Agricultural Marketing Company (PRAN) financial analysis: borrowings BDT 956.0m, FY2025 cash flow BDT 23.9m (Oct 2026)

AMCL (PRAN): operating cash flow BDT 23.9m in FY2025, bank borrowings BDT 956.0m, BDT 5,975.0m of guarantees given for sister concerns

Agricultural Marketing Company, the listed PRAN food and beverage maker, grew turnover from BDT 2,641.3m in FY2020 to BDT 3,490.7m in FY2025, with gross margin between 18.7% and 19.1% in every year. Financial expenses took 64.4% of FY2025 operating profit, bank borrowings rose to BDT 956.0m at June 2025 and operating cash flow fell to BDT 23.9m. DSE-announced FY2026 EPS was BDT 5.03 with a 32% cash dividend; the shares closed at BDT 206.4 on 29-Oct-2026.

Company · Analysis · 29 Oct 2026 · FY2020-FY2025 annual + Q1/H1 FY2026 statements + DSE-announced 9M and FY2026 EPS/NAV/NOCFPS · By AnalystBro Team · 25 min read

For information only, not investment advice. AnalystBro accepts no responsibility for decisions made on it. Full disclaimer.

Companies covered: BDTHAIFOOD, RDFOOD

Price (29-Oct-2026)BDT 206.4
52-week range (closes, 30-Oct-2025 to 29-Oct-2026)BDT 197.6-239.1
Market capBDT 1,651.2m
Shares8.0m (paid-up BDT 80.0m)
Sponsors & directors (30-Jun-2025)40.15% (note 10.1)
FY2025 EPS (audited)BDT 5.01
FY2026 EPS (DSE-announced)BDT 5.03
NAV per share (30-Jun-2026, DSE, with revaluation)BDT 165.66
P/E on FY2026 EPS41.0x
FY2026 recommended dividend32% cash (BDT 3.20 per share)
Bank borrowings (30-Jun-2025)BDT 956.0m
Fiscal year end30 June
Auditor FY2025S. F. Ahmed & Co. (unmodified opinion, emphasis of matter)
Credit rating (CRISL)AA- long term, ST-3 short term, stable outlook
Next eventRecord date 17-Nov-2026; AGM 24-Dec-2026 (DSE)

Investment considerations: turnover BDT 3,490.7m and profit BDT 40.1m in FY2025; borrowings BDT 956.0m

Agricultural Marketing Company Limited (AMCL) was incorporated on 15 May 1985, converted into a public limited company on 22 June 1993 and went public in 1996; its shares are listed on the Dhaka and Chittagong stock exchanges under the code AMCL(PRAN) [1 p.96] [1 p.6]. Note 1.2 states that the company 'is engaged in manufacturing and marketing of various food products and to import, export, buy, sell and deal in raw materials' [1 p.96]. The industrial unit is at Ghagra, Ghorashal, Narsingdi [1 p.96]. The annual report describes AMCL as 'One of the group's long-established sister concerns' of PRAN-RFL Group [1 p.6]. The company has 8,000,000 shares of Tk. 10 each and a fiscal year ending 30 June [1 p.107].

Turnover was BDT 3,490.7m in FY2025, 5.6% above FY2024, and profit after tax was BDT 40.1m, EPS BDT 5.01 [1 p.93] [17]. Operating profit was BDT 252.8m and financial expenses BDT 162.7m [1 p.93]. Bank borrowings were BDT 956.0m at 30-Jun-2025: a term loan of BDT 88.8m from Commercial Bank of Ceylon and short term credit facilities of BDT 867.2m from nine banks [1 p.111]. Net cash from operating activities was BDT 23.9m [1 p.95]. The statements of changes in equity show cash dividends of Tk. 25,600,000 for each of 2021-22, 2022-23 and 2023-24, and the board recommended 32% (Tk. 25,600,000) for 2024-25 [2 p.89] [1 p.108] [1 p.122].

The FY2026 annual report (year to 30-Jun-2026) is not in the corpus at 1-Nov-2026. The board met on 26-Oct-2026 and DSE posted EPS of Tk. 5.03, 'NAV per share with revaluation of Tk. 165.66' and NOCFPS of Tk. 35.95, with a 32% cash dividend, record date 17.11.2026 and AGM on 24.12.2026 [10]. Those figures are used here and labelled as DSE-announced. The interim statements for the quarter to 30-Sep-2025 and the half year to 31-Dec-2025 are in the corpus [6 p.2] [7 p.2]; the nine-month statements to 31-Mar-2026 are in the corpus as a scanned file, read from the page images [8 p.2].

Strengths in the filings

  • Turnover grew in each year FY2021-FY2025, by 2.3% to 11.6% a year [17].
  • Gross margin was between 18.7% and 19.1% in each year FY2020-FY2025 [17].
  • Export sales were Tk. 324,774,723 (US$ 2,714,415) in FY2025 and Tk. 147,446,541 (US$ 1,340,636) in FY2024 [1 p.122].
  • Profit after tax was between BDT 40.1m and BDT 45.6m in each year FY2020-FY2025 [17].
  • Trade receivables were BDT 129.3m at 30-Jun-2025, none aged more than 12 months [1 p.105].
  • CRISL rated the company 'AA-' long term and 'ST-3' short term with a stable outlook, posted on DSE on 21-Dec-2025 [10].

Weaknesses in the filings

  • Financial expenses were 59.8% to 65.6% of operating profit in each year FY2020-FY2025 [17].
  • Bank borrowings rose from BDT 790.3m to BDT 956.0m in FY2025; Commercial Bank of Ceylon held 77.6% of them at 30-Jun-2025 [1 p.111] [17].
  • Net cash from operating activities was BDT 23.9m in FY2025; interest paid was BDT 159.2m and dividends paid BDT 25.7m [1 p.95].
  • Corporate guarantees given for related parties were Taka 597.50 crore at 30-Jun-2025 [1 p.120].
  • The auditor's emphasis of matter states that land, buildings, machinery and vehicles were revalued 'on 10 December 1996' [1 p.87].
  • DSE moved the shares to 'Z' category from 5-Feb-2026 'regarding non-disbursement of the approved dividend within the stipulated time frame'; a later post states the company 'will remain in the same category, i.e., "A Category."' [10].
Exhibit 1Key figures, FY2020-FY2025
ItemFY2020FY2021FY2022FY2023FY2024FY2025
Turnover2,641.32,948.93,153.73,226.43,306.13,490.7
Gross profit494.1556.3596.2616.6632.1667.6
Operating profit198.0220.8227.1226.3239.2252.8
Financial expenses129.8132.0141.6145.7154.6162.7
Profit after tax45.643.044.943.344.140.1
EPS as printed (BDT)5.705.375.625.425.515.01
Bank borrowings at 30 June—596.3625.2615.4790.3956.0
Net cash from operating activities—169.8156.6195.497.923.9
Source: AR2021 p.64 [5]; AR2022 p.65-68 [4]; AR2023 p.78-81 [3]; AR2024 p.87-90 [2]; AR2025 p.92-95 [1]; model [17] · BDT mn, rounded to one decimal from taka. Year to 30 June. Bank borrowings = term loan (including current portion) + short term credit facilities, at 30 June. FY2020 balance-sheet and cash-flow figures are not used.

Business: PRAN juices, drinks, water and confectionery; export line 9.7% of FY2025 turnover

The directors' report lists the brands: Juice, Drinks & others include 'PRAN Fruit Juice, PRAN Mango Juice, PRAN Orange Flavour, PRAN Litchi Flavour, PRAN Orange Plus, PRAN Mango Plus, Robust, PRAN Rose Water, PRAN Synthetic Vinegar, Total Milk Tea, Safe Tasty Salted, Kofi House'; Mineral Water includes 'PRAN Drinking Water'; Soft Drinks include 'Maxx Lemon, PRAN Maxx Cola, Maxx Orange, Braver, Bulldozer, Cheer Up' [1 p.42]. Note 41 adds 'Ice Pop, Candy, Robust and Others', including 'PRAN Choco Choco, Milky Stick King, Fruto Toffee, PRAN Frooto Candy and others' [1 p.122]. The 'About us' page states that AMCL uses 'raw materials sourced directly through the group's contract-farming programs' and handles packaging 'across multiple formats (Tetra Pak, PET, glass, cans)' [1 p.6].

Note 41 prints capacity and production in pieces or packets of different sizes. Juice, drinks and others: capacity 279,212,000, production 132,878,908, utilisation 47.59%; mineral water 70.02%; soft drinks 61.26%; ice pop, candy, Robust and others 82.08% [1 p.121]. The directors' report states 'This year production capacity was same' [1 p.41]. The filings give no price or volume split of turnover and no turnover by product group.

Exhibit 2Capacity and production, FY2025
Item (as printed)CapacityProduction% of utilization
Juice, Drinks & Others279,212,000132,878,90847.59%
Mineral Water33,830,00023,689,04670.02%
Soft Drinks13,650,0008,361,51661.26%
Ice Pop, Candy, Robust and Others31,720,00026,036,78182.08%
Source: AR2025 p.121 note 41 (image) [1]; model [17] · Pieces/packets of different sizes, as printed. Utilisation as printed; recomputed in code from the printed capacity and production, equal in every row.

Turnover is reported in two parts. Local sales net of VAT and supplementary duty were BDT 3,150.3m in FY2025 and BDT 3,113.2m in FY2024; the export line, which includes cash incentive, was BDT 340.3m and BDT 192.9m [1 p.113]. The export line was 9.7% of FY2025 turnover and 5.8% of FY2024 turnover (derived) [17]. Cash incentive was BDT 15.6m in FY2025 and BDT 45.5m in FY2024 [1 p.113]. The directors' report states 'This year the export earning was Tk 34.03 cr' and that the company 'was able to earn greater revenues from previous year in foreign exports' [1 p.41]. The chairman's profile describes PRAN-RFL as 'exporting to more than 145 countries worldwide' [1 p.16] and the performance page prints 'Export over 145 countries' [1 p.8].

Exhibit 3Turnover: local and export, FY2024 and FY2025
Line (as printed)FY2024FY2025
Sales with VAT & SD (local)3,677.93,798.3
Less: VAT-473.5-533.1
Less: Supplementary Duty-91.2-114.8
Sales- Local (net)3,113.23,150.3
Export147.4324.8
Cash Incentive45.515.6
Sales-Export192.9340.3
Turnover3,306.13,490.7
Export line / turnover (derived)5.8%9.8%
VAT + SD / local sales with VAT & SD (derived)15.3%17.1%
Source: AR2025 p.113 note 23, p.122 note 42 [1]; model [17] · BDT mn. The turnover row is the sum of the local and export rows and equals printed turnover. VAT and SD are deducted from local sales with VAT & SD to give net local sales.

Annexure-2 splits the FY2025 profit and loss account between export and local. Export gross margin was 17.2% and local 19.3%; surplus was BDT 3.9m on export and BDT 36.2m on local sales [1 p.124] [17]. Note 39 prints 1,903 permanent employees at 30-Jun-2025 (1,038 head office, 865 plant) and 1,877 a year earlier [1 p.121].

Exhibit 4FY2025 profit and loss by market (Annexure-2)
LineExportLocalTotal
Sales340.33,150.33,490.7
Cost of goods sold-281.8-2,541.2-2,823.0
Gross profit58.5609.1667.6
Expenses-31.6-383.2-414.8
Operating profit26.9225.9252.8
Financial expenses-12.8-149.9-162.7
Other income / (loss)-5.30.2-5.1
Contribution to WPPF & WF-0.4-3.6-4.0
Provision for income tax-4.5-36.4-40.8
Surplus for the year3.936.240.1
Gross margin17.2%19.3%19.1%
Source: AR2025 p.124 Annexure-2 [1]; model [17] · BDT mn. Each total column is the sum of export and local as printed. Expenses are administrative, marketing, selling and distribution.

