Lovello Annual Report 2022 23

ANNUAL REPORT
2022-23
TAUFIKA FOODS AND
LOVELLO ICE-CREAM PLC
www.lovello.club
LOVELLO
AT A GLANCE
Company Name Logo

Taufika Foods and Lovello Ice-cream PLC
Incorporation Legal Status

August 07, 2011 Public Limited Company
Converted into Public Limited Company Incorporation & Reg. No.

July 08, 2019 C-94700/11
Date of Listing Authorized Capital

February 02, 2021 Tk. 1,000,000,000 divided by 100,000,000
ordinary shares of Tk. 10.00 each
Paid up Capital Registered office

Tk. 850,000,000 divided by 85,000,000 Bashile, Kathali, 6 No. Valuka Union
ordinary shares of Tk. 10.00 each Parishad Valuka, Mymensingh.
Registered Office Telephone & FAX Corporate Office

Telephone: 02-9841286-8, Fax: 02-9841289 House-80, Road-2, Banani (Chairman Bari),
Dhaka-1213.
Corporate Office Telephone & FAX Factory Address

Telephone: 02-9841286-8, Fax: 02-9841289 Bashile, Kathali, 6 No. Valuka Union
Parishad Valuka, Mymensingh.
Factory/Project Telephone & FAX Website

Telephone: 01841102530, Fax: 02-9841289 www.lovello.club
Email
[email protected]
TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 01

Annual Report-2022-23
Greetings
Gree�ngs Sustainable Attainment in Our Scoops
With a shovel of gra�tude and a sprinkle of delight, Taufika It is palpable that our path is closely intertwined with the
Foods and Lovello Ice Cream PLC takes immense pleasure in ni�y-gri�y of success a�er we have witnessed a century of
unveiling the Annual Report of its flavorful journey. With sustainable opera�ons in Bangladesh. As we progress in our
each passing year, we've strived to create not just frozen pursuit of sustainability, we are now se�ng our sights on the
treats but memorable experiences that touch the hearts and next century. At the heart of our sustainable achievement is
taste buds of our cherished customers and stakeholders. This our dedica�on to sourcing the finest ingredients responsibly.
report is a skylight into our passion, innova�on, and dedica- We've partnered with local farmers who share our commit-
�on to quality in every scoop. It's a tribute to the trust and ment to eco-friendly farming prac�ces. This not only ensures
support you've placed in us, driving us to push the boundar- the highest quality ingredients but also supports local
ies of crea�vity and excellence in the world of ice cream. communi�es and reduces our carbon footprint. We are
realigning our business to align with government priori�es
Enclosed within these words and numbers is a vivid portrayal and future needs, all while reinvigora�ng our dedica�on to
of our sweet voyage through the fiscal year, culmina�ng on promo�ng sustainable change throughout Bangladesh.
June 30, 2023. This Report is a testament to our commitment
to transparency and adherence to the guiding principles and As we take the next steps in our journey, this Annual Report
content elements outlined by the esteemed interna�onal outlines our plans for the years to come. These plans encom-
integrated repor�ng framework graciously provided by the pass various areas, including climate ac�on, sustainable
Value Repor�ng Founda�on (VRF). livelihoods, and excellence in corporate governance. Our
quest of sustainable achievement is not just a part of our
As you delve into these pages, you will uncover a mul�-facet- business stratagem; it's the very essence of who we are. As
ed perspec�ve of our Company's performance during the we con�nue to innovate, invest, and inspire, we invite you to
even�ul financial year of 2022-23 – a year as rich and diverse join us on this delectable journey towards a more sustain-
as the flavors we offer. As the sun sets on another year, we able, responsible, and scrump�ously deligh�ul future. Our
greet you with open arms to explore our Annual Report, a strategic alignment remains steadfast to ensure resilience in
story of our passion for ice cream this rapidly evolving new world.
02 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Impression of Our Annual Report Comparability: We provide a wide-ranging overview of our
performance across current and previous repor�ng periods,
In pursuit of the scheme to provide a scrupulously balanced, underpinned by our steadfast pledge to long-term value
succinct, and precise representa�on of our corporate gover- crea�on.
nance prac�ces, regulatory compliance ini�a�ves, strategic
endeavors, performance metrics, emerging opportuni�es, Uniformity: The integra�on of report data with our internal
and forward-looking perspec�ves, encompassing the controls bolsters the verifiability of our informa�on, enhanc-
relevant Environmental, Social, and Governance (ESG) ing the credibility of our disclosures.
aspects, this report assumes a pivotal role. It not only
addresses the value-genera�on considera�ons of our Lucidity: Through the seamless fusion of textual and visual
steadfast long-term investors but also offers valuable insights elements, we have priori�zed readability, comprehension,
to all our esteemed stakeholders. and concision to make our report accessible and informa�ve.
This comprehensive report, while shedding light on the Reliability: Financial and governance informa�on is me�cu-
trajectory leading to our enduring future, derives its insights lously ve�ed by celebrated external assurance service
from our opera�onal accomplishments during the period providers, ensuring the utmost reliability and accuracy in our
from July 1, 2022, to June 30, 2023. disclosures.
Our yearly evalua�on of momentous subjects equips us with

Integrated Perspec�ves and Repor�ng
the ability to recognize and understand factors that can have
Excellence either posi�ve or nega�ve effects on our efforts to create
value in the short, medium, and long run. These factors
Our seamless integra�on across every surface of our value
encompass aspects directly impac�ng our financial
chain, from crop to consumer, serves as the founda�on for
performance, as well as our ESG priori�es and opportuni�es.
our inclusive repor�ng framework. This framework empow-
Together, these elements play a pivotal role in shaping the
ers us to convey our strategic plans, performance outcomes,
trajectory of our triple bo�om-line over �me. This report, in
and value crea�on strategies with unwavering clarity.
its en�rety, serves as a complete repository of informa�on
concerning all such ma�ers that we consider capable of
Oversight of our integrated repor�ng process rests with the
substan�ally influencing the process of value crea�on at
vigilant Board Audit Commi�ee, while our internal and
Taufika Foods and Lovello Ice Cream PLC.
external audit teams carefully inspect key controls and
accoun�ng ma�ers, ensuring the utmost precision and
accuracy in our informa�on. In pursuit of complete transpar-
ency and credibility, we also engage in regular collabora�on Mohammad Didarul Alam, FCMA
with legisla�ve authori�es, regulators, and esteemed profes- Company Secretary (Ac�ng)
sional bodies to obtain external assurance as necessary.
At the core of this report lies our robust corporate gover-

nance framework, which stands as a testament to our
workforce's unwavering dedica�on to achieving perfor-
mance excellence with the highest standards of integrity and
ethics. Guided by our Board and Leadership team, this
framework enables swi�, robust, and streamlined
decision-making processes and the effec�ve management
systems that underscore our commitment to excellence.
Informa�on Declara�on
In the thorough development of both the wri�en and visual
elements of this report, we have diligently followed a suite of
five stringent qualita�ve approaches:
Completeness: Our commitment to inclusivity extends to

material impacts, external influences, and broader sustain-
ability ini�a�ves, ensuring a comprehensive portrayal of our
opera�ons.

CONTENTS
01 OVERVIEW
At a Glance
Gree�ngs
Table of Contents
Second Genera�on Leaders
01
02-03
04-05
06
Welcome note from our Chairman 07
No�ce of the 12th Annual General Mee�ng 08
Le�er of Transmi�al 09
Together We Are Stronger 10-11
Chairman's Message 12-13
Managing Director's Message 14-16
Shareholder Director’s 17
Who We Are 18
Presence in Bangladesh 20
Our Values 21
Prime Focus & Strategic Outlook 22
02 BUSINESS ACTIVITIES & REVIEW

Company’s Milestons
Business Principles
Ethical Principles
23
25
26-27
Five Years Financial Summary 28
Financial Graph 29
Our Performance 30
Risk Management Outline 31-32
Value Genara�on and Sustainable Longevity 34-35
Market Value Added Statement 36
Corporate Social Responsibility 37

03 BOARD OF DIRECTORS & MANGEMENT
Board & Commi�ees
Profile of Board of Directors
Senior Managemet Profile
Director's Report
38
39-44
46-51
53-61
Peak Points 63
Management's Discussion and Analysis of Financial Condi�on 64-67
Mee�ngs and A�endance by The Directors 68
Shareholder Pa�ern 69-70
04 CORPORATE GOVERNANCE
Cer�ficate of BAPLC
Cer�ficate of Compliance
Compliance Report on Corporate Governance Code
72
73
74-88
Report of the Nomina�on and Remunera�on Commi�ee 90
Report of Audit Commi�ee 91
Terms of Preference of the NRC 92-93
Terms of Preference of the Audit Commi�ee 94-97
Policy on Nomina�on 98-99
Policy on Remunera�on 100
Board Evalua�on Policy 101-105
Dividend Distribu�on Policy 106-108
Unclaimed/Unse�led Dividend 109
05
FINANCIAL REPORT
Independent Auditor's Report 112-115
Audited Financial Statements 116-149
Lovello Events and Ac�va�ons 150-158
Proxy From 159

SECOND GENERATION LEADERS

Welcomenote from our
Chairman
The year that has just passed was undeniably one of the most challenging periods our global community
has ever faced. It challenged us in unprecedented ways. Yet, in the midst of adversity, it also showcased the
inherent strengths of our company, including our cohesive and inclusive corporate culture, the influence of
our brand, the extensive reach of our distribu�on network and our resolute commitment to corporate
liability.
In the face of the relentless challenges we encountered in previous years, we met them head-on with the
dedicated spirit that has consistently defined our company. This determined spirit enabled us to pivot
swi�ly and respond with remarkable agility to the rapidly shi�ing landscape. As we move forward,
cognizant of the poten�al hurdles in the current year, our commitment to our core principles remains
steadfast. Foremost among these principles is our unwavering dedica�on to affec�ng a reflec�ve and
meaningful impact in the lives of our consumers and all stakeholders alike.
Simultaneously, we are commi�ed to driving a posi�ve and forward-looking agenda, uni�ng our people,
products, and widening community in a shared journey of progress. As we embrace the future, I want to
express my profound gra�tude to our en�re team, whose dedica�on and resilience have been the bedrock
of our success. Together, we will steer the challenges ahead and strongly believe that, our values and vision
will light our path forward.
With warm regards,
Da�n' Shamima Nargis Haque

Chairman

NOTICE OF THE
12th ANNUAL GENERAL MEETING
No�ce is hereby given for the 12th Annual General Mee�ng of the Shareholders of TAUFIKA FOODS AND LOVELLO ICE CREAM PLC
which will be held on Saturday the 30th December, 2023 at 11:30 a.m. by using “Digital Pla�orm” (in pursuant to the Bangladesh
Securi�es and Exchange Commission’s Order No. SEC/SRMIC/94-231/25 dated 08 July 2020) to transact the following business:
Agenda:
1. To discuss about ma�ers arising out of the last minutes.

2. To received, consider and adopt the Audited Financial Statement for the year ended June 30, 2023.
3. To approve Report of Directors to the shareholders.
4. To declare dividend for the year ended June 30, 2023.
5. To elect/re-elect Directors in terms of the relevant provision of Ar�cles of Associa�on.
6. To appoint/ re-appoint statutory auditors for the financial year ended on June 30, 2023 and to fix their remunera�on.
7. To appoint Compliance Auditors for the year 2023-2024 and to fix their remunera�on.
8. To extension of �me of IPO use of proceeds.
9. Any other ma�er with the permission of the Chair.
By order of the Board
Mohammad Didarul Alam, FCMA

Company Secretary (Ac�ng) 07 December, 2023
Notes: The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the
Company not less than 48 hours before the �me fixed for the mee�ng.
1. Members whose names appeared on the Depository Register as on the “Record Date” i.e. November 20, 2023, are
eligible to a�end the Annual General Mee�ng (AGM) and receive the dividend.
2. A Member en�tled to a�end and vote at the AGM may appoint a Proxy to a�end and vote in his/her stead. A copy
of the “Proxy Form”, duly filled and stamped requires emailing at [email protected] not later than 48 hours
before the AGM.
3. According to the Bangladesh Securi�es & Exchange Commission’s No�fica�on No.
BSEC/CMRRCD/2016-158/208/Admin/81 dated June 20, 2018 the Company will send the Annual Report 2022-23 in
so�-copy format to the e-mail of the shareholders available in their Beneficial Owners (BO) accounts maintained
with the CDBL.
4. In case of non-receipt of Annual Report 2022-23 of the Company that will be sent through email, Members may
download the same from the ‘Investors Informa�on’ sec�on of the Company’s website: www.lovello.club. Login
process along with the joining link of the 12th AGM will be available at the ‘Investors Informa�on’ sec�on of the
Company’s website; members are requested to check the login details. Members may also send an email at
[email protected] for queries or assistance to join the AGM.

LETTER OF
TRANSMITTAL
To
All Shareholders
Bangladesh Bank
Registrar of Joint Stock Companies & Firms
Bangladesh Securi�es & Exchange Commission
Dhaka Stock Exchange Ltd.
Chi�agong Stock Exchange Limited PLC.
Annual Report for the year ended June 30, 2023
Dear Sir(s)
We are pleased to enclose a copy of the Annual Report containing the Directors’ Report and
Auditors’ Report along with Audited Financial Statements including the Statement of Financial
Posi�on as at June 30, 2023, Statement of Profit or Loss and Other Comprehensive Income,
Changes in Equity and Cash Flows for the year ended June 30, 2023 along with notes thereon for
your record and necessary measures.
Thank you.
Sincerely yours,
Mohammad Didarul Alam FCMA

Company Secretary (Ac�ng)

TOGETHER WE ARE
STRONGER
Board of Directors
Da�n’ Shamima Nargis Haque Chairman
Dato’ Engr. Md. Ekramul Haque Managing Director
Muhsinina Taufika Ekram Director
Muhsinina Sharika Ekram Director
Ruhul Ameen M.Com, FCMA Independent Director
Opera�onal Management Team

Dato’ Engr. Md. Ekramul Haque Managing Director
Engr. Md. Kamruzzaman Chief Opera�ng Officer
Mustaque Ahmad Chief Financial Officer
Muhammad Razib Hasan Chief Strategic Officer
Mohammad Didarul Alam FCMA Company Secretary (Ac�ng)
Md. Moheuddin Sarder Head of Internal Audit
Audit Commi�ee
Ruhul Ameen M.Com, FCMA, Independent Director, Chairman of the Commi�ee
Muhsinina Taufika Ekram Director, Member of the Commi�ee
Muhsinina Sharika Ekram., Member of the Commi�ee
Nomina�on and Remunera�on Commi�ee

Ruhul Ameen M.Com, FCMA, Independent Director, Chairman of the Commi�ee
Muhsinina Taufika Ekram, Director, Member of the Commi�ee
Muhsinina Sharika Ekram. Member of the Commi�ee
* The company secretary shall act as the secretary of the Committee.

Auditors UCBL
Gulshan Branch
Kazi Zahir Khan & Co.
Chartered Accountants NRB Bank
Home Town Apartments (Level-15), Corporate Head Office. Uday Sanz; Block: SE (A), Plot:
87 New Eskaton Road, Dhaka- 1000. 2/B, Road: 134, South Avenue; Gulshan – 1, Dhaka-1212.
Old Corporate Head Office.
Compliance Auditors Shimanto Bank Limited
Mujibur Rahman & Co. Shimanto Shamvar (Level-7), Bir U�am M. A. Rob Sarak
Cost and Management Accountant (Road No. 2), Shimanto Square, Dhanmondi
Saj Bhaban Suite C-30 (15TH floor) City Bank Ltd
27, Bijoy Nagar, Dhaka-1000 Gulshan Branch,City Bank Center, 136 Gulshan Avenue,
Gulshan 2, Dhaka 1212
Legal Adviser AB Bank Ltd
Md. I�abul Kamal Ayan Address: Banani Branch, House no: 88, Road No. 11,
Advocate, Bangladesh Supreme Court House 50, Block C, (1st-2nd Floor, 54 Rd No. 11,
Dhak1213
Md. Humayun Kabir Shimanto Bank Limited
Advocate, Bangladesh Supreme Court Shimanto Shamvar (Level-7), Bir U�am M. A. Rob Sarak
(Road No. 2), Shimanto Square, Dhanmondi, Dhaka- 1205
Bankers
Trust Bank Ltd
Trust Bank Ltd Millennium Branch Jahangir Gate,
Millennium Branch Jahangir Gate, Dhaka Cantonment Dhaka Cantonment, Dhaka.
Dhaka.
Dutch Bangla Bank Ltd
Pubali Bank Ltd Seed Store Bazar Branch, Mymensingh
Delta Life Tower ,(2nd floor), Plot #37, Road # 45 North
& 90 South, Gulshan Circle-2, Dhaka-1212 Shimanto Bank Limited
Shimanto Shamvar (Level-7), Bir U�am M. A. Rob Sarak
Premier Bank ltd (Road No. 2), Shimanto Square, Dhanmondi
Address: Banani Branch, Plot#, 76/A Rd No. 11, Dhaka
Trust Bank
Prime Bank Ltd Millennium Branch Jahangir Gate, Dhaka Cantonment
Address: 62 Block - E, Kemal Ataturk Avenue, Banani, Dhaka.
Dhaka 1213
Shimanto Bank Limited
Brac Bank Ltd Shimanto Shamvar
Address: Borak Mehnur, 51/B Kamal Ataturk Avenue 4th (Level-7),Bir U�am M. A.
and 5th Floor, Dhaka 1213 Rob Sarak (Road No. 2),
Islami Bank Ltd Shimanto Square, Dhanmondi
Gulshan Branch, Gulshan Circle-2, Dhaka
Dutch Bangla Bank Ltd
Insurer
Address: Borak Mehnur 51/B Kamal Ataturk Avenue 1st
and 2nd Floor, Dhaka 1213
Union Bank Ltd Karnaphuli Insurance Company Limited
Banani Branch, Assurance Nazir Tower, Plot-65, Block: B, Eastern Insurance Company Limited
Kamal Ataturk Banani Met Life Insurance
Mercan�le Bank Ltd

Mohakhali Branch, Address: 51-52, Green Delta Aims
Tower, Mohakhali C/A, Dhaka 1212

CHAIRMAN’S
MESSAGE
I AM CONFIDENT THAT
TAUFIKA FOODS AND
LOVELLO ICE CREAM PLC
IS WELL-POSITIONED
FOR CONTINUED
SUCCESS IN THE YEARS
TO COME.
CHAIRMAN’S MESSAGE
Dear Esteemed Shareholders,
Assalamu Alaikum,
With great joy I hereby disclose the Annual I would also like to extend my hear�elt
Report for the fiscal year 2022-2023 of Taufika gra�tude to our robust corporate governance
Foods and Lovello Ice Cream PLC. This stands framework. Corporate governance is the
as a grand opportunity for us to showcase our compass that guides our company's daily
remarkable journey but also to convey our opera�ons, reflec�ng our unwavering
profound apprecia�on to the partners and commitment to conduc�ng business in a
stakeholders who have been the bedrock of principled manner. LOVELLO places dominant
our success. Although the year in ques�on, has importance on effec�ve corporate governance
been a year of great challenges and to ensure the company's safety and the
opportuni�es, I am proud to say that we have interests of its stakeholders. The Board
emerged stronger than ever. provides strategic direc�on, approves major
policy decisions, and oversees senior
In the face of formidable challenges, which management to achieve our business
persisted from the previous years, our country objec�ves. To provide essen�al strategic
has triumphed in achieving a truly iconic support to the Board, various commi�ees,
milestone: the Padma Mul�purpose Bridge. including the Execu�ve Commi�ee, Audit
This engineering marvel stands as a tes�mony Commi�ee, and Risk Management Commi�ee,
to our na�on's buoyancy and will serve as a are diligently fulfilling their roles.
channel for enhanced connec�vity and
unparalleled business prospects between our I must extend my sincere apprecia�on to the
capital city and the dynamic South-Western Government of Bangladesh, regulatory
region. The bridge has become a tangible authori�es, and the dedicated members of our
reality, poised to contribute a remarkable 1.5 Board for their unwavering support and
percent to our na�on's GDP. Beyond its insigh�ul guidance during these trying �mes. I
economic bang, the Padma Bridge holds the would also like to express my gra�tude to our
promise of transforming the regional valued customers, whose trust in our services
landscape, nurturing agriculture-based drives us to incessantly, enhance their
economies, revolu�onizing educa�on and experience.
healthcare access, and invigora�ng the land
ports, thereby fostering increased trade In rundown, I wish to convey my sincere
between India and Bangladesh. Furthermore, apprecia�on to all individuals who have
it is set to bridge the digital divide, crea�ng persistently provided their patronage and
new avenues for telecommunica�ons, internet placed their reliance in Taufika Foods and
services, informa�on sharing, data processing, Lovello Ice Cream PLC. I am confident that
so�ware development, training, and Taufika Foods and Lovello Ice Cream PLC is
manufacturing – all of which will catalyze well-posi�oned for con�nued success in the
economic growth and employment. years to come. While we persevere through
these tumultuous circumstances, be assured
Amid poli�cal and financial turmoil, our that our paramount objec�ve remains to
company has remained resolute, maintaining elevate customer sa�sfac�on, and we are
steady progress and upholding high standards resolutely dedicated to widen your overall
of credit quality. Our astute risk management experience with LOVELLO.
prac�ces have not only weathered the storms
of global market fluctua�ons and evolving Thank you for your a�en�on.
regula�ons but have also thrived throughout
the business cycle. I take immense pride in Warm regards,
highligh�ng the numerous posi�ve outcomes
achieved during the financial year 2022-23,
despite the myriad challenges we faced. Da�n' Shamima Nargis Haque
Chairman
MANAGING DIRECTOR’S
MESSAGE
WE WISH TO CONVEY OUR

INSIGHTFUL THANKS FOR YOUR
STEADFAST CONFIDENCE IN
TAUFIKA FOODS AND LOVELLO ICE
CREAM PLC. WE EAGERLY
ANTICIPATE A FUTURE TEEMING
WITH DYNAMIC PROSPECTS,
FORTIFIED BY OUR STANCH
PERSEVERANCE TO THE HIGHEST
STANDARDS OF EXCELLENCE AND
SUSTAINABILITY.
MANAGING DIRECTOR’S
MESSAGE
Dear Shareholders,
Assalamu Alaikum,
Taufika Foods and Lovello Ice Cream PLC expresses its profound
gra�tude for your unwavering support and invaluable
contribu�ons to our company. The journey from our humble
beginnings a few years ago to our current stature has been a
remarkable one. LOVELLO, now a leading and esteemed brand in
the ice cream industry, takes great pleasure in acknowledging
your enduring trust and confidence.
In the world of Lovello, we don't just make ice cream; we cra�

experiences. Our commitment to delivering the finest quality,
the most innova�ve flavors, and the highest standards of
excellence has been our guiding principle since day one. Over the
past couple of years, the company has achieved significant
milestones. Our dedicated teams have played a pivotal role in
propelling the company's growth through their �reless
dedica�on and hard work. We've introduced innova�ve
strategies and new products to align with evolving market
demands, thereby establishing a robust founda�on for the next
decade and beyond as we con�nue to evolve as a sustainable
and forward-thinking enterprise.
Even a�er much turmoil in recent years, we have successfully

weathered those storms, emerged stronger and more resilient.
Bangladesh's achievement in comple�ng the Padma
Mul�purpose Bridge project in June 2022, has spurred
significant economic growth to the country’s GDP and we
an�cipate similar growth in the south-western region. With the
Padma Bridge poised to carry an ever-increasing number of
vehicles, we at LOVELLO are prepared to harness this
opportunity for our growth and expansion. The ease of business
communica�on it affords will catalyze growth in various
industries across the southwestern part of the country, including
communica�on, transporta�on, agriculture, industrializa�on,
and employment. This, in turn, will upli� the living standards of
the neighborhood in the region.
In fine, we wish to convey our insigh�ul thanks for your steadfast

confidence in Taufika Foods and Lovello Ice Cream PLC. We
eagerly an�cipate a future teeming with dynamic prospects,
for�fied by our stanch perseverance to the highest standards of
excellence and sustainability.
In apprecia�on and kind regards,
Datoʹ Engr. Md. Ekramul Haque

Managing Director
SHAREHOLDER
DIRECTOR’S
Da�n’ Shamima Nargis Haque Dato’ Engr. Md. Ekramul Haque

Chairman Managing Director
Muhsinina Taufika Ekram Muhsinina Sharika Ekram

Director Director

WHO
WE ARE

PRESENCE IN
BANGLADESH
Rangpur Depot
Sylhet Depot
Mymensingh Depot
Rajshahi Depot
Bogra Depot
Dhaka
North
Depot
Dhaka
Dhaka
West Dhaka East
Depot Depot
Dhaka
South
Depot
Cumilla Depot
Faridpur
Jessore Depot Depot
Noakhali Depot
Khulna Depot Barishal Depot Cha�ogram Depot
Cox’s Bazar Depot

OUR
VALUES
VISION MISSION CORE VALUES

We aspire to become the Our mission is to produce and Our core values revolve
embodiment of love, deliver high-quality products around the resolute
capturing the hearts of all through ongoing innova�on in precedence we place on our
Bangladeshis so profoundly our products, opera�ons, customers. We embrace
that the mere u�erance of communica�on, and simplicity and standardiza�on
'Lovello' evokes a concerto of management. We are as guiding principles.
joy, much like the melodious commi�ed to maintaining the Freshness, impeccable taste,
chirping of birds in unison. highest standards without and con�nuous innova�on
ever compromising on the form the founda�on of our
excep�onal taste and quality values, ensuring that we
that define our brand. constantly meet and exceed
our customers' expecta�ons.

PRIMARY FOCUS AND

STRATEGIC OUTLOOK
Lovello, incisively a�uned to the discerning tastes and demands of its customers, has embarked on a pioneering journey within
the ice-cream industry. Central to our ethos is the unwavering commitment to Total Quality Management (TQM) across all facets
of our opera�ons. In this quest, we have unveiled an expansive array of ice-cream offerings, dis�nguishing itself from compe�tors
in the market. To date, we have introduced an impressive 58 dis�nct ice-cream crea�ons, posi�oning us as a frontrunner in the
ice cream sales industry.
Our preeminent objec�ves revolve around stringent quality control and the maintenance of impeccable standards in our produc-
�on processes. Hygiene and product quality remain paramount priori�es for Lovello. Furthermore, we remain resolute in our
dedica�on to delivering products that offer excep�onal value for money, thereby ensuring 100% customer sa�sfac�on through
the right products, precisely placed in the right market, at the right �me.
Market segmenta�on through the provision of customized products exemplifies Lovello's unique policy. Simultaneously, we are
unwavering in our pursuit of sustained business growth. The principles of good corporate governance, lucidity, and accountability
guide our every ac�on. Maintaining regulatory compliance is not a mere obliga�on; it is a testament to our commitment to
opera�ng at the highest standards. Our pledge extends to the con�nuous enhancement of our product por�olio, fostering expan-
sion that aligns with market dynamics.
In strategically char�ng Lovello's trajectory for the introduc�on of new ice cream products, a me�culous and all-encompassing
market analysis becomes an impera�ve prerequisite. This involves an exhaus�ve scru�ny encompassing an array of facets, includ-
ing an in-depth evalua�on of consumer behavior, a comprehensive assessment of compe�tors' strategies, and a penetra�ng
analysis of market penetra�on within the ice cream sector.
While our immediate concentra�on remains centered on the formula�on of Lovello's ice cream distribu�on strategy, we
maintain a dogged cognizance of the myriad challenges, barriers, and intricate compe��ve dynamics inherent within the overar-
ching landscape of the industry.

COMPANY’S
MILESTONES
2023
Disbursed BDT
100.20 Million
as 12 % Cash
dividend 2022
Sealed Revenue
BDT 960.38
Million as 12.88%
growth
2021
Trade opening
on February 10
as 'TAUFIKA'
2020
Obtained Consent
Le�er from BSEC
to IPO
2019
First Business
Meet on
February 15.
2018
2017
Achieved 63%
sales growth
2016
LOVELLO become
the �tle sponsor
of ‘Miss World
Bangladesh'
2015
Lovello officially
started its
journey on
February 14 on
Lovello the occasion of
Ice-cream set up Valen�ne’s Day.
a factory at
Valuka,
Mymensingh
and was
inaugurated on
December 19.


BUSINESS
PRINCIPLES
Though not stringent but genuine principles are the maiden priority for Taufika Foods and Lovello Ice-cream PLC and the company
is the connoisseur of maintaining unique principles strictly. The corporate business principles being at the focal point of its
company reflect the basic ideas of jus�ce, sincerity and a concern for folks and families, communi�es including quality, innova�on,
commitment, health and safety, delectability. LOVELLO’s internal rules run on strict compliance with the law and guide the ac�ons
even if the law is more indulgent or where there is no applicable law at all. Upholding compliance goes beyond keeping checklists.
It requires steadfast principles that apply across the whole company and provide clear guidance for all employees.
The company believes the key to its success is Lovello’s Six Principles of Quality, Liability, Mutuality, Moderniza�on, Commitment
and Freedom.
• Quality:
The consumers are the boss of our company and we will not compromise on our standards. Lovello’s Quality Policy creates a
shared pla�orm for quality standards in both the Pharmaceu�cal and Diagnos�cs businesses. Consumers recognize and
appreciate our commitment to quality. Quality is a common interest and an important factor in our success – one that
guarantees sa�sfied customers. Lovello’s quality policy is a commitment to our customers and other interest groups.
• Liability:
All our coworkers take liability for results and exercise scheme and verdict while making decisions. As part of our commitment
to the industry, our management team in the mean�me met with congressional leaders to discuss our responsibility in leading
important industry issues as part of the Annual General Mee�ng.
• Mutuality:
We believe the standard by which our business rela�onships should be measured is the degree to which mutual benefits are
created. We assemble strong partnerships with our suppliers, customers, consumers and acquaintances. Persistently we look
for ways to improve effec�veness and efficiency, and to reduce waste. We are proud to say that our manufacturing facility is
now 100% pure and fresh. We use problem solving as a way to iden�fy opportuni�es for improvement and focus resources
where needed.
• Moderniza�on:
Growth of ice-cream produc�on for different weather is no longer urged nowadays. So moderniza�on and innova�on are the
brotherly facts inscribed at the heart of Lovello. To keep the markets stocked, Lovello is stepping up and able to expand sales
of its ice cream across the country. LOVELLO becoming the most demanding ice cream in the market, it has taken ini�a�ves in
increasing its distribu�on and logis�cs capabili�es in line with its strategies through sincere innova�on. We do not mislead our
customers about our products and the customers, we do believe, have no complaints against our delectable products.
• Commitment:
Stern commitment is making Lovello successful over �me. We never deviate to earn the trust of our employees, consumers,
customers, suppliers, shareholders and wider society. This depends on us ac�ng with integrity at all �mes and upholding our
commitments. Trust in our company, products, services and brands can only be built consistently step by step. This is why we
take decisions with a long-term view, while ensuring we meet our commitments today. Our commitment is to never
compromise on the safety of any product.
• Freedom:
To shape our future, Lovello believes in freedom and as one of the world’s largest family-owned corpora�ons, this
independence enables our company to achieve growth and prosperity. Lovello is dreaming of building a business based on the
philosophy of a “mutual benefits” for all stakeholders and this vision helps us con�nuously improve our management systems
to guarantee product quality and safety aiming for zero defects. Lovello teams put the principles in ac�on every day, making
a difference for people and the planet through our performance.

ETHICAL
PRINCIPLES
In an era where ethical considera�ons have transcended being merely desirable to becoming a fundamental pillar of business
opera�ons, Lovello Ice Cream reaffirms its stanch commitment to uphold and promote ethical philosophy. At Lovello, we proudly
adhere to the highest standards of corporate conduct, unwaveringly complying with all relevant an�trust, compe��on, and fair
dealing laws. We persistently reject any engagement in an�compe��ve prac�ces and work systema�cally to ensure that our
business prac�ces are aligned with the principles of fair compe��on. As we endeavor to cra� our annual report, we take this
opportunity to shed light on the ethical founda�ons that guide our ac�ons and define our corporate character.
Our Core Ethical Philosophy
1. Integrity and Transparency
Integrity forms the bedrock of our ethical framework. We are commi�ed to conduc�ng our business with the utmost honesty,
fairness, and transparency. Our stakeholders can trust us to always adhere to the highest ethical standards in every facet of our
opera�ons. Integrity is the cornerstone of our business conduct. We demand absolute honesty and ethical behavior from all
employees. We believe that integrity is not merely an op�on; it is an essen�al component of our character. In a landscape where
shortcuts may beckon and compromise may seem temp�ng, Lovello remains resolute in its unwavering dedica�on to the
principles of integrity. We hold ourselves to the highest ethical standard, not because it is convenient, but because it is the right
thing to do. In this commitment, we find our strength, our iden�ty, and the assurance that our every ac�on is rooted in the
bedrock of integrity.
2. Customer-Centric Approach
At Lovello, we view ethical business prac�ces as synonymous with a customer-centric approach. We priori�ze the sa�sfac�on and
well-being of our customers, ensuring that our products meet the highest standards of quality and safety. This commitment
extends to providing transparent and accurate product informa�on.
3. Environmental Stewardship
Our environmental responsibility is not just a corporate obliga�on; it's a moral impera�ve. We take proac�ve measures to
minimize our ecological footprint, from sustainable sourcing of ingredients to energy-efficient produc�on processes. Lovello is
dedicated to contribu�ng posi�vely to the environment we all share.
4. Social Responsibility
Our commitment to ethical principles extends to the communi�es we serve. We ac�vely engage in philanthropic ini�a�ves and
support local causes that align with our values. By fostering posi�ve social change, we aim to leave a las�ng, posi�ve impact on
society.
5. Fair Labor Prac�ces
Our workforce is the heartbeat of our organiza�on, and we pledge to treat all employees with dignity and respect. Fair
compensa�on, equal opportuni�es, and safe working condi�ons are non-nego�able elements of our ethical labor prac�ces.
Code of Business Conduct:

At Lovello, our Code of Business Conduct stands as an unequivocal testament to our unwavering commitment to excellence in
every facet of our opera�ons. This code delineates non-nego�able minimum standards governing key areas of employee behavior,
encompassing:
1. Compliance with Laws: Lovello holds steadfast to its duty of upholding the law. We insist upon strict compliance with all
applicable laws and regula�ons, ensuring that our opera�ons remain well within the bounds of legal and ethical standards.

