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1 cuywrevrv i wewb qvm SzuwKc~Y R b I ey S wewb qvm Ki~b Investment in capital market involves certain degree of risks. The investors are required to read the prospectus and risk factors carefully, assess their own financial conditions and risk taking ability before making their investment decisions. PUBLIC ISSUE OF 30,000,000 ORDINARY SHARES ISSUE DATE OF THE PROSPECTUS: February 18, 2018 OFFER PRICE TK EACH AT PAR TOTAL SIZE OF FUND TO BE RAISED TK. 300,000, Opening and closing date of subscription: Opening date of subscription: March 18, 2018 Closing date of subscription: March 27, 2018 PROSPECTUS Name of Issuer: Intraco Refueling Station Limited Name of Issue Managers: AFC Capital Limited & Asian Tiger Capital Partners Investments Limited

2 (a) Preliminary Information and Declarations: (i) Name(s), address(s), telephone number(s), web address(s), (s), fax number(s) and contact persons of the issuer, issue manager(s), underwriter(s), auditors, credit rating company and valuer, where applicable; Issuer Name & Address Telephone & Fax Number, , Web Address Contact Person Intraco Refueling Station Limited (IRSL) Tel: , House No. # 40, Block # J, Pragati Sarani, Fax: G M Salahuddin Baridhara, P.S- Vatara, Dhaka info@intracorefueling.com Company Secretary Web: Issue Managers Name & Address Telephone & Fax Number, , Web Address Contact Person AFC Capital Limited Tel: Saiham Sky View Tower (11 th Floor), Fax: Mahbub H. Mazumdar FCMA 45 Bijoy Nagar, Dhaka capital.afc@gmail.com Chief Executive Web: Asian Tiger Capital Partners Investments Limited Tel: Sheba House (7 th Floor), Plot # 34, Road # 46, Fax: Mohammad Samsul Haque, ACS Gulshan-2, Dhaka samsul.haque@at-capital.com Managing Director Web: Underwriters Name & Address Telephone & Fax Number, , Web Address Contact Person AFC Capital Limited Tel: Saiham Sky View Tower (11 th Floor), Fax: Mahbub H. Mazumdar FCMA 45 Bijoy Nagar, Dhaka capital.afc@gmail.com Chief Executive Web: EBL Investments Limited Tel: Motijheel C/A, 1 st Floor, Dhaka Fax: Pankaj Kumar Mutsuddi pankaj@eblinvestments.com Head of Primary Market Operations Web: Swadesh Investment Management Limited Tel: Suite 01, Level 11, Unique Trade Center, 8 Panthapath, Fax: Mamun Ahmed Karwan Bazar, Dhaka mamunahmed@msn.com Managing Director Web: Page: ii

3 Auditor Name & Address Telephone & Fax Number, , Web Address Contact Person Mahfel Huq & Co. Tel: , Chartered Accountants Fax: Md. Diljahan Ali BGIC Tower (4 th Floor), Audit Manager 34 Topkhana Road Dhaka Web: The Company has no involvement with Credit Rating Company and Valuer. (ii) A person interested to get a prospectus may obtain from the issuer and the issue managers. (iii) If you have any query about this document, you may consult the issuer, issue manager and underwriter Page: iii

4 (iv) CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)." (v) Risks in relation to the First Issue "This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the securities is Tk (Ten) and the issue price is Tk (Ten) each i.e. the face value. The issue price has been determined and justified by the issuer and the issue managers as stated under the paragraph on justification of issue price should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing." (vi) General Risk "Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of risk factors given on page number(s) " (vii) Intraco Refueling Station Limited s Absolute Responsibility "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect." Page: iv

