Prospectus IPDC

“If you have any query about this document, you may consult issuer, issue manager and
underwriter.”
PROSPECTUS
For
ISSUE OF 1,390,000 ORDINARY SHARES AT TK. 200.00 EACH INCLUDING A PREMIUM

OF TK.100 PER SHARE TOTALING TK. 278,000,000.00 IS BEING MADE
Opening date for subscription: 24/09/2006

Closing date for subscription: 28/09/2006
For Non-Resident Bangladeshi quota, subscription closes on: 07/10/2006
Underwriters
Arab Bangladesh Bank Limited Prime Bank Limited
BCIC Bhaban 30-31 Dilkusha C/A, Dhaka-1000 29, Rajuk Avenue (1st floor), Dhaka-1000
National Bank Limited ICB Capital Management Limited
th
18, Dilkusha C/A, Dhaka-1000. 8, Rajuk Avenue(14 Floor), Dhaka-1000
The Trust Bank Limited BASIC Bank Limited
Peoples Insurance Bhaban(2nd, 16th, & 17th Sena Kalyan Bhaban (6th floor) 195, Motijheel
floor) 36 Dilkusha C/A. Dhaka-1000. C/A Dhaka-1000
Swadesh Investment Management Ltd.
Road # 1/A, house # 35, Banani, Dhaka- 1212.
Credit Rating by Credit Rating Information and Services Limited
Long Term Short Term
Entity Rating A ST - 2
Issue date of the Prospectus: 12th July, 2006

The issue shall be placed in “N” category
Manager to the Issue
Amin Court, 4th Floor, 62-63, Motijheel C/A., Dhaka-1000.
INDUSTRIAL PROMOTION AND DEVELOPMENT COMPANY OF BANGLADESH LIMITED

Head Office: 106, Gulshan Avenue, Hosna Center (4th floor), Dhaka-1212.
Phone: 9885533-8, Fax: 880-2-9885529, 9885532 www.ipdcbd.com
“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE
SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE
DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL
SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY
OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS,
CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR”.
AVAILABILITY OF PROSPECTUS
Prospectus shall be available on the web site (www.secbd.org, www.dsebd.org,

www.csebd.com, www.ipdcbd.com, www.aaawebbd.com) and also from the office of the
following:
Particulars Contact Person Telephone
Number
Company
IPDC of Bangladesh Limited Mr. Shah Alam Sarwar 9885533-8
106, Gulshan Avenue, Hosna Center (4th floor), Managing Director & CEO
Dhaka-1212.
Issue Manager
AAA Consultants & Financial Advisers Mr. Khwaja Arif Ahmed 9559602
Suite # 404, Amin Court, 62-63 Motijheel,
Managing Partner & CEO 9567726
Dhaka-1000.
Underwriters
Arab Bangladesh Bank Limited Mr. Sherief M. A. Rahman
9560312-Ext.144
BCIC Bhaban 30-31 Dilkusha C/A, Dhaka-1000 Assistant Vice President
Prime Bank Limited Mr. Sheikh Mortuza Ahmed
SAVP & Head of Merchant 9565094
29, Rajuk Avenue (1st floor), Dhaka-1000
Banking & Investment Division
National Bank Limited Mr. Mohammad Hossain
9563081-85
18, Dilkusha C/A, Dhaka-1000. Vice President
The Trust Bank Limited
Peoples Insurance Bhaban(2nd, 16th, & 17th floor) 36 Mr. Farhad Uddin
9572012-3
Company Secretary
Dilkusha C/A. Dhaka-1000.
BASIC Bank Limited
Sena Kalyan Bhaban (6th floor) 195, Motijheel C/A Mr. A. H. Ekbal Hossain 9568190
Managing Director 7175691-2
Dhaka-1000
ICB Capital Management Limited Mr. Md. Iftikhar-uz-Zaman 7160326
8, Rajuk Avenue(14th Floor), Dhaka-1000 Chief Executive Officer 7160627
Swadesh Investment Management Ltd. Mr. Ziaul Quddus
9345853-5
Road # 1/A, house # 35, Banani, Dhaka- 1212. CEO & Managing Director
Stock Exchanges
Dhaka Stock Exchange Limited (DSE) DSE Library 9564601-7
9/F, Motijheel C.A., Dhaka-1000. 9666944-8
Chittagong Stock Exchange Limited (CSE) CSE Library 714632-3
CSE Building, 1080, Sk. Mujib Road, Agrabad C.A., 720871-3
Chittagong
Name & address of the Auditor

S. F. Ahmed & Co.
Chartered Accountants
House #25 Road#13A Block-D, Banani, Dhaka – 1213
9894026, 9894346
TABLE OF CONTENTS
PARTICULARS Page No.
Conditions under Section 2CC of SEC………………………………………………………………… 01
Declaration about the Responsibility of Directors……………………………………………. 06
Due Diligence Certificate of Issue Manager and Underwriters…. …………….……… 08
Risk Factors………………………………………………………………….............................. 10
Use of Proceeds…………………………………………………………………………………………………. 12
Description of Business………………………………………………………………………………………. 12
Description of Property……………………………………………………………………………………… 16
Plan of Operation and Discussion of Financial Condition…………………………………. 17
Directors and Officers.................................................................... 23
Bio-data of Directors...................………………………………………………………………… 24
Involvement of officers and directors in certain legal proceedings………………… 27
Certain relationship and related transactions………………………………………………….. 27
Executive Compensation……………………………………………………………………………………. 28
Option Granted to Officers, Directors and Employees……………………………………… 28
Transactions with Promoters…………………………………………………………………………….. 28
Tangible assets per Share…………………………………………………………………………………… 29
Ownership of the Company’s securities……………………………………………………………. 29
Determination of Offering Price……………………………………………………………………….. 30
Market for the Securities being Offered……………………………………………………………. 31
Description of Securities Outstanding or being Offered……………………………………. 32
Debt Securities ………………………………………………………………………………………………….. 33
Lock in Provision ……………………………………………………………………………………………….. 34
Availability of Securities …………..……………………………………………………………………… 35
Application for Subscription………………………………………………………………………………. 36
Miscellaneous Information………………………………………………………………………………….. 38
Credit Rating Report of IPDC …………………………………………………………………………… 39
Application Form ………………………………………………………………………………………………. 50
Bankers’ to the Issue…………………………………………………………………………………………. 52
Application Form (NRB)……………………………………………………………………………………… 53
Auditors Reports in pursuance of section 135(1) …………………………………………….. 55
Ratio Analysis…………………………………………………………………………………………………….. 59
Auditors Reports & Accounts…………………………………………………………………………….. 60
Additional Disclosure …………………………………………………………………………………………. 78
Definition and Elaboration of the abbreviated
words and technical terms used in the Prospectus
AAA : AAA Consultants & Financial Advisers
AKFED : Aga Khan Fund for Economic Development

Allotment : Letter of allotment for shares
BB : Bangladesh Bank
BO A/C : Beneficial Owner account or Depository Account
Certificate : Share Certificate
Commission : Securities and Exchange Commission
Companies Act : Companies Act, 1994 (Act. No. XVIII of 1994)
CSE : Chittagong Stock Exchange Limited
DSE : Dhaka Stock Exchange Limited
GOB : The Government of People’s Republic of Bangladesh
FC Account : Foreign Currency Account
FI : Financial Institution
IPDC : Industrial Promotion and Development Company of
Bangladesh Limited
IPO : Initial Public Offering
Issue : Public Issue
Issuer : IPDC of Bangladesh Limited
NAV : Net Asset Value of the Company
NBFI : Non-Banking Financial Institution
NBR : National Board of Revenue
NRB : Non Resident Bangladeshi
Offering Price : Price of the securities of IPDC of Bangladesh Limited being
offered
Registered Office : 106, Gulshan Avenue, Hosna Center (4th floor), Dhaka-1212
RJSC : Registrar of Joint Stock Companies & Firms
SEC : Securities and Exchange Commission
Securities : Shares of IPDC of Bangladesh Limited
Sponsors : The sponsor shareholders of IPDC of Bangladesh Limited.
STD Account : Short Term Deposit Account
Subscription : Application money
The Company : IPDC of Bangladesh Limited
Issuer Company: Issue Manager:
IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers
DISCLOSURE IN RESPECT OF ISSUANCE

OF SECURITY IN DEMAT FORM
“As per provisions of the Depository Act, 1999 and regulations made thereunder, share of the
company will be issued in dematerialized form only and for this purpose the IPDC Of Bangladesh
Limited has signed an agreement with the Central Depository Bangladesh Ltd. (CDBL). Therefore,
all transfer/transmission, splitting or conversion will take place in the CDBL system and any
further issuance of shares (including right/bonus) will also be issued in dematerialized form
only.”
CONDITIONS UNDER 2CC OF THE SECURITIES

AND EXCHANGE ORDINANCE, 1969
PART-A
1. The company shall go for Initial Public Offer (IPO) for 13,90,000 ordinary shares only of
Tk.200.00 (Taka Two hundred) per share worth Taka 27,80,00,000.00 (Taka twenty seven crore
eighty lac) only following the Securities and Exchange Commission (Public Issue) Rules, 2006,
the Depository Act, 1999 and regulations issued there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be published by
the issuer in four national daily newspapers (in two Bengali and two English), within 03 (three)
working days of issuance of this letter. The issuer shall post the full prospectus vetted by the
Securities and Exchange Commission in the issuer’s website and shall also put on the web sites
of the Commission, stock exchanges, and the issue manager within 03 (three) working days
from the date of issuance of this letter which shall remain posted till the closure of the
subscription list. The issuer shall submit to SEC, the stock exchanges and the issue manager a
diskette containing the text of the vetted Prospectus in “MS-Word” format.
3. Sufficient copies of prospectus shall be made available by the issuer so that any person
requesting a copy may receive one. A notice shall be placed on the front of the application
form distributed in connection with the offering, informing that interested persons are entitled
to a prospectus, if they so desire, and that copies of prospectus may be obtained from the
issuer and the issue manager. The subscription application shall indicate in bold type that no
sale of securities shall be made, nor shall any money be taken from any person, in connection
with such sale until twenty five days after the prospectus has been published.
4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and
Exchange Commission for official record within 5 (Five) working days from the date of
publication of the abridged version of the prospectus in the newspaper.
5. The issuer company and the issue manager shall ensure transmission of the prospectus,
abridged version of the prospectus and relevant application forms for NRBs through e-mail,
simultaneously with publication of the abridged version of the prospectus, to the Bangladesh
Embassies and Missions abroad and shall also ensure sending of the printed copies of abridged
version of the prospectus and application forms to the said Embassies and Missions within five
working days of the publication date by express mail service (EMS) of the postal department. A
compliance report shall be submitted in this respect to the SEC jointly by the issuer and the
issue manger within two working days from the date of said dispatch of the prospectus & the
forms.
6. The paper clipping of the published abridged version of the prospectus, as mentioned at
condition 2 above, shall be submitted to the Commission within 24 hours of the publication
thereof.
7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial
Public Offering and shall also open FC account(s) to deposit the application money of the Non-
Resident Bangladeshis (NRBs) for IPO purpose, and shall incorporate full particulars of said FC
account(s) in the prospectus. The company shall open the abovementioned accounts for IPO
1
purpose; and close these accounts after refund of over-subscription. Non-Resident Bangladeshi
(NRB) means Bangladeshi citizens staying abroad including all those who have dual citizenship
(provided they have a valid Bangladeshi passport) or those, whose foreign passport bear a
stamp from the concerned Bangladesh Embassy to the effect that no visa is required to travel
to Bangladesh.
8. The issuer company shall apply to all the stock exchanges in Bangladesh within 07(seven)
working days from the date of issuance of this letter and shall simultaneously submit the
vetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges.
9. The following declaration shall be made by the company in the prospectus, namely:-
“Declaration about Listing of Shares with the Stock Exchange(s):
None of the stock exchange(s), if for any reason, grants listing within 75 days from the closure
of subscription, any allotment in terms of this prospectus shall be void and the company shall
refund the subscription money within fifteen days from the date of refusal for listing by the
stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case may
be.
In case of non-refund of the subscription money within the aforesaid fifteen days, the
company directors, in addition to the issuer company, shall be collectively and severally liable
for refund of the subscription money, with interest at the rate of 2% (two percent) per month
above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the
above mentioned conditions and shall submit compliance report thereon to the Commission
within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the
subscription money.”
10. The subscription list shall be opened and the sale of securities commenced after 25 (twenty
five) days of the publication of the abridged version of the prospectus and shall remain open
for 5 (Five) consecutive banking days.
11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft
drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency
deposit account maintained in Bangladesh or in Taka, supported by foreign currency
encashment certificate issued by the concerned bank, for the value of securities applied for
through crossed bank cheque marking “Account Payee only”. Application shall be sent by the
NRB applicants to the issuer company within the closing date of the subscription so as to reach
the same to the company by the closing date plus nine days. Applications received by the
company after the above time period will not be considered for allotment purpose.
12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and
Euro of Sonali Bank, which shall be mentioned in the Prospectus, as prevailed on the date of
opening of the subscription for the purpose of application of the NRBs and other non-
Bangladeshi persons, where applicable.
13. The company and the issue manager shall ensure prompt collection/clearance of the foreign
remittances of NRBs and other non-Bangladeshis, if applicable, for allotment of shares.
14. Upon completion of the period of subscription for securities the issuer and the issue manager
shall jointly provide the Commission and the stock exchanges with the preliminary status of
the subscription within 05 (five) working days, in respect of the following matters, namely: -
(a) Total number of securities for which subscription has been received;
(b) Amount received from the subscription; and
(c) Amount of commission paid to the banker to the issue.
2
15. The issuer and the issue manager shall jointly provide the Commission and the stock exchanges
with the list of valid and invalid applicants (i.e. final status of subscription) to the Commission
within 3 (three) weeks after the closure of the subscription along with bank statement
(original), branch-wise subscription statement, NRB application forms (photocopy attested by
the CEOs of the issuer company and the issue manager). The list of valid and invalid applicants
shall be finalized after examination with the CDBL in respect of BO accounts and particulars
thereof.
16. The IPO shall stand cancelled and the application money shall be refunded immediately (but
not later than 6(six) weeks from the date of the subscription closure) if any of the following
events occur:
a) Upon closing of the subscription list it is found that the total number of valid applications
(in case of under subscription including the number of the underwriter) is less than the
minimum requirement as specified in the listing regulations of the stock exchange(s)
concerned; or
b) At least 50% of the IPO is not subscribed.
17. 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for
mutual funds and collective investment schemes registered with the Commission, and the
remaining 80% shall be open for subscription by the general public. In case of under-
subscription under any of the 10% categories mentioned above, the unsubscribed portion shall
be added to the general public category and, if after such addition, there is over subscription
in the general public category, the issuer and the issue manager shall jointly conduct an open
lottery of all the applicants added together.
18. All the applicants shall first be treated as applied for one minimum market lot of 50 shares
worth Tk.10,000/-. If, on this basis, there is over subscription, then lottery shall be held
amongst the applicants allocating one identification number for each application, irrespective
of the application money. In case of over-subscription under any of the categories mentioned
hereinabove, the issuer and the issue manager shall jointly conduct an open lottery of all the
applications received under each category separately in presence of representatives from the
issuer, the stock exchanges and the applicants, if there be any.
19. Lottery (if applicable) shall be held within 5 (five) weeks from closure of the subscription date.
20. The company shall issue share allotment letters to all successful applicants within 6 (six)
weeks from the date of the subscription closing date. Within the same time, Refund to the
unsuccessful applicants shall be made in the currency in which the value of securities was paid
for by the applicants without any interest, through Account Payee Cheque/ refund warrants
with bank account number, bank’s name and Branch as indicated in the securities application
forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case
may be. A compliance report in this regard shall be submitted to the Commission within
7(seven) weeks from the date of closure of subscription.
21. The company shall furnish the List of Allotees to the Commission and the stock exchange(s)
simultaneously in which the shares will be listed, within 24 (twenty four) hours of allotment.
22. In the event of under-subscription of the public offering, the unsubscribed portion of securities
shall be taken up by the underwriter(s) (subject to para -16 above). The issuer must notify the
underwriter to take up the underwritten shares within 10 (ten) days of the subscription closing
date on full payment of the share money within 15(fifteen) days of the issuer’s notice. The
underwriter shall not share any underwriting fee with the issue manager, other underwriters,
issuer or the sponsor group.
23. All issued shares of the issuer at the time of according this consent shall be subject to a lock-
in period of three years from the date of issuance of prospectus or commercial operation,
whichever comes later:
Provided that the persons, other than directors and those who hold 5% or more, who have
subscribed to the shares of the company within immediately preceding two years of according
3
consent, shall be subject to a lock-in period of one year from the date of issuance of
prospectus or commercial operation, whichever comes later.
24. Either a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) in
respect of the shares already issued shall be issued covering together respective total holding,
which shall contain the expiry date of lock-in period or Sponsors/Directors/
Promoters/Shareholders’ shareholding shall be converted into demat form but shall be locked-
in for three years as per the condition at para-23 above.
25. In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/ Shareholders,
the said share certificates shall be kept under custody of a security custodian bank registered
with SEC during the lock-in period. The name and branch of the bank shall be furnished to the
Commission jointly by the issuer and the issue manager, along with a confirmation thereof
from the custodian bank, within one week of listing of the shares with the stock exchange(s).
26. In case of dematerialization of shares held by the existing Sponsors/ Directors/ Shareholders,
the copy of dematerialization confirmation report generated by CDBL and attested by the
managing director of the company along with lock-in confirmation shall be submitted to SEC
within one week of listing of the shares with the stock exchange(s).
27. The company and the issue manager shall apply to the stock exchanges for listing within
7(seven) working days of issuance of this letter and shall simultaneously submit to the
Commission attested copies of the application filed with the stock exchanges.
28. The company shall not declare any benefit other than cash dividend based on the financial
statement for the period ended December 31, 2005.
Part –B
1. The issue manager (i.e. AAA Consultants & Financial Advisers) shall ensure that the abridged
version of the prospectus and the full prospectus is published correctly and in strict conformity
without any error/omission, as vetted by the Securities and Exchange Commission.
2. The issue manager shall carefully examine and compare the published abridged version of
prospectus on the date of publication with the copy vetted by SEC. If any discrepancy/
inconsistency is found, both the issuer and the issue manager shall jointly publish a
corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies
thereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency
as required under ‘Due Diligence Certificates’ provided with SEC.
3. Both the issuer company and the issue manager shall, immediately after publication of the
prospectus and its abridged version, jointly inform the Commission in writing that the
published prospectus and its abridged version are verbatim copies of the same as vetted by the
Commission.
4. The fund collected through IPO shall not be utilized prior to listing with stock exchange and
that utilization of the said fund shall be effected through banking channel, i.e. through
account payee cheque, pay order or bank drafts etc.
5. The company shall not account for any upward revaluation of its fixed assets creating reserve
without prior permission from the Securities and Exchange Commission.
6. The company shall furnish report to the Commission on utilization of IPO proceeds within 15
days of the closing of each quarter until such fund is fully utilized, as mentioned in the
schedule contained in the prospectus, and in the event of any irregularity or inconsistency, the
Commission may employ or engage any person, at issuer’s cost, to examine whether the issuer
has utilized the proceeds for the purpose disclosed in the prospectus.
4
7. All transactions, excluding petty cash expenses, shall be effected through the company’s bank
account(s).
8. Proceeds of the IPO shall not be used for any purpose other than those specified in the
prospectus. Any deviation in this respect must have prior approval of the shareholders in the
EGM under intimation to SEC and stock exchange(s).
9. Directors on the company’s Board: This will be in accordance with the applicable laws, rules
and regulations.
PART-C
1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance,
1969 shall be incorporated in the prospectus immediately after the page of the table of
contents, with a reference in the table of contents, prior to its publication.
2. The Commission may impose further conditions/restrictions etc. from time to time as and
when considered necessary which shall also be binding upon the issuer company.
PART-D
1. As per provision of the Depository Act, 1999 and regulations made there under, shares will only
be issued in dematerialized condition. All transfer/ transmission/ splitting will take place in
the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares
(right/bonus) will be issued in dematerialized form only.
An applicant (including NRB) shall not be able to apply for allotment of shares without
beneficial owner account (BO account).
2. The issue manager shall also ensure due compliance of all above.
GENERAL INFORMATION
AAA Consultants & Financial Advisers has prepared this Prospectus from information supplied by
IPDC (the Company) and also several discussions with Chairman, Managing Director and related
executives of the Company. The Directors of both IPDC and AAA Consultants & Financial
Advisers collectively and individually, having made all reasonable inquiries, confirm that to the
best of their knowledge and belief, the information contained herein is true and correct in all
material respect and that there are no other material facts, the omission of which, would make
any statement herein misleading.
No person is authorized to give any information or to make any representation not contained in
this Prospectus and if given or made, any such information or representation must not be relied
upon as having been authorized by the Company or AAA Consultants & Financial Advisers.
The Issue as contemplated in this document, is made in Bangladesh and is subject to the
exclusive jurisdiction of the courts of Bangladesh. Forwarding this Prospectus to any person
resident outside Bangladesh in no way implies that the Issue is made in accordance with the
laws of that country or is subject to the jurisdiction of the laws of that country.
A copy of this Prospectus can be obtained from the Registered Office of IPDC, AAA Consultants
& Financial Advisers, the underwriters and the Stock Exchanges where the securities will be
traded.
5
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY “INDUSTRIAL PROMOTION AND DEVELOPMENT COMPANY OF BANGLADESH LIMITED” IN
RESPECT OF PROSPECTUS.
This prospectus has been prepared, seen and approved by us, and we, individually and collectively,
accept full responsibility for the authenticity and accuracy of the statements made, information given
in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the
Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions
concerning this public issue and prospectus have been met and that there are no other information or
documents the omission of which make any information or statements therein misleading for which the
Commission may take any civil, criminal or administrative action against any or all of us as it may
deem fit.
We also confirm that full and fair disclosure has been made in this prospectus to enable the investors
to make a well informed decision for investment.
Sd/- Sd/- Sd/-

Md. Nurul Amin Syed Mushtaq Anwar Poonawala
Chairman Director Director
Secretary-Ministry of Former Secretary- Government of The (Nominated by Aga Khan
Industries Peoples’ Republic of Bangladesh Fund for Economic
(Nominated by Bangladesh (Nominated by Bangladesh Development)
Government) Government)
Sd/- Sd/- Sd/-
Shabbir Hashmi Sulaiman Ajanee Kamaluddin A. Aziz
Director Director Director
(Nominated by Aga Khan Fund for (Nominated by Aga Khan
Economic Development) Fund for Economic
Development)
Sd/- Sd/- Sd/-
Shabir Kassam Altaf Hussain Shah A Sarwar
Director Director Managing Director & CEO
(Nominated by Aga Khan Fund (Nominated by Aga Khan Fund for
for Economic Development) Economic Development)
CONSENT OF DIRECTOR(S) TO SERVE AS DIRECTOR(S)
We hereby agree that we have been serving as Director(s) of Industrial Promotion and Development
Company of Bangladesh Limited and continue to act as a Director of the company.
Sd/- Sd/- Sd/-

Secretary-Ministry of Former Secretary- Government of The (Nominated by Aga Khan
Industries Peoples’ Republic of Bangladesh Fund for Economic
(Nominated by Bangladesh (Nominated by Bangladesh Development)
Government) Government)
Sd/- Sd/- Sd/-
Shabbir Hashmi Sulaiman Ajanee Kamaluddin A. Aziz
Director Director Director
(Nominated by Aga Khan Fund for (Nominated by Aga Khan
Economic Development) Fund for Economic
Development)
Sd/- Sd/- Sd/-
(Nominated by Aga Khan Fund (Nominated by Aga Khan Fund for
for Economic Development) Economic Development)
6
DECLARATION ABOUT FILING OF PROSPECTUS WITH

THE REGISTRAR OF JOINT STOCK COMPANIES
A dated and signed copy of this prospectus will be filed for registration with the Registrar of Joint
Stock Companies and Firms, Bangladesh, as required by Section 138(1) of the Companies Act, 1994, on
or before the date of publication of this prospectus in the newspaper.
MATERIAL INFORMATION AFTER THE DATE OF AUDITED ACCONTS
Associates of IPDC Limited, one of the shareholders of IPDC, has sold its entire holding of 280,140
Ordinary Shares to the following parties:
Name of the Transferor Name of Transferee No. of share

