Information Memorandum (Abridged Version) aamra networks limited

Transcription

1 Information Memorandum (Abridged Version) aamra networks limited 1

2 Information Memorandum (Abridged Version) of aamra networks limited Authorized Capital: BDT 1,000,000,000 (100,000,000 Ordinary Shares of BDT 10 each) Paid Up Capital: BDT 260,000,000 (26,000,000 Ordinary Shares of BDT 10 each) Proposed Issue Size: BDT 300,000,000 Offering of 12,000,000 Ordinary Shares of BDT 10/- each at an issue price of BDT 25/- each inclusive a premium of BDT 15/- each through Private Placement MANAGER TO THE ISSUE LANKABANGLA INVESTMENTS LIMITED Eunoos Trade Centre, Level - 21, 52-53, Dilkusha C/A, Dhaka , Bangladesh Phone: , Fax: [email protected] Web site:

3 TABLE OF CONTENTS Executive Summary... 1 Profile of aamra networks limited... 3 Background of the company... 3 Nature of Business... 3 Quality Policy... 3 Board of Directors... 3 Principal Products & Services &Support... 4 Distribution of Products and Services... 5 Strategic Business Units... 5 Ownership of the Companies Securities... 6 Use of Proceeds & Implementation Schedule... 6 Industry Outlook... 7 Strength & Upside Potentials of ANL... 9 Revenue Mix... 9 Key Risk Factors &Risk Management... 9 Determination of Offer Price and the Justification of Premium Historical Performance of ANL Rationale behind investments Exit Strategy Offering Capacity Enhancement Plan Projected Financial Statements (Post Private Placement & IPO)... 18

4 Executive Summary aamra networks limited (ANL) is one of the first Internet Service Providers (ISPs) in Bangladesh starting its operation in 2001 with a view to providing Internet access for Business houses only. The idea of positioning in the market as 'Corporate Only' ISP worked well and in 2001 the company decided to offer Broadband Internet with initial investment for end customers. This was the turning point for ANL (the then Global Online Services Limited) which helped to take significant lead from the competitors. ANL invested in the finest radios from Alvarion and partnered with four VSAT service providers where the competitors were happy with one or two VSAT service providers. Having multiple VSATs for redundancy and lowering latency worked like magic in striking deals with most of the bluechip customers in the market. ANL was the only ISP in the market who could offer lower latency and redundancy through multiple VSATs. ANL is the first among the ISPs to offer professional ticketing system for customer care, introduced 24/7 call centre facilities with dedicated customer relationship managers, and independent third-party proactive monitoring system for all the active devices and customer routers/gateways. ANL is one of the permanent sponsors of Bangladesh Cricket Board (BCB) since 2004, and Bangladesh Olympic Association since In 2007, ANL signed a deal with Telekom Malaysia (TM) to offer Internet Private Leased Circuit (IPLC) for the first time in Bangladesh. The first connection was provided to Ericsson followed by reputed customers like IKEA, British High Commission, DHL, HSBC, Standard Chartered Bank and many more. In 2007, ANL management realized that Internet would become a commodity and the company future cannot be vested on a commoditized product. The company then started investing in IT enabled services and infrastructure services other than Internet with a target of reducing the Internet down to 50% in the product portfolio within ANL upgraded the major POPs (DEPZ, Banani, Motijheel, and CTG) into small scale data centers and plans to build tier-3 data centers in the IT-Intelligent building in Chittagong and 2 other major cities in Bangladesh. ANL is the first and the only ISO certified ISP upholding the certification since ANL is also among the top 500 companies since 2009 listed by Dun & Bradstreet. ANL has more than 850 contracts with corporate houses of Bangladesh to offer Internet and other network services. More than 50,000 workstations are connected to ANL network. ANL has also maintained a clean record with regulators and pertinent government bodies since its inception. ANL is a member of various relevant associations including ISPAB, BCS, and WIBA. The company is planning to introduce new revenue wings as business expansion plan that includes introduction of IT Intelligent Buildings, Construction of Data Centers & Office Suites & NTTN Project. The IT Intelligent Building will be a 10-storied building with all the high-tech facilities with an area of 2. 5 lakh (0.25 million) square feet which will be extended to 20 storied building in future and the area will be 5 lakh (0.5 million) square feet. The port city of Chittagong is selected for the purpose of currently owning the selected land in a prime location and keeping in mind the corporate houses(specially the MNCs) as target market. The customers will have ample opportunities to complete their back office operations. aamra networks limited is on its way to apply for Nationwide Telecommunication Transmission Network license from BTRC and start offering underground cabling and capacity facilities to its customers and other interested parties and service providers. In this project, ANL will lease out already laid nationwide network of City Cell for a period of 15 years. ANL has over 900 customers Information Memorandum I 1 I

