Energizing today for an efficient tomorrow

Table of Contents

03 05 07 08 09 10 11 12 13 15 17 19 23 24 47

Notice of the 5th Annual General Meeting

Letter of Transmittal

At a Glance

Milestone of GBB Power Limited

Management Information

Secretariat

Committee of the Board & Management

Management & Executives

Photo Gallery

Engineers are inspecting the Machine with Foreign Experts

Transformer

Engineers with Foreign Experts

Gen Sets

Engineers are busy in Transformer Testing

Radiator System

Photo Gallery

The Dhaka Stock Exchange (DSE) Listing Agreement Signing Ceremony

Meeting at DSE

Signing of the Agreement

Handing Over the Agreement

Handing over the Crest

Ringing the Bell to start the Trading

Chairman's Statement

Dear Shareholders, I extend a very warm welcome to all of you in this 5th Annual General Meeting of the Company. It gives me a great pleasure to share with you the highlights of the operations of your Company during the financial year ended December 31, 2011. Your Company has steadily grown with remarkable consistency over last three years and remains committed to "responsible growth". It has focused on producing clean power by implementing eco-friendly technologies, reducing carbon foot print to the best extend possible in terms of global initiatives to combat climate change. It has always strived for creating sustainable livelihood for communities adjacent to its locations. Your Company has been able to achieve many milestones with its pioneering operational procedures and motivated team with a proclivity for trendsetting. In 2011, another strong year of operations enabled us to turn in good financial results. Our revenues from continuing operations increased approximately BDT 23.35 million or 5.4% from 2010. These results illustrate once again our ability to deliver sound financial results, in difficult economies as well as during boom times. As much as we focus on operations we never lose sight of one of our primary goals, which is to enhance shareholders value. We remain committed to returning to shareholders capital that is not needed for imminent investment. You know that present Board was elected in the 4th Annual General Meeting. Moreover, recognizing the importance of transparency and accountability in running the affairs of the Company, the management of the Company ensures that all decisions are made through proper discussion in appropriate forums. Management team is working under guidelines of the board in order to maintain the generation capacity of the Company at all time. We expect the Company will be able to make good profit by continuing power generation and to contribute more towards the economy of the country. I am excited at the future of our Company which provides much needed electricity every year to our motherland. I hope to see you next year and each year, to be able to announce greater achievements of your Company, GBB Power Limited.

Chairman GBB Power Limited

Directors Report Bismillahir Rahamanir Rahim Dear Shareholders, Assalamu Alaikum, On behalf of the Board of Directors of GBB Power Ltd. (GBBPL), I have the pleasure to welcome you all to the 5th Annual General Meeting of the company. We are pleased to submit before you the operational activities and Audited Financial Statements of the company for the year ended December 31, 2011 as approved by the Board of Directors. The Directors Report is prepared in compliance with Section 184 of the Companies Act 1994 and regulations of the Institute of Chartered Accountants of Bangladesh (ICAB). Background: Electricity is the major source of power for most of the economic activities in the country and demand for that is increasing at a very high rate every day. The present Govt. has been desperately trying to mitigate the crisis. Your company, GBBPL, being one of the pioneers of the private power sector, has been successfully supplying 20 +/- 10% MW to the Grid from its Bogra plant since its inception in June 2008. Business Activities and Contribution to the National Economy: The sole activity of GBBPL is to generate electricity from its Bogra Power Plant, run on 6 units of Natural gas fired brand new MWM (formerly Deutz) generator sets of Germany, and to deliver the output to Power Grid Company of Bangladesh Ltd., (PGCB), a subsidiary of Bangladesh Power Development Board (BPDB). In the year 2011, the company exported approximately 164.05 million Kwh of electricity and earned total revenue of Tk. 457.76 million against Tk. 434.41 million in 2010 - an increase of 5.4% in revenue. The company intends to increase power generation and enhance its contribution to national economy in the years to come. The company has been paying 4% tax deducted at source and contributed Tk.13.27 million to the national exchequer in 2011.

Financial Results: The companys financial results for the year ended December 31, 2011 with the recommendation for appropriation are as follows: Particulars Amount in million Taka Net profit for the year 2011 Profit brought forward Profit available for appropriation Capital redemption reserve Appropriations: Proposed Dividends (% stock dividend) Transferred to retained earning Net Asset Value (NAV) Per Share Earnings per Share (EPS) Net Operation Cash Flow Per share 78.33 7.33 85.66 100.00 cash @5% and bonus share 25% 85.66 25.09 2.57 2.59

Our outstanding syndicated term loan has been paid off in full before the 5th Annual General Meeting of Tk.768.195 million. So the company is now entirely owned by the shareholders of GBB Power Limited.

Dividend: The Board of Directors has recommended cash @5% and bonus share @ 25% as dividend for the year ended December 31, 2011. Directors of the Company: Name of Directors 01. 02. 03. 04. 05. 06. Mr. Sk. Md. Rafiqul Islam Mr. Engr. Fauzul Akbar Mr. M Taifur Hossain Mr. Mohammed Shahbuddin Mrs. Rezina Akbar Mrs. Shamim Ara Islam

Board of Directors Meeting

& Attendance:

During the year ended December 31, 2011, the Board of Directors held 10 (Ten) meetings. Name of the Directors and the number of meetings attended by each are given below: Name of Directors Attended

Mr. Sk. Md. Rafiqul Islam 10 Mr. Engr. Fauzul Akbar 10 Mr. M Taifur Hossain 10 Mr. Mohammed Shahbuddin 8 Mrs. Rezina Akbar 10 Mrs. Shamim Ara Islam 10 The Director who could not attend the meetings was granted leave of absence. Directors Election & Re-appointment: In accordance with the provisions of Article-111, Article 112 and Aritcle-113 of the Articles of Association Mrs. Rezina Akbar and Mrs. Shamim Ara Islam shall retire at the 5th Annual General Meeting by rotation and, being eligible, offer themselves for re-election. Auditors: The present auditors M/s. Saha Majumder & Co., Chartered Accountants will retire at this Annual General Meeting and being eligible, offered themselves for re-appointment as auditors for the year 2012. Business Expansion: Your company has been looking for opportunity to expand the operational capacity to add value to the Shareholders. In this connection, we intend to conduct negotiations with BPDB to increase the existing capacity and to install new plants in different locations of the country for which steps are underway. Insurance Coverage: The company has comprehensive insurance covering all risks package including Fire, Machinery Breakdown, Business Interruption and Third Party Liability etc. Human Resource Management: The company has in its pay-roll 10 graduate engineers, 9 diploma engineers 3 technicians and supervisors. The CEO is a Mechanical Engineer from BUET (1975) who retired as Additional Director General, Directorate of Food, GOB. The plant is headed by our Senior Vice President who is also a retired GM of PGCB and B.Sc. Engr. (E) from BUET (1972). The Secretary of the Board is an Associate Chartered Secretary & an Associate Chartered Accountant. The Plant In-charge (DGM) is a senior Electrical Engineer with 14 years of experience in power generation. The head of Mechanical Division is an engineer with ex-Navy & Singapore Shipyard background of 32 years experience. The head of Electrical Division is an engineer with background of 7 years experience. Your company recognizes that manpower is the most important resource and key to success of the organization. To develop and equip the employees with key skills, the company places great emphasis on the development of its manpower and hence substantial in-service trainings are provided at outside training institutes for updating their knowledge on the respective functional areas. In addition, we also train interns, apprentice engineers and technicians. Acknowledgement: Your Board of Directors would like to place on record its deep gratitude to the honorable shareholders for their cooperation and support towards the business of the company. Your faith in us enables us to move forward. The Board would like to express their grateful appreciation for the whole hearted support, cooperation and guidance extended by the Bangladesh Power Development Board, the only customer of the company. The Board also expresses their thanks to the Syndicate of Banks and Financial Institutions, PGCL and PGCB for their extensive support and cooperation. The Directors also wish to express their thanks to the employees of the company at all levels for their team spirit, hard work and dedicated services towards the growth and progress of the company. We look forward to a better future. On behalf of the Board of Directors,

