sk trims & industries limiteda-96, bscic i/e, kalurghat (extn.), ps- chandgoan, chittagong. po:...

SK Trims & Industries Limited

ANNUALREPORT2018

TABLE OF

01 I SK Trims & Industries Ltd.

Letter of transmittal 02

Notice of the 4th Annual general Meeting 03

Corporate Directory 04

Five Years’ Financial Summery 05

The Company 06

Our Vision, Mission, Objectives and Values 07

The Board of Directors 08

Chairman’s Statement 10

Managing Director's Message 11

Photo Gallery 12

Directors’ Report 13

Management Discussion and Analysis on Financial Position and Performance 18

Audit Committee report 19

MD & CFO’s Declaration to the Board of Directors 20

Certificate of Corporate Governance Compliance Report 23

Report of Corporate Governance Compliance Guidelines 24

Auditors’ report to the Shareholders 33

Statement of Financial Position 34

Statement of Profit or Loss & Other Comprehensive Income 35

Statement of Changes in equity 36

Statement of Cash Flows 37

Notes to the Financial Statements 38

Proxy form & attendance slip 59


LETTER OF TRANSMITTAL

All Shareholders,Bangladesh Securities and Exchanges Commission,Registrar of Joint Stock Companies & Firms,Dhaka Stock Exchange Limited,Chittagong Stock Exchange Limited.

Subject: Annual Report for the Year Ended 30th June, 2018.

Dear Sir/Madam,Enclosed pleased find a copy of Annual Report together with the Audited Financial Statements including Statement of Financial Position as at 30th June 2018 and Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity & Statement of Cash Flows for the year ended 30th June, 2018 along with notes to thereon of SK Trims & Industries Limited for your kind information and records.

Thanking you

Sincerely Yours’

Sd/-Siran Bin SarwarCompany Secretary


NOTICE OF THE 4TH ANNUAL GENERAL MEETINGNotice is hereby given that the 4th Annual General Meeting (AGM) of the shareholder of SK Trims & Industries Limited will be held on Thursday, December 20, 2018 at 10.00 A.M at Sea Shell Hotel, Road No 13, Sector-10, Uttara Model Town, Dhaka -1230 to transect the following business:.

AGENDA1. To received, consider and adopt the Directors’ Report and approve the Auditors’ Report and Financial Statements

for the year 2017-2018.

2. To approve the dividend for the year ended 30th June, 2018 as recommended by the Board of Directors.

3. To elect/re-elect/resign directors as per terms of the relevant provision.

4. To appoint the Auditors of the company and fix their remuneration for the year 2018-2019.

5. To appoint Auditors/Professionals for Compliance of Corporate Governance Code.

6. To transact any other business with permission of the Chair.

By order of the Board

Sd/-Dated: November 26, 2018 Siran Bin Sarwar Company Secretary

Note:1 The Shareholders whose name will be appeared in the share register of the company or in the depository register on the record date, i.e., November 22, 2018 will be entitled to attend the AGM and to receive the dividend.

2. A Member entitled to attend and Vote at the General Meeting may appoint a Proxy to attend and vote on his/her behalf.Proxy form, a�xed with requisite revenue stamp of tk. 20/-, must be submitted at the Head O�ce of the Company notlater than 48 hour before the time fixed for the meeting.

3. Admission to the Annual General Meeting will be allowed strictly on production of the attendance slip sent with the Notice aswell as verification of signature of Member (s) and/of Proxy-holder(s).

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Notice Of The 4th AnnualGeneral Meeting


CORPORATE DIRECTORYBOARD OF DIRECTORSMd. Tafazzal Hossain Forhad : Chairman

M. A. Kayum Howlader : Managing Director

Md. Atiqur Rahman : Director

Abdur Razzak : Nominee Director of Global Max Packaging Limited

Sheikh Nasir Uddin : Independent Director

Audit Committee

Sheikh Nasir Uddin : Chairman

Abdur Razzak : Member

Md. Atiqur Rahman : Member

Siran Bin Sarwar : Member Secretary

Company Secretary : Mr. Siran Bin Sarwar

Chief Financial Officer : Mr. Md. Robiul Islam

Head of Internal Audit : Mr. Md. Nazmul Hossain

Auditor : Ahmad & Akhtar,

Chartered Accountants

Banker : FSIBL

: SIBL

: Mercantile Bank

Legal Adviser : Reckon Associates

Insurer : Green Delta Insurance Company.

Registered Office : 45, Madrasa Road, 111/33 Tilargati, Sataish, Tongi, Gazipur-1712

E-mail : [email protected]

Website : www.sktrimsin.com

Factory : 45, Madrasa Road, 111/33 Tilargati, Sataish, Tongi, Gazipur

Bangladesh.


FINANCIAL HIGHLIGHTS

Operational Result Amount in Taka

30 June 2018 30 June 2017 30 June 2016 30 June 2015 30 June 2014

Revenue 691,391,358 458,984,210 349,377,435 201,449,715 118,680,803

Gross Profit 149,969,081 99,055,816 75,828,405 43,893,686 25,854,652

Profit from Operation 11,405,869 70,740,604 53,988,297 24,359,758 9,887,577

Net Profit Before Tax 95,511,594 64,426,133 49,916,967 20,756,265 7,388,249

Net Profit After Tax 86,299,488 53,053,892 41,142,737 17,117,496 6,095,306

Net Cash Generatedfrom Operating activities

Financial Position 30 June 2018 30 June 2017 30 June 2016 30 June 2015 30 June 2014

Non-Current Assets 409,467,603 393,529,762 146,162,700 93,792,344 82,407,222

Current Assets 972,316,183 197,779,915 139,399,777 79,982,526 50,640,035

Shareholder's Equity 897,613,612 511,524,466 63,366,477 22,117,496 46,669,200

Non-Current Liabilities 14,510,313 10,413,576 100,782,285 73,163,053 3,753,928

Key Financial Ratio 30 June 2018 30 June 2017 30 June 2016 30 June 2015 30 June 2014

Current Ratio 2.07 2.85 1.15 1.02 0.61

Quick Ratio 1.74 1.68 0.63 0.38 0.24

Debt to Equity Ratio 0.13 0.06 1.64 3.44 1.82

Net Income Ratio (%) 12.48% 11.56% 11.78% 8.50% 6.23%

Return on Equity (%) 9.61% 18.46% 96.26% 72.44% 15.83%

Earnings Per Share (Basic) 2.08 4.65 4.16 2.17 -

Earnings Per Share (Adjusted) 1.23 0.76 0.59 0.24 -

80000000

70000000

60000000

50000000

40000000

30000000

20000000

10000000

0Year

Rev

enue

2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

3,237,027 57,851,701 13,719,065 1,380,818 1,197,321

CorporateHistory

SK Trims & Industries Limited was incorporated in Bangladesh as a Private Limited Company with the issuance of Certificate of incorporation bearing no. C-116347/14 dated on June 01, 2014 by the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh. Later on, April 25, 2016, the name of the Company was changed to SK Trims & Industries Limited. The Company Converted into public Limited company on August 13, 2017.

The Company started its commercial operation on 01 June 2014. SK Trims & Industries Limited has engaged in manu-facturing, of all kinds of Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Tissue Paper, Gum Tape etc. for export oriented garments industry.

SK Trims & Industries Limited is a 100% deemed export oriented company. Its products are marketed based on buyer’s requirement. It exports Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Tissue Paper, Gum Tape etc. against L/C. It supplies to export oriented garments industry against Back to Back L/C.All 100% export oriented garments industries are the main buyer.Its work as deemed exporter.

THE COMPANY



MISSION STATEMENTOur mission is to provide high quality garments accessories to satisfy our client’s needs through a range of efficient and effective manufacturing activi-ties and delivered on a holistic basis

VISION STATEMENTIn order to realize the mission, we will:Strive for attaining a leadership position in our business sector.Provide products and services of high and consistent quality, ensuring value for money to our customerAttain a high level of productivity in all our operations through effective utilization of time and adoption of appropriate technology.Ensure superior return on investment through judicious use of resources and efficient operations, utilizing our core competencies.

OUR OBJECTIVES To achieve highest standards in quality, delivery and compliance.

To achieve high e�ciency measures in production units.

To protect the interest of all shareholders

To work hard to optimize profit through conduction of transparent business operations.

OUR VALUESSafety First

Continuous Improvement

Customer Focus

Transparent Business

Fairness

THE BOARD OF DIRECTORS

Md. Tafazzal Hossain ForhadChairman, SK Trims & Industries Ltd.Md. Tafazzal Hossain Forhad was born in 1 January 1963 in an illustrious family of Noakhali. Her father is Golam Moula and mother is Mohsena Khatun and spouse is Sultana Parvin. His residence address: House No. # 02 Flat No. # 03, Road No. # 103, Gulshan-2, Dhaka-1212. Md. Tafazzal Hossain Forhad obtained his M. Com from AIUB.Md. Tafazzal Hossain Forhad is the Chairman of SK Trims & Industries Ltd.

M. A. Kayum HowladerManaging Director, SK Trims & Industries Ltd.

M. A. Kayum Howlader was born in 01 January, 1974 in an illustrious family of Barisal. His father is M. A. Hakim Howlader, mother is Rezia Begum and spouse is Ruma Kumkum. His residence address: House No. # 20, Road No. # 23, Sector # 07, Uttara, Dhaka.M. A. Kayum Howlader obtained his B.A from Babugunj Degree College, Barisal. He has vast experience of garments accessories business.M. A. Kayum Howlader is the Managing Director of SK Trims & Industries Ltd., 100% deemed export oriented ready-made garments back-ward linkage industry of RMG sector, and Director of Global Shoes Ltd.

Md. Atiqur RahmanDirector, SK Trims & Industries Ltd.

Md. Atiqur Rahman was born in 1 December, 1981 in an illustrious family of Barisal. His father is Md. Bazlur Rahman, mother is Mst. Israkon Nessa and spouse is Mrs. Nahid Sultana. His residence address: Vill-Baherchor Ghoshkathi, Baherchor Ghoshkathi, PO- Baherchor Ghoshkathi-8210, Barisal. Md. Atiqur Rahman obtained his M. Sc (Physics) from Tejgaon College, Dhaka. He has vast knowledge in accessories business & has been working in this field for about 10 years. Md. Atiqur Rahman is the Director of SK Trims & Industries Ltd.


Abdur Razzak (Nominee Director of Global Max Packaging Limited)

Director, SK Trims & Industries Ltd.

