infinity technology international limited · page | iii ^ onsent of the bangladesh securities and...

Page | I

“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: ……………….

MANAGERS TO THE ISSUE

IIDFC CAPITAL LIMITED ICB CAPITAL MANAGEMENT LIMITED

Issue Date of Prospectus: ……………….

Page | II

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 Managers

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:www.iidfccapitalltd.com

ICB Capital Management Ltd. Green City Edge (5th & 6th Floor) 89 Kakrail, Dhaka-1000

Md. Sohel Rahman Chief Executive Officer(Additional

Charge)

Tel: +8802 8300555,+8802 8300367 Fax: +880 2 8300396

E-mail: [email protected] Web: www.icml.com.bd

Underwriters



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

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

Web: www.iidfccapitalltd.com



Charge)

Tel: +8802 8300555,+8802 8300367 Fax: +880 2 8300396


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

Md. Tarique Abdullah, ACA AVP and Head of Issue Management

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

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

AIBL Capital Management Limited Al-Arafah Tower (Level-15) 63 Purana Paltan, Dhaka-1000.

Md. Sharif Ahammad Chief Executive Officer (CC)

Tel: +88 02 44850100, PABX-44850005

Fax : +88-02-44850065 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 Managing Director & CEO(CC)

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

M M Rahman & Co. Chartered Accountants Padma Life Tower, Level-10, 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka-1000.

Mohammad Shariful Islam, M. Com, ACMA, Executive Director

Tel: 02 48311027, 02 48311029 Web: http:// www.mmrahman.org

E-mail: [email protected]

mailto:%[email protected]

mailto:[email protected]




http://www.mnislamcompany.com/

http://www.mnislamcompany.com/


Page | III

“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 141-148

‘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."

Page | IV

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 Managers:



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




Md. Sohel Rahman Chief Executive Officer

(Additional Charge)

Tel: +8802 8300555,+8802 8300367 Fax: +880 2 8300396


Underwriters:



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

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




(Additional Charge)

Tel: +8802 8300555,+8802 8300367 Fax: +880 2 8300396


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

Md. Tarique Abdullah, ACA AVP and Head of Issue Management

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

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

AIBL Capital Management Limited Al-Arafah Tower (Level-15) 63 Purana Paltan, Dhaka-1000.

Md. Sharif Ahammad Chief Executive Officer (CC)

Tel: +88 02 44850100, PABX-44850005 Fax : +88-02-44850065

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

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


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(CC)

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 E-mail: [email protected]

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.

mailto:%[email protected]





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

http://www.dsebd.org/

http://www.csebd.com/

Page | V

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

Sl. No. Name of the Newspapers Date of Publication

[*] [*] [*]

[*] [*] [*]

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)

IT : Information Technology

GDP : Gross Domestic Product

RMG : Ready Made Garment

ERP : Enterprise Resource Planning

Page | VI

TABLE OF CONTENTS

Particulars Page No.

CHAPTER I

EXECUTIVE SUMMARY 1

About the industry 1

About the Issuer 4

Financial Information 5

Features of the issue and its objects 6

Legal and Other Information 6

Promoters’ background 7

Capital structure and history of capital raising 10

Summary of Valuation Report of Securities 11

Others 12

CHAPTER II

CONDITIONS IMPOSED BY THE COMMISSION 15-20

Disclosure In Respect Of Issuance Of Security In Demat Form 15

Conditions Under 2cc Of The Securities And Exchange Ordinance, 1969 15

Application Process 16

CHAPTER III

DECLARATION AND DUE DILIGENCE CERTIFICATES 21-31

Declaration About The Responsibility Of The Directors, Including The CEO Of The Issuer In Respect Of The Prospectus

21

Due Diligence Certificate By Issue Manager 22

Due Diligence Certificate By The Underwriter 26

CHAPTER IV ABOUT THE ISSUER 32

CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 34-72

CHAPTER VI

DESCRIPTION OF THE ISSUER 35

Summary of the Industry 35

Summary of consolidated financial, operating and other Information 36

General Information 36

Capital Structure 41

Description of the Business 47

Description of Property 57

Plan of Operation and Discussion of Financial Condition 72

CHAPTER VII

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 91-93

Overview of business and strategies 91

SWOT analysis 92

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

93

Known trends demands, commitments, events or uncertainties that are likely to have an effect on the company’s business.

93

Trends or expected fluctuations in liquidity 93

Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.

93

CHAPTER VIII

DIRECTORS AND OFFICERS 94-104

Name, Father’s name, age, residential address, educational qualification, experience and position of each of the directors of the company and any person nominated/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;

94

Page | VII

Changes in the key management persons during the last three years 102

A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences in the business, positions/posts held in the past, directorship held, other ventures of each sponsor and present position

102

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.

103

If the sponsors/directors do not have experience in the proposed line of business, the fact explaining how the proposed activities would be carried out/managed

103

Interest of the Key management persons 103

All Interest and facilities enjoyed by the directors, whether pecuniary or non-pecuniary

103

Number of Shares held and percentage of Shareholding (Pre issue) 104

Changes in the Board of Directors in last three years 104

Director's engaged with similar business 104

CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 105-106

CHAPTER X

EXECUTIVE COMPENSATION 107

The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer:

107

Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year:

107

If any shareholder director received any monthly salary/perquisite/benefit it must be mentioned along with date of approval in AGM/EGM, terms thereof and payments made during the last accounting year:

107

The board meeting attendance fees received by the director including the managing director along with date of approval in AGM/EGM:

107

Any contract with any director or officer providing for the payment of future compensation

107

If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto:

107

Any other benefit/facility provided to the above persons during the last accounting year

107

CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 108

CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM

109

CHAPTER XIII

OWNWRSHIP OF THE COMPANY’S SECURITIES 110-118

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:

110

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

113

The average cost of acquisition of equity shares by the directors certified by the auditors

114

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

115

Page | VIII

Detail of shares issued by the company at a price lower than the issue price: 118

History of significant (5% or more) changes in ownership of securities from inception

118

CHAPTER XIV

CORPORATE GOVERNANCE 119-130

Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC);

119

A compliance report of Corporate Governance requirements certified by competent authority

119

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.

129

CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 131

CHAPTER XVI DEBT SECURITIES 135

CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 136

CHAPTER XVIII MATERIAL CONTRACTS 137

CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 140

CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 141

CHAPTER XXI DESCRIPTION OF THE ISSUE 149

CHAPTER XXII

USE OF PROCEEDS 151-185

Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;

151

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;

175

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;

175

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;

175

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;

175

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;

175

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

176

Page | IX

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;

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;

176

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;

176

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;

176

Summary of the project appraisal/ feasibility report by the relevant professional people with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal/ feasibility report.

177

CHAPTER XXIII LOCK-IN 186

CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 193

CHAPTER XXV

DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 194-195

Dividend, voting and preemption rights; 194

Conversion and liquidation rights; 195

Dividend policy; 195

Other rights of the securities holders; 195

CHAPTER XXVI

FINANCIAL STATEMENTS 196-245

Auditors’ report for the period 30 June, 2019 197-245

Information as is required under section 186 of the company act 1994 relating to holding company

227

Selected ratios as specified in Annexure-D 227

Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994. The report shall include comparative income statements and balance sheet and aforementioned ratios for immediate preceding five accounting years of the issuer. If 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

233

Financial spread sheet analysis for the latest audited financial statements; 236

Whether to information regarding earning 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

238

Whether the information regarding all extra-ordinary income or non-recurring income coming from other than core operation should be shown separately while showing the Net Profit as well as the Earnings Per Share included

238

Quarterly or half Yearly EPS should not be annualized while calculating the EPS for the purpose of presenting in the prospectus

238

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

238

Statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid/accrued;

239

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/other security, re-payment schedule and status;

240

Statement of unsecured loans with terms & conditions; 240

Page | X

Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store & spares parts, inventory of trading goods etc.;

240

Statement of trade receivables showing receivable from related party and connected persons;

241

Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized/accrued;

242

Statement of other income showing interest income, dividend income, discount received, other non-operating income

242

Statement of turnover showing separately in cash and through banking channel; 243

Statement of related party transaction; 243

Reconciliation of business income shown in tax return with net income shown in audited financial statements;

244

Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through banking channel;

245

Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

245

Statement of payment status of tax, VAT and other taxes or duties 245

CHAPTER XXVII CREDIT RATING REPORT 245

CHAPTER XXVIII PUBLIC ISSUE APPLICATION PROCEDURE 246

CHAPTER XXIX OTHERS 250

Page | 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 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.

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.

Page | 2

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.

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.

Export Trends in Recent Years

Source: EPB

Page | 3

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

Page | 4

(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, data entry operator

and consultant serving 15 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 the company’s experience towards introducing new

technologies and put there 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.

Page | 5

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 # 673, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216, Bangladesh

(c) Financial Information:

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

Particulars 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

As Reported As Restated As Restated As Restated As Restated

Revenue 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Gross Profit 36,089,239 32,908,817 61,075,158 80,353,467 98,514,548

Net Profit /(Loss) before Tax 17,629,044 11,535,927 31,698,914 54,710,577 71,229,137

Net profit/(loss) after tax 17,462,181 11,390,538 31,502,901 54,443,085 70,787,095

Total Assets 591,722,263 574,491,389 558,465,075 477,423,232 412,965,383

Share Capital 390,000,000 300,000,000 300,000,000 200,000,000 180,000,000

Retained Earnings 147,046,313 219,584,132 208,193,594 176,782,483 122,339,398

No. of Shares 39,000,000 30,000,000 30,000,000 20,000,000 18,000,000

Face Value 10 10 10 10 10

NAV per Share 13.77 17.32 16.94 18.84 16.80

Earnings Per Share (EPS) Basic 0.45 0.29 0.81 1.40 1.82

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

Page | 6

(d) Features of the issue and its objects:

Offer Price BDT 10.00 Per Share

Number of Ordinary Shares 39,000,000 Shares

IPO Size Tk. 300,000,000

Purpose of Raising Fund The IPO fund will be utilized for Infrastructure Development (Fixed Asstes),

Software Development (Intangible Assets) 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:

Description of License Registration/NOC/Permission

License Issuer/Issuing Authority

Certificate /Licenses/

Membership No. Issue Date Expiry Date

Certificate of Incorporation Register Joint Stock Companies and Firms, Bangladesh

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

TIN Certificate National Board of Revenue, Bangladesh

482093282037 01 Jan 2014 N/A

VAT Certificate

Customs excise And VAT

Commissonerate, Dhaka (West) 19011059110 15 Jul 2013 N/A

BIN:001060929 28 Feb 2018 N/A

Trade License Dhaka South City Corporation 02011122 22 Jul 2013 30 Jun 2020

Membership Certificate Bangladesh Computer Samity 40 01 Jan 2019 31 Dec 2019

Membership Certificate Bangladesh Association of Software & Information Services (BASIS)

G063 12 Mar 2001 31-Dec-2019

Certificate of Registration ISOQAR 16410 23 Apr 2018 23 Apr 2021

e-Cab Certificate e-Commerce Association of Bangladesh

16/2015

31 Aug 2019 31-Dec-2019

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(f) Promoters’ background:

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

MR. A.S.M ZAHIRUL HUDA SPONSOR Mr. A.S.M Zahirul Huda son of Late Munshi Ali Ahmed is one of the Founder Chairman of Infinity Technology

International Limited. He born on 1937 and died on June 23, 1996. He was a B.A (Bachelor of Arts) and LLB. He was

practices in tax lawyer.

He was vice president of Tax Association in Chittagong division. Has also founder president of B-Baria Tax Bar and

Ashugonj Tax Bar.

Mr. A.S.M Zahirul Huda was involved in various social and political activities. He was Founder of Birgao High School

at Nabinagar. He was a president of Fulbaria Mosque at B-Baria. He was a senior vice president of Bangladesh

Awami League in B-Baria District.

He was an organizer of freedom fighter of Nabinagar at 1971 in Bangladesh.

MR. K.M ABDULLAH SPONSOR

Mr. Kazi Mohammad Abdullah son of Late Kazi Abdul Hamid is one of the Founder Director of Infinity Technology

International Limited. His elder brother is Major General (Retired) K. M. Safiullah. He born on 27 May 1927 and

died on 1995. He was a Bachelor of Arts. His experience was river transports, Constructions, Real estates,

readymade garments, Hotels, Imports-exports and supply of defense equipment’s to the DGDP, Ministry of

Defense and Indenting.

Mr. Kazi Mohammad Abdullah was former member and former president of Lions Club International, life member

of Gulshan Club Ltd, life member of Gulshan Central Mosque & National Idgah Society and a member of Red

Crescent Society, Bangladesh.

Mr. Kazi Mohammad Abdullah was involved in various social activities. He was Founder of Razzabunnesa Hospital

and Shastho Complex in Rupgonj, donor of Mosque and Madrasha in Rupgonj and also donor of Kazi Abdul Hamid

High School in Rupgonj, 24 Rupgonj Govt. Primary High School, Rupgonj Baitul Noor Jame Mosque & Madrasha.

Page | 8

MR. A.S.M JAMALUDDIN

SPONSOR & 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. K. M. RAHMATULLAH

SPONSOR & 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.

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.

Page | 9

MR. K. M. OBAIDULLAH

SPONSOR & 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.

MR. A.S.M KAMALUDDIN

SPONSOR & 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.

Page | 10

(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) 39,000,000 10 390,000,000

After IPO:

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

Paid up capital (Post IPO) (A+B) 69,000,000 10 690,000,000

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 28-Jun-13 9,900,000 99,000,000

Second 30-Jun-15 8,000,000 80,000,000

Third 15-Nov-15 600,000 6,000,000

Forth 17-Nov-15 400,000 4,000,000

Fifth 19-Nov-15 600,000 6,000,000

Sixth 22-Nov-15 400,000 4,000,000

Seventh (Private Placement) 7-Dec-16 1,000,000 10,000,000

Eighth (Private Placement) 17-Jan-17 7,400,000 74,000,000

Ninth(Private Placement) 16-Apr-17 1,600,000 16,000,000

Tenth 26-Jun-19 9,000,000 90,000,000

Total 12,100,000 26,900,000 390,000,000

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.

(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 13.77

Method -02 Historical Earnings based value per share (Considering Avg. Market P/E) 12.29

Method-03 Yearly Average market price of Similar Stocks 30.39

Source: Page no. 131-135

Page | 11

(i) Others:

a) Declaration of Material Changes

We, the Issuer, declare that we did not make any material changes including raising of paid-up capital after the

date of audited financial statements as included in the prospectus.

____ Sd/-_________________ Kazi Mohammad Rahmatullah Managing Director Infinity Technology International Limited Date: 15/10/ 2019

b) Issue Managers Declaration In Connection With Issuer

TO WHOM IT MAY CONCERN

We do hereby declare that we the issue manager of forthcoming IPO of Infinity Technology International Limited.

We also declare that IIDFC Capital Limited or any of its connected person is in no way connected with the issuer or

any of its connected person nor does hold any of its securities thereof.

Sd/- Sd/-

Mohammad Saleh Ahmed Chief Executive Officer IIDFC Capital Limited

Md. Sohel Rahman Chief Executive Officer (Additional

Charge) ICB Capital Management Limited

Date: 15/ 10/ 2019

c) Issuer Declaration In Connection With Issuer Managers

TO WHOM IT MAY CONCERN

We do hereby declare that we, Infinity Technology International Limited, the issuer company of forthcoming IPO ,

is in no way connected with the issue manager IIDFC Capital Limited and they do not hold any of our securities.


d) Issuer’s declaration regarding compliance with the requirement of BSEC (Public Issue) Rules

2015 in preparing prospectus.

To Whom It May Concern

We do hereby declare that all the requirements of Bangladesh Securities and Exchange Commission (Public Issue)

Rules, 2015 has been complied by us in preparing our prospectus.


Page | 12

e) Issuers declaration regarding requirements of cost audit

STATEMENT REGARDING COST AUDIT

This is to certify that, as per provision of the Companies Act, 1994, Cost Audit by Professional Accountant is not

applicable for “Infinity Technology International Limited”.

_________Sd/____________________ __________Sd/__________ KAZI MOHAMMAD RAHMATULLAH MD. FOYSAL HOSSAIN

MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

f) Issue Manager Declaration regarding requirements of cost audit


This is to certify that, as per provision of the Companies Act, 1994, Cost Audit by Professional Accountant is not applicable for “Infinity Technology International Limited”.

_________Sd/____________________

MOHAMMAD SALEH AHMED

Chief Executive Officer


This is to certify that, as per provision of the Companies Act, 1994, Cost Audit by Professional Accountant is not applicable for “Infinity Technology International Limited”.

_________Sd/____________________

MD. SOHEL RAHMAN

Chief Executive Officer (Aditional Charge)

Page | 13

g) Pre and Post IPO shareholding structure of sponsors and directors:

Sl. No. Name Position No of

Shares

Percentage (%) of Share Holdings

Pre IPO Post IPO

1 Mr. K. M. Rahmatullah Sponsor & MD 2,070,000 5.31% 3.00%

2 Mr. K. M. Obaidullah Sponsor & Director 2,070,000 5.31% 3.00%

3 Mr. A.S.M Kamaluddin Sponsor & Director 2,070,000 5.31% 3.00%

4 Mr. A.S.M Jamaluddin Sponsor & Chairman 2,070,000 5.31% 3.00%

5 Mr. A.S.M Ashrafuddin Director 2,070,000 5.31% 3.00%

6 Mr. K. M. Ahsanullah Director 2,070,000 5.31% 3.00%

7 Mr. A.S.M. Shihabuddin Director 2,070,000 5.31% 3.00%

8 Mr. K.M. Barkatullah Director 2,070,000 5.31% 3.00%

9 Mr. A.S.M. Shahabuddin Director 2,070,000 5.31% 3.00%

10 Mr. K.M. Hamidullah Director 2,070,000 5.31% 3.00%

11 Mr. A. S. M. Waliullah Independent Director Nil - -

12 Ms. Sabequn Nahar Independent Director Nil - -

13 Md. Nasimul Gani Independent Director Nil - -

Total 53.08% 30.00%

Page | 14

CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION

DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM:

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

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

PART–A

1. The Company shall go for Initial Public Offer (IPO) for 3,00,00,000 ordinary shares of Tk. 10.00 each at par totaling to Tk. 30,00,00,000.00 (Taka thirty Crore only) following the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules made there under.

2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four) national daily newspapers (two in Bangla and two in English), within 02 (two) working days of issuance of this consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer’s website and shall also put on the websites of the Commission, stock exchanges, and the issue manager, within 3 (three) working days from the date of issuance of this letter and shall remain posted till the closure of the subscription list. The issuer shall submit to the Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted prospectus in “MS -Word” format.

3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.

4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged version for NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in this respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) working days from the date of said transmission of the prospectus.

5. The following declaration shall be made by the company in the prospectus, namely: - 1. “Declaration about Listing of Shares with the stock exchange (s):

2. 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.

3. 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.

4. 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.”

5. All applicants shall apply for a minimum lot of 500 shares worth Taka 5,000/- (Taka five thousand only) or its multiples.

6. The IPO shall stand cancelled in case of under-subscription in any category above 35%. In such an event, the issuer and issue manger shall inform the Commission within 2 (two) working days and release the

Page | 15

subscription money within 10 (ten) working days after receiving verification report from CDBL and the information from exchanges regarding subscription.

7. 20% of the securities reserved for other general public shall be reserved for ¶wZMÖ¯’ ¶z̀ ª wewb‡qvMKvix. In case

of under-subscription under any of sub-categories of eligible investors category or general public category, the unsubscribed portion shall be added to other sub-category of the same category. In case of over subscription in the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case of over subscription in the eligible investors category, securities shall be allotted on pro-rata basis. No eligible investor shall apply for more than 2% (two percent) of the total securities reserved for the eligible investors.

8. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with another person. In case, an applicant submits more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant.

9. The applicants who have applied for more than two applications using same bank account, their application will not be considered for lottery and the Commission will forfeit 15% of their subscription money.

10. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the application liable to rejection and subject to forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited in account of the Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by the law.

11. The company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (Twenty Four) hours of allotment.

12. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or shareholders having 5% or more shares through stock dividends, shall be subject to a lock-in period of 02(two) years from the date of issuance of the prospectus.

13. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian registered with the Commission and shall remain held till completion of lock-in period and the name of the securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with a confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s). Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by Managing Director of the company along with the lock-in confirmation to the Commission within one week of listing of the shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement to this effect to the Commission.

14. The company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the date of this consent for raising of capital.

15. The company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by the Board of Directors, before approval by the shareholders in General Meeting.

PART–B

Application Process

Step-1 (Applicant)

1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the

Page | 16

subscription closing date), which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:

(a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

(b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains Foreign Currency account debiting the same account and provide the customer with a certificate mentioning the FC account number which has been debited to issue the FDD. The applicant shall also submit the certificate with their application. No banker shall issue more than two drafts from any Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.

(c) Eligible investors shall submit application through the electronic subscription system of the exchange(s) and deposit the full amount intended to subscribe by the method as determined by 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.

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 the draft information. Exchanges shall verify and preserve the bankers’ certificates in their custody.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the securities with exchange.

Page | 17

Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.

10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with the verification report.

11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the Exchanges.

12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three) working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation from the Commission or the Exchanges.

13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.

14. Within 02 (two) working days of conducting lottery, the Issuer shall: (a) send category wise lists of the successful and unsuccessful applicants in electronic (text format

with tilde ‘~’ separator) format to the respective Exchange. (b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per

conditions of the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the Commission and Exchanges mentioning the penalty amount against each applicant.

(c) issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those to respective Exchange in electronic form.

(d) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to CDBL to credit the allotted shares to the respective BO accounts.


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 account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’ account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amounts and send documents to the Exchange evidencing details of the remittances made to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall

Page | 18

be entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer to the applicant’s bank account (FC account which has been debited to apply by NRB or foreign applicants) through banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:

20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above. 21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date

of publication of abridged version of prospectus. 22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or

transferred during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.

27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation to the Commission.

PART–C

1. The issue manager shall carefully examine and compare the published prospectus and its abridged version on the date of publication with the copies vetted by the Commission. If any discrepancy is found, both the issuer and the issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof to the Commission and the stock exchanges concerned. In this regard, the issue manager shall submit a compliance report to the Commission within 5 working days from the date of such publications.

2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) and that utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc.

3. The company shall furnish status report on utilization of Public Offering proceeds audited by foreign affiliated auditors and authenticated by the board of directors to the Commission and the Exchanges within 15 (Fifteen) days of the closing of each month until such fund is fully utilized, as mentioned in the schedule contained in the prospectus. The issuer shall simultaneously post the status report in its website and Exchanges shall also post the same in company information contained in websites of the Exchanges. In the event of any irregularity or inconsistency, the Commission may employ or engage any person to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.

4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms of reference (TOR) and confirm the same in their report/certificate:

(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;

(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s consent letter;

Page | 19

(c) Whether utilization of IPO proceeds have been completed within the time schedule/implementation schedule as specified in the published prospectus;

(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as mentioned/specified in the published prospectus; and

(e) The auditors should also confirm that: (i) assets have been procured/imported/constructed maintaining proper/required procedure as well as at reasonable price; and (ii) auditors’ report has been made on verification of all necessary documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank Statement.

6. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank transfers. 7. Proceeds of the public offering shall not be transferred to any other bank account before listing with the

Exchange(s). The proceeds shall not be used for any purpose other than those specified in the prospectus without any valid ground. Any deviation in respect of time or purpose of utilization must have prior approval of the shareholders in the general meeting and if approved by the shareholders, the meeting resolution shall be submitted to the Commission and the Exchanges along with reasonable explanations.

8. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus and before listing of its securities with any exchange, the company shall disseminate/transmit/submit the said quarterly/half yearly financial statements in accordance with the Commission’s Notification SEC/CMRRCD/2008-183/admin/03-34 dated September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.

9. In the event of arising issues concerning Price Sensitive Information as defined under the wmwKDwiwUR I

G·‡PÄ Kwgkb (myweav‡fvMx e¨emv wbwl×KiY) wewagvjv 1995 after publication of the abridged version of prospectus

and before listing of its securities with any exchange, the company shall disseminate/transmit/submit the information as price sensitive in accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.

PART–D

10. As per provision of the Depository Act, 1999 & Regulations made thereunder, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the depository system of Central Depository Bangladesh Ltd. (CDBL) and any further issuance of shares (including rights/bonus) will be made in dematerialized form only.

11. The issuer and the issue manager shall ensure due compliance of all the above conditions, the ‘Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the Exchanges.

12. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary which shall also be binding upon the issuer company.

Page | 20

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/-_________ A.S.M JAMALUDDIN

Chairman

________Sd/-__________ K. M. RAHMATULLAH

Managing Director

_________Sd/-________ A.S.M KAMALUDDIN Sponsor & Director

__________Sd/-__________ K. M. OBAIDULLAH Sponsor & Director

_________Sd/-__________ A.S.M ASHRAFUDDIN

DIRECTOR

_______Sd/-__________ K. M. AHSANULLAH

DIRECTOR

_________Sd/-_________ A.S.M. SHIHABUDDIN

DIRECTOR

_________Sd/-_________ K.M. BARKATULLAH

DIRECTOR

_________Sd/-__________ A.S.M. SHAHABUDDIN

DIRECTOR

________Sd/-________ K.M. HAMIDULLAH

DIRECTOR

________Sd/-_________ A. S. M. WALIULLAH

INDEPENDENT DIRECTOR

________Sd/-___________ SABEQUN NAHAR


________Sd/-____________ MD. NASIMUL GANI


Date: October 15, 2019

Page | 21

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;

Page | 22

(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public

Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and

adequate to enable the investor to make a well informed decision;

(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the

nature of current business background or the issuer, situation at which the proposed business stands, the

risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents

and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further

inspection by the Commission;

(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: October 15, 2019

Mohammed Saleh Ahmed Chief Executive Officer

IIDFC Capital Limited

Page | 23

ANNEXURE-B DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER

(ICB Capital Management Limited) [See rule 4 (1) (d)]

To



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;

Page | 24

(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. Name of Company Issue FY Issue Size (In crore)

Issue Price at

BDT

Market Closing Price as on

02-10-2019 at BDT

Dividend Payment History

1

National Feed Mills Limited

2014-15

18.00 10.00 8.90

2018- 5%B

2017- 10%B

2016-15%B

2014- 10%B

Hamid Fabrics Limited 105.00 35.00 17.10

2018 10%C

2017- 15%C

2015- 15%C, 5%B,

2014- 10%C, 10%B

2

The ACME Laboratories Limited

2015-16

409.60 77.00 72.90

2018 35%C

2017- 35%C

2016-35%C

2015-35%C

2014-35%C

Doreen Power Generations and Systems Limited

58.00 29.00 77.00

2018 15C, 10%B

2017- 10%C,10%B

2016- 10%C, 20%B

3 BBS Cables Limited 2016-17 20.00 10.00 80.50 2018 10%C, 15%B

2017- 5%C,15%B

4 Aman Cotton Fibrous Limited 2017-18 80.00 36.00 24.3 2018 10%C

5 Ashugonj Power Station Company Limited (Bond)

2019-20 100.00 10.00 - -

Sd/-

Place: Dhaka Date: October 15, 2019

(Md. Sohel Rahman) Chief Executive Officer (Additional Charge)

ICB Capital Management Limited

Page | 25

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 AB Bank Limited (Rights Share Offer ) 280,000,000.00

2 Dragon Sweater & Spinning Limited (Rights Share Offer ) 30,000,000.00

3 Achia Sea Foods Limited 14,000,000.00

4 Ring Shine Textiles Limited 43,750,000.00

5 Onetex Limited 20,000,000.00

6 MedRx Life Science Ltd. 10,000,000.00

7 Mir Akhter Hossain Limited 10,000,000.00

Total 407,750,000.00

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: 15/ 10/ 2019

Page | 26

ANNEXURE - C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (ICB Capital Management 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:






WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Three hundred twenty nine point sixty five) crore and we have the capacity to underwrite a total amount of Tk. 2,207.30 (Taka two thousand two hundred seven point three zero) crore as per relevant legal requirements. We have committed to underwrite for up to Tk. 20,000,000.00 (two) crore for the upcoming issue.

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

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

1 Delta Hospital Limited 8,000,000.00

2 ADN Telecom Limited 199,500,000.00

3 Desh General Insurance Company Ltd. 5,600,000.00

4 Energypac Power Generation Ltd. 12,500,000.00

5 Ratanpur Steel Re-Rolling Mills Ltd. 37,500,000.00

6 AB Bank Limited 750,000,000.00

7 Mohammed Elias Brothers POY Manufacturing Limited 10,000,000.00

8 Dragon Sweater and Spinning Limited 381,666,660.00

9 eGeneration Limited 20,000,000.00

10 JMI Hospital Requisite Manufacturing Limited 61,250,000.00

11 Aman Tex Limited 90,000,000.00

12 Sonali Life Insurance Company Limited 66,500,000.00

13 Mir Akhter Hossain Limited 10,000,000.00

Total 1,652,516,660.00

c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and

e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter: Sd/-

Md Sohel Rahman Chief Executive Officer (Additional Charge) ICB Capital Management Limited Date: 15/ 10/ 2019

Page | 27

ANNEXURE - C

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

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


Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively

as follows:






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 (Taka Three Hundred Crore Only) and we have the capacity to underwrite a

total amount of Tk. 15,000,000,000 (Taka Fifteen Hundred Crore Only) as per relevant legal

requirements. We have committed to underwrite for up to BDT 15,000,000 (Taka One Crore

and 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. Ashugonj Power Station Limited 10,000,000

2. Alliance Holdings Limited 41,250,000

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

4. Dragon Sweater & Spinning Limited 20,000,000

5. Aman Tex Limited 60,000,000

Total Amount 171,450,000

(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.

For the Underwriter:

Sd/- Dr. Md. Tabarak Hossain Bhuiyan, IM&A Managing Director & CEO Place: Dhaka Date: October 15, 2019

Page | 28

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

1 Ratanpur Steel Re-Rolling Mills Ltd. 10,500,000.00

2 AMAN Tex Limited 40,000,000.00

3 THREE ANGLE 30,000,000.00

Total 80,500,000.00

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.


Sd/

Md. Sharif Ahammad Chief Executive Officer (CC) AIBL Capital Management Limited Place: Dhaka Date: October 15, 2019

Page | 29


(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: (Name of issue and amount underwritten)

Sl Name Of The Company Amount Underwritten(Taka)

1 AB Bank Limited 250,000,000.00

2 Express Insurance Limited 15,000,000.00

3 Onetex Limited 20,000,000.00

4 Aman Tex Ltd 40,000,000.00

Total 325,000,000.00

(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: October 15, 2019

Page | 30


(EXIM Islami Investment Limited) [Rule 4 (1) (d)]

To


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 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

Total 68,180,000.00

(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: October 15, 2019

Page | 31

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 # 673, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216,Bangladesh

Telephone Number +880-02-55011878 +880-02-58070701

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

Name of the Sponsors and Directors: Sponsors:

Sl. No.

Name of Sponsors Current Status

1 A.S.M Zahirul Huda Doesn’t hold any share due to deceased 2 K.M Abdullah

3 K. M. Rahmatullah Managing Director

4 K. M. Obaidullah Director

5 A.S.M Kamaluddin Director

6 A.S.M Jamaluddin Chairman Directors:

Sl. No. Name Position

1 A.S.M Jamaluddin Sponsor & Chairman

2 K. M. Rahmatullah Sponsor & Managing Director

3 K. M. Obaidullah Sponsor & Director

4 A.S.M Kamaluddin Sponsor & Director

5 A.S.M Ashrafuddin Director

6 K. M. Ahsanullah Director

7 A.S.M. Shihabuddin Director

8 K.M. Barkatullah Director

9 A.S.M. Shahabuddin Director

10 K.M. Hamidullah Director

11 A. S. M. Waliullah Independent Director

12 Sabequn Nahar Independent Director

13 Md. Nasimul Gani Independent Director

http://www.infinitytechltd.com/


Page | 32

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 MM Rahman & Co. Chartered Accountants

Logo

Address Padma Life Tower, Level-10, 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka 1000, Bangladesh.

Telephone Number 02 48311027, 02 48311029

Fax Number -

Contact Person Mohammad Shariful Islam, M. Com, ACMA, Executive Director

Website address www.mmrahman.org

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.mmrahman.org/


Page | 33

CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER

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

Company Logo :

Legal Position : Public Limited Company

Date of Incorporation : Incorporated in Bangladesh as a Private Limited Company on 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- 39,000,000 Ordinary Share of Tk. 10.00 each

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

Auditor : MM Rahman & Co. Chartered Accountants

Issue Managers : IIDFC Capital Limited


Company Secretary : Md. Monjurul Karim Mojumdar

Banker of the Company : Al-Arafah Islami Bank Limited

: Dutch Bangla Bank Limited

Page | 34

CHAPTER (VI): DESCRIPTION OF THE ISSUER

a) Summary:

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

Summary of 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 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.

Data Source: https://basis.org.bd/resource/About_Industry.pdf

https://basis.org.bd/resource/About_Industry.pdf

Page | 35

(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

Fax Number +880-02-8080990

Corporate Office

Name Infinity Technology International Limited (ITIL)

Address House # 673, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216,Bangladesh

Telephone Number +88 02 58070701

Fax Number 880-2-8080990

(ii) The board of directors of the issuer:

Sl. No. Name of the Board of Directors Designation

1 A.S.M Jamaluddin Chairman


3 K. M. Obaidullah Director

4 A.S.M Kamaluddin Director

5 A.S.M Ashrafuddin Director

6 K. M. Ahsanullah Director

7 A.S.M. Shihabuddin Director

8 K.M. Barkatullah Director

9 A.S.M. Shahabuddin Director

10 K.M. Hamidullah Director

11 A. S. M. Waliullah Independent Director

12 Sabequn Nahar Independent Director

13 Md. Nasimul Gani Independent Director

Page | 36

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


4 A.S.M Kamaluddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215


5 A.S.M Ashrafuddin Director Road No. 114, House No. 25, Gulshan, Dhaka-1212


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


7 A.S.M. Shihabuddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215


8 K.M. Barkatullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212


9 A.S.M. Shahabuddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215


10 K.M. Hamidullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212


(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. Foysal Hossain Chief Financial Officer

(Acting) 1363/3 (4th Flr.) South Donia, Dhaka-1236

Cell: +8801917560866, 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. Shah Jikrul Ahmed Legal Advisor 15, Purana Paltan Lane, Dhaka-1000.

Cell: +8801711020592

4. MM Rahman & Co. Auditor

Padma Life Tower(Level-10), 115 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka 1000, Bangladesh

Telephone: 02 9144357, E-mail: [email protected]




Page | 37

(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)



2 ICB Capital Management Ltd. Green City Edge (5th & 6th Floor) 89 Kakrail, Dhaka-1000


(Additional Charge)

Tel: +8802 8300555,+8802 8300367 Fax: +880 2 8300396


(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 ICB Capital Management Limited


Charge)

Tel: +8802 8300555,+8802 8300367 Fax: +880 2 8300396


20,000,000

3 Prime Bank Investment Limited

Md. Tarique Abdullah, ACA AVP and Head of Issue

Management

Tel: +88 02 48810315, +88 02 48810316


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

15,000,000

4 AIBL Capital Management Limited

Md. Sharif Ahammad Chief Executive Officer(CC)

Tel: +88 02 44850100, PABX-44850005 Fax : +88-02-44850065

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

10,000,000

5 Exim Islami Investment Limited


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


15,000,000

6 BD Finance Capital Holdings Limited

Barun Prasad Paul MD & Chief Executive Officer(CC)

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


10,000,000

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

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



Page | 38

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 ICB Capital Management Limited


Sd/- Md. Sohel Rahman Chief Executive Officer (Additional Charge) ICB Capital Management Limited

Declaration by the Prime Bank Investment Limited


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

Declaration by the AIBL Capital Management Limited


Sd/- Md. Sharif Ahammad Chief Executive Officer (CC) AIBL Capital Management Limited

Page | 39

Declaration by the EXIM Islami Investment Limited We are one of the underwriters of the Initial Public Offering (IPO) of Infinity Technology International Limited. We will underwrite BDT 15,000,000 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/- Abu Hena Md. Mohsin Chief Executive Officer EXIM Islami Investment Limited

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 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.

Page | 40

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

Securities Class of

Securities

Allotment Nominal & Form of Consideration

Amount in BDT Dates Amount

Issue Price (Tk.)

Authorized Capital

100,000,000 Ordinary

Share - - 10.00 - 1,000,000,000

Before IPO:

Issued, Subscribed and paid up capital

39,000,000 Ordinary

Share

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

100,000 10.00 Cash

390,000,000

28-Jun-13 9,900,000 10.00 Bonus

30-Jun-15 8,000,000 10.00 Bonus

15-Nov-15 600,000 10.00 Cash

17-Nov-15 400,000 10.00 Cash

19-Nov-15 600,000 10.00 Cash

22-Nov-15 400,000 10.00 Cash

7-Dec-16 1,000,000 10.00 Cash

17-Jan-17 7,400,000 10.00 Cash

16-Apr-17 1,600,000 10.00 Cash

26-Jun-19 9,000,000 10.00 Bonus

After IPO:

To be issued through IPO

30,000,000 Ordinary

Share - - 10.00 Cash 300,000,000

Paid up capital (Post IPO)

69,000,000 Ordinary

Share - - 10.00 Cash 690,000,000

(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 12,000,000 40% Offer price Tk. 10 each 10.00 120,000,000

For General Public 18,000,000 60% Offer price Tk. 10 each 10.00 180,000,000

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 39,000,000 10 390,000,000

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

Page | 41

(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 20,700,000 20,700,000 53.08% 30.00%

N/A N/A

2 Other than Directors & Sponsors 18,300,000 18,300,000 46.92% 26.52%

3 Eligible investor (EI)

EI excluding mutual funds & CIS (30%)

- 9,000,000 - 13.04%

Mutual Funds and CIS (10%) - 3,000,000 - 4.35%

4 General Public (GP)

GP excluding NRB (50%) - 15,000,000 - 21.74%

NRB (10%) - 3,000,000 - 4.35%

Total 39,000,000 69,000,000 100.00% 100.00% - -

The Company has no convertible instruments.

(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

Sl.No 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

Allotment at 3rd Bonus (3

for 10) 26.06.2019

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2 Mr. K.M. Rahmatullah Managing

Director 693,000 560,000 438,000

3 Mr. A.S.M. Ashrafuddin Director 693,000 560,000 438,000

4 Mr. K.M. Obaidullah Director 693,000 560,000 438,000

5 Mr. A.S.M. Kamaluddin Director 693,000 560,000 438,000

6 Mr. K.M. Ahsanullah Director 693,000 560,000 438,000

7 Mr. A.S.M. Shihabuddin Director 693,000 560,000 438,000

8 Mr. K.M. Barkatullah Director 693,000 560,000 438,000

9 Mr. A.S.M. Shahabuddin Director 693,000 560,000 438,000

10 Mr. K.M. Hamidullah Director 693,000 560,000 438,000

11 Ferdous Sharmina Osman

Shareholder 1,138,500 920,000 621,000

12 Abeda Parveen Shareholder 1,138,500 920,000 621,000

13 Gazi Munibur Rahman Shareholder 198,000 160,000 108,000

14 Ruby Ahmed Shareholder 99,000 80,000 -

15 Saima Ahmed Shareholder 99,000 80,000 54,000

16 Asif Ahmed Shareholder 99,000 80,000 54,000

17 Nasiha Ahmed Shareholder 99,000 80,000 54,000

18 Hemayet Uddin Ahmed Shareholder 29,700 24,000 16,200

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 16,200

22 Adnan Hyder Yusuf Shareholder 75,600

23 ABACI Investments Limited (MDA)

Shareholder 360,000

Page | 42

24 BMSL Investments Limited

Shareholder 240,000

25 Md. Mazharul Islam Chowdhury

Shareholder 15,000

26 Prilink Securities Ltd. Shareholder 30,000

27 Farida Banu Shareholder 60,000

28 Dr. Md. Abu Syed Tito Shareholder 90,000

29 Dr. Md. Zahirul Islam Shareholder 30,000

30 Md. Gias Uddin Shareholder 15,000


Shareholder 150,000

32 Md. Habibur Rahman Shareholder 75,000

33 A.N.M Yeahea Shareholder 150,000

34 Haseeb Ahmed Shareholder 75,000

35 Azmat Niaz Shareholder 75,000

36 Bangladesh Ship Breaking Ltd.

Shareholder 150,000

37 Al-Haj Abdul Malek Mollah

Shareholder 75,000

38 Shegufta Rahman Prima Shareholder 75,000

39 Rukhna Rahman Tasha Shareholder 75,000

40 Mr. Salim Rahman Shareholder 150,000

41 Abdus Samad Shareholder 300,000

42 Mr. Proshanta Kumar Halder

Shareholder 300,000

43 Dr. Shafinaz Islam Shareholder 90,000

44 Md. Mamunur Rashid Shareholder 30,000

45 Parkway Holdings Ltd. Shareholder 30,000

46 Md. Mustafa Shareholder 45,000

47 Ms. Nusrat Hafiz Shareholder 15,000

48 Dr.Mohammad Shariful Islam

Shareholder 15,000

49 Dr.A.K.M.Masud Shareholder 15,000

50 Dr.Md.Mostofa Akbar Shareholder 6,000

51 Md. Shah Alam Mirdha Shareholder 6,000

52 Aninda Iqbal Shareholder 6,000

53 Kazi Amira Hossain Shareholder 15,000

54 Md. Shahidullah (Shyamol)

Shareholder 84,000

55 Subir Mohajan Shareholder 6,000

56 Md. Abdul Halim Shareholder 7,500

57 Soumen Saha Shareholder 16,500

58 Mohammad Tanvirul Islam

Shareholder 93,000

59 S.M.Emdadul Hoque Shareholder 30,000

Total

9,900,000 8,000,000 9,000,000

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.