Associates of IPDC Limited Summit Industrial & Mercantile 140,070
Corporation (pvt.) Ltd.
Associates of IPDC Limited Alliance Holdings Limited 140,070
Total No. of Share 280,140
The above share transfer has been approved by the Board of IPDC at its 91st Board Meeting held on May
17, 2006. The necessary formalities with the RJSC are now in progress.
DECLARATION BY THE ISSUER ABOUT THE APPROVAL

FROM SEC FOR ANY MATERIAL CHANGES
In case of any material changes in any agreement, contract, instrument, facts and figures, operational
circumstances and statement made in the Prospectus subsequent to the preparation of the prospectus
and prior to its publication shall be incorporated in the prospectus and the said prospectus should be
published with the approval of the Commission.
For Issuer
Sd/-
Shah A Sarwar
Managing Director & CEO
IPDC Of Bangladesh Limited
7
DECLARATION BY THE ISSUE MANAGER ABOUT THE APPROVAL

FROM SEC FOR ANY MATERIAL CHANGES
In case of any material changes in any agreement, contract, instrument, facts and figures, operational
circumstances and statement made in the Prospectus subsequent to the preparation of the prospectus
and prior to its publication shall be incorporated in the prospectus and the said prospectus should be
published with the approval of the Commission.
For Manager to the Issue
Sd/-
Khwaja Arif Ahmed
MANAGING PARTNER & CEO April 25, 2006
AAA Consultants & Financial Advisers
DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE
Sub: Public offer of 1,390,000 Ordinary Shares of Taka 200.00 each of including a premium
Tk.100.00 per share by IPDC Of Bangladesh Limited.
We, the under-noted Manager to the Issue to the above-mentioned forthcoming issue, state as follows:
1. We, while finalizing the draft prospectus pertaining to the said issue, have examined various
documents and other materials as relevant for adequate disclosures to the investors; and
2. On the basis of such examination and the discussions with the issuer company, it’s directors and
officers, and other agencies, independent verification of the statements concerning objects of the
issue and the contents of the documents and other materials furnished by the issuer company;-
WE CONFIRM THAT:
a) the draft prospectus forwarded to the Commission is in conformity with the documents,
materials and papers relevant to the issue;
b) all the legal requirements connected with the said issue have been duly complied with; and
c) the disclosures made in the draft prospectus are true, fair and adequate to enable the
investors to make a well informed decision for investment in the proposed issue.
For Manager to the Issue
Sd/-
Khwaja Arif Ahmed
Managing Partner & CEO
8
DUE DILIGENCE CERTIFICATE OF THE UNDERWRITERS
Sub: Public Offer of 1,390,000 Ordinary Shares of Taka 200.00 each including a premium of
Tk100.00 per share of IPDC Of Bangladesh Limited.
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and
collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined
the draft prospectus, other documents and materials as relevant to our underwriting decision; and
2. On the basis of such examination and the discussions with the issuer company, it’s directors and
officers, and other agencies, independent verification of the statements concerning objects of the
issue and the contents of the documents and other materials furnished by the issuer company;-
WE CONFIRM THAT:
(a) all information as are relevant to our underwriting decision have been received by us and the
draft prospectus forwarded to the Commission has been approved by us;
(b) we shall subscribe and take up the un-subscribed securities against the above-mentioned public
issue within 15 (fifteen) days of calling up thereof by the issuer; and
(c) this underwriting commitment is unequivocal and irrevocable.
For Underwriter(s)
Sd/-
Managing Director
AB Bank Limited
Prime Bank Limited
National Bank Limited
The Trust Bank Limited
BASIC Bank Limited
ICB Capital Management Limited
Swadesh investment Management Limited
9
RISK FACTORS AND MANAGEMENT’S PERCEPTION ABOUT THE RISK
As with all investments, investors should be aware that there are risks associated with an investment
in the Company. These risks could result in loss of income or capital investment. Investors are
encouraged to seek independent financial advice.
Interest Rate Risk

The Company’s financing in different sectors are generally structured at fixed and variable rates for
specified terms. Increase in interest rates of borrowings could narrow or eliminate the spread, or
result in a negative spread, and hence, may have a material adverse effect on the Company’s business,
financial condition and/or results of operations.
Although the consequences of unusual and abrupt increase in borrowing rate cannot be avoided,
the company takes all the appropriate measures to minimize the negative consequences. For
instance, IPDC currently pursues a policy under which interest rate can be revised for any
unusual and abrupt change at its own discretion as and when required.
Liquidity Risk
The Company’s business is funded through loans and deposits from local banks, international financial
institutions and retail customers. Dependency on bank loan and lower level of retail deposit may place
it in a disadvantageous position.
The management of IPDC is aware of the situation and it has already started diversifying
sources of funds to reduce the dependency on funds like banks .IPDC has already introduced
public deposit scheme and a full scale operation is now underway. In 2004, IPDC issued Zero
Coupon Bond backed by asset securitization which was privately placed successfully as
alternative source of fund. Besides, the management of the company is prudently working upon
securing credit lines from both local and foreign sources.
Exchange Rate Risk

Exchange rate fluctuation may reduce the profitability of IPDC because it secures credit lines from
various foreign sources.
IPDC pursues a prudent policy in managing exchange risks on its foreign currency funds.
Exposures on the principal borrowing are hedged. In order to mitigate the exchange rate
fluctuation, IPDC does not convert these foreign currency loans into local currency and the
proceeds of the said foreign currency loans are deposited in local banks and counterpart local
currency funds are obtained to make investments.
Industry Risk
Entry of new competitor may increase the market competition and may adversely affect the
profitability of IPDC.
Financial institution (FI) is a fast growing industry with annual growth rate of 30%. But FI
participation is only 5% of the total credit market. There is a good potential for a well
established and leading financial institutions like IPDC to expand increase its market share in
near future in this fast growing industry.
Market and technology related Risk

In the global market of 21st century, developed technology obsoletes the old service/ product strategy.
So the existing technology may not be efficient enough to cope up with the future trend and needs.
IPDC management always puts emphasis on development and implementation of appropriate

technology and is committed to continue to invest in information technology as always.
10
Change in Regulatory Policies

Bangladesh Bank may increase the Statutory Liquidity Requirement (SLR) of NBFI, which may create
fund constrain for the NBFI.
IPDC has substantial bank deposits as assets which is accepted by Bangladesh Bank as SLR. As
such, any change in SLR rate does not have impact upon IPDC.
Change in Government Policy

A Financial institution’s ability to operate profitably is directly related to the monetary and fiscal
policy of the country at any given point in time. Imposition of restrictive monetary and/or fiscal policy
by the government at any time may affect a company’s profitability.
Government is perusing a policy of liberalization of the financial sector. Efficiency of the

financial systems may result in reduction of overall lending rates. Low costs could help increase
business volumes for financial institutions including IPDC.
Changes in Economic & Political Condition

Changing economic conditions may affect the demand for the type of finance offered by the Company.
Downturn of economic activity or uncertainty may result in a downturn in demand for loan funds for
industry.
Generally, this risk applies to every financing institution in the country but they are normally
mitigated by being aware of the circumstances and taking appropriate action in time. IPDC has
always kept abreast of changing business environments and this is evidenced by its good
financial performance in the past. IPDC’s performance has been steady during periods of
political turmoil and natural calamities.
Portfolio management risk

Poor quality of project appraisal, slack monitoring of outstanding debts, inadequate/ inappropriate
documentation and other forms of management deficiencies may affect the quality of IPDC portfolio.
Under the close supervision of IPDC’s internationally reputed shareholders, the management of
IPDC has developed skills and ability to appraise a project efficiently, ascertain the risk factors,
address them and monitor performance closely.
Asset quality risk

Additional provisioning may be required due to deterioration in asset quality which will reduce the
profit as well as the dividend.
IPDC management recognizes this risk and has so far demonstrated its ability to maintain
reserves as per Bangladesh Bank guideline and proper management of its portfolio.
Competition with Commercial Banks

Commercial Banks are leaders of the lending market. It is estimated that more than 90% market share
of credit market is held by commercial banks. With the advantages of lower cost of fund, commercial
banks may increase the market competition.
Commercial banks focus in providing mid-term and short term financing. Although commercial
banks are currently the largest term loan providers, NBFIs play an important role in terms of
advising, structuring and syndicating term loans for projects with special needs. IPDC has some
advantages over the commercial banks in this regard, such as flexibility of the terms of its
lending, quick disbursement, leasing and equity investment, and the ability to syndicate/
arrange funds from domestic and foreign sources. This strategic edge, coupled with a strong
customer-oriented approach, creates demand for IPDC financing despite the fact that IPDC
charges higher rates than commercial banks. Furthermore, even in comparison with NBFIs, IPDC’s
financial products are competitive.
11
Change in Fiscal Policy

The Company's leasing activities generate significant depreciation allowances that provide the
Company with substantial tax benefits on an ongoing basis. In addition, the Company's lessees
currently enjoy favourable tax treatment due to entitlement of depreciation. Any change of current
tax laws may make lease financing less attractive and would have a material impact on the Company's
business, financial condition and/or results of operations.
We have been putting our best efforts to manage our tax and accounting matters professionally.
Unless a material change takes place in the fiscal policy, which would affect the leasing industry
as a whole, we are prepared to address the issues that may have any significant impact on the
Company's business, financial condition and/or results of operations
USE OF PROCEEDS
The public issue is the compliance of statutory requirement of the Company. The proceeds will
strengthen the capital base and liquidity of the Company. Besides it will augment business expansion
As such the proceeds of the present issue of 1,390,000 ordinary share at Tk.200/- each (including a
premium of Tk. 100/- per share) amounting to Tk. 278,000,000/- would be utilized in the normal
business operations such as investment, leasing, lending, refinancing of the Company.
DESCRIPTION OF BUSINESS
IPDC was first conceived as a result of an IBRD/IFC Industrial Sector mission to Bangladesh in 1978.
Subsequently, a detailed feasibility study and strategic policy dialogue among the Government, IFC
and other international partners resulted in the establishment of IPDC as an alternative development
finance institution in the private sector. The Company in 1981 became the first private sector
Development Finance Institution (DFI) in Bangladesh. IPDC takes pride in being recognized today as a
premier development finance institution providing high quality financial services to its clients for their
investment needs.
IPDC was established by a distinguished multilateral team of shareholders. The founding shareholders
are:
• The Government of the Peoples' Republic of Bangladesh (GOB),
• Commonwealth Development Corporation (CDC), of the United Kingdom,
• German Investment and Development Company (DEG), of Germany,
• International Finance Corporation (IFC) – an affiliate of the World Bank, and
• The Aga Khan Fund for Economic Development (AKFED).
Presently AKFED is the majority shareholder with 66% ownership of IPDC and Government of
Bangladesh holds 28%. IPDC Board of Directors has nine members, out of which five are nominated by
AKFED, two are nominated by the Government of Bangladesh and one is an independent director.
Aga Khan Fund for Economic Development (AKFED)

In early 2004, AKFED as part of its strategy to strengthen its presence in the financial sector of this
region acquired 70% stake in IPDC by purchasing the shares from IFC, CDC and DEG.
The Aga Khan Fund for Economic Development S.A. (AKFED), incorporated in Switzerland, is an
international development agency which promotes entrepreneurship in the private sector in specific
regions of the developing world. AKFED promotes private sector initiative and entrepreneurship
through equity investment in partnerships with multilateral agencies, international investors, local
development institutions and individuals. AKFED operates in five broad sectors: industry and
infrastructure, tourism development, financial services, media and aviation.
12
The Role of IPDC in Financing

IPDC specializes in project financing and provides innovative investment solutions. This includes
investing in projects that add value and contribute to the country’s overall economic development. It
invests through equity participation, term lending and lease financing. IPDC has been playing pivotal
role in almost all the industrial sectors. It has also special focus in infrastructure and social sector
projects.
IPDC has also been providing innovative investment solutions and project advisory services to its clients
in industrial and social sectors like education and health care. The investments IPDC makes are meant
to achieve a number of objectives:
• Employment and income generation
• Revenue generation for the government
• Production capacity addition
• Earned or saved foreign exchange
• Linkage and business development
• Skills and technology transfer
• Offering environmental risk assessment and its management
The positive image IPDC has created has been established through more than two decades of
consistent commitment towards excellence in providing financial services. With a conscious effort to
anticipate influences in the domestic and foreign environment, IPDC has the ability to adapt to the
changing needs of time.
IPDC envisages continuing and expanding its role as a catalyst in inspiring, strengthening and enhancing
the financial sector development of the country. IPDC has pioneered the concept of lease financing in
Bangladesh. It was one of the sponsor shareholders of Industrial Development Leasing Company of
Bangladesh Limited (IDLC). Another IPDC initiative has been developing the concept of house mortgage
financing in the country. IPDC was also promoter shareholder of National Housing and Finance
Company Ltd (NHFL). IPDC has been credited with pioneering subscription of Cumulative Redeemable
Preference Shares and issuance of Zero Coupon Bond through asset backed securitization as an
alternate means of finance.
Financial engineering and investment solutions prescribed by IPDC are based on project needs.
Services include -
• Long term loan
• Short term loans
• Working capital finance
• Equity finance
• Quasi Equity finance ( Preferred Stock)
• Lease finance
• Bridge finance
• Loan syndication
• Underwriting
• Corporate advisory services
• Asset backed securitization
IPDC has been a partner in a number of milestone projects:

• IDLC, first leasing company in Bangladesh
• Pacific Bangladesh Limited (Citycell), the pioneer private telecom firm in Bangladesh
• Holcim (Bangladesh) Limited, the first issuer of Cumulative Redeemable Preference Shares
• GMG Airlines , the market leader in private aviation in Bangladesh
• Alpine Fresh, the second mineral water bottling plant in Bangladesh
• Fantasy Kingdom, the country’s first theme park
• Summit Group, leader in Independent Power Plant (IPP)
• Scholastica School, first institutional funding to private sector education
• National Housing and Finance Limited ,second house mortgage finance company in Bangladesh
13
Mission Statement
”To be the agent of change for development and to provide investment solutions”
Sectoral Exposure of IPDC Investments

Sector wise Portfolio based on Total Investment(as of December 31, 2005)
Particulars Exposure in %
Engineering & Building Materials 13.54%
Textile (Other Than RMG & Knitwear) 11.29%
Transport & Aviation 9.88%
Infrastructure 7.58%
Chemicals, Pharmaceuticals and Allied Industries 6.12%
Agro-Based Industries 6.11%
RMG and Knitwear 5.80%
Food and Allied Products (Other than Agro-Based Products) 5.41%
Social Sector 4.97%
Paper Converting & Packaging, Printing And Publishing 4.56%
Hotel, Tourism & Leisure 3.38%
Glass, Ceramics and Other Non-Metallic Mineral Products 3.16%
Bank & Non-Bank Financial Institution 2.60%
ICT 1.51%
Tannery, Leather and Rubber Products 0.24%
Others 13.86%
Total: 100.00%
(2) Products/ Services Contributing More than 10% to Revenue:
Revenue incomes from the main products/services for the years ended December 31, 2005 and 2004
are as follows:
Description Dec’ 2005 Percentage Dec’ 2004 Percentage

Interest on loans 321,209,425 28.69 % 291,314,020 32.52%
Interest on short term finance 294,672,603 26.32 % 181,875,649 20.30%
Lease income 215,603,032 19.26 % 258,381,792 28.84%
Exchange gain 122,463,045 10.94% 30,000,000 3.35%
Dividend on investment in Share 116,488,015 10.41 % 91,077,592 10.17%
Other Business Indicators: (As per Audited Accounts in Tk.)

Particulars Dec’ 2005 Dec’ 2004 Dec’ 2003
Authorized Capital 1,000,000,000 1,000,000,000 1,000,000,000
Issued, Subscribed & Paid-up Capital 478,014,000 478,014,000 450,000,000
Shareholder’s Equity 1,123,641,721 1,097,341,697 927,384,649
Total Assets 11,946,466,858 16,117,922,470 10,876,567,247
Operating Revenue 1,119,424,534 895,842,874 808,553,015
Operating Expenses 872,769,286 615,692,224 518,731,243
Net Profit after tax 134,126,082 225,304,048 190,442,375
(3) Associates, Subsidiary/Related Company
The Company has no associates or subsidiary or related company.
(4) Distribution of Products/Services:
The products/services of the Company are distributed/rendered from the Registered Office at 106
Gulshan Avenue, Hosna Centre (4th Floor), Dhaka 1212, of the Company throughout the country.
14
(5) Competitive Conditions in the Business:
The Financial Sector comprises of large number of Financial Institutions (28 nos. now). All the Non-
Banking Financial Institutions (NBFI) and banks having leasing windows are competitors. Despite of this
stiff competition, the private sector FIs are also earning significantly. In 2005 the Financial Sector as a
whole achieved a growth rate of 52% as per published report from Dhaka Stock Exchange (DSE). Among
the 28 financial institutions operating in Bangladesh, major competitors other than banks are as under:
• IDLC of Bangladesh Limited.
• United Leasing Company Limited
• Uttara Finance & Investment Limited
• International Leasing & Finance Limited
• Prime Finance & Investment Ltd
(6) Sources and availability of raw materials and the names of the principal suppliers
Raw material for a Non-Banking Financial Institution is fund which is mainly mobilized/ procured from
equity capital, term deposits and interest on loans.
(7) Sources of, and requirement for, power, gas & water:
The Company does not require such utilities except for ordinary use in office work.
(8) Names of the Customers providing 10% or more revenues:
Company’s customers do not include any one providing 10% or more of revenues.
(9) Contract with Principal Suppliers/Customers:
The Company always enters into contracts with all the customers of the Company as normal course of
business.
(10) Material Patents, Trade Marks, Licenses or Royalty Agreements:
The Company has not entered into any such Agreements.
(11) Employees’ Position (as on 31.12.2005)
During the year there were 27 employees employed for the full year and 17 employees less than full
year at a remuneration of Taka 3,000 per month and above. At the end of the year, there were 44
employees in the company. All of them are full time employed.
15
DESCRIPTION OF PROPERTY
The Company’s main business is being conducted through its Registered Office at Hosna Center (4th
Floor), 106 Gulshan Avenue, Dhaka-1212 on its own premises. However, The Company owns the
following fixed assets as given below:
(As per Audited Accounts amounts in Taka)
Particulars Cost at Original Written Down Value Written Down Value
(As on Dec 31, 2005) (As on Dec 31, 2004)
Office Premises 44,813,500 *67,694,400 -
Motor Vehicles 11,692,300 4,119,679 4,726,069
Furniture and Fixtures 18,618,913 16,471,011 1,128,127
Equipment & appliance 15,621,957 8,940,215 1,918,656
Total 90,746,670 97,225,305 7,772,852
* Including revaluation adjustment of BDT 23,627,792
1. The Company itself owns the entire fixed assets.

2. There exists no mortgage or lien on the properties of the Company.
3. At present, the Company does not have any properties taken on lease.
16
PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION
The Company started commercial operation in 1981. The comparative financial conditions for the years
ended December 31, 2005, 2004 and 2003 are given below:
(1) Internal & external Sources of Cash:

(As per Audited Accounts amount in Taka)
Particulars 31-12-2005 31-12-2004 31-12-2003
Internal Sources of Cash
Share capital 478,014,000 478,014,000 450,000,000
Share premium 28,014,000 28,014,000 -
Statutory reserve 44,949,704 44,949,704 44,949,704
Revaluation reserve- Office premises 23,627,792 - -
Proposed dividend 47,801,400 119,503,500 101,250,000
Dividend distribution tax - 11,950,350 10,125,000
Revenue reserves 501,234,825 414,910,143 321,059,945
Sub Total 1,123,641,721 1,097,341,697 927,384,649
External Sources of Cash
Loan funds (unsecured) 3,237,526,821 3,225,066,148 3,130,600,988
Deferred Liabilities 73,324,066 70,335,626 154,885,777
Sub Total 3,310,850,887 3,295,401,774 3,285,486,765
Grand Total 4,434,492,608 4,392,743,471 4,212,871,414
(2) Material Commitment for Capital Expenditure:

The company has capital expenditure commitment of Tk. 1,231,150 on account of computer purchase
at the balance sheet date. The payment will be made out of the current year’s revenue generated
from business operation.
(3) Causes for material changes in Income, Expenses & Net-Income:
Since start of the business 1981, the revenue in the form of investment income, lease rental, interest
on direct finance, other operational and non-operational income of the Company has continued to
change (increase) due to relentless effort and commitment of the management, supported by the
fiscal policy of the Government, general economic growth factors including increase in
exports/imports, increased public expenditures, increased investment in trade and industry and human
resource development.
In the year 2005, IPDC increased its provisioning by an amount of Tk. 208,272,533 in strict
compliance with Bangladesh Bank requirements. It eventually reduced the profit margin for the
said year.
Income:
A comparative income position of the Company for the years ended December 31, 2005, December 31,
2004, December 31, 2003 are as follows (as per Audited Accounts)
17
Operating Revenue
Description Yr-2005 Yr-2004 Yr-2003
Dividend on Investment in
116,488,015 91,077,592 93,164,151
share
Profit on sale of share 45,386,074 31,123,092 43,498,116
Interest on loans 321,209,425 291,314,020 264,729,970
Lease income 215,603,032 258,381,792 258,222,893
Interest on short term finance 294,672,603 181,875,649 94,625,525
Supervision fees 112,092 2,005,140 6,941,419
Consultancy fee - - -
Appraisal and feasibility study
1,060,000 1,755,000 6,135,000
fees
Syndication fees 392,859 2,600,000 -
Commitment fees 566,316 752,542 1,334,669
Documentation fees 150,000 505,000 1,620,000
Other fees 1,321,073 4,453,047 2,011,272
Exchange gains 122,463,045 30,000,000 36,270,000
Total Operating Revenue 1,119,424,534 895,842,874 808,553,015
Operating Expenses
A comparative operating expense position of the Company for the years ended December 31, 2005,
2004, 2003 are as follows:

General and administrative
62,069,829 54,908,356 42,514,849
expenses
Finance cost - net of interest
810,699,457 560,783,868 476,216,394
on bank deposit
Total Operating Expenses 872,769,286 615,692,224 518,731,243
Profit Before Provision & Tax
A comparative operating profit before provision and taxes position of the Company for the years ended
December 31, 2005, December 31, 2004, December 31, 2003, are as follows:
Total Operating Revenue 1,119,424,534 895,842,874 808,553,015
Total Operating Expenses 872,769,286 615,692,224 518,731,243
Total Income from Operations 246,655,248 280,150,650 289,821,772
Non Operating & Other Income 103,772 149,999 0
Profit before Provision & Tax 246,759,020 280,300,649 289,821,772
(4) Seasonal Aspects:
In general there is no seasonal impact on the business of the Company.
(5) Known Trends, Events or Uncertainties:
Volatile money market, scarcity of funds (liquidity crisis), entrance of new technology, increased
competition, political unrest, hartal (strike) and flood are the known events in our country. These may
affect the business of the Company.
(6) Changes in Assets to Pay Off Liabilities:
No asset of the Company has been used to pay off any liabilities.
18
(7) Loans Taken from Subsidiary or Associate Concern
The Company has no subsidiary or associate concern. Therefore taking loan from such concern does not
arise.
(8) Future Contractual Liabilities
The Company does not enter into any such contractual arrangement other than the normal course of
business under the Financial Institutions Act, 1993 and other regulatory obligation.
(9) Future capital expenditure
The Company does have plan to expand its business further and capital expenditure will be planned as
and when required.
(10) VAT, Income Tax, or other Tax Liability
(i) VAT: Except income from fees, commission and charges, all others income of the company
is exempted of VAT. There is no liability in this respect as on 31 December 2005
(ii) Income Tax: Assessments up to the Year 2004-2005 of the Company were completed and
settled. Return for the Assessment Year 2005-2006 has been submitted to the tax authority
and is yet to be finalized.
(11) Operating Lease During Last Five Years
Rent
Period Monthly Advance
Particulars of Leased Premises Area sft. per sft
of Lease Amount Outstanding
(Tk.)
Head office, BRAC Center 8th Floor,
5,855 02 years 50 292,750 Adjusted
75 Mohakhali, Dhaka
Store/File Office
Bangladesh Insurance Academy, 482.5 02 years 28.46 13,732 56,464
Mohakhali, Dhaka
• IPDC has moved to its own building in September, 2005 at Hosna Center(4th floor), 106 Gulshan
Avenue Dhaka –1212 from its earlier rented office at the mentioned BRAC Center. As such, no
operation takes place any more at BRAC Center.
• Office at Bangladesh Insurance Academy is still being kept for official purpose of the Company.
(12) Finance Lease Commitments
There were two such lease agreements with IDLC of Bangladesh Limited. The two lease agreements
were entered into for an amount of Tk. 7,932,225 and Tk. 4,890,000 on 25.02.1998 and 27.12.1998
respectively. However, the aforesaid lease arrangements were expired during the year 2005.
(13) Personnel Related Scheme
The Company undertakes various training schemes at home and abroad for human resource
development. It also has a well-designed compensation packages for attracting highly capable
professional with high degree of integrity. This includes salary and allowances, bonus, leave
encashment, gratuity, provident fund, group life and health insurance scheme, etc. Apart from the
financial benefits, IPDC management pursues a policy for employee training both on and off the job in
home and abroad to increase skills and to build capacity of its human resources.
19
(14) Break Down of Expenses for Issue Manager and Underwriters
Following is the amount to be paid to the Issue Manager and Underwriters for the purpose of IPO of the
Company:
• Issue Management Fee of Tk. 1,390,000.00

