GBB Power financial analysis: nil turnover since the PPA ended, BDT 81.8m of other income (Oct 2026)

Investment considerations: nil turnover since June 2023, BDT 692.2m of cash and FDR, a going-concern paragraph

GBB Power Limited owns a gas-fired plant inside the Bangladesh Power Development Board (BPDB) compound at Puratan Bogura. The company information page describes it as "a 20+/- (10%+/-) MW Power Plant" built "under an agreement with Bangladesh Power Development Board and for Gas purchase with Pashchimanchal Gas Company Limited (PGCL)" [1 p.11]. The directors' report states that "The sole activity of GBBPL is to generate electricity from its Bogura Power Plant" [1 p.49]. The rental contract with BPDB ran for 15 years and, in the words of note B, "was ended in 17 June 2023" [1 p.65]. Turnover was BDT 887.3m in FY2023 and nil in FY2024 and FY2025 [3 p.51] [1 p.62]. The DSE company page records the present operational status as "Operation Shutdown" [17].

What the filings show, on the company (separate) basis. Earnings: FY2025 profit after tax of BDT 11.1m (EPS BDT 0.11) and a FY2024 loss of BDT 35.6m (EPS BDT (0.35)) [1 p.62]. Source of profit: other income of BDT 81.8m in FY2025, of which "Interest on SND, MMSA and FDR Interest" was BDT 78.8m [1 p.79]. Costs: the cost of energy sold, with no energy sold, was BDT 26.3m and administrative, financial and other expenses were BDT 24.6m [1 p.62]. Tax: income tax expense of BDT 18.3m was 62.3% of profit before tax [1 p.62] [25]. Balance sheet: equity of BDT 2,063.9m was 96.1% of total assets; cash and FDR were BDT 692.2m [1 p.61] [25]. Record: ROE on average equity was above 5% in 2 of the 5 years we can compute, FY2021 (7.3%) and FY2023 (5.3%), and 0.5% in FY2025 [25].

Business: a 20 MW Bogura gas plant idle since 17 June 2023, a tea estate and two solar contracts

How the company made money. Under the BPDB contract the company invoiced monthly and BPDB paid 45 days after the invoice; note 10 quotes the contract: the invoice "shall show the due date of payment of the invoice to be 45 (forty five) days after date of issuance" [1 p.67]. The directors' report describes the tariff: "BPDB purchases 100% of the electricity produced by the company at a rate predetermined in the Power Purchase Agreement which is also adjusted as per consumer price index" [1 p.50]. Gas came from Pashchimanchal Gas Company Limited under an agreement signed "on July 3, 2007 for a term of 15 years" [1 p.50]. The plant uses "6 units of Natural gas fired MWM (formerly Deutz) sets of Germany" [1 p.49].

Capacity, as printed. Note B lists "Licensed by BERC (Net)" capacity of 22.80 MW, "Saleable Rental Capacity by PPA (Net)" of 20 (+/-) 10% MW, and installed and commissioned capacity of 23.26 MW; the capacity rented was "21.956 MW (Effective From 08/10/2022) to 17/06/2023", and electricity generated and sold in FY2025 is printed as "Nil" [1 p.65]. The directors' report gives "Total installed capacity of the plant is approximately 24.00 MW where contracted capacity is 22 MW of electricity" [1 p.50]. Both printings are recorded here as printed. The milestones page lists commercial operation in 2008, listing on the Dhaka and Chittagong exchanges in 2012 and, for 2018, "Finished complete overhauling (E70) of all engines after mandatory 70,000 hours of operation" [1 p.13].

The contract and the renewal request. The directors' report sets out the term: the BPDB agreement "shall terminate fifteen (15) years after the commercial operations date, unless extended or earlier terminated" [1 p.50]. It then states: "The Company has applied for extension of the Contract for Supply of Electricity to the Power Division of the Ministry of Power, Energy and Mineral Resources (MPEMR) on January 11, 2023 which is under active consideration. We belive that the power purchase agreement (PPA) will be extended by "No Power, No Pay" Policy, as discussed with BPDB, unless any major policy shift/U-Turn is taken by the government in its energy policy." [1 p.50] The chairman's message for FY2025 states that "the Company has remained fully engaged with the Ministry of Power, Energy and Mineral Resources to secure renewal and extension of the PPA" [1 p.43]. No renewal is recorded in the DSE news archive for 31-Oct-2024 to 1-Nov-2026 [16].

Subsidiaries and investments. GBB Tea Estate Limited is a subsidiary; GBB Power's paid-up capital in it is BDT 119.9m [1 p.70]. The tea estate's fixed assets are mainly land and land development of BDT 116.5m at June 2025, with BDT 3.5m of additions in FY2025 [1 p.87]. The consolidated statements show a non-controlling interest of BDT 4.9m [1 p.74]. The company also holds marketable securities of BDT 43.5m after a cumulative unrealised loss of BDT 81.6m at June 2025 [1 p.70]. This note uses the company (separate) statements throughout; consolidated figures appear where labelled, for the DSE-announced FY2026 numbers. Consolidated FY2025 profit after tax was BDT 11.0m, NAV per share BDT 20.31 [1 p.58] [1 p.80].