2. Conflicts of Interests: We are acutely aware of the poten�al pi�alls of conflicts of interest. Lovello takes proac�ve measures to
iden�fy, disclose, and me�culously resolve any conflicts of interest, fostering an environment of fairness and transparency.
3. Bribery and Corrup�on: Lovello unequivocally prohibits all forms of bribery and corrup�on. We extend this prohibi�on not only
to our employees but also to our service providers and agents, leaving no room for any conduct that could even remotely suggest
or appear to be associated with such illicit ac�vi�es.
Our Code of Business Conduct is not merely a document; it is a living testament to our dedica�on to building trust and credibility
within our organiza�on. We are commi�ed to cul�va�ng a culture of open and honest communica�on, both internally among our
employees and externally with our valued clients. This code reflects our unwavering resolve to uphold the highest standards of
ethics and integrity, se�ng the gold standard for how we conduct business at Lovello.
As we reflect on the past year, Lovello Ice Cream takes pride in the ethical founda�on upon which our success is built. We remain
dedicated to fostering a corporate culture that not only embraces these ethical principles but also seeks to con�nually improve
upon them. Our commitment to ethics is not a sta�c declara�on; it is a dynamic, ongoing journey towards excellence and
responsible corporate ci�zenship.

FIVE YEARS
FINANCIAL SUMMARY
Par�culars June 30, 2023 June 30, 2022 June 30, 2021 June 30, 2020 June 30, 2019
(A) Sales 943,667,285 960,385,039 850,801,390 942,869,150 922,889,785

(B) Cost of Goods Sold 558,930,279 557,319,210 494,909,633 552,392,597 537,504,916
(C) Gross Profit (A-B) 384,737,006 403,065,829 355,891,757 390,476,553 385,384,869
(D) Opera�ng Expenses 143,284,585 141,143,960 139,688,077 149,280,037 134,508,705
Administra�ve Expenses 16,687,750 17,101,509 16,231,797 18,701,781 13,564,960
Marke�ng Expenses 126,596,834 124,042,451 123,456,281 130,578,256 120,943,746
(E) Opera�ng Income (C-D) 241,452,422 261,921,869 216,203,680 241,196,516 250,876,164
(F) Financial Expenses 116,877,787 120,022,392 118,035,700 155,147,618 161,134,907
(G) Profit Before Other 124,574,634 141,899,478 98,167,980 86,048,898 89,741,257
Income (E-F)
(H) Other Income 13,590,518 12,051,004 3,598,895 3,455,781 6,102,220
(I) Net Profit Before WPPF 138,165,152 153,950,482 101,766,874 89,504,679 95,843,477
(J) Provision for WPPF 6,579,293 7,330,975 4,846,042 4,262,128 4,563,975
(K) Net Profit Before Tax 131,585,859 146,619,507 96,920,833 85,242,551 91,279,502
(I-J)
(L) Income Tax Expense 26,321,934 25,024,497 1,912,957 23,189,490 29,634,215
Current Tax 11,639,189 13,362,639 18,794,777 21,733,994 23,173,852
Deferred Tax 14,682,745 11,661,858 -16,881,820 1,455,496 6,460,363
(M) Net Profit A�er Tax 105,263,926 121,595,010 95,007,875 62,053,062 61,645,286
(K-L)

Financial Graph: Financial graph will show our Revenue,
GP & NPAT five years.
Revenue
980,000,000
960,000,000
940,000,000
920,000,000
900,000,000
880,000,000 Revenue
860,000,000
840,000,000
820,000,000
800,000,000
780,000,000
2023 2022 2021 2020 2019
Gross Profit
410,000,000
400,000,000
390,000,000
380,000,000
370,000,000
Gross Profit
360,000,000
350,000,000
340,000,000
330,000,000
2023 2022 2021 2020 2019
Net Profit A�er Tax

140,000,000
120,000,000
100,000,000
80,000,000
60,000,000
40,000,000
20,000,000
0
2023 2022 2021 2020 2019

Our Performance:
Revenue Growth Show of Last five years.
943,667,285 960,385,039 850,801,390
384,737,006 403,065,829 355,891,757
2022-23 2021-22 2020-21
105,263,926 121,595,010 95,007,875
942,869,150 922,889,785
390,476,553 385,384,869
Revenue
2019-20 2018-19 Gross Profit
62,053,062 61,645,286

RISK MANAGEMENT
OUTLINE
In the realm of business, embracing risk is an inherent aspect of progression. However, it is impera�ve to strike a delicate
equilibrium between pursuing our objec�ves and me�culously preparing to navigate the risks we willingly encounter. At Lovello,
our basic commitment lies in conduc�ng our business opera�ons in a manner that is both socially responsible and sustainable. In
this context, risk management assumes paramount importance, encompassing the me�culous processes of iden�fica�on,
analysis, and either acceptance or mi�ga�on of uncertainty inherent in our investment decisions.
Effec�ve risk management stands as the linchpin that enables us to a�ain our objec�ves with unwavering efficiency and efficacy.
It serves as the linchpin for ensuring the consistency of our financial repor�ng and our unwavering compliance with the manifold
laws and regula�ons governing our industry.
Board Oversight and Risk Appe�te
The oversight of our risk management endeavors is entrusted to our esteemed Board of Directors. Annually, or in response to
unforeseen shi�s in the risk landscape, the Board evaluates our risk appe�te and conducts a comprehensive assessment of key
risks. This rigorous scru�ny ensures that our risk exposure remains harmonious with Lovello's overarching strategy, business
environment, regulatory framework, and the expecta�ons of our valued stakeholders.
Risk Categories and Mi�ga�on Strategies
Within the domain of ice cream produc�on, several risk categories warrant our vigilant a�en�on, ranging from opera�onal and
liquidity risks to price fluctua�ons, credit risks, market dynamics, and sustainability and environmental impact.
• Opera�onal Risk: We acknowledge the poten�al ramifica�ons of opera�onal disrup�ons, such as labor disputes or wage
demands. To mi�gate this risk, we are unwavering in our commitment to fostering a harmonious work environment and
offering a�rac�ve remunera�on packages, thereby minimizing the poten�al for employee unrest.
• Liquidity Risk: The risk stemming from illiquid assets or liabili�es is something we mi�gate through vigilant cash flow
management, op�miza�on of working capital, and the maintenance of unused financing facili�es. These measures provide us
with the flexibility to meet future con�ngencies seamlessly.
• Price Fluctua�on Risk: We ac�vely manage this risk through diligent risk management procedures, where costs and benefits
of hedging are carefully evaluated to ensure efficient resource alloca�on in our ice cream produc�on.
• Credit Risk: To mi�gate credit risk, we diligently assess the creditworthiness of our clients and maintain personal security
agreements with dealers, thus ensuring control and risk mi�ga�on. In summary, our approach to mi�ga�ng credit risk is
characterized by a combina�on of rigorous creditworthiness assessments, the implementa�on of personal security
agreements, and a vigilant approach to control and risk mi�ga�on. These mul�faceted measures collec�vely bolster our
financial stability and underscore our commitment to responsible and sustainable business prac�ces.
• Risk in Second Hand or Recondi�oned Machinery: Recognizing the poten�al impact on profitability, we have procured
primary capital machinery from reputable sources, thereby minimizing the risk of obsolescence and maintenance issues.
• Adverse Effect on Future Cash Flow: We an�cipate future cash flow requirements by planning for loan interest obliga�ons and
thereby ensure a con�nuous and uninterrupted flow of funds. We adopt a forward-thinking approach by me�culously
forecas�ng and preparing for future cash flow needs, especially in terms of mee�ng our loan interest obliga�ons. This prudent
financial strategy not only guarantees the unimpeded flow of funds but also reinforces our financial resilience, ensuring we
navigate poten�al challenges with confidence and stability.
• Financial Weakness Risk: Our consistent sales growth and profitability bolster our resilience against financial weakness risk,
ensuring our ability to meet loan obliga�ons and sustain future growth.
• Investment Risk: The upward course of our profit margins over the years posi�ons us as an a�rac�ve investment op�on,
offering a compelling alterna�ve to other investment avenues. Our resilience, sustained profitability, and firm dedica�on to
delivering quality make Lovello an appealing investment choice. We stand as a testament to our industry, offering an
investment opportunity that is not only profitable but also synonymous with enduring excellence and value crea�on.
• Interest Rate Risk: Interest rate risk, an external factor of concern, arises from the prospect of unfavorable fluctua�ons in
interest rates. These fluctua�ons can be triggered by shi�s in government monetary policies and heightened demand for loans
and investments, o�en resul�ng in elevated interest rates. Typically, companies with floa�ng rate loans are most suscep�ble to

the impact of such rate hikes. However, it's noteworthy that our company has astutely opted for fixed interest rate loans from
banks. This strategic choice has enabled us to maintain a consistent track record of �mely loan repayment. By adhering to this
prudent financial approach, we have effec�vely mi�gated the poten�al adverse effects of interest rate fluctua�ons, thereby
safeguarding our financial stability.
• Industry Risk: With growing market demand for ice cream in Bangladesh, compe��ve forces remain harmonious, elimina�ng
any undue threat of price wars or dras�c price reduc�ons.
The ice cream industry in Bangladesh is thriving with an established market size of Tk. 2000.00 crore. However, this market is
primarily dominated by five exis�ng companies, accoun�ng for Tk. 1200.00 crore of this industry. This leaves a substan�al gap of
approximately Tk. 800.00 crore in the market, signaling significant untapped poten�al.
Furthermore, the demand for ice cream in Bangladesh is on a steady rise, with a growth rate of 20% annually. Remarkably, the
current industry landscape is characterized by healthy compe��on, both from local and foreign en��es. Despite this, no
organiza�on is inclined to engage in aggressive price reduc�ons; as such a strategy could jeopardize their survival.
Several factors contribute to the gradual growth of the ice cream industry in Bangladesh:
Favorable Weather: The clima�c condi�ons in Bangladesh are conducive to year-round ice cream consump�on.
Skilled Workforce: The availability of skilled human resources within the ice cream industry ensures high-quality produc�on.
Increasing Popularity: Ice cream con�nues to gain popularity across all age groups, further fueling the industry's growth.
In essence, the ice cream market in Bangladesh presents a promising landscape with untapped poten�al, driven by increasing
demand and favorable market dynamics.
• Tech Risk: We proac�vely adapt to technological advancements within the ice cream industry, regularly maintaining and
upgrading equipment to ensure opera�onal efficiency.
• Market Risk: The burgeoning popularity of ice cream in our country and our expansive product range minimize market risk,
while prudent brand management for�fies our customer base.
Lovello remains fana�cal to preserve and augment its brand value, cul�va�ng resilience, fostering emo�onal connec�ons with
stakeholders, and upholding industry, regulatory, and general standards of significance. Our commitment to excellence is un�ring,
ensuring that we navigate the complex terrain of risks with unwavering poise and purpose.

VALUE GENERATION
AND SUSTAINABLE LONGEVITY
Our unwavering dedica�on to generate value is deeply rooted in our ability to seize opportuni�es emerging from ever-changing
environmental and social dynamics. We are resolute in our commitment to harness the resources of our company to both shore
up profitability and, in parallel, contribute meaningfully to society, all while championing sustainability as a founda�onal principle.
In today's fiercely compe��ve market, neglec�ng to provide substan�al value to our customers can lead to a precarious decline.
Therefore, it is impera�ve that businesses reimagine their strategies for value crea�on, expanding their horizons and innova�ng
to flourish in the unpredictable and ever-evolving landscape of tomorrow. In this realm where sustainability and profitability
seamlessly intertwine, it is not only a ma�er of prudence but also a fiduciary obliga�on for enterprises to address the impending
challenges posed by climate change.
Our three elementary pillars for enduring value crea�on are Focus and Brand Percep�on, Environment, and High-Quality Employ-
ment Prac�ces.
FOCUS AND BRAND PERCEPTION
Consumers exhibit an inclina�on to patronize brands that align with their own values and principles. Hence, our concerted focus
rests on brands that ac�vely contribute to the community or champion noteworthy causes, thereby forging a profound connec-
�on with our target audience. Our ul�mate goal is to cul�vate brand value and brand equity. Brand equity encompasses the extra
value a company garners from products bearing a recognizable name, as opposed to their generic counterparts. Our aspira�on is
to nurture a robust brand equity, wherein our customers, when confronted with purchasing choices, feel emboldened and
gra�fied in selec�ng the LOVELLO brand. Consequently, we posit that customers influenced by products boas�ng elevated brand
equity are more inclined to opt for them, even if they command a premium over generic alterna�ves.
ENVIRONMENT
Within the purview of our business opera�ons, value crea�on intrinsically melds with sustainability. In this context, the environ-
ment plays a pivotal role in our value proposi�on by responding proac�vely to energy challenges and impera�ves.
Water and Chemical Management:
By reframing water investments as catalysts for business growth, we aim to galvanize greater private sector engagement in
addressing water-related challenges. Notably, LOVELLO boasts an efficient Effluent Treatment Plant (ETP), opera�ng under the
auspices of Vietnam Technology. This bio-chemical marvel, with a capacity of 10,000 liters per hour, is purposefully designed to
uphold ecological equilibrium and foster overall environmental ameliora�on. It merits men�on that the Department of Environ-
ment (DOE) of the Bangladesh Government conducts thrice-annual visits to our ETP. Following rigorous assessments of processes
and discharged water quality, DOE bestows an Environmental Clearance Cer�ficate (ECC) upon us. Our commitment to chemical
management transcends regulatory compliance and poten�al fines; it embodies our solemn duty to safeguard our planet and its
finite resources from both immediate and long-term chemical hazards. It underscores the impera�ve of prudent control and
management of risks associated with chemical usage, storage, and disposal.
Energy Preserva�on:
Energy efficiency cons�tutes a paramount concern for our company, given the energy-intensive nature of our ice cream produc-
�on process. While ice cream is inherently invigora�ng, the blending of ingredients like milk, dairy chocolate, sugar, and vanilla
beans necessitates substan�al energy input. Electricity and compressed air serve as linchpins in the thermal and kine�c processes
spanning mixing, extrusion, deep-freezing, dipping in various chocolate coa�ngs, and final packaging. Thus, energy efficiency
assumes paramount importance within LOVELLO. In this context, the Energy Savings Scheme (ESS) assumes pivotal significance.
ESS extends financial incen�ves to New South Wales businesses that invest in energy reduc�on projects, either through new
equipment installa�ons or system modifica�ons.
Water Management Ac�ons
Waste management encompasses a spectrum of ac�vi�es and measures indispensable for responsible waste handling, from
incep�on to ul�mate disposal. This holis�c approach encompasses waste collec�on, transporta�on, treatment, and disposal,
alongside robust monitoring and regulatory oversight. Its overarching objec�ve is to deliver hygienic, efficient, and cost-effec�ve

solid waste management without sullying the atmosphere, soil, or water systems. Within the scope of this review, waste sources
are categorized into three primary segments: municipal solid waste, industrial waste, and agricultural waste.
Municipal Solid Waste:
This category encompasses a wide array of materials varying in environmental toxicity, including paper, packaging materials, food
processing waste, oils, solvents, resins, paints, sludge, glass, ceramics, metals, plas�cs, rubber, wood, cloth, straw, and abrasives,
among others. The absence of a regularly updated and systema�c database on industrial solid waste precludes precise quan�fica-
�on of genera�on rates.
Agricultural Waste:
The expansion of agricultural produc�on has yielded increased quan��es of livestock waste, agricultural crop residues, and
agro-industrial byproducts. Prudent waste management in the agricultural sector can significantly augment farm opera�ons by
promo�ng a healthy environment for livestock and reducing reliance on commercial fer�lizers while enriching crop nutrient
profiles.
HIGH-QUALITY EMPLOYMENT PRACTICES
Taufika Foods and Lovello Ice-cream PLC has garnered acclaim for upholding superla�ve employment prac�ces. Our recruitment
methodology exemplifies meritocracy, ensuring equal opportuni�es for all recruited employees, regardless of their background.
Our remunera�on policy is designed with astute discernment, encompassing salary reviews, fes�val bonuses, performance
incen�ves, and the punctual disbursement of salaries. In essence, we espouse a fair and equitable wage framework. Our
workplace environment stands out as unbeatable within the industry, providing a pla�orm for our highly talented cohorts to
showcase their abili�es. We foster a culture of posi�vity, encapsulated in our construc�ve working environment. Moreover, we
conduct comprehensive internal training programs on a departmental basis, firmly believing that trained employees surpass
meritorious students in suitability.
In conclusion, LOVELLO extends gra�tude to our collabora�ve partners for affording us the invaluable opportunity to glean
insights from their strategic delibera�ons. These encounters have enriched our understanding of naviga�ng the dynamic interplay
between disrup�on and linear thinking, balancing societal demands against shareholder expecta�ons, and discerning the
determinants of success and failure.

MARKET VALUE ADDED

STATEMENT
The Market Value Added (MVA) provides a measurement of a company’s external performance in rela�on to its equity. It
compares the market value of shares and their book value. A posi�ve MVA indicates that the company could add to the value to
the shareholders’ wealth.
Par�culars Notes Amount in Taka

30-Jun-2023 30-Jun-2022
Market Value of Shares Outstanding Note A 3,221,500,000 3,540,250,000

Book Value of Shares Outstanding Note B 1,099,653,011 1,096,389,086
Market Value Added 2,121,846,989 2,443,860,914
Market Value Added per Share (with regard to Share Capital as exis�ng 24.96 28.75
Note A - Market Price per Share (as quoted in the stock exchanges):
Dhaka Stock Exchange Ltd 37.90 41.90
Chi�agong Stock Exchange Ltd 37.90 41.40
Average Rate 37.90 41.65
No. of Shares Outstanding 85,000,000 85,000,000
Market Value of Shares Outstanding 3,221,500,000 3,540,250,000
Note B - No. of Shares Outstanding at June 30, 2023 85,000,000 85,000,000

Book Value of Shares (Tk. 10 per value) 850,000,000 850,000,000
Retained Earnings at June 30, 2023 249,653,011 246,389,086
Book Value of Shares Outstanding 1,099,653,011 1,096,389,086

CORPORATE SOCIAL RESPONSIBILITY
(CSR)
As its core business Lovello has been taking different steps in mainstreaming CSR. We are
passionate enough to create meanigful societal changes using our values. As a key priority, we use
the concept of Social Responsibility in an analy�c structure and so we start implemen�ng ac�ons
that meet a tremendous range of vital requirements by improving overall contribu�ons to the
society. We have accepted CSR prac�ces in a structured manner through our administra�ve vision
so that our poor popula�on cannot become helpless.

BOARD &
COMMITTEES
Board of Directors
Sl. No. Name Designa�on
1 Da�n’ Shamima Nargis Haque Chairman
2 Dato’ Engr. Md. Ekramul Haque Managing Director
3 Muhsinina Taufika Ekram Director
4 Muhsinina Sharika Ekram Director
5 Ruhul Ameen M. Com, FCMA Independent Director
Opera�onal Management Team
Sl. No. Name Designa�on
1 Dato’ Engr. Md. Ekramul Haque Managing Director
2 Engr. Md. Kamruzzaman Chief Opera�ng Officer
3 Mustaque Ahmad Chief Financial Officer
4 Muhammad Razib Hasan Chief Strategic Officer
5 Mohammad Didarul Alam FCMA Company Secretary (Ac�ng)
6 MD. Moheuddin Sarder Head of Internal Audit
Audit Commi�ee
Sl. No. Name & Posi�on
1 Ruhul Ameen M. Com, FCMA, Independent Director, Chairman of the Commi�ee
2 Muhsinina Taufika Ekram, Director, Member of the Commi�ee
3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee
Sl. No. Name & Posi�on
1 Ruhul Ameen M. Com, FCMA, Independent Director, Chairman of the Commi�ee

PROFILE OF THE
BOARD OF DIRECTORS

PROFILE OF THE BOARD OF DIRECTORS
Da�n’ Shamima Nargis Haque

Chairman
Da�n’ Shamima Nargis Haque is a mul�talented business personality and

also an entrepreneur. She holds an academic degree in Economics. She has
more than 22 years’ experience in business sector. She has been involved
with Taufika Foods and Lovello Ice-cream PLC as its Chairman. She is also
the Managing Director of Taufika Engineering Ltd. a sister concern of
Taufika Foods and Lovello Ice-cream PLC. She plays a vital role for the
advancement of the company as a Chairman. She contributes significantly,
in formula�on of company’s opera�onal policies and implementa�on
process. As part of her fiduciary responsibility to represent and protect the
investor’s interests in the company, she is profoundly involved to ensure
that, assets as well as the human resources of the company are in good
order. She always plays a vital role in taking crucial decision for the interest
of the company on opera�onal or managerial issues.

Dato’ Engr. Md. Ekramul Haque

Managing Director
Datoʹ Engr. Md. Ekramul Haque, aged 55, is a Civil Engineer, Taufika Group has an annual turnover of BDT 700 crore having
MBA possesses more than 32 years’ experience in different 2000 staff in various departments under the leadership of
business sector of Bangladesh and Malaysia, where he moved Datoʹ Haque.
in early 90’s as a Director of BEL Construc�on Sdn Bhd, a
company incorporated in Malaysia. The company has great Datoʹ Engr. Md. Ekramul Haque is also involved in several
contribu�on to the development of telecommunica�on and community development and social welfare ac�vi�es. He is
energy sector in Malaysia. More than 2000 km of High Tension the founder of a few educa�onal ins�tu�ons, which offer free
Transmission Line and few hundreds of Telecommunica�on educa�on to under privileged children of the Bangladesh. He
Base Sta�on projects were successfully implemented in Malay- was bestowed with the Gold Medal for two consecu�ve years
sia as well as in Bangladesh under the dynamic leadership of in 2009 and 2010 by Ishwar Chandra Bidya Shagore and Lalon
Datoʹ Engr. Md. Ekramul Haque. The in depth knowledge and Academy for his outstanding achievement in the area of
exper�se in the management of large turnkey construc�on commerce and industry. He has received a �tle “Dato”
project, development of telecommunica�on infrastructure, conferred to him by the Sultan of Pahang state of Malaysia as
power Genera�on plant etc. have made Datoʹ Haque a recogni�on to his contribu�on society and to the development
successful entrepreneur. of Malaysia in telecommunica�on & transmission industry.
Datoʹ Haque is now, the Managing Director of Taufika Group Datoʹ Haque is one of the Sponsor Directors and shareholder
consis�ng of Taufika Engineering Limited, Taufika Energy Co. of NRB Bank Limited, a well reputed fourth genera�on sched-
Ltd, Taufika Foods and Lovello Ice-cream PLC, Deltamarge Sdn ule bank in Bangladesh and served as the Chairman of the
Bhd. Datoʹ Haque has introduced the brand Again “LOVELLO” is Execu�ve commi�ee of the bank.
the new brand in the ice cream industry in Bangladesh and
LOVELLO is being produced and marketed by Taufika Foods and Datoʹ Engr. Md. Ekramul Haque is a genuine businessman
Lovello Ice-cream PLC. “LOVELLO” has earned good name and having vast experience in the line of businesses he is engaged
reputa�on within a very short period of �me a�er its penetra- in. He possesses excellent business acumen and the capability
�on in the market. to run any business ventures; he intends to get involve in, with
much efficiency and the capacity towards accomplishment.

Muhsinina Taufika Ekram

Director
Muhsinina Taufika Ekram, aged 24 years and having dual ci�zenship of

Canada and Bangladesh is the eldest daughter of Dato’ Engr. Md. Ekramul
Haque and Da�n’ Shamima Nargis Haque, the Managing Director and
Chairman of Taufika Foods and Lovello Ice-cream PLC, respec�vely.
Muhsinina Taufika Ekram is now, pursuing her gradua�on degree in the

field of Life Science at the University of Toronto (UoFT), Canada. Before she
got admi�ed herself in UoFT, she completed her grade 11 and 12 from The
York School, Toronto under IB (Interna�onal Baccalaureate) curriculum
where she scored dis�nc�on mark and been achieved “The York School
Award” commonly known as the student of the year.
Muhsinina Taufika Ekram is closely involved in the company’s strategic

policies and regula�ons. She along with other members of the board
reviews and evaluates the execu�ve decisions and coordinates the
ac�vi�es related to environmental factors, like natural resources, human
resources, forms of economic system, economic policies, technological
development, capital forma�on and investment, monetary and fiscal
policies and situa�ons of the market, where the company is in opera�on.
She oversees the process to obtain informa�on from external

environmental factors and redirect the same to the key individuals of the
company in order to surmount possible hurdles and unwanted mistakes in
the process of achieving organiza�onal goals. She is willing to engage
herself more effec�vely in the company’s affair a�er comple�on of higher
study.

Muhsinina Sharika Ekram

Director
Ms. Muhsinina Sharika Ekram, having dual ci�zenship of Canada and

Bangladesh, is the younger daughter of Dato’ Engr. Md. Ekramul Haque
and Da�n Shamima Nargis Haque, the Managing Director and Chairman of
Taufika Foods and Lovello Ice Cream PLC, respec�vely. Ms. Sharika has
been appointed as Director of the board recently upon ge�ng her interest
to be involved into it. Prior to her appointment in the Board her elder
sister, Muhsinina Taufika Ekram also became a Director of Taufika Foods
and Lovello Ice cream PLC, a concern of under Taufika Group which is
named under her name “Taufika”.
Ms. Sharika is now, pursuing her gradua�on degree in the field of Life
Science at the McGill University, Montreal, Canada. Before she got
admi�ed herself at McGill University, she completed her schooling from
The York School, Toronto under IB (Interna�onal Baccalaureate)
curriculum where she scored dis�nc�on mark and was a top scorer.
Ms. Sharika is willing to be engaged herself more effec�vely in the

company a�er comple�on of her higher degree and desires to introduce
her thoughts for the growth of the business.

Ruhul Ameen
M.Com, FCMA
Independent Director
Ruhul Ameen, M.Com, FCMA an experienced professional marke�ng

accountant and business manager in the manufacturing and export sector
with exper�se in strategic planning, business development strategy
formula�on and implementa�on. He received his Master of Commerce in
1981 from the University of Chi�agong, Qualified as a Cost and Manage-
ment Accountant in 1983 from The Ins�tute of Cost and Management
Accountants of Bangladesh. He has gathered vast knowledge in Financial
Management, supply chain, sales, marke�ng, distribu�on, customer
service, internal control and risk management.
Mr. Ameen has over 45 years of extensive experience of which four years
as Sr. Cost & Budget Accountant of Beximco Foods Ltd. Chi�agong, three
years in Siam’s Superior (HK) Ltd. Chi�agong, as Chief Accountant & Head
of Commercial, three years in PMP Interna�onal Company as General
Manager. He worked in Excelsior Shoes Ltd from Feb-1990 to May 2015 as
Marke�ng manager, Vice President and Dy. Managing Director. Presently
he is working in Bangladesh Thai Aluminium Ltd as Managing Director.
He believes that, there is no end of self-improvement, which he always

focuses on. He aspires to contribute significantly, to the growth of the
company with his proficiency in the days to come.

SENIOR MANAGEMENT
PROFILE
Dato’ Engr. Md. Ekramul Haque

Managing Director
Datoʹ Engr. Md. Ekramul Haque, aged 55, is a Civil Taufika Group has an annual turnover of BDT 700 crore
Engineer, MBA possesses more than 32 years’ experience having 2000 staff in various departments under the
in different business sector of Bangladesh and Malaysia, leadership of Datoʹ Haque.
where he moved in early 90’s as a Director of BEL
Construc�on Sdn Bhd, a company incorporated in Datoʹ Engr. Md. Ekramul Haque is also involved in several
Malaysia. The company has great contribu�on to the community development and social welfare ac�vi�es. He
development of telecommunica�on and energy sector in is the founder of a few educa�onal ins�tu�ons, which
Malaysia. More than 2000 km of High Tension Transmis- offer free educa�on to under privileged children of the
sion Line and few hundreds of Telecommunica�on Base Bangladesh. He was bestowed with the Gold Medal for
Sta�on projects were successfully implemented in two consecu�ve years in 2009 and 2010 by Ishwar
Malaysia as well as in Bangladesh under the dynamic Chandra Bidya Shagore and Lalon Academy for his
leadership of Datoʹ Engr. Md. Ekramul Haque. The in outstanding achievement in the area of commerce and
depth knowledge and exper�se in the management of industry. He has received a �tle “Dato” conferred to him
large turnkey construc�on project, development of by the Sultan of Pahang state of Malaysia as recogni�on
telecommunica�on infrastructure, power Genera�on to his contribu�on society and to the development of
plant etc. have made Datoʹ Haque a successful entrepre- Malaysia in telecommunica�on & transmission industry.
neur.
Datoʹ Haque was one of the Sponsor Directors and
Datoʹ Haque is now, the Managing Director of Taufika shareholder of NRB Bank Limited, a well reputed fourth
Group consis�ng of Taufika Engineering Limited, Taufika genera�on schedule bank in Bangladesh and served as
Energy Co. Ltd, Taufika Foods and Lovello Ice-Cream PLC, the Chairman of the Execu�ve commi�ee of the bank.
Deltamarge Sdn Bhd, Datoʹ Haque has introduced the
brand “LOVELLO” is the new brand in the ice cream Datoʹ Engr. Md. Ekramul Haque is a genuine businessman
industry in Bangladesh and LOVELLO is being produced having vast experience in the line of businesses he is
and marketed by Taufika Foods and Lovello Ice-Cream engaged in. He possesses excellent business acumen and
PLC. “LOVELLO” has earned good name and reputa�on the capability to run any business ventures; he intends to
within a very short period of �me a�er its penetra�on in get involve in, with much efficiency and the capacity
the market. towards accomplishment.

SENIOR MANAGEMENT PROFILE
Engineer Md. Kamruzzaman

Chief Opera�ng Officer
Engineer Md. Kamruzzaman is the Chief Opera�ng Officer (COO) at Taufika Foods
And Lovello Ice-Cream PLC. He has over 33 years of prac�cal experience in the field
of Ice-cream, Food & Beverage industries. He worked for Modern Industries (BD)
Ltd. as Asst. Manager (Engineering) and Igloo Ice Cream and Milk Pasteuriza�on
Plant as Manager (Engineering and Produc�on). He also served as General Manag-
er of Dhaka Ice Cream Industries, Bangladesh. A reliable and well-organized person
with great experience in teaching of HVAC & Engineering courses.
Engineer Md. Kamruzzaman has Bachelor’s degree in Mechanical Engineering

from Khulna University of Engineering and Technology (KUET) and obtained his
Post-Secondary Higher Diploma at HVAC and Refrigera�on Technology, George
Brown College, Toronto, Canada, and Strategic Management, Indian Ins�tute of
Technology (IIT), Kharagpur, India. He also acquired a Professional Course in
Master of Business Administra�on (Marke�ng), Asian University of Bangladesh,
Dhaka, Bangladesh. He is the License holder of HRAI & TSSA(Canada) and he is also
the Life Fellow of The Ins�tu�on of Engineers, Bangladesh (IEB).

Mustaque Ahmad
Chief Financial Officer
Mustaque Ahmad is the Chief Financial Officer of Taufika Foods and Lovello
Ice-cream PLC. He has become a part of the Taufika family since January 2012. He
is overseeing the Group’s financial ac�vi�es and opera�ons as Group CFO.
Mr. Ahmad obtained his BSS (Honors) and MSS in Interna�onal Rela�ons from the
University of Dhaka. He started his career in banking with the first private commer-
cial bank in Bangladesh in June, 1994 as Proba�onary Officer. He has gathered vast
knowledge in banking opera�on in all respects during his thirteen and half years’
banking career.
Mr. Ahmad has over 27 years of extensive experience in finance & accounts as a
result of working in different renowned commercial Banks and business conglomer-
ates.
His key responsibili�es as CFO, include looking a�er all relevant aspects of the
Group’s financing, financial performance, stakeholder repor�ng, internal audit, tax
ma�ers, strategic development of the company, liaison with the external auditor
and other corporate func�ons.
He believes that, there is no end of self improvement, which he always focuses on.
He aspires to contribute significantly, to the growth of the company with his
proficiency in the days to come.

