development and as consultant of the Company on demand.

1 Jul 2016 to

31 Dec 2016

Total

1 Jul 2017 to

31 Dec 2017

Total per

month

Medical

Allowance

House Rent

AllowanceBasic

Conveyance

Allowance

Name of party

Comparative information has been rearranged wherever considered necessary to conform to the current period’s presentation.



The number of regular employees receiving remuneration of Tk. 36,000 or above per annum at the reporting date was 68.

Remuneration

Remuneration

The parties are considered to be related if one of the parties has the ability to control the other party or exercise significant influence over the other

party in making financial and operating decisions.

These notes form an integral part of the annexed financial statements and accordingly are to be read in conjunction therewith.

There is no contingent liability as at the reporting date for the Company.

Remuneration

Remuneration

Remuneration

The amounts in these financial statements have been rounded off to the nearest Taka. Because of these rounding off, in some instances the totals

may not match the sum of individual balances.

Mr. K.M. Obaidullah


Mr. K.M. Ahsanullah

Total

There is no material event that had occurred after the reporting period to the date of issue of these financial statements, which could affect the

figures stated in the financial statements.

Remuneration

Nature of Transaction


171

Auditors' Report and Audited Financial Statements

Of

Infinity Technology International Ltd. BDBL Bhaban (6th Floor - East)

12 Kawran Bazar C/A, Dhaka-1215, Bangladesh

For the year ended June 30, 2017

172

AUDITORS’ REPORT TO THE SHAREHOLDERS’

We have audited the accompanying financial statements of Infinity Technology International Ltd which

comprises the statement of financial positions as at June 30, 2017 and the statement of profit or loss and other

comprehensive income, statement of changes in equity and statement of cash flows for the year then ended,

a summary of significant accounting policies and other explanatory information and comparative information

in respect of the preceding period.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in

accordance with Bangladesh Financial Reporting Standards (BFRS), Bangladesh Accounting Standards (BAS)

and for such internal control as management determines is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted

our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of

the risks of material misstatement of the financial statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair

presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion.

Opinion

In our opinion, the financial statements, prepared in accordance with Bangladesh Financial Reporting

Standards (BFRS) and Bangladesh Accounting Standards (BAS) give a true and fair view of the state of the

company’s affairs as at June 30, 2017 and of the results of its operations and cash flows for the year than ended

and comply with the Companies Act 1994, the Securities and Exchanges Rules 1987 and other applicable laws

and regulations.

We also report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof;

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of these books;

c) The statement of financial position and statement of profit or loss and other comprehensive income dealt with by the report are in agreement with the books of account and returns; and

d) The expenditure incurred was for the purposes of the company’s business. Sd/-

Dated: Dhaka (Masih Muhith Haque & Co.) October 10, 2017 Chartered Accountants

173

Restated Restated

As at June 30'

2017

As at June

30'2016

As at July

1'2015


ASSETS

A. Non-current assets 373,630,815 331,970,222 310,988,561

Property, plant & equipment 6.00 18,188,302 15,356,892 15,107,923

(At cost less accumulated depreciation)

Intangible assets 7.00 355,442,513 316,613,331 295,880,638

(At cost less accumulated amortization)

B. Current assets: 194,248,964 154,830,548 111,314,291

Inventories 8.00 - 114,200 114,200

Work-in-progress 9.00 10,164,730 6,147,265 -

Accounts receivable 10.00 96,412,330 90,547,982 70,080,281

VAT receivable 11.00 18,998,946 15,552,624 13,032,142

Advance, deposits & pre-payments 12.00 57,470,714 34,910,564 12,853,600

Cash & cash equivalents 13.00 11,170,691 7,440,390 14,884,942

Other receivables 14.00 31,553 117,524 349,126

Total assets (A+B) 567,879,779 486,800,771 422,302,852


C. Equity attributable to shareholders 527,011,325 395,564,822 318,346,138

Share capital 15.00 300,000,000 200,000,000 180,000,000

(Issued, subscribed & paid-up capital)

Retained earnings 16.00 227,011,325 195,564,822 138,346,138

D. Non-current liabilities - 63,704,113 71,604,934

Long-term loan 17.00 - 63,704,113 71,604,934

E. Current liabilities: 40,868,454 27,531,835 32,351,780

Accounts payable & others liability 18.00 36,496,746 26,445,032 29,565,437

Provision for expenses 19.00 2,090,085 320,416 1,845,406

Provision for workers' profit participation fund (WPPF) 20.00 1,586,715 - -

Provision for income tax 21.00 694,908 766,387 940,937

F. Total liabilities (D+E) 40,868,454 91,235,948 103,956,714

Total equity and liabilities(C+F) 567,879,779 486,800,770 422,302,852

Net asset value (NAV) per share 30.00 17.57 19.78 17.69

The accounting policies and explanatory notes form an integral part of the financial statements.

The financial statements were authourized for issue by the Board of Directors on October 10, 2017

0 1 0

Sd/- Sd/- Sd/-


This is the statement of financial position referred to in our annex report Sd/-


Dated : October 10, 2017 Chartered Accountants

INFINITY TECHNOLOGY INTERNATIONAL LTD.

BDBL Bhaban, (6th Floor - East)

12 Kawran Bazar C/A

Dhaka-1215

Statement of financial position

As at June 30, 2017

(3,00,00,000 ordinary shares @ Tk. 10 each)

Particulars Notes

174

Restated

Particulars Notes Year ended

June 30' 2017

Year ended June

30'2016 Amount (Tk.) Amount (Tk.)

Net revenue 22.00 87,280,662 103,770,170

Less: Cost of sales 23.00 26,205,504 23,416,703

Gross profits 61,075,158 80,353,467

Less: Office & administrative expenses 24.00 27,189,328 21,231,554

Profit from operation 33,885,830 59,121,913

Add:Other income 25.00 296,183 764,263

Net profit/ (loss) before financial expenses 34,182,012 59,886,176

Less : Financial expenses 26.00 860,990 2,400,000

Net profit /(loss) after financial expenses 33,321,022 57,486,175

Less: Workers' profit participation fund (WPPF) 20.00 1,586,715 -

Net profit /(loss) before tax 31,734,307 57,486,175

Less : Income tax expenses 27.00 196,013 267,492

Net profit/(loss) after tax 31,538,294 57,218,684

Earnings per share (Face Value Tk. 10) basic 28.00 1.30 2.86

Earnings per share (Face Value Tk. 10) fully diluted 29.00 1.05 2.86



Sd/- Sd/-


This is the statement of financial position referred to in our annex report

Dhaka

Dated : October 10, 2017

(Masih Muhith Haque & Co.)

Chartered Accountants



12 Kawran Bazar C/A

Dhaka-1215

Statement of profit or loss and other comprehensive income


Sd/-

Sd/-

175



12 Kawran Bazar C/A

Dhaka-1215

Statement of changes in equity


Share Retained

capital earnings

Year ended :

For the year ended June 30,2017

Opening balance as on July 1,2016 200,000,000 195,564,822 395,564,822

Addition 100,000,000 - 100,000,000 -

Less: Prior year adjustment (91,790) (91,790)

Net profit for the year - 31,538,294 31,538,294

Closing balance as on June 30, 2017 300,000,000 227,011,325 527,011,325

Year ended :

For the year ended June 30,2016

Balance as on July 1,2015 (Restated) 180,000,000 138,346,138 318,346,138 -

Addition 20,000,000 - 20,000,000 -

Net profit for the year (Restated) - 57,218,684 57,218,684 -

Closing balance as on June 30, 2016 200,000,000 195,564,822 395,564,822



Sd/- Sd/- Sd/-


This is the statement of financial position referred to in our annex report

Sd/-



TotalParticulars

176



12 Kawran Bazar C/A

Dhaka-1215

Statement of cash flows

For the year ended June 30, 2017 Restated

Year ended

June 30,2017

Year ended

June 30,2016

Amount (Tk.) Amount(Tk.)

A. CASH FLOWS FROM OPERATING ACTIVITIES:

Cash received from customers 77,969,990 80,781,987

Cash received from other receivable 85,971 231,602

Cash received from other income 590,037 764,262

Cash paid to suppliers 3,289,196 (8,942,284)

Income tax paid (267,492) (442,042)

Operating expenses paid (47,356,102) (44,206,249)

Finance cost (860,990) (2,400,000)

Net cash flows in operating activities 33,450,610 25,787,277

B. CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment (5,987,255) (2,678,000)

Work in progress (4,017,465) (6,147,265)

Intangible assets (56,011,475) (36,505,743)

Net cash used in investing activities (66,016,195) (45,331,008)

C. CASH FLOWS FROM FINANCING ACTIVITIES:

Increase in share capital 100,000,000 20,000,000

Secured loan paid (63,704,113) (7,900,821)

Net cash flows from financing activities 36,295,887 12,099,179

3,730,301 (7,444,552)

Cash & cash equivalents at the beginning of the year 7,440,390 14,884,942

Cash & cash equivalents at the end of the year 11,170,691 7,440,390


Cash in hand 461,571 273,880

Cash at bank 4,058,734 95,389

Earnest money 818,000 168,400

FDR 5,832,387 6,902,721

11,170,691 7,440,390

Net operating cash flow per share 31.00 1.12 1.29

0 0 The accounting policies and explanatory notes form an integral part of the financial statements.


Sd/- Sd/- Sd/-


This is the statement of financial position referred to in our annex report. Sd/-

Dhaka Masih Muhith Haque & Co.


Particulars

Net increase / (decrease) in cash & cash equivalents (A+B+C)

177



12 Kawran Bazar C/A

Dhaka-1215

Schedule of property, plant & equipment Schedule - A

As at June 30, 2017

Computer & Accessories 7,005,844 1,982,590 8,988,434 20 3,923,170 929,600 4,852,770 4,135,664

Motor Vehicle 1,843,297 - 1,843,297 - 20 1,494,608 54,835 1,549,443 - -

Electric Instalation 1,337,853 56,000 1,393,853 20 849,679 105,552 955,230 438,623

Office Decoration 6,111,900 - 6,111,900 10 1,474,786 463,711 1,938,497 4,173,403

Server 6,595,000 3,025,000 9,620,000 25 4,219,429 801,427 5,020,856 4,599,144

Furniture & Fixture 2,496,825 - 2,496,825 10 524,164 197,266 721,430 1,775,395

Office Equipment 1,596,427 923,665 2,520,092 10 866,731 137,369 1,004,100 1,515,992

Electrical Equipment 2,471,170 - 2,471,170 10 748,858 172,231 921,089 1,550,081

Total as on 30-06-2017 29,458,316 5,987,255 1,843,297 33,602,274 14,101,424 2,861,991 1,549,443 15,413,972 18,188,302

Balance as on 30-06-2016 26,780,316 2,678,000 - 29,458,316 11,672,393 2,429,032 - 14,101,424 15,356,892

Note:

i) Electric equipment & Air condition has been rearranged, Now Air condition has been considered under electric equipment.

Note: Total depreciation has been allocated in the following ratio :

Direct expenses 75% 2,146,493

Office & administrative Expenses 25% 715,498

100% 2,861,991

Opening

balance

01.07.16

Addition

during the

year

Addition

during the

year

Opening

balance

01.07.16

Closing

balance

30.06.17

Closing

balance

30.06.17

Rate

of

Dep.

%

Particulars

Cost

Disposal

during the

year

Disposal

during the

year

W.D.V

30.06.2017

Depreciation

ii) By discussing with Board of Directors in board meetings the company has made this decision upon reviews of its motor vehicle to sale this assets at

market value. Board of Directors' resolution date: April 13,2017.

178



12 Kawran Bazar C/A

Dhaka-1215

Schedule of intangible assets

As at June 30, 2017

Infinity Banking

Soluion (IBS)Version 4+ 69,421,362 5,697,740 75,119,102 5 8,730,932 3,127,349 11,858,280 63,260,822

Remit Infinity Version 5 44,462,499 5,761,869 50,224,368 5 5,165,637 2,107,985 7,273,622 42,950,746

Infinity ABB

SolutionVersion 5 28,904,376 1,111,823 30,016,199 5 3,705,121 1,297,185 5,002,306 25,013,893

Infinity DNA Bank

SolutionVersion 1.0 2,068,000 - 2,068,000 5 166,829 95,059 261,887 1,806,113

Infinity e-

Recruiment

solution

Version 2 19,164,267 929,548 20,093,815 5 1,967,731 877,641 2,845,372 17,248,443

LIMS software Version 2.1 21,468,673 - 21,468,673 5 2,449,375 950,965 3,400,340 18,068,333

Infinity SMS

Banking SolutionVersion 3 22,135,750 1,191,275 23,327,025 5 2,829,560 985,132 3,814,692 19,512,333

Infinity 365 (An

Enterprice Green

Core Banking

Solution)

Version 2.1 122,734,645 18,157,200 140,891,845 5 14,787,214 5,736,976 20,524,191 120,367,654

Bangladesh Bank

Reporting

Software

Version 5 21,661,000 - 21,661,000 5 3,022,499 931,925 3,954,424 17,706,576

Infinity

Reconcilition

Solution

Version 5 2,013,590 3,964,823 5,978,413 5 124,565 166,791 291,356 5,687,057

Infinity ERP

SolutionVersion 1.0 - 18,277,649 18,277,649 5 - 600,297 600,297 17,677,352

Infinity ATM

SolutionVersion 4 6,197,566 919,548 7,117,114 5 668,936 304,990 973,925 6,143,189

360,231,728 56,011,475 416,243,203 43,618,397 17,182,293 60,800,690 355,442,513

Balance as on 30-06-2016 323,725,985 36,505,743 360,231,728 27,845,347 15,773,050 43,618,397 316,613,331

Note1 : Total Amortization has been allocated in the following ratio :

Direct Expenses 100% 17,182,293

Preparation

of SRSProgramming

Software

Designing

Report

DevelopmentTesting Debugging Integration Total

Infinity Banking Solution (IBS) 190,840 1,933,000 554,255 1,662,320 645,825 357,000 354,500 5,697,740

Remit Infinity 174,000 1,994,100 574,793 1,806,816 595,435 414,500 202,225 5,761,869

Infinity ABB Solution 64,174 363,145 109,698 286,402 141,915 60,000 86,489 1,111,823

Infinity DNA Bank Solution - - - - - - - -

Infinity e-Recruitment Solution 33,650 250,711 100,710 267,509 119,944 89,616 67,408 929,548

LIMS Software - - - - - - - -

Infinity SMS Banking Solution 45,472 346,045 147,158 314,000 157,784 100,000 80,816 1,191,275

592,750 6,295,850 1,948,600 5,532,000 1,752,825 1,112,000 923,175 18,157,200

Infinity Reconcilition Solution 182,220 1,173,698 399,902 1,179,063 457,930 363,000 209,010 3,964,823

Infinity ERP. Solution 575,418 5,861,680 1,715,447 5,528,772 2,186,600 1,480,847 928,885 18,277,649

Infinity ATM Solution 31,500 255,030 85,328 281,914 121,410 80,000 64,366 919,548

Total 1,890,024 18,473,259 5,635,891 16,858,796 6,179,668 4,056,963 2,916,874 56,011,475

Schedule - B


Name of

Software

W.D.V

30.06.2017

Type of

version

** Capitalization of development expenses for Intangible Assets for the year ended June 30, 2017 has been considered on the basis of the certification made by

Rahman Mostafa Alam & Co, Chartered Accountnts. Dated : October 10, 2017 . Certificate is attached herewith.