New business in 2026. On 25 January 2026 a Power Purchase Contract was signed between BPDB and the "Consortium of Fiber@Home and GBB Power Limited" for "Installation of 18 MW(AC) Solar Power Plant near Hathazari 230/132/33 KV Grid Substation, Chattogram"; the DSE post states that "The supply of Electrical Energy to the Grid will commence within the next 24 months from the contract signing date" (DSE post 27-Jan-2026) [16]. On 24-Aug-2026 the DSE carried a second notice: through Solaron Power Limited, a subsidiary in which GBB Power holds 70% "and the remaining 30% held by strategic partners with expertise in the solar energy sector", the company signed a PPA with the Station Headquarters, Cumilla Cantonment, 33rd Infantry Division, Bangladesh Army, for a 5.005 MWp (DC) ground-mounted solar plant "on OPEX/BOOT - Build, Own, Operate & Transfer - basis" "for a term of 25 (twenty-five) years from the Commercial Operation Date (COD)". The notice states that the investment, approved by the board on 23 August 2026, "is not expected to exceed Tk. 6 (six) crore" and that "The Commercial Operation Date (COD) is expected within the first half of 2027" [16]. The March 2026 statements list a "Deposit for Tender" of BDT 79.4m, including BDT 5.0m to Halda Solar Garden Limited, BDT 1.0m to Mass Corporation and a tender security pay order of BDT 73.4m [2 p.7]. The filings in the corpus do not state the capital cost or tariff of the Hathazari plant.

Line items: BDT 26.3m of plant costs with no output, BDT 81.8m of other income, a 62% tax charge

Turnover. FY2020 to FY2023 turnover was BDT 579.8m, BDT 668.7m, BDT 677.0m and BDT 887.3m [4 p.41] [3 p.51]. Growth was 15.3% in FY2021, 1.2% in FY2022 and 31.1% in FY2023 [25]. The filings read for this note do not split turnover into capacity and energy payments. FY2024 and FY2025 turnover is nil [1 p.76].

Cost of energy sold. The line was BDT 743.3m in FY2023, BDT 41.9m in FY2024 and BDT 26.3m in FY2025 [3 p.51] [1 p.62]; note 33 states all units are "in stopped position since then" [1 p.76]. Note 34.01 lists the FY2025 direct expenses: salary and allowances BDT 11.6m, repair and maintenance for engine BDT 7.1m, depreciation BDT 6.1m and operating expenses at the Bogra plant BDT 1.4m [1 p.76]. The company's note to that table: "Although the all engines are in stopped position during the period but the machinery needed to remain operational routine test for future effective production. As a result, repair, maintenance, and operating expenses at the Bogura plant Expenditure occured for engine." [1 p.76] FY2024 included gas consumed of BDT 3.4m and a plant all-risk insurance premium of BDT 3.2m; FY2025 shows neither [1 p.76].

Depreciation. Annexure-A charges 0% a year on plant and machinery (cost BDT 1,386.2m) and on tools and equipment (cost BDT 284.5m); the FY2025 charge of BDT 6.1m comes mainly from building and premises at 2.5% (BDT 3.0m) [1 p.86]. Note 5 states the policy: "Depreciation on all other fixed assets is computed using the diminishing balance method" [1 p.67]. The written-down value of plant and machinery was BDT 703.8m at 30 June 2025 [1 p.86]. Note 13 on impairment states that "disclosures with regard to 'Impairment of Assets' as per IAS 36 have not been considered necessary" [1 p.68]; the auditor lists impairment of property, plant and equipment as a key audit matter [1 p.55].

Administrative, financial and other expenses were BDT 24.6m in FY2025 and BDT 27.3m in FY2024 [1 p.62]. Within them, administrative expenses of BDT 15.9m included salary and allowances of BDT 7.4m, a "VAT for Demand" charge of BDT 1.2m and miscellaneous expenses of BDT 1.8m; directors' remuneration was nil (FY2024: BDT 0.2m) and directors' meeting allowances BDT 0.2m [1 p.77]. Financial expenses were BDT 1.4m of bank charges and bank guarantee commission; interest on bank loan was nil in FY2025 and BDT 1.1m in FY2024 [1 p.77]. Other expenses of BDT 7.4m included entertainment of BDT 1.3m and listing expenses of BDT 1.0m [1 p.78].

Other income. FY2025 other income of BDT 81.8m comprised "Interest on SND, MMSA and FDR Interest" of BDT 78.8m and cash dividend on investment of BDT 3.1m [1 p.79]. FY2024 other income was BDT 43.4m [1 p.79]. FDR balances were BDT 653.9m at June 2024 and BDT 684.6m at June 2025, at Bank Asia (Dhanmondi) and IDLC Finance (Gulshan) [1 p.72]. Interest income divided by the average FDR balance gives 11.8% for FY2025; the numerator includes SND and MMSA interest (derived) [25]. Note 37 gives the company's explanation of the EPS change: "EPS Increased due to all expenditure Lowered due to corporate restructuring." [1 p.79]

Tax. Income tax expense was BDT 18.3m on profit before tax of BDT 29.4m, 62.3% [1 p.62] [25]. Note 38 builds the FY2025 provision from "On Other Interest Earned" BDT 17.7m and "On Cash Dividend" BDT 0.6m [1 p.79]. Note 9 treats source tax as final: "the tax deducted at source by customer of Tk 16,339,302 is the final liability u/s. 52 N Income Tax Act 2023 if the company is to pay tax which is dependent upon award of the Court as has been stated in Note-42.00" [1 p.67]. FY2024 had income tax expense of BDT 9.7m on a pre-tax loss of BDT 25.8m [1 p.62].

