CASE STUDY

Total marks: 100 Time allowed: 4:30 hours

Instructions:

1. Check that your question paper contains all the exhibits as mentioned in page 3. The consecutive page numbering
may be found under the base line at the foot of each page.

2. Use the answer script provided by the Institute. Write your name, roll no., registration no. and name of the subject
on the upper portion of the cover page of the answer script.

3. Candidates are asked not to write any particulars of identification in any other place of the answer script and
additional pages if taken.

4. Questions must be answered in English.

5. The answer should be referenced to the relevant workings.

6. Answer script and additional page(s) taken to write answer, used or unused, must not be removed or taken away
from the Examination Hall.

Page 1 of 18
Requirements & Marks Allocation:
You are Saiful Amin, Manager at Farzana Munir & Co., Chartered Accountants (FMC). You directly report to Mrs.
Farzana Yeasmin FCA, Senior Partner of the firm. NMC has been providing various advisory services to Biponi
Limited. Recently your firm has been reappointed as consultant of another year. Mrs. Farzana Yeasmin FCA, partner
of the FMC, has received an e-mail from Biponi Limited Managing Director Mr. Shadman Kibria (Exhibit-1)
requesting consultation on some matters. Mrs. Farzana Yeasmin FCA has asked you to prepare a report covering all
the requirements stated in the e-mail sent by Mr. Shadman Kibria. Mrs. Farzana has shared you some information
and news (Exhibit-7 and Exhibit-8) related to the ecommerce sector and online marketplace in Bangladesh which
needs to be considered while preparing the report.
Requirements:
You are required to prepare a draft report for Mrs. Farzana Yeasmin FCA which should comprise the following elements:
❖ An executive summary
❖ Your responses to the detailed requirements (a), (b) and (c) set out in Exhibit-1.
❖ State clearly any assumptions that you make.
Of the total marks, 10% are included for the relevant discussions of ethical issues within your answer to the requirements.
Marks Allocation:
All of the marks in the Case Study are awarded for the demonstration of professional skills, allocated broadly as follows:
Professional Skills
Assimilating Structuring Applying Conclusions and Integrative &
Requirements Total
and using Problems and Judgment making multidisciplinary
information solutions recommendations skills
Executive Summary 3 4 3 3 2 15
Requirement (a) (i) 3 4 3 3 2 15
(ii) 3 3 2 2 0 10
Requirement (b) (i) 2 2 2 2 0 8
(ii) 5 4 2 2 2 15
(iii) 3 2 2 2 0 9
(iv) 2 2 2 2 0 8
Requirement (c) (i) 2 2 2 2 2 10
(ii) 2 2 2 2 2 10
Total 25 25 20 20 10 100

In planning your report, you should be aware that not attempting one of the requirements, including an executive
summary, will have a significantly detrimental effect on your chances of success. In addition, as indicated above, all
skills areas will be assessed under each element of your report.
You should be clear that marks are awarded for demonstrating your professional skills, not for reproducing facts
from the case. To be successful, you will need to:
• Demonstrate your knowledge of the case material and make use of your analysis.
• Carryout relevant analysis of the problems and structure your proposed solutions.
• Apply your judgment based on the analysis that you have carried out
• Draw conclusions from your analysis and judgment in developing practical commercial recommendations.
• Ethical issues may cover the following topic-
- Lack of professional independence or objectivity
- Conflict of interest among stakeholders
- Doubtful accounting or commercial practice or market competition or Market proximity
- Inappropriate pressure to achieve a reported result.
- Compliance of local laws and regulations
• Integrative & multidisciplinary skills may cover the following areas-
- Depletion and wastage of natural resources and its impact on environment and climate change.
- Impact on pollution, on the public health and productivity and on the national health budget.
- Social impacts, e.g., social unrest for allowing use of alcohol, bar, etc.
- Economic impacts, e.g., on employment generation and improvement in connectivity using ICT.
Page 2 of 18
 LIST OF EXHIBITS

Page
Exhibit Description
reference
E-mail from Mr. Shadman Kibria, Managing Director of Biponi Limited to
1 Mrs. Farzana Yeasmin FCA, Senior Partner, Farzana Munir & Co., Chartered 4
Accountants about confirmation of reappointment of Advisory Engagement.

2 A brief note on Biponi Limited and its business operations. 5-8

3 Summary and Extracts of Financial Statements of the Biponi Limited 9 - 10

4 A brief note on ecommerce sector and online marketplace in Bangladesh. 11 - 13

E-mail from Mr. Anawar Zaman FCA, Finance Director, Biponi Limited to
5 14
Mrs. Farzana Yeasmin FCA on reporting & compliance issues.
E-mail from Mr. Shaheen Alam, Operations Director, Biponi Limited to Mrs.
6 Farzana Yeasmin FCA regarding strategic investment options and financing 15 - 16
alternatives.
Environmental, Health and Ethical Issues in E-Commerce and Online
7 17
Marketplace Industry
News Clips regarding E-Commerce and Online Marketplace Industry in
8 18
Bangladesh

