RIGHTS SHARE OFFER DOCUMENT

Transcription

1 RIGHTS SHARE OFFER DOCUMENT Date: 18 th January 2018 Rights Offer of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, totaling Tk. 4,157,012,540 offered on the basis 1:1.25 Ratio (i.e. 5 rights share for X 4 existing shares) held on the record date. RECORD DATE FOR ENTITLEMENT OF RIGHTS Record Date Date of subscription Opens on Close on Within Banking Hours Both Days Inclusive MANAGER TO THE ISSUE CO-ISSUE MANAGER NRB Equity Management Limited Al-Raji Complex, Suite# G-602 & 603 (6th Floor) , Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka Phone: ; Fax: Web: Swadesh Investment Management Ltd. UTC Building, 11th Floor,8 Panthapath, Kawran Bazar,Dhaka-1215 Telephone: ,FAX: info@swadesh.com.bd BANKERS TO THE ISSUE Al Arafa Islami Bank Limited Dhaka Bank Limited Investment Corporation of Bangladesh Islami Bank Bangladesh Limited IFIC Bank Limited FULLY UNDERWRITTEN BY Citizen Securities & Investment Limited NRB Equity Management Limited Prime Finance Capital Management Ltd LankaBangla Investments Limited BetaOne Investments Limited EBL Investments Limited IDLC Investment s Limited BMSL Investment Limited Swadesh Investment Management Ltd. CREDIT RATING STATUS Rating Year Long Term Short Term Entity Rating 2017 BBB+ ST-4 Date of Rating 27 th December 2017 Rating Assigned By Credit Rating Information & Service Limited (CRISL) WESTERN MARINE SHIPYARD LIMITED Registered office: Kolagaon, No. 4 Kolagaon Union, Patiya, Chittagong-4100, Bangladesh Phone: (880) , fax: (880) Website: wms@wms.com.bd As per provision of the Depository Act, 1999 and regulation made thereunder, rights share shall only be issued in dematerialized condition. An applicant must apply for allotment of rights shares mentioning his/her Beneficiary Owner (BO) Account number on the application form. 1 P age

2 Table of Content Reference. Particulars Page Number Rule-8(a) Date of the rights share offer document Cover Page Rule-8(b) Amount of rights share, divided into a number of shares, per value and the issue price of each share, and number of rights offered for each existing share. Cover Page Additional Definition and Elaboration of the abbreviated words. 4 Corporate Information 6 Rule - 8 (c) Highlight of the rights offer, risk factors, and management plans for reduction of such risks 7-10 Highlight of the rights offer [History of the Company, Corporate Status and Background, Nature of Business, The Rights Issue and Issue Price] 10 Risk Factor and Management Perception Of the Risks 10 Rule - 8 (d) Date and Time of Opening and Closing of Subscription 10 Rule - 8 (e) Purposes of raising fund through rights share, specifying clearly the heads and amount of the fund utilization, and identifying various proposed projects with heads and amount of expenditure for each project, and also highlights of such 10 projects Purpose of the raising fund through rights issue 10 Additional Five years Information Regarding AGM Held and Dividend Declared 10 Rule - 8 (f) Name of the products manufactured or to be manufactured or services rendered or to be rendered by the issuer together with capacity or proposed capacity of the existing and proposed projects vis-a-vis Capacity utilized by the 10 existing project during the last three years or such shorter period during which the issuer was in commercial operation. Existing Services Rendered by the Company 10 Additional Equity Structure of the Company 11 Financial Highlights of the Previous Years 11 Rule - 8 (g) If the issue price of rights share is higher than the par value thereof, justification of the premium should be stated with reference to- 11 Net Asset Value Per Share 11 Historical Earnings Based Value per Share 12 Average Market Price Per Share 12 Rule - 8 (h) Cash Flows statement, profit and loss account, balance sheet, changes in equity and notes to the accounts of the issuer Auditors report to the shareholders of Western Marine Shipyard Limited 13 Statements of Financial Position 15 Statement of Comprehensive Income 16 Statement of Changes in Equity 17 Statement of Cash Flows 16 Notes, Comprising a Summary of Significant Accounting Policies and Other Explanatory Information Rule - 8 (i) Summarized cash-flows statement, profit and loss account and balance sheet, and dividend declared and paid for each of the 5 (five) years immediately preceding the issue of rights share offer document or for such shorter period 35 during which the issuer was in commercial operation. Auditors Report in pursuance of section 135(1) under Para 24(1) of part - II of the Third Schedule of Companies Act 1994 and Ratio of Western Marine Shipyard Limited. Auditors Certificate Of Compliances Of Conditions Of The Corporate Governance Guidelines to the shareholders [SEC/CMRRCD/ /134/Admin/44 40 Dated 7 august ] Rule - 8 (j) Length of time during which the issuer has carried on business 40 Rule - 8 (k) Implementation schedule for completion of each segment of the project along P age

3 Reference. Particulars Page Number with the proposed dates of trial and commercial operation of the proposed project Rule - 8 (l) The quantity of shares held by each director and persons who hold 5% or more of the paid-up share capital of the issuer on the date of the rights share offer 48 document. The quantity of shares held by each director on the date of the rights share offer document. 48 Composition of shareholding position of the company 48 Beneficial owners holding shares 5% or Above 48 Rule - 8(m) Name, address, description and occupation of directors; managing director, managers and company secretary of the company 48 Rule - 8 (n) Name of the public listed companies under common management 49 Rule - 8 (o) Name and address of the underwriter(s) along with the number of shares underwritten by each underwriter, and also the name and address of issue 49 manager, auditors, legal adviser and banker to the rights issue Classified Information and Underwriters 50 Underwriters Obligation 50 Rule - 8 (p) Particulars along with the terms and conditions of the material contracts including vendors agreement, underwriting agreement, issue management agreement, agreement with the banker to the issue and contract for acquisition of property, plant and equipment Terms and Condition of Right Issue [Basis of the Offer, Entitlement, Acceptance of Offer, Renunciation. General, Condition of Subscription, Payment of Share Price, Lock-in on, Rights Share and Other] Material Contracts [Bankers to the Issue, Underwriters, Manager to the Issue, Vendor s agreement & Contract for Acquisition of property] Rule - 8 (q) Number of rights shares that the directors are going to subscribe, and in case they propose to make renunciation, the reasons and extent of such 53 renunciation Directors take-up in the Rights Offer 53 Rule - 8 (r) Statement of actual utilization of fund raised by a public offering of shares or rights shares, if any, prior to the proposed rights issue vis-a-vis plan thereof. 54 Declaration regarding utilization of previous fund (IPO) 54 Rule - 8 (s) Application form for depositing the subscription money with the bankers to the issue for the rights share, with the provision for renunciation of the rights offer Application Form-A, Bankers to the Issue Renunciation Form-B & C Rule - 8 (t) Declaration about the responsibility of the issue manager, the underwriter, the auditors and the directors in Forms-A, B, C, and D respectively Form-A & Form-B 55 Form-C & Form-D Rule - 8 (u) A statement that a lock-in on the rights shares of the directors (including their renounced shares) for a period of three years from the date of closure of the 58 rights share subscription shall be operative Rule - 8 (v) A declaration that the rights share to be issued in dematerialized form and that the subscribing shareholders have to apply with respective depository Cover page accounts. Rule - 8 (w) Credit Rating Report of the Issuer P age

4 DEFINITION AND ELABORATION OF THE ABBREVIATED WORDS AND TECHNICAL TERMS USED IN THE RIGHTS SHARE OFFER DOCUMENT (ROD) Acronyms Elaborations ALLOTMENT Letter of Allotment of Shares BSEC Bangladesh Securities and Exchange Commission BDT/TK/Taka Bangladeshi Taka BO A/C Beneficiary Owner Account or Depository Account CDBL Central Depository Bangladesh Limited CIB Credit Information Bureau COMPANIES ACT Companies Act, 1994 (Act. No. XVIII of 1994) CSE Chittagong Stock Exchange Limited CRISL Credit Rating Information and Services Limited DSE Dhaka Stock Exchange Limited EPS Earnings per Share ISSUE Rights Issue ISSUER COMPANY Western Marine Shipyard Limited ISSUE MANAGERS NRB Equity Management Limited & Swadesh Investment Management Ltd. NAV Net Asset Value OFFERING PRICE Price of the Securities of Western Marine Shipyard Limited offered REGISTERED OFFICE Head Office of Western Marine Shipyard Limited RI Rights Issue RIGHTS ISSUE RULES Securities and Exchange Commission (Rights Issue)Rules,2006 RJSC Registrar of Joint Stock Companies ROD Rights Share Offer Document SECURITIES Shares of Western Marine Shipyard Limited SHARE MARKET The Share Market of Bangladesh SPONSORS The Sponsor Shareholders of Western Marine Shipyard Limited STOCKHOLDERS Shareholder SUBSCRIPTION Application Money WMSHL Western Marine Shipyard Limited 4 P age

5 WESTERN MARINE SHIPYARD LIMITED RIGHTS ISSUE OF SHARES Dear Shareholder(s) We are pleased to inform you that the shareholders of the company in its 6 th Extra Ordinary General Meeting (EGM) held on December 30, 2017, approved Rights Share issue proposal of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, totaling Tk. 4,157,012,540 offered on the basis 1:1.25 Ratio (i.e. 5 rights share for X 4 existing shares). The purpose of issuance of Rights Share is for BMRE, expansion and to repayment of Bank loan. Having a satisfactory operation, the company has earned Net Profit (after tax) of BDT 220,004,247/- for the period ended from 1 st July 2017 to 31 st December, The success could have been possible with the support of our customers and efficient direction of the Board of Directors as well as patronization and active participation of our valued shareholders. To maintain the growth and to increase the capital base of your Company, we hope you would come forward with your full support and assistance to make the offer a success. A self-explanatory Rights Share Offer Document is prepared according to the Bangladesh Securities and Exchange Commission (Rights Issue) rules, 2006 is enclosed herewith for your kind information and evaluation. On behalf of the Board of Directors, Md. Sakhawat Hossain Managing Director 5 P age

6 THE RIGHTS SHARE OFFER HIGHLIGHTS OF THE RIGHTS OFFER CORPORATE STATUS AND BACKGROUND The company was incorporated in Bangladesh on 11 th July 2000 as a Private Limited Company located its registered office at Kolagaon, No. 4 Kolagaon Union, Patiya, and Chittagong The company is engaged in the activities of shipbuilding and exporting of ships to different countries. Name of the Issuer Western Marine Shipyard Limited Date of Incorporation 11 July 2000 Date of Commercial Operation 11 July 2000 The Company was converted into 26 July 2009 Public Limited Company The Logo of the Issuer Factory Address Kolagaon, No. 4 Kolagaon Union, Patiya, Chittagong-4100, Bangladesh Registered Office, Other offices and Kolagaon, No. 4 Kolagaon Union, Patiya, Chittagong-4100, plants Bangladesh Telephone Number (880) FAX Number (880) Website & Address Authorized Capital BDT. 6,000,000,000/- Paid-up Capital BDT. 1,662,805,020/- Face value of share TK. 10 each Board of Directors Mr. Md. Saiful Islam, Chairman Mr. Md. Sakhawat Hossain, Managing Director Capt. Sohail Hasan, Director Mr. Arifur Rahman Khan, Director Capt. ABM Fazle Rabbi, Director Mr. Abu Md.Fazle Rashid, Director Mr. Monzur Morshed Chowdhury, Director Mr. Mohammed Abdul Mobin, Director Mr. Shah Alam, Director Mr. Saeedul Islam, Director Mr. AKM Rezaur Rahman, Director Wali-Ul-Maroof Matin, Independent Director Capt. Mohammed Anam Chowdhury, Independent Director Engr. Mostafizur Rahman, Independent Director Chief Financial Officer Md. Jamal Uddin Ahmed Company Secretary Md. Shahadat Hosen FCA, FCMA NATURE OF BUSINESS The principal activities of the Company are to establish, build, erect, construct shipyard, dockyard, slipway, a workshop on its own land, purchase or otherwise undertake ownership/management of shipyard, dockyard, slipway, workshop etc. in order to carry on the business of shipbuilding and exporting of ships to different countries. NATURE OF BUSINESS OF THE SUBSIDIARY The Company does not have any subsidiary company. 6 P age

7 PRINCIPAL PRODUCTS AND SERVICES The products of Western Marine Shipyard Limited are Ocean Going Multi-Purpose Vessel, Passenger Vessel & Boat, Port Utility Ships, Tugs, Offshore Patrol Vessel, Oil Tanker, Specialized Fishing Trawler, Barge, Landing Craft, Dredger, Ro-Ro Ferry, Pontoon and etc. RELATIVE CONTRIBUTION TO REVENUE The Company carries out shipbuilding activities. 100% revenue of the Company is generated from the shipbuilding activities. VISION The vision of Western Marine Shipyard Limited will be the benchmark company in the shipbuilding industry through superior performance, demonstrated by quality, timely delivery and customer satisfaction. We value addition to the shareholders. MISSION The mission of Western Marine Shipyard Limited is to improve continually our products and services by being the best at meeting our customer s needs, allowing us to prosper as a business while maintaining an effective Quality Management System (QMS) relevant to ship design, shipbuilding. THE RIGHTS ISSUE Western Marine Shipyard plans to increase Paid-up Capital through the issuance of Rights Shares. The Board of Directors of Western Marine Shipyard Limited in its 160 th Board Meeting held on 11 th November, 2017 recommended for issuances of Rights Shares on the basis of 1:1.25 Ratio (i.e. 5 rights share for X 4 existing shares) held on the record date of entitlement on the basis of existing paid-up capital to raise it to BDT 4,157,012,540. The right share offer has been approved by in its 6 th Extra Ordinary General Meeting (EGM) by its shareholders on 30 th December The right offer is the issuance of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, totaling Tk. 4,157,012,540 offered on the basis 1:1.25Ratio(i.e. 5 rights share for X 4 existing shares) on the basis of existing paid-up capital to raise it to BDT 4,157,012,540. ISSUE PRICE Rights Offer of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, totaling Tk. 4,157,012,540 offered on the basis 1:1.25 Ratio (i.e. 5 rights share for X 4 existing shares) held on the record date. RISK FACTORS AND MANAGEMENT PERCEPTION OF THE RISKS Any investment in equity shares is always associated with risks. The Company is operating in an industry involving both external and internal risk factors having direct as well as indirect effects on the investments by the investors. Among those risks some can be averted, others are beyond control, which may cause loss. Before making any investment decision, investors should take the risk factors into consideration. Major such risk factors are described in brief as under: INTEREST RATE RISKS Against any kind of borrowed fund interest/financial charges are paid. Volatility in money market and increased demand loan pressure on interest rate structure to be fixed in high. The rise in interest rate increases the cost of fund for a company which has borrowed fund and consequently profit is squeezed. MANAGEMENT PERCEPTION The interest rate, which is associated with the cost of fund of the company, is a major concern to the management of the company. The Management prefers in procuring of the long-term fund with minimum fixed interest rate and the short-term fun with the reasonable competitive rate. On the other hand management of the Company is emphasizing on equity-based financing. Although the Company has availed loan facilities from different banks and financial institutions, management of the company expected that interest rate fluctuation will not deeply affect the profitability of the Company. On the other 7 P age

8 hand, the Company is going to raise fund from the capital market, which will further reduce their interest rate risk exposure. EXCHANGE RATE RISKS Exchange rate fluctuation may reduce the profitability of the Company because of its foreign trade commitments from various sources of foreign exchange like export proceeds and Imported raw materials. MANAGEMENT PERCEPTION Almost 100% revenue of the Company is generated from exports and about 50-60% of payments of raw materials of WMSHL are paid to foreign vendors/suppliers in the form of different foreign currencies. The Company has the facility of back to back foreign currency L/C for payment to suppliers against supply of products and services. Hence exchange rate risk relating to payment for raw materials becomes low. On the other hand, due to historical continuous degradation of the local currency against different foreign currencies, there is no risk of loss arising from the foreign currency transactions. INDUSTRY RISKS The Company is operating in a highly competitive industry. The Company has to face competition from both foreign and domestic shipbuilding companies. Excessive competition may lead to lower prices, revenues, profit margins, market share etc. which could have an adverse impact on the business, financial condition and results of operation. Inability to hold on to a proactive and competitive posture due to lack of market access and the inability of offering competitive products may hinder the Company's growth potential. MANAGEMENT PERCEPTION The company has successfully accessed the market till date and is working on offering products and services at competitive terms. Hence management of the company is very confident about the future growth of WMSHL. NEW ENTRANTS MAY ENHANCE COMPETITION New entrants of similar/higher scale may push the company in a competitive scenario. MANAGEMENT PERCEPTIONS Implementation of the similar project generally has a lead time of few years, furthermore with the track record of Western Marine Shipyard Ltd in order to carry on the business of shipbuilding and exporting of ships to different countries. A new company need further more time. Hence management of the company is very confident about the future competitive status of WMSHL. MARKET AND TECHNOLOGY-RELATED RISKS: MARKET RISK Among the functional areas of the shipbuilding industry, marketing exerts a sheer part of importance. Proper implementation of the marketing tools as well as identifying new clients will ensure the continued success of the Company. For which the company has to produce quality ships that would meet international demand. MANAGEMENT PERCEPTION The Company has already delivered 31(Thirty One) ocean-going vessel to different customers staying in different foreign countries. All those vessels are venturing through different oceans of the world without any defect in quality. Besides, ships made by WMSHL have in many cases outperformed the required parameters set by the buyers. Thus WMSHL has earned a great deal of name and fame in international shipbuilding market. Moreover, the top management of the Company is very efficient in addressing new clients. Hence, management of the Company is very optimistic about their marketing strategies and believes that risk associated with marketing strategies negligible. TECHNOLOGY-RELATED RISK In today s world technology is an important part of almost everything. It always plays a vital role in existence and sustainable growth of any industrial concern. Replacing existing technology with innovative 8 P age