FY2026: EPS BDT 0.07 on the DSE post, a 0.50% cash dividend, FDR of BDT 528.1m at March 2026

Nine months to March 2026 (company, un-audited). Other income was BDT 61.6m (nine months to March 2025: BDT 62.8m); cost of energy sold BDT 19.9m; administrative, financial and other expenses BDT 17.1m; profit after tax BDT 9.6m and EPS BDT 0.09 (BDT 0.10) [2 p.3]. The January-March 2026 quarter showed profit after tax of BDT 2.4m and EPS BDT 0.02; the January-March 2025 quarter BDT 3.9m and BDT 0.04 [2 p.3]. Operating cash flow for the nine months was BDT 7.3m, NOCFPS BDT 0.07 [2 p.4].

Balance sheet at 31 March 2026. Investment in FDR was BDT 528.1m and cash BDT 91.3m; the cash flow statement shows BDT 156.5m received from FDR and BDT 79.4m paid as "Investment-Bid Bond" [2 p.2] [2 p.4]. Investment at cost rose to BDT 249.7m, including the BDT 79.4m deposit for tender [2 p.7]. Equity was BDT 2,080.4m and NAV per share BDT 20.44 [2 p.2]. The statements are dated 30 April 2026, the date of the board meeting notified on DSE [2 p.2] [16].

Full year to June 2026 (DSE announcement, consolidated). The board met on 28 October 2026 and recommended a 0.50% cash dividend; the DSE post of 29-Oct-2026 reports consolidated EPS of BDT 0.07, NAV per share of BDT 20.61 and NOCFPS of BDT 0.07, with FY2025 figures of BDT 0.11, BDT 20.31 and BDT 0.20 [16]. The FY2026 annual report and audited statements were not in the corpus at 1-Nov-2026. The quarterly EPS posted on DSE for FY2026 was BDT 0.03 (Q1), BDT 0.04 (Q2) and BDT 0.02 (Q3) [16]; these are company-basis quarterly figures, and the full-year BDT 0.07 is consolidated.

Ratios: net margin 12.7% in FY2023, ROE 0.5% in FY2025

Margins in the years with turnover. Gross margin was 25.5% in FY2020, 27.3% in FY2021, 20.0% in FY2022 and 16.2% in FY2023; net margin 19.9%, 22.8%, 15.3% and 12.7% [25]. Other income was 41.7% of profit before tax in FY2020 and 26.9% in FY2023 [25]. No margin is defined for FY2024 and FY2025, with nil turnover.

Returns. ROE on average equity was 7.3% in FY2021, 4.9% in FY2022, 5.3% in FY2023, -1.7% in FY2024 and 0.5% in FY2025 [25]. Equity was BDT 2,029.1m at June 2020 and BDT 2,063.9m at June 2025 [4 p.40] [1 p.61]; the share capital of BDT 1,018.0m and share premium of BDT 866.6m made up BDT 1,884.6m of it [1 p.61]. Equity per share on 101,803,548 shares was BDT 20.27 at June 2025, the NAV per share printed by the company (BDT 20.27) [1 p.80] [25].

Cash conversion. Operating cash flow divided by profit after tax was 1.24x in FY2020, 2.06x in FY2021, 0.20x in FY2022, 0.76x in FY2023 and 1.91x in FY2025 [25]. FY2024 operating cash flow of BDT 309.9m came with a loss; the reconciliation in note 41 shows a BDT 530.9m decrease in accounts receivable [1 p.81]. The company's explanation of the FY2025 NOCFPS: "The reason for Decreasing of Net Operating Cash Flow Per Share from Tk. 3.04 to Tk. 0.21 is that the collection from turnover Became Nil." [1 p.81]

Receivables. Accounts receivable from BPDB were 71 days of turnover at June 2021, 160 days at June 2022 and 231 days at June 2023 [25]. The balance has been BDT 30.4m at June 2024, June 2025 and March 2026, all due from Bangladesh Power Development Board [1 p.71] [2 p.2]. Note 16.14 states "This is considered good and collectible and therefore, no amount was written off as bad debt" [1 p.69].

Balance sheet: no bank debt, BDT 692.2m of cash and FDR, BDT 127.2m of contingent income tax

Assets. At June 2025 property, plant and equipment was BDT 984.4m, 45.8% of total assets of BDT 2,147.5m; investment in FDR BDT 684.6m; advances, deposits and prepayments BDT 232.2m; investment at cost BDT 163.4m; inventories BDT 44.9m [1 p.61] [25]. Advances include tax deducted at source on energy payments of BDT 182.8m and on other income of BDT 37.3m [1 p.71] [1 p.72]. Inventories are spare parts for the E-70 overhaul of BDT 40.9m, general spare parts of BDT 3.0m and lubricants of BDT 1.0m, unchanged in FY2025 [1 p.71]; the auditor's inventory key audit matter cites the BDT 44,910,154 balance "held in Power plant at Bogura" [1 p.54].

Liabilities. Current liabilities were BDT 83.6m at June 2025: provision for income tax BDT 58.6m, accounts payable BDT 10.0m (all to Pashchimanchal Gas Co. Ltd.), WPPF BDT 9.6m, accrued expenses BDT 4.1m and unclaimed dividend BDT 1.1m [1 p.61] [1 p.74]. Short term bank loans were BDT 123.8m at June 2020, BDT 35.1m at June 2023 and nil from June 2024 [4 p.40] [3 p.50] [1 p.61]. After the year end the company paid BDT 7.4m to the Workers' welfare foundation on 29 July 2025 [1 p.75].

