Inside this report

Strategic Overview
Insight into Our Operation and How Our Strategy is Delivered

01 Chair’s Message
Chief Executive’s Message
02
04
Our Performance 2023 07
How We Create Value 09
Our Business and Strategy 10
Telecom Industry and Regulatory Environment 13
Stakeholder Engagement 14
Value Added Statement 2023 15
Contribution to National Exchequer 16
Enterprise Risk Management 17

Environment, Social and Governance (ESG) Report

Our Sustainability Efforts and Framework for Corporate Governance

02 Environment, Social and Governance (ESG) Report

Corporate Governance in Grameenphone
20
29
Board of Directors’ Profile 30
Audit Committee Report 36
Nomination and Remuneration Committee Report 39
Management Team Profile 41

Financial Analysis
Financial Performance and Audited Financial Statements

03 Directors’ Report
Management’s Discussion and Analysis
52
69
Audited Financial Statements 77

Additional Information
Corporate Information and Notice

04 Our Journey
Our Recognition 2023
134
135
Useful Information for Shareholders 136
Notice of the 27th AGM 140
Proxy Form 143

By scanning this QR code with your

smart device, you may access the
digital version and download the
Annual Report
 2 Grameenphone Ltd. 1 2 3 4

Chair’s Message

Håkon Bruaset Kjøl

Chair

Dear Shareholders,
Grameenphone navigated 2023 prioritising customer-centric
digitalisation and catering to people’s increasingly digital lives, while
making good progress on its ambition to become a future-ready telco-tech
Company.

A Catalyst for the Smart Bangladesh Vision

The Board of Directors is pleased to report that the Company continued to have good growth momentum in 2023
in both EBITDA and revenue, achieving positive topline growth in a challenging macroeconomic environment.
Grameenphone solidified its position as the country’s No.1 network provider, supported by a steadfast focus
on modernisation and investment into building a future-ready network. This year, the Company also leveraged
advanced digital capabilities and simplified its product portfolio along with other steps taken to ensure a superior
customer experience. In doing so, Grameenphone creates value not only for its shareholders but for its loyal
customers who are the real cornerstone of the Company’s success.

Grameenphone continues to invest in its technology and digital capabilities to become a telco-tech Company
enabling a digitally connected society and supporting the government’s vision of becoming a Smart Bangladesh
by 2041. The Company works to bring innovative and industry-first solutions to market and reached an exciting
milestone this year, bringing IoT solutions to market through the intuitive ‘alo’ app. On top of the connectivity
that Grameenphone brings to millions across the country, customer-centric innovation remains at the core of
Grameenphone’s initiatives. Strategic partnerships with digital players such as a2i, bKash and Meta, among others,
resulted in more convenient digital solutions becoming available to Grameenphone customers in 2023.

As a partner for the nation’s ‘Smart Bangladesh 2041’ vision, Grameenphone remained firmly committed to
enabling Bangladesh’s progress in 2023 and this year marked the eighth consecutive year that Grameenphone was
recognised as the highest taxpayer in the telecom sector. Throughout the year there was also good collaboration
with stakeholders to resolve long-standing disputes, fostering a co-creative environment for a sustainable future.

Strength in Sustainability
Grameenphone maintains a strong focus on its commitment to empowering society through the connectivity and
digital access it provides. In collaboration with various civil society partners, including Telenor’s global partners Plan
International and UNICEF, Grameenphone provides digital literacy support and training to women, children, and
marginalised populations, promoting safe inclusivity in the digital realm. Grameenphone also believes in taking a
youth-first approach, upskilling and reskilling young people through initiatives like GP Accelerator, helping them to
thrive safely in the digital era and become a driving force in Bangladesh’s digital and socio-economic progress.

The Board of Directors was proud to see Grameenphone recognised by Bloomberg as the leading Bangladeshi
company for sustainable development in 2023. Grameenphone has committed to reducing its carbon emissions
by 50% by 2030. The Company has deployed over 1,200 solar-powered towers for sustainable connectivity and the
Company is advocating for access to greener energy options. Grameenphone still has a way to go to deliver on its
emission-reduction ambitions, but remains keen to play an active role in the green shift in Bangladesh.

In addition, Grameenphone nurtures an inclusive, equitable and diverse workforce and continues to uphold its
commitment to high standards of corporate governance. The people in the Company support its purpose to
provide connectivity to fuel sustainable economic prosperity for all.
 1 2 3 4 Annual Report 2023 33

Embracing Tomorrow
Fuelled by its focus on innovation, sustainability and socio-economic development, the Company remains
dedicated to forging a path towards a thriving, future-fit and inclusive digital future for all in Bangladesh. Together
with the Grameenphone Board of Directors, I express my heartfelt appreciation to Grameenphone’s esteemed
customers, the communities we are privileged to serve, our invaluable partners, and our dedicated employees.
Your unwavering support, trust and loyalty serve as a constant source of inspiration for us, driving us to
continually strive for excellence.

22 February 2024

Strategic Overview
ESG Report
Financial Analysis
Additional Information
 4 Grameenphone Ltd. 1 2 3 4

Chief Executive’s Message

Yasir Azman
Chief Executive Officer (CEO)

Dear Shareholders,
The year 2023 has been a pivotal year for Grameenphone, marked by
transformational initiatives. The initiative encompassed both organisational
restructuring and technological advancements, leading to a substantial
digital uplift. Our efforts have successfully laid a robust foundation for the organisation, propelling our journey
from a traditional telecommunications company to becoming a Telco-Tech. Despite the less than favourable
macroeconomic conditions and global conflicts, we successfully navigated through supply chain disruptions and
equipment import challenges. With the support from our team, regulators, and financial institutions, we were able
to effectively execute our strategic plans. As we stand today, Grameenphone is in a stronger position, poised to
embrace the future and its possibilities.

Impressive Outcomes
In 2023, Grameenphone achieved total revenue of BDT 158.7 billion, which was 5.5% higher than the previous year.
The Company also gained 2.8 million new subscribers, increasing its customer base by 3.6% to 82 million. By the
end of 2023, Grameenphone had 46.6 million internet users, which made up 57% of its total subscriber base;
among the total data users, 37.6 million used 4G data, which rose by 10.1% from the year before. Moreover, the
Company launched simple, innovative, and customer-friendly data packs which provided higher customer value.
With the expansion of content access and digital services, data revenue increased by 19.5% from the previous year.
Consequently, data revenue contribution in mobile communication revenue increased to 29.1% compared to 25.6%
from the previous year.

Grameenphone also spent BDT 33.1 billion on capital expenditure in 2023, with a 20.8% ‘total capex to sales’ ratio.
A majority of that amount was spent on spectrum deployment, 4G site rollout, capacity expansion and coverage
expansion to provide better voice and data services to our customers. Over 1,600 new 4G sites were rolled out,
reaching over 21,200 4G sites by the end of Q4’23, covering 97.9% of the population. Grameenphone contributed
BDT 122 billion to the National Exchequer, equalling 77% of its total revenue, in various forms of taxes and fees.

Future-focused evolution
Grameenphone has been instrumental in revolutionising the country’s digital landscape through its continuous
efforts to enhance network infrastructure and connectivity. Our investments in expanding and modernising the
network have led to a substantial increase in coverage and reliability, particularly in the realm of 4G technology.
This robust connectivity not only ensures faster internet speeds but also sets the stage for innovative services,
contributing to a smarter ecosystem. We have digitalised numerous services, including our ‘Cockpit’ platform
for retailers, facilitating millions of transactions daily. Moreover, our introduction of advanced products and IoT
solutions under the ‘alo’ app umbrella has further propelled us towards a smarter future. MyGP continues to be
the largest local self-service app in Bangladesh with now 17.5 million monthly active users. As we embrace smart
devices, AI, and connectivity, the time is now for us to embark on a journey toward a safer, healthier, and happier
lifestyle. Together, we will forge a Smart Future for Smart Bangladesh, marked by progress and prosperity. We are
also building a future-fit organisation by driving a growth mindset culture, building the right skills and capabilities,
cultivating leadership, and driving a transformative culture of collaboration and co-creation.

Empowering Lives, Enabling Society

Our commitment goes beyond infrastructure. Through various initiatives in 2023, we aimed to equip the youth of
our country with the skills and tools necessary to thrive in the smart era. We have implemented programmes that
 1 2 3 4 Annual Report 2023 55

not only provide training and mentorship but also create opportunities for the youth to contribute meaningfully to
the digital economy. Our efforts to decrease our carbon dioxide footprint by 50% by the year 2030, from the 2019
baseline value, is still very much in progress. Our ESG efforts include carbon footprint reduction aligned to SBTi
(Science Based Targets initiative), driving digital inclusion, online safety, upskilling the youth, and a hightened focus
on addressing the gender gap, to contribute to the country’s social and economic progress. We are also proud that
Grameenphone was recognised as top among seven Bangladeshi companies on Bloomberg’s sustainability list.

In 2023, we received many awards in various categories. Some of the notable ones included three leadership
awards at the Bangladesh C Suite Awards 2023, Bangladesh Sustainability Excellence Awards 2023, for our
earnest efforts with our flagship programmes like GP Accelerator and GP Academy, and the prestigious Highest
Taxpayer Award in the Telecom Sector of the country for the eighth time in a row. The achievements reflect our
dedication to corporate social responsibility and the significant role Grameenphone plays in the nation’s progress
and development.

We remain committed to our mission of leveraging technology to empower societies, connecting the unconnected, 1
and look forward to the opportunities that lie ahead in realising the vision of building a smart, digitally inclusive, and

Strategic Overview
sustainable Bangladesh that stands as a beacon of progress and prosperity.

22 February 2024

ESG Report
Financial Analysis
Additional Information
Youth Upskilling is

Grameenphone Academy
ushers in a future of integrated
virtual learning. Young individuals
receive global-standard trainings
through direct connections
with expert trainers, and
community collaboration.
With Grameenphone’s robust
connectivity, the academy
is prepped to build Smart
Bangladesh and a future-ready
generation.
 1 2 3 4 Annual Report 2023 77

Our Performance 2023

A resilient performance led to Revenue

continued growth momentum
supported by network investment and BDT 158,716m
strategic execution amidst a challenging Previous
macroeconomic backdrop. BDT 150,403m 5.5%

1
Operating Profit Profit Before Tax Net Profit After Tax

Strategic Overview
BDT 64,429m BDT 54,324m BDT 33,075m
Previous Previous Previous
BDT 63,598m 1.3% BDT 51,990m 4.5% BDT 30,092m 9.9%

Earnings Per Share NAV* Per Share NOCF** Per Share

ESG Report
BDT 24.49 BDT 49.39 BDT 44.88
Previous Previous Previous
BDT 22.29 9.9% BDT 34.22 44.3% BDT 47.26 -5.0%
*NAV- Net Asset Value; **NOCF- Net Operating Cash Flow

Financial Analysis
Revenue Shareholder
Contribution by Products and Services
Payout
Dividend Per Share (BDT)

Voice 51% 12.50 22.00

Data 29%
Additional Information

Lease revenues 1%

Other- Mobile
Communication 3%

Bundle 12%
Interconnection 4% 2023 2022
Special Privilege is

With more than 7,000 partner outlets

nationwide, Grameenphone's Loyalty Program
GPStar is raising the notch for a seamless
lifestyle for its customers. With GPStar’s special
privileges, Grameenphone envisions a future
of enhanced offline and online experiences in
shopping, traveling and other categories.
 1 2 3 4 Annual Report 2023 99

How We Create Value

+5.5% -32.6% +5.7% -5.0%

158,716m 33,071m 96,751m 60,601m

Financial
Revenue Capital EBITDA Net Cash from
Performance
Expenditure Operations

For our Expanding our network

coverage and breadth
We have invested
17.5m
customers
Population coverage in
BDT 498.8b Monthly users
on MyGP App
1
since inception

Strategic Overview
Bangladesh

3G 95.54% BDT 33.1b

in 2023
46.6m
4G 97.90% Subscribers
Mobile data users

In our operations we have 82.0m

4G sites – 21,233 | 3G sites – 17,057 37.6m
Customer are
empowerd with 4G

ESG Report
For the We have contributed Supported Upskilled over Trained over
society BDT 1,182.6b 17,500 47,000 141,000
to the National families through youth through adolescent girls and
Exchequer since emergency FutureNation & boys on the online
inception relief and safe Grameenphone safety in 2023

Financial Analysis
drinking water Academy
BDT 121.8b
in 2023 Partnered with UNICEF Bangladesh to provide support in
ethical digital technology use, essential digital literacy skills
and promote safe, responsible digital usage among 10m
Bangladeshi children and youth

For our 125% Dividend 51.03% Last 6-years ACCOLADES

Additional Information

total shareholder
investors dividend • Best Telecom Brand
BDT 12.5 payout ratio return awarded by Bangladesh
Brand Forum
per share 52.51% • Best Presented Annual
Over
*As of 31 December 2023 Report 2022 by ICAB
38,600 • Best Corporate Award
Shareholders 2022 by ICMAB

For our 85% of our 96% employee Employe Engagement

Index (EEI) increased
Our employees spent
more than 30,000
leaders have gone completed tech first
by 4pp & ENPS hours in their reskilling
employees through transformative learning programme
increased by 17pp and upskilling journeys
leadership programme Future Ready You
compared to 2022
“LeadNext”

350+ expert Launched new Employer Female representation We have seen

have gone through
Brand assets- Platform in GP’s workforce 163% increased
specialised SHE 4.0, Nextern, has increased to HSS reporting- an
upskilling journeys Campus Lead to attract 19.5% during initiative to enhance
into critical skills young talents from 2023 HSS standards
market
 10 Grameenphone Ltd. 1 2 3 4

Our Business
Delivering sustainable business growth while ensuring superior customer experience and
empowering society

We aim to adopt a customer centricity philosophy in every aspect of business while focusing
on becoming the best technology service provider by unleashing the potential of progressing
Bangladesh by securing access to spectrum, investing in mobile networks and IT capabilities,
developing, and distributing a wide range of products and services tailored to our market
segments, and running a strong brand programme.

These activities focus on ensuring sustainable and profitable growth and strong cash
generation, enabling us to reinvest in the resources and relationships that we rely on to do
business and to deliver on our core purpose: ‘Empowering societies. Connecting you to what
matters most’.

Portfolio and Experience Upliftment

Customers are evolving, and so are we. We are constantly striving to create compelling reasons for customers to
utilise our services. We have streamlined our current product portfolio, enhancing our diversified service bundles
and content offerings for the consumer market. As we continue to innovate, we are exploring new and relevant
services to bring to our customers. In the enterprise business sector, we have introduced a range of Internet of
Things (IoT) devices and will be introducing more new solutions in the areas of mobility and ICT to cater to our
current customers with smart solutions.

Differentiated and Digitalised Customer Experience

Our ambition is to provide the best customer experience through a simplified and digitalised journey, introducing
automated and personalised customer interaction and complaint management. Customer touchpoints, both
physical and digital will have enhanced capability and agility with the help of MyGP, Cockpit and other digital
platforms. We will focus on partnerships to co-create innovative platform solutions and services to meet the
evolving needs of our customers and create an impact on their digital lifestyle. Our personalised approach to
understanding customer behaviour and offering the right solutions will continue to be our key strength.

Network and IT Infrastructure

We will continue to invest in our core business to strengthen our network leadership in the market and provide a
superior network experience to our customers, along with service innovation. IT capabilities enhancement will
focus on cloud-native micro solutions, analytics, resiliency, digital capabilities, and the transformation of core IT
systems to support scaling new portfolios, offers, and experiences.

Managing our Brand and Reputation

Our Brand ambition is to become the most preferred connectivity partner while being at the forefront of fulfilling
the evolving needs of smart and progressing Bangladesh. We build a brand with purpose, providing experiences
that matter, developing and maintaining a reputation as a Company that empowers societies by connecting people
to what matters most to them. We take pride in leading the way towards a sustainable business environment,
promoting inclusivity and responsibility for the socioeconomic transformation of the country.

Health, Safety, Security and Environment

Grameenphone encourages high standards within Health, Safety, Security, and Environment (HSSE) to ensure
a healthy, safe, and secure workplace and a better climate. HSSE is an important part of GP’s strategy, and the
organisation is focused on continuously improving HSSE parameters through major initiatives and projects.
 1 2 3 4 Annual Report 2023 1111

Our Strategy
Grameenphone will have a clear focus on
sustainability while meeting customers
evolving needs through driving data and the
digital market in Bangladesh, with a strong Customer
emphasis on investing in technology and Experience Sustainability
digital capabilities. The goal is to contribute
to the development of a digitally connected
society and support the government’s
vision of a Smart Bangladesh. This strategic 1
approach demonstrates a commitment Growth Transformation

Strategic Overview
to leveraging technology for growth and
progress in the country.

Our strategy is broken into the following four key Value Drivers

Sustainability Customer Experience Transformation Growth

Sustainability is essential We start and end with We focus on building a Our primary focus

ESG Report
for the environmental, customers with an equal competent, resilient, and is to maintain voice
social and economic focus on both consumer forward-thinking resource and grow our data
cause and we need to and business segments. pool that thrives in driving business faster by
fundamentally rethink the We continuously work a technology-driven embracing new products,
way we function. This is on understanding and business. We enable services, digitisation
at the core of our strategy predicting customer our resources through and innovation. We will
and operations. It focuses needs through hyper a capable organisation continue to explore our
on our entire value chain personalisation and where we will transform core and beyond core

Financial Analysis
and how we are practising building tailored solutions into a machine powered services while maintaining
sustainability across. to fulfil these needs HR with the right structure premium pricing. We
effectively and bring and way of work. In a encourage a culture
Our sustainability strategy efficiency through dynamic technology of continuous learning
starts with business process innovation. We landscape along with and experimentation
environment and will enhance customer evolving customer needs, to develop and provide
stakeholder management, service further by bringing enabling Telco to Telco- new technologies and
while to ensure growth proactive problem solving. Tech journey mostly solutions that meet
enablement through Last but not least, we will relies on stepping up in the evolving needs
spectrum management,
Additional Information
stand on the backbone IT capability and making of businesses and
mitigating disputes of providing network a future fit organisation consumers. Allocate
and driving business leadership through with a competent pool resources to research
friendly regulation for continuous modernisation of resources and diverse emerging technologies
new businesses while in the core network to stay leadership. and industry trends. As
safeguarding against ahead of the competition we make our portfolio
possible risk exposure while ensuring a superior more robust, we strive
from existing and experience for our to become attractive to
emerging areas. We will customers. We aim to partners. We grow along
continue to take a socially be the best in video with the customers and
responsible position experience, ensure the ecosystem players.
through our climate smooth gaming and We continue our effort
management programme, deliver a crystal OTT on digitisation and
strengthening digital experience. simplification, driving
inclusion and youth greater efficiency for our
upskilling, and continuing core operations while
to expand online safety building new revenue
at the national level streams from the beyond
and across new/digital core segment.
businesses.
Seamless Entertainment is

A single Grameenphone
number is everything one needs
to access the world of exciting
entertainment content and
subscription-based services.
Grameenphone envisions a
future of entertainment where
the single number will be the
gateway for immersive content
and virtual-reality experiences.
 1 2 3 4 Annual Report 2023 1313

Telecom Industry and

Regulatory Environment
The Telecom and ICT sector has been a priority of the government as it has adopted Smart
Bangladesh Vision 2041 as a roadmap to transform the country from a Digital Bangladesh to a
smart country by 2041. In 2023, amid macro-economic and political challenges, the Telecom
industry has seen growth with a lower rate. The mobile connection reached to above 190.5
million at the end of December 2023 compared to 180.2 million connection at the end of
December 2022. Same trend has been observed for mobile data subscribers which reached
to 118.5 million at the end of December 2023 compared to 112.5 million at the end of 2022. The 1
industry has seen positive revenue growth as well. All the mobile operators have invested

Strategic Overview
significantly this year in network expansion and improving the quality of services.

Telecom Regulatory Environment

Like the previous years, the telecom regulatory environment remained
challenging towards Mobile Network Operators (MNO) in 2023.
QoS of MNOs remained a top agenda of the BTRC and it continued
monitoring and following up with MNOs imposing quarter wise KPIs.
MNOs also took initiatives to improve network service quality and to

ESG Report
cater to higher data demand, and showed their interest in acquiring
additional spectrum in the lower (800/900 MHz) and mid (2600 MHz)
bands. Dialogues are ongoing with the BTRC, however, discussions
have not been concluded yet. Spectrum roadmap also came onto the
discussion table. The telecom regulator initiated several consultation
processes on policy and regulations. During the consultation on data
floor price, MNOs opined that market dynamics should determine
the data price which BTRC finally adopted. To simplify the customer

Financial Analysis
journey, BTRC conducted discussions with the MNOS and finally the
data product portfolio was reduced to 40 products from the existing
85 products. There have been industry consultations and initiation on
reforming some other policies and regulatory issues such as National
Broadband Policy, 2G VAT and late fee amendment, OTT guideline,
Cyber Security Act, Data Protection Act, NTTN licence amendment
etc. A trial on national roaming between BL and TT also received
approval from the regulator.

The telecom regulatory environment in Bangladesh remained

Additional Information

challenging throughout the year 2023 and it is less likely to be

improved soon. The ongoing industry collaboration needs to be
further strengthened to shape the regulatory framework and make it
predictable and investment friendly.
 14 Grameenphone Ltd. 1 2 3 4

Stakeholder Engagement
We identify stakeholders as individuals, communities and organisations that may be affected by and/or may
influence our business.

The Company’s business sustainability and long-term value depend on our understanding and response to the
needs of valued stakeholders. As a part of our business process, we maintain relationships with key stakeholder
groups and engage in dialogue to learn from them; constructive dialogue helps shape our strategic priorities and
refine our approach in the market. The following chart presents a summary of our main stakeholders and some
examples of how we engage with them.

Our Goal Who we engage with How we engage

Customers • Call centres, retail outlets, MyGP app, Website,

Investing in online tools, products and messaging and USSD channels
services designed to give our customers a • Social Media platform: Facebook and Grameenphone
greater level of control in their interactions website
with us • Our continuous effort is to enable 100% self-service
for customers through apps
Communities • Partnering with communities in sustainable initiatives
Engaging in sustainable development • Investing in social sustainability projects as part of our
initiatives that strengthen the socio- corporate social responsibility
economic lives of people in the • Investing in public participation projects and initiatives
communities in which we operate that give back to society, e.g. the FutureNation
programme with UNDP
• Partnering on key areas including education and
gender-based programmes
Governments and Regulators • Participation in consultations and public forums
Providing value against access to • Submission and engagement on draft regulations
spectrum and operating licences. and bills
Engaging in dialogue to seek the best • Engagement through industry consultative bodies
balance in regulatory measures that pose
potential cost implications
Investors & Shareholders • Dedicated investor relations office as the focal point
Providing sustainable financial capital for investor updates
required to grow, presenting operational • Investor engagements that include roadshows,
feedback to management, and improving conferences and meetings
Long reporting practices • Annual and interim results announcements
term • Annual General Meetings with shareholders to update
value them on business strategy
creation • Investor Relations page(s) on website
Employees • Internal engagement and collaboration initiatives
We engage with employees to build a • Strategy sessions and updates
workforce which is capable of driving • Leadership development programmes
corporate strategy through their • Functional skill development programmes and forums
engagement, collaboration, leadership,
skills, competencies and responsible • Through cross functional projects and task forces
business • Awareness of responsible business
Suppliers • Supplier engagement forums and ongoing site visits
Working in close conjunction with • Inspections and Audits
suppliers to improve our ability to offer
cost-effective, quality products and
services through cutting-edge technology
Business partners • One-on-one and virtual business meetings
Collaborating closely with business • Training sessions on new products and services
partners, a key interface with our
customers and custodians of our brand • Market visits
and reputation, to ensure our strategy of
delivering the best customer experience
Media • Media session and press release
Keeping media abreast of operational • Media advocacy and thought leadership
facts, developments, and new products • Product launches and events
and services, as they are a critical contact • Media query, crisis and change management
point for our external stakeholders
• Reputation drives and initiatives
 1 2 3 4 Annual Report 2023 1515

Value Added Statement 2023

in ‘000 BDT

2023 2022

Value Added

Revenue 158,715,818 150,403,469

Other income including interest income 359,225 165,552
Indirect taxes 47,593,000 42,886,244

206,668,043 193,455,265 1
Less: Cost of network and services 42,188,872 38,525,964

Strategic Overview
Available for distribution 164,479,171 100% 154,929,301 100%

Distributions
Employees 8,107,744 4.9% 9,238,892 6.0%
Government 85,034,219 51.7% 83,815,281 54.1%

Providers of finance:
Financial institutions 5,708,873 3.5% 3,885,844 2.5%
Shareholders 16,878,750 10.3% 29,706,600 19.2%

ESG Report
115,729,586 70.4% 126,646,617 81.8%

Value reinvested and retained

Depreciation and amortisation 32,321,703 19.6% 27,899,584 18.0%
Retained profit 16,427,882 10.0% 383,100 0.2%

48,749,585 29.6% 28,282,684 18.3%

Financial Analysis
164,479,171 100% 154,929,301 100%

Distribution
51.7%
10.3% of Value Added Additional Information

Government 3.5%

Shareholders
2023
Financial
institutions 19.2%
19.6%
Depreciation & 2.5%
Amortisation 54.1% 2022
18%
Employees
4.9% 6%
 16 Grameenphone Ltd. 1 2 3 4

Contribution to National Exchequer

As one of the largest contributors to the National Exchequer for the last several consecutive years, we take
responsibility for contributing to the social and economic development of the country in which we operate,
and we remain committed to acting with integrity, honesty and transparency in the creation and execution of
our tax strategy, policies, and practices.

As a major investor, taxpayer, employer and purchaser of local goods and

services we contributed more than BDT 121.8 billion (2022: BDT 104.3 billion)
to the public finances of governments in the jurisdiction in which we operate.

BDT 121.8 BDT 37.7 BDT 60.1 BDT 24.0

billion billion billion
billion
was paid as direct taxes was collected and paid as was paid as other
(2022: BDT 34.8 billion) indirect tax contributions contributions
(2022: BDT 53.6 billion) (2022: BDT 15.8 billion)

The major tax types included in the above are:

We paid BDT 28.3 billion (2022:
Thus, we paid BDT 0.52 in
24.1 billion) corporate taxes on
corporate tax for every BDT 1 we
profit before tax of BDT 54.3 billion
generated in profit before tax.
(2022: 52.0 billion).

We collected from our customers

and deposited BDT 46.8 billion Thus, we contributed BDT 0.29 in
(2022: 42.5 billion) in output value- output taxes for every BDT 1 we
added tax, supplementary duty, generated in revenue.
surcharge, and other forms.

We withheld BDT 12.4 billion (2022: 13.1 billion) as withholding tax and
value-added tax from payment to suppliers, employees and shareholders
and paid it to the relevant tax authorities on their behalf.

We paid BDT 10.2 billion in customs and import duties (2022: BDT 8.8 billion).

We paid BDT 24.0 billion (2022: 15.8 billion) with BTRC as revenue share,
contribution to social obligation fund, spectrum usage charges, spectrum
assignment fees and for purchase of spectrums.

Average contribution to national exchequer

as a % of average revenue

73.14% 59.69%

2022-2023 1997-2023
 1 2 3 4 Annual Report 2023 1717

Enterprise Risk Management

Grameenphone Ltd. operates in a dynamic industry that exposes it to various uncertainties, both risks and
opportunities, which may impact its business. With the goal of earning competitive returns at acceptable risk levels,
the Company maintains a rigorous enterprise risk management (ERM) process. To effectively capture and address
enterprise risks, a separate risk function has been established under the Chief Risk Officer (CRO). This process is based
on a structured framework comprising policies, procedures, and tools that ensure the identification, assessment, and
treatment of risks and opportunities to support the achievement of Grameenphone’s ambitions and goals.

Our Risk Management Process

The ERM framework of Grameenphone is framed broadly Scope, Context, Criteria
on international risk management standard ISO 31000:2018
Risk Management- Guidelines and the COSO ERM Integrated 1

Communications and

Monitoring & Review

Risk Assessment
Framework. The Company has drawn upon the experience of

Strategic Overview
Construction
different risk management contexts to identify and prioritise Risk Identification
risks and create an effective link between strategy formulation
Risk Analysis
and risk mitigation.
Risk Evaluation
Risk management is an ongoing process and is integrated
into the business across the organisation. All functions are
required to be accountable for risk management within their
Risk Treatment
areas of responsibility and ensure that risk management is
embedded in their day-to-day business processes. To increase Recording & Reporting
its effectiveness throughout the process, Risk Management

ESG Report
Forums have been established within the Company to ensure Grameenphone Risk Management Process

ownership and active participation from different functional

areas. We regularly conduct forum discussions, rigorously monitor risks and mitigation actions, and report key risks
to the Management and the Board.

Grameenphone recognises the importance of adapting its ERM process in line with its growth and the rapidly
changing world. Factors such as technological advancements, geopolitics, environmental issues, socioeconomic
changes and regulatory environment can all give rise to emerging risks, which need to be identified and treated

Financial Analysis
appropriately. To address these risks, Grameenphone has been continuously evolving its ERM process. The
Company utilises its line of defences to ensure that emerging risks are detected early and addressed effectively.

Our Key Risks

During the financial year under review, the Grameenphone ERM function reviewed, monitored and reported the
significant risks of the Company and the mitigating measures were evaluated by the Management and Board on a
regular basis. This is to ensure that the Company’s risk management framework continues to effectively promote
and enable the identification, monitoring, and mitigation of risks across the organisation.
Additional Information
Below are some key risk areas identified at Grameenphone

Financial Regulatory Modernisation Operational Strategic Sustainability

Key Risk Area Risk Description Risk Response

Financial Risk Financial risk includes credit risks, liquidity The Company’s financial risk management is
risks, currency risks and interest rate risks. governed by Treasury Policy as approved by
the Board of Directors.
The Company’s principal financial assets
include trade receivables and others, cash and The Company is exposed to credit risk,
short-term deposits that arise directly from its liquidity risk and market risk related to its
operations. The Company’s financial liabilities financial instruments.
mainly include trade payables and others,
lease obligations and loans and borrowings. Grameenphone’s exposure and responses
The main purpose of these financial liabilities to the mentioned financial risks are disclosed
is to finance the Company’s operations. under note 39 to the financial statements.
18 Grameenphone Ltd. 1 2 3 4

Key Risk Area Risk Description Risk Response

Regulatory Grameenphone’s operations are subject to The telecom regulatory environment in
Risk requirements through sector specific laws Bangladesh has remained unpredictable and
and regulations. Regulatory developments challenging throughout 2023 and it is likely to
and regulatory uncertainty could affect the continue in this manner in the near future. For
Company’s results and business prospects. the telecom industry to grow and prosper,
The introduction of, or increase in, sector it needs collaborative and constructive
specific taxes and levies may impact the engagement to make the regulatory
business. framework predictable and investment
friendly.
The Company depends on licences, access
to spectrum, and numbering resources to Grameenphone has been maintaining
provide telecommunications services. If constructive engagement with the relevant
the Company is not successful in acquiring/ stakeholders to address current and emerging
renewing spectrum licences or is required challenges.
to pay higher rates than expected, this
might impact our business strategy. Further, Regarding updates on the Telecom Industry
unforeseen events may disrupt in roll-out and Regulatory Environment, please see page
plans, resulting in risks of deterioration of 13 of the Annual Report.
network quality. In a nutshell, every change For further information on tax, legal and
in regulations may affect the growth and regulatory contingencies please see note 45 to
sustainability of the Company as well as the the financial statements.
industry either positively or negatively.

