Fortune Shoes financial analysis: FY2025 audit disclaimer, BDT 756m cash withdrawals, 9M FY2026 loss (Oct 2026)

Investment considerations: record FY2025 sales, an audit disclaimer and a 9M FY2026 loss

Fortune Shoes Limited describes itself as "a 100% export oriented shoe manufacturing public listed company" that makes "Gents shoes, Ladies shoes and Baby shoes" and "exports all kinds of leather and synthetic shoes" [1 p.16]. Its registered office and factory are at Plot 66-68, BSCIC Industrial Estate, Kawnia, Barishal [1 p.6]. The directors' report states that the company operates in a single segment, shoes [1 p.18]. There is no subsidiary [1 p.20], so every figure in this note is on the company basis.

The FY2025 auditor's report is a disclaimer of opinion. G. Kibria & Co. wrote: "We do not express an opinion on the accompanying financial statements of the Company" [1 p.74]. The four printed grounds that carry amounts are BDT 755,974,589 of cash withdrawals that could not be substantiated, a BDT 197,260,745 insurance claim carried as a Contingent Asset, BDT 100,531,379 of declared dividends not transferred to dedicated accounts, and VAT-return differences on revenue of BDT 1,436,300,838 [1 p.74]. The FY2024 accounts were qualified by a different auditor, Artisan, because it "were unable to conduct a physical inventory count" [2 p.52]. Every FY2025 figure in this note is therefore a figure the auditor did not give an opinion on.

On the printed numbers, FY2025 revenue was BDT 2,513.3m, 45.3% above FY2024, and gross margin was 16.1% [1 p.79] [19]. Profit for the year was BDT 18.0m, after financial expenses of BDT 154.2m and a realized loss on securities of BDT 219.5m [1 p.79]. Operating cash flow was negative for a second year, BDT -71.8m [1 p.81]. The un-audited nine months to March 2026 show revenue of BDT 839.3m, a gross profit of BDT 5.3m and a loss of BDT 148.9m [8 p.2].

At BDT 13.1 on 1-Nov-2026 the market value is about BDT 2.24bn [18]. That is 0.95x the March 2026 NAV per share of BDT 13.79 and 119.1x FY2025 EPS of BDT 0.11 [8 p.1] [1 p.79]. EPS over the last four reported quarters is negative (BDT -1.06, derived from FY2025 EPS less 9M FY2025 EPS plus 9M FY2026 EPS), so that P/E is n/a [12] [19]. These multiples are stated as facts.

Business: one export shoe factory in Barishal, 4.0m pairs of capacity, no buyer or market split

The company was incorporated on 14 March 2010, started commercial operation on 07 September 2011 and converted into a public limited company on 14 January 2015 [1 p.16]. The directors' report says it "was listed to DSE on October 04, 2016 and CSE on October 09, 2016" [1 p.16]. Products "are marketed based on buyer's requirement" [1 p.16]. The FY2025 report does not name buyers or split revenue by country; the cover-page collage shows brand names including UMBRO and PRIMARK without a statement of the commercial relationship [1 p.12].

The note on production capacity gives installed capacity of 4,032,000 pairs in both years, actual production of 2,909,074 pairs in FY2025 and 2,693,634 in FY2024, and printed utilisation of 72.15% and 66.81% [1 p.101]. The quantity schedule shows export sales of 2,824,570 pairs for BDT 2,513,327,612 in FY2025 and 2,665,633 pairs for BDT 1,729,271,648 in FY2024 [1 p.102]. Revenue per pair, a derivation, was BDT 890 in FY2025 and BDT 649 in FY2024 [19].

The foreign-currency note puts FY2025 exports on an FOB basis at US$ 15,660,688 (BDT 2,513,327,612) and FY2024 at US$ 16,734,049 (BDT 1,729,271,648) [1 p.102]. Imports on a CIF basis were US$ 12,229,526 (BDT 1,847,773,341) in FY2025 and US$ 12,955,263 (BDT 1,382,209,151) in FY2024 [1 p.102]. Dividing the printed taka figure by the printed dollar figure gives BDT 160.5 per US$ for FY2025 exports and BDT 103.3 for FY2024 (derived); the notes do not state an exchange rate for these lines.

Employees numbered 1,530 at June 2025 and 1,474 at June 2024, all paid above Tk. 7,000 a month [1 p.101]. The bankers listed are Islami Bank Bangladesh, Mutual Trust Bank, NRBC Bank and Prime Bank [1 p.6]. Paid-up capital is BDT 1,706,622,630 in 170,662,263 shares [1 p.6]; note 10 lists eight issues from 30-11-2015 to 08-12-2022 [1 p.94].