Liquidity over time. Cash and FDR were BDT 540.3m at June 2020, BDT 425.9m at June 2023, BDT 692.2m at June 2025 and BDT 619.5m at March 2026 [25]. In FY2024 operating cash flow was BDT 309.9m; the same statement shows BDT 277.1m invested in FDR, BDT 35.1m of short term loan repaid and BDT 24.9m of dividends paid [1 p.64].

Tax position. Note 42 lists advance income tax paid or collected of BDT 234.6m across nine assessment years: appeals to the Taxes Appellate Tribunal for accounting years 2008 to 2011 and 2020-2021 to 2021-2022, "Assessment under Process" for 2022-2023, "Return Submit" for 2023-2024 and "Return yet not Submit" for 2024-2025 [1 p.82]. Note 44 records a contingent liability of BDT 127,245,205 for income tax and explains: "The company was awarded Independent Power Producer (IPP) license on 10/01/2013 by the Bangladesh Energy Regulatory Commission (BERC) as per direction by the Honorable Supreme Court and as per issued license the company is supposed to enjoy tax holiday for 15 (fifteen) years from its date of commercial production dated 17.06.2008 in light of SRO No. 114-AIN/ 1999 dated 26.05.1999 of NBR. The Taxes Appellate Tribunal, Division Bench-2, Dhaka has, in its order dated 30/11/2015, already directed the Deputy Commissioner of Taxes to allow the said exemption and consider the above amount as income of the company." [1 p.83]

Audit and governance: a going-concern paragraph three years running, no independent director since 23-Dec-2024

Auditor's report for FY2025 (MABS & J Partners, partner S H Talukder FCA, dated 28 October 2025), quoted from the page images [1 p.54] [1 p.55] [1 p.56]. Opinion: "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 then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations." Basis for Opinion: "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 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."

Material uncertainty relating to Going Concern: "Without qualifying our opinion, we draw attention to the following matter: We draw attention to page no. 09 Note "B" to the financial statements describe the events or matters that may cast significant doubt on the Company's ability to continue as going concern, as the joint venture agreement was expired on June 17, 2023." [1 p.54] The report has no emphasis-of-matter or other-matter paragraph. Note B is printed on page 61 of the annual report [1 p.65]. The DSE posted the auditor's going-concern paragraph for FY2024 on 13-Nov-2024 and for FY2025 on 11-Dec-2025 [16]. The FY2024 report: "We draw attention to page no. 09 Note "B" to the financial statements describe the events or matters that may cast significant doubt on the Company's ability to continue as going concern, as the joint venture agreement was expired on June 17, 2023. Our opinion is not modified in respect of this event or matter." [5 p.43] The FY2023 report: "We draw attention to page no. 15 note "B'' to the financial statements describe the events or matters that may cast significant doubt on the Company's ability to continue as going concern, as the joint venture agreement was expired on June 17, 2023. Our opinion is not modified in respect of this event or matter." [3 p.43] The FY2024 report (S H Talukder FCA, dated 28 October 2024) lists two key audit matters, inventory of "Tk. 44,910,153 as at 30 June 2024, held in Power plant at Bogura" and PPE of "Tk. 1,105,696,652 as at 30 June 2024" [5 p.43] [5 p.44]; the BDT 1,105,696,652 is the consolidated carrying value [5 p.46]. Its legal-requirements section reads "we also report that except for the effects of the matters described in the Basis for Qualified Opinion section of our report", and the report prints no Basis for Qualified Opinion section [5 p.45].

Key audit matters, quoted in full. Valuation of Inventory: "The Inventory of Tk. 44,910,154 as at 30 June 2025, held in Power plant at Bogura. Inventories are carried at the lower of cost and net realizable value. As a result, the Directors apply judgment in determining the appropriate values for slow-moving or obsolete items. Inventories are maintained by manual interfaces and inputs, there is a risk that in appropriate management override and/or error may occur." [1 p.54] Impairment of Property, Plant and Equipment: "The carrying value of the PPE of Tk. 1,103,003,956 as at 30 June 2025. The economic climate and levels of competition remain challenging for the company. There is a risk that the impairment charge maybe misstated. Determining the level of impairment involves forecasting and discounting future cash flows and estimation of recoverable amounts which are inherently uncertain. This is one of the key judgmental areas that our audit has concentrated on. Inherently uncertain. This is one of the key judgmental areas that our audit has concentrated on." [1 p.55] The BDT 1,103,003,956 is the consolidated carrying value; the company figure is BDT 984,370,515 [1 p.57] [1 p.61].

The company's own statements on going concern. Note 16.11: "There is no significant doubt upon the company's ability to continue as a going concern." [1 p.69] The CEO and CFO declaration dated October 26, 2025, item (6): "The management's use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern." [1 p.47] The directors' report: "The auditor raise concerns about the company's ability to continue as a going concern. The Managment is actively pursuing the possibilities of a renewal of the Power Purchase Agreement." [1 p.53] The compliance annexure ticks condition 1.5(xvii), the no-significant-doubt statement, as complied [1 p.26].