Income statement: turnover up in every year to BDT 3,490.7m; gross margin 18.7%-19.1%

Turnover was BDT 2,641.3m in FY2020, BDT 2,948.9m in FY2021, BDT 3,153.7m in FY2022, BDT 3,226.4m in FY2023, BDT 3,306.1m in FY2024 and BDT 3,490.7m in FY2025 [5 p.64] [3 p.79] [2 p.88] [1 p.93]. Annual growth was 11.6%, 6.9%, 2.3%, 2.5% and 5.6% [17]. The directors' report table prints FY2025 revenue growth of 5.56% [1 p.42]; the management's discussion prints 'net turnover for the year 2025 increased by 5.58%' and states 'The growth was primarily driven by higher volume' [1 p.71].

Exhibit 5Statement of profit or loss, FY2020-FY2025
LineFY2020FY2021FY2022FY2023FY2024FY2025
Turnover2,641.32,948.93,153.73,226.43,306.13,490.7
Cost of goods sold-2,147.2-2,392.5-2,557.5-2,609.8-2,674.0-2,823.0
Gross profit494.1556.3596.2616.6632.1667.6
Administrative expenses-65.8-72.4-78.6-85.2-86.3-91.4
Marketing expenses-93.2-103.8-111.6-113.8-102.8-107.8
Selling expenses-44.8-52.1-62.1-68.5-74.0-80.5
Distribution expenses-92.4-107.2-116.8-122.8-129.7-135.1
Operating profit198.0220.8227.1226.3239.2252.8
Financial expenses-129.8-132.0-141.6-145.7-154.6-162.7
Other income / (loss)4.1-0.29.312.8-18.0-5.1
WPPF & welfare funds-3.4-4.2-4.5-4.4-3.9-4.0
Profit before taxation68.884.390.388.962.880.9
Current tax-25.5-42.9-46.9-45.2-16.0-42.3
Deferred tax2.31.61.5-0.4-2.71.5
Profit after tax45.643.044.943.344.140.1
Source: AR2021 p.64 [5]; AR2023 p.79 [3]; AR2024 p.88 [2]; AR2025 p.93 [1]; model [17] · BDT mn. Profit before taxation recomputed from the printed lines equals the printed figure in every year (within BDT 0.01m rounding). Deferred tax shown as printed: a positive figure is a deferred tax income.

Gross margin was 18.7% in FY2020 and 19.1% in FY2025 [17]. Operating margin was 7.5% in FY2020, 7.0% in FY2023 and 7.2% in FY2025 [17]. Distribution expenses rose from 3.5% to 3.9% of turnover and selling expenses from 1.7% to 2.3%; marketing expenses were 3.5% in FY2020 and 3.1% in FY2025 [17]. Net margin was 1.7% in FY2020 and 1.1% in FY2025 [17].

Exhibit 6Margins and cost ratios, FY2020-FY2025
RatioFY2020FY2021FY2022FY2023FY2024FY2025
Turnover growthn/a11.7%7.0%2.3%2.5%5.6%
Gross margin18.7%18.9%18.9%19.1%19.1%19.1%
Administrative / turnover2.5%2.5%2.5%2.6%2.6%2.6%
Marketing / turnover3.5%3.5%3.5%3.5%3.1%3.1%
Selling / turnover1.7%1.8%2.0%2.1%2.2%2.3%
Distribution / turnover3.5%3.6%3.7%3.8%3.9%3.9%
Operating margin7.5%7.5%7.2%7.0%7.2%7.2%
Financial expenses / turnover4.9%4.5%4.5%4.5%4.7%4.7%
Financial expenses / operating profit65.6%59.8%62.3%64.4%64.6%64.3%
Net margin1.7%1.5%1.4%1.3%1.3%1.1%
Operating profit / financial expenses (x)1.531.671.601.551.551.55
Source: Model, Income statement sheet [17]

Total tax was 33.8% of profit before tax in FY2020, 29.8% in FY2024 and 50.5% in FY2025 [17]. Note 31.1 computes FY2025 current tax as the higher of regular tax, minimum tax at 1.00% of sales and AIT on export: local minimum tax of Tk. 31,503,457 and export AIT of Tk. 4,070,436, plus Tk. 35,105 on other income, Tk. 35,608,998 in all [1 p.115]. A prior-year adjustment of Tk. 6,684,352 brings current tax to Tk. 42,293,350; the FY2024 prior-year adjustment was Tk. (9,045,034) [1 p.115]. Note 32 states that EPS 'declined compared to the previous year, primarily due to a higher tax expenses imposed during the current year' [1 p.116].

Exhibit 7Tax lines, FY2020-FY2025
LineFY2020FY2021FY2022FY2023FY2024FY2025
Profit before taxation68.884.390.388.962.880.9
Current tax-25.5-42.9-46.9-45.2-16.0-42.3
Deferred tax2.31.61.5-0.4-2.71.5
Total tax / profit before tax33.8%49.0%50.3%51.3%29.8%50.5%
Profit after tax45.643.044.943.344.140.1
Source: As in the P&L exhibit; AR2025 p.115 note 31 [1]; model [17] · BDT mn. FY2025 current tax = provision for the year Tk. 35,608,998 + prior-year adjustment Tk. 6,684,352 (note 31).

Line items: materials 71.1% of turnover; interest on working capital BDT 159.2m in FY2025

Materials consumed were BDT 2,483.0m in FY2025 and BDT 2,341.0m in FY2024, 71.1% and 70.8% of turnover (derived) [1 p.113] [17]. Factory overhead was BDT 347.6m, of which power and fuel BDT 131.0m (BDT 118.7m in FY2024), salaries, allowances and wages BDT 140.7m (BDT 154.1m) and depreciation BDT 25.8m [1 p.113] [1 p.114]. Raw materials at 30-Jun-2025 were raw and chemical materials Tk. 427,432,661, packing materials Tk. 418,884,008 and store and spares Tk. 8,548,653 [1 p.104]. The directors' report states that 'Costs of other raw materials for packaging like resin, tetra packs foil etc. along with shipping cost increased substantially' and that management 'tried to avoid hiking of price of our consumer goods' [1 p.41].

Exhibit 8Cost of goods sold build-up, FY2024 and FY2025
Line (as printed)FY2024FY2025
Materials Consumed2,341.02,483.0
Factory Overhead345.1347.6
of which Power & Fuel118.7131.0
of which Salaries, Allowances & Wages154.1140.7
of which Depreciation25.225.8
Materials + overhead (derived)2,686.12,830.6
Total COGS2,674.02,823.0
Materials consumed / turnover70.8%71.1%
Source: AR2025 p.113-114 note 24 [1]; model [17] · BDT mn. Materials consumed + factory overhead is the cost before the change in work in process and finished goods; total COGS as printed.

Marketing expenses include advertisement of BDT 57.9m in FY2025 and BDT 54.1m in FY2024 [1 p.114]. Distribution expenses include carriage outwards and loading of BDT 56.4m and freight and forwarding of BDT 7.4m [1 p.115]. Selling expenses include salaries and allowances of BDT 65.0m and sales incentive of BDT 7.1m [1 p.114]. Note 40 states that 'No compensation/ perquisite was allowed by the Company to the Directors' and that board attendance fees are Tk. 1,500 per director per meeting, 'But no meeting fee was drawn' [1 p.121].

Financial expenses were BDT 162.7m in FY2025: interest on working capital loan BDT 159.2m, interest on lease obligation BDT 0.4m and bank charges BDT 3.0m [1 p.115]. Interest paid in the cash flow statement was BDT 159.2m [1 p.95]. Financial expenses were 4.9% of turnover in FY2020 and 4.7% in FY2025 [17]. Note 36.5 states that 'local currency loans are not significantly affected by fluctuations in interest rates, as the rates are below market rates' [1 p.118].

Exhibit 9Financial expenses and interest paid, FY2021-FY2025
ItemFY2021FY2022FY2023FY2024FY2025
Financial expenses (P&L)132.0141.6145.7154.6162.7
Interest paid (cash flow)128.1137.1141.3150.5159.2
Bank borrowings at 30 June596.3625.2615.4790.3956.0
Financial expenses / turnover4.5%4.5%4.5%4.7%4.7%
Source: AR2022 p.66, 68 [4]; AR2023 p.79, 81 [3]; AR2024 p.88, 90 [2]; AR2025 p.93, 95, 115 [1]; model [17] · BDT mn. Interest paid is the financing-section line of each cash flow statement; FY2022 as reprinted in AR2023 (AR2022 printed 137.8).

Other income was a loss of BDT 5.1m in FY2025 and BDT 18.0m in FY2024 [1 p.93]. Note 30 shows realised exchange losses of BDT 5.9m and BDT 6.8m and un-realised exchange losses of BDT 0.8m and BDT 12.9m in the two years [1 p.115]. Note 36.4 states that the company 'has not entered into any derivative instruments to hedge its foreign currency risk' [1 p.118].

FY2026 to date: DSE-announced EPS BDT 5.03, NOCFPS BDT 35.95, NAV with revaluation BDT 165.66

Quarter to 30-Sep-2025 (statements in the corpus): turnover Taka'000 1,006,596 against 850,451, net profit after tax 13,628 against 13,723, EPS 1.70 against 1.72, NAV per share 94.66 [6 p.2] [6 p.3]. Half year to 31-Dec-2025: turnover Taka'000 2,030,399 against 1,751,905, a rise of 15.9% (derived); financial expenses 85,219 against 75,081; net profit after tax 27,313 against 28,317; EPS 3.41 against 3.54 [7 p.2] [17]. Short term loan from bank was Taka'000 818,286 and cash 46,659 at 31-Dec-2025 [7 p.3].

Nine months to 31-Mar-2026 (statements, read from the page images): turnover Taka'000 2,988,459 against 2,638,852; financial expenses 128,897 against 116,004; net profit after tax 37,954 against 39,420; EPS 4.74 against 4.93 [8 p.2]. NOCFPS was 35.91 against 16.39 and NAV per share 94.50 at 31-Mar-2026; short term credit facilities were Taka'000 880,689 and cash 30,687 [8 p.4] [8 p.3]. Year to 30-Jun-2026 (DSE post of 27-Oct-2026): EPS Tk. 5.03 against 5.01, NOCFPS Tk. 35.95 against 2.98 and 'NAV per share with revaluation of Tk. 165.66' against Tk. 92.88 [10]. On 8.0m shares those are profit of about BDT 40.2m and equity of about BDT 1,325.3m (derived) [17]. The H1 FY2026 notes state that 'The company has planned to carry out a revaluation of its property, plant and equipment in the upcoming quarter' [7 p.12]; the FY2026 accounts with the revaluation detail are not in the corpus at 1-Nov-2026.

