Issuer: Issue Manager:

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

PROSPECTUS
of

“Generation Next Fashions Limited”

Public offer of 30,000,000 ordinary shares of Tk. 10/- each at par totaling to Tk. 300,000,000.00

Opening date for subscription: September 16, 2012 Closing date for subscription: September 20, 2012
For Non-Resident Bangladeshi Quota, subscription opens on: September 16, 2012
For Non-Resident Bangladeshi Quota, subscription closes on: September 29, 2012
Manager to the Issue
BRAC EPL Investments Limited
WW Tower, Level 9
68, Motijheel C/A, Dhaka 1000
Tel: +88(02) 9514731-40
Fax: +88(02) 7116418
Website: www.bracepl.com

Underwriters
BMSL Investment Limited
Sadharon Bima Tower (7th Floor)
37/A Dilkusha C/A, Dhaka-1000
BANCO Finance and Investment Ltd. Royal Green Capital Market Limited
Baitul View Tower (11th floor) Diganto Tower (1st Floor)
56/1, Purana Paltan, Dhaka-1000 12/1, R. K. Mission Road, Dhaka-1203
BRAC EPL Investments Limited PLFS Investments Ltd.
WW Tower, Level-9 Paramount Heights, 65/2/1, Box Culvert Road ,
68 Motijheel C/A, Dhaka-1000 Purana Paltan, Dhaka 1000

Date of publication of Prospectus: __________________________

The issue shall be placed in “N” Category

Generation Next Fashions Limited

Building # 348, Road # 5
DOHS Baridhara, Dhaka-1206
Tel: +880-2-8413189, 8410190, 8414302
Fax: +880-2-8416491
Web: www.gnf-bd.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”

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Issuer: Issue Manager:

AVAILABILITY OF PROSPECTUS
Prospectus of Generation Next Fashions Limited may be obtained from following addresses:
Company Contact person Contact Number
General Manager
Generation Next Fashions Limited Tel: +880-2- 8413189,8410190,
(Admin, HR &
Building # 348,Road # 5 8414302
Compliance) & Company
DOHS Baridhara, Dhaka-1206 Fax: +880-2- 8416491
Secretary

Managers to the Issue: Contact person Contact Number

Zahedul Arefin
BRAC EPL Investments Limited Tel: 8829241, 53, 68, Ext.: 202
Director, Head of
WW Tower, Level 9 Fax: 8829445, 8829417
Corporate & Institutional
68, Motijheel C/A, Dhaka 1000 zahedul.arefin@bracepl.com
Banking

Underwriters: Contact person Contact Number

Banco Finance and Investment Limited Tel: 7124438, 7125703

Kazi Saifur Rahman
Baitul View Tower (11th floor) Fax: 7125634
Managing Director & CEO
56/1, Purana Paltan, Dhaka-1000 banco.bd@gmail.com

PLFS Investments Limited

Mustofa Kamal Tel: 7119654
Paramount Heights, 65/2/1, Box Culvert
Chief Executive Officer Fax: 7125396
Road, Purana Paltan, Dhaka 1000

BMSL Investment Limited

Md. Dalil-Ul Haque Tel: 7110408, 7175151
Sadharon Bima Tower (7th Floor)
Managing Director Fax: 9562780
37/A Dilkusha C/A, Dhaka-1000

Royal Green Capital Market Limited

Md. Golam Sarwar Bhuiyan Tel: 7169428, 9570624
Diganto Tower (1st Floor)
Managing Director Fax: 7123820
12/1, R. K. Mission Road, Dhaka-1203

BRAC EPL Investments Limited Zahedul Arefin Tel: 8829241, 53, 68, Ext.: 202
WW Tower, Level-9 Director, Head of Corporate Fax: 8829445, 8829417
68 Motijheel C/A, Dhaka-1000 & Institutional Banking zahedul.arefin@bracepl.com

Stock Exchanges: Available at Contact Number

Dhaka Stock Exchange Ltd.

DSE Library 7175705-9
9/F Motijheel C/A, Dhaka 1000

Chittagong Stock Exchange Ltd

031-714632-3
CSE Building, 1080, Sheikh Mujib Road, CSE Library
031-720871-3
Chittagong 4100
Prospectus would also be available on the web site of SEC (www.secbd.org), DSE (www. dsebd.org), CSE
(www.csebd.com), Generation Next Fashions Limited (www.gnf-bd.com) and Issue Manager (www.bracepl.com)
and Public Reference Room of the Securities and Exchange Commission (SEC) for reading and studying.

NAME AND ADDRESS OF THE AUDITORS

Ata Khan & Co

Chartered Accountants
67 Motijheel C/A, Dhaka 1000
Tel: 9560933, 9552833, 9560716

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Issuer: Issue Manager:

Fax: (8802) 9567351

TABLE OF CONTENTS

Particulars Page

Section 1: Disclosure in respect of issuance of securities in DEMAT form 9

Section 2: Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 9-13

Section 3: General information 14

Section 4: Declarations and due diligence certificates 15-18

Declaration about the responsibility of the director(s), including the CEO of the company
15
“Generation Next Fashions Limited” in respect of the prospectus
Consent of the director(s) to serve as director(s) 15
Declaration about filing of prospectus with the Registrar of Joint Stock Companies and Firms 16
Declaration by the issuer about the approval from Securities and Exchange Commission for any
16
material change
Declaration by the issue manager about the approval from Securities and Exchange
16
Commission for any material change
Due diligence certificate of the manger to the issue 17
Due diligence certificate of the underwriter(s) 18

Section 5: Risk factors and management’s perception about the risks 19-20

Section 6: Capital Structure 21

Section 7: Use of Proceeds 22

Section 8: Description of Business 23-26

Generation Next Fashions Limited– company profile 23
Principal products and services 24
Products/service that accounts for more than 10% of the company’s total revenue 24
Associates, subsidiary/related holding company and their core areas of business 25
Distribution of products/services 25
Competitive condition of business 25
Sources and availability of raw materials and principal suppliers 25
Sources of and requirement for power, gas and water or any other utilities 25
Customer providing 10% or more revenues 25
Description of contract with principal suppliers/customers 25
Description of any material patents, trademarks, licenses or royalty agreements 25
Number of employees 26
Production/service rendering capacity and current utilization 26

Section 9: Description of property 27-28

Location of principal plants and other property of the company and their condition 27-28

Section 10: Plan of operation and discussion of financial condition 29-33

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Issuer: Issue Manager:

Internal and external sources of cash (as per audited accounts) 29

Material commitment for capital expenditure 29
Causes for material changes 29
Seasonal aspect of the company’s business 30
Known trends, events or uncertainties 30
Change in the assets of the company used to pay off any liabilities 30
Loan taken from or given to holding/parent company or subsidiary company 30
Future contractual liabilities 30
Estimated Future capital expenditure 30
VAT, income tax, customs duty or other tax liability 30
Operating lease agreement during last five years 31
Financial lease commitment during last five years 31
Personnel related scheme 31
Breakdown of estimated expenses for IPO 31
Revaluation of company’s assets and summary thereof 31-33
Transaction between holding company and issuer 33
Declaration regarding suppression of material information 33

Section 11: Information about the directors and officers 34-36

Directors’ Particulars 34
Directors’ involvement in other organization 35
Family Relationship among Directors and Top Five Officers 35
Short bio-data of the directors 35-36
Credit Information Bureau (CIB) report 36
Officers Profile 36

Section 12: Involvement of directors and officers in certain legal proceedings 37

Section 13: Certain relationships and related transactions 38

Section 14: Executive compensation 39

Remuneration Paid To Top Five Salaried Officers During Last Accounting Year 39
Aggregate Amount of Remuneration Paid to the Directors and Officers during Last Accounting
39
Year
Remuneration paid to Director who was not an Officer of the Company during Last Accounting
39
Year
Future Compensation to Directors or Officers 39
Pay Increase Intention 39

Section 15: Options granted to directors, officers and employees 40

Section 16: Transaction with the directors and subscribers to the memorandum 40

Section 17: Tangible assets per share 41

Section 18: Ownership of the company’s securities 42-45

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Issuer: Issue Manager:

Section 19: Determination of Offering Price 46

Section 20: Market for the Securities being Offered 47

Section 21: Description of Securities Outstanding or being Offered 48-49

Dividend, voting, preemption rights 48
Conversion and liquidation rights 48
Right for Transfer 48
Dividend policy 48-49
Other rights of shareholders 49

Section 22: Lock in Provision 50-53

Section 23: Subscription and Refund 54

Refund of Subscription Money 54
Subscription by and Refund to Non-Resident Bangladeshi (NRB) 54

Section 24: Debt Securities 54

Section 25: Availability of Securities 55

Section 26: Issue Manager & Underwriter 56

Issue Manager 56
Underwriters 56

Section 27: Application for Subscription 57-58

Section 28: Bankers’ to the Issue 59-60

Section 29: Material Contract and Others 61

Material contract 61
Manager to the Issue 61
Commission to the bankers to the issue 61

Section 30: Corporate Directory 62

Section 31: Financial Statements as at and for the period ended 31st December, 2011 63-83
Auditor’s Report 63
Financial Statements 64-67
Notes to the Accounts 68-83

Additional Disclosures by Auditor 84-90

Auditors’ Certificate as per Section 135 (1) of the Companies Act, 1994 91-93

Ratio Analysis 94-95

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Issuer: Issue Manager:

Management Disclosure 96-97

Allotment Letter of Allotment for Shares

Section 32: Application forms 98-106

ACRONYMS

BAS Bangladesh Accounting Standard

BO Beneficiary Owner
CA Chartered Accountant
CCA Current Cost Accounting
CDBL Central Depository Bangladesh Limited
Certificate Share Certificate
CIB Credit Information Bureau
CSE Chittagong Stock Exchange Limited
Delminler Party Name for Dyeing Machine Purchase
DMS 11 HT Brand Name of Dyeing Machine
DSE Dhaka Stock Exchange Limited
FC Account Foreign Currency Account
Fleece Fabric Composition
French Fabric Composition
FY Financial Year
GNFL Generation Next Fashions Limited
GSM Grams per square meter
IIFT International Institute of Fashion Technology
Interlock Fabric Composition
IPO Initial Public Offering
Jersey Fabric Composition
KW Kilo Watt
Lectra CADCAM Automated Cutting and Marker Making Machine.
Lycra Fabric Composition
MFA Multi Fiber Agreement
MT Metric Ton
MW Mega Watt
NAV Net Asset Value of the Company
NBR National Board of Revenue
NRB Non-Residential Bangladeshi
Pique Fabric Composition
Pointelle Fabric Composition
Poly-rayon Fabric Composition
Rib Fabric Composition
ROA Return on Assets
ROE Return on Equity
R&D Research & Development

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Issuer: Issue Manager:

RJSC Registrar of Joint Stock Companies and Firms

RMG Readymade Garments
SEC Securities and Exchange Commission
Securities/shares Shares of Generation Next Fashions Limited
Semi-Jacquered Fabric Composition
SND Account Special Notice Deposit Account
Subscription Application money
Terry Fabric Composition
Thermal Fabric Composition
WDV Written Down Value
WPPF Workers’ Profit Participation Fund
VAT Value Added Tax
Viscose Fabric Composition
VSAT Video Satellite

Prospectus
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Issuer: Issue Manager:

SECTION 1: Disclosure in respect of issuance of security in DEMAT form

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.

SECTION 2: Conditions under section 2CC of the Securities and Exchange Ordinance, 1969
PART-A

1. The company shall go for Initial Public Offer (IPO) for 30,000,000 Ordinary Shares of Tk. 10.00 each at
par worth Tk. 30,00,00,000.00 (Tk. Thirty Crore) following the Securities and Exchange Commission
(Public Issue) Rules, 2006, the Depository Act, 1999 and regulations made there under.

2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer
in 4 (Four) national daily newspapers (two in Bangla and two in English), within 3 (Three) working days
of issuance of the consent 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 websites of the Commission,
stock exchanges, and the issue manager, within 3 (Three) working days from the date of issuance of this
letter and shall remain posted till the closure of the subscription list. The issuer shall submit to 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 email, 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 5 (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 manager within 2 (Two) working days from the date of said dispatch of
the prospectus and the forms.

6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition no. 2
above, shall be submitted to the Commission within 24 hours of the publication thereof.

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Issuer: Issue Manager:

7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering
and shall also open Foreign Currency (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 above-mentioned accounts for IPO purpose; and
close these accounts after refund of over-subscription money. 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 for traveling to Bangladesh.

8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 7 (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 (Seventy Five) days from the
closure of subscription, any allotment in terms of this prospectus shall be and the company shall refund the
subscription money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or
from the date of expiry of the said 75 (Seventy Five) days, as the case may be.

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the
company, in addition to the issuer company, shall be collectively and severally liable for refund of the
subscription money, with interest at the rate of 2% (Two Percent) 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 7 (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”. The NRB applicants shall send applications 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 9 (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 Ltd, 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-Bangladeshi(s), if applicable, for allotment of shares.

Prospectus
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Issuer: Issue Manager:

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 5
(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 bankers to the issue.

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) in electronic form in 2 (Two) CDs and
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. 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
5 (Five) 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. 20% of total public offering shall be reserved for ¶wZMÖ¯— ¶z`ª wewb‡qvMKvix, 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 60% shall be open for
subscription by the general public. In case of under-subscription under any of the 20% and 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 managers to the issue 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 500 shares worth Taka
5,000/- (Taka Five thousand only). 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. An applicant cannot submit more than two applications, one in his/her own name and the other
jointly with another person. In case an applicant makes more than two applications, all applications
will be treated as invalid and will not be considered for allotment purpose. In addition, 15%
(fifteen) of the application money will be forfeited by the Commission and the balance amount will
be refunded to the applicant.

20. The applicant shall provide with the same bank account number in the application form as it is in
the BO account of the application.

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

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Issuer: Issue Manager:

22. Lottery (if applicable) shall be held within 4 (Four) weeks from closure of the subscription date.

23. The company shall issue share allotment letters to all successful applicants within 5 (Five) weeks from
the date of the subscription closing. 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 direct deposit to the applicant’s bank account as far as possible/ 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 subject
to condition no. 20 above.

Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts,
who have chosen the option in the IPO application forms, as maintained with the bankers to the issue or
any other banks mentioned in the application.

A compliance report in this regard shall be submitted to the Commission within 7 (Seven) weeks from the
date of closure of subscription.

24. 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.

25. 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 underwriters to take
up the underwritten shares within 10 (Ten) days of the closing of subscription 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.

26. All issued shares of the issuer at the time of according this consent shall be subject to a lock-in period of
3 (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 shares in the company),
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 1 (One) year from the date of issuance of prospectus or
commercial operation, whichever comes later.

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

28. The company 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.

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Issuer: Issue Manager:

29. The Company shall not declare any benefit/dividend based on the financial statements for the year
ended on December 31, 2011 before listing of its capital with stock exchange(s).

PART–B

1. The issuer and the Issue Manager shall ensure that the abridged version of the prospectus and the full
prospectus is published correctly and in strict conformity with the conditions of this letter 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 the 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 Public Offering shall not be utilized prior to listing with stock exchanges 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 furnish report to the Commission and to the stock exchanges on utilization of Public
Offering proceeds within 15 (Fifteen) days of the closing of each month until such fund is fully utilized,
as mentioned in the schedule contained in the prospectus, 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.

6. All transactions, excluding petty cash expenses, shall be effected through the company’s bank account(s).

7. Proceeds of the Public Offering 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 shareholders
Meeting under intimation to SEC and stock exchanges.

8. Directors on the Company’s Board will be in accordance with applicable laws, rules and regulations.

9. The financial statements should be prepared in accordance with Bangladesh Accounting Standards (BAS)
and Bangladesh Financial Reporting Standards (BFRS) as required by the Securities and Exchange Rules,
1987.
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.

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Issuer: Issue Manager:

PART-D
1. As per provision of the Depository Act, 1999 & 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 (Including rights/bonus) will be made
in dematerialized form only.

An applicant (including NRB) shall not be able to apply for allotment of shares without Beneficial
Owners (BO) account.

1. 2. The company and the issue manager shall ensure due compliance of all the above conditions and the
Securities and Exchange Commission (Public Issue) Rules, 2006.

SECTION 3: General Information

• BRAC EPL Investments Limited, the Issue manager, has prepared this prospectus based on
the information provided by Generation Next Fashions Ltd. (the Company/the Issuer) and also
upon several discussions with the Managing Director and concerned executives of the issuer
company. The Directors, including Managing Director of Generation Next Fashions Ltd. and
BRAC EPL Investments Limited collectively and individually, having made all reasonable
inquires, confirm that to the best of their knowledge and belief, the information contained herein
is true and correct in all material aspects 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 Issuer Company or Issue Manager.

• 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 may be obtained from the Head Office of Generation Next Fashions
Limited, BRAC EPL Investments Limited (BRAC EPL), the Underwriters and the Stock
Exchanges where the securities will be listed.

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Issuer: Issue Manager:

SECTION 4: Declarations and Due Diligence Certificates

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING

THE CEO OF GENERATION NEXT FASHIONS LIMITED IN RESPECT OF THE
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/-

Mr. Tauhidul Islam Chaudhury Mr. Rajiv Sethi Mark Niranjan
Chairman Director Chowdhury
Director
(Nominated by New England
Equity Ltd.)
Sd/- Sd/-
Mohd. Akhter Mr. Javed Opgenhaffen1
Director Managing Director

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

We hereby confirm that we have been serving as Director(s) of Generation Next Fashions Limited
and continue to act as a Director of the Company.

Sd/- Sd/- Sd/-

Mr. Tauhidul Islam Chaudhury Mr. Rajiv Sethi Mark Niranjan
Chairman Director Chowdhury
Director
(Nominated by New England
Equity Ltd.)

Sd/- Sd/-
Mohd. Akhter Mr. Javed Opgenhaffen
Director Managing Director

1
Mr. Opgenhaffen is also a shareholder and director of the Company.
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Issuer: Issue Manager:

DECLARATION ABOUT THE FILING OF PROSPECTUS WITH

REGISTRAR OF JOINT STOCK COMPANIES AND FIRMS

A dated and signed copy of this prospectus has been filed for registration with the Registrar of Joint
Stock Companies and Firms (RJSC), Bangladesh as required under Section 138 (1) of the
Companies Act, 1994, on or before the date of publication of this prospectus in the newspaper.

DECLARATION BY THE ISSUER ABOUT THE APPROVAL

FROM THE SEC FOR ANY MATERIAL CHANGES

In case of any material changes in any agreement, contract, instrument, facts and figures, operational
circumstances and statements 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/-
Javed Opgenhaffen
Managing Director
Generation Next Fashions Limited Dated: October 26, 2011

DECLARATION BY THE ISSUE MANAGER ABOUT THE APPROVAL

FROM THE SEC FOR ANY MATERIAL CHANGES

In case of any material changes in any agreement, contract, instrument, facts and figures, operational
circumstances and statements 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/-
Khaled Y. Farazi
Managing Director & CEO
BRAC EPL Investments Limited Dated: October 26, 2011

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Issuer: Issue Manager:

DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE

Subject: Public Offer of 30,000,000 Ordinary Shares of BDT 10/- each at par, totaling to BDT
300,000,000/- of Generation Next Fashions 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 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 Managers to the Issue

Sd/-

Khaled Y. Farazi Date: July 23, 2012

Managing Director & CEO

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DUE DILIGENCE CERTIFICATE OF THE UNDERWRITER(S)

Subject: Public Offer of 30,000,000 Ordinary Shares of BDT 10/- each at par, totaling to BDT
300,000,000/- of Generation Next Fashions 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 for our underwriting decision;
and
2. On the basis of such examination; and the discussions with the 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 that
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 fifteen (15) days of calling up thereof by the issuer; and
(c) This underwriting commitment is unequivocal and irrevocable.

For Underwriter(s)

Sd/-

Managing Director & CEO

Banco Trans World (Bangladesh) Limited Date: July 24, 2012

PLFS Investments Limited

Royal Green Capital Market Limited

BMSL Investment Limited

BRAC EPL Investments Limited

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Issuer: Issue Manager:

SECTION 5: Risk Factors

1. Interest Rate Risk

Interest rate risk is the risk that company faces due to unfavorable movements in interest rates.
Changes in the government’s monetary policy along with increased demand for loans/investments
tend to increase the interest rates. Such rises in interest rates mostly affect companies having floating
rate loans or companies investing in debt securities.
Management Perception:
The management of the Company is always aware of the interest rates at which the debts of the
company are being financed. Management finances long-term funds using fixed interest rate debt
and finances short-term funds at reasonable competitive rates. The company has been repaying
borrowed funds on a continuous basis to reduce such interest risk.
2. Exchange Rate Risk
Exchange rate risk occurs due to changes in exchange rates. As the Company imports equipment
from abroad and also earns revenue in foreign currency, unfavorable volatility or currency
fluctuations may affect the profitability of the Company. If exchange rate is increased against local
currency, opportunity will be created for generating more profit.
Management Perception:
The exchange rate of US Dollar against BDT in the country has traditionally witnessed upward
trends, which makes ample opportunity for increasing revenue from exports. On the other hand,
appreciation of local currency against US Dollar will reduce the import cost of the Company.
Therefore, change in exchange rate in both ways offsets the risk of deflating profitability of GNFL.
3. Industry Risks
Industry risk refers to the risk of increased competition from foreign and domestic sources leading to
lower prices, revenues, profit margins, market share etc. which could have an adverse impact on the
business, financial condition and results of operation.
Management Perception:
The company continuously carries out research and development (R&D) to keep pace with the
customer choices and fashions. The industry has successfully coped with the post MFA (Multi-Fiber
Agreement) competitive situation. The force, which is helping the sector in its strong existence, is
emergence of the backward linkage industry. Backward linkage industries are supporting
manufacturers in minimizing lead-time and cost of production.
4. Market Risks
Market risk refers to the risk of adverse market conditions affecting the sales and profitability of the
company. Mostly, the risk arises from falling demand for the product or service which would harm
the performance of the company. On the other hand, strong marketing and brand management would
help the company increase their customer base.
Management Perception:
The company has set its focus only on the export market. The management is trying to sell through
direct contacts with the existing customers in selected regions by understanding their needs. The

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Issuer: Issue Manager:

company also has established a relationship with potential buyers across the world and expects to
find market for its capacity despite competition prevailing in the sector.
5. Technology Related Risks Potential
Technology always plays a vital role for each and every type of business. Better technology can
increase productivity and reduce costs of production. Firms are exposed to technology risks when
there are better technologies available in the market than the one used by the company which may
cause technological obsolescence and negative operational efficiency.
Management Perception:
The Company is aware of technological changes and has adopted new technology according to its
needs. Furthermore, routine and proper maintenance of equipments carried out by the company
ensures longer service life for the existing equipment and facilities.
6. Potential or Existing Government Regulations
The Company operates under the Company’s Act 1994 and other related regulations, Income Tax
Ordinance 1984, Income Tax Rules 1984, Customs Act, 1969, Value Added Tax (VAT) Act 1991
and Value Added Tax (VAT) Rules 1991. Any abrupt changes of the policies made by the
regulatory authorities may adversely affect the business of the Company.
Management Perception:
Unless any adverse policies are made, which may materially affect the industry as a whole; the
business of the company will not be affected. Government emphasizes on the growth of Textile
Industry to boost the export of textile products. Yet the promoters and the sponsors have to convince
the policy makers for adopting favorable terms and conditions, which will eventually help the textile
manufacturers of Bangladesh to compete with the low cost locations in the global arena.
7. Changes in Global or National Policies
The performance of the Company may be affected due to unavoidable circumstances both in
Bangladesh and worldwide, such as war, tourism, political unrest in the country or customer
countries. Changes in global or national policies may also adversely affect the economy in general.
Management Perception:
The Company has customers from various countries of the world to reduce the risk. The
management of the company is always concerned about the prevailing and upcoming changes in the
global and national policy and shall take any corrective actions as required in future.
8. History of Non-Operation, if any
The company does not have any history of non-operation.
9. Operational Risks
Non-availabilities of materials/equipment/services may affect the smooth operational activities of
the Company. On the other hand, the equipment may face operational and mechanical failures due to
natural disasters, terrorist attacks, unforeseen events, lack of supervision and negligence, leading to
severe accidents and losses.
Management Perception:
The compensation as well the benefit package will restrain the employees to leave their assignment
and go for any employee movement for higher benefit packages. The Company is equipped with
power backup and security systems, which reduce operational risk. Besides, the equipment is under
insurance coverage in order to get reasonable compensation for any damages.

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SECTION 6: Capital Structure

Capital Structure:
PARTICULARS Amount in Taka

Authorized Capital
200,000,000 Ordinary Shares of Tk. 10 each. 2,000,000,000

1. Issued, Subscribed & Fully Paid Up

81,885,000 Ordinary Shares of Tk. 10 each 818,850,000
5,280,000 Bonus Share of Tk. 10 each 52,800,000
Total 87,165,000 shares issued, subscribed & fully paid up before IPO 871,650,000
2. Initial Public Offering (IPO):
Issue of 30,000,000 Ordinary Shares of Tk. 10 each 300,000,000
Total Paid Up Capital after IPO (1+2) 1,171,650,000

SECTION 7: Use of Proceeds

Utilization Plan of Tk.30.00 Crore

Proceeds from initial public offering will be used for repayment of outstanding loan.

Sl Particulars Amount Implementation

Schedule
01 Partial repayment of Term Loan (Note: 27 300,000,000
and 31 of the audited accounts for the year Within one month after receiving
ended Dec 31, 2011); Southeast Bank Ltd, IPO Fund
Gulshan Br, Dhaka.
Total 300,000,000

* No contract was made with regard to IPO proceed utilization

Sd/- Sd/-
Javed Opgenhaffen Mark Niranjan Chowdhury
Managing Director General Manager, Finance

Date: July 18, 2012

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 Issuer: Issue Manager:

SECTION 8: Description of Business

Generation Next Fashions Limited: Company Profile

Generation Next Fashions Limited (GNFL) was incorporated in Bangladesh under the Companies
Act 1994 on August 19, 2004 with an authorized capital of BDT 500.0 million and paid up capital of
BDT 47.2 million to carry out business of spinning, weaving and manufacturing of various types of
ready-made garments of international standard and design.

At present the paid up capital of the company

is BDT 871.65 million and authorized capital
is BDT 2,000.0 million.