Engr. Fauzul Akbar Managing Director Dated 24-07-2012

AUDITORS REPORT TO THE SHAREHOLDERS OF GBB POWER LIMITED We have audited the accompanying financial statements of GBB POWER LIMITED, which comprise the statement of financial position as at 31 December 2011, and the 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 information. 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 (BFRS), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting Standards (BFRS), give a true and fair view of the state of the companys affairs as at 31 December 2011 and the results of its operations and cash flows for the year then ended and comply with the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations. We also report that: a) b) c) d) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof; 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; The statement of financial position and statement of comprehensive income dealt with by the report are in agreement with the books of account and returns; and The expenditure incurred was for the purposes of the companys business.

GBB POWER LIMITED House # 7, Road # 4, Dhanmondi R/A, Dhaka-1205 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011 (Amount in Taka) PARTICULARS NET ASSETS : Non-Current Assets Tangible Fixed Assets (Net Block) Leasehold Land Development Investment at Cost Current Assets, Loan & Advances Inventories Advance, Deposit & Prepayments (Considered Good) Sundry Debtors (Considered Good) Cash and Cash Equivalents Current Liabilities and Provisions Sundry Creditors Accrued Expenses Workers Profit Participation and Welfare Fund Provision for Tax Bank Loan Net Current Assets Tk. FINANCED BY : Shareholders Equity Share Capital Share Premium Share Money Deposits Retained Earnings Capital Redeemption Reserve Long Term Liabilities: Long Term Loan (Secured) 33.00 Tk. Net Assets Value (NAV) Per Share The accounting policies and other notes from 01 to 44 form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 25.04.12 and signed on its behalf by : 768,195,850 1,533,451,014 25.09 883,162,471 1,570,088,200 22.52 30.00 31.00 32.00 28.00 29.00 765,255,164 304,999,900 270,000,000 4,594,619 85,660,645 100,000,000 686,925,729 304,999,900 270,000,000 4,594,619 7,331,210 100,000,000 27.00 24.00 25.00 26.00 20.00 21.00 22.00 23.00 17.00 18.00 19.00 1,329,589,758 1,321,006,916 8,582,842 273,627,799 34,268,049 71,199,643 158,280,622 9,879,485 69,766,543 29,803,800 9,722,539 8,590,883 2,802,344 18,846,977 203,861,256 1,533,451,014 326,882,202 20,207,289 68,966,302 107,276,877 130,431,734 38,312,617 16,998,271 2,449,870 4,320,790 1,100,423 13,443,263 288,569,585 1,570,088,200 1,281,518,614 1,272,183,990 9,334,624 NOTES 31 DEC 2011 31 DEC 2010

Managing Director

Director

Company Secretary

AUDITORS REPORT TO THE SHAREHOLDERS: This is the statement of financial position referred to in our report of even date. 21 Purana Paltan Line (4th & 7th Floor) Dhaka-1000. Dated : 25 April 2012

GBB POWER LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2011. (Amount in Taka) PARTICULARS TURNOVER COST OF ENERGY SOLD GROSS PROFIT Administrative, Financial & Other Expenses Administrative Expenses Financial Expenses Other Expenses NET PROFIT BEFORE OTHER INCOME OTHER INCOME Capital Gain on Sale of Investment in VERL Interest on Short Notice Deposit Accounts Other Income NET PROFIT BEFORE CHARGING INCOME TAX Contribution to WPP & Welfare Fund NET PROFIT BEFORE INCOME TAX AFTER W.P.P. & W.F PROVISION FOR TAX Provision for Tax on Capital Gain Provision for Tax on SND & FDR Provision for Tax on Other Income Provision for Tax on Gratuity and Annual Leave NET PROFIT BEFORE CHARGING PREFERENCE DIVIDEND Less: Dividend on Preference Share NET PROFIT AFTER CHARGING PREFERENCE DIVIDEND Profit Brought Forward Total Profit available for Appropriation Less: Transfer to Capital Redemption Reserve Profit Carried Forward Earnings Per Share (EPS) Weighted 39.00 38.00 37.00 3,374,104 1,503,905 85,401,873 4,270,094 81,131,779 2,802,344 906,520 563,964 1,331,859 78,329,436 78,329,436 7,331,210 85,660,645 85,660,645 2.57 36.00 NOTES 34.00 35.00 31 DEC 2011 457,763,769 231,360,098 226,403,671 145,879,807 18,346,940 114,201,051 13,331,816 80,523,864 4,878,009 31 DEC 2010 434,418,786 199,682,312 234,736,474 153,128,550 9,428,411 130,224,058 13,476,082 81,607,924 9,128,658 7,336,155 1,303,768 488,735 90,736,582 4,320,790 86,415,792 1,100,423 1,100,423 -

85,315,368.97 9,815,069 75,500,300 31,830,910 107,331,210 100,000,000 7,331,210 2.83

The accounting policies and other notes from 01 to 44 form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 25.04.12 and signed on its behalf by :

Managing Director AUDITORS REPORT TO THE SHAREHOLDERS :

Director

Company Secretary

This is the statement of comprehensive income referred to in our report of even date. 21 Purana Paltan Line (4th & 7th Floor)

