National Tubes financial analysis: qualified FY2025 audit, BDT 59.9m profit, then a BDT 55.8m nine-month loss (Oct 2026)

Investment considerations: two profitable years and a 4% then 1% dividend; a qualified FY2025 audit and a 9M FY2026 loss

National Tubes Limited (NTL) makes galvanised (G.I.), mild steel (M.S.) and API-licensed steel pipes at Tongi, Gazipur. Note 1 to the FY2025 statements prints that the company 'was established in the private sector in 1964. It was nationalized and placed under BSEC in 1972. The enterprise was transformed into a public company in 1989 by off-loading 49. percent shares to the general public' [1 p.15]. BSEC here is the Bangladesh Steel & Engineering Corporation, which the FY2021 annual report lists as holder of 1,77,59,118 shares (51.00%) [7 p.34]; the DSE page shows the government at 51.00% on 30-Sep-2026 [16].

The FY2025 statements cover the year to 30-Jun-2025, confirmed by the headings 'As at June 30, 2025' and 'For the year ended June 30, 2025' on the statement pages [1 p.11] [1 p.12]. Revenue was BDT 486.9m, cost of goods sold BDT 299.5m, gross profit BDT 187.4m, financial expenses BDT 47.4m and profit after tax BDT 59.9m [1 p.12]. The auditor, Mahamud Sabuj & Co., issued a 'Qualified Opinion' dated 11 Nov 2025 [1 p.2] [1 p.11]. The FY2026 annual statements (year to 30-Jun-2026) are not in the corpus at 1-Nov-2026, and no board meeting on them is notified on DSE at 2-Nov-2026 [15]. The latest interim is the 3rd Quarter Report to 31-Mar-2026 [2 p.1].

Over FY2018-FY2025 the company reported losses in 4 of 8 years (FY18, FY19, FY22, FY23) and a cumulative profit after tax of BDT -31.5m (derived) [9 p.47] [7 p.53] [5 p.9] [1 p.12] [26]. Property, plant and equipment of BDT 5,225.8m was 82.0% of total assets of BDT 6,376.3m at 30-Jun-2025, and advance income tax of BDT 431.4m was 6.8% (derived) [1 p.11] [26]. The considerations below list what the filings show on each side.

Business: A.P.I. pipe was 98.0% of FY2025 gross sales, sold to state gas and water utilities

Note 1 prints the nature of business as 'The Company manufactures G.I; A.P.I. & M.S. Pipes ranging from 2" to 8" dia.' and places the factory 'on the Dhaka-Mymensing highway on 14.31-acre land at 131-142 Tongi Industrial Area' [1 p.15]. The key audit matter on revenue describes sales 'of MS Pipe, GI Pipe, and API Pipe which are recognized when deliveries are made against the sales order received from customers' [1 p.6]. The FY2021 annual report shows certificates from the American Petroleum Institute, including licence number 5L-0025 for use of the API Monogram [7 p.9].

Note 27.01 splits FY2025 gross sales of BDT 559.98m by product: A.P.I. Pipe 2,244.146 M. Ton for 5,488.83 lac, M.S. Pipe 20.191 M. Ton for 18.31 lac, G.I. Pipe 1.079 M. Ton for 1.55 lac and others 182.873 M. Ton for 91.07 lac [1 p.27]. A.P.I. Pipe was 98.0% of the note 27.01 total in FY2025 and 97.7% in FY2024 (derived) [26]. Total quantity sold fell from 2,765.197 to 2,448.289 M. Ton (-11.5%) [1 p.27] [26].

The customers are named in the receivables note. At 30-Jun-2025 trade and other receivables of BDT 98.1m (before an excess-received line and a provision of BDT 0.57m) were owed by Karnafully Gas T&D Co. Ltd. (BDT 38.1m), Jalalabad Gas Trans. & Distribution Co (BDT 21.4m), Bakhrabad Gas T&D Co. Ltd. (BDT 17.5m), Dhaka Wasa (BDT 17.1m), Dockyard & Engineering Works Ltd (BDT 2.7m), Titas Gas T&D Co. Ltd. (BDT 0.7m) and Paschimanchal Gas Company Ltd (PGCL) (BDT 0.7m) [1 p.21]. The five gas companies held 79.9% of the printed total (derived) [26]. The FY2021 audit committee report states that the company 'depends mostly on government's institutional buyers' [7 p.39].

Note 1 prints the plant history: a first unit of 6,000 metric tons per year 'established in 1964 and abandoned in 1993', a second unit (3 to 4 inches) from 1980 with 9,000 metric tons of welding capacity and a third unit (4 to 8 inches) from 1982 [1 p.15]. Note 41 (PRODUCTION CAPACITY) states: 'The Installed Capacity of 3(Three) Units of the Mill was 45,000 M.Ton. But due to declaration the 1st Unit as abandoned, the Installed capacity stood at 39,000 M.ton of which attainable capacity is 6,100 M.Ton (As pe 569 th Board Decetion). Actual Production during the year is 3474 M.Ton as against the target of 4000 M.Ton.' [1 p.31]. Production of 3,474 M.Ton was 57.0% of the attainable figure (derived) [26]. Employees numbered 141 in FY2025 and 154 in FY2020-21 [1 p.41].

Line items: FY2025 revenue down 15.0%, gross margin 38.5% and financial expenses of BDT 47.4m

Revenue. Revenue was BDT 252.2m in FY2018, BDT 354.6m in FY2021, BDT 272.4m in FY2022, BDT 572.6m in FY2024 and BDT 486.9m in FY2025 [9 p.47] [7 p.53] [5 p.9] [1 p.12]. The FY2024 rise was 82.7% and the FY2025 fall 15.0% [26]. VAT was 13.0% of gross sales in both years [1 p.27] [26]. Gross sales per tonne sold were BDT 238,141 in FY2024 and BDT 228,722 in FY2025 (derived) [26]. The 9M FY2026 note explains the EPS change as 'Due to decrease sales a) income the company as compared with the previous year i.e. 49.92%' [2 p.7].

