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aamra.com.bd

Information Memorandum

aamra networks limited

aamra.com.bd

aamra.com.bd

aamra.com.bd

Information Memorandum

of

aamra networks limited

Authorized Capital: BDT 1,000,000,000

(100,000,000 Ordinary Shares of BDT 10 each)

Paid Up Capital: BDT 260,000,000

(26,000,000 Ordinary Shares of BDT 10 each)

Proposed Issue Size: BDT 120,000,000

Offering of 12,000,000 Ordinary Shares of Face Value BDT 10/- each

MANAGER TO THE ISSUE

LANKABANGLA INVESTMENTS LIMITED

Eunoos Trade Centre, Level - 21, 52-53, Dilkusha C/A, Dhaka - 1000, Bangladesh

Phone: +88 02 711 35 85, 712 25 95 Fax: +88 02 711 57 56

e-mail: [email protected] Web site: www.lankabangla-investments.com

aamra.com.bd

Disclaimer

This Information Memorandum with respect to the Private Placement of ordinary shares of aamra

networks limited has been prepared by LankaBangla Investment Limited to be circulated amongst

potential investors.

The information forecast analysis, assumptions and opinions contained herein have been

compiled or arrived at solely based on information obtained from aamra networks. Such

information has not been independently verified and no guarantee, representation or warranty,

expressed or implied is made as to its accuracy, completeness or correctness. Nothing contained

in this document is, or shall be relied upon as, a promise or representation by LankaBangla

Investments Limited. All such information is subject to change without notice and such changes

could be due to unforeseen circumstances. This document is for information purposes only and

does not purport to be a complete description of the subject matter referenced to herein.

Any estimate, projection, opinion, forecast and valuation contained in this Information

Memorandum involves significant elements of subjective judgment and analysis, which may or

may not be correct. No representation is made that any estimate, projection or forecast will be

achieved. The actual future events may vary significantly from the estimates, projections,

forecasts or valuation and each estimate, projection, forecast or valuation is based on a number

of assumptions and is subject to matters which are outside the control of aamra networks limited

and LankaBangla Investments Limited.

Accordingly, LankaBangla Investments Limited and aamra networks limited shall not be liable for

any loss or damage howsoever arising as a result of any person acting or refraining from acting in

reliance or any information, forecast analysis and opinion contained herein.

The recipients of this Information Memorandum are expected to carry out their own independent

evaluations on the transaction contemplated herein taking into consideration macroeconomic

variables and other relevant conditions.

The proposed Private Placement of ordinary shares of aamra networks would only be executed

upon obtaining necessary regulatory approvals.

aamra.com.bd

Contents Abbreviations ............................................................................................................................................ 11

1 Proposed capital structure ............................................................................................................. 4

2 Profile of Aamra Networks Limited ............................................................................................... 5

2.1 Fact Sheet .............................................................................................................................................. 5

2.2 Background ........................................................................................................................................... 6

2.3 Nature of Business ................................................................................................................................ 6

2.4 Quality Policy......................................................................................................................................... 7

2.4.1 Certifications ....................................................................................................................................... 7

3 Principal Products & Services &Support ..................................................................................... 8

3.1 Major Service Portfolio ......................................................................................................................... 8

3.2 Service & Support ................................................................................................................................ 10

3.3 Network Monitoring ........................................................................................................................... 13

3.3.1 ATS Monitoring System ..................................................................................................................... 14

3.4 Statement of Business Continuity & Disaster Recovery ...................................................................... 15

3.5 Revenue Mix........................................................................................................................................ 16

3.6 Subsidiaries and their core areas of business – Ace IT Networks Limited .......................................... 16

3.7 Associates, Subsidiaries or related holding company and their related transactions ........................ 17

3.8 Distribution of Products and Services ................................................................................................. 18

3.8.1 Sales and Marketing .......................................................................................................................... 18

3.8.2 Capacity Distribution Flow Chart ....................................................................................................... 18

3.8.3 Service Flow Chart ............................................................................................................................. 19

3.8.4 Principal Partners .............................................................................................................................. 20

4 Industry Outlook ........................................................................................................................... 21

4.1 Bangladesh Telecommunication Market ............................................................................................ 21

4.2 Industry Structure ............................................................................................................................... 21

4.2.1 Voice Services – Supply Chain ........................................................................................................... 22

4.2.2 Data Services – Supply Chain ............................................................................................................. 22

4.3 Voice Market ....................................................................................................................................... 22

aamra.com.bd

4.3.1 Key Drivers of the Voice Market ........................................................................................................ 23

4.3.2 Limitations in the Voice Market ........................................................................................................ 23

4.4 Data Market Scenario ......................................................................................................................... 23

4.4.1 Internet Segment .............................................................................................................................. 23

4.4.2 Internet Price ..................................................................................................................................... 26

4.4.3 Existing Operators ............................................................................................................................. 27

4.4.4 Data Services ..................................................................................................................................... 27

4.4.5 Key Players in the Data Market ......................................................................................................... 28

4.4.6 Limitations of the Data Market ......................................................................................................... 29

4.4.7 Key Drivers of the Data Market ......................................................................................................... 30

4.4.8 Global Internet Penetration .............................................................................................................. 31

4.4.9 Factual Summary of the Voice and Data Market – Bangladesh ........................................................ 32

4.5 The Regulatory Framework ................................................................................................................. 34

4.5.1 The Regulator .................................................................................................................................... 34

4.5.2 Overall Regulatory Framework .......................................................................................................... 34

4.6 Types of Data Service Providers .......................................................................................................... 35

4.7 Guidelines for Infrastructure Sharing .................................................................................................. 35

5 Competitive Conditions of Business .......................................................................................... 36

5.1 SWOT Analysis – Aamra Networks Limited ......................................................................................... 36

5.2 Barriers to run the business and Control of price on products/services ............................................ 36

5.3 Competitive Advantage ....................................................................................................................... 37

6 Sources of and Requirements for Power, Gas and Water and any other utilities .................. 38

7 Number of Employees .................................................................................................................. 38

8 Selected Key Customers .............................................................................................................. 39

9 Management Profile ...................................................................................................................... 40

9.1 Management Structure ....................................................................................................................... 40

9.2 Departments ....................................................................................................................................... 41

9.3 Directors of the Company ................................................................................................................... 42

9.3.1 Short Biography of the Directors ....................................................................................................... 42

9.4 Senior Management ............................................................................................................................ 44

9.4.1 Short Biography of Senior Management ........................................................................................... 44

10 Description of Property ................................................................................................................ 47

aamra.com.bd

10.1 Location of the principal plant and other property of the company and their condition................... 47

10.2 Break down of existing machineries ................................................................................................... 48

10.3 Lease Agreement (land and buildings) ................................................................................................ 50

11 Plan of Operation and Financial Condition ................................................................................ 50

11.1 Internal and external sources of cash ................................................................................................. 50

11.2 Causes for materials changes from period to period .......................................................................... 50

11.3 Any loan taken from holdings and or subsidiary company or loan given to a forsake company giving

full details of the same ..................................................................................................................................... 50

11.4 The estimated amount of future expenditure .................................................................................... 50

11.5 Operating lease and financial lease commitment ............................................................................... 50

11.5.1 Financial Lease Commitment ............................................................................................................ 50

12 Ownership of the Companies Securities .................................................................................... 51

12.1 Shareholding Structure ....................................................................................................................... 51

12.2 Existing Shareholding: ......................................................................................................................... 51

12.3 Share Holding after Private Placement: .............................................................................................. 51

13 Key Risk Factors &Risk Management ......................................................................................... 52

14 Related Party Transactions .......................................................................................................... 55

15 Allotment of Shares ...................................................................................................................... 56

Auditor’s Certificate regarding any allotment of shares to the directors and the

subscriber to the Memorandum of Association and Article of Association for any

consideration otherwise than for cash ............................................................................................... 56

16 Determination of Offer Price ........................................................................................................ 57

Valuation under Different Methods ................................................................................................................. 57

Price in BDT ...................................................................................................................................................... 57

NAV per Share .................................................................................................................................................. 57

12.30................................................................................................................................................................. 57

Earnings Based Value Per Share ....................................................................................................................... 57

34.96................................................................................................................................................................. 57

Average Market Price Per Share ...................................................................................................................... 57

25.03................................................................................................................................................................. 57

Valuation Based of Market P/E ........................................................................................................................ 57

aamra.com.bd

73.60................................................................................................................................................................. 57

Valuation Based on P/NAV ratio ...................................................................................................................... 57

48.70................................................................................................................................................................. 57

Based on the valuation mentioned above, aamra Networks Limited is offering 12,000,000 ordinary shares to

the general public through private placement for a price of BDT 10/- ............................................................ 57

17 Use of Proceeds ............................................................................................................................ 59

17.1 Project Costs and Financing Means .................................................................................................... 59

17.2 Capacity Enhancement Plan ................................................................................................................ 59

17.2.1 New Revenue Wings - Collocation/Data Center Facilities ................................................................. 59

17.2.2 New Revenue Wings - Intelligent Buildings ....................................................................................... 60

17.2.3 New Revenue Wings – Office Suite ................................................................................................... 62

17.2.4 New Revenue Wings – NTTN Operations .......................................................................................... 63

17.3 Implementation Schedule of Private Placement Fund ........................................................................ 64

18 Rationale behind investments ..................................................................................................... 64

18.1 Financial Considerations ..................................................................................................................... 64

18.2 Non-Financial Considerations ............................................................................................................. 64

18.3 Exit Strategy ........................................................................................................................................ 64

18.4 Investment Structuring ....................................................................................................................... 65

18.5 Regulatory Framework ........................................................................................................................ 65

19 Historical Financial Performance ................................................................................................ 66

19.1.1 Revenue Trend .................................................................................................................................. 66

19.1.2 Gross Profit Trend ............................................................................................................................. 66

19.1.3 Net Profit Trend ................................................................................................................................. 67

19.1.4 Fixed Asset Addition .......................................................................................................................... 67

19.1.5 Ratios ................................................................................................................................................. 67

20 Audited Financial Statements ...................................................................................................... 68

19.1 AUDITORS' REPORTTO THE SHAREHOLDERS OF ................................................................................. 68

aamra networks limited ................................................................................................................................... 68

20. Five Years (or from inception) comparative financial statements (aamra Networks

Limited and ACE IT Networks Limited) ................................................................................................. 102

21 Projected Financial Statements (Post Private Placement & IPO) .......................................... 114

21.1 Assumptions for Investment and Source of Fund ............................................................................. 114

aamra.com.bd

21.2 Projected Balance Sheet (Post Private Placement and IPO) ............................................................. 115

21.3 Projected Income Statement (Post Private Placement and IPO) ...................................................... 117

21.4 Assumptions of Projected Income Statement (Post Private Placement and IPO) ............................ 120

21.1 Projected Revenue Mix in 2020 ........................................................................................................ 121

21.2 Projected Cash Flow Statement(Post Private Placement and IPO) ................................................... 122

22 Ownership stake ......................................................................................................................... 124

23 Investment plan for the upcoming years .................................................................................. 125

24 Credit rating Report .................................................................................................................... 126

25 Profile – aamra companies (Holding Company and Sister Concerns) .................................. 141

25.1 Textile and Apparels .......................................................................................................................... 142

25.2 Professional Development & Lifestyle .............................................................................................. 143

25.3 Information Technology .................................................................................................................... 144

25.4 Key Achievements ............................................................................................................................. 145

25.5 Strategic Business Units .................................................................................................................... 146

25.6 Business & Technology Partners ....................................................................................................... 147

Annexure .................................................................................................................................................. 148

Annexure 2: Economic overview of Bangladesh ............................................................................................ 148

Background .................................................................................................................................................... 148

Macroeconomic Overview ................................................................................................................................... 148

Economic Outlook .......................................................................................................................................... 153

aamra.com.bd

Abbreviations

ANL aamra networks limited

BB Bangladesh Bank

BBS Bangladesh Bureau of Statistics

BEPS Bangladesh Electronic Payment System

NBFI Non-Banking Financial Institutions

BIN Bank Identification Number

CAGR Cumulative Average Growth Rate

CMS Card Management System

CSE Chittagong Stock Exchange

DES Data Encryption System

DRS Disaster Recovery Site/ System

DSE Dhaka Stock Exchange

EFT Electronic Fund Transfer

EFTPOS Electronic Fund Transfer at Point of Sales

EMV Europay Master Visa

EPS Electronic Payment System

FI Financial Institution

FTB Foreign Trade Bank

IP Internet Protocol

IPS Islamic Payment System

IT Information Technology

MEPS Malaysian Electronic Payment System

MOU Memorandum of Understanding

OSI Open System Interconnection

PIN Personal Identification Number

POS Point of Sales

RMG Ready Made Garments

R&D Research and Development

SEC Securities and Exchange Commission

TCP Transmission Control Protocol

NTTN Nationwide Telecommunication Transmission Networks

Page | 1 Information Memorandum – aamra networks limited

aamra.com.bd

Executive Summary

aamra networks limited (ANL) is one of the first Internet Service Providers (ISPs) in Bangladesh

starting its operation in 2001 with a view to provide Internet access for Business houses only. The

idea of positioning in the market as 'Corporate Only' ISP worked well and in 2001 the company

decided to offer Broadband Internet with initial investment for end customers. This was the turning

point for ANL (the then Global Online Services Limited) which helped to take significant lead from the

competitors. ANL invested in the finest radios from Alvarion and partnered with four VSAT service

providers where the competitors were happy with one or two VSAT service providers. Having multiple

VSATs for redundancy and lowering latency worked like magic in striking deals with most of the blue-

chip customers in the market. ANL was the only ISP in the market who could offer lower latency and

redundancy through multiple VSATs. Most companies, who are sensitive to Quality of Service (QoS)

and with good payment record, are ANL customers’ since 2003. It helped ANL to maintain its cash

flow with a very optimal cost.

ANL is the first among the ISPs to offer professional ticketing system for customer care, introduced

24/7 call centre facilities with dedicated customer relationship managers, and independent third-party

proactive monitoring system for all the active devices and customer routers/gateways. ANL is one of

the permanent sponsors of Bangladesh Cricket Board (BCB) since 2004, and Bangladesh Olympic

Association since 2007. In 2007, ANL signed a deal with Telekom Malaysia (TM) to offer Internet

Private Leased Circuit (IPLC) for the first time in Bangladesh. The first connection was provided to

Ericsson followed by reputed customers like IKEA, British High Commission, DHL, HSBC, Standard

Chartered Bank and many more. The success of IPLC and public circuit sales and seamless

infrastructure service provided by ANL convinced TM to make ANL the exclusive agent for

Bangladesh. In 2008, ANL also signed agreement with Bangladesh Export Processing Zone (BEPZA)

to provide Internet and Private Leased Circuits to all Export Processing Zones (EPZs) in Bangladesh.

Today more than 90% of the data traffic in EPZs is routed through ANL network. ANL was awarded

the Network Service Provider of Cricket World Cup 2011. ANL is also the obvious choice when any

high profile event takes place in Bangladesh where network service is a critical input.

In 2007, ANL management realized that Internet would become a commodity and the company future

cannot be vested on a commoditized product. The company then started investing in IT enabled

services and infrastructure services other than Internet with a target of reducing the Internet down to

50% in the product portfolio within 2013. ANL upgraded the major POPs (DEPZ, Banani, Motijheel,

and CTG) into small scale data centers and plans to build tier-3 data centers in the IT-Intelligent

building in Chittagong and 2 other major cities in Bangladesh.

ANL is the first and the only ISO certified ISP upholding the certification since 2003. ANL is also

among the top 500 companies since 2009 listed by Dun & Bradstreet. Skilled, experienced, and

motivated human resources are the strength and contributor to the success of ANL. The wonderful

work environment attributes average retention period of 5+ years of ANL workforce. ANL has more

than 850 contracts with corporate houses of Bangladesh to offer Internet and other network services.

More than 50,000 workstations are connected to ANL network.

ANL has STM-16 capacity among the major POPs and has invested in STM-64 capacity for

International capacity. ANL is also one of the biggest buyers of NTTN capacity for metro underground

cable network and has frame contract with two telcos for nationwide capacity. ANL has major

competitive advantage since most of the large corporate houses in Bangladesh are connected to ANL

data centers through its network backbone and are therefore capable of activating any IT enabled

service without the hassle of investing multiple times on infrastructure. Any hosted/managed services

can be commissioned very effectively and efficiently. ANL has also maintained a clean record with

Page | 2 Information Memorandum – aamra networks limited

aamra.com.bd

regulators and pertinent government bodies since its inception. ANL is a member of various relevant

associations including ISPAB, BCS, and WIBA.

The company is planning to introduce new revenue wings as business expansion plan that includes

introduction of IT Intelligent Building, Construction of Data Centers & Office Suites & NTTN Project.

The IT Intelligent Building will be a 10-storied building with all the high-tech facilities with an area of

0.25 million square feet which may be extended to 20 storied building in future and the area will be

0.5 million square feet. The port city of Chittagong is selected for the purpose of currently owning the

selected land in a prime location and keeping in mind the corporate houses (specially the MNCs) as

target market. The customers will have ample opportunities to complete their back office operations.

The plan for data center includes 2 major districts of Bangladesh and another one in our own IT

Intelligent building in Chittagong as target locations. All the data center facilities will be provided to

clients from own buildings of the company. Each of these buildings will be 6-storied and a single floor

of each of them will be dedicated for data centers and other for Rented Office Suites. The office suites

will serve the customers who feel the need for registered addresses for their businesses.

aamra networks limited is on its way to apply forNationwide Telecommunication Transmission

Network license from BTRC and start offering underground cabling and capacity facilities to its

customers and other interested parties and service providers. In this project, ANL will lease out

already laid nationwide network of City Cell for a period of 15 years. ANL has over 900 customers

who will directly and immediately be connected through this expanded network coverage system. By

taking in the license and starting this operation, ANL will save 90% of this monthly expenditure and by

selling remaining capacity make additional revenue.

It has been estimated that proposed expansion requires funding of approximately BDT 1,554Million

over a period of 4 years. The Company plans to raise the required funding for Loan repayment as well

as initiating the above mentioned projects through a PrivatePlacement and complete implementation

of the projects through IPO fund, sale of floor spaces and internal cash generation.

This proposal involves Private Placement of 12 Million Ordinary Shares representing 31.58% stake in

aamra networks limited immediately after the said capital raising. The proposed equity offering

provides an attractive upside potential for prospective investors upon successful implementation of

the proposed business plan. The company has a plan to go for IPO within one year time after

completion of “Raising Additional Capital “through Private Placement as an exit route to investors in

the ordinary shares of ANL.

Page | 3 Information Memorandum – aamra networks limited

aamra.com.bd

Company – Fact Sheet

Headquarter:

FR Tower (17th Floor),

32, Kemal Ataturk Avenue

Banani,

Dhaka - 1213

T: (88 02) 9841100

F: (88 02) 9840077

Offices:

Sales and Marketing

FR Tower (17th Floor),

32, Kemal Ataturk Avenue

Banani, Dhaka – 1213

Bangladesh

Tel: +88-02-9841100

Fax: +88-02-9840077

R&D and NOC

Safura Tower (12th Floor)

20 Kemal Ataturk Avenue

Banani C/A, Dhaka -1213

Bangladesh

Tel: +88-02-9841100

Fax: +88-02-9840077

Chittagong Office

SFA Tower (3rd floor)

132, Panchlaish Chittagong

Bangladesh.

Tel: +88-031-653314, 654521,

654664, 2551558

Fax: +88-031-653314

DEPZ Office

Room No-70, 3rd Floor

DEPZ Complex Bhaban

DEPZ, Ganakbari, Savar

Dhaka, Bangladesh

Tel: +88-01711614414

Fax: +88-02-9840077

CEPZ Office

Plot-3, Sector-5/A

Chittagong EPZ

Chittagong, Bangladesh

Tel: +88-031-801048,

801049

Fax: +88-031-801050

Adamjee EPZ Office

Room No-101, Ground

Floor, Zone Services

Complex Building, Adamjee

EPZ Adamjee Nagar

Narayangonj, Bangladesh

Tel: +88-01711614414

Fax: +88-02-984007

Key Events:

1997: Started Dhaka Operations

2002: Started Chittagong Operations

2002: Becomes Official Sponsor of Bangladesh Cricket Board (running)

2003: Quality Certification: ISO 9001:2000 (Certificate Number: 3738)

2007: Brand Transition & renamed as aamra networks limited

2008: Becomes the official provider of Internet and Private Leased Circuits to all Export

Processing Zones (EPZs) in Bangladesh

2009: Quality Certification: ISO 9001:2008 (Certificate Number: 3738)

2009: Started Khulna &Mongla Operations

2010: Recognized in Dun and Bradstreet as one of “Top 500 Companies in Bangladesh” (D&B D-

U-N-S Number-731557124)

2010: Started Sylhet&Rajshahi Operations

2010: Built high-end Colocation Facilities for the corporate blue-chip customers

2011: Becomes official IT vendor of ICC World Cup 2011 in Bangladesh

2012: Started Cox’s Bazar Operations

2013: Becomes BPL IT Partner for 2013-2017

2013: Largest buyer of NTTN capacity in Bangladesh

Page | 4 Information Memorandum – aamra networks limited

aamra.com.bd

1 Proposed capital structure

Existing Shareholdings Position-

Shareholders No. of Shares

Face Value

Taka Percentage of

Shares

aamra holdings Ltd 12,600,000 10 126,000,000 48.46%

aamra resources ltd 4,522,030 10 45,220,300 17.39%

Augere Holdings (Netherlands) B.V 8,477,970 10 84,779,700 32.61%

Syed Faruque Ahmed 100,000 10 1,000,000 0.38%

Syed Farhad Ahmed 100,000 10 1,000,000 0.38%

SyedaMunia Ahmed 100,000 10 1,000,000 0.38%

Fahmida Ahmed 100,000 10 1,000,000 0.38%

Total 26,000,000 - 260,000,000 100%

After Private placement: (after addition of 12,000,000 Shares @ BDT 10.00)

Shareholders No. of Shares

Face Value

Taka Percentage of

Shares

aamra holdings Ltd 12,600,000 10 126,000,000 33.16%

aamra resources ltd 4,522,030 10 45,220,300 11.90%

Augere Holdings (Netherlands) B.V 8,477,970 10 84,779,700 22.31%

Syed Faruque Ahmed 100,000 10 1,000,000 0.26%

Syed Farhad Ahmed 100,000 10 1,000,000 0.26%

SyedaMunia Ahmed 100,000 10 1,000,000 0.26%

Fahmida Ahmed 100,000 10 1,000,000 0.26%

Private Placement 12,000,000 10 120,000,000 31.58%

Total 38,000,000 - 380,000,000 100%

Page | 5 Information Memorandum – aamra networks limited

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2 Profile of Aamra Networks Limited

2.1 Fact Sheet

Company Information

Legal Standing

Incorporated in Bangladesh as a Private Limited Company on January 10, 2001. Its name has been changed from Global Online Services Limited to aamra networkslimited with effect from December 31, 2007.

Registration No. C 42228

Registered Office Safura Tower (12

th Floor), 20 Kemal Ataturk Avenue, Banani

C/A, Dhaka - 1213

Status Public Limited Company

Date/Place of Incorporation

January 10, 2001 Dhaka, Bangladesh

Board of Directors

Mr. Syed Faruque Ahmed – Chairman Mr. Syed Farhad Ahmed – Managing Director Ms. SyedaMunia Ahmed – Director Ms. Fahmida Ahmed – Director

Secretary to the Company Mr. AKM Quamruzzaman

Auditors to the Company KM Hasan & Co. Chartered Accountants

Bankers / Financial Institutions

1. Bank Asia Limited 3. Dhaka Bank Limited 2. Dutch Bangla Bank Limited 4. ONE Bank Limited

Lawyers to the Company Syed Ishtiaq Ahmed & Associates

Member of

1. Dhaka Chamber of Commerce and Industry; 2. Bangladesh Association of Software and Information Services 3. Bangladesh Computer Samity 4. German Chamber of Commerce 5. Internet Service Providers Association of Bangladesh 6. Wireless Internet Broadband Association

Quality Certifications ISO 9001:2008 (Certificate Number: 3738)

Awards/Recognition Dun and Bradstreet rated "top 500 Companies in Bangladesh" (D&B D-U-N-S Number-731557124)

Number of Employees Full time - 185

Number of Customers 1020

Page | 6 Information Memorandum – aamra networks limited

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2.2 Background

aamra networks limited (ANL, formerly Global Online Services Limited) over the last decade has

consistently provided its customers with the state-of-the-art IT communication solutions. The clients

have been able to rely on ANL’s ability to provide stable and consistent connectivity solutions. Using

the state of the art backbone and infrastructure, the company has ensured that the clients have had

minimal worry when it comes to dependability of their IT Communication. That in turn has ensured it

an enviable list of blue-chip customers. When Internet and related value added services are critical

input to business, Corporate Bangladesh has but only one obvious choice.

aamra networks limited employs more than 185 employees with diverse skill sets and expertise.

Through years of experience ANL has been able to accurately assess constantly changing customer

requirements, offering the most extensive and affordable IT services available. ANL places due

importance on quickly adopting new technology by investing 30% of its budget for R&D. The company

also strives to maintain international standard products and services; ANL is upholding ISO9001:2008

certification for the last 7 years. The company is one of the 11 concerns of aamra Companies. The

Group has diversified investment in ICT, Textile, and Lifestyle sectors in Bangladesh. Starting in 1985

the Group presently employs more than 550 individuals.

Vision

Excellence and innovation …. Unlimited…. Through the power of we.

Mission Statement

To empower our customers, employees, partners and communities by providing the finest products,

services and practices.

2.3 Nature of Business

Aamra Networks Limited (ANL) is a telecommunication & technology company involved in Leased

Bandwidth distribution, IAAS, SAAS and IP enabled value added services. ANL is one of the first

private sector licensed Internet Service Provider (ISP) in Bangladesh. The company holds a major

market share of the Leased Bandwidth Capacity in the corporate sector.

Internet, IT Infrastructure and IT enabled value added services

Software Development

Bundled ITO + BPO Outsourcing

Contact/Call Centers

Page | 7 Information Memorandum – aamra networks limited

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2.4 Quality Policy

aamra networks limited is a Corporate Internet Service and IT Solution Provider. It has implemented a

quality management system to ensure that the customers are served with professional standards. The

company is committed to continually improving the effectiveness of its quality management system

and services to attain maximum customer satisfaction. To attain these objectives the management is

determined to ensure the following:

Maintaining 99.9% service uptime

Ensuring at least 10% yearly revenue growth

Converting at least 50% of the paper work to digital version

The company desires, through dedication to customer service, technological innovation and

realization of Quality Objectives, to become the most reputed Corporate IT Solution provider in the

country. Management is committed to provide appropriate human resource, proper infrastructure,

logistic support etc. for proper implementation of the Quality Management System (ISO 9001:2008)

and maintain the same within the organization.

2.4.1 Certifications

Dun & Bradstreet - D&B has recognized aamra networks limited in the

publication “Bangladesh’s Top 500 Companies” as one of the top 500

companies in Bangladesh since 2009. This premium publication enlisted top

500 performers and companies from various sectors in Bangladesh’s economy.

D&B (NYSE:DNB) is World’s leading provider of global business information,

knowledge and insight, established in 1841 and manages the world’s most

valuable commercial database with information on over 131 million business entities. D&B features on

FORTUNE Magazine's Most Admired Companies Industry List, ranking first in the Financial Data

Services category.

ISO Certification - For maintaining proper

organizational Quality Management Practices, aamra

networks limited achieved an independent Quality

System Certification body ISO 9001:2000 in the year

2003. Throughout the years we have maintained the

value of the certification by following proper

organizational procedures and also conducting quality

audits within the organization. In 2009, as a reward of

Quality Management, we were successful in converting

the certificate into the latest recognition ISO

9001:2008.ISO is the International Standard for Quality

Management Systems (QMS). It is awarded by The

United Kingdom Accreditation Service (UKAS) which is

the sole national accreditation body recognized by

government to assess, against internationally agreed

standards, organizations that provide certification,

testing, inspection and calibration services.ISO provides

our company with a set of principles that ensure a

common sense approach to the management of your

business activities to consistently achieve customer

satisfaction.

Page | 8 Information Memorandum – aamra networks limited

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3 Principal Products & Services &Support

3.1 Major Service Portfolio

Internet

Provides a world-class network that guarantees quality, high capacity and low latency internet

connectivity ensuring fast and seamless access to the World Wide Web.

International Private Leased Circuit &International Private Virtual Private Network

Enables contact beyond Bangladesh shores, aamra networks ltd. in partnership with Telecom

Malaysia (TM), offers a range of bandwidth services through TM's extensive international

network infrastructure covering all the continents.

