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ASAI Management Services Limited

Statement of Profit or Loss

Previous Version New Version


Particulars 2017 2018 2017 2018 Q1 2019

Revenue - 113,503,675 9,332,263 113,751,750 37,306,379


Cost of Services - (51,572,627) - (51,572,627) (18,033,626)
Gross profit - 61,931,048 9,332,263 62,179,123 19,272,753
General and Admin Exp (15,575) (55,777,408) (8,742,167) (55,777,408) (18,811,338)
Net operating income (15,575) 6,153,640 590,096 6,401,715 461,415
Finance Income - 729,620 - 729,620 -
Other Income - 51,594 - 51,594 11580
FX gain/(Loss) 2,389 (2,353,441) 2,389 (2,353,441) (637,349)
Profit before tax (13,186) 4,581,413 592,485 4,829,488 (164,354)
Current Year Tax - (686,545) (686,545) 34,817
Deferred Tax - (1,764,798) (1,764,798) -
Profit after tax (13,186) 2,130,070 592,485 2,378,145 (129,537)

Equity: (13,186) (6,609,708) 592,485 2,970,630 2,841,093

Note:
1). The original Service Level Agreement (the 'Agreement) was made and entered into on 29th
May,2018 by and between "ASA International Holding'' represented by Mervyn Chan and ''ASAI
Management Services Limited'' represneted by Md. Syed Tohorul Hossain, which was effective from
1st April, 2018.

This agreement will be amended which shall have effect retrospectively from 1st October 2017 instead
of 1 April 2018.

2). Till September 2017, Office rent was charged by ASA Technical Service Provider (ATSP) in their
Book of Accounts. From October 2017 Office rent was charged by AMSL in it's Book of Accounts
(Earlier AMSL recorded rent expenses from October '17 to December '17 in 2018 accounting period,
wrongly but now it corrected).

3). All the expenses transferred from ATSP to AMSL (From April 2018 to May 2018) was recorded at
AMSL's Books at 16 June 2018 by passing 1 entry (JV-08), amount BDT 13, 261,338. This amount was
paid by AMSL to ATSP through the cheque No.0990080, dated 27 June, 2018. AMSL bring the money
from ASAIH through issuing Querter-2 2018 budget (dated 30 May 2018) from where they paid to
ATSP.
4). As ATSP transferred the expenses to AMSL and received money from AMSL for this transfer, they
did not reimburse the amount from ASAIH. On the other Hand, AMSL reimbursed the amount with
margin money from ASAIH.

5). Finally under matching concept all the relevant expenses and revenue for the year ended 31
December, 2017 was transferred from 2018 to 2017.

6). Retained earnings as of 31 Marchr 2019 is BDT 2.84M only. Thus, it would not be possible for AMSL
to make any further Capital expenditure (e.g. Car and other asset purchase) from its current retained
profit.

Hence, in order to purchase new car worth of around BDT 5M, AMSL has three available option which
are;
i). Purchase,
ii). Lease/Bank Loan,
iii). Rent.
Comparision:

Purchase Lease/Bank Loan Rent

Duration 5 Yr 5 Yr 5 Yr
Yearly payment - 1,625,000 900,000
Total payment 5,000,000 8,125,000 4,500,000
Ref: W1 W2 W3

Workings:
i). Purchase: (W1)

In order to excersie purchase option, AMSL is left with any other ready option but inject further equity
capital of approx BDT 5M.

ii). Lease/Bank Loan: (W2)

In order to exercise Bank Loan/Lease/Loan from financial Institution, AMSL need to pay BDT 5M with
interest. Approximate total capital expenditure will be;

BDT
Loan amount 5,000,000
Interest rate 12.50%
Loan duration 5 Yr
Total interest 3,125,000
Total Loan repayment 8,125,000
Monthly Installment 135,417
BDT 8.13M
iii). Rent: (W3)

In order to exercise rent option AMSL need to pay the following amout over the 5 Yr;

BDT
Rent per month 75,000
Duration 5 Yr
Total payment 4,500,000

BDT 4.5M

7). If we revised the Financial Statements for the year ended 2017 then we need to submit the revised
Corporate Tax return for the tax year 2017 in NBR. For that we have to bear a charge for additional tax
payment and pelanlty. On the other hand, for the Income tax return purpose we have to revise and
audit the revised Financial Statements for the year ended 2017.