Cost of goods sold. FY2025 COGS of BDT 299.5m is built from raw materials consumed of BDT 328.4m and factory overhead of BDT 113.6m, giving a cost of production of BDT 442.0m, plus a decrease in work in process of BDT 0.9m (cost of goods manufactured BDT 442.8m), less an increase in finished goods of BDT 143.4m, giving BDT 299.5m [1 p.28]. Annexure-C prints imported steel strips used of 3,667 M.Ton for BDT 328.4m, an average of BDT 89,552 per M.Ton [1 p.39]. Factory wages, salaries and allowances were BDT 77.8m in FY2025 and BDT 81.3m in FY2024 [1 p.28]. Gross margin was 8.7% in FY2018, 0.1% in FY2022, 32.8% in FY2024 and 38.5% in FY2025 [26].

Operating expenses. Administrative expenses were BDT 47.4m in FY2025 and BDT 56.3m in FY2024; selling and distribution expenses were BDT 15.9m and BDT 14.1m; the managing director's remuneration was BDT 1.8m in each year [1 p.12]. Their sum was 13.4% of revenue in FY2025 and 23.2% in FY2018 [26]. Note 30.01 prints administrative salaries and other allowances of BDT 34.3m in FY2025 [1 p.29].

Financial expenses. Financial expenses were BDT 47.4m in FY2025, of which interest on bank loan was BDT 47.1m [1 p.30]. They were 9.7% of revenue in FY2025 and 7.5% in FY2024 [26]. Short term loans from BASIC Bank Ltd., a cash credit account and an LTR's & SOD loan, were BDT 286.0m at 30-Jun-2025 [1 p.25]. Financial expenses divided by average short term loans were 15.2% in FY2025 and 10.5% in FY2019 (derived; the government loans carry no interest) [26]. The interest cover (operating profit divided by financial expenses) was 2.58x in FY2025 [26].

Other lines. Non operating income was BDT 2.3m in FY2025 and BDT 11.9m in FY2024; the 'Others' line within it was BDT 1.1m and BDT 10.9m [1 p.30]. FY2020 and FY2021 carried an 'Adjustment against wages commission' of BDT 6.4m and BDT 8.7m [7 p.53]. WPPF was BDT 3.9m in FY2025 [1 p.12]. Income tax expense was BDT 13.5m in FY2025: current tax of BDT 15.1m (the higher of a regular tax of BDT 15.1m and a minimum tax of BDT 4.9m) and a deferred tax income of BDT 1.6m [1 p.12] [1 p.30].

Interim: 9M FY2026 net sales of BDT 181.5m and a loss after tax of BDT 55.8m

The 3rd Quarter Report shows net sales of BDT 181.5m for July 2025 to March 2026 and BDT 362.4m a year earlier, down 49.9% [2 p.1] [26]. Gross profit was BDT 21.5m (BDT 116.7m a year earlier), financial/interest expenses BDT 37.4m (BDT 37.1m), and the result after tax a loss of BDT 55.8m (a profit of BDT 26.7m) [2 p.1]. The statement prints an income tax expense of BDT 3.9m on the 9M FY2026 loss before tax of BDT 51.9m, with current tax of BDT 1.8m and deferred tax of BDT 2.0m [2 p.1].

For January to March 2026 net sales were BDT 81.2m and the loss after tax BDT 13.1m, EPS BDT (0.38) [2 p.1]. DSE posts give EPS of BDT (0.77) for July-September 2025 and BDT (1.23) for July-December 2025, and NOCFPS of BDT (2.02) and BDT (1.44) [15]. The Q1 statements give the reason for the first-quarter EPS as 'due to decrease tumover as compared with the previous period' [3 p.7]. Cash flow from operating activities was BDT 5.9m for the nine months (NOCFPS BDT 0.17) [2 p.1]. Finished goods were BDT 394.0m and inventories BDT 490.2m at 31-Mar-2026 [2 p.3]; debtors were BDT 39.5m [2 p.1].

Ratios: inventory days of 702 and a 16.1% return on equity excluding revaluation in FY2025

Returns. Profit after tax divided by average equity was 1.3% in FY2025 and 1.4% in FY2024 [26]. Equity includes a revaluation reserve of BDT 4,395.9m at 30-Jun-2025 [1 p.11]. On average equity excluding the revaluation reserve the figure was 16.1% in FY2025, 23.1% in FY2024 and -26.3% in FY2022 (derived) [26]. Asset turnover was 0.077x in FY2025 [26].

Working capital. Year-end inventories were 702 days of FY2025 cost of goods sold, 400 days in FY2024 and 953 days in FY2020 [26]. Year-end receivables were 73 days of FY2025 revenue and 103 days in FY2024 [26]. The FY2025 ageing prints BDT 53.6m at 1 to 3 months, BDT 25.0m at 4 to 6 months, BDT 10.0m at 7 to 12 months and BDT 9.0m at one year and above [1 p.21].

Leverage. Loans (the BDT 59.5m government loans plus short term loans) were BDT 345.5m at 30-Jun-2025, 0.07x equity and 0.87x equity excluding the revaluation reserve (derived) [26]. Deferred tax liability was BDT 750.2m at 30-Jun-2025 and BDT 209.8m at 30-Jun-2023 as first printed [5 p.8]. The FY2024 statements added BDT 548.3m to the opening deferred tax liability as an adjustment for prior period error (note 18) [1 p.25]; in equity it was booked as BDT (568.2)m in the revaluation reserve and BDT 19.9m in retained earnings (statement of changes in equity) [1 p.13].