5 (b) Availability of Prospectus (i) Names, addresses, telephone numbers, fax numbers, website addresses and addresses and names of contact persons of the institutions where the prospectus and abridged version of prospectus are available in hard and soft forms; The Prospectus and abridged version prospectus in hard and soft forms of the Company shall be obtained from the following addresses: Issuer Name & Address Telephone & Fax Number, , Web Address Contact Person Intraco Refueling Station Limited (IRSL) Tel: , House No. # 40, Block # J, Pragati Sarani, Fax: G M Salahuddin Baridhara, P.S- Vatara, Dhaka info@intracorefueling.com Company Secretary Web: Issue Managers Name & Address Telephone & Fax Number, , Web Address Contact Person AFC Capital Limited Tel: Saiham Sky View Tower (11 th Floor), Fax: Mahbub H. Mazumdar FCMA 45 Bijoy Nagar, Dhaka capital.afc@gmail.com Chief Executive Web: Asian Tiger Capital Partners Investments Limited Tel: Sheba House (7 th Floor), Plot # 34, Road # 46, Fax: Mohammad Samsul Haque, ACS Gulshan-2, Dhaka samsul.haque@at-capital.com Managing Director Web: Stock Exchanges Name & Address Telephone & Fax Number, , Web Address Contact Person Dhaka Stock Exchange Limited , DSE Library, 9/F Motijheel C/A, Dhaka-1000 Fax: , Afzalur Rahaman reasearch@dsebd.org Manager Web: Chittagong Stock Exchange Limited Tel: CSE Library, Fax: Mohammed Jabed Sarwar CSE Building, 1080, Sheikh Mujib Road Agrabad, jabed@cse.com.bd Assistant Manager Chittagong Web: Prospectus would also be available on the web sites of BSEC ( and at the Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying. Page: v

6 (ii) Names and dates of the newspapers where abridged version of prospectus was published. Names and dates of the newspapers where abridged version of prospectus was published: Sl. No. Name of the Newspaper Date of Publication 1 The Financial Express 2 The Independent February 18, Bonik Barta 4 Samakal Page: vi

7 (iii) Definitions and Acronyms or Elaborations A Articles or Articles of Association or AoA AFCCL AGM Allotment ATCPIL ASME B Board or Board of Directors or our Board BAS BDT BFRS BO Account BOI BSEC C CDBL Certificate CEO CFO CIB CIS CNG Commission CSE D DSE E EPS Exchanges F FY G GOB I IPO IRSL Issue Issue Managers Issuer L L/C LPG/LP Gas The Articles of Association of Intraco Refueling Station Limited, as amended AFC Capital Limited Annual General Meeting Letter of Allotment of shares Asian Tiger Capital Partners Investments Limited The American Society of Mechanical Engineers The Board of Directors of Intraco Refueling Station Limited Bangladesh Accounting Standards Bangladeshi Taka Bangladesh Financial Reporting Standards Beneficiary Owner Account Board of Investment Bangladesh Securities and Exchange Commission Central Depository Bangladesh Limited Share Certificate Chief Executive Officer Chief Financial Officer Credit Information Bureau Collective Investment Scheme Compressed Natural Gas Bangladesh Securities and Exchange Commission Chittagong Stock Exchange Limited Dhaka Stock Exchange Limited Electronic Mail Earnings Per Share Stock Exchanges Fiscal Year Government of Bangladesh Initial Public Offering Intraco Refueling Station Limited Public Issue of shares AFC Capital Limited & Asian Tiger Capital Partners Investments Limited Intraco Refueling Station Limited Letter of Credit Liquefied Petroleum Gas Page: vii

8 M Memorandum or Memorandum of Association or MoA M.Com N NAV NBFI NRB O Our Company Offering Price P PE PSI R RJSC S Securities Securities Market Sponsors Subscription T The Company/Issuer TT U V VAT W WDV The Memorandum of Association of Intraco Refueling Station Limited, as amended Master of Commerce Net Asset Value Non-Banking Financial Institution Non Resident Bangladeshi Intraco Refueling Station Limited, a public limited company incorporated under the Companies Act Price of the Securities of IRSL Price to Earnings Pre-Shipment Inspection Registrar of Joint Stock Companies and Firms Share of Intraco Refueling Station Limited The Share Market of Bangladesh The sponsor shareholders of Intraco Refueling Station Limited Application Money Intraco Refueling Station Limited, a public limited company incorporated under the Companies Act Telephonic Transfer Value Added Tax Written Down Value Page: viii