5 who will directly and immediately be connected through this expanded network coverage system. By taking in the license and starting this operation, ANL will save 90% of this monthly expenditure and by selling remaining capacity make additional revenue. It has been estimated that proposed expansion requires funding of approximately BDT 1,554Million over a period of 4 years. The Company plans to raise the required funding for Loan repayment as well as initiating the above mentioned projects through a Private Placement and complete implementation of the projects through IPO fund, sale of floor spaces and internal cash generation. This proposal involves Private Placement of 12 Million Ordinary Shares representing 31.58% stake in aamra networks limited immediately after the said capital raising. The proposed equity offering provides an attractive upside potential for prospective investors upon successful implementation of the proposed business plan. The Company would be ready to go public within 1 year from placement subscription which provides an exit route to investors in the ordinary shares of ANL.The Company has a plan to go for IPO within one year time after completion of Raising Capital through Private Placement. Information Memorandum I 2 I

6 Profile of aamra networks limited Background of the company aamra networks limited (ANL, formerly Global Online Services Limited) over the last decade has consistently provided its customers with the state-of-the-art IT communication solutions. The clients have been able to rely on ANL s ability to provide stable and consistent connectivity solutions. Using the state of the art backbone and infrastructure, the company has ensured that the clients have had minimal worry when it comes to dependability of their IT Communication. That in turn has ensured it an enviable list of blue-chip customers. When Internet and related value added services are critical input to business, Corporate Bangladesh has but only one obvious choice. aamra networks limited employs more than 185 employees with diverse skill sets and expertise. Through years of experience ANL has been able to accurately assess constantly changing customer requirements, offering the most extensive and affordable IT services available. ANL places due importance on quickly adopting new technology by investing 30% of its budget for R&D. The company also strives to maintain international standard products and services; ANL is upholding ISO9001:2008 certification for the last 7 years. The company is one of the 11 concerns of aamra Companies. The Group has diversified investment in ICT, Textile, and Lifestyle sectors in Bangladesh. Starting in 1985 the Group presently employs more than 550 individuals. Nature of Business aamra networks limited (ANL) is a telecommunication & technology company involved in Leased Bandwidth distribution, IAAS, SAAS and IP enabled value added services. ANL is one of the first private sector licensed Internet Service Provider (ISP) in Bangladesh. The company holds a major market share of the Leased Bandwidth Capacity in the corporate sector. Internet, IT Infrastructure and IT enabled value added services Software Development Bundled ITO + BPO Outsourcing Contact/Call Centers Quality Policy aamra networks limited is a Corporate Internet Service and IT Solution Provider. It has implemented a quality management system to ensure that the customers are served with professional standards. Company received the following Certifications for its Quality Management System Dun & Bradstreet - D&B has recognized aamra networks limited in the publication Bangladesh s Top 500 Companies as one of the top 500 companies in Bangladesh since ISO Certification - For maintaining proper organizational Quality Management Practices, aamra networks limited achieved an independent Quality System Certification body ISO 9001:2000 in the year In 2009, ISO 9001:2008 was achieved. Board of Directors Name Designation Age Qualification Syed Faruque Ahmed Chairman 50 M.Com Syed Farhad Ahmed Managing Director 46 B.Com Syeda Munia Ahmed Director 43 M.A Fahmida Ahmed Director 41 B.Com Information Memorandum I 3 I

7 Principal Products & Services &Support Major Service Portfolio Datacenter & Collocation Infrastructure as a Service (IAAS) Software as a Service (SAAS) Audio & Video Conferencing Security & Storage Monitoring Bandwidth Service & Support ANL maintains 4 dedicated teams for after sales support comprising of 90+ technical services personnel in three shifts providing 24/7 support. Network Monitoring Network Status Monitoring ANL generates several network status and monitoring reports to make sure that each client is taken care of well and enjoys the best possible uptime and network quality. Real Time Bandwidth Graph The web based Multi Router Traffic Grapher (MRTG) will give visual report on bandwidth consumption in both local and WAN interface. Statistics are updated in every five minutes. Monitor the traffic load on network-links. Monitoring System- UPS Monitoring ANL s all POPs are supported by UPS to avoid the downtime caused by power failure. ATS Monitoring System allows for the monitoring and control of power transfer switches in Emergency or Standby Power Distribution System which is also called UPS. Information Memorandum I 4 I

8 Distribution of Products and Services Sales and Marketing ANL is in the business of Leased Bandwidth, IP enabled value added services and Infrastructure outsourcing. The company uses Direct Marketing and Sales processes thus ensuring customer focus, satisfaction and accountability. Our customer touch points are continuously trained to ensure that proper and effective communication reaches our customers and that delivery of service and after sales service processes are smooth and hurdle free. Capacity Distribution Flow Chart The company is authorized to sell or lease Bandwidth & Capacity services Nationwide through its multiple Point of Presence (POPs) in Dhaka, Chittagong, Sylhet and Cox s Bazar. Strategic Business Units Information Memorandum I 5 I