Cash conversion. Operating cash flow was negative in 3 of the 8 years FY2018-FY2025 (FY2019, FY2020, FY2024) [26]. Operating cash flow was BDT 74.8m in FY2025 and BDT (128.0)m in FY2024; operating cash flow divided by profit after tax was 1.25x in FY2025 [1 p.14] [26]. Cash spent on fixed assets was BDT 10.4m in FY2025 and between nil and BDT 2.9m in each of FY2018-FY2024 [26]. Income tax paid was BDT 41.2m in FY2025 [1 p.14].

Balance sheet: finished goods of BDT 435.2m, advance income tax of BDT 431.4m and overdue government loans of BDT 50.7m

Inventories were BDT 575.8m at 30-Jun-2025: raw materials and chemicals BDT 78.5m, stores and spares BDT 34.2m, work-in-process BDT 27.8m, finished goods BDT 435.2m and stores in transit BDT 0.07m [1 p.20] [1 p.21]. Finished goods were 4,298.301 M. Ton, of which A.P.I. Pipe 3,537.450 M. Ton valued at BDT 377.4m [1 p.21]. Note 6.04 states 'Physical verification has been carried out at the end of the year by inventory committee formed by management' [1 p.21]. The work-in-process line of BDT 27.8m is the amount the auditor found 'did not physically exist' [1 p.2].

Advance income tax was BDT 431.4m at 30-Jun-2025, up from BDT 266.6m at 30-Jun-2018 [1 p.11] [9 p.46]. The provision for income tax was BDT 98.0m [1 p.27]. The FY2025 audit committee report 'Advised to take necessary steps to realize and/or adjust large amount of advanced income tax already paid to NBR' [11 p.47].

Current account with disinvested BSEC mills was BDT 8.7m in each year from 30-Jun-2018 to 31-Mar-2026, owed by Dockyard and Engineering Works Ltd. (BDT 3.66m), Bangladesh Cycle Industries Ltd. (BDT 2.18m), Chittagong Steel Mills Ltd. (BDT 1.10m), Metalex Corporation Ltd. (BDT 0.95m) and Bangladesh Diesel Plant Ltd. (BDT 0.84m) [1 p.22] [9 p.46] [2 p.1]. The inter-project current account payable rose from BDT 0.6m to BDT 50.6m, of which Pragati Industries Ltd. BDT 50.0m [1 p.27].

Liabilities to staff funds: obligatory employee retirement benefit (gratuity and pension) was BDT 131.7m at 30-Jun-2025 [1 p.11]. Trade and other payables include CPF contribution of BDT 10.2m and CPF loan recovery of BDT 6.6m [1 p.25], the amounts the auditor says were not transferred to the Provident Fund Trustee Account [1 p.4]. Provision for expenses rose from BDT 65.3m to BDT 153.8m [1 p.11]. Note 49 states 'There has been no contingent liabilities to the company' [1 p.32].

Government loans. Long term loans of BDT 59.5m comprise an 'Interest Free Quasi Equity Loan from Government of Bangladesh' of BDT 50.7m, all printed as overdue principal, and an 'Interest Free Loan from the Government of Bangladesh' of BDT 8.8m [1 p.24]. Note 16.01 states: 'Interest-Free Quasi Equity Loan is repayable in 20(Twenty) equal half-yearly installment effective from 01-01-1994. Accordingly 20(Twenty) installments aggregating Tk.5,62,99,473 have been due up to 31-12-2003. But only 2(two) installments aggregating Tk.56,30,000 have been paid and the rest 18(Eighteen) over due installment aggregating Tk.5,06,69,473 have not been paid.' [1 p.24]

Audit: a Qualified Opinion on FY2025, with two basis paragraphs and nine emphasis-of-matter paragraphs

Mahamud Sabuj & Co. (Md. Mahamud Hosain, FCA, Managing Partner) signed the FY2025 report on 11 NOV 2025 [1 p.10] [1 p.11]. The opinion paragraph reads: 'In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give a true and fair view of the state of the affairs of the Company, the statement of financial position as of 30 June 2025, the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year ended 30 June 2025 together with the Notes thereto for the year under reference has been prepared in accordance with the International Financial Reporting Standards (IFRS), and other applicable laws and regulations.' [1 p.2]

Basis for Qualified Opinion, paragraph 1: 'The Company has reported work-in-process (WIP) inventories comprising G.I. Pipes amounting to BDT 2,308,854.00 (113.216 metric tons), M.S. Pipes amounting to BDT 13,161,611.00 (409.698 metric tons), and A.P.I. Pipes amounting to BDT 12,350,702.00 (358.109 metric tons), with a total carrying value of BDT 27,821,166.00. However, our audit procedures indicated that these inventories did not physically exist as of the reporting date. In practice, any negative variance between actual production and standard production had been recorded as WIP inventory instead of being recognized as a production loss. Consequently, both inventory assets and retained earnings were materially overstated by approximately BDT 27,821,166.00; and' [1 p.2]

Basis for Qualified Opinion, paragraph 2: 'The Company last revalued its Property, Plant, and Equipment (including land) in 2012, as disclosed in Note # 3.01.04 to the financial statements. Since then, no subsequent revaluations have been carried out at regular intervals—typically every three to five years—resulting in non-compliance with the requirements of paragraphs 31 and 34 of IAS 16 Property, Plant and Equipment, which require regular revaluations when the fair value of revalued assets differs materially from their carrying amounts. Additionally, the Company has not conducted an annual review of the residual values and useful lives of its depreciable assets at the end of the reporting period, as required under paragraphs 51 and 56 of IAS 16. This omission may result in depreciation charges that do not accurately reflect the actual consumption of the assets’ economic benefits. Moreover, the disclosures provided in Note # 3.01, Note # 4.00, Annexure-A, and Annexure-A/1 are inadequate and do not fully comply with the disclosure requirements set out in paragraphs 73 and 77 of IAS 16, which mandate detailed disclosures regarding measurement bases, revaluation details, and reconciliations of carrying amounts.' [1 p.2] [1 p.3]