9 Table of Contents CHAPTER (I): EXECUTIVE SUMMARY... 1 (a) About the industry:... 1 (b) About the Issuer:... 2 (c) Financial Information:... 3 (d) Features of the issue and its objects:... 3 (e) Legal and other Information:... 4 (f) Promoters background:... 5 (g) Capital structure and history of capital raising:... 6 (h) Summary of Valuation Report of Securities:... 8 CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER... 9 DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM:... 9 CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969:... 9 CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF THE ISSUER IN RESPECT OF THE PROSPECTUS DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER CHAPTER (IV): ABOUT THE ISSUER Particulars of the Company: Name of the Sponsors and Directors: Particulars of Auditor: Name of the Stock Exchanges where the Securities to be listed: CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER CHAPTER (VI): DESCRIPTION OF THE ISSUER (a) Summary: (b) General Information: (c) Capital Structure: (d) Description of Business: (e) Description of Property: (f) Plan of Operation and Discussion of Financial Condition: CHAPTER (VII): MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS (a) Overview of business and strategies: (b) SWOT ANALYSIS: (c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or sales, other income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net profit before and after tax, EPS etc (d) Known trends, demands, commitments, events or uncertainties that are likely to have an effect on the company s business: (e) Trends or expected fluctuations in liquidity: (f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition: CHAPTER (VIII): DIRECTORS AND OFFICERS (a) Name, Father s Name, age, Residential address, Educational qualification, experience and position of each director and nominated director with nomination period, organization name: (b) Date of first Directorship and Expiry of Current Tenure of the directors: (c) Name of Interest and Involvement in other business/organization of directors: Page: ix

10 (d) Statement of if any Directors of the issuer are associated with the securities market in any manner and any director of the issuer company is also director of any issuer of other listed securities during last three years with dividend payment history and market performance: (e) Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse s father, spouse s mother, spouse s brother, spouse s sister) among the directors and top five officers: (f) Brief description of other businesses of the directors: (g) Short bio-data of each director: (h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank: (i) Name, position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary paid for the financial year of the CEO, MD, CFO, CS, Advisers, Consultants and all Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this information should also be included: (j) Changes in the key management persons during the last three years: (k) A profile of the sponsors including their names, father s names, age, personal addresses, educational qualifications, and experiences in the business, positions or posts held in the past, directorship held, other ventures of each sponsor and present position: (l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the date of filing prospectus details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc (m) If the sponsors or directors do not have experience in the proposed line of business, the fact explaining how the proposed activities would be carried out or managed: (n) Interest of the key management persons: (o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary: (p) Number of shares held and percentage of shareholding (pre issue): (q) Change in board of directors during last three years: (r) Director s engagement with similar business: CHAPTER (IX): CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CHAPTER (X): EXECUTIVE COMPENSATION (a) (b) (c) The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer: Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year: If any shareholder director received any monthly salary or perquisite or benefit it must be mentioned along with date of approval in AGM or EGM, terms thereof and payments made during the last accounting year: (d) The board meeting attendance fees received by the director including the managing director along with date of approval in AGM or EGM: (e) Any contract with any director or officer providing for the payment of future compensation: (f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto: (g) Any other benefit or facility provided to the above persons during the last accounting year: CHAPTER (XI): OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES CHAPTER (XII): TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM Benefits from the Company during last five years: Directors and Subscribers Assets to the Company: CHAPTER (XIII): OWNERSHIP OF THE COMPANY S SECURITIES a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the percentage of the securities represented by such ownership: b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage, position held in other companies of all the directors before the public issue: Page: x

