...2018/01/18 · 1 | Page RIGHTS SHARE OFFER DOCUMENT Date: 18th. Record Date January 2018 Rights...

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RIGHTS SHARE OFFER DOCUMENT Date: 18th

Record Date

January 2018

Rights Offer of 207,850,627 Ordinary Shares of Tk.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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

……………………………

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) 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000. Phone: +88 029585325; Fax: +88 02 9585281 Web: www.nrbequity.com

Swadesh Investment Management Ltd. UTC Building, 11th Floor ,8 Panthapath, Kawran Bazar,Dhaka-1215 Telephone: +88 02 58151366 ,FAX: +88 02 8158344 E-mail: [email protected]

BANKERS TO THE ISSUE

Al Arafa Islami Bank Limited Islami Bank Bangladesh Limited Dhaka Bank Limited IFIC Bank Limited Investment Corporation of Bangladesh

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 27th 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) 31-2513056, 712177 fax: (880) 31-720248 Website: www.wms.com.bd E-mail: [email protected]

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.

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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 projects

10

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 existing project during the last three years or such shorter period during which the issuer was in commercial operation.

10

Additional Existing Services Rendered by the Company 10 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. 13-34

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 19-34

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 during which the issuer was in commercial operation.

35

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.

37-39

Auditors Certificate Of Compliances Of Conditions Of The Corporate Governance Guidelines to the shareholders [SEC/CMRRCD/2006-158/134/Admin/44 Dated 7 august 52 2012]

40

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 41-52

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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 document.

48

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 manager, auditors, legal adviser and banker to the rights issue

49

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

50-52

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]

50-51

Material Contracts [Bankers to the Issue, Underwriters, Manager to the Issue, Vendor’s agreement & Contract for Acquisition of property] 51-52

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 renunciation

53

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

74-78

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 55-57

Form-A & Form-B 55 Form-C & Form-D 56-57

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 rights share subscription shall be operative

58

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 accounts.

Cover page

Rule - 8 (w) Credit Rating Report of the Issuer 59-73

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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

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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 6th Extra Ordinary General Meeting (EGM) held on December 30, 2017, approved Rights Share issue proposal of 207,850,627 Ordinary Shares of Tk.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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 1st July 2017 to 31st

December, 2017. 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, Sd/- Md. Sakhawat Hossain Managing Director

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THE RIGHTS SHARE OFFER HIGHLIGHTS OF THE RIGHTS OFFER

CORPORATE STATUS AND BACKGROUND The company was incorporated in Bangladesh on 11th

Name of the Issuer

July 2000 as a Private Limited Company located its registered office at Kolagaon, No. 4 Kolagaon Union, Patiya, and Chittagong-4100. The company is engaged in the activities of shipbuilding and exporting of ships to different countries.

Western Marine Shipyard Limited Date of Incorporation 11 July 2000 Date of Commercial Operation 11 July 2000 The Company was converted into Public Limited Company

26 July 2009

The Logo of the Issuer

Factory Address Kolagaon, No. 4 Kolagaon Union, Patiya, Chittagong-4100, Bangladesh

Registered Office, Other offices and plants

Kolagaon, No. 4 Kolagaon Union, Patiya, Chittagong-4100, Bangladesh

Telephone Number (880) 31-2513056 FAX Number (880) 31-720248 Website & E-mail Address www.wms.com.bd 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.

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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 160th Board Meeting held on 11th 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 6th Extra Ordinary General Meeting (EGM) by its shareholders on 30th

December 2017. The right offer is the issuance of 207,850,627 Ordinary Shares of Tk.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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

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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

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

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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 non-operative 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 11th

July, 2000. 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.

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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.

Sd/- Sd/- Managing Director Chief Financial Officer

AGM HELD BY THE COMPANY &DIVIDEND PERFORMANCE:

Financial Year

No. of AGM

Record Date

AGM Date Venue Dividend Declared

Stock Cash 2012-2013 - - -

Chittagong Boat Club, Air Port Road, East Patenga,

Chittagong

Nil Nil 2013-2014 14 20.11.2014 th 21.12.2014 10% 5% 2014-2015 15 26.09.2017 th 12.10.2017 10% Nil 2015-2016 16 26.09.2017 th 12.10.2017 12% Nil 2016-2017 17 05.12.2017 th 30.12.2017 12% 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 31st

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.

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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 31st December, 2017 5,258,991,877 No. of Shares Outstanding as on 31st December, 2017 166,280,502 NET TANGIBLE ASSETS VALUE PER SHARE(WITH REVALUATION) 31.63 NET TANGIBLE ASSETS VALUE PER SHARE(WITHOUT REVALUATION) 27.52

FINANCIAL HIGHLIGHTS OF THE PREVIOUS YEARS

Particulars 31-Dec-2017 30-June-2017 30-June-2016 30-June-2015 30-June-2014 30-June-2013 Share capital 1,662,805,020 1,484,647,340 1,205,070,900 1,205,070,900 645,519,000 645,519,000 Share premium 1,186,842,320 1,365,000,000 1,365,000,000 1,365,000,000 240,000,000 240,000,000 Revaluation Reserve 683,772,746 686,872,270 692,134,832 697,39 7,394 702,653,871 713,865,545 Retained earnings 1,725,571,791 1,547,007,440 1,503,638,369 1,199,413,272 1,160,913,613 999,962,289 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 220,004,247 317,682,949 298,962,534 175,417,963 149,739,649 134,889,330 No. of share Outstanding 166,280,502 148,464,734 120,507,090 120,507,090 64,551,900 64,551,900 Weighted average No. of share Outstanding 166,280,502 148,464,734 120,507,090 106,284,616 64,551,900 64,551,900

Face value 10 10 10 10 10 10 NAV Per share (With Revaluation) 31.63 34.24 39.55 37.07 42.59 40.27

NAV Per share (Without Revaluation) 27.52 29.61 33.80 31.28 31.70 29.21

EPS Basic 1.32 2.14 2.48 1.65 2.32 2.09 Adjusted - - - - 2.11 -

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 20.00 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) 31.63

(b) Price based on Net Asset Value per share (without revaluation) 27.52 Method-2 Historical Earnings Based Value per Share 23.42 Method-3 Average Market price per Share of the Company for last 6 (six) months 37.95

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 31st E=A+B+C+D December, 2017 5,258,991,877 No. of Shares Outstanding as on 31st F December, 2017 166,280,502

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NET TANGIBLE ASSETS VALUE PER SHARE G=E/F 31.63 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 31st D=A+B+C December, 2017 4,575,219,131 No. of Shares Outstanding as on 31st E December, 2017 166,280,502 NET TANGIBLE ASSETS VALUE PER SHARE F=D/E 27.52

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, 2013 64,551,900 134,889,330 9.43 12,714,017 June 30, 2014 64,551,900 149,739,649 9.43 18,020,146 June 30, 2015 120,507,090 175,417,963 17.60 30,866,176 June 30, 2016 120,507,090 298,962,534 17.60 52,604,818 June 30, 2017 148,464,734 317,682,949 21.68 68,867,349 December 31, 2017 166,280,502 220,004,247 24.28 53,415,654 Total 684,863,217 1,296,696,672 100 236,488,160 Total Number of Share outstanding as on 31st December, 2017 166,280,502 EPS Based On Weighted Average Net Profit After Tax 1.42 Market P/E As per DSE Monthly Review November-2017 16.47 Historical earning based value per share (weps x market p/e ) 23.42

Methods-3: Average Market price per Share of the Company for last 6 (six) months:

SL NO DATE FACE

VALUE PRICE

1 31-Jul-17 10 37.00 2 31-Aug-17 10 43.70 3 29-Sep-17 10 38.80 4 31-Oct-17 10 41.00 5 30-Nov -17 10 37.50 6 31-Dec-17 10 29.70

Average Price 10 227.70 Average Price of These 6 Months Stocks 37.95

SOURCES OF INFORMATION:

1. Monthly Review published by Dhaka Stock Exchange Ltd.

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

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31st December 2017 30th June 2017Taka 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, 11 652,893,593 570,356,775

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 8 449,856,988 557,274,089

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, 3 683,772,746 686,872,270 Retained Earnings 1,725,571,791 1,547,007,440

LIABILITIESNON 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 2.12.2, 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 13 182,245,072 188,879,034 Bank OD/CC - Short Term Loan 14 1,803,688,749 1,680,855,777 Trade & Other Payable 15 163,132,874 113,363,068

TOTAL SHAREHOLDERS' EQUITY & LIABILITIES Taka 16,851,563,394 16,247,455,880

Net Assets Value Per Share With Assets Revaluation 24 31.63 34.24Net Assets Value Per Share Without Assets Revaluation 24 27.52 29.61

WESTERN MARINE SHIPYARD LIMITEDSTATEMENT OF FINANCIAL POSITION

AS AT 31st DECEMBER 2017

These financial statements should be read in conjunction with the annexed notes

Sd/- Chief Financial Officer

Sd/- Director

Sd/- Managing Director

Signed in terms of our separate report of even date annexed.

Sd/- Director

Sd/- Director Mahfel Huq & Co Chartered Accountants

Place: Dhaka Date: January 11, 2018

18 | P a g e

1st July' 17 - 31st December ' 17


1st October' 17 - 31st December ' 17

1st October' 16 - 31st December ' 16

Note(s) Taka Taka Taka Taka

Revenue 16 1,610,777,762 1,451,735,897 833,856,646 729,636,082 Cost of Shipbuilding 17 (1,034,352,105) (994,659,070) (533,246,166) (498,278,945) Gross Profit 576,425,656 457,076,828 300,610,480 231,357,137 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 553,208,985 435,459,149 288,386,005 220,522,529 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 247,199,842 152,221,006 138,617,130 77,859,213

13.3 (12,359,992) (7,611,050) (6,930,856) (3,892,961)

Taxation Provision - Current 2.12.1, 13.2 (12,997,407) (7,047,948) (7,176,509) (3,506,413) Deferred 2.12.2, 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 220,004,247 135,874,007 122,530,744 69,572,157 Other Comprehensive Income - - - - Total Comprehensive Income for the period 220,004,247 135,874,007 122,530,744 69,572,157

- Earning per share (Basic) 2.16.02, 23 1.32 0.82 0.74 0.42

2nd Quarter (Three Months) EndedHalf Year (Six Months) Ended

WESTERN MARINE SHIPYARD LIMITEDSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD 1st JULY 2017 TO 31st DECEMBER 2017

Contribution to Workers' Profit Participation & Welfare Fund


Sd/- Director



Sd/- Director

Sd/- Director Sd/- Mahfel Huq & Co Chartered Accountants


19 | P a g e



Note(s) Taka Taka

CASH FLOW FROM OPERATING ACTIVITIESCollections 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 455,971,001 355,879,797

CASH FLOW FROM INVESTING ACTIVITIESAddition of Property, Plant & Equipment 3 (513,971,367) (522,034,702) Proceed from Sale of Investment 4Cash Inflow / (Outflow) from Investing Activities (513,971,367) (522,034,702)

CASH FLOW FROM FINANCING ACTIVITIESLoan-Current & Non Current 10 260,835,676 (2,064,469,294) Due from affiliated parties 11 (82,536,818) 27,268,630 Bank OD-Short Term Loan 14 122,832,971 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 8 557,274,089 846,023,390

Cash and Cash Equivalents at the end of the year 8 449,856,988 540,468,040

Operating Cash Inflow / (Outflow) Per Share 25 2.74 2.95

WESTERN MARINE SHIPYARD LIMITEDSTATEMENT OF CASH FLOWS




Sd/- Director



Sd/- Director



20 | P a g e

Particulars Share Capital Share Premium Revaluation Reserve Retained Earnings Total Equity

Balance as on 01 July 2017 1,484,647,340 1,365,000,000 686,872,270 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 - - - 220,004,247 220,004,247

Balance as on 31st December 2017 1,662,805,020 1,186,842,320 683,772,746 1,725,571,791 5,258,991,877

Particulars Share Capital Share Premium Revaluation Reserve Retained Earnings Total Equity

Balance as on 01 July 2016 1,205,070,900 1,365,000,000 692,134,832 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 - - - 135,874,007 135,874,007

Balance as on 31st December 2016 1,205,070,900 1,365,000,000 689,035,308 1,642,611,899 4,901,718,107 Adjustment for depreciation charge on revaluation reserve (2,163,038) 2,163,038 - Dividend (Stock) 279,576,440 - - (279,576,440) - Net Profit after tax transferred from Statement of Comprehensive Income from Jan to June 181,808,943 181,808,943

Balance as on 30 June 2017 1,484,647,340 1,365,000,000 686,872,270 1,547,007,440 5,083,527,050