List of persons in the Case and their Roles

SL. Names Roles

1 Saiful Amin (You) Manager at FMC

2 Farzana Yeasmin FCA Senior Partner at FMC
3 Shadman Kibria Chief Executive Officer at Biponi Limited

4 Shaheen Alam Chief Operating Officer at Biponi Limited

5 Anawar Zaman FCA Chief Financial Officer at Biponi Limited

6 Moinul Islam Chairman of the Board

7 Farhan Chowdhury Managing Director

8 Abdul Mannan Nominee Director of International Market Limited

Page 3 of 18
 EXHIBIT – 1
E-MAIL

From : Mr. Shadman Kibria, CEO, Biponi Limited

To : Mrs. Farzana Yeasmin FCA, Senior Partner, FMC
Subject : Confirmation of appointment for advisory engagement.
Date : 30 March 2023
____________________________________________________________________________________________
Dear Mrs. Yeasmin,
It is my pleasure to inform you that the Board of Biponi Limited (Biponi) has approved reappointment and proposed
fees of FMC for business advisory services till end of 31 March 2024. You scope of works remains the same and
includes:
• Assess and analyze business operations for formulating business strategies.
• Evaluation of strategic options and viability of financing for investment opportunities considering past
performances & prospects of the company and related business issues. Assisting us in raising funds through initial
public offering (IPO) of shares, Issuance of Bond and perform necessary evaluation of investment options, Risk
Management, Governance, Due Diligence, Restructuring, etc.
• Review and advise on various Accounting, Tax, financial and internal control related issues of the company.
• Support on various regulatory and secretarial matters as and when solicited.
We are currently reviewing our current business positions and analyzing available strategic options where we need
input from your firm. In this regard, I am sharing a brief note on Biponi Limited, its operation, and its plans (Exhibit-
2). I am also sharing the extracts of financial statements of the Biponi for the year ended 31 December 2022 (Exhibit-
3). For your easy reference I have attached a brief note about E-Commerce and Online Marketplace industry in
Bangladesh (Exhibit-4) and copy of emails from our Finance Director (Exhibit-5) and Operations Director (Exhibit-
6). Apart from these, consideration the relevant information available (Exhibits-7 & 8) in your analysis and to draw
your conclusion and recommendations for the requirements stated below.
You are required to prepare a draft report for the board which should include an Executive Summary and cover:
(a) (i) Evaluation of financial and non-financial performances of Biponi Limited and its current financial
position considering the required adjustments for reporting and compliance issues stated in Exhibit-5.
(ii) Evaluate of the Strengths, Weaknesses, Opportunities, and Threats (SWOT) of Biponi’s existing business.
(b) (i) Analyse the Pros & Cons of strategic options (acquisition of Digipay by share exchange & Eagle by
external borrowings) as stated in Exhibit-6.
(ii) Calculate the share exchange ratio if the Digipay acquisition scheme is executed based on book value as
on 31 December 2022. What would be the share exchange ratio if, instead of book value, considering the
future unlevered cash flows as stated in Exhibit-6. Suggest the better share exchange ratio considering
the diluted EPS of Biponi Limited after the acquisition of ‘Digipay’. State the incremental risks of using
future estimated cash flows instead of book value for acquisition scheme.
(iii) Suggest whether acquisition of Eagle will be feasible for Biponi Limited through external borrowing.
(iv) Based on your analysis and calculation above in b (i, ii, iii), advice on the options if Digipay and Eagle
acquisitions are not mutually exclusive.
(c) (i) Assess Human, Social, Economic and Environmental factors concerning Biponi’s operations; and
(ii) Comment on the ethical issues of Biponi’s business and operations.
State the assumptions used and provide your workings as annexure(s) to the report.
I look forward to receiving your draft report on or before 20 April 2023.

Yours sincerely,
Shadman Kibria
Chief Executive Officer (CEO), Biponi Limited
Page 4 of 18
 EXHIBIT – 2
A brief note on Biponi Limited and its business operations.
Company Background
Biponi Limited (Biponi) is an e-commerce company based out of Dhaka, Bangladesh. It owns and operates [Link]
which is a popular marketplace. The website acts as the intermediary between the customers and the sellers. Seller
opens a seller account with Biponi which allows to set up an online shop at Biponi website. Customers visiting Biponi
website can search their desired product from the site and choose from many vendors based on their price offering and
customer feedback.
Mr. Monirul Islam and Farhan Chowdhury, who are friends and founder of [Link], started the e-commerce site in
2007 as part of business initiative right after their graduation. Country has been embracing internet based business and
online transaction. Initial plan of two friends were to sell computer parts and accessories to university students and
young adults. Their business model was to purchase the computer parts and accessories from authorized agents and
importers of various brands in a large scale at a discounted price and sell them online adding a small markup.
Price at Biponi was comparatively lower from traditional computer shops. Furthermore, it used to offer various
promotion in their website. This allowed students and young adults to purchase from Biponi at a reduced price. This
made Biponi a very popular and ‘go to’ site for computer parts and accessories purchase. In order to connect with
customers and create new customer base, Biponi maintained a Facebook group where it would post their new products
and promotions. Further, it would allow customers to request for products that is not currently available on the website.
This helped Biponi to understand customer demands and add new items to sale. In addition to computer parts and
accessories, it started to sell various computer games, gaming equipment and other items.
Till 2012, Biponi was experiencing slow growth. Although it was becoming popular, but it was operating at slightly
above breakeven. It had around 12,000 customer base most of which are not repetitive customers. Furthermore, most
of the customer based was from Dhaka only. Primary reason for that Biponi could provide ‘home delivery’ to customers
from Dhaka and collect cash on delivery. Customers from outside Dhaka needed to pay upfront before getting the
delivery through courier service. These out-of-city deliveries were often delayed and lost or damaged during delivery
process.
In 2012, founders of Biponi re-designed the business process and introduced new line of products to sell. It introduced
several other product categories like Apparels, Hope appliances and mobile phones. These new product categories were
allowed Biponi to diversify its business. Biponi continued to use their existing business model by purchasing at high
volume and in discounted price and selling them adding markups. Although the new products were favoured by existing
customers, but customers still used the site for purchasing computer parts and accessories item. Biponi needed a brand
repositioning among the customers. Biponi offered various promotional offers but sales for new product categories
were not high enough. Primary reason behind this was focusing only on customers in Dhaka. Furthermore, customers
preferred physical visit to the shops before making a purchase of large sum. Because the products were remained unsold
for a significant period, Biponi’s working capital were stuck in inventories which is also losing its value due to arrival
of newer models.
In order to recover the working capital, Biponi started a new promotion scheme which allowed customers from entire
country to purchased products from new category at 25% discount with delivery free of cost. In addition, lucky 5
customers will get branch new laptop, desktop, mobile phone or 100% cash back. Biponi ran various ads in TV, social
media and newspapers. This created a buzz and attracted customers from across the country. The promotion was huge
success and Biponi sold its entire inventory in a month. Since then, Biponi experienced surge in demand of new product
lines.
This gave Biponi an opportunity to negotiate with manufacturers of home appliances and purchase at a lower price.
However, Biponi started to face several issues. First, product that Biponi sold were not covered by any manufacturer’s
warranty. Second this required significant amount of investment to purchase inventories and store them in own
warehouse. This warranted to revisit Biponi’s the business model once more.
Biponi owners understood that in order to grow and expand the business, Biponi need to be converted to a company
which will allow them to earn trust of the business partners as well as create access to fundings. Accordingly in July
2012, Biponi Limited was formed which owned the site [Link]. Monirul Islam and Farhan Chowdhury, founders
of [Link], each held half of the shares of Biponi Limited.