(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.

Page | 43

(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;

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;

Page | 44

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Page | 45

(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;

Aggregate shareholding of the Sponsors and Directors:

SL. Name of Sponsor & Director Position Number of Shares Held

Face Value & Issue Price

Pre- IPO %

Post IPO %

1 A.S.M. Jamaluddin Sponsor & Chairman 2,070,000 10 5.31% 3.00%

2 K.M. Rahmatullah Sponsor & Managing

Director 2,070,000 10 5.31% 3.00%

3 A.S.M. Ashrafuddin Director 2,070,000 10 5.31% 3.00%

4 K.M. Obaidullah Sponsor & Director 2,070,000 10 5.31% 3.00%

5 A.S.M. Kamaluddin Sponsor & Director 2,070,000 10 5.31% 3.00%

6 K.M. Ahsanullah Director 2,070,000 10 5.31% 3.00%

7 A.S.M. Shihabuddin Director 2,070,000 10 5.31% 3.00%

8 K.M. Barkatullah Director 2,070,000 10 5.31% 3.00%

9 A.S.M. Shahabuddin Director 2,070,000 10 5.31% 3.00%

10 K.M. Hamidullah Director 2,070,000 10 5.31% 3.00%

11 A.S.M Zahirul Huda Sponsor (Deceased) -

12 K.M. Abdullah Sponsor (Deceased) -

13 A. S. M. Waliullah Independent Director -

14 Sabequn Nahar Independent Director -

15 Md. Nasimul Gani Independent Director -

Transferred by the sponsor and/or by the directors of the issuer:

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 of the shareholder

Address No. of Share

Holdings

Owned beneficially /

of record

No. of shares after exercise of

warrant, option or right to convert any convertible

instrument

Pre-IPO Share-

holdings (%)

Post-IPO Share-

holdings (%)

A.S.M.Jamaluddin 44/K, Indira Road,

Tejgaon, Dhaka-1215 2,070,000

Owned beneficially

- 5.31% 3.00%

K.M. Rahmatullah Road No. 114, House No. 25, Gulshan, Dhaka-1212

2,070,000 Owned

beneficially - 5.31% 3.00%

A.S.M. Ashrafuddin 44/K, Indira Road,


Owned beneficially

- 5.31% 3.00%

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

2,070,000 Owned


A.S.M. Kamaluddin 44/K, Indira Road,


Owned beneficially

- 5.31% 3.00%

Page | 46

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

2,070,000 Owned


A.S.M. Shihabuddin 44/K, Indira Road,


Owned beneficially

- 5.31% 3.00%

K.M. Barkatullah Road No. 114, House No. 25, Gulshan, Dhaka-1212

2,070,000 Owned


A.S.M. Shahabuddin 44/K, Indira Road,


Owned beneficially

- 5.31% 3.00%

K.M. Hamidullah Road No. 114, House No. 25, Gulshan, Dhaka-1212

2,070,000 Owned


(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers

or employees as group, indicating the percentage of outstanding shares represented by the securities

owned.

No employee or executive holds any shares of the Company individually or as a group.

Sl. Name of Employee Position Deparment Amount/Year

01. Mr. Md. Mozibul Haque Chief Technical Officer IT 1,440,000

02. Mr. Md. Jalal Uddin General Manager Administration 1,200,000

03. Mr. Md. Abdur Rouf Chief Marketing Officer Marketing 960,000

04. Mr. Md. Hamidur Rahman DGM IT 720,000

05. Mr. Md. Monjurul Karim Mojumdar

Company Secretary Board Secretariate 600,000

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

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 customers depending on customers’ requirement with their satisfaction through internet or by telecommunication.

(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 # 673, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216, Bangladesh.

Page | 47

(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.

(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

Page | 48

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 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

Page | 49

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

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.


Page | 50

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 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

2018-2019

Revenue (in BDT) 14,705,815 35,590,000 8,949,849 5,139,645 64,385,309

Value Contribution (% of Total Sales)

22.84% 55.28% 13.90% 7.98% 100.00%

2017-2018

Revenue (in BDT) 5,154,350 27,885,464 7,542,098 20,632,586 61,214,498

Value Contribution (% of Total Sales)

8.42% 45.55% 12.32% 33.71% 100.00%

Page | 51

(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 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

Page | 52

Page | 53

(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.

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

contingency plan in case of any disruption;

Page | 54

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 2018-2019

% of Total

Revenue Address

Telephone No.

Web Address E-Mail Fax No.

Bangladesh Krishi Bank

11,052,300 18.07% Krishi Bank Bhaban 83-85 Motijheel C/A, Dhaka – 1000, Bangladesh

(+88 02) 956 0021

http://www.krishibank.org.bd

[email protected]

(+88 02) 956 1211

Rajshahi Krishi Unnayan Bank

22,791,450 37.26% 272, Banolata C/A Airport Road, Rajshahi Bangladesh

(+88-247) 860054

http://www.rakub.org.bd

[email protected]

(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/-

A.S.M JAMALUDDIN K.M Rahmatullah Md. Foysal Hossain CHAIRMAN MANAGING DIRECTOR CHIEF FINANCIAL OFFICER

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

renewal and expiry dates;



Page | 55

As per Legal

Description of License Registration/NOC/Permission

License Issuer/Issuing Authority Certificate /Licenses/

Membership No. Issue Date Expiry Date

Certificate of Incorporation Register Joint Stock Companies and Firms, Bangladesh

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

TIN Certificate National Board of Revenue, Bangladesh 482093282037 01 Jan 2014 N/A

VAT Certificate Customs excise And VAT

Commissonerate, Dhaka (West) 19011059110 15 Jul 2013 N/A

BIN:001060929 28 Feb 2018 N/A

Trade License Dhaka South City Corporation 02011122 22 Jul 2013 30 Jun 2020

Membership Certificate Bangladesh Computer Samity 40 01 Jan 2019 31 Dec 2019

Membership Certificate Bangladesh Association of Software & Information Services (BASIS)

G063 12 Mar 2001 31-Dec-2019

Certificate of Registration ISOQAR 16410 23 Apr 2018 23 Apr 2021

e-Cab Certificate e-Commerce Association of Bangladesh 16/2015

31 Aug 2019 31-Dec-2019

(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 Number of Employees

Full-time

HR, Admin, Mkt, Support Services & Accounts 30

57 Project 13

Software Dev. 14

Contract Basis

Data Entry 180

205 Software Dev. 20

Consultant 5

Total 262

(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.

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 ITIL to concentrate on its 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

Page | 56

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

The written down value of Property, Plant & Equipment’s owned by the company as per audited accounts as on 30

June, 2019 are stated below: Amount in BDT

(As per audited accounts)

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

30-June'19

1 Land and land development 40,636,660

2 Computer and accessories 2,719,777

3 Electrical equipment 1,150,019

4 Electric installation 283,227

5 Furniture and fixtures 1,284,135

6 Office decoration 3,296,578

7 Office equipment 1,091,514

8 Server 2,854,773

Total 53,316,683

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

condition thereof;

The Company has purchased 2 (Two) plots of 10 kathas each totaling 20 kathas (33 Decimals) in the project named

"Anirban Dhaleswary City" located at Mouja / P.O: Balurchar, P/S: Shirajdikhan, Dist.: Munshiganj from Anirban

Housing (Pvt.) Ltd. The Company has completed registration of saaf kabala deed on January 21, 2019.

Block No. Plot No. J.L No. Khatian No. Dag No. DCR No. Area (Kathas)

Block - A 2

S.A-96, R.S-95 C.S-240/Ka 245

S.A-200 R.S-1321 R.S-83 612/20

10 Kathas

3 10 Kathas

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

The Company owned all assets described as mentioned in the above schedule.

(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;

Page | 57

Date of Purchase

Payment of Current Rent

(Khajna)

Mutation Date

Deed Value

Development Cost

Agreement Value

Other Costs (Registration)

Area (Kathas)

Current use of Land

21-Jan-19

Khajna for the Bengali year 1426 has been paid

20-Feb-19

3,350,000

36,650,000

40,000,000

636,660

(10+10) Kathas or 33

Decimals

Vacant

(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 Name from whom the lands has been

acquired Project Name & address Area (Kathas)

The cost of Acquisition

Agreement Value

Registration Costs

Total Cost

M/s Anirban Housing (Pvt.) Limited

“Anirban Dhaleswary City” Mouja: Balurchar, P/S:

Shirajdikhan, District: Munshigonj

(10+10) Kathas or 33 Decimals

40,000,000 636,660 40,636,660

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;

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

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

property, with name of the mortgagee;

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.

Page | 58

(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 Countr

y of Origin

Item S/N

Useful Econo

mic Life at Purcha

se

Estimated

Remaining

Useful Life

Total Purchase

Price with

Other Cost*

(Amount in BDT)

Written Down Value

(Amount in BDT)

Computer and Accessories

1 Desktop 1 13-Jan-

15

PC Trade Computer & Network Solution

Mirpur DOHS

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

Road, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-02/DT/14

5 1 45,000 4,808

2 Desktop 1 21-Jan-

15

PC Trade Computer & Network Solution

Mirpur DOHS

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

Road, Dhaka.

30-Jun-19

Brand New


5 1 46,000 5,117

3 Monitor 1 29-Jan-

15

PC Trade Computer & Netwark Solutions

Mirpur DOHS

Rabby Computer complex, Shop-16, 82,

Laboratory road, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

04/MO/12 5 1 8,000 925

4 Monitor 2 14-Feb-

15

PC Trade Computer & Netwark Solutions

Mirpur DOHS

Rabby Computer complex, Shop-16, 82,

Laboratory road, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

04/MO/13 5 1 10,700 1,331

5 Printer 2 24-Feb-

15 Orient Computers

Mirpur DOHS

Shop#242, IDB Bhaban, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-05/PR/10

5 1 10,400 1,351

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

Shop#242, IDB Bhaban, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-01/LT/26

5 1 33,000 4,955

7 Desktop 1 6-May-

15

Intimacy Computer & Solutions

Mirpur DOHS

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

30-Jun-19

Brand New


5 1 29,000 4,894

8 Desktop 5 26-May-

15


Mirpur DOHS


30-Jun-19

Brand New


5 1 162,500 29,205

9 Power Supply 3 2-Jun-15 Intimacy Computer & Solutions

Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-14/PS/05

5 1 9,000 1,652

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

Mirpur DOHS

Gause Pak Bhaban 28/G/1, Toyenbee

Circular Road, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-09/SC/06

5 1 8,000 1,468

Page | 59

11 Laptop 7 11-Jun-

15 Al-Madina Gadget Shop

Mirpur DOHS

3/5, Eastern Kamalpur, Dhaka.

30-Jun-19

Brand New


5 1 290,015 54,666

12 Desktop 1 15-Jun-

15 Power

Mirpur DOHS

8/2, Molaleb Plaza, Dhaka.

30-Jun-19

Brand New


5 1 35,800 6,827

13 Desktop 1 1-Nov-

15 A to Z Computer

Mirpur DOHS

28/A-1, Toyenbee Circulars Road,

Motijheel, Dhaka.

30-Jun-19

Brand New


5 1 24,000 6,404

14 Desktop 1 1-Nov-


Mirpur DOHS


30-Jun-19

Brand New


5 1 24,000 6,404

15 Desktop 1 1-Nov-


Mirpur DOHS


30-Jun-19

Brand New


5 1 24,000 6,404

16 Desktop 1 1-Nov-


Mirpur DOHS


30-Jun-19

Brand New


5 1 24,000 6,404

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

Shop No 102, IDB Bhaban, Dhaka.

30-Jun-19

Brand New


5 2 7,300 2,336

18 Cheque Scanner 1 16-Feb-

16 System Place Ltd

Mirpur DOHS

44 New Elephant Road, S. Market, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

10/CSC/01 5 2 85,000 27,666

19 Router 2 3-Mar-

16 Habib Electronics

Mirpur DOHS

43 Alom Arcade, Gulshan, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

13/RO/08 5 2 14,000 4,679

20 Router 1 3-Mar-

16 Sunflower Computers

Mirpur DOHS

Shop-545, Multiplan Center, Elephant Road,

Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

13/RO/10 5 2 9,000 3,008

21 Laptop 5 9-Mar-

16 Sunflower Computers

Mirpur DOHS

Shop-545, Multiplan Center, Elephant Road,

Dhaka.

30-Jun-19

Brand New


5 2 215,000 72,570

22 Laptop 2 4-Apr-16 Universal Computers

Mirpur DOHS

427, Maltiplan Center, Dhaka.

30-Jun-19

Brand New


5 2 98,400 34,615

23 Laptop 8 17-Apr-

16 PC Trade Computers

Mirpur DOHS

82, Laboratory Road, Dhaka.

30-Jun-19

Brand New


5 2 290,000 104,082

24 Note Book 1 23-Apr-

16

Intimacty Computer & Solutions

Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

03/NB/01 5 2 28,500 10,322

25 UPS 8 28-Apr-

16 One Source Solutions

Mirpur DOHS

58/3, Senpara Parbata, Mirpur Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

12/UP/10 5 2 32,000 11,678

26 Desktop 1 28-May-

16 Cyber Cominication

Mirpur DOHS

108, IDB Bhaban, Agargaon, Dhaka.

30-Jun-19

Brand New


5 2 40,000 15,255

27 Laptop 1 28-May-


Mirpur DOHS


30-Jun-19

Brand New


5 2 38,400 14,645

28 Scanner 1 27-Jun-

16 Cyber Cominication

Mirpur DOHS

108, IDB Bhaban, Agargaon, Dhaka.

30-Jun-19

Brand New


5 2 8,800 3,501

29 Desktop 3 14-Aug-

16 J.A.N Associates

Mirpur DOHS

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

30-Jun-19

Brand New


5 2 126,000 53,438

Page | 60

30 Monitor 3 14-Aug-

16

Intimacty Computer & Solutions

Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

04/MO/15 5 2 7,800 3,308


16


Mirpur DOHS


30-Jun-19

Brand New


5 2 24,000 10,218

32 Printer 1 19-Aug-

16


Mirpur DOHS

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

30-Jun-19

Brand New


5 2 7,580 3,236

33 Laptop 4 20-Aug-

16 Barnali Computers

Mirpur DOHS

IDB Bhaban Shop-302, Dhaka.

30-Jun-19

Brand New


5 2 164,000 70,093


16


Mirpur DOHS


30-Jun-19

Brand New


5 2 850,000 368,411

35 Printer 20 31-Aug-

16


Mirpur DOHS


30-Jun-19

Brand New


5 2 220,000 95,353

36 UPS 20 31-Aug-

16


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

12/UP/18 5 2 90,000 39,008

37 Laptop 2 24-Sep-

16


Mirpur DOHS


30-Jun-19

Brand New


5 2 126,000 56,268

38 Barcode Scanner 2 16-Oct-

16 Genaral Automation Ltd

Mirpur DOHS

Halcyon Height, 2/3 Mirpur Road, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

11/BSC/01 5 2 18,000 8,255

39 POS Printer 2 16-Oct-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

06/PPR/01 5 2 36,500 16,740

40 Display Unit 4 16-Oct-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

15/DU/01 5 2 42,000 19,262

41 Barcode Scanner 2 16-Oct-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

11/BSC/03 5 2 21,000 9,631

42 POS Printer 2 16-Oct-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

06/PPR/02 5 2 37,000 16,969

43 Barcode Printer 2 16-Oct-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/C.A-

07/PPR/01 5 2 56,000 25,683

44 Laptop 3 18-Jan-

17 MAX Group

Mirpur DOHS

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

30-Jun-19

Brand New


5 3 96,000 48,973

45 Colour Printer 1 18-Jan-

17 Rishit Computers

Mirpur DOHS

223/5, IDB Bhaban, Dhaka.

30-Jun-19

Brand New

China ITIL/C.A-

08/CPR/01 5 3 10,700 5,458

46 Printer 1 8-Mar-

17 Hitech professionals

Mirpur DOHS

SGR-1 & 8, IDB Bhaban, Dhaka.

30-Jun-19

Brand New


5 3 9,600 5,155

47 Scanner 2 8-Mar-

17 Hitech Professionals

Mirpur DOHS

Shop-SGR 1&8, IDB, Dhaka.

30-Jun-19

Brand New


5 3 9,200 4,940

Page | 61

Electrical Equipment

48 Air Conditioner 7 17-Dec-

13 Max Marketing

Mirpur DOHS

72, Mohakhali, C/A, Dhaka.

30-Jun-19

Brand New

U.S.A ITIL/EE-

01/AC/01 10 4 685,000 305,529

49 Air Conditioner 9 12-Jan-

14 Max Marketing

Mirpur DOHS


30-Jun-19

Brand New

U.S.A ITIL/EE-

01/AC/08 10 5 780,000 353,458

50 Air Conditioner 5 10-Apr-

14 Max Marketing

Mirpur DOHS


30-Jun-19

Brand New

U.S.A ITIL/EE-

01/AC/17 10 5 260,000 124,088

51 Air Conditioner 2 7-May-

15 Max Marketing

Mirpur DOHS


30-Jun-19

Brand New

U.S.A ITIL/EE-

01/AC/22 10 6 175,000 102,315

52 Air Conditioner 1 21-Apr-

16 Cool & Care Service Ltd.

Mirpur DOHS

55 Purana Palton, Dhaka.

30-Jun-19

Brand New

U.S.A ITIL/EE-

01/AC/24 10 7 39,000 26,541

53 Fridge 1 9-Feb-14 Butterfly Marketing Ltd.

Mirpur DOHS

99, Mohakhali,C/A, Dhaka.

30-Jun-19

Brand New

Japan ITIL/EE-

02/FR/01 10 5 40,000 18,433

54 Fridge 1 1-Jun-14 Butterfly Marketing Ltd.

Mirpur DOHS

99, Mohakhali,C/A, Dhaka.

30-Jun-19

Brand New

Japan ITIL/EE-

02/FR/02 10 5 42,825 21,049

55 Fridge 1 10-Jul-

14 Max Marketing

Mirpur DOHS


30-Jun-19

Brand New

Japan ITIL/EE-

02/FR/03 10 5 44,345 22,270

Electric Installation

56 Networking Cable Seficiant

8-Jan-15 Newaz Electric Company

Mirpur DOHS

50,A/A,2nd colony,Mazar

Road,Mirpur-1, Dhaka.

30-Jun-19

Brand New

China ITIL/EI-

07/NC/02 5 1 22,630 2,356


10-May-15

Newaz Electric Company

Mirpur DOHS

50,A/A,2nd colony,Mazar

Road,Mirpur-1, Dhaka.

30-Jun-19

Brand New

China ITIL/EI-

07/NC/03 5 1 20,653 3,531

58 Silling Fan 2 25-May-

15 Nishan Electronics

Mirpur DOHS

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

30-Jun-19

Brand New

China ITIL/EI-

01/SF/23 5 1 8,000 1,433

59 Finger Printer 1 18-Jan-

16 Genaral Automotion Ltd

Mirpur DOHS


30-Jun-19

Brand New

China ITIL/EI-

05/FP/01 5 2 34,350 10,634

60 Bar Code Reader 1 17-Feb-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/EI-

06/BCR/01 5 2 19,500 6,358

61 Stand Fan 1 20-Apr-

16 Sayed Electric House

Mirpur DOHS

98/A, East Rajabazer, Dhaka.

30-Jun-19

Brand New

China ITIL/EI-

03/STF/01 5 2 4,520 1,630

62 Stand Fan 1 26-Jun-

16 Capricon Computers

Mirpur DOHS

74 Laboratory Road, Lily Arcade, Dhaka.

30-Jun-19

Brand New

China ITIL/EI-

03/STF/02 5 2 4,900 1,947

63 Bar Code Reader 2 16-Oct-


Mirpur DOHS


30-Jun-19

Brand New

China ITIL/EI-

06/BCR/02 5 2 56,000 25,683


30-Jun-18

Maa Electronics BDBL Bhaban

Section-12, Block-D, Line-21, House-28, Mirpur, Dhkaka-12

30-Jun-19

Brand New

China ITIL/EI-

07/NC/04 5 4 37,734 30,167

Furniture and Fixtures

Page | 62

65 Notice Board 3 20-Aug-

13 Milenium Papers & stationary

Mirpur DOHS

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

Dhaka-1216.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-01/NB/01

10 4 10,000 4,134

66 White Board 5 5-Oct-13 Milenium Papers & stationary

Mirpur DOHS

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

Dhaka-1216.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-02/WB/01

10 4 10,000 4,260

67 Front Desk 1 21-Nov-

13 Zahir & Brothers

Mirpur DOHS

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

30-Jun-19

Brand New

Bangladesh

ITIL/FF-03/FD/01

10 4 30,000 13,167

68 Sr. Executive Table

1 23-Nov-

13 Aziz Furniture & Co.

Mirpur DOHS

822/A Shawrapara, Begum Rokeya Sarani,

Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-04/BC/01

10 4 30,000 13,184

69 Desk Chair 10 24-Nov-

13 Islam Trading Corporation

Mirpur DOHS

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

Shawrapara, Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/01

10 4 25,000 10,993

70 File Rake 2 28-Nov-

13 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-07/FR/01

10 4 20,000 8,816

71 Executive Chair 4 4-Jan-14 Zahir & Brothers Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/01

10 5 20,000 9,019

72 Desk Chair 5 7-Jan-14 Islam Trading Corporation

Mirpur DOHS



30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/11

10 5 16,000 7,228

73 Sofa Set 1 12-Feb-


Mirpur DOHS


Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-08/SS/01

10 5 62,000 28,622

74 Office Table 3 13-Feb-

14 Furniture Concept & Intorior Ltd.

Mirpur DOHS

220/5/1 West Kafrul, Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-09/OT/01

10 5 60,000 27,715

75 Desk Chair 6 13-Mar-


Mirpur DOHS



30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/16

10 5 20,000 9,392

76 Front Desk 1 16-Mar-

14 Sumon Enterprise

Mirpur DOHS

18/2 Mohammadpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-03/FD/02

10 5 12,000 5,645

77 Desk Chair 3 18-Mar-


Mirpur DOHS



30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/22

10 5 9,000 4,239

78 Ececutive Table 20 17-Apr-

14 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-10/ET/01

10 5 287,600 137,812

79 Almirah 6 23-Apr-


Mirpur DOHS


Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-11/AL/01

10 5 180,000 86,548

Page | 63

80 Sr. Executive Chair 5 23-Apr-

14 UTV Furniture

Mirpur DOHS

135, Shawrapara, Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-12/BC/01

10 5 135,000 64,911

81 Executive Chair 10 5-May-

14 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/05

10 5 75,000 36,308

82 Conference Table 1 14-May-


Mirpur DOHS


Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-13/CT/01

10 5 150,000 72,986

83 Sr. Executive Table

5 14-May-


Mirpur DOHS


Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-04/BC/02

10 5 258,000 125,536


14 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/15

10 5 61,000 29,748

85 Side Drawer 12 26-Nov-


Mirpur DOHS


Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-13/SD/01

10 6 70,000 44,819

86 Sr. Executive Chair 2 26-Nov-

15 UTV Furniture

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-12/BC/06

10 6 48,000 30,733

87 Executive Chair 5 26-Nov-

15 UTV Furniture

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/22

10 6 32,000 20,489

88 Desk Chair 15 21-Jan-


Mirpur DOHS



30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/25

10 6 45,000 25,003

89 Plastic Chair 20 21-Jan-

15 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-14/PC/01

10 6 10,000 5,556

90 Desk Chair 20 6-May-

15 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/40

10 6 120,325 70,316


15 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/27

10 6 17,000 9,935

92 Office Table 3 9-Mar-

16 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-09/OT/04

10 7 52,600 35,177

93 Executive Chair 12 9-Mar-

16 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/29

10 7 102,000 68,214

94 Executive Chair 18 9-Mar-

16 Zahir & Brothers

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/41

10 7 95,400 63,800

95 Side Drawer 20 20-Apr-


Mirpur DOHS


Mirpur, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/FF-13/SD/13

10 7 132,500 90,136

96 Executive Chair 10 20-Apr-

16 UTV Furniture

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-06/EC/59

10 7 84,000 57,143

97 Sr. Executive Chair 1 20-Apr-

16 UTV Furniture

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/FF-12/BC/08

10 7 23,500 15,986

Page | 64

98 Desk Chair 2 30-Jun-


BDBL Bhaban



30-Jun-19

Brand New

Bangladesh

ITIL/FF-05/DC/26

10 9 6,500 5,848

Office Decoration

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

Mirpur DOHS

147/C, Green Point Society, Dhaka.

30-Jun-19

Brand New

Bangladesh

ITIL/OD/01 10 4 1,309,833 556,589

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

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/OD/02 10 5 1,160,167 553,384

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

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/OD/03 10 5 250,000 129,658

102 Office Decoration N/A 13-Oct-

14 Archiform (Pvt.) Ltd.

Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/OD/04 10 5 1,422,000 751,128

103 Office Decoration N/A 26-May-


Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/OD/05 10 7 230,000 158,732

104 Office Decoration N/A 30-Jun-


Mirpur DOHS


30-Jun-19

Brand New

Bangladesh

ITIL/OD/06 10 7 835,000 584,271

105 Office Decoration N/A 30-Jun-

18 Good Luck Engineering Co.

BDBL Bhaban

151/7 Green Road, Dhaka-1205.

30-Jun-19

Brand New

Bangladesh

ITIL/OD/06 10 9 324,143 291,640

Office Equipment

106 Telephone Set 1 17-Nov-

13 Mitali Variety Super Shop

Mirpur DOHS

Shop-75, Capital Market, Dhanmondi,

Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/01 10 4 3,800 1,664

107 Telephone Set 1 5-Dec-13 Mitali Variety Super Shop

Mirpur DOHS


Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/02 10 4 2,000 885

108 Water Filter 1 9-Dec-13 Mitali Variety Super Shop

Mirpur DOHS


Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

03/WF/01 10 4 12,000 5,326

109 Telephone Set 1 9-Dec-13 Mitali Variety Super Shop

Mirpur DOHS


Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/03 10 4 2,000 888

110 Telephone Set 12 25-May-

14 Mitali Variety Super Shop

Mirpur DOHS


Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/04 10 5 20,000 9,792

111 Telephone Set 13 7-Aug-14 Sharif Sanitary Mirpur DOHS

218,Shenpara Porbota,Mirpur,Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/16 10 5 22,350 11,395

112 Television 4 23-Feb-

15 Max Marketing

Mirpur DOHS


30-Jun-19

Brand New

Korea ITIL/OE-

02/TV/01 10 6 236,000 133,259

113 Water Filter 2 20-Apr-

15 Bikrompur Hardwar & Paint

Mirpur DOHS

Plot-163,Block-e, Lalmatia,Section-11,

Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

03/WF/02 10 6 4,580 2,656

Page | 65

114 Telephone Set 5 9-Jun-15 Mobile Corner Mirpur DOHS

Shop no-103,(Gr,Floor)Sankar

Plaza,Dhanmondi,Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/29 10 6 16,500 9,796

115 Telephone Set 4 20-Apr-

16 Shilpi Verity Store

Mirpur DOHS

Dukbangla Market, Gaibandha.

30-Jun-19

Brand New

China ITIL/OE-

01/TS/34 10 7 11,000 7,483

116 Server Rack 1 1-Jun-16 Gazi Comunication Ltd

Mirpur DOHS

37/2, Birprotik G. Dostogir Road, P.

Pultan, Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

04/SR/01 10 7 10,500 7,264

117 Vartical (at Sft) 248.7 17-Jul-

16 Artistic Interior

Mirpur DOHS

H-47/1-A, Biruttam Z. Sarak, Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

05/VR/01 10 7 16,165 11,386

118 Cash Drawer 4 16-Oct-

16 General Automation

Mirpur DOHS


30-Jun-19

Brand New

China ITIL/OE-

06/CD/01 10 7 24,000 17,504

119 Weighting Scale 12 16-Oct-

16 General Automation

Mirpur DOHS


30-Jun-19

Brand New

China ITIL/OE-

07/WS/01 10 7 826,500 602,779

120 IPS 1 8-Mar-

17 Meghna Tyre & Battery

Mirpur DOHS

CH- 80, Uttar Badda, Dhaka.

30-Jun-19

Brand New

China ITIL/OE-

08/IPS/01 10 8 33,000 25,360

Server

121

ERP.- Windows-2012/ Oracle; e-Recruit.- Windows-2012/ SQL/ Test

1 22-Aug-

16 One Source Solutions

Mirpur DOHS


30-Jun-19

Brand New

U.S.A ITIL/SV/ERP

./01 4 3 1,000,000 285,616

122

CBS- Windows-2012/ Oracle; IBS- Windows-2008 R2/ SQL-2008; Recon.- Windows-2012/ Oracle

1 4-Aug-16 One Source Solutions

Mirpur DOHS


30-Jun-19

Brand New

U.S.A ITIL/SV/Rec

on/01 4 1 1,012,500 276,704

123

Remit- Windows-2012/ SQL- 2008; LIMS, DNE, DSB/ SQL- 2008; SME Loan Monitoring System/ SQL

1 4-Aug-16 One Source Solutions

Mirpur DOHS


30-Jun-19

Brand New

U.S.A ITIL/SV/SM

E/01 4 1 1,012,500 276,704

Page | 66

(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.

There is no machineries required to be bought by the issuer except those as discussed under use of proceeds

at chapter XXII of this prospectus.

(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost

estimates given shall also be mentioned;

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 machineries being brand new

Infinity Technology International Ltd is an Information Technology Enabled Services (ITES) provider company having no plant and machineries of manufacturing nature in the operation process. However, the company uses some equipment in its operation process. Based on the equipment schedule of the company, we do hereby declare that all the equipment of the company were purchased in brand new condition. There are no re-conditioned or second-hand equipment installed in the company.

Sd/-

Place : Dhaka M M Rahman & Co.

Date: October 12, 2019 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.

Page | 67

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission;

Physical Verification Report on Infinity Technology International Limited

Visited and Accompanied by:

Visited and Accompanied by

Name Designation and Institutions

Visited by

Mr. Md. Sohel Rahman Chief Executive Officer (Additional Charge) ICB Capital Management Ltd.

Mr. Mohammad Saleh Ahmed Chief Executive Officer IIDFC Capital Limited

Mrs. Swapna Roy Senior Executive Officer ICB Capital Management Ltd.

Mr. Md. Musfiqur Rahman Manager IIDFC Capital Limited

Mr. A.S.M. Monjur Morshed Executive Officer ICB Capital Management Ltd.

Muhammad Arif Khan Programmer ICB Capital Management Ltd.

Accompanied by

Mr. K.M. Rahmatullah Managing Director Infinity Technology International Limited

Mr. Md. Hamidur Rahman (Sohel) Deputy General Manager Infinity Technology International Limited

Mr. Md. Foysal Hossain Chief Financial Officer Infinity Technology International Limited

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 1,000,000,000.00

Paid up Capital [as on June 30, 2019] 390,000,000.00

IPO Size (BDT) 300,000,000.00

Face Value (BDT) 10.00

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 #673, (Level-3), Road # 10, Avenue # 6, Mirpur DOHS, Dhaka-1216, Bangladesh

Page | 68

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:

Infinity Core Banking Solution (CBS, Infinity 365)

CBS for Commercial Banks

CBS for Non-Banking Financial Institutions & SME’s

Payment Gateway & Remittance Solution (Remit Infinity)

Infinity Human Resource management & Provident Fund Management Solutions

Infinity Enterprise Resource Planning Solutions (ERP)

Infinity Reconciliation System

Infinity Banking Solution (IBS)

Infinity DNA Bank Solutions

Infinity e-Recruitment System

Infinity e-Admission System

Description of Properties: After physically visit to the following locations, among others, we have identified the major equipment of Infinity Technology International Limited (ITIL) are as follows: a. Computer and Accessories:

Item Name Registered Office Corporate Office Out of Office Total

Desktop 1 13 3 17

Monitor 1 13 3 17

Printer 2 5

7

Laptop 9 14 17 40

Power Supply - - - -

Scanner 1 2 - 3

Cheque Scanner 1 - - 1

Router 1 2 - 3

Note Book

1 - 1

UPS 1 3 - 4

Barcode Scanner - 1 - 1

POS Printer - - - -

Display Unit - - - -

Colour Printer 1 1 - 2

Page | 69

b. Electrical Equipment:


Air Conditioner 4 4 - 8

Refrigerator

3 - 3

c. Electric Installation:


Networking Cable Sufficient sufficient - -

Celling Fan 6 10 - 16

Finger Printer - 1 - 1

Bar Code Reader - 1 - 1

Barcode Printer - - - -

Stand Fan - 1

1

d. Furniture and Fixtures:


Notice Board - 1 - 1

White Board 2 2 - 4

Front Desk 1 1 - 2

Senior Executive Chair 1 5 - 6

Senior Executive Table 1 2 - 3

Almirah 1 3 - 4

Conference Table 1 1 - 2

Desk Chair 16 34 - 50

Executive Table 2 11 - 13

Office Table 8 6 - 14

Plastic Chair - 6 - 6

Executive Chair 9 10 - 19

File Rake 3 7 - 10

Side Drawer 5 12 - 17

Sofa Set - 1 - 1

e. Office Equipment:


Telephone Set 2 9 - 11

Television - 2 - 2

Server Rack - 1 - 1

Water Filter 1 - - 1

Vertical (at Sft) - - - -

Weighting Scale - - - -

Cash Drawer - - - -

IPS - 1 - 1

Page | 70

f. Server:

Item Name Registered Office

Corporate Office

Out of Office

Total

CBS- Windows-2012/ Oracle; IBS- Windows-2008 R2/ SQL-2008; Recon.- Windows-2012/ Oracle

1 2 1 4

ERP.- Windows-2012/ Oracle; e-Recruit.- Windows-2012/ SQL/ Test

- 2 - 2

Remit- Windows-2012/ SQL- 2008; LIMS, DNE, DSB/ SQL- 2008; SME Loan Monitoring System/ SQL

- 1 - 1

g. 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. It is also mentionable here that during our visit, we also checked inventory register, attendance register and found it satisfactory. It is also mentionable that, total no. of employee of ITIL is 262(permanent and contract basis employee) as per audited financial statements as on 30 June 2019. The Signboard of the company is well displayed at its registered office and corporate office of ITIL. We also noticed that all equipment’s of Infinity Technology International Limited are in good running. h. Land:

Location Anirban Housing Project at Baluchar, Sirajdikhan, Munsiganj

Area of land (As per Mutation Khatian) 20 kathas

Signboard in company’s name Yes

Road beside the land Yes

Uses of Land unused

Sd/- Sd/-

Mr. Md. Musfiqur Rahman

Mr. Mohammad Saleh Ahmed Manager




Sd/- Sd/-

Muhammad Arif Khan Mr. A.S.M. Monjur Morshed Programmer Executive Officer

ICB Capital Management Ltd. ICB Capital Management Ltd.

Sd/- Sd/-

Mrs. Swapna Roy Mr. Md. Sohel Rahman Senior Executive Officer Chief Executive Officer (Additional Charge)

ICB Capital Management Ltd. ICB Capital Management Ltd.

Date: 17-10- 2019

Page | 71

(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the

property, whether the same are legally held by the issuer and whether all formalities in this regard

have been complied with;

S/N Particulars Reg. No. Date Expected

working life

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.

(xv) 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:

Page | 72

Revenue and Results from operation:

Summary of financial, operating and other information are as follows:

Amount in BDT


Restated Restated Restated Restated

RESULT FROM OPERATION

Revenue 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Cost of Sales 25,076,805 25,551,029 26,205,504 23,416,703 24,139,390

Gross Profit 36,089,239 32,908,817 61,075,158 80,353,467 98,514,548

Office & administrative expenses 16,244,352 19,886,445 27,226,493 21,271,623 22,586,931

Profit from Operation 19,844,887 13,022,372 33,848,665 59,081,844 75,927,617

Other Income 476,751 415,398 296,182 764,262 1,262,976

Financial Expenses 1,811,142 1,325,047 860,990 2,400,000 2,400,000

Workers' Profit Participation Fund(WPPF) 881,452 576,796 1,584,943 2,735,529 3,561,456


Income Tax 166,863 145,389 196,013 267,492 442,042


CHANGES IN FINANCIAL POSITION

Non-Current Assets 445,452,388 406,218,475 383,795,545 338,117,487 310,988,561

Current Assets 146,269,875 168,272,914 174,669,530 139,305,745 101,976,822

Total Assets 591,722,263 574,491,389 558,465,075 477,423,232 412,965,383

Total equity 537,046,313 519,584,132 508,193,594 376,782,483 302,339,398

Non-Current liabilities - - - 63,704,113 71,604,934

Current Liabilities 54,675,950 54,907,257 50,271,481 36,936,635 39,021,051

Total Liabilities 54,675,950 54,907,257 50,271,481 100,640,748 110,625,985

Total Equity & Liabilities 591,722,263 574,491,389 558,465,075 477,423,232 412,965,383

CHANGES IN CASH FLOWS

Net Cash Used in Operating Activities 41,809,773 32,801,009 25,618,877 67,927,999 68,462,999

Net Cash Used in Investing Activities (44,743,396) (66,016,195) (45,331,008) (53,627,335) (53,627,335)

Net Cash Flow from Financing Activities - 36,295,887 12,099,179 (10,102,287) (10,102,287)

(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

30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15


Internal Sources of Cash

Share Capital 390,000,000 300,000,000 300,000,000 200,000,000 180,000,000


Sub-Total 537,046,313 519,584,132 508,193,594 376,782,483 302,339,398

External Sources of Cash

Long-term Loan - - - 63,704,113 71,604,934

Short-term Loan - - -

Sub-Total - - - 63,704,113 71,604,934

Grand Total 537,046,313 519,584,132 508,193,594 440,486,596 373,944,332

Page | 73

(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



Revenue 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Cost of Sales 25,076,805 25,551,029 26,205,504 23,416,703 24,139,390

Office & administrative expenses 16,244,352 19,886,445 27,226,493 21,271,623 22,586,931


Causes for changes:

Year Revenue Cost of Sales Operating expenses Net profit

30-Jun-19

Due to better sales effort

and diversification to new

product (ERP) sales to

different customer and

tendered job from

Bangladesh Navy.

Cost decreased from

by % due to increased

income from some

software where direct

cost does not increase

eg. The Remit Infinity.

Full Impact of cost

cutting efforts finally

materialized during

this year.

Accordingly % of

profit increased as

cumulative effect of

cost cutting from the

previous years.

30-Jun-18

Revenue decreased mainly

due no. of branches in

operated through IBS

reduced due to migration.

Cost decreased from

by % due to IBS

software where direct

cost did not increase.