GNFL is a 100% export oriented textile and

apparel company operating in Bangladesh. It
started commercial operation in July 30, 2006.
The Company manufactures composite knit
garments and various types of ready-made
garments such as T- Polo Shirt, T-Shirt, Men
Polo Shirt Short Sleeve, Ladies Polo Shirt
Short Sleeve, Basic T-Shirt and Printed T-
Shirt, Women’s or Girls Trouser, Ladies Pant,
Ladies Jacket, Men’s 2PK Woven Short Trial, Basic T-Shirt and Static T-Shirt, Ladies Night Wear
Set, Military Jogger, Women Flannel Pyjama, Basic Drive+Fusion Tee, Ladies Tank Top etc., and
exports to the North American and European markets (Auditor’s Certificate in this regard is
included in the Additional Disclosure part of the prospectus). The company has the following major
production departments:

i. Knitting:
The Company has 17 state-of-the-art LKM
machines and 4-track knitting machines with
Full Lycra Feeders from Memminger,
Germany. The knitting machines consist of
18, 20, 24 and 28 gauges. The knitting plant
is capable of producing pique, jersey, rib,
interlock, thermal, pointelle, fleece, french
terry, semi-jacquered and other fabrics. The

knitting section also has fully computerized

collar and cuff making machines.

2. Dyeing:

The dye house consists of the machinery

with a capacity of processing and dyeing
5000 MT per year. The dyeing section is
made up of multi-rope weight fabric as well
as very sensitive fabrics such as viscose,

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Issuer: Issue Manager:

poly-rayon and various fabrics made from man-made fibers or blended fibers or blended fibers along
with lycra-based products which require soft handling during the dyeing process. The plant also has
the DMS 11 HT machine from Delminler capable of dyeing more base fabrics. The dye house is
extremely flexible and is able to process a variety of different fabrics from very light GSM to heavy
GSM.

3. Finishing and Garments:

The plant also has a versatile and flexible finishing range for tubular fabrics as well as open-width
fabrics. The machine range was carefully selected from Europe and USA. The access rise and
attachments related to the finishing range allow this
section of the plant to process a diverse selection of
fabrics from cotton, lycra, blended fabric, man-made
fibers etc to manufacture T- Polo Shirt, T-Shirt, Men
Polo Shirt Short Sleeve, Ladies Polo Shirt Short Sleeve,
Basic T-Shirt and Printed T-Shirt, Women’s or Girls
Trouser, Ladies Pant, Ladies Jacket, Men’s 2PK Woven
Short Trial, Basic T-Shirt and Static T-Shirt, Ladies
Night Wear Set, Military Jogger, Women Flannel
Pyjama, Basic Drive+Fusion Tee, Ladies Tank Top etc.
The dyeing and finishing plant has very experienced and innovative technical and mechanical
engineering teams from India. The garment factory is situated in a separate building within the
complex and is tailor-made to accommodate better line layout and a comfortable working
environment to facilitate more efficient production. Each sewing floor has approximately 27,000
square feet. The sewing floor consists of 650 machines. The garment factory has auto-spreaders and
lectra CADCAM systems in place to boost its sewing capabilities.

Products of the company

The core business of Generation Next Fashions Limited is to

carry out business in spinning, knitting, weaving,
manufacturing of textile and various types of ready-made
garments of international standard and design. The products
line includes jersey, pique, fleece, rib, interlock, pointelle,
French terry, semi-jacquered, etc which are knit garments
and T- Polo Shirt, T-Shirt, Men Polo Shirt Short Sleeve,
Ladies Polo Shirt Short Sleeve, Basic T-Shirt and Printed T-
Shirt, Women’s or Girls Trouser, Ladies Pant, Ladies
Jacket, Men’s 2PK Woven Short Trial, Basic T-Shirt and
Static T-Shirt, Ladies Night Wear Set, Military Jogger,
Women Flannel Pyjama, Basic Drive+Fusion Tee, Ladies
Tank Top etc. which are woven garments. The woven
garment products of GNFL are categorized in two broad categories which are ladies wear and men’s
wear. Among the entire product line, 70% are ladies wear, of which 50% are camis and rest are short
sleeve tops, 10% are men’s t-shirt and 20% are polo shirt.

a. Products/service that accounts for more than 10% of the company’s total revenue

No product of the company contributes more than 10% to the company’s total revenue.
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Issuer: Issue Manager:

b. Associates, subsidiary/related holding company and their Core areas of business

Generation Next Fashions Limited does not any subsidiary /related holding or associate company.
But it has investment in A.J. Corporation in which all of the directors are also directors of GNFL.
However, the company has already withdrawn the investment in A.J. Corporation Limited.
Auditor’s Certificate in this regard is included in the Additional Disclosure part of the prospectus.
c. Distribution of products/services

It delivers the product to the transport of the buyers. Work happens virtually round the clock in three
shifts. GNFL has a highly computerized environment. All plants and offices are linked via VSAT.
This includes the point of shipment – Chittagong; which is just 250 kilometers away from Dhaka.

d. Competitive Condition of Business

Faria Knit Composit Ltd, Sharmin Apparels Ltd, Jamuna Knit Composite Ltd, Chaity Knit
Composite Ltd., Fakir Apparels Ltd., Viyellatex Limited are the competitors of GNFL.

e. Sources and availability of raw materials and principal suppliers

Name of Suppliers Country Raw Materials

Sufia Cotton Mills Ltd Bangladesh Yarn
Asian Specialised Textile Bangladesh Yarn
Pakiza Cotton Mills Ltd Bangladesh Yarn
Al-Haz Karim Textile Mills Ltd Bangladesh Yarn
Tamijuddin Textile Mills Ltd Bangladesh Yarn
K.B Traders Bangladesh Chemical
Pioneer International Bangladesh Chemical
Nahar Spinning Mills Limited, India Yarn
Vardhaman Textile Limited India Yarn
Omit Spinning Mills Limited India Yarn

f. Sources of and requirement for power, gas and water or any other utilities

Power: Besides Palli Bidyut Samiti connection, GNFL owns 1.3 MW gas generator and a 700 KW
diesel generator to ensure constant power supply.
Water: It has deep tube well for water supply.
Gas: Source of gas supply is Titas Gas Transmission & Distribution Company Ltd.

g. Customer providing 10% or more revenues

The company has one customer - Primark Stores Limited, in Dublin, Ireland which purchases more
than 10% of the company’s product.

h. Description of contract with Principal Suppliers/Customers

The company does not have any contract with any of its suppliers/customers.

i. Description of any material patents, trademarks, licenses or royalty agreements

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Issuer: Issue Manager:

The company does not have any material patents, trademarks, licenses or royalty agreements.
j. No. of Employees as on December 31, 2011

Classes of Employees Permanent Daily Basis/Contract Total

Officers 2331 425 2756

k. Production Capacity
As per Audited Accounts for the year ended Dec 31, 2011

Particulars Capacity Actual Production Capacity Utilization

Garments 2,625,000 Dozens 1,910,064 Dozens 72.8%

Fabrics 5,000 MT* 3500 MT 70.0%
Dyeing 5000 MT 3500 MT 70.0%
∗ MT stands for Metric Ton

Item wise capacity and utilization of Garments: For the year ended Dec 31, 2011

Name Capacity Utilization

Basic 15,750,000 Pcs 11,460,384 Pcs

Value Added 15,750,000 Pcs 11,460,384 Pcs

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Issuer: Issue Manager:

SECTION 9: Description of Property

Location of principal plants and other property of the company and their condition

1. The company has its head office (rented) at Building # 348, Road # 5, DOHS, Baridhara,
Dhaka-1206. The factory is located at Dhonaid, Earpur, Savar, Dhaka. The factory is
situated in an area of 435.75 decimal lands which is owned by the company.
Daag No. Area
1. 2119, 2120, 2121 224.00 dcml
2. 2118 74.25 dcml
3. 2119, 2120, 2121 8.25 dcml
4. 2119, 2121 45.00 dcml
5. 2119, 2120, 2121 74.25 dcml
6. 2118 10.00 dcml
Total 435.75

The lands with deed date in 2010 were fully paid for by the company in 2005. The company
made a bainanama with Mr. Tauhidul Islam Chaudhury, Chairman of GNFL, to purchase
these lands (serial no. 1, 3 and 5) in 2006; however, the lands’ transfer deeds were
completed in October, 2010. The company took possession and used these lands since 2005,
therefore, it regarded the lands as its own assets and included in the accounts in 2006.

Auditors Response regarding

Inclusion of lands in the Company’s financial statements

In this regard, we certify that-

(a) Mr. Tauhidul Islam Chowdhury, the Company’s Chairman transferred the lands by
“bainanama with the Company” and “physical possession to the Company” in 2005; and the
Company accepted such lands as noted in the Company’s Board decision on 6 February
2005 and “registration of such lands” was completed in the Company’s name in October
2010; and

(b) The original cost of the lands were recorded in the Company’s financial statements for the
year ended 31 December 2006; the revaluation surplus on such lands were incorporated in
the financial statements for the year ended 31 December 2008; and the costs of registration
of such lands were accounted for in the financial statements for the year ended 31 December
2010.

Sd/- Date: January 8, 2012

Moqbul Ahmed FCA
Partner, Ata Khan & Co., Chartered Accountants

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Issuer: Issue Manager:

The fixed assets are situated in the factory of the company and the company does not have
any plant and machineries that are reconditioned or second-hand for production purposes.

Written down value

Particulars
as on 31.12.2011
Land & Land Development 222,985,500

Building 560,084,783

Plant & Machinery 621,763,354

Vehicles 13,626,839

Other Assets 14,429,634

Total 1,432,890,110

2. Company owns all the operating assets and they are situated at head office and at the factory
place. The head office is taken on lease by the company.

3. The property except the Head Office is owned by the company. There is hypothecation on
the fixed and floating assets of the company against the term loan with Southeast Bank
Limited, Gulshan Branch.

4. The date of expiration and name of lessor (s) for the Head Office are given in the
“Operating lease during last five years” part of this prospectus.

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Issuer: Issue Manager:

SECTION 10: Plan of Operation and Discussion of Financial Condition

a. Internal and external sources of cash

As per Audited Accounts (Amount in BDT)
For the year ended For the year ended For the year ended
Particulars
31.12.11 31.12.10 31.12.09
Share capital 871,650,000 350,000,000 47,200,000
Share Premium 250,000,000 - -
Proposed Bonus Share - - 52,800,000
Share Money Deposit - 212,950,000 200,000,000
Retained Earnings 344,903,991 162,491,926 80,290,691
Total 1,466,553,991 725,441,926 380,290,691
External Sources of Cash
Long Term Bank Loans 355,019,693 583,182,263 574,797,718
Short Term Loans 597,384,088 459,312,951 251,024,241
Total 952,403,781 1,042,495,214 825,821,959

b. Material commitment for capital expenditure

The company does not have any material commitment for capital expenditure except for the regular
expansion of the business.
c. Causes for material changes

For the year ended For the year ended For the year
Particulars
31.12.11 31.12.10 ended 31.12.09
Sales Revenue 1,393,627,887 1,289,543,519 1,014,538,165
Cost of Goods Sold 1,082,489,912 1,021,092,324 807,425,529
Gross Profit 311,137,975 268,451,195 207,112,636
Administrative & Selling Expenses 95,186,547 98,747,472 79,651,392
Operating Profit 215,951,428 169,703,723 127,461,244
Others Income 156,542,529 112,505,521 115,397,056
Financial Expenses 153,988,754 169,149,917 164,891,128
Net Profit Before Tax 218,505,203 113,059,327 77,967,172
Provision for Income Tax 36,093,138 19,269,786 8,491,050
Net Profit/ (Loss) After Tax 182,412,065 93,789,541 69,476,122

Reasons for changes in revenue, operating expenses and net profit:

Growth: 2011 2010 2009
Revenue 8.07% 27.11% 68.78%
Cost of goods sold 6.01% 26.46% 82.09%
Administrative & Selling Expenses -3.61% 23.97% 59.97%
Net Profit 94.49% 35.00% 36.02%

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Issuer: Issue Manager:

Revenue of the company gradually increases due to the rising demand for the ready-made garment
products in the international market especially in U.S.A. and European markets. Cost of goods sold
increases due to the increase in volume of goods purchased to meet the rising demand. In FY 2009,
cost of goods sold as a percentage of revenue increases as wage of garment labor increased. In 2010
and 2011, the rise in cost of goods sold is relatively lower than that of 2009 due to gaining more
economies of scale for bulk production which is also the reason for the decrease in administrative
expenses in 2011. Increase in administrative & selling expenses in 2009 and 2010 was caused by the
rise in staff remuneration. Growth in net profit occurred as revenue increased over the years due to
rising demand for the products. However the growth in net profit in 2011 was fueled by increase in
the export sales revenue and other income including interest income on investment in A.J.
Corporation, and decrease in administrative & selling and financial expenses.
d. Seasonal aspect of the Company’s business

There is no such seasonal aspect of the company’s business as it receives orders from the buyers
throughout the year.

e. Known trends, events or uncertainties

Political unrest, strike, natural/social disasters, economic recession are the known events that may
affect the Company’s ability to conduct businesses in full force and may affect its performance in
future.
f. Change in the assets of the Company used to pay off any liabilities

No asset of the Company has been used to pay off any liabilities.

g. Loan taken from or given to holding/parent company or subsidiary company

The company does not have any holding/parent or subsidiary company. Thus, there is no scope for it
to take any loan from any holding/parent or subsidiary company or to provide any loan to any such
companies.

a. Future contractual liabilities

The company neither has any future contractual liabilities nor has any plan to enter into any
contractual liabilities other than normal course of business within next one year that would impact
the financial fundamentals of the company.
b. Estimated Future capital expenditure

The company does not have any estimated future capital expenditure except for the regular
expansion of the business.
c. VAT, income tax, customs duty or other tax liability

VAT: VAT is not applicable for GNFL as it is a 100% export oriented company.
Customs duty: There is no outstanding customs duty from the company.
Tax:
Income year Assessment Year Amount of Tax Paid Status
2006 2007-2008 BDT 64,436 As per the Income Tax Certificate (আয়কর pত য়ন পt)
2007 2008-2009 BDT 4,295,643 issued by DCT of Circle 7, Tax Zone-3, Dhaka dated
2008 2009-2010 BDT 4,440,860 31/10/2011, the income tax of the company for the
assessment years up to 2010-2011 has been settled.
2009 2010-2011 BDT 6,102,051
Return Submitted on October 8, 2011. Assessment is
2010 2011-2012 BDT 5,277,466
not yet completed.
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Issuer: Issue Manager:

It is mentionable here that the company submitted tax returns 2006, 2007, 2008 and 2009 were submitted at a
time on 06/09/2010. In this regard, the auditor provided explanation that the management of the company has
updated all its regulatory affairs on its conversion from private company into public company in 2010. The
company management has undertaken that it will submit its income-tax returns within due date in future. The
company’s tax liabilities till 2009 have already been settled with DCT.

d. Operating Lease agreement during last five years

Particulars of Rented Premises Area (Sft) Monthly Rent (BDT)

Corporate Head Office

Building # 348, Road # 5, DOHS, Baridhara, Dhaka-1206 2,600 1,10,000.00
Dhaka-1205 (from 10-Feb-06 to 30-Apr-11; 1st May, 2011 to 30th April, 2015)

e. Financial Lease commitment during last five years

The company has not entered into any financial lease commitment in the last five years.
f. Personnel related scheme

The company’s remuneration packages include salary and allowances, festival bonus transport
facility, conveyance allowance, maternity incentive and group medical insurance.

g. Breakdown of Estimated expenses for IPO

I. Issue Management Fee is BDT 2,000,000.00

II. Underwriting Commission: 0.5% on 50% of public offer. The details of the floatation cost for the
IPO is given below:
Particulars Rate Amount (BDT)
Issue Management Fee Fixed 2,000,000
Underwriting Fee 0.50% on BDT 150.0 million 750,000
Bankers' to the Issue Fee 0.10% on the fund to be collected 300,000
Regulatory Fee:
SEC Application Fee Fixed 10,000
SEC Consent Fee 0.15% on the issue size 450,000
Stock Exchange Fees:
DSE Application Fee Fixed 5,000
0.25%on first BDT 100 million
Listing Fee DSE & CSE 3,714,950
0.15% on the rest amount
Annual Listing Fee_ DSE & CSE Above BDT 1000 million paid up capital 200,000
CDBL related expenses:
Total CDBL Fee 655,000
Post Issue Expenses:
Lottery Fee 1,255,800
Printing and Publication Costs Approximate 2,000,000
Lottery Arrangement, Data Entry, Refund Approximate 2,000,000
Others Approximate 500,000
Total 13,840,750

h. Revaluation of company’s assets and summary thereof

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 Issuer: Issue Manager:

Value of Value of Assets

Particulars of Name of the Qualification Date of Revaluation
Original Cost Assets prior after
the assets Valuer of the Valuer Revaluation Surplus
to revaluation revaluation
Lands & lands S.F. Ahmed Chartered
31-Dec-08 25,760,159 81,134,766 217,875,000 136,740,234
development & Co. Accountants
Buildings & other S.F. Ahmed Chartered
31-Dec-08 765,275,638 88,045,584 318,684,805 230,639,221
constructions & Co. Accountants
Plant & S.F. Ahmed Chartered
31-Dec-08 599,015,605 437,814,673 577,325,106 139,510,433
machinery & Co. Accountants
Total . 1,390,051,402 627,713,334 1,134,603,222 506,889,888

Revaluer’s certificate on revaluation surplus of Plant and Machinery.

Please refer to your letter dated February 10, 2012 requesting for above.
We certify, based on the information and explanation provided by you, that the surplus on
revaluation of Plant and Machinery of your Company as of 31 December 2008 arose mainly from (i)
increase in current cost of Plant and Machinery in foreign currencies as of December 31, 2008
compared to the acquisition cost thereof in foreign currencies prior to that date; and (ii) depreciation
of Bangladesh Taka against foreign currencies as at December 31, 2008 compared to exchange rate
of such currencies on the date of acquisition thereof prior to that date.
We believe accordingly that the increase in the value of Plant and Machinery of Generation Next
Fashions Limited as of 31 December 2008 after use thereof for two years, is justified.

Sd/-
S.F Ahmed & Co.
Chartered Accountants
Date: February 18, 2012

Work done by S.F. Ahmed & Co. as valuer:

Following is a list of the major works done previously by S.F. Ahmed & Co.:
1. Ananda Shipyard and Slipways Ltd.
2. RAK Pharmaceuticals Ltd.
3. Rakeen Development (Pvt.) Ltd.
4. LSI Industries Ltd.
5. International Leasing and Financial Services Ltd.
6. Novartis Bangladesh Ltd.
7. Bangladesh Services Ltd.
8. Jamuna Bridge Authority
9. Unique Hotel & Resorts Limited
Reason for Valuation: To reflect fair value of the property in terms of the prevailing market price
of the properties.

Summary of Valuation Report:

All the lands, buildings, plant, and machinery as of 31 December 2008 of Generation Next Fashions
Ltd. were physically verified in order to ascertain, amongst others, their existence, physical
condition, usage, and probable remaining useful lives. Other fixed assets (Furniture and Fixtures,

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Issuer: Issue Manager:

Office Equipment and Vehicles), being insignificant/immaterial- only 3% of the written down value
of the fixed assets on historical cost basis, were kept outside the scope of the physical verification
works. Based on the Current Cost Accounting (CCA) Method, the value of the fixed assets of
GNFL at 31 December 2008 comes to Taka 1,134,603,222 from the historical cost of Taka
627,713,334. Therefore, the revaluation surplus is Taka 506,889,888 of which Taka 136,740,234
comes from lands & lands development, Taka 230,639,221 comes from buildings & other
constructions, Taka 139,510,433 comes from plant & machinery. The value of lands and lands
development increases by one-sixty-nine percent (169%) while the value of buildings and other
constructions increases by two-sixty-two percent (262%) after revaluation. Plant and machinery
value also increases after revaluation and the increase is by thirty two percent (32%).

i. Transaction between subsidiary/Associate/holding company and issuer

The company does not have any subsidiary or associate or related holding company. Thus there is
no scope for any transaction between such parties.

Auditors’ Certificate regarding any allotment of shares to directors and subscribers to the
Memorandum of Association and Articles of Association for any consideration otherwise than
for cash

We certify, based on our examination of the financial statements of Generation Next Fashions
Limited for the year ended December 31, 2011 that the Company had allotted of shares for any
consideration otherwise than for cash to the following directors and subscribers to the Memorandum
of Association and Articles of Association:

Description No. of Shares Amount in Taka

Bonus Shares allotted to Mr. Tauhidul Islam Chaudhury 2,712,710 27,127,100
Bonus Shares allotted to Mrs. Saida Muna Tasneem 274,070 2,740,700
Bonus Shares allotted to Shaheen Akhter Chaudhury 27,970 279,700
Bonus Shares allotted to Mr. Wahid Salam 1,258,470 12,584,700
Bonus Shares allotted to Mr. Rajiv Sethi 742,780 7,427,800
Bonus Shares allotted to Mr. Javed Opgenhaffen 264,000 2,640,000
Total 5,280,000 52,800,000

Sd/-
Dated, Dhaka ATA KHAN & CO.
March 20, 2012 Chartered Accountants

j. Declaration regarding suppression of material information

DECLARATION FOR NON-SUPPRESSION OF ANY MATERIAL INFORMATION

This is to declare that to the best of our knowledge and belief no information, facts or circumstances
that are disclosable have been suppressed, which can change the terms and conditions under which
the offer has been made to the public.

Sd/-
Javed Opgenhaffen
Managing Director Dated: October 26, 2011

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 Issuer: Issue Manager:

SECTION 11: Board of Directors

a. Directors’ Particulars

Sl. Age Experience Nominated Period of

Name Position
No. (Years) (Years) by Nomination
Mr. Tauhidul Islam
1 Chairman 49 27 N/A N/A
Chaudhury

2 Mr. Rajiv Sethi Director 43 22 N/A N/A

Managing Director &
3 Mr. Javed Opgenhaffen 26 4 N/A N/A
Director
4 Mr. Mohd. Akhter Director 48 30 N/A N/A
Mr. Mark Niranjan New England
5 Director 41 10 *
Chowdhury Equity Ltd.
* Until further information

Sl. Date of First Expiration of

Name Position
No. Becoming Director Current Terms
Mr. Tauhidul Islam
1 Chairman 19/8/2004 8th AGM in 2012
Chaudhury
2 Mr. Rajiv Sethi Director 17/2/2007 8th AGM in 2012
3 Mr. Javed Opgenhaffen Managing Director & Director 15/1/2011 9th AGM in 2013
4 Mr. Mohd. Akhter Director 28/03/2012 10th AGM in 2014
Mr. Mark Niranjan
5 Chowdhury (nominated by Director 16/04/2012 10th AGM in 2014
New England Equity Ltd)

Legal opinion regarding whether New England Equity Limited can nominate and officer of
Generation Next Fashions Limited as a nominee director of Generation Next Fashions Limited:

To Whom It May Concern:

This is to certify that Mr. Mark Niranjan Chowdhury, an employee of Generation Next Fashions
Limited (GNFL), has been nominated as a director in the same company by New England Equity
Limited. In this regard, there is no law that prevents an employee in the company to be a nominee
director in the same company in which he/she serves as a nominated director.

Sd/- Date: June 10, 2012

Fakir Abdul Mannan
Advocate
Bangladesh Supreme Court
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Issuer: Issue Manager:

b. Directors’ Involvement in other companies

Name Involvement in other Companies Position

Price Point Apparel Ltd. Chairman

T.J & Company Limited Chairman

Mr. Tauhidul Islam Chaudhury
T.S Enterprise Limited Chairman

A. J. Corporation Ltd. Chairman

Mr. Rajiv Sethi A. J. Corporation Ltd. Managing Director

Mr. Mohd. Akhter Landscape Limited Chairman

New M. Chan Trading Proprietor

Mr. Javed Opgenhaffen A. J. Corporation Ltd. Director

Mark Niranjan Chowdhury
N/A N/A
(Director Nominated by New England Equity Ltd.)

c. Family Relationship among Directors and Top Five Officers

Mr. Javed Opgenhaffen – Managing Director of the company is the son of Mr. Tauhidul Islam
Chaudhury, Chairman, Generation Next Fashions Limited. There are no other family relationships
among the directors and top five officers of the company.

d. Short Bio-Data of the Directors

Mr. Tauhidul Islam Chaudhury, Chairman

Mr. Chaudhury has 27 years of extensive entrepreneurial and business development experience in
successfully steering export oriented Textiles and Clothing manufacturing Industrial and marketing
Ventures and Projects in Bangladesh and in the USA. He successfully pioneered one of the first
Bangladeshi Garment Import Houses in New York in since 90s and marketed clothing from
Bangladesh and Kenya to US retailers and wholesalers.

He has over 20 years of leadership experience in RMG buying and marketing business in
Bangladesh exporting the widest variety of woven and knitted RMG to the US and European
markets. He also has about 20 years of professional knowledge in human resource management,
social and ethical standards for global RMG sector.

Mr. Chaudhury has Professional Membership with Bangladesh Garment Manufacture’s Association
(BGMEA), Bangladesh Knitwear Exporter’s Association (BKMEA), Bangladesh Textiles Mills
Associations (BTMA) and Dhaka Chamber of Commerce and Industry (DCCI).

Mr. Rajiv Sethi, Director

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 Issuer: Issue Manager:

Mr. Sethi is an Indian national resident in Bangladesh. He has been associated with the Garment
Textile sector since 1989. He has a vast experience in the field of sales, merchandising,
manufacturing, sourcing of both woven and knit RMG products for exporting to United and
European markets for retailers from various countries as Kenya, Jordan, Pakistan, India, UAE,
Bangladesh and China, etc. After his graduation from Delhi University, Mr. Sethi has Diploma in
Fashion Designing from IIFT New Delhi.

Mohd. Akhter, Director

Mr Akhter is a well-known industrialist in Bangladesh. He has an experienced background in the
textile industry for over 30 years. His experience includes the management of textile enterprises
such as GMG Industrial Corporation, Palash Industrial Enterprise and Rahim Textile. He is also very
active in the real estate and trading sectors in Bangladesh.
Mr. Javed Opgenhaffen, Managing Director & Director
Mr. Javed Opgenhaffen graduated in management from Queen Mary, University of London and in
Employment relations from London School of Economics and Political Science. He joined
Generation Next Fashions Limited in 2008 as Chief Executive Officer. Later on he was appointed as
the Managing Director of the company. He is also a director of A.J. Corporation Limited. Prior to
joining GNFL, Mr. Opgenhaffen worked as a Management Trainee at Deutsche Bank GMBH,
London. He has dual citizenship in Bangladesh and Belgium.