Dhaka-1000. Dated : 25 April 2012

GBB POWER LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2011. (Amount in Taka) PARTICULARS Cash Flows from Operating Activities Collections from Turnover Payment for Cost and Expenses Income Tax Deducted at Source 419,786,421 (327,494,754) (13,272,708) 79,018,959 Cash Flows from Investing Activities Tangible Fixed Asset Acquired Disposal of Investments of VERL (116,058,512) (116,058,512) Cash Flows from Financing Activities Cash Credit and Other short term loan Long Term Loan Received/ (Payment) Ordinary Share Capital Ordinary Share Premium Redeemable Preference Share Share Money Deposits Dividend Paid on Preference Share 31,453,926 (114,966,621) (83,512,695) Increase/(Decrease) in Cash and Cash Equivalent Cash and Cash Equivalents at Opening Cash and Cash Equivalents at Closing Net Operating Cash Flow Per Share Tk. (120,552,248) 130,431,734 9,879,486 2.59 18,206,346 (100,598,606) 45,000,000 270,000,000 (100,000,000) 4,531,800 (27,065,069) 110,074,471 120,782,950 9,648,784 130,431,734 2.27 (92,361,759) 33,850,000 (58,511,759) 424,482,708 (337,885,679) (17,376,791) 69,220,238 31 DEC 2011 31 DEC 2010

The accounting policies and other notes from 01 to 44 form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 25.04.12 and signed on its behalf by:

Managing Director

Director

Company Secretary

AUDITORS REPORT TO THE SHAREHOLDERS: This is the statements of cash flows referred to in our report of even date. 21 Purana Paltan Line (4th & 7th Floor)

Dhaka-1000. Dated : 25 April 2012

GBB POWER LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2011. (Amount in Taka) ORDINARY SHARE CAPITAL TAKA 304,999,900 304,999,900 REDEEMABLE PREFERENCE SHARE CAPITAL TAKA ORDINARY SHARE PREMIUM SHARE MONEY DEPOSITS TAKA RETAINED EARNINGS TAKA CAPITAL REDEMPTION RESERVE TAKA 100,000,000 100,000,000

PARTICULARS

TOTAL TAKA

1st January 2011 Net Profit for the year-2011 31st Dec 2011

270,000,000 270,000,000

4,594,619 4,594,619

7,331,210 78,329,436 85,660,645

686,925,729 78,329,436 765,255,164

1st January 2010 Redemption during the period Share Money Deposit ** Net Profit for the year-2010 Ordinary Share Share Premium Capital Redemption Reserve 31st Dec 2010

259,999,900 45,000,000 -

100,000,000 (100,000,000) -

270,000,000

4,354,029 4,531,800 (613,030) (3,678,180) 4,594,619

31,830,910 75,500,300 -

396,184,839 (100,000,000) 4,531,800 75,500,300 44,386,970 266,321,820 686,925,729

(100,000,000) 7,331,210

100,000,000 100,000,000

304,999,900

270,000,000

** Mr. Dr. Mustafizur Rahman and M. Taifur Hossain deposited share money Tk. 4,291,210 and Tk. 240,590 respectively during the year. The accounting policies and other notes from 01 to 44 form an integral part of the financial statements.The financial statements were authorised for issue by the Board of Directors on 25.04.12 and signed on its behalf by :

Managing Director AUDITORS REPORT TO THE SHAREHOLDERS :

Director

Company Secretary

This is the statement of changes in equity referred to in our report of even date. 21 Purana Paltan Line (4th & 7th Floor) Dhaka-1000. Dated : 25 April 2012

GBB POWER LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2011 FORMING AN INTEGRAL PART OF THE FINANCIAL STATEMENTS A. Compliance with the requirements of notification of the Securities and Exchange Commission dated 04.06.2008 under reference # SEC/CMMRPC/2008-181/53/Adm/03/28. 1. 2. 3. Notes to the financial statements marked from C-1 to C-16 outlining the policies are unambiguous with respect to the reporting framework on which the accounting policies are based. The accounting policies on all material areas have been stated clearly in the notes marked from C-1 to C-16. The accounting standards that underpin the policies adopted by the company can be found in the following places of the notes to the financial statements: SL. No. 01. 02. 03. 04. 05. 06. 07. 08. 09. 10. 11. 12. 13. 4. Applicable Accounting Standards IAS/BAS - 1 IAS/BAS - 2 IAS/BAS - 7 IAS/BAS 10 IAS/BAS 12 IAS/BAS 16 IAS/BAS 18 IAS/BAS 19 IAS/BAS 21 IAS/BAS 24 IAS/BAS 33 IAS/BAS 36 IAS/BAS 37 Note reference 4.00 6.00 7.00 & 8.00 44.00 9.00 5.00 10.00 14.00 11.00 16.02 12.00 13.00 42.00

The financial statements are in compliance with the Bangladesh Financial Reporting Standards (BFRS) which are adapted from the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). AND

5. B.

The Standards and reporting framework used in the financial statements do not differ from IFRS (BFRS).

Legal status and nature of the company Disclosure under IAS 1 as adopted by The Institute of Chartered Accountants of Bangladesh as BAS 1 Presentation of Financial Statements Domicile, Legal Form and Country of Incorporation The Company was incorporated on 17th October 2006 as a private company limited by shares and by a resolution passed on 26 February 2008. It was converted into a public company limited by shares. The company implemented the Joint Venture Agreement executed between GBB Limited and Caladonian Power Limited and has done all that was necessary as per notification of award of Supply Installation and Putting in Commercial Operation of 20MW +/- 10% Trailer/ Skid Mounted Power Plant at Bogra on rental basis for a tenure of 15 year Project issued by Bangladesh Power Development Board vide Memo No. 108-BPDB (CS.)/(Contract)/Bogra Rental /06 dated 03.08.2006 and 15.08.2006 respectively.

The company has installed and utilized the following capacity: Licensed Capacity by BERC (Net) 22.80 MW Capacity Rented 21.6533MW (93.09%) Saleable Rental Capacity by PPA (Net) 20 (+/-) 10% MW Installed Capacity 23.26 MW (100%) Commissioned Capacity 19.38 MW (Up to 16/07/09) and 23.26 MW after 17/07/09 Total Electricity Sold 33 KV (Net) 164,050 MWH (95.14%)

Total Electricity Generated 11KV (Gross) 172,423 MWH (100%)

Address of Registered Office and Principal Place of Business The principal place of business is the registered office at Momtaz Plaza (5th Floor), House # 07, Road # 04, Dhanmondi R/A, Dhaka-1205 and the plant is located at Bogra. Principal Activities and Nature of Operations Supply Installation and putting in commercial operation of 20MW +/- 10% Trailer/ Skid Mounted Power Plant. Number of Employees On the payroll of the Company, there were 27 officers, 31 staff and workers /technicians apart from many casual / contract technicians /workers. Taka i) 57 Staff / Officers / Employees drew yearly salary & allowances of Tk. 36,000 or more 16,564,605 ii) 1 Staff / Officers / Technicians and many other casual workers drew yearly salary / wages & allowances less than Tk. 36,000 13,800 58 16,578,405 C. 1.00 Significant Accounting Policies-Disclosures Compliance with International Accounting Standards (IASs) The financial statements have been prepared in compliance with requirements of IASs as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) and applicable in Bangladesh. 2.00 Compliance with local Laws The financial statements have been prepared in compliance with requirements of the Companies Act, 1994, the Securities and Exchange Rules, 1987 and other relevant local laws and rules, including compliance with Income Tax Ordinance 1984, Income Tax Rules 1984, VAT Act 1991 and VAT Rules 1991. 3.00 Measurement Bases used in preparing the financial statements. The elements of financial statements have been measured on Historical Cost basis, which is one of the most commonly adopted bases as provided in the frame-work for the preparation and presentation of financial statements Issued by the International Accounting Standards Committee (IASC).