This is to mention here that we have already submitted the audited Financial Statements of 2017 to
RJSC.
ASAI Management Services Limited
Statement of Profit or Loss

Previous Version New Version


Particulars 2017 2017 2018 2017 2018 Q1 2019
(Audited) (Restated)

Revenue - - 113,503,675 18,647,900 113,751,750 37,306,379


Cost of Services - - (51,572,627) - (51,572,627) (18,033,626)
Gross profit - - 61,931,048 18,647,900 62,179,123 19,272,753
General and Admin Exp (15,575) (8,742,167) (55,777,408) (17,468,759) (55,777,408) (18,811,338)
Net operating income (15,575) (8,742,167) 6,153,640 1,179,141 6,401,715 461,415
Finance Income - - 729,620 - 729,620 -
Other Income - - 51,594 - 51,594 11580
FX gain/(Loss) 2,389 2,389 (2,353,441) 2,389 (2,353,441) (637,349)
Profit before tax (13,186) (8,739,778) 4,581,413 1,181,530 4,829,488 (164,354)
Current Year Tax - - (686,545) (686,545) 34,817
Deferred Tax - - (1,764,798) (1,764,798) -
Profit after tax (13,186) (8,739,778) 2,130,070 1,181,530 2,378,145 (129,537)

Equity: (13,186) (8,739,778) (6,609,708) 1,181,530 3,559,675 3,430,138

Note:
1). The original Service Level Agreement (the 'Agreement) was made and entered into on 29th May,2018 by and
between "ASA International Holding'' represented by Mervyn Chan and ''ASAI Management Services Limited''
represneted by Md. Syed Tohorul Hossain, which was effective from 1st April, 2018.

This agreement will be amended which shall have effect retrospectively from 1st October 2017 instead of 1 April
2018.

2). Till September 2017, Office rent was charged by ASA Technical Service Provider (ATSP) in their Book of Accounts.
From October 2017 Office rent was charged by AMSL in it's Book of Accounts (Earlier AMSL recorded rent expenses
from October '17 to December '17 in 2018 accounting period, wrongly but now it corrected).

3). All the expenses transferred from ATSP to AMSL (From April 2018 to May 2018) was recorded at AMSL's Books at
16 June 2018 by passing 1 entry (JV-08), amount BDT 13, 261,338. This amount was paid by AMSL to ATSP through
the cheque No.0990080, dated 27 June, 2018. AMSL bring the money from ASAIH through issuing Querter-2 2018
budget (dated 30 May 2018) from where they paid to ATSP.

4). As ATSP transferred the expenses to AMSL and received money from AMSL for this transfer, they did not
reimburse the amount from ASAIH. On the other Hand, AMSL reimbursed the amount with margin money from
ASAIH.

5). Finally under matching concept all the relevant expenses and revenue for the year ended 31 December, 2017 was
transferred from 2018 to 2017.

6). Retained earnings as of 31 Marchr 2019 is BDT 2.84M only. Thus, it would not be possible for AMSL to make any
further Capital expenditure (e.g. Car and other asset purchase) from its current retained profit.

Hence, in order to purchase new car worth of around BDT 5M, AMSL has three available option which are;
i). Purchase,
ii). Lease/Bank Loan,
iii). Rent.
Comparision:

Purchase Lease/Bank Loan Rent

Duration 5 Yr 5 Yr 5 Yr
Yearly payment - 1,625,000 900,000
Total payment 5,000,000 8,125,000 4,500,000
Ref: W1 W2 W3

Workings:
i). Purchase: (W1)

In order to excersie purchase option, AMSL is left with any other ready option but inject further equity capital of
approx BDT 5M.

ii). Lease/Bank Loan: (W2)

In order to exercise Bank Loan/Lease/Loan from financial Institution, AMSL need to pay BDT 5M with interest.
Approximate total capital expenditure will be;

BDT
Loan amount 5,000,000
Interest rate 12.50%
Loan duration 5 Yr
Total interest 3,125,000
Total Loan repayment 8,125,000
Monthly Installment 135,417
BDT 8.13M
iii). Rent: (W3)

In order to exercise rent option AMSL need to pay the following amout over the 5 Yr;

BDT
Rent per month 75,000
Duration 5 Yr
Total payment 4,500,000

BDT 4.5M

7). If we revised the Financial Statements for the year ended 2017 then we need to submit the revised Corporate Tax
return for the tax year 2017 in NBR. For that we have to bear a charge for additional tax payment and pelanlty. On the
other hand, for the Income tax return purpose we have to revise and audit the revised Financial Statements for the
year ended 2017.