IT Infrastructure Management

Ensures reduced operational costs, increased operational efficiencies and a foundation for

future growth. Aligns a client’s IT system with business priorities, all by single source service

to simplify the IT Infrastructure with improved reliability and availability.

Wide Area Network

Generates redundant communication solutions to exchange data between separate office

stations. The WAN solution delivers the necessity of maintaining correspondence

between/among workplaces efficiently.

Data Backup and Disaster Recovery

Provide ample protection against the risk of losing valuable company data that might damage

the efficiency of entire business. The application recovers and restores data to get up and

running as soon as possible with minimum interruptions.

Infrastructure As A Service (IAAS)

Security & Storage

Bandwidth

Datacenter & Colocation

Audio & Video Conferencing

Monitoring

Software As A Service (SAAS)

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Colocation Facility and Data Center

Our colocation services helpsusers to safeguard mission-critical data with the highest levels

of security and operational reliability. Inside each data center, you also gain access to a vital

ecosystem where major networks, enterprises and business partners interconnect to each

other and to more than 950+ available networks.

Virtual Office

Offers the ‘green’ benefits of a virtual paperless office by facilitating customers to organize,

manage and share data, documents, calendar etc. Enable efficient collaboration - all in a

familiar, browser based secure environment.

Network Monitoring

For ensuring reliable, early problem and error detection of network equipment with multi-stage

verification process, followed by real- time SMS alerts.

Biometric Attendance System

Automates time attendance through the latest biometric fingerprint solution through our

remotely hosted application. All software and data are securely housed off site that will allow

the customer to capture, manage and access data without the expense of internal

infrastructure and software licenses.

Remote Video Surveillance

Facilitates with remote video surveillance. Sends sms, mms, and email if motion or intrusion

detected. This can be a good value addition to the present security system.

Web Based Helpdesk

Outweighs the monthly expense of relationship management by subscribing to Hosted CRM

solution that will enable business process automation and information analysis to better

targeted marketing and an informed sales force, better managed support and service with

online record keeping.

Online Survey

Facilitates paperless automated survey for measuring customer satisfaction, feedback on new

products or learn about purchase behaviors, conduct employee performance reviews,

measure employee satisfaction and gather feedback on corporate issues.

Video Conferencing

Creates the ability to be in several places at once without leaving a person’s office. It

increases client’s productivity, saves time and money through the interactive audio and video

conferencing solutions.

Hosted Anti-Spam & Anti-Virus Firewall

Provides comprehensive protection against most email borne threats (e.g. spam, viruses etc.)

that can cripple any network if left unprotected.

Business Email and Hosting

Organizations seeking an Enterprise-level hosted e-mail system have many factors to

consider: servers, software, data-redundancy, bandwidth, virus/junk-mail protection, and

support and maintenance. ANL’s hosted solution delivers all at fractions of regular costs.

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3.2 Service & Support

ANL maintains 4 dedicated teams for after sales support comprising of 90+ technical services

personnel in three shifts providing 24/7 support.

Quality and Performance

Team leaders are responsible for the overall quality and performance measurement of the customer

touch points. Service Managers directly monitore the complain calls/mails by randomly checking in

ongoing communications.

Dedicated Infrastructure Team

This department ensures that the last mile connectivity to the clients from different POPs of aamra

networks is up and running. The team is headed by a Senior Manager and consists of 5 Assistant

Managers, 10 executives and 20 Linemen. The team reports to DGM – TSD.

Escalation Chart (Critical Problem: Link down Etc.)

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Support Call Prioritization

Support Teams will use the priority specified by the user unless clearly inconsistent with the nature of

the problem, in which case the revised priority will be agreed by both parties. One of four priorities will

be assigned to a support call as described below.

Target Response and Resolution Times

The target response and resolution times for received issues are as follows:

Hours/days are working hours/days, usually 7 to 19.00 7 days a week excluding official

Holidays.

All calls once logged will be passed to a Team Support member for action.

Times are targets and are not guaranteed. Teams will aim to achieve the target response and

resolution times for 90% or more of the support issues logged for each Priority.

Response is defined as contact by a Team support member. This may be to provide a

solution, or request more information in order for investigation to commence.

Resolution is defined as a course of action identified by a Team Support member. This may

be a solution or a referral log or:

Advice / Explanation of how the module or function should be used.

Workaround provided where a defect has been identified and agreed.

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3.3 Network Monitoring

Network Status Monitoring

ANL generates several network status and monitoring reports to make sure that each client is taken

care of well and enjoys the best possible uptime and network quality.

Real Time Bandwidth Graph

The web based Multi Router Traffic Grapher (MRTG) will give you visual report on bandwidth

consumption in both local and WAN interface. Statistics are updated in every five minutes. Both

inbound and outbound traffic statistics will be presented in daily, weekly, monthly and yearly basis.

Monitor the traffic load on network-links

Generates HTML pages containing GIF images which provide a LIVE visual representation of

this traffic

MRTG generates the Incoming and Outgoing traffic in Graph

Multiple Ethernet traffic shows in one HTML page

Network Monitoring Dash-Board

Monitoring System- UPS Monitoring

ANL’s all POPs are supported by UPS to avoid the downtime caused by power failure. The main

reason of downtime is unexpected power disruption which could cause severe injuries, fatalities,

serious business disruption or data loss to the client end.

For any company, it is not literally possible to physically monitor in a continuous basis whether the

UPS of remote locations or in our case POPs is always working effectively or not during power failure.

By failing to monitor the performance of UPS the client end may face the problem of downtime which

might result in:

1. Power failure: defined as a total loss of input voltage.

2. Surge: defined as a momentary or sustained increase in the main voltage.

3. Sag: defined as a momentary or sustained reduction in input voltage.

4. Spikes, defined as a brief high voltage excursion.

5. Frequency instability: defined as temporary changes in the mains frequency.

Considering these ongoing issues, we have installed a system of Uninterrupted Power System for all

our POPs that auto launches in the vent of main power backbone failure. Through this system we can

always monitor the status of UPS through Internet to take proactive action when the electricity supply

from PDB fails to cover the POPs. When there is no electricity the UPS will give enough battery

backup. The monitoring of the percentage of left battery power is also counted in. This UPS

Monitoring service can automatically observe the entire performance or status of UPS. The voltage

provided by PDB can also be checked through this service.The overall result is, as the proactive

actions can now be taken before any problems in the battery backup of UPS, it is now possible to

maintain 99.9% service uptime.

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3.3.1 ATS Monitoring System

This system allows for the monitoring

and control of power transfer switches in

your Emergency or Standby Power

Distribution System which is also called

UPS. This web-enabled

communications allow access and

monitor your power system from

anywhere around the world to ensure its

perfection.All the POPs of ANL are

supported by many UPS for power backup. When there is problem of power failure this service

monitors whether the auto Power Transfer Switches properly works or not. For individual client

connection, there is a backup of 2 UPS for each POP location. In times of power failure when 1 UPS

shuts down by running for a long time, immediately another one starts up automatically. This ensures

that there is no downtime which maycasue long term negative impact in the client’s business

transactions. Therefore it is now possible to maintain 99.9% service uptime right after an UPS gets

down during electricity failure.

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3.4 Statement of Business Continuity & Disaster Recovery

aamra networks limited (ANL) together with each of its subsidiaries and affiliates, including its

partners, is committed to safeguarding the interests of our clients and customers in the event of an

emergency or significant business disruption. ANL’s comprehensive business continuity strategy is

designed to enable ANL to meet its existing obligations to its clients and customers in the event of an

emergency by safeguarding employees’ lives and firm property, making a financial and operational

assessment, quickly recovering and resuming operations, protecting all of ANL’s books and records,

and allowing customers to transact business.

ANL has a documented corporate policy requiring developing a Business Continuity Plan. Pursuant to

this policy, ANL’s Service and Support and Technical departments has the full-time responsibility of

coordinating the development, testing and maintenance of all ANL Business Continuity Plans. ANL

also manages contracts with recovery services vendors and is responsible for management reporting

on all aspects of continuity. A formal process that includes a continuous review of internal controls

enforces the corporate policy on continuity. Business Continuity Plans have been developed tested

and approved by management for all ANL business locations and IT systems and applications. The

plans reside in a common database and are routinely updated by Application and Support staff. The

database is replicated between two sites that are geographically separated. Recovery resources are

identified in advance and are obtained from several sources. These resources either within ANL’s

capabilities or are obtained from recovery services vendors under contract. Outsourced local crisis

management teams are in place. These local crisis teams are charged with recording and managing

any potential or actual crisis at the site from the time a situation occurs to the resolution of the incident

and resumption of normal business operations. ANL’s Business Continuity Plans address advance

preparations and actions to be taken in response to disruptions of various magnitudes.

The Business Continuity Plans address the potential impact of varying levels of disruptions to ANL

employees, equipment, computer and telecommunications systems, and office facilities. While it is

impossible to anticipate every type of disruption that could affect ANL’s businesses, examples of the

incidents covered include, but are not limited to, terrorist’s attacks, hurricanes, fires, bomb threats,

earthquakes, public transportation strikes, IT disruptions and cyber-threats. ANL maintains back-up

systems and power supplies that allow critical computer and telecommunications systems and facility

functions to be maintained in the event of minor, local disruptions. The duration of the disruption will

depend on the nature and extent of the emergency. In the event of a major catastrophe, where it is

not possible to conduct business from ANL’s offices, the company has selected remote alternate site

equipped with sufficient resources to support critical business operations. ANL’s networks and major

business applications are replicated daily in a different geographical location from the company’s

offices; enabling it to access these systems from the remote site should the local systems become

unavailable. As required in the Business Continuity Plans, ANL is generally prepared to restore critical

business functionality at the alternate site no later than 48 hours after declaration of a disaster. Other

employees have been designated to work from home during periods of major disruptions.

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3.5 Revenue Mix

Figure 3-1: Current Revenue Mix

3.6 Subsidiaries and their core areas of business – Ace IT Networks

Limited

Internet Services Provides localized internet service with low latency internet connectivity ensuring fast access

to the public network. Ace IT Networks Limited specializes in providing affordable solutions

targeting the SMEs and high end residence connectivity for CXO’s.

Web Page & Networking Installation & Website Hosting

Things that are considered during website design are Adhering to web design standards,

Designing to usability guidelines, Minimizing download times, Designing for visitors and

search engines

IT Support and Software Services

Through this service, Ace IT provides after sales services, Networking solutions and Value

added services such as Software Installation, management and administration services.

63% 8%

0%

29%

Current Revenue Mix

Internet Service

Web Page & Networking Installation

Domain Registration

IT Support & Software Services

Page | 17 Information Memorandum – aamra networks limited

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3.7 Associates, Subsidiaries or related holding company and their

related transactions

Name of the Company

Total transaction during the year Taka

Relationship with Company

Relationship with Company

Balance as at

June 30, 2013 Taka

Balance as at December 31,

2012 Taka

aamra management solutions

574,100 Concern under common management

Training service and space rent for training.

166,350

161,750

aamra management solutions

66,000

Concern under common management Internet Service Provider. 73,398

Nil

aamra holdings limited

484,504

Concern under common management Internet service, IT Service

and software maintenance. 131,001

91,501

aamra holdings limited

21,400,000

Concern under common management Relationship & management

expenses and Royalty fee Nil

Nil

aamra holdings limited

5,000,000

Concern under common management Intercompany loan

transaction

2,000,000

Nil

aamra resources limited

192,000

Concern under common management Internet service, IT Service

and software maintenance.

200,588

8,588

aamra embroideries limited

30,000

Concern under common management Internet service, IT Service

and software maintenance.

51,900

21,900

aamra embroideries limited

1,732,000

Concern under common management Intercompany loan

transaction

1,100,000

500,000

aamra technologies limited

3,039,662

Concern under common management Intercompany loan

transaction Nil

3,039,662

aamra technologies limited

232,253,795

Concern under common management IIG bandwidth & Equipment

Purchase

920,440

Nil

aamra technologies limited

8,346,960

Concern under common management Advance against Purchase

7,685,000

Nil

aamra technologies limited

6,784,073

Concern under common management Internet service, IT Service

and software maintenance. Nil

2,362,825

ACE IT Networks limited

3,585,014

Concern under common management

Internet service, IT Service, software, office rent and utilities.

1,063,838

Nil

aamra outsourcing limited

12,559,898

Concern under common management Intercompany loan

transaction Nil

4,364,927

aamra infotainment limited

2,479,767

Concern under common management Office rent, utilities and

intercompany loan

1,855,122

2,786,443

Syed Faruque Ahmed

2,400,000

Chairman and shareholder

Directors remuneration NIL NIL

Syed Farhad Ahmed

2,400,000

Managing Director and shareholder

Directors remuneration NIL NIL

Page | 18 Information Memorandum – aamra networks limited

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3.8 Distribution of Products and Services

3.8.1 Sales and Marketing

ANL is in the business of Leased Bandwidth, IP enabled value added services and Infrastructure

outsourcing. The company uses Direct Marketing and Sales processes thus ensuring customer focus,

satisfaction and accountability. Our customer touch points are continuously trained to ensure that

proper and effective communication reaches our customers and that delivery of service and after

sales service processes are smooth and hurdle free.

3.8.2 Capacity Distribution Flow Chart

The company is authorized to sell or lease Bandwidth & Capacity services Nationwide through its

multiple Point of Presence (POPs) in Dhaka, Chittagong, Sylhet and Cox’s Bazar.

Figure 3-2: Capacity Distribution Flow Chart

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3.8.3 Service Flow Chart

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3.8.4 Principal Partners

Figure 3-3: Technology Partners of aamra networks limited

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4 Industry Outlook

4.1 Bangladesh Telecommunication Market

Telecommunication is one of the vital sectors of the Bangladesh economy contributing approximately

6.0% of the GDP. Further, the Telecommunication sector had attracted Foreign Direct Investment to

the value of USD 18.09 Million for the year 2011 according to World Investment Report, 2012. The

sector is expected to play a dominant role in facilitating social and economic development of the

country. Having identified the importance of the Telecommunication sector, the Government of

Bangladesh established Bangladesh Telecommunication Regulatory Commission (BTRC) in 2002 as

the regulatory body of Telecommunication industry with a view to liberalize the industry and create a

regulatory policy framework that would support the growth of the industry.

As a result of the liberalization initiatives, the state monopoly was lifted and gradually the private

sector was allowed to participate in the Telecommunication industry. Further, the state owned

Bangladesh Telegraph and Telephone Board (BTTB) was converted to a limited liability Company

named Bangladesh Telecommunications Company Limited (BTCL) to make it responsive to the

market needs.

With the opening up of the sector, an intense competition has resulted in drastic reduction in tariff

levels especially among mobile operators and ISPs. With significant reductions in tariff levels,

Bangladesh is now one of the fastest growing telecommunication markets in the world as the mobile

market passed 80 Million subscribers by the middle of 2011 as penetration neared 50%. This growth

has supported the economic growth of Bangladesh both at urban and rural levels.

4.2 Industry Structure

The Industry structure is dictated by International Long Distance Telecommunication Services (ILDTS)

Policy 2007. Accordingly, the industry is organized as reflected in the following diagram:

Figure 4-1: Telecommunication Industry Structure

The Telecommunication Industry is broadly categorized into Voice and Data Markets. The Voice

market consists of fixed and mobile telephony and the Data Market consists of the internet and other

data services such as intranet/networking services.

Telecommunication Industry

Voice Market Data Market

Fixed Mobile Internet Other Data

Services

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Network Service

Operators

1. Fixed Line

2. Mobile

Submarine

Cable/Satellite

Connection

International

Voice Gateway Interconnection

Exchange Subscriber

s

Network Service Operators

1. Internet

2. Other Data Services

International Internet

Gateway/Internet Exchange Subscribers

Submarine

Cable/Satellit

e Connection

Figure 4-3: Supply Chain for Data Services

4.2.1 Voice Services – Supply Chain

The relationship between different players in voice services is diagrammatically given below:

As reflected by the diagram above, International Voice Gateway operators provide access to the

submarine cable and satellite connectivity for international voice communication in the country.

Network service operators are connected to each other and to International Voice Gateway through

Interconnection Exchanges.

4.2.2 Data Services – Supply Chain

The relationship between different players in data services is diagrammatically given below:

International

Internet Gateway provides access to the submarine cable and satellite connectivity for international

data communication in the country. Network service operators are connected to each other and to

International Internet Gateway through Internet Exchanges. However, in comparison to voice

services, International Internet Gateway is also acting as an Internet Exchange in the data market.

4.3 Voice Market

The voice market consists of fixed line and mobile phone services. The fixed line operators mainly use

CDMA technology except BTCL which is still on conventional wired technology while mobile phone

operators use both GSM and CDMA technology. Telecom voice market in Bangladesh is dominated

by Mobile phone operators with 97% share, while land phone has 3% share of which BTCL

represents 2% and all private land phones represent 1%.

Figure 4-2: Supply Chain for Voice Services

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The composition of the voice market as at December 2012 is given in the pie chart below:

Figure 4-4: Composition of Voice Market of Bangladesh

Source: BTRC

4.3.1 Key Drivers of the Voice Market

The phenomenal growth in cellular mobile penetration level was driven by several factors i.e. the

reduction of tariffs, increasing affordability of handsets, aggressive network expansion, intense

advertising and multiple delivery channels used by cellular mobile operators.

The voice market has the potential to grow further given the fact that mobile density is still around

62%. The mobile operators would continue to penetrate further into the bottom of the income pyramid

and rural areas through low cost tariff packages and handset prices. The growth of subscribers in the

rural areas and lower income segment is indicated by falling Average Revenue per User (ARPU) by

mobile operators. The issuance of IP Telephony licenses would further augment these growth

initiatives by the present cellular mobile operators.

4.3.2 Limitations in the Voice Market

Despite the rapid growth and healthy tele-density, the voice market has certain drawbacks. The voice

services especially in the international segment are saddled with poor connectivity and voice clarity.

International call origination especially during peak hours is difficult in the fixed line segment.

Further, the fixed line market is much smaller and dominated by government owned BTCL. As a

result, private sector fixed line operators do not have the scale to compete effectively with BTCL as

well as cellular mobile operators. Private fixed line operators are struggling with poor network

coverage, lack of value added services and uncompetitive tariffs in comparison to cellular mobile

services.

4.4 Data Market Scenario The data market consists of the internet and other data services such as intranet/networking services.

4.4.1 Internet Segment

In June 1996, the Satellite connectivity was established for the first time in the country. Upon VSAT

commissioning, internet connectivity was also established and its services were made available to the

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public. At the end of 1996, there were only two ISPs in the country and the number of internet users

was close to only one thousand. As the industry grew, more ISPs broke into the market. By the end of

1997, the total number of ISPs increased to a dozen and the subscriber number surpassed 10,000.

More liberal Government policies followed in the subsequent years led to a rapid expansion of the

industry, eventually resulting in over 180 registered ISPs by 2005.

In 2006, Bangladesh got connected to the SEA-ME-WE 4 submarine cable. With this development,

many ISPs found the opportunity to connect to the submarine cable via BTCL. In 2014 the new SEA-

ME-WE 5 cable is expected to provide an alternative operating at 100 Gbit/s, roughly 10 times faster

than the current connection. With the submarine cable access, the quality of internet enhanced

substantially and internet tariffs reduced. However, the tariff structure was still not affordable to the

mass market, with only the affluent section of the population being able to use the internet. As a

result, the internet penetration remained at 0.2% with a subscriber base of 300,000. The internet

penetration started to pickup since 2007 and the total number of internet subscribers reached at 29.42

Million on July 2012, according to Bangladesh Telecommunication Regulatory Commission (BTRC).

Today in Bangladesh, all the licensed ISP organizations under BTRC are divided into two categories:

"Nationwide ISP License" and "Non-Nationwide ISP License." Under Nationwide ISP License, there

are 94 organizations providing their services throughout the country.Furthermore, there are six Mobile

and 2 PSTN Operators providing Internet services to their subscribers under Value Added Services

(VAS). Currently ISPs have been providing Internet services to about 5,437,000 users and this

number is growing day by day. The average growth rate is 3.83%. In order to spread the internet

facilities into the rural areas of Bangladesh, BTRC has been working hand in hand with the ISP

organizations. The following graph indicates how the percentage of internet users grew in

Bangladesh:

SEAMEWE4 Bandwidth Capacity

Total Capacity – 200 Gbps

Existing Usage – 39 Gbps

BW Import through ITCs from India

Total Capacity – 50 Gbps

Existing Usage – 15 Gbps

“28% of total current Capacity going

through India at 40% growth/annum”

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Figure 4-6: Internet Market Scenario of Bangladesh – Coverage Operator Wise

Figure 4-5: Penetration Rates for Voice and Data Services

Mill

ion

s

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4.4.2 Internet Price

The internet subscribers recorded an unprecedented growth of 866.67% to 2.9 million in 2008. In the

first half of 2009, the subscriber base grew to 5.5 million recording an annualized growth rate of

179.3%. Accordingly, by June 2009, the internet penetration reached 3.52% in Bangladesh. This

steep growth in internet penetration since 2007 was driven by two main factors namely tariff

reductions and introduction of mobile internet by mobile phone operators. Having identified the

importance of internet being available to the mass market, the Government made three significant

tariff reductions since 2007. Accordingly, the bandwidth price of 1MB internet connection which was at

BDT 72,000/- in Q4 2007 came down to BDT 4,800/- by 2013 which augmented the Internet

penetration in the country.

Figure 4-7: Price (BDT) of 1 Mbps Bandwidth over the years

Figure 4-7: Price (BDT) of 1 Mbps Bandwidth in the Sub Continent

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4.4.3 Existing Operators

4.4.4 Data Services

Other data services include intranet and other secured network services. An intranet is a private

computer network that uses Internet Protocol technologies to securely share any part of an

organization's information within the same organization. Intranet services are presently used mainly

by banks in Bangladesh for the purpose of connecting branches and ATMs. In Bangladesh, there are

56 scheduled banks with approximately 8000 branches throughout the country. In addition, there are

31 Non Banking Financial Institutions (NBFIs), 62 insurance companies, about 374 stock dealers &

brokers and a large number of garment/textile manufacturers, retail distribution companies, NGOs and

other manufacturing companies with operations in multiple locations in the country. Private sector

banks are aggressively expanding the branch network in both urban and rural areas of the country. As

an example, 330 new bank branches were opened only in 2009. It is essential for the branches of

these institutions to have connectivity with their headquarters and/or within branches to transmit/share

information. Presently, only 50% of bank branches are online while connectivity ratio is even lower for

other financial institutions like NBFIs and insurance companies. The usage of modern data services in

the corporate sector is also relatively low with only a few corporate houses having opted for

networking/connectivity solutions. However, with increasing competition and demand for faster

response time, corporate houses are gradually realizing the need for timely availability of information.

In another positive development, most of the larger manufacturing enterprises are moving into

integrated IT services such as Enterprise Resource Planning (ERP). As such, demand for corporate

networking solutions and secured mode of data transmission are expected to increase rapidly in the

future.

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4.4.5 Key Players in the Data Market

A brief overview of key players in the data market other than aamra networks limited is given below.

COMPANY OVERVIEW

Agni systems limited

Agni systems ltd. Has been offering internet and corporate networking

solutions to individuals and corporate offices since 1995. Present

subscriber base of Agni includes around 6,500 dial-up subscribers

(prepaid), 1500 post-paid dial-up subscribers, around 300 DSL/FTTH

broadband subscribers and over 100 wireless broadband subscribers. In

addition to connectivity services, Agni also provides web services. Net

turnover of the company was approximately BDT 40.79 million for the

year 2010-2011. Agni is a public company listed in the Dhaka stock

exchange.

Bangladesh online

Bangladesh online is a division of Bangladesh export import company

limited. It started its commercial operations in December, 1999 and today

is one of the leading internet service providers in Bangladesh. In addition

to internet services, it also provides web design and hosting and domain

name registration.

Bdcom online limited

BDCom online limited started as an ISP in February 1997. Initially its

operations were limited to only internet services. Presently, Bdcom

provides internet services in different locations of the country and also

provides other services like software development and automatic vehicle

tracking. The net turnover of the company was approximately BDT 126

million during the year 2011. Bdcom is a listed company in the Dhaka

stock exchange.

Bangladesh

telecommunications

company limited

(BTCL)

Bangladesh telegraph and telephone board (BTTB) was converted into

Bangladesh telecommunications company limited (BTCL) in July, 2008 in

order to make it more responsive to market needs. BTCl is fully owned by

the government of Bangladesh. BTCL has a mandate to provide a range

of telecommunication services throughout the country. At present, BTCl is

providing telephone services to about 1 million telephone subscribers

down to upazila level. Most of them can also use dial-up internet service.

BTCL has the largest telecom infrastructure comprising of copper cabling,

microwave links, satellite links, optical fiber networks etc. The call rates

and internet rates are cheaper than those of other operators. BTCL also

provides broadband internet services along with web hosting and security

solutions. Revenue earned by BTCL in 2007-08 was BDT 15,157 million.

Bracnet

Bracnetis a joint venture between Brac and GnetDdhLlc, a San Francisco

based consortium of investors and strategic partners. The services of

Bracnet includes broadband internet, networking solutions and software

and web development. It also has a network of internet access points

known as “e-huts” in rural areas of the country.

Link3 technologies

limited

Link3 introduced fiber based fttx technology to Bangladesh to provide

last-mile internet connectivity in 2007. In addition to internet and data

connectivity services, the company also provides web services, software

services, it security solutions.

Page | 29 Information Memorandum – aamra networks limited

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4.4.6 Limitations of the Data Market

There are certain factors that adversely affect growth of the data market of Bangladesh. A brief

discussion of such factors is given below.

High Cost

Internet prices have decreased from $915 per Mbps in 2007 to $98 per Mbps presently. Despite such

tariff reductions, internet prices are still not affordable to a larger section of the population. Tariffs are

expected to come down further with the economies of scale associated with larger consumption of

bandwidth in the country.

Low Speed

This is basically a result of higher cost associated with higher internet access speed. As explained

earlier internet access with reasonable level of speed is still out of reach for most of the individuals. As

a result, customers are opting for slow speed internet connections (effectively 256-512 kbps). As

such, users would switch to high speed packages as the tariffs get lower in the future.

Further, in most of the areas outside Dhaka, Chittagong and Sylhet wireless internet services through

GSM and CDMA technology and instable Broadband services are available. WiMAX has enhanced

the capability of providing high speed data services in these regions.

Reliance on one Submarine Cable

Presently Bangladesh has access to a single submarine cable (SEA-ME-WE 4). There have been

several interruptions to this lone submarine cable during the last 3 years due to natural disasters.

Even though International Internet Gateways provide backup internet access using VSAT facilities,

most of the time the access is limited to high end corporate users and government. As a remedy, new

ITC licenses have been given through which Bangladesh has been connected to India via terrestrial

connectivity for Backup.

Highly dispersed industry structure

Bangladesh has 180 regional and national ISPs in the country. Considering the size of the country

and present internet penetration level, the number of ISPs appears to be high. As a result most of the

ISPs cannot achieve the optimal economies of scale which drives up cost of internet to the public.

Even a much bigger country like India with a population of 1.15 billion has only 45 ISPs.

Page | 30 Information Memorandum – aamra networks limited

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4.4.7 Key Drivers of the Data Market

Reduction in Tariff

As explained earlier in the report, further reduction in internet tariff is expected with the economies of

scale associated with higher bandwidth sourcing by Bangladesh.

The impact of three recent tariff reductions is given in the graph below:

Figure 4-8: Impact of Tariff Reduction on Internet Usage in Bangladesh

Source: ITU, BTRC

As it can be seen from the graph above, the tariff cuts have made disproportionate increase in

internet usage. The subscriber base has increased reflecting the kind of positive impact a tariff cut

could make to enhance the internet penetration.

Government’s plan of “Digital Bangladesh”

The government has set a target of achieving ‘’Digital Bangladesh’’ status by 2021. This would mean

activities such as governance, commerce, education, agriculture etc., would be facilitated through

internet and modern telecommunication facilities.

The government is expected to play a facilitation role in this regard since it would help to reduce

poverty levels and communication gap and provide under privileged people numerous learning and

employment opportunities. Just after the formation, the government reduced the internet service tariff

twice and has plans to install another submarine cable. These initiatives would act as major catalysts

that would drive the growth of the industry.

Rising middle class population

Bangladesh is expected to maintain a minimum GDP growth rate of 6% in the next few years. With

this expected economic development, the middle class population and overall disposable income

level will continue to increase, making internet affordable to the general public. The estimated present

middle class is approximately 10% (15 Million) of the total population.

