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Corporate Directory 02

Board of Directors 02

Notice of the Annual General Meeting 04

Massage from the Chairman 06

Massage from the Managing Director 07

Report of the Directors to the shareholder 08-13

Financial History 15

Corporate Governance Compliance Status Report 16-19

Declaration of Managing Director & Chief Financial Officer to the Board of Directors 20

Certificate on Compliance of Corporate Governance Guidelines 21

Report of the Audit Committee 22

Bangla version of Report of the Directors to the shareholder 23-24

Financial Statements

Auditors’ Report to the shareholder 25

Statement of Financial Position 26

Statement of Comprehensive Income 27

Statement of Changes in Equity 28

Statement of Cash Flows 29

Notes to the Financial Statements 30-48

Proxy Form and Attendance Slip 49

Item

TABLE OF CONTENTS

Page No.

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CORPORATE DIRECTORY

BOARD OF DIRECTORS

Mr. S.M.Fakhar-uz- Zaman Chairman

Mr. M.A.Kabir Managing Director & Director

Mr. Md. Rezaul Karim Independent Director

Mr. Ahmed Hossain Independent Director

AUDIT COMMITTEE

SENIOR EXECUTIVES AND OFFICERS

AUDITORSAhmed Zaker & Co.

Chartered AccountantsSaiham Tower,

45 Shaheed Syed Nazrul Islam Sarani Bijoynager, Dhaka-1000

LEGAL ADVISORS

M A Latif KhanLatif Khan & Associates

123/125 New Kakrail, Dhaka

HEAD OFFICE22/19, Khiljee Road, Mohammadpur,

Dhaka-1207, BangladeshTel : +88 02 9115227, 8121900, 9134387

Fax: +88 02 9114865, E-mail : rdfpl@dhaka.netweb site : www.rdmilk.org

REGISTERED OFFICE & FACTORYSalaipur (Baldipukur Bus Stand)

Baldipukur, Rangpur-5460 Bangladesh

BANKER

NCC Bank LimitedMotijheel Main Branch, Motijheel C/A, Dhaka,

Shymoli Branch, Dhaka & Rangpur Branch, Rangpur.

Dutch-Bangla Bank LimitedRing Road Branch, Dhaka.

Islami Bank Bangladesh LimitedShymoli Branch, Dhaka.

Prime Bank LimitedForeign Exchange Branch, Dhaka.

Union Bank LimitedHatkhola Branch, Dhaka.

Chairman Mr. Md. Rezaul Karim

Member Mr. S.M. Fakhar-uz- Zaman

Member Mr. Ahmed Hossain

CFO & Company Secretary : Mr. Yeasin Arafat

Chief Operating Officer :Mr. K.M. Sanowar Rahman

Deputy General Manager (production) : Mr. Mojurul Kadir

Manager (HR & Admin) : Mr. Mafiul Azam

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Vision

Bringing prosperity into rural families of Bangladesh through co-operative efforts and providing customers with hygienic,

affordable and convenient supply of “Fresh and Healthy” food products.

Mission

To be the market leader in the dairy industry by providing high quality dairy brands to the market.

To achieve this for delighting customers by providing “Fresh and healthy” Food products with high quality and improved

nutritional standards.

We are committed to enhance prosperity and the empowerment of the farming community through our unique

“Relationship Farming” Model.

To be a preferred employer by nurturing entrepreneurship, managing career aspirations and providing innovative

avenues for employee with enhanced prosperity.

MAJOR MILESTONES OF THE COMPANY

2004 : Incorporated as Private Limited Company

2007 : Started commercial operation.

2008 : Introduction of Candy production.

2010 : Conversion to Public Limited company.

2011 : Public Issue of Share through IPO.

2012 : Obtain HACCP & ISO Certificate and also launch new Product line in Aseptic Brick Pack.

2013 : Obtain BSTI and HALAL Certificate.

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Notice is hereby given that the 11th Annual General Meeting of RANGPUR DAIRY AND FOODS PRODUCTS LIMITED will be

held on Saturday, June 06, 2015 at 11.00 AM at Factory Premises: Salaipur, (Baldipukur Bus Stand), Baldipukur,

Rangpur-5460 to transact the following business:

1. To receive, consider and adopt the Audited Accounts of the company for the Year ended December 31, 2014

together with reports of the Auditors and Directors.

2. To declare Dividend for the year ended 31 December 2014.

3. To elect/re-elect Directors of the company.

4. To appoint Auditors for the year 2015 and to fix their remuneration.

1. The record date in lieu of Book Closure shall be on Thursday May 21, 2015.

2. The Shareholders names appearing in the Register of Members of the Company upto the record date will be entitled

to attend the Annual General Meeting.

3. The Directors has recommended no dividend for the year ended December 31, 2014.

4. A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on

his/her behalf. The Proxy Form, duly completed, must be deposited at the Share Office of the Company at 22/19,

Khiljee Road, Mohammadpur, Dhaka-1207 not later than 72 hours before the time fixed for the Meeting.

5. Members are requested to notify the changes of address, if any, well in time. For BO A/C holders, the same to be

rectified through their respective Depository Participants.

6. Admittance to the meeting venue will be strictly on production of the Attendance Slip sent with the Notice.

RANGPUR DAIRY & FOOD PRODUCTS LIMITED22/19, Khiljee Road, Mohammadpur, Dhaka-1207

NOTICE OF THE 11TH ANUUAL GENERAL MEETING

AGENDA

NOTES:

Dhaka

May 22, 2015

By order of the Board

Sd/-(Yeasin Arafat)

CFO & Company Secretary

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71th Board Meeting

10th AGM

10th AGM

Dear Shareholders,

Assalamu Alaikum,

It is really a great pleasure for me to be here with you in the 11th Annual General Meeting of Rangpur Dairy and Food

Products Limited. Your impulsive participation with taking difficulty in long journey manifests itself of your confidence on

the company.

We are pleased to disclose that, despite various challenges faced by us in the overall business environment due to political

instability and inter industry competition and economic downturn, the company performed well compared to its

compeers in Food Industry.

I would like to express my gratitude to all our valued shareholders, Bangladesh Securities and Exchange Commission

(BSEC), Dhaka Stock Exchange Limited (DSE), Chittagong Stock Exchange Limited (CSE), Central Depository of Bangladesh

Limited (CDBL), RJSC, well-wisher, customers, bankers, our work force, senior management staff of the company who

extended their continue support, co-operation, suggestion & guidance for running our business successfully.

May Allah bless all of us.

Allah Hafiz

MESSAGE FROM THE CHAIRMAN

(S.M.Fakhar-uz-Zaman)

Chairman

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Bismillahir Rahmanir Rahim

Dear Shareholders

It is indeed my great pleasure to welcome you to the 11th Annual General Meeting and present you the audited Accounts of the company for the year ended 31st December 2014 along with its Auditor’s Report and Director’s Report for your consideration and approval.

While presenting this report I would like to mention that I have reorganized the total business with efficiency and sincerity for the year under report to achieve our goal with support and guidance of the board as per as your suggestion.

Due to having economical & political unrest in the country during the year our EPS is decreased from the previous year as a result we could not declared dividend for shareholders. I request all the shareholders and board of directors of the company to give support so that we will continue better business result and declared the dividend in near future.

Therefore I would like to express my profound gratitude to all the members of the Board of Directors of Rangpur Dairy and Food Products Limited for their all through support and suggestions to guide me to continue with the work smoothly to achieve the best possible goal for the Company.

Before, on behalf of the management of the Company, I would like to express my thanks and gratitude to all of our honorable shareholders, customers, auditors and all other regulatory authorities including BSEC, RJSC, DSE, CSE and CDBL for their co-operation for the successful operation of the Company during the year 2014.

With thanks and best regards

(Engr. M.A. Kabir)Managing Director

MESSAGE FROM MANAGING DIRECTOR

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Bismillahir Rahmanir Rahim

Dear Shareholders,

Assalamu Alaikum,

The Board of Directors of Rangpur Dairy & Food Products Limited welcomes all of you to the 11th Annual General Meeting

(AGM) of the Company. We are pleased to submit you the Annual Report report along with the audittor’s report and

Audited Financial Statements of the Company covering the balance sheet, profit & loss account, revenue accounts and the

notes thereto for the year ended on 31st December 2014.

The Directors’ Report is prepared in compliance with Section 184 of the Companies Act 1994 and Bangladesh Securities &

Exchange Commission’s (BSEC) notification no- SEC/CMRRCD/2006-158/134/Admin/44 dated 07th August 2012.

Review of the operational performance

Member of the board of Rangpur Dairy & Food Products Limited are fully conscious of the operational activities

performed throughout the financial year 2014. At present the tremendous competition among the market of food

products in Bangladesh. Though products are diversified according to the customers’ requirements and eagerness. We

could not achieve our business goal due to having economical & political unrest in country.