9 and cost-effective technology always has a better impact on the efficiency of product lineup and quality of the product. 9 P age

10 MANAGEMENT PERCEPTION The Company procures high-end machinery to achieve higher efficiency in output and thus reducing the cost of production. Furthermore, they a geminates committed to adopting latest and modern technologies for better quality assurance. Hence risk related to technological obsolesce is not a major concern for the management. POTENTIAL OR EXISTING GOVERNMENT REGULATIONS The Company operates under company s act, taxation policy adopted by NBR, Bangladesh Security and Exchange Commission (BSEC) s rules and rules adopted by other regulatory organizations. Any abrupt changes of the policies formed by those bodies might impact the business of the Company adversely. MANAGEMENT PERCEPTION Any upward increase of Customs Duty/VAT/Taxes on raw materials, finished goods and/or changes in import and export policy may have an adverse effect. Shipbuilding being the thrust sector of Bangladesh Govt. is, however, unlikely to set any adverse policy framework. POTENTIAL CHANGES IN GLOBAL OR NATIONAL POLICIES Political & economic instability and adverse changes in global policy always affect the performance of a company and that leads to an adverse economic effect in general. MANAGEMENT PERCEPTION Unless any adverse policies are taken, which may materially affect the industry as a whole; the business of the Company will not be affected. The government emphasizes the growth of shipbuilding industry to boost up a collection of foreign currency. Yet the promoters and the sponsors have end ever to convince the policymakers for adopting favorable terms & conditions, which will eventually help this shipbuilding industry of Bangladesh to compete with the low-cost locations in the global arena. HISTORY OF NON-OPERATION For every business, there are inherent risks of becoming non-operative due to major adverse scenarios. If a company becomes on-operative for some period in its operating life then the risk of becoming nonoperative in future for the same reasons or other probable reasons becomes higher. Hence these reasons should be considered carefully. MANAGEMENT PERCEPTION The company does not have any history of non-operation, so the risk of becoming non-operative in future is lower. WMSHL was incorporated on 11 th July, Since incorporation, the Company carried on the business of shipbuilding for both local and global customers. As the management has till now operated the business efficiently, they are hopeful that chances of becoming non-operative in future every insignificant. OPERATIONAL RISKS The political and social condition may affect the smooth operation of the business resulting in drastic fall in the value of its investment. Moreover, fire, strike, riot or civil commotion, Natural disasters, acts of God and mechanical hazards may disrupt the production of the Company and can adversely impact the profitability of the Company. MANAGEMENT PERCEPTION The shipyard premises & equipment is under insurance coverage in order to get reasonable compensation for any damage as well as the company is well equipped with power backup and security systems, which reduce operational risk. Besides, this compensation as well the benefits package will restrain the employees to leave their assignment and go for any employee movement for higher benefit packages. INPUT RISK Shipbuilding is significantly dependent on imported raw materials. 10 P age

11 MANAGEMENT PERCEPTION Machinery and steel parts are the major raw material for shipbuilding. Steel source is wide and always available at the market from one source or another. For the major machinery, contracts are signed only after negotiations have been made with the manufacturers. For other items, there are multiple suppliers and there is little possibility of the items not being available a tall. Usually, the supply chain management department of the yard makes a regular monitoring for each supply and in most cases keeps alternate sources open for supply in case the principal one fails. Hence the management of the company perceives that input risk for the company is very insignificant and will remain a manageable level. DEPENDENCY ON BANK FOR WORKING CAPITAL AND EXPANSION The company is depended on bank loans to a great extent for its working capital requirement and expansion programs. MANAGEMENT PERCEPTION Shipbuilding is a very capital intensive as well as skilled labor-intensive industry. At present WMSHL is depended on bank loans to a great extent for its working capital requirement and expansion programs. However, the company is planning to collect fund from the capital market through floating of right Shares. Hence, management thinks that after collecting fund from the market their dependency on banks for BMRE and expansion purpose will reduce significantly. A part of the loan will also be settled through the right issue fund. DATE & TIME OF OPENING AND CLOSING OF SUBSCRIPTION [See Rule-8(d)] Subscription opens for the rights shares offer on and subscription close for the rights shares offer on.. PURPOSE OF RAISING FUND THROUGH RIGHTS ISSUE [See Rule-8(e)] The purpose of issuance of Rights Share is for the BMRE, expansion for the repayment of Bank Loan of the Company. Managing Director Chief Financial Officer AGM HELD BY THE COMPANY &DIVIDEND PERFORMANCE: Financial No. of Record AGM Dividend Declared Venue Year AGM Date Date Stock Cash Nil Nil th Chittagong Boat Club, Air 10% 5% th Port Road, East Patenga, 10% Nil th Chittagong 12% Nil th % 3% EXISTING SERVICES RENDERED BY THE COMPANY [See Rule-8(f)] Particulars Installed Capacity MT Actual Production MT Utilization % Product 95,000 91,200 (Annualize) 96.0% As per half yearly Accounts of 31 st December, 2017 MARKET FOR PRODUCT & SERVICES WMSHL constructs and delivers the ship to foreign & local customers. Ships are constructed to suit customer specific requirements. WMSHL have experience in construction of ocean and inland vessels Passenger Vessels including Tug Boat, Oil Tanker, Ro-Ro Ferry, Pontoon, Barge, Fishing Trawler, Container Vessel, Offshore Patrol Vessel, LNG Bunker, Dredger, & etc. 11 P age

12 EQUITY STRUCTURE OF THE COMPANY SHAREHOLDERS EQUITY AMOUNT Share Capital 1,662,805,020 Retained Earnings 1,725,571,791 Share Premium 1,186,842,320 Revaluation Reserve 683,772,746 Total Share Holder's Equity as on 31 st December, ,258,991,877 No. of Shares Outstanding as on 31 st December, ,280,502 NET TANGIBLE ASSETS VALUE PER SHARE(WITH REVALUATION) NET TANGIBLE ASSETS VALUE PER SHARE(WITHOUT REVALUATION) FINANCIAL HIGHLIGHTS OF THE PREVIOUS YEARS Particulars 31-Dec June June June June June-2013 Share capital 1,662,805,020 1,484,647,340 1,205,070,900 1,205,070, ,519, ,519,000 Share premium 1,186,842,320 1,365,000,000 1,365,000,000 1,365,000, ,000, ,000,000 Revaluation Reserve 683,772, ,872, ,134, ,39 7, ,653, ,865,545 Retained earnings 1,725,571,791 1,547,007,440 1,503,638,369 1,199,413,272 1,160,913, ,962,289 Total equity 5,258,991,877 5,083,527,050 4,765,844,100 4,466,881,566 2,749,086,484 2,599,346,834 Net profit after tax 220,004, ,682, ,962, ,417, ,739, ,889,330 No. of share Outstanding 166,280, ,464, ,507, ,507,090 64,551,900 64,551,900 Weighted average No. of share Outstanding 166,280, ,464, ,507, ,284,616 64,551,900 64,551,900 Face value NAV Per share (With Revaluation) NAV Per share (Without Revaluation) EPS Basic Adjusted Dividend Cash - 3% Nil Nil 5% Nil Stock (Bonus) - 12% 12% 10% 10% Nil IF THE ISSUE PRICE OF RIGHTS SHARE IS HIGHER THAN THE PAR VALUE THEREOF, JUSTIFICATION OF THE PREMIUM SHOULD BE STATED WITH REFERENCE TO- [See Rule-8(g)] The rights issue price of BDT each is justified as per the guidelines of the Bangladesh Securities & Exchange Commission as detailed below: EVALUATION METHOD OFFER PRICE Method-1 (a) Price based on Net Asset Value per share (with revaluation) (b) Price based on Net Asset Value per share (without revaluation) Method-2 Historical Earnings Based Value per Share Method-3 Average Market price per Share of the Company for last 6 (six) months Method-1(a) Price based on Net Asset Value per share (with revaluation) SHAREHOLDER'S EQUITY NOTE AMOUNT Share Capital A 1,662,805,020 Retained Earnings B 1,725,571,791 Share Premium C 1,186,842,320 Revaluation Reserve D 683,772,746 Total Share Holder's Equity as on 31 st December, 2017 E=A+B+C+D 5,258,991,877 No. of Shares Outstanding as on 31 st December, 2017 F 166,280, P age

13 NET TANGIBLE ASSETS VALUE PER SHARE G=E/F Method -1(b) Price based on Net Asset Value per share (without revaluation) SHAREHOLDER'S EQUITY NOTE AMOUNT Share Capital A 1,662,805,020 Retained Earnings B 1,725,571,791 Share Premium C 1,186,842,320 Total Share Holder's Equity as on 31 st December, 2017 D=A+B+C 4,575,219,131 No. of Shares Outstanding as on 31 st December, 2017 E 166,280,502 NET TANGIBLE ASSETS VALUE PER SHARE F=D/E Methods-2: Historical Earnings Based Value per Share Year No. of Share Net Profit After Tax Weighted Average No. of Share Weighted Average Net profit after tax June 30, ,551, ,889, ,714,017 June 30, ,551, ,739, ,020,146 June 30, ,507, ,417, ,866,176 June 30, ,507, ,962, ,604,818 June 30, ,464, ,682, ,867,349 December 31, ,280, ,004, ,415,654 Total 684,863,217 1,296,696, ,488,160 Total Number of Share outstanding as on 31st December, ,280,502 EPS Based On Weighted Average Net Profit After Tax 1.42 Market P/E As per DSE Monthly Review November Historical earning based value per share (weps x market p/e ) Methods-3: Average Market price per Share of the Company for last 6 (six) months: SOURCES OF INFORMATION: SL FACE DATE NO VALUE PRICE 1 31-Jul Aug Sep Oct Nov Dec Average Price Average Price of These 6 Months Stocks Monthly Review published by Dhaka Stock Exchange Ltd. 13 P age

14 CASH FLOWS STATEMENT, PROFIT AND LOSS ACCOUNT, BALANCE SHEET, CHANGES IN EQUITY AND NOTES TO THE ACCOUNTS OF THE ISSUER Rule 8(h) 14 P age

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16 16 P age

17 WESTERN MARINE SHIPYARD LIMITED STATEMENT OF FINANCIAL POSITION AS AT 31st DECEMBER st December th June 2017 Taka Taka ASSETS Note(s) TOTAL NON CURRENT ASSETS: 8,638,840,663 8,196,621,829 Property, Plant & Equipment - net 3 7,977,070,069 7,617,388,054 Investment 4 8,877,000 8,877,000 Due from affiliated companies 2.19, ,893, ,356,775 TOTAL CURRENT ASSETS: 8,212,722,731 8,050,834,051 Trade & Other Receivable 5 3,231,669,764 3,108,075,847 Inventories 6 2,087,567,442 2,003,722,825 Advances, Deposits and Prepayments 7 2,443,628,537 2,381,761,290 Cash and Cash Equivalents 8 449,856, ,274,089 TOTAL ASSETS Taka 16,851,563,394 16,247,455,880 SHAREHOLDERS' EQUITY & LIABILITIES SHAREHOLDERS' EQUITY 5,258,991,877 5,083,527,050 Share Capital 9.2 1,662,805,020 1,484,647,340 Share Premium 9.5 1,186,842,320 1,365,000,000 Revaluation Reserve 2.5, 3 683,772, ,872,270 Retained Earnings 1,725,571,791 1,547,007,440 LIABILITIES NON CURRENT LIABILITIES: 8,320,753,254 7,687,298,054 Term Loan - Non current portion 10 8,273,211,404 7,641,594,401 Deferred Tax Liability , 12 47,541,849 45,703,653 CURRENT LIABILITIES: 3,271,818,263 3,476,630,776 Term Loan - Current portion 10 1,122,751,569 1,493,532,896 Reserve & Provisions ,245, ,879,034 Bank OD/CC - Short Term Loan 14 1,803,688,749 1,680,855,777 Trade & Other Payable ,132, ,363,068 TOTAL SHAREHOLDERS' EQUITY & LIABILITIES Taka 16,851,563,394 16,247,455,880 Net Assets Value Per Share With Assets Revaluation Net Assets Value Per Share Without Assets Revaluation These financial statements should be read in conjunction with the annexed notes Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Director Place: Dhaka Date: January 11, 2018 Director Mahfel Huq & Co Chartered Accountants 17 P age

18 WESTERN MARINE SHIPYARD LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE PERIOD 1st JULY 2017 TO 31st DECEMBER 2017 Half Year (Six Months) Ended 2nd Quarter (Three Months) Ended 1st July' 17-31st December ' 17 1st July' 16-31st December ' 16 1st October' 17-1st October' 16-31st 31st December ' 17 December ' 16 Note(s) Taka Taka Taka Taka Revenue 16 1,610,777,762 1,451,735, ,856, ,636,082 Cost of Shipbuilding 17 (1,034,352,105) (994,659,070) (533,246,166) (498,278,945) Gross Profit 576,425, ,076, ,610, ,357,137 Operating Expenses - Administrative Expenses 18 (21,858,584) (20,508,701) (11,914,632) (10,267,441) Selling and Marketing Expenses 19 (1,358,087) (1,108,978) (309,844) (567,168) Operating Profit 553,208, ,459, ,386, ,522,529 Financial Income 20 33,816,110 37,906,782 17,750,526 19,676,941 Financial Expenses 21 (339,825,253) (321,144,924) (167,519,402) (162,340,258) Net Financial Charge (306,009,143) (283,238,142) (149,768,875) (142,663,317) Profit before Tax Expenses 247,199, ,221, ,617,130 77,859,213 Contribution to Workers' Profit Participation & Welfare Fund 13.3 (12,359,992) (7,611,050) (6,930,856) (3,892,961) Taxation Provision - Current , 13.2 (12,997,407) (7,047,948) (7,176,509) (3,506,413) Deferred , 12 (1,838,196) (1,688,001) (1,979,019) (887,682) Income Tax 2.12, 22 (14,835,603) (8,735,949) (9,155,529) (4,394,095) Profit for the period 220,004, ,874, ,530,744 69,572,157 Other Comprehensive Income Total Comprehensive Income for the period 220,004, ,874, ,530,744 69,572,157 - Earning per share (Basic) , Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Director Director Mahfel Huq & Co Chartered Accountants Place: Dhaka Date: January 11, P age

19 WESTERN MARINE SHIPYARD LIMITED STATEMENT OF CASH FLOWS FOR THE PERIOD 1st JULY 2017 TO 31st DECEMBER st July' 17-31st December ' 17 1st July' 16-31st December ' 16 Note(s) Taka Taka CASH FLOW FROM OPERATING ACTIVITIES Collections from Customers 5,15 & 16 1,487,183,846 1,484,689,734 Payment to Suppliers & Others 3,6,7,13.2,15,17,18 (1,031,212,845) (1,128,809,937) Cash Inflow / (Outflow) from Operating Activities 455,971, ,879,797 CASH FLOW FROM INVESTING ACTIVITIES Addition of Property, Plant & Equipment 3 (513,971,367) (522,034,702) Proceed from Sale of Investment 4 Cash Inflow / (Outflow) from Investing Activities (513,971,367) (522,034,702) CASH FLOW FROM FINANCING ACTIVITIES Loan-Current & Non Current ,835,676 (2,064,469,294) Due from affiliated parties 11 (82,536,818) 27,268,630 Bank OD-Short Term Loan ,832,971 2,181,038,361 Share capital - - Share premium - - Dividend adj. (44,539,420) - Financial Charges-Net 20 & 21 (306,009,143) (283,238,142) Cash Inflow / (Outflow) from Financing Activities (49,416,734) (139,400,445) Net Increase/ (Decrease) in Cash & Cash Equivalents Taka (107,417,100) (305,555,350) Cash and Cash Equivalents at the beginning of the year 8 557,274, ,023,390 Cash and Cash Equivalents at the end of the year 8 449,856, ,468,040 Operating Cash Inflow / (Outflow) Per Share These financial statements should be read in conjunction with the annexed notes Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Director Place: Dhaka Date: January 11, 2018 Director Mahfel Huq & Co Chartered Accountants 19 P age