• Underwriting commission of Tk. 695,000.00 being 0.50% on the amount of Tk. 139,000,000.00
(50% of the IPO amount). Additional take up commission @ 0.50% (maximum) will be paid on
unsubscribed amount in case of under subscription.
IPO Expenses:
Detail of estimated Public Issue expenses are shown below:
Amount in
Particulars
Tk.
Manager to the Issue fee 1,390,000.00
Securities & Exchange Commission Application fees 10,000.00
Securities & Exchange Commission Consent fees 417,000.00
Underwriting Commission (0.50% of Tk. 139.00 million) 695,000.00
Banker to the Issue (0.10% on total subscription amount) 1,112,000.00
Listing fee to DSE & CSE (0.25% on Tk.100.00 million & .15% for the rest amount + 2,653,000.00
Tk.90,000 + Tk.5,000)
Printing of Prospectus & application forms (Estimated or at actual) 145,000.00
Advertisement of abridged version of prospectus and notices etc (Estimated ) 300,000.00
Arrangement of Lottery 355,000.00
CDBL related expenses 637,250.00
Credit Rating 300,000.00
Post Issue Expenses (Estimated) 722,800.00
Total 8,737,050.00
(15) Revaluation of Company’s Assets & Summary Thereof
The management of IPDC has recently revalued its registered office premise at 106, Gulshan Avenue,
Hosna Centre (4th Floor), Dhaka-1212. The Company has begun operation at the same place from
September, 2005.
The location is a growing non residential area between 1.0 (one) k.m of Gulshan-1 and Gulshan-2
Circle. Over the last three years, many first class non residential buildings have been constructed in
which leading corporate bodies established their principal business at this area. As a result, significant
changes have been observed in respect of business importance and socio-economic development.
These are the factors playing a catalyst role to push the price of land and building in this area with a
significant upward trend over the last few years. It is expected that it will continue to surge further in
upcoming days. As such, IPDC management at its own capacity has done the revaluation for its office
premise to show the true reflection of the said assets under the prevailing market condition.
Summary of the Revaluation
Schedule of Entire Land

District Dhaka; Sub-registry District-Dhaka; Police Station-Gulshan; Mouza-Bhola-Shamair; Plot No.2 of
Block No. CSE (A) of the Layout Plan of “Gulshan” model town prepared by the then Dhaka
Improvement Trust (DIT) currently the Rajdhani Unnayan Kartipakhya (RAJUK) , total area of land more
or less 1 Bigha 0 Katha 11 Chattak situated in Gulshan Model Town.
Schedule of the Suit

Suite Nos. 401-412 on the fourth floor of the building measuring more or less 11,661 Sft including
common spaces: also 15 (fifteen) car parking space No(s) 16-19 and 35 on the upper level and 1-6,9-10
and 36-37 on the lower level; all construction on the land.
Cost of the “Suite” includes, amongst other things, the proportionate cost of development of the
building site, internal roads, passages, pavements, stairs and staircase, lifts, stand-by generator,
community facilities, drains, water supply and sewerage line, underground and rooftop water
20
reservoirs, lifting pumps with electric motor, etc. as well as the cost of construction of the premises
according to the approved plan and “Developers” standard specification.
Value of Office Premise Prior to Revaluation

Total floor area of IPDC premise is 11,661 Sft (Eleven thousand six hundred sixty one) and 15 (fifteen)
car parking in upper and lower basement.
The cost of indivisible and undemarcated proportionate land and cost of the “SUITE” come to a total
of BDT 44,813,500 (Taka Forty four million eight hundred thirteen thousand and five hundred)
only. The price has been calculated as 11,661 sft @ BDT 3,856 per sft =BDT 41,813,500 and BDT
3,000,000 for 15 car parking @ BDT 200,000 per parking.
Value of Office Premise after Revaluation

As per information gathered from different property developers working on Gulshan Avenue and its
surroundings, it has been found that market value of the property on 4th floor of the Company ranges
between about BDT 6,000 to BDT 8,000 per sft and BDT 350,000 to BDT 500,000 per car parking spot.
Besides, IPDC made cross verification with regard to the fair market value for other office spaces in
Gulshan Avenue such as Head Office of Asset Development, RM Center, Rupayan Center, Ocean Blues
Tower. From conservative approach, price of BDT 6,000 per sft for floor space and BDT 350,000 per car
parking spot have been taken into consideration for such revaluation which yields total value of BDT
67,694,400 after deduction of 10% discount for forced sale value.
Comparison between Historical Value and Revised Value after Revaluation
(A) Historical Value of Office Premise

Discount Net Value
Particulars Unit Qty Rate Value for Forced of Office
Sale Value Premise
Floor space sft 11,661 3,586 41,813,500 Nil 41,813,500
Car Parking Nos 15 200,000 3,000,000 Nil 3,000,000
Total ( As of 31 December 2005) 44,813,500 44,813,500
Depreciation Charged during the (746,892)
year 2005
Written Down Value ( Before 44,066,608
revaluation adjustment)
(B) Revised Value of Office Premise (After Revaluation)
Discount for Net Value

Particulars
Unit Qty Rate Value Forced Sale of Office
Value Premise
Floor space Sft 11,661 6,000 69,966,000 10% 62,969,400

Car Parking Nos 15 350,000 5,250,000 10% 4,725,000
Total 75,216,000 67,694,400
Revaluation Reserve (B-A) 23,627,792
Apart from the above revaluation done by IPDC, an independent revaluation has been conducted
through Bureau of Research Testing and Consultation under the supervision of Department of Civil
Engineering, Bangladesh University of Engineering and Technology (BUET), Dhaka. Their findings came
up with a value of BDT 74,909,850 which is higher than IPDC’s own valuation worth BDT 67,694,400.
However, the management of IPDC has considered BDT 67,694,400 as revised value of office premise
by taking conservative approach.
(16) Transaction between Holding Company and the Subsidiary
The Company has no subsidiary or associate concern. As such no transaction does arise.
21
(17) Declaration for a non-banking financial institution
We hereby declare that all requirements in the Financial Institutions Act, 1993 (Act No. 27 of the 1993)
under the Financial Institutions Regulation, 1994 as amended have been adhered to.
Sd/- Sd/- Sd/-

Secretary-Ministry of Industries Former Secretary- Government of The (Nominated by Aga Khan Fund
(Nominated by Bangladesh Peoples’ Republic of Bangladesh for Economic Development)
Government) (Nominated by Bangladesh Government)
Sd/- Sd/-
Sd/- Sulaiman Ajanee Kamaluddin A. Aziz
Shabbir Hashmi Director Director
Director (Nominated by Aga Khan Fund for (Nominated by Aga Khan Fund
Economic Development) for Economic Development)
Sd/- Sd/- Sd/-
(Nominated by Aga Khan Fund for (Nominated by Aga Khan Fund for
Economic Development) Economic Development)
(18) Special report from the auditors regarding any allotment of shares to Promoters or Sponsor
Shareholders for any consideration otherwise than for cash
Based on the audited financial statements for the year ended 31 December 2005 and examination of
the cash book and other books and records of Industrial Promotion and Development Company of
Bangladesh Limited, we certify that the paid-up capital of Industrial Promotion and Development
Company of Bangladesh Limited as on 31 December 2005 is BDT 478,014,000.00 only divided into
4,780,140 ordinary shares of BDT 100.00 each which is made up as follows:
Description Number of Amount (BDT)

Shares
Subscription as per the Memorandum & Articles of
5 500
Association at the time of Incorporation
Ordinary Shares Issued on July 01, 1982 899,995 89,999,500
Bonus Shares Issued (1:4) on May 05, 1999 3,600,000 360,000,000
Ordinary Shares Issued on September 30, 2004 280,140 28,014,000
Total 4,780,140 478,014,000
We also certify that we have examined the cashbook and other books of accounts of the Company and
found them in order.
Sd/-
S.F. Ahmed & Co.
Date: 25 April 25, 2006
(19) Declaration regarding suppression of Material Information
This is to declare that to the best of our knowledge and belief, no information, facts, circumstances
that are disclosable have been suppressed that can change the terms and conditions under which the
offer has been made to the Public.
Sd/-
Shah A Sarwar
Managing Director & CEO
IPDC of Bangladesh Ltd. April 25, 2006
22
DIRECTORS AND OFFICERS
Retirement of Directors:
Date of becoming Expiry of

Name of Directors Qualification Position
first Director current term
Mr. Md. Nurul Amin B.Sc. (Engg.) Chairman 07.04.2005 2009
M.A. (DU) &
Mr. Syed Mushtaq Director 30.10.2000 2009
Diploma (U.K.)
Mr. Anwar Poonawala MBA & M.S USA Director 11.03.1987 2007
CPA(Australia)
Mr. Shabir Kassam Director 21.01.2004 2007
FCCA (UK)
Associate in Industrial
Mr. Sulaiman Ajanee Director 21.01.2004 2007
Engineering
Mr. Shabir Hashmi B.Sc. (Engg.) & MBA Director 07.01.1999 2008
Mr. Altaf Hussain M. Com Director 23.01.2006 2008
Mr. Kamaluddin A. Aziz B.Sc. & MBA Director 23.01.2006 2008
Involvement with Other Organizations
Sl. Name and Address of Age Position at Directorship/Sponsorship/Ownership with other

No. Directors IPDC Companies
(i) Chairman, BASIC Bank Limited
Mr. Md. Nurul Amin
(ii) Chairman, Karnaphuli Fertilizer
Ministry of Industries
01. 54 Chairman Company Limited (KAFCO)
91 Motijheel C/A, Dhaka-
(iii) Director, British American Tobacco
1000, Bangladesh
Bangladesh (BATB) Limited
Mr. Syed Mushtaq
Minsitry of Chittagong (i) Director, Agrani Bank
02. 61 Director
Hill Tracts, Bangladesh
Secretariate.
Mr. Anwar Poonawala None
AKFED Secretariate, de
03. Son Altesse 1 Aga Khan 60 Director
Aiglemont, 60270
Gouvieoux, France
Mr. Shabir Kassam None
Aiglemont, 60270
Gouvieoux, France
Mr. Sulaiman Ajanee (i) Partner, Standard Finis Company
AKFED Secretariate, de (ii) Managing Director, World Com
05. Son Altesse 1 Aga Khan 42 Director Limited
Aiglemont, 60270
Gouvieoux, France
Mr. Shabir Hashmi None
90/1, Street 11, Off.
Khayaban-e-Sahar, Phase
06. 49 Director
VI, Defence Housing
Authority, Karachi.
Pakistan
Mr. Altaf Hussain None
Mall Square Apartments
Block # C, 1st Floor, TP-
07. 62 Director
11, Zamzama Boulevard,
D.H.A Phase V, Karachi,
Pakistan
23
(i) Managing Director, Bombay Sweets

& Co. Ltd.
Mr. Kamaluddin A. Aziz
(ii) Managing Director, Tricepack
Limited
(iii) Managing Director, Kawan Food
Aiglemont, 60270
(BD.) Limited
Gouvieoux, France
(iv) Proprietor, Kuliarchar Dairy
Complex
Family Relationship between Directors/Officers:

Ms. Farah Sharmeen, Executive –Investments is the daughter of Mr. Md. Nurul Amin, Chairman of the
Company.
Family Relationship among the Directors

There is no family relationship among the Directors.
Officers Employed in other company

No officer of IPDC is currently employed by another company.
Short BIO-DATA of the Directors
Mr. Md. Nurul Amin

Chairman, Nominated Director-Government of Bangladesh
Mr. Md. Nurul Amin, 54 years old, is currently serving as Secretary, Ministry of Industries of the
Government of Bangladesh. After joining the Cadre Service in 1976, Mr. Amin served in Ministries of
L.G.R.D, Fisheries and Livestock, and Communications in various capacities. Besides serving as the
Chairman of the Board of IPDC, he is also the Chairman of the Boards of BASIC Bank Limited and
Karnaphuli Fertilizer Company Limited (KAFCO) and seats as a Director on the Board of British
American Tobacco Bangladesh Limited. Mr. Amin has a brilliant academic career securing distinctive
positions in all public and graduate level examinations. He is widely travelled and received advanced
level of management and administration training abroad.
Mr. Syed Mushtaq

Nominated Director, Government of Bangladesh
Mr. Syed Mushtaq, 61 years old, is a former Secretary, Government of Bangladesh.Mr. Mushtaq worked
in different Ministries like Finance, Commerce, Shipping, Civil Aviation, Environment and Forest and
also in the National Board of Revenue. Besides, he was the Member Director of Bangladesh Steel and
Engineering Corporation (BSEC) and Acting Chairman of Bangladesh Water Development Board (BWDB).
Mr. Mushtaq is serving as a director on the Board of Directors of IPDC since 2000, representing
Bangladesh Government.
Mr. Anwar Poonawala

Nominated Director, AKFED
Mr. Anwar Poonawala, 60 years old, is an MBA from Iowa, USA and an M.S. (Industrial Engineering),
Iowa, USA. Mr. Poonawala has been working with AKFED since 1972. He is a member on the Board of
Directors of IPDC since 1987.
Mr. Shabir Kassam

Mr. Shabir Kassam, 49 years old, is a CPA (Australia) and an FCCA (UK). He is currently providing
business advisory services to global corporations. Mr. Kassam has over 30 years experience in
Chartered Accounting and Banking. He is a member on the Board of Directors of IPDC since January
21, 2004.
24
Mr. Sulaiman Ajanee

Mr. Sulaiman Ajanee, 42 years old, is an Associate in Industrial Engineering. Mr. Ajanee is Member,
National Committee, Aga Khan Foundation and Aga Khan National Council for Bangladesh. He is a
member on the Board of Directors of IPDC since January, 2004.
Mr. Kamaluddin A. Aziz

Mr. Kamaluddin A. Aziz, 55 years old, has over 30 years of experience in managing the largest food
industry in Bangladesh- Bombay Sweets & Co. Ltd. He is the former president of Aga Khan Council
(retired on December 13th, 2005) and member of Aga Khan Foundation for the same period. He has 20
years of experiences of successfully managing Dairy Industry- Kuliarchar Dairy Complex. He has also
served as the Tricepack Ltd. for 7 years and Kawan Food (BD) Ltd. for 3 years as pioneer Managing
Director. He is a member on the Board of Directors of IPDC since January 2006.
Mr. Altaf Hussain

Mr. Altaf Hussain, 62 years old, is a Master of Commerce from Hailey College. He is a Gold Medalist
from the same college as he topped in the Panjab University and set a new record in his B.Com (Hons.)
degree. He is a seasoned banker and served Habib Bank Limited, a leading international bank of
Pakistan for about 39 years in various positions. Prior to his retirement, he was the Senior Executive
Vice President of Habib Bank Limited. He is a director on the Board of Directors of IPDC since January
2006.
Mr. Shabbir Hashmi

Independent Director
Mr. Shabbir Hashmi, 49 years old, is a B.Sc. (Engg.) and an MBA, who has over 23 years of experience in
Development Economics, Project Finance and Private Equity. He is a director on the Board of Directors
of IPDC since 1999.
CIB Report
Neither the company nor any of its directors or shareholders who hold 5% or more shares in
the paid-up capital of the issuer is loan defaulter in terms of the CIB Report of the
Bangladesh Bank.
25
Particulars of Top Executives/Officers:

SL NAME OF EDUCATIONAL PRESENT AGE Date of Last Job Experience
NO EMPLOYEE QUALIFICATIONS POSITION joining
MSS with Honors
Mr. Shah Alam Managing Senior Director & COO
01. in Economics & 47 yrs. 18-Dec-05
Sarwar Director and CEO American Express
MBA
SVP ( Head of Finance &
Mr. Khan Tariqul
02. FCA Finance Director 48 yrs. 16-Apr-01 Accounts) Eastern Bank
Islam
Limited
Mr. M. Atiqur Financial
DGM - Risk
03. Rahman MBA and CFA 35 yrs. 1-Apr-01 Analyst Beximco
Management
Chowdhury Pharmaceuticals Limited
Manager – Risk, Projects
Mr. Mominul AGM- Head of
04. BBA 30 yrs. 2-Apr-06 & BCP Standard
Islam Operations
Chartered Bank
Deputy General Manger
B.Sc. Engineering Sr. Manager -
05. Mr. Asif Mahmud 36 yrs. 25-Sep-05 Beximco Textiles
and MBA Investments
Limited
Top Executives of IPDC:

Mr. Shah A Sarwar
Managing Director &CEO
Mr. Shah A Sarwar (47), is the Managing Director and CEO of IPDC of Bangladesh Ltd. He has a career
span 24 years with multinational banks. He worked extensively in Corporate Banking, Branch Banking,
Audit and Operations Management. He is an internationally acclaimed business IT expert and managed
major automation & process enhancement projects for building service delivery models for Grindlays,
ANZ and American Express Banks. Started in 1982 as a management trainee in Grindlays Bank and then
worked in BCCI, ANZ Grindlays, Standard Chartered and American Express Bank. He held senior
management positions as Head of Credit in ANZ, Head of Special Assets Management in SCB and Senior
Director & COO in American Express Bank prior to joining IPDC in December 2005.
Mr. Sarwar held overseas assignments in Australia, UAE and Pakistan and received extensive leadership
and skill development trainings in UK, Australia, Singapore, Hong Kong, UAE, India, Malaysia and Sri
Lanka. He holds a Masters Degree in Economics with Honours from Dhaka University and a MBA degree
from Victoria University of Australia.
Mr. Khan Tariqul Islam (48), is Director – Finance, responsible for the finance, administration and
accounts. He is a Fellow of the Institute of Chartered Accounts of Bangladesh (ICAB). Mr. Islam was a
Senior Vice President (in charge of Finance and Accounts Division) of Eastern Bank Ltd. Earlier he was a
Deputy General Manager of Investment Corporation of Bangladesh (ICB). He has been working in
financial sector for the last 16 years. Mr. Islam joined IPDC in April 2001.
Mr. Md. Atiqur Rahman Chowdhury (35), Deputy General Manager, Risk Management is responsible
for maintaining the credit quality of IPDC. He is an MBA from Institute of Business Administration (IBA)
University of Dhaka. He is also a CFA Charter holder from CFA Institute, Charlottesville, VA, USA.
Before joining IPDC he has been working with BEXIMCO group in the area of Project Management and
Corporate Finance. He has got over 11 years of professional experiences in the area of corporate
finance and credit risk management.
Mr. Mominul Islam (30), is Assistant General Manager and Head of Operations and responsible for
operations, technology and general services of IPDC. He is a BBA from Institute of Business
Administration (IBA), University of Dhaka. Prior to joining IPDC, Mr. Islam worked in American Express
Bank and Standard Chartered Bank for over 7 years in various areas like reengineering, service quality,
operational risk management, contingency planning, project management, branch banking etc. He is a
Six Sigma Black Belt and possesses wide experience in process design and improvements both in
country and abroad.
26
INVOLVEMENT OF OFFICERS AND DIRECTORS IN CERTAIN LEGAL PROCEEDINGS
No Officer or Director of the company was involved in any of the following types of legal proceedings
in the past ten years:
(1) Any bankruptcy petition filed by or against any company of which any Officer or Director or
Nominee of the company filling the prospectus was a Director, Officer or general partner at the time
of the bankruptcy or within two years prior to that time;
2) Any conviction of an Officer, Director or Nominee in the criminal proceedings or any criminal
proceedings pending against him;
3) Any order, judgment or decree of any Court of competent jurisdiction against Officer, Director or
Nominee permanently or temporarily enjoying, barring, suspending or otherwise limiting the
involvement of any Officer or Director or Nominee in any type of business, securities or banking
activities.
4) Any order of the Securities and Exchange Commission or other regulatory authority or foreign
financial regulatory authority suspending or otherwise limiting the involvement of any Officer or
Director or Nominee in any type of business securities or banking activities.
CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
The company has not entered into any transaction during the last two years, or any proposed
transactions, between the company and any of the following persons, namely:-
a. Any director or executive officer of the issuer.

b. Any director or officer.
c. Any person owning 5% or more of the outstanding shares of the issuer.
d. Any member of the immediate family (including spouse, parents, brothers, sisters, children, and
in-laws) of any of the above persons.
e. Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is
currently a director or in any way connected with a director of either the issuer company or any of
its subsidiaries/holding company or associate concerns, or who was a director or connected in any
way with a director at any time during the last three years prior to the issuance of the prospectus.
f. The Company did not take or give any loan from any Director or any person connected with any
Director nor did any Director or any person connected with any Director.
g. There were no facilities whether pecuniary or non-pecuniary enjoyed by the Directors.
27
EXECUTIVE COMPENSATION
A. Remuneration paid to top Five Executives in the last accounting year
SL. Name Designation 2005 *Date of

(Present) Joining
01. Shah A Sarwar Managing Director & CEO * 144,516 18-12-2005
02. Khan Tariqul Islam Director Finance 1,956,565 -
03. Md. Atiqur Rahman Chowdhury DGM-Risk Management 1,559,797 -
04. Md. Yeazdani Bhuiyan DGM–Finance & Admin. 1,458,899 -
05. Asif Mahmud Sr. Manager –Investments * 219,500 25-09-2005
B. Aggregate Amount of Remuneration paid to Directors & Officers
SL. Name 2005

01. Directors’ fees & expenses 2,208,717
02. Pay & allowances for Officers and Staffs 36,443,666
C. No remuneration was paid to any director who was not director during the last fiscal year.
D. There is no contract with any director, officer for future compensation.
E. Besides normal increment, additional salary increment may be considered.
OPTION GRANTED TO OFFICERS DIRECTORS AND EMPLOYEES
The Company has not granted any option to officers, directors and employees.
TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM
(a) The directors and subscribers of the Company have not received any benefits other than dividend
and fees. The Company also has not received anything from its directors and subscribers except fund
against allotment of Shares.
(b) The directors and subscribers have not transferred any asset to the Company but deposited share
money as required. The Company acquired assets by investing its own funds.
28
TANGIBLE ASSETS PER SHARE
Particulars Amount (in BDT)

As on December 31, 2005
Current Assets 4,959,972,175
Investments- net of provisions 6,739,647,625
Deferred Tax Assets 149,621,752
Fixed Assets (Written Down Value) 97,225,305
Total Tangible Assets (A) 11,946,466,857
Current Liability & Provisions 7,511,974,249
Loan Funds (unsecured) 3,237,526,821
Deferred Liabilities 73,324,066
Total Tangible Liabilities (B) 10,822,825,136
Net Tangible Assets ( A-B) 1,123,641,721
Number of shares (C) 4,780,140
Net Tangible Asset Per Share [(A-B)/C] 235.06
The offer price of the said public issue is Taka 200/- per share (including a premium of Tk. 100 per
share) as against Net Tangible Asset baking per unit of share of Taka 235.06.
OWNERSHIP OF THE COMPANY’S SECURITIES
As on December 31, 2005