Turnover:

During the year ended 31 December 2014 your company achieved a total net turnover of Taka 467,795,558 as against Last

year’s turnover was taka 432,422,513.

REPORT OF THE DIRECTORS TO SHAREHOLDERS

Year

Turnover

2011 2010

338,796,151

2012

393,096,373

2013

432,422,513

2014

467,795,558 323,989,267

Net Profit:

Net profit (after tax) during the year ended is taka 41,047,314 as against last year’s Net Profit (after tax) was taka 43,800,542.

2014

2013

2012

2011

2010

Turnover

467,795,558

323,989,267

432,422,513

393,096,373

338,796,151

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Earnings per share:

EPS during the year ended 31 December 2014 is taka 0.76 per share as against last year’s EPS was Taka 0.89 per share.

Cost of Goods Sold:

This year’s cost of goods sold is BDT 344,307,463 as compared to last year’s cost of goods sold was BDT 367,381,298.

EPS

2014

2013

2012

2011

2010

Year

EPSEPS

(Restated)

2012 2011 2010

0.89 1.00 2.26 2.18

0.91

2013

0.81

0.76

2014

0.76 1.37 2.18

Year 2011 2010

Profit 61,544,657 45,187,841

2012

44,717,661

2013

43,800,542

2014

41,047,314

Net Profit

2014

2013

2012

2011

2010

41,047,314

43,800,542

44,717,661

61,544,657

45,187,841

2.18

2.26

1.00

0.89

0.76

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Gross Profit:

The company has achieved turnover of Tk. 467,795,558 during the year ended December 31, 2014. Last year’s turnover

was Tk. 432,422,513 The Increased in turnover is 8.18% over the last year. Gross profit earned during the year isTk.

100,414,260 as against last year’s gross profit was Tk. 88,115,050.

Extra-Ordinary gain or loss:

During the year there was no realized extra-ordinary gain or loss made the company.

Risks and concerns:

The prime raw material of our products is raw milk and it is procured mainly from greater Rangpur, Dinajpur, Pabna,

Sirajgong and some other District in Bangladesh. Recently the price of raw milk is higher than ever. The power & transport

cost are also factor for production.

Brand and Communications

For better brand building and communication, the company is investing heavily for long term sustainability &

acceptability of the company’s product at home adopting new ideas and techniques in the competitive market.

Business Overviews

Agriculture has always served a virtual role in Bangladesh economy in terms of GDP contribution, employment

generation, rural development and food security. Bangladesh has dense and large population and agriculture is their

mainstay. Alternative options for livelihood improvement are also limited. Thus, agriculture development is the top of the

agenda for government & all other development concerns to bring prosperity in our country.

Cost of Goods Sold

2014

2013

2012

2011

2010

237,552,713

344,307,463

367,381,298

310,840,324

252,937,630

Gross Profit

2014

2013

2012

2011

201082,256,049

100,414,260

86,436,554

85,858,521 88,115,057

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Industry Analysis

The Dairy Milk Products Industry was initiated in 1946. At present, milk products contribute to 3.1% of Agro Sector GDP

and 0.5% of total GDP. Historically Milk Products grew at a rate of 1.18% annually (from GDP at Constant Prices). In a year,

contribution from this industry to the economy was BDT 25,028 million.

The milk industry has a few segments. Firstly, there are Fresh milk and powder milk. Secondly, there is a flavored milk

segment. Finally there are milk by-products like Ghee, Butter etc. among these segments, liquid and powder milk segment

is the largest and is quite competitive. Competition between liquid and powder milk is based on both price and quality,

and they act as substitutes. While powdered milk importers focus on creating brand image, the liquid milk producers focus

on the issue of purity and freshness of milk. Among the liquid milk producers, the two broad categories are Pasteurized

and UHT milks. These two are basically different process of purifying milk from bacteria. In Bangladesh, all but three plants

are pasteurization plants. These plants require less fixed capital compared to UHT plants. But UHT plants provide products

with longer shelf life and better quality. Still, UHT processed milk is a new concept to local users and will take some time

before establishing a solid position. Again milk has a nutrition value to every human being. So the possibility of decrease

in demand is less.

UHT Milk

In the country like Bangladesh with high ambient temperature, milk being very perishable item, the pasteurized milk

needs 100% cold chain starting from packing to storage, storage to distributor, distributor to retailers. If there is any

increase of milk temperature more than + 4 Deg C during the storage and distribution, the quality of Pasteurized milk

deteriorates instantly. As such, the scope of distribution of pasteurized milk remains within urban city and within the

limited market area of the country. On the other hand, UHT milk can be distributed to any corner of Bangladesh by

ordinary transport and still the quality of milk remains intact. Both the urban and rural population may get the benefit of

the UHT milk which is needed for healthy growth of our young population.

UHT means treatment of milk at Ultra High Temperature which is sterilizing milk at 140 to 150 Deg C for 2 to 5 seconds. By

UHT treatment, the milk is fully sterilized and then aseptically packed in 5 to7 layers of packaging material (paper or poly

ethylene) with barrier film. UHT treatment has no adverse effect on the nutritional value or vitamin content compared to

ordinary pasteurization of milk. But it facilitates storage of UHT treated milk in ambient temperature for longer time

without any effect on the quality of milk.

UHT processed milk must be packed in Aseptic packing machine, pouch or bricks. The UHT milk is packed in the packing

line, which also operates under aseptic condition. The complete UHT process and Aseptic Filling machine must be

operated under 100% aseptic conditions to ensure killing of 100% bacteria, spores etc and to pack the milk under 100%

aseptic condition.

The processing and packaging cost of pasteurized milk is little cheaper compared to UHT milk but the distribution cost in

cold chain, storage in cold temperature and the deterioration of milk quality clearly supplements the UHT milk. With

greater volume of UHT milk, it is more of a good business to run compared to pasteurized milk.

Raw Materials

The prime raw material of RDFPL is raw milk and it is procured mainly from greater Rangpur, Dinajpur, Pabna, Sirajgong

and some other District in Bangladesh.

Production & Quality Control

With modern lab facility, qualified and foreign-trained chemists, Rangpur Dairy performs pre-sale and post-sale tests for

every batch of production. For quality assurance, fresh milk is tested on various stages. Chemists of the Company conduct

the comprehensive test on fat, acidity, alcohol, COB (Clot on Boiling) to ensure high quality and to preserve the original

taste. After successfully packaging the products, a sample of finished products is stored from every batch. Other than this

the authority of BSTI checks the quality of the products once in a year and reports based on that survey.

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Particulars

Net Profit after tax

Add: Accumulated (Surplus brought forward)

Profit Available For Appropriations

Dividend Paid for 2013

Proposed Dividend (April 29, 2015)

Balance Carried Forward

FY-2014

4,1047,314

14,14,98,097

18,25,45,411

(4,92,80,000)

Nil

13,32,65,411

FY-2013

4,38,00,542

14,18,59,507

18,56,60,049

(4,48,00,000)

(4,92,80,000)

915,80,049

Sales, Marketing & Distrubtion

In the year 2014, the company restructured the network of distribution and many steps have been taken to improve and

strengthening the whole process. Initially Rangpur Dairy started its marketing campaign highlighting only the difference

and advantage between the pasteurized and UHT process milk as UHT was relatively a new concept in Bangladesh.

Therefore, it targeted hospitals, doctors and other elite class citizens as prospective consumers of its products. The

sponsors realized that if they can convey the inherent features and quality of UHT milk to the elite educated class, they

would be able to grab more customer base in future. We are committed to increase sales by reaching to our valued

consumers with variety of products within shortest possible time.

Human Resources

RD feels human resource is the engines of company’s growth. In order to accelerate growth of the company, it had

adopted dynamic human resource management strategy considering human resource as the power house of its success.

Your company is blessed with competent and capable human resource which is recruited in the company through a

transparent process. The management of the company is always dedicated towards nurturing the potentialities of our

human resource through training and development so that human resource may excel in every possible way.

The company is always striving toward its goal to provide better compensation benefits to its employee with maximum

assurance of an environment where team spirit, work excellence and creativity flourish. The company is also committed to

ensure quality management through its working force. Every employee finds the scope for career development at RD by

their merit and performance to the service.

Financial Results and Appropriations

The Directors of the company are pleased to report to its shareholders the financial result of the company for the year

ended 31 December 2014 and their recommendations of earnings for the year under review are as follows:

Dividend:

The Board of Directors has recommended no dividend for the year 2014. Because of the business result not reached up to

the mark.

Rotation of Directors:

Mr. Md. Rezaul Karim is retiring from the Board in terms of the Articles of Association of the Company and being eligible,

offer him selves for re-election. Mr. Abdul Awal, one of the directors of the company has resigned from the post of the

Board of Directors.

Appointment of Auditor:

The retiring Auditors Ahmed Zaker & Co. Chartered Accountants, being eligible, offer themselves for re-appointment as

statutory Auditors of the Company for the financial year 2015.