20 WESTERN MARINE SHIPYARD LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD 1st JULY 2017 TO 31st DECEMBER 2017 Amount in Taka Particulars Share Capital Share Premium Revaluation Reserve Retained Earnings Total Equity Balance as on 01 July ,484,647,340 1,365,000, ,872,270 1,547,007,440 5,083,527,050 Adjustment for depreciation charge on revaluation reserve - - (3,099,524) 3,099,524 - Dividend (Stock) 178,157,680 (178,157,680) - Dividend (Cash) (44,539,420) (44,539,420) Net Profit after tax transferred from Statement of Comprehensive Income ,004, ,004,247 Balance as on 31st December ,662,805,020 1,186,842, ,772,746 1,725,571,791 5,258,991,877 Amount in Taka Particulars Share Capital Share Premium Revaluation Reserve Retained Earnings Total Equity Balance as on 01 July ,205,070,900 1,365,000, ,134,832 1,503,638,369 4,765,844,100 Adjustment for depreciation charge on revaluation reserve - - (3,099,524) 3,099,524 - Net Profit after tax transferred from Statement of Comprehensive Income from July to Dec ,874, ,874,007 Balance as on 31st December ,205,070,900 1,365,000, ,035,308 1,642,611,899 4,901,718,107 Adjustment for depreciation charge on revaluation reserve (2,163,038) 2,163,038 - Dividend (Stock) 279,576, (279,576,440) - Net Profit after tax transferred from Statement of Comprehensive Income from Jan to June 181,808, ,808,943 Balance as on 30 June ,484,647,340 1,365,000, ,872,270 1,547,007,440 5,083,527,050 These financial statements should be read in conjunction with the annexed notes Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Director Director Mahfel Huq & Co Chartered Accountants Place: Dhaka Date: January 11, P age

21 3 PROPERTY, PLANT & EQUIPMENT, NET Amount in Taka 31-Dec Jun-17 Operating fixed assets at cost less depreciation - note 3.1 4,027,510,296 3,975,937,102 Capital work in progress - note 3.3 3,949,559,773 3,641,450,952 Taka 7,977,070,069 7,617,388, Operating Fixed Assets at Cost less Depreciation i) Cost - 01 Jan 2010 to 31st December 2017 Particulars On 1 July 2017 At Cost - note 2.5 Addition during the period Deletion during the period At 31st December 2017 Rate (%) On 1 July 2017 Depreciation- note 2.6 Charged during the period At 31st December 2017 Written Down Value at 31st December 2017 Land & Land Development ** 870,172,858 38,762, ,935, ,935,208 Plant, Machinery & Equipment 2,266,006, ,362,659-2,411,369, ,946,666 90,426, ,373,022 1,615,996,490 Factory Building & Other Construction 774,349, ,349, ,256,268 29,038, ,294, ,055,255 Office Building & Other Constructions 67,007,469 16,526,536-83,534, ,119,560 3,132,525 41,252,085 42,281,920 Furniture & Fixture 39,933,382 3,265,630-43,199, ,372,717 1,619,963 20,992,680 22,206,332 Electric Installation 24,425,837 1,256,367-25,682, ,495, ,083 6,458,896 19,223,308 Mobile, Telephone & Computer 10,336, ,540-10,899, ,920, ,736 6,329,063 4,570,560 Office Equipments 11,531, ,464-11,656, ,925, ,136 8,362,604 3,294,359 Motor Vehicles 43,559, ,559, ,297,715 1,633,481 32,931,196 10,628,300 Total 4,107,323, ,862,546-4,313,185,658 1,227,334, ,659,392 1,354,993,926 2,958,191,732 ii) Cost & Revaluation up to 31 December 2009 a. Cost Particulars On 1 July 2017 At Cost - note 2.5 Addition during the period Deletion during the period At 31st December 2017 Rate (%) On 1 July 2017 Depreciation- note 2.6 Charged during the period At 31st December 2017 Written Down Value at 31st December 2017 Land & Land Development ** 320,198, ,198, ,198,612 Plant, Machinery & Equipment 573,849, ,849, ,303,850 21,519, ,823,218 64,026,604 Building Constructions 189,195, ,195, ,195, ,195,703 - Furniture & Fixture 1,964, ,964, ,708,000 73,682 1,781, ,169 Electric Installation 34,583, ,583, ,437,368 1,146,120 34,583,488 - Mobile, Telephone & Computer 4,541, ,541, ,338, ,291 4,508,922 32,170 Office Equipments 4,438, ,438, ,438,540 4,438,540 - Motor Vehicles 16,559, ,559, ,833, ,975 15,454,058 1,105,263 Total 1,145,331, ,145,331, ,255,175 23,530, ,785, ,545,818 b. Revaluation At Cost - note 2.5 Depreciation- note 2.6 Particulars On 1 July 2017 Addition during the period Deletion during the period At 31st December 2017 Rate (%) On 1 July 2017 Charged during the period At 31st December 2017 Written Down Value at 31st December 2017 Land & Land Development 676,112, ,112, ,112,088 Plant, Machinery & Equipment 40,922, ,922, ,342,884 1,534,600 35,877,484 5,045,180 Building Constructions 38,671, ,671, ,804,065 1,450,169 36,254,235 2,416,948 Furniture & Fixture 304, , ,414 11, ,824 49,444 Electric Installation 1,848, ,848, ,729,715 69,314 1,799,029 49,352 Motor Vehicles 907, , ,714 34, ,745 99,734 Total 758,766, ,766,063 71,893,793 3,099,524 74,993, ,772,746 As on 31 Dec 2017 Total 6,011,420, ,862,546-6,217,283,150 2,035,483, ,289,352 2,189,772,853 4,027,510, Depreciation allocated to: 31-Dec-17 Amount in Taka 31-Dec-16 Cost of Shipbuilding - note ,191, ,483,782 Administrative expenses - note 18 2,098,335 1,854, ,289, ,337,978 *** Decimal Land is mortgaged with various financial institution for receiving loan. *** This transfer of revaluation was made in accordance with paragraph 39 of BAS as the said amount of revaluation surplus has been accumulated in equity under the heading of revaluation surplus. 21 P age

22 Amount in Taka 31-Dec Jun CAPITAL WORK-IN-PROGRESS - note 3 Opening Balance 3,641,450,952 2,727,240,168 Addition made during the year 308,108, ,210,784 3,949,559,773 3,641,450,952 Capitalized during the year - Closing Balance Taka 3,949,559,773 3,641,450,952 The make-up of Closing Balance: Building Constructions Slip Way 2,772,280,490 2,546,307,433 Pedestal 92,882,602 86,402,420 Shipyard Shed 233,730, ,423,526 Gantree crane 667,240, ,688,759 Shipyard New Office Building 183,425, ,628,814 Tk 3,949,559,773 3,641,450,952 Taka 3,949,559,773 3,641,450, P age

23 INVESTMENT Stella Shipping Limited, Bangladesh - note , ,000 IHC WMShL Limited - note 4.2 1,020,000 1,020,000 Western Fishers Shipyard Limited - note 4.3 7,500,000 7,500,000 Taka 8,877,000 8,877,000 Disclosure as required under BAS Stella Shipping Limited, Bangladesh Stella Shipping Limited, a Private Company limited by shares situated at HBFC Building (4th floor) Agrabad Commercial Area, Chittagong, Bangladesh was registered with the Registrar of Joint Stock Companies on The main activities of the company is to carry on business on Ship-owing, Ship management, Ship Chartering, Ship breaking etc. Total authorized Share Capital of the Company is Tk. 700,000,000 (Seventy Crore) {7,000,000 Tk 100 each} and Paid up Capital is Tk 2,550,000 {25,500 Tk 100 each} only, of which Company owns 3,570 shares of Tk.100 each which amounts to Tk 357,000. No dividend has been received from the company as yet but there is no indication of any decline in share value from the Financial Statements of the Company. 4.2 IHC WMShL Limited IHC WMShL Limited, a private company limited by shares situated at HBFC Building (4th floor) Agrabad C/A, Chittagong, Bangladesh was registered with the Registrar of Joint Stock Companies on 18 August, The main activity of the company is to carry on business on Ship/Dredger manufacturing. Total Authorized Capital of the Company is Tk. 1,000,000,000 (Hundred Crore) {1,000,000 Tk 1,000 each} and Paid up Capital is Tk 6,800,000 {6,800 Tk 1,000 each} only, of which Company owns 1020 shares of Tk.1,000 each which amounts to Tk 1,020,000. No dividend has been received from the company as yet but there is no indication of any decline in share value from the Financial Statements of the Company. 4.3 Western Fishers Shipyard Limited Western Fishers Shipyard Limited, a private company limited by shares situated at Issanagar, Azimpara, Karnaphuli, Chittagong, Bangladesh was registered with the Registrar of Joint Stock Companies on 30 December, The main activity of the company is to carry on business of Ship Building (ocean going & inland), barges, tug, fishing trawler etc. slipway, dockyard, ship reparing,ship owing, ship chartering, ship management etc. Total Authorized Capital of the Company is Tk. 1,000,000,000 (Hundred Crore) {10,000,000 Tk 100 each} and Paid up Capital is Tk 50,000,000 {500,000 Tk 100 each} only, of which Company owns 75,000 shares of Tk.100 each which amounts to Tk 7,500,000. No dividend has been received from the company as yet but there is no indication of any decline in share value from the Financial Statements of the Company. 23 P age

24 TRADE & OTHER RECEIVABLE 31-Dec-17 Amount in Taka 30-Jun-17 Trade Receivable - note 5.1 3,231,669,764 3,108,075,847 Taka 3,231,669,764 3,108,075, Trade Receivable - note 5 Opening Balance 3,108,075,847 3,175,592,466 Addition during the year 1,610,777,762 2,978,544,328 4,718,853,609 6,154,136,794 Realized during the year (1,487,183,846) (3,046,060,947) Closing Balance Tk 3,231,669,764 3,108,075, Receivable for more than 6 months old and considered good. Details of receivables (in accordance with Projects) Tk 1,383,058,575 1,086,703,157 JSW 1,2,3,4 440,689, ,922,483 Offshore Patrol Vessels - 309,556,226 Container vessels 261,382, ,224,449 Tug boat 90,935,000 90,935,000 Gambia tug boat & Uganda ferry - 5,491,795 UAE Landing craft - 12,388,215 OSJI 30,806,467 45,400,000 Passenger Vessels- lot 2 559,245, ,524,430 PPT 219,807, ,307,315 NFT 360,291, ,945,936 ESL 1,003,060, ,380,000 LCT Army 91,801,930 - CPA Tug 173,650,000-3,231,669,764 3,108,075,847 Additional disclosure in line with schedule 11 part 1 of the companies Act, 1994 Receivables outstanding for a period exceeding six month 1,383,058,575 1,086,703,157 Other Debts less Provision - - Debts considered good as fully secured other than personal guarantee 3,231,669,764 3,108,075,847 Receivables considered good as no secured other than personal guarantee - - Receivables considered doubtful or bad - - Receivables by the company under the same management - - Revenue is recognized in accordance with BAS 11 "Construction Contract" using percentage of completion method (Note-2.14). Revenue recognition is not matched with realization against revenue. The amount against revenue is realized under achieved & fulfillment of agreed condition of contracts. Generally significant amount of contract value is received after delivery of the vessel but revenue is recognized before delivery. In result an amount of Tk. 1,383,058,575 is showing receivable more than 6 months old which is considered good. 24 P age

25 Amount in Taka 31-Dec Jun-17 6 INVENTORIES Materials, Stores & Spares - note 6.1, & 2.7 1,987,967,479 1,959,097,435 Material-in-Transit 99,599,963 44,625,390 Tk 2,087,567,442 2,003,722, Materials, Stores & Spares - note 6 Opening Balance 1,959,097,435 1,691,463,070 Import & purchased during the year 761,432,504 1,689,157,608 2,720,529,939 3,380,620,678 Consumption during the year - note 17 (732,562,460) (1,421,523,243) Closing Balance Tk 1,987,967,479 Tk 1,959,097, Item wise break-up of Materials, Stores & Spares 31-Dec Jun-17 SL Name of the Item Unit Taka Unit Taka 1 Loose Tools 27,130 Pcs. 47,126,356 26,830 Pcs. 46,564,350 2 Hardware Items 19,834 Pcs. 38,826,579 19,130 Pcs. 38,025,639 3 Stationery Items ,329, ,867,548 4 Oil 25,690 Litre 1,669,850 21,567 Litre 1,375,869 5 Accommodation System 14 Set 28,056, Set 26,895,434 6 Paint Items 14,267 Litre 3,864,982 15,637 Litre 4,263,890 7 Communication & Navigation Equipments 18 Set 90,256, Set 100,356,382 8 Electrical Cable 18,263 Metre 22,635,967 17,267 Metre 21,163,861 9 Main Engine & Spares 18 Case 312,563, Case 297,798, Valves & Other Parts ,526, ,063, Pipe & Fittings 17,639 Metre 88,635,967 18,683 Metre 90,563, Safety Equipments 22 Set 66,592, Set 60,538, Deck Machinery 6 Pck 142,653,967 3 Pck 124,563, Lashing Materials ,768, ,568, Galley & Laundry Equipments 15 Unit 26,845, Unit 23,862, Anode, Rudder & ICCP Systems 7 Set 31,596,738 5 Set 26,346, M.S. Plate 7,826 Ton 476,893,627 7,568 Ton 458,387, Bulb Flat 271 Ton 2,468, Ton 3,862, Angle Bar 912 Ton 68,245, Ton 62,539, Propeller & Propulsion 20 Set 215,396, Set 247,914, Hatch Cover 20 Set 82,635, Set 98,648, Anchor Chain 15 Set 18,896, Set 14,536, Water Tight Doors 45 Set 28,964, Set 33,355, Electronic Items ,056, ,938, Generators 20 Pcs. 21,563, Pcs. 28,645, Folded Boom Crane 18 Set 36,896, Set 30,448,950 Total Taka 1,987,967,479 Total Taka 1,959,097, P age

26 7 PREPAYMENTS, DEPOSITS AND ADVANCES 31-Dec-17 Amount in Taka 30-Jun-17 Prepayments - note 7.1 2,758,648 2,317,041 Deposits - note ,511,954 40,583,954 Advances - note 7.3 2,400,357,935 2,338,860,295 Tk 2,443,628,537 2,381,761, Prepayments - note 7 Insurance Premium 2,758,648 2,317,041 Tk 2,758,648 2,317, Deposits - note 7 Adv. Against Guest House Rent 1,432,000 1,504,000 Deposit with PDB 507, ,600 Security Deposit with CDBL 500, ,000 Security Deposit -Ansar 137, ,166 Security Deposit - CPA (for steel pantoon jetty) 170, ,625 Retention money on BIWTC passenger vessels 37,089,563 37,089,563 Advance against Hired Land - Shipyard 675, ,000 Tk 40,511,954 40,583, Advances - note 7 Advance Tax 148,658, ,794,833 Against Import & Supplies 1,115,096, ,624,390 Staff Advance against Local Purchase 1,256, ,765,310 1,116,353,290 1,091,389,700 Against Land Purchase 85,026,538 76,860,428 Against Local Purchase 1,047,808,415 1,035,183,201 Against Land Rental 265, ,000 Against Salary 2,246,533 2,367,133 Additional disclosure in line with schedule 11 part 1 of the Companies Act, ,135,346,486 1,114,675,762 Tk 2,400,357,935 2,338,860,295 Advance outstanding for a period exceeding six months Tk 1,201,644,828 1,168,515,128 Advance considered good Tk 2,400,357,935 2,338,860,295 Advance to Directors & Officers Tk 2,246,533 2,367,133 Advance to Directors & officers of the common management company Tk These include dues realizable/adjustable after one year next from the reporting date Advances include aggregate amount due by the officers of the Company Tk 40,511,954 40,583,954 Tk 2,246,533 2,367, The maximum aggregate amount due by the officers of the Company Tk 2,246,533 2,480,500 at the end of any month during the period CASH AND CASH EQUIVALENTS Balances with Scheduled Banks Taka Accounts - note ,638, ,356,758 Foreign Currency Accounts - note ,352,380 57,645, ,990, ,001,995 Margin with Banks - note ,340,750 21,340,750 Cash in Hand - note , ,322 Deposit with Non Banking Financial Institution - note ,696,007 59,799,022 Taka 449,856, ,274, P age