Exhibit 10FY2026 interim and annual figures
ItemQ1 (Jul-Sep 2025)H1 (Jul-Dec 2025)9M (Jul 2025-Mar 2026), statementsFY2026 (DSE)
EPS, cumulative1.703.414.745.03
EPS, same period FY20251.723.544.935.01
NOCFPS, cumulative15.5223.8135.9135.95
NAV per share at period end94.6693.1794.50165.66
Profit implied (BDT mn, derived)13.627.337.940.2
Equity implied (BDT mn, derived)757.3745.4756.01,325.3
Source: Q1 statements p.2-3 [6]; H1 statements p.2-3 [7]; 9M statements p.2-4 (images) [8]; DSE news 27-Oct-2026 [10]; model [17] · BDT per share. Q1, H1 and 9M from the statements; FY2026 from the DSE post (audited per the post, report not in the corpus). FY2026 NAV is 'with revaluation'. Profit and equity derived on 8.0m shares.
Exhibit 11Half year to 31-Dec-2025 against 31-Dec-2024
LineH1 FY2025H1 FY2026
Turnover1,751.92,030.4
Cost of goods sold-1,420.9-1,646.2
Operating profit before financial expenses113.1138.6
Financial expenses-75.1-85.2
Other income2.0-3.9
Income tax-9.8-19.6
Net profit after tax28.327.3
Gross margin18.9%18.9%
Financial expenses / turnover4.3%4.2%
Source: H1 statements p.2-3 [7]; model [17] · BDT mn from Taka'000 as printed. Tax is the printed provision (current tax less deferred tax income).

Balance sheet: bank borrowings BDT 956.0m (1.29x equity); inventories BDT 914.5m

Total assets were BDT 1,799.0m at 30-Jun-2025: inventories BDT 914.5m, advances, deposits and prepayments BDT 458.3m, property, plant and equipment BDT 272.2m, trade receivables BDT 129.3m and cash BDT 21.1m [1 p.92]. Equity was BDT 743.0m, 41.3% of total assets; it was 49.0% at 30-Jun-2021 [17]. Bank borrowings were 0.89x equity at 30-Jun-2021 and 1.29x at 30-Jun-2025, and 3.78x FY2025 operating profit [17].

Exhibit 12Statement of financial position, 30 June 2021-2025
LineJun-2021Jun-2022Jun-2023Jun-2024Jun-2025
Property, plant & equipment230.0196.1189.1298.4272.2
Inventories591.9645.7755.8853.3914.5
Trade receivables175.5206.593.750.9129.3
Advances, deposits & prepayments334.8334.5333.1416.9458.3
Cash & cash equivalents37.550.421.218.221.1
Total assets (as printed)1,375.11,442.61,439.81,642.01,799.0
Shareholders' equity (as printed)673.4692.7708.7727.2743.0
Term loan (non-current)0.00.00.0105.567.6
Current portion of term loan0.00.00.00.021.2
Short term credit facilities596.3625.2615.4684.8867.2
Trade payable30.021.819.84.45.9
Provision / liabilities for expenses22.257.350.583.264.5
Total liabilities (as printed)701.7749.9731.1914.81,055.9
NAV per share as printed (BDT)84.1786.5988.5990.9092.88
Source: AR2022 p.65 [4]; AR2023 p.78 [3]; AR2024 p.87 [2]; AR2025 p.92 [1]; model [17] · BDT mn. Jun-2024 term loan and short term credit as reprinted in AR2025 (AR2024 printed 91.8 and 698.5; both printings total 790.3). Lease liability is the sum of the current and non-current lines. Rows are selected lines; totals as printed.

The term loan from Commercial Bank of Ceylon was Tk. 88,806,985 at 30-Jun-2025, of which Tk. 21,234,996 current [1 p.111]. Short term credit facilities of Tk. 867,207,575 were spread across nine banks; Commercial Bank of Ceylon held Tk. 653,115,509, against Tk. 52,998,842 a year earlier [1 p.111]. Note 17 states: 'The loans are secured by a common charge over the Company's current assets, which serve as security to all consortium banks equally' [1 p.111]. The AR2024 balance sheet printed the June 2024 term loan as Tk. 91,757,500 (non-current) and short term credit as Tk. 698,525,856 [2 p.87]; AR2025 reprints them as Tk. 105,454,106 and Tk. 684,829,250 [1 p.92]. Both printings total BDT 790.3m.

Exhibit 13Bank borrowings by lender, 30-Jun-2024 and 30-Jun-2025
Lender (as printed)Jun-2024Jun-2025
Commercial Bank of Ceylon53.0653.1
Standard Chartered Bank246.294.2
City NA0.068.6
State Bank of India80.825.2
Bank Asia Ltd.154.912.0
Mercantile Bank Ltd7.79.3
Bangladesh Krishi Bank79.05.0
HSBC38.60.4
IFIC Bank Ltd.24.7-0.5
Short term credit facilities684.8867.2
Term loan, Commercial Bank of Ceylon105.588.8
Commercial Bank of Ceylon share of bank borrowings20.1%77.6%
Source: AR2025 p.111 notes 16-17 [1]; model [17] · BDT mn. The short term total row is the sum of the nine bank rows and equals the printed note 17 total (within BDT 0.01m rounding); IFIC Bank shows a credit balance at Jun-2025. 'City NA' as printed.

Inventories were BDT 591.9m at 30-Jun-2021 and BDT 914.5m at 30-Jun-2025, 90 and 118 days of cost of goods sold [17]. At 30-Jun-2025 they comprised raw materials Tk. 854,865,322, work in process Tk. 10,037,854 and finished goods Tk. 49,555,396 [1 p.104]. The inventory key audit matter describes inventory as 'about 51% of total assets' [1 p.89].

Trade receivables were BDT 50.9m at 30-Jun-2024 and BDT 129.3m at 30-Jun-2025: Tk. 78,945,525 less than 6 months and Tk. 50,381,633 between 6 and 12 months [1 p.105]. Note 7 states that 'The increase in trade receivables during the last three months is primarily due to higher export sales' [1 p.104]. Advances, deposits and prepayments of BDT 458.3m include advance against income tax of Tk. 247,091,707, VAT Tk. 67,818,759 and merchandise in transit Tk. 52,349,453 [1 p.105].

Exhibit 14Working capital, leverage and returns, FY2021-FY2025
RatioFY2021FY2022FY2023FY2024FY2025
Receivable days (on turnover)222411614
Inventory days (on COGS)9092106116118
Inventories / total assets43.0%44.8%52.5%52.0%50.8%
Bank borrowings / equity (x)0.890.900.871.091.29
Bank borrowings / operating profit (x)2.702.752.723.303.78
Equity / total assets49.0%48.0%49.2%44.3%41.3%
ROEn/a6.6%6.2%6.1%5.5%
Operating profit / (equity + bank borrowings)n/a17.6%17.1%16.8%15.7%
Asset turn (x)n/a2.242.242.152.03
Source: Model, Balance sheet sheet [17] · Days on closing balances. ROE and the return on equity + borrowings use averages of opening and closing balances (from FY2022).

Note 14 discloses a correction: 'deferred tax on revaluation of land had previously been calculated on the total revalued amount of the land instead of the revaluation surplus. As a result, the Deferred Tax Liability had been overstated and the Revaluation Surplus had been understated', corrected 'In compliance with the requirements of IAS 8' [1 p.108]. The deferred tax income taken to equity was Tk. 1,326,246 in FY2025 [1 p.107].

Cash flow: BDT 643.6m from operations and BDT 716.4m of interest paid over FY2021-FY2025

Net cash from operating activities was BDT 169.8m in FY2021, BDT 156.6m, BDT 195.4m, BDT 97.9m and BDT 23.9m in FY2025 [4 p.68] [3 p.81] [2 p.90] [1 p.95]. Over FY2021-FY2025 operating cash flow totalled BDT 643.6m, interest paid BDT 716.4m, PPE and CWIP outflows BDT 145.5m (from taka: 1,085,900 + 46,065,008 + 98,299,463; FY2021 printed investing total was a BDT 0.4m inflow) and dividends paid BDT 132.8m [17]. The company shows interest paid in financing activities; operating cash flow plus investing less interest paid was BDT -150.9m in FY2024 and BDT -135.4m in FY2025 (derived) [17].

Exhibit 15Cash flow, FY2021-FY2025
LineFY2021FY2022FY2023FY2024FY2025
Cash received from customers3,276.93,573.53,842.33,894.24,053.6
Cash paid to suppliers-2,037.2-2,275.9-2,369.3-2,441.9-2,535.1
Income tax paid-37.3-40.4-45.0-57.7-67.4
Cash paid to employees & others-1,032.6-1,100.6-1,232.6-1,296.7-1,427.2
Net cash from operating activities169.8156.6195.497.923.9
Investing: PPE and CWIP only (FY2021 printed total 0.4 inflow)0.0-1.1-46.1-98.30.0
Short term loans (net)-56.428.9-9.883.1182.4
Long term loans (net)0.00.00.091.8-16.6
Interest paid-128.1-137.1-141.3-150.5-159.2
Dividend paid-25.0-31.7-25.2-25.2-25.7
NOCFPS as printed (BDT)21.2319.5824.4312.242.98
Source: AR2022 p.68 [4]; AR2023 p.81 [3]; AR2024 p.90 [2]; AR2025 p.95 [1]; model [17] · BDT mn. FY2022 as reprinted in AR2023 (AR2022 printed investing (7.4), interest paid (137.8) and financing (136.6)). Operating cash flow recomputed from the four printed lines equals the printed figure.

Note 33 explains the FY2025 fall in NOCFPS: 'increased export sales in the last three months, outstanding collection have risen, and also over payment to suppliers, income tax & employees and others as compared to previous year' [1 p.116]. The reconciliation in note 35 shows inventories absorbing BDT 61.1m, trade receivables BDT 78.4m and advances, deposits and prepayments BDT 41.4m in FY2025 [1 p.116]. Operating cash flow was 3.95x profit after tax in FY2021 and 0.60x in FY2025 [17].

Dividends paid were 57.2% to 70.6% of profit after tax in each year FY2021-FY2025 [17]. The dividend policy lists 'Profitability of the current year', 'Availability and Liquidity of Funds' and 'Cost of raising funds from alternate sources and cost of debt' among the internal factors [1 p.63]. The directors' report states: 'no stock dividend or bonus share has been declared during the year or shall be declared in future as interim dividend' [1 p.42].

Exhibit 16Cash conversion and payout, FY2021-FY2025
RatioFY2021FY2022FY2023FY2024FY2025
Operating cash flow / profit after tax (x)3.953.494.512.220.60
Dividend paid / profit after tax58.1%70.6%58.2%57.2%64.0%
Operating cash flow + investing + interest paid (BDT mn)41.718.48.0-150.9-135.4
Interest paid / financial expenses97.1%96.8%97.0%97.4%97.9%
Source: Model, Cash flow sheet [17]

Note 38(ii)(a) lists corporate guarantees issued under board resolution in favour of banks on behalf of sister companies, Taka 597.50 crore in total [1 p.120]; note 37.1 states 'The Company has corporate guarantee as commitment amounting Taka 597,50 (Crore) as at 30 June 2025' [1 p.119]. That is BDT 5,975.0m, 8.0x equity at the same date (derived) [17]. Note 38(ii)(b) lists guarantees received from related parties of Taka 634.00 crore [1 p.120]. The AGM notice includes the agenda item 'To approve mutual transactions of temporary loans and/or corporate guarantee with sister concerns' [1 p.36].

Exhibit 17Corporate guarantees issued and received, 30-Jun-2025
DirectionIn favour ofOn behalf ofTaka crore
IssuedHongkong & Shanghai Banking CorporationPran Agro Ltd.230.00
IssuedStandard Chartered BankPran Dairy Ltd.80.00
IssuedStandard Chartered BankPran Dairy Ltd.77.50
IssuedCiti Bank NAPran Foods Ltd.210.00
Issued, total——597.50
ReceivedHongkong & Shanghai BankingHabigonj Agro Ltd.52.00
ReceivedStandard Chartered BankPran Dairy Ltd200.00
ReceivedBank AsiaProperty Development235.00
ReceivedCiti Bank NAPran Foods Ltd80.00
ReceivedBangladesh Krishi bankPran Foods Ltd15.00
ReceivedHongkong & Shanghai BankingPran Foods Ltd52.00
Received, total——634.00
Source: AR2025 p.119-120 notes 37-38 [1]; model [17] · Taka crore as printed (1 crore = BDT 10m). Totals computed in code from the rows and equal the printed totals 597.50 and 634.00. The purpose column is printed for the issued guarantees.