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Under the new business model, Biponi Limited went under agreements with the manufacturers, agents and importers
which included that Biponi would be the exclusive online sellers for these manufacturers, agents and importers. They
would include Biponi in their own promotion. Biponi in turn would promote their brands in its own promotions. Biponi
would sell their products on commission. Biponi would place order to these suppliers as soon as it receive orders online.
Suppliers would prioritize delivery to Biponi and receive the payments within 30 days from delivery. Biponi would
collect the products from supplier and deliver to customer at their own risk.
The arrangement benefited both parties as Biponi’s sales has increased, and supplier had access to new customers which
were not accessible to them earlier. However, Biponi was still facing challenges in delivering the goods in both within
Dhaka and outside Dhaka. To overcome this issue, Biponi made agreement with ‘Rocket Express Limited’ and ‘Eagle
Delivery Services Limited’ which allowed Biponi to deliver goods throughout the country.
In 2015, Biponi went into agreement with ‘Digipay’ which is an online payment gateway and payment processor. This
allowed Biponi to add online payment option on the website where customers could pay through cards and mobile
financial services (MFS). Customer could select the option to pay online or cash on delivery. In order to encourage
customers, pay online, Biponi provided 2% discount on the payment. Digipay charged 1.5% commission on the
transaction amount.
As sales grew, Biponi started to add new product categories and went into agreement with various new suppliers. It
became difficult for Biponi to manually track the orders, receiving delivery from suppliers and making them available
to delivery partners, collection from customers and making payment to suppliers. It required lots of human resources
and incurring a lot expenses. Therefore, its bottom-line profit was very poor.
At the beginning of 2020, Biponi increased its paied up capital by issuing new shares to existing shareholders as well
as to ‘International Market Limited’ (IML). IML is an ecommerce company operating internationally. With guidance
and investment from IML, Biponi changed its business model, reengineered it supply chain process and become an
online marketplace. In the same year Biponi launched its mobile app which was well appreciated by the customers.
During the covid-19 pandemic, Biponi’s business boomed as most of the country was under lockdown and people
preferred to buy products from online marketplace.
Key Management
Records of the company shows following persons as member of the board and departmental heads.

Persons Ownership % Position at the board

Monirul Islam 30% Chairman of the board
Farhan Chowdhury 30% Managing Director
International Market Limited 40% Shareholders
Abdul Mannan 0% Nominee Director of International Market Limited
Shadman Kibria 0% Chief Executive Officer
Shaheen Alam 0% Chief Operating Officer
Anawar Zaman FCA 0% Chief Financial Officer

Business Model
Present business model of Biponi is to act as intermediary between customers and sellers. Major functions of the
business include Marchant management, Customer management, Delivery management and payment management.
Merchant Management:
Merchant management functions are related to managing the sellers in the marketplace. These vendors register with
Biponi to set up their online shop within [Link]. Merchants can simply go to Biponi merchant center of the
website and register by creating a merchant profile using email address. Merchants can open profile either as
individual or as business. If the merchant is a brand owner, it can set up its shop at Biponi Exclusive Section which
is the premium product section. Otherwise, shop will be set up under Biponi Universal Section which is regular
product section.
While creating merchant profile, merchant needs to verify his phone and email, provide business or warehouse
address, legal documents, bank information to complete the profile. Merchants are also required to upload the details
of products it is going to sell. Biponi ensures that all the products that are delivered to the customers are packaged in

Page 6 of 18
Biponi branded boxes or wrappers. Merchants are required to purchase these packaging materials from Biponi itself
through the website. In few clicks Merchant account is set up and digital shop can be opened at Biponi website.
A merchant can only start selling once seller profile is activated. It takes nearly 48 hours for Biponi to review, verify
and activate the seller profile. Once profile is activated, merchant can start selling on Biponi. Biponi charges 3% -
20% commission on the sales price based on the product category. For the premium brands, commissions are lower,
but those brands are required to promote selling through Biponi at their websites and marketing promotions. These
premium brands draw web traffic to Biponi site which also leads to sale of other products earning sales commission
to Biponi.
Customer Management
Customers are the primary focus of Biponi. customers are acquired either by running targeted promotions in social
media, news media and billboard or referral agreements with brand merchants. Targeted ads are either general
promotion running throughout the year or special campaigns for special events during major public holidays like
Bengali and English new year, religious and national holidays, or special sales campaign like ‘Sunny Sunday’ and
‘Black Friday’. Other process of acquiring customers are referral agreements. In referral agreements, branded
merchants run campaign for their products in their own site during new product launch, special discount and refers
to Biponi by adding “available on Biponi” or “Exclusively available in Biponi” or “Special discount available on
Biponi” in their campaign. These referrals redirect customers to Biponi website and increase web traffic.
Furthermore, these referral words enhance customer confidence on Biponi.
Customers can access Biponi marketplace by either visiting [Link] website or through mobile apps. Biponi has
made its apps available in ‘Microsoft Store’, “Apple App Store” and “Google Play Store”. Customers can download
the app from any of the app store and access Biponi. Anyone can search and scroll through the product lists and read
product reviews without purchasing or even creating a customer account in Biponi. However, customer must have
to open up a customer profile at the time of purchase. Customer needs to sign up using their email. After verifying
email address and phone numbers, customer can start purchasing from Biponi.
At the checking out stage customer needs to select payment options between ‘Cash on delivery’ or ‘Pay online’. If
cash on delivery is selected, customer pays when they receive the product. If ‘pay online’ option is selected, site
redirects the customer to ‘Digipay’ where customers can pay either through card or MFS. Customers are redirected
to Biponi site once payments are done successfully. Customers receives their ordered product in 2 to 15 business
days depending on product category and product availability. Based on the amount spent, customer receives ‘B-
coins’ which can be exchanges for discount. Customers also pays the delivery charge with product price. Biponi
charges a minimum delivery charge for each purchase, but it can increase depending on the customer location.
Delivery Management:
Backbone of Biponi’s business model is delivery management. This the supply chain function which starts from
collecting products from merchant and delivering to customer. Biponi handles most of the customer delivery within
Dhaka city. But for the delivery outside Dhaka, Biponi uses delivery service of its delivery partners ‘Rocket Express
Limited’ and ‘Eagle Delivery Services Limited’. Eagle is responsible for delivery in the northern part of the country
and Rocket is responsible for delivery in the southern part of the country.
When a customer places order, a business software linked with the website assigns an order id and sent notifications
to the merchant selling the item. Once the products are ready and packed with Biponi branded packages including
the customer details and order id, merchant informs notifies Biponi through ‘Biponi merchant app’. Biponi or its
delivery partners then picks up the package and transfer to the central hub. Central hub then ships the package to
local delivery point nearest to the customer address. Packages are then delivered by the deliveryman of designated
local delivery point.
Biponi itself manage the central hub and delivery partners maintains local delivery points. In case of cash on delivery,
local delivery hubs collect the cash and deposits to Biponi bank account in the first hour of business in the next
working day.
When customers initiate a product return through the app, nearest local delivery point receives notification and picks
up the product from customer. These delivery points transfer the returned goods to central hub which in turn transfer
to delivery point nearest to merchant to return the item to merchant. When picking up the returned product from
customers, delivery man ensures whether products are damaged or in good condition. Based on their inspection
report, customers receive their refund.
Page 7 of 18
Payment management:
Payment management deals with cash collection from customer, monitoring cash collection on delivery and
reconciling with amount receipt in bank, reconciling with payment received through Digipay, payment to merchant,
charging commission and customer refunds. Business software inbuild with the website helps Biponi to manage and
track the cash movement and reconcile with the order id and merchant id. When customers pay though Digipay, it
charges 1% commission on transaction value and remits the net amount to Biponi bank account. On the other hand,
Biponi pays merchants within 15 to 30 days from the date of shipment by merchant. In case of product return and
customer refund, Biponi adjust the payable amount to merchant and deposit the refund amount to customer bank or
MFS account. Delivery partners receives their payment bi-weekly basis. Delivery partners are paid from the delivery
charge collected from the customer.
Future plans
Biponi vision itself to be the number one marketplace of the country. In order to reach to this vision, Biponi plans to
increase product variety and customer base multifold. Biponi plans to continue to its existing targeted ad campaigns
and referral agreements. It plans to increase number of referral agreements by adding new branded merchants. Biponi
further plans to expand marketplace coverage form to global level.
Financing strategy
Biponi’s current financing sources are mostly retained earnings and borrowings from banks. These sources are used for
financing working capital and short-term loan. In case of long-term financing, Biponi plans to seek new investment.
Financial reporting
Biponi follows a financial year January to December. It has recently completed preparing its draft financial statements for
the year ended 31 December 2022 and shared with its auditor Mirza Abbas & Co., Chartered Accountants (MAC). MAC
is going to audit Biponi for the first time. Biponi had to appoint MAC since it has policy of rotating auditor in every three
years. This policy was introduced as requirement from International Market Limited (IML). In order to comply with the
policy requirement, board approved appointment of MAC after receiving a personal recommendation from Anawar
Zaman FCA, company CFO. Since the shareholders and nominee directors sits in the board, no separate AGM were
held in last 5 years. Biponi’s secretarial consultant takes care of relevant the legal proceedings and regulatory filings.
Corporate Social responsibility
As a good corporate citizen, Biponi is committed to supports economic and environmental sustainability by being socially
responsible. As part of social responsibility program, Biponi encourages women empowerment and includes significant
number of women in the workforce. It is focused on creating an environment where women can thrive and grow into
leadership positions. At present nearly 30% of the workforce are women but Biponi plans to improve the ratio.
Biponi as part of corporate social responsibility, runs an online training academy which trains member of the society
on the concept of ecommerce, how it can be earning source for the people, how they can be a merchant at Biponi
and sell products throughout the country. This helped many individuals and smalls business form remote area of the
country to sell its product nationwide and becoming solvent. In addition to the above activities, Biponi has performed
following CSR Activities:
• Donating gift box to orphans on religious holiday.
• Co-ordinated with NGOs who helps women in home crafted items and small & cottage industry and selling those
times nationwide.
• Creating jobs through delivery partners and reducing amount of unemployment.
• Assisting small merchants in pricing their products and product placement to get maximum reach.
• During Covid-19 pandemic, it used its delivery network to deliver foods and safety equipment to the poor.
Environmental and safety policy
Biponi is committed to maintain safety policy for its own and delivery partners employees. It also aims to protect
environment. Biponi encourages its deliver partners to ensure its deliverymen in local delivery points uses bicycle.
This would reduce environment pollution. It also tries to use minimum number of vehicles to transport products
collected from customers and transferring them to local delivery points. Biponi has equipped first-aid kits and fire
safety equipment in its office and warehouse. It also designated space for handling heavy products that picked up
from merchants and going to customers. Biponi allowed merchants to setup their shops online. They do not require
to open physical shops. This helps to limit usage of financial and natural resources.