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A. Statutory Information

In compliance with the Bangladesh Securities and Exchange Commission’s condition no.-1.4 the Directors confirms that:

The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity.

Proper books of account of the issuer company have been maintained.

Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment.

International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/ International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed.

The system of internal control is sound in design and has been effectively implemented and monitored.

There are no significant doubts upon the issuer company's ability to continue as a going concern.

Board meetings:

The Number of Board Meeting held during the year and attendance by each Directors is given in annexure-I.

The pattern of shareholding:

In accordance with the requirement of the Bangladesh Securities and Exchange Commission, “The pattern of shareholding” is annexure-II.

Key operating and financial data of at least preceding 5 (five) years:

The Key operating and financial data of at least preceding 5 (five) years is given in annexure-III.

B. Status of Compliance Report:

In accordance with the requirement of the Bangladesh Securities and Exchange Commission, “Corporate Governance Report” is given in annexure-IV.

Acknowledgment

In conclusion, we would like to express our sincere thanks to our valued shareholders, Bangladesh Securities and Exchange Commission (BSEC), Dhaka Stock Exchange Limited (DSE), Chittagong Stock Exchange Limited (CSE), Central Depository of Bangladesh Limited (CDBL), RJSC and other business associates for their valuable suggestions, continuous support and co-operation extended during the period under review. We would like to thank our auditor for their efforts for timely completion of the audit. We also thank to our dedicated management team and employees whose hard work and firm commitment made this year a successful one. We hope to get all of your support, advice and encouragement for our continuous growth.

Thanking you all.

On behalf of the Board

( M.A. Kabir)

Managing Director

(S.M . Fakhar-uz-Zaman)

Chairman

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Annexure IAttendance of Board meetings:

During the year 09 Board Meetings were held and attendance by each Director is as follows:

Annexure II

Pattern of shareholdings:As per BSEC guideline condition no.- 1.4(k), the pattern of share holding status as on 31 December 2014 is given bellow:

1.4(k) (I) Held by Parent/subsidiary/Associated and other related patties Nil

1.4(k) (II) Held by Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, etc.

1.4(k) (III) Held by Executive Nil

1.4(k) (IV) Held by Shareholders holding ten percent (10%) or more voting right:

Name of Directors

Mr. S.M.Fakhar-uz-Zaman

Mr. M.A.Kabir

Mr Abdul Awal

Md. Rezaul Karim

(Independent Director)

Mr. Ahmed Hossain

(Independent Director)

09

09

05

09

09

Name Position No. of shares

Mr. S.M.Fakharuzaman Chairman 58,32,671

Mr. M.A.Kabir Managing Director & Director 58,32,671

Mr Abdul Awal Sponsor 10,84,160

Mr. Shah Fahad Zaman Sponsor 4,87,872

Mr. Amitabha Bhowmik Sponsor 1,62,624

Md. Yer Ali Sponsor 1,53,895

Md. Mijanur Rahman Sponsor 8,94,432

Mrs. Sultana Parvin Sponsor 6,78,629

Mr. Md. Rezaul Karim Independent Director Nil

Mr. Ahmed Hossain Independent Director Nil

Mr. Yeasin Arafat Chief Financial Officer Nil

Name Position % of shares

Mr. S.M.Fakharuzaman Chairman 10.76%

Mr. M.A.Kabir MD & Director 10.76%

Meeting attended

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Annexure IIIFive Years Financial History

Particulars Amount 2014 2013 2012 2011 2010

Authorized Capital Taka 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000

Paid up Capital Taka 542,080,000 492,800,000 448,000,000 400,000,000 236,586,000

Share Premium Taka 130,371,200 130,371,200 130,371,200 130,371,200 0

Revaluation Reserve Taka 106,910,294 107,994,533 109,112,305 109,112,305 109,112,305

Retained Earnings Taka 134,349,651 141,498,096 141,859,507 145,141,846 83,597,189

Non Current Assets Taka 629,084,728 588,803,602 558,844,866 403,710,475 415.166,287

Intangible Assets Taka 1,376,741 1,529,712 742,000 848,000 954,000

Investments Taka 18,151,136 18,151,136 28,443,636 171,030,000 11,430,000

Current Assets Taka 320,225,136 307,505,318 298,446,933 403,311,986 125,825,953

Current Liabilities &

Provisions

Taka 47,764,298 37,338,733 52,570,781 192,951,241 84,451,140

Net Current Assets Taka 272,460,838 270,166,585 245,876,153 210,360,745 41,391,813

Non-current liabilities Taka 7,002,298 5,627,206 4,203,643 963,869 39,646,605

Net Sales Revenue Taka 467,795,558 432,422,513 393,096,373 338,796,151 323,989,267

Cost of Goods Sold Taka 367,381,298 344,307,463 310,840,324 252,937,630 237,552,713

Gross Profit Taka 100,414,260 88,115,050 82,256,049 85,858,521 86,436,554

Operating Expenses Taka 52,190,674 38,221,618 37,460,066 58,714,690 29,716,186

Profit from Operation Taka 48,223,587 49,893,432 44,795,983 27,143,832 56,720,368

Net Profit before

Income Tax

Taka 43,734,440 47,396,971 49,976,537 64,731,415 45,187,841

Net Profit / (Loss)

after Income Tax

Taka 41,047,314 43,800,542 44,717,661 61,544,657 45,187,841

1. Liquidity Ratios:Current RatioQuick RatioTimes Interest Earned RatioDebt to Equity Ratio

6.705.00

14.970.02

8.246.29

23.890.02

5.684.36

19.060.02

2.091.856.440.02

1.490.995.950.14

2. Operating Ratios:Accounts Receivable Inventory TurnoverFixed Asset Turnover

5.964.770.77

6.024.860.75

6.485.390.82

7.655.730.83

10.825.880.92

3. Profitability Ratios:Gross MarginOperating IncomeNet IncomeReturn on AssetsReturn on EquityEarnings Per Share (EPS)Net Asset Value

21.4710.318.774.324.490.76

16.86

20.3811.5410.135.015.020.89

17.72

20.9311.4011.385.225.391.00

18.52

25.348.0118.177.637.842.2628.86

26.6817.5113.958.35

10.532.18

18.15

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Date: April 09, 2015

The Board of Directors

Rangpur Dairy & Food Products Limited

22/19, Khiljee Road, Mohammadpur

Dhaka-1207, Bangladesh.

Subject: Managing Director & Chief Financial Officer’s Declaration to the Board of Directors of Rangpur Dairy & Food

products Limited.

Dear Sirs:

In compliance with the condition no. 6 imposed by the Bangladesh Securities & Exchange Commission’s Notification No.

SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012 issued under Section 2CC of the Securities & Exchange

Ordinance, 1969, we do hereby certify to the Board of Directors are as follow:

(i) We have reviewed the financial statements for the year ended on 31th December 2014 and that to the best of our

knowledge and belief:

(a) these statements do not contain any materially untrue statements or omit any material fact or contain statements

that might be misleading;

(b) these statements together present a true and fair view of the company’s affairs and are in compliance with existing

accounting standards and applicable laws.

(ii) There are, to the best of knowledge and belief, no transaction entered into by the company during the year which are

fraudulent, illegal or violation of the company’s code of conduct.

Thanking you,

Sincerely yours,

Managing Director & Chief Financial Officer’s Declarationto the Board of Directors.

Sd/- (Yeasin Arafat)

CFO & Company Secretary

Sd/- (M.A. Kabir)

Managing Director

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Basis of Opinion:

We have examined the compliance of corporate governance guidelines of the Bangladesh Securities and Exchange

Commission ("BSEC") by Rangpur Dairy and Food Products Limited (the "Company") as stipulated in clause 7(i) of the BSEC

notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012.

Period Covered:

Our review for this certificate of is limited to the aspects for the period from January to December 2014.

Opinion:

In our opinion, our examination for the purpose of issuing this certification was limited to the checking of procedures and

implementations thereof, adopted by the Company for ensuring the compliance of conditions of corporate governance

and correct reporting of compliance status on the attached statement on the basis of evidence gathered and

representation received.

To the best of our information and according to the explanations given to us, we certify that, except as reported on the

attached status of compliance statement, the Company has complied with the conditions of corporate governance

guidelines stipulated in the above mentioned BSEC notification dated August 07, 2012.

To the shareholders ofRangpur Dairy and Food Products Limited

Certificate on Compliance of Corporate Governance byRangpur Dairy and Food Products Limited for the year ended December 31, 2014.

Sd/-A.MATIN & Co.

Chartered Accountants

Dated: DhakaApril 21, 2015

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The Audit Committee of Rangpur Dairy & Food products Limited was formed as per terms of reference approved by the

Board in accordance with the notification of BSEC no. SEC/CMRRCD/2006-158/134/Admin/44, dated 07/08/2012.