Infinity 365 (An Enterprice

Green Core Banking Solution)

Name of Software

Software Development Cost (Addition during this year)

Amortization

Software Development cost during the year is as follows:

Closing

balance

30.06.17

Closing

balance

30.06.17

Opening

balance

01.07.16

Rate of

Amortization %

Addition

during the

year

Addition

during the

year

Opening

balance

01.07.16

Software Development Cost

179

INFINITY TECHNOLOGY INTERNATIONAL LTD. NOTES TO THE FINANCIAL STATEMENTS For The year ended June 30, 2017

1.00 Corporate history of the reporting entity:

INFINITY TECHNOLOGY INTERNATIONAL LTD. was incorporated in Bangladesh on December 02, 1993 under the companies Act, 1913 vide registration no. C – 25068(902) 1993 as a private company limited by shares, it commenced commercial operation in 1994. It was converted into a public limited company from private limited company as at February 25, 2013. The registered office of the company was located at BCIC Bhaban(16th Floor), 30-31, Dilkusha C/A, Dhaka-1000. The register office of the company has moved to BDBL Bhaban (6th Floor - East), 12 Kawran Bazar C/A, Dhaka-1215, Bangladesh on 11th June, 2017.

2.00 Nature of corporate business :

The company operates a Hi-tech industry with assembling and manufacturing, repair and maintenance facilities, consultancy and learning centers (Training Institute), warranty and a service network facilities and marketing operations.

2.01 Copyrights

IINFINITY TECHNOLOGY INTERNATIONAL LTD has got the copyright for the following software/service from the copyright office of Government of the people republic of Bangladesh. Date Registration No. Name of copyright 06/03/2016 14483-COPR Infinity Reconciliation Solution 06/03/2016 14484-COPR Infinity SMS Banking 06/03/2016 14485-COPR Infinity ABB Solution 06/03/2016 14486-COPR Remit Infinity 06/03/2016 14487-COPR Infinity 365 06/03/2016 14488-COPR Infinity DNA Bank 06/03/2016 14489-COPR Infinity ATM Solution 06/03/2016 14490-COPR Infinity E-Recruitment Solution 06/03/2016 14491-COPR Infinity Banking Solution 05/04/2016 14523-COPR Bangladesh Bank Reporting Software

2.02

The company operates to initiate and set up a computer industry which is a Hi-tech industry with assembling manufacturing patent, software and data entry manufacturing, key board manufacturing, repair and maintenance facilities, consultancy learning centers (Training Institute), warranty and a service network facilities, and marketing operations. Effective help from renowned foreign experts shall be made available.

3.00 Corporate financial statements and reporting:

This comprises Statement of financial position, statement of profit or loss and other comprehensive income, statement of changes in equity, statement of cash flows, explanatory notes covering accounting policies, and comparative information in respect of the preceding period. This is prepared under the historical cost convention and in accordance with the requirements of the Companies Act 1994, the International Accounting Standards (IASs) as International Financial Reporting Standards (IFRS) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB).

180

The Board of Directors is responsible for preparing and presenting the financial statements including adequate disclosures, which approved and authorized for issue of the financial statements.

4.00 Basis of preparation

4.01 Statement of compliance The financial statements of the company have been prepared in accordance with Bangladesh Accounting

Standards (BASs)/Bangladesh Financial Reporting Standards (BFRSs), The Companies Act 1994 and other applicable laws and regulations.

BAS-01 Presentation of financial statements BAS-02 Inventories BAS-07 Statements of cash flows BAS-08 Accounting policies, changes in accounting estimates & errors. BAS-10 Events after the reporting period BAS-12 Income taxes BAS-16 Property, plant and equipment BAS-18 Revenue BAS-21 The effects of changes in foreign exchange rate BAS-23 Borrowing costs BAS-24 Related party disclosures BAS-33 Earnings per share BAS-37 Provisions, contingent liabilities and contingent assets. BAS-38 Intangible assets.

4.02 Other regulatory compliances

The Company comply with the following major legal provisions in addition to the Companies Act 1994 and other applicable laws and regulations:

The Income Tax Ordinance 1984 The Income Tax Rules 1984 The Value added Tax Act 1991 The Value added Tax Rules 1991 The Securities and Exchange Ordinance 1969

The Securities and Exchange Rules 1987

4.03 Date of authorization

The Board of Directors authorized the financial statements for issue on October 10, 2017

4.04 Basis of measurement

The financial statements have been prepared on going concern basis under historical cost conventions of generally accepted accounting principles.

4.05 Functional and presentational currency

These financial statements are presented in Bangladeshi Taka (TK.) currency, which is the company’s functional currency. The figures of financial statements have been rounded off to the nearest integer.

181

4.06 Accrual basis of accounting

These financial statements have been prepared under the accrual basis of accounting. 4.07 Use of estimates & judgment

The preparation of these financial statements is in conformity with BASs/BFRSs which require management to make judgments, estimates and assumptions that affect the application of accounting policies and the 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 and used for accounting of certain terms such as provision for expenses, depreciation and amortization and tax reserve. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future periods affected thereby.

4.08 Reporting Period

The reporting period of the company covers one year from 01 July 2016 to June 30, 2017.

4.09 Components of the financial statements

i) Statements of financial position ii) Statement of profit or loss and other comprehensive income iii) Statement of changes in equity iv) Statement of cash flows v) Accounting policies and explanatory notes. vi) Comparative information in respect of the preceding period

5.00 Significant accounting policies

The accounting policies set out below have been applied consistently (otherwise as stated) to all year presented in these financial statements.

5.01 Property, plant and equipment

5.01.01 Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation. Cost includes expenditure that is directly attributable to the acquisition of asset.

5.01.02 Subsequent cost

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognized in the Statement of profit or loss and other comprehensive income.

5.01.03 Depreciation

All items of property, plant and equipment have been depreciated on reducing balance method. Depreciation has been charged on the opening amount of fixed assets for one year & current year’s addition is charged on day basis as & when the assets are ready for operation. Depreciation is charged at the rates varying from 10% to 25% depending on the estimated useful lives of assets.

182

Depreciation of an assets ceases at the earlier of the date that the asset is classified as held for sale in accordance with IFRS 5 and the date that the assets is derecognised. Therefore, depreciation does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognised in the Statement of profit or loss and other comprehensive income.

Rates of depreciation on various classes of fixed assets are as under : Computer & Accessories 20% Motor Vehicle 20% Electric Installation 20% Office decoration 10% Server 25% Furniture & fixture 10% Office equipment 10% Electrical Equipment 10%

5.02 Intangible Asset (i) Recognition and measurement Intangible assets are measured at cost less accumulated amortization and accumulated impairment loss, If any, Intangible asset is recognized when all the conditions for recognition as per BAS 38: Intangible Assets are met. The cost of the intangible assets comprises its purchase price, import duties and non-refundable taxes and any directly attributable cost of preparing the asset for its intended use. The company has different line of products and services. Among those software are own generated products. This software has developed over the years. Costs of this product include development and upgrading over the period of time. During the year the company has capitalized the costs of developing and upgrading the software. Valuation has been performed through an independent consultant for the software. (ii) Subsequent expenditure Subsequent expenditure is capitalized only when it is probable that the future economic benefits embodied within the part will flow to the company and its cost can be measured reliably. All other expenditures are recognized in the Statement of profit or loss and other comprehensive income when incurred. (iii) Amortization All Items of intangible assets have been amortization on reducing balance method. Amortization charge 5% on the opening balance of full year and current year addition is charged on day basis as and when the assets are ready for operation.

5.03 Inventories

Inventories are stated at lower of cost and net realizable value in compliance with the requirements of Para 21 and 25 of BAS-2 (Inventories).

5.04 Work in progress

Work in progress comprise with intangible assets which has been charged in accounts when work has been done to the respective head of intangible assets.

183

5.05 Trade and other receivables (Accounts receivables)

Trade and other receivables are initially recognized at cost which is the fair value of the consideration given in return. After initial recognition these are carried at cost less impairment losses due to un collect ability of any amount so recognized.

5.06 VAT receivables VAT receivables comprise with VAT on sales. Revenue is included with 4.5% VAT now have been properly

accounted for VAT receivables. 5.07 Advances, deposits and prepayment Advances are initially measured at cost. After initial recognition advances are carried at cost less deduction,

adjustment or charges to other account heads such as property, plant and equipment, inventory or expenses. Deposits are measured at payment value. Prepayments are initially measure at cost. After initial recognition prepayments are carried at cost less charges

to Statement of profit or loss and other comprehensive income. 5.08 Cash & cash equivalents Cash & cash equivalents includes cash in hand, cash at banks which are held and available for use by the

company without any restriction. 5.09 Others receivable Others receivable consist of accrued interest of FDR receivable during the period. 5.10 Share capital Share capital is fully paid up by the shareholders. Details have been mention in note-15. 5.11 Retained earnings Retained earnings represent available distributable profit to the shareholders after making all necessary

adjustment in the financial statement. 5.12 Provision A provision is recognized in the Financial position when the company has a legal or constructive obligation as

a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

5.13 Foreign currency transaction Foreign currency transactions are translated at rates ruling on the dates advices were received. Monetary

assets and liabilities denominated in foreign currencies at reporting date are reconverted at rates ruling at the balance sheet date. All exchange differences are charged / credited to Statement of Comprehensive Income by being absorbed in the respective head of income or expenditure.

5.14 Revenue recognition Goods sold Revenue from the sale of goods and services is measured at the fair value of the consideration received or

receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when the significant risks and reward of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is continued management involved with the goods, and the amount of revenue can be measured reliably.

5.15 Finance cost Finance expenses comprise interest expense on bank loan, and other borrowings. All borrowing costs are

recognized in the Statement of profit or loss and other comprehensive income using effective interest method. 5.16 Finance income Finance income comprises interest income on bank deposit amounts as well as Fixed deposit receipt. 5.12 Statement of cash flows

184

Statement of Cash Flows is prepared in accordance with BAS - 7 “Statement of cash flows". The statement shows the structure of changes in cash and cash equivalents during the financial year. Statement of cash flows has been prepared under direct method.

5.13 Statement of changes in equity Statement of changes in equity is prepared in accordance with BAS - 1 “Presentation of financial statements".

This statement reflects information about the increase or decrease in net assets or wealth. 5.14 5.15 5.16

Corporate Tax a) Tax exempted:

Provision for income tax has not been calculated for 2016 - 2017 for income from ITES service being income from Tax exempted from Tax up to June 30, 2024 as per Finance Act - 2015.

b) Current tax : Current Tax is the expected tax payable on the taxable income for the year, using tax rates applicable in Bangladesh. Income Tax is not charged on income from ITES service being income from ITES, Business is fully exempted from Tax.

c) Deferred Tax: Deferred tax is not charged for the company as it is ITES nature of business. ITES nature of business is tax exempted up to June 30, 2024 as per Finance Act - 2015. Employee benefits (i) Workers’ profit participation fund (WPPF)

The Company has created funds for workers’ as Workers’ Profit Participation Fund (WPPF) and 5% of the profit before charging such expense have been transferred to this fund. Revenue According to BAS 18 “Revenue”, Revenue from rendering services is measured at fair value of the consideration received or revenue, net off return and allowance, trade discount, volume rebates exclusive of VAT. Revenues are recognized in the statement of profit or loss and other comprehensive income against confirmed work order firm contract.

5.17 Earnings per share Earnings per share (EPS) are calculated in accordance with the BAS – 33 “Earning per share” which has been

shown on the face statement of profit or loss and other comprehensive income. And the computation of EPS is stated in Note - 28 & 29.

i) Basic earnings per share This represents earnings for the period attributable to ordinary shares. As there was no preference dividend,

minority or extra-ordinary items, the profit after tax for the year has been considered as fully attributable to the ordinary shareholders.

ii) Diluted Earnings Per Share

This represents earnings for the period attributable to the ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares.

5.18 Risk management The Company has exposures to the following risks from its use of financial instruments

Credit risk Liquidity risk Market risk Capital risk management Operational 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 group.

5.18.1 Credit risk

185

Credit risk is the risk of financial loss to the Company if a buyer 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 major sales are made to provide banking software in the local bank. All sales are fully secured by deed or agreement through bank.

5.18.2 Liquidity risk

Liquidity risk is the risk that the company will be unable 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. In general, management 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.

5.18.3 Market risk Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the

Company's income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing return.

5.18.4 Capital risk management The Company's objective when managing capital are to safeguard the Company's ability to continue as a going

concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Board seeks to maintain a balance between the higher returns that might be possible with optimum levels of borrowings and the advantages and security afforded by a sound capital position. The Board also monitors dividend trend to ordinary shareholders.

5.18.5 Operational risk Operation of the business is mostly automated and involves minimal manual input. The overall process adheres to

highest international standards. The business is run by experienced and professional personnel. The officers of the Company are properly trained. The operation of the business is well constructed and has adequate fire control measures

5.19 Comparative information : Comparative information have been disclosed in respect of the year 2016 for all numerical information in the

financial statements and also the narrative and descriptive information when it is relevant for understanding for the current year financial statements.

5.20 Events after the reporting period In compliance with the requirements of BAS 10: Events after reporting period, post balance sheet events that

provide additional information about the Company's position at the balance sheet date are reflected in the financial statements and events after reporting period date that are not adjusting events are disclosed in the notes when material.

186

2016-2017 2015-2016

Amount(Tk.) Amount(Tk.)