4.00

Components of the financial statements According to the International Accounting Standard (IAS) 1 as adopted by ICAB as BAS 1 Presentation of Financial Statements, the complete set of financial statements includes the following components: (i) (ii) (iii) (iv) (v) Statement of financial position (Balance Sheet) as at 31 December 2011; Statement of comprehensive income (Profit & Loss Account or Income Statement) for the year 31 December 2011; Statement of changes in equity for the year 31 December 2011; Statement of cash flows for the year 31 December 2011; and Accounting policies and explanatory notes.

5.00

Specific accounting policies selected and applied for significant transactions and events. Recognition of Property, Plant & Equipment and Depreciation. Property, Plant and Equipment are stated at their cost less accumulated depreciation in accordance with IAS 16 as adopted by ICAB as BAS 16 "Property, Plant and Equipment. Cost represents cost of acquisition or construction and capitalization of pre-production expenditure including interest during construction periods. Half years depreciation has been charged on additions irrespective of date when the related assets are put into use. Depreciation on all other fixed assets is computed using the diminishing balance method in amounts sufficient to write off depreciable assets over their estimated useful economic lives. Expenditure of maintenance and repairs are expensed; major replacements, renewals and betterments are capitalized. The depreciation rates applicable to the principal categories are: Building and Premises .... .... .... .... .... .... .... ... ... .... .... .... .... ..... Plant and Machinery .... .... .... .... .... .... .... .... .... .... ... .... .... ... ... Tools & Equipment .... .... .... .... .... .... .... .... .... .... ....... .... .... .... Furniture & Fixtures ..... .... .... .... .... .... .... .... .... ... ... .... .... ....... Fabrication Work ..... .... .... .... .... .... .... .... .... ... ... .... .... ......... Shuttering Materials .... .... .... .... .... .... .... .... .... ... ... .... .... ....... Office Equipment .... .... .... .... .... .... .... .... .... ... ... .... .... .... ..... Office Car .... .... .... .... .... .... .... .... .... ... ... .... .... .... .... .... .. 5% 5% 5% 20% 5% 20% 20% 20%

The rent on leasehold land is being recognized as revenue expenses year to year, leasehold land development has been shown under separate head. Please see Note 18.00 hereinafter. 6.00 Inventories Inventories comprise mainly of Lubricants, spare parts, consumable etc. They are stated at the lower of cost and net realizable value on consistent basis in accordance with IAS 2 as adopted by ICAB as BAS 2 Inventories. Net realizable value is based on estimated selling price less any further costs expected to be incurred for completion and disposal. 7.00 Cash and Cash Equivalents According to IAS 7 as adopted by ICAB as BAS 7 Statement of cash flows, cash comprises cash in hand and demand deposit and cash equivalents are short term, highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. IAS 1 as adopted by ICAB as BAS 1 Presentation of Financial Statements also provides that cash and cash equivalents are those which have no restriction in use considering the provision of IAS 7 and IAS 1. Cash in hand and bank balances have been considered as cash and cash equivalents.

8.00

Statement of Cash Flows Statement of cash flows is prepared principally in accordance with IAS 7 as adopted by ICAB as BAS 7 Statement of Cash Flows and the cash flow from the operating activities have been presented under direct method as prescribed by the Securities and Exchange Rules, 1987 and considering the provision of paragraph 19 of IAS 7 which provides that enterprises are encouraged to report cash flow from operating activities using the direct method Taxation Transactions relating to Income Tax have been disclosed in conventional manner. There appears no deferred tax liability arising out of taxable temporary differences as per BAS-12 for that the tax deducted at source by customer of Tk. 13,272,708 is the final liability u/s. 52 N of I.T Ordinance 1984 if the company is to pay tax which is dependent upon award of the Court as has been stated in Note-40.00.

9.00

10.00

Revenue Recognition Revenue arising from the sale of power at end of the each month is recognized when deliveries are made to National Grid of Bangladesh Power Development Board (BPDB) compliance with all the conditions for revenue recognition as provided in IAS 18 as adopted by ICAB as BAS 18 Revenue Recognition The contractual agreement with BPDB provides as under as per clause 13.3(a)(i): Invoice shall be on a monthly basis. Invoice shall be prepared by the company and submitted to BPDB no sooner then 7 (seven) days after the end of the month for which such invoice is applicable and shall show the due date of payment of the invoice to be 45(forty five) days after date of issuance of the relevant invoice. Such invoices shall present all information including schedule 9, 10 & 11 and calculation, any other information required by BPDB to confirm the consistency of the invoice with the provision of the section 13.3. BPDB shall pay to the company by A/C payee cheque or Pay Order or through Bank Transfer all amount due under this agreement, less any amount that are subject to dispute.

11.00

Foreign currency translation Transactions denominated in foreign currencies are translated into Bangladesh Taka and recorded at rates of exchange ruling on the date of transaction in accordance with IAS 21 as adopted by ICAB as BAS 21 The Effects of Changes in Foreign Currency Rates.

12.00

Earnings per Share (EPS) The company calculates Earnings per Share (EPS) in accordance with IAS 33 as adopted by ICAB as BAS 33 Earnings per Share which has been shown on the face of Comprehensive Income Statement and the computation of EPS is stated in Note -39.00. Basic Earnings This represents earnings for the period attributable to ordinary shareholders. As there was no preference dividend, minority interest to extra ordinary items, the net profit for the period has been considered as fully attributable to the ordinary shareholders. Basic Earnings per Share This has been calculated by dividing the basic earnings by the weighted average number of ordinary shares outstanding during the period. Diluted Earnings per Share No diluted EPS is required to be calculated for the period as there was no scope for dilution during the period under review. Impairment of assets As all assets of the company shown in the financial statements that are within the scope of BAS-36 are in physical existence and valued not more than their recoverable amount following International Accounting Standards adopted in Bangladesh, disclosures with regard to Impairment of Assets as per BAS-36 have not been considered necessary.

