Red Herring Prospectus of Shamsul Alamin Real Estate Limited

Investment in capital market involves certain degree of risks.
The investors are required

to read the prospectus and risk factors carefully, assess their own financial conditions and
risk taking ability before making their investment decisions.
PUBLIC OFFER OF [] ORDINARY SHARES

Issue Date of the Prospectus: []
OFFER PRICE TK. [] EACH, INCLUDING A PREMIUM OF TK. [] PER SHARE, TOTAL SIZE OF
INITIAL PUBLIC OFFERING OF TK.800,000,000/-
Opening Date Closing Date

Date of Subscription
[] []
RED-HERRING PROSPECTUS
OF
SHAMSUL ALAMIN REAL ESTATE LTD.

Alamin Centre (13 Floor), 25/A Dilkusha C/A, Motijheel, Dhaka-1000 Tel: 9567838, 9567839,
th
9567840 Hotline: 9564507 Fax: 88 02 9564512

E-mail: sarel.sag@gmail.com web: www.sarebd.com
MANAGERS TO THE ISSUE
Rahman Chamber (3rd floor), 12-13 Motijheel C/A

Dhaka- 1000, Tel: 880-2-9515468, 9515469
Fax: 880-2-9515467, Web: www.allfin.org
CREDIT RATING STATUS

RATING PARTICULAR LONG TERM SHORT TERM
Entity Rating A ST-3
Outlook Stable
Date of Rating March 20,2017
Expiry Date of Rating March 19, 2018
Rating Assigned By: Credit Rating Information And Services Limited (CRISL)
Preliminary Information and Declarations
Name & Address Contact Person Contact Info.
Issuer Company
Phone : +88 02 9567838, 9567839,
Shamsul Alamin Real Estate Ltd.
Bikash Chandra Saha 9567840
Alamin Centre (13th Floor), 25/A Dilkusha C/A,
Chief Financial Officer Fax : +88 02 9564512
Motijheel, Dhaka-1000 ,Web: www.sarebd.com
E-mail: sarel.sag@gmail.com
Managers to the Issue
Alliance Financial Services Ltd.
Phone : 880-2-9515468, 9515469
Rahman Chamber (3rd floor), 12-13 Motijheel C/A Sumit Podder
Fax: +88 02 9515467
Dhaka- 1000, Manager
E-mail: info@allfin.org
Web : www.allfin.org
Underwriters
EBL Investments Limited Monirul Hossain Asif Phone: +88 02 7118975
59 Motijheel C/A (1st floor), Dhaka-1000 Managing Director Fax: +88 02 7120251
Web: www.eblinvestments.com Email: info@eblinvestments.com
LankaBangla Investments Limited Phone : +88 02 7113585, 9561238,
Khandakar kayes Hasan, CFA
Eunoos Trade Center, Level - 21, 95126214
Chief Executive Officer
52-53, Dilkusha C/A, Dhaka - 1000, Bangladesh Fax : +88 02 711 57 56, +88 02 9561107
Web : www.lankabangla-investments.com Email: info@lankabangla-investments.com
Sandhani Life Finance Limited Sojib Khan Tel: 02-9551896, 9575903,
16 Motijheel Commercial Area , (2nd & 3rd Floor), Assistant General Manager Fax: 02-9554847
Dhaka-1000, Bangladesh. Web : slflbd.com Email: info@slflbd.com
Name of the Auditor
S. F.AHMED & CO.
Phone : +88 02 -9894346, 9870957
Chartered Accountants Md. Anwar Hossain,ACA
Fax: +88 02 8825135
House# 51 (2nd Floor), Road# 09, Block# F, Banani, Director
Email: sfaco@dhaka.net
Dhaka-1213. Web : www.sfahmedco.org
Credit Rating Company
Credit Rating Information And Services Limited Phone : +88 02 9530991-4
Tanzirul Islam
Nakshi Homes (4th & 5th floor), 6/1A FAX: +88 02-9530995
Sr. Assistant Vice President
Segunbagicha, Dhaka-1000. Web : www.crislbd.com E-mail: info@crislbd.com
Valuer
ATA KHAN & CO Phone : +88 02 9560933, 9552833,
Chartered Accountants Mr. Maqbul Ahmed, FCA 9560716
67 Motijheel C/A, Dhaka-1000. Managing Partner Fax : +88 029567351
Web : www.atakhanca.com E-mail:maqbul.ahmed@yahoo.com
"A person interested to get a prospectus may obtain from the issuer and the issue manager(s)"
If you have any query about this document, you may consult the issuer, issue manager and underwriter
CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES
UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE)
RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR
THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS
OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS
DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE
MANAGERS CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITORS(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY).
Risks in relation to the First Issue
This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the securities is Tk.
10.00 (ten) and the issue price is Tk. [], [] times of the face value. The issue price has been determined and justified by the issuer and the
issue manager/bidding by the eligible investors as stated under the paragraph on Justification of Issue Price should not be taken to be
indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or
the price after listing.
General Risk
Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of
losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an
investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not
been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this
document. Specific attention of investors to the statement of risk factors given on page number(s) 118-124
Issuers Absolute Responsibility

The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information
with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and correct in all material aspects and are
not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
2
AVAILABILITY OF RED HERRING PROSPECTUS
Copy of the Red Herring Prospectus of Shamsul Alamin Real Estate Limited may be obtained from the following addresses:
Name & Address Contact Person Contact. Info.

Issuer Company
Shamsul Alamin Real Estate Ltd. Phone : +88 02 9567838, 9567839, 9567840,
Alamin Centre (13th Floor), 25/A Dilkusha C/A, Bikash Chandra Saha
Fax : +88 02 9564512
Motijheel, Dhaka-1000 CFO E-mail: sarel.sag@gmail.com
Web: www.sarebd.com
Phone : 880-2-9515468, 9515469
Rahman Chamber (3rd floor), 12-13 Motijheel Sumit Podder
Fax: +88 02 9515467
C/A, Dhaka- 1000, Manager E-mail: info@allfin.org
Registrar to the Issue

Banco Finance & Investment Ltd. Mohammad Hamdul Islam Phone : +88 02 7124438, +88 02 7125634,
Baitul View Tower (11th floor) 56/1, Purana Managing Director & CEO Fax : +88-02-7125910
Paltan, Web : www.bfilbd.org E-mail: banco.bd@gmail.com
Prospectus would also be available on the website of BSEC (www.sec.gov.bd), DSE

(www.dsebd.org), CSE(www.cse.com.bd), Shamsul Alamin Real Estate Limited (www.sarebd.com),
Issue Manager (www.allfin.org) and Public Reference Room of the Bangladesh Securities and
Exchange Commission (BSEC) for reading and studying.
Date of Publication of Abridged Version of Prospectus: []

Prospectus is published in the following Newspapers:
Name of the Newspaper Date of Publication

[] []
[] []
[] []
[] []
3
DEFINITIONS AND ACRONYMS/ELABORATIONS
Unless the context otherwise indicates, requires or implies, the following terms shall have the meanings set
forth below in this Red Herring Prospectus. References to statutes, rules, regulations, guidelines and policies
will be deemed to include all amendments and modifications notified thereto.
A
AGM Annual General Meeting
Allotment Allotment of shares
AAMC Association of Assets Management Companies
Articles or AoA The Articles of Association of Shamsul Alamin Real Estate Limited
The audit committee, a sub-committee of the Board of Directors of Shamsul
Audit Committee
Alamin Real Estate Limited
B
BAS Bangladesh Accounting Standards
BB Bangladesh Bank
BDT Bangladeshi Taka
BFRS Bangladesh Financial Reporting Standards
The process by which an issuer attempts to determine the price to offer its
Book-Building Method
security based on demand from Eligible Investors (EIs)
BO A/C Beneficiary Owner's Account
BOQ Bill of Quantity
BSA Bangladesh Standards of Auditing
BSEC Bangladesh Securities and Exchange Commission
C
CDBL Central Depository Bangladesh Limited
CEO Chief Executive Officer
Certificate Share Certificate
CFO Chief Financial Officer
CIB Credit Information Bureau
Companies Act Companies Act, 1994
Company Shamsul Alamin Real Estate Limited
Corporate Office Registered Office of the Company
CSE Chittagong Stock Exchange Limited
CRISL Credit Rating Information and Services Limited
The lowest price offered by the bidders at which the total issue could be
Cut-off Price
exhausted
D
DSE Dhaka Stock Exchange Limited
E
EIs Eligible Investors
EPS Earnings Per Share
EMS Express Mail Service
Exchanges Stock Exchanges
F
FC A/C Foreign Currency Account
4
FDR Fixed Deposit Receipt
FY Fiscal Year
G
GOB The Government of Peoples Republic of Bangladesh
I
IPO Initial Public Offering
Issue Manager Alliance Financial Services Limited
Issuer/SAREL Shamsul Alamin Real Estate Limited
L
L/C Letter of Credit
N
NAV Net Asset Value
NBR National Board of Revenue
NRB Non Resident Bangladeshi
O
Offering Price Price of the Securities of SAREL
P
PE Price-Earnings Ratio
R
RJSC Registrar of Joint Stock Companies and Firms
REHAB Real Estate & Housing Association of Bangladesh
RAJUK Rajdhani Unnaayan Kartripakkha
Rules Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
S
Securities Shares of Shamsul Alamin Real Estate Limited
Any person whose name appears as subscriber to the Memorandum and Articles
Sponsors
of Association of a Company.
STD A/C Short Term Deposit Account
Subscription Application Money
SAREL Shamsul Alamin Real Estate Limited
T
Tk. Taka
U
USD United States Dollar
V
VAT Value Added Tax
W
WPPF Workers Profit Participation Fund
5
TABLE OF CONTENTS
SECTION Particulars Page No.

I EXECUTIVE SUMMARY 08-11
About the Industry 08
About the Issuer 09
Financial Information 09
Features of the issue and its objects 09
Legal and Other Information 09
Promoters background 10
Capital structure and history of capital raising 11
Summary of Valuation Report of securities 11
II CONDITIONS IMPOSED BY THE COMMISSION 12-12
III DECLARATION AND DUE DILIGENCE CERTIFICATES 13-20
Declaration about the responsibility of the Director(s), including the CEO of
13
Shamsul Alamin Real Estate Limited in respect of Red Herring Prospectus
IV ABOUT THE ISSUER 21-22
V CORPORATE DIRECTORY OF THE ISSUER 23
VI DESCRIPTION OF THE ISSUER 24-69
Summary 24
General Information 27
Capital Structure 33
Description of Business 38
Description of Property 50
Plan of Operation and Discussion of Financial Condition 56
VII MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 70-74
Overview of business and strategies 70
SWOT Analysis 71
Analysis of the financial statements of last five years 73
Known trends, demands, commitments, events or uncertainties 74
Trends or expected fluctuations in liquidity 74
Off-balance sheet arrangements 74
VIII DIRECTORS AND OFFICERS 75-81
IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 82-83
X EXECUTIVE COMPENSATION 84
XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 85
XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM 86
XIII OWNERSHIP OF THE COMPANYS SECURITIES 87-91
XIV CORPORATE GOVERNANCE 92-100
XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 101-104
XVI DEBT SECURITIES 105
XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 106
XVIII MATERIAL CONTRACTS 107-108
XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 109
XX RISK FACTORS AND MANAGEMENTS PERCEPTIONS ABOUT THE RISKS 110-117
6
SECTION Particulars Page No.
XXI DESCRIPTION OF THE ISSUE 118
XXII USE OF PROCEEDS 119-135
XXIII LOCK-IN 136
XXIV MARKETS FOR THE SECURITIES BEING OFFERED 137
XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 138
XXVI FINANCIAL STATEMENTS 139-187
Auditors Report to the Shareholders of Shamsul Alamin Real Estate Limited for the
140-167
year ended 31 December 2016
Selected ratios as specified in Annexure-D 169
Auditors' Report under section 135(1) and paragraph 24(1) of Part -II of Third
170-173
Schedule of the Companies Act, 1994
Auditors Certificates 178-187
XXVII CREDIT RATING REPORT 188-206
XXVIII Public Issue Application Procedure 207-211
7
EXECUTIVE SUMMARY SECTION: I
(a) About The Industry
The real estate and housing sector is one of the main drivers of any nation's economic development and
industrialization. In Bangladesh, real estate has emerged as a crucial sector of our economy. It has a huge
multiplier effect on economic activities and therefore, is a big driver of economic growth.
Real estate development is a business activity concerned with land and construction that provides value-
adding services by developing residential, commercial, institutional, industrial and integrated projects and
related infrastructure. The concept of real estate in Bangladesh emerged after liberation. Over time, real
estate has become a subject of keen interest for the general public, businessmen and other stakeholders. It is
one of the largest employment-generating sectors after agriculture and garments. Not only does it generate
direct and indirect employment opportunities, it also stimulates demand for ancillary industries, for example
steel, cement, tiles and sanitary ware, cable and electric ware, paint, glass and aluminum, brick, building
materials, and consumer durables.
During last four decades of operation, the real estate sector in Bangladesh has fluctuated greatly. Today the
sector plays a major role in the national economy, contributing up to 7.05% of the national GDP in FY 2015-16.
In addition, the sector also contributed to the national economy through linkage industries, such as MS bar,
cement, brick, sand, ceramic tile, paint and other fixtures and fittings. As per Real Estate and Housing
Association of Bangladesh (REHAB), the sector along with its linkage industries contributed about 15% to the
national GDP in 2016.
Bangladesh is the eighth most populous country and twelve most densely populated countries in the world,
whose rising population and limited land space have put tremendous strains on the urban ecosystem. Dhaka
itself underwent major transformations in recent years to catch up the increased rate of urbanization. This
change was paralleled by a boom in the real estate, construction and housing industry.
Now in Bangladesh the demand for residential real estate unit is rapidly increasing. The population in Dhaka is
increasing very fast. This rapidly increasing people need more housing facilities. Increase in house rent implies
that people would become less interested to stay in rented house and would try or tend to buy home. Dhaka is
expanding rapidly. While there are many real estate developers in the market, there are also very few of them
who have maintained the quality, safety and customer preference. In developing urban areas, real estate plays
an important role as well as solving housing problem.
Nowadays real estate business in Bangladesh became very competitive. Competitors are moving very
aggressively to achieve their target as well as increase their market share. On the other hand, the customers
are becoming more aware about the current market of apartments. The main products in the real estate
sector in Bangladesh include three things commercial units, residential units, and a mix of the two.
Commercial units are shopping malls, shops, and office buildings, which are used for commercial purposes.
Residential units include two segments plot units and apartment units. Plots are segment of a land area with
a certain boundary where the land is developed by the real estate developers and builders. Apartments are
buildings with flats of different sizes to live in. Mixed units include buildings which are used both for living and
commercial purposes. Generally the lower floors of a project are rented for commercial purpose leaving the
upside to sell as apartment.
In recent times, the real estate developers have introduced new and diversified products. Model towns, which
are built with the structure of a small town, include all facilities for people, from offices, shopping mall, houses,
schools, swimming pools, gymnasium, banks, power plant etc. Projects that include swimming pool,
gymnasium, shopping malls etc. in one building are also diversified products supplied by the real estate agents
in Bangladesh. All these products wrapped with diversification have a great demand in the market.
8
(b) About The Issuer
Shamsul Alamin Real Estate Limited (SAREL), a concern of Shamsul Alamin Group, was incorporated in
Bangladesh as private limited company with the Registrar of Joint Stock Companies in Bangladesh (RJSC) on
October 3, 1992 vide registration no. C-22863 (1270) / 92 and has been converted into Public Limited Company
on October 11, 2010 under the Companies Act, 1994.
Inception of commercial operation

Although the company was registered in 1992 but commercial operation started on January 1, 2003 when the
sector started to grow.
Nature of Business
The Company is engaged in Real Estate business which includes purchasing high land for construction of multi-
storied apartment building, shopping cum commercial and Office spaces and selling out those establishments
to the clients.
(c) Financial Information

(As per Audited Accounts)
31.12.2016
Particulars 30.06.2016 30.06.2015 30.06.2014 30.06.2013 30.06.2012
(6 Months)
Revenue from Construction 266,279,849 436,706,539 514,244,288 588,157,970 585,666,146 668,537,535
Construction Cost (167,066,045) (298,701,589) (394,244,873) (436,629,635) (406,363,761) (546,956,361)
Gross Profit 99,213,804 138,004,950 119,999,415 151,528,335 179,302,385 121,581,174
Net Profit before Tax 79,560,092 98,863,377 16,211,179 114,178,302 137,954,674 83,243,806
Net Profit After Tax 52,847,450 66,499,424 8,851,304 100,971,901 111,210,249 103,523,965
Total Assets 4,774,742,644 4,629,944,316 4,188,064,548 4,104,399,633 3,535,507,599 3,010,688,242
Paid-up Capital 350,000,000 350,000,000 350,000,000 350,000,000 350,000,000 350,000,000
Retained Earnings 1,187,593,364 1,134,745,914 1,068,246,490 1,059,395,186 1,033,804,840 922,594,592
No. of Shares 35,000,000 35,000,000 35,000,000 35,000,000 35,000,000 35,000,000
Face Value 10 10 10 10 10 10
NAV per share 43.93 42.42 40.52 40.27 39.54 36.36
Earnings per Share 1.51 1.90 0.25 2.89 3.18 2.96
(d) Features Of The Issue And Its Objects
Shamsul Alamin Real Estate Limited intended to offer [] Ordinary Shares of Tk.10.00 each at an issue price of
Tk. [] per share including a premium of Tk. [] per share totaling Tk. 800,000,000 through Initial Public
Offering (IPO) under Book Building Method.
Objective of the Issue
(e) Proceeds of IPO will be used to meet construction cost for ongoing projects, repayment of bank loan and
IPO expenses.
(f) Legal And Other Information
Name of the Issuer Shamsul Alamin Real Estate Limited
Legal Position The Company was incorporated as a Private Limited Company on October 03, 1992
vide registration no. C-22863 (1270) / 92 under the Companies Act 1994 with the
Registrar of Joint Stock Companies and Firms, Bangladesh and has been converted
in to a Public Limited Company on October 11, 2010. The company started its
commercial operation from January 1, 2003. At present the authorized capital and
paid up capital of the company are BDT 1,000,000,000 and BDT 350,000,000
respectively.
Logo
Registered Office Alamin Centre (13th Floor), 25/A Dilkusha C/A, Motijheel, Dhaka-1000 ,Bangladesh
Trade License no 02009291
Membership no of REHAB 165
9
(g) Promoters Background
Mr. Jahangir Alamin
Chairman
Mr. Jahangir Alamin Chairman of the company obtained his Bachelor of Science from Dhaka University. After
completing his graduation, Mr. Jahangir Alamin joined Shamsul Alamin Group in 1978, a reputed business
conglomerate in Bangladesh and started his career with founder Chairman Late A K Shamsul Alamin as an
apprentice. He joined as group Director, Operation in 1983. He was also the President of Bangladesh Textile Mills
Association (BTMA) from 2010 until December 2014. He has more than 34 years of business experience in different
fields and has travelled to many countries and attended seminars worldwide. He is the Managing Director of Fuad
Spinning Mills Limited. He is also Chairman of Sunny Specialized Spinning Mills Ltd, S. A. Spinning Mills Ltd ,Shamsul
Alamin Cotton Mills Ltd., Jahanara Alamin Spinning Mills Ltd. He is the director of Alpha Islami Life Insurance Co. Ltd.
Mr. Alamgir Shamsul Alamin

Managing Director
Mr. Alamgir Shamsul Alamin, Managing Director of SAREL, has more than 28 years of business experience. He
obtained his Bachelor of Business Administration from USA and joined the company in 1989. He has travelled
extensively to many countries and attended seminars worldwide. He is the Director, Marketing of Shamsul Alamin
Group. He is successfully running the real estate business and has built a strong reputation in the real estate sector.
He is also President of Real Estate and Housing Association of Bangladesh (REHAB) and Director of Pioneer Insurance
Company Limited, Fuad Spinning Mills Ltd, Sunny Specialized Spinning Mills Ltd, S.A.Spinning Mills Ltd, Shamsul
Alamin Cotton Mills Ltd, and Jahanara Alamin Spinning Ltd.
Mr. Arafin Shamsul Alamin

Director
Mr. Arafin Shamsul Alamin, Director of SAREL, has more than 26 years of business experience. He obtained his
Bachelor of Business Administration from USA and joined the company in 1990 as Director Finance of Shamsul
Alamin Group. He is successfully managing the finance department of the company. He is Managing Director of S.A.
Spinning Mills Ltd and Sunny Specialized Mills Ltd and is also the Director of Fuad Spinning Mills Ltd, Shamsul Alamin
Cotton Mills Ltd., and Jahanara Spinning Mills Ltd. He has travelled to many countries and attended seminars
internationally.
Mrs. Shahida Alamin

Director
Mrs. Shahida Alamin, Director of SAREL. She joined the Shamsul Alamin Real Estate Limited in the year 2004. She has
more than 10 years experience in business career. She is the Director of Sonar Bangla Insurance Limited and also
Chairman of Rokara Spinning Mills Ltd.
Mr. T.M. Fateh Kabir

Independent Director
Mr. T.M. Fateh Kabir, Independent Director of SAREL. He is the son of late Hafiz Uddin Talukder. He obtained his
bachelor of Commerce (B.Com). He has more than 29 years experience in business career especially in import and
export. He is the Managing Director of Tisha Textile Ltd and Proprietor of Tisha Fabrics.
(h) Capital Structure and History of Capital Raising

Capital Structure of the Company
Nominal Value per
Particulars No. of Shares Amount in BDT
Share in BDT
Authorized Capital 100,000,000 10.00 1,000,000,000
Paid-up Capital (as on December 31, 2016) 35,000,000 10.00 350,000,000
Pre-IPO Paid-up Capital 35,000,000 10.00 350,000,000
Capital to be issued through IPO under Book Building
[] [] []
Method
Post-IPO Paid-up Capital [] [] []
10
History of Capital Raising
Form of Consideration
(No. of Share)
Particulars of Share Capital
Date of Allotment Other
Allotment Bonus (Amount in BDT)
In cash than in
Share
cash
Subscribers to the Memorandum
First & Articles of Association at the 60,000 - - 600,000
time of Incorporation
Second 14.09.2010 - - 9,940,000 99,400,000
Third* 30.12.2010 25,000,000 - - 250,000,000
Total 25,060,000 - 9,940,000 350,000,000
* Shamsul Alamin Real Estate Limited raised its paid-up capital from BDT 100,000,000 to BDT 350,000,000 vide BSEC letter no.
SEC/CI/CPL(Pvt)-278/2010/486 dated 14 November 2010 only through issuance of 25,000,000 ordinary shares of Tk.10.00 each at par
totaling Tk.250, 000,000 (taka twenty five crore) only
(i) Summary of Valuation Report of Securities
Sl. No. Valuation Methods Fair Value (BDT)

Method-1 Net Asset Value (NAV) per share 43.94
Method-2(A) Earning-based value per share (Considering Avg. Sector P/E) 66.65
Method-2(B) Earning-based value per share (Considering Avg. Market P/E) 32.73
Method-3 Average Market Price of Similar Stocks Based Valuation 51.91
Method-4 P/BV multiple of Similar Stocks Based Valuation 76.96
Method-5 P/E multiple of Similar Stocks Based Valuation 74.22
11
CONDITIONS IMPOSED BY THE COMMISSION SECTION:II
To be incorporated after obtaining consent letter from Bangladesh Securities and Exchange Commission.
12
DECLARATIONS AND DUE DILIGENCE CERTIFICATES SECTION:III
Annexure-A
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF

SHAMSUL ALAMIN REAL ESTATE LIMITED IN RESPECT OF THE RED-HERRING PROSPECTUS
[See rule 4(1) (d)]

This red-herring prospectus has been prepared, seen and approved by us, and we, individually and collectively,
accept full responsibility for the authenticity, accuracy and adequacy of the statements made, information
given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the
Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions
concerning this public issue and prospectus have been met and that there are no other information or
documents, the omission of which make any information or statements therein misleading for which the
Commission may take any civil, criminal or administrative actions against any or all of us as it may deem fit.
We also confirm that full and fair disclosures have been made in this red-herring prospectus to enable the
investors to make a well informed decision for investment.
Sd/- Sd/- Sd/-

Mr. Jahangir Alamin Mr. Alamgir Shamsul Alamin Mr. Arafin Shamsul Alamin
Chairman Managing Director Director
Sd/- Sd/-
Mrs. Shahida Alamin Mr. T.M. Fateh Kabir
Director Independent Director
Date: March 28, 2017
13
Annexure B
DUE DILIGENCE CERTIFICATE OF THE ISSUE MANAGER
[Rule 4(1)(d)]
To
The Bangladesh Securities and Exchange Commission

Sub: PUBLIC OFFER OF [] ORDINARY SHARES OF TK. 800,000,000/- BY SHAMSUL ALAMIN REAL ESTATE
LIMITED
Dear Sir
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above mentioned public
issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key
management personnel of the issuer in connection with the finalization of the red-herring
prospectus/ prospectus/ information memorandum pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors of the
issuer, other agencies, independent verification of the statements concerning objects of the issue and
the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT
(a) The red-herring prospectus/ prospectus/ information memorandum filed with the Commission is in
conformity with the documents, materials and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines,
instructions, etc. framed/issued by the Commission, other competent authorities in this behalf and
the Government have been duly complied with;
(c) The disclosures made in red-herring prospectus/ prospectus/ information memorandum are true, fair
and adequate to enable the investors to make a well informed decision for investment in the
proposed issue and such disclosures are in accordance with the requirements of the Companies Act,
1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other
applicable laws;
(d) Besides ourselves, all the intermediaries named in the red-herring prospectus/ prospectus/
information memorandum are registered with the Commission and that till date such registrations are
valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting
commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall
within the main objects listed in the object clause of the Memorandum of Association or other
charter of the issuer and that the activities which have been carried out till now are valid in terms of
the object clause of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the
issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use
of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission
(Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair
and adequate to enable the investor to make a well informed decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the
nature of current business background or the issuer, situation at which the proposed business stands,
the risk factors, sponsors experiences etc. We also confirm that the due diligence related process,
documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO
for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as
14
the rule number, its text, the status of compliance, page numbers of the red-herring prospectus/
prospectus/ information memorandum where the rules has been complied with and our comments, if
any;
(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Issue Date of Listing Issue Dividend Payment History
Sl. Name of Issue
prospectus date Price 2016 2015 2014
Premier
05.10.2012
1 Cement Mills 03.03.2013 22.00 15% Cash 20% Cash 30% Cash
Limited
Emerald Oil
11.12.2013 10% Cash, 10% Cash,
2 Industries 19.03.2014 10.00 10% Stock
10% Stock 5% Stock
Limited
Bangladesh
29.12.2014 10% Cash 5% Cash,
3 Steel Re-Rolling 27.04.2015 35.00 10% Cash
(interim) 10% Stock
Mills Limited
KDS
14.07.2015 5% Cash,
4 Accessories 15.10.2015 20.00 N/A N/A
10% Stock
Limited
Doreen Power
Generations 13.01.2016 06.04.2016 10% Cash,
5 31.00 N/A N/A
and Systems 20% Stock
Limited
For the Issue Manager
Sd/-
Muhammad Nazrul Islam FCMA, CMA (CIMA-UK)
Managing Director & CEO
Alliance Financial Services Limited
Place: Dhaka
15
Annexure C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (EBL Investments Ltd.)

[Rule 4 (1)(d)]
To,
SUB: PUBLIC OFFER OF [] ORDINARY SHARES OF TK. 800,000,000/- OF SHAMSUL ALAMIN REAL
ESTATE LIMITED
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually
and collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined
the draft prospectus, other documents and materials as relevant to our underwriting decision;
and
2. On the basis of such examination and the discussions with the issuer company, its directors and
officers, and other agencies, independent verification of the statements concerning objects of
the issue and the contents of the documents and other materials furnished by the issuer
company.
WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at
Tk. 300,000,000.00 (Thirty Crore) only and we have the capacity to underwrite a total amount of
Tk. 1,500,000,000.00 (One hundred fifty Crore) only as per relevant legal requirements. We have
committed to underwrite for up to Tk. 150,000,000.00 (Taka Fifteen Crore) for the upcoming
issue.
b) At present, the following underwriting obligations are pending for us:
Sl. No. Name of The Company Amount Underwritten (in Tk.)

1. SBS Cables Ltd. 41,922,000.00
2. ADN Telecom Ltd. 38,700,000.00
3. Silco Pharmaceuticals Ltd. 26,250,000.00
4. Nurani Dyeing & Sweater Ltd 75,250,000.00
5. STS Holdings Ltd. 20,000,000.00
6. Dhaka Regency Hotel and Resort Ltd. 21,000,000.00
7. Intraco Refueling Station Ltd. 30,000,000.00
8. Bashundhara Paper Mills Ltd. 50,000,000.00
9. AB Bank Ltd. (right issue) 100,000,000.00
10. IFIC Bank Ltd. (right issue) 100,000,000.00
11. Delta Hospital Limited 8,000,000.00
12. INDEX Agro Industries ltd. 70,000,000.00
13. Indo Bangla Pharmaceuticals Ltd. 17,500,000.00
14. Genex Infosys Limited 3,00,00,000.00
16
15. Esquire Knit Composite Ltd. 2,00,00,000.00
Total 64,86,22,000.00
c) All information as are relevant to our underwriting decision have been received by us and the
draft prospectus forwarded to the Commission has been approved by us;
d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public
issue within 15 (fifteen) days of calling up thereof by the issuer; and
e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/-
Moinul Hossain Asif
Managing Director
EBL Investments Ltd
Place: Dhaka
Date: 21 March 2017
17
Annexure C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (LankaBangla Investments Limited)

[Rule 4 (1)(d)]
To,
SUB: PUBLIC OFFER OF [] ORDINARY SHARES OF TK. 800,000,000/- OF SHAMSUL ALAMIN REAL
ESTATE LIMITED
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually
and collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
2. On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.
WE CONFIRM THAT:
banker and eligible to carry out the underwriting activities. Our present paid-up capital
stands at Tk. 1,670,000,000.00 (Taka One Hundred Sixty Seven Crore only) and we have the
capacity to underwrite a total amount of Tk. 8,350,000,000.00 (Taka Eight Hundred Thirty
Five Crore only) as per relevant legal requirements. We have committed to underwrite for
up to Tk. 30,000,000.00(Taka Three Crore only) for the upcoming issue.
Sl. No. Name of The Company Amount Underwritten (in BDT)

1 VFS Thread Dyeing Limited 20,000,000.00
2 IFCO Garments & Textiles Limited 17,500,000.00
3 STS Holdings Limited 60,800,000.00
4 Aamra Networks Limited 78,750,000.00
5 Dhaka Regency Hotel and Resort Limited 52,500,000.00
6 Bashundhara Paper Mills Limited 50,000,000.00
7 AB Bank Limited 800,000,000.00
8 IFIC Bank Limited 500,000,000.00
9 Aman Cotton Fibrous Limited 20,000,000.00
10 Bengal Poly And Paper Sack Limited 10,000,000.00
11 Delta Hospital Limited 8,000,000.00
18
Sl. No. Name of The Company Amount Underwritten (in BDT)
12 Runner Automobiles Limited 15,000,000.00
13 LankaBangla Finance Limited 1,106,959,810.00
14 Esquire Knit Composite Limited 20,000,000.00
Total 2,759,509,810.00
c) All information as are relevant to our underwriting decision have been received by us and
the draft prospectus forwarded to the Commission has been approved by us;
d) We shall subscribe and take up the un-subscribed securities against the above-mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
For the Underwriter:
Sd/-
Khandakar Kayes Hasan, CFA

Chief Executive Officer
LankaBangla Investments Limited
Place: Dhaka
19
Annexure C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (SL Finance Limited)
[Rule 4 (1)(d)]
To
Sub: Public Offer of [*] Ordinary Shares of Tk. 800,000,000 of SHAMSUL ALAMIN REAL ESTATE
LIMITED.
Dear Sir,
We, the under-noted Underwriter to the above-mentioned forthcoming issue, state individually and
collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.
WE CONFIRM THAT:
banker and eligible to carry out the underwriting activities. Our present paid-up capital
stands at Tk. 250,000,000 (Taka Twenty Five Crore only) and we have the capacity to
underwrite a total amount of Tk. 1,337,952,720 (Taka One Hundred Thirty Three Crore
Seventy Nine Lac Fifty Two Thousand Seven Hundred and Twenty only) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 100,000,000(Taka Ten Crore
only) for the upcoming issue.
Sl. No. Name of The Company Amount Underwritten (in Tk.)
1. Madina Cement Industries Limited 156,750,000/-
Total 156,750,000/-
c) All information as are relevant to our underwriting decision has been received by us and the
draft prospectus forwarded to the Commission has been approved by us;
d) We shall subscribe and take up the un-subscribed securities against the above-mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
For the Underwriter
Sd/-
Mohammed Farhan Uddin FCA
Managing Director
SL Finance Limited
Place: Dhaka
Date: 21 March 2017
20
ABOUT THE ISSUER SECTION :IV
(a) Name of the issuer, dates of incorporation and commencement of its commercial operations,
its logo, addresses of its registered office, other offices and plants, telephone number, fax
number, contact person, website address and e-mail address:
Name of the Issuer Shamsul Alamin Real Estate Limited

Date of Incorporation October 03, 1992
Commercial Operation January 1, 2003
Logo
Address of Registered Alamin Centre (13 Floor), 25/A Dilkusha C/A, Motijheel, Dhaka-1000,
th
Office Bangladesh.
Telephone Number +88 02 9567839, 9567840
Fax Number +88 02 9564512
Website www.sarebd.com
E-mail Address sarel.sag@gmail.com
Contact Person Bikash Chandra Saha
(b) The names of the sponsors and directors of the issuer
The name of the sponsors on that time and existing directors are presented below:
Sponsors of the Company
Sl. Sponsors
01 Mr. Jahangir Alamin
02 Mr. Alamgir Shamsul Alamin
03 Mr. Arafin Shamsul Alamin
Directors of the Company
Sl. Name Status
01 Mr. Jahangir Alamin Chairman
02 Mr. Alamgir Shamsul Alamin Managing Director
03 Mr. Arafin Shamsul Alamin Director
04 Mrs. Shahida Alamin Director
05 Mr. T.M. Fateh Kabir Independent Director
21
(c) The name, logo and address of the auditors and registrar to the issue, along with their
telephone numbers, fax numbers, contact persons, website and e-mail addresses
Telephone and Fax
Particulars Name & Address Logo Contact person
Number
S. F.AHMED & CO. Phone : +88 02 -9894346,
Chartered Accountants Md.Anwar 9870957
Auditor House# 51 (2nd Floor), Road# 09, Hossain,ACA Fax: +88 02 8825135
Block# F, Banani, Dhaka-1213 Director Email: sfaco@dhaka.net
Web : www.sfahmedco.org
Mohammad Hamdul
Banco Finance & Investment Ltd. Islam Phone : +88 02 7124438, +88 02
Registrar to Baitul View Tower (11th floor) Managing Director & 7125634, Fax : +88-02-7125910
the Issue 56/1, Purana Paltan, CEO E-mail: banco.bd@gmail.com
Web : www.bfilbd.org
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed
Dhaka Stock Exchange Limited (DSE)

9/F, Motijheel C/A, Dhaka-1000
And
Chittagong Stock Exchange Limited (CSE)

CSE Building, 1080 Sk. Mujib Road, Agrabad, Chittagong
22
CORPORATE DIRECTORY OF THE ISSUER SECTION: V
Date of Incorporation October 03, 1992
Commercial operation January 1, 2003
Alamin Centre (13th Floor), 25/A Dilkusha C/A, Motijheel, Dhaka-1000 ,
Registered Office
Bangladesh.
Telephone +88 02 9567838, 9567839, 9567840
Fax number +88 02 9564512
Website www.sarebd.com
E-mail Address sarel.sag@gmail.com
S. F.AHMED & CO.
Chartered Accountants
House# 51 (2nd Floor), Road# 09,
Block# F, Banani, Dhaka-1213
Auditors
Phone : +88 02 -9894346, 9870957
Fax: +88 02 8825135
Email: sfaco@dhaka.net
Web : www.sfahmedco.org
Rahman Chamber (3rd floor), 12-13 Motijheel C/A
Dhaka- 1000.
Managers to the Issue Phone : 880-2-9515468, 9515469
Fax: +88 02 9515467
Banco Finance & Investment Ltd.
Baitul View Tower (11th floor) 56/1,
Registrar to the Issue Purana Paltan, Phone: +88 02 7124438, +88 02
7125634, +88 02 7125703
Fax: +88-02- 7125910
Credit Rating Information And Services Limited
Nakshi Homes (4th & 5th floor), 6/1A
Segunbagicha, Dhaka-1000.
Credit Rating Agency Phone : +88 02 9530991-4
FAX: +88 02-9530995
E-mail: info@crislbd.com
Web : www.crislbd.com
ATA KHAN & CO
67 Motijheel C/A, Dhaka-1000.
Valuer Phone : +88 02 9560933, 9552833, 9560716
Fax : +88 029567351
E-mail:maqbul.ahmed@yahoo.com
Web : www.atakhanca.com
Syful Shamsul Alam & Co.
Paramount Heights (Level-6& 2),
65/2/1, Box Culvart Road, Purana Paltan, Dhaka-1000.
Legal & Tax Advisor
Phone : +88 02 -9555915, 9515431, 9515491
Fax : +88 02 -9560332
E-mail: ssac@ssacbd.com
Web : www.ssacbd.com
Bikash Chandra Saha, CFO
Alamin Centre (13th Floor), 25/A Dilkusha C/A,
Motijheel, Dhaka-1000 , Bangladesh.
Companys Compliance Officer Phone :+88 02 9567838, 9567839, 9567840,
Fax: +88 02-9564512
E-mail:sarel.sag@gmail.com
Web : www.sarebd.com
23
DESCRIPTION OF THE ISSUER SECTION :VI
(a) Summary
(i) The summary of the industry and business environment of the Issuer:
Bangladesh is the eighth most populous country and twelve most densely populated countries in the world,
whose rising population and limited land space have put tremendous strains on the urban ecosystem. Dhaka
itself underwent major transformations in recent years to catch up the increased rate of urbanization. This
change was paralleled by a boom in the real estate, construction and housing industry.
Now in Bangladesh the demand for residential real estate unit is rapidly increasing. The population in Dhaka is
increasing very fast. This rapidly increasing people need more housing facilities. Increase in house rent implies
that people would become less interested to stay in rented house and would try or tend to buy home. Dhaka is
expanding rapidly. While there are many real estate developers in the market, there are also very few of them
who have maintained the quality, safety and customer preference. In developing urban areas, real estate plays
an important role as well as solving housing problem.
Nowadays real estate business in Bangladesh became very competitive. Competitors are moving very
aggressively to achieve their target as well as increase their market share. On the other hand, the customers
are becoming more aware about the current market of apartments. The main products in the real estate
sector in Bangladesh include three things commercial units, residential units, and a mix of the two. Commercial
units are shopping malls, shops, and office buildings, which are used for commercial purposes. Residential
units include two segments plot units and apartment units. Plots are segment of a land area with a certain
boundary where the land is developed by the real estate developers and builders. Apartments are buildings
with flats of different sizes to live in. Mixed units include buildings which are used both for living and
commercial purposes. Generally the lower floors of a project are rented for commercial purpose leaving the
upside to sell as apartment.
In recent times, the real estate developers have introduced new and diversified products. Model towns, which
are built with the structure of a small town, include all facilities for people, from offices, shopping mall, houses,
schools, swimming pools, gymnasium, banks, power plant etc. Projects that include swimming pool,
gymnasium, shopping malls etc. in one building are also diversified products supplied by the real estate agents
in Bangladesh. All these products wrapped with diversification have a great demand in the market.
In the first decade of 21st century, the price of per katha land increased unbelievably almost all over the
Dhaka. Compared to the price increase of the earlier decade, the percentage increase in price almost doubled,
and in some areas it is more than three to ten times higher than the earlier price. Hence, the real estate
developers were bound to increase their price to cover the cost of a project. This price rise is unbelievable and
unexplainable. This has a direct impact on the prices of completed flats. In the upcoming decade there will be
demand for around 100,000 flats in or around the city. With this huge demand for flats in future, the private
real estate sector has plenty of opportunities to play an important role in satisfying the housing needs of the
people. The total volume of the real estate sector has increased every year, satisfying the housing needs of the
urban people in the last few decades. Contributions to the government exchequer through Registration Fees,
VAT, Advance Income Tax (AIT), Stamp Duty, Property Handover Tax etc. has increased every year. In the
future, this sector has enormous potential to expand its volume and thus contribute more to the national
economy. For this, sufficient government assistance is required. While negotiating with the government, it can
be argued that, rather than tightening the grip to regulate this sector, if the government takes initiatives to
support this sector to grow and expand its volume, then this sector will be able to contribute more not only by
generating more revenue but also by generating more employment opportunities to the people and by
satisfying the essential housing needs of the people.
24
Contribution of Real Estate Sector in Development of Different Linkage Industries
The prominent linkage industries are analyzed to see the contribution of the Real Estate sector over these
industries.
1. Glass and Glass Products

2. Bricks
3. Cement
4. Ceramic
5. Iron & Steel
6. Re-rolling
7. Plumbing Equipments
Total Volume of the Real Estate Sector
At present more than 1500 companies are active in the real estate sector with 1073 of them registered with
REHAB. In the last four decades private developers have supplied more than 143,000 units of apartments to
the nation.
Source: http://www.rehab-bd.org/index.php?page=members
Demand For Real Estate Housing in Bangladesh
Now in Bangladesh the demand for residential real estate unit is rapidly increasing. Population is increasing
rapidly in Bangladesh. The population in Dhaka, the mega city, is increasing very fast. This rapidly increasing
people need more housing facilities. More and more increase in house rent implies that people would become
less interested to stay in rented house and would try or tend to buy home. This is also increasing the demand
of apartments in Bangladesh especially for the middle or upper middle class people in the society. This huge lift
in the urban density and rush of the people to Dhaka city has created great demand of accommodation and
housing services. Moreover the real estate developers have started targeting the middle-income groups in the
last few years to sell apartments.
Business Environment of Shamsul Alamin Real Estate Limited (SAREL)
Shamsul Alamin Real Estate Limited (SAREL), a concern of Shamsul Alamin Group, was incorporated in
Bangladesh as a private limited company with the Registrar of Joint Stock Companies in Bangladesh (RJSC) on
October 3, 1992 and has been converted in to a Public Limited Company on October 11, 2010 under the
Companies Act, 1994.Certificate of Incorporation No: C-22863 (1270)/ 92. The Company started its commercial
operation in January 1, 2003.
SAREL is widely focused in the Real Estate business which includes construction of apartments, construction of
commercial and shopping mall complex, providing architectural and civil engineering consultancy services.
From inception, it concentrated its operation towards developing low-rise and high-rise residential and
commercial complexes. The company has a good profile of completed projects in different parts of Dhaka city.
Most of the projects have been constructed for residential usage. SAREL within a short span of time turned out
as one of the trusted company in Real Estate sector and has been working in various numbers of apartments,
commercial projects. The motto of SAREL is not only to deliver apartments but also to maintain the highest-
grade construction quality that has gained trust and respect in customers.
SAREL is operating their projects with adequate safety and security measures which are in line with the
industry. Safety of the projects is categorized into seven categories. The categories involve safety for project
workers, for electrification equipment and operation, for construction machinery, for fire during project work,
for fire after the handover, for preventing health hazards, for protecting theft. Personal safety equipments
involve using helmets, safety goggles, gloves, boots and other accessories. The project area is properly covered
with net in absence of wall and warning sign is well displayed. Electrification work is properly carried out in
25
compliance with design of electrical engineer and is operated by licensed electrician. Before the start of
construction, machinery is checked thoroughly to protect it from any hazardous situation. To have safety
against fire during project, adequate number of fire extinguisher and fire exit is kept. A proper system of entry
into the project area is followed with a signing register and security guards.
The overall project management of SAREL starts with a project planning where the total project scope is
determined and defined. Several meetings are arranged for decision about the first blush plan. Technical scope
is established and basic areas of performance and responsibilities are proposed and approved by the
participants and the top management. Then an estimation of cost and allocation of resources are made in the
form of project budgeting where the prospective profit and loss relating to a project is determined. Some
related factors like inflation, differential changes in cost factors etc. are adjusted with the budget. Then
scheduling process is carried out to co-ordinate the overall project. Immediately after scheduling, allocation of
resources is properly done. Regular monitoring process is carried out in the projects. Monitoring process
involves collecting, recording and reporting information by the project engineer. The construction work
includes site mobilization, arrangement of accommodation and sanitary facility for the workers and staff,
adoption of safety and security measure. There are also some specific requirements of documentation.
Preparation of regular material requisition notes, maintenance of daily work register, preparation of monthly
stock statements and surveillance on quality of works involves the various documentation processes. Periodic
inspection by accounts from Head Office is done as well as total process is reviewed under the senior
management of the company. Proper and adequate safety and security in the project sites are assured by the
company.
SAREL has gained a positive image in the market due to their quality assured buildings and apartments and
good location of the projects which also helped to enhance this image further. Last 14 years the company
successfully completed 13 projects and handover to the clients despite facing a lot of political, financial,
regulatory and legal problems. The company is in the process to take some mega projects that will help the
company to take competitive position in this sector. Details of the completed projects are as follows:
Completed Projects:
Sl. Project Stored Total
Location Status Handover Date
No Name Building Area (Sft.)
Alamin Plot-46, Road-3, 5 Storied

1 Residential 14,500 Jul-06
Royal Villa Sector-13, Uttara Building
Alamin Park Plot-53, Road-5, 5 Storied
2 Residential 15,790 May-07
View Sector-13, Uttara Building
3 Residential 15,485 Oct-07
Orchid Sector-13, Uttara Building
Alamin Lake Plot-5, Road-7, Block-C, 7 Storied
4 Residential 23,450 Jun-08
View Niketon Building
5 Residential 14,660 Dec-08
Water Front Gulshan-1 Building
6 Residential 22593 Jul-10
Grandeur Block-A, Banani Building
Alamin Plot-524, Matikata, 5 Storied
Chandrima Dhaka Cant. Building
Alamin Lake Plot-26, Road-130, 5 Storied
Breeze Gulshan-1 Building
Alamin Plot-B-75, Road-4, 5th Storied
Gardenia Niketon Building
Alamin Plot-3, R#3/A, Sector-9, G+5 Storied
Sheuly Uttara building
Alamin Park Plot-105, Road-13/A, 5 Storied
Panorama Bl-C, Banani Building
26
Alamin Plot-116, Road-15, Bl- 5 Storied
Legend C, Banani Building
8 Storied
13 Alamin City Kailakoir,Savar,Dhaka Residential 46,808 Dec-16
Building
(ii) Summary of consolidated financial, operating and other information.