WESTERN MARINE SHIPYARD LIMITEDSTATEMENT OF CHANGES IN EQUITY


Amount in Taka

Amount in Taka



Sd/- Director



Sd/- Director



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3 PROPERTY, PLANT & EQUIPMENT, NET31-Dec-17 30-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 7,617,388,054 3.1 Operating Fixed Assets at Cost less Depreciation

i) Cost - 01 Jan 2010 to 31st December 2017

On 1 July 2017 Addition during the

period

Deletion during the

period

At 31st December 2017 On 1 July 2017 Charged during

the periodAt 31st

December 2017

Land & Land Development ** 870,172,858 38,762,350 - 908,935,208 - - - - 908,935,208 Plant, Machinery & Equipment 2,266,006,853 145,362,659 - 2,411,369,512 7-8 704,946,666 90,426,357 795,373,022 1,615,996,490 Factory Building & Other Construction 774,349,635 - - 774,349,635 5-6 414,256,268 29,038,111 443,294,380 331,055,255 Office Building & Other Constructions 67,007,469 16,526,536 - 83,534,005 5-6 38,119,560 3,132,525 41,252,085 42,281,920 Furniture & Fixture 39,933,382 3,265,630 - 43,199,012 8-10 19,372,717 1,619,963 20,992,680 22,206,332 Electric Installation 24,425,837 1,256,367 - 25,682,204 7-8 5,495,813 963,083 6,458,896 19,223,308 Mobile, Telephone & Computer 10,336,083 563,540 - 10,899,623 8-10 5,920,328 408,736 6,329,063 4,570,560 Office Equipments 11,531,499 125,464 - 11,656,963 12-15 7,925,468 437,136 8,362,604 3,294,359 Motor Vehicles 43,559,496 - - 43,559,496 8-10 31,297,715 1,633,481 32,931,196 10,628,300

Total 4,107,323,112 205,862,546 - 4,313,185,658 1,227,334,534 127,659,392 1,354,993,926 2,958,191,732

ii) Cost & Revaluation up to 31 December 2009a. Cost


period

Deletion during the

period


the periodAt 31st

December 2017

Land & Land Development ** 320,198,612 - - 320,198,612 - - - - 320,198,612 Plant, Machinery & Equipment 573,849,822 - - 573,849,822 7-8 488,303,850 21,519,368 509,823,218 64,026,604 Building Constructions 189,195,703 - - 189,195,703 5-6 189,195,703 189,195,703 - Furniture & Fixture 1,964,851 - - 1,964,851 8-10 1,708,000 73,682 1,781,682 183,169 Electric Installation 34,583,488 - - 34,583,488 7-8 33,437,368 1,146,120 34,583,488 - Mobile, Telephone & Computer 4,541,092 - - 4,541,092 8-10 4,338,631 170,291 4,508,922 32,170 Office Equipments 4,438,540 - - 4,438,540 12-15 4,438,540 4,438,540 - Motor Vehicles 16,559,321 - - 16,559,321 8-10 14,833,084 620,975 15,454,058 1,105,263

Total 1,145,331,429 - - 1,145,331,429 736,255,175 23,530,436 759,785,611 385,545,818

b. Revaluation


period

Deletion during the

period


the periodAt 31st

December 2017

Land & Land Development 676,112,088 - - 676,112,088 - - - - 676,112,088 Plant, Machinery & Equipment 40,922,664 - - 40,922,664 7-8 34,342,884 1,534,600 35,877,484 5,045,180 Building Constructions 38,671,183 - - 38,671,183 5-6 34,804,065 1,450,169 36,254,235 2,416,948 Furniture & Fixture 304,268 - - 304,268 8-10 243,414 11,410 254,824 49,444 Electric Installation 1,848,381 - - 1,848,381 7-8 1,729,715 69,314 1,799,029 49,352 Motor Vehicles 907,479 - - 907,479 8-10 773,714 34,030 807,745 99,734

Total 758,766,063 - - 758,766,063 71,893,793 3,099,524 74,993,317 683,772,746

As on 31 Dec 2017 Total 6,011,420,604 205,862,546 - 6,217,283,150 2,035,483,502 154,289,352 2,189,772,853 4,027,510,296

Written Down Value at 31st

December 2017

Particulars

Particulars

At Cost - note 2.5

Rate (%)

Depreciation- note 2.6

At Cost - note 2.5

Rate (%)

Depreciation- note 2.6 Written Down Value at 31st

December 2017

Written Down Value at 31st

December 2017

Amount in Taka

Particulars

At Cost - note 2.5

Rate (%)

Depreciation- note 2.6

3.2 Depreciation allocated to:

31-Dec-17 31-Dec-16

Cost of Shipbuilding - note 17 152,191,017 134,483,782 Administrative expenses - note 18 2,098,335 1,854,197

154,289,352 136,337,978

*** 3207.235 Decimal Land is mortgaged with various financial institution for receiving loan .

revaluation surplus.*** 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

Amount in Taka

22 | P a g e

31-Dec-17 30-Jun-17

3.3 CAPITAL WORK-IN-PROGRESS - note 3Opening Balance 3,641,450,952 2,727,240,168

Addition made during the year 308,108,821 914,210,784 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 233,730,290 217,423,526

Gantree crane 667,240,416 620,688,759

Shipyard New Office Building 183,425,975 170,628,814

Tk 3,949,559,773 3,641,450,952

Taka 3,949,559,773 3,641,450,952

Amount in Taka

23 | P a g e

INVESTMENT

Stella Shipping Limited, Bangladesh - note 4.1 357,000 357,000 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 24

4.1 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 23.04.2009. The main activities of the company is to carry onbusiness 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 shares @ Tk 100 each} and Paid up Capital is Tk 2,550,000 {25,500 shares @ 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 asyet 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, Bangladeshwas registered with the Registrar of Joint Stock Companies on 18 August, 2010. The main activity of the company is to carry on businesson Ship/Dredger manufacturing. Total Authorized Capital of the Company is Tk. 1,000,000,000 (Hundred Crore) {1,000,000 shares @ Tk1,000 each} and Paid up Capital is Tk 6,800,000 {6,800 shares @ Tk 1,000 each} only, of which Company owns 1020 shares of Tk.1,000each 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 inshare 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, 2010. The main activity of the company is to carryon business of Ship Building (ocean going & inland), barges, tug, fishing trawler etc. slipway, dockyard, ship reparing,ship owing, shipchartering, ship management etc. Total Authorized Capital of the Company is Tk. 1,000,000,000 (Hundred Crore) {10,000,000 shares @ Tk100 each} and Paid up Capital is Tk 50,000,000 {500,000 shares @ Tk 100 each} only, of which Company owns 75,000 shares of Tk.100each 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 inshare value from the Financial Statements of the Company.

24 | P a g e

31-Dec-17 30-Jun-17TRADE & OTHER RECEIVABLE

Trade Receivable - note 5.1 3,231,669,764 3,108,075,847 Taka 3,231,669,764 3,108,075,847

5.1 Trade Receivable - note 5Opening 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 3,108,075,847

-

5.2

Tk 1,383,058,575 1,086,703,157

Receivable for more than 6 months old and considered good.

Amount in Taka

JSW 1,2,3,4 440,689,332 490,922,483 Offshore Patrol Vessels - 309,556,226 Container vessels 261,382,325 286,224,449 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 2 559,245,451 488,524,430 PPT 219,807,315 127,307,315 NFT 360,291,943 341,945,936 ESL 1,003,060,000 909,380,000 LCT Army 91,801,930 - CPA Tug 173,650,000 -

3,231,669,764 3,108,075,847

Details of receivables (in accordance with Projects)

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 butrevenue is recognized before delivery. In result an amount of Tk. 1,383,058,575 is showing receivable more than 6 months old whichis considered good.

25 | P a g e

31-Dec-17 30-Jun-17

6 INVENTORIESMaterials, Stores & Spares - note 6.1, 6.1.1 & 2.7 1,987,967,479 1,959,097,435 Material-in-Transit 99,599,963 44,625,390

Tk 2,087,567,442 2,003,722,825

6.1 Materials, Stores & Spares - note 6Opening 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)

Tk 1,987,967,479 Tk 1,959,097,435 Closing Balance

Amount in Taka

6.1.1 Item wise break-up of Materials, Stores & Spares

SL Name of the Item Taka Taka1 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 - - 10,329,350 - - 9,867,548 4 Oil 25,690 Litre 1,669,850 21,567 Litre 1,375,869 5 Accommodation System 14 Set 28,056,824 12 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 90,256,384 20 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 312,563,561 17 Case 297,798,316 10 Valves & Other Parts - - 30,526,451 - - 21,063,629 11 Pipe & Fittings 17,639 Metre 88,635,967 18,683 Metre 90,563,281 12 Safety Equipments 22 Set 66,592,539 20 Set 60,538,672 13 Deck Machinery 6 Pck 142,653,967 3 Pck 124,563,868 14 Lashing Materials - - 25,768,634 - - 30,568,937 15 Galley & Laundry Equipments 15 Unit 26,845,911 13 Unit 23,862,467 16 Anode, Rudder & ICCP Systems 7 Set 31,596,738 5 Set 26,346,272 17 M.S. Plate 7,826 Ton 476,893,627 7,568 Ton 458,387,765 18 Bulb Flat 271 Ton 2,468,351 283 Ton 3,862,490 19 Angle Bar 912 Ton 68,245,637 869 Ton 62,539,463 20 Propeller & Propulsion 20 Set 215,396,843 22 Set 247,914,606 21 Hatch Cover 20 Set 82,635,637 25 Set 98,648,627 22 Anchor Chain 15 Set 18,896,328 12 Set 14,536,567 23 Water Tight Doors 45 Set 28,964,382 50 Set 33,355,970 24 Electronic Items - - 68,056,367 - - 56,938,647 25 Generators 20 Pcs. 21,563,489 24 Pcs. 28,645,935 26 Folded Boom Crane 18 Set 36,896,758 15 Set 30,448,950

Total Taka 1,987,967,479 Total Taka 1,959,097,435

Unit30-Jun-1731-Dec-17

Unit

26 | P a g e

31-Dec-17 30-Jun-177 PREPAYMENTS, DEPOSITS AND ADVANCES

Prepayments - note 7.1 2,758,648 2,317,041 Deposits - note 7.2 40,511,954 40,583,954 Advances - note 7.3 2,400,357,935 2,338,860,295

Tk 2,443,628,537 2,381,761,290

7.1 Prepayments - note 7Insurance Premium 2,758,648 2,317,041

Tk 2,758,648 2,317,041

Amount in Taka

7.2 Deposits - note 7Adv. Against Guest House Rent 1,432,000 1,504,000 Deposit with PDB 507,600 507,600 Security Deposit with CDBL 500,000 500,000 Security Deposit -Ansar 137,166 137,166 Security Deposit - CPA (for steel pantoon jetty) 170,625 170,625 Retention money on BIWTC passenger vessels 37,089,563 37,089,563 Advance against Hired Land - Shipyard 675,000 675,000

Tk 40,511,954 40,583,954

7.3 Advances - note 7

Advance Tax 148,658,159 132,794,833

Against Import & Supplies 1,115,096,901 987,624,390

Staff Advance against Local Purchase 1,256,389 103,765,310 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 265,000 265,000

Against Salary 2,246,533 2,367,133

1,135,346,486 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

7.4

Tk 40,511,954 40,583,954

7.5

Tk 2,246,533 2,367,133

7.6 Tk 2,246,533 2,480,500

These include dues realizable/adjustable after one year next from the reporting date

Advances include aggregate amount due by the officers of the Company

The maximum aggregate amount due by the officers of the Company at the end of any month during the period

Additional disclosure in line with schedule 11 part 1 of the Companies Act, 1994

CASH AND CASH EQUIVALENTS

Balances with Scheduled BanksTaka Accounts - note 8.1 157,638,559 418,356,758 Foreign Currency Accounts - note 8.2 209,352,380 57,645,237

366,990,939 476,001,995

Margin with Banks - note 8.3 21,340,750 21,340,750 Cash in Hand - note 8.4 829,292 132,322 Deposit with Non Banking Financial Institution - note 8.5 60,696,007 59,799,022

Taka 449,856,988 557,274,089

27 | P a g e

Taka Accounts - note 8Dutch- 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 103,351,610 211,093,927 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 4,782,912 224,207 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 515,177 515,752 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 268,668 271,743 Modhumoti Bank 689,006 389,092 Meghna Bank Limited 3,382,792 17,015,677 South Bangla Agriculture Bank 113,221 114,061 Union Bank Limited 6,550 7,125 NRB Global Bank Limited 998,380 833,245 NRB Commercial Bank Limited 7,528 8,103 NRB Bank Limited 2,125 2,700 Trust Bank Ltd. 1,470,067 410,024 Rupali Bank Ltd 2,125 2,700 Midland Bank Limited - 482 NCC Bank Limited 335 1,025 Bangladesh Commerce Bank Ltd. 906,139 - First Security Islami Bank Ltd 397,546 36,129,501

Tk 157,638,559 418,356,758

8.1

31-Dec-17 30-Jun-17Foreign Currency Accounts - note 8

BRAC Bank Limited 37,125 38,976 Southeast Bank Limited 958,257 912,756 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 8 829,292 132,322

8.2

8.3

8.4

28 | P a g e

Deposit with Non Banking Financial Institutions - note 8Union 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 449,856,988 557,274,089

Period of all deposits is three months with auto renewal unless otherwise instructed.