Full Impact of cost

cutting efforts

materialized during

this year.

Accordingly % of

profit decreased as

effect of revenue

decreased.

30-Jun-17


due no. of branches in

operated through IBS

reduced due to migration.

Cost increased by %

due to new project

data entry and

increased

amortization of

intangible assets.

Expenses increase for

additional software

customization during

this year.

Accordingly % of

profit decreased as

effect of revenue

decreased.

30-Jun-16


for no new sales of CBS

software and no. of

branches in operated

through IBS seduced due to

migration.

Cost decreased by %

of expenses of new

project data entry is

minimized.

Expenses decrease for

develop online

support established

during this year.

Accordingly % of

profit decreased as

effect of revenue

decreased.

(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;

Page | 74

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.

(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

2015 2015-16 Assessment of the assesse has been completed for the assessment year 2015-2016 U/S- 82BB & tax paid in full.




2019 2019-20 Assessment of the assesse has not yet been completed for the assessment year 2019-2020 U/S- 82BB.

Income of the company earned from Information Technology Enabled Services (ITES) is fully exempted from

income tax up to June 30, 2024.

Page | 75

(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;

The Company considers its human resources as the most valuable assets and the profitability of company largely depends on the efficient & effective productivity of human resources. The Company provides facilities and incentives to motivate employees for its continued profitability and prosperity. The following benefits and related scheme are applicable for company’s permanent payroll employees: Yearly Increment:

Upon management approval and salary brackets or scales, annual increments on basic salaries may be given to employees.

Allowances: According to pay scales, allowances are given for expenses such as house rent, conveyance, medical expense and mobile phone facility, weekly free medical checkup.

Festival Bonus: Two festival bonus is paid to each employee.

WPPF: The Company provides 5% of its net profit before tax after charging such expense as Workers' Profit Participation in accordance with Bangladesh Labour (Amendment) Act, 2013.

(m) Break down of all expenses related to the public issue; Sl.No. Particulars Nature of Expenditure Amount in BDT

A.

ISSUE MANAGEMENT FEES 6,900,000

Manager to the Issue Fee:

Maximum 2.00% on the public offer amount 6,000,000 IIDFC Capital Limited


VAT against Issue Management Fees @ 15% on Issue Management Fees 900,000

B.

LISTING RELATED EXPENSES 3,060,000

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)

2,270,000

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)

690,000

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 712,000

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 103,500

Page | 76

F.

PRINTING AND POST IPO EXPENSES 4,603,000

Publication of Prospectus Estimated (to be paid at actual) Approximate

3,000 Copy @ Tk.250.00 600,000

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) 353,000

Lottery Conducting Expenses & BUET Fee

Estimated (to be paid at actual) 1,000,000

Data Processing and Share Software Charge

Estimated (to be paid at actual) 2,000,000

Courier Expenses Estimated (to be paid at actual) 150,000

Administrative & Stationary Expense Estimated (to be paid at actual) 200,000

GRAND TOTAL (A+B+C+D+E+F) 17,250,000

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

(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.

Page | 77

(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 June 30, 2019:

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

Allotment at 3rd Bonus (3

for 10) 26.06.2019

Re

aso

ns

for

the

issu

e

Co

nsi

de

rati

on

&

Val

uat

ion

Be

ne

fits

fro

m t

he

issu

e

Issu

e P

rice

1 Mr. A.S.M. Jamaluddin Chairman 693,000 560,000 438,000

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-

inve

stm

ent

10

/=

2 Mr. K.M. Rahmatullah Managing Director

693,000 560,000 438,000

3 Mr. A.S.M. Ashrafuddin Director 693,000 560,000 438,000

4 Mr. K.M. Obaidullah Director 693,000 560,000 438,000

5 Mr. A.S.M. Kamaluddin Director 693,000 560,000 438,000

6 Mr. K.M. Ahsanullah Director 693,000 560,000 438,000

7 Mr. A.S.M. Shihabuddin Director 693,000 560,000 438,000

8 Mr. K.M. Barkatullah Director 693,000 560,000 438,000

9 Mr. A.S.M. Shahabuddin Director 693,000 560,000 438,000

10 Mr. K.M. Hamidullah Director 693,000 560,000 438,000

11 Ferdous Sharmina Osman Shareholder 1,138,500 920,000 621,000

12 Abeda Parveen Shareholder 1,138,500 920,000 621,000

13 Gazi Munibur Rahman Shareholder 198,000 160,000 108,000

14 Ruby Ahmed Shareholder 99,000 80,000 -

15 Saima Ahmed Shareholder 99,000 80,000 54,000

16 Asif Ahmed Shareholder 99,000 80,000 54,000

17 Nasiha Ahmed Shareholder 99,000 80,000 54,000

18 Hemayet Uddin Ahmed Shareholder 29,700 24,000 16,200

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 16,200

22 Adnan Hyder Yusuf Shareholder 75,600


Shareholder 360,000

24 BMSL Investments Limited Shareholder 240,000


Shareholder 15,000

26 Prilink Securities Ltd. Shareholder 30,000

27 Farida Banu Shareholder 60,000

28 Dr. Md. Abu Syed Tito Shareholder 90,000

29 Dr. Md. Zahirul Islam Shareholder 30,000

30 Md. Gias Uddin Shareholder 15,000


Shareholder 150,000

Page | 78

32 Md. Habibur Rahman Shareholder 75,000

33 A.N.M Yeahea Shareholder 150,000

34 Haseeb Ahmed Shareholder 75,000

35 Azmat Niaz Shareholder 75,000

36 Bangladesh Ship Breaking Ltd.

Shareholder 150,000

37 Al-Haj Abdul Malek Mollah Shareholder 75,000

38 Shegufta Rahman Prima Shareholder 75,000

39 Rukhna Rahman Tasha Shareholder 75,000

40 Mr. Salim Rahman Shareholder 150,000

41 Abdus Samad Shareholder 300,000

42 Mr. Proshanta Kumar Halder

Shareholder 300,000

43 Dr. Shafinaz Islam Shareholder 90,000

44 Md. Mamunur Rashid Shareholder 30,000

45 Parkway Holdings Ltd. Shareholder 30,000

46 Md. Mustafa Shareholder 45,000

47 Ms. Nusrat Hafiz Shareholder 15,000

48 Dr.Mohammad Shariful Islam

Shareholder 15,000

49 Dr.A.K.M.Masud Shareholder 15,000

50 Dr.Md.Mostofa Akbar Shareholder 6,000

51 Md. Shah Alam Mirdha Shareholder 6,000

52 Aninda Iqbal Shareholder 6,000

53 Kazi Amira Hossain Shareholder 15,000

54 Md. Shahidullah (Shyamol)

Shareholder 84,000

55 Subir Mohajan Shareholder 6,000

56 Md. Abdul Halim Shareholder 7,500

57 Soumen Saha Shareholder 16,500

58 Mohammad Tanvirul Islam Shareholder 93,000

59 S.M.Emdadul Hoque Shareholder 30,000

Total

9,900,000 8,000,000 9,000,000

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 M M Rahman & Co. Dated: October 12, 2019 Chartered Accountants

(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

Page | 79

(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; Business Strategies: Key Business strategies of ITIL are as follows:

1. Towards building enduring and sustainable relationship with businesses and consumers, ITIL Introduce new and innovative products and technology.

2. 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.

3. 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 ITIL to concentrate on its core competencies for excellence.

4. Increase organizational capacity and competence to enhance our already existing reputation of

being a “reliable IT brand” amongst the financial institutions, local and international conglomerates and MNCs.

5. Explore the newest technologies and build one of the best tech R&D teams of Bangladesh.

6. Ensure premium international standard of service delivery, quality management and increase

organizational capacity to adapt to international IT best practices.

7. Increase communication and relationship with like-minded organizations, service providers, vendors and other concerned stakeholders.

8. Build sustainable, long-lasting and fruitful business relationship with investors.

Future plans: In persuasion of aforesaid Strategies ITIL and its experienced team have been working insistently keeping in consideration future as well. ITIL has expansion project namely BMRE for infrastructure Development, Data Center Setup, Training Center setup and Call Center setup in different locations by using IPO proceeds.

Page | 80

Projected statement of financial position, compressive statement of income and earnings per share for the next three accounting years: Following prospective financial information is prepared considering some assumptions however, the valued investors are advised to note that, the actual results of the entity’s operations and financial condition may differ from this projected financial statements. Significant Assumptions

The projected financial statements have been prepared on the underlying assumptions.

(Each year’s calculation is made comparing with respective previous year.)

New Projects

Assumption

Indicator Assumption’s Basis

Year

Ended

30 Jun

2020

Year

Ended

30 Jun

2021

Year

Ended

30 Jun

2022

Year

Ended

30 Jun

2023

Year

Ended

30 Jun

2024

Revenue

increase

Revenue will be increased due to new

qualitative products and services,

increasing capacity, and market

demand.

- Operation

started 51% 43% 31%

Cost of sales

increase

Cost of sales will be increased in line

with increased revenue and efficiency. -

Operation

started 10% 10% 10%

Administrative

expenses

increase

For the FY 2018-19 only IPO Expenses

will be there. There will be substantial

expenses in the 1st year of operation

which will be decreased year over

year due to increased efficiency.

Only IPO

expenses

Operation

started 10% 10% 10%

Property, plant

and equipment

addition

Capital expenditure will be incurred

during FY 2018-19 for infrastructure

development from IPO proceeds.

BDT

170.95

Million

- - - -

Intangible

assets addition

Capital expenditure for product

development will commence on the

FY 2018-19 from IPO proceeds and

will be completed by FY 2019-20.

-

BDT

111.80

Million

- - -

Capital work in

progress

There will be some incomplete capital

expenditures for product

development at the end of the FY

2019-20 which will be completed and

capitalized by the FY 2020-21.

BDT

55.90

Million

- - - -

Paid-up capital

increase

Paid-up capital will be increased

through IPO proceeds.

BDT

30.00

Million

- - - -

Dividend Dividend is not considered here as the

decision is not predetermined. - - - - -

Cost of capital Represents the minimum return

expected by the company. - 10% 10% 10% 10%

Page | 81

Existing Projects

Assumption Indicator

Assumption’s Basis Year Ended 30 Jun 2020

Year Ended 30 Jun 2021




Revenue increase

Assumed same as FY 2018-19.

5% 5% 0% 0% 0%

Cost of sales increase


5% 5% 5% 5% 5%

Administrative expenses increase


5% 5% 5% 5% 5%

PROJECTED STATEMENT OF FINANCIAL POSITION

Consolidated

As at

30 Jun 2019 As at

30 Jun 2020 As at

30 Jun 2021 As at

30 Jun 2022 As at

30 Jun 2023 As at

30 Jun 2024

Audited

Projected

Projected

Projected

Projected

Projected

ASSETS

Property, plant and equipment

53,316,683

218,935,015

198,116,513

179,379,861

162,516,875

147,340,188

Intangible assets

379,046,218

397,998,529

525,031,892

530,281,736

536,612,323

544,077,689 Capital work in progress

13,089,487

68,948,436

-

-

-

-

Non-current assets

445,452,388

685,881,980

723,148,405

709,661,597

699,129,198

691,417,877

Trade and other receivables

131,813,375

130,131,034

161,108,751

191,337,884

199,920,175

230,582,359

Advances, deposits and prepayments

8,978,786

8,978,786

8,978,786

8,978,786

8,978,786

8,978,786

Accrued interest income

85,990

100,118

105,124

110,380

115,899

121,694 Cash and cash equivalents

5,391,724

59,941,724

35,719,360

115,941,853

283,536,175

496,677,735

Current assets

146,269,875

199,151,662

205,912,021

316,368,902

492,551,035

736,360,574

Total assets

591,722,263

885,033,641

929,060,425

1,026,030,499

1,191,680,233

1,427,778,451

EQUITY AND LIABILITIES

Share capital

390,000,000

690,000,000

690,000,000

690,000,000

690,000,000

690,000,000

Retained earnings

147,107,701

146,480,100

187,496,475

278,772,844

434,668,944

656,839,455

Total equity

537,107,701

836,480,099

877,496,474

968,772,844

1,124,668,943

1,346,839,455

Trade and other payables

37,460,672

29,551,194

27,345,278

26,977,359

29,666,531

36,135,668 Provision for expenses

1,464,236

1,464,236

1,464,236

1,464,236

1,464,236

1,464,236

Provision for WPPWF

15,522,791

17,362,906

22,570,472

28,622,895

35,677,700

43,126,128 Provision for income tax

166,863

175,206

183,966

193,165

202,823

212,964

Current liabilities

54,614,562

48,553,542

51,563,951

57,257,655

67,011,290

80,938,996

Total equity and liabilities

591,722,263

885,033,641

929,060,425

1,026,030,499

1,191,680,233

1,427,778,451

Net asset value per share

13.77

12.12

12.72

14.04

16.30

19.52

Page | 82

PROJECTED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Consolidated

Particulars 1 Jul 2018 to

1 Jul 2019 to

1 Jul 2020 to

1 Jul 2021 to

1 Jul 2022 to

1 Jul 2023 to

30 Jun 2019

30 Jun 2020

30 Jun 2021

30 Jun 2022

30 Jun 2023

30 Jun 2024

Audited

Projected

Projected

Projected

Projected

Projected

Revenue

61,166,044

64,224,346

183,455,563

242,350,563

317,447,063

395,223,913 Cost of sales

(25,076,805)

(26,330,645)

(99,051,929)

(103,314,212)

(108,191,961)

(113,368,225)

Gross profit

36,089,239

37,893,700

84,403,634

139,036,351

209,255,102

281,855,688 Office and administrative expenses

(16,244,352)

(34,306,569)

(39,996,046)

(41,369,260)

(42,873,794)

(44,509,948)

Profit from operations

19,844,887

3,587,131

44,407,589

97,667,091

166,381,308

237,345,740

Finance income

476,751

500,589

525,618

551,899

579,494

608,469

Profit/(loss) before finance cost

20,321,638

4,087,720

44,933,207

98,218,990

166,960,801

237,954,208

Finance Cost

(1,746,684)

(1,862,735)

(2,094,049)

(2,596,596)

(3,476,900)

(4,870,802)

Profit before contribution to WPPWF

18,574,954

2,224,985

42,839,158

95,622,394

163,483,901

233,083,406

Contribution to WPPWF

(884,522)

(105,951)

(2,039,960)

(4,553,447)

(7,784,948)

(11,099,210)

Profit before income tax

17,690,432

2,119,034

40,799,198

91,068,947

155,698,953

221,984,196

Income tax expense

(166,863)

(175,206)

(183,966)

(193,165)

(202,823)

(212,964)

Profit for the period/year

17,523,569

1,943,828

40,615,232

90,875,782

155,496,130

221,771,232

Other comprehensive income

-

-

-

-

-

-

Total comprehensive income for the period/year

17,523,569

1,943,828

40,615,232

90,875,782

155,496,130

221,771,232

Basic earnings per share (face value BDT 10)

0.45

0.05

0.59

1.32

2.25

3.21

Page | 83

Projected statement of cash flows New projects

Particulars

1 Jul 2018 to

1 Jul 2019 to

1 Jul 2020 to

1 Jul 2021 to

1 Jul 2022 to

1 Jul 2023 to

30 Jun 2019

30 Jun 2020

30 Jun 2021

30 Jun 2022

30 Jun 2023

30 Jun 2024

Audited

Projected

Projected

Projected

Projected

Projected

CASH FLOWS FROM OPERATING ACTIVITIES

Cash receipts from customers

-

-

87,412,329

145,870,890

242,021,720

297,422,422 Cash paid to suppliers, contractors and others

-

-

(57,084,693)

(65,648,398)

(74,427,398)

(84,280,862)

Income taxes paid

-

-

-

-

-

-

Net cash generated by operating activities

-

-

30,327,636

80,222,492

167,594,322

213,141,560

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for acquisition of property, plant and equipment

-

(170,950,000)

-

(0)

0

(0)

Payments for acquisition of intangible assets

-

-

(109,100,000)

-

-

-

Payments for capital work-in-Progress

-

(54,550,000)

54,550,000

-

-

-

Net cash used in investing activities

-

(225,500,000)

(54,550,000)

(0)

0

(0)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issue of ordinary shares

-

300,000,000

-

-

-

- IPO costs

-

(19,950,000)

-

-

-

-

Net cash generated by financing activities

-

280,050,000

-

-

-

-

Net changes in cash and cash equivalents -

54,550,000

(24,222,364)

80,222,492

167,594,322

213,141,560

Cash and cash equivalents at the beginning of the period/year

-

-

54,550,000

30,327,636

110,550,129

278,144,451

Cash and cash equivalents at the end of the period/year

-

54,550,000

30,327,636

110,550,129

278,144,451

491,286,011

Net operating cash flow per share

-

-

1.01

2.67

5.59

7.10

Page | 84

PROJECTED STATEMENT OF CHANGES IN EQUITY

New projects For the year ended June 30, 2019

Particulars Share Capital Retained Earnings Total

Balance as at July 01, 2018 (Restated) 300,000,000 219,584,132 519,584,132

Stock dividend 90,000,000 (90,000,000) -

Profit for the year ended June 30, 2019 - 17,523,569 17,523,569

Balance as on June 30, 2019 390,000,000 147,107,701 537,107,701

For the year ended June 30, 2020


Balance as on July 01, 2019

390,000,000 147,107,701 537,107,701

Addition

300,000,000 - 300,000,000

Stock dividend - - -

Profit for the year ended June 30, 2020 - (627,601) (627,601)

Balance as at June 30, 2020 690,000,000 146,480,099 836,480,099




690,000,000 146,480,099 836,480,099







690,000,000 187,496,474 877,496,474







690,000,000 278,772,844 968,772,844



Balance as at June 30, 2023 690,000,000 434,668,944 1,124,668,943




690,000,000 434,668,944 1,124,668,943




Page | 85

(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



Revenue 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Gross Profit 36,089,239 32,908,817 61,075,158 80,353,467 98,514,548



Total Assets 591,722,263 574,491,389 558,465,075 477,423,232 412,965,383

Share Capital 390,000,000 300,000,000 300,000,000 200,000,000 180,000,000


No. of Shares 39,000,000 30,000,000 30,000,000 20,000,000 18,000,000

Face Value 10 10 10 10 10

NAV per Share 13.77 17.32 16.94 18.84 16.80

Earnings Per Share (EPS) Basic 0.45 0.29 0.81 1.40 1.82

(2) A summary of major items of income and expenditure

Major Items of Income

Particulars Amount in BDT



Net Turnover 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Other income 476,751 415,398 296,182 764,262 1,262,976

Major Items of Expenders

Cost of sales 25,076,805 25,551,029 26,205,504 23,416,703 24,139,390

Office & Administrative expenses 16,244,352 19,886,445 27,226,493 21,271,623 22,586,931

Financial Expenses 1,811,142 1,325,047 860,990 2,400,000 2,400,000

Income tax Expenses 166,863 145,389 196,013 267,492 442,042

Page | 86

(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


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 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Net Income 17,462,181 11,390,538 31,502,901 54,443,085 70,787,095

(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


Audited Restated Restated Restated Restated

Revenue 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Less: Cost of sales 25,076,805 25,551,029 26,205,504 23,416,703 24,139,390

Gross profit 36,089,239 32,908,817 61,075,158 80,353,467 98,514,548

Less: Office and administrative expenses 16,244,352 19,886,445 27,226,493 21,271,623 22,586,931

Profit from operations 19,844,887 13,022,372 33,848,665 59,081,844 75,927,617

Add: Other income 476,751 415,398 296,182 764,262 1,262,976

Profit/(loss) before finance costs 20,321,638 13,437,770 34,144,847 59,846,106 77,190,593

Less: Finance costs 1811142 1,325,047 860,990 2,400,000 2,400,000

Profit/(loss) before contribution to WPPWF 18,510,496 12,112,723 33,283,857 57,446,106 74,790,593

Less: Contribution to workers' profit participation and welfare fund

881,452 576,796 1,584,943 2,735,529 3,561,456

Profit/(loss) before income tax 17,629,044 11,535,927 31,698,914 54,710,577 71,229,137

Less: Income tax expenses 166,863 145,389 196,013 267,492 442,042

Profit for the period/year 17,462,181 11,390,538 31,502,901 54,443,085 70,787,095

Page | 87

Analysis of reasons for the changes in significant items of income and expenditure:

(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. The business operation of the Company may be affected by the following events:

i Political unrest ii Natural disaster.

(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.

Page | 88

(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 loan default in Agrani Bank. After long negotiation, the bank settled for BDT 64,565,103 under its exit policy which has been paid in full on 29.01.2017 and no-claim certificate from the respective bank has been obtained. The company is now debt free and there were no history of conversion of loans into equity.

The company has no history of lock out and strikes from its inception.

(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 pace 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.

Page | 89

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/-_________ A.S.M JAMALUDDIN

Chairman

________Sd/-__________ K. M. RAHMATULLAH

Managing Director

_________Sd/-________ A.S.M KAMALUDDIN Sponsor & Director

__________Sd/-__________ K. M. OBAIDULLAH Sponsor & Director

_________Sd/-__________ A.S.M ASHRAFUDDIN

DIRECTOR

_______Sd/-__________ K. M. AHSANULLAH

DIRECTOR

_________Sd/-_________ A.S.M. SHIHABUDDIN

DIRECTOR

_________Sd/-_________ K.M. BARKATULLAH

DIRECTOR

_________Sd/-__________ A.S.M. SHAHABUDDIN

DIRECTOR

________Sd/-________ K.M. HAMIDULLAH

DIRECTOR

________Sd/-_________ A. S. M. WALIULLAH


________Sd/-___________ SABEQUN NAHAR


________Sd/-____________ MD. NASIMUL GANI



(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;

Till now, not any quarter of the financial year of the issuer ends after the period ended in the audited financial

statements as disclosed in the prospectus.

(dd) Factors that may affect the results of operations.

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

Page | 90

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 will be:

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

Continious Support Service to funded overseas Project of International

agencies like JAICA, KOICA, World Bank, United Nation etc.

Call Center & Data Center and Archiving Services

BPO (Business Process Operation) Managed Services.

Competitive Advantage of ITIL

Followings are the Competitive Advantage of Infinity Technology International Limited (ITIL):

ISO 9001: 2015, CMM3 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.

Page | 91

(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

Poor Market Share

Slim profitability

Opportunity

IT Industry is prioritized by the Government of Bangladesh

Tax Exempted company

Threat

Under developed Networking Infrastructure of Bangladesh, therefore higher uncertainty.

Competitive pricing Changes in Technology Intangible Assets based company

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

Poor Market Share

Slim profitability

Opportunity

IT Industry is prioritized by the Government ofBangladesh

Tax Exempted company

Threat

Under developed Networking Infrastructure of Bangladesh, therefore higher uncertainty

Competitive pricing

Changes in Technology

Intangible Assets based company

SWOT

Page | 92

(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.



Revenues 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Other Income 476,751 415,398 296,182 764,262 1,262,976

Total Income 61,642,795 58,875,244 87,576,844 104,534,432 123,916,914

Cost of Materials 25,076,805 25,551,029 26,205,504 23,416,703 24,139,390

Financial Expenses 1811142 1,325,047 860,990 2,400,000 2,400,000

Depreciation Expense 2,460,371 3,653,474 2,861,991 2,429,032 2,406,628

Amortization Expense 19,449,055 18,666,992 17,182,293 15,773,050 14,959,024

Others Expense 19,411,731 23,117,007 33,273,513 26,486,244 29,161,768

Changes of Inventories - - - 114,200 114,200

Net Profit Before Tax 17,629,044 11,535,927 31,698,914 54,710,577 71,229,137

Net Profit After Tax 17,462,181 11,390,538 31,502,901 54,443,085 70,787,095

EPS 0.45 0.29 0.81 1.40 1.82

(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 and events which are likely to have an effect on the company’s business but the company’s business operations may be hampered by the following uncertainties-

i. Political unrest

ii. Natural disaster

iii. Invention of the new technology.

iv. Government policy change toward the industry.

(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

Page | 93

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 (Yea

r) Address Educational Qualification

Experience

(Year) Position

Nomination

Period

Mr. A.S.M. Jamaluddin

Advocate A.S.M Zahirul Huda

50 44/K, Indira Road, Tejgaon, Dhaka-1215

BBA California, U.S.A. & Professional diploma on Computer Information System

26 Chairman

N/A

Mr. K.M. Rahmatullah

Kazi Mohammad Abdullah

53 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.

26 Managing Director

Mr. A.S.M. Kamaluddin



MBA, California, U.S.A. 26 Director

Mr. A.S.M. Ashrafuddin

Advocate A. S. M Zahirul Huda


M.A (in General History) Dhaka University

23 Director

Mr. K.M. Obaidullah



B. Sc. (in Computer Science) Alfred State College, NY, USA.

26 Director

Mr. K.M. Ahsanullah



B. Sc. in Science and M. Sc in Statistics, Dhaka University. MBA, IUB, Dhaka

24 Director

Mr. A.S.M. Shihabuddin



M.A (in Accounting) Swinburne University, Australia

18 Director

Mr. K.M. Barkatullah



B.Com 25 Director

Mr. A.S.M. Shahabuddin



M.A (in Marketing) Dhaka University

31 Director

Mr. K.M. Hamidullah



M.Sc (in Computer Science) Wichita State University, Wichita, KS, USA

18 Director

Mr. A. S. M. Waliullah

Abul Hossain 61

Building Cherry, Flat-5/C, Navana Garden, 5/6 Kallyanpur, Dhaka-1216

M.Com (in Accounting & Finance) Rajshahi University

33 Independent Director

Ms. Sabequn Nahar

A.K.M Saleh Uddin

43

376 Dilu Road, Mogbazer West, Shantinagor, Ramna, Dhaka-1217

M.A (in Social Science) National University


Md. Nasimul Gani

Abdul Majid 53

Gloabe Nibash, 3A-9th Floor, 370-371 Outer Circular Road, Rajarbagh, Motijheel, Dhaka-1217

B.Sc Engineering, Bangladesh Institute of Technology, Chittagong


Page | 94

(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-Dec-93 31-Dec-21

Mr. K.M. Rahmatullah Managing Director 2-Dec-93 31-Dec-21

Mr. A.S.M. Kamaluddin Director 2-Dec-93 31-Dec-20

Mr. A.S.M. Ashrafuddin Director 1999 31-Dec-20

Mr. K.M. Obaidullah Director 2-Dec-93 31-Dec-20

Mr. K.M. Ahsanullah Director 1999 31-Dec-20

Mr. A.S.M. Shihabuddin Director 22-Nov-18 31-Dec-19

Mr. K.M. Barkatullah Director 22-Nov-18 31-Dec-19

Mr. A.S.M. Shahabuddin Director 22-Nov-18 31-Dec-19

Mr. K.M. Hamidullah Director 22-Nov-18 31-Dec-19

Mr. A. S. M. Waliullah Independent Director 12-Oct-17 31-Dec-20

Ms. Sabequn Nahar Independent Director 12-Oct-17 31-Dec-20

Md. Nasimul Gani Independent Director 27-Jun-18 31-Dec-21

(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.

(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

A.S.M. Jamaluddin Chairman Brother of A.S.M. Kamaluddin, A.S.M. Ashrafuddin, A.S.M. Shihabuddin & A.S.M. Shahabuddin

K.M. Rahmatullah Managing Director

Brother of K.M. Barkatullah , K.M. Hamidullah, K.M. Obaidullah & K.M. Ahsanullah

A.S.M. Kamaluddin Director Brother of A.S.M. Ashrafuddin, A.S.M. Shahabuddin, A.S.M. Shihabuddin & A.S.M. Jamaluddin

A.S.M. Ashrafuddin Director Brother of A.S.M. Kamaluddin, A.S.M. Shahabuddin, A.S.M. Shihabuddin & A.S.M. Jamaluddin

K.M. Obaidullah Director Brother of K.M. Barkatullah , K.M. Hamidullah, K.M. Rahmatullah & K.M. Ahsanullah

K.M. Ahsanullah Director Brother of K.M. Barkatullah , K.M. Hamidullah, K.M. Rahmatullah & K.M. Obaidullah

A.S.M. Shihabuddin Director Brother of A.S.M. Kamaluddin, A.S.M. Ashrafuddin, A.S.M. Shahabuddin & A.S.M.

Jamaluddin

K.M. Barkatullah Director Brother of K.M. Ahsanullah, K.M. Hamidullah, K.M. Rahmatullah & K.M. Obaidullah

A.S.M. Shahabuddin Director Brother of A.S.M. Kamaluddin, A.S.M. Ashrafuddin, A.S.M. Shihabuddin & A.S.M.

Jamaluddin

K.M. Hamidullah Director Brother of K.M. Ahsanullah, K.M. Barkatullah, K.M. Rahmatullah & K.M. Obaidullah

A. S. M. Waliullah Independent Director

There is no relationship with any of the directors nor with any other officers.

Sabequn Nahar Independent Director


Md. Nasimul Gani Independent Director


Page | 95

Md. Mozibul Haque Chief

Technical Officer


Md. Jalal Uddin General

Manager There is no relationship with any of the directors nor with any other officers.

Md. Abdur Rouf Chief

Marketing Officer


Md. Hamidur Rahman DGM There is no relationship with any of the directors nor with any other officers.

Md. Monjurul Karim Mojumdar

Company Secretary


* MR. Md. Foysal Hossain has recently joined (01 Jul, 2019) 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.

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.

Page | 96

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.

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.

Page | 97

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 SHIHABUDDIN DIRECTOR Mr. A.S.M Shihabuddin son of Advocate A.S.M Zahirul Huda is a Shareholder of Infinity Technology International Limited (ITIL). He is a Masters in Accounting from Swinburne University of Technology, Melbourne, Australia. He is a CPA from Australia. He was born in July 24, 1975 in Dhaka. He is become a Director of Infinity Technology International Limited at 2018. He is father of two sons.

MR. A.S.M SHAHABUDDIN DIRECTOR Mr. A.S.M Shahabuddin son of Advocate A.S.M Zahirul Huda is a Founder Shareholder of Infinity Technology International Limited (ITIL). He is a Masters in Marketing from Dhaka University. He was born in 1962 in Dhaka. He is become a Director of Infinity Technology International Limited. He is key person in charges of sales & marketing of the company. Under his dynamic leadership of Infinity Technology International Limited has successfully marketing for Infinity Banking Solution (IBS) in various Government and non-Government banks of Bangladesh. Under his leadership, the company made in outstanding performance in sales & marketing of Infinity product (software). He has an experience of 20 years in this area. Mr. A S M Shahabuddin is involved in various social and cultural activities. He has an extra ordinary organizing personality. He is father of one son.

Page | 98

MR. K.M HAMIDULLAH DIRECTOR Mr. Kazi Mohammad Hamidullah was born in Rupgonj under Narayongonj District in 1976. He is the son of Kazi Mohammad Abdullah is the founder shareholder of Infinity Technology International Ltd. He is a highly skilled in a section of automation circle known as “consultants” the area of in-depth skill is into area centered on business continually, Risk management and systems interoperability. He has successfully completed and delivered. IAM Solution for the largest companies of the world during the 24 years of his working career. He is a Bachelor of Science in computer science from North South University in Bangladesh. He also obtained Masters of Science in Computer Science from Kansas State University, Wichita, KS, USA. He is become a Director of Infinity Technology International Ltd at 2018. Architecture, design etc. of Software Development of ITIL has always been overseen by his ever before he had been inducted in the Board of Directors of ITIL in 2018. He is also a brother of the Managing Director of ITIL. Mr. Kazi Mohammad Hamidullah is involved in various social and cultural activities. He is the member of various social and cultural organization. He is the father of one daughter and one son.

MR. K.M BARKATULLAH DIRECTOR Mr. Kazi Mohammed Barkatullah was born in Rupgonj under Narayongonj District in 1969. He is the son of Kazi Mohammad Abdullah is the founder shareholder of Infinity Technology International Ltd. He is a Bachelor of Arts Science from the National University of Bangladesh. He is become a Director of Infinity Technology International Ltd at 2018. Under his dynamic leadership Infinity Technology International Ltd. He successfully implemented Infinity Remittance software and other software solution in as many clients of various organizations. Also he has Cooperation the Infinity Training Team to successfully train up over 6000 thousand person and successfully handed over the all projects in the due time. Mr. Kazi Mohammad Barkatullah is involved in various social and cultural activities. He is the member of various social and cultural organization and Green Darussalam Apartment Owners Association, Gulshan, Dhaka. He is the father of two daughters.

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.

Page | 99

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 for more than 10

years with her own responsibilities.

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

Director.

MD. NASIMUL GANI INDEPENDENT DIRECTOR Mr. Md. Nasimul Gani, son of Abdul Majid, completed his B.Sc Engineering, Bangladesh Institute of Technology, Chittagong. He worked in different significant IT consultant on various Gov. & Non-Gov. banking sector and different organization for IT division, Core banking solution including different delivery channel like Internet banking, ATM, mobile banking, BACH, BFTN, RTGS, utility bill collection and POS with proper security, online remittance software etc. Establishment of networking with other bank and financial Institute, central bank, universities, Bangladesh Computer Council, Ministry of Finance and Software and hardware vendors for sharing different type of knowledge. He was largely responsible for implementation of several critical projects of bank. He has 40 years’ experience of banking software. He were employment in Bangladesh Centre for Advanced Studies as Data Analyst, Grameen Communications & Grameen Trust as IT Specialist and Plan International as Country ICT Manager. He held the last position of Consultant, General Manager (GM) when he left Bangladesh Development Bank Limited of IT Division, Principal branch, Dhaka. Mr. Md. Nasimul Gani joined the board of Infinity Technology International Limited in the year June, 2019 as Independent Director.

Page | 100

(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

Previous Employment

Salary (yearly)

Mr. A.S.M Jamaluddin Chairman BBA 51 1993 26 Years Not involved in

other organization 900,000

Mr. K.M Rahmatullah Managing Director

B.BA 54 1993 26 Years Not involved in


Mr. A.S.M Ashrafuddin

Director MA 47 1997 23 Years Not involved in


Mr. A.S.M Kamaluddin

Director MBA 53 1993 26 Years Not involved in


Mr. K.M Obaidullah Director B.Sc 55 1993 26 Years Not involved in


Mr. K.M Ahsanullah Director M.Sc 46 1997 24 Years Not involved in



Director MA 43 2018 18 Years RJ Sanderson &

Associates Pty Ltd.

-

Mr. K.M. Barkatullah Director B.Com 50 2018 25 Years Universal

Merkentail Corporation

-


Director MA 56 2018 31 Years Five Star Company

-

Mr. K.M. Hamidullah Director M.Sc 43 2018 18 Years WIPRO Limited

-

Mr. Md. Mozibul Haque

Chief Technical

Officer

B.Sc (Engineering)

51 2019 23 Years DOT BD 1,440,000

Mr. Md. Abdur Rouf Chief

Marketing Officer

MBA 47 2019 20 Years Thakrail Information

System (pvt.) Ltd. 960,000

Mr. Md. Jalal Uddin General

Manager M.A in

Economics 62 2018 36 Years Resign 1,200,000

Mr. Md. Foysal Hossain *

Chief Financial Officer

CMA (Part Qualified)

34 2013 10 Years Exim-Everyday Developers Ltd.

540,000

Mr. Md. Hamidur Rahman

Deputy General

Manager B.Sc 51 1993 26 Years ITIL 720,000

Mr. Md. Monjurul Karim Mojumdar

Company Secretary

MBA 32 2017 3 Years ITIL 600,000

* MR. Md. Foysal Hossain has recently joined (01 Jul, 2019) to take over as acting CFO from the present incumbent Mr. Matiar Rahman.

Page | 101

(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 turn over 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 except the following:-

Name of the employee Position/Designation Date of Joining

Resignation Date

Remarks

Mr. Khondker Aminul Islam Chief Technical Officer 1-Feb-18 31-Oct-18 Resign

Mr. A.K.M Ziaul Islam Chief Marketing Officer 1-Jan-18 30-Jun-18 Resign

Mr. Md. Jalal Uddin General Manager 1-Jan-18 - Newly appointed

Mr. Anwar Mostafa Sarker Sr. Manager Fin & Acc 1-Feb-18 31-Aug-18 Resign

Mr. Md. Monjurul Karim Mojumdar Company Secretary 12-Oct-18 - Newly appointed

Mr. Md. Foysal Hossain * Chief Financial Officer 1-Jul-19 - Promoted

Mr. Md. Mozibul Haque Chief Technical Officer 1-Jul-19 - Newly appointed

Mr. Md. Abdur Rouf Chief Marketing Officer 1-Jul-19 - Newly appointed

There is no 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 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;

Name of Sponsors

Father's Name

Age (Year)

Address Educational Qualification

Experiences in the business

(Year)

Position/ Post Directorship Held

Holding in other

Venture Past Present

A.S.M. Jamaluddin

A.S.M Zahirul Huda

51

44/K, Indira Road,

Tejgaon, Dhaka-1215

BBA California, U.S.A. &

Professional diploma on Computer

Information System

26 Sponsor & Chairman

Sponsor & Chairman

1993 Not involved

in other organization

K.M. Rahmatullah

K.M. Abdullah

54

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.

26 Sponsor & Managing Director

Sponsor & Managing Director

1993 Not involved


A.S.M. Kamaluddin

A.S.M Zahirul Huda

53

44/K, Indira Road,

Tejgaon, Dhaka-1215

MBA, California, U.S.A.

26 Sponsor & Director

Sponsor & Director

1993 Not involved


K.M. Obaidullah

K.M. Abdullah

55

Road No. 114, House No. 25,

Gulshan, Dhaka-1212

B. Sc. (in Computer Science) Alfred

State College, NY, USA.

26 Sponsor & Director

Sponsor & Director

1993 Not involved


A.S.M Zahirul Huda

Munshi Ali Ahmed

Deceased

N/A N/A N/A Sponsor N/A N/A N/A

K.M. Abdullah

Kazi Mohammad Abdul Hamid

Deceased

N/A N/A N/A Sponsor N/A N/A N/A

Page | 102

(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 directors are not sponsors and they acquired control acquired within five years immediately

preceding the date of filing prospectus-

Name of the Directors Acquisition of Control Date of Acquisition Terms of Acquisition Consideration paid for such acquisition

A.S.M. Shihabuddin Director 22-Nov-18 N/A By Share

K.M. Barkatullah Director 22-Nov-18 N/A By Share

A.S.M. Shahabuddin Director 22-Nov-18 N/A By Share

K.M. Hamidullah Director 22-Nov-18 N/A By Share

Md. Waliullah Independent Director 12-Oct-18 N/A Appoint as Independent

Director Sabequn Nahar Independent Director 12-Oct-18 N/A

Md. Nasimul Gani Independent Director 27-Jun-18 N/A

(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 experience in the proposed line of business

(n) Interest of the key management persons;

There is no other interest of the key management except salary and allowance as disclosed

under sub section (i) of this chapter;

The Company does not pay any fee for attending in the Board meeting to its Directors;

All Directors except Independent Directors take Salary and allowance from the company; 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;

Name of the Directors Position Executive Post

Pecuniary Non-Pecuniary

Salary/ yr Board

Meeting Fee

Dividend Car Facilities

House Keeping Stock Cash

Mr. A.S.M. Jamaluddin Chairman - 900,000/- Nil Nil Nil

Mr. K.M. Rahmatullah Director MD 900,000/ Nil Nil Nil

Mr. A.S.M. Kamaluddin Director - 900,000/ Nil Nil Nil

Mr. A.S.M. Ashrafuddin Director - 900,000/ Nil Nil Nil

Mr. K.M. Obaidullah Director - 900,000/ Nil Nil Nil

Mr. K.M. Ahsanullah Director - 900,000/ Nil Nil Nil

A.S.M. Shihabuddin Director - Nil Nil Nil

K.M. Barkatullah Director - Nil Nil Nil

A.S.M. Shahabuddin Director - Nil Nil Nil

K.M. Hamidullah Director - Nil Nil Nil

Mr. Md. Waliullah Independent Director

- - Nil Nil Nil Nil Nil

Ms. Sabequn Nahar Independent Director


Md. Nasimul Gani Independent Director


Page | 103

(p) Number of shares held and percentage of share-holding (pre issue);

SL. No.