The Committee normally meets in the next month of every quarter. Four (4) Audit Committee meetings were held during

the year 2014. The details of attendance at the meetings are given bellow:

Scope of the Audit Committee:

i) Reviewed the financial and other systems including internal control and its reporting procedure;

ii) Reviewed the duties, responsibilities, functions, degree of independence, due diligence with due care, objectivity and

staffing of internal audit department;

iii) Recommend to the Board regarding appointment of the external auditors and their terms of appointment;

iv) Reviewed all the operational policies before being approved by the Board;

- Reviewed the effectiveness and independence for the statutory auditors;

- Reviewed along with the management, the quarterly and the half yearly financial statements before submission to the

Board for approval.

- Reviewed along with the management, the annual financial statements before submission to the Board for approval;

- Strict adherence and compliance with the Bangladesh Accounting Standards and recommended the best accounting

practices;

Activities of the Audit Committee during the year:

The Audit Committee reviewed the quarterly, half yearly and annual financial statements and recommended to the Board

for consideration. The committee had reviewed and approved the procedure & task of internal audit department and

financial report perpetration. The Audit Committee assists the Board of Directors in ensuring that the financial statements

reflect true and fair view of the state of the affairs of the Company and in ensuring a good monitoring system within the

business.

AUDIT COMMITTEE REPORTFor the year 2014

Sd/-(Md. Rezaul Karim)

Chairman, Audit CommitteeJanuary 29, 2015

SL Name of members Status Meeting held Attendance

1 Md. Rezaul Karim Chairman 4 4

2 Mr. S.M.Fakhar-uz-Zaman Member 4 4

3 Mr. Ahmed Hossain Member 4 4

23

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We have audited the accompanying financial statements of Rangpur Dairy & Food Products Limited which comprise the Statement of financial position as at 31 Dec 2014 along with Statement of Comprehensive Income, Statement of Changes in equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ Responsibility

Our responsibility is to audit the financial statements and express an opinion on based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing, those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

Basis of Opinion:

An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the company in the preparation of the financial statements, and of whether the accounting policies are appropriate to the RDFPL’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion the financial statements give a true and fair view of the state of the Rangpur Dairy & Food Products Limited’s affairs at 31 December 2014 and its financial performance and position for the year ended have been prepared in accordance with Bangladesh Financial Reporting Standards and comply with the Companies Act 1994, Securities & Exchange Rules 1987 and other applicable laws and regulations.

On other legal and regulatory requirements

We also report that;

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

b) in our opinion proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books;

c) the company’s Statement of financial position, statement of comprehensive income, Statement of Changes in equity and Statement of Cash Flows dealt with by the report are in agreement with the books of accounts.

d) the expenditures incurred were for the purpose of the Company’s business.

Auditors’ Report

Dated: April 29, 2015Dhaka

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AHMED ZAKER & CO.Chartered Accountants

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RANGPUR DAIRY & FOOD PRODUCTS LIMITEDSTATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2014

The annexed notes 1 to 27 form an integral part of these financial statements.

Place : Dhaka

Dated : 29 April 2015

Taka Taka2014 2013

Notes

Non-current assets 629,084,728 588,803,602Property, Plant & Equipment 4 628,576,243 588,295,117Construction WIP 508,485 508,485

Intangible Assets (Software) 1,376,741 1,529,712

Investments 18,151,136 18,151,136Government Bond 18,151,136 18,151,136

Current assets 320,225,136 307,505,318Inventory 5 81,256,256 72,892,039Accounts Receivable 6 81,504,862 75,507,808Advance, Deposits & Pre-Payments 7 148,632,645 149,287,732Cash & Cash Equivalents 8 8,831,373 9,817,739

Current liabilities & provisions 47,764,298 37,338,733Sundry Creditors 9 2,750,969 3,487,936Short Term Bank Loan 10 22,455,235 11,795,183Inter Company Payable 11 - 140,363Provision for WPPF and Welfare Fund 12 12,183,200 10,910,145Share Application Money 13 5,764,218 6,467,514Provision for Income Tax 1,589,020 2,172,866Accrued Expenses 14 3,021,656 2,364,726

Net current assets 272,460,838 270,166,585Net assets 921,073,443 878,651,035

Shareholders' equity 914,071,145 873,023,829Share Capital 15 542,080,000 492,800,000Share Premium 130,731,200 130,731,200Revaluation Reserve 16 106,910,294 107,994,533Retained earnings 17 134,349,650 141,498,096

Non-current liabilities 7,002,298 5,627,206Deferred Tax Liability 18 7,002,298 5,627,206

Liabilities & shareholders' equity 921,073,443 878,651,035

Ahmed Zaker & Co.Chartered Accountants

Chairman Managing Director Signed in terms of our separate report of ven date annexed

Company Secretary

RANGPUR DAIRY & FOOD PRODUCTS LIMITEDSTATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 31 DECEMBER 2014

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The annexed notes 1 to 27 form an integral part of these financial statements.

Place : Dhaka

Dated : 29 April 2015

Taka Taka2014 2013

Notes

Net Sales Revenue 19 467,795,558 432,422,513

Cost of Goods Sold 20 (367,381,298) (344,307,463)

Gross profit 100,414,260 88,115,050

Operating expenses (52,190,674) (38,221,618)

21 (29,541,019) (22,540,141)

22 (22,649,655) (15,681,477)

Profit from operation 48,223,587 49,893,432

23 (3,294,201) (2,152,524)

Non Operating Income 24 1,106,867 2,150,640

46,036,253 49,891,548

Contribution to WPPF and Welfare Fund (2,301,813) (2,494,577)

Net Profit before income tax 43,734,440 47,396,971

Provision for Income Tax 25 (2,687,126) (3,596,429)

Net profit after income tax 41,047,314 43,800,542

Earnings per share (Basic) 26 0.76 0.89

Earnings per share (Diluted) 0.76 0.81

Office & Administrative Expenses

Marketing & Distribution Expenses

Financial Expenses

Ahmed Zaker & Co.Chartered Accountants

Chairman Managing Director Signed in terms of our separate report of ven date annexed

Company Secretary

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Ahmed Zaker & Co.Chartered Accountants

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Company Secretary

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RANGPUR DAIRY & FOOD PRODUCTS LIMITEDSTATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2014

Place : Dhaka

Dated : 29 April 2015

Taka Taka2014 2013A. Cash flows from operating activities

Collection from Sales 461,798,504 424,994,497Cash Paid to Suppliers, Employees and Others (391,084,325) (362,854,292)Income Tax paid (2,393,766) (218,866)Other Income 1,106,867 2,150,640

Net cash generated from operating activities 69,427,280 64,071,979

B. Cash flows from investing activities

Purchase of Fixed Assets (80,230,039) (68,766,849)Construction WIP - 450,000Purchase of Intangible Assets - (993,013)Investment in FDR - 10,292,500

Net cash inflows/(outflows) in investing activities (80,230,039) (59,017,362)

C. Cash flows from financing activities

Share Application Money (703,296) (13,545,779)Inter-company debts received/(paid)-Constech (140,363) (531,850)Short Term Loan received/ (Paid) 10,660,052 (4,179,253)Net cash inflows/(outflows) from financing activities 9,816,393 (18,256,882)

D. Net cash inflows/(outflows) for the year (A+B+C) (986,366) (13,202,265)

E. Cash & cash equivalents at the beginning of the year 9,817,739 23,020,004

Cash & cash equivalents at the end of the year (D+E) 8,831,373 9,817,739

1 Corporate History of the Reporting Entity

1.1 Corporate historyRangpur Dairy & Food Products Ltd. (The Company) was incorporated in Bangladesh on March 06,2004 Vide the certificate # C-52012(2307)/2004, as a Private Limited Company under The Companies Act 1994. The company is converted to Public Limited Company from Private Limited Company as at June 24, 2010 and issue of share through IPO as on date : 13 October 2011.

The principal office of business of the company is situated at 22/19 Khiljee Road, Mohammadpur. Dhaka–1207 and factory is located at Salaipur, Baldipukur, Rangpur-5460. The Company commenced its commercial production on 14th April 2007.

1.2 Nature of businessTo produce or manufactur UHT, pasteurized and flavored milk, ghee, butter, different type of candy and milk products and marketing the same in the domestic market.

2 Basis of preparation

2.1 Statement of compliance The financial statements have been prepared in accordance with the requirements of the Companies Act 1994, the International Accounting Standards (IASs) as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting Standards (BASs) as well as the other applicable laws and regulations.

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

2.2 Other Regulatory compliancesThe Company is required to comply with the following major legal provisions in addition to the Companies Act and other applicable laws and regulations:The Income Tax Ordinance 1984The Income Tax Rules 1984The Value Added Tax Act 1991The Value Added Rules 1991

2.3 Basis of measurement The financial statements have been prepared under the historical cost convention as modified to include the revaluation of certain property, plant and equipment.