11 c) The average cost of acquisition of equity shares by the directors certified by the auditors: d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer s sponsors or directors. In this connection, a statement to be included: e) Detail of shares issued by the company at a price lower than the issue price: f) History of significant (5% or more) changes in ownership of securities from inception: CHAPTER (XIV): CORPORATE GOVERNANCE a) Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC); b) A compliance report of Corporate Governance requirements certified by competent authority; 153 c) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate CHAPTER (XV): VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGERS CHAPTER (XVI): DEBT SECURITIES CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES CHAPTER (XVIII): MATERIAL CONTRACTS CHAPTER (XIX): LITIGATIONS, FINE OR PENALTY CHAPTER (XX): RISK FACTORS AND MANAGEMENT S PERCEPTIONS ABOUT THE RISKS (i) Internal risk factors may include, among others: (ii) External risk factors: (iii) Other risk factors: CHAPTER (XXI): DESCRIPTION OF THE ISSUE (a) Issue Size: Tk. 300,000, (b) Number of securities to be issued; (c) Authorized capital and paid-up capital; (d) Face value, premium and offer price per unit of securities; (e) Number of securities to be entitled for each category of applicants; (f) Holding structure of different classes of securities before and after the issue; (g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital CHAPTER (XXII): USE OF PROCEEDS (a) Use of net proceeds of the offer indicating the amount to be used for each purpose with headwise break-up; (b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the financial statements; (c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture; (d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds; (e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer; Page: xi

12 (f) (g) (h) (i) (j) (k) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall been closed as annexure to the prospectus; If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item-wise break-up of last three years working capital and next two years projection; Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc. The total project cost activity-wise or project-wise, as the case may be; Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented; The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies; Summary of the project appraisal or feasibility report by the relevant professionals not connected with the issuer, issue manager and registrar to the issue with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal or feasibility report CHAPTER (XXIII): LOCK-IN CHAPTER (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED CHAPTER (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED (a) Dividend, voting and preemption rights; (b) Conversion and liquidation rights; (c) Dividend policy; (d) Other rights of the securities holders; CHAPTER (XXVI): FINANCIAL STATEMENTS (a) The latest financial statements prepared and audited by the Commission s panel auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the Kv úvwb AvBb, 1994, International financial Reporting and Auditing Standards as adopted in Bangladesh from time to time and Financial Reporting Act; (b) Information as is required under section 186 of the Kv úvwb AvBb, 1994 relating to holding company; (c) Selected ratios as specified in Annexure-D; (d) Auditors report under Section 135(1), Paragraph 24(1) of Part II of Schedule III of the Kv úvwb AvBb, The report shall include comparative income statements and balance sheet and aforementioned ratios for immediate preceding five accounting years of the issuer. If the issuer has been in commercial operation for less than five years, the above mentioned inclusion and submission will have to be made for the period since commercial operation; (e) Financial spread sheet analysis for the latest audited financial statements; (f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares) in addition to the weighted average number of shares basis. Future projected Net Income should not be considered while calculating the weighted average EPS; (g) All extra-ordinary income or non-recurring income coming from other than core operations should be shown separately while showing the Net Profit as well as the Earnings Per Share; (h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; (i) (j) Net asset value (with and without considering revaluation surplus or reserve) per unit of the securities being offered at the date of the latest audited statement of financial position The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer Page: xii

13 (k) Following statements for the last five years or any shorter period of commercial operation certified by the auditors: (i) Statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid or accrued; (ii) Statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or other security, re-payment schedule and status; (iii) Statement of unsecured loans with terms and conditions; (iv) Statement of inventories showing amount of rawmaterial, packing material, stock-inprocess and finished goods, consumable items, store and spares parts, inventory of trading goods etc.; (v) Statement of trade receivables showing receivable from related party and connected persons; (vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized or accrued; (vii) Statement of other income showing interest income, dividend income, discount received, other nonoperating income; viii) Statement of turnover showing separately in cash and through banking channel ix) Statement of related party transaction; (x) Reconciliation of business income shown in tax return with net income shown in (xi) audited financial statements; Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/- (five lac) were made through banking channel; (xii) Confirmation that Bank Statements of the issuer are inconformity with its books of accounts; (xiii) Statement of payment status of TAX, VAT and other taxes or duties; CHAPTER (XXVII): PUBLIC ISSUE APPLICATION PROCEDURE Public Issue Application Procedure: CHAPTER (XXVIII): OTHERS Page: xiii