No of Amount
Type of
Name of Sponsors Shares Subscribed % of Shareholding
Share
Subscribed (BDT)
The Aga Khan Fund for
Ordinary 3,149,994 314,999,400.00 65.8975%
Economic Development (AKFED)
Government of Bangladesh Ordinary 1,350,000 135,000,000.00 28.2419%
Associates of IPDC Limited. Ordinary 280,140 28,014,000.00 5.8605%
Mr. Anwar Poonawala* Ordinary 1 100.00 0.00002%
Mr. Shabir Kassam* Ordinary 1 100.00 0.00002%
Mr. Sulaiman Ajanee* Ordinary 1 100.00 0.00002%
Mr. Shabbir Hashmi* Ordinary 1 100.00 0.00002%
Mr. Altaf Hussain* Ordinary 1 100.00 0.00002%
Mr. Kamaluddin A. Aziz* Ordinary 1 100.00 0.00002%
Total 4,780,140 478,014,000 100.0000%
* Mr. Poonawala, Mr. Kassam, Mr. Ajanee. Mr. Hussain and Mr. Aziz are nominated directors of AKFED
and Mr. Hashmi is an Independent Director
N.B Associates of IPDC Limited has sold their entire share to Summit Industrial & Mercantile
Corporation (pvt.) Ltd. and Alliance Holdings Limited 140,070 shares each. This has been approved
by the Board of IPDC at its 91st Board Meeting held on May 17, 2006. The necessary formalities
with the RJSC are now in progress.
29
DETERMINATION OF OFFERING PRICE
Net Asset Value Method:
Net Assets Value per share on current cost basis of Industrial Promotion and Development Company of
Bangladesh Limited has been based upon the audited accounts for the year ended December 31, 2005
as follows.
Shareholders’ Equity
Share Capital 478,014,000
Share Premium 28,014,000
Statutory Reserve 44,949,704
Revaluation Reserve-Office Premises 23,627,792
Proposed Dividend 47,801,400
Revenue Reserve 501,234,825
Total Shareholders' Equity (BDT) 1,123,641,721
Total Number of Shares of BDT 100.00 Each 4,780,140
Net Asset Value (NAV) Per Share in BDT 235.06
We have examined the above calculation of Net Asset Value (NAV) of Industrial Promotion and
Development Company of Bangladesh Limited which appears to be correct.
Sd/-
Dated, Dhaka S.F. Ahmed & Co.
O3 June 2006 Chartered Accountants
Net asset Value per share of Tk. 200 each (including a premium of Tk.100 per share) is Tk.235.06
that is higher than that of the offering price. So the premium of Tk.100 per share appears to be
justified.
30
MARKET FOR THE SECURITIES BEING OFFERED

The issuer shall apply to all the stock exchanges in Bangladesh within seven working days from the
date of consent accorded by the Commission to issue prospectus.
Dhaka Stock Exchange Limited (DSE)

9/F, Motijheel C/A, Dhaka-1000
And
Chittagong Stock Exchange Limited (CSE)

CSE Building, 1080 Sk. Mujib Road,
Agrabad C/A, Chittagong
“Declaration about Listing of Shares with the Stock Exchange(s):
None of the stock exchange(s), if for any reason, grants listing within 75 days from the closure
of subscription, any allotment in terms of this prospectus shall be void and the company shall
refund the subscription money within fifteen days from the date of refusal for listing by the
stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case may
be.
In case of non-refund of the subscription money within the aforesaid fifteen days, the
company directors, in addition to the issuer company, shall be collectively and severally liable
for refund of the subscription money, with interest at the rate of 2% (two percent) per month
above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the
above mentioned conditions and shall submit compliance report thereon to the Commission
within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the
subscription money.”
31
DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED
Dividend, Voting, Preemption Right

The share capital of the Company is divided into ordinary shares carrying equal rights to vote and
receive dividend in terms of the relevant provisions of the Companies Act, 1994 and the Articles of
Association of the Company. Shareholders shall have the usual voting right in person or by proxy in
General Meeting. On a show of hands every shareholder present in person, or by proxy, attorney or
representative at a General Meeting shall have one vote and on a poll every shareholder so present
shall have one vote in respect of each share held by him/her.
In case of any additional issue of shares for raising further capital the existing shareholders shall be
entitled to Right Issue of shares in terms of the guidelines issued by the SEC from time to time.
Conversion & Liquidation Right

The Company may by ordinary resolution convert any paid up shares into stock, and reconvert any
stock into paid up shares of any denomination.
Subject to the provisions of the Companies Act, 1994, Articles of Association of the Company and other
relevant Rules in force, the shares of the Company are transferable. No transfer shall be made to
minors or persons of unsound mind.
Dividend Policy
a) The Company in General meeting may declare dividends but no dividend shall exceed the amount
recommended by the Directors.
b) The Directors may, from time to time, pay to the members such interim dividends as appear to the
Directors to be justified by the profits of the Company.
c) No dividend shall be paid otherwise than out of profits.
Other Rights of Stock Holders

The shareholders shall have the right to receive all periodical reports and statements, audited as well
as un-audited, published by the company from time to time. The Directors shall present the financial
statements as required under the Law and International Accounting standards. Financial Statements
will be prepared in accordance with International Accounting Standards, consistently applied
throughout the subsequent periods and present with the objective of providing maximum disclosure as
per law and International Accounting Standard to the shareholders regarding the Financial and
operational position of the Company.
In case of any declaration of stock dividend by issue of bonus shares, all shareholders shall be entitled
to it in proportion to their shareholdings on the date of book closure for the purpose.
The shareholders holding not less than 10% of the issued/fully paid up capital of the company shall
have the right to requisition of Extra-Ordinary General Meeting of the Company as provided under
Section 84 of the Companies Act, 1994.
32
FINANCIAL STRUCTURE
Particular Premium in Taka Capital in Taka

Authorized Capital
1,000,000,000
10,000,000 Share @ Taka 100/- per share
Issued & Fully Paid up Capital
4,500,000 Share @ Taka 100/- per share 450,000,000
280,140 shares @ Taka 200/- each (including a premium of
28,014,000 28,014,000
Tk.100/- per share)
IPO (Initial Public Offering)
1,390,000 Shares @ Taka 200/- each (including a premium
139,000,000 139,000,000
of Tk.100/-per share)
After IPO 167,014,000 617,014,000
IPO funds will be utilized for purposes mentioned in the section “Use of Proceeds"
DEBT SECURITIES
The Company issued two Non Convertible Transferable Bonds with five years maturity under private
placement to Bangladesh Rural Advancement Committee (BRAC) for the total amount of BDT
180,000,000 in the year 2002. The features of the said bonds are as follows:
Name of the Issued Amount Date of Issue Rate of Principal Date of

Bondholder (In BDT) Interest Outstanding Maturity
(As on Dec 31,
2005)
BRAC 80,000,000 June 10, 2002 12.75% p.a. 80,000,000 June 10, 2007
BRAC 100,000,000 June 15,2002 13.00% p.a. 100,000,000 June 15, 2007
Maturity & Redemption

The aforesaid bonds have five years maturity. Interest is paid semiannual basis. The principal amount
would be paid to the bondholder by the Company as a bullet payment at the end of maturity.
Transferability of Bonds
The bondholder (BRAC) may sell, transfer or assign the bond to any third party by transferring the Bond
Certificate and through endorsement duly registered with the Company.
Security
The Company undertakes and confirms that until and unless the Bond is fully redeemed by the
Company to the Bondholder, the Company shall not in any way encumber any of its entire assets
including book debts. Such encumbrance shall include any mortgage, charge, pledge, lien, assignment,
hypothecation, title retention, right of set off any security interest whatsoever, however created or
arising and whether relating to existing or future assets. The Company further confirms that the
Company has only issued this undertaking (negative pledge) to all of its other lenders and no other
securities has been provided to any of the other lenders. If the Company extends or extended any
collateral to any one of its lenders, the Bondholder shall also have the right to have the same
collateral on pari-passu with other lenders.
33
LOCK IN PROVISION
All issued shares of the issuer at the time of according this consent shall be subject to a lock- in
period of three years from the date of issuance of prospectus or commercial operation, whichever
comes later:
Provided that the persons, other than directors and those who hold 5% or more, who have
subscribed to the shares of the company within immediately preceding two years of according
consent, shall be subject to a lock-in period of one year from the date of issuance of prospectus or
commercial operation, whichever comes later.
Either a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) in respect of
the shares already issued shall be issued covering together respective total holding, which shall
contain the expiry date of lock-in period or Sponsors/Directors/Promoters/Shareholders’
shareholding shall be converted into demat form but shall be locked-in for three years.
In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/ Shareholders, the
said share certificates shall be kept under custody of a security custodian bank registered with SEC
during the lock-in period. The name and branch of the bank shall be furnished to the Commission
jointly by the issuer and the issue manager, along with a confirmation thereof from the custodian
bank, within one week of listing of the shares with the stock exchange(s).
In case of dematerialization of shares held by the existing Sponsors/ Directors/ Shareholders, the
copy of dematerialization confirmation report generated by CDBL and attested by the managing
director of the company along with lock-in confirmation shall be submitted to SEC within one week
of listing of the shares with the stock exchange(s).
34
AVAILABILITY OF SECURITIES
IPO will be 1,390,000 Shares @ TK.200 each (including a premium of Tk. 100 per share) totaling
Tk. 139,000,000.00 as per Securities and Exchange Commission (Public Issue) Rules 2006, 10% has been
reserved for NRB and 10% for mutual funds and collective investment schemes registered with the
Commission leaving a balance of 80% for the General Public. The position is thus as follows:
139,000 Ordinary Shares of Tk. 200 each (including a premium of

01. Tk. 100 per share) are hereby offered to Non Resident Bangladeshis Tk. 27,800,000
for subscription in cash in full on application.
139,000 Ordinary Shares of Tk. 200 each (including a premium of
Tk. 100 per share) are hereby offered to mutual funds and collective
02. Tk. 27,800,000
investment schemes registered with the Commission for subscription in
cash in full on application.
1,112,000 Ordinary Shares of Tk. 200 each (including a premium of
03. Tk. 100 per share) are hereby being offered to the General Public for Tk. 222,400,000
subscription in cash in full on application.
Total IPO Tk. 278,000,000
(1) 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for
mutual funds and collective investment schemes registered with the Commission, and the
remaining 80% shall be open for subscription by the general public.
(2) All securities as stated in sub-rule (1) shall be offered for subscription and subsequent allotment by
the issuer, subject to any restriction which may be imposed, from time to time, by the Securities
and Exchange Commission.
(3) In case of over-subscription under any of the categories mentioned in sub-rule (1), the issue
manager shall conduct an open lottery of all the applications received under each category
separately in accordance with the letter of consent issued by the Securities and Exchange
Commission.
(4) In case of under-subscription under any of the 10% categories mentioned in sub-rule (1), the
unsubscribed portion shall be added to the general public category and, if after such addition,
there is over subscription in the general public category, the issuer and the issue manager shall
jointly conduct an open lottery of all the applicants added together.
(5) In case of under-subscription of the public offering, the unsubscribed portion of securities shall be
taken up by the underwriter(s).
(6) The lottery as stated in sub-rule (3) and (4) shall be conducted in presence of representatives from
the issuer, the stock exchanges, and the applicants, if there be any.
Refund of subscription money

In the case of non-allotment of securities, refund of subscription money of applicants resident in
Bangladesh shall be made by account payee cheque/warrant payable to applicant. For this purpose the
number of the bank account along-with name of bank and branch shall be indicated in the securities
application form.
Subscription by and refund to non-resident Bangladeshi (NRB)

(1) A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn
on a bank payable at Dhaka, or through a nominee by paying out of foreign currency deposit
account maintained in Bangladesh or in Taka, supported by foreign currency encashment
certificate issued by the concerned bank, for the value of securities applied for through crossed
bank cheque marking “Account Payee only”.
35
(2) The value of securities applied for by such person may be paid in Taka or US Dollar or UK Pound
Sterling or Euro at the rate of exchange mentioned in the securities application form.
(3) Refund against over subscription shall be made in the currency in which the value of securities was
paid for by the applicant through Account Payee bank cheque payable at Dhaka with bank account
number, Bank’s name and Branch as indicated in the securities application form.
ALLOTMENT
The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from
the date of the subscription closing date. At the same time, the unsuccessful applicants shall be
refunded with the application money within 6 (six) weeks from the closing of the subscription date by
Account Payee Cheque without interest ‘payable at Dhaka/ Chittagong/ Khulna/
Rajshahi/Barisal/Sylhet, as the case may be.
APPLICATION FOR SUBSCRIPTION.
01. Application for Shares may be made for a minimum lot of 50 (fifty) Ordinary Shares to the value of
Tk. 10,000.00 and should be made on the Company’s Printed Application forms. Application forms
and the Prospectus may be obtained from the Registered Office of the Company, members of the
Dhaka Stock Exchange Ltd., Chittagong Stock Exchange Ltd. or from the Bankers to the Issue. In
case adequate forms are not available, applicants may use photocopied/cyclostyled/
typed/handwritten copies of the forms. Application must not be for less than 50 Shares. Any
Application not meeting the criterion will not be considered for allotment purpose.
02. Joint Application form for more than two persons will not be accepted. In the case of a joint
Application each party must sign the Application form.
03. Application must be in full name of individuals or limited companies or trusts or societies and not
in the name of firms, minors or persons of unsound mind. Applications from insurance, financial
and market intermediary companies must be accompanied by Memorandum and Articles of
Association.
04. An applicant can submit not more than two Applications, one in his own name and another jointly
with another person. In case an applicant makes more than two Applications, those in excess of
two Applications shall not be considered for allotment purpose.
05. Bangladeshi Nationals (including Non-Resident Bangladeshis residing/working abroad) and Foreign
Nationals shall be entitled to apply for Shares.
06. Payment for subscription by investors other than Non-Resident Bangladeshi may be made to the
said branches/office of the Banks mentioned below in Cash/Cheque/Pay Order/Bank Draft. The
Cheque or Pay Order or Bank Draft shall be made payable to the Bank to which it is sent and be
marked “IPDC of Bangladesh Limited.” And shall bear the crossing “Account Payee only” and
must be drawn on a Bank in the same town of the Bank to which Application form is deposited.
07. All completed Application forms, together with remittance for the full amount payable on
Application, shall be lodged by investors other than Non-Resident Bangladeshis with any of the
branches of the Bankers to the Issue.
08. A Non-Resident Bangladeshi (NRB) shall apply against the IPO either directly by enclosing a foreign
demand draft drawn on a Bank payable at Dhaka, or through a nominee (including a bank or a
company) by paying out of foreign currency deposit account maintained in Bangladesh, for the
value of Securities applied for. The value of Securities applied for may be paid in Taka, US Dollar,
UK Pound Sterling or Euro at the rate of exchange mentioned in the Share Application Form.
Refund against over subscription of Shares shall be made in the currency in which the value of
36
Shares applied for was paid by the applicant. Share Application Form against the quota for NRB
shall be sent by the applicant directly along with a draft or cheque to the Company at its
Registered Office. Copies of Application Form and Prospectus shall be available with Bangladesh
Embassy/High Commission in USA, UK, Saudi Arabia, UAE, Qatar, Kuwait, Oman, Bahrain, Malaysia
and South Korea and web site of www.ipdcbd.com, DSE, CSE and the SEC.
09. The IPO subscription money collected from investors (other than Non-Resident Bangladeshis) by the
Bankers to the Issue will be remitted to the Company’s STD A/C no. 4005-750841-430 With Arab
Bangladesh Bank Limited, Principal Branch, BCIC Bhaban, 30-31 Dilkusha C/A, Dhaka-1000.
10. The subscription money collected from Non-Resident Bangladeshis in US Dollar,UK Pound
Sterling,Euro shall be deposited to “FC Account(s) for IPO”. In case of over subscription, refund
shall be made by the Company out of the “FC Account(s) for IPO”. The Company has opened
required “FC Account(s) for IPO” in US Dollar,UK Pound Sterling,Euro with Arab Bangladesh Bank
Limited. These accounts will be closed after refund of over-subscription, if any.
Currency Account No. Branch

US Dollar 4005-750841-431 Principal Branch
UK Pound 4005-750841-432 Principal Branch
EURO 4005-750841-433 Principal Branch
APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS AND

THE INSTRUCTIONS PRINTED ON THE APPLICATION FORM ARE LIABLE TO BE REJECTED.
37
Miscellaneous Information

ISSUE MANAGER Amin Court, 4th Floor (Suit # 404)
62-63, Motijheel C/A, Dhaka-1000
S. F. Ahmed & Co.

AUDITOR
House # 25, Road # 13/A, Block-D, Banani, Dhaka-1213
Ph # 8815102,9894026, Fax # 8825135 # 8814713
Lee, Khan & Partners

LEGAL ADVISORS Suite # 5/8, City Heart Center (4th Floor)
67 Naya Paltan, Dhaka-1000, Bangladesh
Rahman Rahman Huq

TAX ADVISOR
9, Mohakhali C/A (11th Floor)
Dhaka-1212
AB Bank Limited
BANKER
Principal Branch, 30-31 Dilkusha C/A, Dhaka-1000
Khan Tariqul Islam, FCA
COMPANY’S COMPLIANCE OFFICER
Director-Finance
All investors are hereby informed by the Company that it has appointed a Compliance Officer who may
be contacted in case of any Pre-Issue / Post Issue related problems such as, non-receipt of letters of
allotment /Share Certificates/Refund warrants/Cancelled Stock Investors, etc.
Material Contracts
The following are material contracts in the ordinary course of business, which have been entered into
by the Company.
a) Underwriting Agreement between the Company and the Underwriters.

b) Issue Management Agreement between the Company and the Manager to the Issue, AAA Consultants
& Financial Advisers.
Copies of the aforementioned contracts and documents and a copy of Memorandum and Articles of
Association of the Company and the Consent Order from the Securities and Exchange Commission may
be inspected on any working day during office hours at the Company’s Registered Office.
38
Credit Rating Report of IPDC
This is a credit rating report on Industrial Promotion and Development Company of Bangladesh Ltd. as
per the MOU signed by the company with CRISL; CRISL long-term rating is valid for one year while
short-term rating carries validity of six months. After the above periods, this rating will not carry any
validity unless the same is updated.
Long Term Short Term
Entity Rating A ST - 2
Date of Rating April 24, 2006
Analysts Mir Farhad Ali, Md. Lutful Kabir
1. RATIONALE
CRISL assigns ‘A’ (single A) rating in the long term and ST-2 rating in the short term to Industrial Promotion
and Development Company of Bangladesh Limited hereinafter called IPDC on the basis of the organization’s
strong fundamentals such as strong capital base, experienced management team, diversified funding
sources, outstanding market share, corporate shareholding structure, diversified business exposure, etc.
However, the above factors are constrained by asset quality, high ownership concentration, recent decline
in financial performance. Financial Institutions rated in this category are adjudged to offer adequate safety
for timely repayment of financial obligations. This level of rating indicates a corporate entity with an
adequate credit profile. The short term rating indicates high certainty of timely repayment. Liquidity
factors are strong and supported by good fundamental protection factors. Risk factors are very small. Prior
rating of IPDC was A+ (single A plus) in the long term and ST-2 in the short term.
2. COMPANY PROFILE
IPDC, a leading Financial Institution, was incorporated in 1981 as a public limited company with the primary
philosophy of operating as a venture capital provider in the private sector. The company started its
operation in 1983 with a mandate to promote the economic growth in the country as Development Financial
Institution with the slogan “to act as agent of change for development and to provide investment solution”.
IPDC was sponsored by Government of Bangladesh and four multilateral agencies providing development
finance globally. Recently, Aga Khan Fund for Economic Development (AKFED) has emerged as major
shareholder after takeover of all other institutional shareholdings. The recent business concentration of
IPDC has been diversified into four major areas- Retail financing & deposits, SME financing, capital market
operations & merchant banking and corporate lending. The company is one of the members of IDA funded
project-Credit Bridge Standby Facilities (CBSF) of Bangladesh Bank (BB). The company also initiated and
launched first ever receivables securitization transaction in Bangladesh. IPDC is a single unit financial
institution located at Hosna Centre (4th floor), 106 Gulshan Avenue, Dhaka– 1212.
3. NON-BANKING FINANCIAL SECTOR
Leasing as a source of alternate finance has gained popularity in Bangladesh for the last one decade. The
promulgation of Financial Institutions Act 1993 paved the way to a new horizon of business for the Financial
Institutions(FIs) which is considered to be a milestone in the overall financial sector in Bangladesh. At
present, there are 28 financial Institutions consisting of 4 Development Financial Institutions, 3 House
Building Finance Companies, and 21 Leasing Companies operating under license of Bangladesh Bank. Private
sector credit portfolio of the financial sector stood at Tk. 1,223.60 billion as on 31st December 2005 as per
BB, reporting overall growth rate of 17.70% over the previous year. The FIs hold Tk. 50.80 billion of the
above outstanding credit portfolio representing 5.15% as on the same date. Similar to the Banks, FIs are also
enjoying the privilege of issuing shares, debentures and bonds to raise funds. They are allowed to deal with
public deposits under the provisions of the Financial Institution Act, 1993 and to borrow fund from the
banks. Along with lease financing, FIs are also allowed to extend direct financing. However, with the
opening of leasing unit by the banks for lease financing directly, the leasing companies have been facing
tough competition. In addition, Government has increased corporate tax from 40% to 45% for the Financial
Institutions, which has reduced the after-tax profit margin of the above institutions. The sources of
39
alternative funding have also been squeezed for FIs after imposing cap in the money market participation
and withdrawal of tax benefit from Zero Coupon Bonds (ZCB). Several FIs have postponed the issuance of
ZCBs in the process due to sudden withdrawal of this tax benefit, which made the Bonds unattractive to the
investors.
4. MARKET SHARE
IPDC holds outstanding market share among the FIs although the same has reduced to 14.27% during the
year 2005 against previous year’s market share of 17.19%. Credit portfolio growth rate of IPDC was 4.92%
against industrial growth rate of 26.37% during the year 2005. Huge growth in credit portfolio of newly
entered FIs in the market pressed to above overall growth of the sector. Credit portfolio of IPDC stood at
Tk. 7.25 billion as on 31st December 2005. It is expected that recent move of IPDC for product
diversification (both assets and liabilities) will assist to boost up its growth of credit portfolio.
5. CORPORATE GOVERNANCE
IPDC is a corporate being regulated by corporate laws of the country. Corporate governance is a blend of
laws, regulations, enforcement and appropriate voluntary practice by the companies as required by law that
permit a corporate to attract capital, perform efficiently and generate long term value for its shareholders
while respecting the interest of its stakeholders and society as a whole. The specific areas covered are
transparency in disclosure of relevant, reliable financial and operational information, information on
ownership and control, information on internal processing of management. Some of the areas are reviewed
as follows:
5.1 Ownership Pattern

Initially IPDC was an initiative of Government of Bangladesh along with four Multinational Financial
Institutions i.e. Commonwealth Development Corporation (CDC), International Finance Corporation (IFC),
Aga Khan Fund for Economic Development (AKFED) and German Investment & Development Company (DEG).
The above unique shareholding pattern was changed to a great extent in 2004 with the acquisition of
shareholdings of three major equity holders i.e. CDC, IFC and DEG by AKFED. At present, AKFED is a single
major shareholder in the company holding 65.90% shares. Government of Bangladesh holds 28.24% and
associates of IPDC & individuals hold 5.86% of total shares of the company. BB guideline of highest
shareholding by single shareholder is 20%, however, AKFED received clearance from BB to hold more than
the above limit. The above ownership pattern of IPDC is expected to change further since the company took
the initiative to go for public offering (IPO) of shares.
5.2 Board of Directors

The AKFED has domination in the Board as single highest shareholder with its five Directors out of eight.
There are two Government representative Directors and one independent Director in the Board. Mr. Md.
Nurul Amin, Secretary of Ministry of Industries, is Chairman of the Board while Mr Shabbir Hashmi has been
in the Board as independent Director who was the previous representative director of CDC. Managing
Director is ex-officio member of the Board. IPDC has three Board committees viz. Credit Committee, Audit
Committee and HR Committee. These committees are headed by three different board members. However
there are instances of common membership in Credit Committee and Audit Committee. The best practice of
corporate governance is to avoid such dual membership.
5.3 Management Team