9 Ownership of the Companies Securities Shareholding Structure aamra networks limited is a public limited company by shares. The total invested capital by the sponsors amounts to BDT 260,000,000 as Paid up Capital consisting of 26,000,000 shares at par value of BDT 10 each. It s authorized Share Capital is BDT 1,000,000,000 as per the half yearly audited report dated June 30, Existing Shareholdings Position Shareholders No. of Shares Face Value Taka Percentage of Shares aamra holdings Ltd 12,600, ,000, % aamra resources ltd 4,522, ,220, % Augere Holdings (Netherlands) 8,477, ,779, % Syed Faruque Ahmed 100, ,000, % Syed Farhad Ahmed 100, ,000, % SyedaMunia Ahmed 100, ,000, % Fahmida Ahmed 100, ,000, % Total 26,000, ,000, % Shareholding Position after Private Placement: (After addition of 12,000,000 Tk Including premium of TK. 15) Shareholders No. of Shares Face Value Taka Percentage of Shares aamra holdings Ltd 12,600, ,000, % aamra resources ltd 4,522, ,220, % Augere Holdings (Netherlands) 8,477, ,779, % Syed Faruque Ahmed 100, ,000, % Syed Farhad Ahmed 100, ,000, % Syeda Munia Ahmed 100, ,000, % Fahmida Ahmed 100, ,000, % Private Placement 12,000, ,000, % Total 38,000, ,000, % Use of Proceeds & Implementation Schedule PARTICULARS A. DEBT REDUCTION AMOUNT IN TAKA BANK LOAN REPAYMENT 155,000,000 REPAYMENT OF LEASE FINANCE ( IN PROCESS FOR EXISTING INFRASTRUCTURE DEVELOPMENT) 40,000,000 IMPLEMENTATION MONTH Within the month after completion of subscription Within the month after completion of subscription B. INVESTMENT LAND DEVELOPMENT 50,000,000 IT INTELLIGENT BUILDING CONSTRUCTION 40,000,000 Within 6 months after completion of subscription Processing will start within 6 months of completion of subscription C. EXPENSES RELATED TO RAISING CAPITAL EQUITY 15,000,000 Within December 14 TOTAL 300,000,000 - Information Memorandum I 6 I

10 Industry Outlook Bangladesh Telecommunication Market Telecommunication is one of the vital sectors of the Bangladesh economy contributing approximately 6.0% of the GDP. Further, the Telecommunication sector had attracted Foreign Direct Investment to the value of USD Million for the year 2011 according to World Investment Report, The sector is expected to play a dominant role in facilitating social and economic development of the country. Having identified the importance of the Telecommunication sector, the Government of Bangladesh established Bangladesh Telecommunication Regulatory Commission (BTRC) in 2002 as the regulatory body of Telecommunication industry with a view to liberalize the industry and create a regulatory policy framework that would support the growth of the industry. As a result of the liberalization initiatives, the state monopoly was lifted and gradually the private sector was allowed to participate in the Telecommunication industry. Further, the state owned Bangladesh Telegraph and Telephone Board (BTTB) was converted to a limited liability Company named Bangladesh Telecommunications Company Limited (BTCL) to make it responsive to the market needs. With the opening up of the sector, an intense competition has resulted in drastic reduction in tariff levels especially among mobile operators and ISPs. With significant reductions in tariff levels, Bangladesh is now one of the fastest growing telecommunication markets in the world as the mobile market passed 80 Million subscribers by the middle of 2011 as penetration neared 50%. This growth has supported the economic growth of Bangladesh both at urban and rural levels. Industry Structure The Industry structure is dictated by International Long Distance Telecommunication Services (ILDTS) Policy Accordingly, the industry is organized as reflected in the following diagram: Telecommunication Industry Voice Market Data Market Fixed Mobile Internet Other Data Services Figure: Telecommunication Industry Structure Voice Market The voice market consists of fixed line and mobile phone services. The fixed line operators mainly use CDMA technology except BTCL which is still on conventional wired technology while mobile phone operators use both GSM and CDMA technology. Telecom voice market in Bangladesh is dominated by Mobile phone operators with 97% share, while land phone has 3% share of which BTCL represents 2% and all private land phones represent 1%. Data Market Scenario The data market consists of the internet and other data services such as intranet/networking services. Information Memorandum I 7 I