Mark Niranjan Chowdhury, Director nominated by New England Equity Limited.

Mr. Mark Niranjan Chowdhury is a service holder in Generation Next Fashions Limited. He has an
experience in the Banking sector for over 14 years. He has worked with Muslim Commercial Bank
Limited, Dhaka Branch (a Pakistan based bank) and then he has served with Bank Asia Limited
about 10 years and during the last 4 years he was a Bank Manager. Presently he is working with
GNFL as a General Manager (Finance & Accounts).

e. CIB Report of the Directors

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.

f. Officers Profile

Age Date of Joining

Name Designation Qualification Last 5 Years’ Experience
(Years) With the company
He has been working at GNFL for
Mr. Javed Managing Director & last 4 years. Before joining here he
26 B. Sc (London) 01.1.2007
Opgenhaffen Director worked as a Management Trainee at
Deutsche Bank GMBH, London.
Prior to joining here he was in
Mr. Atiar Rahman Executive Director 50 B. A 01.04.2009
Denimach Ltd.
Mr. Mark Niranjan General Manager (Fin. & Prior to joining here he was in Bank
41 M. Com 14.12.2011
Chowdhury Acc.) Asia Ltd.
General Manager (Admin,
Prior to joining here he was in
M. A Hayee HR & Compliance) & 46 M.B.A 15.01.2009
Walmart Global Sourcing
Company Secretary
Prior to joining here he worked at
Mr. Abul Basar AGM-Quality Assurance 48 B.Sc 02.07.2011
Fariha Knit (Asrotex Group)

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 Issuer: Issue Manager:

Prior to joining here he was in Maral

Ashutosh Mathur AGM (Processing) 34 B. Sc, Engr. 27.03.2007
Overseas Ltd.
General Manger Prior to joining here he was in
Farhad Hossain 43 B.Com 05.11.2010
(Merchandizing) Dignity Group Ltd.
General Manager Prior to joining here he worked at
Md. Shahjahan 49 B. Com. 01.04.2009
(Production) Denimach Ltd.
M. Com Prior to joining here he worked at
Mr. Abdul Khaleque Sr. Merchandiser 43 01.03.2011
(Management) Metro Knitting & Dyeing Mills Ltd.
SECTION 12: Involvement of directors and officers in certain legal proceedings

No Director or officer of Generation Next Fashions Limited was involved in any of the following
types of legal proceedings in the last 10 (ten) years:

a. Any bankruptcy petition filed by or against any company of which any officer or director of the
Issuer Company filing the prospectus was a director, officer or partner at the time of the bankruptcy.

b. Any conviction of director, officer in a criminal proceeding or any criminal proceeding pending
against him.

c. Any order, judgment or decree of any court of competent jurisdiction against any director, officer
permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of
any director or officer in any type of business, securities or banking activities.

d. 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 director or
officer in any type of business, securities or banking activities.

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 Issuer: Issue Manager:

SECTION 13: Certain Relationships and Related Transactions

Name of the Party Relationship Nature of Transaction Transaction as on 31.12.2011 (Tk.)

A. J. Corporation Ltd. Common Directorship Investment by GNFL 254,725,000

Mentionable here that GNFL has already withdrawn the investment from A.J. Corporation Limited.
Auditor’s Certificate in this regard is included in the Additional Disclosure part of the prospectus.

The company has neither entered into during the last 2 (two) years nor have any plan to enter into
any transaction with the following parties except the above:

1. Any director or executive officer of the company;

2. Any director or officer;
3. Any person owning 5% or more of the outstanding shares of the issuer;
4. Any members of the immediate family (including spouse, parents, brothers, sisters, children
and in-laws) of any above persons;
5. 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.
6. Any loans either taken or given from or to any director or any person connected with the
director, and if any loan has been taken from any such person who did not have any stake in
the issuer, its holding company or its associate concerns prior to such loan.
7. Any director holding any position, apart from being a director in the issuer company, in any
company, society, trust, organization or proprietorship or partnership firm.
8. Directors’ position in other companies is included in Directors ownership in other
Companies part of the prospectus.
9. The Directors enjoyed interest or facilities whether pecuniary or non-pecuniary from the
company has been disclosed in the Executive Compensation part of the prospectus.

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Issuer: Issue Manager:

SECTION 14: Executive Compensation

a. Remuneration Paid To Top Five Salaried Officers During Last Accounting Year

Amount (Taka)
Particular Designation
paid in Jan – Dec, 2011
Mr. Atiar Rahman Executive Director 2,400,000

Mr. Tauhidul Islam Chaudhury Chairman* 1,200,000

Mr. Javed Opgenhaffen Managing Director & Director* 1,200,000

Mr. Rajiv Sethi Director* 1,200,000

Mr. Wahid Salam Director* 1,200,000

Shaheen Akhter Chaudhury Director* 1,200,000

Mr. Md. Shahjahan G. M (Production) 1,200,000

Mr. Anwar Hossain, ACA G. M (F & A) 1,200,000

General Manager (Admin, HR & 1,200,000
Mr. M A Hayee
Compliance) & Company Secretary
Mr. Ashutosh Mathur AGM (Processing) 967,500

Abdul Khaleq (01.03.2011) Sr. Manager Merchandising 650,000

Abdus Sobahan Molla (15.09.2011) Manager Merchandiser 192,500

Total 7,427,400

* The Board of Directors are paid remunerations as per audited accounts.

b. Aggregate Amount of Remuneration Paid to the Directors and Officers during Last
Accounting Year

Amount (Taka)
Particular
paid in Jan 2011 – Dec 2011
Directors’ remuneration (as per audited accounts) 6,000,000

Officers 45,599,921

Total 51,603,941

c. Remuneration paid to Director who was not an Officer of the Company during Last
Accounting Year: Nil.

d. Future Compensation to Directors or Officers: There is no contract with any director or

officer for future compensation.

e. Pay Increase Intention: Except for normal annual increment and allowances, GNFL has no
plan to increase the remuneration paid to directors and officers in the current year.

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Issuer: Issue Manager:

SECTION 15: Options granted to Directors, Officers and Employees

The Company did not grant any option to any Officer, Director and all other employees of the
Company or to any other person involved with the Company.

SECTION 16: Transaction with the Directors and Subscribers to the Memorandum

The Directors and subscribers to the Memorandum of the Company have not received any benefits
from the company other than remunerations paid to them as officers and dividends declared in
AGMs as disclosed in the executive remuneration part of the prospectus.
The company purchased land of 306.5 decimal from Mr. Tauhidul Islam Chaudhury- Chairman of
GNFL and Ms. Saida Muna Tasneem- subscriber to the Memorandum in 2010. GNFL paid BDT
16,634,000 to Mr. Tauhidul Islam Chaudhury and Ms. Saida Muna Chaudhury against the land. The
cost of the lands was Tk.16,634,000. Details of the transactions are as follows:
Transferor Decimals Value (Tk.) Transfer Dated Year of Payment
Tauhidul Islam Chaudhury and
224.00 12,156,000 24/10/10 2005
Saida Muna Tasneem
Tauhidul Islam Chaudhury 8.25 448,000 15/10/10 2005
Tauhidul Islam Chaudhury 74.25 4,030,000 24/10/10 2005

GNFL has made an investment in 2010 amounting BDT 22.15 crore in A.J. Corporation in which
Mr. Tauhidul Islam Chaudhury- Chairman, Mr. Rajiv Sethi- Director, and Mr. Javed Opgenhaffen-
Managing Director and Director of GNFL are also Directors. However, GNFL has already
withdrawn the investment from A.J. Corporation. Auditor’s Certificate in this regard is included in
the Additional Disclosure part of the prospectus.

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Issuer: Issue Manager:

SECTION 17: Tangible Assets per Share and Net Asset Value per Share
Auditors' Certificate on Net Tangible Assets Value per Share

"We have examined the calculation of Net Tangible Asset per share of the Company as of December
31, 2011 which has been prepared by the management of Generation Next Fashions Ltd. The
preparation of the aforesaid calculation of Net Tangible Asset per share is the responsibility of the
company's Management. Our responsibility is to review it and opinion as to whether it has been
properly prepared using acceptable principles and on the basis of Audited Financial Statements for
the year ended December 31, 2011."

Based on our review, we hereby certify that the Company has properly prepared the calculation of
Net Tangible Asset per share using acceptable principles and on the basis of Audited Financial
Statements for the year ended December 31, 2011, as below:

Particulars December 31, 2011

Non Current Assets & Investments 2,267,152,561

Current Assets 1,014,789,672
Total Assets 3,281,942,233
Current Liabilities 953,478,661
Non Current Liabilities 355,019,693
Total Liabilities 1,308,498,354
Net Assets 1,973,443,879
Number of Paid-up Shares (in Quantity) 87,165,000

Net Tangible Assets Value per unit of Share 22.64

Face Value per share 10.00

Sd/-
Dated, Dhaka; ATA KHAN & CO.
March 20, 2012 Chartered Accountants

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 Issuer: Issue Manager:

SECTION 18: Ownership of the Company Securities

SL. Name of No. of Amount % of

Status Address
No. Shareholders Shares (Tk.) Shareholding
Mr. Tauhidul Islam
1 Chairman H # 27/E, R # 10, Banani, Dhaka 6,014,549 60,145,490 6.90%
Chaudhury

Mr. Javed Managing Director &

2 H # 27/E, R # 10, Banani, Dhaka 9,310,091 93,100,910 10.68%
Opgenhaffen Director

House # 281, Sector 14 Gurgaon,

3 Mr. Rajiv Sethi Director 2,343,300 23,433,000 2.69%
Haryana, India

House # 01, Road # 140, Flat # C 2

4 Mr. Md. Akhter Director 11,812,290 118,122,900 13.55%
Gulshan-1, Dhaka-1212
Director
(nominated Mr. Mark BSEC Bhaban, Level 4, 102 Kazi
New England
5 Niranjan Chowdhury Nazrul Islam Avenue, Karwan Bazar, 13,000,000 130,000,000 14.91%
Equity Ltd.
as representative Dhaka 1215
director)
House # 02, road # 119, Gulshan,
6 Mr. Wahid Salam Shareholder 1,708,000 17,080,000 1.96%
Dhaka
Shaheen Akhter
7 Shareholder H # 27/E, R # 10, Banani, Dhaka 108,470 1,084,700 0.12%
Chaudhury
Spring Garden (B-3 3rd floor), H #
Mehmood Equities
8 Shareholder 13, R # 113/A, Gulshan-2, Dhaka- 2,350,000 23,500,000 2.70%
Ltd.
1212
Assign Holding Awal Certre, (14th Floor), 34, Kamal
9 Shareholder 150,000 1,500,000 0.17%
Ltd. Ataturk Avenue, Banani C/A, Dhaka.
Mrs. Mehtab
10 Shareholder H # 02, R # 119, Gulshan, Dhaka 100,000 1,000,000 0.11%
Hussain khan
H # 60/A, Flat # 5/A, R # 05, Banani
11 Mrs. Irin Pervin Shareholder 100,000 1,000,000 0.11%
DOHS, Dhaka.
Mr. Syed Golam
12 Shareholder 797, Ibrahimpur Dhaka Cant, Dhaka. 125,000 1,250,000 0.14%
Wadud
Sharp Securities Limited (8th Floor),
13 Mrs. Tanipa Wadud Shareholder 25,000 250,000 0.03%
North Tower, Sector # 07, Dhaka.
Mr. Waheedur Plot # 37A, Road # 43 C, Gulshan-2,
14 Shareholder 100,000 1,000,000 0.11%
Gorky Rahman Dhaka
Meghna Life Biman Bhaban (2nd Floor), 100
15 Shareholder 50,000 500,000 0.06%
Insurance Co. Ltd. Motijheel C/A, Dhaka.
Karnaphuli Biman Bhaban (2nd Floor), 100
16 Shareholder 50,000 500,000 0.06%
Insurance Co. Ltd. Motijheel C/A, Dhaka.
Mrs Farzana Amin Court, 62-63, Motijheel Dhaka-
17 Shareholder 50,000 500,000 0.06%
Ahmed 1000

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 Issuer: Issue Manager:

Olympic Industries Amin Court (6th Floor), 62-63

18 Shareholder 100,000 1,000,000 0.11%
Limited Motijheel Dhaka-1000
Captain M. House # 271, Road # Eastern Road,
19 Shareholder 1,150,000 11,500,000 1.32%
Moazzam Hossain DOHS Baridhara, Dhaka-1206
House # 271, Road # Eastern Road,
20 Mr. Yousuf Ismail Shareholder 1,200,000 12,000,000 1.38%
DOHS Baridhara, Dhaka-1206

21 Mr. Matiur Rahman Shareholder Rail Road, Jessore 1,400,000 14,000,000 1.61%

22 Mr. Tariq Ismail Shareholder 109, Kakrail Road, Dhaka. 100,000 1,000,000 0.11%
BRAC Bank 1, Gulshan Avenue, Gulshan-1
23 Shareholder 1,000,000 10,000,000 1.15%
Limited Dhaka-1212.
South Breeze Apartment, Apt # W3,
Mr. Syed Tawqir
24 Shareholder 8 South Gulshsan Avenue, Dhaka- 110,000 1,100,000 0.13%
Hussain
1212
Cosmopolitan
25 Shareholder 18, Karwan Bazar C/A, Dhaka-1215 700,000 7,000,000 0.80%
Traders (Pvt.) Ltd.
Gulshan Tower, Road # 53, Plot #
26 Mr. Saifur Rahman Shareholder 100,000 1,000,000 0.11%
31, Gulshan-2, Dhaka
Transcom Limited Gulshan Tower, Plot No.31, Road
27 Staff Provident Shareholder No.53, Gulshan North C/A, Gulshan - 200,000 2,000,000 0.23%
Fund 2, Dhaka
Marina Tea Apt # W-2,8 Gulshan Avenue (South)
28 Shareholder 100,000 1,000,000 0.11%
Company Limited Dhaka-1212
Monipur Tea Apt # W-2,8 Gulshan Avenue (South)
29 Shareholder 100,000 1,000,000 0.11%
Company Limited Dhaka-1212
Mr. Maiz Majibur House # 13, R # 109, Gulshan,
30 Shareholder 200,000 0.23%
Rahman Dhaka-1212. 2,000,000
Mr. Rajeeb Apt # A 2, House # 73 B, Road # 6,
31 Shareholder 100,000 1,000,000 0.11%
Bhattacharjee Old DOHS Banani Dhaka
BRAC EPL Stock WW Tower, level # 9, 68 Motijheel
32 Shareholder 1,000,000 10,000,000 1.15%
Brokerage Ltd. C/A, Dhaka-1000
Awal Centre (14th Floor), 34, Kamal
33 Mrs. Lafifa Yousuf Shareholder Attartuk Av. Banani, C/A, Dhaka- 250,000 2,500,000 0.29%
1213
Beximco Holdings House # 17, Dhanmondi R/A, Road #
34 Shareholder 13,000,000 130,000,000 14.91%
Limited 02, Dhaka-1205
Mr. Major Md. Appt # 2B, House # 73/C, Central
35 Shareholder 100,000 1,000,000 0.11%
Rabiul Alam Road, Dhanmondi, Dhaka-1205
Mr. Richard D. 14/28, Block # B, Babor Road,
36 Shareholder 473,880 4,738,800 0.54%
Rozario Mohammadpur, Dhaka-1207
Mr. Md. Wahid
37 Shareholder 69/1, Green Road Dhaka 1,026,120 10,261,200 1.18%
Miah
Mrs. Bilkis Fatima WW Tower, Level 8, 68 Motijheel
38 Shareholder 400,000 4,000,000 0.46%
Jesmin C/A, Dhaka-1000
House # 348, Road # 05, DOHS
39 Mr. R.Y Shamser Shareholder 500,000 5,000,000 0.57%
Baridhara, Dhaka-1206

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 Issuer: Issue Manager:

House # 42, Road # 03, Sector # 04,

40 Mr. Abdur Rahman Shareholder 500,000 5,000,000 0.57%
Uttara, Dhaka-1230
Paramount Heights (13th Floor)
Mercantile
41 Shareholder 65/2/1, Box Culvert Road, Purana 100,000 1,000,000 0.11%
Securities Limited
Paltan Dhaka-1000
Mercantile Securities Ltd., Paramount
Mercantile
Heights (13th Floor) 65/2/1, Box
42 Securities Investor's Shareholder 2,020,000 20,200,000 2.32%
Culvert Road, Purana Paltan Dhaka-
Portfolio A/C
1000
Ta-90, Middle Badda (4th Floor)
Mrs. Poly Rani
43 Shareholder Gulshan Link Road, Gulshan 1 300,000 3,000,000 0.34%
Shaha
Dhaka
Mr. Omar 62-63, Motijheel C/A Amin Court
44 Shareholder 75,000 750,000 0.09%
Mohammad Bhai (6th Floor) Dhaka
Mr. Raja House # NWE 11A, Road # 57,
45 Shareholder 100,000 1,000,000 0.11%
Mohammad Bhai Gulshan-2, Dhaka-1212
House # 11A, Road # 57, Gulshan-2,
46 Mrs. Sakina Miraly Shareholder 200,000 2,000,000 0.23%
Dhaka-1212
Mrs. Nurjehan House # 11A, Road # 57, Gulshan-2,
47 Shareholder 950,000 9,500,000 1.09%
Hudda Dhaka-1212
Mr. Mohammad 62-63, Motijheel C/A Amin Court
48 Shareholder 300,000 3,000,000 0.34%
Bhai (6th Floor) Dhaka
House # 21, Road # 31 (Old),
49 Mrs. Pankaj Roy Shareholder 100,000 1,000,000 0.11%
Dhanmondi R/A, Dhaka-1209
House # 11, Road # 67, Gulshan-2,
50 Mrs. Tanveer Ali Shareholder 0.13%
Dhaka-1212 110,000 1,100,000
House # 08, Kamal Attaturk Avenue,
51 Mrs. Abdus Sattar Shareholder 800,000 8,000,000 0.92%
Gulshan, Dhaka
Mrs. Ahad House # NWE 11 A, Road # 57
52 Shareholder 425,000 4,250,000 0.49%
Mohammad Bhai Gulshan-2, Dhaka-1212
House # 100/1, Naya Paltan (1st
53 Mr. Md. Alauddin Shareholder 50,000 500,000 0.06%
Floor), Dhaka-1000
Mr. Ganesh
54 Shareholder 109, Motijheel C/A, Dhaka-1000 50,000 500,000 0.06%
Chandra Pramanik
IFIC Securities BDBL Building (10th Floor), 8 Rajuk
55 Shareholder 2,000,000 20,000,000 2.29%
Limited Avenue, Dhaka-1000
Mr. Md. Khabir House # 8/A/5, Road # 14, New
56 Shareholder 500,000 5,000,000 0.57%
Uddin Dhanmondi, Dhaka-1209
House # 40, Flat # B-5, Block # F,
Mrs. Shamim Ara
57 Shareholder Metropolitan Housing Society, Babor 100,000 1,000,000 0.11%
Begum
Road, Mohammadpur Dhaka-1207
Flat # B-4, Keari Neer, 47/1, Ahmed
58 Mr. M.A Hayee Shareholder 86,000 860,000 0.10%
Nagar, Mirpur-1, Dhaka-1216
Mr. Mahabub 897, Shahid Bagh, Razar Bagh,
59 Shareholder 14,000 140,000 0.02%
Hasan Dhaka

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 Issuer: Issue Manager:

Mrs. Farzana House # 271, Eastern Road, DOHS

60 Shareholder 100,000 1,000,000 0.11%
Moazzam Baridhara, Dhaka-1206
Dr. Monowar Apartment # E 6, House # 24, Road #
61 Shareholder 200,000 2,000,000 0.23%
Hossain 5, Dhanmandi R/A, Dhaka-1205
Mr. Ehsan-E- House # 271, Eastern Road, DOHS
62 Shareholder 200,000 2,000,000 0.23%
Moazzam Baridhara, Dhaka-1206
Mr. Khursid Alam House # 04, Road # 31, Sector # 07,
63 Shareholder 50,000 500,000 0.06%
Mamun Uttara, Dhaka
BSEC Bhaban, Level 4, 102, Kazi
64 Equity Growth Ltd Shareholder Nazrul Islam Avenue, Kawran Bazar, 2,798,000 27,980,000 3.21%
Dhaka.
BSEC Bhaban, Level 4, 102, Kazi
Absolute Return
65 Shareholder Nazrul Islam Avenue, Kawran Bazar, 1,245,000 12,450,000 1.43%
Ltd
Dhaka.
Mr. S. Golam House # 62, Road # 5, DOHS Banani
66 Shareholder 1,225,000 12,250,000 1.41%
Moala , Dhaka-1206
House # 271, Eastern Road, DOHS
67 Agrovita Limited Shareholder 1,000,000 10,000,000 1.15%
Baridhara, Dhaka-1206
Mrs. Anjuman Ara House # 04, Road # Chatteshwary
68 Shareholder 600,000 6,000,000 0.69%
Siddiqui Chittagong-4000.
Mr. Mohammad
69 Shareholder 98, Bora Maghbazar, Dhaka 260,300 2,603,000 0.30%
Ahsan
87,165,000 871,650,000 100%

Shares held by Officer (s):

Name of Shareholders Address Status No. of Shares (%)

Mr. Tauhidul Islam

H # 27/E, R # 10, Banani, Dhaka Chairman 6,014,549 6.90%
Chaudhury
House # 281, Sector 14 Gurgaon, Haryana,
Mr. Rajiv Sethi Director 2,343,300 2.69%
India
House # 01, Road # 140, Flat # C 2
Mr. Md. Akhter Director 11,812,290 13.55%
Gulshan-1, Dhaka-1212
Managing Director &
Mr. Javed Opgenhaffen H # 27/E, R # 10, Banani, Dhaka 9,310,091 10.68%
Director
General Manager (Admin,
Flat # B-4, Keari Neer, 47/1, Ahmed Nagar,
Mr. M.A Hayee HR & Compliance) & 86,000 0.10%
Mirpur-1, Dhaka-1216
Company Secretary
Total 29,566,230 33.92%

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 Issuer: Issue Manager:

SECTION 19: Determination of Offering Price

The company will issue 30,000,000 shares of BDT 10.00 each at par through IPO under fixed price
method.

Sl No. BDT
Net Asset Value per share considering revaluation reserve 22.64
1.
Net Asset Value per share without considering revaluation reserve 16.83
2. Earning based value per share 20.90

a. Net Asset Value per share

Particulars Amount in BDT (31.12.2011)

Non-current Assets 2,267,152,562

Current Assets 1,014,789,671
A. Total Assets 3,281,942,233
Non-current Liabilities 355,019,693
Current Liabilities 953,478,661
B. Total Liabilities 1,308,498,354
C. Net Asset Value 1,973,443,879
D. Revaluation Surplus 506,889,888
E. No. of Share 87,165,000
NAV considering revaluation surplus (C/E) 22.64
NAV without considering revaluation surplus ((C-D)/E) 16.83

b. Earning based Value per share

2007 2008 2009 2010 2011 Aggregated

Net Profit (BDT) 23,789,141.00 51,077,277.00 69,476,122.00 93,789,540.79 182,412,064.71
No. of Shares (BDT) 4,720,000 4,720,000 4,720,000 35,000,000 87,165,000 136,325,000
Weight of No. of Shares 0.035 0.035 0.035 0.257 0.639 1.00
Weighted Net Profit 823,654.84 1,768,455.88 2,405,481.72 24,079,471.32 116,632,661.80 145,709,725.56
No. of Shares before IPO 87,165,000
EPS based on weighted average net profit (BDT) 1.67
DSE Market PE as on June 30, 2012 12.5x
Price based on Earning based Value per Share (BDT) 20.90

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Issuer: Issue Manager:

SECTION 20: Market for 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.

DECLARATION ABOUT THE 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
exchange(s), or from the date of expiry of the said 75 days, as the case may be.

In case of non-refund of the subscription money within the aforesaid fifteen days, the Company’s
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 Securities and Exchange
Commission within seven days of expiry of the aforesaid fifteen days time period allowed for refund
of the subscription money.

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Issuer: Issue Manager:

SECTION 21: Description of Securities Outstanding or Being Offered

a) Dividend, Voting and Preemption Right

In case of any declaration of cash/stock dividend by the Company or distribution of any property of
the Company, all the shareholders shall be entitled to it in proportion to their shareholdings on the
date of the book closure or record date for the purpose. The Company will follow a dividend policy,
which will allow it to provide a fair return on its shareholders’ investment and simultaneously allow
for building up of the retained earnings and reserves as a rule that would sustain growth of the
Company. The share capital of the Company is divided into Ordinary Shares, carrying equal rights
to vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and the
Articles of Association of the Company. All shareholders shall have the usual voting right in person
or by proxy in connection with, among others, election of Directors and Auditor(s) and other usual
agenda of General Meeting – Ordinary or Extra ordinary. On a show of hand, every shareholder
present in person and every duly authorized representative of a shareholder present at a General
Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have
one vote for every share held by him or her. In case of any additional issue of shares for raising
further capital the existing shareholders shall be entitled to Rights Issue of shares in terms of the
guidelines issued by the Securities and Exchange Commission from time to time.

b) Conversion and Liquidation Right

The Company in its General Meeting may convert paid-up shares to any denomination. No special
preferences or privileges shall be attached to this conversion. If the company at any time issues
Preference Shares or Debentures or Bonds with the consent of SEC, such holders of securities shall
be entitled to convert such securities into ordinary shares if it is so determined by the company. In
case of winding- up or liquidation of the Company, all shareholders have the same privileges and
advantages as ordinary shareholder as regards participation in profits and voting at meetings of the
Company.

c) Right for Transfer

In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and
other relevant rules in force, the shares of the Company are transferable. The Company shall not
charge any fee other than Government duties for registering transfer of shares. No shares shall be
transferred to an infant or a person of unsound mind.

d) Dividend Policy
I. The profits of the Company, subject to any special right relating thereto created or
authorized to be created by the Memorandum of Association and subject to the provision of
the Articles of Association, shall be divisible among the members in proportion to the
amount of capital paid -up on the shares held by them respectively.
II. No larger dividend shall be declared than is recommended by the directors, but the
Company in its General meeting may declare a smaller dividend. If preference share
dividend is not paid in one year, such unpaid dividend shall be carried forward to the next
year or years; and become cumulative.
III. The declaration of directors as to the amount of net profit of the company shall be
conclusive.
IV. No dividends shall be paid otherwise than out of the profits of the year or any other
undistributed profits and general reserves. Dividend shall not carry interest as against the
Company.
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Issuer: Issue Manager:

V. The Directors may from time to time pay off the members such interim dividend as appear
to the Directors to be justified by the profits of the Company.
VI. A transfer of shares shall not pass the right to any dividend declared thereon after such
transfer and before the registration of the transfer.
VII. There is no limitation on the payment of dividends to the common stockholders.

e) Other Rights of Shareholders

The shareholders shall have the right to receive all periodic reports and statements, audited as well
as unaudited, published by the company from time to time. The directors shall present the financial
statements as required under the law and international Accounting Standards and International
Financial Reporting Standards as adopted by the Institute of Chartered Accountants of Bangladesh.
Financial statements will be prepared in accordance with International Financial
Reporting/Accounting Standards, consistently applied throughout the subsequent periods and
present with the objective of providing maximum disclosure as per law and international Financial
Reporting/Accounting Standard to the shareholders regarding the Financial and operational position
of the company.
In case of any declaration of stock dividend through issue of Bonus Shares, all shareholders shall be
entitled to it in proportion to their shareholdings on the date of book closure or record date 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 Extra-Ordinary General Meeting (EGM) of the Company as provided
under Section 84 of the Companies Act, 1994.