1.80 2.50

3.10 3.70

5.00

6.30

3.6 3.6

2.7

1.8 1.2 1

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

2007 2008 2009 2010 2011 2012

Tariff Reduction and Internet Usage

Percentage of Internet Users Internet Tariff

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Untapped markets

The main ISPs and other data service providers are concentrating on key markets such as Dhaka,

Chittagong and Sylhet. As a result, the other areas of the country provide attractive opportunities for

data/internet services. With proper pricing and delivery channels, internet/data services can achieve

mass market and rural penetration similar to the success of the mobile telephony services.

Globalization/Internationalization of Bangladesh Business Enterprises

Export sector’s contribution to GDP stood at 22.70% in 2011 according to the World Bank Report

published in 2012. Further, new industries such as call centers, software development, business

process outsourcings are emerging in the country. This substantial growth of international businesses

demands quality international communication facilities such as high speed broadband connections

around the clock.

Rising Migrant community

Bangladesh has growing migrant population working in different parts of the world which presently

stands at 6.5 Million. A higher portion of this population is from rural areas and lower income segment.

As a result such migrant community needs economical means of communication with their families in

Bangladesh. With time, Internet will be a necessity for these people living in rural areas as it will

provide cost effective communication services. As people get familiarize with internet usage in rural

areas, such communication would also facilitate exchange of photographs and videos capturing

personal moments like birthdays, marriages etc.

Rising trend in overseas higher education International Study

Bangladesh shows an increasing trend in sending students abroad for higher education. This trend is

expected to continue with growing middle class in the country. As per the statistics of University Grant

Commission, 50,000 students went abroad for higher education in 2008-09 alone. This creates a

demand for frequent and cost effective communication with home. The e-mail and internet based

voice communication tools such as Skype and MSN Messenger are getting popular to keep contacts

with home for such overseas students.

Social Networking

With the changing and busy life style, physical contacts and relationships between individuals are

getting blurred and as a result such individuals are turning into internet for different forms of social

networking. The websites such as Facebook and Twitter are getting popular day by day especially

amongst the younger population of Bangladesh. Further, internet provides an avenue to keep in touch

with physically distanced friends and relatives. There were reportedly over 14,352,680 Facebook

users as on May 30, 2013 in Bangladesh which indicates the direction of the society.

4.4.8 Global Internet Penetration

Internet has become one of the main telecommunication medium in the world. By the end of 2011

there were 2.3 billion people online recording a penetration level of 32.5%. This indicates a 537.12%

growth in subscriber base from year 2000 where it stood at 361.0 Million.

A careful analysis of internet penetration across the world reveals an exponential growth of

penetration especially at the initial stage of internet use of a country. In fact, internet penetration

mirrors the growth shown by cellular mobile telephony industry. The following table and graph related

to global internet penetration substantiates this phenomenon.

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Figure 4-9: Individuals using the Internet per 100 inhabitants – Global Outlook, 2003-2012

Source: World Bank

4.4.9 Factual Summary of the Voice and Data Market – Bangladesh

Bangladesh over the last 3 years has made significant improvements to its network capacity and

infrastructure. The present government has recognized Information Technology as one of the thrust

sectors. It is promoting IT to achieve a Digital Bangladesh by 2021.

‘Digital Bangladesh by 2021’ vision plans to mainstream ICTs as a pro-poor tool to eradicate poverty,

establish good governance, ensure social equity through quality education, healthcare and law

enforcement for all, and prepare the country for climate change. To achieve this roadmap, the present

government has given 72 new gateway licenses. This has brought in increased competition and

massive growth in infrastructure capacity. As a result end users are benefitting increasingly. Internet

prices have decreased from $915 per Mbps in 2007 to $98 per Mbps presently. Around 40% of the

total network infrastructure has been developed over the last 2 years only.

One of the major issues of the IT industry in Bangladesh has been the single sea cable connecting

Bangladesh. We are vulnerable to frequent outages with no backup in place. The good news is we

are now connecting through multiple terrestrial operators with India for backup to SEAMEWE3 and

other cables connecting India. The entire process should complete by beginning of 2013. A second

sea cable, perhaps SEAMEWE5 is also in the pipeline. Gateway Operators are now able to offer both

East and West segment routing with backup.

Around 15 government and private sector operators are building the nationwide fiber optic backbone.

The operators cumulatively have deployed well over 15,000 km optical fiber backbone covering 59

districts out of 66. 2 NTTN Operators are working on underground Fiber Optic Backbone offering

FTTH services in Dhaka and Chittagong. Unfortunately, broadband services are yet to reach rural

districts with little indication of implementation time frame from the operators.

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TeleTalk 3G - Live October ‘12

4 More Licenses – 3rd

Quarter 2013

The Telecom Sector in Bangladesh has seen growth in mobile penetration that has exceeded all

expectations. The sector enjoys around 105 million subscribers as of August 2013 versus only 4

million in 2004. Mobile network coverage is reaching 98% of the population and covering nearly 99%

of the geographical area of the land. Unfortunately, and if we compare with the growth of Telecom

Sector, Internet penetration is still quite poor in Bangladesh. Roughly 40 million of the population has

access to internet through the mobile operators, ISPs, PSTNs and the WIMAX operators.

Broadband internet has grown quickly in Bangladesh in the last few years, although obviously from a

very low base. With an estimated internet user-base of close to 850,000 coming into 2013,

representing only a 0.53% user penetration, the local internet industry is preparing to move into the

next stage of its development. Broadband internet is in its infancy, but the country has started moving

into alternative channels such as WiMAX services in a significant fashion.

Bangladesh witnessed the launching of 3G services through the state operator Teletalk from October

2012. 3G networks are expected to significantly enhance user experience of existing data services

with the introduction of video and other high bandwidth services by the carriers. Low cost smart

phones are widely available in the market now, and the launching of 3G should further accelerate the

reach of internet throughout the country. The telecom regulator has auctioned off 4 more 3G licenses

in September of 2013 and live operations started in October 2013

.

Fiber Optic Backbone

Over 15,000 Km, 90% Coverage

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We believe the impact of the growth of connectivity will be significant. Application services like Video

Conferencing, VoIP, ERPs will grow among the Corporate Houses. Bandwidth capacity shall not be a

scarce resource anymore; E-Commerce will play vital role for Internet Penetration, bringing seeds and

urea to farmers, medicine to rural areas, products to consumers in general and not vice versa. IT

services like Data Storage, Data Recovery Systems. Colo facilities, contact centres will be widely

available, and the industry shall create millions of jobs the power of BPO.

Figure 4-8: Impact of Proposed increase in infrastructure Connectivity

4.5 The Regulatory Framework

4.5.1 The Regulator

Bangladesh Telecommunication Regulatory Commission (BTRC or the Commission) is the apex body

authorized to regulate the telecommunication industry of Bangladesh. The Commission was

established via Bangladesh Telecommunication Act 2001 and commenced its functions in January

2002. BTRC regulates fixed and mobile telephony, internet and data services, radio and television

broadcasting services.

4.5.2 Overall Regulatory Framework

The industry is governed by The Bangladesh Telecommunication Act 2001 and several other Acts,

policies, regulations and guidelines for specific purposes and segments of the industry as follows:

Acts Telecommunication Act, 2001, Telegraphy Act, 1933 and Telegraph Act, 1885.

Policies Information and Communications Policy, International Long Distance Telecommunication Services Policy

Guidelines Infrastructure Sharing, International Internet Gateway, Interconnection Exchange, IP Telephony

Regulations Interconnection Regulations, 2004, Licensing Procedure, 2004

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4.6 Types of Data Service Providers

Service provider Overview

Nationwide

Telecommunication

Transmission Network

Service Provider (NTTN)

License was issued to separate transmission from the access

services and in the process to replace the overhead optical fibers

and lay nationwide underground fiber backbone. The licensees

are Summit Power and Fiber @ Home Limited

Broadband Wireless Access (BWA)

This license was issued to promote broadband internet access

using WiMAX technology. Operators are Augere Wireless

Broadband and Banglalion Communications Limited

International Internet

Gateway (IIG)

To streamlinethe use of submarine cable, BTRC issued IIG

licenses to Mango Teleservices Ltd. and BTCL who work as an

exchange to control international data traffic.

Internet Service Provider

(ISP)

Licenses under this category are Nationwide ISP, Zonal ISP, and

Central Zone ISP. Nationwide ISPs are eligible to provide intranet

and internet services in any part of Bangladesh; Zonal ISP license

permits an operator to provide services in certain zones of

Bangladesh other than Dhaka whereas a Central Zone ISP

license is meant for those operators providing services only within

Dhaka Metropolitan Area. There are about 200 Internet Service

Providers in Bangladesh.

Nationwide Optical Fiber

Telecommunication

Transmission Network

Power Grid Company Bangladesh (PGCB) Limited, a company

that provides electrical transmission, has laid nationwide fiber

network along with the electrical transmission line. This license

allows it to lease these fiber optic backbones to Telecom, internet

and other data operators. The major difference between NTTN

operators and PGCB is that PGCB does not provide backbone for

last mile connections; it only provides backhaul connectivity.

4.7 Guidelines for Infrastructure Sharing

On September 8, 2008, the BTRC published guidelines for infrastructure sharing among

telecommunication service providers. The guidelines provide for sharing certain infrastructure and

facilities, including non-electronic infrastructure and fiber optic networks. Sharing infrastructure is an

approach to minimize the cost of network deployment and to protect the environment by reducing the

proliferation of towers and facilities installation. Operators will be required to provide capacity to other

operators on a non-discretionary “first come, first serve” basis.

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5 Competitive Conditions of Business

5.1 SWOT Analysis – Aamra Networks Limited

Strengths S Experience in the ISP market (12+ years) Known and respected name Innovation Peering agreements Experienced personnel Network management and economics

knowledge Ability to change rapidly in dynamic

Marketplace

Can take advantage of best tariffs in country

Weaknesses W

No local content Infrastructure dependent on 3

rd parties

Purchasing behavior dependent on profit

OpportunitiesO

Relationships with telcos, vendors, local regulators

Mergers with content providers Acquire smaller enterprises Development of web applications

Threats T

Entry of telcos/cable companies Price competition Saturation of the market

5.2 Barriers to run the business and Control of price on products/services

The IT industry is heavily reliant on large scale deployment of network infrastructure capacity. Due to

high import duty on hardware/software and frequently changing policies by the regulators, cost of

operations for all IT companies in Bangladesh is high. As a result, IT consumers end up paying higher

compared to our neighboring countries. For a developing country such as Bangladesh, this is a big

hurdle as we need to keep our costs low to promote IT nationwide. With high inflation, the cost utilities

are increasing day by day. As a result, in order to adjust with inflation, we are having to continuously

adjust salary packages, increase our service charges etc. On an average, we can control just about

15 – 20 % of price of our services as the rest are dependent on inflation, cost of utilities, power and

import duty.

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5.3 Competitive Advantage

Awards/Recognition

ISO 9001:2008 Certified (Certificate No. 9579) Dun & Bradstreet rated ‘Top 500 Companies in Bangladesh’ (D&B D-U-N-S

No. 731557124) ‘Verisign Certified Company’ as the trusted provider of Internet infrastructure

services in Bangladesh

Achievement

Connecting over 85,000 Corporate Workstations in Bangladesh IT partner of Bangladesh Cricket Board (BCB) since 2004 IT partner of Bangladesh Football Federation (BFF) since 2009 IT partner of Bangladesh Olympic Association since 2009 BEPZA partner – connectivity in all EPZs, covering 80% of clientele

Competitive Advantage

ISP Experience of over 16 years (since 1997) ANL only caters to Companies sensitive to Quality of Service (QoS) First ISP to offer professional ticketing system for customer care First ISP to introduce 24/7 call center facilities Dedicated relationship contact to manage all complaints and queries 99.9% uptime guarantee (even on Sea-Me-We 4 Submarine Cable downtime) Partnership with Telekom Malaysia (TM), Tata Communications, Airtel and

Telekom Italia Sparkle to offer International Private Leased Circuit (IPLC) services in Bangladesh

Nationwide service offerings with support offices in all major divisions Managing Concurrent Internet Bandwidth of 3.6Gbps + Connected to Multiple IP Transit Provider DC – DR Auto Redundancy of the ISP Layer-3 connectivity to all end customers Experience in creating 4 of the largest LAN projects in Bangladesh (up to

June 2013) Proven experience in creating Wireless Internet Zones for up to 100,000

concurrent users Member of various relevant associations including ISPAB, BCS, and WIBA Over 15 years+ industry experienced HR

Backbone Capacity

STM-16 capacity among the major POPs and STM-64 capacity for International capacity

One of the biggest buyers of NTTN capacity for metro underground cable network and has frame contract with 2 telecoms for nationwide capacity

IPv6 Ready Round Trip Time of 50 – 300ms

International Transmission Connectivity

Connectivity to Tier 1 ISPs through Aamra Technologies Limited IIG service Current East Bound upstream is TM (Telekom Malaysia) & Tata

Communications Current West Bound upstream is TIS (Telecom Italia Sparkle, Palermo),

proposed West Bound upstream is Cable & Wireless

Preferred Routing Both static and dynamic routing (BGP4) Routing with the lowest possible latency

Monitoring Facilities

Proactive Network Monitoring & Helpdesk Support 24/7/365. Multiple 3rd

party monitoring tools are used to monitor entire network backbone, POPs and customer IP devices

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6 Sources of and Requirements for Power, Gas and Water and any

other utilities

Utilities Sources Requirements/Remarks

Power DESCO 227,195

Gas Not Required N/A

Water WASA N/A

Aamra Networks Limited is a service oriented company and hence there is no requirement for Gas,

Water and other utilities beyond those for daily office operations. The Company has own generator to

provide backup at the time of power interruption for the NOC, Server Room and Data Centers. The

company has also IPS system as backup for power generation.

7 Number of Employees Aamra Networks Limited currently has a pool of 185 employees:

Engineers 45

IT Analysts 15

Certified Professionals 35

Business Graduates 54

Skilled Technicians 36

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8 Selected Key Customers Aamra Networks Limited provides service to over 1100 of the top corporate house and organizations

in Bangladesh. Below is a list of the top 100 clients as per Monthly Revenue:

1. Unilever Bangladesh Limited

2. TM International-IPLC

3. Lafarge Surma Cement Limited

4. Ruposhi Bangla Hotel

5. Northern University Bangladesh

6. Standard Chartered Bank

7. Cemex Cement Bangladesh Ltd

8. Paxar Bangladesh Limited

9. HSBC Bangladesh

10. Youngone Group

11. American Efrid (BD) Ltd.

12. Embassy of Switzerland

13. Partex-Star Particle Board Mills Ltd

14. Radisson Water Garden Hotel

15. ACDI / VOCA

16. Marico Bangladesh

17. Hutchison Global Comm. ltd

18. Partex-Danish Condensed Milk (BD) Ltd

19. Opex Group

20. APL (Bangladesh) Pvt Ltd

21. World Cat Ltd

22. Transcom Food Limited

23. TM International (Exclusive Agent)

24. Checkpoint Systems Bangladesh L

25. Grey Advertising Bangladesh Ltd

26. Coats Bangladesh Ltd

27. UNDP

28. Biman Bangladesh Airlines Ltd

29. Linde Bangladesh Limited. (BOC)

30. Chemonics

31. BSRM

32. Compassion International Bangladesh

33. Royal Park Residence, Dhaka

34. sanofi-aventis Bangladesh Ltd

35. Ananta Group Ltd

36. Lenny Fashions Limited

37. aamra resources limited

38. Karnafhuli Fertilizer (KAFCO)

39. Kwun Tong Apparels Ltd

40. GIZ Office Dhaka

41. Fashionit Company Limited

42. Intertek Consumer Goods Banglad

43. LSI Industries Ltd

44. Interstoff Apparel

45. Evergreen Products Factory (BD)

46. LM Ericsson

47. Transcraft ltd

48. Chevron Bangladesh

49. Robintex Group

50. (HCI) High Commission of INDIA

51. Shafi Processing Industries Ltd

52. Sainsbury's Asia Limited

53. Wartsila Bangladesh Ltd

54. SML Packaging Solution Bangladesh

55. Ikea Trading (Hong Kong) Ltd

56. Stamford University BD

57. Lakeshore Hotel

58. Goldenwear Outfitters Ltd

59. Fly Dubai

60. ULAB

61. Ring Shine Textile

62. Mashroom Project 2 (Orion )

63. Tetra Pak India Pvt Ltd

64. High commission of India

65. The Daily Ittefaq

66. Warnaco global sourcing ltd

67. Playdom, Inc.

68. Dhakarea Limited

69. Habib Group

70. Kappahl Far East Ltd

71. Orion Laboratories Ltd.

72. Western Union Services Singapore

73. Partex Furniture Industries Ltd

74. Consumer Knittex Limited

75. Cosmos Telecom (Pvt.) Ltd

76. Dutch-Bangla Bank Limited

77. TM Textiles & Garments Ltd

78. Next Sourcing (Bangladesh Liaison Office)

79. SW Shipping Limited

80. LM Ericsson

81. Wingroup Ltd

82. Pacific Jeans Ltd

83. Best Seller

84. Dhaka Stock Exchange

85. Elegant Fashion Limited

86. FCI (BD) LTD

87. Galaxy Bangladesh Group

88. Hotel Sarina Ltd

89. K line Bangladesh Ltd

90. Schlumberger Seaco Inc.

91. Expolonka Bangladesh Ltd

92. Hellmann World Wide Logistics

93. PranRfl Group (Badda Project)

94. Enam Labels Ltd

95. Graphics Associate limited

96. JC Penney(Bangladesh Liaison Of

97. Shanta Denims Ltd.

98. Envoy Textile Limited (Kolabagan Office)

99. PNS Group

100. Experience Group

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9 Management Profile

9.1 Management Structure

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9.2 Departments

The Chairman and Managing Director of the company also own 11 other companies under the banner of aamra. ANL is run by a Chief Operating Officer who takes care of the overall operation of the company. The company is divided into 10 departments and the departments are:

Department Description

Core Network

Responsible to ensure that aamra networks is well connected with the worldwide web,

security of the network, and proper functioning of all the network related services of

aamra networks. The 3-member team is stationed in Network Operation Centre of

aamra networks and headed by a 12-year experienced System Administrator (DGM).

Sales

Responsible for generating new revenue for the company. The team also collects

market information through informal channel and also responsible to communicate the

company products and services to the right target market. The department is divided

into 3 territories Dhaka, Chittagong, and Industrial Zones. All teams are headed by

experienced Sales Managers and DGM.

Technical

Support

This department is the customer touch point for system related issues. They ensure

that the system developed for the customers by aamra networks is working smoothly

and also ensures that the system is up-to-date. 42 Members of the team are stationed

throughout the country and headed by an experienced DGM

Infrastructure

This department ensures that the last mile connectivity to the clients from different

POPs of aamra networks is running excellent. This team headed by Manager and

consists of 13 members and 19 Linemen. This department runs its operation from

aamra networks Operation Centre.

Credit Control

The department issues bills, follows up with customers and ensure that the collections

are made at the earliest possible time. The department also coordinates and

cooperates with customers to resolve and payment related issues. This 7-member

team is headed by DGM

Helpdesk/

Contact Center

The members of this department are the first contact for customers on day to day

issues. The 24/7 call center is part of this department. This department maintains

liaison with all other departments to resolve customer care issues. This is presently a

3-member team headed by Senior Manager.

Marketing

This department looks after the branding and marketing activities that are required to

ensure that the existing & prospective clients are well informed about the company

and its products. This 3-member team is stationed in aamra networks corporate Office

Human

Resource

This department implements the organization’s human resource requirements. This

team consists of 2 members. This department is stationed in aamra networks

corporate Office

Admin &

Logistics

This department takes care of the Admin, procurement and logistics of the company.

This 5-member team is headed by Manager and stationed both in aamra networks

corporate Office and network Operation Centre

Accounts &

Finance

This department keeps book of all the accounts of the company. The team members

also ensure smooth functioning of future financing for the expansion of the company.

Timely payment to suppliers is also a key responsibility of the department. The

department is consists of 8 members and stationed in aamra networks Corporate

Office

Product

Development

This department is responsible for coordinating the activities of marketing, branding

and sales departments while planning marketing efforts for a new/existing product or

company branding. It is also responsible for estimating the consumer demand for new

or existing services, stay informed of any competing products on the market and

develop pricing strategies. This is presently a 5-member team headed by a Senior

Manager.

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9.3 Directors of the Company

Name Designation Age Qualification

Syed Faruque Ahmed Chairman 50 M.Com

Syed Farhad Ahmed Managing Director 46 B.Com

SyedaMunia Ahmed Director 43 M.A

Fahmida Ahmed Director 41 B.Com

9.3.1 Short Biography of the Directors

Syed Faruque Ahmed Chairman

Syed Faruque Ahmed is the current Chairman of aamra networks limited as well

as aamra Companies (formerly known as The Texas Group Bangladesh) and is

one of its founder shareholders. The aamra Companies are a dynamic, futuristic

and leading business group in the country involved in a wide range of businesses

sectors like the Garments & Textile, ICT, Lifestyle and HR Development.

Faruque, a post-graduate in Finance, helped starting the opening companies of

aamra as one of the founder shareholders. He was the Director Finance of the

Group from 1985. After having played a key role in setting up the Group’s export

oriented readymade garment business unit from 1985 to 1988, he left for USA in

1988 in pursuit of exploring the Group’s garment export market. Through his 4

years stay in the U.S., he garnered a much wider exposure to the garment industry, in particular the

US garment industry, as well as gained a rare insight into the corporate America. Upon returning

home, Faruque engaged himself back into the family business with an added zeal to improve the

processes and operations; much from what he learnt in the US. He successfully implemented

computer automation throughout the Group companies for MIS and Accounting that eventually had far

reaching implications on the rapid growth and success of aamra Companies. His effort in establishing

the vigorous use of IT throughout the organization, for example in initiating use of network computing

in the areas of Accounting, Sales and Production, resulted in huge savings of time and resources, as

well as immensely improved the dynamism and responsiveness of the Group. Faruque takes the lead

in the internal development of the aamra organizations and plays an active role in continual

improvements in Human Resources, Organizational Development, MIS and Corporate Governance.

Over the years he has helped introduce a number of important and far-reaching initiatives.

Syed Farhad Ahmed Managing Director

Syed Farhad Ahmed, a well acknowledged marketing expert and the

driver of many successful business ventures in Bangladesh, leads one

of the most successful IT companies in Bangladesh, aamra networks

Limited, as well as aamraCompanies, as its Managing Director.Farhad

is a founder shareholder of aamra Companies (formerly known as The

Texas Group Bangladesh) and started his career immediately after

university graduation in the groups garments venture in 1985 (set up

by his late father Mr. SSF Ahmed, a renowned Chartered Accountant of the country) as its Director of

Operations.Making money and expanding business were never the only driving thoughts in his mind.

Rather he always aims to contribute to the greater growth of the country and helps creating new job

opportunities for its people. With this aspiration he concentrated on expanding business in new areas

and in the country's nascent ICT field to boost the overall growth and advancement of the country.

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Under his able leadership, combined with his charismatic personality and motivational capabilities, he

tends to bring out the very best in all of aamra's team members.Taking the responsibility of

overseeing the operations of the Group's 11 companies dealing with ICT (Information &

Communication Technology), Garments & Textile and Lifestyle and HR Development as its Managing

Director, he also directly oversees aamra group's sales and marketing initiatives.Farhad has been an

active participant in numerous business and professional organizations including: France-Bangladesh

Chamber of Commerce & Industry, Bangladesh Garments Manufactures and Exporters Association,

Bangladesh Computer Samity and Internet Service Providers Association of Bangladesh. Farhad was

also an Executive Committee Member & Vice Chairman, Marketing Committee of the Bangladesh

Cricket Board. He is a past president of France-Bangladesh Chamber of Commerce & Industry.

SyedaMunia Ahmed Director

SyedaMunia Ahmed, daughter of AHM Shafiul Islam was born in 1970. She is an M.A. in English from

Dhaka University. She hasalso got “Special Diploma in Leadership and Diploma in Early Childhood”

from Eaton house Singapore. SyedaMunia Ahmed has20 years of teaching experience both in

Bangladesh and Singapore.SyedaMunia Ahmed is also engaged in various cultural and social welfare

organizations. With a higher educational background and vast experience she is a very active Director

of aamra networks limited. She spearheads the CSR activities of ANL, which includes assisting the

management in identifying CSR projects and mapping the companies’ contribution effectively.

Fahmida Ahmed (Representative of aamra resources ltd.)

Fahmida Ahmed, daughter of Late Khalid Ibrahim, was born in 1972. After completing her graduation,

Fahmida became theDirector of aamra networks limited and has been participating in making various

policies and regulations of ANL. Fahmidaplays an active role in guiding the marketing and

promotional activities of ANL, including assisting the management in identifyingand securing

sponsorship opportunity for increasing the brand value of ANL.

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9.4 Senior Management

9.4.1 Short Biography of Senior Management

Name Age Educational Qualification

Position Date of Joining

Job Experience

Job Last Five Years

Syed Faruque Ahmed 50 M.Com Executive Chairman 10/1/2001 27 Years ANL

Syed Farhad Ahmed 46 B.Com Managing Director 10/1/2001 27 Years ANL

SharfulAlam 40 BBA Chief Operating Officer 8/1/2003 15 Years ANL

AKM Quamruzzaman 41 MBA, MCom Company Secretary 9/1/2003 16 Years ANL

Md. Mahbubor Rahman

39 M.Sc Deputy General Manager 4/30/2001 15 Years ANL

Khaled AhamedNur 35 B.Sc Deputy General Manager 5/20/2003 11 Years ANL

Khandakar Mohammad Moinuddin

40 M.Sc Deputy General Manager 6/1/2003 13 Years ANL

A.M. Ehsan-ulHoque 34 MBA Deputy General Manager 12/1/2002 11 Years ANL

Mohammad EhteshamFeroze

38 MBA Senior Manager 6/1/2000 13 Years ANL

T. M. Mahbubur Rahman

42 B.S.S Senior Manager 5/11/2000 16 Years ANL

Muntasir Ahmed 31 BBA Senior Manager 11/1/2006 7 Years ANL

Goutam Sarkar 39 M.Sc Manager 7/1/2007 9 Years ANL

Golam Md. Hassan Mahmud

38 M.A Manager 8/1/2007 15 Years ANL

Musfiqur Rahman Khan

35 MBA Senior Manager 9/9/2003 10 Years ANL

Mohammed Sarwar Hossain

40 M.Com

MBA, LLB Manager 7/21/2001 14 Years ANL

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SharfulAlam

Chief Operating Officer

SharfulAlam is a proven, result-oriented and dynamic leader in the country’s

growing ICT industry. He is one of the key members who played key role to

grow country’s leading ISP aamra networks limited manifold during the last

few years. Sharful joined aamra networks back in August 2003 as Sales

Manager. Before assuming the position of Chief Operating Officer in 2010 he

served the company in various capacities such as AGM Sales & Marketing,

DGM Sales & Marketing, and COO (Acting). Sharful oversees the everyday

operations and functionalities of the company. He monitors work program of

the organization and reports to the company's Board of Directors. He

administers the designing, improvement and implementation phases the

company uses to deliver its services. It is his responsibility to monitor and resolve issues regarding

various aspects of the company's operations like sales, marketing, production, and human resources.

He also assures the system-wide implementation of company policies and procedures and finds ways

to improve those. Prior to joining aamra, Sharful served AccessTEL as Business Development

Manager for three years. He is a BBA graduate from IBA, Dhaka University and completed his

schooling from Faujdarhat Cadet College, Chittagong, Bangladesh.

A.K.M. Quamruzzaman Company Secretary

Zaman had joined aamra companies in 2003 as Manager of Accounts, where he

used to managed accounts of aamra networks limited (Global Online Services

Ltd.), aamra infotainment limited (Bangladesh Info) and aamra outsourcing

limited (Stitel Outsourcing Ltd.). In his tenure of a decade he became Senior

Manager, Assistant General Manager (AGM) of Credit Control and Administration

& Accounts. Currently he is acting as the Group Financial Controller of aamra

companies and company secretary of aamra networks limited.He was one of the

key persons during the transition period from Texas to aamra and also acted a

major role in times of public listing of aamra technologies. His dedication and

astute apart from expertise knowledge on any account handling issues made him

an essential leader of aamra companies’ accounts. Prior to joining aamra, Quamruzzaman was the

Company Secretary and Head of Accounts in Padma Cement Limited.Quamruzzaman completed his

Masters from Dhaka University and also completed his MBA. He is an ITP.