The risk is particularly high with issues related

to regulatory and tax disputes, renewal of
licences and general unpredictability in the
business environment. Grameenphone still
faces regulatory scrutiny of its operations and
has several unresolved regulatory and legal
cases pending.
Modernisation The introduction of new technologies, Grameenphone has been continuously
Risk digitalisation and changing consumer focusing on innovation, network
behaviours open new business models in the modernisation and implementation of up-to
telecom sector, leading to structural changes date technology and acquired the maximum
and new industry dynamics. Grameenphone allowable spectrum to improve service quality
has started embarking on a vital further. We have kept customers at the centre
transformation agenda to adapt accordingly. of every innovation, from the Alo intuitive app
Failure to respond to the changed dynamics, for IoT solutions to industry-first offerings like
and to drive a change agenda to meet mature GP Prime and Tourist SIM.
and developing demands in the marketplace,
will impact the Company’s position in the We focus on building a competent, resilient,
value chain, service offerings and customer and forward-thinking resource pool that
relationships. thrives in driving a technology-driven
business, robust organisational capabilities
The transformation agenda also includes the and enabling culture. In 2023 we have
risk of not being able to sufficiently acquire; continued our journey towards future-fit
upskill and retain competencies and talents capabilities and operating model by taking a
needed for the evolving business dynamics. 360-degree modernisation approach across
various functions of the organisation.
Operational Grameenphone operates in a dynamic Grameenphone has been investing
Risk industry. The quality and reliability of significantly in expanding and modernising
Grameenphone’s telecommunications the network to ensure a substantial increase
services depend on the stability of its network in coverage and reliability. Our commitment to
and the networks of other service providers. innovation is evident in advancements in 4G
Any repeated, prolonged or catastrophic and 5G readiness, increased fibre connectivity
network or IT system failures could damage and resilient network support during natural
the Company’s reputation and financial disasters.
performance.
 1 2 3 4 Annual Report 2023 1919

Key Risk Area Risk Description Risk Response

Cyber-attacks may disrupt services and A huge amount of fibre connectivity is now a
damage critical infrastructure. This may have core part of Grameenphone network topology
a severe impact on the Company’s reputation that is exposed to be accidentally damaged or
and financial performance. Technological interrupted due to road expansion activities.
development and complexity continue to drive Grameenphone has invested in redundant
connections and increased proactive
the risk of cyber-attacks, and especially of
activities significantly to reduce the probability
advanced cyber threats.
of incident.
Grameenphone handles substantial volumes Grameenphone continuously focuses on
of confidential information. Loss, alteration or providing security awareness for employees
unauthorised disclosure of such information, as well as partners. We are promoting security-
first culture as one of our strategic initiatives.
may adversely affect the Company’s business
and reputation.
Grameenphone continues to invest in people, 1
organisation, partners. and technology to

Strategic Overview
Political instability and violence, including uplift the security posture even further. For
more information, please refer to the Cyber
social unrest, terrorist attacks etc., may
Security part of the Annual Report (page 27).
prevent the Company from operating its
For other operational risks, we have
business effectively.
implemented necessary controls and
monitoring system where needed.
Strategic Risk Strategic risk refers to the events or decisions In 2023, Grameenphone performed a
that could potentially stop an organisation comprehensive risk assessment exercise
from achieving its objectives and strategic and identified some strategic risks during
goals. Poor strategic decision, changes in the strategy formulation phase, which are

ESG Report
key management, shift of customer needs, being continually monitored and addressed
through our risk management process. We
reputational damage, failure to adopt changes,
are increasingly focusing on anticipating and
etc. can have a severe impact in the long term
proactively mitigating any risks that may arise
for an organisation. during the strategy period.
Grameenphone operates in a highly complex Grameenphone continues to invest in
environment. New technologies, increasing its technology and digital capabilities to
become a telco-tech Company enabling a
modernisation, and evolving customer
digitally connected society. Through strategic

Financial Analysis
demands create risks that can disrupt
partnerships, innovation, and collaboration,
operations, weaken cyber security, and harm we have established a firm foundation for
the organisation’s reputation or financial sustained growth and success, positioning
position and above all, leave the organisation ourselves to tackle emerging challenges and
unable to achieve its business objectives. seize new opportunities.
Sustainability Grameenphone is committed to doing Sustainability is at the core of our strategy
Risk business in a responsible way that helps and operations. It focuses on our entire value
create value for its people, shareholders and chain and how we are practising sustainability
society as well as keeping the planet habitable across it. We will continue to take a socially Additional Information
for future generations. responsible position through climate
management programme, strengthening
The challenges related to climate change, digital inclusion, youth upskilling, and
health and safety, social security and welfare, expanding online safety at the national level
data privacy and human rights may impact the and across new and digital businesses.
progress of Grameenphone’s long term value Grameenphone will continue to strive for its
creation. supply chain sustainability efforts to have a
positive impact on the business as a whole,
Further, challenges in supply chain and in the societies in which it operates and
sustainability may impact our long-term is committed to maintaining responsible
business success. Grameenphone believes business practices throughout its entire supply
chain, ensuring that its partners maintain the
that partnership and cooperation with
same standards.
suppliers and industry peers are vital to
In 2023, Grameenphone has been recognised
achieving its ambitions within supply chain
locally and globally for sustainability initiatives
sustainability.
through esteemed awards such as the
Sustainability Award from Daily Star and CSR
Window and also by Bloomberg as the highest
ESG scorer among Bangladeshi firms. For
more information, please refer to the ESG part
of the Annual Report (page 20).
20 Grameenphone Ltd. 1 2 3 4

Environment, Social
and Governance
(ESG) Report

Grameenphone is committed to doing business in a responsible way

that helps to create value for its people, shareholders and society as
well as keeping the planet habitable for future generations. The growing
focus on sustainability is essential in Grameenphone not only to ensure our
environmental responsibility and social equity but also to drive innovations and
operational efficiency. In the dynamic landscape of 2023, Grameenphone has remained at the forefront,
unwavering in its commitment to spearhead digital transformation within society. The Company’s
endeavours have been focused on cultivating digital skills and resilience amongst youth to prepare them for
economic opportunities, digital inclusion of marginal communities, especially women, adherence to guiding
principles for business and human rights, and finally high focus on actions to combat climate change.

While Grameenphone has steadily built up the social impact portfolio focusing more on the social side,
moving forward in 2024 our ambition is to further build on our position, with a greater focus on Climate and
Environment actions with attention to renewable energy (RE) access through the enablement of Corporate
Power Purchase Agreement (CPPA) policy.

In 2023, Grameenphone has been recognised locally and globally for sustainability initiatives through
esteemed awards such as the Sustainability Award from Daily Star and CSR Window and also by Bloomberg
as the highest ESG scorer among Bangladeshi firms. There has been extensive participation from
Grameenphone in sustainability and climate forums followed by media coverage to raise awareness on
relevant issues where more attention is required.

In its pursuit of becoming more future-ready through modernisation, Grameenphone has set ambitious goals
aimed at fostering a gender-inclusive and skill-centric workplace environment. Notably, the organisation
achieved a gender diversity ratio of 19.8% as of December 2023, marking the highest figure recorded over the
past decade, with 11.5% women representation in the Extended Management Team.

Grameenphone remains dedicated to its commitment to maintaining ethical standards, transparency, and
effective corporate governance practices. In alignment with this dedication, the Company undertook a
thorough human rights due diligence exercise within the organisation. Furthermore, a key priority throughout
the year has been the enhancement of existing governance procedures, specifically concerning privacy
measures and the management of authority requests. These efforts aim to safeguard and efficiently manage
data privacy and information security in all operations.

In its journey throughout 2023, Grameenphone has proactively worked to uplift the areas of impact
for environmental, societal, and governance ambitions, while ensuring the attainment of stakeholder
expectations in harmony with long term business development objectives.
 1 2 3 4 Annual Report 2023 2121

Our Mission Environment

Grameenphone has always had environment as a core strategic focus and being a responsible corporate citizen
is an early adopter of climate initiatives, committed to climate change prevention

Material Topics

1. Climate Change
As Bangladesh navigates the challenges of climate change, Grameenphone is in pursuit of the ambitious
target committed to SBTi standards aligned with the Paris Agreement Goal.

Ambition
The climate goal is to achieve a 50% reduction in CO₂ emissions from Scope 1 and Scope 2 by 2030,

Strategic Overview
benchmarked against the 2019 baseline of 220,000 tons CO2 emissions, recognising the imperative
to address the exponential growth in energy usage through access to renewable energy. In 2023,
Grameenphone has established a project team and taken an integrated approach to expedite the three
primary approaches to access renewable energy.
Acquiring green electricity from the grid via the Corporate Power Purchase Agreement (CPPA)
model is vital for meeting Grameenphone’s climate objectives. Consequently, it is crucial to address
governmental policies and regulations to enable access to renewable electricity. Within these
frameworks, renewable energy producers have the opportunity to provide electricity to large corporate
power consumers across the country through the national power grid managed by distribution
companies, also supported by the wheeling policy. Government support to enable the climate policies
is thus crucial not only for supporting the private sector such as Grameenphone to achieve climate 2
ambitions but also to achieve national green energy ambitions.

ESG Report
Towards Grameenphone’s environmental responsibility, the Company diligently has ensured the
deployment of advanced eco-friendly solutions to create an energy-efficient network. Through a
variety of initiatives, including energy efficiency and procuring Energy Attribute Certificates (EACs) for
renewable energy sources, it strives to curtail its carbon footprint. Furthermore, Grameenphone is
actively engaging with suppliers to mitigate the environmental impact across its supply chain, aligning
with its Scope 3 climate targets.
Since 2010, Grameenphone has implemented an Environment Management System (EMS) aligned with

Financial Analysis
ISO 14001 standards, with the ambition to eventually certify the system according to the standards.
This system serves as a structured approach for identifying and achieving environmental goals while
ensuring continual evaluation and enhancement of environmental performance. By adhering to this
framework, Grameenphone is committed to effectively managing its environmental impact and
promoting sustainability practices within its operations.

Key Highlights 2023

• Grameenphone marked its inaugural contribution to the renewable energy ecosystem through
procurement of Energy Attribute Certificates (EACs), tradeable certificates symbolising the
environmental benefits of renewable energy generation, empowering corporates to declare
their commitment to renewable energy usages and climate objectives. In 2023, Grameenphone
Additional Information

purchased 46.23 gigawatt-hours (GWh) of EACs, resulting in the reduction of 26,766 tons of CO2
emissions, which represents a significant 9.26% reduction in emissions from its network operations.

• Throughout the year, continuous advocacy efforts have been undertaken to facilitate the
enablement of the CPPA Policy. Grameenphone has made strategic alliances involving collaboration
with the government, development partners and the private sector including UNDP, USAID Badge
project, H&M Bangladesh, The Earth Society, and Climate Parliament Bangladesh.

• Grameenphone played a prominent role in sponsoring and actively participating in the Regional
Climate Summit-2023, presented the platform for discussing the future of energy. The collaboration
led to the incorporation of the need for CPPA policy in the summit declaration, signifying a substantial
advancement in policy support. Efforts remain to translate this declaration into active policy.

• On World Environment Day 2023, a Round Table Discussion was organised at GPHouse. This event
gathered key stakeholders, including the country economist of UNDP, the Ambassador of Norway,
Independent Power Producers (IPPs), multinational brands with aligned goals, and a distinguished
renewable energy expert & professor, with the primary aim to bolster Grameenphone’s climate
positioning and emphasise the significance of the CPPA policy in Bangladesh.

• In 2023, Grameenphone has converted 15 Generators + Solar sites to Commercial Power + Solar
Hybrid sites. These Hybrid sites provide additional savings of more than 128,300 litres of fuel, which
is around 205 tons of reduced CO2 emissions per year.
 22 Grameenphone Ltd. 1 2 3 4

• Grameenphone actively fosters internal awareness programmes, exemplified by its

commemoration of “World Nature Conservation Day” in 2023. The Company organised a two-day
tree fair and initiated a tree plantation drive, promoted the cessation of single-use plastic at the
workplace, and encouraged green commuting through a cycling rally among employees.

2. Water
Grameenphone aims to reduce its water footprint and enhance water availability in the communities
where it operates.

Ambition
Maintaining treatment of 100% wastewater before draining out every year.

Key Highlights 2023

In 2023, water usage increased by 16% compared to 2022, primarily due to heightened cleaning
frequency.

3. Waste
Reduce, Reuse and Recycle (The 3R’s) policy helps to reduce e-waste as well as general waste and
conserve natural resources.

Ambition
Grameenphone has an ambition to recycle 100% e-waste and lead acid battery to reduce adverse
effects on the environment and support a circular economy.

Key Highlights 2023

• By December 31st 2023, over 221 tons of e-waste, including GSM devices, microwave antennas, IT
equipment, and other electronic accessories, have been recycled through our partnering recycling
facilities. Recycling operations adhere to ISO 14,000, OSHAS 18,000, and R2 standards, conducted
both domestically and internationally.
• Recycling of 100% used lead acid batteries has been set as the Company’s internal KPI. In 2023,
Grameenphone recycled 29,975 old lead acid batteries.

4. Disaster Response Initiatives

Grameenphone has had a keen eye for identifying needs of the society, especially in times of natural
calamities and disaster, and has been supporting the nation in times of such crises.

Key Highlights 2023

In 2023, Chattogram division was severely hit by flash floods. In partnership with the Bangladesh Red
Crescent Society, Grameenphone provided food relief packs to 10,000 families to shoulder their
suffering. In addition, five water purification plants were deployed to distribute safe drinking water that
benefited 7,500 households. In total this effort benefited over 80,000 individuals.

Our Mission Social

Grameenphone is committed to reducing inequalities and empowering societies by ensuring access to
connectivity, focusing on digital inclusion, as well as addressing the critical needs of society at times of crisis and
disaster. The ambition is to empower societies by reducing inequalities (SDG10), empowering women and girls
(SDG5), and helping enable quality education (SDG4) through our services, social impact initiatives, and responsible
business practices. Grameenphone is committed to maintaining responsible business practices throughout its
entire supply chain, ensuring that its partners maintain the same standards and respect human rights.
Material Topics

1. Youth Upskilling

Grameenphone Accelerator leaps forward to regional space

Grameenphone Accelerator has launched a smart regional entrepreneurs hunt with ‘Jelay Jelay Smart
Uddyokta’ programme, designed to uplift and enable the regional youth towards entrepreneurship
 1 2 3 4 Annual Report 2023 23
23

to solve local challenges and encourage the youth to innovate local solutions. The programme has
connected 27 community builders who have nationwide awareness and outreach. The programme
will host 20 bootcamps and pitch competitions across 20 districts, identifying and rewarding the top
20 potential entrepreneurs. This effort is aligned with Bangladesh’s goal of becoming a Smart Nation,
leveraging the potential of its youth demographic.

Grameenphone Academy paving the way towards youth empowerment and innovation
Grameenphone Academy is our youth upskilling platform for bridging between academia and
industry with a blended learning approach through the Learning Management System (LMS) www.
grameenphone.academy. Launched in May 2022, the academy currently has 73,500+ registered
students, of which 55,577 were enrolled in 2023 from 170+ academic institutions, which grew organically.
52% received certification from the total enrolled students compared to the market average of 3-10%.
The National University of the country is on top in terms of course completion. 10,800+ female students
got certification from this platform which is 30% of the total number. 22 onsite sessions have been

Strategic Overview
conducted for the premium master classes by National Leaders, Grameenphone CXOs and senior
leaders along with Youth influencers connecting more than 10,000 students. The academy collaborates
with ICT ministry, A2i (Muktopath), university clubs and youth led organisations to transform more youth
into smart citizen. Honorable ICT State Minister, Zunaid Ahmed Palak, conducted a leaders’ masterclass
for academy students and accepted 10 concept papers from the students on innovative ideas.
Grameenphone Academy has an ambition of 80,000 certifications by the end of 2024. Currently,
20% of the students are outside of Dhaka. The major focus areas of learning from this platform are
Career Readiness, Digital Skills, Cyber Security, Freelancing and Entrepreneurship. The academy has
collaborated with Cisco Network Academy for courses on Cyber Security and programming language.
Other content providers are Coderstrust, Creative IT, Brightskills and amarischool.
2
FutureNation, connecting youth to economic opportunities

ESG Report
FutureNation, a Public, Private, Development Partnership (PPDP) programme with UNDP and BIDA, was
introduced in November 2021 to enable the youth of Bangladesh to have economic opportunities. With
this vision, FutureNation launched the FutureNation platform (https://futurenation.gov.bd/) in September
2023. This platform offers a self-assessment tool for youth to assess employability preparedness, and
offers different learning opportunities such as courses like Business and Social English by the British
Council, Software Product Management, Cyber Security & Ethical Hacking, Blockchain Technology,
Artificial Intelligence & Machine Learning, Data Science & Analytics courses from Coursera and custom
made courses on UI/UX Design, Digital Literacy, Android App Development, Professional Video Editing,

Financial Analysis
Motion Graphics through its Learning Management System (LMS). The platform also offers opportunities
to connect to employment opportunities through the Recruitment Engine. More than 20,000 youth have
registered on this platform in 2023.

Ambition
In 2024, Grameenphone aspires to upskill 100,000 youth combinedly through Grameenphone Academy,
GP Accelerator and FutureNation initiatives.

2. Online Safety Training for Marginal Communities focusing on women

At Grameenphone, our unwavering dedication to online safety drives us to tirelessly cultivate a secure
Additional Information

digital environment for our community - from children to parents, teachers, and guardians. We firmly
believe that digital skills and online safety are indispensable tools that empower individuals to not only
enhance their lifestyles but also harness the full potential of technology. With Plan International, we
embark on a transformative journey to train 2.3 million vulnerable people across 19 districts with vital
digital skills by 2025.

Our commitment has not only been a pledge but a series of impactful actions in 2023:
• Directly trained over 141,000 school children and 1,200 teachers from over 600 schools from
vulnerable communities, fostering digital empowerment at the grassroots level.
• Extended our reach to the farthest corners through collaboration with the Bangladesh Community
Radio Association, ensuring no community is left behind and a continuing the education on online
safety and digital skills
• Conducted comprehensive digital skills and online safety assessments for the baseline survey
across 19 districts, laying the groundwork for targeted interventions tailored to local needs.
• Engaged in 28 inspiring youth-led sessions nationwide, amplifying the voices of young advocates
and catalysing change at the grassroots level.
• Celebrated Girls Takeover Day, a powerful tribute to the boundless potential and power of girls
worldwide, by creating an opportunity for a member of the vulnerable community to roleplay as
Grameenphone CEO for a day.
24 Grameenphone Ltd. 1 2 3 4

This year also marks a significant milestone as we announce a renewed partnership with long-lasting
global partner UNICEF Bangladesh. Our Partnership with UNICEF will strengthen digital literacy and
secure ethical and responsible use of digital technology for school children which has the potential to
reach 10 million, including children and teachers.

3. Gender Diversity, Equality, And Inclusion

Grameenphone strongly believes that a gender balanced workplace is essential for better business
performance and to master innovation. It is about creating services and solutions collectively that
address the different perspectives of our employees, customers, stakeholders and partners. We
continue to work with a broader agenda that includes gender, inclusive culture, skills and competence.

Ambition
Grameenphone has been working towards a better balance in female representation in the organisation
to become a balanced future fit workplace. The focus is building a critical mass, developing successful
female leadership, competence development and creating an inclusive culture. With the commitment
from the leaders and the management team, year-on-year we have seen a strong positive movement
since 2018. As of 31 December 2023, the female:male ratio stands at 19.8%. Special development
initiatives focusing on more than 200 female talents were undertaken throughout the year. Soft Skills
and Future Skills Development has been a top development area for female talent in the leadership
pipeline. For developing an inclusive culture there have been focused trainings and workshops with
the extended management team. We will continue to drive this journey at full momentum to reach
our ambition of 23% by 2026 and further set the standard of inclusive culture in Grameenphone as a
benchmark in the local market and beyond.

Key Highlights 2023

Gender Diversity has been delivered objectives through a structured project for the 6th year.
• Women representation in the Organisation 19.8%.
• Women representation on the Board 20%.
• Women Representation in the Extended Management Team 11.5%.
• Women representation among new recruits 31.4%.
• 30% female participation in Global Development Programmes.
• Female representation is now present at all levels across Grameenphone, including management as
we onboarded a female CHRO.
• Keeping inclusion at the core, both management and employee pledge to create a more equitable
workplace emphasised through gender based speak up sessions. The “Flexi-Break” concept
introduced for females working in sales roles in circles to allow them flexibility during their periods.
This year, Grameenphone won the Star DEI Team of the Year in the Special Mention Category from
FICCI for the well-rounded, structured and sustainable efforts to increase diversity, equity and
inclusion in the organisation.

4. Health, Safety and Security Performance

Grameenphone promotes high standards within Health, Safety and Security (HSS) to ensure a healthy,
safe and secure workplace. Ensuring well-being and a sustainable work-life balance empowers
employees to perform in their roles and makes Grameenphone an attractive employer.

Ambition
Grameenphone’s HSS ambition is to create an advanced HSS culture across the value chain as an
integral part of the business. Strategic priorities and business goals have been initiated, keeping HSS
at the core. The HSS step-up journey focuses on the dimensions of leadership and commitment,
organisation and competence, work management system and governance, ownership and teamwork,
as well as in reporting and communication.
Efforts are ongoing to mitigate the main three risks - working at height, road safety and fire safety
-through the hierarchy of control (elimination, substitution, engineering control, administrative control,
and PPE). Specific focus has been given to high-risk functions, i.e., Commercial and Technology -
employees, distribution field forces, and business partners, through risk analysis and management,
travel safety, cash management and fire safety. An emergency preparedness guideline and other safe
operation procedures have been developed and shared with all relevant stakeholders.
 1 2 3 4 Annual Report 2023 25
25

Key Highlights 2023

HSS step-up journey

• Improved HSS reporting culture- Safety leading incident (near-miss, unsafe act/condition) reporting has
increased by around 200% (3,052) in comparison with 2022 which indicates a positive safety culture.
• HSS Competence Building- Total training hours for employees 4,545 hours and total training hours
for suppliers 10,354 hours. The trainings covered major topics including leading indicator reporting,
work at height certification training, road safety & defensive driving training for transport drivers,
and firefighting and evacuation drill training.

Risk Analysis & Management

• Hazard Identification Risk Assessment and Risk Control (HI-RA-RC) for high-risk functions of
Commercial, Technology, Finance and People & Organisation has been completed. Currently
implementation of the outcome of HI-RA-RC is being worked on.

Strategic Overview
Road Safety
• “Driving after dark” and “Usage of 2/3 wheelers” improved significantly in the daily operation
of Commercial and Technology. In the Commercial value chain, 2/3-Wheeler usage guidelines
implemented and driving after dark has been reduced by 60%. In Technology, deep dark hour travel
(11 pm to sunrise) per day has reduced by 70%. Overall, driving in the dark accidents has reduced by
44% compared to the year 2022.
• Various initiatives like - the safety of riders and different safety rules like ‘No Licence-No Ride’ and
‘No Helmet-No Ride’ etc. have been implemented. Safety speed limit for two-wheeler riders have
been determined and communicated with all Distribution Houses.

Fire Safety 2
• Based on fire safety risk assessment, fire prevention related improvement areas were identified for

ESG Report
all respective GP premises (administrative, warehouse, Switch & Data Centre). Necessary measures
have already been implemented as per the identified areas.
• Firefighting, fire prevention, rescue and first aid training conducted by Bangladesh Fire Service and
Civil Defence for 160 GP employees including emergency responders. In addition, employees were
enrolled on Emergency preparedness awareness session throughout the year to enhance the basic
knowledge of fire safety.

Work at Height

Financial Analysis
• To maintain the Work at Height Safety, 817 work hours of refresher training on Work at height was
conducted for the Technology value chain and ensured only trained riggers were permitted to
climb towers. During tower maintenance activity, solo and unsupervised work at height (above 2
meters) were completely prohibited. Personal protective equipment (PPE) has been standardised
to eliminate the use of sub-standard PPE. In addition, all PPEs were monitored by the supervisors
during on site work.

Cash Management
• SMS Alert for high cash in hand: alert generation for sales field force, when cash in hand upon
exceeding certain amount. Safety toolbox talk is being carried out during daily morning briefing
Additional Information

session.

5. Supply Chain Sustainability

Grameenphone aims to ensure that its Business Partners follow Grameenphone’s standards for
responsible business conduct as set out in the Supplier Conduct Principles (SCP). Compliance risks
associated with Business Partners are identified, assessed, and properly managed throughout the
lifecycle of the relationship. All non-exempt Grameenphone Business Partners (BPs) sign the Agreement
on Responsible Business Conduct (ABC). The ABC legally obligates the Business Partner to abide by the
Suppliers Conduct Principle (SCP), to be transparent, and to remedy any areas of nonconformance with
the goal of continuous improvement. The ABC requires BPs to promote improvements in the relevant
sub-tier supply chain and grants Grameenphone the right to monitor Business Partner performance
across various domain areas, including Health and Safety, Environment, Human and Labour Rights, etc.

Key Highlights 2023

• All suppliers and partners of Grameenphone have endorsed the Supplier Conduct Principles (SCP)
and Agreement on Responsible Business Conduct (ABC).
• Carried out 50 business partner inspections on medium-high risk suppliers which resulted in
identification of improvement areas among the business partners.
 26 Grameenphone Ltd. 1 2 3 4

• 525 major non-conformities, 763 minor non-conformities and 825 observations resulting from
business partner inspection, were followed up and mitigated. 84% Non-conformance close out rate
has been achieved out of the target of 80% at the end of Q4.
• Conducted 10,657 man-hours of capacity building to enhance the supply chains competence and
capabilities.
• Supplier Fatality details:

Q4 ESG Report 2023: SCS Q4 2023 (YTD)

Fatal accidents for First tier Suppliers involved in work/production for Grameenphone 2
Fatal accidents for Lower tiers Suppliers involved in work/production for Grameenphone 2
Work related fatal accidents (Total) 4

Our Mission Governance

Create and maintain sustainable shareholders’ value, safeguard stakeholders’ interest and investor’s trust by
maintaining the highest standards of governance and business conduct.

Material topics

1. Corporate Governance
Grameenphone’s principles and practices for corporate governance define a framework of rules and
procedures for the way business is governed and controlled.

Ambitions
• Bringing the interests of all stakeholders to the fore through our empowered, diverse and inclusive Board.
• Building sustainable and responsible supply chains.
• Ensuring robust compliance and integrity practices.
• Engaging with stakeholders through various channels and earning trust through transparent
communication.
Detailed information on corporate governance is provided in the “Corporate Governance in Grameenphone” section of the Annual Report on page 29.

2. Human Rights
As a part of Grameenphone’s commitment to respect human rights, Human Rights Due Diligence was
conducted in 2023 based on international standards and guiding principles governing Human Rights.
Grameenphone is also undertaking continuous efforts towards awareness and competence building
among employees working in critical areas where human rights are concerned.

Ambitions
As a part of the annual exercise, in 2024, the ambition is to conduct human rights due diligence, take
bilateral discussions and create stronger awareness and understanding of Human Rights related issues
across the organisation through the structured training process.

3. Data Privacy
Being the largest telecommunication service provider in the country with almost 85 million subscribers,
data privacy is of utmost importance for GP. Privacy is one of the biggest concerns for both the data
subjects and controllers in this age of machines and rapidly growing era of sophisticated technologies.
Privacy awareness is also increasing significantly in a society in general. A privacy compliant culture in
the organisation is, therefore, inevitable in enhancing the trust and confidence of everyone related to us.

Ambitions
We strive to build a strong and trusted culture in the organisation respecting the privacy and security of
the personal information of our customers. We invest in knowledge, technology and services to ensure
safe and secure connectivity for our customers and society. These topics are prioritised at all levels
of the organisation, and we continuously train ourselves to understand new threats and concerns. It
remains a priority for Grameenphone to strengthen the link between risks, controls, mitigating actions
and strategic choices, and improve the privacy control framework.
 1 2 3 4 Annual Report 2023 27
27

Key Highlights 2023

Developed, introduced and maintained necessary processes and procedures for risk management,
breach handling, internal controls, inventory management and reporting of issues related to the
processing of personal data of our customers, employees, stakeholders, shareholders, business
partners and others related to us. Reviewed internal privacy governing documents to align with the
current contexts, applicable laws and regulations. Coordinated privacy awareness programme
consisting of e-Learning campaigns and contextual training sessions. Also contributed significantly to
the review of the proposed Data Protection Act.

4. Cyber Security
In an era marked by the proliferation of digital technologies and interconnected networks, the
telecommunications sector has become a prime target for cyber adversaries seeking to exploit
vulnerabilities, gain access to sensitive customer data and disrupt operations. Grameenphone,

Strategic Overview
being the country’s leading telecommunications provider, also recognises the critical importance
of safeguarding customer data, protecting against cyber threats, and ensuring the availability of its
network infrastructure.

Grameenphone’s cyber security strategy is anchored in a proactive and multi-layered approach aimed
at identifying, assessing, and mitigating cyber risks across the organisation. By leveraging industry best
practices and cutting-edge technologies, we endeavour to maintain robust defences and resilience
against evolving cyber threats.

Ambition
2
Grameenphone’s ambition, encapsulated in the motto ‘We always protect society and people in their

ESG Report
digital life,’ drives continuous improvement in security measures. Over the past year, we’ve leveraged
industry-standard security systems to enhance existing controls, protecting our network, systems, and
data assets against intruders. Moving forward, our commitment remains steadfast in staying ahead of
the evolving cyber threat landscape and strengthening our cyber security capabilities.

Key Highlights 2023

• Continuous focus on fostering a security-first culture across the organisation including but not limited to
various awareness programmes for employees as well as partners

Financial Analysis
• Continued investment to achieve increased capabilities and capacity for enhanced visibility of network

• Transformation of the security organisation and onboarding of renowned ‘Managed Detection and
Response’ service provider to ensure continuous cyber threat monitoring and response
• Strategic planning and execution of a comprehensive insider threat programme to address internal
security risks

• Strong focus on business continuity and crisis management to build organisation and technological
resilience to adverse situations that will further mature over the next few years Additional Information

• Deployment of robust logical access control solutions to prevent unauthorised access and ensure a
secure digital environment

• Maintaining high standards of compliance and governance in cyber security, adhering to regulatory
frameworks and industry standards

• Partnerships with industry peers, government agencies, and cyber security organisations to strengthen
our collective ability against cyber threats

ESG Key Figures

ESG Metrics Q1’2023 Q2’2023 Q3’2023 Q4’2023

People & Organisation

Women in total workforce (%) 19.3% 19.39% 19.24% 19.8%
Women on the Board (%) 20% 20% 20% 20%
Women among new recruits (%) 36.4% 12.50% 25% 41%
Women in Extended Management positions (%) 10.9% 11.11% 10% 11.5%
Supply Chain Sustainability
Capacity building of suppliers (man-hours) 2,124 4,749 7,113 10,657
28 Grameenphone Ltd. 1 2 3 4

ESG Metrics Q1’2023 Q2’2023 Q3’2023 Q4’2023

Findings of Child Labour (below 15 years) 0 0 0 0
Percentage of Suppliers signed ABC 100% 100% 100% 100%
Direct Suppliers in scope for ABC 1,057 1,053 987 1,018
Sustainability inspections and audits carried out 0 0 0 50
Climate Change
Total GHG emissions (thousand tonnes CO2e)
75.03 76.37 81.05 49.09
(Market based factors)
Direct GHG emissions/ Scope 1 (thousand tonnes CO2e) 4.36 4.05 4.04 3.80
Indirect GHG emissions/ Scope 2 (thousand tonnes CO2e) 70.67 72.32 77.01 45.29
Asia Scope 1+2 GHG emissions level in relevant year
36.20 138.63 147.12 89.11
compared to emissions in base year 2019 (%)
Total energy use (GWh) 142.91 143.05 150.93 141.20
Number of solar base stations 1,167 1,125 1,094 1,070
Environment
Municipal waste recycled (%) 100% 100% 100% 100%
Digital Inclusion
Mobile Internet users (% of active data users) 54.3% 56.7% 57.9% 56.9%

Other Disclosure

Upcoming sustainability reporting standards but not yet effective

The financial statements of Grameenphone have been prepared following International Financial
Reporting Standards (IFRS) and other applicable laws in Bangladesh. The Trustees of the International
Financial Reporting Standards (IFRS) Foundation created the International Sustainability Standards
Board (ISSB) to improve the global consistency and comparability of companies’ sustainability
disclosures. IFRS guides to disclose regarding new IFRSs those have been issued but are not yet
effective; in the inspiration of such guidance below information is shared:

The ISSB issued its first two IFRS Sustainability Disclosure Standards, IFRS S1 ‘General Requirements for
Disclosure of Sustainability-related Financial Information’ and IFRS S2 ‘Climate-related Disclosures’ on
26 Jun 2023.

IFRS S1 sets out overall requirements with the objective to require an entity to disclose information
about its sustainability-related risks and opportunities that is useful to the primary users of general
purpose financial reports in making decisions relating to providing resources to the entity. Currently
Grameenphone is disclosing Sustainability related risks and responses in the ERM section of the Annual
Report (page 19).

IFRS S2 sets out the requirements for a company to disclose information about its climate-related risks
and opportunities, while building on the requirements described in IFRS S1. Grameenphone’s climate
related target/ambition, commitment, activities and metrics are mentioned above in Environment,
Social and Governance (ESG) report section.

IFRS S1 and IFRS S2 are effective for annual reporting periods beginning on or after 1 January 2024,
meaning stakeholders begin to see information in 2025 based on companies applying the Standards
for their 2024 reporting cycle. Although all public and private companies can apply IFRS S1 and
IFRS S2, the ISSB does not have the right to mandate the application of the Standards. Companies
can voluntarily apply these Standards, and jurisdictional authorities can decide whether to require
companies to apply them.