11 The Regulatory Framework Bangladesh Telecommunication Regulatory Commission (BTRC or the Commission) is the apex body authorized to regulate the telecommunication industry of Bangladesh. The industry is governed by The Bangladesh Telecommunication Act 2001 and several other Acts, policies, regulations and guidelines for specific purposes and segments of the industry as follows: Acts Telecommunication Act, 2001, Telegraphy Act, 1933 and Telegraph Act, Policies Guidelines Information and Communications Policy, International Long Distance Telecommunication Services Policy Infrastructure Sharing, International Internet Gateway, Interconnection Exchange, IP Telephony Regulations Interconnection Regulations, 2004, Licensing Procedure, 2004 Types of Data Service Providers SERVICE PROVIDER OVERVIEW Nationwide Telecommunication Transmission Network Service Provider (NTTN) Broadband Wireless Access (BWA) International Internet Gateway (IIG) Internet Service Provider (ISP) Nationwide Optical Fiber Telecommunication Transmission Network License was issued to separate transmission from the access services and in the process to replace the overhead optical fibers and lay nationwide underground fiber backbone. The licensees are Summit Power and Home Limited This license was issued to promote broadband internet access using WiMAX technology. Operators are Augere Wireless Broadband and Banglalion Communications Limited To streamline the use of submarine cable, BTRC issued IIG licenses to Mango Teleservices Ltd. and BTCL who work as an exchange to control international data traffic. Licenses under this category are Nationwide ISP, Zonal ISP, and Central Zone ISP. Nationwide ISPs are eligible to provide intranet and internet services in any part of Bangladesh; Zonal ISP license permits an operator to provide services in certain zones of Bangladesh other than Dhaka whereas a Central Zone ISP license is meant for those operators providing services only within Dhaka Metropolitan Area. There are about 200 Internet Service Providers in Bangladesh. Power Grid Company Bangladesh (PGCB) Limited, a company that provides electrical transmission, has laid nationwide fiber network along with the electrical transmission line. This license allows it to lease these fiber optic backbones to Telecom, internet and other data operators. The major difference between NTTN operators and PGCB is that PGCB does not provide backbone for last mile connections; it only provides backhaul connectivity. Guidelines for Infrastructure Sharing On September 8, 2008, the BTRC published guidelines for infrastructure sharing among telecommunication service providers. The guidelines provide for sharing certain infrastructure and facilities, including non-electronic infrastructure and fiber optic networks. Sharing infrastructure is an approach to minimize the cost of network deployment and to protect the environment by reducing the proliferation of towers and facilities installation. Operators will be required to provide capacity to other operators on a non-discretionary first come, first serve basis. Information Memorandum I 8 I

12 Strength & Upside Potentials of ANL Strengths Experience in the ISP market (12+ years) Known and respected name Innovation Peering agreements Experienced personnel Network management and economics knowledge Ability to change rapidly in dynamic Marketplace Can take advantage of best tariffs in country Opportunities Relationships with telcos, vendors, local regulators Mergers with content providers Acquire smaller enterprises Development of web applications Revenue Mix 29% Internet Service 0% 8% 63% Web Page & Networking Installation Domain Registration IT Support & Software Services Key Risk Factors &Risk Management The proposed project and existing business of aamra networks limited is exposed to different types of risks. The sponsors have carried out a careful analysis of the internal/external risks involved and have identified risk mitigation and risk management strategies. A discussion of key risk factors involved is given below. Industry Risk Liberalization of permission to set up new IT companies by government may result in severe competition amongst companies causes reduction of income and profitability of the company. Management Perception ANL provides comprehensive IT solutions and services including Systems Integration, Information Systems Outsourcing, Core Banking Software & Switching Solution supply, implementation & maintenance. Our positive attitude plays the dominant role in our success, in our ability to innovate Information Memorandum I 9 I

13 and in our ability to serve valued clients. ANL loves to compete, because competition brings out the best in us. The Company has the finest people, the latest technology, the best spirit, and the best team in the industry. Each member of the company plays a vital role in the great chain of our success. Interest Rate Risk Interest rate risk concerned with borrowed funds of short term and long term maturity, volatility of money market, which ultimately influences the interest rate structure of fund. Management Perception The Management of the Company is always aware of interest rate. If the interest rate increases the cost of credit fund will increase. ANL has always been a cash-rich company and operates with low dependence on debt. As the company maintains very low debt equity ratio, adverse impact of interest rate fluctuation is insignificant. Moreover the company is confident of meeting its need for future expenses from its internal sources. In addition, the company emphasizes on equity based financing to reduce the dependence on bank borrowings. Therefore the management perceives that the fluctuation of interest rate would have little impact upon the performance of the company. ANL is currently carrying both long term and short term loans. All the facilities are subject to revision with change of interest rates in the market. The exposure will be minimized as ANL plans to retire some portion of the debt gradually in the following years. Exchange Rate Risk Devaluation of local currency against major international currencies i.e. USD, GBP and Euro may affect company s income. Management Perception Volatility of Taka against USD, GBP and Euro and recent trend of local currency devaluation may expose foreign currency risk. In such cases, the management of the company is confident to significantly cushion the foreign currency risk and price escalation risk through forward contracts if it is justifiable in terms of the cost benefit analysis. The company has been hedging exchange rate risk by strategic purchases of products of foreign currency. Market and technology related Risk In the global market of 21st century, developed technology, products and services render obsolete the old service and product strategy. So, the existing organization may not be able to cope up with the future needs and demands. Management Perception The market of IT sector in worldwide is full of risk. As soon as the new technology entered in the market, the previous products become obsolete. For this ANL always deals with latest technologies and the market analyzing team of ANL plays vital role in keeping and expand the present market. Technology related Risk Technology always plays a vital role for existence of any industrial concern. Innovation of new and cost effective technology may obsolescence existent technology, which may cause negative impact. Management Perception Management of ANL is aware of recent technological developments in the IT sector and keeps their employees up to date by providing necessary training. Furthermore ANL is marketing latest technological equipment and also well equipped with latest technology. Information Memorandum I 10 I