Eight years: revenue up to BDT 2,513m, profit down to BDT 18m

Over FY2018-FY2025 revenue moved from BDT 1,378.4m to BDT 2,513.3m [7 p.53] [1 p.79]. FY2020 was the one year of decline in the period: revenue fell 22.7% to BDT 1,190.6m [5 p.56]. Revenue then rose to BDT 1,404.4m in FY2021 and BDT 1,705.0m in FY2022 [4 p.56], was BDT 1,715.3m in FY2023 and BDT 1,729.3m in FY2024 [3 p.59] [1 p.79].

Profit for the year peaked at BDT 374.1m in FY2022 [4 p.56]. That year other income was BDT 244.5m, more than half of profit before tax of BDT 433.0m [4 p.56]. Profit was BDT 179.9m in FY2023, BDT 84.5m in FY2024 and BDT 18.0m in FY2025 [3 p.59] [1 p.79]. FY2025 profit is the lowest of the eight years [19].

Two figures were printed differently in different reports. FY2021 profit was BDT 246,538,281 in the FY2021 report [5 p.56] and BDT 245,488,599 in the FY2022 report and the FY2025 five-year table [4 p.56] [1 p.13]; the FY2022 report shows current tax of 27,248,999 for FY2021 in place of 26,199,318. This note uses the later printing. FY2021 net cash from operations is 179,338,494 in the FY2021 report and 179,338,493 in the five-year table [5 p.58] [1 p.13].

Printed EPS does not sit on one share base. Share capital rose from BDT 970.0m at June 2017 to BDT 1,706.6m at June 2023 through bonus issues [7 p.52] [3 p.58]. The FY2025 five-year table prints "Adjusted EPS" of 1.51 for FY2021, 2.30 for FY2022, 1.05 for FY2023, 0.50 for FY2024 and 0.11 for FY2025 [1 p.13].

Line items: cash incentive in other income, BDT 154m of finance cost and a BDT 219m securities loss

Revenue. Note 17 shows one line, Sales (Export), of BDT 2,513,327,612 [1 p.96]. Volume rose 6.0% in pairs (derived from 2,665,633 to 2,824,570) and revenue rose 45.3% [1 p.102] [19]. Cash collected "from Turnover and Others" was BDT 2,230.3m in FY2025 [1 p.81]. Trade receivables rose from BDT 666.7m to BDT 953.0m, and BDT 371.7m of the June 2025 balance sits in the ageing line printed "More than three months" [1 p.92]. The auditor reported that sales were not accurately reported in the monthly VAT return, "creating a difference of Revenue BDT. 1,436,300,838" [1 p.74].

Cost of goods sold. FY2025 raw material consumed was BDT 1,790,569,991 and manufacturing overhead BDT 398,571,027 [1 p.96]. Raw material purchases were BDT 1,847,773,341, equal to the CIF import figure [s1 p.96, 102]. Inside overhead, wages, salaries and allowances were BDT 293,170,679 (FY2024: 239,759,693) and depreciation BDT 54,610,886 (FY2024: 59,917,787) [1 p.96]. Cost of goods sold was 83.9% of revenue in FY2025 and 89.4% in FY2024 [1 p.18]. Over eight years gross margin ranged from 10.6% (FY2024) to 22.9% (FY2021) [19].

Administrative and selling expenses. These were BDT 117.3m in FY2025, 4.7% of revenue [1 p.79]. Salaries and allowances inside this line were BDT 87,570,463, and the managing director's remuneration BDT 1,440,000 [1 p.97].

Financial expenses. This line went from BDT 3.0m in FY2018 to BDT 45.2m in FY2022 and BDT 154.2m in FY2025 [7 p.53] [4 p.56] [1 p.79]. FY2025 is made up of interest on loans of BDT 83,395,277 (short term 61,859,668, long term 21,535,609) and "Bank Charges, Bill Discounting and Discrepency Charge" of BDT 70,774,518 [1 p.98]. The company attributes part of the FY2025 EPS decline to "finance cost (increasing of interest rate)" [1 p.19]. Profit from Operation covered financial expenses 1.9 times in FY2025 and 78.1 times in FY2018 [19].