A key objective of the ISSB is to reduce the complexity associated with various sustainability disclosure
frameworks and standards, to address the reporting burden for companies and to improve the
efficiency of the reporting system through interoperability. The ISSB is working with jurisdictional
representatives through the Jurisdictional Working Group and with organisations, including the
European Commission, the European Financial Reporting Advisory Group (EFRAG) and the Global
Reporting Initiative (GRI) to help achieve this objective. An important priority has been to establish
interoperability between IFRS S1 and IFRS S2 and the European Sustainability Reporting Standards
(ESRS), the GRI Standards and other major jurisdictional requirements.
 1 2 3 4 Annual Report 2023 29
29

Corporate Governance in Grameenphone

The Board of Directors (the Board) recognises the importance of good corporate governance. The Board
is committed to ensuring the sustainability of the Company’s business and operations by integrating good
governance ethics and business integrity into the strategies and operations of the Company. The Board believes
these practices are key to continue delivering long-term shareholders’ value, safeguarding stakeholders’ interest
and maintaining investors’ trust and confidence.

Corporate Governance Framework

As a technology-oriented business entity, Grameenphone
emphasises transparency, accountability and compliance,
which are the essence of corporate governance. Board

Strategic Overview
Nomination
Grameenphone’s high standards of corporate governance and
Remuneration
play an important part towards the Company’s continued Committee
growth and success. The Company’s highest standards of
corporate governance and business conduct help create
and maintain sustainable shareholders’ value, safeguard
stakeholders’ interests and maintain investors’ trust and

Ch

er
confidence. Ethical business practices go hand-in-hand ef
ff

ic
i
Ex
e c u ti v e O
with strong corporate governance, ethical business
practices create trust with the public and ultimately create
shareholders’ value for the Company. The Company, at the
same time expects acts of honesty and integrity from its
2

ESG Report
Board of Directors, employees and suppliers.

Corporate Governance Report 2023

Grameenphone is listed on the Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd. The Board is of
the view that throughout the year ending 31 December 2023, the Company has complied with all the applicable
conditions set out in the Corporate Governance Code 2018 (“the Code”), issued by the Bangladesh Securities and
Exchange Commission (BSEC). The Board continues to monitor and review the Company’s Corporate Governance
practices and makes necessary changes at an appropriate time. At Grameenphone, our actions are always

Financial Analysis
governed by our values and principles, which are reinforced at all levels within the Company to ensure sustainable
success. The disclosures in this report set out our corporate governance framework, practices and policies for
FY2023, with reference to the Code.

Board Matters

a) Board Composition
As of the date of this Annual Report, the Grameenphone Board is comprised of ten (10) Directors, with
eight (8) Non-Executive Directors and two (2) Independent Directors. The Non-Executive Directors Additional Information
contribute diversified qualifications and experience to the Company by expressing their views in an
independent, constructive and informed manner, and actively participating in Board and Committee
meetings. The Directors provide independent judgement and advice on issues relating to the Company’s
strategies, policies, performance, accountability, resources, key appointments, standards of conduct,
conflicts of interests and management processes, with the shareholders’ interests being the utmost
important factor. The Company has also received from each Independent Director a confirmation annually
of his/her independence taking into account the independence guidelines set out in the BSEC Corporate
Governance Code.

Board composition Board diversity

Composition Gender Tenure of Non-Executive Director
Non-Executive 80% Male 80% Up to 3 years 30%
Independent 20% Female 20% 3-6 years 30%
Over 6 years 40%
 30 Grameenphone Ltd. 1 2 3 4

Our business is led by our Board of Directors. They bring years of experience with them. Their breadth of knowledge
guides our decisions and actions. The profiles of the Board members are provided below:

Skills and experience

Mr. Håkon Bruaset Kjøl is a senior corporate and public affairs leader and
has held global and regional leadership roles in the telecommunications
sector across Europe and Asia.

Kjøl is the Chair of the Board of Grameenphone. He is currently the Senior

Vice President, Head of Investment Management and Deputy Head of Asia
for Telenor in Asia. In this role, he is responsible for Telenor’s activities in
Håkon Bruaset Kjøl Malaysia, Thailand, Bangladesh and Pakistan. Kjøl serves on the Board
Non-Executive Director and Chair of Directors of several Telenor Group companies in Singapore, and
CelcomDigi Berhad in Malaysia. He is also a non-executive Director of the
Age: 52 internationally renowned architect and design company Snøhetta AS,
Gender: Male headquartered in Oslo.
Nationality: Norwegian
Appointed: 14 September 2011 Kjøl holds a Master of Business Administration degree from BI Norwegian
Re-elected: 19 April 2021 Business School in Oslo, where he also studied public relations. He has
Committee Membership: None completed INSEAD’s International Directors Programme (IDP47) and INSEAD’s
Certificate in Corporate Governance. He is an ordinary member and a Senior
Accredited Board Director of the Singapore Institute of Directors.

Skills and experience

Mr. M Shahjahan brings decades of experience in finance and operations in
the development sector.

He serves as the Chair of the Grameenphone’s Treasury Committee.

Currently, he is performing as Executive Vice Chairman of Grameen
Kalyan. Earlier he was the Managing Director of Grameen Telecom Trust. In
addition, he was former Managing Director of Grameen Bank. His previous
experience includes serving as the Deputy Managing Director, the General
M Shahjahan
Manager and Head of the Accounts, Finance, Planning, Monitoring and
Non-Executive Director Evaluation Division, Chief of the Audit Department, and the Zonal Manager
Age: 68 of Grameen Bank. Mr. Shahjahan is a member of the Board of Directors
Gender: Male of several Social Business companies that work in the fields of health,
education, agriculture, welfare, renewable energy and telecommunications.
Nationality: Bangladeshi
Appointed: 26 June 2006 Mr. Shahjahan holds a Master’s degree in Accounting and a Master’s degree in
Re-elected: 26 April 2022 Finance from the University of Dhaka. He was awarded ICAB Medal (Silver) for
Committee Membership: passing the ‘C.A. Intermediate’ examination at the earliest eligible chance.
Audit Committee, Treasury
Committee and HSSE Committee

Skills and experience

Mr. Md. Ashraful Hassan has extensive and diversified knowledge in various
business and industrial sectors. He has profound knowledge in projects and
business development, industry setup and management as well as wide
exposure in the local and international market. He has extensive knowledge
in the field of construction engineering.

Currently he is serving as Executive Vice Chairman of Grameen Telecom

and is engaged in promoting and providing easy access to GSM cellular
Md. Ashraful Hassan services in rural Bangladesh. Mr. Ashraf also serves as Executive Vice
Non-Executive Director Chairman of Grameen Distribution Ltd., Grameen Shamogree, Grameen
Knitwear Ltd., and Grameen Fabrics & Fashions Ltd. and CEO & Managing
Age: 63 Director of Grameen Telecom Trust. He serves as a member of the Board
Gender: Male of Directors of several enterprises in the fields of renewable energy,
Nationality: Bangladeshi technology, education, health care, food & nutrition, construction,
Appointed: 20 January 2010 employment generation, and information & communication technology etc.
Re-elected: 19 April 2021
Committee Membership: NRC Mr. Ashraf holds a Bachelor of Science degree in Engineering from Khulna
University of Engineering and Technology (KUET), Bangladesh.
 1 2 3 4 Annual Report 2023 3131

Skills and experience

Ms. Nurjahan Begum has extensive experience in SME and microcredit,
human development, training and education, both locally and
internationally.

She is currently working as Advisor to Professor Yunus, Additionally, she

is serving several Grameen organisations as Chairperson, Director or
Trustee. Ms. Nurjahan is one of the earliest associates of Nobel Laureate
Nurjahan Begum Professor Muhammad Yunus during the establishment of Grameen
Non-Executive Director Bank. She has served as Acting Managing Director and Deputy Managing
Director of Grameen Bank; the Principal of Grameen Bank Central Training
Age: 71
Institute; Managing Director of Grameen Shakti and Grameen Shikkha;
Gender: Female
and a Director of Grameen Foundation, USA. Currently, she also serves as
Nationality: Bangladeshi
Director of Grameen Italia Foundation, Italy, Centre for Mass Education in

Strategic Overview
Appointed: 15 December 2021
Science (CMES), Bangladesh, and also on the Council of Advisors of DSK
Re-elected: 02 May 2023
(Dushtha Shasthya Kendra), Bangladesh. She has been presented with
Committee Membership: None
many awards, including the Susan M. Davis Lifetime Achievement Award,
the World Summit Millennium Development Goals Award, the Outstanding
Contribution to Education Award at Ed Leadership 7th International
Roundtable, and the Yunus Social Business Summit Award.

Ms. Nurjahan holds a Master of Arts degree in Bangla from the University
of Chittagong.
2
Skills and experience

ESG Report
Ms. Tone Ripel brings broad legal experience, corporate governance and
business ethics, in addition to the Board of Directors experience in the
telecom industry.

She currently holds the position of Attorney-at-Law in the Group Legal

of Telenor ASA. She has been working in Telenor since 2013. She started
her career as Higher Executive Officer, advisor and senior advisor in the

Financial Analysis
Tone Ripel Norwegian Competition Authority. In 1999, Tone joined Wiersholm Lawfirm
Non-Executive Director in Norway as an Associated Attorney and Senior Attorney working primarily
with corporate issues hereunder competition law, corruption issues and
Age: 53
regulated markets, which included project management of high-profile
Gender: Female
investigations, crises management and contact with relevant authorities.
Nationality: Norwegian
She has served as Director of the Boards in Total Access Communications
Appointed: 18 October 2020
Public Company Limited (dtac), Thailand (until February 2023), Digi
Re-elected: 26 April 2022
Telecommunications Sdn Bhd, Malaysia and Telenor Norge AS, Norway.
Committee Membership: None
Tone holds a Master’s degree in Law from University of Oslo.
Additional Information

Skills and experience

Mr. Øivind Burdal has deep knowledge of legal affairs with operational and
management experience in Europe and Asia.

He joined the Legal Department of Telenor ASA in 2004 where he practiced

and held managerial positions in several areas. In August 2017, he was
appointed Vice President and Head of Group Legal Asia in Telenor ASA
Øivind Burdal after having served as Senior Vice President and Head of Legal in Telenor
Non-Executive Director Myanmar Limited since July 2015. After obtaining his law degree, he joined
Thommessen Krefting Greve Lund, one of the major law firms in Norway,
Age: 54 focusing on M&A and TMT.
Gender: Male
Nationality: Norwegian Burdal obtained his Law degree (Cand. Jur.) from the University of Oslo,
Appointed: 18 May 2016 Norway, a degree in Business Administration (Bedriftsokonom BI) from
Re-elected: 02 May 2023 BI Norwegian Business School Oslo, Norway, and a Master’s degree
Committee Membership: (LLM, Master of Corporate and Commercial Law) from London School of
Audit Committee Economics and Political Science in London, England.
32 Grameenphone Ltd. 1 2 3 4

Skills and experience

Mr. Irfan Wahab Khan has extensive Executive and Board experience within
Telecoms, Technology Consulting and FinTech having served in the UK,
USA, Norway, Philippines, Saudi, Pakistan, Thailand and Singapore.

He is Chair of the Grameenphone’s HSSE Committee. Mr. Irfan is the SVP,

Head of Portfolio Development at Telenor Asia. Prior to that, he served as
Head of Emerging Asia cluster Telenor Group, Chair of Telenor Myanmar
Irfan Wahab Khan and CEO of Telenor Pakistan. Since joining Telenor in 2004, he has held a
Non-Executive Director several executive positions across Telenor Group. He is presently Chair
of Telenor Bank and Board member IMD Board Governance Community.
Age: 54
Prior to Telenor, Mr. Irfan worked at Orange UK, T-Mobile USA, Telcodia
Gender: Male
Technologies and Ericsson.
Nationality: British
Appointed: 15 September 2023 Mr. Irfan holds a Master’s degree in Mobile and Personal Communications
Committee Membership: from the University of Westminster, London, UK. He also holds qualifications
NRC, Health, Safety, Security and in Financial Management from Harvard Business School, Executive Diploma
Environment Committee (HSSE) in Marketing from London Business School and Advance Management from
INSEAD and a Qualified Board Director from IMD. He is also a lifetime Alumni
of INSEAD.

Skills and experience

Mr. Marius Gigernes is a senior corporate and finance leader and has held
leadership roles in the telecommunications sector across Europe and Asia.

He is currently Vice President and Head of Investment Management Team

in Bangladesh and Pakistan. In this role, he is responsible for Telenor’s
activities in Bangladesh and Pakistan. Previously Gigernes served as a
member of the Investment Management Malaysia and before that, he had
Marius Gigernes several CFO roles in entities within Telenor Group across Europe and Asia.
Non-Executive Director
Gigernes holds a Master of Business and Economics/Siviløkonom from BI
Age: 44 Norwegian Business School. He also has courses from Harvard Business
Gender: Male School and INSEAD. He has completed the Mandatory Accreditation
Nationality: Norwegian Programme by Bursa, Malaysia.
Appointed: 22 February 2024
Committee Membership: None

Skills and experience

Dr. Salehuddin Ahmed was a civil servant of the erstwhile Civil Service of
Pakistan (CSP) with extensive experience in administration working with the
Government of Bangladesh.

He is Chair of the Grameenphone’s Audit Committee; a Professor at the

BRAC Business School, BRAC University, Bangladesh; and a non-executive
Independent Director of ASA International Group plc. He started his career
Dr. Salehuddin Ahmed as a lecturer in Economics at Dhaka University. Dr. Ahmed was appointed
Independent Director as the Governor of the Bangladesh Bank (Central Bank) in May 2005, for
a term of four years up to 30 April 2009. He has also served in leadership
Age: 75
roles with intergovernmental and micro-credit organisations in Bangladesh.
Gender: Male
Dr. Ahmed was awarded the Nawab Sir Salimullah Foundation Gold Medal
Nationality: Bangladeshi
for contributions in Economics. He also received the Distinguished Alumni
Appointed: 12 December 2018
Award from McMaster University, Canada.
Tenure: 2nd Tenure
Committee Membership: Dr. Ahmed holds Master’s degrees in Economics from Dhaka University and
Audit Committee McMaster University and attained his Ph.D. in Economics from McMaster
University, Canada in 1978.
 1 2 3 4 Annual Report 2023 33
33

Skills and experience

Mr. Abdul-Muyeed Chowdhury was a civil servant belonging to the
erstwhile Civil Service of Pakistan (CSP) cadre which he joined in
October 1967. He has extensive experience in administration working
with the Government of Bangladesh in field level assignments as Deputy
Commissioner and Divisional Commissioner as well as at the policy level as
Secretary in several ministries.
He served as an Adviser to the non-party Caretaker Government of
Abdul-Muyeed Chowdhury Bangladesh in 2001 and held charge of five ministries.
Independent Director
He serves as Chair of the Grameenphone’s Nomination and
Age: 80 Remuneration Committee (NRC) and is currently serving as the Managing
Gender: Male Director & CEO of Tiger Tours Limited. He has spent more than three
Nationality: Bangladeshi decades in the civil service of Bangladesh, including as Secretary to the

Strategic Overview
Appointed: 14 September 2020 Government of Bangladesh in charge of various ministries, including
Tenure: 2nd Tenure holding leadership roles as Secretary of the Internal Resources Division
(IRD) of the Ministry of Finance and ex-officio Chairman of the National
Committee Membership: NRC
Board of Revenue (NBR). Among other roles he headed the Jamuna
Multipurpose Bridge Authority and served as ex-officio Secretary of
the Jamuna Bridge Division. In this role, he successfully managed and
completed the largest-ever development project of the country “The
Jamuna Multipurpose Bridge”. He was made a Fellow of the Institution of
Civil Engineers (FICE), UK, for this accomplishment. He was the founder
Chair of the SME Foundation and also Board Member of several other
public institutions. Mr. Chowdhury is a nominated member of the Board
of Directors of several listed companies, and Independent Director of four 2
listed companies including Grameenphone.

ESG Report
Mr. Chowdhury holds a Bachelor of Arts Degree with honours in General
History from Dhaka University and a Master of Arts (1st Class) in Modern
History from the same University. He also attended a certificate course in
Public Administration at the University of Tennessee, Knoxville, USA as a
Fulbright Awardee.

b) Key Features of our Board

Financial Analysis
• All Board Members are Non-Executive Directors;
• Chair of the Board is Non-Executive Director;
• Separation of the roles of the Chair of the Board and the CEO;
• No Independent Directors have served more than six (6) years;
• Chair of the Audit Committee and Nomination and Remuneration Committee (NRC) are Independent
Directors;

c) Role of the Board Additional Information

The Directors of the Board are appointed by the Shareholders at the Annual General Meeting (AGM) and
are accountable to the Shareholders. The Board is responsible for ensuring that the business activities
are soundly administered and effectively controlled. The Directors keep themselves informed about the
Company’s financial position and ensure that its activities, accounts and asset management are subject to
adequate monitoring and control. The Board also ensures that Grameenphone Policies & Procedures and
Codes of Conduct are understood, implemented and maintained at all levels and that the Company adheres
to the generally accepted principles for good governance and effective control of Company activities.

d) Rules of Procedure for the Board

In addition to other regulatory guidelines, the Board has also adopted the ‘Rules of Procedure for the
Board of Directors’ to ensure better governance in the work and administration of the Board. The Board
is also guided by a Delegation of Authority that spells out the practices and processes for discharging its
responsibilities.

e) Board Diversity
The Board recognises the importance of diversity in deliberations and decision-making and has
established its efforts to establish a diverse Board. We believe that our Board has optimum knowledge,
composure and technical understanding of the Company’s business, which, combined with its diversity of
culture and background, stands as the perfect platform to perform and deliver. Grameenphone Board has
approved a policy namely “Local Guidelines Board Diversity” in this aspect.
34 Grameenphone Ltd. 1 2 3 4

f) Process and Criteria for Appointment of new Directors, Independent Director and Top-Level Executives
The Board is responsible for the appointment of New Directors and top-level executives. The Board
delegates the screening and selection process to the Nomination and Remuneration Committee (NRC).
Prior to any appointment of an Independent Director, NRC develops suitable selection criteria for potential
candidates, screens and interviews them before they are formally appointed. This ensures that the Board
composition reflects an appropriate mix having regard to skills, experience, expertise, diversity, and
independence. External consultants can be engaged to assist with the selection process of Independent
Director, if necessary. The NRC makes its recommendation to the Board for the appointment of new
Directors and top-level executives.

g) Induction and Training of Board members

All new non-executive directors and independent directors are introduced to our Company culture through
orientation sessions. The Management Team and senior management provide an overview of operations
and familiarise the new non-executive directors and independent directors on matters related to our values
and commitments. They are also introduced to the organisation structure, services, constitution, Board
procedures, and matters reserved for the Board etc.

h) Board Meetings
The Articles of Association (“AoA”) of the Company requires the Board to meet at least four (4) times in a
year or when duly called in writing by any Board member. Board meetings for the upcoming financial year
are scheduled in advance before the end of the current financial year to enable Directors to plan ahead and
attend the meetings according to the respective meeting schedules. The notice of each Board Meeting is
served in writing well ahead of the meeting. The notice contains the detailed statement of business to be
transacted at each meeting. The Board meets for both scheduled meetings and on other occasions to deal
with urgent and important matters that require attention. Grameenphone’s AoA allows Board meetings to be
held via audio and video conferencing to facilitate the decision-making process. The Board met nine (9) times
during the year 2023 and attendance of the Board members in the meetings was as follows.

Board meeting and AGM Attendance of Directors during 2023

AGM Board meeting number Held

% of
Name of the Director 02 May during the Attended
1 2 3 4 5 6 7 8 9 attendance
2023 tenure

Mr. M Shahjahan*** 9 7 78%

Mr. Md. Ashraful Hassan 9 9 100%
Mr. Håkon Bruaset Kjøl*** 9 8 89%
Mr. Øivind Burdal 9 9 100%
Dr. Salehuddin Ahmed 9 9 100%
Mr. Jørgen C. Arentz Rostrup* 7 7 100%
Mr. Abdul-Muyeed Chowdhury*** 9 8 89%
Ms. Tone Ripel 9 9 100%
Ms. Nurjahan Begum 9 9 100%
Mr. Ole Bjørn Sjulstad** 7 7 100%
Mr. Irfan Wahab Khan 2 2 100%
Mr. Petter-Børre Furberg 2 2 100%
Attended in person Attended through video conference Attended through audio conference Leave of absence — Was not a member

*Mr. Jørgen C. Arentz Rostrup retired from the Board on 30 September 2023
**Mr. Ole Bjørn Sjulstad retired from the Board on 14 September 2023
*** In compliance with the law, the Board granted leave of absence to the members who were unable to attend Board meetings

i) Board Activities

Among other things, the Board’s Activities in 2023

Strategy Performance
• Approved Grameenphone’s annual • Grameenphone’s Performance - monthly and quarterly
strategy action plan and annual target • Audited Financial Statements for FY 2022 and Final
• Approved Grameenphone’s capital Dividend
investment
 1 2 3 4 Annual Report 2023 35
35

Risk and Internal Controls Governance

• Identified principal risks and ensured • Approved the appointment of Board members
appropriate internal controls and • Established and identified succession plan for
mitigation measures and their leadership
implementation • Reviewed yearly report of Supply Chain Sustainability,
Competition Compliance Programme, Internal HS&S
• Reviewed the adequacy and integrity Management, and Anti-Corruption Programme
of the information provided by the • Approved Internal Audit Plan and Compliance Plan
Management and internal control systems • Review Internal Audit Reports
• Reviewed enterprise risks on quarterly • Approved related party transactions
• Approved 2022 Short Term Incentive (STI)
basis
Achievement
• Reviewed Business Security risks and • Reviewed the outcome of the BSEC Corporate
mitigation activities Governance Code Compliance Audit

Strategic Overview
• Reviewed the update from Board Sub-Committees

j) The Chair and the Chief Executive Officer (CEO)

The Chair of the Board is a Non-Executive Director. The Chair and the CEO of Grameenphone are separate
persons. The roles of the Chair and Chief Executive Officer are established, set out in writing and agreed
upon by the Board to ensure transparency and better governance. To that end, Grameenphone has also
adopted ‘Rules of Procedure for Chief Executive Officer’. The Chair leads the Board and is responsible for
ensuring the effectiveness of the Board and its governance processes, while the CEO is the authoritative
head for day-to-day management in the Company. He acts to reasonably ensure that Grameenphone
operates its business as per the Articles of Association. Decisions are made by the Board and
Shareholders, as well as according to Grameenphone policies and procedures and applicable regulatory 2
laws and legislations.

ESG Report
k) Delegation of Authority
Responsibility or authority is assigned through the delegation of authority framework. The Board approves
the Company’s delegation of authority which ensures that delegated authority levels flow through the
proper governance channels. The delegation of authority framework for the Company is continuously
reviewed and updated as circumstances change to ensure relevance and applicability. Amendments to
these documents are reviewed and approved by the Board.

l) Code of Conduct for the Board and CEO

Financial Analysis
In compliance with the requirement of the Corporate Governance Code 2018 of the Bangladesh Securities
and Exchange Commission (BSEC), the Company has framed and adopted the Code of Conduct for the
Chair of the Board, other Board members and the Chief Executive Officer of Grameenphone to support
the Company’s objectives, vision and values. The Code is available on the Company’s website at www.
grameenphone.com

m) Access to Information
The Board recognises that the decision-making process is highly dependent on the quality of information
furnished. In furtherance to this, every Director has access to all information within the Company.
Throughout their tenure in office, Directors are continually updated on the business, as well as the Additional Information
regulatory and industry specific environment in which the Company operates. These updates are
transmitted to them by way of written briefs and meetings with Senior Executives, and where appropriate,
external sources.

n) Succession planning for Top-Level Executive

The Nomination and Remuneration Committee works with the Board on the leadership succession plan
to ensure orderly succession of appointments of top-level executives. The Company strives to maintain an
appropriate balance of skills and experience within the organisation.

o) Board and Top-Level-Executive Remuneration Policy

The objective of the Grameenphone’s Top-Level Executive remuneration policy is to ensure that reward
for Top Level Executive shall contribute to attracting, engaging and retaining the right employees to deliver
sustainable value for shareholders in accordance with the Grameenphone behaviour.

No remuneration is given to the Directors of the Board. Directors receive attendance fees from the
Company for every meeting attended. Rate of such attendance fees is determined by the Shareholders at
the General Meeting.

p) Evaluation of the Board and the CEO

To establish and improve the operating effectiveness of the Board, the Board is required to carry out an
annual evaluation of its overall performance relating to Board function, effectiveness and governance;
Board Committees; conduct of Board meetings; and relationship with Management.
 36 Grameenphone Ltd. 1 2 3 4

The evaluation process is led by the Chair of the Board and assisted by the Company Secretary. Each
Director is required to complete a confidential pre-set questionnaire. The Nomination and Remuneration
Committee has approved the criteria for evaluation of performance of the Board and the CEO. The Board
evaluation was performed in January 2024 and the result was dealt by the Board at its Board Meeting on 05
February 2024.
Audit Committee
Chair
Dr. Salehuddin Ahmed
1 Independent Director
Key Objectives 2 Non-Executive Directors
Assist the Board in discharging its
supervisory responsibility for internal
control, financial reporting, risk
management, auditing matters, and
monitoring compliance. Treasury Committee
Chair
Key Objectives M Shahjahan
The Board of Assist the Board in discharging its 1 Non-Executive Director
supervisory responsibility with 1 Group Treasury Member, and
Grameenphone respect to all significant financial
matters which concern the Board.
1 Management Team Member
Key Objectives
To create value for Shareholders
and to ensure the long-term Key Objectives
Assist the Board broadly in the
success of the Company formulation of policy about Nomination and Remuneration
2 Independent Directors, and determining qualifications, positive Committee
attributes, experiences and
8 Non-Executive Directors remuneration mainly for Directors and Chair
Top Level Executives of the Company. Abdul-Muyeed Chowdhury
1 Independent Director
2 Non-Executive Directors
Key Objectives
Assist the Board in discharging
its supervisory responsibility with
respect to Health, Safety, Health, Safety, Security and
Security and Environment Environment Committee
(HSSE) issues.
Chair
Irfan Wahab Khan
2 Non-Executive Directors

Audit Committee Report 2023

Dear Shareholders,
This report provides an overview of how the Committee operated, an insight into the Committee’s activities and
an understanding of the Committee’s role in assisting the Board objectively in discharging its statutory and other
responsibilities relating to the Company’s published financial information, as well as ensuring the effectiveness
of its enterprise risk management, internal controls (including information technology controls), financial and
accounting matters, compliance and related processes.

Composition and Meetings

The Audit Committee of Grameenphone is comprised of two (2) Non-Executive Directors and one (1) Independent
Director. All members of the Audit Committee have relevant accounting or financial management expertise or
experience. They also possess adequate qualifications as outlined in the Corporate Governance Code issued by
the Bangladesh Securities and Exchange Commission (BSEC). The Committee has direct access to the internal and
external auditors. The Committee includes:

1. Dr. Salehuddin Ahmed, Chair

2. Mr. M Shahjahan, Member
3. Mr. Øivind Burdal, Member

The Independent Director, Dr. Salehuddin Ahmed acts as Chair of the Committee. As per the regulatory
guidelines, the Company Secretary, Mr. S M Imdadul Haque acts as the Secretary to the Committee. The Audit
Committee, accordingly, performs in coherence and ensures compliance with the Corporate Governance Code
issued by the BSEC.
 1 2 3 4 Annual Report 2023 37
37

A total of six (6) meetings were held during 2023. Mr. Md. Ashraful Hassan (Nominated Director by Grameen
Telecom) attended the meetings as a special invitee. A record of the Members’ attendance at the Audit Committee
meetings during 2023 is given below:

Committee members Attendance % (Percentage) Committee member since

Dr. Salehuddin Ahmed 6/6 100% 12 December 2018
Mr. Shahjahan 5/6 83% 09 December 2009
Mr. Øivind Burdal 6/6 100% 30 January 2018
* Details of the Committee members’ financial, accounting, and other experience and expertise are given in their biographies under ‘Directors’ Profile’ on pages 30 to 32

Permanent invitees to the meetings were the Chief Executive Officer (CEO), the Chief Financial Officer (CFO),
the Head of Internal Audit and the Company Secretary. Relevant heads of divisions and other members of the
Management and the internal audit team also attended the meetings on occasions, as required.

Strategic Overview
Major Responsibilities of the Audit Committee
The purpose, authority, composition, duties, and responsibilities of the Audit Committee are delineated in its
Charter. Some of the major responsibilities of the Audit Committee are as follows:
• Review the annual, half-yearly and quarterly Financial Statements and other financial results, and upon its
satisfaction of the review, recommend the same to the Board for approval.
• Review the adequacy and effectiveness of the financial reporting process, internal control system, risk
management, auditing matters, and the Company’s processes for monitoring compliance with laws and
regulations and the Code of Conduct.
• Recommend appointment, termination, and determination of audit fees for statutory auditors. Consider the 2
scope of work and oversee and evaluate the works performed by statutory auditors. Review permitted non-

ESG Report
audit services performed by statutory auditors.
• Exercise its oversight of the work of Grameenphone Internal Audit. Review the effectiveness of internal
audit functions including performance, structure, adequacy of resources, and compliance with professional
standards. Examine audit findings and material weaknesses and monitor implementation of audit action plans.
• Exercise its oversight of the work of Grameenphone Ethics & Compliance. Review the Compliance Plan.
• Review related party transactions to ensure compliance with relevant statutory rules and regulations.

Major Activities of the Audit Committee during the reporting period

Financial Analysis
• Reviewed and recommended the annual audited Financial Statements for the year ended 31 December 2022.
• Reviewed the Managements’ Discussion & Analysis 2022.
• Approved 2022 yearly report to the shareholders from the Audit Committee.
• Reviewed and recommended the quarterly Financial Statements for the year 2023.
• Reviewed and recommended the Compliance Plan 2023.
• Discussed Internal Audit reports and findings and guided on the completion of annual audit plan.
• Reviewed the process of Enterprise Risk Management (ERM) and the top risks of the Company.
• Monitored the implementation status of audit action plans and guided to ensure timely completion of action plans. Additional Information
• Reviewed and recommended the Internal Audit Plan 2024.
• Reviewed and recommended related party transactions.
• Reviewed Management Letter issued by the External Auditors in their presence.
• Reviewed the performance of the statutory auditors and made recommendation to the Board on the
appointment and remuneration of statutory auditors.
• Reviewed and received report on the matters as per the requirement from the Bangladesh Securities and
Exchange Commission (BSEC).
• The Chair of the Audit Committee presented in the 26th AGM held on 02 May 2023.
• Reviewed other matters and incidents of significance as per the Audit Committee Charter.
For and on behalf of the Board Audit Committee of Grameenphone Ltd.

Dr. Salehuddin Ahmed

Chair
Audit Committee

04 February 2024
Digital Inclusion is

Grameenphone’s widest
network heralds a future where
the country’s small-scale
artisans can now dream of
having their own virtual stores.
Under the ‘Internet er Duniya
Shobar’ (Digital inclusion for all)
project, rural women from 2,000
unions nationwide are being
empowered with the immense
potentials of the online world.
 1 2 3 4 Annual Report 2023 39
39

Nomination and Remuneration

Committee Report 2023
Dear Shareholders,
This report provides an insight into the Committee’s activities during the year 2023 and a description of its roles,
responsibilities and functions.

Composition and Meetings

The NRC of Grameenphone comprises of two (2) Non-Executive Directors and one (1) Independent Director. The
Committee consists of:

1. Mr. Abdul-Muyeed Chowdhury, Chair

Strategic Overview
2. Mr. Irfan Wahab Khan, Member
3. Mr. Md. Ashraful Hassan, Member

The Independent Director, Mr. Abdul-Muyeed Chowdhury acts as Chair of the Committee. As per the regulatory
guidelines, the Company Secretary, Mr. S M Imdadul Haque acts as Secretary to the Committee. The NRC
ensures compliance with the Corporate Governance Code issued by the Bangladesh Securities and Exchange
Commission (BSEC).

A total of seven (7) meetings were held in 2023. Mr. M Shahjahan (Director Nominated by Grameen Telecom)
attended the meetings by special invitation. A record of the Members’ attendance at the NRC meetings during 2023
is given below:
2
Committee members Attendance % (Percentage) Committee member since

ESG Report
Mr. Abdul-Muyeed Chowdhury 7/7 100% 14 September 2020
Mr. Irfan Wahab Khan 2/2 100% 15 September 2023
Mr. Md. Ashraful Hassan 7/7 100% 11 December 2018
* Details of the Committee members’ experience and expertise are given in their biographies under ‘Directors’ Profile’ on pages 30, 31 & 33

Permanent invitees to the meetings are the Chief Executive Officer (CEO), the Chief Human Resources Officer
(CHRO), and the Company Secretary. Relevant Heads of divisions and other members of the Management team

Financial Analysis
also attended the meetings on occasion, as required.