6.00 Property , plant & equipment : Tk. 18,188,302

A. Cost

Opening balance 29,458,316 26,780,316

Addition during the period 5,987,255 2,678,000

Disposal during the period (1,843,297) -

Total Cost 33,602,274 29,458,316

B. Accumulated depreciation

Opening balance 14,101,424 11,672,393

Depreciation during the year 2,861,991 2,429,032

Adjustment due to disposal of assets (1,549,443) -

Total accumulated depreciation 15,413,972 14,101,424

Written down value (WDV) 18,188,302 15,356,892

Details of fixed assets and depreciation are shown in the (Schedule - A)

7.00 Intangible assets : Tk. 355,442,513

A. Cost

Opening balance 360,231,728 323,725,985

Addition during the year 56,011,475 36,505,743

Total cost 416,243,203 360,231,728

B. Accumulated amortization

Opening balance 43,618,397 27,845,347

Amortization during the year 17,182,293 15,773,050

Total accumulated amortization 60,800,690 43,618,397

Written down value (WDV) 355,442,513 316,613,331

Details of Intangible assets and amortization are shown in the (Schedule - B)

8.00 Inventories: Tk. 0



Add : Addition during the year - -

114,200 114,200

Less: Adjustment made during the year 114,200 -

Closing balance as on June 30, 2017 - 114,200.20

9.00 Work-in-progress: Tk. 10,164,730


Opening balance 6,147,265 -

Add : Addition during the year 10,164,730 6,147,265

16,311,995 6,147,265

Less : Transfer to intangible assets (Infinity ERP Solution) 6,147,265 -

Closing balance as on June 30, 2017 10,164,730 6,147,265


Infinity HR Management Solution 9.01 10,164,730 6,147,265

10,164,730 6,147,265

187

9.01 Infinity HR Management Solution: Tk. 10,164,730


Type of Development Cost

Infinity HR

Management

Solution

Infinity ERP

Solution

Preparation of SRS 337,040 359,000

Software Designing 1,053,592 744,400

Programming 3,061,000 1,552,775

Report Development 3,302,360 1,643,750

Testing 1,209,294 853,000

Debugging 681,480 320,500

Integration 519,964 673,840

10,164,730 6,147,265

10.00 Accounts receivables: Tk.96,412,330


Opening balance Note:-10.01 90,547,982 70,080,281


177,828,644 173,850,451

Less: Adjustment made during the year (81,416,314) (83,302,469)


Note :- 10.01 Reason for Restatement :

77,099,977

2012-13 (3,802,273)

2013-14 (2,071,720)

2014-15 (1,145,703)

70,080,281


Opening

balance Addition Adjustment

Balance as on

June 30, 2017

Balance as on

June 30,2016

Agrani Bank Ltd. 9,469,040 22,769,836 16,872,653 15,366,223 9,469,040

Agrani Bank Ltd. (Remmittance) 1,057,023 1,816,135 2,555,590 317,568 1,057,023

Agrani SME Financing Company Ltd. 223,468 1,174,650 1,003,050 395,068 223,468

Anser VDP Unnayan Bank 2,005,500 7,045,694 2,687,472 6,363,722 2,005,500

Bangladesh Development Bank Ltd. 19,132,253 - 280,152 18,852,101 19,132,253

Bangladesh Krishi Bank 12,852,605 978,423 920,767 12,910,261 12,852,605

Bangladesh Navy - 2,046,088 - 2,046,088 -

Bangladesh Police Kollayan Trust - 696,273 637,290 58,983 -

Bangladesh Public Service Commission 1,430,590 - - 1,430,590 1,430,590

First Securities Islamic Bank Ltd. - 1,408,625 728,888 679,737 -

The Farmers Bank Ltd. - 573,000 - 573,000 -

Northen Hatcheries Ltd. - 3,692,221 3,692,221 0 -

AKR Technology - 2,387,500 - 2,387,500 -

Orange BD Ltd. - 3,151,500 - 3,151,500 -

Opening balance as on 01 July 2015 (Audited)

In pursuance of BAS-8 retrospective effect is required to be given to Accounts receivable at 01 July 2015 for fair

presentation of opening balance of Accounts receivable due to error in revenue not consider of VAT regards on sales

following years .

Note:- Development cost includeds salary of operator & programmer. They are full time employee of Infinity Technology

International Ltd.

Adjustment of VAT not deducted on sales regards on revenue as well as accounts receivable


Name of the parties

188

EXIM Bank (Remmittance) - 859,500 386,500 473,000 -

Janata Bank Ltd. 1,202,270 276,950 1,358,000 121,220 1,202,270

Jaj Bhuiyan Group - 2,387,500 - 2,387,500 -

Mercantile Bank Ltd. (Remittance) 1,340,373 725,800 1,394,859 671,314 1,340,373

Modhumoti Bank Ltd. 175,350 143,250 133,250 185,350 175,350

Premier Bank Ltd. (Remittance) - 859,500 - 859,500 -

Rajshahi Krishi Unnayan Bank 18,361,579 6,918,975 5,816,737 19,463,817 18,361,579

Rupali Bank Ltd. 10,844,856 18,275,358 27,575,545 1,544,669 10,844,856

Rupali Bank Ltd. (Remmittance) 1,431,881 3,010,484 3,451,372 990,993 1,431,881

One Source Solutions 2,196,500 - 2,196,500

2,292,000 - 2,292,000

Sonali Bank Ltd. 10,962,793 927,687 11,242,607 647,873 10,962,793

Standard Bank Ltd. (Remmittance) 58,401 46,462 58,610 46,253 58,401

Uttara Bank Ltd. ( Remmittance ) - 620,750 620,750 - -

Total 90,547,982 87,280,662 81,416,314 96,412,330 90,547,982

Aging schedule of accounts receivable:

Particulars 1-3 Months 4-6 Monthsabove 6

MonthsTotal

Accounts receivables 77,129,864 15,425,973 3,856,493 96,412,330

Total 77,129,864 15,425,973 3,856,493 96,412,330

i) Debt considered good in respect of which the company is fully secured

iii) Account receivable considered doubtful or bad

iv) Accounts receivable due by directors or others officers of the company

v) Accounts receivable due by common management

v) Reserve for doubtful debts

11.00 VAT receivables: Tk.18,998,946


Opening balance (Note :-11.01) 15,552,624 13,032,142

Restated opening balance on 01.07.2015 15,552,624 13,032,142


19,665,325 17,921,836

Less :Adjustment during the year (666,379) (2,369,212)

Closing balance as on 30.06.2017 18,998,946 15,552,624


Information about accounts receivable as per requirement under schedule xi, Part 1, Para 4 of the company

Act, 1994.

There is no accounts receivable in this respect as on June 30, 2017.

There is no such accounts receivable in this respect as on June 30, 2017.

There is no such reserve created in this respect as on June 30, 2017.

In pursuance of BAS-8 retrospective effect is required to be given to VAT receivables aas on 01 July 2015 for fair

presentation of opening balance of VAT receivables due to error not consider of VAT regards on sales following years.

Accounts receivables accrued in the ordinary course of business are considered good and secured against confirmed

agreement.

The company did not make any provision for doubtful debts as on June 30, 2017, because of the fact that service are

being based on agreement.

Debtors have been stated at their nominal value. Debtors are accrued in the ordinary course of business.

There is no accounts receivable in this respect as on June 30, 2017.

Resource Planning & Management

Consultants (Pvt.) Ltd.

ii) Accounts receivable considered good for which the company hold no security other than the personal

security

189

-

2012-13 4,856,233

2013-14 5,332,263

2014-15 5,779,505

(2,935,859)

13,032,142

12.00 Advance, deposits & pre-payments: Tk. 57,470,714


Opening balance 34,910,563 12,853,600


59,229,346 36,039,758

Less: Adjustment made during the year 1,758,632 1,129,194



Advance against office rent 12.01 314,048 490,328

Security deposit against bill 12.02 492,550 357,063

Security deposit for telephone 12.03 45,450 45,450

Advance income tax ( AIT ) 12.04 9,971,667 9,970,723

Advance against business devlopment 12.05 1,647,000 2,047,000

Advance against land purchase 12.06 45,000,000 22,000,000

57,470,714 34,910,564

All the above advances, deposits and prepayments are considered as good and secured by the company management.

12.01 Security deposit against office rent: Tk.314,048



Add : Addition during the year 114,048 -

604,376 490,328

Less: Adjustment made during the year 290,328 -

Closing balance as on June 30, 2017 314,048 490,328


BDBL Bhaban, (6th Floor - east) 114,048 290,328

DOHS ( Mirpur ) 200,000 200,000

314,048 490,328

12.02 Security deposit against bill: Tk.492,550



Add : Addition during the year 544,500 477,413

901,563 1,136,340

Less: Adjustment made during the year 409,013 779,277


Opening balance 01 July 2015

Adjustment of VAT not deducted on sales regards on revenue

Adjusted opening balance (2015-16)

Deposits through treasury chalan for the year of 2014-15

190

The details are as follows:

Opening


Balance as on

June 30, 2017

Balance as on

June 30,2016

29,013 - 14,013 15,000 29,013

- 100,000 100,000 - -

14,650 - - 14,650 14,650

35,000 - 35,000 - 35,000

24,500 - - 24,500 24,500

100,000 50,000 - 150,000 100,000

WASA - 22,000 - 22,000 -

National Bank - 90,000 - 90,000 -

24,000 22,500 - 46,500 24,000

129,900 260,000 260,000 129,900 129,900

357,063 544,500 409,013 492,550 357,063

12.03 Security deposit for telephone: Tk.45,450



Add : Addition during the year - -

45,450 45,450

Less: Adjustment made during the year - -



Telephone deposit 45,450 45,450

45,450 45,450

12.04 Advance income tax ( AIT ): Tk. 9,971,667


Opening balance 9,970,723 10,193,895

Add : Addition during the year 12.04.01 60,235 126,745

10,030,958 10,320,640

Less: Adjustment made during the year 59,291 349,917


12.04.01 Addition during the period

Tax on interest income 10,324 30,287

Tax on FDR interest 49,911 96,458

60,235 126,745

12.05 Advance against business development.: Tk. 1,647,000



2,647,000 2,047,000

Less: Adjustment made during the year 1,000,000 -



Opening


Balance as on

June 30, 2017

Balance as on

June 30,2016

1,047,000 600,000 - 1,647,000 1,047,000

1,000,000 - 1,000,000 - 1,000,000

2,047,000 600,000 1,000,000 1,647,000 2,047,000 Total

Bangladesh Krishi Bank

Total

Mr. Hemayet Uddin Ahmed

Mr. Ariful Islam

Name of Clients

Bangladesh Police Headquarter

Rajshahi Krishi Unnayan Bank

Probashi Kollayan Bank

NAVY

Ansar VDP Unnayan Bank

Agrani Bank Ltd.

Rupali Bank Ltd.

Name of the Parties

191

12.06 Advance against land purchase: Tk. 45,000,000

Opening balance 22,000,000 -


45,000,000 22,000,000




Anirban Housing Project 45,000,000 22,000,000

45,000,000 22,000,000

Summary of agreement:

Block No. Plot No. Area (Kathas)







13.00 Cash & cash equivalents: Tk.11,170,691


Cash in hand 461,571 273,880

Cash at bank 13.01 4,058,734 95,389

Earnest money 13.02 818,000 168,400

FDR 13.03 5,832,387 6,902,721

Total 11,170,691 7,440,390

13.01 Cash at bank: Tk. 4,058,734


Agrani Bank Ltd. STDPrincipal Br,

Dhaka 7,621 8,665



Al-Arafah Islami Bank Ltd. CD Motijheel Corp. 2,553 27,412

Al-Arafah Islami Bank Ltd. CD Purana paltan 9,425 -

Al-Arafah Islami Bank Ltd. CD Purana paltan 2,549,262 -

Dutch-Bangla Bank Ltd. STD Pallabi 9,989 12,095

Dutch-Bangla Bank Ltd. CD Pallabi 10,388 11,102

Janata Bank Ltd. CD WASA Corp. 5,277 6,427

Modhumoti Bank Ltd. CD Motijheel 93,808 -

Modhumoti Bank Ltd. SND Motijheel 666,504 -

Rajshahi Krishi

Unnayan Bank Ltd.CD

Local Principal

Office9,425 -

Rupali Bank Ltd. CD Local Office 401 15,444

Sonali Bank Ltd. CD Mirpur 18,444 2,059

Sonali Bank Ltd. CD Local Office 4,749 5,899

Total 4,058,734 95,389

211.120.1516

20-00-45823

211.110.10533

Balance as on

June 30,2016 Type of A/C Branch Name

200004894712

10000499

00210-200-52474

1431220000036

500000075

Balance as on

June 30, 2017

1431020000247

200006149

Account NumberName of the Bank

1) The company will purchase 6 (six) plots of 10 kathas each totaling 60 kathas in the project named "Anirban

Dhaleswary City" located at Mouja / P.O: Balurchar, P/S: Shirajdikhan, Dist: Monshigong from Anirban Housing (Pvt.)

Ltd.

2) Price: Price is fixed at Tk. 20,00,000(Tk.Twenty Lac) per Katha; the value of the agreement is thus

Tk.12,00,00,000(Tk.Twelve Core) for total 60 (Sixty) Kathas of Land.

20-00-81436

0021-220-005621

1510-200-18697

1188545

33143491

3) Description of Land:

192

13.02 Earnest money: Tk. 818,000


Banngladesh Krishi Bank 5,000 5,000

Banngladesh Krishi Bank - -

Banngladesh Police C.I.D - -

Al-Arafa Islami Bank Ltd 100,000 -

Khulna Shipyard 75,000 -

BD jute Research Institute 55,000 -

RAB Afis 18,000 -

E-Action 250,000 -

BSMRMU General Fund 10,000 -

Dhaka City Corporation 75,000 -

DLRS 150,000 -

BD Bureau of Statistics 42,000 -

Dhaka Cant. 38,000 38,000

Khulna City Corporation - 77,400

SSF - 48,000

Total 818,000 168,400

13.03 FDR : Tk. 5,832,387


Al-Arafah Islami Bank Ltd.MTD-3month Motijheel 1,541,223 1,461,921

Al-Arafah Islami Bank Ltd.MTD-3month Motijheel 1,314,493 -

Al-Arafah Islami Bank Ltd.MTD-3month Motijheel corp. 1,166,855 1,111,170

Standard Bank Ltd. MTD-3month Topkhana road 1,589,231 1,502,806

Al-Arafah Islami Bank Ltd.MTD-3month Motijheel - 1,366,824

Al-Arafah Islami Bank Ltd.MTD-3month Motijheel 220,585 210,000

Total 5,832,387 5,652,721

Note :- 13.03.01 Reason for Restatement :

Audited balance (2015-2016) 5,652,721

FDR (A/c no. 0021310155087) 1,250,000

Restated balance 6,902,721

14.00 Others receivable: Tk. 31,553

Accrued interest on FDR 31,553 117,524

31,553 117,524

In pursuance of BAS-8 retrospective effect is required to be given to FDR at 30 June 2016 for fair presentation of opening

balance of FDR due to not disclose FDR No. 0021310155087 which was actually opened during the period of June 30,

2016 .