27 Taka Accounts - note 8 Dutch- Bangle Bank Limited - - Premier Bank Limited 16,288 16,288 National Bank Limited - 2,107 Mutual Trust Bank Limited 30,759,167 30,611,913 United Commercial Bank Limited 33,238 33,813 IFIC Bank Limited 31,097 21,301,605 Bank Asia Limited 103,351, ,093,927 BRAC Bank Limited 3,083,014 8,000,768 Southeast Bank Limited 2,634 3,260 Islamic Bank Bangladesh Limited 17,332 19,902 AB Bank Limited 4,782, ,207 Eastern Bank Limited 74,104 53,999 City Bank Limited 93,649 47,794 One Bank Limited 3,939 84,298,905 Prime Bank Limited 515, ,752 Mercantile Bank Limited 24,825 25,515 Sonali Bank Limited 5,054,560 5,055,285 Janata Bank Limited 58,568 1,698,820 Pubali Bank Limited 8,197 11,002 Dhaka Bank Limited 1,413,139 85,214 Agrani Bank Limited 70,629 71,204 Basic Bank 268, ,743 Modhumoti Bank 689, ,092 Meghna Bank Limited 3,382,792 17,015,677 South Bangla Agriculture Bank 113, ,061 Union Bank Limited 6,550 7,125 NRB Global Bank Limited 998, ,245 NRB Commercial Bank Limited 7,528 8,103 NRB Bank Limited 2,125 2,700 Trust Bank Ltd. 1,470, ,024 Rupali Bank Ltd 2,125 2,700 Midland Bank Limited NCC Bank Limited 335 1,025 Bangladesh Commerce Bank Ltd. 906,139 - First Security Islami Bank Ltd 397,546 36,129,501 Tk 157,638, ,356, Dec Jun-17 Foreign Currency Accounts - note 8 BRAC Bank Limited 37,125 38,976 Southeast Bank Limited 958, ,756 One Bank Limited 84,754 79,926 Bank Asia Limited 208,272,244 56,613,579 Tk 209,352,380 57,645,237 Margin With Banks - note 8 BRAC Bank Limited (APG) 10,000 10,000 Bank Asia Limited (ISSA) 15,230,750 15,230,750 One Bank Limited 6,100,000 6,100,000 Tk 21,340,750 21,340,750 Cash in Hand - note 8 829, , P age

28 8.5 Deposit with Non Banking Financial Institutions - note 8 Union Capital Ltd. 22,518,397 22,185,613 MIDAS Financing Ltd. 10,902,114 10,740,999 Premier Leasing & Finance Ltd. 15,225,000 15,000,000 Reliance Finance Ltd. 12,050,496 11,872,410 Tk 60,696,007 59,799,022 Taka 449,856, ,274,089 Period of all deposits is three months with auto renewal unless otherwise instructed. 9 SHARE CAPITAL 9.1 Authorized 600,000,000 Nos. Ordinary Shares of Tk 10 each Taka Amount in Taka 31-Dec Jun-17 6,000,000,000 3,000,000,000 The Company has increased its Authorized Capital from existing Tk. 1,000,000,000 to Tk. 3,000,000,000 duly passing special resolution in 4th Extra Ordinary General Meeting held on and due submission made in the office of the Registrar of Joint Stock Companies. The Company has further increased its Authorized Capital from existing Tk. 3,000,000,000 to Tk. 6,000,000,000 duly passing special resolution in 6th Extra Ordinary General Meeting held on and due submission made in the office of the Registrar of Joint Stock Companies. 9.2 Issued, subscribed and paid-up Paid- up in cash note ,280,502 nos. Ordinary Shares of Tk 10 each Taka 1,662,805,020 1,484,647,340 Break up Share issued in cash sponsors/promoters (6,45,51,900 Tk.10 each) 645,519,000 Share issued in cash through IPO from General public (45,000,000 Tk.10 each) 450,000,000 Bonus Share issued during the year in 14 th AGM (10,955,190 Tk.10 each) 109,551,900 Bonus Share issued during the year in 15 th and 16th AGM held on ( 27,957,644 Tk.10 eac 279,576,440 Bonus Share issued during the year in 17th AGM held on ( 17,815,768 Tk.10 each) 178,157,680 1,662,805, % of paid-up capital held by: A. Sponsor/promoters and directors: % B. Govt.: 0.00 % C. Institute: % D. Foreign: 0.00 % E. Public: % The Company increased its paid up capital by Tk 1,63,400 issuing 1,634 Tk 100 on & Tk. 400,000,000 issuing 4,00,00,000 Tk. 10 each on in cash. Both the issues were approved by the Securities and Exchange Commission. The Company converted its per share value to Tk 10 from Tk 100 on 26 July 2009 by passing a special resolution in Extra-Ordinary General Meeting and company has also issued 4,50,00,000 shares to general public through IPO and 1,09,55,190 no bonus shares issued by 14 th AGM. later 27,957,644 in stock dividend issued by approving in 15 and 16 AGM held on and finally stock dividend issued by approving in 17th AGM held on Position of shares holding - note 9.2 Shareholders 31-Dec Jun-17 In % In % Chairman Mr. Md. Saiful Islam Managing Director Mr. Md. Sakhawat Hossain Directors Capt. Mr. Sohail Hasan Mr. Md. Saeedul Islam Mr. Arifur Rahman Khan Mr. Abu Md. Fazle Rashid Mr. Monzur Morshed Chy Mr. Shah Alam Mr. Md. Abdul Mobin Capt. Mr. ABM Fazle Rabbi Mr. A.K.M. Rezaur Rahman Total Shares of Directors Others : Western Marine Services Limited Other Individuals P age

29 9.4 The distribution schedule showing the number of shareholders and their shareholding percentage as on 30 June 2017 is as follows: 31-Dec Jun-17 Range of the holdings No. of Shareholders % of holdings No. of Shareholders % of holdings Less than 500 Shares 23, , Shares to 5,000 Shares 8, , ,001 Shares to 10,000 Shares 1, , ,001 Shares to 20,000 Shares ,001 Shares to 30,000 Shares ,001 Shares to 40,000 Shares ,001 Shares to 50,000 Shares ,001 Shares to 100,000 Shares ,001 Shares to 1,000,000 Shares Over 1,000,000 Shares Taka 34, , Dec Jun Share Premium Account Taka 1,186,842,320 1,365,000,000 The Company has received premium by amounting Tk. 240,000,000 against issuing of 24,000,000 Tk.10 as premium on duly getting approval from Securities and Exchange Commission. The Company has also received premium by amounting Tk. 1,125,000,000 against issuing of 45,000,000 Tk. 25 as premium on duly getting approval from Security and Exchange Commission. Stock Dividend of taka 178,157,680 for the year adjusted with Share Premium account as per Section 57 (2) of The Companies Act 'Amount in Taka 31-Dec Jun TERM LOAN Loan from Banks & Financial Institutions Loan - Current portion (Due within one year) 1,122,751,569 1,493,532,896 Loan - Non Current Portion (Due after more than one year) 8,273,211,404 7,641,594,401 Taka 9,395,962,973 9,135,127,297 Term loan from Banks and Financial Institutions is backed by collateral security of land and equipment with Directors' personal guarantee repayable by 33 to 60 monthly installments at rate of interest chargeable from 9.00 % to %. 'Amount in Taka 31-Dec Jun-17 Break up of Term Loan: a) Bank Asia Limited Due within one year 224,800, ,800,000 Due after more than one year 1,394,850,715 1,398,398,812 Tk 1,619,650,715 1,623,198,812 b) Pubali Bank Ltd Due within one year 30,000,000 30,000,000 Due after more than one year 22,200,581 20,522,124 Tk 52,200,581 50,522,124 c) Mutual Trust Bank Limited Due within one year 20,000,000 20,000,000 Due after more than one year 852,149, ,313,991 Tk 872,149, ,313,991 d) BRAC Bank Ltd. Due within one year 28,800,000 28,800,000 Due after more than one year 19,730,452 14,586,506 Tk 48,530,452 43,386, P age

30 e) One Bank Limited Due within one year 58,200, ,479,564 Due after more than one year 255,492,652 - Tk 313,692, ,479,564 f) IFIC Bank Ltd. Due within one year 64,063,218 Due after more than one year - - Tk - 64,063,218 g) Dhaka Bank Ltd. Due within one year 45,674,175 46,112,720 Due after more than one year - - Tk 45,674,175 46,112,720 h) NCC Bank Ltd. Due within one year 59,200,000 59,200,000 Due after more than one year 165,693, ,696,315 Tk 224,893, ,896,315 i) National Bank Ltd. Due within one year 282,400, ,400,000 Due after more than one year 3,750,954,502 3,530,710,457 Tk 4,033,354,502 3,813,110,457 j) Sonali Bank Ltd. Due within one year 237,600, ,600,000 Due after more than one year 897,095, ,690,403 Tk 1,134,695,003 1,075,290,403 k) Islamic Finance & Investment Ltd. Due within one year 5,553,365 5,553,365 Due after more than one year 19,865,624 21,263,647 Tk 25,418,989 26,817,012 l) Reliance Finance Ltd. Due within one year 34,677,144 34,677,144 Due after more than one year 116,468, ,765,352 Tk 151,145, ,442,496 m) Midas Financing Ltd. Due within one year 32,000,000 32,000,000 Due after more than one year 215,148, ,281,216 Tk 247,148, ,281,216 n) National Housing Finance & Investment Ltd. Due within one year 3,382,800 3,382,800 Due after more than one year 9,903,462 8,944,494 Tk 13,286,262 12,327,294 o) Union Capital Ltd. Due within one year 13,200,000 13,200,000 Due after more than one year 226,051, ,271,254 Tk 239,251, ,471, P age

31 p) Premier Leasing & Finance Ltd. Due within one year 27,000,000 27,000,000 Due after more than one year 184,107, ,450,509 Tk 211,107, ,450,509 q) Uttara Finance And Investment Ltd. Due within one year 15,296,472 15,296,472 Due after more than one year 57,490,751 53,366,614 r) National Finance Ltd. Tk 72,787,223 68,663,086 Due within one year 4,967,613 4,967,613 Due after more than one year 86,009,115 81,332,707 Tk 90,976,728 86,300, Due (to)/from affiliated companies - note 2.19 & 29 Taka 9,395,962,973 9,135,127, Due (to)/from affiliated companies Western Marine Services Limited - note & 29 34,296,497 32,671,111 New Western Marine Shipbuilders Limited - note & ,913, ,991,265 Western Fishers Shipyard Limited - note & 29 16,017,095 15,284,527 IHC-WMShL Limited - note & ,666, ,409,873 Taka 652,893, ,356,775 The make up Western Marine Services Limited - note 11.1 Opening balance 32,671,111 30,277,877 Received during the year - (1,550,000) Interest during the period 1,625,386 3,243,234 Paid during the year - 700,000 Closing balance 34,296,497 32,671, New Western Marine Shipbuilders Limited - note 11.1 Opening balance 265,991, ,464,044 Received during the year - (51,472,884) Interest during the period 14,286,350 29,227,221 Paid during the year 52,635,647 4,772,884 Closing balance 332,913, ,991, Western Fishers Shipyard Limited - note 11.1 Opening balance 15,284,527 13,847,027 Received during the year - - Interest during the period 732,568 1,437,500 Paid during the year - - Closing balance 16,017,095 15,284, IHC-WMShL Limited - note 11.1 Opening balance 256,409, ,500,098 Received during the year - (29,232,000) Interest during the period 13,256,867 26,731,830 Paid during the year - 1,409,945 Closing balance 269,666, ,409, P age

32 *** As per decision of Board of Directors in a meeting held on , it was decided to treat the finance provided to or from the related parties as short term loan & charge 10.00% on daily balance with effect from July P age

33 Amount in Taka 31-Dec Jun DEFERRED TAX ASSET/LIABILITY - note Opening Balance (45,703,653) (42,085,739) Less : Adjustment on opening balance for asset deletion - - (45,703,653) (42,085,739) (Adjustment)/Provision made during the year (1,838,196) (3,617,915) Closing Balance Taka (47,541,849) (45,703,653) Carrying Amount Tax Base Taxable/ As on 31st Dec 2017: Property, Plant and Equipment (Except Land) 3,343,737,550 2,392,900, ,836,989 Applicable Tax Rate 5% Deferred Tax Liability 47,541,849 As on 30 June 2017: Property, Plant and Equipment (Except Land) 3,289,064,832 2,374,991, ,073,068 Applicable Tax Rate 5% Deferred Tax Liability 45,703, RESERVE & PROVISIONS Reserve for Warranty - note 2.20 & ,500,487 46,966,421 Provision for Income Tax Expenses - note & ,630,699 95,633,293 Provision for Workers' profit participation & welfare fund - note ,113,886 46,279,321 Taka 182,245, ,879, Reserve for Warranty - note 2.20 & 13 Opening Balance 46,966,421 56,162,117 Provision made during the year - note ,966,421 56,162,117 Paid/Adjustment during the year (3,465,934) (9,195,696) Closing Balance Tk 43,500,487 46,966, Provision for Current Income Tax Expenses - note & 13 Opening Balance 95,633,293 87,130,180 Provision made during the year 12,997,407 16,023, ,630, ,153,293 Paid/Adjustment during the year - (7,520,000) Closing Balance Tk 108,630,699 95,633, Provision for Contribution to workers' profit participation & welfare fund - note 13 Provision for prior years 46,279,321 28,525,427 Provision made during the year 12,359,992 17,753,894 58,639,313 46,279,321 Paid during the period (28,525,427) Closing Balance Tk 30,113,886 46,279, BANK OD/CC - SHORT TERM LOAN 31-Dec Jun-17 Brac Bank Limited - 7,100,454 Bank Asia Ltd 241,181, ,813,324 One Bank Ltd. 52,380,034 56,012,889 Mutual Trust Bank Ltd. - - National Bank Ltd. 1,254,722,149 1,172,876,119 IFIC Bank Limited 255,405, ,052,991 Tk 1,803,688,749 1,680,855, TRADE AND OTHER PAYABLE Trade Payable - note ,163,424 97,685,039 Other Payable - note ,969,450 15,678,030 Tk 163,132, ,363, P age

34 15.1 Trade Payable - note 15 For import, supplies & others 101,163,424 97,685,039 For advance against job - - Tk 101,163,424 97,685, Other Payable - note 15 Liabilities for Expenses 614,748 1,214,761 Remuneration & Salary 16,665,282 14,088,269 Dividend payable 44,539,420 - Audit fee - note , ,000 Tk 61,969,450 15,678, REVENUE Amount in Taka 31-Dec Dec-16 Net Revenue 1,610,777,762 1,451,735,897 Taka 1,610,777,762 1,451,735,897 The make-up Name of Projects PPT 92,500,000 96,200,000 Tk 92,500,000 96,200,000 NFT 335,800, ,900,000 Tk 335,800, ,900,000 OPV Project 86,484, ,000,000 Tk 86,484, ,000,000 ESL 394,880, ,103,733 Tk 394,880, ,103,733 JSW 1 & 2 120,000, ,000,000 Tk 120,000, ,000,000 Tug boat - 8,227,250 8,227,250 Gambia tug boat & Uganda ferry - 30,360,000 30,360,000 UAE Landing craft 4,758,000 21,411,000 4,758,000 21,411,000 OSJI - 41,692,245 41,692,245 Passenger Vessels- 81,308, ,841,669 81,308, ,841,669 LCT-Army 321,396, ,396,793 CPA Tug 173,650, ,650,000 ** Export incentive included with revenue. Taka 1,610,777,762 1,451,735, P age

35 17 COST OF SHIPBUILDING Amount in Taka 31-Dec Dec-16 Materials, Store & Spares - note 6 732,562, ,761,621 Salaries, Wages and Bonus 82,357,959 80,610,224 Depreciation - note ,191, ,483,782 Fabrication/Sand Blasting Charges 8,346,994 8,858,206 Pipe Fabrication & Fitting Works 7,508,066 7,991,666 Equipment Charges 9,533,048 10,526,690 Erection Works 5,061,897 5,007,859 Canteen Expenses 5,779,239 6,309,843 Vessel Accommodation Works 6,045,304 6,332,252 Repair and Maintenance 5,313,221 5,272,180 Capital equipment running expenses - fuel etc. 1,417,587 1,282,055 Cleaning & Painting Works 733, ,251 Insurance Premium 1,573,092 1,325,198 Vessel Commissioning Expenses 2,308,845 2,479,146 Electricity 3,356,170 3,169,000 Transportation Charges 1,108,265 1,128,233 Testing & Inspection Charges 87,093 51,714 Security Guard Charges 2,379,292 2,224,227 Rental Expenses 1,397,691 1,522,150 Bending / Piping Charges 1,133,089 1,044,093 Staff Safety & Compliance Charges 588, ,135 Stationery 389, ,685 Coating & Painting Works 587, ,943 Vessel Equipment Installation Exp. 963, ,201 Fender & Other Works 371, ,779 Keel Laying 207, ,293 Dredging Charges 212, ,499 Tours & Travels 120,245 93,825 Mobile, Telephone and Internet 119, ,897 Slipway and Steel Structure Charges paid to CPA 93,670 68,584 Water Expenses 16,538 10,060 Training expenses 21,178 45,610 Rent, Rates and Taxes 40,550 14,708 Medical expenses 41,134 52,667 Printing 61,074 55,930 Conveyance 51,276 40,469 Stamp, Postage & Courier 36,257 35,525 Worker's Compensation 20,500 35,701 Bilge Keel Works 85, ,550 Gift and Donation 20,000 55,235 Galvanizing Charges 41,134 75,872 Software Expenses 12,000 7,175 Survey Fee 50, ,565 Newspaper, Book & Periodicals 6,358 7,775 Taka 1,034,352, ,659,070 Project wise break-up OPV Project 43,899,543 75,507,274 ESL 263,920, ,994,029 JSW 90,756,370 98,521,214 Tug boat - 5,636,913 NFT 196,487, ,625,638 UAE Landing craft 3,102,865 14,669,779 OSJI - 26,265,506 Passenger Vessels- 53,024, ,075,158 LCT-Army 194,094,552 - CPA Tug 128,743,488 - PPT 60,322,618 72,562,358 Gambia tug boat & Uganda ferry - 20,801,200 Taka 1,034,352, ,659, P age