8.5

31-Dec-17 30-Jun-179 SHARE CAPITAL

9.1 Authorized 6,000,000,000 3,000,000,000

9.2 Issued, subscribed and paid-upPaid- up in cash note - 9.3

166,280,502 nos. Ordinary Shares of Tk 10 each Taka 1,662,805,020 1,484,647,340

Break upShare issued in cash sponsors/Promoters (6,45,51,900 share @ Tk.10 each) 645,519,000Share issued in cash through IPO from General public (45,000,000 share @ Tk.10 each) 450,000,000Bonus Share issued during the year in 14 th AGM (10,955,190 share @ Tk.10 each) 109,551,900Bonus Share issued during the year in 15 th and 16th AGM held on 12.10.2017 ( 27,957,644 share @ Tk.10 eac 279,576,440Bonus Share issued during the year in 17th AGM held on 30.12.2017 ( 17,815,768 share @ Tk.10 each) 178,157,680

1,662,805,020

Amount in Taka

600,000,000 Nos. Ordinary Shares of Tk 10 each Taka

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 31.07.11 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 30.12.17 and due submission made in the office of the Registrar of Joint Stock Companies.

5. % of paid-up capital held by:A. Sponsor/promoters and directors: 36.47 % B. Govt.: 0.00 % C. Institute: 12.92 % D. Foreign: 0.00 % E. Public: 50.61 %The Company increased its paid up capital by Tk 1,63,400 issuing 1,634 shares @ Tk 100 on 15.07.2009 & Tk. 400,000,000 issuing 4,00,00,000 shares @ Tk. 10each on 14.01.2010 in cash. Both the issues were approved by the Securities and Exchange Commission. The Company converted its per share value to Tk 10 fromTk 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 throughIPO 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 12.10.2017 andfinally 17815768 stock dividend issued by approving in 17th AGM held on 30.12.2017

9.3 Position of shares holding - note 9.2

31-Dec-17 30-Jun-17In % In %

Chairman Mr. Md. Saiful Islam 11.36 11.89 Managing Director Mr. Md. Sakhawat Hossain 2.83 4.52 Directors

Capt. Mr. Sohail Hasan 2.98 2.98 Mr. Md. Saeedul Islam 2.70 2.70 Mr. Arifur Rahman Khan 2.54 2.54 Mr. Abu Md. Fazle Rashid 2.24 2.24 Mr. Monzur Morshed Chy 2.24 2.24 Mr. Shah Alam 2.21 2.21 Mr. Md. Abdul Mobin 2.00 2.00 Capt. Mr. ABM Fazle Rabbi 2.00 2.00 Mr. A.K.M. Rezaur Rahman 2.00 2.00

20.90 20.90

Total Shares of Directors 35.09 37.31 Others : Western Marine Services Limited 1.38 2.37 Other Individuals 63.53 60.32

64.91 62.69

100.00 100.00

Shareholders

29 | P a g e

9.4

No. of Shareholders % of holdings No. of Shareholders % of holdings

23,479 67.87 33,650 3.378,230 23.79 7,328 11.051,425 4.12 1,018 6.15

750 2.17 526 6.22280 0.81 201 4.18132 0.38 73 2.1169 0.20 64 2.45

133 0.38 83 5.0076 0.22 84 15.94

Over 1,000,000 Shares 21 0.06 15 43.53Taka 34,595 100.00 43,042 100.00

31-Dec-17 30-Jun-169.5 Share Premium Account Taka 1,186,842,320 1,365,000,000

The distribution schedule showing the number of shareholders and their shareholding percentage as on 30 June 2017 is as follows:30-Jun-17

Range of the holdings

Less than 500 Shares501 Shares to 5,000 Shares

31-Dec-17

100,001 Shares to 1,000,000 Shares

The Company has received premium by amounting Tk. 240,000,000 against issuing of 24,000,000 shares @ Tk.10 as premium on 02.10.2010 duly getting approvalfrom Securities and Exchange Commission. The Company has also received premium by amounting Tk. 1,125,000,000 against issuing of 45,000,000 shares @ Tk.25 as premium on 12.06.2014 duly getting approval from Security and Exchange Commission. Stock Dividend of taka 178,157,680 for the year 2017-2018 adjustedwith Share Premium account as per Section 57 (2) of The Companies Act. 1994.

5,001 Shares to 10,000 Shares10,001 Shares to 20,000 Shares20,001 Shares to 30,000 Shares30,001 Shares to 40,000 Shares40,001 Shares to 50,000 Shares50,001 Shares to 100,000 Shares

31-Dec-17 30-Jun-1710 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

9,395,962,973 9,135,127,297

31-Dec-17 30-Jun-17Break up of Term Loan:

a) Bank Asia Limited Due within one year 224,800,000 224,800,000 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 852,149,527 812,313,991

Tk 872,149,527 832,313,991

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 43,386,506

'Amount in Taka

Taka

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 18.00 %.'Amount in Taka

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e) One Bank Limited Due within one year 58,200,000 364,479,564 Due after more than one year 255,492,652 -

Tk 313,692,652 364,479,564

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 165,693,483 160,696,315

Tk 224,893,483 219,896,315

i) National Bank Ltd. Due within one year 282,400,000 282,400,000 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 237,600,000 237,600,000 Due after more than one year 897,095,003 837,690,403

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


m) Midas Financing Ltd. Due within one year 32,000,000 32,000,000


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.


Tk 239,251,690 231,471,254

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p) Premier Leasing & Finance Ltd. Due within one year 27,000,000 27,000,000 Due after more than one year 184,107,358 173,450,509

Tk 211,107,358 200,450,509 q) Uttara Finance And Investment Ltd.


Tk 72,787,223 68,663,086 r) National Finance Ltd.


Tk 90,976,728 86,300,320

Taka 9,395,962,973 9,135,127,297 11 Due (to)/from affiliated companies - note 2.19 & 29

11.1 Due (to)/from affiliated companiesWestern Marine Services Limited - note 11.1.1 & 29 34,296,497 32,671,111 New Western Marine Shipbuilders Limited - note 11.1.2 & 29 332,913,262 265,991,265 Western Fishers Shipyard Limited - note 11.1.4 & 29 16,017,095 15,284,527

IHC-WMShL Limited - note 11.1.5 & 29 269,666,740 256,409,873 Taka 652,893,593 570,356,775

The make up

11.1.1 Western Marine Services Limited - note 11.1Opening 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 32,671,111

11.1.2 New Western Marine Shipbuilders Limited - note 11.1Opening balance 265,991,265 283,464,044 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 332,913,262 265,991,265

11.1.3 Western Fishers Shipyard Limited - note 11.1Opening 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 15,284,527

11.1.4 IHC-WMShL Limited - note 11.1Opening balance 256,409,873 257,500,098 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 269,666,740 256,409,873

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*** As per decision of Board of Directors in a meeting held on 15.7.2014, it was decided to treat the finance provided to or from the related parties as short term loan & charge interest @ 10.00% on daily balance with effect from July 2014.

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31-Dec-17 30-Jun-17

12 DEFERRED TAX ASSET/LIABILITY - note 2.12.2Opening 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 (47,541,849) (45,703,653)

Amount in Taka

TakaCarrying Amount Tax Base

Taxable/

As on 31st Dec 2017:Property, Plant and Equipment (Except Land) 3,343,737,550 2,392,900,561 950,836,989 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 2,374,991,764 914,073,068 Applicable Tax Rate 5%Deferred Tax Liability 45,703,653

13 RESERVE & PROVISIONS

Reserve for Warranty - note 2.20 & 13.1 43,500,487 46,966,421 Provision for Income Tax Expenses - note 2.12.1 & 13.2 108,630,699 95,633,293 Provision for Workers' profit participation & welfare fund - note 13.3 30,113,886 46,279,321

182,245,072 188,879,034

13.1 Reserve for Warranty - note 2.20 & 13Opening Balance 46,966,421 56,162,117 Provision made during the year - note 17 - -

46,966,421 56,162,117 Paid/Adjustment during the year (3,465,934) (9,195,696) Closing Balance 43,500,487 46,966,421

Taka

Tk

13.2 Provision for Current Income Tax Expenses - note 2.12.1 & 13Opening Balance 95,633,293 87,130,180 Provision made during the year 12,997,407 16,023,113

108,630,699 103,153,293 Paid/Adjustment during the year - (7,520,000) Closing Balance 108,630,699 95,633,293

13.3 Provision for Contribution to workers' profit participation & welfare fund - note 13Provision 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 30,113,886 46,279,321

Tk

Tk14 BANK OD/CC - SHORT TERM LOAN 31-Dec-17 30-Jun-17

Brac Bank Limited - 7,100,454 Bank Asia Ltd 241,181,553 227,813,324 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 255,405,013 217,052,991

1,803,688,749 1,680,855,777 Tk15 TRADE AND OTHER PAYABLE

Trade Payable - note 15.1 101,163,424 97,685,039 Other Payable - note 15.2 61,969,450 15,678,030

163,132,874.00 113,363,068 Tk

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15.1 Trade Payable - note 15For import, supplies & others 101,163,424 97,685,039 For advance against job - -

101,163,424 97,685,039 15.2 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 27 150,000 375,000

61,969,450 15,678,030 Tk

Tk

16 REVENUE31-Dec-17 31-Dec-16

Net Revenue 1,610,777,762 1,451,735,897 1,610,777,762 1,451,735,897

The make-up

PPT 92,500,000 96,200,000 92,500,000 96,200,000

NFT 335,800,000 313,900,000 335,800,000 313,900,000

OPV Project 86,484,272 114,000,000 86,484,272 114,000,000

ESL 394,880,000 530,103,733 394,880,000 530,103,733

JSW 1 & 2 120,000,000 140,000,000 120,000,000 140,000,000

Amount in Taka

Name of Projects

Tk

Tk

Tk

Tk

Tk

Taka

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- 81,308,697 155,841,669 81,308,697 155,841,669

LCT-Army 321,396,793 321,396,793

CPA Tug 173,650,000 173,650,000

Taka 1,610,777,762 1,451,735,897 ** Export incentive included with revenue.

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31-Dec-17 31-Dec-1617 COST OF SHIPBUILDING

Materials, Store & Spares - note 6 732,562,460 710,761,621 Salaries, Wages and Bonus 82,357,959 80,610,224 Depreciation - note 3.2 152,191,017 134,483,782 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 733,241 488,251 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 588,987 378,135 Stationery 389,755 350,685 Coating & Painting Works 587,026 512,943 Vessel Equipment Installation Exp. 963,753 867,201 Fender & Other Works 371,759 359,779 Keel Laying 207,093 242,293 Dredging Charges 212,425 145,499 Tours & Travels 120,245 93,825 Mobile, Telephone and Internet 119,985 101,897 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 85,090 105,550 Gift and Donation 20,000 55,235 Galvanizing Charges 41,134 75,872 Software Expenses 12,000 7,175 Survey Fee 50,750 127,565 Newspaper, Book & Periodicals 6,358 7,775

Taka 1,034,352,105 994,659,070

Amount in Taka

Project wise break-up

OPV Project 43,899,543 75,507,274 ESL 263,920,900 317,994,029 JSW 90,756,370 98,521,214

Tug boat - 5,636,913 NFT 196,487,408 253,625,638 UAE Landing craft 3,102,865 14,669,779 OSJI - 26,265,506 Passenger Vessels- 53,024,362 109,075,158 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 1,034,352,105 994,659,070

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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 625,578 632,735 Tours & Travels 256,384 474,853 Electricity 323,017 385,639 Water Charges 18,267 22,715 Gift and Donation 177,298 143,875 Stationery 603,074 539,887 Registration Filing Expenses 117,286 146,483 Telephone, Mobile & Internet 405,692 393,498 Office Maintenance 285,637 398,905 Professional Charges 80,000 124,000 Rates & Taxes 105,632 106,350 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 193,000 199,685 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 & 15.2 75,000 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 758,250 568,284

Taka 21,858,584 20,508,701 19 SELLING AND MARKETING EXPENSES

Vessel Delivery Expenses 705,628 536,267 Market Promotional Expenses 188,567 292,975 Vessel Launching Expenses 358,625 155,248 Advertisement 105,267 124,489

Taka 1,358,087 1,108,978

20 FINANCIAL INCOMEInterest from New Western Marine Shipbuilders Limited 14,286,350 10,987,644 Interest from Western Fishers Shipyard Limited 732,568 718,750 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 256,837 339,208

Taka 33,816,110 37,906,782

*** As per decision of Board of Directors in a meeting held on 15.7.2014, it was decided to treat the finance provided to or from the related parties as short term loan & charge interest @ 10.00% on daily balance with effect from July 2014.