Major Responsibilities of NRC

The purpose, authority, composition, duties and responsibilities of this Committee are delineated in its Charter.
Some of the major responsibilities of the NRC are as follows:
• Recommend on Board’s diversity policy, taking into consideration age, gender, experience, education and
nationality.
• Formulate the criteria for determining the qualification of Directors.
• Identify persons who are qualified to become Directors and top-level executives and recommend their
appointment and/or removal.
Additional Information

• Formulate the criteria for performance evaluation of Independent Directors and the Board Members.
• Recommend policy to the Board relating to the remuneration of the Directors, and top-level executives.
• Assess composition, reasonableness and sufficiency of the remuneration package(s) to attract, retain and
motivate suitable Directors to run the Company successfully.
• Evaluate whether remuneration of Directors and top-level executives involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the
Company and its goals.
• Identify the Company’s needs for employees at different levels and determine their selection, transfer or
replacement and promotion criteria.
• Annually review and recommend human resources and training policies of the Company.
• Recommend the remuneration policy of the Company, particularly regarding yearly increments; and
• Recommend the Code of Conduct for the Chair of the Board, other Board Members and the Chief Executive
Officer (CEO) of the Company.

Nomination, Election and Selection of Directors

The NRC is responsible for ensuring that the procedure for appointing new Directors is transparent, unbiased and
equitable. The Board places great emphasis on ensuring broader diversity in its membership based on age, gender,
experience, ethnicity, educational background and nationality as well as on personal attributes to provide all round
perspectives and insights for appropriate decision-making. The recruitment and selection process aims to ensure
that candidates with the most suitable skills, knowledge, experiences, and personal values can be selected.
 40 Grameenphone Ltd. 1 2 3 4

Evaluation of the Board

The NRC is responsible for ensuring the effectiveness of the Board. The Board is required to carry out an annual
evaluation of its overall performance relating to Board function, effectiveness and governance; Board Committees;
conduct of Board meetings; and relationship with Management. The evaluation process is led by the Chair of the Board
and assisted by the Company Secretary. Each Director is required to complete a confidential pre-set questionnaire.

Top Level Executive Selection and Remuneration Policy

The performance of the Company depends upon the quality of its Directors and Top-Level Executives. The
Company strives to attract, motivate, and retain highly skilled Directors and Executives. Recruitment standards
support Grameenphone’s reputation as an employer of choice.

Grameenphone’s remuneration policy strives to attract highly motivated Top-Level Executives and retain them to
add value to the Company’s growth and development.

Remuneration for Board of Directors

No remuneration is given to the Directors of the Board. Directors receive attendance fees from the Company for
every meeting attended. Rate of such attendance fees is determined by the Shareholders at the General Meeting.

Major Activities of the NRC during the reporting period were as follows:
• Reviewed succession planning for Top Management.
• Approved 2022 yearly report to the shareholders from the NRC Committee.
• Reviewed and recommended 2022 Short Term Incentive (STI) achievements for the Chief Executive Officer (CEO).
• Recommended appointment of Chief Information Officer (CIO), Chief Human Resources Officer (CHRO), Chief
Risk Officer (CRO), and Head of Internal Audit and Investigation (HIA&I)
• Reviewed and recommended annual salary increment proposal for 2023.
• Reviewed and recommended salary adjustment for the CEO.
• Reviewed and recommended 2023 Long Term Incentive (LTI) allocation for the CEO.
• Recommended the appointment of new Nominated Non-Executive Directors to the Board.
• Recommended extension of tenure of Independent Director.
• Reviewed and recommended amendment of Grameenphone Workers Profit Participation Fund and Welfare
Fund Trust Deed and Rules
• Recommended the nomination to Management Member to Grameenphone Workers Profit Participation Fund
and Welfare Fund Board of Trustees.
• Recommended the nomination of a Management Member to Grameenphone Employees Gratuity Fund Board
of Trustees.
• The Chair of the Committee presented in the 26th AGM held on 02 May 2023.
For and on behalf of the Nomination and Remuneration Committee of Grameenphone Ltd.

Abdul-Muyeed Chowdhury
Chair
Nomination and Remuneration Committee
05 February 2024

Management Team
The Management Team is the Executive Committee of Grameenphone. Headed by the CEO, the Management
Team is responsible for managing and running the affairs of the Company. All other key managers across the
Company are members of the Management Team. The Management Team works to achieve the strategic goals and
mission of the Company set by the Board of Directors. In discharging its assigned responsibilities, the Management
Team meets on a weekly basis to monitor the business performance of the Company.

Board of Directors

CEO Company Secretary

CFO CHRO CMO CCAO CTO CBO CDO CIO CRO

 1 2 3 4 Annual Report 2023 4141

The key roles of the Management Team, headed by the Chief Executive Officer, include running the day-to-day
business of the Company. Collectively, they inspire our teams and steer the success of our business. The profiles of
the present Management Team members are provided below:

Skills and experience

Azman has a proven track record as an all-rounded leader for driving
organisational transformation, change management and business
development.

Prior to his appointment as Chief Executive Officer (CEO) of

Grameenphone, he served as Deputy Chief Executive Officer (DCEO)
and Chief Marketing Officer (CMO) in the Company. Azman has worked
with Telenor Group in India and Norway, serving as the Group Head of
Yasir Azman
Distribution and eBusiness (2013-2015). He also led as EVP & Circle Business
Chief Executive Officer Head for Orissa and Karnataka circles (2010-2012). As CMO, Azman has led

Strategic Overview
Age: 49 many transformation journeys in Grameenphone and played the key role
Gender: Male in building a digital-centric and high-performance driven organisation. In
recent years, as CEO of the Company, Azman has focused to modernise
Nationality: Bangladeshi
the organisation to become a future fit Telco Tech Company. He has
Appointed: 01 February 2020
also elevated the drive to a create positive impact in society as a socially
responsible corporate citizen.

Azman holds an MBA degree from the Institute of Business Administration,

Dhaka University, and also attended several executive educational
programmes with the London Business School and INSEAD, France.
2

ESG Report
Skills and experience
Otto is a seasoned finance leader with more than 35 years of leadership
experience, of which the last 16 years were within the Telecommunication
industry.

Before joining Grameenphone as Chief Financial Officer (CFO), he held CFO

positions in Digi Telecommunications in Malaysia and Telenor Denmark
and also served many years as Head of Group M&A at the Telenor Group

Financial Analysis
in Norway. Prior to joining Telenor, Otto held various Finance leadership
Otto Magne Risbakk
positions in leading companies such as Norsk Hydro, Rieter Automotive,
Chief Financial Officer and Schlumberger Ltd. Otto brings with him vast experience as CFO in
Age: 62 advanced industries and listed companies and his experience of working in
Gender: Male 10 countries enriched him with an extensive exposure to global markets and
strong cultural adaptability. He is also a proven leader known for driving agile
Nationality: Norwegian
teams, developing talents, and practising good governance in fast-paced
Appointed: 15 January 2024
and demanding environments.

Otto completed his Business Administration and Management from Additional Information
Université de Fribourg, Switzerland.

Skills and experience

Syeda Tahya Hossain brings with her 26 years of HR experience across
multiple industries and companies, out of which 16 years have been in top
management roles.

She possesses a depth of knowledge in transformation, CBA environment,

HR operations, and leading diverse teams. She has experience in designing
and executing people strategies to drive a high-performance culture and
is passionate about big data and predictive analytics, championing data-
Syeda Tahya Hossain
driven decision-making. Over the span of her career, Tahya has worked in
Chief Human Resources Officer Perfetti Van Melle, BRAC Bangladesh, Citi N.A., Unilever, Nestle and some
Age: 50 more reputed companies. She has served as a panelist for Humanitarian HR
Gender: Female conferences organised by CHS Alliance and is also an Honorary Member of
the General Body and a part of the Anti-Sexual Harassment Committee of
Nationality: Bangladeshi
the Sajida Foundation.
Appointed: 10 September 2023
She holds a Bachelor of Commerce from Bangladesh and a Diploma in
Computer Studies from the National Computer Centre in the U.K.
42 Grameenphone Ltd. 1 2 3 4

Skills and experience

As Chief Marketing Officer, Sajjad has successfully spearheaded several
Digitalisation, AI integration, and Transformation initiatives aimed at
modernising the Sales and Distribution, as well as Commercial operations
of Grameenphone. As a dedicated commercial leader, Sajjad has a proven
track record of driving growth through innovative, data-driven solutions,
customer experience transformation, AI integration & incorporation in
processes. Sajjad’s growth mindset and effective marketing & business
Sajjad Hasib
strategies have led the commercial division to be more modernised.
Chief Marketing Officer
Sajjad’s extensive experience in the commercial aspects of
Age: 45
Grameenphone’s business has been gained through his previous roles as
Gender: Male
head of the operation, sales, distribution, and circle leadership. In addition
Nationality: Bangladeshi
to this, Sajjad has also held the position of Circle Business Head in both
Appointed: 01 February 2020
Dhaka and Sylhet.

He started his career as a Distribution Officer at Citycell and has

worked in various companies in Bangladesh and abroad before joining
Grameenphone as an Area Sales Manager in 2006.

Sajjad has earned an MBA from the University of Bedfordshire in the UK and
a bachelor’s degree from North South University in Dhaka. Additionally, he
has completed executive training programmes at London Business School
and INSEAD Business School, further demonstrating his commitment to
continuous learning and professional development.

Skills and experience

Hans Martin comes with extensive International/Asian experience in
building and maintaining Telenor’s international business portfolio for
more than 20 years.

Before joining Grameenphone, Hans Martin served as CCAO of Telenor

Myanmar and played a critical role in running Telenor Myanmar’s operation
during the most challenging times. Previously he has also held the position
Hans Martin Henrichsen as Telenor Group’s Chief Country Representative in Bangladesh from
Chief Corporate Affairs Officer 2014 to 2018. He also has work experience from several organisations in
Norway, South East Asia and Africa. As the CCAO of Grameenphone, he is
Age: 66
currently taking the lead in aligning his deep understanding of the business
Gender: Male
environment and regulatory dynamics to strategically attain the best results
Nationality: Norwegian
for the customers, shareholders and other stakeholders.
Appointed: 15 May 2022
Hans Martin holds a business management degree from the Norwegian
School of Economics (NHH) in Finance and International Management.

Skills and experience

Jai has 25 years of extensive experience in the telecommunication
industry. Prior to his appointment as Chief Technology Officer (CTO) of
Grameenphone, Jai served as CTO of Telenor Myanmar from November
2014. Under his tenure, Telenor Myanmar has taken a frontrunner position
in touch-free operations and realised the critical qualities of a truly digital
telco. In Myanmar, he was responsible for all technology operations,
including network and IT. As part of the startup team in Myanmar, Jai was
Jai Prakash
instrumental in setting up and rolling out Telenor Myanmar’s highly efficient
Chief Technology Officer
data network. Before joining Telenor Myanmar, he served as Circle Technical
Age: 56 Head for Bihar and Eastern Uttar Pradesh in Telenor India.
Gender: Male
Jai holds a B.E. in Electronics and Telecommunication Engineering.
Nationality: Indian
Appointed: 01 April 2022
 1 2 3 4 Annual Report 2023 43
43

Skills and experience

Dr. Asif brings forward a dynamic approach to leadership with his adaptive
and striving for excellence nature backed by the vast experience of more
than two decades.

In his current role as the Chief Business Officer (CBO), Dr. Asif is leading
the transformation of the changing business dynamics in the B2B
market, strengthening the business context by combining it with strong
technocommercial collaboration. Before joining Grameenphone, Dr. Asif
Dr. Asif Naimur Rashid
served as Chief Information Officer (CIO) at Robi Axiata Ltd. and jointly
Chief Business Officer held the position of the founding Managing Director of Red. Digital Ltd.,
Age: 47 a fully-owned ICT subsidiary of Robi. He is also known as an ICT, Digital
Gender: Male Transformation leader in the Telenor fraternity and industry for his long
run with Grameenphone, Telenor Myanmar, Telenor ASA and Siemens in
Nationality: Bangladeshi
various leadership roles in the past.

Strategic Overview
Appointed: 16 April 2022
He holds a Doctoral degree in Artificial Intelligence from California Southern
University, USA with summa cum laude, Master of Business Administration
(Executive Management) from Royal Roads University, BC, Canada, Master
of Engineering Studies (Telecommunications Engineering) from University
of Technology Sydney, Australia, and a Bachelor of Science (Hon’s) degree
in Applied Physics & Electronics from Dhaka University, Bangladesh. He has
attended INSEAD business school, MIT Sloane School of Management,
Harvard Executive Education, National University of Singapore on
leadership and digital transformation courses on numerous occasions and
regularly speaks at national and international tech events on IoT, Cloud, 4IR, 2
Digital Transformation and Disruptive Techs.

ESG Report
Skills and experience
Solaiman has 23 years of professional experience in the FMCG and
telecom industry.

He served Grameenphone as Director Marketing, and later Head of Digital

Financial Analysis
Division before being appointed Chief Digital Officer (CDO). Through his
career, Solaiman has held various roles spanning digital channels and
digital services, new business, marketing, product management, brand
management, trade marketing and sales. He got his start in sales with
Solaiman Alam
British American Tobacco Bangladesh (2000-2005) before moving to
Chief Digital Officer Orascom Telecom Bangladesh, Banglalink. At Banglalink he played a vital
Age: 45 role in establishing that company as one of the most recognised brands in
Gender: Male the country and left as its Senior Director, Marketing.
Nationality: Bangladeshi Solaiman is a graduate from IBA, University of Dhaka, and has attended a Additional Information
Appointed: 22 April 2020 host of courses and certifications from organisations like London Business
School, INSEAD France, HFI, IDEO etc.

Skills and experience

Niranjan is an experienced leader with over 20 years of diverse experience in
managing projects in the IT field across multiple countries and companies.

He has worked in companies such as Tech Mahindra Malaysia, Ooredoo

Myanmar, and Telenor Myanmar. He specialises in MFS (Mobile Financial
Services), Digital Apps and Services, and BSS (Business Support Systems),
among others. His comprehensive expertise lies in technical solution
architecture and conceptualisation for enterprise systems, aligning them
Niranjan Srinivasan
with business goals to deliver technology-driven IT solutions. Additionally,
Chief Information Officer he is a reputed leader with proven abilities in recruiting, training, and
Age: 42 motivating teams to go above and beyond.
Gender: Male Niranjan has a B.Sc in Computer Technology from Bharathiar University,
Nationality: Indian Coimbatore in Tamil Nadu, India.
Appointed: 01 September 2023
 44 Grameenphone Ltd. 1 2 3 4

Skills and experience

Md. Arif Uddin is a highly experienced leader with over 20 years of extensive
leadership experience.

Having joined Grameenphone in 2002, he has held pivotal positions within

our Finance division and played integral roles in various local and international
projects. His international exposure includes working at Telenor HQs in Oslo,
Norway. Throughout his career, Arif has demonstrated significant contributions
beyond his functional responsibilities. Noteworthy achievements include
Md. Arif Uddin
establishing a robust Business Performance Management function and
Chief Risk Officer Enterprise Risk Management process, grooming emerging leaders in Finance,
Age: 50 and modernising the Finance function. Arif’s strategic mindset and proactive
Gender: Male approach extend to resolving disputes through lawful amicable measures,
elevating the risk management strategy to new heights.
Nationality: Bangladeshi
Appointed: 01 October 2023 Arif is a Certified Professional Accountant and a fellow member of the Institute
of Financial Accountants, UK, and the Institute of Public Accountants, Australia.

Company Secretary
To ensure the effective assimilation and timely flow of information that is required by the Board and to maintain
necessary liaison with internal organs as well as external agencies, the Board has appointed a Company Secretary.
The Corporate Governance Code, issued by the Bangladesh Securities and Exchange Commission (BSEC), also
requires a listed Company to appoint a Company Secretary. In pursuance of the same, the Board of Directors
has appointed the Company Secretary and defined his roles & responsibilities. In Grameenphone, among other
functions, the Company Secretary:

• Performs as the bridge between the Board, Management and Shareholders on strategic and statutory
decisions and directions.
• Acts as a quality assurance agent in all information streams towards the Shareholders and the Board.
• Is responsible for ensuring that appropriate Board procedures are followed and advises the Board on
Corporate Governance matters.
• Acts as the Disclosure Officer of the Company and monitors the compliance of the acts, rules, regulations,
notifications, guidelines, orders/directives, etc. issued by BSEC or Stock Exchange(s) applicable to the conduct
of the business activities of the Company to protect the interests of the investors and other stakeholders.

Imdad has vast knowledge and expertise in the Company’s Secretarial

function, Corporate Governance, Compliance, Stakeholder Management,
and Public Communications.

Imdad started his career in the Internal Audit function of Grameenphone in

2004. Then he moved to the Department of Company Secretary two years
later. He had more than 17 years of experience in the Company Secretariat
Function. Before joining Grameenphone, Imdad worked in KPMG Rahman
S M Imdadul Haque Rahman Huq, Chartered Accountants (2002-2004) where he was also an
Company Secretary articled student (November 1998-April 2002).

Age: 49 He holds a Master’s degree in Commerce and attended various training

Gender: Male programmes at different institutions and educational programme, including
Nationality: Bangladeshi INSEAD. He also passed the “C.A. Intermediate” examination.
Appointed: 21 April 2017

The Control Environment in Grameenphone

In implementing and ensuring good governance in Grameenphone, the Board and the Management Team ensure
the following:

a) Financial Reporting
Grameenphone has strong financial reporting procedures. Financial statements are prepared in
accordance with International Financial Reporting Standards (IFRS), the Companies Act 1994, the
Securities and Exchange Rules 2020, relevant guidelines issued by the Bangladesh Securities and Exchange
Commission, Financial Reporting Act, 2015 and other applicable laws in Bangladesh. All the financial
 1 2 3 4 Annual Report 2023 45
45

transactions are recorded in the Oracle Enterprise Resource Planning (ERP) systems. Financial reports
extracted from the ERP are then used to produce the financial statements. These financial statements,
once prepared, are reviewed initially by the Chief Accountant, CFO and CEO respectively and then by the
Board Audit Committee quarterly. In each quarter/half-year/year, the external auditors review or audit the
financial statements following relevant regulations/requirements. The annual audit is conducted by the
external auditors, who are appointed by the Board of Directors followed by the Shareholders’ approval in the
Annual General Meeting. Details of Internal Control over Financial Reporting are described below.

b) Internal Control Over Financial Reporting (ICFR)

Ad
Grameenphone Management prioritises the establishment

ge
Re ju

es na
po st F

ng a
ha M
rt in
of an effective internal control environment throughout the in an

C fy &
g c
Ri ia

ti
sk l

en
organisation. Grameenphone has implemented necessary 01
MAR

Id
B AP
FE R
Internal Controls to provide reasonable assurance that Scoping & Risk

02

Strategic Overview
Assessment

MA
N
Grameenphone’s financial statements are free from

JA

Y
material mis-statements and give a true and fair view of the Continuous

DEC

JUN
Year-end performance Risk

transactions and financial position of the Company and that Testing and
monitoring
Coverage

the financial statements are compliant with International

JU
NO

L
Financial Reporting Standards (IFRS), the Companies Act Interim

04
Testing AU
T
1994, the Bangladesh Securities and Exchange Rules 2020,
OC G 03
SEP
t & ol
en ntr
as well as relevant guidelines issued by the Bangladesh

Re
C ed
on ia
em o

m
pl st C

tr tio
ol n
Securities and Exchange Commission, Financial Reporting Im ju
Ad
Act, 2015 and other applicable laws in Bangladesh. ICFR Routine in
Grameenphone
Grameenphone follows a risk-based approach to 2
designing and implementing effective internal controls.

ESG Report
The management has also established an appropriate accountability structure with defined roles and
responsibilities for control performers, control owners and process owners, with overall responsibility lying
with the CEO and CFO.

Internal controls at Grameenphone are an essential part of the Company’s corporate governance
structure and are deeply integrated into the business processes affecting financial reporting. The
internal control team periodically undertakes a change management process to review and enhance
controls, thereby addressing any potential financial reporting risks. Throughout this process, all process

Financial Analysis
and control owners are aligned to ensure that controls are executed effectively and in accordance with
established standards.

Operating effectiveness of controls is monitored throughout the year. Effectiveness of the controls are
tested in two different phases, i.e., Interim Testing and Year-end Testing. An independent audit firm is
engaged to test the effectiveness and adequacy of established controls. Grameenphone has a dedicated
Internal Control Team, accountable for conducting activities related to internal controls over financial
reporting. The ICFR team works independently under Chief Risk Officer (CRO), but closely with Internal
Audit function, External Auditors, and the Telenor Group ICFR team to ensure risks are identified, reported
and mitigated timely.
Additional Information

Inherent limitations exist within any system of internal control over financial reporting, regardless of its
design quality, which may result in the inability to fully prevent or detect mis-statements. These limitations
derive from the potential for controls to be circumvented or overridden, as well as the possibility of errors
or fraudulent activities occurring without detection. Moreover, the effectiveness of internal controls may
fluctuate over time due to evolving circumstances.

Management assessed the effectiveness of the Company’s internal control over financial reporting
engaging an independent audit firm, using the criteria established in the Internal Control - Integrated
Framework (2013) issued by the COSO and concluded that the Company maintained effective internal
control over financial reporting throughout the year ended 31 December 2023.

c) Financial Reviews
The purpose of the financial review is to monitor the financial performance and position of the Company
versus its annual financial targets. The CEO and CFO review financial results on a monthly basis to ensure
Grameenphone is on track to deliver its annual financial targets or to identify corrective action, if and
when required.
46 Grameenphone Ltd. 1 2 3 4

d) Statutory Audit and Certification

Auditing of the Company is governed by the Companies Act, 1994, and the Bangladesh Securities
and Exchange Commission Rules 2020, and conducted in accordance with International Standards
on Auditing (ISA). As per these regulations, auditors are eventually appointed by Shareholders at each
Annual General Meeting (AGM) and their remuneration is also fixed by the Shareholders at the AGM.
The appropriate structure is in place as per Corporate Governance best practices to ensure their
independence. Statutory auditors cannot be appointed for a consecutive period exceeding three years
in compliance with the order of the Bangladesh Securities and Exchange Commission (BSEC). Statutory
auditors are not engaged in non-audit services as this may compromise auditor independence unless
otherwise required by the regulators.

e) Internal Audit and Investigation

Internal Audit supports the Company in achieving its objectives by bringing a systematic and disciplined
approach to evaluate and improve the effectiveness of its risk management, control and governance
processes. The investigation unit ensures that internal investigations are conducted with predictability,
confidentiality, fairness and confidence to clarify the factual circumstances and establish if there is any
evidence of personal misconduct or violation of Grameenphone’s Governing Documents and/or laws and
regulations. To ensure the organisational independence of Internal Audit and Investigation, the Head of
the function reports functionally to the Board and its Audit Committee and administratively to the Chief
Executive Officer. Internal Audit and Investigation activities are governed by its Charter, which is approved
by the Board. Grameenphone Internal Audit and Investigation is empowered to carry out its activities in all
aspects of the Company and have unrestricted access to any relevant information. The Grameenphone
Internal Audit department discharges its assurance and consulting activities through management of
three distinct audit streams: Core Business, Governance and Third Parties, and IT & Cyber Security. A risk-
based annual audit planning process is in place, which takes into consideration the strategic imperatives
and major business risks surrounding Grameenphone, while considering pervasive audit needs.
Grameenphone Internal Audit and Investigation also work closely with Telenor Group Internal Audit and
Investigation in sharing knowledge and resources to ensure the achievement of deliverables and objectives.

f) Related Party Transactions

The Board Audit Committee reviews all the related party agreements and payments before submission
to the Board of Directors for approval. Abiding by the laws, a Board Director, who has an interest in a
transaction, discloses his interest in such transaction and abstains from deliberations and voting on the
relevant resolution at the Board meetings. Details of significant related party transactions are disclosed in
notes of the Financial Statements as per the requirements of IAS 24 Related Party Disclosures.

g) Dividend Distribution Policy

The Board of Directors has established a dividend policy, which forms the basis for the proposals
on dividend payments that it makes to the Shareholders, taking into consideration the business
performance of the Company and its strategic initiatives. The Board believes that it is in the best interest
of Grameenphone to draw up a long-term and predictable dividend policy. The objective of the policy is
to allow the Shareholders to make informed investment decisions. The Board has approved the following
dividend policy:

“The dividend policy is to pay minimum 50% of the net profit after tax depending on the financial health
and capital requirement of the Company with an aim to have a consistent growth in dividend pay-out.
Grameenphone aims for as frequent dividend distribution as possible. Grameenphone can consider
special dividend payments, such as interim dividend, subject to the Company’s business performance
and cash availability.”

h) Enterprise Risk Management & Risk Mitigation

Risk Management at Grameenphone is concerned with earning competitive returns from the Company’s
various business initiatives at an acceptable risk level. It supports the Company’s competitiveness
by developing a culture, practice and structure that systematically recognises and addresses future
opportunities whilst managing adverse effects (i.e., threats) by recognising risks and responding
appropriately. The Company follows well defined risk management manuals and processes to mitigate
enterprise-level risks. A separate risk function has been established under the Chief Risk Officer (CRO)
to effectively capture and address enterprise risks. This aspect is discussed more elaborately in the
‘Enterprise Risk Management’ section of the Annual Report on page 17.
 1 2 3 4 Annual Report 2023 47
47

i) Compliance with Rules & Regulations of the Country

In Grameenphone, we believe that compliance is key towards a sustainable business. Therefore, being
respectful to the laws of the land is a priority for us. Our strategies assure compliance with all legal
and regulatory requirements and ensure good governance throughout the Company. Grameenphone
is also subject to supervision from regulatory bodies that focus on transparency and require that
Grameenphone provides accurate and periodic reporting of issues, events and certifications where
necessary. In this context, Grameenphone regularly provides financial statements and required
documents to the Bangladesh Securities and Exchange Commission (BSEC), Stock Exchanges,
National Board of Revenue (NBR), Registrar of Joint Stock Companies & Firms (RJSC&F), Bangladesh
Telecommunication Regulatory Commission (BTRC), the Bangladesh Investment Development Authority
(BIDA) and other relevant authorities.

j) Bangladesh Secretarial Standards (BSS)

Strategic Overview
Grameenphone conducts its Board meetings, records the minutes of the meetings, as well as maintains
the required books and records in line with the provisions of the relevant Bangladesh Secretarial
Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB).

k) Ethics and Behaviour

i. Ethics and Compliance Function

Maintaining the highest standards of ethical conduct across the Company’s operations is the primary
responsibility of the Ethics and Compliance Function. This function is responsible for managing
and carrying out Grameenphone’s Compliance Programme, which aims to prevent unlawful
or unethical conduct, encourage ethical behaviour, and ensure an independent whistleblowing
2
channel for employees to speak up. To make sure that internal and external requirements are met,

ESG Report
the function manages an annual integrity risk assessment, of the implementation of corporate
policies and manuals, including business partner management, the implementation and testing of
internal controls, resolution of reported concerns, awareness initiatives, monitoring and functional
reporting, and the implementation of improvement measures. The function works closely with every
Grameenphone business and corporate function to make sure that every employee understands the
value of ethical behaviour and complies with applicable legal and regulatory requirements. The Ethics
and Compliance function contributes to the development of a culture that values accountability
and integrity through targeted training and outreach initiatives. To maintain the impartiality and

Financial Analysis
independence of the Ethics and Compliance function, the Head of Ethics and Compliance has direct
reporting lines to the Board of Directors and the Chief Executive Officer.

ii. Code of Conduct

Grameenphone’s Code of Conduct is the foundation of our business and a declaration of our
dedication to integrity, transparency, and accountability. It serves as a guide for our actions and
decision making to ensure they are in accordance with the highest ethical standards. In addition to
outlining directives on matters like anti-corruption, business partner, competition, financial integrity,
conflicts of interest, gift and hospitality, health and safety, human rights, discrimination, harassment, Additional Information
insider trading, confidentiality, privacy, and the environment, it also defines the Company’s values and
principles. It promotes four guiding principles:

1. We play by the rules.

2. We are accountable for our actions.
3. We are transparent and honest.
4. We speak up.

The four guiding principles aim to provide precise standards for our business conduct. As an
important governance tool, the Code of Conduct works to safeguard employees and the Company
from risk. Employees at Grameenphone are reminded of the Company’s shared commitment to
a zero-tolerance policy for corruption and the development of ethical business practices through
mandatory annual training and acknowledgement of the Code of Conduct. Any Grameenphone
employee can get assistance from the Ethics & Compliance function for navigating and resolving
dilemmas or challenges that arise in the course of their daily work. A series of annual web-based
“e-Learning” courses, managed by the Ethics and Compliance department, require 100% employee
participation. Additionally, the function runs multiple live, dilemma-based awareness and training
programmes to improve employees’ comprehension of appropriate ethical issues and responses.
48 Grameenphone Ltd. 1 2 3 4

iii. Restrictions on dealings in Grameenphone Shares by Insiders

The Company has established a detailed policy relating to trading in Grameenphone shares by
Directors, Employees and other Insiders. The securities laws also impose restrictions on similar
transactions. Insiders are prohibited from trading in Grameenphone shares, while in possession
of unpublished price sensitive information in relation to the Company during prescribed restricted
trading periods.

iv. Business Partner Management Policy

Grameenphone Business Partners are expected to uphold the Company’s standards and principles.
The Company takes certain precautions before working with any Business Partner. Our Business
Partner Management Policy guarantees that our business partners have the willingness and capacity to
meet Grameenphone’s requirements for supplier conduct and don’t create unmanageable compliance
risks. Grameenphone has taken a significant step forward in its commitment to responsible business
practices through our Business Partner Management Policy and Manual. These documents reflect the
latest regulations and industry standards and provide a comprehensive framework for ensuring that all
of our business partners are fully compliant with ethical, legal, and regulatory requirements. The policy
provides a framework for Grameenphone to monitor, evaluate and respond as required to ethical
business practices by Business Partners. We hope to preserve our reputation and our dedication to
ethical business operations by continuously adhering to these standards.

v. Supplier Conduct Principles

Grameenphone is committed to upholding the highest ethical standards in all of its relationships,
including with suppliers. Our Supplier Conduct Principles (SCP), serve as a framework for our
expectations and requirements toward our suppliers. Grameenphone’s SCP is a set of ethical
standards that outlines the expectations and responsibilities of both parties in areas such as human
rights, environmental impact, health & safety, labour practices, business integrity, information security,
and prohibited business practices. The purpose of the document is to ensure that the suppliers
generate goods and services in an equitable, transparent, accountable, and sustainable manner.
Additionally, it encourages cooperation, mutual respect, and trust between the Company and its
suppliers. The Responsible Business Conduct Agreement, which each Grameenphone supplier signs,
commits our suppliers to high standards of business ethics and binds them to the SCP. Respecting
the SCP is essential to preserving our standing as a socially responsible Company and establishing
enduring partnerships with our suppliers.

vi. Whistleblowing Policy

A whistleblowing mechanism allows employees to report illegal, unethical, or inappropriate behaviour
within the organisation without fear of retaliation. Grameenphone’s whistleblowing rights apply to
all employees and suppliers, customers, and distributors. We maintain multiple channels through
which employees can report their concerns, such as a dedicated hotline and an email address.
Grameenphone does not tolerate retaliation of any kind against those who speak up in good faith.