36 18 ADMINISTRATIVE EXPENSES Salaries, Remuneration & Allowances 15,263,579 14,013,362 Depreciation - note 3.2 2,098,335 1,854,197 Vehicle Running Expenses 625, ,735 Tours & Travels 256, ,853 Electricity 323, ,639 Water Charges 18,267 22,715 Gift and Donation 177, ,875 Stationery 603, ,887 Registration Filing Expenses 117, ,483 Telephone, Mobile & Internet 405, ,498 Office Maintenance 285, ,905 Professional Charges 80, ,000 Rates & Taxes 105, ,350 Guest House Rent & Expenses 37,200 55,484 Software Expenses 12,000 18,125 Credit Rating Charges 50,000 50,000 Subscription 21,000 27,475 Conveyance 193, ,685 Recruitment & Training Expenses 55,860 16,000 Medical Expenses 39,120 32,367 Printing 43,134 56,300 Stamp, Postage & Courier 105,360 82,509 Audit fee- note 27 & ,000 62,500 CSR Activities Expenses 22,400 25,626 Newspaper, Book & Periodicals 8,240 8,395 Meeting Expenses 25,060 17,891 CDBL Charges 53,182 51,565 Listing Fee 758, ,284 Taka 21,858,584 20,508, SELLING AND MARKETING EXPENSES Vessel Delivery Expenses 705, ,267 Market Promotional Expenses 188, ,975 Vessel Launching Expenses 358, ,248 Advertisement 105, ,489 Taka 1,358,087 1,108, FINANCIAL INCOME Interest from New Western Marine Shipbuilders Limited 14,286,350 10,987,644 Interest from Western Fishers Shipyard Limited 732, ,750 Interest from IHC-WMShL Limited 13,256,867 13,365,915 Western Marine Services 1,625,386 1,621,617 Interest Income from financial institutions 3,658,102 10,873,649 Income from other sources 256, ,208 Taka 33,816,110 37,906,782 *** As per decision of Board of Directors in a meeting held on , it was decided to treat the finance provided to or from the related parties as short term loan & charge 10.00% on daily balance with effect from July FINANCIAL EXPENSES Loan Interest & Bank Charges 325,364, ,297,656 Bank Guarantee Commission & Other Charges 13,923,766 15,130,305 Foreign Currency Fluctuation Loss/(Gain) - note , ,382 Loan Processing Charges - 289,581 Taka 339,825, ,144,924 Foreign Currency fluctuation loss/ (gain) adjustment due to applicable exchange rate difference between the date of transaction and reporting date relating to Foreign Currency Account. 22 INCOME TAX Current Income Tax Expenses - note ,997,407 7,047,948 Deferred Tax Liability - note 12 1,838,196 1,688,001 Taka 14,835,603 8,735, EARNINGS PER SHARE (EPS)- BASIC- note 2.16 (a) Earnings attributable to the ordinary shareholders 220,004, ,874,007 (b) Number of Ordinary shares at the close of business 166,280, ,507,090 (c ) Weighted average no. of shares outstanding 166,280, ,507,090 Earnings per share (Basic) Taka P age

37 37 P age

38 24 NET ASSETS VALUE PER SHARE The composition of Net Assets Value per share is given below : i) Net Assets Value during the year with Revaluation Reserve. 5,258,991,877 5,083,527,050 ii) Net Assets Value during the year without Revaluation Reserve. 4,575,219,131 4,396,654,780 ii) Number of Ordinary shares at the close of business 166,280, ,507,090 Net Assets Value Per Share With Assets Revaluation (Restated if required) Net Assets Value Per Share Without Assets Revaluation (Restated if required) Amount in Taka 31-Dec Dec VALUE PER SHARE ON THE BASIS OF CASH FLOWS FROM OPERATING ACTIVITIES The composition of Operating Cash Inflow/(Outflow) value per share is given below : i) Operating Cash Inflow/(Outflow) during the year 455,971, ,879,797 ii) Number of Ordinary shares at the close of business 166,280, ,507,090 Operating cash outflow per share Taka CONTINGENT LIABILITIES AND COMMITMENTS- note 2.13 a. As on reporting date, there were 9 nos. outstanding Letter of Credit amounting to Tk. 586,791,567 b. There is no such material financial or purchase commitments outstanding at the reporting date. c. There is no capital expenditure commitment at the reporting date. d. As on reporting date, an amount of Tk. 1,573,018,440 was issued as bank guarantee against the installments proceeds receipt from JSW, OPV, Gambia tug, Uganda Ferry, UAE Landing craft project. 27 AUDITORS' REMUNERATION - note 15.2 & 18 Amount in Taka 31-Dec Dec-16 Audit Fee 150, ,000 Taka 150, ,000 Audit fee represents auditors' remuneration only which is fixed up by the shareholders in Annual General Meeting. 28 DISCLOSURE AS PER BAS 11: CONSTRUCTION CONTRACT a) Contract Revenue: SL NO. Name of the Project Value in BDT Revenue Recognized up to Revenue Recognized for the period Revenue Recognized up to Offshore Patrol Vessel-OPV Project 1,520,000,000 1,433,515,728 86,484,272 1,520,000,000 2 JSW-1,2,3,4 2,000,000,000 1,800,762, ,000,000 1,920,762,261 6 UAE Landing craft 95,160,000 90,402,000 4,758,000 95,160,000 8 Passenger Vessels-2nd lot 677,572, ,506,529 81,308, ,815,226 9 PPT 370,000, ,100,000 92,500, ,600, NFT 1,460,000, ,800, ,800, ,600, ESL 2,468,000,000 1,135,280, ,880,000 1,530,160, LCT-Army 765,230, ,396, ,396, CPA Tug 377,500, ,650, ,650,000 Total 9,733,462,933 5,812,366,518 1,610,777,762 7,423,144, P age

39 b) % of stage of Work completion: SL NO. Name of the Project % of stage of Work completion up to % of stage of Work completion for the period % of stage of Work completion up to Offshore Patrol Vessel-OPV Project 94% 6% 100% 2 JSW-1,2,3,4 90% 6% 96% 6 UAE Landing craft 95% 5% 100% 8 Passenger Vessels-2nd lot 76% 12% 88% 9 PPT 52% 25% 77% 10 NFT 43% 23% 66% 11 ESL 46% 16% 62% 12 LCT Army 0% 42% 42% 13 CPA Tug 0% 46% 46% 39 P age

40 + c) Cost incurred for Work completion as % of completion: SL Cost Cost incurred Cost Name of the Project NO. up to for the period up to Offshore Patrol Vessel-OPV Project 983,412,944 43,035,401 1,026,448,345 2 JSW 1,2,3,4 1,243,168,125 89,557,342 1,332,725,467 6 UAE Landing craft 61,154,209 3,055,324 64,209,532 8 Passenger Vessels-2nd lot 342,025,853 52,211, ,237,787 9 PPT 128,918,863 59,398, ,317, NFT 400,661, ,132, ,793, ESL 780,701, ,070,026 1,056,771, LCT Army - 190,883, ,883, CPA Tug - 127,008, ,008,395 Total 3,940,043,138 1,034,352,105 4,974,395, RELATED PARTIES TRANSACTIONS - note 11 & 2.19 The Company carried out a number of transactions with related parties in the normal course of business on arms length basis: Sl. No. Name of the Parties Relationship Nature of Business Volume of Transaction (Net) Taka Closing Balance (Taka) 1 Western Marine Services Financial Shareholder Limited Transactions (1,625,386) 34,296,497 2 New Western Marine Financial Related Party Shipbuilders Limited Transactions (66,921,997) 332,913,262 3 Western Fishers Financial Related Party Shipyard Limited Transactions (732,568) 16,017,095 4 IHC-WMShL Limited Related Party Financial Transactions (13,256,867) 269,666, EMPLOYEES Number of Employees 31-Dec Dec-16 Directors Officers Staffs & Workers , CAPACITY & PRODUCTION 31-Dec Dec-16 MT MT Capacity Per Year 120, ,000 Installed Capacity- Annual 95, ,000 Actual Buildup- Half Yearly 45, , EVENTS AFTER THE REPORTING PERIOD No material events had occurred from end of reporting period to the date of issue of Financial Statements which could materially affect the values stated in the Financial Statements. 33 GENERAL 33.1 Figures appearing in these accounts have been rounded off to the nearest taka Previous year's phrases & amounts have been re-arranged, wherever considered necessary, to conform to the presentation for the year under review. 40 P age

41 SUMMARIZED CASH-FLOWS STATEMENT, PROFIT AND LOSS ACCOUNT AND BALANCE SHEET, AND DIVIDEND DECLARED AND PAID FOR EACH OF THE 5 (FIVE) YEARS IMMEDIATELY PRECEDING THE ISSUE OF RIGHTS SHARE OFFER DOCUMENT OR FOR SUCH SHORTER PERIOD DURING WHICH THE ISSUER WAS IN COMMERCIAL OPERATION [Rule-8(i)] Western Marine Shipyard Limited Auditors Report under Section-135(I), Para 24(I), of Part-II of Schedule III to the Companies Act 1994 As required under Section-135(I), Para 24(I), of Part-II of Schedule III to the Companies Act 1994, management of Western Marine Shipyard Limited has prepared the following statements of its stand alone and consolidated assets and liabilities, profit and loss accounts and cash flows for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & 2013 and submitted those to us for working and issuance of our confirmation thereon. We, as the auditors of the Company, having examined the stand alone financial statements of the Company for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & 2013 hereby confirm that the following information has been correctly extracted from those audited financial statements. Financial statements for the period ended December 31, 2017 were audited by Mahfel Huq & Co. Chartered Accountants. Financial statements for the year ended June 30, 2017, 2016 & 2015 were audited by Ahmed Zaker & Co. Chartered Accountants and Financial statements for the year ended June 30, 2014 & 2013 were audited by Hoda Vasi Chowdhury & Co. Chartered Accountants. In pursuance of section 135(1) under paragraph 24(1) of part II of the Third schedule of the Companies Act 1994 our report is as under: 1. Statement of Assets and liabilities: Amount in Taka Assets Property, plant and equipment 7,977,070,069 7,617,388,054 6,694,086,103 6,014,229,871 3,371,928,110 2,716,712,368 Investment 8,877,000 8,877,000 8,877,000 8,877,000 8,877,000 8,877,000 Due to/from affiliated companies 652,893, ,356, ,089, ,330, ,089, ,193,361 Deferred tax assets ,630,465 31,014,394 Non-current assets 8,638,840,662 8,196,621,829 7,288,052,149 6,632,437,556 4,016,525,200 3,409,797,123 Trade & other receivables 3,231,669,764 3,108,075,847 3,175,592,466 3,155,581,195 3,408,201,405 3,013,916,704 Inventories 2,087,567,442 2,003,722,825 1,797,426,920 1,821,591,140 1,035,597, ,093,996 Advances, deposits and prepayments 2,443,628,537 2,381,761,290 1,740,777, ,120, ,321, ,022,756 Cash and cash equivalents 449,856, ,274, ,023, ,802, ,957, ,292,121 Current assets 8,212,722,732 8,050,834,051 7,559,820,671 6,648,094,975 5,818,077,204 4,848,325,577 Total Assets 16,851,563,394 16,247,455,880 14,847,872,820 13,280,532,531 9,834,602,404 8,258,122,700 Equity Share capital 1,662,805,020 1,484,647,340 1,205,070,900 1,205,070, ,519, ,519,000 Share premium 1,186,842,320 1,365,000,000 1,365,000,000 1,365,000, ,000, ,000,000 Revaluation reserve 683,772, ,872, ,134, ,397, ,653, ,865,545 Retained earnings 1,725,571,791 1,547,007,440 1,503,638,369 1,199,413,272 1,160,913, ,962,289 Total Equity 5,258,991,877 5,083,527,050 4,765,844,100 4,466,881,566 2,749,086,484 2,599,346,834 Liabilities Term loan-non current portion 8,273,211,404 7,641,594,401 6,582,984,263 5,245,028,280 5,330,059,543 4,194,307,327 Deferred tax liability 47,541,849 45,703,653 42,085,739 32,524, Non-current liabilities 8,320,753,253 7,687,298,054 6,625,070,002 5,277,552,510 5,330,059,543 4,194,307,327 Term loan-current portion 1,122,751,569 1,493,532,896 1,588,624,689 1,422,489,287 1,139,867, ,365,648 Reserve & provisions 182,245, ,879, ,817, ,059, ,844, ,338,297 Short term loan 1,803,688,749 1,680,855,777 1,577,314,579 1,789,020, ,493, ,023,311 Trade & other payable 163,132, ,363, ,201, ,529, ,251, ,741,283 Current liabilities 3,271,818,264 3,476,630,776 3,456,958,718 3,536,098,455 1,755,456,377 1,464,468,539 Total liabilities 11,592,571,517 11,163,928,830 10,082,028,720 8,813,650,965 7,085,515,920 5,658,775,866 Total Equity and Liabilities 16,851,563,394 16,247,455,880 14,847,872,820 13,280,532,531 9,834,602,404 8,258,122,700 Net Assets Value Per Share With Assets Revaluation Net Assets Value Per Share With Assets Revaluation (Restated) Net Assets Value Per Share Without Assets Revaluation Net Assets Value Per Share Without Assets Revaluation (Restated) Statement of Operating Result: Amount in Taka Revenue 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103,180 Cost of shipbuilding (1,034,352,105) (1,995,792,869) (1,919,811,035) (1,810,573,253) (1,929,837,159) (1,826,234,635) Gross Profit 576,425, ,751, ,164, ,278, ,242, ,868,545 Operating Expenses (23,216,671) (43,375,362) (42,695,345) (58,414,554) (49,796,354) (45,077,898) Administrative expenses (21,858,584) (41,106,672) (40,156,189) (56,172,323) (46,323,921) (36,147,437) Selling & distribution expenses (1,358,087) (2,268,690) (2,539,156) (2,242,231) (3,472,433) (8,930,461) Operating Profit 553,208, ,376, ,469, ,864, ,446, ,790,647 Net Financial Charge (306,009,143) (584,298,227) (513,671,320) (450,153,536) (403,032,763) (386,299,176) Financial Income 33,816,110 83,065,498 90,579, ,840,346 89,613,950 77,950,739 Financial Expense (339,825,253) (667,363,725) (604,251,076) (558,993,882) (492,646,713) (464,249,915) 41 P age