21 FINANCIAL EXPENSESLoan Interest & Bank Charges 325,364,627 305,297,656 Bank Guarantee Commission & Other Charges 13,923,766 15,130,305 Foreign Currency Fluctuation Loss/(Gain) - note 2.9 536,860 427,382 Loan Processing Charges - 289,581

Taka 339,825,253 321,144,924

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 13.2 12,997,407 7,047,948 Deferred Tax Liability - note 12 1,838,196 1,688,001

Taka 14,835,603 8,735,949 23 EARNINGS PER SHARE (EPS)- BASIC- note 2.16

(a) Earnings attributable to the ordinary shareholders 220,004,247 135,874,007

(b) Number of Ordinary shares at the close of business 166,280,502 120,507,090 (c ) Weighted average no. of shares outstanding 166,280,502 120,507,090

Earnings per share (Basic) 1.32 0.82Taka

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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 166,280,502 120,507,090

Net Assets Value Per Share With Assets Revaluation (Restated if required) 31.63 34.24Net Assets Value Per Share Without Assets Revaluation (Restated if required) 27.52 29.61

31-Dec-17 31-Dec-16

25 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 455,971,001 355,879,797 ii) Number of Ordinary shares at the close of business 166,280,502 120,507,090

Operating cash outflow per share Taka 2.74 2.95

26 CONTINGENT LIABILITIES AND COMMITMENTS- note 2.13

a. As on reporting date, there were 9 nos. outstanding Letter of Credit amounting to Tk. 586,791,567b. 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.

27 AUDITORS' REMUNERATION - note 15.2 & 18

31-Dec-17 31-Dec-16

Audit Fee 150,000 125,000 Taka 150,000 125,000

Audit fee represents auditors' remuneration only which is fixed up by the shareholders in Annual General Meeting.

Amount in Taka

Amount in Taka

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.

28 DISCLOSURE AS PER BAS 11: CONSTRUCTION CONTRACT

a) Contract Revenue:

SL NO. Value in BDT

Revenue Recognized up to 30.06.17

Revenue Recognized

for the period

Revenue Recognized

up to 31.12.2017

1 1,520,000,000 1,433,515,728 86,484,272 1,520,000,000 2 2,000,000,000 1,800,762,261 120,000,000 1,920,762,261 6 95,160,000 90,402,000 4,758,000 95,160,000 8 677,572,473 528,506,529 81,308,697 609,815,226 9 370,000,000 196,100,000 92,500,000 288,600,000 10 1,460,000,000 627,800,000 335,800,000 963,600,000 11 2,468,000,000 1,135,280,000 394,880,000 1,530,160,000 12 765,230,460 - 321,396,793 321,396,793 13 377,500,000 - 173,650,000 173,650,000

9,733,462,933 5,812,366,518 1,610,777,762 7,423,144,280

Name of the Project

Offshore Patrol Vessel-OPV ProjectJSW-1,2,3,4UAE Landing craft

Total

ESLLCT-ArmyCPA Tug

Passenger Vessels-2nd lotPPTNFT

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b) % of stage of Work completion:

SL NO. Name of the Project

% of stage of Work completion

up to 31.12.2017

1 Offshore Patrol Vessel-OPV Project 94% 100%2 JSW-1,2,3,4 90% 96%6 UAE Landing craft 95% 100%8 Passenger Vessels-2nd lot 76% 88%9 PPT 52% 77%10 NFT 43% 66%11 ESL 46% 62%12 LCT Army 0% 42%13 CPA Tug 0% 46%

% of stage of Work completion up to 30.06.17

42%46%

16%

% of stage of Work completion for the period

6%6%

23%

5%

25%12%

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+c) Cost incurred for Work completion as % of completion:

SL NO. Name of the Project Cost

up to 31.12.20171 Offshore Patrol Vessel-OPV Project 1,026,448,345 2 JSW 1,2,3,4 1,332,725,467 6 UAE Landing craft 64,209,532 8 Passenger Vessels-2nd lot 394,237,787 9 PPT 188,317,231 10 NFT 593,793,574 11 ESL 1,056,771,724 12 LCT Army 190,883,188 13 CPA Tug 127,008,395

4,974,395,242

780,701,698

127,008,395 -

89,557,342

128,918,863 400,661,446

Cost up to 30.06.17

Cost incurred for the period

-

59,398,368 193,132,128 276,070,026 190,883,188

Total 1,034,352,105

983,412,944

3,055,324 342,025,853 52,211,934

3,940,043,138

43,035,401

61,154,209 1,243,168,125

29 RELATED PARTIES TRANSACTIONS - note 11 & 2.19

Sl. No. Name of the Parties Relationship Nature of Business

Volume of Transaction (Net)

Taka

1 Western Marine Services Limited Shareholder Financial

Transactions (1,625,386)

2 New Western Marine Shipbuilders Limited Related Party Financial

Transactions (66,921,997)

3 Western Fishers Shipyard Limited Related Party Financial

Transactions (732,568)

4 IHC-WMShL Limited Related Party Financial Transactions (13,256,867)

Closing Balance (Taka)

34,296,497

16,017,095

269,666,740

The Company carried out a number of transactions with related parties in the normal course of business on arms length basis:

332,913,262

30 EMPLOYEES

31-Dec-17 31-Dec-16Directors 14 14

Officers 134 127 Staffs & Workers 873 848

1,021 989

Number of Employees

31 CAPACITY & PRODUCTION31-Dec-17 31-Dec-16

MT MTCapacity Per Year 120,000.00 120,000 Installed Capacity- Annual 95,000.00 95,000 Actual Buildup- Half Yearly 45,600.00 40,800

32 EVENTS AFTER THE REPORTING PERIOD

33 GENERAL33.1 Figures appearing in these accounts have been rounded off to the nearest taka.

33.2 Previous year's phrases & amounts have been re-arranged, wherever considered necessary, to conform to the presentation for the year under review.

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.

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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)]

1. Statement of Assets and liabilities:31.12.2017 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

AssetsProperty, 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 652,893,593 570,356,775 585,089,046 609,330,686 628,089,625 653,193,361 Deferred tax assets - - - - 7,630,465 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 1,035,597,138 883,093,996 Advances, deposits and prepayments 2,443,628,537 2,381,761,290 1,740,777,895 788,120,334 681,321,453 463,022,756 Cash and cash equivalents 449,856,988 557,274,089 846,023,390 882,802,306 692,957,208 488,292,121 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

EquityShare capital 1,662,805,020 1,484,647,340 1,205,070,900 1,205,070,900 645,519,000 645,519,000 Share premium 1,186,842,320 1,365,000,000 1,365,000,000 1,365,000,000 240,000,000 240,000,000 Revaluation reserve 683,772,746 686,872,270 692,134,832 697,397,394 702,653,871 713,865,545 Retained earnings 1,725,571,791 1,547,007,440 1,503,638,369 1,199,413,272 1,160,913,613 999,962,289 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

LiabilitiesTerm 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 32,524,230 - - 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 1,139,867,527 740,365,648 Reserve & provisions 182,245,072 188,879,034 171,817,724 188,059,336 231,844,084 297,338,297 Short term loan 1,803,688,749 1,680,855,777 1,577,314,579 1,789,020,541 229,493,669 249,023,311 Trade & other payable 163,132,874 113,363,068 119,201,727 136,529,291 154,251,097 177,741,283 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 31.63 34.24 39.55 37.07 42.59 40.27 Net Assets Value Per Share With Assets Revaluation (Restated) - - 32.10 - - Net Assets Value Per Share Without Assets Revaluation 27.52 29.61 33.80 31.28 31.70 29.21 Net Assets Value Per Share Without Assets Revaluation (Restated) - - 27.44 - -

2. Statement of Operating Result:31.12.2017 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

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 576,425,657 982,751,460 894,164,683 741,278,617 648,242,856 614,868,545

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 553,208,986 939,376,097 851,469,338 682,864,063 598,446,502 569,790,647

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 90,579,756 108,840,346 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)

Amount in Taka

Amount in Taka

Western Marine Shipyard Limited

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 ofits 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 & 2015were 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. CharteredAccountants. 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:

Auditors’ Report under Section-135(I), Para 24(I), of Part-II of Schedule III to the Companies Act 1994

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Profit before WPPF and Welfare fund 247,199,843 355,077,871 337,798,018 232,710,527 195,413,739 183,491,471

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 234,839,851 337,323,977 320,908,117 221,075,001 185,643,052 121,744,148

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 220,004,248 317,682,949 298,962,534 175,417,963 149,739,649 134,889,330 Other comprehensive income - - - - - Total Comprehensive Income 220,004,248 317,682,949 298,962,534 175,417,963 149,739,649 134,889,330

Earning per Share (EPS) Basic-Reported 1.32 2.14 2.48 1.65 2.32 2.09 Earning per Share (EPS) Basic-Restated - - - - 2.11 - Total number of outstanding shares 166,280,502 148,464,734 120,507,090 120,507,090 64,551,900 64,551,900 Weighted average no.of shares outstanding 148,464,734 120,507,090 106,284,616 64,551,900 64,551,900

3. Dividend Declared :Cash - 3% - - 5% - Bonus share - 12% 12% 10% 10% -

4. Statement of Cash Flows:31.12.2017 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

A) CASH FLOWS FROM OPERATING ACTIVITIESCollection 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 455,971,000 416,299,019 111,624,940 200,180,370 56,288,028 10,403,506

B) CASH FLOWS FROM INVESTING ACTIVITIESAcquisition 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 ACTIVITIESLoan-current & Non-current 260,835,675 963,518,345 1,504,091,386 197,590,497 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 122,832,971 103,541,199 (211,705,962) 1,559,526,872 (19,529,641) 11,363,949 Share capital - - 450,000,000 - - Share premium - - 1,125,000,000 - - 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) 497,493,588 802,955,742 2,868,099,892 1,137,795,426 328,667,373

D) Net Increase/ (Decrease) in Cash & Cash Equivalents (107,417,102) (288,749,301) (36,778,916) 189,845,099 204,665,087 19,346,288

E) Cash and Cash Equivalents at the beginning of the year 557,274,090 846,023,391 882,802,307 692,957,208 488,292,121 468,945,833

F) Cash and Cash Equivalents at the end of the year 449,856,988 557,274,090 846,023,391 882,802,307 692,957,208 488,292,121

Net Operating Cash Flow per Share-Reported 2.74 2.80 0.93 1.66 0.87 0.16 Net Operating Cash Flow per Share-Restated 2.50 0.75 - 0.79 -

Amount in Taka

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 2013-2014.2 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;456 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, 2017.9 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, 2017.