Abdur Razzak was born in 2 November, 1967 in an illustrious family of Barisal. His father is Late. Abdur Satter Howlader, mother is Khaleda Begum and spouse is Mrs. Shahida Nur. His residence address: Plot-A-94, A-95 & A-96, BSCIC I/E, Kalurghat (Extn.), PS- Chandgoan, Chittagong. PO: 4212. Abdur Razzak obtained his M. Sc Engineering from Moscow Power Engineer-ing Institute. He has vast experience in the field of accessories business. Abdur Razzak is the Director of SK Trims & Industries Ltd.

Sheikh Nasir UddinIndependent Director, SK Trims & Industries Ltd.

Sheikh Nasir Uddin was born in 9 July, 1968 in an illustrious family of Gopalgonj. His father Late Alimuddin Sheikh, mother is Late Jahurun Nessa. His residence address: 48, 49 Kakrail, Flat No# C-7, Ramna, Dhaka. Sheikh Nasir Uddin obtained his M. Com (Management) from University of Dhaka. He has a sole proprietorship business of his own, which has been in opera-tion for 20 years. Now Sheikh Nasir Uddin has been appointed as the Independent Director of SK Trims & Industries Ltd.


CHAIRMAN’S STATEMENTDear Valued Shareholders

Assalamualaikum,It is great pleasure for me to be here with you at 4th Annual General Meeting. On behalf of the Board of Directors I express my heartfelt thanks and profound gratitude to you for your support and trust. It is my privilege to present to you Annual Report for the period from 1st July, 2017 to 30th June, 2018.

It’s my pleasure to present you Annual Report containing Report of Board of Directors, Audited Financial Statements It gives me immense pleasure that we get the opportunity to meet with all of you, discuss on the performance of the concerned year of the company and sharing the views.

In the financial year July 2017 to June 2018 SK Trims & Industries Limited performed very well. The company acquired Machineries around amounting Tk. 18.9 million. We are pleased to report that the company’s Revenue for the year ended June 30, 2018 is Tk. 691.39 million. Net Profit after tax for the year is Tk. 86.29 million. Net profit margin is 12.48% of total Sales Revenue. Hence, Earning Per Share (EPS) is Tk 2.08. The board of Director has recommended 10% Stock & 2% Cash Dividend for year ended 30th June, 2018. The Board of Directors of the Company is committed to delivering good Governance and exercise best practices in all respects.

I on behalf of the Board would like to express my sincere thanks to the valued shareholders for the having the confidence on the Board of the company throughout the year. I am also grateful to the Bangladesh Securities and Exchange Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited, Registrar of Joint Stock Companies & Firms, and Central Depository Bangladesh Limited, Banks and Financial Institutions and other stakehold-ers for their support and patronage extended to the company from time to time.

I embrace your support and seek your co-operation by all means for a brighter future for all.

Thanking you

Regards

Sd/-Md. Tafazzal Hossain Forhad Chairman


Managing Director's MessageDear valued shareholders,

Assalamualaikum,

It gives me immense honor and pleasure to welcome you to our 4th Annual General Meeting. I am very pleased to announce that this is the 1st AGM after Initial Public Offer (IPO). We are at our best to add value to the company and shareholders.

I am delighted to announce that the year 2017-2018 has been a successful year for the company. SK Trims & Industries Limited has earned the highest profit in the year 2017-2018 since its inception. Bangladesh economic outlook is very rosy. We expect that our company will more better in the coming year.

We believe that our efficient management and skilled labor are the backbone of the company. The company will continue to hold the sustainable and steady growth and profits in the coming years with bringing good returns to all the stakeholders.

With warm regards

Sd/-M. A. Kayum Howlader Managing Director


PHOTO GALLARY


Dear Shareholders,

Assalamualaikum,On behalf of the Board of Directors and on my own behalf I welcome you all to 4th Annual General Meeting. The Board of Directors is pleased to take the opportunity to present you the Audited Financial Statements of the Company for the ended June 30, 2018, Auditors’ report and the Directors’ Report thereon along with Company’s performance and other matters in terms of Companies Act, 1994, International Accounting Standards, the guideline issued by Bangladesh Securities and Exchange Commission, listing regulations of Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd. and other applicable rules and regulations.

BackgroundSK Trims & Industries Limited was incorporated in Bangladesh as a Private Limited Company with the issuance of Certificate of incorporation bearing no. C-116347/14 dated on June 01, 2014 by the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh. Later on, April 25, 2016, the name of the Company was changed to SK Trims & Industries Limited. The Company Converted into public Limited company on August 13, 2017.

The Authorized capital of the company is Tk.1,000.00 million and paid up capital 700.00 million. The Company was listed to DSE and CSE on 2018.

RevenueAs you are aware that the Company is 100% deemed exporter, mainly engaged in the business of manufacturing of all kinds of Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Tissue Paper, Gum Tape etc. and supply to the oriented garments Industries. The revenue stood at 691.39 million for the year 2017-2018 under BTB L/C.

The operating financial results of the Company for the year ended June 30, 2018 as compared to previous year are summarized

Hereunder:

Industry outlook and possible future developments in the industryThe company is 100% deemed exporter, mainly engaged in the business of manufacturing of all kinds of Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Tissue Paper, Gum Tape etc. for use in export oriented garments. Competitive wage rate together with easily trainable workforce, entrepreneurial skill, expanding supply side capacity, and government policy support helped to translate the comparative advantages into competitive advantages of this industry. The core strength of the accessories sector is its backward linkage.

DIRECTORS’ REPORT

Revenue 691,391,358 458,984,210Gross Profit 149,969,081 99,055,816Net Profit Before Tax 95,511,594 64,426,133Current Tax 9,212,106 11,372241Net Profit After Tax 86,299,488 53,053,892Gross Margin (Revenue) 21.69% 21.58%Net Margin (BT) 13.81% 14.73%Net Margin (AT) 12.48% 11.26%Earnings per Share-Basic (EPS) 2.08 4.65Diluted Earnings per Share (EPS) 1.23 0.76Number of Shares 7,00,00,000 4,00,00,000

Particular June 30, 2018 June 30, 2017


Segment ReportingThe company operates in one segment, which is the business of garments accessories.

Risk and concernsChanges in the existing global or national policies can have either positive or negative impacts for the company. Any price hike of raw materials due to change in policy in the international market might hamper the product price and profitability. Moreover, the performance of the company may be a�ected by the political and economic instability both in Bangladesh and worldwide. Any instance of political turmoil and disturbance in the country may adversely a�ect the economy in general. Similarly, risks and concern of the industry depends on the upcoming Government policy as well. However, garments being the major foreign currency earner have always enjoyed special consideration from all the successive Governments and expectation is that it will continue in the future.

A discussion on cost of goods sold, gross margin and net profit margin:

Discussion on continuity of extra-ordinary gain or lossThere is no significant extra-ordinary gain or loss during the financial year.

Related party transactionsRelated party transactions has been disclosed in note nos. 25.02 of the notes to the financial statements.

Significant variance of financial statementsOur sales have been increased in financial year 2017-18 from around tk. 46 Crore to around tk. 69 Crore. Hence net profite and EPS have been increased. On the other hand the payment to suppliers and the number of shares increased. So Net Operating Cash Flow per Share has been decreased.

Utilization of IPO fundIn the financial year 2017-2018 we have started our utilization of IPO proceeds. In this regard we have reported to BSEC, DSE and CSE on monthly basis.

Compliance of Notification No BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018.Board Size: The number of members of the Board of Directors stands 5 (including one Independent Director) as per direction given by BSEC.

Independent DirectorsAs per Bangladesh Securities and Exchange Commission notification No BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 the board of directors of SK Trims & Industries Limited appointed Mr. Sheikh Nasir Uddin on August 30,2017 as Independent Directors for a three year term. Subsequently the appointment of Mr. Sheikh Nasir Uddin was confirmed in the 3rd Annual General Meeting held on December 31, 2017 by the Shareholders.

Subsidiary Company The company has no subsidiary company.

Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS)As per corporate governance of BSEC, the company has allocated the responsibilities as follows:

Managing Director : M. A. Kayum Howlader Company Secretary : Mr. Siran Bin SarwarChief Financial O�cer : Mr. Md. Robiul IslamHead of Internal Audit : Mr. Md. Nazmul Hossain

Cost of Goods Sold 78.31% 78.42%Gross Profit 21.69% 21.58%Net Profit for the year 12.48% 11.26%



Duties of CEO & CFO The provision of BSEC regulations has been compiled.

Audit CommitteeThe Audit Committee, as a subcommittee of the Board of Director, has been constituted of three members from the board of directors with one Independent director as a chairman. The company Secretary acts as Secretary to the Audit Committee. This committee assists the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company. The Audit Committee shall conduct at least its four meetings in a financial year. The quorum of the meeting of the Audit committee shall beconstituted in presence of either two members or two-third ofthe members of the Audit Committee, whichever is higher,where presence of an independent director is a must. Audit committee is responsible to the Board of Directors and its roles and responsibilities are clearly set forth. The role of the Audit Committee has been started in the annual audit committee report.

Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee (NRC), as a sub-committee of the Board of Director has been consti-tuted of three member from the board of directors with one Independent director as a chairman. The company Secre-tary acts as Secretary to the Nomination and Remuneration Committee. The Nomination and Remuneration Committee assists the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive of the company. NRC is responsible to the Board of Directors and its roles and responsibilities are clearly set forth.

The Board has created code of conduct for nomination and remuneration committe. And nomination and remuneration committe will be complied with in stipulated time.

External Statutory AuditorsThe BSEC guidelines are being strictly followed in engaging statutory Auditors.

Maintaining a websiteThe company maintains an official website, www.sktrimsin.com, which is linked with the website of the stock exchange.

Reporting and Compliance of Corporate Governance Requirement of the above are being complied with and is shown as Annexure-I

Directors’ Appointment and Re-AppointmentWith regard to the appointment, retirement and re-appointment of directors, the company is governed by its Articles of Association, the Companies Act, 1994 and other related legislations. Accordingly, the following Director of the Board will retire at the annual general meeting:

1.Mr. Md. Tafazzal Hossain Forhad

2. Mr. M.A Kayum Howlader

Mr. Md. Tafazzal Hossain Forhad and Mr. M.A Kayum Howlader will be re-appointed as director subject to the approval of the members at the 4th Annual General Meeting of the company.

Shareholding of DirectorsThe shareholding of directors at the end of 30th June, 2018 is shown as Annexure-II of this report.