Balance as on

June 30, 2017

Branch nameType of A/C Account Number

0021310130844

0021310155087

Balance as on

June 30,2016

Balance as on

June 30,2016

Balance as on

June 30, 2017 Name of the Bank

0021310153434

0021310156347

0151310103769

Name of the Institution

0139533/331/14

193


Al-Arafah Islami Bank Ltd. 6,334 6,667

Al-Arafah Islami Bank Ltd. - 91,790

Al-Arafah Islami Bank Ltd. 9,531 5,283

Al-Arafah Islami Bank Ltd. - 6,387

Al-Arafah Islami Bank Ltd. 363 311

Standard Bank Ltd. 10,041 7,087

Al-Arafah Islami Bank Ltd. - -

Al-Arafah Islami Bank Ltd. - -

Al-Arafah Islami Bank Ltd. 5,283 -

Total 31,552 117,524

15.00 Share capital: Tk.300,000,000

Authorized share capital: Tk. 1,000,000,000 1,000,000,000 1,000,000,000

(100,000,000 Ordinary Shares of Tk. 10 each)

Issued, subscribed & paid up capital: Tk. 300,000,000

Divided into 30,000,000 ordinary shares of Taka 10 each. 300,000,000 200,000,000

300,000,000 200,000,000

The details of shareholding positions are as follows:

Mr. A.S.M. Jamaluddin 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. K.M. Rahmatullah 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. A.S.M. Ashrafuddin 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. K.M. Obaidullah 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. A.S.M. Kamaluddin 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. K.M. Ahsanullah 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. A.S.M. Shihabuddin 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. K.M. Barkatullah 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. A.S.M. Shahabuddin 1,460,000 10 4.9% 14,600,000 14,600,000

Mr. K.M. Hamidullah 1,460,000 10 4.9% 14,600,000 14,600,000

Ferdous Sharmina Osman 2,070,000 10 6.9% 20,700,000 20,700,000

Abeda Parveen 2,070,000 10 6.9% 20,700,000 20,700,000

Gazi Munibur Rahman 360,000 10 1.2% 3,600,000 3,600,000

Ruby Ahmed 180,000 10 0.6% 1,800,000 1,800,000

Saima Ahmed 180,000 10 0.6% 1,800,000 1,800,000

Asif Ahmed 180,000 10 0.6% 1,800,000 1,800,000

Nasiha Ahmed 180,000 10 0.6% 1,800,000 1,800,000

Hemayet Uddin Ahmed 54,000 10 0.2% 540,000 540,000

Mahbub Anam 36,000 10 0.1% 360,000 360,000

Salahuddin M Abdullah 36,000 10 0.1% 360,000 360,000

Tripti Rani Ghose 54,000 10 0.2% 540,000 540,000

ABACI Investments Limited (MDA) 1,200,000 10 4.0% 12,000,000 -

BMSL Investments Limited 800,000 10 2.7% 8,000,000 -

Md. Mazharul Islam Chowdhury 50,000 10 0.2% 500,000 -

Prilink Securities Ltd. 100,000 10 0.3% 1,000,000 -

Farida Banu 200,000 10 0.7% 2,000,000 -

Dr. Md. Abu Syed Tito 300,000 10 1.0% 3,000,000 -

Dr. Md. Zahirul Islam 100,000 10 0.3% 1,000,000 -

Md. Gias Uddin 50,000 10 0.2% 500,000 -

BD Finance Capital Holdings Limited 500,000 10 1.7% 5,000,000 -

Md. Habibur Rahman 250,000 10 0.8% 2,500,000 -

A.N.M Yeahea 500,000 10 1.7% 5,000,000 -

Haseeb Ahmed 250,000 10 0.8% 2,500,000 -

Azmat Niaz 250,000 10 0.8% 2,500,000 -

Bangladesh Ship Breaking Ltd. 500,000 10 1.7% 5,000,000 -

Al-Haj Abdul Malek Mollah 250,000 10 0.8% 2,500,000 -

Shegufta Rahman Prima 250,000 10 0.8% 2,500,000 -

Rukhna Rahman Tasha 250,000 10 0.8% 2,500,000 -

Mr. Salim Rahman 500,000 10 1.7% 5,000,000 -

Abdus Samad 1,000,000 10 3.3% 10,000,000 -

Mr. Proshanta Kumar Halder 1,000,000 10 3.3% 10,000,000 -

Dr. Shafinaz Islam 300,000 10 1.0% 3,000,000 -

Md. Mamunur Rashid 100,000 10 0.3% 1,000,000 -

IIDFC Securities Limited 100,000 10 0.3% 1,000,000 -

Parkway Holdings Ltd. 100,000 10 0.3% 1,000,000 -

Md. Mustafa 150,000 10 0.5% 1,500,000 -

Nusrat Hafiz 50,000 10 0.2% 500,000 -

Dr.Mohammad Shariful Islam 50,000 10 0.2% 500,000 -

Dr.A.K.M.Masud 50,000 10 0.2% 500,000 -

Dr.Md.Mostofa Akbar 20,000 10 0.1% 200,000 -

Md. Shah Alam Mirdha 20,000 10 0.1% 200,000 -

Aninda Iqbal 20,000 10 0.1% 200,000 -

Kazi Amira Hossain 50,000 10 0.2% 500,000 -

Md. Shahidullah (Shyamol) 280,000 10 0.9% 2,800,000 -

Subir Mohajan 20,000 10 0.1% 200,000 -

Soumen Saha 55,000 10 0.2% 550,000 -

Md. Abdul Halim 25,000 10 0.1% 250,000 -

Mohammad Tanvirul Islam 310,000 10 1.0% 3,100,000 -

30,000,000 100% 300,000,000 200,000,000

Value Per

Share (Tk.)

Motijheel corp. 0151330220253

Motijheel corp. 0021310129077

Motijheel corp.

Motijheel

Motijheel corp.

Topkhana road

0021310130844

Motijheel

0021310156347

0151310103769

(The share of the company is denominated from Tk.1,000 to Tk. 10 per share as

on 25th February 2013.)

0151310103769

0139533/331/14

Branch Name

0021310153434

Balance as on

June 30,2016

% of Total

Shareholdi

ngs

Motijheel

0021330631281Motijheel corp.

Name of the Bank

No. of shares Balance as on

June 30,2016 Name of Shareholders

Balance as on

June 30, 2017

Balance as on

June 30, 2017

Account Number

194

2016-2017 2015-2016

16.00 Retained earnings: Tk. 227,011,325 Amount(Tk.) Amount(Tk.)


Opening balance (Note-16.01) 195,564,822 138,346,138

Less: Prior year adjustment (91,790) -

Add: Net profit after tax during the year 31,538,294 57,218,684

227,011,325 195,564,822

Less: Dividend - -


Note : 16.01 Reason for Restatement :

145,365,834

2012-13 (3,802,273)

2013-14 (2,071,720)

2014-15 (1,145,703)

138,346,138

17.00 Long-term loan :Tk. 0


Opening balance 63,704,113 71,604,934

Add : Addition during the year 860,990 2,400,000

64,565,103 74,004,934

Less: Adjustment made during the year 64,565,103 10,300,821

Closing balance as on June 30, 2017 - 63,704,113


Agrani Bank Ltd. - 63,704,113

- 63,704,113

18.00 Accounts payable & others liability : Tk. 36,496,746

Accounts payable 18.01 17,497,800 10,892,408

Others liability (VAT) 18.02 18,998,946 15,552,624


18.01 Accounts payable : Tk. 17,497,800

Opening

Balance Addition Adjustment

Balance as on

June 30, 2017

Balance as on

June 30,2016

6,838,300 - 2,800,000 4,038,300 5,588,300

491,000 - - 491,000 491,000

3,466,177 1,469,300 1,399,477 3,536,000 3,466,177

- 1,317,000 1,317,000 - -

- 3,025,000 2,900,000 125,000 -

ERA Soft Ltd. - 9,307,500 - 9,307,500 -

96,931 - 96,931 - 96,931

10,892,408 15,118,800 8,513,408 17,497,800 9,642,408

Note :- 18.01.01 Reason for Restatement :

Audited balance (2015-2016) 9,642,408

Mistakenly adjusted with FDR 1,250,000

Restated balance 10,892,408

18.02 Others liability (VAT) : Tk. 18,998,946

Opening balance (Note:-18.02.01) 15,552,624 13,032,142


19,665,325 17,921,836

Less: Adjustment during the year (666,379) (2,369,212)


Opening balance 01 July 2015 (Audited)

Intimacy Computer & Solution

Flora Ltd.

Total

E-Galaxy Digital Systen Ltd. (Note:-

18.01.01)

In pursuance of BAS-8 retrospective effect is required to be given on retained earning as on 01 July 2015 for fair

presentation of opening balance of retained earning due to error not consider of VAT regards on sales following years.

Note: As per declaration from Agrani Bank Limited reference No. Loan/Project/223/2017 on dated 01/03/2017,the

company has no liability with the bank.

Adjustment of VAT not deducted on sales regards on gross revenue


Name of Suppliers

Power Pac Electricity

General Automation Ltd.

In pursuance of BAS-8 retrospective effect is required to be given to Accounts payable (E-Galaxy Digital Systen Ltd) at

30 June 2016 for fair presentation of opening balance of Accounts payable due to mistakenly adjusted with FDR.


195

Note:- 18.02.01 Reason for Restatement :

-

2012-13 4,856,233

2013-14 5,332,263

2014-15 5,779,505

(2,935,859)

13,032,142

19.00 Provision for Expenses : Tk.2,090,085


Accounts payable 320,416 1,845,406


19,199,389 5,251,114

Less : Adjustment during the year 17,109,304 4,930,698

2,090,085 320,416

Closing balance as on 30.06.2017

The break up as follows:

Opening


Balance as at

June 30, 2017

Balance as at

June 30,2016

172,500 172,500 172,500 172,500 172,500

18,000 261,000 246,000 33,000 18,000

- 900,000 450,000 450,000 -

37,364 339,108 343,486 32,986 37,364

- 16,600 16,600 - -

83,280 1,959,360 2,042,640 - 83,280

- 8,862,350 8,088,050 774,300 -

- 6,227,400 5,614,850 612,550 -

7,148 121,538 113,938 14,748 7,148

2,124 19,116 21,240 - 2,124

Total 320,416 18,878,972 17,109,304 2,090,084 320,416

20.00 Provision for workers profit participation fund (WPPF) : Tk.1,586,715


Opening balance as on July 1, 2016 - -

Add : Addition during the year 1,586,715 -

1,586,715 -


Closing balance as on June 30, 2017 1,586,715 -

21.00 Provision for income tax : Tk.694,908

Accounts payable 766,387 940,937


962,399 1,208,429

Less : Adjustment during the year 267,492 442,042


Note: Allocation for Workers' Profit Participation Fund (WPPF) has been made @ 5% of Net Profit before charging such

expenses as per provisions of the Lobour Act. 2006 (Ammended in 2013).

Electricity bill

Gas bill

Salary & allowance

Opening balance on 01 July 2015

Adjustment of VAT payable not created on sales VAT regards on gross revenue

WASA bill

Head of Expenses

Audit fee with VAT

Internet Expense

Director's remuneration

Deposits through treasury chalan for the year of 2014-15

Adjusted opening balance (2015-16)

Software Development

Telephone Bill

Office rent

In pursuance of BAS-8 retrospective effect is required to be given to Others liability at 01 July 2015 for fair presentation

of opening balance of Others liability due to implication of VAT on Sales .

196

2016-2017 2015-2016


22.00 Net revenue: Tk. 87,280,662

Gross revenue Annx-A 91,393,363 108,659,864

Less: Value Added Tax (VAT) on sales (4,112,701) (4,889,694)

Closing balance (Note:-22.01) 87,280,662 103,770,170

Annexure - A

June 30' 2017 June 30,2016


Gross Sales:

IBS with Module: 37,451,328 71,619,200

IBS Interface 1,360,000

IBS Maintenance 35,771,328

IBS sales 320,000

ABB with Module: 2,294,400 7,748,400

ABB Maintenance 2,294,400

ATM with Module: 966,000 2,356,500

ATM Maintenance 966,000

Remit Infinity: 10,137,703 8,508,779

Remit Infinity Maintenance, ABL, Canada -

Remit Infinity Maintenance, FBL 100,000

Remit Infinity Maintenance, UBL 270,000

Remit Infinity Maintenance, MBL, UK-London 300,000

Remit Infinity Maintenance ABL, Canada 300,000

Remit Infinity ABL, Malaysia 1,581,436

Remit Infinity ABL, Canada 20,276

Remit Infinity EXIM, Canada 300,000

Remit Infinity EXIM, UK 300,000

Remit Infinity SBL, UK 48,652

Remit Infinity RBL, Local 3,152,339

Remit Infinity SSL Certificate 160,000

Remit Infinity Upgradation 450,000

Remit Infinity Installation with Licence 2,375,000

Remit Infinity with Database-Housing Service 780,000

Infinity Reconciliation 5,500,000

Reconcilition SW Upgration 4,000,000 -

Reconciliation Maintenance 1,500,000 925,000

ERP Software 19,771,115 -

Infinity 365 (CBS - Core Banking Solution) 4,472,775 -

SME Maintenance 1,080,000 747,000

Other Sales 9,720,042

Central Archiving 3,136,000

Central Archiving with Libray maintenance 1,568,000

e-Recruitment Application Software 1,158,760 2,646,085

Data Entry 305,000 9,500,000

Job on Call 130,700 1,206,900

CIB Report Generation Software 550,000

Libray Management Software 300,000

850,000

Training Management Software 500,000

Trouble Shooting Maintenance 192,500

500,000

Capital Raising System (ICRS) 300,000

SMS Notification 229,082 4,000

Web Based & Android Application - - 1,498,000

In-House Data Mgt Software - - 1,900,000

Total sales 91,393,363 108,659,864

Less:Sales Return - -

Gross Sales 91,393,363 108,659,864

Type of sales

Ship Building Information & Pragress Monitoring

Machinery & Information Maintenance Software

197


Audited amount (2015-2016) 108,659,864

Less : VAT on sales (4,889,694)

Restated closing balance (2015-2016) 103,770,170

2016-2017 2015-2016

23.00 Cost of sales: Tk. 26,205,504 Amount(Tk.) Amount(Tk.)

Opening stock 114,200 114,200

Hardware & equipment 94,800 94,800

Spare parts 19,400 19,400

Add: Purchase during the year - -

Hardware purchase - -

Kesparsky antivirus purchase - -

Less: Closing stock - 114,200

Hardware & equipment - 94,800


Software consumed 114,200 -

Add: Direct expenses 23.01 26,091,304 23,416,703

Cost of software sold 26,205,504 23,416,703

23.01 Direct expenses: Tk. 26,091,304


Amortization Sch. B 17,182,293 15,773,050

Bad debt expense 24.01 - 684,158

Cybernet bill 216,000 216,000

Data entry expense 2,145,700 848,500

Depreciation charges Sch. A 2,146,493 1,821,774

Office rent (Mirpur) 960,000 960,000

Project expenses 2,986,250 2,725,618

Utilities (Mirpur) 454,568 387,603

Total 26,091,304 23,416,703


24.00 Office & administrative expenses: Tk. 27,189,328


Advertisement expense 16,200 21,100

Audit Fee with VAT 32.00 172,500 345,000

Bonus 1,245,500 1,498,500

Bank charges & commission 89,504 294,865

VAT expenses - 31,330

Bad debt expense 24.01 - 1,413,842

Directors' remuneration 33.00 5,400,000 5,400,000

Depreciation charges Sch. A 715,498 607,258

Utilities (BCIC) 48,394 86,774

Fair expenses - 25,000

Fuel & lubricant-generator 7,500 -

Fees, Forms, registration & Renewals 82,146 21,050

Legal expenses 28,500 40,000

Mobile bill 54,000 81,090

Office rent (BCIC) 999,360 999,360

Office entertainment 65,735 81,936

Postage and courier 3,375 19,726

Printing & stationery expenses 124,525 136,753

Miscellaneous expense 195,500 -

Repairs & maintenance 17,500 28,000

Salary & allowances 8,053,350 9,545,723

Software (Tally) expenses 15,000 15,000

Traveling & conveyance expenses 461,290 454,147

Software customization 9,307,500 -

Training & development 41,500 40,000

Tender expenses 44,950 45,100

Total 27,189,328 21,231,554

In pursuance of BAS-8 retrospective effect is required to be given to revenue as at 30 June 2016 for fair presentation of revenue

due to error not consider of VAT regards on sales in prior years .