14 Potential or existing government regulations The company operates under Companies ACT, 1994, taxation policy adopted by NBR, SEC rules and rules adopted by other regulatory bodies. Any abrupt changes of the policies formed by those bodies may impact the business of the company adversely. Management Perception Unless any adverse policy is taken, which may materially affect the industry as a whole; the business of the company will not be affected. Furthermore the government is encouraging private sector entrepreneurs in IT sector. Therefore it is expected that any new policies of this sector will be business favorable which also be helpful for expansion of business of the company. Potential changes in global or national policies The performance of the company may be affected by the political and economic instability both in Bangladesh and worldwide. Any instance of political turmoil and disturbance in the country may adversely affect the economy in general. Management Perception The company can prosper in a situation of political stability and a congenial business environment. Political turmoil and disturbance are bad for the economy and so also for this sector. This is why the management of the company is always concerned about the prevailing and upcoming further changes in the global or national policy and shall response appropriately and timely to safeguard its interest. History of non-operation, if any Is there any history of the Company to become non-operative? Management Perception The Company has no history of non-operation in the past. The Company is an independent body. It has been in operation by its Memorandum & Articles of Association and other applicable laws Implemented by the Government. Besides, the Company s financial strength is satisfactory. It has very experienced Directors and Management team to make the Company more efficient and stronger in market capturing. So, the chance of becoming non-operative of the Company is minimum. Operational risk Shortage of power supply, human resources migration, unavailability or price increase of IT hardware and software, natural calamities like flood, cyclone, earthquake etc. may disrupt the activities of the company and can adversely impact on the profitability of the company. The present government has taken various necessary steps to increase the power supply of the country which will help us to run the day to day operations smoothly. Apart from this, the company is equipped with alternative electricity supply such as generator back-up to be operational during power shortage. Highly competitive compensation as well as benefit package will refrain the employees to leave their assignments and go for any movement of employees for higher benefit packages. Management Perception The location of the company premises is situated on a flood free Zone. The current office and storage building has strong RCC foundation with pre-fabricated steel structure to withstand wind, storm, heavy rain etc. with good drainage facilities. The risks from these factors are also covered through adequate insurance policies. Information Memorandum I 11 I

15 Determination of Offer Price and Justification of Premium The offering price has been set in accordance with the provision of the Securities and Exchange Commission (Public issue), Valuation under Different Methods Price in BDT NAV per Share Earnings Based Value Per Share Valuation Based of Market P/E Valuation Based on P/NAV ratio Based on the valuation mentioned above, aamra networks limited is offering 12,000,000 ordinary shares to the general public through private placement for a price of BDT 25/- including BDT 15/- premium Method 1: Valuation Based On Net Asset Value (NAV) Per Share Particulars Amount (in Taka) Share Capital 260,000,000 Retained Earnings 59,818,056 Total Shareholders' Equity 319,818,056 Number of Ordinary Shares 26,000,000 Net Asset Value (NAV) per share Method 2: Historical Earnings Based Value per Share Based On Weighted Average Number of Shares Outstanding Year (Ended on December 31) Number of Shares Weight of Total Number of Shares Net Profit After Tax (BDT) Weighted Net Profit After Tax (BDT) ,400, ,156,055 1,031, ,400, ,811,576 4,962, ,400, ,861,653 10,372, ,400, ,163,152 11,632, ,000, ,545,174 16,109,035 Total 47,600, ,537,610 44,107,522 No. of Shares before Private Placement 26,000,000 EPS based on Weighted Average of Net Profit After Tax 2.30 Market Earnings Multiple (DSE Monthly Review, August-2013) Price per share (BDT) Information Memorandum I 12 I

16 Method 3: Valuation based on Average Market Price per Share of Similar Stocks Closing Price (BDT) Closing Price as on One Year Information Services In tech Agni BDCOM Online Network Online Systems September October November December January February March April May June July August Average Closing Price (BDT) Method 3 (A): Valuation with reference to the P/E ratio of similar stocks Name of the Peer Companies Average Closing Price (BDT) of Last One Year EPS (BDT) as on August, 2013 P/E Ratio (i) (ii) (i)/(ii) Information Services Network BDCOM Online In Tech Online Agni Systems Average P/E Ratio EPS (BDT) based on Weighted Average Net Profit After Tax of ANL 2.30 Price per share (BDT) based on P/E ratio of similar stocks ( ) Method 3 (B): Valuation with reference to the P/NAV ratio of similar stocks Average NAV (BDT) Closing as on Name of the Peer Companies Price (BDT) August, of Last One 2013 Year P/NAV Ratio (i) (ii) (i)/(ii) Information Services Network BDCOM Online In Tech Online Agni Systems Average P/NAV Ratio 1.44 Net Asset Value per Share (BDT) of aamra networks limited Price per share (BDT) based on P/NAV ratio of similar stocks ( ) Information Memorandum I 13 I