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 Issuer: Issue Manager:

SECTION 22: Lock in Provision

All issued shares of the issuer at the time of according consent to public offering shall be subject to a
lock-in period of 3 (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 2 (Two) years of according consent,
shall be subject to a lock-in period of 1 (One) year from the date of issuance of prospectus or
commercial operation, whichever comes later.

Allotment Allotment within 2

Date of
SL. Name of before 2 yrs yrs (16.09.2010 and Total No.
Status % Issuance of Lock in Period
No. Shareholders of Issuance of later) of Issuance of Shares
Prospectus
Prospectus of Prospectus
Mr. Tauhidul 3 yrs from issue
1 Chairman 5,698,430 316,119 6,014,549 6.90%
Islam Chaudhury date of Prospectus
Managing
Mr. Javed 3 yrs from issue
2 Director & 6,110,091 9,310,091 10.68%
Opgenhaffen 3,200,000 date of Prospectus
Director
3 yrs from issue
3 Mr. Md. Akhter Director 4,767,000 7,045,290 11,812,290 13.55%
date of Prospectus
3 yrs from issue
4 Mr. Rajiv Sethi Director 943,300 1,400,000 2,343,300 2.69%
date of Prospectus
New England 3 yrs from issue
5 Director 3,000,000 10,000,000 13,000,000 14.91%
Equity Ltd. date of Prospectus
3 yrs from issue
6 Mr. Wahid Salam Shareholder 1,708,000 - 1,708,000 1.96%
date of Prospectus
3 yrs from issue
52,970 108,470 0.12%
Shaheen Akhter date of Prospectus
7 Shareholder
Chaudhury 1 yr from issue
55,500
date of Prospectus
3 yrs from issue
1,350,000 2,350,000 2.70%
Mehmood date of Prospectus
8 Shareholder
Equities Ltd. 1 yr from issue
1,000,000
date of Prospectus
Assign Holding 3 yrs from issue
9 Shareholder 150,000 - 150,000 0.17%
Ltd. date of Prospectus
Mrs. Mehtab 3 yrs from issue
10 Shareholder 100,000 - 100,000 0.11%
Hussain khan date of Prospectus
3 yrs from issue
11 Mrs. Irin Pervin Shareholder 100,000 - 100,000 0.11%
date of Prospectus
Mr. Syed Golam 3 yrs from issue
12 Shareholder 125,000 - 125,000 0.14%
Wadud date of Prospectus
Mrs. Tanipa 3 yrs from issue
13 Shareholder 25,000 - 25,000 0.03%
Wadud date of Prospectus
Mr. Waheedur 3 yrs from issue
14 Shareholder 100,000 - 100,000 0.11%
Gorky Rahman date of Prospectus

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 Issuer: Issue Manager:

Meghna Life
3 yrs from issue
15 Insurance Co. Shareholder 50,000 - 50,000 0.06%
date of Prospectus
Ltd.
Karnaphuli
3 yrs from issue
16 Insurance Co. Shareholder 50,000 - 50,000 0.06%
date of Prospectus
Ltd.
Mrs Farzana 1 yr from issue
17 Shareholder - 50,000 50,000 0.06%
Ahmed date of Prospectus
Olympic
1 yr from issue
18 Industries Shareholder - 100,000 100,000 0.11%
date of Prospectus
Limited
Captain M.
1 yr from issue
19 Moazzam Shareholder - 1,150,000 1,150,000 1.32%
date of Prospectus
Hossain
Mr. Yousuf 1 yr from issue
20 Shareholder - 1,200,000 1,200,000 1.38%
Ismail date of Prospectus
Mr. Matiur 1 yr from issue
21 - 1,400,000 1,400,000 1.61%
Rahman Shareholder date of Prospectus
1 yr from issue
22 Mr. Tariq Ismail Shareholder - 100,000 100,000 0.11%
date of Prospectus
BRAC Bank 1 yr from issue
23 - 1,000,000 1,000,000 1.15%
Limited Shareholder date of Prospectus
Mr. Syed Tawqir 1 yr from issue
24 Shareholder - 110,000 110,000 0.13%
Hussain date of Prospectus
Cosmopolitan
1 yr from issue
25 Traders (Pvt.) Shareholder - 700,000 700,000 0.80%
date of Prospectus
Ltd.
Mr. Saifur 1 yr from issue
26 Shareholder - 100,000 100,000 0.11%
Rahman date of Prospectus
Transcom
1 yr from issue
27 Limited Staff Shareholder - 200,000 200,000 0.23%
date of Prospectus
Provident Fund
Marina Tea
1 yr from issue
28 Company Shareholder - 100,000 100,000 0.11%
date of Prospectus
Limited
Monipur Tea
1 yr from issue
29 Company Shareholder - 100,000 100,000 0.11%
date of Prospectus
Limited
Mr. Maiz 1 yr from issue
30 Shareholder - 200,000 200,000 0.23%
Majibur Rahman date of Prospectus
Mr. Rajeeb 1 yr from issue
31 Shareholder - 100,000 100,000 0.11%
Bhattacharjee date of Prospectus
BRAC EPL
1 yr from issue
32 Stock Brokerage Shareholder - 1,000,000 1,000,000 1.15%
date of Prospectus
Ltd.
Mrs. Lafifa 1 yr from issue
33 Shareholder - 250,000 250,000 0.29%
Yousuf date of Prospectus
Beximco 3 yr from issue
34 Shareholder 3,000,000 10,000,000 13,000,000 14.91%
Holdings Limited date of Prospectus

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 Issuer: Issue Manager:

Mr. Major Md. 3 yrs from issue

35 Shareholder 100,000 - 100,000 0.11%
Rabiul Alam date of Prospectus
Mr. Richard D. 3 yrs from issue
36 Shareholder 473,880 - 473,880 0.54%
Rozario date of Prospectus
Mr. Md. Wahid - 3 yrs from issue
37 Shareholder 1,026,120 1,026,120 1.18%
Miah date of Prospectus
Mrs. Bilkis 3 yrs from issue
38 Shareholder 400,000 - 400,000 0.46%
Fatima Jesmin date of Prospectus
3 yrs from issue
39 Mr. R.Y Shamser Shareholder 500,000 - 500,000 0.57%
date of Prospectus
Mr. Abdur 1 yr from issue
40 Shareholder - 500,000 500,000 0.57%
Rahman date of Prospectus
Mercantile
1 yr from issue
41 Securities Shareholder - 100,000 100,000 0.11%
date of Prospectus
Limited
Mercantile
Securities 1 yr from issue
42 Shareholder - 2,020,000 2,020,000 2.32%
Investor's date of Prospectus
Portfolio A/C
Mrs. Poly Rani 1 yr from issue
43 Shareholder - 300,000 300,000 0.34%
Shaha date of Prospectus
Mr. Omar 1 yr from issue
44 Shareholder - 75,000 75,000 0.09%
Mohammad Bhai date of Prospectus
Mr. Raja 1 yr from issue
45 Shareholder - 100,000 100,000 0.11%
Mohammad Bhai date of Prospectus
Mrs. Sakina 1 yr from issue
46 Shareholder - 200,000 200,000 0.23%
Miraly date of Prospectus
3 yrs from issue
750,000 950,000 1.09%
Mrs. Nurjehan date of Prospectus
47 Shareholder
Hudda 1 yr from issue
200,000
date of Prospectus
Mr. Mohammad 1 yr from issue
48 Shareholder - 300,000 300,000 0.34%
Bhai date of Prospectus
1 yr from issue
49 Mrs. Pankaj Roy Shareholder - 100,000 100,000 0.11%
date of Prospectus
1 yr from issue
50 Mrs. Tanveer Ali Shareholder 0.13%
- 110,000 110,000 date of Prospectus
Mrs. Abdus 1 yr from issue
51 Shareholder - 800,000 800,000 0.92%
Sattar date of Prospectus
Mrs. Ahad 1 yr from issue
52 Shareholder - 425,000 425,000 0.49%
Mohammad Bhai date of Prospectus
Mr. Md. 1 yr from issue
53 Shareholder - 50,000 50,000 0.06%
Alauddin date of Prospectus
Mr. Ganesh
1 yr from issue
54 Chandra Shareholder - 50,000 50,000 0.06%
date of Prospectus
Pramanik

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 Issuer: Issue Manager:

IFIC Securities 1 yr from issue

55 Shareholder - 2,000,000 2,000,000 2.29%
Limited date of Prospectus
Mr. Md. Khabir 1 yr from issue
56 Shareholder - 500,000 500,000 0.57%
Uddin date of Prospectus
Mrs. Shamim Ara 1 yr from issue
57 Shareholder - 100,000 100,000 0.11%
Begum date of Prospectus
1 yr from issue
58 Mr. M.A Hayee Officer - 86,000 86,000 0.10%
date of Prospectus
Mr. Mahabub 1 yr from issue
59 Shareholder - 14,000 14,000 0.02%
Hasan date of Prospectus
Mrs. Farzana 1 yr from issue
60 Shareholder - 100,000 100,000 0.11%
Moazzam date of Prospectus
Dr. Monowar 1 yr from issue
61 Shareholder - 200,000 200,000 0.23%
Hossain date of Prospectus
Mr. Ehsan-E- 1 yr from issue
62 Shareholder - 200,000 200,000 0.23%
Moazzam date of Prospectus
Mr. Khursid 1 yr from issue
63 Shareholder - 50,000 50,000 0.06%
Alam Mamun date of Prospectus
Equity Growth 1 yr from issue
64 Shareholder - 2,798,000 2,798,000 3.21%
Ltd date of Prospectus
3 yrs from issue
245,000 1,245,000 1.43%
Absolute Return date of Prospectus
65 Shareholder
Ltd 1 yr from issue
1,000,000
date of Prospectus
Mr. S. Golam 3 yrs from issue
66 Shareholder 1,225,000 - 1,225,000 1.41%
Moala date of Prospectus
1 yr from issue
67 Agrovita Limited Shareholder - 1,000,000 1,000,000 1.15%
date of Prospectus
Mrs. Anjuman 3 yrs from issue
68 Shareholder 600,000 - 600,000 0.69%
Ara Siddiqui date of Prospectus
Mr. Mohammad 3 yrs from issue
69 Shareholder 260,300 - 260,300 0.30%
Ahsan date of Prospectus
Total: 30,000,000 57,165,000 87,165,000 100%

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Issuer: Issue Manager:

SECTION 23: Subscription and Refund

f) Refund of Subscription Money

As per SEC Notification Dated February 9, 2010, the issuer shall refund application money to the
unsuccessful applicant of the public offer by any of the following manner based on the option given
by the applicant in the application form:
• Through banking channel for onward deposit of the refund money into the
applicant’s bank account as provided in the respective application form for subscription;
or
• Through issuance of refund warrant in the name and address of the applicant as
provided in the respective application form for subscription;

“Provided that, in case of deposit into the applicant’s bank account, the applicant will bear the
applicable service charge, if any, of the applicant’s banker, and the issuer shall simultaneously issue
a letter of intimation to the applicant containing, among others, the date and amount remitted with
details of the bank through and to which bank such remittance has been effected.

g) Subscription by and Refund to Non-Resident Bangladeshi (NRB)

i) 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”.

ii) 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.
iii) Refund against oversubscription 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. If the applicants’ bank accounts as mentioned in
their IPO Application Forms are maintained with the Bankers to the Issue and other
banks as mentioned, refund amount of those applicants will be directly credited into
the respective bank accounts as mentioned in their IPO Application Forms

SECTION 24: Debt Securities

The Company did not issue any debt securities and has no plan to issue debt securities within six
months.

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Issuer: Issue Manager:

SECTION 25: Availability of Securities

Sl. No. Particulars Number of Shares Amount in BDT

20% of IPO of Ordinary Shares are reserved for
A 6,000,000 60,000,000
affected small investors (kিতgs kdু িবিনেয়াগকারী)
10% of IPO of Ordinary Shares are reserved for
B 3,000,000 30,000,000
Mutual Funds
10% of IPO of Ordinary Shares are reserved for Non-
C 3,000,000 30,000,000
Resident Bangladeshis (NRB)
Remaining 60% of IPO of Ordinary Shares are
D 18,000,000 180,000,000
reserved for General Public
Total 30,000,000 300,000,000

1. All securities as stated in clause A, B, C and D 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.

2. In case of over-subscription under any of the categories mentioned in the clause A, B, C and D,
the Issue Manger 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.

3. In case of under-subscription under any of the 20% and 10% category as mentioned in clause A,
B and C, the unsubscribed portion shall be added to the general public category, and, if after
such addition there is oversubscription in the general public category the issuer and the issue
manager shall jointly conduct an open lottery of all the applicants added together.

4. In case of under-subscription of the public offering, the unsubscribed portion of shares shall be
taken up by the underwriter(s).

5. The lottery as stated in clause 2 and 3 should be conducted in the presence of the representatives
of Issuer, Stock Exchange(s) and the applicants, if there be any.

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 Issuer: Issue Manager:

SECTION 26: Issue Manager & Underwriter

a) Issue Manager
BRAC EPL Investments Limited is acting as the Manager to the Issue for the IPO of Generation
Next Fashions Limited.

b) Underwriters
GNFL will issue 30,000,000 Ordinary Shares of BDT 10/- each to the Public at par for Initial Public
Offer (IPO). As per the Securities and Exchange Commission’s guideline, at least 50% of the total
issue i.e. 15,000,000 Ordinary Shares will be underwritten by the Underwriters. The issuer has
appointed the following underwriters for this purpose:

Underwritten amount
Sl No. Name of Underwriters No. of shares
(million Tk.)
1. BANCO Finance And Investment Limited 4,025,000 40,250,000
2. PLFS Investments Limited 1,750,000 17,500,000
3. Royal Green Capital Market Limited 1,050,000 10,500,000
4. BMSL Investment Limited 1,050,000 10,500,000
5. BRAC EPL Investments Limited 7,125,000 71,250,000
Total 15,000,000 150,000,000

i. If the shares offered to the public have been subscribed and paid for in cash in full by the closing
date of subscription, the Company shall within 10 (ten) days of the closure of subscription call
upon the Underwriter, in writing, with a copy of the said writing to the Securities and Exchange
Commission, to subscribe the shares not subscribed by the closing date and to pay for in cash in
full, inclusive of the premium amount, for such unsubscribed shares within 15 (fifteen) days
after being called upon to do so. The amount shall be credited to the share subscription account
of the Company within the said period.
ii. If payment is made by Cheque/Bank Draft by the Underwriter, it will be deemed that the
Underwriter has not fulfilled his obligation towards his underwriting commitment under this
Agreement, until such time as the Cheque/Bank Draft has been en-cashed and the Company’s
share subscription account credited.
iii. Within 7 (seven) days after expiry of the aforesaid 15 (fifteen) days, the Company shall send
proof of subscription and payment by the Underwriters, to the Commission.
iv. The Company shall pay to the Underwriter as underwriting commission at the rate of 0.5% of
the amount agreed to be underwritten by it.
v. In case of failure by the Company to call upon the underwrites for the aforementioned purpose
within the stipulated time, the Company and its directors shall individually and collectively be
held responsible for the consequence and/or penalties as determined by the Securities and
Exchange Commission under the law.

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 Issuer: Issue Manager:

vi. Right of Underwriters on Company’s Shares: Underwriters have not acquired any right to
have their representatives in the Board of Directors of the Company.

SECTION 27: Application for Subscription

1. Application for shares may be made for a minimum lot of 500 units of shares to the value of
BDT 5,000 (Taka Five thousand only) and should be made on the company’s Printed
Application Forms. Application Forms and Prospectus may be obtained from the Registered
Office of the Company, members of Dhaka Stock Exchange Limited, Chittagong Stock
Exchange Limited, or from the Bankers to the issue. In case, adequate Forms are not available,
applicants may use photocopied/ cyclostyled/ handwritten/typed copies of the Forms.
Applications must not be for less than 500 units of share. Any application not meeting this
criterion will not be considered for allotment purpose.

2. Joint application form for more than two (2) persons will not be accepted. In the case of joint
application, each party must sign the application form.

3. Application must be in full name of individuals, or limited companies, or trusts or societies, and
not in the name of minors or persons of unsound mind. Applications from of insurance, financial
and market intermediary companies must be accompanied by Memorandum and Articles of
Association of that company.

4. An applicant cannot submit 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, all the application will be treated as invalid and will not be considered for
allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by
the Commission and the balance amount will be refunded to the applicant.

5. The applicant shall provide with the same bank account number in the application form as
it is in the BO account of the application.

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

7. An IPO applicant shall ensure his/her BO account remains operational till the process of IPO
(including securities allotment or refund of IPO application) is completed. If any BO account
mentioned in the IPO application is found closed, the allotted security may be forfeited by SEC.

8. Bangladeshi Nationals (including non-resident Bangladeshi Nationals working abroad) and

foreign nationals shall be entitled to apply for the share.

9. Payment for subscription by investors other than Non-Resident Bangladeshi may be made to the
said branches/offices of the banks mentioned in the application forms in Cash/Cheque/Pay
Order/Bank Draft. The Cheque/ Pay Order/ Bank Draft shall be made payable to the bank to
which it is sent, be marked “Generation Next Fashions Limited”, shall bear the crossing “A/C
Payee Only” and must be drawn on a bank in the same town of the bank to which application
form is deposited.

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Issuer: Issue Manager:

10. All completed application forms together with remittances 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.

11. A Non-Resident Bangladeshi (NRB) shall apply against the Public Offer 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 Dollars, Great Britain Pounds or Euro Dollars at the spot buying (TT Clean)
rate of exchange prevailing the date of opening of subscription. Refund against over
subscription of shares shall be made in the currency, in which the value of shares, applied for,
was paid by the applicant. Shares application form against the quota for NRB shall be sent by
the applicant directly along with a bank draft or cheque to the company at its registered office.
Copies of application form and prospectus shall be available with the Bangladesh Embassy/High
Commission in USA, UK, Saudi Arabia, UAE, Qatar, Kuwait, Oman, Bahrain, Malaysia, and
South Korea and on the website of the SEC, Issuer Company, Issue Manager, DSE and CSE.

12. The IPO subscription money collected from investors (other than non-resident Bangladeshis) by
the Bankers to the Issue will be remitted to the “Generation Next Fashions Limited” SND
A/C No. 1501201918541001 of BRAC Bank Limited, Gulshan Branch, Bangladesh.

13. The subscription money collected from Non-Resident Bangladeshis in US Dollars, UK Pound
Sterling or Euro shall be deposited to the following three FC accounts opened by the Company
for IPO purpose:

Sl No. Name of the FC Accounts Currency Account No. Bank

1. Generation Next Fashions Limited US Dollar 1501201918541002 BRAC Bank Limited
2. Generation Next Fashions Limited Pound 1501201918541003 BRAC Bank Limited
3. Generation Next Fashions Limited Euro 1501201918541004 BRAC Bank Limited

14. In the case of over-subscription of securities to the NRB applicants, refund shall be made by
Generation Next Fashions Limited out of the “FC Accounts for IPO NRB Subscription”. The
company shall close these aforesaid FC Accounts after refund of over-subscription, if any.

APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS

AND THE INSTRUCTIONS PRINTED ON THE APPLICATION FORM ARE LIABLE
TO BE REJECTED.

Trading and settlement

Trading and settlement regulation of the stock exchanges shall apply in respect of trading and
settlement of the shares of the Company

The issue shall be placed in Category “N” with DSE and CSE

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 Issuer: Issue Manager:

SECTION 28: Bankers to the Issue

Investment Corporation of Bangladesh

Head Office, Dhaka Khulna Br. Khulna Chittagong Br., Chittagong Sylhet Br., Sylhet
Local Office, Dhaka Rajshahi Br.Rajshahi Barisal Br., Barisal Bogra Br., Bogra

Dhaka Bank Limited

Bhulta Br. Narayangonj CDA Avenue Br. Chittagong Cox's Bazar Br. Cox's Bazar Comilla Br. Comilla
Goran Business Center, Dhaka Khilgaon Br. Dhaka KDA Avenue Br. Khulna Mirpur Br. Dhaka
Savar Bazar Br. Dhaka Uposhahar Br. Uposhahar

Standard Chartered Bank

Motijheel (OPC) Br., Dhaka Mirpur (OPC) Br., Dhaka Nasirabad Br., Chittagong Agrabad Br., Chittagong
Khulna Br., Khulna Bogra Br., Bogra Sylhet Br. Sylhet

National Bank Limited

Bangshal Road Br., Dhaka Babubazar Br., Dhaka Banani Br., Dhaka Dhanmondi Br., Dhaka
Mirpur Br., Dhaka Elephant Road Br., Dhaka Foreign Ex. Br., Dhaka Gulshan Br., Dhaka
Imamganj Br., Dhaka Islampur Br., Dhaka Jatrabari Br., Dhaka Kawran Bazar Br., Dhaka
Lake Circus Br., Dhaka Malibagh Br., Dhaka Chawk Bazar Br., Chittagong Rokeya Sarani Br.,
Mohakhali Br., Dhaka Mohammadpur Br., Dhaka Motijheel Branch, Dhaka Naranyganj Br. Narayanganj
New Eskaton Br., Dhaka North Brook Hall Br., Dhaka Pragati Sarani Br., Dhaka Savar Bazar Br., Dhaka
Uttara Br., Dhaka Z H Skder M.C. Br., Dhaka Netaigonj Br., Dhaka Khatungonj Br., Chittagong
Sunamganj Branch,
Agrabad Br., Chittagong
Sunamganj

IFIC Bank
Federation Br. Dhaka Pallabi Br. Dhaka Agrabad Br. Chittagong Dinazpur Br. Dinazpur
Dhanmondi Br. Dhaka Lalmatia Br. Dhaka CDA Avenue Br. Chittagong Khulna Br. Khulna
Pragoti Sarani Br. Dhaka Banani Br. Dhaka Madam Bibir Hat Br. Chittagong Boro Bazar Br. Khulna
North Book Hall Road. Dhaka Uttara Br. Dhaka Sk. Mujib Road Br. Chittagong Jessore Br. Jessore
Elephant Road Br. Dhaka Malibagh Br. Dhaka Cox’s Bazar Br. Cox's Bazar Kushtia Br. Kushtia
Islampur Br. Dhaka Comilla Br. Comilla Narayanganj Br. Narayanganj Narsingdi Br. Narsingdi
Shantinagar Br. Dhaka Barisal Br. Barisal Brahmanbaria Br. Brahmanbaria Sylhet Br. Sylhet
Kawran Bazar Br. Dhaka Feni Br. Feni Choumuhani Br. Noakhali Moulvi Bazar Br. Sylhet
Nayapaltan Br. Dhaka Faridpur Br. Faridpur Mymensingh Br. Mymensingh Uposhohor Br. Sylhet
Stock Exchange, Dhaka Bogra Br. Bogra Rajshahi Br. Rajshahi Tultikar Br. Sylhet
Moakhali Br. Dhaka Pabna Br. Pabna Rangpur Br. Rangpur

One Bank Limited

Principal Br. Dhaka Kakrail Br. Dhaka Khatunganj Br. Chittagong Sylhet Br. Sylhet
Motijheel Br. Dhaka Jatrabari Br. Dhaka CDA Avenue Br. Chittagong Sherpur Br. Moulvi Bazar
Kawran Bazar Br. Dhaka Nawabgonj Br. Dhaka Nanupur Bazar Br. Chittagong Islampur Br. Sylhet
Gulshan Br. Dhaka Bangshal Br. Dhaka Jubilee Road Br. Chittagong Jessore Br. Jessore
Mirpur Br. Dhaka Banani Br. Dhaka Cox’s Bazar Br. Cox's Bazar Bogra Br. Bogra
Uttara Br. Dhaka Imamganj Br. Dhaka Chowmuhuni Br. Noakhali Sirajgonj Br. Sirajgonj
Dhanmondi Br. Dhaka Joypara Br. Dhaka Chandragonj Br. Lakshmipur Laksham Br. Comilla
Ganakbari (EPZ) Br. Dhaka Banasree Br. Dhaka Agrabad Br. Chittagong Ramganj Br. Laxmipur
Elephant Road Br. Dhaka Feni Br. Feni Dagon Bhuiyan Br. Feni Narayanganj Br.