Note:- Data entry expenses & Project expenses are include certain portion of operator & programmer's salary . They are full time

employee of Infinity Technology International Ltd.

In pursuance of BAS-8 retrospective effect is required to be given to direct expenses amounting Tk. 3,384,640 as it has been

restated as VAT receivables.

198

24.01 Bad debts expense: Tk. 0

Agrani Bank Limited - 2,098,000

- 2,098,000

2017 2016

Direct expense 32.61% 32.61% - 684,158

Administrative expense 67.39% 67.39% - 1,413,842

- 2,098,000

25.00 Other income: Tk. 296,183

Interest on FDR 25.01 424,414 730,685

Interest on Bank A/c 135,623 33,577

Loss on disposal 25.02 (263,854) -

Total 296,183 764,262

25.01 Interest on FDR: Tk. 424,414

Interest received during the year 392,862 326,272

Interest receivable 31,552 404,413

Total 424,414 730,685

25.02 Loss on disposal of motor vehicle : Tk. 263,854

Cost of Motor vehicle 1,843,297 -

Less: Accumulated depreciation (1,549,443) -

Written down value at date of disposal 293,854 -

Disposal proceeds 30,000 -

Loss on disposal 263,854 -

26.00 Financial expenses: Tk. 860,990

Interest on Bank Loan 860,990 2,400,000

Total 860,990 2,400,000

27.00 Income tax expenses: Tk. 196,013

Provision for Income Tax 196,013 267,492

196,013 267,492

28.00 Earnings per share (EPS) (Weighted Average): Tk. 1.30

Calculation of earning per share (EPS) is as under:

June 30' 2017 June 30,2016


Net profit after tax (A) 31,538,294 57,218,684

Weighted Average no. Of Ordinary Shares 28.01 24,240,000 20,000,000

EPS for the Year (A / B) (prior year EPS restated) 1.30 2.86

28.01 Weighted average No of ordinary shares: 24,240,000

20,000,000

Addition (07/12/2016) 1,000,000

Addition (17/01/2017) 7,400,000

Addition (16/04/2017) 1,600,000

29.00 Earnings per share (EPS) (fully diluted ): Tk. 1.05

Calculation of earning per share (EPS) (Fully diluted ) is as under :

June 30' 2017 June 30,2016


Net profit after tax (A) 31,538,294 57,218,684

Number of ordinary shares (B) 30,000,000 20,000,000

EPS for the period (A / B) (prior year EPS restated) 1.05 2.86

333,151

Total

Particulars

DateNo. of

Shares

Particulars

Shares

365/365

3,345,205

June 30' 2017

Note:- Bad debt expenses of Agrani Bank Limited proportionately allocation on the basis 32 .61 : 67.39 to Direct expense and

administrative expense respectively.

20,000,000

561,644

Fraction of period

24,240,000

Balance as on 1 July,2016

205/365

165/365

76/365

199

30.00 Net asset value per share: Tk. 17.57

Total property & assets 567,879,779 486,800,771

Less: Non-current liabilities - 63,704,113

Current liabilities 40,868,454 27,531,835

Net asset value (A) 527,011,325 395,564,823

Number of outstanding ordinary shares (B) 30,000,000 20,000,000

Net asset value (NAV) per share 17.57 19.78

31.00 Net operating cash flow per share: Tk. 1.12

Cash flow from operating activities as per statement of cash flows. 33,450,610 25,787,277

Number of ordinary share at balance sheet date 30,000,000 20,000,000

Net operating cash flow per share 1.12 1.29

32.00 Amount paid to auditor: Tk.172,500

Actual VAT June 30' 2017 June 30,2016


150,000 22,500 172,500 345,000

Total 172,500 345,000

33.00 Disclosure of Directors' remuneration under Para 4 of Schedule XI PART II of the Companies Act 1994 : Tk.5,400,000

House Rent June 30, 2017 June 30, 2016

50% Amount (Tk.) Amount(Tk.)

Mr. A.S.M. Jamaluddin 46,500 23,250 3,000 2,250 75,000 900,000 900,000

Mr. K.M. Rahmatullah 46,500 23,250 3,000 2,250 75,000 900,000 900,000

Mr. A.S.M. Ashrafuddin 46,500 23,250 3,000 2,250 75,000 900,000 900,000

Mr. K.M. Obaidullah 46,500 23,250 3,000 2,250 75,000 900,000 900,000

Mr. A.S.M. Kamaluddin 46,500 23,250 3,000 2,250 75,000 900,000 900,000

Mr. K.M. Ahsanullah 46,500 23,250 3,000 2,250 75,000 900,000 900,000

Grand Total 279,000 139,500 18,000 13,500 - 5,400,000 5,400,000

Basic (Remuneration) 3,348,000 3,348,000

Allowance (Remuneration) 2,052,000 2,052,000

Total 5,400,000 5,400,000

34.00 Discloser under Para 4 of Schedule XI Para II of the Companies Act 1994:

35.00 Related party disclosure under BAS - 24

List of related parties with whom transaction have taken place as identified and certified by management .

Relationship

with

company

No. of

monthAs per month

Year ended

June 30' 2017

Chairman 12 75,000 900,000 Managing

Director12 75,000 900,000

Director 12 75,000 900,000

Director 12 75,000 900,000

Director 12 75,000 900,000

Director 12 75,000 900,000

5,400,000

Name of the Firm

Details

Director's Name Basic

Remunaration

Remunaration

Note: 42 Staff who works for administrative purpose for the Company and another 26 Staff who works for developing software for

the Company as well as about 400 non permanent staffs work data entry expert , software development and consultant for the

Company.

June 30, 2016

Medi. Allo.

Total

Tk. (Per

Month)

Total

Masih Muhith Haque & Co. Audit fee with VAT

As per Bangladesh accounting standard (BAS-24) the parties are considered to related if one of the parties has the ability to

control the other party or exercise significant influence over the other party in making financial and operating decisions. The

company does not carried out any transection with its related parties.

Trans. Allo.

Mr. K.M. Ahsanullah

June 30, 2017

Remunaration

Remunaration

Tk. 28,500 * 12 *6 person

Remunaration


Particulars

Tk. 46,500 * 12 * 6 person


There are 42 employees workings for the company. All of these employees are getting above Tk. 3,000 per Month.


Mr. K.M. Obaidullah


Particulars


Name of party

Remunaration

200

36.00 Contingent liabilities

33.00 Event after reporting period

34.00 General

i. Figures are rounded of to the nearest amount of taka

ii.

iii. These note form an integral part of the annexed financial statement and accordingly are to be read in conjunction there with

There is no significant event that qualify for reporting between the end of financial year closing date and financial statement issue

date other than normal business activities.

Previous year’s figures have been rearranged, wherever considers necessary, to confirm to current year’s presentation without

causing any impact on the operating results for the year and the value assets and liabilities at the end of the year as shown in

There was no facts figures for which the company has contingent liabillty to any party as on June 30, 2017.

201

(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding company;

Not applicable for Infinity Technology International limited since the company has no subsidiary.

202

(c) Selected ratios as specified in Annexure-D;

HY ended Year ended Year ended Year ended Year ended Year ended


* To calculate the Inventory Turnover Ratio, cost of materials consumed has been considered as cost of goods sold.

Dhaka

Date: March 31, 2018

3.02 0.44

Sd/-

(Masih Muhith Haque & Co.)Chartered Accountants

(ii) Net Operating Cash Flow per

Share/EPS

Net Operating Cash Flow per

Share/EPS1.75 0.84 0.45 0.96

V. Cash Flow:

(i) Net Operating Cash Flow per

Share

Net Operating Cash Flow/ Number

of Ordinary Shares Outstanding0.68 1.09 1.28 3.77 10.51 1.52

27.22 27.21

(iv) Debt to Equity Ratio Total Debt/Total Equity - - 0.16 0.23 0.34 0.87

(i i i) Times Interest Earned Ratio EBIT/Finance Costs - 37.86 23.78 30.80

0.45

(i i) Debt Service Coverage RatioNet Operating Profit / Total Debt

Service- - 0.93 1.06 0.83 0.42

0.71 0.64

IV. Coverage Ratios:

(i) Debt to Total Assets Ratio Total Debt/Total Assets - - 0.13 0.17 0.23

(vii i) EBITDA Margin EBITDA/Net Sales 0.69 0.60 0.73 0.74

0.30 0.43

(vii) Basic Earnings Per Share (EPS)

Net Profit after Tax/Weighted

Average Number of Ordinary

Shares Outstanding

0.39 1.30 2.83 3.95 3.48 3.49

(vi) Return on Equity RatioNet Profit after Tax/Average Total

Shareholders Equity0.02 0.07 0.16 0.26

0.55 0.61

(v) Return on Assets RatioNet Profit after Tax/Average Total

Assets0.02 0.06 0.12 0.18 0.18 0.19

(iv) Net Income Ratio (After Tax) Net Profit after Tax/Net Sales 0.36 0.36 0.52 0.58

0.60 0.63

(i i i) Net Income Ratio (Before Tax) Net Profit before Tax/Net Sales 0.36 0.36 0.53 0.58 0.56 0.61

(i i) Operating Income Ratio Operating Profit/Net Sales 0.37 0.39 0.57 0.62

III. Profitability Ratios:

(i) Gross Margin Ratio Gross Profit/Net Sales 0.65 0.70 0.77 0.80 0.80 0.85

2.40 10.11

(i i i) Asset Turnover Ratio Net Sales/Average Total Assets 0.06 0.17 0.23 0.32 0.32 0.32

(i i) Inventory Turnover Ratio*Cost of Goods Sold /

Average Inventory- 2.00 - 1.10

II. Operating Ratios:

(i) Accounts Receivable Turnover

Ratio

Credit Sales/

Average Accounts Receivables0.28 0.79 1.10 1.72 1.62 1.64

1.17

(i i) Quick Ratio(Current Assets-

Inventories)/Current Liabilities3.60 3.66 4.02 2.85 2.40 1.16

I. Liquidity Ratios:

(i) Current Ratio Current Assets/Current Liabilities 3.60 3.66 4.02 2.85 2.40

Auditor's certificate regarding calculation of EPS and Ratios

Auditor's Certificate on Calculation of Various Accounting Ratios for the period from July 1, 2017 to December 31, 2017 and for the years ended June 30 of 2017, 2016, 2015,

2014 and 2013

We have examined the following accounting ratios of Infinity Technology International Ltd. for the period from July 1, 2017 to December 31, 2017 and for the years ended June

30 of 2017, 2016, 2015, 2014 and 2013 as submited to us by its management. The preparation of these ratios is the responsibil ity of the Company's management. Our

responsibil ity is to review them and certify as to whether they have been properly prepared using acceptable principles on the basis of audited financial statements for the

period from July 1, 2017 to December 31, 2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013.

Based on our review, we hereby certify that the Company has properly prepared the following ratios:

Particulars Formula

203

Ratio Analysis- CalculationsHY ended Year ended Year ended Year ended Year ended Year ended


184,118,012 184,084,234 148,683,282 111,314,291 81,467,048 99,588,757

51,091,810 50,323,801 36,987,182 39,074,061 33,949,641 85,393,279

184,118,012 184,084,234 148,569,082 111,200,091 81,372,248 99,467,107

51,091,810 50,323,801 36,987,182 39,074,061 33,949,641 85,393,279

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

116,735,546 110,755,941 94,606,515 71,177,215 69,738,683 62,657,835

- 114,200 - 114,900 259,850 2,362,405

- 57,100 114,200 104,500 108,225 233,725

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

574,057,571 527,340,275 454,551,811 389,248,390 350,895,724 324,120,174

20,986,449 61,075,158 80,353,467 98,514,548 89,991,027 87,666,488

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

12,024,340 33,885,830 59,121,913 76,242,299 67,651,311 64,970,002

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

11,666,490 31,734,307 54,661,320 71,528,833 62,916,783 62,903,894

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

574,057,571 527,340,275 454,551,811 389,248,390 350,895,724 324,120,174

11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

523,349,765 451,832,727 348,866,666 276,080,461 209,220,653 146,514,899

11,587,574 31,538,294 54,393,828 71,086,791 62,632,824 62,778,684

30,000,000 24,240,000 19,238,356 18,000,000 18,000,000 18,000,000

22,293,080 52,639,581 75,263,402 91,294,486 80,730,391 66,401,343

32,515,380 87,280,662 103,770,170 122,653,938 113,162,474 103,060,060

- - 63,704,113 71,604,934 81,707,221 154,821,889

580,235,362 567,879,779 486,800,770 422,302,852 356,193,927 345,597,520

12,024,340 33,885,830 59,121,913 76,242,299 67,651,311 64,970,002

- - 63,704,113 71,604,934 81,707,221 154,821,889

11,666,490 32,595,297 57,061,320 73,928,833 65,316,783 65,303,894

- 860,990 2,400,000 2,400,000 2,400,000 2,400,000

- - 63,704,113 71,604,934 81,707,221 154,821,889

529,143,552 517,555,978 386,109,475 311,623,857 240,537,065 177,904,241

20,293,018 32,632,609 25,618,877 67,928,000 105,092,844 15,213,258

30,000,000 30,000,000 20,000,000 18,000,000 10,000,000 10,000,000

0.68 1.09 1.28 3.77 10.51 1.52

0.39 1.30 2.83 3.95 3.48 3.49

* To calculate the Inventory Turnover Ratio, cost of materials consumed has been considered as cost of goods sold.