Other income. FY2025 other income of BDT 134,025,369 was cash incentive of BDT 133,990,235 and dividend income of BDT 35,134; FY2024 was BDT 103,223,210 of cash incentive and BDT 2,566,321 of dividends [1 p.98]. The note 21 heading prints "Other Income : Tk. -85,442,165" and the note's own Total prints 134,025,369, the figure on the statement [s1 p.79, 98]; -85,442,165 equals 134,025,369 less the realized loss of 219,467,534 (derived). Other income was zero in FY2019 and FY2020 and BDT 244.5m in FY2022 [7 p.53] [5 p.56] [4 p.56].

Securities. The company holds listed shares: cost BDT 132,132,643 and market value BDT 104,975,879 at June 2025, with the difference of BDT 27,156,764 in the Fair Value Reserve Fund [1 p.93]. It realized losses of BDT 9.4m in FY2024 and BDT 219.5m in FY2025 [1 p.79]. Part of the holding is financed by a "Margin Loan on Marketable Securities" of BDT 298,524,319 at June 2025 (June 2024: 219,744,941) inside short-term loans [1 p.95]. The FY2025 realized loss was larger than FY2025 profit before tax [19].

Tax. The FY2025 tax charge was BDT 34.0m on profit before tax of BDT 52.0m, a rate of 65.4% [1 p.79] [19]. Current tax is the higher of three tests; FY2025 used tax deducted at source of BDT 35,714,825, the other two tests printed BDT 31,961,465 on taxable income and BDT 21,482,536 as "Tax Expense on Gross Receipt-B" [s1 p.98, 99].

Recent quarters: 9M FY2026 revenue BDT 839m and a BDT 149m loss

The un-audited nine months to 31 March 2026 show revenue of BDT 839.3m against BDT 1,865.0m a year earlier, a change of -55.0% [8 p.2] [19]. Cost of goods sold was BDT 834.0m, leaving a gross profit of BDT 5.3m [8 p.2]. In the January-March 2026 quarter revenue was BDT 106.5m (Q3 FY2025: BDT 846.8m), cost of goods sold BDT 179.0m, and the gross loss BDT 72.5m [8 p.2].

Financial expenses were BDT 96.9m for the nine months (9M FY2025: BDT 64.8m) [8 p.2]. The period loss was BDT 148.9m, EPS (0.87), and NAV per share BDT 13.79 at 31 March 2026 against BDT 14.70 at 30 June 2025 [s8 p.1, 2]. Net operating cash flow per share for the nine months was (0.01) per the DSE disclosure of 29-Apr-2026 [12]. The quarterly statements are un-audited and follow a year on which the auditor disclaimed an opinion.

On the balance sheet, short-term loans were BDT 534.6m and the long-term loan BDT 164.7m including the current portion at March 2026, against BDT 485.6m and BDT 117.2m at June 2025 [8 p.1]. Trade receivables were BDT 819.8m and inventories BDT 1,211.9m [8 p.1]. Cash was BDT 54.4m [8 p.1].

Ratios: ROE 0.7% in FY2025, borrowings 0.30x equity at March 2026

Returns. Return on average equity was 13.6% in FY2018, 16.5% in FY2022 (the eight-year high), 7.5% in FY2023, 3.5% in FY2024 and 0.7% in FY2025 [19].

Working capital. Receivable days, measured on year-end receivables, were 152 in FY2018 and 138 in FY2025; inventory days on year-end inventory and cost of goods sold were 130 and 206 [19]. Inventories of BDT 1,189.9m at June 2025 included raw materials of BDT 898.9m [1 p.92].

Leverage. Bank borrowings were 0.02x equity at June 2018 and 0.30x at March 2026; net debt was BDT 17.9m and BDT 644.9m [19]. The FY2025 five-year table prints a debt to equity ratio of 0.24 for June 2025 [1 p.13].

Cash conversion and payout. Operating cash flow was 0.83x profit in FY2022, 0.62x in FY2023, and negative in FY2024 and FY2025 [19]. Cash dividends paid were BDT 156.4m in FY2022, BDT 63.6m in FY2023, BDT 17.6m in FY2024 and BDT 11.5m in FY2025 [3 p.61] [1 p.81]. Note 16 lists dividend payable of BDT 39.8m for 2022, BDT 51.0m for 2023 and BDT 9.8m for 2024 at June 2025 [1 p.95].