Md. Mahbubor Rahman DGM Core Network

Md. Mahabubor Rahman was born in 1974. Rahman joined aamra networks ltd. as Manager (System

Administrator) in 2001 and got promoted as Senior Manager in 2003. Presently he is the AGM of

aamra networks ltd. since 2006. Mahbubor Rahman performed at Information Services Networks Ltd.

as a Assistant Manager from 1998 to 2001. He has 14 years of experience altogether. Mahbubor has

completed Masters in Computer Science in the year 1998 from Dhaka University.

Page | 46 Information Memorandum – aamra networks limited

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Khaled Ahamed Nur DGM Technical Services

Khaled AhamedNur was born 1976. Khaled Ahmed Nur joined at aamra networks ltd. as Sr. Manager

(Corporate Support) and Head of Application Services in 2003. Khaled was promoted as AGM in

2010. Nur worked at BTS Communication Ltd. as a System Administrator from 2002 to 2003 and also

worked at ZerOOne Network as a System Admin since 2001 to 2002. He is experienced with

establishing and developing full IT Projects, Networks and Infrastructures from initial conception to

completion. He has 11 years of experience altogether. He has completed Bachelor in Computer

Science in 2001 from National First Grade College, Bangalore, India. He is CISCO Certified

Associate.

A.M. Ehsan-ul Haque DGM Sales

A.M. Ehsan-ulHaque joined aamra networks ltd as Manager (Sales) in 2002 and got promoted as

AGM Sales in 2010. He has 10 years of experience altogether in B2B sales. He has completed

M.Com and MBA from Dhaka University and East West University respectively.

KhandakerMohd. Moinuddin DGM & Head of Credit Control

KhandakarMohd. Moinuddin was born in 1973. Moinuddin joined aamra networks ltd. as Assistant

Manager and Head of Credit Control Department in the year 2003. Presently he is AGM and Head of

Credit Control Department. Moinuddin has completed Masters in Economics from Jahangir Nagar

University, Dhaka.

Mohammed Sarwar Hossain Manager and Head of Accounts

Mohammad Sarwar Hossain, born in 1973, joined aamra networks ltd as Executive (A & F) in 2001.

Presently Sarwar is working as Manager and Head of Accounts. With 14 years of corporate

experience, Sarwar previously served at RM Group. He has completed M.Com, MBA, LLB, CA (cc),

ITP.

Muntasir Ahmed Senior Manager Branding and Product Development

Muntasir Ahmed joined aamra networks limited in 2006 and is currently heading the branding and

product development for the company as well as ICT wing of aamra companies. Ahmed leads a team

of 8 personnel that deals with every day company communication and PR, the companies brand

visibility and works with the R&D and TSD departments for product development, packaging and

delivery processes. Born in 1982, Ahmed has 9 years of work experience and has a Bachelor’s

degree from North South University.

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10 Description of Property

10.1 Location of the principal plant and other property of the company

and their condition

Dhaka Unit

Particulars 30.06.2013 31.12.2012 31.12.2011 31.12.2010

(W.D.V) (W.D.V) (W.D.V) (W.D.V)

Land and Land Development 190,239,237 - - -

Furniture & Fixture 1,014,659 939,662 1,044,068 1,072,076

Office Equipment 12,364,002 12,140,401 8,059,600 5,014,740

Electric Installation 1,542,593 1,695,157 1,397,286 1,158,008

Telephone Installation 194,582 213,826 229,039 279,315

Computer & Comp. Equipment 3,287,027 3,652,252 4,347,609 4,695,211

Data Centre 3,228,614 3,587,349 - -

Fiber Optic Cable 23,841,454 13,218,206 12,674,700 7,471,024

Radio link/infrastructure & Backbone

69,592,889 65,596,577 52,698,168 46,233,401

Motor Vehicle 3,693,686 604,096 677,120 846,400

Office Decoration 31,182,847 22,535,816 11,321,561 5,896,979

Total 340,181,589 124,183,342 92,449,152 72,667,154

DEPZ Unit

Particulars 30.06.2013 31.12.2012 31.12.2011 31.12.2010

(W.D.V) (W.D.V) (W.D.V) (W.D.V)

Furniture & Fixture 128,788 135,566 150,629 167,365

Office Equipment 545,775 590,027 667,149 363,381

Computer & Comp. Equipment 129,230 143,589 179,487 224,358

Radio link/infrastructure & Backbone 574,967 631,832 770,526 939,666

Office Decoration 1,307,463 1,413,474 1,662,911 127,953

Total 2,686,223 2,914,487 3,430,702 1,822,725

Page | 48 Information Memorandum – aamra networks limited

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10.2 Break down of existing machineries SN Equipment Name Mode Qty Location

1 SU-2.4 and Accessories Set 67 Goran Pop.(address: G54, South Banashree, Goran)

2 SU-5.7 and Accessories Set 14 Goran Pop.(address: G54, South Banashree, Goran)

3 RB-2.4 and Accessories Set 24 Goran Pop.(address: G54, South Banashree, Goran)

4 BU-2.4 and Accessories Set 25 Goran Pop.(address: G54, South Banashree, Goran)

5 RB-5.8 and Accessories Set 7 Goran Pop.(address: G54, South Banashree, Goran)

6 BU-5.8 and Accessories Set 2 Goran Pop.(address: G54, South Banashree, Goran)

7 SU-3.5 and Accessories Set 225 Client side and Goran pop (Add: G54, South Banashree, Goran)

8 Willan and Accessories Set 13 Goran Pop.(address: G54, South Banashree, Goran)

9 AU-3.5 and Accessories

Set 10

Safura pop (Add: 12th Floor, 20 Kemal Ataturk Avenue, Banani), DEPZ Pop (Add: Bepza Building, DEPZ), NOC Pop (Add: H#1/A, R# 84, Gulshan-2)

10 AU-2.4 and Accessories Set 14 Goran Pop.(address: G54, South Banashree, Goran)

11 Dish Antenna and Accessories

Set 14

NOC(H#1A,R#84, Gulshan-2), Safura Pop (Add: 12th floor, 20 Kemal

Ataturk Avenue, Banani), DEPZ (Bepza Building, DEPZ), Mawna Pop (CitycellNOC,Chowrashta, Mawna, Gazipur)

12 Base ANT-3.5 and Accessories

Set 10

NOC(H#1/A R#84, Gulshan-2), Safura Pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani), DEPZ (Bepza Building, DEPZ), Mawna Pop (G54, South Banashree, Goran)

13 UBNT-M5/M2 and Accessories Set 242 Different Client side and Different Pop Sides

14 Nano Station- M5/ M2 and Accessories Set 178

Different Client side and Different Pop Sides

15 Air Point Nexus Unit 5 Goran Pop.(address: G54, South Banashree, Goran)

16 Canopy-5.2 and Accessories Set 7 Different Client side and Different Pop Sides

17 Canopy-5.7 and Accessories Set 5 Different Client side and Different Pop Sides

18 AU-5.7 and Accessories Set 2 Different Client side and Different Pop Sides

19 PDH-4E1 Unit 80 Different Client side and Different Pop Sides

20 PDH-8E1 Unit 86 Different Client side and Different Pop Sides

21 PDH-16 E1 Unit 14 Different Client side and Different Pop Sides

22 E1 Converter & Card (4E) Unit 47 Different Client side and Different Pop Sides

23 E1 Converter & Card (8E) Unit 27 Different Client side and Different Pop Sides

24 E1 Converter & Card (16E) Unit 4 Different Client side and Different Pop Sides

25 E1 to V.35 Converter Unit 5 Different Client side and Different Pop Sides

26 DXCO8 Unit 10 Different Client side and Different Pop Sides

27 STM and Accessories

Unit 15 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

28 SDH and Accessories

Unit 2 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

29 Colon Server-Corei-7

Unit 10 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

30 Server- DELL Unit 5 Safurapop,NOC Pop and Goran pop

31 TYAN & 1 U Server

Unit 42 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

32 Server- CPU

Unit 5 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

33 Router- 3600-Cisco Unit 3 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

34 Router - 7200-Cisco

Unit 8 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

35 Router - 7606 S Cisco Unit 1 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

36 Router - 7200 VXR Router Unit 1 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

37 Router - 7200 G2 Unit 4 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

38 Router-2500 Unit 2 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

39 Router- 2811 (Cisco) Unit 4 Different Client side and Different Pop Sides

40 12 Port Switch-- Cisco

Unit 4 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

41 24 Port Switch-- Cisco Unit 31 Safurapop,NOC Pop, Motijhil Pop, Mawna pop,

42 48 Port Switch-- Cisco

Unit 19 Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H# 1/A, R# 84, South Banashree, Goran)

43

Sectorial Antenna

Unit 11

Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H#1/A, R# 84, Gulshan-2), Motijhil Pop (28/1C rahmania complex, kalvertroad,FakirapulMotijhil), Mawna pop (Citycell NOC, Chowrashta, Mawna, Gazipur)

44 42 U Rack

Unit 23

Safura pop(12 th floor, 20 Kemal Ataturk Avenue, Banani),NOC Pop (H#1/A, R# 84, South Banashree, Goran), Motijhil Pop (28/1C Rahmania Complex, Kalvert Road, Fakirapul, Motijhil)

45 Quick Eagles Unit 7 Goran Pop.(address: G54, South Banashree, Goran)

46 Antena-5.8 Unit 11 Goran Pop.(address: G54, South Banashree, Goran)

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47 Barracuda Unit 1 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

48 Polycom- VX-5000 Unit 1 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

49 Polycom- SP-128 Unit 15 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

50 Media Converter Mounting Rack Unit 35 Safurapop,NOC Pop, Motijhil Pop, lavinci pop, DEPZ, CEPZ pop

51 Media Converter Pair 883 Different Client side and Different Pop Sides

52 Wireless CPE(Ovislink) Unit 9 Different Client side and Different Pop Sides

53 Wireless Omni Unit 1 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

54 Fiber Optic- 12 Core Meter 210000 Different Client side and Different Pop Sides

55 Fiber Optic -- 24 Core Meter 31000 Different Client side and Different Pop Sides

56 IP Phone Unit 68 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

57 Fiber Optic-6 core Meter 205883 Different Client side and Different Pop Sides

58 ADSL Concentrator with Chasis Unit 27 Goran Pop.(address: G54, South Banashree, Goran)

59 SDSL Concentrator Unit 2 Goran Pop.(address: G54, South Banashree, Goran)

60 SDSL Modem Unit 312 Goran Pop.(address: G54, South Banashree, Goran)

61 ADSL Modem Unit 355 Goran Pop.(address: G54, South Banashree, Goran)

62 Splicing Machine

Unit 5

Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani), Motijhil Pop (28/1C, Rahmania Complex, Kalvert Road, Fakirapul, Motijhil), DEPZ (Bepza Building DEPZ).

63 OTDR Unit 3 Safura Pop (12th Floor, 20 Kemal Ataturk Avenue, Banani)

64

Data Center Equipment (Lan, Rack, raise floor & other accessories) Unit 4

Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani), Motijhil Pop (28/1C, Rahmania Complex, Kalvert Road, Fakirapul, Motijhil), DEPZ (Bepza Building DEPZ).

65 CDMA Modem Unit 165 Different Clients sides

66 WimaxMadem Unit 160 Different Clients sides

67

Tower, installation, other accessories

Unit 7

Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani), Motijhil Pop (28/1C, Rahmania Complex, Kalvert Road, Fakirapul, Motijhil), DEPZ (Bepza Building DEPZ).

68 Earthling, Grounding and Others

Safura pop (12 th Floor, 20 Kemal Ataturk Avenue, Banani), Motijhil Pop (28/1C, Rahmania Complex, Kalvert Road, Fakirapul, Motijhil), DEPZ (Bepza Building DEPZ).

Point of Presence locations (POP)

Safura pop (address:12th floor, 20 Kemal Ataturk Avenue, Banani, Dhaka)

Noc (address: house# 1/a, road # 84, Gulshan-2)

Motijheel pop (address: 28/1c, Rahmania Complex, Culvert Road, Fakirapul, Motijheel)

Depz pop (address: Bepza Building, Depz)

La Vinci pop (address: La Vinci Hotel, Karwan Bazar, Dhaka)

Mirpur pop (address: prince hotel, Mirpur pop)

Khilgoan pop

NEPZ pop (BEPZA Building, Narayanganj)

Bashundhara pop (Block #A, house#82, Baridhara, Bashundhara)

Baridhara pop (Road#8, House# 462, Baridhara DOHS)

Stamford pop (Stamford University, Dhanmondi)

Sfa pop (add: Sfa Tower (3rd

Floor).132 Panchlaish, Chittagong)

Agrabad pop ( add: Hotel Saintmartin, Roof Of The Building , 25, Sheikh Mujib Road Agrabad, Chittagong)

Cepz pop (add: sector # 5/a, plot # 03)

Kepz pop (add: Karnaphuli Export Processing Zone , Karnaphuli, Chittagong)

Peninsula pop ( add: bulbul center 486/b O.R Nizam road, cda avenue, Chittagong)

Page | 50 Information Memorandum – aamra networks limited

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10.3 Lease Agreement (land and buildings)

The Company has purchased no land or building on lease.

11 Plan of Operation and Financial Condition

11.1 Internal and external sources of cash

As on June, 30, 2013 (Amount in Taka)

As on Dec. 31, 2012 (Amount in Taka)

As on Dec. 31, 2011 (Amount in Taka)

Internal Sources of Cash:

Share Capital 260,000,000 54,000,000 54,000,000

Retained Earnings 53,138,942 218,801,203 143,861,739

Sub-Total 313,138,942 272,801,203 197,861,739

External Sources of Cash:

Long-term Loan 101,117,878 - -

Short-term Loan 57,754,431 42,078,631 36,458,683

Sub-Total 158,872,309 42,078,631 36,458,683

Grand Total 472,011,251 314,879,834 234,320,422

11.2 Causes for materials changes from period to period

The Company has no significant material changes over the years.

11.3 Any loan taken from holdings and or subsidiary company or loan

given to a forsake company giving full details of the same

The Company has not taken any loan from its holding or subsidiary company.

11.4 The estimated amount of future expenditure The Company does not have any plan for capital expenditure in near future other than as specified in ‘Use of

Proceeds’ of this Information Memorandum

11.5 Operating lease and financial lease commitment

11.5.1 Financial Lease Commitment

The Company has two lease agreements with LankaBangla Finance Ltd.and ONE Bank Ltd respectively. They are as follows:

Name of Institutions

Facility Type

Lease Amount (BDT)

Rate of Interest

(%)

Sanction Date

Monthly Installment

(BDT)

Lease Period

(monthly basis)

Date of Expiry

Outstanding Balance as

on Dec. 31,

2012 (BDT)

ONE Bank Ltd.

Sale and Lease Back

5,00,00,000 17% 31.03.2013 16,25,000 48 31.03.2017 52,173,237

Lanka Bangla Finance Limited

Car Lease Facility

2,500,000 19% 5.02.2013 64,852 60 5.02.2018 2,390,448

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12 Ownership of the Companies Securities

12.1 Shareholding Structure aamra networks limited is a public limited company by shares. The total invested capital by the

sponsors’ amounts to BDT 260,000,000 as Paid up Capital consisting of 26,000,000 shares at par

value of BDT 10 each. It’s authorized Share Capital is BDT 1,000,000,000 as per the half yearly

audited report dated June 30, 2013.

12.2 Existing Shareholding:

Shareholders No. of Shares

Face Value

Taka Percentage of

Shares

aamra holdings ltd 12,600,000 10 126,000,000 48.46%

aamra resources ltd 4,522,030 10 45,220,300 17.39%

Augere Holdings (Netherlands) B.V 8,477,970 10 84,779,700 32.61%

Syed Faruque Ahmed 100,000 10 1,000,000 0.38%

Syed Farhad Ahmed 100,000 10 1,000,000 0.38%

SyedaMunia Ahmed 100,000 10 1,000,000 0.38%

Fahmida Ahmed 100,000 10 1,000,000 0.38%

Total 26,000,000 - 260,000,000 100%

12.3 Share Holding after Private Placement:

Shareholders No. of Shares

Face Value

Taka Percentage of

Shares

aamra holdings Ltd 12,600,000 10 126,000,000 33.16%

aamra resources ltd 4,522,030 10 45,220,300 11.90%

Augere Holdings (Netherlands) B.V 8,477,970 10 84,779,700 22.31%

Syed Faruque Ahmed 100,000 10 1,000,000 0.26%

Syed Farhad Ahmed 100,000 10 1,000,000 0.26%

SyedaMunia Ahmed 100,000 10 1,000,000 0.26%

Fahmida Ahmed 100,000 10 1,000,000 0.26%

Private Placement 12,000,000 10 120,000,000 31.58%

Total 38,000,000 - 380,000,000 100%

Page | 52 Information Memorandum – aamra networks limited

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13 Key Risk Factors &Risk Management

The proposed project and existing business of aamra networks limited is exposed to different types of

risks. The sponsors have carried out a careful analysis of the internal/external risks involved and have

identified risk mitigation and risk management strategies. A discussion of key risk factors involved is

given below.

Industry Risk

Liberalization of permission to set up new IT companies by government may result in severe

competition amongst companies’ causes’ reduction of income and profitability of the company.

Management Perception

ANL provides comprehensive IT solutions and services including Systems Integration, Information

Systems Outsourcing, Core Banking Software & Switching Solution supply, 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. ANL 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 our success.

Interest Rate Risk

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.

Management Perception

The Management of the Company is always aware of interest rate. If the interest rate increases the

cost of credit fund will increase. ANL has always been a cash-rich company and operates with low

dependence on debt. As the company maintains very low debt equity ratio, adverse impact of interest

rate fluctuation is insignificant. Moreover the company is confident of meeting its need for future

expenses from its internal sources. In addition, the company emphasizes on equity based financing to

reduce the dependence on bank borrowings. Therefore the management perceives that the

fluctuation of interest rate would have little impact upon the performance of the company.

ANL is currently carrying both long term and short term loans. All the facilities are subject to revision

with change of interest rates in the market. The exposure will be minimized as ANL plans to retire

some portion of the debt gradually in the following years.

Exchange Rate Risk

Devaluation of local currency against major international currencies i.e. USD, GBP and Euro may

affect company’s income.

Management Perception

Volatility of Taka against USD, GBP and Euro and recent trend of local currency devaluation may

expose foreign currency risk. In such cases, the management of the company is confident to

significantly cushion the foreign currency risk and price escalation risk through forward contracts if it is

justifiable in terms of the cost benefit analysis. The company has been hedging exchange rate risk by

strategic purchases of products of foreign currency.

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Market and technology related Risk

In the global market of 21st century, developed technology, products and services render obsolete the

old service and product strategy. So, the existing organization may not be able to cope up with the

future needs and demands.

Management Perception

The market of IT sector in worldwide is full of risk. As soon as the new technology entered in the

market, the previous products become obsolete. For this ANL always deals with latest technologies

and the market analyzing team of ANL plays vital role in keeping and expand the present market.

Technology related Risk

Technology always plays a vital role for existence of any industrial concern. Innovation of new and

cost effective technology may obsolescence existent technology, which may cause negative impact.

Management Perception

Management of ANL is aware of recent technological developments in the IT sector and keeps their

employees up to date by providing necessary training. Furthermore ANL is marketing latest

technological equipment and also well equipped with latest technology.

Potential or existing government regulations

The company operates under Companies ACT, 1994, taxation policy adopted by NBR, SEC 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.

Management Perception

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 also be helpful for expansion of business of the company.

Potential 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.

Management Perception

The company can prosper in a situation of political stability and a congenial business environment.

Political turmoil and disturbance are bad for the economy and so also for this sector. This is why the

management of the company is always concerned about the prevailing and upcoming further changes

in the global or national policy and shall response appropriately and timely to safeguard its interest.

History of non-operation, if any

Is there any history of the Company to become non-operative?

Management Perception

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 minimum.

Page | 54 Information Memorandum – aamra networks limited

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Operational risk

Shortage of power supply, human resources migration, unavailability or price increase of IT hardware

and software, natural calamities like flood, cyclone, earthquake etc. may disrupt the activities of the

company and can adversely impact on the profitability of the company. The present government has

taken various necessary steps to increase the power supply of the country which will help us to run

the day to day operations smoothly. Apart from this, the company is equipped with alternative

electricity supply such as generator back-up to be operational during power shortage. Highly

competitive compensation as well as benefit package will refrain the employees to leave their

assignments and go for any movement of employees for higher benefit packages.

Management Perception

The location of the company premises is situated on a flood free Zone. The current office and storage

building has strong RCC foundation with pre-fabricated steel structure to withstand wind, storm, heavy

rain etc. with good drainage facilities. The risks from these factors are also covered through adequate

insurance policies.

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14 Related Party Transactions

Name of the company

Total transaction during the year taka

Relationship with company

Relationship with company

Balance as at

30.06.13 taka

Balance as at

31.12.12 taka

Aamra management solutions

574,100 Concern under

common management

Training service and space rent for

training. 166,350 161,750

Aamra management solutions

66,000 Concern under

common management Internet Service Provider. 73,398 Nil

Aamra holdings limited

484,504 Concern under

common management

Internet service, IT Service and

software maintenance. 131,001 91,501

Aamra holdings limited

21,400,000 Concern under

common management

Relationship & management

expenses and Royalty fee Nil Nil

Aamra holdings limited

5,000,000 Concern under

common management Intercompany loan transaction 2,000,000 Nil

Aamra resources limited

192,000 Concern under

common management

Internet service, IT Service and

software maintenance. 200,588 8,588

Aamra embroideries limited

30,000 Concern under

common management

Internet service, IT Service and

software maintenance. 51,900 21,900

Aamra embroideries limited

1,732,000 Concern under

common management Intercompany loan transaction 1,100,000 500,000

Aamra technologies limited

3,039,662 Concern under

common management Intercompany loan transaction Nil 3,039,662

Aamra technologies limited

232,253,795 Concern under

common management IIG bandwidth & Equipment Purchase 920,440 Nil

Aamra technologies limited

8,346,960 Concern under

common management Advance against Purchase 7,685,000 Nil

Aamra technologies limited

6,784,073 Concern under

common management

Internet service, IT Service and

software maintenance. Nil 2,362,825

Ace it networks limited

3,585,014 Concern under

Subsidiary Company

Internet service, IT Service, software,

office rent and utilities. 1,063,838 Nil

Aamra outsourcing limited

12,559,898 Concern under

common management Intercompany loan transaction Nil 4,364,927

Aamra infotainment limited

2,479,767 Concern under

common management

Office rent, utilities and intercompany

loan 1,855,122 2,786,443

Syed Faruque

Ahmed 2,400,000

Chairman and

shareholder Directors remuneration NIL NIL

Syed Farhad

Ahmed 2,400,000

Managing Director and

shareholder Directors remuneration NIL NIL

Page | 56 Information Memorandum – aamra networks limited

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15 Allotment of Shares

Auditor’s Certificate regarding any allotment of shares to the

directors and the subscriber to the Memorandum of Association and

Article of Association for any consideration otherwise than for cash

After due verification, we certify that the paid-up capital of aamra networks limited as of June 30, 2013

was Taka 260,000,000 divided into 26,000,000 Ordinary shares of Taka 10/- each, made up as

follows :

Particulars of allotment Date of

Allotment

Number of shares issued

Amount of

share capital

(Taka)

Consideration

in Cash

Consideration

other than

Cash

First (Subscription to the

Memorandum & Articles of

Association at the time of

incorporation)

10th

January

2001 5,400,000 - 54,000,000

Second Allotment (Bonus Issue) 5

th June

2013 20,600,000 206,000,000

Total 260,000,000

This is also certified that the amounts shown against paid-up capital as cash consideration was

deposited in the company’s bank account.

The Company, however, has sub-divided the face value of its ordinary share from Taka 100/- to Taka

10/- by passing a special resolution in its extraordinary general meeting held on 5th June 2013 and

necessary amendments in the capital clause of the Memorandum and Articles of Association were

made accordingly. Hence, the paid up capital of the Company comes to Taka 260,000,000 divided

into 26,000,000 ordinary shares of Taka 10/- each. However the number of shares shown in the

above table has been considered at Taka 10/- each.

Dhaka, Sd/-

Date: September 25, 2013 KM Hasan & Co.

Chartered Accountants

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16 Determination of Offer Price The offering price has been set in accordance with the provision of the Securities and Exchange Commission (Public issue), 2006.

Valuation under Different Methods Price in BDT

NAV per Share 12.30

Earnings Based Value Per Share 34.96

Average Market Price Per Share 25.03

Valuation Based of Market P/E 73.60

Valuation Based on P/NAV ratio 48.70

Based on the valuation mentioned above, aamra Networks Limited is offering 12,000,000 ordinary shares of BDT 10/- each to the general public through private placement.

METHOD 1: VALUATION BASED ON NET ASSET VALUE (NAV) PER SHARE

Particulars Amount (in Taka)

Share Capital 260,000,000

Retained Earnings 59,818,056

Total Shareholders' Equity 319,818,056

Number of Ordinary Shares 26,000,000

Net Asset Value (NAV) per share without Considering Revaluation Surplus 12.30

METHOD 2: HISTORICAL EARNINGS BASED VALUE PER SHARE BASED ON WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

Year (Ended on December 31)

Number of Shares Weight of Total

Number of Shares

Net Profit After Tax

(BDT)

Weighted Net Profit After Tax

(BDT)

2008 5,400,000 0.1134 5,156,055 1,031,211

2009 5,400,000 0.1134 24,811,576 4,962,315

2010 5,400,000 0.1134 51,861,653 10,372,331

2011 5,400,000 0.1134 58,163,152 11,632,630

2012 5,400,000 0.5462 80,545,174 16,109,035

Total 27,000,000 1.0000 220,537,610 44,107,522

No. of Shares before IPO* 26,000,000

EPS based on Weighted Average of Net Profit After Tax 2.30

Market Earnings Multiple (DSE Monthly Review, August-2013) 15.18

Price per share (BDT) 34.96

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Method 3: Valuation based on Average Market Price per Share of Similar Stocks

Closing Price as on

Closing Price (BDT) of

Last One Year

Information

Services Network BDCOM Online

In tech

Online

Agni

Systems

September 21.9 26.2 21.1 35.5

October 19.6 27 21.8 33.7

November 17.3 20.3 20 25.5

December 16.4 19.1 17.7 23.9

January 18.4 21.5 21.6 25.6

February 17.3 21.5 19.2 23.7

March 15 17.4 17.8 21

April 14.1 16.6 14.5 19.6

May 15.8 22 17.6 23.7

June 14 20.9 15.7 23.1

July 13.3 20.1 12.7 21.5

August 13.4 22.8 14.5 23.6

Average Closing

Price (BDT) 16.38 21.28 17.85 25.03

Method 3 (A): Valuation with reference to the P/E ratio of similar stocks

Name of the Peer Companies

Average Closing Price (BDT) of Last

One Year

EPS (BDT) as on August,

2013 P/E Ratio

(i) (ii) (i)/(ii)

Information Services Network 16.38 0.27 60.65

BDCOM Online 21.28 1 21.28

In Tech Online 17.85 0.94 18.99

Agni Systems 25.03 0.93 26.92

Average P/E Ratio 31.96

Diluted EPS (BDT) based on Weighted Average Net

Profit After Tax of The aamra networks limited

2.30

Price per share (BDT) based on P/E ratio of similar

stocks

(2.3 × 31.96) 73.60

Method 3 (B): Valuation with reference to the P/NAV ratio of similar stocks

Name of the Peer Companies Average Closing Price (BDT) of Last One Year

NAV (BDT) as on August,

2013

P/NAV Ratio

(i) (ii) (i)/(ii)

Information Services Network 16.38 17.32 0.95

BDCOM Online 21.28 14.91 1.43

In Tech Online 17.85 10.08 1.77

Agni Systems 25.03 15.34 1.63

Average P/NAV Ratio 1.44

Net Asset Value per Share (BDT) of aamra Networks Limited

33.73

Price per share (BDT) based on P/NAV ratio of similar stocks

(33.73 × 1.44) 48.70

Page | 59 Information Memorandum – aamra networks limited

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17 Use of Proceeds

17.1 Project Costs and Financing Means Breakdown of sources of fund and utilization of fund are as follows A. Private Placement (12,000,000 shares @ BDT 10/- each) The Company has a plan to raise approximately BDT 480 million by issuing these 12,000,000 million ordinary shares.

Sl. No. Particulars Amount in Tk.