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

RANGPUR DAIRY & FOOD PRODUCTS LIMITEDNotes to the financial statements

For the year ended 31 December 2014

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1 Corporate History of the Reporting Entity 1.1 Corporate historyRangpur Dairy & Food Products Ltd. (The Company) was incorporated in Bangladesh on March 06,2004 Vide the certificate # C-52012(2307)/2004, as a Private Limited Company under The Companies Act 1994. The company is converted to Public Limited Company from Private Limited Company as at June 24, 2010 and issue of share through IPO as on date : 13 October 2011.

The principal office of business of the company is situated at 22/19 Khiljee Road, Mohammadpur. Dhaka–1207 and factory is located at Salaipur, Baldipukur, Rangpur-5460. The Company commenced its commercial production on 14th April 2007.

1.2 Nature of businessTo produce or manufactur UHT, pasteurized and flavored milk, ghee, butter, different type of candy and milk products and marketing the same in the domestic market.

2 Basis of preparation

2.1 Statement of compliance The financial statements have been prepared in accordance with the requirements of the Companies Act 1994, the International Accounting Standards (IASs) as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting Standards (BASs) as well as the other applicable laws and regulations.

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

2.2 Other Regulatory compliancesThe Company is required to comply with the following major legal provisions in addition to the Companies Act and other applicable laws and regulations:The Income Tax Ordinance 1984The Income Tax Rules 1984The Value Added Tax Act 1991The Value Added Rules 1991

2.3 Basis of measurement The financial statements have been prepared under the historical cost convention as modified to include the revaluation of certain property, plant and equipment.

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

2.5 Use of estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that

affect the application of accounting polices and the reported amounts of assets, liabilities, income and expenses.

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing

basis.

2.6 Going concern

The company has adequate resources to continue in operation for the foreseeable future. For this reason the

directors continue to adopt going concern basis in preparing the financial statements. The current credit facilities

and resources of the Company provide sufficient fund to meet the present requirements of its existing business.

2.7 Applicable standards

The following BASs are applicable for the financial statements:

BAS:1 Presentation of Financial Statements

BAS:2 Inventories

BAS:7 Cash Flow Statements

BAS:8 Accounting policies, Changes in Accounting Estimates and Errors

BAS:10 Events after the Balance Sheet Date

BAS:12 Income Tax

BAS:16 Property, Plant and Equipment

BAS:18 Revenue

BAS:19 Employee Benefits

BAS:23 Borrowing Costs

BAS:24 Related Party Disclosures

BAS:25 Accounting for Investments

BAS:33 Earning Per Share

BAS:34 Interim Financial Reporting

BAS:37 Provisions, Contingent Liabilities and Assets

BAS:38 Intangible Assets

2.8 Reporting period

The period of the financial statements covers from 1st January to 31st December consistently.

3 Significant accounting polices

The specific accounting policies selected and applied by the company’s directors for significant transactions and

events that have material effect within the framework of BAS-1 “Presentation of Financial Statements”, in preparation

and presentation of financial statements have been consistently applied throughout the year and were also

consistent with those used in earlier years.

For a proper understanding of the financial statements, these accounting policies are set out below in one place as

prescribed by the BAS-1 “Presentation of Financial Statements”. The recommendations of BAS-1 relating the format of

financial statements were also taken into full consideration for fair presentation.

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3.1 Financial instruments

Non-derivative financial instruments comprise trade and other debtors, cash and cash equivalents, short term

finance and other payables.

3.2 Property, plant and equipment

3.2.1 Recognition and Measurement

These are capitalized at cost of acquisition and subsequently stated at cost or valuation less accumulated

depreciation and impairment losses. The cost of acquisition comprises of purchase price, including import duties

and non-refundable Taxes and any directly attributable cost of bringing the assets to its working condition for its

intended use.

On retirement or otherwise disposal of fixed assets, the cost and accumulated depreciation are eliminated and any

gain or loss on such disposal is reflected in the income statement which is determined with reference to the net

book value of assets and the net sales proceeds.

3.2.2 Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the

item if it is probable that the future economic benefits embodied within the part will flow to the Company and its

cost can be measured reliabl. The costs of the day-to-day servicing of property, plant and equipment are recognized

in the Income Statement as incurred.

3.2.3 Fixed Assets and Depreciation

No depreciation is charged on land & land development. Depreciation on all other fixed assets is computed using the

reducing balance method so as to write off the assets over their expected useful life.

Half year’s depreciation has been charged on additions irrespective of the date when the related assets are put into

use.

After considering the useful life of assets as per BAS-16, the annual depreciation rates have been applied as under

which is considered reasonable by the management:

Factory Building

Furniture & Fixture

Vehicles

Plant & Machinery

Electrical Installation

Office Equipment

Factory Equipment

Generator

Shop Sign

3%

10%

10%

10%

10%

10%

10%

5%

30%

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3.2.4 Intangible asset

An Intangible asset is recognized if it is probable that the future economic benefits that are attributable to the asset

will flow to the entity and the cost of assets can be measure reliably. Intangible assets have been shown at cost less

amortization as per BAS-38 "Intangible Assets" and any impairment loss.Amortization has been charged on

straight-line method. Amortization on addition of assets has been charged from the date of purchase. Amortization

period is 10 years.

3.2.5 Capital work-in-progress

Property, plant and equipment under construction/acquisition is accounted for as capital work-in-progress until

construction/acquisition is completed and measured at cost.

3.3 Revenue recognition

Revenue from the sale of goods is measured at fair value of the consideration received or receivable. Revenue from

sale of goods is recognized in the income statement when goods are delivered from factory godown and delivery

challan is issued to the customer. This is considered to be consistent with BAS -18.

3.4 Inventories

Inventories are valued in accordance with BAS-2 (Inventories) at the lower of cost and net realizable value. The cost

of finished goods comprises raw materials, direct labour, other direct and other related production overheads (based

on normal capacity) and related depreciation. Net realizable value is based on estimated selling price in the ordinary

course of business less any further costs expected to be incurred to make the sale.

3.5 Accounts receivables

Receivables are carried at original invoice price. Provision for bad debts are calculated, on a case by case basis after

review of the aging schedule and revised every quarter, when any specific risk arises relating to the collectibility the

amount is written off.

Basis of Valuation

Finished Goods

Raw Materials

Materials-in-transit

Category

At the lower of cost

or

Net realizable value. The cost includes allocation of production overheads that relate

to bringing the inventories to their present condition and location.

At the lower of weighted average cost

or

net realizable value.

At cost including related charges.

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3.6 Cash and cash equivalents

Cash in hand and cash at banks have been considered as Cash and Cash Equivalents for the preparation of these

financial statements, which were held and available for use by company without any restriction and there was

insignificant risk of changes in value of the same.

3.7 Cash Flow Statement

Cash Flow Statement is prepared in accordance with BAS-7 “Statement of Cash Flows” and the cash flows from the

operating activities have been presented under direct method.

3.8 Investments

Income on Investment is recognized on accrual basis.

3.9 Borrowing Costs

Financial Expenses (Borrowing Costs) incurred during the year was recognized as revenue expenses in accordance

with BAS-23 “Borrowing Cost”. Borrowing costs relating to property, plant and equipment upto the period of

completion of erection are capitalized, and those for the subsequent period is charged to revenue.

3.10 Accrued Expenses and Other Payables

Liabilities are recognized for the goods and services received, whether paid or not for those goods and services.

Payables are not interest bearing and are stated at their nominal value.

3.11 Advances, deposits and prepayments

Advances are initially measured at cost. After initial recognition advances are carrided at cost less deductions,

adjustments or charges to other account heads such as PPE or inventory etc.

Deposits are measured at payment value.

Prepayments are initially measured at cost. After initial recognition prepayments are carried at cost less charges to

Income Statement.

3.12 Responsibility of the Preparation and Presentation of the Financial Statements

The Board of Directors are responsible for preparing and presenting the financial statements in accordance with BAS

and other applicable laws including adequate disclosures, who approved and authorized for issue of this financial

statements.

3.13 Event after the Balance Sheet Date

In compliance with the requirements of BAS 10: Events After the Balance Sheet Date, post balance sheet events that

provide additional information about the company's position at the balance sheet date are reflected in the financial

statements. Events after the balance sheet date that are non adjusting events are disclosed in the notes when

material.

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3.14 Provisions

In accordance with the guidelines as prescribed by BAS-37: Provisions, Contingent Liabilities and Contingent Assets,

provisions are recognized in the following situations:

a. when the company has an obligation ( legal or constructive) as a result of past events;

b. when it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation; and

c. reliable estimates can be made of the amount of the obligation.

3.15 Related party transactions

All the related party transactions have been accounted for, considering these on arms’ length basis. The name of

these related parties, nature of these transactions and their total value have been set out in accordance with the

provision of BAS-24: Related party disclosure.

The nature of the transaction was "Providing of working capital finance" for which no agreement was made between

the parties and no interest payments were negotiated in this regard.