Peers: Legacy, Apex and Bata from their own filings, company basis, no ranking

The peer set is the three footwear companies with published AnalystBro notes: Legacy Footwear, Apex Footwear and Bata Shoe [17]. Each figure comes from the company's own annual report on the company basis. Legacy Footwear PLC describes itself as "a 100% export oriented footwear manufacturing Company" [9 p.12]; its company statement is used [9 p.69]. Apex Footwear Limited reports an "Export Unit" and a "Domestic Unit" [10 p.98]. Bata's auditor writes that "A substantial part of Company's revenue relates to retail sales through a large number of retail outlets across the country" [11 p.123].

Periods differ: June 2025 for Fortune and Legacy, June 2024 for Apex (the latest Apex annual report in the corpus) and December 2025 for Bata. Opinion labels come from each auditor's page: Fortune FY2025 disclaimer of opinion [1 p.74]; Legacy FY2025 "presents fairly" with an emphasis of matter [9 p.37]; Apex FY2024 "give true and fair view" [10 p.92]; Bata 2025 "give true and fair view" [11 p.123]. The businesses are different, so the table is a list of facts and no ranking is drawn. Fortune's statement has no WPPF line.

Audit and balance sheet: disclaimer on FY2025, qualified FY2024, BDT 100.5m of dividends unpaid

FY2025 opinion, quoted in full from the page image: "We do not express an opinion on the accompanying financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements." [1 p.74]

Basis 01: "The company maintains an AWCA (Regular) bank account with Islami Bank Bangladesh Limited bearing account number '20501110100247912'. During the financial year 2024-2025, amount totaling BDT 755,974,589 had been withdrawn as cash from this account using 207 cheques. In absence of appropriate and sufficient documents, records and evidences (like bank book. cash book. cheque book, cheque counterfoil, cheque photocopies, invoices, bill, delivery challan), we could not substantiate whether withdrawn amounts were utilized for company's business. In addition, cash book was not provided to us." [1 p.74]

Basis 02: "We refer to note-5 of the financial statements; Contingent Assets amounting to BDT. 197,260,745. The company had suffered a fire loss of its Raw Materials and Finished Goods of BDT. 197,260,745 during the year 2022. Subsequently, fire loss claim was submitted to respective insurance companies; BDT. 136,487,602 to Takaful Insurance Limited and BDT. 60,773,142 to Prime Insurance Company Limited. In this context, the company had recognized this claimed amount in its financial statements. In accordance with para 05 (08) of Insurance Claim Management Guideline, 2024, insurance claim is subject to be settled within 90 days of lodging of claims. After passing around three years, the insurance companies are yet to settle those claims. Any corresponding in relation to settlement of claims were not produced and so it seems unrealizable and unrecoverable." [1 p.74]

Basis 03: "The company had declared and approved dividend in the financial year 2022, 2023 and 2024. The company did open dedicated bank accounts in Prime Bank PLC accordingly. However, entire amount of three year's dividend was not transferred to such accounts. As a result, approved dividends were not disbursed to shareholders as line with relevant local laws. Total amount of such payable dividend stands at BDT. 100,531,379 as at reporting date." [1 p.74]

Basis 04: "It appears from company's record of purchase and sales, sales and purchase (local and import) were not accurately reported in its monthly VAT return (Mushak-9.1) creating a difference of Revenue BDT. 1,436,300,838, Purchase of Raw Material (Local) BDT. 1,386,121 and Purchase of Raw Material (Import) BDT. 402,144,439. As per section-112 of VAT and SD Act-2012, any false or misleading statements submitted to National Board or Revenue (NBR) shall trigger imprisonment for a term which may extend to 6 (six) months, or with a fine equal to the amount of tax payable, or with both. The amount of VAT receivable BDT. 12,199,686 and Supplementary Duty receivable BDT. 253,615 as on June 30, 2025 was not reflected in the Financial Statements. Furthermore, the company did not comply with requirements of source VAT deduction on its entire expenses. We could not confirm non- complied amount as it is not practicable for us." [1 p.74]