Directors involved in other companies are shown as Annexure-III.


Board Meeting and Attendance8(Eight) Board Meetings were held during the year. The attendance record of the directors is as given below:

Director’s remunerationDirector’s remuneration is shown in the note no. 25.02 of thenotes to the Financial Statements.

Statement of Directors on Financial ReportsIn accordance with the Bangladesh Securities and Exchange Commission Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June, 2018, the Directors are pleased to confirm the following: i. Proper books and accounts of the company have been maintained.ii. Appropriate accounting policies have been applied consistently in preparation of the Financial Statements and the accounting estimates are based on reasonable and prudent judgment.iii. The International Financial Reporting standards, as applicable in Bangladesh, have been followed in the preparation of the financial statements.iv. The Financial Statements prepared by the management of the issuer company present fairly its state of a�airs, the results of its operation, cash flows and changes in equity.v. Internal control system is sound and has been implemented and monitored e�ectively.vi. Minority shareholders have been protected from abusive actions by controlling shareholders acting either directly or indirectly.vii. No bonus shares or stock dividend has been or shall be declared as interim dividend.viii. The key operating and financial data for the last five years are shown on page 5.ix. The pattern of shareholding is provided in Annexure-II of the annual report.

Internal ControlThe Board has ultimate responsibilities to establish the e�ective system of internal control. To ensure internal control regarding risk management, financial control and compliance legislation, the company already has a strong internal audit department.

Going ConcernWhile approving the Financial Statements, the directors have analyzed the Financials Statements, business operation as well as other indicators for enabling them to understand the ability of the company to continue its operation for a foreseeable period. Directors are convinced and have a reasonable expectation that the company has adequate resources to continue its operation consistently for the foreseeable future.

DividendThe Board of Directors has recommended 10% Stock & 2% Cash Dividend to the Shareholders for the year ended June 30, 2018, subject to the approval in the forthcoming AGM. The dividend will only be entitled to the shareholders whose names will be appeared in the share register of the company /Depository Register of CDBL on record date i.e. Novem-ber 22, 2018.

Statutory AuditorsChartered Accountants firm, Ahmed & Akhter Chartered Accountants, BCIC Bhaban (3rd Floor) 30-31, Dilkusha, C/A, Dhaka-1000 was appointed as External Auditor for the year 2017-2018 of the Company by the shareholders in 3rd AGM held on December 31, 2017. Ahmed & Akhter Chartered Accountants has carried out the audit for the year 2017-2018. This is their 2nd year audit in the Company and the firm is eligible for re-appointment for the year 2018-2019.

Name of DirectorsMd. Tafazzal Hossain Forhad Chairman 6 M.A. Kayum Howlader Director & Managing Director 8 Abdur Razzak Director 5 Md. Atiqur Rahman Director 4 Sheikh Nasir Uddin Independent Director 5

Designation No. of Meetings Attended


The Audit Committee reviewed the proposals for re-appointment and conducted a formal assessment and recom-mended to the board for appointment of Ahmed & Akhter Chartered Accountants as the statutory auditor for the year 2018-2019.

Upon the recommendation of the Audit Committee, the board of directors is proposing the appointment of Ahmed & Akhter Chartered Accountants, BCIC Bhaban (3rd Floor) 30-31, Dilkusha, C/A, Dhaka-1000 as the Statutory Auditor to the shareholders in the 4th AGM for approval and fix their fees.

Professionals for Compliance of Corporate Governance CodeThe board has appointed M/s. Mazumdar Sikder and Associates, 105/A (3rd Floor) Kakrail, Dhaka-1000 as professional for Report on Compliance Governance Guidelines for the year 2018-19.

AcknowledgmentI would like to take this opportunity, on behalf of the Board of Directors, to express my heartfelt gratitude to the valued shareholders, clients, and well-wishers at home and aboard for their wholehearted co-operation and active support in discharging the responsibilities lies on me and the Board during the year.

I also would like to thank Bangladesh Securities and Exchange Commission (BSEC), Dhaka Stock Exchange Limited (DSE), Chittagong Stock Exchange Limited (CSE), Registrar of Joint Stock Companies and Firms (RJSC), Central Depository Bangladesh Ltd. (CDBL), Government and many others for their sincere support and wholehearted co-operation to our company.

I, on behalf of the Board, also put on record my deep appreciation for the services and loyalty of all the Directors, Executives, o�cersand employees, workers of the company at all levels without which we could not have achieved this result.

I now appeal to the magnanimity of valued shareholders to kindly accept and approve the Auditors’ Report, Audited Financials Statements 2018 and Directors’ Report placed before you.

Thanking you,

On behalf of the Board of Directors,

Sd/-Md. Tafazzal Hossain Forhad Chairman


Management Discussion and Analysis onFinancial Position and Performance

In the financial 2017-18, SK Trims & Industries Limited generated sales amounting to tk. 691.39 million, comparing to tk. 458.98 million in 2016-17. Net profit after tax in the financial 2017-18 was Tk. 86.30 which was tk. 53.22 million in financial year 2016-17. Debt to equity ratio has been very low that indicates company is financially solvent.

Accounting policy and estimation for preparing financial statements have been remained same as it was before. Hence, there is no effect in this regard.

Peer companies of SK Trims & Industries Ltd. are Olympic Accessories Ltd. (OAL), KDS Accessories Ltd. (KDS) The comparisons for the year ended 30th June 2018 are as follows.

The economic scenario of Bangladesh has been good. In last fiscal year Bangladesh enjoyed 7.86% economic growth. Per capita income has been increased to USD 1751 in 2017-18, which was USD 1610 in FY 2016-17. We are going to be middle income county by 2027. Export is experiencing mild growth and Forex Reserve around USD 32 billion plus. The world economy has been recovering from economic meltdown of 2008. Global growth for 2018–19 is projected to remain steady at its 2017 level. Global growth is projected at 3.7 percent for 2018–19.

As far as risks are concerned, SK Trims & Industries Limited is exposed to foreign exchange risk, inflation risk. Foreign exchange risk is trade-off between export and import. As we have to make less payment against export earning, foreign exchange risk is mitigated. In terms of inflation, this is adjusted in sales price. Hence, company can mitigate this risk as well.

Sd/-M. A. Kayum HowladerManaging Director

Sales (Million Tk.) 691.39 1356.74 2070.86Net Profit Margin (Million Tk.) 86.30 120.10 132.98Net Profit Ratio (AT) 12.48% 8.85% 6.42%Net Cash Flow Per Share 0.08 1.82 3.08EPS 2.08 0.78 2.21NAV 12.82 15.49 24.88

Indicator OALSK TRIMS KDS


AUDIT COMMITTEE REPORTFOR THE YEAR ENDED JUNE 30, 2018

SK Trims & Industries Limited established an audit committee as a sub-committee of the Board of Directors. The committee supports the Board in fulfilling its oversight responsibilities.

The audit committee of SK Trims & Industries Limited Consist of the following Board members:

Sheikh Nasir Uddin : Chairman

Abdur Razzak : Member

Md. Atiqur Rahman : Member

Siran Bin Sarwar : Member Secretary

The Roles and Responsibilities of the Audit Committee The Role and Responsibilities of the Audit committee are clearly mentioned in the Compliance of Corporate Govern-ance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) are as follows:

• Oversee the financial reporting process.

• Monitor choice of accounting policies and principles.

• Monitor Internal Control Risk management process.

• Oversee hiring and performance of external auditors

• Review the Annual Financial Statements before submission to the board for approval.

• Review the quarterly and half yearly Financial Statements before submission to the Board for approval.

• Review the adequacy of internal Audit function.

• Review statement of significant related party transactions submitted by the management.

• Review Management letter/Letter of Internal Control weakness issued by statuary auditors.

Activities carried out during the yearThe committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration, The Committee had overseen, reviewed and approved the procedures and task of the internal audit, financial report preparation and the external audit report. The Committee found adequate arrangement to present a true and fair view of the financial status of the company and didn’t find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting.

RecommendationThe audit committee recommended to the Board of Directors that:

1. The Financial Statements for the year ended June 30, 2018 be approved.

2. Chartered Accountants firm, Ahmed & Akhter Chartered Accountants may be appointed as the Auditor of the company for the year 2018-2019, subject to the approval of the 4th Annual General Meeting of the company.

On behalf of the Audit Committee

Sd/-Sheikh Nasir UddinChairmanAudit Committee


Annexure- A[As per condition No. 1(5)(xxvi)]

MD & CFO’S DECLARATIONTO THE BOARD OF DIRECTORSDate: 18.10.2018The Board of DirectorsSK Trims &Industries LimitedRegistered Office: 45, Madrasa Road,111/33 Tilargati, Sataish, Tongi, Gazipur-1712

Subject: Declaration on Financial Statement for the year ended on 30 June 2018Dear Sirs,Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Notification No. BSEC/CMRRCD/2006-158/2017/Admin/80 Dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:

(1) The Financial Statements of SK Trims & Industries Limited for the year ended on 30 June 2018 have been preparedin compliance with International Accounting Standards (IASs) or International Financial Reporting Standards (IFRSs), as applicable in the Bangladesh and any departure there from has been adequately disclosed;

(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis,in order for the financial statements to reveal a true and fair view;

(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presentedin its financial statements;

(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control andmaintenance of accounting records;

(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policiesand procedures of the Company were consistently followed; and

(6) The management’s use of the going concern basis of accounting in preparing the financial statements is appropriateand there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that: --(i) We have reviewed the financial statements for the year ended on 30 June 2018 and that to the best of our knowledge and belief:

(a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(b) These statements collectively present true and fair view of the Company’s affairs and are in compliance with existingaccounting standards and applicable laws.

(ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members.

Sincerely yours,

Sd/-

(Mr. M.A Kayum Howlader)

Managing Director

Sd/-

(Md. Robiul Islam)

Chief Financial Officer


Application of International FinancialReporting Standards (IFRSs) andInternational Accounting Standards (IASs)

Financial Instruments : Disclosure IFRS 7 Applied

Operating Segments IFRS 8 Applied

Fair Value Measurement IFRS 13 Applied.