42 Profit before WPPF and Welfare fund 247,199, ,077, ,798, ,710, ,413, ,491,471 Contribution to Workers' Profit Participation & Welfare Fund (12,359,992) (17,753,894) (16,889,901) (11,635,526) (9,770,687) (61,747,323) Profit before tax 234,839, ,323, ,908, ,075, ,643, ,744,148 Tax expenses (14,835,603) (19,641,028) (21,945,583) (45,657,037) (35,903,403) 13,145,181 Current tax (12,997,407) (16,023,113) (12,384,074) (5,502,342) (12,519,474) (23,693,007) Deferred tax (1,838,196) (3,617,915) (9,561,509) (40,154,695) (23,383,929) 36,838,188 Profit after tax 220,004, ,682, ,962, ,417, ,739, ,889,330 Other comprehensive income Total Comprehensive Income 220,004, ,682, ,962, ,417, ,739, ,889,330 Earning per Share (EPS) Basic-Reported Earning per Share (EPS) Basic-Restated Total number of outstanding shares 166,280, ,464, ,507, ,507,090 64,551,900 64,551,900 Weighted average no.of shares outstanding 148,464, ,507, ,284,616 64,551,900 64,551, Dividend Declared : Cash - 3% - - 5% - Bonus share - 12% 12% 10% 10% - 4. Statement of Cash Flows: Amount in Taka A) CASH FLOWS FROM OPERATING ACTIVITIES Collection From Sales and Other Income 1,487,183,845 3,046,060,947 2,793,964,447 2,804,472,080 2,183,795,314 1,774,523,076 Payment For Cost and Other Expenses (1,031,212,845) (2,629,761,928) (2,682,339,507) (2,604,291,710) (2,127,507,286) (1,764,119,570) Net Cash Inflow / (Outflow) from Operating Activities 455,971, ,299, ,624, ,180,370 56,288,028 10,403,506 B) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Property, Plant & Equipment (513,971,367) (1,202,541,908) (951,359,598) (2,878,435,163) (989,418,367) (319,724,591) Net Cash Inflow / (Outflow) from Investing Activities (513,971,367) (1,202,541,908) (951,359,598) (2,878,435,163) (989,418,367) (319,724,591) C) CASH FLOWS FROM FINANCING ACTIVITIES Loan-current & Non-current 260,835, ,518,345 1,504,091, ,590,497 1,535,254,095 1,400,601,948 Due to/from affiliated companies (82,536,818) 14,732,271 24,241,640 18,758,939 25,103,736 (696,999,347) Short term loan 122,832, ,541,199 (211,705,962) 1,559,526,872 (19,529,641) 11,363,949 Share capital ,000, Share premium - - 1,125,000, Dividend paid (44,539,420) - - (32,622,881) - - Net Financial charges (306,009,143) (584,298,227) (513,671,321) (450,153,536) (403,032,763) (386,299,176) Net Cash Inflow / (Outflow) from Financing Activities (49,416,735) 497,493, ,955,742 2,868,099,892 1,137,795, ,667,373 D) Net Increase/ (Decrease) in Cash & Cash Equivalents (107,417,102) (288,749,301) (36,778,916) 189,845, ,665,087 19,346,288 E) Cash and Cash Equivalents at the beginning of the year 557,274, ,023, ,802, ,957, ,292, ,945,833 F) Cash and Cash Equivalents at the end of the year 449,856, ,274, ,023, ,802, ,957, ,292,121 Net Operating Cash Flow per Share-Reported Net Operating Cash Flow per Share-Restated Point to be noted: 1 Dividend declared 5% cash against the amount of share capital and 10% bonus share against ordinary shares as per record date in the year The Company was incorporated on 11 July, 2000; 3 The Statement of Assets and Liabilities (Statement of Financial Position) as at June 30, 2017, June 30, 2016 and June 30, 2015 of the Company has been duly certified by us; 4 The Statement of Operating Results (Statement of Profit or Loss and other Comprehensive Income) for the year ended June 30, 2017, June 30, 2016 and June 30, The Statement of Cash Flows for the year ended June 30, 2017, June 30, 2016 and June 30, 2015 of the Company are enclosed certified by us; 6 The Company has no subsidiaries; 7 No proceeds or part of proceeds of the issue of shares were applied directly or indirectly by the Company in the purchase of any other business; 8 The Company did not prepare any financial statements for any period subsequent to June 30, 2017 except period from 1st July, 2017 to 31 December, Net Asset Value Per Share, Earning per Share (EPS) Basic and Net Operating Cash Flow per Share has been re-stated on the basis of current no of share as on December 31, Place: Dhaka Date: January 14, 2018 Mahfel Huq & Co Chartered Accountants 42 P age

43 Auditor's certificate regarding calculation of EPS and Ratios Western Marine Shipyard Limited Statement of Ratio Analysis We have examined the following earnings per share (EPS) and other ratios of Western Marine Shipyard Limited for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & 2013 which have been produced by the management of the Company and provided to us. The preparation of the EPS and the other ratios is the responsibility of the Company s management. Our responsibility is to review them and certify as to whether they have been properly prepared using stated principle on the basis of audited consolidated and stand alone financial statements for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & Based on the review, we certify that the Company has properly prepared the following EPS and other ratios using stated principles on the basis of audited consolidated and stand alone financial statements for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & Ratios pertinent to the prospectus are as specified in rule 4 (1) (d) / Annexure D of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, Name of ratio Formula Result I II dity Ratios: (i) Current Ratio Current assets/ Current liabilities (ii) Quick Ratio Total Quick assets / Current liabilities Operating Efficiency Ratios: (i) Accounts Receivables Turnover Ratio Net Credit Sales/ Average Trade receivables (ii) Inventory Turnover Ratio Cost of shipbuilding / Average Inventories (iii) Asset Turnover Ratio Turnover/ Average Total assets III Profitability Ratios: (i) Gross Margin Ratio 100 * Gross profit/ Turnover (ii) Operating Profit Ratio 100 * Operating profit/ Turnover (iii) Net Profit Ratio 100 * Net profit attributable to shareholders equity / Turnover (iv) Return on Assets Ratio 100 * Net profit attributable to shareholders equity/average Total assets (v) Return on Equity Ratio 100 * Net profit attributable to shareholders equity/ Average Shareholders' equity (vi) Earnings Per Share (EPS) Basic Net Profit after Tax/ Number of Shares (vii) Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Margin (Operating Profit+Interst+Depreciation)/ Revenue IV Solvency Ratios: (i) Debt to Total Assets Ratio Total Debt/ Total Assets (ii) Debt to Equity Ratio Total Debts/ Shareholders' equity (iii) Times Interest Earned Ratio EBIT/ Interest expense (iv) Debt Service Coverage Ratio Net Operating Income/ Annual Debt V Cash Flow Ratio: (i) Net Operating Cash Flow Per Share (NOCFPS) Net Operating Cash Flows /Nos. of ordinary shares outstanding during the year (ii) NOCFPS to EPS Ratio Net Operating Cash Flows Per Share/ EPS We have examined the calculation of the above ratios of Western Marine Shipyard Limited for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & 2013 and are found them correct. Place: Dhaka Date: January 14, 2018 Mahfel Huq & Co Chartered Accountants 43 P age

44 44 P age

45 I (i) (ii) II (i) (ii) (iii) III (i) (ii) (iii) (iv) (iv) (v) (v) (vi) (vii) Liquidity Ratios Current ratio Quick ratio Name of Ratio Operating Efficiency Ratios: Accounts Receivables turnover ratio Inventory turnover ratio Asset Turnover Ratio Profitability Ratios: Gross margin ratio Operating profit ratio Net profit ratio Return on assets ratio Return on assets ratio Return on equity ratio Return on equity ratio Earnings Per Share (EPS) Basic EBITDA Margin Western Marine Shipyard Limited Amount in Taka Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Current Assets 8,212,722,732 8,050,834,051 7,559,820,671 6,648,094,975 5,818,077,204 4,848,325, Current Liability 3,271,818,264 3,476,630,776 3,456,958,718 3,536,098,455 1,755,456,377 1,464,468,539 Current Assets - 6,125,155,289 6,047,111,226 5,762,393,751 4,826,503,835 4,782,480,066 3,965,231,581 Inventory Current Liability 3,271,818,264 3,476,630,776 3,456,958,718 3,536,098,455 1,755,456,377 1,464,468,539 Net Credit 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103,180 Revenue Average 3,169,872,806 3,141,834,157 3,165,586,831 3,281,891,300 3,211,059,055 2,680,626,652 Receivables Cost of Goods 1,034,352,105 1,995,792,869 1,919,811,035 1,810,573,253 1,929,837,159 1,826,234,635 Sold Average 2,045,645,134 1,900,574,873 1,809,509,030 1,428,594, ,345, ,471,451 Inventory Revenue 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103,180 Average Total ,549,509,637 15,547,664,350 14,064,202,676 11,557,567,468 9,046,362,552 7,525,137,543 Assets Gross Profit 576,425, ,751, ,164, ,278, ,242, ,868, Revenue 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103,180 Operating Profit 553,208, ,376, ,469, ,864, ,446, ,790, Revenue 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103,180 Profit after Tax 220,004, ,682, ,962, ,417, ,739, ,889, Revenue 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103,180 Profit after Tax 220,004, ,682, ,962, ,417, ,739, ,889, Total assets 16,851,563,394 16,247,455,880 14,847,872,820 13,280,532,531 9,834,602,404 8,258,122,700 Profit after Tax 220,004, ,682, ,962, ,417, ,739, ,889,330 Average Total ,549,509,637 15,547,664,350 14,064,202,676 11,557,567,468 9,046,362,552 assets 7,525,137,543 Profit after Tax 220,004, ,682, ,962, ,417, ,739, ,889,330 Shareholders' Equity 5,258,991,877 5,083,527,050 4,765,844,100 4,466,881,566 2,749,086,484 2,599,346,834 Profit after Tax 220,004, ,682, ,962, ,417, ,739, ,889,330 Average Shareholders' 5,171,259,464 4,924,685,575 4,616,362,833 3,607,984,025 2,674,216,659 2,531,823,675 Equity Profit after Tax 220,004, ,682, ,962, ,417, ,739, ,889, Number of Shares 166,280, ,464, ,507, ,284,616 64,551,900 64,551,900 EBITDA 1,047,323,591 1,885,979,779 1,727,223,780 1,477,991,348 1,425,295,840 1,287,460, Revenue 1,610,777,762 2,978,544,328 2,813,975,718 2,551,851,870 2,578,080,015 2,441,103, P age

46 IV (i) (ii) (iii) (iv) V (i) (ii) Solvency Ratios: Debt to total Assets ratio Debt to equity ratio Times interest earned ratio Debt Service Coverage ratio Cash Flow Ratios: Net operating Cash flow per share NOCFPS to EPS Ratio Total Debt 11,592,571,517 11,163,928,830 10,082,028,720 8,813,650,965 7,085,515,920 5,658,775, Total Assets 16,851,563,394 16,247,455,880 14,847,872,820 13,280,532,531 9,834,602,404 8,258,122,700 Total Debt 11,592,571,517 11,163,928,830 10,082,028,720 8,813,650,965 7,085,515,920 5,658,775,866 Total Shareholders' 5,258,991,877 5,083,527,050 4,765,844,100 4,466,881,566 2,749,086,484 2,599,346,834 Equity Operating Profit 553,208, ,376, ,469, ,864, ,446, ,790,647 Net Interest ,288, ,508, ,589, ,710, ,646, ,249,915 Expenses Net Operating 553,208, ,376, ,469, ,864, ,446, ,790,647 Income Total Debt 11,538,940,115 11,482,492,035 10,352,513,116 9,015,248,711 7,192,067,452 5,647,946,201 Service Cost Net Operating 455,971, ,299, ,624, ,180,370 56,288,028 Cash Flow ,403,506 Number of Share 166,280, ,464, ,507, ,507,090 64,551,900 64,551,900 Net Operating Cash Flow per Share EPS P age

47 AUDITORS CERTIFICATE OF COMPLIANCES OF CONDITIONS OF THE CORPORATE GOVERNANCE GUIDELINES TO THE SHAREHOLDERS [SEC NOTIFICATION NO.SEC/CMRRCD/ /134/ADMIN/44 DATED 7AUGUST 2012 & 21 ST JULY, 2013] CERTIFICATE ON CORPORATE GOVERNANCE COMPLIANCE OF WESTERN MARINE SHIPYARD LIMITED We have examined the compliance to the BSEC guidelines on Corporate Governance by WESTERN MARINE SHIPYARD LIMITED and its subsidiary for the year ended 30 June 2017 as stipulated in clause 7(i) of the BSEC notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 th August, 2012 and as amended by notification no. SEC/CMRRCD/ /147/Admin/48 dated 21 st July, 2013 of Bangladesh Securities and Exchange Commission (BSEC). The compliance of conditions of corporate governance guidelines as stated in the aforesaid notification and reporting of the status of compliance is the responsibility of the management of Western Marine Shipyard Limited. Our examinations for issuing this certification was limited to the checking of procedure and implantation thereof, adopted by Western Marine Shipyard Limited for ensuring the compliance of conditions of corporate governance and correct reporting of compliance status on the attached statement on the basis of evidence gathered and representation received. To the best nof our information and according to the explanations given to us, we certify that, in our opinion and to the best of our information and according to the explanations provided to us, we certify that, as reported on the attached status of compliance statement, Western Marine Shipyard Limited, has complied with the conditions of corporate governance stipulated in the above mentioned BSEC notification dated 07 th August, 2012 and as amended by the notification dated 21 st July, Place - Chittagong Date- November 25, 2017 Rahman Mostafa Alam & Co. Chartered Accountants LENGTH TIME DURING WHICH THE ISSUER HAS CARRIED ON BUSINESS [(RULE-8(J)] Western Marine Shipyard Limited (WMSHL) was incorporated in Bangladesh on 11 July, 2000 as a Private Limited Company and was subsequently converted into a Public Limited Company on 26 July, 2009 with the Registrar of Joint Stock Companies and Firms in Bangladesh under the Companies Act, The principal activities of the Company are to establish, build, erect, construct shipyard, dockyard, slipway, a workshop on its own land, purchase or otherwise undertake ownership/management of shipyard, dockyard, slipway, workshop etc. in order to carry on the business of shipbuilding and repairing. The commercial operation of the Company commenced on 11 July, P age

48 IMPLEMENTATION SCHEDULE FOR COMPLETION OF EACH SEGMENT OF THE PROJECT ALONG WITH THE PROPOSED DATES OF TRIAL AND COMMERCIAL OPERATION OF THE PROPOSED PROJECT [see rule-8(k)] Western Marine Shipyard Limited Schedule of fund utilization from Right Share Issue For Increase Yard Capacity, BMRE & Loan Repayment for increasing Profitability of the Yard This is to certify that, the fund increase by Right Issue in 2018 (1:1.25 Ratio) will be used for yard Capacity Building & Loan Repayment purpose details of Implementation are given below: Sl. Particulars Amount in BDT 1 Replacement & Refurbishment of Capital Machinery for capacity build up & production enhancement(bmre) 551,106,420 2 Installation of 125Ton Gantry Crane 321,242,000 3 Development of Slipway 367,500,000 4 Yard B Expansion -Shipbuilding Fabrication, erection & pedestal setup. 155,635, X Barges for post launching works & revenue generation as project cargo carrier 333,300, xTugboat (BP 40T) for launching works 377,500,000 7 Setup & equipment for new office at Shipyard premises 22,250,000 8 Finishing work of existing 07-storey Building Structure at Shipyard premises 76,000,000 9 Installation of 30Tons Gantry Crane for stackyard. 125,854, Capital Dredging of waterfront for bigger vessel launching 175,000, Land filling & land development at Danger Char 232,125, Bank & NBFI Loan Repayment 1,369,500, Right-share Offer Document (ROD) 50,000,000 Total 4,157,012,540 Implementation Period Within 2 year after receiving fund within 06 month after receiving fund immediately after receiving fund Managing Director Western Marine Shipyard Limited Chief Financial Officer Western Marine Shipyard Limited 48 P age

49 Western Marine Shipyard Limited ANNEXURE -1 Sl. Particulars BDT in Cr. 1 Replacement & Refurbishment of Capital Machinery for capacity build up & production enhancement(bmre) 04x Mobile Crane-16Ton 30,504, x Forklift - 2x2Ton, 2x5Ton 10,000, xTruckfor material movement 19,628, x Trailer for material movement 12,500, xCNC machine for plate cutting 33,250, xCO2 welding machine 37,630, xarc welding machine 35,625, x MIG Welding machine 11,000, xpipe storage shed 42,300, xOverhead crane refurbishment 59,500, xelectrical distribution box refurbishment & replacement of parts & cables 24,000, Metalizing equipment for painting 5,765, xSpray painting machine 6,500, xquality inspection tools 4,457, xplate lifter 1,275, xMagnetic lifter 512, xPipe bending machine 35,755, Steel wire rope for winch 2,656, Load cell 3,150, Spares for CNC machine & shot blasting machine 35,000, Inspection equipment 4,250, High-pressure hose for painting 450, xSemi automatic welding machine 25,750, Refurbishment of existing airbags for launching 6,500, xLaser alignment device 875, Repair of existing fabrication shed 36,752, Fabrication of new & repair of existing pedestal 39,082, Refurbishment of launching cradle 26,439, Total 551,106, ANNEXURE Ton Gantry Crane Installation Sl # Components Description Value (Taka) 1 Foundation works Pile work, gantry beam, u-bolt fitting 216,070, Gantry beam Total fabrication & installation of the rails 35,052, Hoist installation, electrical commissioning 120Ton hoist installation & complete electrical commissioning with cable laying 33,570, Total 321,242, P age