Basis 5: "The company currently does not have any employee retirement benefit scheme like contributory provident fund and employee gratuity fund. However, the employee initiated a fund at their own initiative. Deducted amount is then transferred to a bank account opened for this purpose. As the fund is not duly created or approved by proper authority, maintenance of such fund does not align with existing laws of the country. Besides, the fund is not audited regularly. As per para-08 of FRC circular no: 179/FRC/FRM/Proggapon/2020/2 dated July 07, 2022, such Fund of a public interest entity shall be audited within 120 days of ending of financial year." Basis 06: "Due to scope of limitation, we could not verify following items:" the table rows read "1 Statement of Payment of Salary as per section-177 of Income Tax Act-2023 (SRO No: 161-AIN/Income Tax/-36/2024, schedule-Cha) N/A; 2 Statement of Employees Return Submission as per section-177 of Income Tax Act-2023 (SRO No: 161-AIN/Income Tax/-36/2024, schedule-Scha) N/A; 3 Prior year tax certificate N/A; 4 Updated Schedule-X from RJSC N/A" [1 p.75]. The basis section ends: "We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion." [1 p.75]

FY2025 emphasis of matter, in full: "1. The company was converted into a public limited company at January, 2015. Subsequently, at October, 2016, the company was listed on the Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE). As per section-11, subsection-ka of The Companies Act-1994, a public limited company shall adopt 'PLC' at the end of its name. However, the company did not change its name accordingly. This is a non-compliance with the said provision of companies act. 2. As per section-234 of The Bangladesh Labor Act-2006 (Amended in 2013), the company is required to establish a Workers' Profit Participation Fund and transfer @5% of its profit to the said fund. However, we did not observe any such fund. The matter is also described in note-2.8.1 of the financial statements. However, our audit report is not modified in respect of this matters." FY2025 key audit matters, in full: "Except for the matter described in the Basis for Disclaimer of Opinion section, we have determined that there are no other key audit matters to communicate in our report. This is in line with paragraph 12 of ISA 701." [1 p.75]

Under other legal requirements the auditor wrote that it is "unable to state whether proper books of accounts, records and other statutory books as required by law have been kept by the Company" and "unable to state whether the expenditures incurred were for the purpose of the Company's business" [1 p.77]. The report is dated 27 November 2025 [1 p.77]. The directors' report states "Proper books and accounts of the company have been maintained" [1 p.22]. DSE posted the disclaimer on 8-Jan-2026 [13] [12].

FY2024 opinion, in full: "In our opinion, except for the effect of the matter described in the basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the Organization as at 30th June 2024, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, and other applicable laws and regulations." Basis: "During the course of our audit, we were unable to conduct a physical inventory count, and information necessary to test the Net Realizable Value (NRV) of inventory was not available. Consequently, we are unable to determine whether adjustments may be required for the inventory values and cost of goods sold as reported in the financial statements." [2 p.52]

FY2024 emphasis of matter, in full: "We refer to note 2.8.1 regarding provision for workers' profit participation fund (WPPF). Bangladesh Labor Act-2006 and Bangladesh Labor Rules-2015 do not bring any amendment so far in its provision regarding WPPF. As per Bangladesh Act-2006, 5% of the net profit is distributed to participation fund, Welfare fund and Bangladesh Workers' Welfare Foundation Fund in the ratio of 80:10:10. We draw attention to Note #16 of the financial statements, which discloses the status of dividends declared in prior periods. For the year ended 30 June 2023, the company declared a dividend amounting to BDT 58,940,063, which remains unpaid as of the reporting date. Additionally, for the year ended 30 June 2022, the company declared a dividend of BDT 162,535,489, of which BDT 121,196,533 has been paid, leaving an unpaid balance of BDT 41,338,956 outstanding as of the reporting date." [2 p.52] "While this situation has not impacted our audit opinion, we consider it important to highlight these outstanding dividend obligations, which remain recognized as liabilities in the financial statements. This disclosure underscores the company's awareness of its ongoing financial commitments to shareholders, as outlined in Note #16. We draw attention to Note 3.00 of the financial statements, which discloses the Property, Plant & Equipment (PPE) balance totaling Tk. 874,177,345. As noted in our audit, the company's fixed asset register includes written-down values from the prior year instead of the historical cost of the assets. While this may influence the precision of asset tracking and valuation, our opinion is not modified in respect of this matter." [2 p.53]