13.00

14.00

Employee Benefit Obligations The Company has declared following employees benefit plan: a) Annual leave with wage: Provision for implementation from the very beginning as per employee status in 2011. b) Gratuity: Provision for implementation from the very beginning as per employee status in 2011, this scheme is not recognised by NBR. c) Provident Fund: Although the benefit plan of contributory provident fund has been declared, this scheme is yet to be implemented upon recognition by NBR. d) Festival bonus is being paid year to year. e) Workers profit participation and welfare fund at 5% of net profit. It has been initiated from 2010.

15.00

Trade Creditors and Other Current Liabilities Liabilities are recognised for amount to be paid in the future for goods and services received, whether or not billed by the supplier.

16.00 16.01

Additional Information Responsibility for preparation and presentation of financial statements The Board of Directors is responsible for the preparation and presentation of financial statements under Section 183 of the Companies Act, 1994 and as per the provision of "the framework for the preparation and presentation of financial statements issued by the International Accounting Standards Committee (IASC).

16.02

Transactions with related parties / associated undertakings The company carried transactions with related parties in the arms length basis and there is no transaction during the period with related parties.

16.03

Risk and uncertainties for use of estimates in preparation of financial statements The preparation of financial statements in conformity with the International Accounting Standards requires management to make estimates and assumption that affect the report, amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the period reported. Actual results could differ from those estimates. Estimates are used for accounting of certain terms such as long term contracts, provision for doubtful accounts, depreciation and amortization, employees benefit plan, tax reserves and contingencies.

16.04

Reporting currency and level of precision The figures in the financial statements represent Bangladesh currency (Taka), which have been rounded off to the nearest integer.

16.05

Comparative information Comparative information have been disclosed in respect of the year 31 December 2010 for all numerical information in the financial statements and also the narrative and descriptive information when it is relevant for understanding the current periods financial statements. Turnover Turnover comprises energy sales of the company, excluding VAT, supplementary duty, etc. Commission No commission has been paid during the period under review.

16.06

16.07

16.08

Brokerage or discount The company did not pay any brokerage or discount during the period under review. Payment to Directors During the period the company has paid to its directors as follows: SL 1 2 3 4 5 6 Name Sk. Md. Rafiqul Islam Engr. Fauzul Akbar M. Taifur Hossain Mohammed Shahabudddin Mrs. Rezina Akbar Mrs. Shamim Ara Islam Total Designation Chairman Managing Director Additional Director Managing Remuneration (BDT) 1,800,000 3,600,000 2,100,000 7,500,000 Festival Bonus (BDT) 180,000 360,000 210,000 750,000 Total (BDT) 1,980,000 3,960,000 2,310,000 8,250,000

16.09

The directors were not paid for any other facilities from the company. 16.10 Miscellaneous Expenses Miscellaneous expenses do not include any item exceeding 1% of total revenue. 16.11 Credit facility There were no general credit facilities other than those are stated in Note-34.00 available to the company under any contract to be availed of at the Financial Position date. 16.12 16.13 Leases Lease rentals against assets acquisition have been expensed as they incurred. Acknowledgement of claims There was no claim against the company acknowledged as debt as on 31 December 2011. 16.14 16.15 Going concern There is no significant doubt upon the companys ability to continue as a going concern. Reporting Period Financial statements of the company cover one financial period from 01 January to 31 December 2011. 16.16 16.17 Rearrange of figure Comparative figures have been rearranged, if necessary. Loans, advances and deposits This is considered good and collectible and therefore, no amount was written off as bad debt and no debt was considered doubtful to provide for.

17.00

TANGIBLE FIXED ASSETS: TK. 1,321,006,916 The figures have been arrived at as under: 31 DEC 2011 Cost as per last account Add : Additions during the year Less : Accumulated Depreciation Written down value Details have been shown in Annexure-'01' LEASEHOLD LAND DEVELOPMENT: TK. 8,582,842 The figures have been arrived at as under: 31 DEC 2011 9,334,624 751,782 8,582,842 31 DEC 2010 12,404,400 3,069,776 9,334,624 31 DEC 2010 26,513,845 7,336,155 33,850,000 (33,850,000) 1,419,178,589 116,058,512 1,535,237,101 214,230,185 1,321,006,916 31 DEC 2010 1,326,816,830 92,361,759 1,419,178,589 146,994,599 1,272,183,990

18.00

Balance as per last Account Less: Amortization during the Year 19.00 INVESTMENT AT COST: Tk. Nil The break-up of the above amount is as under : Investment in VERL as on 01.01.2010 Capital Gain Total Investment at realizable value Sales proceeds received Balance 20.00 INVENTORIES: TK.34,268,049 The break-up of the above amount is as under : Stock of Spare Parts Stock of Lubricants

31 DEC 2011 -

31 DEC 2011 25,944,356 8,323,693 34,268,049

31 DEC 2010 15,902,156 4,305,133 20,207,289

21.00

ADVANCE, DEPOSIT & PREPAYMENTS: TK.71,199,643 The break-up of the above amount is as under : 31 DEC. 2011 Below six months Other Advances (Note-22.01) Bank Gurantee Magin (Bank Asia Ltd) Fixed Deposit at bank Advance Income Tax Deducted at Source 82,297 13,182,457 7,262,291 20,527,045 Over six months 65,140 7,601,527 43,005,932 50,672,598 31 DEC. 2010 Below six months 20,315,725 9,097,576 29,413,301 Over six months 819,700 6,953,850 31,779,451 39,553,001

21.01

Other Advances: Tk. 147,437 The break-up of the above amount is as under : 31 DEC. 2011 Below six months Advance Rent (Office Rent) Advance to Staff (Against Salary) Jamuna Enterprise (C & F) Navana Limited (DM Water) NBC Group (Air Filter Supplier) PIL Bangladesh Ltd (Shipping Agents) Power Control Anan Enterprise (Spark Plug) 82,297 Over six months 65,140 31 DEC. 2010 Below six months 1,590,731 802,994 900,000 50,000 470,000 7,500,000 Over six months 261,700 225,000 66,000 182,000 -

Rafiqul Islam-Bogra (Civil Works) Ramzan Ali-Carrying (Loading/Unloading) Water Treatment Plant Kruger Ventilation Fan S Iron Mart (Mechanical Material Supply) Sarker Traders (Civil Works) Supreme Trade Corporation (Oil Filter) Tecno HVAC System Ltd (A/C, Duct & Vent) Trade International (Motor Works)

82,297

65,140

700,000 300,000 1,100,000 852,000 1,800,000 2,500,000 1,100,000 650,000 20,315,725

85,000 819,700

21.02

Fixed Deposit at Bank: Tk.13,182,457 31 DEC. 2011 The break-up of the above amount is as under : Bank Asia Ltd. ,Scotia Branch NCC Bank Ltd., Dhanmondi Branch Below six months 2,278,528 10,903,929 13,182,457 Over six months 31 DEC. 2010 Below six months Over six months -

22.00

SUNDRY DEBTORS: TK.158,280,622 The break-up of the above amount is as under : 31 DEC. 2011 Below six months Bangladesh Power Development Board Gas Utilization Services Ltd. MTH Enterprise (Engine Fillter etc.) Kaltimex Energy BD Pvt Ltd.(Radiator Motors) Central Depository Bangladesh Limited IDLC Finance Ltd Wartsila BD Ltd Galaxy Corporation Refundable Deposit Adex Corporation (Transformer) 108,775,848 500,000 2,000,000 615,000 70,000 21,827,369 Over six months 1,688,055 62,415 22,741,935 31 DEC. 2010 Below six months 70,798,500 530,000 1,688,055 5,500,000 3,943,263 4,000,000 13,452,969 20,817,059 Over six months 250,000 7,114,090

Liquidated Damage (Deducted at source while making payment of rent by BPDB.)