50 Annexure - 03: Development of Slipway Sl. Quantity unit rate Total amount Particulars of works Unit # (Approx.) (BDT) (BDT) Sl Item Designed Rate, Tk Total estimate, Unit Work (A=axb) (B) Taka (A x B) 3 Pile Cast (D3.28' x 100') 126 Nos 1,000, ,000,000 4 Pile Cast (D2' x 80') 168 Nos 400,000 67,200,000 5 Pile Cap Breaking 8,000 cft ,000 6 Earth Work excavation and disposal 1,000,000 cft 12 12,000,000 7 Sand filing with 30% compaction 137,085 cft 30 4,112,550 8 Macadam for sub base compacted by 10 MT Road roller 68,543 cft ,417,000 9 Leveling Dressing 16,650 sft 4 66, CC 6,692 sft , Polythene Laying 16,650 sft 3 49, " Flat Solin 16,650 sft , U Bolt: Supply & Fitting for Rail 1,050 Nos , RCC Work Floor 63,640 cft ,501,800 Slipway Beam 15,552 cft 495 7,698,240 Guide wall base 20,000 cft ,400,000 Gantry Crane Wall 6,260 cft 520 3,255,200 Slipway end beam 1,080 cft , Goner foundation 9 Nos 3,000,000 27,000, Reinforcement Bar (With GI wire & labor) 300 MT 75,000 22,500, Rail bit supply and fitting 30,000 kg 300 9,000, Electrical works 1 unit 8,000,000 8,000, Consultant Fee for design and supervision 1 LS 6,500,000 6,500, Contingency 1 LS 1,123,760 1,123,760 Total 367,500,000 BDT (In crore) Annexure - 04: Shipbuilding shed & pedestal setup at old office space Sl. # Particulars of works Quantity (Approx.) Unit unit rate (BDT) Total amount (BDT) 1 Soil Test, survey 1 Lot 100, ,000 2 Design and consultancy and supervision 1 Item 1,000,000 1,000,000 3 Demolition of Old structure 1 Lot 1,000,000 1,000,000 4 Pile Cast (D2' x 80') 130 Nos 400,000 52,000,000 5 Pile Cap Breaking 2,800 cft ,000 6 Earth Work excavation and disposal 99,000 cft 12 1,188,000 7 Sand filing with 30% compaction 58,500 cft 30 1,755,000 8 Macadam for sub base compacted by 10 MT Road roller 19,500 cft 400 7,800,000 9 Leveling Dressing 18,000 sft 4 72, CC (4") 18,000 sft , Polythene Laying 18,000 sft 3 54, U Bolt: Supply & Fitting for Rail 600 Nos , Anchor Bolt: Supply & Fitting for Column base 416 Nos. 2,500 1,040, RCC Work - Pile cap 7,800 cft 495 3,861,000 Grade Beam 720 cft ,400 Floor 18,000 cft 495 8,910,000 Slipway Beam 7,200 cft 540 3,888, P age

51 15 Goner foundation 2 Nos 3,000,000 6,000, Reinforcement Bar (With GI wire & labor) 101 MT 75,000 7,575, Rail bit supply and fitting 9,600 kg 300 2,880, Structural Steel Works (Column, Rafter etc.) 200 MT 150,000 30,000, Purlin 13 MT 150,000 1,950, Sheeting work 30,000 sft 200 6,000, " Brick wall 2,075 cft , Internal Office Interior 800 sft 2,000 1,600, Toilet Blocks 1 unit 500, , Electrical works 1 LOT 7,500,000 7,500, Contingency 1 LS 6,511,720 6,511,720 Total Estimated amount 155,635,120 BDT (In crore) xBarges Costing Sl # Description Value (Taka) m x15.24m x3.05m (Length x Breadth x Depth) Capacity = 1000Ton Barge; Qty= 7nos 177,800, m x 9.6m x 2.5m (Length x Breadth x Height) Capacity = 500Ton Barge; Qty= 8Nos 143,500, m x8.1m x2.2m (Length x Breadthx Height) Capacity =300Ton Barge; Qty=01Nos 12,000, Total 333,300, Ton Bollard Pull Tugboat Costing Sl # Components Description Value (Taka) 1 Hull & Outfitting Length overall = 30.00m, breadth = 10.50m, Height=4.50m 101,641, Main Engine, Gearbox and Control System Installation of 1800 BHP X 2 107,650, Installation of Twin Fixed Pitch Propeller Twin Rudder Steering Gear kva X 2 Generator Other Engine room 85 kva X 1 Generator Machinery Various Pumps (Bilge Pump, Ballast Pump, Fuel Oil Pump, Fire Pump, Emergency Fire Pump, Fresh Water Pump), Compressors, Starting Air Bottles and Valves etc. 77,800, Deck Machinery Installation of Anchor Windlass, Chain Stopper, Mooring Capstan, Towing Hook, Anchor, Chain, Ropes etc. 24,600, Electrical System & alarm system Accommodation & HVAC 7 Safety System Full electrical system works, cabling, termination, main engine & generator powering, lever operation, General Alarm, Navigation and Communication Equipment 12 person s accommodation with furniture's and air conditioning and ventilation, Ventilation of Engine room and other places. Fixed Fire Fighting the CO2 system, Portable Fire Fighting System, Life Saving Equipment etc. 27,980, ,215, ,412, Test & Trial Fuel, lube oil, hydraulics oil, manpower 9,200, Total 377,500, P age

52 Annexure - 07: Office Equipment for new office at Shipyard premises Sl. # Particulars of works Quantity unit rate Total amount Unit (Approx.) (BDT) (BDT) Office Block 01 1 Front desk (Reception) chair, table, sofa for 1 Item 200, , waiting room full setup 2 Chair, table, office stationeries for officers 38 sets 60,000 2,280, (cubicle and work station) 3 Chair, table for Directors/ Department Head 2 sets 200, , Computer, ups,etc. 42 sets 75,000 3,150, printers 5 sets 12,000 60, Server, Internet router, switch, cable, etc. 1 lot 1,000,000 1,000, Photocopiers, A3 Printers Scanners etc. 2 sets 200, , roof sheet repair/replacement 1 Item 1,000,000 1,000, Painting interior and exterior 1 Item 600, , Kitchen items and accessories 1 sets 100, , Office Block 02 1 Front desk (Reception) chair, table, sofa for 1 Item 200, , waiting room full setup 2 Chair, table, office stationeries for officers 16 sets 60, , (cubicle/work station) 3 Furniture for DMD, Director and Departmental 1 sets 400, , head 3 roof sheet repair/replacement 1 Item 1,000,000 1,000, Painting interior and exterior 1 Item 100, , A0 Plotter - 02 nos., A3 Printer - 2 nos. A0 Photo 1 lot 1,000,000 1,000, copier- 01 no. Color Photocopier - 01, Photocopier - 01 no. 7 Photocopiers, Printers, Scanners etc. for common 2 sets 200, , use 8 Kitchen items and accessories 1 sets 200, , PHCC 1 Furniture replacement 1 Lot 3,000,000 3,000, medical equipment procurement 1 lot 3,000,000 3,000, Site offices (At different locations of Production areas) 1 Painting interior and exterior 1 Item 1,500,000 1,500, Chair, table, office stationeries 1 lot 300, , Misc. Cost 1 Contingencies 1 Item 1,000,000 1,000, Total Estimated Amount 22,250, BDT (In crore) Annexure - 08: Finishing work on existing 07 story Building Structure at Shipyard premises Sl. Quantity unit rate Total amount Particulars of works Unit # (Approx.) (BDT) (BDT) 1 5 inch thick brick wall 8,400 sft ,092, inch thick brick wall 2,800 cft , mm thick sand and cement plaster. 57,600 sft ,267, Tiles work 34,400 sft ,600, Outside Glass work (Triple layer nitrogen filled 7,750 sft 1, ,850, tempered tinted glass) 6 MS collapsible gate 1 no. 75, , "x0.5" Grove on outside wall 9,800 rft , ' x 7' Door for washroom 21 pcs 7, , '-4" x 7' door 1 pcs 10, , Internal Glass door (Double part) 14 pcs 20, , Outside SS Show Grill 2,200 sft , P age

53 12 Toilet setup with 6 basins, 3 commodes, 1 urinal per 7 Sets 400, ,800, floor with necessary stop cock, shower, mirrors, shelves etc. 13 complete electrical works with necessary wire, 7 Floor 500, ,500, switch, fan, light and other accessories 14 Lift. Capacity 8~10 persons 1 No. 3,200, ,200, interior works including making cubicles, 28,700 sft 1, ,700, partitions, ceiling works etc. 16 Supply and installation of air conditioners for each 7 Floor 1,500, ,500, floor 17 Inside outside paint works 60,000 sft ,800, Roof Sheeting, including: steel truss, Colored 4,200 sft ,113, profile sheets, insulations, roof ceiling etc. 19 Contingency 1 L.S. 628, , Total Estimated Amount 76,000, BDT (In crore) Ton Gantry Crane Installation Sl # Components Description Value (Taka) 1 Hoist, hook, beam & leg Span= 75ft, 30Ton hoist, 12mm plate for beam. 70,000, Fabrication & Installation Total fabrication works, erection works 23,500, Hoist installation, rail laying 30Ton hoist installation & rail laying 13,570, Electrical works cable laying, the electrical system works, automation, paneling works. 18,784, Total 125,854, Cost in Crore Annexure - 10: Capital Dredging of Existing waterfront for bigger vessel launching Total Dredging volume 17,500,000 cft Sl. # Particulars of works Quantity unit rate Total amount Unit (Approx.) (BDT) (BDT) 1 Dredging works 17,500,000 cft 7 113,750,000 2 Disposal of mud by Bulkhead carrier and fuel 17,500,000 cft 4 61,250,000 Total 175,000,000 Annexure - 11: Yard land development at Dangar Char Total Area: Acre Sl. # Particulars of works Quantity unit rate Total amount Unit (Approx.) (BDT) (BDT) 1 Boundary Wall construction 5,050 rft 32, ,125,000 2 Land Filling up to (1992 Flood level+10 feet) 5,000,000 cft ,000,000 3 Temporary dam at riverfront to protect leakage by double larger steel pipe driving, tie-up all pipes, sheeting both side and sandbag filling and 550 rft 60, ,000,000 removal of whole items after completion of the development work Total 232,125, P age

54 Western Marine Shipyard Ltd. Repayment of Bank & NBFI from Right Share AA. Bank : Amount In Taka Sl Bank Name Balance as on Paid from No 31st Dec, 2017 Right Issue 1 IFIC Bank Ltd 255,405, ,405, Brac Bank Ltd 48,530, ,000, One Bank Ltd 313,692, ,000, National Bank Limited 4,033,354, ,000, Bank Asia Ltd 161,965, ,000, Pubali Bank Ltd 52,200, ,500, Dhaka Bank Limited 45,674, ,594, Total 4,910,823, ,500, BB. NBFI : 1 Islamic Finance and Investment Ltd. 25,418, ,000, Premier Leasing & Finance Ltd 211,107, ,000, Reliance Finance Ltd 151,145, ,000, Union Capital Ltd 239,251, ,000, Uttara Finance Limited 72,787, ,000, National Finance 90,976, ,000, Midas Financing Limited 247,148, ,000, National Housing Finance and Investment Ltd. 13,286, ,000, Total 1,051,121, ,000, G. Total (AA + BB) : 5,961,944, ,369,500, P age

55 QUANTITY OF SHARES HELD BY EACH DIRECTOR AND PERSON ON THE DATE OF SUBMISSION OF THE RIGHTS SHARE OFFER DOCUMENT [(ROD) (Rule-8(I)] Sl. Number of Percentage Name Position No. Shares (%) 1 Mr. Md. Saiful Islam Chairman 18,978, Mr. Md. Sakhawat Hossain Managing Director 4,433, Capt. Sohail Hasan 4,953, Mr. Arifur Rahman Khan 4,219, Capt. ABM Fazle Rabbi 3,325, Mr. Abu Md.Fazle Rashid 3,722, Mr. Monzur Morshed Chowdhury Director 3,564, Mr. Mohammed Abdul Mobin 3,325, Mr. Shah Alam 3,668, Mr. Saeedul Islam 4,487, Mr. AKM Rezaur Rahman 3,325, Wali-ul-Maroof Matin - - Independent 13 Capt. Mohammed Anam Chowdhury - - Director 14 Engr. Mostafizur Rahman - - Total Share hold by Directors 58,004, Western Services Limited Sponsor 2,472, Total Share hold by Director & Sponsor 60,477, BENEFICIAL OWNERS HOLDING SHARES 5% OR ABOVE [Rule-8(l)] Number of Percentage Name Position shares held (%) Mr. Md. Saiful Islam Chairman 18,978, COMPOSITION OF SHAREHOLDING POSITION OF THE COMPANY Particulars No. of Total Amount of % of Total Shares Held Shares Shares Sponsors & Directors 60,477, ,774, General Public 22,314, ,148, Institutions 83,488, ,881, Foreign Government Total 166,280, ,662,805, DETAILS OF DIRECTORS, MANAGING DIRECTOR & COMPANY SECRETARY [Rule-8(m)] SL. No. Name of Directors Age 1 Mr. Md. Saiful Islam 58 2 Mr. Md. Sakhawat Hossain 58 3 Capt. Sohail Hasan 57 4 Mr. Arifur Rahman Khan 53 Education Qualification Marine Engineer - U.K MEO Class-1 (motor) certificate, Graduated from Marine Academy Certificate of Competency Class 2(Motor ship), DTp UK National Diploma in Address Kolagaon, No.4, Kolagaon Union, Patiya, Chittagong, Bangladesh. Occupation Business Business Business Business 55 P age

56 SL. Education Name of Directors Age No. Qualification Address Occupation Marine Engineering, U.K Bss & Mss, Adv. 5 Capt. ABM Fazle Rabbi 47 Diploma Business Master Mariner 6 Mr. Abu Md.Fazle Rashid 56 M.E.O. CLASS-1 UK, I. Eng. Business MIMarEST (UK) 7 Mr. Monzur Morshed Chowdhury 53 M. Com. (Accounting) Business 8 Mr. Mohammed Abdul Mobin 47 M.E.O. CLASS-1 S pore IEng Mar Eng Business AMIMar Est(UK) 9 Mr. Shah Alam 59 Graduate, CU Business 10 Mr. Saeedul Islam 52 Bachelor of Business Administration Kolagaon, No.4, Business 11 Mr. AKM Rezaur Rahman 48 University of New York M.Com, DU Kolagaon Union, Patiya, Chittagong, Business 12 Wali-ul-Maroof Matin 56 MSC in Bangladesh. Accounting, Business 13 Capt. Mohammed Anam Chowdhury 61 Master Mariner, UK Business 14 Engr. Mostafizur Rahman 56 BSC Civil Engineer, BUET Business 15 Md. Shahadat Hosen, FCA 38 M.Com, FCA, FCMA Services NAME OF THE PUBLIC LISTED COMPANIES UNDER COMMON MANAGEMENT [see rule-8(n)] As per the Securities and Exchange Commission (Rights Issue) Rules, 2006; there is no Public Listed Company under the common Management of Western Marine Shipyard Limited. CLASSIFIED INFORMATION & UNDERWRITERS [Rule-8 (o)] AUDITOR ISSUE MANAGER CO- ISSUE MANAGER UNDERWRITER BANKER TO THE ISSUE Mahfel Huq & Co., Chartered Accountants NRB Equity Management Ltd. Al-Raji Complex, Suite# G-602, 603 (6 th Floor), , Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka Swadesh Investment Management Ltd. UTC Building, 11th Floor 8 Panthapath, Kawran Bazar, Dhaka-1215, Citizen Securities & Investment Limited BMSL Investment Limited NRB Equity Management Limited LankaBangla Investments Limited IDLC Investments Limited EBL Investments Limited BetaOne Investments Limited Prime Finance Capital Management Ltd Swadesh Investment Management Ltd Al-Arafa Islami Bank Limited, Dhaka Bank Limited, Islami Bank Bangladesh Limited, IFIC Bank Limited, Investment Corporation of Bangladesh 56 P age