FY2024 key audit matters, in full. Valuation of PPE: "The carrying value of the PPE amounted to BDT 874,177,345 as at 30th June 2024. The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements. Expenditures are capitalized if they create new or enhance the existing assets, and expensed if they relate to repair or maintenance of the assets. Classification of expenditures involves judgment. The useful lives of PPE items are based on management's estimates regarding the period during which the asset or its significant components will be used. The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets." The response ends: "In absence of assets register and list, impairment of all the assets could not be assessed from our side." [2 p.56] Valuation of Inventory: "The Company had inventory of BDT 1,051,365,389 at 30th June 2024 which includes Finished Goods, Raw Materials, and Work in Process. Inventory value is measured as follows: Inventories are stated at the lower of cost and net realizable value in accordance with IAS-2 'Inventories'. As a result, the management applies judgment in determining the appropriate values for value in use, work-in-progress, and values for slow moving or obsolete items and need to apply impairment provision. While excess holding of inventories could impact level of inventories can result in stock outs or irregular supply to the market." Measurement of Deferred Tax Liability: "The Company reported net deferred tax liability to totaling BDT 62,651,860 as at 30.06.2024 Significant judgment is required in relation to deferred tax liability as their recoverability is dependent on forecasts of future profitability over a number of years." [2 p.57] The FY2024 report is dated 28 October 2024 [2 p.55].

Balance sheet items named in the audit. The Contingent Asset of BDT 197.3m was 7.9% of equity at June 2025 [1 p.78] [19]; note 5 splits it into raw material of BDT 196,790,557 and finished goods of BDT 470,188 [1 p.92]. Trade and other payables of BDT 239.1m at June 2025 included dividend payable of BDT 100.5m [1 p.95]. Short-term loans of BDT 485.6m comprised Islami Bank BDT 119.6m, NRBC Bank BDT 67.5m and the margin loan of BDT 298.5m [1 p.95].

Governance: one independent director, board attendance printed as 0 for FY2025

Board at the FY2025 report: Md. Mizanur Rahman (Chairman), Mrs. Roksana Rahman (Managing Director), Md. Amanur Rahman (Director), Md. Robiul Islam (Director) and Md. Ruhul Amin Molla (Independent Director) [1 p.7]. Five board meetings were held in FY2025; attendance was Mizanur Rahman 5, Roksana Rahman 5, Amanur Rahman 4, Robiul Islam 3, Ms Arefa Hossain (Ex-Independent Director) 1 and Ruhul Amin Molla 0 [1 p.21]. The board appointed Ruhul Amin Molla as independent director on 28 January 2025 for three years [1 p.19]. The report does not give the meeting dates relative to his 28-Jan-2025 appointment.

Group positions as printed: Md. Mizanur Rahman is Managing Director of Uniworld Footwear Technology Ltd., Chairman of Premier Footwear Ltd., Director of Posh Footwear & Crafts Limited, Runner Footwear Limited and Anan Footwear, and Shareholder of Sen En Footwear Technology Ltd. Mrs. Roksana Rahman is Chairman of Uniworld Footwear Technology Ltd. and of Runner Footwear Limited, Managing Director of Premier Footwear Ltd. and Director of Sen En Footwear Technology Ltd. The other three directors have no other positions listed [1 p.21]. His profile also names MJ Industries, MJ Carton and the Fortune Barishal Cricket team among ventures he established [1 p.60]. The filings do not state a family tie between directors.

Audit committee: Md. Ruhul Amin Molla (Chairman), Md. Amanur Rahman and Md. Robiul Islam, with Md. Nazmul Hossain as secretary [1 p.7]. It held four meetings in FY2025 [1 p.50]; attendance was Ruhul Amin Molla 2, Ms Arefa Hossain 2, Amanur Rahman 4 and Robiul Islam 4 [1 p.22]. The committee report states that it "didn't find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting" and recommends M/S FAMES & R, Chartered Accountants, as FY2026 auditor at BDT 345,000 [1 p.58]. Nomination and Remuneration Committee: the same three directors, Ruhul Amin Molla as Chairman; it was "re-formed" on 30 October 2025 and met once, with attendance of 1 each [1 p.59] [1 p.21].

Key management as printed: Company Secretary (Acting) Md. Nazmul Hossain, Chief Financial Officer Md. Mahbubul Alam, Sr. GM (HR, Admin, Compliance & Legal) Cdr. (Rtd) Mohammad Shahid Hassan, GM Marketing Nahida Akter, Sr. DGM Production Md. Enamul Kabir Polash, DGM Commercial Md. Gias Uddin, and Head of Internal Audit Md. Faruq Khan [1 p.7]. DSE posted the acting company secretary's appointment, effective 18 October 2025, on 20-Oct-2025 [12].