3.02 0.44 (i i) Net Operating Cash Flow per

Share/EPS

Net Operating Cash Flow per

Share/EPS1.75 0.84 0.45 0.96

V. Cash Flow:

(i) Net Operating Cash Flow per ShareNet Operating Cash Flow/

Number of Ordinary Shares 0.68 1.09 1.28 3.77 10.51 1.52

27.22 27.21

(iv) Debt to Equity Ratio Total Debt/Total Equity - - 0.16 0.23 0.34 0.87

(i i i) Times Interest Earned Ratio EBIT/Finance Costs - 37.86 23.78 30.80

0.45

(i i) Debt Service Coverage RatioNet Operating Profit / Total Debt

Service- - 0.93 1.06 0.83 0.42

0.71 0.64

IV. Coverage Ratios:

(i) Debt to Total Assets Ratio Total Debt/Total Assets - - 0.13 0.17 0.23

(vii i) EBITDA Margin EBITDA/Net Sales 0.69 0.60 0.73 0.74

0.30 0.43

(vii) Basic Earnings Per Share (EPS)

Net Profit after Tax/Weighted

Average Number of Ordinary

Shares Outstanding

0.39 1.30 2.83 3.95 3.48 3.49

(vi) Return on Equity RatioNet Profit after Tax/Average

Total Shareholders Equity0.02 0.07 0.16 0.26

0.55 0.61

(v) Return on Assets RatioNet Profit after Tax/Average

Total Assets0.02 0.06 0.12 0.18 0.18 0.19

(iv) Net Income Ratio (After Tax) Net Profit after Tax/Net Sales 0.36 0.36 0.52 0.58

0.60 0.63

(i i i) Net Income Ratio (Before Tax) Net Profit before Tax/Net Sales 0.36 0.36 0.53 0.58 0.56 0.61

(i i) Operating Income Ratio Operating Profit/Net Sales 0.37 0.39 0.57 0.62

III. Profitability Ratios:

(i) Gross Margin Ratio Gross Profit/Net Sales 0.65 0.70 0.77 0.80 0.80 0.85

2.40 10.11

(i i i) Asset Turnover Ratio Net Sales/Average Total Assets 0.06 0.17 0.23 0.32 0.32 0.32

(i i) Inventory Turnover Ratio*Cost of Goods Sold /

Average Inventory- 2.00 - 1.10

II. Operating Ratios:

(i) Accounts Receivable Turnover RatioCredit Sales/

Average Accounts Receivables0.28 0.79 1.10 1.72 1.62 1.64

1.17

(i i) Quick Ratio(Current Assets-

Inventories)/Current Liabilities3.60 3.66 4.02 2.85 2.40 1.16

Calculation Calculation

I. Liquidity Ratios:

(i) Current RatioCurrent Assets/Current

Liabilities3.60 3.66 4.02 2.85 2.40

Particulars Formula Calculation Calculation Calculation Calculation

204

Ratio Analysis

Half-year ended 31 Dec 2017

Year ended 30 Jun 2017





ITIL Industry Average






Liq

uid

ity

Current Ratio 3.60 3.34 3.66 2.11 4.02 2.40 2.85 3.19 2.40 3.11 1.17 2.93

Quick Ratio 3.60 2.53 3.66 1.61 4.02 1.83 2.85 2.50 2.40 2.67 1.16 2.59

Op

era

tin

g

Pe

rfo

rman

ce Inventory Turnover Ratio (Times) - 1.45 2.00 2.20 - 4.92 1.10 5.37 2.40 6.35 10.11 7.06

Accounts Receivable Turnover Ratio (Times) 0.28 7.20 0.79 6.48 1.10 5.53 1.72 7.78 1.62 11.22 1.64 9.40

Assets Turnover Ratio (Times) 0.06 0.15 0.17 0.62 0.23 0.50 0.32 0.59 0.32 0.62 0.32 0.71

Pro

fita

bili

ty R

atio

s

Gross Profit Ratio 0.65 0.46 0.70 0.43 0.77 0.42 0.80 0.40 0.80 0.40 0.85 0.42

Operating Profit Ratio 0.37 0.24 0.39 0.20 0.57 0.19 0.62 0.17 0.60 0.16 0.63 0.18

Net Profit Ratio 0.36 0.22 0.36 0.16 0.52 0.17 0.58 0.16 0.55 0.14 0.61 0.16

Return on Total Asset (ROTA) 0.02 0.06 0.06 0.10 0.12 0.09 0.18 0.10 0.18 0.09 0.19 0.11

Return on Equity (ROE) 0.02 0.08 0.07 0.13 0.16 0.10 0.26 0.11 0.30 0.12 0.43 0.14

Earnings Per Share (EPS) 0.39 1.50 1.30 2.28 2.83 1.62 3.95 1.85 3.48 1.41 3.49 1.45

Earnings before interest, taxes, depreciation and amortization (EBITDA) Margin

0.69 0.27 0.60 0.27 0.73 0.22 0.74 0.20 0.71 0.19 0.64 0.20

Solv

en

cy R

atio

Debt to Total Assets Ratio -

0.05 - 0.12 0.13 0.20 0.17 0.13 0.23 0.19 0.45 0.22

Debt Equity Ratio -

0.06 - 0.29 0.16 0.23 0.23 0.12 0.34 0.26 0.87 0.28

Times Interest Earned Ratio -

22.77 37.86 18.60 23.78 22.71 30.80 32.63 27.22 43.45 27.21 15.23

Debt Service Coverage Ratio -

1.58 - 2.46 0.93 0.75 1.06 0.57 0.83 0.59 0.42 0.87

Cas

h F

low

Rat

io Net Operating Cash Flow per Share

(NOCFPS) 0.68 0.65 1.09 1.66 1.28 1.44 3.77 2.01 10.51 1.99 1.52 2.74

NOCFPS to EPS Ratio 1.75 0.65 0.84 0.88 0.45 0.88 0.96 0.85 3.02 1.32 0.44 1.71

205

INDUSTRY AVERAGE COMPARED WITH INFINITY TECHNOLOGY INTERNATIONAL LIMITED

Ratio Analysis

HY ended 31-Dec-17

Remarks/Explanation

ITIL INDUSTRY

AVG

(Audited) (Unaudited)

Liq

uid

ity

Current Ratio 3.60 3.34 ITIL's Current Ratio is higher than the industry average current ratio because of relatively lower current liabilities.

Quick Ratio 3.60 2.53 ITIL's Ratio is higher than the industry average ratio as quick assets are relatively higher.

Op

era

tin

g

Pe

rfo

rman

ce Inventory Turnover Ratio (Times) - 1.45 N/A

Accounts Receivable Turnover Ratio (Times)

28.00 7.20 ITIL's Ratio lower due to lengthy collection period.

Assets Turnover Ratio (Times) 0.06 0.15 ITIL's Ratio is better than the industry average ratio as ITIL generates sales with a relatively small amount of fixed assets.

Pro

fita

bili

ty R

atio

s

Gross Profit Ratio 0.65 0.46 ITIL's Ratio is better than the industry average ratio due to lower cost of service.

Operating Profit Ratio 0.37 0.24 ITIL's Ratio is better than the industry average ratio due to lower operating costs.

Net Profit Ratio 0.36 0.22 ITIL's Ratio is better than the industry average ratio due to higher net profit.

Return on Total Asset (ROTA) 0.02 0.06 ITIL's Ratio is lower than the industry average ratio due to higher asset base.

Return on Equity (ROE) 0.02 0.08 ITIL's Ratio is lower than the industry average ratio due to higher equity base.

Earnings Per Share (EPS) 0.39 1.50 ITIL's Ratio is lower than the industry average ratio due to higher number of shares.


0.69 0.27 ITIL's Ratio is higher than the industry average ratio due to higher profit.

Solv

en

cy R

atio

Debt to Total Assets Ratio - 0.05 ITIL does not have any debt burden.

Debt Equity Ratio - 0.06 ITIL does not have any debt burden.

Times Interest Earned Ratio - 22.77 ITIL does not have any debt burden.

Debt Service Coverage Ratio - 1.58 ITIL does not have any debt burden.

Cas

h F

low

Rat

io

Net Operating Cash Flow per Share (NOCFPS)

0.68 0.65 ITIL's Ratio is lower than the industry average ratio as net operating cash flow is relatively lower.

NOCFPS to EPS Ratio 1.75 0.65 ITIL's Ratio is higher than the industry average ratio as net operating cash flow is relatively higher.

206

Ratio Analysis

30-Jun-17

Remarks/Explanation

ITIL INDUSTRY

AVG

Liq

uid

ity



Op

era

tin

g P

erf

orm

ance

Inventory Turnover Ratio (Times) 2.00 2.20 ITIL's Ratio is lower than the industry average ratio due to lower cost of goods sold.




Pro

fita

bili

ty R

atio

s




Return on Total Asset (ROTA) 0.06 0.10 ITIL's Ratio is lower than the industry average ratio due to higher asset base.

Return on Equity (ROE) 0.07 0.13 ITIL's Ratio is lower than the industry average ratio due to higher equity base.

Earnings Per Share (EPS) 1.30 2.28 ITIL's Ratio is lower than the industry average ratio due to higher number of shares.



Solv

en

cy R

atio

Debt to Total Assets Ratio - 0.12 ITIL does not have any debt burden.

Debt Equity Ratio - 0.29 ITIL does not have any debt burden.

Times Interest Earned Ratio 37.86 18.60 ITIL's Ratio better than the industry average ratio as interest expense is lower.

Debt Service Coverage Ratio - 2.46 ITIL does not have any debt burden.

Cas

h F

low

Rat

io



NOCFPS to EPS Ratio 0.84 0.88 ITIL's Ratio is lower than the industry average ratio as net operating cash flow is relatively lower.

207

Ratio Analysis

30-Jun-16

Remarks/Explanation

ITIL INDUSTRY

AVG

Liq

uid

ity



Op

era

tin

g

Pe

rfo

rman

ce Inventory Turnover Ratio (Times) - 4.92 N/A




Pro

fita

bili

ty R

atio

s




Return on Total Asset (ROTA) 0.12 0.09 ITIL's Ratio is higher than the industry average ratio due to lower asset base.

Return on Equity (ROE) 0.16 0.10 ITIL's Ratio is higher than the industry average ratio due to lower equity base.

Earnings Per Share (EPS) 2.83 1.62 ITIL's Ratio is higher than the industry average ratio due to higher profit.



Solv

en

cy R

atio

Debt to Total Assets Ratio 0.13 0.20 ITIL's Ratio is lower than the industry average ratio as debt burden is lower.

Debt Equity Ratio 0.16 0.23 ITIL's Ratio is lower than the industry average ratio as debt burden is lower.


Debt Service Coverage Ratio 0.93 0.75 ITIL's Ratio is higher because of relatively lower debt.

Cas

h F

low

Rat

io




208

Ratio Analysis

30-Jun-15

Remarks/Explanation

ITIL INDUSTRY

AVG

Liq

uid

ity



Op

era

tin

g P

erf

orm

ance

Inventory Turnover Ratio (Times) 1.10 5.37 ITIL's Ratio is lower than the industry average ratio due to lower cost of goods sold.




Pro

fita

bili

ty R

atio

s









Solv

en

cy R

atio

Debt to Total Assets Ratio 0.17 0.13 ITIL's Ratio is higher than the industry average ratio as asset base was lower.

Debt Equity Ratio 0.23 0.12 ITIL's Ratio is higher than the industry average ratio as debt burden is higher.



Cas

h F

low

Rat

io


3.77 2.01 ITIL's Ratio is higher than the industry average ratio as net operating cash flow is relatively higher.


209

Ratio Analysis

30-Jun-14

Remarks/Explanation

ITIL INDUSTRY

AVG

Liq

uid

ity



Op

era

tin

g

Pe

rfo

rman

ce Inventory Turnover Ratio (Times) 2.40 6.35

ITIL's Ratio is lower than the industry average ratio due to lower cost of goods sold.




Pro

fita

bili

ty R

atio

s









Solv

en

cy R

atio





Cas

h F

low

Rat

io


10.51 1.99 ITIL's Ratio is higher than the industry average ratio as net operating cash flow is relatively higher.


210

Ratio Analysis

30-Jun-13

Remarks/Explanation

ITIL INDUSTRY

AVG

Liq

uid

ity

Current Ratio 1.17 2.93 ITIL's Current Ratio is lower than the industry average current ratio because of relatively higher current liabilities.

Quick Ratio 1.16 2.59 ITIL's Ratio is lower than the industry average ratio as quick assets are relatively lower.

Op

era

tin

g

Pe

rfo

rman

ce Inventory Turnover Ratio (Times) 10.11 7.06

ITIL's Ratio is higher because of relatively lower inventory level.




Pro

fita

bili

ty R

atio

s









Solv

en

cy R

atio




Debt Service Coverage Ratio 0.42 0.87 ITIL's Ratio is lower because of relatively higher debt.

Cas

h F

low

Rat

io




211

(d) Auditors report under Section 135(1), Paragraph 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 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;

INFINITY TECHNOLOGY INTERNATIONAL LTD. Auditors’ report Under Section-135 (1) and Para-24(1) of Part-II of Schedule-III of the Companies Act 1994

As at As at As at As at As at As at As at As at As at As at As at

Particulars 31-Dec-17 30-Jun-17 30-Jun-17 30-Jun-16 30-Jun-16 30-Jun-15 30-Jun-15 30-Jun-14 30-Jun-14 30-Jun-13 30-Jun-13

Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.)