Name of Shareholders Position No. of shares Pre IPO

Shareholdings %

Shareholding by Directors' and Sponsors

1 Mr. A.S.M. Jamaluddin Sponsor & Chairman 2,070,000 5.31%

2 Mr. K.M. Rahmatullah Sponsor & MD 2,070,000 5.31%

3 Mr. K.M. Obaidullah Sponsor & Director 2,070,000 5.31%

4 Mr. A.S.M. Kamaluddin Sponsor & Director 2,070,000 5.31%

5 Mr. A.S.M. Ashrafuddin Director 2,070,000 5.31%

6 Mr. K.M. Ahsanullah Director 2,070,000 5.31%

7 Mr. A.S.M. Shihabuddin Director 2,070,000 5.31%

8 Mr. K.M. Barkatullah Director 2,070,000 5.31%

9 Mr. A.S.M. Shahabuddin Director 2,070,000 5.31%

10 Mr. K.M. Hamidullah Director 2,070,000 5.31%

Total Shareholding by Directors and Sponsors 20,700,000 53.08%

Total Shareholding by other than Directors' and Sponsors 18,300,000 46.92%

Total Shareholding before IPO [A+B] 39,000,000 100.00%

No officers of the company hold any share of the issuer.

(q) Change in board of directors during last three years;

SL. Name Present Status 2019 2018 2017

1 A.S.M. Jamaluddin Sponsor & Chairman Existing Existing Existing

2 K.M. Rahmatullah Sponsor & MD Existing Existing Existing

3 K.M. Obaidullah Sponsor & Director Existing Existing Existing

4 A.S.M. Kamaluddin Sponsor & Director Existing Existing Existing

5 A.S.M. Ashrafuddin Director Existing Existing Existing

6 K.M. Ahsanullah Director Existing Existing Existing

7 A.S.M. Shihabuddin Director Existing Appointed -

8 K.M. Barkatullah Director Existing Appointed -

9 A.S.M. Shahabuddin Director Existing Appointed -

10 K.M. Hamidullah Director Existing Appointed -

11 A. S. M. Waliullah Independent Director Existing Existing Appointed

12 Sabequn Nahar Independent Director Existing Existing Appointed

13 Md. Nasimul Gani Independent Director Appointed - -

(r) Director’s engagement with similar business.

No directors are engaged in or with any other similar business.

Page | 104

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 REGARDING RELATED PARTY TRANSACTION

Based on our scrutiny of the financial statements and other relevant records of Infinity Technology International

Limited(the “Company”), we certify that the company has enter into the following transactions during the last five years

with person who fall into certain category as listed below:

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;

Amounts in BDT

Name of Parties Relationship Nature of

Transaction As at As at As at As at As at

30-06-19 30-06-18 30-06-17 30-06-16 30-06-15

Mr. A.S.M. Jamaluddin

Chairman Remuneration 900,000 900,000 900,000 900,000 900,000

Mr. K.M Rahmatullah

Managing Director

Remuneration 900,000 900,000 900,000 900,000 900,000

Mr. A.S.M Ashrafuddin

Director Remuneration 900,000 900,000 900,000 900,000 900,000

Mr. K.M. Obaidullah




Mr. K.M. Ahsanullah



Director Remuneration - - - - -

Mr. K.M. Barkatullah




Mr. K.M. Hamidullah


Mr. A.S.M Waliullah

Independent Director

Remuneration - - - - -

Sabequn Naher Independent


Md. Nasimul Gani

Independent Director

Remuneration - - - - -

Md. Hemayet Uddin

Share holder Advance against

corporate consultancy

1,000,000 1,000,000 1,647,000 1,047,000 965,000

Sd/-


Date : October 12, 2019 Chartered Accountants

Page | 105

(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;

Infinity Technology International Limited (ITIL) has neither any subsidiary/ associate concern nor does it

operate under any holding company.

(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).

Page | 106

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. Md. Mozibul Haque Chief Technical Officer IT 1,440,000

Mr. Md. Jalal Uddin General Manager Administration 1,200,000

Mr. Md. Abdur Rouf Chief Marketing Officer Marketing 960,000

Mr. Md. Hamidur Rahman Deputy General Manager IT 720,000

Mr. Md. Monjurul Karim Mojumdar Company Secretary Board Secretariat 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.

(b) Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year;

Particulars Nature of Payment For the year ended 30.06.2019

(12 Months) (BDT)

1. Directors Board meeting Fee -/-

2. Directors Remuneration 5,400,000/-

3. Officers, Managers and Above Salary, Bonus & other Allowances 7,443,266/-

Total 12,843,266/-

(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 Name of Director Mode of Benefits Date of Approval in

AGM Payment During 2018-2019 (BDT)

1 Mr. A.S.M Jamaluddin Remuneration 22 Dec' 2015 900,000

2 Mr. K.M Rahmatullah Remuneration 22 Dec' 2015 900,000

3 Mr. A.S.M Ashrafuddin Remuneration 22 Dec' 2015 900,000

4 Mr. A.S.M Kamaluddin Remuneration 22 Dec' 2015 900,000

5 Mr. K.M Ahsanullah Remuneration 22 Dec' 2015 900,000

6 Mr. K.M Obaidullah Remuneration 22 Dec' 2015 900,000

(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 don’t receive any Board Meeting 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.

(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.

Page | 107

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 not granted any option 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 not granted any option to Directors, Officers or any other employees of the Company or to

any other person who was not involved in the Company.

Page | 108

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;

The Directors and Subscribers to the Memorandum have not received any benefit except remuneration received by

the directors, directly or indirectly during the last five years, details of which are given below. The issuer has not

received or to be received any assets, services or other consideration from its Directors and Subscribers to the

Memorandum except fund against allotment of shares.

S/N Name Nature of

Relationship Nature of

Transaction

2019 2018 2017 2016 2015

Amount in BDT

1 Mr. A.S.M

Jamaluddin Sponsor & Chairman

Remuneration 900,000 900,000 900,000 900,000 900,000

Dividend (Ordinary Share)

438,000 560,000

Right Share 200,000

2 Mr. K.M

Rahmatullah Sponsor & Director

Remuneration 900,000 900,000 900,000 900,000 900,000


438,000 560,000

Right Share 200,000

3 Mr. A.S.M

Ashrafuddin Director

Remuneration 900,000 900,000 900,000 900,000 900,000


438,000 560,000

Right Share 200,000

4 Mr. A.S.M

Kamaluddin Sponsor & Director

Remuneration 900,000 900,000 900,000 900,000 900,000


438,000 560,000

Right Share 200,000

5 Mr. K.M

Ahsanullah Director

Remuneration 900,000 900,000 900,000 900,000 900,000


438,000 560,000

Right Share 200,000

6 Mr. K.M

Obaidullah Sponsor & Director

Remuneration 900,000 900,000 900,000 900,000 900,000


438,000 560,000

Right Share 200,000

7 Mr. A.S.M.

Shihabuddin Director

Remuneration


438,000 560,000

Right Share 200,000

8 Mr. K.M.

Barkatullah Director

Remuneration


438,000 560,000

Right Share 200,000

9 Mr. A.S.M.

Shahabuddin Director

Remuneration


438,000 560,000

Right Share 200,000

10 Mr. K.M.

Hamidullah Director

Remuneration


438,000 560,000

Right Share 200,000

(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.

Page | 109

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;

SN Name of Shareholders Designation Address BO Account No. No. of Shares

Value per Share (Tk.)

% of Total Share

1 A.S.M.Jamaluddin Chairman 44/K, Indira Road, Tejgaon, Dhaka-1215. 1604790063826607 2,070,000 10 5.31%

2 K.M. Rahmatullah Managing Director

Road No. 114, House No. 25, Gulshan, Dhaka-1212. 1604790063826872 2,070,000 10 5.31%

3 A.S.M. Ashrafuddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215. 1604790063826899 2,070,000 10 5.31%

4 K.M. Obaidullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212. 1604790063827421 2,070,000 10 5.31%

5 A.S.M. Kamaluddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215. 1604790063826880 2,070,000 10 5.31%

6 K.M. Ahsanullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212. 1604790063827438 2,070,000 10 5.31%

7 A.S.M. Shihabuddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215. 1604790063827470 2,070,000 10 5.31%

8 K.M. Barkatullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212. 1604790063827446 2,070,000 10 5.31%

9 A.S.M. Shahabuddin Director 44/K, Indira Road, Tejgaon, Dhaka-1215. 1604790063828416 2,070,000 10 5.31%

10 K.M. Hamidullah Director Road No. 114, House No. 25, Gulshan, Dhaka-1212. 1604790063827454 2,070,000 10 5.31%

11 Ferdous Sharmina Osman Share holder 44/K, Indira Road, Tejgaon, Dhaka-1215. 1604790063828424 1,181,000 10 3.03%

12 Abeda Parveen Share holder Road No. 114, House No. 25, Gulshan, Dhaka-1212. 1604790063828432 1,181,000 10 3.03%

13 Gazi Munibur Rahman Share holder Apt# 4D, House# 67, Road# 6A, Dhanmondi R/A, Dhaka- 1209. 110,000 10 0.28%

14 Ruby Ahmed Share holder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 650,000 10 1.67%

15 Saima Ahmed Share holder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 55,000 10 0.14%

16 Asif Ahmed Share holder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 54,000 10 0.14%

17 Nasiha Ahmed Share holder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 55,000 10 0.14%

18 Hemayet Uddin Ahmed Share holder Apt# B5 House# 128, Road# 9A, Dhanmondi R/A, Dhaka- 1209. 1202460053948215 666,200 10 1.71%

19 Tripti Rani Ghosh Share holder Vill- Baro Harishpur, P.O & P.S- Natore, Dist. - Natore. 1202460001109529 70,200 10 0.18%

20 Adnan Hyder Yusuf Share holder Apt # 04, House # 41, Road # 05, Dhanmondi, Dhaka-1209. 1201930045058131 327,600 10 0.84%

21 Md. Arafat Shams Share holder 33, Green Road, Dhanmondi, Dhaka-1205. 1203410016371380 100,000 10 0.26%

22 Abdulla Al-Mahmud Share holder 281/3, Jafrabad (Sankor), 1st Floor, West Dhanmondi, Dhaka-1207.

1205670016630932 298,000 10 0.76%

Page | 110

23 Md.Mostafizur Rahman Share holder Sena Kallayan Bhaban, 13 Floor, Motijheel, Dhaka. 1204040000208271 40,000 10 0.10%

24 Madhu Sudan Dey Share holder 503/5, Malibag, Baganbari, Jahanara Garden, Dhaka. 1204570032785691 40,000 10 0.10%

25 Muhammed Didarul Islam Share holder Flat# G-10, Gangan Shirish, 76 & 76/1, Panthapath, Dhaka-1215.

1202550067355215 40,000 10 0.10%

26 Lutfur Rahman Share holder Rangs Ananda, Flat# D-8, House# 48, Road# 10/A, Dhanmondi, Dhaka-1209.

1203110059591746 239,000 10 0.61%

27 Abu Solaman Md. Sohel Share holder Vill & P.O: Banashua, P/S: Kotowali, Dist. Comilla. 1203880066551453 54,000 10 0.14%

28 Md. Zakir Hossain Share holder Al-Amin Cloth Store, M.A Khan lane, Merina Road, Bogra. 1605480047768476 139,000 10 0.36%


Share holder Rupayan Prime (7th Floor), Plot# 02, Road# 07, Dhanmondi, Dhaka.

1602770045524684 1,560,000 10 4.00%

30 BMSL Investments Limited Share holder Sharif Mansion, 56-57, Motijheel (4th Floor), C/A, Dhaka-1000. 1604940020020801 1,040,000 10 2.67%


Share holder 122/5, North Mugda Para, P.O- Basabo, Dhaka- 1214. 1202830020038094 65,000 10 0.17%

32 Prilink Securities Ltd. Share holder Unit# 11-C, City Centre (11th Floor), 103, Motijheel C/A, Dhaka-1000.

1203300005828888 130,000 10 0.33%

33 Farida Banu Share holder House# 41, Road# 05, Apt# D4, Dhanmondi, Dhaka. 1203300045081619 260,000 10 0.67%

34 Dr. Md. Abu Syed Tito Share holder Zahir's Lake View South, Flat# A-10, House# 55, Road# 6/A, Dhanmondi, Dhaka- 1209.

1203300000173662 390,000 10 1.00%

35 Dr. Md. Zahirul Islam Share holder Apt# Rubi-A, Road# 72, House# 07, Gulshan-2, Dhaka- 1212. 1203300015280627 130,000 10 0.33%

36 Md. Gias Uddin Share holder Cordial Samella, Flat# 4B, TA- 185/3, South Badda, Gulshan, Dhaka- 1212.

1604790062489766 65,000 10 0.17%


Share holder 64, Motijheel C/A, (2nd Floor), Dhaka-1000. 1205150045165228 650,000 10 1.67%

38 Md. Habibur Rahman Share holder House# 39, Road# 02, Sector- 9, Uttara, Dhaka. 1203310004098168 325,000 10 0.83%

39 A.N.M yeahea Share holder House# 14, (NWK), Road# 50, Gulshan- 02, Dhaka-1212. 1202850000039715 650,000 10 1.67%

40 Haseeb Ahmed Share holder House# 24, Road# 01, Block-01, Banani, Dhaka. 1204290058588607 325,000 10 0.83%

41 Azmat Niaz Share holder House# 24, Road# 01, Block-01, Banani, Dhaka. 1204290060245650 325,000 10 0.83%

42 Bangladesh Ship Breaking Ltd. Share holder As-Salam Tower (9th Floor), 57, Agrabad, Double Morning, Chittagong.

1204290062520516 650,000 10 1.67%

43 Al-Haj Abdul Malek Mollah Share holder Full Moon Flat# A-2, House# 12-14, Road#06, Block# E, Niketon, Gulshan- 01, Dhaka.

1204290017964183 325,000 10 0.83%

44 Shegufta Rahman Prima Share holder Priyo Prangon Building- A, Flat# 05 & 06, 02 Paribag, Dhaka- 1000.

1204290044540108 325,000 10 0.83%

Page | 111

45 Rukhna Rahman Tasha Share holder Priyo Prangon Building- A, Flat# 05 & 06, 02 Paribag, Dhaka- 1000.

1204290044540116 325,000 10 0.83%

46 Mr. Salim Rahman Share holder 17, Badsha Meah Chowdhury Road, Mehendibag , Panchalish, Chittagong.

1201840003495598 650,000 10 1.67%

47 Abdus Samad Share holder House# 57/A, Road# 01, Suganda R/A, Chakbazar, Panchalish, Chittagong.

1204290058417683 1,300,000 10 3.33%

48 Mr. Proshanta Kumar Halder Share holder House# 5/1, Dhanmondi, R/A, Dhaka. 1204290058579698 1,300,000 10 3.33%

49 Dr. Shafinaz Islam Share holder Zahir's Lake View South, Flat# A-10, House# 55, Road# 6/A, Dhanmondi, Dhaka-1209.

1203300007721878 390,000 10 1.00%

50 Md. Mamunur Rashid Share holder Eunuos Trade Cener, Level-7, 52-53, Dilkusha C/A, Dhaka- 1000. 1205780062279068 130,000 10 0.33%

51 Parkway Holdings Ltd. Share holder Flat No. 7/B, Pankouri, 20 Chamelibagh, Shantinagar, Dhaka-1217.

1201520058588615 130,000 10 0.33%

52 Md. Mustafa Share holder Sheltech Symphony House No.- 09, Road No.-33, Flat3 2C, Gulshan- 01, Dhaka- 1212.

1203510000007468 195,000 10 0.50%

53 Nusrat Hafiz Share holder Apt# B1, House# 71, Roard# 16, Block# A, Banani, Dhaka. 1203510000699761 65,000 10 0.17%

54 Dr.Mohammad Shariful Islam Share holder Depatment of Civil Engg, BUET, Dhaka- 1000. 1203220016201740 65,000 10 0.17%

55 Dr.A.K.M.Masud Share holder Depatment of IPE, BUET, Dhaka- 1000. 1202550003592391 65,000 10 0.17%

56 Dr.Md.Mostofa Akbar Share holder Depatment of CSE, BUET, Dhaka- 1000. 1601880000633787 26,000 10 0.07%

57 Md. Shah Alam Mirdha Share holder 43/4D, BUET, Staf Quater, Lalbag, Dhaka. 1201930062631985 26,000 10 0.07%

58 Aninda Iqbal Share holder 47/1/B, BUET Teachers' Quarter, Dhaka- 1000. 1203710062636902 26,000 10 0.07%

59 Kazi Amira Hossain Share holder 317/B, Khilgaon Taltala, Rampura, Dhaka- 1219. 1203220062629339 65,000 10 0.17%

60 Md. Shahidullah (Shyamol) Share holder Neptune Hights, 47, Siddeshwary, Suit No.201, Ramna, Dhaka. 1202400000173357 364,000 10 0.93%

61 Subir Mohajan Share holder 387, Tejgoan, Channel 24. 1204500058527981 26,000 10 0.07%

62 Md. Abdul Halim Share holder House# 819, Road# 12, Avenue- 06, Mirpur, DOHS, Dhaka. 1203350012293903 32,500 10 0.08%

63 Soumen Saha Share holder 83, Narinda Road, Narinda, Dhaka-1100. 1202020053888419 71,500 10 0.18%

64 Mohammad Tanvirul Islam Share holder Flat# A6, House# 6/10, Block# C, Lalmatia, Dhaka. 1604790018061957 403,000 10 1.03%

65 S.M. Emdadul Hoque Share holder Vill: Kanaipara, P.O: Jeopara, Puthia, Rajshahi. 1201590063395910 130,000 10 0.33%

Total 39,000,000

100%

Page | 112

(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.

Page | 113

(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 Transaction

No. of Shares held by directors Face

Value of

Share (BDT)

Issue Price (BDT

)

Consideration

A.S.M. Zahirul Huda

K.M. Abdullah

A.S.M. Jamaluddin

K.M. Rahmatullah

A.S.M. Kamaluddin

K.M. Obaidullah

A.S.M. Ashrafuddin

K.M. Ahsanullah

A.S.M. Shihabuddin

K.M. Barkatullah

A.S.M. Shahabuddin

K.M. Hamidullah

A.S.M. Waliullah

Sabequn Naher

Md. Nasimul Gani

Sponsor Sponsor Sponsor & Chairman

Sponsor & MD

Sponsor & Director

Sponsor & Director

Director Director Director Director Director Director Independent

Director Independent

Director Independent

Director

At Incorporation

By Transfer 300 300 100 100 100 100 -

-

- - - - - 1000 1000 Cash

12-Mar-95 By Transfer

(300) - - - - - 100 - 100 - 100 - - - 1000 1000 By Transfer

3-Jun-96 By Transfer (300)

- - - - 100 - 100 - 100 - - - - 1000 1000 By Transfer

10-Feb-13 By Transfer

(30) (30) (30) (30) (30) (30) (30) (30) (30) (30) - - - 1000 1000 By Transfer

25-Feb-13 By Transfer - - 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 7,000 - - - 10 10

After change of

denomination to BDT.10

each

28-Jun-13 By

Allotment - - 693,000 693,000 693,000 693,000 693,000 693,000 693,000 693,000 693,000 693,000 - - - 10 10

Other than Cash (Bonus)

30-Jun-15 By

Allotment - - 560,000 560,000 560,000 560,000 560,000 560,000 560,000 560,000 560,000 560,000 - - - 10 10


15-Nov-15 By

Allotment - - 200,000 - - - - 200,000 - - - 200,000 - - - 10 10 Cash

17-Nov-15 By

Allotment - - - 200,000 - 200,000 - - - - - - - - - 10 10 Cash

19-Nov-15 By

Allotment - - - - 200,000 - 200,000 - - 200,000 - - - - - 10 10 Cash

22-Nov-15 By

Allotment - - - - - - - - 200,000 - 200,000

- - - 10 10 Cash

21-Oct-18 By Transfer - - 172,000 172,000 172,000 172,000 172,000 172,000 172,000 172,000 172,000 172,000 - - - 10 10 By Transfer

26-Jun-19 By

Allotment - - 438,000 438,000 438,000 438,000 438,000 438,000 438,000 438,000 438,000 438,000 - - - 10 10


Total Shareholdings

- - 2,070,000 2,070,000 2,070,000 2,070,000 2,070,000 2,070,000 2,070,000 2,070,000 2,070,000 2,070,000 - - -

Sd/- Place: Dhaka M M Rahman & Co.

Dated: October 12, 2019 Chartered Accountants

Page | 114

(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: -

A.S.M. Zahirul Huda, Sponsor (Deceased)

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

300 1000 1000 300,000

NA NA Own

Source 03.06.1996 By Transfer

Ordinary Shares

-300 1000 1000 -300,000

K.M. Abdullah, Sponsor (Deceased)




issue

No of Equity shares

Face value




shares



Sources of fund


300 1000 1000 300,000

NA NA Own

Source 12.03.1995 By Transfer

Ordinary Shares

-300 1000 1000 -300,000

39,000,000

69,000,000

Mr. A.S.M. Jamaluddin, Chairman




issue

No of Equity shares

Face value




shares



Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source

10.02.2013 By Transfer Ordinary Shares

-3,000 10 10 7,000

28.06.2013 Bonus Ordinary Shares

693,000 10 10 700,000


560,000 10 10 1,260,000

15.11.2015 Right Shares Ordinary Shares

200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Mr. K.M. Rahmatullah, Managing Director




issue

No of Equity shares

Face value




shares



Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Page | 115

Mr. A.S.M. Kamaluddin, Director



Consideration Nature of issue

No of Equity shares

Face value


Price/ Transfer

Prices

Cumulative no. of Equity shares

% pre- issue

paid up capital

% Post issue

paid up capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Mr. K.M. Obaidullah, Director




No of Equity shares

Face value


Price/ Transfer

Prices


% pre- issue

paid up capital

% Post issue

paid up capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Mr. A.S.M. Ashrafuddin, Director




No of Equity shares

Face value


Price/ Transfer

Prices


% pre- issue

paid up capital

% Post issue

paid up capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Page | 116

Mr. K.M. Ahsanullah, Director




No of Equity shares

Face value


Price/ Transfer

Prices


% pre- issue paid up

capital

% Post issue paid up

capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Mr. A.S.M. Shihabuddin, Sponsor Shareholder




No of Equity shares

Face value


Price/ Transfer

Prices



capital


capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Mr. K.M. Barkatullah, Sponsor Shareholder




No of Equity shares

Face value


Price/ Transfer

Prices



capital


capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Page | 117

Mr. A.S.M. Shahabuddin, Sponsor Shareholder




No of Equity shares

Face value


Price/ Transfer

Prices


% pre- issue

paid up capital

% Post issue

paid up capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

Mr. K.M. Hamidullah, Sponsor Shareholder




No of Equity shares

Face value


Price/ Transfer

Prices


% pre- issue

paid up capital

% Post issue

paid up capital

Sources of fund


10,000 10 10 10,000

5.31% 3.00% Own

Source


-3,000 10 10 7,000


693,000 10 10 700,000


560,000 10 10 1,260,000


200,000 10 10 1,460,000


172,000 10 10 1,632,000


438,000 10 10 2,070,000

(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.

Page | 118

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

Infinity Technology International Limited

(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 status to the Corporate Governance Code by Infinity Technology International Limited for the year ended on June 30, 2019. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, Dated: June 03, 2018 of the Bangladesh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.

This is scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion:

a) The Company has complied with the conditions of the Corporate Governance Code as Stipulated in the above mentioned Corporate Governance Code issued by the Commission.

b) The Company has complied with the provision of the relevant Bangladesh Secretarial Standards (BSS)

as adopt by the institute of Chartered Secretaries (ICSB) as required by this Code.

c) Proper books and records have been kept by the company as required under the Company Act,1994, the securities laws and other relevant laws; and

The Governance of the company is satisfactory Sd/-

Dated: October 12, 2019 (Md. Mizanur Rahman Bhuiyan, FCA)

Dhaka, Bangladesh Dewan Nazrul Islam & Co. Chartered Accountants

Page | 119

INFINITY TECHNOLOGY INTERNATIONAL LIMITED

COMPLIANCE REPORT ON CORPORATE GOVERNANCE

Status of compliance with the conditions imposed by the Commission’s Notification No.SEC/CMRRCD/2006-

158/207/Admin/80, dated 3rd June 2018 issued under section 2CC of the Securities and Exchange Ordinance,

1969.

(Report under Condition No. 9)

Condition No.

Title

Compliance Status (Put in the appropriate column)

Remarks (If

any) Complied Not

complied

1. BOARD OF DIRECTORS (BOD):

1.1 Board’s Size (number of Board members – minimum 5 and maximum 20)

√

Board size 13 (Thirteen ) including 3 (Three) Independent Director

1.2 Independent Directors:

1.2(a) At least one fifth (1/5) of the total number of Directors shall be Independent Directors

√

3 (Three) Independent Director has been appointed

1.2(b) Independent Director means a director:

1.2(b) (i) Who either does not hold any share in the company or holds not less than one percent (1%) shares of the total paid-up shares of the company

√

1.2(b) (ii)

Who 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

√

1.2(b) (iii) Who has not been executive of the company in immediately preceding 2 (two) financial years.

√

1.2(b) (iv) Who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies

√

1.2(b) (v) Who is not a member or TREC (Trading Right Entitlement Certificate) holder director or officer of any stock exchange.

√

1.2(b) (vi)

Who is not a shareholder, director excepting independent director or officer of any member or TREC holder of stock exchange or an intermediary of the capital market

√

1.2(b) (vii)

Who is not a partner or executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm or audit firm engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this code

√

1.2(b) (viii) Who shall not independent director in more than 5 (Five) listed companies.

√

1.2(b) (ix) Who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan or advance to a bank or Non-Bank Financial Institution (NBFI)

√

1.2(b) (x) Who has not been convicted for a criminal offence involving moral turpitude

√

1.2 (c) Independent Director(s) shall be appointed by the board of New 1(one)

Page | 120

directors and approved by the shareholders in the Annual General Meeting (AGM).

√

Independent Director was appointed on 27 June, 2019 whose appointment will be approved in the next AGM.

1.2 (d) The post of Independent director(s) cannot remain vacant for more than 90 (ninety) days

√

1.2 (e) The tenure of office of an Independent Director shall be for a period of 3 (three) years, which may be extended for 1 (one) tenure only.

√

1.3 Qualification of Independent Director (ID)

1.3(a)

Independent Director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws regulatory requirements and corporate laws and can make meaningful contribution to business

√

1.3(b) Independent director shall have following qualifications:

1.3(b)(i)

Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk.100.00 million or any listed company or a member of any national or international chamber of commerce or business association

Not Applicable

1.3(b)(ii)

Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Chief Financial Officer or Head of Finance Or Accounts or Company Secretary or Head of internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of TK 100.00 million or of a listed company

Not Applicable

1.3(b)(iii)

Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, Who has at least educational background of bachelor degree in economics or commerce or business or Law

√

1.3(b)(iv) University teacher who has educational background in Economics or Commerce or Business Studies or Law

Not Applicable

1.3(b)(v)

Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification

√

1.3(c) The independent director shall have at least 10 (ten) years of experience in any filed mentioned in clause (b)

√

1.3(d) In special cases, the above qualification or experiences may be relaxed subject to prior approval of the Commission.

Not Applicable

1.4 Duality of Chairperson of the Board of Directors and Managing Directors or Chief Executive Officer:-

1.4(a)

The position of the Chairperson of the Board and the Managing Director (MD) and /or Chief Executive Officer (CEO) of the company shall be filled by different individuals.

√

1.4(b) The managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company.

√

1.4 (c) The Chairperson of the Board shall be elected from among the non-executive directors of the Company.

√

1.4 (d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and /or Chief Executive Officer.

√

In the absence of the Chairperson of the Board, the remaining

Page | 121

1.4 (e) members may elect one of themselves from non-executive directors as Chairperson for that particular Boards meeting the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

√

1.5 The Directors’ Report to Shareholders

1.5(i) Industry outlook & possible future development in the industry √

1.5(ii) Segment- wise or product- wise performance √

1.5(iii) Risks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment, if any.

√

1.5(iv) A discussion on Cost of Goods sold, Gross Profit and Net Profit Margin and Net profit Margin, Where applicable

√

1.5(v) Discussion on continuity of any Extra-Ordinary activities and their implication ( gain or loss)

√

1.5(vi)

A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions;

√

1.5(vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any other instruments;

√

1.5(viii) An explanation if the financial results deteriorate after the company goes for IPO, RPO, Rights offer, Direct listing etc.

√

1.5(ix) An explanation on any significant variance that occurs between Quarterly Financial performances and Annual Financial Statements;

√

1.5(x) A statement of Remuneration paid to directors including independent directors

√

1.5(xi) A statement that The financial statements present fairly its state of affairs, the result of its operations, cash flows and changes in equity

√

1.5(xii) Proper books of accounts have been maintained √

1.5(xiii)

A statement that 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) IAS/BAS/IFRS/BFRS, as applicable in Bangladesh, have been followed and adequate disclosure for any departure

√

1.5(xv)

A statement that the system of internal control is sound in design and has been effectively implemented and monitored

√

1.5(xvi)

A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress

√

1.5(xvii)

A statement that there is no significant doubt 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 there of shall be disclosed;

√

1.5(xviii)

An explanation that significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof shall be explained;

√

1.5(xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized

√

1.5(xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year

√

30% Stock Dividend has been declared

1.5(xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend.

√

1.5(xxii) The total number of Board meetings held during the year and attendance by each director,

√

1.5(xxiii) Pattern of shareholding and name wise details (disclosing aggregate number of shares):

Page | 122

1.5(xxiii) (a) Parent/Subsidiary/Associated Companies and other related parties (Name wise details)

N/A

1.5(xxiii) (b)

Directors, Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO), Head of Internal Audit (HIA) and their spouses and minor children (Name wise details)

√

1.5(xxiii) (c) Executives √

1.5(xxiii) (d) Shareholders holding ten percent (10%) or more voting interest in the company (Name wise details)

√

1.5 (xxiv) In case of appointment/re-appointment of a Director, disclose:

1.5(xxiv)(a) a brief resume of the Director √

1.5(xxiv)(b) nature of his /her expertise in specific functional areas

√

Directors have expertise on the activities of the Company’s business.

1.5(xxiv)(c) Name of companies in which the person also holds the directorship and the membership of committees of that Board.

√

1.5(xxv) Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1.5(xxv)(a) accounting policies and estimation for preparation of financial statements

√

1.5(xxv)(b)

Changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes

√

1.5(xxv)(c)

comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reasons thereof

√

1.5(xxv)(d) compare such financial performance or results and financial position as well as cash flows with the peer industry scenario.

√

1.5(xxv)(e) Briefly explain the financial and economic scenario of the country and the globe

√

1.5(xxv)(f) Risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of the company

√

1.5(xxv)(g)

Future plan or projection or forecast for company’s operation, performance and financial position, with justification thereof i.e., actual position shall be explained to the shareholders in the next AGM

√

1.5(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) shall be disclosed as per Annexure-A

√

1.5(xxvii)

The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.

√

1.6 Meetings of the Board of Directors

1.7 Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

1.7(a)

The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company

√

1.7(b)

The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers

√

Page | 123

and suppliers; and independency

2 Governance of Board of Directors of Subsidiary Company.

2(a)

Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

√

Not Applicable

2(b) At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company

√

Not Applicable

2(c) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company

√

Not Applicable

2( d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also

√

Not Applicable

2 (e) The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.

√

Not Applicable

3.0 Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS).

3.1 Appointment:

3.1(a)

The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance (HIAC)

√

3.1 (b)

The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals.

√

3.1 (c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time.

√

3.1 (d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS

√

3.1 (e)

The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

√

3.2 Requirement to attend Board of Directors’ Meetings

3.3 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3.3(a)

The MD or 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.

√

3.3(a)(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

√

3.3(a)(ii) 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

√

3.3 (b)

The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members;

√

3.3 (c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

√

4 Board of Directors’ Committee.

4.i Audit Committee √

4.ii Nomination and Remuneration Committee. √

5 AUDIT COMMITTEE:

5(i) Responsibility to the Board of Directors √

5.1(a) The Company shall have an Audit Committee as a sub-committee of the Board of Directors

√

Page | 124

5.1(b)

The Audit Committee shall assist the BOD 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.

√

5.1(c) The Audit Committee shall responsible to the BOD. The duties of the Audit Committee shall be clearly set forth in writing

√

5.2 Constitution of the Audit Committee

5.2(a) The Audit Committee shall be composed of at least 3 (three) members

√

5.2(b) The BOD shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) independent director.

√

5.2(c)

All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience

√

5.2(d)

When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before 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 shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee

√

5.2(e) The Company Secretary shall act as the Secretary of the Audit Committee.

√

5.2(f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director

√

5.3 Chairperson of the Audit Committee

5.3 (a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an independent director.

√

5.3 (b)

In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes

√

5.3 (c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM):

√

5.4 Meeting of the Audit Committee

5.4(a) The Audit Committee shall conduct at least its four meetings in a financial year.

√

5.4(b)

The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two-third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must

√

5.5 Role of Audit Committee

5.5(a) Oversee the financial reporting process √

5.5(b) Monitor choice of accounting policies and principles √

5.5(c) Monitor Internal Control Risk management process √

5.5(d) Oversee hiring and performance of external auditors √

5.5(e) Hold meeting with the external or statutory auditors for review of the annual financial statements before submission to the Board for approval or adoption;

√

5.5(f) review along with the management, the annual financial statements before submission to the Board for approval;

√

5.5(g) review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval;

√

5.5(h) Review the adequacy of internal audit function; √

Page | 125

5.5(i) Review the Management’s Discussion and Analysis before disclosing in the Annual Report;

√

5.5(j) Review statement of all related party transactions submitted by the management;

√

5.5(k) Review Management Letters or Letter of Internal Control Weakness issued by statutory auditors.

√

5.5(L) Oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors;

√

5.5(m)

oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission:

√

5.6 Reporting of the Audit Committee

5.6.(a) Reporting to the Board of Directors

5.6 (a) (i) The Audit Committee shall report on its activities to the Board. √

5.6 (a) (ii) The Audit Committee shall immediately report to the Board on the following findings, if any

√

5.6 (a) (ii)(a) Report on conflicts of interests √

5.6 (a) (ii)(b) suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements

√

5.6 (a) (ii)(c) Suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations

√

5.6 (a) (ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately

√

5.6.(b) Reporting to the Authorities.

5.7 Reporting to the Shareholders and General Investors

6 Nomination and Remuneration Committee (NRC).

6.a Responsibility to the Board of Directors

6.1(a) The company shall have a Nomination and Remuneration Committee (NRC) as a sub-committee of the Board

√

6.1(b)

The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive

√

6.1(c) The Terms of Reference (TOR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No. 6(5) (b).

√

6.2 Constitution of the NRC

6.2(a) The Committee shall comprise of at least three members including an independent director

√

6.2(b) All members of the Committee shall be non-executive directors.

√

6.2(c) Members of the Committee shall be nominated and appointed by the Board.

√

6.2(d) The Board shall have authority to remove and appoint any member of the Committee

√ Not applicable

6.2(e)

In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee

Not applicable

6.2(f)

The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the

√

Not applicable

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Committee

6.2(g) The company secretary shall act as the secretary of the Committee

√

6.2(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director

√

6.2(i)

No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.

√

6.3 Chairperson of the NRC

6.3(a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director

√

6.3(b)

In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes

√

6.3(c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders:

√

6.4 Meeting of the NRC

6.4(a) The NRC shall conduct at least one meeting in a financial year √

6.4(b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC

√

6.4(c)

The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6(2)(h)

√

6.4(d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC

√

6.5 Role of the NRC

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

√

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

√

6.5(b)(i)

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

√

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

√

6.5(b)(i)(b) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks

√

6.5(b)(i)(c)

Remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals

√

6.5(b)(ii) devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality

√

6.5(b)(iii)

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

√

6.5(b)(iv) Formulating the criteria for evaluation of performance of independent directors and the Board

√

6.5(b)(v) identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria

√

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6.5(b)(vi) Developing, recommending and reviewing annually the company’s human resources and training policies

√

6.5(c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report

√

7. EXTERNAL / STATUTORY AUDITORS:

7.1 The issuer company shall not engage its external or statutory auditors to perform the following services of the company, namely

√

7.1(i) Appraisal or valuation services or fairness opinions √

7.1(ii) Financial information systems design and implementation √

7.1(iii) Book-keeping or other services related to the accounting records or financial statements

√

7.1(iv) Broker-dealer services √

7.1(v) Actuarial services √

7.1(vi) Internal audit services or special audit services √

7.1(vii) Any service that the Audit Committee determines √

7.1(viii) Audit or certification services on compliance of corporate governance as required under condition No. 9(1)

√

7.1(ix) Any other service that creates conflict of interest √

7.2

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; his or her family members also shall not hold any shares in the said company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members

√

7.3

Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders

√

8. Maintaining a website by the Company

8.1 The company shall have an official website linked with the website of the stock exchange

√

8.2 The company shall keep the website functional from the date of listing

√

8.3 The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchange(s).

√

9. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE:

9.1

The company shall obtain a certificate from a practicing Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

√

9.2

The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.

√

Appointment will be confirmed in the next AGM

9.3

The directors of the company shall state, in accordance with the Annexure-C attached, in the directors’ report whether the company has complied with these conditions or not.

√

(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.

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Audit Committee:

In accordance with the Corporate Governance Guidelines adopted by Bangladesh Securities and Exchange

Commission (BSEC), the Board appointed Audit Committee comprising of the following Non-Executive and

Independent Directors of the Company:

1. A.S.M. Waliullah, (Independent Director), Chairman 2. A.S.M Ashrafuddin, (Director), Member 3. Sabequn Naher, Independent Director 4. Md. Monjurul Karim Mojumdar, (Company Secretary), Secretary

Terms of reference of the Audit Committee: The Audit Committee shall be responsible to the Board of Directors. The audit committee shall assist the Board in fulfilling its oversight responsibilities. To recognize the importance of oversight responsibilities of the Board with special emphasis on ensuring compliance with all applicable legislation and regulation, the prime responsibilities of the Audit Committee among others, should be as follows: The Audit Committee shall:

(a) Oversee the financial reporting process; (b) Monitor choice of accounting policies and principles;

(c) Monitor Internal Audit and Compliance process to ensure that it is adequately

resourced, including approval of the Internal Audit and Compliance Plan and review of

the Internal Audit and Compliance Report;

(d) Oversee hiring and performance of external auditors; (e) Hold meeting with the external or statutory auditors for review of the annual financial

statements before submission to the Board for approval or adoption;

(f) Review along with the management, the annual financial statements before submission

to the Board for approval;

(g) Review along with the management, the quarterly and half yearly financial statements

before submission to the Board for approval;

(h) Review the adequacy of internal audit function; (i) Review the Management’s Discussion and Analysis before disclosing in the Annual

Report;

(j) Review statement of all related party transactions submitted by the management;

(k) Review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

(l) Oversee the determination of audit fees based on scope and magnitude, level of

expertise deployed and time required for effective audit and evaluate the performance

of external auditors; and

(m) Oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat

Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated

in relevant offer document or prospectus approved by the Commission:

Nomination and Remuneration Committee:

To establish a good corporate governance and equal judgment in all levels of the employees of the Company, the Board established a Nomination and Remuneration Committee as the sub-committee of the Board comprising the following persons:

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1. A.S.M. Waliullah (Independent Director), Chairman 2. A.S.M. Ashrafuddin (Director) Member 3. Sabequn Naher, Independent Director 4. Md. Monjurul Karim Mojumdar, (Company Secretary), Secretary

Terms of Reference of Remuneration Committee:

The Nomination and Remuneration Committee has been established to assist the Board in developing and

administering a fair and transparent procedure for setting policy on the remuneration of directors, senior

management and all level of employees of the Company and for determining their remuneration packages and to

review and oversee the Company's overall human resources strategy. The Committee is empowered to perform,

monitor, review and examine the followings:

1) Make recommendations to the Board on the Company’s policy and structure for all directors, senior management and employees remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;

2) Review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives;

3) Make recommendations to the Board on the remuneration packages of individual executives and senior management of the Company. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;

4) Make recommendations to the Board on the remuneration of non-executive directors of the Company; 5) Review and approve compensation payable to executives and senior management of the company for any loss

or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;

6) Review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;

7) Ensure that no director of the company or any of his associates is involved in deciding his own remuneration; 8) Carry out its duties under these terms of reference, the Remuneration Committee should provide the

remuneration packages sufficient to attract and retain directors and executives to run the company successfully without paying more than is necessary;

9) Ensure that the performance-related elements of remuneration form are existing and a significant proportion of the total remuneration package of executives and senior managements of the Company should be designed to align their interest with the company.