Source of fund

1 Private Placement 120,000,000

(12,000,000 Share @ Tk 10 Each)

2 Premium for private placement 360,000,000

(12,000,000 Share @ Tk30 Each)

Sub Total 480,000,000

B Utilization of Fund

1 Loan Refund Including Interest 156,000,000

2 Land development 32,500,000

3 Repayment of lease finance ( In process for existing infrastructure development)

40,000,000

4 Cost of Private Placement 15,000,000

5 Initial investment for IT intelligent building 236,500,000

Total: 480,000,000

17.2 Capacity Enhancement Plan

17.2.1 New Revenue Wings - Collocation/Data Center Facilities

With the phenomenal increase in the use of Information Technology, telecommunication and the

Internet, putting it all together to deliver seamless solutions has become a priority. aamra networks

limited’s (ANL) dedication to a holistic approach to data technology is reflected in the various business

solutions that it offers to face the challenges of the fast changing business environment in this e-age.

As the leading IT Infrastructure and Application Service Provider, ANL is recognized as a pioneer in

the development of Value Based Services in Bangladesh to push forward the frontiers of broadband

technology relentlessly. In keeping with its drive towards total integration, ANL introduces telco-class

internet Data Centers Solutions.

Features:

The most advanced, scalable and reliable

network architecture available

Raised floor climate controlled

environments

Enterprise Level Environment

Management System

Closed circuit video surveillance

Security personnel

On-line power back-up system (batteries

and diesel generators)

24x7 network monitoring

Knowledgeable on site engineers

Redundant Internet connections

Service Offerings

ANL provides the core data center infrastructure and services to maintain industry-class facilities and

support for our Collocation customers. In addition, ANL’s Managed Collocation offerings allow

customers to select the independent services required to support their critical applications —

everything from managed Internet access and data backup, such as usage based tape and SAN

services, to security services ranging from firewall and intrusion prevention to advanced offerings

such as two-factor authentication and content filtering.

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Service Description

Rack Space or

Collocation

Provides physical space, partial or full rack space, power, and network capabilities in

professionally-designed facilities offering reliability and security. Dedicated space in multi-

tenant facility offers the potential for lower costs and higher quality. It can serve as the

primary production location, or as a secondary data center for backup and recovery or testing

and development and offers a lower-cost option for data center expansion or consolidation.

Managed

Collocation

Provides IT staffing for 24/7 support, monitoring, and management of customer-owned

equipment in leased space. Managed services can include backup, storage, and security,

often backed by service level agreement (SLA) for information availability

Server

Management

Services

Support across a wide range of operating systems including AIX, OS/400, HP/UX, Linux (Red

Hat), Microsoft Windows and Solaris

Network

Services

Ranging from LAN and WAN management, Internet access services, remote infrastructure

management, dedicated transport, and load balancing services

Monitoring &

Reporting

Services

Monitoring and reporting of Critical infrastructure supporting the application including server

performance and network operations

Storage

Services

Data backup services and SAN services to support storage and information backup, as well

as data protection and compliance requirements

Security

Services

Customized security solutions including IDS/IPS, firewall & VPN support, secure remote

access, and advanced solutions based on compliance or industry requirements

17.2.2 New Revenue Wings - Intelligent Buildings

Intelligent Buildings: The Power of Intelligence

Leverages the power of building automation and IP connectivity to monitor, control, rectify and

repair equipment/systems remotely over the Internet/intranet/private networks.

Allows the customer to view real-time operations and gives early warnings and signals that

equipment/systems are about to experience a problem/error.

Provides a comprehensive view into all assets to optimize their functions effectively, enhances

performance efficiencies, reduce costs and generates maximum value from respective

deployments.

An Opportunity to Save

This is the power to gain intelligence through building automation which translates into one very

important benefit: savings.By integrating and automating the control of all the systems in any building,

or even just the mechanical systems, one can reduce design and building costs, lower energy costs,

and increase system efficiency and tenant satisfaction. It also extends the life of the building and

decreases possible emergency costs. This is all achieved by measuring, monitoring and maintaining

the entire building systems through one integrated and intelligent solution.Furthermore, intelligent

buildings are inherently green. At the heart of the most environmentally sound buildings is a smart

infrastructure that commands and controls consumption of resources. Again, this all adds up to cost

savings. Better still, it’s measurable and verifiable. When the building is intelligent, savings in two

critical areas: energy and capital, can be clearly identified.

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Smart Systems. Brilliant Results.

When the building is intelligent, it drives cost out of business and increases efficiencies. It also enhances operational capacities and abilities for both owners and property managers, which include: Less system downtime

Intelligent energy consumption decisions

through metering

Manage one or many systems virtually from

anywhere in the world

Create platform for future additions

Wired and wireless operation

Increase security, including anti-terrorism

Enhance tenant services

Build for the future today

Optimize and integrate legacy systems

A modern building typically has about 30 discrete subsystems including lighting, power, video

surveillance, telephone, Internet, intercom, temperature and humidity control and ventilation. In

contrast to traditional buildings, where each system requires its own network using propriety

protocols, in the IT Intelligent building virtually all systems run over the converged IP network. The

exception is fire protection, which by law, has to run over a separate system.

The network can be thought of in four modules:

LAN: This is the building’s nerve system across which the subsystems run and are monitored and

managed, day and night, from a central control room. The LAN also supports TV, voice, data, and

messaging services throughout the building, in addition to images from IP video surveillance

cameras.

Internet: Secure Internet access is available to all tenants, typically at speeds of 50 to100 Mbps.

IP telephony: Cisco Unified Communications Manager (Call Manager) provides advanced voice

and messaging facilities throughout IT Intelligent building.

Wireless: This provides tenants with complete flexibility within the building about where they

access network services. IT Intelligent building personnel can also communicate wherever they

are over wireless phones.

IT Intelligent building having a converged network which reduce capital cost by 20 to 25 percent which

is typically required to build discrete networks for the various subsystems and services. It has also led

to a 30 percent reduction of operating costs, including spending 40 percent less on power.

Technology has also revolutionized security. Images from 300 IP video cameras are relayed to the

central control room. Even the garages are fully monitored, with number plate recognition technology

used to restrict access to authorized vehicles. At reception, visitors are given a smart card that

enables them to access only those parts of the building that their host has 'authorized.' The building’s

security system can be programmed to even monitor independent security system of each office unit.

IT Intelligent building incorporates an advanced water and air temperature control system. Tenants

set the in-room temperature, which is then achieved and maintained through a central computer

system, with over 1000 sensors, running sophisticated algorithms that continually respond to changes

in the weather. A small roof-top weather station enables changes to be anticipated, for example, by

raising exterior shutters to reflect or retain heat.

Better energy management enables the building to benefit from the best possible energy tariffs. A

central touch screen, video-based console, which can, of course, be remotely controlled, enables

temperature, lighting, and security levels to be set room by room. Wireless connectivity does not just

mean being able to access the Internet from a laptop. People can operate office unit systems via their

mobile phones, for example, to turn on the cooling. Tenants also benefit from advanced IP-based

telephony (fixed or wireless), high-speed Internet access. The unique range of features and facilities

offered by IT Intelligent building means that aamra may be in a position to charge a 50 percent plus

premium, compared to other prestigious developments in the city. The company is confident that the

entire building can be occupied by its existing clients who are with them for a long period of time, and

therefore not much effort will be required in identifying potential tenants.

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Furthermore, “Revenue from Rental” should be considered as only 50-60% of total revenue from the

building, which means 40-50% revenue can be generated through VAS, Managed Services and

Outsourcing opportunities.

17.2.3 New Revenue Wings – Office Suite

This is a ready office which is fully staffed and equipped to provide flexibility and are able to adapt to

office space requirements and business needs.

aamra networks limited (ANL) offers Virtual Office Suite which is a complete office solution, offering

private and shared furnished offices. This rented office includes Internet access, phone and voice mail

services, and access to meeting rooms. The friendly and professional staffs are always ready to greet

the guests with tea and a smile. It also provides clerical support and makes available the business

services that will allow anyone to devote all the time and attention to the business.There will be

numerous facilities available to support a growing business. The shared office staffs and classy,

affordable virtual office suite will be ready to be offered in lease terms.

Intelligent Office will give a customer’s business a desirable and virtual business address. This virtual

business address will reflect customer’s company name. It is a smart, affordable way to establish a

business' presence in another country/city. Offsite project teams, mobile consultants, and businesses

that need professional and flexible shared offices for a short time or long-term basis will find that this

suite’s business addresses meet their office space needs, precisely.

Professional & Flexible Office Space for Rent

The commercial office space is located at the 18th Floor of FaruqueRupayan Tower (FR Tower), 32

Kemal Ataturk Avenue, Banani C/A Dhaka-1213 Our office suite includes:

24/7 access to your shared office

Broadband Internet featuring both wired and Wi-Fi Internet access

Standard office furniture

Full-feature telephone handset with hands-free speaker

Printer Machines and Photocopiers

Incoming correspondence is received and personally delivered directly to client’s suite, and

outgoing mail is posted daily. Mail forwarding services are available to any address.

Sophisticated Boardrooms and Conference Rooms

There will be appropriate sized conference room with luxurious sitting arrangements of 10-12 people,

LCD television, wireless projector, and white board along with professionally equipped furniture.

Key Features

Lease minimum for 7 days or longer

Remote receptionists provide administrative & secretarial support.

Access in virtual office 24/7

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17.2.4 New Revenue Wings – NTTN Operations

One of the main hurdles for all Telecommunications and IT service providers in Bangladesh is lack of

proper network infrastructure. Due to lack of network coverage, existing ISPs are unable to provide

connectivity services outside Dhaka and Chittagong. Even in Dhaka and Chittagong, service

providers have to rely mostly on overhead cables that frequently gets cut or disrupted due to natural

calamities. BTRC, in 2009 issued multiple licenses for NTTN operations in Bangladesh. Fiber@home

and Summit Communications are the first two companies who have started rolling out underground

cabling through their NTTN licenses. In the last 3 years only 50% of Dhaka and 25% of Chittagong

have received underground cabling facilities. In this light, aamra networks limited wishes to acquire

NTTN license from BTRC and start offering underground cabling facilities to its customers. In this

project, ANL will lease out already laid nationwide network of City Cell for a period of 15 years. ANL

has over 900 customers who will directly and immediately be connected through this expanded

network coverage system. Additionally, ANL will resale the network facility to other interested parties

(service providers) and corporate entities who require intercompany connectivity in multiple locations

throughout the country. Currently, ANL leases around monthly BDT 1.5 million worth of network

connectivity from the NTTN and Telco service providers. By taking in the license and starting this

operation, ANL will save 90% of this monthly expenditure and by selling remaining capacity make

additional revenue.

Once the ANL NTTN operation is completely set up in the country, it will be providing a very high-

speed broadband internet service to the people and is likely to open up many possibilities and

services like Telecommunication operators, ISPs, cable TV operators. Presently Bangladesh lacks a

nationwide network infrastructure for common use by operators. Without infrastructure development, it

is very difficult to make information technology available to the doorsteps of the rural people. If ANL

can spread infrastructure facilities across the country implementation of e-governance will be easier.

With the completion of NTTN, rural people will get the telecommunication and internet network

facilities to a greater extent. It will stretch optical fiber network across the country through NTTN and

gradually help remove the use of overhead cables in the cities and towns. As a result, separate

network for each service provider will not be required. For this, operation and maintenance cost will

come down significantly, which ultimately benefits the customers.

Page | 64 Information Memorandum – aamra networks limited

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17.3 Implementation Schedule of Private Placement Fund

Particulars Amount In taka

Implementation Month

Implementation period

A. Debt reduction

Loan from ONE Bank 156,000,000 December 13

Repayment of lease finance ( in process

for existing infrastructure development) 40,000,000 December 13

B. Investment

Land development 32,500,000 January’14 January- April’14

It intelligent building construction 236,500,000 May’14 May ‘14 – December’17

C. Expenses related to raising capital

equity 15,000,000 December 13

TOTAL 480,000,000

18 Rationale behind investments

18.1 Financial Considerations Key financial considerations related to proposed Private Equity investment are given below:

This proposal involves Private Placement of Equity representing 31.58% stake in aamra networks

limited at an investment of BDT 480.00 Million. The proposed equity offering provides an

attractive upside potential for prospective investors upon successful implementation of the

proposed business plan. The Company has a plan to go for IPO within one year time after

completion of “Raising Additional Capital “through Private Placement.

18.2 Non-Financial Considerations Key qualitative aspects related to proposed Private Equity investment are highlighted below.

The potential investors

would be given a reasonable representation in the board depending on the ownership stake in

ANL

can conduct their own due diligence with regard to legal, regulatory, accounting and business

aspects of ANL

and present shareholders would execute a share subscription agreement and/or shareholder

agreement as the case may be prior to the investment

18.3 Exit Strategy

IPO: The most feasible and attractive exit option for potential Private Equity investor(s) especially

given the liquidity and attractive valuations in the market. The supplies of quality stocks are still very

low and thus there is a huge price appreciation potential in the secondary market. The majority IPOs

are oversubscribed multiple times and investor base is rapidly expanding. However, IPO itself is not

an exit for prospective investor(s) since present SEC regulations allow only offer for subscription in

the IPO. Therefore, prospective investors would have to divest in the secondary market subject to

lock-in provisions mentioned in Section 12.5 (vi) below.

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The probable timeframe for the IPO can be mutually agreed between ANL/present shareholders and

potential private equity investors. Based on projected financial statements ANL has a plan to go for

IPO within the one year time after completion of “Raising Additional Capital “through Private

Placement.

18.4 Investment Structuring The Private Equity investment can be structured to meet the unique requirements of prospective

investors. Following broad structures are available for consideration.

Entire investment in ordinary shares

This option is more appropriate for Private Equity investors who have a long term investment horizon

of 4-7 years. This option gives the full equity exposure and hence huge upside potential in terms of

capital gains.

18.5 Regulatory Framework The basic policy framework for foreign investment is provided below.

i. As per the regulations of Securities and Exchange Commission (SEC), issue of capital over

BDT 100 Million requires the consent of commission. ANL would seek the consent of SEC for

the proposed issue of capital upon reaching in principle agreement with potential Private

Equity investor(s)

ii. The foreign investment (promotion & protection) Act, 1980 guarantees protection to foreign

investment against nationalization and also guarantees equitable treatment.

iii. Foreign investors can obtain up to 100% equity stake in any industry except defence, atomic,

reserve forestry, atomic energy and currency printing and minting.

iv. Foreign investors are allowed to repatriate invested capital, profits and dividends

v. Avoidance of double taxation in case of foreign investors on the basis of bilateral agreements.

Agreements have been reached with Belgium, Canada, China, Denmark, France, Germany,

India, Italy, Japan, Poland, Romania, Singapore, South Korea, Sri Lanka, Sweden, Thailand,

The Netherlands, and United Kingdom (including Northern Ireland). Negotiations are ongoing

with U.S.A, Iran, Philippines, Qatar, Australia, Nepal, Turkey, Indonesia, Cyprus, Norway,

Finland and Spain.

vi. All shareholders of a Company at the time of IPO are subject to a lock in period of one year.

The Directors and shareholders with an ownership stake of over 5% are subject to a lock-in

period of three years.

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19 Historical Financial Performance

19.1.1 Revenue Trend

Figure 19-1: Historical Revenue Trend

19.1.2 Gross Profit Trend

Figure 19-2: Gross Profit Trend

1 2 3 4 5

Year 2008 2009 2010 2011 2012

Revenue 172,905,580 203,612,539 270,494,890 336,594,140 414,952,807

0

50000000

100000000

150000000

200000000

250000000

300000000

350000000

400000000

450000000

Axi

s Ti

tle

Revenue

1 2 3 4 5

Year 2008 2009 2010 2011 2012

Gross Profit 44,340,948 66,810,613 102,363,782 132,556,957 175,683,502

0

50000000

100000000

150000000

200000000

Gross Profit

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19.1.3 Net Profit Trend

Figure 19-3: Net Profit Trend

19.1.4 Fixed Asset Addition

Figure 19-4: Fixed Asset Addition Trend

19.1.5 Ratios

2012 2011 2010 2009 2008

Net Profit after Tax 74,939,464 58,029,466 51,861,653 24,811,576 5,156,055

Number of Share 540,000 540,000 540,000 540,000 540,000

Ratio Analysis

Gross Profit Ratio 42% 39% 38% 33% 26%

Net Profit Ratio 18% 17% 19% 12% 3%

Current ratio(X:1) 3.9 3.0 2.4 1.5 1.0

Quick ratio 3.2 2.8 2.3 1.4 0.9

Debt to Equity ratio 0.15 0.18 0.23 0.31 0.48

Return on equity 27.47 29.33 37.09 28.20 8.16

Return on investment 23.80 24.77 30.23 21.46 5.5

EPS 138.78 107.46 96.04 45.95 9.55

Net assets per share 505.19 366.41 258.95 162.91 116.96

1 2 3 4 5

Year 2008 2009 2010 2011 2012

Net Profit after Tax 5,156,055 24,811,576 51,861,653 58,029,466 74,939,464

0

10000000

20000000

30000000

40000000

50000000

60000000

70000000

80000000

Net Profit

1 2 3 4 5

Year 2008 2009 2010 2011 2012

Fixed Asset Addition 33,896,059 27,551,140 17,445,960 41,917,871 58,068,698

0

10000000

20000000

30000000

40000000

50000000

60000000

70000000

Fixed Asset Addition

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20 Audited Financial Statements

19.1 AUDITORS' REPORTTO THE SHAREHOLDERS OF

aamra networks limited

We have audited the accompanying consolidated financial statements ofaamra networks limited, which comprise the statement of financial position as at 30 June 2013, the statement of comprehensive income, statement of change in equity and statement of cash flows for half year then ended and a summary of significant accounting policies, other explanatory notes and information.

Management's Responsibility for the Financial Statements Management of aamra networks limited is responsible for the preparation and fair presentation of

these consolidated financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), 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. Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Auditors' Opinion

In our opinion, the consolidated financial statements, prepared in accordance with Bangladesh Financial Reporting Standards (BFRS), give a true and fair view of the company's financial position as on 30 June 2013, and of the result of its operations and cash flows for the half year then ended and comply with the Companies Act, 1994 and other applicable laws and regulations.

We also report that: (a) we have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit and made due verification thereof;

(b) in our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books; and

(c) the company's consolidated statement of financial position and consolidated statement of comprehensive income dealt with by the report are in agreement with the books of account.

Dated, Dhaka

Sd/-

K. M. HASAN & CO 22 September 2013

Chartered Accountants

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aamra networks limited CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at June 30, 2013

June 30, 2013

Dec'31, 2012 ASSETS:

Notes

Taka

Taka

Non-current assets

Property, Plant & Equipment

4(a)

347,720,425

130,728,367

Investment

5(a)

-

22,998,804

Current assets:

Inventories

6(a)

28,527,176

30,914,181 Accounts Receivables and Others

7(a)

65,125,314

60,512,826

Advances, Deposits & Prepayments

8(a)

45,390,901

50,553,499 Inter Company Current Account

9(a)

4,955,122

10,691,033

Cash & Cash Equivalents

10(a)

27,762,445

17,297,996

171,760,958

169,969,535

Total Assets

519,481,383

323,696,706

EQUITY AND LIABILITIES

Equity Attributable to Shareholders

Authorized Capital

100,000,000 shares @ Tk. 10 each

1,000,000,000

700,000,000

Issued, Subscribed & Paid up Capital

26,000,000 ordinary shares @ Tk. 10 each 11(a)

260,000,000

54,000,000 Retained Earnings

12(a)

59,818,056

225,334,316

Equity of aamra Networks Ltd.

319,818,056

279,334,316 Non-controlling Interest

77,566

76,091

Total Equity

319,895,622

279,410,407

Non-Current Liabilities

Long-Term Loan

13(a)

101,117,878

-

101,117,878

-

Current Liabilities:

Short Term Loan

14(a)

57,754,431

18,913,869 Liabilities for Expenses

15(a)

7,624,027

5,377,351

Liabilities for Other Finance

16(a)

2,685,677

3,139,121 Accounts Payable & Others

17(a)

16,132,124

5,892,222

Provision for Tax

18(a)

14,271,624

10,963,735

98,467,883

44,286,299

Total Liabilities

199,585,761

44,286,299

Total Equities and Liabilities

519,481,383

323,696,706

The annexed notes form an integral part of these financial statements

Sd/- Sd/-

Sd/-

Company Secretary

Managing Director

Chairman

Signed in terms of our report of even date annexed.

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013

Chartered Accountants

Page | 70 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the half year ended 30 June 2013

01-01-2013 to

01-01-2012

to

30-06-2013

30-06-2012

Notes

Taka

Taka

Revenue

19(a)

227,092,672

213,812,184

Less: Cost of Service

20(a)

125,300,088

126,947,127

Gross Profit

101,792,584

86,865,057

Less: Administrative Expenses

21(a)

53,049,123

42,089,998

Operating Profit

48,743,461

44,775,059

Add: Other Income

22(a)

441,410

511,948

49,184,871

45,287,007

Less : Loss on sales of shares & Securities

560,164

-

Profit before Interest and Tax

48,624,707

45,287,007

Less : Finance Cost

23(a)

4,831,602

1,498,995

Total comprehensive Income Before Tax

43,793,105

43,788,012

Less :Provision for Tax

24(a)

3,307,889

2,670,600

Total comprehensive Income After Tax

40,485,215

41,117,411

Appropriations:

Attributable to the Shareholder of the aamra Networks Ltd

40,483,740

41,115,936

Non-Controlling Interest

1,475

1,475

Accumulated profit transferred to retained earnings

40,485,215

41,117,411

Earnings Per Share of Tk. 10 each

26(a)

1.56

7.61

Earnings Per Share Re-stated

-

1.58

The annexed notes form an integral part of these financial statements

Sd/- Sd/-

Sd/-

Company Secretary Managing Director

Chairman

Signed in terms of our report of even date annexed.

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013

Chartered Accountants

Page | 71 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half year ended 30 June 2013

Amount in Taka

Particulars

Attributable to the Shareholder of the aamra Networks Ltd Non-

Controlling Interest

Total

Ordinary Share Capital

Retained Earnings Total

Balance at 01 January 2012 54,000,000 143,861,739 197,861,739 74,617

197,936,356

Stoke dividend issued - - - - -

Profit during the period - 81,472,577 81,472,577 1,474

81,474,051

Balance as at 31 December 2012 54,000,000 225,334,316 279,334,316 76,091

279,410,407

Balance at 01 January 2013 54,000,000 225,334,316 279,334,316 76,091

279,410,407

Stoke dividend issued 206,000,000 (206,000,000) - - -

Profit during the period - 40,483,740 40,483,740 1,475

40,485,215

Balance at 30 June 2013 260,000,000 59,818,056 319,818,056 77,566

319,895,622

Sd/-

Sd/-

Sd/-

Company Secretary

Managing Director

Chairman

Signed in terms of our report even date annexed.

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013 Chartered Accountants

Page | 72 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited

CONSOLIDATE STATEMENT OF CASH FLOWS

For the half year ended 30 June 2013

01-01-2013 to

01-01-2012 to

30-06-2013

30-06-2012

Taka

Taka

A. Cash flow from operating activities

Cash received from customers & other income 224,872,593

191,649,080

Cash paid to suppliers & others

(59,983,187)

(138,592,402)

Operating expenses paid

(41,749,622)

(45,322,666)

Finance Cost

(4,831,602)

(1,498,995)

Income Tax Paid

-

(4,545,944)

Net cash provided by/(Used in) operating activities 118,308,183

6,235,017

B. Cash flow from investing activities

Acquisition of fixed assets

(231,960,415)

(24,564,349)

Disposal of shares

22,998,804

-

Net cash used in investing activities

(208,961,611)

(24,564,349)

C. Cash flow from financing activities

Long-Term Loan

101,117,878

-

Net cash provided by/(Used in) financing activities 101,117,878

-

D. Net cash increase/ (decrease) (A+B+C)

10,464,450

(18,329,333)

Cash & cash equivalent at the beginning of the period 17,297,996

44,091,896

Cash & cash equivalent at the end of the period 27,762,446

25,762,563

The annexed notes form an integral part of these financial statements

Sd/-

Sd/-

Sd/-

Company Secretary Managing Director

Chairman

Signed in terms of our report of even date annexed.

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013

Chartered Accountants

Page | 73 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited STATEMENT OF FINANCIAL POSITION

As at June 30, 2013

June 30, 2013

Dec'31, 2012

ASSETS:

Notes

Taka

Taka

Non-current assets

Property, Plant & Equipment

4

342,867,812

127,097,829

Investment :

5

999,900

23,998,704

Current assets:

Inventories

6

28,159,796

30,914,181

Accounts Receivables and Others

7

63,428,377

58,198,936 Advances, Deposits & Prepayments

8

43,168,766

48,012,902

Inter Company Current Account

9

6,018,960

10,691,033 Cash & Cash Equivalents

10

26,023,187

15,966,250

166,799,086

163,783,302

Total Assets

510,666,798

314,879,835

EQUITY AND LIABILITIES

Equity Attributable to Shareholders

Authorized Capital

100,000,000 shares @ Tk. 10 each

1,000,000,000

200,000,000

Issued, Subscribed & Paid up Capital

26,000,000 ordinary shares @ Tk. 10 each 11

260,000,000

54,000,000

Retained Earnings

12

53,138,942

218,801,203

Total Equity

313,138,942

272,801,203

Non-Current Liabilities

Long-Term Loan

13

101,117,878

-

101,117,878

-

Current Liabilities:

Short Term Loan

14

57,754,431

18,913,869

Liabilities for Expenses

15

7,094,430

4,807,254 Liabilities for Other Finance

16

2,599,638

2,880,563

Accounts Payable & Others

17

16,132,124

5,892,222 Provision for Tax

18

12,829,355

9,584,723

96,409,978

42,078,632

Total Liabilities

197,527,856

42,078,632

Total Equities and Liabilities

510,666,798

314,879,835

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

Sd/-

Sd/-

Sd/-

Company Secretary Managing Director

Chairman

Signed in terms of our report of even date annexed.

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013

Chartered Accountants

Page | 74 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited

STATEMENT OF COMPREHENSIVE INCOME

For the half year ended 30 June 2013

01-01-2013 to

01-01-2012 to

30-06-2013

30-06-2012

Notes

Taka

Taka

Revenue

19

222,582,366

207,024,629

Less: Cost of Service

20

122,376,259

121,692,096

Gross Profit

100,206,107

85,332,533

GP %

45.02%

41.22%

Less: Administrative Expenses

21

51,836,876

40,775,662

Operating Profit

48,369,231

44,556,871

Add: Other Income

22

604,906

487,310

48,974,137

45,044,181

Less : Loss on sales of shares & Securities

560,164

-

Profit before Interest and Tax

48,413,973

45,044,181

Less : Finance Cost

23

4,831,602

1,498,995

Net Profit Before Tax

43,582,371

43,545,186

Less :Provision for Tax

24

3,244,632

2,613,070

Net Profit After Tax

40,337,739

40,932,115

#REF!

#REF!

Earnings Per Share of Tk. 10 each

26

1.55

7.58

Earnings Per Share Re-stated

-

1.57

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

Sd/-

Sd/-

Sd/-

Company Secretary Managing Director

Chairman

Signed in terms of our report of even date annexed.

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013

Chartered Accountants

Page | 75 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited STATEMENT OF CHANGES IN EQUITY

For the half year ended 30 June 2013

Amount in Taka

Particulars Ordinary Share

Capital Retained Earnings

Total

Balance at 01 January 2012 54,000,000

143,861,739

197,861,739

Stoke dividend issued - - -

Profit during the period -

74,939,464

74,939,464

Balance as at 31 December 2012

54,000,000

218,801,203

272,801,203

Balance at 01 January 2013 54,000,000

218,801,203

272,801,203

Stoke dividend issued 206,000,000

(206,000,000) -

Profit during the period -

40,337,739

40,337,739

Balance as at 30 June 2013 260,000,000

53,138,942

313,138,942

Sd/- Sd/-

Sd/-

Company Secretary Managing

Director

Chairman

Sd/-

K. M. HASAN & CO

Chartered Accountants

Signed in terms of our report even date annexed.