Any employee can report a concern internally to their manager, their manager’s manager or directly
to the Ethics and Compliance Function. Grameenphone also has a web-based reporting channel,
the “Integrity Hotline” which is operated by an international, independent company and designed
to protect the privacy of individuals who report a concern, and individuals who are the subject of a
reported concern. Where permitted by law, individuals may choose to remain anonymous. All reports
are treated confidentially and appropriately investigated and concluded. Any person can report
through any channel without fear of retaliation. Grameenphone governing documents also specify the
procedures for investigating and addressing the reports, including the protection of the confidentiality
of the whistleblower and timely resolution of reported concerns.

vii. Anti-Corruption Policy

The object of Grameenphone’s Anti-Corruption Policy is to prevent unethical conduct and corruption
inside the Company. Grameenphone’s Anti-Corruption Policy is based on “zero tolerance” For
unethical business practices. The Policy applies to the Board of Directors, management, all employees,
and other individuals having the legal right to act on behalf of Grameenphone. The Company takes
pride in the fact that it has effectively implemented an anti-corruption programme that reduces the
likelihood of corruption and encourages ethical behaviour. An annual corruption risk assessment is
carried out to protect Grameenphone from any corruption-related threats or possibilities. This risk
assessment covers all the Company’s operations, which helps to identify potential corruption risks,
create effective mitigation strategies, and support monitoring and reporting. Implementing mitigation
strategies is the responsibility of leaders and relevant management who are anchored with ownership
and accountability. In addition, we observe International Anti-Corruption Day, prioritise anti-corruption
training and awareness, and periodically train our employees in ethical leadership and business
practices. By making these efforts, we hope to safeguard the interests of our stakeholders and make
 1 2 3 4 Annual Report 2023 49
49

sure that our Company upholds the greatest standards of accountability and honesty. Our dedication
to advancing ethical conduct and the rule of law is demonstrated by the successful implementation of
this programme, which we monitor and adjust as needed to ensure its continued efficacy.

l) Investor Relations (IR)

Grameenphone is one of the Grameenphone uses a number of channels for communication
largest listed corporate entities with shareholders and stakeholders particularly:

in Bangladesh, and therefore

Annual Report and Notice Announcement to capital
places high importance on the of AGM Website/Press Direct market regulator and
Advertisement Shareholder Stock Exchanges
investment community both Communication
within and outside of the country. General Meeting
& Engagement Website updates on all
corporate communication
To establish effective two-
way communication between
Primary engagement platform between the Board and the Shareholders of the Company
the financial markets and the


Strategic Overview
21 days’ notice was given for the 26 AGM held on 02 May 2023
 th

Company, there is a dedicated The 26 Annual General Meeting (AGM 2023) was held virtually by using digital platform
 th

on May 2023 pursuant to the Bangladesh Securities and Exchange Commission order
Investor Relations function dated 31 March 2021
providing best-in-class practices Attended by ten (10) Board members


Business presentation by the Chair and CEO and active engagement during Q&A session


in Grameenphone. The Investor

Relations (IR) function aims to
provide relevant and necessary Media release on Financial Media interviews on
results and corporate corporate developments
information to the investment developments Communication
community and capital markets Press release on Financial
via Mass media Targeted media
results and corporate engagement on all key
in order to enable them to make developments channels
an informed judgement about 2
the fair value of the Company’s

ESG Report
shares. IR acts as a bridge Conference calls on
Financial results and Analysts/Investor meetings
Communication
between the Management of the Corporate development
to Analysts and
Company and its valued investors. Conferences/Non-Deal
Investors
Investor Relations website
As a specialised function, IR Roadshows

maintains close contact with

global investors, analysts, market experts, capital markets, financial communities and financial journalists
on a proactive basis. Through this, the relevant stakeholders are kept informed about the Company’s
financial results, regulatory landscape, shareholder returns, growth opportunities and strategic ambitions,

Financial Analysis
while objectively sharing the associated risk and rewards.

This also reflects Grameenphone’s commitment towards developing the capital market of the country by
introducing global best practices and ensuring transparency, accountability, corporate governance, and
compliance. Grameenphone’s Investor Relations website is updated with the latest information. An email
address and hotline number are listed for direct access to key persons. Notable events that IR conducted
during the year 2023 were the release of quarterly earnings and frequent conference calls with the
financial and capital markets community.

m) Shareholders
Additional Information

i. Communications with Shareholders

Grameenphone believes good Corporate Governance involves openness and trustful cooperation
between all stakeholders involved in the Company, including the owners of the Company –
the Shareholders. The Company values the importance of effective communication with our
Shareholders and Investors. Information is communicated to the Shareholders regularly through
several forums and publications. The Company has adopted a detailed policy on information
disclosure and communication. In compliance with continuous disclosure requirements, the
Company’s policy is that Shareholders will be informed of all major developments that impact the
business of the Company in a routine manner so that they are able to make informed decisions.

ii. Information Disclosure

In accordance with the disclosure requirements, the Company follows the following three main forms
of information disclosure:

• Continuous disclosure – which is its core disclosure and primary method of informing the market
and Shareholders;

• Periodic disclosure – in the form of quarterly and yearly reporting of financial results and other
issues; and
50 Grameenphone Ltd. 1 2 3 4

• Event-based disclosure – as and when required, of administrative and corporate developments,

usually through stock exchanges and press releases.

All information provided to BSEC and Stock Exchanges are immediately made available to the
Shareholders and the market on the Company’s Investor Relations section of the website:
www.grameenphone.com

iii. Annual General Meeting (AGM)

The General Meeting of the Shareholders is the
supreme governing forum in Grameenphone. The Electronic Medium Voting at
Grameenphone General Meeting
Company recognises the rights of Shareholders
and the Shareholder interests are primarily Voting by shareholders at the AGM 2023
was done by poll pursuant to the provision
ensured through Grameenphone’s Annual of the Companies Act, 1994 and BSEC’s
notification dated 10 March 2021.
General Meeting (AGM). The Company also All resolutions at Grameenphone’s 26th
AGM were voted on by poll so as to reflect
encourages Shareholders’ active participation in shareholders’ shareholding interests and
ensure greater transparency.
the AGM and other General Meetings. The AGM
Grameenphone used electronics poll
provides a useful forum for our Shareholders to voting system to register the votes of
shareholders who participated the AGM.
engage directly with Grameenphone’s Board of When voting on a resolution has closed,
Directors and Management. The Board Members the poll voting results, including the
number and percentage of votes cast
and Statutory Auditors attend the AGM to for and against the resolution, were
immediately broadcasted, the poll voting
respond to Shareholders’ queries on the results, results were filed with BSEC after the AGM.

or any other aspect of the Company.

Notices of the AGM, together with the annual reports, are generally issued to all Shareholders
(including foreign shareholders) at least 21 days prior to the scheduled meeting. This provides ample
time for shareholders to review the documents ahead of the meetings and appoint their proxies to
attend the meetings if they wish.

According to the Bangladesh Securities and Exchange Commission notification dated 31 March 2021,
the 26th Annual General Meeting (AGM 2023) was held virtually by using a digital platform on 02 May 2023.

To encourage the participation of Shareholders at its general meeting, The Company designed the
virtual format of the 26th AGM to enhance, rather than constrain, shareholder access, participation
and communication. For example, the online format allowed Shareholders to communicate with
the Company in advance of and during the meeting so that they could ask any relevant questions
or provide comments on performance or any other aspect of the Company. Shareholders were
allowed to cast their votes on the Agenda items through the system. The Company will continue to
explore leveraging technology to facilitate Shareholders’ participation and enhance proceedings of
General Meetings.

As part of Grameenphone’s commitment towards more environmentally friendly and sustainable

practices, Grameenphone makes its annual reports available online at the Grameenphone website.
Printed copies of Grameenphone’s annual reports are made available upon request.

iv. Website
All financial results and key performance indicators as well as other relevant financial and non-
financial data are posted on the Investor Relations section of the Company’s website: www.
grameenphone.com

v. Redressing Investor Complaints/Queries

Whilst the Company aims to provide sufficient information to Shareholders and Investors about the
Company and its activities, it also recognises that Shareholders may have specific complaints/queries
relating to their shareholding. These queries may be directed at +88 01711555888 or emailed to
Grameenphone Share Office at [email protected]

Grameenphone believes in transparency and accountability to society as a whole through the

establishment of an efficient and effective Corporate Governance regime. The Company also believes
that Corporate Governance is a journey and not a destination and that it needs to be continuously
developed, nurtured and adapted to meet not only the varying needs of a modern business house but
also the aspirations of valued investors, stakeholders and society at large, as well.
Elevated Lifestyle is

Grameenphone worked out a smart

integrated connectivity to open up new
possibilities for all. With future-ready IoT
devices and the 'Alo' unified app, users
can easily monitor their loved ones from
anywhere. Additionally, the innovative 'gpfi'
wireless home internet solution offers an
immersive internet and entertainment
experience in Bangladesh.
 52 Grameenphone Ltd. 1 2 3 4

Directors’ Report
For the Year ended 31 December 2023

This report has been prepared in compliance with Section 184 of the Companies Act 1994 and Corporate
Governance Code 2018 of the Bangladesh Securities and Exchange Commission (BSEC) and BSEC notification
dated 03 June 2018.

Grameenphone navigated 2023 by prioritising customer-centric digitalisation and a future-ready network,

while adhering to regulatory requirements and upholding our commitment to high standards of corporate
governance.

Empowering Digital Transformation

The year began with the lifting of the regulatory ban on SIM sales, allowing Grameenphone to resume its pivotal role
in enabling the nation’s digitalisation journey with cutting-edge solutions and pioneering initiatives, in tandem with
national infrastructure development.

Future-Fit Organisation
Our modernisation journey has set the stage for a future ready Grameenphone to be a stronger enabler of a
Smart Bangladesh. Through strategic partnerships, innovation, and collaboration, we have established a firm
foundation for sustained growth and success, positioning ourselves to tackle emerging challenges and seize new
opportunities.

Telco Tech Innovations

Embarking on a telco tech journey, Grameenphone has empowered the future with smart solutions. From the Alo
intuitive app for IoT solutions to industry-first offerings like GP Prime and Tourist SIM, we have kept customers at
the centre of every innovation. In 2023, 10.1% growth in 4G data users and 23% increase in data volume testify to our
commitment towards excellence.

Resilient Investments Amid Challenges

Grameenphone invested BDT 33.1 billion in 2023, ensuring network expansion, covering 96.9% of the geography
and reaching 99.6% of the population for a seamless customer experience. Our commitment to innovation
is evident in the Company’s advancements in 4G and 5G readiness, increased fibre connectivity and resilient
network support during natural disasters.

Contributions to National Development

As the telecom sector’s highest taxpayer for eight years in a row, contributing BDT 121.8 billion in 2023 and BDT
1,182.6 billion since the inception to the National Exchequer, Grameenphone affirms its role as a partner to Smart
Bangladesh and a responsible corporate entity, actively contributing to Bangladesh’s development and building a
technologically advanced country.

Social Impact and Sustainability

The Company goes beyond connectivity, it is dedicated to empowering lives and creating a positive impact. With
programmes like GP Academy and GP Accelerator, Grameenphone foster economic opportunities. Recognised
by Bloomberg as Bangladesh’s leading corporation for sustainable development initiatives, Grameenphone aims
to reduce carbon emissions by 50% by 2030 and has deployed 1,200 solar panel-supported towers for sustainable
connectivity.

Digital Literacy and Inclusivity

In collaboration with Telenor, UNICEF, and other partners, Grameenphone is committed to providing digital literacy
support to children and marginalised groups. In 2023, we trained over 188 thousand people through various
initiatives to promote inclusivity and internet safety.

Disclosure/Statements according to the Provisions of the BSEC’s Corporate Governance Code 2018
• Segment/Product Wise Performance
Across the country, Grameenphone provides its products and services to customers and evaluates its service
revenue performance. Relevant disclosure is provided in the notes to the Financial Statements.
In 2023, Grameenphone posted BDT 158.7 billion total revenue with 5.5% growth compared to last year as
an outcome of continuous network coverage expansion and spectrum deployment to improve the network
experience along with customer-centric market activity.
During the year, Grameenphone continued to utilise its own, as well as third-party, digital channels to evolve
and promote its data services by launching attractive packs for customers to provide better value along with an
enhanced experience. This has resulted in a 19.5% growth in data revenue compared to last year.
 1 2 3 4 Annual Report 2023 53
53

(+8,312) Figures in BDT million

+5.5%

7,419 205 1,076 817 0.3 158,716

346 5
(-6.9%) (2.1%) (15.8%) (-0.01%)
(-5.3%) (22.6%)
150,403 1,006
(19.5%)
(1.3%)

Revenue Growth

FY 2022 Voice Data SMS & VAS Bundle Other Other Interconnection Non-Service FY 2023
Subscription Service
& Traffic revenue

Strategic Overview
From last year, voice only revenue increased by 1.3% while bundle revenue decreased by 5.3%. The de-growth
in bundle revenue was primarily caused by the personalised offers in product portfolio to meet the evolving
needs of our customers. ‘SMS and VAS’ includes Content services, SMS and MMS revenue. The de-growth
came from SMS revenue which has continued to decrease due to higher OTT platform usage for short
message communication.
‘Other Subscription and Traffic’ revenue includes outbound roaming services, connection fees and USSD
revenue from mobile-financial services. The growth in other subscription and traffic revenue mainly came from
higher connection fees as the second half of last year was impacted by the SIM ban.

ESG Report
‘Other service revenue’ segment mainly includes revenue from IoT and mobile financial services and ‘Non-
Service Revenue’ segment includes customer equipment, i.e. sale of handsets, internet modems, vehicle
tracking systems and telecom infrastructure sharing etc.
Revenue generating from incoming traffic which originate from outside the Grameenphone network, has been
posted as interconnection revenue. Compared to last year, interconnection revenue increased by 15.8% in 2023
due to increase in application to person messaging (A2P) service.
Grameenphone added 2.8 million subscribers in 2023 after SIM sale restrictions were withdrawn in the
beginning of the year. At the end of year 2023, Grameenphone’s total subscriber base reached at 82.0 million, a
3
3.6% growth from last year, including 57% active data users.

Financial Analysis
In 2023, Grameenphone continued its investment momentum with more than 2,100 fibreised sites, concluding
the year with more than 40% fibreised sites, compared to 34% in the previous year. To improve the 4G network
experience, Grameenphone deployed the 60 MHz spectrum in more than 2,300 sites, alongside re-farming and
capacity expansion of the existing spectrum. Additionally, Grameenphone rolled out more than 1,600 new 4G
sites during the year, taking the total number of 4G sites to more than 21,200, covering 97.9% of the population
under the 4G network. At the same time, Grameenphone also focused on coverage expansion, resulting in
more than 1,300 new coverage sites in 2023, covering 99.6% of the total population.

• Review on Operating Expense, Operating Profit Margin and Net Profit Margin
Additional Information

Operating expenses consist of material and traffic charges, salaries and personnel costs, operation and
maintenance, energy costs, sales and marketing costs, revenue sharing, spectrum charges and licence
fees, depreciation and amortisation expenses, and other expenses. In 2023, operating expenses were BDT
94.3 billion, an 8.6% increase compared to
last year. The growth in operating expenses Operating Profit and
mainly resulted from higher depreciation NPAT & NPAT Margin
Operating Profit Margin
and amortisation, energy costs, operation
and maintenance, revenue sharing and other 64.4 63.6 33.1 30.1
operating expenses. Operating profit for the
year 2023 stood at BDT 64.4 billion, with a
margin of 40.6%. 40.6% 42.3%
Net profit after tax for the year 2023 was BDT 20.8% 20.0%
33.1 billion with a margin of 20.8%. The BDT 3
billion increase in net profit after tax from last
year resulted from higher profit before tax
and lower tax expenses. Earnings Per Share
FY 2023 FY 2022 FY 2023 FY 2022
(EPS) for the year 2023 stood at BDT 24.49 as
compared to BDT 22.29 for the year 2022, a g Operating Profit (Bn BDT) g NPAT (Bn BDT)
year-on-year increase of 9.9%. ■ Operating Profit Margin % ■ NPAT Margin %
54 Grameenphone Ltd. 1 2 3 4

• Significant Variance of Financial Statements

No significant variations have occurred between the quarterly and final financial performances of the Company
during the year 2023 except for the following:
Total assets as at 31 December 2023 have increased by 8.28% compared to that of 31 December 2022 mainly
due to an increase in cash and cash equivalents.
Total liabilities as at 31 December 2023 have decreased by 3.71% compared to that of 31 December 2022
mainly due to a decrease in current and deferred tax liabilities, loans and borrowings which is partially offset by
increase in dividend payable.
Revenue has grown by 5.53% which is discussed in the “Review of Segment/Product Wise Performance”
segment of this report.
Total expenses for the year 2023 have increased by 4.43% compared to that of the comparative year mainly due
to an increase in depreciation and amortisation expense.
Net change in cash and cash equivalent for the year 2023 compared to that of the comparative year has
increased by BDT 12.94 billion due to higher cash receipts from customers, lower payment of dividends, higher
payment to suppliers, income tax, acquisition of fixed assets and lease liabilities.
Other variances from business operations are sufficiently disclosed in the relevant segments of this
Annual Report.

• Directors’ Declaration on the Financial Statements

The Board is responsible for presenting an accurate and fair view of the Company’s financial performance and
position as a part of good governance. To that end, the Directors confirm to the best of their knowledge that:

a) The Financial Statements, prepared by the Management of the Company, present its state of affairs, the
result of its operations, cash flows and changes in equity fairly;
b) Proper books of account of the Company have been maintained;
c) Appropriate accounting policies have been consistently applied in the preparation of the Financial
Statements and the accounting estimates are based on reasonable and prudent judgement;
d) International Financial Reporting Standards (IFRSs) have been followed in the preparation of the Financial
Statements and any departure therefrom has been adequately disclosed;
e) The system of internal control is sound in design and has been effectively implemented and monitored; and
f) There is no doubt upon the Company’s ability to continue as a going concern.

• Director Remuneration
No remuneration is given to the Directors of the Board apart from attendance fees in connection with Board
and Board Sub-Committee meetings. During the year 2023, attendance fees in connection with Board and
Board Sub-Committee meetings were BDT 1,962,089 (2022: BDT 1,680,489). Foreign Directors do not receive
attendance fees in connection with Board and Board Sub-Committee meetings.

• Minority Interest
The Board of Directors is committed to ensuring the highest standards of governance designed to protect
the interests of all stakeholders, including the rights of its minority shareholders while promoting integrity,
transparency, and accountability. The Board of Directors shall always act in the best interest of the Company.

• Risks & Concerns

Risk Management is embedded in Grameenphone’s strategic and operational framework. We believe that
risk resilience is the key to achieving our strategic goals and securing a sustainable business environment. The
Company’s Board and Management are fully committed to maintaining an effective risk management process
to safeguard its assets and Shareholders’ interests.

Grameenphone’s robust risk management framework encompasses strategic, regulatory, financial,

operational, technological, safety and climate risks. There is a structured risk management process in place for
the timely identification, assessment and prioritisation of risks affecting the Company in the short term and in
the foreseeable future. The process also suggests setting a mitigation strategy to adequately address the risks,
to foster a reliable and secure business environment.

Detailed updates on the risk management process have been covered under the Enterprise Risk Management
section of the Annual Report on page 17.
 1 2 3 4 Annual Report 2023 55
55

• Industry Outlook and Possible Future Developments

Bangladesh experienced macro-economic challenges in 2023 which impacted the Telecom sector along with
other industries. The continuous decline of the forex reserve and devaluation of local currency put pressure
on the economy for which the government took a conservative approach to imports. Consequently, telecom
operators faced challenges in importing network equipment in the 2nd half of 2023. Nevertheless, telecom
and ICT remain at the core of the government’s vision and the sector saw growth through the year, though at
a lower rate.

In 2023, the Bangladesh telecom sector reversed the slowdown in subscriber base seen in 2022. Mobile
connections reached above 190.5 million at the end of December 2023 compared to 180.2 million connections
at the end of December 2022. The same trend was observed for mobile data subscribers which reached 118.5
million at the end of December 2023 compared to 112.5 million at the end of 2022.

Throughout the year, Grameenphone, along with all the other mobile operators, has dedicated efforts towards

Strategic Overview
improved network service quality and catering to higher data demand. Bangladesh Telecommunications
Regulatory Commission (BTRC) has provided strong guidance, following up with MNOs on additional
KPIs related to QoS as well as initiating several consultation processes on related policy and regulations.
Consultations were also held with the industry on the data floor price and simplified customer journeys along
with consultations and initiation to reform policies and regulatory issues such as the National Broadband Policy,
2G VAT and late fee amendment, OTT guidelines, Cyber Security Act, Data Protection Act, and NTTN licence
amendment etc.

While the Telecom and ICT sector is a priority area for the Government, economic challenges are likely to
remain in the near future contributing to an unpredictable regulatory and business environment. However, there

ESG Report
is huge potential for the adoption of digital services at government and public levels. Going forward, innovation
with affordability will play a key role in capitalising on the potential in this sector.

• Other statutory Disclosure

• The Company’s financial results have continued to improve since the IPO in 2009 as reflected in the yearly
Financial Statements.
• All significant deviations from the previous year in the Company’s operating results have been highlighted
and reasons thereof have been explained. 3
• The key operating and financial data for the last six years have been disclosed in Annexure -V of this report

Financial Analysis
on page 71.
• All transactions with related parties have been made on a normal course of business. Details of related
parties and related party transactions have been disclosed in note 41 to the Financial Statements 2023 as
per the relevant IFRS requirements.
• As per IAS 1 Presentation of Financial Statements, no items of income and expenses are to be presented as
“extraordinary gain or loss” in the financial statements. Accordingly, no ‘extraordinary gain or loss has been
presented in the Financial Statements.
• The Grameenphone Initial Public Offering (IPO) was made in 2009, and the fund raised thereby has already
Additional Information

been utilised by 30 June 2010 as reported to the regulators. No other equity instrument has been issued
since then.
• Management’s Discussion and Analysis signed by the CEO is disclosed in Annexure-V of this report on
page 69.
• The declaration by the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) on Financial
Statements 2023 to the Board as prescribed is annexed to this report as Annexure-IV on page 68.
• Grameenphone has recommended the final dividend for the year 2023. Grameenphone has not declared
Bonus Share as an Interim and Final Dividend in 2023.
• During 2023, a total of 09 (nine) Board meetings were held, which met the regulatory requirements in this
respect. The attendance records of the Directors are shown in Annexure-II of this report on page 66.
• Shareholding pattern of the Company as on 31 December 2023 is shown in Annexure-III of this report on
page 67.

• Annual Results and Allocations

The Directors take pleasure in reporting the financial results of the Company for the year ended 31 December
2023 and recommended the appropriation as mentioned in the ‘Appropriation of Profit’ table below:
 56 Grameenphone Ltd. 1 2 3 4

Figure in BDT million

2023 2022
Profit available for Appropriation
Profit/ (Loss) after tax 33,075 30,092
Other comprehensive income (loss), net of tax 232 (2)
Un-appropriated profit brought forward from previous year 24,853 28,521
Total Amount available for Appropriation 58,160 58,611
Appropriation
Final Dividend Paid for Previous Year (12,828) (16,879)
Interim Dividend Paid for Current Year - (16,879)
Closing Retained Earnings at Year End (before Proposed Final Dividend) 45,332 24,853
Proposed Final Dividend for the Year (2023: 125% Cash and 2022: 95% cash) (16,879) (12,828)
Retained Earnings after Proposed Dividend 28,453 12,025

Dividend
For the year ended 31 December 2023, the Board of Directors of the Company are pleased to recommend a Final
Cash Dividend @ 125% of the paid-up capital amounting to BDT 16,878,750,275 which is BDT 12.50 per share of BDT
10 each for the year 2023 out of the divisible profits of the Company and represents 51.03% of the Profit After Tax
for the year 2023 for consideration and approval of the Shareholders for distribution.
The above recommendation of dividend is as per the Board approved dividend policy which is disclosed in the
“Dividend Distribution Policy” section of the Annual Report 2023 on page 46.

Corporate Governance Approach

Grameenphone is committed to maintaining high standards of corporate governance in the Company through
a culture of accountability, transparency and well-understood policies and procedures. In line with the same, the
Company has complied with the conditions as stipulated in the Corporate Governance Code issued by BSEC.
In this connection, compliance status has been annexed to this report as Annexure-I on page 57. Furthermore, a
certificate of compliance from M/S Suraiya Parveen & Associates, Chartered Secretaries, confirming compliance
with conditions of the Corporate Governance Code, as stipulated under condition 9(i) of the BSEC Code is also
annexed to this report as Annexure-VI on page 75.

Directors’ Appointment & Re-Appointment

Regarding the appointment, retirement and re-appointment of Directors, the Company is governed by its Articles
of Association, the Companies Act. 1994 and other related legislations. Accordingly, the following Directors of the
Board will retire at this Annual General Meeting. They are, however, eligible for re-appointment:
1. Mr. M Shahjahan
2. Mr. Md. Ashraful Hassan
3. Mr. Håkon Bruaset Kjøl
As per the Corporate Governance Code 2018, after the extension of the tenure of Independent Director for a
second term of three (3) years by the Board, the Shareholders will approve the said extension in the Annual General
Meeting. Accordingly, Mr. Abdul Muyeed Chowdhury’s extension is to be vetted and confirmed at the Company’s
ensuing 27th AGM.
Brief profiles of the Directors being proposed for re-appointment are given on pages 30 and 141 of the Annual
Report, which fulfils condition 1(5)(xxiv) of the Corporate Governance Code of BSEC.

Acknowledgements & Looking Ahead

In essence, 2023 was a year defined by customer trust, network enhancements, and digital focus. Grameenphone
eagerly embraces the future, staying at the forefront of industry trends, driving digital transformation, and
contributing to a safe and sustainable future for Bangladesh.
As we reflect on our achievements, we draw inspiration from our resilient team, the trust of our customers, and the
promising opportunities ahead. Committed to excellence, innovation, and socio-economic development, we strive
for a thriving and inclusive digital future for Bangladesh.
The Board of Directors extends heartfelt gratitude to the Company’s shareholders, investors, regulators, customers,
and partners for their unwavering trust and support. They also express their appreciation to Grameenphone
employees for their dedication and invaluable contributions throughout the year.
For and on behalf of the Board of Directors of Grameenphone Ltd.

Petter-Børre Furberg
Chair
05 February 2024
 1 2 3 4 Annual Report 2023 57
57

Annexure I
Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/
CMRRCD/2006-158/207/ Admin/80, dated 3 June 2018 issued under section 2CC of the Securities and Exchange
Ordinance, 1969:

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

1 Board of Directors (BoD)

1(1) Board Size (number of Board members – minimum √ Grameenphone Board is
5 and maximum 20) comprised of 10 (Ten) Directors

1(2) Independent Directors

Strategic Overview
1(2)(a) At least 2 (two) directors or one-fifth (1/5) of the √ There are 2 (Two) IDs out of total
total number of directors in the Company’s Board, 10 (Ten) Directors
whichever is higher shall be independent directors
1(2)(b)(i) Independent director does not hold any shares in √ The IDs have submitted
the Company or holds less than one percent (1%) declarations about their
shares of the total paid-up shares compliances

1(2)(b)(ii) Independent director is not a sponsor of the √ -do-

Company or is 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 entities who holds one percent

ESG Report
(1%) or more shares of the total paid-up shares of
the Company on the basis of family relationship
and his or her family members also shall not hold
above mentioned shares in the Company
1(2)(b)(iii) Independent director has not been an executive of √ -do-
the Company in the immediately preceding 2 (two)
financial years
1(2)(b)(iv) Independent director does not have any other √ -do-
relationship, whether pecuniary or otherwise,
with the Company or its subsidiary or associated
3
companies

Financial Analysis
1(2)(b)(v) Independent director is not a member or TREC √ -do-
(Trading Right Entitlement Certificate) holder,
director or officer of any stock exchange
1(2)(b)(vi) Independent director is not a shareholder, director √ -do-
excepting independent director or officer of any
member or TREC holder of stock exchange or an
intermediary of the capital market
1(2)(b)(vii) Independent director is not a partner or an √ -do-
executive or was not a partner or an executive
during the preceding 3 (three) years of the
concerned company’s statutory audit firm or audit
Additional Information

firm engaged in internal audit services or audit firm

conducting special audit or professional certifying
compliance of this Code
1(2)(b)(viii) Independent director is not independent director in √ -do-
more than 5 (five) listed companies
1(2)(b)(ix) Independent director has not been reported as a √ -do-
defaulter in the latest Credit Information Bureau
(CIB) report of Bangladesh Bank for nonpayment
of any loan or advance or obligation to a bank or a
financial institution
1(2)(b)(x) Independent director has not been convicted for a √ -do-
criminal offence involving moral turpitude
58 Grameenphone Ltd. 1 2 3 4

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

1(2)(c) The independent director(s) shall be appointed by √ a) Based on the NRC

the Board and approved by the shareholders in the recommendation, the Board
Annual General Meeting (AGM). extended the tenure of Mr.
Abdul- Muyeed Chowdhury as
an Independent Director for a
Provided that the Board shall appoint the
second term of three (3) years
independent director, subject to prior consent and the BSEC approved his said
of the Commission, after due consideration extension on 03 October 2023.
of recommendation of the Nomination and The Shareholders will approve
Remuneration Committee (NRC) of the Company his extension in the upcoming
27th AGM.

b) Dr. Salahuddin is in his 2nd

term, and his extension was
approved at the 25th AGM

1(2)(d) The post of independent director(s) cannot remain √ No such case in the reporting
vacant for more than 90 (ninety) days; year

1(2)(e) The tenure of office of an independent director √ Based on the NRC

shall be for a period of 3 (three) years, which may be recommendation, the Board
extended for 1 (one) tenure only extended the tenure of Mr.
Abdul-Muyeed Chowdhury as
an Independent Director for a
second term of three (3) years
and the BSEC approved his
extension on 03 October 2023.
The Shareholders will approve
his extension in the upcoming
27th AGM.