Point to be noted:

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;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, 2015

Sd/- Mahfel Huq & Co

Chartered Accountants Place: Dhaka Date: January 14, 2018

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Auditor's certificate regarding calculation of EPS and Ratios

31.12.2017 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

I dity Ratios:(i) Current Ratio Current assets/ Current liabilities 2.51 2.32 2.19 1.88 3.31 3.31 (ii) Quick Ratio Total Quick assets / Current liabilities 1.87 1.74 1.67 1.36 2.72 2.71

II Operating Efficiency Ratios:(i) Accounts Receivables Turnover Ratio Net Credit Sales/ Average Trade receivables 0.51 0.95 0.89 0.78 0.80 0.91 (ii) Inventory Turnover Ratio Cost of shipbuilding / Average Inventories 0.51 1.05 1.06 1.27 2.01 2.01 (iii) Asset Turnover Ratio Turnover/ Average Total assets 0.10 0.19 0.20 0.22 0.28 0.32

III Profitability Ratios:(i) Gross Margin Ratio 100 * Gross profit/ Turnover 35.79 32.99 31.78 29.05 25.14 25.19 (ii) Operating Profit Ratio 100 * Operating profit/ Turnover 34.34 31.54 30.26 26.76 23.21 23.34

(iii) Net Profit Ratio 100 * Net profit attributable to shareholders’ equity / Turnover

13.66 10.67 10.62 6.87 5.81 5.53

(iv) Return on Assets Ratio 100 * Net profit attributable to shareholders’ equity/Average Total assets

1.33 2.04 2.13 1.52 1.66 1.79

(v) Return on Equity Ratio 100 * Net profit attributable to shareholders’ equity/ Average Shareholders' equity 4.25 6.45 6.48 4.86 5.60 5.33

(vi) Earnings Per Share (EPS) Basic Net Profit after Tax/ Number of Shares 1.32 2.14 2.48 1.65 2.32 2.09

(vii) Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Margin

(Operating Profit+Interst+Depreciation)/ Revenue 0.65 0.63 0.61 0.58 0.55 0.53

IV Solvency Ratios:(i) Debt to Total Assets Ratio Total Debt/ Total Assets 0.69 0.69 0.68 0.66 0.72 0.69 (ii) Debt to Equity Ratio Total Debts/ Shareholders' equity 2.20 2.20 2.12 1.97 2.58 2.18 (iii) Times Interest Earned Ratio EBIT/ Interest expense 1.63 1.41 1.41 1.22 1.21 1.23 (iv) Debt Service Coverage Ratio Net Operating Income/ Annual Debt 0.05 0.08 0.08 0.08 0.08 0.10

V Cash Flow Ratio:

(i) Net Operating Cash Flow Per Share (NOCFPS) Net Operating Cash Flows /Nos. of ordinary shares outstanding during the year

2.74 2.80 0.93 1.66 0.87 0.16

(ii) NOCFPS to EPS Ratio Net Operating Cash Flows Per Share/ EPS 2.07 1.31 0.37 1.01 0.38 0.08

Western Marine Shipyard LimitedStatement of Ratio Analysis

Result

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 theCompany’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 alonefinancial statements for the period ended December 31, 2017 and for the year ended June 30, 2017, 2016, 2015, 2014, & 2013. Based on the review, we certify that the Company has properlyprepared 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 theyear ended June 30, 2017, 2016, 2015, 2014, & 2013. 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, 2017.

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.

Name of ratio Formula

Sd/- Mahfel Huq & Co

Chartered Accountants Place: Dhaka Date: January 14, 2018

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Western Marine Shipyard Limited

Name of Ratio Amount in Taka

31.12.2017 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013 Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result

I Liquidity Ratios (i) Current ratio Current Assets 8,212,722,732 2.51 8,050,834,051 2.32 7,559,820,671 2.19 6,648,094,975 1.88 5,818,077,204 3.31 4,848,325,577 3.31 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

(ii) Quick ratio Current Assets -

Inventory 6,125,155,289 1.87 6,047,111,226 1.74 5,762,393,751 1.67 4,826,503,835 1.36 4,782,480,066 2.72 3,965,231,581 2.71 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

II Operating Efficiency Ratios:

(i) Accounts Receivables turnover ratio

Net Credit Revenue 1,610,777,762

0.51 2,978,544,328

0.95 2,813,975,718

0.89 2,551,851,870

0.78 2,578,080,015

0.80 2,441,103,180

0.91 Average Receivables 3,169,872,806 3,141,834,157 3,165,586,831 3,281,891,300 3,211,059,055 2,680,626,652

(ii) Inventory turnover ratio

Cost of Goods Sold 1,034,352,105

0.51 1,995,792,869

1.05 1,919,811,035

1.06 1,810,573,253

1.27 1,929,837,159

2.01 1,826,234,635

2.01 Average Inventory 2,045,645,134 1,900,574,873 1,809,509,030 1,428,594,139 959,345,567 908,471,451

(iii) Asset Turnover Ratio

Revenue 1,610,777,762 0.10

2,978,544,328 0.19

2,813,975,718 0.20

2,551,851,870 0.22

2,578,080,015 0.28

2,441,103,180 0.32 Average Total

Assets 16,549,509,637 15,547,664,350 14,064,202,676 11,557,567,468 9,046,362,552 7,525,137,543

III Profitability Ratios:

(i) Gross margin ratio Gross Profit 576,425,657 35.79 982,751,460 32.99 894,164,683 31.78 741,278,617 29.05 648,242,856 25.14 614,868,545 25.19 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

(ii) Operating profit ratio

Operating Profit 553,208,986 34.34 939,376,097 31.54 851,469,338 30.26 682,864,063 26.76 598,446,502 23.21 569,790,647 23.34 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

(iii) Net profit ratio Profit after Tax 220,004,248 13.66 317,682,949 10.67 298,962,534 10.62 175,417,963 6.87 149,739,649 5.81 134,889,330 5.53 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

(iv) Return on assets ratio

Profit after Tax 220,004,248 1.31 317,682,949 1.96 298,962,534 2.01 175,417,963 1.32 149,739,649 1.52 134,889,330 1.63 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

(iv) Return on assets ratio

Profit after Tax 220,004,248 1.33

317,682,949 2.04

298,962,534 2.13

175,417,963 1.52

149,739,649 1.66

134,889,330 1.79 Average Total

assets 16,549,509,637 15,547,664,350 14,064,202,676 11,557,567,468 9,046,362,552 7,525,137,543

(v) Return on equity ratio

Profit after Tax 220,004,248 4.18

317,682,949 6.25

298,962,534 6.27

175,417,963 3.93

149,739,649 5.45

134,889,330 5.19 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

(v) Return on equity ratio

Profit after Tax 220,004,248

4.25

317,682,949

6.45

298,962,534

6.48

175,417,963

4.86

149,739,649

5.60

134,889,330

5.33 Average Shareholders'

Equity 5,171,259,464 4,924,685,575 4,616,362,833 3,607,984,025 2,674,216,659 2,531,823,675

(vi) Earnings Per Share (EPS) Basic

Profit after Tax 220,004,248 1.32 317,682,949 2.14 298,962,534 2.48 175,417,963 1.65 149,739,649 2.32 134,889,330 2.09 Number of Shares 166,280,502 148,464,734 120,507,090 106,284,616 64,551,900 64,551,900

(vii) EBITDA Margin EBITDA 1,047,323,591 0.65 1,885,979,779 0.63 1,727,223,780 0.61 1,477,991,348 0.58 1,425,295,840 0.55 1,287,460,597 0.53 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

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IV Solvency Ratios: (i) Debt to total Assets

ratio Total Debt 11,592,571,517 0.69 11,163,928,830 0.69 10,082,028,720 0.68 8,813,650,965 0.66 7,085,515,920 0.72 5,658,775,866 0.69 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

(ii) Debt to equity ratio

Total Debt 11,592,571,517

2.20

11,163,928,830

2.20

10,082,028,720

2.12

8,813,650,965

1.97

7,085,515,920

2.58

5,658,775,866

2.18 Total 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

(iii) Times interest earned ratio

Operating Profit 553,208,986 1.63

939,376,097 1.41

851,469,338 1.41

682,864,063 1.22

598,446,502 1.21

569,790,647 1.23 Net Interest

Expenses 339,288,393 666,508,961 603,589,585 558,710,603 492,646,713 464,249,915

(iv) Debt Service Coverage ratio

Net Operating Income 553,208,986

0.05 939,376,097

0.08 851,469,338

0.08 682,864,063

0.08 598,446,502

0.08 569,790,647

0.10 Total Debt Service Cost 11,538,940,115 11,482,492,035 10,352,513,116 9,015,248,711 7,192,067,452 5,647,946,201

V Cash Flow Ratios:

(i) Net operating Cash flow per share

Net Operating Cash Flow 455,971,000 2.74 416,299,019 2.80 111,624,940 0.93 200,180,370 1.66 56,288,028 0.87 10,403,506 0.16

Number of Share 166,280,502 148,464,734 120,507,090 120,507,090 64,551,900 64,551,900

(ii) NOCFPS to EPS Ratio

Net Operating Cash Flow per

Share 2.74 2.07 2.80 1.31 0.93 0.37 1.66 1.01 0.87 0.38 0.16 0.08

EPS 1.32 2.14 2.48 1.65 2.32 2.09

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AUDITORS’ CERTIFICATE OF COMPLIANCES OF CONDITIONS OF THE CORPORATE GOVERNANCE GUIDELINES TO THE SHAREHOLDERS [SEC NOTIFICATION NO.SEC/CMRRCD/ 2006-158/134/ADMIN/44 DATED 7AUGUST 2012 & 21ST

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/2006-158/134/Admin/44 dated 07th August, 2012 and as amended by notification no. SEC/CMRRCD/2006-158/147/Admin/48 dated 21st

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.

July, 2013 of Bangladesh Securities and Exchange Commission (BSEC).

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 07th August, 2012 and as amended by the notification dated 21st

July, 2013.

Sd/- Place - Chittagong Rahman Mostafa Alam & Co. Date- November 25, 2017 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, 1994. 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, 2000.

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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

Implementation Period

1 Replacement & Refurbishment of Capital Machinery for capacity build up & production enhancement(BMRE) 551,106,420

Within 2 year after receiving

fund

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. 155,635,120

5 16 X Barges for post launching works & revenue generation as project cargo carrier 333,300,000

6 01xTugboat (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. 125,854,000 10 Capital Dredging of waterfront for bigger vessel launching 175,000,000 11 Land filling & land development at Danger Char 232,125,000

12 Bank & NBFI Loan Repayment 1,369,500,000 within 06 month after receiving

fund

13 Right-share Offer Document (ROD) 50,000,000 immediately after receiving fund

Total 4,157,012,540



Western Marine Shipyard Limited Western Marine Shipyard Limited

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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 30,504,000.00 04x Forklift - 2x2Ton, 2x5Ton 10,000,000.00 04xTruckfor material movement 19,628,000.00 04x Trailer for material movement 12,500,000.00 1xCNC machine for plate cutting 33,250,000.00 150xCO2 welding machine 37,630,000.00 500xarc welding machine 35,625,000.00 10x MIG Welding machine 11,000,000.00 1xpipe storage shed 42,300,000.00 07xOverhead crane refurbishment 59,500,000.00 200xelectrical distribution box refurbishment & replacement of parts & cables 24,000,000.00 Metalizing equipment for painting 5,765,000.00 05xSpray painting machine 6,500,000.00 05xquality inspection tools 4,457,500.00 10xplate lifter 1,275,000.00 4xMagnetic lifter 512,000.00 01xPipe bending machine 35,755,000.00 Steel wire rope for winch 2,656,000.00 Load cell 3,150,000.00 Spares for CNC machine & shot blasting machine 35,000,000.00 Inspection equipment 4,250,000.00 High-pressure hose for painting 450,000.00 02xSemi automatic welding machine 25,750,000.00 Refurbishment of existing airbags for launching 6,500,000.00 02xLaser alignment device 875,000.00 Repair of existing fabrication shed 36,752,000.00 Fabrication of new & repair of existing pedestal 39,082,920.00 Refurbishment of launching cradle 26,439,000.00 Total 551,106,420.00

ANNEXURE-2

120-Ton Gantry Crane Installation Sl # Components Description Value (Taka)

1 Foundation works Pile work, gantry beam, u-bolt fitting 216,070,000.00

2 Gantry beam Total fabrication & installation of the rails 35,052,000.00

3 Hoist installation, electrical commissioning

120Ton hoist installation & complete electrical commissioning with cable laying 33,570,000.00

Total 321,242,000.00

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Annexure - 03: Development of Slipway

Sl. # Particulars of works Quantity

(Approx.) Unit unit rate (BDT)

Total amount (BDT)

Sl Item Designed Work (A=axb) Unit Rate, Tk

(B) Total estimate,

Taka (A x B) 3 Pile Cast (D3.28' x 100') 126 Nos 1,000,000 126,000,000 4 Pile Cast (D2' x 80') 168 Nos 400,000 67,200,000 5 Pile Cap Breaking 8,000 cft 120 960,000 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 400 27,417,000

9 Leveling Dressing 16,650 sft 4 66,600 10 CC 6,692 sft 100 669,200 11 Polythene Laying 16,650 sft 3 49,950 12 3" Flat Solin 16,650 sft 50 832,500 13 U Bolt: Supply & Fitting for Rail 1,050 Nos. 600 630,000 14 RCC Work

Floor 63,640 cft 495 31,501,800 Slipway Beam 15,552 cft 495 7,698,240 Guide wall base 20,000 cft 520 10,400,000 Gantry Crane Wall 6,260 cft 520 3,255,200 Slipway end beam 1,080 cft 540 583,200

15 Goner foundation 9 Nos 3,000,000 27,000,000 16 Reinforcement Bar (With GI wire & labor) 300 MT 75,000 22,500,000 17 Rail bit supply and fitting 30,000 kg 300 9,000,000 18 Electrical works 1 unit 8,000,000 8,000,000 19 Consultant Fee for design and supervision 1 LS 6,500,000 6,500,000 20 Contingency 1 LS 1,123,760 1,123,760 Total 367,500,000 BDT (In crore) 36.750