* 23.00

86,459,818 133,788,217 24,492,405 The matter is under mutual and amicable settlement and arbitration case has been withdrawn by GBB Power Ltd. CASH AND CASH EQUIVALENTS: TK. 9,879,485 The-break up of the above amount is as under : Cash in Hand at Head Office Cash in Hand at Branch Office Cash at Banks 31 DEC 2011 145,264 328,047 9,406,174 9,879,485

31 DEC 2010 55,392 896,899 129,479,443 130,431,734

23.01

CASH AT BANKs : Tk. 9,406,174 The break-up of the above amount is as under : AB Bank Ltd.-4006-757891-000 Bank Asia Ltd. A/C 00733003080 Bank Asia Ltd. A/C 00733003201 Bank Asia Ltd. A/C 00733003204 Bank Asia Ltd. A/C 00733003205 Dhaka Bank Ltd. A/C-205-100-7210 Shahjalal Islami Bank Ltd.A/C:400311100011741 Shahjalal Islami Bank Ltd. A/C:400313100001422 31 DEC 2011 1,088 596,381 5,125 40,835 3,253 929,558 7,829,935 9,406,174 31 DEC 2010 102,933 4,841,457 9,382,275 6,275 42,105 51,915 231,423 114,821,060 129,479,443

24.00

SUNDRY CREDITORS: TK.29,803,800 The break-up of the above amount is as under : Fuchs Lubricants Bangladesh Ltd. Pashchimanchal Gas Co. Ltd. Tax Deducted at Source (TDS) from salary ,suppliers, office rent etc.

31 DEC 2011 569,344 27,892,881 1,341,575 29,803,800

31 DEC 2010 760,551 15,840,278 397,442 16,998,271

25.00

ACCRUED EXPENSES: TK. 9,722,539 The break-up of the above amount is as under : Bank Agency Fee Payable (SL) Salary & Remuneration Employees Fringe Benefits (Annexure 2 & 3) Interest on Loan Office Rent Audit Fees 31 DEC 2011 1,535,250 3,572,805 4,201,724 50,000 32,760 330,000 9,722,539 31 DEC 2010 445,000 1,822,110 32,760 150,000 2,449,870

26.00

Workers Profit Participation and Welfare Fund Tk.8,590,883 The break-up of the above amount is as under : Opening Balance Contribution to WPP & Welfare Fund 5% on Net Profit 31 DEC 2011 4,320,790 4,270,094 8,590,883 31 DEC 2010 4,320,790 4,320,790

27.00

BANK LOAN : TK. 18,846,977 The break-up of the above amount is as under : Short Term Loan - OD IDLC Finance Limited Liability Against Goods in transit L/C#208411010611, dt, 28-11-2011 Of Bank Asia Ltd, Scotia Branch 31 DEC 2011 14,609,468 4,237,509 3,943,263 18,846,977 13,443,263 31 DEC 2010 9,500,000

28.00 28.01

Shareholders Equity: TK. 765,255,164 Authorized Capital: Tk. 1,000,000,000 The Company has an authorized capital of Tk. 1,000,000,000 divided into 80,000,000 Ordinary and 20,000,000 Preference Shares of Tk. 10 each.

29.00

SHARE CAPITAL: TK. 304,999,900 The break-up of the above amount is as under: 30,499,990 Ordinary Shares of taka 10 each 31 Dec 2011 304,999,900 31 Dec 2010 304,999,900

29.01

The percentage of shareholding by different categories of shareholders is as follows: No. of Holders 3 73 63 41 16 5 8 11 6 1 Less 501 5,001 10,001 20,001 30,001 40,001 50,001 100,001 1,000,001 than to to to to to to to to to Holdings 500 5,000 10,000 20,000 30,000 40,000 50,000 100,000 1,000,000 Over shares shares shares shares shares shares shares shares shares shares Total Holdings % 0.003 0.707 1.77 2.22 1.98 0.61 1.27 2.58 41.05 47.81 100.00

Total

29.02

Composition of the Ordinary Shareholders: 31 Dec 2011 Value of shares 145,815,900 57,621,400 54,346,500 2,091,100 25,000 25,000 25,000 613,030 25,000 2,5000 12,024,000 32,362,970 304,999,900 31 Dec 2010 Value of shares 145,815,900 57,621,400 54,346,500 2,091,100 25,000 25,000 25,000 613,030 25,000 2,5000 12,024,000 32,362,970 304,999,900

Sl. No. 01. 02 03 04 05 06 07 08 09 10 11 12 13 14 15

Particulars GBB Limited (Holding Company) Engr. Fauzul Akbar (Managing Directors) Sk. Md. Rafiqul Islam (Chairman) Mrs. Morziana Hasan M. Taifur Hossain (Additional Managing Directors) Mrs. Shamim Ara Islam (Director) Mrs. Rezina Akbar (Director) Engr. Mamun Haider Mrs. Asma Begum Dr. Mustafizur Rahman Diesel System Inc. Mrs. Rintia Rafique Mrs. Rafsana Rafique Institutions Others Total

No. of shares 14,581,590 5,762,140 5,434,650 209,110 2,500 2,500 2,500 61,303 2,500 2,500 1,202,400 3,236,297 30,499,990

% 47.81 18.89 17.82 0.69 0.01 0.01 0.01 0.20 0.01 0.01 3.94 10.61 100.00

No. of shares 14,581,590 5,762,140 5,434,650 209,110 2,500 2,500 2,500 61,303 2,500 2,500 1,202,400 3,236,297 30,499,990

% 47.81 18.89 17.82 0.69 0.01 0.01 0.01 0.20 0.01 0.01 3.94 10.61 100.00

30.00

SHARE MONEY DEPOSITS: TK. 4,594,619 The break-up of the above amount is as under: SL. NO. 01. 02. 03. 04. Name of Depositors Diesel System International -LLC Mrs. Morziana Hasan Dr. Mustafizur Rahman Mohammed Taifur Hossain Total:TK 31 Dec 2011 62,728 25 4,291,276 240,590 4,594,619 31 Dec 2010 62,728 25 4,291,276 240,590 4,594,619

31.00

RETAINED EARNINGS TK. 85,660,645 The break-up of the above amount is as under: Balance as per Statement of Comprehensive Income Less: Utilized for Redemption for Preference Share Balance

31 Dec 2011 85,660,645 85,660,645

31 Dec2010 107,331,210 100,000,000 7,331,210

32.00

CAPITAL REDEMPTION RESERVE TK. 100,000,000 As compliance with Companys Act, 1994, Section-154 (1) (c) the company has redeemed the full amount of Redeemable Preference Share Tk.10 (Ten) crore from Net Profit, Hence the company created the above Capital Redemption Reserve.