Muhammad Razib Hasan

Chief Strategic Officer
Muhammad Razib Hasan is the Chief Strategic Officer (CSO) at Taufika Foods and
Lovello Ice-cream PLC. He has an impressive track record of business development
in his creden�als. He joined Taufika Foods and Lovello Ice-cream PLC on November
2017. His skills and experience have facilitated him to generate significant sales
numbers through analyzing the market trends, se�ng strategies for product-mix
and distribu�on network development, short-term tac�cs for penetra�ng into
different market-segments etc.
Mr. Hasan, an MBA along with a specializa�on in informa�on system, business

analysis and decision-making process, has a progressive and dynamic corporate
career with 22+ years of experience in the field of Marke�ng and Sales. Prior to
joining LOVELLO, he worked in Taufika Energy Company Limited as Chief Opera�ng
Officer (COO). In his long corporate journey he was a part of distribu�on business
of Nokia Mobile in Grameen Telecom and business development of Maximus
Mobile in Union Group.
He has extensive and diversified training in the sales of Mobile Phone devices and
team-building process. With his innate experience in rela�onship building, he
leads the LOVELLO sales team to provide excellent channel services for
enhancement of value proposi�ons. His in-depth knowledge, experience and skills
have contributed to the advancement of the company.

Mohammad Didarul Alam FCMA

Company Secretary (Ac�ng)
Mohammad Didarul Alam FCMA is a progressive and dynamic corporate leader

with 16+ years of experience in the field of Planning, Cos�ng, Budge�ng and
Repor�ng. He has an impressive track record of designing organiza�onal control
process & implementa�on in the FMCG industry. He joined Taufika Foods and
Lovello Ice-cream PLC on December 2017. Mr. Alam completed Master of
Commerce in Accoun�ng in 2001. He is the Fellow member of the Ins�tute of Cost
and Management Accountants of Bangladesh (ICMAB).
He is an experienced execu�ve with financial and strategic focus, financial services

and commercial background and driving corporate transforma�on programs. His
key responsibili�es include all aspects of the company’s financing, financial
performance, and stakeholder repor�ng; board accountability for internal audit,
tax and strategic development; leading the execu�ve rela�onship with the
external auditor; and leadership of the company’s Finance & Accounts and other
corporate func�ons.
During his 6 years with the Lovello, Mr. Alam helped grow the company’s value and
was closely supervised Ini�al Public Offerings. Mr. Alam skills and exper�se have
played a significant role in the progress of the company. Mr. Alam was previously
at Partex Group where he served for more than 5 years. Before le� the Partex
Group he was the General Manager-Finance & Accounts. Before joining Partex
Group he worked with Dhaka Ice Cream Industries Limited. He was also worked at
Abul Khair Group for two years.

Dr. Md. Rafiqul Islam

Deputy General Manager
Dr. Md. Rafiqul Islam is a dis�nguished Food Engineering professional with 15+
years of dedicated experience in the Food & Beverage industry with excellence in
Opera�on Management, New Product Development, Ingredient Selec�on, Quality
Assurance, Machine selec�on, Food Safety Compliance, Food For�fica�on, and
Training & Assessment.
He achieved Doctor of Philosophy (PhD) Degree in Food Engineering (specializa-

�on on Ice cream) from Bangladesh Agricultural University, Master of Science
(M.S) in Food Engineering from Bangladesh Agricultural University, Master of
Business Administra�on (MBA) from Stamford University, Bachelor of Science
(B.Sc.) in Food Engineering from Bangladesh Agricultural University, Mymensingh.
He also achieved Cer�ficate IV in Training and Assessment from TAFE, Australia.
Throughout his career, Dr. Rafiq has assumed pivotal leadership roles, demonstrat-
ing his ability to deliver excellence in various domains. His current posi�on as
Deputy General Manager-Produc�on at Taufika Foods & Lovello Ice-cream PLC
showcases his prowess in direc�ng plant opera�ons to ensure efficiency, quality,
health & safety, customer sa�sfac�on, and food safety compliance. Moreover, he
leads the Food Safety, QA, and Product Development Team, steering the company
toward excellence.
Previously, as General Manager - Plant Opera�ons at BG Food & Agro Processors

Limited, Dr.Rafiq orchestrated produc�on efficiency, quality assurance, safety, and
regulatory compliance. He also played a crucial role in leading the Food Safety, QA,
and Product Development Team, underscoring his mul�faceted exper�se.
His tenure as General Manager - Factory Opera�ons at Diamond Food and

Beverage Limited involved strategic planning and oversight of produc�on, compli-
ance with customer specifica�ons, and the development of regulatory policies and
procedures.

DIRECTOR’S
REPORT

REPORT FROM
DIRECTOR
Dear Esteemed Shareholders,
I extend my hear�elt gree�ngs to each one of you, brimming with enthusiasm and gra�tude, as I, in the dis�nguished capacity of
the representa�ve of the Board of Directors and Management, present before you the me�culously cra�ed Directors’ Report. This
comprehensive document, scrupulously curated with the utmost care and dedica�on, stands testament to our unwavering
commitment to transparency, integrity, and excellence. In the hallowed halls of our revered organiza�on, a momentous event
unfolded on June 30, 2023, a pivotal juncture where the Board of Directors, embodying wisdom and foresight, convened and
endorsed the contents of this report. Within these pages lie not just words, but a narra�ve of our collec�ve journey, a tapestry
woven with dedica�on, perseverance, and relentless pursuit of excellence.
Bangladesh Economic Landscape
In the backdrop of an ever-evolving global economy, Bangladesh stands tall as a beacon of economic resilience and growth.
Bangladesh, with its vibrant economy, has consistently showcased impressive growth rates, underpinned by a thriving industrial
sector, robust export ac�vi�es, and a burgeoning middle class. The country's GDP growth remains steadfast, bolstered by diverse
sectors including tex�les, manufacturing, and services. One of the key drivers of Bangladesh's economic success is its significant
investment in infrastructure development. The na�on has embarked on ambi�ous projects, including the expansion of
transporta�on networks, moderniza�on of ports, and the establishment of industrial zones. These ini�a�ves not only enhance
domes�c connec�vity but also amplify our global compe��veness.
Bangladesh is increasingly recognized as an emerging market with vast poten�al. Its large consumer base, coupled with a growing
disposable income, presents a plethora of opportuni�es for businesses. Bangladesh's strategic geographical loca�on and its ac�ve
par�cipa�on in global trade make it a hub for commerce. The country's export-oriented approach has resulted in the expansion
of interna�onal trade rela�onships. The na�on's economic landscape has undergone a remarkable transforma�on, posi�oning
itself as a significant player in the interna�onal market.
A Glimpse of Fast Moving Consumer Goods Industry
In the ever-changing tapestry of consumer habits, the Fast Moving Consumer Goods (FMCG) industry, especially within the realm
of packaged foods, is undergoing a profound transforma�on. This metamorphosis is intricately woven into the fabric of urban,
semi-urban, and rural life. A paradigm shi� in lifestyle choices has propelled a surge in the demand for packaged and processed
foods, a trend that resonates across all segments of society. Bangladesh, with its vibrant and consump�on-driven economy,
mirrors this change remarkably. The FMCG industry, ac�ng as a barometer of economic progress, stands as a testament to the
na�on's resilience and adaptability. The industrial landscape, once marred by a decline in manufacturing output, is now
witnessing resurgence, indica�ng a robust revival.
Within this bustling economic milieu, the ice cream industry in Bangladesh emerges as a true standout. Unparalleled in its growth
trajectory, this sector has defied norms and exceeded expecta�ons. In 2022, the market for ice cream experienced an
extraordinary upswing which marked a phenomenal 95 percent increase compared to the previous year.
The surge in demand for ice cream can be a�ributed to various factors. The gradual return to normalcy, following the uncertain�es
of the pandemic, played a pivotal role. People, reassured of ice cream's safety, embraced it with open arms. Beyond this, the
market's expansion mirrors the evolving lifestyles of the populace, bolstered by increased spending capacity, urbaniza�on, and
improved access to essen�al ameni�es, including power grids, even in rural areas. In essence, the FMCG industry, with ice cream
at its forefront, symbolizes Bangladesh's unstoppable spirit. It encapsulates not only economic growth but also the spirit of
resilience, adaptability, and the unwavering determina�on of the Bangladeshi people. As we move forward, this dynamic
landscape promises boundless opportuni�es, where innova�on and consumer preferences converge to shape a future that is as
promising as it is exci�ng.
Embracing change, driving progress, and savoring the sweet taste of success, Bangladesh's FMCG journey con�nues, illumina�ng
the path toward a thriving future.

A Sweet Success Story of Lovello Ice-cream
In the heart of Taufika Foods and Lovello Ice-cream PLC. blossomed the much-loved brand 'LOVELLO'. Swi�ly cap�va�ng hearts, it
soared to prominence, becoming a cherished ice cream choice na�onwide. With ba�ling fierce compe��on, LOVELLO's tenacity
prevailed, propelling it to new heights. This was possible due to the company introducing a large product line consis�ng of
premium and regular segment of s�ck, cone, cup, tub, and mini-series of ice cream, the la�er of which has generated sales both
from urban areas as well as rural areas. LOVELLO's journey is not more than just frozen delights; it's a tale of sweet triumph and
solid dedica�on.
Commitment to Quality and Responsibility
At Lovello Ice-cream, our dedica�on to our customers transcends beyond frozen treats; it embodies a promise of quality,
convenience, and un�ring commitment to your well-being. We understand the modern consumer's desire for products that align
with their values, and Lovello stands tall, mee�ng these expecta�ons with every deligh�ul scoop.
Our stringent adherence to interna�onal standards and ISO cer�fica�ons ensures that each Lovello crea�on embodies the
essence of purity and safety. From the very essence of our ingredients to the innova�ve processes we employ, our pursuit of
excellence is ceaseless.
This commitment is ingrained in the very fabric of our team, reflected in every aspect of our opera�ons - from sourcing to
manufacturing, marke�ng, and beyond. Behind the scenes, our Board of Directors diligently oversees the integrity of our internal
control systems, ensuring robustness in design and implementa�on. With care and me�culousness, our internal audit department
upholds the policies that guide us, providing a founda�on of trust and reliability to our stakeholders.
Corporate responsibility, to us, means more than just business ethics; it embodies integrity, sustainability, and a deep respect for
all stakeholders. Our shareholders are our partners in this journey, and we pledge to uphold their rights, delivering unparalleled
performance and transparency. We, at the company, recognize that we have certain responsibili�es to our clients, shareholders,
employees and to the communi�es in general. But the biggest contribu�on of the Company has to make the long-term
sustainability of its business. We value our shareholders and their rights. We are always commi�ed towards our shareholders to
preserve their rights and to enhance their return as much as possible. We are not just employers; we are nurturers of talent,
advocates for diversity, and believers in a working environment grounded in equality, respect, and meritocracy.
Our journey wouldn't be complete without acknowledging our valued clients, shareholders, and supporters. Your confidence in us
fuels our passion, driving us to con�nuously innovate and excel. To the regulatory bodies, auditors, and every member of our
Lovello family, your dedica�on forms the cornerstone of our success. As we sign off on this report, we extend our deepest
gra�tude for your trust and support. Here’s to a future filled with delectable moments, shared values, and enduring partnerships.
AUDITOR'S CERTIFICATE REGARDING MONTHLY STATUS REPORT OF

UTILIZATION OF FUND AGAINST INITIAL PUBLIC OFFERING (IPO) OF
TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC
FOR THE MONTH OF JUNE 30, 2023
This is to cer�fy that Taufika Foods and Lovello Ice-Cream PLC has received Taka. 300,000,000 (Taka Thirty Crore) only as Ini�al
Public Offering (IPO) proceeds through subscrip�on from January 03, 2021 to January 07, 2021 in the separate Bank Account with
Trust Bank Ltd. Millennium Branch, Jahangir Gate, Dhaka Cantonment, Dhaka. Bank Account number is 0022-0320000775. In line
with the condi�on number 4, Part C of the consent le�er number BSEC/CI/IPO-301/2019/278 dated on November 30, 2020 of
Bangladesh Securi�es and Exchange Commission (BSEC), fund u�liza�on status as on June 30, 2023 is as follows:

Allotment Total U�liza�on Fund u�lized for Total U�liza�on Unspent

Sl. Purpose of U�liza�on as per of Fund up to the month of Fund up to Balance
No IPO (Tk.) May 31, 2023 of June 30, 2023 June 30, 2023 (Taka)
1 Acquisi�on of plant & machinery 90,365,003 65,134,138 - 65,134,138 25,230,865

2 Freezer purchase 57,849,847 46,836,567 46,836,567 11,013,280
3 Vehicles purchase 20,564,250 27,005,948 - 27,005,948 (6,441,698)
4 Investment in depot to increase 13,220,900 - - - 13,220,900
5 To meet up IPO expenses 28,000,000 27,764,472 - 27,764,472 235,528
6 Bank loan repayment 90,000,000 90,000,000 - 90,000,000 -
Total IPO proceeds 300,000,000 256,741,125 - 256,741,125 43,258,875
7 Interest income - 945,681 329,312 - 1,274,993
8 Source Tax - (129,273) (98,794) - (228,067)
9 Foreign exchance loss & Bank charges - (176,740) (500) - (177,240)
Total IPO Proceeds & Interest 300,000,000 256,564,385 230,018 256,741,125 44,128,561
Income/ (Bank Charges)
Total unu�lized fund excluding Interest Income/(Bank Charges) Taka 43,258,875/- (Four Crore Thirty Two Lac Fi�y Eight Thousand
Eight Hundred Seventy Five) only and including foreign exchange loss & Bank charges and Interest income Taka 44,128,561- as on
June 30, 2023 is lying with Trust Bank Ltd. Millennium Branch, Jahangir Gate, Dhaka Cantonment, Dhaka (Account number
0022-0320000775). We have collected relevant informa�on and required documents for all disbursements and we have also
checked all the relevant document related with the men�oned disbursements, there is no expenditure during the month of June
30, 2023 Enclosed herewith the Status Report as Annexure-A for u�liza�on of fund which has been prepared by the
management.
During the course of our cer�fica�on,
A The management of Taufika Foods and Lovello Ice-Cream PLC has transferred total amount of Taka 65,134,138/- for Acquisi�on
of Plant & Machinery in which Taka 53,294,735/- has transferred to Shimanto Bank Ltd. in Account No: 1001244000258 for
opening L/C. All L/C has been se�led the amount of taka 53,294,735/- and paid amount of taka 11,839,403/- to Naj Associates as
Duty Eepenses upto June 30, 2023 from the allotment as per IPO.
b) The management of Taufika Foods and Lovello Ice-Cream PLC has spent total amount of Taka 46,836,567 for Freezer purchase
in which the amount of Taka 37,018,500 has been spent for Local purchase from different par�es and the amount of Taka
4,020,200 has transferred for opening L/C to Shimanto Bank Ltd. in Account No: 1001244000258 for 470 Pcs Freezer purchase
therea�er Duty, Shipping Charge, Port charge and Others has paid total amoun�ng Taka 5,797,867 to NAJ Associates against the
L/C upto the month of June 30, 2023.
c) The management of Taufika Foods and Lovello Ice-Cream PLC has transferred Taka 9,146,752 for opening L/C to purchase
Vehicles from Shimanto Bank Ltd. in Account No- 1001244000258 and Taka 3,895,000 has been spent for Local Vehicles purchase
from different par�es and also paid Taka 13,964,196 to NAJ Associates against the L/C and Exise duty up to the month of June
30, 2023 But according to prospectous approved amount for Vehicles purchase was Taka 20,564,250 management couldn't
provide any approval le�er from BSEC for exceed expenditure of Taka 6,441,698.
d) The management of Taufika Foods and Lovello Ice-Cream PLC has spent total amount of Taka. 2,77,64,472 for the purpose of
IPO Expenses up to June 30, 2023
e) The Management of Taufika Foods and Lovello Ice-Cream PLC has paid Taka 70,000,000 for repayment of Corporate Term Loan
to Shimanto Bank Ltd. in Account No :1001741000187 and Taka 20,000,000 has been paid to Lanka Bangla Finance Ltd. as lease
loan up to the month of June 30, 2023.

f) The management of Taufika Foods and Lovello Ice-Cream PLC has been incurred Foreign currency loss of Taka 80,638 and Bank
Charge of Taka 96,102; Tk.9,45,681/- has been received as Interest Income and TDS on Interest income Tk. 129,273- on IPO
Proceeds accounts (A/C No. 0022-0320000775 maintaining with Trust Bank Limited) up to the month of June 30, 2023.
g) According to the fund u�liza�on monthly report of IPO Proceeds, report submi�on �me line has been ended on January 31,
2022 as per Prospectus.We have received a le�er from the company, reference no. PLC/SHARE/IUP/22 on dated December 26,
2022, where the company has applied to Bangladesh Securi�es and Exchange Commission (BSEC) for 1st �me, �me exten�on for
12 months up to January 31, 2024 and Company wants to u�lize Tk. 65 (Sixty Five) lac in Vehicle purchase instead of Investment
in depot but BSEC has not approved the rec�fica�on and extension of �me �ll date.
We also report that:
i. the expenses/u�liza�on has been made in line with the provision of Ini�al Public Offering (IPO) documents;
ii. the expenses/u�liza�on made in line with the condi�on 4, part C of consent le�er of Ini�al Public Offering (IPO);
iii. the expenses/u�liza�on of Taka 256,741,125/- of IPO proceeds have been completed as men�oned �me schedule/
implementa�on schedule as specified in Ini�al Public Offering (IPO) documents;
iv. the expenses/u�liza�on made is accurate /for the purpose of the company as men�oned in Ini�al Public Offering (IPO)
documents; and
v. we also confirmed that: (i) expenses have been procured/ incurred by maintaining proper procedure as well as at a reasonable
price; and (ii) books and records including vouchers are found correct in support of u�liza�on of Ini�al Public Offering (IPO) fund.
Sd/-
Dated: July 11, 2023

FAMES & R
Place: Dhaka
Chartered Accountants

Related party transac�on
Compliant steps have been taken by the Board to avoid any conflict of interests that may arise, in transac�ng with related par�es
as per the defini�on of IAS.
Events occurring a�er the repor�ng dateAs at the date of this report, the directors are not aware of any ma�er or circumstance
that has arisen since the end of the year 2022-23 that has significantly affected or may significantly affect the opera�ons of the
Company, the results of its opera�ons or its state of affairs, which is not already reflected in this report other than the following:
On October 29, 2023, Taufika Foods and Lovello Ice-cream PLC recommended 10 percent cash dividend. Details of the
recommended dividend during the financial year are disclosed in Note 39 of the Financial Report.
Dividend
The Company will be paying 10% cash dividend for the year ended 2022-23. The Board of Directors in its mee�ng held on 29
October 2023 recommended “10% cash” dividend for the year 2022-23. As per ar�cle-89, Schedule-1 of the Companies Act 1994,
dividend shall be declared out of profit i.e. from current year’s profit and from previous years’ retained profit. During the year
ended the company has registered profit of BDT 105.26 mn.
Taufika Foods and Lovello Ice-cream aims to provide commendable and sustainable rate of dividend to its shareholders.
The Board of Directors confirms that no bonus share or stock dividend has been or shall be declared as interim dividend.
Contribu�on to the Na�onal exchequer and the economy
During the year 2022-23, the company contributed a total amount of BDT 10.36 million as Corporate Tax, BDT 169.63 million as
VAT & SD, in total BDT 180.00 million was paid to the na�onal exchequer
Directors’ Responsibili�es for Financial Statements
The Board is responsible to present a fair, balanced and understandable assessment of the Company’s posi�on and prospect as
part of good corporate governance and to that end the directors confirm to the best of their knowledge that-
• the Financial Statements, prepared by the Management of the Company, present fairly its state of affairs, the result of its
opera�ons, cash flows and changes in equity;
• proper books of account as required by the law have been maintained;
• appropriate accoun�ng policies have been consistently applied in prepara�on of the Financial Statements and that the
accoun�ng es�mates are based on reasonable and prudent judgments;
• the Financial Statements prepared in accordance with IAS//IFRS;
• the Financial Statements prepared on going concern basis;
• the minority shareholders have been protected from abusive ac�on by or in the interest of controlling shareholders ac�ng
either directly or indirectly and have effec�ve means of redress;
Accoun�ng policies and maintenance of books of accounts
The Directors consider that in preparing the Financial Statements, the Company has used appropriate accoun�ng policies,
consistently applied and supported by reasonable and prudent judgments and es�mates and that the Interna�onal Accoun�ng
Standards have been followed. In preparing financial statements, informa�on has been obtained from the books of accounts,
which have been maintained properly as required by the applicable rules and regula�ons.
Observance of IAS, BAS, BFRS & applicable laws
The Directors have the responsibility for ensuring that the Company keeps accoun�ng records which disclose with reasonable
accuracy the financial posi�on of the Company and which enable to ensure that the financial statements comply with the
Companies Act, 1994, the Securi�es and Exchange Rules, 1987 and other applicable laws. The Directors also confirm that the
financial statements have been prepared in accordance with the Interna�onal Accoun�ng Standards and other applicable rules
and regula�ons.
Fairness of the accounts
The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accoun�ng
policies supported by reasonable and prudent judgments and es�mates, in conformity with Interna�onal Financial Repor�ng
Standards (IFRS) and the requirements of Companies Act, 1994. The Directors are of the opinion that the financial statements give

a true and fair view of the state of the financial affairs of the Company and of their profits for the year ended June 30, 2023.
Responsibility to Internal Control System
The Board of Directors is responsible to ensure that the system of internal control is sound in design and has been effec�vely
implemented and monitored. In this regard, the board has taken proper steps and sufficient care in building a system of internal
control, which is reviewed, evaluated and updated regularly. The internal audit department of the Company conducts periodic
audit to provide reasonable assurance that the established policies and procedures of the Company are consistently followed. The
Audit Commi�ee consists of three members from the Board of Directors. The Chairman of the Audit Commi�ee is an Independent
Director
Risk and concerns:
The Board of Directors is in charge of determining the Company’s fundamental a�tude toward risk while se�ng out the risk
principles as well as the level of risk exposure. The Board of Directors are responsible for formula�ng risk policies, determining
methods to measure and manage risk, se�ng commensurate risk limits and monitoring their performance.
Fundamental principles of Taufika Foods and Lovello Ice-cream PLC risk management philosophy are:
• Effec�vely managing and monitoring credit, interest rate, liquidity, market and opera�onal risk and providing for appropriate
alloca�on of capital among the types of risk.
• Managing risk in a forward-looking manner and iden�fying and analyzing risks from the beginning with the help of steering risk
strategies, models and parameters.
• Crea�ng maximum value for the shareholders, depositors and employees in long term.
• Being financially reliable and strong and establishing business rela�ons with the stakeholders that will last for many years by
crea�ng the image of a profound ins�tu�on that will stay in business permanently.
• Complying with Companies Act, Rule and Regula�ons of BSEC, Lis�ng Regula�ons of Stock Exchanges and other guiding
principles of BSEC.
Going concern
The Board of Directors has reviewed the Company’s overall business plans, strategies and is sa�sfied that the Company has
adequate resources to con�nue its opera�ons in the foreseeable future. Accordingly, the financial statements of the Company are
prepared based on the going concern concept.
Corporate governance
Fundamentally, the conduct of the Company is guided by our core values, our code of ethics and a commitment to openness and
transparency. LOVELLO’s Board of Directors endeavors always to provide learned and strategic direc�on for the Company through
applying the highest standards of corporate governance prac�ce. To this end, we comply with all repor�ng regula�ons and
requirements as defined in the Code of Corporate Governance issued by the Bangladesh Securi�es and Exchange Commission.
Strengthening the policies and procedures by accommoda�ng the changes in legisla�on and perspec�ves is our rou�ne
applica�on to protect the Company from risk and introduce new policies necessary to steer the company on right and clear
strategic direc�on. We work to ensure all governance ma�ers are transparent to stakeholders as well as shareholders through
channels such as the Annual General Mee�ng (AGM), quarterly financial statements and this annual report. The Board of
Directors of the Company has always commi�ed to maintain and prac�ce an effec�ve corporate governance structure
Directors to re�re, re-appointment and biographies of the Directors-
As per Ar�cle 104 of the Ar�cles of Associa�on of the Company, one-third of the Directors of the Company are required to re�re
by rota�on at each Annual General Mee�ng (AGM). The re�ring Directors are eligible to stand for re-elec�on. In this connec�on
the following Directors will re�re in the 12th Annual General Mee�ng and being eligible offered them for re-elec�on;
i) Da�n’ Shamima Nargis Haque
ii) Muhsinina Sharika Ekram
The Nomina�on and Remunera�on Commi�ee reviewed the nomina�on of the above re�ring and newly appointed directors and
recommended the board for appointment. Accordingly, the board recommended appointment of re�ring directors for re-elec�on
as well as newly appointed director.

Report on the compliance of the condi�ons of BSEC’s no�fica�on
In accordance with the BSEC’s No�fica�on dated June 3, 2018, the Board of Directors are required to report on the compliance of
certain condi�ons. The no�fica�on was issued for the purpose of establishing a framework for ensuring good governance
prac�ces in the listed companies for the interest of the investors and the capital market. The overall shareholding pa�ern and a
statement on the compliance with the BSEC’s condi�ons are given on Annexure-II of this report.
Pa�ern and distribu�on of shareholding-
As on June 30, 2023 the paid up capital of the Company is Tk. 850,000,000.00 subdivided by 85,000,000 shares of Tk. 10 each
where the Sponsor/Directors Shareholders holding is 44.65%. The overall shareholding pa�erns of the Company as at the end of
the year 2022-23 is shown on Annexure-II of this report.
Corporate responsibility
Taufika Foods and Lovello Ice-cream PLC defines corporate responsibility as opera�ng with veracity at all the �mes, sustaining the
Company's long-term viability while contribu�ng to the present and future well-being of all stakeholders.
We, at the company, recognize that we have certain responsibili�es to our clients, shareholders, employees and to the
communi�es in general. But the biggest contribu�on of the Company has to make the long-term sustainability of its business.
We value our shareholders and their rights. We are always commi�ed towards our shareholders to preserve their rights and to
enhance their return as much as possible. Considering this fact the management of Taufika Foods and Lovello Ice-cream PLC gives
its best effort to:
• Keep standard opera�ng performance that ranks among the best in the industry;
• Ensure effec�ve corporate governance;
• Provide full and complete financial informa�on;
• Give striking dividend.
We are commi�ed to be equal opportunity employer, adhering to the highest social standards, the company seeks to provide a
superior working environment for its employees based on diversity and respect for the importance of the individual.
Business ethics
Our customer welfare comes first. We ensure understanding our client’s need, extending facili�es to the right clients at just terms.
We care our clients to enjoy consistent con�nuous service wherever we operate. We have complained box for taking care of
customer complaints with highest priority. All our Board, Management and employees strictly follows regulatory guidelines,
instruc�ons and all applicable laws, rules and regula�ons of the country.
Audit informa�on
The Directors who held office at the date of this Director’s Report confirm that:
• So far as the Directors are aware, there is no relevant audit informa�on of which the company’s auditors are unaware; and
• The Directors have taken all the steps that they themselves ought to have taken as Directors in order to make them aware of
any relevant informa�on and to establish that the company’s Auditors are aware of that informa�on.
Auditors
Kazi Zahir Khan & Co. Chartered Accounts have expressed their willingness to become the statutory auditor of the company for
the FY-2023-2024. In this regard the Audit Commi�ee scru�nized and reviewed their proposals and recommended to the Board
to appoint Ahmed Zaker & Co, Chartered Accounts as the external auditor of the Company for the FY-2023-2024.
The Board in its mee�ng held on October 29, 2023 recommended the shareholders to appoint Kazi Zahir Khan & Co., Chartered
Accounts at a remunera�on of Tk. 400,000 plus VAT.
The Audit Commi�ee scru�nized and reviewed the proposals of Mujibur Rahman & Co., Cost and Management Accountant to be
compliance auditor of the company and recommended to the Board for appointment.
The Board in its mee�ng held on October 29, 2023 also recommended the shareholders to Mujibur Rahman & Co. Cost and
Management Accountant at a remunera�on of Tk. 25,000 plus VAT as the compliance auditor for the year 2023-24.
Our employees and environment

The Management of Taufika Foods and Lovello Ice-cream PLC believe that Human Resources of any organiza�on can make the
difference in the Industry. Considering this thought the company recruits competent people, develop them as per the demand of
the �me and situa�on, and retain them with compe��ve and standard mo�va�on-award and reten�on policies and prac�ces.
The Company is commi�ed to crea�ng a working environment based on the values of equal opportunity, diversity and
meritocracy. All the Company’s ac�vi�es are reinforced by its governance structure, which complies with the leading codes of best
prac�ces.
Product Responsibility and Customer Health & Safety
The Company believes that the modern day Consumers demand quality, convenience and value for money from the brands they
choose and all our products sold under the brand names of LOVELLO score high in this regard. The Company complies with
stringent interna�onal standards/ ISO cer�fica�ons for hygiene and food safety.
Furthermore, our prime focus on the highest quality standards run through all the func�ons in the Company from sourcing and
quality standard are maintaining from end-to-end covering to product innova�on, manufacturing, marke�ng and are embedded
in the genes of our staff. Our well-equipped Quality Assurance and Research and Development laboratories help us to deliver our
promise of high quality products to our consumers.
Directors' mee�ng, a�endance & remunera�on –
During the year ended June 30, 2023 total 05 mee�ngs were held. During this year, all of the Directors serving on the Board
a�ended were more than 80 percent of the aggregate of the total number of mee�ngs of the Board of Directors. The a�endance
in the Board and Commi�ee mee�ngs by each Director is given in Annexure-l on this Report.
Signing of Report
The Board in its mee�ng on June 2023 authorized the Chairman, Da�n’ Shamima Nargis Haque to sign Director’s report and any
addendum thereto.
Acknowledgement
With hearts brimming with gra�tude, we extend our deepest thanks to our cherished clients, loyal depositors, and esteemed
shareholders. Our hear�elt apprecia�on also reaches out to the Bangladesh Telecommunica�on Regulatory Commission,
Bangladesh Securi�es and Exchange Commission, Dhaka and Chi�agong Stock Exchanges, NBR, the invaluable backing from banks
and financial ins�tu�ons, and the unwavering support from various government bodies and our esteemed statutory auditors.
Your posi�ve sugges�ons have been the guiding light, shaping our path toward excellence. To our incredible employees, who
breathe life into our vision at every level of the company, we express our deepest pleasure and gra�tude. Your dedica�on and
efforts illuminate our journey, turning challenges into triumphs and aspira�ons into achievements.
In every step we take, your support is the wind beneath our wings, propelling us toward greater heights. We treasure your trust,
and it fuels our commitment to delivering nothing but the best. Here’s to the shared success and the boundless possibili�es that
lie ahead.
Warmest regards,
Da�n’ Shamima Nargis Haque

Chairman
Dhaka: July 27, 2023

PEAK
POINTS
PROFIT after tax EPS

2022-23 : BDT 105.26 Million 2022-23 : BDT 1.24
2021-22 : BDT 121.59 Million 2021-22 : BDT 1.43
NAV Dividend
2022-23 : BDT 1099.65 Million payout (Cash)
2021-22 : BDT 1096.38 Million 2022-23 : 10%
2021-22 : 12%
Sales
NOCF 2022-23 : BDT 943.66 Million
2022-23 : BDT 180.02 Million
2021-22 : BDT 960.38 Million
2021-22 : BDT 178.22 Million
Consist of 17 Depot

MANAGEMENT DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION
Business Insight
Despite the chilling winds of several turmoil previous years, Bangladesh's economy stood strong demonstra�ng unparalleled
resilience akin to the creamiest, most enduring scoop of ice cream. Our GDP danced at a growth rate of 7.5%, a testament to the
na�on’s unwavering spirit and determina�on. In the face of dynamic market condi�ons, Taufika Foods and Lovello Ice-cream PLC
have remained loyal in its commitment to innova�on, quality, and sustainability.
Our strategic decisions, guided by the insights gained through extensive market analysis, have not only propelled us through
challenging �mes but also posi�oned us as industry leaders. Just like a scoop of ice cream brings joy to your day, businesses like
ours are dedicated to sweetening the world with flavors of progress and commitment.
We are sincerely s�mulated by Bangladesh's journey, and it fuels our passion to create charming experiences and contribute to
this alo� path.
Taufika Foods and Lovello Ice-cream PLC under The Companies Act, 1994 vide Registra�on No. C-94700/11 dated August 07, 2011
was incorporated in Bangladesh as a Private Limited Company. The Company being transformed into a public limited Company
dated 22 August, 2019, commenced its commercial opera�on on January 02, 2016. The company got a chance to take its
corporate head office at Plot-80, Road-2, Banani (Chairman Bari), Dhaka-1213, Bangladesh and factory at Bashile, Kathali, 6 No.
Valuka Union Parishad Valuka, Mymensingh. The Company is an Ice-cream manufacturer and supplier in Bangladesh.
Blueprint of Business Excellence

Our strategy is me�culously cra�ed to not just meet industry standards but exceed them, se�ng a new benchmark for business
excellence. Our approach encompasses a series of deliberate and dynamic moves, all geared towards cap�va�ng our customers,
booming in compe��ve arenas, enhancing performance, and accomplishing our organiza�onal objec�ves. Lovello’s strategic
framework serves as a beacon of corporate purpose and ac�on, dis�nguished by its though�ul planning and adaptable design,
focusing on:
• Maximizing Efficiency: Embracing strategies that yield maximum results and efficiency in every opera�on.
• Seizing Opportuni�es: Ac�vely iden�fying and capitalizing on emerging opportuni�es in the market.
• Leveraging Progressive Technology: Harnessing the power of modern machinery and manufacturing technology to stay ahead
in innova�on.
• Total Quality Management (TQM) Focus: Ensuring that every facet of our business adheres to the highest quality standards
through rigorous Total Quality Management prac�ces.
• Se�ng Service Excellence Standards: Establishing a culture of service excellence, where every customer interac�on reflects
our commitment to excep�onal service.
• Precision in Market Timing and Product Placement: Delivering the right products to the right markets at the opportune
moments, ensuring a strategic market presence.
• Modified Market Segmenta�on: Segrega�ng markets and customizing our products to cater to diverse customer needs
effec�vely.
• Customer-Centric Approach: Centering our focus on understanding and fulfilling the unique needs of our customers.
• Proac�ve Approach to Challenges: An�cipa�ng and addressing challenges and threats with agility and innova�on.
• Con�nuous Product Enhancement: Persistently expanding and refining our product lines to meet evolving market demands.
• Delivering Value and Sa�sfac�on: Offering products that not only provide value for money but also ensure 100% customer
sa�sfac�on.
• Consistent Growth and Reten�on: Sustaining and nurturing consistent growth while retaining customer loyalty through
unrivaled products and services.
• Strategic Posi�oning: Securing and maintaining an advantageous posi�on in the market through strategic decision-making.
• Environmental Accountability: Taking proac�ve measures to curtail our environmental impact, reflec�ng our commitment to
sustainability.
In our relentless pursuit of market supremacy, our outreach endeavors transcend the ordinary, pain�ng a canvas of unparalleled
engagement and innova�on. Across a myriad of pla�orms, we masterfully weave our narra�ve, cap�va�ng audiences with a
symphony of sophis�ca�on. The digital realm, adorned with the vibrant hues of Facebook, Twi�er, and Instagram, becomes our
playground, where we orchestrate compelling dialogues and forge enduring connec�ons.