17 Historical Performance of ANL Income Statement (In BDT Thousands) (Half Yearly) Turnover 172, , , , , ,582 Cost of Service 128, , , , , ,376 Gross Profit 44,341 66, , , , ,206 Operating Expenses 37,047 39,443 54,654 69,213 87,297 51,837 Operating Profit/Loss 7,294 27,368 47,710 63,344 88,386 48,369 Non-Operating Income ,784 1,714 1, Loss on sale of shares & securities , Net Profit before Tax and Provision 7,350 27,602 56,494 64,924 84,221 48,414 Provision for Expenses ,349 3,697 4,832 Net Profit before Tax 7,303 27,534 56,222 62,575 80,524 43,582 Provision for Income Tax 2,147 2,723 4,361 4,546 5,584 3,245 Net Profit after Tax 5,156 24,812 51,862 58,029 74,939 40,338 Earnings Per Share Financial Position (In BDT Thousands) (Half Yearly) Property, Plant and Equipment 61,383 73,174 74,490 95, , ,868 Investment in ACE IT Networks 1,000 1,000 1,000 1,000 1,000 1,000 Investment on Shares ,867 28,759 22,999 - Current Assets 31,366 41,421 76, , , ,799 Total Assets 93, , , , , ,667 Share Capital 54,000 54,000 54,000 54,000 54, ,000 Reserve & Surplus 9,159 33,971 85, , ,801 53,139 Non-Current Liabilities ,118 Current Liabilities and Provisions 30,591 27,624 31,752 36,459 42,079 96,410 Total Equity &Liabilities 93, , , , , ,667 Key Ratios (Half Yearly) Liquidity Ratio Current Ratio Quick Ratio Debt Equity Ratio(In times) Operating Ratios Accounts Receivable Turnover Inventory Turnover Asset Turnover Profitability Ratio Gross Margin Ratio 25.64% 32.81% 37.84% 39.38% 42.34% 45.02% Operating Income Ratio 4.22% 13.44% 17.64% 18.82% 21.30% 21.73% Net Income Ratio 2.98% 12.19% 19.17% 17.24% 18.06% 18.12% Return on Assets(ROA) 5.50% 21.46% 30.23% 24.77% 23.80% 7.90% Return on Equity (After Tax) 8.16% 28.20% 37.09% 29.33% 27.47% 12.88% Earnings Per Share (EPS) Net Assets Value (NAV) Information Memorandum I 14 I

18 Rationale behind investments Financial Considerations This proposal involves Private Placement of Equity representing 31.58% stake in aamra networks limited at an investment of BDT Million. The proposed equity offering provides an attractive upside potential for prospective investors upon successful implementation of the proposed business plan. The Company has a plan to go for IPO within one year time after completion of Raising Additional Capital through Private Placement. Non-Financial Considerations Key qualitative aspects related to proposed Private Equity investment are highlighted below: The potential investors would be given a reasonable representation in the board depending on the ownership stake in ANL can conduct their own due diligence with regard to legal, regulatory, accounting and business aspects of ANL and present shareholders would execute a share subscription agreement and/or shareholder agreement as the case may be prior to the investment Exit Strategy IPO: The most feasible and attractive exit option for potential Private Equity investor(s) especially given the liquidity and attractive valuations in the market. The supplies of quality stocks are still very low and thus there is a huge price appreciation potential in the secondary market. The majority IPOs are oversubscribed multiple times and investor base is rapidly expanding. However, IPO itself is not an exit for prospective investor(s) since present SEC regulations allow only offer for subscription in the IPO. Therefore, prospective investors would have to divest in the secondary market subject to lock-in provisions mentioned in Section 12.5 (vi) of Information Memorandum. The probable timeframe for the IPO can be mutually agreed between ANL/present shareholders and potential private equity investors. Based on projected financial statements ANL has a plan to go for IPO within the one year time after completion of Raising Capital through Private Placement. Offering The placement ANL will place among selected investors 12,000,000 ordinary shares of BDT 10/- each at an issue price of BDT 25/- each inclusive a premium of BDT 15/- each and ANL has obtained consent from BSEC in this regard. Objectives of Placement The main objective of the placement it to raise proceeds through placement and use it for Loan refund including interest, Land development, Repayment of lease finance and Initial Investment for IT Intelligent building. Allotment of Shares The shares will be placed through the Manger to the Issue, LankaBangla Investments Limited, amongst selected investors through a Private Placement. Shares will be allotted at the discretion of the Management of the company. Listing Undertaking The Company has a plan to go for IPO within one year time after completion of Raising Additional Capital through Private Placement. Information Memorandum I 15 I