Revenue from Contacts with Customers IFRS 15 Applied

Presentation of Financial Statements IAS 1 Applied

Inventories IAS 2 Applied

Statement of Cash Flows IAS 7 Applied

Accounting Policies, Changes in Accounting Estimates and Errors IAS 8 Applied

Events after the Reporting Period IAS 10 Applied

Income Taxes IAS 12 Applied

Property, Plant and Equipment IAS 16 Applied

Employee Benefits IAS 19 Applied

The effects of Changes in Foreign Exchange Rates IAS 21 Applied

Borrowing Costs IAS 23 Applied

Related Party Disclosures IAS 24 Applied

Earnings Per Share IAS 33 Applied

Provisions, Contingent Liabilities and Contingent Assets IAS 37 Applied

Financial Instruments: Recognition & Measurement IAS 39 Applied



Shareholding Pattern Annexure-IIThe shareholding of directors at the period end of 30 June, 2018 is shown as bellow:

Directors involved in other Companies: Annexure-III

SL Name Designation in SKTIL

Directorship/Sponsorship/

Ownership with other companies

Position

1 Md. Tafazzal Hossain Forhad Chairman

- - - - - -

2 M. A. Kayum Howlader Managing Director

- - -

3 Mr. Md. Atiqur Rahman Director - -

4 Mr. Abdur Razzak (Nominee Director of Global Max Packaging Ltd.)

Director - -

5 Mr. Sheikh Nasir Uddin Independent D irector

- -

Name of Directors Position 30.06.2018

No of Share % of Share 1.Parent/Subsidiary/Associate companies and other related parties .

- - -

2.Directors, CEO, CS, CFO, HIA and their spouses and minor children :

2.A. Directors Md. Tafazzal Hossain Forhad Chairman 1,400,000 2.00%

M. A. Kayum Howlader Managing Director 10,489,000 14.98%

Mr. Md. Atiqur Rahman Director 1,400,000 2.00%

Mr. Abdur Razzak (Nominee Director of Global Max Packaging Ltd.)

Director 7,711,300 11.02%

Mr. Sheikh Nasir Uddin Independent Director

- 0%

2.B. CEO, CS, CFO, HIA :

Md . Robiul Islam Chief Financial Officer

- -

Siran Bin Sarwar Company Secretary - - Md. Nazmul Hossain Head of Internal

Audit - -

3. Executive Abdur Razzak GM (Marketing) - -

4. Shareholding 10% or more voting right M. A. Kayum Howlader Managing Director 10,489,000 14.98%

Mr. Abdur Razzak (Nominee Director of Global Max Packaging Ltd.)

Director 7,711,300 11.02%


We have examined the compliance status to the Corporate Governance Code by SK Trims & Industries Ltd. for the year ended on June 30, 2018. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, Dated: 3 June 2018 of the Bangladesh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.

This is scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion:

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission except Condition no 6. (4) and 6 (5)

(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;

(c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws ; and

(d) The governance of the company is satisfactory.

Place-Dhaka.Date: November 25, 2018

Annexure -ICertificate as per Condition No. 1(5) (xxvii)

For Mazumdar Sikder and Associates

Md. Salauddin sikder FCMACost & Management Accountants

Report to the Shareholders of SK Trims & Industries Ltd.on compliance on the Corporate Governance Code

105/A (3rd Floor), Kakrail, Dhaka-1000, Phone : 028300376, Fax : 02-8300375


Annexure - C


INDEPENDENT AUDITOR’S REPORTTo the Shareholders of

SK TRIMS & INDUSTRIES LTD.

Report on the Financial StatementsWe have audited the accompanying financial statements of SK TRIMS & INDUSTRIES LTD. (the company), which comprises the Statement of Financial Position as at 30 June 2018 and Statement of Profit or Loss and other Compre-hensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards (IFRSs) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the financial position of SK TRIMS & INDUSTRIES LTD. as at 30 June 2018 and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Report on Other Legal and Regulatory RequirementsIn accordance with the Companies Act 1994 and The Securities and Exchange Rules 1987, 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;

(c) the Statement of Financial Position, Statement of Profit or Loss and other Comprehensive Income, Statement of changes in Equity and Statement of Cash Flows dealt with the report are in agreement with the books of account; and

(d) the expenditure incurred was for the purpose of the company’s business.

Date: 28 October, 2018 AHMAD & AKHTARPlace: Dhaka Chartered Accountants

Sd/-


Assets Non-Current Assets 409,467,603 393,529,762 Property, Plant & Equipment 3.00 409,467,603 393,529,762

Current Assets 972,316,183 197,779,915 Inventories 4.00 108,192,766 71,618,967 Trade and other Receivables 5.00 159,619,836 91,994,068 Advance, Deposits and Prepayments 6.00 45,199,211 9,359,692 Cash and Cash Equivalents 7.00 659,304,370 24,807,188

Total Assets 1,381,783,786 591,309,677

Shareholder's Equity and Liabilities

Shareholder's Equity 897,613,612 511,485,705 Share Capital 8.00 700,000,000 400,000,000 Retained Earnings 9.00 197,613,612 111,314,124 Other Comprehensive Income/(Loss) - 171,582

Non-Current Liabilities 14,510,313 10,413,576 Deferred Tax Liability 10.00 14,510,313 10,413,576

Current Liabilities 469,659,861 69,410,395 Short Term Borrowings 11.00 117,265,446 31,711,550 Liabilities for Expenses 12.00 20,905,417 18,908,620 IPO Refund Liability 13.00 317,813,938 - Liabilities for WPPF 14.00 4,775,580 3,221,307 Trade and other Payables 15.00 8,899,480 15,568,918

Total Shareholders Equity and Liabilities 1,381,783,786 591,309,677

Net Asset Value (NAV) per share 23.00 12.82 12.79

June 30, 2018NotesParticulars

Amount in TakaJune 30, 2017

SK TRIMS & INDUSTRIES LTD.Statement of Financial Position

As at June 30, 2018

The accompanying notes form an integral part of these financial statements.

Company Secretary Managing Director Chairman Signed as per our report on even date.

Dated: October 28, 2018 AHMAD & AKHTAR Place: Dhaka Chartered Accountants

Sd/- Sd/- Sd/-

Sd/-


Revenue 16.00 691,391,358 458,984,210 Less: Cost of goods sold 17.00 541,422,277 359,928,394 Gross Profit 149,969,081 99,055,816 Less: Operating expenses 18.00 38,563,212 28,315,212 Profit from Operation 111,405,869 70,740,604 Add: Other Income 19.00 2,134,940 558,103 Less: Finance Cost 20.00 13,253,635 3,651,267 Profit before Contribution to WPPF 100,287,174 67,647,440 Less: Contribution to WPPF (Expenses) 21.00 4,775,580 3,221,307 Profit before Income Tax 95,511,594 64,426,133 Less: Income Tax Expenses 9,212,106 11,372,241 Current Tax 12.01 5,115,369 6,258,757 Deferred Tax 10.00 4,096,737 5,113,485

Net Profit After Tax 86,299,488 53,053,892

Add: Other Comprehensive Income/(Loss) - 171,582 Unrealized Gain on Trade Receivable Marked to Market - 171,582

Total Comprehensive Income for the year 86,299,488 53,225,474

Basic Earnings Per Share (EPS) (Adjusted) 22.00 2.08 1.28

01 July 2017 to30 June 2018

NotesParticularsAmount in Taka

01 July 2016 to30 June 2017




SK TRIMS & INDUSTRIES LTD.Statement of Profit or Loss and Other Comprehensive Income

For the year ended June 30, 2018

Sd/- Sd/- Sd/-

Sd/-


SK TRIMS & INDUSTRIES LTD.Statement of Changes in Equity


Balance as on July 01, 2017 400,000,000 111,314,124 171,582 511,485,705 Issue of Share Capital from IPO 300,000,000 - - 300,000,000 Net profit for the Period - 86,299,488 - 86,299,488 Less: Previous year Unrealized Gain on Trade Receivable Marked to

- - (171,582) (171,582)

Balance as at June 30, 2018 700,000,000 197,613,612 - 897,613,612

SK TRIMS & INDUSTRIES LTD.Statement of Changes in Equity


Balance as on July 01, 2016 5,000,000 58,260,232 106,535 63,366,767 Issue of Share Capital 395,000,000 - - 395,000,000 Net profit for the year - 53,053,892 - 53,053,892 Unrealized Gain on Trade Receivable Marked to Market during the year - -

171,582 171,582

Less: Previous year Unrealized Gain on Trade Receivable Marked to Market

(106,535) (106,535)

Balance as at June 30, 2017 400,000,000 111,314,124 171,582 511,485,705



Particulars Ordinary Share Capital

Retained Earnings

Other ComprehensiveIncome/(Loss)

Total Equity

(Amount in Taka)

Particulars Ordinary Share Capital

Retained Earnings

Other ComprehensiveIncome/(Loss)

Total Equity

(Amount in Taka)

Sd/- Sd/- Sd/-

Sd/-




Company Secretary Managing Director Chairman

Dated: October 28, 2018Place: Dhaka

A. Cash Flows from Operating Activities Cash received from Customers 624,019,982 442,933,802 Cash paid to Suppliers (550,161,619) (340,828,031) Cash paid to Employees (40,490,214) (26,896,735) Cash Paid to Others (19,463,756) (14,783,557) Cash Generated from Operation 13,904,392 60,425,479 Cash received from Other Income 1,708,966 532,459 Income Tax paid (12,376,331) (3,106,237) Net Cash Generated from Operating Activities 3,237,027 57,851,701

B. Cash Flows from Investing Activities Acquisition of Property, Plant and Equipment (34,730,110) (261,065,188) Adance againest Land Purchases (26,600,000) - Net Cash Used in Investing Activities (61,330,110) (261,065,188)

C. Cash Flows from Financing Activities Net Payment for Financial Expenses (10,777,569) (790,073) Received for Share Issue 300,000,000 301,040,000 Net Received/(Payment) in Short term loan 85,553,896 (70,991,801) Net Received/(Payment) in Long term loan - (1,522,193) Net Received/(Payment) for IPO Refund Payable 317,813,938 - Net Cash Provided from Financing Activities 692,590,265 227,735,933

D. Net Increase/(Decrease) Cash and Cash Equivalents (A+B+C) 634,497,182 24,522,447

E. Opening Cash and Cash Equivalents 24,807,188 284,741

F. Closing Cash and Cash Equivalents (D+E) 659,304,370 24,807,188

Net Operating Cash Flows Per Share (NOCFPS) ( Note # 24.00) 0.08 5.07

01 July 2017 to30 June 2018

NotesParticularsAmount in Taka

01 July 2016 to30 June 2017

SK TRIMS & INDUSTRIES LTD. Statement of Cash Flows


Sd/- Sd/- Sd/-


1.00 REPORTING ENTITY:

1.01 Background of the Company: The company namely “SK Thread & Industries Ltd.” was incorporated on 01 June, 2014 vide registration no.C‐116347/14 as a private limited company in Bangladesh under the Companies Act 1994. Subsequently the company converted into Public limited company dated on 13 August 2017.