The tenure of Dr. Salahuddin as

an Independent Director was
extended for a second term of
three (3) years with the approval
of BSEC and Shareholders

1(3) Qualification of Independent Director

1(3)(a) Independent director shall be a knowledgeable √ The qualification and
individual with integrity who is able to ensure background of IDs justify their
compliance with financial laws, regulatory abilities as such
requirements and corporate laws and can make
meaningful contribution to the business
1(3)(b)(ii) Corporate Leader who is or was a top level √
executive not lower than Chief Executive Officer
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 Compliance or Head of Legal
Service or a candidate with equivalent position
of an unlisted company having minimum paid-up
capital of BDT 100 million or of a listed company;
1(3)(b)(iii) Independent director shall be former or existing √
official of government or statutory or autonomous
or regulatory body in the position not below 5th
Grade of the national pay scale, who has at least
educational background of Bachelor degree in
Economics or Commerce or Business or law
1(3)(b)(iv) Independent director shall be university teacher √
who has educational background in Economics or
Commerce or Business Studies or Law
1(3)(c) Independent director shall have at least 10 (ten) √
years’ experiences in any field mentioned in clause

(b) of the Code

1(4)(a) The positions of the Chair of the Board and the √ The Chair and the CEO are
Chief Executive Officer (CEO) of the Company shall different individuals with
be filled by different individuals clearly defined roles and
responsibilities

1(4)(b) The CEO shall not hold the same position in another √ The CEO does not hold the
listed company same position in any other listed
company
 1 2 3 4 Annual Report 2023 59
59

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

1(4)(c) The Chair of the Board shall be elected from among √ All Board members are non-
the non-executive directors of the Company executive directors. The Chair
of the Board is non-executive
director

1(4)(d) The Board shall clearly define respective roles and √ The Board clearly defined the
responsibilities of the Chair and the CEO roles and responsibilities of the
Chair and the CEO

1(4)(e) In the absence of the Chair of the Board, the None No such case in the
remaining members may elect one of themselves reporting year
from non-executive directors as Chair for that
particular Board’s meeting; the reason of absence
of the regular Chair shall be duly recorded in the

Strategic Overview
minutes
1(5) The Directors’ Report shall include the following additional statements
1(5)(i) Industry outlook and possible future developments √ Included in the Directors’ Report
in the industry on Page 55 of the Annual Report

1(5)(ii) Segment-wise or product-wise performance √ Included in the Directors’ Report

on Page 52 of the Annual Report

1(5)(iii) Risks and concerns including internal and external √ Included in the Directors’ Report
risk factors, threat to sustainability and negative on Page 54 of the Annual Report
impact on environment, if any

ESG Report
1(5)(iv) Discussion on Cost of Goods sold, Gross Profit √ Included in the Directors’ Report
Margin and Net Profit Margin, where applicable on Page 53 of the Annual Report

1(5)(v) Discussion on continuity of any extraordinary √ Included in the Directors’ Report

activities and their implications (gain or loss) on Page 55 of the Annual Report

1(5)(vi) Detailed discussion on related party transactions √ Included in the Directors’ Report
along with a statement showing amount, nature of on Page 55 of the Annual Report
related party, nature of transactions and basis of
transactions of all related party transactions
3
1(5)(vii) Statement of utilisation of proceeds raised through √ Included in the Directors’ Report
on Page 55 of the Annual Report

Financial Analysis
public issues, rights issues and/or any other
instruments
1(5)(viii) Explanation if the financial results deteriorate after √ Included in the Directors’ Report
the Company goes for Initial Public Offering (IPO) on Page 55 of the Annual Report

1(5)(ix) Explanation on any significant variance that occurs √ Included in the Directors’ Report
between Quarterly Financial performances and on Page 54 of the Annual Report
Annual Financial Statements
1(5)(x) Statement of remuneration paid to the directors √ Included in the Directors’ Report
including independent directors on Page 54 of the Annual Report
Additional Information
1(5)(xi) Statement that the financial statements prepared √ Included in the Directors’ Report
by the management of the issuer company present on Page 54 of the Annual Report
fairly its state of affairs, the result of its operations,
cash flows and changes in equity
1(5)(xii) Proper books of account of the issuer company √ Included in the Directors’ Report
have been maintained on Page 54 of the Annual Report

1(5)(xiii) Appropriate accounting policies have been √ Included in the Directors’ Report
consistently applied in preparation of the financial on Page 54 of the Annual Report
statements and that the accounting estimates are
based on reasonable and prudent judgement
1(5)(xiv) International Accounting Standards (IAS) or √ Included in the Directors’ Report
International Financial Reporting Standards (IFRS), on Page 54 of the Annual Report
as applicable in Bangladesh, have been followed
in preparation of the financial statements and
any departure there from has been adequately
disclosed
1(5)(xv) The system of internal control is sound in design √ Included in the Directors’ Report
and has been effectively implemented and on Page 54 of the Annual Report
monitored
60 Grameenphone Ltd. 1 2 3 4

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

1(5)(xvi) A statement that minority shareholders have been √ Included in the Directors’ Report
protected from abusive actions by, or in the interest on Page 54 of the Annual Report
of, controlling shareholders acting either directly or
indirectly and have effective means of redress
1(5)(xvii) There is no significant doubt upon the issuer √ Included in the Directors’ Report
company’s ability to continue as a going concern, if on Page 54 of the Annual Report
the issuer company is not considered to be a going
concern, the fact along with reasons thereof shall
be disclosed
1(5)(xviii) Explanation that significant deviations from the √ Included in the Directors’ Report
last year’s operating results of the issuer company on Page 55 of the Annual Report
shall be highlighted and the reasons thereof shall be
explained
1(5)(xix) Key operating and financial data of at least √ Included in the Directors’ Report
preceding five (5) years shall be summarised on Page 71 of the Annual Report

1(5)(xx) An explanation on the reasons if the issuer Not No such case in the reporting
company has not declared dividend (cash or stock) Applicable year
for the year
1(5)(xxi) Board’s statement to the effect that no bonus share √ Included in the Directors’ Report
or stock dividend has been or shall be declared as on Page 55 of the Annual Report
interim dividend
1(5)(xxii) The total number of Board meetings held during the √ Included in the Directors’ Report
year and attendance by each director on Page 66 of the Annual Report

1(5)(xxiii) Pattern of shareholding and name wise details

1(5)(xxiii)(a) Parent or Subsidiary or Associated Companies and √ Included in the Directors’ Report
other related parties on Page 67 of the Annual Report

1(5)(xxiii)(b) Directors, Chief Executive Officer, Company √ Included in the Directors’ Report
Secretary, Chief Financial Officer, Head of Internal on Page 67 of the Annual Report
Audit and Compliance and their spouses and minor
children
1(5)(xxiii)(c) Executives √ Included in the Directors’ Report
on Page 67 of the Annual Report

1(5)(xxiii)(d) Shareholders holding ten percent (10%) or more √ Included in the Directors’ Report
voting interest in the Company on Page 67 of the Annual Report

1(5)(xxiv) In case of the appointment/re-appointment of a director, disclose:

1(5)(xxiv)(a) A brief resume of the director √ Given on Page 30 of the Annual
Report

1(5)(xxiv)(b) Nature of his/her expertise in specific functional √ Given on Page 30 of the Annual
areas Report

1(5)(xxiv)(c) Names of Companies in which the person also √ Given on Page 141 of the Annual
holds the Directorship and the membership of Report
committees of the Board
1(5)(xxv) Management’s Discussion and Analysis signed by CEO presenting detailed analysis of the
Company’s position and operations along with a brief discussion of changes in the financial
statements, among others, focusing on:
1(5)(xxv)(a) Accounting policies and estimation for preparation √ Stated as Annexure -V
of financial statements (Management’s Discussion
and Analysis) of the Directors’
Report on Page 69 of the Annual
Report

1(5)(xxv)(b) Changes in accounting policies and estimation, √ -do-

if any, clearly describing the effect on financial
performance or results and financial position
as well as cash flows in absolute figure for such
changes
1(5)(xxv)(c) Comparative analysis (including effects of inflation) √ -do-
of financial performance or results and financial
position as well as cash flows for current financial
year with immediate preceding five years explaining
reasons thereof
 1 2 3 4 Annual Report 2023 6161

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

1(5)(xxv)(d) Compare such financial performance or results √ -do-

and financial position as well as cash flows with the
peer industry scenario
1(5)(xxv)(e) Briefly explain the financial and economic scenario √ -do-
of the country and the globe
1(5)(xxv)(f) Risks and concerns issues related to the financial √ -do-
statements, explaining such risk and concerns
mitigation plan of the company; and
1(5)(xxv)(g) Future plan or projection or forecast for company’s √ -do-
operation, performance and financial position, with

Strategic Overview
justification thereof, i.e., actual position shall be
explained to the shareholders in the next AGM
1(5)(xxvi) Declaration or certification by the CEO and the CFO √ Stated as Annexure -IV of the
to the Board Directors’ Report on Page 68 of
the Annual Report

1(5)(xxvii) The report as well as certificate regarding √ The Certificate regarding

compliance of conditions of this Code shall be compliance of the conditions
disclosed is disclosed on page 75 of the
Annual Report

1(5)(xxviii) The Directors’ Report to the shareholders does not √

require to include the business strategy or technical
specification related to products or services, which
have business confidentiality

ESG Report
1(6) The company shall conduct its Board meetings √ Company conducts its Board
and record the minutes of the meetings as well as meetings and record the
keep required books and records in line with the minutes of the meetings as
well as keep required books
provisions of the relevant Bangladesh Secretarial
and records as per provisions
Standards (BSS) as adopted by the Institute of of the Companies Act 1994
Chartered Secretaries of Bangladesh (ICSB) and Bangladesh Secretarial
Standards (BSS) as adopted
by ICSB

1(7)(a) The Board shall lay down a Code of Conduct, based √ There is a written Code of
Conduct for the Chair of the
3
on the recommendation of the Nomination and
Remuneration Committee (NRC) at condition No. Board, other Board Members

Financial Analysis
and CEO of the Company, which
6, for the Chair of the Board, other board members
was recommended by the NRC
and Chief Executive Officer of the company and approved by the Board

1(7)(b) The Code of Conduct as determined by the NRC √ The Code of Conduct as
shall be posted on the website of the company recommended by the NRC
and approved by the Board is
available on the website of the
Company

2 Governance of Board of Directors of Not Grameenphone does not have

Subsidiary company applicable any subsidiary Company as on
reporting date Additional Information
3(1)(a) The Board shall appoint a Chief Executive Officer √ The CEO, CFO, CS, Head of
(CEO), a Company Secretary (CS), a Chief Financial Internal Audit and Head of
Officer (CFO) and a Head of Internal Audit and Ethics & Compliance have been
appointed by the Board
Compliance (HIAC)
3(1)(b) The positions of the CEO, CS, CFO and HIAC shall Not The CEO, CEO, CS, Head of
be filled by different individuals applicable Internal Audit and Head of Ethics
& Compliance are different
individuals and their roles and
responsibilities are separately
defined

3(1)(c) The CEO, CS, CFO and HIAC of a listed company √ The CEO, CFO, CS, Head of
shall not hold any executive position in any other Internal Audit and Head of Ethics
company at the same time & Compliance do not hold any
executive position in any other
company

3(1)(d) The Board shall clearly define respective roles, √ The roles and responsibilities
responsibilities and duties of the CFO, the HIAC and are separately defined
the CS
3(1)(e) The CEO, CS, CFO and HIAC shall not be removed None No such case in the reporting
from their position without approval of the year
Board as well as immediate dissemination to the
Commission and stock exchange(s)
62 Grameenphone Ltd. 1 2 3 4

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

3(2) The CEO, CS, CFO and HIAC of the company shall √ The CEO, CFO, CS, Head of
attend the meetings of the Board Internal Audit and Head of Ethics
& Compliance attended in the
Board Meetings

3(3)(a) The CEO and CFO shall certify to the Board that they √ The CEO and CFO have duly
have reviewed financial statements for the year and certified to the Board and the
that to the best of their knowledge and belief declaration is disclosed as
Annexure-IV on page 68 of the
Annual Report

3(3)(a)(i) These statements do not contain any materially √ -do-

untrue statement or omit any material fact or
contain statements that might be misleading
3(3)(a)(ii) These statements together present a true and √ -do-
fair view of the company’s affairs and are in
compliance with existing accounting standards and
applicable laws
3(3)(b) The CEO and CFO shall also certify that there √ -do-
are, to the best of their knowledge and belief, no
transactions entered into by the Company during
the year which are fraudulent, illegal or in violation
of the Code of Conduct for the Company’s Board
or its members
3(3)(c) The certification of the CEO and CFO shall be √ The declaration by the CEO and
disclosed in the Annual Report CFO is disclosed on page 68 of
the Annual Report

4(i) There shall be an Audit Committee as a sub- √ The Board formed the Audit
committee of the Board Committee on 10 November
2008

4(ii) There shall be a Nomination and Remuneration √ The Board formed the NRC on 11
Committee as a sub-committee of the Board December 2018

5(1)(a) The company shall have an Audit Committee √ Audit Committee is established
as per BSEC guidelines

5(1)(b) The Audit Committee shall assist the Board in √ The Audit Committee
ensuring that the financial statements reflect true discharges as per BSEC
and fair view of the state of affairs of the company guidelines
and in ensuring a good monitoring system within
the business
5(1)(c) The Audit Committee shall be responsible to the √ The duties of the Audit
Board; the duties of the Audit Committee shall be Committee are clearly defined
clearly set forth in writing in the Board approved Audit
Committee Charter as per BSEC
guidelines

5(2)(a) The Audit Committee shall be composed of at least √ Audit Committee comprises of
3 (three) members 3 (three) members

5(2)(b) The Board shall appoint members of the Audit √ All members of the Audit
Committee who shall be non-executive directors of Committee are non-executive
the company excepting Chair of the Board and shall directors, out of which one
member is ID. All the members
include at least 1 (one) independent director
are appointed by the Board.
The Chair of the Board is not
the member of the Audit
Committee

5(2)(c) All members of the audit committee should be √ Based on the academic
“financially literate” and at least one (1) member qualifications and professional
shall have accounting or related financial experience, which provided on
pages 30 to 32 of the Annual
management background and ten (10) years of
Report demonstrate that all the
such experience existing members of the Audit
Committee are “financially
literate” and they have “related
financial management’
experience as per BSEC
notification

5(2)(d) The Board shall appoint new Committee member None No such case in the reporting
to fill up the casual vacancy immediately or not year
later than 60 (sixty) days from the date of vacancy
in the Committee to ensure continuity of the
performance of work of the Audit Committee
5(2)(e) The Company Secretary shall act as the secretary √ In practice
of the Committee
 1 2 3 4 Annual Report 2023 63
63

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

5(2)(f) The quorum of the Audit Committee meeting shall √ In practice

not constitute without at least one (1) independent
director
5(3)(a) The Board shall select 1 (one) member of the √ The Chair of the Audit
Audit Committee to be Chairperson of the Audit Committee is an Independent
Committee, who shall be an independent director Director

5(3)(b) In the absence of the Chairperson of the Audit √ No such case in the reporting
Committee, the remaining members may elect year
one of themselves as Chair for that particular
meeting and the reason of absence of the regular
Chairperson shall be duly recorded in the minutes

Strategic Overview
5(3)(c) Chair of the Audit Committee shall remain present √ The Chair of the Audit
in the Annual General Meeting (AGM) Committee attended in the 26th
AGM held on 02 May 2023

5(4)(a) The Audit Committee shall conduct at least four (4) √ There were six (6) meetings held
meetings in a financial year during the reporting period

5(4)(b) The quorum of the meeting of the Audit Committee √ In practice

shall be constituted in presence of either two
members or two third of the members of the Audit
Committee, whichever is higher, where presence of
an independent director is a must
5(5) Meeting of the Audit Committee

ESG Report
5(5)(a) Oversee the financial reporting process √ The Audit Committee performs
as per BSEC’s guidelines

5(5)(b) Monitor choice of accounting policies and √ -do-

principles
5(5)(c) Monitor Internal Audit and Compliance, including √ -do-
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 √ -do- 3
auditors

Financial Analysis
5(5)(e) Hold meeting with the external or statutory auditors √ -do-
for review of the annual financial statements before
submission to the Board for approval or adoption
5(5)(f) Review along with the management, the annual √ -do-
financial statements before submission to the
Board for approval
5(5)(g) Review along with the management, the quarterly √ -do-
and half yearly financial statements before
submission to the Board for approval
5(5)(h) Review the adequacy of internal audit function √ -do- Additional Information

5(5)(i) Review the Management’s Discussion and Analysis √ -do-

before disclosing in the Annual Report
5(5)(j) Review statement of all related party transactions √ -do-
submitted by the management
5(5)(k) Review Management Letters or Letter of Internal √ -do-
Control weakness issued by statutory auditors
5(5)(l) Oversee the determination of audit fees and √ -do-
evaluate the performance of external auditors
5(5)(m) Oversee whether the proceeds raised through None No IPO was made in the year
Initial Public Offering (IPO) have been utilised as per 2023
the purposes stated in relevant offer document or
prospectus approved by the Commission
5(6)(a)(i) The Audit Committee shall report on its activities to √
the Board
5(6)(a) (ii)(a) The Audit Committee shall report on conflicts of None No such event in the reporting
interests year

5(6)(a) (ii) Suspected or presumed fraud or irregularity or None No such event in the reporting
(b) material defect identified in the internal audit and year
compliance process or in the financial statements
64 Grameenphone Ltd. 1 2 3 4

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

5(6)(a) (ii)(c) Suspected infringement of laws, regulatory None No such event in the reporting
compliances including securities related laws, rules year
and regulations; and
5(6)(a) (ii) Any other matter which the Audit Committee None No such event in the reporting
(d) deems necessary shall be disclosed to the Board year
immediately
5(6)(b) Reporting to BSEC (if any, which has material None No such event in the reporting
impact on the financial condition and results year
of operation, unreasonably ignored by the
management)
5(7) Reporting to the Shareholders and General √ Activities of the Audit
Investors of Audit Committee Activities, which shall Committee are reported on
be signed by the Chair of the Audit Committee and page 36 of the Annual Report
disclosed in the Annual Report
6(1)(a) The company shall have a Nomination and √ NRC is established as per BSEC
Remuneration Committee (NRC) guidelines

6(1)(b) The NRC shall assist the Board in formulation of √ The NRC discharges as per
the nomination criteria or policy for determining given guidelines
qualifications, positive attributes, experiences and
independence of directors and top-level executive
as well as a policy for formal process of considering
remuneration of directors, top level executive
6(1)(c) The Terms of Reference (ToR) of the NRC shall be √ The duties of the NRC are clearly
clearly set forth in writing covering the areas stated defined in the Board approved
at the condition No. 6(5)(b) NRC Charter as per BSEC’s
guidelines

6(2)(a) The Committee shall comprise of at least three (3) √ NRC comprises of three (3)
members including an independent director members, which includes one ID

6(2)(b) At least two (2) members of the Committee shall be √ NRC comprises of three (3)
non- executive directors members. Two (2) members
of NRC are non-executive
directors and remaining one is
Independent Director

6(2)(c) Members of the Committee shall be nominated and √ All members of the NRC are
appointed by the Board appointed by the Board

6(2)(d) The Board shall have authority to remove and √ In practice

appoint any member of the Committee
6(2)(e) The Board shall fill the casual vacancy within None No such case in the reporting
one hundred eighty (180) days of such vacancy year
occurring in the Committee
6(2)(f) The Chairperson of the Committee may appoint None No such case in the reporting
or co-opt any external expert and/or member(s) year
of staff to the Committee as advisor who shall be
non- voting member
6(2)(g) The Company Secretary shall act as the secretary √ In practice
of the Committee
6(2)(h) The quorum of the NRC meeting shall not √ No such case in the reporting
constitute without attendance of at least an year
independent director
6(2)(i) No member of the NRC shall receive, either directly √ No such case in the reporting
or indirectly, any remuneration for any advisory or year
consultancy role or otherwise, other than Director’s
fees or honourarium from the company
6(3)(a) The Board shall select 1 (one) member of the NRC √ The Chair of the NRC is an
to be Chair of the Committee, who shall be an Independent Director
independent director
6(3)(b) In the absence of the Chair of the NRC, the None No such case in the reporting
remaining members may elect one of themselves year
as Chairperson for that particular meeting, the
reason of absence of the regular Chairperson shall
be duly recorded in the minutes
6(3)(c) The Chair of the NRC shall attend the annual √ The Chair of the NRC attended
general meeting (AGM) to answer the queries of the in the 26th AGM held on 02 May
shareholders 2023
 1 2 3 4 Annual Report 2023 65
65

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

6(4)(a) The NRC shall conduct at least one meeting in a √ There were seven (7) meetings
financial year held during the reporting period

6(4)(b) The Chair of the NRC may convene any emergency None No such case in the reporting
meeting upon request by any member of the NRC year

6(4)(c) The quorum of the meeting of the NRC shall be √ In practice

constituted in presence of either two members
or two third of the members of the Committee,
whichever is higher, where presence of an
independent director is must
6(4)(d) The proceedings of each meeting of the NRC shall √ In practice

Strategic Overview
duly be recorded in the minutes and such minutes
shall be confirmed in the next meeting of the NRC
6(5)(a) NRC shall be independent and responsible or √ The NRC performs as per
accountable to the Board and to the Shareholders BSEC’s guidelines

6(5)(b)(i)(a) The level and composition of remuneration is √ -do-

reasonable and sufficient to attract, retain and
motivate suitable directors to run the company
successfully
6(5)(b)(i)(b) The relationship of remuneration to performance √ -do-
is clear and meets appropriate performance
benchmarks

ESG Report
6(5)(b)(i)(c) Remuneration to directors, top level executive √ -do-
involves a balance between fixed and incentive
pay reflecting short and long-term performance
objectives appropriate to the working of the
company and its goals
6(5)(b)(ii) Devising a policy on Board’s diversity taking into √ -do-
consideration age, gender, experience, ethnicity,
educational background and nationality
6(5)(b)(iii) Identifying persons who are qualified to become √ -do-
directors and who may be appointed in top level 3
executive position in accordance with the criteria

Financial Analysis
laid down, and recommend their appointment and
removal to the Board
6(5)(b)(iv) Formulating the criteria for evaluation of the √ -do-
performance of independent directors and the
Board
6(5)(b)(v) Identifying the company’s needs for employees √ -do-
at different levels and determine their selection,
transfer or replacement and promotion criteria
6(5)(b)(vi) Developing, recommending and reviewing annually √ -do-
the company’s human resources and training
policies
Additional Information

6(5)(c) The company shall disclose the nomination and √ The policy, criteria and activities
remuneration policy and the evaluation criteria and of NRC are given on Page 39 of
activities of NRC during the year at a glance in its the Annual Report
annual report
7(1) Statutory auditors not be engaged in the following services
7(1)(i) Appraisal or valuation services or fairness opinions √ As declared by the Auditors

7(1)(ii) Financial information systems design and √ -do-

implementation
7(1)(iii) Book-keeping or other services related to the √ -do-
accounting records or financial statements
7(1)(iv) Broker-dealer services √ -do-

7(1)(v) Actuarial services √ -do-

7(1)(vi) Internal audit services or special audit services √ -do-

7(1)(vii) Any service that the Audit Committee determines √ -do-

7(1)(viii) Audit or certification services on compliance of √ -do-

corporate governance
7(1)(ix) Any other service that creates conflict of interest √ -do-
 66 Grameenphone Ltd. 1 2 3 4

Compliance Status (“√” has

been put in the appropriate column)
Condition
Title Remarks (If any)
No. Not
Complied
Complied

7(2) No partner or employees of the external audit firms √ -do-

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(3) Representative of external or statutory auditors √ The representative of external
shall remain present in the Shareholders Meeting auditors attended in the 26th
(Annual General Meeting or Extraordinary General AGM held on 02 May 2023
Meeting) to answer the queries of the shareholders
8(1) The company shall have an official website linked √ In practice
with the website of the stock exchange
8(2) The company shall keep the website functional √ In practice
from the date of listing
8(3) The company shall make available the detailed √ In practice
disclosures on its website as required under
the listing regulations of the concerned stock
exchange(s)
9(1) The company shall obtain a certificate from a √ The Company obtained the
practising Professional Accountant or Secretary certificate from M/S Suraiya
(Chartered Accountant or Cost and Management Parveen & Associates,
Chartered Secretaries, Financial
Accountant or Chartered Secretary) other than
& Management Consultants and
its statutory auditors or audit rm on yearly basis such Certificate is disclosed on
regarding compliance of conditions of Corporate page 75 of the Annual Report.
Governance Code of the Commission and such
Certificate shall be disclosed in the Annual Report
9(2) The professional who will provide the certificate √ The Board appointed the
on compliance of this Corporate Governance Compliance Auditor and their
Code shall be appointed by the shareholders in the appointment was approved by
the Shareholders
Annual General Meeting
9(3) Directors statement in the directors’ report whether √ Detailed status of compliance is
the company has complied with these conditions given on page 56 of the Annual
or not Report in the compliance
schedule as published with the
Directors’ Report

Annexure II
Board Meeting and attendance during the year ended 31 December 2023

Number of meetings
Name of Directors Board Member Since
attended during 2023
Mr. M Shahjahan*** 26 June 2006 7/9
Mr. Md. Ashraful Hassan 20 January 2010 9/9
Mr. Håkon Bruaset Kjøl*** 14 September 2011 8/9
Mr. Øivind Burdal 18 May 2016 9/9
Dr. Salehuddin Ahmed 12 December 2018 9/9
Mr. Jørgen C. Arentz Rostrup* 09 June 2020 7/7
Mr. Abdul-Muyeed Chowdhury*** 14 September 2020 8/9
Ms. Tone Ripel 18 October 2020 9/9
Ms. Nurjahan Begum 15 December 2021 9/9
Mr. Ole Bjørn Sjulstad** 19 October 2022 7/7
Mr. Irfan Wahab Khan 15 September 2023 2/2
Mr. Petter-Børre Furberg 01 October 2023 2/2
*Mr. Jørgen C. Arentz Rostrup retired from the Board on 30 September 2023
**Mr. Ole Bjørn Sjulstad retired from the Board on 14 September 2023
***In compliance with the law, the Board granted leave of absence to the members who were unable to attend Board meetings
 1 2 3 4 Annual Report 2023 67
67

Annexure-III
The Pattern of Shareholding as on 31 December 2023

Name of Shareholders Status Shares Held Percentage

i) Parent/Subsidiary/Associate Companies
Telenor Mobile Communications AS - 753,408,154 55.80%
Grameen Telecom - 461,766,409 34.20%
ii) Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and
their spouses and minor children
Mr. Petter-Børre Furberg Chair - -
Mr. Håkon Bruaset Kjøl Board Member - -

Strategic Overview
Mr. Øivind Burdal Board Member - -
Ms. Tone Ripel Board Member
Mr. Irfan Wahab Khan Board Member - -
Mr. M Shahjahan Board Member - -
Mr. Md. Ashraful Hassan Board Member - -
Ms. Nurjahan Begum Board Member - -
Dr. Salehuddin Ahmed Board Member - -

ESG Report
Mr. Abdul-Muyeed Chowdhury Board Member - -
Mr. Yasir Azman Chief Executive Officer 39,783 0.00%
Mr. Otto Magne Risbakk Chief Financial Officer - -
Mr. S M Imdadul Haque Company Secretary 500 0.00%
Mr. Adil Iftekhar Head of Internal Audit - -
iii) Executives (as explained in the BSEC’s Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07
August 2012) (The following list is prepared based on executive joining date) 3
Mr. Stephanos Gulbraar Orestis Head of Ethics and Compliance - -

Financial Analysis
Mr. Rune Hjelseng Business Security Officer - -
Mr. Kaustubh Vats Chief Procurement Officer - -
Mr. Jai Prakash Chief Technology Officer - -
Mr. Hans Martin Hoegh Henrichsen Chief Corporate Affairs Officer - -
iv) Shareholders holding ten percent or more voting interest
Telenor Mobile Communications AS - 753,408,154 55.80%
Grameen Telecom - 461,766,409 34.20% Additional Information
 68 Grameenphone Ltd. 1 2 3 4

Annexure –IV

Declaration by the CEO and the CFO

[As per condition No. 1(5)(xxvi) of Corporate Governance Code 2018]

The Board of Directors

Grameenphone Ltd.

Subject: Declaration on Financial Statements for the year ended on 31 December 2023.

Dear Sirs,
Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Notification No. BSEC/
CMRRCD/2006-158/207 Admin/80 dated 03 June 2018 under section 2CC of the Securities and Exchange
Ordinance, 1969, we do hereby declare that:

(1) The Financial Statements of Grameenphone Ltd. for the year ended on 31 December 2023 have been prepared
in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards
(IFRS), as applicable in Bangladesh and any departure there from has been adequately disclosed;

(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable
basis, in order for the financial statements to reveal a true and fair view;

(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly
presented in its financial statements;

(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control
and maintenance of accounting records;

(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established
policies and procedures of the Company were consistently followed; and

(6) The management’s use of the going concern basis of accounting in preparing the financial statements is
appropriate and there exists no material uncertainty related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that:

(i) We have reviewed the financial statements for the year ended on 31 December 2023 and that to the best of our
knowledge and belief;

(a) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;

(b) these statements collectively present true and fair view of the Company’s affairs and are in compliance
with existing accounting standards and applicable laws; and

(ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its
members.

Sincerely yours,

(Yasir Azman) (Otto Magne Risbakk)

Chief Executive Officer (CEO) Chief Financial Officer (CFO)

05 February 2024
 1 2 3 4 Annual Report 2023 69
69

Annexure V

Management’s Discussion and Analysis

Management’s Discussion and Analysis is designed to provide you with a narrative explanation through the eyes
of our leadership on how we performed and information about our financial condition and prospects. As the
Management’s Discussion and Analysis is intended to supplement and complement our financial statements, we
recommend that you read this in conjunction with our financial statements for the year ended 31 December 2023.

The Financial and Economic Scenario of Bangladesh and the Globe

Despite a strong recovery from the COVID-19 pandemic, Bangladesh’s post-pandemic recovery was disrupted in
FY23 due to rising inflation, financial sector vulnerabilities, external pressure, energy shortage, declining exports and

Strategic Overview
global economic uncertainty. While the government is taking reform measures to stabilise the economy, concerns
remain over the country’s dollar reserve and currency devaluation. The Central Bank reserve dropped by -25% last
year, and slow remittance inflows, and an acute dollar shortage continue to hinder foreign payments. Although
the real GDP growth for Bangladesh has declined from an initial projection of 7% to 6% in 2023, The International
Monetary Fund (IMF) expects GDP growth to continue at 6% in 2024 which is slightly better than emerging and
developing Asia of 4.8%. Globally, uncertainties will continue, which will effect growth. IMF has projected global
growth to be 2.9% for 2024.

Moreover, the rapid expansion of digital services, such as e-commerce, online education, entertainment and
telemedicine presents significant opportunities for telecom operators to diversify their revenue streams and
cater to the changing needs of their customers. The government’s focus on digitisation and the development

ESG Report
of a digital economy provides a platform for telecom operators to invest in new technologies and expand their
services. Though the telecoms market in Bangladesh may face challenges due to economic slowdown, it also
presents many opportunities for growth and innovation. Telecom operators need to stay ahead of the curve by
continuing to innovate and make the right investment while providing the right customer experience and delivering
sustainable growth. By doing so, they can capitalise on the immense potential of the market and emerge as
leaders in the industry.
*Source: BB, MF,2023 reported
3
Total Subscription

Financial Analysis
Overall Operating Performance in 2023
Grameenphone reported total revenue BDT 158.7 billion for 82.0 79.1
the year 2023 (2022: BDT 150.4 billion), with a growth of 5.5%
compared to last year. The operating profit increased by 1.3% in 44.4%
2023 compared to last year. The growth in operating profit was
mainly driven by growth in revenue which was partially offset by
higher depreciation, energy cost, operation and maintenance
and revenue sharing. Net profit after tax for the year 2023 stood 43.1%
at BDT 33.1 billion (2022: BDT 30.1 billion). Grameenphone added Additional Information
2.8 million subscribers in 2023 after SIM sale restrictions were
withdrawn in the beginning of the year 2023. At the end of 2023, FY 2023 FY 2022
Grameenphone’s total subscriber base reached at 82 million, a ■ Subscription (million) ■ End-of-Year Market Share
3.6% growth from last year. * Market share based on BTRC published information

As per BTRC published information, Grameenphone’s subscription market share stood at 43.1% at the year-end, a
1.3% decrease from last year.

At the end of 2023, total number of internet users stood at 46.6 million which was 57% of the total subscriber base.
Out of these internet users, 4G data users stood at 37.6 million, which was 10.1% higher compared to last year.

To facilitate the growing demand for data services, Grameenphone deployed 60MHz of spectrum over more
than 2,300 sites across the country. With this spectrum, Grameenphone is positioned much better to strengthen
customers data experience and quality services and cater to customers growing high-speed internet needs,
contributing towards digital Bangladesh.

Grameenphone continuously maintained topline growth throughout the year amidst a challenging macroeconomic
environment, through growth in data services, supported by continued investment in new spectrum deployment,
spectrum re-farming, capacity expansion, and new coverage sites in 2023.
 70 Grameenphone Ltd. 1 2 3 4

Customers and Average Revenue/Minutes per User (ARPU & AMPU) ARPU & AMPU
ARPU of Grameenphone increased at BDT 161 in year 2023 (2022: BDT 149), 161 189 149 196
mainly due to higher contribution from data and voice segment which was
partly offset by lower contribution from bundle services. Reported AMPU
189 minutes for the year 2023 (2022: 196 minutes) with a decrease of 3.3%,
mainly attributed to macroeconomic challenges and voice call shifting
towards OTT platforms.

Revenue Performance
Grameenphone reported total revenue of BDT 158.7 billion for 2023 2022
the year 2023 (2022: BDT 150.4 billion), with 5.5% Year-on-Year ■ ARPU (BDT) ■ AMPU (Minutes)
growth. The increase in total revenue mainly came from higher
mobile communication revenue, which was driven by higher
voice only and data only services, partly offset by lower bundle
service revenue.

Considering the customer’s growing needs and BTRC Mobile Communication

directives to limit the number of data-centric products Revenue Composition Revenue Composition
to 40, Grameenphone introduced exclusive customer-
centric data packs during the year. With continued
0.2% 3.0% 3.1%
0.3%
drive through attractive data packs, data revenue 12.3% 13.7%
1.3% 1.2% 3.8%
grew by 19.5% compared to last year. As a result, 3.5%

data revenue contribution in mobile communication 29.1% 25.6%

revenue increased to 29.1% compared to 25.6% of the

previous year. The growth in data revenue is mainly 98.4% 98.5%
contributed by usage growth and data user addition, 51.9% 54.0%
partly offset by lower prices.

For the year 2023, revenue from voice only services

increased by 1.3% while bundle service revenue
2023 2022 2023 2022
■ Mobile Communication ■ Voice ■ Data ■ Interconnection
decreased by 5.3%. Bundle service revenue
■ Lease revenue ■ Other ■ Bundle ■ Others
performance was impacted by personalised offers in
product portfolio to meet the evolving needs of our
customers.

Interconnection revenue improved in 2023 with a 15.8% growth compared Bundle Revenue
to previous year. Interconnect revenue growth mainly contributed by Contribution
increase in application to person (A2P) messaging service.
13.7%
Cost and Margin Review 12.3%

Grameenphone total operating expense in 2023 stood at BDT 94.3 billion

(2022: BDT 86.8 billion) with 8.6% increase compared to previous year.
The growth in operating expense resulted from higher depreciation
and amortisation, energy cost, operation and maintenance, revenue
sharing, and other operating expenses. Higher depreciation resulted
from acquisition of new spectrum last year, new leased sites and Capex
2023 2022
addition during the year. Higher energy cost driven by energy price hike and
■ % of Mobile Communication Revenue
increased energy consumption. The growth in operation and maintenance
cost and revenue sharing resulted from lower service maintenance fees last
Operating Profit &
year due to negotiation outcome and higher revenue respectively. Operating Profit Margin
Compared with last year, total revenue increased by BDT 8.3 billion and 64.4 63.6
operating expenses increased by BDT 7.5 billion, which resulted in BDT 0.8
billion increase in operating profit with an operating profit margin of 40.6%
(2022: 42.3%).
40.6% 42.3%

2023 2022
■ Operating profit (Bn BDT)
■ Operating profit margin %
 1 2 3 4 Annual Report 2023 7171

Profit after Tax Profit After Tax & Profit Before Tax
Net profit after tax for the year 2023 was BDT 33.1 billion (2022: 30.1 33.1 54.3 30.1 52.0
billion) with a margin of 20.8%, which was 0.8% higher compared
to the previous year. BDT 3 billion increase in net profit after tax
resulted from higher profit before tax and lower tax expenses. The
growth in profit before tax resulted from higher finance costs last
year. The lower tax expense during the year resulted from positive
20.8% 20.0%
one-off adjustments arising from the settlement of tax dispute
and completion of tax assessment. The earnings per share (EPS)
for the year 2023 stood at BDT 24.49 as compared to BDT 22.29 for 2023 2022
the year 2022, a year-on-year increase of 9.9%.
■ Profit After Tax (Bn BDT)
Capital Expenditure (Capex) and Network Updates ■ Profit Before Tax (Bn BDT) ■ NPAT margin

Strategic Overview
In 2023, Grameenphone reported BDT 33.1 billion as capital
Total Capex (Bn BDT)
expenditure (2022: BDT 49.1 billion) with a ‘total capex to sales’ ratio of
20.8% (2022: 32.6%). The majority of the investment in 2023 was related to 33.1 49.1
spectrum deployment, 4G site rollout, capacity expansion, and coverage
expansion to ensure improved voice and data experience for our customers.
In 2023, Grameenphone rolled out 1,600 plus new 4G sites, bringing the total 32.6%
number of 4G sites to more than 21,200, covering 97.9% of the population
under the 4G network. With 1,300 plus new coverage sites in 2023, 20.8%
Grameenphone’s total site locations reached more than 21,400, covering
99.6% of the total population.