Board and key management (FY2025 annual report). The board has five directors: Shamim Ara Islam (Chairperson & Director), Morziana Hasan (Managing Director), Mohammed Taifur Hossain (Director & CEO), Rintia Nazim (Director) and Rafsana Rafique (Director) [1 p.15]. The profiles state that Mrs. Shamim Ara Islam "was the former Executive Director of the now defunct GBB Trading (Private) Limited from 1990 to 1998" and "is the current Chairperson of GBB Tea Estate Ltd.", that Mrs. Morziana Hasan "is a sponsor shareholder of the company", and that Mr. M Taifur Hossain "is also the Managing Director of GBB Tea Estate Ltd." [1 p.15]. The profiles print no family relationships among the directors [1 p.15]. The management team page names Sk. Md. Rafiqul Islam as Head of Internal Audit, Tareq Mahamud as Chief Financial Officer and Mohammad Sattar Hossain as Company Secretary [1 p.18]. Shareholdings at 30 June 2025: Mr. Taifur Hossain 9.98%, Mrs. Shamim Ara Islam 6.66%, Mrs. Morziana Hasan 6.54%, Mrs. Rintia Nazim 4.41% and Mrs. Rafsana Rafique 4.41% [1 p.73].

Attendance in FY2025, as printed [1 p.51]. The board met six times: Mrs. Shamim Ara Islam, Mrs. Morziana Hasan, Mr. M. Taifur Hossain, Mrs. Rintia Nazim and Mrs. Rafsana Rafique attended 6 each; Mr. Moqsumul Quader and Mr. Syed Fazlul Karim, each marked "Expire of his tenure", attended 4 each. The audit committee met four times: Mr. Syed Fazlul Karim (Expire of his tenure) 2, Mrs. Rintia Nazim 4, Mrs. Rafsana Rafique 4, Mr. Mohammad Sattar Hossain 4. The nomination and remuneration committee met twice: Mr. Moqsumul Quader 2, Mrs. Rafsana Rafique 2, Mrs. Shamim Ara Islam 2, Mr. Mohammad Sattar Hossain 2.

FY2024, as printed in the 2023-2024 annual report (page images). The board met six times; Mrs. Shamim Ara Islam, Mrs. Morziana Hasan, Mr. M. Taifur Hossain, Mrs. Rintia Nazim, Mrs. Rafsana Rafique, Mr. Moqsumul Quader and Mr. Syed Fazlul Karim attended 6 each. The audit committee met four times: Mr. Syed Fazlul Karim, Mrs. Rintia Nazim, Mrs. Rafsana Rafique and Mr. Mohammad Sattar Hossain 4 each. The nomination and remuneration committee met once: Mr. Moqsumul Quader, Mrs. Rafsana Rafique, Mrs. Shamim Ara Islam and Mr. Mohammad Sattar Hossain 1 each [5 p.40]. The directors' report was signed on October 29, 2024 and the statements authorised on 28 October 2024 [5 p.42] [5 p.46]; the AGM notice dated December 02, 2024 set the 17th AGM for Monday, December 23, 2024 [5 p.5]. The FY2024 compliance annexure (Kazi Zahir Khan & Co.) ticks condition 1.1 with the remark "Board size 07 (seven) including Two Independent Director" and 1.2(a) with "The Company has 02 (Two) independent directors."; condition 1.2(e) carries the remark "All the Independent Director have been continuing their position for the 2nd terms. This is the last year for Independent Directors', in next AGM the board will appoint new Independent Directors." [5 p.16] [5 p.17]. On every annexure page (p.16-27, read from the images) no condition is ticked 'Not complied'; condition 1.5(xvii), the no-significant-doubt statement on going concern, is ticked complied; the FY2024 auditor's report carries the going-concern paragraph [5 p.19] [5 p.43]. The FY2024 directors' report also states that the audit committee "consists of four members including an Independent Director" [5 p.42].

Committee composition, as printed on different pages. The committee page lists the audit committee as Rintia Nazim (Chairman), Rafsana Rafique (Member) and Mohammed Sattar Hossain (Secretary), and the nomination and remuneration committee as Shamim Ara Islam (Chairman), Rafsana Rafique (Member) and Mohammed Sattar Hossain (Secretary) [1 p.17]. The NRC report names "Mrs. Rafsana Rafique, Chairman" and "Mrs. Shamim Ara Islam, Member" and is signed by Mrs. Rafsana Rafique as chairman [1 p.20]. The audit committee report lists the same three audit committee members and states "The Committee held Four meetings during the period under review" [1 p.36]. The directors' report states that the audit committee "consists of four members including an Independent Director and company secretary" [1 p.53]. The statement of corporate governance states "the Board has appointed two Independent Director as per the Security and Exchange Commission's requirement" [1 p.21].