The company changed its name through special resolution and with due approval of the Registrar of Joint Stock Companies & Firms from “SK Thread & Industries Ltd.” to “SK Trims & Industries Ltd.” on 25th April, 2016.

1.02 Registered Office of the Company: The registered office & factory of the Company are located at 45, madrasha road, 111/33, Tilargati, Sataish, Tongi, Gazipur-1712. Dhaka, Bangladesh.

1.03 Nature of the business: The principal activities of the company are to carry on the business of manufacturing of all kinds of Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Tissue Paper, Gum Tape etc. for export oriented garments industry. 2.00 BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS:

2.01 Statements of Compliance: The Financial Statements of the Company are prepared on a going concern basis under historical cost convention and in accordance with the International Accounting Standards (IASs) and International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws & regulation in Bangladesh.

2.02 Going Concern: The company has adequate resources to continue its operation for the foreseeable future. As such, the directors intended to adopt the going concern basis in preparing the financial statements. The current credit facilities and resources of the company provides sufficient fund to meet the present requirements of its existing business. 2.03 Accrual Basis: The financial statements have been prepared, except cash flow information, using the accrual basis of accounting.

2.04 Components of the Financial Statements: According to IAS-1 “presentation of the Financial Statements” the complete set of financial statement includes the following components

a) Statement of Financial Position as at June 30, 2018; b) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30, 2018; c) Statement of Changes in Equity for the year ended June 30, 2018; d) Statement of Cash Flows for the year ended June 30, 2018; and e) Notes, summary of significant accounting policies and other explanatory information

2.05 Accounting Policies & Estimates: The preparation of these financial statements is in conformity with IASs/IFRSs which require management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis and used for accounting of certain terms such as provision for expenses and depreciation.

SK TRIMS & INDUSTRIES LTD.Notes, summary of significant accounting policies and other explanatory information



2.06 Responsibility for Preparation and Presentation of Financial Statements:

The Board of Directors is responsible for the preparation of financial statements under section 183 of the Companies Act, 1994 and as per the provision of “the Framework for the preparation and Presentation of Financial Statements” issued by the International Accounting Standards (IASs).

2.07 Statement of Cash flows: Statement of Cash flows have been prepared in accordance with IAS-7 "Statement of Cash Flows" and the cash flows from the operating activities have been presented under direct method considering the provisions of Paragraph 19 of IAS-7 which provides that "Enterprises are Encouraged to Report Cash Flows from Operating Activities Using the Direct Method".

2.08 Applicable accounting standards:

The following IASs and IFRSs are applicable for the financial statements for the year under review:

IASs: IAS-1 Presentation of Financial Statements; IAS-2 Inventories; IAS-7 Statements of Cash flows; IAS-8 Accounting Policies, Changes in Accounting Estimates and Errors; IAS 10 Events after the reporting Period IAS 12 Income Taxes IAS 16 Property, Plant and Equipment IAS 19 Employee Benefits IAS 21 The Effects of Changes in Foreign Exchange Rates IAS 23 Borrowing Costs IAS 24 Related Party Disclosures IAS 33 Earnings per Share IAS 36 Impairment of Assets IAS 37 Provisions, Contingent Liabilities and Contingent Assets IAS 39 Financial Instruments: Recognition and Measurement

IFRSs: IFRS 7 Financial Instruments: Disclosures IFRS 8 Operating Segments IFRS 13 Fair Value Measurement IFRS 15 Revenue from Contracts with Customers

2.09 Property, Plant and Equipment:

2.09.1 Recognition and Measurement All Property, Plant and Equipment are stated at cost less accumulated depreciation as per IAS-16 “Property, Plant and Equipment”. The cost of acquisition of an asset comprises of its purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use inclusive of inward freight, duties and non- refundable taxes.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its costs can be measured reliably. The cost of the day to day maintaining cost on PPE is recognized in the Statements of Profit or Loss and other Comprehensive Income as incurred.

2.09.2 Depreciation: Depreciation on Property, Plant and Equipment other than Land and Land development has been computed during the year using the reducing balance method. Depreciation has been charged on addition of assets when the related Property, Plant and Equipment are available for use as per management intention. Depreciation has charged as following rate:


Name of Assets Rate Rate

2018 2017

Land 0% 0%

Building and Civil Construction 2.50% 2.50%

Plant & Machinery 10% 10%

Furniture & Fixture 10% 10%

Electrical Installation & Equipment 10% 10%

Office Equipment 10% 10%

Fire Equipment 10% 10%

Vehicle 20% -

2.09.3 Retirement and Disposals: An asset is derecognized on disposal or when no future economic benefits are expected from its use and subsequent disposal. Gain or loss arising from the retirement or disposal of an asset is determined as the difference between the net disposal proceeds and the carrying amount of the assets and is recognized as gain or loss from disposal of asset under other income in the statement of profit or loss and other comprehensive income.

2.09.4 Impairment: In accordance with the provision of IAS - 36, the carrying amount of non-financial assets other than inventories of the company involved in the manufacturing of the products. If any such indication exists, then the asset’s recoverable amount is estimated and impairment losses are recognized in the statement of comprehensive income. No such indication of impairment has been observed till the end of the year.

2.10 Borrowing Cost: Interest and other cost incurred in the company in connection with the borrowing of fund are recognized as expenses in the year in which they are incurred unless such borrowings cost related to acquisition/construction of assets in progress that are required to capitalized as per IAS-23: Borrowing Cost.

2.11 Revenue Recognition: In compliance with the requirements of IFRS-15 “Revenue from Contracts with Customers”, revenue from receipts from customers against sales is recognized when products are dispatched 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 measured reliably.

2.12 Valuation of Current Assets:

Trade and Other Receivable: These are carried forward at their original invoiced value amount and represents net realizable value. Management considered the entire bills receivable as good and is collectable and therefore, no amount has been provided for as bad debt in the current period’s account.

Inventories: In compliance with the requirements of IAS-2 Inventories, the Inventories have been valued at Cost or Net Realizable value whichever is lower, which is consistent with the previous period’s practice. Net realizable value is based on estimated selling price in the ordinary course of business less any further cost expected to be incurred to make the sale.

2.13 Provisions: A provision is recognized on the balance sheet date if, as a result of past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.


2.14 Employees’ Benefit The company maintains defined benefit plan for its eligible permanent employees. The eligibility is determined according to the terms and conditions set forth in the respective deeds.

The company has accounted for and disclosed employee benefits in compliance with the provisions of IAS 19: Employee Benefits.

The cost of employee benefit is charged off as revenue expenditure in the period to which the contributions relate.

The company’s employee benefits include the following:

a) Short Term Employee Benefits Short-term employee benefits include wages, salaries, festival bonuses etc. Obligations for such benefits are measured on an undiscounted basis and are expensed as the related service is provided.

b) Contribution to Workers’ Profit Participation and Welfare Funds This represents 5% of net profit before tax, contributed by the company as per provisions of the Bangladesh Labor (amendment) Act, 2013. The Company recognizes contribution to Workers Profit Participation and Welfare Fund in the accounts from the year 2017. The fund transfer is under process and will be paid after completion of necessary legal process.

2.15 Advances, Deposits and Prepayments Advances are initially measured at cost. After initial recognition advances are carried at cost less deductions, adjustments or charges to other account heads such as PPE or inventory etc.

2.16 Functional and Presentational Currency: The financial statements are prepared in Bangladeshi Taka which is the Company’s functional currency.

2.17 Income Tax:

Current Tax: Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous years. Provision for taxation is calculated on the basis of applicable current tax rate incompliance with Finance Act. 2018.

Deferred Tax: The company recognized deferred tax as per IAS 12 Income Tax. Deferred tax is recognized for all temporary timing difference arising between the carrying value of assets and liabilities and its tax base values. The rate prevailing at the Financial Position date is used for determine the deferred tax.

2.19 Earnings per share: The company calculates Earnings per Share (EPS) in accordance with IAS-33 “Earnings per Share” which has been shown on the face of the Profit or Loss and other Comprehensive Income.

Basic Earnings This represents profit or loss at the end of the period attributable to ordinary share holders of the entity

Basic Earnings Per Share This has been calculated by dividing profit or loss attributable to ordinary share holders of the entity by the weighted average number of ordinary shares outstanding during the period.

Diluted Earnings Per Share Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares. However, no dilution of EPS is applicable for these financial statements as there were no potential ordinary shares during the relevant period.

2.20 Financial Instruments: A financial instrument is any contract that gives rise to a financial asset to one entity and a financial liability or equity instrument to another entity as per IAS-39 “Financial Instruments Recognition and Measurement.”


Financial Assets: Financial assets of the company include cash and cash equivalents, equity instrument to another entity, Trade receivables and other receivables. The company initially recognize a financial asset in its statement of financial position when, and only when, the company becomes a party to the contractual provision of the instrument. The company derecognize a financial asset when, and only when; the contractual rights to the cash flows from the financial asset expire or transfer the contractual rights to receive the cash flows of the financial asset.

Financial Liabilities: The company initially recognize a financial liability in its statement of financial position when, and only when, the company becomes a party to the contractual provision of the instrument. The company derecognize a financial liability from its statement of financial position when, and only when, it is extinguished, that is when the obligation specified in the contract is discharged or cancelled or expires.

2.21 Cash and Cash Equivalents: According to IAS 7 Statement of Cash Flows, cash comprises cash in hand, short term deposit and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in values.

2.22 Events after the Reporting Period: Events after the reporting period are those events, favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are authorized for issue. Two types of events can be identified:

Adjusting Events - those that provide evidence of conditions that existed at the end of the reporting period.

Non adjusting Events- those that are indicative of conditions that arose after the reporting period.

Management of the company has taken close look whether any events after the reporting period exist that need to take into account during the preparation of Financial Reports. No event after the reporting period existsand management of the company has prepared the financial reports in accordance.

2.23 Authorization date for issuing Financial Statements:

The financial statements were authorized by the Board of Directors on October 28, 2018.