Although the management of IPDC is still guided by the mission to be the "agent of change for development
and to provide investment solutions", there are significant changes in policy and also at the top
management of the company during the last couple of months. The newly recruited Managing Director &
CEO Mr. Shah A Sarwar has been leading the management team of IPDC. Having 23 years of experience in
different multinational banks. Mr. Sarwar took the charge of IPDC on 18th December 2005. Previously Mr
C.M Alam, a senior Chartered Accountant was holding the position of CEO for long time. Mr. Sarwar is aided
by one Director Finance, two Deputy General Managers and one Assistant General Manager. New
management under present Managing Director has initiated a number of restructuring in IPDC with new
strategies. The above change in strategy will ultimately place the IPDC as an absolute commercial lending
organization from the development financing organization in the private sector. Under the above backdrop
the mission slogan is expected to be changed over a period of time. At present IPDC has three management
committees for smooth business operations viz. Management Committee (MANCOM), Credit Committee (CC)
and Asset & Liability Committee (ALCO). Managing Director & CEO of IPDC heads all of the above
committees. Coordination among the executives of different tiers are found to be satisfactory.
40
5.4. Human Resources Management

The overall Human Resource management is supervised by the Board Human Resource Committee of the
company. IPDC has an experienced management team with diversified professional experience in financial
sector. The company offers attractive compensation package and succession plan for the employees. IPDC is
managed by a small team compared to its size. However, the company is yet to formulate a comprehensive
service rule for its employees. Structured performance evaluation system still in the process of
implementation. Human resources turnover in IPDC is high since the company lost significant number of top
and operation level staff within a year. The company has been filling up the vacant positions within short
time. Training of human resources in IPDC is need based and there are budgetary provision for such training.
5.5 Management Information System

IPDC has required IT infrastructure. However its utilization in MIS is still at early stage. Recently, the
company has undertaken a program to build a sophisticated and secured IT infrastructure in line with its
overall restructuring program. The company has acquired customized integrated software called
“FinTelegent”. Full implementation of this software is targeted within June of this year. The company has
remodeled its MIS with 39 different forms of MIS reports attached with the above integrated software.
6. RISK MANAGEMENT
With the diversification of business in many financial products and services, the Risk Management across the
operation has become vital for the highly leveraged organizations more particularly for the financial
institutions. IPDC, being an FI has been following the traditional risk management systems. However, the
company has recently adopted some of the manuals of Core risk management and is expected to follow the
same in over all risk management system. Some of details of risk related observations of CRISL are narrated
below:
6.1 Operation Risk

The operational risk is defined as the risk of loss resulting from inadequate or failure of internal processes,
people and systems or from external events. Some of the examples of Operational Risks are internal and
external frauds, legal risks, damages to clients, diversity, damage to physical assets, business interruptions
etc. The global best practice suggests that the financial institutions irrespective of size and business must
identify and assess all operational risk against all of its products and services and monitor the same through
operationally independent professional. The systematic operation risk management in IPDC is in developing
stage. Board Audit Committee is responsible to review the scope & extent of internal audit, ensuring
effective internal control and also reviewing all internal and external processed reports. The internal
control department manned with two executives, reports direct to Board Audit Committee. In addition,
legal affairs & compliance department manned with one executive, reports direct to Managing Director
covering all legal matters along with compliance related issues. However, the activities of the above
departments are found to be limited due to absence of comprehensive operational manual, human resources
turnover and restructuring program of business operation. Management expects full-fledge systematic
operation risk management system implementation within short time.
6.2 Credit Risk

IPDC has recently reshaped its credit approval process and separated the whole process among business
procurement, credit analysis and loan administration, which is found to be in line with the best practices of
credit risk management of financial institutions. Head of investment (corporate and retail both) holds the
authority to recommend credit proposals only. Credit Risk Management Unit identifies associated credit risk
with the proposals vis-vis reviews risk mitigating factors to avoid the credit risk. Board Credit Committee
reviews and monitors all proposals submitted by the Management Credit Committee and take decisions
within its authority. The Board has imposed exposure cap on various credit activities for reducing risk, which
include: highest single sector exposure cap of 20% of total portfolio of IPDC but not more than 25% of its
Equity; highest group exposure cap of 25% for existing client and 15% for new client of IPDC’s equity; single
customer exposure cap of 15% for existing client and 10% for new client of company’s equity; highest
project finance exposure of 35% of project cost or 15% of equity which ever is lower for existing client and
35% of project cost or 10% of equity which ever is lower for new client. Previous provisioning policy of IPDC
was conservative, however, at present the company follows BB guideline. The company has recently formed
Special Asset Management Unit which is responsible for impaired asset monitoring though the effectiveness
of this unit is yet to reach at required maturity level. Implementation of Risk Grading system of clients
according to risk base is a good step towards credit risk management. Again the company has set their own
policy of restructuring, rescheduling and renewal of existing clients.
41
6.3 Assets Liabilities Management

IPDC has formed ALCO to review the maturity profile of assets and liabilities and find the ways and means to
reduce gap to mitigate solvency as well as interest rate risk. ALCO reviews the current interest rate
environment and periodically fix interest rates on deposits and lending. The maturity structure of Interest
Rate Sensitive (IRS) assets and liabilities of IPDC as on 31st December 2005 reveals significant gap. The
above gap occurred due to significant mid and long term financing from short term borrowing. Gap
increased to as much as 25% (14.03% cumulative) in 3-6 months maturity. Again, 1-3 year’s maturity gap
reached to 30% (13.37% cumulative) as on 31st December 2005. The above gap indicates that IPDC has been
bearing significant interest rate risk. Unutilized overdraft facilities back-up against the above gap is
unidentified.
6.4 Foreign Currency Risk

The IPDC has been enjoying foreign currency loan, which is however, not converted to local currency,
instead placed the same if Fixed deposit at original currency. As a result it does not carry any foreign
currency risk. The company borrows foreign currency from international financial organizations with floating
interest rate (LIBOR plus margin) and deposits the same amount also at the floating rate. In view of
favorable exchange position, the IPDC has been reporting significant foreign exchange gain from the above
transactions due to huge devaluation of Taka against US Dollar. In addition, the company has been getting
overdraft facilities against its foreign currency fixed deposits from where IPDC gets lower interest bearing
short term funding.
6.5 Off-Balance Sheet Exposure

IPDC has securitized and transferred receivables worth of Tk. 314.16 million to IPDC Securitization Trust
2004-A (Special Purpose Vehicle) created for securitization, which issued Zero Coupon Bonds. IPDC has
issued a limited guarantee to the Trust for any shortfall in payment to bondholders for a maximum amount
of Tk. 35.86 million.
7. BUSINESS STRATEGY
The over all IPDC business strategy has changed significantly. The company has switched over from the
venture capital financing to absolute commercial lending which is considered to be a paradigm shift. IPDC
business concentration was limited mainly in project financing as leading private sector Development
Financial Institutions. Banking institutions are the major competitors for the company though the cost of
funding of IPDC is high compared to those banking institutions. Therefore, maintaining net interest margin is
a major challenge for IPDC. In addition, the company maintained relatively low funding cost through money
market operation compared to other FIs in this sector. Present increasing trend of interest rate, volatile
money market and subsequent Bangladesh Bank intervention increased the overall cost of funding of IPDC
significantly. In line with the above changing scenario new management under the leadership of present
Managing Director restructured its whole business operation along with its products diversification to make
the organization more successful. New product lines of IPDC include, inter-alia, small loan, housing finance
and car loan, start-up working capital and domestic factoring. In addition of its assets product
diversification, IPDC has also initiated for liabilities product diversification program under which the
company has started to attract customer deposits as its alternative and stable source of funding for
financial institutions. A number of competitors of IPDC already established strong customer deposits base as
their stable source of funding. The company targeted retail customer deposits of Tk. 700-800 million with
the year-end 2007 though required infrastructure to full-fill this target is yet to be established. In addition,
IPDC decided to start the capital market operation to reduce the dependency on financing base operation
and to increase the income from fee based activities to 30%-40% of its total revenue within the year end
2008. The company also decided to start Merchant Banking Unit in this regard. However, there is no
immediate program to expand its branch network. IPDC has been serving the financial market for almost 25
years as a single unit financial institution.
8. PERFORMANCE
Operating performance of IPDC is satisfactory although it has declined in the last year. The company earned
operating profit of Tk. 246.66 million in the year 2005 against previous year’s profit of Tk. 280.15 million.
The above declining trend in operating profit was due to higher growth rate of operation expenses than that
of operating revenue. The company’s net profit after provision reduced to Tk. 38.48 million in the year 2005
against previous year’s corresponding figure of Tk. 250.30 million. The above remarkable drop in net profit
was mainly due to huge loan loss provisioning of Tk. 208.27 million against previous years provisioning of Tk.
30.00 million. Thus, after tax profit dropped down to Tk. 134.13 million from previous year’s profit of Tk.
225.30 million. Reverting deferred tax of Tk. 114.81 million contributed mainly to the above profit after tax
42
of 2005. Growth of revenue generation of IPDC was 18.75% during the year 2005. Growth of revenue
generation from interest income was only 10.67%, while the growth of non-interest income was 75.27%
during the same year. Interest on fixed deposits was 34.63% of total interest income. Contribution of foreign
exchange gain increased the non-interest revenue of IPDC, which is considered to be a volatile source of
income for the company. Fee based income has also been decreasing over the years. Earning Per Share of
Tk. 100 face value reduced to Tk. 28.06 in 2005 from Tk. 49.30 in previous year. Dividend Per Share during
the year 2005 was Tk. 10.00 (Tk. 25.00 in 2004).
Performance related indicators of IPDC shows decreasing trend. Net profit margin of the company decreased
to 8.60% in 2005 from 17.15% in 2004. Return on average assets before provision & taxes stood at 1.76% in
2005 against 2.08% in previous year. Return on average equity before provision and tax also decreased to
24.31% against 31.08% of previous year. The above returns were much below compared to some companies
in the peer group. Return (operating profit) on average earning assets has been decreasing and stood at
0.94% in 2005 against previous year’s 1.64% which indicates decreasing productivity of earning assets. The
operational efficiency of IPDC has decreased during this period. Efficiency ratio (operating expenses to
operating revenue) has increased to 84.19% in 2005 from 78.68% of 2004, which indicates deteriorating
efficiency related ratios of the company. High cost of fund increased the overall financial charges. Staffs
productivity in IPDC also decreased since yield per taka staff cost stood at 6.77 times in 2005 from 9.45
times in 2004. Weighted average cost of fund, as said earlier, increased during the year 2005 by 2.18%
compared to previous year. On the other hand, weighted average lending rate decreased by 0.54%.
Therefore, net interest margin reduced to 2.23% in 2005 from 4.95% in 2004, representing 2.72% reduction.
9. ASSET QUALITY
As per the financial statement of the company for the year end 2005, the asset quality of IPDC has
deteriorated significantly during the year 2005. Gross Non Performing Loan (NPL) reached to 15.20% in 2005
from 3.87% in previous year. The above asset quality stood after rescheduling and restructuring of credit
portfolio as much as Tk. 1610.90 million. Considering the assets having any over due amount as infected,
the infected assets ratio stood at 70.03% and 47.35% in 2005 and 2004 respectively without considering
equity finance portfolio. IPDC has created provision for doubtful credit as much as 13.35% of operating
revenue in 2005. Even though, net NPL increased to 8.90% in 2005 from 0.17% in 2004. Under BASEL-II
definition, (three & above installment), the NPL of IPDC stood at 22.81% in 2005. The asset footing of IPDC
also reduced to Tk. 11.92 billion (without considering asset revaluation) as on 31st December 2005 from Tk.
16.11 billion in previous year, representing 26.03% decrease of asset. Significant adjustment of call
borrowing by fixed deposits reduced the above asset footings. The above asset footing includes net fixed
assets of 1.87%, lease assets of 10.52%, direct finance of 36.01%, equity finance of 9.74%, Fixed Deposit of
33.60% and other current assets of 8.04% to total assets. Fixed Deposit both local & foreign currency of IPDC
reduced significantly during the year 2005. Fixed deposit in 2004 was higher than the overall credit portfolio
of IPDC. IPDC internal guideline recommends TK. 100.00 million and above financing as large loan. There are
ten clients where IPDC financed total sum of Tk. 1179.00 million, which represents 13.81% of total
outstanding credit portfolio of the company. The above exposure was higher than the previous year. Credit
portfolio of IPDC is diversified among sixteen different sectors. Highest exposure is found in Engineering &
Building Materials Sector, which is 13.54%. Second highest exposure is found in textile sectors of 13.29% and
rest of the sectors hold less than 10% of total credit portfolio of the company.
9.1 Direct Financing

Direct financing holds 62.90% of total outstanding credit portfolio of IPDC in 2005. Annual disbursement of
direct financing was Tk. 1336.41 million in 2005 against previous year’s disbursement of Tk. 2533.52 million,
representing decline of 47.25%. Asset quality in this mode of financing also deteriorated significantly. Gross
NPL ratio stood at 16.71% in 2005 from 3.46% in 2004. Gross NPL coverage ratio accordingly reduced to
35.88% in 2005 from 170.03% in 2004. Infected assets ratio in direct financing stood to 68.91% in 2005,
against previous year’s infected assets ratio was 45.85%.
9.2 Lease Financing

Lease asset portfolio holds 19.41% of total outstanding credit portfolio in 2005. Annual lease disbursement
was Tk. 445.02 million in 2005 against previous year’s disbursement of Tk.429.16 million, representing 3.70%
growth. Asset quality in lease financing also found poor. Gross NPL ratio stood at 22.94%% in 2005 from
3.23% in 2004. Gross NPL coverage ratio again reduced to 33.14% in 2005 from 95.93% in 2004. Infected
assets ratio in lease financing stood to 73.06% in 2005. Previous year infected assets ratio was 51.34% in
2004.
43
9.3 Investment in Equity Finance

The outstanding portfolio of IPDC in equity and quasi-equity stood at Tk. 1282.31 million in 2005 including
ordinary shares of Tk. 209.13 million and preferences Shares of Tk. 1073.18 million. The above portfolio
represents 17.69% of outstanding credit portfolio of IPDC. The company lost investment value of Tk. 67.24
million as on 31st December in the ordinary shares. It is also notable here that a few companies have
already stopped their business operation. The company invested equity and quasi-equity in different
companies. Annual disbursement in equity finance was Tk. 286.06 million in 2005 against previous year’s
disbursement of Tk. 274.81 million, representing 4.09% growth. In addition, there are instances where IPDC
financed in equity as well as extended credit facilities in the same company.
10. CAPITAL ADEQUACY

The company is operating its financing business with strong capital base. IPDC has highest equity base in the
industry. Shareholders’ equity of the company stood at Tk. 1.05 billion (without considering the asset
revaluation reserve and proposed dividend) as on 31st December 2005. The shareholders’ equity of 2005
comprised of Tk. 478.01 million share capital, Tk. 28.01 million share premium and Tk. 546.18 million
Reserve and Surplus.
Further improvement in capital base is expected since the company has been planning to go for public
offering of additional shares. The company’s shareholders’ equity to total assets ratio has increased to
8.83% in 2005 from 6.07% in 2004. However, credit portfolio to shareholders’ equity ratio decreased to 6.89
times in 2005 from 7.07 times in previous year. The leverage ration of IPDC stood at 10.33 times, which is
inline with the peer. Internal capital generation of IPDC has decreased during 2005 to 8.50% from 11.73% in
previous year.
11. FUNDING & LIQUIDITY

IPDC has diversified funding sources. The major funding source of IPDC is term loan facility from different
commercial banks and credit line from international organizations. It has also been availing CBSF facility
from Bangladesh Bank with relatively lower cost of fund. The outstanding borrowed fund was Tk. 9,841.38
million as on 31st December 2005 which comprises of term loan of 39.63%, short term loan of 43.71%, call
loan of 6.60% and bank overdraft facility of 10.06%. The above borrowed fund includes foreign currency loan
of Tk. 776.57 million. IPDC has established good relationship with different financial institutions at home
and abroad. The company has availed credit line facilities from 17 different local public & private
commercial banks and 4 international organizations. To make the funding base more diversified the
company has recently introduced customer deposit scheme and established a separate deposit collection
department. The liquidity position of IPDC is average. The current ratio of the company stood at 1.17 times
in 2005 from 1.05 times in 2004. Again, cash & cash equivalent asset was 56.77% of current liabilities in
2005, which reduced from 72.96% in 2004. The times interest earned ratio decreased to 1.03 times in 2005
from 1.26 times in 2004.
12. SWOT ANALYSIS
Strengths: Weaknesses:
• Strong Capital base • Significant deterioration in Asset Quality
• Experienced management team having adequate provisions
• Diversified funding sources • High ownership concentration
• Outstanding market share • Declining financial performance
• Corporate shareholding structure • MIS needs further development
• Diversified business exposure • Single unit Financial Institution
• High turnover in top & mid tier
management
Opportunities: Threats:
• Business expansion opportunities • Commercial banks’ portfolio
• SME financing • Expansion to lease financing
• Fund raising through new financial • Increasing local and foreign cost of fund
products • New entrants into the market
• Capital market operation
• Scope of product diversification
44
13. PROSPECTS
The business prospect of the FIs mostly depends on the macroeconomic fundamentals of the country. Macro
economic indicators of Bangladesh are promising. The immediate shock of the withdrawal of quota system
from RMG sector has now been absorbed having little impact on the economy. Although the woven sector to
some extent is in uncomfortable position, the knit sector has been doing considerably well. The Government
has been trying to diversify the export basket adding more exportable products. The remittance from
Bangladeshis working abroad has also increased keeping a positive impact on the foreign exchange. Under
the above backdrop it is expected that the Macro Economic fundamentals will remain promising in the
coming years.
Though the macroeconomic activities of Bangladesh forecasted promising but too many Bank and Non-bank
financial institutions (49 banks and 28 non banks) are now in operation in a small economy like Bangladesh.
Consequently, the institutions have been facing tough competition in grabbing market share. On the other
hand, the Government has increased corporate tax to 45% in FY 2002-03 for the financial institutions.
Introducing Basel II by Bank of International Settlement regarding capital adequacy on the basis of either
Standardized Approach or Internal Rating Based Approach will remove the present practice of 20% risk
weight of financing in financial institutions by the banks. The above capital adequacy advantage of banks to
financing in financial institutions including FIs will reshuffle the exposure according to the rating of the
respective institutions. This may decrease the present wholesale fund through banking sector to FIs, unless
the FIs carry high investment grade rating.
Therefore, extraction of fund from banking system will depend on the overall performance of the FIs. Under
the above backdrop, the business volume of the FIs is in ascending trend of its credit portfolio. IPDC, a
private sector financial institution has been showing promising business growth. It has enough potential to
acquire further market share if the weaknesses are properly addressed and opportunities are tapped in
time. In addition, higher degree of care for collection of infected assets is likely to bring about a more
promising future.
End of the Report
Information used herein is obtained from IPDC which believed to be accurate and reliable. However, CRISL does
not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors
or omissions or for the results obtained from the use of such information. Rating is an opinion on credit quality
only and is not a recommendation to buy or sell any securities.
CORPORATE INFORMATION
Year of Incorporation: 1981
Commencement of Business: 1983
Directors:
Mr. Md Nurul Amin Chairman
Mr. Syed Mushtaq Representative Director of GOB
Mr. Anwar Poonawala Representative Director of AKFED
Mr. Shabir Kassam Representative Director of AKFED
Mr. Sulaiman Ajanee Representative Director of AKFED
Mr. Shabbir Hashmi Independent Director
Mr. Altaf Hussain Representative Director of AKFED
Mr. Kamaluddin A. Aziz Representative Director of AKFED
Mr. Shah A Sarwar Managing Director
Auditor: S F Ahmed & Co.
45
Management:
Mr. Shah A Sarwar Managing Director & CEO

Mr. Khan Tariqul Islam Director – Finance
Mr. Md. Yeazdani Bhuiyan DGM: Finance & Admin
Mr. Md. Atiqur Rahman Chowdhury DGM: Risk Management
Mr. Mominul Islam AGM: Operations
Mr. Md. Kamrul Hassan Sr. Manager - Risk Management
Mr. Asif Mahmud Sr. Manager – Investments
Mr. Zahoor Hossain Mahmud Manager – Internal Audit
Ms. Mousumi Yasmin Manager – Legal Affairs
Mr. Biplob Kumar Saha Manager – Accounts
46
47
48
49
“INTERESTED PERSONS ARE ENTITLED TO A PROSPECTUS, IF THEY SO DESIRE, AND THAT COPIES OF PROSPECTUS MAY BE
OBTAINED FROM THE ISSUER AND THE ISSUE MANAGER”

APPLICATION FORM
APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI

WARNING: Please read the instructions on the back of this form. Incorrectly filled Applications may be rejected.
The Managing Director Bankers Sl No.

IPDC of Bangladesh Limited.
Brokers Sl No.
106 Gulshan Avenue, Dhaka-1212
Dear Sir,
I/we apply for and request you to allot me/us the following number of Shares and I/we agree to accept the same
or any smaller number that may be allotted to me/us upon terms of the Company’s approved Prospectus and
subject to the Memorandum and Articles of Association of the Company. Further, I/we authorize you to place
my/our name(s) on the Register of Member(s) of the Company as the holder(s) of …………Ordinary Shares allotted
to me/us pursuant to this Application and credit the said shares in my/our depository account (BO Account)
and/or a crossed (Account Payee only) cheque in respect of any Application money refundable by post/courier at
my/our risk to the first applicant’s address stated below:
1 No. of Ordinary Shares ..............………………....of Tk. 200.00 each including a premium of Tk.100 per share.
2 Amount Tk. (in figure) ............................, Taka (in words)
.......................................................... only deposited vide Cash/ Cheque/Draft/Pay Order
No........................Date...................... on......................... Bank.................… Branch
3 Depository (B/O) Account Number
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as
invalid.)
4 I/we agree to fully abide by the instructions given herein.
5 Particulars of Applicant(s) :
Sole/First Applicant : Mr./Mrs./Ms.

Father’s/Husband’s Name :
Postal Address :
Occupation : Nationality :
For Refund Warrant : Applicant’s Bank A/C No. :
Name of the Bank : Branch :
Second Applicant : Mr./Mrs./Ms.

