Prospectus
Scandex (BD) Ltd.
Initial public offer of 42,307,692 ordinary shares
PDF · 245 pages · 18 MB
The offer at a glance
An IPO of Tk 550 million
Issue size
Tk 550.00 million
Total fund to be raised
Shares offered
42,307,692 ordinary shares
Initial public offering
Offer price
Tk 13.00 per share
Face value Tk 10.00 + premium Tk 3.00
Credit rating
A+ / ST-2 outlook stable
ARGUS Credit Rating · valid to 3 Dec 2026
Paid-up after IPO
Tk 1,179.08 million
117,907,692 shares (Tk 756 M before)
To be listed on
DSE · CSE
Dhaka and Chittagong stock exchanges
Draft — not yet an offer. This is the draft prospectus. Subscription dates, newspaper publication and the final prospectus follow consent from the Bangladesh Securities and Exchange Commission (BSEC). Figures may change in the final document.
Inside the prospectus
The key facts, topic by topic
A summary of the draft prospectus. Each tab links to the chapter it comes from, so you can check the full wording.
A 100% export-oriented garment manufacturer
Scandex (BD) Ltd. was incorporated on 10 October 2001 as Scandex (BD) Pvt. Ltd. and became a public limited company on 12 July 2021. Its factory is at Gouripur, Ashulia, Savar, Dhaka, in a five-storey building of about 34,938 sq ft on leased premises.
The range covers round-neck and V-neck T-shirts for men, women's and kids' T-shirts, long-sleeve T-shirts and hoodies with kangaroo pockets.
- Authorised capital BDT 1,500 million; paid-up capital BDT 756 million
- Revenue of BDT 1,890.78 million in FY 2025-26
- 14 licences and certificates listed, from RJSC incorporation to BGMEA membership and the factory licence
Source: chapters 1, 4 and 10 of the draft prospectus — open at page 1.
Revenue and net profit, five years
Revenue Net profit after tax BDT million
| Particulars | 2021-22 | 2022-23 | 2023-24 | 2024-25 | 2025-26 |
|---|---|---|---|---|---|
| Revenue | 965.34 | 1,671.76 | 1,695.84 | 1,859.93 | 1,890.78 |
| Gross profit | 91.78 | 161.39 | 164.16 | 178.55 | 179.81 |
| Profit before tax | 82.54 | 248.64 | 158.49 | 179.62 | 228.34 |
| Net profit after tax | 72.34 | 217.67 | 135.46 | 148.15 | 200.52 |
| Total assets | 752.48 | 893.42 | 1,201.68 | 1,644.07 | 1,335.93 |
| Total liabilities | 453.53 | 377.13 | 555.35 | 848.87 | 333.54 |
| Share capital | 210.00 | 210.00 | 504.00 | 504.00 | 756.00 |
| Retained earnings | 88.95 | 306.29 | 142.32 | 291.38 | 239.90 |
| NAV per share (Tk) | 14.24 | 24.59 | 12.82 | 15.78 | 13.26 |
| EPS (Tk) | 3.44 | 10.37 | 2.69 | 2.94 | 2.65 |
Audited figures as stated in the executive summary (chapter 1) and financial statements (chapter 31). EPS and NAV per share are on the shares in issue in each year — open the financial statements.
Where the Tk 550 million goes
-
Machinery for the new project at Manikganj — procurement and installation414.4475.4% of the issue
-
Building and civil works, including boundary and site development123.0822.4% of the issue
-
IPO expenses (approximate)12.482.3% of the issue
Total BDT 550.00 million
The project: recycled-fibre yarn
The net proceeds will set up a recycled-fibre open-end (rotor) spinning unit that turns garment cutting waste into yarn — a backward-linkage and resource-efficiency project.
- 7–8 tonnes a day of 20s, 24s and 28s Ne open-end yarn from a cotton-waste and polyester blend
- On the company's own 566.50 decimals of land at Manikganj (bought 15 Dec 2024), in a shed of about 65,000 sq ft
- Total project cost BDT 800.29 million: BDT 550.00 million IPO fund and BDT 250.29 million from internal cash
- To be completed within 24 months of receiving the IPO proceeds
A second proposal, a fabric washing project on 54.50 decimals at Dhamrai, Dhaka, is to be paid for from the company's own funds in future — not from the IPO.
Source: chapter 27, Use of proceeds — open at page 148.
Value per share by method, against the Tk 13.00 offer price
Every method in the issue manager's valuation gives a value per share at or above the offer price. A valuation is not a forecast of the market price after listing.
Source: chapter 21, Valuation report — open at page 126.