2.24 Comparative Information Comparative information has been disclosed in the respect of previous year for all numeric information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current year’s financial statement. 2.25 Segmental Reporting: As required by IFRS-8 "Operating Segments", if an entity operates business activities that may earn revenues or incur expenses, whose operating results are regularly reviewed by the chief operating decision maker and for which discrete financial information is available

The company considers the operation on aggregate basis and manages the operations as a single operating segment. Hence it is felt that such segment reporting is not required to be disclosed.

2.26 Related Party Disclosure The company carried out a number of transactions with related parties in the normal course of business and on arms’ length basis. The information as required by IAS-24: Related Party Disclosures has been disclosed in a separate note (note no: 25.02) to the accounts.

2.28 General: i) The figure has been rounded off to the nearest taka. ii) The financial Statements have been prepared covering one year from July 01, 2017 to June 30, 2018.


3.00 Property, Plant and Equipment: Tk. 409,467,603 A. Cost: Opening Balance 425,650,041 164,584,853 Add: Addition during the year 34,730,110 261,065,188 Total Assets Value at cost 460,380,151 425,650,041 B. Accumulated Depreciation: Opening Balance 32,120,279 18,422,154 Add: Depreciation Charged for the year 18,792,269 13,698,125 Total Charge 50,912,548 32,120,279 Written Down Value (A-B) as at 30 June 2018 409,467,603 393,529,762

The details of above have been shown in Annexure- 'A'

4.00 Inventories: Tk. 108,192,766 Raw Materials (Note # 17.01) 94,852,521 62,687,940 Work in Process (Note # 17.00) 7,532,540 5,103,100 Finished Goods (Note # 17.00) 4,585,245 2,807,397 Store Items (Note # 17.02) 1,222,460 1,020,530 108,192,766 71,618,967

5.00 Trade and Other Receivables: Tk. 159,619,836 Trade Receivables (Note # 5.01) 159,264,450 91,968,424 Interest Receivable (Note # 5.03) 355,386 25,644 159,619,836 91,994,068

5.01 Trade Receivables: Tk. 159,264,450 The above is the amount of receivable is against export bills as on June 30, 2018. This is considered as good & realizable and is secured by letter of credit duly accepted by L/C opening bank. Opening Balance 91,796,842 75,746,434 Add: Export during the year 691,391,358 458,984,210 783,188,200 534,730,644 Less: Collection/Realization during the year 624,019,982 442,933,802 Closing Balance 159,168,218 91,796,842 Marked to Market Gain/(Loss) (Note # 5.02) 96,232 171,582 159,264,450 91,968,424 Ageing of Trade Receivables

More than six months - - Less than six months 159,264,450 91,968,424 159,264,450 91,968,424

The details of Trade Receivables have been shown in Annexure- 'F'

The classification of receivables as required by the Schedule XI of the Companies Act, 1994 are given below:

i) Receivables considered good in respect of which the company is fully secured.

159,264,450 91,968,424

ii) Receivables considered good in respect of which the company holds no security other than the debtor personal security.

- -

iii) Receivables considered doubtful or bad. - - iv) Accounts Receivable due by any director or other officers of the company or any of them either severally or jointly with any other person or receivables due firms or private companies respectively in which any director is a partner or a director or a member.

- -

v) Receivables due by companies under the same management. - -

June 30, 2018Amount in Taka

June 30, 2017


vi) The maximum amount of receivables due by any directors or other officers of the company at any time during the year to be shown by way of a note.

- -

Total 159,264,450 91,968,424

5.02 Marked to Market Gain/(Loss) : Tk. 96,232 For 30 June 2018

Particulars Receivable in USD USD Rate Receivable in BDT Receivable in BDT Trade Receivables at Current Market price $1,924,646 82.75 159,264,450 91,968,425 Trade Receivables at Average selling price $1,924,646 82.70 159,168,218 91,796,842 Marked to Market Gain/(Loss) 96,232 171,582

5.03 Interest Receivable : Tk. 355,386 FDR Interest 355,386 25,644 355,386 25,6446.00 Advances, Deposits & Prepayments : Tk. 45,199,211 Advance to Employees 585,320 530,673 Advance Income Tax (Note # 6.01) 11,665,582 5,548,008 Security Deposit (Note # 6.02) 533,400 33,400 Advance Insurance Premium (Note # 6.03) 38,811 1,194,311 Advance against Land Purchases 26,600,000 - L/C Margin for Raw Material 5,776,098 2,053,300 45,199,211 9,359,6926.01 Advance Income Tax : Tk. 11,665,582 Opening Balance 5,548,008 2,441,771 Add: Tax deduction at source during the year 4,368,140 3,106,237 Add: Tax deduction at source on FDR 229,720 - Add: Advance Tax paid for the income year: 2014-2015 741,844 - Add: Advance Tax paid for the income year: 2015-2016 3,884,108 - Add: Advance Tax paid for the income year: 2016-2017 3,152,520 - 17,924,339 5,548,008 Less: Adjustment for the income year 2016-2017 6,258,757 - 11,665,582 5,548,0086.02 Security Deposit : Tk. 533,400 Polly Bidyut Samity (PBS)- Electricity 25,000 25,000 T & T 8,400 8,400 Central Depository Bangladesh Limited (CDBL) 500,000 - 533,400 33,4006.03 Advance Insurance Premium: Tk. 38,811 Advance Insurance Premium-Opening 1,194,311 295,468 Add: Addition during the year 66,533 1,592,415 1,260,844 1,887,883 Less: Adjustment during the year 1,222,033 693,572 38,811 1,194,3117.00 Cash and Cash Equivalents : Tk. 659,304,370 Cash in Hand 2,086,348 325,692 Cash at Bank First Security Islami Bank Ltd., A/C No. # 12100 7,697 11,597


June 30, 2017


First Security Islami Bank Ltd., A/C No. # 00548 1,285 - Mercantile Bank Ltd., A/C No. # 54417 4,799 167,624 Social Islami Bank Ltd., A/C No. # 00896 9,031 8,302,275 FDR 39,386,272 16,000,000 41,495,432 24,807,188 IPO Account Social Islami Bank Ltd., A/C No. # 00045 119,405,675 - Social Islami Bank Ltd., A/C No. # 00017 345,796,683 - Social Islami Bank Ltd., A/C No. # 00018 1,760,033 - Social Islami Bank Ltd., A/C No. # 00019 846,547 - Dhaka Stock Exchange Ltd. 150,000,000 - 617,808,938 - 659,304,370 24,807,188

The Bank balance is agreed with respective bank statement balances.

8.00 Share Capital : Tk. 700,000,000

8.01 Authorized Capital: Tk. 1,000,000,000 10,00,00,000 Ordinary Shares of Tk. 10/- each 1,000,000,000 1,000,000,000 8.02 Issued, Subscribed & Paid-up Capital: Tk. 700,000,000 70,000,000 Ordinary Shares of Tk. 10/- each fully paid up 700,000,000 400,000,000 500,000 ordinary shares of Tk. 10/- each fully paid-up 2014 5,000,000 5,000,000 4,500,000 ordinary shares of Tk. 10/- each fully paid-up 2016 45,000,000 45,000,000 3,050,000 ordinary shares of Tk. 10/- each fully paid-up 2016 30,500,000 30,500,000 1,945,000 ordinary shares of Tk. 10/- each fully paid-up 2016 19,450,000 19,450,000 30,005,000 ordinary shares of Tk. 10/- each fully paid-up 2017 300,050,000 300,050,000 30,000,000 ordinary shares of Tk. 10/- each fully paid-up 2018 300,000,000 - 700,000,000 400,000,000 The company split its share from Tk. 100/- to Tk. 10/- on 25.02.2017 8.03 Composition of Shareholding of Ordinary Shares:

Category of Shareholders No. of Shares % of Holdings No. of Shares % of Holdings Sponsors & Directors 21,150,300 30.21% 21,150,300 52.88% Financial and Other Institutions 15,000,000 21.43% - - General Public 33,849,700 48.36% 18,849,700 47.12% Total 70,000,000 100.00% 40,000,000 100.00% 9.00 Retained Earnings : Tk. 197,613,612 Opening Balance 111,314,124 58,260,232 Add: Net profit for the year 86,299,488 53,053,892 197,613,612 111,314,124 10.00 Deferred Tax Liability : Tk. 14,510,313 Opening Balance 10,413,576 5,300,092 "Add: Expenses/ (Income) of Deferred Tax during the year(Annexure-B)" 4,096,737 5,113,485 Deferred Tax Liability /(Assets) as on 30 June 2018 14,510,313 10,413,576

Details Shown in Annexure-B 11.00 Short Term Borrowings : Tk. 117,265,446 TR 70,048,562 13,666,550 HYPO 4,444,625 525,000


June 30, 2017

June 30, 2018 June 30, 2017


IDBP 28,873,259 17,520,000 MTDR 13,899,000 - 117,265,446 31,711,550

12.00 Liabilities for Expenses : Tk. 20,905,417 Electricity bill payable 485,324 292,767 Telephone bill payable 195,254 157,257 Water bill payable 14,256 10,742 Salary & Wages 2,432,540 1,752,706 Director Remuneration 20,000 20,000 Income Tax Payable (Note # 12.01) 12,228,276 13,371,664 Interest Payable 5,215,960 3,203,484 IPO Expenses Payable 213,808 - Audit Fee Payable 100,000 100,000 20,905,417 18,908,62012.01 Income Tax Payable: Tk. 12,228,276 Opening Balance 13,371,664 7,112,907 Add: Charge for the year 5,115,369 6,258,757 18,487,033 13,371,664 Less: Adjustment during the year 6,258,757 - Closing Balance 12,228,276 13,371,664

13.00 IPO Refund Liability: Tk. 317,813,938 IPO Refund Liability during the year 317,813,938 - 317,813,938 - 14.00 Liabilities for WPPF : Tk. 4,775,580 Opening Balance 3,221,307 - Add: Addition during the year (Note # 21.00) 4,775,580 3,221,307 7,996,886 3,221,307 Less: Transfer to WPPF Bank Accounts 3,221,307 - Closing Balance 4,775,580 3,221,307

15.00 Trade and Other Payables : Tk. 8,899,480 M/s. Roni Enterprise - 740,923 M/s Lutfore Rahman & Sons - 569,065 M/s Nahar Enterprise - 1,133,104 M/s. Jihad Traders - 1,235,966 M/s. Mahime Enterprise - 1,349,203 M/s. Chattagram Mahadia Traders & Saw Mill Enterprise 2,998,560 1,160,891 M/s. Satota Engineering Workshop 1,454,980 3,855,398 M/s. Majanoni Engineering Workshop 1,195,620 2,133,164 M/s. Islam Traders - 1,621,395 M/s Johadia Paribahan Songsta 3,250,320 1,769,809 8,899,480 15,568,918