Page 8 of 18
 EXHIBIT – 3
Summary and Extracts of Financial Statements of the Biponi Limited
Statement of Financial Position
As of 31 December 2022
31-Dec-22 31-Dec-21
Million
Million BDT
BDT
Assets
Non-current Assets
Property, Plant & Equipment 276,782 264,935
Investment 247,617 241,544
Intangible assets 164,334 160,306
Prepayments, receivables and other assets 161,329 28,018
850,062 694,803
Current Assets
Advance, Deposits & Pre-payments 84,229 58,590
Restricted cash & escrow receivables 19,713 18,445
Short Term Investment 28,478 3,262
Cash & Cash Equivalents 330,503 313,875
462,923 394,172

1,312,985 1,088,975
Equity & Liabilities

Shareholders' Equity
Share Capital 470,800 470,800
Retained Earnings 408,851 268,501
879,651 739,301
Non-Current Liabilities
Long term borrowings 56,723 35,427
Long term unsecured loans 97,679 76,407
Deferred tax liabilities 9,772 22,517
Other liabilities 27,288 7,654
191,462 142,005
Current Liabilities
Unsecured loans 5,154 22,466
Escrow money payable 3,014 8,250
Accruals, provisions & other liabilities 161,536 117,711
Income tax payables 20,190 17,685
Merchant deposits 13,640 10,762
Deferred revenue and customer advances 38,338 30,795
241,872 207,669
1,312,985 1,088,975

Statement of Changes in Equity

As at 31 December 2022
Figures in Million BDT
Particulars Share Capital Retained Earnings Total
Balance as on 01 July 2020 470,800 188,267 659,067
Profit for the year - 80,234 80,234
Balance as on 30 June 2021 470,800 268,501 739,301
Profit for the year - 140,350 140,350
Balance as on 30 June 2022 470,800 408,851 879,651

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 Biponi Limited
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2022
2022 2021
Million BDT Million BDT
Revenue 509,711 376,844
Less: Cost of Revenue (282,367) (206,929)
Gross Profit 227,344 169,915
Less: Operative expenses (141,647) (112,265)
Net operating profit 85,697 57,650
Add: Finance Income 101,776 52,654
Less: Finance Charges (5,180) (5,190)
Profit before Tax 182,293 105,114
Less: Current Tax Expenses @ 30% (54,688) (31,534)
Deferred Tax income 12,745 6,654
Profit for the year 140,350 80,234
Other Comprehensive Income - -
140,350 80,234
Notes to the financial statements
Note-01 Revenue
2022 2021
Commission 311,987 216,383
Customer Analytics 143,970 121,102
Logistics service 53,754 39,359
509,711 376,844
Note-02 Cost of Revenue
2022 2021
Payment processing Fee 61,923 45,951
Marketplace Software & Data management 122,369 89,489
Facility & Logistics management 98,075 71,489
282,367 206,929

Summary of 5 Year Financial Information

Figures in million BDT (except number of shares)
Significant Line Items 31-Dec-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18
Revenue 509,711 376,844 250,266 158,273 101,143
Gross profit 227,344 169,915 143,222 98,790 87,355
Net profit 140,350 80,234 61,412 41,226 85,629
Share capital 470,800 470,800 470,800 188,320 188,320
Number of Shares 47,080 47,080 47,080 18,832 18,832
Total Equity 879,651 739,301 659,067 315,175 273,949
Retained Earnings 408,851 268,501 188,267 126,855 85,629
Current Assets 462,923 394,172 288,102 146,747 111,518
Non-Current Asset 850,062 694,803 429,022 360,065 252,727
Total Assets 1,312,985 1,088,975 717,124 506,812 364,245
Current Liabilities 241,872 207,669 19,312 54,449 35,671
Non-Current Liabilities 191,462 142,005 38,745 137,188 54,625
Total Liabilities 433,334 349,674 58,057 191,637 90,296
NAV 27.9 23.1 15.2 26.9 19.3
EPS 2.98 1.70 1.30 2.19 4.55