Annexure - 04: Shipbuilding shed & pedestal setup at old office space



Total amount (BDT)

1 Soil Test, survey 1 Lot 100,000 100,000 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 120 336,000 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 72,000 10 CC (4") 18,000 sft 50 900,000 11 Polythene Laying 18,000 sft 3 54,000 12 U Bolt: Supply & Fitting for Rail 600 Nos. 600 360,000

13 Anchor Bolt: Supply & Fitting for Column base 416 Nos. 2,500 1,040,000

14 RCC Work -

Pile cap 7,800 cft 495 3,861,000 Grade Beam 720 cft 495 356,400 Floor 18,000 cft 495 8,910,000 Slipway Beam 7,200 cft 540 3,888,000

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15 Goner foundation 2 Nos 3,000,000 6,000,000

16 Reinforcement Bar (With GI wire & labor) 101 MT 75,000 7,575,000

17 Rail bit supply and fitting 9,600 kg 300 2,880,000

18 Structural Steel Works (Column, Rafter etc.) 200 MT 150,000 30,000,000

19 Purlin 13 MT 150,000 1,950,000 20 Sheeting work 30,000 sft 200 6,000,000 21 10" Brick wall 2,075 cft 240 498,000 22 Internal Office Interior 800 sft 2,000 1,600,000 23 Toilet Blocks 1 unit 500,000 500,000 24 Electrical works 1 LOT 7,500,000 7,500,000 25 Contingency 1 LS 6,511,720 6,511,720 Total Estimated amount 155,635,120

BDT (In crore) 15.56

16xBarges Costing Sl # Description Value (Taka)

1 46.5m x15.24m x3.05m (Length x Breadth x Depth) Capacity = 1000Ton Barge; Qty= 7nos 177,800,000.00

2 34.2m x 9.6m x 2.5m (Length x Breadth x Height) Capacity = 500Ton Barge; Qty= 8Nos 143,500,000.00

3 29.7m x8.1m x2.2m (Length x Breadthx Height) Capacity =300Ton Barge; Qty=01Nos 12,000,000.00

Total 333,300,000.00

40Ton Bollard Pull Tugboat Costing Sl # Components Description Value (Taka)

1 Hull & Outfitting Length overall = 30.00m, breadth = 10.50m, Height=4.50m 101,641,500.00

2 Main Engine, Gearbox and Control System Installation of 1800 BHP X 2 107,650,275.00

3 Other Engine room Machinery

Installation of Twin Fixed Pitch Propeller Twin Rudder Steering Gear 150 kVA X 2 Generator 85 kVA X 1 Generator Various Pumps (Bilge Pump, Ballast Pump, Fuel Oil Pump, Fire Pump, Emergency Fire Pump, Fresh Water Pump), Compressors, Starting Air Bottles and Valves etc.

77,800,000.00

4 Deck Machinery Installation of Anchor Windlass, Chain Stopper, Mooring Capstan, Towing Hook, Anchor, Chain, Ropes etc. 24,600,300.00

5 Electrical System & alarm system

Full electrical system works, cabling, termination, main engine & generator powering, lever operation, General Alarm, Navigation and Communication Equipment

27,980,000.00

6 Accommodation & HVAC

12 person’s accommodation with furniture's and air conditioning and ventilation, Ventilation of Engine room and other places.

24,215,900.00

7 Safety System Fixed Fire Fighting the CO2 system, Portable Fire Fighting System, Life Saving Equipment etc. 4,412,025.00

8 Test & Trial Fuel, lube oil, hydraulics oil, manpower 9,200,000.00 Total 377,500,000.00

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Annexure - 07: Office Equipment for new office at Shipyard premises Sl. # Particulars of works Quantity


Total amount (BDT)

Office Block 01 1 Front desk (Reception) chair, table, sofa for

waiting room full setup 1 Item 200,000 200,000.00

2 Chair, table, office stationeries for officers (cubicle and work station)

38 sets 60,000 2,280,000.00

3 Chair, table for Directors/ Department Head 2 sets 200,000 400,000.00 4 Computer, ups,etc. 42 sets 75,000 3,150,000.00 5 printers 5 sets 12,000 60,000.00 6 Server, Internet router, switch, cable, etc. 1 lot 1,000,000 1,000,000.00 9 Photocopiers, A3 Printers Scanners etc. 2 sets 200,000 400,000.00 3 roof sheet repair/replacement 1 Item 1,000,000 1,000,000.00 3 Painting interior and exterior 1 Item 600,000 600,000.00 10 Kitchen items and accessories 1 sets 100,000 100,000.00

Office Block 02 1 Front desk (Reception) chair, table, sofa for

waiting room full setup 1 Item 200,000 200,000.00

2 Chair, table, office stationeries for officers (cubicle/work station)

16 sets 60,000 960,000.00

3 Furniture for DMD, Director and Departmental head

1 sets 400,000 400,000.00

3 roof sheet repair/replacement 1 Item 1,000,000 1,000,000.00 3 Painting interior and exterior 1 Item 100,000 100,000.00 4 A0 Plotter - 02 nos., A3 Printer - 2 nos. A0 Photo

copier- 01 no. Color Photocopier - 01, Photocopier - 01 no.

1 lot 1,000,000 1,000,000.00

7 Photocopiers, Printers, Scanners etc. for common use

2 sets 200,000 400,000.00

8 Kitchen items and accessories 1 sets 200,000 200,000.00 PHCC

1 Furniture replacement 1 Lot 3,000,000 3,000,000.00 2 medical equipment procurement 1 lot 3,000,000 3,000,000.00

Site offices (At different locations of Production areas) 1 Painting interior and exterior 1 Item 1,500,000 1,500,000.00 2 Chair, table, office stationeries 1 lot 300,000 300,000.00

Misc. Cost 1 Contingencies 1 Item 1,000,000 1,000,000.00

Total Estimated Amount 22,250,000.00 BDT (In crore) 2.225

Annexure - 08: Finishing work on existing 07 story Building Structure at Shipyard premises Sl.

# Particulars of works Quantity (Approx.) Unit unit rate

(BDT) Total amount

(BDT) 1 5 inch thick brick wall 8,400 sft 130.00 1,092,000.00 2 10 inch thick brick wall 2,800 cft 240.00 672,000.00 3 12mm thick sand and cement plaster. 57,600 sft 22.00 1,267,200.00 4 Tiles work 34,400 sft 250.00 8,600,000.00 5 Outside Glass work (Triple layer nitrogen filled

tempered tinted glass) 7,750 sft 1,400.00 10,850,000.00

6 MS collapsible gate 1 no. 75,000.00 75,000.00 7 1"x0.5" Grove on outside wall 9,800 rft 22.00 215,600.00 8 2.5' x 7' Door for washroom 21 pcs 7,000.00 147,000.00 9 3'-4" x 7' door 1 pcs 10,000.00 10,000.00

10 Internal Glass door (Double part) 14 pcs 20,000.00 280,000.00 11 Outside SS Show Grill 2,200 sft 250.00 550,000.00

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12 Toilet setup with 6 basins, 3 commodes, 1 urinal per floor with necessary stop cock, shower, mirrors, shelves etc.

7 Sets 400,000.00 2,800,000.00

13 complete electrical works with necessary wire, switch, fan, light and other accessories

7 Floor 500,000.00 3,500,000.00

14 Lift. Capacity 8~10 persons 1 No. 3,200,000.00 3,200,000.00 15 interior works including making cubicles,

partitions, ceiling works etc. 28,700 sft 1,000.00 28,700,000.00

16 Supply and installation of air conditioners for each floor

7 Floor 1,500,000.00 10,500,000.00

17 Inside outside paint works 60,000 sft 30.00 1,800,000.00 18 Roof Sheeting, including: steel truss, Colored

profile sheets, insulations, roof ceiling etc. 4,200 sft 265.00 1,113,000.00

19 Contingency 1 L.S. 628,200.00 628,200.00 Total Estimated Amount 76,000,000.00

BDT (In crore) 7.600

30Ton Gantry Crane Installation Sl # Components Description Value (Taka)

1 Hoist, hook, beam & leg Span= 75ft, 30Ton hoist, 12mm plate for beam. 70,000,000.00

2 Fabrication & Installation Total fabrication works, erection works 23,500,000.00 3 Hoist installation, rail laying 30Ton hoist installation & rail laying 13,570,000.00

4 Electrical works cable laying, the electrical system works, automation, paneling works. 18,784,000.00

Total 125,854,000.00 Cost in Crore 12.585

Annexure - 10: Capital Dredging of Existing waterfront for bigger vessel launching Total Dredging volume 17,500,000 cft



Total amount (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: 14.0977 Acre



Total amount (BDT)

1 Boundary Wall construction 5,050 rft 32,500 164,125,000 2 Land Filling up to (1992 Flood level+10 feet) 5,000,000 cft 7.00 35,000,000

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 removal of whole items after completion of the development work

550 rft 60,000.00 33,000,000

Total 232,125,000

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Western Marine Shipyard Ltd. Repayment of Bank & NBFI from Right Share

AA . Bank :

Sl No Bank Name

Amount In Taka Balance as on 31st Dec, 2017

Paid from Right Issue

1 IFIC Bank Ltd 255,405,013.00 255,405,013.00 2 Brac Bank Ltd 48,530,452.00 40,000,000.00 3 One Bank Ltd 313,692,652.00 30,000,000.00 4 National Bank Limited 4,033,354,502.00 200,000,000.00 5 Bank Asia Ltd 161,965,715.00 100,000,000.00 6 Pubali Bank Ltd 52,200,581.00 42,500,000.00 7 Dhaka Bank Limited 45,674,175.00 44,594,987.00

Total 4,910,823,090.00 712,500,000.00

1 BB. NBFI :

Islamic Finance and Investment Ltd. 25,418,989.00 17,000,000.00 2 Premier Leasing & Finance Ltd 211,107,358.00 140,000,000.00 3 Reliance Finance Ltd 151,145,362.00 80,000,000.00 4 Union Capital Ltd 239,251,690.00 150,000,000.00 5 Uttara Finance Limited 72,787,223.00 55,000,000.00 6 National Finance 90,976,728.00 55,000,000.00 7 Midas Financing Limited 247,148,270.00 150,000,000.00 8 National Housing Finance and Investment Ltd. 13,286,262.00 10,000,000.00

Total 1,051,121,882.00 657,000,000.00 G. Total (AA + BB) : 5,961,944,972.00 1,369,500,000.00

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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. No. Name Position Number of

Shares Percentage

(%) 1 Mr. Md. Saiful Islam Chairman 18,978,706.00 11.41 2 Mr. Md. Sakhawat Hossain Managing Director 4,433,100.00 2.67 3 Capt. Sohail Hasan

Director

4,953,736.00 2.98 4 Mr. Arifur Rahman Khan 4,219,798.00 2.54 5 Capt. ABM Fazle Rabbi 3,325,608.00 2.00 6 Mr. Abu Md.Fazle Rashid 3,722,335.00 2.24 7 Mr. Monzur Morshed Chowdhury 3,564,575.00 2.14 8 Mr. Mohammed Abdul Mobin 3,325,608.00 2.00 9 Mr. Shah Alam 3,668,004.00 2.21 10 Mr. Saeedul Islam 4,487,514.00 2.70 11 Mr. AKM Rezaur Rahman 3,325,608.00 2.00 12 Wali-ul-Maroof Matin

Independent Director

- - 13 Capt. Mohammed Anam Chowdhury - - 14 Engr. Mostafizur Rahman - - Total Share hold by Directors 58,004,592.00 34.89

15 Western Services Limited Sponsor 2,472,892.00 1.48 Total Share hold by Director & Sponsor 60,477,484.00 36.37

BENEFICIAL OWNERS HOLDING SHARES 5% OR ABOVE [Rule-8(l)]

Name Position Number of shares held

Percentage (%)

Mr. Md. Saiful Islam Chairman 18,978,706.00 11.41

COMPOSITION OF SHAREHOLDING POSITION OF THE COMPANY

Particulars No. of Shares Held

Total Amount of Shares

% of Total Shares

Sponsors & Directors 60,477,484.00 604,774,840.00 36.37 General Public 22,314,843 223,148,430.00 50.21 Institutions 83,488,175 834,881,750.00 13.42 Foreign - - - Government - - -

Total 166,280,502.00 1,662,805,020.00 100.00

DETAILS OF DIRECTORS, MANAGING DIRECTOR & COMPANY SECRETARY [Rule-8(m)]

SL. No. Name of Directors Age Education

Qualification Address Occupation

1 Mr. Md. Saiful Islam 58 Marine Engineer - U.K

Kolagaon, No.4, Kolagaon Union,

Patiya, Chittagong, Bangladesh.