This is to mention here that we have already submitted the audited Financial Statements of 2017 to RJSC.
ASAI Management Services Limited
Statement of Profit or Loss

Previous Version Revised version


Particulars 2017 2018 2017 2018 Q1 2019
(Restated)

Revenue - 113,503,675 9,332,263 113,751,750 37,306,379


Cost of Services - (51,572,627) - (51,572,627) (18,033,626)
Gross profit - 61,931,048 9,332,263 62,179,123 19,272,753
General and Admin Exp (8,742,167) (55,777,408) (8,742,167) (55,777,408) (18,811,338)
Net operating income (8,742,167) 6,153,640 590,096 6,401,715 461,415
Finance Income - 729,620 - 729,620 -
Other Income - 51,594 - 51,594 11580
FX gain/(Loss) 2,389 (2,353,441) 2,389 (2,353,441) (637,349)
Profit before tax (8,739,778) 4,581,413 592,485 4,829,488 (164,354)
Current Year Tax - (686,545) (686,545) 34,817
Deferred Tax - (1,764,798) (1,764,798) -
Profit after tax (8,739,778) 2,130,070 592,485 2,378,145 (129,537)

Retained Earnings (8,739,778) (6,609,708) 592,485 2,970,630 2,841,093

Note:
1). The original Service Level Agreement (the 'Agreement) was made and entered into on 29th May,2018
by and between "ASA International Holding'' represented by Mervyn Chan and ''ASAI Management
Services Limited'' represneted by Md. Syed Tohorul Hossain, which was effective from 1st April, 2018.

This agreement will be amended which shall have effect retrospectively from 1st October 2017 instead of
1 April 2018.

2). Till September 2017, Office rent was charged by ASA Technical Service Provider (ATSP) in their Book
of Accounts. From October 2017 Office rent was charged by AMSL in it's Book of Accounts (Earlier AMSL
recorded rent expenses from October '17 to December '17 in 2018 accounting period, wrongly but now it
corrected).

3). All the expenses transferred from ATSP to AMSL (From April 2018 to May 2018) was recorded at
AMSL's Books at 16 June 2018 by passing 1 entry (JV-08), amount BDT 13, 261,338. This amount was
paid by AMSL to ATSP through the cheque No.0990080, dated 27 June, 2018. AMSL bring the money
from ASAIH through issuing Querter-2 2018 budget (dated 30 May 2018) from where they paid to ATSP.

4). As ATSP transferred the expenses to AMSL and received money from AMSL for this transfer, they did
not reimburse the amount from ASAIH. On the other Hand, AMSL reimbursed the amount with margin
money from ASAIH.

5). Finally under matching concept all the relevant expenses and revenue for the year ended 31
December, 2017 was transferred from 2018 to 2017.

6). Retained earnings as of 31 Marchr 2019 is BDT 2.84M only. Thus, it would not be possible for AMSL to
make any further Capital expenditure (e.g. Car and other asset purchase) from its current retained profit.

Hence, in order to purchase new car worth of around BDT 5M, AMSL has three available option which
are;
i). Purchase,
ii). Lease/Bank Loan,
iii). Rent.
Comparision:

Purchase Lease/Bank Loan Rent

Duration 5 Yr 5 Yr 5 Yr
Yearly payment - 1,625,000 900,000
Total payment 5,000,000 8,125,000 4,500,000
Ref: W1 W2 W3

Workings:
i). Purchase: (W1)

In order to excersie purchase option, AMSL is left with any other ready option but inject further equity
capital of approx BDT 5M.

ii). Lease/Bank Loan: (W2)

In order to exercise Bank Loan/Lease/Loan from financial Institution, AMSL need to pay BDT 5M with
interest. Approximate total capital expenditure will be;

BDT
Loan amount 5,000,000
Interest rate 12.50%
Loan duration 5 Yr
Total interest 3,125,000
Total Loan repayment 8,125,000
Monthly Installment 135,417
BDT 8.13M
iii). Rent: (W3)

In order to exercise rent option AMSL need to pay the following amout over the 5 Yr;

BDT
Rent per month 75,000
Duration 5 Yr
Total payment 4,500,000

BDT 4.5M

7). If we revised the Financial Statements for the year ended 2017 then we need to submit the revised
Corporate Tax return for the tax year 2017 in NBR. For that we have to bear a charge for additional tax
payment and pelanlty. On the other hand, for the Income tax return purpose we have to revise and audit
the revised Financial Statements for the year ended 2017.