The Emphasis of Matter section opens 'Without qualifying our opinion, we are drawing attention to the following matters:' [1 p.3]. Paragraph 1: 'The Company has applied the reducing balance method of depreciation uniformly across all categories of property, plant, and equipment, without due consideration of the expected pattern of consumption of the assets’ future economic benefits, as disclosed in Note # 3.01.04 to the financial statements. This approach is not in compliance with the requirements of paragraphs 60 and 61 of IAS 16 Property, Plant and Equipment, which mandate that the depreciation method must reflect the manner in which the asset’s economic benefits are consumed. Furthermore, the Company has not implemented an asset identification system through tagging, and a comprehensive Fixed Asset Register is not maintained. In the absence of such controls, including proper asset tagging and detailed records, we were unable to perform physical verification of the assets carried forward in the financial statements;' Paragraph 2: 'The Company has disclosed in Note # 3.15 to the financial statements its rationale for not performing impairment testing. However, in accordance with paragraph 12 of IAS 36 Impairment of Assets, we have identified both an external and an internal indicator of potential impairment that warrant further assessment. Externally, the Company’s shares are listed on the Dhaka Stock Exchange and were quoted at BDT 88.30 per share as of 30 June 2025, while the corresponding net asset value per share was BDT 137.32. This suggests that the Company’s market capitalization is significantly lower than the carrying amount of its net assets. Internally, the Company is currently operating at a production level of 4,000 MT per annum, which is substantially below its attainable production capacity of 10,000 MT per annum—indicating underutilization of assets. These indicators suggest that the carrying amount of the Company’s assets may not be recoverable, thereby triggering the requirement under paragraph 9 of IAS 36 to estimate the recoverable amount of the relevant assets. The absence of such an assessment constitutes non-compliance with the standard;' [1 p.3]

Paragraph 3: 'As disclosed in Note # 9.00 to the financial statements, the Company maintains a current account receivable balance of BDT 8,372,491.00 with disinvested mills—formerly entities under the Bangladesh Steel & Engineering Corporation (BSEC). Several of these counterparties have ceased operations and are no longer active legal entities. Despite the prolonged inactivity and evident credit risk associated with these receivables, the Company has continued to carry the balance at full value in its financial statements over multiple reporting periods, without recognizing any expected credit loss (ECL) provision. This practice is not in compliance with the requirements of IFRS 9 Financial Instruments, specifically paragraphs 5.1.1 to 5.5.17, which mandate the recognition and measurement of impairment based on expected credit losses, even in the absence of a credit event. The continued recognition of these balances without impairment assessment may result in overstatement of assets and net equity;' [1 p.3] [1 p.4] Paragraph 4: 'As disclosed in Note # 11.00 to the financial statements, the Company reported an advance income tax balance of BDT 431,437,054.00 as at 30 June 2025. In contrast, Note # 26.00 reflects a corresponding provision for income tax of BDT 98,021,161.00 for the same reporting date. This indicates that an excess amount of BDT 333,415,893.00 in advance income tax remains unadjusted or unrecovered from the tax authorities as of the reporting date. The continued accumulation of such excess without appropriate recovery actions or recognition of realizability raises concerns regarding the recoverability of the asset and may warrant assessment for impairment in accordance with the relevant provisions of IAS 12 Income Taxes and IFRS 9 Financial Instruments;' [1 p.4]

Paragraph 5: 'As disclosed in Note # 20.00 to the financial statements, Provident Fund (PF) contributions amounting to BDT 10,164,557.00 and outstanding PF loans totaling BDT 6,638,488.00 have not been transferred to the designated Provident Fund Trustee Account as of the reporting date. The failure to transfer these amounts constitutes a breach of fiduciary duty and may result in non-compliance with relevant provisions of applicable labor legislation, trust fund regulations, and the governing rules of the Provident Fund. Such non-compliance undermines the proper administration and independence of the fund and may compromise the protection of employees’ retirement benefits. This lapse exposes the Company to potential financial liabilities, legal consequences, and reputational risk, particularly in relation to the safeguarding of employee entitlements and adherence to statutory obligations;' Paragraph 6: 'As disclosed in Note # 3.11(ii) to the financial statements, the Bank operates a Defined Benefit Gratuity Scheme. However, it has not carried out the actuarial valuation required under paragraph 67 of IAS 19 Employee Benefits. Instead, the gratuity provision has been calculated using a simplified approach based on employees’ years of service, which does not align with the recognition, measurement, and valuation requirements prescribed by IAS 19. The absence of a formal actuarial valuation may result in a misstatement of the defined benefit obligation, thereby potentially impacting the accuracy of the reported profit and equity. Furthermore, the related disclosures in Note # 17.00 do not comply with the disclosure requirements set out in paragraph 135 of IAS 19, which mandates detailed information regarding the characteristics of the defined benefit plan, actuarial assumptions, and the financial impact on the entity’s statements;' [1 p.4]

Paragraph 7: 'For the year ended 30 June 2024, the Company reported a net profit and accordingly allocated BDT 4,241,643.00 to the Workers' Profit Participation Fund (WPPF), in accordance with applicable regulatory requirements. However, the Company did not conduct the mandatory audit of the WPPF, which constitutes a non-compliance with Section 248 of the Bangladesh Labour Act, 2006 (as amended in 2023). The absence of an independent audit undermines the transparency and accountability of the fund’s administration and may expose the Company to regulatory scrutiny and potential penalties;' [1 p.4] Paragraph 8: 'During our inquiry into the submission status of withholding tax returns as mandated under Section 177 of the Income Tax Act, 2023, it was observed that the Company did not file any such returns for the year ended 30 June 2025. Additionally, no provision has been recognized for potential penalties arising from this non-compliance, as required under Section 266 of the Income Tax Act, 2023. This omission exposes the Company to regulatory risks and potential financial liabilities that have not been accounted for in the financial statements; and' Paragraph 9: 'As disclosed in Note # 25.00 to the financial statements, the Company reported a dividend payable balance of BDT 3,590,969.00. However, it was noted that an amount of BDT 3,067,460.00, representing unpaid dividends outstanding for more than three years, has not been transferred to the Capital Market Stabilization Fund (CMSF). This constitutes a non-compliance with Rule 4(1) of the BSEC (Capital Market Stabilization Fund) Rules, 2021, which requires listed entities to transfer unclaimed or unpaid dividends to the CMSF after the specified period. The failure to comply with this regulatory requirement may expose the Company to enforcement actions by the Bangladesh Securities and Exchange Commission (BSEC).' [1 p.5]