EXHIBIT – 4

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 A brief note on ecommerce sector and online marketplace in Bangladesh.
The ecommerce sector has seen dramatic growth since the early 2000’s, when Bangladesh lacked widespread internet
access or a reliable online transaction system. Although several e-commerce operating in the country, according to
the e-Commerce Association of Bangladesh or e-cab, the country lacked the necessary regulations and infrastructure
for online transactions until 2008. In addition, internet services were expensive at the time, so the internet penetration
rate was relatively low. Hence most of the country’s population was unfamiliar with these e-commerce sites.
However, situation changed when WiMAX Internet was introduced in the country. As number of internet users
increased, ecommerce sector experienced massive growth. Bangladesh ranked 147 out of 176 on the ITU’s ICT
Development Index 2017, an annual report that captures the level of ICT development. The Bangladesh
Telecommunication Regulatory Commission (BTRC) puts total internet subscribers at 123.82 million as of
December 2021, of which only 10.09 million use broadband connections while the rest are mobile internet users.
Widespread internet access led to massive growth of ecommerce and online marketplace in Bangladesh.
Munshiji is believed to be the first e-commerce in Bangladesh that Munshiji Technology Limited launched in 1999
to export handicrafts, silk, jute products, tea, leather, and leather goods. In April 2005, another e-commerce platform
[Link] was launched. Initially, users could use this website to sell any product. Besides having a marketplace,
the platform later added online stores. Finally, in 2006, country’s first free classified ad website CellBazaar was
launched which later was renamed [Link]. In 2009, Bangladesh Bank introduced regulations for online
transactions. Payment gateway infrastructure was developed for the first time in the country in 2010 with the
establishment of ‘SSLCOMMERZ’ which now is the largest payment gateway in Bangladesh.

Individuals using the Internet (% of population)

30.00

25.00

20.00

15.00

10.00

5.00

0.00

3G internet technology was introduced in Bangladesh in 2012. With increased internet penetration, e-commerce
operating in the country started getting much-needed stability. In the same year, an online bookselling platform
[Link] was launched following the strategy of global e-commerce giant [Link]. [Link], which
was established in October 2012, has become the country’s largest C2C and B2C marketplace in consumer product
sales. In 2013, the Bangladesh Bank also permitted the purchase and sale of goods and services online using
international credit cards. This opened a new horizon for Bangladesh ecommerce and online marketplace. In January
2014, the E-Commerce Association of Bangladesh or E-cab was established to acknowledge e-commerce related
concerns and ensure the growth of the sector in the country.
With the launch of delivery services like eCourier in 2014 and Pathao Courier in 2015, many more online-based
parcel delivery services started coming to the market, which has played a significant role in the growth of the e-
commerce sector in the country. With newfound market, many online groceries providers, home appliances retailers
started to emerge. Big brands also embraced ecommerce and started launching their e-commerce websites. E-cab has
declared that year as ‘The E-commerce year 2015’.

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Significant growth of ecommerce also attracted scammers and fraudulent ecommerce sites. Many ecommerce sites
started offering various lucrative offers and huge discounts. Customers were frequently scammed by either providing
inferior quality product or delivering no products at all. In In 2018, the Government of Bangladesh published a digital
commerce policy as a guideline for e-commerce websites and to ensure consumer rights. In addition, it was
established that copyright, hacking, and product pricing issues were to be enforced directly by the Ministry of
Commerce. Bangladesh Bank introduced an ‘escrow service’ for e-commerce in June 2021 to ensure customer rights
and to stop fraudulent activities. Under the ‘Escrow Service” guidelines from government, banks or financial
institutes will withhold online consumers’ advance payments until the seller has appropriately delivered the product.
In order to facilitate eCommerce and encourage the growth of information technology, the Bangladeshis enacted the
Information and Communication Technology (ICT) Act of 2006. The Act, amended in 2013, included provisions for
imprisonment and/or fines for cyber-crimes. The enactment of the Act has had significant implications for e-commerce
and mobile commerce users and companies in Bangladesh. The growth of the industry has been inhibited by low usage
of credit and debit cards (cash remains the major payment method) and the unavailability of or restrictions on major
online transaction sites such as PayPal. The Government of Bangladesh withdrew the 49 percent maximum allowable
shareholding limit on foreign E-commerce companies in June 2020, allowing 100 percent foreign-owned companies to
operate in Bangladesh. Even though government has taken many initiatives, much focus has not given on protecting
intellectual property rights. The present system of trademark protection lacks a sufficient legal framework to protect
intellectual property rights and opens the way for those ready to engage in unscrupulous business practices.
Despite significant growth in the e-commerce sector of Bangladesh, the industry is still in its infancy. Only 4% of
the country’s consumers shop online, while the rest prefer shopping malls, markets, or physical shops. As a result,
e-commerce businesses have not yet become popular. However, due to the Corona epidemic, the country’s e-
commerce sector enjoyed a great deal of traction.
Based on inventory, there are two types of business models in the e-commerce sector of Bangladesh. One is the
‘retail or inventory lead’ model, where e-commerce platforms buy products wholesale and caters to retail customers.
The other is the ‘Marketplace or Zero Inventory’ model, where e-commerce businesses act as trustees between
vendors and consumers. In addition, there is another business model called the ‘Mercantile Model,’ where e-
commerce platforms provide delivery services on a commission basis and do not maintain any inventory. Currently,
the following four types of eCommerce are popular in Bangladesh:
• Business-to-Consumer (B2C)
B2C websites have become popular in large urban areas, as evidenced by the growth of online food delivery
services Pathao, foodpanda and HungryNaki. Highly congested roads and poor driving conditions have also
helped drive demand for home delivery services. B2C initiatives are further noticed on Facebook-based
commerce platforms which allow Bangladeshi customers to purchase products from online shopping sites from
USA, UK, India, and China.
• Consumer-to-Consumer (C2C)
C2C businesses are also growing. The leading players in this category include [Link]. This also includes
services of ride sharing services like Uber and pathao.
• Business-to-Business (B2B)
Several B2B websites in Bangladesh are engaged in providing manufacturing and supply-chain solutions. For
instance, the Bangladesh Garment Manufacturers and Exporters Association (BGMEA) has deployed B2B e-
commerce solutions for international ready-made garment (RMG) orders and procurement, as have several large
ready-made garment companies. There are also B2B websites that feature business directories, trade deals, and
information about suppliers and market data.
• Business-to-Employees (B2E)
Online employee recruitment is also growing, largely in the private sector. Leading online job advertisers and
recruiters include [Link].
With the increase of ecommerce sector, there was opportunity to introduce cross-border eCommerce in Bangladesh.
This could have opened new market for countries ecommerce sites. However, cross-border eCommerce remains
largely constrained by viable online transaction system and capital controls that prevent most outward flows of
foreign currency for consumer purposes. In addition, weak logistics infrastructure and irregular customs practices
hinder the growth of cross-border eCommerce.
Page 12 of 18
Shoppers trend to buy more in the major religious holidays and cultural festivities like Bengali New Year,
Independence Day, and Victory Day. Most eCommerce business portals in Bangladesh have integrated merchant
accounts to facilitate credit card transactions. Almost all eCommerce websites also offer multiple other payment
methods and still cater to the consumer preferred cash-on-delivery system. Most of the customers prefer to pay in
cash on delivery to ensure they are receiving the product promised. Therefore, cash transactions are still the
predominant financial transaction method for the majority of the population. This is also because majority of the
population do not use or own debit & credit cards. However, they are able to use Mobile Financial Services (MFS).