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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.

(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 & ICB Capital Management 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:

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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 13.77

Method -02 Historical Earnings based value per share (Considering Avg. Market P/E) 12.29

Method-03 Yearly Average market price of Similar Stocks 30.39

Method-01: Net Asset Value per share:

NAV per share is based on the information of the latest audited financial statements as on June 30, 2019. NAV per share at current costs is BDT 13.77 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 June 30, 2019 A 390,000,000

Revaluation Reserve as on June 30, 2019 B -

Retained Earnings as on June 30, 2019 C 147,046,313

Total Shareholders’ Equity as on June 30, 2019 A+B+C=D 537,046,313

Number of share as on June 30, 2019 E 39,000,000

Net Assets Value (NAV) per share as on June 30, 2019 (D/E) 13.77

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 0.81 and the Twelve months average market P/E is 15.16. Therefore, Earning-based-value per share has been derived as BDT 12.29.

Year No. of shares Weight (%) Net profit after

Tax (BDT) Weighted net

profit after tax

30-Jun-19 39,000,000 0.28 17,462,181 4,970,986

30-Jun-18 30,000,000 0.22 11,390,538 2,494,278

30-Jun-17 30,000,000 0.22 31,502,900 6,898,445

30-Jun-16 20,000,000 0.15 54,443,085 7,947,896

30-Jun-15 18,000,000 0.13 70,787,095 9,300,494

Total 137,000,000 1.00 185,585,799 31,612,099

Total number of shares before IPO 39,000,000

Weighted average EPS 0.81

Market PE (Considering Lesser P/E of 15.16 & 25.86 is 15.16) 15.16

Earnings - based -Value per share (BDT) 12.29

*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.

Page | 132

Month Market P/E IT Sector P/E

Jun'19 14.25 24.37

May'19 13.97 23.45

Apr'19 14.00 22.92

Mar'19 16.14 23.08

Feb'19 16.19 24.9

Jan'19 16.38 24.95

Dec'18 15.19 23.77

Nov'18 14.61 28.77

Oct'18 15.08 25.51

Sep'18 15.17 27.36

Aug'18 15.74 30.35

Jul'18 15.17 30.86

Average 15.16 25.86

Source: DSE web site.

Method-03: Yearly Average market price per share of similar stocks:

Average Market Price of Similar Stocks is BDT 30.39

Twelve Months average Close Price of Similar Stocks:

Month End Date Aamra Technologies

Limited Agni Systems

Ltd. BDCOM Online

Ltd. Daffodil

Computers Ltd.

1 30 Jun'19 26.6 20.2 28.9 45.4 2 30 May'19 24.4 20.8 29.8 46.5 3 30 Apr'19 24.2 19.9 28 50.4 4 31 Mar'19 26.8 20.2 30.8 46.3 5 27 Feb'19 29.8 21.7 31.8 49.5 6 31 Jan'19 30.6 21.9 31.9 47.4 7 27 Dec'18 28.6 21 28.7 43.6

8 29 Nov'18 30.3 21.6 26.3 34.9 9 31 Oct'18 27 19.2 25.4 32.1

10 30 Sep'18 28.1 19.8 26.7 36.7 11 30 Aug'18 31.6 22.8 29.3 42.3 12 31 Jul'18 33.5 23.2 28.4 43.8

Average Price 28.46 21.03 28.83 43.24

Average Market Price Per Share of Similar Stocks 30.39

Average market price of similar stock based valuation (Assumption)

1. The average month end close price of the peer Company from July, 2018 to June 2019 is considered.

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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 (2018) Paid-up Capital

1 AAMRATECH (aamra technologies limited ) 1142.99 553.69

2 AGNISYSL (Agni Systems Ltd.) 329.45 725.56

3 BDCOM (BDCOM Online Ltd.) 534.74 488.48

4 DAFODILCOM (Daffodil Computers Ltd.) 690.10 499.12

Explanation of similarities:

1. ITIL having a Revenue of BDT 64.38 million in the FY 2019, 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 2018/2019 are considered as comparable annual revenue.

2. Considering the Capital Base of ITIL of BDT 390.00 million, companies with paid-up Capital between BDT 450.00-650.00 million as of June 2018/2019, 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. Sd/- Sd/-

Mohammad Saleh Ahmed



Md. Sohel Rahman


(Additional Charge)


Date: 15/ 10/ 2019

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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.

CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES

Parties Involved with ITIL Responsibilities of the Parties

(a) Issue manager 01. IIDFC Capital Ltd & 02. ICB Capital Management Ltd.

The ISSUE MANAGERS 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. ICB Capital Management Ltd. 3. Prime Bank Investment Ltd 4. AIBL Capital Management

Ltd. 5. BD Finance Capital Holdings

Limited 6. EXIM Islami Investment

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).

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Limited

(c) Statutory Auditors

M M Rahman & 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 Issue Managers, IIDFC Capital Ltd

& ICB Capital Management 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 & ICB Capital Management Ltd.

Signing Date 26 September, 2019

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

Page | 137


the BSEC for making the Public Issue effective 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) ICB Capital Management Ltd.

c) Prime Bank Investment Limited.

d) AIBL Capital Management Limited.

e) BD Finance Capital Holdings Limited.

f) EXIM Islami Investment Limited.

Signing Date October 14, 2019

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.

(c) Fees payable to different parties.

SL.

Name of the Parties Role Fees Payable

1. IIDFC Capital Ltd. & ICB Capital Management Ltd.

Issue Manager(s) Total 60.00 Lac

2.

a. IIDFC Capital Limited. b. ICB Capital

Management Ltd. c. Prime Bank

Investment Limited. d. AIBL Capital

Management Limited. e. BD Finance Capital

Holdings Limited. f. EXIM Islami

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.

Page | 139

Investment Limited.

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.

Page | 140

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.

Page | 141

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.

Page | 142

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.

Page | 143

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.

Page | 144

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.

Page | 145

(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.

Page | 146

d) Economic and Political risks:

Economic risks:

The economy could be adversely affected by various factors such as political or regulatory action, including

adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or

war, natural calamities, commodity and energy prices and various other factors. Any significant changes may

adversely affect our business and financials.


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.

Page | 147

f) Potential or existing government regulations:

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.

Page | 148

Other Risk Factors:

(a) Risk related to Rented Premises:

ITIL is operating its business from rented house. The company does not own any premises.

Management Perception: To manage this risk, ITIL has included acquisition of premises for

Office and Archive, Data Center and Call Center in the “Use of proceeds of IPO” an amount

equivalent to 51% of the proceeds.

(b) Risk related to useful economic life of plant and machinery, if purchased in second hand or

reconditioned:

There is obsolescence risk relating to plant and machinery. If the machinery is purchased in

second hand or reconditioned, there high risk of repair and maintenance which has impact

on profitability of the company.

Management Perception: ITIL have been using new branded machineries.

(c) Risk related to substantial amount paid as advance against land purchase:

Management Perception: ITIL has a very small sum as advance for land purchase.

(d) Risk related to proposed expansion from IPO proceeds:

When the Company failed to expand within stipulated time due to inefficiency of the

Management. Its affect the profitability of the Company.

Management Perception: Management is of the belief that after receiving the IPO proceeds

ITIL will be able to expand the business within stipulated time schedule.

(e) Risk related to substantial amount taken by director as a remuneration:

Management Perception: Directors’ remuneration per capita is relatively very small.

Page | 149

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 June 30,2019) 39,000,000 10 390,000,000

Pre-IPO Paid-up Capital 39,000,000 10 390,000,000

Capital to be issued through IPO under Fixed Price Method

30,000,000 10 300,000,000

Post-IPO Paid-up Capital 69,000,000 10 690,000,000

(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

30% of IPO i.e. 12,000,000 Ordinary Shares shall be reserved for Other Eligible Investors (EIs)

9,000,000 90,000,000

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

50% of IPO i.e. 15,000,000 Ordinary Shares shall be reserved for General Public*

15,000,000 150,000,000

Total 30,000,000 10 300,000,000

*20% of the securities reserved for other General Public shall be reserved for Small Affected Investors.

Page | 150

(f) Holding structure of different classes of securities before and after the issue;

Sl. No.

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

Pre-IPO Post-IPO Pre-IPO Post-IPO

1 Director & Sponsor 20,700,000 20,700,000 53.08% 30.00%

2 Institutional 0 9,000,000 0.00% 13.04%

3 Mutual Funds and CIS 0 3,000,000 0.00% 4.35%

4 Individual 18,300,000 33,300,000 46.92% 48.26%

5 Non Resident Bangladeshis (NRBs) 0 3,000,000 0.00% 4.35%

Total 39,000,000 69,000,000 100.00% 100.00%

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital:

Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital

incorporated are available in the Section- XXII under the head of “Use of Proceeds “of this prospectus.

Page | 151

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:

Particulars Amount (BDT)

Proceeds from IPO 300,000,000

IPO Expenses 17,250,000

Net Proceeds from IPO 282,750,000

SN Particulars Amount (BDT)

1 Infrastructure Development 170,950,000

2 Software Development Costs 111,800,000

Total 282,750,000

1 Infrastructure Development (Fixed Assets)

SN Particulars

Amount (BDT)

1.1 Acquisition of Tangible Fixed Assets 126,000,000

1.2 Office Set-up (Interior) 12,150,000

1.3 Office Set-up (Equipment) 32,800,000

Total 170,950,000

1.1 Details of Acquisition of Tangible Fixed Assets

SN Particulars SFT

Rate (BDT)

Amount (BDT)

Campus # 01

1.1.1

Software & web development office and Outsourcing center

4,000 12,000 48,000,000

1.1.2 Corporate and marketing office 3,000 12,000 36,000,000

Campus # 02

1.1.3 Training center 2,000 7,000 14,000,000

1.1.4 Data center 500 7,000 3,500,000

1.1.5 Document archive center 1,500 7,000 10,500,000

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1.1.6 Call center 2,000 7,000 14,000,000

Total 13,000

126,000,000

Note: The rate per SFT is average rate.

1.2 Details of Office Set-up (Interior)

SN Particulars SFT

Amount (BDT)

1.2.1 Software & web development office and Outsourcing center interior 4,000 3,841,500

1.2.2 Corporate and marketing office interior 3,000 2,874,500

1.2.3 Training center interior 2,000 1,694,000

1.2.4 Data center interior 500 805,500

1.2.5 Document archive center interior 1,500 1,246,500

1.2.6 Call center interior 2,000 1,688,000

Total 13,000 12,150,000

1.2.1 Details of Software & web development office and Outsourcing center interior

SN Name of Item Unit

Rate (BDT)

Qty. Amount

(BDT)

1

Supply fitting fixing of 5-10 mm tempered glass partition

SFT 300 1,300 390,000

2 Supply fitting fixing of glass door Nos 14,500 13 188,500

3 Chair (Type 1) Each 2,500 14 35,000

4 Chair (Type 2) Each 7,000 57 399,000

5 Table (work station) Each 7,000 32 224,000

6 Table (office) Each 10,000 17 170,000

7 Office Rake 4'x6' Each 11,000 12 132,000

8 Office sofa set 6 sit Each 50,000 2 100,000

9 Conference Table with chair Set 100,000 1 100,000

10 Panasonic KX-TES824 PABX system has 8 + 24 line capacity, Built-in DISA / message on busy, Caller ID, up to 20 calls can be logged per extension, extension caller ID, Remote modem and USB port for PC programming

Set 50,000 1 50,000

11 Split Air Conditioner, Capacity: 1.5 ton, Dimension H x W x D (mm): 650 x 535 x 250, Super chill blast, Maximum humidity control with installation cost

Each 55,000 11 605,000

12 Split Air Conditioner, Capacity: 2 ton, Dimension H x W x D (mm): 830 x 650 x 320, Super chill blast, Maximum humidity control with installation cost

Each 70,000 6 420,000

13 9mm-15mm gypsum boards plain ceiling Sft 120 3,850 462,000

14 Electrical fittings, cable and installation charge Sft 120 3,800 456,000

15 Design & consultancy Fee

110,000

Page | 153

Total

3,841,500

1.2.2 Details of Corporate and marketing office interior

SN Name of Item Unit Rate (BDT) Qty.

Amount (BDT)

1


SFT 300 2,000 600,000


3 Chair (Type 1) Each 4,500 20 90,000

4 Chair (Type 2) Each 7,000 9 63,000

5 Table (workstation) Each 4,500 20 90,000

6 Table (Office) Each 7,500 9 67,500



9 Conference Table with chair Set 50,000 2 100,000


Set 50,000 1 50,000


Each 55,000 8 440,000


Each 70,000 5 350,000

13 9mm-15mm gypsum boards plain ceiling Sft 120 2,850 342,000

14 Electrical fittings, cable and installation charge Sft 120 3,000 360,000


110,000

Total

2,874,500

1.2.3 Details of Training center interior


Amount (BDT)

1


SFT 280 800 224,000


3 Chair (Type 1)computer Each 2,500 45 112,500

4 Chair (Type 2) Each 4,000 40 160,000

5 Table (Computer) Each 3,500 45 157,500

6 Table (Office) Each 5,500 16 88,000


Page | 154


Set 30,000 1 30,000


Each 55,000 3 165,000


Each 70,000 2 140,000

11

9mm-15mm gypsum boards plain ceiling Sft 120 1,850 222,000

12

Electrical fittings, cable and installation charge Sft 120 1,200 144,000


85,000

Total

1,694,000

1.2.4 Details of Data center interior


Amount (BDT)

1


SFT 280 400 112,000.00

2 Supply fitting fixing of glass door Nos 14500 4 58,000.00

3 Chair (Type 1) Each 2500 5 12,500.00

4 Chair (Type 2) Each 7000 3 21,000.00

5 Table (Office) Each 8000 4 32,000.00

6 Office sofa set 6 sit Each 40000 1 40,000.00


Set 30000 1 30,000.00


Each 55000 4 220,000.00


Each 70000 2 140,000.00

Page | 155

10

9mm-15mm gypsum boards plain ceiling Sft 120 450 54,000.00

11

Electrical fittings, cable and installation charge Sft 120 300 36,000.00


50,000

Total

805,500

1.2.5 Details of Document archive center interior


Amount (BDT)

1


SFT 280 300 84,000


3 Chair (Type 1) Each 2,500 8 20,000

4 Chair (Type 2) Each 5,000 20 100,000






Set 30,000 1 30,000


Each 55,000 3 165,000


Each 70,000 3 210,000

12


13 Electrical fittings, cable and installation charge Sft 120 500 60,000

14 Design & consultancy fee

90,000

Total

1,246,500

Page | 156

1.2.6 Details of Call center interior

SN Name of Item Unit

Rate (BDT)

Qty. Amount

(BDT)

1


SFT 280 900 252,000


3 Chair (Type 1) Each 2,500 5 12,500

4 Chair (Type 2) Each 7,000 3 21,000





Set 30,000 1 30,000


Each 55,000 5 275,000


Each 70,000 5 350,000

11


12

Electrical fittings, cable and installation charge Sft 120 1,000 120,000


97,500

Total

1,688,000

1.3 Details of Office Set-up (Equipment)

SN Particulars

Amount (BDT)

1.3.1

Software & web development office and Outsourcing center equipment (Campus- 01)

6,585,059

1.3.2 Corporate and marketing office equipment (Campus- 01) 2,897,995

1.3.3 Training center equipment (Campus- 02) 3,619,028

1.3.4 Data center equipment (Campus- 02) 9,124,460

1.3.5 Document archive center equipment (Campus- 02) 6,099,125

1.3.6 Call center equipment (Campus- 02) 4,474,333

Total 32,800,000

Page | 157

1.3.1 Details of Software & web development office and Outsourcing center equipment (Campus- 01)

SN Particulars Items Equipment Qty.

Rate (BDT)

Amount (BDT)

1 Chairman Room Laptop Dell Latitude 3490 8th Gen i5, 4GB, 1TB, 14.1″ HD Display, DOS, 3 Years

1 72,000 72,000

2 Managing Director Room Laptop Dell Latitude 3490 8th Gen i5, 4GB, 1TB, 14.1″ HD Display, DOS, 3 Years

1 72,000 72,000

3 Director Room Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500

4 Technical Director Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500

5 Admin (G.M.) Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500

6 Admin (D.G.M.) Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500

7 Accounts Department Desktop DELL OptiPlex 3050 MT 7th Gen Core i3, 18.5" Monitor, DOS, 3 Years

4 42,000 168,000

8 HR Department Desktop DELL OptiPlex 3050 MT 7th Gen Core i3, 18.5" Monitor, DOS, 3 Years

2 42,000 84,000

9 Reception Desktop DELL OptiPlex 3050 MT 7th Gen Core i3, 18.5" Monitor, DOS, 3 Years

1 42,000 42,000

10 Executives Desktop Dell Optiplex 3060 MT 8th Gen Core i5, 18.5" Monitor, DOS, 3 Years

32 64,500 2,064,000

11 Server Room AD/ Web/ Exchange

Dell EMC PowerEdge R340 Server (1 x 4C Pro, 32GB, 2 x1.2TB,RAID, RPS, 3 Years)

1 275,000 275,000

Application Server

Dell EMC PowerEdge R740 Server (2 x 8C Pro, 64GB, 3 x1.2TB, RAID, RPS, 3 Years)

1 560,000 560,000

Database Server


1 725,000 725,000

Server Rack 25U Server Data Rack 8 Port KVM Console with 18.5" LED Display with Keybd & Mic

1 52,000 52,000

Operating System

Windows Server 2016 Standard Edition License

2 75,000 150,000

Database Software

SQO Server 2016 Standard Edition License

1 105,000 105,000

Anvi Virus Symantec Antivirus for server with 1 Year Subscription & Support

1 17,250 17,250

12 Network Equipment NW Switch Cisco WS-C2960X-24TS-LL 1U Network Switch 24 x

1 82,000 82,000

Page | 158

10/100/1000 + 2x1G SFP ports

NW Floor Switch

Cisco SG300-28 28-Port Gigabit Managed Switch

1 30,000 30,000

NW Router Cisco 1921 SEC/K9

Integrated Services Router 1 74,000 74,000

Wi-Fi Access Point

Cisco AIR-CAP702I-C-K9 Aironet 702I Controller-Based Wireless AP

4 21,000 84,000

13 Network Cabling UTP Cable D-Link CAT-6 UTP Cable

305M Box 48 6,500 312,000

PVC 1", 2" and 3" PVC Channel

(Approx. FT) 2,000 45 90,000

PVC 1", 1½", " and 2" PVC Pipe

(Approx. FT) 1,500 40 60,000

Face Plate Network Face Plate Dual/Single Shutter (Safe Net/Systimax)

50 293 14,650

Black Box/MK Box

Black Box/MK Box (Local) 50 80 4,000

Modular Jack Cat6

GigaFlex PS6+ Module (Safe Net/Systimax)

100 748 74,750

CAT6 Connector

AMP Cat-6 Connector 100 35 3,500

Communication Rack

Stand Alone Network Communication Rack

1 19,000 19,000

Patch Panel CAT6 UTP Patch Panel

24XRJ45 2 6,900 13,800

Cable Manager 1U 19" Cable Manager 2 1,035 2,070

Network Rack 9U Network Data Rack

WMS-6609 1 12,000 12,000

3M UTP Patch Cord

CAT6 UTP Patch Cord 2M 45 545 24,525

5M UTP Patch Cord


Installation Installation and

Configuration Cost (1Job) 1 105,000 105,000

14 Surveillance IP Camera Jovision 2.0Mega Pixels Dome Long IR Range Cloudsee IP Camera

4 4,800 19,200

NVR Jovision JVS-ND600x Series 04 Channel w/1TB SATA 7200rpm HDD & Mouse

1 16,500 16,500

Display Dell 18.5" LED Full HD Monitor w/ Power and VGA Cable

1 9,500 9,500



15 PABX & Phone PABX Panasonic KX-TES824 PABX cum Intercom 8 T&T (Co.)+ 24 Extension

1 45,000 45,000

Master Set Panasonic KX-T7730X PBX Telephone With Alphanumeric Display

1 5,350 5,350

Page | 159

Hand Set Panasonic KX-T7705X

Corded Phone with Display 2 2,700 5,400

Hand Set Panasonic KX-T7703X

Corded Phone with Display 21 2,200 46,200

Cable Two Pare Telephone Cable (Approx. Length calculation) 305 Metre Box

27 4,500 121,500

Empanel Jack Telephone Socket(Modular

Jack RJ-11 with MK Box) 24 525 12,600



16 Power On-Line UPS NPS EA910 10KVA On-Line (Standard 15-30Min. Backup)

2 150,000 300,000

On-Line UPS NPS EA902 2KVA On-Line (Standard 15-30Min. Backup)

1 45,000 45,000

17 Office Equipment Scanner Canon CanoScan LiDE 300

Scanner 2 6,400 12,800

Printer HP LaserJet Pro M15a

Printer 2 8,700 17,400

Printer HP LaserJet Pro M402dn

Printer 2 28,000 56,000

Fax Panasonic KX-FP701CX Ink

film Plain Paper Fax 1 13,500 13,500

Photocopier Toshiba e-Studio 2303A A3 multifunction digital photocopier

1 59,500 59,500

Projector HITACHI CP-EX302 3200 Lumens XGA 3LCD Multimedia Projector

1 41,000 41,000

Screen Apollo 70”x70” Wall Mount

Foldable Projection Screen 1 4,500 4,500

18 Fire Protection Fire Protection AFSS/Pyroen Fire Fighting

System 4 6,900 27,600

19

Solution Design & Consultancy fee

85,000

Total

6,585,059

Page | 160

1.3.2 Details of Corporate and marketing office equipment (Campus- 01)


Rate (BDT)

Amount (BDT)

1 Chairman Room Laptop Dell Latitude 3490 8th Gen i5, 4GB, 1TB, 14.1″ HD Display, DOS, 3 Years

1 72,000 72,000

2 Managing Director Room

Laptop Dell Latitude 3490 8th Gen i5, 4GB, 1TB, 14.1″ HD Display, DOS, 3 Years

1 72,000 72,000

3 Chief Marketing Officer

Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500

4 Chief Financial Officer


1 58,500 58,500

5 Admin (D.G.M.) Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500

6 Accounts Department

Desktop DELL OptiPlex 3050 MT 7th Gen Core i3, 18.5" Monitor, DOS, 3 Years

2 42,000 84,000


2 42,000 84,000


1 42,000 42,000

9 Executives Desktop DELL OptiPlex 3050 MT 7th Gen Core i3, 18.5" Monitor, DOS, 3 Years

20 42,000 840,000

10 Network Equipment

NW Switch Cisco WS-C2960X-24TS-LL 1U Network Switch 24 x 10/100/1000 + 2x1G SFP ports

1 82,000 82,000

NW Router Cisco 1921 SEC/K9 Integrated

Services Router 1 74,000 74,000

NW Floor Switch Cisco SG300-28 28-Port Gigabit

Managed Switch 1 30,000 30,000

Wi-Fi Access Point


3 21,000 63,000

11 Network Cabling UTP Cable D-Link CAT-6 UTP Cable 305M

Box 40 6,500 260,000


(Approx. FT) 1,500 45 67,500


(Approx. FT) 900 40 36,000

Face Plate Network Face Plate Dual/Single

Shutter (Safe Net/Systimax) 40 293 11,720

Black Box/MK Box


Modular Jack Cat6


40 748 29,900

CAT6 Connector AMP Cat-6 Connector 40 35 1,400

Communication Rack


1 19,000 19,000

Page | 161

Patch Panel CAT6 UTP Patch Panel 24XRJ45 2 6,300 12,600


Network Rack 9U Network Data Rack 1 11,500 11,500

3M UTP Patch Cord


5M UTP Patch Cord


Installation Installation and Configuration

Cost (1Job) 1 50,000 50,000


4 4,800 19,200


1 16,500 16,500

Display Dell 18.5" LED Full HD Monitor

w/ Power and VGA Cable 1 9,500 9,500


Cost (1Job) 1 5,000 5,000


1 45,000 45,000


1 5,350 5,350

Hand Set Panasonic KX-T7705X Corded

Phone with Display 2 2,700 5,400




20 4,500 90,000

Empanel Jack Telephone Socket(Modular Jack

RJ-11 with MK Box) 15 525 7,875


Cost (1Job) 1 19,000 19,000

14 Power On-Line UPS NPS EA910 10KVA On-Line

(Standard 15-30Min. Backup) 1 150,000 150,000

On-Line UPS NPS EA902 2KVA On-Line


15 Office Equipment Scanner Canon CanoScan LiDE 300

Scanner 2 6,400 12,800

Printer HP LaserJet Pro M15a Printer 2 8,700 17,400

Printer HP LaserJet Pro M402dn Printer 2 28,000 56,000

Fax Panasonic KX-FP701CX Ink film

Plain Paper Fax 1 13,500 13,500


1 59,500 59,500

Projector HITACHI CP-EX302 3200 Lumens

XGA 3LCD Multimedia Projector 1 41,000 41,000




System 3 6,900 20,700

17 Solution Design 80,000

Page | 162

& Consultancy fee

Total

2,897,995

1.3.3 Details of Training center equipment (Campus- 02)


Rate (BDT)

Amount (BDT)

1 Technical Coordinator


1 42,000 42,000

2 Teachers Room


1 42,000 42,000


1 42,000 42,000

4 Training Room (1+2+3)


48 42,000 2,016,000

5 Network

Equipment NW Floor Switch Cisco SG300-28 28-Port Gigabit


Wi-Fi Access Point Cisco AIR-CAP702I-C-K9 Aironet 702I Controller-Based Wireless AP

2 21,000 42,000

6 Network

Cabling UTP Cable D-Link CAT-6 UTP Cable 305M

Box 24 6,500 156,000


(Approx. FT) 1,200 45 54,000


(Approx. FT) 800 40 32,000



Black Box/MK Box Black Box/MK Box (Local) 55 80 4,400

Modular Jack Cat6


55 748 41,113


Communication Rack


1 19,000 19,000



Network Rack 9U Network Data Rack 1 11,500 11,500

3M UTP Patch Cord


5M UTP Patch Cord



Cost (1Job) 1 140,000 140,000


4 4,800 19,200

Page | 163


1 16,500 16,500

Display Dell 18.5" LED Full HD Monitor w/

Power and VGA Cable 1 9,500 9,500


Cost (1Job) 1 5,000 5,000

8 PABX & Phone

PABX Panasonic KX-TES824 PABX cum Intercom 8 T&T (Co.)+ 8 Extension

1 30,000 30,000


1 5,350 5,350




6 4,500 27,000


RJ-11 with MK Box) 5 525 2,625


Cost (1Job) 1 6,300 6,300





10 Office

Equipment Scanner Canon CanoScan LiDE 300

Scanner 1 6,400 6,400



1 59,500 59,500





11 Fire

Protection Fire Protection AFSS/Pyroen Fire Fighting System 2 6,900 13,800

12


65,000

Total

3,619,028

Page | 164

1.3.4 Details of Data center equipment (Campus- 02)


Rate (BDT)

Amount (BDT)


1 43,000 43,000

2 Technical Officer


1 58,500 58,500

3 Technical Officer

Desktop Dell Optiplex 3060 MT 8th Gen Core i5, 18.5" Monitor, DOS, 3 Years

1 64,500 64,500

4 Server Room AD/ Web/ Exchange


1 560,000 560,000

Application Server


2 660,000 1,320,000

Database Server

Dell EMC PowerEdge R740 Server (2 x 8C Pro, 128GB, 2 x1.2TB, RAID, HBA, RPS, 3 Years)

2 785,000 1,570,000

Data Storage Dell EMC SCv3020 Storage Array with 50TB of Storage

1 1,900,000 1,900,000

Server Rack 42U Server Data Rack 8 Port KVM Console with 17" LED Display w/Keyboard & Mic

1 245,000 245,000

Operating System


3 78,200 234,600

Database Software

SQO Server 2016 Standard Edition License

2 105,000 210,000


1 17,250 17,250

6 Network Equipment

Core Switch Cisco Catalyst 3850-24T-S - Network Core Switch

1 350,000 350,000


1 82,000 82,000

NW Floor Switch


1 30,000 30,000



Security Appliance

Cisco ASA55xx-X with FirePOWER Firewall

1 280,000 280,000

Wi-Fi Access Point


2 21,000 42,000

7 Network Cabling

UTP Cable D-Link CAT-6 UTP Cable 305M Box (Original)

8 14,500 116,000

PVC 1", 2" and 3" PVC Channel (Approx. FT)

150 45 6,750

PVC 1", 1½", 2" and 4" PVC Pipe

(Approx. FT) 100 40 4,000

Page | 165

Face Plate Network Face Plate Dual/Single Shutter (Safe Net/Systimax)

5 293 1,465

Black Box/MK Box

Black Box/MK Box (Local) 5 80 400

Modular Jack Cat6


10 748 7,475

CAT6 Connector

AMP Cat-6 Connector 10 35 350

Communication Rack


1 19,000 19,000



3M UTP Patch Cord


5M UTP Patch Cord


Installation Installation and Configuration Cost (1Job)

1 25,500 25,500

7 Electrical & Civil Work

Raised Floor AT Raised Floor (10 SFT), Insulation Material & Installation

100 1,950 195,000

Insulation Thermal Insulation with both side Anti-Static Foil Paper Pasting (10 SFT)

100 250 25,000

Grounding 95rm Plain snneald Copper conductor w/ Earthing Chamber to DC Floor

1 57,500 57,500

AVR 30 KVA Automatic Voltage Regulator (AVR) - (1 Pcs)

1 98,000 98,000

Panel Board Electrical Panel Board 24" X 18"

X 6" (1 Pcs) 1 6,000 6,000

Industrial Socket

Industrial Socket for Server Rack (32A)

4 4,500 18,000

Circuit Breaker Circuit Breaker 100A TP, 60A TP, 32A DP, 16A DP, 10A DP

10 7,500 75,000

LT Switchgear & Access.

Electric LT Switchgear and Accessories

1 20,500 20,500

Power Socket Power Socket with MK Box

Approx. 20 750 15,000

Power Cable BRB/ BSB Power Cable Approx. (1 Coil)

1 53,500 53,500

PVC 2" and 3" PVC Channel (Approx. FT)

50 45 2,250

PVC 2" and 4" PVC Pipe (Approx. FT) 150 40 6,000

Dehumidifier White Westinghouse MDDG-30DEN1 Auto Defrost Dehumidifier

1 29,000 29,000

Access Control System

Electromagnetic Door Lock Access Control with Finger, PIN and Card Support

2 45,000 90,000


1 65,000 65,000

8 Power On-Line UPS NPS EA910 10KVA On-Line (Standard 15-30Min. Backup)

1 150,000 150,000

Page | 166

On-Line UPS NPS EA920 20KVA On-Line (Standard 15-30Min. Backup)

1 425,000 425,000

Generator Fujian 30 KVA Water Cooled Diesel Generator with Canopy

1 320,000 320,000


2 4,800 9,600

Telephone Hand Set

Panasonic KX-T7703X Corded Phone with Display

2 2,200 4,400


1 4,500 4,500


RJ-11 with MK Box) 2 525 1,050

Fire Protection AFSS/Pyroen Fire Fighting System

1 6,900 6,900


1 5,000 5,000

10


150,000

Total

9,124,460

1.3.5 Details of Document archive center equipment (Campus- 02)


Rate (BDT)

Amount (BDT)

1 Technical Director


1 58,500 58,500

2 Manager Desktop DELL OptiPlex 3050 MT 7th Gen Core i3, 18.5" Monitor, DOS, 3 Years

1 43,000 43,000



1 43,000 43,000


1 43,000 43,000


1 43,000 43,000


15 43,000 645,000

7 Server and Software

Web/App Server


1 560,000 560,000

Database Server

Dell EMC PowerEdge R740 Server (2 x 8C Pro, 64GB, 2 x1.2TB, RAID, RPS, HBA, 3 Years)

1 683,000 683,000

Data Storage Dell EMC SCv3020 Storage Array

with 50TB of Storage 1 1,900,000 1,900,000

Page | 167

Server Rack 42U Server Data Rack 8 Port KVM Console with 17" LED Display with Keybd & Mic

1 245,000 245,000

Operating System


2 75,000 150,000

Application Software

Document Management System Automation Software

1 250,000 250,000


1 17,250 17,250

8 Network Equipment


1 82,000 82,000

NW Floor Switch


1 30,000 30,000



Wi-Fi Access Point


2 21,000 42,000

11 Network

Cabling UTP Cable D-Link CAT-6 UTP Cable 305M Box 12 6,500 78,000


(Approx. FT) 800 45 36,000


(Approx. FT) 500 40 20,000



Black Box/MK Box


Modular Jack Cat6


50 748 37,375

CAT6 Connector

AMP Cat-6 Connector 50 35 1,750

Network Rack 9U Network Data Rack WMS-6609 1 12,000 12,000

3M UTP Patch Cord


5M UTP Patch Cord


Installation Installation and Configuration Cost

(1Job) 1 47,500 47,500


4 4,800 19,200


1 16,500 16,500

Display Dell 18.5" LED Full HD Monitor w/

Power and VGA Cable 1 9,500 9,500


(1Job) 1 5,000 5,000


1 45,000 45,000

Page | 168


1 5,350 5,350






12 4,500 54,000


RJ-11 with MK Box) 20 525 10,500


(1Job) 1 20,000 20,000





15 Office

Equipment Scanner Epson DS-1630 - document

scanner 9600dpi 1 42,000 42,000

Camera Canon EOS 1500D 24.1MP DSLR

Camera with 18-55MM IS II Lens 1 44,500 44,500





Photocopier Toshiba e-Studio 2309A Multifunction digital photocopier

1 84,000 84,000





16 Fire Protection Fire Protection AFSS/Pyroen Fire Fighting System 2 6,900 13,800

17


85,000

Total

6,099,125

1.3.6 Details of Call center equipment (Campus- 02)


Rate (BDT)

Amount (BDT)

1 Director Room Laptop Dell Vostro 3468 7th Gen i3, 1TB, 14" HD Display, DOS, 2 Years

1 58,500 58,500



2 43,000 86,000


2 43,000 86,000

Page | 169


1 43,000 43,000


20 43,000 860,000

6 Head Set Head Set Havit HV-H2213d USB

Headphone 22 1,200 26,400

Call Center Software

Call Center Software Installation Customization and Configuration

1 203,973 203,973

SMS / Email SMS / Email Integration 1 50,000 50,000

ACD Software Automatic call distributer (ACD)

software 1 55,000 55,000

CRM Software Customer relationship

management (CRM) software 1 250,000 250,000

BTRC Permission Voice over Internet protocol (VoIP) Sort Code License from BTRC

1 125,000 125,000

Service Charge Service Charge per month 12 15,000 180,000

7 Server Room Calling App & DB Server


1 725,000 725,000

Server Rack 25U Server Data Rack 8 Port KVM Console with 18.5" LED Display with Keybd & Mic

1 52,000 52,000

Operating System


1 75,000 75,000


1 17,250 17,250

8 Network Equipment


1 82,000 82,000

NW Floor Switch Cisco SG300-28 28-Port Gigabit




Wi-Fi Access Point


2 21,000 42,000

11 Network Cabling UTP Cable D-Link CAT-6 UTP Cable 305M

Box 24 6,500 156,000


(Approx. FT) 1,000 45 45,000


(Approx. FT) 500 40 20,000



Black Box/MK Box


Modular Jack Cat6


80 748 59,800


Network Rack 9U Network Data Rack WMS-

6609 1 11,500 11,500

Page | 170

3M UTP Patch Cord


5M UTP Patch Cord



Cost (1Job) 1 57,500 57,500


4 4,800 19,200


1 16,500 16,500

Display Dell 18.5" LED Full HD Monitor

w/ Power and VGA Cable 1 9,500 9,500


Cost (1Job) 1 7,000 7,000

13 IP Telephone IP Telephone

Master Set Yealink 4 Port FXS -HT814 IP Phone

1 15,000 15,000

IP Telephone Set Yealink SIP-T19P E2 Entry-level

IP Phone 4 5,350 21,400


Cost (1Job) 1 7,500 7,500





Generator Fujian 30 KVA Water Cooled

Diesel Generator with Canopy 1 320,000 320,000

15 Office

Equipment Scanner Canon CanoScan LiDE 300

Scanner 1 6,400 6,400










System 2 6,900 13,800

17


85,000

Total

4,474,333

Page | 171

2 Software Development Costs (Intangible Assets)

SN Particulars Amount (BDT)

Amount (BDT)

2.1 Software Development

69,606,000

2.1.1 CBS (Traditional and Shariah) 11,718,000

2.1.2 ERP (SaaS Model) 10,524,000

2.1.3 Document Management System Archiving & Searching, Billing & Credit Collection System, Remittance Service, CRM & API Gateway

14,724,000

2.1.4 SOA Based Interfacing Solution, BPO, Resource Out Sourcing, Web Outsourcing and Solution Development for RFP, EOI & Tender

19,888,000

2.1.5 Automated Certificate Authentication System "Shottoyon" 5,604,000

2.1.6 Call Center Software and Complaint Management System 7,148,000

2.2 E-Commerce Portal including Warehouse-Retail Management System, Job Portal and Head Hunting System

12,564,000

2.3 Funded Training Program (LICT, Hi-Tech Park, IDB-BISEW etc.) and Foreign & Vendor

Certification Training and Exam 4,920,000

2.4 Capacity Building & Overseas Training for AI Robotics, Blockchain Technology and

Cyber Security with Operation & Maintenance Overseas Funded Program 22,010,000

Total 109,100,000

2.1 Details of Software Development

2.1.1 CBS (Traditional and Shariah)

SN Designation

Development Costs

No. of

Persons Unit Cost (Yearly)

Total Cost (Yearly)

1 Domain Consultant 2 320,000 640,000

2 Project Head/Sr. Consultant 1 1,000,000 1,000,000

3 Project Coordinator 1 480,000 480,000

4 Development Manager/Sr. Instructor 2 560,000 1,120,000

5 Business Promotion Manager/Center Manager 1 350,000 350,000

6 Contact Manager/Test Engineer 2 480,000 960,000

7 Sr. Programmer/Program Manager 2 420,000 840,000

8 Programmer/Supervisor 6 240,000 1,440,000

9 Developer 8 180,000 1,440,000

10 Sr. SQA/Instructor 2 560,000 1,120,000

11 SQ Tester/QA Manager 2 420,000 840,000

12 Technical Writer/Jr. Instructor 2 360,000 720,000

13 Admin staff/Lab Asst./Line man 2 240,000 480,000

14 Peon 2 144,000 288,000

Total 35

11,718,000

Page | 172

2.1.2 ERP (SaaS Model)

SN Designation

Development Costs

No. of


Total Cost (Yearly)


2 Project Head/Sr. Consultant 0.5 1,200,000 600,000

3 Project Coordinator 0.5 480,000 240,000



6 Sr. Programmer/Program Manager 2 840,000 1,680,000


8 Developer 2 360,000 720,000

9 Sr. SQA/Instructor 1 720,000 720,000




13 Peon 1 144,000 144,000

Total 19

10,524,000

2.1.3 Document Management System Archiving & Searching, Billing & Credit Collection System, Remittance Service, CRM & API Gateway

SN Designation

Development Costs

No. of


Total Cost (Yearly)

1 Domain Consultant 4 480,000 1,920,000








9 Developer 5 360,000 1,800,000





14 Peon 1 144,000 144,000

Total 27

14,724,000

2.1.4

SOA Based Interfacing Solution, BPO, Resource Out Sourcing, Web Outsourcing and Solution Development for RFP, EOI & Tender

SN Designation

Development Costs

No. of


Total Cost (Yearly)

1 Domain Consultant 2 600,000 1,200,000



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 2 1,200,000 2,400,000


10 Developer 4 480,000 1,920,000

Page | 173





15 Peon 1 144,000 144,000

Total 25

19,888,000

2.1.5 Automated Certificate Authentication System "Shottoyon"

SN Designation

Development Costs

No. of


Total Cost (Yearly)




4 Development Manager/Sr. Instructor 1 960,000 960,000


6 Programmer/Supervisor 1 480,000 480,000

7 Developer 1 360,000 360,000




11 Peon 1 144,000 144,000

Total 10

5,604,000

2.1.6 Call Center Software and Complaint Management System

SN Designation

Development Costs

No. of


Total Cost (Yearly)


2 Project Head/Sr. Consultant 1 800,000 800,000





7 Programmer/Supervisor 2 180,000 360,000

8 Developer 2 180,000 360,000




12 Peon 2 144,000 288,000

Total 22

7,148,000

2.2 E-Commerce Portal, Warehouse-Retail Management System, Job Portal and Head Hunting System

SN Designation

Development Costs

No. of


Total Cost (Yearly)








Page | 174

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

2.3 Funded Training Program (LICT, Hi-Tech Park, IDB-BISEW etc.) and Foreign & Vendor Certification Training and Exam

SN Designation

Development Costs

No. of


Total Cost (3 months) each Prog.