Key audit matters, each printed with a 'Background' column: Non-current Assets, 'The non-current assets comprise the property, plant and equipment. As the major operations of the Company depend on the tangible infrastructure, the measurement and valuation of the non-current assets involve significant audit risk, we considered this as a key audit matter' (notes 3.01, 3.15 and 4.00); Revenue, 'The revenue during the year represents revenue arising from sales ofMS Pipe, GI Pipe, and API Pipe which are recognized when deliveries are made against the sales order received from customers after satisfying all the conditions for revenue recognition as provided in IFRS 15. We have identified the heads of revenue as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of misstatement arising from the timing of recognition of revenue by management to meet specific targets or expectations. Accordingly, there could be a potential risk that these revenue transactions are not recognized in the proper reporting period. Also, there may remain risks in the proper implementation of IFRS 15.' (notes 3.09 and 27.00) [1 p.6]. Inventories, 'Inventories are valued at the lower of cost and net realizable value. The cost is assigned following the weighted average cost formula. The measurement and valuation of the inventories are judgmental and complex. Moreover, the nature of the inventories is sophisticated and hasa significant impact on the operations of the Company Due to the high level of judgment involved and the use of some manual processes in estimating the valuation and net realizable value of inventories, we considered this to be a key audit matter.' (notes 3.02 and 6.00); Provision for Income Tax and Recognition of Deferred Tax, 'The Company is a manufacturer of tangible goods e.g., GI Pipe, MS Pipe, and API Pipe. There is the payment of AIT at the import stage of raw materials and TDS at the selling stage of finished goods following provisions of PART VII of the Income Tax Act, 2023 resulting in AIT and TDS being greater than tax liability. There may remain the risk of improperaccounting of thedeferred tax considering the company follows the revaluation model for property, plant, and equipment, and has gratuity, and pension. We have determined these to be a key audit matter, due to thecomplexity of income tax provisioning and theinherent uncertainty in forecasting the amount andtiming of future taxable profits/ expenses and thereversal of temporary differences.' (notes 3.07, 18.00, 26.00 and 34.01) [1 p.7].

The company's own text on these points: note 3.15 (impairment) states 'No such assets have been impaired during this period and for this reason no provision has been made for impairment of assets' [1 p.19]; note 25 states that BDT 2,500,000 was paid to the CMSF on 24-08-2023 and 'The rest amount (5,567,460-2,500,000)= 3,067,460/- will be paid to Capital Market Stabilization Fund (CMSF) in future' [1 p.27]; the standards table marks IAS 16 'Partially Complied' [1 p.15]. DSE posted qualified-opinion and emphasis-of-matter notices for FY2024 (14-Nov-2024) and FY2025 (14-Dec-2025) [15]. The FY2022 and FY2023 reports were signed by Khan Wahab Shafique Rahman & Co. [6 p.7] [5 p.9].

Governance: a government-nominated board with one independent director in 2025; no CG condition ticked 'Not complied'

Governance is taken from the full Annual Report 2024-2025 (NTLTUBES_ANNUAL_2025_2), a scanned document read page by page from the images; page numbers are PDF pages. Corporate directory: Chairman Md. Anwarul Alam; Directors A K M Mizanur Rahman, Nurun Nahar, Dr. Md. Ridhwanul Haq and Pirjada Torab Hossain; Managing Director Nirupom Shingha; Chief Financial Officer Ganash Chandra Biswas; Company Secretary Mohammod Abu Syem; Head of Internal Audit & Compliance A M Rezwan Hussain [11 p.7]. The 'Present Board of Director's' table lists Mr. Md. Anwarul Alam (Chairman), Mr. A K M Mizanur Rahman (Director), Mr. Nurun Nahar (Director), Mr. Dr.Md.Ridhwanul Haq (Independent Director), Mr. PirjadaTorab Hossain (Director; 15,673 shares, 0.05%) and Mr. Nirupom Singha (Managing Director), with the remark 'Nominated by Govt.' [11 p.41].

Board meetings in 2024-2025: Annexure-II prints '10 (Ten) Board meeting were held' [11 p.34]. The attendance table prints: Mr. Md. Anwarul Alam (Chairman) 1 held, 1 attended; Mr. M.A. Kamal Billah (Ex.Chairman) 3 held, 4 attended; Mr. Md. Moniruzzaman (Ex.Chairman) 6 held, 6 attended; Mr. A K M Mizanur Rahman (Director) 1 held, 1 attended; Mr. Nurun Nahar (Director) 3 held, 3 attended; Mr. Dr.Md.Ridhwanul Haq (Independent Director) 10 held, 10 attended; Mr. PirjadaTorab Hossain (Director) 10 held, 10 attended; Mr. A K M Anwar Morshed (Ex.Managing Director) 4 held, 4 attended; Mr. Mahmud Iftekhar Khan (Ex.Managing Director) 2 held, 2 attended; Mr. Nirupom Singha (Managing Director) 4 held, 4 attended [11 p.41]. Every row is printed as 100%, including Mr. M.A. Kamal Billah's 4 attended of 3 held [11 p.41].