Postal Address :
Occupation : Nationality:
6 I/we hereby declare that I/we have read the Prospectus of IPDC of Bangladesh Limited and have willingly
subscribed for ……………………………...... No. of Shares of Tk. 200.00 each on this form.
7 Specimen Signature(s) :
Name (in Block Letters) Signature
1
………………………………………………….………………………………………………………………………………………….………………………………………
BANKER’S ACKNOWLEDGMENT
Certified that this Bank has received Tk.......................... (in word.................................................
..................................) only from Mr./Mrs./Ms./ .......................................................... being the
Application money for ...................... Nos. of Ordinary Shares of IPDC of Bangladesh Limited.
Authorized Signature
Banker’s SL. No. Seal & Date
(Name & Designation)
50
INSTRUCTIONS
1. As per provision of Depository Act, 1999 and regulations made thereunder shares will only be issued in
dematerialized condition. Please mention your BO (Beneficiary Owner) Account number in the Application
form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as
invalid.
2. All information must be typed or written in full (in Block letters) in English or in Bengali and must NOT be
abbreviated.
3. Application must be made on the Company’s printed form/photocopy or typed copy/hand written form
thereof.
4. Application must not be for less than 50 Ordinary Shares and must be for a multiple of 50 Ordinary Shares.
Any Application not meeting this criterion will not be considered for allotment purpose.
5. Remittance for the full amount of the Shares must accompany each Application and must be forwarded to
any of the Bankers to the Issue. Remittance should be in the form of Cash/Cheque/Bank Draft/Pay Order
payable to one of the Bankers to the Issue A/C “IPDC of Bangladesh Limited” and crossed “A/C Payee only”
and must be drawn on a Bank in the same town as the Bank to which the Application form has been sent.
6. In the case of Joint Application Form, the Allotment Letter will be despatched to the person whose name
appears first on this Application Form and where any amount is refundable in whole or in part the same will
be refunded by Account Payee Cheque by post/courier service to the person named first on this Application
Form in the manner prescribed in the Prospectus.
7. Joint Application form for more than two persons will not be accepted. In case of joint Application, each
party must sign the Application Form.
8. Application must be in full name of individuals or companies or societies or trusts and not in the name of
firms, minors or persons of unsound mind. Application from financial and market intermediary companies and
Private Company must be accompanied by Memorandum and Articles of Association and Certificate of
Incorporation.
9. An applicant can submit NOT more than two Applications, one in his/her own name and another jointly with
another person. In case an applicant makes more than two Applications, those in excess of two Applications
shall NOT be considered for allotment purpose.
10. No receipt will be Issued for the payment made with Application, but the bankers will issue a provisional
acknowledgment to the Issue for Application lodged with them.
11. Refund will be made only through “ACCOUNT PAYEE” Cheque(s) with Bank A/C No. and name of Bank
Branch as mentioned in the Application payable at Dhaka or Chittagong, as the case may be.
12. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange
Commission (SEC).
13. Making of any false statement in the Application or supplying of incorrect information therein or
suppressing any relevant information will make the Application liable to rejection and subject to forfeiture of
Application money. The said Application money will be deposited in account specified by the SEC. This may
be in addition to any other penalties as may be provided for by law.
14. Applications, which do not meet the above requirements, or Applications, which are incomplete, shall
NOT be considered for allotment purpose.
15. The Banker’s to the Issue Banks shall be obliged to receive the A/C Payee Cheque(s) on the closing day of
the subscription of the IPO.
16. No sale of securities shall be made, nor shall any money be taken from any person, in connection with
such sale until twenty five days after the prospectus has been published.
51
BANKERS TO THE ISSUE

Jamuna Bank Limited 27. Bogra Br., Bogra. The Premier Bank Limited 01. Fatikchari Br., Chittagogn.
01. Mohakhli Br., Dhaka. 28. Rajshahi Br., Rajshai. 01. Agrabad Br., Chittagong 02. Tongi Br., Tongi.
02. Soanargaon Road Br., Dhaka. 29. Barishal Br., Barishal. 02. Ashugonj Br., B.Baria. 03. Upashahar Br., Sylhet
03. Moulvi Bazar Br., Sylhet. Investment Corporation Of Bangladesh 03. Banani Br., Dhaka 04. Panthapath Br., Dhaka.
04. Dilkusha Br.Dhaka. 01. Head Office, Dhaka. 04. Barisal Br. Barisal 05. Tajpur Br., Sylhet
05. Shantinagar Br., Dhaka. 02. Chittagong Br., Chittagong. 05. Dilkusha Br., Dhaka 06. Beanibazar Br., Sylhet
06. Gulshan Br., Dhaka. 03. Rajshahi Br., Rajshai. 06. Dhanmondi Br., Dhaka 07. Mirpur Rd. Br., Dhaka
07. Dhanmondi Br., Dhaka. 04. Khulna Br., Khulna. 07. Elephant Road Br., Dhaka
08. Naya Bazar Br., Dhaka. 05. Barishal Br., Barishal. 08. Gulshan Br., Dhka Eastern Bank Limited
09. Foreign Exchange Br., Dhaka. 06. Sylhet Br., Sylhet 09. Imamgonj Br., Dhaka 01. Principal Br., Dilkusha, Dhaka.
10. Chistia Market Br.Dhaka. 07. Bogra Br., Bogra. 10. Kawran Bazar Br., Dhaka 02. Gulshan Br., Dhaka
11. Agrabad Br., Chittagong. 08. Local Office, Dhaka. 11. Khatungonj Br., Chittagong. 03. Dhanmondi Br., Dhaka.
12. Khatunganj Br., Chittagong. Southeast Bank Limited 12. Khulna Br., Khulna. 04. Motijheel Br., Dhaka.
13. Jubilee Road Br., Chittagong. 01. Principal Br., Dhaka 13. Meghnaghat Br., Narayangonj 05. Chawk Mughultuli Br., Dhaka.
14. Sylhet Br., Kotwali, Sylhet. 02. Imamgonj Br., Dhaka-1100. 14. Islamic Banking Br, Mohakhali 06. Mirpr Br., Dhaka.
15. Naogaon Br., Naogaon. 03. Dhanmondi Br., Dhaka-1205. 15. Motijheel Br., Dhaka 07. English Rd. Br., Dhaka.
16. Bogra Br., Bogra. 04. Uttara Br., Dhaka 16. Uttara Br., Dhaka 08. Station Rd. Br., Chittagong.
17. Narayanganj Br., Narayanganj. 05. New Elephant Rd. Br. Dhaka. 17. Savar Br., Dhaka 09. Khatunganj Br., Chittagong.
Mercantile Bank Limited 06. Gulshan Br., Dhaka-1212. 18. Islamic Banking Br. Sylhet 10. O R Nizam Rd. Br., Chittagong.
01. Main Br., Dilkusha, Dhaka-1000. 07. Motijheel Br., Dhaka 19. Bangshal Br., Dhaka 11. Jessor Rd. Br., Jessor.
02. Dhanmondi Br., Dhaka. 08. Kawran Bazar Br., Dhaka 20. Narayangonj Br.. 12. Jubilee Rd. Br., Chittagong.
03. Kawran Bazar Br., Dhaka. 09. Banani Br., Banani, Dhaka 21. Joydebpur Br., Gazipur, Dhaka. 13. Khulna Br., Khulna.
04. Agrabad Br., Cittagong. 10. Bangshal Br, Dhaka. 14. Rajshahi Br., Rajshahi.
05. Joypara Br., Dohar, Dhaka. 11. New Eskaton Br. Ramna Dhaka. Dhaka Bank Limited 15. Bogra Br., Bogra.
06. Banani Branc, Dhaka. 12. Agargaon Br., Dhaka. 01. Local Office Dhaka 16. Sonargaon Rd. Br., Dhaka.
07. Rajshahi Br., Rajshahi. 13. Bandar Bazar Br. Shylet. 02. Bangshal Br. Dhaka 17. Uttara Br., Dhaka.
08. Naogaon Br., Naogaon. 14. Shahjahal Upashahar Br. Sylhet. 03. Imamgonj Br. Dhaka 18. Shanitnagar Br., Dhaka.
09. Sylhet Br., Sylhet. 15. Laldighirpar Br., Sylhet. 04. Islampur Br. Dhaka 19. Agrabad Br., Chittagong.
10. Boardbazar Br., Gazipur. 16. Chouhatta br. Sylhet. 05. Banani Br. Dhaka 20. Upashahar Br., Mehdi Bagh.
11. Nayabazar Br., Dhaka. 17. Moulvi Bazar Br., Moulivi Bazar. 06. Foreign Exchange Br. Dhaka 21. Chouhatta Br., Sylhet.
12. Khatunganj Br., Chittagong. 18. Kulaura Br., Moulivi Bazar. 07. Dhanmondi Br. Dhaka 22. Moulvi Bazar Br., Moulvi Bazar.
13. Mohakhali Br., Dhaka. 19. Agrabad Br., Chittagong. 08. Kawranbazar Br. Dhaka
14. Mirpur Br., Dhaka. 20. Jubilee Road Br., Chittagong. 09. Uttara Br. Dhaka BASIC BANK Limited
15. Ashulia Br., Savar, Dhaka. 21. Khatungonj Br., Chittagong. 10. Amin Bazar Br. Dhaka.
16. Uttara Br., Dhaka. 22. Halishahar Br, , Chittagong. 11. Narayangonj Br. Narayanganj 1. Dhanmondi Branch, Dhaka.
17. Jubilee Road Br., Chittagong. 23. CDA Avenue Br., Chittagong 12. E.P.Z. Br. Dhaka 2. Uttara Branch, Dhaka.
18. Elephant Road Br., Dhaka. 24. Cox’s Bazar Br., Cox Bazar. 13. Bogra Br., Bogra. 3. CEPZ Branch, Chittagong.
19. Motijheel Br., Dhaka. 25. Chagalnaya Br., Feni. 14. Agrabad Br, Chittagong. 4. Sholashahar Branch, Chittagong.
20. Madam Bibir Hat Br., Chittagong. 26. Feni Br., Feni. 15. Khatungonj Br., Chittagong 5. Rajshahi Branch, Rajshahi.
21. Satmosjid Road Br., Dhaka. 27. Khulna Br., Khulna 16. Laldighirpar Br. Sylhet-3100 6. Bogra Branch, Bogra.
22. Jhilonja Br., Cox’s Bazar. 28. Corporate Br., Dhaka. 17. Gulshan Br., Gulsha-, Dhaka. 7. Khulna Branch, Khulna.
23. Rangpur, Br., Kotwali, Rangpur. 29. Hitimgonj Br., Sylhet. 18. CDA Avenue Br., Chittagong. 8. Zindabazar Branch, Sylhet.
24. Khulna Br., Sonadanaga, Khulna. 30. Chouhatta Br., Sylhet. 19. Jubilee Road Br. Chittagong 9. Barishal Branch, Barishal.
25. O R Nijam Road Br., Cittagong. 31. Pathntula Br. Sylhet. 20. Rajshahi Br., Rajshahi.
26. Gulshan Br., Dhaka. 21. Islamic Banking Br. Dhaka.
Mutual Trust Bank Limited National Credit & Commerce Bank Ltd. 22. Islamic Banking Br., Chittagong.
01. Principal Br., Dhaka. 01. Motijheel Br., Dhaka
02. Dilkusha Br., Dhaka. 02. Moghbazar Br., Dhaka Prime Bank Limited
03. Panthapath Br., Dhaka. 03. Dilkusha Br., Dhaka 01. Motijheel Br., Dhaka
04. Uttara Br., Dhaka. 04. Mirpur Br., Mirpur, Dhaka 02. Khatungonj Br. Chittagong.
05. Dhanmondi Br., Dhaka. 04. Dhanmondi Br., Dhaka 03. Moulvi Bazar Br., Dhaka
06. Pragati Sarani Br., Dhaka. 05. Gulshan Br., Dhaka 04. Khulna Br., Khulna
07. Agrabad Br., Chittagong. 06. Malibagh Br., DIT Road, Dhaka 05. Islamic Banking Br. Dhaka
08. CDA Avenue Br., Chittagong. 07. Uttara Br., Dhaka 06. Mohakhali Br., Dhaka
09. Babu Bazar Br., Dhaka. 08. Khulna Br., Khulna 07. Barishal Br., Barishal
10. Jubilee Road Br., Chittagong. 09. Agrabad Br., Chittagong 08. Kawranbazar Br., Dhaka
National Bank Limited 10. Khatungonj Br., Chittagong 09. Elephant Road Br.,Dhaka
01. Bangshal Road Br., Dhaka. 11. O.R. Nizam Road Br., Chittagong 10. Court Rd Br., Sylhet
02. Babubazar Br., Dhaka. 12. Jubilee Road Br., Chittagong 11. Mouchak Br., Dhaka
03. Dilkusha Br., Dhaka. 13. Chowhatta Br., Sylhet. 12. Gulshan Br., Dhaka
04. Elephant Road Br., Dhaka. 14. Moulvibazar Br., Moulvibazar 13. Narayangonj Br., Narayangonj
05. Foreign Exchange Br., Dhaka. 15. Rangpur Br., Rangpur 14. Agrabad Br., , Chittagong
06. Gulshan Br., Dhaka. 16. Jessore Br., Jessore. 15. Jubille Rd Br., Chittagong
07. Imamganj Br., Dhaka. 17. Laxmipur Br., Laxmipur. 16. Bangshal Br., Dhaka
08. Dhanmondi Br., Dhaka. 18. Rajshahi Br., Rajshahi. 17. Jessore Br., Jessore
09. Kawran Bazar Br., Dhaka. 18. Gonakbari Br. Savar, Dhaka
10. Motijheel Br., Dhaka. Arab Bangladesh Bank Ltd. 19. Islamic Banking Br., Sylhet
11. Mohakhali Br., Dhaka. 01. Merchant Banking Wing, Dhaka. 20. Foreign Exchange Br., Dhaka
12. Malibagh Br., Dhaka. 02. Principal Br. Dhaka. 21. Dhanmondi Br., H#99, Dhaka
13. Mirpur Br., Dhaka. 03. Karwan Bazar Br. Dhaka. 22. Eskaton Br. Dhaka
14. Z.H.Sikder M.C. Br., Dhaka. 04. Kakrail Br., Dhaka 23. Bogra Br., Bogra
15. Islapur Br., Dhka. 05. Dhanmondi Br. Dhaka. 24. Madhabdi Br., Narsingdi
16. Uttara Br., Dhaka. 06. Mohakhali Br. Dhaka. 25. Banani Br., Dhaka
17. North Brook Hall Br., Dhaka. 07. New Elephant Rd. Br. Dhaka. 26. Sylhet Br., Laldighirpar, Sylhet
18. Savar Bazar Br., Dhaka. 08. Uttara Br., Dhaka. 27. Rajshahi Br., Rajshahi
19. Narayanganj Br., Dhaka. 09. Gulshan Br. Dhaka. 28. Dhaka Club Booth, Dhaka.
20. Sylhet Br., Sylhet. 10. Nawabpur Br., Dhaka. 29. Uttara Br., Uttara, Dhaka
21. Agrabad Br., Chittagong. 11. Rokeya Sharani, Dhaka. 30. IBB Mirpur, , Mirpur
22. Khatunganj Br., Chittagong. 12. Mirpur Br., Dhaka. 31. IBB O.R. Nizam Road Br.
23. Jubilee Road Br., Chittagong. 13. Agrabad Br., Chittagong. Chittagong
24. Sheikh Mujib Road Br., Chittagong. 14. Modhuban Br., Sylhet. 32. Pragati Sarani Br., Dhaka.
25. KDA Br., Khulna. 15. Khulna Br., Khulna. 33. IBB, Phartali, Chittagong
26. Khulna Br., khulna. 34. Shimrail Br., Narayangnj.
35. Asad gate Br., Dhaka
52
“INTERESTED PERSONS ARE ENTITLED TO A PROSPECTUS, IF THEY SO DESIRE, AND THAT COPIES OF PROSPECTUS MAY BE
OBTAINED FROM THE ISSUER AND THE ISSUE MANAGER”

APPLICATION FORM
APPLICATION FOR SHARES BY NON-RESIDENT BANGLADESHIS
(To be sent to the Company’s Head Office)
WARNING: Please read the instructions at the back of this form. Incorrectly filed Applications may be rejected.
The Managing Director
IPDC of Bangladesh Limited.
106 Gulshan Avenue, Dhaka-1212
Dear Sir,
I/We apply for and request you to allot me/us the following number of Shares and I/we agree to accept the same
or any smaller number that may be allotted to me/us upon terms of the Company’s approved Prospectus and
subject to the Memorandum and Articles of Association of the Company. Further, I/we authorize you to place
my/our name(s) on the Register of Members of the Company as the holder(s) of……………Ordinary Shares allotted to
me/us pursuant to this Application and credit the said shares in my/our depository account (BO Account) and/or a
crossed (account payee only) Cheque in respect of any Application money refundable by post/courier at my/our
risk to the first applicant’s address stated below:
1. No. of Shares .........................of Tk. 200.00 each including a premium of Tk. 100 per share.
2. Amount of Tk. (in figure) ................................................... Tk. (in words)
............................................. only convertible into US Dollar 1.00 = Tk...................
and UK Pound Sterling 1.00 = Tk.....................and Euro 1.00=Tk …………………………………………..
3. Payment by Draft/Cheque No................................date....................................for US
Dollar/UK Pound Sterling/ Euro Tk……………………….. drawn on...............................Bank
............................ branch
4. Depository (B/O) Account
Number
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be
5. treated as invalid.)
I/we agree to fully abide by the instructions given herein.
6. Particulars of Applicant(s)
Sole/First Applicant : Mr./Mrs./Ms.
Mailing Address :
Passport No. : Valid up to:
Date of Birth :
For Refund Warrant : Applicant’s Bank A/C No. :
Name of the Bank : Branch :
Second Applicant : Mr./Mrs./Ms.

Mailing Address :
Passport No. : Valid up to :
Date of Birth :
Nominee
Name :
Mailing Address:
Specimen Signature(s):
Name in Block Letters Signature
Sole/First Applicant :
Second Applicant :
Nominee :
53
INSTRUCTIONS
1. As per provision of Depository Act, 1999 and regulations made thereunder shares will only be issued in
dematerialized condition. Please mention your BO (Beneficiary Owner) Account number in the Application
form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as
invalid.
2. All information must be written or typed in Block Letters in English and must NOT be abbreviated.
3. Application must not be for less than 50 Ordinary Shares and must be for a multiple of 50 Ordinary Shares.
Any Application not meeting this criterion will not be considered for allotment purpose.
4. Application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque
drawn out of foreign currency deposit account maintained in Bangladesh for the full value of Shares favoring
“IPDC Of Bangladesh Limited” and crossed “ACCOUNTS PAYEE ONLY”.
5. Application shall be sent by the applicant directly to the Company within 28/09/2006 so as to reach the
Company within 07/10/2006. No Application sent after 28/09/2006 or received by the Company after
07/10/2006 will be considered for allotment purpose.
6. Refund against over-subscription shall be made in the currency in which the value of Shares was paid for by
the applicant through Account Payee Cheque payable at Dhaka with bank account number, Bank’s name and
Branch as indicated in the securities application form.
7. All the applicants shall first be treated as applied for one minimum lot. If, on this basis, there is over
subscription, then lottery shall be held amongst the applicants allocating one identification number for each
application, irrespective of the application money. On the other hand, if there is under subscription, then all
the applicants shall first be distributed with a single lot and thereafter, for the balance amount, lottery, shall
be held for the applicants who have applied for multiple lots on the basis of dividing the application money by
amount of a market lot separately for both NRB and General Public.
8. Money receipt of clearance of draft or cheque, as the case may be, shall be sent by post to the applicant by
the Company.
9. Joint Application by two persons will be acceptable. In such a case, allotment or refund shall be made by post
to the first applicant.
10. Application must be made by an individual, a corporation or Company, a trust or a society and not by a firm,
minor or persons of unsound mind.
11. Making of any false statement or supplying incorrect information or suppressing any relevant information in
the Application shall make it liable to rejection and subject to forfeiture of the Application money.
12. The intending NRB applicants shall deposit share money by US Dollar/ Euro /UK Pound draft drawn on and
payable in Dhaka, Bangladesh, or through a nominee by paying out of foreign currency deposit account
maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the
concerned bank, so that the Issuer’s collecting Bank can clear that proceeds and deposit the same into
Issuer’s Bank account in time.
13. Spot buying rate (TT Clean) in US Dollars, UK Pound Sterling and Euro of Sonali Bank as prevalent on the date
of opening of subscription will be applicable for the Non-Resident Bangladeshi (NRB) applicants.
14. The applicant shall furnish photocopies of relevant pages of valid passport(s) in support of his being a
NRB, dual citizenship or of the foreign passport bearing an endorsement from the concerned Bangladeshi
Embassy to the effect that no visa is required for him to travel to Bangladesh.
15. In case of joint NRB application joint applicant shall also submit supporting papers/ documents in supported of
their being an NRB as mentioned in para-14 above.
16. An applicant can submit NOT more than two Applications, one in his/her own name and another jointly with
another person. In case an applicant makes more than two Applications, those in excess of two Applications
shall NOT be considered for allotment purpose.
17. No sale of securities shall be made, nor shall any money be taken from any person, in connection with
such sale until twenty five days after the prospectus has been published.
THE NRB APPLICATION ALONG WITH THE DRAFT, AS ABOVE, IS TO BE SUBMITTED TO

THE COMPANY’S HEAD OFFICE DIRECTLY WITHIN THE STIPULATED TIME MENTIONED IN PARA 5.
54
AUDITORS' REPORTS UNDER SECTION 135(1) WITH PARA 24(1) & 24(2) OF
PART II OF THE THIRD SCHEDULE OF THE COMPANIES ACT. 1994
We have examined the financial statements of Industrial Promotion and Development Company of Bangladesh
Limited for the years ended December 31, 2005 and December 31, 2001 audited by us and for the years ended
December 31, 2004, 2003, and 2002 audited by Rahman Rahman Huq, Chartered Accountants and, under
Section 135(1) with Para 24(1) & 24(2) of Part-II of the Third Schedule of the Companies Act 1994. We report
that:
(1) The statements of profits and losses of the Company for the years ended December 31, 2005, 2004,
2003, 2002 and 2001 are as follows:
Particulars Dec-31, 2005 Dec-31, 2004 Dec-31, 2003 Dec-31, 2002 Dec-31, 2001
Taka Taka Taka Taka Taka
Operating revenue
Dividend on investment in shares 116,488,015 91,077,592 93,164,151 77,088,573 46,378,677
Profit on sale of shares 45,386,074 31,123,092 43,498,116 55,291,658 31,987,416
Interest on loans 321,209,425 291,314,020 264,729,970 238,361,211 215,327,116
Lease rental income 215,603,032 258,381,792 258,222,893* 149,483,249* 94,881,358*
Interest on short term finance 294,672,603 181,875,649 94,625,525 45,982,454 31,983,480
Supervision fees 112,092 2,005,140 6,941,419 10,449,201 9,956,751
Consultancy fees - - - 860,102 -
Appraisal & feasibility studies fees 1,060,000 1,755,000 6,135,000 3,765,000 6,205,860
Syndication fees 392,859 2,600,000 - 2,740,000 6,800,000
Commitment fees 566,316 752,542 1,334,669 883,353 713,445
Documentation fees 150,000 505,000 1,620,000 1,085,000 855,000
Other fees 1,321,073 4,453,047 2,011,272 1,696,587 524,483
Exchange gain 122,463,045 30,000,000 36,270,000 36,315,197 17,706,198*
1,119,424,534 895,842,874 808,553,015* 624,001,585* 463,319,784*
Operating expenses
General and administrative 62,069,829 54,908,356 42,514,849 38,815,875 39,664,001*
expenses
Finance cost - net of interest 810,699,457 560,783,868 476,216,394 353,091,610 252,257,772*
on bank deposit
872,769,286 615,692,224* 518,731,243* 391,907,485* 291,921,773*
Income from operations 246,655,248 280,150,650* 289,821,772* 232,094,100* 171,398,011*

Non-operating income
Other income 103,772 149,999 - 696,531 4,551,157
Profit before provision and tax 246,759,020* 280,300,649* 289,821,772* 232,790,631* 175,949,168*
Provision for doubtful investments 208,272,533 30,000,000 81,500,000* 47,500,000* 21,000,000*
Profit before tax 38,486,487 250,300,649 208,321,772 185,290,631 154,949,168

Less: Provision for taxation
Current tax 19,175,060 120,863,143 28,329,891*
Deferred tax (114,814,655) (95,866,542) 17,879,397 28,363,804 14,816,244*
(95,639,595) 24,996,601 17,879,397 28,363,804 43,146,135*
55
Profit after taxation 134,126,082 225,304,048 190,442,375 156,926,827 111,803,033

Retained earnings brought forward 414,910,143 321,059,945 241,992,570 175,065,743 133,586,565*
549,036,225 546,363,993 432,434,945 331,992,570 245,389,598
Less : Appropriations
Transfer to statutory reserve - - - - 25,323,855
Interim Dividend 67,500,000 -
Final dividend 47,801,400 119,503,500 101,250,000 22,500,000 45,000,000
Dividend distribution tax ( 10 %) - 11,950,350 10,125,000
47,801,400 131,453,850 111,375,000 90,000,000 70,323,855
Retained earnings carried 501,234,825 414,910,143 321,059,945 241,992,570 175,065,743*
forward
Earnings Per Share of Taka 100 28.06 49.30 42.32 34.87 24.85
Note: *(star) of audited Profit & Loss Accounts were rearranged from 2001 to 2004 on the basis of
presentation on those of 2005.
(2) The statements of assets and liabilities of the Company as at December 31, 2005, 2004, 2003, 2002
and 2001 are as follows:
As on Dec As on Dec As on Dec As on Dec As on Dec