Payments through MFS grew rapidly following the outbreak of COVID-19 in 2020, as consumers sought to use MFS
platforms to comply with social distancing measures. Rise of mobile users and availability of MFS is boosting the
ecommerce activities in Bangladesh. As of July 2020, 15 banks are providing mobile financial services (MFS), with
42.78 million active MFS accounts. The total amount of transactions through these accounts raised to BDT 9,900
billion in FY 2022 from BDT 7,596 billion that of FY 2021.

Despite huge prospect and opportunities, Ecommerce in Bangladesh needs to overcome many challenges. Major
Challenges to ecommerce in Bangladesh include:

• Inadequate delivery mechanisms.

• A relatively low internet penetration rate.
• The lack of a robust online transaction system.
• Prevalence of online fraud.
• Undeveloped online marketing practices; and
• The lack of a robust privacy policy.

Besides e-commerce, Facebook-based business or F-commerce has also boomed in Bangladesh. F-commerce has
been growing steadily since Facebook introduced its ‘Live’ feature. There are more than 5 lakh Facebook-based
business pages in the country, of which 2 lakh pages are now actively operating business. Although e-commerce
platforms grow at an average rate of 25 percent per year in Bangladesh, the dropout rate of these new entrants is
about 35 percent. According to a report by e-Cab, the average basket value of the country’s e-commerce sector is
currently BDT 2,200.

In 2020, the average daily transaction volume of e-commerce was BDT 44 crore, which stood at Tk 16,000 crore by
the end of the year. According to another report, the market size of e-commerce in Bangladesh was USD 5 billion in
2020. Still, as the sector is growing at a rate of 50 percent per year, the country’s e-commerce market is expected to
reach USD 8.5 billion by December 2023. According to a research, Bangladesh will experience around 72% growth
a year in the E-commerce industry in the coming years. By 2040, around 95% of all purchases are expected to be via
eCommerce.
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 EXHIBIT – 5
E-mail from Biponi Finance Director
From : Mr. Anawar Zaman FCA, Finance Director, Biponi Limited
To : Mrs. Farzana Yeasmin, Senior Partner, Senior Partner, FMC
Subject : Current Reporting and Compliance issues.
Date : 31 March 2023
____________________________________________________________________________________________
Congratulations on your reappointment for the advisory services to the company. I am writing today for your advice
on some issues we have been facing. Our current year audit is coming ahead. We have prepared our draft financial
statements in EXHIBIT-3 which will be shared with our auditors. We have come across with issues while preparing
the draft financial statements which need to be incorporated in the final financial statements. We need your assistance
to make corrections in the final financial statements.
Customer Loyalty Program:
In early 2022, Biponi has introduced B-coin for its customers. Customers earns B-coins based on number of order and
order amount. They further receive B-coins when they complete any promotional challenges. Customers can exchange
B-coins to redeem vouchers or discounts. Customers can use B-coins to reduce purchase price at 4:1 ratio. No actual
cash refund is given to the customers during B-coin redemption. B-coins are accumulated until customers selects
redemption option. B-coins expires in 36 months if it is not redeemed.
We are not sure whether these B-coins need to be accounted for in the financial statements as no cash transaction occurs
while earning or redeeming the B-coins. At the year-end 969,853,995 B-coins were accumulated by the customers
which was not redeemed. Biponi expects that 40% of these B-coins will be redeemed by customers.
Accounting for delivery charge:
Biponi charges a small delivery charge to the customer based on customer location. These delivery charges are applied
for arranging a delivery service for the customers. Biponi retains 10% of the delivery charge collected from customers
and disburse remaining portion to the delivery partners. 10% is retained because Biponi employees oversee the delivery
process and monitors delivery status and conditions. During the year Biponi collected BDT 53,754 million from
customers as delivery charge. This amount has been reported as logistics service income. Delivery charge distributed
has been reported as Logistics management expenses.
Product Return Liabilities:
Biponi has a return policy under which customers are allowed to return the purchased product but need to initiate the
return within 15 days from the delivery of product. It takes further 15 days for customers to receive the return. In first
15 days of December, Biponi experienced 5% of the sales has been returned to the merchants. Biponi expects that the
return rate will be same for sales of BDT 23,750 million in remaining 16 days of December 2022. Customers are
generally refunded in full for the returned items. However, Biponi charges 2% handling charge to the merchants based
on the product cost and adjusted from the amount payable to the merchants. Biponi earned average commission of 8%
from the sales of last 16 days of December.
Value Added Tax on Commission:
As per guidelines, ecommerce sites that run on commission business are required to pay 5% VAT on the commission
they earn for their service. Merchants themselves are liable for the output VAT. Commission income of BDT 311,987
million reported in the draft financial statement is inclusive of VAT. Of the total VAT amount deposited to government
exchequer for BDT 15,000 million which has been recorded as payment of processing fees. Remaining VAT payable
remains unpaid at the year end.
Membership Fee:
Biponi offers its merchants to set up online store in exchange of monthly membership fee at ‘Biponi Exclusive’ which
is the premium product section in the marketplace. This monthly membership plan is valid for 30 days from the date of
payment. During the year Biponi earned BDT 1,294 million as membership fee. This fee has been netted off with
payment processing fees.