Who will own the company after the IPO
| Shareholder group | Shares before | Shares after | Before | After |
|---|---|---|---|---|
| Directors | 75,574,800 | 75,574,800 | 99.97% | 64.10% |
| Other existing shareholders | 25,200 | 25,200 | 0.03% | 0.02% |
| General public — individuals | — | 29,615,384 | 0.00% | 25.12% |
| Eligible institutions | — | 4,230,769 | 0.00% | 3.59% |
| Mutual funds and CIS | — | 4,230,769 | 0.00% | 3.59% |
| Non-resident Bangladeshis (NRB) | — | 4,230,769 | 0.00% | 3.59% |
| Total | 75,600,000 | 117,907,692 | 100% | 100% |
Source: chapter 26, Description of issue. Lock-in of sponsors' shares is set out in chapter 19 — open at page 98.
Board of directors
Fardeen Ahmed Patwary
Managing Director
Leads new export orders and the relationship with existing overseas buyers; studied finance and management at ISB.
Faisal Ahmed
Director
Over 18 years in strategic management, corporate governance and administration; steers operational strategy and long-term growth.
Mohammad Faruque Ahmed
Director
23 years in apparel manufacturing, leading large-scale operations, supply chains and quality control.
Ishtiaque Ahmed Chowdhury
Independent Director
Banking professional — operations, international trade, treasury and portfolio management; DAIBB, LL.B., M.A. (University of Dhaka).
Md. Azhar Ali
Independent Director
More than 25 years in senior management in the spinning and textile industry; B.Sc. in Textile Technology (University of Dhaka).
Parties to the issue
- Issue manager
- MTB Capital LimitedEjab Flora Unity Tower, Level 7, 42 Mohakhali C/A, Banani, Dhaka-1212
- Lead underwriter
- MTB Capital Limited
- Underwriters
- Southeast Bank Capital Services Limited · LankaBangla Investments PLC
- Auditor
- Ashraf Uddin & Co., Chartered Accountants
- Credit rating
- ARGUS Credit Rating Services LimitedLong term A+, short term ST-2, outlook stable (4 Dec 2025 – 3 Dec 2026)
- Stock exchanges
- Dhaka Stock Exchange PLC · Chittagong Stock Exchange PLC
Source: chapters 1, 5, 8 and 14 — open the directors' chapter.
Full document
Read the draft prospectus
245 pages, 33 chapters. Jump straight to a chapter, or open the whole document below.
- 01 Executive summary p. 1
- 02 Conditions imposed by the Commission p. 10
- 03 Declaration and due diligence certificates p. 11
- 04 About the issuer p. 18
- 05 Corporate directory of the issuer p. 21
- 06 Details about different contractual parties p. 23
- 07 Status of credit rating and credit rating company p. 26
- 08 Details of underwriting p. 29
- 09 Capital and shareholding structure p. 34
- 10 Detailed description of business p. 39
- 11 Description of property p. 51
- 12 Plan of operation and discussion of financial condition p. 63
- 13 Management's discussion and analysis p. 78
- 14 Directors and key officers p. 83
- 15 Certain relationships and related transactions p. 91
- 16 Executive compensation p. 93
- 17 Options granted to directors, officers and employees p. 95
- 18 Transactions with directors and subscribers to the memorandum p. 96
- 19 Ownership and lock-in of the company's securities p. 98
- 20 Corporate governance compliance declaration p. 106
- 21 Valuation report and justification of offer price p. 126
- 22 Parties involved and their responsibilities p. 130
- 23 Material contracts p. 132
- 24 Litigations, fine or penalty p. 134
- 25 Risk factors and management's view of the risks p. 136
- 26 Description of issue p. 146
- 27 Use of proceeds p. 148
- 28 Debt securities and preference shares p. 162
- 29 Markets for the securities being offered p. 163
- 30 Description of securities outstanding or being offered p. 165
- 31 Financial statements p. 168
- 32 Credit rating report p. 219
- 33 Public issue application procedure p. 236
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Before you invest
Investment in the capital market involves risk. Read the prospectus and its risk factors (chapter 25, page 136) carefully, and weigh your own financial position and appetite for risk before you decide.
BSEC's consent, once given, does not make the Commission responsible for the company's financial soundness, the issue price or the accuracy of statements in the prospectus. That responsibility lies with the issuer, its directors and officers, the issue manager, the underwriters, the auditor and the credit rating company.
Get a printed copy
Printed and electronic copies of the prospectus are available from:
- Scandex (BD) Limited — Gouripur, Ashulia, Savar, Dhaka · +880 29 848720 · info@scandexbd.com
- MTB Capital Limited, issue manager — Ejab Flora Unity Tower, Level 7, 42 Mohakhali C/A, Banani, Dhaka-1212 · +880 9666 777755 (ext. 2417–2423)
- Dhaka Stock Exchange PLC — DSE Library, Nikunja-2, Dhaka
- Chittagong Stock Exchange PLC — CSE Library, Agrabad, Chittagong