Committees, FY2025. The audit committee report lists: '1. Dr.Md. Ridhwanul Haq, Independent Director, NTL Company board & Chairman of Audit Committee 2. Nurun Nahar, Director, NTL Company board & Member of Audit Committee 3. Pirjada Torab Hossain, Director, NTL Company board & Member of Audit Committee 4. Pranjit Paul, Company Secretary of NTL Company board & Audit Committee' [11 p.46]. It states 'The committee held 5(five) meetings during the financial year 2024-2025' and that meetings 'were attended by the Members of the Committee, the Managing Director, Chief Financial Officer and Head of Internal Audit of the company on invitation'; it prints no per-member attendance and is signed by Dr. Md. Ridhwanul Haq on 27 November, 2025 [11 p.46] [11 p.47]. The NRC report states 'The committee held 2(two) meeting during the financial year 2024-2025' and that meetings 'were attended by all the Members of the Committee'; it is signed by Dr.Md. Ridhwanul Haq as chairman and names no other member [11 p.48]. Key management personnel at the report date are those in the corporate directory above [11 p.7]; at 31-Mar-2026 the statements are signed by Eng. Nirupom Singha, Ganash Chandra Biswas and Mohammad Abu Syem [2 p.1], and DSE posted the appointment of Mr. Md. Ajibor Rahman as Company Secretary on 26-Jul-2026 [15].

Corporate Governance Code, Annexure-II for the year ended 30th June 2025, read page by page (p.32 conditions 1(1)-1(2)(d); p.33 1(2)(e)-1(4)(e); p.34 1(5)-1(5)(xxiii)(a); p.35 1(5)(xxiii)(b)-2(a); p.36 2(b)-5(1)(b); p.37 5(1)(c)-5(5)(e); p.38 5(5)(f)-6(1)(c); p.39 6(2)-6(5)(b)(i)(c); p.40 6(5)(b)(ii)-9(3)) [11 p.32] [11 p.40]. No condition is ticked 'Not complied'. 8 conditions carry 'N/A': 1(5)(vii), 1(5)(viii), 2(a), 2(b), 2(c), 2(d), 2(e), 5(5)(m). 19 conditions have neither column ticked: 1(3)(b)(i) ('Such category Independent Director not appointed'); 1(3)(b)(ii) ('Such category Independent Director not appointed'); 1(3)(b)(iii) (no remark); 1(3)(b)(v) ('Such category Independent Director not appointed'); 1(3)(d) ('No such issue arose'); 1(4)(e) ('No such issue arose'); 3(1)(e) ('No such incidence arose'); 5(2)(d) ('No such vacancy arose'); 5(3)(b) ('No such incidence arose'); 5(5)(k) ('No such event found'); 5(6)(a)(ii)(a) ('No such event Occurred'); 5(6)(a)(ii)(b) ('No such event Occurred'); 5(6)(a)(ii)(c) ('No such event Occurred'); 5(6)(a)(ii)(d) ('No such event Occurred'); 5(6)(b) ('No such event Occurred'); 6(2)(e) ('No such vacancy arose'); 6(2)(f) ('No such vacancy arose'); 6(3)(b) ('No such incident arose'); 6(4)(b) ('No such meeting conveyed') [11 p.33] [11 p.36] [11 p.37] [11 p.38] [11 p.39].

Statements in the annexure that differ from other pages: condition 1(1) is ticked 'Complied' with the remark 'There are 5 (five) members in the Board.', and the present-board table lists six names [11 p.32] [11 p.41]. Condition 1(2)(a) (at least two independent directors, or one-fifth) is ticked 'Complied', and its remark reads 'There are 1 (one) Independent Directors in the Board instead of 2 (two). The Company applied to the BSEC for an extension of time for the appointment of another one independent Director up to 31 December 2025', followed by a letter reference and date that are not legible at the scan resolution [11 p.32]. Condition 1(2)(d), that the post of independent director cannot remain vacant for more than 90 days, is ticked 'Complied' with the remark 'No Vacancy arose', on the same page as the 1(2)(a) remark on one independent director instead of two [11 p.32]. Condition 5(2)(e), 'The company secretary shall act as the secretary of the Committee', is ticked 'Complied'; the audit committee report names Pranjit Paul as 'Company Secretary', and the corporate directory names Mohammod Abu Syem [11 p.37] [11 p.46] [11 p.7].

The certificate (Annexure-B) by MARHK & Co., Chartered Accountants (Satyajit Roy ACA), dated 05 November, 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 (See attached checklist);' and '(d) The governance of the company is satisfactory.' [11 p.31]. The FY2025 audit committee report states 'The company was unable to replace or add new necessary machineries for the past several years due to existing purchase procedure & insufficient fund. National Tubes Ltd. has received temporary loan from BSEC against working capital and machinery purpose.' [11 p.47]

Pay and related parties, FY2025: board meeting fees were BDT 772,500 (BDT 810,000 in FY2024) and compensation of top management and top executives BDT 33.2m (BDT 29.9m) [1 p.33]. Note 54 states that related-party transactions 'are occurred inter organization employees transfer & purchasing the products of the company under the control by the corporation (BSEC)'; the BSEC current account was a payable of BDT 23.2m at 30-Jun-2025 [1 p.32] [1 p.26]. For 9M FY2026 board meeting fees were BDT 829,004 [2 p.6].

Ownership and capital: government at 51.00%, a 1% cash dividend for FY2025 and no capex approvals posted in 24 months

Shareholding on the DSE page: government 51.00%, sponsor/director 0.05%, institutions 9.38%, foreign 0.00% and public 39.57% at 30-Jun-2025; institutions 6.01% and public 42.94% at 31-Aug-2026; institutions 6.24% and public 42.71% at 30-Sep-2026 [16]. Shares outstanding are 34,821,803 of BDT 10 [16].