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 Issuer: Issue Manager:

Progoti Sharani Br. Dhaka Raipur Br. Laxmipur Maijdee Court Br. Noakhali

BRAC Bank Limited

Asad Gate Br. Dhaka Manda Br. Dhaka Agrabad Br.Chittagong Jessore Br. Jessore
Banani Br. Dhaka Mirpur Br. Dhaka CDA Avenue Br. Chittagong Khulna Br. Khulna
Bashundhara Br. Dhaka Nawabpur Br. Dhaka Halisohor Br. Chittagong Barisal Br. Barisal
Donia Br. Dhaka Rampura Br. Dhaka Kazirdeuri Br. Chittagong Zindabazar Br. Sylhet
Eskaton Br. Dhaka Shyamoli Br. Dhaka Momin Road Br. Chittagong Potia Branch, Potia
Graphics Building Br. Dhaka Uttara Br. Dhaka Bogra Br. Bogra
Gulshan Br. Dhaka Narayanganj Br. Narayangonj Rajshahi Br. Rajshahi

Bank Asia Limited

Principal Office , Motijheel C.A., Dhaka Progoti Sarani Branch, Dhaka Agrabad Branch, Chittagong Shantinagar Branch, Dhaka
Corporate Branch, Dhaka Dilkusha Branch, Dhaka Sk. Mujib Road Branch, Chittagong Mohakhali Branch, Dhaka
Gulshan Branch, Dhaka Scotia Branch, Dhaka Station Road Branch, Chittagong Mirpur Branch, Dhaka
Uttara Branch, Dhaka Banani Branch, Dhaka Khatunganj Branch, Chittagong Sylhet Uposhahar Branch, Sylhet
North South Rd. Branch, Dhaka Mitford Branch, Dhaka Bahadderhat Branch, Chittagong Bogra Branch, Bogra
Bashundhara Branch, Dhaka Dhanmondi Branch, Dhaka CDA Avenue Branch, Chittagong Khulna Branch, Khulna
Moghbazar Branch, Dhaka Sylhet Main Branch, Sylhet Anderkilla Branch, Chittagong
Rajshahi Branch, Rajshahi Jessore Branch, Jessore Kamal Bazar Branch, Chittagong

The City Bank Limited

B B Avenue Br., Dhaka Pragati Sarani Br., Dhaka Narsingdi Br., Narsingdi Khulna Br., Khulna
Dhaka Chamber Br., Dhaka Tanbazar Br., Narayangonj Zinda Bazar Br., Sylhet Jessore Br., Jessore
Dhanmondi Br., Dhaka Zinzira Br., Dhaka Bandar Bazar Br., Sylhet Barisal Br., Barisal
Shaymoli Br. Dhaka Tongi Br., Dhaka Amborkhana Br., Sylhet Chawkbazar Br., Chittagong
Imamgonj Br., Dhaka Agrabad Br., Chittagong Moulvi Bazar Br., Sylhet Pahartoli Br., Chittagong
Johnson Road Br., Dhaka Jubilee Road Br., Chittagong Rajshahi Br., Rajshahi Comilla Br., Comilla
Kawran Bazar Br., Dhaka Khatungonj Br., Chittagong Bogra Br., Bogra Islampur Br., Dhaka
New Market Br., Dhaka Andarkilla Br., Chittagong Rangpur Br., Rangpur Nawabgonj Br., Dhaka
VIP Road Br., Dhaka Cox's Bazar Br., Chittagong Sirajgonj Br., Sirajgonj Nawabpur Br., Dhaka

Eastern Bank Limited

Principal Branch, Dilkusha, Dhaka Narayanganj Branch Bogra Branch, Bogra Moulvi Bazar Branch, Sylhet
Motijheel Branch, Dhaka Jessore Branch Khulna Branch, Khulna Khatunganj Branch, Chittagong
Mirpur Branch, Dhaka Choumuhoni Branch Rajshahi Branch, Rajshahi Shyamoli Branch, Dhaka
Bashundhara Branch, Dhaka Agrabad Branch, Chittagong Savar Branch, Savar, Dhaka

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Issuer: Issue Manager:

SECTION 29: Material Contracts & Others

Material Contract

1. Underwriting Agreements between the Company and the Underwriters.

2. Issue Management Agreement between the Company and BRAC EPL Investments Limited.
3. Contract between the company and the Central Depository Bangladesh Limited (CDBL).

The copies of the aforementioned contracts and documents and a copy of Memorandum of
Association and Articles of Association of the Company and the Consent Letter from SEC may be
inspected, on any working day, during office hours, at the Registered Office of the Company and the
Issue manager.

Manager to the Issue

BRAC EPL Investments Limited, WW Tower (Level 9), 68 Motijheel C/A, Dhaka 1000, is acting
as the Issue Manager. The Issue Management fee for the Issue Manager shall be BDT 2,000,000.00
for the total amount raised through issuance of primary capital by the Issuer through public issue.

Commission to the Bankers to the issue

Commission at the rate of 0.1% of the amount collected will be paid to the Bankers to the Issue for
the services to be rendered by them.

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Issuer: Issue Manager:

SECTION 30: Corporate Directory

Registered and Corporate Office Generation Next Fashions Limited

Building # 348, Road # 5
DOHS, Baridhara, Dhaka-1206
Tel: +88(02) 8413189, 8414302, 8419210
Fax: +88(02) 8416491

Auditor ATA KHAN & CO.

Chartered Accountants
67 Motijheel C/A
Dhaka 1000

Legal Advisor M. Sakhawat Hossain

Barrister at Law
Advocate, Supreme Court of Bangladesh
Tel: (8802) 9568536
Fax: (8802) 7162486

Manager to the Issue BRAC EPL Investments Limited

WW Tower, Level 9
68, Motijheel C/A, Dhaka 1000
Tel: +88(02) 9514731-40
Fax: +88(02) 7116418

Company’s Compliance Officer M.A. Hayee

General Manager (Admin, HR &
Compliance) & Company Secretary
Generation Next Fashions Limited

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Issuer: Issue Manager:

SECTION 31: Financial Statements as at and for the period ended 31st December 2011
AUDITORS’ REPORT
OF
GENERATION NEXT FASHIONS LIMITED

We have audited the accompanying Statement of Financial Position of GENERATION NEXT FASHIONS
LIMITED as of December 31, 2011 and the related Statement of Comprehensive Income, Statement of Cash
Flows and Statement of Changes in Equity together with related notes for the period then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.

Scope
We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). 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 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.

Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards
(BASs), give a true and fair view of the state of the Company’s affairs as of December 31, 2011 and of the
results of its operations and its cash flow for the period then ended and comply with the applicable sections of
the Companies Act, 1994, the Securities & Exchange Rules, 1987 and other applicable laws and regulations.

We also report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit and made due verification thereof,

b) In our opinion, proper books of account as required by the law have been kept by the company so far
as it appeared from our examination of those books and (where applicable) proper return adequate for
the purpose of our audit.

c) The Company’s Statement of Financial Position and Statement of Comprehensive Income dealt with
by the report are in agreement with the books of accounts, read in conjunction with the annexed notes
and related schedules attached thereto.

d) The expenditure incurred was for the Company’s business.

Place: Dhaka
Dated: March 20, 2012 ATA KHAN & CO.
Chartered Accountants.

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 Issuer: Issue Manager:

GENERATION NEXT FASHIONS LIMITED

Statement of Financial Position
As at December 31, 2011

Amount in Taka
Particulars Notes 31.12.2011 31.12.2010
A. NON-CURRENT ASSETS 2,267,152,562 1,717,956,510
Property, Plant & Equipment 15 1,432,890,110 1,289,999,471
Capital Works-in-Progress 16 579,537,452 427,957,039
Investments 17 254,725,000 -
3,281,942,233 1,973,443,879
B. CURRENT ASSETS 1,014,789,671 896,098,045
Inventories 18 520,641,340 362,034,597
Accounts Receivable 19 398,571,089 367,141,772
Loans, Advances, Deposits & Pre-Payments 20 81,423,358 89,938,221
Cash & Cash Equivalents 21 14,153,884 76,983,455
C. CURRENT LIABILITIES & PROVISIONS 953,478,661 798,540,477
Accounts & Other Payables 22 21,843,850 10,487,094
Accrued Expenses 23 77,786,796 41,403,343
Bank Overdraft 24 31,207,424 30,913,010
Short Term Bank Credits 25 566,176,664 428,399,941
Deferred L/C Liabilities 26 137,891,927 143,095,210
Current Maturity of Long Term Loans 27 118,572,000 144,241,879
D. NET CURRENT ASSETS (B-C) 61,311,010 97,557,568
E. NET ASSETS (A+D) 2,328,463,572 1,815,514,077
F. SHAREHOLDERS' EQUITY 1,973,443,879 1,019,381,814
Share Capital 28 871,650,000 350,000,000
Share Premium 250,000,000 -
Revaluation Surplus 29 506,889,888 506,889,888
Retained Earnings 344,903,991 162,491,926
G. SHARE MONEY DEPOSIT 30 - 212,950,000

H. LONG TERM LOAN 31 355,019,693 583,182,263

I. LIABILITIES & SHAREHOLDERS' EQUITY (F+G+H) 2,328,463,572 1,815,514,077

Net Assets Value Per Share (NAVPS) 22.64 11.69

Sd/- Sd/- Sd/-

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 Issuer: Issue Manager:

Chairman Managing Director Director

Signed in terms of our separate report of even date annexed.
Sd/-
Dated, Dhaka; ATA KHAN & CO.
March 20, 2012 Chartered Accountants

GENERATION NEXT FASHIONS LIMITED

Statement of Comprehensive Income
For the year ended December 31, 2011

Amount in Taka

Particulars Notes 31.12.2011 31.12.2010

Sales Revenue 32 1,393,627,887 1,289,543,519

Less: Cost of Goods Sold 33 1,082,489,912 1,022,524,074

Gross Profit 311,137,975 267,019,445

Less: Administrative & Selling Expenses 34 95,186,547 97,315,722

Operating Profit 215,951,428 169,703,723

Add: Other Income 35 156,542,529 112,505,521

372,493,957 282,209,244

Less: Financial Expenses 36 153,988,754 169,149,917

Net Profit Before Tax 218,505,203 113,059,327

Provision for Income Tax 37 36,093,138 19,269,786

Net Profit After Tax 182,412,065 93,789,541

Earnings Per Share (EPS) (Weighted Average) 38 2.23 1.15

Fully Diluted EPS 39 2.09 1.08

EPS From Recurring Income (Weighted Average) 40 1.80 1.15

EPS From Recurring Income (Fully Diluted) 41 1.69 1.08

EPS From Non-Recurring Income (Weighted Average) 42 0.43 -

EPS From Non-Recurring Income (Fully Diluted) 43 0.40 -

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

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 Issuer:

Sd/-
Chairman

Dated, Dhaka;
March 20, 2012

GENERATION NEXT FASHIONS LIMITED

Statement of Changes in Equity
For the year ended December 31, 2011
(Amount in Taka)
Proposed Bonus Revaluation
Particulars Share Capital Share Premium Retained Earnings Total
Sd/-

Share Surplus
For 2010
Managing Director

Balance at January 01, 2010 47,200,000 - 52,800,000 68,702,385 506,889,888 675,592,273

Net Profit for the year - - - 93,789,541 - 93,789,541
Issue of Share 302,800,000 - (52,800,000) - - 250,000,000
Balance at December 31, 2010 350,000,000 - - 162,491,926 506,889,888 1,019,381,814

For 2011
Balance at January 01, 2011 350,000,000 - - 162,491,926 506,889,888 1,019,381,814
Net Profit for the year - - - 182,412,065 - 182,412,065
Signed in terms of our separate report of even date annexed.

Issue of Share 521,650,000 - - - - 521,650,000

Share Premium - 250,000,000 - - - 250,000,000
Sd/-

Sd/-
Director

Balance at December 31, 2011 871,650,000 250,000,000 - 344,903,991 506,889,888 1,973,443,87 9

ATA KHAN & CO.
Issue Manager:

Chartered Accountants

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

Prospectus
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Sd/- Sd/- Sd/-
Chairman Managing Director Director

Sd/-
Dated, Dhaka; March 20, 2012 ATA KHAN & CO.
Chartered Accountants
Issuer: Issue Manager:

GENERATION NEXT FASHIONS LIMITED

Statement of Cash Flow
For the year ended December 31, 2011
Amount in Taka
Particulars 31.12.2011 31.12.2010
A. CASH FLOWS FROM OPERATING ACTIVITIES: 87,398,905 (92,264,637)

Cash Received from Customers 1,518,741,099 1,308,048,878

Cash Payment for Materials and Expenses (1,431,342,194) (1,400,313,515)

B. CASH FLOWS FROM INVESTING ACTIVITIES: (593,167,163) (348,248,005)

Acquisition of Fixed Assets (186,861,750) (134,857,198)

Expenditures for Capital Work-in-Progress (151,580,412) (213,390,807)

Investments (254,725,000) -

CASH FLOWS FROM FINANCING ACTIVITIES: 442,938,688 508,315,532

C.
Bank Overdraft Received/(Repaid) 294,414 (362,896)

Issue of Share Capital at par/Premium 771,650,000 250,000,000

Short Term Bank Credit Received 137,776,723 208,651,606

Long Term Loan (Repaid)/Received (253,832,449) 37,076,823

Share Money Deposit (Adjusted)/ Received (212,950,000) 12,950,000

Net Increase/(Decrease) in cash & cash equivalents (A+B+C) (62,829,570) 67,802,890

D.
E. Cash & Cash equivalents at the beginning of the period 76,983,455 9,180,565

F. Cash & Cash equivalents at the end of the period (D+E) 14,153,885 76,983,455

Operating Cash Flow Per Share 1.00 (1.06)

Sd/- Sd/- Sd/-

Chairman Managing Director Director
Signed in terms of our separate report of even date annexed.
Sd/-
Dated, Dhaka; ATA KHAN & CO.
March 20, 2012 Chartered Accountants

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 Issuer: Issue Manager:

GENERATION NEXT FASHIONS LIMITED

Accounting Policies and Explanatory Notes
For the year ended December 31, 2011

1. Corporate Business

Generation Next Fashions Limited was incorporated in Bangladesh under the Companies Act, 1994 vide
Certificate of Incorporation No-C-53966(661)/2004 dated August 19, 2004, to carry out business of spinning,
weaving, manufacturing of textile, various types of ready-made garments of international standard and
design. The Company was converted from private company to public company on September 19, 2010.

2. Corporate Financial Statements and Reporting

This comprises Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes
in Equity, Statement of Cash Flow, notes and explanatory materials covering accounting policies.

This is prepared under the historical cost convention and in accordance with the requirements of the
Companies Act, 1994 and the International Accounting Standards (IASs)/ International Financial Reporting
Standards (IFRSs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as well as those
standards, disclosures recommended by IASs / IFRSs and as applicable to this Company.

The Board of Directors is responsible for preparing and presenting the financial statements including
adequate disclosures, who approved and authorized for issue of this financial statements.

The preparation of the financial statements in conformity with the International Accounting Standards (IASs)
requires Board of Directors to make estimates and assumptions that affect the reported amounts of revenues
and expenses, assets and liabilities at the date of the reporting period. Due to the inherent uncertainty
involved in making estimates, actual result reported could differ from those estimates.

3. Fundamental Accounting Concepts/ Assumption

The financial statements have been prepared based on Going concern, Consistency and Accrual concepts and
such other convention as required by IAS-1 for fair presentation of financial statements.
4. Going Concern
The Company has adequate resources to continue its operation for the foreseeable future. For this reason, the
directors continue to adopt going concern basis in preparing the accounts. The current credit facilities and
resources of the Company provides sufficient fund to meet the present requirements of its existing business.

5. Corporate Accounting Standards Practiced

The following IAS is applicable to the financial statements for the year under review:

IAS 1 Presentation of Financial Statements

IAS 2 Inventories
IAS 7 Cash Flow Statement

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 Issuer: Issue Manager:

IAS 10 Events after the Balance Sheet Date

IAS 12 Income Taxes
IAS 16 Property, Plant And Equipment
IAS 18 Revenue
IAS 19 Employee Benefits
IAS 23 Borrowing Costs
IAS 24 Related Party Disclosures
IAS 33 Earnings Per Share
IAS 34 Interim Financial Reporting
IAS 36 Impairment of Assets
IAS 37 Provisions, Contingent Liabilities and Contingent Assets
6. Reporting Period
The period of the financial statements covers from 1st January 2011 to 31st December 2011.
7. Provisions
In accordance with the guidelines as prescribed by IAS-37: Provisions, Contingent Liabilities and Contingent
Assets, provisions are recognized in the following situations:
a. when the company has an obligation ( legal or constructive) as a result of past events;
b. when it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation; and
c. reliable estimates can be made of the amount of the obligation.
8. Segmental Reporting
No segmental reporting is applicable for the company as required by BAS 14: Segment Reporting as the
Company operates in a single industry segment and within a single geographical segment.
9. Events after the Reporting Period.
In compliance with the requirements of BAS 10: Events After the Reporting Period that provide additional
information about the Company's position at the Statement of Financial Position date are reflected in the
financial statements and events after the reporting period date that are not adjusting events are disclosed in the
notes when material.

10. Net profit Before Tax

Net profit before tax for the year were not materially affected by:
(a) Transactions of a nature not usually undertaken by the company;
(b) Circumstances of an exceptional or non-recurring nature;
(c) Changes of credits relating to prior years; and
(d) Changes in accounting policies.
11. Functional and Presentational (Reporting) Currency

The financial statements are prepared and presented in Bangladesh Currency (Taka), which is the company's'
functional currency. All financial information presented have been rounded off to the nearest Taka except
where indicated otherwise.
Figures in brackets indicate deductions.

12. Comparative Information and Rearrangement Thereof

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In accordance with the provisions of BAS-34: Interim Financial Reporting, Comparative information has
been disclosed for all numerical information in the financial statements and also the narrative and descriptive
information where it is relevant for understanding of the current period's financial statements.
Comparative figures have been re-arranged wherever considered necessary to ensure better comparability
with the current period without causing any impact on the profit and value of assets and liabilities as reported
in the financial statements.
13. Historical Cost Profit and Losses
There was no revaluation of Fixed Assets during the period under review. However, S.F. Ahmed & Co,
Chartered Accountants revalued the fixed assets of the Company as of 31 December 2008 following
"depreciated current cost method", resulting in a revaluation surplus at Tk. 506,889,888. This required
additional depreciation on revaluation surplus amounting to Tk. 11,588,306 chargeable to revenue.
14. Principal Accounting Policies
The specific accounting policies selected and applied by the company’s directors for significant transactions
and events that have material effect within the framework of IAS-1 “Presentation of Financial Statements”, in
preparation and presentation of financial statements have been consistently applied throughout the year and
were also consistent with those used in earlier years.
For a proper understanding of the financial statements, these accounting policies are set out below in one
place as prescribed by the IAS-1 “Presentation of Financial Statements”. The recommendations of IAS-1
relating the format of financial statements were also taken into full consideration for fair presentation.
14.1 Recognition of Tangible Fixed Assets
These are capitalized at cost of acquisition or valuation and subsequently stated at cost less accumulated
depreciation. The cost of acquisition comprises of purchase price, including import duties and non-refundable
taxes and any directly attributable cost of bringing the assets to its working condition for its intended use.
Expenditure incurred after the assets have been put into operation, such as repairs and maintenance is
normally charged off as revenue expenditure in the period in which it is incurred. In situation where it can be
clearly demonstrated that the expenditure has resulted in an increase in the future economic benefit expected
to be obtained from the use of the fixed assets, the expenditure is capitalized as an additional cost of the
assets.
There is no intangible asset and the fixed assets do not include any assets held under lease,
On retirement or otherwise disposal of fixed assets, the cost and accumulated depreciation are eliminated and
any gain or loss on such disposal is reflected in the income statement which is determined with reference to
the net book value of assets and the net sales proceeds.
14.2 Depreciation of Tangible Fixed Assets
No depreciation is charged on Land & Land development. Depreciation on all other fixed assets is computed
using the reducing balance method so as to write off the assets over their expected useful life.
Half year's depreciation has been charged on additions in respect of date when the related assets are put into
use and no depreciation is charged on retirement, irrespective of date of retirement.
After considering the useful life of assets as per IAS-16, the annual depreciation rates have been applied as
under which are considered reasonable by the management.

Category of Assets Rate of Depreciation

Building 2%
Plant & Machinery 5%
Vehicles 10%
Other Assets 10%

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14.3 Impairment of assets

All fixed assets have been reviewed and it was confirmed that no such fixed assets have been impaired during
the year and for this reason, no provision has been made for impairment of assets.
14.4 Revenue Recognition
Revenue are recognized when goods are delivered from the factory godown and delivery challans are issued
as per IAS-18.
14.5 Accrued Expenses and Other Payables
Liabilities are recognized for the goods and services received, whether paid or not for those goods and
services. Payables are not interest bearing and are stated at their nominal value.

14.6 Inventories
Inventories comprises of raw materials, Work-in-Process, Finished goods and Materials in Transit. Raw
materials and Materials in Transit have been valued at cost. Work-in-Process have been valued at prime cost
basis as required by IAS-2 with proportionate addition of Factory Overheads. Finished goods have been
valued at the lower of cost and net realizable value basis. Cost is determined by weighted average method.
14.7 Cash and Cash Equivalents

Cash in hand and cash at banks have been considered as Cash and Cash Equivalents for the preparation of
these financial statements, which were held and available for use by company without any restriction and
there was insignificant risk of changes in value of the same.

14.8 Cash Flow Statement

Cash Flow Statement is prepared principally in accordance with IAS-7 “Cash Flow Statement” and the cash
flows from the operating activities have been presented under direct method.
14.9 Borrowing Costs
Financial Expenses (Borrowing Costs) incurred during the year was recognized as revenue expenses in
accordance with IAS-23 “Borrowing Cost”.
14.10 Earnings Per Share

This has been calculated in compliance with the requirements of BAS 33: Earnings Per Share by dividing the
basic earnings by the weighted average number of ordinary shares outstanding during the year.

Basic Earnings

This represents earnings for the period attributable to ordinary shareholders. As there was no preference
dividend, minority interest or extra ordinary items, the net profit after tax for the year has been considered as
fully attributable to the ordinary shareholders.

Weighted Average Number of Ordinary Shares Outstanding during the period.

The basis of computation of number of shares is in line with the provisions of IAS-33: Earnings Per Share.
Therefore, the total number of shares outstanding at the end of the year multiplied by a time weighting factor
which is the number of days the specific shares were outstanding as a proportion of total number of days in
the period.

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15. Property, Plant & Equipment: Tk.1,432,890,110.

Cost or Valuation Depreciation Depreciation on Revaluation

Written down Written down
Rate of Revaluation
Particulars Addition or value as on Charged value as on
Balance as on Balance as on Dep. (%) Balance as on Charged during Balance as on 31.12.2011 Surplus Balance as on Balance as
valuation during during the 31.12.2011
01.01.11 31.12.11 01.01.11 the year 31.12.11 01.01.11 on 31.12.11
the year year
Land & Land Development 86,245,266 - 86,245,266 0% - - - 86,245,266 136,740,234 - - - 222,985,500

Building 255,735,063 102,538,520 358,273,583 2% 9,310,718 5,953,872 15,264,590 343,008,993 230,639,221 9,133,313 4,430,118 13,563,431 560,084,783

Plant & Machinery 538,146,385 83,105,050 621,251,435 5% 94,858,835 24,242,004 119,100,838 502,150,597 139,510,433 13,602,268 6,295,408 19,897,676 621,763,354

Vehicles 19,620,415 - 19,620,415 10% 4,479,483 1,514,093 5,993,576 13,626,839 - - - - 13,626,839

Other Assets 20,484,454 1,218,180 21,702,634 10% 5,737,384 1,535,616 7,273,000 14,429,634 - - - - 14,429,634

Total 920,231,583 186,861,750 1,107,093,333 - 114,386,420 33,245,585 147,632,005 959,461,328 506,889,888 22,735,580 10,725,526 33,461,107 1,432,890,110

Total as on 31.12.2010 785,374,385 134,857,198 920,231,583 - 84,540,886 29,845,534 114,386,420 805,845,163 506,889,888 11,588,306 11,147,274 22,735,580 1,289,999,471

Particulars Amount in Taka

31.12.2011 31.12.2010
Depreciation charge during the year 33,245,585 29,845,534.13
Depreciation charge on Revaluation of Assets 10,725,526 11,147,274.29
Total 43,971,111 40,992,808
Head of Accounts
Factory Overhead 41,772,556 38,943,168.00
Administrative Expenses 2,198,556 2,049,640
43,971,111 40,992,808
Issue Manager:

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16. Capital Works-in-Progress Amount in Taka

31.12.2011 31.12.2010
Buildings 548,194,243 398,916,031
Security Building 643,916 643,916
Engineered Steel Building 2,527,497 2,127,497
Drain Line 632,545 632,545
Gas Line and other Installation 13,017,301 12,086,301
Electrical Installation 12,978,112 12,051,912
Water Tanks 628,119 628,119
Deep Tubewell 915,719 870,719
Total 579,537,452 427,957,039

Investment
17
A.J Corporation Limited 254,725,000 -
254,725,000 -
This carries an interest of 15% per annum effective from 01 January 2011. The shares against the investment
shall be issued to the Company within January 01, 2013 or else the money along with interest shall be
refunded.