14 CHAPTER (I): EXECUTIVE SUMMARY (a) About the industry: Compressed Natural Gas (CNG) is an important vehicular fuel in Bangladesh and the natural gas transmission and distribution network is well developed. Technical experts have suggested the use of Compressed Natural Gas (CNG) as an alternative fuel for automobiles since it is less hazardous, environment friendly and is quite cost effective. CNG consists mostly of methane and is drawn from gas wells. CNG vehicles store natural gas in high-pressure fuel cylinders at 3,000 to 3,600 pounds per square inch. An odorant is normally added to CNG for safety reasons. CNG was first introduced in Bangladesh in 1982 through World Bank pilot project. Rupantarita Prakitik Gas Company Limited (RPGCL), established in 1987, an enterprise of Petrobangla, is entrusted to convert the petrol vehicles to run by CNG and to install of CNG refueling Station. Government has given permission to the private sector entrepreneur to install CNG refueling station and to establish of CNG conversion workshop. After that, in 1999, four private companies started their journey in CNG sector. CNG activities in Bangladesh have been increased and it is very popular to the people. As per Website of Rupantarita Prakritik Gas Company Limited (RPGCL) (Web: up to fiscal year , 589 CNG filling stations, 180 CNG conversions workshops are established and 259,050 vehicles are using CNG as a vehicular fuel and lots of manpower are involved in this sector. Page: 1

15 (b) About the Issuer: Incorporation Converted Public Limited Company Commencement of Commercial Operation Date of Acqusition of Subsidiaries CNG Stations Location (The Company) CNG Stations Location (Subsidiaries) Head Office: Nature of Business As Private Limited Company June 28, 2015 June 16, 2008 March 27, 2007 & Reg. No. C-66298(3790)/07 Name of Subsidiaries Date of Acquisition Good CNG Refueling Station Ltd M Hye & Co CNG Refueling Station Ltd Nessa & Sons Ltd Absar & Elias Enterprise Ltd East End Automobiles Ltd Holding No.: 444/415, Old Bus Stand Road, Chandpur. 154, Naya Aity, Mukti Sarani, Shenar par, Narayangonj. Haratali Highway, Sadar South, Comilla. Pabna Road, Moddo Good CNG Refueling Station Orunkhola Gulti, Thana- Ltd Ishwardhi, Dist-Pabna. M Hye & Co CNG Refueling Station Ltd Poddar Bari, Bohula Sarak, Thana-Hobigang, Dist- Hobigang. 259/1, Bagbari, Gabtoli, Nessa & Sons Ltd Dhaka. Asian Highway, Tiger pass Absar & Elias Enterprise Ltd more, Dist- Chittagong. Arakan Road, Thana- East End Automobiles Ltd Chandgaon, Dist-Chittagong. House No.# 40, Block# J, Pragati Sarani, Baridhara, P.S-Vatara, Dhaka The Company is involved in the operation of CNG Refueling Station in different places in Bangladesh. Page: 2