Business

2 Mr. Md. Sakhawat Hossain 58

MEO Class-1 (motor) certificate, Graduated from Marine Academy

Business

3 Capt. Sohail Hasan 57

Certificate of Competency Class 2(Motor ship), DTp

UK

Business

4 Mr. Arifur Rahman Khan 53 National Diploma in Business

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SL. No. Name of Directors Age Education

Qualification Address Occupation

Marine Engineering, U.K

5 Capt. ABM Fazle Rabbi 47 Bss & Mss, Adv.

Diploma Master Mariner

Business

6 Mr. Abu Md.Fazle Rashid 56 M.E.O. CLASS-1

UK, I. Eng. MIMarEST (UK)

Business

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 AMIMar Est(UK)

Kolagaon, No.4, Kolagaon Union,

Patiya, Chittagong, Bangladesh.

Business

9 Mr. Shah Alam 59 Graduate, CU Business

10 Mr. Saeedul Islam 52

Bachelor of Business

Administration University of

New York

Business

11 Mr. AKM Rezaur Rahman 48 M.Com, DU Business

12 Wali-ul-Maroof Matin 56 MSC in 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 Mahfel Huq & Co., Chartered Accountants

ISSUE MANAGER NRB Equity Management Ltd. Al-Raji Complex, Suite# G-602, 603 (6th Floor), 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000.

CO- ISSUE MANAGER Swadesh Investment Management Ltd. UTC Building, 11th Floor 8 Panthapath, Kawran Bazar, Dhaka-1215,

UNDERWRITER

• 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

BANKER TO THE ISSUE Al-Arafa Islami Bank Limited, Dhaka Bank Limited, Islami Bank Bangladesh Limited, IFIC Bank Limited, Investment Corporation of Bangladesh

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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 20.00 350,000,000 8.42% NRB Equity Management Limited 77,850,627 20.00 1,557,012,540 37.46% LankaBangla Investments Limited 7,500,000 20.00 150,000,000 3.61% IDLC Investments Limited 7,500,000 20.00 150,000,000 3.61% EBL Investments Limited 5,000,000 20.00 100,000,000 2.41% BetaOne Investments Limited 25,000,000 20.00 500,000,000 12.03% Prime Finance Capital Management Ltd 10,000,000 20.00 200,000,000 4.81% Swadesh Investment Management Ltd. 40,000,000 20.00 800,000,000 19.24% Citizen Securities & Investment Limited 17,500,000 20.00 350,000,000 8.42% 207,850,627 - 4,157,012,540 100.00%

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.

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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.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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, 2006.

• 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. 0000-315607-041 Agrabad Branch, Chittagong.

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UNDERWRITER(S)

NAME OF UNDERWRITERS ADDRESS Citizen Securities & Investment Limited

Al-Razi Complex, Suite # G-802,(8th Floor),166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000

BMSL Investment Limited Shareef Mansion (4th Floor) 56-57 Motijheel C/A Dhaka-1000, Bangladesh.

NRB Equity Management Limited Al-Razi Complex, Suite # G-602, 603 (6th Floor),166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000

LankaBangla Investments Limited City Center ,Level#24,90/1,Motijheel C/A ,Dhaka-1000

IDLC Investments Limited DR Tower, 4th Floor , Bir Protik Gazi, Golam Dastagir Road, Purana Paltan, Dhaka-1000

EBL Investments Limited 59, Motijheel C/A (1st Floor), Dhaka-1000

BetaOne Investments Limited Green Delta AIMS Tower (Level – 4),51-52, Mohakhali C/A, Dhaka-1212, Bangladesh

Prime Finance Capital Management Ltd PFI Tower (6th Floor), 56-57 Dilkusha C/A Dhaka-1000

Swadesh Investment Management Ltd.

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.10.00 each at an issue price of

Tk.20.00 each including a premium of Tk.10.00 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 55.00 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 31st December, 2017.

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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 are expected to exercise in full their portion of Rights Offer [Rule-8(q)] is as under:

DIRECTORS' TAKE-UP IN THE RIGHTS OFFER

Sl. No. Name Position Number of

Share held Percentage

(%) 1 Mr. Md. Saiful Islam Chairman 18,978,706 11.41% 2 Mr. Md. Sakhawat Hossain Managing Director 5,013,100 3.01% 3 Capt. Sohail Hasan Director 4,953,736 2.98% 4 Mr. Arifur Rahman Khan Director 4,219,798 2.54% 5 Capt. ABM Fazle Rabbi Director 3,325,608 2.00% 6 Mr. Abu Md.Fazle Rashid Director 3,722,335 2.24% 7 Mr. Monzur Morshed Chowdhury Director 3,722,335 2.24% 8 Mr. Mohammed Abdul Mobin Director 3,325,608 2.00% 9 Mr. Shah Alam Director 3,668,004 2.21%

10 Mr. Saeedul Islam Director 4,487,514 2.70% 11 Mr. AKM Rezaur Rahman Director 3,325,608 2.00% 12 Wali-ul-Maroof Matin


- 0.00% 13 Capt. Mohammed Anam Chowdhury - 0.00% 14 Engr. Mostafizur Rahman - 0.00%

Total Number of Share hold by Director 58,742,352 35.33% 15 Western Marine Services Limited Sponsor 2,472,892 1.49%

Total 61,215,244 36.81%

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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: 17.01.2018

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. 35.00 each including a premium of Tk. 25.00 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, 2015. The statement of fund utilization is given below:

DECLARATION REGARDING UTILIZATION OF the PREVIOUS FUND (IPO)

Sl. No Description Amount in Taka

Receipt Fund 1 From IPO as paid up capital 450,000,000.00 2 From IPO as share Premium 1,125,000,000.00

Total Fund Received 1,575,000,000.00 Utilization Fund

1 Loan Repayment 1,283,995,479.00 2 Infrastructure Development 253,006,316.00 3 IPO Proceeds Expenses 19,017,717.00 4 Loan adjustment of Brac Bank Limited 18,854,698.00

Total Fund Utilized 1,574,874,210.00 Available Balance 125,791.00

Sd/- Sd/ Md. Shakhawat Hossain Md. Jamal Uddin Managing Director Chief Financial Officer

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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 2011.

Place: Dhaka Dated: 17th

Sd/-

January, 2018

NRB Equity Management Limited Swadesh Investment Management Ltd.

Sd/-

(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 Sd/- Date: 17th January, 2018 Managing Director

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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 31st

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 Year

No. of AGM AGM Date Dividend Declared Total Amount Total Paid

/Allotted (Tk.) Stock Cash 2012-2013 - - Nil Nil Nil Nil (Not Listed)

2013-2014 14 21.12.2014 th 10% 5% 32,275,950 (Cash) 64,551,900 (Stock) Full

2014-2015 15 12.10.2017 th 10% Nill 120,507,090 (Stock) Full 2015-2016 16 12.10.2017 th 12% Nill 159,069,359 (Stock) Full

2016-2017 17 30.12.2017 th 12% 3% 44,539,420 (Cash)* 178,157,680 (Stock)

Full

*Payment of cash dividend is in under process.

Place: Dhaka Sd /- Dated: 14th Mahfel Huq & Co. January, 2018

Chartered Accountants

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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, 2006. 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.

Sd/- Md. Saiful Islam, Chairman

Sd/- Mr. Md. Sakhawat Hossain, Managing Director

Sd/- Capt. Sohail Hasan Director

Sd/- Mr. Arifur Rahman Khan, Director

Sd/- Capt. ABM Fazle Rabbi Director

Sd/- Mr. Abu Md.Fazle Rashid, Director

Sd/- Mr. Monzur Morshed Chowdhury, Director

Sd/- Mr. Mohammed Abdul Mobin, Director

Sd/- Mr. Shah Alam, Director

Sd/- Mr. Saeedul Islam, Director

Sd/- Mr. AKM Rezaur Rahman, Director

Sd/- Wali-ul-Maroof Matin, Independent Director

Sd/- Capt. Mohammed Anam Chowdhury, Independent Director

Sd/- Engr. Mostafizur Rahman, Independent Director

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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 18,978,706 - - - Mr. Md. Sakhawat Hossain Managing

Director 5,013,100 - - -

Capt. Sohail Hasan Director 4,953,736 - - - Mr. Arifur Rahman Khan Director 4,219,798 - - - Capt. ABM Fazle Rabbi Director 3,325,608 - - - Mr. Abu Md.Fazle Rashid Director 3,722,335 - - - Mr. Monzur Morshed Chowdhury Director 3,722,335 - - - Mr. Mohammed Abdul Mobin Director 3,325,608 - - - Mr. Shah Alam Director 3,668,004 - - - Mr. Saeedul Islam Director 4,487,514 - - - Mr. AKM Rezaur Rahman Director 3,325,608 - - - Wali-ul-Maroof Matin


- - - - Capt. Mohammed Anam Chowdhury

- - - -

Engr. Mostafizur Rahman - - - - Total 58,742,352

Shareholding position as on 14th

January, 2018

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Credit Rating Report [See Rule 8(w)]

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WESTERN MARINE SHIPYARD LIMITED Kolagaon, No. 4 Kolagaon Union,

Patiya, Chittagong-4100, Bangladesh Phone: (880) 31-2513056, 712177 fax: (880) 31-720248

Website: www.wms.com.bd, E-mail: [email protected]

Folio/BO Account No : Name : Address :

LETTER OF OFFER FOR RIGHTS ISSUE Dear Shareholder (s) We are pleased to inform you that the Board of Directors in its meeting recommended issuing Rights Offer of 207,850,627 Ordinary Shares of Tk.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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. If you wish to accept the above Rights Share in full or in part, you are required to submit completed Application Form-A annexed hereto with necessary payments. You may, however, renounce your rights in respect of all or part of your entitlement in favor of others in which case the Renunciation Form-B and Form-C annexed here to be submitted duly filled in by you and the renounce(s) along with necessary payments. The rights cannot be exercised for fraction of a share i.e. below full unit of share. All the payments for accepted shares are to be made in cash or by P.O/DD/Cheque @ Tk.20.00 each, including a premium of Tk. 10.00 per share and to be deposited with any of the Branches of Bankers to the Issue during Companying hours from …………………… to ………………………….. (Both days inclusive). Any extension of time will be notified through national dailies. Payments through P.O/DD/Cheque, must be payable to "WESTERN MARINE SHIPYARD LIMITED" and must be drawn on a Company in the same town where the Branch of Bankers to the Issue in which the application form has been submitted is situated. It is to be noted that all transactions above Tk.1.00 lac must be effected through Demand Draft/Crossed Cheque/Pay Orders. The offer will be deemed to have been declined if completed Application Form-A and /or Renunciation Form-B and Form-C with necessary payments have not been received by ……………………….. or by such later date as may be notified through national dailies to that effect. A self-explanatory Rights Share Offer Documents is attached to your kind information and evaluation. By order of the Board Sd/- Md. Sakhawat Hossain Managing Director

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APPLICATION FORM-A




Rights Offer of 207,850,627 Ordinary Shares of Tk.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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.

SUBSCRIPTION STATUS Opens on Closes on


FORM OF ACCEPTANCE AND APPLICATION FOR SHARES

The Managing Director Western Marine Shipyard Limited


Dated:

Application Sl. No. # (Bank’s Seal)

Dear Sir, I/We apply for allotment of ordinary shares indicated below in response to your letter of Rights Offer and Subject to the Memorandum and Articles of Association of the Company. I/We hereby agree to accept the shares as may be allotted to me/us on the terms laid down in the letter of offer and enclose the necessary remittance @ Tk.20.00 each (including a premium of Tk.10.00) per share in cash or by draft/pay order /cheque on………………….. dated…………………… drawn on……………………. bank………… branch .

Holder’s Folio/BO account No.

No. of Shares held at the close of Business ……………….

No. of Shares offered

No. of Shares Accepted

Total amount paid

Yours faithfully,

1.Name (in block letters): Address :

2. Name (in block letters):

Signature

Address :

Signature

BO Account No.

As per provision of the Depository Act, 1999 and regulations 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.

Note: Signature must be the same as furnished earlier. The incomplete or incorrectly filled application form may be rejected.