3.16 Income Taxes

a) Current Tax

As per SRO No.238- law-Income Tax/2011; Dated 6 July 2011 the section 44(1) and 6th schedule , Part-A , Para 34

omitted and imposed Income Tax @ 5% on the Income of Dairy firm.

As per SRO No.208- law-Income Tax/2013; Dated 1 July 2013 reduced Income Tax from 5% to 3% on the Income of

Dairy firm.

b) Deferred Tax

The company has adopted deferred tax during the year under review in compliance with the provisions of

Bangladesh Accounting Standard (BAS-12) "Income Taxes". The company's policy of recognition of deferred tax

assets/ liabilities is based on temporary differences (Taxable or deductable) between the carrying amount (Book

value) of assets and liabilities for financial reporting purposes and its tax base and accordingly deferred tax income/

expenses has been considered to determine net profit after tax and Earning Per Share (EPS).

Disclosures of related Parties' transactions under BAS 24:

Name of the Party Relationship Nature of

Transaction

Transaction

Volume

(in Taka)

Balance

Outstanding

(in Taka)

Concrete & Steel

Technologies Ltd.

Sister

Concern

Providing Working

Capital Finance

140,363 -

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3.17 Earnings Per Share

This has been calculated in compliance with the requirements of BAS 33: Earnings Per Share by dividing the basic

earnings by the weighted average number of ordinary shares outstanding during the year.

Basic earnings represent earnings for the period attributable to ordinary shareholders. As there was no preference

dividend, minority interest or extra ordinary items, the net profit after tax for the year has been considered as fully

attributable to the ordinary shareholders.

3.18 Employment Benefit Schemes

The company recognizes a provision for Workers' Profit Participation (WPPF) and Welfare funds @ 5% of net profit

before tax as per Labour Act 2006.

3.19 Comparative Information and Rearrangement Thereof

Comparative information has been disclosed for all numerical information in the financial statements and also the

narrative and descriptive information where it is relevant for understanding of the current period's financial

statements.

Comparative figures have been re-arranged wherever considered necessary to ensure better comparability with the

current period without causing any impact on the profit and value of assets and liabilities as reported in the financial

statements.

4 Additional information on Financial Statements:

4.1 Responsibility for the preparation and presesntation of Finanacial Statements

The Board of Directors and Management of the company are responsible for the preparation and presentation of

Financial Statements under section 183 of the Companies Act 1994, and Corporate Governance gridline issued by

the Bangladesh Securities and Exchange Commission as per the provision of "The Framework for the preparation

and presentation of Financial Statements" issued by the International Accounting Standards Committee (IASC).

4.2 Authorization date for issuing Fianancial Statements

"The Financial Statements were authorised by the Board of Directors on April 29, 2015 forissue after the completion

of review."

4.3 Components of the Financial Statements

According to BAS-1 "Presentation of Financial Statements" the complete set of Financial Statement includes of the

following components

1) Statement of Financial Position as at December 31, 2014

2) Comprehensive Income Statement for the year ended December 31, 2014

3) Statement of Changes in Equity for the year ended December 31, 2014

4) Statement of Cash Flows for the year ended December 31, 2014

5) Explanatory notes to the Financial Statements

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Taka Taka2014 2013

5 Inventory : Raw Materials 58,155,842 53,580,245Finished Goods 19,627,120 16,351,444Work In Progress 3,298,118 2,299,071Stationary 175,176 661,279Total 81,256,256 72,892,039

6 Accounts Receivable:3-5 Shopping Mall (Uttara) 41,975 52,743Aleya Store 353,786 266,778Aman Super Store 65,127 76,288Alif Enterprise 2,460,030 2,002,603Anando Bazar 13,944 6,808Anik Enterprise 2,371,251 2,068,663Anjuma Enterprise 1,530,214 1,455,797Asraf Traders 2,733,027 2,373,499Best Buy (Khilket) 4,553 5,483Captain World 17,401 17,401Carefamily 18,398 21,838Carefamily (Mohammadpur) 14,815 42,137CSD Bangladesh 74,764 87,787Depot Sales 880,527 593,903Dominus Pizza (721) 81,294Dr. Naim 11,612 44,263Easha & Tisha 2,768,361 2,481,843Faisal Ent. 3,274,964 4,572,440Family Mart 22,359 29,358Family Needs 9,279 9,279Family World - 1,510Friends Traders 2,373,222 2,023,146Gini Enterprise 3,182,435 4,058,253Gmart Super Market Ltd 17,939 53,506Haat Bazar 613 19,672Huq Traders 2,897,522 2,668,261John Enterprize 4,193,355 4,468,876Kamal Enterprise 293,403 218,106Levender 9,428 15,052Mina Bazar (DM) 480,693 423,672Mini Mall 17,416 17,416Minu Bazar 17,832 21,426Mr. Abdus Sabur (NCC Bank Ltd.) 7,954 38,250

- -Mr.Shah Alam (HO) 2,371,097 2,258,361Mr.Shawkat Ali (Banani) 29,054 91,684Nandan Mega Shop (DM) 10,480 28,379Nandan Mega Shop (G2) 16,836 16,836Nandan Mega Shop (Uttara) 24,748 24,962

- -Nasrin Traders (Rng) 8,785,811 11,408,214NCC (Motijheel) - 33,800NCC (DM) 1,120 580

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Taka Taka2014 2013

Prova Enterprise 3,045,350 2,778,416Rahimafrooz SS(Ctg) 99,066 75,942Rahimafrooz SS(DM) 11,284 41,928Rahimafrooz SS(GL) 9,685 17,765Rahimafrooz SS(MB) 46,897 50,612Rahimafrooz SS(MP) 32,970 18,239Riya Enterprise 2,831,311 2,587,408Shishir Trading 5,135,740 6,503,803SM Enterprize 4,187,775 7,189,612Southeast Bank (Banani) 10 -Shwapno Shopping Mall 172,792 146,652Tamanna Distribution 1,845,664 2,007,533Tasdid Enterprise 2,149,593 1,887,748Tokeyo Super Shop 19,547 19,547Toma Chemical 4,493,254 5,116,943Trust Family Needs 26,751 24,244Unimart(Gulshan) 8,500 10,167Mojo Canteen 3,465 -2 No. Canteen 4,100 -Academia School Canteen 8,627 -Anurag Super Shop 11,965 -AR Super satore 4,131 -Bangla Bazer 36,475 -Barista Labaza Coffee Shop 6,090 -Bhai Bhai Ent 1,459,705 -Big Bazer 17,343 -Dider Super shop 9,076 -Ginious Shoping Centre 4,148 -Haques Mart 12,443 -Kafaproroca Canteen 4,590 -Kisibid Bazer (Kazi para) 9,969 -Kisibid Bazer (Mirpur 10) 8,444 -Kutom Bari Res 5,340 -Maayer Doya Store 1,533,925 -Mapleleaf Int School 5,160 -Mehadi Mart 29,658 -Meraz Store 1,451,844 -Mohammadia Metal 1,043,403 -Nandonik Bazar 16,306 -Nayem Enterprise 1,429,447 -New Bazar 16,790 -Pick and Pay 19,845 -PSI - Canteen 5,527 -Rabeya Traders 1,408,828 -Radwon Ent 1,191,475 -Rahimafrooz 8 Outlet 236,868 -Sad Musa City Centre 8,663 -

Prince Bazar (Mirpur 1) 34,965 37,240Prince Bazar (MP) 14,421 18,116Prince Bazar (Ssamoly) 7,625 -

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a) Ageing of the above receiables is given Below:

b) Receivables are unsecured but considered good. c) There is no debt due by or to directors or other officers of the company. d) There is no debt due by the directors and officers within the common management of the company.

Taka Taka2014 2013

Simul Enterprise 1,187,742 -Soop N Save Ltd 12,224 -Sk Enterprise 1,645,762 -Trust Family Needs 2 7,555 -Daily Super shop 6,120 -Total 81,504,862 75,507,808

1 to 3 3 to 6 6 to 9Months Months Months

39,061,856 39,643,871 2,660,646 81,504,86239,061,856 39,643,871 2,660,646 81,504,862

Total1 Year and above

138,489138,489

7 Advance, Deposits & Pre-Payments: Advance against Rent 661,085 661,085Advance to Chilling Centre 37,906,168 38,448,061Advance against Office Decoration - 2,100,000Advance to Parties (7.01) 19,787,016 15,687,885Advance for Machinery (7.02) 80,130,538 66,679,342Advance to Powertrade Associates Ltd. - 16,162,026AIT 9,842,567 9,344,062Prepaid Insurance - -Security Deposit 305,271 205,271Total 148,632,645 149,287,732

a) All Advances & Deposits are considered good and recoverable by the management.b) There is no amount due from Directors or officers of the Company.c) There is no advances due by or to within the common management of the company.