Note 38(ii)(c) lists 'Expenses/Purchase' transactions with six sister concerns, with no outstanding balance at either year end: Pran Dairy Ltd. Taka 44.54 crore, Pran Foods Ltd. 40.41 crore, Pran Agro Ltd. 28.90 crore, Habigonj Agro Ltd. 22.77 crore, Mymensing Agro Ltd. 14.83 crore and Banga Building Materials 0.51 crore in FY2025 [1 p.121]. The total is BDT 1,519.6m in FY2025 and BDT 1,534.0m in FY2024, 43.5% of FY2025 turnover (derived) [17]. Note 38(i) lists the holdings of the directors in group companies: Mr. Ahsan Khan Chowdhury holds 96.93% of PRAN Foods Ltd., 82.64% of PRAN Dairy Ltd., 39.99% of PRAN Agro Ltd. and 23.34% of Property Development Ltd. [1 p.119].

Exhibit 18Related-party purchases and expenses by sister concern
Name of the Company (as printed)FY2024FY2025
Banga Building Materials0.410.51
Pran Agro Ltd.28.6328.90
Pran Dairy Ltd.57.2144.54
Pran Foods Ltd.28.7640.41
Habigonj Agro Ltd.33.3822.77
Mymensing Agro Ltd.5.0114.83
Total153.40151.96
Source: AR2025 p.121 note 38(ii)(c) (image) [1]; model [17] · Taka crore as printed; outstanding value '-' at 30-Jun-2024 and 30-Jun-2025. Totals computed in code.

Audit: unmodified FY2024 and FY2025 opinions with an emphasis of matter on the 1996 revaluation

The FY2025 auditor is S. F. Ahmed & Co., Chartered Accountants (engagement partner Md. Enamul H Choudhury, FCA), report dated 26 October 2025 [1 p.91]. The Opinion section reads: 'We have audited the financial statements of Agricultural Marketing Company Limited (the "company") which comprise the statement of financial position as at 30 June 2025 and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies In our opinion, the accompanying financial statements give a true and fair view of the financial position of the company as at 30 June 2025 and of its financial performance and its cash flows for the year ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 2020 and other applicable laws and regulations.' [1 p.87] The basis for opinion reads: 'We conducted our audit in accordance with International Standards on Auditing (ISAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and, we have fulfilled our other ethical responsibilities in accordance with the IESBA Code and the Institute of Chartered Accountants of Bangladesh (ICAB) Bye Laws. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.' [1 p.87]

The FY2025 emphasis of matter reads in full: 'We draw attention to Note-5 and Annexure-1 of the financial statements, which disclose the carrying amount of property, plant, and equipment (PPE) as of 30 June 2025, amounting to Taka 272,203,149, out of which the revalued amount represents Taka 15,149,578. The company had revalued its land, factory building, machinery & equipment and vehicles on 10 December 1996, and subsequent increases in the net carrying amount were recognized in their respective years as additions to valuation. As per IAS 16.31 and IAS 16.34, those assets under the revaluation model should be revalued with sufficient regularity (i.e in every three or five years) to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. Our opinion is not modified in respect of this matter.' [1 p.87] The FY2025 report contains no other-matter paragraph [1 p.87] [1 p.90] [1 p.91].

Exhibit 19FY2025 key audit matters, in full
Key audit matter (heading as printed)Risk (as printed)How our audit addressed the key audit matters (as printed)
Revenue recognitionRevenue recognition has significant and wide range of influence on financial statements. The accompanying financial statements of the company reported revenue for the year ended 30 June 2025 of Taka 3,490,680,591. The company is engaged in manufacturing and marketing of various food products across a number of geographical areas in Bangladesh and outside Bangladesh. We have specifically focused to cut-off and occurrence for revenue recorded within 30 June 2025. Pressures to meet stakeholders' expectations could provide incentives to record revenues where controls of the goods have not passed. Under IFRS 15, revenue is recognized when a performance obligation is satisfied by transferring control over a promised good or service. Goods are considered as transferred when (or as) the customer obtains control of that goods. Revenue from sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, rebates and Value Added Tax (VAT). See note no. 3.12, 3.13 and 23 to the financial statements.Our procedures included obtaining an understanding of management's process of the recognition and recording of revenue. We tested the transactions on sample basis to verify whether the balances were accounted for in accordance with the provisions of IFRS 15. For the revenue recognized throughout the year, we tested selected key controls, including results of the reviews of management, for their operating effectiveness and performed procedures to gain sufficient audit evidence on the accuracy of the accounting for customer contracts and related financial statement captions. We assessed the design and implementation of these controls. We visited to various sales depots and tested a sample of individual sales transactions and traced to dispatch notes and subsequent cash receipt or other supporting documents. We performed analytical review to identify any unusual or one-off material revenue transactions. We tested a sample of individual sales transactions and traced to dispatch notes and subsequent cash receipt or other supporting documents. With regard to the implementation of IFRS 15 "Revenue from Contract with Customers", we verified management's conclusion from assessing different types of contracts and the accuracy of the accounting policies in light of the industry specific circumstances and our understanding of the business. We have reviewed the VAT Return (Mushak 9.1) to ensure its consistency with the turnover reported in the financial statements. We have reviewed that there were no sales return. The sales were recognized when the performance obligation is satisfied by transferring control. We have assessed the reasonableness of the basis of the consideration received or receivable net of returns and allowances, trade discounts, rebates and Value Added Tax (VAT). We tested the accuracy of the accounting treatment and finally assessed the appropriateness and presentation of disclosures against relevant accounting standards.
InventoryAt the reporting date, the carrying value of inventory amounted to Taka 914,458,572 that is about 51% of total assets. Inventories were considered as a key audit matter as inventory valuation involves management judgement. Inventories consisting of raw materials, work in progress and finished goods are valued at lower of cost and net realizable value. Cost of inventories include expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Cost of inventories is determined by using weighted average method. Where necessary, allowance is provided for damage, obsolete and slow-moving items to adjust the carrying amount of inventories to the lower of cost and net realizable value. Net realizable value is based on estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The associated disclosure is included within Note 3.5 and 6.We assessed the appropriateness of management's assumptions applied in calculating the value of the inventory and related provisions by: Evaluating the design and implementation of key inventory controls operating across the company in respect of inventory management. Attending the physical inventory counts as on 30 June 2025 and reconciling the count results to the inventory listings to test the completeness of data. Reviewing the inventory costing procedures and methodology. Comparing the net realizable value, obtained through a detailed review of sales subsequent to the year-end, to the cost price of a sample of inventories and comparison to the associated provision to assess whether inventory provisions are complete. Reviewing the historical accuracy of inventory provisioning, and the level of inventory write-offs during the year. Assessing the completeness of inventory provisions through assessing actual and forecast sales of inventory lines to assess whether provisions for slow moving/obsolete stock are valid and complete. Verifying that the standard costs used for valuation are based on accurate and up-to-date data, including material cost, labor cost, and overheads and adjustment of the variances accordingly.
Property, plant and equipment, capital work in progress and borrowing costAt the reporting date, the carrying value of the company's property, plant and equipment amounted to Taka 272,203,149. The valuation of property, plant, and equipment was identified as a key audit matter due to the significance of this balance to the financial statements, as well as the significance of management's judgements in determining its valuation. Inherent risks associated with property, plant and equipment: Property, plant and equipment may include assets that should have been derecognized following sale, other transfer of rights or abandonment. Expenditure that should have been recognized as property, plant and equipment but has not been so recognized, including capitalized finance costs. Depreciation may have been incorrectly calculated. Potential misstatements in property, plant, and equipment on account of frauds and errors: Purchase of an asset at an inflated price especially from a related party. Wrong write-off of the asset as scrap, obsolescence, missing, donated, or destroyed. Expenditures for repairs and maintenance recorded as property, plant and equipment or vice versa. Capitalization of expenditure which are not normally attributable to the cost of the property, plant and equipment. Recording of an asset purchased, which in effect has not actually been received by the entity at all Please see no. 3.1 and 5.Our audit procedures to assess the carrying value of property, plant & equipment and capital work in progress included the following: We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IAS 16 and found them to be consistent. We evaluated the assumptions made by management in the determination of useful lives to ensure that these are consistent with the principles of IAS 16- Property, Plant and Equipment and compared each class of asset in the current year to the prior year to determine whether there are any significant changes in the useful life of assets, and considered the reasonableness of changes based on our knowledge of the business and the industry. We obtained a list of capital expenditures incurred during the year and, on a sample basis, checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals. We verified a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate. We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice. We checked whether the depreciation of PPE items was commenced timely, by comparing the date of the acquisition and disposal. We reviewed the reclassification from capital work in progress to ready for use, with the date of the act of completion of the work. We assessed whether the costs capitalised met the recognition criteria set forth in IAS 23: Borrowing Costs, in relation to the capitalization of borrowing costs.
Source: AR2025 p.88-89 (images) [1] · Text as printed on the page images; bullet points joined into sentences with the auditor's punctuation kept.

The FY2024 report, by the same firm and partner, is dated 27 October 2024 [2 p.86]. Its Opinion section reads: 'We have audited the financial statements of Agricultural Marketing Company Limited (the "company") which comprise the statement of financial position as at 30 June 2024 and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements give a true and fair view of the financial position of the company as at 30 June 2024 and of its financial performance and its cash flows for the year ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 2020 and other applicable laws and regulations.' [2 p.82] Its basis for opinion uses the same wording as FY2025 with '(ISAs)' [2 p.82]. Its emphasis of matter reads: 'We draw attention to Note-5 and Annexure-1 of the financial statements, which disclose the carrying amount of property, plant, and equipment (PPE) as of 30 June 2024, amounting to Taka 298,358,016, out of which the revalued amount represents Taka 15,184,377. The company had revalued its land, factory building, machinery & equipment and vehicles on 10 December 1996, and subsequent increases in the net carrying amount were recognized in their respective years as additions to valuation. As per IAS 16.31 and IAS 16.34, those assets under the revaluation model should be revalued with sufficient regularity (i.e in every three or five years) to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting period. Our opinion is not modified in respect of this matter.' [2 p.82] Its other matter reads: 'The financial statements of the company as at and for the year ended 30 June 2023 were audited by another auditor who expressed an unmodified opinion on these financial statements on 28 October 2023.' [2 p.85]