3 Sr. SQA/Instructor 2 720,000 1,440,000



Total 10

4,920,000

2.4

Capacity Building & Overseas Training for AI Robotics, Blockchain Technology and Cyber Security with Operation & Maintenance Overseas Funded Program

SN Designation

Development Costs

No. of


Total Cost (Yearly)

1 Domain Consultant (Local) 20 100,000 2,000,000

2 Foreign Consultant 8 1,000,000 8,000,000


4 Overseas Trainees Per Diem and Airfare 12 600,000 7,200,000

5 Overseas Training Fees 12 300,000 3,600,000

Total 53

22,010,000

Page | 175

(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;

IMPLEMENTATION AND UTILIZATION OF FUNDS RECEIVED THROUGH PUBLIC OFFER

The Company will utilize the total proceeds of BDT 282,750,000/- as per the following schedule:

SL Utilization of Fund Progress Status

Schedule of Implementation

Approximate date of Completion

Projected Date of Commercial Operation

1 Infrastructure Development Cost

After Receiving the IPO Proceeds

Within 12 months of receiving the IPO Proceeds.

After 3 months of the completion of the project.

2 Software Development Cost

Within 12 months of receiving the IPO Proceeds

After 3 months of the completion of the project

Note: Excluding IPO Expenses.

Sd/- A.S.M JAMALUDDIN

Sd/- K. M. RAHMATULLAH

Sd/- MD. FOYSAL HOSSAIN

Chairman Managing Director Chief Financial Officer

Dated: October15, 2019

Page | 176

(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.

Page | 177

(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.

FEASIBILITY REPORT OF

INFINITY TECHNOLOGY INTERNATIONAL LIMITED

EXECUTIVE SUMMARY

INFINITY TECHNOLOGY INTERNATIONAL LTD. (ITIL) 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; Incorporated in Bangladesh as a Private Limited Company on December 02, 1993. Some projections regarding profitability and other financial issues are analyzed. ITIL has made projections of Statement of Financial Position and Statement of Comprehensive Income for the next five full reporting years. This Feasibility Report discusses and shows the various aspects of Expansion Program of Infinity Technology International Limited (ITIL).

INTRODUCTION:

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

PRINCIPAL PRODUCTS OF THE COMPANY

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)



13. Infinity e-Recruitment System

14. Infinity e-Admission System

15. Infinity Sanction Screening Solution

Page | 178

REGISTERED OFFICE & CORPORATE OFFICE:

The Registered office of the Company is a rented office, situated at BDBL Bhaban (6th Floor, East), 12, Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215, Bangladesh. The Corporate office of the Company is a rented office, situated at House # 673, (3rd Floor), Road # 10, Mirpur DOHS, Dhaka-1216, Bangladesh

LOCATION AND AREA OF THE LAND

The Company has purchased 2 (Two) plots of 10 kathas each totaling 20 kathas (33 Decimals) in the project

named "Anirban Dhaleswary City" located at Mouja / P.O: Balurchar, P/S: Shirajdikhan, Dist.: Munshiganj from

Anirban Housing (Pvt.) Ltd. The Company has completed registration of saaf kabala deed on January 21, 2019.


Block - A 2

S.A-96, R.S-95 C.S-240/Ka 245

S.A-200 R.S-1321

R.S-83 612/20 10 Kathas

3 10 Kathas

METHODOLOGY:

We have independently reviewed accompanying financial estimation and management’s forecasts regarding

investment in the expansion project and the outcomes from the CBS (Traditional and Shariah), ERP (SaaS

Model), Document Management System Archiving & Searching, Billing & Credit Collection System, Remittance

Service, CRM & API Gateway, SOA Based Interfacing Solution, BPO, Resource Out Sourcing, Web Outsoucing

and Solution Development for RFP, EOI & Tender , Automated Certificate Authentication System "Shottoyon",

Call Center Software and Complaint Management System, E-Commerce Portal including Warehouse-Retail

Management System, Job Portal and Head Hunting System, Funded Training Program (LICT, Hi-Tech Park, IDB-

BISEW etc.) and Foreign & Vendor Certification Training and Exam, Capacity Building & Overseas Training for AI

Robotics, Blockchain Technology and Cyber Security with Operation & Maintenance Overseas Funded Program

project and historical data of our last couple of year’s revenue and expenses. Based on the information

presented and assumptions made by management and performing an independent review by our experienced

separate technical and financial team, it is recommended that the expansion project of Infinity Technology

International Limited is financially viable, economically sound and technically feasible. From our feasibility

study we estimate that this initiative will be highly beneficial to the organization and has a high probability of

success. Short summary of the feasibility report is as follows:

FINANCIAL PROJECTIONS:

The financial projections for Infinity Technology International Ltd. (ITIL) are highlighted in the table below.

The assumptions for these projections are as follows:

(Each year calculation is made comparing with respective previous year)

Significant Assumptions

The projected financial statements have been prepared on the underlying assumptions.

(Each year’s calculation is made comparing with respective previous year.)

New Projects

Page | 179

Assumption

Indicator Assumption’s Basis

Year

Ended

30 Jun

2020

Year

Ended

30 Jun

2021

Year

Ended

30 Jun

2022

Year

Ended

30 Jun

2023

Year

Ended

30 Jun

2024

Revenue

increase

Revenue will be increased due to new

qualitative products and services,

increasing capacity, and market

demand.

- Operation

started 51% 43% 31%

Cost of sales

increase

Cost of sales will be increased in line

with increased revenue and efficiency. -

Operation

started 10% 10% 10%

Administrative

expenses

increase

For the FY 2018-19 only IPO Expenses

will be there. There will be substantial

expenses in the 1st year of operation

which will be decreased year over

year due to increased efficiency.

Only IPO

expenses

Operation

started 10% 10% 10%

Property, plant

and equipment

addition

Capital expenditure will be incurred

during FY 2018-19 for infrastructure

development from IPO proceeds.

BDT

170.95

Million

- - - -

Intangible

assets addition

Capital expenditure for product

development will commence on the

FY 2018-19 from IPO proceeds and

will be completed by FY 2019-20.

-

BDT

111.80

Million

- - -

Capital work in

progress

There will be some incomplete capital

expenditures for product

development at the end of the FY

2019-20 which will be completed and

capitalized by the FY 2020-21.

BDT

55.90

Million

- - - -

Paid-up capital

increase

Paid-up capital will be increased

through IPO proceeds.

BDT

30.00

Million

- - - -

Dividend Dividend is not considered here as the

decision is not predetermined. - - - - -

Cost of capital Represents the minimum return

expected by the company. - 10% 10% 10% 10%

Page | 180

Existing Projects

Assumption Indicator

Assumption’s Basis Year Ended 30 Jun 2020





Revenue increase


5% 5% 0% 0% 0%

Cost of sales increase


5% 5% 5% 5% 5%

Administrative expenses increase


5% 5% 5% 5% 5%

Page | 181

PROJECTED STATEMENT OF FINANCIAL POSITION

Consolidated

As at

30 Jun 2019 As at

30 Jun 2020 As at

30 Jun 2021 As at

30 Jun 2022 As at

30 Jun 2023 As at

30 Jun 2024

Audited

Projected

Projected

Projected

Projected

Projected

ASSETS

Property, plant and equipment

53,316,683

218,935,015

198,116,513

179,379,861

162,516,875

147,340,188

Intangible assets

379,046,218

397,998,529

525,031,892

530,281,736

536,612,323

544,077,689 Capital work in progress

13,089,487

68,948,436

-

-

-

-

Non-current assets

445,452,388

685,881,980

723,148,405

709,661,597

699,129,198

691,417,877

Trade and other receivables

131,813,375

130,131,034

161,108,751

191,337,884

199,920,175

230,582,359

Advances, deposits and prepayments

8,978,786

8,978,786

8,978,786

8,978,786

8,978,786

8,978,786

Accrued interest income

85,990

100,118

105,124

110,380

115,899

121,694 Cash and cash equivalents

5,391,724

59,941,724

35,719,360

115,941,853

283,536,175

496,677,735

Current assets

146,269,875

199,151,662

205,912,021

316,368,902

492,551,035

736,360,574

Total assets

591,722,263

885,033,641

929,060,425

1,026,030,499

1,191,680,233

1,427,778,451

EQUITY AND LIABILITIES

Share capital

390,000,000

690,000,000

690,000,000

690,000,000

690,000,000

690,000,000

Retained earnings

147,107,701

146,480,100

187,496,475

278,772,844

434,668,944

656,839,455

Total equity

537,107,701

836,480,099

877,496,474

968,772,844

1,124,668,943

1,346,839,455

Trade and other payables

37,460,672

29,551,194

27,345,278

26,977,359

29,666,531

36,135,668 Provision for expenses

1,464,236

1,464,236

1,464,236

1,464,236

1,464,236

1,464,236

Provision for WPPWF

15,522,791

17,362,906

22,570,472

28,622,895

35,677,700

43,126,128 Provision for income tax

166,863

175,206

183,966

193,165

202,823

212,964

Current liabilities

54,614,562

48,553,542

51,563,951

57,257,655

67,011,290

80,938,996

Total equity and liabilities

591,722,263

885,033,641

929,060,425

1,026,030,499

1,191,680,233

1,427,778,451

Net asset value per share

13.77

12.12

12.72

14.04

16.30

19.52

Page | 182

PROJECTED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Consolidated

Particulars 1 Jul 2018 to

1 Jul 2019 to

1 Jul 2020 to

1 Jul 2021 to

1 Jul 2022 to

1 Jul 2023 to

30 Jun 2019

30 Jun 2020

30 Jun 2021

30 Jun 2022

30 Jun 2023

30 Jun 2024

Audited

Projected

Projected

Projected

Projected

Projected

Revenue

61,166,044

64,224,346

183,455,563

242,350,563

317,447,063

395,223,913 Cost of sales

(25,076,805)

(26,330,645)

(99,051,929)

(103,314,212)

(108,191,961)

(113,368,225)

Gross profit

36,089,239

37,893,700

84,403,634

139,036,351

209,255,102

281,855,688 Office and administrative expenses

(16,244,352)

(34,306,569)

(39,996,046)

(41,369,260)

(42,873,794)

(44,509,948)

Profit from operations

19,844,887

3,587,131

44,407,589

97,667,091

166,381,308

237,345,740

Finance income

476,751

500,589

525,618

551,899

579,494

608,469

Profit/(loss) before finance cost

20,321,638

4,087,720

44,933,207

98,218,990

166,960,801

237,954,208

Finance Cost

(1,746,684)

(1,862,735)

(2,094,049)

(2,596,596)

(3,476,900)

(4,870,802)

Profit before contribution to WPPWF

18,574,954

2,224,985

42,839,158

95,622,394

163,483,901

233,083,406

Contribution to WPPWF

(884,522)

(105,951)

(2,039,960)

(4,553,447)

(7,784,948)

(11,099,210)

Profit before income tax

17,690,432

2,119,034

40,799,198

91,068,947

155,698,953

221,984,196

Income tax expense

(166,863)

(175,206)

(183,966)

(193,165)

(202,823)

(212,964)

Profit for the period/year

17,523,569

1,943,828

40,615,232

90,875,782

155,496,130

221,771,232

Other comprehensive income

-

-

-

-

-

-

Total comprehensive income for the period/year

17,523,569

1,943,828

40,615,232

90,875,782

155,496,130

221,771,232

Basic earnings per share (face value BDT 10)

0.45

0.05

0.59

1.32

2.25

3.21

Page | 183

Projected statement of cash flows New projects

Particulars

1 Jul 2018 to

1 Jul 2019 to

1 Jul 2020 to

1 Jul 2021 to

1 Jul 2022 to

1 Jul 2023 to

30 Jun 2019

30 Jun 2020

30 Jun 2021

30 Jun 2022

30 Jun 2023

30 Jun 2024

Audited

Projected

Projected

Projected

Projected

Projected


Cash receipts from customers

-

-

87,412,329

145,870,890

242,021,720

297,422,422 Cash paid to suppliers, contractors and others

-

-

(57,084,693)

(65,648,398)

(74,427,398)

(84,280,862)

Income taxes paid

-

-

-

-

-

-

Net cash generated by operating activities

-

-

30,327,636

80,222,492

167,594,322

213,141,560


Payments for acquisition of property, plant and equipment

-

(170,950,000)

-

(0)

0

(0)

Payments for acquisition of intangible assets

-

-

(109,100,000)

-

-

-

Payments for capital work-in-Progress

-

(54,550,000)

54,550,000

-

-

-

Net cash used in investing activities

-

(225,500,000)

(54,550,000)

(0)

0

(0)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issue of ordinary shares

-

300,000,000

-

-

-

- IPO costs

-

(19,950,000)

-

-

-

-

Net cash generated by financing activities

-

280,050,000

-

-

-

-

Net changes in cash and cash equivalents -

54,550,000

(24,222,364)

80,222,492

167,594,322

213,141,560

Cash and cash equivalents at the beginning of the period/year

-

-

54,550,000

30,327,636

110,550,129

278,144,451

Cash and cash equivalents at the end of the period/year

-

54,550,000

30,327,636

110,550,129

278,144,451

491,286,011

Net operating cash flow per share

-

-

1.01

2.67

5.59

7.10

Page | 184

PROJECTED STATEMENT OF CHANGES IN EQUITY

New projects For the year ended June 30, 2019



Stock dividend 90,000,000 (90,000,000) -






390,000,000 147,107,701 537,107,701

Addition

300,000,000 - 300,000,000


Profit for the year ended June 30, 2020 - (627,601) (627,601)





690,000,000 146,480,099 836,480,099







690,000,000 187,496,474 877,496,474







690,000,000 278,772,844 968,772,844







690,000,000 434,668,944 1,124,668,943




Page | 185

COST OF THE PROJECT & MEANS OF FINANCE

Particulars Infrastructure Development

Product Development

Total

Cost of the Project 170,950,000 111,800,000 282,750,000

Total Equity of the Project 282,750,000

Total Debt of the Project - - -

Net Present Value (NPV) 65,244,601

Internal Rate of Return (IRR) 12.79%

Modified Internal Rate of Return (MIRR) 11.50%

Accounting Rate of Return (ARR) 37.35%

Payback period of the projects (years) 3.13 Years

Means of finance Through IPO Proceeds

WEAKNESSES:

1. Low exposure in industries other than banking and remittance

2. Consumers’ adaptability in software technology and alternative banking channels

3. Poor Market Share

4. Slim profitability

THREAT:

1. Under developed Networking Infrastructure of Bangladesh, therefore higher uncertainty

2. Competitive pricing

3. Changes in Technology

4. Intangible Assets based company

CONCLUSION:

The feasibility of the company has been conducted and analyzed from the viewpoint of marketing, financial,

management & economic aspects and found to be worthwhile. The projected financial results and the

profitability estimated based on historical data shows that the project is viable and lucrative. This projection

will help the interested parties to have an idea about Infinity Technology International Limited.

Sd/-

Dated: October 12, 2019 (Md. Mizanur Rahman Bhuiyan, FCA) Dhaka, Bangladesh Dewan Nazrul Islam & Co. Chartered Accountants

Disclaimer: Our opinion is based on the documents and explanations presented to us by infinity technology international limited. The

actual achievement of the targets 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 limited is suggested to make changes to the plan as

necessary to adjust with the changes in the operating environment, circumstances and available systems & tools at the time of acquisition,

construction / development, installation and operation.

Page | 186

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:

(a) Lock-in.-Ordinary shares of the issuer, at the time of according consent to the public issue, shall be

subject to lock-in, from the first trading day at the exchange in the following manner:

(b) shares held by sponsors, directors and shareholders holding 10% (ten percent) or more, for 03

(three) years;

(c) in case, any existing sponsor or director of the issuer transfers any share to any person, those

transferred shares, for 03 (three) years;

(d) shares allotted to any person, before 4 (four) years or more of according consent to the public

issue, other than the persons mentioned in clause (a) and (b), for 01 (one) year;

(e) shares held by alternative investment funds, for 01 (one) year;

(f) shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d)

above, for 02 (two) years :

Provided that ordinary shares converted from any other type of securities shall also be subject to lock-

in as mentioned above.

Page | 187

(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.

SN Name of Shareholders Designation BO Account No. Allotement Date Transfer Date No. of

Securities Lock-in Years

No. of Securities

Pre IPO

(%)

1 A.S.M.Jamaluddin Chairman 1604790063826607

2-Dec-93 - 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

15-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

2 K.M. Rahmatullah Managing Director

1604790063826872

2-Dec-93 - 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

17-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

3 A.S.M. Ashrafuddin Director 1604790063826899

- 3-Jun-96 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

19-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

4 K.M. Obaidullah Director 1604790063827421

2-Dec-93 - 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

17-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

Page | 188

5 A.S.M. Kamaluddin Director 1604790063826880

2-Dec-93 - 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

19-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

6 K.M. Ahsanullah Director 1604790063827438

- 12-Mar-95 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

15-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

7 A.S.M. Shihabuddin Director 1604790063827470

- 3-Jun-96 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

22-Nov-15

200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

8 K.M. Barkatullah Director 1604790063827446

- 12-Mar-95 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

19-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

9 A.S.M. Shahabuddin Director 1604790063828416

- 3-Jun-96 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

22-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

Page | 189

10 K.M. Hamidullah Director 1604790063827454

- 12-Mar-95 7,000

3 2,070,000

5.31%

28-Jun-13 - 693,000

30-Jun-15 - 560,000

15-Nov-15 - 200,000

- 21-Oct-18 172,000

26-Jun-19 - 438,000

11 Ferdous Sharmina Osman Share holder 1604790063828424

- 10-Feb-13 11,500

3 1,181,000

3.03% 28-Jun-13 - 8,500

30-Jun-15 - 540,000

26-Jun-19 - 621,000

12 Abeda Parveen Share holder 1604790063828432

10-Feb-13 - 11,500

3 1,181,000

3.03% 28-Jun-13 - 8,500

30-Jun-15 - 540,000

26-Jun-19 - 621,000

13 Gazi Munibur Rahman Share holder

- 10-Feb-13 2,000 3 110,000

0.28%

26-Jun-19

108,000 2

14 Ruby Ahmed Share holder

28-Nov-18 650,000 2 650,000 1.67%

15 Saima Ahmed Share holder

10-Feb-13 1,000 3

55,000

0.14% 30-Jun-15

54,000 1

16 Asif Ahmed Share holder

30-Jun-15

54,000 1 54,000 0.14%

17 Nasiha Ahmed Share holder

10-Feb-13 1,000 3

55,000

0.14% 30-Jun-15

54,000 1

18 Hemayet Uddin Ahmed Share holder 1202460053948215 28-Nov-18 650,000 2

666,200

1.71% 26-Jun-19

16,200 2

19 Tripti Rani Ghosh Share holder 1202460001109529

10-Feb-13

300 3

70,200

0.18% 28-Jun-13

29,700 1

30-Jun-15

24,000 1

26-Jun-19

16,200 2

20 Adnan Hyder Yusuf Share holder 1201930045058131 28-Nov-18 252,000 2

327,600

0.84% 26-Jun-19

75,600 2

21 Md. Arafat Shams Share holder 1203410016371380

28-Nov-18 100,000 2 100,000 0.26%

22 Abdulla Al-Mahmud Share holder 1205670016630932 26-Jun-19

298,000 2 298,000 0.76%

23 Md.Mostafizur Rahman Share holder 1204040000208271

28-Nov-18 40,000 2 40,000 0.10%

Page | 190

24 Madhu Sudan Dey Share holder 1204570032785691

26-Jun-19 40,000 2 40,000 0.10%

25 Muhammed Didarul Islam Share holder 1202550067355215

28-Nov-18 40,000 2 40,000 0.10%

26 Lutfur Rahman Share holder 1203110059591746 26-Jun-19

239,000 2 239,000 0.61%

27 Abu Solaman Md. Sohel Share holder 1203880066551453

28-Nov-18 54,000 2 54,000 0.14%

28 Md. Zakir Hossain Share holder 1605480047768476

26-Jun-19 139,000 2 139,000 0.36%


Share holder 1602770045524684

7-Dec-16

200,000 2

1,560,000

4.00% 17-Jan-17

1,000,000 2

26-Jun-19

360,000 2

30 BMSL Investments Limited Share holder 1604940020020801 7-Dec-16

800,000 2

1,040,000

2.67% 26-Jun-19

240,000 2


Share holder 1202830020038094 17-Jan-17

50,000 2

65,000

0.17% 26-Jun-19

15,000 2

32 Prilink Securities Ltd. Share holder 1203300005828888 17-Jan-17

100,000 2

130,000

0.33% 26-Jun-19

30,000 2

33 Farida Banu Share holder 1203300045081619

17-Jan-17

100,000 2

260,000

0.67% 16-Apr-17

100,000 2

26-Jun-19

60,000 2

34 Dr. Md. Abu Syed Tito Share holder 1203300000173662

17-Jan-17

200,000 2

390,000

1.00% 16-Apr-17

100,000 2

26-Jun-19

90,000 2

35 Dr. Md. Zahirul Islam Share holder 1203300015280627 17-Jan-17

100,000 2

130,000

0.33% 26-Jun-19

30,000 2

36 Md. Gias Uddin Share holder 1604790062489766 17-Jan-17

50,000 2

65,000

0.17% 26-Jun-19

15,000 2


Share holder 1205150045165228 17-Jan-17

500,000 2

650,000

1.67% 26-Jun-19

150,000 2

38 Md. Habibur Rahman Share holder 1203310004098168 17-Jan-17

250,000 2

325,000

0.83% 26-Jun-19

75,000 2

39 A.N.M yeahea Share holder 1202850000039715 17-Jan-17

500,000 2

650,000

1.67% 26-Jun-19

150,000 2

40 Haseeb Ahmed Share holder 1204290058588607 17-Jan-17

250,000 2

325,000

0.83% 26-Jun-19

75,000 2

Page | 191

41 Azmat Niaz Share holder 1204290060245650 17-Jan-17

250,000 2

325,000

0.83% 26-Jun-19

75,000 2

42 Bangladesh Ship Breaking Ltd. Share holder 1204290062520516 17-Jan-17

500,000 2

650,000

1.67% 26-Jun-19

150,000 2

43 Al-Haj Abdul Malek Mollah Share holder 1204290017964183 17-Jan-17

250,000 2

325,000

0.83% 26-Jun-19

75,000 2

44 Shegufta Rahman Prima Share holder 1204290044540108 17-Jan-17

250,000 2

325,000

0.83% 26-Jun-19

75,000 2

45 Rukhna Rahman Tasha Share holder 1204290044540116 17-Jan-17

250,000 2

325,000

0.83% 26-Jun-19

75,000 2

46 Mr. Salim Rahman Share holder 1201840003495598 17-Jan-17

500,000 2

650,000

1.67% 26-Jun-19

150,000 2

47 Abdus Samad Share holder 1204290058417683 17-Jan-17

1,000,000 2

1,300,000

3.33% 26-Jun-19

300,000 2

48 Mr. Proshanta Kumar Halder Share holder 1204290058579698 17-Jan-17

1,000,000 2

1,300,000

3.33% 26-Jun-19

300,000 2

49 Dr. Shafinaz Islam Share holder 1203300007721878 17-Jan-17

300,000 2

390,000

1.00% 26-Jun-19

90,000 2

50 Md. Mamunur Rashid Share holder 1205780062279068 16-Apr-17

100,000 2

130,000

0.33% 26-Jun-19

30,000 2

51 Parkway Holdings Ltd. Share holder 1201520058588615 16-Apr-17

100,000 2

130,000

0.33% 26-Jun-19

30,000 2

52 Md. Mustafa Share holder 1203510000007468 16-Apr-17

150,000 2

195,000

0.50% 26-Jun-19

45,000 2

53 Nusrat Hafiz Share holder 1203510000699761 16-Apr-17

50,000 2

65,000

0.17% 26-Jun-19

15,000 2

54 Dr.Mohammad Shariful Islam Share holder 1203220016201740 16-Apr-17

50,000 2

65,000

0.17% 26-Jun-19

15,000 2

55 Dr.A.K.M.Masud Share holder 1202550003592391 16-Apr-17

50,000 2

65,000

0.17% 26-Jun-19

15,000 2

56 Dr.Md.Mostofa Akbar Share holder 1601880000633787 16-Apr-17

20,000 2

26,000

0.07% 26-Jun-19

6,000 2

Page | 192

57 Md. Shah Alam Mirdha Share holder 1201930062631985 16-Apr-17

20,000 2

26,000

0.07% 26-Jun-19

6,000 2

58 Aninda Iqbal Share holder 1203710062636902 16-Apr-17

20,000 2

26,000

0.07% 26-Jun-19

6,000 2

59 Kazi Amira Hossain Share holder 1203220062629339 16-Apr-17

50,000 2

65,000

0.17% 26-Jun-19

15,000 2

60 Md. Shahidullah (Shyamol) Share holder 1202400000173357 16-Apr-17

280,000 2

364,000

0.93% 26-Jun-19

84,000 2

61 Subir Mohajan Share holder 1204500058527981 16-Apr-17

20,000 2

26,000

0.07% 26-Jun-19

6,000 2

62 Md. Abdul Halim Share holder 1203350012293903 16-Apr-17

25,000 2

32,500

0.08% 26-Jun-19

7,500 2

63 Soumen Saha Share holder 1202020053888419 16-Apr-17

55,000 2

71,500

0.18% 26-Jun-19

16,500 2

64 Mohammad Tanvirul Islam Share holder 1604790018061957 16-Apr-17

310,000 2

403,000

1.03% 26-Jun-19

93,000 2

65 S.M. Emdadul Hoque Share holder 1201590063395910 24-Apr-18

100,000 2

130,000

0.33% 26-Jun-19

30,000 2

Total

39,000,000

39,000,000 100%

Page | 193

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

Page | 194

CHAPTER (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED

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

Particulars of Allotment Date of Allotment

Number of Shares Issued Shares Capital

(Amount in 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

Tenth 26-Jun-19 9,000,000 90,000,000 Existing Shareholders

Total (Before IPO) 12,100,000 26,900,000 390,000,000

Total IPO 300,000,000 Public Offer

Total (After IPO) 690,000,000 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.

(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.

Page | 195

(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.

Page | 196

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;

Page | 197

Auditors' Report and Audited Financial Statements

Of

Infinity Technology International Ltd. BDBL Bhaban (6th Floor - East)

12 Kawran Bazar C/A, Dhaka-1215, Bangladesh


Page | 198

INDEPENDENT AUDITOR’S REPORT

To the shareholders of Infinity Technology International Limited Opinion We have audited the accompanying financial statements of Infinity Technology International Limited which comprise the statement of financial position as at June 30, 2019 and the statement of profit or loss and other comprehensive income, statement of changes in equity, statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements give true and fair view of the financial position of the company as at June 30, 2019, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How the matter was addressed in the audit

Carrying value of Intangible assets

As at June 30, 2019 the intangible assets Tk. 379,046,218 reported in the financial statements.

The carrying value of Intangible assets is a key audit matter due to: The significance of the expenditure capitalised representing 64% of total assets. The necessity to assess management’s application of the requirements of the accounting standard Intangible assets (IAS-38) in light of capitalised expenditure.

Our audit procedures included the following:

Assessing the company’s right to tenure over Intangible assets by corroborating the ownership of the relevant licences, copyright of software from copyright office of Government of the people republic of Bangladesh and relevant third- party documentation;

Reviewing the director’s assessment of the carrying value of the capitalised intangible assets costs, ensuring the veracity of the data presented and assessing management’s consideration of this assets.

Evaluation of company documents for consistency with the intentions for continuing Intangible assets and corroborated in discussions with management. The documents we evaluated included:

Valuation reports of Intangible assets made by the company by an Independent auditors.

See note no 7.00 to the financial statements

Receivables adjustment and bad debt provisions

As at June 30, 2019 the company reported total receivable balance Tk. 131,813,375. Long-time outstanding balance is considered a key audit matter due to:

Our audit procedures included the following: Assessing the completeness and accuracy of the data used for the outstanding amount of receivable balances. Considering the adequacy of the financial statement

Page | 199

The receivable balance with Bangladesh Development Bank Ltd (Tk. 18,852,100), Bangladesh Public Service Commission (Tk. 1,430,590), Janata Bank Ltd (Tk. 41,580) is outstanding for long time without adjustment. The judgement required for provisioning bad debts against outstanding balances may be required.

disclosures contained in relation with trade receivables. Examining the contract with customer in relation with trade receivables.


Payables adjustment

As at June 30, 2019 the company reported total payable balance Tk. 16,160,179. Payable balance is considered a key audit matter due to: The payable balance with E- Galaxy Digital System Ltd. (Tk. 2,788,300) ,ERA Soft Ltd. (Tk. 9,307,500), Flora Ltd. (Tk. 491,000), Intimacy Computer Electronics. (Tk. 3,536,000) is without adjustment during the year. The judgement required for write down of payable balances may be required.

Our audit procedures included the following: Assessing the completeness and accuracy of the data used for the outstanding amount of payable balances. Considering the adequacy of the financial statement disclosures contained in relation with payable. Examining the contract with suppliers in relation with payable.


Responsibilities of management and those charged with governance for the financial statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards (IFRS), International Accounting Standers (IAS), the Companies Act 1994 and other applicable laws and regulation 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. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibility for the audit of the financial statements The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud

Page | 200

is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit 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 Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on other legal and regulatory requirements

In accordance with the Companies Act 1994, and the Securities and Exchange Rules 1987, we also report the following:

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 October 12, 2019

(M M Rahman & Co.) Chartered Accountant

Page | 201

INFINITY TECHNOLOGY INTERNATIONAL LTD.BDBL Bhaban, 6th Floor - East

12 Kawran Bazar C/A

Dhaka-1215

Statement of Financial Position

As at June 30, 2019

Restated Restated

Amount (Tk.) Amount (Tk.) Amount (Tk.)

June 30, 2019 June 30, 2018 July 01, 2017

ASSETS

Property, plant and equipment 6.00 53,316,683 15,140,394 18,188,302

Intangible assets 7.00 379,046,218 381,230,269 355,442,513

Capital work in progress 8.00 13,089,487 9,847,812 10,164,730

Total non-current assets 445,452,388 406,218,475 383,795,545

Trade and other receivables 9.00 131,813,375 112,924,379 115,411,276

Advances, deposits and prepayments 10.00 8,978,786 47,888,461 48,874,010

Accrued interest income 11.00 85,990 41,007 31,553

Cash and cash equivalents 12.00 5,391,724 7,419,067 10,352,691

Total current assets 146,269,875 168,272,914 174,669,530

Total assets 591,722,263 574,491,389 558,465,075

EQUITY

Share capital 13.00 390,000,000 300,000,000 300,000,000

Retained earnings 14.00 147,046,313 219,584,132 208,193,594

Total equities 537,046,313 519,584,132 508,193,594

LIABILITY

Trade and other payables 15.00 37,460,672 37,373,642 36,496,747

Provision for expenses 16.00 1,464,236 4,496,642 2,090,085

17.00 15,584,179 12,891,585 10,989,741

Provision for income tax 18.00 166,863 145,388 694,908

Total current liabilities 54,675,950 54,907,257 50,271,481

Total liabilities 54,675,950 54,907,257 50,271,481

Total equity and liabilities 591,722,263 574,491,389 558,465,075

Net asset value per share 27.00 13.77 17.32 16.94

The accounting policies and explanatory notes form an integral part of these financial statements.

Notes

Provision for workers’ profit

participation and welfare fund

Page | 202


12 Kawran Bazar C/A

Dhaka-1215

Statement of profit or loss and other comprehensive income


Restated

Amount (Tk.) Amount (Tk.)

June 30, 2019 June 30, 2018

Net revenue 19.00 61,166,044 58,459,846

Less: Cost of sales 20.00 25,076,805 25,551,029

Gross profit 36,089,239 32,908,817

Less: Office and administrative expenses 21.00 16,244,352 19,886,445

Profit from operations 19,844,887 13,022,372

Add: Other income 22.00 476,751 415,398

Profit/(loss) before finance costs 20,321,638 13,437,770

Less: Financial expenses 23.00 1,811,142 1,325,047

Profit/(loss) before contribution to WPPWF 18,510,496 12,112,723

24.00 881,452 576,796

Profit/(loss) before income tax 17,629,044 11,535,927

Less: Income tax expenses 25.00 166,863 145,389

Profit for the year 17,462,181 11,390,538

Basic earnings per share 26.00 0.45 0.29


Notes

Less: Contribution to workers' profit participation and

welfare fund

Page | 203


12 Kawran Bazar C/A

Dhaka-1215

Statement of Changes in Equity



Stock dividend 90,000,000 (90,000,000) -

Profit during the year - 17,462,181 17,462,181



Restated

Balance as at July 01, 2017 (as Reported) 300,000,000 217,555,978 517,555,978

Advance income tax (AIT) adjustment (9,414,705) (9,414,705)

WPPWF adjustment - 52,321 52,321

Restated balance 300,000,000 208,193,594 508,193,594

Profit during the year - 11,390,538 11,390,538

Balance as on June 30, 2018 (Restated) 300,000,000 219,584,132 519,584,132


Particulars Share capital Retained

earnings Total

Particulars Share capital Retained

earnings Total

Page | 204

INFINITY TECHNOLOGY INTERNATIONAL LTD.

BDBL Bhaban, 6th Floor - East

12 Kawran Bazar C/A

Dhaka-1215

Statement of cash flows


Restated


June 30, 2019 June 30, 2018


Cash receipts from customers 42,277,047 60,946,743

Cash receipts from other income 431,768 405,944

Cash paid to suppliers, contractors and others (13,331,001) (10,676,809)

Cash paid to employees (8,306,385) (7,358,838)

Finance cost (1,811,142) (1,325,047)

Income taxes paid (144,292) (182,221)

Net cash generated by operating activities 19,115,996 41,809,772


Payments for acquisition of property, plant and equipment (636,660) (605,566)

Payments for acquisition of intangible assets (17,265,004) (33,886,748)

Payments for capital work-in-Progress (3,241,675) (10,251,082)

Net cash used in investing activities (21,143,339) (44,743,396)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of ordinary shares - -

Proceeds from share money deposit - -

Net cash generated by financing activities - -

(2,027,343) (2,933,624)

Cash and cash equivalents at the beginning of the year 7,419,067 10,352,691

Cash and cash equivalents at the end of the year 5,391,724 7,419,067

The above balance consists of the followings:

Cash in hand 38,979 5,146

Cash at bank 123,191 314,177

FDR 5,229,554 7,099,744

5,391,724 7,419,067

Net operating cash flow per share 28.00 0.49 1.39


Net changes in cash and cash equivalents

Page | 205



12 Kawran Bazar C/A

Dhaka-1215

Schedule of property, plant and equipment

As at June 30, 2019

Land and land development - 40,636,660 40,636,660 - - - 40,636,660

Computer and accessories 9,086,138 - 9,086,138 20% 5,686,417 679,944 6,366,361 2,719,777

Electrical equipment 2,508,904 - 2,508,904 10% 1,231,105 127,780 1,358,885 1,150,019

Electric installation 1,397,213 - 1,397,213 20% 1,043,179 70,807 1,113,986 283,227

Furniture and fixtures 2,503,325 - 2,503,325 10% 1,076,509 142,681 1,219,190 1,284,135

Office decoration 6,436,043 - 6,436,043 10% 2,773,178 366,287 3,139,465 3,296,578

Office equipment 2,520,092 - 2,520,092 10% 1,307,298 121,280 1,428,578 1,091,514

Server 9,756,125 - 9,756,125 25% 5,949,760 951,592 6,901,352 2,854,773

Total as on 30-06-2019 34,207,840 40,636,660 74,844,500 19,067,446 2,460,371 21,527,817 53,316,683

Total as on 30-06-2018 33,602,274 605,566 34,207,840 15,413,972 3,653,474 19,067,446 15,140,394

Depreciation charged during the year has been allocated as follows:

Direct expenses @ 75% 1,845,278

Office and administrative expenses @ 25% 615,093

2,460,371

Schedule - A

Rate

of

Dep.

Depreciation

Addition

during the

year

Opening

balance

01.07.18

Carrying

amount

30.06.19

Closing

balance

30.06.19

Closing

balance

30.06.19

Particulars

At cost

Addition

during the

year

Opening

balance

01.07.18

Page | 206



12 Kawran Bazar C/A

Dhaka-1215

Schedule of intangible assets

As at June 30, 2019

Bangladesh Bank

Reporting

Software

Version 5 21,661,000 - 21,661,000 5% 4,839,752 841,062 5,680,814 15,980,186

Infinity 365 (An

Enterprise Green

Core Banking

Solution)

Version 2.1 151,395,521 5,177,139 156,572,660 5% 26,819,615 6,359,694 33,179,309 123,393,351

Infinity ABB

SolutionVersion 5 30,265,908 918,902 31,184,810 5% 6,258,231 1,223,209 7,481,440 23,703,370

Infinity ATM

SolutionVersion 4 7,283,586 465,935 7,749,521 5% 1,285,205 312,291 1,597,496 6,152,025

Infinity Banking

Solution (IBS)Version 4+ 80,362,461 2,389,185 82,751,646 5% 15,145,623 3,307,420 18,453,043 64,298,603

Infinity DNA Bank

SolutionVersion 1.0 2,068,000 - 2,068,000 5% 352,192 85,790 437,982 1,630,018

Infinity e-

Recruitment

Solution

Version 2 20,260,287 595,935 20,856,222 5% 3,711,417 842,708 4,554,125 16,302,097

Infinity ERP

SolutionVersion 1.0 26,786,503 3,645,039 30,431,542 5% 1,714,293 1,324,619 3,038,912 27,392,630

Infinity HR

Management

Solution

Version 1.0 10,568,000 1,655,510 12,223,510 5% - 562,124 562,124 11,661,386

Infinity

Reconciliation

Solution

Version 5 9,413,122 743,902 10,157,024 5% 665,933 455,356 1,121,289 9,035,735

Infinity SMS

Banking SolutionVersion 3 23,725,262 219,967 23,945,229 5% 4,801,850 951,464 5,753,314 18,191,915

LIMS Software Version 2.1 22,264,673 - 22,264,673 5% 4,315,878 897,440 5,213,318 17,051,355

Remit Infinity Version 5 54,643,628 1,453,490 56,097,118 5% 9,557,694 2,285,878 11,843,572 44,253,546

460,697,951 17,265,004 477,962,955 79,467,682 19,449,055 98,916,737 379,046,218

416,243,203 44,454,748 460,697,951 60,800,690 18,666,992 79,467,682 381,230,269

Details of software development cost during the year are as follows:

Preparation

of SRS

Software

DesigningProgramming

Report

DevelopmentTesting Debugging Integration Total

- - - - - - - -

52,950 176,500 3,941,639 529,500 211,800 176,500 88,250 5,177,139

23,250 77,500 376,402 232,500 93,000 77,500 38,750 918,902

11,100 37,000 206,935 111,000 44,400 37,000 18,500 465,935

45,120 150,400 1,336,385 451,200 180,480 150,400 75,200 2,389,185

- - - - - - - -

15,000 50,000 245,935 150,000 60,000 50,000 25,000 595,935

25,500 85,000 3,050,039 255,000 102,000 85,000 42,500 3,645,039

37,500 125,000 780,510 375,000 150,000 125,000 62,500 1,655,510

18,000 60,000 323,902 180,000 72,000 60,000 30,000 743,902

5,160 17,200 99,567 51,600 20,640 17,200 8,600 219,967

- - - - - - - -

30,327 101,090 745,860 303,270 121,308 101,090 50,545 1,453,490

263,907 879,690 11,107,174 2,639,070 1,055,628 879,690 439,845 17,265,004

Infinity SMS Banking Solution

LIMS software

Remit Infinity

Total

Infinity Banking Solution (IBS)

Infinity DNA Bank Solution

Infinity e-Recruitment solution

Infinity ERP Solution

Infinity Reconciliation Solution

Infinity HR Management

Opening

balance

01.07.18

Addition

during the

year

Closing

balance

30.06.19

Opening

balance

01.07.18

Total as on 30.06.19

Addition

during the

year

At cost

Rate of

amortization

Amortization

Infinity ATM Solution

Name of Software

Software development cost

Bangladesh Bank Reporting

Infinity 365 (An Enterprise

Green Core Banking Solution)

Infinity ABB Solution

Schedule - B

Name of

SoftwareVersion

Total as on 30.06.18

Carrying

amount

30.06.19

Closing

balance

30.06.19

Page | 207


BDBL Bhaban, 6th Floor – East 12 Kawran Bazar C/A Dhaka-1215 NOTES TO THE FINANCIAL STATEMENTS For the year ended June 30, 2019

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 July 10, 2017.