This information is not applicable for the Issuer as it has no subsidiary company.
(b) General Information:
(i) Name and address, telephone and fax numbers of the registered office, corporate head office,
other offices, factory, business premises and outlets of the issuer:
Particulars Description
Name of the Issuer : SHAMSUL ALAMIN REAL ESTATE LIMITED
Alamin Centre (13 Floor), 25/A Dilkusha C/A, Motijheel, Dhaka-
th
Corporate & Registered office :
1000
Tel: +88-02-9567838, +88-02-9567839, +88-02-9567840 Hotline:
Telephone Number :
+88-02-9564507
Fax Number : +88-02-9564512
(ii) The board of directors of the issuer:

Sl. No. Board of Directors Designation
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman,
managing director, whole time directors, etc. of the issuer:
Sl. Telephone, Fax number & E-
Name Designation Address
No. mail address
Tel: +88-02-9567838, +88-02-
9567839, +88-02-9567840
Mr. Jahangir Alamin House#18, Road#116,
1 Chairman Hotline: +88-02- 9564507
Gulshan,Dhaka
Fax: 88 02 9564512
Tel: +88-02-9567838, +88-02-
9567839, +88-02-9567840
Mr. Alamgir Shamsul Alamin House#18, Road#116,
2 Managing Director Hotline: +88-02- 9564507
Gulshan,Dhaka
Fax: 88 02 9564512
Tel: +88-02-9567838, +88-02-
9567839, +88-02-9567840
3 Mr. Arafin Shamsul Alamin Director Hotline: +88-02- 9564507
House#18, Road#116,
Fax: 88 02 9564512
Gulshan,Dhaka
Tel: +88-02-9567838, +88-02-
9567839, +88-02-9567840
House#18, Road#116,
4 Mrs. Shahida Alamin Director Hotline: +88-02- 9564507
Gulshan,Dhaka
Fax: 88 02 9564512
Independent 89 Sohrawordi Tel: +88-02-9567838, +88-02-
5 Mr. T.M. Fateh Kabir
Director Avnue,Baridhara, 9567839, +88-02-9567840
27
Dhaka-1212 Hotline: +88-02- 9564507
Fax: 88 02 9564512
(iv) Names, addresses, telephone numbers, fax numbers and e-mail address of the CFO, company
secretary, legal advisor, auditors and compliance officer:
Names
Designation Address Telephone number Fax number E-mail address
Bikash Chandra Chief Financial Alamin Centre (13 Tel: +88-02-9567838, Fax : +88 02 9564512 sarel.sag@gmail.com
th
Saha Officer Floor), 25/A Dilkusha +88-02-9567839, +88-

C/A, Motijheel, 02-9567840 Hotline:
Dhaka-1000 +88-02- 9564507
SK GOSH Company Alamin Centre (13 Tel: +88-02-9567838, Fax : +88 02 9564512 sarel.sag@gmail.com
th
Secretary Floor), 25/A Dilkusha +88-02-9567839, +88-

Dhaka-1000 +88-02- 9564507
Syful Shamsul Legal & Tax advisor Paramount Heights Tel: +88-02-9567838, Fax : +88 02 -9560332 ssac@ssacbd.com
Alam & Co. (Level-6& 2). 65/2/1, +88-02-9567839, +88-
Box Culvart Road, 02-9567840
Purana Paltan, Hotline: +88-02-
9564507
S.F AHMED & CO. Chartered House 51, Road 09, Fax: +88-02-8825135 sfaco@dhaka.net
Accountants Block -F, Banani, Tel: +88-02-9567838,
Dhaka-1213 +88-02-9567839, +88-
02-9567840 Hotline:
+88-02- 9564507
Bikash Chandra Compliance officer Alamin Centre (13 Tel: +88-02-9567838, Fax : +88 02 9564512 sarel.sag@gmail.com
th
Saha Floor), 25/A Dilkusha +88-02-9567839, +88-

Dhaka-1000 +88-02- 9564507
(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-
mail addresses of the issue manager(s), Registrar to the Issue:
Name & Address Contact Person Contact. Info.
Phone : 880-2-9515468, 9515469
Rahman Chamber (3rd floor), 12-13 Sumit Podder
Fax: +88 02 9515467
Motijheel C/A, Dhaka- 1000, Manager
Registrar to the Issue
Phone: +88 02 7124438, +88 02
Banco Finance & Investment Ltd. Mohammad Hamdul Islam 7125634, +88 02 7125703
Baitul View Tower (11th floor) 56/1, Managing Director & CEO Fax: +88-02- 7125910
Purana Paltan, Web : www.bfilbd.org
Email:banco.bd@gmail.com
(vi) Details of Credit Rating:
(a) The names of all the credit rating agencies from which credit rating has been obtained;
As per Credit Rating Report dated March 20, 2017
The name of credit rating agency is Credit Rating Information and Services Limited (CRISL)
(b) The details of all the credit ratings obtained for the issue and the issuer;

28
Outlook Stable
Date of Rating March 20,2017
Expiry Date of Rating March 19, 2018
(c) The rationale of description of the ratings (s) so obtained, as furnished by the credit rating
agency(s);
CRISL has reaffirmed A (pronounced as single A) rating in the Long Term and ST-3 rating in the Short
Term to Shamsul Alamin Real Estate Limited (SAREL) on the basis of its financials and other relevant
qualitative & quantitative information up to the date of rating.
The assigned rating reflects a well known concern of Shamsul Alamin Group engaged in the real estate
sector with heightened focus on construction of high rise residential building, trade centre,
commercial and commercial-cum residential apartments in posh areas of Dhaka city with positive
image in the market due to its quality assured buildings and apartments, good location of the
completed and ongoing projects, stable financial performance, experienced management team,
consistent earnings as well cash flow generation. Risk factors include short term debt base capital
structure, exposure to funding and utility supply risk as well as industry specific and some macro
economic factors.
SAREL is a front-footed real estate company having good exposure in high valued projects in
commercially important areas. Financial performance has been found almost stable during the period
under surveillance. Both gross and net profit margin and other profitability indicators have been
found good. It is evident from DSCR and ICR that its solvency to meet up financial obligations was
good and stood at 7.80X and 7.45X during Jul16-Dec16. Moreover, the company has planned to raise
capital of Tk.800.00 million shares through Initial Public Offerings (IPO) subject to approval from
regulatory authority.
The Long Term rating implies that entities rated in this category are adjudged to offer adequate safety
for timely repayment of financial obligations. This level of rating indicates a corporate entity with an
adequate credit profile. Risk factors are more variable and greater in periods of economic stress than
those rated in the higher categories. The Short Term rating indicates good certainty of timely
repayment. Liquidity factors and company fundamentals are sound. Although ongoing funding needs
may enlarge total financing requirements, access to financial market is good with small risk factors.
CRISL also views the company with Stable Outlook for its steady business growth and consistent
fundamentals and believes that the company will be able to maintain its fundamentals with the same
trend in foreseeable future.
(d) Observations and risk factors as stated in the credit rating report:
Observation Summary
Rating Comforts: Rating Concerns:
Stability in financial performance Short term debt base capital structure
Good location of the on-going projects Moderate liquidity
Reputed Group Exposed to utility connection risk
Regular loan repayment history Exposed to raw materials price fluctuation risk
Experienced top management
Business Prospects: Business Challenges:
Increased demand for accommodation Compliance of new Act
Establishment of backward linkage business Implied discouragement to provide bank loan in real
Diversification of operation estate sector
Reduced interest rate in house loan Highly competitive market
Risk Factors:
Apartment handover Risk
Real estate companies are often exposed to apartment handover risk due to various constraints such as
29
mobilization of fund, delay in project start because of shortage of fund, delay in getting utility connection
etc. Such delay in apartment handover may create apartment handover risk to the company and thus
cause financial penalty to real estate firm.
Compliance Risk
Changes in the Governments policy (monetary and fiscal policy) as well as enactment of new law
especially for real estate sector may create risk for participants in this sector. In this view, Govt. has
recently passed Real Estate Development & Management Act 2010. Stringent compliance of such Act may
create risk for Real estate companies and SAREL is not exception to them.
Operational Risk
The real estate industry has witnessed challenges such as earthquakes and floods. It stands to date as one
of the most challenging industries to operate. Apart from these, there is a risk of destroying the
multifaceted storied building due to built flyover in the city arena if necessary.
Market Risk
Real Estate businesses, especially apartment projects have started flourishing and have been showing
robust growth in the Dhaka City since early 1980s. At present, more than 1000 real estates and land
development companies are operating their business and new companies are contemplating to enter into
real estate business against the back drop of increasing demand for flat of different size. Though due to
adverse market scenario, entrance of new companies is negligible, however, entrance of large real estate
company may create market risk.
Utility Supply Risk

As per govt. notification as on 05 October 2010, every real estate and housing company has to ensure all
the infrastructure facilities as well as utilities likes gas, electricity, water supply, facility etc. Though govt.
recently has withdrawn bar not to give newer connection of utility facilities, shortage of gas may create
utility supply risk to SAREL.
Funding Risk
Real estate companies has to depend largely on bank finance and advance sale to start and complete the
project time in due time. Implied restriction and discouragement from Govt. to local commercial banks in
respect of providing loan for flat/spaces purchase may create funding risk for SAREL. However, recently
many banks have reduced its interest rate in house building loan which might in favor of the overall
industry.
As per Credit Rating Report dated February 20, 2017

(a) The name of credit rating agency is Credit Rating Information and Services Limited (CRISL)
(j) The details of all the credit ratings obtained for the issue and the issuer;

Outlook Stable
Date of Rating February 20,2017
Expiry Date of Rating February 19, 2018
(k) The rationale of description of the ratings (s) so obtained, as furnished by the credit rating
agency(s);
CRISL has reaffirmed A (pronounced as single A) rating in the Long Term and ST-3 rating in the Short
Term to Shamsul Alamin Real Estate Limited (SAREL) on the basis of its financials and other relevant
qualitative & quantitative information up to the date of rating.
The assigned rating reflects a well known concern of Shamsul Alamin Group engaged in the real estate
30
sector with heightened focus on construction of high rise residential building, trade centre, commercial
and commercial-cum residential apartments in posh areas of Dhaka city with positive image in the market
due to its quality assured buildings and apartments, good location of the completed and ongoing projects,
stable financial performance, experienced management team, consistent earnings as well cash flow
generation. Risk factors include short term debt base capital structure, exposure to funding and utility
supply risk as well as industry specific and some macro economic factors.
SAREL is a front footed real estate company having good exposure in high valued projects in commercially
important areas. Financial performance has been found almost stable during the period under
surveillance. Both gross and net profit margin and other profitability indicators have been found good. It is
evident from DSCR and ICR that its solvency to meet up financial obligations was good and stood at 5.50X
and 5.21X in FY2015-16. Moreover, the company has planned to raise capital of Tk.800.00 million shares
through Initial Public Offerings (IPO) subject to approval from regulatory authority.
The Long Term rating implies that entities rated in this category are adjudged to offer adequate safety for
timely repayment of financial obligations. This level of rating indicates a corporate entity with an adequate
credit profile. Risk factors are more variable and greater in periods of economic stress than those rated in
the higher categories. The Short Term rating indicates good certainty of timely repayment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to financial market is good with small risk factors.
CRISL also views the company with Stable Outlook for its steady business growth and consistent
fundamentals and believes that the company will be able to maintain its fundamentals with the same
trend in foreseeable future.
(l) Observations and risk factors as stated in the credit rating report:
Observation Summary
Stability in financial performance Short term debt base capital structure
Good location of the on-going projects Moderate liquidity
Regular loan repayment history Exposed to raw materials price fluctuation risk
Experienced top management
Increased demand for accommodation Compliance of new Act
Establishment of backward linkage business Implied discouragement to provide bank loan in real
Diversification of operation estate sector
Reduced interest rate in house loan Highly competitive market
Risk Factors:
Apartment handover Risk
mobilization of fund, delay in project start because of shortage of fund, delay in getting utility connection etc.
Such delay in apartment handover may create apartment handover risk to the company and thus cause
financial penalty to real estate firm.
Compliance Risk
Changes in the Governments policy (monetary and fiscal policy) as well as enactment of new law especially for
real estate sector may create risk for participants in this sector. In this view, Govt. has recently passed Real
Estate Development & Management Act 2010. Stringent compliance of such Act may create risk for Real estate
companies and SAREL is not exception to them.
Operational Risk
The real estate industry has witnessed challenges such as earthquakes and floods. It stands to date as one of
the most challenging industries to operate. Apart from these, there is a risk of destroying the multifaceted
storied building due to built flyover in the city arena if necessary.
31
Market Risk
Real Estate businesses, especially apartment projects have started flourishing and have been showing robust
growth in the Dhaka City since early 1980s. At present, more than 1000 real estates and land development
companies are operating their business and new companies are contemplating to enter into real estate
business against the back drop of increasing demand for flat of different size. Though due to adverse market
scenario, entrance of new companies is negligible, however, entrance of large real estate company may create
market risk.
Utility Supply Risk

As per govt. notification as on 05 October 2010, every real estate and housing company has to ensure all the
infrastructure facilities as well as utilities likes gas, electricity, water supply, facility etc. Though govt. recently
has withdrawn bar not to give newer connection of utility facilities, shortage of gas may create utility supply
risk to SAREL.
Funding Risk
Real estate companies has to depend largely on bank finance and advance sale to start and complete the
project time in due time. Implied restriction and discouragement from Govt. to local commercial banks in
respect of providing loan for flat/spaces purchase may create funding risk for SAREL. However, recently many
banks have reduced its interest rate in house building loan which might in favor of the overall industry.
(vii) Details of underwriting:

(a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of
the underwriters and the amount underwritten by them:
Amount
Name & Address Contact Person Contact Info. Underwritten
(BDT)
EBL Investments Limited
Phone: +88 02 7118975
59 Motijheel C/A (1st floor), Monirul Hossain Asif
Fax: +88 02 7120251 150,000,000
Dhaka-1000 Managing Director
Web: www.eblinvestments.com Email: info@eblinvestments.com
LankaBangla Investments Limited Phone : +88 02 7113585, 9561238,

Eunoos Trade Center, Level - 21, Khandakar Kayes Hasan, CFA 95126214
52-53, Dilkusha C/A, Dhaka - 1000, Chief Executive Officer Fax : +88 02 711 57 56, 30,000,000
Bangladesh +88 02 9561107
Web : www.lankabangla-investments.com Email: info@lankabangla-investments.com
Sandhani Life Finance Limited Sojib Khan Tel: 02-9551896, 9575903,
16 Motijheel Commercial Area Assistant General Manager Fax: 02-9554847
(2nd & 3rd Floor), Email: info@slflbd.com 100,000,000
Dhaka-1000, Bangladesh
Web : slflbd.com
Total Underwritten Amount 280,000,000
(b) Declaration by the underwriters that they have sufficient resources as per the regulatory
requirements to discharge their respective obligations:
As per the Declaration by the underwriters (Section III, Due Diligence Certificate of the Underwriters), they are
registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities and have the adequate capacity to underwrite as per relevant legal
requirements.
(c) Major terms and conditions of the underwriting agreements:
1. In case of under-subscription in any category by up to 35% in an Initial Public Offer, the

undersubscribed portion of securities shall be taken up by the underwriter.
2. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed
securities shall be taken up by the underwriter.
32
3. The underwriting agreement and the underwritten amount and allocation of underwriting portion
shall be revised after completion of the bidding period, where the cut-off price will be determined at
nearest integer of the lowest bid price at which the total securities offered to eligible investors would
be exhausted. The public offering price will be determined at 10% discount (at nearest integer) from
the cut-off price.
4. If and to the extent that the shares offered to the public by a prospectus authorized hereunder shall
not have been subscribed and paid for in cash in full by the Closing Date of subscription, the Company
shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a
copy of the said writing to the Bangladesh Securities and Exchange Commission, to subscribe the
shares not subscribed by the closing date and to pay for in cash in full, inclusive of any premium if
applicable, for such unsubscribed shares within 15 (Fifteen) days after being called upon to do so. If
payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter
has not fulfilled his obligation towards his underwriting commitment under this Agreement, until such
time as the Cheque/Bank Draft has been encashed and the Companys account credited. In any case
within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof
of subscription and payment by the underwriter to the Commission.
(c) Capital Structure:

(i) Authorized, issued, subscribed and paid up capital (number and class of securities,
allotment dates, nominal price, issue price and form of consideration):
Nominal Value per
Share in BDT
Authorized Capital 100,000,000 10.00 3,000,000,000
Paid-up Capital (as on December 31, 2016) 35,000,000 10.00 350,000,000
Pre-IPO Paid-up Capital 35,000,000 10.00 350,000,000
Capital to be issued through IPO under Book
[] [] []
Building Method
Post-IPO Paid-up Capital [] [] []
The Company has raised its paid-up capital in following phases:
Nominal Issue
Particulars of Date of Form of
Share (s) Price price Amount Remarks
Allotment Allotment Consideration
BTD BDT
Subscribers to the
Memorandum &
3-Oct-1992
1 Allotment 60,000 10 10 600,000 Cash Articles of Association
st
at the time of
Incorporation
Stock Dividend (Pro-
rata Basis: Board
2 Allotment 14-Sep-2010 9,940,000 10 10 99,400,000 Bonus
nd
Meeting Approval Date:
29 July 2010)
Cash (BSEC Consent
3 Allotment 02-Dec-2010 25,000,000 10 10 250,000,000 Cash Date 14 November
rd
2010)
Grand Total 35,000,000 350,000,000
The Company has denominated its share price from Tk. 1,000 to Tk. 10 per share as on 30 November 2009.
33
(ii) Size of the present issue, with break-up (number of securities, description, nominal value and
issue amount):
Issue Amount
Number of Securities Description Nominal value
in BDT
Offer price of Tk. [] per share including a
[] [] 800,000,000
premium of Tk. [] per share
(iii) Paid up capital before and after the present issue, after conversion of convertible instruments
(if any) and share premium account (before and after the issue):
Paid up Capital Share Premium Account
(Amount in BDT) After Conversion of (Amount in BDT)
Before the Present After the Present Convertible Instruments
Before the Issue After the Issue
Issue Issue
The Company has no
350,000,000 [] N/A []
convertible instruments
(iv) Category wise shareholding structure with percentage before and after the present issue and
after conversion of convertible instruments (if any):
Sl. No. of Ordinary Shares Hold Percentage of Holding

Category of Shareholders
No. Pre-IPO Post-IPO Pre-IPO Post-IPO
1 Directors & Sponsors 24,862,000 [*] 71.03 % [*]
2 Other than Directors & Sponsors 10,138,000 [*] 28.97% [*]
Mutual Funds - [*] - [*]
3 Eligible Investors (EIs)
Other EIs - [*] - [*]
NRB - [*] - [*]
4 General public
Others - [*] - [*]
Total 35,000,000 [*] 100% [*]
The company did not issue any convertible instruments till date.
(v) Where shares have been issued for consideration in other than cash at any point of time,
details in a separate table, indicating the date of issue, persons to whom those are issued,
relationship with the issuer, issue price, consideration and valuation thereof, reasons for the issue
and whether any benefits have been accrued to the issuer out of the issue;
whether any benefits
Relationship Consideration
Date of Share issued Issue Reason have been accrued to
with the and valuation
Issue to Price for issue the issuer out of the
issuer thereof
issue;
Mrs. Shahida Increasing
Bonus Issuance
Alamin Director BDT 100 paid up Structuring capital base
at per
capital
Mrs. Nargis Increasing
Bonus Issuance
14.09.2010 Alamin Shareholder BDT 100 paid up Structuring capital base
at per
capital
Mrs. Humaira Increasing
Bonus Issuance
Alamin Shareholder BDT 100 paid up Structuring capital base
at per
capital
(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme,
details of such scheme and shares allotted;
The Company has not allotted any shares in terms of merger, amalgamation or acquisition scheme.
(vii) Where the issuer has issued equity shares under one or more employee stock option schemes,
date-wise details of equity shares issued under the schemes, including the price at which such
equity shares were issued;
The Company has not issued equity shares under one or more employee stock option schemes.
34
(viii) If the issuer has made any issue of specified securities at a price lower than the issue price
during the preceding two years, specific details of the names of the persons to whom such
specified securities have been issued, relation with the issuer, reasons for such issue and the price
thereof;
The Company has not made any issue of specified securities at a price lower than the issue price during the
preceding two years.
(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital
structure by way of issue of specified securities in any manner within a period of one year from
the date of listing of the present issue;
The Company has no such decision or intention, negotiation and consideration to alter the capital structure by
way of issue of specified securities in any manner within a period of one year from the date of listing of the
present issue.
35
(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of
shares, face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock
in period and the number and percentage of pledged shares, if any, held by each of them;
Date when Percentage (%)
Date of allotment/
No. of Face Issue shares were Lock-in
Name of Sponsors & Directors Nature of Issue Transfer Consideration
shares value price made fully Period
paid up Pre-IPO Post-IPO
3/10/1992 10,000 10 10 Cash
15/06/2003 2,500 Transfer
15/06/2003 3,800 Transfer
15/05/2004 -16,300 Transfer At the date of
Mr.Jahangir Alamin,Chairman Ordinary Shares 21.04% [] 3 Years
16/09/2010 500,000 Transfer allotment
2/12/2010 6,396,667 Cash
18/06/2015 233,666 Transfer
18/06/2015 233,667 Transfer
Total 7,364,000
3/10/1992 10,000 10 10 Cash
15/06/2003 2,500 Transfer
15/06/2003 3,700 Transfer
Mr.Alamgir Shamsul Alamin, 15/05/2004 -16,200 Transfer At the date of
Ordinary Shares 21.04% [] 3 Years
Managing Director 15/09/2010 500,000 Transfer allotment
2/12/2010 6,396,666 Cash
18/06/2015 233,667 Transfer
18/06/2015 233,667 Transfer
Total 7,364,000
3/10/1992 10,000 10 10 Cash
15/06/2003 2,500 Transfer
15/05/2003 3,700 Transfer
Mr.Arafin Shamsul Alamin, 15/05/2004 -16,200 Transfer At the date of
Ordinary Shares 21.04% [] 3 Years
Director 15/09/2010 500,000 Transfer allotment
2/12/2010 6,396,667 Cash
18/06/2015 233,666 Transfer
18/06/2015 233,667 Transfer
Total 7,364,000
15/05/2004 20,100 10 10 Cash
15/09/2010 -500,000 Transfer
16/09/2010 -500,000 Transfer
At the date of
Mrs.Shahida Alamin, Director Ordinary Shares 16/09/2010 -500,000 Transfer 7.91% [] 3 Years
allotment
16/09/2010 -80,000 Transfer
14/09/2010 3,329,900 Bonus
2/12/2010 1,000,000 Cash
Total 2,770,000
Mr. T.M. Fateh Kabir No Shareholding
Note: (i) there is no pledged shares

(ii) Lock-in starts from date of issuance Prospectus
(iii) Mr. T.M. Fateh Kabir has been appointed independent director as per BSECs Corporate Governance Guideline. He does not hold any shares of the company.
(iv) The Company was denominated its share price from Tk. 1,000 to Tk. 10 per share as on 30 November 2009.
36
(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate
number of specified securities purchased or sold or otherwise transferred by the sponsor
and/or by the directors of the issuer and their related parties within six months immediate
preceding the date of filing the red-herring prospectus;
Details of aggregate shareholding by sponsors and directors has been stated under (C ) (x) of Section VI.
Directors and their related parties did not purchase, sell or transfer any shares within six months immediate
preceding the date of filing the red-herring prospectus/prospectus/information memorandum.
(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the
securities of the issuer, indicating the amount of securities owned, whether they are owned
beneficially or of record, and the percentage of the securities represented by such ownership
including number of equity shares which they would be entitled to upon exercise of warrant,
option or right to convert any convertible instrument;
Amount of Securities Type of (%) of pre - (%) of post

Name Address
Owned Ownership IPO -IPO
ownership ownership
House#18, Road#116, [*]
Mr.Jahangir Alamin 7,364,000 Chairman 21.04
Gulshan,Dhaka
House#18, Road#116, Managing [*]
Mr.Alamgir Shamsul Alamin Gulshan,Dhaka 7,364,000 21.04
Director
House#18, Road#116, [*]
Mr.Arafin Shamsul Alamin 7,364,000 Director 21.04
Gulshan,Dhaka
House#18, Road#116, [*]
Mrs.Shahida Alamin 2,770,000 Director 7.91
Gulshan,Dhaka
House#18, Road#116, [*]
Mrs.Nargis Alamin 2,770,000 Shareholder 7.91
Gulshan,Dhaka
House#18, Road#116, [*]
Mrs. Humaira Alamin 2,770,000 Shareholder 7.91
Gulshan,Dhaka
As far as the existing information is concern, there is no event or intent of exercising warrant, option or
right to convert any convertible instrument.
(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and
all other officers or employees as group, indicating the percentage of outstanding shares
represented by the securities owned:
No officer of the company holds any share of the company except Mr Alamgir Shamsul Alamin Managing
Director of the company and hold shares of the company as follows:
Sl. No. Name of Shareholders Position No. of Shares Shareholding %

1 Mr.Alamgir Shamsul 7,364,000 21.04
Managing Director
Alamin
37
(d) Description of Business
(i) The date on which the issuer company was incorporated and the date on which it
commenced operations and the nature of the business which the company and its subsidiaries
are engaged in or propose to engage in:
Date of Incorporation 3rd October 1992
Date of Commercial Operation January 1, 2003
Shamsul Alamin Real Estate Limited (SAREL) is engaged in real estate business which
Nature of Business
includes construction of apartments, commercial and shopping mall complex.
Subsidiaries The Company has no subsidiary company.
(ii) Location of the project:

Location of ongoing project is stated below:
Rajuk Project
Sl. Total Area
Project Name Location Approva Starting Status Storied Building
No (Sft.)
l Date Year
1 Alamin M. Tower 75/76, Kakrail, 02.10.07 Nov-08 Commercial 69,480 3basement with
Dhaka G+14 Storied
building
2 Alamin Spelndour Plot-CEN (F) 9, R#05, 01.04.09 Jun-09 Residential 124,412 2 basement with
Gulshan G+13 Storied
building
3 Alamin Crimson Plot#30,R#3, Sector- 11.03.09 Aug-09 Residential 19,035 G+8 Storied
Glory 13, Uttara building
4 Alamin Haq Heritage H# 63,Sector#10, 21.06.07 Apr-10 Residential 19,400 G+9 Storied
Uttara building
5 Alamin Islam 33, Paltan, Dhaka 30.07.07 Jun-10 Residential 83,897 3basement with
Bhaban Cum G+16 Storied
Commercial building
6 Alamin Apon Plot#27/1/B, R#3, 28.01.07 Jun-10 Residential 117,487 2 basement with
Heights Shyamoli, Dhaka Cum G+14 Storied
Commercial building
7 Alamin Asha Heights Plot#9, R#28, 12.05.10 Aug-10 Residential 32,620 1basement with
Sector#7, Uttara G+12 Storied
building
8 Alamin Tulip Garden 14, Aloal Avenue, 24.08.10 Oct-10 Residential 21,785 G+9 Storied
Sector#6, Uttara building
9 Alamin 83/1, Matikata, 06.09.10 Nov-10 Residential 66,622 1basement with
Rajanigandha Dhaka Cant. G+13Storied
building
10 Alamin Super Nova Plot#107, R#13, 15.06.10 Aug-10 Residential 20,477 G+8 Storied
Block#E, Banani building
11 Alamin Icon Centre Baridhara, Dhaka 08.07.12 June-12 Commercial 88,232 2 basement with
G+9 Storied
building
12 Alamin Tonmoy Baridhara, Dhaka 15.04.12 June-12 Residential 39,249 2 basement with
G+9 Storied
building
13 Alamin Snow Drop H# 70,Block #B, 12.10.11 Dec-11 Residential 19,572 G+9 Storied
Bashundhara building
14 Alamin Elegance 5, Shahmaghdum 17.01.07 Dec-11 Residential 18,211 G+5 Storied
Avenue, Uttara building
15 Alamin Paragon 21, Shahmaghdm 17.01.07 Dec-11 Residential 18,211 G+5 Storied
38
16 Alamin Grace Bakshi Bazar, Dhaka 16.04.13 May-13 Residential 47,081 G+9 Storied
building
17 Alamin Ajmol Mazar Road, Mirpur- 04.04.13 May-13 Residential 32,595 1basement with
Felicita 1, Dhaka G+9 Storied
building
18 Alamin Angur PLOT- 05.03.14 Mar-14 Residential 107,588 1basement with
SW(H)/3,ROAD- G+13 Storied
2,GULSHAN,Dhaka building
19 Alamin Metro 293 & 295 28.09.14 Sep-14 Commercial 114,184 3basement with
Centre Fakirapool,Dhaka G+21 Storied
building
Location of Upcoming project is stated below:
Sl. No New Project Location Status
1 4 & 5 Station Road, Farmgate, Tejgaon Commercial

2 House-10, Dhanmondi,Dhaka Residential
3 4 North Kafrul, Ibrahimpur Residential cum commercial
4 46 Kakrail, Dhaka Commercial
5 53,Kakrail, Dhaka Commercial
(iii) Plant, machinery, technology, process, etc.
Machinery & technology

Shamsul Alamin Real Estate Limited (SAREL) has been using Modern and new machineries and technology in
order to construct of high quality of Apartment and Commercial spaces. It helps them to be competitive
over their competitors because of latest machineries and technology.
Major items of construction equipment includes Mixture Machine, Nozzle, Vibrator Machine (diesel &
electric), Water Pump, Water Tank, Submersible Pump, Drill machine, Generator, Grinding machine, Steel
shutter, Column shutter, Beam shutter etc. The company has been adding construction equipments to its
operation every year to cope with increasing volume of business.
Process
SAREL operates their projects under a set of strategies as implemented by the company management.
Process chart shown in below:
39
Process chart
Search Prospect Land SAREL Suvey the Land Area
Survey for soil test SAREL Finally confirm the

land
Agreement with the land Position Take Over from land

owner owner
Finalize the design tasks, Design on buildings by

SAREL submit plan to RAJUK architects
Clearance is acquired from SAREL start the

RAJUK & Plan Approval construction
SAREL sell the

Identifying the target
apartments/commercial
Customer
Spaces
Post Sale Customer

Services
Handover the projects to
customers
40
(iv)Details of the major events in the history of the issuer, including details of capacity/facility
creation, launching of plant, products, marketing, change in ownership and/or key management
personnel etc;
Date of Incorporation 3rd October 1992
Date of commercial operation January 1, 2003
Converted to Public Limited Company October 11, 2010
Increased Capital (Last) Tk. 250,000,000 allotment date 02 December 2010
Appointment of Managing Director 28-11-2010
SAREL Chairman past President of BTMA 2011-2012,-2013-2014
SAREL MD also President of REHAB 2016-2018
Appointment of Chairman 28-11-2010
Details of capacity/facility creation N/A
Upcoming Projects 05 Projects of Residential and Commercial
SAREL has separate marketing department. The company advertises
in billboard, print media to build their image in the market. Marketing
employees negotiates with the client on the offer price that is set by
the Logistics Department. Moreover, SAREL offers marketing
Marketing Strategy promotion through online and other medium. CRISL however, views
that the company is required to increase effort as well as recourse
base to tap the market during such adverse economic and real estate
business turmoil.
Appointment of Independent Director Mr. T.M. Fateh Kabir date of appointment 12.03.2017
(v) Principal products or services of the issuer and markets for such products or services. Past
trends and future prospects regarding exports (if applicable) and local market, demand and
supply forecasts for the sector in which the product is included with source of data;
Principal Products/Services
Principal products of the company are:
(1) Apartment: Apartment spaces approximately cover more than 64.35% of total revenue for the
year ended December 31, 2016. SAREL has already completed 13 residential apartment projects.
List of Completed Residential Projects
Sl. No Nature Projects

Projects Name Address
handover date
1 Alamin Royal Villa Residential Jul 2006 Plot-46, Road-3, Sector-13, Uttara
2 Alamin Park View Residential May 2007 Plot-53, Road-5, Sector-13, Uttara
3 Alamin Orchid Residential Oct 2007 Plot-48, Road-3, Sector-13, Uttara
4 Alamin Lake View Residential Jun 2008 Plot-5, Road-7, Bl-C, Niketon
5 Alamin Water Front Residential Dec 2008 Plot-28, Road-130, Gulshan-1
6 Alamin Grandeur Residential Jul 2010 Plot-117, Road-4, Block-A, Banani
7 Alamin Chandrima Residential Jul 2010 Plot-524, Matikata, Dhaka Cant.
8 Alamin Lake Breeze Residential Jul 2010 Plot-26, Road-130, Gulshan-1
9 Alamin Gardenia Residential Jun2014 Plot-B-75, Road-4, Niketon
10 Alamin Sheuly Residential Jun2014 Plot-3, R#3/A, Sector-9, Uttara
11 Alamin Park Panorama Residential Jun2015 Plot-105, Road-13/A, Bl-C, Banani
12 Alamin Legend Residential Jun2015 Plot-116, Road-15, Bl-C, Banani
13 Alamin City Residential Dec 2016 Kailakoir, Savar, Dhaka
41
List of Ongoing Residential Projects
Rajuk Project
Sl. Total Area
Project Name Location Approva Starting Status Storied Building
No (Sft.)
l Date Year
2 basement with
Plot-CEN (F) 9, R#05,
1 Alamin Spelndour 01.04.09 Jun-09 Residential 124,412 G+13 Storied
Gulshan
building
Alamin Crimson Plot#30,R#3, Sector- G+8 Storied

2 11.03.09 Aug-09 Residential 19,035
Glory 13, Uttara building
Alamin Haq H# 63,Sector#10, G+9 Storied

3 21.06.07 Apr-10 Residential 19,400
Heritage Uttara building
Residential 3basement with

Alamin Islam
4 33, Paltan, Dhaka 30.07.07 Jun-10 Cum 83,897 G+16 Storied
Bhaban
Commercial building
Residential 2 basement with

Alamin Apon Plot#27/1/B, R#3,
5 28.01.07 Jun-10 Cum 117,487 G+14 Storied
Heights Shyamoli, Dhaka
Commercial building
1basement with
Plot#9, R#28,
6 Alamin Asha Heights 12.05.10 Aug-10 Residential 32,620 G+12 Storied
Sector#7, Uttara
building
14, Aloal Avenue, G+9 Storied

7 Alamin Tulip Garden 24.08.10 Oct-10 Residential 21,785
Sector#6, Uttara building
1basement with
Alamin 83/1, Matikata,
8 06.09.10 Nov-10 Residential 66,622 G+13Storied
Rajanigandha Dhaka Cant.
building
Plot#107, R#13, G+8 Storied

9 Alamin Super Nova 15.06.10 Aug-10 Residential 20,477
Block#E, Banani building
2 basement with
10 Alamin Tonmoy Baridhara, Dhaka 15.04.12 June-12 Residential 39,249 G+9 Storied
building
H# 70,Block #B, G+9 Storied

11 Alamin Snow Drop 12.10.11 Dec-11 Residential 19,572
Bashundhara building
5, Shahmaghdum G+5 Storied

12 Alamin Elegance 17.01.07 Dec-11 Residential 18,211
21, Shahmaghdm G+5 Storied

13 Alamin Paragon 17.01.07 Dec-11 Residential 18,211
G+9 Storied
14 Alamin Grace Bakshi Bazar, Dhaka 16.04.13 May-13 Residential 47,081
building
1basement with
Alamin Ajmol Mazar Road,
15 04.04.13 May-13 Residential 32,595 G+9 Storied
Felicita Mirpur-1, Dhaka
building
PLOT- 1basement with

16 Alamin Angur SW(H)/3,ROAD- 05.03.14 Mar-14 Residential 107,588 G+13 Storied
2,GULSHAN,Dhaka building
42
List of Upcoming Residential Projects
1 House-10, Dhanmondi,Dhaka Residential
2 4 North Kafrul, Ibrahimpur Residential & commercial
(2) Commercial spaces: Commercial spaces approximately cover more than 35.35% of total revenue
for the year ended December 31, 2016.
List of Ongoing Commercial Projects

SL
Projects Name Status % of Completion Address
No
01 Alamin M. Tower Commercial 62 75/76, Kakrail, Dhaka
02 Alamin Islam Bhaban Commercial & Residential 94 33, Paltan, Dhaka
Plot#27/1/B, R#3, Shyamoli,
03 Alamin Apon Heights Commercial & Residential 87
Dhaka
04 Alamin Icon Centre Commercial 40 Baridhara, Dhaka
05 Alamin Metro Centre Commercial 5 293 & 295 Fakirapool, Dhaka
List of Upcoming Commercial Projects

1 4 & 5 Station Road, Farmgate, Tejgaon Commercial
2 4 North Kafrul, Ibrahimpur Residential cum commercial
3 46 Kakrail, Dhaka Commercial
4 53,Kakrail, Dhaka Commercial
Market for the Products/Services

Based on the number and size of projects, besides brand strength in market place and upcoming projects
portfolio, SAREL has a strong position that is the key for success in real estate sector. The Company has
established its brand name in real estate market with its asset quality and customer services. SAREL is
widely focused in the Real Estate business which includes construction of apartments, construction of
commercial and shopping mall complex, and providing architectural and civil engineering consultancy
services. From inception, it concentrated its operation towards developing low-rise and high-rise residential
and commercial complexes. The company has a good profile of completed projects in different parts of
Dhaka city. Most of the projects have been constructed for residential usage. The development
concentrated in locations like Paltan, Fakirapool, Kakrail, Shyamoli, Mirpur, Uttara, Gulshan, Baridhara,
Banani, Niketan etc. The company has already completed 13 projects whereas the company has 19 ongoing
projects. SAREL has gained a positive image in the market due to their quality assured buildings and
apartments as well as good location of the projects which also helped to enhance this image further. The
Company also targets to build apartment for low income group people and built apartment on the outskirts
of Dhaka City to reduce the pressure in Dhaka city.
Past trends:
Last 5 years Revenue of Shamsul Alamin Real Estate Limited
Dec. 31, 2016

Particulars June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012
(6 months)
Revenue from
266,279,849 436,706,539 514,244,288 588,157,969 585,666,146 668,537,535
constructions
43
Future prospect:
The management of the company strongly believes that the future prospect of SAREL will be better because
SAREL has 19 ongoing projects & 05 large upcoming projects which have already been mentioned in the
prospectus.
(vi) If the issuer has more than one product or service, the relative contribution to sales and
income of each product or service that accounts for more than 10% of the companys total
revenues;
The relative contribution to sales and income of each product that accounts for more than 10% of the
Companys total revenue are mentioned below:
For the year ended December 31, 2016

For the year ended June 30, 2016
Product (6 months)
Sales Volume (BDT) % Sales Volume (BDT) %
Apartments 172,149,922 64.65 304,908,505 69.82
Commercial Spaces 94,129,927 35.35 131,798,034 30.18
Total 266,279,849 100.00 436,706,539 100.00
(vii) Description of associates, subsidiary and holding company of the issuer and core areas of
business thereof;
SAREL does not have any associate, subsidiary or holding Company.
(viii) How the products or services are distributed with details of the distribution channel.
Export possibilities and export obligations, if any;
A strong team of marketing & sales are engaged to offer the product through daily news paper, web site,
direct mailing, REHAB fair, personal contact, project sign board, bill board and existing buyer. After the
completion of a project, SAREL transfer the ownership of the apartments or commercial spaces on the basis
of selling agreement. Export possibilities and export obligations is not applicable for this company.
(ix) Competitive conditions in business with names, percentage and volume of market shares of
major competitors:
The company operates in a highly competitive business environment. The followings are the major real
estate companies in Bangladesh and major competitors of Shamsul Alamin Real Estates are as under:
1 Building Technology & Ideas Limited

2 Concord Real Estate & Development Limited
3 Bay Developments Limited
4 Asset Developments & Holdings Limited
5 Navana Real Estate Limited
6 South Breeze Housing Limited
7 Shanta Properties Limited
8 Assurance Developments Limited
9 Sheltec Limited
10 Rupayan Real Estate Limited
There is no market data in respect of percentage and volume of market shares of major competitors.
44
(x) Sources and availability of raw materials, names and addresses of the principal suppliers and
contingency plan in case of any disruption:
Shamsul Alamin Real Estate Limited uses key materials including (a) MS rod, Cement, Stone chips, Sanitary
& Plumbing materials, Electrical good, Sand, Ready-Mix , Bricks, Wood, including various types of building
products and (b) Lift, Generator, Subs Station, Tiles, Marble and fencing materials. They follow global
sourcing and vendor development policy under which supply sources are identified, suppliers capabilities
are assessed and competitive supply terms are negotiated through competitive bidding for key supplies.
Suppliers are evaluated periodically on supply reliability, quality and prices with new suppliers being added
after they meet the required quality and reliability benchmarks through supplier appraisals and track
record. Key suppliers includes BSRM Steels Limited, BAIZID Steels Ltd., Magnum Steel Industries Ltd., Shah
Cement Industries Limited, Seven Circle BD Limited, CEMEX Cement BD Limited, Anowar Cement Limited,
Faim Traders Limited, Ittadi Enterprise Limited, Moon Trade International, Jahanara Corporation, Stata
Samber Prime Marble & Granite, Maan Bangladesh Ltd., ORBIT Technology Ltd., Rahman BD Company Ltd.,
AEG Engineering Ltd, Cross World, BRB Cable Industries Ltd. and Paradise Cables Limited.
Name of Principal Suppliers:

Name of Raw
SL Name of Supplier Address
Material
1. Magnum Steel Industries Ltd House-26, Road-34, Gulshan, Dhaka-1212 MS Rod
Mahbub Castle (2 -4 Floor), 35/A Purana
nd th
2. BSRM Steel Ltd MS Rod
Paltan Lane, Inner Circular Road, Dhaka-1000
Hossain Centre (2 Floor), 106, Gulshan
nd
3. BAIZID Steel Ltd MS Rod
Avenue, Gulshan-2, Dhaka
29/10, K.M. Das Lane, Tikatuly, Dhaka-1203,
4. Rahim Steel Ind Ltd. MS Rod
Bangladesh
Venture Tower (Level-8, 9 & 10)
5. Metro Politon Ispat Ltd 3 Bir Uttam A.K. Khandakar Road MS Rod
Mohakhali C/A, Dhaka-1212
6. Abul Khair Steel Mills Ltd Houe-6,Road-93,Gulshan-2 MS Rod
7. K M Enterprise 103 Naya Paltan MS Rod
11 Gausul Azam Avenue, Flat # B6, Sector # 14,
8. Salim & Brothers MS Rod
Uttara, Dhaka 1230, Bangladesh.
9. Rafiq & Brothers CHA-72/2, North Badda, Dhaka-1212. MS Rod
Empori Financial Center, Level # 13,Plot#6,
10. Shah Cement Industries Ltd Road # 93, North Avenue, Gulshan-2 ,Dhaka- Cement
1212.
LANDVIEW, 7th, 8th Floor, 28 Gulshan North
11. Seven Circle BD Ltd. Cement
C/A, Gulshan-2. Dhaka 1212
75, Suhrawardi Avenue, Block K, Baridhara,
12. CEMEX Cement Bd Ltd. Cement
Dhaka 1212, Bangladesh
NinaKabbo, Level - 7 227/A,Bir Uttam Mir
13. Holcim Cement Ind Ltd Shawkat Sarak (Tejgaon Gulshan Link Road) Cement
Tejgaon, Dhaka, 1208 Dhaka
Suvastu Imam Square, 3rd Floor 65, Gulshan
14. Lafarge Surma Cement Ltd. Cement
Avenue, Gulshan-1, Dhaka-1212, Bangladesh
Iqbal Centre (17th Foor), Banani
15. Bengal Tigers Ltd. Cement
Dhaka-1213.
House No. 2, Raod No. 9, Sector 06, Uttara,
16. Boral Chemical chemical
Dhaka, Bangladesh,
Baitul Hossain Building, (13th floor), 27,
17. Anowar Cement Ltd. Cement
Dilkusha C/A, Dhaka-1000,
45
18. Faim Traders 3/15, Bash Bari, Basila Road, Mohammedpur Sand
19. Five Brothers Enterprise 142, Matikhata Dhaka Cant-1206. Stone
20. Ittadi Enterprise 335, North Goran, Khilgaon, Dhaka Stone Chips
21. MS Trading Aligonj, Fatullah, Narayangonj Stone Chips & Sand
22. Rajib Traders Aligonj, Fatullah, Narayangonj Stone Chips
23. Rimo Bricks Baghia School, Konabari, Gazipur Bricks
24. SBMC Gorai Balughat, Mirjapur, Tangail Bricks
25. Dhaka Bricks Chand Mension, 66 Dilkusha Bricks
House # 242, Road# 03, DOHS Baridhara, Dhaka
26. Nirvana Auto Bricks Ltd Auto Bricks
Cantonment, Bangladesh.
85 Bir Uttam CR Dattu Road, Sonargaon, Tiles, Marble,
27. Moon Trade International
Hatirpool, Dhaka Sanitary
28. Mollah Bricks Konabari, Gazipur Auto Bricks
29. Hazi Shah Alam 143, Matikhata Dhaka Cant-1206. Auto Bricks
P# 30, R# 15, DIT Projects, Merul Badda, Progoti
30. BM Furniture Door Frame
Sharani, Dhaka.
31. Gazi Tank 37/2 Purana Paltan, Dhaka, Bangladesh. PUMP
32. Gazi Pipes 37/2 Purana Paltan, Dhaka, Bangladesh. PIPE
33. Sundarban Door & Furniture 796 Hazi Tower, Kazipara, Mirpur-1216. Door
8 Shewrapara, Rokeya Sharani, Mirpur, Dhaka-
34. Hatil Complex Door
1216, Bangladesh.
Shanta Western Tower, Level 13 Bir Uttam Mir
35. Partex Furniture Shawkat Road, 186 Tejgaon I/A, Dhaka 1208, Door
Bangladesh
36. Prime Marble & Granite H# 31, R# 136, Gulshan-1 Marble & Granite
37. Unique Group of Company 45 Kamal attartuk Avenue readymix
Mirpur Readymix &
38. Houe-6, Road-93, Gulshan-2 readymix
Concrete Ltd
House-14 (1st Floor), Road, 32, Gulshan-1,
39. NDE Readymix Concrete ltd readymix
Dhaka-1212
Tiles, Marble,
40. Jahanara Corporation House 14 (1st Floor), Road 7, Sector 3, Uttara
Sanitary
Tiles, Marble,
41. Stata Samber Sonargaon Road,Hatirpool, Dhaka
Sanitary
42. Unik Ceramics Ltd 45, Kemal Ataturk Avenue, Banani, Dhaka-1213 Tiles
House# 5(3rd Floor), Road# 1/A, Sector# 4,
43. RAK Paints Paint
Uttara Model Tower, Dhaka-1230, Bangladesh.
Berger House, House # 8, Road # 2, Sector # 3,
44. BERZER Paints Paint
Uttara Model Town, Dhaka-1230
ACI Formulations Plant
45. DULAX Paints Paint
Rajabari, Sreepur, Gazipur
46. ELITE Paints Ltrd EliteHouse # 54, Motijheel C/A Dhaka-1000. Paint
60/E/2, Purana Paltan, (Dawan
47. Nippon Paint BD Ltd paint
Monjeel)Dhaka 1000.
105 Pragati Sarani,Middle Badda, Dhaka
48. RFL Plastic CAT Door
1212,Bangladesh
185/1, North South Road, Siddique Bazar,
49. Sanitary Gallary Sanitary Fittings
Dhaka-100.
105 Pragati Sarani,Middle Badda, Dhaka
50. Rangpur Metal Ind Ltd Door
1212,Bangladesh
T. K. Bhaban (2nd Floor), 13 Karwan Bazar,
51. Super Board Door
Dhaka-1215.
52. AR Enterprise Siddique Bazar, North South Road, Dhaka Tiles, Marble,
46
Sanitary
Tiles, Marble,
53. A-One Polymer 27 Dilkusha C/A, Dhaka
Sanitary
54. BRB Cables Industries Ltd. House-10/B, Road-06, Dhanmondi, Dhaka Cable
Alawal Centre, 34 Kamal Attartuk Avenue,
55. Paradise Cables Ltd Cable
Banani, Dhaka
56. Super Sign Cables LTD 139, Sadaran Bima Bhaban-2, Motijheel. Cable
Configure Bepari Tower (3rd Floor) GA/64 ,
57. BBS Cables Ltd Middle Badda, Progati Sarani Dhaka-1212, Cable
Bangladesh
58. FACTO Ind Ltd 227/B, Tejgaon I/A, Dhaka, Bangladesh. Meter
59. Rahima Afrooz Dis. Ltd 104 Motijheel C/A, Dhaka-1000 Electronics materials
60. Citizen Cables Ltd 227/B, Tejgaon I/A, Dhaka, Bangladesh. Cable
Firoz Tower, ( 3rd Floor), 152/3-B, Bir Uttam
61. MAAN Bangladesh Ltd Kazi Nuruzzaman Sarak, Dhaka-1205, Lift
Bangladesh
House-65/A, Road- 6/A, New, Dhanmondi,
62. ORBIT Technology Ltd Lift
Dhaka
63. RAHMAN BD Company Ltd 30, Jiban Bima Bhaban, Motijheel, Dhaka Lift
64. AEG Engineering Ltd 103 Motijheel C/A, Dhaka-1000 Sub-Station
House 06, Road 92, Gulshan, Dhaka 1212,
65. Cross World Ltd Generator
Bangladesh
The Eltech Engineering
66. House-60-D,Road-131,Gulshan South Passengers lt
Co.Ltd
67. Navana Electronics Ltd. 270,Tejgaon1/A, Dhaka-1208 Substation
29/17 Tajmahal Rd, Mohammed Pur,Dhaka-
68. Run Power Engineering Ltd Voltage Stabilizer
1207
69. MUM Power Ltd 416/1 Tejgoan I/A, 1208 Dhaka. Sub-Station
18 DIT Avenue Lal Bhaban (3rd Floor),Motijheel
70. Energy Perk Ltd. Generator
C/A, Dhaka-1000. Bangladesh.
47
Contingency plan in case of Disruption of supplier
The Company has already arrangement with more than one suppliers in different category of supplies as
mentioned above Para under Sources and availability of raw materials, names and addresses of the
principal suppliers.
(xi) Sources of, and requirement for, power, gas and water; or any other utilities and
contingency plan in case of any disruption:
Sl. Description Source Current Requirement Contingency plan in case of

No. (Approx) Disruption of utilities
There are 5 (five) nos. of capacity and well
DESCO, DESA and Bangladesh equipped stand by diesel generators of
Power Development Board (BPDB), which four (4) nos of 12.5 KVA and (1) no of
1 Electricity N/A
Dhaka Power Distribution Company 55 KVA respectively, which are capable of
(DPDC), REB. meeting full load requirement of power
supply in our projects
The Company needs
Water supply is ensured from around 1,27,724 liters of
2 Water Dhaka WASA. water per day to N/A
the existing projects of
SAREL.
Except for ordinary use in office,
3 Gas the company does not require gas N/A N/A
for its operation in any projects
(xii) Names, address(s), telephone number, web address, e-mail and fax number of the
customers who account for 10% or more of the companys products/services with amount and
percentage thereof;
The companys products or services are sold to various customers. However, no single customer provides
10% or more of the Companys total revenue.
(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the
suppliers from whom the issuer purchases 10% or more of its raw material/finished goods with
amount and percentage thereof;
The company buys raw materials from various suppliers. However, no single suppliers provide 10% or more
of its raw material/finished goods.
(xiv) Description of any contract which the issuer has with its principal suppliers or customers
showing the total amount and quantity of transaction for which the contract is made and the
duration of the contract. If there is not any of such contracts, a declaration is to be disclosed
duly signed by CEO/MD, CFO and Chairman on behalf of Board of Directors:
The company has not entered into any material contract with any of its principal suppliers or customers.
Declaration regarding Contract with Principal suppliers or customers
This is to certify that Shamsul Alamin Real Estate Limited did not enter into any contract with its
principal suppliers or customers.
Sd/- Sd/- Sd/-

Mr.Alamgir Shamsul Alamin Mr. Bikash Chandra Saha Mr.Jahangir Alamin
Managing Director Chief Financial Officer Chairman
On behalf of board
48
(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with
issue, renewal and expiry dates;
Following are the basic licenses taken by the company:
Particulars Issuing Authority No. of License/Registration Validity
Trade License Dhaka South City Corporation No: 02009291 30 June 2017
Real Estate & Housing
Membership of REHAB No. 165 March 2018
Association of Bangladesh
The company requires to take RAJUK clearance for constructions upto 10 storied buildings. On the other
hand, SAREL requires taking NOC / Clearance /License from the following authorities for the constriction of
buildings above 10 stories:
Bangladesh Civil Aviation Authority
Dhaka City Corporation
Fire Service & Civil Defense Authority
Water And Sewrage Authority (WASA)
Titas Gas Transmission & Distribution Co. Ltd
Dhaka Electric Supply Company Ltd (DESCO)/ Dhaka Power Distribution Company Ltd(DPDC)
Environmental Authority
Dhaka Metropolitan Police
Currently SAREL has 07 ongoing projects which is over 10 storied construction and taken all necessary NOC /
Clearance /License from the above mentioned authorities.
(xvi)Description of any material patents, trademarks, licenses or royalty agreements;

The Company has no material patents, trademarks, licenses or royalty agreements.
(xvii) Number of total employees and number of full-time employees;
Total No of Employee
Particulars Status of Employee
31 December 2016 30 June 2016
Office Employee's 47 43 All are Full time employee
Project Employee's 58 74 All are Full time employee
Total 105 117
(xviii) A brief description of business strategy:

SAREL is widely focused in the Real Estate business which includes construction of apartments, construction
of commercial and shopping mall complex, and providing architectural and civil engineering consultancy
services. From inception, it concentrated its operation towards developing low-rise and high-rise residential
and commercial complexes. SAREL maintains close contact with its customers to ensure efficient
distribution of products. The company values its relationship with its customers and always strives to
maintain that relationship. SAREL operates their projects under a set of strategies as implemented by the
company management.
SARELs key strategic objectives are to:
To offer finest apartments in excellent locations to the clients

To provide sound construction with aesthetic design to the clients
To install best possible fittings and fixtures
To satisfy clients by expert-oriented service
To help solving the residential problems of Dhaka city
To perform social responsibility for a happy future Market
To ensure better quality of products in competitive market
49
(xix) A table containing the existing installed capacities for each product or service, capacity
utilization for these products or services in the previous years, projected capacities for existing
as well as proposed products or services and the assumptions for future capacity utilization for
the next three years in respect of existing as well as proposed products or services. If the
projected capacity utilization is higher than the actual average capacity utilization, rationale to
achieve the projected levels:
In the real estate sector it is very difficult to identify projected capacities & utilization and other related
information. However it can be stated that the company has adequate expertise, manpower strength and
funding capability to meet the growing demand of the market.
(m) Description of Property

(i) Location and area of the land, building, principal plants and other property of the company
and the condition thereof;
The company has following fixed assets as on 30 December, 2016:
Written Down Value as on
Particulars
31 December 2016
Construction equipment 5,978,011
Office equipment 1,597,791
Furniture & fixtures 280,663
Vehicles 12,725,683
Tools 225,824
Office decoration 6,258,954
ERP software 916,672
Total 27,983,597
The all the above mentioned assets are located at the corporate office of the Company situated at Alamin
Centre, 25/A Dilkusha C/A, Motijheel, Dhaka and at various project offices/sites. All the assets of the
Company are in its own name.
Investment property:
The investment property consists of 2nd to 6th Floor & 11th Floor , Basement & Car Parking of Alamin
Center, 25/A Dilkusha C/A, Dhaka-1000. For Investment property, the Company follows BAS 40 i.e. Fair
Value Model as subsequent measurement.
Sl. No Particulars of Property Address Land area Floor Area (sft)
1 2nd Floor 1,066.00

2 3rd Floor 5,587.80
3 4th Floor 5,587.80
Alamin Centre, 25/A Total Land area 0.0413
4 5th Floor 5,587.80
Dilkusha C/A, Dhaka-1000 acre
5 6th Floor 5,587.80
6 11th Floor 5,267.00
7 Basement & Car Parking 1,382.00
Total 30,066
(ii) Whether the property is owned by the company or taken on lease;

All the assets of the Company are in its own name.
50
(iii) Dates of purchase, last payment date of current rent (LvRbv) and mutation date of lands,
deed value and other costs including details of land development cost, if any and current use
thereof;
SAREL have purchased the commercial floor inclusive of the proportionate share of land, so, the land and
commercial floor cannot be segregated. The land area measuring as follows:
Last payment
Land Area of
Date of Mutation date of Floor Area
Deed No. Deed Value development & proportionate
purchase date current rent (sft)
Other Cost Land (Acre)
(LvRbv)
5567 27.12.2010 13.02.2011 1423(Bangla) 65,000,000 15,736,200 0.0413 30,066
(iv) The names of the persons from whom the lands has been acquired/proposed to be acquired
along with the cost of acquisition and relation, if any, of such persons to the issuer or any
sponsor or director thereof;
Status of Names of the persons from whom the lands has Cost of Relation with
Area been acquired acquisition Issuer/sponsor /director
Three (03) land Owner
Shamsul Alamin Real Estate Limited
are holding the Directorship
purchase/acquired measuring 0.0413 acre land
of SAREL
(proportionate) & floor area 30,066 sft. from the
Commercial 1. Mr. Md. Jahangir Alamin
persons of 1. Late A.k. Shamsul Alamin 2. Mr.
Floor 80,736,200 2. Mr. Md Alamgir Shamsul
Jahanara Alamin 3. Mr. Md. Jahangir Alamin 4.
Alamin
Mr. Md Alamgir Shamsul Alamin 5. Mr. Md.
3. Mr. Md. Arafin Shamsul
Arafin Shamsul Alamin
Alamin
(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if
required;
The issuer has received an approval to use of the land from Rajdhani Unnayan Kartripakkha (RAJUK).
(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge
on the property, with name of the mortgagee;
The Company has mortgaged the investment property to Dhaka Bank Limited, (Islami Banking Branch, SARA
Tower, Dhaka) against the loan, in the form of revolving Murabaha Trust Receipt.
(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor,
principal terms and conditions of the lease agreements and details of payment;
No Property is taken by the Company under lease agreement except the following rental agreement:
Name of the Payments as
Lease Agreement Name of Principal terms and on 31 Expiration
Sl. No
the lessor conditions December Years
2016
Mrs. Signing date of
03 years from
1. House Rent Jahanara Agreement 01 July 2016. 600,000
date of Signing
Alamin
(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale,
condition when purchased, country of origin, useful economic life at purchase and remaining
economic life, purchase price and written down value;
51
Date of Description Seller`s Name Seller Address Years Condition Country of Purchase Written Useful Remaining
Purchase of when Orgin price down economic economic
sale Purchased including Value life at life
other purchase
related cost
13-06-2012 Roof Hoist Machine Bionic Engineering 114,Lalmohan street, Dolaikhal, N/A Brand New Bangladeshi 105,000 31,500 5 06 months
Dhaka.
30-04-2012 Steel Props Ravin Enterprise 79/14, North Jatrabari, 4 No N/A Brand New Bangladeshi 1,687,500 168,750 5 08 months
Gate,Demra, Dhaka
15-03-2012 Steel Shutter Mukta Metal Engr. 65/G, Bashbari, Mohahmmadpur, N/A Brand New Bangladeshi 1,868,357 186,836 5 09 months
Works Dhaka
05-04-2012 Generator(Small Power Control Suit#711,Nahar Plaza, 26 Sonargaon N/A Brand New China 65,000 2,600 5 08 months
Size) road, Dhaka
15-01-2012 Steel Props Ravin Enterprise 79/14, North Jatrabari, 4 No N/A Brand New Bangladeshi 3,925,000 633,833 5 11 months
Gate,Demra, Dhaka
13-02-2012 Mixture Machine Master Enterprise 90/A, Nababpur road, Dhaka. N/A Brand New Bangladeshi 76,000 13,680 5 10 months
11-03-2012 Steel Shutter Mukta Metal Engr. 65/G, Bashbari, Mohahmmadpur, N/A Brand New Bangladeshi 937,360 18,747 5 09 months
Works Dhaka
30-03-2012 Scafoulding Ravin Enterprise 79/14, North Jatrabari, 4 No N/A Brand New Bangladeshi 362,926 7,259 5 09 months
Gate,Demra, Dhaka
10-03-2013 Roof Hoist Machine Bionic Engineering 114,Lalmohan street, Dolaikhal, N/A Brand New Bangladeshi 116,000 25,520 5 1 year 3
Dhaka. months
11-05-2013 Steel Shutter Mukta Metal Engr. 65/G, Bashbari, Mohahmmadpur, N/A Brand New Bangladeshi 468,499 121,810 5 1 year 5
Works Dhaka months
30-06-2013 Tower Hoist Shahajalal La-35/A, Middle Badda, Dhaka N/A Brand New Bangladeshi 302,000 84,560 5 1 year 6
Machine Engineering months
Dhaka. months
Dhaka. months
05-08-2013 Generator(Small Power Control Suit#711,Nahar Plaza, 26 Sonargaon N/A Brand New China 50,000 16,000 5 1 year 8
Size) road, Dhaka months
31-01-2013 Drill Machine Hazi Store & Shop-5, 168, Nababpur road, Dhaka. N/A Brand New China 63,445 23,982 5 1 year 11
Electronics months
28-02-2013 Welding Machine Hazi Store & Shop-5, 168, Nababpur road, Dhaka. N/A Brand New China 37,000 14,060 5 1 year 2
52
Electronics months
30-04-2013 I. Beam & Struts A K Traders 67, Nayapaltan, City Heart(11th N/A Brand New Bangladeshi 1,050,000 252,000 5 1 year 4
floor), Dhaka. months
16-08-2013 I. Beam & Struts A K Traders 67, Nayapaltan, City Heart(11th N/A Brand New Bangladeshi 1,575,000 504,000 5 1 year 8
12-10-2013 Roof Hoist Machine Shahajalal La-35/A, Middle Badda, Dhaka N/A Brand New Bangladeshi 128,000 46,080 5 1 year 10
Engineering months
15-11-2013 Steel Props Ravin Enterprise 79/14, North Jatrabari, 4 No N/A Brand New Bangladeshi 117,441 44,252 5 1 year 11
Gate,Demra, Dhaka months
Engineering months
Engineering months
30-09-2013 Grainding Machine Hazi Store & Shop-5, 168, Nababpur road, Dhaka. N/A Brand New China 230,000 78,154 5 1 year 9
Electronics months
18-01-2013 Generator(Small Master Enterprise 90/A, Nababpur road, Dhaka. N/A Brand New China 65,000 14,300 5 1 year 1
Size) months
15-02-2013 Steel Props Ravin Enterprise 79/14, North Jatrabari, 4 No N/A Brand New Bangladeshi 174,826 38,462 5 1 year 2
22-10-2014 Cargo Lift Bionic Engineering 114,Lalmohan street, Dolaikhal, N/A Brand New Bangladeshi 1,050,000 588,000 5 2 year 10
Dhaka. months
05-08-2014 Generator(Small Power Control Suit#711,Nahar Plaza, 26 Sonargaon N/A Brand New China 60,000 30,000 5 2 year 08
Size) road, Dhaka months
26-08-2015 Generator(Big Size) Power Control Suit#711,Nahar Plaza, 26 Sonargaon N/A Brand New China 340,000 244,800 5 3 year 08
road, Dhaka months
30-01-2016 I. Beam & Struts A K Traders 67, Nayapaltan, City Heart(11th N/A Brand New Bangladeshi 1,283,800 1,255,556 5 4 year 1
30-06-2016 Scafoulding Ravin Enterprise 79/14, North Jatrabari, 4 No N/A Brand New Bangladeshi 434,000 381,920 5 4 year 6
01-07-2016 Steel Shutter Mukta Metal Engr. 65/G, Bashbari, Mohahmmadpur, N/A Brand New Bangladeshi 652,956 587,660 5 4 year 7
Works Dhaka months
30-10-2016 Generator(Big Size) Run Power Eng. Ltd. 30/10-B, Gr. Floor, Tajmohal road, N/A Brand New China 390,000 377,000 5 4 year 10
50KVA Mohammadpur, Dhaka months
Total Amount 18,163,110 5,978,011
53
(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of
the suppliers, date of placement of order and the date or expected date of supply, etc.
The company does not have planned to procure any machinery & equipment by using IPO Proceeds.
(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost
estimates given shall also be mentioned;
The company does not have any machinery that is yet to be delivered.
Auditor's Certificate Regarding Purchased in Brand New Condition of Machineries
During the course of our audit, we have examined the relevant papers of plant and machinery and
observed that, no re-conditioned or second-hand plant & machinery is used by Shamsul Alamin Real
Estate Limited.
Sd/-
Date, Dhaka; S F Ahmed & Co.
March 29, 2017 Chartered Accountants
(xi) If plant is purchased in brand new condition, then it should be mentioned;