Exhibit 20FY2024 key audit matters, in full
Key audit matter (heading as printed)Risk (as printed)How our audit addressed the key audit matters (as printed)
Revenue recognitionRevenue recognition has significant and wide range of influence on financial statements. The accompanying financial statements of the company reported revenue for the year ended 30 June 2024 of Taka 3,306,077,584. The company is engaged in manufacturing and marketing of various food products across a number of geographical areas in Bangladesh and outside Bangladesh. We have specifically focused to cut-off and occurrence for revenue recorded within 30 June 2024. Pressures to meet stakeholders' expectations could provide incentives to record revenues where controls of the goods have not passed. Under IFRS 15, revenue is recognized when a performance obligation is satisfied by transferring control over a promised good or service. Goods are considered as transferred when (or as) the customer obtains control of that goods. Revenue from sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts, rebates and Value Added Tax (VAT). See note no. 3.12 and 23 to the financial statements.Our procedures included obtaining an understanding of management's process of the recognition and recording of revenue. We tested the transactions on sample basis to verify whether the balances were accounted for in accordance with the provisions of IFRS 15. For the revenue recognized throughout the year, we tested selected key controls, including results of the reviews of management, for their operating effectiveness and performed procedures to gain sufficient audit evidence on the accuracy of the accounting for customer contracts and related financial statement captions. We assessed the design and implementation of these controls. We visited to various sales depots and tested a sample of individual sales transactions and traced to dispatch notes and subsequent cash receipt or other supporting documents. We performed analytical review to identify any unusual or one-off material revenue transactions. We tested a sample of individual sales transactions and traced to dispatch notes and subsequent cash receipt or other supporting documents. With regard to the implementation of IFRS 15 "Revenue from Contract with Customers", we verified management's conclusion from assessing different types of contracts and the accuracy of the accounting policies in light of the industry specific circumstances and our understanding of the business. We have assessed the reasonableness of the basis of management estimation for expected refund liability as per the provisions of relevant accounting standards. We tested the accuracy of the accounting treatment and finally assessed the appropriateness and presentation of disclosures against relevant accounting standards.
InventoryAt the reporting date, the carrying value of inventory amounted to Taka 853,318,297 that is about 52% of total assets. Inventories were considered as a key audit matter as inventory valuation involves management judgment. Inventories consisting of raw materials, work in progress and finished goods are valued at lower of cost and net realizable value. Cost of inventories include expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Cost of inventories is determined by using weighted average method. Where necessary, allowance is provided for damage, obsolete and slow-moving items to adjust the carrying amount of inventories to the lower of cost and net realizable value. Net realizable value is based on estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The associated disclosure is included within Note 3.5 and 6.We assessed the appropriateness of management's assumptions applied in calculating the value of the inventory and related provisions by: Evaluating the design and implementation of key inventory controls operating across the company in respect of inventory management. Attending the physical inventory counts as on 30 June 2024 and reconciling the count results to the inventory listings to test the completeness of data. Reviewing the inventory costing procedures and methodology. Comparing the net realizable value, obtained through a detailed review of sales subsequent to the year-end, to the cost price of a sample of inventories and comparison to the associated provision to assess whether inventory provisions are complete. Reviewing the historical accuracy of inventory provisioning, and the level of inventory write-offs during the year. Assessing the completeness of inventory provisions through assessing actual and forecast sales of inventory lines to assess whether provisions for slow moving/obsolete stock are valid and complete. Verifying that the standard costs used for valuation are based on accurate and up-to-date data, including material cost, labor cost, and overheads and adjustment of the variances accordingly.
Property, plant and equipment, capital work in progress and borrowing costAt the reporting date, the carrying value of the company's property, plant and equipment amounted to Taka 298,358,016. The valuation of property, plant and equipment was identified as a key audit matter due to the significance of this balance to the financial statements, as well as the significance of management's judgments in determining its valuation. A significant balance amounting to Taka 36,670,458 has been transferred to property, plant and equipment from capital work in progress during the year for the company. Inherent risks associated with property, plant and equipment: Property, plant and equipment may include assets that should have been derecognized following sale, other transfer of rights or abandonment. Expenditure that should have been recognized as property, plant and equipment but has not been so recognized, including capitalized finance costs. Depreciation may have been incorrectly calculated. Potential misstatements in property, plant, and equipment on account of frauds and errors: Purchase of an asset at an inflated price especially from a related party. Wrong write-off of the asset as scrap, obsolescence, missing, donated, or destroyed. Expenditures for repairs and maintenance recorded as property, plant and equipment or vice versa. Capitalization of expenditure which are not normally attributable to the cost of the property, plant and equipment. Recording of an asset purchased, which in effect has not actually been received by the entity at all Please see no. 3.1 and 5.Our audit procedures to assess the carrying value of property, plant & equipment and capital work in progress included the following: We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IAS 16 and found them to be consistent. We evaluated the assumptions made by management in the determination of useful lives to ensure that these are consistent with the principles of IAS 16- Property, Plant and Equipment and compared each class of asset in the current year to the prior year to determine whether there are any significant changes in the useful life of assets, and considered the reasonableness of changes based on our knowledge of the business and the industry. We obtained a list of capital expenditures incurred during the year and, on a sample basis, checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals. We verified a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate. We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice. We checked whether the depreciation of PPE items was commenced timely, by comparing the date of the acquisition and disposal. We reviewed the reclassification from capital work in progress to ready for use, with the date of the act of completion of the work. We assessed whether the costs capitalised met the recognition criteria set forth in IAS 23: Borrowing Costs, in relation to the capitalisation of borrowing costs.
Source: AR2024 p.83-85 (images) [2] · Text as printed on the page images; bullet points joined into sentences with the auditor's punctuation kept.

The FY2023 statements were signed by M. J. ABEDIN & CO, Chartered Accountants [3 p.78]. DSE posted emphasis-of-matter notices for the FY2024 and FY2025 reports on 24-Nov-2024 and 17-Nov-2025 [10]. The statement of corporate governance states that the auditor 'placed there report and no adverse remarks found in the Auditor's Report' [1 p.73].

Governance: chairman holds 20.40%; two independent directors appointed after June 2025

Board meetings and attendance in FY2025 (year to 30-Jun-2025): Ahsan Khan Chowdhury (Chairman) 10 of 10, Md. Eleash Mridha (Managing Director) 10 of 10, Uzma Chowdhury (Director) 8 of 10, Mrs. Sabiha Amjad (Director) 6 of 10 and Md. Abdus Salam FCA (Independent Director, 'Completed his term on 07.07.2025') 10 of 10 [1 p.47]. The directors' report states that Mr. Md. Rezaul Hasan and Mrs. Zakia Sultana were appointed independent directors 'with effect from 6th October 2025' for 3 years, subject to approval at the AGM [1 p.46]; the compliance annexure remark states they were 'appointed as Independent Directors of the company for upcoming 03 years dated on. 10,11,2025' [1 p.76]. The directors' report gives the board as six, two of them independent, at the report date [1 p.43]; the statement of corporate governance gives five (5) as on 30 June 2025 [1 p.73].

Exhibit 21Board of directors, positions and group roles
Name (as printed)PositionAttendance FY2025Group roles and ties (as printed)
Mr. Ahsan Khan ChowdhuryChairman10 / 10Chairman and CEO of PRAN-RFL Group; son of the founder Amjad Khan Chowdhury and Mrs. Sabiha Amjad; Chairman of Midland Bank PLC; Chairman/Managing Director/Director of Rangpur Foundry, Property Development, PRAN Foods, PRAN Agro, PRAN Dairy, RFL Plastics and other group companies (p.16)
Mr. Md. Eleash MridhaManaging Director (Nominated by Property Development Limited)10 / 10Managing Director from 30 August 2015 (p.17)
Mrs. Uzma ChowdhuryDirector (Nominated by Property Development Limited)8 / 10Joined PRAN-RFL group 'as director at Finance' in October 2008; board member from 27 October 2016 (p.18)
Mrs. Sabiha AmjadDirector6 / 10Wife of the late founder Amjad Khan Chowdhury; 'her son Ahsan Khan Chowdhury'; director of Rangpur Foundry Ltd. (p.18)
Md. Abdus Salam FCAIndependent Director (term completed 07.07.2025)10 / 10-
Mr. Md. Rezaul HasanIndependent Director (from 6-Oct-2025 per p.46)-Founder and Chief Consultant at AWR Customs & VAT Consultancy; 'over 30 years of distinguished service at the National Board of Revenue' (p.19)
Mrs. Zakia SultanaIndependent Director (from 6-Oct-2025 per p.46)-Member of NBR from 2020 to 2024 (p.19)
Source: AR2025 p.9, 16-19, 46-47 [1] · Attendance for the year to 30-Jun-2025 (10 meetings). Independent directors appointed after the year end have no FY2025 attendance. Group roles as printed in the director profiles.

The audit committee report for FY2025 lists Mr. Md. Abdus Salam, FCA (Chairman), Mr. Ahsan Khan Chowdhury and Mrs. Sabiha Amjad, each attending 4 of 4 meetings [1 p.68]. The corporate directory, at the report date, lists Mr. Rezaul Hasan (Chairman), Mrs. Sabiha Amjad and Mrs. Zakia Sultana [1 p.9]. Condition 5(2)(b) in the annexure, 'The Board shall appoint members of the audit committee who shall be non-executive directors of the company excepting Chairperson of the Board', is ticked complied [1 p.81]. The NRC report states that 'the Committee met once' in the year and prints attendance of '2/2' for each member [1 p.69] [1 p.70].

Exhibit 22Board committees
CommitteeFY2025 members (report)Meetings / attendance (as printed)Members in the corporate directory
Audit CommitteeMd. Abdus Salam, FCA (Chairman); Ahsan Khan Chowdhury; Sabiha Amjad4 meetings; 4 / 4 eachRezaul Hasan (Chairman); Sabiha Amjad; Zakia Sultana
Nomination and Remuneration CommitteeMd. Abdus Salam, FCA (Chairman); Sabiha Amjad; Ahsan Khan Chowdhury'met once'; attendance printed '2/2' eachRezaul Hasan (Chairman); Ahsan Khan Chowdhury; Sabiha Amjad; Zakia Sultana
Source: AR2025 p.9, 68-70 [1] · FY2025 composition from the committee reports; current composition from the corporate directory (p.9). Company Secretary Mr. Muhammad Shariful Islam is secretary to both committees.

Key management: Managing Director Mr. Md. Eleash Mridha (also listed as Chief Executive Officer), Chief Financial Officer Mr. Mohammad Yeamin and Company Secretary (CC) Mr. Muhammad Shariful Islam [1 p.9] [1 p.45]. The head of internal audit is printed as 'Mr. Md. Arafatul Islam' in the corporate directory [1 p.9] and as 'Mr. Sumit Saha' in the shareholding table of the directors' report [1 p.45]. The same table names Mr. Md. Muniruzzaman as Chief Operating Officer [1 p.45]. The directors' report prints remuneration of '50,000/-' for Md. Abdus Salam FCA and '-' for the other directors [1 p.46]; note 40 states that 'No compensation/ perquisite was allowed by the Company to the Directors' and 'no meeting fee was drawn' [1 p.121].

Ownership at 30-Jun-2025 (note 10.1): sponsors and directors 3,212,130 shares (40.15%), general public 2,540,572 (31.76%) and financial institutions 2,247,298 (28.09%), held by 3,678 shareholders [1 p.107]. A year earlier general public held 34.18% and financial institutions 25.66% [1 p.107]. Holders of 10% or more: Mr. Ahsan Khan Chowdhury 1,632,000 shares (20.40%) and Property Development Ltd. 1,380,130 (17.25%) [1 p.45]. The named sponsor and director holdings in the directors' report add to 3,246,130 shares, 34,000 more than the note 10.1 sponsors and directors figure; the difference equals the 1,000 and 33,000 shares printed for Mr. Md. Eleash Mridha and Mrs. Uzma Chowdhury 'in the own name' [1 p.45] [1 p.107] [17]. The same table prints Mrs. Uzma Chowdhury's 33,000 shares as 0.041%; 33,000 of 8,000,000 is 0.4125% (derived) [1 p.45].

Exhibit 23Shareholding at 30-Jun-2025
Holder (as printed)StatusShares%
Mr. Ahsan Khan ChowdhuryChairman1,632,00020.40%
Property Development Ltd. (represented by Mr Eleash Mridha)-1,380,13017.25%
Mr. Md. Eleash MridhaManaging Director & Chief Executive Officer1,0000.0125%
Mrs Sabiha AmjadDirector200,0002.5%
Mrs. Uzma ChowdhuryDirector33,0000.041% (as printed; 0.4125% derived)
Sponsors & Directors (note 10.1)group3,212,13040.15%
General Public (note 10.1)group2,540,57231.76%
Financial Institutions (note 10.1)group2,247,29828.09%
Total (note 10.1)—8,000,000100.00%
Source: AR2025 p.45 (image), p.107 note 10 [1]; model [17] · Shares as printed. The note 10.1 groups add to 8,000,000. Named holdings from the directors' report pattern of shareholding.