57 NAME OF THE UNDERWRITERS Name of Underwriters No. of Shares to be Underwritten Offer price (BDT) Total Underwritten Amount (BDT) % of Total Underwritten BMSL Investment Limited 17,500, ,000, % NRB Equity Management Limited 77,850, ,557,012, % LankaBangla Investments Limited 7,500, ,000, % IDLC Investments Limited 7,500, ,000, % EBL Investments Limited 5,000, ,000, % BetaOne Investments Limited 25,000, ,000, % Prime Finance Capital Management Ltd 10,000, ,000, % Swadesh Investment Management Ltd. 40,000, ,000, % Citizen Securities & Investment Limited 17,500, ,000, % 207,850,627-4,157,012, % UNDERWRITERS INFORMATION AND OBLIGATION If and to the extent that the shares offered to the existing shareholders by the Rights Share Offer Document authorized hereunder shall not have been subscribed and paid for in cash in full by the closing date, the Company shall within 10 (ten) days of the closure of subscription call upon the underwriters (for full unsubscribed amount) in writing with a copy of said writing to the Bangladesh Securities and Exchange Commission, to subscribe for shares not subscribed by the closing date and to pay for in cash in full, for such unsubscribed shares within 15 (fifteen) days after being called upon to do so. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his commitment under this Agreement, until such time as the Cheque/Bank Draft has been encased and the Company s account has been credited. In any case, within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and payment by the underwriters, to the Commission. PARTICULARS ALONG WITH THE TERMS AND CONDITIONS OF THE MATERIAL CONTRACTS INCLUDING VENDORS AGREEMENT, UNDERWRITING AGREEMENT, ISSUE MANAGEMENT AGREEMENT, AGREEMENT WITH THE BANKER TO THE ISSUE AND CONTRACT FOR ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT [RULE-8(P)] BASIS OF THE OFFER The Company records its share register of members on. for determining the shareholders who are eligible to receive this offer of shares on AGM declaration basis. The ordinary shares are now being offered on a rights basis to the shareholders holding shares on the book closure in the ratio of 1:1.25 i.e. Five Right Share of Four Existing Share held. ENTITLEMENT As a shareholder of the Company on the record date on..the shareholders are entitled to this Rights Offer. Only the holder(s) of a minimum of one fully paid ordinary share is entitled to receive the Rights Offer. ACCEPTANCE OF THE OFFER A shareholder may accept and apply for the shares hereby offered, wholly or in part by filling in application - Form A and submitting the same along with the application money to the Bankers to the Issue on or before the Closing Date of subscription of... RENUNCIATION A shareholder may renounce all or part of the shares he/she is entitled to in favor of any other person(s) other than an infant or person of unsound mind. He/she can renounce his/her rights/entitlement of shares by signing Renunciation Form-B. Renounce (s) shall fill in Form-C Appropriately. 57 P age

58 GENERAL All applications should be made on the printed form provided by the Company in this Rights Share Offer Documents only and should be completed in all respects. Applications, which are not completed in all respects or are made otherwise than as herein provided or are not accompanied by the proper application amount of deposit, are liable to be rejected and the application money received in respect thereof shall be refunded. All communications in connection with the application for the Rights Share should be addressed to the Company quoting the registered folio number/boid number on the form. CONDITION OF SUBSCRIPTION Rights Offer of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, totaling Tk. 4,157,012,540 offered on the basis 1:1.25 Ratio (i.e. 5 rights share for X 4 existing shares) held on the record date. PAYMENT OF SHARE PRICE Payments for the full value of Shares applied for shall be made with designated branches of Bankers to the issue by Cash/Pay Order/Demand Draft payable to Western Marine Shipyard Limited and crossed. The Pay Order/Demand Draft for payment of share price must be drawn on a bank in the same town to which the application form has been submitted. SUBSCRIPTION STATUS OPENS ON CLOSES ON Within banking hours both days inclusive Any change or extension regarding subscription period will be notified through national dailies. LOCK-IN ON RIGHTS SHARE The Rights Shares of Directors and other shareholders holding 5% or more shares shall be subject to lock-in for a period of three years from the date of closure of the rights share subscription. In the event of renunciation of rights shares by aforesaid persons, the renounced shares shall also be subject to lock-in for the same period shall be operative. OTHERS The application not properly filled in shall be treated as canceled and deposited money will be refunded. For any reason, no profit/compensation will be paid for the refunded amount. MATERIAL CONTRACTS BANKERS TO THE ISSUE Al Arafa Islami Bank Limited, Dhaka Bank Limited, Islami Bank Bangladesh Limited, IFIC Bank Limited, Investment Corporation of Bangladesh has accorded their consent to act as the Banker to the Issue and will collect the subscriptions money of the Rights Offer in cash/cheque/pay order/draft etc. through their designated branches as mentioned. SIGNIFICANT CLAUSES OF BANKERS TO THE ISSUE AGREEMENT ARE AS FOLLOWS: The Company shall Rights Offer of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, totaling Tk. 4,157,012,540 offered on the basis 1:1.25 Ratio (i.e. 5 rights share for X 4 existing shares) accordance with the consent of the Bangladesh Securities & Exchange Commission (BSEC) and relevant Securities and Exchange Commission (Rights Issue) Rules, The company shall pay commission to the Bank at the rate of 0.10% of the amount of subscription money to be collected. The Company shall comply with any other formalities required under the law of regulatory bodies for raising fund publicly. The rights issue subscriptions money collected from the shareholders by the Bankers to the issue will be remitted to the Company s Bank Name: IFIC Bank Limited A/C No Agrabad Branch, Chittagong. 58 P age

59 UNDERWRITER(S) NAME OF UNDERWRITERS Citizen Securities & Investment Limited BMSL Investment Limited NRB Equity Management Limited LankaBangla Investments Limited IDLC Investments Limited EBL Investments Limited BetaOne Investments Limited Prime Finance Capital Management Ltd Swadesh Investment Management Ltd. ADDRESS Al-Razi Complex, Suite # G-802,(8th Floor), , Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000 Shareef Mansion (4th Floor) Motijheel C/A Dhaka-1000, Bangladesh. Al-Razi Complex, Suite # G-602, 603 (6th Floor), , Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000 City Center,Level#24,90/1,Motijheel C/A,Dhaka-1000 DR Tower, 4th Floor, Bir Protik Gazi, Golam Dastagir Road, Purana Paltan, Dhaka , Motijheel C/A (1st Floor), Dhaka-1000 Green Delta AIMS Tower (Level 4),51-52, Mohakhali C/A, Dhaka- 1212, Bangladesh PFI Tower (6th Floor), Dilkusha C/A Dhaka-1000 Unique Trade Center (UTC) Suite 01, Level-11 8, Panthapath, Karwan Bazar,Dhaka-1215 SIGNIFICANT CLAUSES OF UNDERWRITING AGREEMENT ARE AS FOLLOWS: The Company shall Rights Offer of 207,850,627 Ordinary Shares of Tk each at an issue price of Tk each including a premium of Tk per share, in accordance with the approval of the Bangladesh Securities and Exchange Commission and the provisions of this Agreement. Company shall within 10 (ten) days of the closure of subscription call upon the underwriter to take-up the unsubscribed shares. Underwriter should pay for in cash in full for such unsubscribed shares within 15 (fifteen) days after being valid upon to do so. The Company shall pay to the Underwriter an underwriting commission at the rate of 0.35% (zero point thirty-five percent) of the value at issue price of the shares hereby agreed to be underwritten by the Underwriter. The Company shall comply with any other formalities required under the laws/rules of the land. MANAGER TO THE ISSUE NRB Equity Management Limited and Swadesh Investment Management Ltd as Issue Manager & Co-Issue Manager to the Issue of the rights issue of the Company. Accordingly, an agreement was made between the Issue Manager and the Company. The Company will pay lump-sum issue management fee BDT lac (Including Tax and VAT) only on the total amount to be raised to the Managers to the Issue. CONTRACT FOR ACQUISITION OF PROPERTY The Company did not acquire any property or enter into an agreement for the acquisition of property after the Balance Sheet Date of 31 st December, P age

60 NUMBER OF RIGHTS SHARES THAT THE DIRECTORS ARE GOING TO SUBSCRIBE, AND IN CASE THEY PROPOSE TO MAKE RENUNCIATION, THE REASONS AND EXTENT OF SUCH RENUNCIATION [see rule-8(q)] DIRECTORS' TAKE-UP IN THE RIGHTS OFFER Directors are expected to exercise in full their portion of Rights Offer [Rule-8(q)] is as under: Sl. Number of Percentage Name Position No. Share held (%) 1 Mr. Md. Saiful Islam Chairman 18,978, % 2 Mr. Md. Sakhawat Hossain Managing Director 5,013, % 3 Capt. Sohail Hasan Director 4,953, % 4 Mr. Arifur Rahman Khan Director 4,219, % 5 Capt. ABM Fazle Rabbi Director 3,325, % 6 Mr. Abu Md.Fazle Rashid Director 3,722, % 7 Mr. Monzur Morshed Chowdhury Director 3,722, % 8 Mr. Mohammed Abdul Mobin Director 3,325, % 9 Mr. Shah Alam Director 3,668, % 10 Mr. Saeedul Islam Director 4,487, % 11 Mr. AKM Rezaur Rahman Director 3,325, % 12 Wali-ul-Maroof Matin % Independent 13 Capt. Mohammed Anam Chowdhury % Director 14 Engr. Mostafizur Rahman % Total Number of Share hold by Director 58,742, % 15 Western Marine Services Limited Sponsor 2,472, % Total 61,215, % 60 P age

61 STATEMENT OF ACTUAL UTILIZATION OF FUND RAISED BY PUBLIC OFFERING OF SHARES OR RIGHTS SHARES, IF ANY, PRIOR TO THE PROPOSED RIGHTS ISSUE VIS-A-VIS PLAN THEREOF [see rule-8(r)] Dated: DECLARATION REGARDING UTILIZATION OF the PREVIOUS FUND (IPO) This is to declare that, Western Marine Shipyard Limited went for Public Issue in the year 2014 by issuing 45,000,000 Ordinary Shares of Tk each including a premium of Tk per share totaling Tk. 1,575,000,000/- with the objective of partial repayment of the loan & Infrastructure Development of the company. The entire fund had fully utilized for meeting the said purpose. An audited utilization statement by Syful Shamsul Alam & Co., Chartered Accountants had submitted accordingly to BSEC on 29 September, The statement of fund utilization is given below: Sl. No Description Amount in Taka Receipt Fund 1 From IPO as paid up capital 450,000, From IPO as share Premium 1,125,000, Total Fund Received 1,575,000, Utilization Fund 1 Loan Repayment 1,283,995, Infrastructure Development 253,006, IPO Proceeds Expenses 19,017, Loan adjustment of Brac Bank Limited 18,854, Total Fund Utilized 1,574,874, Available Balance 125, Md. Shakhawat Hossain Managing Director Sd/ Md. Jamal Uddin Chief Financial Officer 61 P age

62 FORM A [see rule 5 and rule 8(t)] DECLARATION (DUE DILIGENCE CERTIFICATE) ABOUT RESPONSIBILITY OF THE ISSUE MANAGER IN RESPECT OF THE RIGHTS SHARE OFFER DOCUMENT OF WESTERN MARINE SHIPYARD LIMITED This rights share offer document has been reviewed by us and we confirm after due examination that the rights share offer document constitutes full and fair disclosures about the rights issue and the issuer and complies with the requirements of the Securities and Exchange Commission (Rights Issue) Rules, 2006; and that the issue price is justified under the provisions of the Securities and Exchange Commission (Rights Issue) Rules, 2006 and as amended in Place: Dhaka Dated: 17 th January, 2018 NRB Equity Management Limited Swadesh Investment Management Ltd. (Managing Director /CEO) FORM B [see rule 6 and rule 8(t)] DECLARATION (DUE DILIGENCE CERTIFICATE) ABOUT RESPONSIBILITY OF THE UNDERWRITER(S) IN RESPECT OF THE RIGHTS SHARE OFFER DOCUMENT OF WESTERN MARINE SHIPYARD LIMITED This rights share offer document has been reviewed by us and we confirm after due examination that the issue price is justified under the provisions of the Securities and Exchange Commission (Rights Issue) Rules, 2006, and also that we shall subscribe for the under-subscribed rights shares within fifteen days of calling thereof by the issuer. The issuer shall call upon us for such subscription within ten days of closure of the subscription lists for the rights issue. Underwriter(s) 1. Citizen Securities & Investment Limited 2. BMSL Investment Limited 3. NRB Equity Management Limited 4. LankaBangla Investments Limited 5. IDLC Investments Limited 6. EBL Investment Limited 7. BetaOne Investments Limited 8. Prime Finance Capital Management Ltd 9. Swadesh Investment Management Ltd Place: Dhaka Date: 17 th January, 2018 Managing Director 62 P age

63 FORM- C SECURITIES AND EXCHANGE COMMISSION (RIGHT ISSUE) RULES, 2006 [See rule 8(h) and 8 (t)] AUDITOR S REPORT TO THE SHAREHOLDERS OF WESTERN MARINE SHIPYARD LIMITED We have audited the accompanying financial statements for the period ended 31 st December, 2017 of WESTERN MARINE SHIPYARD LIMITED in accordance with the Bangladesh Standards of Auditing as adopted by The Institute of Chartered Accountants of Bangladesh and we state that we have obtained all the information and explanations which we have required and after due verification thereof, we report that, in our opinion: (a) These financial statements have been drawn up in accordance with the requirements of The Securities and Exchange Rules, 1987, as amended, the Companies Act, 1994 and other relevant laws where applicable and The Bangladesh Accounting Standards, as adopted by The Institute of Chartered Accountants of Bangladesh; (b) These financial statements which are in agreement with the books of account of the Company give a true and fair view of the state of its affairs as at December 31, 2017 and of the result of its operations and cash flows for the period then ended; (c) Proper Books of Account have been kept by the Company as required by the relevant laws; and (d) The expenditure incurred was for the purposes of the Company s business. We also certify that the above Company has declared the following dividend for each of the following five years immediately preceding the issue of rights share offer document under The Securities and Exchange Commission (Rights Issue) Rules-2006, and that the Company has duly paid off and issued bonus share the following amounts of the declared dividend mentioned against respective years: Financial No. of Dividend Declared Total Paid AGM Date Total Amount Year AGM Stock Cash /Allotted (Tk.) Nil Nil Nil Nil (Not Listed) th % 5% 32,275,950 (Cash) 64,551,900 (Stock) Full th % Nill 120,507,090 (Stock) Full th % Nill 159,069,359 (Stock) Full th % 3% 44,539,420 (Cash)* Full 178,157,680 (Stock) *Payment of cash dividend is in under process. Place: Dhaka Sd /- Dated: 14 th January, 2018 Mahfel Huq & Co. Chartered Accountants 63 P age

64 FORM-D [see rule 8(t)] DUE DILIGENCE CERTIFICATE BY THE DIRECTORS ABOUT THEIR PERSONAL RESPONSIBILITY IN RESPECT OF THE RIGHTS SHARE OFFER DOCUMENT OF WESTERN MARINE SHIPYARD LIMITED This rights share offer document has been prepared, seen, reviewed and approved by us and we collectively and individually accept full responsibility for the accuracy of the information given in the rights share offer document, relevant documents and financial statements submitted to the Commission and others concerned under the Securities and Exchange Commission (Rights Issue) Rules, We confirm, after making all reasonable inquiries, that all conditions concerning this rights issue and rights share offer document have been met. We further confirm that we have not concealed any information or statement which might have any bearing on the information already made. In case of any default or failure on our part, the civil, criminal or administrative action may be taken against us. Md. Saiful Islam, Chairman Mr. Md. Sakhawat Hossain, Managing Director Capt. Sohail Hasan Director Mr. Arifur Rahman Khan, Director Capt. ABM Fazle Rabbi Director Mr. Abu Md.Fazle Rashid, Director Mr. Monzur Morshed Chowdhury, Director Mr. Saeedul Islam, Director Mr. Mohammed Abdul Mobin, Director Mr. AKM Rezaur Rahman, Director Mr. Shah Alam, Director Wali-ul-Maroof Matin, Independent Director Capt. Mohammed Anam Chowdhury, Independent Director Engr. Mostafizur Rahman, Independent Director 64 P age

65 A STATEMENT THAT A LOCK-IN ON THE RIGHTS SHARES OF THE DIRECTORS (INCLUDING THEIR RENOUNCED SHARES) FOR A PERIOD OF THREE YEARS FROM THE DATE OF CLOSURE OF THE RIGHTS SHARE SUBSCRIPTION SHALL BE OPERATIVE [see rule 8(u)] The rights share of Directors and other shareholders holding 5% or more shares shall be subject to lock In for a period of 3 (three) years from the date of closure of the rights share subscription. In the event of Renunciation of rights shares by aforesaid persons, the renounced shares shall also be subject to lock-in for the same period. Name of Director Designation No. of Share Held Lock in portion of Right Share Date of Subscription Close Expiry Date of Lock-in Mr. Md. Saiful Islam Chairman 18,978, Mr. Md. Sakhawat Hossain Managing 5,013, Director Capt. Sohail Hasan Director 4,953, Mr. Arifur Rahman Khan Director 4,219, Capt. ABM Fazle Rabbi Director 3,325, Mr. Abu Md.Fazle Rashid Director 3,722, Mr. Monzur Morshed Chowdhury Director 3,722, Mr. Mohammed Abdul Mobin Director 3,325, Mr. Shah Alam Director 3,668, Mr. Saeedul Islam Director 4,487, Mr. AKM Rezaur Rahman Director 3,325, Wali-ul-Maroof Matin Capt. Mohammed Anam Independent Chowdhury Director Engr. Mostafizur Rahman Total 58,742,352 Shareholding position as on 14 th January, P age

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