16 (c) Financial Information: Major financial information of Intraco Refueling Station Limited (IRSL) is as follows: The The The The Consolidated Consolidated The Company Consolidated Consolidated Consolidated Company Company Company Company Sl. Particulars 30-Jun Jun Mar Mar Mar Mar-14 No. 30-Jun Jun-17 (15 Months) (15 Months) (12 Months) (12 Months) (12 Months) (12 Months) 31-Mar Mar-13 (12 Months) (12 Months) (12 Months) (12 Months) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) 1 Sales Revenue 993,352, ,896,774 1,125,346, ,326, ,167, ,246, ,633, ,341, ,564, ,177,602 2 Gross profit 150,489,941 50,395, ,181,351 55,950, ,473,973 34,116,511 92,420,255 23,872,233 52,726,456 23,092,602 3 Net profit before tax 98,226,768 19,500, ,153,471 74,002,230 65,041,548 10,171,807 61,835,307 5,249,112 31,318,922 4,550,593 4 Net profit after tax 61,288,925 12,675,001 67,543,928 48,101,449 38,946,485 6,611,675 37,931,330 4,333,276 19,529,370 3,635,675 5 Total assets 942,776, ,904, ,492, ,926, ,996, ,425, ,079, ,304, ,484, ,052,656 6 Share capital 450,000, ,000, ,000, ,000, , , , , , ,000 7 Retained earnings 174,232,812 22,250, ,943,888 9,575,166 58,556,045 (45,629,510) 19,609,561 (52,241,185) (13,584,844) (47,440,433) 8 No. of Shares 45,000,000 45,000,000 45,000,000 45,000,000 30,000 30,000 3,000 3,000 3,000 3,000 9 Face Value NAV Per Share , (1,510.98) (173.14) (44.28) (157.13) 11 NAV Per Share (Considering FV Tk for all , (1,510.98) (1,731.37) (442.83) (1,571.35) years) 12 Earnings per Share (EPS) * * Share split on March 30, 2015 of face value per share from Tk to Tk Thus, restated Earnings per Share (EPS) for all the years is calculated considering the latest weighted number of share i.e. 45,000,000. (d) Features of the issue and its objects: Offer Price BDT Number of Shares 30,000,000 Ordinary Shares Offer Size Tk. 300,000, Net proceeds from Initial Public Offering (IPO) will be used for 4 x 50 MT (4 X 100,000 LTR) LPG Satellite Plant with filling hall equipments, Cylinder (12.5 kg), Road Tanker, Mover, Weighting Bridge, Truck (Nitol Tata), Truck Fabrication, Diesel Generator (250 KVA), Sub -station (400 Purpose of Raising Fund KVA), Construction (Factory Shed, Store Room & Office Building), Freight and clearing charge, Electrical work (main/sub/motor panes, DB, Controls etc.) and for IPO Expenses. Date of Implementation Within 18 months after receiving IPO fund. Page: 3

17 Sl. No. (e) Legal and other Information: Description of License Registration/NOC/Permission 1 Incorporation RJSC 2 Certificate of Commencement of Business License Issuer/Issuing Authority Certificate/License No. Expiry Date Remarks Private Limited Company dated March 27, 2007 & Reg. No. C-66298(3790)/07 RJSC N/A N/A N/A - Incorporated as a private Ltd. company Dhaka North City Corporation Trade License Narayangonj City Corporation Chandpur Town council No Bijoypur Union Parishod, Commilla TIN Certificate National Board of Revenue N/A - 5 VAT Reg. No. Customs, Excise & VAT Commissioner ate, Dhaka N/A - 6 Import Registration Certificate Controller of Import & Export, Government of Bangladesh BCFSA Bangladesh CNG Filling Station Association AD/Comi/9880/2016/ Fire License Bangladesh Fire Services and Civil Defense AD/Dhaka/33875/ AD/Comi/9552/ BOI License Board of Investment Bangladesh 10 Environment Clearance Certificate Department of Environment 11 RPGCL Rupantarita Prakritik Gas Company Limited 12 BERC Bangladesh Energy Regulatory Commission L H L H L H N/A Part-1636-STN/204 Part-1659-STN/215 N/A - Part-1451-STN/696 CNG/A-0196/E-70/ CNG/A-0143/L-213/ CNG/A-0274/E-54/ Page: 4