The compliance annexure (Annexure-C, p.76-85) marks no condition 'Not Complied' [1 p.76]. The rows left without a tick and the remarks are listed below. The compliance auditor, SARashid & Associates, reports that the company 'has complied with the conditions of the Corporate Governance Code ... except as stated in the remarks column' and that 'The Governance of the Company is satisfactory', dated 30 November 2025 [1 p.75]. The statement of corporate governance states: 'BSEC's directive regarding appointment of female Independent Director in the company is under process and shall be completed within timely manner' [1 p.73].

Exhibit 24Compliance annexure: remarks and unticked rows
ConditionAnnexure status / remark (as printed)Statement elsewhere (as printed)
1(2)(a) independent directors incl. one female IDTicked complied; remark: 'Mr. Rezaul Hasan & Mrs. Zakia Sultana has been appointed as Independent Directors of the company for upcoming 03 years dated on. 10,11,2025' (p.76)'with effect from 6th October 2025' (p.46)
1(2)(d) ID post not vacant over 90 daysTicked complied; remark: 'confirmation received from BSEC dated on 10.11.2025' (p.77)Md. Abdus Salam FCA term completed 07.07.2025 (p.46)
1(3)(d) relaxation of ID qualificationsTicked complied; 'Prior approval of BSEC regarding qualification of both Independent Directors have been obtained' (p.77)-
5(2)(b) audit committee members non-executive, excepting the Chairperson of the BoardTicked complied (p.81)FY2025 audit committee includes Mr. Ahsan Khan Chowdhury, Chairman of the board (p.68)
6(5)(b)(i)(a) remuneration level and compositionNot ticked; 'Will be complied with' (p.84)-
6(5)(b)(i)(b)-(c), (ii)-(vi) NRC role itemsNot ticked; 'TOR of NRC includes this Role' (p.84)-
1(5)(xvii) statement on going concernTicked complied (p.78)'There is no significant doubt upon the company's ability to continue as a going concern' (p.45)
Source: AR2025 p.73, 76-85 (images) [1] · Read page by page from the images of Annexure-C. Rows marked 'N/A' with no tick (subsidiary rows 2(a)-(e), 1(5)(v), (vii)-(ix), (xviii), (xx) and others) are not listed. Every other condition is ticked 'Complied'.

DSE news: 'Z' category post of 3-Feb-2026 over dividend timing, reversed on 5-Feb-2026

The 24-month DSE archive (31-Oct-2024 to 1-Nov-2026, criteria 3) holds the quarterly and annual results, board-meeting notices, record dates, two CRISL rating results, two emphasis-of-matter notices and the February 2026 category posts [10]. It contains no board approval of capital expenditure, expansion, rights issue or asset sale [10]. The archive returns no posts before 6-Nov-2024. The directors' report states that 'operational units are working on it and examining the potential locations' for expansion, with no amount or date [1 p.44].

On 3-Feb-2026 DSE posted that the company 'will be placed in "Z" category from existing "A" category with effect from February 05, 2026 as per provision 1(e) of BSEC Directive No. BSEC/CMRRCD/2009-193/77, dated May 20, 2024 regarding non-disbursement of the approved dividend within the stipulated time frame', and that brokers should abstain from loan facilities from the same date [10]. On 5-Feb-2026 it posted that the company had 'submitted a revised Dividend Distribution Compliance Report along with the required supporting documents on the same date i.e., 03.02.2026' and 'will remain in the same category, i.e., "A Category."', and that the FY2025 cash dividend had been disbursed [10]. The FY2025 financial calendar had printed dividend payment for 22-Jan-2026 [1 p.23].

Exhibit 25DSE disclosures, 6-Nov-2024 to 27-Oct-2026 (selected)
Post dateDisclosure
06-Nov-2024Board meeting 12-Nov-2024 on Q1 FY2025
13-Nov-2024Q1 FY2025: EPS 1.72; NAV 92.62
24-Nov-2024Emphasis of matter in FY2024 auditor's report
19-Dec-2024CRISL rating AA- / ST-3, stable outlook
28-Jan-2025H1 FY2025: EPS 3.54; NOCFPS (22.93)
05-Feb-2025FY2024 cash dividend disbursed
27-Apr-20259M FY2025: EPS 4.93; NOCFPS (6.10)
27-Oct-2025FY2025: 32% cash dividend; EPS 5.01; NAV 92.88; record date 17.11.2025; AGM 24.12.2025
13-Nov-2025Q1 FY2026: EPS 1.70; NOCFPS 15.52
17-Nov-2025Emphasis of matter in FY2025 auditor's report
21-Dec-2025CRISL rating AA- / ST-3, stable outlook
01-Feb-2026H1 FY2026: EPS 3.41; NOCFPS 23.81
03-Feb-2026Placed in 'Z' category from 5-Feb-2026 (dividend non-disbursement); margin loans barred
05-Feb-2026Category remains 'A'; FY2025 cash dividend disbursed
28-Apr-20269M FY2026: EPS 4.74; NOCFPS 35.91; NAV 94.50
27-Oct-2026FY2026: 32% cash dividend; EPS 5.03; NAV with revaluation 165.66; record date 17.11.2026; AGM 24.12.2026
Source: DSE news archive [10] · DSE post dates. Board dates are the meeting dates in the notices.

Market data: BDT 206.4 close, 41.0x FY2026 EPS, 1.25x June 2026 NAV with revaluation

The shares closed at BDT 206.4 on 29-Oct-2026 [16]. On 8.0m shares the market capitalisation is BDT 1,651.2m [17]. The price is 41.0x DSE-announced FY2026 EPS of BDT 5.03 and 41.2x FY2025 EPS of BDT 5.01; it is 1.25x the DSE-announced June 2026 NAV with revaluation of BDT 165.66 and 2.22x the audited June 2025 NAV of BDT 92.88 [17]. The FY2026 recommended dividend of BDT 3.20 per share is 1.55% of the price and 63.6% of FY2026 EPS [17]. Over 30-Oct-2025 to 29-Oct-2026 the daily closes ranged from BDT 197.6 (16-Nov-2025) to BDT 239.1 (16-Jul-2026) [16]. The annual report printed a closing price of Taka 207.40 on DSE at 30 June 2025 [1 p.107].

Exhibit 26Market data and multiples, 29-Oct-2026
ItemValue
Price (BDT)206.4
Market cap (BDT mn)1,651.2
P/E on FY2026 EPS, DSE-announced (x)41.0
P/E on FY2025 EPS (x)41.2
P/B on Jun-2026 NAV with revaluation (x)1.25
P/B on Jun-2025 NAV (x)2.22
FY2026 cash dividend yield1.6%
52-week low close (BDT)197.6
52-week high close (BDT)239.1
Source: Price [16]; EPS and NAV [1] [10]; model [17] · Price is the 29-Oct-2026 daily close. FY2026 EPS, NAV and dividend are DSE-announced (27-Oct-2026); the FY2026 annual report is not in the corpus. The 52-week range uses unadjusted daily closes from 30-Oct-2025 to 29-Oct-2026 (233 sessions, including Saturday sessions on 23-May-2026, 17-Oct-2026); one high close and one low close, no ties.

Peers for reference: FY2025 financial expenses 4.7% of revenue at AMCL

The table shows FY2025 figures of two food companies with published AnalystBro notes, each from its own company-basis statements for the year to 30-Jun-2025. BD Thai Food & Beverage Limited states its principal activities as 'to manufacture of quality food and beverage items and marketing thereof' [11 p.53]. Rangpur Dairy & Food Products Limited states its business as 'To produce or manufacture Ultra High Temperature (UHT), pasteurized and flavored milk, ghee, butter, different type of candy and milk products and marketing the same in the domestic market' [12 p.54]. The businesses differ and the figures are not ranked.

Exhibit 27Peer figures, FY2025 (year to 30-Jun-2025, company basis)
ItemAMCL(PRAN)BDTHAIFOODRDFOOD
Turnover / Revenue (BDT mn)3,490.7169.21,244.0
Gross margin19.1%25.9%19.4%
Operating margin (printed operating line)7.2%18.2%10.7%
Financial expenses / revenue4.7%92.6%5.8%
Net margin1.1%-79.2%3.7%
Net profit / closing equity5.4%-13.2%3.6%
Bank borrowings / closing equity (x, derived)1.291.280.44
Source: AMCL AR2025 p.92-93, 111 [1]; BDTHAIFOOD AR2025 p.49-50 [11]; RDFOOD AR2025 p.50-51 [12]; RDFOOD note [13]; model [17] · Operating line = each company's printed 'Operating Profit' / 'Operating Income' / 'Profit from operation'. Financial expenses gross as printed. WPPF: AMCL BDT 4.0m, BDTHAIFOOD nil, RDFOOD BDT 2.9m. Bank borrowings = printed long term loan lines (incl. current portion) + short term loan lines. FY2025 audit opinions: AMCL unmodified with emphasis of matter (p.87); BDTHAIFOOD unmodified with emphasis of matter on going concern (p.44); RDFOOD qualified (label from the published RDFOOD note).

Gross margin was 19.1% at AMCL, 25.9% at BD Thai Food and 19.4% at Rangpur Dairy [17]. Financial expenses were 4.7% of revenue at AMCL, 92.6% at BD Thai Food and 5.8% at Rangpur Dairy [17]. Bank borrowings were 1.29x closing equity at AMCL, 1.28x at BD Thai Food and 0.44x at Rangpur Dairy (derived) [17].

What's next: record date 17-Nov-2026, Q1 FY2027 board meeting, AGM 24-Dec-2026

Announced dates: the record date for the FY2026 dividend is 17-Nov-2026 and the 41st AGM is on 24-Dec-2026, both posted by DSE on 27-Oct-2026 [10]. The CRISL rating page prints 'Valid up to 1st December, 2026' [1 p.24]. Inferred dates below cover all printed precedents. Q1 board meetings were 13-Nov-2023 (AR2024 calendar), 12-Nov-2024 and 12-Nov-2025 (DSE notices) [2 p.11] [10]. Q2 board meetings were 28-Jan-2024, 27-Jan-2025 and 31-Jan-2026, the last a Saturday [2 p.11] [10]; the half-yearly file for December 2022 carries a BSEC cover letter dated January 28, 2023 (letter date) [9 p.1]. The quarterly statements print no signing date; a sweep of page 1 of the Q1 and Q2 files for 2020-2024 found no other cover-letter date. Annual-report precedents: AGM notices dated December 02, 2021, December 07, 2022 and December 07, 2023 (notice dates) [5 p.15] [4 p.14] [3 p.17]; 'Issuance of Annual Report' 05/12/2024 (calendar date) [2 p.11]; letter of transmittal December 01, 2025 (letter date) [1 p.21]. Dividend disbursement posts were 5-Feb-2025 and 5-Feb-2026; CRISL result posts were 19-Dec-2024 and 21-Dec-2025 [10]. Fridays and Saturdays are excluded from the ends of each inferred range. The 40th AGM on 24-Dec-2025 has passed and its outcome is not in the corpus [1 p.36].