16.00 Revenue : Tk. 691,391,358 Export during the year 691,391,358 458,984,210 691,391,358 458,984,210

17.00 Cost of Goods Sold: Tk. 541,422,27 Raw Materials Consumed (Note # 17.01) 492,393,847 325,852,634 Manufacturing Overhead (Note # 17.03) 54,961,188 36,983,117 Cost of Manufacture 547,355,035 362,835,751


June 30, 2017


Work in Process-Opening 5,103,100 4,082,480 Work in Process-Closing (7,532,540) (5,103,100)

Cost of production 544,925,595 361,815,131 Sample Expenses (1,725,470) (1,272,619) Finished Goods-Opening 2,807,397 2,193,279 Finished Goods-Closing (4,585,245) (2,807,397) 541,422,277 359,928,394

17.01 Raw Materials Consumed: Tk. 492,393,847 Opening Stock of Raw Materials 62,687,940 51,250,984 Add: Purchase during the year 524,558,428 337,289,590 Raw materials available for Production 587,246,368 388,540,574 Less: Closing Stock of Raw Materials 94,852,521 62,687,940 Raw Materials Consumed 492,393,847 325,852,634

17.02 Store Items : Tk. 2,032,594

Opening Balance 1,020,530 984,547 Add: Purchase during the year 2,234,524 1,492,315 3,255,054 2,476,862 Less: Closing Balance 1,222,460 1,020,530 Consumption during the year 2,032,594 1,456,332

17.03 Manufacturing overhead : Tk. 54,961,188 Wages, Salaries and Allowances 17,110,750 10,726,788 Festival Bonus 1,316,540 894,453 Carrying Charge 2,343,278 1,786,525 Electricity Bill 5,445,234 3,266,011 Freight & Forwarding Charge 1,353,288 922,250 Medical Expenses 804,514 619,691 Food & Tiffin Expenses 954,310 706,899 Labor Charge 1,846,088 1,187,775 Production Incentives 892,391 300,830 Telephone and Mobile Bill 518,220 319,514 Printing & Stationery Expenses 414,224 308,300 Store Items (Note # 17.02) 2,032,594 1,456,332 Conveyance 103,057 75,303 Postage & Stamp 60,021 43,045 Insurance Expenses 1,222,033 693,572 Miscellaneous Expenses 422,150 467,921 Repairs & Maintenance 81,918 57,708 Depreciation (Annexure- A) 18,040,578 13,150,200 54,961,188 36,983,117

18.00 Operating Expenses : Tk. 38,563,212 Selling Expenses (Note # 18.01) 21,372,614 19,021,720 Administrative Expenses (Note # 18.02) 17,190,598 9,293,492 38,563,212 28,315,212

18.01 Selling Expenses : Tk. 21,372,614 Salaries and Allowances 11,225,300 8,910,000 Festival Bonus 825,420 671,617 Advertisement 19,550 568,617


June 30, 2017


Electricity Bill 185,327 469,881 Phone, Fax and Mobile Bill 1,340,124 1,211,416 Entertainment Expenses 435,345 450,311 Repair & Maintenance 767,562 745,624 Paper and Periodicals 380,324 356,028 Traveling Expenses 1,680,250 1,637,050 Printing & Stationery 580,248 568,436 Postage & Courier 485,620 415,858 Sample Expenses 1,725,470 1,272,619 Transportation & Handling Expenses 895,325 853,646 Miscellaneous Expenses 638,826 753,636 Depreciation (Annexure- A) 187,923 136,981 21,372,614 19,021,720

18.02 Administrative Expenses : Tk. 17,190,598 Salaries and allowances 4,950,940 3,890,650 Festival Bonus 410,320 342,967 Tours and Travelling Expenses 1,213,254 1,246,548 Phone, Fax and Mobile Bill 428,542 356,154 Postage & Stamps 195,454 159,101 Printing & Stationery 302,458 273,861 Registration, Renewal & Legal Expenses 275,245 128,379 IPO Expenses 7,216,333 - Entertainment 575,274 553,506 Electricity Bill 228,256 1,028,284 Water Bill 156,230 128,906 Audit fees (Including VAT) 100,000 100,000 Director Remuneration 240,000 340,000 Board Meeting Fee 56,000 22,000 Miscellaneous Expenses 278,524 312,192 Depreciation (Annexure- A) 563,768 410,944 17,190,598 9,293,492

19.00 Other Income : Tk. 2,134,940 Interest Income 1,709,586 25,644 Foreign Currency Fluctuation Gain/(Loss) 425,354 532,459 2,134,940 558,103

20.00 Financial Expense : Tk. 13,253,635 Bank Charges & Commission 463,591 9,911 Interest on Loan (Note # 20.01) 12,790,045 3,641,355 13,253,635 3,651,267

20.01 Interest on Loan : Tk. 12,790,045 Interest on Short Term Loan 12,790,045 3,448,135 Interest on Long Term Loan - 193,220 12,790,045 3,641,355

21.00 Contribution to WPPF: Tk. 4,775,580 Profit before Contribution to WPPF 100,287,174 67,647,440 Contribution to WPPF 4,775,580 3,221,307

As per Bangladesh Labor (Amendment), Act 2013, the amount is computed @ 5% net profit before Income Tax.


June 30, 2017

22.00 Basic / Diluted Earnings per share: Tk. 2.08 Basic Earnings Per Share a) Net Profit After Tax 86,299,488 53,053,892

b) Weighted average number of ordinary shares (Note # 22.01) 41,561,644 11,405,871

Basic Earnings Per Share (EPS) (a/b) 2.08 4.65

Earnings per share (Adjusted) a) Net Profit After Tax 86,299,488 53,053,892 b) Weighted average number of ordinary shares 41,561,644 41,561,644 Basic Earnings per share (Adjusted) (a/b) 2.08 1.28

Diluted Earnings Per Share (Considaration of full number of share) a) Net Profit After Tax 86,299,488 53,053,892 b) Number of ordinary shares (Note # 22.01) 70,000,000 70,000,000 Diluted Earnings Per Share (EPS) (a/b) 1.23 0.76

22.01 Calculation of Weighted Average Number of Shares For 30 June 2018

Opening No. of Shares 40,000,000 365/365 40,000,000 Issued from IPO 30,000,000 19/365 1,561,644 Total 70,000,000 41,561,644

For 30 June 2017

Opening No. of Shares 500,000 365/365 500,000 Issued due to Vendor's Agreement 4,500,000 365/365 4,500,000 "Issued from Share money deposit" 4,896,000 365/365 4,896,000 Issued from Cash 1,945,000 182/365 969,836 Issued from Cash 28,159,000 07/365 540,036 Total 40,000,000 11,405,871 23.00 Net Asset Value per Share (NAV) : Tk. 12.82 a) Net Asset Value (NAV) 897,613,612 511,485,705 b) No. of ordinary shares outstanding 70,000,000 40,000,000 Net Asset Value per Share (NAV) (a/b) 12.82 12.79

24.00 Net Operating Cash Flows per share (NOCFPS) : Tk. 0.08 a) Net Operating Cash Flows 3,237,027 57,851,701

b) Weighted average number of ordinary shares

outstanding (Note # 22.01) 41,561,644 11,405,871

Net Operating Cash Flows per Share (NOCFPS) (a/b) 0.08 5.07

25.00 Other Commitments, Contingencies and relevant information

The requirements of Schedule XI, Part II, Para 3, 4, 7 & 8 of the Companies Act. 1994

25.01 The requirement of schedule XI part-II, Para 3 :


June 30, 2017

Particulars Number of Ordinary Share Weight

"Weighted average no. of Shares 30 June 2018"

Particulars Number of Ordinary Share Weight

"Weighted average no. of Shares 30 June 2017"


25.01.1 Employees Total number of employees are as follows:

Particulars 30 June 2018 30 June 2017 Salary below Tk. 5,000 per month - - Salary Tk. 5,000 or above per month 224 197 Total 224 197

25.01.2 The requirement of schedule XI part-II, Para 3 (a) : Turnover

Particulars 30 June 2018 30 June 2017

Turnover in BDT. 691,391,358 458,984,210 Turnover in Quantity ( M.Ton) 4,394 3,053

25.01.3 The requirement of schedule XI part-II, Para 3 (d) (i) : Raw Materials Consumed

Particulars 30 June 2018 30 June 2017 Raw Material (Value in BDT.) 492,393,847 325,852,634 Raw Material Quantities (kg) 4,098,266 2,852,673 25.01.4 The requirement of schedule XI part-II, Para 3 (d) (ii) : Finished goods Particulars 30 June 2018 30 June 2017 Opening Quantity ( M.Ton) 23.72 18.58 Production Quantity ( M.Ton) 4,406 3,058 Closing Quantity ( M.Ton) 36.28 23.72 25.02 The requirement of schedule XI part-II, Para 4 : Related Party Transaction During the period the Company carried out a number of transactions with related parties in the normal course of business on an arms' length basis. Names of those related parties, nature of those transactions and their total value have been set out in accordance with the provisions of IAS-24: Related Party Disclosures.