All the assets are in good condition and no re-conditioned or second hand Assets or Machinery are
used by the company.
(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if
any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of
the said machineries as submitted to the Commission;
The company uses no re-conditioned or second-hand machinery. Also it has no plan to buy second-hand or re-
conditioned machineries in future.
(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to
the Commission;
PHYSICAL VERIFICATION REPORT
Name of Company Shamsul Alamin Real Estate Limited

Registered Office Alamin Center, 25/A Dilkusha C/A, Dhaka-1000
Date of Visit 18 March 2017
As part of Issue Managers due diligences process in order to
verify the operational status and each project locations of
Purpose of Visit
Shamsul Alamin Real Estate Limited before public issue of
ordinary shares.
Mr. Bikash Chandra Saha
Chief Financial Officer
Accompanied by Issuer
Md. Ashraf Ali
Manager (Project Operation)
Muhammad Nazrul Islam FCMA CMA (CIMA-UK)
Visited by Issue Manager
Sumit Podder
Manager
54
Nature of Business The Company is engaged in Real Estate business.
Alamin M. Tower, Alamin Spelndour, Alamin
Rajanigandha,Alamin Super Nova,Alamin Islam
Bhaban,Alami Crimson Glory,Alamin Apon Heights,Alamin Asha
Heights,Alamin Tulip Garden, Alamin Haq
Visited Projects Heritage,Alamin Snow Drop,Alamin Paragon,Alamin
Elegance, Alamin Grace,Alamin Ajmol Felicita,
Alamin Icon Centre,Alamin Tonmoy,Alamin Angur,
Alamin Metro Centre
Visited Companys Registered Office Alamin Center, 25/A Dilkusha C/A, Dhaka-1000
The projects locations of for the company are Paltan,
Project Locations Fakirapool, Kakrail, Bakshi Bazar, Shyamoli, Mirpur,
Cantonment, Uttara, Gulshan, Baridhara and Banani.
SAREL is operating their projects with adequate safety and
security measures which are in line with the industry. Personal
Projects Safety Measures
safety equipments involve using helmets, safety goggles, gloves,
boots and other accessories.
The company is moderately equipped with construction and
Projects Construction Facilities infrastructures facilities. The company has moderate
equipments of its own to handle project.
Major items of construction equipment includes Mixture
Machine, Nozzle, Vibrator Machine (diesel & electric), Water
Pump, Water Tank, Submersible Pump, Drill machine,
Equipments of Projects Generator, Grinding machine, Steel shutter, Column shutter,
Beam shutter etc. The company has been adding construction
equipments to its operation every year to cope with increasing
volume of business.
Sd/-
Muhammad Nazrul Islam FCMA CMA (CIMA-UK)
(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the
property, whether the same are legally held by the issuer and whether all formalities in this regard have been
complied with:
The company has no intellectual property right or intangible asset except ERP software, known as accounting
software and its written down value as on 31 December 2016 is Tk. 916,672
(xv) Full description of other properties of the issuer;

Written Down Value as on
Particulars
31 December 2016
Construction equipment 5,978,011
Office equipment 1,597,791
Furniture & fixtures 280,663
Vehicles 12,725,683
Tools 225,824
Office decoration 6,258,954
ERP software 916,672
Total 27,983,598
55
(n) Plan of Operation and Discussion of Financial Condition
(a) Internal and external sources of cash;
The internal sources of the fund of the company are the share and Retained earnings. The external sources of
cash are Short Term Loans.
Particulars 31-Dec-16 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13 30-Jun-12
(6 months)
Internal sources of Cash:
Share Capital 350,000,000 350,000,000 350,000,000 350,000,000 350,000,000 350,000,000
Sub Total 1,537,593,364 1,484,745,914 1,418,246,490 1,409,395,186 1,383,804,840 1,272,594,592
External Sources of Cash:
Short Term Loan 177,934,591 187,467,563 141,314,186 138,205,283 152,902,722 121,730,505
Sub Total 177,934,591 187,467,563 141,314,186 138,205,283 152,902,722 121,730,505
Grand Total 1,715,527,955 1,672,213,477 1,559,560,676 1,547,600,469 1,536,707,562 1,394,325,097
(b) Any material commitments for capital expenditure and expected sources of funds for such
expenditure;
The Company has no Material Commitment for Capital Expenditure other than as specified in Utilization of IPO
Proceeds under the head Use of Proceeds & Implementation Schedule of this Prospectus.
(c) Causes for any material changes from period to period in revenues, cost of goods sold, other
operating expenses and net income;
31.12.2016
Particulars (6 Months) 30.06.2016 30.06.2015 30.06.2014 30.06.2013 30.06.2012
(Amount in BDT)
Revenue from
266,279,849 436,706,539 514,244,288 588,157,970 585,666,146 668,537,535
Construction
Gross profit 99,213,804 138,004,950 119,999,415 151,528,335 179,302,385 121,581,174
Office & Administrative
(14,163,604) (29,349,595) (24,179,573) (28,782,890) (33,890,930) (44,972,070)
Expenses
Marketing & Distribution
(810,500) (1,898,796) (800,000) (1,000,000) (1,955,000) (5,704,066)
Expenses
Operation Profit 84,239,700 106,756,559 95,019,842 121,745,445 143,456,455 70,905,038
Non-operating income 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545
Non-operating expenses - - - - -
Financial cost (12,338,846) (23,494,162) (20,361,968) (22,271,093) (27,697,995) (6,300,777)
Loss on discontinued
- - (3,265,769) -
project
Net Profit before Tax 83,538,097 103,806,546 83,838,927 114,178,302 137,954,673 83,243,806
Workers Profit
Participation Fund & (3,978,005) (4,943,169) (4,191,946) - - -
Welfare Fund
Fair value gain on
- - (63,435,802) - - 47,504,280
investment property
Deferred Tax 429,426 (114,791) (975,898) (261,552) - -
Provision for Tax (27,142,068) (32,249,162) (6,383,976) (12,944,849) (26,744,425) (27,224,120)
Net Profit after tax 52,847,450 66,499,424 8,851,304 100,971,901 111,210,249 103,523,965
Earnings Per Share 1.51 1.90 0.25 2.89 3.18 2.96
Causes for Changes in Revenue from Construction:

Revenue is recognized under percentage of completion method in the manner explained in Bangladesh
Accounting Standard 11 Construction Contract. Last five years overall real estate sector of the country was
showing downtrend. It was due to high interest rate, political unrest, changing in government policy, Flat
registration cost increases etc. SARELs revenue also decreased during last five years in line with the trend of this
sector. Last two years i.e. in June 2015 & June 2016 no new project was taken by SAREL that is also a reason for
declining revenue during this period.
56
Causes for Changes in Construction Cost:
Price of major building raw materials in real estate sector such as rod, cement fallen significantly in 2015 and
2016 compared to the financial years ended June 2012,2013,2014. This is the main reason for decreasing cost of
construction in later years . Moreover, construction costs kept down through technological innovation, which
includes the increasing use of the metal from concrete framework system and the various projects that have
made use of the prefabricated system. These ensure adequate supply to meet the needs of the construction
industry at reasonable costs.
Causes for Changes in Operating Expenses:

No significant changes were done in last five years except the impact of inflation.
Causes for Changes in Net Profit:

From 2012 to June 2014 profit growth was stable as the company calculated its income tax as per section 53FF
and return was submitted under 82(C) (n) of the Income Tax Ordinance (ITO) 1984 as it was compulsory for the
real estate business entities irrespective of profit or loss during the year.
In the year June 2015 the profit was significantly fallen due to complying revaluation gain/(loss) on investment
considering the Bangladesh Accounting Standard 40 Investment in Property.
(d) Any seasonal aspects of the issuers business;

The economy of the country is growing and experiencing boom in real estate sector, hence there was no
seasonal impact on the products / service of the company directly. However, the construction work slows down
during the monsoon season. On the other hand, during the period of REHAB fair, apartments sales shows
uptrend in comparison to other periods.
(e) Any known trends, events or uncertainties that may have material effect on the issuers
future business;
The Company is enjoying significant market share in the real estate sector of Bangladesh. The increase in market
share is due to the Products / Service quality, professional expertise, and SARELs unrelenting pursuit of
excellence. However uncertainties may arise from:
a. Government policy including those relating to electricity, gas and water.
b. Increased competition;
c. Natural calamities;
d. Political unrest.
e. Changing customers demand
f. Failure in commitment to customers.
(f) Any assets of the company used to pay off any liabilities;
None of the assets of the company has been used to pay off any liabilities of the company.
(g) Any loan taken from or given to any related party or connected person of the issuer with details
of the same;
The company did not take or give any loan from connected person or to its subsidiary except the transactions
described in the following table:
Name of the Relationship Nature of 31 December 2016 30 June 2016
Company/Person Transaction
Value of Balance at year Value of Balance at year end
transaction end transaction Receivable/ (Payable)
during the Receivable/ during the
year (Payable) year
Shamsul Alamin Sister Inter company No 176,312 No 176,312
Cotton Mills Ltd Concern current account transaction transaction
57
(h) Any future contractual liabilities the issuer may enter into within next one year, and the impact,
if any, on the financial fundamentals of the issuer;
The company has no plan to enter into any contract creating future liabilities for the company with in next one
year except for those are created in the normal course of business activities.
(i) The estimated amount, where applicable, of future capital expenditure;
The Company has no plan to make any capital expenditure except for those mentioned in the Use of Proceeds
section in this prospectus.
(j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any
contingent liabilities stating why the same was not paid prior to the issuance of the prospectus.
Updated income tax status for the last 5 years or from commercial operation, which is shorter;
VAT: There is no VAT except for payment at the time of registration of its products. As such, there is no
outstanding VAT claim up to the year ended 31 December, 2016.
Income Tax: Year wise income tax status of the Company is depicted below:
Accounting Year Assessment Year Status
2012 2012-2013 Assessment was completed under section 83(2)/82C, subsequently

2013 2013-2014 company has contest to the tax commissioner against their additional
demand, vide appeal No. 608/co-95/zone-5/2016-2017/1570 dated
2014 2014-2015
12.04.2017.
2015 2015-2016 Assessment under process.
2016 2016-2017 Return submitted.
In addition, the company has a dispute with tax authority regarding the settlement of tax for the Assessment
Year 2011-2012. The company filed an application ref no.617 of 2015 to the Honorable Supreme Court of
Bangladesh (High Court Division) for relief the tax. In this regard, contingent liability for an amount of Tk.
84,868,903 was provided in the financial statements ended December 31, 2016.
Customs Duty: There is no outstanding custom duty of the Company.

(k) Any financial commitment, including lease commitment, the company had entered into during
the past five years or from commercial operation, which is shorter, giving details as to how the
liquidation was or is to be effected;
The company had no financial lease/loan facilities during last 05 (five) years.
(l) Details of all Personnel related Schemes for which the company has to make provision for in future years;
The Company believes in supporting its employees for its continued profitability and growth. Festival bonus is
paid to its employees. The company introduced Workers Profit Participation Fund (WPPF) in 2014 and
accordingly provision of fund was made in the financial statements ended 30 June 2015.
(m) Break down of all expenses related to the public issue;

Estimated IPO expenses will be determined after the determination of cut-off price through bidding process and
will be adjusted accordingly with the IPO proceeds.
(n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer
and the reason for the revaluation, showing the value of the assets prior to the revaluation
separately for each asset revalued in a manner which shall facilitate comparison between the
historical value and the amount after revaluation and giving a summary of the valuation report
along with basis of pricing and certificates required under the revaluation guideline of the
Commission;
58
The Company has not revalued any of its fixed assets except the valuation of its Investment Property as per BAS
40. The company first revalued its investment property in the year 2011 by Ata Khan & Co., Chartered
Accountants, which have been reflected in the financial statements of the company as on 30 June 2011. The
summary of revaluation is as follows:
The carrying amount Current Revalued

Revaluation
Particulars of property Area (sft) of Assets before amount as on
Surplus
Revaluation 30.06.2011
2 , 3 , 4 ,5 ,6 & 11
nd rd th th th th
Floor of Alamin Center

30,066 80,736,700 535,776,120 455,039,420
25/A Dilkusha C/A,
Dhaka
The company again revalued its Investment Property in the year ended June 2012 by Ata Khan & Co., Chartered
Accountants, to reflect the fair value of the property as per BAS 40. The summary of revaluation is as follows:
Current Revalued
Cost on Revaluation
Particulars of property Area (sft) amount as on
30.06.2011 Surplus
30.06.2012
2 , 3 , 4 ,5 ,6 & 11
nd rd th th th th
Floor of Alamin Center

30,066 535,776,120 583,280,400 47,504,280
25/A Dilkusha C/A,
Dhaka
In the year ended June 2015 by Ata Khan & Co, Chartered Accountants, the company again revalued their
Investment Property as per BAS 40 to reflect the fair value of the property as the market value of the Property.
The summary of revaluation is as follows:
Floor Total Expected Depreciated

Sl. Particulars of Land Date of Revalued Unexpired
Address Area Revalued Life Revalued
No Property area Acquisition Unit Cost Life %
(sft) Cost (years) Cost
1 2nd Floor 1,066.00 19,000 20,254,000 50 91.00% 18,431,140
2 3rd Floor Alamin 5,587.80 19,000 106,168,200 50 91.00% 96,613,062
Total
3 4th Floor Centre, 5,587.80 19,000 106,168,200 50 91.00% 96,613,062
Land
4 5th Floor 25/A 5,587.80 19,000 106,168,200 50 91.00% 96,613,062
area
5 6th Floor Dilkusha 27.12.2010 5,587.80 19,000 106,168,200 50 91.00% 96,613,062
0.041
C/A,
6 11th Floor 3 5,267.00 19,000 100,073,000 50 91.00% 91,066,430
Dhaka-
Basement & acre
7 1000 1,382.00 19,000 26,258,000 50 91.00% 23,894,780
Car Parking
Total 30,066 571,257,800 519,844,598
Current Revalued
Area Cost on Revaluation
Particulars of property amount as on
(sft) 30.06.2014 Surplus
30.06.2015
2 , 3 , 4 ,5 ,6 & 11
nd rd th th th th
Floor of Alamin Center 30,066 583,280,400 519,844,598 (63,435,802)

25/A Dilkusha C/A, Dhaka
The name, qualification, experiences of the valuer and the reason for the revaluation;
Particulars Revaluation of investment Property
Valuers Name Ata Khan & Co, Chartered Accountants
59
Valuers Address 67 Motijheel C/A, Dhaka-1000.
Qualification Chartered Accounts Firm
Sonali Bank Limited
Golden Harvest Agro Industries Limited
Dhaka-Shanghai Ceramics Limited
Bangladesh Export and Import Company Limited (Beximco)
International Television Channel Limited (NTV)
Borak Real Estate (Pvt) Limited
Experience Navana Real Estate Limited
Libra Infusion Limited
NCC Bank Limited
Aftab Hatchery Limited
Monno Ceramic Industries Limited
Unique Hotel & Resorts Limited
Prime Islami Life Insurance Company Limited
The purpose of this Work is to arrive at fair value of the aforesaid
Purpose of revaluation Investment Property of SAREL as per BAS 40 and to incorporate
such fair value in its financial statements for the year ended 30
June 2015
(o) Where the issuer is a holding/subsidiary company, full disclosure about the transactions,
including its nature and amount, between the issuer and its subsidiary/holding company, including
transactions which had taken place within the last five years of the issuance of the prospectus or
since the date of incorporation of the issuer, whichever is later, clearly indicating whether the issuer
is a debtor or a creditor;
The Company has no subsidiary nor it is operated under a holding company nor does it have any associate
company. Hence, no transaction has taken place.
(p) Financial Information of Group Companies: following information for the last three years based
on the audited financial statements, in respect of all the group companies of the issuer, wherever
applicable, along with significant notes of auditors:
There is no associate, subsidiary or holding Company except the following companies under common
directorship:
Fuad Spinning Mills Limited
Shamsul Alamin Spinning Mills Limited
Sunny Specialized Spinning Limited
Jahanara Alamin Spinning Mills Limited
Shamsul Alamin Cotton Mills Limited
Rokara Spinning Mills Limited
Fuad Spinning Mills Limited:
(1) Date of Incorporation : 04 September 1994
(2) Nature of Business : Yarn Production
Sl. Particulars 2015 2014
No
3 Equity Capital 1,054,773,177 1,053,179,047
4 Reserves 1,047,360,977 1,045,766,847
5 Sales 407,212,780 404,720,756
6 Profit After Tax 3,627,169 3,356,903
7 Earnings per share 48.94 45.29
8 Net Asset Value per share 14,230.23 14,208.72
60
Shamsul Alamin Spinning Mills Limited:
1. Date of Incorporation : 15 January 2002
2. Nature of Business : Yarn Production
Sl.
Particulars 2014 2013
No
3 Equity Capital 92,366,035 87,212,003
4 Reserves 91,836,035 86,682,003
5 Sales 230,680,590 251,071,629
6 Profit After tax 5,154,032 1,996,347
7 Earnings per share 972.46 376.67
8 Net Asset Value per share 17,427.55 16,455.09
The following Companies have no operation for last three years:
Sunny Specialized Spinning Limited
Jahanara Alamin Spinning Mills Ltd
Shamsul Alamin Cotton Mills Limited
Rokara Spinning Mills Limited
(9) The Highest and lowest market price of shares during the preceding six months with disclosures for
changes in capital structure during the period, if any securities of group are listed with any exchange;
As of the prospectus publication date, none of the companies under the Shamsul Alamin Group is listed in the
capital market.
(10) Information regarding significant adverse factors relating to the group;
There are no significant adverse factors relating to the group.
(11) Any of the group companies has become sick or is under winding up;
No company of the group has become sick or is under winding up except Shamsul Alamin Cotton Mills Limited,
Sunny Specialized Spinning Limited, Jahanara Alamin Spinning Mills Limited & Rokara Spinning Mills Limited are
not in operation.
(12) The related business transactions within the group and their significance on the financial performance of
the issuer;
There were no related business transactions within the group which have significance on the financial
performance of the issuer except the transaction mentioned in (f) (g) of Section VI.
(13) Sales or purchase between group companies/subsidiaries/associate companies when such

sales or purchases exceed in value in the aggregate ten per cent of the total sales or purchases of
the issuer and also material items of income or expenditure arising out of such transactions;
There were no transactions of Shamsul Alamin Real Estate Limited between group
companies/subsidiaries/associate companies, which exceed in value in the aggregate ten percent of the total
sales or purchase of the company.
(14) Where the issuer is a banking company, insurance company, non-banking financial institution or any
other company which is regulated and licensed by another primary regulator, a declaration by the board of
directors shall be included in the prospectus stating that all requirements of the relevant laws and regulatory
requirements of its primary regulator have been adhered to by the issuer;
This is not applicable for Shamsul Alamin Real Estate Limited.

61
(15) A report from the auditors regarding any allotment of shares to any persons for any consideration
otherwise cash along with relationship of that person with the issuer and rationale of issue price of shares;
Auditors Certificate regarding Allotment of Shares of Shamsul Alamin Real Estate Ltd. For Any Consideration
Otherwise Than Cash
This is to certify that Shamsul Alamin Real Estate Limited has not allotted any share with consideration other
than cash except the following allotments:
Date of Relationship with Consideration and

Share issued to Issue Price
Allotment the issuer valuation thereof
Mrs. Shahida Alamin Director BDT 10 Bonus Issuance at per
14/09/2010 Mrs. Nargis Alamin Shareholder BDT 10 Bonus Issuance at per
Mrs. Humaira Alamin Shareholder BDT 10 Bonus Issuance at per
** The share of the Company was denominated from Tk. 1,000 to Tk. 10 per share as on 30 November 2009. All
the share price considered Tk. 10 per share, for uniform of presentation.
Sd/-
Place: Dhaka S.F. Ahmed & Co.
Date: March 29, 2017 Chartered Accountants
(16) Any material information, which is likely to have an impact on the offering or change the terms and
conditions under which the offer has been made to the public;
There is no material information, which is likely to have an impact on the offering or change the terms and
conditions under which the offer has been made to the public.
(17) Business Strategies and future plans, projected statements of financial position, comprehensive
statement of income of earnings per share for the next three accounting years as per issuers own assessment;
Projected Financial Statements
Assumptions:
Particulars Basis 30 June 2017 30 June 2018 30 June 2019
Revenue will increase

as the company will
New Project Start 1 2 5
add new project in
their revenue stream
Settlement of
Construction WIP,
Project Close 4 3 2
Accrued Revenue and
Advance against Flat
Closing of a project
GP fluctuate due to
where previously
inclusion of new
Gross Profit provision was made
project and closing of
optimistically
old project
[Alamin Haq Heritage]
Investment Difficult to determine

Same Price
property fair value at this stage
62
No Dividend As the decision is not
Nil
Declared predetermined
Operating expenses will

increase to maintain
the operation
smoothly. IPO expenses General:13% General:26%
Operating Expenses General:15%
will lead to the higher IPO Expenses:11% IPO Expenses:45%
increase of Operating
Expenses in the year
June 2017-2018
Paid up Capital & Share

Paid up Capital & Premium will be
- 800,000,000 -
Share Premium increased by Tk. 800
mil in 2017-2018
For smooth operation it
Fixed Asset
is required to add fixed 6,358,874 15,747,404 19,257,657
Addition
asset every year
Assuming Tax was AY: 2013-2014
Provision for Tax settled during the - AY: 2012-2013 and
period AY: 2014- 2015

Projected Statement of Financial Position for Three Years
Amount in Tk. Amount in Tk. Amount in Tk.

30 June 2017 30 June 2018 30 June 2019
ASSETS:
Non-current assets
3,504,367,932 3,815,212,113 3,649,784,325
Property, plant & equipment 28,021,570 35,078,503 43,560,402
Intangible assets 854,777 723,821 619,057
Investment property 519,844,598 519,844,598 519,844,598
Construction works in progress 2,955,646,987 3,259,565,191 3,085,760,268
Current assets
1,854,180,379 2,217,438,761
2,078,994,285
Inventories 25,261,299 27,242,998 29,358,197
Accrued revenue 1,596,096,618 1,653,511,338 1,778,609,854
Advances, deposits & pre-payments 165,839,940 134,050,226 140,743,558
Rental receivable from investment property 930,134 1,023,147 1,125,462
Investment in new projects 58,660,826 92,236,818 201,910,805
Cash & cash equivalents 7,391,563 170,929,759 65,690,885
Total assets: 5,358,548,311 5,894,206,398 5,867,223,085
EQUITY AND LIABILITIES
Capital and reserve

1,472,667,084 2,431,851,207 2,633,340,113
Share capital 350,000,000 350,000,000 350,000,000
Share Money Deposit and IPO Fund - 800,000,000 800,000,000
63
Retained earnings 1,122,667,084 1,281,851,207 1,483,340,113
Non-Current liabilities
Deferred tax liabilities 112,402,612 92,074,797 76,350,448
Current liabilities 3,773,478,615 3,370,280,393 3,157,532,524
Advances against sales of apartments 3,131,497,137 2,846,555,919 2,501,962,383
Accounts payable 59,284,959 69,257,614 69,966,703
Short Term Loan 206,214,319 27,079,242 129,787,167
Provisions 135,501,233 198,649,897 276,912,928
Accrued expenses and other payables 240,980,968 228,737,720 178,903,344
Total shareholders' equity and liabilities: 5,358,548,311 5,894,206,398 5,867,223,085
Net Assets Value Per Share (NAVPS) 42.08 69.48 75.24
Statement of Projection of Profit or Loss and Other Comprehensive Income for Three Years
Amount in Tk. Amount in Tk. Amount in Tk.

30 June 2017 30 June 2018 30 June 2019
Revenues from construction 901,768,845 948,255,643 1,068,874,377

Construction cost (758,580,022) (622,261,389) (688,289,150)
Gross profit 143,188,822 325,994,254 380,585,227
Operating expenses (38,855,102) (66,577,543) (51,354,823)
Office & administrative (36,766,426) (62,400,192) (45,506,531)
expenses
Marketing & distribution (2,088,676) (4,177,351) (5,848,292)
expenses
Operating profit 104,333,720 259,416,711 329,230,404
Non-operating income 21,875,199 23,444,656 25,789,121
Interest and other 21,875,199 23,444,656 25,789,121
income/(Loss)
Loss on discontinued Project - -
Finance Expense (23,537,196) (13,217,540) (14,539,294)
Profit before WPPF and fair value 102,671,723 269,643,827 340,480,231
gain/(loss)
Provision for WPPF (4,889,130) (12,840,182) (16,213,344)
Fair Value Loss on investment - -
property
Profit before tax 97,782,594 256,803,645 324,266,887
Income tax provision (43,362,000) (97,619,522) (122,777,981)
(Estimated)
Current Tax (43,352,634) (97,713,045) (122,855,402)
Deferred Tax (9,366) 93,524 77,421
Net profit after tax 54,420,593 159,184,123 201,488,906
Earnings Per Share (EPS) 1.55 4.55 5.76
(q) Discussion on the results of operations shall inter-alia contain the following:
(1) A summary of the past financial results after adjustments as given in the auditors report
containing significant items of income and expenditure;
No adjustment was given by the auditors during the last five years. Summary of the past financial results and
operations are presented below:
64
31-Dec-16
Particulars 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13 30-Jun-12
(6 months)
Non-Current Assets 2,997,141,590 2,925,407,118 2,625,877,013 2,420,063,590 2,017,337,376 1,611,058,810
Current Assets 1,777,601,054 1,704,537,198 1,562,187,535 1,684,336,043 1,518,170,223 1,399,629,433
Shareholders Equity 1,537,593,364 1,484,745,914 1,418,246,490 1,409,395,186 1,383,804,840 1,272,594,592
Non-current Liabilities 115,141,611 116,240,596 132,764,263 131,788,365 - -
Current Liabilities 3,122,007,669 3,028,957,806 2,637,053,795 2,563,216,082 2,151,702,759 1,738,093,651
Gross Profit/(Loss) 99,213,804 138,004,950 119,999,415 151,528,335 179,302,385 121,581,174
Interest and Other Income 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545
Net Profit before tax 79,560,092 98,863,377 16,211,179 114,178,302 137,954,674 83,243,806
(2) A summary of major items of income and expenditure;
31-Dec-16
Particulars 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13 30-Jun-12
(6 months)
Major Items of Income
Non-operating income/ (Expenses) 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545
Major Items of Expenditure
Office & Administrative Expenses (14,163,604) (29,349,595) (24,179,573) (28,782,890) (33,890,930) (44,972,070)
Marketing & Distribution Expenses (810,500) (1,898,796) (800,000) (1,000,000) (1,955,000) (5,704,066)
Financial Cost (12,338,846) (23,494,162) (20,361,968) (22,271,093) (27,697,995) (6,300,777)
Workers Profit Participation Fund & (3,978,005) (4,943,169) (4,191,946) - - -
Welfare Fund
Deferred Tax 429,426 (114,791) (975,898) (261,552) - -
(3) The income and sales on account of major products or services;

The income and sales on account of major products or services are as follows:
For the year ended December 31, 2016
For the year ended June 30, 2016
Product (6 months)
Sales Volume (BDT) % Sales Volume (BDT) %
Apartments 172,149,922 64.35 304,908,505 69.82
Commercial Spaces 94,129,927 35.35 131,798,034 30.18
Total 266,279,849 100.00 436,706,539 100.00
(4) In case, other income constitutes more than 10% of the total income, the breakup of the same
along with the nature of the income, i.e., recurring or non-recurring
Particulars 30 December 2016 30 June 2016 Nature of the Income

(6 months)
Interest Income 246,362 105,952 recurring or non-recurring
Rental income from investment property 10,039,692 9,574,908 recurring or non-recurring
Gain/(loss) on disposal of PPE 561,876 (153,587) recurring or non-recurring
Scrap sales & miscellaneous income 789,313 236,824 recurring or non-recurring
11,637,243 9,764,097
(5) If a material part of the income is dependent upon a single customer or a few major customers,
disclosure of this fact along with relevant data. Similarly, if any foreign customer constitutes a significant
portion of the issuers business, disclosure of the fact along with its impact on the business considering
exchange rate fluctuations;
65
The Companys income is not dependent upon a single customer or a few major customers or foreign customer.
(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its
impact shall be analyzed and disclosed.
Revenue Recognition of Real Estate Company:
Revenue is recognized by applying the percentage of completion method in the manner explained in Bangladesh
Accounting Standard 11 Construction Contract. Contract revenue includes the amount agreed in the contract
with buyers(including amendments) plus claims and incentive payments that are expected to be collected and
can be measured reliably. The Company traditionally makes allotment of apartments ahead of commencement
of construction of apartments and receives money against such allotment on installments basis during the
construction period. The amount is booked under advance against sales at the time of receipt.
Revenue recognizes based on the percentage of completion method of accounting on the basis of our
managements estimates of revenues and development costs on a property by property basis. As a result, our
revenues and development costs may fluctuate significantly from period to period.
(r) Comparison of recent financial year with the previous financial years on the major heads of the profit
and loss statement, including an analysis of reasons for the changes in significant items of income and
expenditure, inter-alia, containing the following:
31.12.2016 (6 Months) 30.06.2016 30.06.2015
Particulars
(Amount in BDT)
Revenue from Construction 266,279,849 436,706,539 514,244,288

Construction Cost (167,066,045) (298,701,589) (394,244,873)
Gross profit 99,213,804 138,004,950 119,999,415
Office & Administrative Expenses (14,163,604) (29,349,595) (24,179,573)
Marketing & Distribution Expenses (810,500) (1,898,796) (800,000)
Operation Profit 84,239,700 106,756,559 95,019,842
Non-operating income 11,637,243 20,544,149 12,446,822
Financial cost (12,338,846) (23,494,162) (20,361,968)
Loss on discontinued project - - (3,265,769)
Net Profit before Tax 83,538,097 103,806,546 83,838,927
Workers Profit Participation Fund & Welfare Fund (3,978,005) (4,943,169) (4,191,946)
Fair value gain on investment property - - (63,435,802)
Deferred Tax 429,426 (114,791) (975,898)
Provision for Tax (27,142,068) (32,249,162) (6,383,976)
Net Profit after tax 52,847,450 66,499,424 8,851,304

Accounting Standard 11 Construction Contract. Last five years overall real estate sector of the country was
showing downtrend. It was due to high interest rate, political unrest, changing in government policy, Flat
registration cost increases etc. SARELs revenue also decreased during last five years in line with the trend of this
sector. Last two years i.e. in June 2015 & June 2016 no new project was taken by SAREL that is also a reason for
declining revenue during this period.

construction in later years. Moreover, construction costs kept down through technological innovation, which
66
In the year 30 June 2015, the profit was significantly low due to consideration of revaluation loss on investment
(1) Unusual or infrequent events or transactions including unusual trends on account of business
activity, unusual items of income, change of accounting policies and discretionary reduction of
expenses etc.
There is no such event or transactions including unusual trends on account of business activity, unusual items of
income, change of accounting policies and discretionary reduction of expenses etc.
(2) Significant economic changes that materially affect or are likely to affect income from continuing
operations;
There are no significant economic changes that materially affect or are likely to affect income from continuing
operations.
(3) Known trends or uncertainties that have had or are expected to have a material adverse impact
on sales, revenue or income from continuing operations;
The business operation of the Company may be affected by some known events as follows:
a. Government policy including those relating to electricity, gas and water.
b. Increased competition;
c. Natural calamities; and
d. Political unrest.
e. Changing customers demand
f. Failure in commitment to customers.
(4) Future changes in relationship between costs and revenues, in case of events such as future
increase in labor or material costs or prices that will cause a material change are known;
We are aware of the fact that future is always uncertain that affect business and plan as well. In future labor price or
material price may change. However, revenue is always adjusted and follows the trend of cost. Hence, any change in
cost will be reflected in revenues.
(5) The extent to which material increases in net sales or revenue are due to increased sales
volume, introduction of new products or services or increased sales prices;
We are expecting the increased revenue from construction because of new upcoming projects and
sales price. It is forecasted that we will be able to increase our revenue.
(6)Total turnover of each major industry segment in which the issuer operated;
There is a no data available regarding total turnover of each major industry segment in which the
issuer operated.
(7) Status of any publicly announced new products or business segment;

The Company did not announce new products or business segment.
(8) The extent to which the business is seasonal.
There is no direct seasonal implication in the products of the company. However, during the rainy season the
business of the company is slightly hampered due to low level of construction.
67
(s) Defaults or rescheduling of borrowings with financial institutions/banks, conversion of loans into
equity along with reasons thereof, lock out, strikes and reasons for the same etc.
The Company has neither defaulted or rescheduled of borrowing with financial institutions/banks nor converted
of loans into equity.
(t) Details regarding the changes in the activities of the issuer during the last five years which may
had a material effect on the profits/loss, including discontinuance of lines of business, loss of
agencies or markets and similar factors;
There were no changes in the activities of the Company during the last five years and had not any material effect
on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.
(u) Injunction or restraining order, if any, with possible implications;
The Company does not have any injunction or restraining order.
(v) Technology, market, managerial competence and capacity built-up;
Technology
The company is currently using ERP accounting software that produces various financial reports periodically. All
the computers at the Head Office of the company are connected through the Local Area Network (LAN). The
company collects data for ongoing projects site and generates any type of MIS report from central database. The
business and financial operations of the company are conducted and exercised through an internal control
system.
Market
SAREL has separate marketing department. The company advertises in billboard, print media to build their
image in the market. Marketing employees negotiates with the client on the offer price that is set by the
Logistics Department.
Managerial Competence
All the members of the management team of the company are highly qualified, well experienced and extremely
devoted.
Capacity build up:

As a real estate firm, the operation of the company is highly technology intensive and the company adopts
people with sufficient technical knowledge. Training programs are specially concentrated on engineering staff,
support staff of Accounts, Admin and Marketing.
(w) Changes in accounting policies in the last three years;
The management of the Company has not changed any accounting policies in the last three years except the
incorporation of Deferred Tax in the Financial Statements. Previously income tax was calculated as per section
53FF and return was submitted under 82(C) (n) of the Income Tax Ordinance (ITO) 1984 as it was compulsory for
the real estate business entities irrespective of profit or loss during the year, which creates a problem with tax
authority during settlement of Tax. In the year 2015, the company realized the problem and created Income Tax
provision on the registered flats only and tax on the flats which were not registered, was deferred as there is a
temporary differences created for this issue. Moreover previous Income Tax provision balance of prior periods
was re-arranged and accordingly reflected in the financial statements.
For a fair presentation of the accounts Deferred tax also charged on Fair Value gain/(loss) on Investment
Property and temporary difference on Fixed Assets written down value and accordingly previous year balance
was adjusted.
(x) Significant developments subsequent to the last financial year: A statement by the directors
whether in their opinion there have arisen any circumstances since the date of the last financial
68
statements as disclosed in the prospectus and which materially and adversely affect or is likely to
affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its
liabilities within the next twelve months;
STATEMENT REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT

TO THE LAST FINANCIAL YEAR
This is to certify that in our opinion there have been no circumstances arisen since the date of the last financial
statements as disclosed in the red herring prospectus and which materially and adversely affect or is likely to
affect the trading or profitability of Shamsul Alamin Real Estate Limited or the value of its assets, or its ability to
pay its liabilities within the next twelve months.
Sd/- Sd/- Sd/-
Mr.Jahangir Alamin Mr.Alamgir Shamsul Alamin Mr.Arafin Shamsul Alamin
Chairman Managing Director Director
Sd/- Sd/-
Mrs. Shahida Alamin Mr. T.M. Fateh Kabir
Director Independent Director
(y) If any quarter of the financial year of the issuer ends after the period ended in the audited
financial statements as disclosed in the prospectus, unaudited financial statements for each of the
said quarters duly authenticated by the CEO and CFO of the issuer;
Duly authenticated audited financial statements of the year ended December 2016 has been incorporated in the
Red Herring Prospectus.
(z) Factors that may affect the results of operations.
There are no such factors that may affect the results of operations. However, any force majeur, increased
competition, Natural calamities, Political unrest and Government policy including those relating to electricity,
gas and water pertaining the industry.
69
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION SECTION: VII
a) Overview of Business and Strategies
SAREL is widely focused in the Real Estate business which includes construction of apartments,
construction of commercial and shopping mall complex, and providing architectural and civil
engineering consultancy services. From inception, it concentrated its operation towards developing
low-rise and high-rise residential and commercial complexes. The company has a good profile of
completed projects in different parts of Dhaka city. Most of the projects have been constructed for
residential usage. SAREL within a short span of time turned out as one of the trusted company in Real
Estate sector and has been working in various numbers of apartments, commercial projects. The
motto of SAREL is not only to deliver apartments but also to maintain the highest-grade construction
quality that has gained trust and respect in customers.
SAREL is operating their projects with adequate safety and security measures which are in line with
the industry. Safety of the projects is categorized into seven categories. The categories involve safety
for project workers, for electrification equipment and operation, for construction machinery, for fire
during project work, for fire after the handover, for preventing health hazards, for protecting theft.
Personal safety equipments involve using helmets, safety goggles, gloves, boots and other accessories.
The project area is properly covered with net in absence of wall and warning sign is well displayed.
Electrification work is properly carried out in compliance with design of electrical engineer and is
operated by licensed electrician. Before the start of construction, machinery is checked thoroughly to
protect it from any hazardous situation. To have safety against fire during project, adequate number
of fire extinguisher and fire exit is kept. A proper system of entry into the project area is followed with
a signing register and security guards.
The overall project management of SAREL starts with a project planning where the total project scope
is determined and defined. Several meetings are arranged for decision making about the first blush
plan. Technical scope is established and basic areas of performance and responsibilities are proposed
and approved by the participants and the top management. Then an estimation of cost and allocation
of resources are made in the form of project budgeting where the prospective profit and loss relating
to a project is determined. Some related factors like inflation, differential changes in cost factors etc.
are adjusted with the budget. Then scheduling process is carried out to co-ordinate the overall
project. Immediately after scheduling, allocation of resources is properly done. Regular monitoring
process is carried out in the projects. Monitoring process involves collecting, recording and reporting
information by the project engineer. The construction work includes site mobilization, arrangement of
accommodation and sanitary facility for the workers and staff, adoption of safety and security
measure. There are also some specific requirements of documentation. Preparation of regular
material requisition notes, maintenance of daily work register, preparation of monthly stock
statements and surveillance on quality of works involves the various documentation processes.
Periodic inspection by accounts from Head Office is done as well as total process is reviewed under
the senior management of the company. Proper and adequate safety and security on the project site
is assured by the company.
SAREL has gained a positive image in the market due to their quality assured buildings and apartments
and good location of the projects which also helped to enhance this image further
Company Background
Name : Shamsul Alamin Real Estate Limited (SAREL)

Nature of Business : Real Estate Company
Registered Office Address : Alamin Centre (13th Floor), 25/A Dilkusha C/A, Motijheel,
70
Dhaka-1000
Current Managing Director : Mr. Alamgir Shamsul Alamin
Revenue as per Audited Financial
: Tk. 266, 279,849
Statements December 31, 2016
Net Profit as per Audited Financial
: Tk. 52,847,450
Employees as per Audited Financial :
105 Persons
SARELs key strategic objectives are to:
To offer finest apartments in excellent locations to the clients

To provide sound construction with aesthetic design to the clients
To install best possible fittings and fixtures
To satisfy clients by expert-oriented service
To help solving the residential problem of Dhaka city
To perform social responsibility for a happy future Market
b) SWOT Analysis
The overall evaluation of a real estate Strengths, Weaknesses, Opportunities and Threats is called
SWOT analysis. It involves monitoring the external and internal marketing environment. By reviewing
the business strengths, weaknesses, opportunities and threats, can respond to changing market
conditions.
A particular SWOT analysis discloses the following issues for an organization that an organization
achieved over the time of its operation by analyzing its both internal and external environment:
S- Strengths
W-Weakness
O-Opportunities
T-Threats
SWOT ANALYSIS OF Real estate business:
Strengths:
Reputed Group
Experienced Management.
Efficient and dedicated employees.
Good understanding between employees.
Good relationship with existing clients.
Locations of the Projects are good enough.
High standard of construction quality.
Weaknesses:
Many prospective clients dont have any idea about its construction quality.
Comparatively products prices are higher than many companies.
Lack of promotional activities.
71
Opportunities:
The upcoming Projects are in demandable locations.
Large number of projects under construction.
Offer the prospective clients to visit the existing projects to make positive
impression.
In Dhaka, there is no availability of land at the good places so people have to
buy flat and real estate can be a good option for the flat buyers.
Threats:
Changes in government policy
Highly competitive market
Lack of suitable land
Exposed to utility connection risk
Changing customers demand.
Non-availability of funds
72
c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales,
other income, total income, cost of material, finance cost, depreciation and amortization
expense, other expense; changes of inventories, net profit before & after tax, EPS etc.
31.12.2016 30.06.2014
Particulars (6 Months) 30.06.2016 30.06.2015 (Restated) 30.06.2013 30.06.2012
(Amount in BDT)
Revenue from 266,279,849 436,706,539 514,244,288 588,157,970 585,666,146 668,537,535
Construction
Gross profit 99,213,804 138,004,950 119,999,415 151,528,335 179,302,385 121,581,174
Office & Administrative (14,163,604) (29,349,595) (24,179,573) (28,782,890) (33,890,930) (44,972,070)
Expenses
Marketing & Distribution (810,500) (1,898,796) (800,000) (1,000,000) (1,955,000) (5,704,066)
Expenses
Operation Profit 84,239,700 106,756,559 95,019,842 121,745,445 143,456,455 70,905,038
Non-operating income 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545
Financial cost (12,338,846) (23,494,162) (20,361,968) (22,271,093) (27,697,995) (6,300,777)
Loss on discontinued - - (3,265,769) - - -
project
Net Profit before Tax & 83,538,097 103,806,546 83,838,927 114,178,302 137,954,673 83,243,806
Reserve
Workers Profit (3,978,005) (4,943,169) (4,191,946) - - -
Participation Fund &
Welfare Fund
Fair value gain on - - (63,435,802) - - 47,504,280
investment property
Deferred Tax 429,426 (114,791) (975,898) (261,552) - -
Earning Per Share 1.51 1.90 0.25 2.89 3.18 2.96

Accounting Standard 11 Construction Contract. Last five years overall real estate sector was in downtrend. It
was due to high interest rate, political unrest, changing in government policy, Flat registration cost increase etc.
SARELs revenue also decreased last five years maintaining same trend of this sector. Last two years i.e. in June
2015 & June 2016 no new project were taken by SAREL that is also a reason for this declining of revenue during
this period.

construction in later years . Moreover, construction costs kept down through technological innovation, which

73
From 2012 to June 2014 profit growth was stable as the company calculates its income tax as per section 53FF
and return was submitted under 82(C) (n) of the Income Tax Ordinance (ITO) 1984 as it was compulsory for the
real estate business entities irrespective of profit or loss during the year.
In the year June 2015 the profit was significantly fallen due to complying revaluation gain/(loss) on investment
d) Known trends demands, commitments, events or uncertainties that are likely to have an effect
on the companys business
The business operation of the Company may be affected by some known events as follows:
a. Political Instability
b. Natural Climate
c. Changing customers demand
d. Failure in commitment
e) Trends or expected fluctuations in liquidity

There are no trends and expected fluctuations in liquidity.
f) Off-balance sheet arrangements those have or likely to have a current or future effect on
financial condition.
There are no off-balance sheet agreements those have or likely to have a current or future effect
on financial condition.
74
DIRECTORS AND OFFICERS SECTION: VIII
a) Name, Fathers name, age, residential address, educational qualification, experience and
position of each of the directors of the company and any person nominated/represented to be a
director, showing the period for which the nomination has been made and the name of the
organization which has nominated him;
Fathers Age Educational
Name of Directors Residential Address Experience Position
Name (Years) Qualification
Mr.Jahangir Alamin Late A.K. 57 House#18, Road#116, B.Sc (Dhaka 34 Years Chairman
Shamsul Alamin Gulshan,Dhaka University)
Mr.Alamgir Shamsul Late A.K. 50 House#18, Road#116, BBA(USA) 28 Years Managing
Alamin Shamsul Alamin Gulshan,Dhaka Director
Mr.Arafin Shamsul Late A.K. 45 House#18, Road#116, BBA(USA) 28 Years Director
Alamin Shamsul Alamin Gulshan,Dhaka
Mrs. Shahida Alamin Shamsuddim 55 House#18, Road#116, HSC 10 years Director
Khan Gulshan,Dhaka
89 Sohrawordi
Late Hafiz Uddin Independent
Mr. T.M. Fateh Kabir 55 avenue,Baridhara, Dhaka- B.COM 29 Years
Talukder Director
1212
b) The date on which he first became a director and the date on which his current term of office
shall expire;
Date of Becoming director Date of Expiration of
Name of Directors Position
for the First Time current term
Mr.Jahangir Alamin Chairman 03.10.1992-15.05.2004 & 29-06-2020
28-11-2010
Mr.Alamgir Shamsul Alamin Managing Director 03.10.1992-15.05.2004 & 26-11-2020
28-11-2010
Mr.Arafin Shamsul Alamin Director 03.10.1992-15.05.2004 & 30-06-2017
05-03-2012
Mrs. Shahida Alamin Director 15.05.2004 29.06.2021
Mr. T.M. Fateh Kabir Independent Director 12.03.2017 11.03.2020
c) If any director has any type of interest in other businesses, names and types of business of such
organizations. If any director is also a director of another company or owner or partner of any
other concern, the names of such organizations;
75
Directors interest in other Business
Name of Directors Directorship/Sponsorship/Ownership with other Company

Name of Company Type of Business Position
Fuad Spinning Mills Ltd Textile Business Chairman & Managing Director
Sunny Specialized Spinning Mills Limited Textile Business Chairman
S.A. Spinning Mills Ltd. Textile Business Chairman
Shamsul Alamin Cotton Mills Ltd. Textile Business Chairman
Mr.Jahangir Alamin
Jahanara Alamin Spinning Mills Limited Textile Business Chairman
Alpha Islami Life Insurance Limited Insurance Business Director
Paramount Properties Limited Real Estate Business Chairman
Far East International University University Director
Pioneer Insurance Company Limited Insurance Business Director
Fuad Spinning Mills Ltd Textile Business Director
Sunny Specialized Spinning Mills Limited Textile Business Director
Mr.Alamgir Shamsul S.A. Spinning Mills Ltd. Textile Business Director
Alamin Shamsul Alamin Cotton Mills Ltd. Textile Business Director
Shoppers World Ltd Trading Business Director
Jahanara Alamin Spinning Mills Limited Textile Business Director
Electro World Trading Business Proprietor
Alamgir Trading Trading Business Proprietor
Sunny Specialized Spinning Mills Limited Textile Business Managing Director
Mr.Arafin Shamsul S.A. Spinning Mills Ltd. Textile Business Managing Director
Jahanara Alamin Spinning Mills Ltd. Textile Business Director
Sonar Bangla Insurance Company Limited Insurance Business Director
Mrs. Shahida Alamin PLF Investment Limited Merchant Bank Business Director
Rokara Spinning Mills Limited Textile Business Chairman
Tisha Textile Ltd Textile Business Managing Director
Tisha Fabrics Trading Business Proprietor
d) Statement of if any of the directors of the issuer are associated with the securities market in any
manner. If any director of the Issuer Company is also a director of any issuer of other listed
securities during last three years then dividend payment history and market performance of
that issuer;
Mr. Alamgir Shamsul Alamin, Managing Director of SAREL, is also a director of Pioneer Insurance Company
Limited which is a listed company.
Dividend payment history

Name of the listed company Listing Year Dividend Payment History
2015 2014 2013
Pioneer Insurance Company Limited 15% Cash
2001 25% Stock 20% Stock
10% Stock
Market Performance
Particulars 2015 2014 2013
Net Profit After Tax 191.78 198.24 212.84
Earnings Per Share 2.21 2.02 3.02
Net Asset Value Per Share 29.65 21.06 23.08
Mrs. Shahida Alamin, Director of SAREL, is also a director of Sonar Bangla Insurance Company Limited which
is a listed company.
76
Dividend payment history
Name of the listed company Listing Year Dividend Payment History
2015 2014 2013
5% Cash
Sonar Bangla Insurance Company Limited 2006 6% Stock 12% Stock
5% Stock
Market Performance
Particulars 2015 2014 2013
Net Profit After Tax 49.59 46.36 44.39
Earnings Per Share 1.67 1.56 1.49
Net Asset Value Per Share 15.91 14.47 13.02
Sources: Dhaka Stock Exchange & Sonar Bangla Insurance Company Limited
e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouses father,
spouses mother, spouses brother, spouses sister) among the directors and top five officers;
Family relationship among Directors
Name of the Director Position in the Company Relationship
Mr.Jahangir Alamin Chairman Elder brother of Alamgir Shamsul Alamin and Arafin Shamsul
Alamin
Mr.Alamgir Shamsul Alamin Managing Director Younger brother of Jahangir Alamin and elder brother of
Arafin Shamsul Alamin
Mr.Arafin Shamsul Alamin Director Youngest brother of Jahangir Alamin and Alamgir Shamsul
Alamin
Mrs. Shahida Alamin Director Mrs. Shahida Alamin is the wife of Mr. Jahangir Alamin
Mr. T.M. Fateh Kabir Independent Director N/A
Family Relationship among the Directors and Top Five Officers:

There is no family relation between directors & officers of the Company.
f) A very brief description of other businesses of the directors;
There is no involvement of any director of The SAREL with other business except as mentioned in the para (c).
Nature of the business of the
Name of the Company Relation
Company
Fuad Spinning Mills Ltd Common Directorship Textile Business
Sunny Specialized Spinning Mills Limited Common Directorship Textile Business
S.A. Spinning Mills Ltd. Common Directorship Textile Business
Shamsul Alamin Cotton Mills Ltd. Common Directorship Textile Business
Jahanara Alamin Spinning Mills Limited Common Directorship Textile Business
Alpha Islami Life Insurance Limited Common Directorship Insurance Business
Paramount Properties Limited Common Directorship Real Estate Business
Far East International University Common Directorship University
Pioneer Insurance Company Limited Common Directorship Insurance Business
Shoppers World Ltd Common Directorship Trading Business
Electro World Common Directorship Trading Business
Alamgir Trading Common Directorship Trading Business
Sonar Bangla Insurance Company Limited Common Directorship Director
PLF Investment Limited Common Directorship Director
Rokara Spinning Mills Limited Common Directorship Chairman
77
g) Short Bio Data of the Directors
Mr. Jahangir Alamin
Chairman
Mr. Jahangir Alamin Chairman of the company obtained his Bachelor of Science from Dhaka University. After
completing his graduation, Mr. Jahangir Alamin joined Shamsul Alamin Group in 1978, a reputed business
conglomerate in Bangladesh and started his career with founder Chairman Late A K Shamsul Alamin as an apprentice.
He joined as group Director, Operation in 1983. He was also the President of Bangladesh Textile Mills Association
(BTMA) from 2010 until December 2014. He has more than 34 years of business experience in different fields and has
travelled to many countries and attended seminars worldwide. He is the Managing Director of Fuad Spinning Mills
Limited. He is also Chairman of Sunny Specialized Spinning Mills Ltd, S. A. Spinning Mills Ltd ,Shamsul Alamin Cotton
Mills Ltd., Jahanara Alamin Spinning Mills Ltd. He is the director of Alpha Islami Life Insurance Co. Ltd.