As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported

Assets

Non-current assets 396,117,350 383,795,545 373,630,815 338,117,488 331,970,222 310,988,561 310,988,561 274,726,879 274,726,879 246,008,763 246,008,763

Property, plant and equipment 16,705,237 18,188,302 18,188,302 15,356,892 15,356,892 15,107,923 15,107,923 12,978,229 12,978,229 5,098,963 5,098,963

Intangible assets 364,800,512 355,442,513 355,442,513 316,613,331 316,613,330 295,880,638 295,880,638 261,748,650 261,748,650 240,909,800 240,909,800

Capital work in progress 14,611,601 10,164,730 - 6,147,265 - - - - - -

Current assets 184,118,012 184,084,234 194,248,964 148,683,282 146,552,674 111,314,291 105,301,845 81,467,048 77,152,545 99,588,757 98,534,797

Inventories - - - 114,200 114,200 114,200 114,200 94,800 94,800 121,650 121,650

Work in progress - - 10,164,730 - 6,147,265 - - - - - -

Trade and other receivables 118,059,816 115,411,276 96,412,330 106,100,606 99,072,732 83,112,423 77,099,977 59,242,006 54,927,503 80,235,360 79,181,400

Vat Receivables - - 18,998,946 - - - - -

Advances, deposits and prepayments 58,319,386 58,288,714 57,470,714 35,078,962 34,910,563 13,388,600 12,853,600 11,978,678 11,978,678 9,812,958 9,812,957

Accrued interest income 41,496 31,553 31,553 117,524 117,524 349,126 349,126 - - - -

Cash and cash equivalents 7,697,314 10,352,691 11,170,691 7,271,990 6,190,390 14,349,942 14,884,942 10,151,564 10,151,564 9,418,789 9,418,789

Total assets 580,235,362 567,879,779 567,879,779 486,800,770 478,522,896 422,302,852 416,290,406 356,193,927 351,879,424 345,597,520 344,543,560

Equity and Liabilities

Equity attributable to shareholders 529,143,552 517,555,978 527,011,325 386,109,475 404,089,572 311,623,857 325,365,834 240,537,065 249,556,897 177,904,241 181,706,514

Share capital 300,000,000 300,000,000 300,000,000 200,000,000 200,000,000 180,000,000 180,000,000 100,000,000 100,000,000 100,000,000 100,000,000

Retained earnings 229,143,552 217,555,978 227,011,325 186,109,475 204,089,572 131,623,857 145,365,834 140,537,065 149,556,897 77,904,241 81,706,514

Non-current liabilities - - - 63,704,113 63,704,113 71,604,934 71,604,934 81,707,221 81,707,221 82,300,000 82,300,000

Long-term loan - - - 63,704,113 63,704,113 71,604,934 71,604,934 81,707,221 81,707,221 82,300,000 82,300,000

Current liabilities 51,091,810 50,323,801 40,868,454 36,987,182 10,729,211 39,074,061 19,319,637 33,949,641 20,615,306 85,393,279 80,537,046

Loan from directors - - - - - - - - - 48,984,889 48,984,889

Loan from other parties - - - - - - - - - 23,537,000 23,537,000

Trade and other payables 36,555,331 36,496,746 36,496,746 26,445,032 9,642,408 29,565,437 16,533,294 28,861,607 18,673,111 11,126,403 6,270,171

Provision for expenses 2,636,164 2,090,085 2,090,085 320,416 320,416 1,845,406 1,845,406 1,443,300 1,443,300 1,530,050 1,530,050

Provision for workers’ profit participation and welfare fund 11,625,386 11,042,062 1,586,715 9,455,347 - 6,722,281 - 3,145,839 - - -

Provision for income tax 274,929 694,908 694,908 766,387 766,387 940,937 940,937 498,895 498,895 214,937 214,937

Total liabilities 51,091,810 50,323,801 40,868,454 100,691,295 74,433,324 110,678,995 90,924,571 115,656,862 102,322,527 167,693,279 162,837,046

Total equity and liabilities 580,235,362 567,879,779 567,879,779 486,800,770 478,522,896 422,302,852 416,290,406 356,193,927 351,879,424 345,597,520 344,543,560

Net asset value per share 17.64 17.25 17.57 19.31 20.20 17.31 18.08 24.05 24.96 17.79 18.17

We have examined the Financial Statements of Infinity Technology International Ltd for the period from July 1, 2017 to December 31, 2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013. In pursuance of Section-135 (1) and

Para-24 (1) of Part-II of Schedule-III of the Companies Act 1994, our report is as under:

A) i) Statements of Assets and Liabilities of the Company are as under:

212

Particulars 31-Dec-17 30-Jun-17 30-Jun-17 30-Jun-16 30-Jun-16 30-Jun-15 30-Jun-15 30-Jun-14 30-Jun-14 30-Jun-13 30-Jun-13


6 Months As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported

Revenue 32,515,380 87,280,662 87,280,662 103,770,170 108,659,864 122,653,938 128,433,443 113,162,474 118,494,737 103,060,060 107,916,293

Less: Cost of sales 11,528,931 26,205,504 26,205,504 23,416,703 26,832,672 24,139,390 29,226,750 23,171,447 26,615,547 15,393,572 16,447,532

Gross profit 20,986,449 61,075,158 61,075,158 80,353,467 81,827,192 98,514,548 99,206,693 89,991,027 91,879,190 87,666,488 91,468,761

Less: Office and administrative expenses 8,962,109 27,189,328 27,189,328 21,231,554 21,200,224 22,272,249 21,818,691 22,339,716 22,156,159 22,696,486 22,696,486

Profit from operations 12,024,340 33,885,830 33,885,830 59,121,913 60,626,968 76,242,299 77,388,002 67,651,311 69,723,031 64,970,002 68,772,275

Add: Other income 225,474 296,182 296,182 672,473 764,262 1,262,976 1,262,976 811,311 811,311 333,892 333,892

Profit/(loss) before finance costs 12,249,814 34,182,012 34,182,012 59,794,386 61,391,230 77,505,275 78,650,978 68,462,622 70,534,342 65,303,894 69,106,167

Less: Finance costs - 860,990 860,990 2,400,000 2,400,000 2,400,000 2,400,000 2,400,000 2,400,000 2,400,000 2,400,000

Profit/(loss) before contribution to WPPWF 12,249,814 33,321,022 33,321,022 57,394,386 58,991,230 75,105,275 76,250,978 66,062,622 68,134,342 62,903,894 66,706,167

Less: Contribution to workers' profit participation and

welfare fund583,324 1,586,715 1,586,715 2,733,066 - 3,576,442 - 3,145,839 - - -

Profit/(loss) before income tax 11,666,490 31,734,307 31,734,307 54,661,320 58,991,230 71,528,833 76,250,978 62,916,783 68,134,342 62,903,894 66,706,167

Less: Income tax expenses 78,916 196,013 196,013 267,492 267,492 442,042 442,042 283,959 283,959 125,210 125,210

Profit for the period/year 11,587,574 31,538,294 31,538,294 54,393,828 58,723,738 71,086,791 75,808,936 62,632,824 67,850,383 62,778,684 66,580,957

Profit attributable to:

Equity holders of the Company 11,587,574 31,538,294 31,538,294 54,393,828 58,723,738 71,086,791 75,808,936 62,632,824 67,850,383 62,778,684 66,580,957

Non-controlling interest - - - - - - - - - - -

Profit for the period/year 11,587,574 31,538,294 31,538,294 54,393,828 58,723,738 71,086,791 75,808,936 62,632,824 67,850,383 62,778,684 66,580,957

Basic Earnings Per Share (EPS) 0.39 1.30 1.30 2.83 3.05 3.95 4.21 3.48 3.77 3.49 3.70

B: Statements of operating results of the Company are as follows:

213

C: Statements of equity of the Company are as follows:

Amounts in Tk.

Half-year ended December 31, 2017

Share Retained Capital Earnings

Balance as on July 1, 2017 300,000,000 217,555,978 517,555,978

Profit for the period - 11,587,574 11,587,574

Balance as at December 31, 2017 300,000,000 229,143,552 529,143,552

Year ended June 30, 2017

Share Retained Retained Capital Earnings Earnings

Balance as on July 1, 2016 200,000,000 186,017,684 386,017,684 204,089,572 404,089,572

Issue of ordinary shares 100,000,000 - 100,000,000 100,000,000

Less: Prior year adjustment (91,790) (91,790)

Profit for the year - 31,538,294 31,538,294 31,538,294 31,538,294

Balance as at June 30, 2017 300,000,000 217,555,978 517,555,978 235,536,076 535,536,076


Share Retained Retained

Capital Earnings Earnings


Issue of ordinary shares 20,000,000 - 20,000,000 20,000,000







Stock dividend 80,000,000 (80,000,000) - (80,000,000) -






Balance as on June 30, 2013 100,000,000 77,904,241 177,904,241 81,706,515 181,706,515






Balance as on June 30, 2012 1,000,000 114,125,557 115,125,557 114,125,557 115,125,557

Stock dividend 99,000,000 (99,000,000) - (99,000,000) -



As Restated As Reported

Total

As Reported

Total

Particulars Total

Particulars Total Total

As Restated As Reported

As Reported

Total Total Particulars

Particulars

Particulars

Particulars

Total

As Restated

As Restated

Total

As Restated

As Reported

Total Total

214

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


6 Months As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported

A CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers 29,866,840 77,969,990 77,969,990 80,781,988 86,687,109 105,911,844 105,911,844 142,748,636 142,748,636 73,815,202 73,815,202

Cash receipts from other receivables - - 85,972 - 231,602 - - - - - -

Cash receipts from other income 215,531 676,009 590,037 995,864 764,262 1,262,976 1,262,976 811,311 811,311 333,892 333,892

Cash paid to suppliers, contractors and others (9,765,986) (44,884,908) 3,289,195 (53,316,933) (16,128,735) (36,846,820) (2,358,117) (36,067,103) (13,901,799) (56,535,836) (22,238,791)

Operating expenses paid - - (47,356,103) - (44,616,961) - (33,953,703) - (22,165,304) - (34,297,045)

Finance costs - (860,990) (860,990) (2,400,000) (2,400,000) (2,400,000) (2,400,000) (2,400,000) (2,400,000) (2,400,000) (2,400,000)

Income taxes paid (23,367) (267,492) (267,492) (442,042) - - - - - - -

Net cash generated by operating activities 20,293,018 32,632,609 33,450,609 25,618,877 24,537,277 67,928,000 68,463,000 105,092,844 105,092,844 15,213,258 15,213,258

B CASH FLOWS FROM INVESTING ACTIVITIES

Payments for acquisition of property, plant and equipment - (5,987,255) (5,987,255) (2,678,000) (2,678,000) (4,536,323) (4,536,323) (10,406,551) (10,406,551) (839,278) (839,278)

Payments for acquisition of intangible assets (18,501,524) (4,017,465) (4,017,465) (6,147,265) (6,147,265) - - - - - -

Payments for capital work-in-Progress (4,446,871) (56,011,475) (56,011,475) (36,505,743) (36,505,743) (49,091,012) (49,091,012) (20,838,850) (20,838,850) (196,850) (196,850)

Net cash used in investing activities (22,948,395) (66,016,195) (66,016,195) (45,331,008) (45,331,008) (53,627,335) (53,627,335) (31,245,401) (31,245,401) (1,036,128) (1,036,128)

C CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issue of ordinary shares - 100,000,000 100,000,000 20,000,000 20,000,000 - - - - - -

Repayment of long term loan - (63,704,113) (63,704,113) (7,900,821) (7,900,821) (10,102,287) (10,102,287) (592,779) (592,779) (100,000) (100,000)

Repayment of loan from others - - - - - - - (23,537,000) (23,537,000) (5,685,000) (5,685,000)

Repayment of loan from Directors - - - - - - - (48,984,889) (48,984,889) (1,545,058) (1,545,058)

Net cash generated by financing activities - 36,295,887 36,295,887 12,099,179 12,099,179 (10,102,287) (10,102,287) (73,114,668) (73,114,668) (7,330,058) (7,330,058)

(2,655,377) 2,912,301 3,730,301 (7,612,952) (8,694,552) 4,198,378 4,733,378 732,775 732,775 6,847,072 6,847,072

Cash and cash equivalents at the beginning of the period/year 10,352,691 7,440,390 7,440,390 14,884,942 14,884,942 10,151,564 10,151,564 9,418,789 9,418,789 2,571,717 2,571,717

Cash and cash equivalents at the end of the period/year 7,697,314 10,352,691 11,170,691 7,271,990 6,190,390 14,349,942 14,884,942 10,151,564 10,151,564 9,418,789 9,418,789


Cash in hand - 461,570 461,570 273,880 273,880 265,963 265,963 285,304 285,304 238,973 238,973

Cash at bank 568,789 4,058,734 4,058,734 95,389 95,389 3,671,671 3,671,671 1,582,646 1,582,646 2,930,488 2,930,488

Earnest money - - 818,000 - 168,400 - 535,000 - - - -

FDR 7,128,525 5,832,387 5,832,387 6,902,721 5,652,721 10,412,308 10,412,308 8,283,614 8,283,614 6,249,328 6,249,328

7,697,314 10,352,691 11,170,691 7,271,990 6,190,390 14,349,942 14,884,942 10,151,564 10,151,564 9,418,789 9,418,789

Net operating cash flow per share 0.68 1.09 1.12 1.28 1.23 3.77 3.80 10.51 10.51 1.52 1.52

Particulars

D: Statement of cash flows of the Company are as follow:

Net changes in cash and cash equivalents (A+B+C)

215

E. Dividend:

The Company has declared dividend as follows:

6 months

endedYear ended Year ended Year ended Year ended Year ended


Cash dividend Nil Nil Nil Nil Nil Nil

Stock dividend Nil Nil Nil 80,000,000 Nil 99,000,000

F.

G. The Company has no subsidiary company.



Certification on statement of Dividend of Infinity Technology International Ltd.

Infinity Technology International Ltd was incorporated in Bangladesh on December 02, 1993 under the

Companies Act,1913 (later repealed by the Companies Act, 1994) vide registration no. C – 25068(902) 1993

as a private company limited by shares. It was converted into a public limited company on February 25,

2013. The shares of the Company are denominated from Tk. 1,000 to Tk.10 per share on February 25, 2013.

Particulars

Sd/-

216

Restated% of Total

Assets

% of Total

Assets

As at 31 Dec

2017

As at 30 June

2017

As at 31 Dec

2017

As at 30 June

2017


ASSETSA. Non-current assets 396,117,350 383,795,545 68.27% 67.58%

Property, plant and equipment 16,705,237 18,188,302 2.88% 3.20%

Intangible assets 364,800,512 355,442,513 62.87% 62.59%

Capital work in progress 14,611,601 10,164,730 2.52% 1.79%

B. Current assets 184,118,012 184,084,234 31.73% 32.42%

Inventories - - 0.00% 0.00%

Trade and other receivables 118,059,816 115,411,276 20.35% 20.32%

Advances, deposits and prepayments 58,319,386 58,288,714 10.05% 10.26%

Accrued interest income 41,496 31,553 0.01% 0.01%

Cash and cash equivalents 7,697,314 10,352,691 1.33% 1.82%

Total assets (A+B) 580,235,362 567,879,779 100.00% 100.00%


C. Equity attributable to shareholders 529,143,552 517,555,978 91.19% 91.14%

Share capital 300,000,000 300,000,000 51.70% 52.83%

(Issued, subscribed, called up and paid up capital) 0.00% 0.00%

(30,000,000 ordinary shares of Tk. 10 each) 0.00% 0.00%

Retained earnings 229,143,552 217,555,978 39.49% 38.31%

D. Non-current liabilities - -

Long-term loan - -

E. Current liabilities 51,091,810 50,323,801 8.81% 8.86%

Trade and other payables 36,555,331 36,496,746 6.30% 6.43%

Provision for expenses 2,636,164 2,090,085 0.45% 0.37%

Provision for workers’ profit participation

and welfare fund11,625,386 11,042,062 2.00% 1.94%

Provision for income tax 274,929 694,908 0.05% 0.12%

F. Total liabilities (D+E) 51,091,810 50,323,801 8.81% 8.86%

Total equity and liabilities (C+F) 580,235,362 567,879,779 100.00% 100.00%

(e) Financial spread sheet analysis for the latest audited financial statements;


Financial Spread Sheet Analysis

Statement of Financial Position

Particulars

217

% of Sales % of Sales

1 Jul 2017 to 1 Jul 2016 to 1 Jul 2017 to 1 Jul 2016 to31 Dec 2017 30 June 2017 31 Dec 2017 30 June 2017Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.)