Page | 76 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited

STATEMENT OF CASH FLOWS

For the half year ended 30 June 2013

01-01-2013 to

01-01-2012 to

30-06-2013

30-06-2012

Taka

Taka

A. Cash flow from operating activities

Cash received from customers & other income 217,957,831

185,399,435

Cash paid to suppliers & others

(56,266,251)

(133,755,596)

Operating expenses paid

(40,499,205)

(43,596,242)

Finance Cost

(4,831,602)

(1,498,995)

Income Tax Paid

-

(4,545,944)

Net cash provided by/(Used in) operating activities 116,360,773

2,002,658

B. Cash flow from investing activities

Acquisition of fixed assets

(230,420,518)

(24,360,569)

Disposal of shares

22,998,804

-

Net cash used in investing activities

(207,421,714)

(24,360,569)

C. Cash flow from financing activities

Long-Term Loan

101,117,878

-

Net cash provided by/(Used in) financing activities 101,117,878

-

D. Net cash increase/ (decrease) (A+B+C) 10,056,937

(22,357,912)

Cash & cash equivalent at the beginning of the period 15,966,250

41,558,464

Cash & cash equivalent at the end of the period 26,023,187

19,200,552

Sd/- Sd/-

Sd/-

Company Secretary Managing Director

Chairman

Signed in terms of our report even date annexed

Dated, Dhaka

Sd/- K. M. HASAN & CO

22 September 2013 Chartered Accountants

Page | 77 Information Memorandum – aamra networks limited

aamra.com.bd

aamra networks limited NOTES TO THE FINANCIAL STATEMENTS

For the half year ended 30 June 2013

1.

ABOUT THE ORGANIZATION

aamra networks limited (formerly Global Online Services Limited) was incorporated in Bangladesh under The Companies Act, 1994 on 10 January 2001 vide registered No. C - 42228(1587)/2001 as a private limited company. The company was converted in to a public company limited by share on May 08, 2013 under The Companies Act 1994.

Over the last decade, aamra networks limited has been consistently providing its customers with state-of-the-art IT communication solutions and services, which includes Internet Access, Web Page Development and Hosting, Leased Port Internet Access ,Total Network Solutions, Video Conferencing Solutions, various IT enable Support, Software Development and Maintenance Services etc. The registered office of the company is situated at Sapura Tower (12th floor), 20 Kendal Ataturk Avenue, Banana C/A, Dhaka - 1213.

2. SIGNIFICANT ACCOUNTING POLICIES 2.a Basis of preparation of Financial Statements These financial statements of aamra networks limited and its subsidiaries have been prepared

on a going concern basis under historical cost convention in accordance with Bangladesh Accounting Standards (BAS) as adopted laid down by the Institute of Chartered Accountants of Bangladesh. The disclosures of information are made in accordance with the requirements of the Companies Act 1994 and the financial statements have been prepared in accordance with BAS-1 (presentation of financial statements) using the accrual basis of accounting. In the preparation of these financial statements, management used available information to make judgments, estimate and assumption that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from those estimate.

2.a Basis of Consolidation

The consolidated financial statements include the financial statements of aamranetworks limited made upto period ended 01 January to 30 June 2013. The consolidated financial statements have been prepared in accordance with Bangladesh Accounting Standards (BAS) - 27: Consolidated financial statements and separate financial statements.

2.1 Property, Plant And Equipment Property, plant and equipment are stated at historical cost less accumulated depreciation in

compliance with the requirements of BAS 16: "Property, Plant and Equipment". The cost of acquisition of an asset comprises its purchase price and any directly attributable cost of bringing the assets to its working condition for its intended use inclusive of inward freight, duties and non-refundable taxes.

Depreciation has been charged to write-off the cost of property, plant & equipment less any residual value, over the period of their expected useful life, in accordance with the Provisions of BAS 16: "Property, Plant and Equipment". Depreciation is provided for the period in use of the assets. Acquisitions during the period are depreciated for full year.Depreciation is charged at the following rates on reducing balance basis:

Items

Rate (%)

Furniture & Fixture

10

Office Equipment

15

Electric Installation

18

Telephone Installation

18

Computer & Comp. Equipment

20

Data Centre

20

Fibre Optic Cable

20

Radio link/infrastructure & Backbone

18

Motor Vehicle

20

Office Decoration

15

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2.2 Components of Financial Statements:

a) Consolidated Statement of Financial Position

b) Consolidated Statement of Comprehensive Income

c) Consolidated Statement of Changes in Equity

d) Consolidated Statement of Cash Flows

e) Statement of Financial Position.

f) Statement of Comprehensive Income.

g) Statement of Cash Flows.

h) Statement of Changes in Equity

i) Accounting policies and explanatory notes.

2.3 Other Regulatory Compliances The Company is also required to comply with the following major legal provisions in addition to

the Companies Act 1994 and other applicable laws and regulations:

The Income Tax Ordinance 1984

The Income Tax Rules 1984

The Value Added Tax Act 1991

The Value Added Tax Rules 1991

The Customs Act 1969

Bangladesh Telecommunication Regulatory Commission Act.

2.4 Valuation of Inventories

Inventories are stated at cost which is lower than net realizable value in compliance with the requirements of paras 21 and 25 of BAS-2 (Inventories).

2.5 Related Party Disclosures The company carried out a number of transactions with related parties in the normal course of

business and on arm's length basis. The information as required by BAS 24: Related party Disclosures have been disclosed in note-26 to the financial statements.

2.6 Cash And Cash Equivalents Cash and cash equivalents include cash in hand and with banks on current and deposit

accounts which are held and available for use by the company without any restriction. There is insignificant risk of change in value of the same.

2.7 Provision For Tax

Provision for tax is made @ 37.5% on estimated taxable income in accordance with Income Tax Act. The Income Tax Assessment of the company for the Assessment Year 2013-2014 is completed.

2.8 Accrued Expenses And Other Payables Liabilities for goods and services received have been accounted for those goods & services for

which no payment has been made. Payables are not interest bearing and are stated at their nominal value.

2.9 Accounts Receivables

Trade and other receivables are recognized at fair value of the consideration given for them.

2.10 Advances, Deposits & Prepayments

Advances are initially measured at cost. After initial recognition, advances are carried at cost less deduction, adjustment or charges to other account heads. Deposits are measured at payment value. Prepayments are initially measured at cost. After initial recognition prepayments are carried at cost less charges to Statement of Comprehensive Income.

2.11 Revenue Recognition In compliance with the requirements of BAS 18: Revenue from receipts from customers against

sales and services are recognized when products and services are provided to customers, that is, when the significant risk and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

2.12 Earnings Per Share (EPS) This has been calculated in compliance with the requirements of BAS 33: Earnings Per Share

by dividing the basic earnings by the number of ordinary shares outstanding at the end of the period.

2.13 Number Of Employees The number of employees engaged for the period who received a total remuneration of Taka

Page | 79 Information Memorandum – aamra networks limited

aamra.com.bd

36,000 and above per year was 185. None of them were receiving below Taka 3,000 per month. The company has not maintained a worker's profit participation fund (WPPF) for the period ended June 30, 2013, as this is a service-based company and employment within the organization do not fall within the definition of "worker" as per Bangladesh Labour Law 2006.

2.14 Statement Of Cash Flows The Statement of Cash Flows has been prepared in accordance with the requirements of "BAS

7: Statement of Cash Flows" using direct method.

2.15 Risk and Uncertainty for use of Estimates and Judgments

The preparation of financial statements in conformity with Bangladesh Accounting Standards requires management to make judgments, estimates and assumptions that affect the applicable of accounting policies and the reported amounts of assets, liabilities, income and expenses, and disclosure requirements for contingent assets and liabilities during and at the date of the financial statements. Actual result may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised in any future years affected as required by BAS 8: Accounting Policies, Changes in Accounting Estimates and Errors.

2.16 Going Concern The Company has adequate resources to continue in operation for the foreseeable future. For

this reason, the directors continue to adopt going concern basis in preparing the accounts.

2.17 Financial Instruments Non-derivative financial instruments comprise accounts and other receivables, cash and cash

equivalents, borrowings and other payables are shown at transaction cost.

2.18 Provision For Expenses (Pending Tax Issue)

The preparation of financial statements in conformity with BAS-37 Provision, Contingent Liabilities and Contingent Assets, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses, assets and liabilities, and the disclosure requirements for contingent assets and liabilities during and at the date of the financial statements. Due to the inherent uncertainty involved in making estimates, actual result reported could differ from those estimates. In accordance with the guidelines as prescribed by BAS-37 provisions were recognized in the following situations: When the company has a present obligation as a result of past event.When it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; And - Reliable estimates can be made of the amount of the obligation.

3 OTHERS 3.1 Employee Benefits

The company maintains the following benefit schemes for their employees:

(a) Defined Contribution Plan The company maintains a recognized contributory provident fund for all its permanent

employees. Assets of provident fund are held in a separate trustee board administered fund as per the relevant rules and is funded by contributions from both the employees and the company at pre-determined rates.

(b) Insurance Scheme Employees of the company are covered under group life insurance scheme & Medical

Insurance.

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3.2 Reporting Period

The reporting period covers 01 January 2013 to 30 June 2013.

3.3 Reporting Currency The financial statements are prepared and presented in Bangladesh Currency (Taka), which is

the company's functional currency. All financial information presented have been rounded off to the nearest Taka except where indicated otherwise.

3.4 Comparative Information and Rearrangement Thereof

Comparative information has been disclosed for the period of 06 months of previous year (from 01.01.2012 to 30.06.2012) in the financial statements except statement of financial position for all numerical information and also the narrative and descriptive information where it is relevant for understanding of the current period`s financial statements.

Figures for the period have been re-arranged, wherever considered necessary, to ensure better comparability with the current period.

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4. PROPERTY, PLANT AND EQUIPMENT (DHAKA UNIT)

Taka

Particulars

Cost

Rate of Dep.(%)

Depreciation W.D.V.

Balance as on

01-01-13

Addition during the

year

Disposal during

the year

Balance as on 30-06-

2013

Balance as on 01-01-13

Charged during the

year

Disposal during

the year

Balance as on 30-06-

2013

as on 30-06-2013

Land and Land Development -

190,239,237

-

190,239,237

- -

-

-

190,239,237

Furniture & Fixture

2,710,966

128,400

-

2,839,366

10 1,771,304 53,403

-

1,824,707

1,014,659

Office Equipment

21,335,144

1,226,087

-

22,561,231

15 9,194,743 1,002,487

-

10,197,229

12,364,002

Electric Installation

5,296,147

- -

5,296,147

18 3,600,990 152,564

-

3,753,554

1,542,593

Telephone Installation

2,995,531

- -

2,995,531

18 2,781,705 19,244

-

2,800,949

194,582

Computer & Comp. Equipment

15,458,818

- -

15,458,818

20 11,806,566 365,225

-

12,171,791

3,287,027

Data Centre

4,484,186

- -

4,484,186

20 896,837 358,735

-

1,255,572

3,228,614

Fiber Optic Cable

22,427,745

13,272,299

-

35,700,044

20 9,209,539 2,649,050

-

11,858,590

23,841,454

Radio link/infrastructure & Backbone

148,706,271

10,879,125

-

159,585,396

18 83,109,694 6,882,813

-

89,992,507

69,592,889

Motor Vehicle

1,136,000

3,500,000

-

4,636,000

20 531,904 410,410

-

942,314

3,693,686

Office Decoration

34,182,407

11,175,370

-

45,357,777

15 11,646,591 2,528,339

-

14,174,930

31,182,847

Total

258,733,215

230,420,518

-

489,153,733

134,549,873 14,422,270

-

148,972,144

340,181,589

Note : Total Depreciation has been apportioned as following:

Direct Expenses

9,531,864

Administrative Expenses

4,890,407

14,422,270

Page | 82 Information Memorandum – aamra networks limited

aamra.com.bd

PROPERTY, PLANT AND EQUIPMENT (DEPZ UNIT)

Particulars

Cost

Rate of Dep.(%)

Depreciation W.D.V.

Balance as on 01-01-13

Addition during the

year

Disposal during

the year

Balance as on 30-06-2013

Balance as on 01-01-13

Charged during the

year

Disposal during the

year

Balance as on 30-06-2013

as on 30-06-2013

Furniture & Fixture

266,900

-

-

266,900 10 131,334 6,778

-

138,112

128,788

Office Equipment

1,173,500

-

-

1,173,500 15 583,473 44,252

-

627,725

545,775

Computer & Comp. Equipment

583,750

-

-

583,750 20 440,161 14,359

-

454,520

129,230

Radio link/infrastructure & Backbone

2,141,589

-

-

2,141,589 18 1,509,757 56,865

-

1,566,622

574,967

Office Decoration

2,093,414

-

-

2,093,414 15 679,940 106,011

-

785,951

1,307,463

Total

6,259,153

-

-

6,259,153 3,344,666 228,265

-

3,572,930

2,686,223

Grand-Total 264,992,368

230,420,518

- 495,412,886

137,894,539

14,650,535

- 152,545,074

342,867,812

Note : Total Depreciation has been apportioned as following:

Direct Expenses

71,224

Administrative Expenses

157,041

228,265

Page | 83 Information Memorandum – aamra networks limited

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4.(a)

CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT (DHAKA UNIT)

Particulars

Cost

Rate of Dep.(%)

Depreciation W.D.V.

Balance as on 01-01-13

Addition during the

year

Disposal during

the year

Balance as on 30-06-2013

Balance as on 01-01-13

Charged during the

year

Disposal during the

year

Balance as on 30-06-2013

as on 30-06-2013

aamra networks limited

264,992,368

230,420,518

-

495,412,886

137,894,539 14,650,535

-

152,545,074

342,867,812

ACE IT Networks Limited

9,293,281

1,539,897

10,833,178

5,662,743 317,822

5,980,565

4,852,613

Total Consolidated

274,285,649

231,960,415

-

506,246,064

143,557,282 14,968,357

-

158,525,639

347,720,425

Page | 84 Information Memorandum – aamra networks limited

aamra.com.bd

30-06-2013

31-12-2012

Taka

Taka

5. INVESTMENTS:

Investment in ACE IT Networks Ltd. (Note-5.1)

999,900

999,900

Investment in Shares & Securities

-

22,998,804

999,900

23,998,704

5.1 Investment in ACE IT Networks Ltd.

aamra networks limited holds 9,999 shares of Tk.100 each of its subsidiary company ACE IT Networks Limited. The remaining 1 share of numbers of shares ACE IT Networks Limited is being held Syed Faruque Ahmed, Chairman of the company.

5.(a.) CONSOLIDATED INVESTMENTS:

Investment in ACE IT Networks Ltd.

999,900

999,900

Investment in Shares & Securities

-

22,998,804

999,900

23,998,704

Less: Inter Company transaction

999,900

999,900

-

22,998,804

6. INVENTORIES:

Qty

Video & Audio Unit 47

5,863,588

1,709,963

Attendance Device & Accessories

24 1,803,394

301,005

Fibre Optic & Accessories

13638 384,290

93,551

Media Converter

90 243,203

80,200

Media converter Chassis

1 13,000

-

MR-RB 450G

16 311,553

111,827

UBNT Device & Accessories

44 988,274

182,448

Security Camera & Accessories

15 127,326

326,606

DVR Recorder

1 28,746

-

Switch

12 55,685

98,138

10 ft Tower

6 24,000

20,000

UPS & Inverter

6 29,263

303,375

Wimax& CDMA Modem

100,471

7,998

Wireless Access Router

46 342,838

88,251

Lan Accessories

2 3,172

-

PDH & Converter

33 2,432,808

4,432,808

PDH & Converter Accessories

21,944

96,890

Lan Equipment (Cable, Patch Cord, Rack)

9,411,363

11,948,900

Alvarion Radio Device

5,974,879

11,112,220

Page | 85 Information Memorandum – aamra networks limited

aamra.com.bd

28,159,796

30,914,181

6.(a). CONSOLIDATED INVENTORIES:

aamra networks limited

28,159,796

30,914,181

ACE IT Networks Limited

367,380 -

28,527,176

30,914,181

7. ACCOUNTS RECEIVABLES & OTHERS :

Balance as on 01 January

58,198,936

31,249,361

Add : Addition during the period

222,582,366

414,952,807

280,781,302

446,202,168

Less :Adjusted during the period

217,352,925

388,003,232

Balance as on 30 June

63,428,377

58,198,936

Aging Schedule of Trade Receivable:

1 - 30 days

31 - 60 days

61 - 90 days > 90 days TOTAL

Trade Receivable

37,629,350

5,393,659 6,256,230

14,149,138

63,428,377

7.(a). CONSILIDATED ACCOUNTS RECEIVABLES & OTHERS :

aamra networks limited

63,428,377

58,198,936

ACE IT Networks Limited

1,696,937

2,313,890

65,125,314

60,512,826

8. ADVANCES, DEPOSITS & PREPAYMENTS:

Balance as on 01 January

48,012,902

28,302,944

Add : Addition during the period

38,716,981

94,971,549

86,729,883

123,274,493

Less : Advance Adjustment

43,561,117

75,261,591

Balance as on 30 June

43,168,766

48,012,902

This is made up as follows:

Advance & Deposit Against Office Rent (Note-8.1)

4,073,000

5,231,000

Bank Guarantee & Tender Deposit (Note-8.2)

6,405,856

2,951,053

Advance Income Tax ( AIT ) (Note-8.3)

13,016,237

12,095,677

Advance Against Expenses (Note-8.4)

11,557,480

20,385,670

Advance & Security Deposit (Note-8.5)

6,951,102

6,589,302

VAT Current Account (Note-8.6)

1,165,091

760,200

43,168,766

48,012,902

-

All the above advances, deposits and prepayments are considered as good and secured by the

company management.

-

Page | 86 Information Memorandum – aamra networks limited

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8.1. Advance & Deposit Against Office Rent:

FaruqueRupayan Tower -17th Floor

3,759,000

4,893,000

Albatross Restaurant (Cox - Bazaar)

104,000

128,000.00

Banani Store

210,000

210,000.00

4,073,000

5,231,000

8.2. Bank Guarantee & Tender Deposit:

Basic Bank

5,000

-

BEPZA

46,000

18,500

Best Holdings Ltd.

2,294,613

-

Commandant, AITSO

134,919

-

Comptroller, BUET

250,000

-

Department of Women Affair

60,000

-

East West University

5,000

-

Indian High Commission

-

1,000,000

International University of Bangladesh

24,553

24,553

Ministry of Shipping

265,000

-

Officer Commanding HQ

866,386

-

Prime Bank

1,150,000

550,000

Radisson Bay View Hotel

875,000

-

ShahjalalIslami Bank Ltd.

341,385

-

UCEP

28,000

28,000

World Vision Bangladesh

60,000

-

Security Deposit - Tender submit - Other

-

1,330,000

6,405,856

2,951,053

8.3. Advance Income Tax ( AIT ):

Balance as on 01 January

12,095,677

11,065,655

Add: Addition during the period

920,560

4,963,966

13,016,237

16,029,621

Less: Adjustment made during the period

-

3,933,944

Balance as on 30 June

13,016,237

12,095,677

Year wise break up:

Income Year 2001/Assessment Year 2002-03 20,796

20,796

Income Year 2002/Assessment Year 2003-04 310,084

310,084

Income Year 2003/Assessment Year 2004-05 1,046,435

1,046,435

Income Year 2004/Assessment Year 2005-06

896,665

896,665

Page | 87 Information Memorandum – aamra networks limited

aamra.com.bd

Income Year 2005/Assessment Year 2006-07 486,244

486,244

Income Year 2006/Assessment Year 2007-08 1,437,135

1,437,135

Income Year 2007/Assessment Year 2008-09 2,934,352

2,934,352

Income Year 2012/Assessment Year 2013-14 4,963,966

4,963,966

Income Year 2013/Assessment Year 2014-15 920,560 -

13,016,237

12,095,677

8.4. Advance Against Expenses:

Balance as on 01 January

20,385,670

-

Add: Addition during the period

8,527,440

37,611,523

28,913,110

37,611,523

Less: Adjustment during the period

17,355,630

17,225,853

Balance as on 30 June

11,557,480

20,385,670

8.5. Advance & Security Deposit:

Deposit against T & T

60,000

328,200

Deposit against rent-safura tower

343,575

343,575

Deposit against BTCL bandwidth bill

258,990

258,990

Deposit against ATL bandwidth bill

3,500,000

3,500,000

Deposit against POP

110,000

110,000

Deposit against rent - DEPZ

460,821

460,821

Deposit against CEPZ

57,716

57,716

Deposit against Fiber @ Home Underground Cabling Bill

500,000

500,000

Deposit against summit communication underground cabling bill

400,000

400,000

Deposit against rent F R Tower

1,260,000

630,000

6,951,102

6,589,302

8.6. VAT Current Account:

Balance as on 01 January

760,200

694,705

Add: Addition during the period

22,854,178

38,821,524

23,614,378

39,516,229

Less: Adjustment during the period

22,449,287

38,756,029

Balance as on 30 June

1,165,091

760,200

8.(a). CONSOLIDATED ADVANCES, DEPOSITS & PREPAYMENTS:

aamra networks limited

43,168,766

48,012,902

ACE IT Networks Limited

2,222,135

2,540,597

45,390,901

50,553,499

Page | 88 Information Memorandum – aamra networks limited

aamra.com.bd

9.

INTER COMPANY CURRENT ACCOUNT:

Balance as on 01 January

10,691,033

-

Add : Addition during the period

11,862,134

24,825,131

22,553,167

24,825,131

Less : Repayment during the period

16,534,207

14,134,098

Balance as on 30 June

6,018,960

10,691,033

The company wise breakup:

aamra embroideries Ltd..

1,100,000

500,000

aamra holding Ltd.

2,000,000

-

aamra infotainment limited

1,855,122

2,786,443

aamra outsourcing Ltd.

-

4,364,927

aamra technologies ltd.

-

3,039,662

ACE IT Networks Ltd.

1,063,838

-

6,018,960

10,691,033

Intercompany loans were verified by us and found that the company has complied section 103

of the companies Act, 1994

9.(a). CONSOLIADTED INTER COMPANY CURRENT ACCOUNT:

aamra networks limited

6,018,960

10,691,033

ACE IT Networks Limited

-

-

6,018,960

10,691,033

Less: Inter Company transaction

1,063,838

-

4,955,122

10,691,033

10. CASH AND CASH EQUIVALENTS:

Cash in hand

566,990

446,679

Cash at Bank (Notes-10.1)

25,456,197

15,519,571

26,023,187

15,966,250

10.1. Cash at bank:

Bank Asia Limited , Banani Branch

A/C No: 01233052008

91,954

92,529

A/C No: 01233051466

-

422,912

91,954

515,441

Dhaka Bank Limited, Banani Branch

A/C No: 206.100. 3714

774,265

71,671

A/C No: 206.100. 3584

2,000,453

817,163

Dhaka Bank Limited, Local Branch

A/C No: 201.100.7356

71,131

72,006

Dhaka Bank Limited, Uttara Branch

A/C No: 204.100.552

15,863

16,738

Page | 89 Information Memorandum – aamra networks limited

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Dhaka Bank Limited , Dhanmondi Branch

A/C No: 205.100.1001

-

642

2,861,711

978,220

Dutch Bangla Bank Limited, Banani Branch

A/C No: 1031200000594

12,608,119

4,014,649

A/C No: 1031200001113

5,097,201

2,117,739

A/C No: 1031100016776

4,508,801

7,694,796

A/C No: 1031100016790

287,827

198,727

22,501,949

14,025,911

One bank Limited, Banani Branch

A/C No: 0181020001119

583

-

583

-

25,456,197

15,519,571

10.(a).

CONSOLIDATED CASH AND CASH EQUIVALENTS:

aamra networks limited

26,023,187

15,966,250

ACE IT Networks Limited

1,739,258

1,331,746

27,762,445

17,297,996

11. ISSUED, SUBSCRIBED & PAID UP CAPITAL:

26,000,000 ordinary shares of Tk. 10 each.

260,000,000

54,000,000

The detail of shareholding positions are as follows:

Class Interval

No. of Shares

aamra Holdings Ltd

12,600,000 126,000,000

27,000,000

aamra Resources Ltd

4,522,030 45,220,300

9,391,900

Augere Holdings(Netherlands) B.V

8,477,970 84,779,700

17,608,100

Syed Faruque Ahmed

100,000 1,000,000

-

Syed Farhad Ahmed

100,000 1,000,000

-

SyedaMunia Ahmed

100,000 1,000,000

-

Fahmida Ahmed

100,000 1,000,000

-

26,000,000

260,000,000

54,000,000

11.(a).

CONSOLIDATED ISSUED, SUBSCRIBED & PAID UP CAPITAL:

aamra networks limited

260,000,000

54,000,000

Page | 90 Information Memorandum – aamra networks limited

aamra.com.bd

12. RETAINED EARNINGS:

Balance as on 01 January

218,801,203

143,861,739

Less: Stock dividend issued

206,000,000

-

12,801,203

143,861,739

Add: Net profit after tax during the year

40,337,739

74,939,464

Balance as on 30 June

53,138,942

218,801,203

12.1 RETAINED EARNINGS:

Balance as on 01 January

218,801,203

143,861,739

Less: Stock dividend issued

206,000,000

-

12,801,203

143,861,739

Add: Net profit after tax (1st six month)

40,337,739

40,932,115

Add: Net profit after tax (Remaining six month) -

34,007,349

Balance as on 30 June

53,138,942

218,801,203

12.(a).

CONSOLIDATED RETAINED EARNINGS:

aamra networks limited

53,138,942

218,801,203

ACE IT Networks Limited

6,679,114

6,533,113

59,818,056

225,334,316

13. LONG-TERM LOAN :

Balance as on 01 January

-

-

Add : Addition during the period

102,500,000

-

Add : interest & bank charge during the Period

4,561,182

-

Less : Repayment during the period

347,960

-

Less: Transfer to Short Term Liability (Payable within this financial year)

5,595,344

-

Balance as on 30 June

101,117,878

-

The break-up of the above loan is as under:

One Bank Limited (Note-13.1)

99,116,542

-

Lanka Bangla Finance Limited (Note-13.2)

2,001,336

-

101,117,878

-

13.1 ONE Bank Limited: Tk. 99,116,542

The above represents the balance of a lease facilities obtained from ONE Bank Limited, on the following terms and conditions:

a. The rate of interest: 17% per annum

b.

Lease period :

60 months

c. Installments :

16 quarterly equal installments

d. Security :

i. Demand promissory note.

ii. Registered mortgage along with RIGPA of 0.983 acres (98.3) decimal land at Nasirabad, Chittagong.

iii. Personal guarantee of the following Directors:

Mr. Syed Faruque Ahmed, Chairman

Mr. Syed Farhad Ahmed, Managing Director

Page | 91 Information Memorandum – aamra networks limited

aamra.com.bd

13.2. Lanka Bangla Finance Limited: Tk. 2,001,336

The above represents the balance of a car lease facilities obtained from Lanka Bangla Finance Limited, on the following terms and conditions:

a. The rate of interest: 19% per annum

b.

Lease period :

60 months

c. Monthly rental : Taka 64,852

d. Security :

i. Comprehensive Insurance and Registration of the vehicle favoring LBFL.

ii. Personal guarantee of Mr. Syed Farhad Ahmed, Managing

Director of the Company.

iii. 60 nos. postdatedchequescovering monthly rentals BDT 64,852 each and one cheque covering the full receivables of BDT 3,891,120.

13.(a).

CONSOLIDATED LONG-TERM LOAN :

aamra networks limited

101,117,878 -

ACE IT Networks Limited

-

-

101,117,878 -

14. SHORT TERM LOAN:

Balance as on 01 January

18,913,869

15,952,158

Add : Addition during the period

50,000,000

-

Add: Transferred from Long Term Loan (Note-14.1)

5,595,344

-

Add : Interest & Bank charge during the Period

2,181,086

11,577,622

76,690,300

27,529,780

Less :Adjustment during the period

18,935,869

8,615,911

Balance as on 30 June

57,754,431

18,913,869

The break up is as follows:

One Bank Limited

A/C No. 0181020001096

52,159,086

-

A/C No. 018LFC1130900001

5,206,232

-

Lanka Bangla Finance Limited:

A/C No. 000170100000197

389,112

-

57,754,431

-

14.1. Current portion of Long Term Loan:

One Bank Limited

5,206,232

-

Lanka Bangla Finance Limited

389,112

-

5,595,344

-

14.(a).

CONSOLIDATED SHORT TERM LOAN:

aamra networks limited

57,754,431

18,913,869

ACE IT Networks Limited

-

-

57,754,431

18,913,869

Page | 92 Information Memorandum – aamra networks limited

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15. LIABILITY FOR EXPENSES:

Balance as on 01 January

4,807,254

4,150,976

Add : Addition during the period

41,942,288

75,687,109

46,749,542

79,838,085

Less : Payment during the period

39,655,112

75,030,831

Balance as on 30 June

7,094,430

4,807,254

The break up as follows:

Salary & allowances

5,473,157

4,061,978

Office & roof rent

971,720

232,638

Utilities expenses

414,352

385,088

Audit fee

64,800

27,000

Provision for telephone & mobile bill

170,401

100,550

7,094,430

4,807,254

15.(a).