33.0

LONG TERM LOAN (SECURED): TK. 768,195,850 The break-up of the above amount is as under: 31 Dec 2011 Principal Amount of Syndicated Loan: Bank Asia Limited Trust Bank Limited Mutual Trust Limited Uttara Bank Limited Premier Bank Limited IFIC Bank Limited NCCBL Dhaka Bank Limited UCBL Bangladesh Commerce Bank Limited 101,475,206 125,232,250 44,136,250 84,599,154 40,719,957 84,491,692 59,180,550 42,221,092 126,831,044 42,289,611 751,176,806 Interest & Penalty Tk. The above Syndicated Loan are secured by, among others First charge on fixed and floating assets both present and future (by way of hypothecation) of GBB Power Ltd. on Personal guarantee of the Directors of the company, pledge of all share certificates of GBB Power Ltd., corporate guarantee of GBB Limited and Hypothecation of book debts and receivables. The loan carried 12.5% to 18% interest per annum. 17,019,044 768,195,850 31 Dec 2010 118,060,401 145,700,317 51,349,917 98,426,114 47,375,260 98,301,086 68,853,070 49,121,743 147,560,419 49,201,463 873,949,790 9,212,681 883,162,471

34.00

TURNOVER: Tk. 457,763,769 The break-up of the above amount is as under : Rental & Energy Sold*

31 DEC 2011 457,763,769

31 DEC 2010 434,418,786

*This turnover is from sale of energy to Bangladesh Power Development Board, through PGCB National Grid.

35.00

COST OF ENERGY SOLD: TK. 231,360,098 The break-up of the above amount is as under : Consumed Gas Bill Direct Expenses (Note-36.01) 31 DEC 2011 123,630,803 107,729,295 231,360,098 31 DEC 2010 101,382,677 98,299,635 199,682,312 31 DEC 2010 4,808,389 52,843 10,189,144 560,780 11,219,273 508,620 64,809,376 3,039,078 1,881,000 10,400 1,220,732 98,299,635

35.01

Direct Expenses: Tk. 107,729,295 The break up of the above amount is as under : Lubricants Consumed (Note-36.01.1) Direct Labour Charge Salary & Allowances Loading/unloading Charge Operating Expenses-Bogra Spare Parts (Note-36.01.2) Service Charge DM Water Water Treatment System Depreciation Expenses Amortization of leasehold land development cost Amortization of Preliminary Expenses Testing Expenses Repair & Maintenance 31 DEC 2011 7,375,820 500,000 12,685,616 747,750 15,423,537 35,000 904,550 260,000 66,563,231 744,264 5,700 2,483,827 107,729,295

35.01.1

Lubricant: Tk.7,375,820 The break-up of the above amount is as under : Opening Stock Add: Purchases Less: Closing Stock 31 DEC 2011 4,305,133 11,394,380 15,699,513 8,323,693 7,375,820 31 DEC 2010 2,089,136 7,024,386 9,113,522 4,305,133 4,808,389

35.01.2

Spare Parts : Tk.15,423,537 The break-up of the above amount is as under : Opening Stock Add: Purchase Less: Closing Stock 31 DEC 2011 15,902,156 25,465,737 41,367,893 25,944,356 15,423,537 31 DEC 2010 5,162,368 21,959,061 27,121,429 15,902,156 11,219,273

36.00

ADMINISTRATIVE, FINANCIAL & OTHER EXPENSES: TK. 145,879,807 The break-up of the above amount is as under : Administrative Expenses Financial Expenses Other Expenses 31 DEC 2011 18,346,940 114,201,051 13,331,816 145,879,807 31 DEC 2010 9,428,411 130,224,058 13,476,082 153,128,551 31 DEC 2010 2,796,148 317,671 4,770,000 160,000 68,332 73,517 7,816 300,000 22,657 180,000 23,617

36.01

Administrative Expenses: Tk. 18,346,940 The break-up of the above amount is as under : Salary & Allowances Employees Benefits (Note-37.01.01) Tours and Travelling Expenses Directors Remuneration Advertisting Annual General Meeting Electric Bill Medical Bill Expenses Office Maintenance Audit fee Wasa Bill Car Rental Expenses Courier Service

31 DEC 2011 3,892,789 4,201,724 8,267,500 20,000 146,415 74,522 330,000 30,916 703,200 -

Deprecition Expenses Amortization of leasehold land development cost Amortization of Preliminary Expenses Miscellaneous

672,356 7,518 18,346,940 31 DEC 2011 1,325,793 2,875,931 4,201,724

654,640 30,698 19,000 4,315 9,428,411 31 DEC 2010 -

36.01.01

Employees fringe benefits: Tk.4,201,724 Annual Leave Gratuitty

36.02

Financial Expenses : Tk. 114,201,051 The break up of the above amount is as under : Bank Charges Bank Guarantee Commission Interest on Syndicated Loan Syndicated Term Loan Expenses Interest on IDLC Loan Interest on Bank Overdraft 31 DEC 2011 677,152 1,831,281 108,095,064 1,980,250 498,753 1,118,552 114,201,051 31 DEC 2011 393,120 4,358 185,320 299,566 32,136 207,098 64,717 5,531,305 1,824,721 770,250 1,900,500 24,200 238,216 144,606 468,636 543,809 543,816 56,153 99,289 13,331,816 31 DEC 2010 476,972 2,016,700 120,636,997 1,780,000 1,864,378 3,449,011 130,224,058 31 DEC 2010 436,082 396,744 119,557 108,090 120,000 84,391 1,309,718 27,349 8,100,000 128,073 41,321 809,100 148,165 8,920 90,238 377,196 47,679 859,527 263,932 13,476,082