The corporate-governance compliance annexure (Kazi Zahir Khan & Co.), read page by page from the images [1 p.23] [1 p.24] [1 p.25] [1 p.26] [1 p.27] [1 p.28] [1 p.29] [1 p.30] [1 p.31] [1 p.32] [1 p.33] [1 p.34]. Three conditions are ticked in the 'Not complied' column. Condition 1.2(a), "At least one fifth (1/5) of the total number of Directors shall be Independent Directors", with the remark: "The Company's two Independent Directors retired on 23 December 2024. Following their retirement, the Company sent letters to the Bangladesh Securities and Exchange Commission (BSEC) seeking approval for the appointment of two new Independent Directors—one on 26 January 2025, another on 29 April 2025, and another on 08 October 2025. The appointment of the new Independent Director is currently under review by BSEC." [1 p.23] Condition 2(b), "At least 1 (one) independent director on the board of the holding company shall be a director on the Board of the subsidiary company", with the remark: "The Independent Director were absent in the Board meeting held on January 30,2025 & April 30, 2025 as their appointment period had already expired and new Independent Directors Approval is pending at BSEC." [1 p.28] Condition 6.3(a), "The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director", with the remark "Due to absence of Independent Directors." [1 p.32]

Rows in the same annexure with no tick, or with remarks that conflict with other pages. Condition 1.2(d), "The post of independent director(s) cannot remain vacant for more than 90 (ninety) days", carries no tick and the remark "Approval is pending at BSEC." [1 p.24]. Condition 6.2(h), "The quorum of the NRC meeting shall not constitute without the attendance of at least an independent director", is ticked complied with the remark "Due to the absence of Independent Directors." [1 p.32]. Conditions 5.2(b) (audit committee to "include at least 1 (one) independent director"), 5.2(f) (audit committee quorum), 5.3(a) (audit committee chairperson "who shall be an independent director"), 5.4(b) and 6.2(a) (NRC "including an independent director") are ticked complied [1 p.29] [1 p.30] [1 p.32]. Conditions 1.2(b)(i)-(x), 1.2(c), 1.3(a), 1.3(b)(i), 1.3(b)(ii), 1.3(b)(iv), 1.3(c), 1.3(d), 1.5(ii), 1.5(vi) (related party transactions), 1.5(vii), 1.5(viii), 1.5(x) ("A statement of Remuneration paid to directors including independent directors"), 1.5(xxi), 1.5(xxiii)(d) and 5.5(m) are marked "Not Applicable" [1 p.23] [1 p.24] [1 p.25] [1 p.26] [1 p.27] [1 p.31]. Conditions 1.3(b)(iii) and 1.3(b)(v) carry remarks: "One out of two proposed independent directors' educational qualifications is BSc in Civil Engineering and MBA in H RM." and "One out of two proposed independent directors is a Barrister practicing in the High Court Division of Bangladesh Supreme Court." [1 p.24] [1 p.25]. The certificate of the same firm, dated November 18, 2025, states "(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above-mentioned Corporate Governance Code issued by the Commission" and "(d) The governance of the company is satisfactory." [1 p.35]

Other printed statements that conflict with each other. The consolidated statement of changes in equity labels the FY2024 dividend deduction of BDT 20,360,710 "Cash Dividend 2% for FY 2022-2023", the company statement labels it "Cash Dividend 3% Final For 2021-22", and note 32 labels it "2% Final Cash Dividend for the year ended 30 June 2024" [1 p.59] [1 p.63] [1 p.76]. The five-year table shows 2% for FY2023 and 0% for FY2024 [1 p.52]. The chairman's message dates the no-dividend board decision "October 26, 2025"; the statements and note 46 give the board meeting as 28 October 2025, and the directors' report is signed October 29, 2025 [1 p.43] [1 p.83] [1 p.53]. Note 16.15 and the directors' report state that the company "carried no transactions with related parties" for FY2025 [1 p.69] [1 p.50]. The auditor for FY2026 proposed by the board is Kazi Zahir Khan & Co., and MABS & J Partners for the corporate governance certificate [1 p.52].

Ownership and dividends: directors 32.01%, 0.50% cash for FY2026

Ownership. At 30 June 2025 the five directors held 32.00% between them on the note 24.03 table, institutions 12.97% and other individuals 55.02%; the shareholder count was 12,372 [1 p.73]. The DSE company page shows sponsors and directors at 32.01%, institutions at 12.03% and the public at 55.96% at 30 September 2026 [17]. Share capital reached 101,803,548 shares after bonus issues from 2012 to 2016 [1 p.74].

Dividends. The five-year table records cash dividends of 11.50% for FY2021, 3% for FY2022 and 2% for FY2023, and 0% for FY2024 and FY2025 [1 p.52]. On 101,803,548 shares these are BDT 117.1m, BDT 30.5m and BDT 20.4m, 76.9%, 29.6% and 18.1% of company profit after tax [25]. For FY2026 the board recommended 0.50% cash, BDT 5.1m on the same share count (DSE post 29-Oct-2026) [16] [25]. The dividend policy states: "The Company shall endeavor to maintain a minimum dividend payout rate of 30% of the annual consolidated Profits after Tax (PAT) of the Company, subject to consideration of the parameters stated in this Policy" [1 p.40]. During FY2024 the company transferred BDT 5.0m of unclaimed dividend to the Capital Market Stabilization fund [1 p.76].

Peers: four power companies' FY2025 separate statements, figures side by side

Peers are the power companies with published AnalystBro notes: Doreen Power Generations and Systems, Khulna Power Company, Summit Power and United Power Generation & Distribution. Figures are each company's separate (company) statements for the year to 30 June 2025, with each company's printed labels; consolidated figures are excluded. Businesses as printed: Doreen, "The principal activity of the Company is to set up power plants for generation and supply of electricity" [18 p.140]; Khulna Power, "generation and selling of electricity to Bangladesh Power Development Board (BPDB)" [19 p.11]; Summit Power, "to generate and supply of electricity" [20 p.13]; United Power, gas-fired plants at the Dhaka and Chattogram export processing zones selling to EPZ industries, with Sylhet, Jamalpur and Anwara plants selling to BPDB and BREB under PPAs [21 p.212]; GBB Power, "The sole activity of GBBPL is to generate electricity from its Bogura Power Plant" [1 p.49].