Exhibit 28Board-date and event precedents, FY2021-FY2026
PeriodAnnual accountsQ1Q2Q3
FY2021statement 28-Oct-2021---
FY2022statement 27-Oct-2022---
FY2023statement 28-Oct-2023-cover letter 28-Jan-2023 (letter date)-
FY2024statement 27-Oct-2024 (calendar 27/10/2024)board 13-Nov-2023 (calendar)board 28-Jan-2024 (calendar)board 28-Apr-2024 (calendar)
FY2025board 26-Oct-2025 (DSE)board 12-Nov-2024 (DSE)board 27-Jan-2025 (DSE)board 26-Apr-2025 (DSE)
FY2026board 26-Oct-2026 (DSE)board 12-Nov-2025 (DSE)board 31-Jan-2026 (DSE)board 27-Apr-2026 (DSE)
Source: AR2021 p.64 [5]; AR2022 p.66 [4]; AR2023 p.79 [3]; AR2024 p.11, 88 [2]; AR2025 p.21, 23, 93 [1]; DSE news [10] · Statement = date printed on the signed annual statements; board = board-meeting date in a DSE notice or the financial calendar; post = DSE post date. The DSE archive returns no posts before 6-Nov-2024.
Exhibit 29What's next: dated events
DateEventLine it movesSource
17-Nov-2026Record date for the FY2026 32% cash dividend (announced)None disclosedDSE 27-Oct-2026
12-Nov-2026 to 15-Nov-2026 (inferred, 3 years)Board meeting on Q1 FY2027 accounts (quarter to 30-Sep-2026); no date notified at 1-Nov-2026None disclosedAR2024 calendar; DSE notices
1-Dec-2026CRISL rating 'Valid up to 1st December, 2026'None disclosedAR2025 p.24
01-Dec-2026 to 07-Dec-2026 (inferred, 5 years)Issue of the FY2026 annual reportNone disclosedAGM notices AR2021 p.15, AR2022 p.14, AR2023 p.17 (notice dates); AR2024 p.11 (calendar date); AR2025 p.21 (letter date)
17-Dec-2026 to 21-Dec-2026 (inferred, 2 years)DSE post of the next CRISL rating resultNone disclosedDSE posts 19-Dec-2024, 21-Dec-2025
24-Dec-202641st AGM (announced): FY2026 accounts and dividendNone disclosedDSE 27-Oct-2026
27-Jan-2027 to 31-Jan-2027 (inferred, 4 years)Board meeting on H1 FY2027 accountsNone disclosedQ2 FY2023 cover letter; AR2024 calendar; DSE notices
04-Feb-2027 to 07-Feb-2027 (inferred, 2 years; 5-Feb-2027 is a Friday)DSE post of FY2026 dividend disbursementNone disclosedDSE posts 5-Feb-2025, 5-Feb-2026
24-Nov-2029Bangladesh's LDC graduation date is 24-Nov-2029None disclosedDaily Star, TBS (30-Oct-2026)
Source: Precedents as above; AR2021 p.15 [5]; AR2022 p.14 [4]; AR2023 p.17 [3]; Q2 FY2023 p.1 [9]; AR2025 p.24 [1]; DSE news [10]; LDC [14] [15] · Fridays and Saturdays are excluded from inferred ranges (DSE business days are Sunday to Thursday). Inferred ranges span the precedent calendar dates; '3 years' or '2 years' is the number of precedents.

Bangladesh's LDC graduation date is 24-Nov-2029 [14] [15]. The company's FY2025 export line, including cash incentive of BDT 15.6m, was BDT 340.3m [1 p.113]; the filings do not link graduation to any line. The FY2026 annual report, with the revaluation detail, the audit opinion and the borrowing notes, is not in the corpus at 1-Nov-2026.

Risks: guarantees for sister concerns, bank borrowings, operating cash flow

Each row gives the evidence printed in the filings. No filing links these risks to a named line item, and 'Line it moves' reads 'None disclosed' in every row. The rows are not ranked.

Exhibit 30Risk table
RiskLine it movesEvidence
Corporate guarantees for sister concernsNone disclosedTaka 597.50 crore issued at 30-Jun-2025 (AR2025 p.119-120)
Bank borrowings and lender mixNone disclosedBDT 956.0m at 30-Jun-2025; Commercial Bank of Ceylon BDT 741.9m (AR2025 p.111)
Interest ratesNone disclosedNo hedging; 'local currency loans are not significantly affected' (AR2025 p.118)
CurrencyNone disclosed'has not entered into any derivative instruments to hedge its foreign currency risk' (AR2025 p.118)
Operating cash flowNone disclosedBDT 23.9m in FY2025; NOCFPS 2.98 (AR2025 p.95)
InventoryNone disclosed'about 51% of total assets' (KAM, AR2025 p.89)
Related-party tradeNone disclosedBDT 1,519.6m of 'Expenses/Purchase' with six sister concerns in FY2025 (AR2025 p.121)
Asset revaluationNone disclosedEmphasis of matter on the 10 December 1996 revaluation (AR2025 p.87); FY2026 NAV 'with revaluation' (DSE)
Dividend timing and categoryNone disclosed'Z' category post 3-Feb-2026, reversed 5-Feb-2026 (DSE)
Source: Filings and DSE as cited in the text
Exhibit 31FY2025 figures and the FY2020-FY2024 range
MetricFY2020-FY2024 rangeFY2025
Gross margin18.7-19.1%19.1%
Operating margin7.0-7.5%7.2%
Financial expenses / operating profit59.8-65.6%64.4%
Net margin1.3-1.7%1.1%
Total tax / profit before tax29.8-51.3%50.5%
Source: Model [17]

Key questions: the FY2026 revaluation, borrowings and guarantees

Key questions and the signposts that answer them

  • What revaluation produced the FY2026 NAV with revaluation of BDT 165.66, and which assets were revalued? Signpost: the FY2026 annual report notes on property, plant and equipment.
  • Does the FY2026 auditor's report keep the emphasis of matter on the 1996 revaluation? Signpost: the FY2026 auditor's report and any DSE emphasis-of-matter post.
  • What were bank borrowings and the lender split at 30-Jun-2026? Signpost: FY2026 notes on long and short term credit facilities.
  • Did the corporate guarantees given for Pran Agro, Pran Dairy and Pran Foods change? Signpost: FY2026 related-party and contingent-liability notes.
  • What drove NOCFPS of BDT 35.95 in FY2026, after BDT 2.98 in FY2025? Signpost: the FY2026 cash flow statement and its reconciliation note.
  • Is the FY2026 dividend disbursed within the BSEC time frame? Signpost: the DSE disbursement post after the 24-Dec-2026 AGM.

The filings show turnover growth in every year from FY2021 to FY2025, gross margin in a range of 18.7%-19.1%, financial expenses of 64.4% of FY2025 operating profit and bank borrowings of BDT 956.0m at 30-Jun-2025 [17]. On 29-Oct-2026 the shares traded at 41.0x DSE-announced FY2026 EPS [17].

The model

The model with its formulas: open it in the spreadsheet view or download the Excel file (AnalystBro paid accounts). Download .xlsx

Income statement

BDT mnFY2020FY2021FY2022FY2023FY2024FY2025
Turnover2,641.32,948.93,153.73,226.43,306.13,490.7
Cost of goods sold-2,147.2-2,392.5-2,557.5-2,609.8-2,674.0-2,823.0
Gross profit as printed494.1556.3596.2616.6632.1667.6
Administrative expenses-65.8-72.4-78.6-85.2-86.3-91.4
Marketing expenses-93.2-103.8-111.6-113.8-102.8-107.8
Selling expenses-44.8-52.1-62.1-68.5-74.0-80.5
Distribution expenses-92.4-107.2-116.8-122.8-129.7-135.1
Operating profit as printed198.0220.8227.1226.3239.2252.8
Financial expenses-129.8-132.0-141.6-145.7-154.6-162.7
Other income / (loss)4.1-0.29.312.8-18.0-5.1
Contribution to WPPF & welfare funds-3.4-4.2-4.5-4.4-3.9-4.0
Profit before taxation as printed68.884.390.388.962.880.9
Current tax-25.5-42.9-46.9-45.2-16.0-42.3
Deferred tax (expense) / income2.31.61.5-0.4-2.71.5
Profit after tax (total comprehensive income) as printed45.643.044.943.344.140.1
EPS as printed (BDT)5.705.375.625.425.515.01
Gross profit recomputed (turnover + COGS)494.1556.3596.2616.6632.1667.6
Profit before tax recomputed from printed lines68.884.390.388.962.880.9
Gross margin18.7%18.9%18.9%19.1%19.1%19.1%
Operating margin (operating profit / turnover)7.5%7.5%7.2%7.0%7.2%7.2%
Net margin1.7%1.5%1.4%1.3%1.3%1.1%
Administrative / turnover2.5%2.5%2.5%2.6%2.6%2.6%
Marketing / turnover3.5%3.5%3.5%3.5%3.1%3.1%
Selling / turnover1.7%1.8%2.0%2.1%2.2%2.3%
Distribution / turnover3.5%3.6%3.7%3.8%3.9%3.9%
Financial expenses / turnover4.9%4.5%4.5%4.5%4.7%4.7%
Operating profit / financial expenses (x)1.5x1.7x1.6x1.6x1.5x1.6x
Financial expenses / operating profit65.6%59.8%62.3%64.4%64.6%64.4%
Total tax / profit before tax33.8%49.0%50.3%51.3%29.8%50.5%
Turnover growthn/a11.6%6.9%2.3%2.5%5.6%
Profit after tax growthn/a-5.7%4.5%-3.5%1.8%-9.1%

Balance sheet

BDT mnJun-2021Jun-2022Jun-2023Jun-2024Jun-2025
Property, plant & equipment230.0196.1189.1298.4272.2
Capital work-in-progress (machinery)0.00.036.70.00.0
Right of use assets5.49.310.34.33.6
Inventories591.9645.7755.8853.3914.5
Trade receivables175.5206.593.750.9129.3
Advances, deposits & prepayments334.8334.5333.1416.9458.3
Cash & cash equivalents37.550.421.218.221.1
Total assets as printed1,375.11,442.61,439.81,642.01,799.0
Shareholders' equity as printed673.4692.7708.7727.2743.0
Revaluation surplus14.814.712.912.914.2
Deferred tax liability9.27.79.812.59.7
Lease liability (non-current + current)5.49.410.54.23.5
Term loan (non-current)0.00.00.0105.567.6
Current portion of term loan0.00.00.00.021.2
Short term credit facilities596.3625.2615.4684.8867.2
Trade payable30.021.819.84.45.9
Provision / liabilities for expenses22.257.350.583.264.5
Total liabilities as printed701.7749.9731.1914.81,055.9
NAV per share with revaluation as printed (BDT)84.1786.5988.5990.9092.88
Turnover (link, FY to that June)2,948.93,153.73,226.43,306.13,490.7
Cost of goods sold (link, FY to that June)-2,392.5-2,557.5-2,609.8-2,674.0-2,823.0
Profit after tax (link, FY to that June)43.044.943.344.140.1
Operating profit (link, FY to that June)220.8227.1226.3239.2252.8
Bank borrowings (term loan + current portion + short term credit)596.3625.2615.4790.3956.0
Net bank borrowings (borrowings - cash)558.7574.8594.2772.0934.9
Bank borrowings / equity (x)0.9x0.9x0.9x1.1x1.3x
Equity / total assets49.0%48.0%49.2%44.3%41.3%
Receivable days (closing, on turnover)222411614
Inventory days (closing, on COGS)9092106116118
Trade payable days (closing, on COGS)53311
Inventories / total assets43.0%44.8%52.5%52.0%50.8%
ROE (profit after tax / average equity)n/a6.6%6.2%6.1%5.5%
Operating profit / average (equity + bank borrowings)n/a17.6%17.1%16.8%15.7%
Asset turn (turnover / average total assets, x)n/a2.2x2.2x2.1x2.0x
Bank borrowings / operating profit (x)2.7x2.8x2.7x3.3x3.8x