18 (f) Promoters background: When the Company was incorporation, following persons were the subscribers to the memorandum: Sl. No. Name of Promoter Current Status 1 Mrs. Monowara Hakim Ali Sponsor Shareholder 2 Mr. Mohammed Riyadh Ali Managing Director & Director 3 Mr. Md. Irad Ali Sponsor Shareholder Their background is stated below: Mrs. Monowara Hakim Ali: Promoter Mrs. Monowara Hakim Ali is a sponsor shareholder of Intraco Refueling Station Ltd. She is an entrepreneur and social worker of 59 years age. She was the founder President of Chittagong Woman Chamber of Commerce & Industry (CWCCI) from 2006 to She was the Director of SME Foundation from 2011 to 2015.Mrs. Ali was the first women elected for the period 2012 to 2015 in the position of First Vice President in the history of apex trade body the Federation of Bangladesh Chamber of Commerce & Industry (FBCCI). Also she was the vice president of SAARC Chamber of commerce & Industry from 2014 to 2015 and she was honorary consul of Republic of Indonesia to Chittagong from 2011 to She is holding prestigious positions in various Trade Bodies, Government and Non-Government bodies, many non-profit and social organizations. Presently she is Independent Director of Dhaka Stock Exchange Ltd since 2015 and elected for director of Bangladesh Telecommunications Company Limited and Teletalk Bangladesh Limited for the year She is also the member of Bangladesh Board of Advisors of Asian University for Women in Chittagong; She has visited many countries of the world and attended many national and international seminars, workshops, trainings, symposia and trade shows. Mrs. Ali is an author and has also received many international and national awards and recognition for her social achievements and contribution. Mohammed Riyadh Ali: Managing Director & Director Mr. Mohammed Riyadh Ali is the Managing Director of Intraco Refueling Station Ltd. He is a dynamic & successful entrepreneur of 38 years age. He has completed his Masters of Business Administration from Pacific University, Hawai, USA. Mr. Ali comes of a reputed business family and is the founder of Intraco Refueling Station Ltd. Being a successful entrepreneur, he has established various businesses, to mention a few, like Intraco Properties Ltd, Intraco Solar Power Ltd, Intraco CNG Ltd, Tangail CNG Refueling Station Ltd, Dosan Trade Bangladesh Ltd & Hawlader Enterprises ltd. Mr. Ali is not only an eminent leading and successful businessman and social activist in Bangladesh but also successful in diplomat. He is the Honorary Consul of the Republic of Korea to Chittagong and former vice President of Bangladesh CNG Station and Conversion Workshop Owners Association, founder director of Korea Bangladesh Chamber of Commerce & Industries, former Secretary General of Korea Bangladesh Chamber of Commerce and Industry, as well as member of various socio cultural organizations. Mr. Mohammed Riyadh Ali has organized and attended many national and international exhibitions, seminars, workshops, trainings, symposia, trade shows, and fairs and represented as delegate for business promotion in aboard. He established Butterfly Park Bangladesh Ltd, an eco-friendly park with live butterfly. For his contribution in the field, he has been Page: 5

19 recognized and honored with the award HSBC-The Daily Star Climate Champion Award, on 2012 and the Divisional Environmental Award on 2013, in Bangladesh. Md. Irad Ali: Promoter Mr. Mohammed Irad Ali is a sponsor shareholder of Intraco Refueling Station Ltd. He is a dynamic young man of 34 years age. He has completed Bachelor of Business Informatics from Australia. He supports Sales and marketing campaigns and contributes to the development of propositions. Mr. Irad was the Vice President of Bangladesh CNG Filling Station & Conversion Workshop Owners Association from 2011 to 2013 and he also the Member of the Federation of Bangladesh Chambers of Commerce and Industry (FBCCI). Beside this he is a Director of Hotel Agrabad Ltd since 2008, Director of Italy Bangladesh Chamber of Commerce & Industries since 2012 and Director of Korea Bangladesh Chamber of Commerce and Industry since (g) Capital structure and history of capital raising: Particulars No. of Shares Face Value (Tk.) Amount in Taka Authorized Capital 100,000, ,000,000,000 Before IPO: Paid up capital 45,000, ,000,000 After IPO: To be issued as IPO 30,000, ,000,000 Paid up capital (Post IPO) 75,000, ,000,000 Page: 6

20 The Company has raised its paid-up capital in following phases: Particulars of Allotment First (Subscription to the Memorandum & Articles of Association at the time of incorporation) Date of Allotment Considering Face Value of Tk. 100 each Share Form of Consideration (No. of Shares) In cash Bonus Considering Face Value Tk. 10 each Share after split Other than in cash Considering Face Value of Tk. 100 each Share Considering Face Value Tk. 10 each Share after split Face Value of Share (Tk.) Paid-up Capital 22-Mar-07 3,000 30, ,000 Second Allotment 30-May-15-9,470, ,700,000 Third Allotment 31-Dec-15-35,500, ,000,000 Total ,000,000 The Company has changed the face value of its ordinary share from Tk to Tk by passing a special resolution in its extraordinary general meeting held on March 30, 2015 and necessary amendments in capital clause of the Memorandum and Articles of Association were made accordingly. Page: 7