2.00 Nature of corporate 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 customers depending on customers’ requirement with their satisfaction through internet or by telecommunication.

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 facility, 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 and Explanatory notes covering accounting policies. 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). 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.

Page | 208

4.00 Basis of preparation 4.01 Statement of compliance The financial statements of the company have been prepared in accordance with International Accounting

Standards (IAS) International Financial Reporting Standards (IFRS), The Companies Act 1994 and other applicable laws and regulations.

IAS-01 Presentation of Financial Statements IAS-07 Statements of Cash flows IAS-08 Accounting Policies, Changes in Accounting Estimates & Errors. IAS-10 Events after the reporting period IAS-12 Income Taxes IAS-16 Property, Plant and Equipment IAS-23 Borrowing Costs IAS-24 Related Party Disclosures IAS-33 Earnings Per Share IAS-37 Provisions, Contingent Liabilities and Contingent Assets. IAS-38 Intangible Assets. IFRS-13 Fair Value Measurement IFRS-15 Revenue from Contracts with Customers

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 12, 2019.

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. 4.06 Accrual basis of accounting These financial statements have been prepared under the accrual basis of accounting. 4.07 Use of estimates & judgment

Page | 209

The preparation of these financial statements is in conformity with IAS/IFRS 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 July 01, 2018 to June 30, 2019. 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 equipments 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 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. No depreciation is charged in the year of disposal at all.

Rates of depreciation on various classes of fixed assets are as under :

Computer & Accessories 20% Motor Vehicle 20% Air-Conditioner 10% Electric Installation 20% Office decoration 10% Server 25% Furniture & fixture 10% Office equipment 10% Electrical Equipment 10%

Page | 210

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 IAS 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

Impairment of assets

At the end of each reporting period, entity is required to assess whether there is any indication that an asset may be impaired (i.e. its carrying amount may be higher than its recoverable amount). IAS 36 has a list of external and internal indicators of impairment. If there is an indication that an asset may be impaired, then the asset's recoverable amount must be calculated. The recoverable amounts of the following types of intangible assets are measured annually whether or not there is any indication that it may be impaired. Impairment test has been carried out in accordance with relevant standard, no indication has been found for impairment during the year.

5.04 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.

5.05 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 Comprehensive Income. 5.06 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.

Page | 211

5.07 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.

5.08 Revenue recognition Entity recognise revenue to depict the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This core principle is delivered in a five-step model framework: Identify the contract(s) with a customer Identify the performance obligations in the contract Determine the transaction price Allocate the transaction price to the performance obligations in the contract Recognise revenue when (or as) the entity satisfies a performance obligation. Application of this guidance will depend on the facts and circumstances present in a contract with a customer and will require the exercise of judgment. Entity does not satisfy its performance obligation over time, it satisfies it at a point in time. Revenue will therefore be recognised when control is passed at a certain point in time.

5.09 Statement of cash flows Statement of Cash Flows is prepared in accordance with IAS - 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.

5.10 Statement of changes in equity Statement of changes in equity is prepared in accordance with IAS - 1 “Presentation of Financial Statements". This

statement reflects information about the increase or decrease in net assets or wealth.

5.11 5.12

Corporate tax

a) Tax exempted: Provision for income tax has not been calculated for the year 2018 - 2019 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 and Welfare Found (WPPWF) under section 14 of the Bangladesh Workers Welfare Foundation Act, 2006 and 5% of the profit before charging such expense have been transferred to this fund.

Page | 212

5.13 Earnings per share Earnings per share (EPS) are calculated in accordance with the IAS – 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 – 26

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 earning 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. 5.14 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.

5.14.1 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.

5.14.2 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.

5.14.3 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.

5.14.4 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.

Page | 213

5.14.5 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 control measures.

5.15 Comparative information Comparative information have been disclosed in respect of the year 2018 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.

5.16 Events after the reporting period In compliance with the requirements of IAS 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.

Page | 214

June 30, 2019 June 30, 2018

6.00 Property, plant and equipment: Tk. 53,316,683

A. Cost

Opening balance 34,207,840 33,602,274

Addition during the year 40,636,660 605,566

Total Cost 74,844,500 34,207,840

B. Accumulated depreciation

Opening balance 19,067,446 15,413,972

Depreciation charged during the year 2,460,371 3,653,474

Total accumulated depreciation 21,527,817 19,067,446

Carrying amount 53,316,683 15,140,394

Detai l s of property, plant and equipment are shown in Schedule - A.

7.00 Intangible assets: Tk. 379,046,218

A. Cost

Opening balance 460,697,951 416,243,203

Addition during the year 17,265,004 44,454,748

Total cost 477,962,955 460,697,951

B. Accumulated amortization

Opening balance 79,467,682 60,800,690

Amortization charged during the year 19,449,055 18,666,992

Total accumulated amortization 98,916,737 79,467,682

Carrying amount 379,046,218 381,230,269

Detai l s of intangible assets are shown in Schedule - B.

Intangible assets valuation

8.00 Capital work in progress: Tk. 13,089,487

Opening balance 9,847,812 10,164,730

Add: Addition during the year 3,241,675 10,251,082

13,089,487 20,415,812

Less : Transfer to intangible assets during the year - (10,568,000)

Closing balance 13,089,487 9,847,812

Details of capital work in progress added during the year

Development cost of Infini ty HR Management Solution

Preparation of SRS 76,978 287,681

Software des igning 256,594 958,938

Programming 1,445,516 3,538,522

Report development 769,783 2,876,812

Testing 307,913 1,150,724

Debugging 256,594 958,938

Integration 128,297 479,467

Total 3,241,675 10,251,082

9.00 Trade & other receivables: Tk. 131,813,375

Trade receivables 9.01 110,512,882 92,245,363

Other receivables (VAT) 9.02 21,300,493 20,679,016

Total 131,813,375 112,924,379

9.01 Trade receivables: Tk. 110,512,882

Opening balance 92,245,363 96,412,330


153,411,407 154,872,176

Less : Adjustments made during the year 42,898,525 62,626,813

Closing balance 110,512,882 92,245,363

Amount in BDT

The company revalued its Intangible assets for appropriate accounting treatment in relation to software development expenses .The

report a lso highl ights the extent to which such expenses can be capita l i sed and tratement of prior period adjustment in relation to such

capita l i sation. The valuation has been done by Rahman Mostafa Alam & Co., Chartered Accountants to reflect the up to date value of

these exis ting assets in the financia l s tatements as at June 30, 2019. The company has got the copyright of software/ service from the

copyright office of Government of the people republ ic of Bangladesh.

Note:- Development costs include certa in directly attributable portion of sa laries and al lowances of employees (i .e. operators and

programmers).

Page | 215

The break up of the amount i s as fol lows: Working

Balance as at July

01, 2018

Addition during

the year

Adjustment

during the year

Balance as at June

30, 2019

Balance as on June

30, 2018

11,143,090 57,000 3,367,540 7,832,550 11,143,090

490,108 2,010,846 1,994,381 506,573 490,108

609,023 1,425,000 1,426,875 607,148 609,023

1,884,500 - 100,000 1,784,500 1,884,500

6,363,722 - 170,037 6,193,685 6,363,722

- 1,425,000 - 1,425,000

18,852,100 - - 18,852,100 18,852,100

- 189,525 - 189,525 -

22,499,935 11,052,300 10,341,528 23,210,707 22,499,935

3,073,189 3,215,413 1,862,051 4,426,551 3,073,189

10,285 152,000 105,285 57,000 10,285

1,430,590 - - 1,430,590 1,430,590

- 702,000 702,000 - -

71,679 - 71,679 - 71,679

473,000 475,000 546,250 401,750 473,000

488,349 168,150 391,073 265,426 488,349

FM Group BD - 1,900,000 - 1,900,000 -

Innovation - 1,990,000 1,040,000 950,000 -

3,989,085 - 3,989,085 - 3,989,085

2,002,500 - 1,300,000 702,500 2,002,500

41,580 - - 41,580 41,580

Maudl in Fashion World - 1,900,000 - 1,900,000 -

232,014 1,320,500 1,286,514 266,000 232,014

113,986 79,800 118,000 75,786 113,986

- 950,000 - 950,000 -

1,774,500 - 429,175 1,345,325 1,774,500

2,013,500 - 1,063,558 949,942 2,013,500

- 1,807,000 1,807,000 - -

292,230 95,000 292,230 95,000 292,230

10,135,472 22,791,450 2,375,139 30,551,783 10,135,472

1,852,900 - 630,000 1,222,900 1,852,900

996,227 - 71,543 924,684 996,227

801,377 3,437,160 3,275,605 962,932 801,376

S.K. International - 3,107,000 3,107,000 - -

201,078 - 81,235 119,843 201,078

56,963 184,400 239,393 1,970 56,964

94,531 475,000 200,000 369,531 94,531

257,850 256,500 514,350 - 257,850

92,245,363 61,166,044 42,898,525 110,512,882 92,245,363

Note: "The Farmers Bank Ltd." has been migrated to "Padma Bank Ltd."

9.02 Other receivables (VAT) : Tk. 21,300,493

Opening balance 20,679,016 18,998,946


23,898,281 21,753,598

Less : Adjustment during the year 2,597,788 1,074,582

Closing balance 21,300,493 20,679,016

1-3 Months 4-6 Months Total

30,422,253 26,362,675 131,813,375

30,422,253 26,362,675 131,813,375

i) Debt considered good in respect of which the Company is fully secured:

iii) Trade & other receivables considered doubtful or bad:

iv) Trade & other receivables due by directors or others officers of the Company:

Trade receivables accrued in the ordinary course of bus iness are cons idered good and secured against confi rmed agreement.

ii) Trade & other receivables considered good for which the Company hold no security other than the personal security:

There i s no trade receivables in this respect as on June 30, 2019.

The Company did not make any provis ion for doubtful debts as on June 30, 2019 because of the fact that services rendered are based on

agreement.

There i s no trade receivables in this respect as on June 30, 2019.

Particulars Above 6 Months

Trade & other receivables 75,028,447

Total 75,028,447

Padma Bank Ltd.(Remittance)

Uttara Bank Ltd. (Remittance)

Total

Information about trade and other receivables as per requirement under Schedule XI, Part 1, Para 4 of the Companies Act, 1994

Debtors have been s tated at their nominal va lue. Debtors are accrued in the ordinary course of bus iness .

Aging schedule of accounts receivable:

Rajshahi Krishi Unnayan Bank

Resource Planning & Management Consultants

(Pvt.) Ltd.

Rupal i Bank Ltd.

Rupal i Bank Ltd. (Remittance)

Sonal i Bank Ltd.

Standard Bank Ltd. (Remittance)

Modhumoti Bank Ltd.

M/S Shabit Trading

One Source Solutions

Orange BD Ltd.

Paris Gal lery

Premier Bank Ltd. (Remittance)

EXIM Bank Ltd. (Remittance)

Fi rs t Securi ties Is lamic Bank Ltd.


Ja j Bhuiyan Group

Janata Bank Ltd.

Mercanti le Bank Ltd. (Remittance)

Bangladesh Krishi Bank

Bangladesh Navy

Bangladesh Pol ice Ka l lyan Trust

Bangladesh Publ ic Service Commiss ion

Bithi International Ltd.

Doly Construction Ltd.

Agrani SME Financing Company Ltd.

AKR Technology

Ansar-VDP Unnayan Bank

Argonauts Ltd.

Bangladesh Development Bank Ltd.

Bangladesh Insti tution of Bank Management

Name of Customers

Agrani Bank Ltd.

Agrani Bank Ltd. (Remittance)

Page | 216

v) Trade & other receivables due by common management:

vi) Reserve for doubtful debts

10.00 Advances, deposits and prepayments: Tk. 8,978,786

The break up of the amount i s as fol lows:

Advance against office rent 10.01 269,488 369,488

Securi ty depos i t aga inst bi l l 10.02 2,190,671 1,170,250

Securi ty depos i t for telephone 10.03 45,450 45,450

Advance income tax (AIT) (Restated) 10.04 43,177 44,273

Advance against corporate consultancy 10.05 1,000,000 1,000,000

Advance against land purchase 10.06 5,000,000 45,000,000

Earnest money depos i ts 10.07 430,000 259,000

Total 8,978,786 47,888,461

Al l the above advances , depos i ts and prepayments are cons idered as good and secured by the company management.

10.01 Advance against office rent: Tk. 269,488

Opening balance 369,488 314,048

Add: Addition during the year - 169,488

369,488 483,536

Less : Adjustment during the year 100,000 114,048

Closing balance 269,488 369,488


Office at BDBL Bhaban (6th Floor - East) 169,488 169,488

Office at Mirpur DOHS 100,000 200,000

Total 269,488 369,488

10.02 Security deposit against bill:Tk. 2,190,671

Opening balance 1,170,250 492,550

Add: Addition during the year 1,277,621 779,590

2,447,871 1,272,140


Closing balance 2,190,671 1,170,250


Name of the Parties Balance as at July

01, 2018

Addition during

the year

Adjustment

during the year

Balance as at June

30, 2019

Balance as on June

30, 2018

Rupal i Bank Ltd. 35,000 - 35,000 - 35,000

Dhaka Ci ty Corporation (South) 32,000 - 32,000 - 32,000

Agrani Bank Ltd. 14,850 - 200 14,650 14,850

Ansar VDP Unnayan Bank 24,500 - - 24,500 24,500

WASA 22,000 - - 22,000 22,000

National Bank Ltd. 90,000 - 90,000 - 90,000

Ra jshahi Krishi Unnayan Bank 54,000 67,500 - 121,500 54,000

Bangladesh Krishi Bank 797,900 1,075,121 - 1,873,021 797,900

Bangladesh Navy 100,000 135,000 100,000 135,000 100,000

1,170,250 1,277,621 257,200 2,190,671 1,170,250

10.03 Security deposit for telephone: Tk. 45,450


Add: Addition during the year - -

45,450 45,450

Less : Adjustment during the year - -



Telephone depos i t 45,450 45,450

45,450 45,450

10.04 Advance income tax (AIT): Tk. 43,177

Opening balance (Restated) 44,273 556,962

Add: Addition during the year 43,177 388,173

87,450 945,135




AIT on interest income from bank account 3,745 4,264

AIT on interest income from FDR 39,432 40,009

AIT on bi l l - 343,900

43,177 388,173

Total

There i s no such reserve created in this respect as on June 30, 2019.

There i s no such trade receivables in this respect as on June 30, 2019.

Page | 217

Advance Income Tax ( as previously audited 2016-2017) 9,971,666

Advance Income Tax (before 2013-2014) (8,224,016)

Advance Income Tax (2013-2014) (798,771)




Restated opening balance 2017 556,962

10.05 Advance against corporate consultancy: Tk. 1,000,000

Opening balance 1,000,000 1,647,000

Add: Addition during the year - 500,000

1,000,000 2,147,000

Less : Adjustment during the year - (1,147,000)



Name Balance as at July

01, 2018

Addition during

the year

Adjustment

during the year

Balance as at June

30, 2019

Balance as on June

30, 2018

Mr. Hemayet Uddin Ahmed 1,000,000 - - 1,000,000 1,000,000

1,000,000 - - 1,000,000 1,647,000

10.06 Advance against land purchase: Tk. 5,000,000

Opening balance 45,000,000 45,000,000

Add: Addition during the year - -

45,000,000 45,000,000

Less : Adjustment during the year 40,000,000 -

Closing balance 5,000,000 45,000,000

The break up is as fol lows:

Anirban Hous ing Ltd. 5,000,000 45,000,000

5,000,000 45,000,000

3) Description of registered land:


2 10 Kathas

3 10 Kathas

20 Kathas

10.07 Earnest money deposits: Tk. 430,000


Name of Organization Balance as at July

01, 2018

Addition during

the year

Adjustment

during the year

Balance as at June

30, 2019

Balance as on June

30, 2018

Bangladesh Navy (NSSD) - 235,000 235,000 - -

Bangladesh Betar - 200,000 200,000 - -

Bangladesh Jute Research Insti tute - 75,000 - 75,000 -

Minis try of Hous ing and Publ ic Works - 6,000 - 6,000 -

Prime Bank Ltd. - 60,000 - 60,000 -

Uttara Bank Ltd - 25,000 25,000 - -

Pol ice Headquarter 100,000 - - 100,000 100,000

Khulna Shipyard 125,000 - - 125,000 125,000

RAB Afis 20,000 - 2,000 18,000 20,000

Janata Bank Ltd. 4,000 - 4,000 - 4,000

Department of Shipping 10,000 - 10,000 - 10,000

Dhaka Res identia l Model Col lege - 15,000 15,000 - -

Ra jshahi Krishi Unnayan Bank - 67,500 67,500 - -

Ra juk Uttara Model Col lege - 30,000 - 30,000 -

BD Roads & Highways Department - 7,000 - 7,000 -

Minis try of Expati ties - 9,000 - 9,000 -

Border Guard Bangladesh - 120,000 120,000 - -

Election Commiss ion - 60,000 60,000 - -

Sonal i Bank Ltd. - 50,000 50,000 - -

259,000 959,500 788,500 430,000 259,000

Total

Total

Reason for restatement: In pursuance of IAS -8 retrospective effect i s required to be given on Advance income tax (AIT) previous years

erroneous ly no adjustment has been made against AIT on sa les and others AIT in accounts .

Total

1) The Company has purchased 2 (Two) plots of 10 kathas each tota l ing 20 kathas (33 Decimals ) in the project named "Anirban

Dhaleswary Ci ty" located at Mouja / P.O: Ba lurchar, P/S: Shira jdikhan, Dis t.: Munshiganj from Anirban Hous ing (Pvt.) Ltd. The Company has

completed regis tration of saaf kabala deed on January 21, 2019.

2) The cons ideratoin money of Tk. 40,000,000 (Four Crore) only has been adjusted from the depos i ted of Tk. 45,000,000 (Four crore fi fty lac)

only and the balance amount of Tk. 5,000,000 (Fi fty lac) only wi l l remain as advance for the other plots of the contracted area.

Block - A S.A-96, R.S-95

C.S-240/Ka 245

S.A-200 R.S-

1321

R.S-83 612/20

Page | 218

11.00 Accrued interest income: Tk. 85,990

Accrued interest on FDR 85,990 41,007

85,990 41,007


Bank Branch Tenure Balance as at June

30, 2019

Balance as on June

30, 2018

Al-Arafah Is lami Bank Ltd. Moti jheel MTD-3 month 4,499 6,305

Al -Arafah Is lami Bank Ltd. Moti jheel MTD-3 month - 13,870

Al -Arafah Is lami Bank Ltd. Moti jheel MTD-3 month 263 403

Al -Arafah Is lami Bank Ltd. Moti jheel MTD-12 month 56,132 -

Al -Arafah Is lami Bank Ltd. Moti jheel MTD-36 month 16,878 -

Al -Arafah Is lami Bank Ltd. Moti jheel Cor. MTD-3 month - 9,699

Standard Bank Ltd. Topkhana Road MTD-3 month 8,217 10,730

85,990 41,007

12.00 Cash and cash equivalents: Tk. 5,391,724


Cash in hand 38,979 5,146

Cash at bank 12.01 123,191 314,177

FDR 12.02 5,229,554 7,099,744

Total 5,391,724 7,419,067

12.01 Cash at bank: Tk. 123,191

Name of the Bank Type of A/C Branch Name Balance as at June

30, 2019

Balance as on June

30, 2018

Agrani Bank Ltd. STD Principa l , DHA 5,746 6,691

Al -Arafah Is lami Bank Ltd. CD HO Corp. 4,425 28,563

Al -Arafah Is lami Bank Ltd. CD Moti jheel 4,422 3,472

Al -Arafah Is lami Bank Ltd. SND Moti jheel 32,647 19,113

Al -Arafah Is lami Bank Ltd. CD Moti jheel Corp. 528 2,023

Dutch-Bangla Bank Ltd. CD Pal labi 3,912 3,935

Dutch-Bangla Bank Ltd. STD Pal labi 49,423 29,721

Janata Bank Ltd. CD Jatrabari Corp. 1,597 2,747

Modhumoti Bank Ltd. CD Moti jheel 2,444 3,744

Modhumoti Bank Ltd. SND Moti jheel 1,971 67,921

Ra jshahi Krishi Unnayan

Bank Ltd.CD LPO 284 119,711

Rupal i Bank Ltd. CD Local Office 5,153 2,177

South-Bangla Agricul ture

and Commerce BankCD Gulshan 2,971 5,000

Sonal i Bank Ltd. CD Local Office 4,174 3,600

Sonal i Bank Ltd. CD Mirpur 3,493 15,759

123,191 314,177

Note: Rupali Bank Ltd, Accounts no 20-00-81436 has been migrated to '0018020008143 due to system upgrade

12.02 FDR: Tk. 5,229,554


Al-Arafah Islami Bank Ltd:-

A/C No. 0021310130844 1,321,030 1,286,055

A/C No. 0021310155087 - 1,268,143

A/C No. 0021310156347 232,140 219,422

A/C No. 0021330643429 1,691,101 1,600,000

A/C No. 0021350060885 531,002 500,000

A/C No. 0151310103769 - 850,000

Standard Bank Ltd:-

1,454,281 1,376,124

5,229,554 7,099,744

Terms & conditions

Particulars Details

Name of company Al-Arafah Is lami Bank Ltd.

Type of account Mudaraba -03 month term depos i t

Branch name Moti jheel

A/C no 0021310156347

Purpose Short term investment

Particulars Details




A/C no 0021310130844


Particulars Details




A/C no 0021330643429


Particulars Details




A/C no 0021350060885


Particulars Details

Name of company Standard Bank Ltd.

Type of account Mudaraba term depos i t receipt

Branch name Topkhana Road

A/C no 0050121000331


101.300.00343

0002633143491

1188545

Total

A/C No. 0050121000331

211.120.0001516

100.0105.58560

100.111.100000499

110.113.500000075

200006149

0018020008143

0200004894712

1431220000036

00210-200-52474

0021-220-005621

01510-200-18697

211.110.00010533

0021330643429

0021350060885

0151310103769

0050121000331

Total

Account number

Account Number

0021310130844

0021310155087

0021310156347

Page | 219

13.00 Share capital: Tk. 390,000,000

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 390,000,000 300,000,000

390,000,000 300,000,000


Particulars Financial year No. of Shares Value per

share (Tk.)

Share Amount

(Tk.)

Fundamental Share Establ ished 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

Bonus Share 2018-2019 9,000,000 10 90,000,000

39,000,000 390,000,000

Details of shareholding position as on June 30, 2019:

Name of shareholders Designation No. of Shares Value per

share (Tk.) % of Total Share Amount (Tk.) Amount (Tk.)

A.S.M.Jamaluddin Chairman 2,070,000 10 5.31% 20,700,000 14,600,000

K.M. Rahmatul lah Managing Director 2,070,000 10 5.31% 20,700,000 14,600,000

A.S.M. Ashrafuddin Director 2,070,000 10 5.31% 20,700,000 14,600,000

K.M. Obaidul lah Director 2,070,000 10 5.31% 20,700,000 14,600,000

A.S.M. Kamaluddin Director 2,070,000 10 5.31% 20,700,000 14,600,000

K.M. Ahsanul lah Director 2,070,000 10 5.31% 20,700,000 14,600,000

A.S.M. Shihabuddin Director 2,070,000 10 5.31% 20,700,000 14,600,000

K.M. Barkatul lah Director 2,070,000 10 5.31% 20,700,000 14,600,000

A.S.M. Shahabuddin Director 2,070,000 10 5.31% 20,700,000 14,600,000

K.M. Hamidul lah Director 2,070,000 10 5.31% 20,700,000 14,600,000

Ferdous Sharmina Osman Share holder 1,181,000 10 3.03% 11,810,000 20,700,000

Abeda Parveen Share holder 1,181,000 10 3.03% 11,810,000 20,700,000

Gazi Munibur Rahman Share holder 110,000 10 0.28% 1,100,000 3,600,000

Ruby Ahmed Share holder 650,000 10 1.67% 6,500,000 -

Sa ima Ahmed Share holder 55,000 10 0.14% 550,000 1,800,000

As i f Ahmed Share holder 54,000 10 0.14% 540,000 1,800,000

Nas iha Ahmed Share holder 55,000 10 0.14% 550,000 1,800,000

Hemayet Uddin Ahmed Share holder 666,200 10 1.71% 6,662,000 540,000

Tripti Rani Ghosh Share holder 70,200 10 0.18% 702,000 540,000

Adnan Hyder Yusuf Share holder 327,600 10 0.84% 3,276,000 2,520,000

Md. Arafat Shams Share holder 100,000 10 0.26% 1,000,000 -

Abdul la Al -Mahmud Share holder 298,000 10 0.76% 2,980,000 -

Md.Mostafizur Rahman Share holder 40,000 10 0.10% 400,000 -

Madhu Sudan Dey Share holder 40,000 10 0.10% 400,000 -

Muhammed Didarul Is lam Share holder 40,000 10 0.10% 400,000 -

Lutfur Rahman Share holder 239,000 10 0.61% 2,390,000 -

Abu Solaman Md. Sohel Share holder 54,000 10 0.14% 540,000 -

Md. Zakir Hossa in Share holder 139,000 10 0.36% 1,390,000 -

ABACI Investments Limited

(MDA)Share holder 1,560,000 10 4.00% 15,600,000 12,000,000

BMSL Investments Limited Share holder 1,040,000 10 2.67% 10,400,000 8,000,000

Md. Mazharul Is lam

ChowdhuryShare holder 65,000 10 0.17% 650,000 500,000

Pri l ink Securi ties Ltd. Share holder 130,000 10 0.33% 1,300,000 1,000,000

Approved in AGM

Total

Reference

M&AoA

Approved in AGM

Approved in AGM

BSEC Letter Ref. No. BSEC/CI/CPLC-

505/2015/405

BSEC Letter Ref. No. BSEC/CI/CPLC-

505/2015/584

(The shares of the Company has been denominated from Tk. 1,000 to Tk. 10 per share on 25 February 2013.)

Page | 220

Name of shareholders Designation No. of Shares Value per

share (Tk.) % of Total Share Amount (Tk.) Amount (Tk.)

Farida Banu Share holder 260,000 10 0.67% 2,600,000 2,000,000

Dr. Md. Abu Syed Ti to Share holder 390,000 10 1.00% 3,900,000 3,000,000

Dr. Md. Zahirul Is lam Share holder 130,000 10 0.33% 1,300,000 1,000,000

Md. Gias Uddin Share holder 65,000 10 0.17% 650,000 500,000

BD Finance Capita l

Holdings LimitedShare holder 650,000 10 1.67% 6,500,000 5,000,000

Md. Habibur Rahman Share holder 325,000 10 0.83% 3,250,000 2,500,000

A.N.M yearhea Share holder 650,000 10 1.67% 6,500,000 5,000,000

Haseeb Ahmed Share holder 325,000 10 0.83% 3,250,000 2,500,000

Azmat Niaz Share holder 325,000 10 0.83% 3,250,000 2,500,000

Bangladesh Ship Breaking

Ltd.Share holder 650,000 10 1.67% 6,500,000 5,000,000

Al -Haj Abdul Malek Mol lah Share holder 325,000 10 0.83% 3,250,000 2,500,000

Shegufta Rahman Prima Share holder 325,000 10 0.83% 3,250,000 2,500,000

Rukhna Rahman Tasha Share holder 325,000 10 0.83% 3,250,000 2,500,000

Mr. Sa l im Rahman Share holder 650,000 10 1.67% 6,500,000 5,000,000

Abdus Samad Share holder 1,300,000 10 3.33% 13,000,000 10,000,000

Mr. Proshanta Kumar Halder Share holder 1,300,000 10 3.33% 13,000,000 10,000,000

Dr. Shafinaz Is lam Share holder 390,000 10 1.00% 3,900,000 3,000,000

Md. Mamunur Rashid Share holder 130,000 10 0.33% 1,300,000 1,000,000

Parkway Holdings Ltd. Share holder 130,000 10 0.33% 1,300,000 1,000,000

Md. Mustafa Share holder 195,000 10 0.50% 1,950,000 1,500,000

Nusrat Hafiz Share holder 65,000 10 0.17% 650,000 500,000

Dr.Mohammad Shari ful

Is lamShare holder 65,000 10 0.17% 650,000 500,000

Dr.A.K.M.Masud Share holder 65,000 10 0.17% 650,000 500,000

Dr.Md.Mostofa Akbar Share holder 26,000 10 0.07% 260,000 200,000

Md. Shah Alam Mirdha Share holder 26,000 10 0.07% 260,000 200,000

Aninda Iqbal Share holder 26,000 10 0.07% 260,000 200,000

Kazi Amira Hossa in Share holder 65,000 10 0.17% 650,000 500,000

Md. Shahidul lah (Shyamol) Share holder 364,000 10 0.93% 3,640,000 2,800,000

Subir Mohajan Share holder 26,000 10 0.07% 260,000 200,000

Md. Abdul Hal im Share holder 32,500 10 0.08% 325,000 250,000

Soumen Saha Share holder 71,500 10 0.18% 715,000 550,000

Mohammad Tanvirul Is lam Share holder 403,000 10 1.03% 4,030,000 3,100,000

S.M. Emdadul Hoque Share holder 130,000 10 0.33% 1,300,000 1,000,000

Total 39,000,000 100% 390,000,000 300,000,000

Page | 221

14.00 Retained earnings: Tk. 147,046,313


Opening ba lance (Restated) 219,584,132 208,193,594

Add: Profi t for the year 17,462,181 11,390,538

237,046,313 219,584,132

Less : Dividend 90,000,000 -

Closing balance 147,046,313 219,584,132

Retained earnings ( as previously audited 2016-2017) 217,555,978

Advance Income Tax (AIT) adjustment (9,414,704)

WPPWF adjustment 52,321

Restated opening balance July 01, 2017 208,193,594

15.00 Trade and other payables: Tk. 37,460,672

Trade payables 15.01 16,160,179 16,694,626

VAT payable 15.02 21,300,493 20,679,016

Total 37,460,672 37,373,642

15.01 Trade payables: Tk. 16,160,179

Opening balance 16,694,626 17,497,800

Add: Addition during the year 465,214 5,216,476

17,159,840 22,714,276

Less : Adjustment during the year 999,661 6,019,650

Closing balance 16,160,179 16,694,626

The break up is as fol lows:

Balance as at July

01, 2018

Addition during

the year

Adjustment

during the year Amount (Tk.) Amount (Tk.)

- 465,214 427,835 37,379 9,307,500

2,788,300 - - 2,788,300 2,788,300

9,307,500 - - 9,307,500 9,307,500

491,000 - - 491,000 491,000

I IDFC Capita l Ltd. 500,000 - 500,000 - 500,000

3,536,000 - - 3,536,000 3,536,000

15,144 - 15,144 - 15,144

Microsoft Corporation 56,682 - 56,682 - 56,682

16,694,626 465,214 999,661 16,160,179 16,694,626

15.02 VAT payable: Tk. 21,300,493

Opening balance 20,679,016 18,998,946


23,898,281 21,753,598


Closing balance 21,300,493 20,679,016

E-Galaxy Digi ta l System Ltd.

ERA Soft Ltd.

Flora Ltd.


Maa Electric and Electronics

Total

Reason for restatement: In pursuance of IAS -8 retrospective effect i s required to be given on Reta ined earnings previous years

erroneous ly no adjustment has been made against AIT on sa les and others AIT in accounts . The balance of WPPF has been fluctuated

due the restatement so the error was immateria l no retrospective appl ication has been given rather, prospective correction has been

made in this fact.

Name of Suppliers

BASIS

Page | 222

16.00 Provision for expenses: Tk. 1,464,236

Opening balance 4,496,642 2,090,085


30,300,688 29,638,932




Balance as at July

01, 2018

Addition during

the year

Adjustment

during the year Amount (Tk.) Amount (Tk.)

135,000 135,000 135,000 135,000 135,000

72,000 205,600 218,000 59,600 72,000

450,000 5,400,000 5,850,000 - 450,000

86,348 395,090 456,929 24,509 86,348

1,800 21,600 21,600 1,800 1,800

5,000 7,302 11,527 775 5,000

269,948 726,230 966,732 29,446 269,948

90,000 1,080,000 1,080,000 90,000 90,000

Office maintenance expenses 9,000 24,000 25,000 8,000 9,000

1,943,461 8,538,784 9,997,295 484,950 1,943,461

1,273,921 8,851,837 9,783,758 342,000 1,273,921

24,133 129,605 143,111 10,627 24,133

- 6,600 6,600 - -

98,680 230,408 104,900 224,188 98,680

37,350 51,990 36,000 53,340 37,350

4,496,642 25,804,046 28,836,452 1,464,236 4,496,642

17.00 Provision for workers’ profit participation and welfare fund: Tk. 15,584,179


Opening ba lance (Restated) 12,891,585 10,989,741

Interest charge on outstanding ba lance 23.00 1,811,142 1,325,047

Addition during the year 881,452 576,796

Closing balance 15,584,179 12,891,585

WPPWF (As previously audited 2016-2017) 11,042,062

WPPWF ( 2013-2014) (38,030)

WPPWF ( 2014-2015) (14,985)

WPPWF ( 2015-2016) 2,463

WPPWF ( 2016-2017) (1,769)

Restated opening balance 10,989,741

18.00 Provision for income tax: Tk. 166,863


Add: Addition during the year 25.00 166,863 145,389

312,251 840,297



Satel l i te bi l l

TDS payable

VDS payable

Total

Reason for restatement: In pursuance of IAS -8 retrospective effect i s required to be given on WPPWF. The balance of WPPWF has been

fluctuated due to the error, the matter i s immateria l so no retrospective appl ication has been given rather, prospective correction has

been made in this fact.

Wasa bi l l

Office rent (BDBL)

Office rent (Mirpur)

Sa laries and a l lowances

Software (Ta l ly) expenses

Telephone bi l l

Head of expenses

Audit fee

Internet bi l l

Directors ' remuneration

Electrici ty bi l l

Gas bi l l

Page | 223

June 30, 2019 June 30, 2018

19.00 Revenue: Tk. 61,166,044

Gross revenue 19.01 64,385,309 61,214,498

Less : Sa les VAT 3,219,265 2,754,652

Net revenue 61,166,044 58,459,846

19.01 Details of gross revenue:

IBS with Module: 35,590,000 27,885,464

IBS maintenance 35,550,000

IBS sa les 40,000

Remit Infinity: 8,949,849 7,542,098

Remit Infini ty maintenance (ABL, Canada) 300,000

Remit Infini ty (ABL, Malays ia) 1,816,680

Remit Infini ty (EXIM Bank, Canada) 200,000

Remit Infini ty (EXIM Bank, UK) 200,000

Remit Infini ty (FBL, Loca l ) 100,000

Remit Infini ty (FSIBL, Loca l ) 177,000

Remit Infini ty insta l lation with l i cense 1,200,000

Remit Infini ty maintenance (MBL, UK, London) 300,000

Remit Infini ty maintenance (MMBL, UK) 84,000

Remit Infini ty (PBL, Loca l ) 100,000

Remit Infini ty (RBL, Loca l ) 3,618,063

Remit Infini ty SSL securi ty 125,000

Remit Infini ty (STB, UK) 69,106

Remit Infini ty (UBL, Loca l ) 270,000

Remit Infini ty with Database - Hous ing Service 390,000

Infinity Reconciliation: - - 1,250,000

ERP. Software 14,705,815 14,705,815 5,154,350

SME Maintenance 1,080,000 1,080,000 1,080,000

Other Sales: 4,059,645 18,302,586

Archiving software maintenance 60,000

BPKTCRS software maintenance 160,000

CIB maintenance 420,000

Data convers ion 875,000

Data entry 179,000

Library management software 600,000

Naval Armament management software 688,510

Pay Pens ion and Accounts management system software 948,510

Troubleshooting/maintenance 128,625

Loan monitoring system database software -

LIMS software (CID) -

Tra ining on software -

Job on ca l l -

SMS noti fication -

Total 64,385,309 61,214,498

20.00 Cost of sales: Tk. 25,076,805

Opening stock - -

Hardware and equipment - -

Spare parts - -

Add: Purchase during the year - -


Spare parts - -

Less: Closing stock - -


Spare parts - -

Cost of materials consumed - -

Add: Direct costs 20.01 25,076,805 25,551,029

Cost of sales 25,076,805 25,551,029

Amount in BDT

Page | 224

20.01 Direct costs: Tk. 25,076,805 June 30, 2019 June 30, 2018

This i s made up as fol lows:

Amortization of intangibles assets Schedule - B 19,449,055 18,666,992

Internet bi l l 239,422 223,662

Data entry expenses 355,250 370,750

Depreciation of property, plant and equipment (75%) Schedule - A 1,845,278 2,740,106

Office rent (software development office) 1,124,210 1,010,000

Project expenses 1,148,003 2,013,911

Microsoft web hosting charges 465,214 -

Uti l i ties (software development office) 450,373 525,608

Total 25,076,805 25,551,029

21.00 Office and administrative expenses: Tk. 16,244,352

This i s made up as fol lows:

Advertisement expenses 11,387 14,732

Audit fee with VAT 29.00 172,500 821,500

Bank charges and commiss ion 100,754 359,011

Bonus 1,215,750 1,382,083

Depreciation of property, plant and equipment (25%) Schedule - A 615,093 913,369

Di rectors ' remuneration 30.00 5,400,000 5,400,000

Fees , forms, regis tration and renewals 39,408 54,233

Fuel and lubricant (generator) - 4,650

IPO expenses 58,000 650,000

Legal expenses 25,000 7,125

Mobi le bi l l - 20,000

Enterta inment 30,952 42,495

Office rent (BDBL) 760,128 764,864

Postage and courier 1,924 8,685

Office maintenance 37,670 103,978

Sa laries and a l lowances 7,443,266 8,470,963

Software (Ta l ly) expenses - 3,750

Stationery expenses 67,208 152,547

Tax expenses - 343,900

Tender expenses 16,250 92,487

Tra ining and development expenses - 23,765

Conveyance expenses 139,237 237,568

Uti l i ties (BDBL) 109,824 14,740

Total 16,244,352 19,886,445

22.00 Other income: Tk. 476,751

Interest on FDR 439,303 372,764

Interest on bank accounts 37,448 42,634

Total 476,751 415,398

23.00 Finance costs: Tk. 1,811,142

Interest charge on WPPWF 23.01 1,811,142 1,325,047

Total 1,811,142 1,325,047

23.01 Interest charged on WPPWF 1,811,142 1,325,047

1,811,142 1,325,047

Interest @12.50% on opening ba lance at July 01, 2017 (10,989,741 x 12.50%) 1,373,718 1,325,047

* Add: Interest @ 23.00% on addition during 2018 ((576,796+1,325,047) x 23.00%) 437,424 -

1,811,142 1,325,047

Amount in BDT

Note-1 : Data entry expenses and project expenses include certa in directly attributable portion of sa laries and al lowances of employees

(i .e. operators and programmers).