Ownership at June 2025: sponsors and directors 52,782,138 shares (30.93%), general public 27,917,728 (16.36%) and institutes 89,962,397 (52.71%) [1 p.61]. Md. Mizanur Rahman holds 38,267,052 shares (22.42%); Roksana Rahman, Amanur Rahman and Robiul Islam hold 4,838,362 each (2.84%) [1 p.61]. Related-party disclosures list the managing director's remuneration of BDT 1,560,000 for the year, of which BDT 1,440,000 was paid and BDT 120,000 outstanding, and board meeting fees of BDT 10,000 (Mizanur Rahman), 10,000 (Roksana Rahman), 8,000 (Amanur Rahman), 6,000 (Robiul Islam) and 2,000 (Arefa Hossain) [1 p.101].

Corporate governance annexure. Read page by page from the images, Annexure-C marks no condition "Not Complied" [s1 p.43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54]. Against condition 1(2)(a), which asks for "At least two (02) directors or one fifth (1/5)" as independent directors, the remark reads "There is 1 (One) male Independent Directors (ID) in the Board & the appointment of a female ID will be complied in due time" [1 p.43]. Against 3(1)(c) the remark reads "The MD,CS, CFO and HIAC do not hold any executive position in any other position" [1 p.48]. The Complied column for 3(1)(c) shows "-" and the Not Complied column is blank [1 p.48]. The directors' report lists the managing director as Managing Director of Premier Footwear Ltd. [1 p.21]. The compliance certificate by Huda Hossain & Co. in the FY2025 report covers "the year ended on June 30, 2024" and is dated December 10, 2024 [1 p.42].

Other printed conflicts. The corporate directory states the company "was listed in the Dhaka Stock Exchange and Chattogram Stock Exchange during the financial year 2010" [1 p.6]; the directors' report gives a DSE listing date of October 04, 2016 [1 p.16]. The management page names Cdr. (Rtd) Mohammad Shahid Hassan as Sr. GM (HR, Admin, Compliance & Legal) and Nahida Akter as GM Marketing [1 p.7]; the shareholding annexure names Md. Shahidul Islam as DGM- HR, Admin & Compliance and Ms. Kamnurnahar as GM-Marketing & Sales [1 p.61].

DSE news, 24 months to 2-Nov-2026. The sweep found results, record-date, credit-rating and audit-opinion notices, a query response of 19-Jul-2026 stating there was no undisclosed price-sensitive information, a 17-Feb-2026 notice that the company "did not submit the Dividend Distribution Compliance Report" for the FY2025 dividend, and a 6-Jan-2026 request to brokers for margin-holder lists to pay that dividend [12]. No board approval of capital expenditure or expansion was posted in the period [12]. CRISL rated the company BBB+ / ST-4 on 26-Dec-2024 and BBB / ST-4 on 28-Jan-2026 [12]. Dividends: FY2025, 0.50% cash for general shareholders other than sponsors and directors, BDT 5,894,006.25 [12].

What's next: FY2026 annual results with no board date notified

FY2026 annual results. The precedents are the dates on which past annual statements were approved and signed, from the filings and DSE: 24-Oct-2019, 11-Nov-2020, 11-Oct-2021, 27-Oct-2022, 14-Dec-2023, 28-Oct-2024 and 24-Nov-2025 (board) / 27-Nov-2025 (statements). The 11-Oct, 24-Oct, 27-Oct and 28-Oct precedent dates passed in 2026 with no LR 19(1) board date notified. No board meeting date under LR 19(1) for FY2026 had been posted on DSE by 2-Nov-2026 [12]. Inferred, 7 years: 1-Nov-2026 (Sun) to 14-Dec-2026. Outliers named: FY2020, the COVID-era year (11-Nov-2020), and FY2023 (14-Dec-2023); without them the narrower inferred range is 1-Nov-2026 to 29-Nov-2026 (27-Nov-2026 is a Friday). The FY2025 board meeting was held on 24 November 2025 and the statements were signed on 27 November 2025 [12] [1 p.78].

Q1 FY2027 results. Past Q1 board dates on DSE were 13-Nov-2024 and 15-Jan-2026, and the Q1 FY2018 statements were dated 13-Nov-2017; Q1 FY2026 statements were signed on 15 January 2026, after the FY2025 annual. No Q1 FY2027 board date had been posted by 2-Nov-2026. The FY2026 annual results have not been posted and the October precedents have passed with no notice, so no Q1 FY2027 range is inferred here. [12]

AGM and dividend. The FY2025 AGM was on 30 December 2025 with a record date of 15 December 2025 [1 p.115]; the FY2024 record date was 28 November 2024 [12]. No FY2026 AGM, record date or dividend had been posted by 2-Nov-2026 [12]. The FY2026 auditor proposed by the audit committee is M/S FAMES & R [1 p.58]; its report has not been filed (not in the corpus at 1-Nov-2026).