FY2025 separate figures. Doreen: revenue nil, "Net (loss)/profit after income tax" of BDT (476.2)m including an "Impairment loss on building and plants valuation" of BDT 409.9m, EPS BDT (2.63) [18 p.136]. Khulna Power: revenue BDT 822.2m, "Profit for the year" BDT 114.8m including a "Share of profit from associate" of BDT 325.5m, EPS BDT 0.29 [19 p.8]. Summit Power: separate revenue BDT 5,557.4m, "Profit after income tax" of BDT (1,486.5)m, EPS BDT (1.39) [20 p.9]. United Power: separate revenue BDT 31,334.0m, "Profit after income tax" BDT 10,747.5m including "Dividend from subsidiary company" of BDT 1,295.1m, EPS BDT 18.54 [21 p.208]. GBB Power: turnover nil, "Net Profit after Tax" BDT 11.1m, EPS BDT 0.11 [1 p.62]. Doreen's separate statements also record PPAs for three plants that expired between November 2023 and February 2024 and state that the Power Division "has rejected to renew these PPAs further" [18 p.140]. The businesses differ in size, fuel, contracts and group structure; the table states the figures side by side without ranking. Auditors' opinions as printed: Doreen, "Qualified Opinion" on gratuity provisions in its subsidiaries, with a "Material Uncertainty Related to Going Concern" [18 p.122]; Khulna Power, "Qualified Opinion" citing the PPA for Unit II and Unit III that "has expired on 23 March 2024" and an unassessed PPE impairment, with two emphasis-of-matter paragraphs [19 p.2]; Summit Power, unmodified with three emphasis-of-matter items including disputed BREB receivables of BDT 6,956,415,757 [20 p.2]; United Power, unmodified with "Emphasis of Matters" on notes 1.4, 46.2, 40 and 55 (I) [21 p.200].

What's next: record date 26-Nov-2026, AGM 21-Dec-2026, Q1 FY2027 statements 1-15 Nov 2026 (inferred)

Dated items after 31 October 2026. The record date for the FY2026 dividend is 26-Nov-2026 and the AGM is on 21-Dec-2026 at 10:00 AM in hybrid form at Hotel Naz Garden, Bogura (DSE post 29-Oct-2026) [16]. No board meeting date for the first-quarter (September 2026) statements was notified on DSE at 1-Nov-2026 [16]. The first-quarter statements of the last 10 years are dated 30-Oct-2016, 9-Nov-2017, 13-Nov-2018, 14-Nov-2019, 12-Nov-2020, 14-Nov-2021, 14-Nov-2022, 14-Nov-2023, 14-Nov-2024, 10-Nov-2025 [15 p.2] [14 p.3] [13 p.2] [12 p.4] [11 p.3] [10 p.2] [9 p.2] [8 p.2] [7 p.2] [6 p.2]. The inferred range is 1-Nov-2026 to 15-Nov-2026 (inferred, 10 years). The 30-Oct precedent (2016) fell before the note date; 29-Oct-2026 to 31-Oct-2026 passed with no board-meeting notice on DSE [16].

Undated items. The Hathazari contract states supply "will commence within the next 24 months from the contract signing date" (25 January 2026); the Cumilla plant's "Commercial Operation Date (COD) is expected within the first half of 2027" [16]. The FY2026 annual report, BSEC's decision on the independent directors and the PPA extension application of January 11, 2023 carry no date in the filings [1 p.23] [1 p.50]. Bangladesh's LDC graduation date is 24-Nov-2029 [22] [23]; the filings do not link it to any line item.

Risks: the PPA, going concern, BDT 127.2m of contingent tax, no independent directors

The risk table below sets each item beside the figure in the filings. Where a filing ties the item to a line, the quote is given; otherwise the column reads "None disclosed". Note 33 ties nil turnover to the end of the PPA: "This turnover is Nil due to expiration of power purchase agreement with BPDB from 17 June 2023" [1 p.76]. Note 44 labels the BDT 127,245,205 contingent liability "Income Tax" under "Contingent Liability (IAS 37)"; it is not recognised, and the line column reads "None disclosed" [1 p.83]. The directors' report lists exchange-rate, industry, technology, operations and project-duration risks with management's perception of each [1 p.49] [1 p.50].

Key questions: the PPA, the plant's value, the solar terms and the board

Questions the filings leave open, each with the latest printed fact. First, the PPA: the application of January 11, 2023 is "under active consideration" in the FY2025 directors' report [1 p.50]; the FY2026 annual report was not in the corpus at 1-Nov-2026. Second, the plant's value: plant and machinery of BDT 703.8m carries no depreciation and the company made no IAS 36 disclosure [1 p.68] [1 p.86]; the board proposed Kazi Zahir Khan & Co. as FY2026 auditor [1 p.52]. Third, the solar projects: the DSE notices give capacity and term and, for Cumilla, an investment cap of Tk 6 crore [16]; the filings in the corpus do not give tariffs, financing or the company's share of the Hathazari consortium. Fourth, the board: the annexure records BSEC letters of 26 January 2025, 29 April 2025 and 08 October 2025 [1 p.23]; no DSE notice of appointment to 1-Nov-2026 [16]. Fifth, the deposits: FDR fell from BDT 684.6m to BDT 528.1m between June 2025 and March 2026 [2 p.2]; the cash flow shows BDT 156.5m received from FDR and BDT 79.4m paid as Investment-Bid Bond [2 p.4].