18 Inventories
Raw Materials (Note-18.01) 189,261,748 123,210,750
Work-in-Process (410,114 Kgs; 2010: 371,278 Kgs) 141,962,500 138,943,798
Finished Goods (174,050 Dozens; 2010: 117,604 Dozens) 162,845,300 99,880,049
Materials in Transit 26,571,792 -
Total 520,641,340 362,034,597
18.1 Raw Materials
Yarn (582,360 Kgs; 2010: 337,044 Kgs) 131,031,156 81,986,128
Chemicals (261,697 Kgs; 2010: 247,022 Kgs) 15,701,862 13,586,192
Accessories 42,528,730 27,638,430
189,261,748 123,210,750
19 Accounts Receivables
Pacific Logistics - 13,652,040
ASDA Stores Limited 38,597,563 26,521,300
TESCO Stores Limited 32,386,148 26,354,250
Carrefour Inport SAS 20,254,670 34,829,249
Euha Apparels Limited - 28,640,400

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Miles Fashions GMBH 48,086,594 77,788

Primark Stores Limited 126,901,160 168,243,621
Gymboree Manufacturing Inc 43,357,467 -
Impetus Vandillen Asiatex
16,172,850 -
GMBH
Other Receivables (Note: 19.01) 44,877,948 27,320,822
Cash Subsidy from the Government. 27,936,689 41,502,302
Total 398,571,089 367,141,772
These are unsecured, considered good, No amount is due from any directors or related parties.
Dues upto 6 months 314,644,139 319,188,810
Dues above 6 months 83,926,950 47,952,962
Total 398,571,089 367,141,772
Amount in Taka
19.01 Other Receivables 31.12.2011 31.12.2010
TU Clothing 6,798,535 6,678,784
Pelican Limited - 2,472,824
Basspro 1,906,166 1,906,167
Alok Industries Limited 8,903,317 -
Matalan Retail Limited - 287,600
Hanebrands Europe GMBH 1,467,562 -
Elegent Team Development Limited 4,261,680 -
GEBR. Huber GMBH 9,385,782 -
The Prevue Limited - 9,327,100
Cadeau - 6,648,347
Protecgen Limited 9,435,106 -
Fashions FX Limted 2,719,800 -
Total 44,877,948 27,320,822
20 Loans, Advances, Deposit and Prepayments
Loans and Advances (Note: 20.1) 80,797,654 89,312,517
Deposits 625,704 625,704
Total 81,423,358 89,938,221
These are unsecured, considered good, no amount is due from any directors
or related parties.
20.1 Loans and Advances
Advance against Salary 1,950,000 1,765,000
Advance Income Tax 16,805,156 9,777,423
Advance against Purchase / Expenses Note: 20.01(a) 15,496,440 13,553,935
House Rent Advance 680,000 680,000
Advance for Construction & Others Note: 20.01(b) 45,866,058 63,536,159
Total 80,797,654 89,312,517
Dues upto 6 months 50,045,613 62,742,199
Dues above 6 months 30,752,041 26,570,318
Total 80,797,654 89,312,517

Advance against Purchase / Expenses

20.01(a)
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Mr. Mosaraf (Procurement) 4,944,420 4,258,200

Nokta Accessories 1,150,000 1,050,000
Mehedi Hasan Enterprise 2,721,100 2,221,100
Mr. Munir (Procurement) 2,556,520 2,108,400
Dhaka Traders 960,400 850,000
Mr. Noman (C & F) 2,564,000 2,264,000
Dayamoy Enterprise 600,000 802,235
15,496,440 13,553,935

Amount in Taka
20.01(b) Advance for Construction & Others 31.12.2011 31.12.2010
Brothers Builders 5,845,250 7,953,000
Hasib Thai 4,642,300 6,952,459
Taslima Enterprise 5,546,000 5,894,000
Biplop Enterprise 3,564,360 3,885,600
Royal Marble 3,228,600 4,765,100
Millenium Enterprise 2,564,200 4,564,200
Faruk Eng. Works 2,463,100 3,785,200
Mehedi Hasan Enterprise 1,836,500 2,985,600
M/S. Happy Enterprise 2,654,748 -
Maliha Enterprise - 2,865,000
Hott Media 10,000,000 10,000,000
Maa Electronics - 2,277,000
M/S. Saleem Sanitary Ent. - 2,088,000
M/S. Mohana
3,521,000 5,521,000
Enterprise
45,866,058 63,536,159
21 Cash & Cash Equivalents -
Cash in Hand (Note-21.1) 3,168,739 245,122
Cash at Banks (Note-21.2) 10,985,145 76,738,333
Total 14,153,884 76,983,455
21.1 Cash in Hand
Balance in Central Cash 1,965,030 132,562
Balance in Petty Cash (Factory) 1,203,709 112,560
Total 3,168,739 245,122
21.2 Cash at Banks
Bank Name A/c Number Branch Name
EXIM Bank Ltd 711100009514/711100038467 Gulshan Br. 86,923 5,661,132
EXIM Bank Ltd 0211100004728/4288 Ahsulia Br. 6,606 6,606
National Bank Ltd 004333022068 Mohakhali Br. - 19,623,415
National Bank Ltd 00036000534 Gulshan Br. 29,608 -
Prime Bank Ltd 11811020021830 Gulshan Br. - 50,039,894
Prime Bank Ltd 11831020024366 Gulshan Br. 631,336 -

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Southeast Bank Ltd 101110011987 Gulshan Br. 23,497 18,846

Southeast Bank Ltd 1015600000040 Gulshan Br. 550,103 129,148
Southeast Bank Ltd 1015500000256 Gulshan Br. 1,163,338 214,577
Southeast Bank Ltd 1015200000041 Gulshan Br. 1,605,551 1,034,715
Southeast Bank Ltd 1013100001554 Gulshan Br. 6,721,273 -
Standard Bank Ltd 933010404 Gulshan Br. 3,400 -
IFIC Bank Ltd. 1002390905001 Gulshan Br. 153,510 -
Janata Bank Ltd 1020903 Corporate Br. 10,000 10,000
Total 10,985,145 76,738,333

The above balances are reconciled with Bank Statements and ledger balances.

Amount in Taka
22 Accounts & Other Payables 31.12.2011 31.12.2010
Happy Enterprise - 1,085,500
Nokta - 384,300
Shimanta Paribahan 1,432,111 1,251,660
Evove - 1,350,640
KM Servicing 1,000,000 2,083,510
Trade Media 585,538 1,115,524
Nahian Enterprise 328,000 -
Salaries and Wages Payable 15,124,560 850,360
Other Payables 3,373,641 2,365,600
Total 21,843,850 10,487,094
These are unsecured, payable within one year.
23 Accrued Expenses
Audit fee 500,000 300,000
Gas Bill 4,031,557 3,941,242
Provision for tax (Note: 23.01) 73,255,239 37,162,101
Total 77,786,796 41,403,343
These are unsecured, falling due within one year.
23.01 Provision for tax
Accounting Year Assessment Year Amount Status
2011 2012-2013 36,093,137 Return not yet due
2010 2011-2012 19,269,787 Return filed
2009 2010-2011 8,491,050 Assessment Completed
2008 2009-2010 4,818,731 Assessment Completed
2007 2008-2009 4,424,603 Assessment Completed
2006 2007-2008 157,931 Assessment Completed
Total 73,255,239
24 Bank Overdraft
Bank Name Br Name
Southeast Bank Ltd. CC A/c 0173300000167 Gulshan Br. 31,207,424 30,913,010
Total 31,207,424 30,913,010

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Fully secured by 1 (one) undated cheque to cover the entire the limit along with a letter of authority to insert
date on the cheque and personal guarantee of the Directors of the Company.
25 Short Term Bank Credits :
Southeast Bank Ltd.:
Time Loan 205,865,128 34,381,365
Packing Credit 60,801,071 60,135,178
Bill Purchase 89,388,746 95,812,267
Other Loans 210,121,719 238,071,131
Total 566,176,664 428,399,941
These are secured, falling due within one year. The security and other term are specified as follows:
Time Loans are fully secured by first charge on the fixed assets of the Company.
Packing Credit, Bill Purchase and other Loans are Lien on Master/Export L/C.

Amount in Taka
026 Deferred L/C Liabilities 31.12.2011 31.12.2010
NRG Knit Composite Mills Ltd 15,294,000 14,377,580
Pakiza Cotton Mills Ltd 29,511,000 17,552,500
Talha Spinning Mills Ltd. - 25,194,000
Al-Haj Karim Textiles Ltd. 35,167,000 27,200,000
Zubair Spinning Mills Ltd. - 25,500,000
Tamijuddin Textiles Mills Ltd. 12,957,000 16,432,200
Hyosung-Vietnam - 3,410,880
Square Yarn Ltd. 4,035,000 9,590,856
Syed Spinning Mills Limited 25,188,000 -
Other Deferred L/C Liabilities 15,739,927 3,837,194
Total 137,891,927 143,095,210
These are unsecured except by letters of credit, falling due within one year.
27 Long Term Bank Loans (Current Portion)
Current portion of Long Term Bank Loans tk.118,572,000 has been shown under the head Current Liabilities
which is payable within December-2012.
28 Share Capital
28.1 Authorized Capital
200,000,000 Ordinary shares of Tk.10/- each 2,000,000,000 2,000,000,000
28.2 Issued, Subscribed, Called-up & Paid-up Capital
81,885,000 Ordinary Shares of Tk. 10/- each 818,850,000 297,200,000
5,280,000 Bonus Shares of Tk.10/- each 52,800,000 52,800,000
871,650,000 350,000,000
The Shareholding position of the Company are as under :
Name of Shareholders No. of Shares Percentages (%) Amount (Tk.)
Mr. Tauhidul Islam Chaudhury 17,158,930 19.69 171,589,300
Mrs. Saida Muna Tasneem 2,057,500 2.36 20,575,000
Shaheen Akhter Chaudhury 108,470 0.12 1,084,700
Mr. Wahid Salam 1,708,000 1.96 17,080,000
Mr. Rajiv Sethi 3,903,600 4.48 39,036,000
Mr. Javed Opgenhaffen 7,332,500 8.41 73,325,000
Mr. Alavee Chaudhury 2,056,000 2.36 20,560,000
Mehmood Equities Ltd. 2,350,000 2.70 23,500,000
Assign Holding Ltd. 150,000 0.17 1,500,000
Mrs. Mehtab Hussain khan 100,000 0.11 1,000,000

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Mrs. Irin Pervin 100,000 0.11 1,000,000

Mr. Syed Golam Wadud 125,000 0.14 1,250,000
Mrs. Tanipa Wadud 25,000 0.03 250,000
Mr. Waheedur Gorky Rahman 100,000 0.11 1,000,000
Meghna Life Insurance Co. Ltd. 50,000 0.06 500,000
Karnaphuli Insurance Co. Ltd. 50,000 0.06 500,000
Mr. Md. Akhter 4,250,000 4.88 42,500,000
Mrs Farzana Ahmed 50,000 0.06 500,000
Olympic Industries Limited 100,000 0.11 1,000,000
Captain M. Moazzam Hossain 1,150,000 1.32 11,500,000
Mr. Yousuf Ismail 1,200,000 1.38 12,000,000
Mr. Matiur Rahman 1,400,000 1.61 14,000,000
Mr. Tariq Ismail 100,000 0.11 1,000,000
BRAC Bank Limited 1,000,000 1.15 10,000,000
Mr. Syed Tawqir Hussain 110,000 0.13 1,100,000
Cosmopolitan Traders (Pvt.) Ltd. 700,000 0.80 7,000,000
Mr. Saifur Rahman 100,000 0.11 1,000,000
Transcom Limited Staff Provident Fund 200,000 0.23 2,000,000
Marina Tea Company Limited 100,000 0.11 1,000,000
Monipur Tea Company Limited 100,000 0.11 1,000,000
Mr. Maiz Majibur Rahman 200,000 0.23 2,000,000
Mr. Rajeeb Bhattacharjee 100,000 0.11 1,000,000
BRAC EPL Stock Brokerage Ltd. 1,000,000 1.15 10,000,000
Mrs. Lafifa Yousuf 250,000 0.29 2,500,000
Beximco Holdings Limited 13,000,000 14.91 130,000,000
New England Equity Ltd. 13,000,000 14.91 130,000,000
Mr. Major Md. Rabiul Alam 100,000 0.11 1,000,000
Mr. Richard D. Rozario 473,880 0.54 4,738,800
Mr. Md. Wahid Miah 1,026,120 1.18 10,261,200
Mrs. Bilkis Fatima Jesmin 1,000,000 1.15 10,000,000
Mr. R.Y Shamser 500,000 0.57 5,000,000
Mr. Abdur Rahman 500,000 0.57 5,000,000
Mercantile Securities Limited 100,000 0.11 1,000,000
Mercantile Securities Investor's Portfolio A/C 2,020,000 2.32 20,200,000
Mrs. Poly Rani Shaha 300,000 0.34 3,000,000
Mr. Omar Mohammad Bhai 75,000 0.09 750,000
Mr. Raja Mohammad Bhai 100,000 0.11 1,000,000
Mrs. Sakina Miraly 200,000 0.23 2,000,000
Mrs. Nurjehan Hudda 200,000 0.23 2,000,000
Mr. Mohammad Bhai 300,000 0.34 3,000,000
Mr. Pankaj Roy 100,000 0.11 1,000,000
Mr. Tanveer Ali 110,000 0.13 1,100,000
Mr. Abdus Sattar 800,000 0.92 8,000,000
Mr. Ahad Mohammad Bhai 425,000 0.49 4,250,000

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Mr. Md. Alauddin 50,000 0.06 500,000

Mr. Ganesh Chandra Pramanik 50,000 0.06 500,000
IFIC Securities Limited 2,000,000 2.29 20,000,000
Mr. Md. Khabir Uddin 500,000 0.57 5,000,000
Mrs. Shamim Ara Begum 100,000 0.11 1,000,000
Mr. M.A Hayee 86,000 0.10 860,000
Mr. Mahabub Hasan 14,000 0.02 140,000
Mrs. Farzana Moazzam 100,000 0.11 1,000,000
Dr. Monowar Hossain 200,000 0.23 2,000,000
Mr. Ehsan-E-Moazzam 200,000 0.23 2,000,000
Mr. Khursid Alam Mamun 50,000 0.06 500,000
Total 87,165,000 100.00 871,650,000

29 Revaluation Surplus Amount in Taka

31.12.2011 31.12.2010
Land & Land Development 136,740,234 136,740,234
Building 230,639,221 230,639,221
Plant & Machinery 139,510,433 139,510,433
Total 506,889,888 506,889,888

S.F. Ahmed & Co, Chartered Accountants revalued the fixed assets of the Company as of 31 December 2008
following "depreciated current cost method", resulting in a revaluation surplus at Tk 506,889,888.

30 Share Money Deposit

These have been adjusted against issue of capital approved by SEC vide SEC letter no.SEC/CI/CPLC-
274/2010/561 dated December 08, 2010.
31 Long Term Loans
Particulars Bank Name
Term Loan Southeast Bank 351,217,093 576,967,516
Car Loan UCBL 771,600 1,274,600
Car Loan BRAC Bank - 376,637
Car Loan HSBC - 243,998
Car Loan Prime Bank - 40,512
Car Loan Prime Bank 1,717,000 2,341,000
Car Loan BRAC Bank 1,314,000 1,938,000
Total 355,019,693 583,182,263

Fully secured by first charge on the fixed assets of the Company.

Nature of Security of Loans :
Fully secured by 1 (one) undated cheque to cover the entire the limit
Bank Overdraft along with a letter of authority to insert date on the cheque and
personal guarantee of the Directors of the Company..

Long Term Loan Fully secured by first charge on the fixed assets of the Company.

Packing Credit & Bill Purchase Lien on Master/Export L/C

Time Loan Fully secured by first charge on the fixed assets of the Company.

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Interest on Bank Loan:

Bank interest on the above loan has been charged in the Income Statement as Financial Expenses.

Bank Overdraft 16.00% p.a. with Quarterly rests subject to revision from time to time.

Long Term Loan 13.00% p.a. with Quarterly rests subject to revision from time to time.

Time Loan: 16.00% p.a. with Quarterly rests subject to revision from
time to time. Packing Credit: 7.00% p.a. with Quarterly rests subject to
Time Loan , Packing Credit &
revision from time to time.
Bill Purchase
Bill Purchase :16.00% p.a. with Quarterly rests subject to revision
from time to time

32 Sales Revenue
Export Sales Revenue is recognized for 1,489,518 Dozens at USD 18,581,705.16 @ Tk.75.00 equivalent to
Tk.1,393,627,887 (2010: 1,518,177 Dozens USD 18,554,583@ Tk.69.50 equivalent to Tk.1,289,543,519) when delivery
challan is issued.

33 Cost of Goods Sold Amount in Taka

31.12.2011 31.12.2010
Opening Stock of Raw Materials 123,210,750 89,045,000
Add: Purchases (Note : 33.01) 979,719,165 907,605,889
Less: Closing Stock of Raw Materials (Note : 18.01) 189,261,748 123,210,750
Material Consumed 913,668,167 873,440,139
Add: Direct Labour 140,492,500 126,222,126
Prime Cost 1,054,160,667 999,662,265
Add: Factory Overhead (Note : 33.02) 94,313,198 86,423,646
Cost of Manufacturing 1,148,473,865 1,086,085,911
Add: Opening Work-In-Process (Note: 18.00) 138,943,798 108,228,420
Less:Closing Work-In-Process (Note: 18.00) 141,962,500 138,943,798
Cost of Goods Manufactured 1,145,455,163 1,055,370,533
Add:Opening Stock of Finished Goods (Note: 18.00) 99,880,049 67,033,590
Less:Closing Stock of Finished Goods (Note: 18.00) 162,845,300 99,880,049
Cost of Goods Sold 1,082,489,912 1,022,524,074

33.01 Purchases of Raw Materials

Yarn (2,715,782 Kgs; 2010: 2,158,433 Kgs) 611,050,910 525,038,783
Chemicals (1,893,590 Kgs; 2010: 1,864,123 Kgs) 113,615,620 102,526,785
Accessories 255,052,635 280,040,321
Total 979,719,165 907,605,889
33.02 Factory Overhead
Rent 240,000 200,000
Security Service 3,605,152 5,843,971

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Depreciation 41,772,556 38,943,168

Utility Charges 26,935,547 21,028,136
Transport 9,045,523 8,876,421
Repair and Maintenance 2,765,843 2,597,359
Fuel & Lubricant 3,791,632 3,799,116
Carriage Inward 940,530 580,955
Overtime and Similar Allowance 1,212,792 1,184,368
Labour Bill 175,210 247,382
Other Expenses 3,828,413 3,122,770
Total 94,313,198 86,423,646

34 Administrative & Selling Expenses Amount in Taka

31.12.2011 30.12.2010
Staff Salaries 43,256,842 47,566,497
Directors' Remuneration 6,000,000 4,800,000
Bonus 2,343,079 1,561,250
Air Freight Charge 940,864 962,500
Buying House Expenses 7,434,268 4,279,088
Utility Charge 778,726 728,211
Entertainment 142,000 560,354
C & F Charges 5,298,702 5,014,147
Courier & Postage 666,537 551,760
Telephone and Other 732,464 639,203
Office Rent 1,320,000 3,029,710
Service Charges 200,030 727,534
Car Rent and Other Expenses 3,258,592 1,525,778
Depreciation 2,198,556 2,049,640
Preliminary Expenses Written off - 141,590
Insurance Premium 1,200,600 2,120,566
Audit Fee 1,000,000 700,000
Professional and Consultancy fee 1,100,000 3,249,395
Traveling & Conveyance 1,734,049 1,974,479
Stationery 457,754 629,818
Fuel & Lubricant 1,519,129 1,627,067
Carriage Outward 3,025,652 1,350,014
Advertisement 320,400 593,750
License & Renewals 241,250 166,498
Commercial Expenses 1,544,463 2,893,008
Business Development Expenses 1,789,856 1,672,920
Legal Fees 555,489 102,200
Inspection charge 92,121 2,265,071
Exchange Loss/Gain 3,925,254 1,275,631
Donation 26,000 -
Other Expenses 2,083,871 2,558,043

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95,186,547 97,315,722
35 Other Income
Sub-Contract Revenue 59,268,000 54,938,600
Income from Cash Incentive 25,630,900 27,865,406
Other Revenues 36,511,600 29,701,515
Interest on Investment and Bank 35,132,029 -
Total 156,542,529 112,505,521
36 Financial Expenses
Bank Charges 27,575,858 27,714,169
Interest on Time Loan 35,386,164 6,492,317
Interest on Packing Credit 7,714,564 10,993,428
Interest on Term Loan 65,769,672 96,185,684
Interest on Bill Purchase 2,001,485 4,786,962
Interest on Forced Loan 15,541,011 22,977,357
Total 153,988,754 169,149,917

37 Provision for Income Tax

Particulars Amount Rate Tax Amount
Export 1,393,627,887 0.40% 5,574,512
Sub-Contract Revenue 59,268,000 4% 2,370,720
Income from Cash Incentive 25,630,900 5% 1,281,545
Other Revenues 36,511,600 37.50% 13,691,850
Interest on Investment and bank 35,132,029 37.50% 13,174,511
36,093,138

31.12.2011 30.12.2010
38 Earnings Per Share (Weighted Average)
Earning Per Share (EPS) Basic Earning
No. of Share
182,412,065
81,655,890 ***
= 2.23 =1.15
39 Fully Diluted EPS
Earning Per Share (EPS) Basic Earning
No. of Share
182,412,065
87,165,000
= 2.09 =1.08
EPS From Recurring Income (Weighted
40
Average)
Earning Per Share (EPS) Earning from recurring income
No. of Share
147,280,036
81,655,890
= 1.80 =1.15
41 EPS From Recurring Income (Fully Diluted)
Earning Per Share (EPS) Earning from recurring income
No. of Share
147,280,036

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87,165,000
= 1.69 =1.08
EPS From Non-Recurring Income (Weighted
42
Average)
Earning from non-recurring
Earning Per Share (EPS)
income
No. of Share
35,132,029
81,655,890
= 0.43
EPS From Non-Recurring Income (Fully
43
Diluted)
Earning from non-recurring
Earning Per Share (EPS)
income
No. of Share
35,132,029
87,165,000
= 0.40

***Calculation of weighted average number of shares

Particulars Allot. Shares Days Days Shares
Opening Jan. 01, 2011 to December 31, 2011 35,000,000 365 365 35,000,000
Allotment Jan. 06, 2011 to December 31, 2011 42,165,000 360 365 41,587,397
Allotment Jun 30, 2011 to December 31, 2011 10,000,000 185 365 5,068,493
Total 87,165,000 81,655,890

44 Capital Expenditure Commitment

There was no capital expenditure contracted but not incurred or provided for as on 31.12.2011
There was no material Capital expenditure authorised by the Board but not contracted for as on 31.12.2011
45 Contingent Liabilities
There was no sum for which the Company is contingently liable as on 31.12.2011
46 Claims not Acknowledged
There was no claim against the Company not acknowledged as debt as on 31.12.2011
47 Credit Facilities Availed
Credit facilities available were to the Company from banks as on 31.12.2011 and Trade Credit available in the ordinary
course of business. No other credit facilities were available to the Company as on 31.12.2011
48 Commission, Brokerage or Discount Against Sales
No other commission, brokerage or discount was incurred or paid by the Company against sales during the period.
49 Events after the Reporting Period.
There was no events after reporting period of such importance for which accounting or disclosure is required to be
adjusted
50 Employees
Number of employees whose salary was below Tk. 4,000 is 1187 as on 31.12.2011
Number of employees whose salary was above Tk. 4,000 is 1569 as on 31.12.2011

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51 Related Parties Transactions

During the year the Company carried out a number of transactions with related party as investment. The name of these
related party, nature of these transactions and their total value have been set out in accordance with the provisions of
BAS 24: Related Party Disclosure, are as below:

Name of the party Relationship Nature of Transaction Transaction Value

A. J. Corporation Limited Common Directorship Investment 254,725,000

52 Capacity Utilization
Particulars Capacity Actual Production
Garments 2,625,000 Dozens 1,910,064 Dozens
Fabrics 5,000 MT 3500 MT
Dyeing 5000 MT 3500 MT
Reason: Actual production as per market demand

Sd/- Sd/- Sd/-

Chairman Managing Director Director

ADDITIONAL DISCLOSURES BY AUDITOR

1. As per the BOI Work Permit (Memo No. BOI/FTP-3007/2006/1954 dt. 29/5/2011), Mr.
Ashutosh Mathur will get monthly remuneration of USD 1075 in total per month. State amount
of actual payment in 2011 and whether it is within limit;
Auditors’ Clarification: Mr. Ashutosh Mathur has received payment amounting to $12,900 in the
year 2011, which equals $1,075 per month, and hence it is indeed within limit.
2. Detail Break up of Directors’ remuneration;
Auditors’ Clarification: In year 2011, all directors of the company have received a monthly
remuneration of Tk. 1,00,000 per month. Details as follows:
Name of Directors Amount in Taka Amount in Taka
(Monthly) (Yearly)
Mr. Tauhidul Islam Chaudhury 100,000 1,200,000
Mr. Javed Opgenhaffen 100,000 1,200,000
Ms. Shaheen Akhter Chaudhury 100,000 1,200,000
Mr. Wahid Salam 100,000 1,200,000
Mr. Rajiv Sethi 100,000 1,200,000
Total 500,000 6,000,000

3. All Directors are getting remuneration of BDT 100,000/- each per month. State under which
article they are getting such remuneration while you have stated that they are not getting any
remuneration under articles of 114, 115, 116 and 117 of the Articles of Association of your
company.
Auditors’ Clarification: All directors have received remuneration in 2011 as employees of the
company as they run the day-to-day management of the company. All directors get remuneration
pursuant to Article 148(3) of the Articles of Association of our company.
4. In the prospectus it is stated that the directors are getting remunerations as its officers. Please
state the designation of each of the directors in the company;

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Auditors’ Clarification: Mr. Tauhidul I Chaudhury acts as Chairman of the company looks after its
entire policies and strategic operations, Mr. Javed Opgenhaffen as Managing Director looks after the
overall management of the operations of the company; Mr. Rajiv Sethi as Director looks after its
Marketing & Merchandising, Mr. Wahid Salam during his tenure as director looked after its
Administration, and Ms. Shaheen Akther Chaudhury during her tenure as Director looked after its
Banking & Finance.
5. Explain why income tax return for 2006, 2007, 2008 and 2009 were submitted at a time on
06/09/2010;
Auditors’ Clarification: The management of the company has updated all its regulatory affairs on
its conversion from private company into public company in 2010. The company management has
undertaken that it will submit its income-tax returns within due date in future. The company’s tax
liabilities till 2009 have already been settled with DCT.
6. Provide break-up of professional and consultancy fees in details;

Auditors’ Clarifications: Break-up is as follows:

Particulars Amount in Taka
Accounting Service fees to A. Wahab & Co 200,000
Technical Consultancy fees for Machinery installation to Mr. Nazim Uddin 100,000
Consultancy fees to Mr. Golam Faruk 800,000
Total 1,100,000

7. Explain why provision for deferred tax is not made;

Auditors’ Clarification: Deferred tax does not apply to the Company as the company paid income
tax at 0.40% of sales (not profit).
8. Disclose information as per the requirements of para 4 and 8 of schedule XI, Part II of the
Companies Act, 1994;
Auditors’ Clarification: Information as per the requirements of para 4 and 8 of schedule XI, Part II
of the Companies Act, 1994 are as follows:
Total Remuneration of Directors including Managing Director and Managers as per para 4 of
schedule XI, Part II of the Companies Act, 1994:
Particulars Amount in Taka (Yr. 2011) Amount in Taka (Yr. 2010)
Remuneration to Directors 6,000,000 4,800,000
Remuneration to Managers 10,120,500 7,476,500
Total 16,120,500 12,276,500
Break up of Material Consumed as per para 8 of schedule XI, Part II of the Companies Act, 1994:

Particulars Amount in Taka (Yr. 2011) Amount in Taka (Yr. 2010)

Imported 137,050,225 148,484,824
Local 776,617,942 724,955,315
Total 913,668,167 873,440,139

9. Disclose separately the value of land and land developments;

Auditors’ Clarifications: Disclosure is as follows:
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Particulars Amount in Taka

Land cost 19,839,000
Land development cost 66,406,266
Revaluation Surplus 136,740,234
Total 222,985,500

10. Explain why accounts receivables in note 19 are unsecured when it seems that all account
receivables are covered by export L/Cs;
Auditors’ Clarification: Accounts receivables in note 19 are deemed to be unsecured because these
are not secured by any collateral securities.
11. Specify the bills the company purchased from Southeast Bank as shown in note 25;
Auditors’ Clarification: Below are the details of the bills purchased through Southeast Bank; these
were purchased against “dispatch” export documents and hence are 100% secured.
Account No. Amount
7840082310 978,866
7840082311 1,956,880
78600019681 4,376,000
78600019682 2,075,000
78600019687 3,218,000
78600019690 4,623,000
78600019692 6,021,000
78600019695 11,097,000
78600019696 10,355,000
78600019697 7,246,000
78600019698 7,286,000
78600019701 2,886,000
78600019705 20,996,000
78600019715 881,000
78600019716 418,000
78600019717 745,000
78600019718 319,000
78600019719 1,252,000
78600019720 2,119,000
78600019721 540,000
Total 89,388,746

12. Whether bills purchase and other loans as shown in note 25 are lien on master/export L/Cs or
lien against bills receivables;
Auditors’ Clarification: All bills purchased and other loans shown in note 25 have lien on master
L/Cs or against bills receivables.
13. Explain why deferred L/C liabilities in note 26 are unsecured;
Auditors’ Clarification: Deferred L/C liabilities are deemed to be unsecured as such liabilities not
secured by any collateral securities.
14. Provide detailed disclosure about other deferred L/C liabilities as shown in note 26 of the
audited accounts;

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Auditors’ Clarification: Details are as follows:

Particulars Amount in Taka
Apex Yarn Dyeing Limited 1,240,000
A.R.S Enterprise 2,609,000
Banga Plastic 609,000
Chemitex 2,714,000
Delowar Printing and Packaging 2,012,927
Britania Lebel 849,000
KB Traders 2,783,000
Metro Spinning Mills Limited 1,036,000
Fariha Accessories 962,000
M & U Packaging Ltd. 925,000
Total 15,739,927

15. Disclose details about other income in note 35 of the audited accounts for the year ended
December 31, 2011:

Auditors’ Clarification: Details are as follows:

Particulars Amount in Taka Remarks
Sub-Contract Revenue 59,268,000 SAMS Fashions, Priniti International, MAK
Fashions, Khan & Sons, Fashion FX etc.
Income from Cash Incentive 25,630,900 N/A
Other Revenues 36,511,600 Sale proceeds of wastage
Interest on Investment and Bank 35,132,029 N/A
Total 15,654,2529

16. Provide disclosure in detail about exchange loss/gain under note 34 of the audited accounts;
Auditors’ Clarification: Exchange loss/gain arose from difference between foreign exchange
receivables/payables and actual foreign exchange receipts/payment. Break-down is as follows:
Particulars Amount in Taka
Exchange loss/(gain) from Receivable (45,525,177)
Exchange loss/(gain) from Payable 49,450,431
Total 3,925,254

17. Whether provision of section 155 of the Companies Act, 1994 is complied with by the company
regarding issuance of shares;
Auditors’ Clarification: Further issue of capital was made by the Company, complying with
section 155 of the Companies Act, 1994.
18. Compliance of condition 04 of our consent letter no. SEC/CI/CPLC-274/2010-282 dated
18/4/2011.
Auditor’s Clarification: The Company has complied with condition 04 of SEC Consent Letter
SEC/CI/CPLC-274/2010-282 dated 18/4/2011.
Sd/-
Place: Dhaka ATA KHAN & CO
Dated: June 12, 2012 Chartered Accountants
6. Provide break-up of professional and consultancy fees in details;
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Auditors’ Clarifications: Break-up is as follows:

Particulars Amount in Taka
Accounting Service fees to A. Wahab & Co 200,000
Technical Consultancy fees for Machinery installation to Mr. Nazim Uddin 100,000
Consultancy fees to Mr. Golam Faruk 800,000
Total 1,100,000

The company has clarified that the consultancy fees of Tk 8,00,000 mentioned above were paid for
consultations on RJSC matters, conversion of the company from private limited company into public
limited company, submission of annual returns and increase of authorized capital.
8. Disclose information as per the requirements of para 4 and 8 of schedule XI, Part II of the
Companies Act, 1994
As per Para 4 of schedule XI, Part II of the Companies Act, 1994:
Requirement (a) Managerial remuneration paid or payable during the financial year to the director,
including managing director, a managing agent or manager. If any;
Auditors’ Clarification: Details are as follows:
Particulars Amount in Taka (Yr. 2011) Amount in Taka (Yr. 2010)
Remuneration to Directors 6,000,000 4,800,000
Remuneration to Managers 10,120,500 7,476,500
Total 16,120,500 12,276,500

Requirement (b) Expenses reimbursed to managing agent;

Auditors’ Clarification: N/A
Requirement (c) Commission or other remuneration payable separately to managing agent or his
associate;
Auditors’ Clarification: N/A
Requirement (d) Commission received or receivable by managing agent or his associate as selling
or buying agent of other concerns is respect of contracts entered into by such concern with the
company;
Auditors’ Clarification: N/A
Requirement (e) The money value of contracts for the sale or purchase of goods and materials or
supply of services, entered into by the company with the managing agent or his associate during the
financial year;
Auditors’ Clarification: N/A
Requirement (f) Any other perquisites or benefits in cash or kind stating, approximate money value
where practicable;
Auditors’ Clarification: Nil
Requirement (g) Other allowances and commission including guarantee commission (details to be
given);
Auditors’ Clarification: Nil
Requirement (h) Pensions etc—
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(i) Pensions,
(ii) Gratuities
(iii) Payment from provident fund, in excess of own subscription and
interest thereon;
(iv) Compensation for loss of office
(v) Consideration in connection with retirement from office;
Auditors’ Clarification: Nil
As per para 8 of schedule XI, Part II of the Companies Act, 1994:
Requirement (a) Value of imports calculation of C.I.F (full costs) basis by the company during
financial year in respect of: -
(i) Raw materials
(ii) Components and spare parts;
(iii) Capital goods

Auditors’ Clarification: (i) Break up of Raw Materials:

Particulars Amount in Taka (Yr. 2011) Amount in Taka (Yr. 2010)
Yarn 611,050,910 525,038,783
Chemical 113,615,620 102,526,785
Accessories 255,052,635 280,040,321
Total 979,719,165 907,605,889

(ii) Nil
(iii) Break up of Capital goods:
Year 2011 Year 2010
Particulars
Currencies Amount in Taka Currencies Amount in Taka
Juki Brand New Sewing Machine USD 570,000 410,400,000 Nil Nil
Brushweding Roller, Touch screen and Euro 26,106 2,819,448 Nil Nil
Pile Belt
DMS 11 HT Jambo Fully Automatic Euro 152,250 14,759,115 Nil Nil
Dyeing Machine
Total 427,978,563

Requirement (b) Expenditure in foreign currency during the financial year on account of royalty,
know-how, professional consultancy fees, interest and other matters;
Auditors’ Clarification: Nil
Requirement (c) Value of all imported raw materials, spares parts and components consumed
during the financial year and value of all indigenous raw materials, spare parts and components
similarly consumed and percentage of each to the total consumption:
Auditors’ Clarification: Break up of Material Consumed:
Year 2011 Year 2010
Particulars
Amount in Taka Percentage Amount in Taka Percentage
Imported 137,050,225 15 148,484,824 17
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Local 776,617,942 85 724,955,315 83

Total 913,668,167 100 873,440,139 100

Requirement (d) The amount remitted during the year in foreign currencies on account of dividends
with a specific mention of the number of non-resident shareholders, the number of shares held by
them on which the dividends were due and the year to which the dividends related: -
Auditors’ Clarification: N/A

Requirement (e) Earning in foreign exchange classified under the following heads namely: -
(i) Exports for goods calculated on F.O.B basis:
(ii) Royalty, know-how, professional and consultancy fess;
(iii) Interest and dividend;
(iv) Other income, indicating the nature thereof
Auditors’ Clarification: There is no other earning in foreign exchange except export:
Particulars Amount in Taka (Yr. 2011) Amount in Taka (Yr. 2010)
Export Revenue $18,581,705 Equal Tk.1,393,627,887 $18,554,583 equal Tk.1,289,543,519

15. Disclose details about other income in note 35 of the audited accounts for the year ended
December 31, 2011
Auditors’ Clarification: Details are as follows:
Particulars Amount in Taka Remarks
Sub-Contract Revenue 59,268,000 SAMS Fashions, Priniti International, MAK Fashions,
Khan & Sons, Fashion FX.
Income from Cash 25,630,900 Cash subsidy was claimed at 5% on (i) 80% of the realized
Incentive value of FOB; or (ii) Fabric value, whichever is the lower.
Other Revenues 36,511,600 Sale proceeds of wastage
Interest on Investment 33,225,000 Interest on Investment A. J. Corporation Ltd
Interest on Bank Deposits 1,907,029
Total 15,654,2529
Sd/-
Place: Dhaka Moqbul Ahmed FCA
Dated: June 17, 2012 Partner, ATA KHAN & CO
Chartered Accountants

Auditor Certificate regarding number of knitting machines and name of products produced
by Generation Next Fashions Limited.
We certify, based on information and explanations provided by the Company that Generation Next
Fashions Limited has 17 LKM Machines and 4 Track Knitting Machines, totaling 21 knitting
machines for different types of fabrics and manufactures various types of ready-made garments such
as T- Polo Shirt, T-Shirt, Men Polo Shirt Short Sleeve, Ladies Polo Shirt Short Sleeve, Basic T-Shirt
and Printed T-Shirt, Women’s or Girls Trouser, Ladies Pant, Ladies Jacket, Men’s 2PK Woven
Short Trial, Basic T-Shirt and Static T-Shirt, Ladies Night Wear Set, Military Jogger, Women
Flannel Pyjama, Basic Drive+Fusion Tee, Ladies Tank Top etc.

Sd/-

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Place: Dhaka ATA KHAN & CO

Dated: February 22, 2012 Chartered Accountants

Auditors certificate regarding investment refund from A. J. Corporation Limited to

Generation Next Fashions Limited

After due verification, we certify that A. J. Corporation Limited have refund the investment made by
Generation Next Fashions Limited in A. J. Corporation Limited at Tk.221,500,000/-(twenty two
crore fifteen lac) alongwith interest amount Tk.41,531,250/- (four crore fifteen lac thirty one
thousand two hundred fifty) interest rate 15% p.a for 15 (fifteen) months, totaling Tk. 263,031,250/-
(twenty six crore thirty lac thirty one thousand two hundred fifty) only.

Sd/-
Place: Dhaka ATA KHAN & CO
Dated: May 28, 2012 Chartered Accountants

Report as per section 135 (1) of the Companies Act, 1994

We report as per Section 135 (1) and Part II of Schedule III of the Companies Act, 1994 that Generation Next Fashions Limited has
prepared the following Comparative Balance Sheet (Statement of Assets and Liabilities) as at 31 December 2007, 2008, 2009, 2010 and
2011 and Comparative Income Statement (Statement of Profit and Losses) for the year ended 31 December 2007, 2008, 2009, 2010 and
2011has been audited by us. Our responsibility is limited to review the corresponding audited financial statements.
We confirm that the following information have been correctly extracted from those audited financial statements:
1 Generation Next Fashions Limited was incorporated vide Reg No.''C-53966(661)/2004 on 19, August 2004
2 The comparative financial statements are as follows:

Comparative Income Statement

Statement of Profit and losses as per Para 24(2) a of part II of Schedule III
for the year ended December 2007, 2008, 2009, 2010 & 2011

Amount in Taka
Particulars 31-Dec-11 31-Dec-10 31-Dec-09 31-Dec-08 31-Dec-07

A Sales Revenue 1,393,627,887 1,289,543,519 1,014,538,165 601,118,585 343,193,871

B Cost of Goods Sold 1,082,489,912 1,021,092,324 807,425,529 443,409,375 279,642,969

C Gross Profit (A-B) 311,137,975 268,451,195 207,112,636 157,709,210 63,550,902

D Administrative Expenses 95,186,547 98,747,472 79,651,392 49,791,947 51,398,322

E Operating Profit (C-D) 215,951,428 169,703,723 127,461,244 107,917,263 12,152,580

F Financial Expenses 153,988,754 169,149,917 164,891,128 123,378,056 53,788,597

G Other Income 156,542,529 112,505,521 115,397,056 71,356,802 69,849,761

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H Net Profit /(Loss) before tax 218,505,203 113,059,327 77,967,172 55,896,009 28,213,744

I Provision for Income tax 36,093,138 19,269,786 8,491,050 4,818,732 4,424,603

J Net Profit (Loss) after Tax 182,412,065 93,789,541 69,476,122 51,077,277 23,789,141

K Fully Diluted Earning per Share (EPS) 2.09 2.68 14.72 10.82 5.04

Comparative Balance Sheet

Statement of Assets & Liabilities as per 24 (2) (b) of Para II of Schedule III to the Companies Act, 1994
As at 31st December 2007, 2008, 2009, 2010 & 2011
Amount in Taka
Particulars 31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007
A. NON-CURRENT ASSETS 2,267,152,562 1,717,956,510 1,484,787,328 1,313,598,258 663,365,084
Property, Plant & Equipment 1,432,890,110 1,289,999,471 1,196,135,081 1,134,603,222 534,288,300
Capital Works-in-Progress 579,537,452 427,957,039 288,510,657 178,853,446 128,935,194
Investments 254,725,000 - -
Preliminary Expenses - - 141,590 141,590 141,590
B. CURRENT ASSETS 1,014,789,671 896,098,045 580,122,981 461,236,228 206,859,103
Inventories 520,641,340 362,034,597 281,807,010 225,590,251 86,398,829
Accounts Receivable 398,571,089 367,141,772 273,141,610 214,145,294 91,412,590
Loans, Advances, Deposits & Pre-Payments 81,423,358 89,938,221 15,993,796 4,980,629 2,434,976
Cash & Cash Equivalents 14,153,884 76,983,455 9,180,565 16,520,054 26,612,708
C. CURRENT LIABILITIES & PROVISIONS 953,478,661 798,540,477 448,341,818 299,476,917 193,738,350
Accounts & Other Payables 21,843,850 10,487,094 6,360,858 14,748,321 3,878,426
Accrued Expenses 77,786,796 41,403,343 25,442,758 10,489,675 4,782,534
Bank Overdraft 31,207,424 30,913,010 31,275,906 31,199,495 30,901,074
Short Term Bank Credits 566,176,664 428,399,941 219,748,335 69,618,714 117,852,935
Deferred L/C Liabilities 137,891,927 143,095,210 165,513,961 173,420,712 36,323,381
Current Maturity of Long Term Loans 118,572,000 144,241,879 - - -
D. NET CURRENT ASSETS (B-C) 61,311,010 97,557,568 131,781,163 161,759,311 13,120,753

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 Issuer: Issue Manager:

E. NET ASSETS (A+D) 2,328,463,572 1,815,514,077 1,616,568,491 1,475,357,569 676,485,837

F. SHAREHOLDERS' EQUITY 1,973,443,879 1,019,381,814 675,592,273 617,704,457 59,737,292

Share Capital 871,650,000 350,000,000 47,200,000 47,200,000 47,200,000
Share Premium 250,000,000 - - - -
Proposed Bonus Share - - 52,800,000 - -
Revaluation Surplus 506,889,888 506,889,888 495,301,582* 506,889,888 -
Retained Earnings 344,903,991 162,491,926 80,290,691 63,614,569 12,537,292

G. SHARE MONEY DEPOSIT - 212,950,000 200,000,000 - -

H. LONG TERM LOAN 355,019,693 583,182,263 740,976,218 857,653,112 616,748,545
Long Term Bank Loan 355,019,693 583,182,263 690,347,319 607,024,213 471,354,793
Other Loans - - 50,628,899 250,628,899 145,393,752
I. LIABILITIES & SHAREHOLDERS' EQUITY (F+G+H) 2,328,463,572 1,815,514,077 1,616,568,491 1,475,357,569 676,485,837

Net Assets Value Per Share of Tk.10 each (NAVPS) 22.64 29.13 143.13 130.87 12.66

* The company excluded additional depreciation amount charged on the revaluation surplus from the
revaluation surplus amount in the balance sheet in 2009. The rectification has been made in the Accounts for
the year ended 31 December 2010 as “Prior’s Year Adjustment”.

Comparative Statement of Cash Flow

For the year ended 2007, 2008, 2009, 2010 and 2011

Amount in Taka

Particulars 31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007

CASH FLOWS FROM OPERATING
A. 87,398,905 (92,264,637) (28,470,707) (32,576,373) (32,358,097)
ACTIVITIES:
Cash Received from Customers 1,518,741,099 1,308,048,878 1,070,938,904 549,742,683 367,217,596
Cash Payment for Materials and
(1,431,342,194) (1,400,313,515) (1,099,409,611) (582,319,056) (399,575,693)
Expenses
CASH FLOWS FROM INVESTING
(593,167,163) (348,248,005) (212,397,921) (170,485,048) (328,855,297)
B. ACTIVITIES:
Acquisition of Fixed Assets (186,861,750) (134,857,198) (102,740,710) (120,566,795) (333,344,828)
Expenditures for Capital Work-in-
(151,580,412) (213,390,807) (109,657,211) (49,918,253) 4,489,531
Progress
Investments (254,725,000) - - - -
Expenditure against Preliminary
- - - - -
Expenses
CASH FLOWS FROM FINANCING
442,938,688 508,315,532 233,529,139 192,968,767 370,251,789
C. ACTIVITIES:
Bank Overdraft Received/(Repaid) 294,414 (362,896) 76,412 298,421 20,367,958
Issue of Share Capital at par Premium 771,650,000 250,000,000 - - -
Short Term Bank Credit
137,776,723 208,651,606 150,129,621 (48,234,221) 82,454,863
Received/(Repaid)
Long Term Loan (Repaid)/Received (253,832,449) 37,076,823 83,323,106 135,669,420 226,373,803
Share Money Deposit
(212,950,000) 12,950,000 200,000,000 - -
(Adjusted)/Received
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 Issuer: Issue Manager:

Other Loans (Repaid)/Received - - (200,000,000) 105,235,147 41,055,165

Net Increase/(Decrease) in cash & cash
equivalents (A+B+C)
(62,829,570) 67,802,890 (7,339,489) (10,092,654) 9,038,395
D.
Cash & Cash equivalents at the
76,983,455 9,180,565 16,520,054 26,612,708 17,574,313
E. beginning of the period
Cash & Cash equivalents at the end of
14,153,885 76,983,455 9,180,565 16,520,054 26,612,708
F. the period (D+E)
Operating Cash Flow Per Share 1.00 (2.64) (6.03) (6.90) (6.86)

3 No dividend, except stock dividend at approx 112% (528 bonus shares for 472 shares held) for the year ended 31 December 2009,
was declared to date.
4 The Company has no subsidiaries.
5 No proceeds part of the proceeds of the issue of shares were applied by the Company in purchase of any Business.

Sd/-
Dated, Dhaka; ATA KHAN & CO.
March 20, 2012 Chartered Accountants

Generation Next Fashions Ltd.

Auditors' Certificate regarding the calculation of EPS & other ratio(s)
" Selected Ratio as specified in Rule 8B (20) (c) - Annexure-B of the Securities and Exchange
Commission (Public Issues) Rules, 2006 "

For the year ended

Particulars Formula
31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007
Liquidity ratios :
Current assets / Current
Current ratio (Times) 1.06 1.12 1.29 1.54 1.07
liabilities
Quick (Acid Test) ratio (Current assets-
0.52 0.67 0.66 0.78 0.62
(Times) Inventories)/Current liabilities

Times interest earned ratio

EBIT/Interest Expense 2.73 1.80 1.58 1.53 1.62
(Times)
Debt to equity ratio
Total debt/Total equity 0.66 1.56 2.05 1.87 13.56
(Times)
Operating ratios :

Accounts receivable Net credit sales/Average net

turnover ratio or average receivable or Accounts 104 104 98 130 97
collection period (days) Receivables/Revenue per day

Inventory turnover ratio Cost of sales/Average inventory 2.45 3.17 3.18 2.84 3.24

Turnover/Average total assets

Total asset turnover ratio 0.42 0.49 0.49 0.34 0.39
Total Revenue/Total Assets

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 Issuer: Issue Manager:

Profitability ratios :
Gross profit margin Gross profit/Turnover 0.22 0.21 0.20 0.26 0.18
Operating profit margin Operating profit/Turnover 0.15 0.13 0.13 0.18 0.03
Net Profit Margin
Net profit after tax/Turnover 0.13 0.07 0.07 0.08 0.07
(NPATM)
Return on Assets (ROA) Net profit after tax/Total assets 0.05 0.04 0.03 0.03 0.03
Return on Equity (ROE) Net profit after tax/Total equity 0.09 0.09 0.08 0.08 0.40
Net profit after tax attributable
to ordinary
Earnings Per Share (Taka) 2.09 2.68 14.72 10.82 5.04
shareholders/ordinary shares
outstanding
Net profit after tax attributable
Earnings Per Share - to ordinary shareholders/latest
2.09 1.07 0.80 0.59 0.27
diluted (Taka) no. of ordinary shares
outstanding
Face value per share Share amount/number of shares 10.00 10.00 10.00 10.00 10.00

Sd/-
Dated, Dhaka; ATA KHAN & CO.
March 20, 2012 Chartered Accountants

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 Issuer:

For the year ended

Particulars Formula 31.12.2011 31.12.2010 31.12.2009 31.12.2 008 31.12.2007
Calculation Ratio Calculation Ratio Calculation Ratio Calculation Ratio Calculation Ratio
Liquidity ratios :
1,014,789,071 896,098,045 580,122,981 461,236,227 206,859,104
Current ratio (Times) Current assets / Current liabilities 1.06 1.12 1.29 1.54 1.07
953,478,661 798,540,477 448,341,818 299,476,916 193,738,350
(Current assets- 494,147,731 534,063,448 298,315,971 235,645,976 120,460,275
Quick (Acid Test) ratio (Times) 0.52 0.67 0.66 0.78 0.62
Inventories)/Current liabilities 953,478,661 798,540,477 448,341,818 299,476,916 193,738,350
Times interest earned ratio 344,918,099 254,495,074 213,004,849 160,366,485 73,225,224
EBIT/Interest Expense 2.73 1.80 1.58 1.53 1.62
(Times) 126,412,896 141,435,748 135,037,677 104,470,476 45,011,480
1,308,498,354 1,594,672,740 1,389,318,035 1,157,130,028 810,486,895
Debt to equity ratio (Times) Total debt/Total equity 0.66 1.56 2.05 1.87 13.56
1,973,443,879 1,019,381,814 675,592,273 617,704,457 59,737,292
Operating ratios :
Accounts receivable turnover Net credit sales/Average net 398,571,089*365 367,141,772*365 273,141,610*365 214,145,294*365 86398829*365
ratio or average collection receivable or Accounts 104 104 98 130 97
period (days) Receivables/Revenue per day 1,393,627,887 1,289,543,519 1,014,538,165 601,118,585 343,193,871

1,082,489,912 1,021,092,324 807,425,529 443,409,375 279,642,969

Inventory turnover ratio Cost of sales/Average inventory 2.45 3.17 3.18 2.84 3.24
441,337,969 320,141,691 253,698,636 155,994,540 86,398,829
Turnover/Average total assets 1,393,627,887 1,289,543,519 1,014,538,165 601,118,585 343,193,871
Total asset turnover ratio 0.42 0.49 0.49 0.34 0.39
Total Revenue/Total Assets 3,281,942,233 2,614,054,555 2,064,910,309 1,774,834,485 870,224,187
Ratio Calculation

Profitability ratios :
311,137,975 267,019,445 207,112,636 157,709,210 63,550,902
Gross profit margin Gross profit/Turnover 0.22 0.21 0.20 0.26 0.18
1,393,627,887 1,289,543,519 1,014,538,165 601,118,585 343,193,871
215,951,428 169,703,723 127,461,244 107,917,263 12,152,580
Operating profit margin Operating profit/Turnover 0.15 0.13 0.13 0.18 0.03
1,393,627,887 1,289,543,519 1,014,538,165 601,118,585 343,193,871
182,412,065 93,789,541 69,476,122 51,077,277 23,789,141
Net Profit Margin (NPATM) Net profit after tax/Turnover 0.13 0.07 0.07 0.08 0.07
1,393,627,887 1,289,543,519 1,014,538,165 601,118,585 343,193,871
182,412,065 93,789,541 69,476,122 51,077,277 23,789,141
Return on Assets (ROA) Net profit after tax/Total assets 0.05 0.04 0.03 0.03 0.03
3,281,942,233 2,614,054,555 2,064,910,309 1,774,834,485 870,224,187
182,412,065 93,789,541 69,476,122 51,077,277 23,789,141
Return on Equity (ROE) Net profit after tax/Total equity 0.09 0.09 0.08 0.08 0.40
1,973,443,879 1,019,381,814 875,592,273 617,704,457 59,737,292
Net profit after tax attributable to 182,412,065 93,789,541 69,476,122 51,077,277 23,789,141
Earnings Per Share (Taka) 2.09 2.68 14.72 10.82 5.04
ordinary shareholders/ordinary 87,165,000 35,000,000 4,720,000 4,720,000 4,720,000
Earnings Per Share - diluted Net profit after tax attributable to 182,412,065 93,789,541 69,476,122 51,077,277 23,789,141
(Taka) ordinary shareholders/latest no. 2.09 1.07 0.80 0.59 0.27
87,165,000 87,165,000 87,165,000 87,165,000 87,165,000
Issue Manager:

of ordinary shares outstanding

Face value per share Share amount/number of shares 10.00 10.00 10.00 10.00 10.00

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Issuer: Issue Manager:

DISCLOSURES BY MANAGEMENT
1. Sales growth of GNFL for the year 2011, 2010, 2009, 2008 and 2007 was 8.07%, 27.1%,
68.78%, 75% and 443%. Explanation from the company regarding the inconsistency in the
sales growth:

It may be analyzed that the sales growth of the company has reduced year on year over the course of
the past 5 years. The reason for this is simple; the company only went into commercial operation in
mid-2006, thus the revenue was only earned for a portion of the year in 2006 in comparison to
revenue earned for the entire year the following year; the sales growth for the earliest 3 years was
much higher than the next two years; as the company started in 2006 with no previous revenue, its
rapid employment of workers and procurement of orders meant that sales grew astronomically in the
first 3 years; this is quite common for a new manufacturing entity. As capacity utilization neared
optimum starting from 2010, the possibility for sales growth gradually reduced. It may also be
mentioned that yarn prices in 2010 were significantly higher than 2011, which meant higher unit
prices for end products thus increased sales per unit in 2010 against 2011; this may also explain
reason for slower sales growth in 2011.