Managing Director
Mr. Alamgir Shamsul Alamin, Managing Director of SAREL, has more than 28 years of business experience. He
obtained his Bachelor of Business Administration from USA and joined the company in 1989. He has travelled
extensively to many countries and attended seminars worldwide. He is the Director, Marketing of Shamsul Alamin
Group. He is successfully running the real estate business and has built a strong reputation in the real estate sector. He
is also President of Real Estate and Housing Association of Bangladesh (REHAB) and Director of Pioneer Insurance
Company Limited, Fuad Spinning Mills Ltd, Sunny Specialized Spinning Mills Ltd, S.A.Spinning Mills Ltd, Shamsul Alamin
Cotton Mills Ltd, and Jahanara Alamin Spinning Ltd.
Mr. Arafin Shamsul Alamin

Director
Mr. Arafin Shamsul Alamin, Director of SAREL, has more than 26 years of business experience. He obtained his
Bachelor of Business Administration from USA and joined the company in 1990 as Director Finance of Shamsul Alamin
Group. He is successfully managing the finance department of the company. He is Managing Director of S.A. Spinning
Mills Ltd and Sunny Specialized Mills Ltd and is also the Director of Fuad Spinning Mills Ltd, Shamsul Alamin Cotton
Mills Ltd., and Jahanara Spinning Mills Ltd. He has travelled to many countries and attended seminars internationally.
Mrs. Shahida Alamin

Director
Mrs. Shahida Alamin, Director of SAREL. She joined the Shamsul Alamin Real Estate Limited in the year 2004. She has
more than 10 years experience in business career. She is the Director of Sonar Bangla Insurance Limited and also
Chairman of Rokara Spinning Mills Ltd.

Independent Director
Mr. T.M. Fateh Kabir, Independent Director of SAREL. He is the son of late Hafiz Uddin Talukder. He obtained his
bachelor of Commerce (B.Com). He has more than 29 years experience in business career especially in import and
export. He is the Managing Director of Tisha Textile Ltd and Proprietor of Tisha Fabrics.
h) Loan status of the issuer, its directors and shareholders who hold 5% or more shares in the
paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank;
Neither Shamsul Alamin Real Estate Limited nor any of its Sponsors or Directors or shareholders who hold 5% or
more shares in paid-up capital of the issuer is loan defaulter in terms of the CIB report of Bangladesh Bank.
i) Name with position, educational qualification, age, date of joining in the company, overall experience (in
year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing
Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If
the Chairman, any director or any shareholder received any monthly salary than this information should
also be included;
Name of the Position Date of Age Educational Overall Salary Salary Previous
78
Officers Joining Qualification Experience paid paid employment
(in years) July 16 July
Dec 16 2015
June 16
Alamgir 12,00,000 Joining the Shamsul
Shamsul Managing Director 26-10-1992 57 BBA(USA) 28 Years 6,00,000 Alamin Group Director
Alamin of Marketing
Mr.Arafin Joining the Shamsul
Shamsul Director 26-10-1992 50 BBA(USA) 26 Years NIL NIL Alamin Group Director
Alamin of Finance
General Manager- 11,60,436 Rana Leather
Mr.Feroz Kabir 01-01-2003 61 B.Com 37 Years 5,80,218
Sales Industry Ltd
Md. Humayun Chief Engineer- 1,60,000
01-04-2016 50 B.Sc (Civil) 24 Years 4,80,000 Protik Developers Ltd
Kabir Project Operation
Bikash Chandra Chief Financial 01-03-2010 36 CA,CC 10 Years 2,64,486 3,24,972 Building Technology &
Saha Officer Ideas Ltd.(bti)
Dilip Majumder General Manager- 01-10-2016 64 HSC 40 Years 103,725 NIL Fuad Spinning Mills
Logistic & Safety Ltd
S M Kamran Assistance General 03-03-2004 48 H.SC 19 Years 1,59,366 3,18,732 National Fan Ltd.
Barkati Manager-
Procurement
Gazi Zahidul Assistance General 01-12-2008 39 M.Com 13 Years 3,07,872 6,15,744 RANGS
Islam Manager- Sales &
Land,& CS
Sharif Ahasan Cheif Architect- 01-03-2012 33 B.Arch.,MIAB 12 Years 1,52,574 4,25,748 Priyo-Prangon( Sister
Architecture , and concern of Hamid
Planning ,QAD Real Estate Ltd.)
Hossain Shahid Assistance General 01-01-2003 40 BA 19 Years 2,76,750 3,13,500 FUAD Spinning Mills
Khan Manager- Co- Ltd
Ordination
Ashraf Ali Manager-Project 01-08-2015 42 B.Sc 22 Years 3,60,000 7,20,000 Assets Development &
Operation-1 Holding Ltd
Nurul ISlam Head, Brand & 01-06-2013 25 BBA 5 Years 1,09,614 2,17,680 Nokia
Shahan Media
j) Changes in the key management persons during the last three years. Any change otherwise than
by way of retirement in the normal course in the senior key management personnel particularly
in charge of production, planning, finance and marketing during the last three years prior to the
date of filing the information memorandum. If the turnover of key management personnel is
high compared to the industry, reasons should be discussed;
Remarks
Sl. No. Name Position Department
General Manager- Logistic & Transfer from Fuad Spinning

01 Dilip Majumder GN- Factory
Safety Mills LTD
k) A profile of the sponsors including their names, fathers names, age, personal addresses,
educational qualifications, and experiences in the business, positions/posts held in the past,
directorship held, other ventures of each sponsor and present position;
Experience
Name of the Educational Directorship
Fathers Name Age Personal Address in the Position
Sponsors Qualification held
Business
Mr.Jahangir
Late A.K Shamsul House#18, Road#116,
Alamin 57 B.SC 34 Chairman 28-11-2010
Alamin Gulshan, Dhaka
Mr.Alamgir
Late A K Shamsul House#18, Road#116, Managing
Shamsul Alamin 50 BBA 28 28-11-2010
Alamin Gulshan, Dhaka Director
Mr.Arafin
Late A K Shamsul House#18, Road#116,
Shamsul Alamin 45 BBA 26 Director 05-03-2012
Alamin Gulshan, Dhaka
79
Other ventures of each sponsor and present position
Name of Directors Directorship/Sponsorship/Ownership with other Company
Name of Company Type of Business Position
Fuad Spinning Mills Ltd Textile Business Chairman & Managing Director
Sunny Specialized Spinning Mills Limited Textile Business Chairman
S.A. Spinning Mills Ltd. Textile Business Chairman
Shamsul Alamin Cotton Mills Ltd. Textile Business Chairman
Mr.Jahangir Alamin
Jahanara Alamin Spinning Mills Limited Textile Business Chairman
Alpha Islami Life Insurance Limited Insurance Business Director
Paramount Properties Limited Real Estate Business Chairman
Far East International University University Director
Pioneer Insurance Company Limited Insurance Business Director
Sunny Specialized Spinning Mills Limited Textile Business Director
Mr.Alamgir Shamsul S.A. Spinning Mills Ltd. Textile Business Director
Shoppers World Ltd Trading Business Director
Jahanara Alamin Spinning Mills Limited Textile Business Director
Electro World Trading Business Proprietor
Alamgir Trading Trading Business Proprietor
Sunny Specialized Spinning Mills Limited Textile Business Managing Director
Mr.Arafin Shamsul S.A. Spinning Mills Ltd. Textile Business Managing Director
Jahanara Alamin Spinning Mills Ltd. Textile Business Director
l) If the present directors are not the sponsors and control of the issuer was acquired within five
years immediately preceding the date of filing prospectus details regarding the acquisition of
control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.
Mr.Jahangir Alamin, Mr.Alamgir Shamsul Alamin and Mr.Arafin Shamsul Alamin are sponsors of the company
and currently serving in the Board. Mrs. Shahida Alamin is not sponsors of the company but joined as director 12
Years back. Mr. T.M. Fateh Kabir Appointed as Independent Director and does not hold any share.
m) If the sponsors/directors do not have experience in the proposed line of business, the fact
explaining how the proposed activities would be carried out/managed;
The Company has been incorporated as a Private Limited company on October 03, 1992 vides registration no. C-
22863 (1270) / 92 under the companies Act 1994. The company started its commercial operation from January
1, 2003. The company is doing business for thirteen years. Therefore, the directors and sponsors of SAREL have
significant experience in real estate business.
n) Interest of the key management persons;

Key management persons received salary and bonuses from the company. Other than these, key management
persons do not have any interest in the company.
o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary;
Till December 31, 2016, none of the directors of the company have received any facilities from the company
except Mr.Alamgir Shamsul Alamin received remuneration as Managing Director.
80
p) Number of Shares held and percentage of Shareholding (Pre issue)
Sl. No of
Name of the Shareholders BO ID Position %
No. Securities
Directors and Sponsors:
1 Mr.Jahangir Alamin 1202880007765618 Chairman 7,364,000 21.04
2 Mr.Alamgir Shamsul Alamin 1202880033555073 Managing Director 7,364,000 21.04
3 Mr.Arafin Shamsul Alamin 1202880007765594 Director 7,364,000 21.04
4 Mrs. Shahida Alamin 1202880007765626 Director 2,770,000 7.91
5 Mr. T.M. Fateh Kabir - Independent Director N/A N/A
Total 22,092,000 71.03
q) Changes in the Board of Directors in last three years;

Sl.
Name of the Directors Date of Joining Date of retirement Present Status as on 31.12.2016
No.
1 Jahangir Alamin 28-11-2010 29-06-2020 Chairman
2 Alamgir Shamsul Alamin 28-11-2010 26-11-2020 Managing Director
3 Arafin Shamsul Almain 05-03-2012 30-06-2017 Director
4 Shahida Alamin 15.05.2004 29.06.2021 Director
5 Nargis Alamin 15.05.2004 22.12.2016 Shareholder
6 Humaira Alamin 15.05.2004 22.12.2016 Shareholder
7 Mr. T.M. Fateh Kabir 12.03.2017 11.03.2020 Independent Director
r) Director's engaged with similar business;
Directors of SAREL are not engaged with the similar business except Paramount Properties Limited.
81
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS SECTION: IX
(a) The Prospectus shall contain a description of any transaction during the last five years, or any proposed transactions certified by the auditors ,
between the issuer and any of the following persons, giving the name of the persons involved in the transaction, their relationship with the issuer,
the nature of their interest in the transaction and the amount of such interest, namely:-
i. Any director or sponsor or executive officer of the issuer;
ii. Any person holding 5% or more of the outstanding shares of the issuer;
iii. Any related party or connected person of any of the above persons.
Auditors Certificate Regarding Related Party Transactions

TO WHOM IT MAY CONCERN
This is to certify that the Financial Statements of the SAREL furnished for our audit does not have any transaction for the year ended June 30, 2012 to June 30, 2016 and
period ended December 31, 2016 or any proposed transaction, between the issuer and any of the following persons:
I. Any director or sponsor or executive officer of the issuer;
II. Any person holding 5% or more of the outstanding shares of the issuer;
III. Any related party or connected person of any of the above persons;
Except the transactions described in the following table:
Nature of Amount in BDT
Particulars Relationship
Transaction Dec. 31, 2016 2015-16 2014-15 2013-14 2012-13 2011-12
Shamsul Alamin Cotton Mills Ltd Sister Concern Loan 176,312 176,312 176,312 10,832,312 - -
Mr.Alamgir Shamsul Alamin Managing Director Remuneration 600,000 1,200,000 1,200,000 1,214800 - -
Mr.Jahangir Alamin Chairman Office rent - 585,600 585,600 585,600 - -
Mr.Alamgir Shamsul Alamin Director Office rent - 585,600 585,600 585,600 - -
Mr.Arafin Shamsul Alamin Director Office rent - 585,600 585,600 585,600 - -
Shahida Alamin Director Loan from Director - - - - - 7,595,117
Grand Total 776,312 3,133,112 3,133,112 13,803,912 - 7,595,117
Place: Dhaka; Sd/-

March 29, 2016 S.F. AHMED & CO.
82
(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate
or entity owned or significantly influenced by a person who is currently a director or in
any way connected with a director of either the issuer company or any of its
subsidiaries/holding company or associate concerns, or who was a director or connected
in any way with a director at any time during the last three years prior to the issuance of
the prospectus;
SAREL does not have any subsidiary or associate company. There is no transaction or arrangement
entered into by the issuer or entity owned or significantly influenced by a person who is currently a
director or in any way connected with a director of either the issuer company or who was a director
or connected in any way with a director at any time during the last three years prior to the issuance
of the prospectus except the transaction mentioned in (a) of Section IX.
(c) Any loans either taken or given from or to any director or any person connected with the
director, clearly specifying details of such loan in the prospectus, and if any loan has been
taken from any such person who did not have any stake in the issuer, its holding
company or its associate concerns prior to such loan, rate of interest applicable, date of
loan taken, date of maturity of loan, and present outstanding of such loan.
SAREL does not have any subsidiary or associate company. No loans either taken or given from or to
any director or any person connected with the director, and no loan has been taken from any such
person who did not have any stake in the issuer prior to such loan except the transaction mentioned
in (a) of Section IX.
83
EXECUTIVE COMPENSATION SECTION: X
(a) The total amount of remuneration/salary/perquisites paid to the top five salaried officers
of the issuer in the last accounting year and the name and designation of each such officer;
The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the company
in the last accounting year is as follows:
Remuneration Remuneration
Name Position Department (July 16 (July 15 to June 16)
to December 16)
Mr.Feroz Kabir General Manager Sales & Customer Service 580,218 1,160,436
Gazi Zahidul Islam Assistance General Manager Sales & Land 307,872 615,744
*Md. Humayun Kabir Chief Engineer Project Operation 480,000 160,000
Bikash Chandra Saha Chief Financial Officer Finance & Accounts 264,486 324,972
Ashraf Ali Manager Project Operation Zonal-1 360,000 720,000
Hossain Shahid Khan Assistance General Manager Co-Ordination 276,750 313,500
Total 2,269,326 3,294,652
*Md. Humayun Kabir Date of joining 01-04-2016
(b) Aggregate amount paid to all directors and officers as a group during the last accounting
year;
Aggregated amount of remuneration paid to all Directors and Officers during the last accounting year is as
follows: (As per Audited Accounts)
Particulars Nature of Payment July 16 to December 16 July 15 to June 16
Officers and Executives Salary, allowances and benefits 5,797,881 11,803,860
Officers to Workers Contribution to employees benefit scheme-WPPF 3978005 4,943,169
Officers, Executives & Workers Group Insurance(Annum premium) - 140,400
Total 9,775,886 16,887,429
(c) If any shareholder director received any monthly salary/perquisite/benefit it must be

mentioned along with date of approval in AGM/EGM, terms thereof and payments made
during the last accounting year;
No director and shareholder of the company received any monthly salary/perquisite/benefit except
Alamgir Shamsul Alamin, Managing Director who received BDT 12,00,000 as remuneration and bonus
during the period ended June 30 2016. The remuneration of the managing director was decided in
Board Meeting dated 07th July 2013. Further, SAREL has taken a space from Mrs. Jahanara Alamin,
Jahangir Alamin, Alamgir Shamsul Alamin, Arafin Shamsul Alamin as rent and received BDT 17,56,800
as rent for those property.
(d) The board meeting attendance fees received by the director including the managing
director along with date of approval in AGM/EGM;
None of the directors received any board meeting attendance fees.
(e) Any contract with any director or officer providing for the payment of future
compensation;
The Company has not entered into any contract with any of its Directors or Officers for providing of
any future compensation packages.
(f) If the issuer intends to substantially increase the remunerations paid to its Directors and
Officers in the current year, appropriate information regarding thereto;
The Company has no plan to substantially increase the remunerations to its directors and officers
except for those that are paid as annual increment to their salaries.
(g) Any other benefit/facility provided to the above persons during the last accounting year
No directors and officers of SAREL received any other benefit/facility in the last accounting year except
which is disclosed above.
84
OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES SECTION: XI
The company did not grant any options to any director, officer all other officers as a group. Further to the
above, no options are held by any person other than the directors.
85
TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM SECTION: XII
(a) The names of the directors and subscribers to the memorandum, the nature and amount
of anything of value received or to be received by the issuer from the above persons, or
by the said persons, directly or indirectly, from the issuer during the last five years along
with the description of assets, services or other consideration received or to be received;
The directors and subscribers to the memorandum have not received any benefits from the company
except as specified below:
(Amount in BDT)
31 Dec
Name of the Directors & Name of the 30 30 June 30 June 30 June 30 June
2016 (6
Subscribers Transaction June2016 2015 2014 2013 2012
Months)
Remuneration 600,000 1,200,000 1,200,000 1,214,800 - -
Board Atten. Fee N/A N/A N/A N/A N/A N/A
cash N/A N/A N/A N/A N/A N/A
Dividend
Stock N/A N/A N/A N/A N/A N/A
Mr.Jahangir Alamin, 1,756,800 1,756,800 1,756,800
Mr.Alamgir Shamsul Alamin Office Rent* - - -
Mr.Arafin Shamsul Alamin
* SAREL has taken a space at Alamin Center (13th Floor) as rent from above directors.
(b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid
for such assets and the method used to determine the price shall be mentioned in the
prospectus, and if the assets were acquired by the said persons within five years prior to
transfer those to the issuer, the acquisition cost thereof paid by them.
The Company has not received any assets, services of other consideration from its directors and
subscribers to the memorandum except fund against allotment of shares.
86
OWNERSHIP OF THE COMPANY'S SECURITIES SECTION : XIII
(a) The names, addresses, BO ID Number of all shareholders of the company before IPO,
indicating the amount of Securities owned and the percentage of the securities
represented by such ownership, in tabular form;
Sl. Name of the Shareholders Designation BO ID Address No. Sharehol Shareholding
No. of Shares ding ( %) ( %) Post IPO
Pre IPO
1 Mr.Jahangir Alamin, Chairman 1202880007765618 House#18, Road#116, 21.04 [*]

Gulshan,Dhaka 7,364,000
2 Mr.Alamgir Shamsul Managing 1202880033555073 House#18, Road#116, 21.04 [*]

Alamin Director Gulshan,Dhaka 7,364,000
3 Mr.Arafin Shamsul Alamin Director 1202880007765594 House#18, Road#116, 21.04 [*]

4 Mrs.Shahida Alamin Director 1202880007765626 House#18, Road#116, 7.91 [*]

5 Mrs.Nargis Alamin Shareholder 1202880007765634 House#18, Road#116, 7.91 [*]

6 Mrs. Humaira Alamin Shareholder 1202880007765601 House#18, Road#116, 7.91 [*]

7 Euro Trading Limited Shareholder 1201750062731691 41/23/1 Mohammed 3.14 [*]

Khaleq,Zigatola, Dhaka 1,099,000
8 Symphony Trading Limited Shareholder 1201750062731705 House-23, Road-08, 3.14 [*]

Sec-13, Uttara, Dhaka- 1,099,000
1230
9 Dream Holdings Limited Shareholder 1202550062716681 Hossain Trade 0.29 [*]
Centre,58 100,000
Dilkusha,Dhaka.
10 Mr.Gias Uddin Howlader Shareholder 1202550062716639 Aline Fatema, Hossain- 3.71 [*]
58(4th Floor) Road- 1,300,000
7/A,Block-H, Banani
R/A, Dhaka.
11 Mehmood Equities Shareholder - House-13, Road-113/A, 2.86 [*]
Limited Gulshan-2 1,000,000
Total Shareholdings Before IPO 35,000,000 100
87
(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage,
position held in other companies of all the directors before the public issue;
Name of the E- TIN No. of Pre-issue Position Held in
Address Age Experience BO ID
Directors' No. Shares held % other Companies
Fuad Spinning Mills Ltd Chairman &
Managing Director
Sunny Specialized Spinning Mills Limited Chairman
House#18, S.A. Spinning Mills Ltd. Chairman
7,364,000 21.04 Shamsul Alamin Cotton Mills Ltd. Chairman
Road#116, 57 39 1202880007765618 661453536703
Mr.Jahangir Alamin
Gulshan,Dhaka Jahanara Alamin Spinning Mills Limited Chairman
Alpha Islami Life Insurance Limited Director
Paramount Properties Limited Chairman
Far East International University Director
Pioneer Insurance Company Limited Director
Fuad Spinning Mills Ltd Director
Sunny Specialized Spinning Mills Limited Director
Mr.Alamgir Shamsul Alamin S.A. Spinning Mills Ltd. Director
House#18,
7,364,000 21.04
Road#116, 50 28 1202880033555073 342875695208 Shamsul Alamin Cotton Mills Ltd. Director
Gulshan,Dhaka Shoppers World Ltd Director
Jahanara Alamin Spinning Mills Limited Director
Electro World Proprietor
Alamgir Trading Proprietor
Fuad Spinning Mills Ltd Director
House#18, Sunny Specialized Spinning Mills Limited Managing Director
45 28 1202880007765594 7,364,000 21.04
Mr.Arafin Shamsul Alamin Road#116, 490487354271 S.A. Spinning Mills Ltd. Managing Director
Gulshan,Dhaka Shamsul Alamin Cotton Mills Ltd. Director
Jahanara Alamin Spinning Mills Ltd. Director
1202880007765626 167262802981 2,770,000 Sonar Bangla Insurance Company Director
Mrs.Shahida Alamin House#18, Limited
Road#116, 55 10 7.91 PLF Investment Limited Director
Gulshan,Dhaka Rokara Spinning Mills Limited Chairman
Mr. T.M. Fateh Kabir 89 Sohrawordi 55 25 155026758862 N/A N/A Tisha Textile Ltd Managing Director
avenue, Tisha Febrics Proprietor
Baridhara,Dhaka-
1203
88
(c) The average cost of acquisition of equity shares by the directors certified by the auditors;
Auditors Certificate regarding Average Cost of Acquisition of Equity Shares by the Directors
This is to certify that average cost of acquisition of equity shares of Shamsul Alamin Real Estate Limited
acquired by the Directors is as follows:
Details of Transfer/Allotment Total Average

Sl. Total Share
Name Position Amount cost of Consideration
No. Holding
Nature of No. of (BDT) acquisition
Date
transaction Shares
3/10/1992 Subscription 10,000 10,000 100,000 Cash
15/06/2003 Transfer 2,500 2,500 25,000 Cash
15/06/2003 Transfer 3,800 3,800 38,000 Cash
Mr.Jahangir 15/05/2004 Transfer (16,300) (16,300) (163,000) Cash
1 Chairman 10
Alamin 16/09/2010 Transfer 500,000 500,000 5,000,000 Cash
2/12/2010 Allotment 6,396,667 6,396,667 63,966,670 Cash
18/06/2015 Transfer 233,666 233,666 2,336,660 Cash
18/06/2015 Transfer 233,667 233,667 2,336,670 Cash
Sub Total 7,364,000 73,640,000 10
15/06/2003 Transfer 2,500 2,500 25,000 Cash
15/06/2003 Transfer 3,700 3,700 37,000 Cash
Mr.Alamgir
Managing 15/05/2004 Transfer (16,200) (16,200) (162,000) Cash
2 Shamsul 10
Director 15/09/2010 Transfer 500,000 500,000 5,000,000 Cash
Alamin
2/12/2010 Allotment 6,396,666 6,396,666 63,966,660 Cash
18/06/2015 Transfer 233,667 233,667 2,336,670 Cash
18/06/2015 Transfer 233,667 233,667 2,336,670 Cash
Sub Total 7,364,000 73,640,000 10
15/06/2003 Transfer 2,500 2,500 25,000 Cash
15/05/2003 Transfer 3,700 3,700 37,000 Cash
Mr.Arafin
15/05/2004 Transfer (16,200) (16,200) (162,000) Cash
3 Shamsul Director 10
Alamin 15/09/2010 Transfer 500,000 500,000 5,000,000 Cash
2/12/2010 Allotment 6,396,667 6,396,667 63,966,670 Cash
18/06/2015 Transfer 233,666 233,666 2,336,660 Cash
18/06/2015 Transfer 233,667 233,667 2,336,670 Cash
Sub total 7,364,000 73,640,000 10
15/05/2004 Transfer 20,100 20,100 201,000 Cash
14/09/2010 Allotment 3,329,900 3,329,900 33,299,000 Bonus
15/09/2010 Transfer (500,000) (500,000) (5,000,000) Cash
Mrs.Shahida
4 Director 16/09/2010 Transfer (500,000) (500,000) (5,000,000) 10 Cash
Alamin
16/09/2010 Transfer (500,000) (500,000) (5,000,000) Cash
16/09/2010 Transfer (80,000) (80,000) (800,000) Cash
2/12/2010 Allotment 1,000,000 1,000,000 10,000,000 Cash
Sub total 2,770,000 27,700,000 10
Mr. T.M. Independe
5 No. Number of share is Allotted
Fateh Kabir nt Director
Grand total 24,862,000 248,620,000 10
** The share of the Company was denominated from Tk. 1,000 to Tk. 10 per share as on 30 November 2009. All the share price
considered Tk. 10 per share, for uniform of presentation.
Dated: Dhaka Sd/-

March 29, 2016 S. F. Ahmed & Co.
89
(d) A detail description of capital built up in respect of shareholding (name-wise) of the
issuers sponsors/ directors. In this connection, a statement to be included:
Mr.Jahangir Alamin, Chairman
Issue Price/
Date of Cumulative % Post
No of Equity Face Acquisition % pre- issue Sources
Allotment/Transfer of Consideration Nature of issue no. of Equity issue paid
shares value Price/ Transfer paid up capital of fund
fully paid-up shares shares up capital
Prices
As per Memorandum Cash Ordinary Shares 10,000 10 10 10,000 0.03% [] Own
15/06/2003 Transfer Ordinary Shares 2,500 10 10 12,500 0.04% []
15/06/2003 Cash Ordinary Shares 3,800 10 10 16,300 0.05% []
15/05/2004 Cash Ordinary Shares (16,300) 10 10 - 0.00% []
30/12/2010 Cash Ordinary Shares 6,396,667 10 10 6,896,667 19.70% []
18/06/2015 Cash Ordinary Shares 467,333 10 50 7,364,000 21.04% []
Total 7,364,000
Mr.Alamgir Shamsul Alamin, Managing Director

Date of No of Issue Price/ Cumulative % pre- % Post
Sources
Allotment/Transfer of Consideration Nature of issue Equity Face value Acquisition Price/ no. of Equity issue paid issue paid
of fund
fully paid-up shares shares Transfer Prices shares up capital up capital
As per Memorandum Cash Ordinary Shares 10,000 10 10 10,000 0.03% []
Own
Total 7,364,000
Mr.Arafin Shamsul Alamin, Director
Cumulative % Post
Issue Price/
Date of Allotment/Transfer of No of Equity Face no. of % pre- issue issue Sources
Consideration Nature of issue Acquisition Price/
fully paid-up shares shares value Equity paid up capital paid up of fund
Transfer Prices
shares capital
As per Memorandum Cash Ordinary Shares 10,000 10 10 10,000 0.03% []
Own
Total 7,364,000
Mrs.Shahida Alamin, Director

Issue Price/
Cumulative % pre- % Post
Date of No of Acquisition
Face no. of issue issue Sources
Allotment/Transfer of Consideration Nature of issue Equity Price/
value Equity paid up paid up of fund
fully paid-up shares shares Transfer
shares capital capital
Prices
15/09/2010 Cash Ordinary Shares -500,000 10 10 -479,900 -1.37% []
16/09/2010 Cash Ordinary Shares -500,000 10 10 -979,900 -2.80% []
16/09/2010 Cash Ordinary Shares -500,000 10 10 -1,479,900 -4.23% []
16/09/2010 Cash Ordinary Shares -80,000 10 10 -1,559,900 -4.46% []
14/09/2010 Bonus Ordinary Shares 3,329,900 10 10 1,770,000 5.06% []
2/12/2010 Cash 1,000,000 10 10 2,770,000 7.91% []
Total 2,770,000 Own
(e) Detail of shares issued by the company at a price lower than the issue price;
The Company has not issued any share at a price lower than the issue price.
90
(f) History of significant (5% or more) changes in ownership of securities from inception;
Transferor Receiver
Date of Transfer Transferred Balance of Balance of Share
Name of the Shareholders % of Transferred Name of the Shareholders Received % of
Quantity Share Holding Holding
Mrs. Jahanara Alamin 1,300 13 11,300
Mr. Jahangir Alamin 2,500 25 12,500
15/06/2003 Mr. A.K Shamsul Alamin 10,000 100 - Mr. Alamgir Shamsul Alamin 2,500 25 12,500
Mr. Arafin Shamsul Alamin 2,500 25 12,500
Mrs. Afroza Islam Chowdhury 1,200 12 11,200
Mr. Jahangir Alamin 3,800 34 16,300
15/06/2003 Mrs. Afroza Islam Chowdhury 11,200 100 - Mr. Alamgir Shamsul Alamin 3,700 33 16,200
Mr. Arafin Shamsul Alamin 3,700 33 16,200
3,800 100 Mrs.Shahida Alamin 3,800 100 3,800
15/05/2004 Mrs. Jahanara Alamin 3,800 100 - Mrs.Nargis Alamin 3,800 100 3,800
3,700 100 Mrs. Humaira Alamin 3,700 100 3,700
15/05/2004 Mr. Jahangir Alamin 16,300 100 - Mrs.Shahida Alamin 16,300 100 20,100
15/05/2004 Mr. Alamgir Shamsul Alamin 16,200 100 - Mrs.Nargis Alamin 16,200 100 20,000
15/05/2004 Mr. Arafin Shamsul Alamin 16,200 100 - Mrs. Humaira Alamin 16,200 100 19,900
500,000 22.03 Mr. Jahangir Alamin 500,000 100 500,000
500,000 22.03 Mr. Alamgir Shamsul Alamin 500,000 100 500,000
16/09/2010 Mrs.Shahida Alamin 1,770,000
80,000 4.32 Mehmood Equities Limited 80,000 100 80,000
500,000 22.03 Euro Trading Limited 500,000 100 500,000
500,000 15.29 Symphony Trading Limited 500,000 100 500,000
16/09/2010 Mrs.Nargis Alamin 2,770,000
63,000 2.22 Mr.Gias Uddin Howlader 63,000 100 63,000
30,000 1.30 Dream Holdings Limited 30,000 100 30,000
15/09/2010
500,000 18.05 Mr. Arafin Shamsul Alamin 500,000 100 500,000
Mrs. Humaira Alamin 2,270,000
307,000 11.91 Mr.Gias Uddin Howlader 307,000 100 370,000
16/09/2010
210,000 8.47 Mehmood Equities Limited 210,000 100 290,000
233,666 17.53 Mr. Jahangir Alamin 233,666 100 7,130,333
Euro Trading Limited 233,667 17.53 1,099,000 Mr. Alamgir Shamsul Alamin 233,667 100 7,130,333
233,667 17.53 Mr. Arafin Shamsul Alamin 233,667 100 7,130,334
18/06/2015
233,667 17.53 Mr. Jahangir Alamin 233,667 100 7,364,000
Symphony Trading Limited 233,667 17.53 1,099,000 Mr. Alamgir Shamsul Alamin 233,667 100 7,364,000
233,666 17.53 Mr. Arafin Shamsul Alamin 233,666 100 7,364,000
91
CORPORATE GOVERNANCE SECTION: XIV
(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate
Governance Guidelines of the Commission;
Management Disclosure Regarding Compliance with the Requirements of Corporate Governance

Guidelines of the Bangladesh Securities and Exchange Commission (BSEC)
The Company declares that it is in compliance with the requirements of the applicable regulations of
Corporate Governance Guidelines of BSEC in respect of corporate governance including constitution of
the Board and committees thereof. The corporate governance framework is based on an effective
independent Board, separation of the Boards supervisory role from the executive management team
and constitution of the Board Committees, as required under applicable law.
Sd/-
Mr.Alamgir Shamsul Alamin
Managing Director
Dated: 29.03.2017
(b) A compliance report of Corporate Governance requirements certified by component authority;
CERTIFICATE ON COMPLIANCE OF CONDITIONS

OF CORPORATE GOVERNANCE GUIDELINES TO THE SHAREHOLDERS
OF
SHAMSUL AL AMIN REAL ESTATE LTD.
We have examined the compliance of conditions of corporate Governance Guidelines of the Bangladesh
Securities and Exchange Commission (BSEC) by SHAMSUL AL AMIN REAL ESTATE LTD for the year as on
21st March, 2017. This Guideline Related to BSEC Notification No. SEC/CMRRCD/2006-
158/134/Admin/44 dated 07 August, 2012.
The compliance of conditions of corporate Governance Guidelines as stated in the aforesaid notification
and reporting of the status of compliance is the responsibility of the companys Management. Our
examination for the purpose of issuing this certification was limited to the checking of procedures and
implementations thereof, adopted by the company for ensuring the compliance of conditions of
corporate governance and correct reporting of compliance status on the attached statement (Annexure-
A) on the basis of evidence gathered and representation received.
To the best of informations and according to the explanations given to us, we certify that, as reported
on the attached status of compliance statement, the company has complied with the conditions of
Corporate Governance stipulated in the above mentioned BSEC notification dated 07 August 2012.
Sd/-
Khurshid Kamal & Associates
Cost and Management Accountants
Date: 21st March 2017

Place: Dhaka
92
Compliance status with the conditions has been imposed by the Bangladesh Securities and Exchange
Commissions Notification No. SEC/CMRRCD/2006-158/134/Admin/44; dated: 7 August, 2012.
th
(Report under Condition No. 7.00)
Compliance Status (put

Condition Title in the appropriate Remarks
No. column) (if any)
Complied Not
complied
1 BOARD OF DIRECTORS:
1.1 The number of the board members of the company shall not be less than 5 Out of 5 Director
(five) and more than 20 (twenty) 1 Independent
Director
2 Independent Director
1.2 (i) At least one fifth (1/5) of the total number of directors in the companys board
shall be independent Director.
1.2(ii) (a) Independent Director dose not hold any share or holds less than 1% shares of
the total paid-up capital.
1.2 (ii)(b) Independent Director or his family members are not connected with the
companys any sponsor or director or shareholder who holds 1% or more
shares of the total paid-up shares of the company on the basis of family
relationship.
1.2(ii) (c ) Dose not have any other relationship, whether pecuniary or otherwise, with
the company or its subsidiary/associated companies.
1.2(ii)(d) Independent Director is not a member, director or officer of any stock
exchange;
1.2(ii)(e) Independent Director is not a shareholder, Director or officer of any member
of stock Exchange or an intermediary of the capital market.
1.2(ii)(f) Independent Director is not a partner or an executive or was not a partner or
an executive during the preceding 3(three) years of the conceded companys
statutory audit firm.
1.2(ii)(g) Independent Director shall not be an independent director in more than 3
(three) listed companies;
1.2(ii)(h) Independent Director has not been convicted by a court of competent
jurisdiction as a defaulter in payment of any loan to a bank or a Non-Bank
Financial institutions (NBFI);
1.2(ii)(i) Independent Director has not been convicted for a criminal offence involving
moral turpitude;
1.2(iii) The independent Director (s) shall be appointed by the Board of Directors and 1 Independent
approved by the shareholders in annual General Meeting (AGM) Director where
Appointed by
board meeting
date 12 march
2017
1.2(iv) The post of independent Director(s) cannot remain vacant for more than 90
(ninety) days.
1.2(v) The Board shall lay down a code of conduct of all board members and annual
compliance of the code to be recorded.
1.2(vi) Tenure of office of an independent director shall be for a period of 3 (three)
years, which may be extended for 1 (one) term only.
1.3 Qualification of independent Director (ID)
1.3(i) Independent Director shall be a knowledgeable individual with integrity is able
to ensure compliance with financial regulatory and corporate laws and can
make meaningful contribution to business.
1.3(ii) Independent Director should be a Business Leader/Corporate Leader/
Bureaucrat/ University Teacher with Economics or Business Studies or Law
background/ Professionals like Chartered Accountants, cost & Management
Accountants and Chartered Secretaries. The Independent director must have at
lest 12 (twelve) years of corporate management/ professional experiences.
93
Complied Not
complied
1.3(iii) In special cases the above qualifications may be relaxed subject to prior N/A
approval of the commission
1.4 Chairman of the Board and Chief Executive Officer:
The positions of the chairman of the board and the chief Executive officer of
the companies shall be filled by different individuals. The chairman of the

company. Shall be elected from among the directors of the company. The
Board of Director Shall Clearly define respective roles & responsibilities of the
chairman and the chief Executive Officer.
1.5 The Directors Report to Shareholders on:
1.5(i) Industry outlook and possible future developments in the industry.
1.5(ii) Segment-wise or product-wise performance
1.5(iii) Risks and concerns
1.5(iv) A Discussion on cost of Goods sold, gross profit Margin and Net profit Margin
1.5(v) Discussion on continuity of any Extra-Ordinary gain or loss N/A
1.5(vi) Basis for related party transactions a statement of all reacted party

transactions Should be disclosed in the annual report
1.5(vii) Utilization of proceeds from public issues, rights issues and/or though any
N/A
others instruments
1.5(viii) An Explanation if the financial results deteriorate after the
company goes for Initial Public Offering (IPO) Repeat Public Offering (RPO), N/A
Rights Offer, and Direct Listing, etc.
1.5(ix) If significant variance occurs between Quarterly Financial
performance and Annual Financial Statements the management shall explain N/A
about the variance on their Annual Report
1.5(x) Remuneration to directors including independent directors.
1.5(xi) The financial statements prepared by the management of the
issuer company present fairly its state of affairs, the result of its operations,
cash flows and changes in equity.
1.5(xii) Proper books of accounts of the issuer Company have been

maintained
1.5(xiii) Appropriate accounting policies have been consistently applied in preparation
of the financial statements and that the accounting estimates are based on
reasonable and prudent judgment.
1.5(xiv) International Accounting Standards (IAS)/Bangladesh Accounting Standards
(BAS)/lnternational Financial Reporting Standards (IFRS)/ Bangladesh Financial
Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in
preparation of the financial statements and any departure there-from has been
adequately disclosed.
1.5(xv) The system of internal control is sound in design and has.
N/A
been effectively implemented and monitored.
1.5(xvi) There are no significant doubts upon the issuer companys
ability to continue as a going concern. If the issuer company

is not considered to be a going concern, the fact along with
reasons there of should be disclosed.
1.5(xvii) Significant deviations from the last years operating results
of the issuer Company shall be highlighted and the reasons
there of should be explained.
1.5(xviii) Key operating and financial data of at least preceding 5 (five).

years shall be summarized.
1.5(xix) If the issuer company has not declared dividend (cash or Stock) for the year,
N/A
the reasons thereof shall be given.
1.5(xx) Number of board meetings held during the year and attendance by each

director shall be disclosed.
94
Complied Not
complied
1.5(xxi) The pattern of shareholding shall be reported to disclose the
aggregate number of shares (along with name wise details
where stated below) held by:-
1.5(xxi)(a) Parent/ Subsidiary/Associated Companies and other related N/A
parties (Name wise details);
1.5 (xxi)(b) Directors. Chief Executive Officer, Company Secretary. Chief Financial Officer,
Head of Internal Audit and their spouses
And minor children (Name wise details);
1.5 (xxi)(c) Executives; (Salary Employees of the company, Other then Director Chief
Executive officer, Company Secretary, Chief Financial officer & and I-lead of
internal audit)
1.5 (xxi)(d) Shareholders holding ten percent (10%) or more voting interest in the company
(Name wise details);
1.5 (xxii) In case of the appointment! re-appointment of a director the company shall
disclose the following information to the: shareholders:
1.5 (xxii)(a) a brief resume of the director;
1.5 (xxi) (b) nature of his/her expertise in specific functional areas;
1.5 (xxii)(c) name of companies in which the person also holds the directorship and the
membership of committees of the board.
2. Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary
(CS)
2.1 The company shall appoint a Chief Financial Officer (CFO),
a Head of Internal Audit (Internal Control and Compliance) and a Company
Secretary (CS). The Board of Directors should clearly define respective roles,
responsibilities and duties of the CFO. the Head of Internal Audit and the CS.
2.2 Requirement to attend the Board Meetings:
The CFO and the Company Secretary of the companies shall attend the
meetings of the Board of Directors, provided that the CFO and/or the Company
Secretary shall not attend such part of a meeting of the Board of Directors
which involves consideration of an agenda item relating to their personal
matters.
3 Audit Committee:
3(i) The company shall have an Audit Committee as a sub-committee of the Board
of Director
3(ii) The Audit Committee shall assist the Board of Directors in ensuring that the
financial statements reflect true and fair view of the. state of affairs of the
company and in ensuring a good monitoring system within the business.
3(iii) The Audit Committee shall be responsible to the Board of: Directors. The duties
of the Audit Committee shall be clearly
set forth in writing
3.1 Constitution of the Audit Committee:
3.1(i) The Audit committee shall be composed of all least 3 (three)
members.
3.1(ii) The Board of Directors shall appoint members of the Audit Committee who
shall be Directors of the Company and shall
include at least 1 (one) Independent Director.
3.1(iii) All members of the audit committee should be financially literate and at least 1
(one) member shall have accounting or: related financial management
experience.
95
Complied Not
complied
3.1(iv) When the term of service of the Committee members expires or there is any N/A
circumstance causing any Committee member to be unable to hold office until
expiration of the term of service. Thus making the number of the Committee
members to be lower than the prescribed number of 3 (three) persons, the
Board of Directors shall appoint the new Committee member(s) to fill up the
vacancy (ies) immediately or not later than 1 (one) month from the date of
vacancy (ies) in the Committee to ensure continuity of the performance of
work of the Audit Committee.
3.1(v) The company secretary shall act as the secretary of Committee.
3.1(vi) The quorum of the Audit Committee shall not constitute without at least 1one)
independent Director.
3.2 Chairman of the Audit Committee.
3.2(i) The Board of Directors shall select 1 (one) member of the Audit Committee to
be Chairman of the Audit Committee, who shall be an Independent Director.
3.2(ii) Chairman of the audit committee shall remain present in the-Annual General
Meeting (AGM).
3.3 Role of Audit Committee
3.3(i) Oversee the financial reporting process.
3.3(ii) Monitor choice of accounting policies and principles.
3.3(iii) Monitor-Internal Control Risk management process.
3.3(iv) Oversee hiring and performance of external auditors.
3.3(v) Review along with the management, the annual financial
statements before submission to the board for approval.
3.3(vi) Review along with the management, the quarterly and half yearly financial
statements before submission to the board
3.3(vii) Review the adequacy of internal audit function.
3.3(viii) Review statement of significant related party transactions submitted by the
management.
3.3(ix) Review Management Letters/ Letter of Internal Control weakness issued by
statutory auditors.
3.3(x) When money is raised through Initial Public Offering (IPO)/ Repeat Public N/A
Offering (RPO)/ Rights Issue the company shall disclose to the Audit
Committee about the uses/applications of funds by major Category (capital
expenditure, sales and marketing expenses, working capital, etc), on a
quarterly basis, as a part of their quarterly declaration of financial result.
Further, on an annual basis, the company shall prepare a statement of funds
utilized for the purpose other than those stated in the offer document
/prospectus.
3.4 Reporting of the Audit Committee:
3.4.1 Reporting of the Board of Directors
3.4.1(i) The Audit Committee shall report on its activities to the Board of Directors
3.4.1(ii) The Audit Committee shall immediately report to the Board

of Directors on the following findings, if any:-
3.4.1(ii) (a) Report on conflicts of interests; N/A
3.4.1(ii)(b) Suspected or presumed fraud or irregularity or material N/A
defect in the internal control system;
3.4.1(ii)(c ) Suspected infringement of laws, including securities related N/A
rules and regulations;
3.4.1(ii)(d) Any other matter which shall be disclosed to the Board of N/A
Directors immediately.
96
Conditio Title in the appropriate Remarks
n column) (if any)
No. Complied Not
complied
3.4.2 Reporting to the Authorities; If the Audit Committee has reported to the Board N/A
of Directors about anything which has material impact on the financial
condition and results of operation and has discussed with the Board of
Directors and the management that any rectification is necessary and if the
Audit Committee finds that such rectification has been unreasonably ignored,
the Audit Committee shall report such finding to the Commission, upon
reporting of such matters to the Board of Directors for three times or
completion of a period of 6 (six) months from the date of first reporting to the
Board of Directors, whichever is earlier.
3.5 Reporting to the Shareholders and General Investors; report on activities N/A
carried out by the Audit Committee, including any report made to the Board of
Directors under condition; 3.4.1(ii) above during the year. shall be signed by
the Chairman of the Audit Committee and disclosed in the annual report of the
issuer company.
4 The issuer company should not Engage its External/Statutory Auditors to
perform the following services of the company; namely:
4(i) Appraisal or valuation services or Fairness opinions.
4(ii) Financial information systems design and implementation.
4(iii) Book-keeping or other services related to the accounting records or financial
statements.
4(iv) Broker-dealer services.
4(v) Actuarial services.
4(vi) Internal audit services.
4(vii) Any other service that the Audit Committee determines.
4(viii) No partner or employees of the external audit firms shall possess any share of
the company they audit at least during the tenure of their audit assignment of
that Company.
4(ix) Audit/certification services on compliance of Corporate Governance as
required under clause (i) of condition no.7
05 Subsidiary Company :
5(i) Provision relating to the composition of the Board of Directors of the holding N/A
Company shall be made applicable to the composition: of the Board of
Directors of the subsidiary company.
5(ii) At least 1 (one) Independent director on the Board of Directors of the holding N/A
company shall be a director on the Board of Directors of the subsidiary
Company.
5(iii) The minutes of the Board meeting of the subsidiary company shall be placed N/A
for review at the following Board Meeting of the holding Company.
5(iv) The minutes of the respective Board meeting of the holding N/A
company shall state that they have reviewed the affairs of the subsidiary
Company also.
5(v) The Audit Committee of the holding company shall also review the financial N/A
statements, in particular the investments made by the subsidiary company.
06 Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO): The
CEO and CFO shall certify to the Board that:
6(i) They have reviewed Financial Statements for the year and
that to the best of their knowledge and belief:
6(i)(a) These Statements do not contain any materially untrue Statement or omit any
material fact or contained statement that might be reading.
6(i)(b) These Statements together present a true and fair view of the companys
affairs and are in compliance with existing accounting standards and applicable
laws. -
97
Complied Not
complied
6(ii) There are, to the best of knowledge and belief, no transactions entered into by
the Company during the year which are fraudulent, illegal or violation of the
companys code of conduct.
07 Reporting and Compliance of Corporate Governance:
7(i) The Company shall obtain a certificate from a practicing Professional
Accountant/Secretary (Chartered Accountant/Cost and Management
Accountant! Chartered Secretary) regarding compliance of conditions of
Corporate Governance Guidelines of the Commission and shall the same to the
shareholders along with the Annual Report on a yearly basis.
7(ii) The directors of the Company shall state, in accordance with the Annexure
attached in the Directors Report whether the company has complied with
these conditions.
(c ) Details relating to the issuer's audit committee and remuneration committee, including the
names of committee members and a summary of the terms of reference under which the
committees operate;
Issuer's Audit Committee:
In accordance with the currently accepted Best Practice and Corporate Governance Guidelines adopted by
Bangladesh Securities and Exchange Commission (BSEC), the Board appointed Audit Committee comprises of the
following Non-Executive and Independent Directors of the Company:
Mr. T M Fateh Kabir Independent Director (Chairman of the Audit Committee)
Mr. Arafin Shamsul Alamin, Director (Member of the Audit Committee)
Mrs. Shahida Alamin Director (Member of the Audit Committee))
Mr. S K, Gosh, Company Secretary
Meetings of the Audit Committee:

The meetings of the Audit Committee shall be presided over by its Chairman;
The quorum of a meeting of the Audit Committee shall constitute by presence of at least 02
members and shall not constitute without at least 01 Independent Director;
The Audit Committee shall hold at least 04 meetings in a year to perform its duties and
responsibilities
The Audit Committee may invite the Chief Executive Officer, Head of Internal Audit or any
other officials to attend the meeting;
The Audit Committee may request the Internal and/or External Auditors to submit
valuation/evaluation report(s) on any specific issue;
All the observations/findings/recommendations of the Audit Committee shall be recorded in
the minutes of the Committee;
The Secretary shall prepare the minutes of the proceedings and resolutions of all committee
meetings, including the names of those present and in attendance and shall circulate the
minutes of meetings to all members of the Committee.
Terms of Reference of Audit Committee:

The main objective of the Audit Committee is to assist the Board of Directors to effectively carry on its
responsibilities relating to financial and other relevant affairs of the Company. The Committee is empowered to
monitor, review and examine the followings:
Monitor implementation the accounting policies and principles;
98
Monitor Internal Control Risk Management Process;
Oversee hiring and performance of external auditors;
Review along with the management, the Annual Financial Statements before submission to the Board for
approval;
Review along with the management, the Quarterly and Half Yearly Financial Statements before submission
to the Board for approval;
Review the adequacy of Internal Audit team performance in terms of internal audit report;
Review statement of significant related party transactions submitted by the management;
When money is raised through Initial Public Offering (IPO)/Repeat Public Offering (RPO)/Rights Issue, the
company shall disclose to the Audit Committee about the uses/applications of funds by major
category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly
basis, as a part of their quarterly declaration of financial results. Further, on an annual basis, the
company shall prepare a statement of funds utilized for the purposes other than those stated in the
offer document/prospectus.
Issuer's Remuneration Committee:

In accordance with the currently accepted Best Practice and Corporate Governance Guidelines adopted by
Bangladesh Securities and Exchange Commission (BSEC), the Board appointed Audit Committee comprises of the
following Non-Executive and Independent Directors of the Company:
Mr. T M Fateh Kabir Independent Director (Chairman of the Remuneration Committee)
Mr. Arafin Shamsul Alamin, Director (Member of the Remuneration Committee)
Mrs. Shahida Alamin Director (Member of the Remuneration Committee)
Mr. S K, Gosh, Company Secretary
Meetings of the Audit Committee:

The meetings of the Audit Committee shall be presided over by its Chairman;
The quorum of a meeting of the Audit Committee shall constitute by presence of at least 02
members and shall not constitute without at least 01 Independent Director;
The Remuneration Committee shall hold at least 04 meetings in a year to perform its duties
and responsibilities
The Remuneration Committee may invite the MD, CFO, Head of HR or any other officials to
attend the meeting;
All the observations/findings/recommendations of the Audit Committee shall be recorded in
the minutes of the Committee;
The Secretary shall prepare the minutes of the proceedings and resolutions of all committee
meetings, including the names of those present and in attendance and shall circulate the
minutes of meetings to all members of the Committee.
Terms of Remuneration Committee:

The Remuneration Committee has been established to assist the Board in developing and administering a fair
and transparent procedure for setting policy on the remuneration of directors and senior management of the
Company and for determining their remuneration packages and to review and oversee the Company's overall
human resources strategy. The Committee is empowered to perform, monitor, review and examine the
followings:
Determine the remuneration of the Company's Managing Director or any top management key personnel;
Review the ongoing appropriateness and relevance of the remuneration policy;
Approve the design of, and determine targets for any performance related schemes and annual payments
made under such schemes;
Review the design of all new long-term schemes and significant changes to such schemes for approval, in
each case, by the Board and shareholders.
99
Determine the total individual remuneration package of each Managing Director or any top management
key personnel including bonuses, incentive payments and any compensation payments;
Monitor the level and structure of remuneration for senior management;
Oversee any major changes in employee benefits structures throughout the Company or the Group;
Review the policy for authorizing claims for expenses from the Managing Director and the Chairman;
Ensure that all provisions regarding disclosure of remuneration;
review of and proposed amendment to the terms of reference;
approval of the Directors' remuneration report
Be responsible for establishing the selection criteria, selecting, appointing and setting the terms of
reference for any remuneration consultants who advise the Remuneration Committee; and
Obtain reliable, up-to-date information about remuneration in other companies, with a view to judging where to
position the Company relative to other companies. The Remuneration Committee shall have full authority to
commission any reports or surveys which it deems necessary to help it fulfill its obligations
100
VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGERS SECTION: XV
Valuation of Securities of Shamsul Alamin Real Estate Limited.
The valuation report of securities shall be prepared on the basis of the financial and all other information pertinent
to the issue. The fair value is determined under different valuation methods referred in Clause No. Annexure-E (B)
(14) of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. The following table illustrates
the calculation of fair value of Shamsul Alamin Real Estate Limited under different methods:
Sl. No. Valuation Methods Fair Value (BDT)

Method-1 Net Asset value (NAV) per share 43.94
Method-2(A) Earning-based value per share (Considering Avg. Sector P/E) 66.65
Method-2(B) Earning-based value per share (Considering Avg. Market P/E) 32.73
Method-3 Average Market Price of Similar Stocks Based Valuation 51.91
Method-4 P/BV multiple of Similar Stocks Based Valuation 76.96
Method-5 P/E multiple of Similar Stocks Based Valuation 74.22
The detailed valuation workings under the above-mentioned methods are furnished under the head of Valuation
under different methods as prescribed in clause no. Annexure-E(B)(14) of Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015 described in this section.
Qualitative Factors:
SAREL is widely focused in the Real Estate business which includes construction of apartments, construction of
commercial and shopping mall complex, and providing architectural and civil engineering consultancy services.
From inception, it concentrated its operation towards developing low-rise and high-rise residential and
commercial complexes.
The company has a good profile of completed projects in different parts of Dhaka city. Most of the projects have
been constructed for residential usage. The development concentration locations for the company are Paltan,
Fakirapool, Kakrail, Shyamoli, Mirpur, Uttara, Gulshan, Baridhara, Banani, Niketan etc. The company has already
completed 13 projects whereas the company has 19 ongoing projects. SAREL has gained a positive image in the
market due to their quality assured buildings and apartments and good location of the projects which also helped
to enhance this image further.
The management team of SAREL is headed by Managing Director Mr. Alamgir Shamsul Alamin, an experienced
person in the real estate sector in handling high-profile and complicated construction projects. In day to day
operations, Mr. Alamin is supported by sector wise expert Engineers and other senior executives.
As a real estate firm, the operation of the company is highly technology intensive and the company adopts people
with sufficient technical knowledge.
The company has a substantial amount of retained earnings. As on 31 December 2016 the retained earning of the
company was BDT 1,187,593,364.
SAREL plans to utilize its major portion of IPO proceeds for the completion of ongoing project. This will improve
the confidence of the clients and market share as well.
Valuation under different methods as prescribed in clause no. Annexure-E(B)(14) of

Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
METHOD 1: VALUATION WITH REFERENCE TO NET ASSET VALUE (NAV) PER SHARE
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NAV per share is based on the information of the latest audited financial statements as on December 31, 2016.
NAV per share at current costs is BDT 43.94 that has been derived by dividing the total shareholders equity at the
end of the period by the number of outstanding shares as shown in the table below:
Particulars As at Dec 31,2016 (BDT)

Share capital 350,000,000
Retained earnings 1,187,593,364
Total Shareholders Equity [A] 1,537,593,364
Number of Shares Outstanding as on December 31, 2016 [B] 35,000,000
Net Asset Value Per Share [A/B] 43.93
METHOD 2(A): VALUATION WITH REFERENCE TO EARNING-BASED-VALUE PER SHARE (CONSIDERING

AVERAGE SECTOR P/E)
Earning-based-value per share based on historical information sourced from audited financial statements and
statistics from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit
after tax for last 5 (five) years as per audited financial statements and sector earnings multiple. The weighted
average Earnings per share (EPS) is BDT 2.23 and the 12 months average DSE Sector P/E is 29.83 Therefore,
Earning-based-value per share has been derived as BDT 66.66
Weight of No. Net Profit After Tax Weighted NPAT

Accounting Year No. of Shares of Shares (BDT) (BDT)
30 June 2012 35,000,000 20% 103,523,965 20,704,793
30 June 2013 35,000,000 20% 111,210,249 22,242,050
30 June 2014 35,000,000 20% 100,971,901 20,194,380
30 June 2015 35,000,000 20% 8,851,304 1,770,261
30 June 2016 35,000,000 20% 66,499,426 13,299,885
Total 175,000,000 100% 391,056,845 78,211,369
Weighted Average Net Profit After Tax during the period 2012 to 2016 [C] 78,211,369
Number of shares [D] 35,000,000
Weighted Average Earnings per Share (EPS) [E = C/D] 2.23
12 months average DSE Sector P/E [F] 29.83
Earning-based-value per share (BDT) [E F] 66.65
Calculation of Relevant Sector P/E Multiple:

Nature of business of SAREL is similar to the business of companies listed in stock exchanges under Service & Real
Estate. So, we have consider the 12 months average sector P/E multiple to determine the earning-based-value per
share.
Month Sector P/E
February-16 27.91
March-16 27.60
April-16 29.30
May-16 31.46
June-16 29.92
July-16 28.06
August-16 30.03
September-16 30.66
October-16 31.34
November-16 32.18
December-16 29.17
January-17 30.28
Average Sector P/E 29.83
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Source: Dhaka Stock Exchange Limited
METHOD 2(B): VALUATION WITH REFERENCE TO EARNING-BASED-VALUE PER SHARE (CONSIDERING

AVERAGE MARKET P/E)
Earning-based-value per share based on historical information sourced from audited financial statements and
statistics from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit
after tax for last 5 (five) years as per audited financial statements and market earnings multiple. The weighted
average Earnings per share (EPS) is BDT 2.23 and the 12 months average DSE Market P/E is 14.65 Therefore,
Earning-based-value per share has been derived as BDT 32.73
Weight of
Net Profit After Weighted NPAT
Accounting Year No. of Shares No. of
Tax (BDT) (BDT)
Shares
30 June 2012 35,000,000 20% 103,523,965 20,704,793
30 June 2013 35,000,000 20% 111,210,249 22,242,050
30 June 2014 35,000,000 20% 100,971,901 20,194,380
30 June 2015 35,000,000 20% 8,851,304 1,770,261
30 June 2016 35,000,000 20% 66,499,426 13,299,885
Total 175,000,000 100% 391,056,845 78,211,369
Weighted Average Net Profit After Tax during the period 2012 to 2016 [C] 78,211,369
Number of shares [D] 35,000,000
Weighted Average Earnings per Share (EPS) [E = C/D] 2.23
12 months average DSE Overall P/E [F] 14.65
Earning-based-value per share (BDT) [E F] 32.73
Calculation of Relevant Market P/E Multiple:

2
Month Market P/E

February-16 15.17
March-16 14.26
April-16 13.86
May-16 14.33
June-16 14.61
July-16 14.70
August-16 14.66
September-16 15.12
October-16 14.60
November-16 14.52
December-16 14.29
January-17 15.65
Average Market P/E 14.65
METHOD 3: VALUATION WITH REFERENCE TO AVERAGE MARKET PRICE PER SHARE OF SIMILAR
STOCKS
For similar stocks we have considered the comparable companies listed with Dhaka Stock Exchanges in Service &
Real Estate.
Samorita Eastern
Summit SAIF
Date Hospitals Housing
Alliance Port Powertec Ltd
Ltd Limited
February-16 71.30 34.80 38.90 63.90
March-16 73.50 36.30 37.60 62.50
103
April-16 69.60 35.10 39.10 57.90
May-16 73.30 35.40 43.90 55.60
June-16 70.50 36.20 41.60 50.70
July-16 73.10 34.30 38.70 46.80
August-16 81.00 35.50 40.90 52.10
September-16 76.20 37.70 41.30 54.00
October-16 69.00 39.40 38.40 56.90
November-16 65.50 41.70 43.10 48.90
December-16 67.20 42.90 51.50 50.60
January-17 79.70 46.20 45.10 66.10
12 Months Average Price per share (BDT) 72.49 37.96 41.68 55.50
Average Market Price of Similar Stocks 51.91
METHOD 4: VALUATION WITH REFERENCE TO P/BV MULTIPLE OF SIMILAR STOCKS

The average month end close price of similar stocks from February 2016 to January 2017 and Net Asset Value
based on Annual Report of 2016 have been considered.
Last one year

Net Asset Value/Book Value
Sl. No. Similar Stocks average Closing P/BV
per share (BV)
Price (P)
1 Samorita Hospitals Ltd 72.49 50.87 1.43
2 Eastern Housing Limited 37.96 64.45 0.59
3 Summit Alliance Port 41.68 21.30 1.96
4 SAIF Powertec Ltd 55.50 18.28 3.04
Average P/BV (k) 1.75
NAV per share of SAREL as on December 31, 2016 (l) 43.94
Fair value based on P/BV multiple of similar stocks (BDT) [k l] 76.95
METHOD 5: VALUATION WITH REFERENCE TO P/E MULTIPLE OF SIMILAR STOCKS
The average month end close price of similar stocks from February 2016 to January 2017, having Earnings per
share as per the last audited financial statements has been considered.
Last one year

Earnings per
Sl. No. Similar Stocks average Closing Price P/E
share (E)
(P)
1 Samorita Hospitals Ltd 72.49 2.06 35.19
2 Eastern Housing Limited 37.96 2.06 18.43
3 Summit Alliance Port 41.68 0.66 63.14
4 SAIF Powertec Ltd 55.50 3.45 16.09
Average P/E (m) 33.21

5 years weighted average earnings per share of SAREL (n) 2.23
Fair value based on P/BV multiple of similar stocks (BDT) [m n] 74.22
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DEBT SECURITIES SECTION:XVI
The Company has not issued or is planning to issue any debt security within the next 6 (six) months.
105
PARTIES INVOLVED AND THEIR RESPONSIBILITIES SECTION: XVII
Parties Involved with DRHRL Responsibilities of the Parties
The ISSUE MANAGER is responsible to comply with all the
requirements as per Bangladesh Securities and Exchange
Commission (Public Issue) Rules 2015 including
Issue Manager Alliance Financial services Limited
preparation and disclosures made in the prospectus and
use of the public issue proceeds by the issuer.
Underwriters The Underwriters will act as the underwriters to the public

EBL Investments Ltd
issue as described in the Bangladesh Securities and
Lankabangla Finance Limited
Exchange Commission (Public Issue) Rules, 2015
SL Finance Limited
The valuers responsibility is to conduct and prepare an
appraisal of Fair value of investment property owned by
the company. Valuers have to perform the necessary
inspection, made relevant enquires and obtained such
ATA KHAN & CO
Valuer further information available for the purpose of providing
the opinion on the value of assets. The valuer should cite
the fundamental measurement assumptions of valuation.
The valuer shall be straightforward and honest in all
professional and business relationships. The valuer shall
comply with relevant laws and regulations.
Auditors 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, those standards require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial
statements are free from material misstatement.
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
S. F. Ahmed & Co. risks of material misstatement of the financial statements,
Auditors
Chartered Accountants. whether due to fraud or error. In making those risk
assessments, the auditor considers internal control
relevant to the entitys 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 entitys 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.
Credit Rating Company is responsible for conducting the

long term and short term rating of the company based on
Credit Rating Credit Rating Information & Services
its financial statements and other relevant qualitative and
Company Ltd. (CRISL)
quantitative information.
106
MATERIAL CONTRACTS SECTION: XVIII
(a) Major Agreements entered into by the Issuer:

Issue Management Agreement between the Issuer Company and Alliance Financial Services limited
Underwriting agreements between the Company and the Underwriters
Registrar to the Issue Agreement between the Company and Banco Finance And Investment Limited
Credit Rating Agreement between the Company and Credit Rating Information & Services Ltd. (CRISL)
(b) Material Parts of the Agreements:
Issue Management Agreement with Alliance Financial Services limited:
i. The scope of the services to be rendered by the Issue Manager to the Issuer under this agreement shall
be as detailed hereunder:
a. Regulatory Compliance
b. Underwriting Co-operation
c. Issue Arrangements
d. Public offer and Distribution of Prospectus
ii. The Issue Manager take such steps as are necessary to ensure completion of allotment and dispatch of
letters of allotment and refund warrants to the applicants according to the basis of allotment approved
by the Bangladesh Securities and Exchange Commission. The Issuer undertakes to bear all expenses
relevant to the share application processing, allotment and dispatch of letters of allotment and refund
warrant. The Issuer shall also bear all expenses related to printing and issuance of share certificate and
connected govt. stamps and hologram expenses.
iii. Without prejudice to other stipulations relative to the responsibility of the Issue Manager, it is
responsible towards the Company for strict compliance of this Agreement and to comply with all terms
therein.
iv. The Issue Manager shall ensure compliance of the Bangladesh Securities and Exchange Commission
(Public Issue) Rules 2015, listing Rules of the Stock Exchanges, Companies Act 1994, Securities, and
Exchange Ordinance, 1969 and other relevant rules, regulations, practices, directives, guidelines, etc.
v. If any differences or disputes arises between the parties during the subsistence of this contract or
thereafter, in connection with the validity, interpretation, implementation or alleged breach of any
provision of this contract, such disputes shall be referred to a sole arbitrator or in case of disagreement as
to the appointment of the two arbitrators, each party nominating an arbitrator and arbitration shall be
conducted as per provision of the Arbitration Act 2001 and the award of the arbitration shall be binding
upon the parties and the parties shall be precluded from challenging or objecting to the award.
vi. No, forbearance, indulgence or relaxation or inaction by any party at any time to require performance of
any of the provisions of this Agreement by the other parties shall in any way affect, diminish or prejudice
the right of such party to require performance of that provision and any waiver or acquiescence of any
right under or arising out of this Agreement shall not be construed as a waiver or acquiescence to or
recognition of rights and/or position other than as expressly stipulated in this Agreement.
vii. If any provision of this Agreement or the application thereof to any person or circumstances becomes or
is declared invalid or unenforceable to any extent, the remainder of this agreement and the application of
the such provision to person or circumstances other than those as to which it is held invalid or
unenforceable, shall not affect thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
107
Underwriting agreements with the Underwriters:
i. In case of under subscription in any category by up to 35% in an initial public offer, the unsubscribed
portion shall be taken up by the underwriter(s).
ii. The Company, in the event of under subscription, shall send notice to the underwriter(s) within 10(ten)
days of closure of subscription calling upon them to subscribe the securities and pay for this in case in full
with in 15 (fifteen) days of the date of said notice and the said amount shall be credited into securities
subscription account within the said period.
iii. Within 7(seven) days of the expiry of the aforesaid 15(fifteen) days the Company shall send to the
Commission proof of subscription and deposit of the money by the underwriters(s).
Registrar to the Issue Agreements with Banco Finance and Investment Limited:
The Registrar shall ensure to execute the activities as defined in Rule- 2 (n) of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 including:
i. The Registrar shall coordinate all other actions necessary for completing the post-issue functions or to comply
with the regulatory requirements with the support of Issuer.
ii. The Registrar shall coordinate for completing the post-issue processing activities for public issue of the
Company within the stipulated time as specified by the Bangladesh Securities and Exchange Commission.
iii. The Registrar will have to complete all statements and ensure timely delivery of them to the relevant
authorities/organizations.
Credit Rating Agreement between the Company and the Credit Rating Information & Services Ltd.
(CRISL)
i. That it is understood and agreed by both the parties that this agreement for credit rating is being
executed as per the provision of the Credit Rating Companies Rules 1996 promulgated by the Bangladesh
Securities and Exchange Commission;
ii. That the first party (CRISL) will be responsible to conduct the rating as per the requirement of the
Bangladesh Bank recognition criterion as External Credit Assessment Institution;
iii. That the first party (CRISL) will require both financial, operational data and related date for its
independent analysis and assessment. The Second Party has agreed to provide such data / information as
require by the First party (CRISL) while rating and also during its surveillance;
iv. That the Second Party (SAREL) will authorize all concerned banks/ creditors to provide information as
required by the first party (CRISL) for its independent analysis. An official letter to the banks/ creditors as
approved by the Second Party (SAREL) is to be issued so that the information can be collected by the first
Party professionals directly;
v. That the First party (CRISL) has agreed to undertake the rating assignment and complete the same within
Three weeks from the date of providing all information required vide First Partys primary questionnaire
and its subsequent queries;
(c) Fees Payable to different parties:
Sl. Name of the Parties Role Fees Payable
1 Alliance Financial Services limited 1% on the public offer

Issue Manager amount (including premium)
2 EBL Investments Ltd Underwriting commission at
Lankabangla Finance Limited the rate of 0.4 % of the
Underwriters
Sandhani Life Finance Limited amount underwritten
Registrar to the BDT 1,500,000

3. Banco Finance and Investment Limited
Issue
Credit Rating Information And Services Limited BDT 100,000
3. Credit Rating
(CRISL)
108
OUTSTANDING LITIGATIONS, FINE OR PENALTY SECTION: XIX
The following outstanding litigations against the issuer or any of its directors and fine or penalty
imposed by any authority:
The issuer or any of its directors was not involved in any of the following type of legal proceedings mentioned
below;
I. Litigation involving Civil Laws : There is no conviction of the Issuer or director(s) in a civil proceeding
II. Litigation involving Criminal Laws : There is no conviction of the Issuer or director(s) in a criminal
proceeding
III. Litigation involving Securities, Finance : There is no order, judgment or decree of any court of competent
and Economic Laws jurisdiction against the Issuer or director(s) permanently or
temporarily enjoining, barring, suspending or otherwise limiting the
involvement of any director(s) or officer in any type of securities,
Finance and Economic laws
IV. Litigation involving Labor Laws : There is no conviction of the Issuer or director(s) in connection to
applicable Labor Laws
V. Litigation involving Taxation (Income : There is no conviction of the Issuer or director(s) in connection to
tax, VAT, Customs Duty and any other taxation (Income tax, VAT, Customs Duty and any other taxes/duties)
taxes/duties)
VI. Litigation involving any other Laws : There is no litigation involving any other Laws
Outstanding cases filed by the Company or any of its directors:

There are no outstanding cases filed by the Issuer or any of its directors to any of the following types of legal
proceedings mentioned below;
I. Litigation involving Civil Laws : There is no conviction of the Issuer or director(s) in a civil proceeding
II. Litigation involving Criminal Laws : There is no conviction of the Issuer or director(s) in a criminal
proceeding
III. Litigation involving Securities, Finance : There is no Litigation involving Securities, Finance and Economic Laws
and Economic Laws
IV. Litigation involving Labor Laws : There is no Litigation involving Labor Laws
V. Litigation involving Taxation (Income : There is no Litigation involving Taxation (Income tax, VAT, Customs
tax, VAT, Customs Duty and any other Duty and any other taxes/duties) except Litigation involving taxation
taxes/duties) for the assessment year 2011-2012. The company filed an application
ref no.617 of 2015 to the Honorable Supreme Court of Bangladesh
(High Court Division) for relief the tax.
VI. Litigation involving any other Laws : There is no litigation involving any other Laws
\
109
RISK FACTORS AND MANAGEMENTS PERCEPTIONS ABOUT THE RISKS SECTION:XX
INTERNAL RISK FACTORS

a. Credit Risk
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the companys receivable from customers and
investment securities. In operating any business there is always credit risk in the business.
Management Perception
The company usually receives payment in advance against their sold flats/space and handover the flat/space
through registration after final settlement. So the company has very low chance to face these risks.
b. Liquidity risk
Liquidity risk is the risk that a company may be unable to meet short term financial demands. It is a
financial risk that for a certain period of time a given financial asset, security or commodity cannot be
traded quickly enough in the market without impacting the market price.
The Company has been generating sufficient fund through advance receipts, against its sold flats/space
which ensures that it will have sufficient liquidity to meet its liabilities, under both normal and stressed
conditions, without incurring unusual losses or risking damage to its reputation. Interesting issue is that
the Companys Time Interest Earned Ratio (times) is around 5-7 times which indicates that the company
is strong in terms of liquidity. SAREL always tries to ensure that it has sufficient cash/cash equivalent to
meet expected operational expenses, including the servicing of financial obligations through
preparation of the cash forecast, prepared based on time line of payment of the financial obligation and
accordingly arrange for sufficient liquidity/fund to make the expected payment within due date.
c. Risk associated with the Issuers Interest in Subsidiaries, Joint Ventures and Associates
This risk may arise when the Issuer Company has any Subsidiaries, Joint Ventures and Associates.
Shamsul Alamin Real Estate Limited does not have any Subsidiary, Joint Venture and Associate. As a
result, this risk factor is not applicable for the Company.
d. Significant revenue generated from limited number of customers, losing any one or more of which
would have a material adverse effect on the issuer.
Shamsul Alamin Real Estate Limited has been concentrating in Real Estate business and it has not
limited customers from whom it generates significant amount of revenue, it is almost free from this sort
of risk. However last year Walton Group solely bought one of its entire project Alamin City but this is
not a regular scenario.
e. Dependency on a single or few suppliers of raw materials, failure of which may affect production
adversely.
SAREL is operating real estate business where suppliers play an insignificant role. SAREL is not
dependent on a single or few suppliers and many suppliers of raw materials helps to get competitive
advantage of cheaper price of raw materials. Since, it helps to bargain on price with suppliers, having
many supplier helps to maintain doing business operations efficiently.
110
f. More than 20% revenue of the issuer comes from sister concern or associate or subsidiary
Shamsul Alamin Real Estate Limited has no associate or subsidiary. As a result, this risk is not applicable
for the Company.
g. Negative earnings, negative cash flows from operating activities, declining turnover or
profitability, during last five years, if any.
In the years ended June 2012 & June 2013 operating cash flow of the company was negative but earnings of the
company was always positive. Last five years turnover of the company was not stable. In June 2013 turnover of
the company declined but it turned back in June 2014. In June 2015 again started to decline and continued till June
2016 mainly due to political unrest, scarcity of utility connection, funding problem and lack of public
interest as well as.
h. Loss making associate/subsidiary/group companies of the issuer
The Company does not have any associate/subsidiary/group company. Thats why this risk is immaterial for SAREL.
i. Financial weakness and poor performance of the Company or any of its subsidiary or associates
SAREL has no subsidiary or associate concern. Besides, SAREL is a highly competent, resourceful, and profitable
company. The Companys net profit after tax and other business performance indicators show satisfactory due to
the management dedication and suitable strategic action to face competition in the industry except Net profit for
the year ended June 2015. In the year 2015 the company revalued its Investment property and as a consequence
profitability decreased by Tk. 63,435,802. Otherwise compared to turnover the profitability was always
satisfactory.
j. Decline in value of any investment

SAREL does not have any investment in ordinary shares of any listed company.
k. Risk associated with useful economic life of plant and machinery, if purchased in second hand or
reconditioned.
Shamsul Alamin Real Estate Limited is concentrating in real estate sector where plant and machinery is
not significant. Therefore, this risk is immaterial for SAREL.
l. Adverse effect on future cash flow if interest free loan given to related party or such loans taken
from directors may recall.
SAREL did not provide any loan to its related party. As such, this risk is not applicable.
m. Potential conflict of interest, if the sponsors or directors of the issuer are involved with one or
more ventures which are in the same line of activity or business as that of the Company and if any
supplier of raw materials or major customer is related to the same sponsors or directors
Directors of SAREL are not engaged with the similar business except engagement of Mr.Jahangir Alamin,
Chairman with Paramount Properties Limited. He is a Board member and not involved in the management of
Paramount Properties Limited . We have no transaction with this company so it will not create any conflict
111
with Paramount Properties Limited. On the other hand, no supplier of raw materials or major customer is
related to the same sponsors or directors. So, such a risk is not relevant to SAREL.
n. Related party transactions entered into by the Company those may adversely affect competitive
edge
SAREL did not engage in any such transaction with related parties, which may adversely affect
competitive edge.
o. Any restrictive covenants in any shareholders' agreement, sponsors agreement or any agreement
for debt or preference shares or any restrictive covenants of banks in respect of the loan/ credit
limit and other banking facilities
There are no restrictive covenants in any shareholders agreement, sponsors agreement or any
agreement relating to debt or preference shares or any restrictive covenants of Banks in respect of loan
or credit limit and other banking facilities.
p. Business operations may be adversely affected by strikes, work stoppages or increase in wage
demands by employees
Shamsul Alamin Real Estate Limited is one of the leading real estate companies in Bangladesh and always
prioritize its human resources, as its success immensely depends upon performance of the patrons. With the
view to go forward by retaining the resource, SAREL always offers inspiring propositions along with a good
working environment. Considering the facts, it is apparent that risk of strikes, work stoppages or increase in
wage/salary demands by employees is very remote for SAREL. Moreover SAREL has an understanding with
third parties who supply workers for construction purpose. This also reduces the risk of strikes, work
stoppages or increase in wage demands by employees.
q. Seasonality of the business
There is no direct seasonal implication in the products of the company. However, during the rainy
season, the business of the company is slightly hampered due to low level of construction.
r. Expiry of any revenue-generating contract that may adversely affect the business
SAREL has no long-term revenue-generating contract with any customer. So, there is no chance to affect
the business adversely on this ground.
s. Excessive dependence on debt financing which may adversely affect the cash flow
The management of SAREL is fully aware about the risk and always tried to maintain a low amount of
debt throughout the year. The Companys current Debt- Equity ratio is around 12% as on 31 December
2016. Moreover the company will pay off their partial/full loan after getting IPO fund.
t. Excessive dependence on any key management personnel, absence of whom may have adverse
effect on the Companys business performance
SAREL has been running its business over a long time with name and fame. It is a structured Company. It
practices strong human resources management and corporate governance principles. Succession
planning is always in our mind and Company is running very professionally. As such, there is very little
112
possibility of adversely affecting the business due to excessive dependence on key management
personnel.
u. Enforcement of contingent liabilities which may adversely affect financial condition
A contingent liability is where there is significant uncertainty about a number of aspects regarding the
liability. A contingent liability arises where an event that occurred in the past may lead to the entity
having a liability in the future, but the financial impact of the event will only be confirmed by the
outcome of some future event not wholly within the entitys control.
The company has a dispute with tax authority regarding the settlement of tax for the Assessment Year 2011-12.
For this reason a contingent liability was created in the financial statements of 31 December 2016 for an amount
of Tk. 84,868,903. The company filed an application ref no.617 of 2015 to the Honorable Supreme Court of
Bangladesh (High Court Division) for relief of the tax. If the company fails to get relief permission from Honorable
High Court, the payment will be made through adjusting the amount from the retained earnings.
v. Insurance coverage not adequately protect against certain risks of damages

SAREL is maintaining different insurance coverage that is risky to operating the business.
w. Absence of assurance that directors will continue its engagement with Company after expiry of
lock in period
All the directors of the Company has given their consent that they will serve the Company. The directors are also
involved with SAREL for long time and by observing their previous track record we may expect that they will
continue the business after expiry of lock in period. Furthermore, directors of the company are believed to
maintain legacy, as their father was the founder of the company and they have psychological relationship with this
company.
x. Ability to pay any dividends in future will depend upon future earnings, financial condition, cash
flows, working capital requirements and capital expenditure
Though the Companys net profit after Tax and other business performance indicators show decreasing trend
during last two years but it has projected growing profit due to new large projects in the pipeline. Furthermore,
the company has accumulated huge retained earnings by not distributing the profit since its inception that will
help the Company to maintain desired dividend payments to the shareholders. As at 31 December 2016
st
Companys retained earnings stood at Tk. 1,187,593,364
It may be noted that last 2-3 years overall real estate sector was facing different problems for which no new
project was taken by the company and thats why turnover was negative. Recently the situation turned back and
the company is confident enough to pay dividends in future under regular basis as their cash flow is strong and
their bank liability position is very low.
y. History of non-operation, if any and short operational history of the issuer and lack of adequate
background and experience of the sponsors
Shamsul Alamin Real Estate Limited started its commercial operation from October 3, 2003. Since commencement
of its operation, it has no history of non-operation till now. The company is running by a professional team and its
sponsors have adequate business background and experience, which reduced the non-operating risk.
z. Risks related to engagement in new type of business, if any

113
Presently, SAREL has no plan to engage in new type of business.
aa. Risk in investing in the securities being offered with comparison to other available investment
options
Investment in share market is risky but it is not true for investment in shares of companies which fundamentals
are strong. It also depends on the sector in which the Company belongs to. If investors make investment in good
company and better sector, there is a possibility to earn higher dividend as well as capital gain. As far as the
financial performances are concerned, SAREL is fundamentally strong Company.
bb. Any penalty or action taken by any regulatory authorities for non-compliance with provisions of
any law
No penalty or action has been taken by any regulatory authorities for non-compliance with provisions of any law
by the Company;
cc. Litigations against the issuer for Tax and VAT related matters and other government claims, along
with the disclosures of amount, period for which such demands or claims are outstanding,
financial implications and the status of the case
The company has a dispute with tax authority regarding the settlement of tax for the Assessment Year 2011-2012.
For this reason contingent liability was created for an amount of Tk. 84,868,903. The company filed an application
ref no.617 of 2015 to the Honorable Supreme Court of Bangladesh (High Court Division) for relief the tax. If the
company fails to get relief from Honorable High Court, they will adjust the amount against the retained earnings.
dd. Registered office or factory building or place of operation is not owned by the issuer
The registered office is entirely owned by SAREL. Hence, this risk is not applicable for the Company.
ee. Lack of renewal of existing regulatory permissions/licenses
A dedicated team of professional supervises renewal processes of all the regulatory permission/
licenses. So, risk with regard to lack of renewal of existing regulatory permissions/licenses is very
remote.
ff. Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the
Company or any of its subsidiaries or associates
SAREL has no listed securities or of any of its subsidiaries or associates. Hence, this risk is not applicable
for SAREL.
gg. Issuances of securities at lower than the IPO offer price within one year
SAREL did not issue any securities within one year of IPO.
Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or
associates at any time by the Commission
hh. Management Perception
SAREL has no subsidiary or associates. No refusal of application for public issue of any securities of the
SAREL was experienced. Earlier the prospectus for IPO was submitted to BSEC but due to introduction of
new law for Public Issues, the issue was withdrawn by the company.
114
EXTERNAL RISK FACTORS
a. Interest Rate Risk
Interest rate risk is borne by interest bearing assets of an organization. Changes in the Governments
monetary policy along with increased demand for loans/investments tend to raise interest rates. Such
rises in interest rates mostly affect companies having floating rate loans or companies investing in long
term debt securities.
Management Perception:
The management of SAREL is aware of the interest rates at which the debts of the company are being
financed. Management intends to keep minimum finance from borrowed funds to reduce such interest
risk.
b. Exchange Rate Risk
A business involved in overseas transactions may face a potential loss arising from fluctuation of foreign
currency rates. In a case where the business sells its products outside of the country those losses may
be aggravated due to consistently downward trends of Bangladesh Taka against other foreign
currencies.
Price of the Apartments of SAREL is considered to be payable only in Bangladeshi currency. All the
transaction are settled in Bangladeshi currency and hence there is no risk of exchange rate.
c. Industry Risks
Real Estate business, especially apartment projects started to flourish and showed vigorous growth in
the Dhaka City from 1980s. Now, more than 900 real estate and land development companies are
operating their business. However, Real Estate sector is experiencing slow growth due to high interest
rate, unavailability of gas and electric connection that made the market competitive and challenging.
The Management of SAREL conducts Research and Development (R&D) to target the different income
group clients. The Company has established the brand name in the Real Estate business with its quality
and customer services. Therefore the Company built apartments in the prime location of the city with a
reasonable price. However, there are still threats of new entrants those are contemplating to enter into
real estate business against the back drop of increasing demand for flat of different size. Entrance of
new companies is making market competitive for existing players and hence creating market risk.
d. Economic and political risks
Bangladesh is prone to serious political unrest that results in Hartal, Road-Block and many other barriers
to the business. This could also propel the cost of the product upwards.
Although the country has passed a political turmoil until 2015, a sound political atmosphere is now
prevailing which is expected to continue in future. Both the ruling and opposition parties are committed
to the betterment of the country.
e. Market Risks and Technology Related Risks
Market Risks
Market risk refers to the risk of adverse market conditions affecting the sales and profitability of the company.
Mostly, the risk arises from falling demand that would affect the performance of the company..
Management is fully aware of this market risk and has planned to act accordingly. On the other hand, strong
marketing and brand management would help the company to increase their customer base.
115
Technology Related Risks
Technology risk stems from the contemporary changes in the technology that makes the existing technology
obsolete or reduces its cost efficiency compared to that of the competitors. New entrants may come forward with
a more sophisticated technology that can give a threat to the cost efficiency of the company.
The key to secure market share in construction of apartments, commercial and shopping mall complex is by
satisfying the needs of the customers. SAREL utilizes its Market Research Team that is continuously working for in-
depth understanding of the customer needs and preferences and accordingly arranging its product range.
f. Potential or Existing Government Regulations

The Company operates under the Companies Act, 1994, Real Estate Development and Management Act, 2010;
Dhaka Metropolitan Construction Rules, 2006; Income Tax Ordinance 1984, Customs Act, 1969, Value Added Tax
(VAT) Act 1991 and rules, regulations and notifications made under these laws. Any unexpected changes of the
policies made by the regulatory authorities may adversely affect the business of the Company. SAREL operates in a
highly regulated market with registration, plan approvals and inspections required by RAJUK periodically.
SAREL is the one of the leading real estate developers of the country. The company is doing business following all
laws, rules and regulations. Changes in regulatory framework will bring changed strategies of doing business by
the dynamic management of the Company.
g. Pprojects Hand- over risk
mobilization of fund, delay in project start because of shortage of fund, delay in getting utility
connection etc. Such delay in apartment handover may create apartment handover risk to the company
and thus cause financial penalty to real estate firm. Considering this SAREL is exposed to such risk.
Last few years country faced several problems in real estate sector. This is due to political unrest, crisis
in utility connection, funding as well as decrease in public interest this sector resulting in delayed project
handover. Recently industry overcome this situation and last 2 years the company completed 3 projects
and successfully handed over the projects to the clients. The company has plan to complete its 5/6
projects within one or two years by using IPO fund and accordingly for hand over to the clients.
h. Potential or Existing Changes in Global or National Policies

The performance of the Company may be affected due to unavoidable circumstances both in Bangladesh and
worldwide, such as war, terrorism, political unrest in the country or customers countries. Changes in global or
national policies may also adversely affect the economy in general.
Management is optimistic about growth opportunities in Bangladesh. They believe they can target an untapped
market of customers who are seeking quality service, reliability and timeliness with their management team.
However, risk related to changes in global and national policies is beyond the control of the company. The
management of the company promptly reacts to these kinds of threats to business and is always ready to adopt
new policies and preventive measures as and when required to minimize the risks. Most importantly, adequate
risks are covered under insurance to compensate for all types of potential damage.
i. Statutory clearances and approvals which are yet to be received by the issuer
The company always take different types of clearance and approvals starting work in any project .i.e
Approval for RAJUK, Environment License, DESA/DESCO, Bangladesh Civil Aviation Authority, Dhaka City
Corporation, Fire Service & Civil Defense Authority, WASA, TITAS, Dhaka Metropolitan Police.
116
j. Competitive condition of the business
Residence is one of the basic needs of human beings. The right to live in ones own is a fundamental
right of the people and it is internationally recognized. The demand of housing in urban areas in
developing countries like Bangladesh is dramatically increasing due to natural increase and its fast
growth rate. Rural people are migrating not only to find jobs but many wealthy people are moving to
urban cities like Dhaka, Chittagong for the fulfillment of their expectations for betterment of their future
generation and for enjoying the modern facilities of the city life.
As per REHAB information presently 1073 companies are operating in real estate sector. Out of which
only a few numbers of organizations are doing fine maintaining name and fame. SAREL is one of them.
Last 14 years the company successfully completed 12 projects and handed them over to the clients
despite facing difficulties like political and legal problems. The company is in the process to take some
mega projects those will help the company to take competitive position in this sector.
k. Complementary and supplementary products/services which may have an impact on business of

the issuer;
Management perception
The company has not faced any challenges relating to supplementary and complementary products and
Management are concerned with the issue. In future, if necessary, management may diversify the
product to be competitive over the competitors.
l. No new project
No new project was signed after June 2015. It may be treated as a question of sustainability of the
company.
Last few years countrys Real Estate was facing several problems i.e. political unrest, scarcity of utility
connection, funding problems as well as low public interest. The drawbacks are fading day by day due to
regaining public interest in the sector and political and economic stability as well.
117
DESCRIPTION OF THE ISSUE SECTION:XXI
(a) Issue Size

Public Offering of [] Ordinary Shares of Tk.10.00 each at an issue price of Tk. [] per share including a premium of
Tk. [] per share totaling Tk. 800,000,000/-
(j) Number of securities to be issued
Public Offering of [] Ordinary Shares
(ii) Authorized capital and paid-up capital
Authorized Capital 100,000,000 1,000,000,000
Paid-up Capital (as on December 31, 2016) 35,000,000 350,000,000
Pre-IPO Paid-up Capital 35,000,000 350,000,000
Capital to be issued through IPO under Book Building Method [] []
Post-IPO Paid-up Capital [] []
(iii) Face value, Premium and offer price per unit of securities
Face value per share Tk. 10 each
Offer Price per share to Eligible Investors (EIs) Tk. [] with a premium of Tk. []
Offer Price per share to General Public Tk. [] with a premium of Tk. []
(iv) Number of securities to be entitled for each category of applicants

Issue Price Amount
Category Particulars No. of Shares
per share in BDT
10% of IPO i.e. [] Ordinary Shares shall be reserved for
Eligible [] []
Mutual Funds
Investors []
(EIs) [] []
Other Eligible Investors (EIs)
[] []
General Non Resident Bangladeshis (NRBs)
[]
Public 30% of IPO i.e. [] Ordinary Shares shall be reserved for
[] []
and General Public
Total [] [] []
(v) Holding Structure of Different Classes of Securities Before and After the Issue
No. of Ordinary Shares Hold Percentage of Holding (%)

Shareholders Category Pre-IPO Post-IPO Pre-IPO Post-IPO
Sponsors and Directors 22,092,000 [] 71.03 []
Institutional 3,298,000 [] 9.42 []
Mutual Fund - [] - []
Individual 9,610,000 [] 19.54 []
[] []
Non Resident Bangladeshis (NRBs) - -
(vi) Objective of the issue including financing requirements and feasibility in respect of enhanced
paid-up capital:
Net proceeds from Initial Public Offering (IPO) will be used for construction cost for ongoing projects, repayment
of bank loan and IPO expenses.
118
USE OF PROCEEDS SECTION:XXII
(a) Use of Proceeds of the offer indicating the amount to be used for each purpose with
head-wise break-up;
Shamsul Alamin Real Estate Limited Plans to raise BDT 800 million through Public offering. Net Proceeds from
initial public offering (IPO) will be used for construction cost for ongoing projects and repayment of bank loan
to boost the profitability, cash flows and solvency. The proceeds of the IPO in Following manner.
Particulars Amount (BDT)
Loan Repayment
Full repayment of Loan from Dhaka Bank LTD as on 31 December,2016 199,756,509
(Annexure A)
Construction cost for Ongoing projects (Annexure B) 576,619,188
IPO Expense (Balance amount) 23,624,304
TOTAL 800,000,000
Details of Bank Loan & construction cost for ongoing projects shown in below:
Annexure A
Details of Loan Payment
Particulars Name of Bank Branch Name Amount (BDT)

Islami Banking Branch, Modhumita
Short Term Loan Dhaka Bank Ltd.
Cinema Hall, Dhaka 199,756,509
Total 199,756,509
Collateral against loan:

Registered mortgage of 22,351 sft. floor space (Commercial) 3rd floor to 6th floor located at
"Alamin Center", 25/A Dilkusha C/A, P.S Motijheel, Dhaka.
Annexure B
Construction Cost for Ongoing projects

Alamin
Alamin Alamin Alamin Metro Alamin
Particulars Ajmal Alamin ICON CENTRE
GRACE Angur Centre TONMOY
FELICITA
Plot-8E/A,/B, Plot- House -01,

11, Bakshi Mirpur, 03,Road-2, 293 &295 57/2,Progoti Road-08,
Location
Bazar, Dhaka Mazar Road, Gulshan, Fakirapool, Dhaka Sharani,Baridhara, Dhaka Block-K,
Dhaka Dhaka Baridhara
Status Residential Residential Residential Commercial Commercial Residential
Rajuk
Approval 16.04.2013 04.04.2013 5.03.2014 24.09.2014 08.07.2012 15.04.2012
Date
Construction
01.05.2013 01.06.2013 01.06.2015 01.06.2015 01.04.2012 15.05.2012
Starting Date
Building Area
47,081 32,595 107,588 114,184 88,232 39,249
(Sft.)
Percentage of
Completion 45.55 12.25 12.12 5.20 39.69 37.16
work
119
Estimated
147,595,168 92,268,713 586,827,675 453,705,512 286,533,566 273,679,302
Cost
Total Expense
up to 31
67,233,801 11,303,080 71,133,213 23,600,272 113,721,778 101,692,817
December
2016
Balance
requirement
as per 80,361,367 80,965,633 515,694,462 430,105,240 172,811,788 171,986,485
estimated
cost
Utilization
from IPO
fund
(Schedule-1
47,017,939 72,820,500 67,681,884 88,075,800 133,918,247 167,104,819
as per
detailed
working
schedule)
Balance
amount
(From 33,343,428 8,145,133 448,012,578 342,029,440 38,893,541 4,881,666
Revenue
Stream)
120
Schedule-1
Project Name :Alamin Metro Centre
Plot #293 & 295
Inner Circular Road, Fakirapool, DHAKA.
Project Construction Cost Up to 3rd Basement beam bottom
Sl
Description of Items Unit Rate Quantity Amount
no
Project Mobilization Work ( Utility
connection, Temporary boundary wall
1 with gate, Office Store, Security shade - - - 500,000
,labor shade and working plate form
making)
2 Layout work - - - 10,000
3 Shoer Protection Work
a) Pile Work Ratio 1:1.5:3 (Total pile-
-
222nos, Dia 20" and Length 47'-0")
i) RCC Work Cft 350 23,996 8,398,600
ii) MS Rod work (60 grade) Ton 50,000 61 3,050,000
iii) Labor Cost Rft 250 10,434 2,608,500

4
b) Tie beam work -
i) RCC Work including labor cost. Cft 480 2,500 1,200,000
ii) MS Rod work (60 grade) including labor
Ton 55,000 5 275,000
cost
c) Fero cement plaster work -
i) Waremesh fitting including materials Sft 20 20,000 400,000
ii) Plastering work Sft 30 19,000 570,000
Branching work -
A) Material Cost.
i) Section 14"X14" wall thickness 12mm&
20mm- 27 ton and 8"X 16" wall thickness Ton 72,000 85 6,120,000
8mm& 12mm)
5
B) Labour cost -
i) Section 14"X14" wall thickness 12mm&
Rft 850 650 552,500
20mm- 27 ton
ii) 8"X 16" -54 ton wall thickness 8mm&
Rft 700 3,000 2,100,000
12mm
6 Earth Work Cft 7 260,000 1,820,000
7 Sand filling work Cft 21 82,500 1,732,500
Sand filling Leveling and dressing for
8 Sft 7 8,100 56,700
making foundation bed.
9 10" Brick work of foundation Cft 150 4,000 600,000
10 5" Brick work of foundation Sft 85 5,000 425,000
11 CC work Sft 55 8,100 445,500
12 4" Pvc pipe Rft 60 450 27,000
13 Bituminuse felt work Sft 80 25,000 2,000,000
Rcc work for Mat Foundation Concrete
14 Cft 300 40,000 12,000,000
Strength 4500 psi.
121
Rcc work for Column Lift wall, share wall,
15 Retaining Wall and Flat slab, Concrete Cft 450 25,000 11,250,000
Strength 4500 psi.
Rcc work for Flat slab, Concrete Strength
16 Cft 450 14,000 6,300,000
4500 psi.
17 Inside plaster work Sft 40 35,000 1,400,000
18 Plastic paint work Sft 18 35,000 630,000
19 Parking floor casting Sft 55 14,500 797,500
MS Rod Work( Mat-180 Ton, Column and
20 Retaining wall 100 Ton and Flat slab 50 Ton 50,000 380 19,000,000
Ton)
Labor Cost -
a) Mat Foundation Sft 150 8,100 1,215,000
21 b) 1st Basement Sft 170 4,800 816,000
b) 2nd Basement Sft 180 4,800 864,000
b) 3rd Basement Sft 190 4,800 912,000
Total Amount 88,075,800
122
Project Name :Alamin I-Cone centre
Plot #57/2 Progoti Sharani, DHAKA.
Project Construction Cost Upto Finishing work
Sl
no
1 R.C.C WORK cft 500 36,000 18,000,000
2 M.S. Rod work including Labor cost ton 50,000 250 12,500,000
3 5" Brick work sft 85 55,000 4,675,000
4 Inside Plaster work sft 40 241,100 9,644,000
5 Outside Plaster work sft 50 48,500 2,425,000
Internal door frame and Shutter Lock Hing
6 No 11,000 62 682,000
etc.
7 Window Grill sft 110 4,000 440,000
8 4" Aluminum work sft 290 4,000 1,160,000
9 Stair Hand Rail rft 600 600 360,000
10 Fire Stair Railing sft 150 800 120,000
11 MS Stair Railing sft 300 1,500 450,000
12 Parapet Grill sft 150 1,500 225,000
13 S S Garden Railing work rft 450 1,000 450,000
14 Boundary Grill sft 150 2,000 300,000
15 Toilet Wall Tiles work sft 140 8,000 1,120,000
16 Toilet Floor Tiles work sft 150 1,200 180,000
17 General floor Tiles Work sft 200 84,700 16,940,000
18 Stair Tiles Work sft 120 10,000 1,200,000
19 Glass door work sft 1,500 1,500 2,250,000
20 Certain wall Glass Work sft 500 20,000 10,000,000
21 Marble Work sft 800 12,000 9,600,000
22 Pavement tiles sft 120 22,000 2,640,000
23 Plastic Paint work sft 20 290,000 5,800,000
24 Enamel paint work sft 20 7,500 150,000
25 Polishing work sft 40 2,300 92,000
26 Weather coat work sft 25 49,000 1,225,000
27 1.25" Pvc Pipe Rft 9 7,000 59,500
28 1" Pvc Pipe Rft 8 20,000 150,000
29 3/4" Pvc Pipe Rft 7 20,000 130,000
30 Bend, Socket, Curcular Box nos 20 6,000 120,000
31 One Gang MK Box Nos 27 700 18,900
32 Two Gang MK Box 54 200 10,800
33 Three Gang MK Box Nos 81 50 4,050
34 Four Gang MK Box Nos 110 50 5,500
35 Join Box Nos 120 100 12,000
36 1.5 rm cable coil 1,329 400 531,600
37 2.5 rm cable coil 2,114 150 317,100
38 4 rm cable coil 3,276 80 262,080
39 6 rm cable coil 4,875 20 97,500
40 10 rm cable coil 8,018 60 481,080
123
41 1.5 re cable coil 1,283 75 96,225
42 2.5 re cable coil 2,086 40 83,440
43 RG6 cable coil 3,225 5 16,125
44 RG11 cable coil 5,503 1 2,752
45 2 pair Telephone cable coil 1,488 20 29,760
46 20 pair Telephone cable Rft 13,612 1 6,806
47 1 Gang , Switch nos 110 250 27,500
48 2 Gang Switch nos 220 200 44,000
49 3Gang Switch nos 290 50 14,500
50 4Gang Switch nos 450 50 22,500
51 10 A Two pin socket nos 310 100 31,000
52 13 A Three pin socket nos 255 50 12,750
54 10A/16A/20A SP Circuit Breacker nos 325 200 65,000
55 DP switch nos 600 150 90,000
56 63A MCB Cuircuit Breacker nos 13,380 25 334,500
57 40A Magnetic contuctor nos 2,500 25 62,500
58 Ceiling Light Fictures nos 500 80 40,000
59 Garden Light Fictures nos 2,500 10 25,000
60 Main Gate Light nos 2,000 2 4,000
61 4'-0" Tube Light shade nos 600 20 12,000
SDB Box, MDB Box, ICMJB, TMJB Box ETC
62 nos 4,000 40 160,000
63 2.5 Rm Cable Lug nos 3 300 900
64 4 Rm Cable Lug nos 5 150 750
Sanitary Work(Including Materials and
67 Ls 1 4,000,000 4,000,000
labour cost)
68 4" uPVC Pipe Rft 60 5,000 299,300
69 6" uPVC Pipe Rft 110 1,000 110,000
70 4" Long Trap nos 550 100 55,000
71 4"door Bend nos 136 350 47,600
72 4"Plain Bend nos 98 250 24,500
73 3" PPR Pipe Rft 140 200 28,000
74 2" PPR Pipe Rft 103 250 25,750
75 1.5" PPR Pipe Rft 67 250 16,750
76 1" PPR Pipe Rft 35 300 10,611
77 3/4" PPR Pipe Rft 22 2,000 44,640
78 1/2" PPR Pipe Rft 15 2,000 29,800
79 1/2" - 3"PPR Fittings nos 250 4,000 1,000,000
80 Combi closet Nos 9,000 60 540,000
81 Angle stop cock Nos 315 120 37,800
82 Piller Cock Nos 756 60 45,360
83 Bib Cock Nos 672 20 13,440
84 Moving shower Nos 624 60 37,440
85 Basin West Nos 420 60 25,200
86 Twin Bib cock Nos 1,088 60 65,280
87 1.25" Magic Pipe Nos 40 60 2,400
88 Kitchen Sink Nos 3,500 13 45,500
89 Sink cock Nos 800 13 10,400
124
90 18" Connection Pipe Nos 110 120 13,200
91 5" CP Grating Nos 920 200 184,000
92 Push shower Nos 400 60 24,000
93 soap Case Nos 350 120 42,000
94 Paper hplder Nos 160 60 9,600
95 Towel Rail Nos 520 60 31,200
96 Glass shelf Nos 580 60 34,800
97 Mirror Nos 380 60 22,800
98 Thread ap Nos 20 500 10,000
99 3/4" G I PIPE rft 35 3,000 105,000
00 1/2" G I PIPE rft 18 200 18
Front side Steel Structure work Materials
101 Pak. 4,000,000 1 4,000,000
with Fabrication
102 Main Gate sft 500 144 72,000
103 Basement Ventilation work
i) 20 swg box making fitting including
104 sft 175 5,000 875,000
materials
105 iv) Return grill (24"X36") sft 1,150 24 27,600
106 v) Valium control dumper(24"X36") sft 800 144 115,200
107 vi) 24000 cpm exhuast fan No 200,000 2 400,000
108 Lift (UK Origin/Koria) Brand No 3,500,000 1 3,500,000
109 550 KVA Sub-Station No 2,000,000 1 2,000,000
110 250 KVA Generator No 3,500,000 1 3,500,000
111 Gardening work No 200,000 1 200,000
112 Fire Work No 1,500,000 1 1,500,000
113 Boundary work No 1,000,000 1 1,000,000
114 Safety tank No 500,000 1 500,000
115 LCC work sft 250 8,500 2,125,000
116 Common Area ceiling work sft 170 6,000 1,020,000
Project Name :Alamin Tonmoy

House no#1, Road no#8, Block-K Baridhara, DHAKA.
Project Construction Cost Up to Finishing
Sl
no
1 R.C.C WORK cft 500 30,000 15,000,000
2 Fairdale Rcc work cft 800 6,000 4,800,000
3 M.S. Rod & Labor work Ton 50,000 400 20,000,000
4 5"Brick work sft 85 150,000 12,750,000
5 inside Plaster work sft 40 133,000 5,320,000
7 Ctg teak Main door frame and Shutter No 45,000 10 450,000
8 Ctg teak internal door frame and solid
No 35,000 120 4,200,000
Shutter
9 Window Grill sft 110 5,500 605,000
10 Mosquito net work sft 110 5,100 561,000
12 SS Stair Railling sft 800 700 560,000
125
13 SS with temper Glasses Verandah Railing sft 700 2,500 1,750,000
14 SS with temper Glasses Parapet Railing sft 450 5,500 2,475,000
15 Boundary design Grill sft 400 2,000 800,000
16 Darden, Guardroom and Boundary Rustic
sft 400 1,500 600,000
Tiles work
17 Toilet & Kit Wall Tiles work sft 350 16,000 5,600,000
18 General floor Marble Work sft 800 41,000 32,800,000
19 Stair Marble Work sft 900 2,300 2,070,000
20 Kitchen Granite sft 1,200 600 720,000
21 Lift and Reception Marble Work sft 800 4,500 3,600,000
22 Pavement tiles sft 120 11,000 1,320,000
26 Weather coat work sft 25 300,000 7,500,000
27 1.25" Pvc Pipe Rft 9 7,000 59,500
28 1" Pvc Pipe Rft 8 20,000 150,000
29 3/4" Pvc Pipe Rft 7 20,000 130,000
30 Bend, Socket, Circular Box nos 20 6,000 120,000
32 Two Gang MK Box 54 200 10,800
35 Join Box Nos 120 100 12,000
36 1.5 rm cable coil 1,329 400 531,600
37 2.5 rm cable coil 2,114 150 317,100
38 4 rm cable coil 3,276 80 262,080
39 6 rm cable coil 4,875 20 97,500
40 10 rm cable coil 8,018 60 481,080
41 1.5 re cable coil 1,283 75 96,225
42 2.5 re cable coil 2,086 40 83,440
43 RG6 cable coil 3,225 5 16,125
44 RG11 cable coil 5,503 1 2,752
47 1 Gang , Switch nos 110 250 27,500
48 2 Gang Switch nos 220 200 44,000
49 3Gang Switch nos 290 50 14,500
50 4Gang Switch nos 450 50 22,500
55 DP switch nos 600 150 90,000
56 63A MCB Circuit Breacker nos 13,380 25 334,500
62 SDB Box, MDB Box, ICMJB, TMJB Box ETC nos 4,000 40 160,000
126
63 2.5 Rm Cable Lug nos 3 300 900
67 4" uPVC Pipe Rft 60 5,000 299,300
68 6" uPVC Pipe Rft 110 1,000 110,000
69 12.5" PVC pipe Rft 9 -
70 4" Long Trap nos 550 100 55,000
71 4"door Bend nos 136 350 47,600
72 4"Plain Bend nos 98 250 24,500
73 3" PPR Pipe Rft 140 200 28,000
74 2" PPR Pipe Rft 103 250 25,750
75 1.5" PPR Pipe Rft 67 250 16,750
76 1" PPR Pipe Rft 35 300 10,611
77 3/4" PPR Pipe Rft 22 2,000 44,640
78 1/2" PPR Pipe Rft 15 2,000 29,800
79 1/2" - 3"PPR Fittings nos 250 4,000 1,000,000
80 Shower Mixture( European Brand) nos 15,000 32 480,000
81 Concealed Stop Cock( European Brand) nos 4,500 16 72,000
82 Bath Tab Mixture( European Brand) nos 9,000 16 144,000
83 Basin Mixture( European Brand) nos 18,000 32 576,000
84 Sink Mixture( European Brand) nos 10,000 8 80,000
85 Combi closet(Cotto Brand) nos 30,000 40 1,200,000
86 PVC Lowdown nos 1,200 10 12,000
87 Long pan nos 1,500 14 21,000
88 Angle Stop Cock Nos 2,500 120 300,000
89 Twin Bib Cock Nos 3,500 40 140,000
90 Jacuzzi Nos 120,000 8 960,000
91 Ariston Brand Bath tab Nos 9,000 8 72,000
92 Push Shower Nos 500 50 25,000
93 Soap Case Nos 800 120 96,000
94 Paper Holder Nos 750 50 37,500
95 Towel Rail Nos 900 50 45,000
96 Glass shelf Nos 580 60 34,800
97 Basin Mirror Nos 1,000 35 35,000
98 Piller Cock Nos 756 60 45,360
99 Bib Cock Nos 3,000 35 105,000
100 Moving shower Nos 2,250 45 101,250
101 Basin West Nos 800 35 28,000
102 1.25" Magic Pipe Nos 40 60 2,400
103 Kitchen Counter Top Sink Nos 7,500 8 60,000
105 5" CP Grating Nos 920 200 184,000
106 Thread ap Nos 20 500 10,000
107 3/4" G I PIPE rft 35 3,000 105,000
108 1/2" G I PIPE rft 18 200 3,600
109 Inspection Pit Nos 2,500 20 50,000
110 Plumbing work Labor Cost Toilet 5,000 45 225,000
111 Sewage Line work (Labor Cost) rft 40 600 24,000
112 Gas line Work (Labor Cost) Kit 2,500 9 22,500
113 SS Pipe front design work LS 1,000,000 1 1,000,000
127
114 Main Gate sft 800 128 102,400
115 Basement Ventilation work -
116 i) 20 swg box making fitting including
sft 175 5,000 875,000
materials
117 iv) Return grill (24"X36") sft 1,150 24 27,600
118 v) Volium control dumper(24"X36") sft 800 144 115,200
119 vi) 24000 cpm exhaust fan No 200,000 2 400,000
120 Lift (UK Origin/Koria) No 2 350,000 700,000
121 200 KVA Sub-Station No 1 1,000,000 1,000,000
122 50 KVA Generator No 1 1,000,000 1,000,000
123 All floor and Rooftop Gardening work with
No 1 2,000,000 2,000,000
water proofing treatment.
124 Fire Work No 1 1,300,000 1,300,000
125 All floor CC TV, Wi-Fi and Video intercom
LS 1 1,500,000 1,500,000
system.
126 Central water purifier system no 1,000,000 1 1,000,000
127 Equipped gymnasium facilities cost LS 1 500,000 500,000
128 Safety Tank no 1 400,000 400,000
129 Boundary civil work no 1 500,000 500,000
130 Rooftop LCC and Roof payment work sft 400 4,500 1,800,000
131 Common Area Ceiling Work sft 170 2,000 340,000
Project Name: Alamin Azmal Felicita