7.1 Advance to Parties:Abdur Razzak & Brothers 479,000 479,000Advance to Fish Project 53,853 53,853Ajanta Handicraft 50,000 50,000Ava Enterprise 315,000 315,000Badal Enterprise 1,370,000 4,795,000Bengal Electric 246,000 246,000Best Business Bond 250,000 165,000Brac Printing Pack 132,874 130,096BSMC 400,000 400,000Crab 225,000 225,000Data Biz 70,000 70,000DITF 1,673,536 951,732Digital Engravers 163,623 197,115Insurance Premium Advance 51,233 -Intertek Bangla Limited 30,000 30,000Ifad Autos 259,860 259,860

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Taka Taka2014 2013

LC Margin 1,546,959 1,052,153Meghna Automation 295,000 235,000Moonsoon admedia 60,000 60,000Mozomdur International 17,000 17,000

1,033,198 1,033,198Mr. Gulzar Hossain - -Mr. Salam 1,186,200 1,186,200Mr.Abdul Hamid (SPO) 561,620 561,620Plus Distribution 1,750,000 1,750,000Rahim Afroz 396,000 212,000Safety Engineering 45,000 45,000S K Builder 160,000 160,000Security Money (Cilling) 143,118 177,118Shahara Power 770 -Supersign Cable 632,090 632,090Thai collection 160,000 160,000Trade Fair 38,850 38,850Brac Dairy 450,000 -Advance VAT 1,365,569 -Northern Agriculture 1,492 -AB Woven Bag 163,000 -Pacific Int. 53,500 -World Engineering 43,895 -Moon soon and Son 26,592 -GBC Products 155,187 -Maritime 266,250 -Unified Packaging 5,737 -Akik International 45,090 -Raven Food 332,260 -Janani Traders 8,160 -Rodela Food 150,000 -Khan Engraving 34,500 -Bengal Polymers 190,000 -Saheen Enterprise 2,700,000 -Total 19,787,016 15,687,885

Advance for Machinery:7.2Basic Engineering 25,010,000 19,717,184Chowdhury Enterprise 3,315,500 1,200,500Ess Engineering and Suport service 2,883,032 2,883,032JS Builders 6,592,190 2,592,190Santek 31,887,454 31,287,980Sincos Engineers Ltd. 10,406 500,000Sumon Engineering 4,458,456 4,458,456United Engineering 5,973,500 4,040,000

80,130,538 66,679,342

Aging of Advance & Deposits for 2014Due to 1-6 months 40,168,406Due to 6-12 months 22,766,100Above 1 year 17,196,032Total 80,130,538

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Taka Taka2014 20138 Cash & Cash Equivalents :

Cash in Hand (8.01) 7,149,532 8,341,744Cash at Bank (8.02) 1,681,841 1,475,995Total 8,831,373 9,817,739

8.01 Cash in HandCash in Hand ( Head Office) 7,139,241 7,225,591Cash in Hand ( Factory) 10,291 1,116,153Total 7,149,532 8,341,744

8.02 Cash at Bank Cash at Bank IBBL SND A/c -69 176,066 (43,933)Cash at Bank PBL SND A/c 441 83,310 56,427Cash at Bank NCC CD A/c (Factory) 416,357 5,622Cash at Bank NCC CD A/c 1,306 189Cash at Bank NCC STD A/C - 141 624,503 97,761Cash at Bank NCC STD - 047 4,627 277Cash at Bank NCC STD A/C -760 (518,317) (24,873)Cash at Bank DBBL 85,047 -Cash at Bank Union Bank 77,313 -Cash at Bank NCC FC A/C- 0102020601(USD) 680,793 1,374,699Cash at Bank NCC FC A/C- 0402020046 (EURO) 25,626 425Cash at Bank NCC FC A/C- 0202020021 (GBP) 25,210 9,401Total 1,681,841 1,475,995

9 Sundry Creditors :Bangla Track 75,000 15,000BBL Packaging 863 863Dipa Food 223,049 -ESS paper & Packaging 41,566 19,966Expressions Ltd 1,500 -Fair Sign 41,120 41,120Faridpur Rice Agency 164,640 97,840Fortune Advertising 77,750 77,750IBS Metal 181 181Kalyar Replica Ltd. - 186,902Manikgonj Color Process & Print - 498,776MR Packaging 162,845 162,845Nitol Motors Ltd. - 884,043Polycon 346,395 533,330Printo Pack Cyndicate 2,590 2,590Poly cord ltd 85,764 -RK Trading Agencies - 35,000RFL Plastic Ltd 2,220 -SATCOM IT Ltd - 366,507Mehadi Enterprise 940 -Nitol Motors Ltd. 32,550 -

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a) Sundry creditors represents regular suppliers of raw materials, stationery and others. b) All creditors were paid on regular basis.

10 Short Term Bank Loan :NCC Bank Limited (Cash Credit) (Note-10.1) 15,581,486 10,397,896NCC Bank Limited (LTR) (Note-10.1) 6,873,749 1,397,287Total 22,455,235 11,795,183

10.1 NCC Bank Limited (Cash Credit) & (LTR)

Interest:16% p.a. subject to revision from time to time.Securities:

a)

b)

c)

d) Post dated cheque(s) covering LTR.

11 Inter Company PayableOpening Balance 140,363 672,213Add: During the year - 3,528,150

140,363 4,200,363Less: Refund during the year (140,363) (4,060,000)Closing Balance - 140,363

The above transactions have made with Concrete & Steel Technologies Ltd.

12 Provision for WPPF and Welfare FundOpening Balance 10,910,145 8,415,568Add: During the year 2,301,813 2,494,577Payment for the year (1,028,758) -Closing Balance 12,183,200 10,910,145

Hypothecation of Stock of raw materials, work-in-process and finished goods duly insured underBank's mortgage clause.Registered mortgage of 246 decimal project land alongwith factory building and other stuctureat Vill: salaipur, Baldipukur, Rangpur Valuing Tk. 376.10 lac (approx.)

Hypothecation of plant & machinery valuing Tk. 1292.26 lac duly insured under Bank's mortgageclause.

This Balance represents payable for WPPF & Welfare Fund which is being carried without any adjustments or payments

Shapla Foods 162,548 -Safa Traders 184,805 358,125Star Seven Printing and Packaging 95,520 -Tarewq Traders 14,674 -M H Motors 710,044 -National Art Press 30 -Shahara Power - 65,330SS Metal 152,368 116,844Unified Packaging - 16,357Varosa Agro 172,007 8,567Total 2,750,969 3,487,936

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13 Share Application money General Public 5,032,589 5,082,989Non- Resident Bangladeshi 731,629 1,384,525Total 5,764,218 6,467,514

14 Accrued ExpensesAudit fee 115,000 115,000Electricity Bill 320,444 369,848Salary & Allowances 2,475,095 1,763,130Other Liabilities 111,117 116,748Total 3,021,656 2,364,726All accrued Expenses were paid on regular basis;

This represents subscription mony received from IPO which is ready for refund. They will be refundedwhenever claimed by the applicants.

15 Share Capital

15.1 Authorised Capital :100,000,000 Ordinary Shares of Tk. 10/- each 1,000,000,000

15.2 Issued, Subscribed, Called-up & Paid-up Capital : Tk. 542,080,000

54,208,000 Ordinary Shares of Tk. 10/- each 542,080,000 492,800,000

The Shareholding position of the Company are as under :

Status % No. of Shares1 Mr. S.M.Fakharuzaman Chairman 10.76 5,832,671 58,326,7102 Mr. M.A.Kabir MD & Director 10.76 5,832,671 58,326,7103 Mrs. Sultana Parvin Sponsor 1.25 678,629 6,786,2904 Sponsor 2.00 1,084,160 10,841,6005 Mr Amitabha Bhowmik Sponsor 0.30 162,624 1,626,2406 Md. Mijanur Rahman Sponsor 1.65 894,432 8,944,3207 Md. Yer Ali Sponsor 0.30 162,624 1,626,2408 Mr Shah Fahad Zaman Sponsor 0.90 487,872 4,878,7209 Public Issue Public 72.08 39,072,317 390,723,170

100.00 54,208,000

Share20,660 3,848,527

3,562 6,654,763580 4,352,559317 4,704,879109 2,698,416

46 1,627,91932 1,456,92760 4,338,04841 10,576,460

4 13,949,50225,411 54,208,000

1-499 shares

40,001-50,000 shares30,001-40,000 shares20,001-30,000 shares

5,001-10,000 shares500-5,000 shares

Total1,000,001- 1,000,000,000 shares

100,001- 1,000,000 shares50,001-100,000 shares 8.00

19.51

100.0025.73

2.69

10,001-20,000 shares 8.68

Total

Share Holding Range Percentage (%)7.10

12.288.03

No. of share holders

Distribution schedule of each class of equity security setting out the number of holders andpercentage has been given below