Policy. Bangladesh's LDC graduation date is 24-Nov-2029 [15] [16]. The filings do not link it to any line of the company's accounts.

Risks: cash withdrawals, insurance claim, dividends unpaid, securities and interest

Each row below is a risk named in the filings or by the auditor. The line it moves is filled where a filing quote links that risk to a line; otherwise it reads "None disclosed".

FAQ

What does Fortune Shoes do?

It makes and exports leather and synthetic shoes for men, women and children from a factory at BSCIC Industrial Estate, Kawnia, Barishal, and calls itself 100% export oriented [1 p.16] [1 p.6].

What was Fortune Shoes' FY2025 revenue?

BDT 2,513.3m, with profit for the year of BDT 18.0m and EPS of BDT 0.11 [1 p.79].

What did the auditor say about the FY2025 accounts?

G. Kibria & Co. did not express an opinion; its first ground is BDT 755,974,589 withdrawn in cash using 207 cheques without supporting records [1 p.74].

Was the FY2024 audit also modified?

Yes. Artisan gave a qualified opinion because it could not conduct a physical inventory count [2 p.52].

How did Fortune Shoes do in the nine months to March 2026?

Revenue BDT 839.3m against BDT 1,865.0m a year earlier and a loss of BDT 148.9m, EPS (0.87), un-audited [8 p.2].

How much does Fortune Shoes borrow?

Bank borrowings were BDT 699.3m at March 2026, including short-term loans of BDT 534.6m [8 p.1].

Who controls Fortune Shoes?

Sponsors and directors held 30.93% at June 2025; the chairman, Md. Mizanur Rahman, held 22.42% [1 p.61].

Sources

1. Fortune Shoes Ltd. Annual Report 2024-2025 (year to 30-Jun-2025) · link · accessed 2026-11-02
2. Fortune Shoes Ltd. Annual Report 2023-2024 (year to 30-Jun-2024) · link · accessed 2026-11-02
3. Fortune Shoes Ltd. Annual Report 2022-2023 (year to 30-Jun-2023) · link · accessed 2026-11-02
4. Fortune Shoes Ltd. Annual Report 2021-2022 (year to 30-Jun-2022) · link · accessed 2026-11-02
5. Fortune Shoes Ltd. Annual Report 2020-2021 (year to 30-Jun-2021) · link · accessed 2026-11-02
6. Fortune Shoes Ltd. Annual Report 2019-2020 (year to 30-Jun-2020) · link · accessed 2026-11-02
7. Fortune Shoes Ltd. Annual Report 2018-2019 (year to 30-Jun-2019) · link · accessed 2026-11-02
8. Fortune Shoes Ltd. un-audited statements, nine months to 31-Mar-2026 · link · accessed 2026-11-02
9. Legacy Footwear PLC Annual Report 2024-2025 (year to 30-Jun-2025) · link · accessed 2026-11-02
10. Apex Footwear Limited Annual Report 2023-2024 (year to 30-Jun-2024) · link · accessed 2026-11-02
11. Bata Shoe Company (Bangladesh) Limited Integrated Annual Report 2025 (year to 31-Dec-2025) · link · accessed 2026-11-02
12. DSE news archive, FORTUNE, 31-Oct-2024 to 2-Nov-2026 (company disclosures) · link · accessed 2026-11-02
13. DSE: auditor's 'Disclaimer of Opinion and Emphasis of Matters', Fortune Shoes Limited, year ended 30 June 2025 · link · accessed 2026-11-02
14. DSE: auditor's 'Qualified Opinion and Emphasis of Matter', Fortune Shoes Limited, year ended 30 June 2024 · link · accessed 2026-11-02
15. The Daily Star, 'Bangladesh gets 3 more years for LDC graduation' (Oct-2026) · link · accessed 2026-11-02
16. The Business Standard, 'Bangladesh gets 3 more years for LDC graduation' (Oct-2026) · link · accessed 2026-11-02
17. AnalystBro published notes used for the peer set: Legacy Footwear, Apex Footwear, Bata Shoe · link · accessed 2026-11-02
18. AnalystBro price data (TradingView feed): DSE:FORTUNE daily bars to 2-Nov-2026 · link · accessed 2026-11-02
19. AnalystBro model for this report (workbook tabs below) · link · accessed 2026-11-02