Page 14 of 18
 EXHIBIT – 6
E-Mail from Operations Director of Biponi Limited
From : Mr. Shaheen Alam, Operations Director, Biponi Limited
To : Mrs. Farzana Yeasmin, Senior Partner, Senior Partner, FMC
Subject : Strategic investment options and financing alternatives.
Date : 02 April 2023
____________________________________________________________________________________________
Dear Mrs. Yesmin,
Biponi board believes that Biponi is currently in a good position to diversity and expand. Board is currently
considering either or both of two strategic options to implement. First option that board is currently considering is to
acquire ‘Digital Payment Solutions Limited’ which owns and operates ‘Digipay’. Second option is to acquire 100%
shares ‘Eagle Delivery Services Limited’ to enhance more control over product delivery. We have shared some
readily available information below. Board is currently in discussion with both entities and expecting your
independent advice on the on evaluation of investment and financing options.
Board requires that, for apprising the investment options, the discount rate be determined considering applying
Capital Asset Pricing Model (CAPM). We have been informed that the Bangladesh 10 Years Government Bond has
an 8% yield which is considered risk free. The expected beta (β) for Biponi is 1.2. Beta measures the volatility of a
security compared to market risk as a whole. The average market return from the ecommerce and online marketplace
companies similar to Biponi (comprising of dividend and capital gain yield) is 13% per annum.
Acquisition of Digipay:
Biponi Board has discussed with the board of Digipay. Biponi’s board has offered to acquire 100% shares of Digipay
in exchange of Shares of Biponi. This means after the acquisition, Digipay’s existing shareholders will transfer 100%
shareholdings of the company in the name of Biponi Limited in exchange of newly issued shares of Biponi Limited.
After the initial discussion, Digipay’s board has agreed to move with stock-to-stock acquisition on the share value
of Digipay to be determined on the basis of future cash flow. Share exchange ratio will be determined based on the
share price of both entities. Biponi’s board is interested to know the expected price range of Biponi and Digipay.
They are also interested to know what the probable share exchange ratio for Digipay acquisition would be. Biponi’s
board plans to compare the share price between shares valued based on discounted cash flow method or Net Asset
Value method. Digipay management has provided following financial information for 31 December 2022:

Statement of Financial Position Statement of Profit or Loss

In million BDT In million BDT
Assets Equity & Liabilities

Tangible assets 15,590 Share Capital (FV @ 10) 12,250 Revenue 31,023
Intangible assets 3,850 Retained earnings 12,900 Cost of Revenue (18,614)
Other non-current assets 5,175 25,150 Gross Profit 12,409
Non-current asset 24,615 Total Equity

Receivables 6,540 Payables 10,147 Admin Expenses (4,552)

Cash & Cash equivalents 4,680 Other current liabilities 2,678
Other financial Assets 2,140 Profit before tax 7,857
Current asset 13,360 Current Liabilities 12,825 Tax @ 30% (2,357)

Total Assets 37,975 Total Equity & Liabilities 37,975 Net profit 5,500

Information relevant to Digipay and capital market:

Equity in capital : 100% Market Return : 12.17% to 13%
Risk Free Rate : 8% Current Market beta : 1.2
Perpetual growth rate : 5% (after 2027)
Page 15 of 18
 Digipay
Statement of Free Cash Flows (in million BDT)
2022
Item 2023 E 2024 E 2025 E 2026 E 2027 E
Actual
Earnings Before Interest & Tax 7,857 8,485 9,139 9,585 10,213 10,790
Net Interest Expense / (Income) - - - - - -
Earnings Before Interest 7,857 8,485 9,139 9,585 10,213 10,790
Marginal Tax Rate at 30% 2,357 2,546 2,742 2,876 3,064 3,237
Earnings After Tax 5,500 5,940 6,397 6,710 7,149 7,553
Depreciation 325 340 446 586 769 1,010
Amortization of Intangibles 813 825 953 1,101 1,272 1,469
Change in Net Working Capital (621) (655) (859) (1,128) (1,479) (1,942)
Capital Expenditures (398) (414) (500) (605) (730) (882)
Unlevered Free Cash Flow 5,619 6,036 6,437 6,664 6,981 7,208

Biponi’s board needs to know Biponi’s own share price in discounted cash flow methods, our accounts team has
provided following free cash flow data. Biponi plans to use CAPM to discount cash flows and expects to grow 7%
perpetually beyond 2027.

Item 2022 Actual 2023 E 2024 E 2025 E 2026 E 2027 E

Unlevered Free Cash Flow 77,182 84,730 89,715 101,700 111,070 119,614

Acquisition of Eagle:
Board is also considering acquisition of 100% shares of Eagle Delivery Services Limited. Board believes that
acquiring Eagle will increase control and monitoring of product delivery and reduce number of complains related to
product delivery. In order to finance the acquisition, Board is planning to obtain a secured bank loan. During an
initial discussion with Eagle Management, they have shown interest to sell the company for BDT 15,000 million.
Board is willing to acquire the company if the NPV is positive and payback period is 7 years of below. Our finance
department have prepared following cash flow forecast for next in 10 years and expects to grow perpetually at 4%
rate thereafter.
Year 0 1 2 3 4 5 6 7 8 9 10
Investment (15,000) (750) (750) (750) (750) (750) (750) (750) (750) (750) (750)
Net Profit - 2,650 2,862 3,091 3,338 3,605 3,894 4,205 4,542 4,905 5,297
Free Cash Flow (15,000) 1,900 2,112 2,341 2,588 2,855 3,144 3,455 3,792 4,155 4,547

Our regular Bank has offered us to lend the fund at 12% repayable in equal yearly instalment in 10 years. However,
3% delinquent charge will be added with offered rate if any installments become overdue. We believe, this delinquent
charge should be considered while evaluating the feasibility of the investment option. You may consider following
PV factors for your calculations:
Year /
1 2 3 4 5 6 7 8 9 10
Rate
5% 0.9524 0.9070 0.8638 0.8227 0.7835 0.7462 0.7107 0.6768 0.6446 0.6139
6% 0.9434 0.8900 0.8396 0.7921 0.7473 0.7050 0.6651 0.6274 0.5919 0.5584
7% 0.9346 0.8734 0.8163 0.7629 0.7130 0.6663 0.6227 0.5820 0.5439 0.5083
8% 0.9259 0.8573 0.7938 0.7350 0.6806 0.6302 0.5835 0.5403 0.5002 0.4632
9% 0.9174 0.8417 0.7722 0.7084 0.6499 0.5963 0.5470 0.5019 0.4604 0.4224
10% 0.9091 0.8264 0.7513 0.6830 0.6209 0.5645 0.5132 0.4665 0.4241 0.3855
11% 0.9009 0.8116 0.7312 0.6587 0.5935 0.5346 0.4817 0.4339 0.3909 0.3522
12% 0.8929 0.7972 0.7118 0.6355 0.5674 0.5066 0.4523 0.4039 0.3606 0.3220
13% 0.8850 0.7831 0.6931 0.6133 0.5428 0.4803 0.4251 0.3762 0.3329 0.2946
14% 0.8772 0.7695 0.6750 0.5921 0.5194 0.4556 0.3996 0.3506 0.3075 0.2697
15% 0.8696 0.7561 0.6575 0.5718 0.4972 0.4323 0.3759 0.3269 0.2843 0.2472