Note-2 : Software customization expenses have been reclass i fied under direct costs from office and adminis trative expenses , as the

same are di rectly attributable costs to revenue.

Page | 225

June 30, 2019 June 30, 2018

*Higher of

Interest at a rate of 2.5% above the bank rate 12.50%

Or 75.00% of the rate of dividend declared (90,000,000/30,000,000) =30.00% X 75.00% 23.00%

24.00 Contribution to workers’ profit participation and welfare fund: Tk. 881,452

Contribution to workers ’ profi t participation and wel fare fund 881,452 576,796

Total 881,452 576,796

25.00 Income tax expenses: Tk. 166,863

Income tax expenses 166,863 145,389

Total 166,863 145,389

26.00 Earnings per share (EPS): Tk. 0.45

26.01 Basic earnings per share

Profi t for the year attributable to the ordinary shareholders 17,462,181 11,390,538

Weightage average number of shares outstanding 39,000,000 39,000,000

Basic earnings per share 0.45 0.29

26.02 Weightage average number of shares outstanding

For the year from July 01, 2018 to June 30, 2019

Number of

shares

Effective date

for weightingyear ended on

Number of days

outstanding

Weighted average

number of

ordinary shares

30,000,000 1-Jul -2018 30-Jun-2019 365 30,000,000

9,000,000 26-Jun-2019 30-Jun-2019 365 9,000,000

39,000,000 39,000,000

For the year from July 01, 2017 to June 30, 2018

Number of

shares

Effective date

for weightingyear ended on

Number of days

outstanding

Weighted average

number of

ordinary shares

30,000,000 1-Jul -2017 30-Jun-2018 365 30,000,000

9,000,000 26-Jun-2019 30-Jun-2019 365 9,000,000

39,000,000 39,000,000

26.03 Diluted earnings per share

27.00 Net asset value per share: Tk. 13.77

Total assets 591,722,263 574,491,389

Less : Current l iabi l i ties 54,675,950 54,907,257

Net asset va lue (A) 537,046,313 519,584,132

Number of ordinary shares (B) 39,000,000 30,000,000

Net asset value per share (A/B) 13.77 17.32

28.00 Net operating cash flow per share: Tk. 0.49

Net cash generated by operating activi ties (A) 19,115,996 41,809,772

Number of ordinary shares at the end of the year (B) 39,000,000 30,000,000

Net operating cash flow per share (A/B) 0.49 1.39

29.00 Amount paid to auditor: Tk. 172,500

Name of the fi rm: M M Rahman & Co.

Audit fee with VAT paid for the year ended June 30, 2019 172,500 816,500

Certi ficate i ssue fee - 5,000

172,500 821,500

30.00 Disclosure of directors' remuneration under Para 4 of Schedule XI PART II of the Companies Act, 1994: Tk. 5,400,000

BasicHouse Rent

Allowance

Medical

Allowance

Conveyance

Allowance

Total per

month Amount (Tk.) Amount(Tk.)

A.S.M.Jamaluddin 46,500 23,250 3,000 2,250 75,000 900,000 900,000

K.M. Rahmatul lah 46,500 23,250 3,000 2,250 75,000 900,000 900,000

A.S.M. Ashrafuddin 46,500 23,250 3,000 2,250 75,000 900,000 900,000

K.M. Obaidul lah 46,500 23,250 3,000 2,250 75,000 900,000 900,000

A.S.M. Kamaluddin 46,500 23,250 3,000 2,250 75,000 900,000 900,000

K.M. Ahsanul lah 46,500 23,250 3,000 2,250 75,000 900,000 900,000

A.S.M. Shihabuddin - - - - - - -

K.M. Barkatul lah - - - - - - -

A.S.M. Shahabuddin - - - - - - -

K.M. Hamidul lah - - - - - - -

A.S.M Wal l iul lah - - - - - - -

Sabeequn Naher - - - - - - -

Md. Nas imul Gani - - - - - -

279,000 139,500 18,000 13,500 450,000 5,400,000 5,400,000

31.00 Disclosure under Para 4 of Schedule XI Para II of the Companies Act, 1994:

30 out of the tota l regular employees perform adminis trative activi ties , 13 is working for project activi ties and the rest 14 employees

perform software development activi ties . Bes ides , more than 200 temporary staff work for data entry, software development and as

consultant of the Company on demand.

Stock Dividend

Total

No di luted earnings per share is required to be calculated for the years presented as the Company has no di lutive potentia l ordinary

shares .

Name of Directors

Total

The number of regular employees receiving remuneration of Tk. 36,000 or above per annum at the reporting date was 78.

Particulars

Weightage average number of shares

Stock Dividend

Total

Particulars

Ordinary shares outstanding as of June 30, 2018

Amount in BDT

The weighted average number of ordinary shares outstanding during the year is the number of ordinary shares outstanding at the

beginning of the year, adjusted by the number of ordinary shares issued during the year multipl ied by a time-weighting factor. The time-

weighting factor i s the number of days that the shares are outstanding as a proportion of the tota l number of days in the year.

Page | 226

32.00 Related party disclosures

Lis t of related parties with whom transactions have taken place:

Relationship

with companyNo. of Months

Per Month

(Tk.)Amount (Tk.) Amount (Tk.)

Chairman 12 75,000 900,000 900,000

Managing

Director12 75,000 900,000 900,000

Di rector 12 75,000 900,000 900,000

Di rector 12 75,000 900,000 900,000

Di rector 12 75,000 900,000 900,000

Di rector 12 75,000 900,000 900,000

A.S.M. Shihabuddin Director 7 - - -

K.M. Barkatul lah Director 7 - - -

A.S.M. Shahabuddin Director 7 - - -

K.M. Hamidul lah Director 7 - - -

A.S.M Wal l iul lahIndependent

Director12 - - -

Sabeequn NaherIndependent

Director12 - - -

Independent

Director1 - - -

Share holder - - 1,000,000 1,000,000

6,400,000 6,400,000

33.00 Contingent liabilities

34.00 Events after the reporting year

35.00 General

i .

i i .

i i i .

Comparative information has been rearranged wherever cons idered necessary to conform to the current year’s presentation.

These notes form an integra l part of the annexed financia l s tatements and accordingly are to be read in conjunction therewith.

Mr. Hemayet Uddin

Ahmed

Advance against corporate

consultancy

Total

There i s no contingent l iabi l i ty as at the reporting date for the Company.

There is no materia l event that had occurred after the reporting year to the date of issue of these financia l s tatements , which could

affect the figures s tated in the financia l s tatements .

The amounts in these financia l s tatements have been rounded off to the nearest Taka. Because of these rounding off, in some

instances the tota ls may not match the sum of individual ba lances .

Remuneration

Remuneration

Remuneration

Remuneration

Md. Nas imul Gani Remuneration

Mr. A.S.M. Kamaluddin Remuneration

Mr. K.M. Ahsanul lah Remuneration

Remuneration

Remuneration

Mr. K.M. Rahmatul lah Remuneration

Mr. A.S.M. Ashrafuddin Remuneration

Mr. K.M. Obaidul lah Remuneration

The parties are cons idered to be related i f one of the parties has the abi l i ty to control the other party or exercise s igni ficant influence

over the other party in making financia l and operating decis ions .

Name of party Nature of Transaction

Mr. A.S.M. Jamaluddin Remuneration

Page | 227

(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. (c) Selected ratios as specified in Annexure-D;

Auditor's certificate regarding calculation of EPS and Ratios This is to certify that Infinity Technology International Ltd. has maintained the following ratios as computed on the basis of the audited financial statements for the year ended 30 June 2019, 30 June 2018 (restated), 30 June 2017 (restated), 30 June 2016 (restated) amd 30 June 2015 (restated). Selected ratio as specified in rule 4(1)(d) Annexure-D of the Securities and Exchange Commision (Public Issue) Rules, 2015. Based on our review, we hereby certify that the Company has properly prepared the following ratios:


(ii) Operating Income Ratio

(iii) Net Income Ratio

(Before Tax)

(iv) Net Income Ratio (After

Tax)

* To calculate the Inventory Turnover Ratio, cost of materials consumed has been considered as cost of goods sold.

Dhaka


(M M Rahman & Co.)

Chartered Accountants

__________Sd/-_____________

(v) Return on Assets Ratio

I. Liquidity Ratios:

(i) Current RatioCurrent Assets/Current

Liabilities2.68 3.06 3.47 3.77 2.61

Particulars FormulaJune 30,2019 June 30,2018 June 30,2017 June 30,2016 June 30,2015

2.61

II. Operating Ratios:

(i) Accounts Receivable

Turnover Ratio

Credit Sales/Average Accounts

Receivables0.50 0.51 0.79 1.18 1.72

(ii) Quick Ratio(Current Assets-Inventories) /

Current Liabilities2.68 3.06 3.47 3.77

III. Profitability Ratios:

(i) Gross Margin Ratio Gross Profit/ Net Sales 0.59 0.56 0.70 0.77 0.80

231.00

(iii) Asset Turnover RatioNet Sales/ Average Total

Assets0.10 0.10 0.17 0.23 0.32

(ii) Inventory Turnover Ratio*Cost of Goods Sold /Average

Inventory- - 458.94 205.05

0.62

Net Profit before Tax / Net

Sales0.29 0.20 0.36 0.53 0.58

Operating Profit/ Net Sales 0.32 0.22 0.39 0.57

0.58

Net Profit after Tax/ Average

Total Assets0.03 0.02 0.06 0.12 0.19

Net Profit after Tax/ Net Sales 0.29 0.19 0.36 0.52

0.33

(vii) Basic Earnings Per

Share (EPS)

Net Profit after Tax/ Weighted

Average Number of Ordinary

Shares Outstanding

0.45 0.29 0.95 1.88 2.62

(vi) Return on Equity RatioNet Profit after Tax / Average

Total Shareholders Equity0.03 0.02 0.07 0.16

0.75

IV. Coverage Ratios:

(i) Debt to Total Assets

RatioTotal Debt / Total Assets - - - 0.13 0.17

(viii) EBITDA Margin EBITDA / Net Sales 0.69 0.61 0.62 0.75

1.06

(iii) Times Interest Earned

RatioEBIT / Finance Costs 11.22 10.14 39.66 24.94 32.16

(ii) Debt Service Coverage

Ratio

Net Operating Profit / Total

Debt Service- - - 0.93

1.44 (ii) Net Operating Cash

Flow per Share/EPS

Net Operating Cash Flow per

Share / EPS1.09 4.77 1.15 0.70

0.24

V. Cash Flow:

(i) Net Operating Cash Flow

per Share

Net Operating Cash Flow/

Number of Ordinary Shares

Outstanding

0.49 1.39 1.09 1.31 3.77

(iv) Debt to Equity Ratio Total Debt / Total Equity - - - 0.17

228 | P a g e

1.09 1.04

- 0.05

- 3.05

0.49 2.45

0.45 2.63

0.69 0.28

- 0.05

0.29 0.20

0.03 0.12

0.03 0.79

5.03

0.10 0.58

0.59 0.52

0.32 0.28

2018 INDUSTRY AVG

2.68 3.90

2.68 3.12

11.22 29.46

- 6.63

0.50

Ratio Analysis

Current Ratio

Quick Ratio

Inventory Turnover Ratio (Times)

Accounts Receivable Turnover Ratio (Times)

Assets Turnover Ratio (Times)

Liqu

idit

y O

pera

itng

Per

form

ance

Debt Service Coverage Ratio

Net Operating Cash Flow per Share (NOCFPS)

Gross Profi t Ratio

Operating Profi t Ratio

Net Profi t Ratio

Return on Total Asset (ROTA)

Return on Equity (ROE)

Earnings Per Share (EPS)

NOCFPS to EPS Ratio

Cash

Flo

w R

atio

Solv

ency

Rat

ioPr

ofit

abili

ty R

atio

s

Earnings before interest, taxes , depreciation and

amortization (EBITDA) Margin

Debt to Total Assets Ratio

Debt Equity Ratio

Times Interest Earned Ratio

2016 INDUSTRY AVG 2015 INDUSTRY AVG

2.40

1.83

4.92

5.53

0.50

0.42

0.19

0.17

0.09

0.10

1.62

0.22

0.20

0.23

22.71

0.75

1.44

0.88

3.19

2.50

5.37

7.78

0.59

0.40

0.17

0.16

0.10

0.11

1.85

0.20

0.13

0.12

32.63

0.58

2.01

0.85

2016 ITIL

3.77

3.77

205.05

1.18

0.23

0.77

0.57

0.52

0.12

0.16

1.88

0.75

0.13

0.17

24.94

0.93

1.31

0.70

2015 ITIL

2.61

2.61

231.00

1.72

0.32

0.80

0.62

0.58

0.19

0.33

2.62

0.75

0.17

0.24

32.16

1.06

3.77

1.44

2017 ITIL

3.47

3.47

458.94

0.79

0.17

0.70

0.39

0.36

0.06

0.07

0.95

0.62

-

-

39.66

-

1.09

1.15

2017 INDUSTRY AVG

2.11

1.61

2.20

6.48

0.62

0.43

0.20

0.16

0.10

0.13

2.28

0.88

0.27

0.12

0.29

18.60

2.46

1.66

2018 ITIL2019 ITIL 2019 INDUSTRY AVG

2.68

2.68

-

-

1.09

0.49 -

-

-

-

11.22

-

0.69 -

0.45 -

-

-

-

0.03

0.30

0.29

0.32

0.59 -

-

-

-

-

0.10

0.50

- -

-

-

229 | P a g e

INDUSTRY AVERAGE COMPARED WITH INFINITY TECHNOLOGY INTERNATIONAL LIMITED

Ratio Analysis 2018 ITIL2018

INDUSTRY

AVG

Remarks/ Explanation

Liq

uid

ity

Current Ratio 2.68 3.90ITIL's Current Ratio is lower than the industry average current ratio because of

relatively higher current l iabilities.

Quick Ratio 2.68 3.12 ITIL's Ratio is lower than the industry average ratio as quick assets are relatively

lower.

Op

era

itn

g P

erfo

rm

an

ce

Inventory Turnover Ratio (Times) - 6.63 N/A

Accounts Receivable Turnover Ratio (Times) 0.50 5.03 ITIL's Ratio is lower than the industry average ratio.

Assets Turnover Ratio (Times) 0.10 0.58 ITIL's Ratio is lower than the industry average ratio .

Pro

fita

bil

ity

Ra

tio

s

Gross Profit Ratio 0.59 0.52 ITIL's Ratio is better than the industry average ratio due to lower cost of service.

Operating Profit Ratio 0.32 0.28 ITIL's Ratio is better than the industry average ratio due to lower operating costs.

Net Profit Ratio 0.29 0.20 ITIL's Ratio is better than the industry average ratio due to higher net profit.

Return on Total Asset (ROTA) 0.03 0.12 ITIL's Ratio is lower than the industry average ratio due to higher asset base.

Return on Equity (ROE) 0.03 0.79 ITIL's Ratio is lower than the industry average ratio due to higher equity base.

Earnings Per Share (EPS) 0.45 2.63 ITIL's Ratio is lower than the industry average ratio due to higher number of shares.

Earnings before interest, taxes, depreciation and

amortization (EBITDA) Margin0.69 0.28 ITIL's Ratio is higher than the industry average ratio due to higher profit.

So

lve

ncy

Ra

tio

Debt to Total Assets Ratio - 0.053 ITIL does not have any debt burden.

Debt Equity Ratio - 0.05 ITIL does not have any debt burden.

Times Interest Earned Ratio 11.22 29.46 ITIL's Ratio lower than the industry average ratio as interest expense is lower.

Debt Service Coverage Ratio - 3.05 ITIL does not have any debt burden.

Ca

sh

Flo

w R

atio

Net Operating Cash Flow per Share (NOCFPS) 0.49 2.45 ITIL's Ratio is lower than the industry average ratio as net operating cash flow is

relatively lower.

NOCFPS to EPS Ratio 1.09 1.04 ITIL's Ratio is lower than the industry average ratio as net operating cash flow is

relatively lower.

230 | P a g e

-

0.70

0.39

0.36

0.06

0.07

2.11

0.62

-

-

39.66

1.61

0.95

Ratio Analysis2017

ITIL

2017

INDUSTRY

AVG

Remarks/ ExplanationL

iqu

idit

y

Current Ratio 3.47 ITIL's Current Ratio is higher than the industry average current ratio because of

relatively lower current liabilities.

Quick Ratio 3.47 ITIL's Ratio is higher than the industry average ratio as quick assets are relatively

higher.

Op

era

itn

g P

erfo

rm

an

ce

Inventory Turnover Ratio (Times) 458.94 2.20 ITIL's Ratio is higher than the industry average ratio.

Accounts Receivable Turnover Ratio (Times) 0.79 6.48 ITIL's Ratio is lower than the industry average.

Assets Turnover Ratio (Times) 0.17 0.62 ITIL's Ratio is lowe than the industry average ratio as ITIL generates sales with a

relatively large amount of fixed assets.

Pro

fita

bil

ity

Ra

tio

s

Gross Profit Ratio 0.43 ITIL's Ratio is better than the industry average ratio due to lower cost of service.

Operating Profit Ratio 0.20 ITIL's Ratio is better than the industry average ratio due to lower operating costs.

Net Profit Ratio 0.16 ITIL's Ratio is better than the industry average ratio due to higher net profit.

Return on Total Asset (ROTA) 0.10 ITIL's Ratio is lower than the industry average ratio due to higher asset base.

Return on Equity (ROE) 0.13 ITIL's Ratio is lower than the industry average ratio due to higher equity base.

Earnings Per Share (EPS) 2.28 ITIL's Ratio is lower than the industry average ratio due to higher number of shares.

Earnings before interest, taxes, depreciation and

amortization (EBITDA) Margin0.27 ITIL's Ratio is higher than the industry average ratio due to higher profit.

So

lven

cy

Ra

tio

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 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.

Ca

sh

Flo

w R

ati

o

Net Operating Cash Flow per Share (NOCFPS) 1.09 1.66 ITIL's Ratio is lower than the industry average ratio as net operating cash flow is

relatively lower.

NOCFPS to EPS Ratio 1.15 0.88 ITIL's Ratio is higher than the industry average ratio as net operating cash flow is

relatively higher.

231 | P a g e

ITIL's Ratio is lower than the industry average ratio as net operating cash flow is

relatively lower.

ITIL's Ratio is higher than the industry average ratio due to higher profit.

ITIL's Ratio is lower than the industry average ratio as debt burden is lower.

ITIL's Ratio is lower than the industry average ratio as debt burden is lower.

ITIL's Ratio better than the industry average ratio as interest expense is lower.

ITIL's Ratio is higher because of relatively lower debt.

ITIL's Ratio is lower than the industry average ratio as net operating cash flow is

relatively lower.

ITIL's Ratio is better than the industry average ratio due to lower cost of service.

ITIL's Ratio is better than the industry average ratio due to lower operating costs.

ITIL's Ratio is better than the industry average ratio due to higher net profit.

ITIL's Ratio is higher than the industry average ratio due to lower asset base.

ITIL's Ratio is higher than the industry average ratio due to lower equity base.



ITIL's Current Ratio is higher than the industry average current ratio because of

relatively lower current liabilities.

ITIL's Ratio is higher than the industry average ratio as quick assets are relatively

higher.

ITIL's Ratio is higher than the industry average ratio.

ITIL's Ratio is lower than the industry average.

ITIL's Ratio is lower than the industry average ratio as ITIL generates sales with a


0.88 NOCFPS to EPS Ratio 0.70

Ca

sh F

low

Ra

tio

Net Operating Cash Flow per Share (NOCFPS) 1.31 1.44

0.75 Debt Service Coverage Ratio 0.93

22.71 Times Interest Earned Ratio 24.94

Debt Equity Ratio 0.17 0.23

0.20

So

lven

cy

Ra

tio Debt to Total Assets Ratio 0.13

0.22

0.57

0.52

0.12

0.16

1.88 1.62 Earnings Per Share (EPS)

0.75 Earnings before interest, taxes, depreciation and


0.10 Return on Equity (ROE)

0.09 Return on Total Asset (ROTA)

0.17 Net Profit Ratio

Operating Profit Ratio 0.19

0.42

Pro

fita

bil

ity

Ra

tio

s

Gross Profit Ratio 0.77

0.50 Assets Turnover Ratio (Times) 0.23

Accounts Receivable Turnover Ratio (Times) 1.18 5.53

4.92

Op

era

itn

g P

erfo

rm

an

ce

Inventory Turnover Ratio (Times) 205.05

Quick Ratio 3.77 1.83

2.40

Liq

uid

ity

Current Ratio 3.77

Ratio Analysis 2016 ITIL

2016

INDUSTRY

AVG

232 | P a g e

ITIL's Ratio is higher than the industry average ratio as asset base was lower.

ITIL's Ratio is higher than the industry average ratio as debt burden is higher.

ITIL's Ratio is almost same as the industry average ratio.

ITIL's Ratio is higher because of relatively lower debt.

ITIL's Ratio is higher than the industry average ratio as net operating cash flow is

relatively higher.

ITIL's Ratio is higher than the industry average ratio as net operating cash flow is

relatively higher.

ITIL's Ratio is better than the industry average ratio due to lower operating costs.

ITIL's Ratio is better than the industry average ratio due to higher net profit.

ITIL's Ratio is higher than the industry average ratio due to lower asset base.

ITIL's Ratio is higher than the industry average ratio due to lower equity base.



ITIL's Current Ratio is lower than the industry average current ratio because of

relatively higher current liabilities.

ITIL's Ratio is higher than the industry average ratio as quick assets are relatively

higher.

ITIL's Ratio is higher than the industry average ratio.

ITIL's Ratio is lower than the industry average.

ITIL's Ratio is lower than the industry average ratio as ITIL generates sales with a


ITIL's Ratio is better than the industry average ratio due to lower cost of service.


0.85 1.44 NOCFPS to EPS Ratio

2.01 3.77

Ca

sh F

low

Ra

tio

Net Operating Cash Flow per Share (NOCFPS)

0.58 1.06 Debt Service Coverage Ratio

32.63 32.16 Times Interest Earned Ratio

0.12 Debt Equity Ratio 0.24

0.13 0.17

So

lven

cy

Ra

tio Debt to Total Assets Ratio

0.20 0.75 Earnings before interest, taxes, depreciation and


1.85 2.62 Earnings Per Share (EPS)

0.11 0.33 Return on Equity (ROE)

0.10 0.19 Return on Total Asset (ROTA)

0.16 0.58 Net Profit Ratio

0.17 0.62 Operating Profit Ratio

0.40 0.80

Pro

fita

bil

ity

Ra

tio

s

Gross Profit Ratio

0.59 0.32 Assets Turnover Ratio (Times)

7.78 Accounts Receivable Turnover Ratio (Times) 1.72

5.37 231.00

Op

era

itn

g P

erfo

rm

an

ce

Inventory Turnover Ratio (Times)

2.50 2.61 Quick Ratio

3.19 2.61

Liq

uid

ity

Current Ratio

2015

INDUSTRY

AVG

Ratio Analysis 2015 ITIL

233 | P a g e

(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

A) i) Statements of Assets and Liabilities of the Company are as under:


Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.)

As Reported As Restated As Restated As Restated As RestatedAssets

Non-current assets 445,452,388 406,218,475 383,795,545 338,117,488 310,988,561

Property, plant and equipment 53,316,683 15,140,394 18,188,302 15,356,892 15,107,923

Intangible assets 379,046,218 381,230,269 355,442,513 316,613,331 295,880,638

Capital work in progress 13,089,487 9,847,812 10,164,730 6,147,265 -

Current assets 146,269,875 168,272,914 174,669,530 139,305,745 101,976,822

Inventories - - - 114,200 114,200

Work in progress - - - - -

Trade and other receivables 131,813,375 112,924,379 115,411,276 106,100,606 70,080,281

Vat Receivables - - - - 13,032,142

Advances, deposits and prepayments 8,978,786 47,888,461 48,874,010 25,701,425 4,051,131

Accrued interest income 85,990 41,007 31,553 117,524 349,126

Cash and cash equivalents 5,391,724 7,419,067 10,352,691 7,271,990 14,349,942

Total assets 591,722,263 574,491,389 558,465,075 477,423,232 412,965,383

Equity and Liabilities

Equity attributable to shareholders 537,046,313 519,584,132 508,193,594 376,782,483 302,339,398

Share capital 390,000,000 300,000,000 300,000,000 200,000,000 180,000,000

Retained earnings 147,046,313 219,584,132 208,193,594 176,782,483 122,339,398

Non-current liabilities - - - 63,704,113 71,604,934

Long-term loan - - - 63,704,113 71,604,934

Current liabilities 54,675,950 54,907,257 50,271,481 36,936,635 39,021,050

Loan from directors - - - - -

Loan from other parties - - - - -

Trade and other payables 37,460,672 37,373,642 36,496,747 26,445,032 29,565,437

Provision for expenses 1,464,236 4,496,642 2,090,085 320,416 1,845,406


participation and welfare fund15,584,179 12,891,585 10,989,741 9,404,798 6,669,270

Provision for income tax 166,863 145,388 694,908 766,387 940,937

Total liabilities 54,675,950 54,907,257 50,271,481 100,640,748 110,625,985

Total equity and liabilities 591,722,263 574,491,389 558,465,075 477,423,232 412,965,383

Net asset value per share 13.77 17.32 16.94 18.84 16.80

As required under section 135 (1) , Para 24(1) , Part II of the Third Schedule of Companies Act 1994, We have examined the

financial statements of Infinity Technology International Ltd. for the year ended 30 June 2019 and 30 June 2018 audited by us and

the year ended 30 June 2017, 30 June 2016, 30 June 2015, audited by Masih Muhith Haque & Co. Chartered Accountants and our

report is as under:

234 | P a g e


Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.) Amount (Tk.)

As Reported As Restated As Restated As Restated As Restated

Net revenue 61,166,044 58,459,846 87,280,662 103,770,170 122,653,938

Less: Cost of sales 25,076,805 25,551,029 26,205,504 23,416,703 24,139,390

Gross profit 36,089,239 32,908,817 61,075,157 80,353,467 98,514,548

Less: Office and administrative expenses 16,244,352 19,886,445 27,226,493 21,271,623 22,586,931

Profit from operations 19,844,887 13,022,372 33,848,664 59,081,844 75,927,617

Add: Other income 476,751 415,398 296,182 764,262 1,262,976

Profit/(loss) before finance costs 20,321,638 13,437,770 34,144,846 59,846,106 77,190,593

Less: Financial expenses 1,811,142 1,325,047 860,990 2,400,000 2,400,000

Profit/(loss) before contribution to WPPWF 18,510,496 12,112,723 33,283,856 57,446,106 74,790,593

Less: Contribution to workers' profit

participation and welfare fund881,452 576,796 1,584,943 2,735,529 3,561,456

Profit/(loss) before income tax 17,629,044 11,535,927 31,698,913 54,710,577 71,229,137

Less: Income tax expenses 166,863 145,389 196,013 267,492 442,042

Profit for the year 17,462,181 11,390,538 31,502,900 54,443,085 70,787,095

Profit attributable to:

Equity holders of the Company 17,462,181 11,390,538 31,502,900 54,443,085 70,787,095

Non-controlling interest - - - - -

Profit for the year 17,462,181 11,390,538 31,502,900 54,443,085 70,787,095

Basic Earnings Per Share (EPS) 0.45 0.29 0.95 1.88 2.62

B: Statements of operating results of the Company are as follows:

235 | P a g e

Certification on statement of Dividend of Infinity Technology International Ltd.

C. Dividend:

The Company has declared dividend as follows:

Particulars

Year ended Year ended Year ended Year ended Year ended


Cash dividend Nil Nil Nil Nil Nil

Stock dividend 90,000,000 Nil Nil Nil 80,000,000

D. 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.

E. The Company has no subsidiary company.

F. Figures related to previous years have been rearranged where considered necessary.

______Sd/-________

Dhaka (M M Rahman & Co.)

Dated: October 12, 2019 Chartered Accountants

236 | P a g e

(e) Financial spread sheet analysis for the latest audited financial statements:

Restated

Amount (Tk.) Amount (Tk.)% of Total

Assets

% of Total

Assets

June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018

ASSETS

Property, plant and equipment 53,316,683 15,140,394 9.01% 2.64%

Intangible assets 379,046,218 381,230,269 64.06% 66.36%

Capital work in progress 13,089,487 9,847,812 2.21% 1.71%

Total non-current assets 445,452,388 406,218,475 75.28% 70.71%

Trade and other receivables 131,813,375 112,924,379 22.28% 19.66%

Advances, deposits and prepayments 8,978,786 47,888,461 1.52% 8.34%

Accrued interest income 85,990 41,007 0.01% 0.01%

Cash and cash equivalents 5,391,724 7,419,067 0.91% 1.29%

Total current assets 146,269,875 168,272,914 24.72% 29.29%

Total assets 591,722,263 574,491,389 100.00% 100.00%

Restated


% of Total

Equity and

Liabilities

% of Total

Equity and

Liabilities


EQUITY

Share capital 390,000,000 300,000,000 65.91% 52.22%

Retained earnings 147,046,313 219,584,132 24.85% 38.22%

Total equities 537,046,313 519,584,132 90.76% 90.44%

LIABILITY

Trade and other payables 37,460,672 37,373,642 6.33% 6.51%

Provision for expenses 1,464,236 4,496,642 0.25% 0.78%

15,584,179 12,891,585 2.63% 2.24%

Provision for income tax 166,863 145,388 0.03% 0.03%

Total current liabilities 54,675,950 54,907,257 9.24% 9.56%

Total liabilities 54,675,950 54,907,257 9.24% 9.56%

Total equity and liabilities 591,722,263 574,491,389 100.00% 100.00%


participation and welfare fund


Financial Spread Sheet Analysis

Statement of Financial Position

237 | P a g e

Restated

Amount (Tk.) Amount (Tk.) % of Total Assets % of Total Assets


Net revenue 61,166,044 58,459,846 100.00% 100.00%

Less: Cost of sales 25,076,805 25,551,029 41.00% 43.71%

Gross profit 36,089,239 32,908,817 59.00% 56.29%

Less: Office and administrative expenses 16,244,352 19,886,445 26.56% 34.02%

Profit from operations 19,844,887 13,022,372 32.44% 22.28%

Add: Other income 476,751 415,398 0.78% 0.71%

Profit/(loss) before finance costs 20,321,638 13,437,770 33.22% 22.99%

Less: Financial expenses 1,811,142 1,325,047 2.96% 2.27%

Profit/(loss) before contribution to WPPWF 18,510,496 12,112,723 30.26% 20.72%

881,452 576,796 1.44% 0.99%

Profit/(loss) before income tax 17,629,044 11,535,927 28.82% 19.73%

Less: Income tax expenses 166,863 145,389 0.27% 0.25%

Profit for the year 17,462,181 11,390,538 28.55% 19.48%

Less: Contribution to workers' profit participation and

welfare fund


Financial Spread Sheet Analysis

Statement of profit or loss and other comprehensive income

238 | P a g e

(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 30 June 2019 30 June 2018

Profit for the period attributable to the ordinary shareholders 17,462,181 11,390,538

Weightage average number of shares outstanding 39,000,000 39,000,000

Earnings per Share (EPS)-Weighted average no. of Share basis 0.45 0.29

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 30-Jun-19 30-Jun-18

Net Profit before Tax 17,629,044 11,535,927

Less: Non-Operating Income 476,751 415,398

Net Profit before Tax except Non-Operating Income 17,152,293 11,120,529

Less: Income Tax Expenses 166,863 145,389

Net Profit after Tax except Non-Operating Income 16,985,430 10,975,140

Number of shares outstanding 39,000,000 39,000,000

Earnings per Share (EPS)-Weighted average no. of Share basis 0.44 0.28

(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 June 30, 2019 A 390,000,000

Revaluation Reserve as on June 30, 2019 B -

Retained Earnings as on June 30, 2019 C 147,046,313

Total Shareholders’ Equity as on June 30, 2019 A+B+C=D 537,046,313

Number of share as on June 30, 2019 E 39,000,000

b) Net Asset Value with Revaluation Reserve:

Not applicable for Infinity Technology International limited.

239 | P a g e

(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.

(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

After due verification, we certify that the Long term and short term borrowings including borrowing from

related party or connected persons of Infinity Technology International Ltd. for the year ended from June 30,

2015 to June 30, 2019 made up as follows:

Period Name of Parties Nature of

Relationship Nature

Rate of Interest

Interest charged during

the year (In BDT)

Outstanding balance as at the end of the year

(In BDT)

Year ended June 30, 2019

- - - - - -


- - - - - -


Agrani Bank Limited

Lender

Long Term

3.00% 860,990 -


Agrani Bank Limited

Lender 3.00% 2,400,000 63,704,113


Agrani Bank Limited

Lender 3.00% 2,400,000 71,604,934

Sd/-



240 | P a g e

(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;

This is to certify that Infinity Technology International Ltd. undertook secured loans and assets with the

following principal terms for the year ended from June 30, 2015 to June 30, 2019. Details are described

below:

Lender Outstanding balance as at the end of the year

(In BDT) Year Security

Agrani Bank Limited

- As at June 30, 2019

All movable and immovable assets of the Company

- As at June 30, 2018

- As at June 30, 2017

63,704,113 As at June 30, 2016

71,604,934 As at June 30, 2015

The aforesaid loan has been fully repaid as at December 31, 2016.

Sd/-



(iii) Statement of unsecured loans with terms and conditions;

This is to certify that Infinity Technology International Ltd. has not taken any unsecured loan from any person/body/related party for the year ended from June 30, 2015 to June 30, 2019.

Sd/-



(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 Statement of inventories showing amount of Infinity

Technology International Ltd. for the year ended from June 30, 2015 to June 30, 2019 is as follows:

Amounts in BDT

Items As at

June 30, 2019 As at

June 30, 2018 As at

June 30, 2017 As at

June 30, 2016 As at

June 30, 2015

Store and spares parts - - - 114,200 114,200

Total - - - 114,200 114,200

Sd/-



241 | P a g e

(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.

This is to certify that Infinity Technology International Ltd’s Trade Receivables showing receivable from related party and connected persons for the year ended from 30

June 2019 to 30 June 2015 is as follows:

Name of Party

Amounts in BDT

June 30, 2019


As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported

General 131,813,375 112,924,379 112,924,379 115,411,276 115,411,276 106,100,606 99,072,732 83,112,423 77,099,977

From Related Party - - - - - - - - -

From Connected Person - - - - - - - - -

Grand Total 131,813,375 112,924,379 112,924,379 115,411,276 115,411,276 106,100,606 99,072,732 83,112,423 77,099,977

Sd/- Place : Dhaka M M Rahman & Co. Date: October 12, 2019 Chartered Accountants

242 | P a g e

(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.

This is to certify that Infinity Technology International Ltd. has not given any loan to related party or

connected for the year ended from June 30, 2015 to June 30, 2019.

Sd/-



(vii) Statement of other income showing interest income, dividend income, discount received, other non-

operating income;

Auditors’ certificate on statement of other income This is to certify that Infinity Technology International Ltd. interest income, dividend income, discount received & other non-operating income for the year ended from June 30, 2015 to June 30, 2019 are as follows:

Amounts in BDT

Particulars Year ended

June 30, 2019

Year ended June 30,

2018




Interest on FDR 439,303 372,764 424,414 730,685 1,258,258

Interest on Bank A/C 37,448 42,634 135,623 33,577 4,718

Loss on Disposal - - (263,855) - -

Total 476,751 415,398 296,182 764,262 1,262,976

Sd/-



243 | P a g e

(viii) Statement of turnover showing separately in cash and through banking channel;

Auditors’ Certificate regarding statement of turnover showing separately in cash and through

banking channel

After due verification, we certify that the turnover showing separately in cash and through banking channel

of Infinity Technology International Ltd for the year ended from June 30, 2015 to June 30, 2019 are as

follows:

Amounts in BDT

Particulars Year ended

June 30, 2019 Year ended




June 30, 2015

In cash 1,164,829 97,522 21,255,425 5,017,598 22,027,899

Through Banking Channel

41,733,696 62,529,291 60,160,887 78,284,871 84,233,070

Total 42,898,525 62,626,813 81,416,312 83,302,469 106,260,969

Sd/- Place : Dhaka M M Rahman & Co. Date: October 12, 2019 Chartered Accountants

(ix) Statement of related party transaction;

Auditors’ Certificate Regarding Related Party Transaction Based on our scrutiny of the financial statements and other relevant records of Infinity Technology International Limited (the

“Company”), we certify that the company has entered into the following related transactions during the last five years:

Amounts in BDT

Name of Parties Relationship Nature of

Transaction

As at As at As at As at As at

30-06-19 30-06-18 30-06-17 30-06-16 30-06-15

Mr. A.S.M. Jamaluddin Chairman Remuneration 900,000 900,000 900,000 900,000 900,000

Mr. K.M Rahmatullah Managing Director

Remuneration 900,000 900,000 900,000 900,000 900,000

Mr. A.S.M Ashrafuddin Director Remuneration 900,000 900,000 900,000 900,000 900,000

Mr. K.M. Obaidullah Director Remuneration 900,000 900,000 900,000 900,000 900,000



Mr. K.M. Ahsanullah Director Remuneration 900,000 900,000 900,000 900,000 900,000



Mr. K.M. Barkatullah Director Remuneration - - - - -



Mr. K.M. Hamidullah Director Remuneration - - - - -

Mr. A.S.M Waliullah Independent


Sabequn Naher Independent


Md. Nasimul Gani Independent


Md. Hemayet Uddin Shareholder Advance against

corporate consultancy

1,000,000 1,000,000 1,647,000 1,047,000 965,000

244 | P a g e

Sd/-



(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.

Sd/-



As at As at As at As at As at As at As at As at As at

June 30, 2019 June 30, 2018 June 30, 2018 June 30, 2017 June 30, 2017 June 30, 2016 June 30, 2016 June 30, 2015 June 30, 2015

As Restated As Reported As Restated As Reported As Restated As Reported As Restated As Reported

Net income

before tax as

per Audited

Financial

Statements

17,629,044 11,535,927 11,863,450 31,698,914 31,734,307 54,710,577 58,991,230 71,229,137 76,250,978

Add: Income

added by tax

authority

- - - - 263,854 - - - -

- 11,863,450 11,863,450 31,998,161 31,998,161 58,991,230 58,991,230 76,250,978 76,250,978

Note-1 Note-2 Note-2 Note-2 Note-2

Note-1: Income tax return will be submitted after end of the FY 2018-19.

Note-2: The impact of the difference arose due to restatement will be incorporated in next year’s annual tax return (i.e. FY 2018-19.

Note-3: Income of the company earned from Information Technology Enabled Services (ITES) is fully exempted from income tax up

to June 30, 2024.

Income

shown in Tax

Return

Particulars

Amounts in BDT

245 | P a g e

(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

After due verification, we confirm that all receipts and payments of the company, so far disclosed to us, above Tk.

500,000/- (five lac) were made through banking channel by Infinity Technology International Ltd for the year

ended from June 30, 2015 to June 30, 2019.

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.

This is to certify that bank statements of Infinity Technology International Ltd are in conformity with its

books of accounts for the year ended from June 30, 2015 to June 30, 2019.

Sd/-



(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 years were as follows:

Amount in BDT

Particulars Payment Status






Tax 145,389 196,013 267,492 442,042 283,959

VAT 2,633,788 1,340,382 688,879 2,391,712 2,958,359

Other taxes /duties - - - - -

Sd/-



CHAPTER (XXVII) : CREDIT RATING REPORT, IF APPLICABLE

Not Applicable.

246 | P a g e

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).


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.

247 | P a g e

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.

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c) issue allotment letters in the names of successful applicants in electronic format with digital

signatures and send those to respective Exchange in electronic form.

d) send consolidated allotment data (BOID and number of securities) in electronic text format in a

CDROM to CDBL to credit the allotted shares to tire respective BO accounts.


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.

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23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to

an amount of Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per

application irrespective of the amount or category. The service charge shall be paid by the applicant at the time of

submitting application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts

sent.

26. The Issuer shall accumulate the penalty amount recovered and send it to 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.

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CHAPTER (XXV) : OTHERS

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