This is to mention here that we have already submitted the audited Financial Statements of 2017 to RJSC.
ASAI Management Services Limited
Statement of Profit or Loss
Subject: Assessment of Equity Capital in Context of Purchase of Car

If revised
Particulars 2017 2018 Q1 2019

Revenue 9,332,263 113,756,553 37,306,379


Cost of Services - (51,572,627) (18,033,626)
Gross profit 9,332,263 62,183,926 19,272,753
General and Admin Exp (8,742,167) (55,781,908) (18,811,338)
Net operating income 590,096 6,402,018 461,415
Finance Income - 729,620 -
Other Income - 51,594 11,580
FX gain/(Loss) 2,389 (2,353,441) (637,349)
Profit before tax 592,485 4,829,791 (164,354)
Current Year Tax (686,545) 34,817
Deferred Tax (1,764,798) -
Profit after tax 592,485 2,378,448 (129,537)

Equity at closing date 2,592,485 4,970,934 4,841,397


Notes

1 Till September 2017, Office rent was charged by ASA Technical Service Provider
(ATSP) in their Book of Accounts. From October 2017 Office rent was charged by AMSL
in it's Book of Accounts (Earlier AMSL recorded rent expenses from October '17 to
December '17 in 2018 accounting period, wrongly but now it corrected).

2 All the expenses transferred from ATSP to AMSL (From April 2018 to May 2018) was
recorded at AMSL's Books at 16 June 2018 by passing 1 entry (JV-08), amount BDT
13, 261,338. This amount was paid by AMSL to ATSP through the cheque No.0990080,
dated 27 June, 2018. AMSL bring the money from ASAIH through issuing Querter-2
2018 budget (dated 30 May 2018) from where they paid to ATSP.

3 As ATSP transferred the expenses to AMSL and received money from AMSL for this
transfer, they did not reimburse the amount from ASAIH. On the other Hand, AMSL
reimbursed the amount with margin money from ASAIH.

4 Finally under matching concept all the relevant expenses and revenue for the year
ended 31 December, 2017 was transferred from 2018 to 2017.

5 If we revised the Financial Statements for the year ended 2017 then we need to submit
the revised Corporate Tax return for the tax year 2017 in NBR. For that we have to bear
a charge for additional tax payment and pelanlty. On the other hand, for the Income tax
return purpose we have to revise and audit the revised Financial Statements for the
year ended 2017.

This is to mention here that we have already submitted the audited Financial
Statements of 2017 to RJSC.
Proposed Equity Injection Plan
Estimated cost for car purchase (A) BDT 5,000,000

Equity as of 31 March 2019 (under existing SLA) BDT 4,851,593


New equity injection BDT 45,148,407
Total equity (B) 50,000,000

Allowable limit for car purchase (10% of equity (B)) BDT 5,000,000
Car value-C BDT 5,000,000
Difference (D = C-B) BDT -
Tax base (50% of D) BDT -
Additional tax @35% on tax base BDT -

Assessment on Direct Purchase of a Car

Based on above calculation, if management injects new equity capital of BDT 4.5M
(equivalent USD 525K), the following objectives may be achieved:

a. No additional tax of BDT 790K shall be paid.


b. AMSL's retained earnings would be positive
AMSL
For revision of FS and Car Purchase

1 Change in SLA:

The existing SLA has taken effect from 1 April 2018 but in substance, the SLA should have taken
effect from 10 July 2017 (AMSL is incorporated on 10 July 2017).

2 Summary of revised FS under revised SLA


2019 2018 2017
(Till 30 June) Restated
Revenue 77,109,823 113,740,542 9,332,263
Profit before tax (474,184) 4,828,779 592,485
Retained earnings 2,350,933 2,676,284 592,485
Total equity 4,350,933 4,676,284 2,592,485

3 Car Purchase option under Hire Purchase:


Amount in BDT
Total principal loan amount in BDT 5,000,000
Total interest amount @ 15%, over 5 years 2,136,979
Tax saving on interest (747,943)
Total finance expense, net of tax 1,389,036

4 Tax Consequences on Car Purchase through Hire Purchase or Direct Purchase


If the company is not intending right now to further inject equity capital of BDT 45,649,066 (USD
549,988), then in any cases (either HP or Direct Purchase) for purchasing a car, AMSL shall be
required to pay additional tax of BDT 798,859 (USD 9,625).

Additionally, AMSL will be required to pay additional tax (including penalty) of BDT 250,000 (USD
3,012) for 2017.

5 Addition tax on car purchase


Amount in BDT
Shareholders equity as of 30 June 2019 4,350,933
10% of shareholders equity 435,093
Cost of car (estimated) 5,000,000
Excess amount 4,564,907
Eligible amount for tax 2,282,453
Additional tax @ 35% 798,859

6 Budget for Car Purchase

Estimated cost of USD 62,131 for car purchase has already been included in Q3' 2019 budget.