4.983.00

542,080,000

Mr Abdul Awal

Name Amount

1,000,000,000

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17 Retained Earnings :Opening Balance 141,498,097 141,859,507Prior year adjustment (Income tax expense 2012) - (479,725)

42,131,553 44,918,314Add: Net Profit/(Loss) after Tax 41,047,314 43,800,542

Depreciation charged on revalued amount 1,084,239 1,117,772Less: Issue of Bonus share for 2013 (49,280,000) (44,800,000)Retained Earnings for ther year 134,349,650 141,498,097

18 Deferred Tax LiabilityOpening Balance 5,627,206 4,203,643Add/(Less): Deferred Tax expenses this year 1,375,092 1,423,563Closing Balance 7,002,298 5,627,206

19 Net Sales Revenue : Gross Sales Revenue 468,750,130 433,252,253Less : Sales Return (23,404) (274,740)

468,726,726 432,977,513Less : VAT (931,168) (555,000)Net Sales Revenue 467,795,558 432,422,513

16 Revaluation Reserve

The revaluation reserve include Land & Land Development and Building of the company.The revaluedamount as per valuation report of Online Survey & Inspection Company , a licensed certifiedsurveyor, Government of Bangladesh, dated : 20 April 2010 based on the Financial Statements as on31 December 2009. The re-valuation surplus amount was Tk. 109,112,305 as on 31 December 2010.After adjustment of depreciation of Tk. 1,084239 in the year 2014, the re-valuation surplus standsamount of Tk. 106,910,294 as on 31 December 2014 .Details are given in Schedule of fixed assets .

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Taka Taka2014 201320 Cost of Goods Sold:

Raw materials Consumed 20.1 288,835,937 274,699,966Wages 2,258,918 1,645,026Power Cost 20.2 25,589,545 24,524,849Prime Cost 316,684,400 300,869,841Add: Manufacturing Overhead 20.3 54,971,621 45,935,599Cost of Production 371,656,021 346,805,440Add: Opening Work-In-Progress 2,299,071 2,901,791Total Goods In Process 373,955,092 349,707,232Less: Closing Work-In-Progress 3,298,118 2,299,071Cost of Goods Manufactured 370,656,974 347,408,161Add: Finished Goods (Opening) 16,351,444 13,250,746Cost of Goods Available for Sale 387,008,418 360,658,907Less: Finished Goods (Closing) 19,627,120 16,351,444Cost of Goods Sold 367,381,298 344,307,463

20.1 Raw Materials Consumed :Opening stock 53,580,245 52,739,881Add: Purchase 293,411,534 275,540,330Raw materials available for use 346,991,779 328,280,211Less: Closing Stock 58,155,842 53,580,245Raw materials Consumed 288,835,937 274,699,966

20.2 Power Cost : Electricity Charges 5,848,117 3,922,739Furnace Oil - -Fuel & Diesel 19,705,588 20,553,620Gas Charges 35,840 48,490Total 25,589,545 24,524,849

20.3 Manufacturing Overhead :Salary & Allowances 13,706,242 9,203,801Festival Bonus 1,503,528 857,168Entertaiment 227,852 127,495Chilling Center Expenses 389,309 -

- -Factory Maintenance 57,341 186,747Farming Expenses 4,330 6,036Generator Maintenance 199,460 436,933Internet Bill 196,581 94,470Medical Expenses 47,237 11,958Repair & Maintenance 753,273 454,240Misc Expenses - 2,000Depreciation 37,853,768 34,522,301Public Relation 32,700 32,450

Total 54,971,621 45,935,599

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Taka Taka2014 201321 Office & Administrative Expenses :

Salary & Allowances 6,853,121 4,601,900Director Remuneration 2,400,000 2,400,000Festival Bonus 2,255,292 1,285,752Conveyance 183,546 168,711Entertaiment 341,778 191,243Audit Fee 115,000 115,000Electricity Bill 435,094 141,108Donation & subscription 200 10,100Fees & Charges 605,304 174,841Fine & Penalties 105,089 138,925Fuel & Oil 3,969,046 3,349,604General Expenses 1,370,441 1,219,300Iftar Bill 38,593 48,100Meeting Fee 14,000 -Mobile Bill 880,147 628,839Newspaper 3,392 3,068Office Maintenance 78,183 30,390Office Rent 845,004 505,296Photocopy Bill 4,525 4,172Postage Talex courior 138,977 181,675Printing & Stationary 989,855 1,278,299Repair & Maintenace 445,995 189,959Renewal Fee 717,078 262,929Amortization of Software 152,971 205,301Telephone 12,229 17,224Tours & Travel 675,520 652,374Annual Listing Fee 256,000 240,150Water Bill 36,992 15,921Design Bill 268,850 159,550A.G.M.Expenses 556,332 292,559Garage Rent - 44,245Picnic 157,562 -Fooding Allowance 302,574 119,648Computer Accessories 126,355 28,146Depreciation 4,205,974 3,835,811Total 29,541,019 22,540,141

22 Marketing & Distribution Expenses : Salary & Allowances 13,706,242 9,203,801TA/DA 5,804,768 3,216,635Carrying Charges 146,358 238,203Advertising & Publicity 332,388 165,000Business Promotion 382,300 631,310Seminar & Workshop 3,067 -Free Sample 378,750 -Depot Expenses 276,450 -Vehicle Maintenace 1,276,532 1,771,855Incentive 342,800 454,673Total 22,649,655 15,681,477

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Taka Taka2014 201323 Financial Expenses :

Interest on Loan 3,187,523 1,983,949Bank Charges & Commission 106,678 168,575Total 3,294,201 2,152,524

24 Other Income: Bank Interest 21,651 1,017,811Interest of Govt. Bond 866,317 1,041,128Miscellenous Sale 218,899 91,701Total 1,106,867 2,150,640

25 Provision for Income Tax :Current year provision (Note : 25.1) 1,312,033 2,172,866Deferred Tax expense / (Income) (Note : 25.2) 1,375,092 1,423,563Total 2,687,126 3,596,429

25.1 Current Year Tax Provision :

25.2 Deferred Tax Expenses/ (Income) :

26 Calculation of Basic Earnings Per Share :

Net Profit After Tax = 41,047,314 43,800,542Number of Ordinary Shares 54,208,000 49,280,000

= 0.76 0.8927 Events after Balance Sheet date :

Provision on tax has been calculated based on Income Tax Ordinance, 1984 as amended upto2013 by the Finance Act, considering the allowances and disallowances.

Deferred Tax Expenses/(Income) for liability/(asset) has been calculated as per BangladeshAccounting Standard 12.

No material events occuring after balance sheet date came to our notice, which could affect thevalues reported in the financial statements significantly.

The Board of Directors of Rangpur Dairy and Food Products Limited in its Board meeting held on29th of April 2015 recommended no dividends for the year 2014

Basic Earnings Per Share =

Rangpur Dairy & Foods Products Limited

Proxy Form

22/19, Khiljee Road (3rd floor)Mohammadpur, Dhaka -1207

………………………………Signature verified

….……………………………………Authorized SignatureRangpur Dairy & Foods Products Limited

….……………………………………Authorized Signature

Rangpur Dairy & Foods Products Limited

Note

………………………………………………………………………………………………………

Rangpur Dairy & Foods Products Limited22/19, Khiljee Road , Mohammadpur, Dhaka-1207

ATTENDANCE SLIP

Note: Please complete the attendance slip and hand it over at the entrance of the meeting venue.

Revenue Stamp10/=

I/We...........................................................................................................................................................................................................................(Name)of ............................................................................................................................................................................................................................(Address)being a member of Rangpur Dairy & Foods Products Limited hereby appointMr./Mrs./Miss.................................................….......................................................……………..…………................................................(Name)of ............................................................................................................................................................................................................................(Address)as my/our proxy to attend and vote for me/us and on my/our behalf at the 11th ANNUAL GENERAL MEETING of the Company to be held on Saturday the June 06, 2015 at 11.00 a.m. and or at any adjournment thereof. Signed this..................day of.....................2015.

I/We hereby record my attendance at the 11th ANNUAL GENERAL MEETING of Rangpur Dairy & Foods Products Limited being held on Saturday the June 06, 2015.

:> The Proxy Form, duly completed, signed and affixed with revenue stamp of Tk. 10.00 must be deposited at the Registered Office of the Company not later than 72 hours before the time fixed for the meeting. Proxy will be invalid if not signed and stamped as explained above.> Signature of the shareholder should match with the Specimen Signature registered with the Company.

Signature of Shareholder(s) ………………………………………… Signature of the Proxy: …………………………….

BO ID: ………………………………………………………………...…

No. of Shares held: ………………………………………………………

Signature of Shareholder(s) …………………………………………… Signature of the Proxy: ……………………….

Name of Shareholder(s) ………………………………… Name of Proxy…………………………………

BO ID: ………………………………………………………………………..

No. of Shares held: …………………………………………………………………