P# 8E/A-8E/B, Mazar Road, Mirpur, Dhaka
Project Construction Cost Upto Structure
Sl
no
1 R.C.C WORK cft 500 60,000 30,000,000
3 M.S. Rod Ton 50,000 500 25,000,000
4 5"Brick work sft 85 65,000 5,525,000
5 inside Plaster work sft 30 110,000 3,300,000
7 Main door frame and Shutter No 25,000 40 1,000,000
8 Internal door frame and Shutter No 11,000 220 2,420,000
9 Window Grill sft 110 5,000 550,000
10 Mosquito net work sft 110 2,750 302,500
13 MS Stair Railing sft 300 700 210,000
14 Parapet Grill sft 150 500 75,000
128
Project Name :Alamin Grace
Plot #11 Baksibazar Road Lalbagh, DHAKA.
Project Construction Cost Upto Finishing
Sl Description of Items
no Unit Rate Quantity Amount
1 R.C.C WORK cft 500 3,500 1,750,000
2 M.S. Rod Ton 50,000 100 5,000,000
3 5"Brick work sft 85 3,000 255,000
4 Brick Flate Soling sft 45 6,000 270,000
5 inside Plaster work sft 40 20,000 800,000
7 Main door Shutter and Lock with
No 25,000 32 800,000
accessories
8 Internal door Shutter and Lock No 6,000 200 1,200,000
9 Window Grill sft 110 500 55,000
11 Mosquito Net sft 110 2,750 302,500
13 MS Stair Railing sft 150 540 81,000
14 Boundary Grill sft 150 500 75,000
15 Toilet Wall Tiles work sft 120 18,000 2,160,000
16 Toilet Floor Tiles work sft 150 5,000 750,000
17 General floor Tiles Work sft 140 27,500 3,850,000
18 Stair Tiles Work sft 120 1,200 144,000
19 Lift Wall Tiles work sft 180 1,100 198,000
20 Lift Lobby Floor Tiles work sft 180 1,500 270,000
21 Kitchen worktop and Cab. basin sft 200 1,200 240,000
22 Marble Work sft 800 500 400,000
23 Pavement tiles sft 120 4,000 480,000
27 Weather coat work sft 25 30,000 750,000
29 1.25" Pvc Pipe Rft 9 500 4,250
30 1" Pvc Pipe Rft 8 500 3,750
31 3/4" Pvc Pipe Rft 7 2,000 13,000
32 Bend, Socket, Curcular Box nos 20 200 4,000
34 Two Gang MK Box Nos 54 40 2,160
37 Join Box Nos 120 100 12,000
38 1.5 rm cable coil 1,329 300 398,700
39 2.5 rm cable coil 2,114 140 295,960
40 4 rm cable coil 3,276 80 262,080
41 6 rm cable coil 4,875 20 97,500
42 10 rm cable coil 8,018 60 481,080
43 1.5 re cable coil 1,283 75 96,225
129
44 2.5 re cable coil 2,086 40 83,440
45 RG6 cable coil 3,225 32 103,200
46 RG11 cable coil 5,503 1 2,752
49 1 Gang , Switch nos 110 250 27,500
50 2 Gang Switch nos 220 200 44,000
51 3Gang Switch nos 290 50 14,500
52 4Gang Switch nos 450 50 22,500
57 DP switch nos 600 150 90,000
58 63A MCB Circuit Breacker nos 13,380 25 334,500
64 SDB Box, MDB Box, ICMJB, TMJB Box ETC nos 4,000 40 160,000
65 2.5 Rm Cable Lug nos 3 300 900
70 4" uPVC Pipe Rft 60 5,000 299,300
71 6" uPVC Pipe Rft 110 1,000 110,000
72 4" Long Trap nos 550 100 55,000
73 4"door Bend nos 136 350 47,600
74 4"Plain Bend nos 98 250 24,500
75 3" PPR Pipe Rft 140 200 28,000
76 2" PPR Pipe Rft 103 250 25,750
77 1.5" PPR Pipe Rft 67 250 16,750
78 1" PPR Pipe Rft 35 300 10,611
79 3/4" PPR Pipe Rft 22 2,000 44,640
80 1/2" PPR Pipe Rft 15 2,000 29,800
81 1/2" - 3"PPR Fittings nos 250 4,000 1,000,000
82 4" uPVC Pipe Rft 60 5,000 299,300
83 6" uPVC Pipe Rft 110 1,000 110,000
84 1.25" PVC pipe Rft 9 1,200 10,200
85 4" Long Trap nos 550 100 55,000
86 4"door Bend nos 136 350 47,600
87 4"Plain Bend nos 98 250 24,500
88 3" PPR Pipe Rft 140 200 28,000
89 2" PPR Pipe Rft 103 250 25,750
90 1.5" PPR Pipe Rft 67 250 16,750
91 1" PPR Pipe Rft 35 300 10,611
92 3/4" PPR Pipe Rft 22 2,000 44,640
93 1/2" PPR Pipe Rft 15 2,000 29,800
94 1/2" - 3"PPR Fittings nos 250 4,000 1,000,000
95 Shower Mixture nos 3,500 32 112,000
130
96 Concealed Stop Cock nos 760 165 125,400
97 Bath Tab Mixture nos 2,840 32 90,880
98 Basin Mixture nos 1,880 32 60,160
99 Sink Mixture nos 1,936 32 61,952
100 Combi close nos 8,000 81 648,000
101 PVC Lowdown nos 1,200 1 1,200
102 Long pan nos 1,500 1 1,500
103 Angle Stop Cock Nos 315 130 40,950
104 Twin Bib Cock Nos 1,088 81 88,128
105 Push Shower Nos 400 81 32,400
106 Soap Case Nos 350 80 28,000
107 Paper Holder Nos 180 81 14,580
108 Towel Rail Nos 520 81 42,120
109 Glass shelf Nos 580 81 46,980
110 Basin Mirror Nos 380 81 30,780
111 Piller Cock Nos 756 100 75,600
112 Bib Cock Nos 672 150 100,800
113 Moving shower Nos 624 81 50,544
114 Basin West Nos 420 81 34,020
115 1.25" Magic Pipe Nos 40 60 2,400
116 Kitchen Counter Bottom Sink Nos 2,450 8 19,600
118 5" CP Grating Nos 920 200 184,000
119 Thread ap Nos 20 500 10,000
120 3/4" G I PIPE rft 35 3,000 105,000
121 1/2" G I PIPE rft 18 200 3,600
122 Inspection Pit Nos 2,500 20 50,000
123 Plumbing work Labor Cost Toilet 5,000 45 225,000
124 Sewage Line work (Labor Cost) rft 40 600 24,000
125 Gas line Work(Labor Cost) Kit 2,500 9 22,500
126 Main Gate sft 500 144 72,000
127 Lift No 2 2,000,000 4,000,000
128 500 KVA Sub-Station No 1 1,500,000 1,500,000
129 80 KVA Generator No 1 1,000,000 1,000,000
130 Gardening work No 1 100,000 100,000
131 Car parking shade work LS 350 1,200 420,000
132 Rooftop Void Shade sft 350 500 175,000
133 LCC work sft 250 4,500 1,125,000
134 Common Area ceiling work sft 170 500 85,000
135 Garden and Front side Rustic work sft 350 500 175,000
131
Project Name :Alamin Angur
Plot-03,Road-2, Gulshan, Dhaka
Project Construction Cost Up to 1st Basement
Sl
no
Project Mobilization Work( Utility
connection, Temporary boundary wall
1 with gate, Office Store, Security shade - - - 500,000
,labor shade and working plate form
making)
2 Layout work No 10,000 - 10,000
Shoer Protection Work -
a) Pile Work Ratio 1:1.5:3 (Total pile-
222nos, Dia 20" and Length 47'-0")
i) RCC Work Cft 350 5,355 1,874,184
ii) MS Rod work (60 grade) Ton 50,000 61 3,050,000
iii) Labor Cost Rft 250 10,434 2,608,500
3 b) Tie beam work -
i) RCC Work including labor cost. Cft 480 2,500 1,200,000
ii) MS Rod work (60 grade) including
Ton 55,000 5 275,000
labor cost
c) Fero cement plaster work -
i) Waremesh fitting including materials Sft 20 20,000 400,000
ii) Plastering work Sft 30 19,000 570,000
Branching work -
A) Material Cost.
i) Section 14"X14" wall thickness
Ton 92,000 300 27,600,000
12mm& 20mm- 27 ton and 8"X 16"
wall thickness 8mm& 12mm)
4
B) Labor cost -
i) Section 14"X14" wall thickness
Rft 300 650 195,000
12mm& 20mm- 27 ton
ii) 8"X 16" -54 ton wall thickness
Rft 250 3,000 750,000
8mm& 12mm
5 Earth Work Cft 7 260,000 1,820,000
6 Sand filling work Cft 21 82,500 1,732,500
Sand filling Leveling and dressing for
7 Sft 7 8,100 56,700
making foundation bed .
8 10" Brick work of foundation Cft 150 4,000 600,000
9 5" Brick work of foundation Sft 85 5,000 425,000
10 CC work Sft 55 8,100 445,500
11 4" Pvc pipe Rft 60 450 27,000
12 Bituminuse felt work Sft 80 25,000 2,000,000
Rcc work for Mat Foundation Concrete
13 Cft 300 6,000 1,800,000
Strength 4500 psi.
132
Rcc work for Column Lift wall, share
14 wall, Retainig Wall and Flat slab, Cft 150 35,000 5,250,000
Concrete Strength 4500 psi.
Rcc work for Flat slab, Concrete
15 Cft 150 14,000 2,100,000
Strength 4500 psi.
16 Inside plaster work Sft 40 35,000 1,400,000
17 Plastic paint work Sft 18 35,000 630,000
18 Parking floor casting Sft 55 14,500 797,500
MS Rod Work( Mat-180 Ton, Column
19 and Retaining wall 100 Ton and Flat Ton 50,000 150 7,500,000
slab 50 Ton)
20 Labor Cost -
21 a) Mat Foundation Sft 150 8,100 1,215,000
22 b) 1st Basement Sft 170 5,000 850,000
Sd/- Sd/-
Alamgir Shamsul Alamin Bikash Chandra Saha
Managing Director Chief Financial Officer
(b) Where the sponsors contribution or privately placed fund has been brought prior to the
public issue and has been already deployed by the issuer, indication of use of such funds in the in the
cash flow statements;
SAREL does not have any privately placed fund prior to the public issue.
(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any
acquisition details of the form of investment, nature of benefit expected to accure to the issue as a
result of the investment, brief description of business and financials as such venture;
The Company has no objects to investment in such type of ventures by using Use of IPO proceeds.
(d) If IPO proceeds not sufficient to complete the project, then source of additional fund must be
mentioned. In this connection, copies of contract to meet the additional funds are required to be
submitted to the commission. The means and source of financing, including details of bridge loan or
other financial arrangement, which may be repaid from the proceeds of the issue along with
utilization of such funds;
Estimated cost for construction of six ongoing projects stands at BDT 1,840.61 million of which BDT
1263.99 million will be channeled from the revenue stream while BDT 576.62 million will be used from
proceeds of IPO.
(e) A schedule mentioning the stages of implementation an utilization of fund received through
public offer in a tabular form, progress made so far, giving details of land acquisition, civil
works, installation of plant and machinery, the approximate date of completion of the project
133
and the projected date of full commercial operation etc. The schedule shall be signed by the
Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf
of Board of Directors of the issue;
Implementation schedule
Particulars Progress Status Approximate date of Projected date of

completion of project commercial operation
Loan Repayment: Within one month after receiving IPO fund. N/A
Construction cost for After receiving the IPO Within twelve months
Ongoing projects fund after receiving IPO
fund.
IPO Expense Time to time, As and when required
Sd/- Sd/- Sd/-

Alamgir Shamsul Alamin Bikash Chandra Saha Jahangir Alamin
Managing Director Chief Financial Officer Chairman (on behalf of Board)
(f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale
of securities are to be used, such as contracts for the purchase of land or contracts for the
construction of buildings, the issuer shall disclose the terms of such contracts , and copies of
the contracts shall be enclosed as annexure to the prospectus;
As per Annexure-E(B)(21)(f) of the Bangladesh Securities and Exchange Commission (Public Issue)
Rules, 2015 there is no contract covering any of the activities of the issuer Company for which the
proceeds of sale of securities from IPO is to be used.
(g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis
of estimation of working capital requirement along with the relevant assumption, reason for
raising additional working capital substantiating the same with relevant facts and figures and
also the reasons for financing short with long term investments and an item wise break-up of
last three years working capital and next two years projection;
The company is not going to utilize the IPO proceeds in working capital.
(h) Where the issuer proposes to undertake one or more activities like diversification,
modernization, expansion, etc., the total project cost activity-wise or project-wise, as the case
may be;
The company has planned to expand its activities through ongoing projects, loan repayment
and IPO expenses. The details have been disclosed in Use of IPO proceeds and implementation
schedule of the chapter.
(i) Where the issuer is implementing the project is a phased manner, the cost of phase, including
phases, if any, which have already been implemented;
134
The company has planned to expand its activities through ongoing projects by using IPO proceeds
after receiving the funds, which have been mentioned in projects implementation schedule of this
chapter.
(j) The details of all existing or anticipated material transactions in relation to utilization of the
issue proceeds or project cost with sponsors, directors, key management personnel,
associates and group companies;
There is no existing or anticipated material transaction in relation to utilization of the issue

proceeds or project cost with sponsors, directors, key management personnel, associates and
group companies.
(k) Summary of the project appraisal/feasibility report by the relevant professional people with
cost of the project and means of finance, weaknesses and threats, as given in the
appraisal/feasibility report;
The IPO proceeds will be utilized for expansion of ongoing projects. Therefore, feasibility report is
not applicable for the company.
135
LOCK-IN SECTION:XXIII
a. Provisions for lock-in as per these Rules;

Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial
operation, whichever comes later, in the following manner:
1) All shares held, at the time of according consent to the public offer, by sponsors, directors and
shareholders holding 5% or more shares, other than alternative investment funds, for 03(three) years;
2) All shares allotted, before 02(two) years of according consent to the public offer, to any person, other than
alternative investment funds, for 03(three) years;
3) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing
shareholders, within preceding 12 (twelve) months of submitting an application for raising of capital or
initial public offer (IPO), all shares held by those transferee shareholders, for 03(three) years;
4) 25% of the shares allotted to eligible investors, for 03 (three) months and other 25% of the shares allotted
to them, for 06 (six) months;
5) All shares held by alternative investment funds, for 01(one) year; and
6) Shares allotted, within two years of according consent to the public offer, to any person other than the
shares mentioned in sub-rules (1), (2), (3), (4), and (5) above, for 01(one) year.
Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as
mentioned above.
b. Statement of securities to be locked in for each shareholder along with BO account number , lock-in
period and number of securities to be locked in;
Lock-in period
No of from the date of
Sl. No. Name of the Shareholders BO ID Position %
Securities issuance of
prospectus
Directors and Sponsors:
1 Mr.Jahangir Alamin 1202880007765618 Chairman 7,364,000 21.04 3 years
2 Mr.Alamgir Shamsul Alamin 1202880033555073 Managing Director 7,364,000 21.04 3 years
3 Mr.Arafin Shamsul Alamin 1202880007765594 Director 7,364,000 21.04 3 years
4 Mrs.Shahida Alamin 1202880007765626 Director 2,770,000 7.91 3 years
Sub Total (A) 24,862,000 71.03
General Shareholders:
5 Mrs.Nargis Alamin 1202880007765634 Shareholder 2,770,000 7.91 3 years
6 Mrs. Humaira Alamin 1202880007765601 Shareholder 2,770,000 7.91 3 years
7 Euro Trading Limited 1201750062731691 Shareholder 1,099,000 3.14 3 years
8 Symphony Trading Limited 1201750062731705 Shareholder 1,099,000 3.14 3 years
9 Dream Holdings Limited 1202550062716681 Shareholder 100,000 0.29 3 years
10 Mr.Gias Uddin Howlader 1202550062716639 Shareholder 1,300,000 3.71 3 years
11 Mehmood Equities Limited - Shareholder 1,000,000 2.86 3 years
Sub Total (B) 10,138,000 28.97
Total (A+B) 35,000,000 100.00
136
MARKETS FOR THE SECURITIES BEING OFFERED SECTION :XXIV
The issuer shall apply to all the relevant exchanges in Bangladesh within 7 (seven) working days from the date of
consent for public offer accorded by the Commission.
The Exchange shall complete the listing procedures within a maximum period of 30 (thirty) working days from the
date of closure of subscription list.
DECLARATION ABOUT LISTING OF SHARES WITH THE STOCK EXCHANGE (S):
The issuer will apply at:
Dhaka Stock Exchange Limited (DSE)

9/F, Motijheel C/A, Dhaka-1000
And
Chittagong Stock Exchange Limited (CSE)
CSE Building, 1080 Sk. Mujib Road, Agrabad,
Chittagong
None of the stock exchange(s), if for any reason, grants listing within 75 days from the closure of subscription, any
allotment in terms of this prospectus shall be void and the company shall refund the subscription money within
fifteen days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75
(seventy five) days, as the case may be.
In case of non-refund of the subscription money within the aforesaid fifteen days, the company directors, in
addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with
interest at the rate of 2% (two percent) per month above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned
conditions and shall submit compliance report thereon to the Commission within seven days of expiry of the
aforesaid fifteen days time period allowed for refund of the subscription money.
Trading and settlement regulation of the stock exchanges shall apply in respect of trading and
settlement of the share of the company.
The issue shall be placed in N Category with DSE & CSE
137
DESCRIPTION OF SECURITIES BEING OFFERED SECTION :XXV
Description of securities outstanding or being offered;
The Company has issued ordinary share to the subscriber to the Memorandum and other shareholders from time
to time which has been disclosed in the Section XIII OWNERSHIP OF THE COMPANYS SECURITIES
(a) Dividend, Voting, Preemption Right:
The share capital of the Company is divided into ordinary shares carrying equal rights to vote and receive dividend
in terms of the relevant provisions of the Companies Act, 1994 and the Articles of Association of the Company.
Shareholders shall have the usual voting right in person or by proxy in connection with, among others, selection of
directors & auditors and other usual agenda of General MeetingOrdinary or Extra Ordinary. On a show of hand
every shareholder present and every duly authorized representative of a shareholder present at a General
Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for
every share held by him/her.
In case of any additional issue of rights shares for raising further capital the existing shareholders shall be entitled
in terms of the guidelines issued by the BSEC from time to time.
(b) Conversion & Liquidation Right
If the Company at any time issues convertible preference shares or debenture with the consent of BSEC, such
holders of Securities shall be entitled to convert such securities into ordinary shares if it is so determined by the
Company.
Subject to the provisions of the Companies Act, 1994, Articles of Association of the Company and other relevant
rules in force, the shares, if any, of the Company are freely transferable, the Company shall not change any fee for
registering transfer of shares. No transfer shall be made to firms, minors or persons of unsound mental health.
(c ) Dividend Policy
The profit of the company, subject to any special right relating thereto created or authorized to be created by the
Memorandum of Association subject to the provision of the Articles of Association, shall be divisible among the
members in proportion to the capital paid up on the Shares held by them respectively.
No larger dividend shall be declared than is recommended by the Directors, but the Company in its General
Meeting may declare a smaller dividend. The declaration of Directors as to the amount of net Profit of the
Company shall be conclusive.
No dividend shall be payable except out of profits of the Company or any other undistributed profits. Dividend
shall not carry interest as against the Company.
The Directors may, from time to time, pay the members such interim dividend as in their judgment the financial
position of the Company may justify.
A transfer of Shares shall not pass the right to any dividend declared thereon before the registration of transfer.
There is no limitation on the payment of dividend.
(d) Other Rights of Stock Holders
The shareholders shall have the right to receive all periodical reports and statements, audited as well as un-
audited, published by the Company from time to time. The directors shall present the financial statements as
required under the law and International Accounting Standards. Financial Statements will be prepared in
accordance with International Accounting Standards, consistently applied throughout the subsequent periods and
present with the objective of providing maximum disclosure as per law and International Accounting Standard to
the shareholders regarding the financial and operational position of the Company.
In case of any declaration of stock dividend by issue of bonus shares, all shareholders shall be entitled to it in
proportion to their shareholdings on the date of book closure for the purpose.
The shareholders holding not less than 10% of the issued/fully paid up capital of the Company shall have the right
to requisition Extra-Ordinary General Meeting of the Company as provided under Section 84 of the Companies Act,
1994.
138
FINANCIAL STATEMENTS SECTION:XXVI
(a) Financial Statements of Shamsul Alamin Real Estate Limited for the period from 01 July to 31
December 2016
139
S F AHMED & CO. House 51 (2nd Floor),
Road 9, Block F,
Telephone: (880-2) 9894346 & 9870957
9894026, 09610998048
CHARTERED ACCOUNTANTS Banani, Dhaka 1213 Fax: (880-2) 55042314
Bangladesh E-mails: sfali@connectbd.com
.......Since 1958 sfaco@dhaka.net
Member Firm of HLB International
INDEPENDENT AUDITORS REPORT

To
The Shareholders of Shamsul Alamin Real Estate Limited
We have audited the accompanying financial statements of Shamsul Alamin Real Estate Limited,
which comprises statement of financial position as at 31 December 2016, and the statement of profit
or loss and other comprehensive income, statement of changes in equity and statement of cash flows
for the period six months ended, and a summary of significant accounting policies and other
explanatory information.
Managements Responsibility for the Financial Statements
Management of the company is responsible for the preparation and fair presentation of these
financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), and for
such internal controls as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, 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. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about 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, the auditor considers internal control relevant to the entitys
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 entitys internal controls. 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.
Continued:
140
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position
of Shamsul Alamin Real Estate Limited as at 31 December 2016, and its financial performance and
its cash flows for the period six months ended in accordance with Bangladesh Financial
Reporting Standards and comply with the Companies Act, 1994, the Securities and Exchange Rules,
1987 and other applicable laws and regulations.
We also report that:

a) we have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit and made due verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the Company so
far as it appeared from our examination of these books;
c) the Company's 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
d) the expenditure incurred was for the purposes of the Company's business.
Sd-
Dated: Dhaka; S. F. Ahmed & Co.
26 February 2017 Chartered Accountants
141
Statement of Financial Position
As at December 31, 2016
Amount in Taka
Notes
31 Dec 2016 30 June 2016
ASSETS:
Non-current assets 2,997,141,590 2,925,407,118
Property, plant & equipment 5 27,066,926 28,685,252
Intangible assets 6 916,672 1,018,471
Investment property 7 519,844,598 519,844,598
Construction works in progress 8 2,449,313,394 2,375,858,797
Current assets 1,777,601,054 1,704,537,198

Inventories of materials 9 7,190,106 7,288,757
Accrued revenue 10 1,539,911,155 1,454,084,991
Advances, deposits & pre-payments 11 176,017,751 175,078,161
Investment in new projects 13 49,898,057 30,523,136
Rental receivable from investment property 12 678,317 845,576
Cash & cash equivalents 14 3,905,668 36,716,577
Total assets: 4,774,742,644 4,629,944,316

Capital and reserve 1,537,593,364 1,484,745,914
Share capital 15 350,000,000 350,000,000
Retained earnings 1,187,593,364 1,134,745,914
Non current liabilities
Deferred tax liabilities 16 115,141,611 116,240,596
Current liabilities 3,122,007,669 3,028,957,806

Advances against sales of apartments 17 2,536,294,433 2,435,376,564
Accounts payable 18 59,754,635 53,895,422
Short Term Finance 19 177,934,591 187,467,563
Provisions 20 132,132,405 110,423,169
Accrued expenses and other payables 21 215,891,605 241,795,088
Total shareholders' equity and liabilities: 4,774,742,644 4,629,944,316
Net Assets Value Per Share (NAVPS) 22 43.93 42.42
The accompanying notes form an integral part of this financial statement and are to be read in conjunction
therewith.
Sd- Sd- Sd-

Chairman Managing Director Company Secretary
Signed in terms of our separate report of even date annexed.
Sd-
Date, Dhaka; S. F. Ahmed & Co.
142
Statement of Profit or Loss and Other Comprehensive Income
For the period 1st July 2016 to 31 December, 2016
Amount in Taka
Notes 31 December 31 December
2016 2015
Revenues from construction 23 266,279,849 149,842,929

Construction cost 24 (167,066,045) (114,504,269)
Gross profit 99,213,804 35,338,660
Operating expenses (14,974,104) (14,443,624)
Office & administrative expenses 25 (14,163,604) (12,965,920)
Marketing & distribution expenses 26 (810,500) (1,477,704)
Operating profit 84,239,700 20,895,036
Non-operating income 11,637,243 9,764,097
Interest and other income 27 11,637,243 9,764,097
Non operating expenses (12,338,846) (11,330,620)
Finance cost 28 (12,338,846) (11,330,620)
Profit before tax and WPPF 83,538,097 19,328,513
Provision for WPPF (3,978,005) (920,405)
Profit before tax 79,560,092 18,408,108
Income tax provision (Estimated) 29 (26,712,642) (5,413,699)
Current Tax (27,142,068) (5,358,249)
Deferred Tax 429,426 (55,450)
Net profit after tax 52,847,450 23,821,807
Earning Per Share (EPS) 30 1.51 0.68
NP RATIO(%) 29.88 12.90

The accompanying notes form an integral part of this financial statement and are to be read in conjunction
therewith.
Sd- Sd- Sd-

Sd-
143
Statement of Changes in Equity
(Amount in Taka)
Share Retained
Particulars Total
capital earnings
Balance at July 1, 2015 350,000,000 1,068,246,490 1,418,246,490
Net profit during the year - 23,821,807 23,821,807
Balance as at December 31, 2015 350,000,000 1,092,068,297 1,442,068,297
Balance at July 1, 2016 350,000,000 1,134,745,914 1,484,745,914

Net profit during the year - 52,847,450 52,847,450
Balance as at December 31, 2016 350,000,000 1,187,593,364 1,537,593,364
Sd- Sd- Sd-

Sd-
144
Cash Flows Statement
Amount in Taka
31 December 31 December
2016 2015
A. Cash flows from operating activities:
Collection received from customers 189,873,085 302,930,542
Payments for creditors & other expenses (186,076,820) (296,918,367)
Cash generated from operating activities 3,796,265 6,012,175
Other income received 11,242,626 12,836,060
Income tax paid (13,481,719) (2,195,029)
Net cash flows from operating activities 1,557,171 16,653,206
B. Cash flows from investing activities:
Acquisition of property, plant and equipment (2,948,874) (2,476,605)
Proceed from disposal of PPE 930,000 -
Investment in new projects (19,374,921) (24,404,925)
Net cash flow from investing activities (21,393,795) (26,881,530)
C. Cash flows from financing activities:

Term finance received/ (Refund) (9,532,972) 44,426,894
Payment of interest (3,441,313) (14,787,154)
Net cash flows from financing activities (12,974,285) 29,639,740
D.Net cash inflows/(outflows) from (A+B+C) (32,810,909) 19,411,416

E. Opening cash & cash equivalent 36,716,577 11,964,193
F.Ending cash & cash equivalent 3,905,668 31,375,609

Operating Cash flow Per Share(OCFPS) 0.04 0.48
Sd- Sd- Sd-

Sd-
26 October 2016 Chartered Accountants
145
Notes to the Financial Statements
For the period 1st July 2016 to 31 December 2016
1 Reporting Entity
1.1 Formation and Legal Status
Shamsul Alamin Real Estate Limited (SAREL) was a private company limited by shares registered with the
Registrar of Joint Stock Companies and Firms, Dhaka vide Registration # C-22863(1270/92) dated 3rd October
1992. Subsequently, the Company was converted into Public Limited Company on 11 October, 2010 with
intimation to the Registrar of Joint Stock Companies and Firms.
The Registered Office is situated at Alamin Centre, 25/A Dilkusha C/A, Dhaka-1000, Bangladesh.
1.2 Nature of Business
Shamsul Alamin Real Estate Limited (SAREL) is engaged in real estate business which includes land
development and construction of apartments, commercial and shopping mall complex.
2 Basis of Financial Statements Preparation and Presentation
2.1 Statement of Compliance
The financial statements have been prepared in accordance with the International Accounting Standards (IASs)
and International Financial Reporting Standards (IFRSs) as adopted by the Institute of Chartered Accountants of
Bangladesh as Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards
(BFRSs).
2.2 Regulatory Compliances
As required, Shamsul Alamin Real Estate Limited (SAREL) complies with the following major legal provisions in
addition to the Companies Act 1994 and other applicable laws and regulations:
a) The Income Tax Ordinance 1984
b) The Income Tax Rules 1984
c) The Value Added Tax Act 1991
d) The Value Added Tax Rules 1991
e) Securities and Exchange Commission Rules 1987
f) The Labour Act 2006 (as amended in 2013)
2.3 Application of Standards
The financial statements have been prepared in compliance with requirement of BASs (Bangladesh Accounting
Standards) as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as applicable in
Bangladesh. The following BASs are applied to the financial statements for the year under audit:
Ref. No. Accounting Standards

BAS-1 Presentation of financial statements
BAS-2 Inventories
BAS-7 Statement of Cash Flows
BAS-8 Accounting Policies, Changes in Accounting Estimates and Errors
BAS-10 Events after the Reporting Date
BAS-11 Construction Contract
BAS-12 Income Taxes
BAS-16 Property, Plant & Equipment
BAS -19 Employee benefits
BAS-23 Borrowing Costs
BAS-24 Related Party Disclosures
BAS-32 Financial Instrument: Presentation
BAS-33 Earnings per share
BAS-37 Provisions, Contingent Liabilities and Contingent Assets
BAS-39 Financial Instruments: Recognitions and Measurement
BAS-40 Investment Property
BFRS-1 First Time Adoption of International Financial Reporting Standards
BFRS-7 Financial Instruments: Disclosures
146
2.4 Measurement Bases Used in Preparing the Financial Statements
The financial statements have been prepared on "Historical Cost" convention basis, which is one of the most
commonly adopted base provided in "the framework for the preparation and presentation of financial statements"
issued by the International Accounting Standard Committee (IASC).
2.5 Going Concern
The company has adequate resources to continue in operation for foreseeable future. For this reason the directors
continued to adopt going concern basis in preparing the Financial Statements. The current credit facilities and
resources of the company provide sufficient fund to meet the present requirements of its existing businesses and
operations.
2.6 Functional and Presentation Currency

The financial statements are expressed in Bangladesh Taka. The figures of financial statements have been rounded
off to the nearest Taka.
2.7 Presentation of Financial Statements
The presentation of these financial statements is in accordance with the guidelines provided by BAS 1
'Presentation of Financial Statements'. The Financial Statement comprises:
a) a statement of financial position;
b) a statement of comprehensive income;
c) a statement of changes in equity;
d) a statement of cash flows; and
e) notes, comprising a summary of significant accounting policies and explanatory information.
2.8 Use of Estimates and Judgments

The preparation of these financial statements is in conformity with BFRSs requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised and in any future periods affected.
In particular, information about significant areas of estimation, uncertainty and critical judgments in applying
accounting policies that have the most significant effect on the amounts recognized in the financial statements is
included in the following notes:
Note: 5 Property, Plant and Equipment
Note: 18 Accounts payable
Note: 21 Accrued expenses and other payables.
2.9 Reporting Period
The financial period of the company covers twelve Months from 1st July 2016 to 31 December 2016.
2.10 Preparation and Presentation of Financial Statements of the Company
The Board of Directors of Shamsul Alamin Real Estate Limited (SAREL) is responsible for the preparation and
presentation of financial statements of the Company.
2.11 Comparative Figures
Re-arrangement
Comparative figures have been rearranged wherever considered necessary to ensure better comparability with the
current period without causing any impact on the profit and value of assets and liability as reported in the financial
statement.
3 Risk Exposure
3.1 Interest Rate Risk
Interest rate risk is that which the company faces due to unfavorable movements of the interest rates. Changes in
the governments monetary policy, along with increased demand for loans/investments tend to increase the interest
rates. Such rises in interest rates mostly affect companies having floating rate loans or companies investing in debt
securities.
The Company keeps its bank loans and finances to the minimum to reduce interest rate risk.
147
3.2 Industry Risks
Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices,
revenues, profit margins, market share etc which could have an adverse impact on the business, financial condition
and results of operation.
The Company continuously carries out Research and Development (R&D) to keep pace with the customer
choices.
3.3 Market Risks
Market risk refers to the risk of adverse market conditions affecting the sales and profitability of the Company.
Mostly, the risk arises from falling demand for the product or service which would harm the performance of the
company. On the other hand, strong marketing and brand management would help the company increase their
customer base.
Because of shortage of supply, compared to demand for lands, apartments and commercial complexes, market
risks are limited.
3.4 Operational Risks
Non-availabilities of materials/equipment/services may affect the smooth operational activities of the Company.
On the other hand, the equipment may face operational and mechanical failures due to natural disasters, terrorist
attacks, unforeseen events, lack of supervision and negligence and occurrence of severe accidents and losses.
The Company maintains inventories to meet shortages and non-availabilities.
4 Significant Accounting Policies
The specific accounting policies selected and applied by the companys directors for significant transactions and
events that have material effect within the framework of BAS-1 Presentation of Financial Statements, in
preparation and presentation of financial statements have been consistently applied throughout the year and were
also consistent with those used in earlier years.
For a proper understanding of the financial statements, these accounting policies are set out below in one place as
prescribed by the BAS-1 Presentation of Financial Statements. The recommendations of BAS-1 relating to the
format of financial statements were also taken into full consideration for fair presentation.
4.1 Investment in Property

For Investment property , the Company follows BAS 40 i.e. Fair Value Model as subsequent measurement. A
Gains or losses arising from changes in the fair value of investment property is recognised in statement of
comprehensive Income for the year in which it arises .
Initially Financial statements of the company was prepared on historical cost price basis. In the year ended 30
June 2011, the company first apply BAS 40 and recognised fair value gain of Tk 455,039,420, which was
revalued by Ata Khan & Co., Chartered Accountants and subsequently incorporated in the statement of
comprehensive income of the company .
In the year ended June 2012, the company again revalued their Investment Property as per BAS 40 to reflect the
fair value of the property as the market value of the Property increased significantly and accordingly recognised
fair value gain of Tk 47,504,280 which was supported by the revaluation report dated 25 August 2012 of Ata
Khan & Co., Chartered Accountants. Subsequently In June 2013 and 2014 no revaluation of its property was done
as the management of the company felt that Market value of the Property was unchanged and stable.
However, in the year ended 30 June 2015 the property was revalued as the market price has been decreased due
to negative trend in real estate sector which was also confirmed by the revaluation report of Ata Khan & Co.,
Chartered Accountants. Accordingly, fair value loss of Tk 63,435,802 was recognised and incorporated in the
Statement of Comprehensive Income of the company.
However, in December 2016 no revaluation of its property was done as the management of the company felt that
Market value of the Property was unchanged and stable.
148
4.2 Property, Plant and Equipment
i) Recognition of Property, Plant & Equipment
Property, plant and equipment are capitalized at cost of acquisition and subsequently stated at cost or valuation
less accumulated depreciation in compliance with the requirements of BAS 16: Property, Plant and Equipment.
Cost includes expenditure that is directly attributable to the acquisition of asset. The cost of self constructed asset
includes the cost of material and direct labor, any other costs directly attributable to bringing the assets to a
working condition for their intended use, and the costs of dismantling and removing the items and restoring the
site on which they are located.
ii) Subsequent Costs
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the
item if it is probable that the future economic benefits embodied within the part will flow to the company and its
cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are
recognized in the profit and loss account as incurred.
iii) Disposal of Property, Plant & Equipments
On disposal of property, plant & equipments, the cost, revalued amount and accumulated depreciation are
eliminated and gain or loss on such disposal is reflected in the income statement, which is determined with
reference to the net book value of the assets and net sales proceeds.
iv) Depreciation
Depreciation on fixed assets is charged on reducing balance method. Depreciation continues to be charged on
each item of fixed assets until the written down value of such fixed assets is reduced to Taka one. Depreciation on
addition to fixed assets is charged of their date of acquisition. The gain or losses on disposal or retirement of
assets are included in profit or loss when the item is disposed off/derecognized. The residual value, if not
insignificant, is reassessed annually.
Rates of depreciation on various classes of fixed assets are as under:

Category Rate of Depreciation
Construction Equipment 20.00%
Office Equipment 20.00%
Furniture & Fixtures 10.00%
ERP Software 20.00%
Vehicles 20.00%
Tools 20.00%
Office Decoration 20.00%
4.3 Inventories of Materials

Inventories are carried at the lower of cost and net realizable value as prescribed by BAS 2 Inventories. Cost is
determined on weighted average cost basis. The cost of inventories comprises the expenses involved in bringing
the inventories to their present location and condition. Net realizable value is based on estimated selling price less
any further costs expected to be incurred to make the sale.
4.4 Financial Assets
The company initially recognizes receivables and deposits on the date that they are originated. All other financial
assets are recognized initially on the trade date, which is the date the company becomes a party to the contractual
provisions of the instrument.
The company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or
it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset are transferred
Financial assets include Short Term Investments; Trade & Other Receivables; Advances, Deposits and
Prepayments; Cash and Bank balance etc.
149
Rental receivable from investment property
Trade and other receivables are initially recognized at cost which is the fair value of the consideration given in
return. After initial recognition, these are carried at cost less impairment losses, if any, due to uncollectibility of
any amount so recognized.
Advances, Deposits and Prepayments
Advances are initially measured at cost. After initial recognition, advances are carried at cost less deductions,
adjustments or charges to other account heads such as property, plant and equipment, inventory or expenses.
Deposits are measured at payment value.
Prepayments are initially measured at cost. After initial recognition, prepayments are carried at cost less charges
to statement of comprehensive income.
Cash and Cash Equivalent
Cash and cash equivalents include cash in hand, deposits and other short/ fixed term deposits with banks and non-
banking financial institutions which are held and available for use by the company without any restriction.
4.5 Financial Liabilities

The company recognizes all financial liabilities on the trade date which is the date the company becomes a party
to the contractual provisions of the instrument. The company derecognizes a financial liability when its
contractual obligations are discharged, cancelled or expired. Financial liabilities include loans and borrowings,
trade & other payables and other current liabilities.
Accounts payable and Other Liabilities

The company recognizes a financial liability when its contractual obligations arising from past events are certain
and the settlement of which is expected to result in an outflow from the company of resources embodying
economic benefits.
The entity recognizes a financial liability when its contractual obligations arising from past events are certain and
the settlement of which is expected to result in an outflow from the company of resources embodying economic
benefits.
Loans and Borrowing
Principal amounts of loans and borrowings are stated at their outstanding amount. Borrowings repayable after
twelve months from the reporting date are classified as non-current liabilities whereas the portion payable within
twelve months, unpaid interest and other charges are classified as current liabilities.
4.6 Cash flow statement

Cash Flow Statement is prepared in accordance with BAS 7 Cash Flow Statement. 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 provisions of Paragraph 18(b) of BAS-7 which provides that Enterprises are
encouraged to report Cash Flow from Operating Activities using the Direct Method.
4.7 Provisions, Accrued Expenses and Other Payables

Provisions and accrued expenses are recognized in the financial statements in line with the Bangladesh
Accounting Standard (BAS) 37: Provisions, Contingent Liabilities and Contingent Assets when
the company has a legal or constructive obligation as a result of past event.

it is probable that an outflow of economic benefit will be required to settle the obligation.
a reliable estimate can be made of the amount of the obligation.
150
4.8 Taxation
Current Tax
Provision for income tax has been made at prevailing corporate tax rate @ 35% besides income taxed under the
above sections as per provision of the ITO 1984. Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using the tax rates enacted at the reporting date and any adjustment to tax
payable in respect of previous years.
Previously income tax was calculated as per section 53FF and return was submitted under 82(C) (n) of the Income
Tax Ordinance (ITO) 1984 as it was compulsory for the real estate business entities irrespective of profit or loss
during the year.
Deferred Tax
Deferred tax is recognized using the balance sheet method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates
that are expected to be applied to the temporary differences when they reverse, based on the laws that have been
enacted at the reporting date. Deferred tax asset or liability does not create a legal recovery/liability from or to the
income tax authority.
Previously Deferred tax on Fair Value gain/(loss) was not recognized. For a fair presentation of the accounts
management of the company this year calculated Deferred tax on Fair Value gain/(loss) and accordingly previous
year balance was adjusted with the opening balance of June 2014.
4.9 Share Capital

Paid-up-capital represents total amount contributed by the shareholders and bonus shares issued by the company
to the ordinary shareholders. Incremental costs directly attributable to the issue of ordinary shares are recognized
as expenses as and when incurred. Holders of ordinary shares are entitled to receive dividends as declared from
time to time and are entitled to vote at shareholders' meetings. In the event of a winding up of the company,
ordinary shareholders rank after all other shareholders. Creditors are fully entitled to any proceeds of liquidation
before all shareholders.
4.10 Employee Benefit

Workers' Profit Participation &
Welfare
The Fundmaintains a Workers profit participation & welfare fund as per the requirement of The Companies
Company
Profit (workers participation) (amendment) ordinance 1985 & Labour Act 2006 (As amended 2013).
4.11 Revenue Recognition

Revenue is recognized by applying the percentage of completion method in the manner explained in Bangladesh
Accounting Standard 11 Construction Contract. Contract revenue include the amount agreed in the contract
with buyers(including amendments) plus claims and incentive payments that are expected to be collected and that
can be measured reliably. The Company traditionally makes allotment of apartments ahead of commencement of
construction of apartments. The Company receives money against such allotment on installments basis during the
construction period. The amount is booked under advance against sales at the time of receipt.
Revenue recognises based on the percentage of completion method of accounting on the basis of our
managements estimates of revenues and development costs on a property by property basis. As a result, our
revenues and development costs may fluctuate significantly from period to period.
151
4.12 Contract Cost
Contract costs include costs that relate directly to the specific contract, plus costs that are attributable to the
contractor's general contracting activity to the extent that they can be reasonably allocated to the contract, plus
such other costs that can be specifically charged to the customer under the terms of the contract.
Initially project cost was calculated on the basis of estimation by Engineers of the Company and historical data.
But from June 2014 the company followed the rate prescribed by Public Work Development (PWD), Government
of Bangladesh in determining the estimated project cost.
Method used to determine stage of completion
The stage of completion of a contract can be determined at the proportion that contract costs incurred for work
performed to date bear to the estimated total contract costs.
4.13 Finance Income and Expense

Finance Income
Interest income from bank deposits are recognized on accrual basis following specific rate of interest in agreement
with banks.
Finance Expenses
Finance expenses comprise interest expenses on loan, overdraft and bank charges. All borrowing costs are
recognized in the profit and loss account using effective interest method except to the extent that they are
capitalized during constructions period of the plants in accordance with BAS-23 Borrowing cost.
4.14 Earnings Per Share (EPS)

The Company calculates Earning per Share (EPS) in accordance with BAS 33: Earning per Share, which has been
shown on the face of Statement of Comprehensive Income account.
Basic Earnings
This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend,
minority or extra ordinary items, the net profit after tax for the year has been considered as fully attributable to the
ordinary shareholders.
Weighted average number of ordinary shares outstanding during the year
This represents the number of ordinary shares outstanding at the beginning of the year plus the number of shares
issued during the year multiplied by a time-weighting factor. The time weighting factor is the numbers of days the
specific shares are outstanding as a proportion of the total number of days in the year.
Basic earnings per share
This has been calculated by dividing the basic earnings by the weighted average number of ordinary shares
outstanding for the year.
Diluted earnings per share

No diluted earnings per share are required to be calculated per year as there was no scope for dilution during the
year.
4.15 Events after the reporting period

In compliance with the requirements of BAS 10: Events after the reporting period, post Balance Sheet events that
provide additional information about the company's position at the reporting date are reflected in the financial
statements and events after the Balance Sheet date that are not adjusting events are disclosed in the notes when
material.
4.16 Comparative Information
Comparative information has been disclosed in respect of the year 30 June 2016 and period 31 December 2015
in accordance with BAS-1: Presentation of Financial Statements, for all numeric information in the financial
statements and also the narrative and descriptive information where it is relevant for understanding of the current
year's Financial Statements.
152
4.17 Related Party Transactions
The objective of Related Party Disclosure IAS 24 is to ensure that an entity's financial statements contain the
disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have
been affected by the existence of related parties and by transactions and outstanding balances with such parties.
Parties are considered to be related if one party has the ability to control the other party or to exercise significant
influence or joint control over the other party in making financial and operating decisions.
The Company transacts with related parties and recognize as per BAS 24 'Related Party Disclosures'.
4.18 General
i. Figures appearing in these accounts have been rounded off to the nearest taka.
ii. Prior year's figures have been rearranged wherever considered necessary to ensure comparability with the
current year.
iii. Bracket figures denote negative.
153
Amount in Taka
31-Dec-2016 30-Jun-2016
5 Property, plant and equipment
(Net off accumulated deprecation)
Construction equipment 5,978,011 5,570,732
Office equipment 1,597,791 1,775,261
Furniture & fixtures 280,663 295,433
Vehicles 12,725,683 14,474,893
Tools 225,824 250,915
Office decoration 6,258,954 6,318,018
27,066,926 28,685,252
Details are given in Annexure-I
6 Intangible assets (Net off accumulated amortization)

ERP software 916,672 1,018,471
916,672 1,018,471
Details are given in Annexure-I.
7 Investment property
The investment property consists of 2nd to 6th Floor & 11th Floor and Basement & Car Parking of Alamin Center,
25/A Dilkusha C/A, Dhaka-1000.
Opening Balance 519,844,598 519,844,598

Add: Fair value loss - -
Total current market value of 30,066 Sft of Alamin Center 519,844,598 519,844,598
8 Construction works -in progress
Projects
Alamin City 93,611,448 93,546,998
Alamin Millenium Tower 202,323,833 201,885,652
Alamin Splendor 743,480,340 728,858,407
Alamin Haq Heritage 113,662,603 112,790,638
Alamin Crimson Glory 40,274,622 31,054,033
Alamin Tulip Garden 52,938,246 46,860,827
Alamin Rojonigandha 96,800,153 92,283,346
Alamin Super Nova 59,179,082 53,676,197
Alamin Asha Height 101,175,092 94,256,637
Alamin Islam Bhaban 227,764,318 227,382,318
Alamin Apon Height 307,644,892 302,990,924
Alamin Tonmoy 101,692,817 87,623,757
Alamin Snowdrop 49,307,162 45,184,934
Alamin Icon Centre 113,721,778 90,560,184
Alamin Ajmol Felicita 11,303,080 8,814,300
Alamin Grace 67,233,801 61,405,492
Alamin Elegance 28,442,054 26,156,163
Alamin Paragon 37,636,036 37,559,854
Alamin Angur 71,133,213 18,210,500
Alamin Metro Centre 23,600,272 14,757,636
Sub-total 2,542,924,842 2,375,858,797
Less: Project hand over during the year

Alamin City 93,611,448 -
- -
Sub-total 93,611,448 -
2,449,313,394 2,375,858,797
154
Amount in Taka
31-Dec-2016 30-Jun-2016
9 Inventories of materials
Projects
Alamin Ajmal Felicita 106,725 -
Alamin Splendor 346,239 449,943
Alamin Ajmal Felicita 80,154 122,693
Alamin Metro Centre 227,289 32,175
Alamin Millennium Tower 931,000 -
Alamin Rajonighandha 493,745 1,368,598
Alamin Apon Height 159,135 824,154
Alamin Haq Heritage 128,137 128,137
Alamin Snowdrop 139,570 858,312
Alamin Elegance 1,453,349 457,626
Alamin Icon Centre 771,671 1,123,471
Alamin Grace 2,216,221 1,671,951
Alamin Tonmoy 136,871 251,445
Alamin City - 252
7,190,106 7,288,757
Quantity wise schedule of inventory is given in Annex- II
10 Accrued revenue
Projects
Alamin .M.Tower 246,886,754 246,797,852
Alamin Splendor 236,908,584 218,046,461
Alamin Tonmoy 35,487,074 32,190,815
Alamin Snowdrop 11,572,267 10,625,929
Alamin Ajmol Felicita 1,111,224 604,401
Alamin Grace 7,301,518 6,228,379
Almain Metro Centre 34,684,622 22,429,395
Alamin Elegance 2,638,711 2,066,773
Alamin Paragon 5,988,203 5,987,765
Alamin Angur 3,905,576 2,961,135
Sub-total 1,539,911,155 1,454,084,991
11 Advances, deposits and pre-payments
Advances and Deposit against continuing projects: 130,063,520 142,448,199
Advance against Store Purchase 2,310,914 2,855,842
Advance procurement department 165,077 165,077
advance project operation department 273,000 253,000
Advance Marketing department 9,000 80,000
Advance against admin department 430,598 236,895
Advance against Estate department 4,758,313 4,758,313
Advance against signing money and others 107,791,188 107,791,189
Security Deposits 233,707 233,707
Advance against Issue Management 500,000 -
Advance design and drawing 6,546,204 5,891,125
Advance against expenses 3,232,894 -
Advance against logistic department 651,215 133,000
Advance Against Development department 910,861 17,910,862
Advance Against Head office Rent 1,015,200 1,015,200
Advance to travelling & Conveyance 171,445 208,392
E.fund for projects sites 416,263 325,955
advance against salary 647,642 589,642
155
Amount in Taka
31-Dec-2016 30-Jun-2016
Other advance 769,406 926,856
Generator - 621,800
Design and consultancy fees 769,406 -
Lift - 305,056
Advance income -tax

Opening Balance 31,703,106 25,979,113
Addition During the year 13,481,719 5,723,993
Closing Balance 45,184,825 31,703,106
176,017,751 175,078,161
Aging of advances, deposits and pre-payments

31 Dec 2016 30 June 2016
Book balance Book balance
(Tk) (Tk)
Aging
Within 3 months 24,832,469 11,677,646
Within 3 to 6 months 1,053,648 1,380,130
More than 6 months 150,131,634 162,020,385
Total 176,017,751 175,078,161
All the Advance, Deposits & Prepayments amount considered good and Recoverable.
12 Rental receivable from investment property
Rent Receivable 678,317 845,576

Aging
Within 3 months 248,000 245,798

Within 3 to 6 months 319,000 251,500
More than 6 months 111,317 348,278
Total 678,317 845,576
13 Investment in new projects: 49,898,057 30,523,136

Projects
4 & 5 Station Road, Farmgate, Tejgaon 8,977,261 8,977,261
House-10, Dhanmondi,Dhaka 3,545,000 3,545,000
45/B Gulshan,Dhaka - 655,079
4 North Kafrul, Ibrahimpur 14,866,353 14,866,353
46 Kakrail, Dhaka 21,394,943 1,364,943
53,Kakrail, Dhaka 1,114,500 1,114,500
49,898,057 30,523,136
156
Amount in Taka
31-Dec-2016 30-Jun-2016
14 Cash & cash equivalents
Cash in Hand 357,602 199,713
Cash at Banks:
Prime Bank Limited, STD A/C-54295 662,239 1,665,859
Mutual Trust Bank Limited, STD A/C-032000348 51,724 170,975
Premier Bank Limited, STD A/C No.-1154 273,858 735,708
Southeast Bank Limited, CD A/C No.-31372 1,140,372 941,149
EASTERN BANK LTD STD-172 157,417 31,259,527
Modhumoti Bank Ltd. C/D-62 1,709 2,255
Islami Bank BD. Ltd. MSND-13712 37,577 37,990
Agrani Bank Ltd STD - 423-1 139,146 402,090
AB Bank Limited, STD A/C No.-4021-779999-430 360,518 29,320
Premier Bank Limited, CD A/C No-7317 35,437 1,255
UCBL C/D AC No- 122-154 70 70
UCBL C/D AC No- 088 3,904 1,234,181
Dhaka Bank Limited, STD A/C No-1955 28,342 24,658
Sonali Bank Ltd CD AC No- 33148912 5,000 5,000
Dhaka Bank Limited, STD A/C No-242 650,752 6,827
3,548,065 36,516,864
Total 3,905,668 36,716,577
All bank balances are reconciled with bank statements.
15 Share capital
15.1 Authorized capital :
100,000,000 ordinary shares of to. 10/- each 1,000,000,000 1,000,000,000
15.2 Issued, subscribed, called-up & paid-up capital :

350,000,000 350,000,000
35,000,000 ordinary shares of Tk 10/- each 350,000,000 350,000,000
The Shareholding position of the company are as under :
No. of Percentage 31 December 2016 30 June 2016

Name
Shares (%) Value Value
Mr.Jahangir Alamin 7,364,000 21.04 73,640,000 73,640,000
Mr.Alamgir Shamsul Alamin 7,364,000 21.04 73,640,000 73,640,000
Mr.Arafin Shamsul Alamin 7,364,000 21.04 73,640,000 73,640,000
Mrs.Shahida Alamin 2,770,000 7.91 27,700,000 27,700,000
Mrs.Nargis Alamin 2,770,000 7.91 27,700,000 27,700,000
Mrs. Humaira Alamin 2,770,000 7.91 27,700,000 27,700,000
Euro Trading Limited 1,099,000 3.14 10,990,000 10,990,000
Symphony Trading Limited 1,099,000 3.14 10,990,000 10,990,000
Dream Holdings Limited 100,000 0.29 1,000,000 1,000,000
Mr.Gias Uddin Howlader 1,300,000 3.71 13,000,000 13,000,000
Mehmood Equities Limited 1,000,000 2.86 10,000,000 10,000,000
Total 35,000,000 100 350,000,000 350,000,000
157
Amount in Taka
31-Dec-2016 30-Jun-2016
16 Deferred tax liabilities