ESG Report
2023 2022
■ Total Capex ■ Capex to Sales Ratio

Comparative analysis of Financial Performance, Financial Position, and Cash Flows

Major areas of financial performance, financial position as well as cash flows [including effects of inflation (Table –
2)] against the immediate preceding five years are as follows:

Table – 1: 3

Financial Analysis
2018
Reported numbers 2023 2022 2021 2020 2019 Restated
Financial Performance (in million BDT)
Revenue 158,716 150,403 143,066 139,606 143,656 132,832
Operating Profit 64,429 63,598 63,336 63,440 66,652 56,777
Profit Before Tax 54,324 51,990 60,821 62,801 63,899 54,848
Net Profit After Tax 33,075 30,092 34,129 37,187 34,517 33,363
Financial Position (in million BDT) Additional Information

Paid-up Capital 13,503 13,503 13,503 13,503 13,503 13,503

Shareholders’ Equity 66,690 46,211 49,879 52,108 38,347 36,836
Total Assets 200,420 185,087 163,007 148,184 148,734 138,713
Total Liabilities 133,731 138,877 113,128 96,077 110,387 101,877
Current Assets 25,304 12,094 9,868 9,931 20,999 13,369
Current Liabilities 92,198 92,933 85,236 76,656 90,426 82,963
Non-current Assets 175,116 172,994 153,139 138,253 127,735 125,345
Non-current Liabilities 41,533 45,994 27,892 19,420 19,961 18,914
Cash Flows (in million BDT)
Net Cash generated from Operating Activities 60,601 63,813 57,814 33,572 57,393 60,413
Net Cash used in Investing Activities (23,597) (21,571) (18,786) (11,217) (14,263) (30,200)
Net Cash used in Financing Activities (23,805) (41,983) (38,878) (33,517) (35,308) (36,699)
Financial Ratios
Current Asset to Current Liability 0.27 0.13 0.12 0.13 0.23 0.16
Debt to Equity 0.80 1.23 0.75 0.42 0.62 0.50
 72 Grameenphone Ltd. 1 2 3 4

2018
Reported numbers 2023 2022 2021 2020 2019 Restated
Operating Profit Margin 41% 42% 44% 45% 46% 43%
Net Profit Margin 21% 20% 24% 27% 24% 25%
Return on Equity 59% 63% 67% 82% 92% 98%
Return on Total Assets 17% 17% 22% 25% 24% 25%
Ordinary Shares Information
Ordinary Shares Outstanding (in million) 1,350 1,350 1,350 1,350 1,350 1,350
Face Value per Share (BDT) 10 10 10 10 10 10
Cash Dividend on Paid-up Capital1 125% 220% 250% 275% 130% 280%
Dividend Pay out1 51.03% 98.72% 99% 100% 51% 113%
NAV per Share (BDT) 2
49.39 34.22 36.94 38.59 28.40 27.28
Net Operating Cash Flow per Share (BDT) 3
44.88 47.26 42.82 24.86 42.50 44.74
Earnings Per Share (BDT) 3
24.49 22.29 25.28 27.54 25.56 24.71
*Gain/loss on disposal of property, plant and equipment has been included in operating profit.
Including proposed dividend
1

2
Based on BDT 10 equivalent ordinary share outstanding on 31 December
3
Based on weighted average number of shares of BDT 10 each

Table – 2:
2018
Inflation Adjusted numbers 2023 2022 2021 2020 2019 Restated
Financial Performance (in million BDT)
Revenue 114,406 118,692 121,595 125,228 136,193 132,832
Operating Profit 46,442 50,189 53,830 56,906 63,189 56,777
Profit Before Tax 39,158 41,028 51,693 56,333 60,579 54,848
Net Profit After Tax 23,841 23,747 29,007 33,357 32,724 33,363
Financial Position (in million BDT)
Paid-up Capital 13,503 13,503 13,503 13,503 13,503 13,503
Shareholders’ Equity 48,071 36,468 42,393 46,741 36,355 36,836
Total Assets 144,467 146,063 138,543 132,922 141,007 138,713
Total Liabilities 96,396 109,595 96,150 86,182 104,652 101,877
Current Assets 18,240 9,544 8,387 8,908 19,908 13,369
Current Liabilities 66,458 73,338 72,444 68,761 85,728 82,963
Non-current Assets 126,227 136,519 130,156 124,014 121,099 125,345
Non-current Liabilities 29,938 36,257 23,706 17,420 18,924 18,914
Cash Flows (in million BDT)
Net Cash generated from Operating Activities 43,682 50,358 49,137 30,114 54,411 60,413
Net Cash used in Investing Activities (17,009) (17,023) (15,966) (10,062) (13,522) (30,200)
Net Cash used in Financing Activities (17,159) (33,131) (33,043) (30,065) (33,474) (36,699)

Inflation Rate 9.48% 7.70% 5.54% 5.69% 5.48% 5.78%

*Inflation Rate Source: Bangladesh Bureau of Statistics

*Since inflation rates are only available for fiscal years, they have been applied for the financial years
 1 2 3 4 Annual Report 2023 73
73

Comparison of Financial Performance, Financial Position, and Cash Flow with the peer industry scenario
Peer companies of Grameenphone in the telecommunication industry in Bangladesh include Robi Axiata Limited
(Robi), Banglalink Digital Communications Limited and Teletalk Bangladesh Limited (Teletalk). Among these three
companies, Robi Axiata Limited (Robi) has been enlisted with the Dhaka Stock Exchange and Chittagong Stock
Exchange and thus enabling for a financial comparative benchmarking.

Following is the comparative peer review with Robi Axiata Limited based on its latest available 3rd Quarter/9 Months
Un-audited Consolidated Financial Statements.

Grameenphone VS. Robi (January-September 2023)

Grameenphone ■ ■ Robi

Revenue
118.5 (in billion BDT) 74.3

Strategic Overview
Operating Profit
48.5 (in billion BDT) 11.5

Profit After Tax

27.2 (in billion BDT) 1.7

Basic EPS
20.1 (BDT) 0.33

NAV/Share
44.9 (BDT) 12.4

ESG Report
NOCF/Share
34.4 (BDT) 5.5

Accounting Policies and Estimation for Preparation of Financial Statements

The Financial Statements of Grameenphone have been prepared in accordance with International Financial
Reporting Standards (IFRS), the Companies Act 1994, the Securities and Exchange Rules 2020, relevant guidelines
issued by the Bangladesh Securities and Exchange Commission, Financial Reporting Act, 2015 and other applicable 3
laws in Bangladesh. Details of the accounting policies and estimation used for the preparation of the Financial

Financial Analysis
Statements of the Company are disclosed in the notes 2 & 3 of the financial statements.

Changes in Accounting Policies and Estimation

The accounting policies applied are consistent with those applied in the previous financial year.

Risks and Concerns Related to the Financial Statements

Grameenphone has a structured process to identify Financial Statement risks and implement mitigating controls to
ensure the Financial Statement gives a true and fair view of the events and transactions during the period. Additional Information

The Company has an integrated process to review the risks arising from transactions, processes, and people,
as well as from the external and regulatory environment. Every year, Financial Statements risks are reviewed,
involving control and process owners, to identify risks effectively so that Financial Statements assertions are met.
Grameenphone follows a risk-based approach where both standard and local risks are addressed. Standard Risks
are risks common to all Telenor Business Units and Local Risks are Grameenphone specific risks that arise due to
local business processes, people and the regulatory environment we operate in. Each risk is evaluated through a
probability and impact matrix and categorised into a four-point rating scale (Very High, High, Medium and Low).

Adequate controls are designed for processes to mitigate the identified risks to an acceptable level. “Risk
Assessment“ is conducted annually to amend control description and strengthen control mechanism to ensure
effective and efficient risk management framework. Risk mitigation status is being monitored through two
control-testing methods i.e., self-assessment and direct testing, twice a year (Interim and Year-end). Details of the
ICFR activity and presented in the Internal Control over Financial Reporting (ICFR) section of the Annual Report on
page 45.
 74 Grameenphone Ltd. 1 2 3 4

Future Plan of Grameenphone 2024

A sharper and transformative strategy, that maximises investment for top-line revenue and EBIDTA growth
with desired cash flow. Our ambition to be at the forefront of fulfilling evolving customer needs through
telecommunications and beyond to stay relevant and win in a rapidly changing, technology-driven business
environment. We will have a strong focus on customer experience, diversifying and innovating our service offerings
with modernised and scalable Network & IT solutions embedding partnership at the core and building future-fit
employees with uplifted leadership and culture. Grameenphone will continue to capitalise on the data revolution
by providing a greater customer experience and providing users with greater benefits. We will continue investing in
our technological capabilities, enabling us to bring minds and ideas together. Grameenphone has been a partner
in Bangladesh’s development journey for more than two decades and continuing the same going forward in
realising the Bangladesh government’s vision of becoming a Smart Bangladesh and a digitally connected society;
connecting people is what matters most to us. As an enabler of these ambitions, we will focus on a sharper
strategy, that maximises investment for top-line revenue, EBIDTA growth, while maximising cash flow.

Our strategy is broken down into the following four key Value Drivers
1. Sustainability: Sustainability is of the core of our strategy and operations. It focuses on our entire value
chain and how we are practising sustainability across. We will continue to manage the business environment
to enable growth while mitigating disputes and safeguarding from possible risk exposure from existing and
emerging areas. We will also continue to take a socially responsible position through climate management
programme, strengthening digital inclusion, Youth upskilling, and expanding online safety at the national level
and across new/digital businesses.

2. Customer Experience: We start and end with customers with an equal focus for consumer and business
segments. We will stand on the backbone of providing network leadership through continuous modernisation in
the core network to ensure a superior experience for our customers. We continuously understand and predict
customer needs through insight and feedback gathering, build tailored solutions through hyper personalisation,
develop seamless customer journey and resolving any customer issue proactively and efficiently.

3. Transformation: We focus on building a competent, resilient, and forward-thinking resource pool that thrives
in driving a technology-driven business led by strong leaders, robust organisational capability and enabling
culture. In the dynamic technology landscape, our journey of Telco to Telco-Tech mostly relies on stepping
up in IT capability. Our focus on IT will be on enhancing infrastructure, modernising applications and building
strong analytics.

4. Growth: Our primary focus is to maintain voice and grow our data business faster by embracing new products,
services, digitisation and innovation and continue exploring core and beyond core services while maintaining
premium pricing. We will encourage a culture of continuous learning and experimentation to develop and
provide new technologies and solutions to meet the evolving needs of businesses and consumers. We aim to
grow with our customers and with our ecosystem partners.

The key value drivers outlined above will be driven with a strong emphasis on developing a culture and mindset
across the value chain that will establish safety as an integral part of the business.

Our effort is to make ourselves future ready while delivering strong results in both customer experience,
contributing towards progressing Bangladesh and financials KPIs to meet the expectations of our shareholders,
stakeholders and above all our customers. As we contend with a fragmented value chain governed by a dynamic
regulatory regime also challenges that we encounter during an economic slowdown we remain proactive in
addressing regulatory issues and delivering on our strategic ambitions through strong market execution – thereby
enhancing the quality of life for our customers.

Yasir Azman
Chief Executive Officer

05 February 2024
Annexure – VI

(Chartered Secretaries, Financial & Management Consultants)

[Certificate as per condition No.1 (5) (XXVII)]

Report to the Shareholders of

Grameenphone Ltd. on compliance on the Corporate
Governance Code
We have examined the compliance status to the Corporate Governance Code by Grameenphone Ltd. for the year
ended on December 31, 2023. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80
dated June 03, 2018 of the Bangladesh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was
limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to
the conditions of the Corporate Governance Code.

This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate
Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by
Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any
condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after due scrutiny
and verification thereof, we report that, in our opinion:

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the
above mentioned Corporate Governance Code issued by the Commission;
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as
adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;
(c) Proper books and records have been kept by the Company as required under the Companies Act, 1994, the
securities laws and other relevant laws; and
(d) The Governance of the Company is satisfactory.

Dhaka, Dated For Suraiya Parveen & Associates

05 February 2024 Chartered Secretaries

Suraiya Parveen, FCS

Chief Executive Officer

Alim Sky Castle (2nd floor), Flat-B3, 3/8 Asad Avenue, Block-A, Mohammadpur, Dhaka-1207.
Phone: 02 41023157 (Off), Mob: 01911 421998, 01713 110408
Email: [email protected], [email protected]
Tech Innovation is

Grameenphone visualises an age

of innovation and transformation
in every corner of this country.
Offering the country's most
extensive coverage with over
21,000 network towers, 2600MHz
network technology, and 3500+
network engineers striving for
innovations, Grameenphone aims
for an unified tech-revolution
across agriculture and other
sectors in the days to come.
Financial Statements 2023
Independent Auditor’s Report 78

Statement of Financial Position 83

Statement of Profit or Loss and Other Comprehensive Income 84

Statement of Changes in Equity 85

Statement of Cash Flows 86

Notes to the Financial Statements 87-133

 78 Grameenphone Ltd. 1 2 3 4

ACNABIN
Chartered Accountants

BDBL Bhaban (Level-13 & 15) Telephone: (+88-02) 410 20030 to 35 (Level-13)
12 Kawran Bazar Commercial Area (+88-02) 8189428 to 29 (Level-15)
Dhaka-1215, Bangladesh Facsimile: (+88-02) 410 20036
E-mail: <[email protected]>, Web: www.acnabin.com

Independent Auditor’s Report

To the Shareholders of Grameenphone Ltd.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion
We have audited the financial statements of Grameenphone Ltd. (the Company), which comprise the statement
of financial position as at 31 December 2023, and the statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of
the Company as at 31 December 2023, and its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We are independent of the Company in accordance with the International Ethics Standards
Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical
requirements that are relevant to our audit of the financial statements in Bangladesh, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter
Without modifying our opinion, we draw attention to note # 45 (a) to the financial statements, wherein
the management has explained the status of demand notice, which was received from the Bangladesh
Telecommunication Regulatory Commission (BTRC) in relation to the information system audit conducted by
BTRC. Based on the audit on Grameenphone from 1997 (inception) to 2014, BTRC sent a demand notice dated 02
April 2019 for payment of BDT 125.80 billion (including BDT 40.86 billion related to NBR). As stated in the same note,
Grameenphone filed a Title Suit before the learned District Court against the BTRC Demand. The Court has fixed the
next date on 29 September 2024. Meantime on 17 October 2019, in an Appeal filed by Grameenphone, the Hon’ble
High Court Division (HCD) passed an interim order of injunction restraining BTRC from taking any steps based on,
or pursuant to, or for the realisation of or enforcement of the Audit Demand dated 02 April 2019 and also stayed the
suspension of NOCs by BTRC. Challenging the said interim order of stay and injunction, BTRC moved to the Hon’ble
Appellate Division (AD), and on 24 November 2019, the Hon’ble AD pronounced its Order that the interim order
of stay and injunction dated 17 October 2019 passed by the Hon’ble HCD is maintained subject to the condition
that Grameenphone shall pay BDT 20 billion to BTRC within a period of three months. In a Review Petition filed by
Grameenphone, the Hon’ble AD directed Grameenphone to deposit BDT 10 billion by 24 February 2020 and again
directed to deposit another BDT 10 billion by 31 May 2020. Accordingly, Grameenphone deposited BDT 20 billion in
total which is included in ‘Other non-current assets’ as disclosed in note # 9 to the financial statements. The hearings
of Review Petition and Appeal have not taken place yet at Hon’ble AD and HCD respectively which will take place as
per accommodation of the courts. BTRC Audit Demand includes, inter alia, deductibility of VAT from BTRC payments
and spectrum assignment fee regarding which a separate litigation was pending before the Hon’ble AD. On 10 January
2023, the Hon’ble AD pronounced verbal judgement in that litigation and published written judgement on 01 June 2023
based on which Grameenphone has paid the entire principal amount to BTRC on 14 June 2023 (which includes BDT
3.92 billion as part of BTRC Audit Demand). Grameenphone is currently engaged in a without prejudice reconciliation
exercise with BTRC. Detailed disclosures about the demand notice and court cases thereto have been given in note #
45(a) to the audited financial statements for the year ended 31 December 2023.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

Branch Office: Jahan Building No. 7 (1st Floor, North Side), 59 Agrabad Commercial Area, Chattogram-4100, Bangladesh.
Tel: (+88-031)2517352, Fax: (88-031) 2517353, E-mail: <[email protected]>, Web: www.acnabin.com
 1 2 3 4 Annual Report 2023 79
79

ACNABIN
Chartered Accountants

BDBL Bhaban (Level-13 & 15) Telephone: (+88-02) 410 20030 to 35 (Level-13)
12 Kawran Bazar Commercial Area (+88-02) 8189428 to 29 (Level-15)
Dhaka-1215, Bangladesh Facsimile: (+88-02) 410 20036
E-mail: <[email protected]>, Web: www.acnabin.com

Risk Our Response to the Risk

1. Regulatory matters
Referring to note # 45 to the financial statements, the We understood the process of identifying claims,
Company is subject to a number of significant claims litigations, and contingent liabilities and identified
and litigations. The amounts of claims are significant key controls in the process. For selected controls, we
and estimates of provisions or contingent liabilities are have performed tests of controls. Moreover, we have
subject to significant management judgment. gained an understanding of management’s decision
process to disclose contingent matters in the financial
These claims and litigations matters were a key statements.
audit matter due to the amounts involved, potential
Our procedures also included, among others:
consequences, and the inherent difficulty in assessing
the outcome. The assessment of whether a liability • Discussed material legal cases with the Company’s
should be recognised involves prudent judgment from Legal Department;
management. • Analysed responses received from the Legal
Department / external Legal Counsel of the
Company;
• Reviewed and analysed management’s detailed
assessment of the probability of outcome
substantiated by those legal opinions;
• Read the minutes of meetings of the Board of
Directors and the Board Audit Committee;
• Analysed the disputes/ cases settled during the year
and assessed the reasonableness of provision kept
against the amounts settled.
• Ascertained the steps taken by the Company so
that any disputes/ cases are resolved at the earliest,
thus minimising the risk of such disputes turning into
claims/cases.
• Analysed contingent liabilities and changes in
provisions for claims and litigations;
• Assessed the circumstances which contributed
to the significant uncertainties in management
estimate of provisions together with the impact of
the outcome of each matter; and
• Assessed disclosures in the financial statements
of material contingencies nature and their
measurement.
See note # 45 to the financial statements.
2. Revenue recognition
Referring to note # 26 to the financial statements, Because the high degree of complexity and estimates
Revenue of BDT 158.72 billion is recognised in the and assumptions give rise to an increased risk
statement of profit or loss and other comprehensive of accounting misstatements, we assessed the
Company’s processes and controls for recognising
income of Grameenphone Ltd. This material item revenue as part of our audit.
is subject to considerable inherent risk due to the
complexity of the systems necessary for properly Our audit approach included testing of the controls and
recording and identifying revenue and the impact substantive audit procedures as below:
of ever-changing business, price and tariff models • Assessed the relevant systems supporting the
(including tariff structures, customer loyalty rewards, accounting of revenue;
and bundled subscription-based products). Against this • Tested sample controls relating to the recognition of
background, the proper application of the accounting revenue;
standards is considered to be complex and to a certain • Assessed the invoicing and measurement systems
up to entries in the general ledger on a sample basis;
extent based on estimates and assumptions made by
• Analysed and tested customer contracts, invoices
management.
and receipts on a sample basis;

Branch Office: Jahan Building No. 7 (1st Floor, North Side), 59 Agrabad Commercial Area, Chattogram-4100, Bangladesh.
Tel: (+88-031)2517352, Fax: (88-031) 2517353, E-mail: <[email protected]>, Web: www.acnabin.com
 80 Grameenphone Ltd. 1 2 3 4

ACNABIN
Chartered Accountants

BDBL Bhaban (Level-13 & 15) Telephone: (+88-02) 410 20030 to 35 (Level-13)
12 Kawran Bazar Commercial Area (+88-02) 8189428 to 29 (Level-15)
Dhaka-1215, Bangladesh Facsimile: (+88-02) 410 20036
E-mail: <[email protected]>, Web: www.acnabin.com

Risk Our Response to the Risk

• Conducted analytical procedures such as trend
analysis, ratio analysis, and variance analysis on a
sample basis; and
• Analysed the revenue charging model against the
regulatory guidelines on a sample basis.
• We read and analysed the disclosures made in the
financial statements.
See note # 26 to the financial statements.
3. Uncertain tax positions
Referring to note # 45 (b) of the financial statements, We took into consideration the complexity of
the Company is subject to periodic challenges by local accounting and tax issues, internal controls, and gained
tax authorities on a range of tax matters during the an understanding over the entity’s accounting for
taxes and management’s process for assessing the
normal course of business that could eventually require effectiveness of internal controls over the significant
payments of taxes and possible additional charges. income tax accounts and the related financial
The assessment of uncertainty and risk of one or more statement disclosures.
unfavourable outcomes involves prudent judgment
Our procedures also included:
from management.
• Obtained a listing of all ongoing tax litigations, each
These uncertain tax positions were a key audit matter above BDT 200 million;
because of the amounts involved and because of the • Discussed with the management regarding tax
uncertainty in estimating the final outcome of these matters, tax jurisdictions, and tax communications;
matters. • Identified and tested relevant controls over tax
accounts and financial statement disclosures;
The Company records provisions for uncertain • Obtained, read and analysed opinions by the
liabilities, including tax contingencies, when it is more Company from the tax consultants and external
likely than not that a liability has been incurred, and the counsels of the Company as shared by the
amount can be reliably estimated. management;
• Verified account reconciliations and traced
demand amounts, amounts paid under protest and
considered recoverable and amounts charged off on
a sample basis to the underlying supporting demand
notices, invoices, bank payments and trial balance;
• Analysed the technical merits of each demand
based on applicable tax provisions and considered
settled tax positions in determining estimate of tax
contingency made by the management and
• Obtained and read the disclosures made in the
accompanying financial statements.
See note # 35 to the financial statements.
4. IT systems and controls
The Company’s key financial accounting and We performed audit procedures to assess IT systems
reporting processes are significantly dependent and controls over financial reporting, which included
on the automated controls over the Company’s the following:
information systems. As such, there are risks of gaps • Tested sample of key controls operating over the
in the IT control environment, including automated information technology in relation to financial
accounting procedures. IT-dependent manual controls accounting and reporting systems, including system
and controls preventing unauthorised access and access, system change management and computer
unauthorised changes to systems and data could result operations;
in the financial accounting and reporting records being
• Assessed the management’s evaluation of access
materially misstated.
rights granted to applicants relevant to financial
The IT systems and controls, as they impact the accounting and reporting systems, and tested
financial recording and reporting of transactions, is a resolution of a sample of exceptions and some IT
key audit matter. General Controls as per ICFR guidelines;

Branch Office: Jahan Building No. 7 (1st Floor, North Side), 59 Agrabad Commercial Area, Chattogram-4100, Bangladesh.
Tel: (+88-031)2517352, Fax: (88-031) 2517353, E-mail: <[email protected]>, Web: www.acnabin.com
 1 2 3 4 Annual Report 2023 8181

ACNABIN
Chartered Accountants

BDBL Bhaban (Level-13 & 15) Telephone: (+88-02) 410 20030 to 35 (Level-13)
12 Kawran Bazar Commercial Area (+88-02) 8189428 to 29 (Level-15)
Dhaka-1215, Bangladesh Facsimile: (+88-02) 410 20036
E-mail: <[email protected]>, Web: www.acnabin.com

Risk Our Response to the Risk

• Assessed the operating effectiveness of controls
over granting, removal and appropriateness of
access rights; and
• Tested sample of specific application controls for key
financial reporting controls.
• In addition, we also reviewed IT Governance of the
Company on a sample basis.

Other Information
Management is responsible for the other information. The other information comprises the information included in
the Annual Report, but does not include the financial statements and our auditor’s report thereon. The draft Annual
Report is expected to be made available to us after the date of this auditor’s report but before finalisation of the
Annual Report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the annual report before finalisation, if we conclude that there is a material misstatement therein,
we will communicate the matter to those charged with governance of the Company so that the matter is duly
addressed in the annual report.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with
IFRSs, the Companies Act 1994, the Securities and Exchange Rules 2020 and other applicable laws and regulations
and for such internal control as management determines is necessary to enable the preparation 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 continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the Financial Statements

Our objectives 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
scepticism throughout the audit. We also:

• Identify 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 detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

Branch Office: Jahan Building No. 7 (1st Floor, North Side), 59 Agrabad Commercial Area, Chattogram-4100, Bangladesh.
Tel: (+88-031)2517352, Fax: (88-031) 2517353, E-mail: <[email protected]>, Web: www.acnabin.com
 82 Grameenphone Ltd. 1 2 3 4

ACNABIN
Chartered Accountants

BDBL Bhaban (Level-13 & 15) Telephone: (+88-02) 410 20030 to 35 (Level-13)
12 Kawran Bazar Commercial Area (+88-02) 8189428 to 29 (Level-15)
Dhaka-1215, Bangladesh Facsimile: (+88-02) 410 20036
E-mail: <[email protected]>, Web: www.acnabin.com

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
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 conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

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 relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter 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 communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

In accordance with the Companies Act 1994 and the Securities and Exchange Rules 2020, we also report
the following:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit and made due verification thereof;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appeared from our examination of these books;
c) The statement of financial position and statement of profit or loss and other comprehensive income dealt with
by the report are in agreement with the books of account and returns; and
d) The expenditure incurred was for the purposes of the Company’s business.

ACNABIN, Chartered Accountants

FRC Registration # CAF-001-012

Dated, Dhaka

05 February 2024
Abu Sayed Mohammed Nayeem, FCA
Partner
ICAB Enrolment # 0353
DVC: 2402050353AS766692

Branch Office: Jahan Building No. 7 (1st Floor, North Side), 59 Agrabad Commercial Area, Chattogram-4100, Bangladesh.
Tel: (+88-031)2517352, Fax: (88-031) 2517353, E-mail: <[email protected]>, Web: www.acnabin.com
 1 2 3 4 Annual Report 2023 83
83

Grameenphone Ltd.
Statement of financial position
As at 31 December 2023

2023 2022
Notes BDT (000) BDT (000)

Assets
Non-current assets
Property, plant and equipment 4 67,019,995 62,849,119
Intangible assets 5 4,396,001 4,023,092
Right-of-use assets 6 76,086,723 80,501,010

Strategic Overview
Contract cost 8 7,141,432 5,148,908
Other non-current assets 9 20,471,568 20,471,567
Total non-current assets 175,115,719 172,993,696

Current assets
Inventories 10 591,449 1,088,393
Trade receivables and others 11 7,994,702 7,679,405
Cash and cash equivalents 12 16,718,338 3,325,922
Total current assets 25,304,489 12,093,720

ESG Report
Total assets 200,420,208 185,087,416
Equity and liabilities
Shareholders’ equity
Share capital 14 13,503,000 13,503,000
Share premium 15 7,840,226 7,840,226
Capital reserve 16 14,446 14,446
Retained earnings 45,331,868 24,853,086
Total equity 66,689,540 46,210,758 3

Financial Analysis
Non-current liabilities
Lease liabilities 6 40,212,825 41,046,666
Deferred tax liabilities 17 479,369 3,060,593
Employee benefits 18 384,470 1,340,324
Other non-current liabilities 19 456,235 496,323
Total non-current liabilities 41,532,899 45,943,906

Current liabilities
Trade payables and others 20 29,619,417 27,275,330
Provisions 21 23,946,716 23,612,398 Additional Information
Lease liabilities 6 10,006,247 10,852,496
Loans and borrowings 22 3,119,599 5,037,394
Current tax liabilities 23 19,459,679 23,779,920
Other current liabilities 24 5,968,502 2,316,342
Unclaimed dividend 25 77,609 58,872
Total current liabilities 92,197,769 92,932,752
Total equity and liabilities 200,420,208 185,087,416

The annexed notes 1 to 46 form an integral part of these financial statements.

ACNABIN, Chartered Accountants

FRC Registration # CAF-001-012
Director Director

Abu Sayed Mohammed Nayeem, FCA

Chief Executive Officer Company Secretary Partner
ICAB Enrolment # 0353
Dated: Dhaka, 05 February 2024 DVC: 2402050353AS766692
 84 Grameenphone Ltd. 1 2 3 4

Grameenphone Ltd.
Statement of profit or loss and other comprehensive income
For the year ended 31 December 2023

2023 2022
Notes BDT (000) BDT (000)

Revenue 26 158,715,818 150,403,469

Cost of material and traffic charges 27 (9,961,041) (10,088,492)
Salaries and personnel cost 28 (8,494,009) (9,235,728)
Operation and maintenance 29 (6,272,385) (4,252,580)
Sales, marketing and commissions 30 (15,428,172) (15,278,933)
Revenue sharing and spectrum charges 31 (12,009,842) (12,583,383)
Other operating (expenses)/income 32 (9,799,694) (7,466,582)
Depreciation and amortisation 33 (32,321,703) (27,899,584)
(94,286,846) (86,805,282)
Operating profit 64,428,972 63,598,187

Finance (expense)/income 34 (9,383,833) (10,177,407)

Foreign exchange (loss)/gain (721,266) (1,430,677)
(10,105,099) (11,608,084)
Profit before tax 54,323,873 51,990,103

Income tax expense 35 (21,249,000) (21,898,505)

Profit after tax 33,074,873 30,091,598

Other comprehensive income

Item that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit plan 18 386,265 (3,164)
Related taxes (154,506) 1,266
231,759 (1,898)
Total comprehensive income for the year 33,306,632 30,089,700

Earnings per share

Basic earnings per share

(per value BDT 10 each in BDT) 36 24.49 22.29

The annexed notes 1 to 46 form an integral part of these financial statements.

ACNABIN, Chartered Accountants

FRC Registration # CAF-001-012
Director Director

Abu Sayed Mohammed Nayeem, FCA

Partner
Chief Executive Officer Company Secretary ICAB Enrolment # 0353
DVC: 2402050353AS766692

Dated: Dhaka, 05 February 2024

Grameenphone Ltd.
Statement of changes in equity
For the year ended 31 December 2023

Share Share Capital Retained

capital premium reserve earnings Total
BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)

Balance as at 01 January 2022 13,503,000 7,840,226 14,446 28,520,886 49,878,558

Transactions with the equity holders:

Final dividend for 2021 - - - (16,878,750) (16,878,750)
Interim dividend for 2022 - - - (16,878,750) (16,878,750)

Total comprehensive income for the year

Profit for the year - - - 30,091,598 30,091,598
Other comprehensive income/(loss) - - - (1,898) (1,898)

Balance as at 31 December 2022 13,503,000 7,840,226 14,446 24,853,086 46,210,758

Balance as at 01 January 2023 13,503,000 7,840,226 14,446 24,853,086 46,210,758

Transactions with the equity holders:

Final dividend for 2022 - - - (12,827,850) (12,827,850)
Interim dividend for 2023 - - - - -
1 2 3 4

Total comprehensive income for the year

Profit for the year - - - 33,074,873 33,074,873
Other comprehensive income/(loss) - - - 231,759 231,759

Balance as at 31 December 2023 13,503,000 7,840,226 14,446 45,331,868 66,689,540

Annual Report 2023
85
85

Additional Information Financial Analysis ESG Report Strategic Overview

 86 Grameenphone Ltd. 1 2 3 4

Grameenphone Ltd.
Statement of cash flows
For the year ended 31 December 2023

2023 2022
BDT (000) BDT (000)

Cash flows from operating activities

Cash receipts from customers 159,409,773 148,708,931

Payroll and other payments to employees (9,152,891) (10,266,672)

Payments to suppliers, contractors and others (57,035,890) (47,937,814)
Interest received 352,911 156,852
Interest paid (4,668,117) (2,762,520)
Income tax paid (28,304,971) (24,086,083)
(98,808,958) (84,896,237)
Net cash generated from operating activities 60,600,815 63,812,694

Cash flows from investing activities

Payment for acquisition of property, plant and equipment, (23,860,594) (21,786,189)

Right-of-use and intangible assets
Proceeds from sale of property, plant and equipment 263,706 214,929
Net cash used in investing activities (23,596,888) (21,571,260)

Cash flows from financing activities

Payment of short-term bank loan (2,321,927) (462,606)

Payment of dividend (9,093,155) (33,584,032)
Transfer of unclaimed dividend to Capital Market Stabilisation Fund (13,787) (15,478)
Payment of lease liabilities (12,376,119) (7,920,920)
Net cash used in financing activities (23,804,988) (41,983,036)

Net change in cash and cash equivalents 13,198,939 258,398

Cash and cash equivalents as at 01 January 3,325,922 2,748,661

Effect of exchange rate fluctuations on cash held 193,477 318,863
Cash and cash equivalents as at 31 December (Note 12) 16,718,338 3,325,922
 1 2 3 4 Annual Report 2023 87
87

Grameenphone Ltd.
Notes to the financial statements
For the year ended 31 December 2023

1. Corporate information
Grameenphone Ltd. (hereinafter referred to as “Grameenphone”/”GP”/”the Company”) is a public limited
Company incorporated in Bangladesh in 1996 under the Companies Act 1994 and has its registered address
at GPHOUSE, Bashundhara, Baridhara, Dhaka 1229. Grameenphone was initially registered as a private limited
Company and subsequently converted into a public limited Company on 25 June 2007. During November
2009, Grameenphone listed its shares with both Dhaka and Chittagong Stock Exchanges. The immediate

Strategic Overview
parent of Grameenphone is Telenor Mobile Communications AS and the ultimate parent is Telenor ASA; both
the companies are incorporated in Norway.