19 Capacity Enhancement Plan New Revenue Wings - Collocation/Data Center Facilities ANL is recognized as a pioneer in the development of Value Based Services in Bangladesh to push forward the frontiers of broadband technology relentlessly. In keeping with its drive towards total integration, ANL introduces telco-class internet Data Centers Solutions. Service Offerings ANL provides the core data center infrastructure and services to maintain industry-class facilities and support for our Collocation customers. In addition, ANL s Managed Collocation offerings allow customers to select the independent services required to support their critical applications everything from managed Internet access and data backup, such as usage based tape and SAN services, to security services ranging from firewall and intrusion prevention to advanced offerings such as twofactor authentication and content filtering. Assumptions Revenue generation: From July 2017 Estimated revenue: 3.96 million (full year) Revenue growth: 15-20% in every year Gross profit margin: 50% New Revenue Wings - Intelligent Buildings Intelligent Buildings: The Power of Intelligence Leverages the power of building automation and IP connectivity to monitor, control, rectify and repair equipment/systems remotely over the Internet/intranet/private networks. Allows the customer to view real-time operations and gives early warnings and signals that equipment/systems are about to experience a problem/error. Provides a comprehensive view into all assets to optimize their functions effectively, enhances performance efficiencies, reduce costs and generates maximum value from respective deployments. An Opportunity to Save This is the power to gain intelligence through building automation which translates into one very important benefit: savings. By integrating and automating the control of all the systems in any building, or even just the mechanical systems, one can reduce design and building costs, lower energy costs, and increase system efficiency and tenant satisfaction. It also extends the life of the building and decreases possible emergency costs. This is all achieved by measuring, monitoring and maintaining the entire building systems through one integrated and intelligent solution. Furthermore, intelligent buildings are inherently green. Smart Systems. Brilliant Results. When the building is intelligent, it drives cost out of business and increases efficiencies. It also enhances operational capacities and abilities for both owners and property managers Assumptions Revenue generation: From January 2018 Estimated revenue: million Gross profit margin: 78% Information Memorandum I 16 I

20 New Revenue Wings Office Suite aamra networks limited (ANL) offers Virtual Office Suite which is a complete office solution, offering private and shared furnished offices. This rented office includes Internet access, phone and voice mail services, and access to meeting rooms. It also provides clerical support and makes available the business services that will allow anyone to devote all the time and attention to the business. There will be numerous facilities available to support a growing business. The shared office staffs and classy, affordable virtual office suite will be ready to be offered in lease terms. Intelligent Office will give a customer s business a desirable and virtual business address. This virtual business address will reflect customer s company name. It is a smart, affordable way to establish a business' presence in another country/city. Offsite project teams, mobile consultants, and businesses that need professional and flexible shared offices for a short time or long-term basis will find that this suite s business addresses meet their office space needs, precisely. Assumptions Revenue generation: From July 2017 Estimated revenue: million (full year) Revenue growth: 15-20% in every year Gross profit margin: 55% New Revenue Wings NTTN Operations BTRC, in 2009 issued multiple licenses for NTTN operations in Bangladesh. In this light, aamra networks limited wishes to acquire NTTN license from BTRC and start offering underground cabling facilities to its customers. In this project, ANL will lease out already laid nationwide network of City Cell for a period of 15 years. ANL has over 900 customers who will directly and immediately be connected through this expanded network coverage system. Additionally, ANL will resale the network facility to other interested parties (service providers) and corporate entities who require intercompany connectivity in multiple locations throughout the country. Currently, ANL leases around monthly BDT 1.5 million worth of network connectivity from the NTTN and Telco service providers. By taking in the license and starting this operation, ANL will save 90% of this monthly expenditure and by selling remaining capacity make additional revenue. Once the ANL NTTN operation is completely set up in the country, it will be providing a very highspeed broadband internet service to the people and is likely to open up many possibilities and services like Telecommunication operators, ISPs, cable TV operators. Assumptions Revenue generation: From July 2015 Estimated revenue: million (full year) Revenue growth: 10% in every year Gross profit margin: 75% Information Memorandum I 17 I

21 Projected Financial Statements (Post Private Placement & IPO) Statement Financial Position Particulars DEC - '2020 DEC - '2019 DEC- '2018 DEC - '2017 DEC- '2016 DEC- '2015 DEC- '2014 FIXED ASSETS: 1,391,363,185 1,422,315,530 1,753,141,237 1,169,812, ,968, ,878, ,235,808 CURRENT ASSETS: 1,299,932, ,987,067 1,218,227,663 1,456,802, ,888, ,707, ,451,649 Cash & Bank Balance 984,237, ,437, ,935,078 1,235,096, ,960, ,098, ,004,595 Accounts Receivable 187,419, ,442, ,275, ,035, ,937,000 98,705,000 87,100,000 Advance & Prepayments 74,298,996 70,760,948 67,391,379 64,182,266 61,125,968 58,215,207 55,443,054 Inventory 53,976,835 48,346,274 34,626,040 30,488,430 26,864,880 23,689,200 20,904,000 TOTAL ASSETS 2,691,295,704 2,357,302,597 2,971,368,900 2,626,615,667 1,348,857,388 1,236,585, ,687,458 EQUITY: 2,540,764,597 2,212,413,485 1,907,920,841 1,783,872,104 1,242,694,692 1,134,447, ,599,565 Share Capital 500,000, ,000, ,000, ,000, ,000, ,000, ,000,000 Share Premium 360,000, ,000, ,000, ,000, ,000, ,000, ,000,000 Retain Earnings 1,680,764,597 1,352,413,485 1,047,920, ,872, ,694, ,447, ,599,565 CURRENT LIABILITIES: 150,531, ,889,112 1,063,448, ,743, ,162, ,138,311 99,087,893 Accounts Payable 37,799,113 35,999,155 34,284,910 32,652,295 31,097,424 29,616,594 28,206,280 Short Term Loan 52,584,126 52,584,126 52,584,126 52,584,126 52,584,126 52,584,126 52,584,126 Advance Against Floor Sale ,000, ,000, Liabilities For Other Finances 12,982,340 11,802,127 10,729,206 9,753,824 8,867,113 8,061,012 7,328,192 Liabilities for Expenses 5,681,641 5,165,128 4,695,571 4,268,701 3,880,637 3,527,852 3,207,138 Provision For Income Tax 41,483,887 39,338,576 11,154, ,484,617 9,733,396 8,348,727 7,762,157 LONG TERM LIABILITIES: TOTAL EQUITY AND LIABILITIES 2,691,295,704 2,357,302,597 2,971,368,900 2,626,615,667 1,348,857,388 1,236,585, ,687,458 Information Memorandum I 18 I

22 Statement of Comprehensive Income Particulars NET REVENUE 1,626,006,232 1,467,191,143 1,033,908, ,037, ,959, ,026, ,788,437 LESS: COGS 966,879, ,198, ,001, ,589, ,853, ,794, ,276,470 GROSS PROFIT 659,126, ,992, ,906, ,447, ,105, ,231, ,511,967 LESS: ADMIN EXPENSES 293,689, ,948, ,962, ,587, ,533, ,103, ,200,182 OPERATING PROFIT 365,436, ,044, ,944, ,859, ,572,305 99,128, ,311,785 LESS: FINANCIAL EXPENSES 958, , , , , ,142 15,541,038 PROFIT BEFORE OTHER INCOME 364,477, ,172, ,152, ,139, ,917,649 98,533,292 91,770,746 OTHER INCOME /(LOSS) 5,357,049 4,658,303 4,050,698 3,522,347 3,062,910 2,663,400 2,316,000 OTHER INCOME (INCOME FROM SALE OF SPACE) ,000, PROFIT BEFORE TAX 369,834, ,831, ,202, ,662, ,980, ,196,692 94,086,746 LESS:PROVISION FOR TAX 41,483,887 39,338,576 11,154, ,484,617 9,733,396 8,348,727 7,762,157 NET PROFIT AFTER TAX 328,351, ,492, ,048, ,177, ,247,162 92,847,965 86,324,590 Information Memorandum I 19 I

23 Assumptions of Projected Financial Statement (Post Private Placement and IPO) Assumption for Balance Sheet Particulars Fixed Asset Accounts Receivable Advance & Prepayments Inventory Accounts Payable Liabilities for Expenses Liabilities for Other Expenses As per depreciation schedule 1.5 month gross revenue 5% increase from last year balance 3% of Gross revenue 5% increase from last year balance 10% increase from last year balance 10% increase from last year balance Assumptions for Income Statement Particulars 1. Revenue Growth for existing product: Internet access 10%, IT Support & Software maintenance 20%, IPLC & NPLC 10%, Equipment sale & installation 10%, application 20% in every year New product : NTTN revenue will be generated from January'15 and in second Qtr. Of 2016 utilization will be 100%. 10 % revenue will be increased in every year from 2017 Rental Income from IT intelligent building will be generated from January'18. Rent will be Tk. 50 per Sqft (Rentable space 175,000 Sqft) Income from value added service of IT intelligent building will be Tk. 40 per Sqft and cost against this revenue will be Tk. 20 per Sqft. ( Space 175,000 Sqft) Income from Data centre and office suit will be generated from July' % revenue growth estimated 2. Variable COGS Variable COGS following % of respective revenue: Internet access 75%, IT Support & Software maintenance 10%, IPLC & NPLC 30%, Equipment sale & installation 80%, application 25%, Data centre& office suite 45%,Value added service of IT intelligent building 50% 3. Fixed COGS : 20% of increment of all fixed COGS expenses estimated 4. Administrative expenses : 10% increment of all administrative expenses estimated Depreciation estimated as per schedule Projected Revenue Mix in % 15% 9% 7% 46% Internet Access IT Support & Software Maintenance IPLC & NPLC 13% 9% Equipment Sale & Installation Data Centre & Office suite Information Memorandum I 20 I

24 CONTACT INFORMATION Dhaka Office: LankaBangla Investments Limited Level - 21 of Eunoos Trade Centre Dilkusha C / A, Dhaka 1000 Phone: , , Fax: , &