Dividends. The DSE page lists cash dividends of 1% for 2025, 4% for 2024, 2% for 2021 and 3% for 2020, and stock dividends of 10% for each of 2016-2019 [16]. For FY2025 the board 'recommended 1% Cash Dividend', with AGM on 20.12.2025 and record date 26.11.2025 (DSE post 9-Nov-2025); note 56 places the recommendation at the 573rd board meeting on 06 November 2025 [15] [1 p.33]. The FY2024 dividend of BDT 13,928,721 was charged to retained earnings in FY2025 [1 p.13]. DSE placed the shares in 'B' from 'Z' with effect from 23-Jan-2025, after the company 'reported disbursement of 4% Cash Dividend for the year ended June 30, 2024' [15].

Capital actions and news in the 24 months to 1-Nov-2026 (all 30 posts read): results, the FY2025 dividend, record-date notices, qualified-opinion notices for FY2024 and FY2025, the category change, two company-secretary appointments and dividend disbursements [15]. The archive shows no board approval of capital expenditure, expansion, new borrowing, rights issue or asset sale in that period [15]. Note 46 states 'There is no capital expenditure commitment which has not been provided' [1 p.32].

Price. The DSE close on 1-Nov-2026 was BDT 55.70, a market capitalisation of BDT 1,939.6m [25]. Over the 52 weeks to 1-Nov-2026 (238 sessions) the highest unadjusted close was BDT 78.5 on 3-Nov-2025 and the lowest BDT 55.5 on 29-Oct-2026, with no ties [25]. The window includes Saturday sessions on 23-May-2026 and 17-Oct-2026 in the feed [25]. P/B was 0.41x on the 31-Mar-2026 NAV of BDT 136.02 and 5.67x on equity excluding the revaluation reserve at 31-Mar-2026; P/E was 32.4x on FY2025 EPS of BDT 1.72 (derived) [2 p.1] [26].

Peers: FY2025 financial expenses of 9.7% of revenue at NTL, 24.3% at Eastern Cables, 6.7% at Coppertech and 106.9% at BD Thai

The peers are three engineering companies with published AnalystBro notes, each on the company basis for the year to 30-Jun-2025 and taken from its own statement pages [20] [21] [22]. Eastern Cables Limited 'is primarily engaged in production and sales of electrical cables & conductors' and 'is an enterprise of Bangladesh Steel & Engineering Corporation' [17 p.53]. Coppertech's notes state 'The principal activities of the Company are manufacturing and marketing of all kinds of Copper' [18 p.127]. Bangladesh Thai Aluminium's directors' report prints its principal activity as 'Manufacturing and sales of Aluminium profiles' [19 p.13]. The four make different products; the table states each company's printed figures without ranking them.

FY2025 revenue as printed was BDT 486.9m at NTL ('Revenue'), BDT 300.6m at Eastern Cables ('Revenue (Net of VAT)'), BDT 1,666.0m at Coppertech ('Revenue') and BDT 180.7m at Bangladesh Thai Aluminium ('Tournover') [1 p.12] [17 p.50] [18 p.124] [19 p.46]. Financial expenses, printed gross by all four, were 9.7%, 24.3%, 6.7% and 106.9% of revenue in the same order [26]. WPPF charged was BDT 3.9m at NTL and BDT 2.9m at Coppertech; Eastern Cables and Bangladesh Thai Aluminium charged none [1 p.12] [18 p.124] [17 p.50] [19 p.46]. Eastern Cables' FY2025 opinion is a 'Qualified Opinion'; Coppertech's and Bangladesh Thai Aluminium's are unmodified with emphasis of matter [20] [21] [22].

What's next: FY2026 accounts (inferred 5-Nov-2026 to 22-Nov-2026; no date notified) and Q1 FY2027 statements (inferred 11-Nov-2026 to 15-Nov-2026)

FY2026 audited accounts. No board meeting on the FY2026 accounts is notified on DSE at 2-Nov-2026 [15]. The precedents are the statement dates 8-Nov-2018 [10 p.5], 6-Nov-2019 [9 p.46], 21-Nov-2021 [7 p.52], 9-Nov-2023 [5 p.8] and 6-Nov-2024 [4 p.9]; the CEO/CFO declaration date 5-Nov-2020 [8 p.45]; the auditor's report date 10-Nov-2022 [6 p.7]; and the board date 6-Nov-2025 (DSE post 2-Nov-2025 and note 56) [15] [1 p.33]. The window is 5-Nov-2026 to 22-Nov-2026 (inferred, 8 years).

Q1 FY2027 statements. DSE board dates for Q1 were 11-Nov-2024 and 13-Nov-2025 [15]; the window is 11-Nov-2026 to 15-Nov-2026 (inferred, 2 years), not notified. AGM: the 38th AGM was held on 18 December, 2018 and the 39th set for 26 December 2019 [9 p.18]; the 40th for 24 December 2020 [8 p.17]; the 41st for 27 December 2021 [7 p.18]; the 43rd for 27 December 2023 [13 p.22]; the 44th for 18 December 2024 [12 p.20]; and the 45th for 20 December 2025 [11 p.22]. The window for the FY2026 AGM is 17-Dec-2026 to 27-Dec-2026 (inferred, 7 years), not notified. Q2 FY2027: board dates 28-Jan-2025 and 27-Jan-2026 give 27-Jan-2027 to 28-Jan-2027 (inferred, 2 years) [15]. Q3 FY2027: the statement date 26-04-2022 [14 p.1] and board dates 29-Apr-2025 and 9-Apr-2026 [15] give 8-Apr-2027 to 29-Apr-2027 (inferred, 3 years).

Bangladesh's LDC graduation date is 24-Nov-2029 [23] [24]. The filings do not link it to any line of NTL's accounts.

Risks: bank borrowing, finished-goods stock, the audit qualification and tax recoveries

Note 3.10 lists the company's own risk factors: 'Absence of long-range planning, inadequate strategize investment policies; inadequate working capital. dependency on bank loan for working capital, difficulties in international procurement of raw materials' [1 p.18]. The rows below tie each risk to a printed figure; the line it moves is named where a filing names it.