……………………………………………………………………………………………...……………………………………………………………. ACKNOWLEDGEMENT RECEIPT OF SHARE MONEY

Receive with thanks TK……….…………………….(Taka…………...………………………) only from Mr./Ms …………………………….….………Folio/Bo Account No……………..……………………….. No.(s) of right shares of Western Marine Shipyard Limited in cash /pay order/draft /Cheque No………………….… date…………..…………. of…………………………… bank…………………………. Branch……………………………………. (Bank’s Seal) Application Sl. No. Signature of Receiving Officer

ÒcuywRevRv‡i wewb‡qvM SzuwKc~Y©| ‡R‡b I ey‡S wewb‡qvM Ki ~bÓ

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Date:

BANKERS TO THE ISSUE OF RIGHTS ISSUE OF WESTERN MARINE SHIPYARD LIMITED List of Bankers to the Issue of Rights Issue

IFIC BANK LIMITED Sl. No. Name of Branch Address

DHAKA DIVISION 1 Ashulia Branch “Rifat Square Plaza”, Jamgora, Ashulia, Dhaka 2 Banani Branch “Glowing Stone”, House No. 54, Road No. 11, Block-C, Banani, Dhaka 3 Bangshal Branch 29/1, Nazira Bazar Lane, North-South Road, Dhaka 4 Bashundhara Branch Ka- 5/2, Ka-7/1, 7/2 Jagannathpur, Bashundhara Road, Ward No.17, Badda, Dhaka. 5 Dhanmondi Branch Royal Plaza (Ground & 1st floor), House # 8A, Road # 4, Mirpur Road, Dhanmondi, Dhaka-1205. 6 Elephant Road Branch 73/1, Elephant Road, (1st Floor), Dhaka 7 Faridpur Branch RazzaquePalaza, Oriental Property, (1st Floor), 118, Thana Road, Faridpur 8 GazipurChowrasta Branch Bagdad Tanjia Tower, (1st floor) GazipurSadar, Gazipur. 9 Gulshan Branch Holding No.109, Gulshan Avenue, Ward No.19, Gulshan, Dhaka-1212.

10 Gulshan-Tejgaon Link Road Br. “NINA KABBO”, 227/A, Gulshan-Tejgaon Link Road, Ward No.37, Tejgaon, Dhaka. 11 Islampur Branch Paradise Bhaban, 104, Islampur Road, Dhaka 12 Kawran Bazar Branch 3, Kawran Bazar, Petro Centre Building, Dhaka 13 Lalmatia Branch House # 405E, Road No.16 (New), 27(Old), Dhanmondi R/A, Dhaka. 14 Malibagh Branch 91- B, Khilgaon, Malibagh Chowdhury Para, DIT Road, Dhaka-1219 15 Mirpur Branch “Azaz Tower”, Holding No.145, Begum RokeyaSarani, Ward No.14, Mirpur, Dhaka 16 Mohakhali Branch “Siddique Tower”, Holding No.49, A.K. KhandakerSarak, Ward No.20, Banani, Dhaka 17 Mohammadpur Branch "Ring Tower" (1st floor), Block-F, Plot No.16/B, Probal Housing, Ward No.43, Ring Road, Dhaka-1207. 18 Narayanganj Branch 66/1, Bangabandhu Road, Narayanganj 19 Narsingdi Branch Nayan Tara Plaza (1st floor), 137/1, C & B Road,,Narsingdi. Sadar, Narsingdi 20 NayaPaltan Branch Orchard Faruque Tower, 72, NayaPaltan, (1st Floor), Dhaka 21 Principal Branch IFIC Tower, 61 PuranaPaltan, Dhaka – 1000. 22 Shantinagar Branch 24, Shantinagar, Chamelibag, Dhaka. 23 Stock Exchange Branch 16, Motijheel C/A, Dhaka 24 Tongi Branch 29, Tongi Bazar Road, Tongi Bazar, Tongi, Gazipur 25 Uttara Branch ABC Heritage (1st floor), 02 & 04, Jasimuddin Avenue, Sector – 03, Urrata, Dhaka-1230

MYMENSINGH DIVISION 26 Mymensingh Branch 52, Choto Bazar 1st Floor, Mymensingh.

CHITTAGONG DIVISION 27 Agrabad Branch 30, Agrabad C/A, Chittagong 28 CDA Avenue Branch 1005/2/1872, CDA Avenue, East Nasirabad, Panchlaish, Chittagong 29 Chawk Bazar Branch Shahzada Market, 68, College Road, Chawk Bazar, Chittagong. 30 Feni Branch 99, Islampur Road (1st Floor), Feni 31 Khatunganj Branch 249/250, Khatunganj Road, Chittagong 32 Laldighi Branch “Jamal Complex” (1st floor), 8, Laldighirpar, (East), Ward No.32, Andorkilla ward, Kotwali, Chittagong 33 Sheikh Mujib Road Branch Azmal Arcade (1st floor), 1806, Sk. Mujib Road, Pathantuli, Chittagong.

RAJSHAHI DIVISION 34 Bogra Branch Modhu metro Tower (1st floor) Kobi Nazrul Islam Road, Satmatha Holding No.5664. SatmathaBogra 35 Rajshahi Branch 3, Shaheb Bazar, Ghoramara, Rajshahi

KHULNA DIVISION 36 Khulna Branch Fatema Building, 81, Lower Jessore Road, Khulna

BARISAL DIVISION 37 Barisal Branch 95, Sadar Road, Barisal

SYLHET DIVISION 38 Sylhet Branch 963, Laldighirpar, Sylhet 39 Uposhohor Branch Nosir Mansion (1st floor) Mendibagh C/A., Uposhohor, Dist. Sylhet.

Islami Bank Bangladesh Limited Dhaka

1 Mirpur Branch Road #1, Section #6, Mirpur, Dhaka 2 Chawk Mugaluty Branch 93, Chawk Mugaltully,Dhaka 3 Firmgate Branch Malek Tower, 31 Tejkuni Para, Farmgate, Dhaka 4 Foreign Exchange Corporate Branch 41 Dilkusha C/A, Dhaka-1000 5 Gulshan Branch PBL Tower, 17 North Gulshan, Dhaka - 1212 6 Local Office 75, Motijheel C/A, Dhaka-1000 7 Jatrabari Branch Rahman Mansion, 69, Shahid Faruque Sarak, South Jatrabari, Dhaka 8 Motijheel Branch 9/1, Motijheel, Swantex Court Bhaban, Dhaka-1000 9 Mouchak Branch Hosaf Tower (Ground floor), 257-259 Mailbag, Dhaka-1217

10 Nawabpur Road Corporate Branch 210-211 Nawabpur Road, Dhaka 11 Newmarket Branch Doza Mansion, 23 Mirpur Road, Dhaka 12 shymoli Branch 15/4, Mirpur Road, Shyamoli, Mohammadpur, Dhaka 13 Uttara Branch Kushal Centre, Uttara Model Town, Uttara, Dhaka1230 Chittagong

14 Khatungonj Corporate Branch 82, Azim Market, Khatunganj, Chittagong 15 Agrabad Corporate Branch 3, CDA Sheikh Mujib Road, Agrabad C/A, Chittagong 16 Patia Branch Alam Palaza, Shahid A Sabur Road, Patiya Ctg. Barisal

17 Barisal Branch 132/121, Sajrini Super Market, East Bogra Road, Barisal-8200. Bogra

18 Bogra Branch 801, Thana Road, Bogra Comilla

19 Comilla Branch B.M, Thakana Tower, 77/71-78/72, Kandirpara, Laksham Cox's Bazer

20 Cox's Bazer Branch 209, Main Road, Coxs Bazar Dinajpur

21 Dinajpur Branch 209, Main Road, Coxs Bazar Feni

22 Feni Branch 248/249, S.S.K Road, Feni Jessore

23 Jessore Branch 7-8 Rail Road, Jessore-7400 Khulna

24 Khulna Branch 4,Old Jessore Road ,Khulna Kustia

25 Kustia Branch Lovely Tower, 55/1, Nowab Sirajuddula Road, Kushtia Moulvi Bazer

26 Moulvi Bazer Branch SR Plaza, 1151/3 M.Saifur Rahman Road, Moulvi Bazar Narayangonj

27 Narayangonj Branch 79 (Former-54), Bangabandhu Road, Narayanganj Noakhali

28 Chowmuhani Branch 856 Feni Road, Chowmuhani, Noakhali Pabna

29 Pabna Branch Sonapatty, Pabna Rajshahi

30 Rajshahi Branch 119/123, Shaheb Bazar, Rajshahi Rangpur

31 Rangpur Branch Motahar Commercial Complex, Rangpur Sunamgonj

32 Sunamgonj Branch London Plaza, Holding No.723/1, Mukterpara Road, Sylhet

33 Sylhet Branch 288, Taltola, Sylhet Thakurgoan

34 Thakurgaon Branch Al Amin Shopping Complex Cum Residential Hotel, Holding # 731, Road # Bangabandhu Road, Ward # 7, Thakurgaon Sadar, Thakurgaon Investment Corporation of Bangladesh Dhaka

1 Head Office BDBL Bhaban ( 14-21 Floor), 8,D,I,T Avenue, Dhaka -1000 2 Nayapalton Kashfia Plaza (2nd Floor), 35/C, Nayapalton , VIP Road, Dhaka-1000 Chittagong 3 Chittagong branch IUB Trade Centre (Level-10), 1269/B, Shakh Mujib road, Agrabad Commercial Area, Chittagong. Rajshahi 4 Rajshahi branch Dr.Gaffar Plaza (3rd floor), Saheb bazar, Ghoramara, Rajshahi. Khulna 5 Khulna Branch BDBL Bhaban ( 4th Floor), 25-26, KDA Commercial area, Khulna Barisal 6 Barisal Branch Barisal Plaza (3rd Floor), 87-88, Hemayet Uddin Road, Barisal.

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Sylhet 7 Sylhet Branch Anondo Tower and Shopping Complex (3rd Floor), Dopadighir uttar par, Jail Road, Sylhet. Bogra 8 Bogra Branch Afsar Ali Complex (5th Floor), Raja Bazar Road, Borogola , Bogra .

Renunciation Form-B



Website: www.wms.com.bd, E-mail: [email protected] Rights Offer of 207,850,627 Ordinary Shares of Tk.10.00 each at an issue price of Tk.20.00 each including a premium of Tk.10.00 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.

Opens on Closes on SUBSCRIPTION STATUS


FORM OF RENUNCIATION

The Managing Director WESTERN MARINE SHIPYARD LIMITED


Dear Sir, I/We hereby renounce my/our rights to the shares offered to me/us as noted below in favor of person(s) accepting the same and signing in the application by renounce (s) and apply for an allotment in his/her/their name(s).

Holder’s Folio/BO Account No.

No. of Shares held at the close of business on …………………….

No. of Shares offered

No. of Shares Renounced

Value of Shares Renounced

Yours faithfully,

1. Name (in block letters) : Address :

Signature

2. Name (in block letters) : Address :

Signature

Name(s) of Renounce(s) BO A/C No.

1 Name:

2 Name:

N.B. Use photocopy in case of renouncement favoring more than 2 (two) persons As per provision of the Depository Act, 1999 and regulations made there under, 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 in the application form.

Note: Signature must be the same as furnished earlier. The incomplete or incorrectly filled application form may be rejected.

Dated: ͙͙͙͙͙͙…………………………. Application. Sl. No. # (Bank’s Seal)


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Renunciation Form-C




APPLICATION BY RENOUNCE(S) The Managing Director Western Marine Shipyard Limited Kolagaon, No. 4 Kolagaon Union, Patiya, Chittagong-4100, Bangladesh Dear Sir, As the shareholder(s) at pre-page has/have renounced his/her/their rights to the shares offered, in my/our favor, I/We do hereby apply for the number of shares noted above as renounced, by making payment of Tk.……….……..Being the value of …………………………Share @ Tk.20.00 each (including a premium of Tk.10.00) per share. Yours faithfully,

1 Signature: 2 Signature: Name (in block letters): Name (in block letters): S/O. D/O. W/O.: S/O. D/O. W/O.: Address: Address:

N.B. use photocopy in case of renouncement favoring more than 2 (two) persons

As per provision of the Depository Act, 1999 and regulations 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.

Note: Folio No. is to be mentioned only in case of existing shareholder(s). The incomplete or incorrectly filled application form may be rejected.

………………………………………………………………………………………………………………………………………………………………………………… ACKNOWLEDGEMENT RECEIPT OF SHARE MONEY

Received with thanks Tk.……………….……..………… (Taka………………………………………………) only from Mr./Ms …………………………………………………….……………………………………… Folio/BO Account No…………………………….……...for……………..……………..…….……….no.(s) of rights shares of Western Marine Shipyard Limited in Cash/Pay Order/Draft/Cheque. No ..……………………..……..… date…...…..…..…..of……………….…………Bank …………….………Branch. Application Sl. No. (Bank’s Seal) Signature of Receiving Officer Date:


Dated:…………………………. Application. Sl. No. # (Bank’s Seal)

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