"Md. Tafazzal Hossain Forh

" Chairman

Remuneration - - - Board Meeting fee 12,000 - -

"M.A. Kayum Howlader" "Managing Director" Remuneration 240,000 20,000 20,000

Board Meeting fee

16,000 - -

Abdur Razzak Sponsor Director

Remuneration - - - Board Meeting fee 10,000 - -

Md. Atiqur Rahman Director Remuneration - - -

Board Meeting fee 8,000 - -

Sheikh Nasir Uddin

Independent

Remuneration - - - Director Board Meeting fee

10,000 - -

Total 296,000 20,000 20,000

During the period from 01-07-2017 to 30-06-2018, there were 8 (Eight) Board Meetings held. The attendance status of all the meetings is as follows:

Name Designation ParticularsTransactionduring

the year /periodOutstanding as on 30.06.2018

Outstanding as on 30.06.2017


25.03 The requirement of schedule XI part-II, Para 7 : Capacity Utilization The production capacity and utilization of its are as follows:

25.04 The requirement of schedule XI part-II, Para 8 (C) :

Transaction with Key Management Personnel of the entity: a. Managerial Remuneration paid or payable during the year to the directors, including managing directors, a managing agent or manager. 240,000

b. Expenses reimbursed to Managing Agent Nil

c. Commission or Remuneration payable separately to a managing agent or his associate Nil d. Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in respect of contracts entered into by such concerns with the company. Nil e. The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the company with the managing agent or his associate during the financial year. Nil f. Any other perquisite or benefits in cash or in kind stating, approximate money value where applicable. Nil g. Other allowances and commission including guarantee commission Nil h Pensions etc. (i) Pensions Nil (ii) Gratuities Nil (iii) Payments from a provident funds, in excess of own subscription and interest thereon Nil i. Share Based payments Nil

Quantity in M. Ton

Particulars Opening BalanceTotal Purchaseduring the Year

Material Available(Taka)

Consumption % of Consumption

Name of DirectorsMd. Tafazzal Hossain Forhad Chairman 6 M.A. Kayum Howlader Director & Managing Director 8 Abdur Razzak Director 5 Md. Atiqur Rahman Director 4 Sheikh Nasir Uddin Independent Director 5

Designation No. of Meetings Attended

Particulars30 June 2018 30 June 2017

Installed Capacity 4,900 4,300Actual Production 4,406 3,058Capacity Utilization (%) 89.93% 71.12%

Raw Materials ConsumedStore ItemsConsumed

62,687,940 524,558,428 587,246,368 492,393,847 83.85%

1,020,530 2,234,524 3,255,054 2,032,594 62.44%

Particulars "FOB/CIF BasisValue(US Dollar)"

Amount in Tk

Import 6,342,907 524,558,428 Export 8,360,234 691,391,358


As per Para-17, IAS- 24: An entity shall disclose key management personnel compensation in total and for each of the following benefits: (a) Short-term employee benefits 296,000 (b) Post-employee benefits Nil (c) Other long term benefits Nil (d) termination benefits and Nil (e) share-based payment Nil

As per Para-18, IAS- 24: Disclosure requirements of BAS 24 Para 18 minimum disclosure shall include: a) the amount of transaction 296,000 b) the amount of outstanding balance, including commitments 20,000 i) their terms & condition, including whether they are secured, and the nature of the consideration to be provided in settlement" Remuneration ii) details of any guarantee given or received Nil c) Provisions for doubtful debts related to the amount of outstanding balance Nil d) the expenses recognized during the period in respect of bad or doubtful debts due from related parties Nil

26.00 Reconciliation of Net Income or Net Profit with Cash Flows from Operating Activities (Indirect Method) the requirement of Bangladesh Securities and Exchange Commission notification no. BSEC/CMRRCD/ 2006-158/308/Admin/81, Dated 08 August 2018.

Particulars Amount in (Tk.) 30 June 2018 30 June 2017 Net Profit before Tax 95,511,594 64,426,133 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation on Fixed Assets 18,792,269 13,698,125 Interest on Loan 12,790,045 3,651,267 Increase in Inventories (36,573,799) (13,107,677) Increase in Trade and other Receivables (67,797,350) (16,076,052) Increase in Advance, Deposits and Prepayments (3,121,945) (1,502,678) Increase in Liabilities for Expenses 1,127,709 537,504 Increase in Liabilities for WPPF 1,554,273 3,221,307 Decrease in Trade and other Payables (6,669,438) 6,110,009 Cash Generated from Operating Activities 15,613,358 60,957,938 Advance Income Tax Paid (12,376,331) (3,106,237) Net Cash Generated from Operating Activities 3,237,027 57,851,701

27.00 Significant Deviation During the year Sales and Net Profit after Tax increased in comparison with previous year ended on 30 June 2017. In the current year Net Operating Cash Flows Per Share (NOCFPS) declined due to increase in weighted number of ordinary share from 11,405,871 to 41,561,644.

28.00 Bank Guarantee The company have no Bank Guarantee on the reporting date.

29.00 Capital Commitment The company have no Capital Commitment at the reporting date.


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1 Sewing Thread 346 73,157 5,261 1,185,023.51 2 Silicon Oil 922 289,014 1,106 375,483.06 3 LLD/LDPE/LLDPE 2,995 298,226 3,594 378,001.55 4 Polypropylene 3,669 365,327 4,403 481,282.29 5 HDPE Film Gread HD 5301 AA 1,797 177,527 2,157 226,800.93 6 BOPP 1,623 178,117 1,947 227,375.60 7 Adhesive Tape 230 42,630 276 54,032.93 8 Thiner 295 75,144 354 94,658.36 9 Ink 230 115,606 276 146,301.02 10 Polyester Textured Yarn 2,448 422,231 2,938 537,610.47 11 Spendax Rubber 346 96,187 432 125,566.46 12 Rubber Thread 1,440 338,688 1,728 457,906.18 13 Opp Gum Tape 363 56,900 472 78,520.89 14 Duplex Board 3,594 284,606 4,313 371,453.49 15 Art card 7,188 552,305 8,626 707,190.30 16 Corrugating Medium Paper 2,739 193,278 3,013 229,555.15 17 Corrugating Liner Paper 3,021 94,384 3,625 303,184.77 18 Virgen Liner Paper 5,990 530,633 6,589 583,868.53 19 Virgen Paper /Medium Paper 8,986 718,560 10,783 919,704.55 20 Tissue Paper 298 200,582 372 49,019.96 Total Taka 48,520 5,103,100 62,266 7,532,540

Sl. No.

Opening Balance as on 01.07.2017

Closing Balance as on 30.06.2018

Quantity (Kg, Bar,Pcs, gm,

Feet, Box, etc)Amount

Quantity (Kg, Bar,Pcs, gm,

Feet, Box, etc)Amount

Items Name

1 Carton 1,586.26 140,370 8,323 736,540 2 Elastic 1,205 280,740 2,555 595,482 3 Poly 892 140,370 5,317 836,546 4 Swing Thread 260 93,580 1,988 716,254 5 Photo Card 5,929 561,479 3,428 324,587 6 Back Board 7,576 517,411 7,111 485,624 7 Size/Price/Bar Code Tag 3,165 235,799 5,715 425,786 8 Tissu Paper 672 435,799 332 215,346 9 Gum Paper 2,435 401,849 1,509 249,080 Total 23,720 2,807,397 36,278 4,585,245

Sl. No.

Opening Balance as on 01.07.2017

Closing Balance as on 30.06.2018

Qty. Qty.Amount AmountName of Products

SK TRIMS & INDUSTRIES LTD.Details of Work in process


SK TRIMS & INDUSTRIES LTD.Details of Finished Goods


Annexure-D

Annexure-E



Sl. Name 30 June 2018 30 June 2017 No. 1 The Bay Super Tex. Ltd. - 4,781,098 2 Gramtech Knit 13,570,543 4,742,372 3 Spicy Fashion Ltd. 9,485,120 3,741,362 4 Goodrich Sweater 3,365,210 3,492,156 5 Mascotex Ltd. - 8,449,827 6 Pimkie Appa Ltd. - 8,169,015 7 Robintex Bd Ltd. - 4,603,179 8 Knit& Knitex Ltd. - 1,503,647 9 York Fashion - 1,587,767 10 International Knit - 1,486,528 11 Dewan Fashion Ltd. 8,785,120 4,306,516 12 Genetic Fashion Ltd. 9,356,123 3,132,021 13 Taratex Ltd. 2,598,740 1,080,540 14 A.G Dresses Ltd. 4,852,600 2,664,544 15 Scandex Knitwear 7,458,900 11,184,955 16 Afiya Knitwear 5,621,348 400,286 17 Mascot Knitwear 2,558,410 1,861,387 18 Magpie Composite - 2,087,979 19 Woolen & Wool Ltd. - 3,523,403 20 Grameen Knitwear 4,921,301 3,320,321 21 Tex Way Appa. Ltd. 3,001,458 1,785,357 22 Hamid Sweater Ltd. - 2,349,075 23 International Classic - 2,397,559 24 Mallick Fabrics Ltd. 15,694,480 1,618,370 25 Body Fashion Ltd. - 1,606,350 26 Flaxen Dress Maker - 1,057,050 27 Integra Appa. Ltd. 7,850,124 1,206,774 28 Poly Maryer Knit 6,548,320 - 29 Shabab Fabrics Ltd. 4,895,264 1,491,707 30 Mozart Knitwear Ltd. 8,452,004 2,165,697 31 Orion Knit 35,353,112 - 32 Saad Fashion 4,800,041 - Total (Tk.) 159,168,218 91,796,842

SK TRIMS & INDUSTRIES LTD.Details of Trade Receivables


Annexure-F

PROXY FORM

(Signature Shareholder ) (Signature of Proxy)

BO ID NO.

BO ID NO.

Signed this……………………………… Signature of proxy …………………………… day of ……………………….2018

N.B. Shareholder attending meeting in person or by Proxy are requested to complete the Attendance slip and deposit the same at the entrance of the meeting.

Tk. 20

I/We…………………………………………………………………...................................…............……………….of being a

shareholders of Simtex Industries Limited and entitle to vote, hereby appoint Mr./Mrs./Miss..........................................

………...........................................................................................................................……….....................….…….....as my/our proxy to attend and vote for me/us and on my/our behalf at the 4th Annual General Meeting of the Company to be held on Thursday, 20th December, 2018 at 10.00 a.m. at Sea Shell Hotel, Road No 13, Sector-10, Uttara Model Town, Dhaka -1230 or at any adjournment thereof or at any ballot to be taken in consequence thereof.

Signed this………………………..................……………Signature of proxy ……………................………………………...

day of ………………………….2018

No. of Shares

Note:1) This form of proxy, duly completed and signed must be deposited at least 48 hours before the meeting at the Company’s registered office. Proxy is invalid if not signed and stamped as explained above.

2) Signature of the Shareholder must be in accordance with Specimen Signature recorded with the Company.

I hereby record my attendance at 4th Annual General Meeting of the Company being held on Thursday, 20th December, 2018 at 10.00 a.m. at Sea Shell Hotel, Road No 13, Sector-10, Uttara Model Town, Dhaka -1230.

Name of the Member/Proxy : ……….........................................……………………………………………………………….

SK Trims & Industries Limited45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur

SK Trims & Industries Limited45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur

ATTENDANCE SLIP

SK Trims & Industries Limited45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur-1712 Tel: +88-02-9857613Fax: +88-02-9857615, Email: [email protected], Web:www.sktrimsin.com

sk trims & industries limiteda-96, bscic i/e, kalurghat (extn.), ps- chandgoan, chittagong. po:...

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