CONSOLIDATED LIABILITY FOR EXPENSES:

aamra networks limited

7,094,430

4,807,254

ACE IT Networks Limited

529,597

570,097

7,624,027

5,377,351

16. LIABILITY FOR OTHER FINANCE :

Balance as on 01 January

2,880,563

1,604,375

Add : Addition during the period

6,872,855

11,366,183

9,753,418

12,970,558

Less : Adjustment during the period

7,153,780

10,089,995

Balance as on 30 June

2,599,638

2,880,563

This is arrived at as follows:

Tax deduction from employees salary

1,418,295

1,051,406

Tax & VAT deduction from various party

725,188

1,349,452

PF liabilities employees & company

456,155

479,705

2,599,638

2,880,563

16.(a).

CONSOLIDATED LIABILITY FOR OTHER FINANCE :

aamra networks limited

2,599,638

2,880,563

ACE IT Networks Limited

86,039

258,558

2,685,677

3,139,121

17. ACCOUNTS PAYABLE & OTHERS:

aamra Management Solutions

166,350

161,750

aamra Technologies Ltd.

920,440

-

Page | 93 Information Memorandum – aamra networks limited

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AD. Rupashi Bangla

13,082

-

ARA Technologies

55,637

11,254

ARCHIVES

80,000

-

Atomic Power & Co

92,300

137,000

Banglalink

3,985,735

-

BD Air Solution

1,093,933

-

Binimoy Refrigeration

69,750

644,625

BTCL

55,200

92,000

BTCL ( Northern University)

282,240

302,400

Cable TV Service

4,000

Chittagong Communications Ltd.

198,676

246,900

Computer City

171,356

130,893

Cox's Bazaar Communications

16,650

Computer Source

76,403

103,680

Diginet

121,670

86,350

Eurotelbd online ltd.

16,000

Fiber @ Home

1,500,695

1,114,686

Global Brand Pvt Ltd.

231,217

23,400

Marine Security Services

29,438

Pacific Bangladesh Ltd.

3,052,500

-

Pathway Technology

293,977

274,696

Power-Link Electronics & Compute

213,574

319,410

Richman Informatics

71,274

680,402

Speed Technology & Engineering

103,120

Stargate Communications Ltd

323,265

-

Summit Communications Ltd.

636,595

1,148,850

Transcom Electronics Ltd.

1,486,230

-

Wings Classic Tours &Travels

770,817

413,926

16,132,124

5,892,222

17.(a).

CONSOLIDATED ACCOUNTS PAYABLE & OTHERS:

aamra networks limited

16,132,124

5,892,222

ACE IT Networks Limited

-

-

16,132,124

5,892,222

18. PROVISION FOR TAX:

Page | 94 Information Memorandum – aamra networks limited

aamra.com.bd

Balance as on 01 January

9,584,723

8,546,386

Add : Addition during the period

3,244,632

5,584,281

12,829,355

14,130,667

Less : Adjustment during the period

-

4,545,944

Balance as on 30 June

12,829,355

9,584,723

Details of the above balance is stated below:

Income Year 2003/Assessment Year 2004-05 192,976

192,976

Income Year 2004/Assessment Year 2005-06 354,349

354,349

Income Year 2005/Assessment Year 2006-07 1,437,106

1,437,106

Income Year 2006/Assessment Year 2007-08 2,016,012

2,016,012

Income Year 2012/Assessment Year 2013-14 5,584,280

5,584,280

Income Year 2013/Assessment Year 2014-15 3,244,632 -

12,829,355

9,584,723

18.(a).

CONSOLIDATED PROVISION FOR TAX:

aamra networks limited

12,829,355

9,584,723

ACE IT Networks Limited

1,442,269

1,379,012

14,271,624

10,963,735

Page | 95 Information Memorandum – aamra networks limited

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19. REVENUE:

Internet Unit (Taxable) (Note-19.1.)

149,074,590

140,751,941

IT Support & Software Unit (Non Taxable) (Note-19.2.)

59,103,558

55,220,324

EPZ Unit (Non Taxable) (Note-19.3.)

14,404,218

11,052,364

Net Revenue

222,582,366

207,024,629

19.1.

Internet Unit (Taxable)

Gross Revenue from

internet service

162,564,318 134,127,992

Less: VAT

(15%)

21,204,041 17,494,916

Net Revenue from internet

service

141,360,277 116,633,076

Revenue from

Equipment Sale

7,519,103 23,226,802

Revenue from domain

registration

195,210 892,063

149,074,590 140,751,941

19.2. IT Support & Software Unit (Non Taxable)

Gross Revenue from IT Support & Services

3,393,088

5,869,090

Software & Website services

55,710,470

49,351,234

59,103,558

55,220,324

19.3. EPZ Unit (Non Taxable)

Gross Revenue from internet service

9,990,830

7,921,707

Less: VAT (15%)

1,303,152

1,033,266

Net Revenue from internet service

8,687,678

6,888,441

Revenue from Equipment Sale

20,000

-

Software & Website services

5,696,540

4,163,923

14,404,218 11,052,364

19.(a). CONSOLIDATED REVENUE:

aamra networks limited

222,582,366 207,024,629

ACE IT Networks Limited

6,281,306 6,787,555

228,863,672

213,812,184

Less: Inter company transaction

1,771,000

-

227,092,672

213,812,184

20. COST OF SERVICE:

Internet Unit (Taxable) (Note-20.1)

101,443,399

103,605,058

Page | 96 Information Memorandum – aamra networks limited

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IT Support & Software Unit (Non Taxable) (Note-20.2)

12,611,940

11,821,460

EPZ Unit (Non Taxable) (Note-20.3)

8,320,920

6,265,578

122,376,259

121,692,096

20.1. Internet Unit (Taxable)

Wages, salary & others

allowances 13,003,848

11,230,068

PF expenses company

405,514

304,830

Equipment lease rental expenses,

679,680

5,141,448

Infrastructure, optical fiber& Networking

Equipment Cost 36,895,353

34,591,246

POP rent

1,254,499

1,137,720

Utilities bill

548,635

368,225

Repairs & maintenance

90,438

67,920

Bandwidth Charges

31,962,781

25,177,269

Cost of Equipment Sale

6,987,200

18,713,547

Domain cost

267,125

244,532

License& others fee

489,330

495,200

Telephone bill access

104,880

52,440

Entertainment

269,870

205,320

Research & development

1,419,012

-

Mobile bill

202,291

56,745

Depreciation charges

6,862,942

5,818,549

101,443,399

103,605,058

01-01-2013

to

01-01-2012 to

30-06-2013

30-06-2012

20.2. IT Support & Software Unit (Non Taxable)

Taka

Taka

Wages, salary & others

allowances 5,057,052

3,743,356

PF expenses company

157,700

101,610

Equipment lease rental expenses

264,320

571,272

POP rent

487,861

379,240

Utilities bill

213,358

122,742

Repairs & maintenance

35,171

22,640

Research & development

3,648,888

4,922,169

Mobile bill

78,669

18,915

Depreciation charges

2,668,922

1,939,516

12,611,940

11,821,460

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20.3. EPZ Unit (Non Taxable)

Wages, salary & others allowances

481,500

432,521

PF expenses company

18,228

16,020

Networking Equipment Cost

1,774,859

1,069,832

POP rent

165,922

91,910

Utilities bill

112,352

82,301

Bandwidth Charges

5,640,491

4,443,048

Mobile bill

56,345

42,650

Depreciation charges

71,224

87,296

8,320,920

6,265,578

20.(a). CONSOLIDATED COST OF SERVICE:

aamra networks limited

122,376,259 121,692,096

ACE IT Networks Limited

4,694,829 5,255,031

127,071,088

126,947,127

Less: Intercompany transaction

1,771,000

-

125,300,088

126,947,127

21. ADMINISTRATIVE EXPENSES:

Internet Unit (Taxable) (Note-21.1)

36,110,061

29,542,976

IT Support & Software Unit (Non Taxable) (Note-21.2)

14,042,802

9,847,659

EPZ Unit (Non Taxable) (Note-21.3)

1,684,013

1,385,027

51,836,876

40,775,662

21.1. Internet Unit (Taxable)

Salary & others allowances 10,735,344

10,039,451

PF expenses - company contribution 302,098

334,877

Relationship & management expenses 5,651,754

2,881,368

Car lease rental expenses -

310,230

Office rent 3,733,906

3,113,504

Utilities bill 1,149,322

1,133,634

Travelling expenses 3,075,839

2,160,215

Training Expenses 296,028

309,750

Stationery expenses 378,867

443,089

Repair & maintenance 328,614

237,405

Telephone & mobile bill 469,699

387,735

conveyance 1,181,402

1,156,553

Audit fee 80,028

25,500

Royalty fee 2,052,246

2,068,632

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Courier & postage 45,796

41,298

Vehicle oil, fuel & lubricants 1,859,651

1,970,774

Papers & Periodicals 10,160

8,058

Insurance expenses 741,494

592,988

Office maintenance 496,722

382,588

Depreciation charges 3,521,093

1,945,329

36,110,061

29,542,976

01-01-2013 to

01-01-2012 to

30-06-2013

30-06-2012

21.2 IT Support & Software Unit (Non Taxable)

Taka

Taka

Salary & others allowances 4,174,856

3,346,484

PF expenses - company contribution 117,482

111,626

Relationship & management expenses ( Note-21.2.1)

2,197,904

960,456

Car lease rental expenses -

103,410

Office rent 1,452,074

1,037,835

Utilities bill 446,959

377,878

Travelling expenses 1,196,159

720,072

Training Expenses 115,122

103,250

Stationery expenses 147,337

147,696

Repair & maintenance 127,794

79,135

Telephone & mobile bill 182,661

129,245

Conveyance 459,434

385,518

Audit fee 31,122

8,500

Royalty fee 798,096

689,544

Courier & postage 17,809

13,766

Vehicle oil, fuel & lubricants 723,197

656,925

Papers & Periodicals 3,951

2,686

Insurance expenses 288,359

197,663

Office maintenance 193,170

127,529

Depreciation charges 1,369,314

648,443

14,042,802

9,847,659

21.2.1 Relationship & Management Expenses - aamra Networks Limited (ANL) receives Internal Audit services, Corporate and legal services, Secretarial services, Taxation advisory services, investment and finance related services etc. from aamra holdings limited (AHL) against which a relationship & management expenses is paid to AHL.

21.3. EPZ Unit (Non Taxable):

Salary & others allowances 1,302,000

1,020,000

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PF expenses - company contribution 38,880

47,700

Stationery expenses 32,521

11,120

Repair & maintenance 30,920

32,960

Telephone & mobile bill 18,690

20,370

conveyance 10,567

17,946

Office maintenance 93,394

50,620

Depreciation charges 157,041

184,311

1,684,013

1,385,027

21.(a).

CONSOLIDATED ADMINISTRATIVE EXPENSES:

aamra networks limited

51,836,876 40,775,662

ACE IT Networks Limited

1,392,247 1,314,336

53,229,123

42,089,998

Less: Inter company transaction

180,000

-

53,049,123

42,089,998

01-01-2013

to 01-01-2012 to

30-06-2013

30-06-2012

22. OTHER INCOME: Taka

Taka

Interest on Bank deposit

244,906

127,310

Rent & Utilities Recovered

360,000

360,000

604,906

487,310

22.(a).

CONSOLIDATED OTHER INCOME:

aamra networks limited

604,906

487,310

ACE IT Networks Limited

16,503

24,638

621,410

511,948

Less: Inter company transaction

180,000

-

441,410

511,948

23. FINANCE COST:

Internet Unit (Taxable)

3,473,686

1,123,031

IT Support & Software Unit (Non Taxable)

1,350,878

374,344

EPZ Unit (Non Taxable)

7,039

1,620

4,831,602

1,498,995

Bank Interest

One Bank Limited

2,173,237

-

Lanka Bangla Finance Ltd.

184,958

1,480,882

One Bank Limited

2,180,836

-

4,539,031

1,480,882

Bank Charge

292,571

18,113

Total Finance Cost

4,831,602

1,498,995

23.(a) CONSOLIDATED FINANCE COST:

aamra networks limited

4,831,602

1,498,995

ACE IT Networks Limited

-

-

4,831,602

1,498,995

24. PROVISION FOR TAX:

Allowable Revenue

149,074,590

140,751,941

Allowable Cost of Service

101,443,399

103,605,058

Gross Profit

47,631,191

37,146,883

Allowable Administrative Expense

(36,110,061)

(29,542,976)

Allowable Other Income

604,906

487,310

Allowable Finance Cost

(3,473,686)

(1,123,031)

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Profit before Tax

8,652,350

6,968,185

Provision for Tax during the period @ 37.5% 3,244,632

2,613,070

01-01-2013 to

01-01-2012 to

30-06-2013

30-06-2012

24 .(a).

CONSOLIDATED PROVISION FOR TAX : Taka

Taka

aamra networks limited

3,244,632

2,613,070

ACE IT Networks Limited

63,257

57,530

3,307,889

2,670,600

25. PAYMENTS TO DIRECTORS AND MANAGERS:

a) The aggregate amounts paid to/ provided for the Directors &

Managers

of the company are disclosed below :

Chairman and Managing Directors Remuneration

(Note-25.1) 4,800,000

4,800,000

Managers' Salary & Allowances

8,922,000

6,981,000

Managers' Provident Fund

288,000

234,000

14,010,000

12,015,000

b) No amount of money was expensed by the company for compensating any member of the board for

special services rendered.

c) The company does not pay any board meeting attendance fee to the directors of the company.

25.1.

Disclosure of Directors remuneration under para 4 of Schedule XI PART II of the Companies Act 1994 :

Two directors of aamra networks limited namely Mr. Syed Faruque Ahmed & Mr. Syed Farhad Ahmed are holding the position of Chairman and Managing Director in the company respectively. Accordingly,

both of them are taking remuneration. However, no other facilities were taken by them from the company for rendering their services. Details of remuneration paid to them during the period January

2013 to June 2013 is as follows:

Name Designation

Monthly Remuner

ation

30-06-2013

30-06-2012

Amount

Tk. Amount Tk.

Mr. Syed Faruque Ahmed

Chairma

n 400,000 2,400,000

2,400,000

Mr. Syed Farhad Ahmed

Managi

ng Director

400,000 2,400,000

2,400,000

Total:

4,800,000

4,800,000

26. EARNING PER SHARE (EPS):

Profit after tax

40,337,739

40,932,115

Number of ordinary shares Outstanding

26,000,000

5,400,000

EPS of Tk. 10 each

1.55

7.58

EPS of Tk. 10 each Re-stated

-

1.57

26 (a)

CONSOLIDATED EARNING PER SHARE (EPS):

Profit after tax

40,485,215

41,117,411

Number of ordinary shares Outstanding

26,000,000

5,400,000

EPS of Tk. 10 each

1.56

7.61

EPS of Tk. 10 each Re-stated

-

1.58

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27. RELATED PARTY DISCLOSURES

Name of the Company

Total transaction during the year Taka

Relationship with Company

Relationship with Company

Balance as at June 30, 2013 Taka

Balance as at December 31,

2012 Taka

aamra management solutions

574,100

Concern under common

management

Training service and space rent for training.

166,350

161,750

aamra management solutions

66,000

Concern under common

management

Internet Service Provide.

73,398 Nil

aamra holdings limited

484,504

Concern under common

management

Internet service, IT Service and software maintenance.

131,001 91,501

aamra holdings limited

21,400,000

Concern under common

management

Relationship & management expenses and Royalty fee

Nil Nil

aamra holdings limited

5,000,000

Concern under common

management

Inter company loan transaction

2,000,000 Nil

aamra resources limited

192,000

Concern under common

management

Internet service, IT Service and software maintenance.

200,588 8,588

aamra embroideries limited

30,000

Concern under common

management

Internet service, IT Service and software maintenance.

51,900 21,900

aamra embroideries limited

1,732,000

Concern under common

management

Inter company loan transaction

1,100,000 500,000

aamra technologies limited

3,039,662

Concern under common

management

Inter company loan transaction

Nil 3,039,662

aamra technologies limited

232,253,795

Concern under common

management

IIG bandwidth & Equipment Purchase

920,440 Nil

aamra technologies limited

8,346,960

Concern under common

management

Advance against Purchase

7,685,000 Nil

aamra technologies limited

6,784,073

Concern under common

management

Internet service, IT Service and software maintenance.

Nil 2,362,825

ACE IT Networks limited

3,585,014

Concern under Subsidiary Company

Internet service, IT Service, software, office rent and utilities.

1,063,838 Nil

aamra outsourcing limited

12,559,898

Concern under common

management

Inter company loan transaction

Nil 4,364,927

aamra infotainment limited

2,479,767

Concern under common

management

Office rent, utilities and intercompany loan

1,855,122 2,786,443

Syed Faruque Ahmed

2,400,000

Chairman and shareholder

Directors remuneration

NIL NIL

Syed Farhad Ahmed

2,400,000

Managing Director and shareholder

Directors remuneration

NIL NIL

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20. Five Years (or from inception) comparative financial

statements (aamra Networks Limited and ACE IT Networks Limited)

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21 Projected Financial Statements (Post Private Placement & IPO)

21.1 Assumptions for Investment and Source of Fund

Particulars Unit Amount (BDT) Period

INVESTMENT

A. Land and Land Development Cost

Land Cost - 40,Nasirabad, Chittagong (61 katha)

166,850,000 April - '13

Land Development Cost

32,500,000 Jan'14

Registration cost

21,216,000 April - '13

Total Land and Land Development Cost

220,566,000

B. Cost of Building Construction

Number of floors in the Building 10

Number of floor for Parking 3

Space per floor in sqft 25,000

Total Parking Space in sqft 75,000

March - '2014

Total Space for 10 Stored Building in sqft 250,000

Construction Cost for building per sqft. 2,500

Construction cost of foundation with parking per sqft 3,000

Construction cost of foundation with parking

225,000,000

Cost for Building Construction

625,000,000 2014 -2017

IT Cost for Full building 850 212,500,000 2017

Total: 1,062,500,000

C. NTTN Project

Equipment purchase for NTTN Project

80,000,000 2015

License fee

30,000,000 For 15 years

Line rent advance for 25 years

100,000,000 For 25 years

Total initial investment

210,000,000

Revenue generation from '14

D. Data centre and office suit in three location outside Dhaka

(10 katha land with 6 storied building in each location)

Purchase of Land in Katha 20

Cost of Land (Tk. 2,500,000 per katha) 2,500,000 50,000,000 January - '2015

Utilization of land - 40% (3,000 Sft. In each floor)

Total Space for two 6 Storied Building By Sft. 36,000

Construction Cost for per Sft. 3,000

Total Cost for Building Construction

108,000,000 Jan. 15 - June 17

Equipment Installation & Setup Cost - 3 locations

6,000,000 Apr 17 - June 17

Office Decoration for office suit - 2 locations 1,000 36,000,000 Apr 17 - June 17

Office Equipment for office suit - 2 locations

9,000,000 Apr 17 - June 17

Total: 209,000,000

Revenue Generation from July '17

E. Existing Infrastructure Development Cost

Software for Automation

7,500,000 Oct'2013

Networking development Hardwar

32,500,000 Oct'2013

Total Infrastructure Development Cost

40,000,000

SOURCES OF FUND

A. From Private Placement

Proposed Private Placement - face value (12,000,000 shares @ tk.10) Tk.10 120,000,000 Dec '2013

Share premium ( 12,000,000 shares @ tk. 30) Tk. 30 360,000,000 Dec '2013

Cost of private placement

15,000,000 Dec '2013

B. From IPO

Proposed IPO - face value (12,000,000 shares @ tk.10) Tk.10 120,000,000 Sep '2014

Share premium ( 12,000,000 shares @ tk. 15) Tk.15 180,000,000 Sep '2014

C. Sale of Floor Space

Saleable space in sqft (1st floor& 2nd floor) 50,000

Price per sqft in Tk. 20,000 for ground floor 20,000

Price per sqft for first floor 18,000

Sales proceeds Ground floor ( 25,000 sqft)

500,000,000 2015

Sales proceeds 1st floor ( 25,000 sqft)

450,000,000 2016

Total

950,000,000

Profit on sale of asset

Sale value

950,000,000

Cost of saleable space @ Tk. 6000 / Sft 6,000 300,000,000

Profit on sale of asset

650,000,000

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21.2 Projected Balance Sheet (Post Private Placement and IPO)

Particulars

DEC - '2020 DEC - '2019 DEC - '2018 DEC - '2017

DEC - '2016 DEC - '2015 DEC - '2014 DEC - '2013

FIXED ASSETS:

1,257,241,251 1,314,461,639 1,366,263,615 1,739,050,759

1,422,198,957 1,043,945,346 641,072,378

340,173,521

INVESTMENT

999,900 999,900 999,900 999,900

999,900 999,900 999,900

999,900

CURRENT ASSETS:

Cash & Bank Balance

14,021,333 44,807,839 40,804,352 255,216,795

726,850,751 498,249,116 420,928,214

373,445,395

Accounts Receivable

183,703,019 196,898,527 176,435,976 134,336,119

118,304,618 102,187,700 83,314,250

61,589,583

Inter Company Current Account

Advance & Prepayments

70,936,923 67,558,975 64,341,881 61,277,982

58,359,982 55,580,936 52,934,224

50,413,547

Advance Against NTTN License & line rent 94,000,000 100,000,000 106,000,000 112,000,000

118,000,000 124,000,000

Inventory

52,906,470 47,255,646 42,344,634 32,240,668

28,393,108 24,525,048 19,995,420

17,737,800

FDR 1,400,000,000 900,000,000 550,000,000

1,815,567,745 1,356,520,987 979,926,844 595,071,564

1,049,908,460 804,542,800 577,172,108

503,186,326

3,073,808,896 2,671,982,526 2,347,190,358 2,335,122,223

2,473,107,317 1,849,488,046 1,219,244,387

844,359,746

Share Capital

500,000,000 500,000,000 500,000,000 500,000,000

500,000,000 500,000,000 500,000,000

380,000,000

Share Premium

504,000,000 504,000,000 504,000,000 504,000,000

504,000,000 504,000,000 504,000,000

345,000,000

Retain Earnings

2,008,707,410 1,614,146,213 1,297,702,121 1,075,888,362

488,203,767 319,078,135 192,340,869

96,099,273

3,012,707,410 2,618,146,213 2,301,702,121 2,079,888,362

1,492,203,767 1,323,078,135 1,196,340,869

821,099,273

CURRENT LIABILITIES:

Accounts Payable

7,520,134 7,520,134 7,520,134 7,520,134

7,162,033 6,820,983 6,496,175

6,186,833

Margin Loan - - - -

- - - -

Advance Against Floor Sale - - - -

950,000,000 500,000,000

Liabilities For Other Finances

6,174,743 5,613,402 5,103,093 4,639,176

4,217,432 3,834,029 3,485,481

3,168,619

Liabilities for Expenses

10,304,776 9,367,978 8,516,344 7,742,131

7,038,301 6,398,455 5,816,777

5,287,979

Provision For Income Tax

37,101,833 31,334,799 24,348,667 235,332,420

12,485,785 9,356,442 7,105,084

8,617,042

61,101,486 53,836,314 45,488,238 255,233,860

980,903,550 526,409,910 22,903,518

23,260,474

LONG TERM LIABILITIES:

3,073,808,896 2,671,982,526 2,347,190,358 2,335,122,223

2,473,107,317 1,849,488,046 1,219,244,387

844,359,746

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Assumptions of Projected Balance Sheet (Post Private Placement and IPO)

Fixed Asset : As per depreciation schedule

Accounts Receivable : 1.5 month gross revenue

Advance & Prepayments : 5% increase from last year balance

Inventory : 3% of Gross revenue

Accounts Payable : 5% increase from last year balance

Liabilities for Expenses : 10% increase from last year balance

Liabilities for Other Expenses : 10% increase from last year balance

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21.3 Projected Income Statement (Post Private Placement and IPO)

Particulars 2020 2019 2018 2017 2016 2015 2014 2013

Gross Revenue

Internet Access 609,110,504 553,736,822 503,397,111 457,633,737 416,030,670 378,209,700 343,827,000 312,570,000

IT Support & Software Maintenance 458,647,142 382,205,952 318,504,960 265,420,800 221,184,000 184,320,000 153,600,000 128,000,000

IPLC & NPLC 86,055,347 78,232,134 71,120,122 64,654,656 58,776,960 53,433,600 48,576,000 44,160,000

Equipment Sale & Installation 142,743,528 129,766,843 117,969,858 107,245,325 97,495,750 88,632,500 80,575,000 73,250,000

Application Services 119,248,257 99,373,548 82,811,290 69,009,408 57,507,840 47,923,200 39,936,000 33,280,000

Data Centre & Office suite 19,007,975 15,839,979 13,199,983 5,739,123

Office Space Rental (CTG) 105,000,000 105,000,000 105,000,000

Revenue from NTTN 139,736,232 127,032,938 115,484,489 104,985,899 95,441,727 64,982,600

Value Added Service in IT Intelligent Building 84,000,000 84,000,000 84,000,000

Gross Revenue 1,763,548,985 1,575,188,216 1,411,487,811 1,074,688,948 946,436,947 817,501,600 666,514,000 591,260,000

Less: VAT 195,512,508 162,927,090 135,772,575 113,143,812 94,286,510 78,572,092 65,476,743 54,563,953

Less: Sales Discount 8,456,880 7,047,400 5,872,833 4,894,028 4,078,356 3,398,630 2,832,192 2,360,160

Net Revenue 1,559,579,598 1,405,213,726 1,269,842,403 956,651,108 848,072,080 735,530,878 598,205,065 534,335,887

Less: COGS

Variable COGS

Cost of Bandwidth 243,644,202 221,494,729 201,358,844 183,053,495 166,412,268 151,283,880 137,530,800 125,028,000

Cost of IT Support 45,864,714 38,220,595 31,850,496 26,542,080 22,118,400 18,432,000 15,360,000 12,800,000

Cost for IPLC & NPLC 25,816,604 23,469,640 21,336,036 19,396,397 17,633,088 16,030,080 14,572,800 13,248,000

Cost of Installation & Equipment 114,194,822 103,813,475 94,375,886 85,796,260 77,996,600 70,906,000 64,460,000 50,600,000

Cost for Application Services 29,812,064 24,843,387 20,702,822 17,252,352 14,376,960 11,980,800 9,984,000 8,320,000

Cost for Data Center & Office suite 8,750,592 7,292,160 6,076,800 2,532,000

Cost for NTTN Project 33,688,948 30,734,270 28,249,904 24,952,138 23,301,580 20,920,000

Cost of - Value Added Service in IT Int. Build. 42,000,000 42,000,000 42,000,000

Service Charges 70,663,428 61,446,459 53,431,704 46,462,351 40,402,044 35,132,213 30,549,750 26,565,000

Connectivity Equipment 11,609,506 9,674,588 8,062,157 6,718,464 5,598,720 4,665,600 3,888,000 3,240,000

Sub Total: 626,044,880 562,989,303 507,444,649 412,705,537 367,839,660 329,350,573 276,345,350 239,801,000

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Fixed COGS

Salary & Allowances 151,310,559 126,092,132 105,076,777 87,563,981 72,969,984 60,808,320 50,673,600 42,228,000

Telephone Access 450,965 375,804 313,170 260,975 217,479 181,233 151,027 125,856

License fees 2,564,351 2,229,871 1,939,018 1,686,103 1,466,176 1,274,936 1,108,640 964,035

Rent 16,253,308 13,544,423 11,287,020 9,405,850 7,838,208 6,531,840 5,443,200 4,536,000

Utilities 5,675,758 4,729,799 3,941,499 3,284,582 2,737,152 2,280,960 1,900,800 1,584,000

Amortization - - - - - - - -

Depreciation 56,508,085 55,934,981 50,894,183 44,807,311 30,600,093 30,861,035 29,711,561 21,023,923

Subtotal 232,763,026 202,907,010 173,451,667 147,008,802 115,829,092 101,938,323 88,988,828 70,461,814

Total COGS 858,807,907 765,896,313 680,896,316 559,714,338 483,668,752 431,288,896 365,334,178 310,262,814

Gross Profit 700,771,691 639,317,413 588,946,087 396,936,770 364,403,328 304,241,982 232,870,887 224,073,074

GP Margin 45% 45% 46% 41% 43% 41% 39% 42%

Admin Expenses:

Expenses for Data Center & Office suite 3,767,814 3,171,240 2,670,000 1,112,500

Expenses for Space Rental 6,000,000 6,000,000 6,000,000

Expenses for NTTN Project 31,651,430 26,376,192 21,980,160 18,316,800 15,264,000 12,720,000