31, 05 31, 04 31, 03 31, 02 31, 01
Source of fund Taka Taka Taka Taka Taka
Shareholders' equity:
Share capital 478,014,000 478,014,000 450,000,000 450,000,000 450,000,000
Share premium 28,014,000 28,014,000 - - -
Statutory reserve 44,949,704 44,949,704 44,949,704 44,949,704 44,949,704*
Revaluation reserve - office 23,627,792 - - - -
premises
Proposed dividend 47,801,400 119,503,500 101,250,000* 22,500,000 45,000,000*
Dividend distribution tax - 11,950,350 10,125,000* - -
Revenue reserve 501,234,825 414,910,143 321,059,945 241,992,570 175,065,743*
1,123,641,721 1,097,341,697 927,384,649* 759,442,274* 715,015,447*
Loan funds (unsecured):
Lines of credit 3,895,836,248 3,946,379,694 4,084,149,775 2,951,375,963 2,309,524,275
Less : Current portion of (662,209,366) (721,313,546) (958,054,793) (482,321,265) (275,988,019)
lines of credit
3,233,626,882 3,225,066,148 3,126,094,982 2,469,054,698 2,033,536,256
IDA line of credit – deferred 3,899,939 - 4,506,006 18,778,374 33,485,718
interest
3,237,526,821 3,225,066,148 3,130,600,988 2,487,833,072 2,067,021,974*
Deferred liabilities 73,324,066 70,335,626 93,826,332 71,130,784 57,776,626*

Deferred tax liabilities - - 61,059,445 43,180,048 14,816,244*
Total 4,434,492,608 4,392,743,471 4,212,871,414* 3,361,586,178* 2,854,630,291*
56
Application of fund
Tangible assets
Fixed assets at cost less 97,225,305 7,772,852 9,332,112* 7,086,929 7,496,131
accumulated depreciation
Deferred Tax Assets 149,621,752 34,807,097 - - -
Investments - net of
provisions:
Equity 1,161,765,893 1,095,589,726 931,249,702 761,576,701 687,917,713
Long term loans 2,640,677,772 2,009,586,465 1,963,671,446 1,708,866,850 1,548,001,197
Lease receivables 1,082,193,120 1,001,278,561 1,298,374,385 1,085,871,129 715,923,182
Short term finance 1,652,446,238 2,045,584,223 790,215,060 439,240,666 257,575,345
Advances against lease 202,564,602 455,404,342 259,386,771 166,147,204 169,063,901
6,739,647,625 6,607,443,317 5,242,897,364 4,161,702,550 3,378,481,338
Less: Current portion of (3,414,941,191) (3,411,601,080) (1,886,494,864) (1,336,238,879) (927,183,800)
investments
3,324,706,434 3,195,842,237 3,356,402,500 2,825,463,671 2,451,297,538
Current Assets:
Current portion of 3,414,941,191 3,411,601,080 1,886,494,864 1,336,238,879 927,183,800
investments
Accounts receivable 690,189,206 671,875,781 414,383,454 236,752,649 171,523,985
Advances, deposits and 239,544,285 154,237,943 117,720,827 86,450,899 32,702,344
prepayments
Cash and bank balances 4,030,238,684 8,641,785,480 5,092,233,490 3,524,472,078 2,265,342,966
8,374,913,367 12,879,500,284 7,510,832,635 5,183,914,505 3,396,753,095
Current liabilities and

provisions:
Call loan 650,000,000 4,320,000,000 1,986,500,000 2,710,000,000 1,860,000,000
Bank overdraft 990,348,457 1,361,320,968 1,006,315,618 532,310,611 367,703,377
Short term loan 4,301,300,000 4,967,498,900 2,555,500,000 800,000,000 400,000,000
Deposit 459,952,860 - - - -
Current portion of lines of 662,209,366 721,313,546 958,054,793 482,321,265 275,988,019
credit
Accounts payable 346,134,172 230,189,567 150,728,156 102,247,051 69,225,077
Liability for lease assets - 1,127,359 3,731,750 - -
Provision for tax 102,029,395 123,728,659 2,865,516 28,000,000 28,000,000
7,511,974,249 11,725,178,999 6,663,695,833* 4,654,878,927* 3,000,916,473*
Net current assets 862,939,118 1,154,321,285 847,136,802* 529,035,578* 395,836,622*
Total 4,434,492,608 4,392,743,471 4,212,871,414* 3,361,586,178* 2,854,630,291*
Note: *(star) of audited Balance of 2001, 2002, 2003 were rearranged on the basis of presentation on those of
2004, 2005.
57
(3) Company’s declared dividends for the years ended December 31, 2005, 2004, 2003, 2002 and
2001 are as follows:
Year Dividend Rate Cash/Bonus

December 31,2005 10% Cash
December 31,2004 25% Cash
December 31,2003 22.50% Cash
December 31,2002 - Interim 15.00% Cash
December 31,2002 – Final 5.00% Cash
December 31,2001 10.00% Cash
(4) The company has no subsidiaries
Sd/-
Dated, Dhaka S. F. Ahmed & Co.
25 April 2006 Chartered Accountants
58
Selected ratios of Industrial Promotion and Development Company of

Bangladesh Limited as specified in rule 8b(20)(c)-Annexure B of the ‘
Securities & Exchange Commission (Public Issue) Rules, 2006’
Year Year Year Year Year

Particulars Calculation
2005 2004 2003 2002 2001
Liquidity Ratios
Current Assets/ Current
Current Ratio Liabilities
1.11 1.10 1.13 1.11 1.13
Time Interest Earned (Income from Operations +
1.30 1.50 1.61 1.66 1.68
Ratio Finance Cost)/Finance Cost
Total Long Term Debt/Total
Debt Equity Ratio Equity
3.47 3.60 4.41 3.91 3.28
Operating Ratios
Accounts Receivable
Sales / Receivable N/A N/A N/A N/A N/A
Turnover Ratio
Inventory Turnover
Cost of good sold / Inventory N/A N/A N/A N/A N/A
Ratio
Asset Turnover Ratio Sales / Total assets N/A N/A N/A N/A N/A
Profitability Ratios
(Sales - Cost of good sold) /
Gross Margin Ratio Sales
N/A N/A N/A N/A N/A
Operating Income (Income from Operations
22.03% 31.27% 35.84% 37.19% 36.99%
Ratio /Total Operating Revenue) x100
(Net Profit After Tax/
Net Income Ratio Total Operating Revenue) x 100
11.98% 25.15% 23.55% 25.15% 24.13%
Return on Assets (Net Profit After Tax/
1.12% 1.40% 1.75% 1.96% 1.91%
Ratio Total assets) x 100
Return on Equity (Net Profit After Tax/
11.94% 20.53% 20.54% 20.66% 15.64%
Ratio Shareholders' Equity) x 100
Return on Paid up (Net Profit After Tax/
28.06% 47.13% 42.32% 34.87% 24.85%
Capital Paid up Capital) x 100
No. of Shares
Paid up Capital/100 4,780,140 4,780,140 4,500,000 4,500,000 4,500,000
Outstanding
Earnings Per Share Net Profit After Tax/
28.06 47.13 42.32 34.87 24.85
(EPS) No. of Shares Outstanding
59
Auditors' Report to the Shareholders

Of
Industrial Promotion and Development Company of Bangladesh Limited

We have audited the accompanying balance sheet of the Industrial Promotion and Development Company of
Bangladesh Limited as of 31 December 2005 and the related profit and loss account, cash flow statement and
statement of changes in shareholders’ equity for the year then ended. The preparation of these financial
statements is the responsibility of the company’s management. Our responsibility is to express an independent
opinion on these financial statements based on our audit.
We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant accounting estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards, give a
true and fair view of the state of the company’s affairs as of 31 December 2005 and of the results of its
operations and its cash flows for the year then ended and comply with the Financial Institutions Act 1993, the
Companies Act 1994, the Securities and Exchange Rules 1987, the rules and regulations issued by the
Bangladesh Bank, and other applicable laws and regulations.
Subject to the above, 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 accounts as required by law have been kept by the company so
far as it appeared from our examination of those books;
(c) the financial statements have been prepared in accordance with generally accepted accounting
principles in Bangladesh;
(d) the financial statements have been drawn up in conformity with the rules and regulations issued
by Bangladesh Bank to the extent applicable to the company;
(e) the expenditure incurred and payments made were for the purpose of the company’s business;
(f) the information and explanations required by us have been received and found satisfactory;
(g) adequate provision has been made for investment (Note No. 10) considered to be doubtful;
(h) the company has followed the instructions issued by Bangladesh Bank in matters of
lease/advance classification, provisioning and suspension of interest;
(i) the company has complied with the relevant laws pertaining to reserves and maintenance of
liquid assets; and
(j) The company’s Balance Sheet and company’s Profit & Loss Account dealt with by the report are
in agreement with the books of accounts.
Dated, Dhaka Sd/-

16 April 2006 S.F. Ahmed & Co.
60
Balance Sheet
As at 31 December 2005
2005 2004
Source of fund Notes Taka Taka
Shareholders' equity:
Share capital 3 478,014,000 478,014,000
Share premium 3.1 28,014,000 28,014,000
Statutory reserve 4 44,949,704 44,949,704
Revaluation reserve - office premises 9.1 23,627,792 -
Proposed dividend 47,801,400 119,503,500
Dividend distribution tax - 11,950,350
Revenue reserve 501,234,825 414,910,143
1,123,641,721 1,097,341,697
Loan funds (unsecured):

Lines of credit 5 3,895,836,248 3,946,379,694
Less : Current portion of lines of credit (662,209,366) (721,313,546)
3,233,626,882 3,225,066,148
IDA line of credit - deferred interest 6 3,899,939 -
3,237,526,821 3,225,066,148
Deferred liabilities 7 73,324,066 70,335,626
4,434,492,608 4,392,743,471
Application of fund
Tangible assets
Fixed assets at cost less accumulated depreciation 9 97,225,305 6,645,493
Lease assets at cost less accumulated depreciation - 1,127,359
Deferred Tax Assets 8 149,621,752 34,807,097
Investments - net of provisions: 10

Equity 1,161,765,893 1,095,589,726
Long term loans 2,640,677,772 2,009,586,465
Lease receivables 1,082,193,120 1,001,278,561
Short term finance 1,652,446,238 2,045,584,223
Advances against lease 202,564,602 455,404,342
6,739,647,625 6,607,443,317
Less: Current portion of investments 11 (3,414,941,191) (3,411,601,080)
3,324,706,434 3,195,842,237
2005 2004
Notes Taka Taka
Current assets:
Current portion of investments 11 3,414,941,191 3,411,601,080
Accounts receivable 12 690,189,206 671,875,781
Advances, deposits and prepayments 13 239,544,285 154,237,943
Cash and bank balances 14 4,030,238,684 8,641,785,480
8,374,913,366 12,879,500,284
Current liabilities and provisions:

Call loan 650,000,000 4,320,000,000
Bank overdraft 990,348,457 1,361,320,968
Short term loan 4,301,300,000 4,967,498,900
Deposit 459,952,860 -
Current portion of lines of credit 5 662,209,366 721,313,546
Accounts payable 15 346,134,171 230,189,567
Liability for lease assets - 1,127,359
Provision for tax 16 102,029,395 123,728,659
7,511,974,249 11,725,178,999
Net current assets 862,939,117 1,154,321,285
4,434,492,608 4,392,743,471
The annexed notes 1 to 28 form an integral part of these financial statements.
Sd/- Sd/- Sd/-

Director Director Managing Director
As per our report of same date.
Sd/-
Profit and Loss Account
for the year ended 31 December 2005
2005 2004
Notes Taka Taka
Operating revenue:
Dividend on investment in shares 116,488,015 91,077,592
Profit on sale of shares 45,386,074 31,123,092
Interest on loans 321,209,425 291,314,020
Lease income 215,603,032 258,381,792
Interest on short term finance 294,672,603 181,875,649
Supervision fees 112,092 2,005,140
Appraisal and feasibility studies fees 1,060,000 1,755,000
Syndication fees 392,859 2,600,000
Commitment fees 566,316 752,542
Documentation fees 150,000 505,000
Other fees 1,321,073 4,453,047
Exchange gain 122,463,045 30,000,000
1,119,424,534 895,842,874
Less: Operating expenses:
General and administrative expenses 17 62,069,829 54,908,356
Finance cost - net of interest on bank deposit 18 810,699,457 560,783,868
872,769,286 615,692,224
Income from operations 246,655,248 280,150,650
Non-operating Income
Other income 103,772 149,999
Profit before provision and tax 246,759,020 280,300,649
Provision for doubtful investments 19 208,272,533 30,000,000

Net profit before tax 38,486,487 250,300,649
Provision for tax:
Current tax 16 19,175,060 120,863,143
Deferred tax 8 (114,814,655) (95,866,542)
(95,639,595) 24,996,601
Net profit after tax 134,126,082 225,304,048
Retained earnings brought forward 414,910,143 321,059,945
Profit available for appropriation 549,036,225 546,363,993
Appropriations:
Final dividend at Tk 10 (2004:Tk 25)per share of Tk 100 each 47,801,400 119,503,500
Dividend distribution tax (10%) - 11,950,350
47,801,400 131,453,850
Retained earnings, carried forward 501,234,825 414,910,143
Earning per share of Tk 100 20 28.06 49.30
The annexed notes 1 to 28 form an integral part of these financial statements.
Sd/- Sd/- Sd/-

Director Director Managing Director
As per our report of same date.
Sd/-
Cash Flow Statement
2005 2004
Taka Taka
Cash flows from operating activities:
Net profit before tax 38,486,487 250,300,649

Adjustment for:
Depreciation 3,981,875 4,926,782
Provision for doubtful investments 208,272,533 30,000,000
Provision for gratuity 10,218,907 2,250,000
222,473,315 37,176,782
Operating profit before working capital changes 260,959,802 287,477,431
(Increase)/decrease in current assets:
Advances, deposits and prepayments (66,045,026) (9,433,614)
Accounts receivables (18,313,425) (257,492,328)
Increase/(decrease) in current liabilities:
Accounts payable 119,844,543 76,288,514
35,486,091 (190,637,428)
Cash generated from operations 296,445,893 96,840,003
Payment of income tax (60,135,640) (27,083,502)
Payment of gratuity (9,521,853) (7,930,254)
Net cash flows from operating activities 226,788,400 61,826,247
Cash flows from investing activities
Acquisition of fixed assets (70,933,895) (3,367,523)

Investments made (2,673,032,221) (3,075,083,471)
Recovery of loan and short term finance 2,149,681,552 1,601,411,126
Divestment of equity 182,873,828 79,126,394
Receipts against lease 2,291,386 (17,810,452)
Net cash used in investing activities (409,119,350) (1,415,723,926)
Cash flows from financing activities:
Receipts from issue of shares - 28,014,000

Receipts from share premium - 28,014,000
Receipts from lines of credit 2,589,469,644 993,500,000
Repayment of lines of credit (2,640,013,090) (1,131,270,081)
Receipts from short term loan (206,246,040) 2,411,998,900
(Payments)/receipts from call loan and overdraft (4,040,972,511) 2,688,505,350
Payment of dividend (131,453,850) (115,312,500)
Net cash flows from financing activities (4,429,215,847) 4,903,449,669
Net increase in cash and cash equivalents (4,611,546,797) 3,549,551,990
Cash and cash equivalents at the beginning of the year 8,641,785,480 5,092,233,490
Cash and cash equivalents at the end of the year 4,030,238,684 8,641,785,480
Cash and cash equivalents at the end of the year represents cash and bank balances.
Statement of Changes in Shareholders' Equity
Dividend
Share Share Statutory Proposed distribution Revaluation Revenue
capital premium reserve dividend tax reserve reserve Total
Taka Taka Taka Taka Taka Taka Taka Taka
Balance at 1 January 2005 478,014,000 28,014,000 44,949,704 119,503,500 11,950,350 - 414,910,143 1,097,341,697
Shares issued during the year 2005 - - - - - - - -
Revaluation - office premises - - - - - 23,627,792 - 23,627,792
Net profit after tax for the year - - - - - - 134,126,082 134,126,082
Dividend payment - (119,503,500) - (119,503,500)
Dividend distribution tax payment - (11,950,350) - (11,950,350)
Proposed dividend - - - 47,801,400 - - (47,801,400) -
Dividend distribution tax - - - - - - - -
Balance at 31 December 2005 478,014,000 28,014,000 44,949,704 47,801,400 - 23,627,792 501,234,825 1,123,641,721
Notes to the financial statements
1. Background and objectives of the company
1.1 Legal status
Established with a mandate to promote economic growth in the country, Industrial Promotion and
Development Company of Bangladesh Limited (IPDC) was incorporated in Bangladesh in 1981 as the premier
private sector long term lending institution with the Registrar of Joint Stock Companies, Dhaka. The
registered office of the company is situated at Hosna Center (4th Floor), 106 Gulshan Avenue, Dhaka,
Bangladesh.
1.2 Nature of business
IPDC mainly specializes in providing long term and short term investment financing, lease financing, equity
participation, asset backed securitization through zero-coupon bond and related consultancies to both local
and foreign private investments in Bangladesh.
2. Significant Accounting Policies
2.1 Measurement bases used in preparing the Financial Statements

The elements of financial statements have been measured on historical cost basis on generally accepted
accounting principles in Bangladesh, including Bangladesh Accounting Standards. However, office premises
has been revalued and stated on market price basis.
2.2 Accounting for direct finance
Direct finance operation consists of short-term finance, long-term finance and equity participation, books of
account for which are maintained based on the accrual method of accounting. Outstanding loans for short-
term finance, and unrealized principal for long-term finance and equity participation are accounted for as
direct finance assets of the Company. Interest earnings are recognized as operational revenue periodically.
2.3 Accounting for leases

The lease transactions are accounted for under direct financing method. The aggregate lease receivables
including unguaranted residual value throughout the lease term are recorded as gross lease receivables while
the excess of gross lease receivables over the total acquisition cost including interest during the period of
acquiring the lease equipment constitutes the unearned lease income. Initial direct costs in respect of lease
are expensed in the year in which such costs are incurred.
2.4 Fixed assets

Fixed assets are stated net of accumulated depreciation. Depreciation on fixed assets acquired for Company’s
own use is charged on straight-line method at rates varying from 12.5% to 33.3% throughout the estimated
useful life of the assets.
The office premises have been revalued as of December 31, 2005 in line with prevailing market price as on
that date.
2.5 Investment in shares
Investment in ordinary shares has been shown at cost or market price, whichever is lower. Full provision for
diminution in value of shares as on closing of the year has been taken into account.
2.6 Provision for Income Tax

Provision for taxation has been estimated as per Income Tax Ordinance, 1984.
2.7 Deferred taxation

With effect from 2002, the company accounts for deferred tax as per Bangladesh Accounting Standard (BAS)
no. 12. Deferred tax is provided using the liability method for all temporary timing differences arising
between the tax base of assets and liabilities and their carrying value for financial reporting purposes. Tax
rate prevailing at the balance sheet date is used to determine deferred tax.
2.8 Foreign currency
Foreign currency transactions are translated into Taka at the rates ruling on the transaction dates. All
monetary assets and liabilities are restated at exchange rate on Balance Sheet date. Differences are
charged/credited to income. US $ 2 million received earlier as share capital from foreign share holders has
been revalued at the rate prevailing on 31st December, 2005 and resulting exchange gain has been
recognized as income.
2.9 Revenue recognition
Revenue recognition is on accrual basis but revenue recognition in relation to loan interest and supervision
fee is suspended where significant uncertainty as to collectibility is apparent.
The excess of aggregate rentals receivable over the cost of the leased asset constitute the total unearned
lease income. The unearned lease income is recognized as revenue on the accrual basis over the term of the
lease.
Accordingly, loan interest, supervision fee and recovery of principal on non-performing loans which are
recorded as accounts receivable prior to establishment of a loan as non-performing, are transferred from
accounts receivable to other receivables after these turn to be non-performing.
From the date of declaration of a loan as non-performing, loan interest and supervision fee are recorded as a
memorandum entry only in the accounting records of other receivables and not disclosed in the financial
statements as income, while recoveries due are recorded and reflected in the balance sheet as other
receivables.
2.10 Provision for doubtful investment
Provision has been made as per provisioning policy of Bangladesh Bank vide FID Circular No. 8 dated 3rd
August, 2002. Specific provision is made against investments when the recovery is in doubt or its value is
considered impaired. In addition, 1% general provision has been made against loans, quasi equity investment
and equity investment.
2.11 Securitization of loans and leases

During 2004, 8 long term loan accounts amounting to Tk. 202,575,106 and 3 leases amounting to Tk
111,580,034, totaling Tk 314,155,141 have been securitized and transferred out from the books of IPDC to
IPDC Securitization Trust 2004-A, the Special Purpose Vehicle (SPV) created for securitization and issue of
Zero Coupon Bonds. IPDC Securitization Trust 2004-A has not been consolidated with these financial
statements. IPDC received Tk 311,393,435 against transfer of these receivables. The difference for Tk
2,761,706 is shown as Securitization Receivable to be adjusted against future receivable of Servicing Fee and
Residual Value estimated at a total amount of Tk 18,346,287. The amount will be received over a period of
more than 5 years.
IPDC will continue to service the loans and leases on behalf of SPV and it will receive servicing fee @ .25 %
per annum on outstanding face value of bonds, the amount of such fee is estimated at Tk 1,562,917. It
will also receive all the residual interest after full payments to bondholders, the amount of such residual
value is estimated at Tk 16,783,370 .
IPDC has also issued a limited guarantee to SPV for any shortfall in payment to bondholders for a maximum
amount of Tk 35,858,000 at any point of time. Based on past recovery trend of the securitized loans and
leases, management considers that there is little possibility that the guarantee would be converted into
actual liability. As a result, there is certainty beyond any reasonable doubt that the receivable from servicing
fee and residual value would more than offset the securitization receivable for Tk 2,761,706.
Out of total Tk. 311,393,445 issue price of bond, Tk. 136,606,317 has already been redeemed upto 31st
December 2005.
2.12 Gratuity scheme
The company operates an unfunded gratuity scheme for its permanent employees, provision for which is
made on the basis of latest applicable salary and period of employment with the company.
No actuarial valuation has been carried out for the company's gratuity liabilities as at the Balance Sheet date
to ensure application of principles laid down by Bangladesh Accounting Standard (BAS) no. 19: Employee
Benefits. As the members of the scheme have drawn out most of their entitlement in 2004, to acquire shares
in the company, the actuarially calculated liability would not be significantly different from the liability
already provided in the accounts.
2.13 Provision for liabilities

Provision for all material liabilities has been included in the financial statements.
2.14 Earnings per Share (EPS)
The Company calculates earnings per share (EPS) in accordance with Bangladesh Accounting Standard 33
which has been shown on the face of Income Statement and the computation of EPS is stated in note 20.
3. Share capital 2005 2004

Taka Taka
Authorised:
10,000,000 Ordinary shares of Tk 100 each 1,000,000,000 1,000,000,000
Issued, subscribed and paid up:

4,780,140 Ordinary shares of Tk 100 each 478,014,000 478,014,000
Paid up capital is made up of 1,180,140 shares paid up in cash and 3,600,000 shares through issuance of bonus
shares.
Paid up capital of the company is held as follows:
2005 2004
No. of shares Value (Taka) No. of shares Value (Taka)
Government of the People's Republic

of Bangladesh (The Govt.) - 28% 1,350,000 135,000,000 1,350,000 135,000,000
Aga Khan Fund for Economic

Development (AKFED) - 66% 3,149,994 314,999,400 3,149,994 314,999,400
Associates of IPDC - 6% 280,140 28,014,000 280,140 28,014,000
Others 6 600 6 600

4,780,140 478,014,000 4,780,140 478,014,000
3.1 Share premium
Share premium of Tk 28,014,000 is made up of 280,140 shares issued in 2004 for Tk 200 per share in which Tk
100 was premium per share.
4. Statutory reserve
This comprises the cumulative balance of resereve as required by section 9 of the Financial Institutions Act
1993 and regulation 6 and 4(d) of the Financial Institutions Regulations 1994.
2005 2004
Taka Taka
Balance at 1 January 44,949,704 44,949,704