Key questions: FY2026 accounts, the WIP qualification, fund transfers and advance tax

Earnings quality. FY2025 profit after tax of BDT 59.9m came with an increase in inventories of BDT 154.7m in the cash flow reconciliation and an increase in provision for expenses of BDT 88.6m [1 p.30] [1 p.31]. Operating cash flow of BDT 74.8m included an increase of BDT 50.0m in the inter-project current account payable [1 p.31]. Cumulative operating cash flow over FY2018-FY2025 was BDT 8.9m and cumulative cash spent on fixed assets BDT 21.6m (derived) [26].

Capital allocation and payout. Over FY2018-FY2025 the company paid cash dividends for FY2020, FY2021, FY2024 and FY2025 and issued 10% stock dividends for FY2018 and FY2019 [16]. The FY2025 1% dividend amounts to BDT 3.48m on paid-up capital of BDT 348.2m (derived) [1 p.11]. Equity excluding the revaluation reserve was BDT 395.9m at 30-Jun-2025 and BDT 341.8m at 31-Mar-2026 (derived) [1 p.11] [2 p.1] [26].

Printed differences: NAV per share, the disinvested-mills balance and capacity

Where the filings print a figure or fact two ways, both printings are listed; we have not chosen between them. All entries were read from page images.

FAQ

What does National Tubes make?

G.I., A.P.I. and M.S. steel pipes at Tongi, Gazipur; A.P.I. Pipe was 98.0% of FY2025 gross sales [1 p.15] [1 p.27].

What was the FY2025 result?

Revenue BDT 486.9m, gross profit BDT 187.4m, financial expenses BDT 47.4m and profit after tax BDT 59.9m, EPS BDT 1.72 [1 p.12].

How did 9M FY2026 turn out?

Net sales BDT 181.5m and a loss after tax of BDT 55.8m, EPS BDT (1.60) [2 p.1].

What did the auditor say?

A Qualified Opinion: WIP of BDT 27.8m did not physically exist and PPE was last revalued in 2012; nine emphasis-of-matter paragraphs follow [1 p.2] [1 p.3].

Who owns the company?

The government holds 51.00%, institutions 6.24% and the public 42.71% at 30-Sep-2026 [16].

How much does it borrow?

Short term loans from BASIC Bank of BDT 286.0m and interest-free government loans of BDT 59.5m at 30-Jun-2025 [1 p.24] [1 p.25].

When are the FY2026 results due?

No date is notified at 2-Nov-2026; eight precedents give 5-Nov-2026 to 22-Nov-2026 (inferred) [15].

Sources

1. National Tubes Limited audited financial statements, year to 30-Jun-2025 (auditor's report, statements, notes, Annexures A-E); PDF page numbers · link · accessed 2026-11-02
2. National Tubes Limited un-audited 3rd Quarter Report, nine months to 31-Mar-2026 · link · accessed 2026-11-02
3. National Tubes Limited un-audited statements, three months to 30-Sep-2025 · link · accessed 2026-11-02
4. National Tubes Limited audited financial statements, year to 30-Jun-2024 · link · accessed 2026-11-02
5. National Tubes Limited audited financial statements, year to 30-Jun-2023 (FY2022 comparatives) · link · accessed 2026-11-02
6. National Tubes Limited audited financial statements, year to 30-Jun-2022 (auditor's report page) · link · accessed 2026-11-02
7. National Tubes Limited Annual Report 2020-2021 (year to 30-Jun-2021, FY2020 comparatives; directors' report and Corporate Governance Code annexure) · link · accessed 2026-11-02
8. National Tubes Limited Annual Report 2019-2020 (year to 30-Jun-2020) · link · accessed 2026-11-02
9. National Tubes Limited Annual Report 2018-2019 (year to 30-Jun-2019, FY2018 comparatives) · link · accessed 2026-11-02
10. National Tubes Limited audited financial statements, year to 30-Jun-2018 · link · accessed 2026-11-02
11. National Tubes Limited Annual Report 2024-2025 (full report: directors' report, CG certificate and Annexure-II, committee reports; scanned, read from page images); PDF page numbers · link · accessed 2026-11-02
12. National Tubes Limited Annual Report 2023-2024 (full report; AGM notice page image) · link · accessed 2026-11-02
13. National Tubes Limited Annual Report 2022-2023 (full report; AGM notice page image) · link · accessed 2026-11-02
14. National Tubes Limited 3rd Quarter (Q-3) un-audited statements to 31-Mar-2022, covering letter · link · accessed 2026-11-02
15. DSE news archive, NTLTUBES, all news 1-Nov-2024 to 1-Nov-2026 (posts dated 5-Nov-2024 to 26-Jul-2026; read 2-Nov-2026) · link · accessed 2026-11-02
16. DSE company page, NTLTUBES (dividend history, shareholding to 30-Sep-2026, market category, loan status; read 2-Nov-2026) · link · accessed 2026-11-02
17. Eastern Cables Limited Annual Report 2024-2025 (year to 30-Jun-2025), statement pages and notes · link · accessed 2026-11-02
18. Coppertech Industries Ltd. Annual Report 2025 (year to 30-Jun-2025), statement pages and notes · link · accessed 2026-11-02
19. Bangladesh Thai Aluminium Ltd. Annual Report 01.07.24 to 30.06.25 (year to 30-Jun-2025), statement pages and directors' report · link · accessed 2026-11-02
20. AnalystBro, Eastern Cables financial analysis (published note) · link · accessed 2026-11-02
21. AnalystBro, Coppertech Industries financial analysis (published note) · link · accessed 2026-11-02
22. AnalystBro, Bangladesh Thai Aluminium financial analysis (published note) · link · accessed 2026-11-02
23. The Daily Star, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-02
24. The Business Standard, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-02
25. AnalystBro price data (TradingView DSE daily feed, unadjusted): DSE:NTLTUBES daily bars 23-Sep-2025 to 1-Nov-2026 · link · accessed 2026-11-02
26. AnalystBro model for this report (workbook tabs below) · link · accessed 2026-11-02