Audit & Consultancy Fee 29,255,593 26,595,994 24,178,176 21,980,160 673,486 612,260 556,600 506,000

Communication Expenses 5,144,613 4,676,921 4,251,746 3,865,224 3,513,840 3,194,400 2,904,000 2,640,000

Conveyance 5,916,305 5,378,459 4,889,508 4,445,008 4,040,916 3,673,560 3,339,600 3,036,000

Management fee & Royalty 38,584,599 35,076,908 31,888,098 28,989,180 26,353,800 23,958,000 21,780,000 19,800,000

Entertainment 1,286,153 1,169,230 1,062,937 966,306 878,460 798,600 726,000 660,000

Business Development and R&D 4,681,598 4,255,998 3,869,089 3,517,354 3,197,594 2,906,904 2,642,640 2,402,400

Insurance 481,585 458,653 436,812 416,012 396,202 377,335 359,366 342,254

Marketing & Promotion 15,433,839 14,030,763 12,755,239 11,595,672 10,541,520 9,583,200 8,712,000 7,920,000

Office Maintenance 2,057,845 1,870,768 1,700,699 1,546,090 1,405,536 1,277,760 1,161,600 1,056,000

News Paper & Periodicals 77,169 70,154 63,776 57,978 52,708 47,916 43,560 39,600

Office Rent 17,594,911 15,995,374 14,541,249 13,219,317 12,017,561 10,925,056 9,931,869 9,028,972

Salary & Allowances 79,797,237 72,542,943 65,948,130 59,952,845 54,502,587 49,547,806 45,043,460 40,948,600

Regulatory expenses 342,974 311,795 283,450 257,682 234,256 212,960 193,600 176,000

Printing & Stationeries 1,414,769 1,286,153 1,169,230 1,062,937 966,306 878,460 798,600 726,000

Provision for Bad debts 5,270,013 4,790,921 4,355,383 3,959,439 3,599,490 3,272,264 2,974,785 2,704,350

Repair & Maintenance 1,543,384 1,403,076 1,275,524 1,159,567 1,054,152 958,320 871,200 792,000

Security & Protection 874,584 795,077 722,797 657,088 597,353 543,048 493,680 448,800

Training Expenses 11,961,226 10,873,841 9,885,310 8,986,646 8,169,678 7,426,980 6,751,800 6,138,000

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Traveling & Accommodation 10,675,072 9,704,611 8,822,374 8,020,340 7,291,218 6,628,380 6,025,800 5,478,000

Utilities 6,173,536 5,612,305 5,102,096 4,638,269 4,216,608 3,833,280 3,484,800 3,168,000

Vehicle Expenses 6,430,766 5,846,151 5,314,683 4,831,530 4,392,300 3,993,000 3,630,000 3,300,000

Depreciation 75,712,304 90,866,995 111,892,961 22,340,887 21,146,296 22,265,998 8,389,581 9,966,386

Total Admin Expenses 362,129,321 349,160,523 345,059,427 225,894,829 184,505,866 169,635,486 130,814,542 121,277,362

Net Operating Profit 338,642,370 290,156,890 243,886,660 171,041,941 179,897,461 134,606,496 102,056,345 102,795,712

Financial Expenses:

Interest on Loan/Lease - - - - - - 12,000,000

Interest on margin loan - - - - - - - -

Bank Charges 117,897 107,179 97,436 88,578 80,526 73,205 66,550 60,500

Total Financial Expenses 117,897 107,179 97,436 88,578 80,526 73,205 66,550 12,060,500

Net Profit 338,524,473 290,049,711 243,789,225 170,953,363 179,816,936 134,533,291 101,989,795 90,735,212

Other Income /(loss) 3,138,557 2,729,180 2,373,200 2,063,652 1,794,480 1,560,418 1,356,885 1,179,900

Other Income (Income from Sale of Space) 650,000,000

Interest on FDR 90,000,000 55,000,000 - - - - - -

Net Profit Before Tax 431,663,030 347,778,891 246,162,425 823,017,015 181,611,416 136,093,709 103,346,680 91,915,112

Net Profit Margin 28% 25% 19% 86% 21% 19% 17% 17%

Provision for Tax 37,101,833 31,334,799 24,348,667 235,332,420 12,485,785 9,356,442 7,105,084 8,617,042

Net Profit After tax 394,561,197 316,444,092 221,813,758 587,684,595 169,125,631 126,737,266 96,241,596 83,298,070

NPAT Margin 25% 23% 17% 61% 20% 17% 16% 16%

Profit brought forward 1,614,146,213 1,297,702,121 1,075,888,362 488,203,767 319,078,135 192,340,869 96,099,273 218,801,203

Accumulated Profit available to distribute dividend 2,008,707,410 1,614,146,213 1,297,702,121 1,075,888,362 488,203,767 319,078,135 192,340,869 302,099,273

Stock Dividend Paid 206,000,000

Profit transferred to B/S 2,008,707,410 1,614,146,213 1,297,702,121 1,075,888,362 488,203,767 319,078,135 192,340,869 96,099,273

EBITDA 560,862,758 491,958,866 406,673,805 888,190,139 231,643,850 187,733,529 140,157,487 133,786,021

No. of Shares 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000 50,000,000 38,000,000

EPS 7.89 6.33 4.44 11.75 3.38 2.53 1.92 2.19

NAV/ share 60.25 52.36 46.03 41.60 29.84 26.46 23.93 21.61

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21.4 Assumptions of Projected Income Statement (Post Private

Placement and IPO)

1. Revenue

Growth for existing product:

Internet access 10%, IT Support & Software maintenance 20%, IPLC & NPLC 10%, Equipment sale & installation 10%, application 20% in every year

New product :

NTTN revenue will be generated from January'15 and in second Qtr. Of 2016 utilization will be 100%. 10 % revenue will be increased in every year from 2017 Rental Income from IT intelligent building will be generated from January'18. Rent will be Tk. 50 pwesqft ( Rentable space 175,000 sqft) Income from value added service of IT intelligent building will be tk 40 per sqft and cost against this revenue will be tk 20 per sqft. ( Space 175,000 sqft)

Income from Data centre and office suit will be generated from July'17. 15 % revenue growth estimated

2. Variable COGS

Variable COGS estimated @ following % of respective revenue:

Internet access 75%, IT Support & Software maintenance 10%, IPLC & NPLC 30%, Equipment sale & installation 80%, application 25%, Data centre& office suite 45%,Value added service of IT intelligent building 50%

3. Fixed COGS :

20% of increment of all fixed COGS expenses estimated

4. Administrative expenses :

10% increment of all administrative expenses estimated

Depreciation estimated as per schedule

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21.1 Projected Revenue Mix in 2020

Figure 6.1 Revenue Mix in 2020

34%

26%

5%

8%

7%

1%

6%

8% 5%

Product Revenue Mix

Internet Access

IT Support & Software Maintenance

IPLC & NPLC

Equipment Sale & Installation

Application Services

Data Centre & Office suite

Office Space Rental (CTG)

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21.2 Projected Cash Flow Statement(Post Private Placement and IPO)

Particulars As on DEC. As on DEC. As on DEC. As on DEC. As on DEC. As on DEC. As on DEC. As on DEC. As on DEC.

2020 2019 2018 2017 2016 2015 2014 2013 2012

Operating Activities

Net Income from Operations

394,561,197

316,444,092

221,813,758

587,684,595

169,125,631

126,737,266

96,241,596

83,298,070

74,939,464

Adjustments For Non-cash items charged to Income

Depreciation

132,220,388

146,801,976

162,787,144

67,148,198

51,746,389

53,127,033

38,101,142

30,990,309

26,850,723

Bad debts

5,270,013

4,790,921

4,355,383

3,959,439

3,599,490

3,272,264

2,974,785

2,704,350

2,229,669

Increase or decreases in Current Assets

Accounts Receivable

7,925,495

(25,253,472)

(46,455,241)

(19,990,939)

(19,716,408)

(22,145,714)

(24,699,452)

(6,094,997)

(29,179,244)

Inter Company Current Account

10,691,032

(10,691,032)

Advance & Prepayments

(3,377,949)

(3,217,094)

(3,063,899)

(2,917,999)

(2,779,047)

(2,646,711)

(2,520,677)

(2,400,645)

(19,709,958)

Advance Against NTTN License

6,000,000

6,000,000

6,000,000

6,000,000

6,000,000

(124,000,000)

-

-

Inventory

(5,650,823)

(4,911,012)

(10,103,966)

(3,847,560)

(3,868,060)

(4,529,628)

(2,257,620)

13,176,381

(23,342,888)

Total Increase or decreases in Current Assets

4,896,723

(27,381,578)

(53,623,106)

(20,756,498)

(20,363,515)

(153,322,053)

(29,477,749)

15,371,771

(82,923,122)

Increase or decreases in Current Liabilities

Accounts Payable

-

-

-

358,102

341,049

324,809

309,342

294,611

(312,566)

Margin Loan

-

-

-

-

-

-

-

(18,913,869)

2,961,711

Advance Against floor sale

-

-

-

(950,000,000)

450,000,000

500,000,000

-

-

Liabilities For Other Finances

561,340

510,309

463,918

421,743

383,403

348,548

316,862

288,056

1,276,188

Liabilities for Expenses

936,798

851,634

774,213

703,830

639,846

581,678

528,798

480,725

656,278

Provision For Income Tax

5,767,035

6,986,132

(210,983,753)

222,846,635

3,129,342

2,251,358

(1,511,957)

(967,681)

1,038,337

Total Increase or decreases in Current Liabilities

7,265,173

8,348,076

(209,745,622)

(725,669,690)

454,493,640

503,506,393

(356,956)

(18,818,157)

5,619,948

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Cash flow from direct Operational Activities

544,213,494

449,003,487

125,587,557

(87,633,956)

658,601,635

533,320,903

107,482,818

113,546,343

26,716,681

Investment Activities

Fixed Asset addition

(75,000,000)

(95,000,000)

210,000,000

(384,000,000)

(430,000,000)

(456,000,000)

(339,000,000)

(244,066,001)

(58,068,697)

Investment

-

-

-

-

-

-

-

22,998,804

5,759,801

FDR

(500,000,000)

(350,000,000)

(550,000,000)

-

-

-

-

-

-

Net Cash Flow From Investing Activities

(575,000,000)

(445,000,000)

(340,000,000)

(384,000,000)

(430,000,000)

(456,000,000)

(339,000,000)

(221,067,197)

(52,308,896)

Financial Activities

-

-

-

-

-

-

-

-

Share Capital

-

-

-

-

-

-

120,000,000

326,000,000

-

Share premium

-

-

-

-

-

-

159,000,000

345,000,000

Dividend Paid

-

-

-

-

-

-

-

(206,000,000)

Net Cash Flow From Financial Activities

-

-

-

-

-

-

279,000,000

465,000,000

-

Net Cash Increase (Decrease) in the Year

(30,786,506)

4,003,487

(214,412,443)

(471,633,956)

228,601,635

77,320,903

47,482,818

357,479,146

(25,592,214)

Add: Opening Cash

44,807,839

40,804,352

255,216,795

726,850,751

498,249,116

420,928,214

373,445,395

15,966,250

41,558,464

Closing Cash at the end of the period

14,021,333

44,807,839

40,804,352

255,216,795

726,850,751

498,249,116

420,928,214

373,445,395

15,966,250

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22 Ownership stake

The investment of BDT 480 Million offers an equity stake of 31.58% in ANL for potential equity

investors. The resulting capital structure of the Company subsequent to the investment by potential

Private Equity investor is provided below.

Shareholders No. of Shares Face Value Taka Percentage of Shares

aamra holdings Ltd 12,600,000 10 126,000,000 33.16%

aamra resources ltd 4,522,030 10 45,220,300 11.90%

Augere Holdings (Netherlands) B.V 8,477,970 10 84,779,700 22.31%

Syed Faruque Ahmed 100,000 10 1,000,000 0.26%

Syed Farhad Ahmed 100,000 10 1,000,000 0.26%

SyedaMunia Ahmed 100,000 10 1,000,000 0.26%

Fahmida Ahmed 100,000 10 1,000,000 0.26%

Private Placement 12,000,000 10 120,000,000 31.58%

Total 38,000,000 - 380,000,000 100%

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23 Investment plan for the upcoming years

Particulars Amount (BDT)

A. Land and Land Development Cost

Land Development Cost 32,500,000

Total Land and Land Development Cost 32,500,000

B. Cost of Building Construction

Number of floors in the Building 10

Number of Parking Lot Floors 03

Space per floor in sqft 25,000

Total Space for 10 Stored Building in sqft 250,000

Total Space of Parking Lot (03 Floors) in Sqft 75,000

Construction Cost for Building per Sqft. 2,500

Construction Cost of foundation with parking per Sqft 3,000

Construction Cost of foundation with parking 225,000,000

Cost for Building Construction 625,000,000

IT Cost for Full building 850 212,500,000

1,062,500,000

C. NTTN Project

Equipment purchase for NTTN Project 80,000,000

License fee 30,000,000

Line rent advance for 25 years 100,000,000

Total initial investment 210,000,000

D. Data centre and office suite in three location outside Dhaka

(10 khata land with 6 storied building in each location)

Purchase of Land in Khata 20

Cost of Land (Tk. 2,500,000 per khata) 2,500,000 50,000,000

Utilization of land - 40% (3,000 Sft. In each floor)

Total Space for two 6 Storied Building By Sft. 36000

Construction Cost for per Sft. 3000

Total Cost for Building Construction 108,000,000

Equipment Installation & Setup Cost - 3 locations 6,000,000

Office Decoration for office suit - 2 locations 1000 36,000,000

Office Equipment for office suit - 2 locations 9,000,000

Total Data Center and Office Suite Cost 209,000,000

E. Existing Infrastructure Development Cost

Software for Automation 7,500,000

Networking development Hardwar 32,500,000

Total Infrastructure Development Cost 40,000,000

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24 Credit rating Report

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25 Profile – aamra companies (Holding Company and Sister Concerns)

aamra is a family of businesses focused

towards participating in the modernization of

Bangladesh by providing technology driven

solutions. aamra recognizes that Bangladeshi

companies need modern, technology-driven

systems, to be effective and competitive.

aamra’s business was founded on providing

customized and integrated technology-

basedsolutions that enable our customers to

maximize their business potential. aamra holds

the distribution and marketing rights of a

number of world renowned, technology driven,

products and solutions in ICT, Garments, and

Professional Developments.

Aamra started its journey in 1985 as Texas

Group of Companies. The Company had taken

on various value-added roles and had stakes in

a cross-section of businesses:

Texas Group of companies, in order to better

reflect its corporate philosophy, principals,

core values and identity changed its name to

‘aamra’in 2008.

Vision Excellence and innovation unlimited, through the power of “WE” Mission Statement To empower our customers, employees, partners and communities by providing the finest products, services and practices.

Recognitions Denoted as one of the top 500

companies in Bangladesh since 2007 by Dun & Bradstreet.

Practicing Quality Management Services (ISO 9001:2008) since 2003

Listed global supplier for United Nations since 2010.

We Promote aamra is an avid supporter and sponsor of Sports and have been supporting National Cricket, Football and the Athletics for the last 9 years. aamra is also promoting tourism in Bangladesh through sponsoring multiple events throughout the year since 2007.

Achievements WE contribute in- 51% of total RMG units exported

annually 36% of total annual revenue from RMG

sector Market Leader in- E-Payment Solutions WE are- BEPZA partner – connectivity in all

EPZs, covering 80% of clientele Connecting 85,000+ corporate work

stations IT Partner of BCB, BFF, BOA

'We believe our new name would prove our

allegiance to our roots and origin, providing a

reflection of our personal commitment to our

core values.'

Syed Farhad Ahmed

Managing Director

‘aamra is the Bangla word for ‘we’. It

recognizes the power that partnership and

cooperation has in achieving any goal. We

believe that by harnessing the strength of

togetherness with all our stakeholders,

including our customers and partners, we will

be able to surmount any obstacle in our path

and scale new heights.’

Syed Faruque Ahmed Chairman

We believe in the power of partnership. The power to achieve.

Together.

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25.1 Textile and Apparels

The flagship of aamra companies, aamra

resources limited (ARL) started its journey

back in 1987. Decades later, ARL has

established itself as a market leaderowing to

its customeroriented service and an

uncompromising attitudeto provide high-

quality specialized products and services with

best available technology.

As one of the leading indenting houses in

Bangladesh, ARL plays an important role in the

fields of apparel and textiles. Driven by success

from customer satisfaction, ARL is dedicated

to provide the highest quality standards and

ensure personalized service.

Aamra Resources Limited also holds the

distribution and marketing rights of a number

of world renowned technology driven

products.

aamra is the pioneer of computerized

embroidery and CAD/CAM in garments

sector in Bangladesh. Presently aamra has

three separate concerns contributing to this

high yielding sector of our economy.

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25.2 Professional Development & Lifestyle

aamra has come forward to explore the rising

business prospects of the Lifestyle Services

sector. Our world-class corporate fitness

center in Chittagong is equipped with State-of-

the-Art equipment. We aim to enhance the

wellness levels of corporate Bangladesh. It

has been scientifically proven that fitter

employees can actually lead to a better bottom

line.

aamra believes that to succeed, corporate

Bangladesh needs highly trained human

resources. It is only through capable and well-

qualified HR that a company can attain its

fullest potentials. With this in mind aamra has

recently invested into HR training and staffing

services sector. We endeavor to partner with

our clients to ensure they have a steady stream

of human resource to help attain their

business goals.

“Better trained employees deliver better

results” inspired the establishment of Aamra

Management Solutions (AMS) in 2008.

Offering a range of training to employees

from various telecommunications, IT, financial

and development organizations, AMS brings

together the best in technology with

extensively experienced personnel. With a

focus on building the talent base in

Bangladesh (both as individuals and in

corporations), AMS is a one-of-a-kind

operation.

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25.3 Information Technology

aamra is a pioneer in the Information and

Communication Technology industry of

Bangladesh, having launched our computer and

network services back in 1987. We have

evolved our trade initiatives in the ICT sector

with an aim to serve the market demands of a

broad range of Business IT needs. We address

all aspects of a product/project development

lifecycle, ranging from preliminary analysis and

design to hardware and software specification,

project implementation, and training, local and

International IP Capacity transmission.

At aamra we provide corporate IT solutions

offering various IT services nation-wide. We

have the expertise and specialization to provide

world-class connectivitysolutions such as

IIG, IPLC, MPLS, and NPLC. aamra places

special importance on quick adoption of new

technology.

We continuously strive to deliver true business

benefits by simplifying connectivity and

providing effective IT solution for maximum

performance, security and convenience. We

provide complete Web Solutions and

information services to both

localandforeignclients, as well as E-commerce

capabilities, order processing, payment

handling,product/services delivery, and all other

pertinent services throughout the transaction

cycle.

We also work with technology that provides

innovation for today’s converged

communication networks. Our integrated

communication gateway (ICG) product

portfolio helps enterprise, SME and SOHOs

nationwide migrate from legacy

communication networks to next generation

packet network infrastructure, all through a

single integrated suite of solutions.

aamra ensures its clients an exceptional level

of service using appropriate mix of world-

class talent, strong management focus,

dedicated business units and a strongly built

financial platform. We endeavor to provide

superior services by handling knowledge

based and manpower intensive activities to

improve the client's cost structure,

competitive efficiency, price-performance and

bottom line results.

Presently aamra has five separate business

units contributing to the ICT sector.

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25.4 Key Achievements

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25.5 Strategic Business Units

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25.6 Business & Technology Partners

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Annexure

Annexure 2: Economic overview of Bangladesh

Background

Bangladesh gained independence from Pakistan in 1971. Over the years the country went through

famine, natural disaster and political turmoil. However, following the restoration of democracy in 1991,

Bangladesh has set its course to become a stable political regime with rapid development, conducive

regulatory environment and developing capital markets. Bangladesh is located in South Asia with

close proximity to major emerging markets like China and India. This gives the country an added

advantage because of easy access to cheap raw materials sourcing with lower transportation costs

and shorter lead times. Bangladesh has reformed its regulations to improve the investment climate for

foreign investors; it now allows 100% foreign ownership of companies other than defense

equipments, reserve forestry, atomic energy, currency printing and minting with full repatriation of

capital and interest.

Bangladesh has been included in the “Next Eleven” (N-11) economies of the world by Goldman

Sachs. The N-11 countries are assumed to follow the BRIC nations, who are forecast to give the

developed nations competition in the near future. J.P. Morgan included Bangladesh in the “The

Frontier Five” in its publication in a report in 2007. “The Frontier Five” was selected on the relative

attractiveness of these markets based on macro-economic and demographic trends. On the same

note, PriceWaterHouseCoopers considered Bangladesh for a shortlist of 13 Emerging markets to

achieve remarkable economic growth in the paper “The World in 2050”. Also, the World Bank has

ranked Bangladesh as 17 for ‘Investor Protection’ above India (29) and Vietnam (143).

Macroeconomic Overview

Bangladesh has been quite resilient to the effects of the global recession. During FY 2010/11, the

Bangladesh economy attained 6.66% real GDP growth, mildly impacted by the global slowdown, due

to limited exposure of the banking system to global financial markets and strong domestic demand.

The main contributors to the Bangladeshi economy are the ready-made garments industry and the

remittances from workers abroad.

GDP Growth

Bangladesh managed to maintain a satisfactory annual GDP growth rate of around 6% despite two

major natural disasters, uncertain political landscape from September, 2006 to December, 2008 and

aftermath of the global recession. The annual GDP Growth rates for the last six years are given in the

graph below.

Figure 0-1: Resilience of Bangladesh Economy (Source: World Bank)

6.63% 6.43% 6.19%

5.74% 6.07%

6.66%

5.00% 5.50% 6.00% 6.50% 7.00%

2006 2007 2008 2009 2010 2011

GDP Growth Rate of Bangladesh

GDP Growth Rate

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Bangladesh economy has been quite impervious to external and natural shocks. The economy has

bounced back strongly and speedily for a number of adverse economic and environmental events

since its liberation, as indicated in the graph below.

Figure 0-2: Resilience of Bangladesh Economy

\\\

\\

Source: Bangladesh Bank

Composition of GDP

The economy of Bangladesh is dominated by the service sector which contributes to about 53% of the

GDP of the country. The pie chart below shows the composition of the sector wise contribution to

GDP. This mix has been fairly maintained over the past few years.

Figure 0-3: Composition of GDP

18%

29% 53%

GDP

Agriculture

Industry

Services

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Fiscal and Monetary Aspects

Major fiscal and monetary aspects that have major implication on the investment environment are

briefly discussed below.

Budget Deficit

Bangladesh has maintained a balanced fiscal deficit despite the continued economic growth. Over the

last ten years, budget deficit had been moderate which limits financial risk associated with the

economy. Further, the public debt as a % of GDP has been gradually falling towards 22% level by FY-

2010/11 from over 34%% due to moderate budget deficit and growing remittances.

Figure 0-4: Budget Deficit and Government Debt Ratios to GDP

Source: www.tradingeconomics.com | Bangladesh Bank

Source: www.tradingeconomics.com| Bangladesh Bank

-3.7 -3.4 -3.4 -3.7 -3.3 -3.2

-5.3

-1.6

-3.6 -2.9

-6

-4

-2

0

2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Budget Deficit

Percentage of GDP

34.4 34.4 33.9 29.9 31.1 29.7

27.7 24.2 22.8

0 0

5

10

15

20

25

30

35

40

2003 2004 2005 2006 2007 2008 2009 2010 2011

Government Debt Ratios to GDP

Percentage of GDP

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i. Balance of Payments

Although Bangladesh has trade deficit, the gap is shrinking with rising exports. The current account

balance was positive since 1996 due to large inflows of remittances from the workers living outside

Bangladesh.

Table 0-1: Balance of Payment

2007 2008 2009 2010 2011

Current Account Balance 936 702 2416 3724 995

Overall Balance 1493 331 2058 2865 -925

Source: Bangladesh Bank Annual Report

ii. Exchange Rates:

The exchange rate against dollar has been quite stable with 3.5% yearly depreciation over last 10

years. The exchange rate is determined by a floating rate exchange system from 2003.

Figure 0-5: Historical Exchange Rate Movement

Source: Bangladesh Bank

57.43 57.9 58.94 61.39 67.08 69.03 68.6 68.8 69.18 71.71

81.2

0

20

40

60

80

100

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

BD Taka

BD Taka

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iii. Inflation

The inflation rate of Bangladesh has been quite steady in the last few years. Inflation rate decreased

to 8.8% in the last fiscal year mainly due to fall in food and petroleum price in the global market.

Figure 0-6: Historical Inflation Rate Movement

Source: Bangladesh Ban

Capital Markets Overview

Securities and Exchange Commission (SEC), formed in 1993, is the regulatory body to oversee the

operations of capital market in Bangladesh. The country has two stock exchanges, one in Dhaka and

the other in Chittagong, with Dhaka being the prime bourse in the country. The Central Depository

Bangladesh Limited provides depository services to both exchanges. The key industry players of the

capital market include commercial banks, merchant banks, stock brokers, credit rating agencies,

asset management companies and mutual funds.

Market capitalization inclusive of new issues increased remarkably by 5.7 percent to Taka 2853.9*

billion or 36.2 percent of GDP at the end of FY11 from Taka 2700.7 Billion at the end of FY10 in

Dhaka stock exchange (DSE). In FY11, the amount of turnovers in the secondary market also

increased by 27.1 percent and 48.2 percent respectively at DSE and CSE. In FY11, all-share price

index in DSE and CSE decreased by 0.4 and 5.8 percent respectively. Day to day changes in price

indices and market capitalization in FY11 were mainly reflected by local conditions with a momentous

response during the year.

2.79

4.38

5.83 6.49

7.16 7.2

9.94

6.66 7.31

8.8

0

2

4

6

8

10

12

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Inflation (%)

Inflation

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Figure 0-7: Bangladesh Stock Market Highlights

Source: Bangladesh Bank Annual Report

Present Capital Market Trends

Nineteen companies raised new equity of Taka 27.9 billion in the capital market in FY11 In market capitalization excluding treasury bonds and debentures, the financial sector

dominated with 49.2 percent share, followed by services and miscellaneous (26.2 percent), manufacturing (24.3 percent) and corporate bonds (0.3 percent) at end JuneFY11.

Book Building system has been introduced to price IPOs of companies with strong fundamentals, which is expected to increase the flow of quality stocks into the market.

The market had shortage of quality debt instruments. However, with the introduction of BASEL II, commercial banks are expected to bridge their capital shortfall via bonds. This is likely to help develop the secondary debt market.

SEC is striving to raise the quality of corporate governance to prevent any debacle of the stock market like 1996.

More mutual funds are being launched. The professionally managed funds would help to stabilize the market in an event of short term fluctuation or speculative bubble.

Economic Outlook The medium to long term outlook of Bangladesh is highly attractive. Apart from the snapshot of

economy, the following aspects also point to the potentials of the country. The country is expected to

maintain its present growth rate and once it starts to capitalize on its geographical and other

advantages, it IS expected to post double digit growth rate in the future. In fact, Bangladesh targets

to achieve a GDP growth rate of 10% by the end of FY-2017 and by 2021 Bangladesh plans to meet

the Millennium Developments goals to become a middle income country.

Huge domestic market - A country of more than 160 million people, together with a rising

middle income segment contributes to huge domestic demand.

Bangladesh is an ethnically homogeneous country with ample supply of skilled and unskilled

manpower at wage rates amongst the lowest anywhere. Bangladesh has 60% of its

population in 0-25 year’s class

Bangladesh is located virtually as a land-bridge between the emerging markets of South Asia

and the fastest growing markets of South East Asia and the ASEAN countries. India and

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China which accommodate more than 25% of world population can act as a major catalyst

behind Bangladesh’s growth.

The LDC status of Bangladesh is an important opportunity for foreign investors to use

Bangladesh as a manufacturing base for preferential access to markets in advanced

economies.

Bangladesh has been remarkably successful in controlling populating growth (from an

average rate of 2.4% during 1980-90 to 1.5% in 2000)

Bangladesh has been mobilizing domestic resources at an increasing rate and domestic

resources currently finance more than 50% of its development budget.

Private sector accounts for more than 90% of the economic activity unlike many other

countries.

Bangladesh has never defaulted in its debt-service liabilities to multi-lateral and bilateral

donors, has excellent relationships with all neighbouring countries and always has a neutral

image in international disputes. Bangladesh achieves Ba3 (Moody's) stable rating for 3rd

consecutive year and BB- (S&P) sovereign rating with stable outlook for three consecutive

years 2010, 2011,2012.