Page 16 of 18
 EXHIBIT – 7

Environmental, Health and Ethical Issues in Ecommerce & Online Marketplace Industry
Ecommerce and online marketplace have transformed the way of shopping and doing business. Both customers and
sellers adopting this new way. Because of increase in digital footprint and trend of digital business, merchants now
prefer to open digital shops instead of physical shops. Many merchants have closed their physical shops or reduced
the size of the shop. Many has even closed their warehouse as they do not need to hold inventory at all. Historically,
entrepreneurs and businessmen needed to pay a hefty amount from their capital to pay advance and security deposits
for the physical location. As a result, cost of starting business was high which prevented many young entrepreneurs
staring their business. As the physical presence of business have become optional, it removed a big headache for the
new entrepreneurs who plans to start their venture. They can now start business with small amount of capital. People
from remote areas and now sell their product throughout the country. In addition, this ecommerce companies have
contributed to development of delivery service industry where a large number of people works. This is not only
helped reducing unemployment but also contributed significantly to the national GDP.
There is constant threat to digital security of the data collected by these ecommerce companies. These companies
collect and holds massive amount of customer data including customer name, national id, photo, phone number,
credit/debit card information. Some ecommerce site also collects GPS location of the user through their apps.
Ecommerce and online marketplace sites often pay very less focus on protecting these sensitive customer data. As a
result, data securities are often breached, and customer data are stolen. As a result, customers face identity theft,
financial losses, and social harassment. Ecommerce sites often conceals the data breach in order to avoid trembling
customer confidence, legal intervention, and lawsuit.
Even though the sites invest money and efforts to increase sales, many a time sale are ends with customer
dissatisfaction and product return. This primarily due to delivering incorrect products or inferior quality products by
the merchants. Customers often places order for branded items but receives counterfeit items.
One of the common complains by the customers is that ecommerce and digital marketplace sites often hides the
negative feedbacks for their products. Furthermore, many sellers make fake customer account to provide positive
feedback to their own product or services. This increases the number positive feedbacks and mislead customers. Very
few digital marketplaces have taken steps to stop and remove fake reviews.
Ecommerce sectors employ substantial number of delivery persons to ensure delivery coverage throughout the
country. Most of these delivery persons are contractual and receives compensation based on number of successful
deliveries. However, the compensation rate is very minimal and are not entitled to receive any health benefit from
their employers as they are employed on contract. Employees who work in the warehouse, distribution hubs, delivery
points are often forced to work overtime to sort the packages to be delivered accordingly to product destination.
Ecommerce and online marketplace sites ensure that the products that being delivered to the customers are packed
with their branded packaging materials. Most of the packaging materials include single use plastic wrappers and
polyethene envelopes. These single use plastics and wrappers are very often ended up in the landfill or blocking the
drainage system.
Almost all the promotional schemes run by ecommerce sites include conditions which are not known to the
customers. Therefore, customers can not avail those promotional schemes. Even if the customers are aware of these
conditions, it is difficult to meet all the conditions. Eventually customers are cheated with fake promotional schemes.
Very few companies offer straightforward promotional schemes and discloses conditions. There is instance of several
ecommerce and digital marketplaces offering products at substantially reduced price if paid upfront. However, once
money is collected from the customers, they vanish without delivering the products.
Government has introduced ‘escrow service’ confront these scammers. Under this service, banks and payment
gateways will hold the advance money paid by the customers until the products are delivered. However, few
ecommerce and digital marketplaces reports fake delivery to collect the money held in the escrow service.
Following the ESG trend, many e-commerce companies is trying to make significant efforts to achieve a Carbon-
neutral economy. Leading ecommerce companies have launched climate change manifestos to reduce carbon
emissions, transit to electric vehicles, and tackle food waste. Companies also supporting sustainable production of
food, by discontinuing plastic bags for reducing the use of plastic each year.

Page 17 of 18
 EXHIBIT – 8

News clips regarding ecommerce and online marketplace industry in Bangladesh

Bangladesh e-commerce entities worried over proposed digital commerce law

02 February 2023 on Apparel Resources News-Desk
The proposed digital commerce has given rise to concerns amongst the e-commerce players in Bangladesh, who have
expressed concerns, once passed, the law will ultimately choke Bangladesh’s emerging online trade instead of
enabling its growth potential. They have further added the e-commerce sector of the country is complying with over
a dozen laws even as an equal number of Government bodies are also engaged in regulating/supervising the sector
and further highlighted that despite so many laws and authorities, it did not help prevent fraudulent schemes by a
small number of market players. This clearly the result of lack of enforcement of the regulations.
Bangladesh Bank wants audit into nine online marketplaces
14 September 2021 on Dhaka Tribune
The Bangladesh Bank has asked the government to appoint audit firms to look into the financial statements of nine
e-commerce platforms. The ministry had sought information on the total liabilities of the companies to the buyers
and merchants, the amount of current and fixed capital of the companies as well as the location of fund transfers and
transactions. According to the central bank’s recommendation, the audit firms should be investigating the financial
statements of the companies as well as any anomalies in product delivery. This recommendation came after
identification of fraudulent activities by a major ecommerce and online marketplace.
E-commerce emerges as blessings for rural women
09 Apr 2022 on Bangladesh Sangbad Sangstha
Ummay Salma, a young lady of Kholodanga village under Arabpur Union of Jashore district, has become a successful
women entrepreneur by taking facilities of ‘Digital Bangladesh’. She is also helping around 50 women of her village
by giving those opportunities to work from home. Despite having no showroom, Salma is running her business
smoothly through using e-commerce platform. E-commerce have opened the door of opportunity in front of the rural
women entrepreneurs as now they can sell their products in fair price easily throughout the country.
Bangladesh e-commerce sales to more than double by 2026: Research
15 Sep 2022 on The Business Standard
The business-to-customer e-commerce market in Bangladesh is expected to grow by 17.61% on an annual basis,
aimed at reaching Tk 65,966 crore in 2022, according to a recent market research. The e-commerce market size in
2021 was about Tk56,870 crore and will be around Tk1.5 lakh crore by 2026, said the Dublin-based trade research
institution [Link].
Government finalizes initiatives to standardize the e-commerce sector
20 Jan 2022 from Dhaka Tribune
The government has finalized its initiatives to standardize the growing e-commerce sector by incubating an
ecosystem that counters unsustainable business models through accountability. In attempts at standardization, the
government working through its multiple ministries is set to introduce mandatory Unique Business Identification
(UBID) for all e-commerce, f-commerce businesses, a Central Complaint Management System (CCMS), an
interoperable transaction platform, as well as a Central Logistics Tracking Platform (CLTP).
Online Data Theft & Security
20 Jan 2023 from [Link]
Data theft is a hot topic these days, especially in the eCommerce/retail space. Data breaches happen on a daily basis.
There are report that several ecommerce sites in Bangladesh have experienced data breach, but the fact has been
concealed by the companies. Customers shares a lot of sensitive information to complete an ecommerce transaction
including address, contact information, credit card information etc. Online sellers have a responsibility to their
customers. They must ensure that their eCommerce transactions do not result in data theft or security breaches.

------------End------------
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