Opening Balance 116,240,596 132,764,263
Current Year: (1,098,985) (16,523,667)
Deferred tax on Fixed Asset Note-16.1 (429,426) 114,791
Less: Adjustment of deferred tax Liability on construction profit (669,559) (16,638,458)
115,141,611 116,240,596
16.1 Deferred tax on Fixed Asset

WDV As per Accounts (other than Land) 27,983,598 29,703,723
WDV as per 3rd Schedule of ITO (other
26,878,758 27,371,951
than Land)
Temporary Difference 1,104,840 2,331,772
Applicable Tax Rate 35% 35%
Opening Balance 816,120 701,330
Closing Balance 386,694 816,120
Deferred Tax 429,426 (114,791)
17 Advances against sales of apartments and others
Advances against sales of apartments:
Projects:
Alamin Ajmal Felicita 6,300,000 4,900,000
Alamin City 88,955,216 19,273,816
Alamin Tonmoy 7,500,000 7,500,000
Alamin M.Tower 324,245,657 321,745,657
Alamin Splendor 519,292,000 519,292,000
Alamin Elegance 39,250,000 36,000,000
Alamin Snowdrop 55,243,982 53,643,982
Alamin Paragon 43,060,060 43,060,060
Alamin Grace 95,072,000 81,272,000
Alamin Angur 4,304,000 3,304,000
2,625,249,649 2,435,376,564
Less: Project Closed during the year
Alamin City 88,955,216 -
88,955,216 -
2,536,294,433 2,435,376,564
18 Accounts payable
Payable against Materials 30,159,405 27,668,809
Dues against Labour bill 24,476,177 23,658,016
Design and consultancy fees - 630,594
Generator 1,294,500 463,240
Solar Panel 144,240 -
Lift 1,734,551 -
Electric Sub-station 1,945,762 1,474,762
59,754,635 53,895,422
All payables were incurred as usual in business operation and paid on regular basis.
158
Amount in Taka
31-Dec-2016 30-Jun-2016
19 Term finance
Dhaka Bank Limited,
177,934,591 187,467,563
(Islami Banking Branch, SARA Tower, Dhaka)
177,934,591 187,467,563
Interest Rate:
The loan, in the form of revolving Murabaha Trust Receipt is secured by charge over the investment property and
carrying interest at 11% per annum.
Collateral against loan:
Registered mortgage of 22,351 sft. floor space (Commercial) 3rd floor to 6th floor located at "Alamin Center", 25/A
Dilkusha C/A, P.S Motijheel, Dhaka.
20 Provisions
Provision for income tax Note : 20.1 110,302,875 82,491,248
Provision for loss on constructions (Alamin City) Note: 20.2 - 18,043,867
Provision for registration 21,662,221 9,656,897
Provision for maintenance of handed over projects 167,309 231,157
132,132,405 110,423,169
20.1 Provision for income tax

Current Tax
Opening balance 82,491,248 33,603,629
Add: Adjustment of deferred tax 669,559 16,638,458
83,160,807 50,242,087
Add: Addition during the year Note: 20.1.1 27,142,068 32,249,161
110,302,875 82,491,248
20.1.1 Income Tax

53FF Tax 24,202,424 27,187,284
Tax on Rental Income 2,380,501 4,694,384
Income from others sources 559,143 311,593
27,142,068 32,193,260
20.2 Provision for loss on constructions (Project -Alamin City) 18,074,913 18,043,867
Less: Project closing (18,074,913) -
- 18,043,867
21 Accrued expenses and other payables

Accrued expenses
Provision for audit fee 200,000 230,000
Provision for WPPF Note: 21.1 13,691,344 9,407,592
Bank interest against term finance 21,821,918 12,924,385
Accrued expenses 3,560,759 2,901,951
39,274,021 25,463,928
Other payables
Signing money dues to land owner 120,400,000 120,400,000
Advance receipt from customer for modified work 32,773,641 31,729,642
Security money of investment property 22,392,631 25,536,071
Loan from SACM-3 176,312 176,312
Association fund 875,000 800,000
Payable for flat cancellation - 37,689,135
176,617,584 216,331,160
215,891,605 241,795,088
159
Amount in Taka
31-Dec-2016 30-Jun-2016
21.1 Provision for WPPF
Opening balance 9,407,592 4,191,946
Addition during the year 3,978,005 4,943,169
Interest payable on WPPF 305,747 272,477
13,691,344 9,407,592
22 Net Assets Value Per Share (NAVPS)

Share holders' equity
Share capital 350,000,000 350,000,000
Total shareholders equity 1,537,593,364 1,484,745,914
Total shareholders' equity 1,537,593,364 1,484,745,914

NAVPS = =
No. of shares 35,000,000 35,000,000
= 43.93 42.42
Amount in Taka
31-Dec-2016 31-Dec-2015
23 Revenues from construction
Projects
Alamin City 13,447,089 91,211
Alamin M.Tower 527,083 60,144
Alamin Splendor 34,232,080 19,836,283
Alamin Crimson Glory 6,167,867 52,678.53
Alamin Tulip Garden 6,130,317 173,394
Alamin Super Nova 8,847,812 83,341
Alamin Asha Height 7,000,518 109,939
Alamin Islam Bhaban 425,020 23,465,166
Alamin Tonmoy 17,365,319 398,876
Alamin Paragon 76,620 3,283,468
Alamin Snowdrop 7,630,566 2,824,504
Alamin Grace 6,901,448 6,280,500
Alamin Icon Centre(Siraj Garden) 63,267,017 25,394,990
Alamin Angur 53,867,154 5,122,308
266,279,849 149,842,929
160
Amount in Taka
31-Dec-2016 31-Dec-2015
24 Construction cost
Projects
Alamin City 59,450 206,931
Alamin M.Tower 438,181 50,000
Alamin Splendor 15,369,957 16,449,484
Alamin Haq Heritage 873,565 2,566,948
Alamin Crimson Glory 5,854,345 50,000.80
Alamin Tulip Garden 6,077,419 186,268
Alamin Super Nova 5,502,505 51,830
Alamin Asha Height 6,918,455 108,650
Alamin Islam Bhaban 382,000 23,032,841
Alamin Tonmoy 14,069,060 323,162
Alamin Paragon 76,182 4,042,587
Alamin Snowdrop 6,684,228 2,472,455
Alamin Grace 5,828,309 6,332,171
Alamin Siraj Garden 22,611,594 8,294,411
Alamin Angur 52,922,713 5,032,500
167,066,045 114,504,269
25 Office & administrative expenses

Salary & allowances 5,197,881 5,813,612
MD's Remuneration 600,000 600,000
Printing & stationary 312,476 175,040
Advertisement & publicity 80,000 345,600
Traveling & conveyance 231,540 35,824
Fees & charges 30,361 60,368
Audit fee 100,000 100,000
Entertainment 274,293 129,055
Postage, telephone, telex & fax 155,364 199,861
Fuels, oils & lubricants 527,487 530,630
Repair & maintenance 557,931 48,692
Utilities 458,000 616,001
Holding tax 226,352 226,352
Interest on WPPF 305,747 136,238
Rental charges 69,286 90,400
Office Rent 600,000 600,000
Uniform Making Charge 9,010 -
Internet bill 109,000 118,900
Miscellaneous expenses 18,000 20,000
Depreciation 4,300,876 3,119,347
14,163,604 12,965,920
26 Marketing & distribution expenses

Sales commission 810,500 1,477,704
Total 810,500 1,477,704
161
Amount in Taka
31-Dec-2016 31-Dec-2015
27 Interest and other income
Interest Income Note: 27.1 246,362 105,952
Rental income from investment property 10,039,692 9,574,908
Gain/(loss) on disposal of PPE 561,876 (153,587)
Scrap sales & miscellaneous income 789,313 236,824
11,637,243 9,764,097
27.1 Interest and other income

Interest income 246,362 105,952
Dhaka Bank Ltd-A/C no-1955 5,409 14,208
Premier Bank Ltd-A/C no-1154 48,519 30,980
Prime Bank Ltd;-A/C-54295 13,474 2,066
Islami Bank BD. Ltd. MSND-13712 441 -
Dhaka Bank Ltd-A/C no-242 290 17,640
AB Bank--4021-779999-430 1,992 920
Modhumoti Bank Ltd. C/D-62 35 -
Agrani Bank Ltd STD - 032 (423-1) 4,439 168
UCBL STD AC No- 122-088 2,531 32,889
EBL-172 168,748 6,557
Mutual Trust Bank-A/C-032000348 484 524
28 Finance cost
Interest expenses(Dhaka Bank) 12,264,551 11,191,884
Bank charges 74,295 138,736
Total 12,338,846 11,330,620
29 Income tax provision (Estimated)

Items
Current Tax Expenses Note: 29.1 27,142,068 5,358,249
Deferred Tax income/ (Expense) (429,426) 55,450
26,712,642 5,413,699
Current Tax
29.1 Income from business 24,202,424 3,025,404
Income from house rent Note: 29.1.1 2,380,501 2,266,629
Income from others sources 559,143 66,216
27,142,068 5,358,249
29.1.1 Income Tax Calculation on House Rent Income

Income from House Rent 10,039,692 9,574,908
Less:
30% exempted as Repairs and Maintenance expenses 3,011,908 2,872,472
Holding Tax 226,352 226,352
3,238,260 3,098,824
Net Taxable Income on House Rent 6,801,432 6,476,084
Income Tax there on @35% 2,380,501 2,266,629
30 Earnings Per Share (EPS)

Net profit after tax = 52,847,450 23,821,807
Number of ordinary shares 35,000,000 35,000,000
= 1.51 0.68
162
31 Related party transactions
Nature of 31 December
Name of related party Relationship 31 December 2016
transactions 2015
Managing
Mr.Alamgir Shamsul Alamin Remuneration 600,000 600,000
Director
Inter company
Shamsul Alamin Cotton Mills Ltd Sister Concern 176,312 176,312
current account
Mr.Jahangir Alamin, Mr.Alamgir Director/
Shamsul Alamin & Mr.Arafin Shamsul Office Rent 450,000 450,000
shareholder
Alamin
32 Events after reporting period:
There were no adjusting or non adjusting events after reporting period.
33 General
33.1 Capital expenditure commitment
i) There was no Capital expenditure contracted but not incurred or provided for as on 31-12-2016.
ii) There was no Material Capital expenditure authorized by the Board but not contracted for as on 31-12-2016.
33.2 Claims not acknowledged

There was no claims against the Company not acknowledged as debt as on 31-12-2016.
33.3 Unavailed credit facilities

There were no unavailed credit facilities except those in the ordinary course of business; and disclosed in these
financial statements.
33.4 Contingent Liability

The company had contingent liabilities at the reporting date, which are as follows:
Assessment year Amount Remarks

The company filed an application on ref no.617 of
2011-2012 84,868,903 2015.to the Honorable High Court for relief for the
assessment year 2011-12.
33.5 Directors' responsibility statements

The Board of Directors takes the responsibility for the preparation and presentation of these financial statements.
33.6 Employee details

At the end of the period, there were 128 employees in the Company who all were drawing salaries aggregating
Tk.60,000 or more per year.
31 December 2016 31-Dec-15
Particulars
No of Employee No of Employee
Office Employee's 47 43
Project Employee's 58 74
Total 105 117
33.7 Rounding off

Amounts appearing in these financial statements have been rounded off to the nearest Taka, wherever considered
necessary.
33.8 Rearrange of last year figures

To facilitate comparison, certain relevant balances pertaining to the previous year have been re-arranged or re-
classified whenever considered necessary to conform to current period's presentation.
163
Details of Property, Plant and Equipment, Intangibles and Depreciation thereon
Annex -I
(Amounts in Taka)
Cost/ Restated Depreciation Written down
As at Addition Adjustment/ As at As at Charge Adjustment As at value at
Asset category
01 July during disposal 31 Dec Rate 01 July for during the 31 Dec 31 Dec
2016 the period during the period 2016 % 2016 the period period 2016 2016
Property, plant & equipment:

Tangible Assets:
Construction equipment 17,120,153 1,042,957 18,163,110 20 11,549,421 635,678 12,185,099 5,978,011
Office equipment 4,781,128 - 4,781,128 20 3,005,867 177,470 3,183,337 1,597,791
Furniture & fixtures 443,761 - 443,761 10 148,328 14,770 163,098 280,663
Vehicles 27,406,514 1,309,934 1,700,000 27,016,448 20 12,931,621 2,691,020 1,331,876 14,290,765 12,725,683
Tools 1,625,620 - 1,625,620 20 1,374,705 25,092 1,399,796 225,824
Office decoration 11,168,508 595,983 11,764,491 20 4,850,490 655,047 5,505,537 6,258,954
Total 62,545,684 2,948,874 1,700,000 63,794,558 33,860,433 4,199,077 1,331,876 36,727,633 27,066,926
Intangible assets
ERP software 1,450,000 - 1,450,000 20 431,529 101,799 - 533,328 916,672
Total 1,450,000 - - 1,450,000 431,529 101,799 - 533,328 916,672
Total as at 31 December 2016 63,995,684 2,948,874 1,700,000 65,244,558 34,291,962 4,300,876 1,331,876 37,260,961 27,983,598
Total as at 30 June 2016 57,106,674 8,535,487 1,646,477 63,995,684 28,231,469 6,908,382 847,890 34,291,962 29,703,722
164
Shamsul Alamin Real Estate Ltd.
Alamin Centre, 25/A Dilkusha C/A, Motijheel, Dhaka-1000.
Inventory Stock Report as on 31 December 2016
Annex-II
Alamin Grace
SL No Name of Materials Unit Quantity Value (Tk) Remarks

1 Cement Bags 250 92,500
2 MS Bar ( Rod ) Kgs 8,560 419,280
3 Sand Cft 200 3,000
4 Hardware & Sanitary - - 1,108,417
5 Electric Goods - - 145,260
6 Tiles Materials - - 371,466
7 Other Materials - - 76,298
Total 2,216,221
Alamin Elegance

2 MS Bar ( Rod ) Kgs 50 2,250
3 Hardware & Sanitary - - 829,326
Total 1,453,349
Alamin Rajanigandha

2 MS Bar ( Rod ) Kgs -
3 Sand Cft 223 3,345
Total 493,745
Alamin Snowdrop

1 Cement Bags 2 760
Total 139,570
165
Alamin Icon Centre

2 MS Bar (Rod ) Kgs 2,883 379,131
3 Bricks Nos 7,500 67,000
4 Stone Chips Cft 294 57,330
Total 771,671
Alamin Tonmoy

2 MS Bar ( Rod ) Kgs 400 21,125
3 Other Materials 72,055
Total 136,871
Alamin Haq Haritage

Total 128,137
Alamin Splendour

1 Cement Bags - -
2 MS Bar ( Rod ) Kgs 3,000.00 138,000
3 Bricks Nos - -
Total 346,239
Alamin Metro Centre

2 MS Bar (Rod ) Kgs 2,651 119,870
Total 227,289
166
Alamin Azmal Felicita

1 Cement Bags - -
2 MS Bar (Rod ) Kgs 1,500 64,500
3 Bricks Nos - -
4 Other Materials - 42,225
Total 106,725
Alamin Tulip Garden

Total 80,154
Alamin Millennnium Tower

1 Air condition Nos 20 931,000
Total 931,000
Alamin Apon Heights

Total 159,135
Grand Total 7,190,106
167
(b) Information as is required under section 186 of the Companies Act 1994 relating to holding
company;
SAREL does not have any subsidiary or holding Company.
168
(c) Selected ratios as specified in Annexure D;
Auditors' Certificate regarding the calculation of EPS & other ratio(s) as computed on the basis of the audited financial statements for the year
ended 30 June 2012, 2013,2014,2015,2016 and half yearly ended 31 December 2016
(Selected Ratio as specified in Rule 4(1)(d) - Annexure-D of the Bangladesh Securities and Exchange Commission (Public Issues) Rules, 2015
Amount in Taka
For the half year ended For the year ended
Particulars Formula
31/Dec/16 30/Jun/16 30/Jun/15 30/Jun/14 30/Jun/13 30/Jun/12
Liquidity ratios :
Current ratio (Times) Current assets / Current liabilities 0.57 0.56 0.59 0.66 0.71 0.81
Quick (Acid Test) ratio (Times) (Current assets-Inventories) / Current liabilities 0.57 0.56 0.59 0.65 0.70 0.79
Times interest earned ratio (Times) EBIT / Interest Expense 7.77 5.42 5.28 6.13 5.98 14.21
Debt to equity ratio (Times) Total debt / Total equity 0.13 0.13 0.11 0.11 0.12 0.10
Operating ratios :
Accounts receivable turnover ratio Revenue/Average Accrued Revenue 0.18 0.32 0.41 0.52 0.61 0.92
Inventory turnover ratio (Times) Cost of sales (Construction cost) / Average inventory 23.08 31.06 37.88 31.56 18.82 27.16
Fixed assets turnover ratio (Times) Sales/Average Fixed Assets 0.09 0.16 0.20 0.27 0.32 0.48
Total asset turnover ratio (Times) Turnover / Average total assets 0.06 0.10 0.12 0.15 0.18 0.26
Profitability ratios :
Gross profit margin Gross profit/Turnover 37.26% 31.60% 23.34% 25.76% 30.62% 18.19%
Operating profit margin Operating profit/Turnover 31.64% 24.45% 18.48% 20.70% 24.49% 10.61%
Net Profit Margin (NPATM) Net profit after tax/Turnover 19.85% 15.23% 1.72% 17.17% 18.99% 8.38%
Return on Assets (ROA) Net profit after tax/Average total assets 1.12% 1.51% 0.21% 2.64% 3.40% 2.15%
Return on Equity (ROE) Net profit after tax / Average equity 3.50% 4.58% 0.63% 7.23% 8.37% 4.59%
Net profit after tax attributable to ordinary shareholders / ordinary
Earnings Per Share (Taka) 1.51 1.90 0.25 2.89 3.18 2.96
shares outstanding
Face value per share Share Capital amount/ number of shares 10 10 10 10 10 10
EBITDA Margin EBITDA/Total revenue 27.12% 24.16% 4.02% 20.30% 23.91% 19.77%
Coverage ratios:
Debt to total assets ratio Total debts/Total assets 0.04 0.04 0.04 0.04 0.05 0.04
Debt service coverage ratio (times) Net Operating Income/Total Debt Service 6.45 0.38 0.41 0.75 0.28 0.42
Cash Flow:
Net Operating cash flow per share Cash Flows from Operating Activities/No. of Ordinary Shares 0.04 0.51 0.99 1.44 -0.57 -1.91
Net Operating cash flow per share/EPS Net Operating Cash Flow Per Share/EPS 0.03 0.27 3.93 0.50 -0.18 -0.64
Sd/-
Dated, Dhaka; S. F. Ahmed & Co.
29 March 2017 Chartered Accountants
169
(d) Auditors report under Section 135 (1), Para 24 (1) of Part II of Schedule III of the Companies Act 1994.
We, as the auditor having examined the Financial Statements of Shamsul Alamin Real Estate Limited for the year ended 30 June 2012, 2013, 2014, 2015, 2016 and for the
half year ended 31 December 2016 audited by us and the figures extracted from the financial statements in terms of Section-135 (1) and Para-24 (1) of Part-II of Schedule-
III of the Companies Act, 1994, report that:
A) The statement of assets and liabilities of the company are as follows:

Amount in Taka
30/Jun/12
Property and Assets 31/Dec/16 30/Jun/16 30/Jun/15 30/Jun/14 30/Jun/13
Non-Current Assets 2,997,141,590 2,925,407,118 2,625,877,013 2,420,063,590 2,017,337,376 1,611,058,810
Property, Plant & Equipment 27,066,926 28,685,252 28,645,817 22,034,999 13,745,559 13,794,274
Intangible assets 916,672 1,018,471 229,389 236,736 145,920 182,400
Investment Property 519,844,598 519,844,598 519,844,598 583,280,400 583,280,400 583,280,400
Construction Works in Progress 2,449,313,394 2,375,858,797 2,077,157,209 1,814,511,455 1,420,165,497 1,013,801,736
Current Assets 1,777,601,054 1,704,537,198 1,562,187,535 1,684,336,043 1,518,170,223 1,399,629,433
Inventories of Materials 7,190,106 7,288,757 11,946,624 8,870,916 18,795,919 24,389,124
Accrued Revenue 1,539,911,155 1,454,084,991 1,316,038,834 1,197,352,217 1,054,214,215 874,911,830
Advances, Deposits & Pre-Payments 176,017,751 175,078,161 196,072,202 441,013,917 186,321,553 229,788,312
Investment in New Project 49,898,057 30,523,136 31,108,961 30,043,455 251,616,840 252,246,740
Rental Receivable from Investment property 678,317 845,576 936,551 4,634,937 4,374,238 2,064,802
Cash & Cash Equivalents 3,905,668 36,716,577 6,084,363 2,420,601 2,847,458 16,228,625
Total Assets 4,774,742,644 4,629,944,316 4,188,064,548 4,104,399,633 3,535,507,599 3,010,688,242
Shareholders' Equity & Liabilities
Shareholders' Equity 1,537,593,364 1,484,745,914 1,418,246,490 1,409,395,186 1,383,804,840 1,272,594,592
Share capital 350,000,000 350,000,000 350,000,000 350,000,000 350,000,000 350,000,000
Non-Current Liabilities 115,141,611 116,240,596 132,764,263 131,788,365 - -
Deferred tax liabilities 115,141,611 116,240,596 132,764,263 131,788,365 - -
Current Liabilities 3,122,007,669 3,028,957,806 2,637,053,795 2,563,216,082 2,151,702,759 1,738,093,651
Advance against Sale of Apartments 2,536,294,433 2,435,376,564 2,154,685,888 2,016,256,925 1,755,444,398 1,347,409,174
Accounts Payable 59,754,635 53,895,422 68,557,033 65,483,090 63,335,025 66,505,525
Term Finance 177,934,591 187,467,563 141,314,186 138,205,283 152,902,722 121,730,505
170
Provisions 132,132,405 110,423,169 58,893,593 63,127,136 98,887,164 69,438,256
Accrued Expenses and Other Payables 215,891,605 241,795,088 213,603,095 280,143,648 81,133,450 133,010,190
Total Liabilities & Shareholders' Equity 4,774,742,644 4,629,944,316 4,188,064,548 4,104,399,633 3,535,507,599 3,010,688,242
Net Assets Value Per Share (NAVPS) 43.93 42.42 40.52 40.27 39.54 36.36
B) The statement of operating results of the company are as follows:
01 July 2016 01 July 2015 01 July 2014 01 July 2013 01 July 2012 01 July 2011
Particulars to to to to to to
31 Dec 2016 30 June 2016 30 June 2015 30 June 2014 30 June 2013 30 June 2012
Revenues from construction 266,279,849 436,706,539 514,244,288 588,157,970 585,666,146 668,537,535
Gross Profit 99,213,804 138,004,950 119,999,415 151,528,335 179,302,385 121,581,174
Operating Expenses (14,974,104) (31,248,391) (24,979,573) (29,782,890) (35,845,930) (50,676,136)
Office & Administrative Expenses (14,163,604) (29,349,595) (24,179,573) (28,782,890) (33,890,930) (44,972,070)
Marketing & Distribution Expenses (810,500) (1,898,796) (800,000) (1,000,000) (1,955,000) (5,704,066)
Operating Profit 84,239,700 106,756,560 95,019,842 121,745,445 143,456,455 70,905,038
Non-Operating Income 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545
Interest and Other Income 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545
Loss on discontinued project - - (3,265,769) - - -
Non Operating Expenses (12,338,846) (23,494,162) (20,361,968) (22,271,093) (27,697,995) (6,300,777)
Financial Expenses (12,338,846) (23,494,162) (20,361,968) (22,271,093) (27,697,995) (6,300,777)
Profit before tax and WPPF 83,538,097 103,806,547 83,838,927 114,178,302 137,954,674 83,243,806
Provission for WPPF (3,978,005) (4,943,169) (4,191,946) - - -
Fair value loss - - (63,435,802) - - -
Net Profit Before Tax 79,560,092 98,863,378 16,211,179 114,178,302 137,954,674 83,243,806
Income Tax Provision (26,712,642) (32,363,953) (7,359,875) (13,206,401) (26,744,425) (27,224,120)
Current Tax (27,142,068) (32,249,162) (6,383,976) (12,944,849) (26,744,425) (27,224,120)
Deferred Tax 429,426 (114,791) (975,898) (261,552)
Net Profit After Tax 52,847,450 66,499,425 8,851,304 100,971,901 111,210,249 56,019,686
Add: Fair value Gain on Investment Property - - - - - 47,504,280
171
Net profit attributable to ordinary share holder 52,847,450 66,499,425 8,851,304 100,971,901 111,210,249 103,523,966
Number of share outstanding 35,000,000 35,000,000 35,000,000 35,000,000 35,000,000 35,000,000
Earning Per Share (EPS) 1.51 1.90 0.25 2.88 3.18 2.96
i) Dividend
Particulars 31/Dec/16 30/Jun/16 30/Jun/15 30/Jun/14 30/Jun/13 30/Jun/12
Cash dividend - - - - - -
Stock dividend - - - - - -
ii) The company was incorporated as private company limited by shares under the Companies Act 1994, on 03 October 1992 and subsequently converted into public limited
company on 11 October 2010. The share of the Company was denominated from Tk. 1,000 to Tk. 10 per share as on 30 November 2009.
iii) The company has no subsidiary company.
iv) The company did not prepare any accounts for any period subsequent to 31 December 2016.
v) Figures related to previous years have been rearranged where considered necessary.
C. The statement of cash flows of the company are as follows:

01 July 2016 01 July 2015 01 July 2014 01 July 2013 01 July 2012 01 July 2011
Particulars to to to to to to
31 Dec 2016 30 June 2016 30 June 2015 30 June 2014 30 June 2013 30 June 2012
A. Cash flows from operating activities:
Collection received from Customers 189,873,085 280,690,676 241,464,574 308,664,329 814,398,985 810,307,424
Payments for Creditors & Other Expenses (186,076,820) (277,786,135) (214,343,130) (259,379,873) (844,973,171) (893,660,101)
Cash Generated from Operating activities 3,796,265 2,904,541 27,121,444 49,284,456 (30,574,186) (83,352,677)
Other income received 11,242,626 20,788,711 16,103,008 14,443,251 19,886,777 17,451,838
Payment of Advance Income Tax (TDS) (13,481,719) (5,723,993) (8,405,313) (13,385,258) (9,191,747) (850,993)
Net cash flows from operating activities: 1,557,171 17,969,259 34,819,139 50,342,449 (19,879,156) (66,751,832)
B. Cash Flows from Investment activities:

Acquisition of Fixed Assets (2,948,874) (8,535,487) (11,638,645) (3,094,239) (3,364,007) (4,158,394)
Proceed from disposal of PPE 930,000 645,000 183,000 - - -
Investment in New Project (19,374,921) 585,825 (1,065,506) (20,520,250) 629,900 (58,177,886)
Net cash flow from investment activities: (21,393,795) (7,304,662) (12,521,151) (23,614,489) (2,734,107) (62,336,280)
C. Cash flows from financing activities:

172
Term finance received/ (refund) (9,532,972) 46,153,377 3,108,903 (14,697,439) 31,172,217 112,932,658
Bank Interest paid (3,441,313) (26,185,760) (21,743,130) (12,457,378) (21,940,120) (6,300,777)
Net cash flows from financing activities (12,974,285) 19,967,617 (18,634,227) (27,154,817) 9,232,097 106,631,881
D. Net cash inflow/outflows from (A+B+C) (32,810,909) 30,632,214 3,663,761 (426,857) (13,381,166) (22,456,230)
E. Opening Cash & Cash equivalent 36,716,577 6,084,363 2,420,601 2,847,458 16,228,625 38,684,855
F. Ending Cash & Cash equivalent 3,905,668 36,716,577 6,084,362 2,420,601 2,847,459 16,228,625
Net Operating Cash flow Per Share (OCPS) 0.04 0.51 0.99 1.44 (0.57) (1.91)
Sd/-
Dated, Dhaka; S. F. Ahmed & Co.
29 March 2017 Chartered Accountants
173
(d) Financial spread sheet analysis for the latest audited financial statements;

Statement of Financial Position
As at 31th December, 2016
Particulars Amount(BDT) Percentage (%)

ASSETS
NON- CURRENT ASSETS: 2,997,141,590
Property, Plant & Equipment 27,066,926 0.57%

Intangible assets 916,672 0.02%
Investment property 519,844,598 10.89%
Construction works in progress 2,449,313,394 51.30%
CURRENT ASSETS 1,777,601,054
Inventories of materials 7,190,106 0.15%

Accrued revenue 1,539,911,155 32.25%
Advances, deposits & pre-payments 176,017,751 3.69%
Investment in new projects 49,898,057 1.05%
Rental receivable from investment property 678,317 0.01%
Cash & Cash Equivalents 3,905,668 0.08%
TOTAL ASSETS 4,774,742,644
Capital and Reserve: 1,537,593,366

Share Capital 350,000,000 7.33%
Retained Earnings 1,187,593,366 24.87%
NON- CURRENT LIABILITIES: 115,141,610

Deferred Tax Liabilities 115,141,610 2.41%
CURRENT LIABILITIES 3,122,007,669

Advances against sales of apartments 2,536,294,433 53.12%
Accounts payable 59,754,635 1.25%
Short Term Finance 177,934,591 3.73%
Provisions 132,132,405 2.77%
Accrued expenses and other payables 215,891,605 4.52%
TOTAL EQUITY AND LIABILITIES 4,774,742,644
174
Particulars Amount (BDT) Percentage (%)
Turnover 266,279,849
Construction Cost (167,066,045)
Gross Profit 99,213,804
Operating Expenses 14,974,104
Office & administrative expenses (14,163,604) 5.32%
Marketing & distribution expenses (810,500) 0.30%
Operating Profit 84,239,700
Interest and other income 11,637,243 -4.37%
Finance cost (12,338,846) 4.63%
Net Profit Before Tax & WPPF 83,538,097
Less: Workers' Profit Participation Fund (3,978,005) 1.49%
Net Profit Before Tax 79,560,092
Income Tax Expenses 26,712,641
Provision for Income Tax (27,142,068) 10.19%
Deferred Tax 429,427 -0.16%
Net Profit After Tax 52,847,451
175
(f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares) in
addition to the weighted average number of shares basis. Future projected Net Income should
not be considered while calculating the weighted average EPS
Particulars Amount in BDT

For the period As at 30 June
ended 31 Dec 2016
2016
Net Profit after Tax 52,847,450 66,499,424
Total existing number of share 35,000,000 35,000,000
Weighted average number of share 35,000,000 35,000,000
Earnings per share (EPS) - Fully Diluted Basis 1.51 1.90
Earnings per share (EPS) - Weight average no. of share Basis 1.51 1.90
(g) All extra-ordinary income or non-recurring income coming from other than core operation
should be shown separately while showing the Net profit as well as the Earnings Per Share;
Amount in BDT
For the period
Particulars As at 30 June
ended 31 Dec
2016
2016
Profit before Tax 79,560,092 98,863,377
Less: Other Income (11,637,243) (20,544,149)
Profit before tax except other income 67,922,849 78,319,228
Less: Provision for Taxation (27,142,068) (32,249,162)
Less: Deferred Tax Expenses 429,426 (114,791)
Net profit after tax except other income 41,210,207 45,955,275
Total existing number of share 35,000,000 35,000,000
Earnings per share (EPS) 1.18 1.31
(h) Quarterly or Half-yearly EPS should not be annualized while calculating the EPS;
The company could not consider annualized EPS for calculation of half-yearly EPS
(i) Net asset value (with and without comsidering revaluation surplus / reserve) per unit of the
securities being offered at the date of the latest audited statement of financial position;
Amount in BDT
For the period
Particulars As at 30 June
ended 31 Dec
2016
2016
Share capital 350,000,000 350,000,000
Total shareholders Equity 1,537,593,364 1,484,745,914
Total Number of Ordinary Share 35,000,000 35,000,000
Net Asset Value (NAV) at BDT 10.00 per Shares 43.93 42.42
176
(k) Following statements for the last five years of any shorter period of commercial operation
certified by Auditors:-
i. Statement of long term and short term borrowings including borrowing from related party or
connected persons with rate of interest and interest paid/accrued;
ii. Statement of principal terms of secured loans and assets on which charge have been created
against those loans with names of lenders, purpose, sanctioned amount, rate of interest,
primary security, collateral/other security, re-payment schedule and status;
iii. Statement of Unsecured Loans with Terms & Conditions;
iv. Statement of Inventories showing amount of Raw Material, Packing Material, Work-in-Process and
Finished Goods, Consumable Items, Store & Spare Parts, Inventory of Trading Goods etc.
v. Statement of Rental receivables showing receivable from related party and connected persons;
vi. Statement of any Loan given by the Issuer including Loans to Related Party or Connected
Persons with Rate of Interest and Interest Realized/Accrued;
vii. Statement of Other Income showing Interest, Dividend Income, Discount Received, Other Non-
operating Income;
viii. Statement of Turnover showing separately in Cash and through Banking Channel;
ix. Statement of Related Party Transactions;
x. Reconciliation of business income shown in tax return with net income shown in audited
financial statements;
xi. Confirmation that all Receipts and Payments of the Issuer above Tk. 500,000/- (five lac) were
made through Banking Channel;
xii. Confirmation that Bank Statements of the Issuer are in Conformity with its Books of Accounts;
xiii. Statement of payment status of Tax, VAT and other taxes/duties;
177
(i) Auditors Certificate regarding statement of long term and short term borrowings including
borrowing from related party or connected persons with rate of interest and interest paid/accrued;
After due verification, we certify that the Long Term and Short Term Borrowings Including Borrowing from Related
Party or Connected Persons of Shamsul Alamin Real Estate Limited for the year ended June 30, 2012 to 2016
and period ended December 31, 2016 made up as follows:
For the period ended December 31, 2016:
Balance as on
Interest Interest
Name of the Nature of Nature of 31 Interest
Expense Accrued
Parties Relationship Borrowings December, Rate (%)
(BDT) (BDT)
2016
Dhaka Bank Term
Limited Business 177,934,591 11% 12,264,551 21,821,918
finance
Shamsul Alamin Sister

Loan - - -
Cotton Mills concern 176,312
Grand Total 178,110,903 12,264,551 21,821,918
For the year ended June 30, 2016:

Balance as Interest Interest
Name of the Nature of Nature of Interest
on 30th Expense Accrued
Parties Relationship Borrowings Rate (%)
June, 2016 (BDT) (BDT)
Dhaka Bank Term
Business 187,467,563 11% 12,924,385
Limited finance 23,296,787
Shamsul Alamin Sister

Loan 176,312 - - -
Cotton Mills concern
Grand Total 187,643,875 23,296,787 12,924,385
For the year ended 30 June, 2015:
Interest Interest
Nature of Nature of Balance as on Interest
Name of the Parties Expense Accrued
Relationship Borrowings 30 June, 2015 Rate (%)
th
(BDT) (BDT)
Dhaka Bank
Limited Business Term finance 141,314,186 15% 20,233,809 15,615,983
Shamsul Alamin
Sister concern Loan - - -
Cotton Mills 176,312
Grand Total 141,490,498 20,233,809 15,615,983
178
Interest Interest
Nature of Nature of Balance as on Interest
Name of the Parties Expense Accrued
Relationship Borrowings 30 June, 2014 Rate (%)
th
(BDT) (BDT)
Dhaka Bank
Business Term finance 138,205,283 15% 22,168,246 16,997,145
Limited
Shamsul Alamin
Sister concern Loan 10,832,312 - - -
Cotton Mills
Grand Total 149,037,595 22,168,246 16,997,145

Balance as Interest Interest Interest

Name of the Nature of Nature of
on 30th June, Rate Expense Accrued
Parties Relationship Borrowings
2013 (%) (BDT) (BDT)
Dhaka Bank
Business Term finance 152,902,722 17% 27,617,380 7,183,430
Limited
Grand Total 152,902,722 27,617,380 7,183,430
Interest Interest Interest

Name of the Nature of Nature of Balance as on
Rate Expense Accrued
Parties Relationship Borrowings 30th June, 2012
(%) (BDT) (BDT)
Dhaka Bank Term
Business 121,730,505 17% 6,300,777 1,425,555
Limited finance
Grand Total 121,730,505 6,300,777 1,425,555
Place: Dhaka S.F. AHMED & CO.

Date: 29 March 2017 Chartered Accountants
179
(ii) Auditors Certificate regarding statement of principal terms of secured loans and assets on which
charge have been created against those loans with names of lenders, purpose, sanctioned amount,
rate of interest, primary security, collateral/other security, re-payment schedule and status;
This is to certify that Shamsul Alamin Real Estate Limited undertook secured loans and assets with
the following principal terms for the year ended June 30, 2012 to June 30, 2016 and period ended
December 31, 2016. Details are described below:
Particulars Dec. 31, 2016 2015-16 2014-15 2013-14 2012-13 2011-12

Names of
lenders
Purpose Working capital
Status of Asset Registered mortgage of 22,351 sft. floor space(Commercial) 3rd floor to 6th floor located
Charged at "Alamin Center", 25/A Dilkusha C/A, P.S Motijheel, Dhaka
Sanctioned
250,000,000 - 250,000,000 200,000,000 200,000,000 150,000,000
Amount
Rate of Interest 11% 11% 15% 15% 17% 17%
Primary
Security/ Registered mortgage of 22,351 sft. floor space(Commercial) 3rd floor to 6th floor located
Collateral/Other at "Alamin Center", 25/A Dilkusha C/A, P.S Motijheel, Dhaka
Security
Re-payment
8 29 52 56 114 24
schedule
Status (Current
177,934,591 187,467,563 141,314,186 138,205,283 152,902,722 121,730,505
Balance)

180
(iii) Auditors Certificate regarding Statement of Unsecured Loans with Terms & Conditions
This is to certify that Shamsul Alamin Real Estate Limited has not taken any unsecured loan from any
person/body/related party from 01 July 2012 to 31 December, 2016, except the loan from related party
mentioned below:
Name of the Nature of Dec. 31,

Relationship 2015-16 2014-15 2013-14 2012-13 2011-12
Person/s Transaction 2016
Shamsul
Alamin
Sister Concern Loan 176,312 176,312 176,312 10,832,312 - -
Cotton Mills
Ltd
176,312 176,312 176,312 10,832,312 - -

Grand total

(iv) Auditors Certificate Statement of Inventories showing amount of Raw Material, Packing
Material, Work-in-Process and Finished Goods, Consumable Items, Store & Spare Parts, Inventory
of Trading Goods etc.
This is to certify that Shamsul Alamin Real Estate Limiteds inventory of materials for the year
ended June 30, 2012 to June 30, 2016 and period ended December 31, 2016 are as follows:
Amount in BDT
Particulars of Dec. 31,
30.06.2016 30-06-2015 30-06-2014 30-06-2013 30-06-2012
Inventory 2016
Inventories of
7,190,106 7,288,757 11,946,624 8,870,916 18,795,919 24,389,124
Materials
Total 7,190,106 7,288,757 11,946,624 8,870,916 18,795,919 24,389,124

181
(v) Auditors Certificate regarding Statement of Trade receivables showing
receivable from related party and connected persons
This to certify that Shamsul Alamin Real Estate Limited had no trade receivables from any related party
and connected persons for the year June 30, 2012 to June 30, 2016 and period ended December 31, 2016.

(vi) Auditors Certificate regarding Statement of any Loan given by the Issuer including Loans
to Related Party or Connected Persons with Rate of Interest and Interest Realized/Accrued;
This is to certify that there is no such loan given by the Shamsul Alamin Real Estate Limited including
loans to related party or connected persons hence there is no interest realized or accrued for the year
ended June 30, 2012 to June 30, 2016 and period ended December 31, 2016.

182
(vii) Auditors Certificate regarding Statement of Other Income showing Interest, Dividend
Income, Discount Received, Other Non-operating Income;
This is to certify that Shamsul Alamin Real Estate Limiteds interest income, dividend income,
rental income & other non-operating income for the year ended June 30, 2012 to June 30,
2016 and period ended December 31, 2016 are as follows:
Amount in BDT
Dec. 31,
Particulars 2015-16 2014-15 2013-14 2012-13 2011-12
2016
Interest income 246,362 253,649 453,370 341,747 1,389,583 2,026,190
Dividend income - - - - - -
Discount received - - - - - -
Rental Income 10,039,692 19,807,470 11,699,246 13,849,550 20,594,653 15,767,600
Other non-
operating income 1,351,189 483,030 294,206 512,653 211,977 845,755
(Spare, Parts etc)
Grand Total 11,637,243 20,544,149 12,446,822 14,703,950 22,196,213 18,639,545

(viii) Auditors Certificate regarding Statement of Turnover showing separately in Cash

and through Banking Channel;
This is to certify that Shamsul Alamin Real Estate Limited has recognized their revenue as per BAS
11 Construction Contracts and the amount was duly collected through banking channel.

183
(ix) Auditors Certificate Regarding Related Party Transactions;
This is to certify that the Financial Statements of the SAREL furnished for our audit does not have any
transaction for the year ended June 30, 2012 to June 30, 2016 and period ended December 31, 2016 or
any proposed transaction, between the issuer and any of the following persons:
I. Any director or sponsor or executive officer of the issuer;

II. Any person holding 5% or more of the outstanding shares of the issuer;
III. Any related party or connected person of any of the above persons;
Except the transactions described in the following table:
Amount in BDT
Nature of
Relationship Dec. 31,
Transaction 2015-16 2014-15 2013-14 2012-13 2011-12
2016
Shamsul Alamin
Sister Loan 176,312 176,312 176,312 10,832,312 - -
Cotton Mills Ltd
Concern
Mr.Alamgir Shamsul Managing Remuneration -
600,000 1,200,000 1,200,000 1,214800 -
Alamin Director
Mr.Jahangir Alamin Chairman Office rent - 585,600 585,600 -
- -
Mr.Alamgir Shamsul Director Office rent -
- 585,600 585,600 - -
Alamin
Mr.Arafin Shamsul Director Office rent -
- 585,600 585,600 - -
Alamin
Director Loan from 7,595,117
Shahida Alamin - - - - -
Director
Grand Total 776,312 3,133,112 3,133,112 12,047,112 - 7,595,117
Sd/-
184
(x) Auditors Certificate regarding statement of business income shown in tax return with
net income shown in audited financial statements;
This is to certify that Shamsul Alamin Real Estate Limiteds net taxable income for the year ended June
30, 2012 to June 30, 2016 and period ended December 31, 2016 are as follows:
Amount in BDT
Particulars Dec. 31,
2015-16 2014-15 2013-14 2012-13 2011-12
2016
Income Shown 68,169,211 78,572,877 4,217,727 99,816,098 117,148,044 64,604,261
in Audited
Financial
Statement
Add: Accounting 4,300,876 6,908,383 4,894,375 5,546,295 3,449,202 3,470,510
Depreciation
Less: 3,073,944 7,236,355 6,792,087 5,652,382 - -
Depreciation as
per tax Base
Add: Other 11,390,881 20,290,500 11,993,452 14,362,203 20,806,630 18,639,545
income
Net taxable 80,787,024 98,535,405 14,313,467 114,072,214 141,403,876 86,714,316
income
Net taxable N/A Submitted Assessment 128,273,519 142,367,640 92,065,201
income as per under
assessment order process

185
(xi) Auditors Certificate regarding Confirmation that all Receipts and Payments of the Issuer
above Tk. 500,000/- (five lac) were made through Banking Channel;
After due verification we confirm that all receipts and payments above Tk. 500,000/- (five lac) were
made through banking channel by Shamsul Alamin Real Estate Limited for the year ended June 30,
2012 to June 30 2016 and period ended December 31 2016.

(xii) Auditors Certificate regarding Confirmation that Bank Statements of the Issuer are in
Conformity with its Books of Accounts;
This is to certify that bank statements of Shamsul Alamin Real Estate Limited are in conformity with its
books of accounts for the year ended June 30, 2012 to June 30, 2016 and period ended December 31,
2016.

186
(xiii) Auditors Certificate regarding statement of payment status of Tax, VAT and other
taxes/duties
This is to certify that Shamsul Alamin Real Estate Limited paid Tax, VAT & other taxes/duties for the
year ended June 30, 2012 to 2016 and period ended December 31, 2016 as per government rule. The payment
status of Tax, VAT & other taxes/duties for those years are as follows:
Payment Status
Particulars
Dec. 31, 2016 2015-16 2014-15 2013-14 2012-13 2011-12
TAX 13,481,719 5,723,993 8,405,313 13,385,258 9,191,747 850,993
VAT 51,66,566 23,18,827 18,00,964 23,10,364 5,33,903 84,000

Other
- - - - - -
taxes/duties
Grand total 18,648,285 8,042,820 10,206,277 15,695,622 9,725,650 934,993

187
CREDIT RATING REPORT SECTION:XXVII
REPORT: RR/13474/17
Address: This is a credit rating report as per the provisions of the Credit Rating Companies Rules 1996. CRISLs entity
rating is valid one year for long-term rating and 6 months for short term rating. CRISLs Bank loan rating
CRISL (blr) is valid one year for long term facilities and up-to 365 days (according to tenure of short term facilities)
for short term facilities. After the above periods, these ratings will not carry any validity unless the entity
Nakshi Homes goes for surveillance.
(4th & 5th Floor) CRISL followed Corporate Rating Methodology published in CRISL website www.crislbd.com
6/1A, Segunbagicha,
Dhaka-1000 Date of Rating: March 20, 2017 Valid up to: March 19, 2018
Tel: 9530991-4 Long Term Short Term

Surveillance Rating A ST-3
Fax: 88-02-953-0995 Outlook Stable
Bank Facilities Rating
Email: Bank/FI Mode of Exposures (Figures in million) Ratings
crisldhk@crislbd.com
Dhaka Bank Ltd. *WCL-230.00 blrA
*WCL-Working Capital Limit
Rating Contact:
1.0 RATIONALE
Md. Tanzirul Islam
CRISL has reaffirmed A (pronounced as single A) rating in the Long Term and
tanzir@crislbd.com
ST-3 rating in the Short Term to Shamsul Alamin Real Estate Limited (SAREL)
on the basis of its financials and other relevant qualitative & quantitative
information up to the date of rating.
Analysts:
The assigned rating reflects a well known concern of Shamsul Alamin Group
engaged in the real estate sector with heightened focus on construction of high
Md. Shohel Khan rise residential building, trade centre, commercial and commercial-cum
residential apartments in posh areas of Dhaka city with positive image in the
shohel@crislbd.com market due to its quality assured buildings and apartments, good location of the
completed and ongoing projects, stable financial performance, experienced
management team, consistent earnings as well cash flow generation. Risk factors
include short term debt base capital structure, exposure to funding and utility
supply risk as well as industry specific and some macro economic factors.
Md. Zillur Rahman
zillur@crislbd.com
SAREL is a front footed real estate company having good exposure in high valued
projects in commercially important areas. Financial performance has been found
almost stable during the period under surveillance. Both gross and net profit
margin and other profitability indicators have been found good. It is evident from
DSCR and ICR that its solvency to meet up financial obligations was good and
stood at 7.80X and 7.45X during Jul16-Dec16. Moreover, the company has
planned to raise capital of Tk.800.00 million shares through Initial Public
Offerings (IPO) subject to approval from regulatory authority.
The Long Term rating implies that entities rated in this category are adjudged to
offer adequate safety for timely repayment of financial obligations. This level of
rating indicates a corporate entity with an adequate credit profile. Risk factors are
more variable and greater in periods of economic stress than those rated in the
higher categories. The Short Term rating indicates good certainty of timely
repayment. Liquidity factors and company fundamentals are sound. Although
ongoing funding needs may enlarge total financing requirements, access to
188
i. financial market is good with small risk factors.
CRISL also views the company with Stable Outlook for its steady business
growth and consistent fundamentals and believes that the company will be able
to maintain its fundamentals with the same trend in foreseeable future.
2.0 CORPORATE PROFILE
2.1 The Genesis

Shamsul Alamin Real Estate Limited, a sister unit of Shamsul Alamin Group was
incorporated on October 03, 1992 as a private limited company under the
Companies Act 1913 with an objective to carry out the business of real estate and
SHAMSUL ALAMIN other related businesses. Subsequently the company was converted into public
REAL ESTATE limited company on October 11, 2010. Shamsul Alamin Group is known for its
LIMITED wide exposures in different sectors such as textile and real estate as well as in
other ancillary operations. The company has successfully completed 13 projects
up to December 31, 2016 and is running its operations with ongoing projects of
19 nos at different locations in Dhaka city. SAREL is a member of Real Estate
ACTIVITY Housing Association of Bangladesh (REHAB) and its membership no. is 165
(2003). The authorized capital and paid-up capital of the company stood at
Real Estate Tk.1.00 billion and Tk.350.00 million respectively as on December 31, 2016. The
company has earned of Tk.266.28 million and made Net Profit After Tax (NPAT)
of Tk.52.85 million during JulyDec16. Mr. Jahangir Alamin is leading the
company as Chairman of the Board while Mr. Alamgir Shamsul Alamin is heading
the management team as the Managing Director (MD). The Company has been
DATE OF carrying out its business from its own Head Office located at Alamin Centre, 25/A,
INCORPORATION Dilkusha Commercial Area, Dhaka-1000 and branch office situated at H#10
R#22, Block#K, Banani, Dhaka.
October 3, 1992
2.2 Ownership Pattern

The ownership of SAREL is concentrated within seven prominent businessmen
and four business institutions of the country. SAREL initially started as a private
limited company sponsored by the members of the same family. Subsequently
CHAIRMAN SAREL has been converted into a public limited company, however, the ownership
Jahangir Alamin
of SAREL is highly concentrated to the same family members. The sponsors are
highly involved in the day to day operations of the business. A summary of the
ownership pattern is outlined below:
SL Name Designation No. of Extent of Share

No. Shares (%)
MANAGING 1 Mr. Jahangir Alamin Chairman 7,364,000 21.04
DIRECTOR 2 Mr. Alamgir Shamsul Managing 7,364,000 21.04
Alamin Director
Alamgir Shamsul
3 Mr. Arafin Shamsul Director 7,364,000 21.04
Alamin
Alamin
4 Mrs. Shahida Alamin Director 2,770,000 7.91
5 Mrs. Nargis Alamin Shareholder 2,770,000 7.91
6 Mrs. Humaira Alamin Shareholder 2,770,000 7.91
7 Euro Trading Limited Shareholder 1,099,000 3.14
EQUITY 8 Symphony Trading Shareholder 1,099,000 3.14
Limited
Tk.1,537.59 Million 9 Mr. Gias Uddin Shareholder 1,300,000 3.71
Howlader
10 Mehmood Equities Shareholder 1,000,000 2.86
Limited
11 Dream Holdings Limited Shareholder 100,000 0.29
Total 35,000,000 100.00
TOTAL ASSETS
Tk.4,774.74 Million 3.0 BUSINESS ANALYSIS
3.1 Business Profile

SAREL is widely focused in the Real Estate business which includes land
developments, construction of apartments, construction of commercial and
shopping mall complex, and providing architectural and civil engineering
consultancy services. From inception, it concentrated its operation towards
developing low-rise and high-rise residential and commercial complexes. The
company has a good profile of completed projects in different parts of Dhaka city.
Most of the projects have been constructed for residential usage. The
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development concentration locations for the company are Paltan, Fakirapool,
Kakrail, Shyamoli, Mirpur Uttara, Gulshan, Baridhara, Banani, Niketan etc. The
company has already completed 13 projects whereas the company has 19
ongoing projects. SAREL has gained a positive image in the market due to their
quality assured buildings and apartments and good location of the projects which
also helped to enhance this image further.
3.2 Infrastructural and Construction Facilities
The company is moderately equipped with construction and infrastructures
facilities. The company has six floors of 30,066 sqft. in Alamin Centre at 25/A,
Dilkusha C/A, Dhaka of which assessed value has been declined to Tk.519.84
Public limited
company
million as on June 30, 2015 from Tk.583.28 million as on June 30, 2014 through
second time revaluation by Ata Khan & Co. Chartered Accountants. The company
has moderate equipments of its own to handle projects, however, SAREL appoints
sub contractors for construction periods. Besides, in order to support its ongoing
activities SAREL has contractual arrangement with different construction
companies to outsource work in times of necessity. Major items of construction
equipment includes Mixture Machine, Nozzle, Vibrator Machine (diesel & electric),
Water Pump, Water Tank, Submersible Pump, Drill machine, Generator, Grinding
machine, Steel shutter, Column shutter, Beam shutter etc. The company has
been adding construction equipments to its operation every year to cope with
increasing volume of business. Written down value of construction equipment was
Tk.5.98 million as on December 31, 2016. The company has its own architects for
design purpose and listed outsider renowned architectural firms
3.3 Operational Strategy
SAREL operates their projects under a set of strategies as implemented by the
company management. Operational strategy of the company is segregated into
pre construction stage, construction stage and post construction stage. In the pre
construction stage, the company generally forms an agreement with the land
owner. Then the company carries out soil survey of the project. When the
surveys are done then the company does architectural, structural, plumbing and
the electrical designs. After the finalization of the designing tasks, the company
submits plan to Rajdhani Unnayan Kortipakhkha (RAJUK). Once clearance is
acquired from RAJUK, the company is given vacant land after demolishes the
existing infrastructure on the land. SAREL then notifies RAJUK about the start of
the process and later collects the building permit from the same. The company
pays a significant portion of money to the landowners immediately after signing
the contract. In terms of late handover, the company pays rental to the land
owners as their accommodation expense. The company has their own booking
and recovery system like other companies operating in the industry.
3.3 Project Management
The overall project management of SAREL starts with a project planning where
the total project scope is determined and defined. Several meetings are arranged
for decision making about the first blush plan. Technical scope is established and
basic areas of performance and responsibilities are proposed and approved by the
participants and the top management. Then an estimation of cost and allocation
of resources are made in the form of project budgeting where the prospective
profit and loss relating to a project is determined. Some related factors like
inflation, differential changes in cost factors etc. are adjusted with the budget.
Then scheduling process is carried out to co-ordinate the overall project.
Immediately after scheduling, allocation of resources is properly done. Regular
monitoring process is carried out in the projects. Monitoring process involves
collecting, recording and reporting information by the project engineer. The
construction work includes site mobilization, arrangement of accommodation and
sanitary facility for the workers and staff, adoption of safety and security
measure. There are also some specific requirements of documentation.
Preparation of regular material requisition notes, maintenance of daily work
register, preparation of monthly stock statements and surveillance on quality of
works involves the various documentation processes. Periodic inspection by
accounts from Head Office is done as well as total process is reviewed under the
senior management of the company. Proper and adequate safety and security on
the project site is assured by the company.
3.4 Procurement
The company procures raw material and other accessories at different stages of
construction from different suppliers. The company has built and maintained long
standing relationship with a significant no. of suppliers to reduce single supplier
dependency. The company usually has delivery of goods on credit. The details of
the company suppliers can be presented as follows:
Name of the material Name of the supplier
190
Bricks Rimo, SBMC, Runner, Nirvana
Cement Shah, Seven Circle, Lafarge, Cemex, Holcim
etc.
Rod BSRM, Magnum, Rahim
Cable BRB, Paradise, Super Sign
Paint Berger, Dulux, Asian, Elite
Ready Mix Shah RMC, Borak RMC, NDE
Sanitary RAK, Sajan, Stella
Tiles RAK, Star,
Elevator Maan, Mitsubishi, Orbit
Generator Cross World, Run Power, Energypac
Sub-Station Navana, Mumpower
3.5 Safety Measures on Operation