Transferred during the year - -
Balance as at 31 December 44,949,704 44,949,704
2005 2004
5. Lines of credit Taka Taka
Balance as at 1 January 3,946,379,694 4,084,149,775
Add: Addition during the year:

Prime Bank credit line 250,000,000 -
International Development Agency 6,587,745 -
Standard Chartered Bank - 3 408,574,798 -
Mr. Habib 3,600,000 -
Ms. Aminah 1,500,000 -
CBSF credit line - 3 334,550,209 -
Ms. Lee FDR 600,000 -
Janata Bank FDR - 2 200,000,000 -
Uttara Bank Ltd. 150,000,000 -
Commercial Bank of Ceylon 200,000,000 -
Prime Bank credit line -2 100,000,000 -
Dhaka Bank - credit line 200,000,000 -
Uttara Bank Ltd. - 2 100,000,000 -
Social Investment- credit line 150,000,000 -
Eastern Bank Ltd. - 2 100,000,000 -
Arab Bangladesh Bank Ltd. 200,000,000 -
IFC - credit line 60,600,000 -
DEG - credit line 75,451,836 -
OPEC - credit line 28,227,299 -
DEG- credit line -2 19,777,757 -
Uttara Apparels Ltd. - FDR - 30,000,000
Uttara Automobiles Ltd. - FDR - 15,000,000
Trust Bank Ltd -3 - FDR - 200,000,000
Dutch Bangla Bank Limited-FDR - 140,000,000
BRAC Bank Limited-2-FDR - 200,000,000
Southeast Bank Limited - line of credit - 300,000,000
Others - 8,500,000
2,589,469,644 993,500,000
6,535,849,338 5,077,649,775
Less: Repayment during the year 2,640,013,090 1,131,270,081

Note 5.1 3,895,836,248 3,946,379,694
Less: Current portion 662,209,366 721,313,546

Balance as at 31 December 3,233,626,882 3,225,066,148
5.1 Credit line-wise total amount comprises:
2005 2004
Taka Taka
IDA line of credit 89,656,194 134,203,670

IFC line of credit 250,687,500 286,106,250
DEG line of credit 195,007,488 149,540,364
SEBL line of credit 52,292,000 300,000,000
CBSF line of credit 44,113,221 74,349,532
PBL line of credit 250,000,000 -
DBL line of credit 200,000,000 -
BRAC bond 80,000,000 80,000,000
OPEC line of credit 182,318,334 205,454,621
BRAC bond -2 100,000,000 100,000,000
CBSF credit line -2 64,528,088 84,548,783
CBSF credit line -3 319,178,017 -
SCB credit line -2 - 50,000,000
SCB credit line -3 349,999,999 195,510,000
UBL credit line 120,200,000 -
CBC credit line 150,000,000 -
PBL credit line-2 100,000,000 -
UBL credit line -2 90,100,000 -
SIBL-credit line 150,000,000 -
ABBL-credit line 200,000,000 -
Janata Bank FDR - 300,000,000
Janata Bank FDR -2 200,000,000 -
Eastern Bank FDR 100,000,000 100,000,000
Trust Bank FDR - 400,000,000
BRAC Bank FDR - 100,000,000
Jamuna Bank FDR 100,000,000 150,000,000
SCB credit line - 4 - 150,000,000
Mercantile Bank FDR - 200,000,000
DEG line of credit - 2 148,555,407 193,166,474
Uttara Apparels Limited-FDR 30,000,000 30,000,000
Uttara Automobiles Limited-FDR 15,000,000 15,000,000
Mr. Habib-FDR 7,600,000 -
Ms. Aminah - FDR 6,000,000 -
Ms. Lee - FDR 600,000 -
Trust Bank Limited-3-FDR 200,000,000 200,000,000
Eastern Bank FDR-2 100,000,000 -
Dutch Bangla bank Limited-FDR - 140,000,000
Others - 8,500,000
3,895,836,248 3,946,379,694
6. IDA line of credit - Deferred interest
This represents interest accrued during the grace period of 4 years on IDA line of credit repayable in equal
installments over the loan period as shown below:
2005 2004
Taka Taka
Balance as at 1 January 1,553,488 15,596,594

Add: Provision made during the year 17,305,593 13,197,721
18,859,081 28,794,315
Less: Repayment during the year 14,959,142 27,240,827
3,899,939 1,553,488
Less: Current portion 3,899,939 1,553,488
Balance as at 31 December - -
7. Deferred liabilities
Gratuity (Note 7.1) 2,512,288 1,815,234

Receipts against lease (Note 7.2) 70,811,778 68,520,392
73,324,066 70,335,626
7.1 Gratuity
This liability represents provision for staff gratuity upto 31 December 2005. Provision is made at the rate of
one month's basic salary for each completed year of service.

12,034,141 9,745,488
Less: Payment during the year 9,521,853 7,930,254
7.2 Receipts against lease
This liability represents receipts from lessees as lease deposit and security deposit:

Add: Receipts during the year 8,858,026 2,291,388
77,378,418 88,622,232
Less: Adjusted during the year 6,566,640 20,101,840
8. Provision for deferred tax assets/liabilities
Balance as at 1 January (34,807,097) 61,059,445

Less: Asset created during the year (114,814,655) (95,866,542)
(149,621,752) (34,807,097)
Add: Charge during the year - -
(149,621,752) (34,807,097)
9. Fixed assets
2005 2004
Furniture Equipment
Office Motor and and
premises vehicles fixtures appliances Total Total
Taka Taka Taka Taka Taka Taka
Cost:
Balance at 1 January - 11,287,753 2,388,931 7,162,140 20,838,824 18,332,491

Addition during the year 44,813,500 2,500,000 16,724,416 9,036,217 73,074,133 4,035,773
Disposal during the year - (2,095,453) (494,434) (576,400) (3,166,287) (1,529,440)
Balance at 31 December 44,813,500 11,692,300 18,618,913 15,621,957 90,746,670 20,838,824
Depreciation:
Balance at 1 January - 6,561,684 1,413,834 6,217,813 14,193,331 12,732,129

Charged for the year 746,892 1,722,855 1,048,746 463,382 3,981,875 2,322,391
Adjustment during the year - (711,918) (314,678) 547 (1,026,049) (861,189)
Balance at 31 December 746,892 7,572,621 2,147,902 6,681,742 17,149,157 14,193,331
Written down value:
At 31 December 2005 44,066,608 4,119,679 16,471,011 8,940,215 73,597,513 6,645,493

Revaluation adjustment 23,627,792 - - - 23,627,792 -
67,694,400 4,119,679 16,471,011 8,940,215 97,225,305 6,645,493
At 31 December 2004 - 4,726,069 1,128,127 1,918,656 7,772,852
9.1. Revaluation adjustment
The office premises with proportionate land comprising 11,661 Sft of office space on 4th floor of Hosna Center, 106 Gulshan Avenue, Dhaka-1212, alongwith
car parking for 15 cars, have been revalued by the management as of 31st December 2005 in line with prevailing market price as on that date.
Accordingly selling price of the premises with proportionate land is stated at Tk. 67,694,400 with a revaluation adjustment of Tk. 23,627,792.
10. Investments
Item-wise net book value of investments together with related provision for doubtful investments are as follows:
Notes 2005 2004

Book value Provision Net balance Book value Provision Net balance
Equity 10.1 1,282,314,949 120,549,056 1,161,765,893 1,179,126,308 83,536,582 1,095,589,726

Long term loan 10.2 2,768,256,710 127,578,938 2,640,677,772 2,158,021,587 148,435,122 2,009,586,465
Lease 10.3 1,201,947,107 119,753,987 1,082,193,120 1,028,988,668 27,710,107 1,001,278,561
Short term finance 10.4 1,792,048,244 139,602,006 1,652,446,238 2,082,912,836 37,328,613 2,045,584,223
Advances for lease 10.5 204,963,615 2,399,013 202,564,602 460,004,386 4,600,044 455,404,342
7,249,530,625 509,883,000 6,739,647,625 6,909,053,785 301,610,468 6,607,443,317
Less: Current portion (3,414,941,191) - (3,414,941,191) (3,411,601,080) - (3,411,601,080)
3,834,589,434 509,883,000 3,324,706,434 3,497,452,705 301,610,468 3,195,842,237
10.1 Equity (at cost)
Balance Addition Sold Balance
as at during during as at
1 Jan. 2005 the year the year 31 Dec. 2005
Taka Taka Taka Taka
Ordinary shares:
Listed companies 76,707,158 8,147,469 (23,311,708) 61,542,919
Unlisted companies 160,093,340 28,365,000 (40,865,000) 147,593,340
Preference shares:
Unlisted companies 942,325,810 249,550,000 (118,697,120) 1,073,178,690
1,179,126,308 286,062,469 (182,873,828) 1,282,314,949
Previous year 983,441,702 274,811,000 (79,126,394) 1,179,126,308
Market value of ordinary shares with listed companies as at 31 December 2005 was Tk 22,815,933. Necessary provisions for loss in value have been made.
See note 10.
10.2 Long term loan

Balance Addition/Conv. Repayment Balance Due within Net balance
as at during during as at next at
1 Jan. 2005 the year the year 31 Dec. 2005 12 months 31 Dec. 2005
Local currency loan 1,905,231,975 1,105,538,080 (464,289,418) 2,546,480,637 (679,299,446) 1,867,181,191

Foreign currency loan 197,039,612 28,630,276 (51,393,815) 174,276,073 (52,083,183) 122,192,890
Underwriting-cum-advances 55,750,000 - (8,250,000) 47,500,000 (22,800,000) 24,700,000
2,158,021,587 1,134,168,356 (523,933,233) 2,768,256,710 (754,182,629) 2,014,074,081
Previous year 2,100,582,706 854,836,562 (797,397,681) 2,158,021,587 (536,500,250) 1,621,521,337

10.3 Lease receivables
2005 2004
Taka Taka
Current Non-current Total Current Non-current Total
Receivable Receivable Receivable Receivable Receivable Receivable
Gross lease receivables 643,988,063 887,087,478 1,531,075,541 567,835,818 794,583,045 1,362,418,863
Unearned income (197,477,060) (131,651,374) (329,128,434) (193,723,553) (139,706,642) (333,430,195)
Net lease receivables 446,511,003 755,436,104 1,201,947,107 374,112,265 654,876,403 1,028,988,668
10.4 Short term finance
Balance as at 1 January 2,082,912,836 811,602,168

Add: Addition during the year 807,783,061 1,678,687,351
2,890,695,897 2,490,289,519
Less : Recovered during the year 1,098,647,653 407,376,683
Balance as at 31 December 1,792,048,244 2,082,912,836
10.5 Advances against lease

Add: Advances during the year 445,018,335 429,159,044
905,022,721 691,165,886
Less : Executed during the year 700,059,106 231,161,500
11. Current portion of investments

Notes 2005 2004
Taka Taka
Short term investments:
Short term finance 10 1,652,446,238 2,045,584,223
Advances against lease 10 202,564,602 455,404,342
1,855,010,840 2,500,988,565
Current portion of long term investments:
Local currency loan 10.2 679,299,446 413,853,010
Foreign currency loan 10.2 52,083,183 66,897,240
Underwriting -cum-advances 10.2 22,800,000 55,750,000
Quasi Equity 297,693,800 -
Equity Listed 61,542,919 -
Leases 10.3 446,511,003 374,112,265
1,559,930,351 910,612,515
3,414,941,191 3,411,601,080
12. Accounts receivable
Interest accrued on bank deposit 86,988,068 199,377,053

Receivables from projects 599,777,650 469,007,185
Securitisation receivable 2,761,704 2,761,704
Others 661,784 729,839
690,189,206 671,875,781
13. Advances, deposits and prepayments
2005 2004
Taka Taka
Advance payment of tax 107,227,461 87,966,145

Advance to Satata enterprise for new office - 45,043,490
Advance to Dhaka Stock Exchange (DSE) - 4,000,000
Advance to IPDC Trust-2004-A 6,846,424 1,892,461
Other advances 120,573,339 8,311,770
Deposits 426,794 406,794
Prepayments 4,470,267 6,617,283
239,544,285 154,237,943
14. Cash and bank balances
Foreign currency:
Current Account - 24,759,310
Fixed deposits - 1 month 1,722,221,451 1,493,065,927
1,722,221,451 1,517,825,237
Local currency:
Cash in hand 895 11,114
Current Account 15,608,180 5,719,455
Fixed deposits- 1 - 12 months 2,279,514,809 7,100,000,000
Special notice deposit 12,893,349 18,229,674
2,308,017,234 7,123,960,243
4,030,238,684 8,641,785,480
15. Accounts payable
Interest on line of credit 286,462,539 162,609,955

Special accounts 26,503,615 21,862,215
Securitisation Trust 2004-A 10,869,056 17,493,532
Interest on call loan 141,669 8,153,473
Staff provident fund 5,051,029 8,377,555
Interest on security deposit 10,323,053 4,588,820
Finance cost- current portion of interest on IDA line of credit 1,553,488
Other payables 6,783,210 5,550,529
346,134,172 230,189,567
16. Provision for tax - Current

142,903,719 123,728,659
Less: Adjustment due to final assessment of
tax payment (for income year 2002-2003) 40,874,324 -
Assessment upto assessment year 2004-2005 (income year 2003) has been finalised and settled.
2005 2004
Taka Taka
17. General and administration expenses
Pay and allowances 36,443,666 29,659,767

Staff housing 1,110,953 2,453,152
Medical 704,854 763,499
Staff training 785,681 718,117
Vehicles running cost 1,885,766 1,790,538
Finance charge - 411,569
Office rent 2,799,534 3,326,484
Office repair and maintenance 1,388,536 485,496
Monitoring, documentation, etc. 665,239 336,752
Sundry office expenses 1,239,139 1,017,177
Stationery, printing etc. 657,935 421,766
Subscription 131,232 155,408
Telephone, fax, postage, etc. 925,847 861,375
Publication and periodicals 25,076 37,656
Audit fees 150,000 130,625
Legal fees 1,251,877 515,554
Directors' fees and expenses 2,208,717 2,152,986
Other professional fees 1,834,108 299,475
Recruitment expenses 75,205 1,274,975
Insurance 246,599 269,268
Travel and hotel expenses 959,944 1,300,236
Publicity expenses 1,202,548 1,539,497
Entertainment 89,818 60,202
Depreciation - fixed assets 3,981,875 2,322,391
Lease assets (Lease Rental) 1,305,680 2,604,391
62,069,829 54,908,356
18. Finance cost
Interest on lines of credit 993,951,333 698,330,479

Interest on call loan, overdraft etc. 257,348,389 280,358,330
1,251,299,722 978,688,809
Less : Interest income on bank deposits 440,600,265 417,904,941
810,699,457 560,783,868
19. Provision for doubtful investments

Add: Provision during the year 208,272,533 30,000,000
509,883,000 301,610,467
20. Basic Earnings Per Share (EPS)
The following summary reflects the income and share data used in the basic earnings per share
computation for each of the reporting year:
(a) Net profit after taxation 134,126,082 225,304,048

(b) Weighted average number of shares for the year 4,780,140 4,570,035
(c) Basic EPS (a/b) 28.06 49.30
2005 2004
Taka Taka
21. Directors' fees and expenses
Directors' fees 54,000 76,000

Travel, hotel and other expenses 2,311,237 2,076,986
2,365,237 2,152,986
22. Transactions in foreign currency
22.1 Receipts
Bank interest 35,065,783 14,313,195

Loan interest 41,654,379 18,146,884
76,720,162 32,460,079
22.2 Payments
Loan interest 66,170,692 66,884,425

Credit lines 241,755,872 241,944,324
307,926,564 308,828,749
22.3 Dividend paid
1 foreign shareholder holding 3,149,994 shares 119,503,500 105,187,500
23. Auditors' remuneration
Audit service 150,000 130,625

Taxation service 150,000 120,000
Other services - 22,125
300,000 272,750
24. Capital expenditure commitment
The company has capital expenditure commitment Tk. 1,231,150 on account of computer purchase at
the balance sheet date.
25. Employee details
25.1 During the year under review there were 27 employees employed for the full year and 17 employees
less than full year at a remuneration of Taka 3,000 per month and above.
25.2 At the end of the year, there were 44 employees in the company.
26. Post balance sheet events
No material events occurred after the Balance Sheet date, which would significantly affect the financial
position of the company as at the balance sheet.
27. Contingent liabilities
The company has outstanding guarantee for Tk. 138,700,000 on the Balance Sheet date. The company
has another outstanding guarantee for Tk 35,858,000 on account of IPDC Securitisation Trust 2004-A.
28. Rounding off and rearrangement of figures
Figures have been rounded off to the nearest Taka and 2004 figures have been rearranged to conform
to current presentation.
TO WHOM IT MAY CONCERN
Based on Auditors’ Report and Financial Statements of Industrial Promotion and Development Company of
Bangladesh Limited for the year ended 31st December 2005, we provide the following clarifications to
Securities and Exchange Commission letter dated May 16, 2006:
(i) Disclosure in respect of revaluation of office premises as required under Para 64 of BAS-16.
(a) The basis for revaluation is as follows:
As per report of professionally qualified valuers-The Department of Civil Engineering of
Bangladesh University of Engineering and Technology (BUET), approximate cost of land and
building has been obtained from 3 (three) actual land owners and 13 (thirteen) developers
who are based around IPDC office premises in Gulshan Area.
(b) The effective date of revaluation is December 31, 2005.
(c) As per BUET report, the value of the office premises with proportionate land was Taka
74,909,850. IPDC took a conservative valuation of Taka 67,694,400 i.e. 90.37% of BUET for the
above.
(d) No indices were used to determine the replacement cost other than the basis mentioned in (a)
above.
(e) As per benchmark treatment referred to in paragraph 28 of BAS 16, the valuation of the flat
i.e. office premises and proportionate land as on December 31, 2005 was Taka 44,066,608.
(f) The revaluation surplus on the above was Taka 23,627,792. It is reported that IPDC has no
intension to distribute the revaluation reserve to the shareholders.
(ii) Compliance of BAS-21.

In compliance with BAS-21, IPDC in its accounts for the year ended December 31, 2005, has
translated its foreign currency transactions at the rates ruling on the transaction dates and the
difference between the rate ruling on the transaction date and the rate reported earlier has been
recognized as income or expenses as the case may be.
The foreign currency assets and liabilities have been also stated in the balance sheet as on December
31, 2005 using the closing exchange rate as of December 31, 2005 and the resulting difference in
exchange rate has been recognized as income on that date. A total amount of Taka 122,463,045 has
been recognized as exchange gain in 2005.
(iii) Related party disclosers as per BAS-24.

As per BAS -24 there has been no related party transactions in IPDC in the accounting year 2005.
(iv) Auditors Report regarding Lease Disclosure as per BAS 17

Based on our knowledge and examination on books of accounts of IPDC, we report that IPDC of
Bangladesh Limited has made disclosures in the accounts for the year ended December 31, 2005 in
accordance with Para 28 to 57 of the BAS 17.
(v) Reason for showing the cost of land as Tk.4, 48, 13,500.00 in the fixed asset schedule instead of
Tk.4, 38, 13,500.00 as per title deed of land.
On the request of IPDC, the developer did some additional work at premises of IPDC which was not
included in the Deed of Agreement. Accordingly, cost of that additional work and material for an
amount of Tk.1,000,000 was paid to the developer on the approval of IPDC.
(vi) EPS of 2004 of the company has been shown 'in auditors' report as Tk.49.30, on the other hand it
has been shown as Tk.47.13 in the financial ratios.
As per audited financial statement for the year ended 31 December, 2004, Earning Per Share (EPS) is
Taka 49.30 using the BAS 33 i.e. net profit after taxation of Tk. 225,304,048 divided by 4,570,035
weighted average shares numbers for that year. As per our certificates dated 23 April 2006, EPS is Tk.
47.13 using historical cost basis i.e. net profit after taxation of Tk. 225,304,048 divided by 478,014,000
of the year end shares.
Sd/-
03 June 2006 Chartered Accountants
78

Cash Flow Statement(Direct Method)
2005
Taka
Cash flows from operating activities:
Dividend on investment in shares 96,549,972
Profit on sale of shares 45,386,074
Interest on loans 309,102,298
Lease income 527,452,705
Interest on short term finance 277,593,884
Supervision fees 2,203,266
Appraisal and feasibility studies fees 1,060,000
Syndication fees 392,859
Commitment fees 566,316
Documentation fees 150,000
Other fees 1,321,073
Exchange gain 122,463,045
Other income 103,772
Net of finance cost (574,389,008)
General and Admin (57,337,729)
Changes in advances and deposits (68,192,042)
Changes in accounts payable (1,983,076)
Cash generated from operations 682,443,408
Payment of income tax (60,135,640)
Net cash flows from operating activities 622,307,768
Cash flows from investing activities
Acquisition of fixed assets (70,933,895)
Investments made (2,673,032,221)
Recovery of loan and short term finance 1,754,162,185
Divestment of equity 182,873,828
Receipts against lease 2,291,386
Net cash used in investing activities (804,638,717)
Cash flows from financing activities:
Receipts from issue of shares -
Receipts from share premium -
Receipts from lines of credit 2,589,469,644
Repayment of lines of credit (2,640,013,090)
Receipts from short term loan (206,246,040)
(Payments)/receipts from call loan and overdraft (4,040,972,511)
Payment of dividend (131,453,850)
Net cash flows from financing activities (4,429,215,847)
Net increase in cash and cash equivalents (4,611,546,796)
Cash and cash equivalents at the beginning of the year 8,641,785,480
Cash and cash equivalents at the end of the year 4,030,238,684
Cash and cash equivalents at the end of the year represents cash and bank balances.
79

Prospectus IPDC

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Prospectus IPDC

Uploaded by

Copyright:

Available Formats

“If you have any query about this document, you may consult issuer, issue manager and

ISSUE OF 1,390,000 ORDINARY SHARES AT TK. 200.00 EACH INCLUDING A PREMIUM

Opening date for subscription: 24/09/2006

Credit Rating by Credit Rating Information and Services Limited

Long Term Short Term

Issue date of the Prospectus: 12th July, 2006

Manager to the Issue

Amin Court, 4th Floor, 62-63, Motijheel C/A., Dhaka-1000.

INDUSTRIAL PROMOTION AND DEVELOPMENT COMPANY OF BANGLADESH LIMITED

Prospectus shall be available on the web site (www.secbd.org, www.dsebd.org,

Name & address of the Auditor

AAA : AAA Consultants & Financial Advisers

AKFED : Aga Khan Fund for Economic Development

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

DISCLOSURE IN RESPECT OF ISSUANCE

CONDITIONS UNDER 2CC OF THE SECURITIES

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

“Declaration about Listing of Shares with the Stock Exchange(s):

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

Sd/- Sd/- Sd/-

CONSENT OF DIRECTOR(S) TO SERVE AS DIRECTOR(S)

Sd/- Sd/- Sd/-

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

DECLARATION ABOUT FILING OF PROSPECTUS WITH

MATERIAL INFORMATION AFTER THE DATE OF AUDITED ACCONTS

Name of the Transferor Name of Transferee No. of share

DECLARATION BY THE ISSUER ABOUT THE APPROVAL

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

DECLARATION BY THE ISSUE MANAGER ABOUT THE APPROVAL

For Manager to the Issue

DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE

For Manager to the Issue

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

DUE DILIGENCE CERTIFICATE OF THE UNDERWRITERS

(c) this underwriting commitment is unequivocal and irrevocable.

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

RISK FACTORS AND MANAGEMENT’S PERCEPTION ABOUT THE RISK

Interest Rate Risk

Exchange Rate Risk

Market and technology related Risk

IPDC management always puts emphasis on development and implementation of appropriate

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

Change in Regulatory Policies

Change in Government Policy

Government is perusing a policy of liberalization of the financial sector. Efficiency of the

Changes in Economic & Political Condition

Portfolio management risk

Asset quality risk

Competition with Commercial Banks

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

Change in Fiscal Policy

Aga Khan Fund for Economic Development (AKFED)

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

The Role of IPDC in Financing

IPDC has been a partner in a number of milestone projects:

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

Sectoral Exposure of IPDC Investments

(2) Products/ Services Contributing More than 10% to Revenue:

Description Dec’ 2005 Percentage Dec’ 2004 Percentage

Other Business Indicators: (As per Audited Accounts in Tk.)