Midland Bank-P-426

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“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 70,000,000 ORDINARY SHARES

OUT OF WHICH 5,000,000 ORDINARY SHARES OF BDT 10 PER SHARE TO EMPLOYEES OF MIDLAND BANK
UNDER EMPLOYEE SHARE PURCHASE PLAN (ESPP)
Issue Date of the Prospectus: [•]
OFFER PRICE TK. 10 EACH

TOTAL SIZE OF FUND TO BE RAISED BDT 700,000,000 /-
Opening Date for Subscription: [•]

Closing Date for Subscription: [•]
DRAFT PROSPECTUS OF MANAGER TO THE ISSUE
MIDLAND BANK LIMITED LANKABANGLA INVESTMENTS LIMITED

N.B. Tower (Level 6 to 9), 40/7 Assurance Nazir Tower (Level-08)
Gulshan North Avenue, Gulshan-2 65/B, Kemal Ataturk Avenue, Banani
Dhaka-1212, Bangladesh Dhaka-1213, Bangladesh
CREDIT RATING STATUS

Rating Particulars Long Term Short Term
Entity Rating A+ ST-2
Outlook Stable
Rated by Emerging Credit Rating Limited
Page | 1
“If you have any query about this document, you may consult the Issuer, Issue Manager and Underwriter”
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A person interested to get a prospectus may obtain from the Issuer and the Issuer Managers
ISSUER COMPANY CONTACT PERSON CONTACT NUMBER
Midland Bank Limited Tel: +88 09666 410999
Head Office: N.B. Tower (Level 6 to 9) Mr. Khalid Mohammad Sharif FCS Fax: +88 02 8837735
40/7, Gulshan North Avenue Company Secretary e-mail: board.division@midlandbankbd.net
Gulshan-2, Dhaka – 1212, Bangladesh Website: www.midlandbankbd.net
ISSUE MANAGER CONTACT PERSON CONTACT NUMBER

LankaBangla Investments Limited Tel: +88 02 550 34 853-5
Assurance Nazir Tower (Level-08) Mr. Iftekhar Alam Fax: +88 02 550 34 856
65/B, Kemal Ataturk Avenue Chief Executive Officer e-mail: info@lankabangla-investments.com
Banani, Dhaka -1213 Website: www.lankabangla-investments.com
UNDERWRITERS CONTACT PERSON CONTACT NUMBER

Tel: +88 02 8300555, 8300424
ICB Capital Management Limited
Asit Kumar Chakravorty Fax: +88 02 830 0396
Green City Edge, (5th & 6th Floor)
Chief Executive Officer e-mail: ceo@icml.com.bd, icmlbd@gmail.com
89, kakrail, Dhaka - 1000
Website: www.icml.com.bd
Tel: +88 02 223355975, 223350555
Sonali Investment Limited
Mr. Md. Shawkat Jahan Khan Fax: N/A
Borak Biz Centre (1st & 2nd Floor), 70
Chief Executive Officer e-mail: sonaliinvestmentltd@gmail.com
Dilkusha C/A, Dhaka
Website: www.sonaliinvestment.com.bd
Tel: +88 02 471 12 923
Rupali Investment Limited
A K M Zakir Hossain Fax: +88 02 471 18 073
SBC Tower (7th Floor)
Chief Executive Officer e-mail: rilbd.info@gmail.com
37/A, Dilkusha C/A, Dhaka-1000
Website: www.riltd.org
Tel: +88 02 488 10 315-6
Prime Bank Investment Limited
Khandoker Raihan Ali FCA Fax: +88 02 488 10 314
Tajwar Center (5th Floor), House: 34
Managing Director & CEO (CC) e-mail: info@pbil.com.bd
Road: 19/A, Block: E, Banani, Dhaka
Website: www.pbil.com.bd
AUDITOR OF THE COMPANY CONTACT PERSON CONTACT NUMBER

A. Qasem & Co.
Tel: +88 02 888 1824-6
Chartered Accountants
Mr. Gorachad Kundu FCA Fax: +88 02 888 1822
Gulshan Pink City, Suites # 01-03 (Level-7), Plot #
Partner e-mail: gorachad.kundu@aqcbd.com
15, Road # 103, Block- CEN(C), Gulshan Avenue,
Website: www.aqcbd.com
Dhaka, Bangladesh
CREDIT RATING COMPANY CONTACT PERSON CONTACT NUMBER

Tel: +88 02 986 0911, +88 02 986 0897
Emerging Credit Rating Limited
Md. Harun Chowdhury Fax: +88 02 986 0828
Shams Rangs, 104 Park Road, (Flat A1, A2)
Assistant Portfolio Manager e-mail: harun@emergingrating.com
Baridhara, Dhaka-1212
Website: www.emergingrating.com
“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 MANAGER’S CHIEF
EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)."
"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. 10 i.e. 1 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."
"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 is invited to the statement of ‘risk factors’ given on page number(s) (238-245)
"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this red-herring prospectus or prospectus contains all
material information with regard to the issuer and the issue, that the information contained in the red-herring prospectus or 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.
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AVAILABILITY OF PROSPECTUS
Copy of the Draft Prospectus of Midland Bank Limited may be obtained from the following institutions:
ISSUER COMPANY CONTACT PERSON CONTACT NUMBER
Midland Bank Limited Tel: +88 09666 410999
Head Office: N.B. Tower (Level 6 to 9) Mr. Khalid Mohammad Sharif FCS Fax: +88 02 8837735
40/7, Gulshan North Avenue Company Secretary e-mail: board.division@midlandbankbd.net
Gulshan-2, Dhaka – 1212, Bangladesh Website: www.midlandbankbd.net
ISSUE MANAGERS CONTACT PERSON CONTACT NUMBER

STOCK EXCHANGES CONTACT PERSON CONTACT NUMBER

Tel: +88-02-9564601, 9576210-18
Dhaka Stock Exchange Limited
Mr. Md. Afzalur Rahman Fax: +88-02-9564727, +88-02-9569755
DSE Tower, Plot - 46, Road - 21
Manager e-mail: research@dsebd.org
Nikunja - 2, Dhaka – 1229
website: www.dsebd.org
Tel: +88 031 714 632-3, +88 031 720 871
Chittagong Stock Exchange PLC
Mr. Mohammad Jabed Sarwar Fax: +88 031 714 101; +88 02 951 39 11-15
CSE Building, 1080, Sheikh Mujib Road,
Assistant Manager e-mail: jabed@cse.com.bd
Chittagong - 4100
website: www.cse.com.bd
Draft Prospectus is also available on the websites of Midland Bank Limited (www.midlandbankbd.net),
LankaBangla Investments Limited (www.lankabangla-investments.com), BSEC (www.sec.gov.bd), DSE
(www.dsebd.org), CSE (www.csebd.com) and Public Reference room of the Bangladesh Securities and Exchange
Commission (BSEC), Dhaka Stock Exchange (DSE) & Chittagong Stock Exchange (CSE) 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
[•] [•]
[•] [•]
[•] [•]
[•] [•]
[•] [•]
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DEFINITIONS AND ACRONYMS/ELABORATION
Term Elaboration
ACU Asian Clearing Union
AGM Annual General Meeting
Allotment Allotment of shares
ALCO Asset Liability Committee
ALM Asset Liability Management
BIDA Bangladesh Investment Development Authority
BSEC Bangladesh Securities and Exchange Commission
IAS International Accounting Standards
BFRS Bangladesh Financial Reporting Standards
BDT Bangladeshi Taka
Board The Board of Directors of Midland Bank Limited
BO Beneficiary Owner
CDBL Central Depository Bangladesh Limited
CIB Credit Information Bureau
CIS Collective Investment Scheme
CSE Chittagong Stock Exchange PLC
DCCI Dhaka Chamber of Commerce & Industry
DSE Dhaka Stock Exchange Limited
EBITDA Earnings before Interest, Tax, Depreciation and Amortization
EPS Earnings per Share
Eligible Investor defined under Bangladesh Securities and Exchange
EI
Commission (Public Issue) Rules, 2015
FDR Fixed Deposit Receipt
Financial Year/
Period of 12 months ended on 31 December of that particular year
Fiscal/ FY
GoB Government of Bangladesh
GP General Public
IFC International Finance Corporation
IPO Initial Public Offering
ISO International Standards Organization
Issue Public Issue of shares
Issue Manager LankaBangla Investments Limited
Issuer Company Midland Bank Limited
L/C Letter of Credit
NAV Net Asset Value
N/A Not available/not applicable
NBR National Board of Revenue
NRB Non-Resident Bangladeshi
NOCFPS Net Operating Cash Flow Per Share
NPAT Net Profit after Tax
Offer Price Price of Securities
RJSC Registrar of Joint Stock Companies and Firms
RMA Relationship Management Application
Securities Shares of the concerned issuer
Stock Unless the context requires otherwise, refers to, the DSE & CSE where Ordinary shares
Exchange(s) will be listed.
The Commission The Bangladesh Securities and Exchange Commission (BSEC)
VAT Value Added Tax
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Table of Contents
Section No. Particulars Page No.
i. Executive Summary 7-21
ii. Conditions imposed by the Commission 22-28
iii. Declaration and Due Diligence Certificates 29-36
iv. About the issuer 37-39
v. Corporate directory of the Issuer 40
vi. Description of the Issuer 41-113

Summary 41
General Information 44
Capital Structure 52
Description of Business 72
Description of Property 83
Plan of Operation and Discussion of Financial Condition 95
Management’s discussion and analysis of financial condition and

vii. 114-119
results of operations
viii. Directors and Officers 120-170
ix. Certain Relationships and Related Transactions 171-180
x. Executive Compensation 181-182
xi. Options granted to Directors, Officers and Employees 183
xii. Transaction with the Directors and Subscribers to the Memorandum 183-186
xiii. Ownership of the Company’s Securities 187-204
xiv. Corporate Governance 205-220
xv. Valuation Report of securities prepared by the Issue Manager 221-225
xvi. Debt Securities 226
xvii. Parties involved and their responsibilities 226
xviii. Material contracts 227-229
xix. Outstanding Litigations, Fine or Penalty 230-237
xx. Risk Factors and Management’s Perceptions about the Risks 238-245
Internal Risk Factors 238
External Risk Factors 243
xxi. Description of the Issue 246

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xxii. Use of Proceeds 247-250
xxiii. Lock-in 251-252
xxiv. Markets for the Securities Being Offered 253
xxv. Description of securities outstanding or being offered 254-255
xxvi. Financial Statements 256-380

Auditor’s Report to the Shareholders of Midland Bank Limited for the
256
Year Ended December 31, 2021
Information as is required under section 186 of the ক োম্পোনী আইন, 1994
330
relating to holding company
Selected ratios as specified in Annexure-D 331
Auditors report under Section 135(1), Para 24(1) of Part II of Schedule
346
III of the ক োম্পোনী আইন, 1994
Financial spread sheet analysis for the latest audited financial statements 350
Auditor’s Certificates 353
xxvii. Credit Rating Report 381-402
xxviii. Public Issue Application Procedure 403-407
xxix. Others 408-426

Additional Disclosures of the Management 408
Additional Disclosure of the Issue Manager 426
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SECTION: I EXECUTIVE SUMMARY
(a) About the industry

Overview of Financial system of Bangladesh
The financial system of Bangladesh is comprised of three broad fragmented sectors. The sectors have been
categorized in accordance with their degree of regulation.
I. Formal Sector
II. Semi-Formal Sector
III. Informal Sector
The formal sector includes all regulated institutions like Banks, Non-Bank Financial Institutions (FIs), Insurance
Companies, Capital Market Intermediaries like Brokerage Houses, Merchant Bankers etc.; Micro Finance
Institutions (MFIs).
The semi-formal sector includes those institutions which are regulated otherwise but do not fall under the
jurisdiction of Central Bank, Insurance Authority, Securities and Exchange Commission or any other enacted
financial regulator. This sector is mainly represented by Specialized Financial Institutions like House Building
Finance Corporation (HBFC), Palli Karma Sahayak Foundation (PKSF), Samabay Bank, Grameen Bank, Non
Governmental Organizations (NGOs) and discrete government programs.
The informal sector includes private intermediaries which are completely unregulated.
Source: https://www.bb.org.bd/en/index.php/financialactivity/index
Overview of the Banking Sector of Bangladesh

After the independence, banking industry in Bangladesh started its journey with 6 nationalized commercialized
banks, 3 State owned specialized banks and 9 Foreign Banks. In the 1980's banking industry achieved significant
expansion with the entrance of private banks.
There are 61 scheduled banks in Bangladesh who operate under full control and supervision of Bangladesh Bank
which is empowered to do so through Bangladesh Bank Order, 1972 and Bank Company Act, 1991.
Scheduled Banks are classified into following types:
Particulars Number of Banks

State Owned Commercial Banks 6
Specialized Banks 3
Private Commercial Banks 43
Conventional Private Commercial Banks 33
Islamic Shariah Based Private Commercial Banks 10
Foreign Commercial Banks 9
Non-scheduled Banks 5
State Owned Commercial Banks (SOCBs): There are six SOCBs which are fully or majorly owned by the
Government of Bangladesh.
Specialized Banks (SBs): Three specialized banks are now operating which were established for specific
objectives like agricultural or industrial development. These banks are also fully or majorly owned by the
Private Commercial Banks (PCBs): There are forty-three private commercial banks which are majorly owned by
individuals/the private entities. PCBs can be categorized into two groups:
Conventional PCBs: Thirty-three conventional PCBs are now operating in the industry. They perform the banking
functions in conventional fashion i.e. interest based operations.
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Islamic Shariah based PCBs: There are ten Islamic Shariah based PCBs in Bangladesh and they execute banking
activities according to Islamic Shariah based principles i.e. Profit-Loss Sharing (PLS) mode.
Foreign Commercial Banks (FCBs): Nine FCBs are operating in Bangladesh as the branches of the banks which
are incorporated in abroad.
Non-scheduled banks: There are now 5 non-scheduled banks in Bangladesh which are: Ansar VDP Unnayan
Bank, Karmashangosthan Bank, Grameen Bank, Jubilee Bank, Palli Sanchay Bank.
Source: https://www.bb.org.bd/fnansys/bankfi.php
The banking sector’s contribution to GDP in FY-2017, FY-2018, FY-2019 and FY-2020 (provisional) grew by 9.95%,
8.51%, 7.38% and 4.19% respectively.
Particulars Banking Sector’s Growth Rate of GDP

FY 2017 9.95%
FY 2018 8.51%
FY 2019 7.38%
FY 2020P 4.19%
Source: Bangladesh Bank Annual Report, 2019-20. P- Provisional
The banking sector’s share of GDP in FY-2018, FY-2019 and FY-2020 (provisional) was 2.97%, 2.95% and 2.91%
respectively.
Particulars Banking Sector’s Share of GDP

FY 2018 2.97%
FY 2019 2.95%
FY 2020P 2.91%
The performance of the banking sector of Bangladesh has been largely affected by the COVID-19 pandemic
situation. In 2019, the SOCBs held 24.51 percent share of the total assets which was 25.60 percent in 2018. PCBs'
share of the total assets increased slightly to 67.80 percent in 2019 from 67.00 percent in 2018. The FCBs held
5.50 percent share of the total assets in 2019, showing an increase of 0.3 percent over the last year. The SBs'
share of the total assets was 2.20 percent in 2019 which was same in 2018. At the end of December 2019, total
assets of the banking sector stood at BDT 16,298.40 billion which was 11.84 percent higher than that of the
previous year. Total deposits of the banking sector stood at BDT 12,145.20 billion in 2019 which was BDT
10,798.70 billion in 2018, showing an increase of 12.46 percent.
Banking Systems Structure, Assets and Deposits (Figure in BDT Billion)

SOCBs SBs PCBs FCBs Total
Particulars
2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Number
06 06 03 03 41 41 09 09 59 59
of banks
Number of
3,746 3,773 1,412 1,483 5,060 5,257 68 65 10,286 10,578
branches
Total
3,732.20 3,995.40 324.00 357.50 9,769.70 11,048.20 747.10 897.20 14,572.90 16,298.40
Assets
Share in
industry 25.60 24.51 2.20 2.20 67.00 67.80 5.20 5.50 100.00 100.00
Assets (%)
Total
2,868.40 3,038.60 286.00 312.70 7,127.20 8,269.60 517.20 524.40 10,798.70 12,145.20
Deposits
Share in
industry
26.60 25.00 2.60 2.60 66.00 68.10 4.80 4.30 100.00 100.00
Deposits
(%)
Source: Bangladesh Bank Annual Report, 2019-20.
Page | 8
From the year 2018 to 2019, considering the share in total deposit of the banking sector, SOCBs' share decreased
from 26.60 percent to 25.00 percent, PCBs' share increased from 66.00 percent to 68.10 percent, FCBs' share
decreased from 4.80 percent to 4.30 percent and SBs' share remained same which was 2.60 percent in both
years.
In 2019, the SOCBs' assets rose by 7.10 percent and that of the PCBs' increased by 13.10 percent. The aggregate
banking sector assets consisted of BDT 10,315.10 billion as loans and advances (63.30 percent of total assets),
BDT 161.60 billion as cash including foreign currencies, BDT 885.40 billion as deposit with BB including foreign
currencies, BDT 2,157.10 billion as investment in treasury securities and BDT 2,779.10 billion as other assets
during the period. Deposits continued to be the main sources of funds of the banking industry in FY20 and it
(excluding inter-bank) constituted 74.50 percent of the total amount of liability and shareholders' equity in 2019.
Total shareholders' equity of the banks was BDT 1,027.50 billion at the end of December 2019 which was BDT
931.00 billion in 2018.
Under Basel-III, banks in Bangladesh are instructed to maintain the Minimum Capital Requirement (MCR) at
10.00 percent of the Risk Weighted Assets (RWA) or BDT 4.00 billion as capital, whichever is higher. The
aggregate amount of regulatory capital of the banking sector was BDT 1,211.35 billion as on 31 December 2019
which increased to BDT 1,267.09 billion at the end of June 2020.
Capital to Risk Weighted Assets Ratio (CRAR) by Type of Bank (In Percent)
Type of June,
2011 2012 2013 2014 2015 2016 2017 2018 2019
Bank 2020
SOCBs 11.70 8.10 10.80 8.30 6.40 5.90 7.00 10.30 5.00 6.90
SBs -4.50 -7.80 -9.70 -17.30 -32.00 -33.70 -32.80 -31.70 -32.00 -36.50
PCBs 11.50 11.40 12.60 12.50 12.40 12.40 12.20 12.80 13.60 13.30
FCBs 21.00 20.60 20.20 22.60 25.60 25.40 23.30 25.90 24.50 24.40
Total 11.40 10.50 11.50 11.30 10.80 10.80 10.80 12.10 11.60 11.60
It is observed that the CRAR of SOCBs, PCBs and FCBs were 6.90, 13.30 and 24.40 percent respectively as on 30
June 2020. The SBs failed to maintain MCR on risk weighted assets basis. Besides, 4 SOCBs and 3 PCBs could not
maintain the minimum required CRAR. The CRAR of the banking industry as a whole was 11.60 percent at the
end of June 2020.
The most important indicator to demonstrate the asset quality is the ratio of gross Non-Performing Loans (NPLs)
to total loans and net NPLs to net total loans. At the end of December 2019, the gross NPL ratio of the banking
sector stood at 9.30 percent. FCBs had the lowest and SOCBs had the highest gross NPL ratio. FCBs' gross NPL
ratio was 5.70 percent, whereas those of SOCBs, PCBs and SBs were 23.90, 5.80 and 15.10 percent respectively
at the end of December 2019.
Ratio of Gross NPLs to Total Loans by Type of Bank (In Percent)

Type of June,
2011 2012 2013 2014 2015 2016 2017 2018 2019
Bank 2020
SOCBs 11.30 23.90 19.80 22.20 21.50 25.00 26.50 30.00 23.90 22.70
SBs 24.60 26.80 26.80 32.80 23.20 26.00 23.40 19.50 15.10 15.90
PCBs 2.90 4.60 4.50 4.90 4.90 4.60 4.90 5.50 5.80 5.90
FCBs 3.00 3.50 5.50 7.30 7.80 9.60 7.00 6.50 5.70 5.50
Total 6.10 10.00 8.90 9.70 8.80 9.20 9.30 10.30 9.30 9.20
It is observed that the ratio of gross NPLs to total loans and advances indicates a mixed trend in the banking
sector during the period from 2011 to June 2020. NPL ratio of the banking sector was 6.10 percent in 2011. But
the ratio sharply increased to 10.00 percent in 2012 mainly due to adaptation of new loan classification policy.
From 2013, a fluctuating trend of NPL ratio was observed and it was 9.30 percent as on 31 December 2019. At
the end of June 2020, NPL ratio of the banking sector stood at 9.20 percent.
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(b) About the Issuer
Midland Bank Limited (MDB) was incorporated on March 20, 2013 under the Companies Act 1994 as a Public
Limited Company with an authorized capital of BDT 10,000 million and paid-up capital of BDT 4,000 million. MDB
received the permission from Bangladesh bank with permission no. BRPD (P-3)745(67)/2013-1665 dated April
09, 2013. The registered office of the bank is situated at N.B Tower (Level 6 to 9), 40/7 North Avenue, Gulshan
2, Dhaka - 1212. The Bank started its commercial operation on June 20, 2013 with a corporate slogan "bank for
inclusive growth' entitled to carry out all types of commercial banking activities. MDB stepped in the industry
through Dilkusha Corporate Branch in Dhaka, since then, the Bank has been constantly expanding far and wide
in both network and business. Presently, the Bank has a total of 35 Branches (16 Urban Branches and 19 Rural
Branches), 13 Sub Branches, 51 ATMs, 100 Agent Banking Centers (ABCs) and 10 Collection Booths covering
commercially important locations across the country. Over a short span of time, the Bank has emerged as a
dignified banking partner in the market having ensured an easy banking access to customers through internet
banking, alternative delivery channels (ADC), Mobile Apps, IT backed products and globally accessible Debit,
Credit and Prepaid VISA cards. The Bank maintained a satisfactory level of growth of its assets and liabilities in
spite of all challenges. To achieve its vision, mission and strategic priorities, the Bank is committed to maintaining
the highest level of ethical standards and customer charter. With steady focus on increasing profitability,
inclusive growth, capital strength and deep respect for the community, MDB is well positioned to become one
of the country's leading new generation Bank soon.
In 2019, the Bank also got Islamic banking window license to operate Islamic banking activities across the country
through its branch & sub-branch networks under a separate Islamic banking module. The Bank has set up its
Shariah Supervisory Council and started Islamic banking activities successfully in the name & style "MDB Saalam"
under the supervision of Islamic banking window at Gulshan Branch.
The Bank has been granted license for Off-shore banking (OBU) which will help expand the foreign exchange
related business supporting the clients with their foreign trade and foreign currency need. The bank has
launched Off-shore banking activities successfully from June 20, 2020.
The Bank highly emphasizes on attitude driven talent acquisition process as it does not offer merely a job for the
employees but it is highly conscious to offer progression in their career and make them confident for the best
fit of the next role. The main motto of Human Resources Management Division is to upward the service
excellency curve for the internal and external customers of the Bank. The Management team of the Bank with
their talent & skill has now been working for business excellence with new pledge based on professionalism,
team work and strong bondage of interpersonal relationship with good governance.
MDB has established correspondent relationship all over the world with a number of foreign Banks. The Bank
continues to follow the needs and business opportunities of its clients. The Bank maintains 15 (Fifteen) Nostro
Accounts in four major international currencies and ACU currency with reputed international Banks in the major
financial centers around the globe, for settlement of trade finance and all other customer driven transactions
denominated in foreign currency.
Midland Bank Limited affixed utmost priority to establish, maintain and upgrade risk management
infrastructure, systems and procedures. Adequate resources are allocated in this regard to improve skills and
expertise of relevant banking professionals to enhance their risk management capacity. The policies and
procedures are approved by the Board of Directors and regularly assessed to bring these up to optimum
satisfaction level.
Nature of Business
The principal activities of the Bank include conventional banking and related businesses. The range of banking
business comprises of deposit mobilization, cash deposit and withdrawal, extending credit facilities to corporate,
micro, small and medium enterprise (MSME), retail business, trade financing, project financing, organizing
syndication deals, lease & hire purchase financing, issuance of credit card, remittance services and many other
financial activities within the framework of regulatory guidelines.
Page | 10
(c) Financial Information
31-Dec-2021 31-Dec-2020 31-Dec-2019 31-Dec-2018 31-Dec-2017

Sl. Particulars
(Amount in BDT)
1. Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
2. Interest Expense 2,262,656,653 2,748,193,544 2,983,899,085 2,547,464,459 2,042,076,672
3. Net Interest Income 970,105,222 411,985,371 1,275,190,737 1,212,757,605 774,912,936
4. Investment Income 1,358,111,049 1,565,254,675 649,615,530 617,673,589 963,667,348
Commission, exchange
5. 224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
and brokerage
6. Other operating income 83,721,530 66,310,351 65,020,083 64,370,302 50,231,311
7. Total Operating Income 2,636,123,592 2,320,132,119 2,310,880,870 2,232,040,645 2,031,352,610
8. Total Operating Expenses 1,065,221,532 1,102,301,165 1,042,357,087 974,366,195 835,569,769
Operating Profit (Profit
9. 1,570,902,060 1,217,830,953 1,268,523,783 1,241,512,567 1,195,782,841
before Provision)
10. Profit before Tax 1,126,166,447 959,969,543 1,051,345,321 1,106,324,385 1,035,288,170
11. Profit after Tax 514,019,283 656,363,888 557,408,502 650,315,768 691,834,375
12. Total loans and Advances 45,867,482,409 39,086,672,499 31,749,635,389 31,074,667,795 27,295,604,708
13. Total Deposit 50,730,038,926 45,067,571,125 39,500,763,248 35,592,171,735 34,240,234,843
14. Total paid up capital 5,696,697,530 5,696,697,530 5,696,697,530 5,274,720,000 4,795,200,000
15. Total Equity 7,404,261,074 7,613,970,959 7,038,361,415 6,486,642,780 5,851,986,027
Net Cash Flow From
16. 1,434,138,923 61,726,738 20,736,979 (1,228,576,648) 575,979,452
Operating Activities
Net Asset Value (NAV) Per
17. 13.00 13.37 12.36 12.30 12.20
Share
18. Earnings Per Share (EPS)* 0.90 1.15 0.98 1.14 1.21
Net Operating Cash Flow
19. 2.52 0.11 0.04 (2.16) 1.01
Per Share (NOCFPS)*
*Considering total number of outstanding shares of 569,669,753
(d) Features of the issue and its objects
Offer Price : BDT 10.00

Number of Shares to be Offered : 70,000,000 (Including 5,000,000 Shares under ESPP)
Total Issue Size : BDT 700,000,000 (Including BDT 50,000,000 under ESPP)
Issue Manager : LankaBangla Investments Limited
Objectives of the Issue : Investment in Government Securities and Secondary Market
(e) Legal and other Information
Registration/Certificate/ Renewal
Particulars License Issuer/ Issuing Authority Issue Date Expiry Date
License No. Date
Certificate of Registrar of Joint Stock Companies
C-108070 /13 20.03.2013 N/A N/A
Incorporation & Firms, Bangladesh (RJSC)
Commencement Registrar of Joint Stock Companies
C-108070/13 20.03.2013 N/A N/A
of Business & Firms, Bangladesh (RJSC)
Trade License Dhaka North City Corporation 03-087001 25.09.2018 01.07.2021 30.06.2022
E-TIN Certificate National Board of Revenue 417849707710 07.09.2014 N/A N/A
Custom, Excise & VAT
VAT Registration
Commissionarate, Gulshan 0002117080101 30.05.2017 N/A N/A
Certificate
Division, Dhaka (North)
BRPD (P-3)/745(67)/2013-
Banking License Bangladesh Bank 09.04.2013 N/A N/A
1665
Agent Banking BRPD (P-3) 745(67)/2016-
Bangladesh Bank 10.07.2016 N/A N/A
License 4456
AD (Authorized
Bangladesh Bank FEPD(LDA)/140/2013-1009 30.06.2013 N/A N/A
Dealer) License
Islamic Banking BRPD(P-3)/745(67)/2019-
License 10104
BRPD(OB)/744(125)/2020-
Offshore Banking Bangladesh Bank 25.03.2020 N/A N/A
3477
Page | 11
(f) Promoters’ Background
During the incorporation of MDB, the following under noted persons were the subscribers to memorandum
being the promoters of the bank.
Sl. No. Name of Promoter Current Status

1. Mr. Kazi Zafarullah Sponsor Shareholder
2. Mrs. Nilufer Zafarullah Chairman
Liberty Knitwear Ltd. (Represented by Mr. Md.
3. Vice Chairman
Shamsuzzaman)
4. Mr. Master Abul Kashem Director
5. Mr. Dr. Kazi Shahidullah Director
6. Mr. Kazi Omar Zafar Director
7. Mr. Mohammed Jamal Ullah Director
8. Mr. Ahsan Khan Chowdhury Director
9. Reedisha Knitex Ltd. (Represented by Mr. Rezaul Karim) Director
Garments Export Village Ltd. (Represented by Mr. A.K.M.
10. Director
Badiul Alam)
That’s It Sportswear Ltd.
11. Director
(Represented by Mr. Md. Kamal Hossain)
Hazrat Amanat Shah Spinning Mills Ltd. (Represented by
12. Director
Mrs. Lutfa Begum)
Beq Knit Ltd. (Represented by Mr. Hafizur Rahman
13. Director
Sarker)
Mondol Fabrics Ltd. (Represented by Mr. Abdul Momin
14. Director
Mondol)
15. Mr. Kazi Raihan Zafar Director
16. Ms. Anushka Mehreen Zafar Director
17. Mr. Md. Wahid Miah Director
18. Refat Garments Ltd. Sponsor Shareholder
Sponsor Shareholder
19. Mr. Kazi Ekramullah
(Deceased on 14.05.2022)
20. Mrs. Sabiha Mahboob Sponsor Shareholder
21. Ms. Scherezad Joya Monami Latif Sponsor Shareholder
22. Mr. Abdullah Ahmed Yousuf Sponsor Shareholder
Sponsor
23. Mr. M. Moniruzzaman Khandaker
24. Mr. Khandaker Rashed-S-Zaman Sponsor Shareholder
25. Mr. Nazib Ahmed Sponsor Shareholder
26. Mrs. lshrat Ahmed Sponsor Shareholder
27. Ms. Dr. Fahmida Haque Sponsor Shareholder
Sponsor
28. Mrs. Ela Haque
Sponsor Shareholder
29. Mr. Niranjan Chandra Saha
30. Mrs. Salina Maksuda Sponsor Shareholder
31. Mr. Basudev Saha Sponsor Shareholder
Sponsor
32. Badsha Textiles Ltd.
(Currently Holds No Shares)
33. Mr. Al-haj Mohammed Issa Badsha Sponsor Shareholder
Page | 12
Short Profile of the Promoters
Mr. Kazi Zafarullah

Mr. Kazi Zafarullah was born in April 1947 in Faridpur District, the eldest son of Kazi Mahbubullah and Begum
Zebunnessa. He was educated at St. Gregory's High School and Dhaka College and has bachelor's and master's
degrees in history from the University of Dhaka. Mr. Zafarullah is a famous Bangladeshi industrialist and
politician, a member of the ruling party, the Bangladesh Awami League's. He is one of the active Presidium
member of its central working committee and a former MP from Faridpur. He is the founder of “Begum
Zebunnessa and Kazi Mahboobullah Janakalyan Trust”.
Mrs. Nilufer Zafarullah

Mrs. Nilufer Zafarullah is the Chairman of Midland Bank Limited. An architect by profession, Mrs. Zafarullah has
contributed to education and development for over 26 years. She is renowned for her humanitarian effort. She
is a member of the Board of Trustees of Independent University Bangladesh (IUB) and Chittagong Independent
University (CIU). She is also a Director of Hong Kong Shanghai Manjala Textiles Ltd. and Donor Trustee of Begum
Zebunnesa & Kazi Mahabubullah Jono Kallyan Trust.
As a life member of Zonta International, a worldwide organization for executives in the business profession, Mrs.
Nilufer Zafarullah provided her services to improve legal, political, economics, health and professional status of
woman at the global and local levels. Her leadership competence was evident when she served Zonta
International District 25 comprising of Bangladesh, India, Nepal and Srilanka Area 02 as Director and District 25
as Lt. Governor from 1994-96 and 2006-08 respectively.
She was a Member of the National Parliament in the 9th and 10th Parliament. She also served as the Chairman
of the Parliamentary Standing Committee for the Ministry of Foreign Affairs, Government of Bangladesh from
2012-13, in the ninth Parliament.
Liberty Knitwear Ltd.

Liberty Knitwear Ltd is a concern of Micro Fiber Group and was established in 1998 with a vision of becoming
the most recognized knitwear manufacture of the country as well as to take the widely known reputation of
Bangladesh as a global clothing leader to a new high by offering the best blend of quality and efficiency. The
company has expanded its capacity, developed a skilled management team, workforce and integrated
sophisticated technologies in order to become globally competitive. Therefore, when many struggle to survive
in post-MFA world; its business in fact enjoys a healthy growth. The company has achieved ISO certificate
9001:2008, WRAP, Oeko-Tex, BSCI. The main manufacturing products of Liberty Knitwear Ltd. are export
oriented knit fabrics and readymade garments. Total number of employees are 4800. Total area covered by this
company are 459,100 square feet with two separate factories.
Mr. Master Abul Kashem

Master Abul Kashem is the Director of Midland Bank Limited He has over 27 years of experience in the Iron &
Steel industry. He was the highest tax payer in Chittagong District for four times - three consecutive years - 2009,
2010 & 2011 and for the year of 2016. He is a member of the Chittagong Seniors' Club Ltd., a life member of
Sitakunda Samity Chittagong and Maa-0-Shishu Hospital and also a member of Sitakunda Community Police
Committee. He is an Ex-member of the Executive Committee of Bangladesh Ship Breakers and Recyclers
Association, Ex-President of Shitalpur High School and Shitalpur Gouchia Madrasha, Shitakunda, Chittagong.
Currently he is the Chairman of Mother Steel & Oxygen Ltd., Managing Director of Mother Steel Ltd., Shareholder
of AIBL Capital Market Services Ltd. and Proprietor of MAK Corporation & Master Steel Re-Rolling Mills.
Mr. Dr. Kazi Shahidullah

Dr. Kazi Shahidullah is a Sponsor Director of Midland Bank Limited. Dr. Shahidullah, currently the Chairman of
University Grants Commission (UGC) of Bangladesh, is a well-known academic and Ex-Professor of History at
Dhaka University. He was previously Vice-Chancellor of National University from 2009 to 2013. Professor Kazi
Shahidullah holds an M.A. degree from the University of British Columbia and a Ph.D from the University of
Western Australia. He is a Director of Hong Kong Shanghai Manjala Textiles Ltd. He is an active member of the
community and a proponent of higher education. Dr. Shahidullah participated in many high profile seminars and
workshops at home and abroad. He is associated with various social and cultural organizations. He is a life
Page | 13
member of Begum Zebunnesa & Kazi Mahabubullah Jono Kallyan Trust, Bangladesh ltihas Samity and Asiatic
Society of Bangladesh.
Mr. Kazi Omar Zafar

Mr. Kazi Omar Zafar is a Sponsor Director of Midland Bank Limited After completing B.F.A. Degree from Clark
University in the USA, Mr. Kazi Omar Zafar started his early career as an exhibiting artist in New York. His 21
years business career began with ship management in Greece and in Bangladesh as the Managing Director of
Refresh 360 Ltd. that ran as a 30 animation company for few years. During his formative business years, he also
ran the Reliance Textile Industries, after which he went back to Greece and then shortly returned to Bangladesh
as consultant for Chinese firms; whereby he successfully implemented Bangladesh's first large scale Chinese G
to G investment in the Fertilizer sector. Mr. Zafar is one of the active Directors of Hong Kong Shanghai Manjala
Textiles Ltd. (HSMTL). Mr. Zafar has ventured into the energy business as CEO, where his family owned company
Hong Kong Shanghai Manjala Power Ltd. (HSMPL) has recently signed agreement with GOB to implement
offshore LNG Terminal project. Simultaneously, Mr. Zafar is working with various foreign JV partners for the LNG
business and for future energy infrastructure business in Bangladesh. Mr. Zafar, is an energetic and promising
entrepreneur and apart from his numerous business interests in Bangladesh and abroad, Mr. Zafar is also an
avid sportsman who constantly participates in Squash tournaments. Mr. Zafar is compassionate about social
responsibility and contributes to philanthropic services for the underprivileged women and children. This apart,
he has affiliation with a number of social groups. He has visited a good number of countries across the globe on
different occasions of businesses. He is a donor trustee of Begum Zebunnessa and Kazi Mahabubullah Jono
Kallayan Trust.
Mr. Mohammed Jamal Ullah

Mr. Mohammed Jamal Ullah is one of the Sponsor Directors of Midland Bank Limited. His core business interests
includes manufacturing and trading of commodities. He earned notable name and fame in the business
community for his integrity, devotion and sincerity for a span of 40 years. Mr. Mohammed Jamal Ullah has a
deep affinity and attachment with various sociocultural organizations. He is a life member of Chittagong Maa-o-
Shishu Hospital, Chittagong Diabetic General Hospital, Bhatiary Golf & Country Club and Chittagong Boat Club.
Currently, he is the Managing Director of Silver Dal Mills Ltd., lshfar Oil Mills Ltd., Shehzad Food Products Ltd. &
Silver Bell Properties Ltd. and Director of Asia Insurance Ltd. and Proprietor of Bismillah Store & M/s Mohammed
Jamal Ullah.
Mr. Ahsan Khan Chowdhury

Mr. Ahsan Khan Chowdhury was born in Dhaka, Bangladesh on September 06, 1970. He is the Chief Executive
Officer & Chairman of PRAN-RFL Group, one of the leading business conglomerates in Bangladesh. Mr.
Chowdhury initially studied in Dhaka and later for higher studies; he went to USA where he graduated from
Wartburg College Iowa in 1992. Currently, PRAN-RFL Group has diversified interest in Agro-processing, Food and
Plastic, Light Engineering, Banking etc. The group has its own production facilities in 13 different locations all
over Bangladesh and is directly employing over 95,000 people and another 1,500,000 people subsists of PRAN-
RFL Group. Today, the group occupies a market share of almost 65% of the industry in Bangladesh in spite of the
tough competition of the multinational companies.
Mr. Chowdhury is associated with the following Companies of PRAN-RFL Group:
Advance Personal Care Ltd. Rangpur Foundry Ltd.

Agricultural Marketing Co. Ltd Accessories World Ltd.
Banga Agro Processing Ltd. Gonga Foundry Ltd.
Banga Bakers Ltd. Getwell Ltd.
Banga Miller Ltd. Trade Environment Ltd.
Chorka Fashions Ltd. AKC (PVT.) Ltd.
Chorka Textile Ltd. AKC Management Ltd.
Habiganj Agro Ltd. Allplast Bangladesh Ltd.
Habiganj Textile Ltd. Banga Building Materials Ltd.
Mymensingh Agro Ltd. Banga Plastic International Ltd.
Natore Agro Ltd. Habiganj Ceramics Ltd.
Page | 14
Natore Dairy Ltd. Habiganj Glassware Ltd.
PRAN Agro Ltd. Multi -Line Industries Ltd.
PRAN Agro Business Ltd. RFL Construction Ltd.
PRAN Beverage Ltd. RFL Electronics Ltd.
PRAN Confectionery Ltd. RFL Exports Ltd.
PRAN Dairy Ltd. Rangpur Metal Industries Ltd.
PRAN Exports Ltd. RFL Plastics Ltd.
PRAN Foods Ltd. Durable Plastic Ltd.
Packmat Industries Ltd. Habiganj Metal Industries Ltd.
Sylvan Agriculture Ltd. Logi-Care Overseas Ltd.
Sun Basic Chemicals Ltd. Bangladesh Lift Industries Ltd.
Sylvan Technologies Ltd. Property Development Ltd.
Sylvan Poultry Ltd. Career Builders Ltd.
Banga Trading House Ltd. Advance Personal Care Ltd.
Reedisha Knitex Ltd.

Reedisha Knitex Ltd. is a 100% export oriented composite knit textile unit established with the commitment to
cater the global needs for knit and casual clothing. It is a Private Limited Company and Authorized & Paid up
capital of the company is Taka 200 million. The location of the factory at Dhanua, Nayanpur, Sreepur, Gazipur
and the address of the registered office of the company is 36, Shahid Tajuddin Ahmed Sanani, Tejgaon I/A, Dhaka
– 1208.
Md. Rezaul Karim, Managing Director of the company, is a highly committed and renowned businessman. He
has long experience in the field of Cosmetics & Toiletries, Textile, Trading, Export & Import business, Shipping
Line, Insurance & Banking Sector. Also he is a chairman of South Asia Foundation & South East University and
involved with various social activities of the country. Mrs. Shirin Akhter is another director of the company and
she has also the same types of business environment experience.
The company was incorporated on August 29, 2001 and commenced commercial production in September, 2003
with 600 employees, but at present the total number employee is 5,350 and they are all highly skilled, purely
professional, vastly experienced. The company produces various kinds of knitwear. At present many world
famous buyers are working with the company as the customer. Production capacity of the project is 14 tons of
knitting, 22 tons of dyeing & 85,000 Pcs of garments per day. The machines and equipment are procured from
world class brand (most of machineries from Europe) which are renowned for the high quality, integrity and
dependable production.
Reedisha Knitex Ltd. was established with the objective and vision to cater the needs of 21st century of
worldwide knit apparels market from one stop service being committed to On-Time Delivery, Short Lead Time,
Quality Assistance, Price Affordability and Social Accountability. The company has already achieved Worldwide
Responsible Apparels Production (WRAP) certification in April, 2007.
Garments Export Village Ltd.

Amtranet Group started its journey in the year 1991, with one single garments manufacturing unit. As a result
of dedication and increased customer satisfaction, by the end of the year 2000, they have expanded to three
more garments manufacturing units. To meet their customers’ continuous demand and to enter into the value
added market by the year 2006, they expanded once again and established Garment Export Village Ltd. (GEVL).
GEVL is a ten storied building with 8 different manufacturing units - of them wrinkle free trouser unit, dress shirt
and trouser units, multi-gauge jacquard unit, in-house washing, printing, embroidery units and other auxiliary
units. Besides the large manufacturing facilities and long standing experience, their strength also relies on the
high skilled human capital – professional operating team, quality control team, experience and young energetic
merchandising team members. Moreover, their factories are equipped with world-class brand machinery.
Currently they are on the process of launching multi storied 4th Factory in a state of the art LEED certified Green
Building. Along with this to meet the Going Green initiative, they are also installing a biological ETP (Effluent
Treatment Plant) to reduce their carbon and waste footprint. For extra ordinary performance in RMG Export,
Page | 15
recently the owner of GEVL has been awarded CIP status by the Ministry of Commerce, Government of Peoples
Republic of Bangladesh.
That's It Sportswear Ltd.

Incorporated in Dhaka, Bangladesh in 2004, That’s It Sportswear Ltd. is one of the most important concerns of
Hameem Group. It is one of the major garments manufacturing organization in Bangladesh. The organization is
increasingly reducing its rejection and rework rate in-process and final garments in order to ensure product
quality and delivery time as per buyer requirement and increase profitability. It has established facilities for
sufficient training and work friendly environment to increase productivity and skills of the employee. The factory
of That’s It Sportswear Ltd. has 62 production line with monthly 1,484,000 pcs production capacity. Currently
7,293 manpower is working in the organization. That’s It Sportswear Ltd. received Export Trophy in the Annual
Year 2017-2018 and 2018-2019.
Hazrat Amanat Shah Spinning Mills Ltd.

Amanat Shah Group (ASG) is a part of family business legacy for more than 130 years. It is their 3rd generation
going to lead the group to achieve its mission and vision created generations ago. Inaugurated in 1983, Amanat
Shah Group has become synonymous with superior quality, excellence and trust in the textile business. ASG is a
diversified group of company with a specialization in manufacturing world-class yarns and fabrics. ASG has been
consistently serving the world’s major brands and retailers with quality products for over 4 decades. It has
earned many national awards and has been representing the country internationally with its quality products.
Its journey was started with M/S Helal and brothers, the manufacturer of Amanat Shah Lungi, Standard Lungi,
Standard share & Standard 3- piece and flourished into a world-class manufacturer of yarns, greige fabrics and
finished fabrics with the smart inception of Hazrat Amanat Shah Spinning Mills Ltd. in 2004.
Beq Knit Ltd.

BEQ Knit Ltd is a pioneering, dynamic, professionally managed business organization that has strong experience
in the field of readymade garments sector. Beq Knit Ltd is a 100% export oriented garments manufacturer of all
kinds of knit, woven items and dye knit fabrics and also has the setup for garments printing, embroidery &
washing facility. At present, Beq Knit Ltd. has Corporate Head office at Uttara, Dhaka and main production units
at Pukurpar, Zirabo, Ashulia, Savar. Mr. Hafizur Rahman Sarker, the Managing Director of the company is a
reputed professional in business who has come from an aristocratic Muslim family of Dinajpur district. He
completed his Bachelor of Honours Degree from Rajshahi University and completed MBA from a reputed
university of U.S.A. He has been engaging in business at Garments & Textile industries for last 35 years.
Mondol Fabrics Ltd.

Mondol Fabrics Ltd. is a 100% export oriented readymade knit garments industry. It is one of the sister concerns
of Mondol Group, a renowned readymade garments group in Bangladesh. Mondol Fabrics Ltd. was established
in 2004 at Nayapaya, Kashimpur, Gazipur, Bangladesh. Incorporated from Joint Stock Companies & Firms on the
dated September 28, 2004. Late Haji Abdul Mojid Mondol was the honorable Chairman and Mr. Abdul Momin
Mondol is the Managing Director of Mondol Fabrics Limited. It has been producing readymade knit garments for
all genders/ages and exporting round the year to the various buyers all around the world with their full
satisfaction. The company achieved National Export Trophy, Silver in the year 2007-2008.
Mr. Kazi Raihan Zafar

Mr. Kazi Raihan Zafar is a Sponsor Director of Midland Bank Limited joined the Board of Directors with effect
from March 24, 2019. He completed B.F.A. Degree from Parsons School of Design, New York, USA. Since
returning to Bangladesh, Mr. Zafar is engaged in his family owned Textile business i.e. Hong Kong Shanghai
Manjala Textiles Ltd. (HSMTL) as one of the active Directors. He is also a Director of Hong Kong Shanghai Manjala
Power Ltd. (HSMPL). The power company has agreement with GOB to implement offshore LNG Terminal project.
Simultaneously, Mr. Zafar is working with various foreign JV partners for the LNG business and for future energy
infrastructure business in Bangladesh. Mr. Zafar is an energetic and promising entrepreneur and apart from his
numerous business interests in Bangladesh and abroad, Mr. Zafar is compassionate about social responsibility
and contributes to philanthropic services for the underprivileged women and children and has affiliation with a
number of social groups. He has visited a good number of countries across the globe for businesses purpose. He
is a donor trustee of Begum Zebunnessa and Kazi Mahabubullah Janakalyan Trust.
Page | 16
Ms. Anushka Mehreen Zafar
Ms. Anushka Mehreen Zafar is a Sponsor Director of Midland Bank Limited joined the Board of Directors with
effect from March 24, 2019. She has an M.A. in Health Communication from Emerson College, Boston, USA.
After returning to Bangladesh she worked in different Non-Government Organization and contributed in the
Health sector of the country. Ms. Anushka Mehreen Zafar has considerable social affiliations. She has travelled
widely across Asia, Europe and North America on professional and personal trips. With a compassion for the
underprivileged, she is involved in various philanthropic work in the community. She is a Donor Trustee of Begum
Zebunnessa and Kazi Mahabubullah Janakalyan Trust.
Mr. Md. Wahid Miah

Mr. Md. Wahid Miah is a Sponsor Director of Midland Bank Limited. He is a very successful businessman and has
over 30 years of experience in Textiles, Jute, Garments, Ship, Construction, Transport, Filling Station, Heavy
Equipment Engineering and Brick industry of the country: Under his dynamic Management, Karim Jute Spinners
Ltd. was awarded ‘Agrani Bank Trophy’ for being best export performers in 2010 and has been awarded National
Export Trophy for two times, i.e. 2011-12 and 2013-14 as recognition for being largest exporters of Jute yarn. Mr.
Md. Wahid Miah is a humanitarian who is passionately involved in encouraging social awareness. Mr. Wahid
regularly donates to educational institutions and promotes women's education. He is one of the largest donors
to Muslim Missions and educational institutions. He is also an Executive Member of Bangladesh Textile Mills
Association.
Refat Garments Ltd.

Incorporated in Dhaka, Bangladesh at 2004, Refat Garments Ltd. is one of the most important concerns of
Hameem Group. It is one of the major garments manufacturing organization in Bangladesh. The organization
has topnotch work environment. The factory has 39 production lines with monthly 915,000 pcs production
capacity. Currently 4,676 manpower is working in the organization. Refat Garments Ltd. received Export Trophy
in the Annual Year 2017-2018 and 2018 to 2019, 2019-2020.
Mr. Kazi Ekramullah

Mr. Kazi Ekramullah was born on April 04, 1953. He studied at St Gregory School and then at Jhenaidah Cadet
College. He did his SSC from Residential Model School and HSC from Dhaka College. He then went to England
and studied OND Bs Studies and HND Bs Studies. He came back to Dhaka and joined in his family business. He is
a director of Hong Kong Shanghai Manjala Textile Mills Ltd. He is a Founder Donor Member of Begum
Zebunnessa & Kazi Mahbubullah Janokalyan Trust. He is married to Fouzia Ekramullah and are blessed with one
daughter and one son.
Mrs. Sabiha Mahboob

Mrs. Sabiha Mahboob is one of the Sponsor Shareholders of Midland Bank Limited. She was born in 1954. She
studied at Holy Cross School and College and later graduated in History from the University of Dhaka. She also
obtained post-graduate teaching diploma from Massey University, Auckland, New Zealand. She worked as
teacher in Brunei from 1986 to 1997 and in New Zealand from 1999 to 20015. Mrs. Sabiha Mahboob is also
known as one of the most prominent Nazrul Geeti artistes since the 80s.
Ms. Scherezad Joya Monami Latif

Ms. Scherezad Joya Monami Latif is a Sponsor Director of Midland Bank Limited She has an M.A. degree from
Harvard University and Ph.D. from Columbia University. She currently serves at the World Bank. Apart from her
employment, Ms. Monami has considerable social affiliations. She has travelled widely across Asia, Europe and
North America on business and personal trips. With a compassion for the underprivileged, she is involved in
various philanthropic works in the community. She is a Donor Trustee of Begum Zebunnessa and Kazi
Mahabubullah Jono Kallayan Trust.
Mr. Abdullah Ahmed Yousuf

Mr. Abdullah Ahmed Yousuf is a Sponsor Director of Midland Bank. He holds a B.Sc. (Hons) and M.Sc. in
Geography from Dhaka University. He is a proponent of higher education and is currently teaching in Auckland,
New Zealand. Mr. Ahmed is associated with various CSR initiative. He is a Donor Trustee Zebunnessa and Kazi
Mahabubullah Jona kalayan Trust.
Page | 17
Late Mr. M. Moniruzzaman Khandaker
Late M. Moniruzzaman Khandaker was the founding Chairman of Midland Bank Limited. He was born in the year
1940 in a respectable Muslim family in Cumilla. He had his early schooling in local educational institutions and
later obtained B.Com (Hon's) Degree, M.Com Degree, L.L.B. Degree from Dhaka University and completed
courses in Taxation Management in United Kingdom and Germany. With a career spanning over fifty years, Mr.
Moniruzzaman had vast experience in Taxation, VAT, Customs and Banking. Mr. Moniruzzaman joined Pakistan
Civil Service in 1965, eventually retiring as a Member of the National Board of Revenue in 1998. Throughout his
career, he served as an independent Director and Advisor for numerous financial institutions and conglomerates,
notably Bangladesh Commerce Bank, The City Bank Ltd., Phoenix Insurance, Phoenix Finance, Anwar Group and
Apollo Group. Before Midland Bank, he served three terms as the Chairman of Karmashangstan Bank. In
addition, his law firm, "Khandaker & Associates, is the top Fiscal Law Firm in the country representing notable
figures of the society including the Honorable Prime Minister of Bangladesh, Mrs. Sheikh Hasina.
Apart from being a lawyer of reputed and a dynamic visionary leader, he was also a prominent figure in the
social sphere and passionate about education. His social commitment and passion for education came to fruition
through establishing 'Baputy-Para Balika Biddaloy' and 'Dr. Sabrina Vocational Women's College, all of which
provide free quality education for women in the District of Cumilla. He also built Chand Tara Jame Mosque in
Cumilla for daily prayer services and for children of the locality to learn the holy Al-Quran. Mr. M. Moniruzzaman
received numerous trophies and accolades for his outstanding contribution to the society and national
development. Among many others, he won the coveted Srijan Atish Dipankar Award in 1990, Sher-e-Bangla
Smriti Purashkar in 2009 and Poet Abu Zafar Obaidullah Khan Award in 2012.
Mr. Khandaker Rashed-S-Zaman

Mr. Khandakar Rashed-S Zaman was born in 1971. He studied at St. Joseph’s High School and Dhaka College. He
graduated with a Bachelor of Science Degree in Electrical Engineering with Honors from Houston and Texas A&M
University, USA and later earned an MBA with distinction in Finance from University of St. Thomas (UST) in
Houston. Mr. Khandakar Rashed-S Zaman has more than twenty-five years of diverse experience in engineering,
manufacturing, finance and banking sectors. He started his dynamic career in 1995 with Compaq Computers
USA, currently known as Hewlett Packard (HP). Afterwards, he held various Senior Management positions in
several different countries. In his executive roles, Mr. Zaman spent ten years in Engineering - Polymers and
Plastics Business, seven years in the Oil and Gas industry and eight years in Banking. His specialties include
finance, accounting, cost-control, audit, risk management, business planning, market development and software
implementation.
Mr. Zaman is currently one of the Directors of WASO Credit Rating Company, where early in his career he had
served as the Deputy Managing Director (DMD). He is a Sponsor-Shareholder of Midland Bank Limited and the
current Chairman & CEO of KZR International Trading Ltd. He is also the Chairman of Baputipara Girls School &
College and Baputipara Jame Masjid located in Cumilla, Bangladesh.
Mr. Nazib Ahmed

Mr. Nazib Ahmed is a prominent businessman. He is the founder and co-owner of Mother Telecommunication,
an Interconnection Exchange (ICX) operator licensed by Bangladesh Telecommunication Regulatory Commission
(BTRC). He is also engaged in various social and philanthropic works.
Mrs. lshrat Ahmed

Mrs. Ishrat Ahmed is a prominent businessman. She is the founder and co-owner of Mother Telecommunication,
an Interconnection Exchange (ICX) operator licensed by Bangladesh Telecommunication Regulatory Commission
(BTRC). She is also engaged in various social and philanthropic works.
Ms. Dr. Fahmida Haque

Dr. Fahmida Haque, a physician by profession, is a Sponsor Shareholder of Midland Bank Limited. She obtained
her MBBS from Sir Salimullah Medical College and Fellowship in clinical neurophysiology from University of
Malaya, Malaysia.
Page | 18
Late Mrs. Ela Haque
Late Mrs. Ela Haque was the chairman and Director of Trauma Center, which is a renowned Orthopedic Hospital
started by her along with her husband Prof. Dr. AFM Ruhal Haque. She was engaged in the management of the
hospital until her last day and devoted her life to serve the people of the country.
Late Mr. Niranjan Chandra Saha

Late Mr. Niranjan Chandra Saha was one of the promoter and Sponsor Shareholders of Midland Bank Limited.
Mr. Saha was a renowned businessman of Narayanganj. He was engaged in trading of Cotton and Yarn Business.
He had over 55 years of experience in cotton and Yarn business. He was the founder Managing Director of G.N.
Cotton Mills Ltd. and proprietor of Eastern Yarn Trade Agency. He was the highest Tax payer of Narayanganj for
two times. He has established SaliaKandi Indubushon Saha High School at Muradnagar Upazila, Cumilla. He has
also established Rada Gobinda Temple at Saliakandi, Muradnagar, Cumilla and was the Chairman of different
Temples at Narayanganj including Raj Laksmi Narayan Temple.
Mrs. Salina Maksuda

Mrs. Salina Maksuda was born is a respected Muslim family of Shariatpur. She is one of the Sponsor Shareholders
of Midland Bank Limited. She is engaged in various social and humanitarian organization.
Mr. Basudev Saha

Mr. Basudev Saha is one of the Sponsor Shareholders of Midland Bank Limited. Mr. Saha was is a renowned
businessman of Chottogram. He is engaged in producing and trading of salt Business. He had over 40 years of
business experience. Mr. Basudev Saha is engaged in various social and philanthropic activities.
Badsha Textiles Ltd.

Badsha Textiles Ltd. is a leading textile conglomerate in Bangladesh having a turnover of $258 million.
Committed to philanthropy and socio-economic development, the Company is providing an array of products
and services for textile and apparel industries. In more than a decade of its establishment, the Group has created
several benchmarks and established milestones for the forthcoming generations.
Mr. Md. Badsha Mia, Managing Director of Badsha Textiles Ltd., is a well-reputed industrialist who was elected
as President of Yarn Merchants Association for two consecutive terms. He started with wholesaling of yarn back
in year 1977. Within a short span of time, he emerged as one of the largest yarn traders in Narayanganj. His
venture commenced with a 100% export-oriented sweater factory under the name and style Pioneer Sweaters
Ltd. in 2000. By virtue of his relentless efforts and dynamic leadership, subsequently he established two Spinning
Mills in the name of Badsha Textiles Ltd. and Kamal Yarn Ltd. The latest addition of BGI is the largest and most
modern sweater factory in Bangladesh named Pioneer Knitwears (BD) Ltd.
To cope with the pace in harmony of modern textile world, the industries are outfitted with 'state of the art'
machinery and technology. The machines have been imported from Switzerland, Germany, Italy and Japan under
the brand names of Seema-saki, Rieter, Savio Polar, Texparts, Uster and so on, which allow it to produce high
quality cotton yarns with a capacity of 160 tons per day.
Mr. Al-haj Mohammed Issa Badsha

Mr. Al-Haj Mohammed Issa Badsha is a Sponsor Director of Midland Bank Limited. He is a renowned
businessman of Chittagong region with more than 30 years of experience in manufacturing sector. He has also
business interests in ship breaking and local trading. He donates generously to various humanitarian causes each
year. Mr. Issa Badsha is 'Life Member' of Maa O Shishu Hospital Chittagong, Chittagong Diabetic General
Hospital, Chittagong Kidney Foundation, Chattagram Samiti Dhaka, CTG Metropolitan Shooting Club, CTG Press
Club, Bhatiary Golf and Country Club and 'Member of the Chittagong Co-operative Housing Society Ltd.
Chattagram Jela Krira Sangstha, The Chittagong Chamber of Commerce & Industry. He is also a 'Permanent
Member' of the Chittagong Club Ltd., Chittagong Boat Club Ltd., Chittagong Metropolitan Lions Club and
Chittagong Seniors' Club Ltd.
Page | 19
(g) Capital Structure and History of Capital Raising
Particulars No. of Ordinary Shares Nominal price Amount (BDT)

Before IPO:
Authorized Capital 1,000,000,000 10/- 10,000,000,000
Issued, Subscribed and Paid up capital 569,669,753 10/- 5,696,697,530
Total paid up capital before IPO (A) 569,669,753 10/- 5,696,697,530
After IPO:
To be issued as IPO (B) 70,000,000 10/- 700,000,000
Paid up capital (Post IPO) (A+B) 639,669,753 10/- 6,396,697,530
The bank has raised its paid-up capital in following phases:

Nominal Issue Number of Shares Issued Amount of Share
Date of Allotment
Price Price In cash Bonus Share Capital (BDT)
March 20, 2013: First Allotment
(Subscription to the Memorandum of
10/- 10/- 400,000,000 - 4,000,000,000
association at the time of
Incorporation)
October 10, 2016: 2nd allotment 10/- 10/- - 32,000,000 320,000,000
June 29, 2017: 3rd allotment 10/- 10/- - 47,520,000 475,200,000
September 13, 2018: 4th
10/- 10/- - 47,952,000 479,520,000
allotment
September 14, 2019: 5th
10/- 10/- - 42,197,753 421,977,530
allotment
Total 5,696,697,530
(h) Summary of Valuation Report of Securities
Sl. No. Valuation Methods Fair Value (BDT)

Method-1 Net Asset value (NAV) per share 13.00
(I) Earning-based Value per Share (Considering Market P/E) 19.25
Method-2
(II) Earning-based Value per Share (Considering Sector P/E) 10.01
Method-3 Average Market Price of Similar Stocks Based Valuation 29.70
The detailed valuation workings of the above-mentioned methods are furnished under the head of “Valuation
Report of securities prepared by the Issue Manager” in this draft prospectus.
Page | 20
(i) Others
DECLARATION REGARDING ANY MATERIAL CHANGE INCLUDING RAISING OF PAID-UP CAPITAL AFTER THE
DATE OF AUDITED FINANCIAL STATEMENTS AS INCLUDED IN THE PROSPECTUS
This is to declare that, to the best of our knowledge and belief, there is no material change including Raising of
Paid-up Capital after the date of Audited Financial Statements as incorporated in the Prospectus.
For Midland Bank Limited,
Sd/-
Md. Ahsan-uz Zaman
Managing Director & CEO
DECLARATION OF ISSUER REGARDING ISSUE MANAGER OR ANY OF ITS CONNECTED PERSONS HOLDING OF
ANY SECURITIES OF MIDLAND BANK LIMITED
This is to declare that, the Issue Manager or any of its connected persons is no way connected with Midland
Bank Limited or any of its connected person nor does hold any securities.
Sd/-
Md. Ahsan-uz Zaman
DECLARATION OF LANKABANGLA INVESTMENTS LIMITED REGARDING ISSUE MANAGER OR ANY OF ITS

CONNECTED PERSONS HOLDING OF ANY SECURITIES OF MIDLAND BANK LIMITED
This is to declare that, LankaBangla Investments Limited or any of its connected persons is no way connected
with Midland Bank Limited or any of its connected person nor does hold any securities.
For LankaBangla Investments Limited,
Sd/-
Iftekhar Alam
Chief Executive Officer
Page | 21
SECTION: II CONDITIONS IMPOSED BY THE COMMISSION
Disclosure in respect of issuance of security in demat form
As per provision of the Depository Act, 1999 and regulations made thereunder, shares will only be issued in
dematerialized form. All transfer/transmission/splitting will take place in the Central Depository system of CDBL
and any further issuance of shares (right/bonus) will be issued in dematerialized form only.
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969:
PART–A
1. The Company shall go for Initial Public Offer (IPO) for 70,000,000 ordinary shares (Including 5,000,000 shares
under ESPP) of Tk. 10.00 each at par totaling to Tk. 700,000,000 (Taka Seventy Crore only) following the
Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015, the Depository Act, 1999 and rules made there under.
2. The abridged version of the prospectus, as approved and vetted by the Commission, shall be published by
the issuer in 4 (Four) national daily newspapers (two in Bangla and two in English), within 05 (Five) working
days from the date of issuance of this consent letter. The issuer shall post the full prospectus, vetted by
Commission, in the issuer’s website and shall also put on the websites of the Commission, stock exchanges,
and the issue manager, within 2 (Two) working days of publication of abridged version of prospectus in the
newspaper and shall remain posted till the closure of the subscription list. The issuer shall submit to the
Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted
prospectus in “MS -Word” format.
3. The Company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record
within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the
newspaper.
4. The issuer Company and the issue manager shall ensure transmission of the prospectus and its abridged
version for NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working
days from the date of publication of the abridged version of the prospectus in the newspaper. A compliance
report shall be submitted in this respect to the Commission jointly by the issuer and the Issue Managers
within 02 (Two) working days from the date of said transmission of the prospectus.
5. The following declaration shall be made by the Company in the prospectus, namely: -
“Declaration about Listing of Shares with the stock exchange(s):
None of the stock exchange(s), if for any reason, grants listing within 20 (Twenty) working 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 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from
the date of expiry of the said 20 (Twenty) working days, as the case may be.
In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the
Company, 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) 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 07 (Seven) days of expiry of
the aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.”
Then stock exchanges shall complete the listing procedure and start of trading of securities within 20 (Twenty)
working days from the closure of subscription.
Page | 22
6. Each General Applicant (General Public and Non-resident Bangladeshi applicants) who intends to submit
application through the Electronic Subscription System (ESS) of the exchange(s) shall maintain a minimum
investment of Tk. 20,000/- (Taka twenty thousand only) in the listed securities (matured securities) at
market price (the close price of both Exchanges whichever is higher) as on the end of a working day which
is immediately preceded by 5 (Five) working days from the first day of starting the subscription. The
application amount shall be Tk. 10,000/- (Taka ten thousand only). Exchanges shall send the list of BO
Accounts who have applied in the IPO to the Central Depository Bangladesh Limited (CDBL). CDBL shall verify
the list of BO Accounts provided by the Exchanges regarding investment of general applicants in listed
securities.
7. The IPO shall stand cancelled in case of under-subscription collectively above 35%. In such an event, the
issuer and issue manger shall inform the Commission within 2 (two) working days and release the
subscription money within 7 (Seven) working days after receiving verification report from CDBL and the
information from exchanges regarding subscription.
8. In case of under-subscription under any of sub-categories of eligible investor’s category or general public
category, the unsubscribed portion shall be added to other sub-category of the same category. In case of
over subscription in the general public category, the securities shall be allotted on pro-rata basis, any
fraction shall be considered to the nearest integer and accumulated fractional securities shall be allotted on
random basis.
9. 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 and deposited to the Commission and the balance amount will be refunded to the applicant.
10. The applicants who have applied for more than two applications using same bank account, their application
will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be
forfeited and deposited to the Commission and the balance amount will be refunded to the applicant.
11. 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 sell proceeds of forfeited shares (unit) shall be
deposited in the 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.
12. The Company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously
in which the shares will be listed, within 24 (Twenty-Four) hours of allotment.
13. Shares which are not allotted at the time of according this consent, but allotted after listing, in favor of
sponsors, directors or shareholders having 10% or more shares, other than alternative investment funds,
through stock dividends, shall be subject to a lock-in period of 02(two) years from the date of issuance of
the prospectus.
14. If any shares of Sponsors/Directors/Promoters are in paper format, it shall be handed over to securities
custodian registered with the Commission and shall remain held till completion of lock-in period and the
name of the securities custodian shall be furnished to the Commission jointly by the issuer and issue
manager, along with a confirmation thereof from the custodian, within one week of listing of the shares
with the stock exchange(s). Otherwise those shares (shares of Sponsors/ Directors/ Promoters) can be
dematerialized and shall remain in lock-in under CDBL system and issuer shall submit a dematerialization
confirmation report generated by CDBL and attested by Managing Director of the Company along with the
lock-in confirmation to the Commission within one week of listing of the shares with the stock exchange(s).
In respect of shares other than Sponsors/Directors/Promoters, the issuer will ensure their lock-in of those
shares and submit a statement to this effect to the Commission.
Page | 23
15. The Company shall not declare any dividend/bonus shares before listing with any Exchange from the date
of this letter.
16. The Company shall not engage itself into any merger/amalgamation or acquisition activities without taking
“No Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as
recommended by the Board of Directors, before approval by the shareholders in General Meeting.
17. Each Eligible Investor (EI) who intends to submit application through the Electronic Subscription System
(ESS) of the exchange(s) shall maintain a minimum investment of Tk. 5,000,000/- (Taka fifty lac) for approved
pension funds, recognized provident funds and approved gratuity fund and other EIs of Tk. 10,000,000/-
(Taka one crore) in the listed securities (matured securities) at market price (the close price of both
Exchanges whichever is higher) as on the end of a working day which is immediately preceded by 5 (five)
working days from the first day of starting the bidding as per clause (e) of sub-rule (1) of rule 2 of the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. Exchanges shall send the list of
BO Accounts who have applied in the IPO to the Central Depository Bangladesh Limited (CDBL). CDBL shall
send a report to the Exchanges on the basis of the list of BO Accounts provided by the Exchanges regarding
holding of EIs in listed securities and the Exchange shall ensure the compliance in this regard.
Page | 24
PART–B
Application Process
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 25th (twenty fifth) working day from the date of publication
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, Total Amount and Category of the Applicant. At the
same time:
a) Eligible investors shall submit an application through the electronic subscription system of the
exchange(s) and deposit the full amount intended to subscribe by the method as determined by
exchange(s).
b) The General Public and Non Resident Bangladeshi (NRB) applicants shall submit the application in the
electronic subscription system of the exchange(s) through the Stockbrokers/Merchant Bankers where
the applicant maintains customer account.
Step-2 (Intermediary)
3. The registered Stockbroker/Merchant Banker in the ESS shall:
a) Post the amount separately in the customer account equivalent to the application money;
b) Accumulate all the applications/buy instructions received up to the cut-off date and transfer the
amount to their respective Consolidated Customer Account;
4. The registered Stockbroker/Merchant Banker in the ESS shall prepare category wise lists of the applicants
containing Customer ID, Name, BO Account Number and within 03 (three) working days from the cut-off
date, upload to the ESS, the lists of applicants in electronic (text format with tilde „~‟ separator) format,
deposit the full amount received from the General Public and Non-resident Bangladeshi (NRB) applicants by
the method as determined by exchange(s).
5. The applications/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 (Six)

months from listing of the securities with exchange.
6. The Exchanges shall prepare consolidated list of the applications and send the applicants‟ BOIDs in the
electronic (text) format in a CDROM to CDBL for verification on the next working day. CDBL shall verify the
BOIDs as to whether the BO accounts of the applicants are active or not, verify more than two applications
by an individual, verify more than two applications using same bank account and investment criteria.
7. On the next working day, CDBL shall provide the exchanges with an updated database of the applicants
containing BO Account Number, Name, Addresses, Parents’ Name and Joint Account information along with
the verification report.
8. After receiving verification report and information from CDBL, the Exchange shall scrutinize the applications,
prepare category wise consolidated lists of valid and invalid applications within 05 (five) working days.
9. Within next working day, the Exchanges shall provide the Commission, Issuer and Issue Manager with the
soft copy of subscription result.
Page | 25
Step-3 (Issuer)
10. The Issuer and Issue Manager shall post the final status of subscription on their websites within 6 (six) hours
and on the websites of The Commission and Exchanges within 12 (twelve) hours of receiving information
by the Commission and Exchanges.
11. Within 03 (Three) working days of receipt of the subscription result, the Issuer and Exchanges shall:
a) Process pro-rata allotment of securities to the General Public and Non-Resident Bangladeshi (NRB)
applicants;
b) Prepare category wise lists of invalid 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 mentioning the penalty amount against each applicant;
c) Issuer shall issue allotment letters in the names of allottees in electronic format; and
d) Issuer shall credit the allotted shares to the prospective BO accounts on the basis of allotment data
(BOID and number of securities) via their CDBL VeDAS Terminal.
12. On the next working day, Exchanges shall:
a) remit the amount of allotted applicants to the Issuer‟s respective Escrow Account opened for
subscription purpose;
b) send the penalty amount who are subject to penal provisions to the Issuer’s respective Escrow Accounts
along with a list;
c) distribute the information and allotment letters to the Stock brokers/Merchant Bankers concerned in
electronic format with a request to refund the balance application money.
13. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant
Banker shall refund the excess application money in the customer accounts and inform the applicants about
the allotment of securities.
Miscellaneous:
14. The Issuer, Issue Manager(s), Stockbrokers, Merchant Bankers and Exchanges shall ensure compliance of
the above.
15. The Issuer shall pay the costs related to process the Eligible Investors allotment if claimed by the Exchange
concerned up to an amount of Tk. 200,000/- (Taka Two Lac) only and Tk. 800,000/- (Taka Eight Lac) only for
processing the applications of General Public and Non-Resident Bangladeshi (NRB) applicants.
16. 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 for the service provided till withdrawal of the money.
The service charge shall be paid by the applicant at the time of submitting an application.
17. The Exchanges shall provide the Issuer with a statement of the remittance.
18. The Issuer shall send the penalty amount to the Commission through a bank draft/payment order issued in
favor of the Bangladesh Securities and Exchange Commission.
19. The concerned Exchanges 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.
Page | 26
PART–C
1. The issue managers shall carefully examine and compare the published prospectus and its abridged version
on the date of publication with the copies vetted by the Commission. If any discrepancy is found, both the
issuer and the issue managers shall jointly publish a corrigendum immediately in the same newspapers
concerned, simultaneously endorsing copies thereof to the Commission and the stock exchanges
concerned. In this regard, the issue manager shall submit a compliance report to the Commission within 5
working days from the date of such publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) and that
utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque,
pay order or bank drafts etc.
3. The Company shall furnish status report on utilization of Public Offering proceeds audited by foreign
affiliated auditors and authenticated by the board of directors to the Commission and the exchanges within
15 (Fifteen) days of the closing of each quarter until such fund is fully utilized, as mentioned in the schedule
contained in the prospectus. The issuer shall simultaneously post the status report in its websites and
Exchanges shall also post the same in company information contained in websites of the exchanges. In the
event of any irregularity or inconsistency, the Commission may employ or engage any person to examine
whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.
4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms
of reference (TOR) and confirm the same in their report/certificate:
a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;
b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s consent
letter;
c) Whether utilization of IPO proceeds have been completed within the time schedule/implementation
schedule as specified in the published prospectus;
d) Whether utilization of IPO proceeds is accurate and for the purpose of the Company as
mentioned/specified in the published prospectus; and
e) The auditors should also confirm that:(i) assets have been procured/imported/constructed maintaining
proper/required procedure as well as at reasonable price; and (ii) auditors’report has been made on
verification of all necessary documents/papers/vouchers in support of IPO proceeds making
reconciliation with Bank Statement.
5. All transactions, excluding petty cash expenses, shall be affected by crossed cheques or bank transfers.
6. Proceeds of the public offering shall not be transferred to any other bank account before listing with the
Exchange(s). The proceeds shall not be used for any purpose other than those specified in the prospectus
without any valid ground. Any material deviation in this respect must have prior approval of at least 51% of
the public shareholders, other than sponsors and directors, in a general meeting through a board-approved
agenda and due notification to the shareholders. Before the said general meeting, such deviation as
recommended by the Board of Directors shall be published as price-sensitive information with detailed
description and reasons for such deviation. If approved by the shareholders, the meeting resolution shall
be submitted to the Commission along with reasonable explanations and the decision shall be published as
price-sensitive information.
7. If any quarter of the financial year ends after publication of the abridged version of prospectus and before
listing of its securities with any exchange, the Company shall disseminate/transmit/submit the said quarterly
financial statements in accordance with the Commission’s Notification BSEC/CMRRCD/2006-
158/208/admin/81 dated 20 June 2018 and Rules 15 of the Securities and Exchange Rules, 2020.
Page | 27
8. In the event of arising issues concerning Price Sensitive Information as defined under the wmwKDwiwUR I G·‡PÄ
Kwgkb (myweav‡fvMx eëmv wbwl×KiY) wewagvjv 1995 after publication of the abridged version of prospectus and before
listing of its securities with any exchange, the Company shall disseminate/transmit/submit the information
as price sensitive in accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated
October 24, 2000.
PART–D
1. As per provision of the Depository Act, 1999 & Regulations made thereunder, shares will only be issued in
dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository
Bangladesh Ltd. (CDBL) system and any further issuance of shares (Including rights/bonus) will be made in
dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the Exchanges.
Provided that the Board of Directors of the issuer along with the Issue Manager(s) shall conduct a quarterly
meeting with the Capital Issue Department of the Commission regarding compliance status of its business
plan as mentioned in the Prospectus.
3. The Commission may impose further conditions/restrictions etc. from time to time as and when considered
necessary which shall also be binding upon the issuer company.
Page | 28
SECTION: III DECLARATION AND DUE DILIGENCE CERTIFICATES
Annexure -A
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF

THE ISSUER IN RESPECT OF THE PROSPECTUS
[See rule 4 (1)(d)]
This 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 prospectus to enable the investors to make
a well-informed decision for investment.
Sd/- Sd/- Sd/- Sd/-

Nilufer Zafarullah Md. Shamsuzzaman Master Abul Kashem Dr. Kazi Shahidullah
Chairman Vice Chairman Director Director
Nominated by Liberty
Knitwear Ltd.
Sd/- Sd/- Sd/- Sd/-

Kazi Omar Zafar Ahsan Khan Chowdhury Rezaul Karim A.K.M. Badiul Alam
Director Director Director Director
Nominated by Reedisha Nominated by Garments
Knitex Ltd. Export Village Ltd.
Sd/- Sd/- Sd/- Sd/-

Md. Kamal Hossain Hafizur Rahman Sarker Abdul Momin Mondol Kazi Raihan Zafar
Nominated by That’s It Nominated by Beq Knit Ltd. Nominated by Mondol
Sportswear Ltd. Fabrics Ltd.
Sd/- Sd/- Sd/- Sd/-

Dr. Mostafizur Rahman Anushka Mehreen Zafar Md. Wahid Miah Mahbubul Hady Fazle Rab
Director Director Director Independent Director
Nominated by Popular
Pharmaceuticals Ltd.
Sd/- Sd/-
Nazimuddin Chowdhury Md. Ahsan-uz Zaman
Independent Director Managing Director & CEO
Date: April 24, 2022
Page | 29
Annexure-B
DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER

[Rule 4(1)(d)]
To
The Bangladesh Securities and Exchange Commission
Sub: PUBLIC OFFER OF 70,000,000 ORDINARY SHARES OF TK. 700,000,000/- BY MIDLAND BANK 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 prospectus 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 prospectus 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 prospectus 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 prospectus 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
Page | 30
the rule number, its text, the status of compliance, page numbers of the prospectus 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:
Publication Dividend Payment History

Sl. Listing Issue
Name of the Issue Date of
No. Year Price 2017 2018 2019 2020 2021
Prospectus
aamra networks 35.00 6% C, 5% C,
1. 11- Jul-17 2017 10% C 10% C 10% C
limited 39.00 6% B 5% B
Energypac Power 31.00
2. 09-Nov-20 2021 - - - - 10% C
Generation Limited 35.00
Baraka Patenga 29.00 12.50%
3. 11-May-21 2021 - - - -
Power Limited 32.00 C
Note: B refers to Bonus/Stock Dividend; C refers to Cash Dividend and issue price is in BDT
For the Issue Manager:
Sd/-
Iftekhar Alam
LankaBangla Investments Limited
Place: Dhaka
Page | 31
Annexure C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER

[LANKABANGLA INVESTMENTS LIMITED]
[Rule 4 (1)(d)]
To
Sub: PUBLIC OFFER OF 70,000,000 ORDINARY SHARES OF TK. 700,000,000/- OF MIDLAND BANK 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. 2,405,000,000
(Taka Two Hundred Forty Crore Fifty Lac only) and we have the capacity to underwrite a total amount
of Tk. 12,025,000,000 (Taka One Thousand Two Hundred Two Crore Fifty Lac only) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 145,000,000 (Taka Fourteen Crore Fifty
Lac only) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us:
Amount Underwritten
Sl. No. Name of Issuer Type of Issue
(in BDT)
1. Omera Petroleum Limited IPO 146,041,141
2. Agrani Insurance Company Limited Rights Offer 2,000,000
3. Mercantile Bank Limited Perpetual Bond 10,000,000
4. First Security Islami Bank Limited Rights Offer 50,000,000
5. Global Islami Bank Limited IPO 150,000,000
6. Islami Commercial Insurance Company Limited IPO 2,000,000
Total 360,041,141
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/-
Iftekhar Alam

Page | 32
Annexure-C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S)

[ICB CAPITAL MANAGEMENT LIMITED]
[See rule 4 (1) (d)]
To
Sub: Public offer of 70,000,000 Ordinary Shares of Tk. 700,000,000 of Midland Bank 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
(2) On the basis of such examination and the discussions with the issuer company, its directors and officers,
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. 329.65 (Three
hundred twenty-nine point six five) crore and we have the capacity to underwrite a total amount of Tk.
2,038.04 (Taka two thousand thirty-eight point zero four) crore as per relevant legal requirements. We
have committed to underwrite for up to Tk. 4.00 (four) crore only 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 Omera Petroleum Limited 41,726,036
2 Islam Oxygen Ltd. 100,000,000
3 First Security Islami Bank Ltd. 100,000,000
4 B. Brothers Garments Company Limited 50,000,000
5 Islami Commercial Insurance Company Limited 2,000,000
Total 293,726,036
(c) All information as are relevant to our underwriting decision have been received by us and the draft
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue
(e) This underwriting commitment is unequivocal and irrevocable.
Sd/-
Asit Kumar Chakravorty
Place: Dhaka
Date: 17 April 2022
Page | 33
Annexure-C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S)

[SONALI INVESTMENT LIMITED]
[Rule 4 (1)(d)]
To
Dear Sir,
as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the
WE CONFIRM THAT:
(Two hundred crore only) and we have the capacity to underwrite a total amount of Tk. 10,000,000,000
(One thousand crore only) as per relevant legal requirement. We have committed to underwrite for up
to Tk. 20,000,000 (taka two crore only) for the upcoming issue.
Sl. No. Name of the Company Amount Underwritten (in Tk.)

1 Dragon Sweater & Spinning Limited 20,000,000
2 Modern Steel Mills Limited 30,000,000
3 First Securiy Islami Bank Limited 100,000,000
4 Islam Oxygen Limited 50,000,000
5 B. Brothers Garments Company Limited 25,000,000
Total 225,000,000

Sd/-
Md. Shawkat Jahan Khan
Dated: 17 April, 2022

Page | 34
Annexure C

[RUPALI INVESTMENT LIMITED]
[Rule 4 (1)(d)]
To
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
WE CONFIRM THAT:
(one hundred) crore and we have the capacity to underwrite a total amount of Tk. 5,000,000,000 (Five
hundred) crore as per relevant legal requirements. We have committed to underwrite for up to Tk.
20,000,000 (two) crore for the upcoming issue.
Sl. Amount Underwritten

Name of The Company Nature of the Issue
No. (in BDT)
1 First Secutity Islami Bank Limited Right Issue 50,000,000
Total 50,000,000
Sd/-
A K M Zakir Hossain
Date: 17 April 2022
Page | 35
Annexure-C

[PRIME BANK INVESTMENT LIMITED]
[See rule 4 (1)(d)]
To
Dear Sir,
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
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.3,000,000,000.00
(Taka Three Hundred Crore Only) and we have the capacity to underwrite a total amount of
Tk.15,000,000,000 (Taka Fifteen Hundred Crore) as per relevant legal requirements. We have committed
to underwrite for up to Tk. 20,000,000 (Taka Two Crore Only) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Amount Underwritten
Sl. No. Clients
(in BDT)
1 Omera Petroleum Limited 41,726,036
2 Meghna Insurance Limited 10,000,000
3 Agrani Insurance Company Limited 2,000,000
4 BD Paints Limited 10,000,000
5 Global Islami Bank Limited 87,500,000
6 Al-Madina Pharmaceuticals Limited 12,500,000
Total 163,726,036
(c) All information as are relevant to our underwriting decision have been received by us and the draft
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue
(e) This underwriting commitment is unequivocal and irrevocable.
Sd/-
Khandoker Raihan Ali FCA
Managing Director & CEO (CC)
Prime Bank Investment Limited
Place: Dhaka
Page | 36
SECTION: IV ABOUT THE ISSUER
(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 : Midland Bank Limited

Date of Incorporation : 20.03.2013
Commencement of Commercial
: 20.03.2013
Operations
Logo :
N.B. Tower (Level 6 to 9), 40/7, Gulshan North Avenue, Gulshan-2, Dhaka –
Registered Office :
1212, Bangladesh
Since MDB is engaged in the operation of banking company, there is no plant
of the bank. However, MDB is operated through 35 Branches (16 Urban
Other Office (Plant) : Branches and 19 Rural Branches), 13 Sub Branches, 51 ATMs, 100 Agent
Banking Centers (ABCs) and 10 Collection Booths covering commercially
important locations across the country.
Telephone Number : +88 096170 16596
Fax Number : +88 02 55052214
Khalid Mohammad Sharif FCS
Contact Person :
Company Secretary
Website Address : www.midlandbankbd.net
E-mail Address : info.mdb@midlandbankbd.net
(b) The names of the sponsors and directors of the issuer:
Sl. No. Name of the Sponsors

1. Mr. Kazi Zafarullah
2. Mrs. Nilufer Zafarullah
3. Liberty Knitwear Ltd.
4. Mr. Master Abul Kashem
5. Mr. Dr. Kazi Shahidullah
6. Mr. Kazi Omar Zafar
7. Mr. Mohammed Jamal Ullah
8. Mr. Ahsan Khan Chowdhury
9. Reedisha Knitex Ltd.
10. Garments Export Village Ltd.
11. That’s It Sportswear Ltd.
12. Refat Garments Ltd.
13. Hazrat Amanat Shah Spinning Mills Ltd.
14. Beq Knit Ltd.
15. Mondol Fabrics Ltd.
16. Mr. Kazi Raihan Zafar
17. Ms. Anushka Mehreen Zafar
18. Mr. Kazi Ekramullah
19. Mrs. Sabiha Mahboob
20. Ms. Scherezad Joya Monami Latif
21. Mr. Abdullah Ahmed Yousuf
22. Mr. M. Moniruzzaman Khandaker
23. Mr. Khandaker Rashed-S-Zaman
Page | 37
Sl. No. Name of the Sponsors
24. Mr. Nazib Ahmed
25. Mrs. lshrat Ahmed
26. Ms. Dr. Fahmida Haque
27. Mrs. Ela Haque
28. Mr. Niranjan Chandra Saha
29. Mrs. Salina Maksuda
30. Mr. Basudev Saha
31. Badsha Textiles Ltd.
32. Mr. Al-haj Mohammed Issa Badsha
33. Mr. Md. Wahid Miah
Sl. No. Name of the Directors (Current) Position

Mr. Md. Shamsuzzaman
2. Vice Chairman
(Nominated by Liberty Knitwear Ltd.)
Mr. Rezaul Karim
7. Director
(Nominated by Reedisha Knitex Ltd.)
Mr. A.K.M. Badiul Alam
8. Director
(Nominated by Garments Export Village Ltd.)
Mr. Md. Kamal Hossain
9. Director
(Nominated by That’s It Sportswear Ltd.
Mr. Hafizur Rahman Sarker
10. Director
(Nominated by Beq Knit Ltd.)
Mr. Abdul Momin Mondol
11. Director
(Nominated by Mondol Fabrics Ltd.)
Mr. Dr. Mostafizur Rahman
13. Director
(Nominated by Popular Pharmaceuticals Ltd.)
Independent
16. Mr. Mahbubul Hady Fazle Rab
Director
Independent
17. Mr. Nazimuddin Chowdhury
Director
18. Mr. Md. Ahsan-uz Zaman Managing Director & CEO
(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:
Auditor
A. Qasem & Co.
Name: :
Logo :
Gulshan Pink City, Suites # 01-03 (Level-7), Plot # 15, Road # 103, Block- CEN(C),
Address :
Gulshan Avenue, Dhaka, Bangladesh
Telephone Number : +88 02 888 1824-6
Fax Number : +88 02 888 1822
Contact Person : Mr. Gorachad Kundu FCA
Page | 38
Website Address : www.aqcbd.com
E-mail Address : gorachad.kundu@aqcbd.com
Registrar to the issue: This information is not applicable for MDB as the issuer intends to offer shares through
IPO under Fixed Price Method.
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed:
Dhaka Stock Exchange Limited Chittagong Stock Exchange PLC (CSE)

DSE Tower, Plot - 46, Road - 21 CSE Building, 1080, Sheikh Mujib Road,
Nikunja - 2, Dhaka – 1229 Chattagram – 4100
Page | 39
SECTION: V CORPORATE DIRECTORY OF THE ISSUER
Name of the Issuer : Midland Bank Limited (MDB)

Registered Office : N.B Tower (Level 6 to 9), 40/7 North Avenue, Gulshan 2, Dhaka 1212
Since MDB is engaged in the operation of banking company, there is no plant of the
bank. However, MDB is operated through 35 Branches (16 Urban Branches and 19
Factory (Plant) :
Rural Branches), 13 Sub Branches, 51 ATMs, 100 Agent Banking Centers (ABCs) and
10 Collection Booths covering commercially important locations across the country.
A. Qasem & Co., Chartered Accountants
Auditor : Gulshan Pink City, Suites # 01-03 (Level-7), Plot # 15, Road # 103, Block- CEN(C),
Gulshan Avenue, Dhaka, Bangladesh
Issue Manager : Assurance Nazir Tower, Level – 08,
65/B, Kemal Ataturk Avenue, Banani, Dhaka – 1213
This information is not applicable for MDB as the issuer intends to offer shares
Registrar to the Issue :
through IPO under Fixed Price Method.
There is no designated legal advisor of MDB. However, the bank has a panel of
Legal Advisor :
lawyers.
Tax Consultant : Howladar Yunus & Co., Chartered Accountants
Company Secretary : Khalid Mohammad Sharif FCS
All investors are hereby informed by the Company that the Company Secretary would be designated as
Compliance Officer who will monitor the compliance of the Acts, Rules, Regulations, Notifications, Guidelines,
Conditions, Orders/Directions issued by the Commission and/or Stock Exchange(s) applicable to the conduct of
the business activities of the Company, so as to promote the interest of the investors in the securities issued by
the Company, and for redressing investors’ grievances.
Page | 40
SECTION: VI DESCRIPTION OF THE ISSUER
(a) Summary
(i) The summary of the industry and business environment of the issuer:
Overview of Financial system of Bangladesh
The financial system of Bangladesh is comprised of three broad fragmented sectors. The sectors have been
categorized in accordance with their degree of regulation.
I. Formal Sector
II. Semi-Formal Sector
III. Informal Sector
The formal sector includes all regulated institutions like Banks, Non-Bank Financial Institutions (FIs), Insurance
Companies, Capital Market Intermediaries like Brokerage Houses, Merchant Bankers etc.; Micro Finance
Institutions (MFIs).
The semi-formal sector includes those institutions which are regulated otherwise but do not fall under the
jurisdiction of Central Bank, Insurance Authority, Securities and Exchange Commission or any other enacted
financial regulator. This sector is mainly represented by Specialized Financial Institutions like House Building
Finance Corporation (HBFC), Palli Karma Sahayak Foundation (PKSF), Samabay Bank, Grameen Bank, Non
Governmental Organizations (NGOs) and discrete government programs.
The informal sector includes private intermediaries which are completely unregulated.
Source: https://www.bb.org.bd/en/index.php/financialactivity/index
Overview of the Banking Sector of Bangladesh

After the independence, banking industry in Bangladesh started its journey with 6 nationalized commercialized
banks, 3 State owned specialized banks and 9 Foreign Banks. In the 1980's banking industry achieved significant
There are 61 scheduled banks in Bangladesh who operate under full control and supervision of Bangladesh Bank

Specialized Banks 3
State Owned Commercial Banks (SOCBs): There are six SOCBs which are fully or majorly owned by the
Specialized Banks (SBs): Three specialized banks are now operating which were established for specific
objectives like agricultural or industrial development. These banks are also fully or majorly owned by the
Private Commercial Banks (PCBs): There are forty-three private commercial banks which are majorly owned by
individuals/the private entities. PCBs can be categorized into two groups:
Conventional PCBs: Thirty-three conventional PCBs are now operating in the industry. They perform the banking
functions in conventional fashion i.e. interest based operations.
Page | 41
Islamic Shariah based PCBs: There are ten Islamic Shariah based PCBs in Bangladesh and they execute banking
activities according to Islamic Shariah based principles i.e. Profit-Loss Sharing (PLS) mode.
Foreign Commercial Banks (FCBs): Nine FCBs are operating in Bangladesh as the branches of the banks which
are incorporated in abroad.
Non-scheduled banks: There are now 5 non-scheduled banks in Bangladesh which are: Ansar VDP Unnayan
Bank, Karmashangosthan Bank, Grameen Bank, Jubilee Bank, Palli Sanchay Bank.
Source: https://www.bb.org.bd/fnansys/bankfi.php
The banking sector’s contribution to GDP in FY-2017, FY-2018, FY-2019 and FY-2020 (provisional) grew by 9.95%,
8.51%, 7.38% and 4.19% respectively.
Particulars Banking Sector’s Growth Rate of GDP

FY 2017 9.95%
FY 2018 8.51%
FY 2019 7.38%
FY 2020P 4.19%
The banking sector’s share of GDP in FY-2018, FY-2019 and FY-2020 (provisional) was 2.97%, 2.95% and 2.91%
respectively.
Particulars Banking Sector’s Share of GDP

FY 2018 2.97%
FY 2019 2.95%
FY 2020P 2.91%
The performance of the banking sector of Bangladesh has been largely affected by the COVID-19 pandemic
situation. In 2019, the SOCBs held 24.51 percent share of the total assets which was 25.60 percent in 2018. PCBs'
share of the total assets increased slightly to 67.80 percent in 2019 from 67.00 percent in 2018. The FCBs held
5.50 percent share of the total assets in 2019, showing an increase of 0.3 percent over the last year. The SBs'
share of the total assets was 2.20 percent in 2019 which was same in 2018. At the end of December 2019, total
assets of the banking sector stood at BDT 16,298.40 billion which was 11.84 percent higher than that of the
previous year. Total deposits of the banking sector stood at BDT 12,145.20 billion in 2019 which was BDT
10,798.70 billion in 2018, showing an increase of 12.46 percent.
Banking Systems Structure, Assets and Deposits (Figure in BDT Billion)

SOCBs SBs PCBs FCBs Total
Particulars
2018 2019 2018 2019 2018 2019 2018 2019 2018 2019
Number
06 06 03 03 41 41 09 09 59 59
of banks
Number of
3,746 3,773 1,412 1,483 5,060 5,257 68 65 10,286 10,578
branches
Total
3,732.20 3,995.40 324.00 357.50 9,769.70 11,048.20 747.10 897.20 14,572.90 16,298.40
Assets
Share in
industry 25.60 24.51 2.20 2.20 67.00 67.80 5.20 5.50 100.00 100.00
Assets (%)
Total
2,868.40 3,038.60 286.00 312.70 7,127.20 8,269.60 517.20 524.40 10,798.70 12,145.20
Deposits
Share in
industry
26.60 25.00 2.60 2.60 66.00 68.10 4.80 4.30 100.00 100.00
Deposits
(%)
Page | 42
From the year 2018 to 2019, considering the share in total deposit of the banking sector, SOCBs' share decreased
from 26.60 percent to 25.00 percent, PCBs' share increased from 66.00 percent to 68.10 percent, FCBs' share
decreased from 4.80 percent to 4.30 percent and SBs' share remained same which was 2.60 percent in both
years.
In 2019, the SOCBs' assets rose by 7.10 percent and that of the PCBs' increased by 13.10 percent. The aggregate
banking sector assets consisted of BDT 10,315.10 billion as loans and advances (63.30 percent of total assets),
BDT 161.60 billion as cash including foreign currencies, BDT 885.40 billion as deposit with BB including foreign
currencies, BDT 2,157.10 billion as investment in treasury securities and BDT 2,779.10 billion as other assets
during the period. Deposits continued to be the main sources of funds of the banking industry in FY20 and it
(excluding inter-bank) constituted 74.50 percent of the total amount of liability and shareholders' equity in 2019.
Total shareholders' equity of the banks was BDT 1,027.50 billion at the end of December 2019 which was BDT
931.00 billion in 2018.
Under Basel-III, banks in Bangladesh are instructed to maintain the Minimum Capital Requirement (MCR) at
10.00 percent of the Risk Weighted Assets (RWA) or BDT 4.00 billion as capital, whichever is higher. The
aggregate amount of regulatory capital of the banking sector was BDT 1,211.35 billion as on 31 December 2019
which increased to BDT 1,267.09 billion at the end of June 2020.
Capital to Risk Weighted Assets Ratio (CRAR) by Type of Bank (In Percent)
Type of June,
2011 2012 2013 2014 2015 2016 2017 2018 2019
Bank 2020
SOCBs 11.70 8.10 10.80 8.30 6.40 5.90 7.00 10.30 5.00 6.90
SBs -4.50 -7.80 -9.70 -17.30 -32.00 -33.70 -32.80 -31.70 -32.00 -36.50
PCBs 11.50 11.40 12.60 12.50 12.40 12.40 12.20 12.80 13.60 13.30
FCBs 21.00 20.60 20.20 22.60 25.60 25.40 23.30 25.90 24.50 24.40
Total 11.40 10.50 11.50 11.30 10.80 10.80 10.80 12.10 11.60 11.60
It is observed that the CRAR of SOCBs, PCBs and FCBs were 6.90, 13.30 and 24.40 percent respectively as on 30
June 2020. The SBs failed to maintain MCR on risk weighted assets basis. Besides, 4 SOCBs and 3 PCBs could not
maintain the minimum required CRAR. The CRAR of the banking industry as a whole was 11.60 percent at the
end of June 2020.
The most important indicator to demonstrate the asset quality is the ratio of gross Non-Performing Loans (NPLs)
to total loans and net NPLs to net total loans. At the end of December 2019, the gross NPL ratio of the banking
sector stood at 9.30 percent. FCBs had the lowest and SOCBs had the highest gross NPL ratio. FCBs' gross NPL
ratio was 5.70 percent, whereas those of SOCBs, PCBs and SBs were 23.90, 5.80 and 15.10 percent respectively
at the end of December 2019.
Ratio of Gross NPLs to Total Loans by Type of Bank (In Percent)

Type of June,
2011 2012 2013 2014 2015 2016 2017 2018 2019
Bank 2020
SOCBs 11.30 23.90 19.80 22.20 21.50 25.00 26.50 30.00 23.90 22.70
SBs 24.60 26.80 26.80 32.80 23.20 26.00 23.40 19.50 15.10 15.90
PCBs 2.90 4.60 4.50 4.90 4.90 4.60 4.90 5.50 5.80 5.90
FCBs 3.00 3.50 5.50 7.30 7.80 9.60 7.00 6.50 5.70 5.50
Total 6.10 10.00 8.90 9.70 8.80 9.20 9.30 10.30 9.30 9.20
It is observed that the ratio of gross NPLs to total loans and advances indicates a mixed trend in the banking
sector during the period from 2011 to June 2020. NPL ratio of the banking sector was 6.10 percent in 2011. But
the ratio sharply increased to 10.00 percent in 2012 mainly due to adaptation of new loan classification policy.
From 2013, a fluctuating trend of NPL ratio was observed and it was 9.30 percent as on 31 December 2019. At
the end of June 2020, NPL ratio of the banking sector stood at 9.20 percent.
Page | 43
Business Environment
The Bank started its commercial operation on June 20, 2013 with a corporate slogan "bank for inclusive growth'
entitled to carry out all types of commercial banking activities. MDB stepped in the industry through Dilkusha
Corporate Branch in Dhaka, since then, the Bank has been constantly expanding far and wide in both network
and business. Presently, the Bank has total 35 Branches (16 Urban Branches and 19 Rural Branches), 13 Sub
Branches, 51 ATMs, 100 Agent Banking Centers (ABCs) and 10 Collection Booths covering commercially
through it branch & sub-branch networks under a separate Islamic banking module. The Bank has set up its
Shariah Supervisory Council and started Islamic banking activities successfully in the name & style "MDB Saalam"
under the supervision of Islamic banking window at Gulshan Branch.
The Bank has been granted license for Off-shore banking which will help expand the foreign exchange related
business supporting the clients with their foreign trade and foreign currency need. The bank has successfully
launched Off-shore banking activities from June 20, 2020.
(ii) Summary of consolidated financial, operating and other information:
As Midland Bank Limited has no subsidiary, there is no consolidated financial, operating and other information
for Midland Bank Limited.
(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 of registered office, corporate head office, other offices, factory, business premises and outlets
Registered Office:
Address N.B Tower (Level 6 to 9), 40/7, Gulshan North Avenue, Gulshan-2, Dhaka-1212, Bangladesh
Telephone +88 096170 16596
Fax +88 02 55052214
Corporate Office:
Address
There is no separate corporate office of MDB. However, The head office of the bank is situated
Telephone
at N.B. Tower (Level 6 to 9), 40/7, Gulshan North Avenue, Gulshan-2, Dhaka–1212, Bangladesh
Fax
Factory (Plant):
Not applicable for Midland Bank Limited
Business Premises and Outlets
As the issuer is engaged in banking services, it operates the activities through its Branches.
(ii) The board of directors of the issuer:

2. Vice Chairman
(Nominated by Liberty Knitwear Ltd.)
Mr. Rezaul Karim
7. Director
(Nominated by Reedisha Knitex Ltd.)
8. Director
(Nominated by Garments Export Village Ltd.)
Page | 44
9. Director
(Nominated by That’s It Sportswear Ltd.
Mr. Hafizur Rahman Sarker
10. Director
(Nominated by Beq Knit Ltd.)
11. Director
(Nominated by Mondol Fabrics Ltd.)
13. Director
(Nominated by Popular Pharmaceuticals Ltd.)
Independent
16. Mr. Mahbubul Hady Fazle Rab
Director
Independent
17. Mr. Nazimuddin Chowdhury
Director
18. Mr. Md. Ahsan-uz Zaman Managing Director & CEO
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing
director, whole time directors, etc. of the issuer:
Name Designation Address Telephone, Fax and email address

N.B. Tower, (Level 6), 40/7 North Telephone: +88 02 9821790
Mrs. Nilufer Zafarullah Chairman Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Bangladesh E-mail: enelzee@gmail.com
Mr. Md. Shamsuzzaman N.B. Tower, (Level 6), 40/7 North Telephone: +88 096 12452222
Vice-
(Nominated by Liberty Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Chairman
Knitwear Ltd.) Bangladesh E-mail: zaman@mfgbd.net
Mr. Master Abul Kashem Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Bangladesh E-mail: makcorporation@ymail.com
Mr. Dr. Kazi Shahidullah Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Bangladesh E-mail: idczafar@gmail.com
Mr. Kazi Omar Zafar Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Bangladesh E-mail: omar.refresh360@gmail.com
N.B. Tower, (Level 6), 40/7 North Telephone: +88 02 9885834-117
Mr. Ahsan Khan
Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Chowdhury
Bangladesh E-mail: dmd@prangroup.com
Mr. Rezaul Karim N.B. Tower, (Level 6), 40/7 North Telephone: +88 02 891267-70
(Nominated by Reedisha Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Knitex Ltd.) Bangladesh E-mail: md@groupreduisha-bd.com
Mr. A.K.M. Badiul Alam N.B. Tower, (Level 6), 40/7 North Telephone: +88 02 9813181
(Nominated by Garments Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Export Village Ltd.) Bangladesh E-mail: alam@amtranet.com
Telephone: +88 02 9897849
Mr. Md. Kamal Hossain N.B. Tower, (Level 6), 40/7 North
Fax: +88 02 550 52 214
(Nominated by That’s It Director Avenue, Gulshan 2, Dhaka-1212,
E-mail:
Sportswear Ltd.) Bangladesh
kamalhossain@hameemgroup.com
N.B. Tower, (Level 6), 40/7 North Telephone: +88-02-8629391-3
Mr. Md. Wahid Miah Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Bangladesh E-mail: wahid@karimgroup.com
Mr. Hafizur Rahman
Sarker
(Nominated by Beq Knit
Bangladesh E-mail: hafiz@lusakagroupbd.com
Ltd.)
Page | 45
Name Designation Address Telephone, Fax and email address
Mr. Abdul Momin
Mondol
(Nominated by Mondol
Bangladesh E-mail: momin.mondol@gmail.com
Fabrics Ltd.)
Mr. Kazi Raihan Zafar Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Bangladesh E-mail: kazizafar@gmail.com
Mr. Dr. Mostafizur
N.B. Tower, (Level 6), 40/7 North Telephone: +88 02 9101730-2
Rahman
Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 55052214
(Nominated by Popular
Bangladesh E-mail: mostafiz@popularbd.com
Pharmaceuticals Ltd.)
Ms. Anushka Mehreen
Director Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 55052214
Zafar
Bangladesh E-mail: anushkazafar@gmail.com
Mr. Mahbubul Hady Independent
Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Fazle Rab Director
Bangladesh E-mail: mhfazlerab@gmail.com
Mr. Nazimuddin Independent
Avenue, Gulshan 2, Dhaka-1212, Fax: +88 02 550 52 214
Chowdhury Director
Bangladesh E-mail: nazim59chow@yahoo.com
Telephone: +88 096 66 410 999
Managing N.B. Tower, (Level 6), 40/7 North
Fax: +88 02 550 52 214
Mr. Md. Ahsan-uz Zaman Director & Avenue, Gulshan 2, Dhaka-1212,
E-mail:
CEO Bangladesh
ahsan.zaman@midlandbankbd.net
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company secretary,
legal advisor, auditors and compliance officer:
Name Designation Address Telephone, Fax, E-mail address

Telephone: +88 096 66 410 999
N.B. Tower, (Level 6), 40/7 North
Chief Financial Fax: +88 02 550 52 214
Mr. Md. Zahirul Islam, FCA Avenue, Gulshan 2, Dhaka-1212,
Officer E-mail:
Bangladesh
zahirul.islam@midlandbankbd.net
Company Telephone: +88 096 66 410 999
N.B. Tower, (Level 9) 40/7 North
Secretary & Fax: +88 02 550 52 214
Mr. Khalid Mohammad Sharif FCS Avenue, Gulshan 2, Dhaka-1212,
Compliance E-mail:
Bangladesh
Officer khalid.sharif@midlandbankbd.net
Gulshan Pink City, Suites # 01-
Tel: +88 02 888 1824-6
A Qasem & Co. 03 (Level-7), Plot # 15, Road # Fax: +88 02 888 1822
Chartered Accountants Auditor 103, Block- CEN(C), Gulshan e-mail:
Avenue, Dhaka, Bangladesh gorachad.kundu@aqcbd.com
Note: There is no designated legal advisor of MDB. However, the bank has a panel of lawyers.
(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail
addresses of the issue manager(s), registrar to the issue etc.:
ISSUE MANAGER CONTACT PERSON CONTACT DETAILS
LankaBangla Investments Limited Tel: + 88 02 550 34 853-5
Assurance Nazir Tower (Level-08) Mr. Iftekhar Alam Fax: + 88 02 550 34 856
65/B, Kemal Ataturk Avenue Chief Executive Officer e-mail: info@lankabanglainvestments.com
Banani, Dhaka -1213 Website:www.lankabanglainvestments.com
Registrar to the issue: Registrar to the Issue is not applicable for MDB as the Bank intends to apply for IPO under
Fixed Price Method.
Page | 46
(vi) Details of credit rating:
(a) The names of all the credit rating agencies from which credit rating has been obtained:
Name of the Credit Rating Agencies Rating Date

Emerging Credit Rating Limited June 26, 2022
June 17, 2021
June 30, 2020
Credit Rating Agency of Bangladesh Limited (CRAB)
June 24, 2019
June 28, 2018
(b) The details of all the credit ratings obtained for the issue and the issuer:
Entity Rating
Year Rating Date Outlook
Long Term Short Term
2022 A+ ST-2 June 26, 2022 Stable
2021 A1 ST-2 June 17, 2021 Stable
2020 A2 ST-2 June 30, 2020 Stable
2019 A2 ST-2 June 24, 2019 Stable
2018 A3 ST-2 June 28, 2018 Developing
(c) The rationale or description of the ratings (s) so obtained, as furnished by the credit rating agency(s):
Emerging Credit Rating Limited (ECRL) has assigned A+ (Pronounced as Single A Plus) long term credit rating and
ST-2 short term credit rating to Midland Bank Limited (hereinafter referred to as ‘MDB’ or ‘the bank’) based on
audited financials of FY2018-FY2021 and other available information up to the date of rating declaration. The
outlook on the rating is Stable. The rating is consistent with ECRL’s methodology for this type of financial
institutions and bond rating. The rating reflects the strengths and challenges of the bank. The strengths include
good growth in terms of loans and deposits, compliant with CRR, SLR & CRAR requirement, growth in operating
income. However, ECRL is concerned about the significant increase of NPL, high exposure to large loans, slump
in non-interest income as well as fall in post-tax profit.
In the middle of the pandemic, MDB's total asset continued to grow, as seen by a 19.34% increase in total assets
in FY2020 and further 9.30% by the end of FY2021. The improvement was aided by the principal component of
the total asset, loans and advances, which increased by 17.35% in FY2021. However, the growth rate of gross
loans and advances portfolio of MDB has fluctuated over the previous four-year period. The improvements to
loans portfolio have been mostly aided by the increasing term loan portfolio in 2021. Focusing on the investment
portfolio of MDB which had continuous growth in the 2018-2020 period, however, slowed down considerably in
FY2021 showing a minimal 2.37% uplift.
Notably, there was a significant 221.35% increase of NPL of MDB during FY2021 that showed the highest NPL
amount of BDT 1,455.05 million among the FY2018-FY2021 period. The performance of loans deteriorated after
the loan downwards classification as well as relaxation on loan payments regulations was slowly redacted in
2021 and many businesses still struggled to make repayments on schedule. The portions of sub-standard and
doubtful loans have increased in the NPL portfolio in 2021. The NPL to gross loan ratio increased to 3.17% in
FY2021 from 1.16% in FY2020. Loan loss reserve of the bank covered 75.45% of the total NPL in FY2021 against
a significantly higher 173.19% in FY2020 indicating worsened safety against potential losses arising from the
NPLs in future. The bank has maintained BDT 1,097.80 million provisions against classified and unclassified loans
and advances with no surplus/shortfall in the latest year.
For countering the loan quality deterioration, the bank had rescheduled a total of BDT 2,193.18 million loans in
FY2021 which was BDT 832.54 million by the end of FY2020. The rescheduled loans represented 4.78% of the
total loan portfolio while MDB has not written off any loans in FY2021. Combining it all, the NPLs, rescheduled
loans and written-off loans together represented 7.95% of the loan book of the bank from 3.29% in the same
time previous year. MDB has high exposure to its large loan portfolio. The bank’s exposure to large loans (funded
and non-funded together exceeding 10% of bank’s capital) was 49.98% of total loans in FY2021 in contrast to
Page | 47
47.70% in FY2020. On top of that, the top 30 credit exposure (funded and non-funded together) of the bank
reached BDT 22,863.52 million (49.85% of total loans) in FY2021.
Total capital (Tier-I and Tier-II) of the bank stood at BDT 8,132.78 million in FY2021 and the risk weighted asset
at BDT 51,240.21 million. The CRAR had a downfall to 15.87% from 17.44% in FY2020; however, the bank
comfortably exceeded the minimum capital requirement of 12.50% in both times.
MDB’s deposits base have improved by 12.56% in 2021 which had been increasing over the previous three years
as well. The bank has kept its ADR ratio within the regulatory requirement of Bangladesh Bank within 87% during
FY2021 and scored 83.62% in the loan to deposit ratio. For conventional banking, MDB kept the required CRR
and SLR amount with surplus standing at BDT 215.63 million and BDT 7,569.36 million in FY2021 respectively.
For Islamic banking, the bank also kept the required CRR and SLR amount with surplus standing at BDT 66.37
million and BDT 172.80 million in FY2021 respectively.
Due to the above mentioned interest rate cap imposed by Bangladesh Bank as well as lower demand for credit
due to the ongoing covid-19 pandemic, the net interest income of MDB fell by a significant 67.69% in FY2020.
The bank recovered by exhibiting a 135.47% growth in FY2021 from the position of 2020. Although the non-
interest income lowered by 12.69% in 2021 the total operating income of the bank had moderate growth of
13.62%. Despite MDB’s loans & advances growing by 17.35% in 2021, the bank’s interest income from lending
activities grew only by 5.47%. In 2021, total operating income of the bank consisted 63.20% non-interest income
and the rest by net interest income. The cost to income ratio of the bank showed reduced figures according to
the decrease of operating cost compared to operating income in FY2021. The bank’s provision and tax expenses
increased compared to previous year. Eventually, MDB earned lower post-tax profit of BDT 514.02 million in
FY2021 from BDT 656.36 million in FY2020 with a negative growth of 21.69%. The primary contributor of
decrease in post-tax profit was higher provision and tax expenses during FY2021.
The Stable rating outlook reflects ECRL's expectations that MDB is likely to maintain its business growth and
consistency and the bank will adopt policies and actions to improve asset quality.
(d) Observations and risk factors as stated in the credit rating report:
Observations and risk factors are stated in Section XXVII - “CREDIT RATING REPORT” of the Draft Prospectus.
Page | 48
(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
Names and Addresses Contact Person Telephone Numbers, Fax Numbers and E-mail Underwritten
(BDT)
LankaBangla Investments Limited Tel: + 88 02 550 34 853-5
Assurance Nazir Tower (Level-08) Mr. Iftekhar Alam Fax: + 88 02 550 34 856
145,000,000
ICB Capital Management Limited Tel: +88 8300555, 8300424
Green City Edge , 5th & 6th Floor, Asit Kumar Chakravorty Fax: +88 02 8300396
40,000,000
89, kakrail, Dhaka - 1000, Chief Executive Officer e-mail: ceo@icml.com.bd, icmlbd@gmail.com
Bangladesh Website: www.icml.com.bd
Tel: +88 02 223355975, 223350555
Sonali Investment Limited
Mr. Md. Shawkat Jahan Khan Fax: N/A
Borak Biz Centre (1st & 2nd Floor), 20,000,000
Chief Executive Officer e-mail: sonaliinvestmentltd@gmail.com
70, Dilkusha C/A, Dhaka
Website: www.sonaliinvestment.com.bd
Tel: +88 02 47112923
Rupali Investment Limited
A K M Zakir Hossain Fax: +88 02 47118073
SBC Tower (7th Floor), 37/A, 20,000,000
Chief Executive Officer e-mail: rilbd.info@gmail.com
Dilkusha C/A, Dhaka-1000
Website: www.riltd.org
Prime Bank Investment Limited Tel: +88 02 48810315-6
Tajwar Center (5th Floor), House: Khandoker Raihan Ali FCA Fax: +88 0248810314
20,000,000
34, Road No: 19/A, Block: E, Banani, Managing Director & CEO (CC) e-mail: info@pbil.com.bd
Dhaka Website: www.pbil.com.bd
(b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements
to discharge their respective obligations:
DECLARATION BY LANKABANGLA INVESTMENTS LIMITED
We are one of the underwriters of the Initial Public Offering (IPO) of Midland Bank Limited. We will underwrite
BDT 145,000,000 of total Public offer of BDT 700,000,000 for the upcoming issue on a firm commitment basis.
In this connection, we hereby declare that:
We have sufficient resources as per the regulatory requirements to discharge our respective obligations.
Sd/-
Iftekhar Alam
Place: Dhaka
Page | 49
DECLARATION BY ICB CAPITAL MANAGEMENT LIMITED
BDT 40,000,000.00 (four crore) only of total public offer of BDT. 700,000,000 (seventy crore) for the upcoming
issue on a firm commitment basis. In this connection, we hereby declare that:
For Underwriter
Sd/-
Asit Kumar Chakravorty
Place: Dhaka
Date: 17 April 2022
DECLARATION BY SONALI INVESTMENT LIMITED
We are one of underwriters of the Initial Public Offering (IPO) of Midland Bank Limited. We will underwrite
totaling to BDT 20,000,000 (Taka Two Crore) only a firm commitment basis. In this connection, we hereby
declared that:
For Underwriter
Sd/-
Md. Shawkat Jahan Khan
Place: Dhaka
Date: 17 April, 2022
DECLARATION BY RUPALI INVESTMENT LIMITED
BDT 20,000,000 (two) crore of total Public offer of BDT 700,000,000 for the upcoming issue on a firm
commitment basis. In this connection, we hereby declare that:
Sd/-
A K M Zakir Hossain
Place: Dhaka
Date: 17 April 2022
Page | 50
DECLARATION BY THE PRIME BANK INVESTMENT LIMITED THAT WE HAVE SUFFICIENT RESOURCES AS PER
THE REGULATORY REQUIREMENTS TO DISCHARGE OUR RESPECTIVE OBLIGATIONS
BDT 20,000,000/- (Taka Two Crore Only) of total public offer of BDT 700,000,000/- for the upcoming issue on a
firm commitment basis. In this connection, we hereby declare that:
We have sufficient resources as per the regulatory requirements to discharge our respective obligation.
Sd/-
Khandoker Raihan Ali FCA
Managing Director & CEO (CC)
Place: Dhaka
(c) Major terms and conditions of the underwriting agreements:
1. Thirty-five percent (35%) of the issue has been underwritten on a firm commitment basis by the
underwriter(s).
2. In case of under-subscription collectively up to 35% of a public issue, the unsubscribed portion of

securities shall be taken up by the underwriter(s).
3. In case of under-subscription collectively above 35%, the public issue shall be cancelled.
4. The Issuer, 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 to the securities of the company and pay
for this in cash in full within 15 (fifteen) days of the said notice and the said amount shall be credited
into securities subscription account within the said period.
5. Within 7 (seven) days of the expiry of the aforesaid 15 (fifteen) days, the company shall send proof of
subscription and deposit of the money by the underwriter(s) to the commission.
Page | 51
(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
Particulars No. of Ordinary Shares Amount (BDT)
price
Before IPO:
Authorized Capital 1,000,000,000 10/- 10,000,000,000
Issued, Subscribed and Paid-up Capital 569,669,753 10/- 5,696,697,530
Total paid up capital before IPO (A) 569,669,753 10/- 5,696,697,530
After IPO:
To be issued as IPO (B) 70,000,000 10/- 700,000,000
Paid-up capital (Post IPO) (A+B) 639,669,753 10/- 6,396,697,530
The Company has raised its paid-up capital in following phases:

Date of Allotment
March 20, 2013: 1st allotment
(Subscription to the Memorandum of 10/- 10/- 400,000,000 - 4,000,000,000
Association at the time of Incorporation)
October 10, 2016: 2nd allotment 10/- 10/- - 32,000,000 320,000,000
June 29, 2017: 3rd allotment 10/- 10/- - 47,520,000 475,200,000
September 13, 2018: 4th allotment 10/- 10/- - 47,952,000 479,520,000
September 14, 2019: 5th allotment 10/- 10/- - 42,197,753 421,977,530
Total 5,696,697,530
(ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue
amount):
Number of
Nominal Value Issue Amount
Particulars Securities to be Description
(BDT) (BDT)
Offered
Employee Share Purchase Plan (ESPP)* 5,000,000 10/- 50,000,000
Other EIs
For Eligible 13,000,000 10/- 130,000,000
(Including CISs)
Investors (EIs) Ordinary Share
Mutual Funds 3,250,000 10/- 32,500,000
For General Others 45,500,000 10/- 455,000,000

Public (GP) NRB 3,250,000 10/- 32,500,000
Total 70,000,000 - - 700,000,000

*The full list of employees who have participated in the ESPP along with the respective allotted shares is available in Section XXIX -
“OTHERS” of the draft Prospectus.
(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):
Particulars Amount in BDT

Paid up capital before the present issue 5,696,697,530
Paid up capital after the present issue 6,396,697,530
Paid up capital after conversion of convertible instruments (if any) N/A
Share premium account before the present issue N/A
Share premium account after the present issue N/A
Page | 52
(iv) Category wise shareholding structure with percentage before and after the present issue and after
conversion of convertible instruments (if any):
Number of Ordinary Shares

Percentage of Holding
Sl. No. Category of Shareholder Holding
Pre-IPO Post-IPO Pre-IPO Post-IPO
1. Sponsors/Directors 483,762,161 483,762,161 84.92% 75.63%
2. Employee Share Purchase Plan (ESPP)* - 5,000,000 0.00% 0.78%
3. Institutions Including CISs 4,219,776 17,219,776 0.74% 2.69%
4. Mutual Funds - 3,250,000 0.00% 0.51%
5. Individuals 81,687,816 127,187,816 14.34% 19.88%
6. Non-Resident Bangladeshis (NRBs) - 3,250,000 0.00% 0.51%
Total 569,669,753 639,669,753 100.00% 100.00%
Note: There is no convertible instrument, so no conversion is required.
*The full list of employees who have participated in the ESPP along with the respective allotted shares is available in Section XXIX -
“OTHERS” of the draft Prospectus.
(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:
Relationship Benefits
Date of Persons to Whom Shares No. of Shares Reasons for Consideration Issue
with the from the
Issue Issued Allotted the Issue & Valuation Price
Issuer Issue
Sponsor
Mr. Kazi Zafarullah 640,000
shareholder
Mrs. Nilufer Zafarullah 320,000 Chairman
Mr. Kazi Omar Zafar 640,000 Director
Ms. Anushka Mehreen Zafar 640,000 Director
Mr. Kazi Raihan Zafar 80,000 Director
Mr. Dr. Kazi Shahidullah 640,000 Director
Sponsor
Mr. Kazi Ekramullah 80,000
Shareholder
Sponsor
Mrs. Sabiha Mahboob 80,000
Shareholder
Ms. Scherezad Joya Monami Sponsor
3,200,000
Latif Shareholder
Sponsor
Mr. Abdullah Ahmed Yousuf 1,840,000
Shareholder
Mr. M. Moniruzzaman
880,000 Sponsor
Khandaker
Sponsor
Mr. Nazib Ahmed 80,000 Distribution Enhancement
Shareholder
10-10- of Other than of Capital
Sponsor 10/-
2016 Mrs. Ishrat Ahmed 80,000 Accumulated Cash (Bonus) Base and
Shareholder Profit Reinvestment
Sponsor
Ms. Dr. Fahmida Haque 80,000
Shareholder
Mrs. Ela Haque 80,000 Sponsor
Sponsor
Mr. Niranjan Chandra Saha 80,000
Shareholder
Sponsor
Mrs. Salina Maksuda 80,000
Shareholder
Sponsor
Mr. Basudev Saha 80,000
Shareholder
(Represented by Mr. Rezaul 1,600,000 Director
Karim)
Mondol Fabrics Ltd.
(Represented by Mr. Abdul 1,600,000 Director
Momin Mondol)
Vice
(Represented by Mr. Md. 1,680,000
Chairman
Shamsuzzaman)
Page | 53
with the from the
Issuer Issue
(Represented by Mr. Md. 1,600,000 Director
Kamal Hossain)
Sponsor
Refat Garments Ltd. 1,600,000
Shareholder
Hazrat Amanat Shah Sponsor
1,600,000
Spinning Mills Ltd. Shareholder
(Represented by Mr. A.K.M. 1,600,000 Director
Badiul Alam)
Beq Knit Ltd. (Represented
by Mr. Hafizur Rahman 1,520,000 Director
Sarker)
Badsha Textiles Ltd. 1,600,000 Sponsor
Mr. Master Abul Kashem 1,600,000 Director
Sponsor
Mr. Mohammed Jamal Ullah 1,600,000
Shareholder
Mr. Al-haj Mohammed Issa Sponsor
1,600,000
Badsha Shareholder
Mr. Ahsan Khan Chowdhury 1,600,000 Director
Mr. Md. Wahid Miah 1,600,000 Director
Sponsor
Shareholder
Sponsor
Shareholder
Sponsor
Shareholder
4,752,000
Latif Shareholder
Sponsor
Shareholder
Mr. M. Moniruzzaman
1,306,800 Sponsor
Khandaker
Sponsor
Mr. Nazib Ahmed 118,800
Shareholder
Sponsor
Mrs. Ishrat Ahmed 118,800
Shareholder Distribution Enhancement
29-06- Sponsor of Other than of Capital
Ms. Dr. Fahmida Haque 118,800 10/-
2017 Shareholder Accumulated Cash (Bonus) Base and
Mrs. Ela Haque 118,800 Sponsor Profit Reinvestment
Sponsor
Shareholder
Sponsor
Shareholder
Sponsor
Shareholder
Karim)
Mondol Fabrics Ltd.
Momin Mondol)
Vice
Chairman
Shamsuzzaman)
Kamal Hossain)
Sponsor
Shareholder
Page | 54
with the from the
Issuer Issue
2,376,000
Badiul Alam)
Sarker)
Sponsor
Mr. Master Abul Kashem 2,200,000
Shareholder
Sponsor
Shareholder
2,200,000
Badsha Shareholder
Mother Steel Ltd. 176,000 Shareholder
Azan Ltd. 176,000 Shareholder
Sponsor
shareholder
Sponsor
Shareholder
Sponsor
Shareholder
4,795,200
Latif Shareholder
Sponsor
Shareholder
Mr. M. Moniruzzaman
1,318,680 Sponsor
Khandaker
Sponsor
Shareholder
Sponsor
Shareholder
Sponsor Distribution Enhancement
Ms. Dr. Fahmida Haque 119,880
13-09- Shareholder of Other than of Capital
10/-
2018 Mrs. Ela Haque 119,880 Sponsor Accumulated Cash (Bonus) Base and
Sponsor Profit Reinvestment
Shareholder
Sponsor
Shareholder
Sponsor
Shareholder
Karim)
Mondol Fabrics Ltd.
Momin Mondol)
Vice
Chairman
Shamsuzzaman)
Kamal Hossain)
Sponsor
Shareholder
2,397,600
Page | 55
with the from the
Issuer Issue
Badiul Alam)
Sarker)
Sponsor
Shareholder
Sponsor
Shareholder
100,000
Badsha Shareholder
Ms. Mutaffin Issa 100,000 Shareholder
Ms. Moomtahina Issa 2,020,000 Shareholder
Ms. Shahnaz Jamal 150,000 Shareholder
Mr. Walid Mohammed
170,000 Shareholder
Shameul
Ms. Fariha Nousheen 150,000 Shareholder
Sponsor
Shareholder
Sponsor
Shareholder
Sponsor
Shareholder
4,219,776
Latif Shareholder
Sponsor
Shareholder
Mr. M. Moniruzzaman
1,160,438 Sponsor
Khandaker
Sponsor
Shareholder
Sponsor Distribution Enhancement
14-09- Shareholder of Other than of Capital
10/-
2019 Sponsor Accumulated Cash (Bonus) Base and
Ms. Dr. Fahmida Haque 105,494 Profit Reinvestment
Shareholder
Mrs. Ela Haque 105,494 Sponsor
Sponsor
Shareholder
Sponsor
Shareholder
Sponsor
Shareholder
Karim)
Mondol Fabrics Ltd.
Momin Mondol)
Vice
Chairman
Shamsuzzaman)
Kamal Hossain)
Page | 56
with the from the
Issuer Issue
Sponsor
Shareholder
2,109,888
Badiul Alam)
Sarker)
Sponsor
Shareholder
Sponsor
Shareholder
88,000
Badsha Shareholder
Ms. Mutaffin Issa 88,000 Shareholder
Ms. Moomtahina Issa 1,777,600 Shareholder
Ms. Shahnaz Jamal 132,000 Shareholder
Mr. Walid Mohammed
149,600 Shareholder
Shameul
Ms. Fariha Nousheen 132,000 Shareholder
(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of
such scheme and shares allotted:
No shares have been allotted in terms of any merger, amalgamation or acquisition.
(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:
MDB did not issue any equity shares under stock option to its employees. However, the bank will issue 5,000,000
ordinary shares to its employees under the ESPP.
(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 Bank 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 bank 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.
Page | 57
(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 of
Allotment/ Issue
Nature of Face Value Lock in
Name & Position shares were No. of shares Price Consideration Pre-IPO % Post-IPO %
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 20-Mar-13
8,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
640,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
950,400 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 13-Sep-18
959,040 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
843,955 10/- 10/- Other than Cash
Mr. Kazi Zafarullah Share Bonus Issue
0.27% 0.24% 3 Years
Sponsor Shareholder Ordinary 23-Dec-20
(7,096,699) 10/- 10/- Gift
Share Transfer
Ordinary 23-Dec-20
(1,400,001) 10/- 10/- Gift
Share Transfer
Ordinary 23-Dec-20
(1,400,001) 10/- 10/- Gift
Share Transfer
Ordinary 23-Dec-20
(1,400,001) 10/- 10/- Gift
Share Transfer
Ordinary 31-Mar-22
1,424,174 10/- 10/- Cash
Share Transfer
Ordinary 20-Mar-13
4,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
320,000 10/- 10/- Other than Cash
Share Bonus Issue
Mrs. Nilufer Zafarullah Ordinary 29-Jun-17
475,200 10/- 10/- Other than Cash 2.25% 2.00% 3 Years
Chairman Share Bonus Issue
Ordinary 13-Sep-18
479,520 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
421,977 10/- 10/- Other than Cash
Share Bonus Issue
Page | 58
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 23-Dec-20
7,096,699 10/- 10/- Gift
Share Transfer
Ordinary 20-Mar-13
8,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
640,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
950,400 10/- 10/- Other than Cash
Mr. Kazi Omar Zafar Share Bonus Issue
2.25% 2.00% 3 Years
Director Ordinary 13-Sep-18
959,040 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
843,955 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 23-Dec-20
1,400,001 10/- 10/- Gift
Share Transfer
Ordinary 20-Mar-13
8,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
640,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
950,400 10/- 10/- Other than Cash
Ms. Anushka Mehreen Zafar Share Bonus Issue
2.25% 2.00% 3 Years
Director Ordinary 13-Sep-18
959,040 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
843,955 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 23-Dec-20
1,400,001 10/- 10/- Gift
Share Transfer
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 26-Jun-16
7,000,000 10/- 10/- Cash
Mr. Kazi Raihan Zafar Share Transfer
2.25% 2.00% 3 Years
Director Ordinary 10-Oct-16
80,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
888,800 10/- 10/- Other than Cash
Share Bonus Issue
Page | 59
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 29-Jun-17
621,600 10/- 10/- Cash
Share Transfer
Ordinary 13-Sep-18
959,040 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
843,955 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 23-Dec-20
1,400,001 10/- 10/- Gift
Share Transfer
Ordinary 20-Mar-13
8,000,000 10/- 10/- Cash
Share MoA
Ordinary 26-Jun-16
(7,000,000) 10/- 10/- Cash
Share Transfer
Ordinary 10-Oct-16
640,000 10/- 10/- Other than Cash
Share Bonus Issue
Mr. Dr. Kazi Shahidullah Ordinary 29-Jun-17
Director Share Bonus Issue
Ordinary 29-Jun-17
(621,600) 10/- 10/- Cash
Share Transfer
Ordinary 13-Sep-18
119,880 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
105,494 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Mr. Kazi Ekramullah Ordinary 29-Jun-17
Sponsor Shareholder Share Bonus Issue
Ordinary 13-Sep-18
119,880 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
105,494 10/- 10/- Other than Cash
Share Bonus Issue
Mrs. Sabiha Mahboob Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash 0.25% 0.22% 3 Years
Sponsor Shareholder Share MoA
Page | 60
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 10-Oct-16
Share Bonus Issue
Ordinary 29-Jun-17
118,800 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 13-Sep-18
119,880 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
105,494 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 20-Mar-13
40,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
3,200,000 10/- 10/- Other than Cash
Share Bonus Issue
Ms. Scherezad Joya Monami Latif Ordinary 29-Jun-17
4,752,000 10/- 10/- Other than Cash 10.00% 8.91% 3 Years
Ordinary 13-Sep-18
4,795,200 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
4,219,776 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 20-Mar-13
23,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,840,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
2,732,400 10/- 10/- Other than Cash
Mr. Abdullah Ahmed Yousuf Share Bonus Issue
5.50% 4.90% 3 Years
Sponsor Shareholder Ordinary 13-Sep-18
2,757,240 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
2,426,371 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 31-Mar-22
(1,424,174) 10/- 10/- Cash
Share Transfer
Ordinary 20-Mar-13
Mr. M. Moniruzzaman Khandaker 10,000,000 10/- 10/- Cash
Share MoA
Sponsor 0.00% 0.00% N/A
Ordinary 24-Apr-13
(Deceased on 17.08.2018) 1,000,000 10/- 10/- Cash
Share Transfer
Page | 61
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 10-Oct-16
880,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
1,306,800 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 13-Sep-18
1,318,680 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
1,160,438 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 23-Aug-20
(15,665,918) 10/- N/A* N/A*
Share Transmission
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Mr. Khandaker Rashed-S-Zaman Ordinary 24-Apr-13
(1,000,000) 10/- 10/- Cash 1.60% 1.43% 3 Years
Sponsor Shareholder Share Transfer
Ordinary 23-Aug-20
9,138,452 10/- N/A* N/A*
Share Transfer
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Mr. Nazib Ahmed Ordinary 29-Jun-17 Other than Cash
118,800 10/- 10/- 0.25% 0.22% 3 Years
Ordinary 13-Sep-18 Other than Cash
119,880 10/- 10/-
Share Bonus Issue
105,494 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Mrs. Ishrat Ahmed Share Bonus Issue
0.25% 0.22% 3 Years
Sponsor Shareholder Ordinary 29-Jun-17 Other than Cash
118,800 10/- 10/-
Share Bonus Issue
119,880 10/- 10/-
Share Bonus Issue
Page | 62
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
105,494 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Ms. Dr. Fahmida Haque Ordinary 29-Jun-17 Other than Cash
118,800 10/- 10/- 0.25% 0.22% 3 Years
119,880 10/- 10/-
Share Bonus Issue
105,494 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Ordinary 29-Jun-17 Other than Cash
Mrs. Ela Haque 118,800 10/- 10/-
Share Bonus Issue
Sponsor 0.00% 0.00% N/A
(Deceased on 12.08.2020) 119,880 10/- 10/-
Share Bonus Issue
105,494 10/- 10/-
Share Bonus Issue
Ordinary 29-Apr-21
(1,424,174) 10/- N/A** N/A**
Share Transmission
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Mr. Niranjan Chandra Saha Ordinary 29-Jun-17 Other than Cash
118,800 10/- 10/- 0.25% 0.22% 3 Years
119,880 10/- 10/-
Share Bonus Issue
105,494 10/- 10/-
Share Bonus Issue
Page | 63
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Mrs. Salina Maksuda Ordinary 29-Jun-17 Other than Cash
118,800 10/- 10/- 0.25% 0.22% 3 Years
119,880 10/- 10/-
Share Bonus Issue
105,494 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
1,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
Share Bonus Issue
Mr. Basudev Saha Ordinary 29-Jun-17 Other than Cash
118,800 10/- 10/- 0.25% 0.22% 3 Years
119,880 10/- 10/-
Share Bonus Issue
105,494 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
Reedisha Knitex Ltd. (Represented
by Mr. Rezaul Karim) 2,376,000 10/- 10/- 5.00% 4.45% 3 Years
Share Bonus Issue
Director
2,397,600 10/- 10/-
Share Bonus Issue
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
Mondol Fabrics Ltd. (Represented by 20,000,000 10/- 10/- Cash
Share MoA
Mr. Abdul Momin Mondol) 5.00% 4.45% 3 Years
Ordinary 10-Oct-16
Director 1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
Page | 64
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 29-Jun-17
2,376,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 13-Sep-18
2,397,600 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 14-Sep-19
2,109,888 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 20-Mar-13
21,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,680,000 10/- 10/- Other than Cash
Share Bonus Issue
Liberty Knitwear Ltd. (Represented by
Mr. Md. Shamsuzzaman) 2,494,800 10/- 10/- 5.25% 4.68% 3 Years
Share Bonus Issue
Vice Chairman
2,517,480 10/- 10/-
Share Bonus Issue
2,215,382 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
That’s It Sportswear Ltd. Share Bonus Issue
(Represented by Mr. Md. Kamal Ordinary 29-Jun-17 Other than Cash
2,376,000 10/- 10/- 5.00% 4.45% 3 Years
Hossain) Share Bonus Issue
Director Ordinary 13-Sep-18 Other than Cash
2,397,600 10/- 10/-
Share Bonus Issue
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Refat Garments Ltd. Share Bonus Issue
5.00% 4.45% 3 Years
2,376,000 10/- 10/-
Share Bonus Issue
2,397,600 10/- 10/-
Share Bonus Issue
Page | 65
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
Hazrat Amanat Shah Spinning Mills 2,376,000 10/- 10/-
Share Bonus Issue
Ltd. 2.28% 2.03% 3 Years
Sponsor Shareholder 2,397,600 10/- 10/-
Share Bonus Issue
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 24-Jan-21
(15,483,488) 10/- 10/- Cash
Share Transfer
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
Garments Export Village Ltd. Ordinary 29-Jun-17 Other than Cash
2,376,000 10/- 10/-
(Represented by Mr. A.K.M. Badiul Share Bonus Issue
0.18% 0.16% 3 Years
Alam) Ordinary 13-Sep-18 Other than Cash
2,397,600 10/- 10/-
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 31-Mar-22
(27,483,488) 10/- 10/- Cash
Share Transfer
Ordinary 20-Mar-13
19,000,000 10/- 10/- Cash
Share MoA
Beq Knit Ltd. Ordinary 10-Oct-16
1,520,000 10/- 10/- Other than Cash
(Represented by Mr. Hafizur Share Bonus Issue
4.75% 4.23% 3 Years
Rahman Sarker) Ordinary 29-Jun-17 Other than Cash
2,257,200 10/- 10/-
2,277,720 10/- 10/-
Share Bonus Issue
Page | 66
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
2,004,393 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
2,376,000 10/- 10/-
Badsha Textiles Ltd. Share Bonus Issue
0.00% 0.00% N/A
Sponsor Ordinary 13-Sep-18 Other than Cash
2,397,600 10/- 10/-
Share Bonus Issue
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 20-Feb-20
(28,483,488) 10/- 10/- Cash
Share Transfer
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 27-Jul-16
(1,600,000) 10/- 10/- Cash
Share Transfer
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Mr. Master Abul Kashem Share Bonus Issue
4.63% 4.12% 3 Years
Director Ordinary 29-Jun-17 Other than Cash
2,200,000 10/- 10/-
Share Bonus Issue
2,220,000 10/- 10/-
Share Bonus Issue
Ordinary 14-Sep-19
1,953,600 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Mr. Mohammed Jamal Ullah Share Bonus Issue
4.02% 3.58% 3 Years
2,376,000 10/- 10/-
Share Bonus Issue
Ordinary 27-Jun-18
(1,500,000) 10/- 10/- Gift
Share Transfer
Page | 67
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
Ordinary 27-Jun-18
(1,700,000) 10/- 10/- Gift
Share Transfer
Ordinary 27-Jun-18
(1,500,000) 10/- 10/- Gift
Share Transfer
1,927,600 10/- 10/-
Share Bonus Issue
1,696,288 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 20-Aug-16
(1,600,000) 10/- 10/- Cash
Share Transfer
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
Ordinary 29-Jun-17
2,200,000 10/- 10/- Other than Cash
Share Bonus Issue
Mr. Al-haj Mohammed Issa Badsha Ordinary 27-Jul-17
(1,000,000) 10/- 10/- Cash 0.21% 0.19% 3 Years
Sponsor Shareholder Share Transfer
Ordinary 27-Jul-17
(1,000,000) 10/- 10/- Cash
Share Transfer
Ordinary 19-Apr-18
(19,200,000) 10/- 10/- Gift
Share Transfer
100,000 10/- 10/-
Share Bonus Issue
88,000 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Mr. Ahsan Khan Chowdhury Share Bonus Issue
5.00% 4.45% 3 Years
Director Ordinary 29-Jun-17 Other than Cash
2,376,000 10/- 10/-
Share Bonus Issue
2,397,600 10/- 10/-
Share Bonus Issue
Page | 68
Date of
Allotment/ Issue
Issue (Tk.) Period
made fully (Tk.)
paid-up
2,109,888 10/- 10/-
Share Bonus Issue
Ordinary 20-Mar-13
20,000,000 10/- 10/- Cash
Share MoA
Ordinary 10-Oct-16
1,600,000 10/- 10/- Other than Cash
Share Bonus Issue
Mr. Md. Wahid Miah Ordinary 29-Jun-17 Other than Cash
2,376,000 10/- 10/- 5.00% 4.45% 3 Years
2,397,600 10/- 10/-
Share Bonus Issue
2,109,888 10/- 10/-
Share Bonus Issue
Popular Pharmaceuticals Ltd.
(Represented by Mr. Dr. Mostafizur Ordinary 20-Feb-20
28,483,488 10/- 10/- Cash 5.00% 4.45% 3 Years
Rahman) Share Transfer
Director
Note: (i) There are no pledged shares; (ii) Lock in Period starts from the first day of trading
(iii) Badsha Textiles Limited transferred 28,483,488 number of shares to Popular Pharmaceuticals Ltd. for the consideration of BDT 410,000,000.
*Mr. M. Moniruzzaman Khandaker deceased on 17.08.2018 and therefore all shares were transferred to his successors.
**Ms. Ela Haque deceased on 12.08.2020 and therefore all shares were transferred to her successors.
Page | 69
(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/prospectus/information
memorandum:
Aggregate Shareholding of the Sponsors and Directors

Percentage (%)
SL. No. Name of Sponsors & Directors Designation No. of Shares Held
Before IPO After IPO
1. Mr. Kazi Zafarullah Sponsor Shareholder 1,520,867 0.27% 0.24%
2. Mrs. Nilufer Zafarullah Chairman 12,793,396 2.25% 2.00%
3. Mr. Kazi Omar Zafar Director 12,793,396 2.25% 2.00%
4. Ms. Anushka Mehreen Zafar Director 12,793,396 2.25% 2.00%
5. Mr. Kazi Raihan Zafar Director 12,793,396 2.25% 2.00%
6. Mr. Dr. Kazi Shahidullah Director 1,424,174 0.25% 0.22%
7. Mr. Kazi Ekramullah Sponsor Shareholder 1,424,174 0.25% 0.22%
8. Mrs. Sabiha Mahboob Sponsor Shareholder 1,424,174 0.25% 0.22%
9. Ms. Scherezad Joya Monami Latif Sponsor Shareholder 56,966,976 10.00% 8.91%
10. Mr. Abdullah Ahmed Yousuf Sponsor Shareholder 31,331,837 5.50% 4.90%
Mr. M. Moniruzzaman Khandaker
11. Sponsor - 0.00% 0.00%
12. Mr. Khandaker Rashed-S-Zaman Sponsor Shareholder 9,138,452 1.60% 1.43%
13. Mr. Nazib Ahmed Sponsor Shareholder 1,424,174 0.25% 0.22%
14. Mrs. Ishrat Ahmed Sponsor Shareholder 1,424,174 0.25% 0.22%
15. Ms. Dr. Fahmida Haque Sponsor Shareholder 1,424,174 0.25% 0.22%
16. Mrs. Ela Haque Sponsor - 0.00% 0.00%
17. Mr. Niranjan Chandra Saha Sponsor Shareholder 1,424,174 0.25% 0.22%
18. Mrs. Salina Maksuda Sponsor Shareholder 1,424,174 0.25% 0.22%
19. Mr. Basudev Saha Sponsor Shareholder 1,424,174 0.25% 0.22%
Reedisha Knitex Ltd. (Represented by
20. Director 28,483,488 5.00% 4.45%
Mr. Rezaul Karim)
Mondol Fabrics Ltd. (Represented by
21. Director 28,483,488 5.00% 4.45%
Mr. Abdul Momin Mondol)
Liberty Knitwear Ltd. (Represented by
22. Vice Chairman 29,907,662 5.25% 4.68%
Mr. Md. Shamsuzzaman)
23. (Represented by Mr. Md. Kamal Director 28,483,488 5.00% 4.45%
Hossain)
24. Refat Garments Ltd. Sponsor Shareholder 28,483,488 5.00% 4.45%
Hazrat Amanat Shah Spinning Mills
25. Sponsor Shareholder 13,000,000 2.28% 2.03%
Ltd.
26. (Represented by Mr. A.K.M. Badiul Director 1,000,000 0.18% 0.16%
Alam)
Beq Knit Ltd. (Represented by Mr.
27. Director 27,059,313 4.75% 4.23%
Hafizur Rahman Sarker)
28. Badsha Textiles Ltd. Sponsor - 0.00% 0.00%
29. Mr. Master Abul Kashem Director 26,373,600 4.63% 4.12%
30. Mr. Mohammed Jamal Ullah Sponsor Shareholder 22,899,888 4.02% 3.58%
31. Mr. Al-haj Mohammed Issa Badsha Sponsor Shareholder 1,188,000 0.21% 0.19%
32. Mr. Ahsan Khan Chowdhury Director 28,483,488 5.00% 4.45%
33. Mr. Md. Wahid Miah Director 28,483,488 5.00% 4.45%
Page | 70
Percentage (%)
SL. No. Name of Sponsors & Directors Designation No. of Shares Held
Before IPO After IPO
34. (Represented by Mr. Dr. Mostafizur Director 28,483,488 5.00% 4.45%
Rahman)
Total 483,762,161 84.92% 75.63%
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 prospectus:
No shares were 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 draft prospectus except the following
SL. Number of Date of Issue Price

Name of Transferor Name of Transferee Consideration
No. shares Transfer in BDT
Mr. Abdullah Ahmed
1. Mr. Kazi Zafarullah 1,424,174 31-Mar-22 10.00 Cash
Yousuf
Garments Export Village Mr. A.K.M. Badiul Alam
2. 27,483,488 31-Mar-22 10.00 Cash
Limited & Mr. Manshood Alam
(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:
No. of Percentage (%)

SL. No. Name of Directors & Sponsors Address* Relationship
Shares Held Before IPO After IPO
N.B. Tower, (Level 6), 40/7
1. North Avenue, Gulshan 2, 56,966,976 10.00% 8.91%
Latif Shareholder
Dhaka-1212, Bangladesh
Sponsor
2. Mr. Abdullah Ahmed Yousuf North Avenue, Gulshan 2, 31,331,837 5.50% 4.90%
Shareholder
Reedisha Knitex Ltd. N.B. Tower, (Level 6), 40/7
3. (Represented by Mr. Rezaul North Avenue, Gulshan 2, Director 28,483,488 5.00% 4.45%
Karim) Dhaka-1212, Bangladesh
Mondol Fabrics Ltd. N.B. Tower, (Level 6), 40/7
4. (Represented by Mr. Abdul North Avenue, Gulshan 2, Director 28,483,488 5.00% 4.45%
Momin Mondol) Dhaka-1212, Bangladesh
Liberty Knitwear Ltd. N.B. Tower, (Level 6), 40/7
5. (Represented by Mr. Md. North Avenue, Gulshan 2, Vice Chairman 29,907,662 5.25% 4.68%
Shamsuzzaman) Dhaka-1212, Bangladesh
That’s It Sportswear Ltd. N.B. Tower, (Level 6), 40/7
6. (Represented by Mr. Md. North Avenue, Gulshan 2, Director 28,483,488 5.00% 4.45%
Kamal Hossain) Dhaka-1212, Bangladesh
Sponsor
7. Refat Garments Ltd. North Avenue, Gulshan 2, 28,483,488 5.00% 4.45%
Shareholder
8. Mr. Ahsan Khan Chowdhury North Avenue, Gulshan 2, Director 28,483,488 5.00% 4.45%
9. Mr. Md. Wahid Miah North Avenue, Gulshan 2, Director 28,483,488 5.00% 4.45%
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No. of Percentage (%)
SL. No. Name of Directors & Sponsors Address* Relationship
Shares Held Before IPO After IPO
Popular Pharmaceuticals Ltd. House-4/A, Road-73,
10. (Represented by Mr. Dr. Gulshan-2, Dhaka Director 28,483,488 5.00% 4.45%
Mostafizur Rahman)
*In case of shareholder (company-limited by shares), the address of representative director has been provided.
Note: Above shareholders are not entitled to exercise any 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:
None of the top ten salaried officers and all other officers or employees as group do not hold any share of MDB.
(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:
Midland Bank Limited (MDB) was incorporated on March 20, 2013 under the Companies Act 1994 as a Public Limited
Company with an authorized capital of BDT 10,000 million and paid-up capital of BDT 4,000 million. MDB received the
permission from Bangladesh bank with permission no. BRPD (P-3)745(67)/2013-1665 dated April 09, 2013. The registered
office of the bank is N.B Tower (Level 6 to 9), 40/7 North Avenue, Gulshan 2, Dhaka 1212. The Bank started its commercial
operation on June 20, 2013 with a corporate slogan "bank for inclusive growth' entitled to carry out all types of commercial
banking activities.
Nature of Business
The principal activities of the Bank include conventional banking and related businesses. The range of banking business
comprises deposit Mobilization, cash deposit and withdrawal, extending credit facilities to corporate, micro, small and
medium enterprise (MSME), retail business, trade financing, project financing, organizing syndication deals, lease & hire
purchase financing, issuance of credit card, remittance services and many other financial activities within the framework of
regulatory guidelines.
MDB has no subsidiary company while operating the commercial banking activities in the country.
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(ii) Location of the project:
Registered Office: N.B Tower (Level 6 to 9), 40/7 North Avenue, Gulshan 2, Dhaka - 1212.
Corporate Office: There is no separate corporate office of MDB. However, the head office of the bank is situated at N.B.
Tower (Level 6 to 9), 40/7, Gulshan North Avenue Gulshan-2, Dhaka – 1212, Bangladesh
Location of the Branches

The following are the location of the branches:
Existing Branches
Sl. No. Name of Branch Address of Branch
1. Agrabad Branch As- Salam Tower (1st Floor), 57, Agrabad C/A, Chattogram
EVE's Centre (1st floor) A 1/47 P, East Nasirabad,
2. CDA Avenue Branch
Panchlaish, Chattogram
Abdul Rashid Market (1st & 2nd floor) Chowdhuryhat ,
3. Chowdhuryhat Branch
Hat Hajari, Chattogram
Montaz patwary Mansion (1st floor) , Lakshmipur Sadar,
4. Dalal Bazar Branch
Lakshmipur
Islam Plaza (1st & 2nd Floor), School Road, Sompara
5. Sompara Bazar
Bazar, Chatkhil, Noakhali
6. Shashongacha Branch Meem Tower, Shashongacha, Adarsha Sadar, Cumilla
Maksuda Garden City (2nd Floor), Aganagar, South
7. Aganagar Branch
Keranigonj, Dhaka
Hong Kong Shanghai Tower (Ground & 1st Floor), Plot #
8. Banani Branch
106, Road # 11, Block # C, Banani, Dhaka-1213
Green Rowshanara Tower(2nd Floor), House# 755(Old),
9. Dhanmondi Branch
55(New),Satmasjid Road, Dhanmondi, Dhaka 1205
Chini Shilpa Bhaban(1st & 2nd Floor) 3, Dilkusha C/A,
10. Dilkusha Corporate Branch
Dhaka - 1000, Bangladesh
11. Fatullah Branch Islam Super Market, Fatullah Bazar, Narayanganj
NB Tower, Level-5, 40/7 North Avenue, Gulshan-2,
12. Gulshan Branch
Dhaka-1212
Ayesha Tower (1st Floor), 522 Singair Road, Hemayetpur,
13. Hemayetpur Branch
Savar, Dhaka
Emon Tower, Holding-61, Islampur Road, Ward-36, P.S.-
14. Islampur Branch
Kotowali, Dist- Dhaka
Ramjan Tower, Natun Bazar Mor, Kamarpara, Turga,
15. Kamarpara Branch
Dhaka
Jahangir Tower, 10, Kazi Nazrul Islam Avenue, Ward No-
16. Kawran Bazar Branch
26, Tejgaon, Dhaka
17. Maligram Branch Vashra, Maligram, Deora, Bhanga, Faridpur
Hyperion Rose, Holding No-61/1-2, Block-B, Road No-4,
18. Mirpur Branch
Ward No-2,Section-12, Pallabi, Dhaka
Mannan Plaza (1st Floor), Mirzapur Bazar, Bhawal,
19. Mirzapur Bazar Branch
Mirzapur Sadar, Gazipur
20. Narayanganj Branch 55/A, Ground Floor, Tanbazar, Narayanganj
Helal Tower, First & second floor, 211 Shahid Shorwadi
21. Narshingdi Branch
Park Road, Narshingdi
22. Panchar Branch Dia-Moni Plaza (1st Floor), Panchar, Shibchar, Madaripur
23. Panchrukhi Branch Shopon Tower, Panchrukhi Bazar, Araihajar, Narayanganj
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Existing Branches
West Paragram Bazar, Nawabganj, Dhaka (Right side of
24. Paragram Branch
Singair Road)
ABC Heritage (Ground Floor), Plot 2 & 4, Sector 3,
25. Uttara Branch
Jashimuddin Avenue, Uttara Model Town, Dhaka
Razzak Commercial Complex, Zirabo, Ashulia, Savar,
26. Zirabo Branch
Dhaka
27. Bheramara Branch Godown Moor, Bheramara Highway, Kushtia
98/1 Haji Market, Bara Nawabpur, Faylabazar, Ujalkur,
28. Foyla Bazar Branch
Rampal, Bagerhat
29. Khulna Branch Tayamun Centre (1st Floor), 181/1 Jessore Road, Khulna
30. Valuka Branch Jamirdia, Masterbari, Valuka, Mymensingh
Amicus Plaza, 1st floor, Shahid Abdul Jabbar Sarak,
31. Bogura Branch
Joleshwaritola, Bogura
Majeda Plaza (1st floor), Talukdar Market, Mokamtola,
32. Mokamtola Branch
Shibganj, Bogura
Rahamania Tower, Holding-57,58 & 60, Ganok Para,
33. Rajshahi Branch
Station Road, Ward-12, P.S.-Boalia, Dist- Rajshahi
34. Doshmile Branch Hossain Monzil, East Sadipur, Doshmile, Dinajpur
35. Sylhet Branch M.S Tower (1st Floor), Mirboxtola, Chowhatta, Sylhet
Sub-branches
Sl. No. Name of Branch Address of Branch
Madhabdi Pourashava Office Bhaban, Madhabdi,
1. Madhabdi Sub-Branch
Narsingdi
2. Lakshmipur Sub-Branch R. S. Tower (1st floor), Hospital Road, Sador , Lakshmipur
House #56, Road#19, Rupnagar R/A Rupnagar, Mirpur
3. Rupnagar Sub-Branch
Dhaka
Showantex Tower (ground floor), House no. 9/I,
4. Motijheel Sub-Branch
Motijheel C/A, Dhaka
CCMPSL Tower, Holding No. 412, Ward No. 06,
5. Shahjadpur Sub-Branch
Shahjadpur, Shirajgonj
Aziz Super Market, Holding No-629, C&B Road, Ward No-
6. Chatkhil Sub-Branch
3, Chatkhil, Noakhali
Nagar Bhaban, Holding No-142, Greater Road, Ward No-
7. Rajshahi City Corporation Sub-Branch
13, Rajshahi City Corporation, P.S-Boalia, Dist.-Rajshahi
Meghna Industrial Economic Zone, Tipordi, Daag No- RS-
8. MIEZ Sub-Branch 31, Mouza-Choto Shilmondi, Union- Mograpara, P.S:
Sonargaon, Dist: Narayanganj
Holding Number: 683, 1st Floor, Tamabil Road, Shibgonj,
9. Shibgonj Sub-Branch
Sylhet
Hira Square, Holding-20, Jadhav Lahiri Lane,
10. Mymensingh Sub-Branch
Mymensingh
11. Jubilee Road Sub-Branch B&B Tower, 129 Jubilee Road, Enayet Bazar, Chottagram
Sreenagar Plaza, Kancha Bazar Road, Sreenagar Bazar,
12. Sreenagar Sub-Branch
Sreenagar, Munshiganj
Sharif Market,Holding No:648,Jashore-Khulna
13. Noapara Sub-Branch Mohasharak,Ward No: 06,Pourashava: Noapara,Ps-
Abhaynagar,Jashore
Page | 74
(iii) Plant, machinery, technology, process, etc.
Plant and Machinery:

Since the issuer company (MDB) is a banking organization running with many branches and sub-branches all over the
Bangladesh in order to provide banking services, there requires no plant band machinery for the operation of MDB.
Technology:
Information Technology (IT) is the heart of the banking system in today's world and is now play as the key business enabler
and the back-bone of banking industry in Bangladesh. Adopting technological innovations in banking not only made banking
transaction more efficient and faster but also enabled banking industry to open up various channels to provide banking
service to customers and taking bank to the doorstep of unbanked customers as well. Information Technology (IT) is also
changing the supervisory and regulatory landscape of the banking industry. Regulators are introducing IT driven tools for
more effective supervision while new supervisory challenges are arising each day with the advent of new technology and
new innovation in banking. So the use of information technology in banking is increasing rapidly. The banking industry is
evolving very quickly from the traditional brick and mortar banks to digital banks. As the internet era expanded, the banking
channels and models have gone a long way far beyond the human imagination. The Internet has opened the gates towards
digital transformation and innovation and completely revolutionized the banking industry by empowering banks to serve
their customers in a better way thereby reducing costs and improving banking experience. Understanding the changing
scenario, MDB has already stared initiatives for digitalization of its services on a focus to offer simple but secured banking
to its customers. Core Banking System (CBS), is the backbone of today's banking activities which MDB upgraded in the year
2019 to fulfill our customer needs in more efficient manner. This allows the Bank to launch diversified deposit and lending
products and other banking services to meet wide ranging requirement of all segments of customer. Also through
automation and robustness of the processes, MDB ensures transparency, accuracy and security of the services of the Bank.
MDB has adopted a 'Digital First' mindset - putting digital at the heart of the business - an effective way to redefine
relationship with the customers. MDB believes, by having a truly digital business, it can move away from reactive,
transaction-based customer relationships, towards a more intimate, proactive and personalized experience, across multiple
channels, products and services. Consequently, the bank is connected with modern payment systems of country and
introduced technology enabled systems, expediting digital experience of the clients, keeping them abreast of changing
scenarios. To connect the customers more with digital currency, MDB has updated, secure and robust internet banking
platform with enhanced features. MDB has made an arrangement with bKash, the largest Mobile wallet service in the
country, to transfer money from customer's bank account. The new feature has added value with the current features
getting account statement, maintain inter & intra bank fund transfer, pay utility and credit card bills. Last year, MDB has
introduced its operations from new DR site located at Mirpur, which was equipped with world renowned, latest and
sophisticated devices and technology to run the banking services. MDB has implemented secure and reliable communication
channel with scalable, redundant and load balanced architecture to ensure highest level of availability. Secure
communication channel is maintained to ensure security of the bank. Network zones are efficiently managed, the access in
the networks are monitored and maintained strictly.
Process:
In MDB, applications are submitted to the Credit Risk Management (CRM) Division for approval. The CRM division approves
the credit proposal within the limit set by the Board of Directors. Other applications those exceeds the limit, the CRM division
coordinates and prepares credit recommendations to the Management of Credit Committee, The Board Executive
Committee and to the Board of Directors. Credit processing are conducted on the basis of extensive knowledge of the risks
inherent to each individual exposure for the purpose of striking a balance between risk and earnings opportunities and in
compliance with the overall goals defined by Board of Directors and Bangladesh Bank.
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(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.:
Major events Date/Year

Letter of Intent 17-Apr-2012
Certificate of Incorporation 20-Mar-2013
Commencement of Business 20-Mar-2013
Head Office Approval 09-Apr-2013
Gazette Published 10-Apr-2013
First Press Conference 27-Apr-2013
First Branch Operation (Dilkusha Corporate Branch) 20-Jun-2013
BACH Operation 30-Jul-2013
BEFTN Operation 02-Sep-2013
SWIFT Operation 08-Sep-2013
ATM Live Operation 18-Sep-2013
Q-Cash Operation 18-Sep-2013
Statutory Meeting of the Shareholders 19-Sep-2013
ATM Inauguration 07-Nov-2013
First Annual General Meeting (AGM) 26-Apr-2014
MDB Contact Centre launched 11-Sep-2014
Midland online (Internet Banking) launched 11-Sep-2014
NPSB Operation launched 01-0ct-2014
VISA Operation inaugurated 19-Nov-2014
Completion of Centralized Banking Model (CBM) 01-0ct-2015
RTGS Operation launched 29-0ct-2015
Midland Bank Training Institute (MDBTI) inaugurated 26-May-2016
"midland online" Android MDBile App launched 03-Jan-2017
First Agent Banking Centre inaugurated 23-Jan-2017
Introduction of MDB Prepaid Card 07-Mar-2017
Core Banking Software upgraded from Desktop to Web version 15-Sep-2017
NPSB Fund Transfer through MDB Internet Banking "midland online" 02-0ct-2017
Titas Gas Bill collection started 23-0ct-2017
Establishment of Bank's real time Disaster Recovery Site 31-Dec-2017
Fund transfer with MDB Cards through NPSB using Internet Banking 08-Jan-2018
Agent Banking Centres started bill collection of REB 03-May-2018
On spot account opening process incorporated under Agent Banking Centres using TAB 04-Jul-2018
Implementation of Half Yearly Balance Confirmation SMS 19-Jul-2018
RTGS operation incorporated under Agent Banking Centres 26-Nov-2018
Agreement for transfer of money to bKash Account using internet banking 19-Dec-2018
Introduction of MDB Booth Banking at Madhobdi, Narshingdi 01-Jul-2019
Signed Memorandum of Understanding (MOU) for ekPay Services between ekPay Integrated
One Stop Payment Platform (IOSPP) an initiative by Access to Information (a2i) Programme-II
and Midland Bank Limited. Agreement for ekPay Services between ekPay Integrated One Stop 30-July-2019
Payment Platform (IOSPP) an initiative by Access to Information (a2i) Programme-II and
Midland Bank Limited.
MDB Deposit and Loan Customers are under Insurance Coverage 28-Aug-2019
Obtained Islamic Banking Window License from Bangladesh Bank 05-Dec-2019
Crossing of 100,000 Customers 31-Dec-2019
Formally inauguration of Mujib Corner 18-Mar-2020
Obtained OBU License from Bangladesh Bank 25-Mar-2020
MDB saalam, Midland Bank’s islami banking platform launched 19-Apr-2020
(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 or services

The issuer company operates its banking activities throughout the country offering different types of deposit and loan
products.
Page | 76
Market for products or service
The issuer company offers different types of deposit and loan products through the branches and sub-branches within the
territory of Bangladesh.
Past trend and future prospects of export and local market

The core income from the banking operation of MDB during the last 5 years is as follows:
Amount in BDT
Particulars 31-Dec-2021 31-Dec-2020 31-Dec-2019 31-Dec-2018 31-Dec-2017
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
MDB is engaged in the banking activities throughout the country having no export destination.
Future prospects and growth drivers of the banking industry of Bangladesh
Powerful forces like Mobilization of almost everything, disruptive technologies such as Artificial Intelligence and Blockchain,
regulatory requirements, demographics and economics and operating in tandem with shifting consumer expectations will
have unprecedented impact on the banking landscape. Hence, banks must not only execute on today’s imperatives, but also
radically innovate and transform themselves in order to win in the next era.
PwC Banking Survey 2020 has identified the six strategic priorities for banks to keep up with the pace of transformation. The
graph included here depicts these strategic priorities, the importance, and preparedness levels of banks. This scenario holds
true for banks in both developed and emerging markets and the achievement of these strategic priorities require banks to
tune in to the changing consumer preferences, embrace disruptive technologies like AI, Blockchain, and IoT as enablers
wherever appropriate, and develop a culture of innovation through research and development.
Banks in developed countries are doing better in this regard owing to greater industry maturity and higher rates of
technology adoption. Even emerging countries like India has jumped into the bandwagon wholeheartedly while Bangladeshi
banks are lagging. Although the banking industry in Bangladesh has come a long way over the last 48 years, we were unable
to do much other than the management of cross-border trade volume increasing. Large non-performing loans (NPLs), low
automation, the least possible number of retail banking solutions, low access to internet banking, concentration of banking
limits, or exposure to few groups or families (that too in cash credit), hypothecation of assets, import loans, and term loans
are synonymous of Bangladeshi banking. Too many banks, far too few banking solutions or products, and rising level of NPLs
are also not helping the banks maintain or strengthen their profitability and ROE.
The solutions to these problems lie in the prudent implementation of the six strategic priorities identified by the PwC Banking
Survey 2020 (a survey among global banking executives). The boom of the Mobile banking sector with almost 80 million
clients and average daily transaction volume of over Tk. 1,300 crore can largely be attributed to a simplified customer-centric
business model and optimized distribution powered by innovative utilization of Mobile technology.
Financial inclusion achieved through agent banking or booth banking, an Alternative Delivery Channel (ADC), is another
evidence of optimized distribution and business process simplification. Moreover, Bangladesh Bank has recently mandated
e-KYC, which should help reduce the instances of default and NPL due to increased objectivity. Following a similar logic, we
can also argue the case for big data analytics and automation of relevant due diligence can cultivate the power of information
and help predict behaviour patterns of both regulators and consumers, thus equipping banks with a tool of proactive risk
management. The scenario is similar in most other emerging economies and the existing shortcomings do point towards
hanging back investments in research and development and appropriate technologies. That, in turn, has resulted in a paucity
of efforts towards consumer service enhancement and product portfolio expansion. PwC Banking Survey 2020 identifies the
top three investment priorities according to the opinion of bank executives in emerging markets.
The analysis based on the PwC Banking Survey, validates the emphasis required on innovation and technological adoption
focused towards providing consumers with improved experience through seamless service and diverse product offerings.
Consumer preference, cost-cutting needs and regulatory requirements are making automation a hygiene factor rather than
differentiator. Utilization of alternative delivery channels like virtual banking and POS based banking are becoming
Page | 77
increasingly important for profitability. Jim Marous in The Financial Brand magazine opined that: In the long run, banks will
need to move further into the daily lives of customers, becoming wealth management advisors who provide assistance
before, during and after a financial transaction. To succeed in this rapidly changing landscape, banks need to have a clear
sense of the posture they wish to adopt -- whether to shape the industry, rapidly follow the leaders, or manage defensively,
putting off change and a strategy which addresses these priorities, including third party collaborations and application of
lessons from other industries. Of course, the level of focus on each of them depends both on a bank’s starting point and its
unique strengths and challenges. However, each priority is important, and success will come from a balanced execution
across them and a balance of tactical initiatives and longer term programs, all coming together as an integrated whole.
Source: https://www.dhakatribune.com/opinion/op-ed/2020/03/05/the-future-of-banking-2
The financial sector is at the forefront of 4th Industrial Revolution (4IR) globally and Bangladesh is not an exception.
Technological Innovations in financial services popularly known as Fintech brings disruptions to the conventional banking
system. Financial technologies e.g. Internet of Things, Blockchain Technology, Augmented reality (AR), virtual reality (VR),
Open APIs, Big Data, Machine Learning, Robo advice, Smart contracts and Cloud computing, etc. could be used separately
or all together to bring numerous benefits to the financial system as well as to consumers. From the experience of other
countries, it has been found that, collaboration between traditional banks and Fintech firms often resulted in the best form
of digital bank. Countries like Australia, Brazil, Singapore, Hong Kong, Malaysia, UAE, and KSA have already successfully
implemented digital banking to meet the ever growing client demand. The prospect of such banking services in Bangladesh
has already been partially demonstrated by the Mobile Financial Services providers in the country.
Source: https://thefinancialexpress.com.bd/views/prospects-of-digital-banking-in-bangladesh-1611849234
(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 company’s total revenues:
For the year ended Dec For the year ended Dec
Sl. No. Name of Product 31, 2021 31, 2020
Amount % Amount %
1. Loans & Advances Products 970,105,222 36.80 411,985,371 17.76
2. Investment in Treasury Bond & Share Market 1,358,111,049 51.52 1,565,254,675 67.46
(vii) Description of associates, subsidiary and holding company of the issuer and core areas of business thereof:
There are no associates, subsidiary and holding company of the issuer for the operation of its banking activities.
(viii) How the products or services are distributed with details of the distribution channel. Export possibilities and export
obligations, if any:
The loan and deposit products of the issuer are offered through its branches in different locations of Bangladesh.
Export possibilities and export obligations:

MDB has neither the export possibilities nor the export obligation for the operation of the banking activities. Moreover, the
bank assists its customers for export or export oriented business as permitted by the Banking Companies Act, 1991 and
other applicable rules and regulations.
(ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors:
After the independence, banking industry in Bangladesh started its journey with 6 (six) nationalized commercialized banks,
3 (three) state owned specialized banks and 9 (nine) foreign banks. In the 1980's banking industry achieved significant
There are 61 (sixty-one) scheduled banks in Bangladesh who operate under full control and supervision of Bangladesh Bank
Page | 78

Specialized Banks 3
The principal activities of Midland Bank include conventional banking and related businesses. The range of banking business
comprises deposit Mobilization, cash deposit and withdrawal, extending credit facilities to corporate, micro, small and
medium enterprise (MSME), retail business, trade financing, project financing, organizing syndication deals, lease & hire
purchase financing, issuance of credit card, remittance services and many other financial activities within the framework of
regulatory guidelines.
There is no available public data regarding the market share of all banks listed in Dhaka Stock Exchange. However, the
financial information of the banks is available in the annual report of the respective bank. The key financial parameter (Total
operating income) of the key competitors (private commercial banks) of MDB is as following.
Sl. No. Name of the Bank Total Operating Income (in BDT) % of Total Operating Income
1. Dutch-Bangla Bank Limited 28,203,163,709 27.01%
2. Jamuna Bank Limited 10,971,052,322 10.51%
3. Mutual Trust Bank Limited 11,849,753,098 11.35%
4. One Bank Limited 8,387,537,458 8.03%
5. The Premier Bank Limited 15,644,159,323 14.98%
6. Trust Bank Limited 16,053,172,920 15.38%
7. Uttara Bank Limited 10,665,709,718 10.22%
8. Midland Bank Limited 2,636,123,592 2.52%
Total 104,410,672,140 100.00%
Source: Annual report for the year ended December 31, 2021 of the respective bank.
The performance of the banking sector of Bangladesh has been largely affected by the COVID-19 pandemic situation for the
last four months of FY20. In 2019, the SOCBs held 24.51 percent share of the total assets which was 25.60 percent in 2018.
PCBs' share of the total assets increased slightly to 67.80 percent in 2019 from 67.00 percent in 2018. The FCBs held 5.50
percent share of the total assets in 2019, showing an increase of 0.3 percent over the last year. The SBs' share of the total
assets was 2.20 percent in 2019 which was same in 2018. At the end of December 2019, total assets of the banking sector
stood at BDT 16,298.40 billion which was 11.84 percent higher than that of the previous year. Total deposits of the banking
sector stood at BDT 12,145.20 billion in 2019 which was BDT 10,798.70 billion in 2018, showing an increase of 12.46 percent.
From the year 2018 to 2019, considering the share in total deposit of the banking sector, SOCBs' share decreased from 26.60
percent to 25.00 percent, PCBs' share increased from 66.00 percent to 68.10 percent, FCBs' share decreased from 4.80
percent to 4.30 percent and SBs' share remained same which was 2.60 percent in both years. In 2019, the SOCBs' assets
rose by 7.10 percent and that of the PCBs' increased by 13.10 percent. The aggregate banking sector assets consisted of BDT
10,315.10 billion as loans and advances (63.30 percent of total assets), BDT 161.60 billion as cash including foreign
currencies, BDT 885.40 billion as deposit with BB including foreign currencies, BDT 2,157.10 billion as investment in treasury
securities and BDT 2,779.10 billion as other assets during the period. Deposits continued to be the main sources of funds of
the banking industry in FY20 and it (excluding inter-bank) constituted 74.50 percent of the total amount of liability and
shareholders' equity in 2019. Total shareholders' equity of the banks was BDT 1,027.50 billion at the end of December 2019
which was BDT 931.00 billion in 2018. [Source: Bangladesh Bank Annual Report, 2019-20]
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(x) Sources and availability of raw materials, names and addresses of the principal suppliers and contingency plan in case
of any disruption:
MDB is operated through many branches and sub-branches in Bangladesh which collect funds from the clients through
various types of products consisting of retail, corporate and other types of deposits.
Contingency plan:
MDB has a well governed and articulated contingency plan for future. The issuer possesses a comprehensive liquidity
management framework that supports the business strategy, aligns the risk appetite and adheres to regulatory expectations.
The liquidity risk management policy requires that the bank maintains sufficient liquid assets and diversified funding sources
to consistently fund our balance sheet, commitments and contingent obligations, in order to maintain the strength of
enterprise under both normal and stressed conditions.
The liquidity management strategies, objectives and practices are regularly reviewed to align with changes of liquidity
environment, including regulatory, business and/or market developments. Besides, the bank constantly endeavors to keep
the liquidity risk within the institutional appetite/risk perception in a measured way.
(xi) Sources of and requirement for power, gas and water; or any other utilities and contingency plan in case of any
disruption:
Head office of the bank:

Utilities Requirement Source
Commercial line from Dhaka Power Distribution Company Limited (DPDC) for Head Office
Power 550 KVA Premises. The Bank is taking support from Head Office building’s 720 KVA generator. 250
KVA Diesel Generator installed for Data Centre of IT Division at Zahed Plaza.
Gas N/A Not required for operational purposes.
Water N/A Water Supply from Dhaka Water Supply & Sewerage Authority (WASA).
Contingency Plan in case of any disruption:

To manage any disruption of main electrical line, The Bank has installed generators as mentioned in above for emergency
support.
(xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for 10%
or more of the company’s products/services with amount and percentage thereof:
There is no such borrower who accounts for 10% or more of the total loans and advances.
(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:
There is no such depositor who accounts for 10% or more of the total deposits of the bank.
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(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 contract, a declaration is to be disclosed duly signed by CEO/MD, CFO and Chairman on behalf of Board
of Directors:
Declaration Regarding Contract with Principal Suppliers or Customers

We, on behalf of the Board of Directors, certify that Midland Bank Limited does not have any principal supplier to provide
intended services to the customer nor did it enter into any contract with its principal suppliers or customers, i.e. with
depositors and borrowers for source of fund other than banker customer relationship as per the Bank Company Act, 1991.
Sd/- Sd/- Sd/-

Nilufer Zafarullah Md. Ahsan-uz Zaman Md. Zahirul Islam, FCA
Chairman Managing Director & CEO Chief Financial Officer
(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry
dates:
Registration/Certificate/ Renewal
Particulars License Issuer/ Issuing Authority Issue Date Expiry Date
License No. Date
Registrar of Joint Stock
Certificate of
Companies & Firms, Bangladesh C-108070 /13 20.03.2013 N/A N/A
Incorporation
(RJSC)
Registrar of Joint Stock
Commencement
Companies & Firms, Bangladesh C-108070/13 20.03.2013 N/A N/A
of Business
(RJSC)
Trade License Dhaka North City Corporation 03-087001 25.09.2018 01.07.2021 30.06.2022
E-TIN Certificate National Board of Revenue 417849707710 07.09.2014 N/A N/A
Custom, Excise & VAT
VAT Registration
Commissionarate, Gulshan 0002117080101 30.05.2017 N/A N/A
Certificate
Division, Dhaka (North)
BRPD (P-3)/744(93)/2013-
Banking License Bangladesh Bank 09.04.2013 N/A N/A
1687
Agent Banking BRPD (P-3) 745(67)/2016-
License 4456
AD (Authorized
Bangladesh Bank FEPD(LDA)/140/2013-1009 30.06.2013 N/A N/A
Dealer) License
Islamic Banking BRPD(P-3)/745(67)/2019-
License 10104
BRPD(OB)/744(125)/2020-
Offshore Banking Bangladesh Bank 25.03.2020 N/A N/A
3477
(xvi) Description of any material patents, trademarks, licenses or royalty agreements:
The bank does not have any material patents, trademarks or royalty agreements. However, the bank has some licenses from
the relevant regulators for the operation of banking activities.
Page | 81
(xvii) Number of total employees and number of full-time employees:
(As per Audited Accounts)
Regular Contractual Total Employee
Particulars Support Staff
Employee Employee 31-Dec-21 31-Dec-20
Total 486 225 466 1,177 1,105
(xviii) A brief description of business strategy

In Bangladesh, the banking business is passing through a transition. While MDB is encouraging the customers to use digital
platforms to avail their services online in real-time, concurrently, Bangladesh Bank is now formulating new guideline of the
operations of full-pledged digital banks, widening a new horizon for banking. Now onwards, conventional banks will have to
compete in the financial market with the digital banks, mobile financial intermediaries and hybrid banks. Midland Bank has
invested in IT infrastructure and developed robust digital platform for its customers since inception. The bank has adequately
taken preparation for the new challenges posed by the inevitable regulatory openings and is ready to embrace the enormous
opportunities of banking business.
For the first time since 2018, liquidity is not a big concern for MDB. Anticipating the natural cycle of money market, MDB
did not book any long-term high cost deposits in the preceding years. The decision of MDB not being aggressive in sourcing
deposits proved to be fruitful in the changing liquidity scenario. Last year, MDB had enough liquidity to cater to the business
need and took steps to rationalize the deposit rates downward to limit the unutilized liquidity. However, the deposit
portfolio of the bank has further consolidated and reshaped in a positive way in the last year, increasing the low-cost deposit
from 23.47% to 24.62% by the end on 2021. As per MDB’s steady growth approach, the asset portfolio of the bank grew by
9.30%, as it made credible and prudent credit judgement since beginning. As MDB is very selective in choosing asset
customers, the highest effort and focus is continuing to maximize the non-interest and non-funded business.
During 2021, the retail customer relationships increased by 23%, reaching 1,57,465 by December 2021. The digital banking
customers of the Bank, which increased many fold during the pandemic, is the future base of MDB’s retail customers. At
present, MDB has smaller number of large corporate deposits and 47 percent of the portfolio comprises of individual and
retail deposits. In the eighth year of operation, MDB has gained resilience to absorb any sudden shock of deposit outflow by
huge improvement in the deposit mix and also withstand NPL shock by keeping provisions at required level. The
Management of MDB is conscious of the aftermath of covid-19 pandemic and shall act as per prudent guidance of the Board.
At present, 44% of total deposit consists of retail deposits including current account savings account (CASA) and aggregate
retail, CASA and other small deposits constitute 54.44% of our total deposits base.
By the end of 2021, the number of Branches reached 35, amongst which 16 are urban and 19 are rural. The Sub-branch
network reached 13 and Agent Banking Centres (ABC) increased to 100 by the end of 2021. MDB has plan to further expand
the service network throughout the country opening of Sub-branches and ABCs in 2022. As per business policy, Midland
Bank always prefers to expand its services in the rural areas rather than competing in the overcrowded concentrated
geographical banking hubs many of which are over banked. During the last three years, MDB opened 4 rural branches
compared to 2 urban and intends to launch more new branches in the days ahead, most of them will be rural. Moreover,
MDB plans to open more Sub-branches in the prime and potential business locations and intends to expand Agent Banking
network in near future. The bank has obtained Islamic Banking License from Bangladesh Bank for commencing Shariah
Banking services through two window at the flagship branches in Dhaka and Chittagong at Gulshan and Agrabad. Through
this initiative, the bank has introduced all types of Islamic banking services which have been providing from all the Branches,
Sub-branches and Agent Banking Centres. MDB has procured Islamic core banking software and introduced it ensuring fully
separate Islamic banking operational platform.
(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:
Since MDB is engaged with the operation of banking activities dealing with deposits and loans & advances, such information
is not applicable for MDB.
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(e) Description of Property
(i) Location and area of the land, building, principal plants and other property of the company and the condition thereof:
The written down value as on December 31, 2021 of all tangible and intangible assets in the possession of MDB is as
following.
As on December 31, 2021
Name of the Assets
Amount in Tk.
Tangible Assets
Computer and Peripherals 218,799,264
Furniture & Fixture 178,677,759
Office Equipment 175,553,464
Motor Vehicles 26,094,193
Books 20,260
Right of Use Assets 656,791,727
Intangible Assets
Software 62,813,819
Total 1,318,750,486
Location of Plant/ factory with details

All of the above mentioned assets are located at the head office, branch and sub-branch offices of Midland Bank Limited.
Particulars Location Condition of the Property
Computer and Peripherals
Furniture & Fixture
Office Equipment
Registered/Branch/Sub-
Motor Vehicles All properties are in good condition
branch Offices
Books
Right of Use Assets
Intangible Assets
Location of Land with details

There is no land in the possession of MDB while rendering banking services throughout the country.
(ii) Whether the property is owned by the company or taken on lease:
No property of Midland Bank limited is taken on lease except the right-of-use asset as per IFRS 16 alias rental agreement for
its branches/ sub-Branches. So, all properties are owned by the banks other than the assets under the right-of-use asset as
per IFRS 16.
(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:
There is no land in the possession of Midland Bank Limited.
(iv) The names of the persons from whom the land 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:
(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required:
Page | 83
(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:
There is no asset of MDB which is under mortgage. However, the Bank filed on Artha Rin suit bearing # 539/2017, dated
02.03.2017 against one default customer, A/C: AI- Fahad Air Ticketing & Medical Tourism Limited. The Bank has been
awarded the ownership of the mortgage properties according to the verdict of the honorable court in accordance with
section 33(5) of “Artharin Adalat 2003". Subsequent approval taken from the Board of Directors of the Bank, the full
amount of loan of BDT 12.59 million (market value of the property at BDT 14.54 million) has been transferred to Non-
Banking Assets of the Bank, which will continue to sustain in Bank's Balance Sheet until sale/ disposal of the said property
acquired by the Bank u/s 33(5) of the Artha Rin Adalat Ain 2003 as mortgagee Bank. As per Bangladesh Bank Guideline,
100% provision has been maintained against this asset during the year.
(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 of Midland Bank limited is taken on lease except the right-of-use asset as per IFRS 16 alias rental agreement
for its following branches/ sub-Branches:
Rent per
Sl. Effective Date Expiration month
Name of Lessor Branch Name Sq. Ft.
No. of Lease Date of Lease (Excluding
VAT)
1. Nuruzzaman Biswas NB Tower 1/7/2013 30/06/2023 2,061,400 18,740
2. Shezad Pervez and Shezad Javed Zahed Plaza 15/03/2021 14/03/2027 757,073 9,480
4. Shamsul Hoque Vetara -Godown 13/09/2018 12/09/2024 144,000 4,800
Bagladesh Sugar & Food Industries
5. Dulkusha Branch 1/11/2019 31/10/2025 544,135 2,835
Corporation
6. Mrs Nilufar Zafarullah Banani Branch 01/07/2021 30/06/2025 1,954,543 7,046
7. Liakat Ali Chowdhury Agrabad Branch 1/7/2020 30/06/2029 725,884 6,150
8. Mannan Plaza Mirzapur 19/09/2019 18/09/2025 50,337 3,664
9. Haji Md. Delwar Howlader Panchar branch 01/12/203 30/11/20203 25,792 3,124
10. Subhash Chandra Ghosh Uttara Branch 1/1/2016 31/12/2024 682,720 4,016
11. Sadin Sheikh Aganagar Branch 01/10/2021 30/09/2030 52,300 1,238
12. Syed Shahid Iftekhar Alam Dhanmondi branch 1/4/2019 31/03/2025 616,250 3,714
13. Mrs. Ayesha Begum Hemayetpur 1/1/2020 31/12/2029 50,496 1,732
14. Abdul Razzak Zirabo 1/9/2014 30/08/2024 41,600 2,000
15. Mrs. Nazma Begum Panchrukhi 1/4/2021 01/04/2030 39,600 1,980
16. Md.Abdul Aziz Kamarpara Branch 01/06/2021 31/05/2030 44,498 1,946
17. AlHaj Mohammed Helal Miah Narsingdi branch 16/07/2021 15/07/2027 108,560 3,030
18. Kamal Mia Narayanganj 1/10/2015 30/09/2024 236,250 2,950
19. Ali Hossain & Ahammed Ali Valuka branch 1/9/2015 30/08/2024 27,200 2,100
20. Sheikh Abdul Momin CDA Avenue branch 27/08/2015 26/08/2025 232,500 2,580
Nure Alam Md. Mamunur rashid
21. Mokamtola branch 20/08/2015 19/08/2024 21,000 2,000
Talukder
22. Md. Harun Or Rashid Chowdhuryhat branch 22/07/2021 21/07/2027 49,168 2,223
23. Khandaker Mahmudur Azad Bogura branch 13/09/2015 12/9/2024 102,000 2,550
24. Al haj Md. Lokman patwary Dalabazar branch 1/12/2016 30/11/2022 27,600 2,080
25. Mr. Kahalilur Rahman Chowdhury Sylhet branch 1/11/2017 31/10/2026 150,000 2,770
26. Syed Towhid Hossain Khulna Branch 1/9/2018 31/08/2024 17,100 3,100
27. Md. Abdul Baten Chowdhury Sompara 1/12/2017 30/11/2026 38,250 2,580
28. Md. Janahgir Alam Paragram 1/12/2017 30/11/2026 23,400 2,490
29. Engineer Enamul Kabir Ahmed Mirpur branch 16/06/2018 15/06/2024 301,000 4,850
30. Md. Sirazul islam Foylabazar 1/9/2018 31/08/2024 17,100 1,800
31. Mrs Lutfun Nesa Maligram branch 1/10/2018 30/09/2024 23,400 1,400
32. Syed md. Ibrahim Islampur 10/11/2018 09/11/2027 256,806 2,188
33. Md. Reaz Ahmed Khan Rajshahi branch 1/11/2018 31/10/2027 96,050 2,880
34. Mosammat Khairun Nesa Shahsongacha branch 1/1/2020 31/12/2028 48,000 1,150
35. Mst. Hasina Begum Bheramara Branch 1/1/2020 31/12/2025 13,000 1,048
Page | 84
Rent per
Sl. Effective Date Expiration month
Name of Lessor Branch Name Sq. Ft.
No. of Lease Date of Lease (Excluding
VAT)
36. Mohammad Hossain Ali Doshmile Branch 1/1/2020 31/12/2029 15,440 1,060
37. Mr. Musla Uddin Vulu Fatullah Branch 1/3/2020 28/02/2029 30,500 1,510
38. Md. Mosharrof Hossain Madabdi Sub branch 1/7/2019 30/06/2024 6,180 412
39. Swantex Ltd. Motijhieel Sub branch 1/3/2020 28/02/2025 106,590 525
40. Md. Golam Mostafa and others Lakhipur sub branch 1/2/2020 31/01/2025 13,000 750
41. Mrs. Hashina Akter Rupnagar Sub branch 1/4/2020 01/03/2029 40,850 830
Shahajadpur Central Cooperative
42. Shahjadpur Sub branch 1/4/2020 31/03/2025 12,000 650
Multipurpose Socuety Ltd.
43. Mst. Mushfika Sultana Chatkhil Sub branch 1/5/2020 30/04/2030 10,500 690
44. Rajshahi City corporation Rajshahi Sub branch 1/10/2020 31/09/2025 22,416 420
45. Alaska International Company Karwan Bazar Branch 01/09/2021 31/08/2031 272,250 2,850
46. Md. Zahidul Islam & Gong Noapara Sub-Branch 01/01/2022 31/12/2031 18,640 932
47. Bazal Ahmed Bablu Jublee Road Sub branch 01/10/2021 31/09/2031 75,960 844
48. Aftab Uddin Shibgoanj Sub branch 01/08/2021 31/07/2027 30,100 860
49. Mostafa Kamal MIEZ Sub-Branch 01/04/2021 31/03/2027 59,636 877
50. Md. Mosaraf Hossain Sreenagar Sub-branch 01/11/2021 31/10/2031 27,840 870
51. Md. Mijanur Rahman Mayminsing Sub branch 01/09/2021 31/08/2031 25,350 845
(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:
Since MDB is engaged in the operation of banking activities throughout the country, there is no need of plant and
machineries for the normal course of action. The principal activities of Midland Bank include conventional banking and
related businesses. The range of banking business comprises deposit Mobilization, cash deposit and withdrawal, extending
credit facilities to corporate, micro, small and medium enterprise (MSME), retail business, trade financing, project
financing, organizing syndication deals, lease & hire purchase financing, issuance of credit card, remittance services and
other activities within the regulatory guidelines.
(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 bank may from time to time require to purchase capital machineries for expansion depending on the market scenario.
MDB, however, has no plan for immediate procurement of capital machineries.
(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:
There is no such machineries which are yet to be delivered.
Page | 85
(xi) If plant is purchased in brand new condition, then it should be mentioned:
TO WHOM IT MAY CONCERN
Auditor's certificate regarding purchase of plant and machineries in brand new condition
After due verification, and as per the information contained in the audited financial statements and the underlying
accounting records of Midland Bank Limited (“the Bank”), we certify that all the equipment and machineries of the
Bank were purchased in brand new condition. There are no re-conditioned or second-hand equipment and
machineries purchased by the Bank, as shown by the records of the Bank.
Sd/-
Dated: Dhaka A. Qasem & Co.
April 24, 2022 Chartered Accountants
Disclaimer:
This certificate is issued as requested by the management of Midland Bank Limited for the purpose of proposed
Initial Public Offering (IPO) under Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and
subsequent amendments thereon. Conclusion drawn in this certificate is issued based on the audited financial
statements of the Bank. We will not be liable for any damages or losses arising from any investment decisions made
on the basis of this certificate. Without our prior written consent, this certificate should not be otherwise referred
to, in whole or in part, or quoted by expertise or reference in any manner, or distributed in whole or in part or copied
to any third party other than Bangladesh Securities and Exchange Commission.
(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including
the age of the machineries, balance of estimated useful life, etc. as per PSI certificates of the said machineries
as submitted to the Commission:
The bank did not purchase or neither has any intention to purchase any second hand or reconditioned machineries.
Page | 86
(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the
Commission:
PHYSICAL VERIFICATION REPORT
On
MIDLAND BANK LIMITED
Particulars
Office Visited for Physical
Head Office of the Bank
Verification
Head of Primary Market Services
Mr. Md. Khaled Hassan
Associate, Primary Market Services
Mr. Estiuque Uddin
Visited by
Associate, Primary Market Services
Mr. Kazi Tawseef Rahman
Analyst, Primary Market Services
Mr. Md. Milton Hossain
Senior Assistant Vice President
Mr. Khalid Mohammad Sharif FCS Company Secretary
Midland Bank Limited
Accompanied by
Vice President
Mr. Didarul Islam Financial Administration Division
Date of Visit: March 30, 2022
Company Overview
Midland Bank Limited (MDB) was incorporated on March 20, 2013 under the Companies Act 1994 as a Public Limited
Company with an authorized capital of BDT 10,000 million and paid-up capital of BDT 4,000 million. MDB received
the permission from Bangladesh bank with permission no. BRPD (P-3)745(67)/2013-1665 dated April 09, 2013. The
Bank started its commercial operation on June 20, 2013 with a corporate slogan "bank for inclusive growth' entitled
to carry out all types of commercial banking activities. MDB stepped in the industry through Dilkusha Corporate
Branch in Dhaka, since then, the Bank has been constantly expanding far and wide in both network and business.
Presently, the Bank has a total of 35 Branches (16 Urban Branches and 19 Rural Branches), 13 Sub Branches, 51
ATMs, 100 Agent Banking Centers (ABCs) and 10 Collection Booths for rendering banking services across the country.
Over a short span of time, the Bank has emerged as a dignified banking partner in the market having ensured an
easy banking access to customers through internet banking, alternative delivery channels (ADC), Mobile Apps, IT
backed products and globally accessible Debit, Credit and Prepaid VISA cards. The Bank maintained a satisfactory
level of growth of its assets and liabilities in spite of all challenges during the year 2020. To achieve its vision, mission
and strategic priorities, the Bank is committed to maintaining the highest level of ethical standards and customer
charter. With steady focus on increasing profitability, inclusive growth, capital strength and deep respect for the
community, MDB is well positioned to become one of the country's leading new generation Bank soon.
through it branch & sub-branch networks under a separate Islamic banking module. The Bank has set up its Shariah
Supervisory Council and launched Islamic banking activities successfully in the name & style "MDB Saalam" under
the supervision of Islamic banking window at Gulshan Branch. The Bank has been granted license for Off-shore
banking which will help expand the foreign exchange related business supporting the clients with their foreign trade
and foreign Currency need. The bank has successfully started Off-shore banking activities from June 20, 2020.
Page | 87
Particulars Amount in Taka
Authorized Capital 10,000,000,000.00
Paid up Capital [as on December 31, 2021] 5,696,697,530.00
IPO Size 700,000,000.00
Face Value 10.00
Nature of Business:
business comprises deposit Mobilization, cash deposit and withdrawal, extending credit facilities to corporate,
micro, small and medium enterprise (MSME), retail business, trade financing, project financing, organizing
syndication deals, lease & hire purchase financing, issuance of credit card, remittance services and many other
financial activities within the framework of regulatory guidelines.
Information of Subsidiary:
MDB has no subsidiary company while operating the commercial banking activities in the country.
Products and Services

A. Retail banking products
MDB Super Saver
MDB Super Saver account is a daily interest bearing and monthly interest paying savings account for any Bangladeshi
citizen. Any Bangladeshi citizen (18 years and above) with photo ID document as applicable for savings account is
eligible to avail this product. Interest will be calculated on daily balance of the account and interest will be accrued
on monthly basis and paid monthly basis. If average balance of the accounts falls below Tk. 15,000/-, client will lose
the interest for the day. The key benefits of this product include interest calculated on daily balance, interest credited
to account on monthly basis, no debit card Fee for 1st year and free internet Banking.
MDB School Saver

MDB School Saver Account is a daily interest bearing and half yearly interest paying sayings account for
school/college students. Any Bangladeshi school/college student (below 18 years) with photo ID document as
applicable for savings account can open this account. Interest will be calculated on daily balance of the account and
interest will be accrued on monthly basis and paid half yearly basis. If average balance of the accounts falls below
Tk. 2000/-, client will lose the interest for the day. The key benefits of this product are daily calculation of interest,
interest credited to account on half yearly basis, no debit card fee and waiver of account maintenance fee.
MDB College Saver

MDB College Saver is a daily interest bearing and monthly interest paying savings account for college/University
students. Any Bangladeshi college/university student (18 years and above) with photo ID document as applicable for
savings account is eligible for this product. Interest will be calculated on daily balance of the account and Interest
will be accrued on monthly basis and paid monthly basis. If average balance of the accounts falls below Tk. 2000/-,
client will lose the interest for the day. Daily calculation of interest, interest credited to account on monthly basis,
no debit card fee, waiver of account maintenance fee and free internet banking.
MDB CPP Savings

The key features of MDB Corporate Payroll Package (CPP) include no minimum balance requirement, interest
calculated on day end balance and credited monthly, no account maintenance fee, first chequebook free, free
account statement, free of salary disbursement charge for the organization, free debit card, cross branch transaction
free, daily withdrawal limit up to BDT 100,000 through ATM, salary transferred electronically from company account,
free SMS transaction alert free (for first year) and free internet banking through 24 hours internet banking facility
midland online.
Page | 88
MDB Super Monthly Savings
Under this facility, customer(s) will pay certain monthly installment for a definite period and after maturity he/she
will be given an amount as agreed at time of account opening. Monthly installment is deposited by the customers.
All taxes/duty/levy and /or any other surcharges presently in force or that may be imposed by the Government of
Bangladesh from time to time will be deducted/ recovered from the deposit account under this scheme. In case of
premature encashment, savings interest will be given if minimum 12 installments are deposited & last installment
must stay for 1 month.
MDB Double Benefit

The deposited amount will be doubled after 10 Years 03 months and the deposited money shall be BDT 10,000.00
and its multiples. Any citizen of Bangladesh aged 18-55 years can open this account. All taxes/duty/levy and /or any
other surcharges presently in force or that may be imposed by the Government of Bangladesh from time to time will
be deducted/ recovered from the deposit account under this scheme. Loan may be granted up to maximum 80% of
the deposited amount. Highest deposited amount is BDT 50.00 lakh for Individuals & BDT 5.00 crore for Corporate.
In case of premature encashment, interest will be paid as per table mentioned in terms & conditions.
MDB Family Support

Customer will get BDT 500 per month (before tax) for each deposit of BDT 100,000.00 and the deposited amount
shall be BDT 50,000.00 (Fifty Thousand) only and its multiples. Any citizen of Bangladesh aged 18-65 years can open
this account and minors will be allowed to open account subject to completion of due formalities. AIT @10% will be
deducted from each month's benefit subject to production of TIN Certificate; otherwise 15% will be deducted from
each month's benefit. Loan may be granted up to maximum 90% of the surrender value. In case of premature
encashment, interest will be paid (only for those with more than 6 months’ continuation) as per bank policy.
MDB Gift Cheque

MDB Gift Cheque as a unique instrument replacing traditional gift items or cash, and the recipient will have his/her
liberty for encashment, and hence the hassle as well as saves time, for the purchaser. It is en-cashable at any branch
using either of the two modes: (a) Cash or (b) Fund Transfer and encashrnent of gift cheque will not be allowed over
clearing (BATCH / BEFTN). Interest is applicable only if the instrument is en-cashed after three months from the date
of issuance in the following manner: 1. No Interest if en-cashed within three months from the date of purchase. 2.
Attractive Interest if en-cashed after three months and within six months from the date of purchase 3. Attractive
Interest if en-cashed after six months and within one year from the date of purchase 4. Attractive Interest if en-
cashed after one year or more, subject to a maximum period of 02 (Two) years (Interest rate will be reset periodically
upon review by Midland Bank’s Asset Liability Committee and will be subject to change as per deposit rate sheet).
No documents require for purchase of gift cheque up-to Tk. 10,000/- and any higher value would require KYC.
MDB Kotipoti
MDB Kotipoti is a monthly deposit scheme account which will earn the account holders BDT 10 Million (before tax)
after a certain period. The scheme is offered with a wide range of tenor flexibility to meet varied customer needs.
This scheme will be very much helpful to implement a future plan successfully by small savings by the depositors.
More than 01 (one) account can be opened by the customers either in the single name or in the joint names. Any
resident Bangladeshi citizen can open this account. In case of minor account, legal guardian will operate the account
on behalf of the minor until the minor reaches the age of 18. If the customer intends to withdraw his/her deposit
before maturity (i.e. premature encashment) or if the customer fails to pay 03 (three) consecutive installments, the
following rules will apply:
 The account will remain on halt (i.e. no further interest shall be accrued and no further deposits to the account
will be allowed) until the customer visits the branch and claims for the amount payable to the customer;
 If the deposit scheme is en-cashed before 12 (twelve) instalments; No benefit including interest will be given
to the depositor and any accrued interest will be reversed in this case;
 If the deposit scheme is en-cashed after 12 (twelve) instalments (& before maturity of the scheme); the
depositor shall receive interest at the prevailing savings account rate.
Page | 89
MDB Millionaire Savings Scheme
MDB Millionaire Savings Scheme is a monthly deposit scheme which will earn the account holders BDT 1 Million
(before tax) after a certain period. The scheme is offered with a wide range of tenor flexibility to meet varied
customer needs. This scheme will be very much helpful to implement a future plan successfully by small savings by
the depositors.
MDB Platinum Savings Scheme

MDB Platinum Savings Scheme is a monthly deposit scheme which will earn the account holders BDT 100 Million
(before tax) after a certain period. The scheme is offered with a wide range of tenor flexibility to meet varied
customer needs. The customer can avail a secured facility against this product up to 90% of the customer’s deposit
amount (without interest). But this facility will be effective after 01 (one) year from opening the account.
MDB Traveller's Savings Scheme

MDB Traveller's Savings Scheme is a short term deposit scheme product designed to facilitate the customers to
accumulate fund and plan for a family vacation with the maturity amount of the scheme. The matured amount
ranges from BDT 100,000 (One Lac Taka) to 500,000 (Five Lac Taka) (before Tax) and shall be transferred to a
complimentary MDB Prepaid Card which shall additionally carry various benefits to make it an attractive package for
the customer. The scheme is offered with a wide range of tenor flexibility to meet varied customer needs.
MDB Digital Savings

This is an online Savings Account developed to facilitate the customers to open this account from anywhere and
anytime through internet via the Bank’s website (www.midlandbankbd.net). The product is designed in such a way
that the customers do not need to visit branches except to make cash or cheque deposits as per their choice and
convenience. Customer can open the MDB Digital Savings Account either in the single name or in joint names.If
anyone wants to open a joint account, the mode of operation of the account will be “Either or Survivor”.
MDB Digital Probashi Savings

This is an online Savings Account developed to facilitate the Non-Resident Bangladeshi (NRB) customers to open this
account from anywhere and anytime through internet via the Bank’s website (www.midlandbankbd.net). The NRB
customers who are working abroad and would like to save their earnings in Bangladesh for their family and for future
benefits can open this account through MDB Website and avail the benefits. The product is designed in such a way
that the customers do not need to visit branches except to make cash or cheque deposits as per their choice and
convenience.
MDB Savings Account - General

Any Bangladeshi citizen (18 years and above) with photo ID document as applicable for savings account are entitled
for this product through all branches, sub-branches & agent banking centers of MDB. Minimum initial deposit
amount is BDT 600 and applicant can open account either in the single name or in the joint names. Interest will be
calculated on monthly balance of the account and interest will be accrued on monthly basis and paid half yearly
basis.
MDB E-Saver
MDB e-Saver Account, a paperless savings account that is made to facilitate the customers to open this account from
any branch, sub branch and agent banking center of MDB. The product is designed in such a way that the customers
can open the account using only NID card. MDB e-Saver Account holder will also be able to avail all the hassle-free
digital services like SMS alert of any transaction to mobile phone, monthly e-statement and online fund transfer
through BEFTN, NPSB, RTGS, bKASH without wasting time. Under the e-KYC guideline of Bangladesh bank, MDB e-
Saver Account is going to be the most user-friendly, affordable & smart account in today’s banking industry.
Page | 90
MDB Digital Fixed Deposit Account
This is an online based Term Deposit Account that is made to facilitate the customers to open this account from
anywhere and anytime through internet through their computer and mobile. The product is designed in such a way
that the customers do not need to visit branches or other stakeholders. There would be no traditional FDR receipt
for this. Receipt has replaced by FDR acknowledgement/advice.
B. RETAIL LOAN PRODUCTS

MDB Personal Loan
The key features of this product include personal loan facility for any consumer needs, loan amount ranges from
BDT 50,000 to BDT 1,000,000 (or 10 times of Gross Monthly Income, whichever is lower), repayment tenure of 12
months to 60 months, competitive interest rate, early full settlement and partial settlement allowed, no hidden
charges and Quick loan processing.
MDB Home Loan

Loans or advances are provided for the purchase of apartment/house, house construction/renovation/extension/
completion, takeover of existing home loan from any bank/financial institution loan amount ranges from BDT
500,000 to BDT 20,000,000. The key features include repayment tenure of 3 years to 25 years, competitive interest
rate, no processing fee for take over home loans from other banks/ financial institutions, early full settlement and
partial settlement allowed, no hidden charges, quick loan processing and life Insurance facilities as per customer’s
choice.
MDB Car Loan

Car loan is provided for the purchase of brand new or reconditioned car (for private use only) for an amount ranging
from BDT 200,000 to BDT 4,000,000 with repayment tenure of 12 months to 60 months at competitive interest rate.
Early full settlement and partial settlement is also allowed and there is no hidden charges.
MDB Secured Loan

MDB Secured Loan delivers a fast and hassle free solution for quick finance needs which is 100% cash secured loan
having a repayment tenure of 12 months to 60 months. Any individual (aged between 21 to 70 years) having an
Fixed Deposit or other securities like Wage Earner's Bond, Monthly Savings Scheme etc. are eligible to apply. Bank
will finance from BDT 50,000 to maximum 90% of Fixed Deposits/ Other Cash Securities.
MDB Secured Overdraft

The key characteristics of this product include revolving credit facility, credit facility amount ranges from BDT 50,000
to maximum 90% of Fixed Deposits/ Other Cash Securities, 100% cash secured loan, Interest charged only for the
drawn amount, option of renewal/increase limit/decrease limit, no hidden charges and quick loan processing.
MDB Amar Bari

MDB Amar Bari is a specially designed home loan product targeting mainly the semi-urban and rural customers for
home construction/home renovation, extension & completion, home loan take over for own or rental purpose (for
residential use only).
C. SME PRODUCTS
MDB Green Loan
MDB Green Loan is a structured and an environment friendly lending product with a view to enabling different
MSMEs, farmers, individuals, organizations to purchase Green and Renewable Energy Technologies (RETs) to reduce
the dependence of traditional energy as well as to meet up country's electricity and gas demand. Green Energy is a
potential and growing sector of Bangladesh which creates an ample opportunity of lending here and making bank's
profitability. To serve this sector Green loan scheme been designed.
Page | 91
MDB IT Uddog
MDB IT Uddog a custom-made loan product especially developed for IT based entrepreneurs. IT entrepreneurship is
one of the most potential differentiating factors for the long run economic growth rate among countries. That is why
we should care deeply about how to make in happen in an efficient and inclusive manner. Entrepreneurship is just
another way in which young people who make a living, and is susceptible to the fault line of the gender-segregated
division of work. To serve this sector MDB IT Uddog been designed.
MDB Krishi Loan

MDB Krishi is a structured loan product for agri SMEs and individual farmers. Agriculture is a potential growing sector
of Bangladesh. There are a lot of emerging SMEs in 'agriculture which creates an ample opportunity of lending here
and making profitability. To serve this sector MDB Krishi been designed.
MDB Nari Uddog

Women Entrepreneurship is one of the most potential differentiating factors for the long run economic growth rate
among countries. That is why care should be given deeply about how to make it happen in an efficient and inclusive
manner. Entrepreneurship is just another way in which women make a living, and is susceptible to the fault-line of
the gender-segregated division of work. To serve this sector, MDB Nari Uddog been designed.
Apart from the above stated SME products, MDB has other products like MDB Praromvik, MDB Orjon, MDB Ogroj,
MDB Diptimoyi (We), and MDB Nirbhorota to serve the ever growing SME entrepreneurs of the country.
D. INSTITUTIONAL PRODUCTS
MDB recognizes the role of prompt finance, and stable cashflows for a business. MDB offers a range of products
tailored to the unique needs of the clients. The institutional products as offered by MDB include MDB Project
Finance, MDB Working Capital Finance, MDB Structured Finance/Syndication Loan, MDB Contractor/Work Order
Finance, MDB Factoring/ Discounting, MDB Bills Purchase, MDB Letter of Credit (L/C), MDB Export Finance and MDB
Others.
Agent Banking
Midland Bank Limited started its Agent Banking Operation on January 23, 2017 by establishing its first Agent Banking
Centre (ABC) at Dighi Borabo, Tarabo, Rupganj and Narayanganj. By December, 2021, it established 100 Agent
Banking Centres at different parts of the country with different partners
Location of Registered Office & Head Office: N.B Tower (Level 6 to 9), 40/7 North Avenue, Gulshan 2, Dhaka 1212
Location of Other Offices:

Since MDB is engaged in the operation of banking activities throughout the country, there is no need of plant and
machineries for the normal course of action. However, presently, the Bank has a total of 35 Branches (16 Urban
Branches and 19 Rural Branches), 13 Sub Branches, 51 ATMs, 100 Agent Banking Centers (ABCs) and 10 Collection
Booths for rendering banking services across the country.
Page | 92
Description of Office Space
MDB operates its baking activities through the rental office spaces having different workstation partitioned with
glass for different senior bankers or high officials.
Area in
Sl.
Floor Space Square Particulars
No.
Feet
The Gulshan Branch is located 5th floor of N.B Tower where the major Gulshan
5th Floor
1. 3,748 branch activities are executed by the bakers associated with the Gulshan
(N.B Tower)
branch
6th Floor The 6th floor is occupied by Financial Administration Division (FAD), Credit Risk
2. 3,748
(N.B Tower) Management (CRM), Risk Management Division (RMD)
The 7th floor is occupied by the Managing Director & CEO, the Deputy
7th Floor
3. 3,748 Managing Director’s secretariat, Retail Distribution Division along with HR
(N.B Tower)
Division
The 8th floor is occupied by Chairman of Board of directors, along with the
8th Floor
4. 3,748 Mujib corner is located at this floor. The board room is also located on this
(N.B Tower)
floor.
9th floor The 9th floor is occupied by the Treasury Front Office, Treasury back office and
5. 3,748
(N.B Tower) Institutional Banking Division (IBD)
7th Floor
The 7th floor is occupied by GSD, ABD, CAD, Legal, and SAMD along with HR
6. (Zahed 9,480
Training Center.
Plaza)
10th Floor
The 10th floor is occupied by IT Division, SME, Contact center along with PRD,
7. (Zahed 9,480
ID & TSC and Operational division.
Plaza)
2nd Floor This floor is occupied by Anti Money Laundering Division, ICCD and card
8. 3,368
(Banani) Division.
Other than the above mentioned assets, other assets like computer & peripheral, furniture & fixture, office
equipment, books, vehicles and intangible assets were found in good condition.
Comment:
During our visit, we found that both the tangible & intangible assets of the company were in use.
For the Issue Manager,
Sd/-
Iftekhar Alam
Date: March 31, 2022

Dhaka
Page | 93
(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:
Name of Intellectual
Nature of Compliance
Property Right or Description
Ownership Status
Intangible Asset
Software represents the value of computer application,
Fully
software licensed for use of the Bank, other than
Software owned by N/A
software applied to the operation software system of
MDB
computers.
(xv) Full description of other properties of the issuer:
The Company has no other properties except the followings:

As on December 31, 2021
Name of the Assets
Amount in Tk.
Tangible Assets
Computer & Peripherals 218,799,264
Furniture & Fixture 178,677,759
Office Equipment 175,553,464
Motor vehicles 26,094,193
Books 20,260
Right of Use Assets 656,791,727
Intangible Assets
Software 62,813,819
Total 1,318,750,486
Page | 94
(f) Plan of Operation and Discussion of Financial Condition
As per Audited Accounts
Particulars
(Amount in BDT)
RESULTS FROM OPERATION
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
Interest Expenses 2,262,656,653 2,748,193,544 2,983,899,085 2,547,464,459 2,042,076,672
Net Interest Income 970,105,222 411,985,371 1,275,190,737 1,212,757,605 774,912,936
Income from Investment 1,358,111,049 1,565,254,675 649,615,530 617,673,589 963,667,348
Commission, Exchange
224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
and Brokerage
Other Operating Income 83,721,530 66,310,351 65,020,083 64,370,302 50,231,311
Total Operating Income 2,636,123,592 2,320,132,119 2,310,880,870 2,215,878,762 2,031,352,610
Total Operating Expenses 1,065,221,532 1,102,301,165 1,042,357,087 974,366,195 835,569,769
Profit Before Provision 1,570,902,060 1,217,830,953 1,268,523,783 1,241,512,567 1,195,782,841
Total Provision 444,735,613 257,861,410 217,178,462 135,188,182 160,494,671
Profit Before Tax 1,126,166,447 959,969,543 1,051,345,321 1,106,324,385 1,035,288,170
Provision for Tax 612,147,164 303,605,656 493,936,818 456,008,617 343,453,795
Net Profit After Tax 514,019,283 656,363,888 557,408,502 650,315,768 691,834,375
CHANGES IN FINANCIAL POSITION
Cash 2,669,893,247 2,517,389,920 2,481,877,574 2,292,735,352 2,389,298,936
Balance with other Banks
2,629,438,985 2,738,102,616 3,119,092,376 3,482,296,019 4,958,952,464
& Financial Institutions
Money at Call and Short
- 295,800,000 499,700,000 419,500,000 160,000,000
Notice
Investments 14,979,906,098 14,632,998,709 12,709,768,541 6,725,589,819 5,777,444,855
Loans and Advances 45,867,482,409 39,086,672,499 31,749,635,389 31,074,667,795 27,295,604,708
Fixed Asset including
Premises, Furniture & 633,516,409 659,776,340 258,785,282 282,766,522 199,342,151
Fixtures
Other Asset 2,226,088,872 3,202,648,893 2,079,714,702 1,460,660,249 1,168,088,256
Non-Banking Asset 12,585,359 12,585,359 12,585,359 12,585,359 -
Total Property and Asset 69,018,911,378 63,145,974,335 52,911,159,222 45,750,801,115 41,948,731,369
Borrowing from other
Banks, Financial 5,949,301,979 6,074,714,536 3,468,730,276 1,539,729,140 312,581,754
Institutions & Agents
Deposit and Other
50,730,038,926 45,067,571,125 39,500,763,248 35,592,171,735 34,240,234,843
Accounts
Other Liabilities 4,935,309,399 4,389,717,716 2,903,304,284 2,132,257,460 1,543,928,746
Total Liabilities 61,614,650,304 55,532,003,377 45,872,797,808 39,264,158,335 36,096,745,342
Total Shareholders' Equity 7,404,261,074 7,613,970,959 7,038,361,415 6,486,642,780 5,851,986,027
Total Liabilities and
69,018,911,378 63,145,974,335 52,911,159,222 45,750,801,115 41,948,731,369
Shareholders' Equity
CHANGES IN CASH FLOW
Net Cash Flows from
1,434,138,923 61,726,738 20,736,979 (1,228,576,648) 575,979,452
Operating Activities
Net cash used in investing
(1,677,916,166) 149,824,853 (114,460,200) (85,044,382) (388,073,650)
activities
Net cash used/provided
(427,252,315) (341,801,852) - - -
in/by financing activities
Page | 95
(ii) (a) Internal and external sources of cash:
The internal sources of cash are the paid-up capital, statutory reserve and retained earnings. The external sources
of cash are borrowing from other banks, financial institutions & agents and deposits & other accounts.

Particulars 31-Dec-2021 31-Dec-2020 31-Dec-2019 31-Dec-2018 31-Dec-2017
(Amount in BDT)
Internal Sources of Cash:
Paid up Capital 5,696,697,530 5,696,697,530 5,696,697,530 5,274,720,000 4,795,200,000
Statutory Reserve 1,408,602,127 1,183,368,838 991,374,929 781,105,865 559,840,988
Retained Earnings 296,515,381 458,249,173 348,181,046 425,519,138 480,988,247
Sub-Total 7,401,815,038 7,338,315,541 7,036,253,505 6,481,345,003 5,836,029,235
External Sources of Cash:

Borrowing from other Banks,
5,949,301,979 6,074,714,536 3,468,730,276 1,539,729,140 312,581,754
Financial Institutions & Agents
Deposit and Other Accounts 50,730,038,926 45,067,571,125 39,500,763,248 35,592,171,735 34,240,234,843
Sub-Total 56,679,340,905 51,142,285,661 42,969,493,524 37,131,900,875 34,552,816,597
GRAND TOTAL 64,081,155,943 58,480,601,201 50,005,747,030 43,613,245,878 40,388,845,832
(b) Any material commitments for capital expenditure and expected sources of funds for such expenditure:
The company has no material commitment of capital expenditure other than as specified in Section – XXII, ‘Utilization
of IPO Proceeds’ under the head of Use of Proceeds of this Draft Prospectus.
(c) Causes for any material changes from period to period in revenues, cost of goods sold, other operating
expenses and net income:
The company’s revenue and cost of goods sold, other operating expenses and net income have continued to change
due to increase in sales volume and addition of assets.

Particulars
(Amount in BDT)
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
Causes for Changes in interest income: As it can be observed from the above table, the overall interest income
changed over the years due to the change in the interest rate.
Causes for Changes in interest expenses: As it can be observed from the above table, the overall interest expenses
changed over the years due to the change in the interest rate.
Causes for Changes in total operating expenses: The total operating expenses of the company has changed over
the years due to the change in the fixed and variable based expenses related to the operation of the bank.
Causes for Changes in net profit after tax: Net profit after tax has changed over the years in agreement with the
interest income, other income, quality of assets and the provisioning requirement of the bank.
(d) Any seasonal aspects of the issuer’s business:

There is no such seasonal aspect in the banking operation of Midland Bank Limited.
Page | 96
(e) Any known trends, events or uncertainties that may have material effect on the issuer’s future business:
The business operation of MDB may be affected by some known events as follows:
1. Increased competition due to entrance of new banks
2. Political unrest
3. Natural disaster
4. Pandemic
(f) Any assets of the company used to pay off any liabilities:
The bank has not used any of its assets to pay off its liabilities.
(g) Any loan taken from or given to any related party or connected person of the issuer with details of the same:
Transactions during the year Outstanding Amount

Nature of
Name of the Related Party Nature of Relationship 2021 2020 31-12-21 31-12-20
Transaction
Taka Taka Taka Taka
Family member of
Kazi Shayan Ekramullah Credit Card 569,671 493,533 - 2,991
Sponsor Shareholder
Mr. A.K. M Badiul Alam Director Credit Card 39,115 1,526,183 26,764 79,072
Mr. Md. Wahid Miah Director Credit Card 2,021,390 808,902 384,981 113,133
Family member of
Mr. Md. Jahangir Miah Credit Card 1,148,354 856,450 - -
Sponsor Director
Family member of
Mr. Md. Rokonuzzaman Sarkar Credit Card - 269,693 - -
Director
Mrs. Nilufer Zafarullah Director Credit Card 561,774 448,333 421,242 -
Ms. Anushka Mehreen Zafar Director Credit Card 552,685 1,124,906 231,501 196,071
Mr. Kazi Omar Zafar Director Credit Card - 599,984 241,991 445,619
Family member of
Ms. Zobaida Mahaboob Latif Credit Card 467,773 66,854 - 204
Sponsor Shareholder
Mr. Ahsan Khan Chowdhury Director Credit Card 227,908 389,536 50,054 80,495
Mr. Mohammed Jamal Ullah Director Credit Card 501,770 376,455 69,132 340
Family member of
Mr. Abdul Mojid Mondol Credit Card - 3,051 - 210
Director
Mr. Md Rezaul Karim Director Credit Card - 10,407 - 179
Mr. Md. Kamal Hossain Director Credit Card - 690 - 230
Ms. Shahnaj Parveen Sponsor Shareholder Credit Card - 79,236 - -
Mr. Kazi Raihan Zafar Director Credit Card 89,600 474,960 393,359 295,909
Family member of
Ms. Tazkia Labeeba Karim Credit Card 341,551 1,319,607 184,627 108,407
Director
Family member of
Kazi Ekram Ullah Credit Card 1,148,295 355,584 - -
Director
Family member of
Md Jahangir Miah Credit Card 712,306 422,191 - -
Director
Abdul Momin Mondol Director Credit Card 80,519 - 73,405 -
Family member of
Samia Chowdhury Credit Card 165 - - -
Director
Sabiha Mahboob Sponsor Shareholder Credit Card - - 264,029 -
Abdullah Ahmed Yousuf Sponsor Shareholder Credit Card - - 179 -
Kazi Zafar Ullah Sponsor Shareholder Credit Card 191,307 - - -
CVC Finance Ltd. Concern of Director Term Loan 11,000,000 15,562,294 96,062,021 96,092,282
Zenith Islami Life Insurance Ltd. Concern of Director Continuous Loan 12,885,717 12,889,228 - 12,889,228
(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:
MDB has not entered into any future contractual liability and has no plan to enter into any contractual obligation
within next one year other than normal courses of business.
(i) The estimated amount, where applicable, of future capital expenditure:

MDB has no plan for future capital expenditure.
Page | 97
(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:
Status of unpaid VAT, income tax, customs duty or other tax liability:
Value Added Tax (VAT)

There is no VAT liability of the Company. BDT 9,103,615.00 (Ninety-one Lakh Three Thousand Six Hundred Fifteen)
is VAT payable at December 31, 2021 which is deposited to Govt. Collection account within 13.01.2022.
Income Tax
The TIN number of the company is 417849707710/Circle -Large Taxpayer Unit (LTU), Dhaka (Companies), Taxes
Zone- Large Taxpayer Unit (LTU), Dhaka. Followings are the details of income tax related information of the company:
Accounting Year Assessment Year Assessment status

As per assessment order (u/S-135) notice on 17.02.2021 U/s-
83(2)/156/159, Midland Bank Ltd. has deposited tax through ACS challan,
31-Dec-17 2018-2019
So, the completion of assessment is done for the assessment Year 2018-
2019.
DCT dated served demand (u/S-135) notice on 27.01.2021 U/s-83(2) but
company submitted the files to Appeal against the above mentioned
31-Dec-18 2019-2020
order, So, the completion of assessment is under process for the
assessment Year 2019-2020.
31-Dec-19 2020-2021 Return submitted, assessment is under process.
31-Dec-21 2022-2023 Return yet not submitted for Assessment year 2021-2022
Customs Duty or Other Tax Liabilities

There is no customs and excise duty liability of the Company. But BDT 60,110,000 is excise duty payable at December
31, 2021 which was deposited to Govt. Collection account within 13.01.2022.
Other Contingent Liabilities

MDB has no other contingent liabilities except the following
As per Audited Financial Statements
Particulars December 31, 2021 December 31, 2020
Acceptance and endorsements 2,943,091,046 2,009,386,223
Letter of Guarantee 5,131,520,840 4,052,657,870
Irrevocable Letter of Credit 2,910,067,483 2,427,907,526
Bills for Collection 1,315,343,531 759,488,574
Total 12,300,022,900 9,249,440,193
Page | 98
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 Operating Lease Agreement during Last Five Years
No property of Midland Bank Limited is taken on lease except the right-of-use asset as per IFRS 16 alias rental
agreement for its following branches/ sub-Branches:
Rent per
Expiration
Sl. Effective Date month
Name of Lessor Branch Name Date of Sq. Ft. Liquidation
No. of Lease (Excluding
Lease
VAT)
1. Nuruzzaman Biswas NB Tower 1/7/2013 30/06/2023 2,061,400 18,740
4. Shamsul Hoque Vetara -Godown 13/09/2018 12/09/2024 144,000 4,800
Bagladesh Sugar & Food
5. Dulkusha Branch 1/11/2019 31/10/2025 544,135 2,835
Industries Corporation
6. Mrs Nilufar Zafarullah Banani Branch 01/07/2021 30/06/2025 1,954,543 7,046
7. Liakat Ali Chowdhury Agrabad Branch 1/7/2020 30/06/2029 725,884 6,150
8. Mannan Plaza Mirzapur 19/09/2019 18/09/2025 50,337 3,664
9. Haji Md. Delwar Howlader Panchar branch 01/12/203 30/11/20203 25,792 3,124
10. Subhash Chandra Ghosh Uttara Branch 1/1/2016 31/12/2024 682,720 4,016
11. Sadin Sheikh Aganagar Branch 01/10/2021 30/09/2030 52,300 1,238
12. Syed Shahid Iftekhar Alam Dhanmondi branch 1/4/2019 31/03/2025 616,250 3,714
13. Mrs. Ayesha Begum Hemayetpur 1/1/2020 31/12/2029 50,496 1,732
14. Abdul Razzak Zirabo 1/9/2014 30/08/2024 41,600 2,000
15. Mrs. Nazma Begum Panchrukhi 1/4/2021 01/04/2030 39,600 1,980
16. Md.Abdul Aziz Kamarpara Branch 01/06/2021 31/05/2030 44,498 1,946
17. AlHaj Mohammed Helal Miah Narsingdi branch 16/07/2021 15/07/2027 108,560 3,030 N/A
18. Kamal Mia Narayanganj 1/10/2015 30/09/2024 236,250 2,950
19. Ali Hossain & Ahammed Ali Valuka branch 1/9/2015 30/08/2024 27,200 2,100
20. Sheikh Abdul Momin CDA Avenue branch 27/08/2015 26/08/2025 232,500 2,580
Nure Alam Md. Mamunur rashid
21. Mokamtola branch 20/08/2015 19/08/2024 21,000 2,000
Talukder
Chowdhuryhat
22. Md. Harun Or Rashid 22/07/2021 21/07/2027 49,168 2,223
branch
23. Khandaker Mahmudur Azad Bogura branch 13/09/2015 12/9/2024 102,000 2,550
24. Al haj Md. Lokman patwary Dalabazar branch 1/12/2016 30/11/2022 27,600 2,080
Mr. Kahalilur Rahman
25. Sylhet branch 1/11/2017 31/10/2026 150,000 2,770
Chowdhury
26. Syed Towhid Hossain Khulna Branch 1/9/2018 31/08/2024 17,100 3,100
27. Md. Abdul Baten Chowdhury Sompara 1/12/2017 30/11/2026 38,250 2,580
28. Md. Janahgir Alam Paragram 1/12/2017 30/11/2026 23,400 2,490
29. Engineer Enamul Kabir Ahmed Mirpur branch 16/06/2018 15/06/2024 301,000 4,850
30. Md. Sirazul islam Foylabazar 1/9/2018 31/08/2024 17,100 1,800
31. Mrs Lutfun Nesa Maligram branch 1/10/2018 30/09/2024 23,400 1,400
32. Syed md. Ibrahim Islampur 10/11/2018 09/11/2027 256,806 2,188
Page | 99
Rent per
Expiration
Sl. Effective Date month
Name of Lessor Branch Name Date of Sq. Ft. Liquidation
No. of Lease (Excluding
Lease
VAT)
33. Md. Reaz Ahmed Khan Rajshahi branch 1/11/2018 31/10/2027 96,050 2,880
Shahsongacha
34. Mosammat Khairun Nesa 1/1/2020 31/12/2028 48,000 1,150
branch
35. Mst. Hasina Begum Bheramara Branch 1/1/2020 31/12/2025 13,000 1,048
36. Mohammad Hossain Ali Doshmile Branch 1/1/2020 31/12/2029 15,440 1,060
37. Mr. Musla Uddin Vulu Fatullah Branch 1/3/2020 28/02/2029 30,500 1,510
38. Md. Mosharrof Hossain Madabdi Sub branch 1/7/2019 30/06/2024 6,180 412
Motijhieel Sub
39. Swantex Ltd. 1/3/2020 28/02/2025 106,590 525
branch
40. Md. Golam Mostafa and others Lakhipur sub branch 1/2/2020 31/01/2025 13,000 750
41. Mrs. Hashina Akter Rupnagar Sub branch 1/4/2020 01/03/2029 40,850 830
Shahajadpur Central
Shahjadpur Sub
42. Cooperative Multipurpose 1/4/2020 31/03/2025 12,000 650
branch
Society Ltd.
43. Mst. Mushfika Sultana Chatkhil Sub branch 1/5/2020 30/04/2030 10,500 690
44. Rajshahi City corporation Rajshahi Sub branch 1/10/2020 31/09/2025 22,416 420
45. Alaska International Company Karwan Bazar Branch 01/09/2021 31/08/2031 272,250 2,850
46. Md. Zahidul Islam & Gong Noapara Sub-Branch 01/01/2022 31/12/2031 18,640 932
Jublee Road Sub
47. Bazal Ahmed Bablu 01/10/2021 31/09/2031 75,960 844
branch
Shibgoanj Sub
48. Aftab Uddin 01/08/2021 31/07/2027 30,100 860
branch
49. Mostafa Kamal MIEZ Sub-Branch 01/04/2021 31/03/2027 59,636 877
Sreenagar Sub-
50. Md. Mosaraf Hossain 01/11/2021 31/10/2031 27,840 870
branch
Mayminsing Sub
51. Md. Mijanur Rahman 01/09/2021 31/08/2031 25,350 845
branch
Financial Lease Commitment during Last Five Years

MDB had not entered into any type of financial lease commitment during the last five years.
(l) Details of all personnel related scheme:
The following benefits and related scheme are applicable for MDB’s permanent payroll employees:
Provident Fund (PF) benefits are given to the permanent members of PF of the Bank in
accordance with Bank's Service Rules. All confirmed employees of the Bank are
Provident Fund (PF):
contributing 10% of their basic salary as subscription to the Fund. The Bank also
contributes equal amount of the employees' contribution.
The Bank operates a Gratuity Fund Scheme on "Continuing Fund Basis", in respect of
Gratuity Fund: which provision is made annually which is covering all its eligible employees in
accordance with Bank's Service Rules.
Midland Bank Employees' Social Security Superannuation Fund is subscribed by monthly
contribution of the employees. The Bank also contributes to the fund in accordance with
Employees' Social Security
Bank Service Rules. The fund has been established to provide medical support and
Superannuation Fund (ESSSF):
coverage in the event of accidental death or permanent disabilities of the employees.
Retirement benefits are also provided from this fund.
The Bank is giving performance/incentive bonus to the employees in every year. This
Performance Bonus:
bonus amount is being distributed among the employees based on their performance.
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(m) Breakdown of all expenses related to the public issue:
Breakdown of Estimated Expenses for IPO

Sl. Amount in Tk.
Particulars Basis of Calculation
No. (approx.)
Issue Management Fees
Manager to the Issue Fee As Per Issue Management Agreement 4,000,000
1.
VAT against Issue Management Fees @ 15% on Issue Management Fees 600,000
Listing Related Expenses
2. Application Fee for Stock Exchanges Tk. 50,000 for each Exchanges 100,000
@ 0.25% on Tk. 100 million of paid-up capital and
0.15% on the rest amount of paid-up capital;
3. Listing Fee for Stock Exchanges 19,390,093
minimum Tk. 50,000 and Maximum Tk. 10 million
for each Exchanges
@ 0.05% on Tk. 1,000 million of paid-up capital
and 0.02% on the rest amount of paid-up capital;
4. Annual Fee for Stock Exchanges 1,200,000
minimum Tk. 50,000 and Maximum Tk. 6 lacs for
each Exchanges
Data Transmission fee for Stock
5. Maximum Tk. 200,000 for each exchange 400,000
Exchanges
Fees Related to BSEC
6. Application Fee Tk. 50,000 (non-refundable) 50,000
7. BSEC Consent Fee Fee @ 0.40% on the public offering amount 2,800,000
Underwriting Commission
Underwriting Commission As per Underwriting Agreement 490,000
8.
VAT against Underwriting Commission @ 15% on Underwriting Commission 73,500
9. Auditor Certification Fees At Actual 1,507,778
10. Credit Rating Fees At Actual 143,750
Fees and Expenses Related to CDBL
11. Security Deposit At Actual 500,000
12. Documentation Fee At Actual 2,500
13. Annual Fee At Actual 100,000
14. Connection Fee At Actual 6,000
@ 0.015% of issue size+0.015% of Pre- IPO paid
15. IPO Fees 959,505
up capital
Printing and Post IPO Expenses
16. Publication of Prospectus Estimated (To be paid at actual) 1,000,000
Abridged version of Prospectus and
17. Estimated (To be paid at actual) 1,000,000
Notice in 4 daily newspaper
Notice for Prospectus in 4 daily
18. Estimated (To be paid at actual) 600,000
newspaper
Data Processing and Share Software
19. Estimated (To be paid at actual) 2,500,000
Charge
20. Courier Expense Estimated (To be paid at actual) 150,000
21. Stationeries and Other Expenses Estimated (To be paid at actual) 1,325,329
Grand Total 38,898,455
N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.
Page | 101
(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:
The Company has not revalued any of its assets.
(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:
This is not applicable for MDB as it is neither a holding company nor a subsidiary company.
(p) Financial Information of Group Companies under common Ownership by more than 50%: 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:
This is not applicable for MDB as there are no group companies under common ownership by more than 50%.
Page | 102
(q) 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:
DECLARATION BY THE BOARD OF DIRECTORS REGARDING ADHERENCE TO RELEVANT LAWS AND REGULATORY
REQUIREMENTS OF ITS PRIMARY REGULATOR
We hereby declare that all requirements of the relevant laws and regulatory requirements of our primary regulator
(Bangladesh Bank) have been adhered to by us.
Sd/- Sd/- Sd/- Sd/-

Knitwear Ltd.
Sd/- Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/- Sd/-

Sd/- Sd/-
Page | 103
(r) A report from the auditors regarding any allotment of shares to any person for any consideration otherwise
than cash along with relationship of that person with the issuer and rationale of issue price of the shares:
Auditor’s Certificate regarding allotment of shares to any person for any consideration otherwise than cash
This is to certify that, as per the Bank’s statutory records and share registers, Midland Bank Limited has made the
following allotment of shares from 01 January 2017 to 31 December 2021 for consideration other than cash:
Date of Number of Face Value Total Value Relationship

Status
Allotment Shares (BDT) (BDT) with issuer
10.10.2016 Ordinary Share (Bonus) 32,000,000 10.00 320,000,000 Shareholder
Total 169,669,753 1,696,697,530
Sd/-
Disclaimer:
subsequent amendments thereon. Financial data disclosed in this certificate is based on the audited financial
statements and its underlying records of the Bank. We will not be liable for any damages or losses arising from any
investment decisions made on the basis of this certificate. Without our prior written consent, this certificate should
not be otherwise referred to, in whole or in part, or quoted by expertise or reference in any manner, or distributed
in whole or in part or copied to any third party other than Bangladesh Securities and Exchange Commission.
(s) 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:

This is to declare that, to the best of our knowledge and belief, no material information has been suppressed 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.
Sd/-
Md. Ahsan-uz Zaman
Managing Director and CEO
Page | 104
(t) Business strategies and future plans. Projected financial statements should be required only for companies
not started commercial operation yet and authenticated by two directors, Chairman, Managing Director, CFO,
and Company Secretary.
Projected financial statements is not required as MDB has been in commercial operation since 2013.
Key Strategic Objectives of MDB:
For the first time since 2018, liquidity is not a big concern for MDB. Anticipating the natural cycle of money market,
MDB did not book any long-term high cost deposits in the preceding years. The decision of MDB not being aggressive
in sourcing deposits proved to be fruitful in the changing liquidity scenario. Last year, MDB had enough liquidity to
cater to the business need and took steps to rationalize the deposit rates downward to limit the unutilized liquidity.
However, the deposit portfolio of the bank has further consolidated and reshaped in a positive way in the last year,
increasing the low-cost deposit from 23.47% to 24.62% by the end on 2021. As per MDB’s steady growth approach,
the asset portfolio of the bank grew by 9.30%, as it made credible and prudent credit judgement since beginning. As
MDB is very selective in choosing asset customers, the highest effort and focus is continuing to maximize the non-
interest and non-funded business.
During 2021, the retail customer relationships increased by 23%, reaching 1,57,465 by December 2021. The digital
banking customers of the Bank, which increased many fold during the pandemic, is the future base of MDB’s retail
customers. At present, MDB has smaller number of large corporate deposits and 47 percent of the portfolio
comprises of individual and retail deposits. In the eighth year of operation, MDB has gained resilience to absorb any
sudden shock of deposit outflow by huge improvement in the deposit mix and also withstand NPL shock by keeping
provisions at required level. The Management of MDB is conscious of the aftermath of covid-19 pandemic and shall
act as per prudent guidance of the Board. At present, 44% of total deposit consists of retail deposits including current
account savings account (CASA) and aggregate retail, CASA and other small deposits constitute 54.44% of our total
deposits base.
By the end of 2021, the number of Branches reached 35, amongst which 16 are urban and 19 are rural. The Sub-
branch network reached 13 and Agent Banking Centres (ABC) increased to 100 by the end of 2021. MDB has plan to
further expand the service network throughout the country opening of Sub-branches and ABCs in 2022. As per
business policy, Midland Bank always prefers to expand its services in the rural areas rather than competing in the
overcrowded concentrated geographical banking hubs many of which are over banked. During the last three years,
MDB opened 4 rural branches compared to 2 urban and intends to launch more new branches in the days ahead,
most of them will be rural. Moreover, MDB plans to open more Sub-branches in the prime and potential business
locations and intends to expand Agent Banking network in near future. The bank has obtained Islamic Banking
License from Bangladesh Bank for commencing Shariah Banking services through two window at the flagship
branches in Dhaka and Chittagong at Gulshan and Agrabad. Through this initiative, the bank has introduced all types
of Islamic banking services which have been providing from all the Branches, Sub-branches and Agent Banking
Centres. MDB has procured Islamic core banking software and introduced it ensuring fully separate Islamic banking
operational platform.
Future Plan of MDB

Midland Bank will rely on its core strength- strong corporate governance and prime customer base, for its future
business expansion. As lending rate is capped at 9%, which the bank predicts will be enforced for upcoming years,
Midland Bank concentrated its strategy in reducing cost of deposit and achieve further cost effectiveness in its
business operation.
The prime focus of Midland Bank in the coming years is to mobilize stable and low cost deposits to fund its loan
portfolio. The Management of the Bank has observed that Bangladesh is going through a technological
transformation and people are relying more and more on digital banking applications. Considering that, Midland
Bank has developed fully capable online banking solutions where clients can open new deposit products, make fund
transfer to other Banks and Mobile Financial Services, make payment, see account statements, and pay utility bills
while availing cash management solutions. Midland Bank introduced digital account opening where client can open
a deposit account sitting from their home. To cater to the need of institutional clients, Midland Bank launched fully
Page | 105
digital cash management services. Clients can pay various bills and even VAT using the platform of Midland Bank.
The digital platforms of the Bank will create leverage in the coming years, as the user base is growing and increasing
number of corporate houses are using MDB Cash management solutions. MDB feels, such initiatives will diversify
the funding the source of the Bank, reducing cost of deposit to a greater extent.
With one rural branch against one urban branch, Midland Bank chose to do banking in rural areas where no other
private bank has foothold. The bank feels that, offering quality banking service to the un-banked area will create
traction and build a core and loyal customer base in the rural areas. Since inception of the Bank, through its small
but strategically positioned branches, MDB is observing excellent customer base and good deposit growth, especially
in the rural branches. In the future, Midland Bank will continue to rely on this strategy and expand its footprint in
rural areas utilizing its Branches, Sub-branches and Agent Banking Centers.
On the loan side, Midland Bank will continue its focus to cater to the banking needs of prime segment of corporate
houses. As the Bank is getting aged, it now has the capacity to expand its trade services business. With this added
capacity, which MDB assumes will further increase as the Bank is getting publicly listed, Midland Bank will expand
its banking on non-funded business. Present book of the Bank includes top customers from Manufacturing, Textile
and garments industry and Midland Bank is planning to get a larger pie of non-funded business from these
customers. Midland Bank always brings innovative and practical solutions to its customers, by utilizing the expertise
of its skilled workforce and capable structured finance team. With the expansion of economy and increase in
competition, Midland Bank will expand its lending book on structured finance products, which also has the potentials
to earn higher fee income. Also, Midland Bank has Off-shore Banking Unit to offer low-cost trade solutions to
customers. The bank predicts that in the next five years, MDB can achieve a Compound Annual growth rate of 14%
on loans and advances. Midland Bank also launched Islamic Banking Window, MDB Saalam from April 2020. MDB is
observing very good customer responses from its Islamic Banking window. In the coming years, Islamic Banking will
contribute a sizable pie in the bottom line of the Bank.
Keeping all the regulatory ratio within limit and maintaining sound capital base, is the foremost priority of Midland
Bank. Though MDB is planning to expand its balance sheet, it predicts that the Bank will be able to maintain Capital
to Risk Weighted Asset Ratio (CRAR) within the range of 15%-16% in near future. At the close of 2021, Capital to Risk
Weighted Asset Ratio (CRAR) stood at 15.87%, against regulatory requirement of 12.50% including 2.50% capital
conservation buffer as per Basel III standard.
(u) Discussion on the results of operations:

(1) A summary of the past financial results after adjustments as given in the auditor’s report containing significant
items of income and expenditure:
There was no adjustment given by the auditor’s during the last financial year. Summary of the financial results and
operations are presented below:
31-Dec-2021 31-Dec-2020 31-Dec-2019
Sl. No. Particulars
(Amount in BDT)
1. Interest Income 3,232,761,875 3,160,178,915 4,259,089,822
2. Interest Expenses 2,262,656,653 2,748,193,544 2,983,899,085
3. Net Interest Income 970,105,222 411,985,371 1,275,190,737
4. Total Operating Income 2,636,123,592 2,320,132,119 2,310,880,870
5. Net Profit before Tax 1,126,166,447 959,969,543 1,051,345,321
6. Net Profit after Tax 514,019,283 656,363,888 557,408,502
7. Total Assets 69,018,911,378 63,145,974,335 52,911,159,222
8. Paid-up Capital 5,696,697,530 5,696,697,530 5,696,697,530
9. Retained Earnings 296,515,381 458,249,173 348,181,046
10. No. of Shares 569,669,753 569,669,753 569,669,753
11. Face Value 10 10 10
12. NAV per share 13.00 13.37 12.36
13. Earnings per Share* 0.90 1.15 0.98
* Considering the outstanding number of shares 569,669,753
Page | 106
(2) A summary of major items of income and expenditure:
Particulars
(Amount in BDT)
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
Income from
1,358,111,049 1,565,254,675 649,615,530 617,673,589 963,667,348
Investment
224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
and Brokerage
Other Operating
83,721,530 66,310,351 65,020,083 64,370,302 50,231,311
Income
Total Operating
2,636,123,592 2,320,132,119 2,310,880,870 2,215,878,762 2,031,352,610
Income
Total Operating
1,065,221,532 1,102,301,165 1,042,357,087 974,366,195 835,569,769
Expenses
Total Provision 444,735,613 257,861,410 217,178,462 135,188,182 160,494,671
(3) The income and sales on account of major products or services:

The major revenue source of the bank is generated from interest income, investment income and commission,
exchange & brokerage which have been presented as following:

Particulars
(Amount in BDT)
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
and Brokerage
(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:
The bank has no other income constituting more than 10% of the total income during the last financial year.
(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 issuer’s
business disclosure of the fact along with its impact on the business considering exchange rate fluctuations:
This is not applicable for MDB since material part of the income is not dependent upon a single customer or a few
major customers.
(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be
analyzed and disclosed:
The bank has not followed any unorthodox procedure for recording sales and revenues.
Page | 107
v. 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:
Particulars
(Amount in BDT)
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
and Brokerage
Total Provision 444,735,613 257,861,410 217,178,462 135,188,182 160,494,671
Causes for Changes in Total Operating Income: The total operating income of the bank has changed over the years
due to the change in interest rate and the change of income from investment income, income from commission,
exchange & brokerage and other operating income.
Causes for Changes in total operating expenses: The total operating expenses of the company has changed over
the years due to the change in the fixed and variable based expenses related to the operation of the bank.
Causes for Changes in net profit after tax: Net profit after tax has changed over the years in agreement with the
interest income, other income, quality of assets and the provisioning requirement of the bank.
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(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 were no 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.
(2) Significant economic changes that materially affect or are likely to affect income from continuing operations:
There were 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 MDB may be affected by some known events as follows:
1. Increased competition due to entrance of new banks
2. Political unrest
3. Natural disaster
4. Pandemic
(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:
For a bank like MDB, the main revenue is generated from the loan and other forms of investment as made by the
banks. On the other hand, the main cost heads of MDB include the interest paid to the depositors. In future the
interest rate can change due to the intervention of the regulator or based on the gap between demand & supply of
fund. Any kind of change in the interest rate (interest expense) is adjusted in the revenue (interest income).
(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:
The revenue of the bank has not increased to such extent which is material as there was no increased sales volume
(loans & other forms of investment), introduction of new products or services and increased sales price (interest
rate on loans & other investments).
(6) Total turnover of each major industry segment in which the issuer operated:
Considering the business nature of MDB, the company is assumed to operate in the banking Sector of Bangladesh.
The total turnover (Total Operating Income) of the banking industry for the year ended December 31, 2021 is as
follows.
Year Turnover (Total Operating Income) in BDT

2021 104,410,672,140
Note: The total turnover mentioned above consists of the total operating income of all peer of MDB.
Source: Annual Report of Dutch Bangla Bank Limited, Jamuna Bank Limited, Mutual Trust Bank Limited, ONE Bank Limited, The Premier Bank
Limited, Trust Bank Limited and Uttara Bank Limited for the year ended December 31, 2021.
(7) Status of any publicly announced new products or business segment:
There are no publicly announced new products or business segments of MDB.
(8) The extent to which the business is seasonal:
The business of MDB is not seasonal in nature.
Page | 109
(w) 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: during the history of operation as
of the company.
MDB has neither rescheduled its borrowings with financial institutions/banks nor converted its loans into equity.
There has been no lock out, strikes etc.
(x) 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:
MDB has been granted license to launch Islamic Banking by Bangladesh Bank which will cater to clients who wish to
do Shariah banking. The Bank has set up its Shariah Supervisory Council and the service has been successfully
launched. MDB inaugurated first agent banking Centre on January 23, 2017 to ensure inclusive banking growth in
the underserved areas of the country in keeping with the tag line of the Bank - bank for Inclusive Growth.
There is no change in the activities of MDB 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 except the
above mentioned events or operations.
(y) Injunction or restraining order, if any, with possible implications:
Injunction or restraining order
(i) Writ Petition bearing No.1019 of 2019 obtained a rule on 07.01.2019 with a direction from court restraining the
Respondent No. 3-6 (Midland Bank, BSEC and Mr. Alhaj Mohammed Issa Badsha) from transferring/selling or
disposing of 1,100,000 shares held in the name of Mr. Alhaj Mohammed Issa Badsha to any party for a period of
three months which is extended till 10.03.2023.
(ii) Title Suit No. 167 of 2019 before the Joint District Judge, Dhaka and obtained an order of injunction on
12.03.2019 in appeal to the High Court (Civil Rule No. 166 (F) of 2019) restraining Mr. Alhaj Mohammed Issa Badsha,
Azan Ltd., Ms. Moomtahina Issa, Ms. Mutaffin Issa, Midland Bank Limited and its chairman, restraining from selling,
transferring or otherwise disposing of (a) 1,600,000 shares (Share No. 03584000001 to 0360000000) of Azan Ltd.
(Folio No. 35), (b) 20,200,000 shares (0473416001 to 0474416000, 03584000001 to 0360000000 and 0472216001
to 0472416000) of Ms. Moomtahina Issa in Midland Bank Limited (Folio No. 37) and (c) 1,000,000 shares (Share
Number 0473416001 to 0474416000) of Ms. Mutaffin Issa in Midland Bank Limited (Folio No. 36) to any party for a
period of six months. The injunction granted earlier by the court has been extended till disposable of the Rule vide
order passed on June 15, 2020.
Possible Implications
(i) Writ Petition bearing No.1019 of 2019: After disposal or withdrawal of the Writ Petition, the Shares held in the
name of Mr. Alhaj Mohammed Issa Badsha (1,100,000+88,000) i.e. 1,188,000 shares to be sold through
auction/open market after listing and proceeds to be adjusted against the outstanding dues of Eastern Bank Limited.
(ii) Title Suit No. 167 of 2019: After disposal of the Title Suit no.167 of 2019, the title / ownership of the shares of
Azan Limited, Ms. Moomtahina Issa and Ms. Mutaffin Issa would be established.
(z) Technology, market, managerial competence and capacity built-up:
Technology
Information Technology (IT) is the heart of the banking system in today's world and is now play as the key business
enabler and the back-bone of banking industry in Bangladesh. Adopting technological innovations in banking not
only made banking transaction more efficient and faster but also enabled banking industry to open up various
channels to provide banking service to customers and taking bank to the doorstep of unbanked customers as well.
Page | 110
Information Technology (IT) is also changing the supervisory and regulatory landscape of the banking industry.
Regulators are introducing IT driven tools for more effective supervision while new supervisory challenges are arising
each day with the advent of new technology and new innovation in banking. So the use of information technology
in banking is increasing rapidly. The banking industry is evolving very quickly from the traditional brick and mortar
banks to digital banks. As the internet era expanded, the banking channels and models have gone a long way far
beyond the human imagination. The internet has opened the gates towards digital transformation and innovation
and completely revolutionized the banking industry by empowering banks to serve their customers in a better way
thereby reducing costs and improving banking experience. Understanding the changing scenario, MDB has already
stared initiatives for digitalization of its services on a focus to offer simple but secured banking to its customers. Core
Banking System (CBS), is the backbone of today's banking activities which MDB upgraded in the year 2019 to fulfill
the customer needs in more efficient manner. This allows the Bank to launch diversified deposit and lending products
and other banking services to meet wide ranging requirement of all segments of customer. Also through automation
and robustness of the processes, MDB ensures transparency, accuracy and security of the services of the Bank. MDB
has adopted a 'Digital First' mindset - putting digital at the heart of the business - an effective way to redefine
relationship with the customers. MDB believes, by having a truly digital business, it can move away from reactive,
transaction-based customer relationships, towards a more intimate, proactive and personalized experience, across
multiple channels, products and services. Consequently, the bank is connected with modern payment systems of
country and introduced technology enabled systems, expediting digital experience of the clients, keeping them
abreast of changing scenarios. To connect the customers more with digital currency, MDB has updated, secure and
robust internet banking platform with enhanced features. MDB has made an arrangement with bKash, the largest
Mobile wallet service in the country, to transfer money from customer's bank account. The new feature has added
value with the current features getting account statement, maintain inter & intra bank fund transfer, pay utility and
credit card bills. MDB has introduced its operations from new DR site located at Mirpur, which was equipped with
world renowned, latest and sophisticated devices and technology to run the banking services. MDB has also
implemented secure and reliable communication channel with scalable, redundant and load balanced architecture
to ensure highest level of availability. Secure communication channel is maintained to ensure security of the bank.
Network zones are efficiently managed, the access in the networks are monitored and maintained strictly.
Market for products or service

The issuer company offers different types of deposit and loan products through the branches and sub-branches
within the territory of Bangladesh.
Managerial competence
MDB has been operated through a well experienced and diversified board of directors who are successful to guide
and operate the bank. On the other hand, MDB is headed by an experienced management committee where each
member is renowned in his/her filed. The managerial competence of the management has been facilitating MDB to
have a remarkable footprint in the banking industry of Bangladesh since 2013.
Capacity built-up
MDB is able to provide different types of banking services for the clients through its various tailored products and
services namely MDB school saver, MDB college saver, MDB super saver, MDB probashi savings, MDB family support,
MDB double benefit, MDB CPP savings, RMG star savings account, MDB interest first, Card products and other
services
(aa) Changes in accounting policies in the last three years:

There were no changes in accounting policies in the last three years.
Page | 111
(bb) 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 statements as disclosed in the
red-herring prospectus/prospectus/information memorandum 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:
DECLARATION REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
This is to declare that, there have been no circumstances arisen since the date of the last financial 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.
Sd/- Sd/- Sd/- Sd/-

Knitwear Ltd.
Sd/- Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/- Sd/-

Sd/- Sd/-
Page | 112
(cc) 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:
The Un-audited Financial Statements for the period ended March 31, 2022 have been incorporated in the draft
prospectus (Page no. 409-412).
(dd) Factors that may affect the results of operations:
There are no such factors that may adversely affect the results of operations of MDB which inter alia include as
under:
a) Increased competition due to entrance of new banks;

b) Political unrest;
c) Natural disaster;
d) Pandemic.
Page | 113
SECTION: VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
(a) Overview of business and strategies:
Midland Bank Limited was incorporated on 20 March 2013 under the Companies Act 1994 as a Public Limited
Company with an authorized capital of BDT 10,000 million and paid-up capital of BDT 4,000 million. The Bank started
its commercial operation on 20 June 2013 with a corporate slogan "bank for inclusive growth'. Entitled to carry out
all types of commercial banking activities, MDB stepped in the industry through Dilkusha Corporate Branch in Dhaka.
Since then, the Bank has been constantly expanding far and wide in both network and business. At the end of 2021,
the Bank has a total of 35 Branches (16 Urban Branches and 19 Rural Branches), 13 Sub Branches, 51 ATMs, 100
Agent Banking Centers (ABCs) and 10 Collection Booths across the country. Over a short span of time, the Bank has
emerged as a dignified banking partner in the market having ensured an easy banking access to customers through
internet banking, alternative delivery channels (ADC), mobile Apps, IT backed products and globally accessible Debit,
Credit and Prepaid VISA cards. The Bank maintained a satisfactory level of growth of its assets and liabilities in spite
of all challenges during the year 2020. To achieve its vision, mission and strategic priorities, the Bank is committed
to maintaining the highest level of ethical standards and customer charter. With steady focus on increasing
profitability, inclusive growth, capital strength and deep respect for the community, MDB is well positioned to
become one of the country's leading new generation bank soon. Taken together with the whole nation, MDB wants
to grow and prosper. The Bank also provides Off-shore banking services through its Off-shore banking unit (OBU)
and Islami banking services through its Islamic banking window (MDB Saalam).
Principal activities of the Bank:

business comprises deposit mobilization, cash deposit and withdrawal, extending credit facilities to institutional and
corporate, micro, small and medium enterprise (MSME), retail business, trade financing, project financing,
organizing syndication deals, lease & hire purchase financing, issuance of credit card, remittance services and many
other financial activities within the framework of regulatory guidelines.
Business Strategy:
The strategic action plans for the Bank towards reinforcement of the financial fundamentals are as under:
 Diversification of credit portfolio across the MSME, Retail Business, Agriculture, Trade Financing, Project
Financing and Financial deals under Syndication.
 In the changed context top-notch priority to be accorded for bringing down the cost of deposit to a
reasonable extent by exploring all the avenues specially by giving renewed focus on mobilization of low cost
and no cost deposits.
 To avail refinancing facilities to the maximum possible extent both from the liquidity and profitability
perspective.
 To take proactive measures for keeping the credit portfolio performing to the optimum level by reining in
the growth of NPLs alignment and realignment of credit portfolio in the right perspective and in terms of
sectoral and segment wise risk appetite on the basis of ground realities.
 Attachment of priority to ramify the network of services across the rural areas to derive demographic
dividend in the best possible way.
 Qualitative improvement of IT infrastructure for ensuring maximum extent of cost and operational
efficiency.
 Improve deposit mix by increasing low cost and no-cost deposits in total deposits.
 Increase the non-funded business and non-funded income (Commission, Exchanges & Fee based income).
Page | 114
 Attachment of adequate importance on maintenance of sound liquidity base through minimization of risk
out of asset-liability mismatch.
 Increase inward remittance through expansion of domestic networks for the beneficiaries through strategic
alliances and introducing new products to attract NRB customers.
 Maintain strong capital base and strengthen Internal Capital Adequacy Assessment Process (ICAAP) by
accelerating borrowers' rating and concentrating on lending portfolio having lower capital charge.
 Improve human resources management system to motivate and retain the performing workforce and
transform into human assets through appropriate and extensive training and learning culture.
 Strengthen internal control & compliance and monitoring thereon.
 Introduce in-depth research for developing brand strategy to create an optimum brand value.
 Control of cost at every level of operations by attaining budgetary goals.
 Improve internal governance through strengthening good corporate cultures, motivation, training and
supervision as per KPls in all level of management.
(b) SWOT ANALYSIS:
STRENGTHS
 Strong management: Midland Bank possesses strong and capable management with in-depth business and
process knowledge and expertise and has been running the Bank efficiently since inception.
 Sound corporate culture: Midland Bank has sound and clean corporate culture, with proper governance
structure of Board and Management.
 Modern banking products: Midland Bank is equipped with full-array of banking products. The products are
technologically savvy for customers. The Bank is offering full-fledged internet banking, digital account opening
and modern cash management services to its customers by way of utilizing technology.
 Strong image in the market: Through proper corporate governance and strong corporate culture, Midland
Bank has been able to build a strong and clean image in the market, which the customers value while doing
banking with us.
 Full length of banking products: Midland Bank offers full array of banking Products-Corporate, SME, Retail
Banking and Cash Management services in the field of both conventional and Shariah Banking. The Bank also
offers Off-shore Banking service and full-length treasury products.
 Customer centric work force: Midland Bank has a dedicated and proficient workforce who always place
service to customers to be of the utmost importance.
WEAKNESSES
 Limited branch network: Midland Bank is providing Banking service from 35 Branches, 13 Sub-branches and
100 Agent Banking Centers. There are areas where the Bank has not yet established its footprint.
 Relatively small balance sheet size: Midland Bank has a relatively smaller balance sheet size compared to its
competitors.
 Not so robust correspondent banking network: As the Bank is at growing stage, Midland Bank has not yet
able to establish correspondent Banking relationships with big international banks.
Page | 115
OPPORTUNITIES
 Strong presence in un-banked areas: The moto of the Bank is bank for inclusive growth, thus the bank
strategically positioned a good number of its branches in un-banked areas.
 Fully capable digital banking infrastructure: Midland Bank is offering digital banking solution, from account
opening, payment solutions to fund transfer over its digitally advanced banking infrastructure. As the
customers are increasingly relying on digital platform, Midland Bank can get benefit from its existing digital
infrastructure.
 Clean balance sheet enabling pricing power: The NPL of the Bank is at very manageable level, as the bank is
not burdened with NPL, the Bank has superior pricing power to cater to the need of prime segment of
customers.
THREATS
 Intense competition: The Banking industry in Bangladesh is heavily competitive with intense competition
which may poses threats on spread.
(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:
Dec-31-2021 Dec-31-2020 Dec-31-2019 Dec-31-2018 Dec-31-2017

Particulars
(Amount in BDT)
Interest income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608
YoY change in interest income 2.30% -25.80% 13.27% 33.48% 29.28%
Interest paid 2,262,656,653 2,748,193,544 2,983,899,085 2,547,464,459 2,042,076,672
YoY change in interest paid -17.67% -7.90% 17.13% 24.75% 27.58%
Investment income 1,358,111,049 1,565,254,675 649,615,530 617,673,589 963,667,348
YoY change in investment income -13.23% 140.95% 5.17% -35.90% -17.41%
Commission, exchange & brokerage 224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
YoY change in commission, exchange
-18.94% -13.85% -0.01% 32.38% 81.95%
& brokerage
Other operating income 83,721,530 66,310,351 65,020,083 64,370,302 50,231,311
YoY change in other operating income 26.26% 1.98% 1.01% 28.15% 58.10%
Total operating expenses 1,065,221,532 1,102,301,165 1,042,357,087 974,366,195 835,569,769
YoY change in total operating expense -3.36% 5.75% 6.98% 16.61% 0.61%
Net profit before Tax (NPBT) 1,126,166,447 959,969,543 1,051,345,321 1,106,324,385 1,035,288,170
YoY change in NPBT 17.31% -8.69% -4.97% 6.86% 6.77%
Net profit after Tax 514,019,283 656,363,888 557,408,502 650,315,768 691,834,375
YoY change in NPAT -21.69% 17.75% -14.29% -6.00% 3.50%
Earnings per Share (EPS)* 0.90 1.15 0.98 1.14 1.21
*Considering total number of outstanding shares of 569,669,753.
Reason(s) of fluctuation:
Reasons for changes in interest income:
Year-2017: Interest income increased by 29.28% over the preceding year because of loan portfolio increased by
29.70%.
13.84%.
2.17%.
Page | 116
Year-2020: Interest income decreased by 25.80% over the preceding year- due to implemention of single digit
lending rates @ 9% effective from 1st April 2020 in compliance with regulatory instruction.
Year-2021: Interest income increased by 2.30% over the preceding year because loan portfolio increased by 17.35%.
Reasons for changes in interest paid:

Year-2017: Interest expenses increased by 27.58 % over the preceding year because of deposits increased by 28.36%,
as well as increasided of deposit rates.
Year-2018: Interest expenses increased by 24.75% over the preceding year because of deposits and borrowing
increased by 3.95% and 392.58% respectively, as well as increasided of deposit rates.
Year-2019: Interest expenses increased by 17.13% over the preceding year because of deposits and borrowing
increased by 10.98% and 125.28% respectively, as well as increasided of deposit rates.
Year-2020: Interest expenses decreased by 7.90% over the preceding year, due to decreasing deposit rates by
implemention of regulatory instruction.
Year-2021: Interest expenses decreased by 17.67% over the preceding year, due to the lower Interest expense on
Deposit and Other Accounts & Interest expense on Borrowing from other Banks and Financial Institutions in
comparison to the previous year.
Reasons for changes in investment income:

Year-2017: Investment income decreased by 17.41% over the preceding year, due to lowering the yield rates on
Government Treasury Bill and Bond.
Year-2018: Investment income decreased by 35.90% over the preceding year, due to lowering the yield rates on
Government Treasury Bill and Bond.
Year-2019: Investment income increased by 5.17% over the preceding year because of investment increased by
88.98%, but lowering the yield rates.
Year-2020: Investment income increased by 140.95% over the preceding year because of good number of capital
gain earned from Govternment Treasury Bill and Bond as well as increased of investment by 15.14% over last year.
Year-2021: Investment income decreased by 13.23% over the preceding year due to the loss arising from Govt.
Security Trading.
Reasons for changes in commission, exchange and brokerage:

Year-2017: Commission, exchange and brokerage income increased 81.95% over the preceding year because of
export and import increased by 142.42% and 3.88% respectively.
Year-2018: Commission, exchange and brokerage income increased 32.38% over the preceding year because of
export increased by 14.94%y.
Year-2019: Commission, exchange and brokerage income decreased merginally 0.01% because of dereasing rate of
commission on overall import-export business.
Year-2020: Commission, exchange and brokerage income decreased 13.85% over the preceding year, due to impact
of Covid-19 pandemic during the year.
Year-2021: Commission, exchange and brokerage income decreased by 18.94% over the preceding year, due to the
lower exchange gain compared to previous year.
Page | 117
Reasons for changes in other operating income:
Year-2017: Other operating income increased by 58.10% compared to previous year due to increase export-import
and number of account.
Year-2018: Other operating income increased by 28.15% compared to previous year due to increase export-import
and number of account.
Year-2019: Other operating income increased by 1.01% compared to previous year due to increasing number of
accounts.
accounts.
accounts.
Reasons for changes in total operating expenses:

Year-2017: Operating expenses increased by 0.61% compared to previous year due to expansion of business and
Branch network.
Branch network.
Branch network.
Branch network.
Year-2021: Operating expenses decreased by 3.36% compared to previous year due to lower salary and allowance
expense than that of preceding year.
Reasons for changes in net profit before & after tax, EPS:
Year-2017: Net profit before & after tax increased by 6.77% and 3.50% respectively compare to previous year due
to increasing the loan portfolio and earned a good quantity of tax exempted capital gain.
Year-2018: Net profit before tax increased by 6.86% and Net profit after tax decreased by 3.50% compared to
previous year due to increasing the loan portfolio and earned a good quantity of tax exempted capital gain.
Year-2019: Net profit before & after tax decreased by 4.97% and 14.29% respectively compared to previous year
due to increased provision for loans & advances by 60.74%.
Year-2020: Net profit before tax decreased by 8.69% compared to previous year due to implemention of single digit
lending rates @ 9% effective from 1st April 2020 in compliance with regulatory instruction. Also kept extra special
general provision for COVID-19 as per regulation. A good number of earnings from tax exempted capital gain on
sale/revaluation of Government treasury bill/bond positively influenced bank’s net profit after tax. As such, net profit
after tax and EPS increased over previous year.
Year-2021: Net profit before & after tax decreased by and respectively compared to previous year due to increased
provision for loans & advances and tax expenses.
Page | 118
(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the
company’s business:
MDB has no known trends demands, event or uncertainties that are likely to have an effect on the company’s
business.
(e) Trends or expected fluctuations in liquidity:
There are no trends or expected fluctuations in liquidity for MDB.
(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition:
MDB has no other off-balance sheet arrangements those have or likely to have a current or future effect on financial
condition except the following:
(As per Audited Financial Statements)
Particulars December 31, 2021 December 31, 2020
Total 12,300,022,900 9,249,440,193
Page | 119
SECTION: VIII DIRECTORS AND OFFICERS
(a) Name, Father’s 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:
Name of
Sl. Father’s Educational Period of
Name Age Residential Address Experience Position Nominated
No. Name Qualification Nomination
Organization
Mrs. Nilufer Late Abdul 73 House-4/A, Road-73,
1 B. Arch. 26 Years Chairman N/A N/A
Zafarullah Latif years Gulshan-2, Dhaka
Md. Lutfur 61 Plot-20/A,
Mr. Md. B.Sc. (Textile Vice Until further Liberty Knitwear
2 Rahman years Road:101/103, 30 Years
Shamsuzzaman Eng.) Chairman nomination Ltd.
Gulshan-2, Dhaka
Master Bhaban,
Agrabad
Access Road, Plot-02,
Mr. Master Abul Mr. Abdul 56 Road-
3 BA 27 Years Director N/A N/A
Kashem Munaf years 2, Lane-01, Block-L,
Halishahar Housing
Estate,
Chattogram
Late Kazi House-403, Road-27
Dr. Kazi 70
4 Mahabubulla (Old), Dhanmondi Ph. D 46 Years Director N/A N/A
Shahidullah years
h R/A, Dhaka
Mr. Kazi Omar Mr. Kazi 48 House-4/A, Road-73,
5 B.F.A 27 Years Director N/A N/A
Zafar Zafarullah years Gulshan-2, Dhaka
Late Amjad House-228, Lake
Mr. Ahsan Khan 51
6 Khan Road New DOHS, BBS 20 Years Director N/A N/A
Chowdhury years
Chowdhury Mohakhali, Dhaka
House No. 46, Road
Mr. Rezaul Late Fazlul 65 No. 1/A, Block I, B. Com Until further Reedisha Knitex
7 29 Years Director
Karim Karim years Banani, Dhaka, nomination Ltd.
Bangladesh
House No. SWG 2B
Garments
Mr. A.K.M. Late M A 64 (1st Floor), Road No. Until further
8 M. Com 24 Years Director Export Village
Badiul Alam Rahim years 5, Gulshan 1, Dhaka, nomination
Ltd.
Bangladesh
Mr. Md. House 10/F, Road 81,
Mr. Md. Kamal 38 MA Until further That’s It
9 Motaleb Gulshan 2, Dhaka, 17 years Director
Hossain years nomination Sportswear Ltd.
Hossain Bangladesh
House No. 47, Road
Mr. Md.
Mr. Hafizur 59 No. 11, Sector 10, Until further
10 Badiuzzaman MBA 31 Years Director Beq Knit Ltd.
Rahman Sarker Years Uttara, Dhaka, nomination
Sarker
Bangladesh
House No. 8, Road
Mr. Abdul Mr. Abdul
42 No. 18, Sector 3, Until further Mondol Fabrics
11 Momin Mondol Majid BBA 23 Years Director
years Uttara, Dhaka, nomination Ltd.
Mondol
Bangladesh
Mr. Kazi Raihan Mr. Kazi 44 House-4/A, Road-73,
12 B.F.A 15 Years Director N/A N/A
Zafar Zafarullah years Gulshan-2, Dhaka
17, Shukrabad, West Popular
Dr. Mostafizur Late 68 Until further
13 Panthapath, Dhaka MBBS 40 Years Director Pharmaceuticals
Rahman Moniruddin years nomination
1207 Ltd.
Ms. Anushka Mr. Kazi 34 House-4/A, Road-73,
14 MA 14 Years Director N/A N/A
Mehreen Zafar Zafarullah years Gulshan-2, Dhaka
SKS Tower, 7 VIP
Late Al haj
Mr. Md. Wahid 50 Road, Mohakhali,
15 Abdul Karim MBA 26 Years Director N/A N/A
Miah years Dhaka-1212,
Miah
Bangladesh
Mr. Abdul
Mr. Mahbubul 67 Plot 11, Road 136, Independent
16 Hady MBA 30 Years N/A N/A
Hady Fazle Rab years Gulshan 1, Dhaka Director
Talukder
Flat 8B (Innstar View
Mr.
Mr. Nazimuddin 63 5), House 5, Road 2, Independent
17 Bashratullah MA 35 Years N/A N/A
Chowdhury years Gulshan 1, Dhaka Director
Chowdhury
1212
Late Md. Managing
Mr. Md. Ahsan- 61 House: 3/A, Road:
18 Mahbubuz MBA 39 years Director & N/A N/A
uz Zaman years 35, Gulshan 2, Dhaka
Zaman CEO
Page | 120
(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 Date of Expiration

Sl.
Name of the Director Position Director for the First of Current Term of
No.
Time Office (Tentative)
12th AGM to be held
1 Mrs. Nilufer Zafarullah Chairman 20.03.2013
on 2025
Vice Chairman 10th AGM to be held
2 Mr. Md. Shamsuzzaman 20.03.2013
(Nominated by Liberty Knitwear Ltd.) on 2023
11th AGM to be held
3 Mr. Master Abul Kashem Director 20.03.2013
on 2024
12th AGM to be held
4 Mr. Dr. Kazi Shahidullah Director 20.03.2013
on 2025
12th AGM to be held
5 Mr. Kazi Omar Zafar Director 20.03.2013
on 2025
12th AGM to be held
6 Mr. Ahsan Khan Chowdhury Director 20.03.2013
on 2025
Director 11th AGM to be held
7 Mr. Rezaul Karim 20.03.2013
(Nominated by Reedisha Knitex Ltd.) on 2024
Director
10th AGM to be held
8 Mr. A.K.M. Badiul Alam (Nominated by Garments Export Village 20.03.2013
on 2023
Ltd.)
Director
12th AGM to be held
9 Mr. Md. Kamal Hossain (Nominated by That’s It Sportswear 26.07.2015
on 2025
Ltd.)
11th AGM to be held
10 Mr. Md. Wahid Miah Director 20.03.2013
on 2024
11 Mr. Hafizur Rahman Sarker 27.11.2019
(Nominated by Beq Knit Ltd.) on 2024
12 Mr. Abdul Momin Mondol 26.07.2015
(Nominated by Mondol Fabrics Ltd.) on 2023
11th AGM to be held
13 Mr. Kazi Raihan Zafar Director 24.03.2019
on 2024
Director
10th AGM to be held
14 Mr. Dr. Mostafizur Rahman (Nominated by Popular 25.03.2020
on 2023
11th AGM to be held
15 Ms. Anushka Mehreen Zafar Director 24.03.2019
on 2024
16 Mr. Mahbubul Hady Fazle Rab Independent Director 06.12.2018 10.01.2025
17 Mr. Nazimuddin Chowdhury Independent Director 26.02.2019 25.02.2025
18 Mr. Md. Ahsan-uz Zaman Managing Director & CEO 15.07.2020 14.07.2023
(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:
Sl. Involvement in other organization

Name Position in MDB
No. Name of the Organization Types of business Position
Mrs. Nilufer Hong Kong Shanghai Manjala
1 Chairman Yarn manufacturer Director
Zafarullah Textiles Ltd.
Micro Fibre Ltd. Knit Fabrics and RMG Managing Director
Orient Chem-Tex Ltd. Trading Managing Director
Liberty Knitwear Ltd. Knit Fabrics and RMG Managing Director
Vice Chairman Midland Knitwear Ltd. Knit Fabrics and RMG Managing Director
Mr. Md. (Nominated by Fortune Chemical (BD) Ltd. Knit Fabrics and RMG Managing Director
2
Shamsuzzaman Liberty Knitwear A-One Polar Ltd.2 Knit Fabrics and RMG Managing Director
Ltd.) Tubingen Chemicals (BD) Ltd. Chemical Industry Managing Director
Sungarh Tex Ltd. Spinning Managing Director
Micro Trims Ltd. RMG Accessories Managing Director
Micro Logistics Transportation Managing Director
Page | 121
Ltd.
SRZ Knittex Limited Knit Fabrics and RMG Managing Director
Shahjibazar Power Co. Ltd. Power generation Sponsor Director
Petromax Refinery Ltd. Oil Refinery Sponsor Director
MAK Corporation Ship Breaking & Recycling Managing Partner
Master Steel Re-Rolling Mills MS Rod and MS Bar Proprietor
Mr. Master Abul
3 Director Mother Steel Ltd. Ship Breaking & Recycling Managing Director
Kashem
Manufacturing of Industrial
Master Steel & Oxygen Ltd. Chairman
Oxygen
Mr. Dr. Kazi Hong Kong Shanghai Manjala
4 Director Garments Accessories Director
Shahidullah Textiles Ltd.
Mr. Kazi Omar Hong Kong Shanghai Manjala
5 Director Yarn manufacturer Director
Zafar Textiles Ltd.
Agricultural Marketing Company Agro processing food
Chairman
Ltd. products
Kaliganj Agro Processing Ltd. Agro processing products Director
Banga Bakers Ltd. Bakery items Director
Banga Millers Ltd. Rice processing Director
Chorka Textile Ltd. Textile products Director
Habiganj Agro Ltd. Agro based products Director
Natore Dairy Ltd. Powder milk products Director
PRAN Agro Ltd. Agro processing Director
PRAN Beverage Ltd. Beverage & soft drink Director
PRAN Dairy Ltd. Dairy products Director
Export of agro based
PRAN Exports Ltd. Director
products
Agro based food
PRAN Foods Ltd. Director
processing
Packmat Industries Ltd. Flexible packaging Director
Sylvan Agriculture Ltd. Agro processing Director
Sylvan Technologies Ltd. Agro based products Director
Sylvan Poultry Ltd. Poultry & feeds Director
Rangpur Foundry Ltd. Light Engineering Chairman
Gonga Foundry Ltd. Light Engineering Director
Get Well Ltd. Medical Equipment Director
AKC (Pvt.) Ltd. Intellectual property Managing Director
Mr. Ahsan Khan
6 Director Plastics & sanitary
Chowdhury Allplast Bangladesh Ltd. Director
products
Plastics products
Banga Building Materials Ltd. Director
manufacture
Plastics products
Banga Plastic International Ltd. Director
manufacture
Plastics & sanitary

Multi-Line Industries Ltd. Director
products
RFL Electronics Ltd. Electronics products Director
Rangpur Metal Industries Ltd. Light & engineering Director
Plastics & its allied

RFL Plastics Ltd. Director
products
Career Builders Limited Consultancy firm Director
Plastics products
Durable Plastics Ltd. Director
manufacture
Manufacturer of export
Property Development Ltd. Director
oriented garment hanger
Page | 122
Bangla Tel Ltd. Tele Communication Chairman
Jibondhara Solutions Ltd. Tele Communication Chairman

BD Link Communications Ltd. Tele Communication Chairman
Manufacturer of
Kohinoor Chemical Co. (BD) Ltd. cosmetics, toiletries and Managing Director
beauty product
Export oriented
Director Reedisha Knitex Ltd. Managing Director
composite knit textile
7 Mr. Rezaul Karim (Nominated by Export oriented garments
Reedisha Knitex Ltd.) Reedisha Textipe Ltd. manufacturing
Managing Director
Manufacturer and
Reedisha Spinning Ltd. Managing Director
exporter of cotton yarn
P.A Knit Composite Ltd. Textile manufacturing Managing Director
Reedisha Printing and Packaging Printing & packaging for
Managing Director
Ltd. apparel industry
Reedisha Blended Yarn Ltd. Yarn Manufacturing Managing Director
Reedisha Trading & Distribution
Trading & Distribution Proprietor
Co.
Garments Export Village Ltd. Manufacturer of RMG Chairman
Amtranet Ltd. Manufacturer of RMG Chairman
Bravo Apparel Manufacturer Ltd. Manufacturer of RMG Director
Director
Mr. A.K.M. Badiul (Nominated by Eden Multicare Hospital Ltd. Health Care Director
8
Alam Garments Export
Village Ltd.) Petromax Refinery Ltd. Oil Refinery Director
Zenith Islami Life Insurance

Insurance Shareholder
Limited
That’s It Sportswear Ltd. Manufacturer of RMG Executive Director
Ha-Meem Travel Ltd. Air ticketing Travels Shareholder
Export oriented under
Explore Lingerie Ltd. Shareholder
garments
Export oriented Jute &
Fauji Chatkal Ltd. Shareholder
Jute Products, Paint & Ink
Sportswear
Director M H Sports Wear Ltd. Shareholder
Mr. Md. Kamal manufacturing
9 (Nominated by That’s
Hossain M H Design Ltd. Designing of RMG Shareholder
It Sportswear Ltd.)
M H Jute Mills Ltd. Export oriented Jute &
Shareholder
Jute Products
Modern Cargo Carrier Ltd. Transport Business Shareholder
Explore Garments Ltd. Manufacturer of RMG Managing Director
Shareholder
That’s It Fashions Ltd Manufacturer of RMG
director
Shahzaib Washing and Dyeing Ltd. Washing Plant Managing Director
Banga Engineering Company Ltd Machineries construction Director
Legato Service Ltd. Call centre & IT Chairman
Beq Knit Ltd. Knit Fabrics and RMG Managing Director
Manufacturer of All kind
Beq Sweaters Ltd. Managing Director
of sweaters & cardigan
Export oriented knit dying
Director Beq Fabrics (Pvt.) Ltd. Managing Director
Mr. Hafizur industry
10 (Nominated by Beq
Rahman Sarker Manufacturer of All kind
Knit Ltd.) C.K Sweaters Ltd. Managing Director
of sweaters & cardigan
Nominated
Tammam Design Ltd. Knit Fabrics and RMG
Director
Nominated
Lusaka Fashions Ltd. Knit Fabrics and RMG
Director
Page | 123
Tista Dredgers & Constructions
Building Constructions Executive Director
Ltd.
100% Export Oriented
Montex Fabrics Ltd. Managing Director
Knit Fabrics and RMG
Mondol Fabrics Ltd. Managing Director
Mark Sweater Ltd. Knit Fabrics and RMG Managing Director
(Sweater)
Knitex Dresses Ltd. Managing Director
Ladies' underwear
Mondol Intimates Ltd. Managing Director
manufacturing
Cotton Field (BD) Ltd. Knitwear Managing Director
Mondol Fashions Ltd. Knit Garments Managing Director
Mondol Apparels Ltd. Knit Fabrics and RMG Managing Director
Alim Knit (BD) Ltd Knit Fabrics and RMG Managing Director
Mondol Knit Tex Ltd. Knit Fabrics and RMG Managing Director
Cotton Club (BD) Ltd. Knit Fabrics and RMG Managing Director
Cotton Clothing (BD) Ltd. Knit Fabrics and RMG Managing Director
Tropical Knitex Ltd. Knit Fabrics and RMG Managing Director
Appollo Fashions Ltd Knit Fabrics and RMG Managing Director
Appollo Knitwears (BD) Ltd. Knit Fabrics and RMG Managing Director
Director
Mr. Abdul Momin Mondol Yarn Dyeing Ltd. Yarn Dyeing Managing Director
11 (Nominated by
Mondol Mondol Knitwears Ltd. Yarn Knitting Managing Director
Mondol Fabrics Ltd.)
Accessories for export
Montrims Ltd. Managing Director
orient RMG
Manufacturer of export
Trims International (BD) Ltd. oriented garment Managing Director
Accessories
Manufacturer of
Appollo Packaging (BD) Ltd. Managing Director
Corrugated Carton
Mondol & Co. Ltd. Contractor Managing Director
Mondol Securities Ltd. Stock brokerage Managing Director
Mbrella Ltd. Fashion House Managing Director
Eco Intimates Ltd. Knit Fabrics and RMG Managing Director
composite garments
Cotton Clout (BD) Ltd. Managing Director
manufacturers
Mondol Spinning Mills Ltd. Yarn Spinning Managing Director
Mondol Knit Composite Ltd. RMG Managing Director
Automatic Brick
Mondol Auto Bricks Ltd. Managing Director
Production
Uttara Poultry Complex Ltd. Poultry Managing Director
Panama Agro Complex Ltd. Agro based Managing Director
Haji-Abdul Majid Mondol Executive Director
Charitable Foundation
Foundation (CEO)
Mr. Kazi Raihan Hong Kong Shanghai Manjala
Zafar Textiles Ltd.
Popular Pharmaceuticals Ltd. Pharmaceutical Managing Director
Director
Popular Diagnostic Centre Ltd. Diagnostic Managing Director
Mr. Dr. Mostafizur (Nominated by
13 Popular Specialized Hospital Ltd. Hospital Managing Director
Rahman Popular
Popular Medical College and
Pharmaceuticals Ltd.) Educational Institute Managing Director
Hospital Ltd.
Ms. Anushka Hong Kong Shanghai Manjala
Mehreen Zafar Textiles Ltd.
Export oriented Knit
AL - Haj Karim Textiles Ltd. Managing Director
Fabrics and RMG
Mr. Md. Wahid
15 Director Construction, supplier,
Miah
Abdul Karim Limited heavy equipment, 1st Managing Director
class contractor
Page | 124
Hypoid Composites Knit Limited Director
Fabrics and RMG
Karim Jute Spinners Limited Director
Jute Products
Jobaida Karim Jute Mills Ltd Managing Director
Jute Products
Wahid Construction Ltd. Construction firm Managing Director
Karim Asphalt & Ready Mix Concrete Ready mix Managing Director
M/S Md. Wahid Miah Construction, supplier Proprietor
Proprietor
Karim Trading Trading company
Karim Tex Limited Managing Director
Fabrics and RMG
Managing Director
Karim Shipping Lines Shipping Lines
Managing Director
Karim Dredgers Limited Dredging
Proprietor
Jobaida Filling Station Petrol Pump
Proprietor
Karim Filling Station Petrol Pump
J.K. Filling Station Petrol Pump Proprietor
Mr. Mahbubul RAB Consulting FZE, RAK, United

16 Independent Director Consultancy Firm Proprietor
Hady Fazle Rab Arab Emirates
17 - -
Chowdhury Director -
Mr. Md. Ahsan-uz Managing Director &
18 - -
Zaman CEO -
Page | 125
(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:
The following Directors are involved in securities market during last three years:
Sl. No. Name of Director Relationship with MDB Entities where they have interest
Director (Nominated by Mondol
1. Mr. Abdul Momin Mondol Mondol Securities Ltd.
Fabrics Ltd.)
2. Mr. Master Abul Kashem Director AIBL Capital Market Services Ltd.
The following Director is involved in listed securities during last three years:
Dividend Payment History

Name of the Directors of
Name of the Listed 2021 2020 2019
the Issuer are Associated
Company
with Stock Cash Stock Cash Stock Cash
Dividend Dividend Dividend Dividend Dividend Dividend
Kohinoor Chemicals
Mr. Rezaul Karim 15% 35% 10% 35% 20% 20%
Company (Bangladesh) Ltd.
Source: Dhaka Stock Exchange Ltd.

Company
Shahjibazar Power Co. Ltd. 4% 28% 2% 28% 2% 28%

Company
Agricultural Marketing Mr. Ahsan Khan
- 32% - 32% - 32%
Company Ltd. (Pran) Chowdhury

Company
Mr. Ahsan Khan
Rangpur Foundry Ltd. - 23% - 23% - 23%
Chowdhury
Page | 126
Market Performance:
Kohinoor Chemicals
Particulars Company (Bangladesh)
Ltd.
Market Cap in BDT (As on April 13, 2022): 9,895.76 (mn)
Current Price Earnings Ratio (P/E) Based on Latest Audited Financial Statements (As
42.98x
on April 13, 2022):
Basic EPS - Continuing Operations in BDT 10.54
NAV Per Share in BDT 55.58
Profit as per Audited Financial Statements of 2020-21: 234.00 (mn)
Particulars Shahjibazar Power Co. Ltd.

11.91x
on April 13, 2022):
Profit as per Audited Financial Statements of 2020-21: 1,127.36 (mn)
Agricultural Marketing
Particulars
Company Ltd. (Pran)
61.62x
on April 13, 2022):
Particulars Rangpur Foundry Ltd.

56.28x
on April 13, 2022):
Other than the above-mentioned securities, the Directors of MDB are not associated with the securities market in
any manner.
Page | 127
(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s
mother, spouse’s brother, and spouse’ sister) among the directors and top five officers:
Family relationship among the Directors:
Sl. No. Name of the Director Relationship with Nature of Relationship

Mr. Dr. Kazi Shahidullah Brother-in-law
Mr. Kazi Omar Zafar Son
1 Mrs. Nilufer Zafarullah
Mr. Kazi Raihan Zafar Son
Ms. Anushka Mehreen Zafar Daughter
Mrs. Nilufer Zafarullah Sister-in-law
Mr. Kazi Omar Zafar Nephew
2 Mr. Dr. Kazi Shahidullah
Mr. Kazi Raihan Zafar Nephew
Ms. Anushka Mehreen Zafar Niece
Mrs. Nilufer Zafarullah Mother
Mr. Dr. Kazi Shahidullah Uncle
3 Mr. Kazi Omar Zafar
Mr. Kazi Raihan Zafar Brother
Ms. Anushka Mehreen Zafar Sister
4 Mr. Kazi Raihan Zafar
Mr. Kazi Omar Zafar Brother
Ms. Anushka Mehreen Zafar Sister
5 Ms. Anushka Mehreen Zafar
Mr. Kazi Omar Zafar Brother
Mr. Kazi Raihan Zafar Brother
Family relationship among the Directors and top five officers:
There is no family relationship among any of the directors and any of the top five employees of the company except
mentioned above.
(f) A very brief description of other businesses of the Directors:

The Directors of MDB have the following business:
Sl. Name of Company Directors Description of Business

Mrs. Nilufer Zafarullah Hong Kong Shanghai Tower, House
Address of the
Mr. Dr. Kazi Shahidullah 106 Banani, Road 11, Block C,
Company
Hong Kong Shanghai Mr. Kazi Omar Zafar Dhaka
1
Manjala Textiles Ltd. Mr. Kazi Raihan Zafar Legal Status Public Limited Company
Ms. Anushka Mehreen Nature of
Zafar Yarn manufacturer
business
Sl. Name of Company Director Description of Business

Master Bhaban, Agrabad Access
Address of the
Road P-2, R-2, L-1, B-1, Halishahar
Master Steel & Mr. Master Abul Company
2 H/E, Chittagong
Oxygen Ltd. Kashem
Legal Status Private Limited Company
Nature of business Manufacturing of Industrial Oxygen
Page | 128
Address of the
Road P-2, R-2, L-1, B-1, Halishahar
Mr. Master Abul Company
3 Mother Steel Ltd. H/E, Chittagong
Kashem
Nature of business Ship Breaking & Recycling

Address of the
Road P-2, R-2, L-1, B-1,
Mr. Master Abul Company
4 MAK Corporation Halishahar H/E, Chittagong
Kashem
Legal Status Partnership
Nature of business Ship Breaking & Recycling

Address of the
Road P-2, R-2, L-1, B-1,
Master Steel Re- Mr. Master Abul Company
5 Halishahar H/E, Chittagong
Rolling Mills Kashem
Legal Status Proprietorship
Nature of business MS Rod and MS Bar

Address of the 36 Dilkusha C/A (4th floor),
AIBL Capital Market Mr. Master Abul Company Dhaka
6
Services Ltd. Kashem Legal Status Public Limited Company
Nature of business Stock Brokerage

Address of the PRAN-RFL Center, 105 Middle
Company Badda, Dhaka-1212
Advanced Personal Mr. Ahsan Khan Legal Status Private Limited Company
7
Care Ltd. Chowdhury Manufacturing of Cosmetics
Nature of business products & personal care
products

Agricultural Marketing Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
8
Co. Ltd. Chowdhury Legal Status Public Limited Company
Nature of business Agro processing food products

Kaliganj Agro Mr. Ahsan Khan Company Badda, Dhaka-1212
9
Processing Ltd. Chowdhury Legal Status Private Limited Company
Nature of business Agro processing products
Page | 129
Mr. Ahsan Khan Company Badda, Dhaka-1212
10 Banga Bakers Ltd.
Chowdhury Legal Status Private Limited Company
Nature of business Bakery items

Mr. Ahsan Khan Company Badda, Dhaka-1212
11 Banga Miller Ltd.
Nature of business Rice processing

Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
12 Chorka Textile Ltd.
Nature of business Textile products

13 Habiganj Agro Ltd.
Nature of business Agro based products

Mymensingh Agro Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
14
Ltd. Chowdhury Legal Status Private Limited Company
Nature of business Agro based food products

15 Natore Agro Ltd.

16 Natore Dairy Ltd. Private Limited Company
Chowdhury Legal Status
Nature of business Powder milk products

17 PRAN Agro Ltd.
Nature of business Agro processing
Page | 130
PRAN Agro Business Company Badda, Dhaka 1212, Bangladesh
Mr. Ahsan Khan
18 Ltd.
Nature of business Agro based food processing

19 PRAN Beverage Ltd.
Nature of business Beverage & soft drink

20 PRAN Dairy Ltd.
Nature of business Dairy products

21 PRAN Exports Ltd.
Chowdhury Legal Status Private Company
Nature of business Export of agro based products

22 PRAN Foods Ltd.
Chowdhury Legal Status Public Limited Company
Nature of business Agro based food processing

Packmat Industries Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
23 Private Limited Company
Ltd. Chowdhury Legal Status
Nature of business Flexible packaging

Sylvan Agriculture Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
24
Nature of business Agro processing

Sylvan Technologies Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
25
Page | 131
26 Sylvan Poultry Ltd.
Nature of business Poultry & feeds

Rangpur Foundry Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
27
Ltd. Chowdhury Legal Status Public Limited Company
Nature of business Light Engineering

28 Gonga Foundry Ltd.
Nature of business Light Engineering

29 Get Well Ltd.
Nature of business Medical equipment

30 AKC (Pvt.) Ltd.
Nature of business Intellectual property

Allplast Bangladesh Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
31
Nature of business Plastics & sanitary products

Banga Building Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
32
Materials Ltd. Chowdhury Legal Status Private Limited Company
Nature of business Plastics products manufacture

Banga Plastic Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
33
International Ltd. Chowdhury Legal Status Private Limited Company
Page | 132
34 Multi -Line Industries
Ltd.

35 RFL Electronics Ltd.
Nature of business Electronics products

Rangpur Metal Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
36
Industries Ltd. Chowdhury Legal Status Private Limited Company
Nature of business Light & Engineering

Multiline Industries Mr. Ahsan Khan Company Badda, Dhaka 1212, Bangladesh
37
Ltd. Chowdhury Legal Status Private Limited Company[

38 Durable Plastic Ltd.

Company Badda, Dhaka 1212, Bangladesh
Property Mr. Ahsan Khan
39 Legal Status Private Limited Company
Development Ltd. Chowdhury
Construction and engineering
Nature of business
services

Red Crescent Borak Tower, Level -
Address of the
M, 37/3/A, Eskaton Garden Road
Company
40 Bangla Tel Ltd. Mr. Rezaul Karim Dhaka-1000, Bangladesh
Nature of business Tele Communication

Address of the
Jibondhara Solutions Company
41 Mr. Rezaul Karim Dhaka-1000, Bangladesh
Ltd.
Page | 133
Address of the
BD Link Company
42 Mr. Rezaul Karim Dhaka-1205, Bangladesh
Communications Ltd.

Address of the 36, Shahid Tajuddin Ahmed Sharani,
Company Tejgaon, Dhaka-1208
Kohinoor Chemical
43 Mr. Rezaul Karim Legal Status Public limited company (Listed)
Co. (BD) Ltd.
Manufacturer of cosmetics,
Nature of business
toiletries and beauty product

Address of the 36 Shahid Tajuddin Ahmed Sharani,
Company Tejgong I/A, Dhaka
44 Reedisha Knitex Ltd. Mr. Rezaul Karim Legal Status Private Limited Company
Export oriented composite knit
Nature of business
textile

Address of the 36 Shahid Tajuddin Ahmed
Company Sharani, Tejgong I/A, Dhaka
45 Reedisha Textipe Ltd. Mr. Rezaul Karim Legal Status Private Limited Company
Export oriented garments
Nature of business
manufacturing

Reedisha Spinning
46 Mr. Rezaul Karim Legal Status Private Limited Company
Ltd.
Manufacturer and exporter of
Nature of business
cotton yarn

P.A Knit Composite Company Sharani, Tejgong I/A, Dhaka
47 Mr. Rezaul Karim
Ltd. Legal Status Private Limited Company
Nature of business Textile Manufacturing

Reedisha Printing and
48 Mr. Rezaul Karim Legal Status Private Limited Company
Packaging Ltd.
Printing & packaging for
Nature of business
apparel industry
Page | 134
Reedisha Blended Company Sharani, Tejgong I/A, Dhaka
49 Mr. Rezaul Karim
Yarn Ltd. Legal Status Private Limited Company
Nature of business Yarn Manufacturing

Reedisha Food & Company Sharani, Tejgong I/A, Dhaka
50 Mr. Rezaul Karim
Beverage Ltd. Legal Status Private Limited Company
Nature of business Food Processing

Reedisha Trading & Company Sharani, Tejgong I/A, Dhaka
51 Mr. Rezaul Karim
Distribution Co. Legal Status Proprietorship
Nature of business Trading & Distribution

Maa Tower, K.B.M Road, Tongi
Address of the
Industrial Area, Tongi, Gazipur-
Garments Export Mr. A.K.M. Badiul Company
52 1710, Bangladesh
Village Ltd. Alam
Nature of business Manufacturer of RMG

Address of the B.T.A Tower (8th Floor) 29
Power Vantage Wear Mr. A.K.M. Badiul Company Banani C/A, Dhaka
53
Ltd. Alam Legal Status Private Limited Company

Address of the Maa Tower (7th Floor), KBM
Mr. A.K.M. Badiul Company Road, Tongi I/A, Gazipur
54 Amtranet Ltd.
Alam Legal Status Private Limited Company

Address of the Maa Tower (7th Floor), KBM
Bravo Apparel Mr. A.K.M. Badiul Company Road, Tongi I/A, Gazipur
55
Manufacturer Ltd. Alam Legal Status Private Limited Company

Address of the Youth Tower, 8th Floor, 822/2,
Shahjibazar Power Mr. A.K.M. Badiul Company Rokeya Sarani, Dhaka-1216
56
Co. Ltd. Alam Legal Status Public Limited Company (Listed)
Nature of business Power Generation
Page | 135
Address of the Satmasjid Road, Dhanmondi,
Eden Multicare Mr. A.K.M. Badiul Company Dhaka
57
Hospital Ltd. Alam Legal Status Private Limited Company
Nature of business Health Care

Youth Tower 822/2 Rokeya
Address of the Company Sworoni, Sheowrapara,
Petromax Refinery Mr. A.K.M. Badiul Mirpur, Dhaka
58
Ltd. Alam
Legal Status Public Limited Company
Nature of business Oil Refinery

Aziz Bhaban (8th Floor), 93,
Address of the Company
Zenith Islami Life Mr. A.K.M. Badiul Motijheel C/A, Dhaka-1000.
59
Insurance Limited Alam Legal Status Public Limited Company
Nature of business Islami Life Insurance

387 (South) Tejgaon I/A,
That’s It Sportswear Mr. Md. Kamal Dhaka
60
Ltd. Hossain Legal Status Private Limited Company

Address of the 387 (South) Tejgaon I/A, Dhaka
Mr. Md. Kamal Company
61 Ha-Meem Travel Ltd.
Hossain Legal Status Private Limited Company
Nature of business Air ticketing Travels

Company
Mr. Md. Kamal
62 Explore Lingerie Ltd. Legal Status Private Limited Company
Hossain
Export oriented under
Nature of business
garments

Company
Mr. Md. Kamal Private Limited Company
63 Fauji Chatkal Ltd. Legal Status
Hossain
Export oriented Jute & Jute
Nature of business
Products, Paint & Ink
Page | 136
64 M H Sports Wear Ltd.
Hossain Legal Status Private Limited Company
Nature of business Sportswear manufacturing

65 M H Design Ltd. Private Limited Company
Hossain Legal Status
Nature of business Designing of RMG

Address of the House: 10, Road:12, Sector:10,
Mr. Hafizur Rahman Company Uttara, Dhaka
66 Legato Service Ltd.
Sarker Legal Status Private Limited Company
Nature of business Call Centre & IT

67 Beq Knit Ltd.
Nature of business Knit Fabrics and RMG

Company Uttara, Dhaka
Mr. Hafizur Rahman
68 Beq Sweaters Ltd. Legal Status Private Limited Company
Sarker
Export oriented all kind of
Nature of business
sweaters & cardigan

Beq Fabrics (Pvt.) Mr. Hafizur Rahman
69 Legal Status Private Limited Company
Ltd. Sarker
Export oriented knit dying
Nature of business
industry

Mr. Hafizur Rahman
70 C.K Sweaters Ltd. Legal Status Private Limited Company
Sarker
Export oriented all kind of
Nature of business
sweaters & cardigan

HBH International Mr. Hafizur Company Uttara, Dhaka
71
Nursing Institute Rahman Sarker
Page | 137
72 Tammam Design Ltd. Private Limited Company
Sarker Legal Status

73 Lusaka Fashions Ltd.

Tista Dredgers & Mr. Hafizur Rahman Company Uttara, Dhaka
Constructions Ltd. Sarker Legal Status
Nature of business Building Constructions

Lotus Kamal Tower - 2 (Level -
Address of the 3) 59-61, Gulshan South
Mr. Hafizur Rahman Company Avenue, Gulshan - 1, Dhaka -
75 Padma Bank Ltd. 1212
Sarker
Nature of business Financial Institution

Suvastu Imam Square (Level- 03
Address of the & Level- 06)
Mr. Hafizur Rahman Company 65 Gulshan Avenue, Gulshan-
76 Meghna Bank Ltd. 01, Dhaka-1212,
Sarker
Nature of business Financial Institution

Pristine Pavilion (6th & 7th floor)
Address of the
128 Gulshan Avenue, Dhaka-
Mr. Md. Company
77 Liberty Knitwear Ltd. 1212
Shamsuzzaman

Address of the T. K. Bhaban 6th Floor, 13
Mr. Md. Company Kawran Bazar, Dhaka-1215
78 Orient Chem-tex Ltd.
Shamsuzzaman Legal Status Private Limited Company
Nature of business Trading
Page | 138
Mr. Md. 128 Gulshan Avenue, Dhaka-1212
79 Micro Fiber Ltd.
Shamsuzzaman Legal Status Private Limited Company

Address of the
Midland Knitwear Mr. Md. Company
80 1212
Ltd. Shamsuzzaman

Address of the
Mr. Md. Company
81 A-One Polar Ltd. 1212
Shamsuzzaman

Fortune Chemical Mr. Md. Company Kawran Bazar, Dhaka-1215
(BD) Ltd. Shamsuzzaman Legal Status
Nature of business Trading & Supplier

Turbingen Chemicals Mr. Md. Company Kawran Bazar, Dhaka-1215
83
(BD) Ltd. Shamsuzzaman Legal Status Private Limited Company
Nature of business Chemical Industry

Address of the
Mr. Md. Company
84 Sungarh Tex Ltd. 1212
Shamsuzzaman Private Limited Company
Legal Status
Nature of business Spinning

Address of the
Mr. Md. Company
85 Micro Trims Ltd. 1212
Shamsuzzaman
Nature of business RMG Accessories
Page | 139
Address of the
Mr. Md. Company
86 Micro Logistics Ltd. 1212
Shamsuzzaman Private Limited Company
Legal Status
Nature of business Transportation

Address of the Youth Tower, 822, 2 Rokeya
Shahjibazar Power Co. Mr. Md. Company Sarani, Dhaka -1216
87
Ltd. Shamsuzzaman Legal Status Public Limited Company
Nature of business Power generation

Address of the Youth Tower, 822, 2 Rokeya
Petromax Refinery Mr. Md. Company Sarani, Dhaka -1216
Ltd. Shamsuzzaman Legal Status
Nature of business Oil Refinery

Plot # 79/A, Le Meridien
Commercial Space, Level-5,
Address of the
(Block-2, 3 & 6), Airport Road,
Company
Mr. Abdul Momin Nikunja-2, Dhaka-1229,
89 Montex Fabrics Ltd. Bangladesh
Mondol
100% Export Oriented Knit
Nature of business
Fabrics and RMG

Address of the
Company
90 Mondol Fabrics Ltd. Bangladesh
Mondol
Nature of business
Fabrics and RMG

Address of the
Company
91 Mark Sweater Ltd. Bangladesh
Mondol
Nature of business
Fabrics and RMG (sweater)
Page | 140
Address of the
Company
92 Knitex Dresses Ltd. Bangladesh
Mondol
Nature of business
Fabrics and RMG

Address of the
Company
Mondol Intimates Mr. Abdul Momin Nikunja-2, Dhaka-1229,
93 Bangladesh
Ltd. Mondol
ladies' underwear
Nature of business
manufacturing

Address of the
Mr. Abdul Momin (Block-2, 3 & 6), Airport Road,
Company
94 Cotton Field (BD) Ltd. Mondol Nikunja-2, Dhaka-1229,
Bangladesh
Nature of business Knitwear

Address of the
Mr. Abdul Momin Company
95 Mondol Fashions Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh
Nature of business Knit Garments

Address of the
Mondol Apparels Mr. Abdul Momin Company
96 Nikunja-2, Dhaka-1229,
Ltd. Mondol Bangladesh
Page | 141
Address of the
97 Alim Knit (BD) Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh

Address of the
98 Mondol Knit Tex Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh

Address of the
99 Cotton Club (BD) Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh

Address of the
Cotton Clothing (BD) Mr. Abdul Momin Company

Address of the
Company
101 Tropical Knitex Ltd.
Mondol Bangladesh
Page | 142
Address of the
102 Appollo Fashions Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh

Address of the
Appollo Knitwears Mr. Abdul Momin Company
(BD) Ltd. Mondol Bangladesh

Address of the
Mondol Yarn Dyeing Mr. Abdul Momin Company
Nature of business Yarn Dyeing

Address of the
Mondol Knitwears Mr. Abdul Momin Company
Nature of business Yarn Knitting

Address of the
Company
106 Montrims Ltd. Bangladesh
Mondol
Accessories for export orient
Nature of business
RMG
Page | 143
Address of the
Trims International Mr. Abdul Momin Company
(BD) Ltd. Mondol Bangladesh
Nature of business RMG Accessories

Address of the
Company
Appollo Packaging Mr. Abdul Momin Nikunja-2, Dhaka-1229,
108 Bangladesh
(BD) Ltd. Mondol
Manufacturer of Corrugated
Nature of business
Carton packaging

Address of the
109 Mondol & Co. Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh
Nature of business Contractor

Address of the
Mondol Securities Mr. Abdul Momin Company
Nature of business Stock brokerage

Address of the
Cotton Clout (BD) Mr. Abdul Momin Company
Nature of business Knit garments manufacturers
Page | 144
Address of the
112 Mbrella Ltd. Nikunja-2, Dhaka-1229,
Mondol Bangladesh
Nature of business Fashion House

Address of the
Mondol Spinning Mr. Abdul Momin Company
Mills Ltd. Mondol Bangladesh
Nature of business Yarn Spinning

Address of the
Mondol Knit Mr. Abdul Momin Company
Composite Ltd. Mondol Bangladesh
Nature of business Knit Garments

Address of the
Mondol Auto Bricks Mr. Abdul Momin Company
Nature of business Automatic Brick Production

Address of the
Uttara Poultry Mr. Abdul Momin Company
Complex Ltd. Mondol Bangladesh
Nature of business Poultry
Page | 145
Address of the
Panama Agro Mr. Abdul Momin Company
Complex Ltd. Mondol Bangladesh
Nature of business Agro based

Address of the
Haji-Abdul Majid Mr. Abdul Momin Company
Mondol Foundation Mondol Bangladesh
Nature of business Charitable Foundation

Sheltech Pathokunjo, 17
Address of the
Shukrabad, West Panthopath,
Popular Mr. Dr. Mostafizur Company
119 Dhaka
Pharmaceuticals Ltd. Rahman
Nature of business Pharmaceuticals

Address of the House # 16, Road #2,
Popular Diagnostic Mr. Dr. Mostafizur Company Dhanmondi, Dhaka
120
Center Ltd. Rahman Legal Status Private Limited Company
Nature of business Diagnostic Centre

Address of the House No. # 16, Road No. # 2,
Popular Specialized Mr. Dr. Mostafizur Company Dhanmondi, Dhaka
121
Hospital Ltd. Rahman Legal Status Private Limited Company
Nature of business Hospital

Address of the House-25, Road-2, Dhanmondi
Popular Medical Company Dhaka
Mr. Dr. Mostafizur
122 College and Hospital
Rahman Legal Status Private Limited Company
Ltd.
Nature of business Educational Institute
Page | 146
Address of the SKS Tower (lavel 6), 7 VIP Road,
Company Mohakhali, Dhaka
AL - Haj Karim
123 Mr. Md. Wahid Miah Legal Status Public Limited Company
Textiles Ltd.
Export oriented Knit Fabrics and
Nature of business
RMG

124 Abdul Karim Limited Mr. Md. Wahid Miah Legal Status Private Limited Company
Construction, supplier, heavy
Nature of business
equipment, 1st class contractor

Hypoid Composites
125 Mr. Md. Wahid Miah Legal Status Private Limited Company
Knit Limited
Nature of business
RMG

Karim Jute Spinners
Limited
Nature of business
Products

Jobaida Karim Jute
Mills Ltd
Nature of business
Products

Wahid Construction Company Mohakhali, Dhaka
128 Mr. Md. Wahid Miah
Ltd. Legal Status Private Limited Company
Nature of business Construction firm

Karim Asphalt & Company Mohakhali, Dhaka
Ready Mix Legal Status Private Limited Company
Nature of business Concrete Ready mix
Page | 147
M/S Md. Wahid Company Mohakhali, Dhaka
Miah Legal Status Proprietor
Nature of business Construction, supplier

131 Karim Trading Mr. Md. Wahid Miah
Legal Status Proprietor
Nature of business Trading company

132 Karim Tex Limited Mr. Md. Wahid Miah Legal Status Private Limited Company
Nature of business
RMG

133 Karim Shipping Lines Mr. Md. Wahid Miah
Nature of business Shipping Lines

Karim Dredgers Company Mohakhali, Dhaka
Limited Legal Status Private Limited Company
Nature of business Dredging

Jobaida Filling Company Mohakhali, Dhaka
Station Legal Status Proprietor
Nature of business Petrol Pump

136 Karim Filling Station Mr. Md. Wahid Miah

137 J.K. Filling Station Mr. Md. Wahid Miah
Page | 148
(g) Short Bio-Data of the Directors

Chairman
Mrs. Nilufer Zafarullah is the Chairman of Midland Bank Limited. An architect by profession, Mrs. Zafarullah has
contributed to education and development for over 26 years. She is renowned for her humanitarian effort. She is
a member of the Board of Trustees of Independent University Bangladesh (IUB) and Chittagong Independent
University (CIU). She is also a Director of Hong Kong Shanghai Manjala Textiles Ltd. and Donor Trustee of Begum
Zebunnesa & Kazi Mahabubullah Jono Kallyan Trust.
As a life member of Zonta International, a worldwide organization for executives in the business profession, Mrs.
Nilufer Zafarullah provided her services to improve legal, political, economics, health and professional status of
woman at the global and local levels. Her leadership competence was evident when she served Zonta International
District 25 comprising of Bangladesh, India, Nepal and Srilanka Area 02 as Director and District 25 as Lt. Governor
from 1994-96 and 2006-08 respectively.
She was a Member of the National Parliament in the 9th and 10th Parliament. She also served as the Chairman of
the Parliamentary Standing Committee for the Ministry of Foreign Affairs, Government of Bangladesh from 2012-
13, in the ninth Parliament.
Mr. Md. Shamsuzzaman (Nominated by Liberty Knitwear Ltd.)

Vice Chairman
Mr. Md. Shamsuzzaman, a Nominee Director of Liberty Knitwear Ltd. is the Vice Chairman of Midland Bank Limited.
In his previous term, he acted as the Chairman of Risk Management Committee and Member of the Audit
Committee of the Bank. He is a Textile Engineer and a prominent industrialist of Bangladesh. He is active in many
community development and social service programs.
Mr. Master Abul Kashem

Director
Master Abul Kashem is the Director of Midland Bank Limited. He is also a Sponsor Director and a member of the
Executive Committee of MDB. He has over 27 years of experience in the Iron& Steel industry. He was the highest tax
payer in Chittagong District for four times - three consecutive years - 2009, 2010 & 2011 and for the year of 2016.
He is a member of the Chittagong Seniors’ Club Ltd., a life member of Sitakunda Samity Chittagong and Maa-O-
Shishu Hospital and also a member of Sitakunda Community Police Committee. He is an Ex-member of the Executive
Committee of Bangladesh Ship Breakers and Recyclers Association, Ex-President of Shitalpur High School and
Shitalpur Gouchia Madrasha, Shitakunda, Chittagong.

Director
Professor Dr. Kazi Shahidullah is a Sponsor Director and Chairman of the Board Audit Committee of Midland Bank
Limited. Dr. Shahidullah, currently the Chairman of University Grants Commission (UGC) of Bangladesh, is a well-known
academic and Ex-Professor of History at Dhaka University. Previously He was the Vice-Chancellor of National University
from 2009 to 2013. Professor Kazi Shahidullah holds an M.A. degree from the University of British Columbia and a Ph.D
from the University of Western Australia. He is a Director of Hong Kong Shanghai Manjala Textiles Ltd. He is an active
member of the community and a proponent of higher education. Dr. Shahidullah participated in many high profile
seminars and workshops at home and abroad. He is associated with various social and cultural organizations. He is a
life member of Begum Zebunnesa & Kazi Mahabubullah Jono Kallyan Trust, Bangladesh ltihas Samity and Asiatic Society
of Bangladesh.
Page | 149
Mr. Kazi Omar Zafar
Director
Mr. Kazi Omar Zafar is a Sponsor Director and a member of the Executive Committee of Midland Bank Limited After
completing B.F.A. Degree from Clark University in the USA, Mr. Kazi Omar Zafar started his early career as an exhibiting
artist in New York. His 21 years business career began with ship management in Greece and in Bangladesh as the
Managing Director of Refresh 360 Ltd that ran as a 30 animation company for few years. During in his formative
business years also he ran the Reliance Textile Industries, after which he went back to Greece and then shortly
returned to Bangladesh as consultant for Chinese firms; whereby successfully implemented Bangladesh's first large
scale Chinese G to G investment in the Fertilizer sector. Mr. Zafar is one of the active Directors of Hong Kong Shanghai
Manjala Textiles Ltd. (HSMTL). Mr. Zafar has ventured into the energy business as CEO, where his family owned
company Hong Kong Shanghai Manjala Power Ltd. (HSMPL) has recently signed agreement with GOB to implement
offshore LNG Terminal project. Simultaneously, Mr. Zafar is working with various foreign JV partners for the LNG
business and for future energy infrastructure business in Bangladesh. Mr. Zafar, is an energetic and promising
entrepreneur and apart from his numerous business interests in Bangladesh and abroad, Mr. Zafar is also an avid
sportsman who constantly participates in Squash tournaments. Mr. Zafar is compassionate about social responsibility
and contributes to philanthropic services for the underprivileged women and children. This apart, he has affiliation
with a number of social groups. He has visited a good number of countries across the globe on different occasions of
businesses. He is a donor trustee of Begum Zebunnessa and Kazi Mahabubullah Jono Kallayan Trust.

Director
Ahsan Khan Chowdhury was born in Dhaka, Bangladesh on September 6, 1970. He is the Chief Executive Officer and
Chairman of PRAN-RFL Group, one of the leading business conglomerates in Bangladesh. Mr. Chowdhury initially
studied in Dhaka and later for higher studies; he went to USA where he graduated from Wartburg College Iowa in
1992.
Mr. Chowdhury started his business career in the family Real State, Food, Plastic and Light engineering business. He
worked in all three fields and was extremely successful in making profitable deals for his company. Under his dynamic
leadership, PRAN-RFL Group earned extensive acceptability & recognition in Bangladesh as well as globally in a short
span of time. Today, it is the fastest growing corporate in Bangladesh, which contributes significantly to the socio
economic development of the country. Currently the group has diversified interest in Agro-processing, Food and
Plastic, Light Engineering, Banking etc. The group has its own production facilities in 13 different locations all over
Bangladesh. The Group is directly employing over 95,000 people and another 1,500,000 people subsists of PRAN-RFL
Group. Over the last 26 years, Mr. Chowdhury's role is instrumental in the success of the Group. By profession he is
an entrepreneur, but he is a pioneer on several fronts. He is known as an executive in the fields of sales, marketing
and business development. From the start of his career, he had special focus on Sales & Marketing with a strong vision
to make his products and services available in every shop even the remotest parts of the country. He travels all over
Bangladesh to build up the strong sales and distribution network. Today the group occupies a market share of almost
65 % of the industry in Bangladesh in spite of the tough competition of the multinational companies.
Mr. Chowdhury strongly believes that in spite of Bangladesh being the world's most densely populated and poorest
country, there is a lot of potential for development if given an opportunity. Bangladesh is considered as an agro based
country but now with the changing trend the economy is rapidly developing to market based economy and thus it is
emerging as a strong and competitive industrial based country. Bangladesh is endowed with vast human resource in
the world and if properly utilized, they can prove to be most valuable asset for the development of the economy.
After winning the hearts of millions in Bangladesh, Mr. Chowdhury focused on export market. He travelled extensively
in all continents, focusing on North America, Europe, Africa, and Asia to enrich and develop the markets. Under his
charismatic and effective leadership the group has established overseas offices in Dubai, Oman, India, Africa, Malaysia
and Spain. Currently, his group is exporting its products to over 134 countries of the world. In recognition of Mr.
Chowdhury's outstanding contribution in exports his company was awarded with Best Exporters Trophy for last 13
consecutive years by the government of Bangladesh. His current mission is to emerge as the first Bangladeshi
Page | 150
Multinational company with production facilities in different parts of the world. As a stepping stone, his company has
successfully installed its production facility in India and Nepal.
Mr. Chowdhury's father, Late Major General Amjad Khan Chowdhury (Retd.), was a soldier turned into a businessman
who started the family business in 1980 with the strong support of his mother, Sabiha Amjad, who continually worked
with him to establish the business. His wife, Seema Chowdhury, is carrying out the responsibility as a Director in her
husband's business, contributing to the success of all industrial ventures. This couple has two daughters, Samia and
Sameen who are also planning to join their father's business after completing their studies in Canada.
Mr. Chowdhury is an active member of all Trade and Commerce bodies, associations & clubs in Bangladesh. He is
involved in many socio-economic activities to serve the community. He is deeply involved in every aspect of his
business on regular basis, working hand in hand with his employee s. He works long hours and starts his day very early
and work till late night. He can be described as a successful and energetic entrepreneur, workaholic, and hands on
manager. He is an optimistic and has a very pleasant personality.
Mr. Rezaul Karim (Nominated by Reedisha Knitex Ltd.)

Director
Mr. Rezaul Karim is a member of the Board of Directors of Midland Bank Limited as the Nominee Director of Reedisha
Knitex Ltd.. He is also the "Chairman of the Executive Committee" of the Bank. He is a well-known and respected
personality in the business community of Bangladesh for more than 39 years.
Mr. A.K.M. Badiul Alam (Nominated by Garments Export Village Ltd.)

Director
On completion of post-Graduation with Honours in Management from Dhaka University, Mr. A.K.M. Badiul Alam
chosen "Business" as his profession. Glorious family background of Kasba, Brahmanbaria has inspired him to go
forward. He established a small textile weaving unit in 1984. Thereafter, he turned his business line to the trend of
national demand of the time. He has a successful story in marketing, networking for exporting RMG's as well as in
Apparel Manufacture. AMTRANET GROUP now is one of the prominent RMG Exporter from Bangladesh.
Mr. A.K.M. Badiul Alam is a member of the Board of Directors of Midland Bank Limited as the nominee Director of
Garments Export Village Ltd.. He is also member of the Executive Committee of the Board of Directors of the Bank.
His initiatives have created employment too many unemployed and made unskilled workers to valuable workforce
who are now rendering their labour and efforts for development of the national economy. Besides RMG
Manufacturing and exporting, Mr. Alam also taken initiatives to establish companies relating to Electricity
generation, Oil refinery. He has also involved with the Medical service, Technical education, traditional and
International standard basic educational institutions. He has earned name & fame by voluntary welfare service to
his local native people.
For extra ordinary performance in RMG Export, recently Mr. Alam has been awarded CIP status by the Ministry of
Commerce, Government of Peoples Republic of Bangladesh. He served as elected Director of BGMEA for the 2019-
2021 term.
Mr. Md. Kamal Hossain (Nominated by That’s It Sportswear Ltd.)

Director
Mr. Md. Kamal Hossain is a Member of Board of Directors of Midland Bank Limited as the Nominee Director of That's
It Sportswear Ltd. He is also a Member of Board Audit Committee of the Bank.
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Mr. Hafizur Rahman Sarker (Nominated by Beq Knit Ltd.)
Director
Mr. Hafizur Rahman Sarker is a Member of the Board of Directors of Midland Bank Limited. He represents Beq Knit
Ltd. in the Board. Mr. Sarker is a renowned businessman in Bangladesh who started his career in 1988 having more
than 31 years' experience in the Garments, Textiles and IT sectors. Being an industrialist and member of various
business and social organizations like BGMEA, BTMA, DCC, Gulshan Club, Uttara Club, Kurmitola Golf Club and Savar
Golf Club (SGC). He has been contributing to the national economy, job creation and socio-economic development
of the country and is a well-travelled person and visited Europe, USA, Australia, China, and many Asian countries.
Among others, he is the founder member of the following organizations.
Mr. Abdul Momin Mondol (Nominated by Mondol Fabrics Ltd.)

Director
Mr. Abdul Momin Mondol is a member of the Board of Directors as well as a member of Executive Committee of the
Board of Directors of Midland Bank Limited as Nominee Director of Mondol Fabrics Ltd.. He is a well-known
personality in RMG business sector in Bangladesh for more than 20 years. He is one of the members of the 11th
Bangladesh National Parliament from Bangladesh Awami League from his constituency Sirajganj-5. He was an
elected Director of BGMEA during 2011-2012 session. Presently Mr. Abdul Momin Mondol is the Managing Director
of Mondol Group, which is a well reputed and renowned business conglomerate in Bangladesh. Mondol Group is
engaged in export business all around the globe for more than 25 years and earned excellence. Mondol Group
consists of various sister concern along with a prominent garments accessories manufacturing unit and a member
of the Dhaka Stock Exchange namely Mondol Securities Ltd. He has been nominated 4 times as CIP by the
Government of the People Republic of Bangladesh. For his contribution to the export of the country, different
entities of Mondol Group consecutively awarded with National Export Trophy and other recognitions by the
Government. Mr. Abdul Momin Mondol is known as a philanthropist and prominent personality in his locality and
to the entire business community.

Director
Mr. Kazi Raihan Zafar is a Sponsor Director of Midland Bank Limited joined the Board of Directors with effect from
24 March 2019. He completed B.F.A. Degree from Parsons School of Design, New York, USA. Since returning to
Bangladesh, Mr. Zafar is engaged in his family owned Textile business i.e. Hong Kong Shanghai Manjala Textiles Ltd.
(HSMTL) as one of the active Directors. He is also a Director of Hong Kong Shanghai Manjala Power Ltd. (HSMPL).
The power company has agreement with GOB to implement offshore LNG Terminal project. Simultaneously, Mr.
Zafar is working with various foreign JV partners for the LNG business and for future energy infrastructure business
in Bangladesh. Mr. Zafar is an energetic and promising entrepreneur and apart from his numerous business interests
in Bangladesh and abroad, Mr. Zafar is compassionate about social responsibility and contributes to philanthropic
services for the underprivileged women and children and has affiliation with a number of social groups. He has visited
a good number of countries across the globe for businesses purpose. He is a donor trustee of Begum Zebunnessa
and Kazi Mahabubullah Janakalyan Trust.
Mr. Dr. Mostafizur Rahman (Nominated by Popular Pharmaceuticals Ltd.)

Director
Dr. Mostafizur Rahman is a member of the Board of Directors of Midland Bank Limited He is acknowledged as a role-
model for his breakthrough entrepreneurship in providing complete healthcare services in Bangladesh for the last
37 years. Dr. Mostafizur Rahman is the founder of Popular Group that engaged in Diagnostic services,
Pharmaceuticals Manufacturing, Hospital Services and Medical Education. Currently, he is the Managing Director of
the companies within the Group. Dr. Rahman established Popular Diagnostic Center in June 1983. Now Popular
Diagnostic Centre Ltd. is the synonym of the Center of Patients’ Confidence where thousands of patients are getting
appropriate treatment through accurate world class diagnostic services. He established Popular Pharmaceuticals
Page | 152
Ltd. in 2005. Popular Pharmaceuticals has created new wonder in Bangladesh pharmaceuticals sector within a very
short span of time by adding innovative technologies in its manufacturing operations. Popular Pharma has
revolutionized the pharmaceutical market of Bangladesh by producing wide range of medicines including High- tech
Antibiotics, Insulin, Hormones, Vaccines and Cardiovascular products.
In 2009, he established most modern “Popular Specialized Hospital Ltd.” with a vision of delivering world-class
hospital services to the patients. Afterwards in 2010, he opened another chapter in the history of Popular Group by
establishing Popular Medical College and Hospital Ltd. to deliver qualified and knowledgeable physicians for
providing updated health services to the people of the country. He always loves to work in an exceptional realm
other than stereotype. He has engaged himself in different research works apart from rendering health services. In
the meantime, he is carrying out research works with John Hopkins University (USA), Nagasaki University (Japan),
ICDDRB (Dhaka), and “Dhaka Shishu Haspatal”. He is also engaged with different social welfare-oriented works
besides giving healthcare services. He is the member of executive committee of Bangladesh Private Clinic and
Diagnostic Owners’ Association and Executive Committee Member of Bangladesh Association of Pharmaceutical
Industries (BAPI), life member of Bangladesh Heart Foundation, Bangladesh Society of Pathologist, Bangladesh Ultra
Sonogram Society, Bogra Shomity, Shandhani, Bogra and Lions Club, Lalbagh, Dhaka. He was also awarded as
Commercially Important Person (CIP) by the Ministry of Industry of the People’s Republic of Bangladesh in 2016.

Director
Ms. Anushka Mehreen Zafar is a Sponsor Director of Midland Bank Limited joined the Board of Directors with effect
from 24 March 2019. She has an M.A. in Health Communication from Emerson College, Boston, USA. After returning
to Bangladesh she worked in different Non-Government Organization and contributed in the Health sector of the
country. Ms. Anushka Mehreen Zafar has considerable social affiliations. She has travelled widely across Asia, Europe
and North America on professional and personal trips. With a compassion for the underprivileged, she is involved in
various philanthropic work in the community. She is a Donor Trustee of Begum Zebunnessa and Kazi Mahabubullah
Janakalyan Trust.
Mr. Md. Wahid Miah

Director
Mr. Md. Wahid Miah is a Sponsor Director of Midland Bank Limited. He is a very successful businessman and has
over 30 years of experience in Textiles, Garments and Jute industry of the country. Under his dynamic Management
Karim Jute Spinners Ltd. was awarded 'Agrani Bank Trophy' for being best export performers in 2010 and won the
2011 'National Export Trophy' for the largest exporters of Jute yarn. Mr. Wahid Miah is a humanitarian who is
passionately involved in encouraging social awareness. Mr. Wahid regularly donates to educational institutions and
promotes women's education. He is one of the largest donors to Muslim Missions and educational institutions. He
is a life member of Faridpur Diabetic Samitee and an Executive Member of Bangladesh Textile Mills Association.
Mr. Mahbubul Hady Fazle Rab

Independent Director
Mr. Mahbubul Hady Fazle Rab joined the Board of Directors of Midland Bank Limited with effect from December 06,
2018. He spent his career as Banker having diversified experience in Risk Man-agement, Credit Administration, Risk
Assessment and Structuring with multi-country experience. Initially he started his job with American Express Bank,
Dhaka in 1991 and later served Standard Chartered Bank and Barclays Bank in Dubai in various responsible positions.
Before retirement from his 25 years banking career, he served at Al Hilal Bank, Abu Dhabi, UAE as Senior Vice
President- Corporate Credit. At present, he is engaged in consultancy through his own firm i.e. RAB Consulting, FZE,
RAK, UAE. Mr. Mahbubul Hady Fazle Rab is an MBA with major in Finance from IBA, University of Dhaka.
Page | 153
Mr. Nazimuddin Chowdhury
Independent Director
Mr. Nazimuddin Chowdhury joined the Board of Directors of Midland Bank Limited with effect from 26 February
2019. He is also a member of the Board Audit Committee. As a veteran Civil Servant, he has experience in working
at the highest level of the Government. He served in different ministries in his career which includes Ministry of
Agriculture, Defense, Health and Family Welfare, Commerce, Railway, Establishment, ERO, Women and Children
Affairs, Home Affairs and Energy and Mineral Resources. Before retirement from the Government Service, he served
as the Secretary of Ministry of Energy and Mineral Resources. Mr. Nazimuddin Chowdhury has vast experience in
the role Director of different Government and private sector companies which includes Bangladesh Infrastructure
Finance Fund Limited (BIFFL) and MJL (BO) Ltd.. He also served as the Chairman of the Board of Directors of Omera
Petroleum Ltd. Mr. Nazimuddin Chowdhury earned his Masters of Arts in History with Honours from University of
Dhaka. He has also earned a second Masters degree in Government Financial Management from University of Ulster,
Northern Ireland, UK.
Mr. Md. Ahsan-uz Zaman

Mr. Md. Ahsan-uz Zaman is the Managing Director & CEO of Midland Bank Limited (MDB). Prior to joining MDB, Mr.
Ahsan-uz Zaman was working for Mutual Trust Bank (MTB) as Additional Managing Director with responsibility for
business catering to companies and individuals, International Trade Services, Information Technology and
Alternative Delivery Channels. He initially joined MTB as Deputy Managing Director in July, 2009 and was
instrumental in developing existing and new client relationships, new business initiatives, assist in recruiting key
officers, providing strategic direction and managing risk by chairing various Committees of the Bank. Prior to MTB,
Mr. Ahsan-uz Zaman worked for Bank of America in New York, at its Global Wealth and Investment Management
Division with responsibility for business across a wide assigned territory. He has diversified banking experience,
having worked at home and abroad, serving JP Morgan Chase Bank, Morgan Stanley, BNP Paribas and ANZ Grindlays
Bank where he joined as a Management Trainee in Dhaka in 1982. Mr. Ahsan-uz Zaman completed his MBA from
the Institute of Business Administration of University of Dhaka and is an accredited mediator. He attended seminars
on Risk Management and Capital Markets conducted by BNP Paribas in New York and received credit training
conducted by ANZ Grindlays Bank in London, Melbourne and Mumbai including training courses on deposits,
operations management, foreign trade, foreign exchange and presentation skills.
(h) Loan status of the issuer, its directors and shareholders who hold 10 % or more shares in the paid-up capital
of the issuer in terms of the CIB Report of Bangladesh Bank:
Neither the company nor any of its directors and shareholders who holds 10% or more shares in the paid-up capital
of the Issuer is loan defaulter.
(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:
Date of Overall Salary Paid for

Position During Educational Previous
Name Age Joining in the Experience the Financial
the Year 2021 Qualification Employment
Company (in year) Year 2021
Mr. Md. Ahsan- MBA (IBA), Dhaka Mutual Trust
MD and CEO 60 Years 15-Jul-14 39 years 18,385,000
uz Zaman University Bank Ltd.
Mr. Md. Zahid M.Com in Finance, Mutual Trust
DMD & CRO 51 Years 2-Jul-15 26 years 6,304,258
Hossain Dhaka University Bank Ltd.
Head, Al-Arafah
Mr. Mohd. Javed M.Com in Marketing, 4,136,090
Institutional 48 Years 20-May-13 21 years Islamic Bank
Tarek Khan Dhaka University
Banking Division Ltd
Page | 154
Date of Overall Salary Paid for
Position During Educational Previous
Name Age Joining in the Experience the Financial
the Year 2021 Qualification Employment
Company (in year) Year 2021
Head, Financial FCA, ICAB;
Mr. Md. Zahirul Prime Bank
Administration M.Com in Accounting, 49 Years 21-Aug-14 24 years 4,244,965
Islam, FCA Ltd.
Division & CFO National University
Head, Retail
Mr. Md. MBA in Accounting, Bank Alfalah
Distribution 45 Years 26-Feb-15 21 years 4,397,267
Ridwanul Hoque University of Chittagong Ltd.
Division
Mr. Khondkar Head, MSS in Public
Towfique International Administration, Rajshahi 45 Years 21-Aug-14 15 years 4,636,109 HSBC
Hossain Division & NRB University
Head,
Mr. Md. Nazmul Information M. Sc. in Electronics & 4,615,292 Mutual Trust
47 Years 1-Aug-16 22 years
Huda Sarkar Technology Computer Science, SUST Bank Ltd.
Division & CTO
Head, Credit Risk Standard
Mr. Mostafa 4,020,021
Management MBM, BIBM 44 Years 10-Apr-16 16 years Chartered
Sarwar
Division Bank Ltd.
Head, Credit
Mr. A. K. M. M.Com in Management, The City Bank
Administration 44 Years 12-Feb-18 19 years 2,901,582
Ashiqur Rahman National University Ltd.
Department
Head, Internal
Mr. Mohammad M.Com in
Control &
Syejuddin Management, National 43 Years 1-Sep-14 15 years 2,829,308 AB Bank Ltd.
Compliance
Ahmmed University
Division
CFA Charter Holder, CFA
Head, Treasury &
Mr. Nazmul Institute, Virginia, USA; Eastern Bank
Market Risk 36 Years 2-Sep-14 13 years 3,723,347
Ahsan BBA in Finance, University Ltd.
(Front)
of Dhaka
Mr. Md. Ahsan Head, SME M.Com in Management, Mutual Trust
45 Years 12-Jan-15 18 years 2,627,620
Jamil Hossain Banking Division National University Bank Ltd.
Mr. Md. Asraful Head, Legal LLM, Islamic University, Jamuna Bank
46 Years 03-May-21 15 years 1,101,935
Alam Division Kushtia Ltd.
Head, HR
Mr. Tapash MBA in Marketing, Eastern Bank
Management 44 Years 28-Jun-16 17 years 3,806,874
Chakraborty University of Chittagong Ltd.
Division
Mr. Nakul
Head, General Eastern Bank
Chandra MBA in HRM, IIUC 45 Years 31-May-18 21 years 3,099,648
Services Division Ltd.
Debnath
FCS from ICSB,
Mr. Khalid M.Com (Marketing) from
Company Meghna Bank
Mohammad NU, MPA (International 41 Years 10-Jun-18 17 years 2,432,755
Secretary Ltd.
Sharif, FCS Economic Relations) from
DU and LL.M from BUP
Acting Head,
Mr. Ashraful Bank Alfalah
Operations MBA in Marketing, NSU 41 Years 28-Dec-17 16 years 1,844,788
Alam Ltd.
Division
Head, Treasury
Mr. Iftekhar Back Office Eastern Bank
BBA in Finance, NSU 37 Years 29-Dec-19 10 years 1,789,248
Alam Operations Ltd.
Department
Mr. Mohammed Head, Public Mercantile
MBA in Marketing, NSU 47 Years 24-Jun-13 20 years 2,288,576
Rashadul Anwar Relations Division Bank Ltd.
Head, Risk ACMA,
Mr. Md. Premier Bank
Management MBM, BIBM 37 Years 6-Jun-13 9 years 1,105,187
Humayoun Kabir Ltd.
Division
Head, Special
Shahjalal
Mr. Md. Abdur Assets MA in Philosophy, National
37 Years 15-Feb-21 10 years 858,900 Islami Bank
Rahim Management University
Ltd.
Department
Advisers Advisers
Not Applicable
Consultants Consultants
Page | 155
(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:
There were no changes in the 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 except the position of
Company Secretary.
(k) A profile of the sponsors including their names, father’s 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:
Name of the Sponsors, Educational Positions/Posts

Sl
Father’s Name, Age, Personal Qualification and Other Ventures of Each Sponsor
No Past Present
Address Experience
Name: Mr. Kazi Zafarullah

Educational
Father’s name: Late Kazi
Qualification: Hong Kong Shanghai Manjala
Mahbubullah Sponsor
1 MA (History) Sponsor Textiles Ltd.
Age: 73 years Shareholder
Experience:
Personal Address: House-4/A,
46 years
Road-73, Gulshan-2, Dhaka
Name: Mrs. Nilufer Zafarullah Educational

Father’s name: Late Abdul Latif Qualification:
Hong Kong Shanghai Manjala
2 Age: 73 years B. Arch. Sponsor Chairman Textiles Ltd.
Personal Address: House-4/A, Experience: 26
Road-73, Gulshan-2, Dhaka years
Name: Mr. Kazi Omar Zafar

Educational
Father’s name: Mr. Kazi
Zafarullah
3 B.F.A Sponsor Director Textiles Ltd.
Age: 48 years
Experience: 27
Years
Name: Ms. Anushka Mehreen

Zafar Educational
Father’s name: Mr. Kazi Qualification: Hong Kong Shanghai Manjala
4 Zafarullah MA Sponsor Director Textiles Ltd.
Age: 34 years Experience: 14
Personal Address: House-4/A, Years
Name: Mr. Kazi Raihan Zafar

Educational
Father’s name: Mr. Kazi
Zafarullah
5 B.F.A Sponsor Director Textiles Ltd.
Age: 44 years
Experience: 15
Years
Educational Hong Kong Shanghai Manjala

6 Name: Mr. Dr. Kazi Shahidullah Sponsor Director Textiles Ltd.
Qualification:
Page | 156
Sl
No Past Present
Address Experience
Father’s name: Late Kazi Ph. D
Mahbubullah Experience: 46
Age: 70 years Years
Personal Address: House-403,
Road-27 (Old), Dhanmondi
R/A, Dhaka
Name: Mr. Kazi Ekramullah
Father’s name: Late Kazi Educational
Mahbubullah Qualification: Hong Kong Shanghai Manjala
Sponsor
7 Age: 69 years BBS Sponsor Textiles Ltd.
Shareholder
Personal Address: House-403, Experience:
Road-27 (Old), Dhanmondi 40 years
R/A, Dhaka
Name: Mrs. Sabiha Mahboob
Father’s name: Late Kazi Educational
Mahabubullah Qualification: Not involved in any other
Sponsor
8 Age: 68 years BA Sponsor venture
Shareholder
Personal Address: House-403, Experience:
Road-27 (Old), Dhanmondi N/A
R/A, Dhaka
Name: Ms. Scherezad Joya
Monami Latif Educational
Father’s name: Late Shahed Qualification: Not involved in any other
Sponsor
9 Latif Ph. D Sponsor venture
Shareholder
Age: 50 years Experience: 25
Personal Address: 11, Eskaton years
Garden, Dhaka
Name: Mr. Abdullah Ahmed
Yousuf
Educational
Father’s name: Late A.A.
Qualification: Not involved in any other
Siddiqur Rahman Sponsor
10 BA Sponsor venture
Experience: 42
Personal Address: House-403,
years
Road-27 (Old), Dhanmondi
R/A, Dhaka
Name: Late Mr. M.
Moniruzzaman Khandaker
Educational Sponsor
Father’s name: Late Sayed Ali
Qualification: (Deceased -
Khandaker Khandaker & Associates
11 LLB Sponsor Shares
Age: N/A
transferred to
Personal Address: 20/3, Babar,
Experience: N/A successors)
Road, Block-B, Mohammadpur,
Dhaka
Page | 157
Sl
No Past Present
Address Experience
Name: Mr. Khandaker Rashed-
S-Zaman
Educational
Father’s name: Mr. M.
Qualification:
Moniruzzaman Khandaker Sponsor Khandaker & Associates
12 MBA Sponsor
Experience:
Personal Ad0dress: 20/3,
24 years
Babar, Road, Block-B
Mohammadpur, Dhaka
Name: Mr. Nazib Ahmed
Mother Telecommunication
Father’s name: Late Kabir Educational
Uddin Ahmed Qualification: M/S Uttara Filling & CNG Station
Sponsor
13 Age: 64 Years B. Com Sponsor
Shareholder Shaheed Arif Krishi Khamarbari
Personal Address: House No Experience: 39
14/A, Road No 68, Gulshan-2, years Ltd.
Dhaka
Name: Mrs. Ishrat Ahmed
Father’s name: Dr. Roisuddin Educational Mother Telecommunication
Ahmed Qualification:
14 Sponsor
Age: 54 Years MA Sponsor Shaheed Arif Krishi Khamarbari
Shareholder
Personal Address: House No Experience: Ltd.
14/A, Road No 68, Gulshan-2, 31 years
Dhaka
Name: Ms. Dr. Fahmida Haque
Educational
Father’s name: ABM Zahurul
Qualification: Not involved in any other
Haq Sponsor
15 MBBS Sponsor venture
Age: 55 Years Shareholder
Experience:
Personal Address: 82/2/E West
29 years
Rajabazar, Post:Tejgaon, Dhaka
Name: Late Mrs. Ela Haque
Father’s name: Ashish Sponsor
Educational
Sarbakar (Deceased - Troma Centre and AO
Qualification:
16 Age: N/A Sponsor Shares Orthopedic Hospital Ltd.
B. Sc.
Personal Address: House No. transferred to
Experience: N/A
02 Road # 07 Sector #9, Uttara, successors)
Dhaka
Name: Late Mr. Niranjan
Chandra Saha
Father’s name: Late Profullah
Educational Eastern Yarn Trade Agency
Chandra Saha
Qualification: Sponsor
17 Age: N/A Sponsor
SSC Shareholder G. N. Cotton Spinning Mills Ltd.
Personal Address: House No
Experience: N/A
55/11 S.M. Malek Road
Post:Narayangonj,
Narayangonj
Page | 158
Sl
No Past Present
Address Experience
Name: Mrs. Salina Maksuda
Father’s name: M. Moslem Ali Educational
Age: 60 Years Qualification: Not involved in any other
Sponsor
18 Personal Address: Sheltech HSC Sponsor venture
Shareholder
Monisha, House No. 125, Flat- Experience:
E, Road No. 4, Block-A, Banani, N/A
Dhaka
Name: Mr. Basudev Saha
Father’s name: Late Kishori Educational
Mohan Saha Qualification: J.M. Salt Factory
19 Sponsor
Age: 62 Years B.Com. Sponsor
Shareholder B.M. Traders
Personal Address: House No Experience: 39
62 Road 62 Gurkha Doctor years
Lane, Chittagong
Bangla Tel Ltd.

Jibondhara Solutions Ltd.
BD Link Communications Ltd.
Name: Reedisha Knitex Ltd. Kohinoor Chemical Co. (BD) Ltd.

Represented by: Mr. Rezaul Reedisha Knitex Ltd.
Karim Educational
Reedisha Textipe Ltd.
Father’s name: Late Fazlul Qualification:
20 Karim B.Com. Sponsor Director Reedisha Spinning Ltd.
Age: 65 Years Experience: 29 P.A Knit Composite Ltd.
Personal Address: House no. Years
Reedisha Printing and Packaging
46, Road nO 1/A, Block I,
Banani, Dhaka. Ltd.
Reedisha Blended Yarn Ltd.
Reedisha Trading & Distribution
Co.
Montex Fabrics Ltd.
Name: Mondol Fabrics Ltd. Mondol Fabrics Ltd.

Represented by: Mr. Abdul Mark Sweater Ltd.
Momin Mondol
Father’s name: Mr. Abdul Knitex Dresses Ltd.
Majid Mondol Educational
Age: 42 Years Mondol Intimates Ltd.
Qualification: BBA
21 Personal Address: Mondol Sponsor Director
Experience: 23 Cotton Field (BD) Ltd.
Group, Corporate Office, Plot Years
79/A, Le Meridien Commercial Mondol Fashions Ltd.
Space Level-5 (Block-2, 3 & 6),
Airport Road, Nikunja-2, Mondol Apparels Ltd.
Khilkhet, Dhaka Alim Knit (BD) Ltd
Mondol Knit Tex Ltd.
Page | 159
Sl
No Past Present
Address Experience
Cotton Club (BD) Ltd.
Cotton Clothing (BD) Ltd.
Tropical Knitex Ltd.
Appollo Fashions Ltd
Appollo Knitwears (BD) Ltd.
Mondol Yarn Dyeing Ltd.
Mondol Knitwears Ltd.
Montrims Ltd.
Trims International (BD) Ltd.
Appollo Packaging (BD) Ltd.
Mondol & Co. Ltd.
Mondol Securities Ltd.
Mbrella Ltd.
Eco Intimates Ltd.
Cotton Clout (BD) Ltd.
Mondol Spinning Mills Ltd.
Mondol Knit Composite Ltd.
Mondol Auto Bricks Ltd.
Uttara Poultry Complex Ltd.
Panama Agro Complex Ltd.
Haji-Abdul Majid Mondol

Foundation
Page | 160
Sl
No Past Present
Address Experience
Micro Fibre Ltd.
Orient Chem-Tex Ltd.
Midland Knitwear Ltd.

Name: Liberty Knitwear Ltd.
Represented by: Mr. Md. Fortune Chemical (BD) Ltd.
Shamsuzzaman
Father’s name: Mr. Md. Lutfur Educational A-One Polar Ltd.
Rahman Qualification:
Vice Chairman Tubingen Chemicals (BD) Ltd.
22 B.Sc. (Textile Eng.) Sponsor
Age: 61 Years Experience: 30 Sungarh Tex Ltd.
Personal Address: Navana years
Pristine (6th & 7th Floor), 128 Micro Trims Ltd.
Gulshan Avenue, Block- CEN
(H), Gulshan, Dhaka Micro Logistics Ltd.
SRZ Knittex Limited
Shahjibazar Power Co. Ltd.
Petromax Refinery Ltd.
Ha-Meem Travel Ltd.
Explore Lingerie Ltd.
Fauji Chatkal Ltd.
Name: That's It Sportswear Ltd. M H Sports Wear Ltd.

Represented by: Mr. Md. M H Design Ltd.
Kamal Hossain Educational
Father’s name: Md. Motaleb Qualification: MA M H Jute Mills Ltd.
23 Sponsor Director
Hossain Experience: 17
Age: 38 years years Modern Cargo Carrier Ltd.
Personal Address: 387 (South), Explore Garments Ltd.
Tejgaon I/A, Dhaka
That’s IT Fashions Ltd.
Shahzaib Washing and Dyeing

Ltd.
Banga Engineering Company

Ltd.
Name: Refat Garments Ltd. Refat Garments Ltd.

Represented by: Mrs. Shahnaj Educational Bango Engineering Co. Ltd.
24 Parveen Qualification: HSC Sponsor
Sponsor
Father’s name: Md. Sohrab Experience: 29 Shareholder Next Collection Ltd.
Shaikh years
Age: 51 Years Next Garments Ltd
Page | 161
Sl
No Past Present
Address Experience
Personal Address: 387 (South),
Tejgaon I/A, Dhaka
Hazrat Amanat Shah Spinning
Name: Hazrat Amanat Shah Mills Ltd.
Spinning Mills Ltd.
Represented by: Mrs. Lutfa Amanat Shah Weaving
Begum Educational Processing Ltd.
25 Father’s name: Late Abdul Qualification: SSC Sponsor
Sponsor Hazrat Amanat Shah Securities
Hannan Experience: 18 Shareholder
Age: 51 Years years Ltd.
Personal Address: City Centre Amanat Shah Fabrics Ltd.
(Level-24) 90/1 Motijheel C/A,
Dhaka M/s Goldenaize Enterprise
Name: Garments Export Village Garments Export Village Ltd.

Ltd.
Represented by: Mr. A.K.M. Amtranet Ltd.
Badiul Alam Educational Bravo Apparel Manufacturer
Father’s name: Late M A Qualification: Ltd.
26 Rahim M.Com. Sponsor Director
Age: 64 Years Experience: 24 Eden Multicare Hospital Ltd.
Personal Address: Maa Tower years
(7th Floor), KBM Road, Tongi, Petromax Refinery Ltd.
Industrial Area, Tongi-1710, Zenith Islamic Life Insurance Ltd.
Dist.- Gazipur
Legato Service Ltd.

Name: Beq Knit Ltd.
Beq Knit Ltd.
Represented by: Mr. Hafizur
Beq Sweaters Ltd.
Rahman Sarker Educational
Beq Fabrics (Pvt.) Ltd.
Father’s name: Md. Qualification:
27 Badiuzzaman Sarker MBA Sponsor Director C.K Sweaters Ltd.
Age: 59 Years Experience: 31 Tammam Design Ltd.
Personal Address: House 47, years Lusaka Fashions Ltd.
Road 11, Sector- 10, Uttara, Tista Dredgers & Constructions
Dhaka Ltd.
Name: Badsha Textiles Ltd.

Represented by Badsha Mia Educational Badsha Textiles Ltd.
Father’s name: Alhaj Abdul Qualification: Self
28 Aziz Mia Educated Sponsor Sponsor Kamal Yarn Ltd.
Age:59 years Experience: 41 Pioneer Sweaters Ltd.
Personal Address: 28 Dilkusha Years
C/A, Dhaka, Bangladesh
Page | 162
Sl
No Past Present
Address Experience
Name: Mr. Master Abul
Kashem Mother Steel & Oxygen Ltd.
Father’s name: Mr. Abdul
Munaf Educational Mother Steel Ltd.
Age: 56 years Qualification:
29 Personal Address: Master BA Sponsor Director MAK Corporation
Bhaban, Experience: 26 Master Steel Re-Rolling Mills
Agrabad Access Road, Plot 02, years
Road 02, Lane 01, Block L, AIBL Capital Market Services Ltd.
Halishahar Housing Estate,
Chittagong
Silver Dal Mills Ltd.
Name: Mr. Mohammed Jamal lshfar Oil Mills Ltd.

Ullah Educational
Father’s name: Late Md. Qualification: Shezad Food Products Ltd.
Sponsor
30 Younus Graduate Sponsor
Shareholder Silverbell Properties Ltd.
Age: 64 years Experience:
Personal Address: 263 26 years Bismillah Store
Khatungonj, Chittagong
M/s. Mohammed Jamal Ullah
Name: Mr. Al-haj Mohammed

Issa Badsha Badsha Group
Educational
Father’s name: Late Badsha Zuma Enterprise
Qualification:
Miah Sponsor
31 B. Com. Sponsor
Age: 57 years Shareholder Musa & Issa Bros.
Experience:
Personal Address: House: 13,
39 Years M. M. Enterprise
Road: 5, Khulshi Hill, Khulshi,
Chattogram
Agricultural Marketing Company
Ltd.
Kaliganj Agro Processing Ltd.
Banga Bakers Ltd.
Banga Millers Ltd.
Chorka Textile Ltd.
Name: Mr. Ahsan Khan Habiganj Agro Ltd.
Chowdhury Natore Dairy Ltd.
Educational PRAN Agro Ltd.
Father’s name: Late Maj Gen
Qualification: BBS
32 Mr. Amjad Khan Chowdhury PRAN Beverage Ltd.
Sponsor Director
Age: 51 Years PRAN Dairy Ltd.
Experience:
Personal Address: House 228, PRAN Exports Ltd.
20 Years
Lake Road, New DOHS, PRAN Foods Ltd.
Mohakhali, Dhaka Packmat Industries Ltd.
Sylvan Agriculture Ltd.
Sylvan Technologies Ltd.
Sylvan Poultry Ltd.
Rangpur Foundry Ltd.
Gonga Foundry Ltd.
Get Well Ltd.
Page | 163
Sl
No Past Present
Address Experience
AKC(Pvt) Ltd.
Allplast Bangladesh Ltd.
Banga Building Materials Ltd.
Banga Plastic International Ltd.
Multiline Industries Ltd.
RFL Electronics Ltd.
Rangpur Metal Industries Ltd.
RFL Plastics Ltd.
Durable Plastic Ltd.
Property Development Ltd.
Career Builders Limited
AL - Haj Karim Textiles Ltd.

Abdul Karim Limited
Hypoid Composites Knit Limited
Karim Jute Spinners Limited
Name: Mr. Md. Wahid Miah Jobaida Karim Jute Mills Ltd
Educational
Father’s name: Late Al Haj Wahid Construction Ltd.
Qualification:
Abdul Karim Miah Karim Asphalt & Ready Mix
MBA
33 Age: 50 years Sponsor Director M/S Md. Wahid Miah
Personal Address: SKS Tower, Karim Trading
Experience:
7 VIP road, Mohakhali, Dhaka- Karim Tex Limited
26 years
1212 Karim Shipping Lines
Karim Dredgers Limited
Jobaida Filling Station
Karim Filling Station
J.K. Filling Station
(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.:
The following director is not the sponsor of the Company and control of the issuer was acquired within 5 years
immediately preceding the date of filing of Draft Prospectus is given below:
Consideration
Acquisition of Date of Terms of
Name paid for such
Control (NoS) Acquisition Acquisition
Acquisition
Popular Pharmaceuticals Limited
28,483,488 20-Feb-20 Investment Cash
(Represented by Dr. Mostafizur Rahman)
(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 directors of the Company have experience in the proposed line of business.
(n) Interest of the key management persons:
There is no interest of the key management persons except salary, allowances and bonus.
Page | 164
(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary:
Sl. Amount (in BDT)

Name of the Directors Nature of Transaction
No. 2017 2018 2019 2020 2021
Board meeting
1 Mrs. Nilufer Zafarullah 101,200 82,800 92,000 82,800 119,200
attendance fee
Board meeting
2 (Nominated by Liberty - - - - 110,000
attendance fee
Knitwear Ltd.)
Board meeting
119,600 101,200 64,400 55,200 119,200
attendance fee
Executive committee
138,000 55,200 55,200 27,600 118,800
3 Mr. Master Abul Kashem meeting attendance fee
Board Audit committee 9,200 - - - -
Air Fair 194,575 135,050 195,275 85,000 -
Hotel Accommodation 330,847 277,378 409,010 177,605 -
Board meeting
119,600 101,200 101,200 73,600 128,400
attendance fee
Board Audit committee
46,000 36,800 36,800 18,400 46,000
meeting attendance fee
Board meeting
55,200 55,200 46,000 55,200 119,200
attendance fee
Executive committee
64,400 73,600 55,200 46,000 137,200
Board meeting
64,400 82,800 55,200 55,200 91,600
attendance fee
Risk Mgt. committee
6 Mr. Mohammed Jamal Ullah 9,200 27,600 9,200 27,600 36,400
Air Fair 33,000 - 85,000 17,000 -
Hotel Accommodation 51,738 - 87,650 - -
Board meeting
73,600 82,800 73,600 46,000 119,200
attendance fee
Executive committee
7 Mr. Ahsan Khan Chowdhury 101,200 73,600 82,800 64,400 118,800
Risk Mgt. committee
27,600 36,800 27,600 18,400 45,600
Board meeting
Mr. Rezaul Karim 64,400 55,200 46,000 55,200 110,000
attendance fee
(Nominated by Reedisha Executive committee
8 Knitex Ltd.) 147,200 110,400 101,200 64,400 137,200
Shariah Supervisory
- - - 18,400 9,200
Council attendance fee
Board meeting
Mr. A.K.M. Badiul Alam 101,200 46,000 46,000 55,200 119,200
attendance fee
9 (Nominated by Garments
Executive committee
Export Village Ltd.) 147,200 101,200 92,000 55,200 119,200
Board meeting
Mr. Md. Kamal Hossain 119,600 73,600 101,200 64,400 73,200
attendance fee
10 (Nominated by That’s It
Sportswear Ltd.) 46,000 27,600 36,800 18,400 46,000
Board meeting
101,200 73,600 110,400 64,400 92,000
Mrs. Shahnaj Parveen attendance fee
11 (Nominated by Refat Risk Management
Garments Ltd.) committee meeting 36,800 27,600 27,600 27,600 27,600
attendance fee
Mrs. Lutfa Begum Board meeting
82,800 82,800 64,400 73,600 73,200
(Nominated by Hazrat attendance fee
12
Amanat Shah Spinning Mills Board Audit committee
46,000 27,600 18,400 18,400 46,000
Ltd.) meeting attendance fee
Board meeting
- - - 55,200 73,200
Mr. Hafizur Rahman Sarker attendance fee
13
(Nominated by Beq Knit Ltd.) Risk Mgt. committee
- - - 9,200 27,600
Page | 165
Sl. Amount (in BDT)
No. 2017 2018 2019 2020 2021
Board meeting
Mr. Abdul Momin Mondol 64,400 27,600 - - 73,600
attendance fee
14 (Nominated by Mondol
Executive committee
Fabrics Ltd.) - - - - 36,800
Board meeting
- - 64,400 36,800 36,400
attendance fee
Risk Mgt. committee
- - - 9,200 18,000
(Nominated by Popular Board meeting
16 - - - - 100,800
attendance fee
Board meeting
- - 55,200 73,600 110,000
attendance fee
- - - - 46,000
Board meeting
- 9,200 46,000 73,600 119,200
attendance fee
Mr. Mahbubul Hady Fazle Executive committee
18 - - - 46,000 128,400
Rab meeting attendance fee
- 9,200 18,400 - -
Board meeting
- - 92,000 73,600 119,200
attendance fee
19 Mr. Nazimuddin Chowdhury
- - 18,400 18,400 46,000
Mr. M. Moniruzzaman Board meeting
20 128,800 55,200 - - -
Khandaker attendance fee
Ms. Scherezad Joya Monami Board meeting
21 9,200 - - - -
Latif attendance fee
Board meeting
22 Mr. Abdullah Ahmed Yousuf 27,600 9,200 - - -
attendance fee
Board meeting
82,800 18,400 - - -
attendance fee
Mr. Al-haj Mohammad Issa Board Audit committee
23 27,600 - - - -
Badsha meeting attendance fee
Air Fair 50,725
Hotel Accommodation 82,224
Board meeting
18,400 46,000 - 18,400 -
attendance fee
Executive committee
128,800 92,000 36,800 - -
Board meeting
82,800 73,600 - - -
attendance fee
25 Mrs. Ferdous Ara 27,600 18,400 - - -
Risk Mgt. committee
27,600 18,400 - - -
Board meeting
128,800 110,400 92,000 - -
Mr. Rokonuzzaman Sarker attendance fee
26
(Nominated by Beq Knit Ltd.) RMC meeting
36,800 36,800 27,600 - -
attendance fee
Board meeting
9,200 9,200 - - -
attendance fee
27 Mr. Kamal Uddin Ahmed
Executive committee
18,400 - - - -
Board meeting
- - - 9,200 -
attendance fee
28 Mr. Md. Badsha Mia
Executive committee
- - - 9,200 -
Page | 166
Sl. Amount (in BDT)
No. 2017 2018 2019 2020 2021
Al-Haj Mohammad Helal Executive committee
- - - 9,200 -
Miah meeting attendance fee
29 Salary & Allowances 14,076,559 15,750,000 16,560,000 16,277,525 18,385,000
(Managing Director & CEO)
The following directors have received rental income during the last five years:
Amount (in BDT)
Name Position Nature 2017 2018 2019 2020 2021
Mrs. Nilufer Office
Chairman 24,300,036 27,945,036 27,945,036 27,945,036 27,945,041
Zafarullah Rent
Ex-Director
(Nominated by
Mrs. Lutfa Office
Hazrat Amanat 1,132,800 1,351,572 1,498,128 1,498,128 1,498,128
Begum Rent
Shah Spinning
Mills Ltd.)
Except the above mentioned benefits, the directors also received dividend (cash & bonus) from the company.
(p) Number of shares held and percentage of shareholding (pre-issue):

Shareholding
Percentage
SL. No. Name of the Shareholders No. of Share
at present
(%)
1 Mr. Kazi Zafarullah 1,520,867 0.27%
2 Mrs. Nilufer Zafarullah 12,793,396 2.25%
3 Mr. Kazi Omar Zafar 12,793,396 2.25%
4 Ms. Anushka Mehreen Zafar 12,793,396 2.25%
5 Mr. Kazi Raihan Zafar 12,793,396 2.25%
6 Mr. Dr. Kazi Shahidullah 1,424,174 0.25%
7 Mr. Kazi Ekramullah 1,424,174 0.25%
8 Mrs. Sabiha Mahboob 1,424,174 0.25%
9 Ms. Scherezad Joya Monami Latif 56,966,976 10.00%
10 Mr. Abdullah Ahmed Yousuf 31,331,837 5.50%
11 Mr. Khandaker Rashed-S-Zaman 9,138,452 1.60%
12 Mr. Nazib Ahmed 1,424,174 0.25%
13 Mrs. Ishrat Ahmed 1,424,174 0.25%
14 Ms. Dr. Fahmida Haque 1,424,174 0.25%
16 Mr. Niranjan Chandra Saha 1,424,174 0.25%
17 Mrs. Salina Maksuda 1,424,174 0.25%
18 Mr. Basudev Saha 1,424,174 0.25%
19 Reedisha Knitex Ltd. (Represented by Mr. Rezaul Karim) 28,483,488 5.00%
20 Mondol Fabrics Ltd. (Represented by Mr. Abdul Momin Mondol) 28,483,488 5.00%
21 Liberty Knitwear Ltd. (Represented by Mr. Md. Shamsuzzaman) 29,907,662 5.25%
22 That's It Sportswear Ltd. (Represented by Mr. Md. Kamal Hossain) 28,483,488 5.00%
23 Refat Garments Ltd. 28,483,488 5.00%
24 Hazrat Amanat Shah Spinning Mills Ltd. 13,000,000 2.28%
Garments Export Village Ltd. (Represented by Mr. A.K.M. Badiul
25 1,000,000 0.18%
Alam)
26 Beq Knit Ltd. (Represented by Mr. Hafizur Rahman Sarker) 27,059,313 4.75%
27 Mr. Master Abul Kashem 26,373,600 4.63%
Page | 167
Shareholding
Percentage
SL. No. Name of the Shareholders No. of Share
at present
(%)
28 Mr. Mohammed Jamal Ullah 22,899,888 4.02%
29 Mr. Al-haj Mohammed Issa Badsha 1,188,000 0.21%
30 Mr. Ahsan Khan Chowdhury 28,483,488 5.00%
31 Mr. Md. Wahid Miah 28,483,488 5.00%
32 Mother Steel Ltd. 2,109,888 0.37%
33 Azan Ltd. 2,109,888 0.37%
34 Ms. Mutaffin Issa 1,188,000 0.21%
35 Ms. Moomtahina Issa 23,997,600 4.21%
36 Ms. Shahnaz Jamal 1,782,000 0.31%
37 Mr. Walid Mohammed Shameul 2,019,600 0.35%
38 Ms. Fariha Nousheen 1,782,000 0.31%
Popular Pharmaceuticals Ltd. (Represented by Mr. Dr. Mostafizur
39 28,483,488 5.00%
Rahman)
40 Mrs. Rasheda Zaman 1,958,240 0.34%
41 Ms. Khandaker Sabrina Zaman 4,569,226 0.80%
42 Mr. Mohammed Helal Miah 15,483,488 2.72%
43 Dr. A F M Ruhal Haque 356,044 0.06%
44 Mr. Ziaul Haque 712,086 0.12%
45 Dr. Mehjabin Haque 356,044 0.06%
46 Mr. A.K.M. Badiul Alam 19,208,277 3.37%
47 Mr. Manshood Alam 8,275,211 1.45%
Total 569,669,753 100%
(q) Change in Board of Directors during last three years
Name of the Directors 2022 2021 2020 2019

Retired and re-elected in Retired and re-elected in
the 9th Annual General the 7th Annual General
Mrs. Nilufer Zafarullah - -
Meeting of the Bank held Meeting of the Bank held
on 18.06.2022 on 23.08.2020
Inclusion of nominee
Director approved by the
Board of Directors of
Mr. Md. Shamsuzzaman - - -
Midland Bank Limited in
its 101st meeting held on
27.08.2020
Retired and re-elected in

Re-elected in the 6th
the 8th Annual General
Mr. Master Abul Kashem - - AGM of the Bank held on
Meeting of the Bank held
14.09.2019
on 30.09.2021

Mr. Dr. Kazi Shahidullah - - AGM of the Bank held on
14.09.2019
on 18.06.2022
Mr. Kazi Omar Zafar - -
on 18.06.2022 on 23.08.2020
Retired in the 9th Annual
Mr. Mohammed Jamal Re-elected in the 6th
General Meeting of the - -
Ullah Annual General Meeting
Bank held on 18.06.2022
Page | 168
of the Bank held on
14.09.2019

Mr. Ahsan Khan the 9th Annual General the 7th Annual General
- -
Chowdhury Meeting of the Bank held Meeting of the Bank held
on 18.06.2022 on 23.08.2020

Mr. Rezaul Karim - - -
on 30.09.2021
The Board in its 123rd
Meeting approved to
withdraw Mr. A K M
Badiul Alam as Nominee
Director of Garment’s
Export Village Ltd. and
approved his
Annual General Meeting
Mr. A.K.M. Badiul Alam appointment as - -
of the Bank held on
shareholder Director
14.09.2019
with effect from the
approval of Bangladesh
Bank i.e. He will continue
to act as Nominee
Director until approval of
BB
Mr. Md. Kamal Hossain - -
on 18.06.2022 on 23.08.2020
The Board in its 125th
Meeting approved to
appoint Mrs. Shahnaj
Retired in the 8th Annual
Parveen as Nominee
Mrs. Shahnaj Parveen General Meeting of the - -
Director of Refat
Bank held on 30.09.2021
Garments Limited
subject to approval of
Bangladesh Bank
Resigned in the 125th Retired and re-elected in

Board of Directors the 7th Annual General
Mrs. Lutfa Begum - -
Meeting held on June 30, Meeting of the Bank held
2022 on 23.08.2020
Retired and re-elected in Director approved by the
Mr. Hafizur Rahman the 8th Annual General Board of Directors of
- -
Sarker Meeting of the Bank held Midland Bank Limited in
on 30.09.2021 its 90th meeting held on
27.10.2019
Mr. Abdul Momin Board of Directors of
- - -
Mondol Midland Bank Limited in
its 101st meeting held on
27.08.2020
Page | 169
Appointed in the 72nd
meeting of the Board of
Mr. Kazi Raihan Zafar - - Directors of the Bank
held on 24.05.2018 with
on 30.09.2021
effect from 23.03.2019
Mr. Dr. Mostafizur Board of Directors of
- - -
Rahman Midland Bank Limited in
its 97th meeting held on
25.03.2020
Appointed in the 72nd
Ms. Anushka Mehreen the 8th Annual General
- - Directors of the Bank
Zafar Meeting of the Bank held
held on 24.05.2018 with
on 30.09.2021
effect from 24.03. 2019.
Mr. Mahbubul Hady
- - - -
Fazle Rab
Appointed as
Independent Director in
Mr. Nazimuddin
- - - the 81st meeting of the
Chowdhury
Board of Directors with
effect from 26.02.2019.
Mr. Md. Ahsan-uz Zaman - - - -
Resignation from the
Mr. Md. Badsha Mia - - accepted in the 96th
Midland Bank Limited in
Directors held on
27.10.2019
20.02.2020.
Withdrawal of nominee
Mr. Md. Rokonuzzaman Board of Directors of
- - -
Sarker Midland Bank Limited in
27.10.2019
Withdraw on 90th
Mr. Kamal Uddin Ahmed - - - meeting held on
27.10.2019
Resignation from the
Elected in the 8th Annual Midland Bank Limited Re-elected in the 6th
Mr. Md. Wahid Miah - General Meeting of the accepted in the 101st AGM of the Bank held on
Bank held on 30.09.2021 meeting of the Board of 14.09.2019
Directors held on
23.08.2020.
Mr. Al-Haj Mohammed
- - - Vacated on 03.06.2019
Issa Badsha
(r) Director’s engagement with similar business:

Only Mr. Hafizur Rahman Sarker, Director of MDB is the Sponsor Shareholder of Padma Bank Ltd. and Meghna Bank
Ltd.
Page | 170
SECTION: IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) 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.
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: -
After due examination of the accounting records of the Bank and the independent auditor's report along with
audited financial statements of Midland Bank Limited, we hereby certify that Midland Bank Limited did not engage
in any transactions with
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 table below for the years ended on 31 December 2017, 31 December 2018,
31 December 2019, 31 December 2020 and 31 December 2021.
For the year ended 2017:
i) Significant contracts where Bank is a party and wherein Directors have interest during the year 2017:
Name of the party Relationship Nature of transaction Amount in BDT

Rangpur Metal Industries Ltd. UNIT-3 Ahsan Khan Chowdhury, Director Procurement 100,000
ii) Share issued to Directors and Executives without consideration or exercisable at a discount:
Share issued to Directors and Executives without consideration or exercisable at a discount Nil
iii) Related Party Transaction:

Amount in BDT
Interest
Nature of Interest Charged
Name Relationship Limit Outstanding
Transaction Rate during the
year
Family Member of
Mr. Kazi Shayan Ekramullah Mr. Kazi Ekramullah, Credit Card 500,000 1,700 27.00% 578
Sponsor Shareholder
Mr. A.K.M Badiul Alam Director Credit Card 500,000 100,837 27.00% 2600
Mr. Md. Wahid Miah Director Credit Card 500,000 37,070 27.00% 2,566
Family Member of
Mr. Md Jahangir Miah Credit Card 500,000 33,910 27.00% 384
Mr. Wahid Miah, Director
Mr. Abdul Momin Mondol Director Credit Card 500,000 79,885 27.00% 360
Mr. Md Rokunuzzaman
Director Credit Card 500,000 511,156 27.00% -
Sarkar
Mrs. Nilufer Zafarullah Vice-Chairman Credit Card 500,000 121,225 27.00% 68,474
Page | 171
Interest
year
Mrs. Anushka Mehreen
Sponsor Shareholder Credit Card 500,000 371,644 27.00% 125,268
Zafar
Mr. Kazi Omar Zafar Director Credit Card 500,000 499,169 27.00% 142,653
Mrs. Zobaida Mahaboob
Family Member of Mr. Kazi Credit Card 500,000 41,095 27.00% 1,111
Latif
Mr. Kazi Shahidullah Director Credit Card 500,000 - 27.00% -
Mrs. Luna Sarker Director Credit Card 500,000 174,299 27.00% -
Family Member of Mr.
Mrs. Salma Badsha Credit Card 500,000 246,786 27.00% 12,206
Mohammed
Mr. Ahsan Khan Chowdhury Director Credit Card 500,000 - 27.00% 1,925
Mr. Mohammed Issa Badsha Director Credit Card 500,000 - 27.00% -
Mr. Master Abul Kashem Director Credit Card 500,000 - 27.00% -
Mr. Mohammed Jamal
Ulllah
Family Member of
Mr. Abdul Mojid Mondol Mr. Abdul Momin Mondol, Credit Card 500,000 - 27.00% -
Director
Mr. Md Rezaul Karim Director Credit Card 500,000 - 27.00% -
Mr. Md. Kamal Hossain Director Credit Card 500,000 - 27.00% -
Family Member of
Mrs. Susmita Sompa Credit Card 500,000 - 27.00% -
Mrs. Shahnaj Parveen, Director
Mrs. Shahnaj Parveen Director Credit Card 500,000 - 27.00% -
Mrs. Scherezad Joya
Director Credit Card 500,000 - 27.00% -
Monami Latif
Mrs. Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 47,122 27.00% -
Mr. Abdullah Ahmed Yousuf Director Credit Card 500,000 402,425 27.00% -
Mr. Kazi Raihan Zafar Sponsor Shareholder Credit Card 500,000 463,476 27.00% 85,328
Mr. Kazi Zafar Ullah Sponsor Shareholder Credit Card 500,000 12,527 27.00% -
Family Member of Al-Haj
Ms. Mumtahina Issa Credit Card 500,000 - 27.00% -
Mohammed Issa Badsha, Director
Ms. Mutaffin Issa Credit Card 500,000 - 27.00% -
Mohammed Issa Badsha, Director
Mr. Tazkia Labeeba Karim Family Member of Mr. Md. Rezaul Credit Card 500,000 430,774 27.00% 1,973
Family Member of Mr. Md. Kamal
Mrs. Najmun Nahar Credit Card 500,000 - 27.00% -
Hossain, Director
Family Member of Mr. Wahid
Mr. Md. Zahid Miah Credit Card 500,000 - 27.00% -
Miah, Director
Mr. Jamal Ullah Director Overdraft 28,400,000 22,281,432 27.00% -
iv) Lending policies to related parties: Lending to related parties is affected as per requirement of section 27(1) of
the Bank Company Act 1991.
v) Loans and advances related to directors:

Amount in BDT
Interest
Outstanding
Nature of Interest charged
Name Relationship Limit Loan
Amount
year
Mr. Mohammed Jamal
Director Overdraft 11.50% 28,400,000 22,281,432 1,887,626
Ullah
CAPM Venture Capital and Associated Company of Family Overdraft 14.00% 50,000,000 37,124,933 1,101,880
Finance Ltd. Member of Director Term Loan 10.00% 150,000,000 132,585,934 10,822,146
Associated Organization of
Southeast University Overdraft 12.00% 108,000,000 1,016 66
Mr. Rezaul Karim, Director
Page | 172
vi) Business other than banking business with any related concern of the Directors as per section 18(2) of the Bank
Company Act 1991:
a) Lease agreement made with the Director:
Name Nature of Transaction Name of Party Amount in BDT

Mrs. Nilufer Zafarullah Office Rent Hong Kong Shanghai Tower 24,300,036
Mrs. Lutfa Begum Office Rent Helal Tower 1,132,800
Mrs. Lutfa Begum ATM Booth Rent Hazrat Amanat Shah Spinning Mills Ltd. Free of Cost
Mr. A.K.M Badiul Alam ATM Booth Rent KASBA Tower Free of Cost
Mr. A.K.M Badiul Alam ATM Booth Rent MAA Tower Free of Cost
Mr. Rezaul Karim Collection Booth Southeast University Free of Cost
vii) Investment in securities of Directors and their related concern:
Investment in securities of Directors and their related concern Nil

No party N/A N/A N/A

Amount in BDT
Interest
Transaction Rate during
the year
Mr. Kazi Shayan Ekramullah Family Member of Mr. Kazi Credit Card 500,000 21,507 27.00% 137
Mr. A.K.M Badiul Alam Director Credit Card 500,000 - 27.00% 525
Mr. Md. Wahid Miah Director Credit Card 500,000 44,148 27.00% 687
Family Member of
Mr. Md Jahangir Miah Credit Card 500,000 - 27.00% 2,188
Mr. Wahid Miah
Mr. Abdul Momin Mondol Sponsor Shareholder Credit Card 500,000 - 27.00% 1,495
Mr. Md Rokunuzzaman Sarkar Director Credit Card 500,000 153,248 27.00% -
Mrs. Nilufer Zafarullah Chairman Credit Card 500,000 236,136 27.00% 4,086
Mrs. Anushka Mehreen Zafar Sponsor Shareholder Credit Card 500,000 275,696 27.00% 3,758
Mrs. Zobaida Mahaboob Latif Family Member of Mr. Kazi Credit Card 500,000 - 27.00% 452
Family Member of
Mrs. Salma Badsha Credit Card 500,000 - 27.00% 6,106
Mr. Mohammed
Mr. Ahsan Khan Chowdhury Director Credit Card 500,000 28,471 27.00% 1,574
Mr. Mohammed Issa Badsha Director Credit Card 500,000 - 27.00% 2,426
Mr. Master Abul Kashem Vice-Chairman Credit Card 500,000 - 27.00% -
Mr. Mohammed Jamal Ulllah Director Credit Card 500,000 105,399 27.00% -
Family Member of
Mr. Abdul Mojid Mondol Credit Card 500,000 - 27.00% -
Mr. Abdul Momin
Mr. Md Rezaul Karim Director Credit Card 500,000 - 27.00% 210
Family Member of
Mrs. Shahnaj
Mrs. Shahnaj Parveen Director Credit Card 500,000 - 27.00% 1,039
Page | 173
Interest
the year
Mrs. Scherezad Joya Monami
Sponsor Shareholder Credit Card 500,000 - 27.00% -
Latif
Mrs. Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 62,158 27.00% 1,917
Mr. Abdullah Ahmed Yousuf Sponsor Shareholder Credit Card 500,000 - 27.00% -
Mr. Kazi Zafar Ullah Sponsor Shareholder Credit Card 500,000 - 27.00% 14
Family Member of
Ms. Mumtahina Issa Credit Card 500,000 28,783 27.00% 7,184
Mr. Mohammed
Family Member of
Ms. Mutaffin Issa Credit Card 500,000 158,693 27.00% -
Mr. Mohammed
Family Member of
Ms. Tazkia Labeeba Karim Credit Card 500,000 11,269 27.00% 356
Mr. Md. Rezaul
Family Member of
Mrs. Najmun Nahar Credit Card 500,000 6,342 27.00% -
Mr. Md. Kamal
Family Member of
Md. Zahid Miah Credit Card 500,000 - 27.00% -
Mr. Wahid Miah
Name Relationship Nature of Transaction Amount in BDT

M/S Musa & Issa Brothers Al-Haj Mohammed Issa Badsha, Director Guarantee 370,012
As unclassified exposure, general provision made against credit card and guarantee. 100% margin is kept in the form
of FDR against guarantee concern to director.

Amount in BDT
Interest
Nature of Interest CL Outstanding
Name Relationship Limit charged during
Transaction Rate Status Loan Amount
the year
CVC Finance Ltd. Mrs. Lutfa Begum Term Loan 14.00% UC 150,000,000 108,270,776 16,220,243
Mr. Md. Rezaul
Southeast University Overdraft 12.00% UC 108,000,000 1,895 169
Karim
Company Act 1991:

Page | 174

No party NA NA NA

Amount in BDT
Interest
year
Mr. Md. Wahid Miah Director Credit Card 500,000 36,429 27.00% -
Mr. Md Jahangir Miah Family Member of Director Credit Card 500,000 10,192 27.00% 10,191
Mr. Md Rokonuzzaman Sarkar Director Credit Card 500,000 440,893 27.00% -
Mrs. Nilufer Zafarullah Director Credit Card 500,000 271,635 27.00% 72,861
Mrs. Anushka Mehreen Zafar Director Credit Card 500,000 305,027 27.00% 92,461
Mr. Mohammad Issa Badsha Sponsor Shareholder Credit Card 500,000 - 27.00% -
Mr. Mohammed Jamal Ullah Director Credit Card 500,000 261,446 27.00% -
Mr. Abdul Mojid Mondol Shareholder Credit Card 500,000 - 27.00% -
Mr. Md Rezaul Karim Director Credit Card 500,000 4,364 27.00% -
Mrs. Susmita Sompa Family Member of Director Credit Card 500,000 10,875 27.00% -
Mrs. Shahnaj Parveen Director Credit Card 500,000 60,657 27.00% 16,127
Mrs. Scherezad Joya Monami Latif Sponsor Shareholder Credit Card 500,000 - 27.00% -
Mr. Kazi Raihan Zafar Director Credit Card 500,000 355,666 27.00% 112,049
Ms. Mumtahina Issa Shareholder Credit Card 500,000 - 27.00% -
Ms. Mutaffin Issa Shareholder Credit Card 500,000 - 27.00% -

Amount in BDT
Interest
Nature of Interest CL Outstanding charged
Name Relationship Limit
Transaction Rate Status Loan Amount during the
year
Southeast University Mr. Md. Rezaul Karim Overdraft 12.00% UC 108,000,000 704 99
Company Act 1991:
Page | 175

No party N/A N/A N/A

Amount in BDT
Interest
year
Family member of Sponsor
Mr. Kazi Shayan Ekramullah Credit Card 500,000 2,991 20.00% 1,546
Shareholder
Mr. A.K.M Badiul Alam Director Credit Card 500,000 79,072 20.00% 2,119
Mr. Md. Wahid Miah Sponsor Shareholder Credit Card 500,000 113,133 20.00% 2,357
Mrs. Zobaida Mahaboob Latif Credit Card 500,000 204 20.00% -
Shareholder
Mr. Mohammed Jamal Ullah Director Credit Card 500,000 340 20.00% -
Mr. Abdul Mojid Mondol Director Credit Card 500,000 210 20.00% -
Mr. Md Rezaul Karim Director Credit Card 500,000 179 20.00% 350
Mr. Md. Kamal Hossain Director Credit Card 500,000 230 20.00% -
Ms. Tazkia Labeeba Karim Family member of Director Credit Card 500,000 108,407 20.00% 90

Amount in BDT
Interest
year
Zenith Islami Life Continuous
Mr. Md. Rezaul Karim 8.75% UC 27,000,000 12,889,228 872,908
Insurance Ltd. Loan
Page | 176
Company Act 1991:

b) Goods procured from the concern related with the Director:
Name Procurement Type Company Name Amount in BDT

Chair & Meeting Table Rangpur Metal Industries Ltd 342,692
Chairs & Cabinet Rangpur Metal Industries Ltd 18,793
Drinkit RO Water Purifier Machine RFL Electronics Ltd. 116,025
Mr. Ahsan Khan Duranta Angelina Ladies Bicycle Rangpur Metal Industries Ltd 347,523
Chowdhury, Air Cooler Machine RFL Electronics Ltd. 2,773,510
Director NVR based CCTV system RFL Electronics Ltd. 1,338,630
Design Face Shield Banga Building Materials Ltd. 6,000
Face Mask (Fabrics) Winner Fashions 400,900
Shoe Box RFL Plastics Ltd. 10,000

No party NA NA NA

Amount in BDT
Interest
year
A.K.M Badiul Alam Director Credit Card 500,000 26,764 20.00% 1,425
Md. Wahid Miah Director Credit Card 500,000 384,981 20.00% -
Abdul Momin Mondol Director Credit Card 500,000 73,405 20.00% 3,797
Mrs.Nilufer Zafarullah Chairman Credit Card 500,000 421,242 20.00% 11,521
Anushka Mehreen Zafar Director Credit Card 500,000 231,501 20.00% 35,660
Kazi Omar Zafar Director Credit Card 500,000 241,991 20.00% 70,271
Ahsan Khan Chowdhury Director Credit Card 500,000 50,054 20.00% 1,290
Mohammed Jamal Ullah Director Credit Card 500,000 69,132 20.00% 589
Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 264,029 20.00% -
Abdullah Ahmed Yousuf Sponsor Shareholder Credit Card 500,000 179 20.00% 14
Kazi Raihan Zafar Director Credit Card 500,000 393,359 20.00% 50,810
Tazkia Labeeba Karim Family member of Director Credit Card 500,000 184,627 20.00% 18
Page | 177
Amount in BDT
Interest
year
CVC Finance Ltd. Mrs. Lutfa Begum Term Loan 9.00% UC 150,000,000 96,062,021.30 10,929,739
Company Act 1991:
Mrs. Nilufer Zafarullah, MP Office Rent Hong Kong Shanghai Tower 27,945,041

Medicine Box RFL Plastics Ltd. 462,462
Mr. Ahsan Khan
Duranta Bicycle Rangpur Metal Industries Ltd 197,540
Chowdhury,
Air Cooler Machine , CCTV System RFL Electronics Ltd. 824,728
Director
Water Filter RFL Electronics Ltd. 23,205
Advertisement AKC (PVT) Ltd 1,380,000
Mr. Rezaul Karim,
Insurance Islami Commercial Insurance Co. Ltd. 45,313
Director
Sd/-
24 April 2022 Chartered Accountants
Disclaimer:
Initial Public Offering (IPO) under the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and
to any third party other than the Bangladesh Securities and Exchange Commission
Page | 178
(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:
There were no 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 draft prospectus except for the
transactions mentioned above. (Page no. 171-178)
(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:
No loans were taken from any director or any person connected with the directors. And also, there were no loan which has been taken from any such person
who did not have any stake in the issuer, its holding company or its associate concerns. However, loans were provided to directors and persons connected with
the directors, the details of which are given below:

Nature of
Transaction
Taka Taka Taka Taka
Kazi Shayan Ekramullah Credit Card 569,671 493,533 - 2,991
Shareholder
Mr. A.K. M Badiul Alam Director Credit Card 39,115 1,526,183 26,764 79,072
Mr. Md. Wahid Miah Director Credit Card 2,021,390 808,902 384,981 113,133
Mr. Md. Jahangir Miah Credit Card 1,148,354 856,450 - -
Director
Mr. Md. Rokonuzzaman Sarkar Family member of Director Credit Card - 269,693 - -
Mrs. Nilufer Zafarullah Director Credit Card 561,774 448,333 421,242 -
Ms. Anushka Mehreen Zafar Director Credit Card 552,685 1,124,906 231,501 196,071
Mr. Kazi Omar Zafar Director Credit Card - 599,984 241,991 445,619
Ms. Zobaida Mahaboob Latif Credit Card 467,773 66,854 - 204
Shareholder
Mr. Ahsan Khan Chowdhury Director Credit Card 227,908 389,536 50,054 80,495
Mr. Mohammed Jamal Ullah Director Credit Card 501,770 376,455 69,132 340
Mr. Abdul Mojid Mondol Family member of Director Credit Card - 3,051 - 210
Mr. Md Rezaul Karim Director Credit Card - 10,407 - 179
Mr. Md. Kamal Hossain Director Credit Card - 690 - 230
Page | 179
Nature of
Transaction
Taka Taka Taka Taka
Ms. Shahnaj Parveen Director Credit Card - 79,236 - -
Mr. Kazi Raihan Zafar Director Credit Card 89,600 474,960 393,359 295,909
Ms. Tazkia Labeeba Karim Family member of Director Credit Card 341,551 1,319,607 184,627 108,407
Kazi Ekram Ullah Family member of Director Credit Card 1,148,295 355,584 - -
Md Jahangir Miah Family member of Director Credit Card 712,306 422,191 - -
Abdul Momin Mondol Director Credit Card 80,519 - 73,405 -
Samia Chowdhury Family member of Director Credit Card 165 - - -
Sabiha Mahboob Sponsor Shareholder Credit Card - - 264,029 -
Abdullah Ahmed Yousuf Sponsor Shareholder Credit Card - - 179 -
Kazi Zafar Ullah Sponsor Shareholder Credit Card 191,307 - - -
CVC Finance Ltd. Concern of Director Term Loan 11,000,000 15,562,294 96,062,021 96,092,282
Continuous
Zenith Islami Life Insurance Ltd. Concern of Director 12,885,717 12,889,228 - 12,889,228
Loan
Page | 180
SECTION: X EXECUTIVE COMPENSATION
(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:
Salary Paid During 2021

Name Position During 2021
(BDT)
Managing Director & Chief
Mr. Md. Ahsan-uz Zaman 18,385,000
Executive Officer
Deputy Managing Director &
Mr. Md. Zahid Hossain 6,304,258
Chief Risk Officer
Head of International
Mr. Khondkar Towfique Hossain 4,636,109
Division & NRB
Head of Information
Mr. Md. Nazmul Huda Sarkar Technology Division & Chief 4,615,292
Technology Officer
Head of Retail Distribution
Mr. Md. Ridwanul Hoque 4,397,267
Division
Total 38,337,926
N.B: The Directors of MDB do not hold any executive position
(b) Aggregate amount paid to all directors and officers as a group during the last accounting year:
2021
Particulars Nature of Payment (Amount
in BDT)
Board Meeting Fees 1,906,800
Executive, Audit & Risk Management Committee Meeting Fees 1,154,000
Directors
Shariah Supervisory Council attendance fee 92,000
Remuneration* 18,385,000
Officers Salary, Bonus & other Allowances 515,234,057
Total 536,771,857
*Mr. Md. Ahsan-uz Zaman, Managing Director & CEO is the only member of the board who has received remuneration.
(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:
The above information is not applicable for MDB since no shareholder director received any monthly
salary/perquisite/benefit during the last accounting year.
Page | 181
(d) The board meeting attendance fees received by the director including the managing director along with date
of approval in AGM/EGM:
Board Meeting
Date of Approval
Sl. Name of Director Attendance Fees
in AGM
During 2021
1. Mrs. Nilufer Zafarullah 23.08.2020 119,200
2. Mr. Md. Shamsuzzaman 30.09.2021 110,000
3. Mr. Master Abul Kashem 14.09.2019 119,200
4. Mr. Dr. Kazi Shahidullah 14.09.2019 128,400
5. Mr. Kazi Omar Zafar 23.08.2020 119,200
6. Mr. Mohammed Jamal Ullah 14.09.2019 91,600
7. Mr. Ahsan Khan Chowdhury 23.08.2020 119,200
8. Mr. Rezaul Karim 30.09.2021 110,000
9. Mr. A.K.M. Badiul Alam 14.09.2019 119,200
10. Mr. Md. Kamal Hossain 23.08.2020 73,200
11. Mr. Md. Wahid Miah 30.09.2021 -
12. Mrs. Lutfa Begum 23.08.2020 73,200
13. Mr. Hafizur Rahman Sarker 30.09.2021 73,200
14. Mrs. Shahnaj Parveen 26.07.2015 92,000
15. Mr. Abdul Momin Mondol 30.09.2021 73,600
16. Mr. Kazi Raihan Zafar 30.09.2021 36,400
17. Mr. Dr. Mostafizur Rahman 30.09.2021 100,800
18. Ms. Anushka Mehreen Zafar 30.09.2021 110,000
19. Mr. Mahbubul Hady Fazle Rab 14.09.2019 119,200
20. Mr. Nazimuddin Chowdhury 14.09.2019 119,200
21. Mr. Md. Ahsan-uz Zaman N/A -
Total 1,906,800
Note: Amount given before Tax and VAT Deduction
(e) Any contract with any director or officer providing for the payment of future compensation
The Company has no contract with any Director or Officer for providing the payment of future compensation.
(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current
year, appropriate information regarding thereto:
The issuer has no such intention to substantially increase in the pay structure of the directors and officers in the
current year. However, the company provides annual increment to the employees considering company’s
profitability, its business growth potential, rate of inflation, and performance of the individuals.
(g) Any other benefit/facility provided to the above persons during the last accounting year:
No directors and officers of MDB received any other benefit/facility in the last accounting year except for the
information disclosed above.
Page | 182
SECTION: XI Options Granted to Directors, Officers and Employees
The bank has not offered any option for issue of shares to any of the officers, directors and employees, or to any
outsiders.
SECTION: XII Transaction with the Directors and Subscribers to the Memorandum
(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 the subscribers to the memorandum do not receive any amount except for the remuneration of
the managing director and CEO, fees for board meetings, executive committee meetings, risk management
committee meeting, dividend and rental income, directly or indirectly during the last five years, details of which are
given below. MDB has not received or to be received assets, services or other consideration from its directors and
subscribers to the memorandum except fund against allotment of shares.
Sl. Amount (in BDT)

No. 2017 2018 2019 2020 2021
Board meeting
1 Mrs. Nilufer Zafarullah 101,200 82,800 92,000 82,800 119,200
attendance fee
Board meeting
2 (Nominated by Liberty - - - - 110,000
attendance fee
Knitwear Ltd.)
Board meeting
119,600 101,200 64,400 55,200 119,200
attendance fee
Executive committee
138,000 55,200 55,200 27,600 118,800
3 Mr. Master Abul Kashem meeting attendance fee
Board Audit committee 9,200 - - - -
Air Fair 194,575 135,050 195,275 85,000 -
Hotel Accommodation 330,847 277,378 409,010 177,605 -
Board meeting
119,600 101,200 101,200 73,600 128,400
attendance fee
46,000 36,800 36,800 18,400 46,000
Board meeting
55,200 55,200 46,000 55,200 119,200
attendance fee
Executive committee
64,400 73,600 55,200 46,000 137,200
Board meeting
64,400 82,800 55,200 55,200 91,600
attendance fee
Risk Mgt. committee
6 Mr. Mohammed Jamal Ullah 9,200 27,600 9,200 27,600 36,400
Air Fair 33,000 - 85,000 17,000 -
Hotel Accommodation 51,738 - 87,650 - -
Board meeting
73,600 82,800 73,600 46,000 119,200
attendance fee
Executive committee
7 Mr. Ahsan Khan Chowdhury 101,200 73,600 82,800 64,400 118,800
Risk Mgt. committee
27,600 36,800 27,600 18,400 45,600
Board meeting
Mr. Rezaul Karim 64,400 55,200 46,000 55,200 110,000
attendance fee
(Nominated by Reedisha Executive committee
8 Knitex Ltd.) 147,200 110,400 101,200 64,400 137,200
Shariah Supervisory
- - - 18,400 9,200
Council attendance fee
Page | 183
Sl. Amount (in BDT)
No. 2017 2018 2019 2020 2021
Board meeting
Mr. A.K.M. Badiul Alam 101,200 46,000 46,000 55,200 119,200
attendance fee
9 (Nominated by Garments
Executive committee
Export Village Ltd.) 147,200 101,200 92,000 55,200 119,200
Board meeting
Mr. Md. Kamal Hossain 119,600 73,600 101,200 64,400 73,200
attendance fee
10 (Nominated by That’s It
Sportswear Ltd.) 46,000 27,600 36,800 18,400 46,000
Board meeting
101,200 73,600 110,400 64,400 92,000
Mrs. Shahnaj Parveen attendance fee
11 (Nominated by Refat Risk Management
Garments Ltd.) committee meeting 36,800 27,600 27,600 27,600 27,600
attendance fee
Mrs. Lutfa Begum Board meeting
82,800 82,800 64,400 73,600 73,200
(Nominated by Hazrat attendance fee
12
Amanat Shah Spinning Mills Board Audit committee
46,000 27,600 18,400 18,400 46,000
Ltd.) meeting attendance fee
Board meeting
- - - 55,200 73,200
Mr. Hafizur Rahman Sarker attendance fee
13
(Nominated by Beq Knit Ltd.) Risk Mgt. committee
- - - 9,200 27,600
Board meeting
Mr. Abdul Momin Mondol 64,400 27,600 - - 73,600
attendance fee
14 (Nominated by Mondol
Executive committee
Fabrics Ltd.) - - - - 36,800
Board meeting
- - 64,400 36,800 36,400
attendance fee
Risk Mgt. committee
- - - 9,200 18,000
Board meeting
16 (Nominated by Popular - - - - 100,800
Pharmaceuticals Ltd.) attendance fee
Board meeting
- - 55,200 73,600 110,000
attendance fee
- - - - 46,000
Board meeting
- 9,200 46,000 73,600 119,200
attendance fee
Mr. Mahbubul Hady Fazle Executive committee
18 - - - 46,000 128,400
Rab meeting attendance fee
- 9,200 18,400 - -
Board meeting
- - 92,000 73,600 119,200
attendance fee
19 Mr. Nazimuddin Chowdhury
- - 18,400 18,400 46,000
Mr. M. Moniruzzaman Board meeting
20 128,800 55,200 - - -
Khandaker attendance fee
Ms. Scherezad Joya Monami Board meeting
21 9,200 - - - -
Latif attendance fee
Board meeting
22 Mr. Abdullah Ahmed Yousuf 27,600 9,200 - - -
attendance fee
Board meeting
82,800 18,400 - - -
attendance fee
Mr. Al-haj Mohammad Issa Board Audit committee
23 27,600 - - - -
Badsha meeting attendance fee
Air Fair 50,725
Hotel Accommodation 82,224
Board meeting
24 Mr. Md. Wahid Miah 18,400 46,000 - 18,400 -
attendance fee
Page | 184
Sl. Amount (in BDT)
No. 2017 2018 2019 2020 2021
Executive committee
128,800 92,000 36,800 - -
Board meeting
82,800 73,600 - - -
attendance fee
25 Mrs. Ferdous Ara 27,600 18,400 - - -
Risk Mgt. committee
27,600 18,400 - - -
Board meeting
128,800 110,400 92,000 - -
Mr. Rokonuzzaman Sarker attendance fee
26
(Nominated by Beq Knit Ltd.) RMC meeting
36,800 36,800 27,600 - -
attendance fee
Board meeting
9,200 9,200 - - -
attendance fee
27 Mr. Kamal Uddin Ahmed
Executive committee
18,400 - - - -
Board meeting
- - - 9,200 -
attendance fee
28 Mr. Md. Badsha Mia
Executive committee
- - - 9,200 -
Al-Haj Mohammad Helal Executive committee
29 - - - 9,200 -
Miah meeting attendance fee
30 Salary & Allowances 14,076,559 15,750,000 16,560,000 16,277,525 18,385,000
(Managing Director & CEO)
The following directors and subscribers to the memorandum have received dividends during the last five years:
Name of Directors and 2017 2018 2019 2020 2021

Sl No Subscribers to the
Memorandum Bonus Cash Bonus Cash Bonus Cash Bonus Cash Bonus Cash
1 Mr. Kazi Zafarullah 9,504,000 - 9,590,400 - 8,439,550 - - 6,836,037 - 72,519
-
2 Mrs. Nilufer Zafarullah 4,752,000 - 4,795,200 - 4,219,770 - - 3,418,018 9,595,047
-
3 Mr. Kazi Omar Zafar 9,504,000 - 9,590,400 - 8,439,550 - - 6,836,037 9,595,047
Ms. Anushka Mehreen -

4 9,504,000 - 9,590,400 - 8,439,550 - - 6,836,037 9,595,047
Zafar
-
5 Mr. Kazi Raihan Zafar 8,888,000 - 9,590,400 - 8,439,550 - - 6,836,037 9,595,047
-
6 Mr. Dr. Kazi Shahidullah 1,804,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
-
7 Mr. Kazi Ekramullah 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
-
8 Mrs. Sabiha Mahboob 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
Ms. Scherezad Joya -

9 47,520,000 - 47,952,000 - 42,197,760 - - 34,180,186 42,725,232
Monami Latif
Mr. Abdullah Ahmed -
10 27,324,000 - 27,572,400 - 24,263,710 - - 19,653,607 24,567,008
Yousuf
Mr. M. Moniruzzaman
11 Khandaker (Deceased- 13,068,000 - 13,186,800 - 11,604,380 - - - - -
17.08.2018)
-
12 Mr. Nazib Ahmed 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
-
13 Mrs. Ishrat Ahmed 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
-
14 Ms. Dr. Fahmida Haque 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
Mrs. Ela Haque (Deceased -

15 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 -
on 12.08.2020)
-
16 Mr. Niranjan Chandra Saha 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
-
17 Mrs. Salina Maksuda 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
-
18 Mr. Basudev Saha 1,188,000 - 1,198,800 - 1,054,940 - - 854,504 1,068,130
Page | 185
Name of Directors and 2017 2018 2019 2020 2021
Sl No Subscribers to the
Memorandum Bonus Cash Bonus Cash Bonus Cash Bonus Cash Bonus Cash
Reedisha Knitex Ltd. -

19 (Represented by Mr. 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 21,362,616
Rezaul Karim)
Mondol Fabrics Ltd. -
20 (Represented by Mr. Abdul 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 21,362,616
Momin Mondol)
Liberty Knitwear Ltd. -
21 (Represented by Mr. Md. 24,948,000 - 25,174,800 - 22,153,820 - - 17,944,597 22,430,746
Shamsuzzaman)
That's It Sportswear Ltd. -
22 (Represented by Mr. Md. 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 21,362,616
Kamal Hossain)
Refat Garments Ltd. -
23 (Represented by Mrs. 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 21,362,616
Shahnaj Parveen )
Hazrat Amanat Shah
Spinning Mills Ltd. -
24 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 9,750,000
(Represented by Mrs. Lutfa
Begum)
Garments Export Village
-
25 Ltd. (Represented by Mr. 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 21,362,616
A.K.M. Badiul Alam)
Beq Knit Ltd. (Represented -
26 by Mr. Hafizur Rahman 22,572,000 - 22,777,200 - 20,043,930 - - 16,235,588 20,294,484
Sarker)
Badsha Textiles Ltd. -
27 (Represented by Mr. Md. 23,760,000 - 23,976,000 - 21,098,880 - - 15,824,160 -
Badsha Mia)
-
28 Mr. Master Abul Kashem 22,000,000 - 22,200,000 - 19,536,000 - - 13,739,933 19,780,200
Mr. Mohammed Jamal -

29 23,760,000 - 19,276,000 - 16,962,880 - - 712,800 17,174,916
Ullah
Mr. Al-haj Mohammed Issa -
30 22,000,000 - 1,000,000 - 880,000 - - 17,090,093 891,000
Badsha
Mr. Ahsan Khan -
31 23,760,000 - 23,976,000 - 21,098,880 - - 17,090,093 21,362,616
Chowdhury
-
32 Mr. Md. Wahid Miah 23,760,000 - 23,976,000 - 21,098,880 - - 15,824,160 21,362,616
Popular Pharmaceuticals -
33 Ltd. (Represented by Mr. - - - - - - - 17,090,093 21,362,616
Dr. Mostafizur Rahman)
The following directors and subscribers to the memorandum have received rental income during the last five years:
Amount (in BDT)
Name Position Nature 2017 2018 2019 2020 2021
Mrs. Nilufer Office
Chairman 24,300,036 27,945,036 27,945,036 27,945,036 27,945,041
Zafarullah Rent
Ex-Director
(Nominated by
Mrs. Lutfa Office
Hazrat Amanat 1,132,800 1,351,572 1,498,128 1,498,128 1,498,128
Begum Rent
Shah Spinning
Mills Ltd.)
(b) If any assets were acquired or to be acquired from within two financial years 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.
No assets were acquired or to be acquired from the Directors and Subscribers to the Memorandum within last five
years and there is no intention or contract to acquire any assets from the said persons within next two financial
years.
Page | 186
SECTION: XIII OWNERSHIP OF THE COMPANY’S SECURITIES
(a) The names, addresses 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:
% of
SL. No. of
Name of shareholders Address Status Shareholding BO ID Number
No. Shares
Before IPO
House-4/A, Road-73, Gulshan-2, Sponsor
1. Mr. Kazi Zafarullah 1,520,867 0.27% 1203530073557811
Dhaka Shareholder
House-4/A, Road-73, Gulshan-2,
2. Mrs. Nilufer Zafarullah Chairman 12,793,396 2.25% 1203530073557852
Dhaka
3. Mr. Kazi Omar Zafar Director 12,793,396 2.25% 1203530073559570
Dhaka
4. Ms. Anushka Mehreen Zafar Director 12,793,396 2.25% 1203530073557927
Dhaka
5. Mr. Kazi Raihan Zafar Director 12,793,396 2.25% 1203530073558857
Dhaka
House-403, Road-27 (Old), Dhanmondi
6. Mr. Dr. Kazi Shahidullah Director 1,424,174 0.25% 1201890000030071
R/A, Dhaka
Mr. Kazi Ekramullah Sponsor Succession under
7. R/A, Dhaka 1,424,174 0.25%
(Deceased on 14.05.2022) Shareholder process
Sponsor
8. Mrs. Sabiha Mahboob R/A, Dhaka 1,424,174 0.25% 1203530073559597
Shareholder
Ms. Scherezad Joya Monami 11 Eskaton Garden, Dhaka Sponsor
9. 56,966,976 10.00% 1203530073559356
Latif Shareholder
House-403, Road-27 (Old), Dhanmondi Sponsor
10. Mr. Abdullah Ahmed Yousuf 31,331,837 5.50% 1203530073559372
R/A, Dhaka Shareholder
20/3, Babar Road, Block B, Sponsor
11. Mr. Khandaker Rashed-S-Zaman 9,138,452 1.60% 1203410060225027
Mohammadpur, Dhaka 1207 Shareholder
House No. 14/A, Road No. 68, Sponsor
12. Mr. Nazib Ahmed 1,424,174 0.25% 1203530073560866
Gulshan-2, Dhaka Shareholder
House No. 14/A, Road No. 68, Sponsor
13. Mrs. Ishrat Ahmed 1,424,174 0.25% 1203530073561084
Gulshan-2, Dhaka Shareholder
House No. 82/2/E West Rajabazar,
Sponsor
14. Ms. Dr. Fahmida Haque Tejgaon, Dhaka 1,424,174 0.25% 1204780073564002
Shareholder
Mr. Niranjan Chandra Saha House No. 55/11, S.M. Maleh Road, Sponsor Succession under
15. 1,424,174 0.25%
(Deceased on 19.02.2021) Narayanganj Shareholder process
Sheltech Monisha, House No. 125, Flat Sponsor
16. Mrs. Salina Maksuda 1,424,174 0.25% 1202800073559637
E, Road No. 4, Block A, Banani, Dhaka Shareholder
13/17 Green Land Market, Shanti Sponsor
17. Mr. Basudev Saha 1,424,174 0.25% 1203730073561654
Nagar, Dhaka Shareholder
House No. 46, Road No. 1/A, Block I,
18. (Represented by Mr. Rezaul Director 28,483,488 5.00% 1204780073508320
Banani, Dhaka
Karim)
Mondol Fabrics Ltd. House No. 8, Road No. 18, Sector 3,
19. (Represented by Mr. Abdul Uttara, Dhaka Director 28,483,488 5.00% 1203530008100033
Momin Mondol)
Liberty Knitwear Ltd. Navana Pristine (6th & 7th Floor), 128
20. (Represented by Mr. Md. Gulshan Avenue, Block- CEN (H), Director 29,907,662 5.25% 1203180073557547
Shamsuzzaman) Gulshan, Dhaka
21. (Represented by Mr. Md. Kamal 387 (South) Tejgaon I/A, Dhaka Director 28,483,488 5.00% 1204090019784323
Hossain
387 (South), Tejgaon I/A, Dhaka,, Sponsor
22. Refat Garments Ltd. 28,483,488 5.00% 1204090005056881
Dhaka Shareholder
Hazrat Amanat Shah Spinning City Centre (Level-24),90/1 Motijheel Sponsor
23. 13,000,000 2.28% 1204570023465357
Mills Ltd. C/A, Dhaka Shareholder
Garment Export Village Ltd.
Maa Tower (7th Floor), KBM Road,
24. (Represented by Mr. A.K.M. Director 1,000,000 0.18% 1204780067118471
Tongi I/A, Gazipur,
Badiul Alam)
Beq Knit Ltd. (Represented by House 10, Road 12, Sector 10, Uttara,,
25. Director 27,059,313 4.75% 1202660073550248
Mr. Hafizur Rahman Sarker) Dhaka
Agrabad Access Road, Plot 2, Road No.
26. Mr. Master Abul Kashem 2, Lane 1, Block L, Halishahar Housing Director 26,373,600 4.63% 1204780073558766
Estate, Chattogram
Sponsor
27. Mr. Mohammed Jamal Ullah 263 Khatungonj, Chittagong 22,899,888 4.02% 1201840000116282
Shareholder
Page | 187
% of
SL. No. of
Name of shareholders Address Status Shareholding BO ID Number
No. Shares
Before IPO
Mr. Al-haj Mohammed Issa House No. 13, Road No. 5, Khulshi Sponsor
28. 1,188,000 0.21% *
Badsha Hills, Chattogram Shareholder
House No. 228, Lake Road, New DOHS,
29. Mr. Ahsan Khan Chowdhury Director 28,483,488 5.00% 1202010008478339
Mohakhali, Dhaka
Chandrashila Suvastu Tower (4th
30. Mr. Md. Wahid Miah floor), 69/1 Green Road, Panthapath, Director 28,483,488 5.00% 1203530073560981
Dhaka
Master Bhaban, Agrabad, Access
Road, Plot-02, Road-2 Lane-01, Block-
31. Mother Steel Ltd. Shareholder 2,109,888 0.37% 1204780073558972
L, Halishahar Housing Estate,
Chattogram
Badsha Market, 173, Khatungonj,
32. Azan Ltd. Shareholder 2,109,888 0.37% **
Chattogram
House No. 13, Road No. 5, Khulshi
33. Ms. Mutaffin Issa Shareholder 1,188,000 0.21% **
Hills, Chattogram
House No. 13, Road No. 5, Khulshi
34. Ms. Moomtahina Issa Shareholder 23,997,600 4.21% **
Hills, Chattogram
35. Mrs. Shahnaz Jamal 263 Khatungonj, Chattogram Shareholder 1,782,000 0.31% 1203850073560965
36. Mr. Walid Mohammed Shamuel 263 Khatungonj, Chittagong Shareholder 2,019,600 0.35% 1202990068828739
37. Mrs. Fariha Nousheen 263 Khatungonj, Chattogram Shareholder 1,782,000 0.31% 1203850073560593
Sheltech Panthokunjo, 17, West
38. (Represented by Mr. Dr. Director 28,483,488 5.00% 1602510073558062
Panthapath, Dhaka
Mostafizur Rahman)
20/3, Babar Road, Block B,
39. Ms. Rasheda Zaman Shareholder 1,958,240 0.34% 1203530073561025
Mohammadpur, Dhaka 1207
20/3, Babar Road, Block B,
40. Ms. Khandaker Sabrina Zaman Shareholder 4,569,226 0.80% 1203530073560930
Mohammadpur, Dhaka 1207
Mr. Al-haj Mohammed Helal City Centre, Level-24, 90/1, Motijheel
41. Shareholder 15,483,488 2.72% 1204570064317905
Miah commercial Area, Dhaka
House No. 2, Road 7, Sector 9, Uttara,
42. Dr. A F M Ruhal Haque Shareholder 356,044 0.06% 1202550000297832
Dhaka 1230
Apt Riviera, Apt D4, House G7, Road
43. Mr. Ziaul Haque Shareholder 712,086 0.12% 1202550059390942
51, Gulshan 2, Dhaka
Apt Parkland Point, Apt AB/5, Block D,
44. Dr. Mehjabin Haque Shareholder 356,044 0.06% 1202550073550398
Lalmatia, Dhaka 1207
House No. SWG 2B (1st Floor), Road
45. Mr. A.K.M Badiul Alam Shareholder 19,208,277 3.37% 1204780020350366
No. 5, Gulshan 1, Dhaka, Bangladesh
House No. SWG 2B (1st Floor), Road
46. Mr. Manshood Alam Shareholder 8,275,211 1.45% 1204780073352282
No. 5, Gulshan 1, Dhaka, Bangladesh
Total 569,669,753 100%
Note:
* The shares of held in the name of Al-haj Mohammed Issa Badsha is attached for adjustment of his outstanding dues with Eastern Bank Ltd.
under section 17(5) of the Bank Companies Act, 1991. However, there is a Writ Petition bearing No.1019 of 2019 in the High Court Division
wherein a rule issued on 07.01.2019 with a direction from court restraining the Respondent (Midland Bank, BSEC, and Mr. Badsha) from
transferring/selling or disposing of the shares from Mr. Badsha to any party.
** The shares held in the name Azan Ltd., Ms. Moomtahina Issa & Ms. Mutaffin Issa are under injunction vide High Court order no 12.03.2019
(from Appeal to the High Court (Civil Rule No. 166 (F) of 2019) against Title Suit No. 167 of 2019 before the Joint District Judge, Dhaka)
restraining from selling, transferring or otherwise disposing off the shares to any party.
Page | 188
(b) 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:
Numbers of Shares Held
Name, Address, Age, Experience BO ID E-TIN NO. Position Held in Other Companies
Including Percentage
Chairman
Number of Shares Held:
Address: House-4/A, Road-73, Gulshan-
1203530073557852 736655695158 12,793,396 Hong Kong Shanghai Manjala Textiles Ltd. Director
2, Dhaka
Percentage: 2.25%
Age: 73 years
Experience: 26 Years
Micro Fibre Ltd. Managing Director
Orient Chem-Tex Ltd. Managing Director
Liberty Knitwear Ltd. Managing Director
Mr. Md. Shamsuzzaman (Nominated by Midland Knitwear Ltd. Managing Director
Liberty Knitwear Ltd.) Fortune Chemical (BD) Ltd. Managing Director
Vice Chairman Not applicable as the
Number of Share Held: N/A A-One Polar Ltd. Managing Director
Address: T.K. Bhaban (10th Floor) representative director does 385402518151
Percentage: N/A Tubingen Chemicals (BD) Ltd. Managing Director
13 Kawranbazar, Dhaka. not hold any shares of MDB
Age: 61 years Sungarh Tex Ltd. Managing Director
Experience: 30 Years Micro Trims Ltd. Managing Director
Micro Logistics Ltd. Managing Director
Shahjibazar Power Co. Ltd. Sponsor Director
Petromax Refinery Ltd. Sponsor Director
Mr. Master Abul Kashem MAK Corporation Managing Partner
Director Master Steel Re-Rolling Mills Proprietor
Address: Master Bhaban, Agrabad Mother Steel Ltd. Managing Director
Access Road, Plot-02, Road- Number of Share Held:
Master Steel & Oxygen Ltd. Chairman
2, Lane-01, Block-L, 1204780073558766 140330582877 26,373,600
Halishahar Housing Estate, Percentage: 4.63%
Chittagong, Bangladeshi AIBL Capital Market Services Ltd. Shareholder
Age: 56 years
Director
Number of Share Held:
Address: House-403, Road-27 (Old),
Dhanmondi R/A, Dhaka
Percentage: 0.25%
Age: 70 years
Mr. Kazi Omar Zafar
Director
2, Dhaka
Percentage: 2.25%
Age: 48 years
Number of Share Held: Advance Personal Care Ltd. Director

1202010008478339 878030156023 28,483,488 Agricultural Marketing Company Ltd. Chairman
Director
Percentage: 5.00% Kaliganj Agro Processing Ltd. Director
Page | 189
Address: House-228, Lake Road New Banga Bakers Ltd. Director
DOHS, Mohakhali, Dhaka Banga Millers Ltd. Director
Age: 51 years Chorka Textile Ltd. Director
Habiganj Agro Ltd. Director
Mymensingh Agro Ltd. Director
Natore Agro Ltd. Director
Natore Dairy Ltd. Director
PRAN Agro Ltd. Director
PRAN Agro Business Ltd. Director
PRAN Beverage Ltd. Director
PRAN Dairy Ltd. Director
PRAN Exports Ltd. Director
PRAN Foods Ltd. Director
Packmat Industries Ltd. Director
Sylvan Agriculture Ltd. Director
Sylvan Technologies Ltd. Director
Sylvan Poultry Ltd. Director
Rangpur Foundry Ltd. Chairman
Gonga Foundry Ltd. Director
Get Well Ltd. Director
AKC (Pvt.) Ltd. Managing Director
Allplast Bangladesh Ltd. Director
Banga Building Materials Ltd. Director
Banga Plastic International Ltd. Director
Multi-Line Industries Ltd. Director
RFL Electronics Ltd. Director
Rangpur Metal Industries Ltd. Director
RFL Plastics Ltd. Director
Durable Plastics Ltd. Director
Property Development Ltd. Director
Bangla Tel Ltd. Chairman
Jibondhara Solutions Ltd. Chairman
BD Link Communications Ltd. Chairman
Mr. Rezaul Karim (Nominated by
Reedisha Knitex Ltd.) Kohinoor Chemical Co. (BD) Ltd. Managing Director
Director Not applicable as the Reedisha Knitex Ltd. Managing Director
Number of Share Held: N/A
Address: 36, Shahid Tajuddin Ahmed representative director does 415534904666
Percentage: N/A Reedisha Textipe Ltd. Managing Director
Sarani, Tejgaon I/A,, Dhaka not hold any shares of MDB
Age: 65 years Reedisha Spinning Ltd. Managing Director
Experience: 29 Years P.A Knit Composite Ltd. Managing Director
Reedisha Printing and Packaging Ltd. Managing Director
Reedisha Blended Yarn Ltd. Managing Director
Reedisha Food & Beverage Ltd. Managing Director
Page | 190
Reedisha Trading & Distribution Co. Proprietor
Garments Export Village Ltd. Chairman
Mr. A.K.M. Badiul Alam (Nominated by Power Vantage Wear Ltd. Chairman
Garments Export Village Ltd.) Amtranet Ltd. Chairman
Not applicable as the
Director Number of Share Held: N/A
representative director does 134534908298 Bravo Apparel Manufacturer Ltd. Director
Address: Maa Tower (7th Floor), KBM Percentage: N/A
not hold any shares of MDB Shahjibazar Power Co. Ltd Director
Road, Tongi I/A, Gazipur
Age: 64 years Eden Multicare Hospital Ltd. Director
Experience: 24 Years Petromax Refinery Ltd. Director
Mr. Md. Kamal Hossain (Nominated by That’s It Sportswear Ltd. Executive Director
That’s It Sportswear Ltd.) Ha-Meem Travel Ltd. Shareholder
Director Not applicable as the Explore Lingerie Ltd. Shareholder
Address: 387 (South), Tejgaon I/A, representative director does 790326971944 Fauji Chatkal Ltd. Shareholder
Percentage: N/A
Dhaka not hold any shares of MDB M H Sports Wear Ltd. Shareholder
Age: 38 years
Experience: 17 Years M H Design Ltd. Shareholder
Legato Service Ltd. Chairman
Beq Knit Ltd. Managing Director
Beq Sweaters Ltd. Managing Director
Mr. Hafizur Rahman Sarker (Nominated Beq Fabrics (Pvt.) Ltd. Managing Director
by Beq Knit Ltd.)
Not applicable as the C.K Sweaters Ltd. Managing Director
representative director does 114755495099 Tammam Design Ltd. Nominated Director
Address: House 10, Road 12, Sector 10, Percentage: N/A
not hold any shares of MDB Lusaka Fashions Ltd. Nominated Director
Uttara, Dhaka
Age: 59 Years HBH International Nursing Institute Trustee
Experience: 31 Years Tista Dredgers & Constructions Ltd. Executive Director
Padma Bank Ltd. Sponsor Shareholder
Meghna Bank Ltd. Sponsor Shareholder
Montex Fabrics Ltd. Managing Director
Mondol Fabrics Ltd. Managing Director
Mark Sweater Ltd. Managing Director
Knitex Dresses Ltd. Managing Director
Mondol Intimates Ltd. Managing Director
Mr. Abdul Momin Mondol (Nominated Cotton Field (BD) Ltd. Managing Director
by Mondol Fabrics Ltd.) Mondol Fashions Ltd. Managing Director
Director
Not applicable as the Mondol Apparels Ltd. Managing Director
Address: Plot 79/A, Le Meridien Number of Share Held: N/A
representative director does 392668220926 Alim Knit (BD) Ltd Managing Director
Commercial Space Level-5 (Block-2, 3 & Percentage: N/A
not hold any shares of MDB Mondol Knit Tex Ltd. Managing Director
6), Airport Road, Nikunja-2, Khilkhet,
Dhaka-1229, Cotton Club (BD) Ltd. Managing Director
Age: 42 years Cotton Clothing (BD) Ltd. Managing Director
Experience: 23 Years Tropical Knitex Ltd. Managing Director
Appollo Fashions Ltd Managing Director
Appollo Knitwears (BD) Ltd. Managing Director
Mondol Yarn Dyeing Ltd. Managing Director
Mondol Knitwears Ltd. Managing Director
Page | 191
Montrims Ltd. Managing Director
Trims International (BD) Ltd. Managing Director
Appollo Packaging (BD) Ltd. Managing Director
Mondol & Co. Ltd. Managing Director
Mondol Securities Ltd. Managing Director
Mbrella Ltd. Managing Director
Cotton Clout (BD) Ltd. Managing Director
Mondol Spinning Mills Ltd. Managing Director
Mondol Knit Composite Ltd. Managing Director
Mondol Auto Bricks Ltd. Managing Director
Uttara Poultry Complex Ltd. Managing Director
Panama Agro Complex Ltd. Managing Director
Executive Director
Haji-Abdul Majid Mondol Foundation
(CEO)
Director
2, Dhaka
Percentage: 2.25%
Age: 44 years
Mr. Dr. Mostafizur Rahman Popular Pharmaceuticals Ltd. Managing Director
(Nominated by Popular Popular Diagnostic Centre Ltd. Managing Director
Pharmaceuticals Ltd.) Popular Specialized Hospital Ltd. Managing Director
Not applicable as the
representative director does 642945224052
Address: House-4/A, Road-73, Gulshan- Percentage: N/A
not hold any shares of MDB
2, Dhaka Popular Medical College and Hospital Ltd. Managing Director
Age: 68 years

Director Number of Share Held:
Address: House-4/A, Road-73, Gulshan- 1203530073557927 135627171864 12,793,396 Hong Kong Shanghai Manjala Textiles Ltd. Director
2, Dhaka Percentage: 2.25%
Age: 34 years
AL - Haj Karim Textiles Ltd. Managing Director
Abdul Karim Limited Managing Director
Mr. Md. Wahid Miah Hypoid Composites Knit Limited Director
Director Karim Jute Spinners Limited Director
Address: SKS Tower, 7 VIP Road, Jobaida Karim Jute Mills Ltd Managing Director
1203530073560981 141799454464 28,483,488
Mohakhali, Dhaka-1212 Wahid Construction Ltd. Managing Director
Percentage: 5.00%
Age: 50 years Karim Asphalt & Ready Mix Managing Director
Experience: 26 years Karim Tex Limited Managing Director
Karim Shipping Lines Managing Director
Karim Dredgers Limited Managing Director
Page | 192
Mr. Mahbubul Hady Fazle Rab

Independent Director Not applicable as the
Number of Share Held: N/A RAB Consulting FZE, RAK, United Arab
Address: Plot 11, Road 136, Gulshan 1, independent director does not 438287940585 Proprietor
Percentage: N/A Emirates
Dhaka hold any shares of MDB
Age: 67 years
Mr. Nazimuddin Chowdhury

Independent Director Not applicable as the
Address: Flat 8B (Innstar View 5), House independent director does not 790326971944 - -
Percentage: N/A
5, Road 2, Gulshan 1, Dhaka 1212 hold any shares of MDB
Age: 63 years

Not applicable as the Managing
Address: N.B. Tower, 40/7 North Number of Share Held: N/A
Director & CEO of MDB does 789084307015 - -
Avenue Percentage: N/A
not hold any shares.
Gulshan-2, Dhaka-1212.
Age: 61 years
Experience: 39 years
Page | 193
(c) The average cost of acquisition of equity shares by the directors certified by the auditors:
AUDITOR'S CERTIFICATE ON THE AVERAGE COST OF ACQUISITION OF EQUITY SHARES BY THE DIRECTORS
This is to certify that after due verification, and as per the information contained in the audited financial statements, share register, return of allotment, Form 117 (Instrument of Transfer of Shares) and
Memorandum of Association of Midland Bank Limited (“the Bank”), we certify that the average cost of acquisition of equity shares by the Directors of Midland Bank Limited is as follows:
Bonus Bonus Bonus Bonus

Consideration Cash Cash Cash Cash Gift Cash Gift Cash Cash
Share Share Share Share
Date of Average
20-Mar-13 26-Jun-16 27-Jul-16 10-Oct-16 29-Jun-17 29-Jun-17 27-Jun-18 13-Sep-18 14-Sep-19 20-Feb-20 23-Dec-20 24-Jan-21 31-Mar-22
Allotment/Transfer Total Cost of Cost of
Sl. Total no. of
Designation Acquisition Acquisition
No. By shares held
By By By By By (in BDT) Per Share
Subscription By Transfer By Transfer By Transfer By Transfer By Transfer By Transfer By Transfer
Allotment Allotment Allotment Allotment Transfer (in BDT)
Name to the MoA (No. of (No. of (No. of (No. of (No. of (No. of (No. of
(No. of (No. of (No. of (No. of (No. of
(No. of Shares) Shares) Shares) Shares) Shares) Shares) Shares)
Shares) Shares) Shares) Shares) Shares)
Shares)
Mrs. Nilufer
1 Chairman 4,000,000 - - 320,000 475,200 - - 479,520 421,977 - 7,096,699 - - 12,793,396 40,000,000 3.13
Zafarullah
Mr. Md.
Shamsuzzaman
2 Vice Chairman 21,000,000 - - 1,680,000 2,494,800 - - 2,517,480 2,215,382 - - - - 29,907,662 210,000,000 7.02
(Nominee of Liberty
Knitwear Ltd.
Mr. Master Abul
3 Director 20,000,000 - (1,600,000) 1,600,000 2,200,000 - - 2,220,000 1,953,600 - - - - 26,373,600 184,000,000 6.98
Kashem
4 Dr. Kazi Shahidullah Director 8,000,000 (7,000,000) - 640,000 180,400 (621,600) - 119,880 105,494 - - - - 1,424,174 6,585,366 4.62
5 Mr. Kazi Omar Zafar Director 8,000,000 - - 640,000 950,400 - - 959,040 843,955 - 1,400,001 - - 12,793,396 80,000,000 6.25
Mr. Mohammed
6 Director 20,000,000 - - 1,600,000 2,376,000 - (4,700,000) 1,927,600 1,696,288 - - - - 22,899,888 200,000,000 8.73
Jamal Ullah
Mr. Ahsan Khan
7 Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - - - 28,483,488 200,000,000 7.02
Chowdhury
Mr. Rezaul Karim

8 (Nominee of Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - - - 28,483,488 200,000,000 7.02
Reedisha Knitex Ltd.)
Mr. A.K.M. Badiul

Alam
9 (Nominee of Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - - (27,483,488) 1,000,000 7,021,612 7.02
Garments Export
Village Ltd.)
Mr. Md. Kamal

Hossain
10 Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - - - 28,483,488 200,000,000 7.02
(Nominee of That’s It
Sportswear Ltd.
Mrs. Lutfa Begum

(Nominee of Hazrat
11 Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - (15,483,488) - 13,000,000 91,280,955 7.02
Amanat Shah
Spinning Mills Ltd.)
Mr. Hafizur Rahman

Sarker
12 Director 19,000,000 - - 1,520,000 2,257,200 - - 2,277,720 2,004,393 - - - - 27,059,313 190,000,000 7.02
(Nominee of Beq
Knit Ltd.)
Mr. Abdul Momin
Mondol
13 Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - - - 28,483,488 200,000,000 7.02
(Nominee of Mondol
Fabrics Ltd.)
14 Mr. Kazi Raihan Zafar Director 1,000,000 7,000,000 - 80,000 888,800 621,600 - 959,040 843,955 - 1,400,001 - - 12,793,396 86,216,000 6.74
Page | 194
Mr. Dr. Mostafizur
Rahman
15 (Nominee of Popular Director - - - - - - - - - 28,483,488 - - - 28,483,488 410,000,000 14.39
Pharmaceuticals
Ltd.)
Ms. Anushka
16 Director 8,000,000 - - 640,000 950,400 - - 959,040 843,955 - 1,400,001 - 12,793,396 80,000,000 6.25
Mehreen Zafar
17 Mr. Md. Wahid Miah Director 20,000,000 - - 1,600,000 2,376,000 - - 2,397,600 2,109,888 - - - - 28,483,488 200,000,000 7.02
Mr. Mahbubul Hady Independent

18
Fazle Rab Director

19
Chowdhury Director
No shareholding
Managing
Mr. Md. Ahsan-uz
20 Director &
Zaman
CEO
Sd/-
Dated Dhaka A. Qasem & Co.
Disclaimer:
This certificate is issued as requested by the management of Midland Bank Limited for the purpose of proposed Initial Public Offering (IPO) under Bangladesh Securities and Exchange Commission (Public Issue) Rules,
2015 and subsequent amendments thereon. Financial data disclosed in this certificate is based on the audited financial statements and underlying records of the Bank. We will not be liable for any damages or losses
arising from any investment decisions made on the basis of this certificate. Without our prior written consent, this certificate should not be otherwise referred to, in whole or in part, or quoted by expertise or
reference in any manner, or distributed in whole or in part or copied to any third party other than Bangladesh Securities and Exchange Commission.
Page | 195
(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/
directors. In this connection, a statement to be included:
Mrs. Nilufer Zafarullah (Chairman)

Issue
Date of Price/ Cumulative % pre- % Post
No of
Allotment/Transfer Nature Face Acquisition no. of issue issue Sources
Consideration Equity
of fully paid-up of issue value Price/ Equity paid up paid up of fund
shares
shares Transfer shares capital capital
Prices
20-Mar-13 Cash 4,000,000 10.00 10.00 4,000,000
10-Oct-16 320,000 10.00 10.00 4,320,000
29-Jun-17 Other than Ordinary 475,200 10.00 10.00 4,795,200 Own
2.25% 2.00%
13-Sep-18 cash (bonus) Shares 479,520 10.00 10.00 5,274,720 Sources
14-Sep-19 421,977 10.00 10.00 5,696,697
23-Dec-20 Transfer (gift) 7,096,699 10.00 N/A 12,793,396
Mr. Md. Shamsuzzaman (Vice Chairman – Nominated by Liberty Knitwear Ltd.)

Issue
No of
shares
Prices
20-Mar-13 Cash 21,000,000 10.00 10.00 21,000,000
10-Oct-16 1,680,000 10.00 10.00 22,680,000
Ordinary Own
29-Jun-17 Other than 2,494,800 10.00 10.00 25,174,800 5.25% 4.68%
Shares Sources
13-Sep-18 cash (bonus) 2,517,480 10.00 10.00 27,692,280
14-Sep-19 2,215,382 10.00 10.00 29,907,662
Mr. Master Abul Kashem (Director)

Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
27-Jul-16 Transfer (1,600,000) 10.00 10.00 18,400,000
10-Oct-16 Ordinary 1,600,000 10.00 10.00 20,000,000 Own
4.63% 4.12%
29-Jun-17 Other than Shares 2,200,000 10.00 10.00 22,200,000 Sources
13-Sep-18 cash (bonus) 2,220,000 10.00 10.00 24,420,000
14-Sep-19 1,953,600 10.00 10.00 26,373,600
Mr. Dr. Kazi Shahidullah (Director)

Issue
No of
shares
Prices
20-Mar-13 Cash 8,000,000 10.00 10.00 8,000,000
26-Jun-16 Transfer (7,000,000) 10.00 10.00 1,000,000
10-Oct-16 Other than 640,000 10.00 10.00 1,640,000
Ordinary Own
29-Jun-17 cash (bonus) 180,400 10.00 10.00 1,820,400 0.25% 0.22%
Shares Sources
29-Jun-17 Transfer (621,600) 10.00 10.00 1,198,800
13-Sep-18 Other than 119,880 10.00 10.00 1,318,680
14-Sep-19 cash (bonus) 105,494 10.00 10.00 1,424,174
Page | 196
Mr. Kazi Omar Zafar (Director)
Issue
No of
shares
Prices
20-Mar-13 Cash 8,000,000 10.00 10.00 8,000,000
10-Oct-16 640,000 10.00 10.00 8,640,000
2.25% 2.00%
14-Sep-19 843,955 10.00 10.00 11,393,395
23-Dec-20 Transfer (gift) 1,400,001 10.00 N/A 12,793,396
Mr. Mohammed Jamal Ullah (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 Other than 1,600,000 10.00 10.00 21,600,000
29-Jun-17 cash (bonus) 2,376,000 10.00 10.00 23,976,000
27-Jun-18 Ordinary (1,500,000) 10.00 10.00 22,476,000 Own
4.02% 3.58%
27-Jun-18 Transfer Shares (1,700,000) 10.00 10.00 20,776,000 Sources
27-Jun-18 (1,500,000) 10.00 10.00 19,276,000
13-Sep-18 Other than 1,927,600 10.00 10.00 21,203,600
14-Sep-19 cash (bonus) 1,696,288 10.00 10.00 22,899,888
Mr. Ahsan Khan Chowdhury (Director)

Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
Ordinary Own
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000 5.00% 4.45%
Shares Sources
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600
14-Sep-19 2,109,888 10.00 10.00 28,483,488
Mr. Rezaul Karim (Director – Nominated by Reedisha Knitex Ltd.)

Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
Ordinary Own
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000 5.00% 4.45%
Shares Sources
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600
14-Sep-19 2,109,888 10.00 10.00 28,483,488
Page | 197
Mr. A.K.M. Badiul Alam (Director – Nominated by Garments Export Village Ltd.)
Issue
Allotment/Transfer Nature No of Equity Face Acquisition no. of issue issue Sources
Consideration
of fully paid-up of issue shares value Price/ Equity paid up paid up of fund
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000
Ordinary Own
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600 0.18% 0.16%
Shares Sources
14-Sep-19 2,109,888 10.00 10.00 28,483,488
Transfer
31-Mar-22 (27,483,488) 10.00 10.00 1,000,000
(Cash)
Mr. Md. Kamal Hossain (Director – Nominated by That’s It Sportswear Ltd.)

Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
Ordinary Own
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000 5.00% 4.45%
Shares Sources
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600
14-Sep-19 2,109,888 10.00 10.00 28,483,488
Hazrat Amanat Shah Spinning Mills Ltd. (Sponsor Shareholder)

Issue
Consideration
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
29-Jun-17 Other than Ordinary 2,376,000 10.00 10.00 23,976,000 Own
2.28% 2.03%
13-Sep-18 cash (bonus) Shares 2,397,600 10.00 10.00 26,373,600 Sources
14-Sep-19 2,109,888 10.00 10.00 28,483,488
24-Jan-21 Transfer (15,483,488) 10.00 10.00 13,000,000
Mr. Hafizur Rahman Sarker (Director – Nominated by Beq Knit Ltd.)

Issue
No of
shares
Prices
20-Mar-13 Cash 19,000,000 10.00 10.00 19,000,000
10-Oct-16 1,520,000 10.00 10.00 20,520,000
Ordinary Own
29-Jun-17 Other than 2,257,200 10.00 10.00 22,777,200 4.75% 4.23%
Shares Sources
13-Sep-18 cash (bonus) 2,277,720 10.00 10.00 25,054,920
14-Sep-19 2,004,393 10.00 10.00 27,059,313
Page | 198
Mr. Abdul Momin Mondol (Director – Nominated by Mondol Fabrics Ltd.)
Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
Ordinary Own
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000 5.00% 4.45%
Shares Sources
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600
14-Sep-19 2,109,888 10.00 10.00 28,483,488
Mr. Kazi Raihan Zafar (Director)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
26-Jun-16 Transfer 7,000,000 10.00 10.00 8,000,000
10-Oct-16 Other than 80,000 10.00 10.00 8,080,000
29-Jun-17 cash (bonus) Ordinary 888,800 10.00 10.00 8,968,800 Own
2.25% 2.00%
29-Jun-17 Transfer Shares 621,600 10.00 10.00 9,590,400 Sources
13-Sep-18 Other than 959,040 10.00 10.00 10,549,440
14-Sep-19 cash (bonus) 843,955 10.00 10.00 11,393,395
23-Dec-20 Transfer (gift) 1,400,001 10.00 10.00 12,793,396
Mr. Dr. Mostafizur Rahman (Director – Nominated by Popular Pharmaceuticals Ltd.)

Issue
No of
shares
Prices
Ordinary Own
20-Feb-20 Cash 28,483,488 10.00 14.39 28,483,488 5.00% 4.45%
Shares Sources
Ms. Anushka Mehreen Zafar (Director)

Issue
No of
shares
Prices
20-Mar-13 Cash 8,000,000 10.00 10.00 8,000,000
10-Oct-16 640,000 10.00 10.00 8,640,000
2.25% 2.00%
14-Sep-19 843,955 10.00 10.00 11,393,395
23-Dec-20 Transfer (gift) 1,400,001 10.00 10.00 12,793,396
Page | 199
Mr. Md. Wahid Miah (Director)
Issue
Consideration
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
Ordinary Own
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000 5.00% 4.45%
Shares Sources
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600
14-Sep-19 2,109,888 10.00 10.00 28,483,488
Mr. Kazi Zafarullah (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 8,000,000 10.00 10.00 8,000,000
10-Oct-16 640,000 10.00 10.00 8,640,000
29-Jun-17 Other than 950,400 10.00 10.00 9,590,400
13-Sep-18 cash (bonus) 959,040 10.00 10.00 10,549,440
14-Sep-19 843,955 10.00 10.00 11,393,395
Ordinary Own
23-Dec-20 (7,096,699) 10.00 4,296,696 0.27% 0.24%
Shares Sources
23-Dec-20 (1,400,001) 10.00 2,896,695
Transfer (gift) N/A
23-Dec-20 (1,400,001) 10.00 1,496,694
23-Dec-20 (1,400,001) 10.00 96,693
Transfer
31-Mar-22 1,424,174 10.00 10.00 1,520,867
(Cash)
Mr. Kazi Ekramullah (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Mrs. Sabiha Mahboob (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Page | 200
Ms. Scherezad Joya Monami Latif (Sponsor Shareholder)
Issue
No of
shares
Prices
20-Mar-13 Cash 40,000,000 10.00 10.00 40,000,000
10-Oct-16 3,200,000 10.00 10.00 43,200,000
Ordinary Own
29-Jun-17 Other than 4,752,000 10.00 10.00 47,952,000 10.00% 8.91%
Shares Sources
13-Sep-18 cash (bonus) 4,795,200 10.00 10.00 52,747,200
14-Sep-19 4,219,776 10.00 10.00 56,966,976
Mr. Abdullah Ahmed Yousuf (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 23,000,000 10.00 10.00 23,000,000
10-Oct-16 1,840,000 10.00 10.00 24,840,000
29-Jun-17 Other than 2,732,400 10.00 10.00 27,572,400
Ordinary Own
13-Sep-18 cash (bonus) 2,757,240 10.00 10.00 30,329,640 5.50% 4.90%
Shares Sources
14-Sep-19 2,426,371 10.00 10.00 32,756,011
Transfer
31-Mar-22 (1,424,174) 10.00 10.00 31,331,837
(Cash)
Mr. M. Moniruzzaman Khandaker (Sponsor)

Issue
Consideration
Prices
20-Mar-13 Cash 10,000,000 10.00 10.00 10,000,000
24-Apr-13 Transfer 1,000,000 10.00 10.00 11,000,000
10-Oct-16 880,000 10.00 10.00 11,880,000
Ordinary Own
29-Jun-17 Other than 1,306,800 10.00 10.00 13,186,800 - -
Shares Sources
13-Sep-18 cash (bonus) 1,318,680 10.00 10.00 14,505,480
14-Sep-19 1,160,438 10.00 10.00 15,665,918
23-Aug-20 Transmission (15,665,918) 10.00 N/A -
* Mr. M. Moniruzzaman Khandaker deceased on August 17, 2018 and all shares were transferred to his successors.
Mr. Khandaker Rashed-S-Zaman (Sponsor Shareholder)

Issue
Consideration
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
Ordinary Own
24-Apr-13 Transfer (1,000,000) 10.00 10.00 - 1.60% 1.43%
Shares Sources
23-Aug-20 Transfer 9,138,452 10.00 N/A 9,138,452
Page | 201
Mr. Nazib Ahmed (Sponsor Shareholder)
Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Mrs. Ishrat Ahmed (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Ms. Dr. Fahmida Haque (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Mrs. Ela Haque (Sponsor)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
- -
14-Sep-19 105,494 10.00 10.00 1,424,174
29-Apr-21 Transmission (1,424,174) 10.00 N/A -
* Mrs. Ela Haque deceased on August 12, 2020 and all shares were transferred to her successors.
Page | 202
Mr. Niranjan Chandra Saha (Sponsor Shareholder)
Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Mrs. Salina Maksuda (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Mr. Basudev Saha (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 1,000,000 10.00 10.00 1,000,000
10-Oct-16 80,000 10.00 10.00 1,080,000
Ordinary Own
29-Jun-17 Other than 118,800 10.00 10.00 1,198,800 0.25% 0.22%
Shares Sources
13-Sep-18 cash (bonus) 119,880 10.00 10.00 1,318,680
14-Sep-19 105,494 10.00 10.00 1,424,174
Badsha Textiles Ltd. (Sponsor)

Issue
Consideration
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
29-Jun-17 Other than Ordinary 2,376,000 10.00 10.00 23,976,000 Own
- -
13-Sep-18 cash (bonus) Shares 2,397,600 10.00 10.00 26,373,600 Sources
14-Sep-19 2,109,888 10.00 10.00 28,483,488
20-Feb-20 Transfer (28,483,488) 10.00 10.00 -
Page | 203
Mr. Al-haj Mohammed Issa Badsha (Sponsor Shareholder)
Issue
Consideration
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
20-Aug-16 Transfer (1,600,000) 10.00 10.00 18,400,000
10-Oct-16 Other than 1,600,000 10.00 10.00 20,000,000
29-Jun-17 cash (bonus) 2,200,000 10.00 10.00 22,200,000
Ordinary Own
27-Jul-17 Transfer (1,000,000) 10.00 10.00 21,200,000 0.21% 0.19%
Shares Sources
27-Jul-17 Transfer (1,000,000) 10.00 10.00 20,200,000
19-Apr-18 Transfer (19,200,000) 10.00 10.00 1,000,000
13-Sep-18 Other than 100,000 10.00 10.00 1,100,000
14-Sep-19 cash (bonus) 88,000 10.00 10.00 1,188,000
Refat Garments Ltd. (Sponsor Shareholder)

Issue
No of
shares
Prices
20-Mar-13 Cash 20,000,000 10.00 10.00 20,000,000
10-Oct-16 1,600,000 10.00 10.00 21,600,000
Ordinary Own
29-Jun-17 Other than 2,376,000 10.00 10.00 23,976,000 5.00% 4.45%
Shares Sources
13-Sep-18 cash (bonus) 2,397,600 10.00 10.00 26,373,600
14-Sep-19 2,109,888 10.00 10.00 28,483,488
(e) Detail of shares issued by the company at a price lower than the issue price:
MDB has not issued any shares at a price lower than the issue price (BDT 10.00).
(f) History of significant (5% or more) changes in ownership of securities from inception:
No. of Shares Held

Date of Allotment/ Shares were made fully paid up
Badsha Textiles Ltd. Popular Pharmaceuticals Ltd.
20-Feb-20 (Transfer for Cash Consideration) (28,483,488) 28,483,488
Page | 204
SECTION: XIV CORPORATE GOVERNANCE
(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
The Company declares that it is in compliance with the requirements of the applicable regulations of Corporate
Governance Guidelines of the Bangladesh Securities and Exchange Commission in respect of corporate governance
including constitution of the Board and committees thereof.
Sd/-
Md. Ahsan-uz Zaman
(b) A compliance report of Corporate Governance requirements certified by competent authority:
Report to the Shareholders of Midland Bank Limited

On compliance on the Corporate Governance Code
We have examined the compliance status to the Corporate Governance Code by Midland Bank Limited for the year ended on
31st December 2021. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated 03 June 2018 of
the Bangladesh Securities and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the bank. Our examination was limited to the
procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the
Corporate Governance Code.
This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code
as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of
Bangladesh (ICSB) in so far as those standards are not inconsistent with any conditions of this Corporate Governance Code.
We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and
verification thereof, we report that, in our opinion:
a) The bank has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned
Corporate Governance Code issued by the Commission except those mentioned in the statement of compliance status;
b) The bank has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the
Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;
c) Proper books and records have been kept by the bank as required under the Companies Act, 1994, the Securities Laws and
other relevant laws;
d) The governance of the bank is highly satisfactory.
Sd/-
Place: Dhaka For K. M. HASAN & CO.
Dated: 26 April 2022 Chartered Accountants
Md. Shahidul Islam FCA

Partner
Page | 205
Compliance Status on Corporate Governance Guidelines
Bangladesh Securities and Exchange Commission (BSEC) has introduced a new checklist for Compliance Status of
Corporate Governance Guidelines vide Notification dated 03 June 2018 for the Companies listed with Stock
Exchanges. Bank’s Status of compliance is appended below:
Status of Compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission’s
Notification No.SEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 issued under section 2CC of the
Securities and Exchange Ordinance, 1969:
(Report under condition no. 9)

(Annexure C)
Compliance Status
( has been Put in the
Remarks
Condition No. Title appropriate column)
(if any)
Not
Complied
complied
1 Board of Directors:
Size of the Board of Directors:
The total number of members of a company’s Board of
1 (1)
Directors (hereinafter referred to as “Board”) shall not be
less than 5 (five) and more than 20 (twenty).
1 (2) Independent Directors:
MDB has
complied
relevant
provision of the
Bank Companies
Act 1991
relating to
appointment of
Independent
Directors as per
Section 15(9) of
the Act. In
addition, the
Board of MDB in
its 121st meeting
At least one-fifth (1/5) of the total number of directors in the decided to
company’s Board shall be independent directors; any search and
1 (2) (a)
fraction shall be considered to the next integer or whole appoint another
number for calculating number of independent director(s); 2(two)
competent
individuals as
Independent
Directors before
listing/IPO
subject to
approval of
BSEC,
Bangladesh and
subsequent
approval in the
AGM Bank.
Page | 206
1 (2) (b) Independent Directors means a Director:
Who either does not hold any share in the company or holds Does not hold
1 (2) (b) (i) less than one percent (1%) shares of the total paid-up shares any shares in the
of the company; Bank (company).
Who is not a sponsor of the company or is not connected
with the company’s any sponsor or director or nominated
director or shareholder of the company or any of its
associates, sister concerns, subsidiaries and parents or
holding entities who holds one percent (1%) or more shares
of the total paid-up shares of the company on the basis of
1 (2) (b) (ii)
family relationship and his or her family members also shall
not hold above mentioned shares in the company:
Provided that spouse, son, daughter, father, mother,

brother, sister, son-in-law and daughter-in-law shall be
considered as family members;
Who has not been an executive of the company in
1 (2) (b) (iii)
immediately preceding 2 (two) financial years;
Who does not have any other relationship, whether
1 (2) (b) (iv) pecuniary or otherwise, with the company or its subsidiary
or associated companies;
Who is not a member or TREC (Trading Right Entitlement
1 (2) (b) (v) Certificate) holder, director or officer of any stock exchange;
Who is not a shareholder, director excepting independent

1 (2) (b) (vi) director or officer of any member or TREC holder of stock
exchange or an intermediary of the capital market;
Who is not a partner or an executive or was not a partner or
an executive during the preceding 3 (three) years of the
concerned company’s statutory audit firm or audit firm
1 (2) (b) (vii)
engaged in internal audit services or audit firm conducting
special audit or professional certifying compliance of this
Code;
Who is not independent director in more than 5 (five) listed
1 (2) (b) (viii)
companies;
Who has not been convicted by a court of competent
jurisdiction as a defaulter in payment of any loan or any
1 (2) (b) (ix)
advance to a bank or a Non-Bank Financial Institution (NBFI);
and
Who has not been convicted for a criminal offence involving
1 (2) (b) (x)
moral turpitude;
The independent director(s) shall be appointed by the Board
1 (2) (c) and approved by the shareholders in the Annual General
Meeting (AGM);
The post of independent director(s) cannot remain vacant No Vacancy
1 (2) (d)
for more than 90 (ninety) days; and occurred
The tenure of office of an independent director shall be for
a period of 3 (three) years, which may be extended for 1
(one) tenure only:
Provided that a former independent director may be

considered for reappointment for another tenure after a
1 (2) (e)
time gap of one tenure, i.e., three years from his or her
completion of consecutive two tenures [i.e. six years]:
Provided further that the independent director shall not be

subject to retirement by rotation as per the ‡Kv¤úvbx AvBb,
1994 (1994 m‡bi 18bs AvBb) (Companies Act, 1994).
Page | 207
Explanation: For the purpose of counting tenure or term of
independent director, any partial term of tenure shall be
deemed to be a full tenure.
1 (3) Qualification of Independent Director:
Independent director shall be a knowledgeable individual
with integrity who is able to ensure compliance with
1 (3) (a)
financial laws, regulatory requirements and corporate laws
and can make meaningful contribution to the business;
He or she shall be a Business Leader who is or was a
promoter or director of an unlisted company having
1 (3) (b) (i) minimum paid-up capital of Tk. 100.00 million or any listed
company or a member of any national or international
chamber of commerce or business association; or
He or she shall be a Corporate Leader who is or was a top
level executive not lower than Chief Executive Officer or
Managing Director or Deputy Managing Director or Chief
Financial Officer or Head of Finance or Accounts or Company
Secretary or Head of Internal Audit and Compliance or Head
of Legal Service or a candidate with equivalent position of an
unlisted company having minimum paid-up capital of Tk.
100.00 million or of a listed company; or
1 (3) (b) (ii)
Explanation: Top level executive includes Managing Director
(MD) or Chief Executive Officer (CEO), Additional or Deputy
Managing Director (AMD or DMD), Chief Operating Officer
(COO), Chief Financial Officer (CFO), Company Secretary
(CS), Head of Internal Audit and Compliance (HIAC), Head of
Administration and Human Resources or equivalent
positions and same level or ranked or salaried officials of the
company.
He or she shall be a Former official of government or
statutory or autonomous or regulatory body in the position
1 (3) (b) (iii) not below 5th Grade of the national pay scale, who has at
least educational background of bachelor degree in
economics or commerce or business or Law; or
He or she shall be a University Teacher who has educational
1 (3) (b) (iv) background in Economics or Commerce or Business Studies Not Applicable
or Law; or
He or she shall be a Professional who is or was an advocate
practicing at least in the High Court Division of Bangladesh
Supreme Court or a Chartered Accountant or Cost and
1 (3) (b) (v) Management Accountant or Chartered Financial Analyst or Not Applicable
Chartered Certified Accountant or Certified Public
Accountant or Chartered Management Accountant or
Chartered Secretary or equivalent qualification;
The independent director shall have at least 10 (ten) years
1 (3) (c)
of experiences in any field mentioned in clause (b);
In special cases, the above qualifications or experiences may
1 (3) (d) Not Applicable
be relaxed subject to prior approval of the Commission.
Duality of Chairperson of the Board of Directors and Managing Director or
1 (4)
Chief Executive Officer:
The positions of the Chairperson of the Board and the
1 (4) (a)
Managing Director (MD) and/or Chief Executive Officer
(CEO) of the company shall be filled by different individuals;
The Managing Director (MD) and/or Chief Executive Officer
1 (4) (b) (CEO) of a listed company shall not hold the same position in
another listed company;
Page | 208
1 (4) (c) The Chairperson of the Board shall be elected from among
the non-executive directors of the company;
Roles and
responsibilities
are as per
The Board shall clearly define respective roles and
1 (4) (d) Bangladesh
responsibilities of the Chairperson and the Managing
Bank’s
Director and/or Chief Executive Officer;
guidelines and
service rules of
the Bank.
In the absence of the Chairperson of the Board, the
remaining members may elect one of themselves from
1 (4) (e)
nonexecutive directors as Chairperson for that particular No such incident
Board’s meeting; the reason of absence of the regular
Chairperson shall be duly recorded in the minutes.
1 (5) The Directors’ Report to Shareholders shall include the following additional statements or disclosures:
An industry outlook and possible future developments in the
1 (5) (i)
industry;
The segment-wise or product-wise performance;
1 (5) (ii)
Risks and concerns including internal and external risks
1 (5) (iii) factors, threat to sustainability and negative impact on
environment, if any;
A discussion on Cost of Goods sold, Gross Profit Margin and
1 (5) (iv) Not Applicable
Net Profit Margin, where applicable;
Discussion on continuity of any extra-ordinary activities and
1 (5) (v) Not Applicable
their implications (gain or loss);
A detailed discussion on related party transactions along
with a statement showing amount, nature of related party,
1 (5) (vi)
nature of transactions and basis of transactions of all related
party transactions;
A statement of utilization of proceeds raised through public
1 (5) (vii) Not Applicable
issues, rights issues and/or any others instruments;
An explanation if the financial results deteriorate after the
1 (5) (viii) company goes for Initial Public Offering (IPO), Repeat Public Not Applicable
Offering (RPO), Rights Share Offer, Direct Listing, etc.;
An explanation on any significant variance that occurs
1 (5) (ix) between Quarterly Financial performances and Annual Not Applicable
Financial Statements;
A statement of remuneration paid to the Directors including
1 (5) (x)
Independent Directors;
A statement that the financial statements prepared by the
management of the issuer company present fairly its state
1 (5) (xi)
of affairs, the result of its operations, cash flows and changes
in equity;
A statement that proper books of account of the issuer
1 (5) (xii)
company have been maintained;
A statement that appropriate accounting policies have been
consistently applied in preparation of the financial
statements and that the accounting estimates are based on
1 (5) (xiii)
reasonable and prudent judgment;
A statement that International Accounting Standards

(IAS)/International Financial Reporting Standards (IFRS), as
1 (5) (xiv) applicable in Bangladesh, have been followed in preparation
of the financial statements and any departure there from
has been adequately disclosed;
Page | 209
A statement that the system of internal control is sound in
1 (5) (xv) design and has been effectively implemented and
monitored;
A statement that minority shareholders have been
protected from abusive actions by, or in the interest of,
1 (5) (xvi) Not Applicable
controlling shareholders acting either directly or indirectly
and have effective means of redress;
A statement that there is no significant doubt upon the
issuer company’s ability to continue as a going concern, if
1 (5) (xvii)
the issuer company is not considered to be a going concern,
the fact along with reasons thereof shall be disclosed;
An explanation that significant deviations from the last
1 (5) (xviii) year’s operating results of the issuer company shall be Not Applicable
highlighted and the reasons thereof shall be explained;
A statement where key operating and financial data of at
1 (5) (xix)
least preceding 5 (five) years shall be summarized;
Not Applicable
An explanation on the reasons if the issuer company has (5% cash
1 (5) (xx)
not declared dividend (cash or stock) for the year; dividend
declared)
Board’s statement to the effect that no bonus share or stock
1 (5) (xxi) Not Applicable
dividend has been or shall be declared as interim dividend;
The total number of Board meetings held during the year
1 (5) (xxii)
and attendance by each Director;
Pattern of shareholding disclosing the aggregate number of shares (along with name wise details where
1 (5) (xxiii) stated below) held by:-
Parent or Subsidiary or Associated Companies and other
1 (5) (xxiii) (a) Not Applicable
related parties;
Directors, Chief Executive Officer, Company Secretary, Chief
1 (5) (xxiii) (b) Financial Officer, Head of Internal Audit and Compliance and
their spouses and minor children;
Executives (top 5 (five) salaried employees of the company,
1 (5) (xxiii) (c)
other than stated in 1 (5) (xxiii)(b); and
Shareholders holding ten percent (10%) or more voting
1 (5) (xxiii) (d) Not Applicable
interest in the company;
In case of the appointment or reappointment of a director, a disclosure on the following information to the
1 (5) (xxiv)
shareholders:
1 (5) (xxiv) (a) A brief resume of the director;
Nature of his or her expertise in specific functional areas;
1 (5) (xxiv) (b)
and
Names of companies in which the person also holds the
1 (5) (xxiv) (c) directorship and the membership of committees of the
Board;
A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the
1 (5) (xxv) company’s position and operations along with a brief discussion of changes in the financial statements,
among others, focusing on:
Accounting policies and estimation for preparation of
1 (5) (xxv) (a)
financial statements;
Changes in accounting policies and estimation, if any, clearly
No changes
describing the effect on financial performance or results and
1 (5) (xxv) (b) occurred during
financial position as well as cash flows in absolute figure for
the year
such changes;
Comparative analysis (including effects of inflation) of
financial performance or results and financial position as
1 (5) (xxv) (c)
well as cash flows for current financial year with immediate
preceding five year’s explaining reasons thereof;
Page | 210
Compare such financial performance or results and financial
1 (5) (xxv) (d) position as well as cash flows with the peer industry
scenario;
Briefly explain the financial and economic scenario of the
1 (5) (xxv) (e)
country and the globe;
Risks and concerns issues related to the financial statements
explaining such risks and concerns mitigation plan of the
1 (5) (xxv) (f)
company; and
Future plan or projection or forecast for company’s

operation, performance and financial position, with
1 (5) (xxv) (g)
justification thereof i.e., actual position shall be explained to
the shareholders in the next AGM;
Declaration or certification by the CEO and the CFO to the
1 (5) (xxvi) Board as required under condition No. 3(3) shall be disclosed
as per Annexure-A; and
The report as well as certificate regarding compliance of
1 (5) (xxvii) conditions of this Code as required under condition No. 9
shall be disclosed as per Annexure-B and Annexure-C.
Meetings of the Board of Directors :
The company shall conduct its Board meetings and record
the minutes of the meetings as well as keep required books
and records in line with the provisions of the relevant
1 (6)
Bangladesh Secretarial Standards (BSS) as adopted by the
Institute of Chartered Secretaries of Bangladesh (ICSB) in so
far as those standards are not inconsistent with any
condition of this Code;
Code of Conduct for the Chairperson, other Board Members and
1 (7)
Chief Executive Officer:
The Board shall lay down a Code of Conduct based on the
recommendation of the Nomination and Remuneration
Committee (NRC) at condition No.6, for the Chairperson of
1 (7) (a) Not Applicable
the Board, other
Board members and Chief Executive Officer of the
Company;
As per
Bangladesh
Bank letter ref:
BRPD/(R-
1)717/2021-
5064 dated 16
June 2021,
advised the
The Code of Conduct as determined by the NRC shall be
scheduled banks
posted on the website of the company including, among
that since
others, prudent conduct and behavior, confidentiality,
formation of
1 (7) (b) conflict of interest, compliance with laws, rules and
NRC is
regulations, prohibition of insider trading, relationship with
contradictory
environment, employees, customers and suppliers and
with the Bank
independency.
Company Act,
1991; the
scheduled Banks
have no scope
to comply with
the provisions
relating to NRC
of Corporate
Page | 211
Governance
Code.
2 Governance of Board of Directors of Subsidiary Company:

Provisions relating to the composition of the Board of the
2 (a) holding company shall be made applicable to the Not Applicable
composition of the Board of the subsidiary company;
At least 1 (one) independent director on the Board of the
2 (b) holding company shall be a director on the Board of the Not Applicable
subsidiary company;
The minutes of the Board meeting of the subsidiary company
2 (c) shall be placed for review at the following Board meeting of Not Applicable
the holding company;
The minutes of the respective Board meeting of the holding
2 (d) company shall state that they have reviewed the affairs of Not Applicable
the subsidiary company also;
The Audit Committee of the holding company shall also
2 (e) review the financial statements, in particular the Not Applicable
investments made by the subsidiary company.
Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal
3
Audit and Compliance (HIAC) and Company Secretary (CS):
3 (1) Appointment:
The Board shall appoint a Managing Director (MD) or Chief
Executive Officer (CEO), a Company Secretary (CS), a Chief
3 (1) (a)
Financial Officer (CFO) and a Head of Internal Audit and
Compliance (HIAC);
The positions of the Managing Director (MD) or Chief
Executive Officer (CEO), Company Secretary (CS), Chief
3 (1) (b)
Financial Officer (CFO) and Head of Internal Audit and
Compliance (HIAC) shall be filled by different individuals;
The MD or CEO, CS, CFO and HIAC of a listed company shall
3 (1) (c) not hold any executive position in any other company at the
same time;
The Board shall clearly define respective roles,
3 (1) (d)
responsibilities and duties of the CFO, the HIAC and the CS;
The MD or CEO, CS, CFO and HIAC shall not be removed from
their position without approval of the Board as well as
3 (1) (e)
immediate dissemination to the Commission and stock
exchange(s).
Requirement to attend Board of Directors’ Meetings:
The MD or CEO, CS, CFO and HIAC of the company shall
attend the meetings of the Board:
3 (2)
Provided that the CS, CFO and/or the HIAC shall not attend
such part of a meeting of the Board which involves
consideration of an agenda item relating to their personal
matters.
Duties of Managing Director (MD) or Chief Executive Officer (CEO) and
3 (3)
Chief Financial Officer (CFO):
The MD or CEO and CFO shall certify to the Board that they
3 (3) (a) have reviewed financial statements for the year and that to
the best of their knowledge and belief:
These statements do not contain any materially untrue
3 (3) (a) (i) statement or omit any material fact or contain statements
that might be misleading; and
Page | 212
These statements together present a true and fair view of
3 (3) (a) (ii) the company’s affairs and are in compliance with existing
accounting standards and applicable laws;
The MD or CEO and CFO shall also certify that there are, to
the best of knowledge and belief, no transactions entered
3 (3) (b) into by the company during the year which are fraudulent,
illegal or in violation of the code of conduct for the
company’s Board or its members;
3 (3) (c) The certification of the MD or CEO and CFO shall be disclosed
in the Annual Report.
Board of Directors’ Committee:
4
For ensuring good governance in the company, the Board shall have at least following sub-committees:
4 (i) Audit Committee; and
4 (ii) Nomination and Remuneration Committee.
5 Audit Committee:
5 (1) Responsibility to the Board of Directors:
The company shall have an Audit Committee as a
5 (1) (a)
subcommittee of the Board;
The Audit Committee shall assist the Board in ensuring that
the financial statements reflect true and fair view of the
5 (1) (b)
state of affairs of the company and in ensuring a good
monitoring system within the business;
The Audit Committee shall be responsible to the Board; the
5 (1) (c) duties of the Audit Committee shall be clearly set forth in
writing.
5 (2) Constitution of the Audit Committee:
The Audit Committee shall be composed of at least 3 (three)
5 (2) (a)
members;
The Board shall appoint members of the Audit Committee
who shall be non-executive directors of the company
5 (2) (b)
excepting Chairperson of the Board and shall include at least
1 (one) independent director;
All members of the audit committee should be “financially
literate” and at least 1 (one) member shall have accounting
or related financial management background and 10 (ten)
years of such experience;
Explanation: The term “financially literate” means the ability

to read and understand the financial statements like
5 (2) (c)
statement of financial position, statement of comprehensive
income, statement of changes in equity and cash flows
statement and a person will be considered to have
accounting or related financial management expertise if he
or she possesses professional qualification or Accounting or
Finance graduate with at least 10 (ten) years of corporate
management or professional experiences.
When the term of service of any Committee member expires
or there is any circumstance causing any Committee
member to be unable to hold office before expiration of the
term of service, thus making the number of the Committee
members to be lower than the prescribed number of 3
5 (2) (d) No such incident
(three) persons, the Board shall appoint the new Committee
member to fill up the vacancy immediately or not later than
1 (one) month from the date of vacancy in the Committee to
ensure continuity of the performance of work of the Audit
Committee;
The company secretary shall act as the secretary of the
5 (2) (e)
Committee;
Page | 213
The quorum of the Audit Committee meeting shall not
5 (2) (f)
constitute without at least 1 (one) independent director.
5 (3) Chairperson of the Audit Committee:
The Board shall select 1 (one) member of the Audit
5 (3) (a) Committee to be Chairperson of the Audit Committee, who
shall be an independent director;
In the absence of the Chairperson of the Audit Committee,
the remaining members may elect one of themselves as
Chairperson for that particular meeting, in that case there
5 (3) (b) No such incident
shall be no problem of constituting a quorum as required
under condition No. 5(4)(b) and the reason of absence of the
regular Chairperson shall be duly recorded in the minutes.
Chairperson of the Audit Committee shall remain present in
the Annual General Meeting (AGM):
Provided that in absence of Chairperson of the Audit

5 (3) (c) Committee, any other member from the Audit Committee Shall be invited
shall be selected to be present in the annual general meeting to remain
(AGM) and reason for absence of the Chairperson of the present
Audit Committee shall be recorded in the minutes of the
AGM.
5 (4) Meeting of the Audit Committee:
The Audit Committee shall conduct at least its four meetings
in a financial year:
5 (4) (a)
Provided that any emergency meeting in addition to regular
meeting may be convened at the request of any one of the
members of the Committee;
The quorum of the meeting of the Audit Committee shall be
constituted in presence of either two members or two-third
5 (4) (b) of the members of the Audit Committee, whichever is
higher, where presence of an independent director is a
must.
5 (5) Role of Audit Committee (the Audit Committee shall):
5 (5) (a) Oversee the financial reporting process;
5 (5) (b) Monitor choice of accounting policies and principles;
Monitor Internal Audit and Compliance process to ensure
that it is adequately resourced, including approval of the
5 (5) (c)
Internal Audit and Compliance Plan and review of the
Internal Audit and Compliance Report;
5 (5) (d) Oversee hiring and performance of external auditors;
Hold meeting with the external or statutory auditors for
5 (5) (e) review of the annual financial statements before submission
to the Board for approval or adoption;
Review along with the management, the annual financial
5 (5) (f)
statements before submission to the Board for approval;
Review along with the management, the quarterly and half
5 (5) (g) yearly financial statements before submission to the Board
for approval;
Review the adequacy of internal audit function;
5 (5) (h)
Review the Management’s Discussion and Analysis before
5 (5) (i)
disclosing in the Annual Report;
Review statement of all related party transactions submitted
5 (5) (j)
by the management;
Review Management Letters or Letter of Internal Control
5 (5) (k)
weakness issued by statutory auditors;
Page | 214
Oversee the determination of audit fees based on scope and
magnitude, level of expertise deployed and time required for
5 (5) (l)
effective audit and evaluate the performance of external
auditors; and
Oversee whether the proceeds raised through Initial Public
Offering (IPO) or Repeat Public Offering (RPO) or Rights
Share Offer have been utilized as per the purposes stated in
relevant offer document or prospectus approved by the
Commission: Provided that the management shall disclose Not Applicable
to the Audit Committee about the uses or applications of the
proceeds by major category (capital expenditure, sales and
5 (5) (m)
marketing expenses, working capital, etc.), on a quarterly
basis, as a part of their quarterly declaration of financial
results: Provided further that on an annual basis, the
company shall prepare a statement of the proceeds utilized
for the purposes other than those stated in the offer
document or prospectus for publication in the Annual
Report along with the comments of the Audit Committee.
5 (6) Reporting of the Audit Committee:
5 (6) (a) Reporting to the Board of Directors-
The Audit Committee shall report on its activities to the
5 (6) (a) (i)
Board.
5 (6) (a) (ii) The Audit Committee shall immediately report to the Board on the following findings, if any:
5 (6) (a) (ii) (a) Report on conflicts of interests; Not Applicable
Suspected or presumed fraud or irregularity or material
5 (6) (a) (ii) (b) defect identified in the internal audit and compliance Not Applicable
process or in the financial statements;
Suspected infringement of laws, regulatory compliances
5 (6) (a) (ii) (c) Not Applicable
including securities related laws, rules and regulations; and
Any other matter which the Audit Committee deems
5 (6) (a) (ii) (d) Not Applicable
necessary shall be disclosed to the Board immediately;
Reporting to the Authorities: If the Audit Committee has
reported to the Board about anything which has material
impact on the financial condition and results of operation
and has discussed with the Board and the management that
any rectification is necessary and if the Audit Committee
5 (6) (b) finds that such rectification has been unreasonably ignored, Not Applicable
the Audit Committee shall report such finding to the
Commission, upon reporting of such matters to the Board
for three times or completion of a period of 6 (six) months
from the date of first reporting to the Board, whichever is
earlier.
Reporting to the Shareholders and General Investors:
Report on activities carried out by the Audit Committee,
including any report made to the Board under condition No.
5 (7)
5(6)(a)(ii) above during the year, shall be signed by the
Not Applicable
Chairperson of the Audit Committee and disclosed in the
annual report of the issuer company.
6 Nomination and Remuneration Committee (NRC).
6 (1) Responsibility to the Board of Directors:
The company shall have a Nomination and Remuneration
6 (1) (a) Not Applicable
Committee (NRC) as a sub-committee of the Board;
The NRC shall assist the Board in formulation of the
nomination criteria or policy for determining qualifications,
6 (1) (b)
positive attributes, experiences and independence of
directors and top level executive as well as a policy for
Page | 215
formal process of considering remuneration of directors, top
level executive;
(c) The Terms of Reference (ToR) of the NRC shall be clearly
6 (1) (c) set forth in writing covering the areas stated at the condition
No. 6(5)(b).
6 (2) Constitution of the NRC:
The Committee shall comprise of at least three members
6 (2) (a)
including an independent director;
All members of the Committee shall be non-executive
6 (2) (b)
directors;
Members of the Committee shall be nominated and
6 (2) (c)
appointed by the Board;
The Board shall have authority to remove and appoint any
6 (2) (d)
member of the Committee;
In case of death, resignation, disqualification, or removal of
any member of the Committee or in any other cases of
6 (2) (e) vacancies, the board shall fill the vacancy within 180 (one As per
hundred eighty) days of occurring such vacancy in the Bangladesh
Committee; Bank letter ref:
The Chairperson of the Committee may appoint or co-opt BRPD/(R-
any external expert and/or member(s) of staff to the 1)717/2021-
Committee as advisor who shall be non-voting member, if 5064 dated 16
6 (2) (f) June 2021,
the Chairperson feels that advice or suggestion from such
external expert and/or member(s) of staff shall be required advised the
or valuable for the Committee; scheduled banks
The company secretary shall act as the secretary of the that since
6 (2) (g) formation of
Committee;
NRC is
The quorum of the NRC meeting shall not constitute without
6 (2) (h) contradictory
attendance of at least an independent director;
with the Bank
No member of the NRC shall receive, either directly or
Company Act,
indirectly, any remuneration for any advisory or consultancy
6 (2) (i) 1991; the
role or otherwise, other than Director’s fees or honorarium
scheduled Banks
from the company.
have no scope
6 (3) Chairperson of the NRC:
to comply with
The Board shall select 1 (one) member of the NRC to be
the provisions
6 (3) (a) Chairperson of the Committee, who shall be an independent relating to NRC
director;
of Corporate
In the absence of the Chairperson of the NRC, the remaining Governance
members may elect one of themselves as Chairperson for Code.
6 (3) (b)
that particular meeting, the reason of absence of the regular
Chairperson shall be duly recorded in the minutes;
The Chairperson of the NRC shall attend the annual general
meeting (AGM) to answer the queries of the shareholders:
Provided that in absence of Chairperson of the NRC, any

6 (3) (c) other member from the NRC shall be selected to be present
in the annual general meeting (AGM) for answering the
shareholder’s queries and reason for absence of the
Chairperson of the NRC shall be recorded in the minutes of
the AGM.
6 (4) Meeting of the NRC:
The NRC shall conduct at least one meeting in a financial
6 (4) (a)
year;
The Chairperson of the NRC may convene any emergency
6 (4) (b)
meeting upon request by any member of the NRC;
The quorum of the meeting of the NRC shall be constituted
6 (4) (c)
in presence of either two members or two third of the
members of the Committee, whichever is higher, where
Page | 216
presence of an independent director is must as required
under condition No. 6(2)(h);
(d) The proceedings of each meeting of the NRC shall duly be
6 (4) (d) recorded in the minutes and such minutes shall be
confirmed in the next meeting of the NRC.
6 (5) Role of the NRC:
NRC shall be independent and responsible or accountable to
6 (5) (a)
the Board and to the shareholders;
NRC shall oversee, among others, the following
6 (5) (b) matters and make report with recommendation to the
Board:
Formulating the criteria for determining qualifications,
positive attributes and independence of a director and
6 (5) (b) (i) recommend a policy to the Board, relating to the
remuneration of the directors, top level executive,
considering the following:
The level and composition of remuneration is reasonable
6 (5) (b) (i) (a) and sufficient to attract, retain and motivate suitable
directors to run the company successfully;
The relationship of remuneration to performance is clear
6 (5) (b) (i) (b) DO
and meets appropriate performance benchmarks; and
Remuneration to directors, top level executive involves a
balance between fixed and incentive pay reflecting short and
6 (5) (b) (i) (c)
long-term performance objectives appropriate to the
working of the company and its goals;
Devising a policy on Board’s diversity taking into
6 (5) (b) (ii) consideration age, gender, experience, ethnicity,
educational background and nationality;
Identifying persons who are qualified to become directors
and who may be appointed in top level executive position in
6 (5) (b) (iii)
accordance with the criteria laid down, and recommend
their appointment and removal to the Board;
Formulating the criteria for evaluation of performance of
6 (5) (b) (iv)
independent directors and the Board;
Identifying the company’s needs for employees at different
6 (5) (b) (v) levels and determine their selection, transfer or
replacement and promotion criteria; and
Developing, recommending and reviewing annually the
6 (5) (b) (vi)
company’s human resources and training policies;
The company shall disclose the nomination and
remuneration policy and the evaluation criteria and
6 (5) (c)
activities of NRC during the year at a glance in its annual
report.
7 External or Statutory Auditors:
The issuer company shall not engage its external or statutory auditors to perform
7 (1)
the following services of the company, namely:-
7 (1) (i) Appraisal or valuation services or fairness opinions;
7 (1) (ii) Financial information systems design and implementation;
Book-keeping or other services related to the accounting
7 (1) (iii)
records or financial statements;
7 (1) (iv) Broker-dealer services;
7 (1) (v) Actuarial services;
7 (1) (vi) Internal audit services or special audit services;
7 (1) (vii) Any service that the Audit Committee determines;
Audit or certification services on compliance of corporate
7 (1) (viii)
governance as required under condition No. 9(1); and
7 (1) (ix) Any other service that creates conflict of interest.
Page | 217
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; his or
her family members also shall not hold any shares in the said
7 (2) company:
Provided that spouse, son, daughter, father, mother,

brother, sister, son-in-law and daughter-in-law shall be
considered as family members.
Representative of external or statutory auditors shall remain
present in the Shareholders’ Meeting (Annual General
7 (3)
Meeting or Extraordinary General Meeting) to answer the
queries of the shareholders.
8 Maintaining a website by the Company:
The company shall have an official website linked with the
8 (1)
website of the stock exchange.
The company shall keep the website functional from the Website is
8 (2) date of listing. already
functional
Not Applicable
The company shall make available the detailed disclosures (Will Comply
8 (3) on its website as required under the listing regulations of upon listing with
the concerned stock exchange(s). Stock
Exchanges)
9 Reporting and Compliance of Corporate Governance:
The company shall obtain a certificate from a practicing
Professional Accountant or Secretary (Chartered Accountant
or Cost and Management Accountant or Chartered
Secretary) other than its statutory auditors or audit firm on
yearly basis regarding compliance of conditions of Corporate
Governance Code of the Commission and shall such
certificate shall be disclosed in the Annual Report.
9 (1) Explanation: “Chartered Accountant” means Chartered

Accountant as defined in the Bangladesh Chartered
Accountants Order, 1973 (President’s Order No. 2 of 1973);
“Cost and Management Accountant” means Cost and
Management Accountant as defined in the Cost and
Management Accountants Ordinance, 1977 (Ordinance No.
LIII of 1977); “Chartered Secretary” means Chartered
Secretary as defined in the PvUvW© ‡m‡µUvixR AvBb, 2010 (2010
m‡bi 25bs AvBb) (Chartered Secretaries Act, 2010).
The professional who will provide the certificate on
compliance of this Corporate Governance Code shall be
9 (2)
appointed by the shareholders in the annual general
meeting.
The directors of the company shall state, in accordance with
9 (3) the Annexure-C attached, in the directors’ report whether
the company has complied with these conditions or not.
Page | 218
MANAGEMENT DISCLOSURE REGARDING COMPLIANCE OF CORPORATE GOVERNANCE CODE
The current Board of Midland Bank Limited has two Independent Directors as per section 15 (9) of the Bank Company
Act, 1991 where the Board size is 17 (seventeen) [Total Directors: 17, Shareholding Directors: 15 and Independent
Directors: 2].
The Board of Directors of Midland Bank Limited (MDB) in its 123rd meeting held on 29th May 2022 and in its 125th
meeting held on 30th June 2022 has approved the appointment of additional two new Independent Directors to
comply with the condition no. 1(2)(a) of the Corporate Government Code dated June 3, 2018 issued by the BSEC.
The inclusion of the two new Independent Director into the Board of MDB is on process, awaiting approval from the
Bangladesh Securities and Exchange Commission and Bangladesh Bank.
On behalf Midland Bank Limited
Sd/-
Md. Ahsan-uz Zaman
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:
Audit Committee:
In accordance with the Corporate Governance Guidelines adopted by Bangladesh Securities and Exchange
Commission (BSEC), the Board formed an Audit Committee comprises of the following Non-Executive and
Independent Directors of the Company:
Position in the
Sl. Name of Committee member Position in the Company
Committee
1 Mr. Nazimuddin Chowdhury Independent Director Chairman
2 Mr. Dr. Kazi Shahidullah Director Member
3 Ms. Anushka Mehreen Zafar Director Member
4 Mr. Md. Kamal Hossain Director Member
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:
 Oversee the financial reporting process;
 monitor choice of accounting policies and principles;
 monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval
of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;
 oversee hiring and performance of external auditors;
 hold meeting with the external or statutory auditors for review of the annual financial statements before
submission to the Board for approval or adoption;
Page | 219
 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 function;
 review the Management’s Discussion and Analysis before disclosing in the Annual Report;
 review statement of all related party transactions submitted by the management;
 review Management Letters or Letter of Internal Control weakness issued by statutory auditors;
 oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and
time required for effective audit and evaluate the performance of external auditors; and
 oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO)
or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus
approved by the Commission:
Provided that the management shall disclose to the Audit Committee about the uses or applications of the
proceeds 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:
Provided further that on an annual basis, the company shall prepare a statement of the proceeds utilized
for the purposes other than those stated in the offer document or prospectus for publication in the Annual
Report along with the comments of the Audit Committee.
Nomination and Remuneration Committee (NRC):

According to the BRPD Circular letter no. BRPD (R-1)717/2021-5064 dated June 16, 2021, Banks are instructed not to
form NRC without amendment of Bank Company Act, 1991.
Page | 220
SECTION: XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER
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 Rule No. 4(2)(a)(i) and
Annexure-E(B)(14) of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. We have covered
both the Qualitative Factors and the Quantitative Factors while determining the fair value of securities.
Qualitative Factors:
i. Midland Bank Limited (MDB) started its commercial operation on June 20, 2013 with a corporate slogan
"bank for inclusive growth' entitled to carry out all types of commercial banking activities, MDB stepped in
the industry through Dilkusha Corporate Branch in Dhaka. Since then, the Bank has been constantly
expanding far and wide in both network and business. Presently, the Bank has a total 35 Branches (16 Urban
Branches and 19 Rural Branches), 13 Sub Branches, 51 ATMs, 100 Agent Banking Centers (ABCs) and 10
Collection Booths covering commercially important locations across the country.
ii. Over a short span of time, MDB has emerged as a dignified banking partner in the market having ensured
an easy banking access to customers through internet banking, alternative delivery channels (ADC), Mobile
Apps, IT backed products and globally accessible Debit, Credit and Prepaid VISA cards. The Bank is
maintaining a satisfactory level of growth of its assets and liabilities in spite of all challenges.
iii. To achieve its vision, mission and strategic priorities, the Bank is committed to maintain the highest level of
ethical standards and customer charter. With steady focus on increasing profitability, inclusive growth,
capital strength and deep respect for the community, MDB is well positioned to become one of the
country's leading new generation Bank soon.
iv. In 2019, the Bank also got Islamic banking window license to operate Islamic banking activities across the
country through it branch & sub-branch networks under a separate Islamic banking module. The Bank has
set up its Shariah Supervisory Council and started the Islamic banking activities successfully in the name &
style "MDB Saalam" under the supervision of Islamic banking window at Gulshan Branch.
v. The Bank has been granted license for Off-shore banking which will help expand the foreign exchange
related business supporting the clients with their foreign trade and foreign Currency need. The bank has
successfully launched Off-shore banking activities from June 20, 2020.
vi. MDB has established correspondent relationship all over the world with a number of foreign Banks. The
Bank continues to follow the needs and business opportunities of its clients. The Bank maintains 15 (Fifteen)
Nostro Accounts in four major international currencies and ACU currency with reputed international Banks
in the major financial centers around the globe, for settlement of trade finance and all other customer
driven transactions denominated in foreign currency.
vii. There are 60 scheduled banks in Bangladesh who operate under full control and supervision of Bangladesh
Bank which is empowered to do so through Bangladesh Bank Order, 1972 and Bank Company Act, 1991.The
banking sector’s contribution to GDP in FY-2017, FY-2018, FY-2019 and FY-2020 (provisional) grew by 9.95%,
8.51%, 7.38% and 4.19% respectively. The banking sector’s share of GDP in FY-2018, FY-2019 and FY-2020
(provisional) was 2.97%, 2.95% and 2.91% respectively.
Page | 221
Quantitative Factors:
Fair value of securities is determined under different valuation methods as referred in Rule No. 4(2)(a)(i) and
Annexure-E(B)(14) and of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:
Sl. No. Valuation Methods Fair Value (BDT)
Method-1 Net Asset value (NAV) per share 13.00
(I) Earning-based Value Per Share (Considering Market P/E) 19.25
Method- 2
(II) Earning-based Value Per Share (Considering Sector P/E) 10.01
Method-3 Average Market Price of Similar Stocks Based Valuation 29.70
METHOD 1: VALUATION WITH REFERENCE TO NET ASSET VALUE (NAV) PER SHARE
Net Asset Value (NAV) per share is based on the information of the latest Audited Financial Statements as on
December 31, 2021. NAV per share is BDT 13.00 that has been derived by dividing the net assets at the end of the
period by the number of outstanding shares as shown in the table below:
Particulars Amount in BDT
Paid-up Capital 5,696,697,530
Statutory Reserve 1,408,602,127
Revaluation Reserve on Investment in Securities 2,446,036
Retained Earnings 296,515,381
Total Shareholders' Equity [A] 7,404,261,074
Number of Shares Outstanding as on December 31, 2021 [B] 569,669,753
Net Asset value (NAV) Per Share C=[A/B] 13.00

Source: Audited Financial Statement December 31, 2021
METHOD 2 [I]: VALUATION WITH REFERENCE TO EARNING-BASED-VALUE PER SHARE CONSIDERING MARKET P/E
Earning-based-value per share based on historical information sourced from Audited Financial Statements and
Market P/E data from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net
profit after tax for last 5 years as per audited financial statements and Market price to earnings multiple. The
weighted average Earnings per share (EPS) is BDT 1.07 and the 12 months’ average DSE market P/E is 17.96.
Therefore, Earning-based value per share has been derived as BDT 19.25.
. (Amount in BDT)
Accounting Year Weight of No. Net Profit After Tax Weighted Net Profit
No. of Shares
(Jan-Dec) of Shares (BDT) After Tax (BDT)
2017 479,520,000 17.66% 691,834,375 128,667,869
2018 527,472,000 19.42% 650,315,768 133,040,828
2019 569,669,753 20.97% 557,408,502 123,156,686
2020 569,669,753 20.97% 656,363,888 145,020,395
2021 569,669,753 20.97% 514,019,283 107,813,366
Total 2,578,331,506 100.00%
Weighted Average Net Profit after Tax during the period [2017 to 2021] [D] 610,840,083
No. of shares outstanding as on December 31, 2021 [E] 569,669,753
Weighted Average Earnings per Share (EPS) F=[D/E] 1.07
12 Months Average DSE Market P/E1 [G] 17.96
Earning-based Value per Share (BDT) H=[G × F] 19.25
Source: Audited Accounts [2017 to 2021]
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1
Calculation of Relevant P/E Multiple:
For the valuation of Midland Bank Limited, we have considered the 12 months’ average DSE Market P/E multiple to
determine the earning-based-value per share.
Month Market P/E

Mar-21 16.89
Apr-21 16.91
May-21 18.31
Jun-21 18.50
Jul-21 19.17
Aug-21 20.02
Sep-21 20.12
Oct-21 18.75
Nov-21 17.79
Dec-21 16.29
Jan-22 16.58
Feb-22 16.15
Average 17.96
Source: DSE Monthly Review
METHOD 2 [II]: VALUATION WITH REFERENCE TO EARNING-BASED-VALUE PER SHARE CONSIDERING SECTOR P/E
Earning-based-value per share based on historical information sourced from Audited Financial Statements and
Sector P/E data from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net
profit after tax for last 5 years as per audited financial statements and Sector price to earnings multiple. The weighted
average Earnings per share (EPS) is BDT 1.07 and the 12 months’ average DSE Bank Sector P/E is 9.33. Therefore,
Earning-based value per share has been derived as BDT 10.01.
. (Amount in BDT)
Accounting Year Weight of No. Net Profit After Tax Weighted Net Profit
No. of Shares
(Jan-Dec) of Shares (BDT) After Tax (BDT)
2017 479,520,000 17.66% 691,834,375 128,667,869
2018 527,472,000 19.42% 650,315,768 133,040,828
2019 569,669,753 20.97% 557,408,502 123,156,686
2020 569,669,753 20.97% 656,363,888 145,020,395
2021 569,669,753 20.97% 514,019,283 107,813,366
Total 2,578,331,506 100.00%
Weighted Average Net Profit after Tax during the period [2017 to 2021] [I] 610,840,083
No. of shares outstanding as on December 31, 2021 [J] 569,669,753
Weighted Average Earnings per Share (EPS) K=[I/J] 1.07
12 Months Average DSE Sector P/E2 [L] 9.33
Earning-based Value per Share (BDT) M=[K × L] 10.01
Source: Audited Accounts [2017 to 2021]
Page | 223
2
Calculation of Relevant P/E Multiple:
For the valuation of Midland Bank Limited, we have also considered the 12 months’ average Bank Sector P/E multiple
to determine the earning-based-value per share.
Month Sector P/E

Mar-21 7.86
Apr-21 7.59
May-21 9.62
Jun-21 9.24
Jul-21 9.14
Aug-21 9.68
Sep-21 9.70
Oct-21 9.83
Nov-21 10.00
Dec-21 9.81
Jan-22 9.87
Feb-22 9.63
Average 9.33
Source: DSE Monthly Review
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 Exchange under Bank
Sector.
Peer Companies of MDB:

Net Interest Income Paid- up Capital Total Assets (BDT
Company Name
(BDT Mn) (BDT Mn) Mn)
Dutch Bangla Bank Limited 15,524.17 6,325.00 514,399.78
Jamuna Bank Limited 2,594.97 7,492.26 264,321.51
Mutual Trust Bank Limited 5,508.26 8,124.96 304,742.53
ONE Bank Limited 4,109.49 9,340.40 310,366.41
The Premier Bank Limited 4,808.17 10,430.71 356,574.98
Trust Bank Limited 6,351.85 7,076.26 365,507.54
Uttara Bank Limited 5,617.00 5,646.83 239,628.19
Source: Latest Audited Standalone Accounts [December 31, 2021], (Mn= Million)
Reference:
1. The Companies considered as peers of MDB are listed in the Stock Exchanges of Bangladesh, which are
Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited;
2. We have considered the companies listed under the Bank Sector to make the comparison relevant and
justifiable;
3. Data considered in case of peers is taken from Dhaka Stock exchange Limited and latest published annual
Financial Statements.
Page | 224
Explanation of similarities:
1. Companies having similar nature of business, associated return opportunities and exposure of business risks
are considered;
2. We have considered those banks as peer having yearly net interest income between BDT 2,500 and 15,600
million;
3. We have considered peer with paid-up capital ranging from BDT 5,500 to 10,500 million;
4. Banks with total assets between BDT 230,000 to 515,000 million have been selected as peers;
5. Banks that regularly publish Audited Financial Statements have been considered;
6. Banks that regularly pay dividend have been considered;
7. Banks having Market Category ‘A’ have been considered.
1-year average Close Price of Similar Stocks (Amount in BDT)
Mutual Premier Trust Uttara

Date Dutch Bangla1 Jamuna2 ONE Bank4
Trust3 Bank5 Bank6 Bank7
Apr-21 57.20 16.90 19.00 10.30 10.70 31.00 25.40
May-21 76.20 22.90 23.80 14.90 13.10 34.40 24.60
Jun-21 89.50 21.40 21.70 12.80 12.60 37.90 23.70
Jul-21 83.50 21.50 21.20 13.00 13.60 35.00 24.20
Aug-21 80.80 22.10 20.90 13.60 14.90 34.30 25.20
Sep-21 80.90 24.70 20.70 13.30 14.50 35.10 25.60
Oct-21 80.70 24.00 20.40 13.00 15.00 34.00 25.20
Nov-21 81.20 23.60 20.00 20.10 15.10 34.20 25.60
Dec-21 78.10 23.40 19.60 13.80 14.90 33.30 25.50
Jan-22 77.60 23.40 19.00 13.10 15.20 34.50 26.90
Feb-22 75.10 22.50 18.80 12.80 15.80 33.30 26.70
Mar-22 67.70 22.90 18.90 13.10 16.60 33.30 28.70
Average 77.38 22.44 20.33 13.65 14.33 34.19 25.61
Cumulative Average 29.70

Source: Dhaka Stock Exchange Limited
1Dutch Bangla Dutch Bangla Bank Limited
2Jamuna Jamuna Bank Limited
3
Mutual Trust Mutual Trust Bank Limited
4
ONE Bank ONE Bank Limited
5Premier Bank the Premier Bank Limited
6Trust Bank
Trust Bank Limited
7Uttara Bank Uttara Bank Limited
Conclusion:
The fair value of Midland Bank Limited under different valuation methods has been determined considering the
current performance of the Company, performance compared with similar stocks listed in stock exchanges and risk
aspects of the Company.
Page | 225
SECTION: XVI DEBT SECURITIES
Midland Bank Limited has neither issued any Debt Securities in the past, nor is planning to issue any Debt Securities
within the next 6 (six) months.
SECTION: XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES
Major Parties Involved Responsibilities of the Parties

The Issue Manager is responsible to comply with all the requirements as per
LankaBangla Investments Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015 including
Issue Managers
Limited preparation and disclosures made in the draft prospectus and other responsibilities
as mentioned in the due diligence certificate.
1. LankaBangla
Investments Limited
2. Rupali Investment
The Underwriters are responsible to underwrite the public offering on a firm-
Limited
commitment basis as per requirement of Bangladesh Securities and Exchange
3. Sonali Investment
Underwriters Commission (Public Issue) Rules 2015. In case of under-subscription by up to 35%
Limited
in the Initial Public Offer, the undersubscribed portion of securities shall be taken
4. ICB Capital
up by the underwriter(s).
Management Limited
5. Prime Bank
Investment Limited
Auditors’ responsibility is to express an opinion on the financial statements based
on the audit. Auditors conducted the audit in accordance with International
Standards on Auditing (ISA). Those standards required to comply with relevant
ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor’s judgment, including the assessment of the risks of material
A. Qasem & Co.
Statutory Auditor misstatement of the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, we consider internal control relevant to
the entity’s preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by
management, as well as evaluating the overall presentation of the financial
statements.
Credit rating Company is responsible for-
 Examination, preparation, finalization and issuance of credit rating report
Credit Rating Emerging Credit Rating
without compromising with the matters of their conflict of interest and
Company Limited
 Compliance with all the requirements, policy and procedures of the rules as
prescribed by BSEC.
Valuer N/A
Cost & Management

N/A
Accounts
Page | 226
SECTION: XVIII MATERIAL CONTRACTS
(a) Major agreements entered into by the issuer:
The following material agreements have been entered into by MDB:

1. Issue Management Services Agreement between the Bank and LankaBangla Investments Limited;
2. Credit Rating Agreement with Emerging Credit Rating Limited;
3. Underwriting Agreement between the Bank and Underwriters;
(b) Material parts of the agreements:
Contract Material parts of the agreement

Signing Date: February 22, 2021
This Agreement shall be valid until completion of subscription of shares
Tenure: and unless this Agreement is extended or earlier terminated in accordance
with the terms of this Agreement.
1. The scope of the services to be rendered by the Issue Manager to the
Issuer under this agreement shall cover Regulatory Compliance,
Underwriting Co-operation, Issue Arrangements and Public offer and
invitation.
2. The Issue Manager takes the responsibility to 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 share application processing, allotment, and dispatch of
letters of allotment and refund warrant. The Issuer shall also bear all
Issue
expenses related to printing and issuance of share certificate and
Management
connected govt. stamps and hologram expenses.
Services with
LankaBangla
3. Without prejudice, Issuer hereby declares that it agrees to comply
Investments Principal Terms
with all statutory formalities under Companies Act, Guidelines issued
Limited and Conditions:
by Bangladesh Securities and Exchange Commission and other
relevant status to enable it to make the issue.
4. The Issue Manager hereby undertakes to keep in strict compliance all

information (whether written or oral) proprietary documents and
data secured in connection with or as a result of this Agreement
(Confidential Information) and shall limit the availability of such
information to employees, who have a need to see and use it for the
express and limited purpose stated in this Agreement.
5. The Issuer and Issue Manager shall ensure compliance of the

Bangladesh Securities and Exchange Commission (Public Issue) Rules,
2015 and the subsequent amendments, The Listing Regulations of
Stock Exchanges, The Companies Act, 1994, The Securities and
Exchange Ordinance, 1969 and other relevant rules, regulations,
practices, directives, guidelines etc.
Page | 227
Contract Material parts of the agreements
Signing Date: April 13, 2021
This Agreement shall be valid until completion of subscription of shares
Tenure: and unless this Agreement is extended or earlier terminated in accordance
with the terms of this Agreement
1. In case of under-subscription by up to 35% in the Initial Public Offer,
the undersubscribed portion of securities shall be taken up by the
underwriter.
2. 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
Underwriting Company shall within 10 (Ten) days of the closure of subscription call
agreement with upon the underwriter in writing with a copy of the said writing to the
Bangladesh Securities and Exchange Commission, to subscribe the
1. LankaBangla shares not subscribed by the closing date and to pay for in cash in full,
Investments for such unsubscribed shares within 15 (Fifteen) days after being
Limited 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
2. Rupali his obligation towards his underwriting commitment under this
Investment Agreement, until such time as the Cheque/Bank Draft has been
Limited encashed and the Company’s account credited. In any case within 7
(seven) days after the expiry of the aforesaid 15 (fifteen) days, the
3. Sonali Company shall send proof of subscription and payment by the
Investment underwriter to the Commission.
Limited
Principal Terms
and Conditions: 3. If any dispute arises between agreement and rules; the BSEC (Public
4. ICB Capital Issue) rules, 2015 shall be followed.
Management
Limited 4. The Company shall make media campaign and publicity of the offer
for subscription to the extent as may be reasonably requested by the
Issue Manager prior to opening and during the offer period of
5. Prime Bank subscription list with publicity material as approved by the BSEC.
Investment
Limited 5. The liability of the underwriter under this clause shall be in proportion
to but not exceeding the shares agreed to be underwritten by it;
provided that the aforementioned request of the Company shall be
supported by official certificates and other documents of subscription
obtained from the Lead Banker to the Issue and a declaration of the
Company as to the final result of the Public subscription.
6. The Company shall pay to the underwriter an underwriting

commission at the rate of 0.20% of the amount underwritten hereby
agreed to be underwritten by it.
7. The rights and responsibilities of either party shall terminate in the

event of full subscription of the public offering of shares.
Page | 228
Contract Material parts of the agreement
Signing Date: January 09, 2022
Tenure: Agreement valid till Deccember 31, 2025
1. The CRC shall have the unilateral right and absolute discretion to place
an assigned rating on the Rated Subject under surveillance on CRC
Watch. The Client will be notified by the CRC of its rating on the Rated
subject being placed on CRC watch, but the Client has no right to
Appeal against lhe said action or decision of the CRC. The CRC also
have unilateral and absolute right to review, change and/or take any
rating action they deem appropriate with or without the said rating
first being placed on the CRC Watch;
2. To enable CRC to perform rating services on the Rated Subject during

initial rating and continuous surveillance period, the Client shall
promptly supply/provide all the requisite information, documents,
data, assistance and also grant access to such documents reasonably
felt necessary or relevant to the rating exercise or services which are
to be within the Client's possession, custody or under the Client's
Emerging Credit control and/or personnel;
Rating Limited
Principal Terms
(CRC) 3. control, upon request by the CRC, within stipulated time frame set out
and Condition:
by the CRC (i.e. the "Requested Materials");
4. CRC does not guarantee with regard to the accuracy, completeness or

timeliness of information relied on by the CRC in connection with the
rating on the Rated Subject and factual information reflected or
contained in the CRC's rating report(s) or any related publications;
5. ln conducting the rating exercise under this Agreement, the CRC shall
have no liability whatsoever for any direct, indirect or consequential
loss (including but not limited to actual loss, loss of profits or
opportunity costs) suffered or occurred by the Client, or to any third
party, caused by any rating opinion, analysis and/or action taken by
the CRC during the term of the Agreement. Furthermore, the CRC shall
have no liability whatsoever for any failure or delay due to
circumstances beyond their control or due to failure to comply with
the provisions of this Agreement by the Client, their advisors or
agents, etc.
(c) Fees to different parties:
Sl. No. Name of the Parties Role Fees Payable

BDT 4,000,000 (Excluding VAT) as issue
1. LankaBangla Investments Limited Issue Management management fees according to Issue
Management Agreement with the Issuer
i. LankaBangla Investments Limited
ii. Rupali Investment Limited BDT 490,000 (Excluding VAT) as
2. iii. Sonali Investment Limited Underwriting underwriting commission according to
iv. ICB Capital Management Limited Underwriting Agreement with the issuer
v. Prime Bank Investment Limited
3. Emerging Credit Rating Limited Credit Rating BDT 85,000 (Excluding VAT)
Page | 229
SECTION: XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY
(a) The following outstanding litigations against the issuer or any of its directors and fine or penalty imposed by
any authority:
I. Litigation involving Civil Laws

There are no litigations against the bank and any of its directors in a civil proceeding except the followings:
Title Suit No. 555/2019

Title Suit no. 555 of 2019 filed by Mr. Khorshed Alam Khan before the 5 th Joint District Judge, Dhaka, for suit valued
at Tk. 7,00,000.00. At present status of the suit is hearing stage for Written Statement (W/S).
Title Suit No. 786/2019

Title Suit no. 786 of 2019 filed by Mr. Ferdous Rashed Rumon director of Dynamic Fashion Ltd before the learned
2nd Joint District Judge, Dhaka, for suit valued at Tk. 16,00,00,000.00. The Plaintiff is praying for pass a decree
declaring that he is not bound to pay the loan amount taken through forged documents by the defendant no.1. At
present status of the suit is hearing stage for Written Statement (W/S).
Civil Rule No. 166(F)/2019

Civil rule no. 166(F) of 2019 filed by Eastern Bank Limited against Al- Haj Mohammad Issa Badsha and others, before
the Honorable High Court Division.
Arbitration Suit No. 374/2020

Arbitration Suit no. 374 of 2020 filed by Desh Bandhu Solar and Electronics proprietor of Mr. Md. Jahangir Alam
before the Learned District Judge, Dhaka, considering the facts and circumstances, the court ordered the bank to
maintain status-quo in respect of his agent of MDB until disposal of the judgment. At present status of the suit is
hearing stage for Judgment.
II. Litigation involving Criminal Laws

There is no litigation against the bank and any of its directors in a criminal proceeding except the followings:
Criminal MISC. case no. 6426/2019

Criminal MISC. case no. 6426/2019 filed by Md. Zahirul Alam against C.R case no. 638/2017 (Session case no.
15423/2017) before the Honorable High Court Division for Stay Order. At present status of the case is hearing stage
for vacating the stay order.
III. Litigation involving Securities, Finance and Economic Laws

There is no such litigation against the issuer or any of its directors.
IV. Litigation involving Labor Laws

There is no such litigation against the issuer or any of its directors.
V. Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)
There is no such litigation against the issuer or any of its directors in connection to taxation (Income Tax, VAT,
Customers, Duty and other Taxes/duty).
VI. Litigation involving any other Laws

There are no litigations against the issuer & its directors except the followings:
Writ Petition No. 1019/2019

Writ Petition no. 1019 of 2019 filed by Eastern Bank Limited against Bangladesh Bank and others, before the
Honorable High Court Division. At present status of the writ petition is in hearing stage.
Page | 230
Writ Petition no. 7168 of 2019 filed by Mr. Mahfuzur Rahman Bhuiyan executive director of PHP Float Glass
Industries Limited against Bangladesh Bank and others before the Honorable High Court Division. At present status
of the writ petition is in hearing stage.

Writ Petition no. 7167 of 2019 filed by Mr. Ali Reza Iftekhar, Managing Director of Eastern Bank Limited against
Bangladesh Bank and others, before the Honorable High Court Division. At present status of the writ petition is in
hearing stage.

Writ Petition no. 7221 of 2019 filed by Mr. Ahamed Quamrul Islam Chowdhury, Managing Director & CEO of
Consolidated Tea & Lands Company (Bangladesh) Limited against Bangladesh Bank and others, before the Honorable
High Court Division. At present status of the writ petition is in hearing stage.
Civil Rule no. 853(FM)/2019

Writ Petition no. 7221 of 2019 filed by Mr. Aziz Ali Mahmood against Bangladesh Bank and others, before the
Honorable High Court Division. At present status of the writ petition is in hearing stage.

Writ Petition no. 1699 of 2021 filed by Mst. Nasima against Bangladesh Bank and others before the Honorable High
Court Division, after long hearing the hon’ble Court passed an order. Thereafter, Hasina Akhter, Advocate On-Order
on behalf of Petitioner for stay before Hon’ble Appellate Division against the Judgment and Order dated 06.01.2022
which was passed by Hon’ble High Court Division in Writ Petition No. 1699 of 2021.
(b) Cases including outstanding litigations filed by the Company or any of its directors:
I. Litigation involving Civil Laws

There is no litigation involving Civil Laws, those are litigation filed by the Company or any of its directors.
II. Litigation involving Criminal Laws

There are flowing litigations involving Criminal Laws filed by the Company:
C.R case no. 1214/2015 (Session case no. 14815/2016)

C. R case no. 1214/2015 dated 06.12.2015, renumbered Session case no. 14815/2016 filed by MDB against M/S.
Yellow Line proprietor of Mr. Md. Nazmul Karim Tuhin, a defaulted customer of Gulshan Branch, for dishonor of one
(01) Cheque Tk. 800.00 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case
judgment in favor of Bank, accused convicted for 01-year imprisonment with penalty of Tk. 800.00 Lac.
C.R case no. 1492/2016 (Session case no. 13426/2019).

C.R case no. 1492/2016 dated 14.11.2016, renumbered Session case no. 13426/2019 filed by MDB against M/S. S.
Karim Enterprise proprietor of Mr. Md. Nazmul Karim Tuhin, a defaulted customer of Gulshan Branch, for dishonor
of one (01) Cheque Tk. 700.00 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the
case judgment in favor of Bank, accused convicted for 01-year imprisonment with penalty of Tk. 700.00 Lac.

C.R case no. 1173/2016 dated 22.09.2016, renumbered Session case no. 16890/2018 filed by MDB against M/S. Al-
Faha Air Ticketing & Medical Tourism Ltd. proprietor of Mr. Sakib Hasan Haider, a defaulted customer of Gulshan
Branch, for dishonor of one (01) Cheque Tk. 49.70 Lac under section 138 of the Negotiable Instruments Act’1881. At
present status the case judgment in favor of Bank, accused convicted for 01-year imprisonment with penalty of
Tk.49.70 Lac.
Page | 231
C.R case no. 1180/2016 dated 22.09.2016, renumbered Session case no. 132/2017 filed by MDB against M/S. Kaco
Distribution proprietor of Mr. Sheikh Mahabubur Rashid, a defaulted customer of Gulshan Branch, for dishonor of
one (01) Cheque Tk. 255.00 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the
case judgment in favor of Bank, accused convicted for 01-year imprisonment with penalty of Tk. 255.00 Lac

C.R case no. 638/2017 dated 24.04.2017, renumbered Session case no. 15423/2017 filed by MDB against Md. Zahirul
Alam a defaulted customer of Banani Branch, for dishonor of one (01) Cheque Tk. 10.88 Lac under section 138 of the
Negotiable Instruments Act’1881. At present status the case is in hearing stage for submission extended stay order.

C.R case no. 21/2018 dated 04.01.2018 filed by MDB against M/S. Global Agro Resources Incorporation proprietor
of Mr. Md. Belayet Hossain, a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 2410.84
Lac under section 138 of the Negotiable Instruments Act’1881. Because of rescheduling the loan, at present status
the case withdrawn by Bank.

C.R case no. 8970/2019 dated 11.01.2018, renumbered Session case no. 8970/2019 filed by MDB against Corolla
Corporation (BD) Limited proprietor of Mr. Kazi Muhaimen, a defaulted customer of Banani Branch, for dishonor of
one (01) Cheque Tk. 385.00 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the
case is in hearing stage for witness.

C.R case no. 1064/2018 dated 09.05.2018, renumbered Session case no. 18491/2018 filed by MDB against M/S.
Mollah Enterprise proprietor of Mr. Md. Nuruzzaman Mollah, a defaulted customer of Gulshan Branch, for dishonor
of one (01) Cheque Tk. 150.00 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the
case judgment in favor of Bank, accused convicted for 01-year imprisonment with penalty of Tk. 150.00 Lac.

C.R case no. 1651/2018 dated 04.07.2018, renumbered Session case no. 8735/2019 filed by MDB against Kamal
Hossain Mozumder a defaulted customer of Dhanmondi Branch, for dishonor of one (01) Cheque Tk. 9.44 Lac under
section 138 of the Negotiable Instruments Act’1881. At present status the case is in hearing stage for witness.

C.R case no. 1992/2018 dated 06.08.2018, renumbered Session case no. 10278/2020 filed by MDB against M/S.
Bagan Barir Misty proprietor of Mr. Mazharul Islam a defaulted customer of Gulshan Branch, for dishonor of one
(01) Cheque Tk. 188.33 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case is
in hearing stage for charge frame.

C.R case no. 2635/2018 dated 08.10.2018, renumbered Session case no. 9123/2019 filed by MDB against Jibon
Sandhani Samaj Kalyan Sangstha a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 71.10
Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case is in hearing stage for Trial.

C.R case no. 670/2019 dated 13.03.2019, renumbered Session case no. 18196/2019 filed by MDB against B.K.B
International proprietor of Mr. Briten Ojjha a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque
Tk. 27.59 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case is in hearing
stage for charge frame.
Page | 232
C.R case no. 1282/2019 dated 08.05.2019, renumbered Session case no. 14112/2020 filed by MDB against
Bangladesh Industrial Finance Corporation (BIFC) a defaulted customer of Gulshan Branch, for dishonor of one (01)
Cheque Tk. 24.75 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case is in
hearing stage for charge frame.
C.R case no. 1551/2019

C.R case no. 1551/2019 dated 29.05.2019 filed by MDB against Samammita Samaj Unnayan Kendra (SSUK) a
defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 55.70 Lac under section 138 of the
Negotiable Instruments Act’1881. At present status of the the case is transferred to Session Court for trial.

C. R case no. 2232/2019 dated 23.07.2019, renumbered Session case no. 26357/2019 filed by MDB against Rongin
Suta proprietor of Sabiha Tanowas a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk.
24.75 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case is in hearing stage
for charge frame.
C. R case no. 2435/2019 (Session case no. 26614/2019).

C.R case no. 2232/2019 dated 06.08.2019, renumbered Session case no. 26614/2019 filed by MDB against Summon
Agriculture Firm proprietor of Mst. Rehena Begum a defaulted customer of Gulshan Branch, for dishonor of one (01)
Cheque Tk. 9.43 Lac under section 138 of the Negotiable Instruments Act’1881. At present status the case is in
hearing stage for Trial.
C.R case no. 1551/2019

C.R case no. 1551/2019 dated 29.05.2019 filed by MDB against Samammita Samaj Unnayan Kendra (SSUK) a
C.R case no. 2434/2019(Session Case no. 11387/2021

C.R case no. 2434/2019 dated 06.08.2019 renumbered Session case no. 11387/2021 filed by MDB against Rehena
Begum a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 1.23 Lac under section 138 of
the Negotiable Instruments Act’1881. At present status of the case is in hearing for Trial.

C.R case no. 2457/2019 dated 06.08.2019, renumbered Session case no. 26623/2019 filed by MDB against Monjur
Hossen a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 1.37 Lac under section 138 of
the Negotiable Instruments Act’1881. At present status the case is in hearing stage for charge frame.
C.R case no. 2706/2019

C.R case no. 2706/2019 dated 06.08.2019 filed by MDB against Aloshika Rajihar Social Development Centre a
Negotiable Instruments Act’1881. At present status of the case is in hearing stage for charge.
C.R case no. 4220/2019

C.R case no. 4220/2019 dated 19.12.2019 filed by MDB against My Mart proprietor of Mrs. B.S.M Ipphat Ara Yesmin
a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 75.25 Lac under section 138 of the
C.R case no. 139/2020

C.R case no. 139/2020 dated 20.01.2020 filed by MDB against Bismillah Garments proprietor of Mr. Md. Al Amin
Moral a defaulted customer of Aganagar Branch, for dishonor of one (01) Cheque Tk. 12.44 Lac under section 138 of
the Negotiable Instruments Act’1881. At present status of the case is in court order to publish the daily newspaper
for WP& A.
Page | 233
C.R case no. 423/2020 dated 19.02.2020 renumbered Session Case no. 18477 of 2020 filed by MDB against Asir
Uddin a defaulted customer of Gulshan Branch, for dishonor of one (01) Cheque Tk. 2.17 Lac under section 138 of
the Negotiable Instruments Act’1881. At present status of the case is in hearing status for Charge Frame.
C.R case no. 422/2020

C.R case no. 422/2020 dated 19.02.2020 filed by MDB against Baiozid Bostami a defaulted customer of Gulshan
present status of the case is transferred to session court from CMM court for Trial.
C.R case no. 421/2020

C.R case no. 421/2020 dated 19.02.2020 filed by MDB against Abul Kalam Azad a defaulted customer of Gulshan
C.R case no. 983/2020

C.R case no. 983/2020 dated 07.06.2020 filed by MDB against Amanulah Aman a defaulted customer of Gulshan
present status of the case is in hearing stage for Warrant of Arrest (W/A).
C.R case no. 953/2020

C.R case no. 953/2020 dated 07.06.2020 filed by MDB against Abdur Rahman a defaulted customer of Gulshan
Branch, for dishonor of one (01) Cheque Tk. .99 Lac under section 138 of the Negotiable Instruments Act’1881. At
C.R case no. 1078/2020

C.R case no. 1078/2020 dated 07.06.2020 filed by MDB against Bimol Chandra a defaulted customer of Gulshan
C.R case no. 1079/2020

C.R case no. 1079/2020 dated 07.06.2020 filed by MDB against Moshiar Rahman a defaulted customer of Gulshan
C.R case no. 1183/2020

C.R case no. 1183/2020 dated 09.06.2020 was filed by MDB against Abdullah Al Mamun a defaulted customer of
Gulshan Branch, for dishonor of one (01) Cheque Tk. .91 Lac under section 138 of the Negotiable Instruments
Act’1881. At present status of the case is in hearing stage for Warrant of Arrest (W/A).
C.R case no. 1184/2020

C.R case no. 1184/2020 dated 10.06.2020 filed by MDB against Nazrul Islam a defaulted customer of Gulshan Branch,
for dishonor of one (01) Cheque Tk. 1.65 Lac under section 138 of the Negotiable Instruments Act’1881. At present
status of the case is in hearing stage for Warrant of Arrest (W/A).
C.R case no. 143/2021

C.R case no. 143/2021 dated 26.01.2021 filed by MDB against Atique Ahmad a defaulted customer of Gulshan
Page | 234
C.R case no. 1543/2021
C.R case no. 1543/2021 dated 24.06.2021 filed by MDB against Bando Fashions Ltd. a defaulted customer of Gulshan
C.R case no. 1522/2021

C.R case no. 1522/2021 dated 28.06.2021 filed by MDB against Amass International a defaulted customer of Gulshan
C.R case no. 3616/2021

C.R case no. 3616 dated 18.11.2021 filed by MDB against M/S. Shopno Chura a defaulted customer of Gulshan
present status of the case is in hearing stage for Summon Return (S/R).
C.R case no. 4167/2021

C.R case no. 4167 dated 14.12.2021 filed by MDB against Jahangir Alam a defaulted customer of Gulshan Branch, for
dishonor of one (01) Cheque Tk. 1.65 Lac under section 138 of the Negotiable Instruments Act’1881. At present
status of the case is in hearing stage for Warrant of Arrest (W/A).
III. Litigation involving Securities, Finance and Economic Laws
Artha Rin Suit no. 686/2016 (Artha Execution suit-437/2019)

Artha Rin suit no. 686/2016 dated 09/06/2016 filed by MDB against M/S. Yellow Line & S. Karim Enterprise a
defaulted customer of Gulshan Branch, for suit amount Tk. 1253.73 Lac under Artha Rin Adalat Ain’2003.Thereafter,
the learned Court declared the Judgment & decree in favor of MDB, then rhe bank have filed Artha Execution Suit
bearing no. 437/2019 dated 21.10.2019. At present status of the suit is in hearing for Order Submission.
Artha Rin Suit no. 539/2017 (Artha Execution suit-13/2018)

Artha Rin suit no. 539/2017 dated 02/03/2017 filed by MDB against M/S. Al- Fahad Air Ticketing & Medical Tourism
Ltd. a defaulted customer of Gulshan Branch, for suit amount Tk. 96.21 Lac under Artha Rin Adalat
Ain’2003.Thereafter, the learned Court declared the Judgment in favor of MDB, then we have filed Artha Execution
Suit bearing no. 13/2018 dated 20.02.2018. After hearing, the learned court issued an ownership certificate to MDB
under section-33(7) of Artha Rin Adalat Ain’2003. We have also filed 2 nd Artha Execution case bearing case no.
458/2021 dated 09.06.2021. At present status of the case is hearing for paper publication under section-30 of Artha
ZRin Adalat Ain-2003
Artha Rin Suit no. 12/2018 (Artha Execution suit- 912/2020)

Artha Rin suit no. 12/2018 dated 24/11/2020 filed by MDB against Md. Zahirul Alam a defaulted customer of Gulshan
Branch, for suit amount Tk. 16.95 Lac under Artha Rin Adalat Ain’2003.Thereafter, the learned Court declared the
Judgment in favor of MDB, then we have filed Artha Execution Suit bearing no. 912/2020 dated 24.11.2020. At
present status of the case is in hearing for order to W/A under section-34 of Artha Rin Adalat Ain’2003.
Artha Rin Suit no. 52/2018

Artha Rin suit no. 52/2018 dated 07.03.2018 filed by MDB against M/S. Global Agro Resoureces Incorporation a
defaulted customer of Gulshan Branch, for suit amount Tk. 2529.66 Lac under Artha Rin Adalat Ain’2003. Thereafter,
the learned Court delivered the Judgment & decree in favor of MDB through solenama, then MDB have filed Artha
Execution case bearing no. 08/2022 dated 05.01.2022. At present status of the case is in hearing stage for step under
section-30 of Artha Rin Adalat Ain’2003.
Page | 235
Artha Rin suit no. 83/2018 dated 12.03.2019 filed by MDB against M/S. Kaco Distribution a defaulted customer of
Gulshan Branch, for suit amount Tk. 354.18 Lac under Artha Rin Adalat Ain’2003.Thereafter, the learned Court
delivered the Judgment & decree in favor of MDB, then we have filed Artha Execution case bearing no. 56/2019
dated 12.03.2019. At present status of the case is in hearing stage for step under section-33(5) of Artha Rin Adalat
Ain’2003.

Artha Rin suit no. 335/2018 dated 09.10.2018 filed by MDB against Abdul Kashem Mahmud a defaulted customer of
CDA Branch, for suit amount Tk. 5.28 Lac under Artha Rin Adalat Ain’2003. Thereafter, the learned Court declared
the Judgment & decree in favor of MDB. At the present the Artha Execution Case is filed under process.

Artha Rin suit no. 34/2019 dated 28.01.2019 filed by MDB against M/S. Mollah Enterprise, M/S. Erin Zaman Motsha
Firm, Nuruzzaman & Amena Khatun a defaulted customer of Gulshan Branch, for suit amount Tk. 839.35 Lac under
Artha Rin Adalat Ain’2003.Thereafter, the learned Court delivered the Judgment in favor of MDB, then we have filed
Artha Execution Suit bearing no. 476/2019 dated 11.11.2019. At present status of the case is in hearing stage for
step under section-33(5) of Artha Rin Adalat Ain’2003.

Artha Rin suit no. 204/2019 dated 12.05.2019 filed by MDB against Corolla Corporation (BD) Ltd. a defaulted
customer of Gulshan Branch, for suit amount Tk. 506.58 Lac under Artha Rin Adalat Ain’2003. At the present status
of the suit is P.H & Plaintiff’s paper submission.

Artha Rin suit no. 245/2019 dated 29.05.2019 filed by MDB against M/S. Bagan Barir Misty a defaulted customer of
declared the Judgment & decree in favor of MDB, then we have filed Artha Execution Suit bearing no. 11/2020 dated
20.08.2020. At present status of the suit is in hearing to Step for Auction under section-33(1) of Artha Rin Adalat
Ain’2003.

Artha Rin suit no. 444/2019 dated 25/04/2018 filed by MDB against Najmoul Hossain a defaulted customer of
delivered the Judgment & decree in favor of MDB. The Bank have received certified copy, then we have filed Artha
Execution case bearing no. 539 dated 28.06.2021. At present status of the case is in hearing for order to W/A under
section-34 of Artha Rin Adalat Ain’2003.
IV. Litigation involving Labor Laws

There is no such litigation involving labor laws.
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V. Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)
There is no such litigation filed by the issuer or any of its directors in connection to taxation (Income Tax, VAT,
Customs Duty and other Taxes/duty) except the following.
Accounting Year Assessment Year Assessment status

As per assessment order (u/S-135) notice on 17.02.2021 U/s-
83(2)/156/159, Midland Bank Ltd. has deposited tax through ACS challan,
31-Dec-17 2018-2019
So, the completion of assessment is done for the assessment Year 2018-
2019.
DCT dated served demand (u/S-135) notice on 27.01.2021 U/s-83(2) but
company submitted the files to Appeal against the above mentioned
31-Dec-18 2019-2020
order, So, the completion of assessment is under process for the
assessment Year 2019-2020.
VI. Litigation involving any other Laws

There is no litigation filed under any other laws.
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SECTION: XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS
(a) All risk factors which are specific to the project and internal to the issuer and those which are external and beyond
the control of the issuer and all qualitative or quantitative risks those may not be material at present but may
have a material impact in future have been included.
(b) Risk factors have bee disclosed in descending order of materiality stating the financial and other implications,
where applicable.
(c) Perceptions to address risks don’t contain any speculative statement on the positive outcome of any litigation,
etc. and haven’t been given for any matter that is sub-judice before any Court or Tribunal.
(d) The disclosures regarding risk factors are as follows: -
(I) Internal Risk Factors:
(a) Credit Risk:
Credit risk is the risk of financial loss due to a borrower or counterparty failing to meet its obligations in accordance
with contractual terms.
Management Perception
The management of MDB believes that effective management of credit risk requires the establishment of an
appropriate credit risk culture. As, a result the Board of Directors, either directly or through the Risk Committee
regularly reviews and approves the Bank's credit risk appetite credit policy. Exposure to a single customer or group
of related parties, country risk (exposure limits to control transfer/cross-border and sovereign default risks), industry
concentrations (exposure and risk adjusted concentration limits) are regularly monitored to mitigate credit risk of
MDB.
(b) Liquidity Risk:
The risk that a company may be unable to meet short term financial obligation. This usually occurs due to the inability
to convert its current assets to cash without a loss of capital or income in a given period of time.
In order to mitigate liquidity risk, the management of MDB hold appropriate levels of unencumbered high quality
liquid assets that can be readily sold or pledged; placed limits to control the maximum net cash outflow over specified
short term horizon; and maintains a diversified funding source, type of depositor, instrument, term and geographic
market.
(c) Risk associated with the Issuer’s interest in subsidiaries, joint ventures and associates:
Performance of subsidiaries, joint ventures and associates have direct impact on the interest of their parents. If the
subsidiaries, joint ventures and associates perform well, parents will be benefited and vice-versa. As future
performance of subsidiaries, joint ventures and associates can go wrong than expected, there is always a risk that
the interest of the parent may be affected negatively.
MDB has no subsidiaries, joint ventures or associates. So, there is no such risk for the issuer.
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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.
Dependency on limited number of customers exposes a business to a high level of risk. If a company generate
revenue from a few customers, losing any of them may have a material adverse effect on the operating result of the
company.
MDB maintains a diversified investment portfolio considering sector wise exposure, division wise exposure, group
wise exposure, single borrower wise exposure and top borrower wise exposures etc. and is not depended on a limited
number of customers. Moreover, MDB maintains a good relationship with all of its existing and potential customers.
There is less chance to lose any customer, considering MDBs reputation and since MDB maintains a well-diversified
portfolio, losing (if any) one or more will have very minimal or no effect at banks performance and profitability. So,
such risk is well minimized.
(e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely.
Management Perception:
No such risk exists due to the nature of the business of MDB.
(f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary
MDB has no sister concern, associate or subsidiary, hence such risk is not applicable for MDB
(g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last
five years, if any.
Last five years’ results regarding earnings, cash flows from operating activities, turnover or profitability is very
important to predict future performance of the company.
The management has been operating the bank very efficiently and MDB did not experience any negative earnings,
any negative cash flow from operating activities, declining turnover or profitability during the last 5 years.
(h) Loss making associate/subsidiary/group companies of the issuer.
Operating performance of associate/subsidiary/group companies has a direct impact on the interest of the parent.
So, if there is any loss making associate/subsidiary/group companies of the issuer, it will have a negative impact on
the profitability of the issuer.
MDB has no associate, subsidiary or group companies. So, no such risk exists.
(i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates
MDB has been maintaining a steady growth and profitability over the years. Also, it has no subsidiary or associates.
So, there is no risk in this respect
(j) Decline in value of any investment.
Decline in the value of any investment may have negative impact on the profitability and total assets of the issuer.
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MDB has invested in Govt. T Bills, Bonds and other capital market instruments in compliance with the regulation.
MDB believes that value of the investment will not impact on the profitability and total assets of the Company
significantly since, the major portion of the investment are on various Govt. instruments.
(k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned.
MDB does not have any significant plant and machinery due to the nature of its business. Hence there are less
possibility of such type of risk.
(l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors
may recall.
MDB provided loan facilities to institutions related to the Directors, which are interest bearing in nature and very
nominal is size in respect of the total portfolio of the bank. Management has obtained confirmation from each of the
aforesaid entity and assessed recoverability, upon which satisfied that all these balances are recoverable in full. On
the other hand, the Bank has not taken any loan from any of its directors.
(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 issuer and if any supplier of raw materials or major
customer is related to the same sponsors or directors.
Sponsors or directors of MDB are not involved with any venture which is in the same line of activity or business except
for Mr. Hafizur Rahman Sarker, a director of MDB is also the Sponsor Shareholder of the Padma Bank Ltd. and
Meghna Bank Limited. No potential conflict exists as Mr. Hafizur Rahman does not hold any position on the board or
the management of the two organization.
(n) Related party transactions entered into by the company those may adversely affect competitive edge.
There are no such significant transactions entered into by MDB with any related party that 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 for debt
or preference shares or any restrictive covenants of banks in respect of the loan/ credit limit and other banking
facilities.
(p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by
employees.
MDB always maintains a good relationship with all of its employees ensuring excellent corporate culture. The
company always believes that employees are the key strength of MDB. MDB values its employees and strives to
maintain high standard of labor practices to ensure a congenial work environment. MDB also gives competitive
compensation and benefits to their employees to motivate them to work.
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(q) Seasonality of the business of the issuer
There is no seasonal impact on the business of the Company due to its nature of business.
(r) Expiry of any revenue generating contract that may adversely affect the business
MDB has no such revenue generating contract that may adversely affect the business.
(s) Excessive dependence on debt financing which may adversely affect the cash flows.
MDB has no debt financing hence there is no possibility of such risk.
(t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the
issuer’s business performance.
MDB has a strong HR policy and good Corporate Governance in place that focusses on the succession plan to minimize
the risk of absence and losing of key personnel, for ensuring uninterrupted business operation.
(u) Enforcement of contingent liabilities which may adversely affect financial condition.
The management of MDB believes that the enforcement of contingent liability would not have an adverse effect on
financial conditions of the company.
(v) Insurance coverage not adequately protect against certain risks of damages.
As part of the risk management process, MDB has adequate insurance coverage for different risky issues of the
business operation.
(w) Absence of assurance that directors will continue its engagement with Company after expiry of lock in period.
There are 9 nominated directors in the board of MDB, they are subject to change if their nomination changes. All
other directors are involved in the business for a long time and plan to continue after the expiry of the lock in period.
MDB has a robust corporate governance structure, so any future change in the board structure will not adversely
impact the business.
(x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working
capital requirements and capital expenditure.
MDB has been maintaining a steady profitability and has positioned itself on a strong foundation which are reflected
in all the financial indicators. Management believes that the Company would maintain its growth momentum in
future and pay good dividends to the shareholders.
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(y) History of non-operation, if any and short operational history of the issuer and lack of adequate background
and experience of the sponsors.
MDB has no history of non-operation in the past. The board of Directors and Management of the company are
experienced and competent to run the business. So, the chance of the company becoming non-operative is very less.
(z) Risks related to engagement in new type of business, if any.
So far, MDB does not have any such plan to enter into new type of business. Hence there is no possibility of such risk.
(aa) Risk in investing the securities being offered with comparison to other available investment options.
Investment in good securities always gives the investors higher return in terms of dividend and capital appreciation
over other available investment options in Bangladesh. Management believe that investment in MDB’s shares would
give a good return. However, the management of MDB humbly requests potential investors to carefully read the
Prospectus and understand the business potential of the Company and assess their own financial condition before
making investment decision as investment in capital market involves certain degree of risk.
(bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law.
MDB has never been penalized for non-compliance with any provisions of any law during the last five years.
Management of MDB is also committed to adhere to all the applicable rules and regulations to avoid any operational
risks.
(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.
There is no such litigation against the Company for Tax and VAT related matters and other government claims as all
Tax and VAT returns are submitted regularly.
(dd) Registered office or factory building or place of operation is not owned by the issuer.
The registered office of MDB and all the branch offices are either leased or rented on a long term basis, so there is no
risk associated with this issue.
(ee) Lack of renewal of existing regulatory permissions/ licenses.
All the regulatory permission/licenses required for operation of MDB are regularly updated.
(ff) Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or
any of its subsidiaries or associates.
There is no incident of failure in holding AGM or declaring dividend or payment of interest by the issuer in the last 5
years. MDB does not have any listed subsidiary or associate.
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(gg) Issuances of securities at lower than the IPO offer price within one year.
The Company does not have any intentions to issue securities at a price lower than the IPO offer price within one
year.
(hh) 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.
There is no such case of refusal of application for public issue of any securities of MDB by the Commission. MDB
does not have any listed subsidiary or associate.
(II) External Risk Factors:
(a) Interest Rate Risks:
Interest Rate Risk is the risk, which affects the Bank's financial condition due to change in the market interest rates.
The changes in interest rates may affect both the current earnings as well as the net worth of the Bank.
The interest rate risk is mainly managed as part of MDB’s Asset Liability Committee (ALCO). The Asset Liability
Management (ALM) Desk is an independent unit within the Treasury Division. The desk meticulously monitors and
analyzes cash flows & cash positions, balance sheet gaps, daily profit & loss, economic trends, investment options,
arbitrage opportunities, business growth, liquidity & places the facts and findings before the ALCO with its
recommendations on a regular basis. The ALCO comprising of the senior management of the bank has been
established to make important decisions relating to liquidity, interest rate and balance sheet management.
Interest rate risk may arise from trading portfolio and non-trading portfolio also. The trading portfolio of the Bank
consists of government treasury bills, bond, etc. The short-term movement in interest rate is negligible or nil. Interest
rate risk of non-trading business arises from mismatches between the future yield of an asset and its funding cost.
Asset Liability Committee (ALCO) monitors the interest rate movement on a regular basis.
(b) Exchange Rate Risks:
It is the risk that the Bank may suffer losses as a result of adverse exchange rate movement during a period in which
it has an open position in an individual foreign currency.
Exchange rate risk is regularly measured and monitored by the Treasury Division of MDB, to evaluate the extent of
foreign exchange risk. A liquidity gap report is prepared for each currency and appropriate steps are taken to mitigate
the risk.
(c) Industry Risks:
MDB operates its business in the banking sector of the country. The sector is highly regulated by the government
and market demand is growing with strong competition.
Though MDB operates in a competitive sector, there is also untapped opportunity for growth in the sector as a
significant number of population is still outside banking coverage.
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(d) Economic and Political risks:
Economic risks:
Economic risk is the risk that is associated with the influence of financial and other economic factors on the operation
of an entity. Assessment of economic risks is crucial in assessing the overall risk of the business of an entity. Economic
risks have a direct impact on the revenues and expenses amount and accordingly the company’s profits. Main types
of economic risks include risk of rising prices for raw materials and energy, risk of minimum wages increasing, risk of
higher taxes and duties rates, etc.
Political risks:
Political risk refers to the risk that an entity's returns could suffer as a result of political changes or instability in a
country. Instability affecting returns could stem from a change in government, legislative bodies, other foreign policy
makers or military control. Political risks are extremely hard to quantify because there are limited sample sizes or
case studies when discussing a particular country. Some political risks can be insured against through international
agencies. The outcome of a political risk could drag down returns or even go so far as to remove the ability to
withdraw capital from an investment. Any instance of political turmoil and disturbance in the country may adversely
affect the economy in general.
The economy of Bangladesh is booming. Consistent industrial growth along with increased industrial production has
made the per capita income higher than that of recent years. Political risk is beyond the control of the issuer, so the
management MDB has adequate strategies in place to reduce the effect of such risks.
(e) Market and Technology-related Risks:

Market and technology-related risks arise as the demand for more efficient and cost effective technology may render
the existing technology obsolete, which may negatively impact the performance of the company.
Management perception:
The management believes that Information Technology (IT) is the heart of the banking system in today's world and
act as key business enabler and back-bone of banking industry in Bangladesh. MDB has established a robust ICT risk
management system where risks related to cyber-attack, system collapse, unauthorized electronic fund transfer,
internet banking facility and data storage infrastructure are regularly monitored with a strong contingency and
disaster recovery plan. MDB is keen to adapt new technology to provide not only a better experience to its clients,
making banking transaction more efficient and faster but also taking MDB to the doorstep of unbanked customers
and remain competitive in the market.
(f) Potential or existing government regulations:

Companies of Bangladesh operates under various laws like The Bank Companies Act, 1991, taxation related laws and
rules, rules of Bangladesh Bank and Bangladesh Securities and Exchange Commission etc. Any abrupt changes of the
policies formed by those bodies may impact the business of the company adversely.
The management of MDB believes that it is highly unlikely that the government will initiate any measure that will
have an adverse effect on the growth of the industry.
(g) Potential or existing changes in global or national policies;
The performance of companies may be affected by potential and existing changes in policies both in Bangladesh and
worldwide.
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Changes in the existing global or national policies can have either a positive or negative impact on the company and
the industry. Financial and operational strength of the company has shown a steady and sustainable progress by now
and the company is capable of handling considerable threats. Moreover, the company has adequate system and
procedures in place to tackle such events.
(h) Statutory clearances and approvals those are yet to be received by the issuer:
The company has received all the statutory clearances and approvals that are required to operate the business. A list
of licenses of the Company has been disclosed in Section VI - “DESCRIPTION OF THE ISSUER” of the draft prospectus.
The necessary updating and renewal is a continuous process. Hence, there is a limited degree of such risk associated
with the company.
(i) Competitive condition of the business:
A company of a particular sector might have to face stiff competition from its competitors. Easily availability of global
products in the local markets accelerates the competition, challenging the profitability of the business.
MDB has been successfully navigating through the completive condition of the market with its vigilant leadership
and customer centric approach to meet customer expectation in terms of creating new value added services for its
clients.
(j) Complementary and supplementary products/services which may have an impact on business of the issuer.
At present, complementary and supplementary products/ services did not have any considerable impact on the
business of MDB. The management of MDB has always been innovative and if required MDB may diversify its
products as and when necessary to have a competitive edge over its competitors.
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SECTION: XXI DESCRIPTION OF THE ISSUE
a) Issue Size : BDT 700,000,000 (Including BDT 50,000,000 under ESPP)

b) Number of securities to be issued : 70,000,000 (Including 5,000,000 Shares under ESPP)
Authorized capital and paid-up Authorized capital – BDT 10,000,000,000
c) :
capital Paid-up capital – BDT 5,696,697,530
Face Value- BDT 10/-
Face value, premium and offer price
d) : Offer Price- BDT 10/-
per unit of securities
Premium - Not applicable for MDB
e) Number of securities to be entitled for each category of applicants
Number of
Nominal Value Issue Amount
Particulars Securities to be Description
(BDT) (BDT)
Offered
Employee Share Purchase Plan (ESPP)* 5,000,000 10/- 50,000,000
Other EIs (Including
For Eligible 13,000,000 10/- 130,000,000
CISs)
Investors (EIs) Ordinary Share
Mutual Funds 3,250,000 10/- 32,500,000
For General Others 45,500,000 10/- 455,000,000

Public (GP) NRB 3,250,000 10/- 32,500,000
Total 70,000,000 - - 700,000,000
*The full list of employees who have participated in the ESPP along with the respective allotted shares is available in Section XXIX - “OTHERS”
of the draft Prospectus.
f) Holding structure of different classes of securities before and after the issue:
Number of Ordinary Shares

Percentage of Holding
Sl. No. Category of Shareholder Holding
Pre-IPO Post-IPO Pre-IPO Post-IPO
1. Sponsors/Directors 483,762,161 483,762,161 84.92% 75.63%
2. Employee Share Purchase Plan (ESPP)* - 5,000,000 0.00% 0.78%
3. Institutions Including CISs 4,219,776 17,219,776 0.74% 2.69%
4. Mutual Funds - 3,250,000 0.00% 0.51%
5. Individuals 81,687,816 127,187,816 14.34% 19.88%
6. Non-Resident Bangladeshis (NRBs) - 3,250,000 0.00% 0.51%
Total 569,669,753 639,669,753 100.00% 100.00%
*The full list of employees who have participated in the ESPP along with the respective allotted shares is available in Section XXIX - “OTHERS”
of the draft Prospectus.
g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital:
Objectives of the issue including financing requirements in respect of enhanced paid-up capital incorporated are
available in Section XXII - “USE OF PROCEEDS”.
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SECTION: XXII USE OF PROCEEDS
(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up:
The IPO proceeds will be used for improving the base capital (Tier 1 Capital) of Midland Bank Limited which will have
positive impact on the capital adequacy ratio of the issuer company.
IPO proceeds will be used as under:
Sl. No. Particulars Amount (in BDT)
1. Investment in Government Securities (Bill/Bond) 611,101,545

2. Investment in the Secondary Market (Listed A Category Shares) 50,000,000
Estimated IPO Expenses (Details of Estimated IPO Expenses have been incorporated in
3. 38,898,455
page no. 101 of this Draft Prospectus)
Total 700,000,000
Breakdown of Use of IPO Proceeds:
1. Investment in Government Securities

a) Government Treasury Bill/Bond 611,101,545
Total 611,101,545
2. Investment in the Secondary Market

a) Listed A Category Shares 50,000,000
Total 50,000,000
(b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors’
contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication
of use of such funds in the financial statements:
Utilization of the total amount of paid-up capital -
Date of In Amount in Utilization of fund in Financial

Particulars of Allotment
Allotment Consideration BDT Statements
1st
As per Preliminary Expenses, payment of
(Subscriber to the
Memorandum advance Rent, Placement of Fund with
Memorandum & Articles 20.03.2013 4,000,000,000
and Articles of Banks & Financials Institutions and
of Association at the
Association investment in Treasury Bills and bond.
time of Incorporation)
Placement of Fund with Banks &
Financials Institutions, purchase of
2nd 10.10.2016 8% Stock 320,000,000
Sub-ordinated debt and investment in
Treasury Bills and bond.
3rd 29.06.2017 11% Stock 475,200,000 Financials Institutions and Investment
in Treasury Bills and Bond.
4th 13.09.2018 10% Stock 479,520,000 Investment in Treasury Bills and Bond.
5th 14.09.2019 8% Stock 421,977,530 Investment in Treasury Bills and Bond.
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Auditor's Certificate on Utilization of the fund raised through issue of capital earlier
After due verification of the information contained in the audited financial statements, share registers, return of
allotment, bank statement and statutory report of Midland Bank Limited (“the Bank”), we certify that the Bank kept
their paid up capital as lien in different scheduled Banks of Bangladesh, after which it was subsequently transferred
to the Bank’s account with Prime Bank Limited, Banani Branch (SND account number 13231040025129). Following
due permission of Bangladesh Bank, the Bank utilized this fund thereof. Below is the event-wise list of paid-up capital
raised and item-wise utilization of the fund by the Bank.
Date of In Amount in Utilization of fund in Financial

Particulars of Allotment
Allotment Consideration BDT Statements
1st Preliminary expenses, payment of
As per
(Subscriber to the advance Rent, Placement of Fund with
Memorandum
Memorandum & Articles 20.03.2013 400,00,00,000 Banks & Financials Institutions and
and Articles of
of Association at the investment in Treasury Bills and bond.
Association
time of incorporation)
Financials Institutions, purchase of
2nd 10.10.2016 8% Stock 32,00,00,000
Sub-ordinated debt and investment in
Treasury Bills and bond.
3rd 29.06.2017 11% Stock 47,52,00,000 Financials Institutions and Investment
in Treasury Bills and Bond.
4th 13.09.2018 10% Stock 47,95,20,000 Investment in Treasury Bills and Bond.
5th 14.09.2019 8% Stock 42,19,77,530 Investment in Treasury Bills and Bond.
Sd/-
Disclaimer:
statements and underlying records of the Bank. We will not be liable for any damages or losses arising from any
investment decisions made on the basis of this certificate. Without our prior written consent, this certificate should
not be otherwise referred to, in whole or in part, or quoted by expertise or reference in any manner, or distributed
in whole or in part or copied to any third party other than Bangladesh Securities and Exchange Commission.
(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 accrue to the issuer as a result of the investment,
brief description of business and financials of such venture:
Not applicable for MDB as there is no plan to investment in a joint venture, a subsidiary, an associate or any
acquisition.
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(d) If IPO proceeds are 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:
The whole IPO proceeds will be used for the investment in Government securities, capital market and meeting
up the IPO expenses. Hence, the above mentioned information is not applicable for MDB.
(e) A schedule mentioning the stages of implementation and utilization of funds 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 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 issuer:
The stages of implementation and utilization of fund received through public offering will be used as under:
Schedule of Implementation
Sl. Progress Amount in
Utilization of Fund Approximate date Projected Date of
No. Made So Far BDT
of Completion Completion
Within three (3)
Investment in Government Will be
1. 611,101,545 Funds will be months of receiving
Securities (Bill/Bond) implemented
invested after of IPO proceeds
after
Investment in the Secondary receiving the IPO Within six (6)
receiving the
2. Market (Listed A Category 50,000,000 proceeds months of receiving
IPO proceeds
Shares) of IPO proceeds
As and when
3. Estimated IPO expenses N/A 38,898,455 N/A
required
Sd/- Sd/- Sd/-

Nilufer Zafarullah Md. Ahsan-uz Zaman Md. Zahirul Islam, FCA
Chairman Managing Director & CEO Chief Financial Officer
Page | 249
(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:
There is no such contract executed by MDB covering any of the activities of the Company for which IPO proceeds 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 assumptions, reasons 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:
MDB does not have any objective for utilization of IPO proceeds as 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:
MDB does not have any objective for utilization of the issue proceeds to undertake one or more activities like
diversification, modernization and expansion.
(i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the
phases, if any, which have already been implemented:
MDB has planned to invest in the government securities and secondary market (listed equity securities) by using IPO
proceeds after receiving the funds, which have been mentioned in Use of IPO proceeds and projects Implementation
schedule.
(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 or feasibility report by the relevant professionals not connected with the
issuer, issue manager and registrar to the issue with cost of the project and means of finance, weaknesses
and threats, if any, as given in the appraisal or feasibility report:
The above mentioned information is not applicable for MDB as it has planned to invest in the government securities
and secondary market (listed A category shares) by using IPO proceeds after receiving the funds.
Page | 250
SECTION: XXIII LOCK-IN
(a) Provisions for lock-in:
As per Rule 10 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:
Lock-in: All shares held at the time of according consent to the public offer shall be subject to lock-in, from the first
trading day in the exchange in the following manner:
(1) Shares held by sponsors, directors and shareholders holding 10% (ten percent) or more, for 03 (three) years;
(2) In case, any existing sponsor or director of the issuer transfers any share to any person, those transferred shares,
for 03 (three) years;
(3) Shares allotted to any person, before 4 (four) years or more of according consent to the public issue, other than
the persons mentioned in clause (a) and (b), for 01 (one) year;
(4) Shares held by alternative investment funds or by foreign investors, for 01 (one) year;
(5) Shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two)
years:
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 lock-in period and number of securities
to be locked-in:
Sl. No. Name of Shareholder Number of Shares Held Lock-in Period*

1. Mr. Kazi Zafarullah 1,520,867 3 Years
2. Mrs. Nilufer Zafarullah 12,793,396 3 Years
3. Mr. Kazi Omar Zafar 12,793,396 3 Years
4. Ms. Anushka Mehreen Zafar 12,793,396 3 Years
5. Mr. Kazi Raihan Zafar 12,793,396 3 Years
6. Mr. Dr. Kazi Shahidullah 1,424,174 3 Years
7. Mr. Kazi Ekramullah 1,424,174 3 Years
8. Mrs. Sabiha Mahboob 1,424,174 3 Years
9. Ms. Scherezad Joya Monami Latif 56,966,976 3 Years
10. Mr. Abdullah Ahmed Yousuf 31,331,837 3 Years
11. Mr. Khandaker Rashed-S-Zaman 9,138,452 3 Years
12. Mr. Nazib Ahmed 1,424,174 3 Years
13. Mrs. Ishrat Ahmed 1,424,174 3 Years
14. Ms. Dr. Fahmida Haque 1,424,174 3 Years
15. Mr. Niranjan Chandra Saha 1,424,174 3 Years
16. Mrs. Salina Maksuda 1,424,174 3 Years
17. Mr. Basudev Saha 1,424,174 3 Years
18. Reedisha Knitex Ltd. 28,483,488 3 Years
19. Mondol Fabrics Ltd. 28,483,488 3 Years
20. Liberty Knitwear Ltd. 29,907,662 3 Years
21. That's It Sportswear Ltd. 28,483,488 3 Years
22. Refat Garments Ltd. 28,483,488 3 Years
23. Hazrat Amanat Shah Spinning Mills Ltd. 13,000,000 3 Years
24. Garments Export Village Ltd. 1,000,000 3 Years
Page | 251
Sl. No. Name of Shareholder Number of Shares Held Lock-in Period*
25. Beq Knit Ltd. 27,059,313 3 Years
26. Mr. Master Abul Kashem 26,373,600 3 Years
27. Mr. Mohammed Jamal Ullah 22,899,888 3 Years
28. Mr. Al-haj Mohammed Issa Badsha** 1,188,000 3 Years
29. Mr. Ahsan Khan Chowdhury 28,483,488 3 Years
30. Mr. Md. Wahid Miah 28,483,488 3 Years
1,600,000 3 Years
31. Mother Steel Ltd.
509,888 2 Years
1,600,000 3 Years
32. Azan Ltd.***
509,888 2 Years
1,000,000 3 Years
33. Ms. Mutaffin Issa***
188,000 2 Years
20,200,000 3 Years
34. Ms. Moomtahina Issa***
3,797,600 2 Years
1,500,000 3 Years
35. Ms. Shahnaz Jamal
282,000 2 Years
1,700,000 3 Years
36. Mr. Walid Mohammed Shameul
319,600 2 Years
1,500,000 3 Years
37. Ms. Fariha Nousheen
282,000 2 Years
38. Popular Pharmaceuticals Ltd. 28,483,488 3 Years
39. Mrs. Rasheda Zaman 1,958,240 3 Years
40. Ms. Khandaker Sabrina Zaman 4,569,226 3 Years
41. Mr. Mohammed Helal Miah 15,483,488 3 Years
42. Mr. Dr. A F M Ruhal Haque 356,044 3 Years
43. Mr. Ziaul Haque 712,086 3 Years
44. Ms. Dr. Mehjabin Haque 356,044 3 Years
45. Mr. A.K.M. Badiul Alam 19,208,277 3 Years
46. Mr. Manshood Alam 8,275,211 3 Years
*Lock-in Period starts from the first day of trading.
** The shares of held in the name of Mr. Al-haj Mohammed Issa Badsha is attached for adjustment of his outstanding dues with Eastern Bank
Ltd. under section 17(5) of the Bank Companies Act, 1991. However, there is a Writ Petition bearing No.1019 of 2019 in the High Court Division
wherein a rule issued on 07.01.2019 with a direction from court restraining the Respondent (Midland Bank, BSEC, and Mr. Badsha) from
transferring/selling or disposing of the shares from Mr. Badsha to any party.
*** The shares held in the name Azan Ltd., Ms. Moomtahina Issa & Ms. Mutaffin Issa are under injunction vide High Court order no 12.03.2019
(from Appeal to the High Court (Civil Rule No. 166 (F) of 2019) against Title Suit No. 167 of 2019 before the Joint District Judge, Dhaka)
restraining from selling, transferring or otherwise disposing off the shares to any party.
Page | 252
SECTION: XXIV MARKETS FOR THE SECURITIES BEING OFFERED
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.
Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited (CSE)

DSE Tower, Plot - 46, Road - 21 CSE Building, 1080, Sheikh Mujib Road, Chattagram
Nikunja - 2, Dhaka - 1229 – 4100
DECLARATION ABOUT LISTING OF SHARES WITH STOCK EXCHANGE(S)
None of the stock exchange(s), if for any reason, grants listing within 20 (Twenty) working 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 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry
of the said 20 (Twenty) working days, as the case may be.
In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company,
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) 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 07 (Seven) days of expiry of the
aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.”
TRADING AND SETTLEMENT
Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the
shares of the Company.
The issue shall be placed in “N” Category with DSE and CSE.
Page | 253
SECTION: XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED
The Company has raised its paid-up capital in following phases:

Date of Allotment
20 March, 2013: 1st (Subscription to
the Memorandum of Association at 10/- 10/- 400,000,000 - 4,000,000,000
the time of Incorporation)
10 October, 2016: 2nd allotment 10/- 10/- - 32,000,000 320,000,000
29 June, 2017: 3rd allotment 10/- 10/- - 47,520,000 475,200,000
13 September, 2018: 4th allotment 10/- 10/- - 47,952,000 479,520,000
14 September, 2019: 5th allotment 10/- 10/- - 42,197,753 421,977,530
Total 5,696,697,530
MDB has issued ordinary shares to the Subscriber to the Memorandum time to time which has been disclosed in
Section XIII - “OWNERSHIP OF THE COMPANY’S SECURITIES”.
(a) Dividend, Voting, Preemption Rights
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. All
Shareholders shall have the usual voting right in person or by proxy in connection with, among others, election of
Directors and Auditors and other usual agenda of General Meeting – Ordinary or Extra Ordinary. On a show of hand,
every shareholder presents in person 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 or her.
In case of any additional issue of shares for raising further capital, the existing shareholders shall be entitled to Issue
of Right shares in terms of the guidelines issued by the Bangladesh Securities and Exchange Commission from time
to time.
(b) Conversion and Liquidation Rights
In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant
rules in force, the shares of the Company are freely transferable. The Company shall not charge any fee for
registering transfer of shares. No transfer shall be made to a firm, an infant or person of unsound mind.
(c) Dividend Policy
a) The profit of the company, subject to any special right relating thereto created or authorized to be created by
the Memorandum of Association and subject to the provisions 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.
b) 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.
c) 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.
d) 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.
Page | 254
e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.
f) There is no limitation on the payment of dividends to the common stockholders of the Company.
(d) Other Rights of Shareholders
In terms of provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules
in force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government
duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.
The Directors shall present the financial statements as required under the law & International Accounting Standards.
Financial statements will be prepared in accordance with the International Accounting Standards consistently
applied throughout the subsequent periods and present with the objects of providing maximum disclosure as per
law and International Accounting Standards to the shareholders regarding the financial and operational position of
the company.
The shareholders shall have the right to receive all periodical statement and reports, audited as well as unaudited,
published by the company from time to time. The shareholders holding minimum 10% shares of 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.
Page | 255
SECTION: XXVI FINANCIAL STATEMENTS
(a) AUDITORS’ REPORT TO THE SHAREHOLDERS OF MIDLAND BANK LIMITED FOR THE YEAR ENDED DECEMBER 31, 2021
Independent auditor’s report

To the shareholders of Midland Bank Limited
Report on the audit of financial statements
Opinion
We have audited the financial statements of Midland Bank Limited (“the Bank”), which comprise the balance sheet as at 31
December 2021, and the profit and loss account, cash flows statement, statement of changes in equity for the period then ended,
and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements of the Bank give a true and fair view of the balance sheet of the
Bank as at 31 December 2021, and of its profit and loss account, its cash flows for the period then ended in accordance
with International Financial Reporting Standards (IFRS) as explained in note # 2 and comply with the Company Act, 1994,
the Bank Company Act, 1991 (as amended up to date), rules and regulations issued by Bangladesh Bank and other
applicable laws and regulations.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISA). Our responsibilities under those
standards are further described in the auditors’ responsibilities for the audit of the financial statements section of our
report. We are independent of the Bank in accordance with the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (IESBA Code), and the requirements of Bangladesh Bank, and we have fulfilled
our other ethical responsibilities in accordance with the IESBA Code and the Institute of Chartered Accountants of
Bangladesh (ICAB) Bye Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Other information
Management is responsible for the other information. The other information comprises all the information other than the
financial statements and our auditors’ report thereon. The annual report is expected to be made available to us after the
date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above when
it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of management and those charged with governance for the financial statements and internal controls
Management is responsible for the preparation and fair presentation of the financial statements of the Bank in accordance
with IFRS as explained in note # 2, and for such internal control as management determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to fraud or error. The Bank
Company Act, 1991 (as amended up to date) and the Bangladesh Bank Regulations require the management to ensure
effective internal audit, internal control, and risk management functions of the Bank. The management is also required to
make a self-assessment on the effectiveness of anti-fraud internal controls and report to Bangladesh Bank on instances of
fraud and forgeries.
In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless
management either intends to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.
Page | 256
Those charged with governance are responsible for overseeing the Bank’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Bank to cease to continue as
a going concern.
 Evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
Page | 257
Report on other legal and regulatory requirements
In accordance with the Company Act, 1994, the Bank Company Act, 1991 (as amended up to date), and the rules and
regulations issued by Bangladesh Bank, we also report that:
(i) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit and made due verification thereof;
(ii) To the extent noted during the course of our audit work performed on the basis stated under the Auditor’s Responsibility
section informing the above opinion on the financial statements of the Bank and considering the reports of the
management to Bangladesh Bank on anti-fraud internal controls and instances of fraud and forgeries as stated under the
management’s responsibility for the financial statements and internal control:
(a) internal audit, internal control, and risk management arrangements of the Bank as disclosed in the financial
statements appeared to be materially adequate;
(b) nothing has come to our attention regarding material instances of forgery or irregularity or administrative error and
exception or anything detrimental committed by employees of the Bank.
(iii) In our opinion, proper books of accounts as required by law have been kept by the Bank so far as it appeared from
our examination of those books;
(iv) The records and statements submitted by the branches have been properly maintained and consolidated in the
financial statements;
(v) The balance sheet and profit and loss account together with the annexed notes dealt with by the report are in
agreement with the books of account and returns;
(vi) The expenditures incurred were for the purpose of the Bank’s business for the period ended;
(vii) The financial statements of the Bank have been drawn up in conformity with prevailing rules, regulations, and
accounting standards as well as related guidance issued by Bangladesh Bank;
(viii) Adequate provisions have been made for advance and other assets which are in our opinion, doubtful of recovery;
(ix) The information and explanations required by us have been received and found satisfactory;
(x) We have reviewed over 80% of the risk-weighted assets of the Bank and spent over 2,000 person-hours for the
audit of the books and accounts of the Bank; and
(xi) Capital to Risk-weighted Asset Ratio (CRAR) as required by Bangladesh Bank has been maintained adequately
during the period.
A. Qasem & Co.

RJSC Registration No: 2-PC7202
Sd/-
Gorachad Kundu FCA
Partner
Place of issue: Dhaka Enrolment No: 1468
Dated: 24 April 2022 DVC: 220 425 146 8AS 671 049
Page | 258
Midland Bank Ltd
Balance Sheet
As on 31 December 2021
2021 2020
Notes BDT BDT
Property and Asset
Cash 3.00 2,669,893,246 2,517,389,920
In Hand (Including Foreign Currency) 558,386,508 546,005,616
With Bangladesh Bank and its agent Bank (including Foreign Currency) 2,111,506,738 1,971,384,304
Balance with other Banks & Financial Institutions 4.00 2,629,438,985 2,738,102,616
In Bangladesh 2,402,636,780 2,343,368,499
Outside Bangladesh 226,802,205 394,734,117
Money at Call and Short Notice 5.00 - 295,800,000

Investments 6.00 14,979,906,098 14,632,998,709
Government 12,361,071,740 13,552,624,869
Others 2,618,834,358 1,080,373,840
Loans and Advances/ Investments 7.00 45,867,482,409 39,086,672,499

Loans Cash Credit Overdrafts etc./ Investment 42,588,953,284 38,040,954,438
Bills Purchased and Discounted 3,278,529,125 1,045,718,061
Fixed Asset including Premises Furniture & Fixtures 8.00 633,516,409 659,776,340
Other Asset 9.00 2,226,088,872 3,202,648,893
Non-Banking Asset 10.00 12,585,359 12,585,359
Total Property and Asset 69,018,911,378 63,145,974,335
Liabilities and Capital
Borrowing from other Banks Financial Institutions & Agents 11.00 5,949,301,979 6,074,714,536
Deposit and Other Accounts 12.00 50,730,038,926 45,067,571,125
Current Deposit & Other Accounts 6,888,022,266 4,543,232,928
Bills Payable 312,166,430 369,020,053
Short Notice Deposit 7,398,619,144 5,607,092,015
Savings Deposit 4,440,720,438 3,523,299,986
Fixed Deposit 27,194,882,317 26,639,700,736
Deposit Scheme 4,495,628,331 4,385,225,406
Other Liabilities 13.00 4,935,309,399 4,389,717,716

Total Liabilities 61,614,650,304 55,532,003,377
Capital/Shareholders' Equity
Paid up Capital 15.00 5,696,697,530 5,696,697,530
Statutory Reserve 16.00 1,408,602,127 1,183,368,838
Revaluation Reserve on Investment in Securities 17.00 2,446,036 275,655,418
Retained Earnings 18.00 296,515,381 458,249,173
Total Shareholders' Equity 7,404,261,074 7,613,970,959
Total Liabilities and Shareholders' Equity 69,018,911,378 63,145,974,335
Page | 259
Midland Bank Ltd
Balance Sheet
Off-Balance Sheet Items

Contingent Liabilities 19.00
Other Contingent Liabilities - -
Other Commitments 12,300,022,900 9,249,440,193
Documentary credits and short term trade related transactions - -
Forward asset purchased and forward deposit placed - -
Undrawn note issuance and revolving underwriting facilities - -
Undrawn formal standby facilities credit lines and other commitments - -
Liabilities against forward purchase and sale - -
- -
Total Off Balance Sheet Items including Contingent Liabilities 12,300,022,900 9,249,440,193
The annexed notes form an integral part of these financial statements
Sd/- Sd/- Sd/- Sd/-

Md. Ahsan-uz Zaman Rezaul Karim Md. Shamsuzzaman Nilufer Zafarullah
Managing Director & CEO Director Vice Chairman Chairman
A. Qasem & Co.

Sd/-
Gorachad Kundu FCA
Partner
Place of Issue: Dhaka Enrolment No : 1468
Page | 260
Midland Bank Ltd
Profit and Loss Account
For the year ended 31 December 2021
2021 2020
Particulars Notes BDT BDT
Interest Income/Profit on Investment 21.00 3,232,761,875 3,160,178,915
Less: Interest/Profit Paid on Deposit and Borrowing, etc. 22.00 2,262,656,653 2,748,193,544
Net Interest Income 970,105,222 411,985,371
Income from Investment 23.00 1,358,111,049 1,565,254,675
Commission, Exchange and Brokerage 24.00 224,185,791 276,581,721
Other Operating Income 25.00 83,721,530 66,310,351
1,666,018,370 1,908,146,747
Total Operating Income 2,636,123,592 2,320,132,119
Less: Operating Expenses
Salary and Allowances 26.00 515,234,057 592,131,514
Rent, Tax, Insurance, Electricity 27.00 79,269,645 75,321,559
Legal Expense 28.00 1,809,189 640,283
Postage, Stamps and Telephone 29.00 15,929,096 17,723,626
Printing, Stationery, Advertisement 30.00 35,530,794 33,745,139
Managing Director's Remuneration 26.01 18,385,000 16,277,525
Directors' Fee 31.00 3,152,800 1,177,600
Audit Fee 32.00 460,000 356,500
Depreciation and Repair of Bank's assets 33.00 246,666,055 242,506,997
Other Expenditure 34.00 148,784,896 122,420,421
Total Operating Expenses 1,065,221,532 1,102,301,165
Profit before provision 1,570,902,060 1,217,830,953
Provision for Loans, Advances & Off Balance Sheet
General Provision 35.00 53,465,831 135,130,052
Special General Provision -COVID 19 26,205,081 160,085,000
Specific Provision 260,135,504 (91,944,812)
Provision for Off Balance Sheet Exposures 24,947,278 30,416,252
Provision for Investments 65,606,890 23,376,130
Provision for Non-Banking Asset 12,585,359 -
Provision against Other Asset 1,789,670 798,788
Total Provision 444,735,613 257,861,410
Profit Before Tax 1,126,166,447 959,969,543
Less: Provision for Tax 36.00 612,147,164 303,605,656
Current Tax 589,260,484 269,984,643
Deferred Tax 22,886,680 33,621,013
Net Profit After Tax 514,019,283 656,363,888
Retained Surplus Brought Forward 18.01 17,869,580 6,379,194
531,888,863 662,743,081
Appropriation:
Transferred to Statutory Reserve 37.00 225,233,289 191,993,909
Transferred to CSR Fund 38.00 5,000,000 12,500,000
Transferred to Start Up Fund 5,140,192 -
235,373,481 204,493,909
Retained Surplus, Carried Forward 296,515,381 458,249,172
Earnings Per Share 40.00 0.90 1.15
Sd/- Sd/- Sd/- Sd/-

A. Qasem & Co.

Sd/-
Gorachad Kundu FCA
Partner
Page | 261
Midland Bank Ltd
Cash Flow Statement
2021 2020
Notes BDT BDT
A) Cash Flow From Operating Activities:
Interest Received 4,406,066,085 4,542,872,442
Interest Paid on Deposits, Borrowings, etc. (2,330,762,877) (3,088,496,356)
Dividend Income 30,149,202 10,531,699
Fees & Commission Income 224,185,791 276,581,721
Recoveries of Loans previously written off - -
Cash Paid to Employees as Salaries and Allowances (533,619,057) (608,409,038)
Income Tax Paid (409,939,021) (451,093,058)
Cash Received From Other Operational Income 42.00 83,721,530 66,010,851
Cash Paid for Other Operational Expenses 43.00 (367,611,315) (269,767,741)
Cash Flow From Operating Activities Before Changes in Net Current Asset 1,102,190,340 478,230,519
Changes in Net Current Asset :
Investment in Treasury Bond 499,274,493 (1,447,370,303)
Loans & Advances (6,780,809,910) (7,337,037,110)
Other Asset 646,905,613 (533,432,696)
Non-Banking Assets - -
Bank Deposit 2,494,994,889 1,379,103,060
Customers' Deposit 3,293,339,590 4,528,007,629
Borrowing from Other Banks, Financial Institutions & Agents (125,412,557) 2,605,984,260
Other Liabilities 303,656,466 388,241,378
331,948,583 (416,503,781)
Net Cash Flow From Operating Activities 1,434,138,923 61,726,738
B) Cash Flow From Investing Activities:
Investments in Shares & Bonds (1,538,460,518) 216,814,797
Proceeds from Sale of Fixed Assets 2,910,597 299,500
Purchase of Fixed Asset (142,366,245) (67,289,444)
Net Cash Flow From Investing Activities (1,677,916,166) 149,824,853
C) Cash Flow From Financing Activities:
Receipts from Issue of Capital -
Dividend Paid (427,252,315) (341,801,852)
Net Cash Flow From Financing Activities (427,252,315) (341,801,852)
D) Net Increase in Cash and Cash Equivalents (671,029,558) (130,250,260)
E) Effect of Changes of Exchange Rates on Cash and Cash Equivalents - -
F) Opening Cash and Cash Equivalents 5,970,794,790 6,101,045,050
Closing Cash and Cash Equivalents (D+E+F) 5,299,765,232 5,970,794,790
The above closing Cash and Cash Equivalents include:
Cash in Hand 558,386,508 546,005,616
Balance with Bangladesh Bank and its Agent Bank 2,111,506,739 1,971,384,304
Balance with Other Banks & Financial Institutions 2,629,438,985 2,738,102,616
Money at Call and Short Notice - 295,800,000
Treasury Bill - 418,707,154
Prize Bond 433,000 795,100
5,299,765,232 5,970,794,790
Net Operating Cash Flow Per Share 41.00 2.52 0.11
Sd/- Sd/- Sd/- Sd/-

A. Qasem & Co.

Sd/-
Gorachad Kundu FCA
Partner
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Midland Bank Ltd
Statement of Changes in Equity
Revaluation Surplus
Particulars Paid-up Capital Statutory Reserve Retained Earnings Total
on Investments
BDT BDT BDT BDT BDT
Balance as at 01 January 2021 5,696,697,530 1,183,368,838 275,655,418 458,249,173 7,613,970,959

Transfer to CSR for FY 2020 - - - (6,563,639) (6,563,639)
Transferred to Start Up Fund for FY 2020 - - - (6,563,639) (6,563,639)
Adjusted Balance 5,696,697,530 1,183,368,838 275,655,418 445,121,895 7,600,843,681
Dividend paid - - - (427,252,315) (427,252,315)
Revaluation Reserve transferred during the period - - (273,209,383) - (273,209,383)
Net Profit for the year after tax - - - 514,019,283 514,019,283
Appropriation made during the period - 225,233,289 - (225,233,289) -
Transfer to CSR - - - (5,000,000) (5,000,000)
Transferred to Start Up Fund for FY 2021 (5,140,192) (5,140,192)
Balance as at 31 December 2021 5,696,697,530 1,408,602,127 2,446,035 296,515,382 7,404,261,074

(0) 0 (0) (0)
Sd/- Sd/- Sd/- Sd/-

A. Qasem & Co.

Sd/-
Gorachad Kundu FCA
Partner
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Midland Bank Ltd
Liquidity Statement
Less than 1 to 3 3 to 12 1 to 5 Above Total

Particulars 1 month months months years 5 years
BDT BDT BDT BDT BDT BDT
ASSETS :
Cash in hand & Balance with Bangladesh Bank 2,569,272,922 - - - 100,620,325 2,669,893,246
Balance with other Banks and Financial Institutions 1,625,900,000 353,000,000 650,538,985 - - 2,629,438,985
Money at Call & Short notice - - - - - -
Investments 152,133,000 - 3,332,800,000 7,178,100,000 4,316,873,098 14,979,906,098
Loans and Advances/Investments 9,598,300,000 5,673,800,000 13,743,900,000 15,378,382,409 1,473,100,000 45,867,482,409
Fixed Asset - - - 115,882,175 517,634,234 633,516,409
Other Asset - - - 1,194,688,872 1,031,400,000 2,226,088,872
Non-Banking Asset - - - - 12,585,359 12,585,359
Total Assets 13,945,605,922 6,026,800,000 17,727,238,985 23,867,053,456 7,452,213,015 69,018,911,378
LIABILITIES :
Borrowing From Other Banks, Financial Institutions & Agents 1,577,600,000 604,400,000 848,200,000 2,919,101,979 - 5,949,301,979
Deposit and Other Account 7,374,400,000 12,645,400,000 14,442,000,000 15,497,738,926 770,500,000 50,730,038,926
Provision & Other Liabilities 87,393,725 68,885,859 187,352 1,722,255,620 3,056,586,842 4,935,309,399
Total Liabilities 9,039,393,725 13,318,685,859 15,290,387,352 20,139,096,525 3,827,086,842 61,614,650,304
Net Liquidity 4,906,212,197 (7,291,885,859) 2,436,851,633 3,727,956,930 3,625,126,173 7,404,261,074
Sd/- Sd/- Sd/- Sd/-

Place of Issue: Dhaka

Dated: 24 April 2022
Page | 264
Notes to the Financial Statements
As at and for the year ended 31 December 2021
Corporate Profile and Significant Accounting Policies
1.00 Midland Bank Limited
1.01 Legal status and nature of the entity

Midland Bank Limited (the “Bank") was incorporated on 20 March 2013 as a Public Limited Company in Bangladesh
under Companies Act, 1994 with the registered office at N.B. Tower (Level 6 to 9), 40/7 North Avenue, Gulshan-2,
Dhaka-1212. The Company was also issued Certificate of Commencement of Business on the same day. It started
commercial banking operation on 20 June 2013 through opening first branch at Dilkusha Commercial Area in the name
‘Dilkusha Corporate Branch. Presently, the number of branches stood at 35 (16 Urban Branches and 19 Rural Branches),
13 Sub Branches, 51 ATMs, 100 Agent Banking Centers (ABCs) and 10 Collection Booths covering commercially
1.02 Principal activities of the Bank

The principal activities of the Bank are to provide wide range of financial products (loans and deposits) and services
that includes all kinds of Conventional and Islamic banking services to its customers. It offers commercial banking,
consumer banking, trade services, cash management, treasury, cottage micro small and medium enterprises
(CMSMEs), retail, debit/credit cards services and clearing services to its customers. These activities are conducted
through its Branches, Sub- branches, Agent Banking Centers (ABCs), Collection Booths and Alternative Delivery
Channels (ATM booths, Internet Banking, Debit/Credit/Prepaid Cards, etc.) across the country. MDB digital banking
service is the Bank’s flagship product to provide internet based banking solutions. MDB online banking facilities like-
fund transfer to utility bills payment, buying air tickets, paying bills of mobile phones, credit cards, and insurance
premiums and then tracking of accounts and even shopping from over 200 retailers. MDB digital banking service is
integrated with bkash, ROCKET and NAGAD payment system as well. The Bank also provides Off-shore banking services
through its Off-shore Banking Unit (OBU) and Islami banking services through its Islamic Banking Window (MDB
Saalam).
1.03 Off-shore banking

Off-shore banking unit (OBU) after getting approval from Bangladesh Bank launched its operation on 20 June 2020. It
is a separate business unit of the Bank, operates its business through a separate counter at Head Office, as governed
under the rules and guidelines vide Bangladesh Bank's letter reference no. BRPD (P 3) 744 (101)/2010-4129 dated 10
November 2009 and a Policy for Off-shore banking operation issued by Bangladesh Bank through BRPD circular no. 02
dated 25 February 2019 and BRPD circular letter no. 09 dated 27 May 2019. It gives loans (on and off-balance sheet
exposures) and takes deposits in freely convertible foreign currencies to and from person/institution not resident in
Bangladesh and Type-A (wholly foreign owned) units in EPZs in Bangladesh. It also gives long term loans to industrial
units outside EPZs and Type-B and Type-C industrial units within the EPZs subject to compliance by the industrial units
with the guidelines of Bangladesh Investment Development Authority (BIDA) and Bangladesh Bank. Besides, this unit
provides bill discounting/financing facilities accepted by Authorised Dealer (AD) in Bangladesh against usance LCs in
accordance with Bangladesh Bank (BB) guidelines. Separate financial statements of Off-shore banking unit have been
disclosed in the annual report 2021.
1.04 Islamic banking window (MDB Saalam)

The Bank obtained permission for Islami banking window from Bangladesh Bank. Islami banking window (MDB Saalam)
after getting approval from Bangladesh Bank launched on 23 April 2020. The Bank is operating its Islami banking under
one window in Gulshan Branch, Dhaka. Through the Islamic banking window, the Bank extends all types of Islami
shariah-compliant finances like lease, hire purchase shirkatul melk (HPSM), bai muazzal, household scheme, etc., and
different types of deposits like mudaraba/manarah savings deposits, mudaraba/manarah term deposits, al-wadeeah
current deposits, monthly/quarterly profit paying scheme, etc. Separate financial statements of Islamic banking
windows have been disclosed in the annual report 2021.
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2.00 Basis of preparation of financial statements and Significant accounting policies
2.01 Basis of preparation of financial statements
2.01.01 Basis of Preparation

The separate financial statements of the Bank for the year ended on 31 December 2021 comprise those of domestic
banking unit (both conventional and Islamic banking) and Off-shore banking unit (OBU). There were no significant
changes in the nature of principal business activities of the Bank and Off-shore banking unit (OBU) during the
financial year 2021.
2.01.02 Statement of Compliance

The Financial Reporting Act 2015 (FRA) was enacted in 2015. Under the Act, the Financial Reporting Council (FRC)
was formed and it is yet to issue any financial reporting standards for public interest entities like Banks, NBIFs,
Insurance, etc. According to the Bank Company Act 1991 as amended time to time required the Banks to prepare
their financial statements under such financial reporting standards. Since the FRC yet to issue any financial reporting
standards as per the provisions of the FRA, hence the International Financial Reporting Standards (IFRS) as adopted
by the Institute of Chartered Accountants of Bangladesh (ICAB) are still applicable.
The financial statements of the Bank have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by ICAB, “First Schedule (Section 38) of the Bank Company Act 1991 (Amended upto
2018), BRPD circular no. 14 dated 25 June 2003 and DFIM Circular no. 11, dated December 23, 2009, etc., other
regulatory guideline. The Bank complied with the requirements of the following rules and regulation:
The Bank Companies Act, 1991 (Amended upto 2018), The Companies Act 1994, Rules, regulations and circulars
issued by the Bangladesh Bank from time to time. The Securities and Exchange Ordinance 1969, Bangladesh
Securities and Exchange Commission Act 1993, Bangladesh Securities and Exchange Commission Rules
2020,Bangladesh Securities and Exchange Commission (Public Issues) Rules 2015, Income Tax Ordinance and Rules
1984, Value Added Tax Act 1991, Value Added Tax and Supplementary Duty Act, 2012 and Financial Reporting Act
2015.
In addition to foregoing directives and standards, the operation of Islamic banking windows, are accounted for in
accordance with Financial Accounting Standards issued by the Accounting and Auditing Organization for Islamic
Financial Institutions, Bahrain, and BRPD circular no. 15, dated November 09, 2009. The operation of Off-shore
banking unit are also accounted for in accordance with Financial Reporting Standards issued by ICAB. A separate
balance sheet, profit & loss account and a statement of profit are shown in Annexure - G & H, respectively, and the
figures appearing in the annexure have been incorporated in the related heads of these financial statements as
recommended by the central shariah board for Islamic Banks in Bangladesh.
This is the 2nd time to set off the Bank’s annual financial statements in which IFRS-16 “Leases” has been applied
effective from 1 January 2020. The related changes to significant accounting policies and its affect are described in
note 2.02.11.
2.01.03 Difference between IAS/IFRS and Bangladesh Bank regulations

The financial statements of the Bank have been prepared as on 31 December 2021 under the historical cost basis,
except for certain investments which are stated at fair/market value, in accordance with the First Schedule (Section
38) of the Bank Company Act 1991(Amended upto 2018), BRPD Circular # 14, dated 25 June 2003 and DFIM Circular
# 11, dated 23 December 2009, other Bangladesh Bank circulars, IAS and IFRS as adopted by ICAB, the Companies
Act 1994, and other laws and rules applicable in Bangladesh. In case, any requirement of provisions and circulars
issued by Bangladesh Bank differs with those of other regulatory bodies, the provisions and circulars issued by
Bangladesh Bank shall prevail. In order to comply with the rules and regulations of Bangladesh Bank, MDB departed
from those contradictory requirements of IFRS/IAS, which are disclosed below.
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i. Presentation of financial statements
IFRS: As per IAS-1, a complete set of financial statements comprises statement of financial position (balance sheet),
statement of profit and loss, statement of changes in equity, statement of cash flows, notes comprising a summary of
significant accounting policies and other explanatory information and comparative information. IAS-1 has also stated the
entity to disclose assets and liabilities under current and non-current classification separately in its statement of financial
position.
Bangladesh Bank: The presentation of these financial statements in prescribed format (i.e. balance sheet, profit and loss
account, cash flow statement, statement of changes in equity, liquidity statement) and certain disclosures therein are
guided by the First Schedule (section-38) of the Bank Companies Act, 1991 (Amended upto 2018) and BRPD circular no.
14 dated 25 June 2003 and subsequent guidelines of Bangladesh Bank. In the prescribed format there is no option to
present assets and liabilities under current and non-current classification.
ii. Investment in shares, mutual fund and other securities

IFRS: As per requirements of IFRS-9, classification and measurement of investment in shares and securities will depend
on how these are managed (the entity’s business model) and their contractual cash flow characteristics. Based on these
factors it would generally fall either under “at fair value through profit and loss account” or under “at fair value through
other comprehensive income” where any change in the fair value (as measured in accordance with IFRS 13) at the year-
end is taken to profit and loss account or other comprehensive income respectively.
Bangladesh Bank: As per BRPD circular no. 14 dated 25 June 2003 investments in quoted and unquoted shares are
revalued on the basis of year-end market price and Net Assets Value (NAV) of last audited balance sheet, respectively.
As per instruction of DOS circular letter no. 3 dated 12 March 2015, investment in mutual fund (close-end) is revalued at
lower of cost and higher of market value and 85% of NAV and another DOS circular letter no. 10 dated 28 June 2015,
investment in mutual fund (open-end) is revalued at lower of cost and higher of market value and 95% of NAV. As such,
provision is made for any loss arising from diminution in value of investments (portfolio basis); otherwise investments
are recognised at costs.
iii. Revaluation gain/loss on government securities

IFRS: Government securities refer primarily various debt instruments which include both bonds and bills. As per
requirements of IFRS-9 Financial Instruments, bonds can be categorised as “Amortised Cost (AC)” or “Fair Value through
profit and loss account (FVTPL)” or “Fair Value through other comprehensive income (FVOCI)”. Bonds designated as
amortised cost are measured at amortised cost method and interest income is recognised through profit and loss
account. Any changes in fair value of bonds designated as FVTPL is recognised in profit and loss account. Any changes in
fair value of bonds designated as FVOCI is recognised in other reserve as a part of equity.
As per requirement of IFRS-9 where securities will fall under the category of fair value through profit and loss account,
any change in the fair value of assets is recognised through the profit and loss account. Securities designated as amortized
cost are measured at effective interest rate method and interest income is recognised through the profit and loss
account.
Bangladesh Bank: Held for Trading (HFT) securities are revalued on the basis of mark to market on weekly basis and any
gains on revaluation of securities which have not matured at the balance sheet date are recognized in other reserves as
a part of equity and any losses on revaluation of securities which have not matured at the balance sheet date are charged
in the profit and loss account. Interest on HFT securities including amortization of discount are recognized in the profit
and loss account. HTM securities which have not matured at the balance sheet date are amortized at the year end and
any losses are recognized through profit and loss account and gains on amortization are recognized in other reserve as
part of equity.
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iv. Repo and reverse repo transactions
IFRS: As per IFRS-9 when an entity sells a financial asset and simultaneously enters into an agreement to repurchase the
asset (or a similar asset) at a fixed price on a future date (repo), the arrangement is treated as a loan and the underlying
asset continues to be recognised at amortised cost in the entity’s financial statements. The difference between selling
price and repurchase price will be treated as interest expense. The same rule applies to the opposite side of the
transaction (reverse repo).
Bangladesh Bank: As per Department of off-site supervision (DOS) circular letter no. 06 dated 15 July 2010 and
subsequent clarification in DOS circular no. 02 dated 23 January 2013, when a bank sells a financial asset and
simultaneously enters into an agreement to repurchase the asset (or a similar asset) at a fixed price on a future date
(repo or stock lending), the arrangement is accounted for as a normal sales transaction and the financial asset is
derecognised in the seller’s book and recognised in the buyer’s book.
However, as per Debt Management Division (DMD) circular letter no. 7 dated 29 July 2012, non-primary dealer Banks
are eligible to participate in the Assured Liquidity Support (ALS) programme, whereby such Banks may enter
collateralized repo arrangements with Bangladesh Bank. Here the selling Bank accounts for the arrangement as a loan,
thereby continuing to recognize it as asset.
v. Provision on loans and advances/investments

IFRS/IAS: As per IFRS-9 an entity shall recognize an impairment allowance on loans and advance/investments based on
expected credit losses. At each reporting date, an entity shall measure the impairment allowance for loans and
advances/investments at an amount equal to the lifetime expected credit losses, if the credit risk on these loans and
advances/investments has increased significantly since initial recognition whether assessed on an individual or collective
basis considering all reasonable information, including that which is forward looking. For those loans and
advances/investments for which the credit risk has not increased significantly since initial recognition, at each reporting
date, an entity shall measure the impairment allowance at an amount equal to 12 month expected credit losses that
may result from default events on such loans and advances/investments that are possible within 12 months after
reporting date.
Bangladesh Bank: As per BRPD circular No.14, 23 September 2012, BRPD circular No. 19, 27 December 2012, BRPD
circular No. 05, 29 May 2013, BRPD circular No. 16,18 November 2014, BRPD circular no (P-1)/661/13/2021-12262, 27
December 2021, BRPD circular 50, 14 December 2021 and BRPD circular 52, 29 December 2021, a general provision at
0.25% to 5% under different categories of unclassified loans/investments (good/standard/SMA loans) has to be
maintained regardless of objective evidence of impairment. Also provision for sub-standard, doubtful and bad losses
has to be provided at 20%, 50% and 100%, respectively for loans and advances/investments depending on the duration
of overdue. Again, as per BRPD circular no. 10, dated 18 September 2007 and BRPD circular no. 14, dated 23 September
2012, a general provision at 1% is required to be provided for all off-balance sheet exposures excluding bills for
collection. Such provision policies are not specifically in line with those prescribed by IAS-39.
vi. Recognition of interest in suspense

IFRS: Loans and advances/investments to customers are generally classified at amortized cost as per IFRS-9 and interest
income is recognised by using the effective interest rate method to the gross carrying amount over the term of the
loans/investments. Once a loan/investments subsequently become credit-impaired, the entity shall apply the effective
interest rate to the amortized cost of these loans and advances/investments.
Bangladesh Bank: As per BRPD circular no. 14, dated 23 September 2012, once a loan/investment is classified, interest
on such loan/investment is not allowed to be recognized as income, rather the corresponding amount needs to be
credited to an “Interest Suspense Account”, which is presented as liability in the balance sheet.
vii. Other comprehensive income

IFRS/IAS: As per IAS-1 other comprehensive income (OCI) is a component of financial statements or the elements of OCI
are to be included in a single other comprehensive income statement.
Bangladesh Bank: The templates of financial statements issued by Bangladesh Bank do not include the other
comprehensive income, nor are the elements of other comprehensive income allowed to be included in a single other
comprehensive income (OCI) statement. As such, the Bank does not prepare other comprehensive income statement.
However, elements of OCI, if any, are shown in the statements of changes in equity.
Page | 268
viii. Financial instruments – presentation and disclosure
In several cases Bangladesh Bank guidelines categories, recognize, measure and present financial instruments
differently from those prescribed in IFRS-9. As such, full disclosure and presentation requirements of IFRS-7 and IAS-32
cannot be made in the financial statements.
ix. Financial guarantees

IFRS/IAS: As per IFRS-9, financial guarantees are contracts that require the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with
the original or modified terms of a debt instrument. Financial guarantee liabilities are recognised initially at their fair
value plus transaction costs that are directly attributable to the issue of the financial liabilities. The financial guarantee
liability is subsequently measured at the higher of the amount of loss allowance for expected credit losses as per
impairment requirement and the amount initially recognised less, income recognised in accordance with the principles
of IFRS 15. Financial guarantees are included within other liabilities.
Bangladesh Bank: As per BRPD circular no.14, financial guarantees such as letter of credit, letter of guarantee will be
treated as off-balance sheet items. No liability is recognized for the guarantee except the cash margin. 1% provision is
maintained on such off-balance sheet items, excluding bills for collection as per guidelines of Bangladesh Bank.
x. Cash and cash equivalents

IFRS/IAS: Cash and cash equivalent items should be reported as cash item as per IAS-7.
Bangladesh Bank: Some cash and cash equivalent items such as ‘money at call on short notice’, treasury bills,
Bangladesh Bank bills and prize bond are not shown as cash and cash equivalents. Money at call on short notice
presented on the face of the balance sheet, and treasury bills/bonds and prize bonds are shown as investments.
xi. Non-banking assets

IFRS/IAS: No indication of non-banking assets is found in any IFRS/IAS.
Bangladesh Bank: As per BRPD 14, there must exist a face item named Non-banking assets.
xii. Cash flow statement

IFRS/IAS: As per IAS-7, cash flow statement can be prepared using either the direct method or the indirect method. The
presentation is selected to present these cash flows in a manner that is most appropriate for the business or industry.
The method selected is applied consistently.
Bangladesh Bank: As per BRPD circular no.14, cash flow statement has been guided by the Bangladesh Bank which is
the mixture of direct and indirect method.
xiii. Balance with Bangladesh Bank: (Cash Reserve Ratio-CRR)

IFRS/IAS: Balance with Bangladesh Bank should be treated as other asset as it is not available for use in day to day
operations as per IAS-7.
Bangladesh Bank: Balance with Bangladesh Bank is treated as cash and cash equivalents.
xiv. Presentation of intangible assets

IFRS/IAS: An intangible asset must be identified, recognized and disclosure must be given as per IAS-38.
Bangladesh Bank: There is no regulation/guideline for identify, recognize and disclosure of intangible assets in the BRPD
circular no.14.
xv. Off-balance sheet exposers

IFRS/IAS: There is no concept of off-balance sheet items in any IFRS/IAS. Hence, there is no requirement for disclosure
of off-balance sheet items on the face of the balance sheet.
Bangladesh Bank: As per BRPD circular no.14, off balance sheet items (e.g. Letter of credit, Letter of guarantee, etc.)
must be disclosed separately on the face of the balance sheet and 1% provision has to be maintained on it as guided
by the regulator.
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xvi. Disclosure of appropriation of profit
IFRS/IAS: There is no requirement to show appropriation of profit on the face of income statement.
Bangladesh Bank: As per BRPD circular no. 14, an appropriation of profit should be disclosed separately on the face of
the profit and loss account.
xvii. Loans and advances/investments net of provision

IFRS/IAS: Loans and advances/investments should be presented net of provision.
Bangladesh Bank: As per BRPD 14, provision on loans and advances/investments are presented separately as liability
and cannot be netted off against loans and advances/investments.
xviii. Recovery of written off loans and advances/investments

IFRS/IAS: As per IAS 1 an entity shall not offset assets and liabilities, or income and expenses, unless required or
permitted by IFRS/IAS. The recovery of written off loans/investments should be charged to the profit and loss account
as per IFRS 15.
Bangladesh Bank: As per BRPD circular no.14, recoveries of amount previously written off should be adjusted with
specific provision on loans and advances/investments.
xix. Uniform accounting policy

IFRS/IAS: As per Para 19 of IFRS-10, a company shall prepare financial statements using uniform accounting policies
for like transactions and other events in similar circumstances.
BSEC: As per guideline of Bangladesh Securities and Exchange Commission (BSEC), Bank has to keep adequate provision
on diminution value of investments and certain provision has to be made on impairment of clients’ margin
loans/investments.
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2.01.04 Use of estimates and judgments
In preparation of the financial statements, management required to make judgments, estimates and assumptions
that affect the application of accounting policies and reported amount of assets, liabilities, income and expenses.
Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed considering
business realities on a going concern basis. Revision to accounting estimates are recognized in the period in which
the estimates are revised and in any future periods affected. The most significant areas where estimates and
judgments have been applied to the following:
- Provision for loan and advances/investments- as explained in note # 2.02.02.(d)
- Income tax - as explained in note # 2.04.05
- Deferred tax assets/liabilities - as explained in note # 2.04.06
- Employee benefit -as explained in note # 2.04.07

- Useful lives of depreciable assets regard to non-current assets - as stated below:
Asset Category Depreciation Useful Life

Rate
Computer & Peripherals 20% 5 Year
Furniture & Fixture 10% 10 Year
Office Equipment 20% 5 Year
Motor Vehicles 20% 5 Year
Books 20% 5 Year
Intangible Assets 20% 5 Year
However, underlying assumptions on estimates are reviewed on a going concern basis and revisions thereon are
recognised in the period in which the estimates are revised. It is also required to disclose the contingent assets and
liabilities at the date of the financial statements in accordance with the guidelines as prescribed by IAS-37
“Provisions, Contingent Liabilities and Contingent Assets”.
Provisions
Provisions are liabilities that are uncertain in timing or amount. Provisions are recognised in the following
situations:
- The entity has a present (legal or constructive) obligation as a result of past events;
- Probable out flow of resources to settle the obligation and the obligation can be measured reliably;
- It is more likely than not that outflow of resources will be required to settle the present obligation exists at the
end of the reporting period.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events. A contingent liability arises when
some, but not all, of the criteria for recognizing a provision are met. IAS-37 applies prudence by deeming a past
event to give rise to a present obligation and an entity shall not recognize a contingent liability. However, if it is
possible rather than probable that an obligation exists, a contingent liability will exist, not a provision in the financial
statements. An entity shall disclose for each class of transaction of contingent liability at the end of the reporting
period if the contingent liability is not remote.
Contingent Assets
A contingent asset is possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.
Contingent assets are never recognised; rather they are disclosed in the financial statements when they arise.
The most significant areas where estimates and judgments have been applied are to calculate provision for loans,
advances and investments as per Bangladesh Bank guideline.
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2.01.05 Consistency
In accordance with IFRS framework for the presentation of financial statements together with IAS-1 “Presentation
of Financial Statements” and IAS-8 “Accounting Policies, Changes in Accounting Estimates and Errors”. MDB
discloses its information consistently from one period to the next, where selecting and applying a new accounting
policies, changes in accounting policies, correction of errors, the amount involved are accounted for and disclosed
retrospectively in accordance with the requirement of IAS-8. However, for changes in the accounting estimates, the
related amount is recognized prospectively in the current period and in the next period or periods.
2.01.06 Functional and presentation currency

These financial statements are presented in Bangladesh Currency (BDT), which is the Bank’s both functional and
presentation currency. Figures appear in these financial statements have been rounded off to the nearest BDT.
2.01.07 Date of authorization

The board of directors has authorised this financial statements for public issue on April 24, 2022.
2.01.08 Foreign currency transaction

a) Foreign currencies translation
Foreign currency transactions are converted into equivalent BDT using the prevailing exchange rates on the dates
of respective transactions as per IAS 21 “The Effects of Changes in Foreign Exchange Rates". Foreign currency
balances held in US Dollar are converted into BDT at weighted average rate of inter-bank market as published by
Bangladesh Bank on the closing date of every month. Balances held in foreign currencies other than US Dollar are
converted into equivalent US Dollar at buying rates of New York closing of the previous day and converted into BDT
equivalent.
Differences arising through buying and selling transactions of foreign currencies on different dates of the year have
been adjusted by debiting /crediting exchange gain or loss account.
b) Commitments
Commitments for outstanding forward foreign exchange contracts disclosed in these financial statements are
translated at contracted rates. Contingent liabilities/commitments for letters of credit and letters of guarantee
denominated in foreign currencies are expressed in BDT terms at the rates of exchange prevailing on the balance
sheet date.
c) Translation gain and loss

The resulting exchange transaction gains and losses are included in the profit and loss account.
2.01.09 Cash flows Statement

Statement of cash flows have been prepared in accordance with the International Accounting Standard IAS 7
"Statement of Cash Flows" and under the guideline of Bangladesh Bank BRPD Circular No. 14, dated 25 June 2003.
The Cash Flow statement shows the structure of and changes in cash and cash equivalents during the year. It cash
flows during the period have been classified as operating activities, investing activities and financing activities.
2.01.10 Statement of changes in equity

Statement of changes in equity has been prepared in accordance with IAS 1 “Presentation of financial statements”
and following the guidelines of Bangladesh Bank BRPD circular no.14, dated 25 June 2003.
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2.01.11 Liquidity statement
The liquidity statement of assets and liabilities as on the reporting date has been prepared on residual maturity
term as per following basis:
SL Particulars Basis
1 Cash, balance with other banks and financial Stated maturity / observed behavioral trend.
institutions money at call and short notice, etc.
2 Investments Residual maturity term.
3 Loan and advance / investment Repayment / maturity schedule and
behavioral trend (non-maturity products)
4 Fixed assets Useful life
5 Other assets Realisation / amortisation basis
6 Borrowing from other banks and financial institutions Maturity / repayment term
7 Deposits and other accounts Maturity/behavioral trend (non-maturity
products)
8 Other long term liabilities Maturity term
9 Provisions and other liabilities Settlement / adjustment schedule basis
2.01.12 Financial statements for off-shore banking unit (OBU)

Foreign currency transactions are converted into equivalent BDT using the prevailing exchange rates on the dates
of respective transactions as per IAS-21 “The Effects of Changes in Foreign Exchange Rates". Foreign currency
balances held in US Dollar are converted into BDT at weighted average rate of inter-bank market as published by
Bangladesh Bank on the closing date of every month. Balances held in foreign currencies other than US Dollar are
converted into equivalent US Dollar at buying rates of New York closing of the previous day and converted into
BDT. Differences arising through buying and selling transactions of foreign currencies on different dates of the year
have been adjusted by debiting/crediting exchange gain or loss account.
2.01.13 Reporting period

These financial statements cover one calendar year from 1 January 2021 to 31 December 2021.
2.01.14 Basis of Measurement

The financial statements of the Bank has been prepared on historical cost basis except of the following:
- Government Treasury bills/bonds designated as 'Held for Trading (HFT)' are present at value using marking to
market concept with gain crediting to revaluation reserve;
- Government Treasury bills/bonds designated as 'Held to Maturity (HTM)' are carried at amortised cost;
- Investment in shares of listed companies are prepared at market value .
2.01.15 Offsetting
Financial assets and liabilities are offset and the net amount is presented in the balance sheet when, and only when,
the Bank has a legal right to set off the recognised amounts and it intends either to settle on a net basis or to realise
the asset and settle the liability simultaneously. Income and expenses are presented on a net basis only when
permitted under IFRSs, or for gains and losses arising from a Bank of similar transactions such as in the Bank’s
trading activity.
2.01.16 Going concern

The accompanying financial statements have been prepared on a going concern assumption that the Bank will
continue in its operation over the foreseeable future. The Bank has neither any intention nor any legal or regulatory
compulsion to liquidate or curtail materially the scale of any of its operations. Key financial parameters (including
liquidity, profitability, asset quality, provision sufficiency and capital adequacy) of the Bank continued to
demonstrate a healthy trend for a couple of years. The Bank has been awarded A1 in long term, ST-2 in short term
and Stable in Outlook Status by Credit Rating Agency of Bangladesh (CRAB). Rating details are shown in (note #
2.06). The management does not see any issue with respect to going concern due to recent pandemic COVID-19.
Besides, the management is not aware of any other material uncertainties that may cast significant doubt upon the
Bank's ability to continue as a going concern.
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2.02 Significant Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these financial
statements of the Bank and those of the Bank have been applied consistently except otherwise instructed by
Bangladesh Bank as the prime regulator. Certain comparative amounts in the financial statements have been
reclassified and rearranged to conform to the current year’s presentation (if any).
Assets and basis of their valuation

2.02.01 Cash and cash equivalents
Cash and cash equivalents include notes and coins in hand, unrestricted balances held with Bangladesh Bank and
highly liquid financial assets which are subject to insignificant risk of changes in their fair value, and are used by the
Bank management for its short-term commitments.
2.02.02 Loans and advances

a) Loans and advances/investments of conventional banking/islamic banking branches are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active market and that the Bank does not
sell in the normal course of business. Loans and advances/investment are stated in the balance sheet on gross
basis.
b) Loans and advances/investments are broadly catagorized under the heads of continuous, demand, term and
short term agriculture and micro credit. Continuous and demand loans/investments are accounted under
capitalized method, where interest/profit accrues on daily basis and applied to loan account quarterly, except
equal monthly installment (EMI) loan/investment of which interest/profit are being charged on due date and
interest/profit of staff loan/investment are being charged to staff loan/investment account yearly.
Interest/profit on classified loans and advances/investments is kept in suspense account as per guideline of
Bangladesh Bank and such interest/profit is not accounted for as income until realized from borrowers (note
#13.06). Interest/profit is not charged on bad and loss loans/investments as per guidelines of Bangladesh Bank.
On the basis of recovery, the unapplied interest/profit on such bad & loss loans/investments are being charged
to the respective loans/investments account and credited to the income account.
c) Commission and discounts on bills purchased and discounted are recognized at the time of realization.
d) At each balance sheet date and periodically throughout the year, the Bank reviews loans and
advances/investments to assess whether objective evidence that impairment of a loans/investments or
portfolio of loans/investments has arisen supporting a change in the classification of loans and
advances/investments, which may result in a change in the provision required in accordance with BRPD circular
no.03 dated 21 April 2019, BRPD circular no.1 dated 20 February 2018, BRPD circular no.15 dated 27 September
2017, BRPD circular no.16 dated 18 November 2014, BRPD circular no.05 dated 29 May 2013, BRPD circular
no.14 dated 23 September 2012 and BRPD circular no.19 dated 27 December 2012. The guidance in the circular
follows a formulaic approach whereby specified rates are applied to the various categories of loans/investments
as defined in the circulars. The provisioning rates are as follows:
Provision
Types of loans and advances
STD SMA SS DF BL
Consumer:
House building and professional 1.00%-2.00% 1.00% - 2.00% 20% 50% 100%
Other than housing finance & professionals to
2.00%-5.00% 2.00% - 5.00% 20% 50% 100%
setup business
Provision for loan to broker house, merchant banks,
2% 2% 20% 50% 100%
stock dealers, etc.
Short-term Agri-credit and micro credit 1% 1% 5% 5% 100%
Small and medium enterprise finance 0.25% 0.25% 20% 50% 100%
Others 1% 1% 20% 50% 100%
Special General Provision COVID-19
On unclassified general loans and advances,
including SMA of which are enjoying deferring
1%-2% 1%-2% N/A N/A N/A
classification irrespective of repayment
performance until 31 December 2020)
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e) BRPD Circular no.14 dated 23 September 2012 as amended by BRPD Circular no.19 dated 27 December 2012
also provides scope for further provisioning based on qualitative judgments. In these circumstances, impairment
losses are calculated on individual loans/investments considered individually significant based on which specific
provisions are raised. If the specific provisions assessed under the qualitative methodology are higher than the
specific provisions assessed under the prescribed approach above, the higher of the two is recognised in liabilities
under “Provision for loans and advances/investments” with any movement in the provision charged/released in
the profit and loss account. Classified loans/investments are categorized into sub-standard, doubtful and
bad/loss based on the criteria stipulated by Bangladesh Bank guideline.
f) Loans and advances/investments are written off to the extent that- (i) there is no realistic prospect of recovery,
and (ii) against which legal cases are filed, where required and classified as Bad/Loss as per as per BRPD circular
no.02 dated 13 January 2003, BRPD circular no.13 dated 07 November 2013 and BRPD circular no.01 dated 06
February 2019 of Bangladesh Bank.
g) These written off loans/investments however will not undermine/affect the claim amount against the borrower.
Detailed memorandum records for all such written off accounts are maintained and followed up. There is no
written off loans/investment of MDB as of the reporting date as of 31 December 2021.
h) Special general provision COVID-19
Considering the impact of COVID 19 pandemic in the overall economy of Bangladesh, the central bank has given
deferral benefits for classification of loans and advances/investments irrespective of their repayment
performance until end of December 2020 and December 2021 by issuing BRPD circular no.4, dated 19.03.2020,
BRPD circular no.15, dated 15.06.2020, BRPD circular no.17, dated 28.09.2020 and BRPD circular no.19, dated
26.08.2021, BRPD circular no.51, dated 29.12.2021 and BRPD circular no.53, dated 30.12.2021.
To strengthen the financial based and shock absorbing capacity of Banks, the Bangladesh Bank issued BRPD
circular # 56, dated 10.12.2020 and BRPD circular # 52, dated 29.12.2021 instructing all Banks to keep 1.00%,
1.50% and 2.00% special general provision on unclassified general loans and advances/investments, including
SMA of which are enjoying deferring classification benefits irrespective of their repayment performance until 31
December 2020 and 2021. This provision has to keep under the head of “Special General Provision COVIS-19”
and it cannot be released or accounted into income until further instruction issue by Bangladesh Bank. However,
if any Loans/Investments fully adjusted by recovering cash, in that case, such provision of interest/profit will be
transferred to income a/c (BRPD circular no.50, dated 14.12.2020, BRPD Letter no.56/20 and BRPD circular no.53,
dated 30.12.2021.). To comply with the circular, MDB has maintained an amount of BDT 186.29 million as of 31
December 2021 (note # 13.02).
i) Amounts receivable on credit cards are included in advances to customers at the amounts expected to be
recovered.
As per Bangladesh Bank circular issued time to time, a general provision at 0.25% to 5% has to maintain under
different categories of unclassified loan and advances/investments (Standard/SMA/off-balance sheet exposures,
etc.) as stated above. However, such general provision cannot satisfy the conditions imposed by IAS 37
“Provisions, Contingent Liabilities and Contingent Assets” and IFRS-9 “Financial Instruments”. At the year end on
31 December 2021, the Bank has maintained an amount of BDT 1,097.80 million and has shown in the face of
balance sheet under the head “Other Liabilities” as against BDT 1,097.80 million of regulatory requirements (note
# 7.09).
2.02.03 Investment
All investment securities are initially recognized at cost, being fair value of the consideration given, including
acquisition charges associated with the investment. Premiums are amortized and discounts accredited, using the
effective yield method is taken to discount account. Accounting treatment for government treasury securities
(HTM/HFT) is made as per regulatory guideline.
Valuation methods of investment used are:

a) Held To Maturity (HTM)
Investments which have 'fixed or determinable payments', and are intended to be 'held to maturity', other than
those that meet the definition of 'held at amortized cost-others' are classified as held to maturity. Initially these
investments are recorded at cost. Subsequently, at each year end, these investments are measured at amortized
cost. Any increase or decrease in the value of such investment is recognized in shareholders’ equity and profit
and loss account respectively. Investment (HTM) is shown in the financial statements (note # 6.00).
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b) Held For Trading (HFT)
Investments classified in this category are acquired principally for the purpose of selling or repurchasing in short
trading, or if designated as such by the management. After initial recognition at cost, investments are revalued at
Mark to Market (MTM) on weekly basis and any increase on such valuation is recognized as valuation gain under the
shareholders’ equity and any loss is recognized in the profit and loss account.
c) REPO and Reverse REPO

Securities purchased under re-sale agreements are treated as collateralized lending and recorded at the
consideration paid and interest accrued thereon. The difference between purchase price and re-sale price is treated
as interest received and accrued evenly over the life of REPO agreement.
Since 1 September 2010 transaction of REPO and Reverse REPO are recorded based on DOS circular # 06, dated July
15, 2010 of Bangladesh Bank. Securities under REPO will be excluded from the investment portfolio and hence will
not be eligible for SLR purpose. Securities acquired under reverse REPO will be eligible for SLR purpose, initially at its
clean price (in case of coupon bearing security) or at market value (in case of non-coupon bearing security).
Value of investments has been calculated as follows:
Items Applicable accounting value

Government treasury bills-HTM Amortized value
Government treasury bills-HFT Market value
Government treasury bonds-HTM Amortized value
Government treasury bonds-HFT Market value
Prize Bond At cost
Debenture At cost
d) Investment in Listed / Quoted Securities

These securities are bought and held primarily for the purpose of selling them in future or hold for dividend income.
These are reported at cost. Unrealized gains are not recognized in the profit and loss account. But provision for
diminution in value of investment is provided in the financial statements where market price is below the cost price
of investment as per Bangladesh Bank guidelines (note # 6.02 & Annexure B).
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e) Investment in Unquoted Securities
Investment in unlisted securities is reported at cost under cost method. Adjustment is given for any shortage
of net assets value (NAV) over cost in the profit and loss account, but no unrealized gain booking in the income
account (note # 6.02).
Value of investments has been calculated as follows:
Measurement after initial

Investment class Initial recognition Recording of changes
recognition
Increase in value of such
Government treasury
investments is booked to
securities - Held to Cost Amortised cost
equity, decrease to profit
Maturity (HTM)
and loss account.
Loss to Profit and Loss
Government treasury
account, gain to Revaluation
securities - Held for Cost Fair value
Reserve through Profit and
Trading (HFT)
Loss account.
Debenture/Bond Face value Face value None
Loss (net off gain) to profit
Lower of cost or market and loss account but no
Shares (Quoted) * Cost
value (overall portfolio) unrealised gain booking in
profit & loss a/c.
Loss to profit and loss
Lower of cost or Net Asset
Shares (Unquoted)* Cost account but no unrealised
Value (NAV)
gain booking.
Prize bond Cost Cost None
* Provision for shares against unrealised loss (gain net off) has been taken into account according to DOS circular
no.4, dated 24 November 2011 and for mutual funds (closed-end) as per DOS circular letter no.3, dated 12
March 2015 and for mutual funds (open-end) as per DOS circular letter no.10, dated 28 June 2015 of Bangladesh
Bank.
f) Investment in Subsidiary
Investment in subsidiary is accounted for under cost method of accounting in the Bank’s financial statements
in accordance with IFRS 10 (Consolidated Financial Statements). Accordingly, investments in subsidiaries are
stated in the Bank’s balance sheet at cost, less impairment loss, if any. MDB has no subsidiary company as of
December 31, 2021.
2.02.04 Property, plant and equipment

As per IAS-16 “Property and Equipment" items of fixed assets excluding land are measured at cost less accumulated
depreciation and accumulated impairment losses, if any. Land and building are carried at cost. Purchase of software
that is integral to the related equipment is capitalised as part of that equipment. Cost includes expenditure that are
directly attributable to the acquisition of asset and bringing to the location and condition necessary for it to be capable
of operating in the intended manner. When significant parts of an item of fixed asset have different useful lives, they
are accounted for as separate items (major components) of fixed assets. The Bank has no land and building during
the reporting period.
The gain or loss on disposal of an item of fixed asset is determined by comparing the proceeds from disposal with the
carrying amount of the item of fixed asset, and is recognised in other income/ expenses in profit and loss account.
Subsequent costs
The cost of replacing a component of an item of fixed asset is recognised in the carrying amount of the item if it is
probable that the future economic benefits embodied within the part will flow to the group and its cost can be
measured reliably. The carrying amount of the replaced parts is derecognised. The costs of the day to day servicing
of fixed assets are recognised in the profit and loss statement as incurred.
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Depreciation
Depreciation on fixed assets is recognised in the profit and loss statement on straight line method over its estimated
useful lives. In case of acquisition of fixed assets, depreciation is charged from the month of acquisition, whereas
depreciation on disposed off fixed assets are charged up to the month prior to the disposal. Asset category wise
depreciation rates for the current and comparative periods are as follows:
Category of fixed assets Method Rate (%)

Land N/A -
Building N/A -
Furniture and fixtures Straight Line 10%
Office equipments Straight Line 20%
Library books Straight Line 20%
Vehicles Straight Line 20%
Intangible assets (Software) Straight Line 20%
Computer and peripherals Straight Line 20%
Interior decoration Straight Line 10%
Category of fixed assets (ATM Assets):
Furniture and fixtures Straight Line 10%
Office equipment Straight Line 20%
2.02.05 Intangible assets
a) An intangible asset is recognized if it is probable that the future economic benefits that are attributable to
the asset will flow to the entity and the cost of the assets can be measured reliably (IAS 38).
b) Software represents the value of computer application software licensed for use of the Bank, other than
software applied to the operation software system of computers. Intangible assets are carried at its cost, less
accumulated amortization/depreciation and any impairment losses. Initial cost comprises license fees paid
at the time of purchase and other directly attributable expenditures that are incurred in customizing the
software for its intended use.
c) Expenditure incurred on software is capitalized only when it enhances and extends the economic benefits of
computer software beyond their original specifications and lives and such cost is recognized as capital
improvement and added to the original cost of software.
d) Software is amortized using the straight line method over the estimated useful life of 5 (five) years
commencing from the date of the application software is available for use over the best estimate of its useful
economic life.
2.02.06 Impairment of assets
The carrying amounts of Bank’s assets are reviewed at each balance sheet date to determine whether there is any
indication of impairment. Any impairment loss is recognized in the profit and loss account, if the carrying amount
of an asset exceeds its recoverable amount (IAS-36). An amount of BDT 5,154,228 has been impaired and charged
to profit and loss account during the financial year 2021 as per para 60 of IAS-36 “Impairment of assets”.
2.02.07 Investment properties

a) Investment property is held to earn rentals or for capital appreciation or both and the future economic
benefits that is associated with the investment property, but not sale in the ordinary course of business.
b) Investment property is accounted for under cost model in the financial statements. Accordingly, after
recognition as an asset, the property is carried at its cost, less accumulated depreciation and impairment
loss.
c) Depreciation is provided on a reducing basis over the estimated life of the class of asset from the date of
purchase up to the date of disposal (IAS 16).
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2.02.08 Other assets
Other assets include mainly advance office rent, payment of advance income tax for which assessment of tax has
not been finalizes yet and all other financial assets, fees and other unrealized income receivable advance for
operating and capital expenditures and stocks of stationery and stamps, etc.
Provision on other assets

As per BRPD circular no.14 dated 25 June 2001, a provision of 100% on other assets which are outstanding for one
year and above. The Bank maintains provisions in line with this circular unless it assesses there is no doubt of
recovery on items of other assets in which case no provision is kept (note # 13.00).
2.02.09 Receivables
Receivables are recognised when there is a contractual right to receive cash or another financial asset from another
entity.
2.02.10 Inventories
Inventories measured at the lower of cost and net realizable value as per IAS 2 “Inventories”.
2.02.11 Leases
IFRS 16 Leases is effective for the annual reporting periods beginning on or after 1 January 2019. IFRS 16 defines
that a contract is (or contains) a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. IFRS 16 significantly changes how a lessee accounts for operating
leases. Under previous IAS 17, an entity would rent an office building or a branch premises for several years with
such a rental agreement being classified as operating lease would have been considered as an off balance sheet
item. However, IFRS 16 does not require a lease classification test and hence all leases shall be accounted for as on
balance sheet item (except for some limited exception i.e. short-term lease, leases for low value items).
Under IFRS 16, an entity shall be recognizing a right-of-use (ROU) asset (i.e. the right to use the office building,
branches, service center, call center, warehouse, etc.) and a corresponding lease liability. The asset and the liability
are initially measured at the present value of unavoidable lease payments. The depreciation of the lease asset (ROU)
and the interest on the lease liability is recognized in the profit or loss account over the lease term replacing the
previous heading ‘lease rent expenses’.
While implementating IFRS 16, the Bank observed that IFRS 16 is expected to have impact on various regulatory
capital and liquidity ratios as well as other statutory requirements issued by various regulators. In addition, there
are no direction from National Board of Revenue (NBR) regarding treatment of lease rent, depreciation on ROU
assets and interest on lease liability for income tax purposes and applicability of VAT on such items. Finally,
paragraph 5 of IFRS 16 provide the recognition exemptions to short-term leases and leases for which the underlying
asset is of low value. Although, paragraphs B3 to B8 of the Application Guidance (Appendix B) of IFRS 16 provide
some qualitative guidance on low value asset, but these guidance is focused towards moveable asset and
immovable asset like rental of premises (i.e. real estate) is not covered on those guidance, nor any benchmark on
quantification guidance on low value items have been agreed locally in Bangladesh.
Nevertheless, as first step the Bank has defined 'low value asset' which are to be excluded from IFRS 16 requirement
and considered lease of 'ATM Booths and other installations' as low value asset. Thereafter, the Bank has reviewed
lease arrangements for 'office premises' for consideration under IFRS 16.
As per the preliminary assessment of leases for 'office premises', the Bank has concluded that the potential impact
of these lease items in the Balance Sheet and Profit and Loss Account of the Bank is not considered to be material.
Therefore, considering the above implementation issues the Bank has not taken IFRS 16 adjustments on the basis
of overall materiality as specified in the materiality guidance in the 'Conceptual Framework for Financial Reporting'
and in 'International Accounting Standard 1 Presentation of Financial Statements'. However, the Bank would
continue to liaison with regulators and related stakeholders as well as observe the market practice for uniformity
and comparability, and take necessary action in line with any guideline and market practice.
Leases are classified as finance leases whenever the 'terms of the lease' transfer substantially all the risks and
rewards of ownership to the lessee as per IAS-17 “Leases". All other leases are classified as operating leases as per
IAS 17 "Leases".
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a) Bank as Lessor
Amount due from lessees under the finance leases are recorded as receivables at the amount of the Bank’s
net investment in the leases. Finance lease income is allocated to accounting periods as to reflect a
constant periodic rate of return on the Bank’s net investment outstanding in respect of the leases.
b) Bank as Lessee
Assets held under finance leases are recognised as assets of the Bank at their fair value at the date of
acquisition or, if lower, at the present value of the minimum lease payment. Assets held under finance
leases are depreciated over their expected useful lives on the same basis as owned assets. The Bank has
no finance lease or operating lease during the reporting period 2021.
c) Impact of adopting IFRS-16
The following summarises the impact of adopting IFRS-16 on the Bank's balance sheet and profit & loss
account for the period then ended on 31 December 2021, for each of the line items affected. Impact for
implementation of IFRS-16 is deputed below. Amount without adoption of IFRS 16 + Adjustment for IFRS
16= Amount after implementation of IFRS-16
d) Impact on the balance sheet as on 31 December 2021
In BDT Million
Amount of
Amount before Amount after
Adjustment
Particulars adoption of implementation of
for
IFRS-16 IFRS-16
IFRS-16
Fixed Assets 207 426 633
Other Assets 2,294 (68) 2,226
Other Liabilities 4,538 395 4,933
e) Impact on the profit and loss account as on 31 December 2021

In BDT Million
Amount of
Amount before Amount after
Adjustment
Particulars adoption of implementation of
for
IFRS-16 IFRS-16
IFRS-16
Interest/Profit paid on Deposit and
2,247 15 2,262
Borrowing, etc.
Rent, tax, insurance, electricity, etc. 228 (149) 79
Depreciation/amortization and repairs of
158 88 246
Bank’s properties
2.02.12 Non-banking assets

Non-banking assets are acquired on account of failure of a borrower to repay the loan on time after receiving
the decree from the honorable court regarding the right and title of the mortgage property. MDB filed an Artha
Rin suit bearing # 539/2017, dated 02.03.2017 against one default customer, A/C: Al-Fahad Air Ticketing and
Medical Tourism Limited. The Bank has been awarded the ownership of the mortgage properties according to
the verdict of the honorable court in accordance with section 33(5) of “Artha Rin Adalat-2003”. The honorable
court also orders to charge unapplied interest until fully recovery of the loan by selling the mentioned collateral
land. The value of the collateral land has been determined at BDT 14.54 million on the basis of valuation report
on an independent valuer. Subsequent approval taken from the Board of Directors of MDB, the full amount of
loan BDT 12.59 million (market value of the property at BDT 14.54 million) transferred to Non-Banking Assets of
the Bank, which will continue to sustain in Bank’s Balance Sheet until sale/disposal of the said property acquired
by the Bank u/s 33(5) of the Arta Rin Adalat Ain 2003 as mortgagee Bank and 100% provision is kept against the
said non-banking assets.
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2.03 Reconciliation of inter-bank and inter-branch accounts
Accounts with regard to inter-bank (in Bangladesh and outside Bangladesh) are reconciled regularly and there is no
differences which may affect the financial statements significantly. Un-reconciled entries/balances in the case of
inter-branch transactions as on the reporting date are not material.
Capital / Shareholder’s equity

2.03.01 Share capital
Ordinary shares are classified as equity when there is no contractual obligation to transfer cash or other financial
assets.
a) Authorised capital
Authorized capital is the maximum amount of share capital that the Bank is authorized by its Memorandum
and Article of Association to issue to the shareholders. Authorized capital of the Bank as on 31 December 2021
was at BDT 10,000 million (Note # 15.01).
b) Paid up capital
Paid-up capital represents total amount of shareholders’ capital that has been paid in full by the ordinary
shareholders. Ordinary shareholders are entitled to receive dividends as declared time to time and are entitled
to vote at shareholders’ meetings. In the event of a winding-up of the Bank, ordinary shareholders rank after
all other shareholders and creditors and are fully entitled to any residual proceeds of liquidation. Paid up
capital of the Bank as on 31 December 2021 was at BDT 5,696.70 million remained unchanged as the Bank
paid cash dividend for the FY 2020 (note # 15.02).
2.03.02 Statutory reserve

Statutory reserve has been maintained @ 20% of profit before tax in accordance with the provision of section 24 of
the Bank Company Act 1991 (Amendment upto 2018) until such reserve along with share premium equal to its paid
up capital. Statutory reserve of the Bank as on 31 December 2021 was at BDT 1,408.60 million, against BDT 1,183.37
million on 31 December 2020 (note # 16.00).
2.03.03 Revaluation reserve

When an asset's carrying amount is increased as a result of revaluation, the increase amount should be credited
directly to equity under the head of revaluation surplus / reserve as per IAS 16: "Property, Plant and Equipment".
The tax effects on revaluation gain are measured and recognized in the financial statements as per IAS 12: “Income
Taxes”. During the financial year 2021, the Bank did not revalue of its any fixed asset.
2.03.04 Revaluation reserve for government securities

Revaluation reserve for government securities arises from the revaluation of treasury bills/bonds, Bangladesh Bank
bills and treasury bonds (HFT and HTM) in accordance with the DOS circular no. 5 dated 26 May 2008 and DOS (SR)
1153/120/2010 dated 8 December 2010 (note # 17.00).
2.03.05 General reserve

The surplus amount after appropriation of yearly profit, surplus of tax and bonus provision of different years are
being kept in general reserved fund. There is no such reserve as on 31 December 2021.
2.03.06 Share premium

Share premium is the capital that the Bank raises upon issuing shares that is in excess of the nominal value of the
shares. The share premium may be applied by the Bank in paying up unissued shares to be allotted to members as
fully paid bonus shares or writing-off the preliminary expenses of the Bank or the expenses of or the commission
paid or discount allowed on, any issue of shares or debentures of the Bank or in providing for the premium payable
on the redemption of any redeemable preference shares or of any debentures of the Bank. Share premium is
showing in accounts after deduction of income tax on share premium as per finance Act. The Bank yet issue any
share to general public.
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2.04 Basis for valuation of liabilities and provisions
2.04.01 Deposits and other accounts

Deposits and other accounts include non-interest bearing current deposit payable at call, interest bearing demand
and short term deposits, savings deposit, fixed deposit and scheme deposit. These items are brought to financial
statements at the gross value of outstanding balance.
2.04.02 Borrowings from other banks, financial institutions and agents

Borrowed funds include call money deposits, borrowings, re-finance borrowings and other term borrowings from
banks, financial institutions and agents. Interest paid/payable on these borrowings is charged to the profit & loss
account. Disclosures of borrowings are shown in (note # 11.00, 13.00 and 22.02).
2.04.03 Other liabilities

Other liabilities comprise items such as provision for loans and advances/investments, provision for taxation,
interest payable, interest suspense, accrued expenses, lease obligation, etc. Other liabilities are recognised in the
balance sheet according to the guidelines of Bangladesh Bank, Income Tax Ordinance, 1984 and internal policy of
the Bank.
2.04.04 Provision for liabilities

As per IAS-37 Provisions, Contingent Liabilities and Contingent Assets are recognised when it is probable that an
outflow of economic benefits will be required to settle a current legal or constructive obligation as a result of past
events, and a reliable estimate can be made of the amount of the obligation.
2.04.05 Provision for current tax

Current tax is the amount of income tax payable (recoverable) in respect of the taxable profit (tax loss) for a period.
Provision for current income tax has been made as per prescribed rate in the Income Tax Ordinance 1984 and latest
Finance Act and related SROs on the accounting profit made by the Bank after considering some of the add-backs
to income and disallowances of expenditure as per income tax laws with IAS-12 “Income Taxes”. Tax Assets under
the head of Other Assets are recognized for payment of advance income tax, tax deducted at source and tax paid
at the time of IT Return for the year (s) for which assessment has not been yet finalized. On the other hand, the tax
provision (estimated as per IAS-12, provision of latest Finance Act, related SROs/ Guidelines, etc., issued by National
Board of Revenue-NBR) are recognized as tax liability under the head of other liability for the year (s) for which
assessment has not been yet finalized. During the year an amount of current tax stood at BDT 589.26 million against
BDT 269.98 million in 2020 (note # 13.04).
2.04.06 Deferred tax

Deferred tax liabilities are the amount of income taxes payable in future periods in respect of taxable temporary
differences. Deferred tax assets are the amount of income tax recoverable in future periods in respect of deductible
temporary differences. Deferred tax assets and liabilities are recognized for the future tax consequences of timing
differences arising between the carrying values of assets, liabilities, income and expenditure and their respective
tax bases. Deferred tax assets & liabilities are measured using tax rate & tax laws enacted or substantially enacted
at the balance sheet date. Tax impact on the account of changes in deferred tax assets and liabilities has also been
recognized in the profit and loss account as per IAS 12 “Income Taxes”. During the year, an amount of deferred tax
expenses stood at BDT 22.89 million against BDT 33.62 million in 2020 (note # 9.06).
Page | 282
2.04.07 Benefits to the employees
The retirement benefits accrued for the employees of the Bank as on reporting date have been accounted for in
accordance with the provisions of IAS 19, "Employee Benefit". Bases of computing the retirement benefit schemes
operated by the Bank are outlined below:
a) Provident fund
Provident Fund (PF) benefits are given to the permanent members of PF of the Bank in accordance with Bank's
Service Rules. Accordingly, a Trust Deed and Provident Fund Rules were prepared and obtained approval from
the Commissioner of Income Tax as a recognized provident fund within the meaning of section 2(52), read
with the provisions of part B of the First Schedule of Income Tax Ordinance 1984. The Fund is operated by a
Board of Trustees consisting six members of the Bank (03 members from the Board of Directors and 03
members from Management). All confirmed employees of the Bank are contributing 10% of their basic salary
as subscription to the Fund. The Bank also contributes equal amount of the employees' contribution. Interest
earned from the investments is credited to the members' individual account on yearly basis as per audited
financial statements of the Fund. The Fund has been maintaining in a separate account which is operating by
the Trustee and is being audited by Ahmed Mashuque & Co. Chartered Accountants and submitted to the NBR
to comply with regulation.
b) Gratuity fund
The Bank operates a Gratuity Fund Scheme on "Continuing Fund Basis", in respect of which provision is made
annually which is covering all its eligible employees in accordance with Bank’s Service Rules. The Bank
prepared the Trust Deed and Gratuity Fund Rules and get approval from the Commissioner of Income Tax as
a recognized Gratuity Fund within the meaning of Para 2,3 and 4, read with the provisions of Part C of the First
Schedule of Income Tax Ordinance 1984. The Fund is operated by a Board of Trustees consisting six members
of the Bank (03 members from the Board of Directors and 03 members from management). Valuation of
Gratuity Fund Scheme has been made to assess the adequacy of the liabilities provided for the scheme as per
IAS 19 “Employees Benefit". The Fund has been maintaining in a separate account which is operating by the
Trustee and is being audited by Ahmed Mashuque & Co. Chartered Accountants and submitted to the NBR to
comply with regulation.
c) Employees’ Social Security Superannuation Fund (ESSSF)

Midland Bank Employees' Social Security Superannuation Fund is subscribed by monthly contribution of the
employees. The Bank also contributes to the fund in accordance with Bank Service Rules. The fund has been
established to provide medical support and coverage in the event of accidental death or permanent disabilities
of the employees. Retirement benefits are also provided from this fund. The Fund has been maintaining in a
separate account which is operating by the Trustee and is being audited by Arun & Co. Chartered Accountants.
d) Performance bonus
The Bank is giving performance/incentive bonus to the employees in every year. This bonus is not mendatory,
but is being paying based on the performance of the bank in respective year. This bonus amount is being
distributed among the employees based on their performance after approavl of audited finamcials of the Bank.
e) Worker’s Profit Participation Fund

Worker’s Profit Participation Fund Consistent with the industry practice and in accordance with the Banking
Companies Act, 1991, no provision has been made to WPPF.
2.04.08 Contingent asset and contingent liability

A contingent asset is possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events and on the other hand a contingent liability
is a possible obligation that arises from past events and whose existence will also be confirmed only the occurrence
or non-occurrence of one or more uncertain future events. Contingent asset and liability are not recognized rather
disclosed in the financial statements as per IAS 37.
Page | 283
2.04.09 Provision for off-balance sheet exposures
As per BRPD circular no.14 dated 23 September 2012, the Bank has recognised 1% general provision on the
following off-balance sheet exposures as defined in BRPD circular no.10 dated 24 November 2002 considering the
exemption as provided through BRPD circular no.01 dated 03 January 2018, BRPD circular no. 7 dated 21 June
2018, BRPD circular no.13 dated 18 October 2018, BRPD circular no.02 dated 25 February 2019, BRPD circular
no.09 dated 27 May 2019 and BRPD circular letter no. BPRD (P-1)/661/13/2019-354 dated 13 January 2020. Total
provision stood as of 2021 at BDT 109.85 million against BDT 84.90 million in 2020 (note # 13.03).
a. Acceptance and Endorsement

b. Letters of guarantee;
c. Irrevocable letters of credit;
d. Foreign exchange contracts
2.04.10 Provision for Nostro accounts

As per instruction contained in the circular letter no. FEPD (FEMO) / 01 / 2005-677, dated 13 September 2005,
issued by Foreign Exchange Policy Department of Bangladesh Bank, provision is to be maintained on the un-
reconciled debit balance of Nostro Accounts more than 3 months as on the reporting date. Since there is no un-
reconciled entries which are outstanding more than 3 months, therefore, no provision has been made during the
reporting year.
2.04.11 Revenue recognition

In terms of provisions of IFRS 15 "Revenue from Contracts with Customers", the revenues during the year are
recognized as following:
a) Interest Income
Interest income on unclassified loan and advances (Standard & SMA) is recognised on an accrual basis and
charged to respective loan account on quarterly. Interest income on classified loan and advances (SS & DF
only) is credited to interest suspense account with actual receipt of interest therefrom credited to income
as and when received as per instruction contained in BRPD circular no.14 dated 23 September 2012, BRPD
circular no.19 dated 27 December 2012 and BRPD circular no.16, dated 18 November 2014. If the Loans and
advances classified as Bad/Loss (BL) interest ceases to apply and recorded in a memorandum a/c. When any
Bad loan turns into unclassify a/c, then unapplied interest charged to respective loan a/c and credited to
profit & loss a/c in compliance with regulatory guideline.
b) Profit on investment (Islamic Banking)

Mark-up on investment is taken into income account proportionately from profit receivable account.
Overdue charge/compensation on classified investments are transferred to profit suspense account instead
of income account.
c) Investment Income
Income on investments are recognised on accrual basis. Investment income includes discount on treasury
bills and Bangladesh Bank bills, interest on treasury bonds and fixed deposit with other Banks. Capital gain
on investments in shares are also included in investment income. Capital gain is recognised when it is
realised.
d) Fees and commission income

The Bank earns commission and fee income from a diverse range of service provided to its customers.
Commission and fee income is accounted for as follows:
-Income earned on the execution of a significant act is recognised as revenue when the act is completed.
-Income earned from services provided is recognised as revenue when the services are provided.
- Commission charged to customers on letters of credit and letters of guarantee are credited to income at
the time of effecting the transactions.
- Commission and discount on bills purchased and discounted are recognized at the time of realization.
e) Dividend income
Dividend income is recognised when the right to receive the income is established. Dividend income is
recognized at the time when it is realized. Dividend income on preference shares is recognized on accrual
basis. Dividend incomes are presented under investment income (note # 23.00).
Page | 284
2.04.12 Interest paid and other expenses
In terms of the provisions of IAS 1 "Presentation of Financial Statements” interest and other expenses are
recognized on accrual basis.
a) Interest paid on subordinated bond, borrowing and other deposits (Conventional banking)
Interest paid and other expenses are recognised on accrual basis
b) Profit shared on deposits (Islamic banking)

Profit paid to mudaraba deposits is recognised on accrual basis according to Income Sharing Ratio (ISR).
c) Other operating expenses

All other operating expenses are provided for in the books of the account on accrual basis according to
the IAS 1 “Presentation of Financial Statements”.
d) Dividend payments
Interim dividend is recognized when they are paid to shareholders. Final dividend is recognized when it is
approved by the shareholders in the Annual General Meeting (AGM). The proposed dividend has not been
recognized as a liability in the balance sheet in accordance with the IAS 10 “Events after the Reporting
Period”.
Dividend payable to the shareholders is recognized as a liability and deducted from the shareholders'
equity in the period in which the shareholders' right to receive the payment is established.
2.04.13 Earnings per share (EPS)

The company calculates earnings per share (EPS) in accordance with IAS 33 “Earnings per Share (EPS)” which has
been shown on the face of Profit and Loss Account. The EPS has been calculated by dividing the net profit after
tax by the total number of ordinary shares outstanding at the end of the reporting year. Details are shown in
note # 40.00 to the financial statements.
a) Basic earnings per share

This represents earnings for the year attributable to ordinary shareholders. Net profit after tax has been
considered as fully attributable to the ordinary shareholders. Basic earnings per share is calculated by
dividing net profit after tax by the total weighted average number of ordinary shares outstanding at end
of the reporting year.
b) Weighted average number of ordinary shares

This represents the number of ordinary shares outstanding at the beginning of the year plus the number
of ordinary shares issued during the year. The basis of computation of number of shares is in line with
the provisions of IAS 33 “Earnings per share”. The logic behind this basis is, that the bonus shares are
issued to the existing shareholders without any consideration, and therefore, the number of shares
outstanding is increased without an increase in resources generating new earnings.
c) Diluted earnings per share

No diluted earnings per share are required to be calculated for the period 2021, as there was no element
or scope for dilution during the period under review. However, EPS is restated for the comparative years,
if it requires as per IAS 33 “Earnings per share (EPS)”.
2.04.13 Foreign exchange gain/loss

Exchange income includes all gain and losses from foreign currency day to day transactions, conversions and
revaluation of non-monetary items.
Page | 285
2.04.14 Related party transactions
Parties are considered to be related, if one party has the ability directly or indirectly to control the other party or
exercise significant influence over the other party in making financial and operational decisions. Parties are also
considered to be related, if they are subject to common control or common significant influence. Related party
transaction is a transfer of resources, services or obligations between related parties, regardless of whether a price
is charged as per IAS 24 “Related Party Disclosures”, Bangladesh Bank and Bangladesh Securities & Exchange
Commission (BSEC) guidelines. Details of Related party transactions have been disclosed in (note # 44.00).
2.05 Event after the reporting period

As per IAS -10 “Events after Reporting Period” are those events, favourable and unfavourable, that occur between
the end of the reporting period and the date when the financial statements are authorised for issue. Two types of
events can be identified:
(a) those that provide evidence of conditions that existed at the end of the reporting period (adjusting events
after the reporting period); and
(b) those that are indicative of conditions that arose after the reporting period (no adjusting events after the
reporting period).
The only material event after the balance sheet date is: The Board of Directors recommended cash divided @ 5%
for the financial year 2021, in its 122st Board Meeting held on April 24, 2022.
2.06 Credit rating

Credit Rating Agency of Bangladesh Limited (CRAB) has been rated the Bank based on the audited financial
statements as of December 31, 2020, un-audited financial statements as of March 31, 2021 and other relevant
quantitative as well as qualitative information up to the-date-of rating declaration. They have been rated the Bank
as A1 in the long term and ST-2 for the short term and outlook is stable. The date of rating was June 17, 2021 and
valid till June 30, 2022.
Year Long term rating Short term rating Outlook
2020 (valid upto 30 June 2022) “A1“ “ST 2” Stable
The rating reflects the strengths of the Bank which is backed by a strong team of management, growth in the non-
interest income, deposits and investments, adequate capital coverage with high Tier 1 capital, improved asset
quality and well controlled of liquidity position.
2.07 Directors' Responsibility on Financial Statements

The Board of Directors take the responsibility for preparation and presentation of these financial statements.
2.08 Memorandum items

Memorandum items are maintained to have control over all items of importance and for such transactions where
the Bank has only a business responsibility and no legal commitment. Bills for collection, savings certificates, wage
earners bonds and others fall under the memorandum items. However, Bills for Collection is shown under
contingent liabilities under the head of Off-balance Sheet Exposures as per Bangladesh Bank’s reporting format.
2.09 Information about business and geographical segments

Segmental information is presented in respect of Midland Bank Limited.
a) Business segments
Business segments report consists of products and services whose risks and returns are different from those
of other business segments.
b) Geographical Segments
Geographical segments report consists of products and services within a particular economic environment,
where risks and returns are different from those of other economic environments. Inter-segment transactions
are generally based on inter-branch fund transfer measures as determined by the management. Income,
expenses, assets and liabilities are specifically identified with individual segments.
Page | 286
2.10 Compliance report of International Accounting Standards/ International Financial Reporting Standards (IFRSs)
The financial statements of the company have been prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB) and adopted by The Institute of Chartered Accountants of Bangladesh (ICAB)
vide letter no 1/1/ICAB-2017 dated 14 December 2017. The compliance status of these IFRS is as follows:
Name of the IAS / IFRS IAS Status of compliance

Presentation of Financial Statements IAS-1 Applied with some departure (note 2)
Inventories IAS-2 Not Applicable
Statement of Cash Flows IAS-7 Applied with some departure (note 2)
Accounting Policies, Changes in Accounting Estimates and Errors IAS-8 Applied
Events after the Reporting Period IAS-10 Applied
Construction Contracts IAS-11 Not Applicable
Income Taxes IAS-12 Applied
Property, Plant and Equipment IAS-16 Applied
Lease IAS-17 Applied
Revenue IAS-18 Applied
Employee Benefits IAS-19 Not Applicable
Accounting for Government Grants and Disclosure of Govt Assistance IAS-20 Not Applicable
The Effects of Changes in Foreign Exchange Rates IAS-21 Applied
Borrowing Costs IAS-23 Applied
Related Party Disclosures IAS-24 Applied
Accounting and Reporting by Retirement Benefit Plans IAS-26 Not Applicable
Separate Financial Statements IAS-27 Applied
Investments in Associates and Joint Venture IAS-28 Not Applicable
Financial Reporting for hyperinflationary economics IAS-29 Not Applicable
Interests in Joint Ventures IAS-31 Not Applicable
Financial Instruments: Presentation IAS-32 Applied with some departure (note 2)
Earnings per Share IAS-33 Applied
Interim Financial Reporting IAS-34 Applied
Impairment of Assets IAS-36 Applied
Provisions, Contingent Liabilities and Contingent Assets IAS-37 Applied with some departure (note 2)
Intangible Assets IAS-38 Applied
Financial Reporting: Recognition and measurement IAS-39 Applied with some departure (note 2)
Investment property IAS-40 Not Applicable
Agriculture IAS-41 Not Applicable
International Financial Reporting Standards (IFRS):
First-time Adoption of Bangladesh Financial Reporting Standards IFRS 1 N/A
Share-based Payment IFRS 2 N/A
Business Combinations IFRS 3 N/A
Insurance Contracts IFRS 4 N/A
Non-current Assets Held for Sale and Discontinued Operations IFRS 5 N/A
Exploration for and Evaluation of Mineral Resources IFRS 6 N/A
Financial Instruments: Disclosures IFRS 7 Applied with some departure (note 2)
Operating Segments IFRS 8 Applied with some departure (note 2)
Financial Instruments IFRS 9 Applied with some departure (note 2)
Consolidated Financial Statements IFRS 10 N/A
Joint Arrangements IFRS 11 N/A
Disclosure of Interest in Other Entities IFRS 12 N/A
Fair Value Measurement IFRS 13 Applied with some departure (note 2)
Regulatory Deferral Accounts IFRS 14 N/A
Revenue from contractors with customers IFRS 15 Applied
Leases IFRS 16 Applied
Page | 287
Standards issued but not yet effective
The Institute of Chartered Accountants of Bangladesh (ICAB) has adopted following new standards and amendments
to standards time to time. All previously adopted reporting standards are consistently applied by the Bank as explained
in Note # 2.10.
The Bank has consistently applied the accounting policies as set out in note # 2 to all periods presented in these financial
statements. The various amendments to standards, including any consequential amendments to other standards, with
the date of initial application of 1 January 2021 have been considered. However, these amendments have no material
impact on the financial statements of the Bank.
In December 2017, ICAB has decided to adopt IFRS replacing IAS effective for annual periods beginning on or after 1
January 2018. However, since currently issued IFRS have been adopted from IAS without any major modification, such
changes would not have any material impact on financial statements.
A number of standards and amendments to standards are effective for annual periods beginning after 1 January 2018
and earlier application is permitted. However, the Bank has not early applied the following new standard in preparing
these financial statements.
IFRS 17 - Insurance Contracts

IFRS 17 was issued in May 2017 and applies to annual reporting periods beginning on or after 1 January 2021. IFRS 17
establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within
the scope of the standard. The objective of IFRS 17 is to ensure that an entity provides relevant information that
faithfully represents those contracts. The Bank has not yet assessed in potential impact of IFRS 17 on its financial
statements.
2.11 Materiality and aggregation

Each material class of similar items has been presented separately in the financial statements. Items of dissimilar nature
also have been presented separately unless they are immaterial in accordance with IAS-1 “Presentation of Financial
Statements”.
2.12 General
a) Comparative information
Comparative information in respect of the previous year has been presented from the financial statements
audited by current year auditors for the period ended on December 31, 2021. Figures of previous year have been
rearranged whenever necessary to confirm the current year/period presentation.
b) Disclosures of expenditures
Expenses, irrespective of capital or revenue nature, accrued/due, but not paid have been provided for in the books
of the Bank.
c) Approval of Financial Statements

These financial statements have been prepared by the management, audited by the external and regulatory
auditors and thereafter approved by the board of directors of the Bank in its 122nd Board meeting held on April
24, 2022.
Page | 288
Midland Bank Ltd
Notes to the Financial Statements
2021 2020
BDT BDT
3.00 Cash
In Hand (Including foreign currency) (note 3.01) 558,386,508 546,005,616
Balance with Bangladesh Bank and its Agent Bank (note 3.02) 2,111,506,738 1,971,384,304
2,669,893,246 2,517,389,920
3.01 In Hand (Including foreign currency)
Local Currency 547,609,723 532,186,293
Foreign Currency 10,776,785 13,819,323
558,386,508 546,005,616
3.02 Balance with Bangladesh Bank and its Agent Bank
With Bangladesh Bank
Local Currency 2,010,612,544 1,868,456,722
Foreign Currency 100,620,325 97,780,294
With Sonali Bank (as agent of Bangladesh Bank-Local Currency) 273,870 5,147,288
2,111,506,738 1,971,384,304
3.03 Cash Reserve Requirement (CRR ) and Statutory Liquidity Ratio (SLR )
Cash Reserve Requirement and Statutory Liquidity Ratio have been calculated and maintained in accordance with section
25 & 33 of The Bank Companies Act, 1991 and Circular No.# 01, 02 & 01 dated December 10, 2013 , June 23, 2014 &
April 03,2018 respectively of Monetary Policy Department (MPD) of Bangladesh Bank.
The Cash Reserve Requirement on the Bank's Time and Demand Liabilities at the rate of 4% has been calculated and
maintained with the Bangladesh Bank in Current Account and 13% Statutory Liquidity Ratio for conventional banking,
5.50% for Islami Banking Wing, excluding CRR, on the same liabilities has also been maintained in the form of Treasury
Bills, Bonds, Foreign Currency with Bangladesh Bank. Both the reserves maintained by the Bank are in excess of the
Statutory requirement.
As per Bangladesh Bank MPD Circular No. 03, dated 09 April 2020, Bank has to maintain CRR @ 4 % on forthnightly
cumulative average basis and minimum CRR @3.5% on daily basis.
Conventional Banking:
a) Cash Reserve Requirement (CRR)
Required Reserve 1,651,523,716 1,535,397,614
Maintained Reserve 1,867,157,913 1,697,715,608
Surplus/(Deficit) 215,634,197 162,317,994
b) Statutory Liquidity Ratio (SLR)
Required Reserve 5,372,299,440 4,990,042,250
Maintained Reserve 12,941,656,597 14,219,423,914
Surplus/(Deficit) 7,569,357,157 9,229,381,664
Total Required Reserve 7,023,823,156 6,525,439,864

Actual Reserve held 14,808,814,510 15,917,139,522
Surplus/(Deficit) 7,784,991,354 9,391,699,658
c) Components of Statutory Liquidity Ratio (SLR)

Cash in Hand 552,258,100 544,548,780
Balance with Bangladesh Bank - -
Balance with Sonali Bank 9,342,580 13,132,270
Excess Reserve of CRR 215,634,197 162,317,994
Government Securities 12,164,421,720 13,499,424,870
12,941,656,597 14,219,423,914
Islami Banking Wing
a) Cash Reserve Requirement (CRR)
Required Reserve 70,050,867 26,273,589
Page | 289
Maintained Reserve 136,388,437 194,547,228
Surplus/(Deficit) 66,337,570 168,273,639
b) Statutory Liquidity Ratio (SLR)

Required Reserve 96,319,940 36,126,190
Maintained Reserve 269,115,980 222,930,479
Surplus/(Deficit) 172,796,040 186,804,289
c) Components of Statutory Liquidity Ratio (SLR)
Cash in Hand 6,128,410 1,456,840
Balance with Bangladesh Bank - -
Balance with Sonali Bank - -
Excess Reserve of CRR 66,337,570 168,273,639
Government Securities - 40,000,000
Other Eligible Securities 196,650,000 13,200,000
269,115,980 222,930,479
4.00 Balance with other Banks and Financial Institutions

In Bangladesh 2,402,636,780 2,343,368,499
2,629,438,985 2,738,102,616
Transaction
4.01 In Bangladesh
Currency
Current Account
Standard Bank Ltd. BDT 10,835 11,755
Sonali Bank Ltd. BDT 18,822,555 36,522,523
Janata Bank Ltd. BDT 930,900 4,603,250
Agrani Bank Ltd. BDT 11,094,500 15,550,014
Rupali Bank Ltd. BDT 1,623,918 9,603,408
Trust Bank Ltd. BDT 3,374,539 2,025,643
Dutch Bangla Bank Ltd BDT 16,266,378 -
The Premier Bank Ltd. BDT 6,192,349 4,266,020
58,315,974 72,582,613
Special Notice Deposit

Mercantile Bank Ltd. BDT 19,994,697 64,065,908
Prime Bank Ltd. BDT 639,313 624,181
AB Bank Ltd. BDT 42,898,205 110,000,000
Eastern Bank Ltd. BDT 3,106,240 3,095,797
66,638,455 177,785,886
Fixed Deposits Receipt (FDR)

FAS Finance & Investment Ltd. BDT 175,000,000 175,000,000
First Finance Ltd. BDT 133,000,000 134,000,000
National Bank of Pakistan BDT - 300,000,000
Bangladesh Finance Ltd. BDT 89,000,000
Janata Bank Ltd. BDT 200,000,000 -
Agrani Bank Limited BDT 100,000,000 -
Community Bank Ltd BDT - 200,000,000
Trust Bank Ltd. BDT 127,207,350
Premier Leasing & Finance Ltd. BDT 565,475,000 271,000,000
Phoenix Finance & Investments Ltd. BDT 171,500,000 175,000,000
Bangladesh Finance & Investment
115,000,000
Company Ltd. BDT
International Leasing & Financial Services
331,500,000 331,500,000
Ltd. BDT
Page | 290
Fareast Finance & Investment Limited BDT 290,000,000 290,000,000
Prime Finance & Investment Ltd. BDT 5,000,000 6,000,000
CVC Finance Ltd BDT 90,000,000 95,500,000
Sub total 2,277,682,350 2,093,000,000
2,402,636,779 2,343,368,499
Transaction
4.02 Outside Bangladesh (NOSTRO Accounts)
Currency
in current account
AB Bank, Mumbai Branch US$ 230,580 6,375,055
United Bank of India US$ 34,054,760 42,424,800
Axix Bank Limited US$ 75,155,593 32,835,918
National Bank of Pakistan, Tokyo Japan JPY 29,246 40,763
Mashreq Bank Psc, NY US$ 90,804,027 309,716,355
Mashreq Bank Psc, NY OBU US$ 5,673,280 -
Kookmin Bank, South Korea GBP 641,466 307,228
Habib American Bank, NY US$ 11,357,869 32,394,237
NIB Bank, Pakistan US$ 32,861 1,993,064
Aktif Yatirim Bank US$ 84,084 3,085,681
Aktif Yatirim Bank EURO 259,320 1,084,942
Aktif Yatirim Bank GBP 93,551 334,112
Banca UBAE Italy EURO 7,869,438 6,929,356
Banca UBAE Italy GBP 92,828 654,071
Kookmin Bank, South Korea US$ 423,302 (43,441,466)
226,802,205 394,734,117
Details of NOSTRO accounts are shown in Annexure-A
Maturity grouping of Balance with other Banks and

4.03
Financial Institutions
On Demand 1,625,900,000 2,055,000,000
Less than three months 353,000,000 365,500,000
More than three months but less than one
650,538,985 317,602,616
year
2,629,438,985 2,738,102,616
5.00 Money at Call and Short Notice:

- 295,800,000
- 295,800,000
Page | 291
6.00 Investments
Government(note 6.01) 12,361,071,740 13,552,624,869
Others( note 6.02) 2,618,834,358 1,080,373,840
14,979,906,098 14,632,998,709
i) Investment Classified as per Bangladesh Bank Circular

Held to Maturity (HTM) 8,481,225,176 4,494,348,371
Held for Trading ( HFT) 3,553,343,563 9,044,281,398
Reverse Repo - -
Prize Bond 433,000 795,100
Government Securites Encumbered - -
Government Securites -SUKUK Bond 326,070,000 13,200,000
Other Investments 2,618,834,358 1,080,373,840
14,979,906,098 14,632,998,709
ii) Investment Classified as per Nature
6.01 Government Securities

Treasury Bills ( at present value )
Un-encumbered
28 days - -
91 days - -
182 days - -
364 days - 418,707,154
5 Years - -
Sub-total - 418,707,154
Encumbered
91 days - -
182 days - -
364 days - -
Sub-total - -
Total Treasury Bill - 418,707,154
Treasury Bonds
Un-encumbered
3 Months [Bangladesh Government Islamic Investment Bond
20,225,461 40,000,000
(BGIIB)]
2 Years 557,608,860 2,606,394,406
5 Years 326,070,000 1,852,982,089
10 Years 4,462,711,996 2,730,433,197
15 Years 4,417,794,724 3,369,485,363
20 Years 2,576,227,700 2,533,827,559
Sub-total 12,360,638,740 13,133,122,615
Encumbered
2 Years - -
5 Years - -
10 Years - -
15 Years - -
20 Years - -
Sub-total - -
Total Treasury Bond 12,360,638,740 13,133,122,615
Reverse Repo - -
Prize Bonds ( at face value ) 433,000 795,100
Sub Total 12,361,071,740 13,552,624,869
Page | 292
6.02 Other Investments
Shares in quoted companies(Regular portfolio) 360,061,759 225,160,053
Shares in quoted companies(Special portfolio) 667,726,367 -
Details shown in Annex B
Shares in unquoted companies ( at face value) :
Regent Energy & Power Ltd.(Preference Share) 44,613,788 44,613,787
Union Capital Ltd. (Preference Share) 4,000,000 8,000,000
Envoy Textiles Ltd. (Preference Share) 160,000,000 200,000,000
Confidence Power Bogra Ltd. (Preference Share) 50,000,000 50,000,000
CWT Sadharan Bima Growth Fund (Open End Mutual Fund) 5,000,000 -
Ekush First Unit Fund (Open End Mutual Fund) 27,832,445 -
UCB AML First Mutual Fund (Open End Mutual Fund) 20,000,000 -
VIPB Accelerated Income Unit Fund (Open End Mutual
27,500,000 -
Fund)
338,946,233 302,613,787
Bond, Debenture & Commercial Papers:
AB Bank-Subordinated Bond - 40,000,000
Trust Bank-Subordinated Bond - 50,000,000
UCB- Subordinated Bond 40,000,000 80,000,000
SIBL- Subordinated Bond 80,000,000 120,000,000
Standard Bank -Subordinated Bond 120,000,000 160,000,000
Hashem Foods Ltd-Commercial Paper 102,100,000 102,600,000
North-West Power Generation Company Ltd-
350,000,000
Non-Convertible Coupon Bond
Trust Bank - Perpetual Bond 60,000,000
Jamuna Bank - Perpetual Bond 250,000,000 -
NCC Bank - Perpetual Bond 250,000,000 -
1,252,100,000 552,600,000
Sub Total 2,618,834,359 1,080,373,840
Total 14,979,906,098 14,632,998,709
Assets pledged as security for liabilities as at December 31, 2021 is BDT 920,12,38,834.53 of Treasury Bill and
6.03
Bond against Re-Purchase Agreement. Details are as under:
(a) i. Disclosure regarding outstanding Repo as at 31 December 2021
Agreement
Counter Party Name Reversal Date Amount
Date
1 Janata Bank Ltd. 26-Dec-2021 2-Jan-2022 1,439,604,558
2 City Bank Ltd. 27-Dec-2021 3-Jan-2022 1,524,942,358
3 Janata Bank Ltd. 28-Dec-2021 4-Jan-2022 1,560,134,861
4 Dhaka Bank Ltd. 28-Dec-2021 4-Jan-2022 1,502,519,244
5 Dhaka Bank Ltd. 29-Dec-2021 5-Jan-2022 1,560,420,375
6 City Bank Ltd. 30-Dec-2021 3-Jan-2022 712,756,546
7 Janata Bank Ltd. 30-Dec-2021 6-Jan-2022 900,860,893
Total 9,201,238,835
ii. There is no outstanding Reverse Repo as at 31 December 2021 with the Bank.
(b) Disclosure regarding overall transaction of Repo for the year 2021
Minimum Maximum Daily average
Particulars outstanding outstanding outstanding during
during the year during the year the year
Securities sold under Repo:
i) with Bangladesh Bank - - -
ii) with Other Banks & Financial Institutions 1,382,405,082 10,680,490,099 6,261,126,019
Securities purchased under reverse Repo:
i) with Bangladesh Bank - - -
ii) with Other Banks & Financial Institutions 313,296,699 573,640,940 5,573,204
Page | 293
6.04 Maturity grouping of Investment as follows:
On Demand 151,700,000 160,200,000
Up to one month 433,000 795,100
Less than three months - 998,000,000
More than three months but less than one year 3,332,800,000 45,600,000
More than one year but less than five years 7,178,100,000 8,318,200,000
More than five years 4,316,873,098 5,110,203,609
14,979,906,098 14,632,998,709
7.00 Loans and Advances / Investments

Loans, Cash Credits, Overdrafts, etc. (note-7.01) 42,588,953,284 38,040,954,438
Bills Purchased and Discounted (note-7.02) 3,278,529,125 1,045,718,061
Total Loans and Advances 45,867,482,409 39,086,672,499
7.01 Loans, Cash Credits, Overdrafts, etc. / Investments

In Bangladesh:
Term Loan 17,321,560,820 12,814,086,696
Overdraft 7,261,014,218 7,502,050,111
Time Loan 10,726,731,387 12,018,659,376
Cash Credit 2,064,389,960 1,878,398,914
Trust Receipt 1,690,920,964 1,206,467,431
Consumer Loan 953,860,168 733,544,516
Payment Against Documents(PAD) - 3,729
Agricultural Credit 662,856,308 697,069,715
EDF Loan 1,610,269,715 640,014,283
Packing Credit 129,361,656 121,122,929
Staff Loan 107,437,401 94,156,242
Other Loans and Advances 60,550,686 335,380,496
42,588,953,284 38,040,954,438
Outside Bangladesh - -
42,588,953,284 38,040,954,438
7.02 Bill Purchased and Discounted
Payable in Bangladesh 125,579,769 60,827,574
Payable outside Bangladesh 3,152,949,356 984,890,486
3,278,529,125 1,045,718,061
7.03 Net Loans & Advances /Investments

Gross Loans & Advances/ Investments ( note- 7) 45,867,482,409 39,086,672,499
Less:
Classified Loans & Advances/ Investments (note-7.08) 1,455,053,905 452,789,098
Interest/ Profit Suspense (Note- 13.06) 658,322,977 416,575,455
Provision for Loans & Advances/ Investments-General
643,109,175 589,643,344
Provision (Note -13.01)
Net Loans & Advances /Investments 43,110,996,351 37,627,664,602
7.04 Maturity grouping of Loans and Advances /Investments

On Demand 3,017,600,000 4,575,100,000
Up to one month 6,580,700,000 5,869,500,000
Not more than three months 5,673,800,000 2,242,500,000
More than three months but less than one year 13,743,900,000 15,186,100,000
More than five years 1,473,100,000 3,800,000
45,867,482,409 39,086,672,499
Page | 294
7.05 Maturity grouping of Bills Purchased and Discounted
Within one month 53,300,000 239,200,000
More than one but not more than three months 51,700,000 3,900,000
More than three months but less than six months 3,173,529,125 802,618,061
More than six months - -
3,278,529,125 1,045,718,061
7.06 Concentration of Loans and Advances/ Investments:

a) Loans and Advances/Investments to Institutions in which the
98,403,288 110,304,370
Directors of the Bank have interest
b) Advances to Managing Director & other Senior Executives 107,437,401 94,156,242
c) Advances to Industries
Agriculture 639,895,579 673,909,358
RMG 2,244,984,575 1,584,086,659
Textile 3,989,512,870 2,136,294,461
Ship Building 37,815,286 -
Ship Breaking 624,777,793 643,968,524
Other Manufacturing industry 12,916,189,429 11,106,060,328
SME loans 1,677,075,066 5,924,317,807
Construction 4,278,475,007 1,481,757,859
Power, Gas 784,618,440 1,223,037,469
Transport, Storage and Communication 103,782,528 345,086,224
Trade Service 7,388,304,182 7,372,547,631
Commercial real estate financing 285,146,651 254,032,378
Residential real estate financing 511,718,653 292,225,210
Consumer credit 1,227,488,246 251,953,763
Capital Market 789,081,519 869,403,552
NBFIs 2,722,274,810 2,823,354,047
Others 5,440,501,086 1,900,176,616
45,661,641,720 38,882,211,887
45,867,482,409 39,086,672,499
7.07 Details of Large Loan/Investments

Number of borrowers with outstanding amount of loans exceeding 10% of total capital of the Bank and classification status thereof.
Total capital of the Bank is BDT 813.27 crore as at December 31, 2021 (BDT 798.77 crore in 2020).
Number of Clients 24 24
Outstanding Advances (BDT ) 22,922,288,800 18,642,609,899
Client wise details are given below:
Outstanding (BDT ) Total 2021 Total 2020

Sl Name of the clients Status
Funded Non - Funded (BDT ) (BDT )
1 Adex Group UC 583,421,712 243,999,018 827,420,730 780,867,123
2 Nitol-Niloy Group UC 716,055,430 90,321,970 806,377,400 567,738,815
3 Zon Ron Group UC 705,196,844 284,166,740 989,363,584 656,156,556
4 Rangs Group UC 388,524,910 330,963,667 719,488,577 698,460,231
5 Abul Khair Group UC 211,978,664 22,489,116 234,467,780 709,650,877
6 GPH Group UC 1,207,463,182 546,156,323 1,753,619,506 1,085,537,481
7 Summit Group UC 1,006,722,733 - 1,006,722,733 -
8 Energypac Group UC 778,383,507 1,586,577,681 2,364,961,188 2,362,945,235
9 Alliance Group UC 945,041,396 104,234,551 1,049,275,947 1,062,237,730
10 Anwar Group UC - - - 749,589,641
11 BD Group UC 1,018,793,293 5,967,700 1,024,760,993 955,390,075
12 Confidence Group UC 381,709,797 1,026,297,031 1,408,006,828 773,949,361
13 ACI Group UC 769,578,007 251,792,591 1,021,370,599 490,207,617
14 Unimed Group UC 439,119,419 143,976,607 583,096,026 -
15 MSA Group UC 688,564,834 488,738,331 1,177,303,165 758,354,637
Page | 295
16 EXPO Group UC 134,727,999 1,267,744,797 1,402,472,796 1,582,963,642
17 Saiham Group UC 829,650,860 364,483,367 1,194,134,228 309,528,388
18 Spectra Engineers Ltd. UC 201,016,339 25,335,600 226,351,939 415,630,329
Standard Asiatic Oil
19 - - - 5,132,718
Company Ltd. UC
20 Premier Group UC 476,133,907 - 476,133,907 803,562,461
21 NDE Group UC 854,476,952 379,879,712 1,234,356,664 1,068,553,709
22 City Group UC 1,083,843,795 27,969,798 1,111,813,593 799,181,126
23 Meghna Group UC 1,016,526,101 31,977,448 1,048,503,549 964,628,626
24 Fair Group UC 378,306,407 125,583,561 503,889,968 482,041,789
25 NPoly group UC 269,795,411 488,601,691 758,397,102 299,453,693
26 Florance Group UC - - - 260,848,038
Total 15,085,031,499 7,837,257,301 22,922,288,800 18,642,609,899
7.08 Classification of Loans and Advances/Investments:

Unclassified (UC):
Standard 43,587,009,789 38,493,413,664
Special Mention Account (SMA) 825,418,715 140,469,737
Sub total 44,412,428,504 38,633,883,401
Classified:
Substandard 313,753,791 83,395,881
Doubtful 588,083,684 19,682,248
Bad & Loss 553,216,430 349,710,969
Sub total 1,455,053,905 452,789,098
Total 45,867,482,409 39,086,672,499
7.09 Details of Required Provision for Loans and Advances/Investments
Provision
Particulars Provision Rate
Required Maintained
Unclassifed (UC):
Standard 0.25%,1%, 2% & 5% 635,063,283 635,063,283
Special Mention Account (SMA) 0.25%,1%, 2% & 5% 8,045,892 8,045,892
Sub total 643,109,175 643,109,175
ClassifIed:
Substandard 5% & 20% 23,023,188 23,023,188
Doubtful 5% & 50% 185,465,032 185,465,032
Bad loan 100% 246,204,855 246,204,855
Sub total 454,693,075 454,693,075
Total 1,097,802,250 1,097,802,250
Excess/(short) Provision as at December 31, 2021 -
7.10 Details of Required Provision for Off Balance Sheet Items

Required Provision for Off- Balance
109,846,794 84,899,516
Sheet Exposures
Total Provision
109,846,794 84,899,516
maintained
Excess/(Short) Provision - -
Page | 296
7.11 Suit filed by the Bank
No of Suits file
Artha Rin Adalat 11 12
N. I Act 38 54
Suit Amount
Artha Rin Adalat 617,743,507 598,917,807
N. I
272,646,535 612,383,424
Act
7.12 Geographical location wise loans and advances/Investments

Inside Bangladesh
Urban
Dhaka Division 39,360,069,691 31,792,747,397
Chittagong Division 5,263,818,839 6,138,745,529
Khulna Division 42,385,721 38,625,646
Rajshahi Division 160,492,431 130,410,338
Mymensingh - -
Barisal Division - -
Sylhet Division 18,102,991 10,484,069
44,844,869,674 38,111,012,979
Rural
Dhaka Division 653,449,321 655,680,442
Chittagong Division 120,782,821 102,486,902
Khulna Division 24,287,754 10,849,334
Rajshahi Division 108,494,662 94,006,018
Mymensingh 108,661,187 103,492,645
Rangpur 6,936,988 9,144,178
- -
- -
1,022,612,735 975,659,519
45,867,482,409 39,086,672,499
7.13 Particulars of loans and advances/Investments

Loans & Advances considered good in respect of which the
(i) 18,774,700,000 17,126,515,133
bank is fully secured
(ii) Loans & Advances considered good against which the bank
holds no security other than the debtors’ personal guarantee 27,092,782,409 21,960,157,367
(iii) Loans & Advances considered good and secured by the

personal undertaking of one or more parties in addition to the
- -
personal guarantee of the debtors
Loans adversly classified, provission not maintained

(iv) - -
thereagainst
45,867,482,409 39,086,672,499
(v) Loans & Advances due by directors or officers of the bank or

any of them either separately or jointly with any other persons 205,840,689 204,460,612
Loans & Advances due from companies or firms in which the

(vi) directors of the bank are interested as directors, partners or
- -
managing agents or, in case of private companies, as members
Page | 297
Maximum total amount of advances, including temporary
advances made at any time during the year to directors or
(vii)
managers or officers of the bank or any of them either - -
separately or jointly with any other persons
Maximum total amount of advances, including temporary

advances granted during the year to the companies or firms in
(viii) which the directors of the Bank are interested as directors,
- -
partners or managing agents or, in the case of private
companies, as members
(ix) Due from other banking companies - -
Amount of classified loans on which interest has not been

(x)
charged:
a. i) (Decrease)/Increase in provision, 260,135,504 (91,944,812)

ii) amount of loan written off - -
iii) amount realised against loan previously written off; - -
b. Amount of provision kept against loan classified as ' bad/
246,204,855 190,380,285
loss'
c. Interest creditable to the interest suspense A/c; 658,322,977 416,575,455
(xi) Cumulative amount of loans written-off - -
(xii) Amount of loans written-off during the year - -
The amount of written off loan for which law suit has been
(xiii) - -
filed
Audited Financial Statements are mandatory documents for any company applying for new loan facility from bank.
The bank reviews the Audited Financial Statements while assessing any new credit / Loan facilities to any new
customers. In compliance with BRPD Circular Letter No. 04, dated January 04, 2021, the bank obtained audited
financial statements while approving any new loan facility and wherever required under Financial Reporting
Act’2015. Audited Financial Statements are preserved in the loan files by the bank and during each review latest
7.14 audited financials are also obtained. However, in some special circumstances where latest Audited Financial
Statements is not available and where there is valid reason for delay in submission of latest audited financial, the
bank uses interim Management Accounts for conducting the Internal Credit Risk Rating (ICRR) for the purpose of
renewal of any loan facilities as per guidelines of ICRR of Bangladesh Bank. However, from September’ 2021 the
Bank is verifying the Financial Statements using the Document Verification System (DVS) as per BRPD Circular Letter
35 dated July 06, 2021 and FRC Letter No. 178/FRC/APR/2021/27(28) dated December 08, 2021.
8.00 Fixed Asset including Premises, Furniture & Fixture

Property, Plant & equipment
Computer and Peripherals 218,799,264 208,829,532
Furniture & Fixture 178,677,759 175,833,821
Office Equipment 175,553,464 166,020,099
Motor Vehicles 26,094,193 29,900,856
Books 20,260 20,260
Intangible Assets 62,813,819 57,403,019
Right of Use Assets 656,791,727 559,039,258
Land, Building & Construction - -
Total Cost 1,318,750,486 1,197,046,846
Less: Accumulated Depreciation 685,234,077 537,270,505
Book value at the end of the year 633,516,409 659,776,340
Details are shown in Annex-C
Page | 298
9.00 Other Asset
Classification of Other Asset
A) Income generating Other Asset - -
B) Non-Income generating Other Assset :

Advance Rent (note-9.01) - -
Interest Accrued on Investment but not collected & other income
556,977,297 408,549,732
receivable
Dividend Receivable 17,168,921 10,938,850
Advance Income Tax (note-9.02) 1,454,662,614 1,933,065,435
Suspense Account (note-9.03) 51,117,293 42,745,384
Advance Subscription 929,419 645,622
Prepaid Insurance 3,017,529 2,657,140
Stationery, Stamps, Printing materials in stock etc. 5,577,515 5,913,955
Sundry Assets (note-9.04) 130,686,898 768,271,641
Stamp in Hand 801,356 469,193
Branch Adjustment (note-9.05) - -
Deferred Tax Assets (note-9.06) - 5,909,223
Exchange House 5,150,031 23,482,719
2,226,088,872 3,202,648,893
Total Other Asset (A+B) 2,226,088,872 3,202,648,893
9.01 Advance Rent adjusted due to IFRS 16.
9.02 Advance Income Tax

Opening Balance 1,933,065,435 1,481,972,377
Less: Adjustment made during the year 888,341,842 -
Add: Payment during the year 409,939,021 451,093,058
Closing Balance 1,454,662,614 1,933,065,435
Suspense account represents advance paid for encashment of PSP,BSP & WEDB, advances for opening of new
9.03
branches, procurement of equipments, etc, awating for adjustment.
9.04 Sundry Assets

Security Deposit 1,048,608 17,862,178
Receivable from Bangladesh Bank- Time Loan-WC under stimulus packag 85,672,282 16,192,498
Receivable from Brokerage House 29,709,593 22,423,637
Sundry Debtors 1,805,105 701,226,218
MFS Settlement Account 6,697,758 5,953,746
OBU Adjustment Account - 1,438
Prepaid Interest 2,596,937 2,407,491
Prepaid Furniture Allowance 3,156,615 2,204,435
130,686,898 768,271,641
9.05 Branch Adjustment (net)
No. of Entries Outstanding as
Entries BDT BDT
on 31-12-2021
Debit entries - - -
Credit entries - - -
- - -
Page | 299
9.06 Deferred tax asset/ (Liability)
Opening Balance 5,909,223 39,530,236
Add: Deferred tax Income - -
Less: Deferred tax Expenses 22,886,680 33,621,013
Closing Balance Deferred Tax asset/ (liability) (16,977,457) 5,909,223
9.06.01 Computation of deferred tax

Accounting written down value- Fixed Assets 207,782,299 243,195,874
Less: Tax base written down value- Fixed Assets 311,384,501 287,058,681
Taxable temporary difference (103,602,202) (43,862,808)
Right of Use of Assets 425,734,110 416,580,467
Lease Obligation 394,940,121 378,544,988
Taxable temporary difference (30,793,989) (38,035,479)
Book value - Gratuity provision 108,020,300 108,020,300
Less: Tax base - Gratuity provision 16,067,751 11,348,955
Deductable temporary difference 91,952,549 96,671,345
Net deductable temporary difference (42,443,641) 14,773,058
Effective tax rate 40.00% 40.00%
Deferred Tax Assets/(Liability) (16,977,457) 5,909,223
Deferred Tax (Expenses)/Income

Closing Deferred Tax Assets (16,977,457) 5,909,223
Opening Deferred Tax Assets/(Liability) 5,909,223 39,530,236
Deferred Tax (Expenses)/Income (22,886,680) (33,621,013)
9.07 Classification of Other Asset

Unclassified 2,222,386,417 3,198,946,438
Substanderd - -
Doubtful 3,702,455 3,702,455
Bad/Loss - -
2,226,088,872 3,202,648,893
10.00 Non-Banking Assets

Land at cost (market value of the land at BDT 14.54 million) 12,585,359 12,585,359
12,585,359 12,585,359
The Bank filed on Artha Rin suit bearing # 539/2017, dated 02.03.2017 against one default customer, A/C : Al-
Fahad Air Ticketing & Medical Tourism Limited. The Bank has been awarded the ownership of the mortgage
properties according to the verdict of the honorable court in accordance with section 33(5) of "Artharin Adalat
2003''. Subsequent approval taken from the Board of Directors of the Bank, the full amount of loan of BDT 12.59
million (market value of the property at BDT 14.54 million) transferred to Non-Banking Assets of the Bank, which
will continue to sustain in Bank's Balance Sheet until sale / disposal of the said property acquired by the Bank u/s
33(5) of the Artha Rin Adalat Ain 2003 as mortgagee Bank. As per Bangladesh Bank Guideline, 100% provision has
been maintained against this asset during the year.
11.00 Borrowing From Other Banks, Financial Institutions & Agents

In Bangladesh 5,949,301,979 6,074,714,536
5,949,301,979 6,074,714,536
Page | 300
11.01 In Bangladesh:
Borrowing from Bank/Other Institutions: 1,971,975,000 3,419,585,678
Sonali Bank Ltd. - 300,000,000
Janata Bank Ltd. - 300,000,000
Agrani Bank Ltd - 800,000,000
Rupali Bank Ltd. - 106,000,000
Commercial Bank of Ceylon - 63,982,153
NCC Bank Ltd. 297,340,000
IFIC Bank Ltd. 500,000,000 -
Mutual Trust Bank Ltd. 200,000,000 -
Bank Asia Ltd. 200,000,000 -
United Commercial Bank Ltd. - 508,802,400
Trust Bank Ltd. 128,475,000
Bank Al Falah 85,800,000
BASIC Bank Ltd. 200,000,000 -
Southeast Bank Ltd. 360,360,000 21,200,325
Uttara Bank Ltd. - 1,169,600,800
NRB Bank Ltd. - 150,000,000
Repo of Treasury Bill/Bond

Bangldesh Bank (LS) - -
Refinance from Bangladesh Bank 624,999,329 1,138,735,507

Investment Promotion and Financing Facility (IPFF) 1,902,357,000 917,457,000
Borrowing From Bangladesh Bank (EDF) 1,449,970,650 598,936,352
3,977,326,979 2,655,128,859
Total 5,949,301,979 6,074,714,536
11.02 Security against Borrowing from Other Banks,

Financial Institutions and Agents
Secured - -
Unsecured 5,949,301,979 6,074,714,536
5,949,301,979 6,074,714,536
11.03 Maturity Grouping of Borrowing from other Banks,

Financial Institutions & Agents
On Demand 1,225,000,000 1,648,400,000
Up to one month 352,600,000 1,839,300,000
Not more than three months 604,400,000 447,300,000
More than three months but less than one year 848,200,000 240,200,000
More than five years - -
5,949,301,979 6,074,714,536
12.00 Deposit and Other Accounts
From Banks 7,245,595,162 4,750,600,273
From Customers 43,484,443,764 40,316,970,853
50,730,038,926 45,067,571,125
12.01 Customer Deposit and Other Accounts:

Current Deposit & Other Accounts :
Current Deposit 2,717,850,129 3,041,811,601
Foreign Currency Deposit 3,332,702,223 772,616,457
Sundry Deposit 837,469,914 728,804,870
6,888,022,266 4,543,232,928
Page | 301
Bills Payable :
Payment Order Issued 312,166,430 369,020,053

Savings Deposit 4,440,720,438 3,523,299,987
Fixed Deposit 27,194,882,317 26,639,700,736
Deposit Schemes:
MDB Super Monthly Savings 2,294,985,259 1,868,468,083
MDB Double Benefit 549,509,824 963,621,106
MDB Family Support 1,148,985,356 1,201,949,108
MDB Corporate Support 65,061,557 40,012,907
MDB Shikhsha Sanchay Scheme 14,568,199 8,647,792
MDB Millionaire Savings Scheme 168,571,951 130,995,301
MDB Kotipoti 164,341,377 116,238,050
MDB Platinum Savings Scheme 67,143,308 43,753,842
MDB Traveller's Savings Scheme 5,317,585 8,671,370
MDB Saalam Monthly Scheme 13,434,008 2,758,102
MDB Saalam Hajj Savings Scheme 1,130,093 48,069
Saalam Digital Monthly Savings Scheme 2,109,097 51,313
Saalam Digital Hajj Savings Scheme 470,716 10,364
4,495,628,331 4,385,225,406
Total 50,730,038,926 45,067,571,126
12.02 Maturity grouping of Deposit and Other Accounts:

On Demand 461,300,000 509,900,000
Repayable within one month 6,913,100,000 8,431,400,000
More than one month but within three months 12,645,400,000 9,898,700,000
More than three months but within one year 14,442,000,000 13,241,200,000
More than one year but within five years 15,497,738,926 11,834,871,125
More than five year but within ten years 770,500,000 1,151,500,000
50,730,038,926 45,067,571,125
12.02.01 Maturity grouping of Deposit from bank:

On Demand - -
Repayable within one month - -
More than three months but within one year - -
More than one year but within five years - -
More than five year but within ten years - -
7,245,595,162 4,750,600,273
12.02.02 Maturity grouping of Deposit from customers:

On Demand 461,300,000 509,900,000
Repayable within one month 6,913,100,000 8,431,400,000
More than three months but within one year 14,442,000,000 13,241,200,000
More than one year but within five years 15,497,738,926 11,834,871,125
More than five year but within ten years 770,500,000 1,151,500,000
43,484,443,764 40,316,970,852
Page | 302
12.03 Demand & Time Deposit
a) Demand Deposit 7,599,853,535 5,229,349,980
Current Deposit 2,717,850,129 3,041,811,601
Savings Deposit (9%) 399,664,839 317,096,999
Foreign Currency Deposit (non interest bearing) 3,332,702,223 772,616,457
Sundry Deposit 837,469,914 728,804,870
Bills Payable 312,166,430 369,020,053
b) Time Deposits 43,130,185,391 39,838,221,145

Saving Deposit (91%) 4,041,055,598 3,206,202,988
Fixed Deposit 27,194,882,317 26,639,700,736
Deposit Under Scheme 4,495,628,331 4,385,225,406
Total Demand & Time Deposits 50,730,038,926 45,067,571,125
12.04 Sectorwise Deposit

Government 696,380,593 1,009,511,904
Deposit Money Banks 7,245,595,162 4,750,600,273
Other Public 2,848,585,781 3,596,675,847
Foreign Currency 3,332,702,223 772,616,457
Private 36,606,775,167 34,938,166,644
50,730,038,926 45,067,571,125
13.00 Other Liabilities
Provision for Loans and Advances (Note 13.01) 1,097,802,250 784,200,915
Special General Provision -COVID 19 (Note 13.02) 186,290,081 160,085,000
Provision for Outstanding debit entries in NOSTRO Account - -
Provision for Off Balance Sheet Items (Note 13.03) 109,846,794 84,899,516
Provision for Good Borrower 1,616,000 1,616,000
Provision for Other Assets 5,492,125 3,702,455
Provision for Income Tax (Note 13.04) 1,843,445,673 2,170,136,015
Interest Payable on Borrowing 87,393,725 29,633,271
Audit fee Payable 460,000 357,500
Accrued Expenses 68,425,859 88,244,684
Unearned Income ( for investment & placement) 275,174,109 119,152,139
Corporate Social Responsibility (CSR) Payable 187,352 88,676
Startup Fund 11,703,831 -
Deferred Tax Liability 16,977,457 -
Lease Liability (note-13.05) 394,940,121 378,544,988
Provision for Gratuity - 40,000,000
Interest Suspense (Note 13.06) 658,322,977 416,575,455
Provision for Share, Commercial Paper & Bond 133,713,788 68,106,898
4,935,309,399 4,389,717,716
13.01 Provision for Loans and Advances
For Unclassified
Opening Balance 589,643,344 454,513,292
Add: Provision made during the year 53,465,831 135,130,052
Less: Provision transferred to Classified Loans and Advances - -
Closing Balance 643,109,175 589,643,344
For Classified
Opening Balance 194,557,571 286,502,383
Add: Provision made during the year 260,135,504 (91,944,812)
Less. Adjustment during the year - -
Less: Loan written off during the year - -
Closing Balance 454,693,075 194,557,571
1,097,802,250 784,200,915
Page | 303
13.02 Special General Provision -COVID 19
A. Opening Balance 160,085,000 -
B. Add: Provision made during the year 77,859,888 160,085,000
C. Less: Provision release due to recovery 51,654,807 -
D. Net Provision Charged in Profit & Loss Account [B-C] 26,205,081 160,085,000
E. Closing Balance [ A+D] 186,290,081 160,085,000
13.03 Provision for Off Balance Sheet Items

Opening Balance 84,899,516 54,483,264
Less: Provision transferred to Loans and Advances - -
Closing Balance 109,846,794 84,899,516
13.04 Provision for Income Tax*

Opening Balance 2,170,136,015 1,900,151,372
Less: Adjustment made with advance tax during the year 888,341,842 -
Less: Adjustment of surplus provision 27,608,984 -
1,843,445,673 2,170,136,015
*Income tax provision has been made as per Income Tax Ordinance 1984 and as amended for the time being .
13.05 Lease liability created due to IFRS 16.

13.06 Interest Suspense Account
Opening Balance 416,575,455 111,749,816
Add: Addition during the year 449,841,980 397,068,195
Less: Written off during the year - -
Less: Recovery during the year 208,094,458 92,242,555
Closing Balance 658,322,977 416,575,455
14.00 Shareholders' Equity

Paid up Capital (note 15.02) 5,696,697,530 5,696,697,530
Statutory Reserve (note 16.00) 1,408,602,127 1,183,368,838
Revaluation Reserve on Investment in Securities (note 17.00) 2,446,036 275,655,418
Retained Earnings (note 18.00) 296,515,381 458,249,173
7,404,261,074 7,613,970,959
15.00 Capital
15.01 Authorized Capital:
1,000,000,000 ordinary shares of Tk. 10 each 10,000,000,000 10,000,000,000
15.02 Issued, subscribed and Paid-up Capital:
569,669,753 Ordinary shares of Taka 10 each issued for cash. 5,696,697,530 5,696,697,530
5,696,697,530 5,696,697,530
15.03 The break up of Issued, Subscribed and Paid-up Capital is as follows:

December 31,
2021
No. of shares Value of shares % of holding
BDT
Sponsors/Directors 511,245,649 5,112,456,490 89.74%
Institutions 4,219,776 42,197,760 0.74%
Individuals 54,204,328 542,043,280 9.52%
569,669,753 5,696,697,530 100%
Page | 304
15.04 Capital Adequacy Ratio
In terms of section 13 (2) of the Bank Company Act 1991 and Bangladesh Bank BRPD circular no. 35 dated
December 29, 2010, required capital of the Bank at the close of business on December 31, 2021 was 12.50% of
Risk-Weighted Assets of BDT 51,008,227,608, i.e. BDT 6,376,028,451 or BDT 4,000,000,000, whichever is higher
as against available core capital of BDT 7,379,822,021 and supplementary capital of BDT 752,955,969 making a
total capital of BDT 8,132,777,990 thereby showing a surplus capital of BDT 1,756,749,539. Details are given
below:
2021 2020
BDT BDT
Total risk weighted assets 51,008,227,608 45,800,359,122
Required Capital : 12.50% of total risk weighted asset or BDT 400 cr,
6,376,028,451 5,725,044,890
whichever is higher
Actual capital maintained

Core Capital (Tier-I) :
Paid up Capital 5,696,697,530 5,696,697,530
Statutory Reserve 1,408,602,127 1,183,368,838
Retained Earnings 296,515,381 458,249,173
7,401,815,038 7,338,315,540
Deduction from Tier - I (Core Capital)
Intangible Assets 21,993,018 25,154,316
7,379,822,021 7,313,161,224
Supplementary Capital (Tier-II) :
General Provision including Off Balance Sheet items 752,955,969 674,542,860
Revaluation Reserve on Investment in Securities - -
752,955,969 674,542,860
Total Capital (Tier-I+Tier-II) 8,132,777,990 7,987,704,084
Surplus 1,756,749,539 2,262,659,194
Capital to Risk Weighted Asset Ratio (CRAR) 15.94% 17.44%
15.04.01 Capital Requirement 2021 2020

Required
Particulars Held Held
Tier-I 8.50% 14.47% 15.97%
Tier-II 4.00% 1.48% 1.47%
Total 12.50% 15.94% 17.44%
16.00 Statutory Reserve

Opening Balance 1,183,368,838 991,374,929
Add: Transferred during the year (20% of pre-tax profit ) 225,233,289 191,993,909
Closing Balance 1,408,602,127 1,183,368,838
17.00 Revaluation Reserve on Investment in Securities

Opening Balance 275,655,418 2,107,910
Add: Addition during the year 493,520,061 765,010,048
Less: Adjustment of Revaluation
766,729,444 491,462,540
Reserve
Closing Balance 2,446,036 275,655,418
Page | 305
18.00 Retained Earnings
Opening Balance 458,249,173 348,181,046
Add: Profit made during the year 514,019,283 656,363,888
Less: Transferred to Statutory Reserve (225,233,289) (191,993,909)
Less: Transferred to CSR (11,563,639) (12,500,000)
Less: Transferred to Start Up Fund (11,703,831) -
Less: Dividen paid (427,252,315) (341,801,852)
Closing Balance 296,515,381 458,249,173
18.01 Retained Surplus Brought Forwarded

Opening Balance 458,249,173 348,181,046
Transferred to CSR Fund ( FY 2020) (6,563,639) -
Transferred to Start Up Fund ( FY 2020) (6,563,639) -
Less: Dividend paid (427,252,315) (341,801,852)
17,869,580 6,379,194
19.00 Contingent Liabilities
19.01 Acceptance and endorsements
Foreign 101,085,290 72,003,159
Local 2,821,370,131 1,920,769,907
EPZ 20,635,625 16,613,157
2,943,091,046 2,009,386,223
19.02 Letter of Guarantee
Foreign 35,405,501 30,280,734
Local 5,096,115,339 4,022,377,136
5,131,520,840 4,052,657,870
19.02.01 Letter of Guarantee
Money for which the bank is contingently liable in respect of
guarantees given favoring :
Directors - -
Government - -
Bank and other Financial Institutions - -
Others 5,131,520,840 4,052,657,870
5,131,520,840 4,052,657,870
19.03 Irrevocable Letter of Credit
Letter of Credit (Sight) 243,864,154 62,676,204
Letter of Credit (Back to Back/Deferred) 1,262,678,730 1,386,978,983
Letter of Credit (Cash & Others) 1,403,524,599 978,252,339
2,910,067,483 2,427,907,526
19.04 Bills for Collection
Foreign Bill Collection 442,008,320 281,917,433
Local/Inland Bill Collection 873,335,211 477,571,141
1,315,343,531 759,488,574
12,300,022,900 9,249,440,193
20.00 Income Statement
Income:
Interest, Discount and Similar Income 4,554,493,650 4,707,716,010
Dividend income 36,379,273 17,717,581
Fee, Commission and Brokerage 98,590,240 63,523,314
Gain less losses arising from dealing securities - -
Gain less losses arising from investment securities - -
Gain less losses arising from dealing in Foreign Currencies 125,595,551 213,058,407
Income from non Banking Asset - -
Other Operating Income 83,721,530 66,310,351
Profit less losses on Interest Rate Changes - -
4,898,780,245 5,068,325,663
Page | 306
Expenses
Interest, Fee and Commission 2,262,656,653 2,748,193,544
Losses on Loans and advances - -
Administrative expenses 533,619,057 608,409,039
Other operating expenses 367,611,315 269,767,741
Depreciation on Banking Assets 163,991,161 224,124,385
3,327,878,185 3,850,494,709
Operating profit 1,570,902,060 1,217,830,953
21.00 Interest Income / Profit on Investment
Loans and Advances (note-21.01) 3,137,045,832 2,974,392,271
Money at Call and Short Notice 16,135,659 17,551,977
Balance with Other Banks and Financial Institutions (note-21.02) 79,353,043 166,757,746
Bangladesh Bank Foreign Currency Clearing Account 227,340 1,476,922
3,232,761,875 3,160,178,915
21.01 Interest on Loans and Advances / Profit on Investment

Term Loan 1,058,472,906 1,043,132,453
Overdraft 620,324,801 665,176,446
Time Loan 958,867,227 821,818,148
Cash Credit 153,186,801 145,610,726
Trust Receipt 117,379,470 122,811,523
Consumer Loan 67,531,436 73,492,961
Payment Against Documents(PAD) 113,111 262,908
Agricultural Credit 6,617,373 16,690,340
EDF Loan 9,401,612 8,915,406
Packing Credit 9,045,393 8,334,992
Staff Loan 4,600,532 5,562,156
Other Loans and Advances 23,376,809 38,539,217
Bill Purchased and Discounted 108,128,361 24,660,996
3,137,045,832 2,975,008,271
Less: Expenses for Good Borrower - 616,000
3,137,045,832 2,974,392,271
Interest on Balance with other Bank and Financial

21.02
Institution
Interest on Balance with other Bank in Bangladesh 79,353,043 160,252,344
Interest on Balance held with outside Bangladesh - 6,505,402
79,353,043 166,757,746
22.00 Interest Paid on Deposit & Borrowing, etc.
Interest/Profit on Deposit and Other Accounts (note-22.01 ) 1,934,719,249 2,288,623,023
Interest on Borrowing from other Banks and Financial Institutions
311,955,378 443,757,583
(note-22.02 )
Interest Paid for Lease Obligation 15,982,025 15,812,938
2,262,656,653 2,748,193,544
22.01 Interest/ Profit on Deposits and Other Accounts

Current Deposit 158,735,640 97,439,526
Special Notice Deposit 230,828,524 168,263,808
Savings Deposits 96,568,429 83,583,850
Fixed Deposits 1,117,771,302 1,572,249,482
Deposit Scheme 330,815,354 367,086,358
1,934,719,249 2,288,623,023
Page | 307
Interest on Borrowing from other Banks and Financial
22.02
Institutions
Call Deposits 30,920,747 69,946,150
Local Bank Account 68,163,404 138,311,069
Repurchase agreement (REPO) 94,456,217 196,201,022
Refinance 118,390,519 31,312,603
Bangladesh Bank 24,490 7,986,740
311,955,378 443,757,583
23.00 Income From Investments

Interest on Treasury Bill, Bond, Reverse Repo 1,271,363,083 839,888,860
Amortisation of Securities (77,602,663) (70,952,077)
Interest on Commercial Paper/Bond 43,578,685 70,943,288
Gain/(Loss) on Investment in shares of quoted companies 193,062,162 11,063,745
Gain on Govt. Security Trading (108,669,491) 696,593,279
Dividend on Investment in Shares 36,379,273 17,717,581
1,358,111,049 1,565,254,675
23.01 Gain on Govt. Security Trading

Gain on Govt. Security Trading 1,315,254,941 926,553,739
Loss on Govt. Security Trading (1,423,924,432) (229,960,460)
(108,669,491) 696,593,279
24.00 Commission, Exchange and Brokerage

Commission (note-24.01 ) 98,590,240 63,523,314
Exchange(note-24.02 ) 125,595,551 213,058,407
Brokerage - -
224,185,791 276,581,721
24.01 Commission
Letter of Guarantee 36,034,700 27,246,517
Letter of Credit 25,228,429 17,952,762
Acceptance of Bills 21,366,445 11,368,667
Export Bills 3,106,954 1,733,640
PO, DD & TT 688,538 527,350
OBC/IBC 246,167 338,184
Underwriting Comm. on Treasury Bill/Bond 9,362,195 3,260,530
POS/Easy Pay Commission 2,556,811 1,095,664
98,590,240 63,523,314
24.02 Exchange
Exchange Gain 175,629,405 323,307,080
Less: Exchange Loss 50,033,854 110,248,674
125,595,551 213,058,407
Page | 308
25.00 Other Operating Income
VISA Charge 16,484,945 13,273,672
Service and other Charges 32,222,686 24,853,113
SWIFT Charge Recoveries 1,375,951 333,502
Charges against cards 5,352,896 4,440,267
Locker Rent 378,500 294,000
Miscellaneous Earnings 21,075,039 18,783,467
LC Charges 6,831,512 4,332,330
83,721,530 66,310,351
26.00 Salary & Allowances

Basic Salary 208,816,645 205,388,338
Allowances 254,735,164 256,415,986
Bonus 33,103,437 74,341,336
Gratuity - 44,000,000
Provident Fund 18,578,811 11,985,854
515,234,057 592,131,514
26.01 Managing Director's Remuneration

Basic 11,100,000 10,200,000
Allowances 3,325,000 3,357,525
Festival Bonus 1,850,000 1,700,000
Incentive Bonus 1,000,000 -
Providend Fund 1,110,000 1,020,000
18,385,000 16,277,525
27.00 Rent, Tax, Insurance, Electricity, etc.

Rent - -
Rates & taxes 21,871,710 21,634,718
Insurance 30,905,780 28,042,669
Power, electricity etc 26,492,156 25,644,172
79,269,645 75,321,559
28.00 Legal Expense

Legal Expense 1,809,189 640,283
1,809,189 640,283
29.00 Postage, Stamps & Telephone, etc

Postage,Stamp & Courier Service 1,209,602 1,727,850
Fax & internet - -
On-line and connectivity charges 12,191,179 13,482,717
Telephone 2,528,315 2,513,060
15,929,096 17,723,626
30.00 Printing, Stationery, Advertisement etc.

Printing & Stationery 21,077,196 27,484,429
Computer Stationery 5,983,326 3,717,244
Publicity & Advertisement 8,470,272 2,543,467
35,530,794 33,745,139
31.00 Directors' Fees

Meeting fee 3,152,800 1,177,600
3,152,800 1,177,600
The Board of Directors is entitled to BDT 8,000/-(excluding VAT) as Board Meeting fee for attending each Board
Meeting as per BRPD Circular Letter # 11 dated October 04, 2015.
Page | 309
32.00 Audit Fee
Audit Fee 460,000 356,500
460,000 356,500
33.00 Depreciation on & Repairs to Bank's property

Depreciation :
a) Tangible Assets 66,820,237 74,481,298
Computer and Peripherals 29,572,066 31,140,309
Furniture & Fixture 18,088,551 17,380,810
Office Equipment 16,846,561 23,837,071
Motor Vehicles 2,313,058 2,122,683
Books - 426
b) Intangible Assets 8,572,098 7,184,296
c) Leased Assets 88,598,826 142,458,791
Total Depreciation (a+b) 163,991,161 224,124,385

Repairs on Bank's property 82,674,894 18,382,612
246,666,055 242,506,997
34.00 Other Expenditure

Security & Auxiliary Service 53,445,661 54,757,180
Office Cleaning & Maintenance 47,808 54,665
Car Expense 4,150,792 3,086,747
Entertainment 10,765,899 7,625,629
Travelling 1,500,027 1,494,420
Conveyance 3,903,861 13,498,160
Newspaper & Magazines 1,089,845 1,211,880
Q-Cash, ATM Cards, VISA Cards 23,966,669 11,939,024
Medical Expenses 1,149,847 762,677
Training Expenses 1,906,072 (102,537)
Bank Charges 6,697,776 5,686,749
IPO Issue Expenses 1,852,778 -
Business Development Expense 3,386,396 3,494,371
Subscription & Donation 1,606,444 1,936,205
Miscellaneous Expense 33,315,022 16,975,252
148,784,896 122,420,421
35.00 Provision Against Loans and Advances

Provision for Unclassified Loans and Advances 53,465,831 135,130,052
Special General Provision -COVID 19 26,205,081 160,085,000
Provision for Classified Loans & Advances 260,135,504 (91,944,812)
Provision for Off Balance Sheet Items 24,947,278 30,416,252
Provision for diminution in Investments 65,606,890 23,376,130
Provision for Other Assets 1,789,670 798,788
Total amount of provision made during the year 444,735,613 257,861,410
36.00 Provision for Tax

Current tax 589,260,484 269,984,643
Deferred tax* (note 9.06) 22,886,680 33,621,013
Total 612,147,164 303,605,656
* Deferred tax has been calculated as per "IAS:12 Income Taxes" and it is the timing differences arising between
the carrying value of gratuity liability & fixed assets.
Page | 310
37.00 Statutory Reserve
Transferred during the year 225,233,289 191,993,909
Add: Adjustment of previous year - -
225,233,289 191,993,909
38.00 Provision for CSR

Corporate Social Responsibility (CSR) activities 5,000,000 12,500,000
5,000,000 12,500,000
39.00 Net Asset Value Per Share (NAV)

Net Asset Value 7,404,261,074 7,613,970,959
Number of ordinary shares outstanding 569,669,753 569,669,753
Net Asset Value Per Share (NAV) 13.00 13.37
40.00 Earning Per Share (EPS):*

Number of Ordinary Shares outstanding 569,669,753 569,669,753
Earning Per Share (EPS) 0.90 1.15
*Earnings per share has been calculated in accordance with IAS-33: Earnings Per Share (EPS).
41.00 Net Operating Cash Flow Per Share

Net Operating Cash Flow 1,434,138,923 61,726,738
Number of ordinary shares outstanding 569,669,753 569,669,753
Net Operating Cash Flow Per Share 2.52 0.11
42.00 Received from Other Operational Income

VISA Charge 16,484,945 13,273,672
Service and other Charges 32,222,686 24,853,113
SWIFT Charge Recoveries 1,375,951 333,502
Charges against cards 5,352,896 4,440,267
Locker Rent 378,500 294,000
Miscellaneous Earnings 21,075,039 18,783,467
LC Charges 6,831,512 4,032,830
83,721,530 66,010,851
43.00 Payment for Other Operational Expenses

Rent, Tax, Insurance, Electricity 79,269,645 75,321,559
Legal Expense 1,809,189 640,283
Postage, Stamps, Telegram & Telephone 15,929,096 17,723,626
Audit fee 460,000 356,500
Printing, Stationery, Advertisement 35,530,794 33,745,139
Directors' Fee 3,152,800 1,177,600
Repair & Maintenance 82,674,894 18,382,612
Other Expenditure 148,784,896 122,420,421
367,611,315 269,767,741
Page | 311
44.00 Related Party transaction Disclosures of the Bank
i) Name of the Directors together with a list of entities in wich they have interest Annexure- D
Significant contracts where Bank is a party and wherein Directors have interest during
ii)
the year 2021:
Nature of
Name of the party Relationship Amount
transaction
Nil
Share issued to Directors and Executives without consideration or

iii)
exercisable at a discount Nil
iv) Related Party Transaction:
Amount
Nature of
Transaction
Loan
A.K.M Badiul Alam Director Credit Card 500,000 26,764
Md. Wahid Miah Director Credit Card 500,000 384,981
Abdul Momin Mondol Director Credit Card 500,000 73,405
Mrs.Nilufer Zafarullah Chairman Credit Card 500,000 421,242
Anushka Mehreen Zafar Director Credit Card 500,000 231,501
Kazi Omar Zafar Director Credit Card 500,000 241,991
Ahsan Khan Chowdhury Director Credit Card 500,000 50,054
Mohammed Jamal Ullah Director Credit Card 500,000 69,132
Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 264,029
Abdullah Ahmed Yousuf Sponsor Shareholder Credit Card 500,000 179
Kazi Raihan Zafar Director Credit Card 500,000 393,359
Family member of
Tazkia Labeeba Karim Credit Card 500,000 184,627
Director
Sub-Total 2,341,266
Lending policies to related parties: Lending to related parties is affected as per requirement of section 27(1)
v)
of the Bank company Act 1991.
Loans and advances to concern related to directors:
Nature of Outstanding
Transaction Loan Amount
Mrs. Lutfa
CVC Finance Ltd. Begum, Term Loan 150,000,000 96,062,021
Director
Sub-Total 96,062,021
Total 98,403,288
vii) Business other than banking business with any related concern of the Directors as per section 18(2) of the
Bank Company Act 1991:
Page | 312
Lease agreement made with the Director
Nature of
Name Name of Party Amount
Transaction
Mrs. Nilufer Zafarullah, Director
Office Rent Hong Kong Shanghi Tower 27,945,041
Mrs. Lutfa Begum, Director Office Rent Helal Tower 1,498,128
ATM Booth Hazrat Amanat Shah Spinning
Mrs. Lutfa Begum, Director Free of Cost
Rent Mills Ltd.
Mr. A. K.M Badiul Alam, Director ATM Booth
KASBA Tower Free of Cost
Rent
Mr. A. K.M Badiul Alam, Director ATM Booth
MAA Tower Free of Cost
Rent
Collection
Mr. Rezaul Karim, Director Southeast University Free of Cost
Booth
Goods procured from the concern related with the Director

Name Procurement Type Company Name Amount
Mr. Ahsan Khan Chowdhury,
Air Cooler Machine ,
Director RFL Electronics Ltd. 824,728
CCTV System
Islami Commercial Insurance
Mr. Rezaul Karim, Director Insurance 45,313
Co. Ltd.
viii) Investment in securities of Directors and their related concern Nil
2021 2020
45.00 Number of employees and support staffs
Employee
Regular employee 486 454
Contractual employee 225 196
711 650
Support staff
Security 311 315
Messenger and cleaning staff 155 140
466 455
1,177 1,105
46.00 Others
The expenses, irrespective of capital or revenue nature, accrued or due but not paid have been provided for
46.01
in the books of the Bank.
Figures relating to the previous year included in this report have been rearranged, wherever considered
necessary, to make them comparable with those of the current year without, however, creating any impact
46.02
on the operating result and value of assets and liabilities as reported in the financial statements for the current
year.
These notes form an integral part of the annexed financial statements and accordingly are to be read in
46.03
conjunction therewith.
for and on behalf of Board of Directors of Midland Bank Limited

Sd/- Sd/- Sd/- Sd/-
Page | 313
Annexure- A
Balance with other Banks- Out Side Bangladesh (NOSTRO Account)
Currency wise position and Exchange rate applied for conversion of Balance with other Banks in Foreign Currency into Local currency as on
31 December 2021
2021 2020
Account Foreign Foreign
SL Name of the Bank Currency Exchange Exchange
Type Currency BDT Currency BDT
Rate Rate
Amount Amount
AB Bank, Mumbai
1 CD US$ 2,687 85.80 230,580 75,177 84.80 6,375,055
Branch
United Bank of
2 CD US$ 396,909 85.80 34,054,760 500,290 84.80 42,424,800
India
3 Axix Bank Limited CD US$ 875,939 85.80 75,155,593 387,214 84.80 32,835,918
National Bank of
4 Pakistan, Tokyo CD JPY 39,178 0.75 29,246 49,778 0.82 40,763
Japan
Mashreq Bank Psc,
5 CD US$ 1,058,322 85.80 90,804,027 3,652,298 84.80 309,716,355
NY
Mashreq Bank Psc,
6 CD US$ 66,122 85.80 5,673,280 - 84.80 -
NY OBU
Kookmin Bank,
7 CD GBP 5,544 115.71 641,466 2,684 114.48 307,228
South Korea
Habib American
8 CD US$ 132,376 85.80 11,357,869 382,006 84.80 32,394,237
Bank, NY
9 NIB Bank, Pakistan CD US$ 383 85.80 32,861 23,503 84.80 1,993,064
10 Aktif Yatirim Bank CD US$ 980 85.80 84,084 36,388 84.80 3,085,681
11 Aktif Yatirim Bank CD EURO 2,663 97.37 259,320 10,447 103.86 1,084,942
12 Aktif Yatirim Bank CD GBP 809 115.71 93,551 2,919 114.48 334,112
13 Banca UBAE Italy CD EURO 80,823 97.37 7,869,438 66,721 103.86 6,929,356
14 Banca UBAE Italy CD GBP 802 115.71 92,828 5,713 114.48 654,071
Kookmin Bank,
15 CD US$ 4,934 85.80 423,302 (512,279) 84.80 (43,441,466)
South Korea
226,802,205 394,734,117
Page | 314
Annexure- B (Regular)
Investment in Quoted Share & Mutual Fund of the Bank
As at December 31, 2021
Face Quoted rate

Total Market Value
Value per Share as on
SL Name of the Company No. of Shares Cost Holding Average Cost of Share as at
Per December 31,
December 31, 2021
Share 2021
Quoted:
1 BATBC 10 8,000 4,380,472 547.56 635.60 5,084,800
2 BERGERPBL 10 1,500 2,727,930 1,818.62 1,765.90 2,648,850
3 BBSCABLES 10 44,467 3,699,705 83.20 55.90 2,485,705
4 BRACBANK 10 490,000 24,902,384 50.82 55.30 27,097,000
5 BSCCL 10 495,900 86,172,692 173.77 210.10 104,188,590
6 CONFIDCEM 10 88,450 13,210,367 149.35 121.90 10,782,055
7 EBL 10 90,000 3,276,470 36.41 38.50 3,465,000
8 GP 10 114,197 45,087,667 394.82 349.50 39,911,852
9 GPHISPAT 10 1,942,463 105,513,291 54.32 53.00 102,950,539
10 IFADAUTOS 10 235,972 13,594,182 57.61 47.30 11,161,476
11 MARICO 10 2,000 4,365,393 2,182.70 2,301.00 4,602,000
12 RENATA 10 5,000 5,962,073 1,192.41 1,312.00 6,560,000
13 SEBL1STMF 10 70,000 882,097 12.60 13.10 917,000
14 SUMITPOWER 10 20,000 808,000 40.40 38.90 778,000
15 SQURPHARMA 10 196,000 45,479,037 232.04 214.30 42,002,800
Total 360,061,759 364,635,666
Cost of the Securities 360,061,759

Market Value of the Securities 364,635,666
Diminution Value in Investment -
Page | 315
Annexure- B (Special Fund)
Investment in Quoted Share & Mutual Fund of the Bank
Quoted Total Market
Average
Face Cost Holding Cost Holding rate per Value of
Name of the No. of Cost
SL Value (Without (With Share as on Share as at
Company Shares (Without
Per Share Commission) Commission) December December 31,
Commission)
31, 2021 2021
1 BERGERPBL 10 6,610 11,741,744 1,776.36 11,768,162 1,765.90 11,672,599

2 BRACBANK 10 3,082,885 146,680,333 47.58 146,925,366 55.30 170,483,541
3 BSRMLTD 10 1,565 124,626 79.63 124,913 103.30 161,665
4 BXPHARMA 10 456,000 89,697,146 196.70 89,876,541 192.70 87,871,200
5 GP 10 113,579 37,387,033 329.17 37,500,924 349.50 39,695,861
6 GPHISPAT 10 1,923,900 101,847,213 52.94 102,076,368 53.00 101,966,700
7 IBNSINA 10 41,500 10,728,541 258.52 10,752,680 271.30 11,258,950
8 IFADAUTOS 10 264,000 17,586,574 66.62 17,626,143 47.30 12,487,200
9 ITC 10 1,485,000 64,548,032 43.47 64,696,614 33.20 49,302,000
10 LINDEBD 10 14,000 22,855,360 1,632.53 22,906,784 1,579.80 22,117,200
11 MARICO 10 15,507 34,295,336 2,211.60 34,372,821 2,301.00 35,681,607
12 NLI1STMF 10 870,893 11,812,606 13.56 11,839,181 13.70 11,931,234
13 RENATA 10 2,494 2,956,301 1,185.37 2,802,946 1,312.00 3,272,128
14 SINGERBD 10 239,341 40,556,815 169.45 40,664,084 169.90 40,664,036
15 SQURPHARMA 10 355,543 74,908,706 210.69 75,105,451 214.30 76,192,865
Total 667,726,367 669,038,977 674,758,784

Investment in Open End Mutual Fund of the Bank
Average Total Market
Cost Holding Cost Holding NAV as on
Name of Mutual Face Cost Value as at
SL No. of units (Without (With December
Fund Value (Without December 31,
Commission) Commission) 31, 2021
Commission) 2021
CWT Sadharan
1 Bima Growth 10 399,042 5,000,000 12.53 5,000,000 14.05 5,606,540
Fund
Ekush First Unit
2 10 2,153,348 27,832,445 12.93 27,832,445 14.73 31,718,816
Fund
UCB AML First
3 10 1,978,239 20,000,000 10.11 20,000,000 11.32 22,393,665
Mutual Fund
VIPB Accelerated
4 Income Unit 10 2,275,224 27,500,000 12.09 27,500,000 13.74 31,261,578
Fund
Total 80,332,445 80,332,445 90,980,599
Page | 316
Annexure-C
Fixed Asset Schedule
As at 31 December 2021
Cost Depreciation Written down

Addition
Asset Category Balance as at Adjustment/ Balance as at Balance as at Charged for Adjustment Balance as at Value as at
during the Rate
01.01.2021 Disposal 31.12.2021 01.01.2021 the year /Disposal 31.12.2021 31.12.2021
year
BDT BDT BDT BDT BDT BDT BDT BDT BDT
Own Assets
Computer & Peripherals 208,829,532 9,969,732 170,210 218,799,264 20% 135,807,101 29,572,066 165,769 165,213,398 53,585,866
Furniture & Fixture 175,833,821 16,639,880 13,795,942 178,677,759 10% 76,931,414 18,088,551 8,242,331 86,777,635 91,900,124
Office Equipment 166,020,099 9,533,365 753,922 175,553,464 20% 125,272,411 16,846,561 752,828 141,366,144 34,187,320
Motor Vehicles 29,900,856 3,060,000 6,866,663 26,094,193 20% 24,532,609 2,313,058 6,866,661 19,979,006 6,115,187
Books 20,260 - - 20,260 20% 19,475 - - 19,475 785
Intangible Assets 57,403,019 5,410,800 - 62,813,819 20% 32,248,703 8,572,098 - 40,820,801 21,993,018
Sub-Total 638,007,588 44,613,777 21,586,737 661,958,759 394,811,714 75,392,335 16,027,589 454,176,460 207,782,299
Leased Assets
Right of Use Assets 559,039,258 97,752,469 - 656,791,727 142,458,791 88,598,826 - 231,057,617 425,734,110
Sub-Total 559,039,258 97,752,469 - 656,791,727 142,458,791 88,598,826 - 231,057,617 425,734,110
Grand Total 1,197,046,846 142,366,245 21,586,737 1,318,750,486 537,270,505 163,991,161 16,027,589 685,234,077 633,516,409
Total 2020 518,169,143 69,619,263 12,256,716 575,531,690 235,402,621 87,549,580 6,205,793 316,746,408 258,785,282
Page | 317
Annexure - D
Name of Companies in which the Directors of the Bank have interest
Sl. Name of the Directors Status with MDB Entities where they have interest Designation
1 Mrs. Nilufer Zafarullah Chairman Hong Kong Shanghai Manjala Textiles Ltd. Director
1.Micro Fibre Limited 1.Managing Director
2.Orient Chem-Tex Limited 2.Managing Director
3.Liberty Knitwear Limited 3.Managing Director
4.Midland Knitwear Limited 4.Managing Director
5.Fortune Chemical (BD) Limited 5.Managing Director
6.A-One Polar Limited 6.Managing Director
2 Md. Shamsuzzaman Vice Chairman 7.Tubingen Chemicals (BD) Limited 7.Managing Director
8.Sungarh Tex Limited 8.Managing Director
9.Micro Trims Limited 9.Managing Director
10.Micro Logistics Limited 10.Managing Director
11.SRZ Knittex Limited 11.Chairman
12. Shahzi Bazar Power Co. Ltd. 12.Sponsor Director
13.Petromax Refinery Ltd. 13. Sponsor Director
1. Mother Steel & Oxygen Limited 1.Chairman
2. Mother Steel Limited 2.Managing Director
3 Master Abul Kashem
3. MAK Corporation 3.Managing Partner
4. Master Steel Re-Rolling Mills 4.Proprietor
4 Dr. Kazi Shahidullah Director Hong Kong Shanghai Manjala Textiles Ltd. Director
1. Kalypso Ltd. 1.Chairman
5 Mr. Kazi Omar Zafar Director 2. Hong Kong Shanghai Manjala Power Ltd. 2.Managing Director
3. Hong Kong Shanghai Manjala Textiles Ltd. 3.Director
1. Silver Dal Mills Ltd. 1.Managing Director
2. Ishfar Oil Mills Ltd. 2.Managing Director
Mr. Mohammed Jamal 3. Shezad Food Products Limited 3.Managing Director
6 Director
Ullah 4. Silverbell Properties Limited 4.Managing Director
5. Bismillah Store 5.Proprietor
6. M/s. Mohammed Jamal Ullah 6.Proprietor
1. Agricultural Marketing Company Limited 1. Chairman
2. Rangpur Foundry Limited 2. Chairman
3. Advance Personal Care Limited 3. Director
4. Kaliganj Agro Processing Limited 4. Director
5. Banga Bakers Limited 5. Director
6. Banga Millers Limited 6. Director
7. Chorka Textile Limited 7. Director
8. Habiganj Agro Limited 8. Director
9. Mymensingh Agro Limited 9. Director
10. Natore Dairy Limited 10.Director
11. PRAN Agro Limited 11.Director
Mr. Ahsan Khan
7 Director 12. PRAN Beverage Limited 12.Director
Chowdhury
13. PRAN Dairy Limited 13.Director
14. PRAN Exports Limited 14.Director
15. PRAN Foods Limited 15.Director
16. Packmat Industries Limited 16.Director
17. Sylvan Agriculture Limited 17.Director
18. Sylvan Technologies Limited 18.Director
19. Sylvan Poultry Limited 19.Director
20. Gonga Foundry Limited 20.Director
21. Get Well Limited 21.Director
22. Allplast Bangladesh Limited 22.Director
23. Banga Building Materials Limited 23.Director
Page | 318
24. Banga Plastic International Limited 24.Director
25. Multi-Line Industries Limited 25.Director
26. RFL Electronics Limited 26.Director
27. Rangpur Metal Industries Limited 27.Director
28. RFL Plastics Limited 28.Director
29. Durable Plastics Limited 29.Director
30. Property Development Limited 30.Director
31. Career Builders Limited 31.Director
32. AKC (Pvt.) Limited 32.Managing Director
1. Al-Haj Karim Textiles Ltd. 1. Managing Director
2. Karim Tex Limited 2. Managing Director
3. Abdul Karim Ltd. 3. Managing Director
4. Jobaida Karim Jute Mills Limited 4. Managing Director
5. Wahid Construction Ltd 5. Managing Director
6. Karim Shipping Lines Limited 6. Managing Director
7. Karim Asphalt & Ready Mix Ltd. 7. Managing Director
8 Mr. Md. Wahid Miah Director 8. Hypoid Composite Knit Ltd. 8. Managing Director
9. Karim Jute Spinners Ltd. 9. Director
10. M/s Wahid Miah 10.Proprietor
11. Karim Trading 11.Proprietor
12. Jobaida Filling Station 12.Proprietor
13. J.K Filling Station 13.Proprietor
14. Karim Filling Station 14.Proprietor
15. Karim Shipping Lines 15.Proprietor
1. Bangla Tel Ltd. 1. Chairman
2. Jibondhara Solutions Ltd. 2. Chairman
3. BD Link Communications Ltd. 3. Chairman
4. Kohinoor Chemical Co. (BD) Ltd. 4. Managing Director
5. Reedisha Knitex Ltd. 5. Managing Director
9 Mr. Rezaul Karim Director 6. Reedisha Textipe Ltd. 6. Managing Director
7. Reedisha Spinning Ltd. 7. Managing Director
8. P.A Knit Composite Ltd. 8. Managing Director
9. Reedisha Printing and Packaging Ltd. 9. Managing Director
10.Reedisha Blended Yarn Ltd. 10.Managing Director
11.Islami Commercial Insurance Co. Ltd. 11.Share Holder
1.Garments Export Village Ltd. 1.Chairman
2.Amranet Ltd. 2.Chairman
3.Bravo Apparel Manufacturer Ltd. 3.Director
10 Mr. A.K.M. Badiul Alam Director
4.Shahjibazar Power Co. Ltd. 4.Director
5.Eden Multicare Hospital Ltd. 5.Director
6.Petromax Refinery Ltd. 6.Director
1.That’s It Sportswear Ltd 1.Executive Director
2.Ha-Meem Travel Limited 2.Shareholder
3.Explore Lingerie Limited 3.Shareholder
4.Fauji Chatkal Limited 4.Shareholder
11 Mr. Md. Kamal Hossain Director
5.M H Sports Wear Limited 5.Shareholder
6.M H Design Limited 6.Shareholder
7.MH Jute Mills Limited 7.Shareholder
8.Modern Cargo Carrier Limited 8.Shareholder
1.Hazrat Amanat Shah Spinning Mills Ltd. 1.Director
2.Amanat Shah Weaving Processing Ltd. 2.Director
12 Mrs. Lutfa Begum Director 3.Hazrat Amanat Shah Securities Ltd. 3.Director
4.Amanat Shah Fabrics Ltd. 4.Director
5.M/s Goldenaize Enterprise 5.Proprietor
Mr. Hafizur Rahman 1.Legato Service Ltd. 1.Managing Director
13 Director
Sarker 2.Beq Knit Ltd. 2.Managing Director
Page | 319
3.Beq Sweaters Ltd. 3.Managing Director
4.Beq Fabrics (Pvt.) Ltd. 4.Managing Director
5.C.K Sweaters Ltd. 5.Managing Director
6.Tammam Design Limited 6.Managing Director
7.Lusaka Fashions Limited 7.Managing Director
8.Tista Dredgers & Constructions Ltd 8.Managing Director
9.Hafizur Rahman Sarker 9.Proprietor
1.Eco Intimates Ltd. 1.Chairman
2.Montex Fabrics Ltd. 2.Managing Director
3.Mark Sweater Ltd. 3.Managing Director
4.Montrims Ltd. 4.Managing Director
5.Mondol Yearn Dyeing Ltd. 5.Managing Director
6.Mondol Fabrics Ltd. 6.Managing Director
7.Cotton Field (BD) Ltd. 7.Managing Director
8.Mondol Securities Ltd. 8.Managing Director
9.Mondol Knitwears Ltd. 9.Managing Director
10. Mondol Apparels Ltd. 10.Managing Director
11. Alim Knit (BD) Ltd. 11.Managing Director
12. Mondol Knit Tex Ltd. 12.Managing Director
13. Cotton Club (BD) Ltd. 13.Managing Director
14. Cotton Clout (BD) Ltd. 14.Managing Director
15. Trims International (BD) Ltd. 15.Managing Director
Mr. Abdul Momin
14 Director 16. Appollo Fashions Ltd. 16.Managing Director
Mondol, M.P.
17. Appollo Packaging (BD) Ltd. 17.Managing Director
18. Appollo Knitwear (BD) Ltd. 18.Managing Director
19. Mondol & Co. Ltd. 19.Managing Director
20. Cotton Clothing (BD) Ltd 20.Managing Director
21. Mondol Intimates Ltd. 21.Managing Director
22. Mondol Fashions Ltd. 22.Managing Director
23. Tropical Knittex Ltd. 23.Managing Director
24. Knitex Dresses Ltd. 24.Managing Director
25. Mondol Spinning Mills Ltd. 25.Managing Director
26. Mondol Knit Composite Ltd. 26.Managing Director
27. Mondol Auto Bricks Limited 27.Managing Director
28. Uttara Poultry Complex Ltd. 28.Managing Director
29. Mbrella Ltd. 29.Managing Director
30. Panama Agro Complex Ltd. 30.Managing Director
31. Haji-Abdul Majid Mondol Foundation 31.Executive Director
1.Popular Pharmaceuticals Ltd. 1.Managing Director
2.Popular Diagnostic Center Ltd. 2.Managing Director
15 Dr. Mostafizur Rahman Director
3.Popular Specialized Hospital Ltd. 3.Managing Director
4.Popular Medical College and Hospital Ltd. 4.Managing Director
16 Mr. Kazi Raihan Zafar Director Hong Kong Shanghai Manjala Textiles Ltd. Director
Ms. Anushka Mehreen
17 Director Hong Kong Shanghai Manjala Textiles Ltd. Director
Zafar
Mr. Mahbubul Hady Fazle Independent
18 RAB Consulting FZE,RAK,UAE Proprietor
Rab Director
Mr. Nazim Uddin Independent
19 - -
Chowdhury Director
Page | 320
Annexure - E
Name of the Directors and their shareholding as at 31 December 2021
No. of
Sl. Name Status with MDB Percentage
shareholding
1 Mrs. Nilufer Zafarullah Chairman 1,27,93,396 2.25%
Liberty Knitwear Ltd. ( Nominee Director of
2 Vice Chairman 2,99,07,662 5.25
Md. Shamsuzzaman)
3 Dr. Kazi Shahidullah Director 14,24,174 0.25%
4 Mr. Kazi Omar Zafar Director 1,27,93,396 2.25%
5 Mr. Kazi Raihan Zafar Director 1,27,93,396 2.25%
6 Ms. Anushka Mehreen Zafar Director 1,27,93,396 2.25%
7 Mr. Master Abul Kashem Director 2,63,73,600 4.63%
8 Mr. Mohammed Jamal Ullah Director 2,28,99,888 4.02%
9 Mr. Ahsan Khan Chowdhury Director 2,84,83,488 5.00%
10 Mr. Md. Wahid Miah Director 2,84,83,488 5.00%
Mr. Rezaul Karim. (Nominee Director of
11 Director 2,84,83,488 5.00%
Reedisha Knitex Ltd.)
Mr. A.K.M. Badiul Alam, (Nominee Director
12 Director 2,84,83,488 5.00%
of Garment Export Village Ltd.)
Mr. Md. Kamal Hossain, (Nominee Director
13 Director 2,84,83,488 5.00%
of That's It Sportswear Ltd.)
Mrs. Lutfa Begum, (Nominee Director of
14 Director 1,30,00,000 2.28%
Hazrat Amanat Shah Spinning Mills Ltd.)
Mr. Md. Hafizur Rahman Sarker, (Nominee
15 Director 27,059,313 4.75%
Director of Beq Knit Ltd.)
Mr. Abdul Momin Mondol, (Nominee
16 Director 2,84,83,488 5.00%
Director of Mondol Fabrics Ltd.)
Dr. Mostafizur Rahman, (Nominee Director
17 Director 2,84,83,488 5.00%
of Popular Pharmaceuticals Ltd.)
18 Mr. Mahbubul Hady Fazle Rab Independent Director - -
19 Mr. Nazim Uddin Chowdhury Independent Director - -
20 Mr. Md. Ahsan-uz Zaman Managing Director & CEO - -
Page | 321
Annexure - F
Midland Bank Ltd
Financial Highlights
SL. No. Items 2021 2020

1 Paid up Capital 5,696,697,530 5,696,697,530
2 Total Capital 8,132,777,990 7,987,704,084
3 Surplus in Capital Fund 1,756,749,539 2,262,659,194
4 Total Asset 69,018,911,378 63,145,974,335
5 Total Deposit 50,730,038,926 45,067,571,125
6 Total Loans and Advances 45,867,482,409 39,086,672,499
7 Total Contingent Liabilities 12,300,022,900 9,249,440,193
8 Lending-Deposit Ratio 83.54% 82.01%
9 Classified Loans as % of Total Loans and Advances 3.17% 1.16%
10 Profit After Provision and Tax 514,019,283 656,363,888
11 Total Classified loans and advances 1,455,053,905 452,789,098
12 Total Provision Maintained against Classified Loans 460,007,176 194,557,571
13 Surplus/(deficit) in Provision against Classified Loans - -
14 Cost of Fund 5.69% 7.77%
15 Earning Asset 61,807,556,740 55,918,635,968
16 Non-Interest Earning Asset 7,211,354,638 7,227,338,368
17 Return on Investments (ROI) 6.85% 8.96%
18 Return on Asset (ROA) 0.78% 1.13%
19 Income from Investment 1,358,111,049 1,565,254,675
20 Earnings per Share (BDT) 0.90 1.15
21 Net Income per Share (BDT) 0.90 1.15
22 Price-Earning Ratio (Times) N/A N/A
Page | 322
Annexure - G
Midland Bank Ltd.
Balance Sheet of Islami Banking Wing
2021 2020
Notes BDT BDT
Property and Asset
Cash 1.00 142,516,843 182,804,063
With Bangladesh Bank and its agent Bank (including Foreign Currency) 136,388,437 181,347,228
Balance with other Banks & Financial Institutions 2.00 42,898,206 110,000,000
In Bangladesh 42,898,206 110,000,000
Money at Call and Short Notice - -

Investments in Shares & Securities 3.00 196,650,000 53,200,000
Government 196,650,000 53,200,000
Others - -
Investments 4.00 2,168,445,091 808,959,373

General Investment 2,168,445,091 808,959,373
Bills Purchased and Discounted - -
Fixed Asset including Premises, Furniture & Fixtures 348,541 -

Other Asset 5.00 191,690,763 955,102
Non-Banking Asset - -
Borrowing from other Banks, Financial Institutions & Agents - -
Deposit and Other Accounts 6.00 2,717,656,076 995,474,647
Current Deposit & Other Accounts 11,131,323 2,887,001
Bills Payable - -
Short Notice Deposit 640,836,506 180,413,251
Savings Deposit 170,005,595 44,701,029
Fixed Deposit 1,878,538,738 764,605,518
Deposit Scheme 17,143,914 2,867,849
Other Liabilities 7.00 24,893,368 160,443,891

Paid up Capital - -
Statutory Reserve - -
Revaluation Reserve on Investment in Securities - -
Retained Earnings - -
Total Shareholders' Equity - -
Contingent Liabilities 8.00
Acceptance and endorsements - -
Irrevocable Letter of Credit - -
Bills for Collection - -
Total Off Balance Sheet Items including Contingent Liabilities 857,000,000 848,000,000
Page | 323
Annexure - G-1
Midland Bank Ltd.
Profit and Loss Account of Islami Banking Wing
Note 2021 2020

Particulars BDT BDT
Profit on Investment 9.00 97,583,719 17,388,343

Less: Profit Paid on Deposit and Borrowing, etc. 10.00 71,523,018 19,291,777
Net Interest Income 26,060,701 (1,903,434)
Income from Investment 11.00 1,165,716 5,102

Commission, Exchange and Brokerage 12.00 3,428,175 3,392,000
Other Operating Income 163,630 54,392
4,757,521 3,451,495
Total Operating Income 30,818,223 1,548,060
Less: Operating Expenditure

Salary and Allowances 13.00 1,299,988 1,080,903
Rent, Tax, Insurance, Electricity 3,627 -
Legal Expense - -
Postage, Stamps and Telephone 8,074 5,020
Printing, Stationery, Advertisement 14.00 160,279 51,903
Managing Director's Remuneration - -
Directors' Fee 92,000 73,555
Audit Fee - -
Depreciation on and Repair to Bank's Property 36,959 17,810
Other Expenditure 96,880 34,416
Total Operating Expenses 1,697,806 1,263,607
Profit Before Provision & Tax 29,120,417 284,453
Page | 324
Annexure - G-2
Midland Bank Ltd.
Notes to the Financial Statements of Islami Banking Wing
2021 2020
BDT BDT
1.00 Cash
In Hand (Including foreign currency) (note 3.01) 6,128,406 1,456,835
Balance with Bangladesh Bank and its Agent Bank (note 3.02) 136,388,437 181,347,228
142,516,843 182,804,063
1.01 In Hand (Including foreign currency)

Local Currency 6,128,406 1,456,835
Foreign Currency - -
6,128,406 1,456,835
1.02 Balance with Bangladesh Bank and its Agent Bank

With Bangladesh Bank
Local Currency 136,388,437 181,347,228
Foreign Currency - -
With Sonali Bank (as agent of Bangladesh Bank-Local Currency) - -
136,388,437 181,347,228
2.00 Balance with other Banks and Financial Institutions

In Bangladesh 42,898,206 110,000,000
42,898,206 110,000,000
3.00 Investments
Government (note 3.01) 196,650,000 53,200,000
Others - -
196,650,000 53,200,000
3.01 Investment Classified as per Bangladesh Bank Circular

Held to Maturity (HTM) 40,000,000
Held for Trading ( HFT) - -
Reverse Repo - -
Prize Bond - -
Government Securites Encumbered - -
Government Securites -SUKUK Bond 196,650,000 13,200,000
Other Investments - -
196,650,000 53,200,000
4.00 Investments
Bai-Murabaha 671,692,248 797,611,250
Bai-Muajjal 10,341,899 1,022,240
Hire Purchase Shirkatul Melk 1,480,848,444 10,325,883
Qardh Against Local Bill 5,562,500
Bills Purchased and Discounted - -
2,168,445,091 808,959,373
Page | 325
5.00 Other Asset
Classification of Other Asset
Profit receivable on Investment 5,102 5,102
Advance Tax 394,084 -
Inter Bank General Account Balance (note 7.01) 191,261,577 -
Profit receivable on Deposit with Other Bank 30,000 950,000
Total Other Asset 191,690,763 955,102
6.00 Deposit and Other Accounts

From Banks 600,191,250 450,000,000
From Customers (note 6.01) 2,117,464,826 545,474,647
2,717,656,076 995,474,647
6.01 Customer Deposit and Other Accounts:

Current Deposit & Other Accounts :
Current Deposit 7,207,567 1,363,891
Sundry Deposit 3,923,756 1,523,109
11,131,323 2,887,001
Bills Payable - -
Short Notice Deposit 640,836,506 180,413,251
Savings Deposit 170,005,595 44,701,029
Fixed Deposit 1,878,538,738 764,605,518
Deposit Schemes:
MDB Saalam Monthly Scheme 13,434,008 2,758,102
MDB Saalam Hajj Savings Scheme 1,130,093 48,069
MDB Digital Monthly Savings Scheme 2,109,097 51,313
MDB Digital Hajj Savings Scheme 470,716 10,365
17,143,914 2,867,849
Total 2,717,656,076 995,474,647

Unearned Income 24,893,368 31,289,678
Inter Bank General Account Balance (note 7.01) - 129,154,213
24,893,368 160,443,891
7.01 Inter Bank General Account Balance (net)

Credit entries 376,365,829 345,502,330
Debit entries 567,627,405 216,348,117
(191,261,577) 129,154,213
8.00 Contingent Liabilities
Acceptance and endorsements - -
Irrevocable Letter of Credit - -
Bills for Collection - -
857,000,000 848,000,000
8.01 Letter of Guarantee

Foreign - -
Local 857,000,000 848,000,000
857,000,000 848,000,000
Page | 326
9.00 Profit on Investment
General Investment (note 9.01) 95,237,769 16,438,343
Balance with Other Banks and Financial Institutions 2,345,951 950,000
97,583,719 17,388,343
9.01 Profit on Investment
Income on Saalam Murabaha Local Purchase 28,614,172 16,262,202
Income on Saalam Hire Purchase Shirkat-Ul-Melk 64,796,328 -
Income on Saalam Consumer Finance 355,301
Income on Saalam Home Finance 969,248 159,931
Income on Saalam SME Bai Muajjal 502,719 16,210
95,237,769 16,438,343
10.00 Profit paid on Deposits and Other Accounts

Current Deposit 17,162 26
Special Notice Deposit 16,983,052 7,394,806
Savings Deposits 1,776,377 449,469
Fixed Deposits 52,143,793 11,383,883
Deposit Scheme 602,634 63,593
71,523,018 19,291,777
11.00 Income From Investments

Profit on Investment in T.Bond, SUKUK Bond 1,165,716 5,102
1,165,716 5,102
12.00 Commission, Exchange and Brokerage

Commission 3,428,100 3,392,000
Exchange 75 -
Brokerage - -
3,428,175 3,392,000
13.00 Salary & Allowances

Basic Salary 542,213 451,161
Allowances 622,221 501,742
Bonus 135,553 128,000
1,299,988 1,080,903
14.00 Printing, Stationery, Advertisement etc.

Printing & Stationery 160,279 51,903
Computer Stationery - -
Publicity & Advertisement - -
- -
160,279 51,903
Page | 327
Annexure - H
Midland Bank Ltd.
Balance Sheet of Off-Shore Banking Unit
2021 2020
Notes USD BDT USD BDT
Property and Asset
Cash - - - -
In Hand (Including Foreign Currency) - - - -
With Bangladesh Bank and its agent Bank
- - - -
(including Foreign Currency)
Balance with other Banks & Financial

1.00 71,056 6,096,582 (512,279) (43,441,466)
Institutions
In Bangladesh - - - -
Outside Bangladesh 71,056 6,096,582 (512,279) (43,441,466)
Money at Call and Short Notice - - - -
Investments - - - -
Government - - - -
Others - - - -
Loans and Advances 2.00 36,746,096 3,152,815,027 11,614,220 984,890,486

Loans, Cash Credit, Overdrafts, etc. - - - -
Bills Purchased and Discounted 36,746,096 3,152,815,027 11,614,220 984,890,486
Fixed Asset including Premises, Furniture &
- - - -
Fixtures
Other Asset - - - -
Non-Banking Asset - - - -
Total Property and Asset 36,817,152 3,158,911,610 11,101,941 941,449,021
Borrowing from other Banks, Financial
3.00 36,300,000 3,114,540,000 11,000,000 932,804,400
Deposit and Other Accounts 171 14,713 1,425 120,852
Other Liabilities 4.00 516,980 44,356,897 100,516 8,523,769
Total Liabilities 36,817,152 3,158,911,610 11,101,941 941,449,021

Paid up Capital - - - -
Statutory Reserve - - - -
Revaluation Reserve on Investment in
- - - -
Securities
Retained Earnings - - - -
Total Shareholders' Equity - - - -
Total Liabilities and Shareholders' Equity 36,817,152 3,158,911,610 11,101,941 941,449,021
Contingent Liabilities
Acceptance and endorsements - - - -
Letter of Guarantee
Irrevocable Letter of Credit - - - -
Bills for Collection - - - -
Other Contingent Liabilities - - - -
Other Commitments - - - -
Total Off Balance Sheet Items including
- - - -
Page | 328
Annexure - H-1
Midland Bank Ltd.
Profit and Loss Account of Off-Shore Banking Unit
Notes 2021 2020

Particulars USD BDT USD BDT
Interest Income 5.00 991,747 85,091,874 90,103 7,640,789

Less: Interest Paid on Deposit and Borrowing, etc. 6.00 657,937 56,451,023 76,769 6,510,021
Net Interest Income 333,809 28,640,851 13,334 1,130,768
Income from Investment - - - -

Commission, Exchange and Brokerage - - - -
Other Operating Income 17,184 1,474,364 19,243 1,631,838
17,184 1,474,364 19,243 1,631,838
Total Operating Income 350,993 30,115,215 32,578 2,762,606

Salary and Allowances - - - -
Rent, Tax, Insurance, Electricity - - - -
Other Expenditure 45 3,861 130 11,024
Total Operating Expenses 45 3,861 130 11,024
Profit Before Provision & Tax 350,948 30,111,354 32,448 2,751,582
Page | 329
Annexure- H-2
Midland Bank Ltd.
Notes to the Financial Statements of Off-Shore Banking Unit
2021 2020
USD BDT USD BDT
1.00 Balance with other Banks and Financia Institutions
In Bangladesh - - - -
Outside Bangladesh 71,056 6,096,582 (512,279) (43,441,466)
71,056 6,096,582 (512,279) (43,441,466)
2.00 Loans & Advances

Deemed Export Bill Discounting 6,231,936 534,700,114 714,308 60,573,585
Import Bill Discounting 30,514,160 2,618,114,913 10,899,912 924,316,902
36,746,096 3,152,815,027 11,614,220 984,890,486
Borrowing from other Banks, Financial
3.00
In Bangladesh 36,300,000 3,114,540,000 11,000,000 932,804,400
Outside Bangladesh - - - -
36,300,000 3,114,540,000 11,000,000 932,804,400

Interest Payable 166,032 14,245,543 68,068 5,772,187
Profit Payable 350,948 30,111,354 32,448 2,751,582
516,980 44,356,897 100,516 8,523,769
5.00 Interest Income

Loans and Advances 983,650 84,397,151 81,381 6,901,141
Balance with Other Banks and Financial
8,097 694,723 8,722 739,648
Institutions
991,747 85,091,874 90,103 7,640,789
6.00 Interest Paid on Deposit and Borrowing, etc.

Interest Paid on Borrowing from Foreign Bank - - 55 4,664
Interest Paid on Borrowing from Local Bank 657,937 56,451,023 76,714 6,505,357
657,937 56,451,023 76,769 6,510,021
(b) Information as is required under section 186 of the Companies Act, 1994 relating to holding company;
Not applicable since MDB has no subsidiary.
Page | 330
(c) Selected ratios as specified in Annexure –D:
Auditor's certificate regarding calculation of EPS and other ratios
We have examined the following earnings per share (EPS) and other ratios of Midland Bank Limited (the "Bank") for the years
ended on 31 December 2021,31 December 2020, 31 December 2019, 31 December 2018, 31 December 2017 which have been
prepared by the management of the Bank and provided to us.
The preparation of the EPS and the other ratios is the responsibility of the Bank's management. Our responsibility is to review
them and certify as to whether they have been properly prepared using stated principle on the basis of audited financial statements
for the years ended on 31 December 2021, 31 December 2020, 31 December 2019, 31 December 2018, 31 December 2017.
After due verification, and as per the information contained in the audited financial statements of the Bank, we certify that the
Bank has properly prepared the following EPS and other ratios using stated principles on the basis of financial statements for the
years ended on 31 December 2021, 31 December 2020, 31 December 2019, 31 December 2018 and 31 December 2017. Ratios
pertinent to the prospectus are as specified in rule 4 (1)(d) /Annexure D of the Securities and Exchange Commission (Public Issue)
Rules, 2015.
Period
SL No Particulars
1 Liquidity Coverage Ratio (LCR) 156.22% 147.51% 163.59% 171.70% 249.28%
2 Net Stable Funding Ratio (NSFR) 101.34% 114.81% 109.99% 113.18% 128.05%
3 Net Interest Margin (NIM) 3.75% 2.41% 4.29% 4.44% 3.78%
4 Operating Profit Margin 59.59% 52.49% 54.89% 55.62% 58.87%
5 Net Profit Margin 19.50% 28.29% 24.12% 29.14% 34.06%
6 Efficiency Ratio 40.41% 47.51% 45.11% 44.38% 41.13%
7 Return on Equity 6.85% 8.96% 8.24% 10.54% 12.30%
8 Return on Assets 0.78% 1.13% 1.05% 1.42% 1.65%
9 Equity Multiplier (Times) 8.80 7.92 7.29 7.11 6.87
10 Debt Equity Ratio (Times) 7.80 6.92 6.29 6.11 5.87
11 Burden Ratio 59.76% 3.09% 59.29% 53.22% 16.73%
12 Burden Coverage Ratio 40.24% 96.91% 40.71% 46.78% 83.27%
13 Interest Coverage Ratio 69.43% 44.31% 42.51% 48.74% 58.56%
14 Cost to Income Ratio 40.41% 47.51% 45.11% 44.38% 41.13%
15 Dividend Payout Ratio 55.41% 65.09% 61.32% 64.89% 69.31%
16 Earnings Per Share (BDT) 0.90 1.15 0.98 1.14 1.21
17 Net Asset Value Per Share (BDT) 13.00 13.37 12.36 12.30 12.20
Net Operating Cash Flow Per Share
18 2.52 0.11 0.04 (2.33) 1.20
(BDT)
19 Free Cash Flow Per Share (BDT) -0.43 0.37 (0.16) (2.49) 0.39
20 Tier-I Capital Ratio 14.40% 15.97% 19.70% 18.05% 19.98%
21 Tier-II Capital Ratio 1.47% 1.47% 1.43% 1.28% 1.05%
22 Capital Adequacy Ratio (CRAR) 15.87% 17.44% 21.13% 19.33% 21.03%
23 Leverage Ratio 9.89% 10.85% 12.62% 13.61% 13.02%
24 Credit Deposit Ratio 83.62% 82.01% 81.64% 87.31% 79.72%
25 Loans & Advances to Total Asset Ratio 66.46% 61.90% 60.01% 67.92% 65.07%
26 Ratio of Non-Performing Loan 3.17% 1.16% 2.64% 1.20% 1.68%
27 Cost of Deposits 4.17% 6.14% 7.71% 7.38% 6.33%
Page | 331
28 Yield on Loan & Advances 7.61% 9.04% 12.45% 11.77% 9.98%
29 Cost of Administration 2.22% 2.78% 2.73% 2.90% 2.64%
30 Cost of Fund 5.69% 7.77% 9.03% 8.75% 7.64%
31 Spread (Cost of Deposit) 3.44% 2.90% 4.74% 4.39% 3.65%
32 Spread (Cost of Fund) 1.92% 1.27% 3.42% 3.02% 2.34%
Sd/-
Dated: Dhaka; A. Qasem & Co.
Disclaimer:
This certificate is issued as requested by the management of Midland Bank Limited for the purpose of proposed Initial Public
Offering (IPO) under Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and subsequent amendments
thereon. Financial data disclosed in this certificate is based on the audited financial statements of the Bank. We will not be liable
for any damages or losses arising from any investment decisions made on the basis of this certificate. Without our prior written
consent, this certificate should not be otherwise referred to, in whole or in part, or quoted by expertise or reference in any manner,
or distributed in whole or in part or copied to any third party other than Bangladesh Securities and Exchange Commission.
Page | 332
Ratio Analysis (December 2017 – December 2021)
SL Period
Particulars Formula
No 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
1 Liquidity Coverage Ratio (LCR) [Total Highly Liquid Asset/Total Net Cash Flow]*100 156.22% 147.51% 163.59% 171.70% 249.28%
2 Net Stable Funding Ratio (NSFR) [Available Amount of Stable Funding/Required Amount of Stable Funding]-100 101.34% 114.81% 109.99% 113.18% 128.05%
3 Net Interest Margin (NIM) [Net Interst Income/Interst Earnings Assets]*100 3.75% 2.41% 4.29% 4.44% 3.78%
[Operating Profit/(Net Interst Income+Investmnet Income+Non-Interest
4 Operating Profit Margin 59.59% 52.49% 54.89% 55.62% 58.87%
Income)]*100
[Net Profit After Tax /(Net Interest Income+Investment Income+Non-Interest
5 Net Profit Margin 19.50% 28.29% 24.12% 29.14% 34.06%
Income)]*100
[Non Interest Expense or Operating Expenses/(Interst Income+Investment
6 Efficiency Ratio 40.41% 47.51% 45.11% 44.38% 41.13%
Income+Non-Interest Income)]*100
7 Return on Equity [Net Profit After Tax/Average Total-Shareholders' Equity]*100 6.85% 8.96% 8.24% 10.54% 12.30%
8 Return on Assets [Net Profit After Tax/Average Total-Assets]*100 0.78% 1.13% 1.05% 1.42% 1.65%
9 Equity Multiplier Average -Total Assets/Average-Total Shareholders' Equity 8.80 7.92 7.29 7.11 6.87
10 Debt Equity Ratio Average -Total Liabilities/Average-Total Shareholders' Equity 7.80 6.92 6.29 6.11 5.87
11 Burden Ratio [1-(Non-Interest Income/Operating Expenses)]*100 59.76% 3.09% 59.29% 53.22% 16.73%
12 Burden Coverage Ratio [Non-Interest Income/Operating Expenses)]*100 40.24% 96.91% 40.71% 46.78% 83.27%
13 Interest Coverage Ratio [Operating Profit/Interst Expenses]*100 69.43% 44.31% 42.51% 48.74% 58.56%
14 Cost to Income Ratio [Operating Expenses/Operating Income]*100 40.41% 47.51% 45.11% 44.38% 41.13%
15 Dividend Payout Ratio [Total Dividend Payment/Net Profit After Tax]*100 55.41% 65.09% 61.32% 64.89% 69.31%
16 Earnings Per Share (Taka) [Net Profit After Tax/Number of Share Outstandings] 0.90 1.15 0.98 1.14 1.21
17 Net Asset Value Per Share (Taka) [(Total Asset - Total Liabilities)/Number of Share Outstanding] 13.00 13.37 12.36 12.30 12.20
Net Operating Cash Flow Per Share
18 [Net Cash Flow from Operating Activities/Number of Share Outstandings] 2.52 0.11 0.04 (2.33) 1.20
(Taka)
[(Net cash from Operating Activities+Net cash from Investing Activities)/Number
19 Free Cash Flow Per Share (Taka) -0.43 0.37 (0.16) (2.49) 0.39
Share Outstanding]
20 Tier-I Capiatl Ratio [Core Capital (Tier-I)/Risk Weighted Assets]*100 14.40% 15.97% 19.70% 18.05% 19.98%
21 Tier-II Capital Ratio [Supplementary Capital (Tier-II)/Risk Weighted Assets]*100 1.47% 1.47% 1.43% 1.28% 1.05%
22 Capital Adequecy Ratio (CRAR) [Total Capital/Risk Weighted Assets]*100 15.87% 17.44% 21.13% 19.33% 21.03%
23 Leverage Ratio [Core Capital (Tier-I)/Risk Assets]*100 9.89% 10.85% 12.62% 13.61% 13.02%
24 Credit Deposit Ratio [Loans & Advances/Total Deposit plus inter bank deposit surplus]*100 83.62% 82.01% 81.64% 87.31% 79.72%
25 Loans & Advances to Total Asset Ratio [Loans & Advances/Total Deposit ]*100 66.46% 61.90% 60.01% 67.92% 65.07%
26 Ratio of Non-Performing Loan [Classified Loans & Advances/Total Loans & Advances]*100 3.17% 1.16% 2.64% 1.20% 1.68%
27 Cost of Deposits [Total Interest Expenditure/Average Deposit & Borrowing]*100 4.17% 6.14% 7.71% 7.38% 6.33%
28 Yield on Loan & Advances [Interest Income from Loans & Advances/Average Loans & Advances]*100 7.61% 9.04% 12.45% 11.77% 9.98%
29 Cost of Administration [Operating Expenditure/Average Deposit & Borrowing]*100 2.22% 2.78% 2.73% 2.90% 2.64%
[(Interest Expenditure+Operating Expenditure/Average Deposit,Borrowing
30 Cost of Fund 5.69% 7.77% 9.03% 8.75% 7.64%
,Equity)*100]
[(Interst Income from Loans & Advances/Average Loans & Advances)*100] - [(Interst
31 Spread (Cost of Deposit) 3.44% 2.90% 4.74% 4.39% 3.65%
Expenditure/Average Deposit & Borrowing)*100]
[(Interst Income from Loans & Advances/Average Loans & Advances)*100] - [(Interst
32 Spread (Cost of Fund) 1.92% 1.27% 3.42% 3.02% 2.34%
Expenditure+ Operating Expenses/Average Deposit, Borrowing & Equity)*100]
Page | 333
Industry Average Ratios Compared with Midland Bank Limited

SL No Particulars Industry Industry Industry Industry Industry
MDB MDB MDB MDB MDB
Avg. Avg. Avg. Avg. Avg.
1. Liquidity Coverage Ratio (LCR) 156.22% 250.87% 147.51% 250.25% 163.59% 181.85% 171.70% 179.31% 249.28% 227.77%
2. Net Stable Funding Ratio (NSFR) 101.34% 111.03% 114.81% 113.00% 109.99% 113.53% 115.27% 109.56% 128.05% 112.61%
3. Net Interest Margin (NIM) 3.75% 2.13% 2.41% 2.03% 4.29% 3.44% 4.44% 3.48% 3.78% 3.00%
4. Operating Profit Margin 59.59% 47.41% 52.49% 44.40% 54.89% 49.42% 56.03% 48.08% 58.87% 46.34%
5. Net Profit Margin 19.50% 18.76% 28.29% 17.73% 24.12% 18.15% 29.35% 18.27% 34.06% 20.70%
6. Efficiency Ratio 40.41% 48.31% 47.51% 55.60% 45.11% 50.58% 43.97% 51.92% 41.13% 53.98%
7. Return on Equity 6.85% 12.89% 8.96% 11.44% 8.24% 13.90% 10.54% 14.17% 12.30% 15.18%
8. Return on Assets 0.78% 0.87% 1.13% 0.79% 1.13% 0.93% 1.48% 0.93% 1.79% 1.02%
9. Equity Multiplier 8.80 15.36 7.92 15.35 7.29 15.53 7.11 15.51 6.87 15.00
10. Debt Equity Ratio 7.80 14.36 6.92 14.35 6.29 14.53 6.11 14.51 5.87 14.00
11. Burden Ratio 59.76% 43.79% 3.09% 57.84% 59.29% 52.53% 53.22% 55.58% 16.73% 52.67%
12. Burden Coverage Ratio 40.24% 56.21% 96.91% 42.16% 40.71% 47.47% 46.78% 44.42% 83.27% 47.33%
13. Interest Coverage Ratio 69.43% 62.16% 44.31% 43.09% 42.51% 64.44% 48.74% 58.78% 58.56% 63.00%
14. Cost to Income Ratio 40.41% 60.30% 47.51% 55.60% 45.11% 50.58% 44.38% 51.92% 41.13% 53.82%
15. Dividend Payout Ratio 55.41% 62.57% 69.43% 24.88% 61.32% 15.46% 64.89% 28.15% 69.31% 35.90%
16. Earnings Per Share (Taka) 0.90 3.92 1.15 3.66 0.98 3.91 1.14 5.61 1.21 4.72
17. Net Asset Value Per Share (Taka) 13.00 30.08 13.37 30.90 12.36 29.08 11.39 37.37 11.09 34.45
18. Net Operating Cash Flow Per Share (Taka) 2.52 -2.42 0.11 24.95 0.04 8.99 (2.33) 7.90 1.20 4.74
19. Free Cash Flow Per Share (Taka) -0.43 -7.84 0.37 6.21 (0.16) -0.23 (2.49) 0.64 0.39 4.09
20. Tier-I Capital Ratio 14.40% 10.01% 15.97% 9.56% 19.70% 9.08% 18.05% 8.18% 19.98% 8.18%
21. Tier-II Capital Ratio 1.47% 4.25% 1.47% 4.55% 1.43% 4.37% 1.28% 4.98% 1.05% 4.42%
22. Capital Adequacy Ratio (CRAR) 15.87% 14.26% 17.44% 14.11% 21.13% 13.44% 19.99% 13.16% 21.03% 12.60%
23. Leverage Ratio 9.89% 6.46% 11.17% 5.97% 12.65% 6.00% 13.61% 5.78% 13.02% 5.75%
24. Credit Deposit Ratio 83.62% 90.66% 82.01% 86.45% 81.64% 89.37% 87.31% 91.48% 79.72% 89.40%
25. Loans & Advances to Total Asset Ratio 66.46% 68.01% 61.90% 66.45% 60.01% 70.59% 67.92% 71.76% 65.07% 71.17%
26. Ratio of Non-Performing Loan 3.17% 4.33% 1.16% 3.09% 2.69% 5.01% 1.20% 5.49% 1.68% 4.71%
27. Cost of Deposits 4.17% 2.51% 6.14% 3.30% 7.71% 5.84% 7.38% 5.61% 6.33% 4.85%
28. Yield on Loan & Advances 7.61% 7.25% 9.04% 8.06% 12.45% 9.80% 11.77% 9.59% 9.98% 8.69%
29. Cost of Administration 2.22% 2.63% 2.78% 2.88% 2.73% 3.12% 2.90% 3.21% 2.64% 3.25%
30. Cost of Fund 5.69% 4.59% 7.77% 5.50% 9.03% 7.90% 8.75% 7.80% 7.64% 7.23%
31. Spread (Cost of Deposit) 3.44% 4.91% 2.90% 5.00% 4.74% 4.40% 4.39% 4.39% 3.65% 4.13%
32. Spread (Cost of Fund) 1.92% 7.53% 1.27% 7.88% 3.42% 7.66% 3.02% 7.74% 2.34% 7.47%
Page | 334
Ratio Analysis in Comparison with the Peer Companies:
The ratios of Midland Bank Limited (MDB) have been calculated based on Audited Financial Statements and Industry
average ratios have been calculated on the basis of financial data collected from Annual Report of following seven
publicly traded banks from corresponding accounting years:
Sl. Name of the Company Considered Accounting Years

1. Dutch Bangla Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
2. Jamuna Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
3. Mutual Trust Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
4. ONE Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
5. The Premier Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
6. Trust Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
7. Uttara Bank Limited For the year ended 31 December 2021, 2020, 2019, 2018, 2017
Note:
1. The companies considered as peer of MDB are listed in the Stock Exchanges of Bangladesh, which are Dhaka
Stock Exchange Limited and Chittagong Stock Exchange Limited;
2. The companies listed under the Banking Sector have been considered only to make the comparison more
relevant;
3. Data used here is taken from Dhaka Stock Exchange Limited and last published annual Financial Statements
as available upto June 30, 2022;
4. Negative figures have not been considered to avoid distortion;
5. Companies having annually published data have been considered only.
Page | 335
31-Dec-21
Sl. Financial Ratio Industry
MDB Remark/ Explanation
Avg.
MDB’s liquidity coverage ratio is less than the industry
Liquidity Coverage
1. 250.87% 156.22% average although they maintained more liquid assets
Ratio
than that of regulatory requirement.
Net Stable Funding MDB's Net Stable Funding Ratio is lower than the industry
2. 111.03% 101.34%
Ratio average as they maintained lower stable funding.
MDB's Net Interest Margin Ratio is better than the
3. Net Interest Margin 2.13% 3.75% industry average as they were able to generate better
profitability using the interest earning assets.
MDB's Operating Profit Margin Ratio is better than the
Operating Profit
4. 47.41% 59.59% industry average which shows better efficiency in
Margin
operating cost management.
MDB's Net Profit Margin Ratio is better than the industry
5. Net Profit Margin 18.76% 19.50% which shows that the company generate higher overall
profitability than the industry.
MDB's Efficiency Ratio is less than the industry average
6. Efficiency Ratio 48.31% 40.41% which shows less efficiency in managing non-operating
expenses.
MDB’s Return on Equity Ratio is less than the industry
7. Return on Equity 12.89% 6.85% which shows the company generates less profitability
using the shareholder’s equity.
MDB’s Return on Asset Ratio is lower than the industry
8. Return on Assets 0.87% 0.78% which shows the company generates lower profit using
the assets of the company.
MDB’s Equity Multiplier Ratio is less than the industry
Equity Multiplier
9. 15.36 8.80 which shows the company has less leverage than that of
(times)
the industry.
MDB’s Debt Equity Ratio is less than the industry which
Debt Equity Ratio
10. 14.36 7.80 shows the company has less debt than the industry
(times)
average.
MDB’s Burden Ratio is more than the industry which
11. Burden Ratio 43.79% 59.76% shows the higher degree of operating expense covered by
interest income than the industry.
MDB’s Burden Coverage Ratio is lower than the industry
12. Burden Coverage Ratio 56.21% 40.24% which shows the lower degree of operating expense
covered by non- interest income than the industry.
MDB’s Interest Coverage Ratio is higher than the industry
13. Interest Coverage Ratio 62.16% 69.43% which shows the company has more ability to meet its
financial obligation than the industry.
MDB’s Cost to Income Ratio is less than the industry
14. Cost to Income Ratio 60.30% 40.41% which shows the company manages its cost better than
the industry.
MDB’s Dividend Payout Ratio is lower than the industry
15. Dividend Payout Ratio 62.57% 55.41% which shows lower dividend paying capacity of the
company compared to its peers.
MDB’s Earnings Per Share (Taka) is less than the industry
Earnings Per Share
16. 3.92 0.90 which shows the company make lesser profit for each
(Taka)
number of share.
MDB’s Net Asset Value Per Share (Taka) is less than the
Net Asset Value Per
17. 30.08 13.00 industry which shows company’s net worth per share is
Share (Taka)
lesser than the industry.
MDB’s Net Operating Cash Flow Per Share (Taka) is better
Net Operating Cash
18. -2.42 2.52 than the industry which shows company generates more
Flow Per Share (Taka)
operating cash flow per share than the industry peers.
Page | 336
31-Dec-21
Avg.
MDB’s Free Cash Flow Per Share (Taka) is more than the
Free Cash Flow Per
19. -7.84 -0.43 industry which shows company generates better free
Share (Taka)
cash flow per share than the industry peers.
MDB’s Tier-I Capital Ratio is higher than the industry
20. Tier-I Capital Ratio 10.01% 14.40% which shows company maintains higher core equity
capital against risk weighted asset.
MDB’s Tier-II Capital Ratio is less than the industry which
21. Tier-II Capital Ratio 4.25% 1.47% shows company maintains lesser tier-2 equity capital
against risk weighted asset.
MDB’s Capital Adequacy Ratio (CRAR) is higher than the
Capital Adequacy Ratio
22. 14.26% 15.87% industry which shows company maintains higher capital
(CRAR)
MDB’s Leverage Ratio is higher than the industry which
23. Leverage Ratio 6.46% 9.89% shows company maintains higher capital against its total
asset.
MDB’s Credit Deposit Ratio is less than the industry which
24. Credit Deposit Ratio 90.66% 83.62% shows company maintains lesser credit compared to its
deposit.
MDB’s Loans & Advances to Total Asset Ratio is less than
Loans & Advances to
25. 68.01% 66.46% the industry which shows company maintains lesser
Total Asset Ratio
credit compared to its total asset.
MDB’s Ratio of Non-Performing Loan is less than the
Ratio of Non-
26. 4.33% 3.17% industry which shows company has less bad loans than
Performing Loan
the industry.
MDB’s Cost of Deposits ratio is higher than the industry
27. Cost of Deposits 2.51% 4.17% which shows company on an average pays higher interest
to the depositors.
MDB’s Yield on Loan & Advances is higher than the
Yield on Loan &
28. 7.25% 7.61% industry which shows company on an average generates
Advances
higher interest income from the loans and advances.
MDB’s Cost of Administration is less than the industry
29. Cost of Administration 2.63% 2.22% which shows company’s cost management is better than
the industry.
MDB’s Cost of Fund is higher than the industry which
30. Cost of Fund 4.59% 5.69%
shows company has to pay higher fund management cost.
Spread (Cost of MDB’s Spread (Cost of Deposit) is less than the industry
31. 4.91% 3.44%
Deposit) due to the intervention of the primary regulator.
MDB’s Spread (Cost of Fund) is less than the industry due
32. Spread (Cost of Fund) 7.53% 1.92%
to higher cost of fund.
Page | 337
31-Dec-20
Avg.
Liquidity Coverage
Ratio
MDB's Net Stable Funding Ratio is higher than the
Net Stable Funding
2. 113.00% 114.81% industry average as they maintained higher stable
Ratio
funding.
Operating Profit
Margin
expenses.
7. Return on Equity 11.44% 8.96% which shows the company generates less profitability
MDB’s Return on Asset Ratio is better than the industry
8. Return on Assets 0.79% 1.13% which shows the company generates higher profitability
using the assets of the company.
Equity Multiplier
9. 15.35 7.92 which shows the company has less leverage than that of
(times)
the industry.
MDB’s Debt Equity Ratio is less than the industry which
Debt Equity Ratio
10. 14.35 6.92 shows the company has less debt than the industry
(times)
average.
MDB’s Burden Ratio is less than the industry which shows
11. Burden Ratio 57.84% 3.09% the lower degree of operating expense covered by
MDB’s Burden Coverage Ratio is higher than the industry
12. Burden Coverage Ratio 42.16% 96.91% which shows the higher degree of operating expense
covered by non- interest income than the industry.
MDB’s Interest Coverage Ratio is higher than the industry
13. Interest Coverage Ratio 43.09% 44.31% which shows the company has more ability to meet its
the industry.
MDB’s Dividend Payout Ratio is higher than the industry
15. Dividend Payout Ratio 24.88% 69.43% which shows better dividend paying capacity of the
Earnings Per Share
(Taka)
number of share.
Net Asset Value Per
Share (Taka)
MDB’s Net Operating Cash Flow Per Share (Taka) is less
Net Operating Cash
18. 24.95 0.11 than the industry which shows company generates lesser
Page | 338
31-Dec-20
Avg.
MDB’s Free Cash Flow Per Share (Taka) is less than the
Free Cash Flow Per
19. 6.21 0.37 industry which shows company generates lesser free cash
Share (Taka)
flow per share than the industry peers.
(CRAR)
asset.
deposit.
Loans & Advances to
Total Asset Ratio
Ratio of Non-
Performing Loan
the industry.
to the depositors.
Yield on Loan &
Advances
the industry.
30. Cost of Fund 5.50% 7.77%
31. 5.00% 2.90%
Deposit) due to the intervention of the primary regulator.
Page | 339
31-Dec-19
Avg.
Liquidity Coverage
Ratio
Net Stable Funding MDB's Net Stable Funding Ratio is less than the industry
2. 113.53% 109.99%
Ratio average as they maintained lesser stable funding.
Operating Profit
Margin
expenses.
7. Return on Equity 13.90% 8.24% which shows the company generate less profitability
8. Return on Assets 0.93% 1.13% which shows the company generate higher profitability
Equity Multiplier
9. 15.53 7.29 which shows the company has less leverage than the
(times)
industry.
Debt Equity Ratio MDB’s Debt Equity Ratio is less than the industry which
10. 14.53 6.29
(times) shows the company has less debt than the industry.
MDB’s Burden Ratio is higher than the industry which
11. Burden Ratio 52.53% 59.29% shows the higher degree of operating expense covered by
12. Burden Coverage Ratio 47.47% 40.71% the lesser degree of operating expense covered by non-
MDB’s Interest Coverage Ratio is less than the industry
13. Interest Coverage Ratio 64.44% 42.51% which shows the company has less ability to meet its
the industry.
Earnings Per Share
(Taka)
number of share.
Net Asset Value Per
Share (Taka)
Net Operating Cash
Free Cash Flow Per MDB’s Free Cash Flow Per Share (Taka) is close to the
19. (0.23) (0.16)
Share (Taka) industry peers.
Page | 340
31-Dec-19
Avg.
(CRAR)
asset.
deposit.
Loans & Advances to
Total Asset Ratio
Ratio of Non-
Performing Loan
the industry.
to the depositors.
Yield on Loan &
Advances
the industry.
30. Cost of Fund 7.90% 9.03%
MDB’s Spread (Cost of Deposit) is higher than the industry
Spread (Cost of
31. 4.40% 4.74% which shows though company’s cost of deposit is higher
Deposit)
but spread is greater than the industry.
Page | 341
31-Dec-18
Avg.
1. Liquidity Coverage Ratio 179.31% 171.70% average although they maintained more liquid assets
Net Stable Funding
2. 109.56% 115.27% industry average as they maintained higher stable
Ratio
funding.
4. Operating Profit Margin 48.08% 56.03% industry average which shows better efficiency in
expenses.
9. Equity Multiplier (times) 15.51 7.11 which shows the company has less leverage than the
industry.
10. 14.51 6.11
11. Burden Ratio 55.58% 53.22% the lesser degree of operating expense covered by
12. Burden Coverage Ratio 44.42% 46.78% shows the lesser degree of operating expense covered by
non- interest income than the industry.
the industry.
Earnings Per Share
(Taka)
number of share.
Net Asset Value Per
Share (Taka)
Net Operating Cash
18. 7.90 (2.33) than the industry which shows company generates lesser
Page | 342
31-Dec-18
Avg.
Free Cash Flow Per
19. 0.64 (2.49) industry which shows company generates lower free cash
Share (Taka)
(CRAR)
asset.
deposit.
Loans & Advances to
Total Asset Ratio
Ratio of Non-
Performing Loan
the industry.
to the depositors.
Yield on Loan &
Advances
the industry.
30. Cost of Fund 7.80% 8.75% shows the company has to pay higher fund management
cost.
MDB’s Spread (Cost of Deposit) is in line with the industry
31. Spread (Cost of Deposit) 4.39% 4.39%
average.
MDB’s Spread (Cost of Fund) is less than the industry
average due to higher cost of fund.
Page | 343
31-Dec-17
Avg.
MDB’s liquidity coverage ratio is better than the industry
Liquidity Coverage
1. 227.77% 249.28% average as they maintained higher liquid asset to cover
Ratio
their short term obligations.
2. Net Stable Funding
112.61% 128.05% industry average as they maintained higher stable
Ratio
funding.
Operating Profit
Margin
expenses.
Equity Multiplier
9. 15.00 6.87 which shows the company has less leverage than the
(times)
industry.
10. 14.00 5.87
11. Burden Ratio 52.67% 16.73% the lesser degree of operating expense covered by
12. Burden Coverage Ratio 47.33% 83.27% shows the lesser degree of operating expense covered by
non- interest income than the industry.
the industry.
Earnings Per Share
(Taka)
number of share.
Net Asset Value Per
Share (Taka)
Net Operating Cash
Page | 344
31-Dec-17
Avg.
Free Cash Flow Per
19. 4.09 0.39 industry which shows company generates lesser free cash
Share (Taka)
(CRAR)
asset.
deposit.
Loans & Advances to
Total Asset Ratio
Ratio of Non-
Performing Loan
the industry.
to the depositors.
Yield on Loan &
Advances
the industry.
30. Cost of Fund 7.23% 7.64%
31. 4.13% 3.65%
Deposit) due to higher cost of deposits.
MDB’s Spread (Cost of Fund) is less than the industry
average due to higher cost of fund.
Page | 345
(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the
AUDITOR'S REPORT UNDER SECTION 135(1), PARA 24(1) OF PART II OF SCHEDULE III OF THE COMPANIES ACT, 1994
As required under section 135(1), Para 24(1), Part II of the Third Schedule of the Companies Act 1994, Midland Bank Limited prepared the following statements of its assets and
liabilities and operating results as at and for the year ended 31 Dec 2021 and year ended 31 Dec 2020, 31 December 2019, 31 December 2018, 31 December 2017 and submitted
those to us for our review and for issuance of our confirmation thereon. Accordingly we have reviewed the relevant audited financial statements and hereby confirm that the
following information has been correctly extracted from those audited financial statements:
A) Statement of Asset s and Liabilities of the Bank

2021 2020 2019 2018 2017
Property and Asset BDT BDT BDT BDT BDT
Cash 2,669,893,246 2,517,389,920 2,481,877,574 2,292,735,352 2,389,298,936

In Hand (Including Foreign Currency) 558,386,508 546,005,616 525,345,718 537,125,798 349,765,072
With Bangladesh Bank and its agent Bank (including Foreign Currency) 2,111,506,738 1,971,384,304 1,956,531,856 1,755,609,554 2,039,533,864
Balance with other Banks & Financial Institutions 2,629,438,985 2,738,102,616 3,119,092,376 3,482,296,019 4,958,952,464
In Bangladesh 2,402,636,780 2,343,368,499 2,892,241,255 3,135,976,178 4,626,308,045
Outside Bangladesh 226,802,205 394,734,117 226,851,121 346,319,841 332,644,418
Money at Call and Short Notice - 295,800,000 499,700,000 419,500,000 160,000,000
Investments 14,979,906,098 14,632,998,709 12,709,768,540 6,725,589,819 5,777,444,855

Government 12,361,071,740 13,552,624,869 11,412,579,904 5,474,145,273 4,461,557,055
Others 2,618,834,358 1,080,373,840 1,297,188,637 1,251,444,546 1,315,887,799
Loans and Advances 45,867,482,409 39,086,672,499 31,749,635,389 31,074,667,795 27,295,604,708

Loans, Cash Credit, Overdrafts, etc. 42,588,953,284 38,040,954,438 31,696,015,706 31,006,317,308 27,213,998,989
Bills Purchased and Discounted 3,278,529,125 1,045,718,061 53,619,683 68,350,487 81,605,719
Fixed Asset including Premises, Furniture & Fixtures 633,516,409 659,776,340 258,785,282 282,766,522 199,342,151
Other Asset 2,226,088,872 3,202,648,893 2,079,714,702 1,460,660,249 1,168,088,256
Non-Banking Asset 12,585,359 12,585,359 12,585,359 12,585,359 -
Total Property and Asset 69,018,911,378 63,145,974,335 52,911,159,222 45,750,801,115 41,948,731,369
Page | 346
Borrowing from other Banks, Financial Institutions & Agents 5,949,301,979 6,074,714,536 3,468,730,276 1,539,729,140 312,581,754
Deposit and Other Accounts 50,730,038,926 45,067,571,126 39,500,763,248 35,592,171,735 34,240,234,843
Current Deposit & Other Accounts 6,888,022,266 4,543,232,928 2,784,886,978 3,344,923,396 3,651,631,011
Bills Payable 312,166,430 369,020,053 241,381,613 181,932,507 166,777,070
Short Notice Deposit 7,398,619,144 5,607,092,015 4,769,017,817 4,462,893,385 2,407,269,499
Savings Deposit 4,440,720,438 3,523,299,986 2,659,627,149 2,512,749,839 2,051,850,811
Fixed Deposit 27,194,882,317 26,639,700,736 25,182,444,200 22,331,840,918 23,220,175,452
Deposit Scheme 4,495,628,331 4,385,225,406 3,863,405,491 2,757,831,690 2,742,531,001
Other Liabilities 4,935,309,399 4,389,717,716 2,903,304,284 2,132,257,460 1,543,928,746

Total Liabilities 61,614,650,304 55,532,003,377 45,872,797,808 39,264,158,335 36,096,745,342
Paid up Capital 5,696,697,530 5,696,697,530 5,696,697,530 5,274,720,000 4,795,200,000
Statutory Reserve 1,408,602,127 1,183,368,838 991,374,929 781,105,865 559,840,988
Revaluation Reserve on Investment in Securities 2,446,036 275,655,418 2,107,910 5,297,777 15,956,791
Retained Earnings 296,515,381 458,249,173 348,181,046 425,519,138 480,988,247
Total Shareholders' Equity 7,404,261,074 7,613,970,959 7,038,361,415 6,486,642,780 5,851,986,027
Total Liabilities and Shareholders' Equity 69,018,911,378 63,145,974,335 52,911,159,222 45,750,801,115 41,948,731,369

Acceptance and endorsements 2,943,091,046 2,009,386,223 1,428,780,793 832,047,100 1,539,124,236
Letter of Guarantee 5,131,520,840 4,052,657,870 2,647,810,389 1,896,198,899 1,877,260,025
Irrevocable Letter of Credit 2,910,067,483 2,427,907,526 1,371,735,186 1,492,020,869 1,141,357,031
Bills for Collection 1,315,343,531 759,488,574 530,485,724 663,774,741 509,272,161
Other Contingent Liabilities - - - - -
Other Commitments 12,300,022,900 9,249,440,193 5,978,812,091 4,884,041,609 5,067,013,454
Documentary credits and short term trade related transactions - - - - -
Forward asset purchased and forward deposit placed - - - - -
Undrawn note issuance and revolving underwriting facilities - - - - -
Undrawn formal standby facilities, credit lines and other commitments - - - - -
Liabilities against forward Purchase and Sale - - - - -
Total Off Balance Sheet Items including Contingent Liabilities 12,300,022,900 9,249,440,193 5,978,812,091 4,884,041,609 5,067,013,454
Page | 347
B) The Profit and Loss Account of the Bank 2021 2020 2019 2018 2017
BDT BDT BDT BDT BDT
Interest Income 3,232,761,875 3,160,178,915 4,259,089,822 3,760,222,065 2,816,989,608

Less: Interest Paid on Deposit and Borrowing, etc. 2,262,656,653 2,748,193,544 2,983,899,085 (2,547,464,459) 2,042,076,672
Commission, Exchange and Brokerage 224,185,791 276,581,721 321,054,520 321,077,265 242,541,015
1,666,018,370 1,908,146,747 1,035,690,133 1,019,283,039 1,256,439,674
Salary and Allowances 515,234,057 592,131,514 531,364,377 489,901,467 408,959,405
Rent, Tax, Insurance, Electricity 79,269,645 75,321,559 219,342,497 230,270,138 199,132,346
Legal Expense 1,809,189 640,283 1,060,829 643,091 1,119,598
Postage, Stamps and Telephone 15,929,096 17,723,626 13,057,895 15,956,370 13,105,546
Printing, Stationery, Advertisement 35,530,794 33,745,139 31,672,420 36,096,037 25,851,300
Managing Director's Remuneration 18,385,000 16,277,525 16,560,000 15,750,000 14,076,559
Directors' Fee 3,152,800 1,177,600 1,462,800 1,968,800 2,640,400
Audit Fee 460,000 356,500 356,500 356,500 356,500
Depreciation on and Repair to Bank's Property 246,666,055 242,506,997 105,956,065 77,938,201 78,722,691
Other Expenditure 148,784,896 122,420,421 121,523,703 121,647,474 91,605,424
General Provision 53,465,831 135,130,052 36,131,527 163,059,920 33,564,153
Special General Provision -COVID 19 26,205,081 160,085,000 -
Specific Provision 260,135,504 (91,944,812) 138,311,198 (36,451,221) 112,174,280
Provision for Off Balance Sheet Exposures 24,947,278 30,416,252 12,280,595 (8,467,466) 14,623,894
Provision for diminution in Investments 65,606,890 23,376,130 28,463,457 16,267,311 -
Provision for Non-Banking Asset 12,585,359 - - - -
Provision against Other Asset 1,789,670 798,788 1,991,685 779,638 132,344
Total Provision 444,735,613 257,861,410 217,178,462 135,188,182 160,494,671
Less: Provision for Tax 612,147,164 303,605,656 493,936,818 456,008,617 343,453,795
Current Tax 589,260,484 269,984,643 507,425,213 446,775,333 371,600,975
Page | 348
Deferred Tax 22,886,680 33,621,013 (13,488,395) 9,233,284 (28,147,180)
Retained Surplus Brought Forward 17,869,580 6,379,194 3,541,608 1,468,247 1,211,507
531,888,863 662,743,082 560,950,110 651,784,015 693,045,881
Appropriation:
Transferred to Statutory Reserve 225,233,289 191,993,909 210,269,064 221,264,877 207,057,634
Transferred to CSR Fund 5,000,000 12,500,000 2,500,000 5,000,000 5,000,000
Transferred to Start Up Fund 5,140,192
235,373,481 204,493,909 212,769,064 226,264,877 212,057,634
Retained Surplus, Carried Forward 296,515,381 458,249,173 348,181,046 425,519,138 480,988,247
Earnings Per Share 0.90 1.15 0.98 1.23 1.31
C) Dividend Declared
Cash 5% 7.5% 6% - -
Stock - - - 8% 10%
Dividend in form of stock & cash in Million 284.83 427.25 341.80 421.98 479.52
D) Midland Bank Limited was incorporated in Bangladesh as public Limited Company with the issuance of certificate of incorporation bearing Reg No-C-108070/13, 20 March
2013 by the Registar of Joint Stock Companies & Firms.
E) The Bank started its commercial operation in 20 June 2013.
F) No Proceeds or part of the proceeds of the issue of shares would be applied directly by the company in the purchase of any business.
G) Figures related to previous years have been re-arranged wherever considered necessary.
It may be noted here that the statutory audit for the years ended on 31 December 2018 and 31 December 2017 had been conducted by Hoda Vasi Chowdhury & Co., Chartered
Accountants.
Sd/-
Disclaimer:
This certificate is issued as requested by the management of Midland Bank Limited for the purpose of proposed Initial Public Offering (IPO) under Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 and subsequent amendments thereon. Financial data disclosed in this certificate is based on the audited financial statements
of the Bank. We will not be liable for any damages or losses arising from any investment decisions made on the basis of this certificate. Without our prior written consent, this
certificate should not be otherwise referred to, in whole or in part, or quoted by expertise or reference in any manner, or distributed in whole or in part or copied to any third
party other than Bangladesh Securities and Exchange Commission.
Page | 349
(e) Financial spread sheet analysis of the latest audited financial statements
A. Statement of Financial Position

31-Dec-21 31-Dec-20
Particulars % of Total % of Total
Amount in BDT Amount in BDT
Assets Assets
Property and Asset:
Cash 2,669,893,247 3.87% 2,517,389,920 3.99%
In Hand (Including Foreign Currency) 558,386,508 0.81% 546,005,616 0.86%
With Bangladesh Bank and its Agent Bank (including Foreign Currency) 2,111,506,739 3.06% 1,971,384,304 3.12%
Balance with other Banks & Financial Institutions 2,629,438,985 3.81% 2,738,102,616 4.34%
In Bangladesh 2,402,636,780 3.48% 2,343,368,499 3.71%
Outside Bangladesh 226,802,205 0.33% 394,734,117 0.63%
Money at Call and Short Notice - 0.00% 295,800,000 0.47%
Investments: 14,979,906,098 21.70% 14,632,998,709 23.17%
Government 12,361,071,740 17.91% 13,552,624,869 21.46%
Others 2,618,834,358 3.79% 1,080,373,840 1.71%
Loans and Advances 45,867,482,409 66.46% 39,086,672,499 61.90%
Loans, Cash Credit, Overdrafts, etc. 42,588,953,284 61.71% 38,040,954,438 60.24%
Bills Purchased and Discounted 3,278,529,125 4.75% 1,045,718,061 1.66%
Fixed Asset including Premises, Furniture & Fixtures 633,516,409 0.92% 659,776,340 1.04%
Other Asset 2,226,088,872 3.23% 3,202,648,893 5.07%
Non-Banking Asset 12,585,359 0.02% 12,585,359 0.02%
Total Property and Asset 69,018,911,378 100.00% 63,145,974,335 100.00%
Liabilities and Capital :
Borrowing from other Banks, Financial Institutions & Agents 5,949,301,979 8.62% 6,074,714,536 9.62%
Deposit and Other Accounts 50,730,038,926 73.50% 45,067,571,125 71.37%
Current Deposit & Other Accounts 6,888,022,266 9.98% 4,543,232,928 7.19%
Bills Payable 312,166,430 0.45% 369,020,053 0.58%
Short Notice Deposit 7,398,619,144 10.72% 5,607,092,015 8.88%
Savings Deposit 4,440,720,438 6.43% 3,523,299,986 5.58%
Fixed Deposit 27,194,882,317 39.40% 26,639,700,736 42.19%
Deposit Scheme 4,495,628,331 6.51% 4,385,225,406 6.94%
Other Liabilities 4,935,309,399 7.15% 4,389,717,716 6.95%
Total Liabilities 61,614,650,304 89.27% 55,532,003,377 87.94%
Capital/Shareholders' Equity:
Paid up Capital 5,696,697,530 8.25% 5,696,697,530 9.02%
Statutory Reserve 1,408,602,127 2.04% 1,183,368,838 1.87%
Revaluation Reserve on Investment in Securities 2,446,036 0.00% 275,655,418 0.44%
Retained Earnings 296,515,381 0.43% 458,249,173 0.73%
Total Shareholders' Equity 7,404,261,074 10.73% 7,613,970,958 12.06%
Total Liabilities and Shareholders' Equity 69,018,911,378 100.00% 63,145,974,335 100.00%
Page | 350
B. Statement of Profit or Loss and Other Comprehensive Income
2021 2020
Particulars
% of Total % of Total
Amount in BDT Amount in BDT
Operating Income Operating Income
Interest Income 3,232,761,875 122.63% 3,160,178,915 136.21%
Less: Interest Paid on Deposit and Borrowing,
2,262,656,653 85.83% 2,748,193,544 118.45%
etc.
Net Interest Income 970,105,222 36.80% 411,985,371 17.76%
Income from Investment 1,358,111,049 51.52% 1,565,254,675 67.46%
Commission, Exchange and Brokerage 224,185,791 8.50% 276,581,721 11.92%
Other Operating Income 83,721,530 3.18% 66,310,351 2.86%
Total Other operating income 1,666,018,370 63.20% 1,908,146,747 82.24%
Total Operating Income 2,636,123,592 100.00% 2,320,132,119 100.00%
Less: Operating Expenditure:
Salary and Allowances 515,234,057 19.55% 592,131,514 25.52%
Rent, Tax, Insurance, Electricity 79,269,645 3.01% 75,321,559 3.25%
Legal Expense 1,809,189 0.07% 640,283 0.03%
Postage, Stamps and Telephone 15,929,096 0.60% 17,723,626 0.76%
Printing, Stationery, Advertisement 35,530,794 1.35% 33,745,139 1.45%
Managing Director's Remuneration 18,385,000 0.70% 16,277,525 0.70%
Directors' Fee 3,152,800 0.12% 1,177,600 0.05%
Audit Fee 460,000 0.02% 356,500 0.02%
Depreciation on and Repair to Bank's Property 246,666,055 9.36% 242,506,997 10.45%
Other Expenditure 148,784,896 5.64% 122,420,421 5.28%
Total Operating Expenses 1,065,221,532 40.41% 1,102,301,165 47.51%
Profit Before Provision 1,570,902,060 59.59% 1,217,830,953 52.49%
Provision for Loans, Advances & Off Balance
Sheet:
General Provision 53,465,831 2.03% 135,130,052 5.82%
Special General Provision -COVID 19 26,205,081 0.99% 160,085,000 6.90%
Specific Provision 260,135,504 9.87% (91,944,812) -3.96%
Provision for Off Balance Sheet Exposures 24,947,278 0.95% 30,416,252 1.31%
Provision for diminution in Investments 65,606,890 2.49% 23,376,130 1.01%
Provision for Non-Banking Asset 12,585,359 0.48% - 0.00%
Provision against Other Asset 1,789,670 0.07% 798,788 0.03%
Total Provision 444,735,613 16.87% 257,861,410 11.11%
Profit Before Tax 1,126,166,447 42.72% 959,969,543 41.38%
Less: Provision for Tax 612,147,164 23.22% 303,605,656 13.09%
Current Tax 589,260,484 22.35% 269,984,643 11.64%
Deferred Tax 22,886,680 0.87% 33,621,013 1.45%
Net Profit After Tax 514,019,283 19.50% 656,363,888 28.29%
Page | 351
(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:
Particulars Amount in BDT (FY 2021)

Net profit after Tax 514,019,283
No. of shares before IPO 569,669,753
Earnings per share (EPS) 0.90
(g) All extra-ordinary income or non-recurring income coming from other than core operations should be shown
separately while showing the net profit as well as the earnings per share:

Net profit after Tax 514,019,283
Less: Extra-ordinary income or non-recurring income -
Net profit excluding Extra-ordinary income or non-recurring income 514,019,283

Net profit excluding Extra-ordinary income or non-recurring income 514,019,283
No. of shares before IPO 569,669,753
Earnings per share (EPS) excluding Extra-ordinary income or non-
0.90
recurring income
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS
Midland Bank Limited has not annualized the quarterly or half yearly EPS.
(i) Net asset value (NAV) per share
Net Asset Value:

Particulars Amount in BDT (December 31, 2021)
Share capital 5,696,697,530
Statutory Reserve 1,408,602,127
Revaluation Reserve on Investment in Securities 2,446,036
Retained Earnings 296,515,381
Total Shareholders’ Equity 7,404,261,074
Total Number of Ordinary Share 569,669,753
Net Asset Value (NAV) Per Share 13.00
(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or
anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned
issuer.
Not applicable for MDB.
Page | 352
(k) Following statements for the last five years or any shorter period of commercial operation certified by the
auditors:
1. Statement of long term and short-term borrowings including borrowing from related party or connected persons
with rate of interest and interest paid/accrued
Auditor’s Certificate on Statement of Long Term and Short Term Borrowing Including Borrowing from Related Party or
Connected persons with rate of interest and interest paid/accrued
Based on our scrutiny of the relevant financial statements of Midland Bank Limited (“the Bank”) which have been prepared by
management and produced to us for review, we certify that based on the disclosures provided in those financial statements, the
Bank did not engage in any long term and short term borrowing including borrowing from its related party or connected person
except below transactions for the year ended 31 December 2017, 31 December 2018, 31 December 2019, 31 December 2020
and 31 December 2021.
Amount in BDT
Interest paid
Nature of Interest Balance as on
Year Bank Name/Related Party Type of loan during the
Relationship Rate reporting date
year
Lender Refinance from
Bangladesh Bank 5.00% 65,642,640
Bangladesh Bank
3,541,758
Lender Borrowing from 2.33%-
2017 Bangladesh Bank 96,939,113
Bangladesh Bank (EDF) 2. 84%
Janata Bank Ltd. Lender Call borrowing 4.00% 100,000,000
257,886,773
Meghna Bank Ltd. Lender Call borrowing 4.00% 50,000,000
Total borrowing in 2017 312,581,753
Bangladesh Bank
Lender 4,366,887
Borrowing from 2. 84%-
Bangladesh Bank 347,828,443
Bangladesh Bank (EDF) 3.90%
2018 IFIC Bank Ltd Lender Call borrowing 4.50% 200,000,000
Sonali Bank Ltd Lender Call borrowing 4.50% 100,000,000
Janata Bank Ltd Lender Call borrowing 4.50% 120,000,000 437,389,738
Rupali Bank Ltd Lender Call borrowing 4.50% 650,000,000
Commercial Bank of Ceylon Lender Call borrowing 4.50% 51,834,699
Total borrowing in 2018 1,539,729,139

Bangladesh Bank
Lender 14,503,948
Borrowing from 3.39%-
Bangladesh Bank (EDF) 3.88%
Sonali Bank Ltd Lender Call borrowing 5.00% 700,000,000
Commercial Bank of Ceylon Lender Call borrowing 3.50% 117,177,940
2019 Meghna Bank Ltd Lender Call borrowing 5.00% 380,000,000
AB Bank Ltd Lender Call borrowing 5.00% 290,000,000
Bank Asia Ltd Lender Call borrowing 5.00% 600,000,000 432,493,597
United Commercial Bank Ltd Lender Call borrowing 5.00% 161,108,800
Basic Bank Ltd Lender Call borrowing 5.00% 300,000,000
Southeast Bank Ltd Lender Call borrowing 5.00% 271,135,250
Uttara Bank Ltd Lender Call borrowing 5.00% 100,000,000
Page | 353
Interest paid
Nature of Interest Balance as on
Year Bank Name/Related Party Type of loan during the
Relationship Rate reporting date
year
Lender Refinance from 2.00%-
Bangladesh Bank 1,138,735,507
Bangladesh Bank 5.00%
Bangladesh Bank (EDF) 2.41% 39,299,343
Bangladesh Bank Investment Promotion
Lender and Financing Facility 5.24% 917,457,000
(IPFF)
Sonali Bank Ltd. Lender Call borrowing 1.00% 300,000,000
2020
Janata Bank Ltd. Lender Call borrowing 1.00% 300,000,000
Agrani Bank Ltd Lender Call borrowing 1.00% 800,000,000
Rupali Bank Ltd. Lender Call borrowing 2.10% 106,000,000
Commercial Bank of Ceylon Lender Term borrowing 3.05% 63,982,153 208,257,219
United Commercial Bank Ltd. Lender Term borrowing 1.00% 508,802,400
Southeast Bank Ltd. Lender Term borrowing 3.75% 21,200,325
Uttara Bank Ltd. Lender Term borrowing 1.00% 1,169,600,800
NRB Bank Ltd. Lender Call borrowing 1.00% 150,000,000
Lender Refinance from 2.00%-
Bangladesh Bank 4.00%
Bangladesh Bank 1,449,970,650
Bangladesh Bank (EDF) 2.00% 118,390,519
Bangladesh Bank Investment Promotion
Lender and Financing Facility 5.17% 1,902,357,000
(IPFF)
NCC Bank Ltd. Lender Call borrowing 4.00% 100,000,000
2021 NCC Bank Ltd. Lender Term borrowing 4.60% 197,340,000
IFIC Bank Ltd. Lender Call borrowing 2.30% 500,000,000
Mutual Trust Bank Ltd. Lender Call borrowing 3.50% 200,000,000
Bank Asia Ltd. Lender Call borrowing 2.00% 200,000,000
99,084,151
Trust Bank Ltd. Lender Term borrowing 2.45% 128,475,000
Bank Al Falah Lender Term borrowing 2.75% 85,800,000
BASIC Bank Ltd. Lender Call borrowing 2.00% 200,000,000
Southeast Bank Ltd. Lender Term borrowing 2.90%- 360,360,000
4.50%
Sd/-
Disclaimer:
consent, this certificate should not be otherwise referred to, in whole or in part, or quoted by expertise or reference in any
manner, or distributed in whole or in part or copied to any third party other than Bangladesh Securities and Exchange
Commission.
Page | 354
2. 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.
Auditor’s Certificate on 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
After due verification of relevant records and audited financial statements of Midland Bank Limited (“the Bank”), we
certify that the Bank did not agree for secured loan facilities wherein any charge has been created or being
collateralized with any lenders.
Sd/-
Disclaimer:
subsequent amendments thereon. This certificate is issued based on the audited financial statements of the Bank.
We will not be liable for any damages or losses arising from any investment decisions made on the basis of this
certificate. Without our prior written consent, this certificate should not be otherwise referred to, in whole or in
part, or quoted by expertise or reference in any manner, or distributed in whole or in part or copied to any third
party other than Bangladesh Securities and Exchange Commission.
Page | 355
3. Statement of unsecured loans with terms and conditions
Auditor’s Certificate on Statement of unsecured loans with terms and conditions
After due examination of the independent auditor's report along with the audited financial statements of Midland Bank Limited
(“the Bank”), we certify that the Bank has taken the following unsecured loans which are disclosed in the audited financial
statements from 01 January 2017 to 31 December 2021 as follows-

Sl. No. Types of Unsecured loan Amount in BDT
1 Borrowing from Bangladesh Bank 162,581,754
2 Borrowing from Banks in Call & Short Notice 150,000,000
Total 312,581,754
Details of Refinance from Bangladesh Bank:

Nature of
Sl. No. Types of Unsecured loan Interest Rate Amount in BDT
Relationship
1 Refinance from Bangladesh Bank Lender 5.00% 65,642,640
2 Borrowing from Bangladesh Bank (EDF) Lender 2.33%-2.84% 96,939,114
Sub-total 162,581,754
Details of Borrowing from Banks in Call & Short Notice:

Nature of
Sl. No. Name of the Bank Interest Rate Amount in BDT
Relationship
1 Janata Bank Ltd. Lender 4.00% 100,000,000
2 Meghna Bank Ltd. Lender 4.00% 50,000,000
Sub-total 150,000,000

2 Borrowing from Banks in Call & Short Notice 1,121,834,700
Total 1,539,729,140
Details of Borrowing from Bangladesh Bank:

Nature of
Sl. No. Types of Unsecured loan Interest Rate Amount in BDT
Relationship
Sub-total 417,894,440

Nature of
Relationship
1 IFIC Bank Ltd Lender 4.50% 200,000,000
2 Sonali Bank Ltd Lender 4.50% 100,000,000
3 Janata Bank Ltd Lender 4.50% 120,000,000
4 Rupali Bank Ltd Lender 4.50% 650,000,000
5 Commercial Bank of Ceylon Lender 4.50% 51,834,699
Sub-total 1,121,834,700
Page | 356
Total 3,468,730,276

Sl. Nature of
Types of Unsecured loan Interest Rate Amount in BDT
No. Relationship
Sub-total 549,308,286

Nature of
Relationship
1 Sonali Bank Ltd Lender 5.00% 700,000,000
3 Meghna Bank Ltd Lender 5.00% 380,000,000
4 AB Bank Ltd Lender 5.00% 290,000,000
5 Bank Asia Ltd Lender 5.00% 600,000,000
6 United Commercial Bank Ltd Lender 5.00% 161,108,800
7 Basic Bank Ltd Lender 5.00% 300,000,000
8 Southeast Bank Ltd Lender 5.00% 271,135,250
9 Uttara Bank Ltd Lender 5.00% 100,000,000
Sub-total 2,919,421,990

1 Borrowing from Bangladesh Bank 2,655,128,859
Total 6,074,714,536

Sl. Nature of
No. Relationship
1 Refinance from Bangladesh Bank Lender 4.00%-5.00% 1,138,735,507
3 Investment Promotion and Financing Facility (IPFF) Lender 4.00% 917,457,000
Sub-total 2,655,128,859

Sl. Nature of Interest Amount in BDT
Name of the Bank
No. Relationship Rate
1 Sonali Bank Ltd. Lender 1.00% 300,000,000
2 Janata Bank Ltd. Lender 1.00% 300,000,000
3 Agrani Bank Ltd Lender 1.00% 800,000,000
4 Rupali Bank Ltd. Lender 2.10% 106,000,000
6 United Commercial Bank Ltd. Lender 1.00% 508,802,400
7 Southeast Bank Ltd. Lender 3.75% 21,200,325
8 Uttara Bank Ltd. Lender 1.00% 1,169,600,800
9 NRB Bank Ltd. Lender 1.00% 150,000,000
Sub-total 3,419,585,678
Page | 357
1 Borrowing from Bangladesh Bank 3,977,326,979
Total 5,949,301,979

Sl. Nature of
No. Relationship
1 Refinance from Bangladesh Bank Lender 2.00%-4.00% 624,999,329
2 Borrowing from Bangladesh Bank (EDF) Lender 0.75%-2.00% 1,449,970,650
3 Investment Promotion and Financing Facility (IPFF) Lender 5.17% 1,902,357,000
Sub-total 3,977,326,979

Sl. Nature of Interest Amount in BDT
Name of the Bank
No. Relationship Rate
1 NCC Bank Ltd. Lender 4.00% 100,000,000
2 NCC Bank Ltd. Lender 4.60% 197,340,000
3 IFIC Bank Ltd. Lender 2.30% 500,000,000
4 Mutual Trust Bank Ltd. Lender 3.50% 200,000,000
5 Bank Asia Ltd. Lender 2.00% 200,000,000
6 Trust Bank Ltd. Lender 2.45% 128,475,000
7 Bank Al Falah Lender 2.75% 85,800,000
8 BASIC Bank Ltd. Lender 2.00% 200,000,000
9 Southeast Bank Ltd. Lender 2.90%- 360,360,000
4.50%
Sub-total 1,971,975,000
Sd/-
Disclaimer:
Commission.
Page | 358
4. Statement of inventories showing amount of raw material, packing material, stock-in-process and finished
goods, consumable items, store and spares parts, inventory of trading goods etc .
Auditor’s Certificate on Statement of Inventories of raw material, packing material, stock-in-process and
finished goods, consumable items, store and spares parts, inventory of trading goods etc.
As per the auditors’ report and the approved mandate of Midland Bank Limited (“the Bank”), the principal activities
of the Bank comprise of mobilizing deposits from clients and using such proceeds to engage in the business of
providing Loans and Advances to eligible borrowers, through an interest spread, as well as carrying out other banking
activities in compliance with the rules and regulations of Bangladesh Bank and applicable statutory requirements.
Such practice does not include conversion of raw materials into finished goods or any manufacturing activity.
Therefore, the Bank did not hold any inventories of raw material, packing material, stock-in-process and finished
goods, consumable items, store & spare parts, inventory of trading goods etc.
Sd/-
Disclaimer:
Page | 359
5. Statement of trade receivables showing receivable from related party and connected persons
Auditor’s Certificate on Statement of Trade Receivables showing receivable from related party and connected
persons
After due verification, and as per the information contained in the audited financial statements of Midland Bank
Limited (“the Bank”), we certify that the Bank has no Trade receivables including receivables from related party and
connected persons for the years ended 31 December 2017, 31 December 2018, 31 December 2019, 31 December
2020 and 31 December 2021.
Sd/-
Disclaimer:
Page | 360
6. Statement of any loan given by the issuer including loans to related party or connected persons with rate of
interest and interest realized or accrued
Auditor’s Certificate on Statement of any loan given by the issuer including loans to related party or connected persons with
rate of interest and interest realized or accrued
Since Midland Bank Limited is engaged in the banking activities being a bank company incorporated in Bangladesh under the
Bank Company Act, 1991 and the Companies Act, 1994, the nature of business of the bank is to collect deposits and accordingly
utilize such deposits for the purpose of issuing loans and advances. Moreover, after due examination of the independent auditor's
report along with audited financial statements of Midland Bank Limited (“the Bank”) for the period 01 January 2017 to 31
December 2021, we certify that the Bank has given loan to the following related parties or connected persons with rate of interest
and interest realized or accrued as below:
For the year ended 31 December 2017:
i) Loans and advances related to directors:

Amount in BDT
Interest
Outstanding
Nature of CL Interest charged
Transaction Status Rate during the
Amount
year
Mr. Mohammed Jamal
Director Overdraft UC 28,400,000 22,281,432 11.50% 1,887,626
Ullah
Associated Company
CAPM Venture Capital and Overdraft UC 50,000,000 37,124,933 14.00% 1,101,880
of Family Member of
Finance Ltd.
Director Term Loan UC 150,000,000 132,585,934 10.00% 10,822,146
Associated UC
Organization of Mr.
Southeast University Overdraft 108,000,000 1,016 12.00% 66
Rezaul Karim,
Director
Family Member of UC
Mr. Kazi Shayan
Mr. Kazi Ekramullah, Credit Card 500,000 1,700 27.00% 578
Ekramullah
Sponsor Shareholder
Mr. A.K.M Badiul Alam Director Credit Card UC 500,000 100,837 27.00% 2600
Mr. Md. Wahid Miah Director Credit Card UC 500,000 37,070 27.00% 2,566
Family Member of UC
Mr. Md Jahangir Miah Mr. Wahid Miah, Credit Card 500,000 33,910 27.00% 384
Director
Mr. Abdul Momin Mondol Director Credit Card UC 500,000 79,885 27.00% 360
Mr. Md Rokunuzzaman UC
Sarkar
Mrs. Nilufer Zafarullah Vice-Chairman Credit Card UC 500,000 121,225 27.00% 68,474
Mrs. Anushka Mehreen UC
Zafar
Mr. Kazi Omar Zafar Director Credit Card UC 500,000 499,169 27.00% 142,653
Family Member of UC
Mrs. Zobaida Mahaboob
Mr. Kazi Shahidullah, Credit Card 500,000 41,095 27.00% 1,111
Latif
Director
Mr. Kazi Shahidullah Director Credit Card UC 500,000 - 27.00% -
Mrs. Luna Sarker Director Credit Card UC 500,000 174,299 27.00% -
Family Member of UC
Mrs. Salma Badsha Mr. Mohammed Issa Credit Card 500,000 246,786 27.00% 12,206
Badsha, Director
Mr. Ahsan Khan UC
Director Credit Card 500,000 - 27.00% 1,925
Chowdhury
Mr. Mohammed Issa UC
Badsha
Mr. Master Abul Kashem Director Credit Card UC 500,000 - 27.00% -
Page | 361
Interest
Outstanding
Amount
year
Mr. Mohammed Jamal UC
Ulllah
Family Member of UC
Mr. Abdul Mojid Mondol Mr. Abdul Momin Credit Card 500,000 - 27.00% -
Mondol, Director
Mr. Md Rezaul Karim Director Credit Card UC 500,000 - 27.00% -
Mr. Md. Kamal Hossain Director Credit Card UC 500,000 - 27.00% -
Family Member of UC
Mrs. Susmita Sompa Mrs. Shahnaj Credit Card 500,000 - 27.00% -
Parveen, Director
Mrs. Shahnaj Parveen Director Credit Card UC 500,000 - 27.00% -
Mrs. Scherezad Joya UC
Monami Latif
Mrs. Sabiha Mahboob Sponsor Shareholder Credit Card UC 500,000 47,122 27.00% -
Mr. Abdullah Ahmed UC
Yousuf
Mr. Kazi Raihan Zafar Sponsor Shareholder Credit Card UC 500,000 463,476 27.00% 85,328
Mr. Kazi Zafar Ullah Sponsor Shareholder Credit Card UC 500,000 12,527 27.00% -
Family Member of Al- UC
Ms. Mumtahina Issa Haj Mohammed Issa Credit Card 500,000 - 27.00% -
Badsha, Director
Family Member of Al- UC
Ms. Mutaffin Issa Haj Mohammed Issa Credit Card 500,000 - 27.00% -
Badsha, Director
Family Member of UC
Mr. Tazkia Labeeba Karim Mr. Md. Rezaul Credit Card 500,000 430,774 27.00% 1,973
Karim, Director
Family Member of UC
Mrs. Najmun Nahar Mr. Md. Kamal Credit Card 500,000 - 27.00% -
Hossain, Director
Family Member of UC
Mr. Md. Zahid Miah Mr. Wahid Miah, Credit Card 500,000 - 27.00% -
Director

Amount in BDT
Interest
Outstanding
Amount
year
CVC Finance Ltd. Mrs. Lutfa Begum Term Loan UC 150,000,000 108,270,776 14.00% 16,220,243
Southeast University Mr. Md. Rezaul Karim Overdraft UC 108,000,000 1,895 12.00% 169
Family Member of
Mr. Kazi Shayan
Mr. Kazi Ekramullah, Credit Card UC 500,000 21,507 27.00% 137
Ekramullah
Sponsor Shareholder
Mr. A.K.M Badiul UC 27.00% 525
Director Credit Card 500,000 -
Alam
Mr. Md. Wahid UC 27.00% 687
Director Credit Card 500,000 44,148
Miah
Mr. Md Jahangir Family Member of
Credit Card UC 500,000 - 27.00% 2,188
Miah Mr. Wahid Miah
Mr. Abdul Momin
Sponsor Shareholder Credit Card UC 500,000 - 27.00% 1,495
Mondol
Mr. Md UC
Rokunuzzaman Director Credit Card 500,000 153,248 27.00% -
Sarkar
Page | 362
Interest
Outstanding
Amount
year
Mrs. Nilufer UC
Chairman Credit Card 500,000 236,136 27.00% 4,086
Zafarullah
Mrs. Anushka
Sponsor Shareholder Credit Card UC 500,000 275,696 27.00% 3,758
Mehreen Zafar
Mrs. Zobaida Family Member of Mr. Kazi
Credit Card UC 500,000 - 27.00% 452
Mahaboob Latif Shahidullah, Director
Family Member of
Mrs. Salma Badsha Mr. Mohammed Issa Badsha, Credit Card UC 500,000 - 27.00% 6,106
Director
Mr. Ahsan Khan
Director Credit Card UC 500,000 28,471 27.00% 1,574
Chowdhury
Mr. Mohammed Issa
Director Credit Card UC 500,000 - 27.00% 2,426
Badsha
Mr. Master Abul
Vice-Chairman Credit Card UC 500,000 - 27.00% -
Kashem
Mr. Mohammed
Director Credit Card UC 500,000 105,399 27.00% -
Jamal Ulllah
Mr. Abdul Mojid Family Member of
Credit Card UC 500,000 - 27.00% -
Mondol Mr. Abdul Momin Mondol
Mr. Md Rezaul
Director Credit Card UC 500,000 - 27.00% 210
Karim
Mr. Md. Kamal
Director Credit Card UC 500,000 - 27.00% -
Hossain
Family Member of
Mrs. Susmita Sompa Credit Card UC 500,000 - 27.00% -
Mrs. Shahnaj
Mrs. Shahnaj
Director Credit Card UC 500,000 - 27.00% 1,039
Parveen
Mrs. Scherezad Joya
Sponsor Shareholder Credit Card UC 500,000 - 27.00% -
Monami Latif
Mrs. Sabiha
Mahboob
Mr. Abdullah
Sponsor Shareholder Credit Card UC 500,000 - 27.00% -
Ahmed Yousuf
Mr. Kazi Raihan
Zafar
Mr. Kazi Zafar Ullah Sponsor Shareholder Credit Card UC 500,000 - 27.00% 14
Ms. Mumtahina Issa Mohammed Issa Badsha, Credit Card UC 500,000 28,783 27.00% 7,184
Director
Ms. Mutaffin Issa Mohammed Issa Badsha, Credit Card UC 500,000 158,693 27.00% -
Director
Ms. Tazkia Labeeba Family Member of Mr. Md.
Credit Card UC 500,000 11,269 27.00% 356
Karim Rezaul Karim, Director
Family Member of Mr. Md.
Mrs. Najmun Nahar Credit Card UC 500,000 6,342 27.00% -
Kamal Hossain
Md. Zahid Miah Credit Card UC 500,000 - 27.00% -
Wahid Miah
Page | 363

Amount in BDT
Interest
Nature of CL Outstanding Interest charged
Transaction Status Loan Amount Rate during the
year
Mrs. Lutfa
CVC Finance Ltd. Term Loan UC 150,000,000 100,463,734 14.00% 14,444,485
Begum
Mr. Md. Rezaul
Southeast University Overdraft UC 108,000,000 704 12.00% 99
Karim
Mr. A.K.M Badiul Alam Director Credit Card UC 500,000 20,938 27.00% 427
Mr. Md. Wahid Miah Director Credit Card UC 500,000 36,429 27.00% -
Family Member UC
Mr. Md Jahangir Miah Credit Card 500,000 10,192 27.00% 10,191
of Director
Mr. Md Rokonuzzaman Sarkar Director Credit Card UC 500,000 440,893 27.00% -
Mrs. Nilufer Zafarullah Director Credit Card UC 500,000 271,635 27.00% 72,861
Mrs. Anushka Mehreen Zafar Director Credit Card UC 500,000 305,027 27.00% 92,461
Mr. Ahsan Khan Chowdhury Director Credit Card UC 500,000 29,507 27.00% 2,263
Sponsor UC
Mr. Mohammad Issa Badsha Credit Card 500,000 - 27.00% -
Shareholder
Mr. Master Abul Kashem Director Credit Card UC 500,000 - 27.00% -
Mr. Mohammed Jamal Ullah Director Credit Card UC 500,000 261,446 27.00% -
Mr. Abdul Mojid Mondol Shareholder Credit Card UC 500,000 - 27.00% -
Mr. Md Rezaul Karim Director Credit Card UC 500,000 4,364 27.00% -
Mr. Md. Kamal Hossain Director Credit Card UC 500,000 - 27.00% -
Family Member UC
Mrs. Susmita Sompa Credit Card 500,000 10,875 27.00% -
of Director
Mrs. Shahnaj Parveen Director Credit Card UC 500,000 60,657 27.00% 16,127
Mrs. Scherezad Joya Monami Sponsor UC
Credit Card 500,000 - 27.00% -
Latif Shareholder
Mr. Kazi Raihan Zafar Director Credit Card UC 500,000 355,666 27.00% 112,049
Sponsor UC
Mr. Kazi Zafar Ullah Credit Card 500,000 - 27.00% 14
Shareholder
Ms. Mumtahina Issa Shareholder Credit Card UC 500,000 - 27.00% -
Ms. Mutaffin Issa Shareholder Credit Card UC 500,000 - 27.00% -

Amount in BDT
Interest
year
Zenith Islami Life Continuous
Mr. Md. Rezaul Karim UC 27,000,000 12,889,228 8.75% 872,908
Insurance Ltd. Loan
Mr. Kazi Shayan Family member of Credit Card UC 500,000 2,991 20.00% 1,546
Ekramullah Sponsor Shareholder
Mr. A.K.M Badiul Alam Director Credit Card UC 500,000 79,072 20.00% 2,119
Mr. Md. Wahid Miah Sponsor Shareholder Credit Card UC 500,000 113,133 20.00% 2,357
Mrs. Anushka Mehreen Director Credit Card UC 500,000 196,071 20.00% 67,216
Zafar
Mrs. Zobaida Family member of Credit Card UC 500,000 204 20.00% -
Mahaboob Latif Sponsor Shareholder
Page | 364
Interest
year
Mr. Ahsan Khan Credit Card UC 500,000 80,495 20.00% 2,727
Chowdhury Director
Mr. Mohammed Jamal Credit Card UC 500,000 340 20.00% -
Ullah Director
Mr. Abdul Mojid Credit Card UC 500,000 210 20.00% -
Mondol Director
Mr. Md Rezaul Karim Director Credit Card UC 500,000 179 20.00% 350
Mr. Md. Kamal Hossain Director Credit Card UC 500,000 230 20.00% -
Mr. Kazi Raihan Zafar Director Credit Card UC 500,000 295,909 20.00% 95,174
Ms. Tazkia Labeeba Family member of Credit Card UC 500,000 108,407 20.00% 90
Karim Director

Amount in BDT
Interest
Nature of CL Outstanding Interest
Name Relationship Limit charged during
Transaction Status Loan Amount Rate
the year
A.K.M Badiul Alam Director Credit Card UC 500,000 26,764 20.00% 1,425
Md. Wahid Miah Director Credit Card UC 500,000 384,981 20.00% -
Abdul Momin Mondol Director Credit Card UC 500,000 73,405 20.00% 3,797
Mrs.Nilufer Zafarullah Chairman Credit Card UC 500,000 421,242 20.00% 11,521
Anushka Mehreen Director Credit Card UC 500,000 231,501 20.00% 35,660
Zafar
Kazi Omar Zafar Director Credit Card UC 500,000 241,991 20.00% 70,271
Ahsan Khan Director Credit Card UC 500,000 50,054 20.00% 1,290
Chowdhury
Mohammed Jamal Director Credit Card UC 500,000 69,132 20.00% 589
Ullah
Sabiha Mahboob Sponsor Credit Card UC 500,000 264,029 20.00% -
Shareholder
Abdullah Ahmed Sponsor Credit Card UC 500,000 179 20.00% 14
Yousuf Shareholder
Kazi Raihan Zafar Director Credit Card UC 500,000 393,359 20.00% 50,810
Tazkia Labeeba Karim Family member of Credit Card UC 500,000 184,627 20.00% 18
Director
Sd/-
Disclaimer:
Commission.
Page | 365
7. Statement of other income showing interest income, dividend income, discount received, other non-operating
income
Auditor’s Certificate on the Statement of other income showing interest income, dividend income, discount
received, other non operating income
After due examination of the independent auditor's report along with the audited financial statements of Midland
Bank Limited (“the Bank”), we certify that the Bank operates its business in line with the Banking Company Act, 1991,
the Securities and Exchange Rules, 2020 and other applicable laws and regulations, wherein interest income,
dividend income, discount received, and other non-operating income are considered as the core income of the Bank,
and accordingly mentioned as such in the audited financial statements.
Sd/-
Disclaimer:
Page | 366
8. Statement of turnover showing separately in cash and through banking channel
Auditor’s Certificate on the Statement of turnover showing separately in cash and through banking channel
After due examination of the independent auditor's report along with audited financial statements of Midland Bank
Limited (“the Bank”), we certify that the Bank is engaged in providing banking services, so all proceeds of interest
and fee-based income, excepting petty cash items, is channeled through Banking System.
Sd/-
Disclaimer:
Page | 367
9. Statement of related party transaction
Auditor’s Certificate on Statement of Related Party Transaction
After due examination of the accounting records of the Bank and the independent auditor's report along with audited financial
statements of Midland Bank Limited , we hereby certify that Midland Bank Limited did not engage in any transactions with any
director or sponsor or executive officer of the issuer, any person holding 5% or more of the outstanding shares of the issuer or
any related party or connected person of any of the above persons, except the transactions described in the table below for the
years ended on 31 December 2017, 31 December 2018, 31 December 2019, 31 December 2020 and 31 December 2021:

Rangpur Metal Industries Ltd. UNIT-3 Ahsan Khan Chowdhury, Director Procurement 100,000

Amount in BDT
Interest
year
Family Member of
Mr. Kazi Shayan
Mr. Kazi Ekramullah, Credit Card 500,000 1,700 27.00% 578
Ekramullah
Sponsor Shareholder
Mr. Md. Wahid Miah Director Credit Card 500,000 37,070 27.00% 2,566
Family Member of
Mr. Md Jahangir Miah Credit Card 500,000 33,910 27.00% 384
Mr. Wahid Miah, Director
Mr. Abdul Momin
Director Credit Card 500,000 79,885 27.00% 360
Mondol
Mr. Md Rokunuzzaman
Sarkar
Mrs. Nilufer Zafarullah Vice-Chairman Credit Card 500,000 121,225 27.00% 68,474
Zafar
Mrs. Zobaida
Family Member of Mr. Kazi Credit Card 500,000 41,095 27.00% 1,111
Mahaboob Latif
Mrs. Luna Sarker Director Credit Card 500,000 174,299 27.00% -
Mrs. Salma Badsha Mohammed Issa Credit Card 500,000 246,786 27.00% 12,206
Badsha,Director
Mr. Ahsan Khan
Chowdhury
Mr. Mohammed Issa
Badsha
Page | 368
Interest
year
Mr. Master Abul
Kashem
Mr. Mohammed Jamal
Ulllah
Family Member of
Mr. Abdul Mojid
Mr. Abdul Momin Mondol, Credit Card 500,000 - 27.00% -
Mondol
Director
Mr. Md Rezaul Karim Director Credit Card 500,000 - 27.00% -
Family Member of
Mrs. Susmita Sompa Mrs. Shahnaj Parveen, Credit Card 500,000 - 27.00% -
Director
Mrs. Shahnaj Parveen Director Credit Card 500,000 - 27.00% -
Mrs. Scherezad Joya
Monami Latif
Mrs. Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 47,122 27.00% -
Mr. Abdullah Ahmed
Yousuf
Mr. Kazi Zafar Ullah Sponsor Shareholder Credit Card 500,000 12,527 27.00% -
Ms. Mumtahina Issa Mohammed Issa Badsha, Credit Card 500,000 - 27.00% -
Director
Ms. Mutaffin Issa Mohammed Issa Badsha, Credit Card 500,000 - 27.00% -
Director
Mr. Tazkia Labeeba Family Member of Mr. Md.
Credit Card 500,000 430,774 27.00% 1,973
Karim Rezaul
Family Member of Mr. Md.
Mrs. Najmun Nahar Credit Card 500,000 - 27.00% -
Kamal Hossain, Director
Mr. Md. Zahid Miah Credit Card 500,000 - 27.00% -
Wahid Miah, Director
Mr. Jamal Ullah Director Overdraft 28,400,000 22,281,432 27.00% -
iv) Lending policies to related parties: Lending to related parties is affected as per requirement of section 27(1) of the Bank
Company Act 1991.

Amount in BDT
Interest
Outstanding
Nature of Interest charged
Amount
year
Associated Company of Overdraft 14.00% 50,000,000 37,124,933 1,101,880
CAPM Venture Capital
Family Member of
and Finance Ltd. Term Loan 10.00% 150,000,000 132,585,934 10,822,146
Director
Associated Organization
Southeast University of Mr. Rezaul Karim, Overdraft 12.00% 108,000,000 1,016 66
Director
vi) Business other than banking business with any related concern of the Directors as per section 18(2) of the Bank Company
Act 1991:
Page | 369


No party NA NA NA

Amount in BDT
Interest
the year
Mr. Kazi Shayan
Family Member of Mr. Kazi Credit Card 500,000 21,507 27.00% 137
Ekramullah
Mr. A.K.M Badiul Alam Director Credit Card 500,000 - 27.00% 525
Mr. Md. Wahid Miah Director Credit Card 500,000 44,148 27.00% 687
Family Member of
Mr. Md Jahangir Miah Credit Card 500,000 - 27.00% 2,188
Mr. Wahid Miah
Mr. Abdul Momin Mondol Sponsor Shareholder Credit Card 500,000 - 27.00% 1,495
Mr. Md Rokunuzzaman
Sarkar
Mrs. Nilufer Zafarullah Chairman Credit Card 500,000 236,136 27.00% 4,086
Zafar
Mrs. Zobaida Mahaboob Family Member of Mr. Kazi
Credit Card 500,000 - 27.00% 452
Latif Shahidullah
Family Member of
Mrs. Salma Badsha Credit Card 500,000 - 27.00% 6,106
Mr. Mohammed Issa Badsha
Mr. Ahsan Khan
Director Credit Card 500,000 28,471 27.00% 1,574
Chowdhury
Mr. Mohammed Issa
Badsha
Mr. Master Abul Kashem Vice-Chairman Credit Card 500,000 - 27.00% -
Page | 370
Interest
the year
Mr. Mohammed Jamal
Ulllah
Family Member of
Mr. Abdul Mojid Mondol Credit Card 500,000 - 27.00% -
Mr. Md Rezaul Karim Director Credit Card 500,000 - 27.00% 210
Family Member of
Mrs. Shahnaj Parveen
Mrs. Shahnaj Parveen Director Credit Card 500,000 - 27.00% 1,039
Mrs. Scherezad Joya
Monami Latif
Mrs. Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 62,158 27.00% 1,917
Mr. Abdullah Ahmed
Yousuf
Family Member of
Ms. Mumtahina Issa Credit Card 500,000 28,783 27.00% 7,184
Family Member of
Ms. Mutaffin Issa Credit Card 500,000 158,693 27.00% -
Family Member of
Ms. Tazkia Labeeba Karim Credit Card 500,000 11,269 27.00% 356
Mr. Md. Rezaul Karim
Family Member of
Mrs. Najmun Nahar Credit Card 500,000 6,342 27.00% -
Family Member of
Md. Zahid Miah Credit Card 500,000 - 27.00% -
Mr. Wahid Miah
Name Relationship Nature of Transaction Amount in BDT

M/S Musa & Issa Brothers Al-Haj Mohammed Issa Badsha, Director Guarantee 370,012
As unclassified exposure, general provision made against credit card and guarantee. 100% margin is kept in the form of FDR
against guarantee concern to director.
Company Act 1991.

Amount in BDT
Interest
Outstanding
Nature of Interest CL charged
Transaction Rate Status during the
Amount
year
Southeast Mr. Md. Rezaul
Overdraft 12.00% UC 108,000,000 1,895 169
University Karim
Page | 371
Act 1991:


No party NA NA NA

Amount in BDT
Interest
the year
Mr. Md. Wahid Miah Director Credit Card 500,000 36,429 27.00% -
Family Member of
Mr. Md Jahangir Miah Credit Card 500,000 10,192 27.00% 10,191
Director
Mr. Md Rokonuzzaman Sarkar Director Credit Card 500,000 440,893 27.00% -
Mrs. Nilufer Zafarullah Director Credit Card 500,000 271,635 27.00% 72,861
Mr. Mohammad Issa Badsha Sponsor Shareholder Credit Card 500,000 - 27.00% -
Mr. Mohammed Jamal Ullah Director Credit Card 500,000 261,446 27.00% -
Mr. Abdul Mojid Mondol Shareholder Credit Card 500,000 - 27.00% -
Mr. Md Rezaul Karim Director Credit Card 500,000 4,364 27.00% -
Family Member of
Mrs. Susmita Sompa Credit Card 500,000 10,875 27.00% -
Director
Mrs. Shahnaj Parveen Director Credit Card 500,000 60,657 27.00% 16,127
Mrs. Scherezad Joya Monami
Latif
Page | 372
Interest
the year
Mr. Kazi Zafar Ullah Sponsor Shareholder Credit Card 500,000 - 27.00% 14.43
Ms. Mumtahina Issa Shareholder Credit Card 500,000 - 27.00% -
Ms. Mutaffin Issa Shareholder Credit Card 500,000 - 27.00% -
Company Act 1991.

Amount in BDT
Interest
Outstanding
Amount
year
Southeast Mr. Md. Rezaul
Overdraft 12.00% UC 108,000,000 704 99
University Karim
Act 1991:


No party NA NA NA
Page | 373
Amount in BDT
Interest
the year
Family member of Sponsor Credit Card 500,000
Mr. Kazi Shayan Ekramullah 2,991 20.00% 1,546
Shareholder
Mr. A.K.M Badiul Alam Director Credit Card 500,000 79,072 20.00% 2,119
Mr. Md. Wahid Miah Sponsor Shareholder Credit Card 500,000 113,133 20.00% 2,357
Mrs. Anushka Mehreen Credit Card 500,000
196,071 20.00% 67,216
Zafar Director
Mrs. Zobaida Mahaboob Family member of Sponsor Credit Card 500,000
204 20.00% -
Latif Shareholder
Mr. Mohammed Jamal Ullah Director Credit Card 500,000 340 20.00% -
Mr. Abdul Mojid Mondol Director Credit Card 500,000 210 20.00% -
Mr. Md Rezaul Karim Director Credit Card 500,000 179 20.00% 350
Mr. Md. Kamal Hossain Director Credit Card 500,000 230 20.00% -
Ms. Tazkia Labeeba Karim Family member of Director Credit Card 500,000 108,407 20.00% 90
Company Act 1991.

Amount in BDT
Interest
Outstanding
Amount
year
Zenith Islami Life Mr. Md. Rezaul Continuous
8.75% UC 27,000,000 12,889,228 872,908
Insurance Ltd. Karim Loan
Act 1991:

Page | 374

Chairs & Cabinet Rangpur Metal Industries Ltd 18,793
Drinkit RO Water Purifier Machine RFL Electronics Ltd. 116,025
Mr. Ahsan Khan Duranta Angelina Ladies Bicycle Rangpur Metal Industries Ltd 347,523
Chowdhury, Air Cooler Machine RFL Electronics Ltd. 2,773,510
Director NVR based CCTV system RFL Electronics Ltd. 1,338,630
Design Face Shield Banga Building Materials Ltd. 6,000
Face Mask (Fabrics) Winner Fashions 400,900
Shoe Box RFL Plastics Ltd. 10,000

No party NA NA NA

Amount in BDT
Interest
the year
A.K.M Badiul Alam Director Credit Card 500,000 26,764 20.00% 1,425
Md. Wahid Miah Director Credit Card 500,000 384,981 20.00% -
Abdul Momin Mondol Director Credit Card 500,000 73,405 20.00% 3,797
Mrs.Nilufer Zafarullah Chairman Credit Card 500,000 421,242 20.00% 11,521
Anushka Mehreen Zafar Director Credit Card 500,000 231,501 20.00% 35,660
Kazi Omar Zafar Director Credit Card 500,000 241,991 20.00% 70,271
Ahsan Khan Chowdhury Director Credit Card 500,000 50,054 20.00% 1,290
Mohammed Jamal Ullah Director Credit Card 500,000 69,132 20.00% 589
Sabiha Mahboob Sponsor Shareholder Credit Card 500,000 264,029 20.00% -
Abdullah Ahmed Yousuf Sponsor Shareholder Credit Card 500,000 179 20.00% 14
Kazi Raihan Zafar Director Credit Card 500,000 393,359 20.00% 50,810
Tazkia Labeeba Karim Family member of Director Credit Card 500,000 184,627 20.00% 18
Company Act 1991.
Page | 375
Amount in BDT
Interest
Outstanding
Amount
year
Act 1991:


Mr. Ahsan Khan
Chowdhury,
Air Cooler Machine , CCTV System RFL Electronics Ltd. 824,728
Director
Mr. Rezaul Karim, Insurance
Islami Commercial Insurance Co. Ltd. 45,313
Director
Vii) Investment in securities of Directors and their related concern:
Sd/-
Disclaimer:
Commission.
Page | 376
10. Reconciliation of business income shown in tax return with net income shown in audited financial statements
Auditor’s Certificate regarding reconciliation of business income shown in tax return with net income shown in audited
financial statements
We have examined the audited financial statements and the corresponding Corporate Income Tax Returns of Midland Bank
Limited for the last five years (Year ended 31 December 2017 to Year ended 31 December 2021), and hereby certify that the
following reconciliation of business income shown in tax return with net income shown in audited financial statements of Midland
Bank Limited has been done on the basis of the above audited financial statements and tax returns.
Amount in BDT
Year ended Year ended 31 Year ended Year ended Year ended
Particulars
31 December December 31 December 31 December 31 December
2021 2020 2019 2018 2017
Net income before tax as per
1,217,830,953 1,268,523,783 1,241,512,567 1,195,782,841
Assessment Year 2022-23
Return yet to submit for
audited financial statements

Add: Accounting depreciation 81,665,594 87,549,580 67,948,163 62,762,163
Add: Inadmissible expenses 82,754,093 43,431,394 22,739,336 34,847,989
Less: Tax depreciation (61,688,522) (53,122,036) (67,631,736) (40,024,054)
Less: 'O' & lesser rate tax income (696,593,279) (28,076,668) (45,511,720) (337,213,700)
Less: Admissible expenses (44,015,028) (75,893,124) (68,729,826) (8,314,505)
Income shown in Tax Return 579,953,811 1,242,412,929 1,150,326,784 907,840,735
Sd/-
Disclaimer:
thereon. Financial data disclosed in this certificate is based on the audited financial statements and corporate income tax returns
of the Bank. We will not be liable for any damages or losses arising from any investment decisions made on the basis of this
certificate. Without our prior written consent, this certificate should not be otherwise referred to, in whole or in part, or quoted
by expertise or reference in any manner, or distributed in whole or in part or copied to any third party other than Bangladesh
Securities and Exchange Commission.
Page | 377
11. Confirmation that all receipts and payments of the issuer above Tk. 500,000/- (five lac) were made through
banking channel
Auditor’s Certificate on Confirmation that all receipts and payments of the issuer above
BDT. 5,00,000 (Five lac) were made through banking channel
We hereby certify that, to the best of our information and as shown by the books and records of Midland Bank
Limited (“the Bank”), as well as the audited financial statements for the last five years, all receipts and payments of
the Bank above BDT 5,00,000 (Five lac) were made through banking channel following standard banking norms and
rules and regulations.
Sd/-
Disclaimer:
Page | 378
12. Confirmation that Bank Statements of the issuer are in conformity with its books of accounts
Auditor’s Certificate on Confirmation that all Bank Statements of the issuer are in conformity
with its books of accounts
Based on our examination of bank statements, bank reconciliation statements, audited financial statements and
related books of accounts of Midland Bank Limited (“the Bank”), we certify that bank balances of the Bank as
disclosed in the audited financial statements conform with the related bank statements and bank reconciliation
statements as produced to us by management for the years ended 31 December 2017 to 31 December 2021.
Sd/-
Disclaimer:
statements and its underlying accounting records of the Bank. We will not be liable for any damages or losses arising
from any investment decisions made on the basis of this certificate. Without our prior written consent, this
certificate should not be otherwise referred to, in whole or in part, or quoted by expertise or reference in any
Commission.
Page | 379
13. Statement of payment status of TAX, VAT and other taxes or duties
Auditor’s Certificate on Statement of payment status of Tax, VAT and others taxes/duties
After due verification, and as per the information contained in the supporting accounting records and audited financial
statements of the Bank, related corporate income tax returns, withholding tax returns, value added tax returns and excise duty
returns of Midland Bank Limited (the 'Bank') as prepared by the management and produced to us by the Bank's management,
we certify that the Bank has disclosed following amount of corporate income tax, value added tax and other taxes/duties payment
in those returns/statements for the last five years.
Five Years Tax Payment:

Amount in BDT
Particulars Year ended Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December 31 December
2021 2020 2019 2018 2017
Income Tax & Withholding Tax 850,536,703 878,944,500 828,383,156 677,568,662 586,220,473
Withholding VAT &
67,232,212 52,294,798 51,849,759 52,575,489 46,744,423
VAT on banking services
Excise duty 93,090,000 74,045,786 57,079,950 56,822,876 42,166,750
Total 1,010,858,915 1,005,285,084 937,312,865 786,967,027 675,131,646
Five Years Tax Payable:

Amount in BDT
Year ended Year ended Year ended Year ended Year ended
Particulars
31 December 31 December 31 December 31 December 31 December
2021 2020 2019 2018 2017
Withholding Tax Payable 49,828,096 33,646,277 33,797,633 27,765,092 28,551,032
Withholding VAT payable 9,103,615 5,425,837 3,514,588 30,524,550 4,576,280
Excise duty payable 60,110,000 44,721,300 35,579,950 27,619,376 42,166,750
Note that all tax payables were deposited to government exchequer within 15 days of the following month.
Sd/-
Disclaimer:
thereon. Financial data disclosed in this certificate is based on the audited financial statements and its underlying accounting
records of the Bank. We will not be liable for any damages or losses arising from any investment decisions made on the basis of
this certificate. Without our prior written consent, this certificate should not be otherwise referred to, in whole or in part, or
quoted by expertise or reference in any manner, or distributed in whole or in part or copied to any third party other than
Bangladesh Securities and Exchange Commission.
Page | 380
SECTION: XXVII CREDIT RATING REPORT
Page | 381
Credit Rating Report
Long Term Short Term
Valid From Valid Till Rating Action Outlook
Rating Rating
July 01, 2022 June 30, 2023 Initial A+ ST-2 Stable
Date of Incorporation : March 20, 2013
Managing Director & CEO: Mr. Md. Ahsan-uz Zaman
Authorized Capital : BDT 10,000.00 Million (As on December 31, 2021)
Paid up Capital : BDT 5,696.70 million (As on December 31, 2021)
Total Assets : BDT 69,018.91 Million (As on December 31, 2021)
Total Liabilities : BDT 61,614.65 Million (As on December 31, 2021)
Contact Analysts : Md. Fahad Bhuiyan fahad.bhuiyan@emergingrating.com

Md. Rajiur Rahman rajiur@emergingrating.com
Page | 382
CREDIT ANALYSIS
Entity Rating
2022 Initial Review

Major Rating Factors
Strengths  Good growth in terms of loans and deposits

 Compliant with CRR, SLR & CRAR requirement
 Progress in operating income
Challenge/  Significant increase of NPL

Risks  High exposure to large loans
 Slump in non-interest income
 Fall in post-tax profit
Rationale Emerging Credit Rating Limited (ECRL) has assigned A+ (Pronounced as Single A Plus) long term
credit rating and ST-2 short term credit rating to Midland Bank Limited (hereinafter referred to as
‘MDB’ or ‘the bank’) based on audited financials of FY2018-FY2021 and other available information
up to the date of rating declaration. The outlook on the rating is Stable. The rating is consistent
with ECRL’s methodology for this type of financial institutions and bond rating.
The rating reflects the strengths and challenges of the bank. The strengths include good growth in
terms of loans and deposits, compliant with CRR, SLR & CRAR requirement, growth in operating
income. However, ECRL is concerned about the significant increase of NPL, high exposure to large
loans, slump in non-interest income as well as fall in post-tax profit.
In the middle of the pandemic, MDB's total asset continued to grow, as seen by a 19.34% increase
in total assets in FY2020 and further 9.30% by the end of FY2021. The improvement was aided by
the principal component of the total asset, loans and advances, which increased by 17.35% in
FY2021. However, the growth rate of gross loans and advances portfolio of MDB has fluctuated
over the previous four-year period. The improvements to loans portfolio have been mostly aided
by the increasing term loan portfolio in 2021. Focusing on the investment portfolio of MDB which
had continuous growth in the 2018-2020 period, however, slowed down considerably in FY2021
showing a minimal 2.37% uplift.
Notably, there was a significant 221.35% increase of NPL of MDB during FY2021 that showed the
highest NPL amount of BDT 1,455.05 million among the FY2018-FY2021 period. The performance
of loans deteriorated after the loan downwards classification as well as relaxation on loan
payments regulations was slowly redacted in 2021 and many businesses still struggled to make
repayments on schedule. The portions of sub-standard and doubtful loans have increased in the
NPL portfolio in 2021. The NPL to gross loan ratio increased to 3.17% in FY2021 from 1.16% in
FY2020. Loan loss reserve of the bank covered 75.45% of the total NPL in FY2021 against a
significantly higher 173.19% in FY2020 indicating worsened safety against potential losses arising
from the NPLs in future. The bank has maintained BDT 1,097.80 million provisions against classified
and unclassified loans and advances with no surplus/shortfall in the latest year.
For countering the loan quality deterioration, the bank had rescheduled a total of BDT 2,193.18
million loans in FY2021 which was BDT 832.54 million by the end of FY2020. The rescheduled loans
Page | 383
represented 4.78% of the total loan portfolio while MDB has not written off any loans in FY2021.
Combining it all, the NPLs, rescheduled loans and written-off loans together represented 7.95% of
the loan book of the bank from 3.29% in the same time previous year.
MDB has high exposure to its large loan portfolio. The bank’s exposure to large loans (funded and
non-funded together exceeding 10% of bank’s capital) was 49.98% of total loans in FY2021 in
contrast to 47.70% in FY2020. On top of that, the top 30 credit exposure (funded and non-funded
together) of the bank reached BDT 22,863.52 million (49.85% of total loans) in FY2021.
Total capital (Tier-I and Tier-II) of the bank stood at BDT 8,132.78 million in FY2021 and the risk
weighted asset at BDT 51,240.21 million. The CRAR had a downfall to 15.87% from 17.44% in
FY2020; however, the bank comfortably exceeded the minimum capital requirement of 12.50% in
both times.
MDB’s deposits base have improved by 12.56% in 2021 which had been increasing over the
previous three years as well. The bank has kept its ADR ratio within the regulatory requirement of
Bangladesh Bank within 87% during FY2021 and scored 83.62% in the loan to deposit ratio.
For conventional banking, MDB kept the required CRR and SLR amount with surplus standing at
BDT 215.63 million and BDT 7,569.36 million in FY2021 respectively. For Islamic banking, the bank
also kept the required CRR and SLR amount with surplus standing at BDT 66.37 million and BDT
172.80 million in FY2021 respectively.
Due to the above mentioned interest rate cap imposed by Bangladesh Bank as well as lower
demand for credit due to the ongoing covid-19 pandemic, the net interest income of MDB fell by
a significant 67.69% in FY2020. The bank recovered by exhibiting a 135.47% growth in FY2021 from
the position of 2020.
Although the non-interest income lowered by 12.69% in 2021 the total operating income of the
bank had moderate growth of 13.62%. Despite MDB’s loans & advances growing by 17.35% in
2021, the bank’s interest income from lending activities grew only by 5.47%. In 2021, total
operating income of the bank consisted 63.20% non-interest income and the rest by net interest
income. The cost to income ratio of the bank showed reduced figures according to the decrease
of operating cost compared to operating income in FY2021. The bank’s provision and tax expenses
increased compared to previous year. Eventually, MDB earned lower post-tax profit of BDT 514.02
million in FY2021 from BDT 656.36 million in FY2020 with a negative growth of 21.69%. The primary
contributor of decrease in post-tax profit was higher provision and tax expenses during FY2021.
The Stable rating outlook reflects ECRL's expectations that MDB is likely to maintain its business
growth and consistency and the bank will adopt policies and actions to improve asset quality.
Page | 384
Exhibit 1: Financial Highlights: Midland Bank Limited
FYE 31 December 2021 2020 2019 2018

Total Assets (BDT million) 69,018.91 63,145.97 52,911.16 45,750.80
Total Assets Growth (%) 9.30 19.34 15.65 9.06
Gross Loans (BDT Million) 45,867.48 39,086.67 31,749.64 31,074.67
Gross Loans Growth (%) 17.35 23.11 2.17 13.84
Deposits (BDT Million) 50,730.04 45,067.57 39,500.76 35,592.17
Deposit Growth (%) 12.56 14.09 10.98 3.95
Gross NPL Ratio (%) 3.17 1.16 2.64 1.20
Loan to Deposit Ratio (%) 83.62 82.01 81.64 87.31
Net Interest Income (BDT million) 970.11 411.99 1,275.19 1,212.76
Net Interest Income Growth (%) 135.47 (67.69) 5.15 56.50
Non-Interest Income (BDT million) 1,666.02 1,908.15 1,035.69 1,003.12
Non-Interest Income Growth (%) (12.69) 84.24 3.25 (20.16)
Pre-Tax Profit (BDT million) 1,126.17 959.97 1,051.35 1,106.32
Post-Tax Profit (BDT million) 514.02 656.36 557.41 650.32
Post-Tax Profit Growth (%) (21.69) 17.75 (14.29) (6.00)
Post-Tax ROAE (%) 6.85 8.96 8.24 10.54
CRAR (%) 15.87 17.44 21.13 19.33
FY2018-FY2021 data extracted from Audited Financial Statements
A. BUSINESS DESCRIPTION
A.1. Company Background
Midland Bank Limited (MDB) is a fourth generation bank incorporated on March 20, 2013 under the Companies Act
1994 as a public limited company to carry out all types of banking activities with a paid-up capital of BDT 4,000.00
million that reached to BDT 5,696.70 million as on December 31, 2021 against an authorized capital of 10,000.00
million. The Company was also issued Certificate for Commencement of Business on the same day and was granted
license on April 9th, 2013 by Bangladesh Bank under the Banking Companies Act 1991 and started its banking
operation on June 20, 2013 at the Dilkusha Corporate Branch. The Principal Branch at Banani started its operations
on July 5th, 2013. The Bank has the authority to engage in all forms of commercial banking activities, including money
market operations, company investment activities, financial intermediary services, and any other related financial
services. The Bank operates through its Head Office at 40/7, Gulshan Avenue, Gulshan-2, Dhaka-1212, Bangladesh.
In 2020, MDB launched its Islami Banking Window “MDB Salaam” on April 23, 2020 after getting approval from
Bangladesh Bank. At the same year, the bank received approval from Bangladesh Bank for Off-shore Banking Unit
(OBU) and launched its operation on June 20, 2020.
A.2. Shareholding Structure
9.52%
0.74%
Midland Bank Limited has authorized capital of BDT
10,000.00 million and paid-up capital of BDT 5,696.70
Sponsors/Directors
million as on December 30, 2021. Majority of the share
is held by Sponsors/Directors (89.74%) whereas 9.52% Institution
share is held by individual shareholders and 0.74% by Individuals
institutions respectively. The diagram depicts the
shareholding structure of MDB as on December 31,
2021. 89.74%
Figure 1 Shareholding Structure of MDB
Page | 385
A.3. Market Share
MDB’s loans & advances and deposit position were BDT 45,867.48 million and BDT 50,730.04 million respectively at
the end of 2021. Considering the banking industry as a whole, all scheduled banks’ total loans & advances and
deposit were BDT 12,360,817.00 million and 14,093,426.00 million respectively at the end of December 2021. MDB
contributed 0.37% of market share in terms of loans and advances and 0.36% of market share in terms of deposit at
the end of December 2021.
Figure 2: MDB’s market share by loans & advances Figure 3: MDB’s market share by deposits
Loans and Advances (%) Deposit (%)

0.37% 0.36%
99.63% 99.64%
MDB Other Banks MDB Other Banks
A.4. Products and Services

MDB offers a full range of commercial banking products and services under Retail, SME, Institutional, NRB and
Treasury divisions. Under retail banking the products and services include various types of savings deposits and
schemes, various loan products such as personal, auto and home loan, locker and bill collection services. For small
and medium enterprises, the bank offers a number of loan facilities including IT, Agriculture, Woman entrepreneur,
term loans etc. For Institutional customers, there is export finance, letter of credit, project finance,
syndicated/structured finance, working capital finance, work order finance, factoring/discounting, and other
facilities present. Moreover, the bank offers various savings, FC account services under its NRB banking service. The
treasury of the bank consists of activities in money market, foreign exchange, fixed income investment, corporate
sales, ALM desk and government securities. Besides the above-mentioned products and services, MDB also offers
Agent Banking to the existing and emerging needs of the targeted segment of customers across the country. The
bank provides a number of card services including credit, debit, prepaid cards and internet banking services as well.
The bank also provides Islamic banking through current and savings account, schemes, finances etc.
A.5. Operational Network
The bank's headquarters are located at 40/7, Gulshan Avenue, Gulshan-2, Dhaka-1212, Bangladesh, and it has
branches and agent centers all over the country. Through a Global Network of Foreign Correspondent Banks, the
Bank does international commerce.
Midland Bank Limited has a country-wide network of 35 branches, 13 sub-branches, 51 ATMs, 80 Agent Outlets. The
largest concentration of branches is in the Dhaka (20 branches) region followed by Chattogram region (5 branches),
Rajshahi (3) and Khulna (3). The rest of the branches are in Sylhet (1), Cumilla (1), Rangpur (1), and Mymensingh (1)
division.
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B. INDUSTRY ANALYSIS
B.1. Banking Industry
In total there are sixty-one scheduled banks in Bangladesh who operate under full control and supervision of
Bangladesh Bank which is empowered to do so through Bangladesh Bank Order, 1972 and Bank Company Act, 1991.
Scheduled banks are classified as State Owned Commercial Banks (SOCBs; 06), Specialized Banks (SDBs; 03), Private
Commercial Banks (PCBs; 43) and Foreign Commercial Banks (FCBs; 09). PCBs can be categorized into two groups:
Conventional PCBs (33) and Islami Shariah based PCBs (10). Besides, there are also five Non-Scheduled banks which
are established for special and definite objective and operate under any act but are not scheduled banks. These
banks cannot perform all functions of scheduled banks.
The performances of overall banking sector exhibited a mixed trend at the end of September 2021 (which shall be
referred to as “Q3, 2021”) as reflected in a marginal improvement in non-performing loans (NPLs), a moderation in
capital to risk-weighted asset ratio (CRAR), an increase in the growth of bank’s advances, a decline in provisions
maintained against bad loans, an improvement in profitability, and maintenance of an adequate liquidity. The ratio
of gross NPLs edged down in Q3, 2021 from Q2, 2021 after rising consecutively for the past two quarters, mostly
facilitated by the state-owned commercial banks (SCBs).
B.1.1. Asset Quality

The most important indicator to demonstrate the asset quality is the ratio of gross non-performing loans (NPLs) to
total loans. The ratio of gross NPLs to total loans edged down to 8.12 percent at the end of Q3, 2021 from 8.18
percent at the end of Q2, 2021 and 8.88 percent at the end of Q3, 2020 partly owing to the relaxation of loan
repayment policy due to COVID-19 hit business activities and strengthening loan recovery activities and loan
disbursement screening by the banks.
Exhibit 2: Gross NPL Ratio of Banking Industry (in percentage)
2020 2021
Particulars
Mar Jun Sep Dec Mar Jun Sep
State Owned Commercial Banks 22.82 22.73 22.46 20.90 20.91 20.62 20.07
Specialized Banks (DFI) 15.10 15.92 15.92 13.32 13.36 11.44 11.44
Private Commercial Banks 5.63 5.86 5.56 4.66 5.13 5.44 5.47
Foreign Commercial Banks 5.59 5.49 5.86 3.46 4.13 3.91 4.12
Total 9.03 9.16 8.88 7.66 8.07 8.18 8.12
Source: Banking Regulation and Policy Department (BRPD), Bangladesh Bank
The gross NPLs ratio for SCBs dropped to 20.07 percent at the end of Q3, 2021 from 20.62 percent at the end of Q2,
2021 and 22.46 percent at the end of Q3, 2020. While the ratio of gross NPLs for private commercial banks (PCBs)
and foreign commercial banks (FCBs) inched up to 5.47 percent and 4.12 percent respectively at the end of Q3, 2021
from 5.44 percent and 3.91 percent respectively at the end of Q2, 2021.
Exhibit 3: Required Provision and Provision Maintained by Banks (BDT in Billion)
Particulars Q3, 2020 Q4, 2020 Q1, 2021 Q2, 2021 Q3, 2021
Amount of NPLs 944.4 887.3 950.9 992.1 1011.5
Required Provision 636.4 648.0 680.6 709.5 723.5
Provision Maintained 610.0 646.8 628.1 653.7 661.4
Excess(+)/Shortfall(-) (26.4) (1.2) (52.6) (55.8) (62.0)
Source: Banking Regulation and Policy Department (BRPD), Bangladesh Bank
The above table shows the aggregate amount of NPLs, the required provision and the actual provision maintained
by the banks from Q3, 2020 to Q3, 2021. The table shows that there was provision shortfall against NPLs in the
banking sector over the last five quarters up to Q3, 2021 and provisions maintained against classified loans slipped
further as reflected in widening provisioning shortfall at the end of Q3, 2021.
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B.1.2. Capital Adequacy
Capital adequacy focuses on the overall position of bank's capital and the protection of the depositors and other
creditors from potential losses that a bank might incur. It helps banks to absorb possible losses due to credit, market
and operational risks that a bank might be exposed to during its normal course of business. Under Basel-III, banks in
Bangladesh are instructed to maintain minimum capital requirement (MCR) at 10% of the risk weighted assets (RWA)
and CRAR of 12.50% with capital conservation buffer.
Exhibit 4: Capital to Risk Weighted Ratios by Type of Banks (in percentage)
2020 2021
Particulars
Mar Jun Sep Dec Mar Jun Sep
State Owned Commercial 4.59 6.93 8.25 4.34 6.49 6.82 6.25
Banks
Specialized Banks (DFIs) (33.50) (36.54) (33.73) (32.92) (31.86) (32.16) (34.31)
Private Commercial Banks 13.49 13.31 13.29 13.96 13.44 13.26 13.09
Foreign Commercial Banks 24.66 24.35 25.59 28.24 28.04 28.46 27.10
All Banks 11.35 11.63 11.94 11.64 11.67 11.57 11.22
Source: Department of Off-site Supervision, Bangladesh Bank
Although the capital to risk-weighted assets ratio (CRAR) moderated to 11.22 percent at the end of Q3, 2021 from
11.57 percent at the end of Q2, 2021, overall capitalization of the banking system remained above the Basel-III
standard. The CRAR of SCBs, PCBs and FCBs went down to 6.25 percent, 13.09 percent and 27.10 percent respectively
at the end of Q3, 2021 from 6.82 percent, 13.26 percent and 28.46 percent respectively at the end of Q2, 2021.
B.1.3. Credit and Deposit Scenario
The growth of credit to private sector was close to 9 percent for last several quarters but crept slightly up at the end
of Q3, 2021 increased to 8.8 percent at the end of Q3, 2021 as compared to 8.3 percent at the end of Q2, 2021. With
the reopening of economic activities and economic recovery, it is expected that demand for credit would get further
momentum in coming quarters.
Exhibit 5: Credit and Deposit growth of Scheduled Banks (In percent)
Year-on-year growth of Year-on-year growth of
Advance Deposit Ratio
deposit (excluding advances (excluding
Particulars (ADR)
interbank)* interbank)
Sep 21 Jun 21 Sep 21 Jun 21 Sep 21 Jun 21
SCBs 21.6 20.9 14.7 10.5 54.8 53.7
PCBs 9.1 11.7 9.9 8.4 80.2 79.9
FCBs 4.3 4.8 7.4 (4.2) 54.0 51.6
SBs 22.0 16.9 10.2 13.3 70.5 73.9
All 12.3 13.8 10.7 8.5 72.1 71.6
Source: Bangladesh Bank.
*Adjusted deposit growth of ADR
The growth of bank’s advances exhibited an upward trend since Q2, 2021 reaching at 10.7 percent (y-o-y) in Q3,
2021 from that of 8.5 percent in Q2, 2021, reflecting the gradual increase of demand for credit owing to the
reopening of the economic activities. While the growth of bank’s deposit further decelerated to 12.3 percent in Q3,
2021 from that of 13.8 percent in Q2, 2021, partly due to a sudden fall in remittance inflows accompanied by a sharp
rise in family expenditure following a recovery after the pandemic. Consequently, the overall advance-deposit ratio
(ADR) rose to 72.1 percent at the end of Q3, 2021 from 71.6 percent at the end of Q2, 2020 and remained broadly
stable.
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B.1.4. Lending rate structure by type of bank and interest spread
Exhibit 6: Credit and Deposit Position of Scheduled Banks (In percent)
Lending Rate Deposit Rate Spread
Particulars
As on September 2021
SCBs 6.5 4.2 2.3
SBs 7.2 5.8 1.4
FCBs 5.9 0.9 5.0
PCBs 7.5 4.2 3.3
Source: Bangladesh Bank.
Lending rates for PCBs and FCBs show a declining trend during COVID-19 period, while that for SCBs and SBs
remained stable before and during the pandemic period. The rates for SCBs, SBs, FCBs and PCBs registered at 6.5
percent, 7.2 percent, 5.9 percent and 7.5 percent, respectively in September 2021, reflecting that the rate was
mostly driven by market forces and essay monetary policy. Similar to the trend of lending rates, weighted average
deposit rates for PCBs and FCBs show a declining trend during COVID-19 period, while that for SCBs and SBs remained
stable before and during the pandemic period. The rates for SCBs, SBs, FCBs and PCBs registered at 4.2 percent, 5.8
percent, 0.9 percent and 4.2 percent, respectively in September 2021. Following the imposition of lending rate cap,
the spread between lending and deposit rates was lower in the COVID-19 pandemic period than the pre-pandemic
period. The spread declined from 4.1 percent in March 2020 to 3.2 percent in July 2021 for banks by all types,
reflecting a discipline in operational costs and risk premiums. The spread reduced from 2.4 percent, 2.0 percent, 6.6
percent and 4.4 percent in March 2020 to 2.3 percent, 1.4 percent, 5.0 percent and 3.3 percent for SCBs, SBs, FCBs
and PCBs, respectively in September 2021.
B.1.5. Liquidity Position of Banks
The surplus liquidity in the banking sector moderated to BDT 2,195.9 billion at the end of Q3, 2021 owing to higher
credit growth, decelerated deposit growth and the mopping up of some liquidity through foreign exchange market
intervention. In the presence of huge amount of surplus liquid assets in the economy, the BB mopped up some
excess liquidity from the banking system in Q3, 2021, aiming to control price pressures and maintain the money
markets stability. On the other hand, it is expected that since the economic activities are being rebounded in recent
periods after a significant improvement of COVID-19 situation in the country, it would subsequently ease the
pressure on excess liquidity, increasing private sector credit growth by strengthening economic activities. Currently
adequate liquidity exists in the banking system, sufficient enough to absorb credit demand.
Exhibit 7: Liquidity Position of the Scheduled Banks (In billion BDT)
As of end- September, 2021
CRR SLR
Balance with Excess SLR eligible Excess
Bank Required Required
BB in local (+)/Shortfall liquid assets (+)/Shortfall
Reserves Liquidity
currency (-) in reserve of banks** (-) of SLR
SCBs 158.0 181.5 23.5 509.0 1,496.2 987.2
SBs* 15.2 15.4 0.2 0.0 0.0 0.0
PCBs 255.8 287.3 31.5 839.8 1,486.2 646.4
Private 144.3 410.2 265.9 199.2 550.9 351.7
Banks
FCBs 29.3 56.0 26.7 108.2 319.0 210.8
All 602.5 950.4 347.9 1,656.3 3,852.2 2,195.9
Source: Bangladesh Bank
* SLR does not apply to specialized banks as exempted by the Government
**Includes cash in tills, balance with BB in foreign currency, balance with Sonali Bank as an agent of BB, unencumbered approved securities and
excess reserve
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B.1.6. Profitability by the type of Banks
Exhibit 8: Profitability ratios by the type of banks (in percentage)
Return on Asset (ROA)* Return on Equity (ROE)*
Types of Bank 2020 2021 2020 2021
Sep Dec Mar Jun Sep Sep Dec Mar Jun Sep
State Owned
Commercial (0.01) (1.07) (0.03) 0.13 (0.01) (0.18) (29.57) (0.62) 2.94 (0.14)
Banks
Specialized Banks
(3.50) (3.01) (2.89) (3.20) (3.47) (15.47) (13.85) (13.17) (14.41) (15.41)
(DFI)
Private
Commercial 0.60 0.70 0.61 0.68 0.66 8.96 10.22 8.87 10.12 10.01
Banks
Foreign
Commercial 2.15 2.13 1.46 1.48 1.31 12.69 13.10 9.08 9.26 8.40
Banks
All Banks 0.45 0.25 0.42 0.50 0.44 7.22 4.28 6.70 8.26 7.42
Source: Department of Off- site supervision, Bangladesh Bank;
*All are annualized except the quarter of December.
Profitability of the banking sector improved in Q3, 2021 compared with Q3, 2020, as reflected in an uptick in return
on equity (ROE). This uptick in ROE stemmed partly due to a fall in interest expenditure and a rise in non-interest
income, and profit earning from capital market. Net profit of the banking industry increased from BDT 65.82 billion
in Q3, 2020 to BDT 72.29 billion (of which BDT 5.13 billion from capital market in Q3, 2021 against BDT 1.39 billion
in Q3, 2020 in Q3, 2021. Return on equity (ROE) rose to 7.42 percent in Q3, 2021 from 7.22 percent in Q3, 2020,
while return of asset (ROA) remained almost unchanged at 0.44 percent. The profitability of PCBs witnessed a
marginal improvement, both ROA and ROE increased from 0.60 percent and 8.96 percent in Q3, 2020 to 0.66 percent
and 10.01 percent Q3, 2021 respectively. Moreover, ROE of SCBs improved marginally to (0.14) percent in Q3, 2021
from that of (0.18) percent during the same time of the previous year while ROA remained unchanged at (0.01)
percent. In addition, ROA and ROE of FCBs decelerated to 1.31 percent and 8.40 percent Q3, 2021 from 2.15 percent
and 12.69 percent respectively Q3, 2020.
C. BUSINESS RISK ANALYSIS

Risk is an integral part of financing business and thus every financial institution is exposed to risk of different type
and magnitude. So, the prime responsibility of every financial institution is to manage its risk such that its return
from business can be maximized. Banks are exposed to five core risks through their operation, which are Credit Risk,
Asset/Liability Risk, Foreign Exchange Risk, Internal Control & Compliance Risk, Money Laundering Risk, and
Information & Communication Technology Security Risk.
C.1. Impact of COVID-19 pandemic
The pandemic affected the banking industry in many aspects both in short term and long term. Among various risks,
credit risk and liquidity risk has shaken the industry mostly. The Non-performing Loan (NPL) of the Bank is prone to
rise to a new level due to this pandemic. The credit worthiness of the existing borrower may deteriorate which can
undermine the possibility of repayment of loan.
In the early months of the pandemic, Bangladesh Bank (BB) undertook a number of measures to ensure adequate
liquidity in the financial system to support the operations of financial institutions. Accordingly, BB announced to buy
treasury bonds and bills from banks; lowered REPO rates from 5.25% to 4.75%; reduced Cash Reserve Ratio (CRR)
from 5% to 3.50% (daily-basis) and from 5.50% to 4% (bi-weekly basis) from April 15, 2020; increased advance-
deposit ratio (ADR) for all the conventional banks from 85% to 87%, effective from April 15, 2020; increased
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investment deposit ratio (IDR) for Islami Shariah-based banks and the conventional banks operating under Islamic
Shariah rules from 90% to 92%, effective from April 15, 2020. The central bank also decided to put restrictions on
loan classification in 2020 and 2021. These loan classifications are being lifted slowly currently and banks are seeing
an increase in non-performing loans.
C.2. Credit Risk
Credit risk is one of the most vital risks for any commercial bank as like Midland Bank Limited. Credit risk arises from
non performance by a borrower. It may arise from either an inability or an unwillingness to perform in the pre-
commitment contracted manner. The real risk from credit is the deviation of portfolio performance from its expected
value. The credit risk of a bank also affects the book value of a bank. The more credit of a particular is in risk, the
more probability of a bank to be insolvent. Therefore, the status of depositor in the bank is at risk and probability of
incurring loss from their deposited value.
At MDB, credit risk is documented under credit risk policy, credit risk appetite, collective allowance policy for
performing loans. The exposure to a single customer or group of related parties, country risk and industry
concentrations are considered in credit risk management.
C.3. Asset Liability Management Risk
Asset Liability Management (ALM) is an integral part of Bank Management; and so it is essential to have a structured
and systematic process to manage the Balance Sheet risk properly. RMC of MDB reviews and monitors asset-liability
risk of the bank regularly and decision taken in the ALCO meeting is also reviewed and discussed. The bank has
dedicated committee called “ALCO” comprising of the senior management of the bank headed by the Managing
Director & CEO to take important decisions related to the balance sheet, liquidity & profit rate risks of the bank.
C.3.1. Liquidity Risk
Liquidity risk is the potential for loss to a bank arising from either its inability to meet its obligations as they fall due
or to fund increases in assets without incurring unacceptable cost or losses. Liquidity risk arises when the cushion
provided by the liquid assets are not sufficient enough to meet maturing obligations. Liquidity risk is often triggered
by the consequences of other financial risks such as credit risk, interest rate risk, foreign exchange risk, etc. MDB’s
Asset Liability Committee (ALCO) is entrusted with the responsibility of managing the liquidity risk.
C.3.2. Interest Rate Risk
Interest rate risk is the possible loss from adverse movements in market interest rates. Changes in interest rates
affect a bank’s earnings by changing its net interest income and the level of other interest-sensitive income and
operating expenses. At MDB, interest risk is reduced by determining interest rate in consideration to the expectation
of the depositors and market scenario and gap analysis is considered for fixing the interest rate.
C.3.3. Foreign Exchange Risk
Foreign exchange risk is the current or prospective risk to earnings and capital arising from adverse movements in
currency exchange rates. Managing foreign exchange risk involves prudently managing foreign currency positions in
order to control, within set parameters, the impact of changes in exchange rates on the financial position of the
bank. MDB has a developed and structured Foreign Exchange Risk Manual and an international standard dealing
room manual. In order to mitigate the risk, the bank follows all kinds of guidelines and directive that central bank
advises from time to time. The treasury carries out the activities of foreign exchange as per procedures of dealing
room manual.
C.4. Operational Risk
Bangladesh Bank defines operational risk as the risk of loss resulting from inadequate or failed internal processes,
people and systems or from external events. This operational risk also includes legal risks but not strategic and
reputational risks.
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C.4.1. Anti Money Laundering Policy
Money laundering risk refers to acquired or earned properties directly or indirectly through illegal means. In broader
sense, illegal transfer, conversion, concealment of location or assistance in the above act of the properties acquired
or earned directly or indirectly through legal or illegal means. So Anti Money Laundering risk is defined as the loss of
reputation and expenses incurred as penalty for being negligent in prevention of money laundering activities.
Anti-Money Laundering Division of MDB has taken measures to identify challenges, good practices and policy
responses to new threats and trends arising from the pandemic crisis. Emerging sophisticated techniques of moving
illicit money are compelling the financial intermediaries to make their compliance program more rigorous. MDB has
equipped itself by deploying robust and extensive Policy Guidelines, imparting comprehensive training of human
resources to build human capital and gradually moving into embracing world class technology tools to protect the
bank and make the business more sustainable.
C.4.2. Internal Control and Compliance (ICC)
In many banks internal control is identified with internal audit; the scope of internal control is not limited to audit
work. It is an integral part of the daily activity of a bank, which on its own merit identifies the risks associated with
the process and adopts a measure to mitigate the same. It plays an important role in preventing and detecting fraud
and protecting the organization’s resources. At the organization level, internal control objectives relate to the
reliability of financial reporting, timely feedback on the achievement/strategic goals, and compliance with laws and
regulations.
At MDB, the board of directors is responsible for approving overall business strategies and significant policies of the
banks, setting acceptable level for these risks and ensuring that senior management takes necessary steps to
identify, measure, monitor and control these risks. The board also approves effective internal control system that
requires setting an appropriate control structure with control activities defined at every business level. These include
review by top level management, appropriate activity controls for different departments/divisions, physical control,
checking for compliance with exposure limits and follow-up on non-compliance, a system of approvals and
authorization, and a system of verification and reconciliation thereon.
C.4.3. Information & Communication Technology (ICT) Security System
Risks surrounding IT, such as network failure, lack of skills, hacking and viruses and poor system integration have the
potential to have a negative impact on a Bank. MDB is evolving its business processes by leveraging innovative
technologies e.g. internet for faster and documented communication between the divisions, department and
branches and also with the clients. This facilitates faster identification of any deviant activities risk and as well as
faster delivery of our services. To mitigate such risk, MDB has adequate professional skilled manpower and also
upgrade its technology.
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D. FINANCIAL ANALYSIS
D.1. Asset Composition & Trends
Exhibit 9: Selected Indicators for MDB
FYE 31 December 2021 2020 2019 2018

Total Asset (BDT Million) 69,018.91 63,145.97 52,911.16 45,750.80
Asset Growth (%) 9.30 19.34 15.65 9.06
Gross Loans (BDT Million) 45,867.48 39,086.67 31,749.64 31,074.67
Gross Loans Growth (%) 17.35 23.11 2.17 13.84
Investments (BDT Million) 14,979.91 14,633.00 12,709.77 6,725.59
Investments Growth (%) 2.37 15.13 88.98 16.41
NPLs (BDT Million) 1,455.05 452.79 838.35 374.26
NPLs Growth (%) 221.35 (45.99) 124.00 (18.21)
Gross Loans to Total Assets (%) 66.46 61.90 60.01 67.92
NPL Ratio (%) 3.17 1.16 2.64 1.20
Net NPLs to Net Loans (%) (0.68) (1.97) (0.05) (0.73)
Loan Loss Reserve Coverage to NPLs (%) 75.45 173.19 88.39 151.38
NPLs to Equity & Loan Loss Reserve (%) 17.11 5.39 10.78 5.31
The onset of the COVID-19 pandemic in 2020-2021 has had a significant impact on the country's economy. The
government of Bangladesh has implemented a number of stimulus programs to help businesses weather the storm.
Non-performance of loans as well as the interest rate cap has put the country's banking sector under significant
strain in 2020-2021. MDB’s total asset base has been growing year on year in the FY2018 – FY2021 period. The bank
continued growing in the midst of the pandemic as depicted by the 19.34% growth of total asset in FY2020 which
further grew by 9.30% at the end of FY2021. The growth was a result of improvement in the primary component of
the total asset which is loans and advances growing by 17.35% in FY20201.
D.1.1. Asset Quality
The growth rate of gross loans and advances portfolio of MDB has fluctuated over the previous four-year period.
Even though the COVID-19 pandemic and interest rate cap has lowered the growth on loans and advances in 2020-
2021 of the banking industries, MDB showed good growth of 23.11% in FY2020 and further 17.35% growth by the
end of 2021. In FY2021, the bank’s loans and advances portfolio reached BDT 45,867.48 million from BDT 39,086.67
million of FY2020, raising by 17.35%. The improvements to loans portfolio have been mostly aided by the increasing
term loan portfolio in 2021. Notably, this may be a result of increasing outstanding liabilities being accumulated due
to the loan repayment relaxation in 2020 and 2021 by the central bank’s directives.
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Figure 4: Selected Indicators of MDB
50,000.00 4.00
45,000.00
40,000.00
BDT Million
3.00
35,000.00
30,000.00
25,000.00 2.00
20,000.00
15,000.00
1.00
10,000.00
5,000.00
- -
2018 2019 2020 2021
Gross Loans Gross NPL Ratio (%)
At the same time, banks of the country focused more on their investment portfolio to counter interest rate cap and
the ease of interest payment for borrowers due to the pandemic. Investment portfolio of MDB had continuous
healthy growth in the 2018-2020 period, however, the growth slowed down considerably in FY2021 showing a
minimal 2.37% uplift.
Notably, there was a significant 221.35% increase of NPL of MDB during FY2021 that showed the highest NPL amount
of BDT 1,455.05 million among the FY2018-FY2021 period. The performance of loans deteriorated after the loan
downwards classification as well as relaxation on loan payments regulations was redacted in 2021 and many
businesses still struggled to make repayments on schedule. The gross NPL in FY2021 consisted of 21.56% sub-
standard, 40.42% doubtful, 38.02% bad loss loans. Trend wise, the bank had larger dependency on the bad loss loan
in its non-performing loan over the previous years. However, the portions of sub-standard and doubtful loans have
increased in the NPL portfolio in 2021. The NPL to gross loan ratio increased to 3.17% in FY2021 from 1.16% in
FY2020.
The banks provision coverage ratio has descended in FY2021 compared to the previous three years. Loan loss reserve
of the bank covered 75.45% of the total NPL in FY2021 against a significantly higher 173.19% in FY2020 indicating
worsened safety against potential losses arising from the NPLs in future. The bank has maintained BDT 1,097.80
million provisions against classified and unclassified loans and advances with no surplus/shortfall in the latest year.
Figure 5: Selected Indicators of MDB
1,600.00 -
1,400.00
(0.50)
BDT Million
1,200.00
1,000.00 (1.00)
800.00
600.00 (1.50)
400.00
(2.00)
200.00
- (2.50)
2018 2019 2020 2021
Gross NPLs Loan Loss Reserves Net NPL Ratio (%)
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D.1.2. Loan Diversification and Concentration
MDB’s loan portfolio is diverse with concentration in different sectors of the economy divided into RMG, Textile,
Manufacturing Industry, SME loans, Construction, Trade Service, NBFIs and Others. The industry wise concentration
shows that loans and advances portfolio was led by uncategorized manufacturing Industry (28.29%) followed by
Trade Service (16.18%) and construction loans (9.37%) by the end of FY2021.
Short term loans comprise of the majority (63.26%) of the total loans and advances base in 2021 which is a stable
trend among the FY2018-FY2021 periods. While geographically, only 2.23% of the bank’s loans are in rural areas and
the remaining 97.77% loans are in urban areas at the end of FY2021. Among the total portfolio, the highest
concentration of loans is in the Dhaka division (87.24%) followed by Chattogram division (11.74%).
Figure 6: Industry-wise distribution of loans & advances of MDB
Others
NBFIs
Capital Market
Consumer credit
Residential real estate financing
Commercial real estate financing
Trade Service
Transport, Storage and Communcation
Power, Gas 2019
Construction 2020
SME loans
2021
Other Manufacturing Industry
Ship Breaking
Ship Building
Textile
RMG
Agriculture
- 5,000.00 10,000.00 15,000.00
BDT Millions
D.1.3. Rescheduled and Written-Off Loans

In FY2021, the bank had rescheduled a total of BDT 2,193.18 million under 27 accounts which was BDT 832.54 million
under 10 accounts by the end of FY2020. The rescheduled amount showed a significant growth in FY2021 from the
FY2020 which might have been an effect of the restriction imposed during 2020 that was also extended with terms
and conditions till December 2021 that classification status of loans will not be downgraded. In 2021, the
rescheduled loans represented 4.78% of the total loan portfolio while it was 2.13% in the FY2020. MDB has not
written off any loans in the FY2020 and FY2021. At the end of the FY2021, the NPLs, rescheduled loans and written-
off loans together represented 7.95% of the loan book of the bank from 3.29% in the same time previous year.
D.1.4. Large Loan Exposure
MDB has high exposure to its large loan portfolio. The bank’s exposure to large loans (funded and non-funded
together exceeding 10% of bank’s capital) has increased by the end of FY2021 from a year ago. The number of such
large loan accounts was BDT 22,922.29 million (49.98% of total loans) in FY2021 in contrast to BDT 18,642.61 million
in FY2020 (47.70% of total loans).
The top 30 credit exposure (funded and non-funded together) of the bank reached to BDT 22,863.52 million (49.85%
of total loans) in FY2021 which was BDT 20,041.56 million in FY2020 (51.27% of total loan).
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D.1.5. Off-Balance sheet exposure
The off-balance sheet contingent liabilities of MDB have stood at BDT 12,300.02 million in FY2021. As a percentage
of total assets, the off-balance sheet items were 17.82% in FY2021. The off-balance sheet items consist of
acceptances and endorsements, letters of guarantee, letters of credit and bills for collection which covers 23.93%,
41.72%, 23.66%, 10.69% of total off-balance sheet contingent liabilities in FY2020.
D.2. Capital Adequacy
Exhibit 10: Selected indicators of MDB
FYE 31 December 2021 2020 2019 2018
Tier-I Capital (BDT Million) 7,379.82 7,313.16 7,018.26 6,481.35
Total Capital (BDT Million) 8,132.78 7,987.70 7,527.26 6,942.27
Risk Weighted Assets (BDT Million) 51,240.21 45,800.36 35,624.18 35,908.76
Tier-I Ratio (%) 14.40 15.97 19.70 18.05
CRAR (%) 15.87 17.44 21.13 19.33
As per the regulatory requirement directed by the Bangladesh Bank under the Basel - III, every bank has to maintain
a minimum capital requirement with capital conservation buffer of 12.50% in total from which minimum required
Tier-1 capital ratio of 6.00%. In the years under review, both the Tier-I or core capital and Tier-II or supplementary
capital of the bank have increased consecutively from the preceding years.
Total capital (Tier-I and Tier-II) of the bank stood at BDT 8,132.78 million in FY2021 which was BDT 7,987.70 million
in FY2020 growing by 1.82%. At the same time, the risk weighted asset of the Bank has seen a growth of 11.88%
standing at BDT 51,240.21 million. Tier-I capital was almost stable with growth of 0.91% in FY2021 which was lower
than the growth of risk weighted assets that eventually lowered the Tier-1 ratio marginally in 2021 from the
preceding year.
Similarly, the CRAR had a downfall to 15.87% from 17.44% in FY2020. However, the bank comfortably exceeded the
minimum capital requirement of 12.50% in both times. The bank had a surplus capital of BDT 1,727.75 million by the
end of FY2021.
Figure 7: Capital Adequacy Position of MDB
25.00%
21.13%
Regulatory Tier-I Requirement Regulatory CAR Requirement
19.33%
17.44% 20.00%
19.70% 15.87%
18.05%
15.00%
15.97%
14.40%
10.00%
5.00%
0.00%
2018 2019 2020 2021
Capital Adequacy Ratio (%) Tier-I Ratio (%)
Page | 396
D.3. Funding and Liquidity
Exhibit 11: Selected indicators of MDB
FYE 31 December 2021 2020 2019 2018
Deposits (BDT Million) 50,730.04 45,067.57 39,500.76 35,592.17
Deposit Growth (%) 12.56 14.09 10.98 3.95
Loan to Deposit (%) 83.62 82.01 81.64 87.31
Net Loans to Stable Funding Base (%) 114.85 102.07 89.24 98.16
Net Loans to Customer Deposits (%) 86.95 84.06 78.22 85.63
Deposits to Total Funding (%) 73.50 71.37 74.65 77.80
Interbank Liabilities to Total Funding (%) 10.31 9.62 6.56 3.37
D.3.1. Fund Management

Generally, banks are mostly funded by deposits. For MDB, the bank’s deposits accounted for 73.50% of the total
funding base at the end of FY2021 followed by equity of 10.73%, interbank liabilities covering 10.31% and the rest
covered by other liabilities. MDB’s deposit base has improved by 12.56% in 2021 which had been increasing over the
previous three years as well. The deposit base of the MDB consists of 53.61% fixed deposits and the rest is covered
by current deposit (13.58%), savings deposit (8.75%), bills Payable (0.62%), Short notice deposit (14.58%) and deposit
schemes (8.86%) in FY2021. This pattern of deposit composition has been stable over the 4 year period shown here.
The bank has kept its ADR ratio within the regulatory requirement of Bangladesh Bank within 87% during FY2021
and scored 83.62% in the loan to deposit ratio. The net loans were 114.85% of the stable funding base in 2021 which
was higher than previous year due to increased loan portfolio in recent year. During the year 2020, MDB has
disbursed a total of BDT 2,074.03 million loan under stimulus facilities and BDT 1,964.76 in FY2021.
Figure 8: Selected indicators of MDB
60,000.00 88.00
87.00
50,000.00 86.00
BDT Million
40,000.00 85.00
84.00
30,000.00 83.00
82.00
20,000.00 81.00
10,000.00 80.00
79.00
- 78.00
2018 2019 2020 2021
Loans & Advances 31,074.67 31,749.64 39,086.67 45,867.48
Customer Deposits 35,592.17 39,500.76 45,067.57 50,730.04
Loan to Deposit (%) 87.31 81.64 82.01 83.62
D.3.2. Liquidity Management

Bangladesh Bank’s regulatory requirement states Statutory Liquidity Reserve (SLR) of 13.00% and Cash Reserve
Requirement (CRR) of 4.00% are to be maintained by conventional banks operating in Bangladesh. MDB has been
maintaining Cash Reserve Ratio (CRR) and Statutory Liquidity Requirement (SLR) in line with Bangladesh Bank
requirement.
For conventional banking, the CRR and SLR requirement of MDB in FY2021 was BDT 1,651.52 million and BDT
5,372.30 million as on December 31, 2021. The bank kept the required amount with surplus CRR and SLR stood at
BDT 215.63 million and BDT 7,569.36 million in FY2021 respectively.
Page | 397
For Islamic banking, the CRR and SLR requirement of MDB in FY2021 was BDT 70.05 million and BDT 96.32 million as
on December 31, 2021. The bank kept the required amount with surplus CRR and SLR stood at BDT 66.37 million and
BDT 172.80 million in FY2021 respectively.
D.4. Earning Trends and Profitability
Exhibit 12: Selected Indicators of MDB
FYE 31 December 2021 2020 2019 2018
Net Interest Income (BDT Million) 970.11 411.99 1,275.19 1,212.76
Net Interest Income Growth (%) 135.47 (67.69) 5.15 56.50
Non-Interest Income (BDT Million) 1,666.02 1,908.15 1,035.69 1,003.12
Non-Interest Income Growth (%) (12.69) 84.24 3.25 (20.16)
Pre-Provision Profit (BDT Million) 1,570.90 1,217.83 1,268.52 1,241.51
Pre-Tax Profit (BDT Million) 1,126.17 959.97 1,051.35 1,106.32
Post-Tax Profit (BDT Million) 514.02 656.36 557.41 650.32
Post-Tax Profit Growth (%) (21.69) 17.75 (14.29) (6.00)
Post - Tax ROAE (%) 6.85 8.96 8.24 10.54
Interest Spread (%) 3.35 2.99 5.47 5.20
Net Interest Margin (%) 1.65 0.80 2.90 3.09
Cost to Income Ratio (%) 40.41 47.51 45.11 43.97
In FY2020, primarily for implementation of interest rate cap imposed by Bangladesh Bank as well as lower demand
for credit due to the ongoing covid-19 pandemic, the net interest income of MDB fell by a significant 67.69% in
FY2020. On the other hand, the bank experienced a 135.47% growth in FY2021 from the position of 2020. However,
the non-interest income has lowered by 12.69% in 2021. Cumulatively, the total operating income of the bank had
moderate growth of 13.62% in FY2021.
Despite MDB’s loans & advances growing by 17.35% in 2021, the bank’s interest income from lending activities grew
only by 5.47% and the interest paid on deposits decreased by 15.46%. In 2021, total operating income of the bank
consisted 63.20% non-interest income that was 82.24% in FY2020. The reduction of non-interest income was mostly
due to lower investment income. Moreover, commission, fees and exchange earning have also decreased during the
year due to lower earnings from foreign exchange.
Figure 9: Selected indicators of MDB
2,500.00 6.00
2,000.00 5.00
4.00
1,500.00
BDT Million
3.00
1,000.00
2.00
500.00 1.00
0.00 0.00
2018 2019 2020 2021
Net Interest Income 1,212.76 1,275.19 411.99 970.11
Non-Interest Income 1,003.12 1,035.69 1,908.15 1,666.02
Interest Spread (%) 5.20 5.47 2.99 3.35
Net Interest Margin (%) 3.09 2.90 0.80 1.65
MDB’s operating expenses decreased by 3.36% in 2021 to stand at BDT 1,065.22 million. The cost to income ratio of
the bank showed reduced figures according to the decrease of operating cost compared to operating income. As a
result, the bank exhibited 28.99% improvement of profit before provision in FY2021. In FY2021, the bank’s provision
and tax expenses increased compared to previous year. Eventually, MDB earned lower post-tax profit of BDT 514.02
Page | 398
million in FY2021 from BDT 656.36 million in FY2020 with a negative growth of 21.69%. The primary contributor of
decrease in post-tax profit was higher provision and tax expenses during FY2021 despite higher profit before
provision and tax expenses. The net interest margin of the bank was calculated at 1.65% increasing from 0.80% in
the previous year.
Figure 10: Selected indicators MDB
1,800.00
1,600.00
1,400.00
1,200.00
BDT Million
1,000.00
800.00
600.00
400.00
200.00
0.00
2018 2019 2020 2021
Pre-Provision Profit Post-Tax Profit Post - Tax ROAE (%)
E. MANAGEMENT AND OTHER QUALITATIVE FACTORS

E.1. Corporate Governance
Midland Bank is dedicated to the highest standards of corporate governance, defined as responsible and transparent
management and control targeted at long-term wealth generation. The guiding principles of corporate governance
are considered from Bangladesh Bank and Bangladesh Securities & Exchange Commission (BSEC) regulatory
standards. MDB's corporate governance is influenced by a variety of internal rules, policies, procedures, application,
and experience based on preferred governance systems implemented by local and worldwide financial
organizations, in addition to regulatory and legal requirements.
The board of directors of the bank comprises of 20 directors including the Managing Director as ex-officio member.
The Chairman and eighteen other Directors are Non-Executive Directors and only the Managing Director & CEO is
an Executive Director. There are 2 independent directors among the Non-Executive Directors of the board. The board
The board is chaired by Mrs. Nilufer Zafarullah. She was an Honourable Member of 9th and 10th National Parliament
of Peoples Republic of Bangladesh. Mrs. Nilufer Zafarullah provided her services to improve legal, political,
economics, health and professional status of woman at the global and local levels. As the Chief of the Board, the
Chairman ensures that there is effective communication with stockholders and promoted compliance with the
highest standards of corporate governance.
Mr. Md. Ahsan-uz Zaman is the Managing Director & CEO of Midland Bank Limited (MDB). He has diversified banking
experience, having worked at home and abroad. Mr. Md. Ahsan-uz Zaman completed his MBA from the Institute of
Business Administration of University of Dhaka. The Managing Director is responsible for implementation of agreed
strategy. The board has delegated powers to the Managing Director in accordance with the Bank Companies Act
1991 and Bangladesh Bank recommendations for the seamless operation of the bank as well as effective day-to-day
management. Being the head of the management, the Managing Director is accountable to the Board and its
Committees to run and manage the Bank.
MDB has formed three committees of the Board which are discussed below.
Page | 399
E.1.1. Executive Committee
The Executive Committee of the MDB consists of 7 members and is headed by Mr. Rezaul Karim. The committee
reviews the policies and guidelines issued by the Bangladesh Bank regarding credit and other operations of the
banking industry. The Executive Committee of the Board approves the credit proposals as per approved policy of the
Board. The management ensures due diligence of the credit policy and risk management at the time of submitting
the credit proposals.
E.1.2. Audit Committee
The Audit Committee of MDB is comprised of 5 members of the BoD and is chaired by Mr. Nazimuddin Chowdhury.
The committee meets with external auditor and provides them recommendations on overall audit plan. They review
the quarterly financial and approve Quarterly, Half Yearly and Annual financial reports of the bank. This Audit
Committee also meets the Head of Internal Control & Compliance and Head of Internal Auditor of the Bank to review
their charter, scopes of work and the organizational structure.
E.1.3. Risk Management Committee
Apart from the Executive committee and Audit Committee of the Board, a Risk Management Committee has been
formed which is responsible for planning and guiding on overall risk management of the bank. This committee
consists of 4 members of the BoD and is chaired by Mr. Ahsan Khan Chowdhury. This committee’s prime
responsibilities are to design mechanism to determine and control risks, to prepare organizational structure, to
review and approve risk management policy, to implement data preservation and reporting system, to supervise the
status of implementation of all risk management principles, to ensure compliance on directives issued from
regulatory bodies from time to time.
E.2. Senior Management
The strategic management activities and overall business operations of MDB are supervised and directed by the
Managing Director, Mr. Md. Ahsan-uz Zaman. MDB is being functioned with a highly professional management team.
The senior management team comprises 12 members.
Apart from functional departments, several Management committees have been formed to handle the banking
operation such as Investment committee, Asset Liability Committee (ALCO), Risk Management Committee, Credit
Committee, Anti-Money Laundering Compliance Committee and others.
E.3. Human Resource Management
MDB believes human capital is no less important than monetary capital so it prioritizes to build up sound professional
manpower considering present and emerging requirements. The bank also puts importance on motivational aspects
to exact best possible performance output by unleashing the potentialities of employees. At the end of 2021, the
bank’s total number of employees was 711 including 464 permanent, 225 contractual and 22 on probation staff.
Page | 400
CORPORATE INFORMATION
Board of Directors
Mrs. Nilufer Zafarullah Chairman
Mr. Md. Shamsuzzaman Vice-Chairman
Master Abul Kashem Director
Mr. Dr. Kazi Shahidullah Director
Mr. Kazi Omar Zafar Director
Mr. Mohammed Jamal Ullah Director
Mr. Ahsan Khan Chowdhury Director
Mr. Rezaul Karim Director
Mr. A.K.M. Badiul Alam Director
Mr. Md. Kamal Hossain Director
Mrs. Lutfa Begum Director
Mr. Hafizur Rahman Sarker Director
Mr. Abdul Momin Mondol Director
Mr. Kazi Raihan Zafar Director
Dr. Mostafizur Rahman Director
Ms. Anushka Mehreen Zafar Director
Mr. Md. Wahid Miah Director
Mr. Mahbubul Hady Fazle Rab Independent Director
Mr. Nazimuddin Chowdhury Independent Director
Mr. Md. Ahsan-uz Zaman Managing Director & CEO
Senior Management Team
Mr. Md. Ahsan-uz Zaman Managing Director & CEO
Mr. Md. Zahid Hossain Deputy Managing Director & Chief Risk Officer
Mr. Mohd. Javed Tarek Khan Senior Executive Vice President, Head of Institutional Banking
Mr. Md. Zahirul Islam FCA Senior Executive Vice President & Head of Financial Administration
Mr. Khondkar Towfique Hossain Executive Vice President & Head of International Division & NRB
Mr. Md. Nazmul Huda Sarkar Executive Vice President & CTO, Head of Information Technology
Mr. Mostafa Sarwar Senior Vice President, Head of CRM Division
Mr. Md. Rashed Akter Senior Vice President, Head of Retail Distribution Division
Mr. Mohammad Syejuddin Ahmmed Vice President & Head of ICCD
Mr. Nazmul Ahsan Vice President & Head of Treasury & Market Risk (Front)
Mr. Tapash Chakraborty Vice President & Head of HRD
Mr. Khalid Mohammad Sharif Vice President, Company Secretary
Shareholders
Sponsors/Directors 89.74%
Institution 0.74%
Individuals 9.52%
Auditors
A. Qasem & Co.
Gulshan Pink City Level # 7 Plot # 15, Road # 103 Gulshan, Dhaka-1212 Bangladesh.
Corporate Head Office
N.B. Tower (Level 6 to 9)
40/7, Gulshan North Avenue
Gulshan-2, Dhaka – 1212 Bangladesh
Web: www.midlandbankbd.net
Email: info.mdb@midlandbankbd.net
Page | 401
Page | 402
SECTION: XXVIII PUBLIC ISSUE APPLICATION PROCEDURE
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
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
Page | 403
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 Borkers/Merchant Bankers will be remitted to the ‘Midland Bank
Limited’ (IPO Collection Account) Current Account No. 0011-1050005471 of Midland Bank Limited, Gulshan
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 ‘Midland Bank Limited’ (IPO Collection Account) Current Account No. 0011-1050005471 of Midland
Bank Limited, Gulshan 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. US Dollar 0011-1110000932
2. Midland Bank Limited EURO 0011-1150000072 Midland Bank Limited
(IPO Collection Account) Gulshan Branch
UK Pound
3. 0011-1160000080
Sterling
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APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS ARE LIABLE TO BE REJECTED.
Page | 404
Step-1 (Applicant)
20. 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 25th (twenty fifth) working day from the date of publication of abridged version of
prospectus.
21. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain
the Customer ID, Name, BO Account Number, Total Amount and Category of the Applicant. At the same time:
a) Non Resident Bangladeshi (NRB) applicants shall:

 Apply to Stockbroker/Merchant Banker through BDT/NITA and provide bank certificate evidencing
remit of foreign currencies in the ESS.
b) The General Public and Non Resident Bangladeshi (NRB) applicants shall submit the application in the
electronic subscription system of the exchange(s) through the Stockbrokers/Merchant Bankers where the
applicant maintains customer account.
22. The registered Stockbroker/Merchant Banker in the ESS shall:
a) Post the amount separately in the customer account equivalent to the application money;
b) Accumulate all the applications/buy instructions received up to the cut-off date and transfer the
amount to their respective Consolidated Customer Account;
23. The registered Stockbroker/Merchant Banker in the ESS shall prepare category wise lists of the applicants
containing Customer ID, Name, BO Account Number and within 03 (three) working days from the cut-off date,
upload to the ESS, the lists of applicants in electronic (text format with tilde „~‟ separator) format, deposit the
full amount received from the General Public and Non-resident Bangladeshi (NRB) applicants by the method as
determined by exchange(s).
24. The applications/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from
listing of the securities with exchange.
25. The Exchanges shall prepare consolidated list of the applications and send the applicants‟ BOIDs in the
electronic (text) format in a CDROM to CDBL for verification on the next working day. Simultaneously, 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, verify more than two applications by
an individual, verify more than two applications using same bank account and investment criteria.
26. On the next working day, CDBL shall provide the exchanges with an updated database of the applicants
containing BO Account Number, Name, Addresses, Parents‟ Name and Joint Account information along with
the verification report.
27. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications,
prepare category wise consolidated lists of valid and invalid applications within 05 (five) working days.
28. On the next working day, the exchanges shall provide the Commission, Issuer and Issue Manager with the soft
copy of subscription result.
Page | 405
Step-3 (Issuer)
29. The Issuer and issue manager shall post the final status of subscription on their websites within 6 (six) hours and
on the websites of The Commission and exchanges within 12 (twelve) hours of receiving information by the
Commission and exchanges.
30. Within 03 (Three) working days of receipt of the subscription result, the Issuer and Exchanges shall:
a) Process pro-rata allotment of securities to the General Public and Non-Resident Bangladeshi (NRB)
applicants;
b) Prepare category wise lists of invalid 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
mentioning the penalty amount against each applicant;
c) Issuer shall issue allotment letters in the names of allottees in electronic format; and
d) Issuer shall credit the allotted shares to the prospective BO accounts on the basis of allotment data (BOID
and number of securities) via their CDBL VeDAS Terminal.
31. On the next working day, Exchanges shall:
a) remit the amount of allotted applicants to the Issuer‟s respective Escrow Account opened for subscription
purpose;
b) send the penalty amount who are subject to penal provisions to the Issuer‟s respective Escrow Accounts
along with a list;
c) distribute the information and allotment letters to the Stockbrokers/Merchant Bankers concerned in
electronic format with a request to refund the balance application money.
32. On the next working day of receiving the documents from the exchanges, the Stockbrokers/Merchant Banker
shall refund the excess application money in the customer accounts and inform the applicants about the
allotment of securities.
Miscellaneous:
33. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.
34. The Issuer shall pay the costs related to process the Eligible Investors allotment if claimed by the Exchange
concerned up to an amount of Tk. 200,000/- (Taka Two Lac) only and Tk. 800,000/- (Taka Eight Lac) only for
processing the applications of General Public and Non-Resident Bangladeshi (NRB) applicants.
35. 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 for the service provided till withdrawal of the money. The
service charge shall be paid by the applicant at the time of submitting an application.
36. The Exchanges shall provide the Issuer with a statement of the remittance.
37. The Issuer shall send the penalty amount to the Commission through a bank draft/payment order issued in favor
of the Bangladesh Securities and Exchange Commission.
38. The concerned exchange is 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.
Page | 406
APPLICATION FORM
APPLICATION FOR PUBLIC ISSUE

Date:
Name of applicant :
Client Code :
BO ID No. :
Category of applicant :
Name of the Company :
Number of Shares : …………………………. Shares of Tk. …………………… each
Total amount in Tk. :
Amount in word :
Applicants Authorized Officer
Page | 407
SECTION: XXIX OTHERS
ADDITIONAL DISCLOSURES OF THE MANAGEMENT
STATEMENT REGARDING COST AUDIT
This is to certify that, as per provision of the Companies Act 1994, Cost Audit by Professional Accountant is not
applicable for Midland Bank Limited.
Sd/- Sd/- Sd/-

Md. Ahsan-uz Zaman Md. Zahirul Islam, FCA Iftekhar Alam
Managing Director & CEO Chief Financial Officer Chief Executive Officer
Midland Bank Limited Midland Bank Limited LankaBangla Investments Limited
DECLARATION REGARDING SUBMISSION OF ALL THE DOCUMENTS AS PER ANNEXURE A, B, C, D AND G OF THE
BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015 BY MIDLAND BANK
LIMITED WITH THE APPLICATION
This is to certify that, Midland Bank Limited has submitted all applicable documents as per Annexure A, B, C, D and
G of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 with the IPO application.
Sd/-
Md. Ahsan-uz Zaman
DECLARATION REGARDING COMPLIANCE WITH ALL THE REQUIREMENTS OF THE BANGLADESH SECURITIES AND
EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015 IN PREPARING PROSPECTUS
This is to certify that, Midland Bank Limited has complied with all the requirements of The Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 in preparing the prospectus.
Sd/-
Md. Ahsan-uz Zaman
DECLARATION REGARDING TRUE AND FAIR REPRESENTATION OF ALL INFORMATION IN THE FINANCIAL
STATEMENTS ALONG WITH PROPER RECORDS AND DOCUMENTS
This is to certify that, all the information of Financial Statements of Midland Bank Limited is true and fair and proper
books of accounts are maintained by the issuer with the related records and documents.
Sd/-
Md. Ahsan-uz Zaman
Page | 408
UN-AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2022

Balance Sheet (Un-audited)
As on March 31, 2022
March 2022 December 2021

Property and Asset BDT BDT
Cash 3,143,343,068 2,669,893,246

With Bangladesh Bank and its agent Bank 2,404,339,741 2,111,506,738
Balance with other Banks & Financial Institutions 2,687,097,064 2,629,438,985

In Bangladesh 2,226,408,152 2,402,636,780
Money at Call and Short Notice 20,000,000

Investments 18,293,129,714 14,979,906,098
Government 14,860,362,336 12,361,071,740
Others 3,432,767,378 2,618,834,358
Loans and Advances 44,288,904,807 45,867,482,409

Loans, Cash Credit, Overdrafts, etc. 41,604,693,135 42,588,953,284
Bills Purchased and Discounted 2,684,211,672 3,278,529,125
Fixed Asset 619,388,380 633,516,409

Other Asset 2,512,134,326 2,226,088,872
Non-Banking Asset 12,585,359 12,585,359

Borrowing 6,198,931,355 5,949,301,979
Deposit and Other Accounts 52,350,762,397 50,730,038,926
Current Deposit & Other Accounts 7,317,982,650 6,888,022,266
Bills Payable 293,163,247 312,166,430
Savings Deposit 4,667,085,427 4,440,720,438
Fixed Deposit 29,217,686,955 27,194,882,317
Deposit Scheme 4,661,006,830 4,495,628,331
Other Liabilities 5,433,249,223 4,935,309,399

Paid up Capital 5,696,697,530 5,696,697,530
Statutory Reserve 1,481,092,387 1,408,602,127
Revaluation Reserve 3,548,133 2,446,036
Retained Earnings 412,301,692 296,515,381
Total Shareholders' Equity 7,593,639,742 7,404,261,074
Bills for Collection 1,461,761,816 1,315,343,531
Total Off Balance Sheet Items 13,990,978,853 12,300,022,900
Sd/- Sd/-
Md. Zahirul Islam, FCA Md. Ahsan-uz-Zaman
Chief Financial Officer Managing Director & CEO
Dated: April 27, 2022
Page | 409
Profit and Loss Account (Un-audited)
January to March 2022 January to March 2021

Particulars BDT BDT
Interest Income 815,134,333 816,620,451

Less: Interest Paid on Deposit and Borrowing, etc. 674,845,751 556,822,675
Net Interest Income 140,288,582 259,797,776
Income from Investment 562,881,087 358,818,083

Commission, Exchange and Brokerage 102,003,710 62,314,425
Other Operating Income 11,991,492 14,612,087
676,876,290 435,744,595
Total Operating Income 817,164,872 695,542,371

Salary and Allowances 133,918,352 122,583,452
Rent, Tax, Insurance, Electricity 58,910,797 57,024,567
Legal Expense 184,843 504,733
Postage, Stamps and Telephone 4,061,388 4,022,410
Printing, Stationery, Advertisement 7,341,488 8,458,739
Managing Director's Remuneration 4,150,000 3,883,750
Directors' Fee 149,600 266,800
Audit Fee - -
Depreciation on and Repair to Bank's Property 24,797,878 27,231,631
Other Expenditure 39,983,862 32,946,746
Total Operating Expenses 273,498,208 256,922,827
Profit Before Provision 543,666,664 438,619,544

General Provision (66,300,000) 10,000,000
Specific Provision 216,954,720 64,524,847
Provision for Off Balance Sheet Exposures 15,445,376 14,636,867
Provision for diminution in Investments 15,115,268 70,548,415
Provision against Other Asset - -
Total Provision 181,215,364 159,710,129
Profit Before Tax 362,451,300 278,909,414
Less: Provision for Tax 169,747,694 180,269,347
Earnings Per Share 0.34 0.17
Sd/- Sd/-
Page | 410
Statement of Cash Flow (Un-audited)
January to March 2022 January to March 2021

BDT BDT
A) Cash Flow From Operating Activities:
Interest Received 1,200,582,677 1,028,727,391
Interest Paid on Deposits, Borrowings, etc. (678,082,137) (452,397,637)
Dividend Income 28,707,150 3,458,954
Fees & Commission Income 102,003,710 62,314,425
Recoveries of Loans previously written off - -
Cash Paid to Employees as Salaries and Allowances (138,068,352) (126,467,201)
Income Tax Paid (147,472,926) (51,993,920)
Cash Received From Other Operational Income 11,991,492 14,612,087
Cash Paid for Other Operational Expenses (116,696,296) (111,505,456)
Cash Flow From Operating Activities Before Changes
262,965,319 366,748,643
in Net Current Asset
Changes in Net Current Asset :
Investment in Treasury Bond (2,390,024,648) 860,324,994
Loans & Advances 1,578,577,601 958,855,633
Other Asset (120,711,826) 115,054,173
Non-Banking Assets - -
Bank Deposit (3,206,415,894) 450,399,727
Customers' Deposit 4,830,375,751 (1,405,317,336)
Borrowing from Other Banks, Financial Institutions & Agents 249,629,376 (1,554,795,429)
1,219,905,895 (457,736,479)
Net Cash Flow From Operating Activities 1,482,871,214 (90,987,836)
B) Cash Flow From Investing Activities:
Investments in Shares & Bonds (813,933,019) (317,401,301)
Proceeds from Sale of Fixed Assets - -
Purchase of Fixed Asset (9,666,443) (3,309,428)
Net Cash Flow From Investing Activities (823,599,462) (320,710,729)
C) Cash Flow From Financing Activities:
Receipts from Issue of Capital - -
Dividend Paid - -
Net Cash Flow From Financing Activities - -
D) Net Increase in Cash and Cash Equivalents 659,271,752 (411,698,565)
E) Effect of Changes of Exchange Rates on Cash and Cash
-
Equivalents
F) Opening Cash and Cash Equivalents 5,299,765,231 5,970,794,790
Closing Cash and Cash Equivalents (D+E+F) 5,959,036,983 5,559,096,225
The above closing Cash and Cash Equivalents include:
Cash in Hand 739,003,327 653,701,913
Balance with Bangladesh Bank and its Agent Bank 2,404,339,741 2,091,971,698
Balance with Other Banks & Financial Institutions 2,687,097,064 2,438,822,000
Money at Call and Short Notice 20,000,000 345,100,000
Treasury Bill 108,230,851 28,935,014
Prize Bond 366,000 565,600
5,959,036,983 5,559,096,225
Sd/- Sd/-
Page | 411
Statement of Changes in Equity
For the year ended 31 March 2022
Revaluation
Statutory Retained
Particulars Paid-up Capital Surplus on Total
Reserve Earnings
Investments
BDT BDT BDT BDT BDT
Balance as at 01 January 2022 5,696,697,530 1,408,602,127 2,446,035 296,515,382 7,404,261,074

Dividend paid - - - -
Revaluation Reserve transferred during the period - - 1,102,097 - 1,102,097
Net Profit for the year after tax - - - 192,703,606 192,703,606
Appropriation made during the period - 72,490,260 - (72,490,260) -
Transfer to CSR - - - (2,500,000) (2,500,000)
Transferred to Start Up Fund (1,927,036) (1,927,036)
Balance as at 31 March 2022 5,696,697,530 1,481,092,387 3,548,132 412,301,692 7,593,639,742

1 0 1
Sd/- Sd/-
Page | 412
LIST OF EMPLOYEES PARTICIPATED IN THE EMPLOYEE SHARE PURCHASE PLAN (ESPP)
Allocated
Employee Allocated
Sl. No. Name of Employee Designation Present Address BO ID Amount
ID No. of Shares
(BDT)
House # 22, Hasen Uddin Road,North Badda,
1 19 S. M. Enamul Haque Assistant Vice President 1204030075415094 76,830 768,300
Dhaka
313/A, Khilgaon, Road No-04,Tilpapara,
2 25 Muhammad Sadeque Ali Senior Assistant Vice President 1203000017091121 20,000 200,000
Dhaka-1219
House-31, Road-05, Block-B
3 42 Omar Sharif Senior Assistant Vice President 1601880058559891 200,000 2,000,000
Banasree,Rampura, Dhaka-1219
149, North Goran(2nd floor),Khilgaon,
4 43 Mohd. Javed Tarek Khan Senior Executive Vice President 1202090006356991 10,000 100,000
Dhaka-1219
House # 4, (4th Floor), Road # 02, Shugondha
5 45 Md. Ibrahim Khalil Senior Assistant Vice President Housing,Alamnagar, Hemayetpur, Savar, 1202550068218052 5,000 50,000
Dhaka
6 48 Jummadon Larma Thodega Assistant Vice President 119/2,Ahmed Bag, Bashabo,Dhaka-1214 1204570063110615 20,000 200,000
Flat-4A, House- 18/2, Road-11 Mohammadia
7 57 Mostofa Maynul Hasan Senior Assistant Vice President 1204220043379195 50,000 500,000
Housing Society,Mohammadpur Dhaka
House # 25, Road # 11 Block # C, Section #

8 59 Md. Bajlur Rahman Khan Vice President 1203770062267200 37,000 370,000
12,Mirpur Dhaka-1216
Regress, GA-37, Shahjadpur,Gulshan Dhaka-
9 61 Fazal Abdullah Senior Assistant Vice President 1201900075335748 10,000 100,000
1212
10 63 Md. Humayoun kabir First Assistant Vice President 11/A,8/1/8, Pallabi,Mirpur, Dhaka 1203440068199126 42,000 420,000
Flat # D3, Plot-23, Block-B, Bashundhara
11 66 Niladri Biswas Assistant Vice President 1203680075373804 6,000 60,000
R/A,Dhaka
House # 07,Road # 01, Section # 02,Mirpur
12 70 Muhammed Atiqul Islam Senior Assistant Vice President 1201900053668002 28,500 285,000
Dhaka-1216
15/A (3rd floor), Block # C Sultanganj Road,
13 77 Rahi Talukder First Assistant Vice President 1204780073557935 20,000 200,000
Rayer Bazar,Dhanmondi, Dhaka-1209
House # (6th Floor), Road # 01,

14 92 Mohammad Mosharof Hossain Senior Assistant Vice President 1205590073561621 10,000 100,000
Block#F,Section # 02, Mirpur, Dhaka
Flat # A-2, House # 19 Road # 02, Tetul Tola

15 94 Sayed Imam Khan Assistant Vice President 1202760011274358 30,000 300,000
Road,North Badda, Dhaka
185 Kawlar Bazar Jame Masjid Road, Dakshin

16 99 Sami Rahman First Assistant Vice President 1205790062195780 37,500 375,000
Khan,Khilkhet, Dhaka-1229
House # 20/A, Flat # E4-1, East

17 101 Khandakar Bazlur Rahman Assistant Vice President 1204570075324168 10,000 100,000
Shewrapara,Dhaka-1216
Page | 413
Allocated
Employee Allocated
ID No. of Shares
(BDT)
NAM Garden (BSL Residential
18 111 Md. Ruhul Amin First Assistant Vice President Complex),Chameli-402, Mirpur-13, Dhaka- 1205590054526773 50,000 500,000
1216
House # 18/17 A, East Raharbug (Bank
19 113 Rumana Binte Anwar Assistant Vice President 1201980007276603 37,500 375,000
Colony),Shabujbug, Basabo, Dhaka-1214
House # 13, Road # 1, Nasirabad Housing

20 127 Md Shaiful Alam Chowdhury Senior Vice President 1204030075409590 50,000 500,000
Estate,Chittagong
Flat No # B-7, Winter Sun Apartment, Road
21 129 Mohammed Abu Hena Executive Vice President No # 5,Nasirabad Housing Society, 1204180074305206 60,000 600,000
Chittagong.
Flat # 3 North, House # 196/A, Road #
22 130 Mst. Nazma Parvin First Assistant Vice President 5,Mohammadi Housing Ltd. Mohammadpur, 1205590073558450 15,000 150,000
Dhaka
1,New Baily Road, Baily Ritz, Flat # M-
23 132 Md. Asaduzzaman Sikder Junior Assistant Vice President 1204030075326258 30,000 300,000
14,Dhaka-1217
Flat # C-1, ''Radiante Ruby'', House # 09,
24 135 Samira Habib Junior Assistant Vice President 1206090075323974 6,000 60,000
Road # 03,Block # I, Banani, Dhaka-1213
House # 68, Chanmari Road,Lalkhan Bazar,
25 138 Maria Afrin Executive Officer 1204890073599058 10,000 100,000
Chittagong
Md. Siddikur Rahman Howlader BSCIC
26 145 Md. Abu Taher Executive Officer 1204570075322078 2,000 20,000
Road,Puran Bazar, Sadar, Madaripur
House # 1/2/C, Tolarbag Residencial

27 147 Mohammad Hedayet Hossain First Assistant Vice President 1205590075318557 50,000 500,000
Area,Mirpur # 1, Dhaka-1216
House # 59, Road # 5, DIT Project,Merul
28 152 Md. Abdul Hannan First Assistant Vice President 1205590073558054 20,000 200,000
Badda, Dhaka
West Shehachar, Post & P.S:
29 155 Md Azimul Islam Executive Officer 1201890075322664 9,200 92,000
Fatullah,Narayangonj
156/A, Farzana Villa, Provatibag,Tilpapara,
30 157 Md. Wahid Hassan Junior Assistant Vice President 1204030075330745 1,000 10,000
Khilgaon, Dhaka
31 158 Sultana Nasrin Rita Executive Officer 41/23/04, Jigatola,Dhanmondi, Dhaka 1204030015377580 3,500 35,000
32 164 Md. Delwar Hossen First Assistant Vice President 177/1, Tejkunipara,Tejgaon, Dhaka 1203110073573056 5,000 50,000
196/6/1, Shantibag (5th Floor),Malibagh,
33 171 Mizanur Rahman Executive Officer 1204030075335028 6,000 60,000
Dhaka
House # 3/A, Road # 35, Gulshan-2, Dhaka-
34 176 Md. Ahsan-uz Zaman Managing Director and CEO 1202550068685153 250,000 2,500,000
1212
House # 26, Road # 28, Sector # 07,Uttara,
35 177 Khondkar Towfique Hossain Executive Vice President 1201580000365861 1,000,000 10,000,000
Dhaka
Page | 414
Allocated
Employee Allocated
ID No. of Shares
(BDT)
Plot # 1/A, Flat # B-2, Block # A, Asad
36 178 Md. Zahirul Islam, FCA Senior Executive Vice President 1201610044879912 50,000 500,000
Avenue,Mohammadpur, Dhaka-1207
Mohammad Syejuddin 6/4, Segunbagicha, Apartment # E-

37 181 Vice President 1202550075325724 20,000 200,000
Ahmmed 5,Hashinoor Green Cottage, Dhaka-1000
38 182 Didarul Islam Vice President 128, R.K. Mission Road,Gopibagh, Dhaka 1203110073572937 50,000 500,000
Flat # 15/D, Concord Emporium,253-254,
39 184 Nazmul Ahsan Vice President 1202550069523670 30,000 300,000
Katabon, Dhaka-1205.
11, Flat No : 1202, Japan Garden

40 191 Md. Raju Ahmed Junior Assistant Vice President 1202550063402551 5,000 50,000
City,Mohammadpur, Dhaka-1207.
Flat-B3, House # 05,Road # 34, Gulshan,
41 200 Khondker Khaled Shams Assistant Vice President 1203490075196864 15,000 150,000
Dhaka
42 204 Shyamal Chandra Das Assistant Vice President 160, R.M. Das Road,Sutrapur, Dhaka-1100 1203000021405566 10,000 100,000
House # 358, Apt. # 7,Road # 9, Block #
43 216 Nafisa Chowdhury Senior Assistant Vice President 1205790075316277 46,000 460,000
D,Bashundhara R/A, Dhaka.
House # 7/A, Road # 04(3rd Floor), P.C.

44 217 Md. Ahsan Jamil Hossain Vice President Culture Housing, Block # Kha,Shekhertek, 1204030075323221 10,000 100,000
Mohammadpur, Dhaka-1207
45 235 Sudipto Roy Chowdhury Senior Assistant Vice President 08/1 A, Pallabi R/A, Pallabi, Mirpur, Dhaka 1202550073565264 23,500 235,000
Vill: Vogiratpur, P.O: Noapara,P.S. & Dist:
46 236 Md Abdul Barik First Assistant Vice President 1205590075334510 3,000 30,000
Narsingdi
62/1, Satirpara (Nabab Bari) P.O: & P.S:
47 251 Monir Hossain PO- Cash 1204570075317817 3,000 30,000
Narsingdi Sadar,Dist: Narsingdi
Vill. & Post: Baluhor, P.S: Kotchandpur,Dist:
48 254 Md. Syfur Rahman Junior Assistant Vice President 1204030075324133 10,000 100,000
Jhenaidah
House # 120, Road # 02,Block # A,
49 255 Md. Zahid Hossain Deputy Managing Director 1202550027278770 100,000 1,000,000
Bashundhara R/A, Dhaka
House # 223/A (2nd Floor), Road #
50 267 Md. Nazir- Uz-Zaman Executive Officer 04,Mohammodia Housing Society, 1201700074749125 50,000 500,000
Mohammadpur, Dhaka-1207
Altafun Nesa Khelar Mat, Flat: 6/B,
51 269 Md. Rezaul Huq Assistant Vice President 1204570075321180 10,000 100,000
Jaleshwaritola, Bogura
Vill: Shakahati, PO: Jalalabad,PS:

52 270 Md. Tawfiqul Hakim Executive Officer 1204030075377762 10,000 100,000
Gobindagonj, Dist: Gaibandha
Vill: Khardobagbar, P.O: Rahamatpur

53 288 Md. Mostain Billah Executive Officer 1202880075331300 4,000 40,000
Madrasa,P.S: Badargonj, Dist: Rangpur
Page | 415
Allocated
Employee Allocated
ID No. of Shares
(BDT)
64 East Hazipara (1st Floor),Rampura,
54 289 Tanbir Ahmed Executive Officer 1201820064660258 5,000 50,000
Dhaka-1219
35 Omar Ali Lane,West Rampura, Dhaka-
55 290 S M Syed-Al Islam First Assistant Vice President 1203680075320392 22,000 220,000
1219
56 302 Md. Ahsan Habib Assistant Vice President Post Office Para,Park Road, Naogaon 1202830075220744 15,000 150,000
Akua Habun Bapary More,
57 305 Md. Asif Iqbal Junior Assistant Vice President 1204570075318217 80,000 800,000
Sadar,Mymensingh
Road # 2, House # 4/A/3,Equity Deholi,
58 320 Md Salahuddin First Assistant Vice President 1204150075255658 10,000 100,000
Khulsi, Chittagong
Imam Ali Sarang’s House, Sachi Malom Road,

59 323 Md. Rabiul Hossain Executive Officer Bandertilla,South Halishahar, P.S: CEPZ, 1204410073564981 6,000 60,000
Chittagong-4218.
Sumon Villa, Near Ananda Soap Factory,

60 324 Md. Ahsanul Gani Junior Assistant Vice President 1204410073565191 6,500 65,000
Kalamia Bazar,HAthajari, Chittagong
120, Shawkat Vandary Road, East

61 327 Mohammad Tojammel Hossain Senior Executive Officer 1202350072287977 7,000 70,000
Azampur,Dakhkhin Khan, Dhaka-1230
House # 01, Road # 1/1,Jail Road Dhap,
62 331 Md. Shagedur Rahman Senior Executive Officer 1201830075357618 5,000 50,000
Rangpur
02, Chandmari Road, Ispahani Moor,Lalkhan
63 335 Md. Arafat-Ul Karim Officer 1204410073578305 6,300 63,000
Bazar, Chittagong
64 339 Nadia Afrren Executive Officer 268/3, Road # 4, Tilpa Para,Khilgaon, Dhaka 1204030075415712 30,000 300,000
S/2-A, Lane # 4, Panjabi School Quarter,
65 343 Muhammad Abdullah Faruque Executive Officer Shoid Lane, P.O: Pahartoli,P.S: Khulsi, 1202550073507567 10,000 100,000
Chittagong
C/O: Azizul Haque, Ka-150/2, Joar Sahara,
66 346 Golam Samdhani Mullah Officer 1604650073559861 3,000 30,000
(Ground Floor),Badda, Dhaka-1229
House # 217/B, Road # 04,East Sanarpar,

67 351 Md. Maruf Hassan Arman Officer 1202210075332661 10,000 100,000
Siddirgonj, Narayangonj
13/A, Anwara Manzil, Bagghona, Lalkhan

68 355 Syed Mohammed Omar Senior Assistant Vice President 1204410075319428 7,000 70,000
Bazar, P.S: Dampara,P.S: Khulsi, Chittagong
69 356 Faisal Ahmed Vice President 283/A, Bangla Sarak,Rayer Bazar, Dhaka 1202550066470342 15,000 150,000
Flat#202, House # 13, Road # 03,Block # D,
70 359 Imran Al Habib Xulius Senior Assistant Vice President 1201950073550403 20,000 200,000
Section # 06, Mirpur Dhaka
350, East Nakhal Para,Flat B-6, Tejgaon,
71 387 Sakir Mafsur Rimel Officer 1202550075334801 2,500 25,000
Dhaka
Page | 416
Allocated
Employee Allocated
ID No. of Shares
(BDT)
Flat: A5, Plot: 03, Road: 08,Block: C, Section:
72 403 Mostafa Sarwar Senior Vice President 1203770068212882 80,000 800,000
06, Mirpur, Dhaka
Vill: Chipatoli, Post: Chipatoli,P.S: Hathazari,

73 417 Saheda Khanam Officer 12011890073586908 10,000 100,000
Dist: Chittagong
House # 20 (3rd Floor), Road # 14,Sector #

74 447 Md. Ziauddin Bablu Junior Assistant Vice President 1203530075328481 10,000 100,000
11, Uttara, Dhaka
208, BDDL Park, Flat # C-14,

75 448 Md. Abdur Rashid TAO (Cash) 1205700067589701 5,000 50,000
Arambagh,Culvert Road, Dhaka-1000
25/1, Kabi Jasimuddin Road,North

76 453 Masuda Islam Sharnali Junior Assistant Vice President 1205590073556973 50,000 500,000
Kamalapur, Dhaka 1217
Vill: Fuldighi, Post: Bogra Sadar,P.S:

77 459 Md. Nur Newaz Junior Assistant Vice President 1204030075329848 10,000 100,000
Shajahanpur, Dist: Bogra
House # 18, Road # 7, Block # D,Mirpur,
78 460 Rahatul Islam Junior Assistant Vice President 1201830072820055 1,000 10,000
Dhaka
79 461 Asaduzzaman Khan First Assistant Vice President Banik Bari, Mohammadullah Road,Laxmipur 1204030075332843 20,000 200,000
Bosundhara Tower(8th Floor), Bosundhara
80 467 Md. Siddiqullah Executive Officer R/A,Road No.: 1, Agrabad Double Mooring, 1204410073565181 2,200 22,000
Chittagong
Talukder Bhaban, Pal Para, Anjan Paler
81 480 Samar Muhury First Assistant Vice President 1201910075373523 12,000 120,000
Bari,Chowdhuryhut, Hathazari, Chittagong
Flat # 5/A, (Nakshi Pallabi), Plot # 3/6, Road

82 483 A.H.M. Gazzali Assistant Vice President 1201830073560261 10,000 100,000
# 02,Pallabi, Mirpur, Dhaka 1216
83 485 Shahed Mahmood Reza Senior Assistant Vice President 624, Ibrahimpur,,Kafrul, Dhaka 1205590072353234 30,000 300,000
D-3/3, Jatrabari Wapda Colony,
84 494 Md. Mallik Maruf Hossain Officer 1204030075324151 2,000 20,000
Jatrabari,Dhaka 1204
7/F-1, Property Heights, 12 R K Mission
85 495 Sahisnu Dutta Senior Executive Officer 1202850073558351 10,000 100,000
Road,Dhaka 1203
Choklokman Colony,Bogra Sadar, Bogra-
86 499 Md. Abdul Mannaf TAO (Cash) 1204030075331873 4,000 40,000
5800
48/61, S.S.S Road, Post+Thana:
87 500 Mohammed Shiful Islam Officer 1201830075357626 10,000 100,000
Bandar,Narayanganj
135/A, South Kamlapur, Motijheel,Dhaka-
88 524 Himanshu Kumer Kundu SBDO Grade-III 1204570075325245 100 1,000
1217
House # 327, Road # 10, Block #
89 529 Tariquzzaman Senior Vice President 1203260062959861 150,000 1,500,000
D,Bashundhara, Dhaka
Nurul Iman Chairman Bari, Vill & P.O:
90 535 Abu Md. Towsif Reza Assistant Vice President 1204410073564781 50,000 500,000
Chorkanai,P.S: Patiya, Dist: Chittagong
Page | 417
Allocated
Employee Allocated
ID No. of Shares
(BDT)
G.P. Cha-150/3, Mohakhali, Wireless
91 537 Md. Almas Hosen Officer 1205590073562632 10,000 100,000
Gate,Banani, Dhaka-1213
147 (2nd Floor), Shersha Suri

92 538 Md. Ratanuzzaman Officer 1204030075333053 50,000 500,000
Road,,Mohammadpur, Dhaka-1207
93 541 Md. Abdullah First Assistant Vice President 45 Mitali Road, Rayer Bazar,Dhaka 1202550075322763 15,000 150,000
20, Shamsabad Lane, Nayabazar,PS.:
94 543 Md. Ashok Ali Junior Assistant Vice President 1204030075323289 5,000 50,000
Bangshal, P.O: Babubazar, Dhaka-1100
House # 53/B (2nd Floor), Monipuri

95 544 Mohammad Nuruzzaman First Assistant Vice President 1204030075406265 10,000 100,000
Para,Farmgate, Tejgao, Dhaka
96 547 Md. Mahamud Hasan Officer 47/U, Azimpur Govt. Staff Quarter,Dhaka 1205590073557860 5,000 50,000
House # 74,75, Road # 5, Block # E,South
97 549 Iftakhar Ahamed Senior Assistant Vice President 1202460061493566 50,000 500,000
Banashree, Goran, Dhaka-1214
98 560 Md. Kazimuddin SBDO Grade-II Vill & Post: Zirabo,Ashulia, Dhaka 1202350075329821 2,500 25,000
Vill: Nischintapur, Post: Zirabo, Savar,P.S:
99 561 Md. Mahfuzur Rahman SBDO Grade-II 1202350075330068 2,500 25,000
Ashulia, Dhaka
House: A/4, Room No-22, BRP, West
100 568 Md. Imran Hossain Junior Assistant Vice President Bhashantek,PO: Dhaka Cant., Bhashantek, 1205590073568019 1,000 10,000
Dhaka-1206
Bajlur Rahman Master Bari, Mirnogor, 7 No.
101 586 Md. Enamul Hoque SBDO Grade-III 1204410075324085 1,800 18,000
Ward,11 No. Kaliaish, Satkania, Chittagong
102 620 Shah Md. Ali Kawsar Sourov Assistant Vice President A-36, Kumar Para,Sylhet 1201820063028540 5,000 50,000
House # 58, Jharna, Kumar Para Jharnar
103 621 Zakir Md Iftear Khan Assistant Officer (General) Par,P.O: Sylhet MAin Post Office-3100, PS.: 1203350040952773 10,000 100,000
Kotwali, Dist.: Sylhet
467/1, South Monipur (4th Floor),Mirpur,
104 623 Prashanta Kumar Saha Junior Assistant Vice President 1205590073561581 88,000 880,000
Dhaka-1216
House: 03, Road: 17, D.I.T. Project,Marul
105 629 Md Foysal Mia Junior Officer (On Probation) 1202550075321429 2,500 25,000
Badda, Dhaka-1212
Vill: Baharampur, Post: Sarail,PS: Panchbibi,

106 630 Md. Mukter Hossain SBDO Grade-III 1201590074519862 5,000 50,000
Dist: Joypurhat
House # 388, Vill.: Kazdia, P.O.:

107 633 Prosenjit Sen Junior Assistant Vice President 1204570075318431 9,750 97,500
Alaipur,Thana: Rupsa, Dist.: Khulna
2nd Floor, Housing 05, Road-13, Sector

108 639 Muhammad Aminul Islam Assistant Officer (General) 1204030075330729 10,000 100,000
12,Uttara, Dhaka-1230
Page | 418
Allocated
Employee Allocated
ID No. of Shares
(BDT)
32, Khanjhan Ali Road, Santidham More,
109 642 Shirdharta Ghose Executive Officer 1202800041124831 2,500 25,000
Khulna-9100
48 Rahman Villa (2nd Floor)
110 643 Anik Saha Executive Officer 1204100034629711 4,500 45,000
Bajohari Saha Street Narinda, Dhaka-1203
111 647 Ahbab Ahmed Jaigirder Senior Assistant Vice President B-17, Shrabani R/A, Pathantula, Sylhet 1203680064902104 30,000 300,000
112 654 Lily Dey Junior Assistant Vice President 127/A, Road: 04, Bashundhara R/A, Dhaka 1205590073562517 10,000 100,000
House: 35(3F), Road: 02, Sect: 13, Uttara
113 655 Ashraful Alam Senior Assistant Vice President 1203110073559610 50,000 500,000
Model Town, Dhaka-1230
160 (Old), 236 (New), Mremmoyee

114 660 Md. Mizanur Rahman Junior Assistant Vice President North Rupatoli, Rupatoli Housing 1202550075323677 50,000 500,000
25 No Word, Barisal Sadar, Barisal
House: 5050, Vill: North Bijoypur, PO:+PS:

115 669 Imran Sharif Assistant Officer 1204030075328313 1,000 10,000
Gournadi, Dist: Barisal
C/O; Md. Akbar Ali, Vill: Sudampur, PO:
116 679 Md. Byazid Bostami SBDO Grade-III Mohasthan Museum, PS: Shibgonj, Dist: 1201590074344476 3,000 30,000
Bogra
Theme Lobelia, Flat: C-1, 48, Zafrabad, Rayer
117 715 Nakul Chandra Debnath Vice President 1201950075258410 47,520 475,200
Bazar, Dhaka 1207
Aristocrat Mizan Villa, 3rd Floor, House: 11,
118 722 Khalid Mohammad Sharif Vice President Road: 08, Block: E, Bonosree, Rampura, 1204030075414908 88,000 880,000
Dhaka-1219
16/3, Block: B, Babar Road, Mohammadpur,
119 727 Mostafa Mahbubur Rahman Assistant Vice President 1204030075377770 500 5,000
Dhaka-1207
House: 44/D (4th Floor), Road, 01, Amirbag
120 728 Mohammad Eqtiar Uddin Executive Officer R/A, Mahedibagh, PS: Chawkbazar, 1204410075329831 2,100 21,000
Chittagong
House: 156 (5th Floor), Arambagh,
121 733 Ranjan Das Executive Officer 1202550075322755 10,000 100,000
Motijheel, Dhaka-1000
House: 12, Flat: C2, Road: 4/1, Block: E,

122 738 Kh. Nadim Ahmed Officer 1205590073574374 2,000 20,000
Banasree, Rampura, Dhaka
2/3, B, K. Main Road Poshim Para Khulna-
123 741 Pankoj Kumar Sardar Officer 1204570075318613 1,000 10,000
9100
Vill: Zirat, PO: Rupdia, PS: Sadar, Dist:
124 747 Amitav Kumar Raha Executive Officer 1204570075318268 2,500 25,000
Jessore-7405
Vill: Deapara. PO: Deapara, PS: Abhaynagar,
125 748 Md. Mohiul Islam Service Associate 1204570075325210 100 1,000
Dist: Jessore
Page | 419
Allocated
Employee Allocated
ID No. of Shares
(BDT)
Vill: Kachi Char, PO: Ramar Pol, PS: Muladi,
126 764 Abul Kalam First Assistant Vice President 1204570075321851 2,000 20,000
Dist: Barisal
P.H-1025, WAPDA Road, Ward No.: 06,

127 771 Munir Uddin Al Mamun Officer 1204570075325121 500 5,000
Noapara, Abhaynagar, Jessore
Vill: Dhopadi, PO: Dhopadi, PS: Dacope, Dist:
128 780 Siddhartho Roy SBDO Grade-II 1204570075325071 100 1,000
Khulna
Vill.: Siladhorcor, Sadardi, Post: Bhanga,
129 784 Md. Bahauddin Sheikh Service Associate 1204570075324979 3,000 30,000
P.O.: Bhanga, Dist.: Faridpur
House # 10, Road # 4, Block # D, Rampura,
130 785 Shihab Ahmed Service Associate 1201830067415038 42,000 420,000
Dhaka-1219
House: 1004/1, East Shewrapara, Kafrul,
131 791 Md. Mijanur Rahman Junior Assistant Vice President 1205590073580132 20,000 200,000
Dhaka
Vill: Kalichalk, PO: Mobarakpur, PS: Shibgonj,
132 816 Md. Hazrat Belal Junior Assistant Vice President 1204030075329864 10,000 100,000
Dist: Chapai Nawabgonj
House: 270/1, Road: 15 (Old), 8/A, (New),

133 818 Ariful Islam First Assistant Vice President 1202550069323622 5,000 50,000
West Dhanmondi, Dhaka 1209
Flat: 1/A, House: 567, Road: 09, B.A.H.S

134 843 Mahfuzur Rahman First Assistant Vice President 1202580020686382 100,000 1,000,000
Adabor, Dhaka 1207
Mohammad Abdullah Ibn House: 116, Road: 04, Block: F, Journalist

135 844 Assistant Vice President 1601880053464968 5,000 50,000
Foyzul Hoque R/A, Mirpur-11, Dhaka 1216
Vill: Singherchar, PO: Belfulia, Thana:

136 846 Md. Ismail Hossain SBDO Grade-I 1204570075319401 1,700 17,000
Rupsha, Dist: Khulna
Vill: Jhourdia, PO: Nohata, PS:

137 849 Syed Helal Ali SBDO Grade-I 1204570075318316 1,000 10,000
Mohammadpur, Dist: Magura
138 860 Md. Hasan Imam Assistant Officer (Cash) Vill:+PO: Chanchra, PS: Kotwali, Dist: Jessore 1204570075321959 1,000 10,000
House: 206 (3rd Floor), Road: 06,
139 868 Rahamathullah Officer Mohammadia Housing Ltd., Mohammadpur, 1202020005996163 5,000 50,000
Dhaka 1207
Par-gobindopur (Back of Rupanter Shoes),
140 872 Muhammad Munawar Hossain Service Associate 1204570075325138 100 1,000
Main Road-foylahat-9341, Rampal, Bagerhat
141 874 SK. Mohsin Kabir SBDO Grade-II 18, KDA Avenue, Iqbal Nagor, Khulna 1204570075318720 1,500 15,000
House: B-104, Dakhin Para, Savar, Dhaka
142 881 Ashim Kumar Das Junior Assistant Vice President 1202350075330041 7,500 75,000
1340
Vill: Barrmonpara, PO: Tarail, PS: Bhanga,
143 882 Sohag Shikder SBDO Grade-II 1204570075333294 5,000 50,000
Dist: Faridpur
Page | 420
Allocated
Employee Allocated
ID No. of Shares
(BDT)
54/A 3rd Floor (East Side), Ahmadnagar,
144 888 A.S.M. Saiduzzaman Assistant Vice President 1204030075378138 1,000 10,000
Maddhapike Para, Mirpur-1, Dhaka 1216
145 893 Kazi Mokarram Hossain Junior Assistant Vice President 53, Mujgunni Main Road, GPO, Khulna 9000 1204570075325387 12,000 120,000
Senior Business Development House: 228, Keshoblal Road, Daulatpur,
146 899 Khandokar Al-Amin 1204570075318763 1,000 10,000
Officer Khulna
Vill: Baherchar, PO: Panchar, PS: Shibchar,
147 904 Touhiduzzaman SBDO Grade-I 1204570075322150 1,000 10,000
Dist: Madaripur
1148, West Chowdhuripara Residential Area,
148 905 Mohammad Mahmud Kabir First Assistant Vice President Malibag Chowdhuripara, Khilgaon, Dhaka 1202550075325732 10,000 100,000
1219
Block: 06, Plot: 01, Pallabi, Mirpur, Dhaka
149 910 Tauhidur Rahman Junior Assistant Vice President 1204780073574829 10,000 100,000
1216
Mala Bhaban (5th Floor), 382 H/2, East
150 915 Mahbub Alam Executive Officer 1202950042294215 2,500 25,000
Nakhalpara, Dhaka
House: Shugonda-13/3, Block: B, Sorarpar,

151 916 Awlad Hussain Assistant Officer (General) 1204090075324572 5,000 50,000
Kalighat, Sylhet 3100
Vill: Bishwas Dangi, PO: Bakijong, PS:

152 925 Obaidur Rahman Service Associate 204570075324944 2,000 20,000
Faridpur Sadar, Dist: Faridpur
72, Siddeshwari Road, Dream Tower, Flat:

153 935 Sajjad Haider Chowdhury First Assistant Vice President 1204250072442003 50,000 500,000
5B, Dhaka 1217
Vill: Krishnopur (Paik Para), PO: Kurigram

154 953 Md. Mamunur Rashid Junior Assistant Vice President 1201830075357634 5,000 50,000
Sadar, Dist: Kurigram
House: 27/10, K.M Das Lane (1st Floor),

155 956 Md. Shajjad Hossain Junior Assistant Vice President 1204030075412205 1,000 10,000
Tikatuli, Wari, Dhaka 1000
House: 45/1, Block-F, Bank Colony, PO:

156 960 Deloar Hossain Executive Officer 1204030075334644 10,000 100,000
Savar, PS: Saver, Dist: Dhaka
179, Golachipa, Narayanganj Sadar,
157 962 Amit Kumar Saha Officer 1201830075357601 30,000 300,000
Narayanganj
Vill: Amratali (Daroga Bari), PO: Shahe
158 974 Mahamudul Hasan First Assistant Vice President 1604650073559016 20,000 200,000
Madina Madrasa, PO: Kotwali, Dist: Cumilla
159 976 Md. Iftekhar Ahmed Bhuiyan Junior Officer 236-237 Ranir Bazar, Cumilla 1604650073559313 5,000 50,000
Vill: Shonargaon, PO: Kharera, PS: Kasba,
160 979 G.M. Bakibillah Executive Officer 1204030075329278 5,000 50,000
Dist: B.Baria
Vill: Braidoh, PO: Bhabanipur, PS: Sherpur,
161 980 Md. Razu Ahmed Officer 1204030075332851 5,000 50,000
Dist: Bogura
Page | 421
Allocated
Employee Allocated
ID No. of Shares
(BDT)
House: 281, Laxmipur T.B Road, Sahebpara,
162 985 Md. Tashiqul Alam Junior Officer 1205080075309886 2,000 20,000
Rajshahi 60000
G.P.PA-69/1, Middle Badda, Badda, Dhaka
163 987 Md. Abed-Ur-Rahman Senior Assistant Vice President 1202980016068813 40,000 400,000
1212
B-15, Road: 05, Arambag Husing Society,
164 990 Iftekhar Alam Assistant Vice President 1605170061490589 15,000 150,000
Mirpur Esc-7, Rupnagar, Dhaka
Vill: Olipur, PO: Olipur Bazar, PS: Nangalkot,

165 994 Md. Billal Hossain Executive Officer 1604650073561349 10,000 100,000
Dist: Comilla
60, Muzgunni Main Road, Khalishpur, Khulna
166 995 Kazi Miraz Hossain Service Associate 1204570075325229 100 1,000
9000
167 997 Faria Islam SBDO Grade-I Kandirpar, Ramghat, Laksam Road, Comilla 1604650073559819 5,000 50,000
Champa Monzil, 28/21, Darus Salam
Mohllah, Sonadanga By-pass Road, Ward
168 998 Md. Abdur Rahman Executive Officer 1201590018582079 3,600 36,000
No-18, PO: Sinadanga Model Thana, Khulna
9100
Senior Business Development
169 1001 Refat Jahan 16/3A, Tollabag, Sobahanbag, Dhaka 1207 1203620072105489 5,000 50,000
Officer
170 1012 A.S.M Nayem SBDO Grade-I House: 13, Road: 14, Sec: 10, Uttara, Dhaka 1203530075328273 1,500 15,000
House: 58/5, Senpara Parbata, Sec: 10,
171 1013 Tazul Hasnain Shuva Officer 1204030075329294 10,000 100,000
Mirpur, Dhaka 1216
Rawshan's Ambia Tower, Flat: 10A, 132 Shah

172 1015 Syed Saquibuzzaman First Assistant Vice President 1202550073565320 30,000 300,000
Ali Bag, Mirpur-1, Mirpur, Dhaka
House: 19, Lane: 01, Hazi Sobur Khan Road,
173 1016 Md. Nasir Uddin Sujan SBDO Grade-I joynal Market, Dakshinkhan, Uttara, Dhaka 1203530075328364 1,500 15,000
1230
Vill: Jagatsinghapur, PO: Naogaon, PS: Sadar,
174 1019 Md. Mokaddes Hossain Junior Officer 1202350075329904 2,500 25,000
Dist: Naogaon
House: La 20 (7th Floor), Merul Badda,

175 1022 Khondoker Imran Hossain Junior Assistant Vice President 1202050028102703 16,000 160,000
Badda, Dhaka 1212
275, Free School Street, Kathalbagan,

176 1032 Md. Reaz Osman Executive Officer 1202550072186663 1,000 10,000
Kalabagan, Dhaka 1205
275, Free School Street, Kathalbagan,

177 1033 Pronab Datta Executive Officer 1202550071394640 1,000 10,000
Kalabagan, Dhaka 1205
House: 167/168, Road: 10, Block: C, Esction:

178 1034 Saiful Alam Assistant Officer (General) 1601880075327161 20,000 200,000
6, Mirpur, Dhaka
Page | 422
Allocated
Employee Allocated
ID No. of Shares
(BDT)
89/1 (Ground Floor), South Bashabo,
179 1036 Arafat Ibne Kabir Assistant Vice President 1205590073561638 5,000 50,000
Sabujbagh, Dhaka 1214
Naruly Dokkhin Para, Chandan Baisha Road,

180 1058 Rahul Roy Service Associate 1204030075333243 3,000 30,000
Bogura-5800
181 1066 Md. Mahfuz Alam First Assistant Vice President Gonestola, Modern More, Dinajpur 1202350075329730 12,000 120,000
House:92 (abdullahpur), Road: 10/B, Sector:
182 1072 Shafiqul Islam Faquir Pintu Junior Assistant Vice President 1204030075332701 30,000 300,000
09, Uttara, Dhaka-1230
7/2/C Shyamolima 1, Garden Street Road,

183 1073 Wali Mohammad Ebrahim Service Associate 1205080075310012 3,000 30,000
Ring Road, , Shyamoli, Dhaka -1207
184 1086 Md. Atiqur Rahman Shankarpur, Mokamtola, Shibgonj, Bogra 1201590074151745 3,000 30,000
Officer
27/4, Malibagh Chowdhurypara,, Dhaka-
185 1089 Kamrul Hasan Service Associate 1203620074915877 50,000 500,000
1219
House TA 216/1, Alatunessa Road, South
186 1098 Mahadi Hassan Tushar Officer 1202550075322798 2,000 20,000
Badda, Dhaka 1212
Khondokar Tower, 227/1A, 3rd Floor, Basail,,

187 1103 Md. Anamul Haque Assistant Officer (General) 1204030075326598 1,000 10,000
Narsingdi Sadar, Narsingdi
188 1110 Md. Atik Khan Executive Officer 674/2/A, East Monipur, Mirpur, Dhaka 1204780073574861 6,600 66,000
189 1114 Shimul Roy Assistant Officer (General) House 79, Road 6/1, Mulatol, Rangpur 1204030075329856 5,000 50,000
House 58, Road 2, Block B, Shaplabag,
190 1119 Chowdhury Narges Islam Service Associate 1201830075323768 2,000 20,000
Tilagor, Sylhet
191 1120 Touhidul Islam Tanvir Akash, Shebok 3, Mirabazar, Sylhet 1201830075323626 10,000 100,000
Officer
Flat E3, House 22, Road 1, Block B, Dominant
192 1127 Jahangir Alam First Assistant Vice President Dream Queens Garden, 1141, Nurerchala, 1204030075323155 5,000 50,000
Bhatara, Dhaka
House 220/19, Jinnah Nagar, Sopura,
193 1130 Md. Mesbahul Haque Service Associate 1205080075310103 2,700 27,000
Rajshahi
House: 184 (5th Floor), Road: 9, Block: K,
194 1133 Faruq Hossain Rasal Junior Assistant Vice President 1205590075418501 6,000 60,000
South Banasree, Dhaka 1219
Vill: Panichora, PO: Chiknagul-3152,
195 1154 Rayhan Alam Service Associate 1205590075325831 3,000 30,000
Jaintapur, Sylhet
West Bhadai, Bhoula, Habiganj Sadar,
196 1157 Md. Razib Ahmed TAO (Cash) 1205590075323751 1,000 10,000
Habiganj
197 1169 Shah Muniruddin Ahmed Junior Assistant Vice President 74/1/Ka, Sagor Dighirpar, Sadar, Sylhet-3100 1205590075323685 10,000 100,000
Road: Hatu Mia Lane, Katnarpara, Post:
198 1171 Md. Nadim Mahmud Service Associate 1204030075334628 3,000 30,000
Bogura Sadar, Post Code: 5800, Dist: Bogura
Page | 423
Allocated
Employee Allocated
ID No. of Shares
(BDT)
199 1178 Tanvir Mahidy Khan Business Development Officer Baliahati, Baliahati-7830, Bhanga, Faridpur 1204570075321908 1,000 10,000
House 35, Road 7, DIT Project, Merul Badda,
200 1183 Mokbal Hossain Officer 1204030075328024 4,800 48,000
Dhaka
House 45, 5th floor, Road 5,, Sector 13,
201 1184 Abdulla Al Mamun Officer 1203680073152341 4,800 48,000
Uttara, Dhaka
175, East Azampur, Faidabad, Dakkhinkhan,
202 1185 Mohammad Tariqul Hasan Assistant Vice President 1203680073956638 1,000 10,000
Dhaka
27/5, 5th Floor, Mayakanon, Sabujbagh,
203 1188 Mohammad Afzalur Rahman Junior Assistant Vice President 1201900075351562 5,000 50,000
Dhaka
114/1, Shah Suja Road, Jollarpur,
204 1189 Md. Uzzal Hossain Officer 1201830075325534 8,000 80,000
Narayanganj
Md. Zahed Uddin Haider Flat 4B, Shima Tower, Gulbag R/A, Agrabad
205 1192 First Assistant Vice President 1204410075319270 4,600 46,000
Chowdhury Access Road, Agrabad, Chattogram
House 129, Road 09/02, South Banasree,
206 1193 Md. Sultan Mahmud Officer 1202550075409467 1,000 10,000
Dhaka
2nd Floor, 11-Kolokakoly R/A, Laladighirpar,
207 1194 Muhammad Aminur Rashid Assistant Officer (General) 1201830075319693 20,000 200,000
Sylhet-3100
East Sannasirchar, Sannasirchar, Shibchar,
208 1197 Md. Aminul Islam Service Associate 1204570075322000 1,000 10,000
Madaripur
Village: Dariapur, P.O: Shahjadpur,, P/S:
209 1200 Md. Moklasur Rahman Executive Officer 1202880075331287 4,000 40,000
Shahjadpur, Dist: Sirajganj
690, Sharai Mosjid Road,, Donia, Kadomtoli,

210 1206 Ahasanuzzaman Officer 1202550075325684 3,000 30,000
Dhaka-1236
C/O. Idris Munshir Bari,Fatehpur., PO.

211 1210 Mohammed Arfat Uddin Officer 1204180072727318 5,000 50,000
Modanhat PS. Hathazari, Chattogram
C/O Haji Abdul Mannan, H#11, Ward#09,

212 1213 Sowda Akter Assistant Officer (General) Block-A, Area-Masdair, (Rangpur House), 1203680075320432 8,200 82,000
Enayetnagar, Fatullah, Narayanganj
Vill: North Krishnagar P.O: Kalkini, P.S:

213 1214 Shihab Uddin Matubbar Service Associate 1204570075325039 5,000 50,000
Kalkini, Dis: Madaripur
214 1216 Mohammad Nader Islam Service Associate 16, Lake Circus, Kalabagan, Dhaka- 1205 1204030075334312 1,000 10,000
Khan Nibash, 2 Colony, 250/5, Mazar Road,
215 1217 Mst. Rahima Khatun Service Associate 1204030075330737 1,000 10,000
Mirpur- 1216
216 1218 Md. Maruf Hassan Service Associate Panti Bazar, Kumarkhali, Kushtia- 7010 1204570075319479 1,000 10,000
Flat# B-2 TA- 52; Mir Bari, Middle Badda;
217 1220 Imdadul Haque Zoni Officer 1202550075322771 10,500 105,000
Dhaka- 1212
Page | 424
Allocated
Employee Allocated
ID No. of Shares
(BDT)
Flat- C/6, House- 27, Enayetganj Lane,
218 1224 Jubayer Asadullah Assistant Vice President 1203680075326140 10,000 100,000
Hazaribag, Dhaka- 1208
26/1, South Komlapur,, Motijheel, Dhaka-
219 1228 Plabon Hasan Junior Assistant Vice President 1202550075334818 2,000 20,000
1217
House- 108, Road- 5/4, Block- D, South
220 1232 Md. Al Amin Assistant Officer (Cash) 1204570075325012 2,000 20,000
Banasree, Rampura, Dhaka
House- 29, Road- 04, Block- A, Banasree,

221 1233 Mohoshin Md. Ikramul Hasan First Assistant Vice President 1205150068957293 20,000 200,000
Rampura, Dhaka
Block- B, Road no: 03, House no: 53,

222 1244 Md. Ekthiar Azam Shafin Service Associate 1204410075323941 800 8,000
Chandgoan, Chattogram
7/1A, 7/1B, Float no # 3E, Sopnokunjo,

223 1253 Md. Fakhrul Alam First Assistant Vice President 1204280053785280 90,000 900,000
Abhay Das Lane, Tikatuli, Wari, Dhaka
House: 03, Flat: 4B, Road: 09, Sector:05,
224 1262 Rashed Akter Senior Vice President 1203530062717949 50,000 500,000
Uttara, Dhaka
225 D2 Anayet Hossain Driver 00-01-00 1204780073558865 20,000 200,000
C/O: Md. Sultan Ahmed, M/s. Alam
226 D4 Md. Harun-Ur-Rashid Driver Store,43/4/1 Hazi Abdul Hay Road, Zigatola, 1204030075324216 10,000 100,000
Dhaka-1209
Vill: Madhyadurgapur, Post: Naogaon,P.S:
227 D6 S. M. Mamun Driver 1204780073574711 10,000 100,000
Naogaon, Dist: Naogaon
Total 5,000,000 50,000,000
Page | 425
ADDITIONAL DISCLOSURE OF THE ISSUE MANAGER
DECLARATION OF LANKABANGLA INVESTMENTS LIMITED REGARDING SUBMISSION OF ALL THE DOCUMENTS AS

PER ANNEXURE A, B, C, D AND G OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC
ISSUE) RULES, 2015 BY MIDLAND BANK LIMITED WITH THE APPLICATION
This is to declare that, Midland Bank Limited has submitted all applicable documents as per Annexure A, B, C, D and
G of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 with the IPO application.
For LankaBangla Investments Limited,
Sd/-
Iftekhar Alam
Page | 426

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ÔÔcyuwRevRv‡i wewb‡qvM SuywKc~Y©| †R‡b I ey‡S wewb‡qvM Ki~bÓ

PUBLIC OFFER OF 70,000,000 ORDINARY SHARES

Issue Date of the Prospectus: [•]

OFFER PRICE TK. 10 EACH

Opening Date for Subscription: [•]

DRAFT PROSPECTUS OF MANAGER TO THE ISSUE

MIDLAND BANK LIMITED LANKABANGLA INVESTMENTS LIMITED

CREDIT RATING STATUS

ISSUE MANAGER CONTACT PERSON CONTACT NUMBER

UNDERWRITERS CONTACT PERSON CONTACT NUMBER

AUDITOR OF THE COMPANY CONTACT PERSON CONTACT NUMBER

CREDIT RATING COMPANY CONTACT PERSON CONTACT NUMBER

ISSUE MANAGERS CONTACT PERSON CONTACT NUMBER

STOCK EXCHANGES CONTACT PERSON CONTACT NUMBER

Date of Publication of Abridged Version of Prospectus:

Prospectus is published in the following Newspapers:

Section No. Particulars Page No.

i. Executive Summary 7-21

ii. Conditions imposed by the Commission 22-28

iii. Declaration and Due Diligence Certificates 29-36

iv. About the issuer 37-39

v. Corporate directory of the Issuer 40

vi. Description of the Issuer 41-113

Management’s discussion and analysis of financial condition and

viii. Directors and Officers 120-170

ix. Certain Relationships and Related Transactions 171-180

x. Executive Compensation 181-182

xi. Options granted to Directors, Officers and Employees 183

xiii. Ownership of the Company’s Securities 187-204

xiv. Corporate Governance 205-220

xv. Valuation Report of securities prepared by the Issue Manager 221-225

xvi. Debt Securities 226

xvii. Parties involved and their responsibilities 226

xviii. Material contracts 227-229

xix. Outstanding Litigations, Fine or Penalty 230-237

xxi. Description of the Issue 246

xxiii. Lock-in 251-252

xxiv. Markets for the Securities Being Offered 253

xxv. Description of securities outstanding or being offered 254-255

xxvi. Financial Statements 256-380

xxviii. Public Issue Application Procedure 403-407

xxix. Others 408-426

(a) About the industry

Overview of the Banking Sector of Bangladesh

Scheduled Banks are classified into following types:

Particulars Number of Banks

Particulars Banking Sector’s Growth Rate of GDP

Particulars Banking Sector’s Share of GDP

Banking Systems Structure, Assets and Deposits (Figure in BDT Billion)

Ratio of Gross NPLs to Total Loans by Type of Bank (In Percent)

31-Dec-2021 31-Dec-2020 31-Dec-2019 31-Dec-2018 31-Dec-2017

(d) Features of the issue and its objects

Offer Price : BDT 10.00

(e) Legal and other Information

Sl. No. Name of Promoter Current Status

Mr. Kazi Zafarullah

Mrs. Nilufer Zafarullah

Liberty Knitwear Ltd.