At the helm of Lovello stands a management cadre, not merely equipped but adorned with a holis�c framework of unparalleled
sophis�ca�on. Within this framework lies the wisdom to discern the faintest ripples of opportunity on the gigan�c ocean of
business, the insight to dissect threats before they materialize, and the ar�stry to op�mize every resource and for�fy our
strengths. As we ascend the peaks of success, we don't just set standards; we redefine them, cas�ng a brilliant, illumina�ng light
that guides the en�re industry toward a future where excellence isn't an op�on but the only choice. In the grand tapestry of
commerce, Lovello isn't just a player; it's the maestro, conduc�ng a symphony of unique brilliance and se�ng new benchmarks
that echo across the annals of business history.
1. SWOT Analysis:
For business excellence, we also follow a strategic plan and it is SWOT. SWOT is actually a business analysis occurred internally and
externally. SWOT of a company actually shows 4 major categorical analyses:
S – Strength
W – Weakness
O – Opportuni�es
T – Threats
Strength:
Our company has swi�ly become iden�cal with producing exquisite products, a testament to our steadfast commitment to quality
and taste. More than just a business, we embrace the power of diversity, inclusion, and con�nuous learning. Our people, the
heartbeat of our enterprise, represent our essence of strength. We champion the art of connec�on, fostering loyalty and mo�va-
�on, crea�ng a corporate culture steeped in engagement and warmth. Within our walls, an atmosphere of openness prevails,
nurturing a high-performance environment where our team thrives. We relentlessly pursue excellence, expanding our product
range to encompass a deligh�ul array of flavors, party packs, s�cks, cones, and mini treats. Our mo�va�on stems from more than
just our products; it's cul�vated by a dynamic and skilled management team that propels us toward boundless horizons.
Weaknesses:
Though started newly, LOVELLO is going on having less market share and crossing so many hardships to pierce into a new market.
The company goes with the tough compe��on in the market from interna�onal and na�onal ice cream products. Moreover, the
four major facts are:
• Size of market is limited as the supply of the product is very difficult.

• Seasonal sales of the product.
• General problem faced by ice cream manufacturing companies like load shedding problem, damage return and un�mely
delivery to retailers.
• Credit facili�es is not secured by land and building.
Opportuni�es:
In the bustling heart of major ci�es, our company is unfurling its wings, seizing the opportunity to expand its footprint. A delecta-
ble revolu�on is underway as the demand for ice cream and frozen delights skyrockets in hotels, restaurants, par�es, and myriad
celebra�ons. With our commitment to quality at an affordable price, we find ourselves at the epicenter of a growing appe�te. As
ice cream market is on the rise, the biggest opportuni�es for the company are
• Rising income, change in lifestyle party cultures.

• Large young popula�on
• Hot summer.
• High economic growth and market liberaliza�on.
Threats:
In the intricate dance of commerce, threats are the tempestuous waves that test a business's me�le. A ship adri� in placid waters
lacks direc�on; similarly, a business unchallenged by threats lacks the impetus for innova�on and resilience. We navigate the
tumult of poli�cal transi�ons, the uncertainty of economic climates, the complexi�es of labor pricing, and the flickering lights of
load shedding that cast shadows on our path. Through analysis we have found some other threats in business:
• Low income popula�on and threat of infrastructure.

• Economical and regulatory changes.
• Threat of subs�tutes.
• Local ice creams and sweet dishes.
• Health conscious people refraining from sweets.

These challenges, while daun�ng, are the crucible in which our resilience is forged. Naviga�ng these intricate waters requires not
just a steady hand but also the innova�on to adapt, ensuring our ship not only sails but triumphs amidst the storm.
2. Analysis of the financial statements of last five years with reason(s) of fluctua�ng revenue or sales, other income, total
income, cost of material, finance cost, deprecia�on and amor�za�on expense, other expense; changes of inventories, net
profit before & a�er tax, EPS etc.
Par�culars June 30, 2023 June 30, 2022 June 30, 2021 June 30, 2020 June 30, 2019
(A) Sales 943,667,285 960,385,039 850,801,390 942,869,150 922,889,785

(B) Cost of Goods Sold 558,930,279 557,319,210 494,909,633 552,392,597 537,504,916
(C) Gross Profit (A-B) 384,737,006 403,065,829 355,891,757 390,476,553 385,384,869
(D) Opera�ng Expenses 143,284,585 141,143,960 139,688,077 149,280,037 134,508,705
Administra�ve Expenses 16,687,750 17,101,509 16,231,797 18,701,781 13,564,960
Marke�ng Expenses 126,596,834 124,042,451 123,456,281 130,578,256 120,943,746
(E) Opera�ng Income (C-D) 241,452,422 261,921,869 216,203,680 241,196,516 250,876,164
(F) Financial Expenses 116,877,787 120,022,392 118,035,700 155,147,618 161,134,907
(G) Profit Before Other 124,574,634 141,899,478 98,167,980 86,048,898 89,741,257
Income (E-F)
(H) Other Income 13,590,518 12,051,004 3,598,895 3,455,781 6,102,220
(I) Net Profit Before WPPF 138,165,152 153,950,482 101,766,874 89,504,679 95,843,477
(J) Provision for WPPF 6,579,293 7,330,975 4,846,042 4,262,128 4,563,975
(K) Net Profit Before Tax 131,585,859 146,619,507 96,920,833 85,242,551 91,279,502
(I-J)
(L) Income Tax Expense 26,321,934 25,024,497 1,912,957 23,189,490 29,634,215
Current Tax 11,639,189 13,362,639 18,794,777 21,733,994 23,173,852
Deferred Tax 14,682,745 11,661,858 -16,881,820 1,455,496 6,460,363
(M) Net Profit A�er Tax 105,263,926 121,595,010 95,007,875 62,053,062 61,645,286
(K-L)

Revenue
1,000,000,000
950,000,000
900,000,000
850,000,000
Revenue
800,000,000
750,000,000
2023
2022
2021
2020
2019
Gross Profit
410,000,000
400,000,000
390,000,000
380,000,000
370,000,000
Gross Profit
360,000,000
350,000,000
340,000,000
330,000,000
2023 2022
2021 2020
2019
2019
2020
2021
2022
2023
0
50,000,000
100,000,000
150,000,000

Annexure-1
Board Mee�ngs and A�endance by the Directors
A�endance by the Directors in the Board of Directors’ Mee�ng in 2022-2023 are summarized and given below:
Number of Number of
Sl. No Name Mee�ng A�endance (%)
1 Da�n’ Shamima Nargis Haque, Chairman 5 5 100%

2 Dato’ Engr. Md. Ekramul Haque, Managing Director 5 5 100%
3 Muhsinina Taufika Ekram, Director 5 5 100%
4 Muhsinina Sharika Ekram, Director 5 5 100%
5 Ruhul Ameen M.Com. FCMA Independent Director 5 3 60%
6 Im�az Lu�ul Baset, FCMA, FCA Independent Director 3 2 40%
Audit Commi�ee Mee�ngs and A�endance by the Directors

A�endance by the Directors in the Audit Commi�ee Mee�ng in 2022-2023 are summarized and given below:
Number of Number of
1 Ruhul Ameen M.Com. FCMA Independent Director, Chairman of the 4 4 100%

Commi�ee
2 Muhsinina Taufika Ekram, Director, Member of the Commi�ee 4 4 100%
3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee 4 4 100%
NRC Mee�ngs and A�endance by the Directors

A�endance by the Directors in the NRC Mee�ng in 2022-2023 are summarized and given below:
Number of Number of
1 Ruhul Ameen M.Com. FCMA Independent Director, Chairman of 1 1 100%

the Commi�ee
2 Muhsinina Taufika Ekram, Director, Member of the Commi�ee 1 1 100%
3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee 1 1 100%

Annexure-2
Shareholding Pa�ern
Posi�on of shareholding of ordinary shares as on June 30, 2023
Sl. % of holding % of holding

Shareholder's Group Number of Shares June 30, 2023 June 30, 2022
No.
1 Sponsors 37,950,000 44.65 44.65
2 Foreign Investors Nil Nil Nil
3 Financial and other Ins�tu�ons 16,987,414 19.51 20.00
4 General Public 30,062,586 35.85 35.35
Total 85,000,000 100 100
Distribu�on schedule of each class of equity security se�ng out the number of holders and percentages as on June 30,2023
As per BO ID
Sl. Range of Holdings
No. No. of holders holdings percentage( %)
1 Less than 500 shares 4017 11,25,606 1.32%
2 501 to 5,000 shares 2877 54,80,796 6.45%
3 5001 to 10,000 shares 390 30,44,080 3.58%
4 10,001 to 20,000 shares 265 40,02,302 4.71%
5 20,001 to 30,000 shares 72 18,40,173 2.16%
6 30,001 to 40,000 shares 33 11,66,609 1.37%
7 40,001 to 50,000 shares 32 14,45,037 1.70%
8 50,001 to 100,000 shares 46 34,58,780 4.07%
9 100,001 to 1000,000 shares 27 64,78,764 7.62%
10 Over 1,000,000 shares 9 5,69,57,853 67.01%
Total 7768 8,50,00,000 100.00%
A. Parent or Subsidiary or Associated Companies and other par�es
Name No. of Shares Shareholding (%)
Taufika Engineering Limited (TEL) 13,697,921 16.12%

B. Director’s and their spouses and minor children
Name Status No. of Shares Shareholding (%)
Da�n’ Shamima Nargis Haque Chairman 2,900,000 3.41%
Dato’ Engr. Md. Ekramul Haque Managing Director 30,000,000 35.29%
Muhsinina Taufika Ekram Director 2,050,000 2.41%
Muhsinina Sharika Ekram Director 3,000,000 3.53%
Ruhul Ameen M.Com. FCMA Independent Director
Their minor children do not have shareholding
Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance and their Spouses and Minor children
Mustaque Ahmad Chief Financial Officer - -
Mohammad Didarul Alam FCMA Company Secretary (Ac�ng) - -
Md. Moheuddin Sarder Head of Internal Audit - -
Their Spouses and minor children do not have shareholding
C. Execu�ves and their spouses and minor children: Nil
D. Shareholders holding ten percent or more vo�ng interest in the company
Dato’ Engr. Md. Ekramul Haque Managing Director 30,000,000 35.29%
Taufika Engineering Ltd. Ins�tute 13,697,921 16.12%

CORPORATE
GOVERNANCE

Certificate of BAPLC

CERTIFICATE OF
COMPLIANCE
Report to the Shareholders of Taufika Foods and Lovello Ice-cream PLC on
Compliance of the Corporate Governance Code
We have examined the compliance status to the Corporate Governance Code by Taufika Foods and Lovello Ice-cream PLC as on 30
June, 2023. This Code relates to the No�fica�on No: BSEC/CMRRCD 2006-158/207/Admin/80, dated - 3rd June, 2018, of the
Bangladesh Securi�es and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examina�on was limited to the
procedures and implementa�on thereof as adopted by the Management in ensuring compliance to the condi�ons of the
Corporate Governance Code.
This is a scru�ny and verifica�on and an independent audit on compliance of the condi�ons of the Corporate Governance Code
as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Ins�tute of Chartered Secretaries of
Bangladesh (ICSB) in so far as those standards are not inconsistent with any condi�on of this Corporate Governance Code.
We state that we have obtained all the informa�on and explana�ons, which we have required, and a�er due scru�ny and
verifica�on thereof, we report that, in our opinion:
(a) The Company has complied with the condi�ons of the Corporate Governance Code as s�pulated in the above men�oned
Corporate Governance Code issued by the Commission complied;
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the
Ins�tute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code complied;
(c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securi�es laws and
other relevant laws complied; and
(d) The Governance of the company is highly sa�sfactory.
Place: Dhaka Sd/-

Date: October 30, 2023 Md. Mujibur Rahman FCMA
Principal & CEO
Mujibur Rahman & Co.
Cost & Management Accountants


COMPLIANCE REPORT ON CORPORATE
GOVERNANCE CODE
Status of compliance with the condi�ons imposed by the Commission’s No�fica�on No. SEC/CMRRCD/2006- 158/207/Ad-
min/80, dated 3 June 2018 issued under sec�on 2CC of the Securi�es and Exchange Ordinance, 1969:
Condi�on No Title Compliance Status Remarks (If any)

1. Board of Directors:-
Size of the Board of Directors TAUFIKA FOODS AND
1 (1) The total number of members of a LOVELLO ICE-CREAM
company’s Board of Directors (hereina�er √ PLC Board is comprised
referred to as “Board”) shall not be less of 05 Directors.
than 5 (five) and more than 20 (twenty).
Independent Directors
1 (2) All companies shall have effec�ve
representa�on of independent directors on
their Boards, so that the Board, as a group,
includes core competencies considered
relevant in the context of each company; for
this purpose, the companies shall comply
with the following:-
At least one-fi�h (1/5) of the total number The number of
of directors in the company’s Board shall be independent director
1 (2) (a) independent directors; any frac�on shall be √ of the company is 01
considered to the next integer or whole (one)
number for calcula�ng number of
independent director(s);
For the purpose of this clause “independent
1 (2) (b) director” means a director
1 (2) (b) (i) who either does not hold any share in the
company or holds less than one percent √
(1%) shares of the total paidup shares of the
company;
who is not a sponsor of the company or is
1 (2) (b) (ii) 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 en��es who holds one
percent (1%) or more shares of the total √
paid-up shares of the company on the basis
of family rela�onship and his or her family
members also shall not hold above
men�oned 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 execu�ve of the
1 (2) (b) (iii) company in immediately preceding 2(two) √
financial years;
who does not have any other rela�onship,

whether pecuniary or otherwise, with the
1 (2) (b) (iv) company or its subsidiary or associated √
companies;

who is not a member or TREC (Trading Right
1 (2) (b) (v) En�tlement Cer�ficate) holder, director or √
officer of any stock exchange;
1 (2) (b) (vi) who is not a shareholder, director excep�ng
independent 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 execu�ve or was
1 (2) (b) (vii) not a partner or an execu�ve during the
preceding 3 (three) years of the concerned
company’s statutory audit firm or audit firm
engaged in internal audit services or audit √
firm conduc�ng special audit or
professional cer�fying compliance of this
Code;
1 (2) (b) (viii) who is not independent director in more √
than 5 (five) listed companies;
who has not been convicted by a court of
1 (2) (b) (ix) competent jurisdic�on as a defaulter in
payment of any loan or any advance to a √
bank or a Non-Bank Financial Ins�tu�on
(NBFI); and
who has not been convicted for a criminal √
1 (2) (b) (x)
offence involving moral turpitude;
The independent director(s) shall be
1 (2) (c) appointed by the Board and approved by
√
the shareholders in the Annual General
Mee�ng (AGM);
The post of independent director(s) cannot
1 (2) (d) remain vacant for more than 90 (ninety) √ No vacancy Occurred
days; and
1 (2) (e) 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 a�er
a �me gap of one tenure, i.e., three years √
from his or her comple�on of consecu�ve
two tenures [i.e. six years]: Provided further
that the independent director shall not be
subject to re�rement by rota�on as per the
‡Kv¤úvbx AvBb, 1994 (1994 m‡bi 18bs
AvBb) Companies Act, 1994).
1 (3) Qualifica�on of Independent Director.-
Independent director shall be a
1 (3) (a)
knowledgeable individual with integrity
who is able to ensure compliance with
financial laws, regulatory requirements and √
corporate laws and can make meaningful
contribu�on to the business;
1 (3) (b) Independent director shall have following
qualifica�ons:
Business Leader who is or was a promoter
1 (3) (b) (i) or director of an unlisted company having N/A
minimum paid-up capital of Tk. 100.00 - -
million or any listed company or a member
of any na�onal or interna�onal chamber of
commerce or business associa�on; or

Corporate Leader who is or was a top level

1 (3) (b) (ii) execu�ve not lower than Chief Execu�ve 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 - - N/A
Compliance or Head of Legal Service or a
candidate with equivalent posi�on of an
unlisted company having minimum paid up
capital of Tk. 100.00 million or of a listed
company; or
Former official of government or statutory
1 (3) (b) (iii) or autonomous or regulatory body in the
posi�on not below 5th Grade of the
na�onal pay scale, who has at least √
educa�onal background of bachelor degree
in economics or commerce or business or
law; or
University Teacher who has educa�onal
1 (3) (b) (iv) background in Economics or Commerce or - - N/A
Business Studies or Law; or
Professional who is or was an advocate
1 (3) (b) (v) prac�cing at least in the High Court Division
of Bangladesh Supreme Court or a
Chartered Accountant or Cost and
Management Accountant or Chartered √
Financial Analyst or Chartered Cer�fied
Accountant or Cer�fied Public Accountant
or Chartered Management Accountant or
Chartered Secretary or equivalent
qualifica�on;
The independent director shall have at least
1 (3) (c) 10 (ten) years of experiences in any field √
men�oned in clause (b);
1 (3) (d) In special cases, the above qualifica�ons or - - N/A
experiences may be relaxed subject to prior
approval of the Commission.
1 (4) In special cases, the above qualifica�ons or
experiences may be relaxed subject to
prior approval of the Commission.
The posi�ons of the Chairperson of the
1 (4) (a) Board and the Managing Director (MD)
and/or Chief Execu�ve (CEO) of the √
company shall be filled by different
individuals;
The Managing Director (MD) and/or Chief
Execu�ve (CEO) of a listed company shall
1 (4) (b) not hold the same posi�on in another listed √
company;
The Chairperson of the Board shall be

1 (4) (c)
elected from among the non -execu�ve √
directors of the company;
The Board shall clearly define respec�ve

1 (4) (d) roles and responsibili�es of the Chairperson √
and the Managing Director and/or Chief -
Execu�ve ;

In the absence of the Chairperson of the
1 (4) (e) Board, the remaining members may elect
one of themselves from non -execu�ve √
directors as Chairperson for that par�cular
Board’s mee�ng; the reason of absence of
the regular Chairperson shall be duly
recorded in the minutes.
The Directors’ Report to Shareholders
1 (5) The Board of the company shall include the
following addi�onal statements or
disclosures in the Directors’ Report
prepared under sec�on 184 of the
Companies Act, 1994 (Act No. XVIII of
1994): -
1 (5) (i) An industry outlook and possible future

√
developments in the industry;
The segment -wise or product -wise √
1 (5) (ii) performance;
Risks and concerns including internal and
1 (5) (iii) external risk factors, threat to sustainability √
and nega�ve impact on environment, if any;
A discussion on Cost of Goods sold, Gross
1 (5) (iv) Profit Margin and Net Profit Margin, where √
applicable;
A discussion on con�nuity of any
extraordinary ac�vi�es and their - - N/A
1 (5) (v)
implica�ons (gain or loss);
A detailed discussion on related party
transac�ons along with a statement
1 (5) (vi) showing amount, nature of related party, √
nature of transac�ons and basis of
transac�ons of all related party transac�ons
A statement of u�liza�on of proceeds
1 (5) (vii) raised through public issues, rights issues - - N/A
and/or any other instruments
An explana�on if the financial results
deteriorate a�er the company goes for
1 (5) (viii) Ini�al Public Offering (IPO), Repeat Public - - N/A
Offering (RPO), Rights Share Offer, Direct
Lis�ng, etc.;
An explana�on on any significant variance
that occurs between Quarterly Financial
1 (5) (ix) performances and Annual Financial - - N/A
Statements;
1 (5) (x) A statement of remunera�on paid to the

directors including independent directors; √
1 (5) (xi) A statement that the financial statements
prepared by the management of the issuer
company present fairly its state of affairs, √
the result of its opera�ons, cash flows and
changes in equity;
1 (5) (xii) A statement that proper books of account
of the issuer company have been √
maintained
A statement that appropriate accoun�ng
1 (5) (xiii) policies have been consistently applied in
prepara�on of the financial statements and √
that the accoun�ng es�mates are based on
reasonable and prudent judgment

A statement that Interna�onal Accoun�ng

1 (5) (xiv) Standards (IAS) or Interna�onal Financial
Repor�ng Standards (IFRS), as applicable in √
Bangladesh, have been followed in
prepara�on of the financial statements and
any departure there from has been
adequately disclosed;
1 (5) (xv) A statement that the system of internal
control is sound in design and has been √
effec�vely implemented and monitored;
A statement that minority shareholders
have been protected from abusive ac�ons
1 (5) (xvi) by, or in the interest of, controlling √
shareholders ac�ng either directly or
indirectly and have effec�ve means of
redress;
A statement that there is no significant
doubt upon the issuer company’s ability to
1 (5) (xvii) con�nue as a going concern, if the issuer
√
company is not considered to be a going
concern, the fact along with reasons there
of shall be disclosed;
An explana�on that significant devia�ons
from the last year’s opera�ng results of the
1 (5) (xviii) - - N/A
issuer company shall be highlighted and the
reasons thereof shall be explained;
A statement where key opera�ng and
√
1 (5) (xix) financial data of at least preceding 5 (five)
years shall be summarized;
An explana�on on the reasons if the issuer
1 (5) (xx) company has not declared dividend (cash or N/A
√
stock) for the year;
Board’s statement to the effect that no
1 (5) (xxi) bonus share or stock dividend has been or
√
shall be declared as interim dividend;
1 (5) (xxii) The total number of Board mee�ngs held
during the year and a�endance by each √
director;
A report on the pa�ern of shareholding
1 (5)(xxiii) disclosing the aggregate number of shares
(along with name-wise details where stated
below) held by:-
Parent or Subsidiary or Associated
1 (5)(xxiii) (a) Companies and other related par�es - N/A
-
(name-wise details);
Directors, Chief Execu�ve , Company
Secretary, Chief Financial Officer, Head of All directors other than
1 (5)(xxiii) (b) Independent directors
Internal Audit and Compliance and their √
spouses and minor children (name-wise hold shares of the
details) company.
1 (5) (xxiii)(c) Execu�ves; and - - N/A
Shareholders holding ten percent (10%) or
1 (5) (xxiii)(d) more vo�ng interest in the company
(name-wise details); √
In case of the appointment or
reappointment of a director, a disclosure on
1(5)(xxiv)
the following informa�on to the
shareholders:-
1(5)(xxiv)(a) a brief resume of the director √

nature of his or her exper�se in specific √
1(5)(xxiv)(b) func�onal areas; and
names of companies in which the person
1(5)(xxiv)(c) also holds the directorship and the √
membership of commi�ees of the Board;
A Management’s Discussion and Analysis
signed by CEO or MD presen�ng detailed
analysis of the company’s posi�on and
1(5)(xxv) opera�ons along with a brief discussion of
changes in the financial statements, among
others, focusing on:
1(5)(xxv)(a) accoun�ng policies and es�ma�on for
prepara�on of financial statements; √
changes in accoun�ng policies and
es�ma�on, if any, clearly describing the - N/A
1(5)(xxv)(b) -
effect on financial performance or results
and financial posi�on as well as cash flows
in absolute figure for such changes;
compara�ve analysis (including effects of
infla�on) of financial performance or √
1(5)(xxv)(c) results and financial posi�on as well as cash
flows for current financial year with
immediate preceding five years explaining
reasons thereof;
compare such financial performance or
1(5)(xxv)(d) results and financial posi�on as well as cash √
flows with the peer industry scenario;
1(5)(xxv)(e) briefly explain the financial and economic
scenario of the country and the globe;
risks and concerns issues related to the
financial statements, explaining such risk √
1(5)(xxv)(f) and concerns mi�ga�on plan of the
company; and √
future plan or projec�on or forecast for
1(5)(xxv)(g) company’s opera�on, performance and
financial posi�on, with jus�fica�on thereof, √
i.e., actual posi�on shall be explained to the
shareholders in the next AGM;
Declara�on or cer�fica�on by the CEO and
1(5)(xxvi) the CFO to the Board as required under √
condi�on No. 3(3) shall be disclosed as per
Annexure - A; and
(xxvii) The report as well as cer�ficate
1(5)(xxvii) regarding compliance of condi�ons of this
Code as required under condi�on No. 9 √
shall be disclosed as per Annexure -B and
Annexure - C .
Mee�ngs of the Board of Directors
The company shall conduct its Board
mee�ngs and record the minutes of the √
mee�ngs as well as keep required books
and records in line with the provisions of
the relevant Bangladesh Secretarial
1(6) Standards (BSS) as adopted by the Ins�tute
of Chartered Secretaries of Bangladesh
(ICSB) in so far as those standards are not
inconsistent with any condi�on of this Code

Code of Conduct for the Chairperson, other

1(7) Board members and Chief Execu�ve
The Board shall lay down a code of conduct,
based on the recommenda�on of the
1(7) (a) Nomina�on and Remunera�on Commi�ee √
(NRC) at condi�on No. 6, for the
Chairperson of the Board, other board
members and Chief Execu�ve of the
company;
The code of conduct as determined by the
NRC shall be posted on the website of the
company including, among others, prudent
conduct and behavior; confiden�ality; √
1(7) (b) conflict of interest; compliance with laws,
rules and regula�ons; prohibi�on of insider
trading; rela�onship with environment,
employees, customers and suppliers; and
independency.
Governance of Board of Directors of
2 Subsidiary Company.-
Provisions rela�ng to the composi�on of
the Board of the holding company shall be
2 (a) - - N/A
made applicable to the composi�on of the
Board of the subsidiary company
At least 1 (one) independent director on the
2 (b) Board of the holding company shall be a
director on the Board of the subsidiary - - N/A
company;
The minutes of the Board mee�ng of the
subsidiary company shall be placed for - - N/A
2 (c) review at the following Board mee�ng of
the holding company;
The minutes of the respec�ve Board
mee�ng of the holding company shall state
2 (d) that they have reviewed the affairs of the - - N/A
subsidiary company also;
The Audit Commi�ee of the holding
2 (e) company shall also review the financial
statements, in par�cular the investments - - N/A
made by the subsidiary company.
Managing Director (MD) or Chief Execu�ve
3 (CEO), Chief Financial Officer (CFO), Head of
Internal Audit and Compliance (HIAC) and
Company Secretary (CS).
3 (1) Appointment
The Board shall appoint a Managing
Director (MD) or Chief Execu�ve (CEO), a
3 (1) (a) Company Secretary (CS), a Chief Financial √
Officer (CFO) and a Head of Internal Audit
and Compliance (HIAC);
The posi�ons of the Managing Director
3 (1) (b) (MD) or Chief Execu�ve (CEO), Company
Secretary (CS), Chief 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 not hold any execu�ve
posi�on in any other company at the same N/A
3 (1) (c) -
�me; √

The Board shall clearly define respec�ve √
3 (1) (d) roles, responsibili�es and du�es of the CFO,
the HIAC and the CS;
The MD or CEO, CS, CFO and HIAC shall not
be removed from their posi�on without
approval of the Board as well as immediate
3 (1) (e) dissemina�on to the Commission and stock √
exchange(s).
Requirement to a�end Board of Directors’
Mee�ngs
The MD or CEO, CS, CFO and HIAC of the
company shall a�end the mee�ngs of the
Board:
3 (2) Provided that the CS, CFO and/or the HIAC √
shall not a�end such part of a mee�ng of
the Board which involves considera�on of
an agenda item rela�ng to their personal
ma�ers
Du�es of Managing Director (MD) or Chief
Execu�ve (CEO) and Chief Financial Officer
3 (3)
(CFO)
The MD or CEO and CFO shall cer�fy to the
Board that they have reviewed financial
statements for the year and that to the best √
3 (3) (a)
of their knowledge and belief:
these statements do not contain any
materially untrue statement or omit any
3 (3) (a) (i) material fact or contain statements that √
might be misleading; and
these statements together present a true
and fair view of the company’s affairs and
3 (3) (a) (ii) are in compliance with exis�ng accoun�ng √
standards and applicable laws;
The MD or CEO and CFO shall also cer�fy
that there are, to the best of knowledge and
3 (3) (b) belief, no transac�ons entered into by the
company during the year which are - - N/A
fraudulent, illegal or in viola�on of the code
of conduct for the company’s Board or its
members;
The cer�fica�on of the MD or CEO and CFO √
3 (3) (c) shall be disclosed in the Annual Report
Board of Directors’ Commi�ee.-
4 For ensuring good governance in the
company, the Board shall have at least
following subcommi�ees:
4 (i) (i) Audit Commi�ee; and √
4 (ii) (ii) Nomina�on and Remunera�on Commi�ee. √
5 Audit Commi�ee.-
5 (1) Responsibility to the Board of Directors.
The company shall have an Audit
5 (1) (a) Commi�ee as a subcommi�ee of the
√
Board;
The Audit Commi�ee shall assist the Board
5 (1) (b) in ensuring that the financial statements
√
reflect true and fair view of the state of
affairs of the company and in ensuring a
good monitoring system within the
business;

The Audit Commi�ee shall be responsible √

5 (1) (c) to the Board; the du�es of the Audit
Commi�ee shall be clearly set forth in
wri�ng
5 (2) Cons�tu�on of the Audit Commi�ee
5 (2) (a) The Audit Commi�ee shall be composed of √
at least 3 (three) members;
The Board shall appoint members of the
Audit Commi�ee who shall be
nonexecu�ve directors of the company
5 (2) (b) excep�ng Chairperson of the Board and √
shall include at least 1 (one) independent
director;
All members of the audit commi�ee should
be “financially literate” and at least 1 (one) √
5 (2) (c) member shall have accoun�ng or related
financial management background and 10
(ten) years of such experience;
When the term of service of any Commi�ee
member expires or there is any
circumstances causing any Commi�ee
member to be unable to hold office before
5 (2) (d) expira�on of the term of service, thus
making the number of the Commi�ee √
members to be lower than the prescribed
number of 3 (three) persons, the Board
shall appoint the new Commi�ee member
to fill up the vacancy immediately or not
later than 1 (one) month from the date of
vacancy in the Commi�ee to ensure
con�nuity of the performance of work of
the Audit Commi�ee;
5 (2) (e) The company secretary shall act as the
secretary of the Commi�ee; √
The quorum of the Audit Commi�ee √
5 (2) (f) mee�ng shall not cons�tute without at
least 1 (one) independent director.
5 (3) Chairperson of the Audit Commi�ee
The Board shall select 1 (one) member of
5 (3) (a) the Audit Commi�ee to be Chairperson of √
the Audit Commi�ee, who shall be an
independent director;
5 (3) (b) Audit Commi�ee, the remaining members
may elect one of themselves as Chairperson
for that par�cular mee�ng, in that case
there shall be no problem of cons�tu�ng a
√
quorum as required under condi�on No.
5(4)(b) and the reason of absence of the
regular Chairperson shall be duly recorded
in the minutes.
Chairperson of the Audit Commi�ee shall
remain present in the Annual General
Mee�ng (AGM): Provided that in absence of
5 (3) (c) Chairperson of the Audit Commi�ee, any
other member from the Audit Commi�ee
shall be selected to be present in the annual √
general mee�ng (AGM) and reason for
absence of the Chairperson of the Audit
Commi�ee shall be recorded in the minutes
of the AGM.

5 (4) Mee�ng of the Audit Commi�ee
The Audit Commi�ee shall conduct at least
its four mee�ngs in a financial year:
5 (4) (a) Provided that any emergency mee�ng in
addi�on to regular mee�ng may be √
convened at the request of any one of the
members of the Commi�ee;
The quorum of the mee�ng of the Audit
Commi�ee shall be cons�tuted in presence
of either two members or two third of the
5 (4) (b) √
members of the Audit Commi�ee,
whichever is higher, where presence of an
independent director is a must.
Role of Audit Commi�ee
5 (5)
The Audit Commi�ee shall: -
5 (5) (a) Oversee the financial repor�ng process; √
monitor choice of accoun�ng policies and
5 (5) (b) principles; √
monitor Internal Audit and Compliance

process to ensure that it is adequately
5 (5) (c) resourced, including approval of the √
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 mee�ng with the external or statutory

5 (5) (e) auditors for review of the annual financial
√
statements before submission to the Board
for approval or adop�on;
review along with the management, the
5 (5) (f) annual financial statements before √
submission to the Board for approval;
review along with the management, the
quarterly and half yearly financial √
5 (5) (g)
statements before submission to the Board
for approval;
review the adequacy of internal audit
5 (5) (h) √
func�on;
review the Management’s Discussion and
5 (5) (i) Analysis before disclosing in the Annual √
Report;
review statement of all related party
5 (5) (j) transac�ons submi�ed by the √
management;
review Management Le�ers or Le�er of √
5 (5) (k) Internal Control weakness issued by
statutory auditors;
oversee the determina�on of audit fees
based on scope and magnitude, level of
5 (5) (l) exper�se deployed and �me required for √
effec�ve audit and evaluate the
performance of external auditors; and

oversee whether the proceeds raised

5 (5) (m) through Ini�al Public Offering (IPO) or
Repeat Public Offering (RPO) or Rights
Share Offer have been u�lized as per the
purposes stated in relevant offer document
or prospectus approved by the N/A
Commission: - -
Provided that the management shall
disclose to the Audit Commi�ee about the
uses or applica�ons of the proceeds by
major category (capital expenditure, sales
and marke�ng expenses, working capital,
etc.), on a quarterly basis, as a part of their
quarterly declara�on of financial results:
Provided further that on an annual basis,
the company shall prepare a statement of
the proceeds u�lized for the purposes other
than those stated in the offer document or
prospectus for publica�on in the Annual
Report along with the comments of the
Audit Commi�ee
5 (6) Repor�ng of the Audit Commi�ee -
5 (6) (a) Repor�ng to the Board of Directors
The Audit Commi�ee shall report on its
5 (6) (a) (i) ac�vi�es to the Board. √
The Audit Commi�ee shall immediately
5 (6) (a) (ii)
report to the Board on the following
findings, if any:-
5 (6) (a) (ii) (a) report on conflicts of interests; - - N/A
suspected or presumed fraud or irregularity
or material defect iden�fied in the internal - -
5 (6) (a) (ii) (b) N/A
audit and compliance process or in the
financial statements;
suspected infringement of laws, regulatory
compliances including securi�es related - -
5 (6) (a) (ii) (c) N/A
laws, rules and regula�ons; and
any other ma�er which the Audit
5 (6) (a) (ii) (d) Commi�ee deems necessary shall be N/A
disclosed to the Board immediately; - -
Repor�ng to the Authori�es
If the Audit Commi�ee has reported to the
Board about anything which has material
impact on the financial condi�on and
results of opera�on and has discussed with - - N/A
the Board and the management that any
5 (6) (b) rec�fica�on is necessary and if the Audit
Commi�ee finds that such rec�fica�on has
been unreasonably ignored, the Audit
Commi�ee shall report such finding to the
Commission, upon repor�ng of such
ma�ers to the Board for three �mes or
comple�on of a period of 6 (six) months
from the date of first repor�ng to the
Board, whichever is earlier
Repor�ng to the Shareholders and General
Investors
Report on ac�vi�es carried out by the Audit
5 (6) (7) Commi�ee, including any report made to
the Board under condi�on No. 5(6)(a)(ii)
above during the year, shall be signed by √
the Chairperson of the Audit Commi�ee
and disclosed in the annual report of the
issuer company.

6 (NRC).-
6 (1) Responsibility to the Board of Directors
The company shall have a Nomina�on and
6 (1) (a) Remunera�on Commi�ee (NRC) as a √
subcommi�ee of the Board;
The NRC shall assist the Board in
formula�on of the nomina�on criteria or
policy for determining qualifica�ons,
posi�ve a�ributes, experiences and
6 (1) (b) independence of directors and top level √
execu�ve as well as a policy for formal
process of considering remunera�on of
directors, top level execu�ve;
The Terms of Reference (ToR) of the NRC
6 (1) (c) shall be clearly set forth in wri�ng covering √
the areas stated at the condi�on No. 6(5) (b).
6 (2) Cons�tu�on of the NRC 6
The Commi�ee shall comprise of at least
6 (2) (a) three members including an independent √
director;
All members of the Commi�ee shall be non √
6 (2) (b) -execu�ve directors;
Members of the Commi�ee shall be
6 (2) (c) √
nominated and appointed by the Board;
The Board shall have authority to remove √
6 (2) (d) and appoint any member of the Commi�ee;
In case of death, resigna�on,
disqualifica�on, or removal of any member √
of the Commi�ee or in any other cases of
6 (2) (e)
vacancies, the board shall fill the vacancy
within 180 (one hundred eighty) days of
occurring such vacancy in the Commi�ee;
The Chairperson of the Commi�ee may
appoint or co -opt any external expert
and/or member(s) of staff to the
6 (2) (f) Commi�ee as advisor who shall be non
-vo�ng member, if the Chairperson feels
that advice or sugges�on from such √
external expert and/or member(s) of staff
shall be required or valuable for the
Commi�ee;
6 (2) (g) The company secretary shall act as the
secretary of the Commi�ee; √
The quorum of the NRC mee�ng shall not
cons�tute without a�endance of at least an √
6 (2) (h)
independent director;
No member of the NRC shall receive, either
directly or indirectly, any remunera�on for
6 (2) (i) any advisory or consultancy role or √
otherwise, other than Director’s fees or
honorarium from the company.
6 (3) Chairperson of the NRC
The Board shall select 1 (one) member of
the NRC to be Chairperson of the
6 (3) (a) Commi�ee, who shall be an independent
director; √


6 (3) (b) NRC, the remaining members may elect one
of themselves as Chairperson for that √
par�cular mee�ng, the reason of absence
of the regular Chairperson shall be duly
recorded in the minutes;
The Chairperson of the NRC shall a�end the
annual general mee�ng (AGM) to answer
the queries of the shareholders:
Provided that in absence of Chairperson of
the NRC, any other member from the NRC
shall be selected to be present in the annual √
6 (3) (c) general mee�ng (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) Mee�ng of the NRC
The NRC shall conduct at least one mee�ng
6 (4) (a) in a financial year; √
The Chairperson of the NRC may convene
6 (4) (b) any emergency mee�ng upon request by √
any member of the NRC;
The quorum of the mee�ng of the NRC shall
be cons�tuted in presence of either two
members or two third of the members of
6 (4) (c) the Commi�ee, whichever is higher, where √
presence of an independent director is must
as required under condi�on No. 6 (2) (h);
The proceedings of each mee�ng of the
6 (4) (d) NRC shall duly be recorded in the minutes
and such minutes shall be confirmed in the √
next mee�ng of the NRC.
6 (5) Role of the NRC
NRC shall be independent and responsible
6 (5) (a) or accountable to the Board and to the √
shareholders;
NRC shall oversee, among others, the
6 (5) (b) √
following ma�ers and make report with
recommenda�on to the Board:
formula�ng the criteria for determining
qualifica�ons, posi�ve a�ributes and
6 (5) (b) (i) independence of a director and √
recommend a policy to the Board, rela�ng
to 13 the remunera�on of the directors, top
level execu�ve, considering the following:
the level and composi�on of remunera�on
6 (5) (b) (i) (a) is reasonable and sufficient to a�ract, retain √
and mo�vate suitable directors to run the
company successfully;
the rela�onship of remunera�on to
6 (5) (b) (i) (b) performance is clear and meets appropriate √
performance benchmarks; and
remunera�on to directors, top level
execu�ve involves a balance between fixed
6 (5) (b) (i) (c) and incen�ve pay reflec�ng short and long
-term performance objec�ves appropriate
to the working of the company and its √
goals;

devising a policy on Board’s diversity taking √
6 (5) (b) (ii) into considera�on age, gender, experience,
ethnicity, educa�onal background and
na�onality;
iden�fying persons who are qualified to
become directors and who may be
6 (5) (b) (iii) appointed in top level execu�ve posi�on in
√
accordance with the criteria laid down, and
recommend their appointment and
removal to the Board;
formula�ng the criteria for evalua�on of
√
6 (5) (b) (iv) performance of independent directors and
the Board;
iden�fying the company’s needs for
employees at different levels and
6 (5) (b) (v) √
determine their selec�on, transfer or
replacement and promo�on criteria; and
developing, recommending and reviewing
6 (5) (b) (vi) √
annually the company’s human resources
and training policies;
The company shall disclose the nomina�on
6 (5) (c) and remunera�on policy and the evalua�on
√
criteria and ac�vi�es 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 valua�on services or fairness √
opinions;
financial informa�on systems design and √
7 (1) (ii)
implementa�on;
book -keeping or other services related to
7 (1) (iii) the accoun�ng records or financial √
statements;
7 (1) (iv) broker -dealer services; √
7 (1) (v) actuarial services; √
internal audit services or special audit √
7 (1) (vi) services;
any service that the Audit Commi�ee
7 (1) (vii) √
determines;
audit or cer�fica�on services on
compliance of corporate governance as √
7 (1) (viii)
required under condi�on No. 9(1); and
7 (1) (ix) any other service that creates conflict of
interest. √
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 √
company:
7 (2) Provided that spouse, son, daughter, father,
mother, brother, sister, son-in-law and
daughter-in-law shall be considered as
family members.

Representa�ve of external or statutory √

7 (3) auditors shall remain present in the
Shareholders’ Mee�ng (Annual General
Mee�ng or Extraordinary General Mee�ng)
to answer the queries of the shareholders.
8 Maintaining a website by the Company.-
The company shall have an official website
8 (1) linked with the website of the stock √
exchange.
The company shall keep the website
8 (2) func�onal from the date of lis�ng. √
The company shall make available the
detailed disclosures on its website as
8 (3) √
required under the lis�ng regula�ons of the
concerned stock exchange(s).
9 Repor�ng and Compliance of Corporate
Governance.-
The company shall obtain a cer�ficate from
a prac�cing Professional Accountant or
Secretary (Chartered Accountant or Cost √
and Management Accountant or Chartered
9 (1) Secretary) other than its statutory auditors
or audit firm on yearly basis regarding
compliance of condi�ons of Corporate
Governance Code of the Commission and
shall such cer�ficate shall be disclosed in
the Annual Report.
The professional who will provide the
cer�ficate on compliance of this Corporate
9 (2) Governance Code shall be appointed by the √
shareholders in the annual general
mee�ng.
The directors of the company shall state, in
accordance with the Annexure-C a�ached,
9 (3) in the directors’ report whether the √
company has complied with these -
condi�ons or not.

Details rela�ng to the issuer's audit commi�ee and remunera�on commi�ee, including the names of commi�ee members and
a summary of the terms of reference under which the commi�ees operate.
In accordance with the currently accepted Best Prac�ce and Corporate Governance Code adopted by Bangladesh Securi�es and
Exchange Commission (BSEC), the Board appointed Audit Commi�ee and Nomina�on and Remunera�on Commi�ee (NRC)
comprises of the following:
Audit Commi�ee Members Name
SL No. Name & Posi�on
1 Ruhul Ameen M.Com, FCMA, Independent Director, Chairman of the Commi�ee

Nomina�on and Remunera�on Commi�ee (NRC) Members Name
SL No. Name & Posi�on
1 Ruhul Ameen M.Com, FCMA, Independent Director, Chairman of the Commi�ee

The terms of reference of the audit commi�ee has been agreed upon as follows:
• To review all internal and external audit report.

• To recommend the statutory annual audited financial statements to the Board of Directors for approval.
• To review the finding of the internal and external auditors.
• To review and approve the Annual “Audit Plan” of the Internal Audit Department.
• To monitor the implementa�on of the recommenda�ons of the Internal and External auditors.
• To review the performance of the external auditors and make recommenda�ons to the Board regarding their appointment
and fees.
• To review the quarterly, half-yearly and annual financial statements before submission to the Board, focusing par�cularly
on.
• To review the company’s statement on internal control systems prior to endorsement by the Board.
• The company secretary shall be the secretary of the audit commi�ee.
The terms of reference of the Nomina�on and Remunera�on Commi�ee (NRC) has been agreed upon as follows:
• To assist the Board in developing and administering a fair and transparent procedure for se�ng policy on the
remunera�on of directors and senior management of the Company
• Determining the remunera�on packages
• Review the Annual Confiden�al Report (ACR) of senior management of the company
• Review and oversee the Company's overall human resources strategy.

REPORT OF THE NOMINATION AND

REMUNERATION COMMITTEE (NRC)
The Nomina�on and Remunera�on Commi�ee is a sub-commi�ee of the Board of Directors of the Company and its role is to
assist the Board in fulfilling their oversight responsibili�es defined in the BSEC’s Corporate Governance Code.
The NRC,in compliance with the Corporate Governance Code of Bangladesh Securi�es and Exchange Commission (BSEC), is
comprised of three Directors of the Board of which one is Independent Director. The Independent Director is the Chairman of the
Commi�ee.
The terms of reference of the Nomina�on and Remunera�on Commi�ee (NRC) have been adopted by the Board as per BSEC
no�fica�on. The NRC assist the Board in formula�on of the nomina�on criteria or policy for determining qualifica�ons, posi�ve
a�ributes, experiences and independence of directors and top level execu�ve as well as to develop policy for formal process of
considering remunera�on of directors, top level execu�ves.
Ruhul Ameen M.Com, FCMA, Chairman of the Commi�ee is an Independent Director. Detailed qualifica�ons of the exis�ng
members of the Commi�ee are set out on pages 42 to 44. of this Annual Report. The Commi�ee formally met once during the
year under review. The NRC of Taufika Foods and Lovello Ice-cream PLC observed the following ac�vi�es:
• To assist the Board in developing and administering a fair and transparent procedure for se�ng policy on the remunera�on of
directors and senior management of the Company
• Determining the remunera�on packages.
• Review the Annual Confiden�al Report (ACR) of senior management of the company
• Formulated Nomina�on and Remunera�on Policy
• Formulated Board Evalua�on Policy
• Reviewed Training and Development Policy
• Reviewed nomina�on of the directors to be re-elected in re�re by rota�on.
• Reviewed reappointment of Managing Director.
Nomina�on and Remunera�on Commi�ee (NRC) expressed their sincere thanks to the members of the Board of Directors,
management of the Company for their support and co-opera�on.
Sd/-
Ruhul Ameen M.Com, FCMA
Chairman
September 27, 2023

REPORT OF
THE AUDIT COMMITTEE
The Audit Commi�ee is a sub-commi�ee of the Board of Directors of the Company and its role is to assist the Board in fulfilling
their oversight responsibili�es regarding the integrity of Lovello’s financial statements, risk management, internal control &
compliance with legal and regulatory requirements, the external auditors’ performance, qualifica�ons and independence and the
performance of the internal audit func�on.
The Audit Commi�ee, in compliance with the Corporate Governance Code of Bangladesh Securi�es and Exchange Commission
(BSEC), is comprised of three Directors of the Board of which one is Independent Director. The Independent Director is the
Chairman of the Commi�ee.
For the purposes of the Corporate Governance Code, all the members of Commi�ee are financially literate and Im�az Lu�ul Baset,
FCMA, FCA, and Chairman of the Commi�ee is the financial expert. During the financial year under review the Commi�ee met five
�mes.
During the year 2022-223, the Audit Commi�ee of the Company met five and reviewed the following:
• Reviewed the financial statements of the company for the year ended on June 30, 2023
• Reviewed the Company’s 1st Quarterly Un-Audited Financial Statements- Statement of Financial Posi�on, Statement of
Comprehensive Income, statement of Changes in Equity, statement of Cash Flows and related explanatory notes as on 30
September 2022.
• Reviewed the Company’s Half Yearly Un-Audited Financial Statements- Statement of Financial Posi�on, Statement of
Comprehensive Income, and Statement of Changes in Equity, statement of Cash Flows and related explanatory notes as on 31
December 2022.
• Reviewed the Company’s 3rd Quarterly Un-Audited Financial Statements- Statement of Financial Posi�on, Statement of
Comprehensive Income, statement of Changes in Equity, statement of Cash Flows and related explanatory notes as on 31
March 2023.
• Recommended for appointment of External Auditors and fixa�on of their remunera�on.
• Recommended for appointment of compliance auditor.
• Reviewed the management discussion and analysis.
• Reviewed the Internal Audit Report and Compliance plan.
• Reviewed the adequacy of internal control and systems.
• Reviewed the financial repor�ng process
• Reviewed the choice of accoun�ng policies and principles
• Reviewed the management le�er issued by the statutory auditor
• Reviewed the effec�veness and independence of the statutory auditors.
• Evaluate the performance of statutory auditor.
• Reviewed the determina�on of audit fees based on scope and magnitude, level of exper�se deployed and �me required for
effec�ve audit and evaluate the performance of external auditors.
The Audit Commi�ee expressed its sincere thanks to the members of the Commi�ee, Board, Management and the auditors for
their support in carrying out their du�es and responsibili�es.
Sd/-
Ruhul Ameen M.Com, FCMA
Chairman
Audit Commi�ee

TERMS OF
PREFERENCE OF NRC
Regulatory Framework:
Clause 6 (1) (c) read with the applicable Clauses of Corporate Governance Code of Bangladesh Securi�es and Exchange
Commission require the Board to clearly set forth in wri�ng the du�es of the Nomina�on and Remunera�on Commi�ee (NRC).
This Terms of Reference of the Nomina�on and Remunera�on Commi�ee is framed as per the requirements of the aforesaid
governance code.
Cons�tu�on
The Board has resolved to establish a Commi�ee of the Board to be known as the Nomina�on and Remunera�on Commi�ee. The
Nomina�on and Remunera�on Commi�ee assists the Board in fulfilling its oversight responsibili�es in respect of:
• Formula�on of nomina�on criteria for appointment of directors, chief execu�ves and other top level execu�ves;
• Formula�on of remunera�on policy for the directors and top level execu�ves;
• Devising policy on Boards diversity;
• Formula�on of Policy on Evalua�on of performance of the Board of Directors, Commi�ees and individual Directors;
Membership
• The membership of the Commi�ee is as appointed by the Board from �me to �me from amongst the non-execu�ve
directors;
• The Commi�ee comprises of three members including Independent Directors;
• The Independent Directors will be appointed by the Board and approved by the shareholders for a term of three years and
term can be extended for another three years. A former independent director may be considered for reappointment for
another tenure a�er a �me gap of one tenure, i.e., three years from his or her comple�on of consecu�ve two tenures [i.e.
six years];
• Except Independent Director the membership of other directors is subject to annual re-elec�on by the shareholders;
• The Commi�ee has a Chairman selected by the Board who shall be an Independent Director.
• When the term of service of the Commi�ee members expires or there is any circumstance causing any Commi�ee
member to be unable to hold office un�l expira�on of the term of service, thus making the number of the Commi�ee
members to be lower than the prescribed number, the Board of Directors shall appoint the new Commi�ee member(s) to
fill up the vacancy(ies) immediately or not later than 180 days from the date of vacancy(ies) in the Commi�ee.
• The members of the commi�ee can be changed/removed at the discre�on of the Board of Directors at any �me.
Secretary
The Company Secretary shall act as the Secretary of the Commi�ee.
Mee�ngs
• The Commi�ee meets at least once in a year, with authority to convene addi�onal mee�ngs as circumstances require;
• Mee�ngs are convened by wri�en no�ce served on each of the members by the Secretary of the Nomina�on and
Remunera�on Commi�ee, such no�ce to be served at least two days prior to the mee�ng;
• All members of the Commi�ee are expected to a�end each mee�ng;
• The quorum necessary for the transac�on of business shall be two Commi�ee members, the quorum of the Nomina�on
and Remunera�on Commi�ee mee�ng shall not cons�tute without presence of at least 1(one) independent director. A
duly convened mee�ng of the Commi�ee at which a quorum is present shall be competent to exercise all or any of the
authori�es, du�es and discre�ons vested in or exercisable by the Commi�ee;
• Mee�ngs of the Commi�ee may be a�ended by the Chairman, MD, HR execu�ves and outside expert at the invita�on of
the Commi�ee;
• In the absence of the Commi�ee Chairman the remaining members shall elect any of them present to chair the mee�ng;
• Formal decisions are made by a simple majority vote, with the Chairman of the mee�ng holding a cas�ng vote; and
• The Secretary shall be responsible, in conjunc�on with the Chairman of the Commi�ee, for compiling and circula�ng the
agenda and papers for the mee�ng. The Secretary will also be responsible for liaising with the Execu�ve Team to ensure
that all papers, reports etc. required by the Commi�ee are forwarded to them in a �mely manner.

Minutes of Mee�ngs
• The Secretary shall minute the proceedings and resolu�ons of all mee�ngs of the Commi�ee, including recording the
names of those present and in a�endance.
• Conflicts of interest must be declared by Commi�ee members at the beginning of mee�ngs and the Secretary should
record any such declara�on in the minutes.
• The Commi�ee Secretary shall promptly circulate dra� mee�ng minutes to the Commi�ee Chairman for review and
subsequently to all members of the Commi�ee. Mee�ng minutes shall be confirmed at the next mee�ng of the
Commi�ee and tabled as soon as prac�cable therea�er at a mee�ng of the Board.
Annual General Mee�ng
The Commi�ee Chairman shall present at the Annual General Mee�ng and respond to any ques�ons regarding the Commi�ee’s
ac�vi�es at the Annual General Mee�ng of the Company’s Shareholders.
Du�es &Responsibili�es
NRC shall oversee, among others, the following ma�ers and make report with recommenda�on to the Board:
(i) formula�ng the criteria for determining qualifica�ons, posi�ve a�ributes and independence of a director and recommend
a policy to the Board, rela�ng to the remunera�on of the directors, top level execu�ve, considering the following:
a) the level and composi�on of remunera�on is reasonable and sufficient to a�ract, retain and mo�vate suitable directors
to run the company successfully;
b) the rela�onship of remunera�on to performance is clear and meets appropriate performance benchmarks; and
c) remunera�on to directors, top level execu�ve involves a balance between fixed and incen�ve pay reflec�ng short and
long-term performance objec�ves appropriate to the working of the company and its goals;
(ii) devising a policy on Board’s diversity taking into considera�on age, gender, experience, ethnicity, educa�onal background and
na�onality;
(iii) iden�fying persons who are qualified to become directors and who may be appointed in top level execu�ve posi�on in
accordance with the criteria laid down, and recommend their appointment and removal to the Board;
(iv) formula�ng the criteria for evalua�on of performance of independent directors and the Board;
(v) iden�fying the company’s needs for employees at different levels and determine their selec�on, transfer or replacement and
promo�on criteria; and
(vi) developing, recommending and reviewing annually the company’s human resources and training policies;
Repor�ng Responsibili�es
• The Commi�ee Chairman shall report to the Board on its proceedings a�er each mee�ng on all ma�ers within its du�es
and responsibili�es.
• The Commi�ee shall make whatever recommenda�ons to the Board it deems appropriate on any area within its remit
where ac�on or improvement is needed.
• The Commi�ee shall compile a report to shareholders on its ac�vi�es to be included in the company’s Annual Report.
Others
The Commi�ee shall also:
• Review annually its own performance, cons�tu�on and terms of reference to ensure it is opera�ng at maximum
effec�veness and recommend any changes it considers necessary to the Board for approval;
• Undertake any other projects rela�ng to its remit which it considers appropriate or as requested by the Board.
Authority
The Commi�ee is authorized by the Board:
• To seek any informa�on it requires from any employee of the company in order to perform its du�es;
• To obtain, at the Company’s expense, outside legal or other professional advice on any ma�er within its terms of
reference;
• To call any employee to be ques�oned at a mee�ng of the Commi�ee as and when required; and
• To gain unrestricted access to all books and records of the Company.

TERMS OF PREFERENCE OF
THE AUDIT COMMITTEE
Clause 5 (1) (c) read with the applicable Clauses of Corporate Governance Code of Bangladesh Securi�es and Exchange
Commission require the Board to clearly set forth in wri�ng the du�es of the Audit Commi�ee.
This Terms of Reference of the Audit Commi�ee is framed as per the requirements of the aforesaid governance code.
Cons�tu�on
The Board has resolved to establish a Commi�ee of the Board to be known as the Audit Commi�ee. The Audit Commi�ee assists
the Board in fulfilling its oversight responsibili�es in respect of:
• the integrity of Company’s financial statements;

• Company’s risk management and internal control arrangements;
• Company’s compliance with legal and regulatory requirements;
• the performance, qualifica�ons and independence of the external auditors; and
• the performance of the internal audit func�on.
Membership
• The membership of the Commi�ee is as appointed by the Board from �me to �me from amongst the non-execu�ve
directors except Chairman;
• The Commi�ee comprises of three members including Independent Directors;
• Each member of the Commi�ee should be ‘financially literate’. One member of the Commi�ee should be a ‘financial
expert’ who shall have accoun�ng correlated financial management background and 10 (ten) years of such experience.
The ‘financial exper�se’ of this member is adjudged by the Board in accordance with the requirements of current
legisla�on and regula�on, and in the light of relevant codes of prac�ce;
• The Independent Directors will be appointed by the Board and approved by the shareholders for a term of three years and
term can be extended for another three years. A former independent director may be considered for reappointment for
another tenure a�er a �me gap of one tenure, i.e., three years from his or her comple�on of consecu�ve two tenures [i.e.
six years];
• Except Independent Director the membership of other directors is subject to annual re-elec�on by the shareholders;
• The Commi�ee has a Chairman selected by the Board who shall be an Independent Director.
• When the term of service of the Commi�ee members expires or there is any circumstance causing any Commi�ee
member to be unable to hold office un�l expira�on of the term of service, thus making the number of the Commi�ee
members to be lower than the prescribed number, the Board of Directors shall appoint the new Commi�ee member(s) to
fill up the vacancy(ies) immediately or not later than 1 (one) month from the date of vacancy(ies) in the Commi�ee.
• The members of the commi�ee can be changed/removed at the discre�on of the Board of Directors at any �me.
Secretary
The Company Secretary shall act as the Secretary of the Commi�ee.
Mee�ngs
• The Commi�ee meets at least four �mes a year, with authority to convene addi�onal mee�ngs as circumstances require;
• Mee�ngs are convened by wri�en no�ce served on each of the members by the Secretary of the Audit Commi�ee, such
no�ce to be served at least two days prior to the mee�ng;
• All members of the Commi�ee are expected to a�end each mee�ng;
• The quorum necessary for the transac�on of business shall be two Commi�ee members, the quorum of the Audit
Commi�ee mee�ng shall not cons�tute without presence of at least 1(one) independent director. A duly convened
mee�ng of the Commi�ee at which a quorum is present shall be competent to exercise all or any of the authori�es,
du�es and discre�ons vested in or exercisable by the Commi�ee;

• Mee�ngs of the Commi�ee may be a�ended by the Chief Execu�ve Officer, Chief Financial Officer, Chief Auditor, Chief
Legal Officer, the lead partner of the external auditors, and other Directors and execu�ves at the invita�on of the
Commi�ee;
• In the absence of the Commi�ee Chairman, if there is more than one Independent Directors, the remaining members
shall elect the other Independent Director present to chair the mee�ng;
• Formal decisions are made by a simple majority vote, with the Chairman of the mee�ng holding a cas�ng vote; and
• The Secretary shall be responsible, in conjunc�on with the Chairman of the Commi�ee, for compiling and circula�ng the
agenda and papers for the mee�ng. The Secretary will also be responsible for liaising with the Execu�ve Team to ensure
that all papers, reports etc. required by the Commi�ee are forwarded to them in a �mely manner.
Minutes of Mee�ngs
• The Secretary shall minute the proceedings and resolu�ons of all mee�ngs of the Commi�ee, including recording the
names of those present and in a�endance.
• Conflicts of interest must be declared by Commi�ee members at the beginning of mee�ngs and the Secretary should
record any such declara�on in the minutes.
• The Commi�ee Secretary shall promptly circulate dra� mee�ng minutes to the Commi�ee Chairman for review and
subsequently to all members of the Commi�ee. Mee�ng minutes shall be confirmed at the next mee�ng of the
Commi�ee and tabled as soon as prac�cable therea�er at a mee�ng of the Board.
Annual General Mee�ng
The Commi�ee Chairman shall present at the Annual General Mee�ng and respond to any ques�ons regarding the Commi�ee’s
ac�vi�es at the Annual General Mee�ng of the Company’s Shareholders.
Du�es & Responsibili�es
1. Risk Management and Internal Control
The Commi�ee shall:

• Evaluate whether:
-the Management has been able to build up the appropriate administra�on culture regarding the importance of internal
control system and risk management;
-employees have been provided clear instruc�on on their du�es & responsibili�es and full control on their work.
• Review the recommenda�ons as provided �me to �me by the internal and external auditors to build a strong internal
control frame work have been administered by the Management or not;
• Review the exis�ng Risk Management process to ensure effec�ve mi�ga�on & control system;
• Inform the Board regularly a�er review of the steps taken against findings of forgery, limita�ons of internal control system
or iden�fica�on of similar sectors by the internal, external and inspec�on team, if any, of regulatory authority;
• Monitor the effec�veness of the Company’s risk based internal control system, make such recommenda�ons as the
Commi�ee considers desirable. Among other things the Commi�ee shall have access to all reports of the Head of
Internal Audit and Control and the External Auditors and informa�on rela�ng to policy and management
responsibili�es with regard to risk management and internal control, the adequacy of disclosure controls and
procedures (including related cer�fica�on and a�esta�on processes), the avoidance of illegal payments and improper
accoun�ng prac�ces, and iden�fied weaknesses in the effec�veness of risk and control management.
2. Financial Repor�ng

• Review whether the financial statements are contained with full & applicable disclosures and are prepared in accordance
with the policies and procedures and in compliance with accoun�ng and repor�ng standards required by law and
regulators;
• Oversee the financial repor�ng process
• Monitor choice of accoun�ng policies and principles;
• Discuss with the external auditors and management before finaliza�on of financial statements;
• Review and discuss the integrity of annual audited Company financial statements and quarterly financial statements
with management and the External Auditors, including the financial contents of (and the notes to) the financial
statements and management’s commentary or discussion and analysis of the financial informa�on and recommend
to the Board for approval;
• Monitor and recommend interim results announcements and any other formal announcement rela�ng to its financial
performance;
• Review statement of all related party transac�ons submi�ed by the management.
• Review the Management’s Discussion and Analysis before disclosing in the Annual Report;

3. Internal Audit

• Consider and approve the remit of the internal audit func�on and ensure it has adequate resources and appropriate
access to informa�on to enable it to perform its func�on effec�vely and in accordance with the relevant professional
standards. The Commi�ee shall also ensure the func�on has adequate standing and is free from management or other
restric�ons;
• Review and monitor management’s responsiveness to the findings and recommenda�ons of the internal auditor;
• Review and assess the annual internal audit plan;
• Review the adequacy of internal audit func�on;
• Monitor and review the exper�se& effec�veness of the company’s internal audit func�on in the context of the company’s
overall risk management system;
• 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;
• Approve the appointment and removal of the head of the internal audit func�on. The Commi�ee shall consider, at least
annually, the standards employed by the internal audit func�on, quality assurance procedures and auditor competence.
• Recommend to the Board for changing accoun�ng principles, if any.
• The Chief Internal Auditor shall have direct access to the Commi�ee Chairman and to the Commi�ee as a whole, and any
member of the Commi�ee shall also have direct access to the Chief Internal Auditor.
4. External Audit

• Consider and make recommenda�ons to the Board, to be put to shareholders for approval at the AGM, in rela�on to the
appointment, re-appointment and removal of the company’s external auditor. The Commi�ee shall oversee the selec�on
process for new auditors and if an auditor resigns the Commi�ee shall inves�gate the issues leading to this and decide
whether any ac�on is required;
• Review the annual audit ac�vi�es and audit report;
• Approval of their terms of engagement, including any engagement le�er issued at the start of each audit and the scope
of the audit;
• Assessing annually their independence and objec�vity taking into account relevant professional and regulatory
requirements and the rela�onship with the auditor as a whole, including the provision of any non-audit services;
• Sa�sfying itself that there are no rela�onships (such as family, employment, investment, financial or business) between
the auditor and the company (other than in the ordinary course of business);
• Review Management Le�ers/ Le�er of Internal Control weakness issued by statutory auditors.
• Review the management’s response to the auditor’s findings and recommenda�ons.
5. Compliance with exis�ng Laws & Regula�ons

Review compliance with exis�ng laws & regula�ons of the relevant regulators and policies approved by the Board.
6. Repor�ng Responsibili�es
• The Commi�ee Chairman shall report to the Board on its proceedings a�er each mee�ng on all ma�ers within its du�es
and responsibili�es.
• The Commi�ee shall make whatever recommenda�ons to the Board it deems appropriate on any area within its remit
where ac�on or improvement is needed.
• The Commi�ee shall compile a report to shareholders on its ac�vi�es to be included in the company’s Annual Report.
environment. The company’s intent is to establish a good rela�onship through a mutual understanding of expecta�ons. Lovello
believes in working in a team and demonstrate team spirit to maximize and excel in standard quality service to our valued
customers in the area of business. Employees work in an environment where they feel valued, responsible, and supported by the
authority as well as their colleagues. Lovello also takes preven�ve and safety measures to avoid all sorts of hazardous situa�ons
that might take place in some areas of technical func�ons. With the present status, the company aims to expand and grow at a
faster pace by u�lizing the best possible opportuni�es and expansion of network, distribu�on channels throughout the whole
country. This enormous task requires dedicated, devoted, and commi�ed manpower.
Safety at Work
We are commi�ed to promo�ng accident preven�on and providing safe places to work and conduct business for our employees,
clients and other visitors. We believe that integra�ng sound environment, health and safety prac�ces into our business has
mul�ple posi�ve effects, including contribu�ng to improving quality and produc�vity in the workplace and increasing employee
job sa�sfac�on.

• The Audit Commi�ee shall immediately report to the Board of Directors on the following findings, if any:-
a) report on conflicts of interests;
b) suspected or presumed fraud or irregularity or material defect in the internal control system;
c) suspected infringement of laws, including securi�es related laws, rules and regula�ons;
d) any other ma�er which shall be disclosed to the Board of Directors immediately.
7. Repor�ng to the Authority
• If the Audit Commi�ee has reported to the Board of Directors about anything which has material impact on the financial
condi�on and results of opera�on and has discussed with the Board of Directors and the management that any
rec�fica�on is necessary and if the Audit Commi�ee finds that such rec�fica�on has been unreasonably ignored, the
Audit Commi�ee shall report such finding to the Securi�es and Exchange Commission, upon repor�ng of such ma�ers to
the Board of Directors for three �mes or comple�on of a period of 6 (six) months from the date of first repor�ng to the
Board of Directors, whichever is earlier.
8. Others
The Commi�ee shall also:

• Review annually its own performance, cons�tu�on and terms of reference to ensure it is opera�ng at maximum
effec�veness and recommend any changes it considers necessary to the Board for approval;
• Report to the Board quarterly, regarding correc�ve measures taken against error, fraud, deceit, or other irregulari�es
iden�fied by the auditors (internal or external) or regulatory authority;
• Undertake any other projects rela�ng to its remit which it considers appropriate or as requested by the Board.
9. Authority
The Commi�ee is authorized by the Board:

• To seek any informa�on it requires from any employee of the company in order to perform its du�es;
• To obtain, at the Company’s expense, outside legal or other professional advice on any ma�er within its terms of
reference;
• To call any employee to be ques�oned at a mee�ng of the Commi�ee as and when required; and
• To gain unrestricted access to all books and records of the Company.
LOVELLO factory warehouse

POLICY OF
NOMINATION
For the Board of a Company to be effec�ve and efficient, it should comprise of individuals who have professional qualifica�ons
and proven experience in their respec�ve fields of specializa�on.
The Nomina�on and Remunera�on commi�ee evaluates the Directors and recommends the Board for their appointment and
ensures op�mum composi�on of Board. While recommending appointment of an Individual as a Director on the Board, the
commi�ee has to review the following factors including the others:
• Diversity of the Board

• Qualifica�on and posi�ve a�ributes
• Independence of Directors (in the case of Independent Directors)
Clause 6 (5) (b) read with the applicable Clauses of Corporate Governance Code of Bangladesh Securi�es and Exchange
Commission require the Nomina�on and Remunera�on Commi�ee of a company (“NRC”) to recommend to the Board of
Directors a policy, rela�ng to the appointment, removal and remunera�on of the directors, top level execu�ves and to devise a
policy on Board diversity.
The said governance code also require NRC to lay down the evalua�on criteria for performance evalua�on of Board, its
Commi�ees and individual directors. Further, the Board of Directors is responsible for monitoring and reviewing of the Board
Evalua�on framework.
The Board of Directors is also required to sa�sfy itself that plans are in place for orderly succession for appointments to the Board
and to senior management.
This nomina�on policy is framed as per the requirements of the aforesaid governance code.
Criteria for Board Nomina�ons:
The Nomina�on and Remunera�on Commi�ee (NRC) of the Board is responsible for iden�fying persons for ini�al nomina�on as
directors and evalua�ng incumbent directors for their con�nued service. The following are the qualifica�ons, posi�ve a�ributes
and independence criteria laid down by the NRC of aamra technologies limited in terms of Corporate Governance Code,
No�fica�on of BSEC and Companies Act, 1994 to be considered for nomina�ng candidates for Board posi�ons/appointment of
directors.
Qualifica�ons:
Personal Traits
• Highest personal and professional ethics, integrity and values

• Shares the values and beliefs of the Company.
• Inquisi�ve and objec�ve perspec�ve, prac�cal wisdom and mature judgment
• Demonstrates intelligence, maturity, wisdom and independent judgment
• Self-confidence to contribute to board delibera�ons, has a stature that other board members will respect his or her views.
Experience and Background
• Well accomplished in his / her respec�ve field.

• Demonstrated success at policy-se�ng and strategy development levels in a large organiza�on (such as corpora�on,
government, academic ins�tu�on or profession)
• Typically first level leadership posi�on (i.e., Chair, MD &CEO or equivalent) or second level (i.e., COO, CFO or other CXO’s)
unless the Board is seeking a par�cular skill set (e.g., technology, human resources management or financial expert)
• Leadership role- at the �me a poten�al director’s ini�al candidacy is evaluated must either be current or very fresh and
recent, and incumbent directors should con�nue to demonstrate a sophis�cated understanding and current knowledge of
complex business issues
• A mastery of a broad knowledge area (e.g., engineering, finance, marke�ng, corporate affairs, technology, law, human

resources management, execu�ve leadership) that complements the skills of current board members and proposed board
role
• Absence of adverse events (e.g., bankruptcy affilia�ons, disqualifica�ons under Companies Act 1994 or other applicable
laws etc.) that either disqualify or require adverse disclosures
Fit and proper
• The intangibles of demeanor, a�tude and interpersonal skills that indicate the candidate will be an effec�ve member of the
board of directors “team” in a major company se�ng
• Should act on fully informed basis, in good faith, with due diligence and care and in the best interest of the Company and
its stakeholders
• Should be able to exercise objec�ve independent judgment on corporate affairs
• Special skills, exper�se and background that contribute to the diversity of views and perspec�ve of the board as a whole
• with respect to Directors being nominated for Independent posi�on, the candidate should comply with the “Independence
qualifica�ons” as defined by applicable laws
• Willingness to devote sufficient �me to carry out the du�es and responsibili�es effec�vely, including a�endance at
mee�ngs
• Willingness to undertake appropriate induc�on and regularly update and refresh his/ her skills, knowledge and familiarity
with the Company
• Commitment to represen�ng the long-term interests of the shareholders and balancing the interests of stakeholders
• Willingness to challenge management in a construc�ve manner while working effec�vely as a part of a team in an
environment of collegiality and trust
• Adhere to the code of conduct of the Company
• Protec�ng the legi�mate interests of the Company, its shareholders and employees and maintain confiden�ality
• Meets the age criteria and applicable tenor restric�ons placed by the Board
• Absence of an unacceptable number of other board commitments
• Absence of personal and business rela�onships/directorship that would pose a conflict of interest to the Board posi�on
• Absence of unfair obstruc�on in the func�oning of the Board/Commi�ees
Posi�ve A�ributes
The posi�ve a�ributes for a director would encompass:
• Ethical Integrity& transparency

• Has/acquires sufficient knowledge in the Company’s business and opera�ons
• Demonstrate sound judgement gained through experience & exper�se in management/ technical/ financial /governance or
regulatory ma�ers
• Foresight - ability to see and prepare for future, an�cipate needs, opportuni�es and threats
• Managerial abili�es required to lead and guide the management such as effec�ve communica�on skills, cultural sensi�vity,
flexibility, team player, strategic thinking, and balancing risk with opportunity, ability to juggle several variables and make
complicated decisions etc.
Independence Standards:
A Director is independent if the Board affirma�vely determines that he/she meets the
Independence criteria provided under the applicable laws. In addi�on to applying these guidelines, the Board will consider all
relevant facts and circumstances in making its determina�on rela�ve to a director’s independence.
Two core objec�ves in selec�ng board members and con�nued board service are that the skills, experiences and perspec�ves of
the Board as a whole should be broad and diverse, and the collec�ve talent should blend together to be as effec�ve as possible.
Independence of Directors (only in the case of Independent Directors):
Any rela�onship between the Company and Directors other than in the normal course will affect the Independence of Directors
in many ways. The Commi�ee shall assure that the candidate proposed for the posi�on of Independent Director meets the
minimum criteria for Independence set out in the Corporate Governance Code of BSEC.

POLICY ON
REMUNERATION
The principles and criteria for the director, MD & COO, Senior Management employee remunera�on policy will be annually
reviewed by the Nomina�ons and Remunera�on Commi�ee and the Board of Directors within the framework of their powers to
maintain the alignment of the Company’s remunera�on policy with the best prac�ces and trends in the market.
Therefore, the directors’ remunera�on for exercising their supervision and decision-making func�ons is based on the following
main principles:
• The remunera�on must be sufficient and conform to the directors’ dedica�on, qualifica�on and responsibili�es but it
must not compromise their independent criteria.
• The remunera�on must be sufficient to a�ract and retain directors with the talent and profile desired by the Company.
• The remunera�on must be compe��ve, which is achieved by establishing a remunera�on package in line with market
standards of comparable sectors and companies.
The MD & Chief Execu�ve’s remunera�on for exercising his/her func�ons is based on the following main principles:
• Making sure that the compensa�on package can a�ract, retain and mo�vate the Chief Execu�ve thanks to its structure
and overall amount and be compe��ve with respect to the similar trend business standards, so that the Company can
meet its strategic objec�ves within the increasingly compe��ve environment in which it operates.
• The MD & Chief Execu�ves remunera�on will necessarily be approved by the shareholders and disclosed in annual
report.
The Nomina�on and Remunera�on Commi�ee shall recommend to the Board, remunera�on by way of salary, perquisites and
allowances (fixed component) and variable pay to the managing director, the whole-�me director, the execu�ve directors, the
chief execu�ve officer and other senior management employee.
The remunera�on to be paid to the managing director, the whole-�me director, the execu�ve directors, the chief execu�ve officer
and other senior management employee shall be determined keeping in view the market prac�ce, the rela�ve performance of the
Company to the industry performance and individual performance and shall be subject to approval of appropriate authori�es, as
and when required.
Independent and non - execu�ve directors may be paid such si�ng fees for a�ending the mee�ng of the Board and its
commi�ees, as approved by the Board �me to �me.

BOARD EVALUATION
POLICY
Purpose
This policy is intended to provide a framework for inclusion to promote diversity in the Board of Taufika Foods and Lovello
Ice-cream PLC.
The Board of Directors of Taufika Foods and Lovello Ice-cream PLC. believes in the benefits diversity brings and it recognizes that
diversity of thought makes prudent business sense. Having a board composed of men and women with diverse skills, experience,
backgrounds and perspec�ves means:
• compe��ve advantage;
• robust understanding of opportuni�es, issues and risks;
• inclusion of different concepts, ideas, and rela�onships;
• enhanced decision-making and dialogue; and
• Heightened capacity for oversight of the organiza�on and its governance.
Principles
The Board of Directors of Taufika Foods and Lovello Ice-cream PLC believes that board diversity enhances decision-making
capability and a diverse board is more effec�ve in dealing with organisa�onal changes and less likely to suffer from group thinking.
We recognise that board diversity is an essen�al element contribu�ng to the sustainable development of the Company.
In applying this Policy we recognise that directors are appointed by shareholders, not the Board or the Company. The right to
appoint directors is one of the most important rights exercisable by shareholders and is not sought to be fe�ered by this Policy.
Objec�ves
The objec�ves of this Policy are, with the support of our shareholders, to have a Board which
a) is characterized by a broad range of views arising from different experiences when discussing business;
b) facilitates the making of informed and cri�cal decisions; and
c) has sustainable development as its core value, and thus promotes the interests of all our stakeholders, par�cularly the
long term interests of our shareholders, fairly and effec�vely.
Scope
For purposes of Board composi�on, diversity includes, but is not limited to, business and industry skills and experience, age,
educa�onal background, gender, and ethnicity. The Board will make good use of these differences and dis�nc�ons among
individuals in determining the op�mum composi�on of the Board.
Independence
The Board shall have an op�mum balanced composi�on of Execu�ve, Non-execu�ve Directors and Independent Non-execu�ve
Directors as required by applicable laws so that there is a strong element of independence in the Board. The Independent
Non-execu�ve Directors shall be of sufficient calibre and stature for their views to carry weight. In so far as the independence of
each of the Directors is concerned, this is a ques�on of fact and the Board is commi�ed to assessing this on an ongoing basis with
regard to all relevant factors concerned.
Gender
LOVELLO is commi�ed to maintaining an environment of respect for people regardless of their gender in all business dealings and
achieving a workplace environment free of harassment or discrimina�on on the basis of gender, physical or mental state, race,
na�onality, religion, age, family status, or any other a�ribute recognised by the laws of the country. The same principle is applied
to the selec�on of poten�al candidates for appointment to the Board and thus the Board intends to ensure at least 30% female
representa�on.

Na�onality and Ethnicity

LOVELLO shall encourage of having a board of directors of different na�onality or ethnic backgrounds, subject to fulfilment of
required qualifica�ons, who can contribute their knowledge and understanding of the environment, in which the com operates.
Skills and Experience

The Board shall possess a balance of skills appropriate for the requirements of the business of the Company. The Directors will
have a mix of finance, marke�ng, legal and management backgrounds that taken together provide the Company with
considerable experience in a range of ac�vi�es.
Age
The Board shall comprise of directors with a range of ages and tenure on the Lovello Board that can enhance diversity and
minimise succession risks. In support of that objec�ve, Non-execu�ve Directors (excluding the Chairman) will not be considered
for re-elec�on at an Annual General Mee�ng (“AGM”) of the Company if, as at the date of the relevant AGM, they will have
reached the age of 72 years. The Board may from �me to �me determine to relax or waive this guideline in rela�on to any director
whom the Board considers has skills, experience or capabili�es that cannot be replaced at the relevant �me.
Board Size
The size of the Board can have a significant impact on board diversity. The Board shall ensure that the total number of members
shall not be less than 5 (five) and more than 20 (twenty).
Implementa�on
The Nomina�on and Remunera�on Commi�ee (NRC) has been delegated with the overall responsibility for implementa�on,
monitoring and periodic review of this Policy. In assessing poten�al candidates for the Board, the NRC will consider the diversity
perspec�ves, as set out in this policy.
The shareholders shall provide required informa�on about the qualifica�ons, experience, and other engagement etc. of each
individual Board member so that the shareholders are aware of the composi�on of their Board, including diversity.
Publica�on and Revision

A summary of this Policy will be included annually in the Annual Report. This Policy is will also available on the company’s website.
Any revisions to the Policy as recommended by the Nomina�on and Remunera�on Commi�ee will be submi�ed to the Board for
considera�on and approval.
• Human Resource Metaphysics
Human Resource Management is a philosophy of people management based on the belief that human resources are uniquely
important to grow and sustain business success. HR philosophy of Lovello refers its leadership style of the top management, the
current corporate culture and prac�cing values. It is about the vision of the leader of the organiza�on. Lovello believes in modern
HR Management approach and builds the environment suitable for the evolu�on of the modern HR Management. Lovello
respects and values the opinions of the main stakeholders. Lovello management and HR division puts con�nuous effort to change
and develop the corporate culture for its stakeholders.
Importance of Human Resources

Understanding and responding to the trends shaping the future of work enables us to create the best possible environment for
our workforce. In 2022-23, Lovello built on a number of ini�a�ves to improve exis�ng HR systems and processes as well as develop
new tools to enhance the employee experience. These efforts will span recruitment and employer brand; development;
engagement; performance and recogni�on; leadership and succession.
Recruitment and Employer Brand: Entry level candidates now respond to different approaches, for example through social
media and virtual reality, as well as look for an authen�c Employee Value Proposi�on. We have employed a number of these

approaches. At the same �me, in line with our focus on internal mobility, we have con�nued our efforts to retain exper�se
and experience by providing a�rac�ve career opportuni�es. Internal mobility also helps us turn necessary restructuring into
an opportunity.
Development: As we adopt digital tools and new ways of working, we also need to ensure our employees are equipped with
the right skills. To support this objec�ve, we provide access to learning available anywhere and any�me via our digital learning
pla�orm. This covers the en�re range of mandatory training and available learning at Lovello. Furthermore, reflec�
commitment to help employees develop professionally and personally and advance their careers, we are pursuing a
cross-divisional approach to talent accelera�on.
Engagement: It is crucial for us to understand what mo�vates and engages our employees and how they perceive their work
environment. Therefore, we encourage open and regular dialogue between managers and their team members.
Fes�val Bonus The Company pays two fes�val bonus @ 50% of gross salary.
Yearly Increment/Promo�ons Employees are awarded with a minimum increment of at least 10-20% of salary and
promo�on for extra ordinary performances.
The company makes a regular alloca�on of 5% on net profit a�er charging such
Contribu�on to Workers’ Profit contribu�on but before tax to this fund as per provision of Bangladesh Labour Law,
Par�cipa�on and Welfare Funds 2006 and The company will transfer the fund to the trustee board and the trustee
of the fund will take decision of disbursement and investment within the s�pulated
�me.
Employees of Taufika Foods and Lovello Ice-Cream PLC. receive group insurance
Group Insurance
facility from Metlife Insurance for any kind of injury during the course of their
service in the company.
Taufika Foods and Lovello Ice-Cream PLC. has established this Employees’
Provident Fund by way of trust deed dated 05 day of June 2012 and recognized
under the provisions of Part B, Paragraph – 2 (1) of the first schedule of the Income
Tax Ordinance 1984 by the Commissioner of Income Tax having jurisdic�on and to
Provident Fund be known as the “Taufika Foods and Agro Industries Limited Employees’ Provident
Fund” effec�ve from 1st January of 2019. This Provident fund is approved as per
Income Tax Ordinance. Every member so admi�ed to the fund shall be bound to
subscribe to the fund in each month during the period of his service a sum equal to
10% (ten percent) of his basic salary for that month to the nearest Taka &
contribu�ons are to be deducted from Members salary when it is disbursed and
shall be paid by the company to the Trustees.
Performance and Recogni�on: Reflec�ng the ambi�ons and needs of our employees, we have adopted a holis�c approach to
performance management, which includes providing regular meaningful feedback and recogni�on, while holding people
accountable and promo�ng con�nuous development. This approach is directly linked to our compensa�on framework and
promo�on process. In addi�on, to ensure our employees’ financial, social, mental and physical wellbeing throughout all stages
of their lives while employed at Lovello. The company provides various benefit packages to its employees in addi�on to
monthly benefit of salary, wages and allowances. Lists of benefits provided for the employees are as follows:
Leadership and Succession: To ensure we develop future leaders for the Lovello, we provide a number of cross-divisional
programs to foster management and leadership skills. The purpose is to equip our people with the necessary capabili�es to
lead the organiza�on through change, develop their teams, manage performance and ensure business success in line with the
Lovello’s strategy and our values and beliefs.
Diversity and Inclusion: Diversity and inclusion are vital to business success and are integral to all of our people prac�ces and
culture. Last year, we made further progress in our integrated, mul�-dimensional approach.
Code of Conduct: Ac�ng in accordance with our Code of Conduct is vital for us to be a socially responsible company that achieves
sustainable success. The Code sets out our standards of behavior and conduct to which we expect our people to adhere. Our Code
of Conduct should be at the heart of everything we do. Its success depends on all employees using their judgment to navigate

what is some�mes a complex regulatory environment and seeking advice as appropriate. It also highlights that cri�cal ma�ers
should be escalated promptly and appropriately. The Code is designed to ensure that we conduct ourselves ethically – with
integrity, and in accordance with Lovello’s policies and procedures as well as the laws and regula�ons that apply to us
We are commi�ed to advoca�ng a “speak up” culture, an environment where all employees feel comfortable in voicing their
concerns about misbehavior or any issues that they may come across in their daily work. “Speak up” is about suppor�ng an open
and honest dialogue across the organiza�on. This includes providing feedback when things are going well and aler�ng
management to poten�al problems and scope for improvements.
Rewarding Employees
A fair, transparent and sustainable approach to employee remunera�on remains of crucial importance to the company. Our
compensa�on strategy is focused on suppor�ng a compe��ve and sound compensa�on prac�ces. Our compensa�on framework
aims to promote and reward sustainable performance and contribu�ons at all levels of the organiza�on. It provides a clear
structure of compensa�on composi�on across the company.
Wellbeing
Our employees are our most important resource and we rely on them to help us shape the future of the company. For our people
to stay healthy and engaged, perform well and thrive in their professional and personal lives we provide a comprehensive offering.
In addi�on to compe��ve compensa�on, we offer provident fund which complement social security and private savings.
We provide a range of benefits to help our employees manage professional and personal commitments and achieve a healthy
work-life balance. We believe that we can make a posi�ve contribu�on to the good health of our people.
Employee Turnover & Reten�on

Lovello has an effec�ve employee reten�on program which includes employee compensa�on, recogni�on and reward system,
work-life balance, communica�on and feedback, effec�ve teamwork etc. The Company also has the best prac�ces in developing
workplace culture for its employees. The company experiences minimum employee turnover.
Senior Leadership Development

We con�nue to place leadership and culture at the core of our transforma�on and change efforts. This includes intensified support
for senior talent who drive performance, innova�on and culture at Lovello. This phase of corporate talent management builds on
exis�ng execu�ve prac�ces by amplifying focus on board readiness, senior talent development and team effec�veness.
Workforce Management
Our workforce management concept enables us to achieve cost savings, while managing organiza�onal change, strengthening our
corporate culture and facilita�ng cross-divisional collabora�on through a consistent approach to planning and defining roles.
Equal Employment Opportunity

Lovello believes to provide equal opportunity in all aspects of employment for all persons, to prohibit discrimina�on in
employment because of age, disability, marital status, race, religion, personal appearance, family responsibili�es, matricula�on,
poli�cal affilia�on, sex or veteran status or other unlawful factors; to prohibit sexual, racial and other forms of unlawful
harassment; and to promote the full realiza�on of equal employment opportunity through a posi�ve, con�nuing, result-oriented
program of affirma�ve ac�on throughout the Organiza�on.
As a large and diverse organiza�on, Lovello offers these policies as a framework within which to make human resources decisions
in a compe��ve environment. Although progressive and flexible, the policies provide sufficient framework in a climate where our
best employees can excel and we can address the deficiencies of those who cannot meet legi�mate job performance standards.
Working Environment
Lovello companies offers a wonderful and friendly environment in the office. The company has conducive and safe working

Health, Safety and Environment
Lovello is a safe and a�rac�ve place to work. The main principle of this policy is that injury, discomfort in the job and work related
diseases, can be prevented. This can be achieved through systema�c work, awareness of dangers and common sense. Lovello
strives to maintain all the employees’ mo�vated and educated work force.
Health, safety and environment issues must have high priority and must also be managed by objec�ves. All concerned are
encouraged to reduce workplace hazards and implement new or improve exis�ng safety and health programs. It is an important
issue that all concerned employee and officials give great importance to HSE. The working environment has to be evaluated as a
company issue and all efforts should be given for a good working environment. If all demonstrates a coopera�ve a�tude and plays
their ac�ve role concerning HSE issues, then it is expected that Lovello will become an a�rac�ve place to work having a good
atmosphere and low injuries figures.
A good and safe working environment in the company will enable all employees to render a high level of services to customers and
ensure high produc�vity and efficiency.

DIVIDEND DISTRIBUTION
POLICY
1.00 Introduc�on
The Dividend Distribu�on Policy is prepared and adopted in compliance with the provisions of the Direc�ve No. BSEC/CMRRC-
D/2021-386/03 dated 14 January, 2021 of the Bangladesh Securi�es and Exchange Commission (BSEC) about dividend declara-
�on, pay off, disbursement and compliance.
The Board of Directors (the Board) will consider the direc�ve while declaring/ recommending dividend on behalf of the Company.
The Policy is not an alterna�ve to the decision of the Board for declaring/recommending dividend, which takes into considera�on
all the relevant circumstances enumerated hereunder or other factors as may be decided by the Board.
2.00 Defini�ons
“the Act” means Companies Act 1994
“the Company” means Taufika Foods and Lovello Ice-cream PLC.
“AGM” means Annual General Mee�ng
“Board” means Board of Directors of Square Pharmaceu�cals Ltd.
“Shareholders” means Members whose name is registered in the Member Register of the Company.
“Shares” means Ordinary Equity Shares.
3.00 Concept of Dividend

Dividend is the share of the profit that a Company decides to distribute among its Shareholders in propor�on to the amount
paid-up on shares they hold in the form of Cash and/or Stock (Bonus). The profits earned by the Company can either be retained
in the business or can be distributed among the Shareholders as dividend.
4.00 Types of Dividend

The Act deals with two types of dividend - Interim and Final.
- Interim dividend is the dividend declared by the Board between two AGMs as and when considered appropriate. The Act
authorizes the Board to declare interim dividend during any financial year out of the profits for the financial year in which the
dividend is sought to be declared and/or out of the surplus in the profit and loss account.
- Final dividend is recommended for the financial year at the �me of approval of the annual financial statements as well as
appropria�on of profit. The Board shall have the power to recommend final dividend to the shareholders for their approval at
the AGM of the Company. Dividend recommended by the Board of Directors cannot be changed prior to holding of the AGM.
5.00 Declara�on of Dividend

Subject to the provisions of the Act, dividend shall be declared and paid out of:
a. Profits of the Company for the year for which the dividend is to be paid a�er se�ng off carried over previous losses and
deprecia�on not provided in the previous year(s);
b. Undistributed profits of the previous financial years a�er providing for deprecia�on in accordance with law and remaining
undistributed.
c. Out of a & b both.
Before declara�on of dividend, the Company may transfer a por�on of its profits to reserves of the Company as may be considered
appropriate by the Board at its discre�on.
In the event of inadequacy or absence of profits in any financial year, the Company may declare dividend out of free reserves
subject to the compliance with the Act and Rules.

6.00 Factors Governing Declara�on of Dividend
The decision regarding dividend pay-out is a crucial decision as it determines the amount of profit to be distributed among the
shareholders and amount of profit to be retained in business.
The circumstance for dividend pay-out decision depends on various external and internal factors which the Board of Directors
shall consider while recommend/ declaring dividend including the following:
6.01 External Factors:

• The Board shall endeavor to retain a larger por�on of profits to build up reserves, in case of Adverse Economic Scenario.
• The Board shall evaluate the market trends in terms of technological changes manda�ng investments, compe��on impac�ng
profits, etc., which may require the Company to conserve resources.
• The Board shall consider the restric�ons, if any, imposed by the Act and other applicable laws with regard to declara�on of
dividend in order to ensure compliance with the applicable laws.
• Dividend distribu�on tax or any tax deduc�on at source as required by tax regula�ons, applicable at the �me of declara�on of
dividend may impact the decision with regard to dividend declara�on.
• Other factors beyond control of the Management like natural calami�es, fire, etc. effec�ng opera�ons of the Company
may impact the decision with regard to dividend declara�on.
6.02 Internal Factors:

• Profitability
• Availability and Liquidity of Funds
• Capital Expenditure needs for the exis�ng businesses
• Expansion/Moderniza�on of the business
• Addi�onal investments in subsidiaries/associates of the Company
• Cost of raising funds from alternate sources
• Cost of servicing outstanding debts
• Funds for mee�ng con�ngent liabili�es
• Mergers and Acquisi�ons
• Any other factor as deemed appropriate by the Board.
Apart from the above factors, the Board also considers past dividend history and sense of shareholders’ expecta�ons while
determining the rate of dividend. The Board may addi�onally recommend special dividend in special circumstances.
7.00 Financial Parameters for Declaring Dividend

The Company is commi�ed to deliver sustainable value to its stakeholders. The Company shall strive to distribute an op�mal and
appropriate level of the profits among the shareholders in the form of dividend.
To keep investment a�rac�ve and to ensure capital apprecia�on for the shareholders, the Company shall also endeavor to provide
consistent return over a period of �me. While deciding on the dividend, micro and macroeconomic parameters for the country in
general and the Company in par�cular shall also be considered.
Taking into considera�on the aforemen�oned factors, the Board shall endeavor to maintain a dividend pay-out.
8.00 U�liza�on of Retained Earnings

Subject to the provisions of the Act and other applicable laws, retained earnings may be u�lized as under:
• Issue of fully paid-up bonus shares

• Declara�on of dividend-Interim or Final
• Augmen�ng internal resources
• Funding for capital expenditure/expansion plans/acquisi�on;
• Repayment of debt
• Any other permi�ed use as may be decided by the Board.

9.00 Parameters for Various Classes of Shares

Currently, the Company has only one class of shares - Equity Shares. There is no privilege amongst Equity Shareholders of the
Company with respect to dividend distribu�on.
10.00 Circumstances Impac�ng Dividend Payment
The Company has been paying dividend to its shareholders around three decades and shall endeavor to con�nue with the
dividend payment.
Given here in below are some of the circumstances in which shareholders of the Company may or may not expect dividend
pay-out:
10.01 May Expect Dividend:

• Adequate profits and liquidity
• Accumulated profits not warranted for immediate business needs.
10.02 May Not Expect Dividend:

• Non availability of profits for dividend distribu�on
• Funds available for dividend but need to be conserved due to:
- Business needs;
- Adverse economic /market scenario expected in near future;
- Augmen�ng internal resources.
11.00 Disclosure
This Dividend Distribu�on Policy shall be disclosed in the Annual Report of the Company and
on the Company’s website: www.lovello.club
If the Company proposes to declare dividend on the basis of any addi�onal parameters apart from those men�oned in the Policy
or proposes to change the parameters contained in this Policy, it shall disclose such changes along with the ra�onale for the same
in the Annual Report and on the website.
12.00 Effec�ve Date

This Policy has been approved by the Board of Directors of the Company at its mee�ng held on 6th April, 2021 and shall be
effec�ve and applicable for dividend, if any, declared for the Financial Year 2020-21 onwards.
13.00 Review/Amendment
The Board may amend, abrogate, modify or revise any or all provisions of this Policy. However, amendments in the Act or in
the Lis�ng Regula�ons shall be binding even if not incorporated in this Policy.

UNCLAIMED/UNSETTLED
DIVIDEND
Summary of unclaimed/unse�led cash dividend for the FY 2020-21
Par�culars Amount
Dividend declared for the FY 2020-21 9,35,00,000
Dividend disbursement 8,81,25,760
Total Dividend lying with the Company 53,74,240
Summary of unclaimed/unse�led cash dividend for the FY 2021-22
Par�culars Amount
Dividend declared for the FY 2021-22 10,20,00,000
Dividend disbursement 3,66,10,312
Total Dividend lying with the Company 6,53,89,688
Summary of total unclaimed/unse�led cash dividend for the FY 2020-21 & 2021-22
Par�culars Amount
Unclaimed/unse�led cash dividend for the FY 2020-21 53,74,240
Unclaimed/unse�led cash dividend for the FY 2021-22 6,53,89,688
Total Dividend lying with the Company as on 30 June 2023 7,07,63,928

FINANCIAL
STATEMENTS



Taufika Foods and Lovello Ice-Cream PLC

Statement of Financial Posi�on
As at 30 June 2023
30-Jun-2023 30-Jun-2022
ASSETS:
A. Non-current Assets 1,343,440,327 1,267,601,299

Property, Plant & Equipments 4.00 1,110,666,223 1,041,217,250
ROU Assets 4.01 187,257,301 212,247,197
Intangible Assets 5.00 451,805 633,610
Capital Work-in-progress 6.00 31,271,000 -
Investment 7.00 13,793,999 13,503,241
B. Current Assets 1,280,940,304 1,021,372,111

Inventories 8.00 482,397,366 364,927,361
Trade & Other Receivables 9.00 426,622,688 355,518,907
Inter-company Receivables 10.00 7,950,000 2,500,000
Advance, Deposits & Prepayments 11.00 218,879,582 173,060,217
Cash and Cash Equivalents 12.00 145,090,668 125,365,626
TOTAL ASSETS (A+B) 2,624,380,631 2,288,973,410
EQUITIES & LIABILITIES:
C. Shareholders' Equity 1,099,653,011 1,096,389,086

Share Capital 13.00 850,000,000 850,000,000
Retained Earnings 14.00 249,653,011 246,389,086
D. Non-current Liabili�es 981,948,546 746,779,741

Deferred Tax Liability 15.00 74,119,030 59,436,286
Long-term Loan 16.00 680,452,103 450,856,005
Lease Liability 17.00 227,377,414 236,487,451
E. Current Liabili�es 542,779,073 445,804,583

Current Por�on of Long-term Loan 16.00 194,414,886 128,816,001
Current Por�on of Lease Loan 17.00 83,334,782 86,673,649
Short-Term Loan 18.00 13,901,325 86,522,537
Trade & Other Payables 19.00 58,047,293 29,608,177
Liabili�es for Expenses 20.00 23,558,911 21,537,447
Provision for WPPF 21.00 7,739,887 7,759,281
Provision for Income Tax 22.00 91,018,062 79,378,873
Unclaimed Dividend 23.00 70,763,928 5,508,618
Total Equity & Liabili�es: 2,624,380,631 2,288,973,410
Net Asset Value Per Share 31.00 12.94 12.90
The accompanying notes form an integral part of this financial statements are to be read in conjunction therewith.
Sd/- Sd/- Sd/- Sd/-

Company Secretary Chief Financial Officer Managing Director Chairman
Signed in terms of our separate report of even date annexed.

Dated: Dhaka Sd/-
October 29, 2023 Md. Nurul Hossain Khan FCA
DVC: 2310300240AS909534 Enrolment No. 240
Kazi Zahir Khan & Co

Statement of Profit or Loss and other Comprehensive Income
For the year ended 30 June 2023
2022-2023 2021-2022
Sales 24.00 943,667,285 960,385,039

Less: Cost of Goods Sold 25.00 558,930,279 557,319,210
Gross Profit 384,737,006 403,065,829
Opera�ng Expenses: 143,284,585 141,143,960

Administra�ve Expenses 26.00 16,687,750 17,101,509
Marke�ng Expenses 27.00 126,596,834 124,042,451
Opera�ng income 241,452,422 261,921,869
Financial Expenses 116,877,787 120,022,392
Finance cost 28.00 116,877,787 120,022,392
Profit before other income 124,574,634 141,899,478
Other Income 29.00 13,590,518 12,051,004
Net profit before WPPF 138,165,152 153,950,482
Provision for WPPF 21.00 6,579,293 7,330,975
Net Profit Before Tax 131,585,859 146,619,507
Income Tax Expense 26,321,934 25,024,497

Current Tax 22.00 11,639,189 13,362,639
Deferred Tax 15.00 14,682,745 11,661,858
Net Profit a�er Tax 105,263,926 121,595,010
Other Comprehensive Income
Total Comprehensive Income 105,263,926 121,595,010
Earnings per Share (Per value Tk. 10) 30.00 1.24 1.43
The accompanying notes form an integral part of this financial statements are to be read in conjunction therewith.
Sd/- Sd/- Sd/- Sd/-


Dated: Dhaka Sd/-
October 29, 2023 Md. Nurul Hossain Khan FCA
DVC: 2310300240AS909534 Enrolment No. 240
Kazi Zahir Khan & Co


Statement of Changes in Equity
Amount in Taka
Par�culars Share Capital Share Money Retained Earnings Total
Deposit
Balance as on July 01, 2022 850,000,000 - 246,389,086 1,096,389,086

Share Capital - - -
Net Income for the year - 105,263,926 105,263,926
Less: Dividend for FY 2021-22 - (102,000,000) (102,000,000)
Balance as on June 30, 2023 850,000,000 - 249,653,012 1,099,653,012

Amount in Taka
Par�culars Share Capital Share Money Retained Earnings Total
Deposit
Balance as on July 01, 2021 850,000,000 - 218,294,076 1,068,294,076

Share Capital - - -
Net Income for the year - 121,595,010 121,595,010
Less: Dividend for FY 2020-21 - (93,500,000) (93,500,000)
Balance as on June 30, 2022 850,000,000 - 246,389,086 1,096,389,086
Sd/- Sd/- Sd/- Sd/-


Dated: Dhaka
October 29, 2023
DVC: 2310300240AS909534

Statement of Cash Flows
2022-2023 2021-2022
A. Cash Flows from Opera�ng Ac�vi�es :

Cash Received from Customers 872,563,504 903,709,670
Cash Received from other Sources 13,590,518 12,051,004
Cash Paid to Suppliers and Creditors (648,488,331) (675,418,200)
Cash Paid for Opera�ng Expenses (47,605,851) (46,159,701)
Cash paid for Income Taxes (10,366,052) (15,962,639)
Net cash inflow/(ou�low) from opera�ng ac�vi�es 179,693,788 178,220,134
B. Cash flow from Inves�ng Ac�vi�es:

Acquisi�on of Property, Plant & Equipment (179,459,377) (157,240,635)
Increase Investment (290,758) (594,965)
Capital Work in Progress (31,271,000) 34,784,052
Net cash inflow/ (ou�low) in Inves�ng Ac�vi�es (211,021,135) (123,051,548)
C. Cash flow from Financing Ac�vi�es:

Paid up capital - -
Bank Loan 222,573,770 77,198,917
Lease Loan (12,448,904) 30,361,042
Dividend Paid (36,744,690) (87,991,382)
Inter-Company Receivables (5,450,000) (2,500,000)
Financial Expenses (116,877,787) (120,022,392)
Net cash inflow/(ou�low) in financing ac�vi�es 51,052,389 (102,953,814)
D. Increase (Decrease) in Cash and Cash Equivalent (A+B+C) 19,725,042 (47,785,228)

E. Opening of Cash and Cash Equivalent 125,365,626 173,150,854
145,090,668 125,365,626
F. Ending Cash and Cash Equivalent (D+E)
Net Opera�ng Cash Flow Per Share (NOCFPS) 32.00 2.11 2.10
Sd/- Sd/- Sd/- Sd/-


Dated: Dhaka
October 29, 2023
DVC: 2310300240AS909534


Explanatory Notes to the Financial Statement
As at and for the year ended 30 June 2023
1.00 Corporate History of the Repor�ng En�ty
1.01 Legal Status of the En�ty
Taufika Foods and Lovello Ice-Cream PLC, The Company (Former Taufika Foods and Agro Industries Limited ) was
incorporated in Bangladesh as a Private Limited Company under The Companies Act, 1994 vide Registra�on No.
C-94700/11 dated August 07, 2011.Subsequently, the Company was converted into a public limited Company dated 08
July 2019 and the company has been enlisted with DSE & CSE on February 02, 2021. And the company also change its
name Taufika Foods and Agro Industries Limited to Taufika Foods and Lovello Ice-Cream PLC on 20th june 2021.
The Company started its commercial opera�on on January 02, 2016. Its Corporate Head Office located at Plot-80,
Road-02, Banani, Dhaka-1213 and Factory is located at Bashil, Kathali, Valuka, Mymensingh.
1.02 Corporate Business
The Company is an Ice-cream manufacturer and supplier in Bangladesh.
2.00 Basis of prepara�on, presenta�on and disclosures of financial statements
2.01 Statement of Compliance
The financial statements have been prepared under historical cost conven�on on a going concern basis following accrual
basis of accoun�ng in accordance with the Interna�onal Accoun�ng Standards (IASs), Interna�onal Financial Repor�ng
Standards (IFRSs), The Companies Act 1994 and Securi�es and Exchange Rules 1987.
2.02 Regulatory Compliances
The financial statements of the company under repor�ng have been prepared in accordance with Generally Accepted
Accoun�ng Principles and Prac�ce in Bangladesh in compliance with The Companies Act 1994, The Securi�es and
Exchange Rules 1987, The Lis�ng Regula�ons of Dhaka Stock Exchange Ltd (DSE) & Chi�agong Stock Exchange Ltd. (CSE),
Interna�onal Accoun�ng Standards (IAS) and Interna�onal Financial Repor�ng Standards (IFRS) as adopted by Financial
Repor�ng Council (FRC) and other applicable rules and regula�ons.
2.03 Basis of measurement
These financial statements have been prepared under the ‘historical cost’ conven�on method.
2.04 Fundamental Accoun�ng Concepts/ Assump�on
The Financial Statements have been prepared based on Going Concern, Consistency and Accrual Concepts and such other
conven�on as required by IAS-1 for Fair Presenta�on of Financial Statements.
2.05 Other regulatory compliances
In addi�on, the Company is also required to comply with the following major legal provisions:
The Income Tax Ordinance, 1984
The Income Tax Rules, 1984
The Income Tax Act 2023
The Value Added Tax Act, 1991
The Value Added Tax Rules, 1991
The Value Added Tax (Amendment) Act, 2012
The Value Added Tax (Amendment) Rules, 2012
The Customs Act 1969
The Company Act 1994
The Bangladesh Labour Act 2006, and
Bangladesh Labour (Amendment) Act 2013

2.06 Presenta�on of Financial Statements
The presenta�on of these financial statements is in accordance with the guidelines provided by IAS 1 'Presenta�on of
Financial Statements'. The Financial Statement comprises
a) a statement of financial posi�on;
b) a statement of profit or loss and other comprehensive income;
c) a statement of changes in equity;
d) a statement of cash flows; and
e) notes, comprising a summary of significant accoun�ng policies and explanatory informa�on.
2.07 Prepara�on and Presenta�on of Financial Statements of the Company
The Board of Directors are responsible for preparing and presen�ng the financial statements including adequate
disclosures, who approved and authorized for issue of this financial statements.
2.08 Going Concern
The company has adequate resources to con�nue in opera�on for the foreseeable future. For this reasons the directors
con�nue to adopt going concern basis in preparing the financial statements. The current credit facili�es and resources of
the company provides sufficient fund to meet the present requirements of its exis�ng business.
2.09 Repor�ng Period
The period of the financial statements covers period from July 01, 2022 to June 30, 2023.
2.10 Provisions
In accordance with the guidelines as prescribed by IAS-37: Provisions, Con�ngent Liabili�es and Con�ngent Assets,
provisions are recognized in the following situa�ons:
a. when the company has an obliga�on ( legal or construc�ve) as a result of past events;
b. when it is probable that an ou�low of resources embodying economic benefits will be required to se�le the
obliga�on; and
c. reliable es�mates can be made of the amount of the obliga�on.
2.11 Events a�er the Repor�ng Period
In compliance with the requirements of IAS 10: Events A�er the Repor�ng Period, post statement of financial posi�on
events that provide addi�onal informa�on about the company's posi�on at the repor�ng date are reflected in the
financial statements and events a�er the repor�ng period there are adjus�ng events those are disclosed as follows:
i. VAT payable has been paid on 21.09.2023
ii. The company has been declared 10% cash dividend in this financial year (2022-2023)
2.12 Func�onal and Presenta�onal (Repor�ng) Currency

The financial statements are prepared and presented in Bangladesh Currency (Taka), Which is the company's func�onal
currency. All financial informa�on presented have been rounded off to the nearest Taka except where indicated
otherwise.
Figures in brackets indicated nega�ve balance.
2.13 Compara�ve Informa�on and Rearrangement Thereof
Compara�ve figures have been re-arranged wherever considered necessary to ensure be�er comparability with the
current period without causing any impact on the profit and value of assets and liabili�es as reported in the financial
statements.
2.14 Principal Accoun�ng Policies
The specific accoun�ng policies selected and applied by the company’s directors for significant transac�ons and events
that have material effect in prepara�on and presenta�on of financial statements within the framework of IAS-1
“Presenta�on of Financial Statements”, have been consistently applied throughout the year and were also consistent
with those used in earlier years.

For a proper understanding of the financial statements, these accoun�ng policies are set out below in one place as
prescribed by the IAS-1 “Presenta�on of Financial Statements”. The recommenda�ons of IAS-1 rela�ng the format of
financial statements were also taken into full considera�on for fair presenta�on:
IAS 1 Presenta�on of Financial Statements

IAS 2 Inventories
IAS 7 Statement of Cash Flows
IAS 8 Accoun�ng Policies, Changes in Accoun�ng Es�mates and Errors
IAS 10 Events A�er the Repor�ng Period

IAS 12 Income Taxes
IAS 16 Property, Plant & Equipment
IAS 19 Employees Benefits
IAS 23 Borrowing Costs
IAS 24 Related Party Disclosures
IAS 33 Earnings Per Share
IAS 37 Provisions, Con�ngent Liabili�es and Con�ngent Assets,
IAS 38 Intangible Assets
IFRS 01 First-�me Adop�on of Interna�onal Financial Repor�ng Standards
IFRS 07 Financial Instruments: Disclosures

IFRS 09 Financial Instruments
IFRS 13 Fair Value Measurement
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
3.00 Summary of Significant Accoun�ng Policies
For a proper understanding of the financial statements , these accoun�ng policies are set out below in one place as
prescribed by the IAS-1 "Presenta�on of Financial Statements". The recommenda�ons of IAS-1 rela�ng the format of
financial statements were also taken into full considera�on for fair presenta�on.
3.01 Property, Plant & Equipment (PPE)
i) Recogni�on of Property, Plant & Equipment
These are capitalized at cost of acquisi�on and revalued amount and subsequently stated at cost less accumulated
deprecia�on. The cost of acquisi�on comprises of purchase price, including import du�es and non-refundable Taxes and
any directly a�ributable cost of bringing the assets to its working condi�on for its intended use. Expenditure incurred
a�er the assets have been put into opera�on, such as repairs and maintenance is normally charged off as revenue
expenditure in the period in which it is incurred. In situa�on where it can be clearly demonstrated that the expenditure
has resulted in an increase in the future economic benefit expected to be obtained from the use of the PPE, the
expenditure is capitalized as an addi�onal cost of the PPE.
On re�rement or otherwise disposal of PPE, the cost and accumulated deprecia�on are eliminated and any gain or loss
on such disposal is reflected in the income statement which is determined with reference to the net book value of PPE
and the net sales proceeds.
ii) Deprecia�on
Deprecia�on on all PPE other than Land & Land development has been charged for six months whenever the PPE was
available for use and is computed using the Reducing balance method so as to write off the assets over their expected
useful life. Office space is depreciated as per lease contract.
A�er considering the useful life of PPE as per IAS-16, the annual deprecia�on rates have been applied as under which is
considered reasonable by the management.

Par�culars 30 June, 2023 30 June, 2022
Land & Land Development 0% 0%
Building & Civil Works 5% 5%
Plant and Machinery 10% 10%
Furniture and Fixtures 10% 10%
Freezer 10% 10%
Office Equipment 10% 10%
Motor Vehicles 20% 20%
Office Space 20% 20%
Computer So�were 50% 50%
3.02 Capital Work-in-progress

Capital work-in-progress represents the cost incurred for acquisi�on and/or construc�on of property, plant and
equipment that were not ready for use at the end of the period 30 June 2023 and these are stated at cost.
3.03 Revenue Recogni�on
As per IFRS-15 “Revenue from Contracts with Customers”, Revenue is too recognized when it is probable that the
economic benefits associated with the transac�on will flow to the organiza�on and the amount of revenue can be
measured reliably. The Company recognizes revenue at the point of raising invoices to the customers/clients. Turnover
is shown net of return and discount. Sales revenue is recognized on accrual basis as and when goods are delivered.
Other Income
All other income is recognized when the Company’s right to receive such income has been reasonably determined and
all condi�ons precedent is sa�sfied.
3.04 Long Term Loan
Long Term loans are non-current liabili�es arising from loans taken from different banks which are not repayable within
one year.
3.05 Short term loan and bank overdra�
Short term loans are current liabili�es arising from loans taken from different banks which are repayable within one year.
Bank overdra�s are repayable on demand which were taken to meet up the working capital rquirement.
3.06 Liability for expenses
Liabili�es are recognized for amounts to be paid in future for goods and services, whether or not billed by the suppliers.
3.07 Advances, deposits and pre-payments
Advances, Deposits & Pre-payments are unsecured but considered good.
i) Advances
Advances are ini�ally measured at cost. A�er ini�al recogni�on, advances are carried at cost less deduc�ons,
adjustments or changes to other accounts heads.
ii) Deposits
Deposits are measured at payment value.
iii) Prepayments
Prepayments are ini�ally measured at cost. A�er ini�al recogni�on, prepayments are carried at cost less charge to profit
and loss accounts.
3.08 Inventories
Inventories comprise Raw Materials, Packaging Material, Finished Goods and Work in process. They are stated at the
lower of cost or net realizable value in accordance with IAS 2 “Inventories”. The costs of inventories are assigned by using
weighted average cost method. Net realizable value of Work in Process is determined a�er deduc�ng the es�mated cost
of comple�on and es�mated cost necessary to make the sale from es�mated selling price.

3.09 Basis of valua�on of inventories
Category Basis of Valua�on

Finished products and work-in-process At the lower of cost and net realizable value. The cost includes
alloca�on of produc�on overheads that relate to bringing the
inventories to their present condi�on and loca�on.
Raw and packaging materials At the lower of cost and net realizable value.
Goods in transit At cost including related charges.
3.10 Finance Costs:
Finance costs comprise interest expense on bank loan and other borrowings and are recognized in the income statement
using effec�ve interest method.
3.11 Finance Income:
Finance income comprise of interest income receivable from FDR from Trust Bank Ltd. and Shimanto Bank Ltd. And also
interest received from bank current accounts.
3.12 Employees' benefit schemes
i) Defined contribu�on fund (Provident fund)
The Company maintains an equal contributory recognized provident fund @10% for its eligible permanent employees.
The provident fund is being considered as defined contribu�on plan being managed by a separate Board of Trustees.
ii) Workers' profit par�cipa�on and welfare fund
The Company recognizes a provision for workers' profit par�cipa�on and welfare fund (WPPF) @ 5% of income before tax
and it has been managing, disbursing and inves�ng as per provisions of the Bangladesh Labour (Amendment) Act, 2013.
The Company is making the payment within nine months at the end of the relevant financial year. 80% of the Fund is
being paid to eligible employees, 10% to Government Workers Welfare Founda�on and remaining 10% to Taufika Foods
and Lovello Ice-Cream PLC Employees Welfare Fund as per provision of Bangladesh Labour (Amendment) Act, 2013.
iii) Group insurance scheme
The Company operates a group insurance scheme for its permanent employees as per provision of the Bangladesh Labor
(Amendment) Act, 2013. The permanent employees include full �me permanent employees and workers of the
Company. Payment in this regard has been accounted for in the accompanying financial statements
3.13 Statement of Cash flows
Cash Flow Statement is prepared in accordance with IAS-7: Statement of Cash Flows under Direct Method as prescribed
by Bangladesh Securi�es and Exchange (BSEC) rule 1987
3.14 Cash and Cash Equivalents
Cash and cash equivalents consist of bank balances, cash in hand and cash equivalents like demand dra�, pay orders etc
in hand that are readily conver�ble to known amounts of cash and which are subject to an insignificant risk of changes in
value.
3.15 Trade receivables
Trade receivables are recognized and stated at original invoiced amounts and carried at an�cipated realizable values. Bad
debts are wri�en off when it is established that they are irrecoverable. No bad debt incurred in the period.

3.16 Trade payables
Trade payables are stated at cost which approximates the fair value of the considera�on to be paid for goods and services
received.
3.17 Provisions
All provision is recognized on the balance sheet date if, as a result of a past event. The company has a present legal or
construc�ve obliga�on that can be es�mated reliably, and it is probable that an ou�low of economic benefit will be
required to se�le the obliga�on.
3.18 Borrowings Costs
Financial Expenses (Borrowing Costs) incurred during the year was recognized as revenue expenses in accordance with
IAS-23 "Borrowings Costs". No borrowing cost incurred during the period.
3.19 Income Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to
the extent that it relates to items recognised other comprehensive income or directly in equity. In this case, the tax is
recognised in other comprehensive income or directly in equity, respec�vely.
i) Current Tax
Necessary provision for tax has been made as per Income Tax Ordinance 1984. Current tax is the expected tax payable on
the taxable income for the financial year, using tax rates enacted or subsequently enacted a�er the repor�ng date and
any adjustment to tax payable in respect of previous years. Provision for taxa�on is calculated on the basis of applicable
current tax rate and incompliance with Finance Act on the accoun�ng profit made by the company as per ITO 1984 in
compliance with IAS-12 "Income Taxes".
ii) Deferred Tax
Deferred Tax assets and liabili�es are measured using tax rates and tax laws that have been enacted or subsequently
enacted at the balance sheet date. The impact on the account of changes in the deferred tax assets and liabili�es for the
year ended June 30, 2023 has been recognized in the statement of Profit or Loss and other comprehensive income as per
IAS-12 "Income Taxes".
3.20 Con�ngent Liabili�es and Assets
Con�ngent liabili�es are current or possible obliga�ons, arising from past events and whose existence is due to the
occurrence or non- occurrence of one or more uncertain future events, which are not within the control of the company.
In accordance with IAS 37 provisions, con�ngent liabili�es and con�ngent assets, there were no con�ngent liabili�es and
assets.
i. the company has transferred to the buyer the significant risks and rewards of ownership of the goods;
ii. the company retains neither con�nuing managerial involvement to the degree usually associated with ownership nor
effec�ve control over the goods sold;
iii. the amount of revenue can be measured reliably;
iv. it is probable that the economic benefits associated with the transac�on will flow to the company; and
v. the cost incurred or to be incurred in respect of the transac�on can be measured reliably.
3.21 VAT
The Company's net sales is considered with 15% applicable VAT and 5% supplementary duty.
3.22 Statement of Changes in Equity
Statement of changes in equity is prepared in accordance with IAS-1 “Presenta�on of Financial Statements". This
statement reflects informa�on about the increase or decrease in net assets or wealth.

3.23 Related party disclosures
The Company carried out a number of transac�ons with related par�es in the normal course of business and on an arms’
length basis. The informa�on as required by IAS-24: "Related Party Disclosures" has been disclosed in a separate note to
the financial statements.
3.24 Materiality and aggrega�on
Each material class of similar items is presented separately in the financial statements. Items of dissimilar nature or
func�on are presented separately unless they are immaterial.
3.25 Segment informa�on
The Company is primarily engaged in the manufacturing and selling of similar type of products. The Company's business
is not organized in such a way which may iden�fy different products/ geographical components structurally. Hence
segmenta�on within a wide por�olio of products/ geographical loca�on is not a part of the regular internally reported
financial informa�on to the opera�ng decision makers. Therefore, it is not possible to segment the Company's results by
products/ geographic loca�on which might involve a high degree of es�ma�on.
3.26 Earnings per Share
This has been calculated in compliance with the requirments of IAS 33: "Earnings Per share" by dividing the basic earings
by the number of ordinary shares outstandings during the year.
3.27 Basic Earning
This represents earnings for the year a�ributable to ordinary shareholders. As there was no preference dividend, minorty
interest or extra ordinary items, the net profit a�er tax has been considered as fully a�ributable to the ordinary
shareholders.
3.28 IFRS 16 Leases

Under IFRS 16, LOVELLO recognises right-of-use assets and lease liabili�es for all leases.

Explanatory Notes to the Financial Statements
For the year ended June 30, 2023
Amount in Taka
30-Jun-23 30-Jun-22
4.00 Property, Plant & Equipment
At Cost:
Opening Balance 1,534,380,136 1,377,424,500
Addi�on During the Year 179,279,377 156,955,635
Closing balance 1,713,659,513 1,534,380,136
Accumulated Deprecia�on:
Opening Balance 493,162,885 390,841,217
Closing Balance 602,993,290 493,162,885
Wri�en Down Value 1,110,666,223 1,041,217,250
(Details of Property, Plant & Equipment are provided in the Annexure-A)
4.01 ROU Assets

At Cost:
Opening Balance 407,384,234 407,384,234

Addi�on During the Year -
Closing balance 407,384,234 407,384,234
Opening Balance 195,137,037 167,056,121

Closing Balance 220,126,934 195,137,037
Wri�en Down Value 187,257,301 212,247,197
(Details of Property, Plant & Equipment are provided in the Annexure-A)
5.00 Intangible Assets
At Cost:
Opening Balance 3,608,633 3,323,633
Addi�on During the Year 180,000 285,000
Closing Balance 3,788,633 3,608,633
Addi�on During the Year 361,805 491,110
Wri�en Down Value 451,805 633,610
(Details Intangible Assets are provided in the Annexure-A)


Amount in Taka
30-Jun-23 30-Jun-22
6.00 Capital Work in Progress 31,271,000 -

Storage Box 31,271,000 -
Plant & Machinery
13,793,999 13,503,241
7.00 Investment 13,793,999 13,503,241
FDR Investment 7.01
7.01 FDR Investment 11,486,056 11,264,502

Name of Bank FDR No. 2,307,943 2,238,739
Trust Bank 0022-0330059006 13,793,999 13,503,241
Shimanto Bank 1001-343000092
148,961,318 125,733,318
8.00 Inventories 21,274,206 17,019,365
Raw Materials 312,161,841 222,174,678
Work in Progress 482,397,366 364,927,361
Finished Goods
At the end of the year physical verifica�on of Inventories were carried out.
9.00 Trade & Other Receivables 426,622,688 355,518,907

426,622,688 355,518,907
Trade Receivables 9.01
9.01 Trade Receivables 23,392,150 20,136,953

22,703,713 19,852,849
Bogra Territory 21,901,141 19,689,045
Khulna Territory 20,759,350 19,690,385
Barisal Territory 34,702,379 24,846,671
Rangpur Territory 32,077,986 24,937,919
Chi�agong Territory 23,256,440 25,799,404
Cumilla Territory 30,647,817 32,608,095
U�ara Territory 30,733,301 24,889,638
Rampura Territory 22,691,692 19,821,612
Jatrabari Territory 20,212,103 19,663,183
Sylhet Territory 30,805,971 29,243,477
Faridpur Territory 22,636,195 19,433,477
Bosilla Territory 32,120,001 16,171,406
Cox's Bazar Territory 15,931,828 15,246,715
Noaykhali Territory 29,327,988 17,459,446
Jessore Territory 12,722,634 6,028,632
Mymensingh Territory 426,622,688 355,518,907
Rajshahi Territory

Amount in Taka
30-Jun-23 30-Jun-22
Ageing of Trade receivables
Due for 3 months 264,506,067 220,421,722
Due for 3 to 6 months 140,785,487 117,321,239
Due for above 6 months 21,331,134 17,775,945
426,622,688 355,518,907
Full informa�on as per requirements of the Para 4 Part I, schedule XI, of the Companies Act, 1994 regarding Trade receivables as
on June 30, 2023 are as follows:
Sl. Par�culars 30 June, 2023 30 June, 2022

i. Receivables considered good in respect of which the company is fully secured.
Receivables considered good in respect of which the company holds no security 426,622,688 298,843,538
ii. other than the debtor personal security.
iii. Receivable considered doub�ul or bad.

Accounts Receivable due by any director or other officer of the company or any
iv. of them either severally or jointly with any other person or debts due firm or
private companies respec�vely in which any director is a partner or a director or
a member to be separately stated.
Receivables due by companies under the same management to be disclosed
v. with the names of the companies;
vi. The maximum amount of receivable due by any director or other officer of the
company at any �me during the year to be shown by way of a note.
i) Debt considered good and in respect of which the company can realize it fully.
ii) Debts considered good for which the company holds no security other than the debtors personal security
iii) Management considered the trade receivables are collec�ble and thus no provision had been made.
iv) There is no such trade receivables due by or to director or other officers of the company.
10.00 Inter-company Receivables

7,950,000 2,500,000
7,950,000 2,500,000
This represent temporary advance and short term in nature, and repayable on demand.. Management has obtained confirma�on
from the aforesaid en��es and assessed recoverability, upon which sa�sfied that all these balances are recoverable in full.
11.00 Advance, Deposits & Pre-payments

Advance 11.01 217,364,541 149,835,592
Deposit 11.02 578,000 19,501,835
Pre-payments 11.03 937,041 3,722,791
218,879,582 173,060,217
11.01 Advance
AIT & Source Tax 11.01.01 65,127,233 54,761,182
Advance to BSTI & Halal Sonod 994,240 1,933,446
Advance for Office Rent 1,150,000 1,150,000
Advance to Supplier 149,590,067 91,444,115
Advance for Lis�ng Fees 503,000 546,849
217,364,541 149,835,592
11.02 Deposit
L/C margin 11.02.01 578,000 19,501,835
578,000 19,501,835


Amount in Taka
30-Jun-23 30-Jun-22
11.03 Pre-payments
Karnahuli Insurance Co. Ltd. - 3,530,251
Metlife Insurance Co. Ltd. 937,041 192,540
Insurance at Karnahuli Insurance Co. Ltd. will renew
within the shortest possible time. 937,041 3,722,791
11.01.01 AIT & Source Tax
Opening Balance 54,761,182 38,798,543
65,127,233 54,761,182
Adjustment During the Year -
Closing Balance 65,127,233 54,761,182
11.02.01 L/C margin

Opening Balance 19,501,835 38,508,579
Addi�on during the year 578,000 19,501,835
Net Adjustment During the Year (19,501,835) (38,508,579)
Closing Balance 578,000 19,501,835
11.04 Disclosure as per Schedule-XI, Part -I, of The Companies Act, 1994
Advance, deposits & prepayments considered good & secured 218,879,582 173,060,217
Advance, deposit & prepayments considered Good without security
Advance, deposit & prepayments considered doub�ul & bad
Advance, deposit & prepayments due by directors or other officers & staffs
Advance, deposit & prepayments due from companies under same

management
Maximum advance due by directors or officers & staffs at any �me
Total 218,879,582 103,735,987
12.00 Cash and Cash Equivalents

Cash in Hand 12.01 90,216,211 66,312,921
Cash at Bank 12.02 54,874,457 59,052,705
145,090,668 125,365,626
12.01 Cash in Hand

Factory Office 165,000 110,000
Corporate Office 4,929,639 5,080,819
Depot Office 85,121,572 61,122,102
90,216,211 66,312,921

Amount in Taka
30-Jun-23 30-Jun-22
12.02 Cash at Bank
Trust Bank Ltd CD 0022-0210012550 11,716 101,402
Pubali Bank Ltd CD 0565901028140 20,527 17,680
Premier Bank ltd CD 010411100078610 6,897 15,394
Prime Bank Ltd CD 2132113001637 246,947 6,460
Brac Bank Ltd CD 1507203439665001 14,095 1,384,900
Islami Bank Ltd CD 20501770100435601 22,429 123,062
Dutch Bangla Bank Ltd CD 1031100033118 150,908 583,502
Union Bank Ltd CD 0291010001239 6,836 41,338
Mercan�le Bank Ltd CD 111311118966001 322,785 4,298
UCBL CD 541101000005430 10,035 6,974
City Bank Ltd CD 1402538242001 42,164 47,234
AB Bank Ltd SND 4033-761383-430 279,768 17,198
Trust Bank Ltd SND 0022-0320000775 44,138,232 47,453,191
Na�onal Bank Limited CD 1106003604218 1,851,959 150,932
Dutch Bangla Bank Ltd CD 2811100002179 698,766 143,721
Shimanto Bank Limited CD 1001241001122 17,500 18,190
NRB Bank CD 1022010104230 2,360 3,378,762
Shimanto Bank Limited CD 1005241000030 - 28,555
Shimanto Bank Limited SND 1005441000036 860,312 13,697
Trust Bank Ltd CD 7022-0212003722 10,774 9,371
Trust Bank Ltd SND 0022-0320000962 5,707,763 5,506,845
Trust Bank Ltd CD 0022-0210023324 451,688 -
54,874,457 59,052,705
13.00 Share Capital
13.01 Authorized Capital
(100,000,000 Ordinary shares of Tk.10 each) 1,000,000,000 1,000,000,000
13.02 Issued, Subscribed and Paid-up

85,000,000 shares of Tk.10 each 850,000,000 850,000,000
Shareholding Posi�on is as follows:
Number of Shares Percentage of holding Share

Sl.
Name of shareholders
No. 2022-23 2021-22 2022-23 2021-22
1 Sponsors 37,950,000 37,950,000 44.65 44.65

2 Foreign Investors - - - -
3 Financial and other Ins�tu�ons 16,538,372 16,987,414 19.51 20.00
4 General Public 30,511,628 30,062,586 35.84 35.35
Total 85,000,000 85,000,000 100.00 100.00


Amount in Taka
30-Jun-23 30-Jun-22
14.00 Retained Earnings
Opening Balance 246,389,086 218,294,076
Add: Profit During the Period 105,263,926 121,595,010
Less: Dividend for FY 2021-22 (102,000,000)
Less: Dividend for FY 2020-21 - (93,500,000)
Less: Adjustment for IPO Expenses - -
Closing Balance 249,653,011 246,389,086
15.00 Deferred Tax Liability

Opening Balance 59,436,286 47,774,428
Add: During the Year 14,682,745 11,661,858
Closing Balance 74,119,030 59,436,286
As on 30 June 2023
WDV as per Accounts 1,214,013,838 1,169,736,567
WDV as per 3rd Schedule 843,418,687 872,555,140
Temporary Difference 370,595,151 297,181,428
Applicable Tax Rate 20.00% 20.00%
Deferred Tax Liability 74,119,030 59,436,286

Deferred Tax Liability 74,119,030 59,436,286
16.00 Long -term Loan

Long-term Loan from Shimanto Bank Limited 0.22 404,981,841 579,672,006
Long-term Loan from Trust Bank Limited 0.78 469,885,148 -
874,866,988 579,672,006
Part of land and factory building are under motgage for long term loan.
Current Por�on Classifica�on

Due within one year 194,414,886 128,816,001
Due a�er one year 680,452,103 450,856,005
874,866,988 579,672,006

Amount in Taka
30-Jun-23 30-Jun-22
16.01 Long-term Loan from Shimanto Bank Limited
1001741000052 - 13,331,747
1001741000061 - 1,912,446
1001741000070 - 2,449,882
1001741000089 - 5,079,687
1001741000098 - 1,701,629
1001741000105 - 1,498,507
1001741000114 - 15,118,581
1001741000123 - 14,016,584
1001741000141 - 4,726,936
1001741000150 - 5,317,421
1001741000187 - 514,518,586
1001741000294 29,717,289 -
1001741000301 30,048,448 -
1001741000310 49,768,647 -
1001741000329 28,684,233 -
1001741000347 43,205,154 -
1001741000365 31,911,456 -
1001741000374 17,137,136 -
1001741000383 26,695,030 -
1001741000445 26,279,000 -
1001741000454 27,699,000 -
1001741000463 19,405,500 -
1001741000472 74,430,948 -
404,981,841 579,672,006
Nature of Security of Loans:

Par�culars Details
Name of Bank & Financial Ins�tute Shimanto Bank Limited
Type of Facility Long Term Loan
Limit BDT TK 69.50 Crore
Repayment Monthly
Interest Rate 9% p.a with monthly rest or as revised from �me to �me by SMBL
Period of Loan 60 months
Expiry Date 5 Years from the the date of 1st disbursement.
Renewal Status Renewed
Securi�es i. Joint Registra�on and comprehensive insurance of vehicles
ii. Postdated Cheque covering each EMI
Purpose To purchase glass top deep freezer, storage box for cold room, pick up, Refrigerated
van, auto vehicles, office car, motorcycle etc
16.02 Long-term Loan from Trust Bank Limited

0022-0640000884 210,567,252 -
0022-0640000893 105,095,565 -
0022-0640000900 22,022,811 -
0022-0640000919 19,071,108 -
0022-0640000946 61,650,517 -
0022-0640000955 21,379,297 -
0022-0640000964 30,098,599 -
469,885,148 -


Amount in Taka
30-Jun-23 30-Jun-22
17.00 Lease Liability
Lease Loan from Lankabangla 17.01 308,199,083 318,202,609
Office Space 17.02 2,513,113 4,958,491
310,712,196 323,161,100
Due a�er one year 227,377,414 236,487,451
310,712,196 323,161,100
17.01 Lease Loan from Lankabangla

0013 71400000025 15,360,375 15,690,226
0013 71400000026 36,994,888 37,750,375
0011 71400000131 144,319,649 150,834,025
0011 72200000070 111,524,170 113,927,983
308,199,083 318,202,609
Nature of Security of Loans:

Par�culars Details
Name of Bank & Financial Ins�tute Lanka Bangla Finance Limited
Type of Facility Lease Finance
Limit BDT 316,200,725
Repayment Quarterly
Interest Rate 14.00%
Period of Loan 60 months
Expiry Date June, 2026
Renewal Status Renewal
"i. Subsequent Charges/Hypothe�ca�on on all the Fixed Assets of TFAIL
Securi�es ii. Ownership of Leased Assets
iii. Personal Guarantee of Directors
iv. Corporate Guarantee of Taufika Engineering Limited (TEL)"
Purpose To procure Glass Top Deep Freezer and Try Cycle, Ref. Van & Cold Store
17.02 Lease Liability (Office Space)

Office Space 4,958,491 7,128,640
Less: Adjustment for IFRS 16 for Current year (2,445,378) (2,170,149)
2,513,113 4,958,491
Due a�er one year - 2,513,113
2,513,113 4,958,491
18.00 Short-term Loan
Short-term Loan Trust Bank 18.01 - 86,522,537
Short-term Loan Shimanto Bank 18.02 13,901,325 -
13,901,325 86,522,537
These loans are taken to finance import materials value and L/C related expenses. The average tenure of these facili�es are
normally 06 months with renewal op�on. The rate of interest/profit against these facili�es is 9%.

Amount in Taka
30-Jun-23 30-Jun-22
18.01 Short-term Loan Trust Bank
Loan Against Trust Receipt (LTR) - 55,868,387

Overdra� (Working Capital) - 30,654,150
- 86,522,537
18.02 Short-term Loan Shimanto Bank

9999643000031 5,278,353 -
9999643000077 3,679,018 -
9999643000068 3,038,170 -
1001641001393 1,119,048 -
1001641001339 786,736 -
13,901,325 -
19.00 Trade & Other Payables
Trade Payables 19.01 13,176,933 10,063,146

Others Payables 19.02 44,870,361 19,545,031
58,047,293 29,608,177
19.01 Trade Payables
Siam Chemical 206,994 424,156

ROTO PACK GLOBAL LTD. 184,480 -
JAMUNA AUTO PLAN PRINTING & PACKAGING LTD. 689,542 -
Emkay Enterprise - 193,291
Daraz Bangladesh Limited 2,532,094 -
Pacific Trading 805,309 -
Victor Interna�onals 958,700
PremiaFlex Plas�c Ltd 840,890 840,890
Interna�onal Television Channel LTD. 1,466,526 1,615,541
Maasranga Communica�ons Ltd. 7,200 7,200
MMX adver�sing communica�on 548,654 421,684
RTR Traders 3,233,117 4,758,246
Opus Sign 1,262,182 1,464,207
Rivers Sign 441,246 337,932
13,176,933 10,063,146
This represents amount payable to suppliers of raw materials, packing materials and finished goods.
Ageing of Trade Payables

Due for 3 months 0.85 11,200,393 8,553,674
Due for 3 to 6 months0.10 0.10 1,317,693 1,006,315
Due for above 6 months 0.05 658,847 503,157
13,176,933 10,063,146


Amount in Taka
30-Jun-23 30-Jun-22
19.02 Others Payables
Payable for PPE 6,868,808 7,718,798

VAT payable 38,001,552 11,826,233
44,870,361 19,545,031
VAT payable has been paid on 21 September 2023.
20.00 Liabili�es for Expenses
Statutory Audit Fees 350,000 200,000

U�liz�on and Corporate Governance Audit Fees 40,000 40,000
Electricity Bill Payable 7,081,393 5,960,735
Salary & Wages Payable 5,790,386 5,836,310
Payable for PF 9,692,132 9,350,402
TDS Payable 30,000 -
Regulatory Fees Payable 425,000 -
Remunera�on Payable 150,000 150,000
23,558,911 21,537,447
All these payables are temporary in nature and repayable in demand. No interest/profit is charged for these payables. Its erived
from taking different types of service. Management has a good inten�on to set off all payables within a shortest possible �me.
21.00 Provision for WPPF :

Add: Addi�on During the year 6,580,483 7,330,975
14,339,765 13,003,329
Less: Paid During the year (6,599,878) (5,244,048)
The management of Taufika Foods and Lovello Ice-Cream PLC has already distributed the maximum part of WPPF to maintain
compliance and they take decision to deposit remaing amounts within the possible shortest �me frame.
22.00 Provision for Income Tax
Opening Balance 79,378,873 66,016,234

Current Year Provision 11,639,189 13,362,639
Total Current Year Provision 11,639,189 13,362,639
91,018,062 79,378,873
Adjustment During the year -
Closing Balance 91,018,062 79,378,873
Provision for taxa�on is calculated on the basis of applicable current tax rate and incompliance with Finance Act on the accoun�ng
profit made by the company as per ITO 1984 in compliance with IAS-12 "Income Taxes". A cumula�ve figure of Advance Income
Tax is also showing in Advance Deposit and Pre-payments to adjust the provision for Income TAX liability.

Amount in Taka
30-Jun-23 30-Jun-22
Tax Computa�on
Business Income 118,019,151 134,624,750
Other Income 13,590,518 12,051,004
Total Income 131,609,669 146,675,754
Acc. Dep 135,182,107 130,893,694
Tax Dep (208,595,830) 215,744,333
Total Taxable Income 58,195,946 61,825,116
Applicable tax Rate 20.00% 20.00%
Current Year Tax 11,639,189 12,365,023
Minimum TAX 0.60% on Gross receipt 5,743,547 5,834,616

5,743,547 5,834,616
Advance Income Tax considered for minimum TAX

10,366,052 13,362,639
10,366,052 13,362,639
23.00 Unclaimed Dividend

Opening 5,508,618 -
Dividend for the FY 2020-21 - 93,500,000
Dividend for the FY 2021-22 102,000,000 -
Disbursement (36,744,690) (87,991,382)
Closing Balance 70,763,928 5,508,618
The management of Taufika Foods and Lovello Ice-Cream PLC has already distributed the Undisbursed Dividend on 09 July 2023
to the respec�ve shareholders bank account through banking channel.


Amount in Taka
Par�culars 30-Jun-23 30-Jun-22
24.00 Sales
Gross Sales 1,139,478,247 1,159,664,935

Less: (SD+VAT) 195,810,962 199,279,896
Net Sales 943,667,285 960,385,039
Quan�ty wise Sales Informa�on:
Item 2022-23 2021-22

Lolly (All Kinds) 62 Ml Ice Cream 9,505,416 9,673,811
Chocobar 72 Ml 80,088,910 81,507,743
Hidden Heart Single 50 Ml 125,074,122 127,289,901
Cruncy Bar Mega 82 Ml 7,203,076 7,330,684
Cruncy Bar Mini 52 Ml 33,011,399 33,596,220
Sheel & Core 62 Ml 4,293,642 4,369,707
Malai Ice Cream 55 Ml 11,826,831 12,036,352
Cup Regular 100 Ml (All Flav.) 137,817,761 140,259,303
Cup Regular 50 Ml (All Flav.) 5,054,984 5,144,536
1 Ltr. Container Ice Cream 42,570,222 43,324,384
750 Ml Container Ice Cream 2,350,759 2,392,404
Hazel Beats 80 Ml Ice Cream 4,411,126 4,489,273
Toffe Beats 80 Ml Ice Cream 3,628,192 3,692,468
Chocoblast 100ML 8,483,960 8,634,260
Cone Maxi 121 Ml (All Flav.) 129,570,105 131,865,534
Cone Mini 72 Ml (All Flav.) 132,866,999 135,220,835
Round Shape Cake 1 Ltr. 1,409,077 1,434,040
Heart Shape Cake 1.5 Ltd. 283,606 288,631
Swirly Sundae 100 Ml 3,801,201 3,868,542
Kulfi 50 Ml Ice Cream 79,320,116 80,725,330
Double Sundy 1 Ltr. Ice Cream 9,706,203 9,878,156
Shahi Khajur Malai 3,110,372 3,165,474
Bulk Liter 9 per 1 Ltr 2,331,078 2,372,375
Lovello Swing Ball 100 ML Ice Cream 5,737,511 5,839,155
Lovello Ambrisia 1 Ltr. Ice Cream 245,399 249,747
Lovello Doi, Kheer Premium 1 Ltr Ice Cream 2,814,675 2,864,539
Lovello Shahi Shondesh, Black Forest Premium 1 Ltr. 783,867 797,754
Lovello Double Sundy Premium 500 ML Ice Cream 3,042,675 3,096,578
Lovello Doi, Kheer Premium 500 ML Ice Cream 2,302,519 2,343,310
Total 943,667,285 960,385,039

Amount in Taka
30-Jun-23 30-Jun-22
25.00 Cost of Goods Sold
Raw Materials Consumed: Note- 25.01 498,261,859 526,540,444

Add: Factory Overhead Charges Note- 25.02 154,910,424 154,293,950
Cost of Produc�on 653,172,283 680,834,394
Add: Opening Work in Process 17,019,365 17,619,365
670,191,648 698,453,759
Less: Closing Work in Process (21,274,206) (17,019,365)
Cost of Goods Manufactured 648,917,442 681,434,394
Add: Opening Stock of Finished Goods 222,174,678 98,059,494
Cost of Goods available for Sale 871,092,120 779,493,888
Less: Closing Stock of Finished Goods (312,161,841) (222,174,678)
Cost of Goods Sold 558,930,279 557,319,210
25.01 Raw Materials Consumed
The break-up of the amount is given below:

Opening Stock 125,733,318 184,056,096
Purchase During the year 521,489,859 468,217,665
Raw Materials available for Use 647,223,177 652,273,761
Less: Closing Stock (148,961,318) (125,733,318)
Raw Materials Consumed 498,261,859 526,540,444
25.02 Manufacturing Overhead
Electricity Bill 38,736,831 34,492,180

Fuel & Lubricants 11,864,700 12,087,137
Wages & Salary 49,417,871 49,917,041
Fes�val Bonus 4,797,861 5,695,816
Over�me and Other Allowance 1,859,273 1,979,028
Tour and Travles 82,795 1,119,940
Pool Car Expenses 329,343 286,798
Telecommunica�on Expenses(Tracking) 62,160 103,664
Factory Supplies 943,184 1,097,442
Loading & Unloading Expenses 143,386 148,925
Postage & Courier 26,025 27,766
Prin�ng & Sta�onary 464,926 568,724
Food and Entertainment 793,523 710,904
Repair & Maintenance 1,657,040 2,162,814
Spare Parts 3,450,978 4,325,986
Insurance Expenses 4,360,139 4,285,475
Licenses Renewal Fees 994,240 1,466,130
Deprecia�on 34,926,149 33,818,179
154,910,424 154,293,950


Amount in Taka
30-Jun-23 30-Jun-22
26.00 Administra�ve Expenses
Salary & Allowance 7,653,934 7,578,153

Fes�val Bonus 1,251,890 1,028,797
Mee�ng Allowance 125,000 125,000
Provident Fund Expenses 1,231,051 1,642,075
U�lity Charge 559,790 531,702
Director Remunera�on 1,800,000 1,800,000
Office Vehicles expense 513,946 595,150
Entertainment Expense 91,216 205,099
Vehicle Insurance & Others 175,584 455,950
Statutory Audit Fees 350,000 200,000
U�liz�on and Corporate Governance Audit Fees 225,004 205,000
Lis�ng Fees 1,006,000 353,151
Telephone, Mobile & Internet Bill 230,049 206,267
Postage & Couriers 133,825 122,570
Prin�ng & Sta�onery 174,889 163,357
Legal & Statutory Expenses 54,150 244,853
Repair Maintenance 242,675 280,895
Health Safety Measure Expenses - 61,890
Consultacny Fees 20,230 480,000
Deprecia�on 848,517 821,599
16,687,750 17,101,509
27.00 Marke�ng & Selling Expenses
Salary & Allowance 12,415,117 12,540,522

Fes�val Bonus 2,071,660 1,045,044
Provident Fund Expenses 1,196,385 1,722,661
Fuel & Toll for Vehicles 3,637,383 4,096,679
TA/DA and Other Allowances 1,359,456 1,485,542
Repair Maintenance & Others Vehicles Exp 1,221,294 1,242,038
Tour and Travles 784,638 701,171
Postage & Couriers 300,101 253,445
Incen�ve and Commision 292,530 337,799
Event Management Expenses 166,050 359,114
Health Safety Measure Expenses - 36,437
Trade Promo�on Expenses 50,000 503,758
Adver�sement Expenses 3,694,780 3,464,325
Deprecia�on 99,407,440 96,253,915
126,596,834 124,042,451

Amount in Taka
30-Jun-23 30-Jun-22
28.00 Finance Cost
Bank Service Charges 1,243,559 1,487,568

Interest on Bank Loan 81,103,133 75,293,782
Interest on Lease Loan 34,096,474 42,531,191
Interest Expense on Office Space 434,622 709,851
116,877,787 120,022,392
Consistent with prior periods banks charges and others bank loan interest expenses are included as finance costs
29.00 Others Income
Scrap Sale 4,126,571 6,534,942

Rent Received against Freezer 8,516,932 4,362,550
Interest income 947,015 1,153,513
13,590,518 12,051,004
30.00 Earning per Share (EPS)
The Computa�on of EPS is given below:

Earning a�ributable to the Shareholders (net profit a�er tax) 105,263,925.51 121,595,010
Total number of Shares 85,000,000.00 85,000,000
Adjusted/Basic Earnings per Share (EPS)( Per value Tk. 10) 1.24 1.43
For Current Year

Total Share No of shares No. of Days Used Total No. of Days Weighted Average
85,000,000 85000000 365 365 85,000,000
85,000,000 85,000,000 85,000,000
For Previous Year

Total Share No of shares No. of Days Used Total No. of Days Weighted Average
85,000,000 85,000,000 365 365 85,000,000
85,000,000 85,000,000 85,000,000
31.00 Net Asset Value (NAV) per Share
The Computa�on of NAV is given below:

Net Assets 1,099,653,011 1,096,389,086
Total number of Shares 85,000,000 85,000,000
Net Asset Value (NAV) per Share 12.94 12.90
Total number of shares

Paid-up-capital 850,000,000 850,000,000
Share money deposit - -
Total 850,000,000 850,000,000
Number of shares (Per value Tk. 10) 85,000,000 85,000,000


Amount in Taka
30-Jun-23 30-Jun-22
32.00 Net Opera�ng Cash Flows per Share (NOCFPS)
The Computa�on of NOCFPS is given below:
Net Cash Generated from Opera�ng Ac�vi�es 179,693,788 178,220,134
Total number of Shares 85,000,000 85,000,000
Net Opera�ng Cash Flows per Share (NOCFPS) 2.11 2.10
33.00 Reconcilia�on of Net Opera�ng Cash Flow

Amount in Taka
Par�culars
30.06.2023 30.06.2022
Net Profit a�er Tax 105,263,926 121,595,010
Adjustment to reconcile netcash provided by opera�ng ac�vi�es:
Deprecia�ons 135,182,107 130,893,694
Provision for Income Tax 11,639,189 13,362,639
Provision for WPPF 6,579,293 7,330,975
Deferred Tax 14,682,745 11,661,858
Loan Interest 116,877,787 120,022,392
Increase in Inventories (117,470,005) (65,192,406)
Increase in Trade & Other Receivables (71,103,781) (56,675,369)
Increase in Advance, Deposits & Prepayments (45,819,365) (69,324,230)
Increase/Decrease in Trade & Other Payables 28,439,116 (33,363,172)
Increase in Liabili�es for Expenses 2,021,465 3,152,792
Adjustments for WPPF (6,599,878) (5,244,048)
Adjustments for IPO Expenses -
Net cash inflow/(ou�low) from opera�ng ac�vi�es 179,692,598 178,220,135
34.00 Related Party Transac�ons

The company has related party transac�ons as per IAS-24 "Related Party Disclosures".
Related party transac�ons are as follows:
Sl. Name of the Related Party Rela�onship Nature of Opening Transac�on Payment/ Closing
transac�on Balance during the year Recieved Balance
1 Taufika Engineering Limited Intercompany Advance 2,500,000 119,290,000 - 7,950,000
2 Da�n’ Shamima Nargis Haque Chairman Mee�ng -

Allowance - 25,000 25,000
Managing Remunera�on
3 Dato’ Engr. Md. Ekramul Haque and Mee�ng 150,000 1,825,000 1,825,000 150,000
Director Allowance
4 Muhsinina Taufika Ekram Mee�ng

Director Allowance - 25,000 25,000
5 Muhsinina Sharika Ekram Director Mee�ng - 25,000 25,000 -

Allowance
Independent Mee�ng 15,000
6 Ruhul Ameen M.Com. FCMA - 15,000 -
Director Allowance
Independent Mee�ng - 10,000
7 Im�az Lu�ul Baset FCMA, FCA 10,000 -
Director Allowance

35.00 A�endance Status of Board Mee�ng of Directors
During the year ended 2022-23 there were Five Board Mee�ngs were held. The a�endance status of all the mee�ngs is
as follows:
Name of the Directors Designa�on Mee�ng held A�endance
Da�n’ Shamima Nargis Haque Chairman 5 5
Dato’ Engr. Md. Ekramul Haque Managing Director 5 5
Ruhul Ameen M.Com. FCMA Independent Director 5 3
Muhsinina Taufika Ekram Director 5 5
Muhsinina Sharika Ekram Director 5 5
Im�az Lu�ul Baset FCMA, FCA Independent Director 5 2
36.00 General:
All the figures in the financial statements represent Bangladeshi taka currency (BDT) rounded off to the nearest figure.
The compara�ve informa�on has been disclosed of 2022-2023 for all numerical informa�on in the financial statements
and also the narra�ve and descrip�ve informa�on as found relevant for understanding of the current years financial
statements. To facilitate comparison, certain relevance balances pertaining to the previous year have been rearranged or
reclassified whenever considered necessary to conform to current year presenta�on.
37.00 Disclosure as per requirement of Schedule XI, Part II of the Companies Act, 1994:
A. Disclosure as per requirement of Schedule XI, Part II, Note 5 of Para 3:
Employee posi�on of the company as at 30 June, 2023:

Sales &
Salary (Monthly) Factory Head Office Marke�ng Total Employees
Below BDT 6,000 - - - -

Above BDT 6,000 203 20 25 248
Total 203 20 25 248
B. Disclosure as per requirement of Schedule XI, Part II, Para 4:

Total Remunera�on
Name of Directors Designa�on Mee�ng allowance for the year ended
2022-23
Da�n’ Shamima Nargis Haque Chairman 25,000 -
Dato’ Engr. Md. Ekramul Haque Managing Director 25,000 1,800,000
Ruhul Ameen M.Com. FCMA Independent Director 15,000 -
Muhsinina Taufika Ekram Director 25,000 -
Im�az Lu�ul Baset FCMA, FCA Independent Director 10,000 -
Muhsinina Sharika Ekram Director 25,000


Amount in Taka
30-Jun-23 30-Jun-22
38.00 As per IAS- 24:

An en�ty shall disclose key management personnel compensa�on in total and for each of the following benefits:
(a) Short-term employee benefits - -

(b) Post-employee benefits - -
(c) Other long term benefits - -
(d) termina�on benefits and - -
(e) Share- based payment - -
- -
39.00 Events a�er Repor�ng Period:

In compliance with the requirements of IAS 10: Events A�er the Repor�ng Period, post statement of financial posi�on
events that provide addi�onal informa�on about the company's posi�on at the repor�ng date are reflected in the
financial statements and events a�er the repor�ng period there are adjus�ng events those are disclosed as follows:
ii. VAT payable has been paid on 21.09.2023
i. The company has been declared 10% cash dividend in this financial year (2022-2023)

40.00 Disclosure as per requirements of Schedule XI, Part-II., Para-3 of the Companies Act. 1994
Compliance status of
Requirements under condi�on No. Disclosure Schedule XI,
Part II, Para 3
3(i)(a) The turnover Complied

3(i)(b) Commission paid to selling agents Not Applicable
3(i)(c ) Brokerage and discount of sales, other than the usual trade discount Not Applicable
3(i)(d)(i) The value of the raw materials consumed, giving item-wise as as possible Complied
3(i) (d)(ii) The opening and closing stocks of goods produced Complied
3(i)(e)In the case of trading companies, the purchase made and the opening and closing Not Applicable
stocks
3(i)(f) In the case of Companies rendering or supplying services, the gross income derived
Not Applicable
from services rendered
3(i)(g) Opening and closing stocks, purchases, sales and consump�on of raw materials with
value and quan�ty breakup for the Company, which falls under one or more categories i.e. Complied
manufacturing and/or trading
3(i)(h) In the case of other companies, the gross income derived under different heads Not Applicable
3(i)(i) Work-in-progress, which have been completed at the commencement and at the end Complied
of the accoun�ng period
3(i)(j) Provision for deprecia�on, renewals or diminu�on in value of fixed assets Complied
3(i)(k) Interest on the debenture paid or payable to the Managing Director, Managing
Not Applicable
Agent and the Manager
3(i)(l) Charge for income tax and other taxa�on on profits Complied
3(i)(m) Reserved for repayment of share capital and repayment of loans Not Applicable
3(i)(n)(i) Amount set aside or proposed to be set aside, to reserves, but not including
provisions made to meet any specific liability, con�ngency or commitment, know to exist at Not Applicable
the date as at which the balance sheet is made up.
3(i)(n)(ii) Amount withdrawn from above men�oned reserve Not Applicable
3(i)(o)(i) Amount set aside to provisions made for mee�ng specific liabili�es, con�ngencies
Not Applicable
of commitments.
3(i)(o)(ii) Amount withdrawn from above men�oned provisions, as no longer required. Not Applicable
3(i)(p) Expenditure incurred on each of the following items, separately for each item:
(i) Consump�on of stores and spare parts (ii) Power and Fuel (iii) Rent (iv) Repairs of
Buildings (v) Repairs of Machinery (vi)( 1) Salaries, wages and bonus (2) Contribu�on to Complied
provident and other funds (3) Workmen and staff welfare expenses to the extent not
adjusted from any previous provision or reserve.

146
Schedule of Property, Plant & Equipment
As at 30 June 2023
Property, Plant & Equipment Annexure - A
Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2023
01-07-2022 during the year 30-06-2023 (%) 01-07-2022 the year 30-06-2023
Land & Land Development 84,361,490 - 84,361,490 0% - - - 84,361,490
Building & Civil Works 91,694,977 - 91,694,977 5% 25,378,781 3,315,810 28,694,591 63,000,386
Plant and Machinery 491,309,326 1,029,040 492,338,366 10% 171,454,863 32,036,898 203,491,761 288,846,605
Furniture and Fixtures 9,826,798 208,405 10,035,203 10% 2,980,405 695,060 3,675,465 6,359,738

Freezer 678,712,687 160,903,000 839,615,687 10% 198,134,348 56,102,984 254,237,332 585,378,354
Office Equipment 9,242,962 139,250 9,382,212 10% 2,449,449 686,314 3,135,763 6,246,449
Motor Vehicles 169,231,896 16,999,682 186,231,578 20% 92,765,039 16,993,340 109,758,378 76,473,200
Total as on 30.06.2023 1,534,380,136 179,279,377 1,713,659,513 493,162,885 109,830,405 602,993,290 1,110,666,223
Total as on 30.06.2022 1,377,424,500 156,955,635 1,534,380,136 390,841,217 102,321,668 493,162,885 1,041,217,250
Right of Use Assets

Plant and Machinery 4,079,499 4,079,499 10% 1,536,768 254,273 1,791,041 2,288,458
Freezer 324,745,500 324,745,500 10% 139,253,046 18,549,245 157,802,291 166,943,209
Motor Vehicles 67,662,134 67,662,134 20% 47,627,345 4,006,958 51,634,302 16,027,832
Office Space 10,897,101 10,897,101 20% 6,719,879 2,179,420 8,899,299 1,997,802
Total as on 30.06.2023 407,384,234 - 407,384,234 - 195,137,037 24,989,897 220,126,934 187,257,301
Total as on 30.06.2022 407,384,234 - 407,384,234 - 167,056,121 28,080,916 195,137,037 212,247,197
Intangible assets
Computer So�ware 3,608,633 180,000 3,788,633 50% 2,975,023 361,805 3,336,828 451,805
Total as on 30.06.2023 3,608,633 180,000 3,788,633 2,975,023 361,805 3,336,828 451,805
Total as on 30.06.2022 3,323,633 285,000 3,608,633 2,483,913 491,110 2,975,023 633,610
Grand Total as on 30.06.2023 1,945,373,003 179,459,377 2,124,832,380 691,274,945 135,182,107 826,457,052 1,298,375,328
Total as on 30.06.2022 1,788,132,367 157,240,635 1,945,373,003 560,381,251 130,893,694 691,274,945 1,254,098,057
Amount in Taka
Alloca�on of deprecia�on 30.06.2023
Manufacturing Overhead 34,926,149
Administra�ve Expenses 848,517
Marke�ng & Selling Expenses 99,407,440
Total 135,182,107

147
148
Schedule of Property, Plant & Equipment
As at 30 June 2022
Property, Plant & Equipment Annexure - A
Land & Land Development 84,361,490 - 84,361,490 0% - - - 84,361,490
Building & Civil Works 91,694,977 - 91,694,977 5% 21,888,455 3,490,326 25,378,781 66,316,196
Plant and Machinery 414,437,939 76,871,386 491,309,326 10% 140,186,111 31,268,752 171,454,863 319,854,462
Furniture and Fixtures 9,425,340 401,458 9,826,798 10% 2,241,998 738,407 2,980,405 6,846,393

Freezer 628,974,033 49,738,654 678,712,687 10% 147,500,014 50,634,335 198,134,348 480,578,338
Office Equipment 8,360,012 882,950 9,242,962 10% 1,743,667 705,782 2,449,449 6,793,513
Motor Vehicles 140,170,710 29,061,187 169,231,896 20% 77,280,972 15,484,066 92,765,039 76,466,858
Total as on 30.06.2022 1,377,424,500 156,955,635 1,534,380,136 390,841,217 102,321,668 493,162,885 1,041,217,250
Total as on 30.06.2021 1,200,619,949 176,804,551 1,377,424,500 - 296,327,876 94,513,342 390,841,217 986,583,283
Right of Use Assets

Plant and Machinery 4,079,499 4,079,499 10% 1,254,242 282,526 1,536,768 2,542,731
Freezer 324,745,500 324,745,500 10% 118,642,773 20,610,273 139,253,046 185,492,454
Motor Vehicles 67,662,134 67,662,134 20% 42,618,647 5,008,697 47,627,345 20,034,789
Office Space 10,897,101 10,897,101 20% 4,540,459 2,179,420 6,719,879 4,177,222
Total as on 30.06.2022 407,384,234 - 407,384,234 - 167,056,121 28,080,916 195,137,037 212,247,197
Total as on 30.06.2021 407,384,234 - 407,384,234 - 135,401,609 31,654,512 167,056,121 240,328,113
Intangible assets
Computer So�ware 3,323,633 285,000 3,608,633 50% 2,483,913 491,110 2,975,023 633,610
Total as on 30.06.2022 3,323,633 285,000 3,608,633 2,483,913 491,110 2,975,023 633,610
Total as on 30.06.2021 2,696,433 627,200 3,323,633 1,957,793 526,120 2,483,913 839,720
Grand Total as on 30.06.2022 1,788,132,367 157,240,635 1,945,373,003 560,381,251 130,893,694 691,274,945 1,254,098,057
Total as on 30.06.2021 1,610,700,616 177,431,751 1,788,132,367 433,687,278 126,693,974 560,381,251 1,227,751,116
Amount in Taka
Alloca�on of deprecia�on 30.06.2022
Manufacturing Overhead 33,818,179
Administra�ve Expenses 821,599
Marke�ng & Selling Expenses 96,253,915
Total 130,893,694

149
LOVELLO EVENTS & ACTIVATIONS

LOVELLO DAY & PARTNERS MEET 2023

Agreement Signing Ceremony between Lovello Ice-Cream and Walton

Congratula�ons to Prof. Shibli Rubayet ul Islam sir on his elec�on as

vice chairman for the Asia Pacific Regional Commi�ee of the IOSCO

Lovello Half Yearly Business Meet 2022

Lovello Half Yearly Business Meet 2022

Lovello Annual Dinner 2022

Lovello Annual Dinner 2022

Plot: 80, Road: 2, Banani (Chairman Bari), Dhaka-1213, Bangladesh
PROXY FORM
I/We .......................................................................................... of ...................................................................................
…………………………………….….. being a member of Taufika Foods And Lovello Ice-Cream PLC and en�tled to vote, do hereby appoint
Mr./Ms. ......................................................................... of ................................................................... as my/our Proxy to a�end
and vote on my/our behalf in the 12th Annual General Mee�ng (AGM) of the Company to be held on using Digital pla�orm on
Saturday, Dec 30, 2023 at 11.30 AM
As witness I put my/our hand(s) this .................. day of ................... 2023
REVENUE
STAMP
TK. 20.00
1. ................................................................. Signature of the PROXY
2. ................................................................. Signature of the Shareholder
Signature of the Shareholder

Folio/BO ID No
Note: This Proxy Form, duly completed, must be deposited at the Company’s Registered Office not later than 48 (forty-eight) hours before the
commencement of mee�ng. Proxy shall be invalid if not signed and stamped as explained above. Signature of the Shareholders should agree with
the Specimen Signature registered with the Company/Depository Par�cipants.

Plot: 80, Road: 2, Banani (Chairman Bari), Dhaka-1213, Bangladesh
ATTENDANCE SLIP
I/We hereby record my/our a�endance in the 12th Annual General Mee�ng (AGM) being held on using Digital pla�orm on Saturday,
Dec 30, 2023 at 11.30 AM or at any adjournment thereof.
Name of the Member/

Proxy (in Block Le�er)
Folio/BO ID No
Signature Verified by
Signature of the Shareholder/PROXY Authorized Signature of the Company
Note: Shareholders a�ending the mee�ng in person or by proxy are requested to complete the A�endance Slip and deposit the same at the
recep�on desk. Any friend or children accompanying with the honorable Member/ Shareholders/ Proxy will not be allowed to the mee�ng.


Plot #80, Road #2, Banani (Chairman Bari), Dhaka, Bangladesh
Tel: +88 02-9841286 - 8, FAX: +88 02 9841289
Email: info@taufikagroup.com
www.taufikagroup.com
lovelloIceCream taufika IceCream www.lovello.club

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ANNUAL REPORT

Company Name Logo

Incorporation Legal Status

Converted into Public Limited Company Incorporation & Reg. No.

Date of Listing Authorized Capital

Paid up Capital Registered oﬃce

Registered Oﬃce Telephone & FAX Corporate Oﬃce

Corporate Oﬃce Telephone & FAX Factory Address

Factory/Project Telephone & FAX Website

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 01

02 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Our yearly evalua�on of momentous subjects equips us with

At the core of this report lies our robust corporate gover-

Completeness: Our commitment to inclusivity extends to

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 03

02 BUSINESS ACTIVITIES & REVIEW

04 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 05

SECOND GENERATION LEADERS

06 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

With warm regards,

Da�n' Shamima Nargis Haque

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 07

1. To discuss about ma�ers arising out of the last minutes.

By order of the Board

Mohammad Didarul Alam, FCMA

08 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Annual Report for the year ended June 30, 2023

Mohammad Didarul Alam FCMA

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 09

Dato’ Engr. Md. Ekramul Haque Managing Director

Muhsinina Tauﬁka Ekram Director

Muhsinina Sharika Ekram Director

Ruhul Ameen M.Com, FCMA Independent Director

Opera�onal Management Team

Engr. Md. Kamruzzaman Chief Opera�ng Oﬃcer

Mustaque Ahmad Chief Financial Oﬃcer

Muhammad Razib Hasan Chief Strategic Oﬃcer

Mohammad Didarul Alam FCMA Company Secretary (Ac�ng)

Md. Moheuddin Sarder Head of Internal Audit

Muhsinina Tauﬁka Ekram Director, Member of the Commi�ee

Muhsinina Sharika Ekram., Member of the Commi�ee

Nomina�on and Remunera�on Commi�ee

Muhsinina Tauﬁka Ekram, Director, Member of the Commi�ee

Muhsinina Sharika Ekram. Member of the Commi�ee

* The company secretary shall act as the secretary of the Committee.

10 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Mercan�le Bank Ltd

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 11

Dear Esteemed Shareholders,

WE WISH TO CONVEY OUR

In the world of Lovello, we don't just make ice cream; we cra�

Even a�er much turmoil in recent years, we have successfully

In ﬁne, we wish to convey our insigh�ul thanks for your steadfast

In apprecia�on and kind regards,

Datoʹ Engr. Md. Ekramul Haque

Da�n’ Shamima Nargis Haque Dato’ Engr. Md. Ekramul Haque

Muhsinina Tauﬁka Ekram Muhsinina Sharika Ekram

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 17