36.03

Other expenses : Tk. 13,331,816 The break up of the above amount is as under : Office Rent Consultancy & service fee Courier Service Expenses Telephone & Mobile Expenses Fuel Expenses Donation & Subscription Entertainment Fooding Bill for Staff Internet Line Expenses IPO Expense Insurance Premium Expenses Profesional Fee Exp. Tax on new Odinary Share Premium Miscellaneous Expenses for raising new Capital Legal Expenses Transformer Rent Transportation Traveling Exepenses Printing & Stationery Registration Expenses Repair & Maintenance C & F Expenses Licence Fee Other Expenses Miscellaneous Expenses

37.00

Capital Gain in VERL:Tk.NIL The break up of the above amount is as under : Sale value of Investment in VERL Cost of Investment Gain on sale of investment 31 DEC 2011 31 DEC 2010 33,850,000 (26,513,845) 7,336,155 31 DEC 2010 1,100,423 -

38.00

Provision for Tax Tk.2,802,344 Provision for Tax on Capital Gain Provision for Tax on SND & FDR Interest Less: Tax deducted at source Provision for Tax on Bank Interest Provision for Tax on Other Income Less: Tax deducted at source Provision for Tax on Other Income

31 DEC 2011 -

1,265,289 358,769 906,520 563,964 563,964

Provision for Tax on Gratuity and Annual Leave Less: Tax deducted at source Provision for Tax on Gratuity and Annual Leave

1,331,859 1,331,859

39.00

BASIC EARNINGS PER SHARE (EPS): The computation of EPS is given below: (a) (b) (c) Earnings attributable to the Ordinary Shareholders Number of Ordinary Shares outstanding at the end of the year December 2012 Basic EPS 31 Dec 2011 78,329,436 30,499,990 2.57 31 Dec 2010 75,500,300 26,715,058 2.83

40.00

TAX ASSESSMENT STATUS: Accounting Year 2007 2008 2009 2010 2011 Assessment Year 2008-2009 2009-2010 2010-2011 2011-2012 2012-2013 Liabilities as per Assessment Order *Return not submitted -Do-Do-Do-DoAdvance Income Tax Paid/Collected Nil 9,291,217 10,327,545 17,376,752 13,272,708 50,268,222

Total

*On a writ petition number 968 of 2009 by the company the High Court Division of the Honorable Supreme Court has awarded that the wrong license as Rental Power Plant (RPP) has been issued to the company by Bangladesh Energy Regulatory Committee (BERC) and directed the authority to issue a proper license in accordance with the law. In the same award it has been mentioned there are three category of license namely, a) Independent Power Producer (IPP) b) Captive Power Producer (CPP) and c) Small Power Producer (SPP). The company is awarded of Independent Power Producer (IPP) license on 10/01/2012 by the Bangladesh Energy Regulatory Commission (BERC) as per direction by the Honorable Supreme Court and as per issued license the company will be benefited tax holiday for 15 (fifteen) years from its date of commercial production dated 17.06.2008 in light of SRO No. 114-AIN/ 1999 dated 26.05.1999 of NBR. Now the Income tax return submission proceeds are going on. 41.00 SOME INFORMATION WITH REGARD TO INCOME AND EXPENDITURE IN FOREIGN CURRENCY ETC.: 31 Dec 2011 (a) Value of imports on C & F basis (I) Raw Materials (ii) Packing Materials (iii) Components and Spare Parts (iv) Capital Goods (b) Expenditure in foreign currency for royalty, technical Fee, professional advisory fee, interest and others. Nil Nil Nil Nil USD 49,735 & SIN$ 33,154 Nil Nil Nil USD 62,716 Nil 31 Dec 2010

(c) Value of consumed raw materials, packing materials, stores & spares consumed with percentage: Amount % Imported Raw Materials Nil Amount % Packing Materials Nil Amount % Stores & Spares Nil

31 Dec 2011 (d) The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the number of non-resident shareholders, (e) Earnings in foreign exchange classified under the following heads namely :(i) Export of goods calculated on F.O.B basis; (ii) Royalty, know-how, professional and consultation fees : (iii) Interest and dividend ; (iv) Other income, indicating the nature thereof.

31 Dec 2010

Nil Nil Nil Nil Nil

Nil Nil Nil Nil Nil

42.00

CONTINGENT LIABILITY (BAS-37): * ** Demand against gas bill Income tax 31 Dec 2011 59,718,097.00 50,268,222 109,986,319 31-Dec-11 15,840,278.00 123,813,752.00 139,654,030.00 107,226,698.00 32,427,332.00 27,892,881.00 4,534,451.00 33,009,735.00 37,544,186.00 24,733,467.00 12,810,719.00 41,237,332.00 5,670,046.00 59,718,097.00 31 Dec 2010 64,871,264.00 40,877,027 105,748,291 31-Dec-10 21,151,585.00 128,425,265.00 149,576,850.00 120,938,614.00 28,638,236 .00 15,840,278.00 12,797,958.00 20,211,777.00 33,009,735.00 33,009,735.00 26,191,483.00 5,670,046.00 64,871,264.00

*This is the break-up of the contingent liability for demand against gas bill is as follows: Particulars Opening Balance of payable amount to PGCL Billed amount by PGCL during the year Total payable to PGCL Less: Paid during the year Balance Payable Less: Sundry Creditors at the end of the year Contingent Liability for Faulty meter reading during the year Balance from previous year Total Contingent Liability at the end of the year Paid during the year Balance at the end of the year for faulty meter reading Higher Heating Value (HHV) at end of the year Surcharge at the end of the year Total

** On a writ petition number 968 of 2009 by the company the High Court Division of the Honble Supreme Court has awarded that the wrong license as Rental Power Plant (RPP) has been issued to the company by Bangladesh Energy Regulatory Committee (BERC) and directed the authority to issue a proper license in accordance with the law. In the same award it has been mentioned that there are three categories of licenses namely, a) Independent Power Producer (IPP) b) Captive Power Producer (CPP) and c) Small Power Producer (SPP). The company is awarded of Independent Power Producer (IPP) license on 10/01/2012 by the Bangladesh Energy Regulatory Commission (BERC) as per direction by the Honorable Supreme Court and as per issued license the company will be benefited tax holiday for 15 (fifteen) years from its date of commercial production dated 17.06.2008 in light of SRO No. 114-AIN/ 1999 dated 26.05.1999 of NBR. Now the income tax return submission proceeds are going on. 43.00 44.00 THERE WAS NO CLAIM AGAINST THE COMPANY WHICH IS TO BE ACKNOWLEDGED AS DEBT AS ON 31-12-2011. SUBSEQUENT EVENT: 20,500,000 Ordinary Shares of TK 10.00 each at an issue price of TK 40.00 including a premium of TK 30.00 were approved for issuance through IPO proceedings in the Board of directors meeting of 11/04/2012 as per consent letter of Securities and Exchange Commission (SEC) # SEC/CI/IPO/135/2010/1216, dated 11/04/2012.

Managing Director Dated: 25 April 2012

Director

Company Secretary