Cash flow

BDT mnFY2021FY2022FY2023FY2024FY2025
Cash received from customers3,276.93,573.53,842.33,894.24,053.6
Cash paid to suppliers-2,037.2-2,275.9-2,369.3-2,441.9-2,535.1
Income tax paid-37.3-40.4-45.0-57.7-67.4
Cash paid to employees & others-1,032.6-1,100.6-1,232.6-1,296.7-1,427.2
Net cash from operating activities as printed169.8156.6195.497.923.9
Acquisition of PPE and capital work-in-progress (net, as printed)0.0-1.1-46.1-98.30.0
Short term loans (net)-56.428.9-9.883.1182.4
Long term loans (net)0.00.00.091.8-16.6
Interest paid (financing section)-128.1-137.1-141.3-150.5-159.2
Dividend paid-25.0-31.7-25.2-25.2-25.7
NOCFPS as printed (BDT)21.2319.5824.4312.242.98
Profit after tax (link)4345434440
Financial expenses (link)-132-142-146-155-163
Operating cash flow recomputed (sum of four printed lines)169.8156.6195.497.923.9
Operating cash flow + investing (as printed)169.8155.5149.3-0.423.9
Operating cash flow + investing + interest paid41.718.48.0-150.9-135.4
Operating cash flow / profit after tax (x)3.9x3.5x4.5x2.2x0.6x
Dividend paid / profit after tax58.1%70.6%58.2%57.2%64.0%
Interest paid / financial expenses97.1%96.8%97.0%97.4%97.9%
CFO FY2021-FY2025 total643.6————
Interest paid FY2021-FY2025 total-716.4————
Dividends paid FY2021-FY2025 total-132.8————
Investing FY2021-FY2025 total-145.4————

Export and local

BDT mnFY2024FY2025
Sales - local (net of VAT and SD)3,113.23,150.3
Sales - export (incl. cash incentive)192.9340.3
of which export147.4324.8
of which cash incentive45.515.6
Local sales with VAT & SD3,677.93,798.3
VAT-473.5-533.1
Supplementary duty-91.2-114.8
Export sales, US$ (as printed)1,340,6362,714,415
Turnover (sum of local and export)3,306.13,490.7
Export (incl. cash incentive) / turnover5.8%9.7%
Cash incentive / export sales line23.6%4.6%
VAT + SD / local sales with VAT & SD15.4%17.1%
Implied BDT per US$ on export (derived)109.98119.65
Local sales growthn/a1.2%
Export sales line growthn/a76.4%

Segment FY2025

BDT mnExportLocalTotal
Sales340.33,150.33,490.7
Cost of goods sold-281.8-2,541.2-2,823.0
Gross profit as printed58.5609.1667.6
Expenses (administrative, marketing, selling, distribution)-31.6-383.2-414.8
Operating profit as printed26.9225.9252.8
Financial expenses-12.8-149.9-162.7
Other income / (loss)-5.30.2-5.1
Surplus for the year as printed3.936.240.1
Gross margin17.2%19.3%19.1%
Operating margin7.9%7.2%7.2%
Surplus / sales1.2%1.1%1.1%

Costs

BDT mnFY2024FY2025
Materials consumed2,341.02,483.0
Factory overhead345.1347.6
of which power & fuel118.7131.0
of which salaries, allowances & wages154.1140.7
of which depreciation25.225.8
Total COGS as printed2,674.02,823.0
Advertisement (marketing)54.157.9
Carriage outwards & loading (distribution)54.056.4
Interest on working capital loan150.5159.2
Interest expenses on lease obligation0.50.4
Bank charge & other financial exp.3.53.0
Financial expenses as printed154.6162.7
Exchange gain/loss - realised-6.8-5.9
Exchange gain/loss - un-realised-12.9-0.8
Turnover3,306.13,490.7
Short term credit facilities, closing684.8867.2
Materials consumed / turnover70.8%71.1%
Power & fuel / turnover3.6%3.8%
Advertisement / turnover1.6%1.7%
Financial expenses recomputed (sum of three lines)154.6162.7
Material + overhead (cost of goods manufactured before WIP/FG change)2,686.12,830.6

Short term facilities

BDT mnJun-2024Jun-2025
Bangladesh Krishi Bank79.05.0
Bank Asia Ltd.154.912.0
City NA (as printed)0.068.6
Commercial Bank of Ceylon53.0653.1
HSBC38.60.4
IFIC Bank Ltd.24.7-0.5
Mercantile Bank Ltd7.79.3
Standard Chartered Bank246.294.2
State Bank of India80.825.2
Short term credit facilities as printed684.8867.2
Term loan, Commercial Bank of Ceylon (incl. current portion)105.588.8
Sum of bank rows684.8867.2
Commercial Bank of Ceylon (short term + term loan) / all bank borrowings20.1%77.6%

FY2026 interim

BDT per shareQ1 (Jul-Sep 2025)H1 (Jul-Dec 2025)9M (Jul 2025-Mar 2026, statements)FY2026 (DSE)
EPS, cumulative (BDT)1.703.414.745.03
EPS, same period FY2025 (BDT)1.723.544.935.01
NOCFPS, cumulative (BDT)15.5223.8135.9135.95
NAV per share at period end (BDT)94.6693.1794.50165.66
Profit implied (EPS x 8.0m shares, BDT mn, derived)13.627.337.940.2
Equity implied (NAV x 8.0m shares, BDT mn, derived)757.3745.4756.01,325.3

H1 FY2026

BDT mnH1 FY2025H1 FY2026
Turnover1,751.92,030.4
Cost of goods sold-1,420.9-1,646.2
Operating profit before financial expenses113.1138.6
Financial expenses-75.1-85.2
Other income2.0-3.9
Income tax as printed (current less deferred income)-9.8-19.6
Net profit after tax28.327.3
Short term loan from bank at period end—818.3
Cash at period end—46.7
Gross margin18.9%18.9%
Operating margin6.5%6.8%
Financial expenses / turnover4.3%4.2%
Tax / profit before tax25.7%41.8%
Turnover growthn/a15.9%

Peers FY2025

BDT mnAMCL(PRAN)BDTHAIFOODRDFOOD
Turnover / Revenue as printed (year to 30-Jun-2025)3,490.7169.21,244.0
Gross profit as printed667.643.9241.3
Operating line as printed ('Operating Profit' / 'Operating Income' / 'Profit from operation')252.830.8132.4
Financial expenses as printed (gross)-162.7-156.7-71.9
WPPF contribution as printed-4.00.0-2.9
Net profit after tax as printed40.1-134.046.1
Equity at 30-Jun-2025 as printed743.01,011.61,285.6
Bank borrowings at 30-Jun-2025 (as printed lines)956.01,294.0559.4
Gross margin19.1%25.9%19.4%
Operating margin (printed operating line / revenue)7.2%18.2%10.6%
Financial expenses / revenue4.7%92.6%5.8%
Net margin1.1%-79.2%3.7%
Net profit / closing equity5.4%-13.3%3.6%
Bank borrowings / closing equity (x)1.3x1.3x0.4x

Market

ItemValue
Close, 29-Oct-2026 (BDT)206.40
Shares outstanding (mn)8.00
FY2026 EPS, DSE-announced (BDT)5.03
FY2025 EPS as printed (BDT)5.01
NAV per share with revaluation at 30-Jun-2026, DSE-announced (BDT)165.66
NAV per share at 30-Jun-2025 as printed (BDT)92.88
FY2026 recommended cash dividend (BDT per share; 32% of BDT 10 face value)3.20
Market capitalisation (BDT mn)1,651.2
P/E on FY2026 EPS, DSE-announced (x)41.0x
P/E on FY2025 EPS (x)41.2x
P/B on 30-Jun-2026 NAV with revaluation (x)1.2x
P/B on 30-Jun-2025 NAV (x)2.2x
Cash dividend yield on FY2026 recommendation1.6%
Cash dividend / EPS, FY202663.6%

FAQ

What does Agricultural Marketing Company (AMCL PRAN) make?
Juices and drinks, mineral water, soft drinks, ice pops, candy and other PRAN-branded food products, made at Ghorashal, Narsingdi [1 p.122] [1 p.96].
When does the company's fiscal year end?
30 June [1 p.96].
What did AMCL earn in FY2025?
Profit after tax of BDT 40.1m, EPS BDT 5.01, on turnover of BDT 3,490.7m [1 p.93].
What are the latest results?
DSE-announced FY2026 EPS of BDT 5.03, NOCFPS BDT 35.95 and NAV per share with revaluation of BDT 165.66 [10].
Is the audit opinion clean?
The FY2025 opinion is unmodified, with an emphasis of matter on the revaluation of 10 December 1996 [1 p.87].
How much does the company owe banks?
BDT 956.0m at 30-Jun-2025: a Commercial Bank of Ceylon term loan of BDT 88.8m and short term credit facilities of BDT 867.2m [1 p.111].
What dividend did AMCL pay?
32% cash (Tk. 25,600,000) for FY2025 [1 p.122]; the board recommended 32% cash for FY2026 [10].
Who controls the company?
Sponsors and directors held 40.15% at 30-Jun-2025, including Mr. Ahsan Khan Chowdhury 20.40% and Property Development Ltd. 17.25% [1 p.107] [1 p.45].

Sources

  1. Agricultural Marketing Company Limited Annual Report 2024-25 (year to 30-Jun-2025) · link · accessed 2026-11-01
  2. Agricultural Marketing Company Limited Annual Report 2023-2024 (year to 30-Jun-2024) · link · accessed 2026-11-01
  3. Agricultural Marketing Company Limited Annual Report 2022-2023 (year to 30-Jun-2023) · link · accessed 2026-11-01
  4. Agricultural Marketing Company Limited Annual Report 2021-22 (year to 30-Jun-2022) · link · accessed 2026-11-01
  5. Agricultural Marketing Company Limited Annual Report 2020-2021 (year to 30-Jun-2021) · link · accessed 2026-11-01
  6. Agricultural Marketing Co. Ltd. un-audited financial statements, quarter to 30-Sep-2025 · link · accessed 2026-11-01
  7. Agricultural Marketing Co. Ltd. un-audited financial statements, half year to 31-Dec-2025 · link · accessed 2026-11-01
  8. Agricultural Marketing Co. Ltd. un-audited financial statements, nine months to 31-Mar-2026 · link · accessed 2026-11-01
  9. Agricultural Marketing Co. Ltd. half-yearly un-audited financial statements to 31-Dec-2022 (BSEC cover letter) · link · accessed 2026-11-01
  10. Dhaka Stock Exchange, AMCL(PRAN) news archive (company disclosures, 31-Oct-2024 to 1-Nov-2026) · link · accessed 2026-11-01
  11. BD Thai Food & Beverage Limited Annual Report 2024-2025 (year to 30-Jun-2025) · link · accessed 2026-11-01
  12. Rangpur Dairy & Food Products Limited Annual Report 2024-2025 (year to 30-Jun-2025) · link · accessed 2026-11-01
  13. AnalystBro, Rangpur Dairy & Food Products financial analysis (published note, Oct 2026) · link · accessed 2026-11-01
  14. The Daily Star, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-01
  15. The Business Standard, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-01
  16. AnalystBro price data (TradingView feed): DSE:AMCLPRAN daily bars to 29-Oct-2026 · link · accessed 2026-11-01
  17. AnalystBro model for this report (workbook tabs below) · link · accessed 2026-11-01

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