SAREL is operating their projects with adequate safety and security measures
which are in line with the industry. Safety of the projects is categorized into
seven categories. The categories involve safety for project workers, for
electrification equipment and operation, for construction machinery, for fire
during project work, for fire after the handover, for preventing health hazards, for
protecting theft. Personal safety equipments involve using helmets, safety
goggles, gloves, boots and other accessories. The project area is properly
covered with net in absence of wall and warning sign is well displayed.
Electrification work is properly carried out in compliance with design of electrical
engineer and is operated by licensed electrician. Before the start of construction,
machinery is checked thoroughly to protect it from any hazardous situation. To
have safety against fire during project, adequate number of fire extinguisher and
fire exit is kept. A proper system of entry into the project area is followed with a
signing register and security guards.
4.0 INDUSTRY OUTLOOK
Residence is one of the basic needs of human beings. The right to live in one's
own is a fundamental right of people and it is internationally recognized. The
demand of housing in urban areas in developing countries like Bangladesh is
significantly increasing due to its fast growth rate. Rural people are migrating not
only to find jobs but many wealthy people are moving to urban areas for the
fulfillment of their expectations of better lives for their future generation, and for
enjoying the modern facilities of the city life. This has resulted in a serious crisis
all over the country, especially in the major cities of Bangladesh. In recent times,
the private real estate firms have taken initiatives by ensuring maximum usage of
land in a planned way. In this system, it is possible to accommodate more people
in a comparatively small place. Only 30 percent of the population in Dhaka has
occupied already more than 80 percent of residential areas with human
settlements and supportive infrastructure. Economists and real estate experts
state it as highly significant, because in this way land is becoming increasingly
inadequate to provide individual housing solutions. For huge demand and
inadequacy of land, price of land is very high in the urban areas according to real
estate participants. This is making more people inclined to build and share
apartments. In Dhaka five percent of the population belongs to the high-income
group. 45 percent falls into the middle-income group and the rest in the low
income group. Economists and real estate participants see the middle-income
group as a huge market for the real estate sector. Builders have started building
apartments for the middle-income class. The large unsatisfied middle-income
class is expected to be boosting market for the real estate business.
Now in Bangladesh the demand for residential real estate unit is rapidly
increasing. The population in Dhaka is increasing very fast. This rapidly increasing
people need more housing facilities. Increase in house rent implies that people
would become less interested to stay in rented house and would try or tend to
buy home. Dhaka is expanding rapidly. While there are many real estate
developers in the market, there are also very few of them who have maintained
the quality, safety and customer preference. In developing urban areas, real
estate plays an important role as well as solving housing problem. Nowadays real
estate business in Bangladesh became very competitive. Competitors are moving
very aggressively to achieve their target as well as increase their market share.
On the other hand, the customers are becoming more aware about the current
market of apartments. The main products in the real estate sector in Bangladesh
include three things commercial units, residential units, and a mix of the two.
Commercial units are shopping malls, shops, and office buildings, which are used
for commercial purposes. Residential units include two segments plot units and
apartment units. Plots are segment of a land area with a certain boundary where
191
the land is developed by the real estate developers and builders. Apartments are
buildings with flats of different sizes to live in. Mixed units include buildings which
are used both for living and commercial purposes. Generally the lower floors of a
project are rented for commercial purpose leaving the upside to sell as
apartment. In recent times, the real estate developers have introduced new and
diversified products. Model towns, which are built with the structure of a small
town, include all facilities for people, from offices, shopping mall, houses, schools,
swimming pools, gymnasium, banks, power plant etc. Projects that include
swimming pool, gymnasium, shopping malls etc. in one building are also
diversified products supplied by the real estate agents in Bangladesh. All these
products wrapped with diversification have a great demand in the market.
In the first decade of 21st century, the price of per katha land increased
unbelievably almost all over the Dhaka. Compared to the price increase of the
earlier decade, the percentage increase in price almost doubled, and in some
areas it is more than three to ten times more than the earlier price. Hence, the
real estate developers were bound to increase their price to cover the cost of a
project. This price rise is unbelievable and unexplainable. This has a direct impact
on the prices of completed flats. In the upcoming decade there will be demand
for around 100,000 flats in or around the city. With this huge demand for flats in
future, the private real estate sector has plenty of opportunities to play an
important role in satisfying the housing needs of the people. The total volume of
the real estate sector has increased every year, satisfying the housing needs of
the urban people in the last few decades. Contributions to the government
exchequer through Registration Fees, VAT, Advance Income Tax (AIT), Stamp
Duty, Property Handover Tax etc. has increased every year. In the future, this
sector has enormous potential to expand its volume and thus contribute more to
the national economy. For this, sufficient government assistance is required.
While negotiating with the government, it can be argued that, rather than
tightening the grip to regulate this sector, if the government takes initiatives to
support this sector to grow and expand its volume, then this sector will be able to
contribute more not only by generating more revenue but also by generating
more employment opportunities to the people and by satisfying the essential
housing needs of the people.
The real estate sector is the growth centre for the development of any economy.
As one of the most densely populated countries in the world, Bangladesh has
been experiencing severe housing shortages. With the majority of the population
in the middle and low-income groups, ensuring housing for all is difficult here.
The private sector housing developers have met a large proportion of the national
housing demand in the last 40 years. But Bangladesh also suffers from a scarcity
of land. It is an agriculture-based country where the urbanization level of 28%
(Islam, 2012) is substantially lower than in developed countries. However, urban
centers are housing huge populations. People are migrating to urban areas
because of both push and pull factors, thereby creating an urban sprawl. Meeting
the huge demand for housing has become a challenge for the government. The
real estate sector in Bangladesh has been operating for four decades, within
which period it has fluctuated greatly. Today the sector plays a major role in the
national economy, contributing up to 7.08% of the national GDP in FY2013-14
(BBS, 2014). In addition, the sector also contributed to the national economy
through linkage industries, such as MS bar, cement, brick, sand, ceramic tile,
paint and other fixtures and fittings. Real Estate and Housing Association of
Bangladesh (REHAB) declared that the sector along with its linkage industries
contributed about 12% to the national GDP in 2014.
However, by the end of 2009, the effects of the global economic slowdown, stock
market crash, non-availability of utility connections, and withdrawal of the single
digit housing loan scheme by Bangladesh Bank as well as liquidity crisis in the
commercial banks resulted in a gloomy business situation, and the industry took
a 'U'-turn. Cash and investment inflow into real estate dropped significantly and
what had emerged as one of the most promising markets for investments
experienced a downturn. Similarly due to lack of government policy, there has
not been any foreign direct investment (FDI) in the real estate sector in
Bangladesh. Consequently it is hindering creation of private equity funds, pension
funds and other financial instruments to accelerate the financial growth in real
estate and housing sector.
*Sources: Article of Dr. Toufiq M. Seraj on The Daily Star (February 2, 2016) and other sources.
5.0 PROJECT DETAILS
5.1 Completed Projects

192
The company has completed 13 projects and handed those over to their clients.
All of these projects have been constructed for residential purposes. Details are
presented below:
Nature Projects
Projects Name handover Address
date
Alamin Royal Villa Residential Jul 2006 Plot-46, Road-3, Sector-13, Uttara
Alamin Park View Residential May 2007 Plot-53, Road-5, Sector-13, Uttara
Alamin Orchid Residential Oct 2007 Plot-48, Road-3, Sector-13, Uttara
Alamin Lake View Residential Jun 2008 Plot-5, Road-7, Bl-C, Niketon
Alamin Water Front Residential Dec 2008 Plot-28, Road-130, Gulshan-1
Alamin Grandeur Residential Jul 2010 Plot-117, Road-4, Block-A, Banani
Alamin Chandrima Residential Jul 2010 Plot-524, Matikata, Dhaka Cant.
Alamin Lake Breeze Residential Jul 2010 Plot-26, Road-130, Gulshan-1
Alamin Gardenia Residential Jun2014 Plot-B-75, Road-4, Niketon
Alamin Sheuly Residential Jun2014 Plot-3, R#3/A, Sector-9, Uttara
Alamin Park Residential Plot-105, Road-13/A, Bl-C, Banani
Jun2015
Panorama
Alamin Legend Residential Jun2015 Plot-116, Road-15, Bl-C, Banani
Alamin City Residential Dec 2016 Kailakoir, Savar, Dhaka
5.2 Ongoing Projects

As on December 31, 2016 the company has 19 ongoing projects. All the ongoing
projects are situated at suitable locations of the Dhaka city. Though SAREL has a
good number of ongoing projects, construction works of maximum projects have
been started on 2010 and before. A brief of the ongoing projects are described
below:
SL Projects Name Expt. Expt. % of Address
No. Handov Revenue Completi
er date (Tk. In on
Mil.)
01 Alamin M. Tower Jun 18 393.68 62 75/76, Kakrail, Dhaka
02 Alamin Dec 17 501.21 90 Plot-CEN (F) 9, R#05,
Spelndour Gulshan
03 Alamin Dec 17 195.69 54 83/1, Matikata, Dhaka
Rajanigandha Cant.
04 Alamin Super Aug 17 103.95 92 Plot#107, R#13, Block#E,
Nova Banani
05 Alamin Crimson Aug 17 42.93 99 Plot#30,R#3, Sector-13,
Glory Uttara
06 Alamin Islam Jun 17 270.36 94 33, Paltan, Dhaka
Bhaban
07 Alamin Apon Jun 17 398.48 87 Plot#27/1/B, R#3,
Heights Shyamoli, Dhaka
08 Alamin Asha Aug 17 126.17 81 Plot#9, R#28, Sector#7,
Heights Uttara
09 Alamin Tulip Oct 17 68.53 78 14, Aloal Avenue,
Garden Sector#6, Uttara
10 Alamin Haq Apr 17 71.73 98 H#63,Sector#10, Uttara
Heritage
11 Alamin Snow Dec 17 69.54 70 H#70,Block#B,
Drop Bashundhara
12 Alamin Elegance Dec 17 50.71 61 5, Shahmaghdum Avenue,
Uttara
13 Alamin Paragon Dec 17 54.91 69 21, Shahmaghdm Avenue,
Uttara
14 Alamin Grace Dec 17 149.22 46 11, Bakshi Bazar, Dhaka
15 Alamin Ajmol May 18 97.92 12 Mazar Road, Mirpur-1,
Felicita Dhaka
16 Alamin Icon Nov 18 694.82 40 Baridhara, Dhaka
Centre
17 Alamin Tonmoy Dec 18 337.80 37 Baridhara, Dhaka
18 Alamin Angur Dec 19 597.30 12 Plot-SW(H)/3, Road-2,
Gulshan, Dhaka
19 Alamin Metro Dec 19 936.25 5 293 & 295 Fakirapool,
Centre Dhaka
Total Project 5,161.21
Value
6.0 CORPORATE GOVERNANCE
Corporate governance is the set of processes, customs, policies, laws and

regulations affecting the way a corporate is directed, administered or controlled
to perform efficiently and generate long term economic value for its shareholders
while protecting the interest of its stakeholders and the society as a whole. In
193
pursuit of the above, CRISL evaluates the corporate governance of SAREL in the
following areas:
6.1 Board of Directors
The Board of SAREL consists of 4 directors including the Chairman Mr. Jahangir
Alamin who has good experience in the real estate business. The other Directors
of the company are Mr. Alamgir Shamsul Alamin (MD), Mr. Arafin Shamsul Alamin
and Mrs. Shahida Alamin. The company has appointed one Independent Director
namely Mr. T.M. Fateh Kabir. The Board mainly deals with strategic areas of
business operations and reviews the operational performance of the company
relating to project development work, review of the commercial operations etc.
Board meetings were held 7 nos during Jul16-Dec16.
6.2 Corporate Management

The management team of SAREL is headed by Managing Director Mr. Alamgir
Shamsul Alamin, an experienced person in the real estate sector in handling high-
profile and complicated construction projects. In day to day operations, Mr.
Alamin is supported by sector wise expert Engineers and other senior executives.
For smooth operations of the management, total operation is divided into eight
divisions according to the functional group. A summary picture of key
management other than MD is delineated below:
Name of the Position Date of Age Educational Overall

Officers Joining (Year Qualification Experien
s) ce
(Years)
Mr. Alamgir
26-10-
Shamsul Managing Director 57 BBA(USA) 28
1992
Alamin
Mr. Arafin
26-10-
Shamsul Director (Finance) 50 BBA(USA) 28
1992
Alamin
Mr. Feroz 01-01-

General Manager-Sales 61 B.Com 37
Kabir 2003
Mr. Md.
Chief Engineer-Project 01-04-
Humayun 50 B.Sc (Civil) 24
Operation 2016
Kabir
Mr. Bikash
01-03-
Chandra Chief Financial Officer 36 CA,CC 10
2010
Saha
Mr. Dilip General Manager- 01-12-

64 HSC 40
Majumder Logistic & Safety 2008
Mr. S M
Assistance General 03-03-
Kamran 48 H.SC 19
Manager- Procurement 2004
Barkati
Assistance General
Mr. Gazi 01-12-
Manager- Sales & Land 39 M.Com 13
Zahidul Islam 2008
& CS
Chief Architect-
Mr. Sharif 01-03- B.Arch.,
Architecture ,and 33 12
Ahasan 2012 MIAB
Planning ,QAD
Mr. Hossain Assistance General 01-01-

40 BA 19
Shahid Khan Manager- Co-Ordination 2003
Manager-Project 01-08-
Mr. Ashraf Ali 42 B.Sc 22
Operation-1 2015
Mr. Nurul
01-06-
ISlam Head, Brand & Media 25 BBA 5
2013
Shahan
6.3 Delegation of Power

194
The Board has delegated all operational and financial authority to the Managing
Director and Director (Finance) to administer the operations of the company.
Both the high officials are also member of the Board as Shareholder Director.
Managing Director makes all the financial decision and respective divisional
managers are executing the decision for smooth functions of the company. The
operational decision is also made by MD and Finance Director.
6.4 Human Resources Management

SAREL is yet to follow structured service rules. However the company offers
moderate compensation package to the staff. As a real estate firm, the operation
of the company is highly technology intensive and the company adopts people
with sufficient technical knowledge. Training programs are specially concentrated
on engineering staff, support staff of Accounts, Admin and Marketing. As on
December 31, 2016 HR strength comprises of over 105 employees including 47
office staffs and 58 project employees.
6.5 Marketing Strategy

SAREL has separate marketing department. The company advertises in billboard,
print media to build their image in the market. Marketing employees negotiates
with the client on the offer price that is set by the Logistics Department.
Moreover, SAREL offers marketing promotion through online and other medium.
CRISL however, views that the company is required to increase effort as well as
recourse base to tap the market during such adverse economic and real estate
business turmoil.
6.6 MIS and Internal Control

The present MIS of SAREL is at improving stage. The company is currently using
ERP accounting software that produces various financial reports periodically. All
the computers at the Head Office of the company are connected through the
Local Area Network (LAN). The company collects data for ongoing projects site
and generates any type of MIS report from central database. The business and
financial operations of the company are conducted and exercised through an
internal control system. Mid and senior level management executives are
assigned and authorized to verify and approve the transaction of the company
based on the specific delegation of power. The structured departmentalization
process as well as separation of responsibilities of each department ensures
sound internal control system. However, the company is yet form separate
Internal Audit Department. Inventory on the project side are checked by log book
basis and management are continuously monitors the work status of the project
7.0 IPO FUND UTILIZATION
In order to expand the business, SAREL is going to raise fund from the capital
market by issuing ordinary shares and raise of Tk.800.00 million through Initial
Public Offering (IPO) under Book Building Method subject to the approval of
Bangladesh Securities and Exchange Commission (BSEC).
8.0 ANALYTICAL FRAMEWORK
This rating report is being prepared on the basis of the information provided by
the sponsors and bankers, along with the information and data available with
CRISL database as well as half yearly audited accounts up to December 31, 2016
audited by S.F Ahmed & Co., Chartered Accountants with adequate disclosures.
In addition, the industry information available from various sources has also been
factored into the report. SAREL recognize revenue based on percentage of
completion method of accounting. Based on the above CRISL applied its own
analytical basis to arrive at a meaningful judgment on the credit worthiness and
repayment capacity of the borrower.
9.0 BUSINESS AND FINANCIAL PERFORMANCE
9.1 Business Performance
Indicators Jul16- FY2015- FY2014- FY2013-

Dec16 16 15 14
No. of completed projects 1 - 2 2
195
No. of ongoing Projects 20 20 20
Sales Revenue (Tk. in Million) 266.28 436.71 514.24 588.16
Cost of Construction (Tk. In 167.07 298.70 394.24 436.63

Million.)
Profit After Tax (Tk. in Million) 52.85 66.50 8.85 100.97
Business performance of SAREL has been found stable during the period under
surveillance. Turnover of the company stood at Tk.266.28 million during Jul16-
Dec16 and Tk.436.71 million during FY2015-16. Inspite of present adverse real
state scenario, SAREL has constructing large projects with good architectural
design.
9.2 Financial Performance

Dec16 16 15 14
Sales Revenue (Tk. In Mil.) 266.28 436.71 514.24 588.16
Cost of Construction (Tk. In Mil.) 167.07 298.70 394.24 436.63
Gross Profit-(Tk. In Mil.) 99.21 138.00 120.00 151.53
Profit from Operation (Tk. In Mil.) 84.24 106.76 95.02 121.75
Profit Before Tax (Tk. In Mil.) 79.56 98.86 16.21 114.18
Income Tax (Tk. In Mil.) 26.71 32.36 7.36 13.21
Profit After Tax (Tk. In Mil.) 52.85 66.50 8.85 100.97
Cost to Revenue Ratio (%) 62.74 68.40 76.66 74.24
Adm. Expenses to Revenue Ratio 5.32 6.72 4.70 4.89

(%)
Selling & Dist. Exps. to Rev. Ratio 0.30 0.43 0.16 0.17
(%)
Finance Cost to Revenue Ratio 4.63 5.38 3.96 3.79

(%)
Gross Profit Margin (%) 37.26 31.60 23.34 25.76
Operating Profit Margin (%) 31.64 24.45 18.48 20.70
Net Profit Margin (%) 19.85 15.23 1.72 17.17
Earnings Per Share (Tk.) 1.51 1.90 0.25 2.88
Overall financial performance of SAREL has been found to be stable though

revenue and net profit has been continuing a fluctuating manner. CRISL also
measures the profitability of any organization in terms of Return on average asset
(ROAA), Return on average equity (ROAE), Return on average capital employed
(ROACE). All the above indicators have been gradually improving due to
comparatively higher growth of net profit earnings against average assets, equity
and capital employed. Overall cost efficiency performance of SAREL has been
improved due to decline of cost of construction materials other ancillary costs.
The cost efficiency (construction cost to turnover) ratio of the company has been
gradually decreasing to 62.74% in Jul16-Dec16 which was 68.40% in FY2015-16
and 76.66% in FY2014-15. Moreover, Administrative expenses to revenue ratio
also improved and decreased to 5.32% from 6.72% and 4.70% during the above
periods respectively. Due to decline of financial obligation against turnover
growth the companys finance cost to revenue ratio decreased to 4.63% during
Jul16-Dec16 from 5.38% in FY2015-16 and 3.96% in FY2014-15. The
management of the company expects financial indicators will be improved in the
up-coming years by adding new projects as well as reduction in finance cost
through IPO fund depending on the regulatory permission.
196
10.0 FINANCIAL STRENGTH AND SOLVENCY
(Figures in Tk.
Millions)
Particulars Dec 31, Jun 30, Jun 30, Jun 30,
2016 2016 2015 2014
Current Assets 1,777.60 1,704.54 1,562.18 1,684.34
Less: Current Liabilities 3,122.01 3,028.96 2,637.05 2,563.22
Net current assets (1,344.41) (1,324.42 (1,074.87 (878.88)

) )
Non Current Assets 2,997.14 2,925.41 2,625.88 2,420.06
Capital Employed 1,652.73 1,600.99 1,551.01 1,541.18
Financed by:
Share Capital 350.00 350.00 350.00 350.00
Retained Earnings 1,187.59 1,134.75 1,068.25 1,059.40
Total shareholders equity 1,537.59 1,484.75 1,418.25 1,409.40
Long Term Liabilities:

Deferred Liabilities 115.14 116.24 132.76 131.79
Net Capital Employed 1,652.73 1,600.99 1,551.01 1,541.18
SAREL is a short term debt based company. Total liabilities of the company rose
to Tk.3,237.15 million as on December 31, 2016 from Tk.3,145.20 million in June
30, 2016 while total equity moved upward to Tk.1,537.59 million from
Tk.1,484.75 million during the above period. Total equity of the company consists
of share capital of Tk.350.00 million and retained earnings of Tk.1,187.59 million
as on December 31, 2016. Net Asset Value (NAV) per share also moved upward
to Tk.43.93 in Jul16-Dec16 from Tk.42.42 in FY2015-16 due comparative
increase in equity against total number of outstanding shares.
Particulars Jul16- FY2015- FY2014- FY2013-
Dec16 16 15 14
Leverage Ratio (X) 2.11 2.12 1.95 1.91
Equity Multiplier(X) 3.11 3.12 2.95 2.91
Internal Capital Generation 6.99 4.58 0.63 7.23

Ratio-ICGR (%)
Bank Borrowing to Equity (X) 0.12 0.13 0.10 0.10
Leverage ratio of the company slightly declined to 2.11 times during Jul16-
Dec16 from 2.12 times in FY2015-16 while ICGR of SAREL improved to 6.99%
from 4.58% during the above periods respectively.
11.0 LIQUIDITY AND FUND FLOW ANALYSIS

Good number of Dec16 16 15 14
ongoing projects
Current Ratio (X) 0.57 0.56 0.59 0.66
Quick Ratio (X) 0.57 0.56 0.59 0.65
Operating Cash flow to Current 0.03 0.10 0.06 0.17

Debt Ratios (X)
Working Capital Loan to 10.01 11.00 9.07 8.21

Current Assets (%)
It appears from the above table that the Company is maintaining moderate
liquidity during the period under surveillance. As on December 31, 2016 total
current asset of the company stood at Tk.1,777.60 million, whereas total current
liability stood at Tk.3,122.01 million. Current ratio of SAREL stood at 0.57X in
Jul16-Dec16 against 0.56X in FY2015-16. The company needs substantial funds
for paying token money and monthly rental payment to landowner, construction
197
and administrative cost of the ongoing projects. The above working capital
requirement of SAREL is met by collection of cash against advance of floor
booking, short term bank financing and equity financing. The company has
increased bank loan of Tk.177.93 million from Dhaka Bank, Islami Banking
Branch, Motijheel, Dhaka against working capital limit of Tk.230.00 million as on
December 31, 2016. Analysis of fund flow reveals that both fund from operation
and cash from operation is positive and stood at Tk.53.86 million as on December
31, 2016 indicates SAREL has sufficient fund to pay off its bank loan liability.
12.0 CREDIBILITY AND BANKING RELATIONSHIP
12.1 Liability Position

SAREL has been enjoying working capital facilities from Dhaka Bank Ltd. (DBL)
and banking with the same bank since 2006. The banking transaction of the
company seems to be satisfactory. A summarized position of the liability is stated
below:
(Tk.
in million)
Bank Mode Limit Outstanding as Repayme Securit
Sanction on 06.3.17 nt Status y
ed Details
L/C 30.00 -
Dhaka Bank *LTR 20.00 -
Limited Bai-Muazzal 200.00 200.90 Regular 12.2
Total 230.00 200.90
*LTR-Inner limit of L/C
12.2 Security Arrangement against Bank Exposure

Name Security Package
of the
Bank
Security:
Dhaka Registered Mortgage of 22,351 sft. floor space at Alamin Centre with
Bank FSV of Tk.447.02 million and MV of Tk.558.76 million
Limited Personal Guarantee of all the Directors of the company
UDC covering individual limit as well as entire limit with Letter of
Authority to insert date thereon.
12.3 Payment Efficiency

Dec16 16 15 14
Debt Service Coverage Ratio 7.80 5.50 2.04 6.43
(DSCR) x
Interest Coverage Ratio (ICR) x 7.45 5.21 1.80 6.13
While analyzing the creditworthiness of the company, it has been revealed that
the company has been utilizing the revolving credit limit duly and is regular in
paying bank loan in due time. While analyzing, it has also been revealed that the
profit generation of the company has been found to be good to serve the debt
/interest obligation against the loan amount which is evident from DSCR and ICR
which indicates sufficient financial capability of the company to pay off its debt
obligation. DSCR rose to 7.80X in Jul16-Dec16 from 5.50X in FY2015-16 while
ICR also rose to 7.45X from 5.21X during the above periods respectively.
Moreover, group support and sponsors net worth assist in case of stressed
situation.
13.0 RISK ANALYSIS
13.1 Apartment handover Risk

Real estate companies are often exposed to apartment handover risk due to
various constraints such as mobilization of fund, delay in project start because of
shortage of fund, delay in getting utility connection etc. Such delay in apartment
198
handover may create apartment handover risk to the company and thus cause
financial penalty to real estate firm.
13.2 Compliance Risk

Changes in the Governments policy (monetary and fiscal policy) as well as
enactment of new law especially for real estate sector may create risk for
participants in this sector. In this view, Govt. has recently passed Real Estate
Development & Management Act 2010. Stringent compliance of such Act may
create risk for Real estate companies and SAREL is not exception to them.
13.3 Operational Risk

The real estate industry has witnessed challenges such as earthquakes and
floods. It stands to date as one of the most challenging industries to operate.
Apart from these, there is a risk of destroying the multifaceted storied building
due to built flyover in the city arena if necessary.
13.4 Market Risk

Real Estate businesses, especially apartment projects have started flourishing
and have been showing robust growth in the Dhaka City since early 1980s. At
present, more than 1000 real estates and land development companies are
operating their business and new companies are contemplating to enter into real
estate business against the back drop of increasing demand for flat of different
size. Though due to adverse market scenario, entrance of new companies is
negligible, however, entrance of large real estate company may create market
risk.
13.5 Utility Supply Risk

As per govt. notification as on 05 October 2010, every real estate and housing
company has to ensure all the infrastructure facilities as well as utilities likes gas,
electricity, water supply, facility etc. Though govt. recently has withdrawn bar not
to give newer connection of utility facilities, shortage of gas may create utility
supply risk to SAREL.
13.6 Funding Risk

Real estate companies has to depend largely on bank finance and advance sale to
start and complete the project time in due time. Implied restriction and
discouragement from Govt. to local commercial banks in respect of providing loan
for flat/spaces purchase may create funding risk for SAREL. However, recently
many banks have reduced its interest rate in house building loan which might in
favor of the overall industry.
14.0 OBSERVATION SUMMARY

Stability in financial performance Short term debt base capital
Good location of the on-going structure
projects Moderate liquidity
Regular loan repayment history Exposed to raw materials price
Experienced top management fluctuation risk
Increased demand for Compliance of new Act
accommodation Implied discouragement to
Experienced Establishment of backward linkage provide bank loan in real estate
management team business sector
Diversification of operation Highly competitive market
Reduced interest rate in house
loan
15.0 INDUSTRY PROSPECTS
The real estate and housing industry plays a vital role in developing land and
adding new apartments especially in the important cities in Bangladesh to fulfill
the ever increasing accommodation needs of the nation. The multi-storied
building with many flats lead to the most economic use of scarce land while it is
satisfying the urgency of housing and commercial offices. The more significant
199
fact is that real estate sector has emerged as an exceptionally promising sector of
the economy. Its present contribution to the gross domestic product (GDP) is
remarkable which can be increased substantially in near future. As recorded, the
sector's real contribution to the GDP will be greater if the turnover of linkage
industries such as rods, cement, tiles, electrical goods and equipment, and other
construction materials are counted as well. About 3.00 (three) million skilled and
unskilled workforces engage and earn for their livelihood from this sector and the
further employment creating potentials of it are considered as particularly high.
The real estate and housing industry in Bangladesh is growing under the lack of
proper monitoring and supervision of regulatory authority. The prospect of this
industry faces frequent difficulties due to unscrupulous land grabbers grab land
through false ownership and sell them fraudulently.
CRISL views that although rod prices have come down due to a sharp fall of price
of scrap steel, but the price hike of cement, stone and other construction
materials in domestic market add extra costs to the housing industry. CRISL
comments that, the real estate and housing industry expects continuous
monitoring and support from government and other agencies.
END OF THE REPORT
(Information used herein is obtained from sources believed to be accurate and reliable. However,
CRISL does not guarantee the accuracy, adequacy or completeness of any information and is not
responsible for any errors or omissions or for the results obtained from the use of such information.
Rating is an opinion on credit quality only and is not a recommendation to buy or sell any securities.
All rights of this report are reserved by CRISL. Contents may be used by news media and
researchers with due acknowledgement)
[We have examined, prepared, finalized and issued this report without compromising with the
matters of any conflict of interest. We have also complied with all the requirements, policy
procedures of the BSEC rules as prescribed by the Bangladesh Securities and Exchange
Commission.]
16.0 CORPORATE INFORMATION
Date of Incorporation: October 03, 1992
Started of Commercial operation: 2003
Board of Directors:
SL Name of the Directors Designation

No.
200
6 Mrs. Nargis Alamin Shareholder
7 Mrs. Humaira Alamin Shareholder
Planning to raise
8 Euro Trading Limited Shareholder
Tk.800.00 million
9 Symphony Trading Limited Shareholder
through IPO
10 Mr. Gias Uddin Howlader Shareholder
11 Mehmood Equities Limited Shareholder
12 Dream Holdings Limited Shareholder
Auditor: S. F. Ahmed & Co., Chartered Accountants
Key Management:
Name of the Officers Position Educational

Qualificatio
n
Mr. Alamgir Shamsul Managing Director BBA(USA)

Alamin
Mr. Arafin Shamsul Director (Finance) BBA(USA)

Alamin
Mr. Feroz Kabir General Manager-Sales B.Com
Mr. Md. Humayun Kabir Chief Engineer-Project Operation B.Sc (Civil)
Mr. Bikash Chandra Saha Chief Financial Officer CA,CC
Mr. Dilip Majumder General Manager- Logistic & Safety HSC
Mr. S M Kamran Barkati Assistance General Manager- Procurement H.SC
Mr. Gazi Zahidul Islam Assistance General Manager- Sales & M.Com
Land,& CS
Mr. Sharif Ahasan Chief Architect- Architecture ,and Planning B.Arch.,MIAB

,QAD
Mr. Hossain Shahid Khan Assistance General Manager- Co-Ordination BA
Mr. Ashraf Ali Manager-Project Operation-1 B.Sc
Mr. Nurul ISlam Shahan Head, Brand & Media BBA
17.0 FINANCIALS
17.1 Balance Sheet as on

(Tk. In Million)
201
DATA/YEAR Dec 31, June June 30, June
2016 30, 2015 30,
2016 2014
Balance Sheet
Non-Current Assets
Property Plant & Equipment 27.07 28.69 28.65 22.03
Construction work in progress 2,449.31 2,375.86 2,077.16 1,814.51
Intangible Assets 0.92 1.02 0.23 0.24
Investment in property 519.84 519.84 519.84 583.28
Other Non-Current Assets - - - -
Total Non-Current Assets 2,997.14 2,925.41 2,625.88 2,420.06
Current Assets - - - -
Inventories 7.19 7.29 11.95 8.87
Accrued Revenue 1,539.91 1,454.08 1,316.04 1,197.35
Adv. Deposits & Prepayments 176.02 175.08 196.07 441.01
Short Term Investment 49.90 30.52 31.11 30.04
Rental Receivable from Investment 0.68 0.85 0.94 4.63

Property
Cash & Bank Balances 3.91 36.72 6.08 2.42
Total Current Assets 1,777.60 1,704.54 1,562.18 1,684.34
Current Liabilities - - - -
Short Term Loan 177.93 187.47 141.31 138.21
Long Term Loan-CP - - - -
Accounts Payable 59.75 53.90 68.56 65.48
Provisions for Tax & others 132.13 110.42 58.89 63.13
Accrued Expenses & other payables 215.89 241.79 213.60 280.14
Advance against sales of apartments 2,536.29 2,435.38 2,154.69 2,016.26
Total Current Liabilities 3,122.01 3,028.96 2,637.05 2,563.22

Stable financial
performance Net Current Assets (1,344.4 (1,324.4 (1,074.87 (878.88)
1) 2) )
Capital Employed 1,652.73 1,600.99 1,551.01 1,541.18
Non-Current Liabilities - - - -
Long Term Loan - - - -
Deferred Liabilities 115.14 116.24 132.76 131.79
Other Non-Current Liability - - - -
Total Non-Current Liability 115.14 116.24 132.76 131.79
Shareholder's Equity - - - -
Share Capital 350.00 350.00 350.00 350.00
Share Premium - - - -
Retained Earnings 1,187.59 1,134.75 1,068.25 1,059.40
202
Total Shareholders Equity 1,537.59 1,484.75 1,418.25 1,409.40
Total Equity and Long Term Liability 1,652.73 1,600.99 1,551.01 1,541.18
Total Assets 4,774.7 4,629.9 4,188.06 4,104.4

4 4 0
17.2 Income Statement for the year ended (Tk.

In Million)

Dec16 16 15 14
Sales Revenue 266.28 436.71 514.24 588.16
Cost of construction (167.07) (298.70) (394.24) (436.63)
Gross Profit 99.21 138.00 120.00 151.53
Other Income 11.64 20.54 12.45 14.70
Salary & Allowances (5.20) (10.60) (10.61) (14.38)
Depreciation-Admin (4.30) (6.91) (4.89) (5.55)
Other Admin. Expenses (4.66) (11.84) (8.67) (8.85)
Total Admin. Expenses (14.16) (29.35) (24.18) (28.78)
Selling & Distribution Exp. (0.81) (1.90) (0.80) (1.00)
Profit from Operation 84.24 106.76 95.02 121.75
Financial Cost (12.34) (23.49) (20.36) (22.27)
Other Non-Operating Income/(-) (3.98) (4.94) (70.90) -

Expense
Profit Before Tax 79.56 98.86 16.21 114.18
Income Tax (26.71) (32.36) (7.36) (13.21)
Profit After Tax 52.85 66.50 8.85 100.97
203
CRISL RATING SCALES AND DEFINITIONS
LONG-TERM RATINGS OF CORPORATE
RATING DEFINITION
AAA Investment Grade
Triple A Entity rated in this category is adjudged to be of best quality, offer highest safety and
(Highest have highest credit quality. Risk factors are negligible and risk free, nearest to risk free
Safety) Government bonds and securities. Changing economic circumstances are unlikely to
have any serious impact on this category of companies.
AA+, AA, Entity rated in this category is adjudged to be of high quality, offer higher safety and
AA- have high credit quality. This level of rating indicates a corporate entity with a sound
(Double A) credit profile and without significant problems. Risks are modest and may vary slightly
(High Safety) from time to time because of economic conditions.
A+, A, A- Entity rated in this category is adjudged to offer adequate safety for timely repayment
Single A of financial obligations. This level of rating indicates a corporate entity with an adequate
(Adequate credit profile. Risk factors are more variable and greater in periods of economic stress
Safety) than those rated in the higher categories.
BBB+, BBB, Entity rated in this category is adjudged to offer moderate degree of safety for timely
BBB- repayment of financial obligations. This level of rating indicates that a company is
Triple B under-performing in some areas. Risk factors are more variable in periods of economic
(Moderate stress than those rated in the higher categories. These entities are however considered
Safety) to have the capability to overcome the above-mentioned limitations.
BB+, BB, BB- Speculative Grade
Double B Entity rated in this category is adjudged to lack key protection factors, which results in
(Inadequate an inadequate safety. This level of rating indicates a company as below investment
Safety) grade but deemed likely to meet obligations when due. Overall quality may move up or
down frequently within this category.
B+, B, B- Entity rated in this category is adjudged to be with high risk. Timely repayment of
Single B financial obligations is impaired by serious problems which the entity is faced with.
(Risky) Whilst an entity rated in this category might be currently meeting obligations in time
through creating external liabilities.
CCC+,CCC, Entity rated in this category is adjudged to be vulnerable and might fail to meet its
CCC- repayments frequently or it may currently meeting obligations in time through creating
Triple C external liabilities. Continuance of this would depend upon favorable economic
(Vulnerable) conditions or on some degree of external support.
CC+,CC, CC- Entity rated in this category is adjudged to be very highly vulnerable. Entity might not
Double C have required financial flexibility to continue meeting obligations; however, continuance
(High of timely repayment is subject to external support.
Vulnerable)
C+,C,C- Entity rated in this category is adjudged to be with extremely speculative in timely
Single C repayment of financial obligations. This level of rating indicates entities with very
(Extremely serious problems and unless external support is provided, they would be unable to meet
Speculative) financial obligations.
D Default Grade
(Default) Entity rated in this category is adjudged to be either already in default or expected to
be in default.
Note: For long-term ratings, CRISL assigns + (Positive) sign to indicate that the issue is ranked at the upper-end of its generic
rating category and - (Minus) sign to indicate that the issue is ranked at the bottom end of its generic rating category. Long-term
ratings without any sign denote mid-levels of each group.
204
SHORT-TERM RATINGS OF CORPORATE
Highest Grade
Highest certainty of timely payment. Short-term liquidity including internal fund
ST-1
generation is very strong and access to alternative sources of funds is outstanding.
Safety is almost like risk free Government short-term obligations.
High Grade
ST-2 High certainty of timely payment. Liquidity factors are strong and supported by good
fundamental protection factors. Risk factors are very small.
Good Grade
Good certainty of timely payment. Liquidity factors and company fundamentals are
ST-3
sound. Although ongoing funding needs may enlarge total financing requirements,
access to capital markets is good. Risk factors are small.
Moderate Grade
Moderate liquidity and other protection factors qualify an entity to be in investment
ST-4
grade. Risk factors are larger and subject to more variation.
Non-Investment/Speculative Grade
Speculative investment characteristics. Liquidity is not sufficient to ensure discharging
ST-5
debt obligations. Operating factors and market access may be subject to a high
degree of variation.
Default
ST-6 Entity is in default or is likely to default in discharging its short-term obligations.
Market access for liquidity and external support is uncertain.
CRISL RATING SCALES AND DEFINITIONS

BANK LOAN/ FACILITY RATING SCALES AND DEFINITIONS- LONG-TERM
RATING DEFINITION
blr AAA Investment Grade
(blr Triple A) Bank Loan/ Facilities enjoyed by banking clients rated in this category are adjudged
(Highest Safety) to have highest credit quality, offer highest safety and carry almost no risk. Risk
factors are negligible and almost nearest to risk free Government bonds and
securities. Changing economic circumstances are unlikely to have any serious impact
on this category of loans/ facilities.
blr AA+, blr AA, Bank Loan/ Facilities enjoyed by banking clients rated in this category are adjudged
blr to have high credit quality, offer higher safety and have high credit quality. This level
AA- of rating indicates that the loan / facilities enjoyed by an entity has sound credit
(Double A) profile and without any significant problem. Risks are modest and may vary slightly
(High Safety) from time to time because of economic conditions.
blr A+, blr A, Bank Loan/ Facilities rated in this category are adjudged to carry adequate safety for
blr A- timely repayment/ settlement. This level of rating indicates that the loan / facilities
Single A enjoyed by an entity have adequate and reliable credit profile. Risk factors are more
(Adequate variable and greater in periods of economic stress than those rated in the higher
Safety) categories.
blr BBB+, blr Bank Loan/ Facilities rated in this category are adjudged to offer moderate degree of
BBB, safety for timely repayment /fulfilling commitments. This level of rating indicates that
blr BBB- the client enjoying loans/ facilities under-performing in some areas. However, these
Triple B clients are considered to have the capability to overcome the above-mentioned
(Moderate limitations. Cash flows are irregular but the same is sufficient to service the loan/
Safety) fulfill commitments. Risk factors are more variable in periods of economic stress than
those rated in the higher categories.
blr BB+, blr BB, Speculative/ Non investment Grade
blr BB- Bank Loan/ Facilities rated in this category are adjudged to lack key protection
Duble B factors, which results in an inadequate safety. This level of rating indicates loans/
(Inadequate facilities enjoyed by a client are below investment grade. However, clients may
Safety) discharge the obligation irregularly within reasonable time although they are in
financial/ cash problem. These loans / facilities need strong monitoring from bankers
side. There is possibility of overcoming the business situation with the support from
group concerns/ owners. Overall quality may move up or down frequently within this
category.
blr B+, blr B, Bank Loan/ Facilities rated in this category are adjudged to have weak protection
blr B- factors. Timely repayment of financial obligations may be impaired by problems.
Single B Whilst a Bank loan rated in this category might be currently meeting obligations in
(Somewhat time, continuance of this would depend upon favorable economic conditions or on
Risk) some degree of external support. Special monitoring is needed from the financial
institutions to recover the installments.
blr CCC+, blr Risky Grade
CCC, Bank Loan/ Facilities rated in this category are adjudged to be in vulnerable status
blr CCC- and the clients enjoying these loans/ facilities might fail to meet its repayments
Triple C frequently or it may currently meeting obligations through creating external
(Risky ) support/liabilities. Continuance of this would depend upon favorable economic
conditions or on some degree of external support. These loans / facilities need strong
monitoring from bankers side for recovery.
blr CC+, blr CC, Bank Loan/ Facilities rated in this category are adjudged to carry high risk. Client
blr CC- enjoying the loan/ facility might not have required financial flexibility to continue
Double C meeting obligations; however, continuance of timely repayment is subject to external
(High Risky) support. These loans / facilities need strong monitoring from bankers side for
recovery.
blr C+, blr C, Bank Loan/ Facilities rated in this category are adjudged to be extremely risky in
blr C- timely repayment/ fulfilling commitments. This level of rating indicates that the
(Extremely clients enjoying these loan/ facilities are with very serious problems and unless
205
Speculative) external support is provided, they would be unable to meet financial obligations.
blr D Default Grade
(Default) Entities rated in this category are adjudged to be either already in default or
expected to be in default.
SHORT-TERM RATINGS
Highest Grade
Highest certainty of timely payment. Short-term liquidity including internal fund
blr ST-1
generation is very strong and access to alternative sources of funds is outstanding,
Safety is almost like risk free Government short-term obligations.
High Grade
blr ST-2 High certainty of timely payment. Liquidity factors are strong and supported by
good fundamental protection factors. Risk factors are very small.
Good Grade
Good certainty of timely payment. Liquidity factors and company fundamentals are
blr ST-3
sound. Although ongoing funding needs may enlarge total financing requirements,
access to capital markets is good. Risk factors are small.
Satisfactory Grade
blr ST-4 Satisfactory liquidity and other protection factors qualify issues as to invest grade.
Risk factors are larger and subject to more variation.
Non-Investment Grade
blr ST-5 Speculative investment characteristics. Liquidity is not sufficient to insure against
disruption in debt service. Operating factors and market access may be subject to a
high degree of variation.
blr ST-6 Default
Institution failed to meet financial obligations
206
PUBLIC ISSUE APPLICATION PROCEDURE SECTION: XXVIII
Application for Subscription
1. Application for shares may be made for a minimum lot for [] ordinary shares to the value of Tk. [] ([]
Thousand [] Hundred []) only. Prospectus may be obtained from the Registered Office of the Company,
members of Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited. Applications/buy
Instruction must not be for less than [] shares. Any application/buy Instruction not meeting this criterion
will not be considered for allotment purpose.
2. Joint application form for more than two (2) persons will not be accepted. In the case of joint application,
each party must sign the application form.
3. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/
Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e.
subscription closing date).
4. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall
contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and
Category of the Applicant.
5. Application/buy instruction must be in full name of individuals or limited companies or trusts or societies
and not in the name of firms, minors or persons of unsound mind. Application/buy instruction from
insurance, financial and market intermediary companies and limited companies must be accompanied by
Memorandum and Articles of Association.
6. An applicant cannot submit more than two applications, one in his/her own name and the other jointly
with another person. In case, an applicant submits more than two applications, all applications will be
treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the
application money will be forfeited by the Commission and the balance amount will be refunded to the
applicant.
7. The applicants who have applied for more than two applications using same bank account, their
application will not be considered for lottery and the Commission will forfeit 15% of the subscription
money.
8. Making of any false statement in the application or supplying of incorrect information therein or
suppressing any relevant information in the application shall make the application liable to rejection and
subject to forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after
issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited
in account of the Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other
penalties as may be provided for by the law.
9. An IPO applicant shall ensure his/her BO account remains operational till the process of IPO (including
securities allotment or refund of IPO application/buy instruction) is completed. If any BO account
mentioned in the application/buy instruction is found closed, the allotted security may be forfeited by
BSEC.
10. Bangladeshi Nationals (including non-resident Bangladeshi Nationals working abroad) and foreign
nationals shall be entitled to apply for the share.
11. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of
the Issuer for an amount equivalent to the application money, with their application to the concerned
Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit
a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other
207
jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains
NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts
from any NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make
the service charge available in respective customer account maintained with the Stockbroker/Merchant
Banker.
12. The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of
publication of abridged version of prospectus.
13. The IPO subscription money collected from investors (other than non-resident Bangladeshis in US Dollar
or UK Pound sterling or EURO) by the Stock Brokers/Merchant Bankers will be remitted to the Shamsul
Alamin Real Estate Limited (IPO) interest bearing STD Account No 214.155.946 of Dhaka Bank, Islami
Banking Branch Bangladesh for this purpose.
14. The Application money collected from Eligible Investors (EIs) by the lead banker to the issue will be
remitted to the Shamsul Alamin Real Estate Limited (IPO) interest bearing escrow Account No [*] of [*]
Bank Limited [*] Branch, Bangladesh for this purpose.
15. The IPO subscription money collected from successful NRB applicants in US Dollar or UK Pound Sterling or
EURO shall be deposited to three FC accounts opened by the Company for IPO purpose are as follows:
# Name of the FC Accounts Currency Account No. Bank and Branch
1. Shamsul Alamin Real Estate Limited. GBP 214.122.13

DhakaBank Limited
2. Shamsul Alamin Real Estate Limited. USD 214.121.12
Islami Banking Branch
3. Shamsul Alamin Real Estate Limited. EURO 214.127.13
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APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS ARE LIABLE TO BE REJECTED.
208
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/
Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the
subscription closing date), which shall be the 25 (twenty fifth) working day from the date of publication
th
of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall
contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and
Category of the Applicant. At the same time:
a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application
money and service charge available in respective customer account maintained with the
Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible
for this purpose. In case the application is made through a margin account, the application
money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the
amount segregated from the margin account, which shall be refundable to the applicant, if
become unsuccessful.
b. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in
favor of the Issuer for an amount equivalent to the application money, with their application to
the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign
applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in
his/her own name and the other jointly with another person. The draft (FDD) shall be issued by
the Bank where the applicant maintains NITA/Foreign Currency account debiting the same
account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for
any public issue. At the same time, the applicant shall make the service charge available in
respective customer account maintained with the Stockbroker/Merchant Banker.
Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely
Public Issue Application Account. The Stockbroker/Merchant Banker shall:
a) post the amount separately in the customer account (other than NRB and Foreign applicants), and
upon availability of fund, block the amount equivalent to the application money;
b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in
the Public Issue Application Account maintained with its bank within the first banking hour of next
working day of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant
Bankers own portfolio, the application amount should also be transferred to the Public Issue
Application Account;
c) instruct the banker to block the account for an amount equivalent to the aggregate application
money and to issue a certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate
confirming the same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall
prepare a list containing the draft information against the respective applicants particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer
ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days
209
from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format
with tilde ~ separator) format, the certificate(s) issued by its banker, the drafts received from Non-
resident Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign
applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers
certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months
from listing of the securities with exchange.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants BOIDs in electronic
(text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants
on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts
of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants
containing BO Account Number, Name, Addresses, Parents Name, Joint Account and Bank Account
information along with the verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications,
prepare category wise consolidated lists of valid and invalid applications and submit report of final status
of subscription to the Commission and the Exchanges within 10 (ten) working days from the date of
receiving information from the Exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03
(three) working days from the date of reporting to the Commission and the Exchanges, if do not receive
any observation from the Commission or the Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six)
hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
a) send category wise lists of the successful and unsuccessful applicants in electronic (text format
with tilde ~ separator) format to the respective Exchange.
b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per
conditions of the Consent Letter issued by the Commission in electronic (text format with tilde
~ separator) format to the Commission and Exchanges mentioning the penalty amount against
each applicant.
c) issue allotment letters in the names of successful applicants in electronic format with digital
signatures and send those to respective Exchange in electronic form.
d) send consolidated allotment data (BOID and number of securities) in electronic text format in a
CDROM to CDBL to credit the allotted shares to the respective BO accounts.
Step-4 (Intermediary)
15. On the next working day, Exchanges shall distribute the information and allotment letters to the
Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:
a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuers respective
Escrow Account opened for subscription purpose, and unblock the amount of unsuccessful
applicants;
210
b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal
provisions to the Issuers respective Escrow Accounts along with a list and unblock the balance
application money;
16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant
Banker shall request its banker to:
a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful
applicants (other than NRB and foreign) who are subject to penal provisions to the respective
Escrow accounts of the Issuer opened for subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers
shall unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuers
Escrow account.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the
customer accounts; inform the successful applicants about allotment of securities and the unsuccessful
applicants about releasing their blocked amounts and send documents to the Exchange evidencing details
of the remittances made to the respective Escrow accounts of the Issuer. The unblocked amounts of
unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall
be entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw the
application money, up to an amount of Tk. 5.00 (five) per withdrawal.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuers respective Escrow
accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or
merchant banker or transfer to the applicants bank account through banking channel within 10 (ten)
working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date
of publication of abridged version of prospectus.
22. Amount deposited and blocked in the Public Issue Application Account shall not be withdrawn or
transferred during the blocking period. Amount deposited by the applicants shall not be used by the
Stockbrokers/Merchant Bankers for any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an
amount of Tk.2,00,000.00 (taka two lac) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per
application irrespective of the amount or category. The service charge shall be paid by the applicant at
the time of submitting application.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts
sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank
draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any
Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process
with intimation to the Commission.
All eligible Stock Brokers and Merchant Bankers shall receive the IPO Subscription.
211

Red Herring Prospectus of Shamsul Alamin Real Estate Limited

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Red Herring Prospectus of Shamsul Alamin Real Estate Limited

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Investment in capital market involves certain degree of risks.

The investors are required

PUBLIC OFFER OF [] ORDINARY SHARES

Opening Date Closing Date

SHAMSUL ALAMIN REAL ESTATE LTD.

9567840 Hotline: 9564507 Fax: 88 02 9564512

MANAGERS TO THE ISSUE

Rahman Chamber (3rd floor), 12-13 Motijheel C/A

CREDIT RATING STATUS

Issuers Absolute Responsibility

Name & Address Contact Person Contact. Info.

Registrar to the Issue

Prospectus would also be available on the website of BSEC (www.sec.gov.bd), DSE

Date of Publication of Abridged Version of Prospectus: []

Name of the Newspaper Date of Publication

SECTION Particulars Page No.

Inception of commercial operation

(c) Financial Information

Mr. Alamgir Shamsul Alamin

Mr. Arafin Shamsul Alamin

Mrs. Shahida Alamin

Mr. T.M. Fateh Kabir

(h) Capital Structure and History of Capital Raising

(i) Summary of Valuation Report of Securities

Sl. No. Valuation Methods Fair Value (BDT)

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF

[See rule 4(1) (d)]

Sd/- Sd/- Sd/-

Date: March 28, 2017

The Bangladesh Securities and Exchange Commission

For the Issue Manager

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (EBL Investments Ltd.)

b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of The Company Amount Underwritten (in Tk.)

e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (LankaBangla Investments Limited)

b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of The Company Amount Underwritten (in BDT)

e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Khandakar Kayes Hasan, CFA

For the Underwriter

Name of the Issuer Shamsul Alamin Real Estate Limited

Dhaka Stock Exchange Limited (DSE)

Chittagong Stock Exchange Limited (CSE)

1. Glass and Glass Products

Total Volume of the Real Estate Sector

Demand For Real Estate Housing in Bangladesh

Business Environment of Shamsul Alamin Real Estate Limited (SAREL)

Alamin Plot-46, Road-3, 5 Storied

(ii) Summary of consolidated financial, operating and other information.

(b) General Information:

(ii) The board of directors of the issuer:

Saha Officer Floor), 25/A Dilkusha +88-02-9567839, +88-

Secretary Floor), 25/A Dilkusha +88-02-9567839, +88-

Saha Floor), 25/A Dilkusha +88-02-9567839, +88-

(vi) Details of Credit Rating:

RATING PARTICULAR LONG TERM SHORT TERM

Utility Supply Risk

As per Credit Rating Report dated February 20, 2017

RATING PARTICULAR LONG TERM SHORT TERM

Utility Supply Risk

(vii) Details of underwriting: