ANNUAL REPORT

2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

 PEAK POINTS

27.98% 1.42%
PROFIT after tax EPS
2021-22 : BDT 121.59 Million 2021-22 : BDT 1.43
2020-21 : BDT 95.01 Million 2020-21 : BDT 1.41

2.63% Dividend
payout (Cash)
NAV 2021-22 : 12%
2021-22 : BDT 1096.38 Million 2020-21 : 11%
2020-21 : BDT 1068.29 Million

3.75%
NOCF
12.88%
Sales
2021-22 : BDT 178.22 Million BDT 960.38 Million
2020-21 : BDT 171.77 Million Consist of
17 Depot

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 01

Annual Report-2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 02

Greetings
The Board of Directors of Taufika Foods and Lovello Ice Cream regulators and professional bodies. An important pillar of this
PLC is delighted to present the Annual Report of the Company report is our corporate governance framework, which
comprising the Directors’ Report, the Integrated Report, the exemplifies the commitment of our employees to achieve
Independent Auditors’ Report on the Financial Statements performance with integrity and ethics through faster, stronger
conforming to all applicable statutory requirements, and the and simpler decision-making process and effec�ve
Audited Financial Statements of the Company for the year management systems under the guidance of our Board and
ended 30 June 2022. This Report, where applicable, is Leadership team.
presented according to the Guiding Principles and Content
ACCOUNTABILITIES FOR OUR SUSTAINABILITY PRACTICES
Elements as s�pulated by the Interna�onal Integrated
Repor�ng Framework issued by the Value Repor�ng The Managing Director along with other leading members of
Founda�on (VRF) and presents a mul�-dimensional view of the company is responsible for the sustainability prac�ces and
the Company’s performance over the financial year 2021-22. disclosures made in this report. They have ac�vely betrothed
with the external assurance providers on the report content.
ACHIEVEMENT FOR SUSTAINABILITY
The Company’s Independent Auditors have audited the
Since it is seen the centennial sustainable opera�ons in Company’s Financial Statements and other high officials of the
Bangladesh, we know that our journey is just adjacent to the company have checked the governance process of the
pillar of success. Advancing our sustainability agenda, we are Company as compliance auditors.
se�ng our sights on the next century, re-aligning our business
INFORMATION ASSURANCE
to meet the government priori�es and the needs of the future,
while revitalizing our commitment towards championing Five qualita�ve strategies were taken into cognizance in the
sustainable change across Bangladesh. produc�on of both text and visual elements of this report:
As our steps set to approach to the next stage of our journey, Completeness: Inclusion of material impacts, external impacts
this Annual Report details our plans for the years ahead, and broader sustainability ini�a�ves.
encircling areas of climate ac�on, sustainable livelihood and
excellence in corporate governance. We are ruthless to build a Comparability: Discussion of performance in the current and
diverse and engaging culture for our employees and previous repor�ng periods, together with our approach to
reinforcing our commitment to our suppliers and business long-term value crea�on.
partners. We con�nue to align our strategy to ensure resilience Uniformity: Integra�on of report informa�on with internal
in the fast-paced new world. controls to facilitate verifiability of informa�on.
SYNOPSIS OF OUR ANNUAL REPORT Lucidity: Incorpora�on of both text and visual elements to
Aiming to provide a balanced, concise and accurate reflec�on enhance readability, facilitates understanding, and maintains
of our corporate governance prac�ces, regulatory compliance concision.
ini�a�ves, strategy, performance, opportuni�es and future Reliability: Disclosure of financial and governance informa�on,
outlook including Environmental, Social and Governance (ESG) ve�ed by reputed external assurance service providers.
ma�ers, the key impera�ve of this report is chiefly to address
value-crea�on considera�ons of long-term investors, but also The annual assessment of our material topics enable the
provides appropriate informa�on for all our other key Company to iden�fy and understand the issues that could
stakeholders. This report while discussing our long-term future posi�vely or nega�vely impact our ability to create value over
is based on our performance for the period 1 July 2021 to 30 the short, medium and long-term. These issues consist of
June 2022. factors that could directly impact our financial performance, as
well as ESG priori�es and opportuni�es, which in turn could
INTEGRATED THOUGHTS AND REPORTING PROCEDURE enable us to transform our triple bo�om-line over �me. This
Our integrated opera�ons and the prominence on repor�ng report provides informa�on on all those ma�ers that we
our performance across each major segment of our value believe could materially affect value crea�on at Taufika Foods
chain- that spans from crop to consumer- facilitates our and Lovello Ice Cream PLC.
integrated repor�ng process and expands our ability to
communicate our value crea�on plans, strategies and upshots.
Further, while our integrated repor�ng process is monitored by A.K.M Zakaria Hossain FCMA
Company Secretary
the Board Audit Commi�ee, our internal and external audit
teams cover key controls and accoun�ng ma�ers in the course
of their audits, thus ensuring informa�on precision and
accuracy. Other levels of external assurance are obtained as
and when required from the relevant Government authori�es,

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 03

Annual Report-2021-22

TABLE OF
CONTENTS

OVERVIEW
Peak Points 01
Gree�ngs 03
Table of Contents 04-05

01
Second Genera�on Leaders 06
Welcome note from our Chairman 07
No�ce of the 11th Annual General Mee�ng 08
Le�er of Transmi�al 09
Together We Are Stronger 10-11
Chairman's Message 12-13
Managing Director's Message 14-17
Who We Are 18
Presence in Bangladesh 20
Vision, Mission & Core Values 21
Prime Focus & Strategies 22

BUSINESS ACTIVITIES & REVIEW

Company’s Milestons 23

02
Business Principles 25
Ethical Principles 26
Five Years Financial Summary 28
Financial Graph 29
Our Performance 30
Risk Management Outline 31-33
Value Crea�on and Long-Term Sustainability 34-35
Market Value Added Statement 36
Corporate Social Responsibility 37

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 04

 BOARD OF DIRECTORS & MANGEMENT

03
Board & Commi�ees 38
Profile of Board of Directors 39-44
Senior Managemet Profile 46-51
Director's Report 53-63
Management's discussion and analysis of Financial condi�on 64-66
Mee�ngs and A�endance 67
Shareholder Informa�on 68-69

CORPORATE GOVERNANCE
Cer�ficate of BAPLC 72
Cer�ficate of Compliance 73

04
Compliance Report on Corporate Governance Code 74-89
Report of the Nomina�on and Remunera�on Commi�ee 90
Report of Audit Commi�ee 91
Terms of Preference of the NRC 92-93
Terms of Preference of the Audit Commi�ee 94-97
Policy on Nomina�on 98-99
Policy on Remunera�on 100
Board Evalua�on Policy 101-105
Dividend Distribu�on Policy 106-108
Unclaimed/Unse�led Dividend 109

05
FINANCIAL REPORT
Independent Auditor's Report 112-115
Audited Financial Statements 116-149
Souvenir to Stakeholders 150
Lovello Events and Ac�va�ons 151-154
Proxy From 155

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 05

Annual Report-2021-22

SECOND GENERATION LEADERS

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 06

Welcome
note from our Chairman

The year under review was one of the most exigent periods we have gone through
as a global community. At the same �me, it was also an incredible year that
demonstrated the core strengths of the Company, including our engaging and
inclusive culture, brand influence, distribu�on scale, balance sheet resilience and
corporate responsibility.

To unleash our poten�al through our commitment, we rose to the challenges

presented by COVID-19 for a second year with our company spirit which allowed us
to adapt and respond with agility to a rapidly changing environment.

Though the current year will also remain challenging, we will con�nue to priori�ze
our principles of making a difference in the lives of our consumers and other
stakeholders, while driving a posi�ve and progressive agenda in moun�ng together
with our people, products and the country.

Da�n’ Shamima Nargis Haque

Chairman

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 07

Annual Report-2021-22

NOTICE OF THE
11th ANNUAL GENERAL MEETING
No�ce is hereby given for the 11th Annual General Mee�ng of the Shareholders of TAUFIKA FOODS AND LOVELLO ICE CREAM PLC
which will be held on Tuesday the 20th December, 2022 at 11:30 a.m. by using “Digital Pla�orm” (in pursuant to the Bangladesh
Securi�es and Exchange Commission Order No. SEC/SRMIC/94-231/25 dated 08 July 2020) to transact the following business:

Agenda -1. To receive, consider and adopt the Audited Financial Statement for the financial year ended June 30, 2022.
Agenda -2. To approve dividend for the year ended June 30, 2022.
Agenda -3. To elect/re-elect Directors in terms of the relevant provision of Ar�cles of Associa�on.
Agenda -4. To appoint/ re-appoint statutory auditors for the financial year ended on June 30, 2023 and to fix their remunera�on.
Agenda -5. To rec�fy and extension of �me of IPO use of proceeds.
Agenda -6. To appoint Compliance Auditors for the financial year 2022-2023 and to fix their remunera�on.

By order of the Board

sd/-
A.K.M Zakaria Hossain, FCMA
Company Secretary 21 November, 2022

Notes: The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the
Company not less than 48 hours before the �me fixed for the mee�ng.
1. Members whose names appeared on the Depository Register as on the “Record Date” i.e. November 14, 2022, are
eligible to a�end the Annual General Mee�ng (AGM) and receive the dividend.
2. A Member en�tled to a�end and vote at the AGM may appoint a Proxy to a�end and vote in his/her stead. A copy
of the “Proxy Form”, duly filled and stamped requires emailing at lovello@lovello.club not later than 48 hours
before the AGM.
3. According to the Bangladesh Securi�es & Exchange Commission No�fica�on No. BSEC/CMRRC-
D/2016-158/208/Admin/81 dated June 20, 2018, the Company will send the Annual Report 2021-22 in so�-copy
format to the e-mail of the shareholders available in their Beneficial Owners (BO) accounts maintained with the
CDBL.
4 In case of non-receipt of Annual Report 2021-22 of the Company that will be sent through email, Members may
download the same from the Investors Informa�on sec�on of the Company website: www.lovello.club. Login
process along with the joining link of the 11th AGM will be available at the Investors Informa�on sec�on of the
Company website; members are requested to check the login details. Members may also send an email at
lovello@lovello.club for queries or assistance to join the AGM.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 08

LETTER OF TRANSMITTAL

To

All Shareholders
Bangladesh Bank
Registrar of Joint Stock Companies & Firms
Bangladesh Securi�es & Exchange Commission
Dhaka Stock Exchange Ltd.
Chi�agong Stock Exchange Limited PLC.

Annual Report for the year ended June 30, 2022

Dear Sir’s,

We are pleased to enclose a copy of the Annual Report containing the Directors’ Report and
Auditors’ Report along with Audited Financial Statements including the Statement of Financial
Posi�on as at June 30, 2022, Statement of Profit or Loss and Other Comprehensive Income,
Changes in Equity and Cash Flows for the year ended June 30, 2022 along with notes thereon for
your record and necessary measures.

Thank you.

Sincerely yours,

A.K.M Zakaria Hossain FCMA

Company Secretary

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 09

Annual Report-2021-22

TOGETHER WE ARE STRONGER

Board of Directors
Dato’ Engr. Md. Ekramul Haque Managing Director
Da�n’ Shamima Nargis Haque Chairman
Muhsinina Taufika Ekram Director
Muhsinina Sharika Ekram Director
Im�az Lu�ul Baset FCMA, FCA Independent Director

Operational Management Team

Dato’ Engr. Md. Ekramul Haque Managing Director
Engr. Md. Kamruzzaman Chief Opera�ng Officer
Mustaque Ahmad Chief Financial Officer
Muhammad Razib Hasan Chief Strategic Officer
A.K.M Zakaria Hossain FCMA Company Secretary
Md. Didarul Alam FCMA Head of Internal Audit

Audit Committee
Im�az Lu�ul Baset, FCMA, FCA, Independent Director,
Chairman of the Commi�ee
Muhsinina Taufika Ekram, Director, Member of the Commi�ee
Muhsinina Sharika Ekram, Director, Member of the Commi�ee

Nomination and Remuneration Committee

Im�az Lu�ul Baset, FCMA, FCA, Independent Director,
Chairman of the Commi�ee
Muhsinina Taufika Ekram, Director, Member of the Commi�ee
Muhsinina Sharika Ekram, Director, Member of the Commi�ee

* The company secretary shall act as the secretary of the Commi�ee.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 10

Auditors UCBL
Islam Quazi Shafique & Co. Gulshan Branch
Chartered Accountants
Al-Haj Shamsuddin Mansion (4th Floor) 17, NRB Bank
New Eskaton Road, Maghbazar, Dhaka-1000. Corporate Head Office. Uday Sanz; Block: SE (A), Plot:
2/B, Road: 134, South Avenue; Gulshan – 1, Dhaka-1212.
Compliance Auditors Old Corporate Head Office.
Khalil & Associates
Cost and Management Accountant Shimanto Bank Limited
73 Kakrail, Eastern Commercial Complex Shimanto Shamvar (Level-7), Bir U�am M. A. Rob Sarak
Room # 1/1 (1st Floor), Dhaka-1000 (Road No. 2), Shimanto Square, Dhanmondi
Cell: +8801974-004231, +8801884-600008
E-mail: Khalilpfi@yahoo.com City Bank Ltd
Gulshan Branch,City Bank Center, 136 Gulshan Avenue,
Gulshan 2, Dhaka 1212
Legal Adviser
Md. I�abul Kamal Ayan AB Bank Ltd
Advocate, Bangladesh Supreme Court Address: Banani Branch, House no: 88, Road No. 11,
House 50, Block C, (1st-2nd Floor, 54 Rd No. 11,
Md. Humayun Kabir Dhak1213
Advocate, Bangladesh Supreme Court
Shimanto Bank
Bankers Limited
Trust Bank Ltd Shimanto Shamvar (Level-7), Bir U�am M. A. Rob Sarak
Millennium Branch Jahangir Gate, Dhaka Cantonment (Road No. 2), Shimanto Square, Dhanmondi, Dhaka- 1205
Dhaka.
Trust Bank Ltd
Pubali Bank Ltd Millennium BranchJahangir Gate,DhakaCantonment
Delta Life Tower ,(2nd floor), Plot #37, Road # 45 North Dhaka.
& 90 South, Gulshan Circle-2, Dhaka-1212
Dutch Bangla Bank Ltd
Premier Bank ltd Seed Store Bazar Branch, Mymensingh
Address: Banani Branch, Plot#, 76/A Rd No. 11, Dhaka
Shimanto Bank
Prime Bank Ltd Limited
Address: 62 Block - E, Kemal Ataturk Avenue, Banani, Shimanto Shamvar (Level-7), Bir U�am M. A. Rob Sarak
Dhaka 1213 (Road No. 2), Shimanto Square, Dhanmondi

Brac Bank Ltd Trust Bank

Address: Borak Mehnur, 51/B Kamal Ataturk Avenue 4th Millennium Branch Jahangir Gate, Dhaka Cantonment
and 5th Floor, Dhaka 1213 Dhaka.
Islami Bank Ltd
Gulshan Branch, Gulshan Circle-2, Dhaka Shimanto Bank Limited
Shimanto Shamvar
Dutch Bangla Bank Ltd (Level-7),Bir U�am M. A.
Address: Borak Mehnur 51/B Kamal Ataturk Avenue 1st Rob Sarak (Road No. 2),
and 2nd Floor, Dhaka 1213 Shimanto Square, Dhanmondi

Union Bank Ltd Insurer

Banani Branch, Assurance Nazir Tower, Plot-65, Block: B, Karnaphuli Insurance Company Limited
Kamal Ataturk Banani Eastern Insurance Company Limited
Met Life Insurance
Mercan�le Bank Ltd
Mohakhali Branch, Address: 51-52, Green Delta Aims
Tower, Mohakhali C/A, Dhaka 1212

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 11

Annual Report-2021-22

CHAIRMAN’S
MESSAGE
DESPITE THE CHALLENGES
ESPECIALLY, IN POLITICS
BEING FACED IN THE
FINANCIAL SECTOR,
INFLATION HAS REMAINED
STEADY. IN SUCH A BUSINESS
ENVIRONMENT, OUR
COMPANY HAS BEEN
PERFORMING STEADILY AND
QUITE UP TO THE MARK,
WITH REGARD TO QUALITY
CREDIT GROWTH.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 12

CHAIRMAN’S MESSAGE

Dear Shareholders

Assalamu Alaikum,

I am immensely pleased to present the fron�ers, throughout the cycle. Despite all
Annual Report 2021-2022 of Taufika Foods the challenges faced by our company I must
and Lovello Ice Cream PLC as well as to emphasize with great pleasure, on numerous
demonstrate our growth and success to our posi�ve outcomes from financial year
partners, without whom this journey would 2021-22.
not have been possible.
Also, I want to thank our good corporate
Even a�er many losses due to pandemic governance policy because corporate
situa�on, we have successfully, achieved a governance reflects the built in value
symbol of na�onal pride: The Padma system of the company in conduc�ng its day
Mul�purpose Bridge. This bridge is a to day affairs. LOVELLO emphasizes and
keystone of direct communica�on as well as honors the cri�cal importance of effec�ve
vast business opportuni�es between the corporate governance for the safe
capital city and the South-West region of func�oning of the company and lays
the country. Under the spirited and emphasis on ensuring that structures,
proficient leadership of Prime Minister processes and systems are put in place to
Sheikh Hasina, the dream bridge is a reality establish strategic objec�ves, through
today which will add 1.5 per cent to the vigilant monitoring, to serve the interest of
country’s overall GDP. Besides, this bridge the company and its stakeholders.
might act as a channel for agriculture-based
regional economy, par�cularly in Khulna The Board provides policy guidelines &
region, educa�on and healthcare as a whole direc�ons to the management, approves
over the en�re region that would see a strategic and major policy decisions and
revolu�onary change. Indeed, the land oversees the higher management to a�ain
ports will draw huge benefits from the business goals. For the sake of providing
Padma Bridge. The ports are likely to handle strategic support to the Board, different
an increased trade between India and commi�ees, namely the Execu�ve
Bangladesh while export-import business Commi�ee, Audit commi�ee and Risk
through Benapole land port has already Management Commi�ee are ac�vely
gained pace a�er opening the bridge. performing and providing the best support.

Moreover, the bridge would help in I must thank the government of Bangladesh
balanced distribu�on of telecommunica�on and other regulatory authori�es of
and internet systems between the two Bangladesh and categorically, the members
banks of the Padma while new industries of the Board for their precious and stanch
would grow centering informa�on sharing, support and wise direc�on as the company
data processing and outsourcing, so�ware con�nues to face challenging �mes. I thank
development and training, and product all our valued customers for their con�nued
manufacturing etc. all of which would trust in our services and assure them that
enhance economic ac�vi�es and employment. the customer sa�sfac�on is our primary
objec�ve and we crave to con�nuously
Despite the challenges especially, in poli�cs work to improve their experience even
being faced in the financial sector, infla�on further.
has remained steady. In such a business
environment, our company has been Thank you.
performing steadily and quite up to the
mark, with regard to quality credit growth. Best Regards

Our company’s risk management landscape Da�n’ Shamima Nargis Haque

has successfully, adapted itself to the Chairman
fluctua�ng global markets and regulatory

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 13

Annual Report-2021-22

MANAGING DIRECTOR’S
MESSAGE

ACCORDING TO AN ADB SOURCE, THE

PADMA BRIDGE WILL CARRY AN AVERAGE
OF 24,000 VEHICLES PER DAY IN 2024
AND 67,000 BY 2050 WHICH IS A
RESONANT FACT FOR THE INDUSTRY.
LOVELLO IS GOING ON WITH ITS OWN
STRENGTH BECAUSE THE GROWTH WILL
BE ELEVATED MORE DUE TO OPENING
THE PADMA BRIDGE.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 14

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 15
Annual Report-2021-22

MANAGING DIRECTOR’S
MESSAGE

Dear Shareholders
Assalamu Alaikum,

Taufika Foods and Lovello Ice Cream PLC is thrilled for

your constant support and contribu�on to our company.
It was inconceivable to imagine when we started few
years back that we might come this far and grow this
huge. LOVELLO being one of the leading and reputed
brands of ice cream in the country, feels great delight to
gra�fy you for your unending trust and buoyancy.

Taufika Foods and Lovello Ice Cream PLC has made a

significant progress during last couple of years. Our
teams have contributed to the growth of the company by
their hard and sincere efforts. Innova�ve strategies are
introduced along with launching of new products
considering the contemporary market demand. These
have established a good pla�orm for the business
avenue for next decade and beyond as we con�nue to
make progress as a sustainable business enterprise.

Our growth in the industry has been noteworthy as well

and we have retained our dominance in this sector. We
have already diversified our por�olios and recorded
highest ever net profit a�er tax since last year and also
trying to automate more our produc�on process, adding
energy effluent machineries & focusing less carbon
emission & bad impact in produc�on.

Dis�nguished shareholders, as you are aware of the

adverse impact of Corona virus around the world in both
social and economic aspects in everyone’s life, we have
come out successfully, in this most difficult �me which is
unfamiliar in human civiliza�on. Bangladesh has now,
become a pictogram of economic growth due to the
successful implementa�on of the dream project- the
Padma Mul�purpose Bridge in June, 2022. An industrial
revolu�on is going to take place in the country’s
south-west region for the impact of the Padma bridge as
it happened in northern region of the country for the
Bangabandhu Bridge. The changes in the economy of
North Bengal as a result of Bangabandhu Bridge have
contributed about 1.5% to the GDP growth of
Bangladesh.

According to an ADB source, the Padma Bridge will carry

an average of 24,000 vehicles per day in 2024 and 67,000
by 2050 which is a resonant fact for the industry.
LOVELLO is going on with its own strength because the
growth will be elevated more due to opening the Padma
Bridge. It is like a revolu�on for us that business
communica�on has become so easier that many other
industries will be growing in south-western part of the
country. As a result of this bridge, communica�on,
transporta�on, agriculture, industrializa�on, and
employment will increase, which will improve the living
standards of the people of this region.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 16

Moreover, LOVELLO will have many more new plans and bridge would boost the ease of doing business and reduce
projects to be implemented for developing communica�ons travel �me between the capital city and to the south-western
throughout the country and it is now, possible because of the part of the country.
Padma Bridge.
Last but not the least, I would like to take this opportunity on
Various installa�ons of our company will be built on both sides behalf of the Board of Directors to express my sincere
of the Padma Bridge. We believe the country's overall standing apprecia�on to all our valued customers for their confidence in
in the poverty index will improve and there will be a lot of our products. I earnestly hope our combined efforts will
progress in the human development index also. definitely, result in a�aining success of the company and all its
stakeholders.
I hope, for the Padma Mul�purpose Bridge, there will be a
sharp rise in entrepreneurial minds as well. The human I want to conclude by thanking our shareholders for your kind
development will touch the micro level growth and so will and con�nual support!
LOVELLO.
With best wishes for all of us
Since we have been able to overcome the economic downfall,
we cordially request our shareholders to be pa�ent as always
and keep trus�ng LOVELLO. Our teams are working Dato’ Engr. Md. Ekramul Haque
relentlessly, to make sure LOVELLO remains compe��ve, Managing Director
innova�ve and profitable.

I am delighted to place before you the “Annual Report

2021-2022” along with the Audited Financial Statements, the
Auditors’ Report & the Directors’ Report thereon for the year
ended 30th June, 2022.

The management of LOVELLO always considered its employees,

suppliers, buyers as “Family Members’. Though we have
overcome the threat of COVID-19, its impact is ge�ng bit
increased day by day and so to mi�gate the further risk of
COVID-19 spread-out, the company has taken much ini�a�ves
like ensuring facemask, goggles, gloves, sani�za�on, medicine
support, test assistance, oxygen cylinder supply, �mely salary,
transport facili�es etc. to con�nue its produc�on and enhance
value crea�on of the company.

Our long term aim is to achieve stable progress and sustainable

growth. We will look forward to achieving this through
maximizing our produc�on efficiency and controlling all
uncontrollable expenses through Efficient Management
Techniques (EMT). Furthermore, our company has diversified
its investment and always focusing on new projects to enhance
stakeholder’s values.

We aim to be a truly sustainable business – environmentally,

socially, and financially. From the very beginning, this is how
we have built our business. I am confident that we have a solid
formula for delivering on our purpose, contribu�ng to na�onal
sustainable development, and sustaining commercial success.

Finally, thanks to our reverend Prime Minister Sheikh Hasina

for the much-needed gi� -the Padma Bridge to the business
community of southern Bangladesh for which the investors
would be more mo�vated to expand their businesses as the

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 17

Annual Report-2021-22

WHO WE ARE

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 18

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 19
Annual Report-2021-22

PRESENCE IN BANGLADESH

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 20

 VISION
To be the rythmic beats of love
winning the heart of all Bangladeshis
so that people may u�er the word
‘Lovello’ like a symphony of chirping
birds.

MISSION
Taufika Foods and Lovello Ice-Cream PLC
aims to produce and deliver standard
and quality products with con�nuous
innova�on in products, opera�on,
communica�on and management
without compromising tastes and
quali�es.

CORE VALUES
Customers are the prime priority of
Lovello. We believe in simplicity and
standardiza�on. Freshness, perfect
tastes, innova�on are our core values.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 21

Annual Report-2021-22

PRIME FOCUS AND STRATEGIES

Lovello knowing well to create customer’s dignity and demand, has made its leading perambula�on in ice-cream industry.
Maintenance of total quality management (TQM) in every sphere is another prominent mo�o of the company. In this regard,
Lovello has introduced an extensive choice of ice-cream to its consumers compared with other compe�tors in the market. A total
of 58 items have so far been introduced and with all those Lovello is giving the indica�on of being a leading ice cream seller in
this industry. Quality control and hygienic produc�on are one of the focal targets for Lovello. Moreover, the company keeps
offering value for money products with 100% sa�sfac�on by ensuring right products in the right market in right �me.

Market segmenta�on with customized products is Lovello’s unique policy whilst retaining and maintaining a consistent growth is
its finest strategy. Sustainable business growth is always in favor of the company. Besides, good corporate governance,
transparency and accountability, maintaining regulatory compliance, improvement of products with con�nual expansion are the
best clues for Lovello.

To come up with the subsequent strategy for Lovello in the launching of its ice cream products, we should first analyze the market
environment for this type of product, such as its consumers, its compe�tors and the market penetra�on of ice cream products.
However, since we are only focusing on Lovello’s ice cream distribu�on strategy at the moment, we can a�ain an overall picture
of the barriers, challenges, and compe��on in market size of the industry.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 22

COMPANY’S MILESTONES
2022
Placed in “A”
category from “N”
distribu�ng 11%
2021 cash dividend

Trade Opening on
February 10.
2021
Date of Lis�ng in
DSE & CSE on

2019
February 2.

First Business
Meet on

2018
February 15.

First Title sponsor

of Lovello

2017
ki-Anondo in
October.

Maiden
par�cipa�on of

2017
BPL in November.

Celebrated first
anniversary in a

2016
befi�ng manner
on February 14.

Lovello officially
started its
journey on
February 14 on
the occasion of
Valen�ne’s Day.
2015
Lovello
Ice-cream set up
a factory at
Valuka,
Mymensingh
and was
inaugurated on
December 19.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 23

Annual Report-2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 24

BUSINESS PRINCIPLES

Though not stringent but genuine principles are the maiden priority for Taufika Foods and Lovello Ice-cream PLC and the company
is the connoisseur of maintaining unique principles strictly. The corporate business principles being at the focal point of its
company reflect the basic ideas of jus�ce, sincerity and a concern for folks and families, communi�es including quality, innova�on,
commitment, health and safety, delectability. LOVELLO’s internal rules run on strict compliance with the law and guide the ac�ons
even if the law is more indulgent or where there is no applicable law at all. Upholding compliance goes beyond keeping checklists.
It requires steadfast principles that apply across the whole company and provide clear guidance for all employees.

The company believes the key to its success is Lovello’s Six Principles of Quality, Liability, Mutuality, Moderniza�on, Commitment
and Freedom.

• Quality:
The consumers are the boss of our company and we will not compromise on our standards. Lovello’s Quality Policy creates a
shared pla�orm for quality standards in both the Pharmaceu�cal and Diagnos�cs businesses. Consumers recognize and
appreciate our commitment to quality. Quality is a common interest and an important factor in our success – one that
guarantees sa�sfied customers. Lovello’s quality policy is a commitment to our customers and other interest groups.

• Liability:
All our coworkers take liability for results and exercise scheme and verdict while making decisions. As part of our commitment
to the industry, our management team in the mean�me met with congressional leaders to discuss our responsibility in leading
important industry issues as part of the Annual General Mee�ng.

• Mutuality:
We believe the standard by which our business rela�onships should be measured is the degree to which mutual benefits are
created. We assemble strong partnerships with our suppliers, customers, consumers and acquaintances. Persistently we look
for ways to improve effec�veness and efficiency, and to reduce waste. We are proud to say that our manufacturing facility is
now 100% pure and fresh. We use problem solving as a way to iden�fy opportuni�es for improvement and focus resources
where needed.

• Moderniza�on:
Growth of ice-cream produc�on for different weather is no longer urged nowadays. So moderniza�on and innova�on are the
brotherly facts inscribed at the heart of Lovello. To keep the markets stocked, Lovello is stepping up and able to expand sales
of its ice cream across the country. LOVELLO becoming the most demanding ice cream in the market, it has taken ini�a�ves in
increasing its distribu�on and logis�cs capabili�es in line with its strategies through sincere innova�on. We do not mislead our
customers about our products and the customers, we do believe, have no complaints against our delectable products.

• Commitment:
Stern commitment is making Lovello successful over �me. We never deviate to earn the trust of our employees, consumers,
customers, suppliers, shareholders and wider society. This depends on us ac�ng with integrity at all �mes and upholding our
commitments. Trust in our company, products, services and brands can only be built consistently step by step. This is why we
take decisions with a long-term view, while ensuring we meet our commitments today. Our commitment is to never
compromise on the safety of any product.

• Freedom:
To shape our future, Lovello believes in freedom and as one of the world’s largest family-owned corpora�ons, this
independence enables our company to achieve growth and prosperity. Lovello is dreaming of building a business based on the
philosophy of a “mutual benefits” for all stakeholders and this vision helps us con�nuously improve our management systems
to guarantee product quality and safety aiming for zero defects. Lovello teams put the principles in ac�on every day, making
a difference for people and the planet through our performance.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 25

Annual Report-2021-22

ETHICAL PRINCIPLES

LOVELLO is always in belief that business ethics prac�ces provide a founda�on for the strength and sustainable growth of the
company, and supports the company’s efforts in achieving its s�pulated goals. Lovello, therefore, persuades all par�es to conduct
business and perform their du�es in accordance with business ethics prac�ces. We, on the underpinning of strong business ethics
and compliance, accomplish business sustainably and in a way that creates shared value. We accomplish business in an ethical and
principles based manner even in the absence of legal or regulatory frameworks. Where our own principles and policies are stricter
than local legisla�on, the higher standard applies.

According to our business ethics, Lovello acts legally and honestly, disclosing and resolving conflicts of interests in a fair and
transparent manner because Lovello competes in full compliance with all applicable an�trust, compe��on and fair dealing laws,
systema�cally rejec�ng an�compe��ve ac�vi�es. We con�nue working to generate trust as an ethical and sustainable business:
to inspire industry, collaborate with our peers and encourage consumers to make changes that all help in the shi� toward more
regenera�ve food systems.

• Respect for others:

No ma�er the rela�onship between anyone and what they agree or disagree upon, people within an organiza�on should
always respect each other. This includes management team and subordinates, peers and clients as well. We are much
enthusiast to maintain this value to others. When there is a base level of respect established, people take cri�cism less
personally, are able to communicate more openly and can see and value the other person’s perspec�ve.

• Openness in Communica�on:
A successful business runs with openness in communica�on. When the lines of communica�on are open and employees are
willing to have conversa�ons with one another, misunderstandings are avoided. Having constant conversa�ons and reminders
makes it less likely for an employee to break a rule or have a low-quality output.

• Lovello Squad:
No alterna�ve to create sustainable network unless a perfect band remains in business is belived by Lovello. Lovello, from
management team to produc�on team, loves to step forward hand in hand. Our dedicated teams from various departments
disseminate best services to the customers. The company is run by a professional team and its sponsors possess adequate
business experience, knowledge and acumen.

• Customers:
Lovello serves its customers with a wide variety and ranges of products and also with some unique and noble items like Mini
cone, Mini Chocobar and Kulfi. Even Lovello has posi�oned themselves at no. 3 in the market through their products and
service in less than 3 years of �me. Their products are made of using finest raw materials from Denmark and European sources
along with some quality local supply.

• Code of Business Conduct:

Lovello’s code of business conduct specifies certain non-nego�able minimum standards in key areas of employee behavior,
including integrity, compliance with laws, conflicts of interests, an�trust and fair dealing, bribery, corrup�on, discrimina�on
and harassment, and accurate repor�ng and accoun�ng. We are visible to both employees and clients so that it can be held
to those standards. We want to build trust and credibility amid us and create a culture of open and honest communica�on.
We forbid our employees, service providers and agents from engaging in bribery and corrup�on, along with conduct that
could give rise to the appearance or suspicion of such illicit ac�vi�es. Even we ensure the accuracy of financial records and
alignment with company’s accoun�ng standards to fulfill our obliga�ons to shareholders, regulators and other stakeholders.

• Equality:
We are primarily commi�ed in equality because we strive to be fair and just in all dealings. We do not exercise power
arbitrarily nor do we use overreaching or indecent means to gain or maintain any benefit nor take undue advantage of
another’s mistakes or difficul�es. Our execu�ves manifest a commitment to jus�ce, the equal treatment of individuals,
tolerance for and acceptance of diversity.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 26

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 27
Annual Report-2021-22

FIVE YEARS FINANCIAL SUMMARY

Par�culars June 30, 2022 June 30, 2021 June 30, 2020 June 30, 2019 June 30, 2018

(A) Sales 960,385,039 850,801,390 942,869,150 922,889,785 778,975,897

(B) Cost of Goods Sold 557,319,210 494,909,633 552,392,597 537,504,916 455,142,393

(C) Gross Profit (A-B) 403,065,829 355,891,757 390,476,553 385,384,869 323,833,504

(D) Opera�ng Expenses 141,143,960 139,688,077 149,280,037 134,508,705 115,779,050

Administra�ve Expenses 17,101,509 16,231,797 18,701,781 13,564,960 9,185,457

Marke�ng Expenses 124,042,451 123,456,281 130,578,256 120,943,746 106,593,593

261,921,869 216,203,680 241,196,516 250,876,164 208,054,454

(E) Opera�ng Income (C-D)

(F) Financial Expenses 120,022,392 118,035,700 155,147,618 161,134,907 126,213,752

(G) Profit Before Other 141,899,478 98,167,980 86,048,898 89,741,257 81,840,702

Income (E-F)

(H) Other Income 12,051,004 3,598,895 3,455,781 6,102,220 5,192,925

153,950,482 101,766,875 89,504,679 95,843,477 87,033,627

(I) Net Profit Before WPPF

(J) Provision for WPPF 7,330,975 4,846,042 4,262,128 4,563,975 4,144,458

(K) Net Profit Before Tax

(I-J) 146,619,507 96,920,833 85,242,551 91,279,502 82,889,168

(L) Income Tax Expense 25,024,497 1,912,957 23,189,490 29,634,215 40,341,018

Current Tax 13,362,639 18,794,777 21,733,994 23,173,852 8,748,255

Deferred Tax 11,661,858 (16,881,820) 1,455,496 6,460,363 31,592,763

(M) Net Profit A�er Tax 121,595,010 95,007,875 62,053,062 61,645,286 42,548,150
(K-L)

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 28

Financial Graph: Financial graph will show our Revenue,
GP & NPAT five years.

Revenue
1,200,000,000

1,000,000,000

800,000,000

600,000,000
Revenue
400,000,000

200,000,000

0
2022 2021 2020 2019 2018

Gross Profit
450,000,000
400,000,000
350,000,000
300,000,000
250,000,000
200,000,000 Gross Profit
150,000,000
100,000,000
50,000,000
0
2022 2021 2020 2019 2018

Net Profit After Tax

140,000,000

120,000,000

100,000,000

80,000,000

60,000,000 Net Profit A�er Tax

40,000,000

20,000,000

0
2022 2021 2020 2019 2018

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 29

Annual Report-2021-22

Our Performance:
Revenue Growth Show of Last five years.

960,385,039 850,801,390
942,869,150

403,065,829 355,891,757
390,476,553

2021-22 2020-21 2019-20

121,595,010 95,007,875
62,053,062

922,889,785 778,975,897

385,384,869 323,833,504

2018-19 2017-18
Revenue
Gross Profit

61,645,286 42,548,150 Net Profit A�er Tax

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 30

RISK MANAGEMENT OUTLINE

Taking risks is a central part of any business ac�vity. In careful balance with our objec�ves against the risks we get prepared to
take, we strive to conduct business opera�ons in a socially responsible and sustainable manner. Risk management in the
corporate world is the process of iden�fica�on, analysis, and acceptance or mi�ga�on of uncertainty in investment decisions.

Effec�ve risk management is the key to achieving LOVELLO’s objec�ves with regard to efficacy and efficiency of opera�ons,
consistency of financial repor�ng, and compliance with applicable laws and regula�ons.

The Board of Directors watches over the risk management process, approving the risk appe�te and evalua�ng the key risks on an
annual basis, or more commonly in the event of unprecedented changes to the risk environment. This serves to ensure that risk
exposure remains consistent with LOVELLO’s strategy, business and regulatory environment, and stakeholder requirements.

The ice-cream companies like ours include Opera�onal risk, liquidity risk, price fluctua�on risk, credit risk, market risk and
sustainability & environment impact. These risks are divided as internal and external risk factors.

• Opera�onal Risk:
Business opera�ons may be adversely affected by strikes, work stoppages or increase in wage demands by employees and in
such case, company’s business opera�on will be hampered.

And so our company always focuses on ensuring a peaceful work environment so that maximum output from the employees
can be generated. The pay package is designed in such a manner so that, every employee finds it a�rac�ve and remains
sa�sfied with it. So, the risk related to worker/ employee unrest is well mi�gated.

• Liquidity Risk:
Liquidity risk is the risk that a given security or asset cannot be traded quickly enough in the market to prevent a loss or make
the required profit. It arises from the mismatch of maturi�es of assets and liabili�es.

So, management mi�gates liquidity risk by careful cash flow management including op�mizing working capital and by
maintaining unused, commi�ed financing facili�es or a liquidity buffer. These allow the business to easily meet its future
requirements or con�ngencies. The way to recover liquidity crisis management deals accounts payable, inventory and
accounts receivable efficiently. The company ensures of having sufficient cash and cash equivalents to meet expected
opera�onal expenses including financial obliga�ons through prepara�on of forecasted cash flow with due considera�on of
�me line of payment of the financial obliga�on and accordingly arrange for sufficient fund to make the expected payment with
due date.

• Price Fluctuation Risk:

Price risk is the risk that the value of a security or investment will decrease. Factors that affect price risk include earnings
vola�lity, poor business management, and price changes.

Our company is highly ac�ve for these risk management procedures. Mechanism comes first because the mechanism involves
costs, so the benefits of hedging need to be evaluated in order to assess its usefulness for producers. It emerges that the main
benefit lies in producers being able to allocate resources more efficiently in the produc�on of ice-creams. The easiest solu�on
is to invest in hedged investments such as hedged ETFs. The fund manager of a hedged ETF can hedge forex risk at a rela�vely
lower cost.

• Credit Risk:
Credit risk is the risk of loss which may arise from the non-repayment of credit facili�es by a borrower. It is the risk of loss
associated with client's inability to fulfill its payment obliga�on. Policies, applicable laws and regula�ons of Bangladesh require
extensive risk analysis which includes evalua�on of the purpose of the credit and the ability and willingness of repayment of
the client.

In this regard, management operates business effec�vely and efficiently which is not excluded from credit Risk. From the
incep�on of the business management offers credit facili�es to the dealers to get the product penetrated into the compe��ve
market for achieving more and more market shares gradually as the company is in its raising states. To mi�gate this credit risk,
management holds personal security from dealer’s end to accomplish the control policies.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 31

Annual Report-2021-22

In addi�on, management of the company is used to taking and giving loan from and to intercompany as a part of the business.
There are no control policies followed in those intercompany transac�ons other than the agreement. It is being informed that
without any interest any more transac�on would not be occurred in near future in the perspec�ve of business.

• Risk in Second Hand or Recondi�oned:

There is obsolescence risk rela�ng to plant and machinery If the machinery is purchased in second hand or recondi�oned,
there high risk of repair and maintenance which has impact on profitability of the company.

The primary capital machinery for the project of the Company has been imported directly from Tetra Pak South East Asia Pte.
Ltd., which is a concern of Tetra Pak, a mul�na�onal food packaging and processing company of Swedish origin with its Head
Offices in Lund, Sweden, and Lausanne, Switzerland. Tetra Pak operates globally through 40 market companies, which are
subsidiaries to Tetra Pak Interna�onal SA, doing business in over 170 countries. The economic life of the plant and machinery
is minimum 15 years.

• Adverse Effect on Future Cash Flow:

If company gives such loan without interest to related party, there is interest burden for the company if the money was taken
as loan. On the other hand, if such loans are taken from directors, it will have an impact on the cash flow to pay off the loan to
the Directors.

So to deal with intercompany to operate business becomes the part of this compe��ve era. Taufika Foods and Lovello
Ice-cream PLC gets used to taking and giving loan from and to intercompany since the incep�on of the business and during this
period both were not habituated to charge interest. Management has decided to charge interest from the financial year 2020
-2021 and it would be reflected in the financial statement for the financial year ended June 30, 2021. As paying off and taking
loan is the con�nuous process in the process of business it shall not have adverse effect on future cash flow.

• Financial Weakness Risk:

Financial weakness and poor performance of the issuer have nega�ve impact on the company. As a result, it will be tough to
pay loan interest, debt service and dividend. Future growth will be hampered.

Sales growth is a key indicator for any Company to conclude that, the Company’s performance is good. Since beginning of
commercial opera�on the Issuer Company’s sales is recorded to be on the increase always with a good profit margin. The
products of the Company have earned great popularity among the mass people within a compara�vely short period of �me
due to the quality and taste of its ice cream product the brand name of which is LOVELLO.

• Investment Risk:
If any price goes down a�er floa�ng, there is investment risk for the prospec�ve investors.

The profit margin of the company is on the increase along the years since start of business. As the company is having con�nual
sales growth every year so TFAIL firmly believe that inves�ng in the company’s securi�es will be lucra�ve in comparison with
other available investment op�ons.

• Interest Rate Risk:

Interest rate risk as an external risk is the risk that company faces due to unfavorable movement in the interest rates. Changes
in the government’s monetary policy along with increased demand for loans/investments tend to increase the interest rates.
Such rises in interest rates mostly affect companies having floa�ng rate loans.

Moreover, our company has taken loan from banks having fixed interest rate. The company has been repaying their bank loan
on a con�nuous basis which reduces the interest rate risk.

• Industry Risk:
Industry risk is the possibility that a specific industry will not perform to the level or at par. When problems plague one
industry, they affect the individual organiza�on of that par�cular industry. They may also cross over into other industries.
Industry risk also refers to the risk of the increased compe��on from foreign and domes�c sources leading to lower revenues,
profit margins, market share etc. which could have an adverse impact on the business, financial condi�on and result of
opera�on.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 32

 Since the present established market size for ice cream industry in Bangladesh is for Tk.2000.00 crore among which only
Tk.1200.00 crore has been covered by mainly 05 (five) exis�ng companies, the exis�ng gap in the ice cream market is for
around Tk.800.00 crore. Besides, there is an increasing demand of ice cream of 20% per year. No abnormal compe��on among
the individual organiza�on, be it either local or foreign, is found in the present ice cream industry. Besides, no individual
organiza�on will dare to lower the price of its products dras�cally, much beyond the average market price with an inten�on to
secure more market share, because it will then become a threat for that par�cular company to survive.

Ice cream industry is growing gradually, due the following phenomena:

* Present weather is very favorable for Ice cream business

* Expert Human recourses are available for Ice Cream Industries
* Ice cream is becoming more and more popular among the people of all ages as the days go by

• Technology Related Risks:

Technology always plays a vital role for each and every type of business. Be�er technology can increase produc�vity and
reduce costs of produc�on. Firms are exposed to technology risks when there are be�er technologies available in the market
than the one used by the company which may cause technological obsolescence and nega�ve opera�onal efficiency.

We always keep in touch with technological changes in the world ice cream industry and has adopted new technology
according to its need. Furthermore, regular and proper maintenance of the equipment and machinery is carried out by the
Company to ensure longevity of the same.

• Market Risk:
Market Risk refers to the risk of adverse market condi�on affec�ng the sales and profitability of the company. Mostly, the risk
arises from falling demand for the product or service which would harm the performance of the company. On the other hand,
strong market and brand management would help the company increase their customer base.

However, ice-cream is becoming a popular food item in our country day by day and so there is less possibility of any adversity
in the ice cream market. On the other hand considering the demand and taste of the consumers of all classes and segments
the LOVELLO has come out with a variety of extra ordinary mouthwatering ice creams of different design and flavors. The
company is spreading its sales and distribu�on network all over the country gradually but very smartly.

The brand name of ice cream of the Company is LOVELLO, the visibility of which is unfolding fast. LOVELLO strives to preserve
and enhance its brand value, build resilience, and create emo�onally connected customers, employees, and stakeholders,
while complying with all industry, regulatory, and other general standards of significance.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 33

Annual Report-2021-22

VALUE CREATION AND

LONG TERM SUSTAINABILITY:
We create value by ac�ng on opportuni�es, environmental and social developments. It focuses on using our company’s resources
to push profitability while crea�ng value for society and ensuring sustainability is observed. If unable to create any value for the
customers, any business might struggle to maintain its posi�on in the market. So companies need to rethink the way they create
value and grow their business to thrive in tomorrow’s vola�le and uncertain business environment. Where sustainability and
profitability goes hand in hand, it should be the business interest to venture against tomorrow's risks of climate change.

Focus and Brand Percep�on, Environment and High-quality Employment Prac�ces are our three core pillars to create value for
long term sustainability.

FOCUS AND BRAND PERCEPTION:

Customers may more be likely to buy from brands that represent the same morals and core values they do. So we focus on our
brands that give back to the community or advocate for causes can connect with our audience and help customers feel good
about suppor�ng the brand. The ul�mate goal of our brand percep�on is to develop brand value and brand equity. Brand equity
is the extra value a company gets from a product with a recognizable name, as opposed to a generic equivalent. We want to get a
high level of brand equity so that our customers, when confronted with a buying decision choice, feel more confident and
comfortable to proceed with LOVELLO brand. As a result, we do believe that customers who are influenced by a product with a
higher level of brand equity will also purchase the product, even if the brand-name product is more expensive than the generic
equivalent.

ENVIRONMENT:

Running a business like ours, value crea�on with sustainability is our focal area. In this case environment plays a significant role in
crea�ng values responding proac�vely towards the energy and challenges of the company.

• Water and Chemical Management:

By framing water investments as contribu�ng to business growth the private sector might be more ac�vely engaged in solving
water challenges. We maintain that nothing is as important as reframing water as a business issue and opportunity to engage
the private sector in solving water challenges more fully. Besides, LOVELLO has an effec�ve Effluent Treatment Plant (ETP)
which is operated by Vietnam Technology. It’s a Bio-Chemical Type and Capacity 10000 Litre per hour. This ETP is designed to
maintain ecological balance and overall development through the protec�on and improvement of the environment. The
Department of Environment (DOE) of Bangladesh Government visits this ETP three �mes in a year. A�er evalua�on of the
process and discharged water quality, DOE provides Environmental Clearance Cer�ficate (ECC). Chemical management is not
a compulsion which we have to follow because of pressure of the regulatory authori�es and fear of huge fines and brand
image. It is important because it is our duty of protec�ng our planet and its resources from the long term and short term
harmful chemical effects. Chemical management is necessary for ensuring regulatory compliance that is a must for any
organiza�ons to deal with chemical usage, storage and their discarding. Chemical may be dangerous or safe in use but it is
important to control and manage the risk associated with it.

• Reserva�on of Energy:

Energy efficiency is a top priority for our company. Ice cream is refreshing. And with its proteins and carbohydrates are
considered a source of energy. However, it also takes a lot of energy to mix ingredients like milk, dairy chocolate, sugar, and
vanilla beans into the finished product. Electricity and compressed air play an important role in the thermal and kine�c
processes for everything from mixing and extruding the ingredients, deep-freezing to -13°F (-25°C), dipping into various
chocolate coa�ngs through to final packaging. Energy efficiency is therefore right at the top of Lovello. In this regard, the
Energy Savings Scheme (ESS) is important fact for a company like ours. ESS provides NSW businesses with financial incen�ves
to invest in projects which will reduce their energy consump�on. Incen�ves are available to install new equipment or modify
a current system.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 34

 • Waste Management Procedures:

Waste management is the ac�vi�es and ac�ons required to manage waste from its incep�on to its disposal. This includes the
collec�on, transport, treatment and disposal of waste, together with monitoring and regula�on of the waste management
process. Waste management is an important element of environmental protec�on. Its purpose is to provide hygienic, efficient
and economic solid waste storage, collec�on, transporta�on and treatment or disposal of waste without pollu�ng the
atmosphere, soil or water system.

For the purposes of this review these sources are defined as giving rise to three major categories of waste: municipal solid
waste, industrial waste, agricultural waste.

• Industrial solid waste:

This solid waste in the Asian and Pacific Region, as elsewhere, encompasses a wide range of materials of varying
environmental toxicity. Typically this range would include paper, packaging materials, waste from food processing, oils,
solvents, resins, paints and sludges, glass, ceramics, stones, metals, plas�cs, rubber, leather, wood, cloth, straw, abrasives, etc.
As with municipal solid waste, the absence of a regularly up-dated and systema�c database on industrial solid waste ensures
that the exact rates of genera�on are largely unknown.

Expansion of agricultural produc�on has naturally resulted in increased quan��es of livestock waste, agricultural crop
residues and agro-industrial by products. The proper management of waste from agricultural opera�ons can contribute in a
significant way to farm opera�ons. This helps to maintain a healthy environment for farm animals and can reduce the need for
commercial fer�lizers while providing other nutrients needed for crop produc�on.

HIGH-QUALITY EMPLOYMENT PRACTICES:

Taufika Foods and Lovello Ice-cream PLC is praiseworthy for maintaining best employment prac�ces. Our recruitment style has its
fantas�c way. We select our employees according to merit irrespec�vely so that all the recruited employees get the equal oppor-
tuni�es in order of their merit. Our remunera�on policy is smart enough no doubt. According to the rules and regula�ons we
maintain salary review, fes�val bonus, performance bonus and of course we give salaries to our employees �mely. In brief, we
have a fair remunera�on policy. The work environment is stunning comparing other ones in the industry. Our employees have
great talents and they can show them perfectly. We are posi�ve in thinking and our working environment is posi�ve as well.
Besides, we organize internal training for our new members on department basis because we believe a trained employee is more
suitable than a meritorious student.

Finally, LOVELLO is grateful to the contribu�ng companies for allowing us to learn from their own personal strategic challenges
around disrup�on versus linear thinking, demands from society versus those of the shareholders, and their own experiences of
what makes for success or failure.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 35

Annual Report-2021-22

MARKET VALUE ADDED STATEMENT

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

Par�culars Notes Amount in Taka

30-Jun-2022 30-Jun-2021

Market Value of Shares Outstanding Note A 3,540,250,000 2,358,750,000

Book Value of Shares Outstanding Note B 1,096,389,086 1,068,294,076
Market Value Added 2,443,860,914 1,290,455,924

Market Value Added per Share (with regard to Share Capital as exis�ng 28.75 15.19
Note A - Market Price per Share (as quoted in the stock exchanges):
Dhaka Stock Exchange Ltd 41.90 28.00
Chi�agong Stock Exchange Ltd 41.40 27.50
Average Rate 41.65 27.75
No. of Shares Outstanding 85,000,000 85,000,000
Market Value of Shares Outstanding 3,540,250,000 2,358,750,000

Note B - No. of Shares Outstanding at June 30, 2022 85,000,000 85,000,000

Book Value of Shares (Tk. 10 per value) 850,000,000 850,000,000
Retained Earnings at June 30, 2022 246,389,086 218,294,076
Book Value of Shares Outstanding 1,096,389,086 1,068,294,076

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 36

CORPORATE
SOCIAL
RESPONSIBILITY
(CSR)

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

Key Hand over moment to Combined Military Hospital authority

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 37

Annual Report-2021-22

BOARD & COMMITTEES

Board of Directors

Sl. No. Name Designa�on

1 Dato’ Engr. Md. Ekramul Haque Managing Director

2 Da�n’ Shamima Nargis Haque Chairman

3 Muhsinina Taufika Ekram Director

4 Muhsinina Sharika Ekram Director

5 Im�az Lu�ul Baset FCMA, FCA Independent Director

Opera�onal Management Team

Sl. No. Name Designa�on

1 Dato’ Engr. Md. Ekramul Haque Managing Director

2 Engr. Md. Kamruzzaman Chief Opera�ng Officer

3 Mustaque Ahmad Chief Financial Officer

4 Muhammad Razib Hasan Chief Strategic Officer

5 A.K.M Zakaria Hossain FCMA Company Secretary

6 Md. Didarul Alam FCMA Head of Internal Audit

Audit Commi�ee

Sl. No. Name & Posi�on

1 Im�az Lu�ul Baset, FCMA, FCA, Independent Director, Chairman of the Commi�ee

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

3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee

Nomina�on and Remunera�on Commi�ee

Sl. No. Name & Posi�on

1 Im�az Lu�ul Baset, FCMA, FCA, Independent Director, Chairman of the Commi�ee

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

3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 38

PROFILE OF THE
BOARD OF DIRECTORS

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 39

Annual Report-2021-22

PROFILE OF THE BOARD OF DIRECTORS

Da�n’ Shamima Nargis Haque

Chairman

Da�n’ Shamima Nargis Haque is a mul�talented business personality and also an entrepreneur. She holds
an academic degree in Economics. She has more than 21 years’ experience in business sector. She has
been involved with Taufika Foods and Lovello Ice-cream PLC as its Chairman. She is also the Managing
Director of Taufika Engineering Ltd. a sister concern of Taufika Foods and Lovello Ice-cream PLC. She plays
a vital role for the advancement of the company as a Director. She contributes significantly, in formula�on
of company’s opera�onal policies and implementa�on process. As part of her fiduciary responsibility to
represent and protect the investor’s interests in the company, she is profoundly involved to ensure that,
assets as well as the human resources of the company are in good order. She always plays a vital role in
taking crucial decision for the interest of the company on opera�onal or managerial issues.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 40

PROFILE OF THE BOARD OF DIRECTORS

Dato’ Engr. Md. Ekramul Haque

Managing Director

Datoʹ Engr. Md. Ekramul Haque, aged 54, is a Civil Engineer, Taufika Group has an annual turnover of BDT 700 crore having
MBA possesses more than 31 years’ experience in different 2000 staff in various departments under the leadership of
business sector of Bangladesh and Malaysia, where he moved Datoʹ Haque.
in early 90’s as a Director of BEL Construc�on Sdn Bhd, a
company incorporated in Malaysia. The company has great Datoʹ Engr. Md. Ekramul Haque is also involved in several
contribu�on to the development of telecommunica�on and community development and social welfare ac�vi�es. He is
energy sector in Malaysia. More than 2000 km of High Tension the founder of a few educa�onal ins�tu�ons, which offer free
Transmission Line and few hundreds of Telecommunica�on educa�on to under privileged children of the Bangladesh. He
Base Sta�on projects were successfully implemented in Malay- was bestowed with the Gold Medal for two consecu�ve years
sia as well as in Bangladesh under the dynamic leadership of in 2009 and 2010 by Ishwar Chandra Bidya Shagore and Lalon
Datoʹ Engr. Md. Ekramul Haque. The in depth knowledge and Academy for his outstanding achievement in the area of
exper�se in the management of large turnkey construc�on commerce and industry. He has received a �tle “Dato”
project, development of telecommunica�on infrastructure, conferred to him by the Sultan of Pahang state of Malaysia as
power Genera�on plant etc. have made Datoʹ Haque a recogni�on to his contribu�on society and to the development
successful entrepreneur. of Malaysia in telecommunica�on & transmission industry.

Datoʹ Haque is now, the Managing Director of Taufika Group Datoʹ Haque is one of the Sponsor Directors and shareholder
consis�ng of Taufika Engineering Limited, Taufika Energy Co. of NRB Bank Limited, a well reputed fourth genera�on sched-
Ltd, Taufika Foods and Lovello Ice-cream PLC, Deltamarge Sdn ule bank in Bangladesh and served as the Chairman of the
Bhd. Datoʹ Haque has introduced the brand Again “LOVELLO” is Execu�ve commi�ee of the bank.
the new brand in the ice cream industry in Bangladesh and
LOVELLO is being produced and marketed by Taufika Foods and Datoʹ Engr. Md. Ekramul Haque is a genuine businessman
Lovello Ice-cream PLC. “LOVELLO” has earned good name and having vast experience in the line of businesses he is engaged
reputa�on within a very short period of �me a�er its penetra- in. He possesses excellent business acumen and the capability
�on in the market. to run any business ventures; he intends to get involve in, with
much efficiency and the capacity towards accomplishment.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 41

Annual Report-2020-21

PROFILE OF THE BOARD OF DIRECTORS

Muhsinina Taufika Ekram

Director

Muhsinina Taufika Ekram, aged 23 years and having dual members of the board reviews and evaluates the execu�ve
ci�zenship of Canada and Bangladesh is the eldest daughter of decisions and coordinates the ac�vi�es related to
Dato’ Engr. Md. Ekramul Haque and Da�n’ Shamima Nargis environmental factors, like natural resources, human
Haque, the Managing Director and Chairman of Taufika Foods resources, forms of economic system, economic policies,
and Lovello Ice-cream PLC, respec�vely. technological development, capital forma�on and investment,
monetary and fiscal policies and situa�ons of the market,
Muhsinina Taufika Ekram is now, pursuing her gradua�on where the company is in opera�on.
degree in the field of Life Science at the University of Toronto
(UoFT), Canada. Before she got admi�ed herself in UoFT, she She oversees the process to obtain informa�on from external
completed her grade 11 and 12 from The York School, Toronto environmental factors and redirect the same to the key
under IB (Interna�onal Baccalaureate) curriculum where she individuals of the company in order to surmount possible
scored dis�nc�on mark and been achieved “The York School hurdles and unwanted mistakes in the process of achieving
Award” commonly known as the student of the year. organiza�onal goals. She is willing to engage herself more
effec�vely in the company’s affair a�er comple�on of higher
Muhsinina Taufika Ekram is closely involved in the company’s study.
strategic policies and regula�ons. She along with other

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 42

PROFILE OF THE BOARD OF DIRECTORS

Muhsinina Sharika Ekram

Director

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

Bangladesh, is the younger daughter of Dato’ Engr. Md. Ekramul Haque and
Da�n Shamima Nargis Haque, the Managing Director and Chairman of Taufika
Foods and Lovello Ice Cream PLC, respec�vely. Ms. Sharika has been appointed
as Director of the board recently upon ge�ng her interest to be involved into
it. Prior to her appointment in the Board her elder sister, Muhsinina Taufika
Ekram also became a Director of Taufika Foods and Lovello Ice cream PLC, a
concern of under Taufika Group which is named under her name “Taufika”.

Ms. Sharika is now, pursuing her gradua�on degree in the field of Life Science
at the McGill University, Montreal, Canada. Before she got admi�ed herself at
McGill University, she completed her schooling from The York School, Toronto
under IB (Interna�onal Baccalaureate) curriculum where she scored
dis�nc�on mark and was a top scorer.

Ms. Sharika is willing to be engaged herself more effec�vely in the company

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 43

Annual Report-2020-21

PROFILE OF THE BOARD OF DIRECTORS

Im�az Lu�ul Baset

FCMA, FCA.
Independent Director

Im�az Lu�ul Baset FCMA, FCA received his Master of Business Administra�on
with major in Marke�ng; passed in 2004 from the City University, Dhaka and
secured CGPA 3.86 in the scale of 4. Qualified as a Chartered Accountant in
1992 from The Ins�tute of Chartered Accountants of Bangladesh. He
Conducted and finalized audit of financial statements/repor�ng of various
MNCs, Autonomous bodies/corpora�on, non-profiteering organiza�ons. Led
audit discussions with various clients in order to finalize audit. Carried out
consultancy rela�ng to tax, designing accoun�ng and control system Carried
out cost, management and self-audit for various organiza�ons. He is a fellow
member of the Ins�tute of Cost and Management Accountants of Bangladesh
(F — 139) and a fellow member of the Ins�tute of Chartered Accountants of
Bangladesh {Enrol. #663).

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 44

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 45
Annual Report-2020-21

SENIOR MANAGEMENT PROFILE

Dato’ Engr. Md. Ekramul Haque

Managing Director

Datoʹ Engr. Md. Ekramul Haque, aged 54, is a Civil Taufika Group has an annual turnover of BDT 700 crore
Engineer, MBA possesses more than 31 years’ experience having 2000 staff in various departments under the
in different business sector of Bangladesh and Malaysia, leadership of Datoʹ Haque.
where he moved in early 90’s as a Director of BEL
Construc�on Sdn Bhd, a company incorporated in Datoʹ Engr. Md. Ekramul Haque is also involved in several
Malaysia. The company has great contribu�on to the community development and social welfare ac�vi�es. He
development of telecommunica�on and energy sector in is the founder of a few educa�onal ins�tu�ons, which
Malaysia. More than 2000 km of High Tension Transmis- offer free educa�on to under privileged children of the
sion Line and few hundreds of Telecommunica�on Base Bangladesh. He was bestowed with the Gold Medal for
Sta�on projects were successfully implemented in two consecu�ve years in 2009 and 2010 by Ishwar
Malaysia as well as in Bangladesh under the dynamic Chandra Bidya Shagore and Lalon Academy for his
leadership of Datoʹ Engr. Md. Ekramul Haque. The in outstanding achievement in the area of commerce and
depth knowledge and exper�se in the management of industry. He has received a �tle “Dato” conferred to him
large turnkey construc�on project, development of by the Sultan of Pahang state of Malaysia as recogni�on
telecommunica�on infrastructure, power Genera�on to his contribu�on society and to the development of
plant etc. have made Datoʹ Haque a successful entrepre- Malaysia in telecommunica�on & transmission industry.
neur.
Datoʹ Haque was one of the Sponsor Directors and
Datoʹ Haque is now, the Managing Director of Taufika shareholder of NRB Bank Limited, a well reputed fourth
Group consis�ng of Taufika Engineering Limited, Taufika genera�on schedule bank in Bangladesh and served as
Energy Co. Ltd, Taufika Foods and Lovello Ice-Cream PLC, the Chairman of the Execu�ve commi�ee of the bank.
Deltamarge Sdn Bhd, Datoʹ Haque has introduced the
brand “LOVELLO” is the new brand in the ice cream Datoʹ Engr. Md. Ekramul Haque is a genuine businessman
industry in Bangladesh and LOVELLO is being produced having vast experience in the line of businesses he is
and marketed by Taufika Foods and Lovello Ice-Cream engaged in. He possesses excellent business acumen and
PLC. “LOVELLO” has earned good name and reputa�on the capability to run any business ventures; he intends to
within a very short period of �me a�er its penetra�on in get involve in, with much efficiency and the capacity
the market. towards accomplishment.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 46

SENIOR MANAGEMENT PROFILE

Engineer Md. Kamruzzaman

Chief Opera�ng Officer

Engineer Md. Kamruzzaman is the Chief Opera�ng Officer (COO) at Taufika Foods
And Lovello Ice-Cream PLC. He has over 32 years of prac�cal experience in the field
of Ice-cream, Food & Beverage industries. He worked for Modern Industries (BD)
Ltd. as Asst. Manager (Engineering) and Igloo Ice Cream and Milk Pasteuriza�on
Plant as Manager (Engineering and Produc�on). He also served as General Manag-
er of Dhaka Ice Cream Industries, Bangladesh. A reliable and well-organized person
with great experience in teaching of HVAC & Engineering courses.

Engineer Md. Kamruzzaman has Bachelor’s degree in Mechanical Engineering

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 47

Annual Report-2020-21

SENIOR MANAGEMENT PROFILE

Mustaque Ahmad
Chief Financial Officer

Mustaque Ahmad is the Chief Financial Officer of Taufika Foods and Lovello
Ice-cream PLC. He has become a part of the Taufika family since January 2012. He
is overseeing the Group’s financial ac�vi�es and opera�ons as Group CFO.

Mr. Ahmad obtained his BSS (Honors) and MSS in Interna�onal Rela�ons from the
University of Dhaka. He started his career in banking with the first private commer-
cial bank in Bangladesh in June, 1994 as Proba�onary Officer. He has gathered vast
knowledge in banking opera�on in all respects during his thirteen and half years’
banking career.

Mr. Ahmad has over 26 years of extensive experience in finance & accounts as a
result of working in different renowned commercial Banks and business conglomer-
ates.

His key responsibili�es as CFO, include looking a�er all relevant aspects of the
Group’s financing, financial performance, stakeholder repor�ng, internal audit, tax
ma�ers, strategic development of the company, liaison with the external auditor
and other corporate func�ons.

He believes that, there is no end of self improvement, which he always focuses on.
He aspires to contribute significantly, to the growth of the company with his
proficiency in the days to come.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 48

SENIOR MANAGEMENT PROFILE

Muhammad Razib Hasan

Chief Strategic Officer

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

Mr. Hasan, an MBA along with a specializa�on in informa�on system, business

analysis and decision-making process, has a progressive and dynamic corporate
career with 21+ years of experience in the field of Marke�ng and Sales. Prior to
joining LOVELLO, he worked in Taufika Energy Company Limited as Chief Opera�ng
Officer (COO). In his long corporate journey he was a part of distribu�on business
of Nokia Mobile in Grameen Telecom and business development of Maximus
Mobile in Union Group.

He has extensive and diversified training in the sales of Mobile Phone devices and
team-building process. With his innate experience in rela�onship building, he
leads the LOVELLO sales team to provide excellent channel services for
enhancement of value proposi�ons. His in-depth knowledge, experience and skills
have contributed to the advancement of the company.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 49

Annual Report-2021-22

SENIOR MANAGEMENT PROFILE

A.K.M Zakaria Hossain FCMA

Company Secretary

A.K.M Zakaria Hossain FCMA is a progressive and dynamic corporate leader and
also the ex-chairman of DBC of the Ins�tute of Cost & Management Accountants
of Bangladesh (ICMAB). He is well-known in the supply chain sector of Bangladesh.
He joined Taufika Foods and Lovello Ice-cream PLC in January 2015 as Head of
Supply Chain. Mr. Hossain, a competent professional, brings with him inclusive
knowledge and extensive applied experience in the field of Supply Chain, Strategic
Planning, Internal Control, Finance, Cos�ng, Accoun�ng, Taxa�on, VAT etc. of
Manufacturing and Marke�ng oriented company.

Mr. Hossain has 21+ years of experience of which seven years as Head of ICP &
Supply Chain of Dhaka Ice Cream Industries Limited, two years of Kohinoor
Chemicals Company (Bangladesh) Limited as Assistant Vice President, three years
of The ACME Laboratories Ltd. as manager, two years as manager of Shamsul
Alamin Group a Leading Spinning Mills, Tex�le Mills and Garments Manufacturer
of Bangladesh.

He Visited Australia, Denmark, Sweden, Turkey, France, Spain, Lithuania,

Singapore, Malaysia, China, India, Vietnam, Indonesia etc. for training & sourcing.
He qualified as a CMA from The Ins�tute of Cost & Management Accountants of
Bangladesh (ICMAB) in the year of 2002.

During his 8 years journey with the Lovello, Mr. Hossain helped grow the
company’s value and was closely supervised Ini�al Public Offering which resulted
in Lovello becoming a publicly-traded company. Specializing in fast-growing, listed
companies, Mr. Hossain has a proven track record in change Management,
Integra�on, Mergers, Strategic Planning and Internal Control for the company.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 50

SENIOR MANAGEMENT PROFILE

Md. Didarul Alam FCMA

Head of Internal Audit

Md. Didarul Alam FCMA is a progressive and dynamic corporate leader with 15+
years of experience in the field of Planning, Cos�ng, Budge�ng and Repor�ng. He
has an impressive track record of designing organiza�onal control process &
implementa�on in the FMCG industry. He joined Taufika Foods and Lovello
Ice-cream PLC on December 2017. Mr. Alam completed Master of Commerce in
Accoun�ng in 2001. He is the Fellow member of the Ins�tute of Cost and Manage-
ment Accountants of Bangladesh (ICMAB).

He is an experienced execu�ve with financial and strategic focus, financial services

and commercial background and driving corporate transforma�on programs. His
key responsibili�es include all aspects of the company’s financing, financial
performance, and stakeholder repor�ng; board accountability for internal audit,
tax and strategic development; leading the execu�ve rela�onship with the
external auditor; and leadership of the company’s Finance & Accounts and other
corporate func�ons.

During his 5 years with the Lovello, Mr. Alam helped grow the company’s value and
was closely supervised Ini�al Public Offerings. Mr. Alam skills and exper�se have
played a significant role in the progress of the company. Mr. Alam was previously
at Partex Group where he served for more than 5 years. Before le� the Partex
Group he was the General Manager-Finance & Accounts. Before joining Partex
Group he worked with Dhaka Ice Cream Industries Limited. He was also worked at
Abul Khair Group for two years.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 51

Annual Report-2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 52

DIRECTOR’S
REPORT

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 53

Annual Report-2021-22

DIRECTOR’S REPORT

Dear Shareholders,
it is indeed a great privilege for me to place the Directors’ Report on behalf of the Board of Directors and Management, for your
valued considera�on, adop�on and approval. The report was approved by the Board of Directors on October 23, 2022. Relevant
disclosures and explana�ons rela�ng to certain issues have been given by the Directors, which they consider important to ensure
transparency and prac�ce of good governance.

Global Economy
While global economy was recovering strongly from the COVID-19 pandemic, the war in Ukraine posed a setback to the ongoing
recovery. A rise in the global commodity prices and sluggish economic ac�vi�es by war induced supply chain disrup�on is being
observed.
Interna�onal organiza�ons’ revised their forecasts for economic growth prospects and infla�ons. As per the United Na�ons (UN)
publica�on ‘World Economic Situa�on and Prospect 2022’, the global economy grew by 5.5 percent in 2021, the highest growth
rate since 1976, a�er contrac�ng 3.4 percent in 2020. Global economy is expected to grow by 4.0 percent in 2022 and 3.5 percent
in 2023. In the World Bank’s Global Economic Prospect, January 2022, the global economic growth is projected 4.1 and 3.2 percent
in 2022 and 2023 respec�vely, while growth was es�mated 5.5 percent in 2021.
Sluggish growth rates between advanced economies and emerging and developing economies will be divergent. Growth in
advanced economies is expected to decline from 5 percent in 2021 to 3.8 percent in 2022 and 2.3 percent in 2023. This growth
rate will be sufficient to restore output and investment to their pre- pandemic trend in these economies. In emerging and develop-
ing economies, however, growth is expected to drop from 6.3 percent in 2021 to 4.6 percent in 2022 and 4.4 percent in 2023. The
report stressed that by 2023, all advanced economies will have achieved a full output recovery; yet output in emerging and
developing economies will remain 4 percent below its pre- pandemic trend. For many vulnerable economies, the setback is even
larger: output of fragile and conflict-affected economies will be 7.5 percent below its pre-pandemic trend, and output of small
island states will be 8.5 percent below.
In the World Economic Outlook (WEO) April 2022, Interna�onal Monetary Fund (IMF) projected that the global economy will grow
by 3.6 percent both in 2022 and 2023. The projec�ons for 2022 and 2023 are 0.8 and 0.2 percentage points lower than in the
January 2022 WEO update. Global growth is forecast to decline to about 3.3 percent over the medium term beyond 2023.

Macro-economic Situa�on: Bangladesh Context

Bangladesh economy was growing consistently high over a decade crossing 7.0 percent milestone in FY 2015-16 and 8.0 percent
milestone in FY 2018-19. However, the COVID-19 pandemic reduced the growth rate to 3.45 percent in FY 2019-20. The economy
grew by 6.94 percent in FY 2020-21. According to the provisional es�mates of BBS, the GDP growth stood at 7.25 percent in FY
2021-22, 0.05 percentage point higher than the target rate and 0.31 percentage point higher than the previous fiscal year.
According to provisional es�mate of Bangladesh Bureau of Sta�s�cs (BBS), per capita GDP and per capita na�onal income stood
respec�vely at US$ 2,723 and US$ 2,824 in FY 2021-22 compared to US$ 2,462 and US$ 2,591 respec�vely in FY 2020-21. The
consump�on increased to 78.44 percent of GDP in FY 2021- 22 from 74.66 percent in FY 2020-21. The gross investment stood at
31.68 percent of GDP in FY 2021-22, where public investment and private investment accounted for 7.62 percent and 24.06
percent of GDP respec�vely. Medium-term forecasts for GDP growth rates are 7.5 percent in FY 2022-23, 7.8 percent in FY
2023-24 and 8.0 percent in FY 2024-25.
Infla�on in FY 2020-21 stood at 5.56 percent, which is 0.09 percentage point lowers than FY 2019-20. Of which food and non-food
infla�on accounted for 5.73 percent and 5.29 percent respec�vely. Like all other countries of the world, an upward trend of price
level is being observed in Bangladesh as the economic damages created by COVID-19 pandemic which is triggered by war in
Ukraine. The point-to-point infla�on in March 2022, stood at 6.22 percent, compared to the infla�on rate 5.47 percent in March
2021.
The revised revenue mobilisa�on target was set at Tk. 3,89,000 crore in FY 2021-22, which is 9.78 percent of the GDP. Of them,
revenue receipt from NBR sources was marked at Tk. 3,30,000 crore (8.30% of GDP), tax revenue from non-NBR sources at Tk.
16,000 crore (0.40% of GDP) and non-tax revenue at Tk. 43,000 crore (1.10% of GDP). As per provisional data from iBAS++, total
revenue mobilisa�on up to February 2022 stood at Tk. 2,25,116 crore, up by 16.39 percent of the same period of previous fiscal
year, achieving 57.87 percent of the target.
According to the revised budget, the total expenditure target for FY 2021-22 has been set at Tk. 5,93,500 crore (14.93% of GDP),
which is 10.11 percent higher compared to FY 2020-21. The revised Annual Development programme (ADP) size for FY 2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 54

stood at Tk. 2,07,550 crore (excluding autonomous/agencies/ corpora�ons' own funded projects), which is 5.01 percent higher
than the previous fiscal year.
The government is highly concerned of maintaining the budget deficit within 5 percent of GDP by increasing efficiency in revenue
management. However, due to the increase in government expenditure for COVID-19 pandemic, target set at 5.1 percent of
current fiscal year. The actual budget deficit for FY 2019-20 and FY 2020-21 stood at 4.7 percent and 4.3 percent of GDP respec-
�vely. The inflow of foreign grants and loans in the first eight months of FY 2021-22 (up to February 2022) amounted to US$ 5,899
million, up by 6.63 percent from the same period of the previous fiscal year. The country's external debt outstanding at the end of
February 2022 was US$ 55,826 million or 12.23 percent of GDP.
The purpose of this policy stance is to outline monetary and credit programme for FY 2021-22 based on the evolving internal and
external macroeconomic and financial developments. The programmed growth of broad money (M2) was set at 15.0 percent
and domes�c credit growth 17.8 percent, which was consistent with the targeted GDP growth and CPI based average infla�on.
The broad money and domes�c credit actually grew by 9.45 percent and 13.32 percent respec�vely in February 2022 compared
to 13.35 percent and 9.06 percent respec�vely in the same month of the previous year. However, the public and private sector
credit experienced 28.1 percent and 10.9 percent growth respec�vely in February 2022 against the actual growth of 8.3 percent
and 8.9 percent respec�vely in February 2021.
The recent trends in weighted average lending and deposit rates show downward movement. The weighted average lending rate
decreased to 7.10 percent at the end of February 2022 from 7.48 percent of end February 2021. Similarly, the deposit rate
con�nuously decreased to 4.02 percent in February 2022 from 4.44 percent in February 2021. The reduc�on in market-based
interest rates has been due to the increase in excess liquidity available to banks and the reduc�on in interest rates, bank rate and
refinancing scheme policies adopted by Bangladesh Bank.
In FY 2021-22, both stock markets (Dhaka Stock Exchange and Cha�ogram Stock Exchange) no�ced some vola�lity, however,
both the price index and market capitalisa�on increased moderately. The market capi�lisa�on and the broad index of DSE
increased by 4.41 percent and 6.59 percent respec�vely at the end of April2022 compared to end June 2021. Similarly, the market
capitalisa�on and CSE All Share Price Index increased by 6.03 percent and 11.67 percent respec�vely, at the end of April, 2022,
compared to end June 2021.
Although global trade has turned around in 2021 a�er the effects of COVID-19 pandemic, the Russia-Ukraine conflict has been
showing significant nega�ve impact on world trade. As a result, food supply chains have been disrupted and Western sanc�ons on
Russia have led to global trade instability. At the same �me, the prices of petroleum along with commodity prices are rising, which
is also crea�ng infla�onary pressures on the economies. However, Bangladesh's export growth is on a posi�ve trend. During
July-April of FY 2021-22, total export earnings increased by 35.14 percent to US$ 43,344.34 million compared to the same period
of previous fiscal year. The total import payments (c&f) stood at US$ 66,898.70 million in FY 2021-22 (July-March), which is 43.84
percent higher than the import payments of the same period of the preceding fiscal year. The deficit of trade balance widened and
stood at US$ 22,306 million in FY 2021-22 (July-February) which was US$ 12,359 million in FY 2020-21 (July-February). This deficit
mainly occurred by the high growth in import payments rela�ve to the growth in export earnings.
During the �me, current account balance showed a deficit of US$ 12,834 million due to expansion of trade deficit and a fall of
workers’ remi�ances. At the same �me, the surplus of capital account balance and financial account balance both increased due
to substan�al amount of term loans received from the global development partner agencies. The net outcome of all these made
the overall balance a deficit of US$ 2,222 million in FY 2021-22 (July-February) compared to US$ 6,879 million surplus in the same
period of previous fiscal year. Due to the deficit of the overall balance, the foreign exchange reserve decrease slightly. The foreign
exchange reserve stood at US$ 46 billion at the end of February 2022. At the latest on 18 May 2022, the foreign exchange reserve
stood at US$ 42.33 billion. During July-April, 2022, the exchange rate of Taka depreciated by 1.9 percent against US dollar.

Sector-wise Economic Progress

In response to the effects of the global COVID- 19, extreme floods, and natural disasters, GOB has adopted short, medium, and
long-term ac�on plans to maintain food security for the people of the country by con�nuing the expansion in agricultural produc-
�vity. The target of food produc�on is 465.83 lakh metric tonne (MT) in FY 2021-22, which was 466.35 lakh MT in FY 2020-21.
Revised budget target for food collec�on from internal market is 19.50 lakh MT. By February 2022, 10.59 lakh MT food grain was
imported through government channel and 27.69 lakh MT (3.04 lakh MT rice and 24.65 lakh MT wheat) through private channel.
With a view to increase in agricultural produc�on, Tk. 9,500 crore has been allocated for subsidising fer�lisers and other agricul-
tural ac�vi�es and Tk. 150 crore has been allocated for seed produc�on ac�vi�es to support the farmers in the budget of FY
2021-22. A total of 46.21 lakh MT of fish was produced from inland water bodies and marine sources in FY 2020-21, which is

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 55

Annual Report-2021-22

targeted 46.64 lakh MT in FY 2021-22. In FY 2020-21, 31.16 crore dose vaccines for 17 diseases have been produced and applied
for ca�le and poultry.
To overcome the shock of COVID-19 as well as to revitalise, GOB has provided different supports under incen�ves packages to its
industry sector. Special fund for export oriented industries, working capital for the affected industries and service sector ins�tu-
�ons, working capital to SMEs, credit guarantee skims for SMEs are men�onable programmes of the GOB. As a result, industry
sector has rebounded. According to the ‘Quantum Index of Medium and Large Scale Manufacturing Industry’ (Base Year:
2005-06), the average general index of industrial produc�on (large and medium scale manufacturing) increased by 18.52 percent
to 507.65 points during July-December of FY 2021- 22 over that of FY 2020-21.
The capacity of power genera�on reached at 22,066 megawa�s in January 2022. The volume is 25,284 megawa�s including
renewable energy and cap�ve. The maximum genera�on level 13,792 MW were achieved in 27 April 2021. Total net electricity
produc�on was 80,423 million kilowa�-hours (kWh) in FY 2020-21 and in the first six months of FY 2021-22 (up to December 2021)
total net electricity produc�on stood at 42,395 million kWh. Out of total net genera�on, 40.02 percent power was generated by
the public sector, 4.10 percent by joint venture, 47.39 percent power from the private sector and 8.50 percent from power import
from India. At present, the total distribu�on line is 6.19 lakh kilometer and total consumer is 4.19 crore. The construc�on of
Ruppur Atomic Power Plant unit is ongoing.
Natural gas met almost 62 percent of the country's total commercial use of energy. A total of 28 gas fields have been discovered
from which about 19.11 trillion cubic feet gas has been produced cumula�vely (up to December 2021).9.30 trillion cubic feet of
recoverable gas by January 2022. Besides, the country has about 13.60 lakh metric tonne of reserve fuel oil. In order to meet
the growing demands for natural gas and fuel oil and to secure energy supply of the country in the long term, the highest empha-
sis is given on the diversifica�on of energy sources, par�cularly on the efficient and op�mum use of energy, construc�on of power
plant based on coal, LNG, duel fuel, atomic and renewable energy.
The development efforts to build a developed and integrated communica�on and transport infrastructure is going on. At present,
the total length of highways in the country is 22,433 km as of February 2022. Parallel to the roads, development projects like
Padma Bridge, Metro- rail, BRT, Dhaka Elevated Express way, Karnaphuli tunnel and some other mega-projects are being imple-
mented which are contribu�ng to GDP growth of the country. At present, the total length of railway is 3,093 km. Several measures
have already been undertaken for the development and maintenance of navigability of different river routes, ensuring safe move-
ment of water cra�s, development of inland river ports, crea�ng infrastructure facili�es to carry container goods in inland water-
ways etc. As the na�onal flagship carrier Biman Bangladesh Airlines Limited is opera�ng 7 na�onal and 19 interna�onal flights in
different routes. The total number of mobile phone subscribers and internet users exceed 18.15 crore and 12.28 crore in February
2022 respec�vely. At present Bangladesh Submarine Cable Company Ltd. (BSCCL) alone sa�sfying about 60 percent demand in the
case of country’s overall internet bandwidth, whose amount is 2,060 (Gigabyte per second) up to 28 February 2022.
The government is commi�ed to ensure the basic needs of the people as well as human resource development through economic
reform focusing on life and livelihoods to combat the long-term effects of the COVID-19 pandemic. In FY 2021- 22, the government
has spent about 24.93 percent of the sectors related to human resource development such as educa�on and technology, health
and family welfare, women and children, social welfare, youth and sports development, culture, labour and employment etc. In
order to build a skilled manpower to meet the challenges of the Fourth Industrial Revolu�on, maximum emphasis has been laid
on technical educa�on. Through The Na�onal Deployment and Vaccina�on Plan work is underway to vaccinate 70 percent of the
popula�on against COVID-19 to protect lives and prevent deaths from the COVID-19. Various reform ini�a�ves, including as
financial sector reform, an�-corrup�on and preventa�ve ac�ons are being adopted and executed in order to promote balanced
development and establish good governance.
Bangladesh undoubtedly has accomplished an extraordinary and substan�al advancement in poverty mi�ga�on amid last decade,
consequence of the devoted endeavors of the government and the appropriate and successful execu�on of numerous public and
private development ac�vi�es. It is worth men�oning that according to Household Income and Expenditure Survey (HIES) 2016,
poverty rate declined to 24.3 percent in 2016, which was 40.0 percent in 2005. Several poverty allevia�on programmes in Bangla-
desh meant to address poverty allevia�on directly or indirectly have been launched by the incumbent government. Apart from
these, different government along with non-government ins�tu�ons, autonomous bodies carried out various ac�vi�es involving
introducing microcredit in order to expedite the government’s efforts of poverty reduc�on. The ubiquitous COVID-19 pandemic
had detrimental consequences on economic ac�vi�es in Bangladesh to some extent while the country was in a posi�on to achieve
commendable progress on various economic and social indicators. Nevertheless, with regard to adap�on of pragma�c and
prudent economic policies anything could hardly hinder the celerity of overall economic development in Bangladesh. Therefore,
the poverty situa�on in Bangladesh did no longer worsen to a scale of catastrophe during the pandemic.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 56

During January-September in 2021, the amount of FDI was US$ 1,803.4 million. A total 763 projects were registered in FY 2021-22
(July- February period) under joint venture investment (local and foreign) and the amount involved with the proposal was Tk.
1,08,022 crore. Total 454 business ins�tu�ons are ongoing with produc�on in the exis�ng 8 EPZs of the country. Addi�onal 77
industries are in to the process of opera�on. Up un�l now, the total investment amount in the EPZs is US$ 5,858.02 million. Total
number of employment genera�on is 4,80,140 up to February 2022 in the EPZs where 66 percent workers are female. By this �me,
the loca�on and the land for 97 economic zones have been approved, 68 will be public and 29 will be private. Under public–pri-
vate partnership modality, 78 projects are approved in principle covering 10 sectors.
Like other developing countries, bio-diversity rich Bangladesh is comba�ng against environmental degrada�on, a crucial challenge
for Bangladesh. Efforts are con�nuing to integrate issues pertaining to environment with mainstream development policies to
ensure economic growth and environmental sustainability. A number of policies and development plans have been adopted and
are being implemented to encounter environmental hazards and to ensure a pollu�on-free eco- friendly environment. Further-
more, a detailed work plan has been formulated with a view to achieving environmental targets of Sustainable Development
Goals (SDG’s). ‘Bangladesh Climate Change Strategy and Ac�on Plan, 2009 (BCCSAP 2009)’ is being implemented to address the
impact of climate change where both adapta�on and mi�ga�on ac�vi�es have been considered. Na�onal Environmental Policy,
2018, Bangladesh Biodiversity Act 2018, Environmental Crisis Management Rules, 2017 have been promulgated to take into
account the challenges of environment, biodiversity conserva�on and management. The government is also implemen�ng
various programmes/ projects in order to tackle eventuali�es emana�ng from natural disasters. A masterplan for coming 20 years
with the objec�ves of maintaining environmental sustainability and achieving self- sufficiency in forest resource is under prepara-
�on.Bangladesh Economy

Fast Moving Consumer Goods Industry

The Food & Beverage Industry, par�cularly the packaged food is ge�ng impetus due to the changing life style of the consumers,
gradually for all segments of urban, semi-urban & rural consumers. The demand for packaged & processed food is increasing
drama�cally, like never before.
In general, the performance of the FMCG industry serves as a powerful indicator of economic progress in any country. This is
par�cularly evident in Bangladesh, where the economy is largely consump�on driven. In 2020 as the local FMCG industry experi-
enced a tough year, as demand for non-essen�al goods fell amidst lower disposable incomes brought about by a culmina�on of
factors, including weak economic condi�ons and higher unemployment. Demand for such commodi�es has been declining since
the very beginning of the lockdown situa�on.
During this period, industrial produc�on dropped significantly, driven mostly by a precipitous fall in manufacturing output, while
the service sector ac�vi�es stalled by the par�al and o�en complete shutdown of transporta�on, trade, and hospitality industries.
In addi�on, because schools are closed from mid-March, most goods do not have any demand since they are mostly used as
school �ffin’s. Moreover, Bangladesh’s ice cream industry is not comparable to any other industry, nor to any other region. In
Bangladesh, a vested interest group raised a false alarm against the consump�on of ice cream by circula�ng that the consump�on
of ice cream triggers the possibility of COVID-19.
In short, the volumes of Taufika Foods and Lovello Ice-cream PLC were directly affected by the lock-down steps imposed by the
Government. In the mean�me, the output of our subsidiaries and the important part of our business were below expecta�ons.
However, the pandemic severely weakened global trade, consump�on, services, and the labor market in both developed and
emerging markets. Global trade contracted by nearly 3.5 percent (year over year) in the first quarter, reflec�ng weak demand,
collapse in cross-border tourism, supply chain disrup�ons, and supply disloca�ons triggered by shutdowns across the world.
Several policy measures taken by the government will help the economy to recuperate from lost investment and consump�on and
bounce back to the economic growth momentum observed in the last decade. A pragma�c agricultural and rural credit policy has
been adopted by relaxing terms and condi�ons for inclusive loan disbursement. In view of the importance of the agriculture
sector in terms of employment genera�on, food security, and poverty reduc�on in the country, the target disbursement of agricul-
tural credit is set at BDT 262.92 billion for FY21 which is about 9 percent higher than that of FY19. It is expected that policy
measures and strategy taken by the government such as easy monetary, fiscal, and financial policies shall facilitate the rapid
recovery of the economy to the pre-COVID-19 level.

Lovello Ice-cream
The brand name of ice cream of Taufika Foods and Lovello Ice-cream PLC is “LOVELLO”. Ini�ally, the brand grew quickly and soon
established itself as a popular ice cream brand in the country, securing one of the top posi�ons in the industry. Soon, in spite of

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 57

Annual Report-2021-22

facing s�ff compe��on over the years, its market posi�on reached at a higher standing. This was possible due to the company
introduced a large product line consis�ng of premium and regular segment of s�ck, cone, cup, tub, and mini-series of ice cream.
Performance of Taufika Foods and Lovello Ice-cream PLC in 2021-22.
The financial performance of the Company during the year 2021-22 with a comparison with that of 2020-21 are summarized
below:

(BDT in millions except per share data) 2021-22 2020-21

Revenue 960.38 850.80

Gross profit 403.06 355.89
Opera�ng profit 261.92 216.20
Profit before tax 146.61 96.92
Tax 25.02 1.91
Profit a�er tax 121.59 95.01
Earnings per Share (EPS) 1.43 1.41

Statement of u�liza�on of Proceeds raised through public offerings as on June 30, 2022.

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

Sl. Purpose of U�liza�on as per of Fund up to the month of Fund up to Balance
No IPO (Tk.) May 31, 2022 of June 30, 2022 June 30, 2022 (Taka)

1 Acquisi�on of plant & machinery 90,365,003 65,134,138 - 65,134,138 25,230,865

2 Freezer purchase 57,849,847 40,227,279 2,993,500 43,220,779 14,629,068
3 Vehicles purchase 20,564,250 27,005,948 - 27,005,948 (6,441,698)
4 Investment in depot to increase 13,220,900 - - - 13,220,900
5 To meet up IPO expenses 28,000,000 27,764,472 - 27,764,472 235,528
6 Bank loan repayment 90,000,000 90,000,000 - 90,000,000 -
Total IPO proceeds 300,000,000 250,131,837 2,993,500 253,125,337 46,874,663
7 Interest income 772,158 - - - 772,158
8 Source Tax (77,216) - - - (77,216)
9 Foreign exchance loss & Bank charges - 126,160 - 126,160 (126,160)
Total IPO Proceeds & Interest 300,694,942 250,257,997 2,993,500 253,251,497 47,443,445
Income/ (Bank Charges)

Total unu�lized fund excluding Interest Income/(Bank Charges) Taka 46,874,663/- (Four Crore Sixty Eight Lac Seventy four
Thousand Six Hundred Sixty Three) only and including foreign exchance loss & Bank charges and Interest income Taka 47,443,445-
as on June 30, 2022 is lying with Trust Bank Ltd. Millennium Branch, Jahangir Gate, Dhaka Cantonment, Dhaka (Account number
0022-0320000775).

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 58

Significant devia�on in opera�ng results & significant variance between quarterly and annual results

Despite the devasta�ng impact of COVID-19 Taufika Foods and Lovello Ice-cream PLC has been able to conclude the year with
sa�sfactory turnover. There was no significant devia�on from the last year's opera�ng result and between quarterly and annual
financial results.

Related party transac�on

Compliant steps have been taken by the Board to avoid any conflict of interests that may arise, in transac�ng with related par�es
as per the defini�on of IAS.

Events occurring a�er the repor�ng date

As at the date of this report, the directors are not aware of any ma�er or circumstance that has arisen since the end of the year
2021-22 that has significantly affected or may significantly affect the opera�ons of the Company, the results of its opera�ons or
its state of affairs, which is not already reflected in this report other than the following:

On October 23, 2022, Taufika Foods and Lovello Ice-cream PLC recommended 12 percent cash dividend. Details of the recom-
mended dividend during the financial year are disclosed in Note 39 of the Financial Report.

Dividend

The Company will be paying 12% cash dividend for the year ended 2021-22. The Board of Directors in its mee�ng held on 23
October 2022 recommended “12% cash” dividend for the year 2021-22. As per ar�cle-89, Schedule-1 of the Companies Act 1994,
dividend shall be declared out of profit i.e. from current year’s profit and from previous years’ retained profit. During the year
ended the company has registered profit of BDT 121.59 mn.

Taufika Foods and Lovello Ice-cream aims to provide commendable and sustainable rate of dividend to its shareholders.

The Board of Directors confirms that no bonus share or stock dividend has been or shall be declared as interim dividend.

Contribu�on to the Na�onal exchequer and the economy

During the year 2021-22, the company contributed a total amount of BDT 15.96 million as Corporate Tax, BDT 61.36 million as SD
and BDT 156.84 million as VAT, in total BDT 234.16 million was paid to the na�onal exchequer

Directors’ Responsibili�es for Financial Statements

The Board is responsible to present a fair, balanced and understandable assessment of the Company’s posi�on and prospect as
part of good corporate governance and to that end the directors confirm to the best of their knowledge that-

• the Financial Statements, prepared by the Management of the Company, present fairly its state of affairs, the result of its
opera�ons, cash flows and changes in equity;
• proper books of account as required by the law have been maintained;
• appropriate accoun�ng policies have been consistently applied in prepara�on of the Financial Statements and that the
accoun�ng es�mates are based on reasonable and prudent judgments;
• the Financial Statements prepared in accordance with IAS//IFRS;
• the Financial Statements prepared on going concern basis;
• the minority shareholders have been protected from abusive ac�on by or in the interest of controlling shareholders ac�ng
either directly or indirectly and have effec�ve means of redress;

Accoun�ng policies and maintenance of books of accounts

The Directors consider that in preparing the Financial Statements, the Company has used appropriate accoun�ng policies, consis-
tently applied and supported by reasonable and prudent judgments and es�mates and that the Interna�onal Accoun�ng
Standards have been followed. In preparing financial statements, informa�on has been obtained from the books of accounts,
which have been maintained properly as required by the applicable rules and regula�ons.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 59

Annual Report-2021-22

Observance of IAS, BAS, BFRS & applicable laws

The Directors have the responsibility for ensuring that the Company keeps accoun�ng records which disclose with reasonable
accuracy the financial posi�on of the Company and which enable to ensure that the financial statements comply with the Compa-
nies Act, 1994, the Securi�es and Exchange Rules, 1987 and other applicable laws. The Directors also confirm that the financial
statements have been prepared in accordance with the Interna�onal Accoun�ng Standards and other applicable rules and regula-
�ons.

Fairness of the accounts

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accoun�ng
policies supported by reasonable and prudent judgments and es�mates, in conformity with Interna�onal Financial Repor�ng
Standards (IFRS) and the requirements of Companies Act, 1994. The Directors are of the opinion that the financial statements give
a true and fair view of the state of the financial affairs of the Company and of their profits for the year ended June 30, 2021.

Responsibility to Internal Control System

The Board of Directors is responsible to ensure that the system of internal control is sound in design and has been effec�vely
implemented and monitored. In this regard, the board has taken proper steps and sufficient care in building a system of internal
control, which is reviewed, evaluated and updated regularly. The internal audit department of the Company conducts periodic
audit to provide reasonable assurance that the established policies and procedures of the Company are consistently followed. The
Audit Commi�ee consists of three members from the Board of Directors. The Chairman of the Audit Commi�ee is an Independent
Director

Risk and concerns:

The Board of Directors is in charge of determining the Company’s fundamental a�tude toward risk while se�ng out the risk
principles as well as the level of risk exposure. The Board of Directors are responsible for formula�ng risk policies, determining
methods to measure and manage risk, se�ng commensurate risk limits and monitoring their performance.

Fundamental principles of Taufika Foods and Lovello Ice-cream PLC risk management philosophy are:

• Effec�vely managing and monitoring credit, interest rate, liquidity, market and opera�onal risk and providing for appropriate
alloca�on of capital among the types of risk.

• Managing risk in a forward-looking manner and iden�fying and analyzing risks from the beginning with the help of steering risk
strategies, models and parameters.

• Crea�ng maximum value for the shareholders, depositors and employees in long term.

• Being financially reliable and strong and establishing business rela�ons with the stakeholders that will last for many years by
crea�ng the image of a profound ins�tu�on that will stay in business permanently.

• Complying with Companies Act, Rule and Regula�ons of BSEC, Lis�ng Regula�ons of Stock Exchanges and other guiding
principles of BSEC.

Going concern

The Board of Directors has reviewed the Company’s overall business plans, strategies and is sa�sfied that the Company has
adequate resources to con�nue its opera�ons in the foreseeable future. Accordingly, the financial statements of the Company are
prepared based on the going concern concept.

Corporate governance

Fundamentally, the conduct of the Company is guided by our core values, our code of ethics and a commitment to openness and
transparency. LOVELLO’s Board of Directors endeavors always to provide learned and strategic direc�on for the Company through
applying the highest standards of corporate governance prac�ce. To this end, we comply with all repor�ng regula�ons and
requirements as defined in the Code of Corporate Governance issued by the Bangladesh Securi�es and Exchange Commission.
Strengthening the policies and procedures by accommoda�ng the changes in legisla�on and perspec�ves is our rou�ne applica-

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 60

�on to protect the Company from risk and introduce new policies necessary to steer the company on right and clear strategic
direc�on. We work to ensure all governance ma�ers are transparent to stakeholders as well as shareholders through channels
such as the Annual General Mee�ng (AGM), quarterly financial statements and this annual report. The Board of Directors of the
Company has always commi�ed to maintain and prac�ce an effec�ve corporate governance structure

Directors to re�re, re-appointment and biographies of the Directors-

As per Ar�cle 104 of the Ar�cles of Associa�on of the Company, one-third of the Directors of the Company are required to re�re
by rota�on at each Annual General Mee�ng (AGM). The re�ring Directors are eligible to stand for re-elec�on. In this connec�on
the following Directors will re�re in the 11th Annual General Mee�ng and being eligible offered themselves for re-elec�on;

i) Dato’ Engr. Md. Ekramul Haque

ii) Newly appointed Mr. Ruhul Ameen M.Com. FCMA as Independent Director in replace of Im�az Lu�ul Baset FCA, FCMA.

The Nomina�on and Remunera�on Commi�ee reviewed the nomina�on of the above re�ring and newly appointed directors and
recommended the board for appointment. Accordingly, the board recommended appointment of re�ring directors for re-elec�on
as well as newly appointed director.

Report on the compliance of the condi�ons of BSEC’s no�fica�on

In accordance with the BSEC’s No�fica�on dated June 3, 2018, the Board of Directors are required to report on the compliance of
certain condi�ons. The no�fica�on was issued for the purpose of establishing a framework for ensuring good governance prac�c-
es in the listed companies for the interest of the investors and the capital market. The overall shareholding pa�ern and a
statement on the compliance with the BSEC’s condi�ons is given on Annexure-II of this report.

Pa�ern and distribu�on of shareholding-

As on June 30, 2022 the paid up capital of the Company is Tk. 850,000,000.00 subdivided by 85,000,000 shares of Tk. 10 each
where the Sponsor/Directors Shareholders holding is 44.65%. The overall shareholding pa�erns of the Company as at the end of
the year 2020-21 is shown on Annexure-II of this report.

Corporate responsibility

Taufika Foods and Lovello Ice-cream PLC defines corporate responsibility as opera�ng with veracity at all the �mes, sustaining the
Company's long-term viability while contribu�ng to the present and future well-being of all stakeholders.

We, at the company, recognize that we have certain responsibili�es to our clients, shareholders, employees and to the communi-
�es in general. But the biggest contribu�on of the Company has to make the long-term sustainability of its business.

We value our shareholders and their rights. We are always commi�ed towards our shareholders to preserve their rights and to
enhance their return as much as possible. Considering this fact the management of Taufika Foods and Lovello Ice-cream PLC gives
its best effort to:

• Keep standard opera�ng performance that ranks among the best in the industry;

• Ensure effec�ve corporate governance;

• Provide full and complete financial informa�on;
• Give striking dividend.

We are commi�ed to be equal opportunity employer, adhering to the highest social standards, the company seeks to provide a
superior working environment for its employees based on diversity and respect for the importance of the individual.

Business ethics

Our customer welfare comes first. We ensure understanding our client’s need, extending facili�es to the right clients at just terms.
We care our clients to enjoy consistent con�nuous service wherever we operate. We have complain box for taking care of custom-
er complaints with highest priority. All our Board, Management and employees strictly follows regulatory guidelines, instruc�ons
and all applicable laws, rules and regula�ons of the country.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 61

Annual Report-2021-22

Audit informa�on

The Directors who held office at the date of this Director’s Report confirm that:

• So far as the Directors are aware, there is no relevant audit informa�on of which the company’s auditors are unaware; and
• The Directors have taken all the steps that they themselves ought to have taken as Directors in order to make them aware of
any relevant informa�on and to establish that the company’s Auditors are aware of that informa�on.

Auditors

Ahmed Zaker & Co. Chartered Accounts have expressed their willingness to become the statutory auditor of the company for the
FY-2022-2023. In this regard the Audit Commi�ee scru�nized and reviewed their proposals and recommended to the Board to
appoint Ahmed Zaker & Co, Chartered Accounts as the external auditor of the Company for the FY-2022-2023.

The Board in its mee�ng held on October 23, 2022 recommended the shareholders to appoint Ahmed Zaker & Co., Chartered
Accounts at a remunera�on of Tk. 200,000 plus VAT.

The Audit Commi�ee scru�nized and reviewed the proposals of Khalil & Associates, Cost and Management Accountant to be
compliance auditor of the company and recommended to the Board for appointment.

The Board in its mee�ng held on October 23, 2022 also recommended the shareholders to Khalil & Associates, Cost and Manage-
ment Accountant at a remunera�on of Tk. 25,000 plus VAT as the compliance auditor for the year 2022-23.

Our employees and environment

The Management of Taufika Foods and Lovello Ice-cream PLC believes that Human Resources of any organiza�on can make the
difference in the Industry. Considering this thought the company recruits competent people, develop them as per the demand of
the �me and situa�on, and retain them with compe��ve and standard mo�va�on-award and reten�on policies and prac�ces.

The Company is commi�ed to crea�ng a working environment based on the values of equal opportunity, diversity and meritocra-
cy. All the Company’s ac�vi�es are reinforced by its governance structure, which complies with the leading codes of best prac�ces.

Product Responsibility and Customer Health & Safety

The Company believes that the modern day Consumers demand quality, convenience and value for money from the brands they
choose and all our products sold under the brand names of LOVELLO score high in this regard. The Company complies with
stringent interna�onal standards/ ISO cer�fica�ons for hygiene and food safety.

Furthermore, our prime focus on the highest quality standards run through all the func�ons in the Company from sourcing and
quality standard are maintaining from end-to-end covering to product innova�on, manufacturing, marke�ng and are embedded
in the genes of our staff. Our well-equipped Quality Assurance and Research and Development laboratories help us to deliver our
promise of high quality products to our consumers.

Directors' mee�ng, a�endance & remunera�on –

During the year ended June 30, 2022 total 05 mee�ngs were held. During this year, all of the Directors serving on the Board
a�ended were more than 80 percent of the aggregate of the total number of mee�ngs of the Board of Directors. The a�endance
in the Board and Commi�ee mee�ngs by each Director is given in Annexure-l on this Report.

Signing of Report

The Board in its mee�ng on June 2022 authorized the Chairman, Ms. Shamima Nargis Haque to sign Director’s report and any
addendum thereto.

Acknowledgement

We would like to concede and place on record our apprecia�on to our valued clients, depositors and shareholders for the
confidence in Taufika Foods and Lovello Ice-cream PLC. Our sincere gra�tude to the Bangladesh Telecommunica�on Regulatory
Commission, Bangladesh Securi�es and Exchange Commission, Dhaka and Chi�agong Sock Exchanges, NBR, Banks and Financial

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 62

Ins�tu�ons, Other government bodies and statutory auditors for their posi�ve sugges�ons and supports. We also express our
pleasure for the commitment and efforts put in by the employees at all levels of the Company.

For and on behalf of the Board,

Da�n’ Shamima Nargis Haque

Chairman

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 63

Annual Report-2021-22

MANAGEMENT DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION
Impression of Business:

Bangladesh is now on an alo� flight in a�aining many of the targets set under the Sustainable Development Goals. With this
momentum, the country is now working for developing economy by 2026 towards the journey of joining in the club of Advanced
Economy by year 2041. In the face of Covid -19 pandemic Bangladesh economy has demonstrated economic resilience registering
GDP growth of 6.9% in fiscal year 2020 - 2021.

The Board of Directors of Taufika Foods and Lovello Ice-cream PLC recognizes the magnitude of good corporate governance and
is commi�ed to ensuring the sustainability of the company’s business and opera�ons by integra�ng good governance ethics and
business integrity into the strategies and opera�ons of the company. Taufika Foods and Lovello Ice-cream PLC also strongly believe
that such high standards allow the company to earn the respect and trust of the stakeholders which translates into sustainable
growth in the share value.

Taufika Foods and Lovello Ice-cream PLC is now in set up of its achievement and is expected to play the vital role in the days to come.
The company has its presence in different important subsectors of economy of Bangladesh, which includes, but not limited to.

Taufika Foods and Lovello Ice-cream PLC under The Companies Act, 1994 vide Registra�on No. C-94700/11 dated August 07, 2011
was incorporated in Bangladesh as a Private Limited Company. The Company being transformed into a public limited Company
dated 22 August, 2019, commenced its commercial opera�on on January 02, 2016. The company got a chance to take its
corporate head office at Plot-80, Road-2, Banani (Chairman Bari), Dhaka-1213, Bangladesh and factory at Bashile, Kathali, 6 No.
Valuka Union Parishad Valuka, Mymensingh. The Company is an Ice-cream manufacturer and supplier in Bangladesh.

Strategy in Business:

Taufika Foods and Lovello Ice-cream PLC gets a set of of compe��ve moves and ac�ons so that the business can use to a�ract
customers, compete successfully, strengthening performance, and achieve organiza�onal goals. Lovello’s strategy is a scheme of
corporate intent and ac�on, which is carefully planned and flexibly designed with the purpose of:

• Achieving effec�veness.
• Perceiving and u�lizing opportuni�es.
• Using modern machineries and manufacturing technology.
• Maintaining Total Quality Management (TQM) in every aspect.
• Establishing Service Excellence.
• Ensuring right products in the right market in right �me.
• Market segmen�ng with customized products.
• Focusing with customers need.
• Mee�ng challenges and threats.
• Con�nuous expansion and improvement of product.
• Offering value for money products with 100% sa�sfac�on.
• Retaining and maintaining a consistent growth.
• Securing an advantageous posi�on.
• Taking necessary precau�ons to reduce environmental impact to a minimum level.

Company uses different media like Facebook, Twi�er, Instagram, TV Adver�sement, a�end fair to introduce the product to
consumer. Sponsorship at key events to promote sales. Live telecast of TV programs. Package offers with leading customers of the
country. On the other hand, company has its own Sales team and Marke�ng team to provide the best service to final consumer.
Lovello equips the top management with an integrated framework, to discover, analyze and exploit beneficial opportuni�es, to
sense and meet poten�al threats, to make op�mum use of resources and strengths, to counterbalance weakness.

1. SWOT Analysis:

SWOT is actually a business analysis occurred internally and externally. SWOT of a company actually shows 4 major categorical
analyses:

S – Strength
W – Weakness
O – Opportuni�es
T – Threats

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 64

Strengths:

Though established recently, the company is used to producing quality product with good taste. Besides, the company believes in
employee diversity and inclusion, training and development, and employee engagement with the brand. Our people are one of
our core strengths. We believe in connec�ng with people to win loyalty, employee engagement and mo�va�on leading to strong
corporate culture. We have established warmth of openness in our work culture, which helps our team to stay mo�vated in a high-
performance environment. We are striving to produce good product range including various flavors, party pack, s�cks, cones,
mini product etc. Basically, the good management team is the highly mo�va�on for us.

Weaknesses:

Since the company started newly, it is going on having less market share and crossing so many difficul�es to penetrate into a new
market. The company goes with the tough compe��on in the market from interna�onal and na�onal ice cream products.
Moreover, the four major facts are:

• Size of market is limited as the supply of the product is very difficult.

• Seasonal sales of the product.
• General problem faced by ice cream manufacturing companies like load shedding problem, damage return and un�mely
delivery to retailers.
• Credit facili�es is not secured by land and building.

Opportuni�es:

The company in major ci�es is expanding its business. The consump�on of ice cream and frozen dessert is increasing in hotels,
restaurant, par�es and various other occasions. As the company is catering quality product with good taste in reasonable price,
there is high demand of product and company has good opportuni�es to grow in the future. Since na�onal GDP is growing rapidly,
we are thinking luxurious product like ice cream consump�on will be increase day by day. As ice cream market is on the rise, the
biggest opportuni�es for the company are

• Rising income, change in lifestyle party cultures.

• Large young popula�on
• Hot summer.
• High economic growth and market liberaliza�on.

Threats:

Business without threat can be compared to the ship without rudder. There is threat of compe��on from interna�onal and
na�onal brands like Polar, Igloo, Baskin Robbins, etc. and even country’s prolonged poli�cal transi�ons, uncertain economic
situa�on, labor pricing and load shedding have adversely affected the business environment of the country. Through analysis we
have found some other threats in business:

• Low income popula�on and threat of infrastructure.

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 65

Annual Report-2021-22

2. Analysis of the financial statements of last five years with reason(s) of fluctua�ng revenue or sales, other income, total
income, cost of material, finance cost, deprecia�on and amor�za�on expense, other expense; changes of inventories, net
profit before & a�er tax, EPS etc.

Par�culars June 30, 2022 June 30, 2021 June 30, 2020 June 30, 2019 June 30, 2018

Sales 960,385,039 850,801,390 942,869,150 922, 889, 785 778, 975,897

Other Income 12,051,004 3,598,895 3,455,781 6,102,220 5,192,925
Total Income 972,436,043 854,400,285 946,324,931 928,992,005 784,168,822
Cost of Material 557,319,210 494,909,633 552,392,597 537,504,916 455,142,393
Finance Cost 120,022,392 118,035,700 155,147,618 161,134,907 126,213,752
Deprecia�on Expenses 130,893,694 126,693,974 119,517,521 109,641,705 94,753,347
Inventory 364,927,361 299,734,955 264,612,631 218,927,157 171,287,614
Net profit before tax 146,619,507 96,920,833 85,242,551 91,279,503 82,889,168
Net Profit a�er tax 121,595,010 95,007,875 62,053,062 61,645,286 42,548,150
Earnings per Share (EPS) 1.43 1.41 1.31 10.05 7.87

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 66

Annexure-1

Board Mee�ngs and A�endance by the Directors

A�endance by the Directors in the Board of Directors’ Mee�ng in 2021-2022 are summarized and given below:
Number of Number of
Sl. No Name Mee�ng A�endance (%)

1 Da�n’ Shamima Nargis Haque, Chairman 5 5 100%

2 Dato’ Engr. Md. Ekramul Haque, Managing Director 5 5 100%
3 Muhsinina Taufika Ekram, Director 5 5 100%
4 Md. Kawser Ahmed (Nominee Director of Taufika Engineering Limited) 5 3 60%
5 Muhsinina Sharika Ekram, Director 5 2 40%
6 Im�az Lu�ul Baset, FCMA, FCA Independent Director 5 5 100%

Audit Commi�ee Mee�ngs and A�endance by the Directors

A�endance by the Directors in the Audit Commi�ee Mee�ng in 2021-2022 are summarized and given below:

Number of Number of
Sl. No Name Mee�ng A�endance (%)

1 Im�az Lu�ul Baset, FCMA, FCA Independent Director, Chairman of 4 4 100%

the Commi�ee

2 Muhsinina Taufika Ekram, Director, Member of the Commi�ee 4 4 100%

3 Md. Kawser Ahmed (Nominee Director of Taufika Engineering 4 2 50%

Limited), Ex-Member of the Commi�ee

4 Muhsinina Sharika Ekram, Director, Member of the Commi�ee 4 2 50%

NRC Mee�ngs and A�endance by the Directors

A�endance by the Directors in the NRC Mee�ng in 2021-2022 are summarized and given below:

Number of Number of
Sl. No Name Mee�ng A�endance (%)

1 Im�az Lu�ul Baset, FCMA, FCA Independent Director, Chairman 1 1 100%

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

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 67

Annual Report-2021-22

Annexure-2

Shareholder Informa�on
Posi�on of shareholding of ordinary shares as on June 30,2022

Sl. % of holding % of holding

Shareholder's Group Number of Shares June 30, 2022 June 30, 2021
No.
1 Sponsors 37,950,000 44.65 58.24

2 Foreign Investors Nil Nil Nil

3 Financial and other Ins�tu�ons 16,987,414 20 5.52

4 General Public 30,062,586 35.35 36.25

Total 85,000,000 100 100

Distribu�on schedule of each class of equity security se�ng out the number of holders and percentages as on June 30,2022

As per BO ID
Sl. Range of Holdings
No. No. of holders holdings percentage( %)

1 Less than 500 shares 3403 375,132 0.44%

2 501 to 5,000 shares 2093 3,863,343 4.55%

3 5001 to 10,000 shares 366 2,850,518 3.35%

4 10,001 to 20,000 shares 231 3,447,354 4.06%

5 20,001 to 30,000 shares 86 2,218,380 2.61%

6 30,001 to 40,000 shares 48 1,682,146 1.98%

7 40,001 to 50,000 shares 61 2,068,050 2.43%

8 50,001 to 100,000 shares 36 2,588,205 3.04%

9 100,001 to 1000,000 shares 42 10,522,444 12.38%

10 Over 1,000,000 shares 9 55,384,428 65.16%

Total 6375 85,000,000 100%

Shareholding Pa�ern
Shareholding Posi�on as on 30th June 2022

Group Name No. of Shares Shareholding (%)

Sponsor / Director 37,950,000 44.65%

Ins�tute 16,987,414 20.00%

General Public 30,062,586 35.35%

Total 850,000,000 100%

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 68

A. Parent or Subsidiary or Associated Companies and other par�es

Name No. of Shares Shareholding (%)

Taufika Engineering Limited (TEL) 12,100,964 14.24%

B. Director’s and their spouses and minor children

Name Status No. of Shares Shareholding (%)

Da�n’ Shamima Nargis Haque Chairman 2,900,000 3.41%

Dato’ Engr. Md. Ekramul Haque Managing Director 30,000,000 35.29%

Muhsinina Taufika Ekram Director 2,050,000 2.41%

Muhsinina Sharika Ekram Director 3,000,000 3.53%

Im�az Lu�ul Baset FCMA, FCA Independent Director -

Their minor children do not have shareholding

Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance and their Spouses and Minor children

Name Status No. of Shares Shareholding (%)

Mustaque Ahmad Chief Financial Officer - -

A.K.M Zakaria Hossain, FCMA Company Secretary & - -

Compliance Officer

Mohammad Didarul Alam, FCMA Head of Internal Audit - -

Their Spouses and minor children do not have shareholding

C. Execu�ves and their spouses and minor children: Nil

D. Shareholders holding ten percent or more vo�ng interest in the company

Name Status No. of Shares Shareholding (%)

Dato’ Engr. Md. Ekramul Haque Managing Director 30,000,000 38.82%

Taufika Engineering Ltd. Ins�tute 12,100,964 14.24%

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 69

Annual Report-2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 70

 CORPORATE
GOVERNANCE

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 71

Annual Report-2021-22

Certificate of BAPLC

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 72

CERTIFICATE OF COMPLIANCE
Report to the Shareholders of Taufika Foods and Lovello Ice-cream PLC on
Compliance of the Corporate Governance Code

WWe have examined the compliance status to the Corporate Governance Code by Taufika Foods and Lovello Ice-cream PLC as on
30 June, 2022. This Code relates to the No�fica�on No: BSEC/CMRRCD 2006-158/207/Admin/80, dated - 3rd June, 2018, of the
Bangladesh Securi�es and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examina�on was limited to the
procedures and implementa�on thereof as adopted by the Management in ensuring compliance to the condi�ons of the
Corporate Governance Code.

This is a scru�ny and verifica�on and an independent audit on compliance of the condi�ons of the Corporate Governance Code
as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Ins�tute of Chartered Secretaries of
Bangladesh (ICSB) in so far as those standards are not inconsistent with any condi�on of this Corporate Governance Code.

We state that we have obtained all the informa�on and explana�ons, which we have required, and a�er due scru�ny and
verifica�on thereof, we report that, in our opinion:

(a) The Company has complied with the condi�ons of the Corporate Governance Code as s�pulated in the above men�oned
Corporate Governance Code issued by the Commission complied;

(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the
Ins�tute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code complied;

(c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securi�es laws and
other relevant laws complied; and

(d) The Governance of the company is highly sa�sfactory.

Place: Dhaka Sd/-

Date: October 27, 2022 Md. Ibrahim Khalil FCMA
Principal & CEO Khalil & Associates
Cost and Management Accountant

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 73

Annual Report-2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Status of compliance with the condi�ons imposed by the Commission’s No�fica�on No. SEC/CMRRCD/2006- 158/207/Ad-
min/80, dated 3 June 2018 issued under sec�on 2CC of the Securi�es and Exchange Ordinance, 1969:

Condi�on No Title Compliance Status Remarks (If any)

1. Board of Directors:-
Size of the Board of Directors TAUFIKA FOODS AND
1 (1) The total number of members of a LOVELLO ICE-CREAM
company’s Board of Directors (hereina�er √ PLC Board is comprised
referred to as “Board”) shall not be less of 05 Directors.
than 5 (five) and more than 20 (twenty).
Independent Directors
1 (2) All companies shall have effec�ve
representa�on of independent directors on
their Boards, so that the Board, as a group,
includes core competencies considered
relevant in the context of each company; for
this purpose, the companies shall comply
with the following:-
At least one-fi�h (1/5) of the total number The number of
of directors in the company’s Board shall be independent director
1 (2) (a) independent directors; any frac�on shall be √ of the company is 01
considered to the next integer or whole (one)
number for calcula�ng number of
independent director(s);
For the purpose of this clause “independent
1 (2) (b) director” means a director

1 (2) (b) (i) who either does not hold any share in the
company or holds less than one percent √
(1%) shares of the total paidup shares of the
company;
who is not a sponsor of the company or is
1 (2) (b) (ii) not connected with the company’s any
sponsor or director or nominated director
or shareholder of the company or any of its
associates, sister concerns, subsidiaries and
parents or holding en��es who holds one
percent (1%) or more shares of the total √
paid-up shares of the company on the basis
of family rela�onship and his or her family
members also shall not hold above
men�oned shares in the company:
Provided that spouse, son, daughter, father,
mother, brother, sister, son-in-law and
daughter-in-law shall be considered as
family members;
who has not been an execu�ve of the
1 (2) (b) (iii) company in immediately preceding 2(two) √
financial years;

who does not have any other rela�onship,

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 74

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 75

Annual Report-2021-22

Corporate Leader who is or was a top level

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

The Chairperson of the Board shall be

1 (4) (c)
elected from among the non -execu�ve √
directors of the company;

The Board shall clearly define respec�ve

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 76

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

1 (5) (i) An industry outlook and possible future

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

1 (5) (x) A statement of remunera�on paid to the

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 77

Annual Report-2021-22

A statement that Interna�onal Accoun�ng

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 78

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 79

Annual Report-2021-22

Code of Conduct for the Chairperson, other

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 80

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 81

Annual Report-2021-22

The Audit Commi�ee shall be responsible √

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 82

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

monitor Internal Audit and Compliance

process to ensure that it is adequately
5 (5) (c) resourced, including approval of the √
Internal Audit and Compliance Plan and
review of the Internal Audit and
Compliance Report;
5 (5) (d) oversee hiring and performance of external
auditors; √

hold mee�ng with the external or statutory

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 83

Annual Report-2021-22

oversee whether the proceeds raised

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 84

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 85

Annual Report-2021-22

In the absence of the Chairperson of the

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 86

 devising a policy on Board’s diversity taking √
6 (5) (b) (ii) into considera�on age, gender, experience,
ethnicity, educa�onal background and
na�onality;
iden�fying persons who are qualified to
become directors and who may be
6 (5) (b) (iii) appointed in top level execu�ve posi�on in
√
accordance with the criteria laid down, and
recommend their appointment and
removal to the Board;
formula�ng the criteria for evalua�on of
√
6 (5) (b) (iv) performance of independent directors and
the Board;
iden�fying the company’s needs for
employees at different levels and
6 (5) (b) (v) √
determine their selec�on, transfer or
replacement and promo�on criteria; and
developing, recommending and reviewing
6 (5) (b) (vi) √
annually the company’s human resources
and training policies;
The company shall disclose the nomina�on
6 (5) (c) and remunera�on policy and the evalua�on
√
criteria and ac�vi�es of NRC during the year
at a glance in its annual report.
7 External or Statutory Auditors. -
The issuer company shall not engage its
external or statutory auditors to perform
7 (1) the following services of the company,
namely: -
7 (1) (i) appraisal or valua�on services or fairness √
opinions;
financial informa�on systems design and √
7 (1) (ii)
implementa�on;
book -keeping or other services related to
7 (1) (iii) the accoun�ng records or financial √
statements;
7 (1) (iv) broker -dealer services; √
7 (1) (v) actuarial services; √
internal audit services or special audit √
7 (1) (vi) services;
any service that the Audit Commi�ee
7 (1) (vii) √
determines;
audit or cer�fica�on services on
compliance of corporate governance as √
7 (1) (viii)
required under condi�on No. 9(1); and
7 (1) (ix) any other service that creates conflict of
interest. √
No partner or employees of the external
audit firms shall possess any share of the
company they audit at least during the
tenure of their audit assignment of that
company; his or her family members also
shall not hold any shares in the said √
company:
7 (2) Provided that spouse, son, daughter, father,
mother, brother, sister, son-in-law and
daughter-in-law shall be considered as
family members.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 87

Annual Report-2021-22

Representa�ve of external or statutory √

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 88

Details rela�ng to the issuer's audit commi�ee and remunera�on commi�ee, including the names of commi�ee members and
a summary of the terms of reference under which the commi�ees operate.

In accordance with the currently accepted Best Prac�ce and Corporate Governance Code adopted by Bangladesh Securi�es and
Exchange Commission (BSEC), the Board appointed Audit Commi�ee and Nomina�on and Remunera�on Commi�ee (NRC)
comprises of the following:

Audit Commi�ee Members Name

SL No. Name & Posi�on

1 Im�az Lu�ul Baset, FCMA, FCA, Independent Director, Chairman of the Commi�ee
2 Muhsinina Taufika Ekram, Director, Member of the Commi�ee
3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee

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

Nomina�on and Remunera�on Commi�ee (NRC) Members Name

SL No. Name & Posi�on

1 Im�az Lu�ul Baset, FCMA, FCA, Independent Director, Chairman of the Commi�ee
2 Muhsinina Taufika Ekram, Director, Member of the Commi�ee
3 Muhsinina Sharika Ekram, Director, Member of the Commi�ee

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

The terms of reference of the audit commi�ee has been agreed upon as follows:

• To review all internal and external audit report.

• To recommend the statutory annual audited financial statements to the Board of Directors for approval.
• To review the finding of the internal and external auditors.
• To review and approve the Annual “Audit Plan” of the Internal Audit Department.
• To monitor the implementa�on of the recommenda�ons of the Internal and External auditors.
• To review the performance of the external auditors and make recommenda�ons to the Board regarding their appointment
and fees.
• To review the quarterly, half-yearly and annual financial statements before submission to the Board, focusing par�cularly
on.
• To review the company’s statement on internal control systems prior to endorsement by the Board.
• The company secretary shall be the secretary of the audit commi�ee.

The terms of reference of the Nomina�on and Remunera�on Commi�ee (NRC) has been agreed upon as follows:

• To assist the Board in developing and administering a fair and transparent procedure for se�ng policy on the
remunera�on of directors and senior management of the Company
• Determining the remunera�on packages
• Review the Annual Confiden�al Report (ACR) of senior management of the company
• Review and oversee the Company's overall human resources strategy.

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Annual Report-2021-22

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomina�on and Remunera�on Commi�ee is a sub-commi�ee of the Board of Directors of the Company and its role is to
assist the Board in fulfilling their oversight responsibili�es defined in the BSEC’s Corporate Governance Code.

The NRC,in compliance with the Corporate Governance Code of Bangladesh Securi�es and Exchange Commission (BSEC), is
comprised of three Directors of the Board of which one is Independent Director. The Independent Director is the Chairman of the
Commi�ee.

The terms of reference of the Nomina�on and Remunera�on Commi�ee (NRC) have been adopted by the Board as per BSEC
no�fica�on. The NRC assist the Board in formula�on of the nomina�on criteria or policy for determining qualifica�ons, posi�ve
a�ributes, experiences and independence of directors and top level execu�ve as well as to develop policy for formal process of
considering remunera�on of directors, top level execu�ves.

Im�az Lu�ul Baset, FCMA, FCA, Chairman of the Commi�ee is an Independent Director. Detailed qualifica�ons of the exis�ng
members of the Commi�ee are set out on pages 42 to 44. of this Annual Report. The Commi�ee formally met once during the
year under review. The NRC of Taufika Foods and Lovello Ice-cream PLC observed the following ac�vi�es:

• To assist the Board in developing and administering a fair and transparent procedure for se�ng policy on the remunera�on of
directors and senior management of the Company
• Determining the remunera�on packages.
• Review the Annual Confiden�al Report (ACR) of senior management of the company
• Formulated Nomina�on and Remunera�on Policy
• Formulated Board Evalua�on Policy
• Reviewed Training and Development Policy
• Reviewed nomina�on of the directors to be re-elected in re�re by rota�on.
• Reviewed reappointment of Managing Director.

Nomina�on and Remunera�on Commi�ee (NRC) expressed their sincere thanks to the members of the Board of Directors,
management of the Company for their support and co-opera�on.

Im�az Lu�ul Baset, FCMA, FCA

Chairman
September 27, 2022

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REPORT OF THE AUDIT COMMITTEE

The Audit Commi�ee is a sub-commi�ee of the Board of Directors of the Company and its role is to assist the Board in fulfilling
their oversight responsibili�es regarding the integrity of Lovello’s financial statements, risk management, internal control &
compliance with legal and regulatory requirements, the external auditors’ performance, qualifica�ons and independence and the
performance of the internal audit func�on.

The Audit Commi�ee, in compliance with the Corporate Governance Code of Bangladesh Securi�es and Exchange Commission
(BSEC), is comprised of three Directors of the Board of which one is Independent Director. The Independent Director is the
Chairman of the Commi�ee.

For the purposes of the Corporate Governance Code, all the members of Commi�ee are financially literate and Im�az Lu�ul Baset,
FCMA, FCA, and Chairman of the Commi�ee is the financial expert. During the financial year under review the Commi�ee met five
�mes.

During the year 2021-22, the Audit Commi�ee of the Company met five and reviewed the following:

• Reviewed the financial statements of the company for the year ended on June 30, 2022
• Reviewed the Company’s 1st Quarterly Un-Audited Financial Statements- Statement of Financial Posi�on, Statement of
Comprehensive Income, statement of Changes in Equity, statement of Cash Flows and related explanatory notes as on 30
September 2021.
• Reviewed the Company’s Half Yearly Un-Audited Financial Statements- Statement of Financial Posi�on, Statement of
Comprehensive Income, and Statement of Changes in Equity, statement of Cash Flows and related explanatory notes as on 31
December 2021.
• Reviewed the Company’s 3rd Quarterly Un-Audited Financial Statements- Statement of Financial Posi�on, Statement of
Comprehensive Income, statement of Changes in Equity, statement of Cash Flows and related explanatory notes as on 31
March 2022.
• Recommended for appointment of External Auditors and fixa�on of their remunera�on.
• Recommended for appointment of compliance auditor.
• Reviewed the management discussion and analysis.
• Reviewed the Internal Audit Report and Compliance plan.
• Reviewed the adequacy of internal control and systems.
• Reviewed the financial repor�ng process
• Reviewed the choice of accoun�ng policies and principles
• Reviewed the management le�er issued by the statutory auditor
• Reviewed the effec�veness and independence of the statutory auditors.
• Evaluate the performance of statutory auditor.
• Reviewed the determina�on of audit fees based on scope and magnitude, level of exper�se deployed and �me required for
effec�ve audit and evaluate the performance of external auditors.

The Audit Commi�ee expressed its sincere thanks to the members of the Commi�ee, Board, Management and the auditors for
their support in carrying out their du�es and responsibili�es.

Sd/-
Im�az Lu�ul Baset, FCMA, FCA
Chairman
Audit Commi�ee

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Annual Report-2021-22

TERMS OF PREFERENCE OF NRC

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 92

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

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Annual Report-2021-22

TERMS OF PREFERENCE OF THE AUDIT COMMITTEE

Regulatory Framework:

Clause 5 (1) (c) read with the applicable Clauses of Corporate Governance Code of Bangladesh Securi�es and Exchange
Commission require the Board to clearly set forth in wri�ng the du�es of the Audit Commi�ee.

This Terms of Reference of the Audit Commi�ee is framed as per the requirements of the aforesaid governance code.

Cons�tu�on

The Board has resolved to establish a Commi�ee of the Board to be known as the Audit Commi�ee. The Audit Commi�ee assists
the Board in fulfilling its oversight responsibili�es in respect of:

• the integrity of Company’s financial statements;

• Company’s risk management and internal control arrangements;
• Company’s compliance with legal and regulatory requirements;
• the performance, qualifica�ons and independence of the external auditors; and
• the performance of the internal audit func�on.

Membership

• The membership of the Commi�ee is as appointed by the Board from �me to �me from amongst the non-execu�ve
directors except Chairman;
• The Commi�ee comprises of three members including Independent Directors;
• Each member of the Commi�ee should be ‘financially literate’. One member of the Commi�ee should be a ‘financial
expert’ who shall have accoun�ng correlated financial management background and 10 (ten) years of such experience.
The ‘financial exper�se’ of this member is adjudged by the Board in accordance with the requirements of current
legisla�on and regula�on, and in the light of relevant codes of prac�ce;
• The Independent Directors will be appointed by the Board and approved by the shareholders for a term of three years and
term can be extended for another three years. A former independent director may be considered for reappointment for
another tenure a�er a �me gap of one tenure, i.e., three years from his or her comple�on of consecu�ve two tenures [i.e.
six years];
• Except Independent Director the membership of other directors is subject to annual re-elec�on by the shareholders;

• The Commi�ee has a Chairman selected by the Board who shall be an Independent Director.
• When the term of service of the Commi�ee members expires or there is any circumstance causing any Commi�ee
member to be unable to hold office un�l expira�on of the term of service, thus making the number of the Commi�ee
members to be lower than the prescribed number, the Board of Directors shall appoint the new Commi�ee member(s) to
fill up the vacancy(ies) immediately or not later than 1 (one) month from the date of vacancy(ies) in the Commi�ee.
• The members of the commi�ee can be changed/removed at the discre�on of the Board of Directors at any �me.

Secretary

The Company Secretary shall act as the Secretary of the Commi�ee.

Mee�ngs

• The Commi�ee meets at least four �mes a year, with authority to convene addi�onal mee�ngs as circumstances require;
• Mee�ngs are convened by wri�en no�ce served on each of the members by the Secretary of the Audit Commi�ee, such
no�ce to be served at least two days prior to the mee�ng;
• All members of the Commi�ee are expected to a�end each mee�ng;
• The quorum necessary for the transac�on of business shall be two Commi�ee members, the quorum of the Audit
Commi�ee mee�ng shall not cons�tute without presence of at least 1(one) independent director. A duly convened
mee�ng of the Commi�ee at which a quorum is present shall be competent to exercise all or any of the authori�es,
du�es and discre�ons vested in or exercisable by the Commi�ee;
• Mee�ngs of the Commi�ee may be a�ended by the Chief Execu�ve Officer, Chief Financial Officer, Chief Auditor, Chief

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 94

 Legal Officer, the lead partner of the external auditors, and other Directors and execu�ves at the invita�on of the
Commi�ee;
• In the absence of the Commi�ee Chairman, if there is more than one Independent Directors, the remaining members
shall elect the other Independent Director present to chair the mee�ng;
• Formal decisions are made by a simple majority vote, with the Chairman of the mee�ng holding a cas�ng vote; and
• The Secretary shall be responsible, in conjunc�on with the Chairman of the Commi�ee, for compiling and circula�ng the
agenda and papers for the mee�ng. The Secretary will also be responsible for liaising with the Execu�ve Team to ensure
that all papers, reports etc. required by the Commi�ee are forwarded to them in a �mely manner.

Minutes of Mee�ngs

• The Secretary shall minute the proceedings and resolu�ons of all mee�ngs of the Commi�ee, including recording the
names of those present and in a�endance.
• Conflicts of interest must be declared by Commi�ee members at the beginning of mee�ngs and the Secretary should
record any such declara�on in the minutes.
• The Commi�ee Secretary shall promptly circulate dra� mee�ng minutes to the Commi�ee Chairman for review and
subsequently to all members of the Commi�ee. Mee�ng minutes shall be confirmed at the next mee�ng of the
Commi�ee and tabled as soon as prac�cable therea�er at a mee�ng of the Board.

Annual General Mee�ng

The Commi�ee Chairman shall present at the Annual General Mee�ng and respond to any ques�ons regarding the Commi�ee’s
ac�vi�es at the Annual General Mee�ng of the Company’s Shareholders.

Du�es & Responsibili�es

1. Risk Management and Internal Control

The Commi�ee shall:

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

2. Financial Repor�ng

The Commi�ee shall:

• Review whether the financial statements are contained with full & applicable disclosures and are prepared in accordance
with the policies and procedures and in compliance with accoun�ng and repor�ng standards required by law and
regulators;
• Oversee the financial repor�ng process
• Monitor choice of accoun�ng policies and principles;
• Discuss with the external auditors and management before finaliza�on of financial statements;
• Review and discuss the integrity of annual audited Company financial statements and quarterly financial statements

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 95

Annual Report-2021-22

with management and the External Auditors, including the financial contents of (and the notes to) the financial
statements and management’s commentary or discussion and analysis of the financial informa�on and recommend
to the Board for approval;
• Monitor and recommend interim results announcements and any other formal announcement rela�ng to its financial
performance;
• Review statement of all related party transac�ons submi�ed by the management.
• Review the Management’s Discussion and Analysis before disclosing in the Annual Report;

3. Internal Audit

The Commi�ee shall:

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

4. External Audit

The Commi�ee shall:

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

5. Compliance with exis�ng Laws & Regula�ons

Review compliance with exis�ng laws & regula�ons of the relevant regulators and policies approved by the Board.

6. Repor�ng Responsibili�es

• The Commi�ee Chairman shall report to the Board on its proceedings a�er each mee�ng on all ma�ers within its du�es
and responsibili�es.
• The Commi�ee shall make whatever recommenda�ons to the Board it deems appropriate on any area within its remit
where ac�on or improvement is needed.
• The Commi�ee shall compile a report to shareholders on its ac�vi�es to be included in the company’s Annual Report.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 96

 • The Audit Commi�ee shall immediately report to the Board of Directors on the following findings, if any:-
a) report on conflicts of interests;
b) suspected or presumed fraud or irregularity or material defect in the internal control system;
c) suspected infringement of laws, including securi�es related laws, rules and regula�ons;
d) any other ma�er which shall be disclosed to the Board of Directors immediately.

7. Repor�ng to the Authority

• If the Audit Commi�ee has reported to the Board of Directors about anything which has material impact on the financial
condi�on and results of opera�on and has discussed with the Board of Directors and the management that any
rec�fica�on is necessary and if the Audit Commi�ee finds that such rec�fica�on has been unreasonably ignored, the
Audit Commi�ee shall report such finding to the Securi�es and Exchange Commission, upon repor�ng of such ma�ers to
the Board of Directors for three �mes or comple�on of a period of 6 (six) months from the date of first repor�ng to the
Board of Directors, whichever is earlier.

8. Others

The Commi�ee shall also:

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

9. Authority

The Commi�ee is authorized by the Board:

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

LOVELLO factory warehouse

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Annual Report-2020-21

POLICY OF NOMINATION:

For the Board of a Company to be effec�ve and efficient, it should comprise of individuals who have professional qualifica�ons
and proven experience in their respec�ve fields of specializa�on.

The Nomina�on and Remunera�on commi�ee evaluates the Directors and recommends the Board for their appointment and
ensures op�mum composi�on of Board. While recommending appointment of an Individual as a Director on the Board, the
commi�ee has to review the following factors including the others:

• Diversity of the Board

• Qualifica�on and posi�ve a�ributes
• Independence of Directors (in the case of Independent Directors)

Regulatory Framework:

Clause 6 (5) (b) read with the applicable Clauses of Corporate Governance Code of Bangladesh Securi�es and Exchange
Commission require the Nomina�on and Remunera�on Commi�ee of a company (“NRC”) to recommend to the Board of
Directors a policy, rela�ng to the appointment, removal and remunera�on of the directors, top level execu�ves and to devise a
policy on Board diversity.

The said governance code also require NRC to lay down the evalua�on criteria for performance evalua�on of Board, its
Commi�ees and individual directors. Further, the Board of Directors is responsible for monitoring and reviewing of the Board
Evalua�on framework.

The Board of Directors is also required to sa�sfy itself that plans are in place for orderly succession for appointments to the Board
and to senior management.

This nomina�on policy is framed as per the requirements of the aforesaid governance code.

Criteria for Board Nomina�ons:

The Nomina�on and Remunera�on Commi�ee (NRC) of the Board is responsible for iden�fying persons for ini�al nomina�on as
directors and evalua�ng incumbent directors for their con�nued service. The following are the qualifica�ons, posi�ve a�ributes
and independence criteria laid down by the NRC of aamra technologies limited in terms of Corporate Governance Code,
No�fica�on of BSEC and Companies Act, 1994 to be considered for nomina�ng candidates for Board posi�ons/appointment of
directors.

Qualifica�ons:

Personal Traits

• Highest personal and professional ethics, integrity and values

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

Experience and Background

• Well accomplished in his / her respec�ve field.

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 98

 resources management, execu�ve leadership) that complements the skills of current board members and proposed board
role
• Absence of adverse events (e.g., bankruptcy affilia�ons, disqualifica�ons under Companies Act 1994 or other applicable
laws etc.) that either disqualify or require adverse disclosures

Fit and proper

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

Posi�ve A�ributes

The posi�ve a�ributes for a director would encompass:

• Ethical Integrity& transparency

• Has/acquires sufficient knowledge in the Company’s business and opera�ons
• Demonstrate sound judgement gained through experience & exper�se in management/ technical/ financial /governance or
regulatory ma�ers
• Foresight - ability to see and prepare for future, an�cipate needs, opportuni�es and threats
• Managerial abili�es required to lead and guide the management such as effec�ve communica�on skills, cultural sensi�vity,
flexibility, team player, strategic thinking, and balancing risk with opportunity, ability to juggle several variables and make
complicated decisions etc.

Independence Standards:

A Director is independent if the Board affirma�vely determines that he/she meets the
Independence criteria provided under the applicable laws. In addi�on to applying these guidelines, the Board will consider all
relevant facts and circumstances in making its determina�on rela�ve to a director’s independence.

Two core objec�ves in selec�ng board members and con�nued board service are that the skills, experiences and perspec�ves of
the Board as a whole should be broad and diverse, and the collec�ve talent should blend together to be as effec�ve as possible.

Independence of Directors (only in the case of Independent Directors):

Any rela�onship between the Company and Directors other than in the normal course will affect the Independence of Directors
in many ways. The Commi�ee shall assure that the candidate proposed for the posi�on of Independent Director meets the
minimum criteria for Independence set out in the Corporate Governance Code of BSEC.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 99

Annual Report-2020-21

POLICY ON REMUNERATION:

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

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 100

BOARD EVALUATION POLICY

Purpose

This policy is intended to provide a framework for inclusion to promote diversity in the Board of Taufika Foods and Lovello
Ice-cream PLC.

The Board of Directors of Taufika Foods and Lovello Ice-cream PLC. believes in the benefits diversity brings and it recognizes that
diversity of thought makes prudent business sense. Having a board composed of men and women with diverse skills, experience,
backgrounds and perspec�ves means:

• compe��ve advantage;
• robust understanding of opportuni�es, issues and risks;
• inclusion of different concepts, ideas, and rela�onships;
• enhanced decision-making and dialogue; and
• Heightened capacity for oversight of the organiza�on and its governance.

Principles

The Board of Directors of Taufika Foods and Lovello Ice-cream PLC believes that board diversity enhances decision-making
capability and a diverse board is more effec�ve in dealing with organisa�onal changes and less likely to suffer from group thinking.
We recognise that board diversity is an essen�al element contribu�ng to the sustainable development of the Company.

In applying this Policy we recognise that directors are appointed by shareholders, not the Board or the Company. The right to
appoint directors is one of the most important rights exercisable by shareholders and is not sought to be fe�ered by this Policy.

Objec�ves

The objec�ves of this Policy are, with the support of our shareholders, to have a Board which

a) is characterized by a broad range of views arising from different experiences when discussing business;
b) facilitates the making of informed and cri�cal decisions; and
c) has sustainable development as its core value, and thus promotes the interests of all our stakeholders, par�cularly the
long term interests of our shareholders, fairly and effec�vely.

Scope

For purposes of Board composi�on, diversity includes, but is not limited to, business and industry skills and experience, age,
educa�onal background, gender, and ethnicity. The Board will make good use of these differences and dis�nc�ons among
individuals in determining the op�mum composi�on of the Board.

Independence

The Board shall have an op�mum balanced composi�on of Execu�ve, Non-execu�ve Directors and Independent Non-execu�ve
Directors as required by applicable laws so that there is a strong element of independence in the Board. The Independent
Non-execu�ve Directors shall be of sufficient calibre and stature for their views to carry weight. In so far as the independence of
each of the Directors is concerned, this is a ques�on of fact and the Board is commi�ed to assessing this on an ongoing basis with
regard to all relevant factors concerned.

Gender

LOVELLO is commi�ed to maintaining an environment of respect for people regardless of their gender in all business dealings and
achieving a workplace environment free of harassment or discrimina�on on the basis of gender, physical or mental state, race,
na�onality, religion, age, family status, or any other a�ribute recognised by the laws of the country. The same principle is applied
to the selec�on of poten�al candidates for appointment to the Board and thus the Board intends to ensure at least 30% female
representa�on.

Na�onality and Ethnicity

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

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Annual Report-2020-21

Skills and Experience

The Board shall possess a balance of skills appropriate for the requirements of the business of the Company. The Directors will
have a mix of finance, marke�ng, legal and management backgrounds that taken together provide the Company with
considerable experience in a range of ac�vi�es.

Age

The Board shall comprise of directors with a range of ages and tenure on the Lovello Board that can enhance diversity and
minimise succession risks. In support of that objec�ve, Non-execu�ve Directors (excluding the Chairman) will not be considered
for re-elec�on at an Annual General Mee�ng (“AGM”) of the Company if, as at the date of the relevant AGM, they will have
reached the age of 72 years. The Board may from �me to �me determine to relax or waive this guideline in rela�on to any director
whom the Board considers has skills, experience or capabili�es that cannot be replaced at the relevant �me.

Board Size

The size of the Board can have a significant impact on board diversity. The Board shall ensure that the total number of members
shall not be less than 5 (five) and more than 20 (twenty).

Implementa�on

The Nomina�on and Remunera�on Commi�ee (NRC) has been delegated with the overall responsibility for implementa�on,
monitoring and periodic review of this Policy. In assessing poten�al candidates for the Board, the NRC will consider the diversity
perspec�ves, as set out in this policy.

The shareholders shall provide required informa�on about the qualifica�ons, experience, and other engagement etc. of each
individual Board member so that the shareholders are aware of the composi�on of their Board, including diversity.

Publica�on and Revision

A summary of this Policy will be included annually in the Annual Report. This Policy is will also available on the company’s website.

Any revisions to the Policy as recommended by the Nomina�on and Remunera�on Commi�ee will be submi�ed to the Board for
considera�on and approval.

• Human Resource Metaphysics

Human Resource Management is a philosophy of people management based on the belief that human resources are uniquely
important to grow and sustain business success. HR philosophy of Lovello refers its leadership style of the top management, the
current corporate culture and prac�cing values. It is about the vision of the leader of the organiza�on. Lovello believes in modern
HR Management approach and builds the environment suitable for the evolu�on of the modern HR Management. Lovello
respects and values the opinions of the main stakeholders. Lovello management and HR division puts con�nuous effort to change
and develop the corporate culture for its stakeholders.

Importance of Human Resources

Understanding and responding to the trends shaping the future of work enables us to create the best possible environment for
our workforce. In 2020-21, Lovello built on a number of ini�a�ves to improve exis�ng HR systems and processes as well as develop
new tools to enhance the employee experience. These efforts will span recruitment and employer brand; development;
engagement; performance and recogni�on; leadership and succession.

Recruitment and Employer Brand: Entry level candidates now respond to different approaches, for example through social
media and virtual reality, as well as look for an authen�c Employee Value Proposi�on. We have employed a number of these
approaches. At the same �me, in line with our focus on internal mobility, we have con�nued our efforts to retain exper�se
and experience by providing a�rac�ve career opportuni�es. Internal mobility also helps us turn necessary restructuring into
an opportunity.

Development: As we adopt digital tools and new ways of working, we also need to ensure our employees are equipped with
the right skills. To support this objec�ve, we provide access to learning available anywhere and any�me via our digital learning

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 102

 pla�orm. This covers the en�re range of mandatory training and available learning at Lovello. Furthermore, reflec�
commitment to help employees develop professionally and personally and advance their careers, we are pursuing a
cross-divisional approach to talent accelera�on.

Engagement: It is crucial for us to understand what mo�vates and engages our employees and how they perceive their work
environment. Therefore, we encourage open and regular dialogue between managers and their team members.

Performance and Recogni�on: Reflec�ng the ambi�ons and needs of our employees, we have adopted a holis�c approach to
performance management, which includes providing regular meaningful feedback and recogni�on, while holding people
accountable and promo�ng con�nuous development. This approach is directly linked to our compensa�on framework and
promo�on process. In addi�on, to ensure our employees’ financial, social, mental and physical wellbeing throughout all
stages of their lives while employed at Lovello. The company provides various benefit packages to its employees in addi�on
to monthly benefit of salary, wages and allowances. Lists of benefits provided for the employees are as follows:

Fes�val Bonus The Company pays two fes�val bonus @ 100% of gross salary.
Employees are awarded with a minimum increment of at least 10-20% of salary and
Yearly Increment/Promo�ons promo�on for extra ordinary performances.
The company makes a regular alloca�on of 5% on net profit a�er charging such
Contribu�on to Workers’ Profit contribu�on but before tax to this fund as per provision of Bangladesh Labour Law,
Par�cipa�on and Welfare Funds 2006 and The company will transfer the fund to the trustee board and the trustee
of the fund will take decision of disbursement and investment within the s�pulated
�me.
Employees of Taufika Foods and Lovello Ice-Cream PLC. receive group insurance
Group Insurance facility from Metlife Insurance for any kind of injury during the course of their
service in the company.

Taufika Foods and Lovello Ice-Cream PLC. has established this Employees’
Provident Fund by way of trust deed dated 05 day of June 2012 and recognized
under the provisions of Part B, Paragraph – 2 (1) of the first schedule of the Income
Tax Ordinance 1984 by the Commissioner of Income Tax having jurisdic�on and to
be known as the “Taufika Foods and Agro Industries Limited Employees’ Provident
Provident Fund Fund” effec�ve from 1st January of 2019. This Provident fund is approved as per
Income Tax Ordinance. Every member so admi�ed to the fund shall be bound to
subscribe to the fund in each month during the period of his service a sum equal to
10% (ten percent) of his basic salary for that month to the nearest Taka &
contribu�ons are to be deducted from Members salary when it is disbursed and
shall be paid by the company to the Trustees.

Leadership and Succession: To ensure we develop future leaders for the Lovello, we provide a number of cross-divisional
programs to foster management and leadership skills. The purpose is to equip our people with the necessary capabili�es to
lead the organiza�on through change, develop their teams, manage performance and ensure business success in line with the
Lovello’s strategy and our values and beliefs.

Diversity and Inclusion: Diversity and inclusion are vital to business success and are integral to all of our people prac�ces and
culture. Last year, we made further progress in our integrated, mul�-dimensional approach.

Code of Conduct: Ac�ng in accordance with our Code of Conduct is vital for us to be a socially responsible company that achieves
sustainable success. The Code sets out our standards of behavior and conduct to which we expect our people to adhere. Our Code
of Conduct should be at the heart of everything we do. Its success depends on all employees using their judgment to navigate
what is some�mes a complex regulatory environment and seeking advice as appropriate. It also highlights that cri�cal ma�ers
should be escalated promptly and appropriately. The Code is designed to ensure that we conduct ourselves ethically – with

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Annual Report-2020-21

integrity, and in accordance with Lovello’s policies and procedures as well as the laws and regula�ons that apply to us

We are commi�ed to advoca�ng a “speak up” culture, an environment where all employees feel comfortable in voicing their
concerns about misbehavior or any issues that they may come across in their daily work. “Speak up” is about suppor�ng an open
and honest dialogue across the organiza�on. This includes providing feedback when things are going well and aler�ng
management to poten�al problems and scope for improvements.

Rewarding Employees

A fair, transparent and sustainable approach to employee remunera�on remains of crucial importance to the company. Our
compensa�on strategy is focused on suppor�ng a compe��ve and sound compensa�on prac�ces. Our compensa�on framework
aims to promote and reward sustainable performance and contribu�ons at all levels of the organiza�on. It provides a clear
structure of compensa�on composi�on across the company.

Wellbeing

Our employees are our most important resource and we rely on them to help us shape the future of the company. For our people
to stay healthy and engaged, perform well and thrive in their professional and personal lives we provide a comprehensive offering.
In addi�on to compe��ve compensa�on, we offer provident fund which complement social security and private savings.

We provide a range of benefits to help our employees manage professional and personal commitments and achieve a healthy
work-life balance. We believe that we can make a posi�ve contribu�on to the good health of our people.

Employee Turnover & Reten�on

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

Senior Leadership Development

We con�nue to place leadership and culture at the core of our transforma�on and change efforts. This includes intensified support
for senior talent who drive performance, innova�on and culture at Lovello. This phase of corporate talent management builds on
exis�ng execu�ve prac�ces by amplifying focus on board readiness, senior talent development and team effec�veness.

Workforce Management

Our workforce management concept enables us to achieve cost savings, while managing organiza�onal change, strengthening our
corporate culture and facilita�ng cross-divisional collabora�on through a consistent approach to planning and defining roles.

Equal Employment Opportunity

Lovello believes to provide equal opportunity in all aspects of employment for all persons, to prohibit discrimina�on in
employment because of age, disability, marital status, race, religion, personal appearance, family responsibili�es, matricula�on,
poli�cal affilia�on, sex or veteran status or other unlawful factors; to prohibit sexual, racial and other forms of unlawful
harassment; and to promote the full realiza�on of equal employment opportunity through a posi�ve, con�nuing, result-oriented
program of affirma�ve ac�on throughout the Organiza�on.

As a large and diverse organiza�on, Lovello offers these policies as a framework within which to make human resources decisions
in a compe��ve environment. Although progressive and flexible, the policies provide sufficient framework in a climate where our
best employees can excel and we can address the deficiencies of those who cannot meet legi�mate job performance standards.

Working Environment

Lovello companies offers a wonderful and friendly environment in the office. The company has conducive and safe working

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 104

environment. The company’s intent is to establish a good rela�onship through a mutual understanding of expecta�ons. Lovello
believes in working in a team and demonstrate team spirit to maximize and excel in standard quality service to our valued
customers in the area of business. Employees work in an environment where they feel valued, responsible, and supported by the
authority as well as their colleagues. Lovello also takes preven�ve and safety measures to avoid all sorts of hazardous situa�ons
that might take place in some areas of technical func�ons. With the present status, the company aims to expand and grow at a
faster pace by u�lizing the best possible opportuni�es and expansion of network, distribu�on channels throughout the whole
country. This enormous task requires dedicated, devoted, and commi�ed manpower.

Safety at Work

We are commi�ed to promo�ng accident preven�on and providing safe places to work and conduct business for our employees,
clients and other visitors. We believe that integra�ng sound environment, health and safety prac�ces into our business has
mul�ple posi�ve effects, including contribu�ng to improving quality and produc�vity in the workplace and increasing employee
job sa�sfac�on.

Health, Safety and Environment

Lovello is a safe and a�rac�ve place to work. The main principle of this policy is that injury, discomfort in the job and work related
diseases, can be prevented. This can be achieved through systema�c work, awareness of dangers and common sense. Lovello
strives to maintain all the employees’ mo�vated and educated work force.

Health, safety and environment issues must have high priority and must also be managed by objec�ves. All concerned are
encouraged to reduce workplace hazards and implement new or improve exis�ng safety and health programs. It is an important
issue that all concerned employee and officials give great importance to HSE. The working environment has to be evaluated as a
company issue and all efforts should be given for a good working environment. If all demonstrates a coopera�ve a�tude and plays
their ac�ve role concerning HSE issues, then it is expected that Lovello will become an a�rac�ve place to work having a good
atmosphere and low injuries figures.

A good and safe working environment in the company will enable all employees to render a high level of services to customers and
ensure high produc�vity and efficiency.

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Annual Report-2021-22

DIVIDEND DISTRIBUTION POLICY

1.00 Introduc�on

The Dividend Distribu�on Policy is prepared and adopted in compliance with the provisions of the Direc�ve No.
BSEC/CMRRCD/2021-386/03 dated 14 January, 2021 of the Bangladesh Securi�es and Exchange Commission (BSEC) about
dividend declara�on, pay off, disbursement and compliance.

The Board of Directors (the Board) will consider the direc�ve while declaring/ recommending dividend on behalf of the Company.
The Policy is not an alterna�ve to the decision of the Board for declaring/recommending dividend, which takes into considera�on
all the relevant circumstances enumerated hereunder or other factors as may be decided by the Board.

2.00 Defini�ons

“the Act” means Companies Act 1994

“the Company” means Taufika Foods and Lovello Ice-cream PLC.
“AGM” means Annual General Mee�ng
“Board” means Board of Directors of Square Pharmaceu�cals Ltd.
“Shareholders” means Members whose name is registered in the Member Register of the Company.
“Shares” means Ordinary Equity Shares.

3.00 Concept of Dividend

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

4.00 Types of Dividend

The Act deals with two types of dividend - Interim and Final.

- Interim dividend is the dividend declared by the Board between two AGMs as and when considered appropriate. The Act
authorizes the Board to declare interim dividend during any financial year out of the profits for the financial year in which the
dividend is sought to be declared and/or out of the surplus in the profit and loss account.

- Final dividend is recommended for the financial year at the �me of approval of the annual financial statements as well as
appropria�on of profit. The Board shall have the power to recommend final dividend to the shareholders for their approval at
the AGM of the Company. Dividend recommended by the Board of Directors cannot be changed prior to holding of the AGM.

5.00 Declara�on of Dividend

Subject to the provisions of the Act, dividend shall be declared and paid out of:

a. Profits of the Company for the year for which the dividend is to be paid a�er se�ng off carried over previous losses and
deprecia�on not provided in the previous year(s);

b. Undistributed profits of the previous financial years a�er providing for deprecia�on in accordance with law and remaining
undistributed.

c. Out of a & b both.

Before declara�on of dividend, the Company may transfer a por�on of its profits to reserves of the Company as may be considered
appropriate by the Board at its discre�on.

In the event of inadequacy or absence of profits in any financial year, the Company may declare dividend out of free reserves
subject to the compliance with the Act and Rules.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 106

6.00 Factors Governing Declara�on of Dividend

The decision regarding dividend pay-out is a crucial decision as it determines the amount of profit to be distributed among the
shareholders and amount of profit to be retained in business.

The circumstance for dividend pay-out decision depends on various external and internal factors which the Board of Directors
shall consider while recommend/ declaring dividend including the following:

6.01 External Factors:

• The Board shall endeavor to retain a larger por�on of profits to build up reserves, in case of Adverse Economic Scenario.

• The Board shall evaluate the market trends in terms of technological changes manda�ng investments, compe��on impac�ng
profits, etc., which may require the Company to conserve resources.

• The Board shall consider the restric�ons, if any, imposed by the Act and other applicable laws with regard to declara�on of
dividend in order to ensure compliance with the applicable laws.

• Dividend distribu�on tax or any tax deduc�on at source as required by tax regula�ons, applicable at the �me of declara�on of
dividend may impact the decision with regard to dividend declara�on.
• Other factors beyond control of the Management like natural calami�es, fire, etc. effec�ng opera�ons of the Company
may impact the decision with regard to dividend declara�on.

6.02 Internal Factors:

• Profitability
• Availability and Liquidity of Funds
• Capital Expenditure needs for the exis�ng businesses
• Expansion/Moderniza�on of the business
• Addi�onal investments in subsidiaries/associates of the Company
• Cost of raising funds from alternate sources
• Cost of servicing outstanding debts
• Funds for mee�ng con�ngent liabili�es
• Mergers and Acquisi�ons
• Any other factor as deemed appropriate by the Board.

Apart from the above factors, the Board also considers past dividend history and sense of shareholders’ expecta�ons while
determining the rate of dividend. The Board may addi�onally recommend special dividend in special circumstances.

7.00 Financial Parameters for Declaring Dividend

The Company is commi�ed to deliver sustainable value to its stakeholders. The Company shall strive to distribute an op�mal and
appropriate level of the profits among the shareholders in the form of dividend.

To keep investment a�rac�ve and to ensure capital apprecia�on for the shareholders, the Company shall also endeavor to provide
consistent return over a period of �me. While deciding on the dividend, micro and macroeconomic parameters for the country in
general and the Company in par�cular shall also be considered.

Taking into considera�on the aforemen�oned factors, the Board shall endeavor to maintain a dividend pay-out.

8.00 U�liza�on of Retained Earnings

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

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Annual Report-2021-22

• Augmen�ng internal resources

• Funding for capital expenditure/expansion plans/acquisi�on;
• Repayment of debt
• Any other permi�ed use as may be decided by the Board.

9.00 Parameters for Various Classes of Shares

Currently, the Company has only one class of shares - Equity Shares. There is no privilege amongst Equity Shareholders of the
Company with respect to dividend distribu�on.

10.00 Circumstances Impac�ng Dividend Payment

The Company has been paying dividend to its shareholders around three decades and shall endeavor to con�nue with the
dividend payment.

Given here in below are some of the circumstances in which shareholders of the Company may or may not expect dividend
pay-out:

10.01 May Expect Dividend:

• Adequate profits and liquidity

• Accumulated profits not warranted for immediate business needs.

10.02 May Not Expect Dividend:

• Non availability of profits for dividend distribu�on

• Funds available for dividend but need to be conserved due to:

- Business needs;
- Adverse economic /market scenario expected in near future;
- Augmen�ng internal resources.

11.00 Disclosure

This Dividend Distribu�on Policy shall be disclosed in the Annual Report of the Company and
on the Company’s website: www.lovello.club

If the Company proposes to declare dividend on the basis of any addi�onal parameters apart from those men�oned in the Policy
or proposes to change the parameters contained in this Policy, it shall disclose such changes along with the ra�onale for the same
in the Annual Report and on the website.

12.00 Effec�ve Date

This Policy has been approved by the Board of Directors of the Company at its mee�ng held on 6th April, 2021 and shall be
effec�ve and applicable for dividend, if any, declared for the Financial Year 2020-21 onwards.

13.00 Review/Amendment

The Board may amend, abrogate, modify or revise any or all provisions of this Policy. However, amendments in the Act or in
the Lis�ng Regula�ons shall be binding even if not incorporated in this Policy.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 108

UNCLAIMED/UNSETTLED DIVIDEND

Summary of unclaimed/unse�led cash dividend for the FY 2020-21

Par�culars Amount

Dividend declared for the FY 2020-21 93,500,000

Dividend disbursement 87,991,382

Total Dividend lying with the Company 5,508,618

Par�culars Amount

Dividend Warrant Return 4,524,126

BEFTN Return 973,889

TBL to TBL Return 10,603

Total 5,508,618

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 109

Annual Report-2021-22

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 110

 FINANCIAL
STATEMENTS

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 111

Annual Report-2021-22

INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF

TAUFIKA FOODS AND LOVELLO ICE CREAM PLC.
Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Taufika Foods and Lovello Ice-Cream PLC which comprise the Statement of Financial
Posi�on as at 30 June 2022 and Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and
Statement of Cash Flows for the year then ended 30 June 2022, and notes to the financial statements, including a summary of
significant accoun�ng policies and other explanatory notes.

In our opinion, the accompanying financial statements of the Company give a true and fair view of the financial posi�on of the
Company as at 30 June 2022, and of its financial performance and its cash flows for the year then ended 30 June 2022 in
accordance with Interna�onal Financial Repor�ng Standards (IFRSs), the company Act 1994 and other applicable laws and
regula�ons.

Basis for Opinion

We conducted our audit in accordance with Interna�onal Standards on Audi�ng (ISAs). Our responsibili�es under those standards
are further described in the Auditor’s Responsibili�es for the Audit of the Financial Statements sec�on of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence and Other Ethical Responsibili�es

We are independent of the Company in accordance with the Interna�onal Ethics Standards Board for Accountants’ Code of Ethics
for Professional Accountants (IESBA Code), Bangladesh Securi�es and Exchange Commission (BSEC) and we have fulfilled our
other ethical responsibili�es in accordance with the IESBA Code and the Ins�tute of Chartered Accountants of Bangladesh (ICAB)
Bye Laws.

Key Audit Ma�ers

Key audit ma�ers are those ma�ers that, in our professional judgment, were of most significant in the audit of the financial
statement for 2022. These ma�ers were addressed in the context of the audit of the financial statement as a whole, and in
forming the auditor’s opinion thereon, and we do not provide a separate opinion on these ma�ers. For each ma�er below, our
descrip�on of how our audit addressed the ma�er in provided in that context.

We have fulfilled the responsibili�es described in the auditor’s responsibili�es for the audit of the financial statement sec�on of
our report, including in rela�on to those ma�ers.

Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risk of material
misstatement of the financial statement. The results of our audit procedures, including the procedures performed to address the
ma�ers below, provide the basis for our audit opinion on the accompanying financial statement.

Appropriateness of revenue recogni�on and disclosures.

At year end the Company reported total revenue of BDT 960,385,039. Revenue is measured net of discounts, VAT, incen�ves and
rebates earned by customers on the Company’s sales. Within a number of the Company’s markets, the es�ma�on of discounts,
incen�ves and rebates recognized based on sales made during the year is material and considered to be complex and judgmental.
Therefore, there is a risk of revenue being misstated as a result of faulty es�ma�ons over discounts, incen�ves, rebates. There is
also a risk that revenue may be overstated due to fraud through manipula�on of the discounts, incen�ves and rebates recognized
resul�ng from the pressure local management may feel to achieve performance.

How our audit addresses the key audit ma�er

We have tested the design and opera�ng effec�veness of key controls focusing on the following:
• Segrega�on of du�es in invoice crea�on and modifica�on
• Authoriza�on of credit terms and credit limits to customers
• Approval of Price list
• Calcula�on of discounts, incen�ves and rebates;
• Timing of revenue

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 112

Our substan�ve procedures in rela�on to the revenue recogni�on comprises the following:
• Performed substan�ve analy�cal procedure to calculated expected revenue booked.
• Obtaining suppor�ng documenta�on for sales transac�ons recorded either side of year end as well as credit notes issued a�er
the year end date to determine whether revenue was recognized in the correct period;
• Examine the sample sales transac�on with source documents including the credit limit, VAT, Credit notes etc.
• Performed cut off test to assure the completeness and accuracy of booking revenue in the repor�ng period and revenue has
been recognized as per policy.
• Cri�cally assessing manual journals posted to revenue to iden�fy unusual or irregular items; and
• Finally assessed the appropriateness and presenta�on of disclosures against relevant accoun�ng standards.

Inventory Valua�on

The company had inventory of BDT 364,927,361 at 30 June 2022, held in distribu�on centers, warehouses and numerous
branches, and across mul�ple product lines. Inventories are carried at the lower of cost and net realizable value. As a result, the
Directors apply judgement in determining the appropriate values for slow-moving or obsolete items.

How our audit addresses the key audit ma�er

We challenged the appropriateness of management’s assump�ons applied in calcula�ng the value of the inventory provisions by:
• Evalua�ng the design and implementa�on of key inventory controls opera�ng across the company, including those at a
sample of distribu�on centers, warehouses and branches;
• A�ending inventory counts and reconciling the count results to the inventory lis�ngs to test the completeness of data;
• Comparing the net realizable value, obtained through a detailed review of sales subsequent to the year-end, to the cost price
of a sample of inventories and comparison to the associated provision to assess whether inventory provisions are complete;
• Reviewing the historical accuracy of inventory provisioning, and the level of inventory write-offs during the year;

Long-term loan

At repor�ng date, the posi�on of Long-term Loan including current por�on outstanding was BDT 579,672,006 for the Company. In
other words, approximately 48.61% of total liabili�es are represented by loans for the Company Evidently, the Company is using
loan to operate the business and also, to acquire non-current assets. Loan, therefore, has been considered as key audit area.

How our audit addresses the key audit ma�er

We obtained an understanding, evaluated the design and tested the opera�onal effec�veness of the Company’s key controls over
the loans. Our audit procedures included, among others, the followings:
• Understanding and reviewing the nature or types of loans;
• Reviewing the board mee�ng minutes on arrangements of the loans;
• Obtaining the repayment schedules, loan statements and facility offer le�ers to review terms, debt covenants, interest rates
and other condi�ons associated with the loans;
• Recalcula�ng the interest related to loans;
• Finally, assessing the appropriateness and presenta�on of disclosures against relevant accoun�ng standards.

Our procedures above did not iden�fy any issues with regard to loans.

Informa�on Other than the Financial Statement and Auditors Report Thereon

Management is responsible for the other informa�on. The other informa�on comprises all of the informa�on in the annual report
other than the financial statements and our auditors’ report thereon. The Annual Report is expected to be made available to us
a�er the date of this auditor’s report.

Our opinion on the financial statements does not cover the other informa�on and we do not express any form of assurance
conclusion thereon.

In connec�on with our audit of the financial statements, our responsibility is to read the other informa�on iden�fied above when
it becomes available and, in doing so, consider whether the other informa�on is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 113

Annual Report-2021-22

Responsibili�es of Management and Those Charged with Governance for the Financial Statements and Internal Controls

Management is responsible for the prepara�on and fair presenta�on of the financial statements of the Company in accordance
with Interna�onal Financial Repor�ng Standards (IFRSs) and the company Act 1994 and other applicable laws and regula�ons for
such internal control as management determines is necessary to enable the prepara�on of financial statements that are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to con�nue as a going
concern, disclosing, as applicable, ma�ers related to going concern and using the going concern basis of accoun�ng unless
management either intends to liquidate the Company or to cease opera�ons, or has no realis�c alterna�ve but to do so.

Auditor’s Responsibili�es for the Audit of the Financial Statements

Our objec�ves are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skep�cism throughout
the audit. We also:

• Iden�fy and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detec�ng a material misstatement resul�ng from fraud is higher than for one resul�ng
from error, as fraud may involve collusion, forgery, inten�onal omissions, misrepresenta�ons, or the override of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances.

• Evaluate the appropriateness of accoun�ng policies used and the reasonableness of accoun�ng es�mates and related
disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accoun�ng and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or condi�ons that may cast significant doubt on
the Company’s ability to con�nue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw a�en�on in our auditor’s report to the related disclosures in financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or condi�ons may cause the Company to cease to con�nue as a going concern.

• Evaluate the overall presenta�on, structure and content of the financial statements, including the disclosures, and whether
the financial statements represent the underlying transac�ons and events in a manner that achieves fair presenta�on.

• Obtain sufficient appropriate audit evidence regarding the financial informa�on of the en��es or business ac�vi�es to
express an opinion on the financial statements. We are responsible for the direc�on, supervision and performance of the
audit. We remain solely responsible for our audit opinion.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all rela�onships and other ma�ers that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the ma�ers communicates with those charged with governess, we determine those ma�ers that were of most significance
in the audit of the financial statements of the current period and are therefore the key audit ma�ers. We describe these ma�ers
in our auditor report unless law or regula�on precludes public disclosure about the ma�er or when, in extremely rare
circumstances, we determine that a ma�er should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communica�on.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 114

Report on other Legal and Regulatory Requirements
In accordance with the Companies Act, 1994, the Securi�es and Exchange Rules 2020, we also report that:

(i) we have obtained all the informa�on and explana�ons which to the best of our knowledge and belief were necessary for the
purpose of our audit and made due verifica�on thereof;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our
examina�on of those books;

(iii) the statement of financial posi�on and statement of profit or loss and other comprehensive income together with the
annexed notes dealt with by the report are in agreement with the books of account and returns;

(iv) The Expenditure incurred was for the purpose of the company’s business.

Sd/-
Quazi Shafiqul Islam, FCA
Dated: Dhaka Enrolment No. 0165
October 23, 2022 Islam Quazi Shafique & Co.
DVC: 2210230165AS571529 Chartered Accountants

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 115

Annual Report-2021-22

Taufika Foods and Lovello Ice-Cream PLC

Statement of Financial Posi�on
As at 30 June 2022
Par�culars Notes Amount in Taka
30-Jun-2022 30-Jun-2021
ASSETS:

A. Non-current Assets 1,267,601,299 1,275,443,445

Property, Plant & Equipments 4.00 1,041,217,250 986,583,283
ROU Assets 4.01 212,247,197 240,328,113
Intangible Assets 5.00 633,610 839,720
Capital Work-in-progress 6.00 - 34,784,052
Investment 7.00 13,503,241 12,908,277

B. Current Assets 1,021,372,111 875,465,334

Inventories 8.00 364,927,361 299,734,955
Trade & Other Receivables 9.00 355,518,907 298,843,538
Inter-company Receivables 10.00 2,500,000 -
Advance, Deposits & Prepayments 11.00 173,060,217 103,735,987
Cash and Cash Equivalents 12.00 125,365,626 173,150,854

TOTAL ASSETS (A+B) 2,288,973,410 2,150,908,778

EQUITIES & LIABILITIES:

C. Shareholders' Equity 1,096,389,086 1,068,294,076

Share Capital 13.00 850,000,000 850,000,000
Retained Earnings 14.00 246,389,086 218,294,076

D. Non-current Liabili�es 746,779,741 680,293,494

Deferred Tax Liability 15.00 59,436,286 47,774,428
Long-term Loan 16.00 450,856,005 418,249,653
Lease Liability 17.00 236,487,451 214,269,413

E. Current Liabili�es 445,804,583 402,321,209

Current Por�on of Long-term Loan 16.00 128,816,001 119,499,901
Current Por�on of Lease Loan 17.00 86,673,649 78,530,644
Short-Term Loan 18.00 86,522,537 51,246,072
Trade & Other Payables 19.00 29,608,177 62,971,350
Liabili�es for Expenses 20.00 21,537,447 18,384,654
Provision for WPPF 21.00 7,759,281 5,672,354
Provision for Income Tax 22.00 79,378,873 66,016,234
Unclaimed Dividend 23.00 5,508,618 -

Total Equity & Liabili�es: 2,288,973,410 2,150,908,778

Net Asset Value Per Share 31.00 12.90 12.57

The accompanying notes form an integral part of this financial statements are to be read in conjunction therewith

Sd/- Sd/- Sd/- Sd/-

Company Secretary Chief Financial Officer Managing Director Chairman

Signed in terms of our separate report of even date annexed.

Dated: Dhaka Sd/-
October 23, 2022 Quazi Shafique Islam FCA
DVC: 2210230165AS571529 Enrolment No. 0165
Islam Quazi Shafique & Co.
Chartered Accountants

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 116

 Taufika Foods and Lovello Ice-Cream PLC
Statement of Profit or Loss and other Comprehensive Income
For the year ended 30 June 2022
Par�culars Notes Amount in Taka
2021-2022 2020-2021

Sales 24.00 960,385,039 850,801,390

Less: Cost of Goods Sold 25.00 557,319,210 494,909,633
Gross Profit 403,065,829 355,891,757

Opera�ng Expenses: 141,143,960 139,688,077

Administra�ve Expenses 26.00 17,101,509 16,231,797
Marke�ng Expenses 27.00 124,042,451 123,456,281

Opera�ng income 261,921,869 216,203,680

Financial Expenses 120,022,392 118,035,700

Finance cost 28.00 120,022,392 118,035,700

Profit before other income 141,899,478 98,167,980

Other Income 29.00 12,051,004 3,598,895

Net profit before WPPF 153,950,482 101,766,875

Provision for WPPF 21.00 7,330,975 4,846,042

Net Profit Before Tax 146,619,507 96,920,833

Income Tax Expense 25,024,497 1,912,957

Current Tax 22.00 13,362,639 18,794,777
Deferred Tax 15.00 11,661,858 (16,881,820)

Net Profit a�er Tax 121,595,010 95,007,875

Other Comprehensive Income

Total Comprehensive Income 121,595,010 95,007,875

Earnings per Share (Per value Tk. 10) 30.00 1.43 1.41

The accompanying notes form an integral part of this financial statements are to be read in conjunction therewith

Sd/- Sd/- Sd/- Sd/-

Company Secretary Chief Financial Officer Managing Director Chairman

Signed in terms of our separate report of even date annexed.

Dated: Dhaka Sd/-
October 23, 2022 Quazi Shafique Islam FCA
DVC: 2210230165AS571529 Enrolment No. 0165
Islam Quazi Shafique & Co.
Chartered Accountants

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 117

Annual Report-2021-22

Taufika Foods and Lovello Ice-Cream PLC

Statement of Changes in Equity
For the year ended 30 June 2022
Amount in Taka
Par�culars Share Capital Share Money Retained Earnings Total
Deposit

Balance as on July 01, 2021 850,000,000 - 218,294,076 1,068,294,076

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

For the year ended 30 June 2021

Amount in Taka
Par�culars Share Capital Share Money Retained Earnings Total
Deposit

Balance as on July 01, 2020 550,000,000 - 151,050,672 701,050,672

Share Capital 300,000,000 - 300,000,000
Net Income for the year - 95,007,875 95,007,875
Less: IPO Expenses - (27,764,472) (27,764,472)
Balance as on June 30, 2021 850,000,000 - 218,294,076 1,068,294,076

Sd/- Sd/- Sd/- Sd/-

Company Secretary Chief Financial Officer Managing Director Chairman

Signed in terms of our separate report of even date annexed.

Dated: Dhaka
October 23, 2022

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 118

 Taufika Foods and Lovello Ice-Cream PLC
Statement of Cash Flows
For the year ended 30 June 2021
Par�culars Notes Amount in Taka
2021-2022 2020-2021

A. Cash Flows from Opera�ng Ac�vi�es :

Cash Received from Customers 903,709,670 820,732,878
Cash Received from other Sources 12,051,004 3,598,895
Cash Paid to Suppliers and Creditors (675,418,200) (562,876,990)
Cash Paid for Opera�ng Expenses (46,159,701) (78,902,908)
Cash paid for Income Taxes (15,962,639) (10,777,994)
Net cash inflow/(ou�low) from opera�ng ac�vi�es 178,220,134 171,773,881

B. Cash flow from Inves�ng Ac�vi�es:

Acquisi�on of Property, Plant & Equipment (157,240,635) (177,431,751)
Increase Investment (594,965) (856,777)
Capital Work in Progress 34,784,052 (34,784,052)
Net cash inflow/ (ou�low) in Inves�ng Ac�vi�es (123,051,548) (213,072,580)

C. Cash flow from Financing Ac�vi�es:

Paid up capital - 300,000,000
Bank Loan 77,198,917 (72,089,615)
Lease Loan 30,361,042 -
Dividend Paid (87,991,382) -
Inter-Company Receivables (2,500,000) -
Financial Expenses (120,022,392) (118,035,700)
Net cash inflow/(ou�low) in financing ac�vi�es (102,953,814) 109,874,685

D. Increase (Decrease) in Cash and Cash Equivalent (A+B+C) (47,785,228) 68,575,987

E. Opening of Cash and Cash Equivalent 173,150,854 104,574,867
125,365,626 173,150,854
F. Ending Cash and Cash Equivalent (D+E)

Net Opera�ng Cash Flow Per Share (NOCFPS) 32.00 2.10 2.55

Sd/- Sd/- Sd/- Sd/-

Company Secretary Chief Financial Officer Managing Director Chairman

Signed in terms of our separate report of even date annexed.

Dated: Dhaka
October 23, 2022

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 119

Annual Report-2021-22

Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statement
As at and for the year ended 30 June 2022
1.00 Corporate History of the Repor�ng En�ty
1.01 Legal Status of the En�ty
Taufika Foods and Lovello Ice-Cream PLC, The Company (Former Taufika Foods and Agro Industries Limited ) was
incorporated in Bangladesh as a Private Limited Company under The Companies Act, 1994 vide Registra�on No.
C-94700/11 dated August 07, 2011.Subsequently, the Company was converted into a public limited Company dated 08
July 2019 and the company has been enlisted with DSE & CSE on February 02, 2021. And the company also change its
name Taufika Foods and Agro Industries Limited to Taufika Foods and Lovello Ice-Cream PLC on 20th june 2021.
The Company started its commercial opera�on on January 02, 2016. Its Corporate Head Office located at Plot-80,
Road-02, Banani, Dhaka-1213 and Factory is located at Bashil, Kathali, Valuka, Mymensingh.

1.02 Corporate Business

The Company is an Ice-cream manufacturer and supplier in Bangladesh.
2.00 Basis of prepara�on, presenta�on and disclosures of financial statements
2.01 Statement of Compliance
The financial statements have been prepared under historical cost conven�on on a going concern basis following accrual
basis of accoun�ng in accordance with the Interna�onal Accoun�ng Standards (IASs), Interna�onal Financial Repor�ng
Standards (IFRSs), The Companies Act 1994 and Securi�es and Exchange Rules 1987.
2.02 Regulatory Compliances
The financial statements of the company under repor�ng have been prepared in accordance with Generally Accepted
Accoun�ng Principles and Prac�ce in Bangladesh in compliance with The Companies Act 1994, The Securi�es and
Exchange Rules 1987, The Lis�ng Regula�ons of Dhaka Stock Exchange Ltd (DSE) & Chi�agong Stock Exchange Ltd. (CSE),
Interna�onal Accoun�ng Standards (IAS) as adopted by Financial Repor�ng Council (FRC), Interna�onal Financial
Repor�ng Standards (IFRS) as adopted by Financial Repor�ng Council (FRC) and other applicable rules and regula�ons.
2.03 Basis of measurement
These financial statements have been prepared under the ‘historical cost’ conven�on method.
2.04 Fundamental Accoun�ng Concepts/ Assump�on
The Financial Statements have been prepared based on Going Concern, Consistency and Accrual Concepts and such other
conven�on as required by IAS-1 for Fair Presenta�on of Financial Statements.
2.05 Other regulatory compliances
In addi�on, the Company is also required to comply with the following major legal provisions:
The Income Tax Ordinance, 1984
The Income Tax Rules, 1984
The Value Added Tax Act, 1991
The Value Added Tax Rules, 1991
The Value Added Tax (Amendment) Act, 2012
The Value Added Tax (Amendment) Rules, 2012
The Customs Act 1969
The Company Act 1994
The Bangladesh Labour Act 2006, and
Bangladesh Labour (Amendment) Act 2013

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 120

2.06 Presenta�on of Financial Statements
The presenta�on of these financial statements is in accordance with the guidelines provided by IAS 1 'Presenta�on of
Financial Statements'. The Financial Statement comprises
a) a statement of financial posi�on;
b) a statement of profit or loss and other comprehensive income;
c) a statement of changes in equity;
d) a statement of cash flows; and
e) notes, comprising a summary of significant accoun�ng policies and explanatory informa�on.
2.07 Prepara�on and Presenta�on of Financial Statements of the Company
The Board of Directors are responsible for preparing and presen�ng the financial statements including adequate
disclosures, who approved and authorized for issue of this financial statements.
2.08 Going Concern
The company has adequate resources to con�nue in opera�on for the foreseeable future. For this reasons the directors
con�nue to adopt going concern basis in preparing the financial statements. The current credit facili�es and resources of
the company provides sufficient fund to meet the present requirements of its exis�ng business.
2.09 Repor�ng Period
The period of the financial statements covers period from July 01, 2021 to June 30, 2022.
2.10 Provisions
In accordance with the guidelines as prescribed by IAS-37: Provisions, Con�ngent Liabili�es and Con�ngent Assets,
provisions are recognized in the following situa�ons:
a. when the company has an obliga�on ( legal or construc�ve) as a result of past events;
b. when it is probable that an ou�low of resources embodying economic benefits will be required to se�le the obliga�on;
and
c. reliable es�mates can be made of the amount of the obliga�on.
2.11 Events a�er the Repor�ng Period
In compliance with the requirements of IAS 10: Events A�er the Repor�ng Period, post statement of financial posi�on
events that provide addi�onal informa�on about the company's posi�on at the repor�ng date are reflected in the
financial statements and events a�er the repor�ng period there are adjus�ng events those are disclosed as follows:
i. VAT payables are se�led within July 28, 2022
ii. The company has been declared 12% cash dividend in this financial year (2021-2022)
2.12 Func�onal and Presenta�onal (Repor�ng) Currency
The financial statements are prepared and presented in Bangladesh Currency (Taka), Which is the company's func�onal
currency. All financial informa�on presented have been rounded off to the nearest Taka except where indicated
otherwise.
Figures in brackets indicated nega�ve balance.
2.13 Compara�ve Informa�on and Rearrangement Thereof
Compara�ve figures have been re-arranged wherever considered necessary to ensure be�er comparability with the
current period without causing any impact on the profit and value of assets and liabili�es as reported in the financial
statements.
2.14 Principal Accoun�ng Policies
The specific accoun�ng policies selected and applied by the company’s directors for significant transac�ons and events
that have material effect in prepara�on and presenta�on of financial statements within the framework of IAS-1
“Presenta�on of Financial Statements”, have been consistently applied throughout the year and were also consistent
with those used in earlier years.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 121

Annual Report-2021-22

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

IAS 1 Presenta�on of Financial Statements

IAS 2 Inventories
IAS 7 Statement of Cash Flows
IAS 8 Accoun�ng Policies, Changes in Accoun�ng Es�mates and Errors
IAS 10 Events A�er the Repor�ng Period
IAS 12 Income Taxes
IAS 16 Property, Plant & Equipment
IAS 19 Employees Benefits
IAS 23 Borrowing Costs
IAS 24 Related Party Disclosures
IAS 33 Earnings Per Share
IAS 37 Provisions, Con�ngent Liabili�es and Con�ngent Assets,
IAS 38 Intangible Assets
IFRS 01 First-�me Adop�on of Interna�onal Financial Repor�ng Standards
IFRS 07 Financial Instruments: Disclosures
IFRS 09 Financial Instruments
IFRS 13 Fair Value Measurement
IFRS 15 Revenue from Contracts with Customers
IFRS 16 Leases
3.00 Summary of Significant Accoun�ng Policies
For a proper understanding of the financial statements , these accoun�ng policies are set out below in one place as
prescribed by the IAS-1 "Presenta�on of Financial Statements". The recommenda�ons of IAS-1 rela�ng the format of
financial statements were also taken into full considera�on for fair presenta�on.
3.01 Property, Plant & Equipment (PPE)
i) Recogni�on of Property, Plant & Equipment
These are capitalized at cost of acquisi�on and revalued amount and subsequently stated at cost less accumulated
deprecia�on. The cost of acquisi�on comprises of purchase price, including import du�es and non-refundable Taxes and
any directly a�ributable cost of bringing the assets to its working condi�on for its intended use. Expenditure incurred
a�er the assets have been put into opera�on, such as repairs and maintenance is normally charged off as revenue
expenditure in the period in which it is incurred. In situa�on where it can be clearly demonstrated that the expenditure
has resulted in an increase in the future economic benefit expected to be obtained from the use of the PPE, the
expenditure is capitalized as an addi�onal cost of the PPE.
On re�rement or otherwise disposal of PPE, the cost and accumulated deprecia�on are eliminated and any gain or loss
on such disposal is reflected in the income statement which is determined with reference to the net book value of PPE
and the net sales proceeds.
ii) Deprecia�on
Deprecia�on on all PPE other than Land & Land development has been charged when the PPE was available for use and
is computed using the Reducing balance method so as to write off the assets over their expected useful life. Office space
is depreciated as per lease contract.
A�er considering the useful life of PPE as per IAS-16, the annual deprecia�on rates have been applied as under which is
considered reasonable by the management.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 122

 Par�culars 30 June, 2022 30 June, 2021
Land & Land Development 0% 0%
Building & Civil Works 5% 5%
Plant and Machinery 10% 10%
Furniture and Fixtures 10% 10%
Freezer 10% 10%
Office Equipment 10% 10%
Motor Vehicles 20% 20%
Office Space 20% 20%
Computer So�ware 50% 50%

3.02 Capital Work-in-progress

Capital work-in-progress represents the cost incurred for acquisi�on and/or construc�on of property, plant and
equipment that were not ready for use at the end of the period 30 June 2022 and these are stated at cost.
3.03 Impairment of assets
All Fixed assets have been reviewed and it was confrimed that no such fixed assets have been imparied during the year
and for this reasons, no provision has been made for impairment of assets.
3.04 Revenue Recogni�on
As per IFRS-15 “Revenue from Contracts with Customers”, Revenue is too recognized when it is probable that the
economic benefits associated with the transac�on will flow to the organiza�on and the amount of revenue can be
measured reliably. The Company recognizes revenue at the point of raising invoices to the customers/clients. Turnover
is shown net of return and discount. Sales revenue is recognized on accrual basis as and when goods are delivered.
Other Income
All other income is recognized when the Company’s right to receive such income has been reasonably determined and
all condi�ons precedent is sa�sfied.
3.05 Long Term Loan
Long Term loans are non-current liabili�es arising from loans taken from different banks which are not repayable within
one year.
3.06 Short term loan and bank overdra�
Short term loans are current liabili�es arising from loans taken from different banks which are repayable within one year.
Bank overdra�s are repayable on demand which were taken to meet up the working capital rquirement.
3.07 Liability for expenses
Liabili�es are recognized for amounts to be paid in future for goods and services, whether or not billed by the suppliers.
3.08 Advances, deposits and pre-payments
Advances, Deposits & Pre-payments are unsecured but considered good.
i) Advances
Advances are ini�ally measured at cost. A�er ini�al recogni�on, advances are carried at cost less deduc�ons,
adjustments or changes to other accounts heads.
ii) Deposits
Deposits are measured at payment value.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 123

Annual Report-2021-22

iii) Prepayments
Prepayments are ini�ally measured at cost. A�er ini�al recogni�on, prepayments are carried at cost less charge to profit
and loss accounts.
3.09 Inventories
Inventories comprise Raw Materials, Packaging Material, Finished Goods and Work in process. They are stated at the
lower of cost or net realizable value in accordance with IAS 2 “Inventories” a�er making due allowance for any obsolete
or slow moving item. The costs of inventories are assigned by using weighted average cost method. Net realizable value
of Work in Process is determined a�er deduc�ng the es�mated cost of comple�on and es�mated cost necessary to make
the sale from es�mated selling price.
3.10 Basis of valua�on of inventories

Category Basis of Valua�on

Finished products and work-in-process At the lower of cost and net realizable value. The cost includes
alloca�on of produc�on overheads that relate to bringing the
inventories to their present condi�on and loca�on.

Raw and packaging materials At the lower of cost and net realizable value.

Goods in transit At cost including related charges.

3.11 Finance Costs:

Finance costs comprise interest expense on bank loan and other borrowings and are recognized in the income statement
using effec�ve interest method.
3.12 Finance Income:
Finance income comprise of interest income receivable from FDR from Trust Bank Ltd. and Shimanto Bank Ltd. And also
interest received from bank current accounts.
3.13 Employees' benefit schemes
i) Defined contribu�on fund (Provident fund)
The Company maintains an equal contributory recognized provident fund @10% for its eligible permanent employees.
The provident fund is being considered as defined contribu�on plan being managed by a separate Board of Trustees.
ii) Workers' profit par�cipa�on and welfare fund
The Company recognizes a provision for workers' profit par�cipa�on and welfare fund (WPPF) @ 5% of income before tax
and it has been managing, disbursing and inves�ng as per provisions of the Bangladesh Labour (Amendment) Act, 2013.
The Company is making the payment within nine months at the end of the relevant financial year. 80% of the Fund is
being paid to eligible employees, 10% to Government Workers Welfare Founda�on and remaining 10% to Taufika Foods
and Lovello Ice-Cream PLC Employees Welfare Fund as per provision of Bangladesh Labour (Amendment) Act, 2013.
iii) Group insurance scheme
The Company operates a group insurance scheme for its permanent employees as per provision of the Bangladesh Labor
(Amendment) Act, 2013. The permanent employees include full �me permanent employees and workers of the
Company. Payment in this regard has been accounted for in the accompanying financial statements
3.14 Statement of Cash flows
Cash Flow Statement is prepared in accordance with IAS-7: Statement of Cash Flows under Direct Method as prescribed
by Bangladesh Securi�es and Exchange (BSEC) rule 1987

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 124

3.15 Cash and Cash Equivalents
Cash and cash equivalents consist of bank balances, cash in hand and cash equivalents like demand dra�, pay orders etc
in hand that are readily conver�ble to known amounts of cash and which are subject to an insignificant risk of changes in
value.
3.16 Trade receivables
Trade receivables are recognized and stated at original invoiced amounts and carried at an�cipated realizable values. Bad
debts are wri�en off when it is established that they are irrecoverable. No bad debt incurred in the period.
3.17 Trade payables
Trade payables are stated at cost which approximates the fair value of the considera�on to be paid for goods and services
received.
3.18 Provisions
All provision is recognized on the balance sheet date if, as a result of a past event. The company has a present legal or
construc�ve obliga�on that can be es�mated reliably, and it is probable that an ou�low of economic benefit will be
required to se�le the obliga�on.
3.19 Borrowing Costs
Financial Expenses (Borrowing Costs) incurred during the year was recognized as revenue expenses in accordance with
IAS-23 "Borrowing Costs". No borrowing cost incurred during the period.
3.20 Income Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to
the extent that it relates to items recognised other comprehensive income or directly in equity. In this case, the tax is
recognised in other comprehensive income or directly in equity, respec�vely.
i) Current Tax
Necessary provision for tax has been made as per Income Tax Ordinance 1984. Current tax is the expected tax payable on
the taxable income for the financial year, using tax rates enacted or subsequently enacted a�er the repor�ng date and
any adjustment to tax payable in respect of previous years. Provision for taxa�on is calculated on the basis of applicable
current tax rate and incompliance with Finance Act on the accoun�ng profit made by the company as per ITO 1984 in
compliance with IAS-12 "Income Taxes".
ii) Deferred Tax
Deferred Tax assets and liabili�es are measured using tax rates and tax laws that have been enacted or subsequently
enacted at the balance sheet date. The impact on the account of changes in the deferred tax assets and liabili�es for the
year ended June 30, 2022 has been recognized in the statement of Profit or Loss and other comprehensive income as per
IAS-12 "Income Taxes".
3.21 Con�ngent Liabili�es and Assets
Con�ngent liabili�es are current or possible obliga�ons, arising from past events and whose existence is due to the
occurrence or non- occurrence of one or more uncertain future events, which are not within the control of the company.
In accordance with IAS 37 provisions, con�ngent liabili�es and con�ngent assets, there were no con�ngent liabili�es and
assets.
i. the company has transferred to the buyer the significant risks and rewards of ownership of the goods;
ii. the company retains neither con�nuing managerial involvement to the degree usually associated with ownership nor
effec�ve control over the goods sold;
iii. the amount of revenue can be measured reliably;
iv. it is probable that the economic benefits associated with the transac�on will flow to the company; and
v. the cost incurred or to be incurred in respect of the transac�on can be measured reliably.

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Annual Report-2021-22

3.22 VAT
The Company's net sales is considered with 15% applicable VAT and 5% supplementary duty.
3.23 Statement of Changes in Equity
Statement of changes in equity is prepared in accordance with IAS-1 “Presenta�on of Financial Statements". This
statement reflects informa�on about the increase or decrease in net assets or wealth.
3.24 Related party disclosures
The Company carried out a number of transac�ons with related par�es in the normal course of business and on an arms’
length basis. The informa�on as required by IAS-24: "Related Party Disclosures" has been disclosed in a separate note to
the financial statements.
3.25 Materiality and aggrega�on
Each material class of similar items is presented separately in the financial statements. Items of dissimilar nature or
func�on are presented separately unless they are immaterial.
3.26 Segment informa�on
The Company is primarily engaged in the manufacturing and selling of similar type of products. The Company's business
is not organized in such a way which may iden�fy different products/ geographical components structurally. Hence
segmenta�on within a wide por�olio of products/ geographical loca�on is not a part of the regular internally reported
financial informa�on to the opera�ng decision makers. Therefore, it is not possible to segment the Company's results by
products/ geographic loca�on which might involve a high degree of es�ma�on.
3.27 Earnings per Share
This has been calculated in compliance with the requirments of IAS 33: "Earnings Per share" by dividing the basic earings
by the number of ordinary shares outstandings during the year.
3.28 Basic Earning
This represents earnings for the year a�ributable to ordinary shareholders. As there was no preference dividend, minorty
interest or extra ordinary items, the net profit a�er tax has been considered as fully a�ributable to the ordinary
shareholders.
3.29 Changes in significant accoun�ng policies - IFRS 16 Leases
IFRS 16 Leases
Nature and effect of Changes
Previously, LOVELLO determined at contract incep�on whether an arrangement is or contains a lease under IFRIC 4.
Under IFRS 16, LOVELLO assesses whether a contract is or contains a lease based on the defini�on of a lease.
On transi�on to IFRS 16, LOVELLO evaluated all types of contracts to assess whether a contract is or contains, a lease at
the date of ini�al applica�on.
As a Lessee
As a lessee, LOVELLO previously classified leases as opera�ng or finance leases based on its assessment of whether the
lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to LOVELLO.
Under IFRS 16, LOVELLO recognises right-of-use assets and lease liabili�es for all leases.

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
4.00 Property, Plant & Equipment

At Cost:
Opening Balance 1,377,424,500 1,200,619,949
Addi�on During the Year 156,955,635 176,804,551
Closing balance 1,534,380,136 1,377,424,500
Accumulated Deprecia�on:
Opening Balance 390,841,217 296,327,876
Addi�on During the Year 102,321,668 94,513,342
Closing Balance 493,162,885 390,841,217
Wri�en Down Value 1,041,217,250 986,583,283
(Details of Property, Plant & Equipment are provided in the Annexure-A)

4.01 ROU Assets

At Cost:

Opening Balance 407,384,234 407,384,234

Addi�on During the Year -
Closing balance 407,384,234 407,384,234

Accumulated Deprecia�on:

Opening Balance 167,056,121 135,401,609

Addi�on During the Year 28,080,916 31,654,512
Closing Balance 195,137,037 167,056,121

Wri�en Down Value 212,247,197 240,328,113

(Details of Property, Plant & Equipment are provided in the Annexure-A)

5.00 Intangible Assets

At Cost:
Opening Balance 3,323,633 2,696,433
Addi�on During the Year 285,000 627,200

Closing Balance 3,608,633 3,323,633

Accumulated Deprecia�on:
Opening Balance 2,483,913 1,957,793
Addi�on During the Year 491,110 526,120

Closing Balance 2,975,023 2,483,913

Wri�en Down Value 633,610 839,720

(Details Intangible Assets are provided in the Annexure-A)

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
6.00 Capital Work in Progress
Storage Box - 9,146,752
Plant & Machinery - 25,637,300
- 34,784,052

7.00 Investment
FDR Investment 7.01 13,503,241 12,908,277
13,503,241 12,908,277

7.01 FDR Investment

Name of Bank FDR No.
Trust Bank 0022-0330059006 11,264,502 10,747,500
Shimanto Bank 1001-343000092 2,238,739 2,160,777
13,503,241 12,908,277

8.00 Inventories
Raw Materials 125,733,318 184,056,096
Work in Progress 17,019,365 17,619,365
Finished Goods 222,174,678 98,059,494
364,927,361 299,734,955

At the end of the year physical verifica�on of Inventories were carried out.

9.00 Trade & Other Receivables

Trade Receivables 9.01 355,518,907 298,843,538

355,518,907 298,843,538

9.01 Trade Receivables

Bogra Territory 20,136,953 19,742,376

Khulna Territory 19,852,849 14,702,821
Barisal Territory 19,689,045 14,997,432
Rangpur Territory 19,690,385 19,875,438
Chi�agong Territory 24,846,671 24,334,369
Cumilla Territory 24,937,919 24,683,450
U�ara Territory 25,799,404 25,543,740
Rampura Territory 32,608,095 31,956,859
Jatrabari Territory 24,889,638 19,515,968
Sylhet Territory 19,821,612 18,730,134
Faridpur Territory 19,663,183 15,049,649
Bosilla Territory 29,243,477 29,541,880
Cox's Bazar Territory 19,433,477 15,406,385
Noaykhali Territory 16,171,406 8,032,752
Jessore Territory 15,246,715 8,313,788
Mymensingh Territory 17,459,446 8,416,497
Rajshahi Territory 6,028,632 -
355,518,907 298,843,538

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
Ageing of Trade receivables
Due for 3 months 220,421,722 185,282,993
Due for 3 to 6 months 117,321,239 98,618,367
Due for above 6 months 17,775,945 14,942,177
355,518,907 298,843,538

Full informa�on as per requirements of the Para 4 Part I, schedule XI, of the Companies Act, 1994 regarding Trade receivables as
on June 30, 2022 are as follows:

Sl. Par�culars 30 June, 2022 30 June, 2021

i. Receivables considered good in respect of which the company is fully secured.
Receivables considered good in respect of which the company holds no security 355,518,907 298,843,538
ii. other than the debtor personal security.

iii. Receivable considered doub�ul or bad.

Accounts Receivable due by any director or other officer of the company or any
iv. of them either severally or jointly with any other person or debts due firm or
private companies respec�vely in which any director is a partner or a director or
a member to be separately stated.
Receivables due by companies under the same management to be disclosed
v. with the names of the companies;

vi. The maximum amount of receivable due by any director or other officer of the
company at any �me during the year to be shown by way of a note.

i) Debt considered good and in respect of which the company can realize it fully.
ii) Debts considered good for which the company holds no security other than the debtors personal security
iii) Management considered the trade receivables are collec�ble and thus no provision had been made.
iv) There is no such trade receivables due by or to director or other officers of the company.

10.00 Inter-company Receivables

2,500,000 -
2,500,000 -

This represent temporary advance and short term in nature, and repayable on demand.. Management has obtained confirma�on
from the aforesaid en��es and assessed recoverability, upon which sa�sfied that all these balances are recoverable in full.

11.00 Advance, Deposits & Pre-payments

Advance 11.01 149,835,592 62,584,422
Deposit 11.02 19,501,835 38,508,579
Pre-payments 11.03 3,722,791 2,642,986
173,060,217 103,735,987

11.01 Advance 118,299,036 64,937,444

AIT & Source Tax 11.01.01 54,761,182 38,798,543
Advance to BSTI & Halal Sonod 1,933,446 -
Advance for Office Rent 1,150,000 1,150,000
Advance to Supplier 91,444,115 22,635,879
Advance for Lis�ng Fees 546,849 -
149,835,592 62,584,422
11.02 Deposit
L/C margin 11.02.01 19,501,835 38,508,579
19,501,835 38,508,579

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
11.03 Pre-payments
Karnahuli Insurance Co. Ltd. 3,530,251 2,487,164
Metlife Insurance Co. Ltd. 192,540 155,822
3,722,791 2,642,986
11.01.01 AIT & Source Tax
Opening Balance 38,798,543 28,020,549
Addi�on During the Year 15,962,639 10,777,994
54,761,182 38,798,543
Adjustment During the Year -
Closing Balance 54,761,182 38,798,543

11.02.01 L/C margin

Opening Balance 38,508,579 19,882,424
Addi�on during the year 19,501,835 38,508,579
Net Adjustment During the Year (38,508,579) (19,882,424)
Closing Balance 19,501,835 38,508,579

11.04 Disclosure as per Schedule-XI, Part -I, of The Companies Act, 1994

Advance, deposits & prepayments considered good & secured 173,060,217 103,735,987

Advance, deposit & prepayments considered Good without security

Advance, deposit & prepayments considered doub�ul & bad

Advance, deposit & prepayments due by directors or other officers & staffs

Advance, deposit & prepayments due from companies under same

management

Maximum advance due by directors or officers & staffs at any �me

Total 173,060,217 103,735,987

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
12.00 Cash and Cash Equivalents
Cash in Hand 12.01 66,312,921 19,987,598
Cash at Bank 12.02 59,052,705 153,163,256
125,365,626 173,150,854

12.01 Cash in Hand

Factory Office 110,000 5,972,533
Corporate Office 5,080,819 4,295,599
Depot Office 61,122,102 9,719,466
66,312,921 19,987,598

12.02 Cash at Bank

Trust Bank Ltd CD 0022-0210012550 101,402 78,278
Pubali Bank Ltd CD 0565901028140 17,680 891,577
Premier Bank ltd CD 010411100078610 15,394 881,819
Prime Bank Ltd CD 2132113001637 6,460 477,246
Brac Bank Ltd CD 1507203439665001 1,384,900 51,544
Islami Bank Ltd CD 20501770100435601 123,062 1,477,778
Dutch Bangla Bank Ltd CD 1031100033118 583,502 102,272
Union Bank Ltd CD 0291010001239 41,338 49,603
Mercan�le Bank Ltd CD 111311118966001 4,298 692,676
UCBL CD 541101000005430 6,974 504,370
NRB Bank CD 1022070063031 - 550,980
Shimanto Bank Limited CD 1001241000258 - 66,461,687
City Bank Ltd CD 1402538242001 47,234 47,234
AB Bank Ltd SND 4033-761383-430 17,198 564,935
Shimanto Bank Limited SND 1001441001020 - 198,162
Trust Bank Ltd SND 0022-0320000775 47,453,191 78,051,906
Na�onal Bank Limited CD 1106003604218 150,932 789,200
Dutch Bangla Bank Ltd CD 2811100002179 143,721 1,132,311
Shimanto Bank Limited SND 1003441000029 - 63,898
Shimanto Bank Limited CD 1001241001122 18,190 95,781
NRB Bank CD 1022010104230 3,378,762 -
Shimanto Bank Limited CD 1005241000030 28,555 -
Shimanto Bank Limited SND 1005441000036 13,697 -
Trust Bank Ltd CD 7022-0212003722 9,371 -
Trust Bank Ltd SND 0022-0320000962 5,506,845
59,052,705 153,163,256

All bank balances are reconciled with bank statements and bank book and reconciled balance extracted here.

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
13.00 Share Capital

13.01 Authorized Capital

(100,000,000 Ordinary shares of Tk.10 each) 1,000,000,000 1,000,000,000

13.02 Issued, Subscribed and Paid-up

85,000,000 shares of Tk.10 each 850,000,000 850,000,000
Shareholding Posi�on is as follows:

Percentage of Shareholdings Percentage of Shareholdings

Sl. Name of shareholders
No. 2021-22 2020-21 2021-22 2020-21

1 Dato’ Engr. Md. Ekramul Haque 35.29% 38.82% 30,000,000 33,000,000

2 Da�n’ Shamima Nargis Haque 3.41% 3.41% 2,900,000 2,900,000
3 Muhsinina Sharika Ekram 3.53% 0.00% 3,000,000
4 Taufika Engeeneering Limited 14.24% 13.59% 12,100,964 11,550,000
5 Muhsinina Taufika Ekram 2.41% 2.41% 2,050,000 2,050,000
6 Abu Taher Muhammed Amanullah 1.18% 1.18% 1,000,000 1,000,000
7 Md. Abdus Sultan 0.85% 0.85% 725,000 725,000
8 Zakir Hossain 0.12% 0.12% 100,000 100,000
9 Kazi Amdadul Haque 1.25% 1.25% 1,060,000 1,060,000
10 Rizvi Kaiser 0.01% 0.01% 10,000 10,000
11 Md. Saiful Islam Helaly 1.23% 1.23% 1,045,000 1,045,000
12 Md. Mizanur Rahman 0.01% 0.01% 5,000 5,000
13 Tahmina Chowdhury 0.24% 0.24% 205,000 205,000
14 Masuma Khatun 0.30% 0.30% 255,000 255,000
15 Hosne Ara Begum 1.29% 1.29% 1,095,000 1,095,000
16 Ini�al Public Offering 34.65% 35.29% 29,449,036 30,000,000
Total 100% 100% 85,000,000 85,000,000

14.00 Retained Earnings

Opening Balance 218,294,076 151,050,672
Add: Profit During the Period 121,595,010 95,007,875
Less: Dividend for FY 2020-21 (93,500,000) -
Less: Adjustment for IPO Expenses - (27,764,472)
Closing Balance 246,389,086 218,294,076

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
15.00 Deferred Tax Liability

Opening Balance 47,774,428 64,656,247

Add: During the Year 11,661,858 (16,881,820)
Closing Balance 59,436,286 47,774,428

As on 30 June 2022
WDV as per Accounts 1,169,736,567 1,227,751,116
WDV as per 3rd Schedule 872,555,140 1,015,420,327
Temporary Difference 297,181,428 212,330,789

Applicable Tax Rate 20.00% 22.50%

Deferred Tax Liability 59,436,286 47,774,428

Deferred Tax Liability 59,436,286 47,774,428

16.00 Long -term Loan

Long-term Loan from Shimanto Bank Limited 16.01 579,672,006 537,749,554

579,672,006 537,749,554
Current Por�on Classifica�on
Due within one year 128,816,001 119,499,901
Due a�er one year 450,856,005 418,249,653
579,672,006 537,749,554

16.01 Long-term Loan from Shimanto Bank Limited

1001741000052 13,331,747 14,443,760
1001741000061 1,912,446 1,977,896
1001741000070 2,449,882 2,542,051
1001741000089 5,079,687 5,275,724
1001741000098 1,701,629 1,765,131
1001741000105 1,498,507 1,554,265
1001741000114 15,118,581 15,418,596
1001741000123 14,016,584 14,233,704
1001741000141 4,726,936 4,800,191
1001741000150 5,317,421 5,287,153
1001741000187 514,518,586 470,451,085
579,672,006 537,749,554

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
Nature of Security of Loans:
Par�culars Details
Name of Bank & Financial Ins�tute Shimanto Bank Limited
Type of Facility Long Term Loan
Limit BDT TK 69.50 Crore
Repayment Monthly
Interest Rate 9% p.a with monthly rest or as revised from �me to �me by SMBL
Period of Loan 60 months
Expiry Date 5 Years from the the date of 1st disbursement.
Renewal Status Renewed
Securi�es i. Joint Registra�on and comprehensive insurance of vehicles
ii. Postdated Cheque covering each EMI
Purpose To purchase glass top deep freezer, storage box for cold room, pick up, Refrigerated
van, auto vehicles, office car, motorcycle etc

17.00 Lease Liability

Lease Loan from Lankabangla 17.01 318,202,609 285,671,418
Office Space 17.02 4,958,491 7,128,640
323,161,100 292,800,058
Current Por�on Classifica�on
Due within one year 86,673,649 78,530,644
Due a�er one year 236,487,451 214,269,413
323,161,100 292,800,058

17.01 Lease Loan from Lankabangla

0013 71400000025 15,690,226 14,314,163
0013 71400000026 37,750,375 34,461,537
0011 71400000131 150,834,025 137,660,648
0011 72200000070 113,927,983 99,235,070
318,202,609 285,671,418
Nature of Security of Loans:
Par�culars Details
Name of Bank & Financial Ins�tute Lanka Bangla Finance Limited
Type of Facility Lease Finance
Limit BDT 316,200,725
Repayment Quarterly
Interest Rate 14.00%
Period of Loan 60 months
Expiry Date June, 2026
Renewal Status Renewal
i. Subsequent Charges/Hypothe�ca�on on all the Fixed Assets of TFAIL
Securi�es ii. Ownership of Leased Assets
iii. Personal Guarantee of Directors
iv. Corporate Guarantee of Taufika Engineering Limited (TEL)
Purpose To procure Glass Top Deep Freezer and Try Cycle, Ref. Van & Cold Store

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
17.02 Lease Liability (Office Space)
Office Space 7,128,640 9,054,537
Less: Adjustment for IFRS 16 for Current year (2,170,149) (1,925,897)
4,958,491 7,128,640
Current Por�on Classifica�on
Due within one year 2,445,378 2,170,149
Due a�er one year 2,513,113 4,958,491
4,958,491 7,128,640

18.00 Short-term Loan

Short-term Loan Trust Bank 18.01 86,522,537 51,246,072
86,522,537 51,246,072

These loans are taken to finance import materials value and L/C related expenses. The average tenure of these facili�es are
normally 06 months with renewal op�on. The rate of interest/profit against these facili�es is 9%.

18.01 Short-term Loan Trust Bank

Loan Against Trust Receipt (LTR) 55,868,387 40,878,988

Overdra� (Working Capital) 30,654,150 10,367,084
86,522,537 51,246,072

19.00 Trade & Other Payables

Trade Payables 19.01 10,063,146 11,893,177

Others Payables 19.02 19,545,031 51,078,172
29,608,177 62,971,350

19.01 Trade Payables

Siam Chemical 424,156 719,997

Noorani Agro & Food Complex Ltd - 949,058
Jahanara Plas�c Product - 291,495
Emkay Enterprise 193,291 130,420
Mais Industries Ltd - 395,910
PremiaFlex Plas�c Ltd 840,890 840,890
Interna�onal Television Channel LTD. 1,615,541 1,463,579
Maasranga Communica�ons Ltd. 7,200 7,200
MMX adver�sing communica�on 421,684 148,239
RTR Traders 4,758,246 5,378,856
Opus Sign 1,464,207 1,109,308
Rivers Sign 337,932 458,227
10,063,146 11,893,177

This represents amount payable to suppliers of raw materials, packing materials and finished goods. All suppliers were paid on a
regular basis.

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
Ageing of Trade Payables
Due for 3 months 8,553,674 10,109,201
Due for 3 to 6 months 1,006,315 1,189,318
Due for above 6 months 503,157 594,659
10,063,146 11,893,177

19.02 Others Payables

Payable for PPE 7,718,798 7,876,325

VAT payable 11,826,233 43,201,848
19,545,031 51,078,172

20.00 Liabili�es for Expenses

Audit Fees 240,000 230,000

Electricity Bill Payable 5,960,735 4,724,479
Salary & Wages Payable 5,836,310 4,955,112
Payable for PF 9,350,402 8,325,063
Remunera�on Payable 150,000 150,000
21,537,447 18,384,654

All these payables are temporary in nature and repayable in demand. No interest/profit is charged for these payables. Its
derived from taking different types of service.

21.00 Provision for WPPF :

Opening Balance 5,672,354 8,775,549

Add: Addi�on During the year 7,330,975 4,846,042
13,003,329 13,621,591
Less: Paid During the year (5,244,048) (7,949,237)
Closing Balance 7,759,281 5,672,354

The management of Taufika Foods and Lovello Ice-Cream PLC have already taken all neccesary steps to maintain compliance
and they take decision to deposit all amounts within one year.

22.00 Provision for Income Tax

Opening Balance 66,016,234 47,221,457

Current Year Provision 13,362,639 18,794,777
Total Current Year Provision 13,362,639 18,794,777
79,378,873 66,016,234
Adjustment During the year - -
Closing Balance 79,378,873 66,016,234

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
Tax Computa�on
Business Income 134,568,502 93,321,938
Other Income 12,051,004 3,598,895
Total Income 146,619,507 96,920,833
Acc. Dep 130,893,694 126,693,974
Tax Dep 215,744,333 140,082,464
Total Taxable Income 61,768,868 83,532,343
Applicable tax Rate 20.00% 22.50%
Current Year Tax 12,353,774 18,794,777

Minimum TAX 0.60% on Gross receipt 5,834,616 5,133,885

5,834,616 5,133,885

Advance Income Tax considered for minimum TAX

13,362,639 10,777,994
13,362,639 10,777,994

23.00 Unclaimed Dividend

Dividend for the FY 2020-21 93,500,000 -
Disbursement (87,991,382) -
Closing Balance 5,508,618 -

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
24.00 Sales

Gross Sales 1,159,664,935 1,027,342,679

Less: (SD+VAT) 199,279,896 176,541,289
Net Sales 960,385,039 850,801,390

Quan�ty wise Sales Informa�on:

Item 2021-22 2020-21

Lolly (All Kinds) 62 Ml Ice Cream 9,673,811 8,569,992
Chocobar 72 Ml 81,507,743 72,207,394
Hidden Heart Single 50 Ml 127,289,901 112,765,631
Cruncy Bar Mega 82 Ml 7,330,684 6,494,224
Cruncy Bar Mini 52 Ml 33,596,220 29,762,761
Sheel & Core 62 Ml 4,369,707 3,871,106
Malai Ice Cream 55 Ml 12,036,352 10,662,958
Cup Regular 100 Ml (All Flav.) 140,259,303 124,255,174
Cup Regular 50 Ml (All Flav.) 5,144,536 4,557,525
1 Ltr. Container Ice Cream 43,324,384 38,380,904
750 Ml Container Ice Cream 2,392,404 2,119,421
500 Ml Container Ice Cream 52,040,828 46,102,768
250 Ml Container Ice Cream 40,593,165 35,961,328
Hazel Beats 80 Ml Ice Cream 4,489,273 3,977,029
Toffe Beats 80 Ml Ice Cream 3,692,468 3,271,143
Chocoblast 100ML 8,634,260 7,649,057
Cone Maxi 121 Ml (All Flav.) 131,865,534 116,819,166
Cone Mini 72 Ml (All Flav.) 135,220,835 119,791,615
Round Shape Cake 1 Ltr. 1,434,040 1,270,410
Heart Shape Cake 1.5 Ltd. 288,631 255,697
Swirly Sundae 100 Ml 3,868,542 3,427,127
Kulfi 50 Ml Ice Cream 80,725,330 71,514,258
Double Sundy 1 Ltr. Ice Cream 9,878,156 8,751,020
Shahi Khajur Malai 3,165,474 2,804,281
Bulk Liter 9 per 1 Ltr 2,372,375 2,101,678
Lovello Swing Ball 100 ML Ice Cream 5,839,155 5,172,885
Lovello Ambrisia 1 Ltr. Ice Cream 249,747 221,250
Lovello Doi, Kheer Premium 1 Ltr Ice Cream 2,864,539 2,537,684
Lovello Shahi Shondesh, Black Forest Premium 1 Ltr. 797,754 706,727
Lovello Double Sundy Premium 500 ML Ice Cream 3,096,578 2,743,247
Lovello Doi, Kheer Premium 500 ML Ice Cream 2,343,310 2,075,930
Total 960,385,039 850,801,390

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
25.00 Cost of Goods Sold

Raw Materials Consumed: Note- 25.01 526,540,444 365,386,241

Add: Factory Overhead Charges Note- 25.02 154,293,950 146,060,695
Cost of Produc�on 680,834,394 511,446,936
Add: Opening Work in Process 17,619,365 15,544,814
698,453,759 526,991,750
Less: Closing Work in Process (17,019,365) (17,619,365)
Cost of Goods Manufactured 681,434,394 509,372,385
Add: Opening Stock of Finished Goods 98,059,494 83,596,742
Cost of Goods available for Sale 779,493,888 592,969,127
Less: Closing Stock of Finished Goods (222,174,678) (98,059,494)
Cost of Goods Sold 557,319,210 494,909,633

25.01 Raw Materials Consumed

The break-up of the amount is given below:

Opening Stock 184,056,096 165,471,075
Purchase During the year 468,217,665 383,971,262
Raw Materials available for Use 652,273,761 549,442,337
Less: Closing Stock (125,733,318) (184,056,096)
Raw Materials Consumed 526,540,444 365,386,241

25.02 Manufacturing Overhead

Electricity Bill 34,492,180 30,051,499

Fuel & Lubricants 12,087,137 12,333,814
Wages & Salary 49,917,041 47,540,040
Fes�val Bonus 5,695,816 5,424,587
Over�me and Other Allowance 1,979,028 1,884,789
Tour and Travles 1,119,940 1,317,577
Pool Car Expenses 286,798 196,629
Telecommunica�on Expenses(Tracking) 103,664 90,142
Factory Supplies 1,097,442 1,371,802
Loading & Unloading Expenses 148,925 175,206
Postage & Courier 27,766 29,610
Prin�ng & Sta�onary 568,724 670,407
Food and Entertainment 710,904 836,358
Repair & Maintenance 2,162,814 2,276,646
Spare Parts 4,325,986 4,407,483
Insurance Expenses 4,285,475 3,359,556
Licenses Renewal Fees 1,466,130 1,361,426
Deprecia�on 33,818,179 32,733,124
154,293,950 146,060,695

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
26.00 Administra�ve Expenses

Salary & Allowance 7,578,153 7,429,561

Fes�val Bonus 1,028,797 1,008,625
Mee�ng Allowance 125,000 130,000
Provident Fund Expenses 1,642,075 1,323,981
U�lity Charge 531,702 389,390
Director Remunera�on 1,800,000 1,800,000
Office Vehicles expense 595,150 570,706
Entertainment Expense 205,099 205,367
Vehicle Insurance & Others 455,950 632,748
Audit Fees 405,000 275,000
Lis�ng Fees 353,151 -
Telephone, Mobile & Internet Bill 206,267 360,314
Postage & Couriers 122,570 136,759
Prin�ng & Sta�onery 163,357 204,477
Legal & Statutory Expenses 244,853 399,133
Repair Maintenance of Head office 280,895 226,119
Health Safety Measure Expenses 61,890 133,005
Consultacny Fees 480,000 50,000
Deprecia�on 821,599 795,238
17,101,509 16,231,797

27.00 Marke�ng & Selling Expenses

Salary & Allowance 12,540,522 11,921,309

Fes�val Bonus 1,045,044 1,379,749
Provident Fund Expenses 1,722,661 1,589,541
Fuel & Toll for Vehicles 4,096,679 4,377,789
TA/DA and Other Allowances 1,485,542 1,982,991
Repair Maintenance & Others Vehicles Exp 1,242,038 1,922,717
Tour and Travles 701,171 589,384
Postage & Couriers 253,445 128,377
Incen�ve and Commision 337,799 29,262
Event Management Expenses 359,114 378,015
Health Safety Measure Expenses 36,437 48,583
Trade Promo�on Expenses 503,758 382,709
Adver�sement Expenses 3,464,325 5,560,243
Deprecia�on 96,253,915 93,165,611
124,042,451 123,456,281

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 Taufika Foods and Lovello Ice-Cream PLC
Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
28.00 Finance Cost

Bank Service Charges 1,487,568 1,233,002

Interest on Bank Loan 75,293,782 76,049,469
Interest on Lease Loan 42,531,191 39,799,126
Interest Expense on Office Space 709,851 954,103
120,022,392 118,035,700

Consistent with prior periods banks charges and others bank loan interest expenses are included as finance costs

29.00 Others Income

Scrap Sale 6,534,942 1,089,413

Rent Received against Freezer 4,362,550 1,363,297
Interest income 1,153,513 1,146,185
12,051,004 3,598,895

30.00 Earning per Share (EPS)

The Computa�on of EPS is given below:

Earning a�ributable to the Shareholders (net profit a�er tax) 121,595,010.06 95,007,875
Total number of Shares 85,000,000.00 67,246,575
Adjusted/Basic Earnings per Share (EPS)( Per value Tk. 10) 1.43 1.41

For Current Year

Total Share No of shares No. of Days Used Total No. of Days Weighted Average
85,000,000 85,000,000 365 365 85,000,000
85,000,000 85,000,000 85,000,000

For Previous Year

Total Share No of shares No. of Days Used Total No. of Days Weighted Average
550,000,000 55,000,000 365 365 55,000,000
300,000,000 30,000,000 149 365 12,246,575
850,000,000 85,000,000 67,246,575

31.00 Net Asset Value (NAV) per Share

The Computa�on of NAV is given below:

Net Assets 1,096,389,086 1,068,294,076
Total number of Shares 85,000,000 85,000,000
Net Asset Value (NAV) per Share 12.90 12.57

Total number of shares

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

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21
32.00 Net Opera�ng Cash Flows per Share (NOCFPS)
The Computa�on of NOCFPS is given below:
Net Cash Generated from Opera�ng Ac�vi�es 178,220,134 171,773,881
Total number of Shares 85,000,000 67,246,575
Net Opera�ng Cash Flows per Share (NOCFPS) 2.10 2.55

33.00 Reconcilia�on of Net Opera�ng Cash Flow

Amount in Taka
Par�culars
30.06.2022 30.06.2021
Net Profit a�er Tax 121,595,010 95,007,875
Adjustment to reconcile netcash provided by opera�ng ac�vi�es:
Deprecia�ons 130,893,694 126,693,974
Provision for Income Tax 13,362,639 18,794,777
Provision for WPPF 7,330,975 4,846,042
Deferred Tax 11,661,858 (16,881,820)
Loan Interest 120,022,392 118,035,700
Increase in Inventories (65,192,406) (35,122,324)
Increase in Trade & Other Receivables (56,675,369) (30,068,512)
Increase in Advance, Deposits & Prepayments (69,324,230) (48,102,765)
Increase/Decrease in Trade & Other Payables (33,363,172) (28,253,387)
Increase in Liabili�es for Expenses 3,152,792 2,538,028
Adjustments for WPPF (5,244,048) (7,949,237)
Adjustments for IPO Expenses - (27,764,472)
Net cash inflow/(ou�low) from opera�ng ac�vi�es 178,220,134 171,773,881

34.00 Related Party Transac�ons

The company has related party transac�ons as per IAS-24 "Related Party Disclosures".
Related party transac�ons are as follows:

Sl. Name of the Related Party Rela�onship Nature of Opening Transac�on Payment/ Closing
transac�on Balance during the year Recieved Balance
1 Taufika Engineering Limited Intercompany Advance - 2,500,000 - 2,500,000

2 Da�n’ Shamima Nargis Haque Chairman Mee�ng - 25,000 25,000 -

Allowance

Managing Remunera�on
3 Dato’ Engr. Md. Ekramul Haque and Mee�ng 150,000 1,825,000 1,825,000 150,000
Director Allowance
Md. Kawsar Ahmed (Nominee Mee�ng
4 Director of Taufika Director Allowance 15,000 15,000
Engineering Limited)
5 Muhsinina Taufika Ekram Director Mee�ng - 25,000 25,000 -
Allowance
6 Muhsinina Sharika Ekram Director Mee�ng - 10,000
Allowance 10,000 -

Independent Mee�ng 25,000 25,000

7 Im�az Lu�ul Baset FCMA, FCA Allowance
Director

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 142

35.00 A�endance Status of Board Mee�ng of Directors
During the year ended 2021-22 there were Five Board Mee�ngs were held. The a�endance status of all the mee�ngs is
as follows:

Name of the Directors Designa�on Mee�ng held A�endance

Da�n’ Shamima Nargis Haque Chairman 5 5

Dato’ Engr. Md. Ekramul Haque Managing Director 5 5

Md. Kawsar Ahmed (Nominee Director of Director

Taufika Engineering Limited) 5 3

Muhsinina Taufika Ekram Director 5 5

Muhsinina Sharika Ekram Director 5 2
Im�az Lu�ul Baset FCMA, FCA Independent Director 5 5

36.00 General:
All the figures in the financial statements represent Bangladeshi taka currency (BDT) rounded off to the nearest figure.
The compara�ve informa�on has been disclosed of 2021-2022 for all numerical informa�on in the financial statements
and also the narra�ve and descrip�ve informa�on as found relevant for understanding of the current years financial
statements. To facilitate comparison, certain relevance balances pertaining to the previous year have been rearranged or
reclassified whenever considered necessary to conform to current year presenta�on.

37.00 Disclosure as per requirement of Schedule XI, Part II of the Companies Act, 1994:

A. Disclosure as per requirement of Schedule XI, Part II, Note 5 of Para 3:

Employee posi�on of the company as at 30 June, 2022:

Sales &
Salary (Monthly) Factory Head Office Marke�ng Total Employees

Below BDT 6,000 - - - -

Above BDT 6,000 203 20 25 248
Total 203 20 25 248

B. Disclosure as per requirement of Schedule XI, Part II, Para 4:

Total Remunera�on
Name of Directors Designa�on Mee�ng allowance for the year ended
2021-22

Da�n’ Shamima Nargis Haque Chairman 25,000 -

Dato’ Engr. Md. Ekramul Haque Managing Director 25,000 1,800,000
Kawsar Ahmed ( Nominee Director of Taufika
Director 15,000 -
Engineering Limited)
Muhsinina Taufika Ekram Director 25,000 -

Im�az Lu�ul Baset FCMA, FCA Independent Director 25,000 -

Muhsinina Sharika Ekram Director 10,000

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Taufika Foods and Lovello Ice-Cream PLC

Explanatory Notes to the Financial Statements
For the year ended June 30, 2022
Amount in Taka
30-Jun-22 30-Jun-21

37.00 As per IAS- 24:

An en�ty shall disclose key management personnel compensa�on in total and for each of the following benefits:

(a) Short-term employee benefits - -

(b) Post-employee benefits - -
(c) Other long term benefits - -
(d) termina�on benefits and - -
(e) Share- based payment - -
- -

38.00 Events a�er Repor�ng Period:

In compliance with the requirements of IAS 10: Events A�er the Repor�ng Period, post statement of financial posi�on
events that provide addi�onal informa�on about the company's posi�on at the repor�ng date are reflected in the
financial statements and events a�er the repor�ng period there are adjus�ng events those are disclosed as follows:
i. VAT payables are se�led on July 28, 2022.
ii. The company has been declared 12% cash dividend in this financial year (2021-2022)

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 144

39.00 Disclosure as per requirements of Schedule XI, Part-II., Para-3 of the Companies Act. 1994

Compliance status of
Requirements under condi�on No. Disclosure Schedule XI,
Part II, Para 3

3(i)(a) The turnover Complied

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

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 Taufika Foods and Lovello Ice-Cream PLC
Schedule of Property, Plant & Equipment
Annual Report-2021-22

As at 30 June 2022
Property, Plant & Equipment Annexure - A
Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2022
01-07-2021 during the year 30-06-2022 (%) 01-07-2021 the year 30-06-2022
Land & Land Development 84,361,490 - 84,361,490 0% - - - 84,361,490

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Building & Civil Works 91,694,977 - 91,694,977 5% 21,888,455 3,490,326 25,378,781 66,316,196
Plant and Machinery 414,437,939 76,871,386 491,309,326 10% 140,186,111 31,268,752 171,454,863 319,854,462

146
Furniture and Fixtures 9,425,340 401,458 9,826,798 10% 2,241,998 738,407 2,980,405 6,846,393
Freezer 628,974,033 49,738,654 678,712,687 10% 147,500,014 50,634,335 198,134,348 480,578,338
Office Equipment 8,360,012 882,950 9,242,962 10% 1,743,667 705,782 2,449,449 6,793,513
Motor Vehicles 140,170,710 29,061,187 169,231,896 20% 77,280,972 15,484,066 92,765,039 76,466,858
Total as on 30.06.2022 1,377,424,500 156,955,635 1,534,380,136 390,841,217 102,321,668 493,162,885 1,041,217,250
Total as on 30.06.2021 1,200,619,949 176,804,551 1,377,424,500 - 296,327,876 94,513,342 390,841,217 986,583,283

Right of Use Assets

Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2022
01-07-2021 during the year 30-06-2022 (%) 01-07-2021 the year 30-06-2022
Plant and Machinery 4,079,499 4,079,499 10% 1,254,242 282,526 1,536,768 2,542,731
Freezer 324,745,500 324,745,500 10% 118,642,773 20,610,273 139,253,046 185,492,454
Motor Vehicles 67,662,134 67,662,134 20% 42,618,647 5,008,697 47,627,345 20,034,789
Office Space 10,897,101 10,897,101 20% 4,540,459 2,179,420 6,719,879 4,177,222
Total as on 30.06.2022 407,384,234 - 407,384,234 - 167,056,121 28,080,916 195,137,037 212,247,197
Total as on 30.06.2021 407,384,234 - 407,384,234 - 135,401,609 31,654,512 167,056,121 240,328,113
 Intangible assets
Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2022
01-07-2021 during the year 30-06-2022 (%) 01-07-2021 the year 30-06-2022
Computer So�ware 3,323,633 285,000 3,608,633 50% 2,483,913 491,110 2,975,023 633,610
Total as on 30.06.2022 3,323,633 285,000 3,608,633 2,483,913 491,110 2,975,023 633,610

Total as on 30.06.2021 2,696,433 627,200 3,323,633 1,957,793 526,120 2,483,913 839,720

Grand Total as on 30.06.2022 1,788,132,367 157,240,635 1,945,373,003 560,381,251 130,893,694 691,274,945 1,254,098,057

Total as on 30.06.2021 1,610,700,616 177,431,751 1,788,132,367 433,687,278 126,693,974 560,381,251 1,227,751,116

Amount in Taka
Alloca�on of deprecia�on 30.06.2022
Manufacturing Overhead 33,818,179
Administra�ve Expenses 821,599
Marke�ng & Selling Expenses 96,253,915
Total 130,893,694

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

147
 Taufika Foods and Lovello Ice-Cream PLC
Schedule of Property, Plant & Equipment
Annual Report-2021-22

As at 30 June 2021
Property, Plant & Equipment Annexure - A
Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2021
01-07-2020 during the year 30-06-2021 (%) 01-07-2020 the year 30-06-2021
Land & Land Development 84,361,490 84,361,490 0% - - - 84,361,490

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Building & Civil Works 91,694,977 91,694,977 5% 18,214,428 3,674,027 21,888,455 69,806,522
Plant and Machinery 371,972,040 42,465,899 414,437,939 10% 112,072,902 28,113,209 140,186,111 274,251,828

148
Furniture and Fixtures 6,738,763 2,686,577 9,425,340 10% 1,593,103 648,895 2,241,998 7,183,342
Freezer 506,733,380 122,240,653 628,974,033 10% 100,794,048 46,705,966 147,500,014 481,474,019
Office Equipment 7,062,732 1,297,280 8,360,012 10% 1,080,589 663,078 1,743,667 6,616,345
Motor Vehicles 132,056,568 8,114,142 140,170,710 20% 62,572,806 14,708,167 77,280,972 62,889,737
Total as on 30.06.2021 1,200,619,949 176,804,551 1,377,424,500 296,327,876 94,513,342 390,841,217 986,583,283

Right of Use Assets

Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2021
01-07-2020 during the year 30-06-2021 (%) 01-07-2020 the year 30-06-2021
Plant and Machinery 4,079,499 4,079,499 10% 940,325 313,917 1,254,242 2,825,257
Freezer 324,745,500 324,745,500 10% 95,742,470 22,900,303 118,642,773 206,102,727
Motor Vehicles 67,662,134 67,662,134 20% 36,357,776 6,260,872 42,618,647 25,043,487
Office Space 10,897,101 10,897,101 20% 2,361,039 2,179,420 4,540,459 6,356,643
Total as on 30.06.2021 407,384,234 - 407,384,234 135,401,609 31,654,512 167,056,121 240,328,113
 Intangible assets
Cost Rate Deprecia�on
Par�culars of Wri�en Down Value as on
Balance as on Addi�on Balance as on Dep. Balance as on Charged during Balance as on 30-06-2021
01-07-2020 during the year 30-06-2021 (%) 01-07-2020 the year 30-06-2021
Computer So�ware 2,696,433 627,200 3,323,633 50% 1,957,793 526,120 2,483,913 839,720
Total as on 30.06.2021 2,696,433 627,200 3,323,633 1,957,793 526,120 2,483,913 839,720

Total as on 30.06.2021 1,610,700,616 177,431,751 1,788,132,367 433,687,278 126,693,974 560,381,251 1,227,751,116

Amount in Taka
Alloca�on of deprecia�on 30.06.2021
Manufacturing Overhead 32,733,124
Administra�ve Expenses 795,238
Marke�ng & Selling Expenses 93,165,611
Total 126,693,974

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

149
Annual Report-2021-22

SOUVENIR TO STAKEHOLDERS

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 150

LOVELLO EVENTS AND ACTIVATIONS

Half Yearly Business Meet

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 151

Annual Report-2021-22

Lovello Business Meet

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 152

 LOVELLO Annual Dinner 2022

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 153

Annual Report-2021-22

Annual General Meeting (AGM) 2021

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 154

 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC
Plot: 80, Road: 2, Banani (Chairman Bari), Dhaka-1213, Bangladesh

PROXY FORM
I/We .......................................................................................... of ...................................................................................
…………………………………….….. being a member of Taufika Foods And Lovello Ice-Cream PLC and en�tled to vote, do hereby appoint
Mr./Ms. ......................................................................... of ................................................................... as my/our Proxy to a�end
and vote on my/our behalf in the 11th Annual General Mee�ng (AGM) of the Company to be held on using Digital pla�orm on
Tuesday, Dec 20, 2022 at 11.30 AM

As witness I put my/our hand(s) this .................. day of ................... 2022

REVENUE
STAMP
TK. 20.00

1. ................................................................. Signature of the PROXY

2. ................................................................. Signature of the Shareholder

Signature of the Shareholder

Folio/BO ID No

Note: This Proxy Form, duly completed, must be deposited at the Company’s Registered Office not later than 48 (forty-eight) hours before the
commencement of mee�ng. Proxy shall be invalid if not signed and stamped as explained above. Signature of the Shareholders should agree with
the Specimen Signature registered with the Company/Depository Par�cipants.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC

Plot: 80, Road: 2, Banani (Chairman Bari), Dhaka-1213, Bangladesh

ATTENDANCE SLIP
I/We hereby record my/our a�endance in the 11th Annual General Mee�ng (AGM) being held on using Digital pla�orm on Tuesday,
Dec 20, 2022 at 11.30 AM or at any adjournment thereof.

Name of the Member/

Proxy (in Block Le�er)
Folio/BO ID No

Signature Verified by

Signature of the Shareholder/PROXY Authorized Signature of the Company

Note: Shareholders a�ending the mee�ng in person or by proxy are requested to complete the A�endance Slip and deposit the same at the
recep�on desk. Any friend or children accompanying with the honorable Member/ Shareholders/ Proxy will not be allowed to the mee�ng.

TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC 155

 TAUFIKA FOODS AND LOVELLO ICE-CREAM PLC
Plot: 80, Road: 2, Banani (Chairman Bari), Dhaka-1213, Bangladesh
Tel: +8802-9841286-8, Fax: +8802-9841289
E-mail: info@taufikagroup.com
www.taufikagroup.com

lovelloIceCream lovello Ice Cream www.lovello.club