21 (h) Summary of Valuation Report of Securities: Particulars Amount (in Tk.) Amount (in Tk.) Method 1: Net Asset Value (NAV) per share/equity based value per share Consolidated The Company Price based on Net Asset Value per share (without revaluation reserve) Method 2: Historical Earnings based value per share Earnings based Value per share based on Overall Market P/E Method 3: Average market price per share of similar stock:(navana CNG Limited only) Page: 8

22 CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM: As per provision of the Depository Act, 1999 and regulation made there under, shares will be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (rights/bonus) will be issued in dematerialized form only. CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969: PART A 1. The Company shall go for Initial Public Offer (IPO) for 3,00,00,000 ordinary shares of Tk each at par totaling to Tk. 30,00,00, (Taka thirty crore only) following the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules made there under. 2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four) national daily newspapers (two in Bangla and two in English), within 02 (two) working days of issuance of this consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer s website and shall also put on the websites of the Commission, stock exchanges, and the issue manager, within 3 (three) working days from the date of issuance of this letter and shall remain posted till the closure of the subscription list. The issuer shall submit to the Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted prospectus in MS -Word format. 3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. 4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged version for NRBs through to the Bangladesh Embassies and Missions abroad within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in this respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) working days from the date of said transmission of the prospectus. 5. The following declaration shall be made by the company in the prospectus, namely: - Declaration about Listing of Shares with the stock exchange (s): None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) days from the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (Seventy Five) days, as the case may be. In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) above the bank rate, to the subscribers concerned. The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money. Page: 9

23 6. All applicants shall apply for a minimum lot of 500 shares worth Taka 5,000/- (Taka five thousand only) or its multiples. 7. The IPO shall stand cancelled in case of under-subscription in any category above 35%. In such an event, the issuer and issue manger shall inform the Commission within 2 (two) working days and release the subscription money within 10 (ten) working days after receiving verification report from CDBL and the information from exchanges regarding subscription % of the securities reserved for other general public shall be reserved for wzmö z`ª wewb qvmkvix. In case of under-subscription under any of sub-categories of eligible investors category or general public category, the unsubscribed portion shall be added to other subcategory of the same category. In case of over subscription in the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case of over subscription in the eligible investors category, securities shall be allotted on pro-rata basis. No eligible investor shall apply for more than 2% (two percent) of the total securities reserved for the other eligible investors. 9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with another person. In case, an applicant submits more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. 10. The applicants who have applied for more than two applications using same bank account, their application will not be considered for lottery and the Commission will forfeit 15% of their subscription money. 11. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the application liable to rejection and subject to forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited in account of the Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by the law. 12. The company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (Twenty Four) hours of allotment. 13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or shareholders having 10% or more shares, other than alternative investment funds, through stock dividends, shall be subject to a lock-in period of 02(two) years from the date of issuance of the prospectus. 14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian registered with the Commission and shall remain held till completion of lock-in period and the name of the securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with a confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s). Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by Managing Director of the company along with the lockin confirmation to the Commission within one week of listing of the shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement to this effect to the Commission. Page: 10

24 15. The company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the date of this consent for raising of capital. 16. The company shall not engage itself into any merger/amalgamation or acquisition activities without taking No Objection from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by the Board of Directors, before approval by the shareholders in General Meeting. PART B Step-1 (Applicant) Application Process 1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be the 25 th (twenty fifth) working day from the date of publication of abridged version of prospectus. 2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time: a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful. b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains Foreign Currency account debiting the same account and provide the customer with a certificate mentioning the FC account number which has been debited to issue the FDD. The applicant shall also submit the certificate with their application. No banker shall issue more than two drafts from any Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. c) Eligible investors shall submit application through the electronic subscription system of the exchange(s) and deposit the full amount intended to subscribe by the method as determined by exchange(s). Step-2 (Intermediary) 3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely Public Issue Application Account. The Stockbroker/Merchant Banker shall: a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund, block the amount equivalent to the application money; Page: 11