Price and multiples, as facts. The close on 29-Oct-2026 was BDT 12.8; the 52-week closing range was BDT 5.4 (13-Jan-2026) to BDT 16.3 (18-Aug-2026) [24]. On the DSE-announced FY2026 figures the P/E is 182.9x and the P/B on NAV of BDT 20.61 is 0.62x [16] [24]. In response to a DSE query dated August 04, 2026 the company stated "there is no undisclosed price sensitive information of the company for recent unusual price hike and increase in trading volume of shares" (DSE post 6-Aug-2026) [16]. The DSE lists the shares in the Z category [17].

FAQ

What does GBB Power do?

It owns a gas-fired plant of 20 MW (+/-10%) at the BPDB compound in Bogura that sold electricity to BPDB under a 15-year rental contract which ended on 17 June 2023 [1 p.11] [1 p.65].

Has GBB Power had any turnover since June 2023?

No. Turnover was nil in FY2024 and FY2025 and in the nine months to March 2026 [1 p.62] [2 p.3].

Where did the FY2025 profit come from?

Other income of BDT 81.8m, mainly interest on SND, MMSA and FDR of BDT 78.8m; profit after tax was BDT 11.1m [1 p.62] [1 p.79].

What did GBB Power report for FY2026?

Consolidated EPS of BDT 0.07, NAV per share of BDT 20.61 and NOCFPS of BDT 0.07, with a 0.50% cash dividend (DSE post 29-Oct-2026) [16].

Does the auditor qualify the opinion?

No. The FY2025 opinion is unmodified with a 'Material uncertainty relating to Going Concern' paragraph citing the expiry of the agreement on June 17, 2023 [1 p.54].

Does GBB Power have bank debt?

No bank borrowings are printed at June 2024, June 2025 or March 2026 [1 p.61] [2 p.2].

Who are the independent directors?

None at present: the two independent directors retired on 23 December 2024 and BSEC approval of replacements is pending [1 p.23].

What new projects has GBB Power announced?

An 18 MW(AC) solar plant near Hathazari under a contract with BPDB signed on 25 January 2026, and a 5.005 MWp solar plant at Cumilla Cantonment through 70%-owned Solaron Power Limited [16].

When is the AGM and record date?

Record date 26-Nov-2026; AGM 21-Dec-2026 [16].

When does the financial year end?

On 30 June [1 p.61].

Sources

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2. GBB Power Limited un-audited statements, nine months to 31-Mar-2026 (dated 30 April 2026) · link · accessed 2026-11-02
3. GBB Power Limited Annual Report 2022-2023 (year to 30-Jun-2023; auditor MABS & J Partners) · link · accessed 2026-11-02
4. GBB Power Limited Annual Report 2020-2021 (year to 30-Jun-2021; auditor Kazi Zahir Khan & Co.) · link · accessed 2026-11-02
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6. GBB Power Limited un-audited first-quarter statements to 30-Sep-2025 (dated 10 November 2025) · link · accessed 2026-11-02
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10. GBB Power Limited un-audited first-quarter statements to 30-Sep-2021 (dated 14 November 2021) · link · accessed 2026-11-02
11. GBB Power Limited un-audited first-quarter statements to 30-Sep-2020 (dated 12 November 2020) · link · accessed 2026-11-02
12. GBB Power Limited un-audited first-quarter statements to 30-Sep-2019 (dated 14 November 2019) · link · accessed 2026-11-02
13. GBB Power Limited un-audited first-quarter statements to 30-Sep-2018 (dated 13 November 2018) · link · accessed 2026-11-02
14. GBB Power Limited un-audited first-quarter statements to 30-Sep-2017 (dated 9 November 2017) · link · accessed 2026-11-02
15. GBB Power Limited un-audited first-quarter statements to 30-Sep-2016 (dated 30 October 2016) · link · accessed 2026-11-02
16. Dhaka Stock Exchange news archive for GBBPOWER, posts 7-Nov-2024 to 29-Oct-2026 (results, dividends, board-meeting notices, auditor's opinion, PPA and PPC signings) · link · accessed 2026-11-02
17. Dhaka Stock Exchange company page for GBBPOWER (shareholding at 30-Jun-2025 and 30-Sep-2026, dividend history, market category, operational status) · link · accessed 2026-11-02
18. Doreen Power Generations and Systems Limited Annual Report 2025 (separate statements, year to 30-Jun-2025) · link · accessed 2026-11-02
19. Khulna Power Company Ltd. audited financial statements, year to 30-Jun-2025 · link · accessed 2026-11-02
20. Summit Power Limited audited financial statements, year to 30-Jun-2025 (consolidated and separate) · link · accessed 2026-11-02
21. United Power Generation & Distribution Company Ltd. Annual Report 2024-25 (separate statements) · link · accessed 2026-11-02
22. The Daily Star, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-02
23. The Business Standard, 'Bangladesh gets 3 more years before LDC graduation' (30-Oct-2026) · link · accessed 2026-11-02
24. AnalystBro price data (TradingView feed): DSE:GBBPOWER daily closes 30-Oct-2025 to 29-Oct-2026 · link · accessed 2026-11-02
25. AnalystBro model for this report (workbook tabs below) · link · accessed 2026-11-02