2. Reasons for increasing net profit in 2011 by 94% over 2010 while sales revenue is increased
by only 8.07%:

The net profit in 2011 has increased due to enhanced export sales revenue, decrease in
administrative and selling expenses, reduced financial expenses and increase in other income that
included other revenue (sale proceeds of wastage) and interest income from investment into A. J.
Corporation Limited. It may also be mentioned, that cost of goods sold as a % of sales has reduced
in 2011 in comparison to 2010 partly due to lower yarn prices, which has also contributed to
increased profitability in 2011.
Particulars Dec 31, 2011 Dec 31, 2010 Difference % Change
Sales Revenue 1,393,627,887 1,289,543,519 104,084,368 8.07%
Less: Cost of Goods Sold 1,082,489,912 1,021,092,324 61,397,588 6.01%
Gross Profit 311,137,975 268,451,195 42,686,780 15.90%
Less: Administrative & -3.61%
95,186,547 98,747,472 (3,560,925)
Selling Expenses
Operating Profit 215,951,428 169,703,723 46,247,705 27.25%
Add: Other Income 156,542,529 112,505,521 44,037,008 39.14%
Less: Financial Expenses 153,988,754 169,149,917 (15,161,163) -8.96%
Net Profit Before Tax 218,505,203 113,059,327 105,445,876 93.26%
Provision for Income Tax 36,093,138 19,269,786 16,823,352 87.30%
Net Profit After Tax 182,412,065 93,789,541 88,622,524 94.49%

3. Explanation of Management regarding cash flow statement for the year ended 2011 showing
cash flows from operating activities as Tk. 8,73,98,905/-, which were negative during previous
5 years.

Cash flow statement for the year ended 2011 itself explains reasons for positive cash flow from
operating activities. Cash flows from operating activities is positive because of increased sales
revenue and collections and other income compared to the previous 5 (five) years.
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Issuer: Issue Manager:

4. Creation of workers profit participation funds (WPPF) from 2012;

The company, vide its Board Meeting dated June 14, 2012, unanimously decided to create workers
profit participation fund from 2012.
Information included as per SEC’s notification no.
SEC/CMRRCD/2008/115/admin/30 dated October 05, 2011

1. Earnings per Share (EPS) on fully diluted basis (The total existing no. of shares):
Particulars Amount in Taka
Net profit after Tax 182,412,065
No. of shares before IPO 87,165,000
Earnings per Share (EPS) on fully diluted basis 2.09

2. Net profit excluding Extra-ordinary income or non-recurring income coming from other
than core operations:
Particulars Amount in Taka
Net profit after Tax 182,412,065
Non-recurring income 35,132,029
Net profit after tax except Non-recurring income 147,280,036

3. Earnings per shares excluding extra-ordinary income or non-recurring income coming from
other than core operations:
Particulars Amount in Taka
Net profit after Tax 182,412,065
Non-recurring income 35,132,029
Net profit after tax except Non-recurring income 147,280,036
No. of shares before IPO 87,165,000
Earnings per Share (EPS) on fully diluted basis 1.69

4. Net Asset Value per Share

a) The company revalued its assets in 2008.
b) Net Asset Value with and without Revaluation Reserve based on fully diluted basis:
Particulars Amount in BDT (31.12.2011)
Non-current Assets 2,267,152,562
Current Assets 1,014,789,671
A. Total Assets 3,281,942,233
Non-current Liabilities 355,019,693
Current Liabilities 953,478,661
B. Total Liabilities 1,308,498,354
C. Net Asset Value 1,973,443,879
D. Revaluation Surplus 506,889,888
E. No. of Share 87,165,000
NAV considering revaluation surplus (C/E) 22.64
NAV without considering revaluation surplus ((C-D)/E) 16.83

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 Issuer: Issue Manager:
“েশয়ারবাজাের িবিনেয়াগ ঝু িকপূর্ণ। েজেন o বুেঝ
িবিনেয়াগ করুন।”

SECTION 32: Application Form

“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”
Generation Next Fashions Limited
Application Form
APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI(S)
Warning: Please read the instructions at the back of this form. Incorrectly filled applications may be rejected
The Managing Director
Generation Next Fashions Limited Banker’s Sl no:
Building # 348,Road # 5
DOHS Baridhara, Dhaka-1206
Dear Sir,
I/we apply for and request you to allot me/us the ……….number of Shares and I/we agree to accept the same or any smaller number that may
be allotted to me/us upon the 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 and deposit the said shares to
my/our BO (Beneficiary Owner) 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.10/- each at par.
2. Amount of Tk. (in figure), ………………, Taka (in words) ………………………………………………………………only deposited vide
Cash/Cheque/Draft/Pay Order No……………………….dated …..………….. on …….……......………..Bank…………………… Branch.
3. Beneficiary Owner (B/O) Account Number

(If you do not mention your valid BO (Beneficiary Owner) account number, your application will be treated as invalid)
4. I/we agree to fully abide by the instructions given herein.
5. Particulars of Applicant(s):
a) Sole/First Applicant
Name: Mr./Mrs./Ms.
Father’s/Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality: Telephone No. (If any):
For refund warrant (Application will not be treated as valid if any one uses a non-scheduled bank. To avoid this complication, investors are requested
not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch
For refund purpose: Applicant’s Bank A/C No:
Name of the Bank: Branch:
The applicant shall provide the same bank account number in the application form as it is in the BO account of the applicant.
b) Second Applicant
Name: Mr./Mrs./Ms.
Father’s/Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality: Telephone No. (If any):
6. I/We hereby declare that I/We have read the Prospectus of Generation Next Fashions Limited and have willingly subscribed for
……………… no. of shares of Tk.10/- each at par.
7. Specimen Signature(s):
Name (in Block Letters) Signature:
Sole / First Applicant
Second Applicant
……………………………………………………………………………………………………………………………………………………….
BANK’S ACKNOWLEDGEMENT
Certified that this Bank has received Tk. (in figure) …………………… (in words) …………………………………… only from Mr./Mrs./Ms.
………………………………………being the application money for …………….. nos. of ordinary shares of Generation Next Fashions
Limited
Bankers Sl. No. Seal & Date Authorized Signature
(Name & Designation)

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Issuer: Issue Manager:

INSTRUCTIONS
1. As per provision of the Depository Act, 1999 and regulations made there under 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 on typed copy/hand written form thereof.
4. Application must not be for less than 500 ordinary shares and must be for a multiple of 500 ordinary shares. Any
application not meeting these criterions 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 favoring “GENERATION NEXT FASHIONS 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 a joint application form, the Allotment letter will be dispatched to the person whose name appears first
on this application form and where 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. Applications must be in the 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
companies must be accompanied by Memorandum of Association and Articles of Associations and Certificate of
Incorporation.

9. An applicant cannot submit 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, all applications will be treated as
invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money
will be forfeited by the Commission and the balance amount will be refunded to the applicant.
10. No receipt will be issued for the payment made with application, but the bankers will issue a provisional
acknowledgement to the issue for application lodged with them.
11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application
Forms are maintained with the Bankers to the Issue, refund amount of those applicants will be directly credited into
the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made only
through “Account Payee” cheque(s) showing bank account number and name of bank and 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.
13. Making of any false statement in the application or supplying of incorrect information therein or suppressing any
relevant information shall make the application liable to rejection and subject to forfeiture of application money and /
or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited Application money
or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may
be in addition to any other penalties as may be provided for by the law.
14. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be
considered for allotment purpose.
15. The Bankers’ to the Issue 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 have been published.The applicants who have applied for more
than two applications using same bank account, their application will not be considered for lottery and the
Commission will forfeit 15% (fifteen) of their subscription money too.

Prospectus
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 Issuer: Issue Manager:

BANKERS TO THE ISSUE

Investment Corporation of Bangladesh

Head Office, Dhaka Khulna Br. Khulna Chittagong Br., Chittagong Sylhet Br., Sylhet
Local Office, Dhaka Rajshahi Br.Rajshahi Barisal Br., Barisal Bogra Br., Bogra

Dhaka Bank Limited

Bhulta Br. Narayangonj CDA Avenue Br. Chittagong Cox's Bazar Br. Cox's Bazar Comilla Br. Comilla
Goran Business Center, Dhaka Khilgaon Br. Dhaka KDA Avenue Br. Khulna Mirpur Br. Dhaka
Savar Bazar Br. Dhaka Uposhahar Br. Uposhahar

Standard Chartered Bank

Motijheel (OPC) Br., Dhaka Mirpur (OPC) Br., Dhaka Nasirabad Br., Chittagong Agrabad Br., Chittagong
Khulna Br., Khulna Bogra Br., Bogra Sylhet Br. Sylhet

National Bank Limited

Bangshal Road Br., Dhaka Babubazar Br., Dhaka Banani Br., Dhaka Dhanmondi Br., Dhaka
Mirpur Br., Dhaka Elephant Road Br., Dhaka Foreign Ex. Br., Dhaka Gulshan Br., Dhaka
Imamganj Br., Dhaka Islampur Br., Dhaka Jatrabari Br., Dhaka Kawran Bazar Br., Dhaka
Lake Circus Br., Dhaka Malibagh Br., Dhaka Chawk Bazar Br., Chittagong Rokeya Sarani Br.,
Mohakhali Br., Dhaka Mohammadpur Br., Dhaka Motijheel Branch, Dhaka Naranyganj Br. Narayanganj
New Eskaton Br., Dhaka North Brook Hall Br., Dhaka Pragati Sarani Br., Dhaka Savar Bazar Br., Dhaka
Uttara Br., Dhaka Z H Skder M.C. Br., Dhaka Netaigonj Br., Dhaka Khatungonj Br., Chittagong
Agrabad Br., Chittagong

IFIC Bank
Federation Br. Dhaka Pallabi Br. Dhaka Agrabad Br. Chittagong Dinazpur Br. Dinazpur
Dhanmondi Br. Dhaka Lalmatia Br. Dhaka CDA Avenue Br. Chittagong Khulna Br. Khulna
Pragoti Sarani Br. Dhaka Banani Br. Dhaka Madam Bibir Hat Br. Chittagong Boro Bazar Br. Khulna
North Book Hall Road. Dhaka Uttara Br. Dhaka Sk. Mujib Road Br. Chittagong Jessore Br. Jessore
Elephant Road Br. Dhaka Malibagh Br. Dhaka Cox’s Bazar Br. Cox's Bazar Kushtia Br. Kushtia
Islampur Br. Dhaka Comilla Br. Comilla Narayanganj Br. Narayanganj Narsingdi Br. Narsingdi
Shantinagar Br. Dhaka Barisal Br. Barisal Brahmanbaria Br. Brahmanbaria Sylhet Br. Sylhet
Kawran Bazar Br. Dhaka Feni Br. Feni Choumuhani Br. Noakhali Moulvi Bazar Br. Sylhet
Nayapaltan Br. Dhaka Faridpur Br. Faridpur Mymensingh Br. Mymensingh Uposhohor Br. Sylhet
Stock Exchange, Dhaka Bogra Br. Bogra Rajshahi Br. Rajshahi Tultikar Br. Sylhet
Moakhali Br. Dhaka Pabna Br. Pabna Rangpur Br. Rangpur
One Bank Limited
Principal Br. Dhaka Kakrail Br. Dhaka Khatunganj Br. Chittagong Sylhet Br. Sylhet
Motijheel Br. Dhaka Jatrabari Br. Dhaka CDA Avenue Br. Chittagong Sherpur Br. Moulvi Bazar
Kawran Bazar Br. Dhaka Nawabgonj Br. Dhaka Nanupur Bazar Br. Chittagong Islampur Br. Sylhet
Gulshan Br. Dhaka Bangshal Br. Dhaka Jubilee Road Br. Chittagong Jessore Br. Jessore
Mirpur Br. Dhaka Banani Br. Dhaka Cox’s Bazar Br. Cox's Bazar Bogra Br. Bogra
Uttara Br. Dhaka Imamganj Br. Dhaka Chowmuhuni Br. Noakhali Sirajgonj Br. Sirajgonj
Dhanmondi Br. Dhaka Joypara Br. Dhaka Chandragonj Br. Lakshmipur Laksham Br. Comilla
Ganakbari (EPZ) Br. Dhaka Banasree Br. Dhaka Agrabad Br. Chittagong Ramganj Br. Laxmipur
Elephant Road Br. Dhaka Feni Br. Feni Dagon Bhuiyan Br. Feni Narayanganj Br.
Progoti Sharani Br. Dhaka Raipur Br. Laxmipur Maijdee Court Br. Noakhali

BRAC Bank Limited

Asad Gate Br. Dhaka Manda Br. Dhaka Agrabad Br.Chittagong Jessore Br. Jessore
Banani Br. Dhaka Mirpur Br. Dhaka CDA Avenue Br. Chittagong Khulna Br. Khulna
Bashundhara Br. Dhaka Nawabpur Br. Dhaka Halisohor Br. Chittagong Barisal Br. Barisal
Donia Br. Dhaka Rampura Br. Dhaka Kazirdeuri Br. Chittagong Zindabazar Br. Sylhet
Eskaton Br. Dhaka Shyamoli Br. Dhaka Momin Road Br. Chittagong Potia Branch, Potia
Graphics Building Br. Dhaka Uttara Br. Dhaka Bogra Br. Bogra
Gulshan Br. Dhaka Narayanganj Br. Narayangonj Rajshahi Br. Rajshahi

Prospectus
Page | 100
 Issuer: Issue Manager:

Bank Asia Limited

Principal Office , Motijheel C.A., Progoti Sarani Branch, Dhaka Agrabad Branch, Chittagong Shantinagar Branch, Dhaka
Dhaka
Corporate Branch, Dhaka MCB Dilkusha Branch, Dhaka MCB Sk. Mujib Road Branch, Chittagong Mohakhali Branch, Dhaka
Gulshan Branch, Dhaka Scotia Branch, Dhaka Station Road Branch, Chittagong Mirpur Branch, Dhaka
Uttara Branch, Dhaka MCB Banani Branch, Dhaka Khatunganj Branch, Chittagong Sylhet Uposhahar Branch, Sylhet
North South Rd. Branch, Dhaka Mitford Branch, Dhaka Bahadderhat Branch, Chittagong Bogra Branch, Bogra
Bashundhara Branch, Dhaka Dhanmondi Branch, Dhaka CDA Avenue Branch, Chittagong Khulna Branch, Khulna
Moghbazar Branch, Dhaka Sylhet Main Branch, Sylhet Anderkilla Branch, Chittagong
Rajshahi Branch, Rajshahi Jessore Branch, Jessore Kamal Bazar Branch, Chittagong

The City Bank Limited

B B Avenue Br., Dhaka Pragati Sarani Br., Dhaka Narsingdi Br., Narsingdi Khulna Br., Khulna
Dhaka Chamber Br., Dhaka Tanbazar Br., Narayangonj Zinda Bazar Br., Sylhet Jessore Br., Jessore
Dhanmondi Br., Dhaka Zinzira Br., Dhaka Bandar Bazar Br., Sylhet Barisal Br., Barisal
Shaymoli Br. Dhaka Tongi Br., Dhaka Amborkhana Br., Sylhet Chawkbazar Br., Chittagong
Imamgonj Br., Dhaka Agrabad Br., Chittagong Moulvi Bazar Br., Sylhet Pahartoli Br., Chittagong
Johnson Road Br., Dhaka Jubilee Road Br., Chittagong Rajshahi Br., Rajshahi Comilla Br., Comilla
Kawran Bazar Br., Dhaka Khatungonj Br., Chittagong Bogra Br., Bogra Islampur Br., Dhaka
New Market Br., Dhaka Andarkilla Br., Chittagong Rangpur Br., Rangpur Nawabgonj Br., Dhaka
VIP Road Br., Dhaka Cox's Bazar Br., Chittagong Sirajgonj Br., Sirajgonj Nawabpur Br., Dhaka

Eastern Bank Limited

Principal Branch, Dilkusha, Dhaka Narayanganj Branch Bogra Branch, Bogra Moulvi Bazar Branch, Sylhet
Motijheel Branch, Dhaka Jessore Branch Khulna Branch, Khulna Khatunganj Branch, Chittagong
Mirpur Branch, Dhaka Choumuhoni Branch Rajshahi Branch, Rajshahi Shyamoli Branch, Dhaka
Bashundhara Branch, Dhaka Agrabad Branch, Chittagong Savar Branch, Savar, Dhaka

Prospectus
Page | 101
 Issuer: “েশয়ারবাজাের িবিনেয়াগ ঝু িকপূর্ণ। েজেন o বুেঝ Issue Manager:
িবিনেয়াগ করুন।”

“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”
Generation Next Fashions Limited
Application Form
APPLICATION FOR SHARES BY NON-RESIDENT BANGLADESHI(S)
(TO BE SENT DIRECTLY TO THE COMPANY’S CORPORATE OFFICE)
Warning: Please read the instructions at the back of this form: Incorrectly filled applications may be rejected.
The Managing Director
Generation Next Fashions Limited
Building # 348,Road # 5
DOHS Baridhara, Dhaka-1206

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 the 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 and credit the said shares to my/our BO (Beneficiary Owner) 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. 10/- each at par.

2. Amount of Tk. (in figure)…………………………… (in words) ……………………………………………
only convertible into US Dollar 1=Tk. …………, UK Pound Sterling 1 =Tk..…………. and EURO 1=Tk.………………..
3. Payment by Cheque/ Draft No. ………………………….…...………..date………………………………..…………for
US Dollar or UK Pound Sterling or EURO or Tk.…………………………………………………………………….. drawn
on……………………………..………..Bank…………………………………..………………….Branch.
4. Depository (BO) Account Number

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)
5. I/ We agree to fully abide by the instructions given herein.
6. Particulars of Applicant(s)
a. Sole/First Applicant
Name: Mr./Mrs./Ms.
Father’s/Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality:
Passport No: Valid Up to:
Date of birth: Telephone No. (If any):
For refund warrant (Application will not be treated as valid if anyone uses a non-scheduled bank. To avoid this complication, investors are
requested not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch:
For refund purpose: Applicant’s Bank A/C No:
Name of the Bank: Branch:
The applicant shall provide the same bank account number in the application form as it is in the BO account of the applicant.

b. Second Applicant
Name: Mr./Mrs./Ms.
Father’s/Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality:
Passport No: Valid Up to:
Date of birth: Telephone No. (If any):

c. Nominee

Prospectus
Page | 102
 Issuer: Issue Manager:

Name:
Mailing Address:
7. I/ We hereby declare that I/we have read the Prospectus of Generation Next Fashions Limited and have willingly
subscribed for …………………….. No. of Ordinary Shares of Tk.10/- each at par on this form.

8. Specimen Signature(s)

Name (in Block Letters) Signature

st
1 Applicant
2nd Applicant
Nominee’s Name

INSTRUCTIONS

1. As per provision of the Depository Act, 1999 and regulations made there under 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. An application must not be for less than 500 Ordinary Shares and must be for a multiple of 500 ordinary shares. Any
application not meeting this criterion will not be considered for allotment purpose.

4. An 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 “Generation
Next Fashions Limited” and crossed “Account Payee only”.

5. An application shall be sent by the applicant directly to the Company by September 20, 2012 so as to reach the
Company by September 29, 2012. Applications sent after September 20, 2012 or received by the Company after
September 29, 2012 will not 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 at the same rate as stated on the application form through Account Payee cheque payable at Dhaka with
bank account number, Bank’s name and Branch as indicated in the securities application form.

7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions by SEC.

8. Money receipt on 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 of refund shall be made to the first
applicant. Note that a non-resident Bangladeshi (NRB) applicant cannot submit more than two applications, one in
his/her own name and another jointly with another person by one cheque/DD/PO by USD/GBP/Euro/BDT (supported
by a foreign currency encashment certificate). More than two applications by one cheque/DD/PO by
USD/GBP/Euro/BDT (supported by a foreign currency encashment certificate) will not be allowed.

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

12. The intending NRB applicants shall deposit share money by US Dollar/UK Pound Sterling/EURO draft drawn on any
Bank 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, for the value of securities applied for through crossed bank cheque marking “Account Payee only”. So that the
issuer’s collecting bank can clear the proceeds and deposit the same into issuer bank’s account in time.

Prospectus
Page | 103
Issuer: Issue Manager:

13. The spot buying rate (TT Clean) in US Dollar, UK Pound Sterling and EURO of Sonali Bank at the day of
subscription opening will be applicable for the Non Resident Bangladeshi (NRB) applicants.

14. The applicant shall furnish photocopies of relevant pages of valid passports 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 support of their
being a NRB as mentioned in para-14 (above).

16. An applicant cannot submit 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, all applications will be treated as
invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money
will be forfeited by the Commission and the balance amount will be refunded to the applicant.

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 have been published.

18. In case of non-allotment of the ordinary shares, if the applicants’ bank accounts as mentioned in their application
forms are maintained with any of the bankers to the issue, the amount refunded to those applicants will be directly
credited into their respective bank accounts as mentioned in their application forms. Otherwise, refunds will be made
only through “Account Payee” cheque(s) with bank account number and name of the bank branch as mentioned in the
application form, payable at Dhaka or Chittagong, Khulna, Barisal, Rajshahi or Sylhet, as the case may be.

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

THE NRB APPLICATION ALONG WITH THE FOREIGN CURRENCY DRAFT, AS ABOVE, IS TO BE
SUBMITTED TO THE COMPANY’S HEAD OFFICE DIRECTLY WITHIN THE STIPULATED TIME
MENTIONED IN PARA 5.

Prospectus
Page | 104
 Issuer: Issue Manager:

“েশয়ারবাজাের িবিনেয়াগ ঝু িকপূর্ণ। েজেন o বুেঝ

িবিনেয়াগ করন।”
“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”
Generation Next Fashions Limited
Application Form
APPLICATION FOR SHARES BY AFFECTED SMALL INVESTORS (kিতgs kdু িবিনেয়াগকারী)
Warning: Please read the instructions at the back of this form. Incorrectly filled applications may be rejected
The Managing Director
Generation Next Fashions Limited Banker’s Sl no:
Building # 348,Road # 5
DOHS Baridhara, Dhaka-1206
Dear Sir,
I/we apply for and request you to allot me/us the ……….number of Shares and I/we agree to accept the same or any smaller number that may
be allotted to me/us upon the 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 and deposit the said shares to
my/our BO (Beneficiary Owner) 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:-
8. No. of Ordinary Shares …………………………….of Tk.10/- each at par.
9. Amount of Tk. (in figure), ………………, Taka (in words) ………………………………………………………………only deposited vide
Cash/Cheque/Draft/Pay Order No……………………….dated …..………….. on …….……......………..Bank…………………… Branch.
10. Beneficiary Owner (B/O) Account
Number

(If you do not mention your valid BO (Beneficiary Owner) account number, your application will be treated as invalid)
11. I/we agree to fully abide by the instructions given herein.
12. Particulars of Applicant(s):
c) Sole/First Applicant
Name: Mr./Mrs./Ms.
Father’s/Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality: Telephone No. (If any):
For refund warrant (Application will not be treated as valid if any one uses a non-scheduled bank. To avoid this complication, investors are requested
not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch
For refund purpose: Applicant’s Bank A/C No:
Name of the Bank: Branch:
The applicant shall provide the same bank account number in the application form as it is in the BO account of the applicant.
d) Second Applicant
Name: Mr./Mrs./Ms.
Father’s/Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality: Telephone No. (If any):
13. I/We hereby declare that I/We have read the Prospectus of Generation Next Fashions Limited and have willingly subscribed for
……………… no. of shares of Tk.10/- each at par.
14. Specimen Signature(s):
Name (in Block Letters) Signature:
Sole / First Applicant
Second Applicant
……………………………………………………………………………………………………………………………………………………….
BANK’S ACKNOWLEDGEMENT
Certified that this Bank has received Tk. (in figure) …………………… (in words) …………………………………… only from Mr./Mrs./Ms.
………………………………………being the application money for …………….. nos. of ordinary shares of Generation Next Fashions
Limited

Bankers Sl. No. Seal & Date Authorized Signature

(Name & Designation)

Prospectus
Page | 105
Issuer: Issue Manager:

INSTRUCTIONS
1. As per provision of the Depository Act, 1999 and regulations made there under 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 on typed copy/hand written form thereof.
4. Application must not be for less than 500 ordinary shares and must be for a multiple of 500 ordinary shares. Any
application not meeting these criterions 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 favoring “GENERATION NEXT FASHIONS 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 a joint application form, the Allotment letter will be dispatched to the person whose name appears first
on this application form and where amount is refundable in whole or in part the same will be refunded by 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. Applications must be in the 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
companies must be accompanied by Memorandum of Association and Articles of Associations and Certificate of
Incorporation.

9. An applicant cannot submit 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, all applications will be treated as
invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money
will be forfeited by the Commission and the balance amount will be refunded to the applicant.
10. No receipt will be issued for the payment made with application, but the bankers will issue a provisional
acknowledgement to the issue for application lodged with them.
11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application
Forms are maintained with the Bankers to the Issue, refund amount of those applicants will be directly credited into
the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made only
through “Account Payee” cheque(s) showing bank account number and name of bank and 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.
13. Making of any false statement in the application or supplying of incorrect information therein or suppressing any
relevant information shall make the application liable to rejection and subject to forfeiture of application money and /
or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited Application money
or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may
be in addition to any other penalties as may be provided for by the law.
14. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be
considered for allotment purpose.
15. The Bankers’ to the Issue 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 have been published.

Prospectus
Page | 106
Issuer: Issue Manager:

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

Prospectus
Page | 107