Revenue 32,515,380 87,280,662 100.00% 100.00%

Less: Cost of sales 11,528,931 26,205,504 35.46% 30.02%

Gross profit 20,986,449 61,075,158 64.54% 69.98%

Less: Office and administrative expenses 8,962,109 27,189,328 27.56% 31.15%

Profit from operations 12,024,340 33,885,830 36.98% 38.82%

Add: Other income 225,474 296,182 0.69% 0.34%

Profit/(loss) before finance costs 12,249,814 34,182,012 37.67% 39.16%

Less: Finance costs - 860,990 0.00% 0.99%

Profit/(loss) before contribution to WPPWF 12,249,814 33,321,022 37.67% 38.18%

Less: Contribution to workers' profit

participation and welfare fund583,324 1,586,715 1.79% 1.82%

Profit/(loss) before income tax 11,666,490 31,734,307 35.88% 36.36%

Less: Income tax expenses 78,916 196,013 0.24% 0.22%

Profit for the period/year 11,587,574 31,538,294 35.64% 36.13%


Statement of profit or loss and other comprehensive income

Financial Spread Sheet Analysis

Particulars

218

(f) Whether the information regarding 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 included;

Amount in Taka

Particulars 1 Jul 2017 to 31 Dec

2017 (6 months) 30 June 2017 30 June 2016

Profit for the period attributable to the ordinary shareholders 11,587,574 31,538,294 54,393,828

Weightage average number of shares outstanding 30,000,000 24,240,000 19,238,356

Earnings per Share (EPS)-Weighted average no. of Share basis 0.39 1.30 2.83

No diluted earnings per share is required to be calculated for the periods presented as the Company has no

dilutive potential ordinary shares.

(g) Whether the information regarding 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 included;

Amount in Taka

Particulars 1 Jul 2017 to 31 Dec

2017 (6 months) 30 June 2017 30 June 2016

Net Profit before Tax 11,666,490 31,734,307 54,661,320

Less: Non-Operating Income 225,474 296,182 672,473

Net Profit before Tax except Non-Operating Income 11,441,016 31,438,125 53,988,847

Less: Income Tax Expenses 78,916 196,013 267492

Net Profit after Tax except Non-Operating Income 11,362,100 31,242,112 53,721,355

Number of shares outstanding 30,000,000 24,240,000 19,238,356

Earnings per Share (EPS)-Weighted average no. of Share basis 0.38 1.29 2.79

(h) Quarterly or Half yearly EPS should not be annualized while calculating the EPS for the purpose

of presenting in the red-herring prospectus /prospectus/ information memorandum;

The Company did not annualize quarterly or half yearly EPS.

(i) Whether the prospectus includes Net asset value (with and without considering revaluation

surplus/reserve) per unit of the securities being offered at the date of the latest audited statement of

financial position;

a) Net Asset Value without Revaluation Reserve: As per audited financial statement as at 31 December, 2017

Particulars Note Amount in BDT

Share Capital as on December 31, 2017 A 300,000,000

Retained Earnings as on December 31, 2017 B 229,143,552

Total Shareholders’ Equity as on December 31, 2017 A+B=C 529,143,552

Number of share as on December 31, 2017 D 30,000,000

Net Assets Value (NAV) per share as on December 31, 2017 C/D 17.64

b) Net Asset Value with Revaluation Reserve:

Not applicable for Infinity Technology International limited.

(j) The Commission may require the issuer to re-audit the audited financial statements, if any

deficiency/anomaly is found in the financial statements. In such a case, cost of audit should be borne

by the concerned issuer.

219

(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;

Auditors’ certificate on statement of long term and short term borrowings including borrowings from

related party and connected persons with rate of interest and interest paid/accrued

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to December

31, 2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that the company has the

following borrowings.

Period Name of Parties Nature of

Relationship Nature

Rate of Interest

Interest charged

during the period/year

(In BDT)

Outstanding balance as at

the end of the period/year

(In BDT)

July 1, 2017 to December 31, 2017

- - - - - -


Agrani Bank Limited Lender

Long Term

3.00% 860,990 -


Agrani Bank Limited Lender 3.00% 2,400,000 63,704,113







A.S.M Jamaluddin Director

Short Term

- - 5,209,185

K.M Rahmatullah Director - - 9,439,677

A.S.M Ashrafuddin Director - - 18,998,339

A.S.M Kamaluddin Director - - 2,200,000

K.M Ahsanullah Director - - 2,200,000

K.M Obaidullah Director - - 2,137,688

A.S.M Shahabuddin Shareholder - - 2,200,000

A.S.M Shihabuddin Shareholder - - 2,200,000

K.M Barkatullah Shareholder - - 2,200,000

K.M Hamidullah Shareholder - - 2,200,000

Minhajuddin Ahmed Lender - - 5,415,000

Moinuddin Ahmed Lender - - 8,622,000

Shaidullah Lender - - 8,500,000

Shajahan Lender - - 1,000,000

This certificate is issued at the request of the management for the purpose of Initial Public Offering (IPO).

Sd/-

Place : Dhaka Masih Muhith Haque & Co. Date: March 31, 2018 Chartered Accountants

220

(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;

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to December 31, 2017 and

for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that we did not find any secured loan during the

aforementioned periods except the following long term loan.

Lender Outstanding balance as at the end of the period/year (In BDT)

Period Security

Agrani Bank

Limited

- As at December 31, 2017

All movable and immovable assets of the Company

- As at June 30, 2017

63,704,113 As at June 30, 2016

71,604,934 As at June 30, 2015

81,707,221 As at June 30, 2014

82,300,000 As at June 30, 2013

The aforesaid loan has been fully repaid as at December31, 2017.


Sd/-


Date: March 31, 2018 Chartered Accountants

(iii) Statement of unsecured loans with terms and conditions;

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to December 31, 2017 and

for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that we did not find any unsecured loan during the

aforementioned periods except the following short term loans.

Period Lender Rate of Interest

Outstanding balance as at the end of the period/year (In BDT)

As at December 31, 2017 - - -

As at June 30, 2017 - - -

As at June 30, 2016 - - -

As at June 30, 2015 - - -

As at June 30, 2014 - - -

As at June 30, 2013 A.S.M Jamaluddin - 5,209,185

K.M Rahmatullah - 9,439,677

A.S.M Ashrafuddin - 18,998,339

A.S.M Kamaluddin - 2,200,000

K.M Ahsanullah - 2,200,000

K.M Obaidullah - 2,137,688

A.S.M Shahabuddin - 2,200,000

A.S.M Shihabuddin - 2,200,000

K.M Barkatullah - 2,200,000

K.M Hamidullah - 2,200,000

Minhajuddin Ahmed - 5,415,000

Moinuddin Ahmed - 8,622,000

Shaidullah - 8,500,000

Shajahan - 1,000,000

All of the aforesaid loans have been fully repaid as at December 31, 2017. This certificate is issued at the request of the management for the purpose of Initial Public Offering (IPO).

Sd/-



221

(iv) Statement of inventories showing amount of raw material, packing material, stock-in-process and

finished goods, consumable items, store and spares parts, inventory of trading goods etc.;

After due verification, we certify that the statement of inventories showing amount of store and spares parts of Infinity Technology International Ltd for the following periods are:

Amounts in BDT

Items As at

December 31, 2017

As at June 30, 2017

As at June 30, 2016

As at June 30, 2015

As at June 30,

2014

As at June 30, 2013

Store and spares parts - - 114,200 114,200 94,800 121,650

Total - - 114,200 114,200 94,800 121,650


Sd/-



222

(v) Statement of trade receivables showing receivable from related party and connected persons;

Certification on statement of trade receivables showing receivable from related party and connected persons of Infinity Technology International Ltd.

We have reviewed the statement of trade receivables showing receivables from related parties and connected persons of Infinity Technology International Ltd for the period

from July 1, 2017 to December 31, 2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013 and hereby confirm that the following information have been

correctly extracted from those audited financial statements.

Name of Party

Amounts in BDT

As at As at As at As at As at As at As at As at As at As at As at

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

As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported

General 118,059,816 115,411,276 96,412,330 106,100,606 99,072,732 83,112,423 77,099,977 59,242,006 54,927,503 80,235,360 79,181,400

From Related Party

- - - - - - - - - - -

From Connected Person

- - - - - - - - - - -

Grand Total 118,059,816 115,411,276 96,412,330 106,100,606 99,072,732 83,112,423 77,099,977 59,242,006 54,927,503 80,235,360 79,181,400


Sd/-


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(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;

Auditors’ certificate on statement of any loan given by the issuer including loans to related party

or connected person with rate of interest and interest realized/accrued.

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to

December 31, 2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that the

company did not give any loan to related party or connected persons.


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(vii) Statement of other income showing interest income, dividend income, discount received, other non-

operating income;

Auditors’ certificate on statement of other income

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to

December 31, 2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that the

company has the following other income:

Amounts in BDT

Particulars Jul 1, 2017

to Dec 31, 2017






Interest on FDR 189,787 424,414 730,686 1,258,258 811,311 333,892

Interest on Bank A/C 35,687 135,623 33,577 4,718 - -

Loss on Disposal - (263,854) - - - -

Total 225,474 296,183 764,263 1,262,976 811,311 333,892


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(viii) Statement of turnover showing separately in cash and through banking channel;

Certification on statement of turnover showing separately in cash and through banking channel

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to December 31, 2017 and for the years ended June 30 of 2017, 2016,

2015, 2014 and 2013, certify the following statement of turnover (only the portion realized during the following periods) showing separately in cash and through banking

channel.

Amounts in BDT

Particulars Jul 1, 2017 to Dec 31, 2017






In cash - 21,255,425 5,017,598 22,027,899 61,039,316 11,839,959

Through Banking Channel 30,948,514 60,160,887 78,284,871 84,233,070 81,709,318 61,975,244

Total 30,948,514 81,416,312 83,302,469 106,260,969 142,748,634 73,815,203


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(ix) Statement of related party transaction;

Auditors’ certificate on statement of related party transaction during the last five years or any shorter period of commercial operation

After due verification, we certify that the status of related party transactions of Infinity Technology International

Ltd for the following periods were as follows:

Amounts in BDT

Name of Parties

Relationship


As at As at As at As at As at As at

31.12.17 30-06-17 30-06-16 30-06-15 30-06-14 30-06-13

Mr. A.S.M Jamaluddin

Director Loan - - - - - 5,209,185

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. K.M Rahmatullah

Director Loan - - - - - 9,439,677

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. A.S.M Ashrafuddin

Director Loan - - - - - 18,998,339

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. A.S.M Kamaluddin

Director Loan - - - - - 2,200,000

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. K.M Ahsanullah

Director Loan - - - - - 2,200,000

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. K.M Obaidullah

Director Loan - - - - - 2,137,688

Remuneration 450,000 900,000 900,000 900,000 530,000 488,917

Mr. A.S.M Shahabuddin

Share-holder

Loan - - - - - 2,200,000

Mr. A.S.M Shihabuddin

Share-holder

Loan - - - - - 2,200,000

Mr. K.M Barkatullah

Share-holder

Loan - - - - - 2,200,000

Mr. K.M Hamidullah

Share-holder

Loan - - - - - 2,200,000


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226

(x) Reconciliation of business income shown in tax return with net income shown in audited financial

statements;

Certification regarding reconciliation of business income shown in tax return with net income shown in audited

financial statements

This is to certify that business income of Infinity Technology International Ltd as shown in tax return agree with net

income shown in audited financial statements for the following periods.

Amounts in BDT

Particulars Jul 1, 2017 to Dec 31,

2017

Year ended June 30,

2017 Year ended June 30, 2016

Year ended June 30,

2015

Year ended June 30,

2014

Year ended June 30,

2013

As reported As restated

Net income before tax as per Audited Financial Statements

11,666,490 31,734,307 58,991,230 57,486,175 76,250,978 68,134,342 66,706,167

Add: Income added by tax authority

- 263,854 - - - - 333,892

Income shown in Tax Return Note 1 31,998,161 58,991,230

58,991,230 (Note 2)

76,250,978 68,134,342 67,040,059

Note-1: Income tax return will be submitted after end of the FY 2017-18.

Note-2: The impact of the difference arose due to restatement will be incorporated in next year’s annual tax

return (i.e. FY 2017-18).

Note-3: Income of the company earned from Information Technology Enabled Services (ITES) is fully exempted

from income tax up to June 30, 2024.


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227

(xi) Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made

through banking channel;

Auditors’ certificate on confirmation that all receipts and payments of the issuer above Tk. 500,000/- (Five Lac)

were made through banking channel

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to December 31,

2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that all receipts and payments

of the company, so far disclosed to us above Tk. 500,000/- (Five Lac) were made through banking channel.


Sd/-



(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

Auditors’ certificate on confirmation that all bank statements of the issuer are in conformity with its books of

accounts.

We, being the auditor of Infinity Technology International Ltd for the period from July 01, 2017 to December 31,

2017 and for the years ended June 30 of 2017, 2016, 2015, 2014 and 2013, certify that bank statements of the

company are in conformity with its books of accounts.


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(xiii) Statement of payment status of TAX, VAT and other taxes or duties; and

After due verification, we certify that the status of payments of Tax, VAT, and Other Taxes/Duties of Infinity

Technology International Ltd for the following periods were as follows:

Amount in BDT

Particulars Payment Status

Jul 1, 2017 to Dec 31, 2017






Tax 45,805 294,024 267,492 442,042 283,959 870,260

VAT 55,861 1,218,098 2,391,712 2,958,359 77,369 22,500

Other taxes/duties

- - - - - -


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228

CHAPTER (XXVII) : CREDIT RATING REPORT, IF APPLICABLE

Not Applicable.

229

CHAPTER (XXVIII): PUBLIC ISSUE APPLICATION PROCEDURE

IPO Application Process (To be finalized after getting consent letter)

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 (Le. 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 u*ith 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 sendee 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 the 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.

230

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)

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 tire 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) horns 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.

231

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 tire 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;

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 accounts) 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 XRB or foreign

applicants) through banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:

20. The Issuer, Issue Manager, 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.

232

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 tire 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.

233

CHAPTER (XXV): OTHERS

Documents

Infinity Technology International Limited · onsent of the angladesh seurities and ex hange ommission has een otained to the issue or offer of these securities under the securities