The Company is primarily involved in providing mobile telecommunication services (voice, data and other
related services), along with digital services in Bangladesh. The Company also provides international
roaming services through international roaming agreements with various operators of different countries
across the world.

2. Basis of preparation
These financial statements are individual financial statements of Grameenphone, and have been prepared

ESG Report
in accordance with International Financial Reporting Standards (IFRS), the Companies Act 1994, the
Securities and Exchange Rules 2020, relevant guidelines issued by the Bangladesh Securities and Exchange
Commission, Financial Reporting Act, 2015 and other applicable laws in Bangladesh. These individual
financial statements present the financial position and performance of Grameenphone and its investment
in Accenture Communications Infrastructure Solutions Ltd. (ACISL) being accounted for under the equity
method in accordance with IAS 28 Investment in Associates and Joint Ventures.

In accordance with the requirements of IAS 36 Impairment of Assets, the carrying amount of investment
in ACISL as at 31 October 2016 had been fully impaired and no further share of loss has been recognised 3
in line with paragraph 39 of IAS 28 Investment in Associates and Joint Ventures. The assessment of

Financial Analysis
recoverable amount from investment in associate remained unchanged as at 31 December 2023. Hence, for
understanding of Grameenphone’s stand-alone financial performance, a separate statement of profit or loss
and other comprehensive income is not necessary.

These financial statements have been prepared on going concern basis. Unless otherwise specifically
mentioned, historical cost principle has been followed for the purpose of these financial statements.

Authorisation for issue

These financial statements have been authorised for issue by the Board of Directors of the Company on 05 Additional Information
February 2024.

2.1 Functional and presentation currency

Items included in these financial statements are measured using the currency of the primary economic
environment in which the Company operates (‘the functional currency’). These financial statements are
presented in Bangladesh Taka (“BDT”) which is also the functional currency of the Company. The amounts
in these financial statements have been rounded off to the nearest BDT in thousand (BDT’000) except
otherwise indicated. As a result of these rounding off, in some instances the totals may not match the sum of
individual balances.

2.2 Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures including the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.
 88 Grameenphone Ltd. 1 2 3 4

Judgements

In the process of applying the accounting policies, management has made the following judgements, which
have the most significant effect on the amounts recognised in the financial statements:
1. The Company has recognised Right-of-use assets as per IFRS 16 which required management to
make important judgements in determination of lease terms. For details, please see Note 3.7 to these
financial statements.

2. The Company has significant influence over Accenture Communications Infrastructure Solutions Ltd.
(ACISL).

Estimates and assumptions

Key estimates and assumptions used in preparation of these financial statements are:
1. Applicable tax rate for Income Year 2023 will be declared by Finance Act 2024. For the purpose of these
financial statements, management has assumed that the existing corporate tax rate (40%) will be
applicable for Income Year 2023 as well.

2. Appropriate financial and demographic assumptions have been used in consultation with a certified
actuary to measure defined benefit obligation as at 31 December 2023.

3. Key assumptions about the likelihood and magnitude of outflow of resources have been used to recognise
and measure provisions and contingencies.

4. Recoverable amount of Investment in Associate.

5 Significant uncertainty exists on the validity and outcome of the dispute with regard to the demand arisen
out of BTRC Audit. Note 45 (a) discusses the issue in details.

3. Significant accounting policies

Accounting policies set out below have been applied consistently to all years presented in these financial
statements. Comparative information has been rearranged wherever considered necessary to conform to
the current year’s presentation.

3.1 Current versus non-current classification

The Company presents assets and liabilities in the statement of financial position based on current/non-
current classification. An asset is current when it is:

i) expected to be realised or intended to be sold or consumed in normal operating cycle, or

ii) expected to be realised within twelve months after the reporting period, or

iii) held primarily for the purpose of trading, or

iv) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when it is:

i) expected to be settled in normal operating cycle, or

ii) due to be settled within twelve months after the reporting period, or

iii) held primarily for the purpose of trading, or

iv) there is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.
 1 2 3 4 Annual Report 2023 89
89

3.2 Offsetting
The Company reports separately both assets and liabilities, and income and expenses, unless required by an
applicable accounting standard or offsetting reflects the substance of the transaction and such offsetting is
permitted by applicable accounting standard.

Cash receipts and payments on behalf of customers when the cash flows reflect the activities of the
customer rather than those of the entity and cash receipts and payments for items in which the turnover is
quick, the amounts are large, and the maturities are short, are presented net in the statement of cash flows.

3.3 Cash dividend to the equity holders

The Company recognises a liability to pay cash dividend when the distribution is authorised and the
distribution is no longer at the discretion of the Company. As per the corporate laws in Bangladesh, a
distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised

Strategic Overview
directly in equity.

3.4 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturity of three months or less
from the date of acquisition that are subject to an insignificant risk of changes in their fair value, and are used
by the Company in the management of its short term commitments.

3.5 Property, plant and equipment

(a) Recognition and measurement

ESG Report
Items of property, plant and equipment are measured at cost less accumulated depreciation and
accumulated impairment losses, if any.

The cost of an item of property, plant and equipment comprises its purchase price, import duties and
non-refundable taxes, after deducting trade discount and rebates, and any costs directly attributable
to bringing the asset to the location and condition necessary for it to be capable of operating in the
intended manner. Cost also includes initial estimate of the costs of dismantling and removing the
item and restoring the site on which it is located and capitalised borrowing costs. The obligations for 3
costs of dismantling and removing the item and restoring the site (generally called ‘asset retirement

Financial Analysis
obligation’) are recognised and measured in accordance with IAS 37 Provisions, Contingent Liabilities
and Contingent Assets. Purchased software that is integral to the functionality of the related equipment
is capitalised as part of that equipment.

When major parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.

(b) Subsequent costs

The cost of replacing or upgradation of an item of property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the future economic benefits embodied within the item Additional Information

will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced
component is derecognised. The costs of the day to day servicing of property, plant and equipment are
recognised in profit or loss as incurred.

(c) Depreciation
No depreciation is charged on land and capital work in progress (CWIP) as the land has unlimited useful
life and CWIP has not yet been placed in service.

Depreciation on other items of property, plant and equipment is recognised on a straight-line basis over
the estimated useful life of each item of property, plant and equipment. The range of estimated useful
lives shown below depends on sub-category of the assets under the broad category. Leased assets are
depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that
the Company will obtain ownership by the end of the lease term. Depreciation method, useful lives and
residual values are reviewed at each year-end and adjusted if appropriate. The estimated useful lives of
the items of property, plant and equipment for the current and comparative periods are as follows:
 90 Grameenphone Ltd. 1 2 3 4

2023 2022
Years Years

Own assets:
Building 10 -50 10 -50
Base station - equipment 3-10 3-10
Base station - tower, fibre optic network and related assets 7- 30 7- 30
Transmission equipment 5-10 5-10
Computers and other IT equipment 3-4 3-4
Furniture and fixtures (including office equipment) 3-5 3-5
Vehicles 4 4

(d) Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of an item of property,
plant and equipment is determined as the difference between the net disposal proceeds and the
carrying amount of the asset and is recognised in profit or loss.

(e) Capital work in progress

Capital work in progress consists of unfinished work at sites and capital inventory. Spare parts
expected to be used for more than one year are treated as capital work in progress. In case of import of
components, capital work in progress is recognised when risks and rewards associated with such assets
are transferred to the Company.

(f) Capitalisation of borrowing costs

As per the requirements of IAS 23 Borrowing Costs, directly attributable borrowing costs are capitalised
during construction period for all qualifying assets. A qualifying asset is an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale. The borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset are those borrowing costs
that would have been avoided if the expenditure on the qualifying asset had not been made. All other
borrowing costs are recognised in profit or loss in the period in which they are incurred.

3.6 Intangible assets

(a) Recognition and measurement

Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less
accumulated amortisation and accumulated impairment loss, if any. Intangible assets are recognised
when all the conditions for recognition as per IAS 38 Intangible Assets are met. The cost of an intangible
asset comprises its purchase price, import duties and non-refundable taxes and any directly attributable
cost of preparing the asset for its intended use.

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical
knowledge and understanding, is recognised in the profit or loss as incurred.

Development activities involve a plan or design for the production of new and substantially improved
products and processes. Development expenditures, on an individual project, are recognised as an
intangible asset when the Company can demonstrate all of the following:

a. the technical feasibility of completing the intangible asset so that it will be available for use or sale;

b. its intention to complete the intangible asset and use or sell it;

c. its ability to use or sell the intangible asset;

d. how the intangible asset will generate probable future economic benefits. Among other things,
the entity can demonstrate the existence of a market for the output of the intangible asset or the
intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;

e. the availability of adequate technical, financial and other resources to complete the development and
to use or sell the intangible asset; and
 1 2 3 4 Annual Report 2023 9191

f. its ability to measure reliably the expenditure attributable to the intangible asset during its
development.

Other development expenditures are recognised in profit or loss as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a subsequent period. Following
initial recognition of the development expenditure as an asset, the cost model is applied requiring the
asset to be carried at cost less any accumulated amortisation and accumulated impairment losses.
Amortisation of the asset begins when development is complete and the asset is placed in service. It
is amortised over the period of expected future economic benefits. During the period of development,
the asset is tested for impairment annually.

Internally generated intangible assets, excluding capitalised development costs, are not capitalised
and expenditure is reflected in profit or loss in the year in which the expenditure is incurred.

Strategic Overview
(b) Subsequent costs
Subsequent costs are capitalised only when they increase the future economic benefits embodied in the
specific asset to which they relate. All other costs are recognised in profit or loss as incurred.

(c) Amortisation
Amortisation is recognised in profit or loss on a straight line basis over the estimated useful lives of
intangible assets. The estimated useful lives are as follows:

2023 2022
Years Years

ESG Report
Software and others:
Pulse Code Modulation (PCM) 5 5
Billing software 5 5
Other operational software 3-7 3-7
Network management software 7 7

Amortisation methods, useful lives and residual values are reviewed at each year-end and adjusted, if 3
appropriate.

Financial Analysis
(d) Derecognition
An intangible asset is derecognised on disposal, or when no future economic benefits are expected
from use or disposal. Gains or losses arising from derecognition of intangible assets, measured as the
difference between the net disposal proceeds and the carrying amount of the assets, are recognised
in profit or loss.

3.7 Leases
At inception of a contract, Grameenphone assesses whether a contract is, or contains, a lease. A contract Additional Information

is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration. To assess whether a contract conveys the right to control the use of an
identified asset, Grameenphone assesses whether:

- the contract involves the use of an identified asset - this may be specified explicitly or implicitly, and should
be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the
supplier has a substantive substitution right, then the asset is not identified.

- Grameenphone has the right to obtain substantially all of the economic benefits from the use of the asset
throughout the period of use; and

- Grameenphone has the right to direct the use of the asset. Grameenphone has the right when it has the
decision-making rights that are most relevant to changing how and for what purpose the asset is used.
In rare cases where the decision about how and for what purpose the asset is used is predetermined,
Grameenphone has the right to direct the use of the asset if either:

(i) Grameenphone has the right to operate the asset; or

(ii) Grameenphone designed the asset in a way that predetermines how and for what purpose it will be used.

The policy is applied to contracts entered into, or changed, on or after 1 January 2019.
92 Grameenphone Ltd. 1 2 3 4

At inception or on the reassessment of a contract that contains a lease component, Grameenphone

allocates the consideration in the contract to each lease component on the basis of their relative stand-
alone prices. As a practical expedient, fixed non-lease components embedded in the lease contract are not
separated and recognised as part of lease liabilities and right-of-use assets.

Telecom licence and spectrum

Grameenphone has chosen to apply IFRS 16 on telecom licence and spectrum which was earlier accounted
for under IAS 38 Intangible Assets.

Grameenphone as a lessee
Grameenphone recognises a right of use asset and a lease liability at the lease commencement date. The
right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the
site on which it is located, less any lease incentives received.

The right of use asset is depreciated using the straight line methods from the commencement date to the
earlier of the end of the useful life of the right of use asset or the end of the lease term. In addition, the right
of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability. The estimated useful lives of the items of the right of use asset for the current and
comparative periods are as follows:

2023 2022
Years Years

Right-of-use assets:
Fibre Optic Network (FON) Upto 30 Upto 30
Spectrum-2008 18 18
Telecom licence and spectrum -2011 15 15
3G licence and spectrum 15 15
4G licence and spectrum 15 15

The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, Grameenphone’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise the following:

- fixed payments, including in-substance fixed payments;

- variable lease payments that depend on an index or a rate, initially measured using the index rate as the
commencement date;

- amounts expected to be payable under a residual value guarantee; and

- the exercise price under a purchase option that Grameenphone is reasonably certain to exercise, lease
payments in an optional renewal period if Grameenphone is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless Grameenphone is reasonably certain not to
terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
Grameenphone’s estimate of the amount expected to be payable under a residual value guarantee, or if
Grameenphone changes its assessment of whether it will exercise purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right to use asset, or is recorded in profit or loss if the carrying amount of the right to use asset
has been reduced to zero.

Grameenphone presents right of use assets and lease liabilities as separate captions in the statement of
financial position.
 1 2 3 4 Annual Report 2023 93
93

Short-term leases and leases of low-value assets

Grameenphone has elected not to recognise right of use assets and lease liabilities for short term leases that
have a lease term of 12 months or less and leases of low-value assets for which the underlying asset is of BDT
400,000 or less. Grameenphone recognises the lease payments associated with these leases as an expense
on a straight line basis over the lease term.

Significant judgement in determining the lease term of contracts with renewal options
Grameenphone determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

Grameenphone applies judgement in evaluating whether it is reasonably certain to exercise an option not to
terminate the lease and an option to renew a lease contract. Grameenphone considers all relevant factors

Strategic Overview
before exercising any option. After the commencement date, Grameenphone reassesses the lease term
if there is a significant event or change in circumstances that is within its control and affects its ability to
exercise (or not to exercise) the options (e.g. a change in business strategy).

Grameenphone considered the lease term for active leases at the date of initial application as maximum
of 5 years or remaining non-cancellable period from 1 January 2019 by considering changes in technology,
development in regulatory environment etc. Leases which would expire before 5 years from 1 January 2019,
the lease term had been considered up to the expiry of lease. Leases which commenced on or after 1 January
2019, the lease term would be limited to either their non-cancellable period or 31 December 2023 whichever
was later.

ESG Report
In 2020, due to the occurrence of significant event, Grameenphone reassessed its lease term as on 31
December 2020. As an outcome of this reassessment, lease term has been extended for 2 more years.

Consequently, remaining lease term for active leases as on 31 December 2020 will be as maximum of 5 years
or remaining non-cancellable period from the same date. Leases which will expire before 5 years from 31
December 2020, the remaining lease term has been considered up to the expiry of lease.

Leases which commence on or after 31 December 2020, the lease term will be limited to either their non-
cancellable period or 31 December 2025 whichever was later.
3

Financial Analysis
Grameenphone as a lessor
When Grameenphone acts as a lessor, it determines at lease inception whether each lease is a finance lease
or an operating lease.

To classify each lease, Grameenphone makes an overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the
case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment,
Grameenphone considers certain indicators such as whether the lease is for the major part of the economic
life of the asset. Additional Information

If an arrangement contains lease and non-lease components, Grameenphone applies IFRS 15 to allocate the
consideration in the contract.

Grameenphone recognises lease payments received under operating leases as income on a straight-line
basis over the lease term.

Sub lease
When Grameenphone is an intermediate lessor, it accounts for its interests in the head lease and the sub-
lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset
arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease
to which Grameenphone applies the exemption described in “Short-term leases and leases of low-value
assets”, then it classifies the sub-lease as an operating lease.

Grameenphone as an intermediate lessor accounts for the sublease as follows:

(i) if the sublease is classified as an operating lease, Grameenphone continues to account for the lease
liability and right-of-use asset on the head lease like any other lease; or

(ii) if the sublease is classified as a finance lease, Grameenphone derecognises the right-of-use asset on the
 94 Grameenphone Ltd. 1 2 3 4

head lease at the sublease commencement date and continues to account for the original lease liability
in accordance with the lessee accounting model. Grameenphone, as the sublessor, recognises a net
investment in the sublease.

3.8 Investment in associate

An associate is an entity over which the investor has significant influence. Significant influence is the power
to participate in the financial and operating policy decisions of the investee, but is not to exercise control or
joint control over those policies. Investment in associate is accounted for using the equity method. Under
the equity method, the investment in an associate is initially recognised at cost. The carrying amount of the
investment is adjusted to recognise changes in the investor’s share of net assets of the associate since the
acquisition date. The statement of profit or loss and other comprehensive income reflects the investor’s
share of the results of operations of the associate. Any change in other comprehensive income (OCI) of the
investee is presented as part of the investor’s OCI. In addition, when there has been a change recognised
directly in the equity of the associate, the investor recognises its share of any changes, when applicable, in
the statement of changes in equity. Unrealised gains and losses resulting from transactions between the
investor and the associate are eliminated to the extent of the interest in the associate.

Share of profit/loss of associate is not recognised in Grameenphone’s individual financial statements until it
is realised through dividend. Dividend income is recognised when Grameenphone’s right to receive payment
is established.

3.9 Financial instruments

IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some
contracts to buy or sell non-financial items.

The details of new significant accounting policies and the nature and effect of the changes to previous
accounting policies are set out below.

Classification and measurement of financial assets and financial liabilities

IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial
liabilities. However, it eliminates the previous IAS 39 categories for financial assets of held to maturity, loans
and receivables and available for sale.

The adoption of IFRS 9 has not had a significant effect on Grameenphone’s accounting policies related to financial
liabilities. The impact of IFRS 9 on the classification and measurement of financial assets is set out below.

Under IFRS 9, on initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value
through Other Comprehensive Income (FVOCI) – debt investment; Fair Value through Other Comprehensive
Income (FVOCI) – equity investment; or Fair Value Through Profit or Loss (FVTPL). The classification of
financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed
and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial
asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is
assessed for classification.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
a) it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

b) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as
at FVTPL:

a) it is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and
b) its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect
to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-
by-investment basis.
 1 2 3 4 Annual Report 2023 95
95

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured
at FVTPL.

A financial asset (unless it is a trade receivable without a significant financing component that is initially
measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction
costs that are directly attributable to its acquisition.

The following accounting policies apply to the subsequent measurement of financial assets.

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend
income, are recognised in profit or loss.

Financial assets at amortised cost

Strategic Overview
These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and
impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Trade receivables are classified as Financial assets measured at amortised cost.

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest
method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains
and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to

ESG Report
profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss
unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and
losses are recognised in OCI and are never reclassified to profit or loss.

Impairment of financial assets 3

IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with an ‘expected credit loss’ (ECL) model. The new

Financial Analysis
impairment model applies to financial assets measured at amortised cost, contract assets and debt
investments at FVOCI, but not to investments in equity instruments.

The financial assets at amortised cost consist of trade receivables, cash and cash equivalents, and corporate
debt securities. Grameenphone measures loss allowances at an amount equal to ECL from trade receivables.

When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, Grameenphone considers reasonable and supportable information
that is relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on Grameenphone’s historical experience and informed credit assessment Additional Information
and including forward-looking information.

Grameenphone considers a financial asset to be in default when the debtor is unlikely to pay its credit
obligations to the Company in full, without recourse by Grameenphone to actions such as realising security (if
any is held).

Measurement of Expected Credit Losses (ECL)

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of
all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract
and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of
the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortised cost and
debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events
that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Grameenphone uses Lifetime Expected Credit Loss method for Trade receivables.
 96 Grameenphone Ltd. 1 2 3 4

Presentation of impairment
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying
amount of the assets. For debt securities at FVOCI, the loss allowance is recognised in OCI, instead of
reducing the carrying amount of the asset.

Impairment losses related to trade receivables and others, including contract assets, are presented
separately in the notes to the financial statement.

3.10 Inventories
Inventories consisting of scratch cards, SIM cards, mobile handsets, data cards and other devices are
valued at lower of cost and net realisable value. Cost of inventories include expenditure incurred in acquiring
the inventories, production or conversion costs and other costs incurred in bringing them to their existing
location and condition. Cost of inventories is determined by using the weighted average cost formula. Where
necessary, allowance is provided for damaged, obsolete and slow moving items to adjust the carrying
amount of inventories to the lower of cost and net realisable value. Net realisable value is based on estimated
selling price in the ordinary course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.

3.11 Employee benefits

The Company maintains both defined contribution plan and defined benefit plan for its eligible permanent
employees. The eligibility is determined according to the terms and conditions set forth in the respective trust
deeds and rules. Both of the plans are funded and are recognised/approved under Income Tax Ordinance 1984.

(a) Defined contribution plan (provident fund)

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed
contributions into a separate entity and has no legal or constructive obligation to pay further amounts.
Obligations for contribution to defined contribution plans are recognised as an employee benefit
expense in profit or loss in the period during which related services are rendered by employees. Advance
contributions are recognised as an asset to the extent that a cash refund or a reduction in future
payment is available. Contributions to a defined contribution plan that are due more than 12 months after
the end of the period in which employees render the services are discounted to the present value.

Grameenphone has a separate recognised provident fund scheme. All permanent employees of
Grameenphone contribute 10% of their basic salary to the provident fund and the Company makes
matching contributions.

The Company recognises contribution to defined contribution plan as an expense when an employee
has rendered related services in exchange for such contribution. The legal and constructive obligation is
limited to the amount Grameenphone agrees to contribute to the fund.

(b) Defined benefit plan (gratuity fund)

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The
employee gratuity plan is considered as defined benefit plan as it meets the recognition criteria. The
Company’s obligation is to provide the agreed benefits to current and former employees.

The net defined benefit liability (asset) in respect of a defined benefit plan is recognised in the statement
of financial position. The net defined benefit liability (asset) is made up of:

i) the present value of defined benefit obligation; less

ii) the fair value of plan assets; adjusted for
iii) any effect of limiting a net defined benefit asset to the asset ceiling.

Present value of defined benefit obligation is determined by professional actuary. Projected Unit Credit
method is used to measure the present value of defined benefit obligations and related current and past
service cost by using mutually compatible actuarial assumptions about demographic and financial variables.

Current service cost, past service cost and gain/loss on settlement and net interest on the net defined
benefit liability (asset) are recognised in profit or loss. Service cost and gain/loss on settlement are
classified as personnel expense and net interest on the net defined benefit liability (asset) is classified as
financial expense.
 1 2 3 4 Annual Report 2023 97
97

Remeasurements of the net defined liability (asset) are recognised in other comprehensive income,
comprising:

i) actuarial gains and losses;

ii) return on plan asset, excluding amounts included in net interest on the net defined benefit liability
(asset); and
iii) any change in the effect of the asset ceiling excluding amounts included in net interest on the net
defined benefit liability (asset).

Relevant tax impacts of such remeasurements are also recognised under other comprehensive income.

(c) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as

Strategic Overview
the related service is provided. A provision is recognised for the amount of annual leave encashment
based on the latest basic salary.

3.12 Income tax

Income tax expense comprises current and deferred taxes. Income tax expense is recognised in profit or
loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised
in equity.

(a) Current tax

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or

ESG Report
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
periods. The tax rates used for the reporting periods are as follows:

Year Tax rate

2023 40%
2022 40%
3
(b) Deferred tax

Financial Analysis
Deferred tax is recognised in compliance with IAS 12 Income Taxes, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purpose and amounts used
for taxation purpose. Deferred tax is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that have been enacted or substantively
enacted by the date of statement of financial position. Deferred tax assets and liabilities are offset if there
is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes
levied by the same tax authority on the same taxable entity.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the deductible temporary difference can be utilised. Deferred tax assets are
Additional Information

reviewed at each year-end and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.

3.13 Accruals, provisions and contingencies

(a) Accruals
Accruals are liabilities to pay for goods or services that have been received or supplied but have not been
paid, invoiced or formally agreed with the supplier, including amounts due to employees. Accruals are
reported as part of trade payables and others.

(b) Provisions
A provision is recognised in the statement of financial position when the Company has a legal or
constructive obligation as a result of a past event, it is probable that an outflow of economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation. Provision is ordinarily measured at the best estimate of the expenditure required to settle the
present obligation at the reporting date. Where the Company expects some or all of a provision to be
reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is
virtually certain. The expense relating to any provision is presented in the income statement net of any
reimbursement. If the effect of the time value of money is material, provisions are discounted using a
 98 Grameenphone Ltd. 1 2 3 4

current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.

Asset Retirement Obligations (ARO)

Asset Retirement Obligations (ARO) are recognised when there is a legal or constructive obligation as a
result of past event for dismantling and removing an item of property, plant and equipment and restoring
the site on which the item is located and it is probable that an outflow of resources will be required to settle
the obligation, and a reliable estimate of the amount of obligation can be made. A corresponding amount
equivalent to the provision is recognised as part of the cost of the related property, plant and equipment.
The amount recognised is the estimated expected cost of decommissioning, discounted to its present
value. Changes in the estimated timing of decommissioning or decommissioning cost estimates are
dealt with prospectively by recording an adjustment to the provision, and a corresponding adjustment to
property, plant and equipment. The Company recognises ARO in respect of base station and office space.
The periodic unwinding of the discount is recognised in profit or loss as a finance cost as it occurs.

(c) Contingencies
A contingent liability is a possible obligation that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Company; or a present obligation that arises from past events but is not recognised
because it is not probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Company. We recognise any amount as an asset only if recovery of that amount
is virtually certain.

Contingent liabilities and assets are not recognised in the statement of financial position of the Company.
Significant contingencies are disclosed in the notes to the financial statements.

3.14 Revenue from contract with customers

Under IFRS 15, revenue is measured based on the consideration specified in a contract with a customer and
excludes amounts collected on behalf of third parties. The Company recognises revenue when it satisfies a
performance obligation by transferring control over goods or services to a customer.

The Company considers the terms of the contract and its customary business practices to determine the
transaction price. The transaction price is the amount of consideration to which an entity expects to be
entitled in exchange for transferring promised goods or services to a customer. The consideration promised
in a contract with a customer may include fixed amounts, variable amounts, or both.

Nature of goods and services

The following is a description of the principal activities from which the Company generates its revenue

(a) Subscription and traffic fees

Revenues from subscription fees are recognised over the subscription period while revenues from voice
and non-voice services are recognised upon actual use. Consideration from the sale of prepaid cards to
customers where services have not been rendered at the reporting date is deferred until actual usage or
when the cards expire or airtime balances are forfeited.

(b) Connection fees

A connection fee received in the beginning is not considered a separate performance obligation as the
connection or SIM card is not a distinct goods or service that is delivered initially. Connection fees that
are charged and not allocated to the other elements of an arrangement are deferred and recognised
over the periods in which the fees are expected to be earned. The earning period is the average expected
lifetime of the customer i.e. four years.

(c) Commission income

The Company recognises revenue in the amount of any fee or commission to which it expects to be
entitled in exchange for arranging for other parties to provide goods or services. The Company’s fee or
commission might be the net amount of consideration that it retains after paying the other party the
consideration received in exchange for the goods or services to be provided by that party.
 1 2 3 4 Annual Report 2023 99
99

(d) Customer equipment

The Company recognises revenue when it satisfies a performance obligation by transferring a promised
good (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of
that asset. Control of an asset refers to the ability to direct the use of, and obtain substantially all of the
remaining benefits from, the asset.

(e) Discounts
Discounts are often provided in the form of cash discounts or free products and services delivered by
the Company or by external parties. Discounts are recognised on a systematic basis over the period the
discount is earned. Cash discounts or free products and services given as part of sales transactions are
recognised as a reduction of revenue. Free products or services provided that are not related to sales
transactions are recognised as expenses. Discounts are recognised when they are earned and not
when they are awarded i.e. at the same time when the underlying services are delivered to which those

Strategic Overview
discounts relate.

(f) Multiple element arrangement

Multiple element arrangements or bundled offers are sales arrangements that require the Company to
deliver more than one product and/or perform more than one service, often over an extended period of
time. The characteristics of such arrangements mean that the Company must determine if the different
elements in a package can be separated from one another - i.e. can be considered distinct performance
obligations. The total contract price is then to be allocated to the distinct performance obligations, and
revenue is to be recognised in accordance with satisfaction of the performance obligations.

ESG Report
The transaction price is allocated to separate performance obligations in a contract based on relative
standalone selling prices. The requirement to allocate revenue on a relative stand-alone selling price
basis may result in similar goods and services (e.g. a particular customer equipment or a particular
service plan) being allocated different amounts of revenue depending on how the products and service
plans are bundled into the arrangement.

Stand-alone selling price for the equipment would be list-price when sold by the Company on a stand-
alone basis (not in a bundle). If the Company does not sell the equipment separately, the stand-alone
selling price is to be estimated. 3

Financial Analysis
(g) Interest and dividend income
Interest income is accrued on a time proportion basis that reflects an effective yield on the financial
asset. Dividend income from an investment is recognised when the Company’s rights to receive payment
is established (declared by the Annual General Meeting of the investee or otherwise).

Contract Costs
Contract costs are costs that are incremental to obtaining a contract with a customer or costs that are
directly related to fulfilling a specified contract with a customer (fulfilment costs). Incremental costs of
obtaining a contract with a customer is recognised as an asset if the expectation is that the costs will be
Additional Information

recoverable except for incremental costs that would have been amortised in a year or less. These may be
expensed as incurred.

Contract costs is capitalised as assets and amortised in a way that is consistent with the transfer of the
related goods and services. Customer acquisition costs for Grameenphone includes SIM cost, different
commissions and other directly attributable costs related to acquisition of customers.

Management expects that customer acquisition cost are recoverable. In the comparative period, such costs
were capitalised but to the extent of connection revenue earned. These costs are amortised over the average
expected lifetime of the customer i.e. four years.

Determination of agent and principal

The determination of whether the Company is acting as a principal or as an agent in a transaction is
based on an evaluation of the substance of the transaction, the responsibility for providing the goods or
services, setting prices, form of consideration and exposure to credit risk. When another party is involved
in providing goods or services to a customer, the entity shall determine whether the nature of its promise is
a performance obligation to provide the specified goods or services itself (i.e. the entity is a principal) or to
arrange for the other party to provide those goods or services (i.e. the entity is an agent). Where the Company
100 Grameenphone Ltd. 1 2 3 4

acts as a principal, the revenues are recognised on a gross basis. This requires revenue to comprise the gross
value of the transaction billed to the customers, after trade discounts, with any related expenses charged as
operating costs. Where the Company acts as an agent, the expenses are offset against the revenues and the
resulting net revenues represent the margins or commissions earned for providing services in the capacity of
an agent.

Licence fees payable to Bangladesh Telecommunication Regulatory Commission (BTRC) that are calculated
on the basis of revenue share arrangements are not offset against the revenues. Instead, they are recognised
as operating costs because the Company is considered to be the primary obligor.

Customer loyalty programme

Nature and timing of satisfaction of performance obligations

Customers who purchase GP’s products or services and fulfil certain conditions enter the Company’s
customer loyalty programme and earn points. The points are redeemable against any future purchases of
the Company’s or third party’s products or services at customers’ discretion. The loyalty points accumulate
on cumulative basis and expire after two years where remaining days of current year will be counted as one
year. Further, all the accumulated points expire when a subscriber stops using MyGP App for a consecutive
period of three months. However, no loyalty point are awarded when a subscriber stops using MyGP App for a
consecutive period of one month.

Revenue recognition
GP segregates the monetary value equivalent of the loyalty points as unearned revenue. At subsequent
redemption of the loyalty points, nature wise revenue is recognised i.e. where such points are used by
customers. Where customer chooses to avail third party goods or services then accounting is done after
analysing agent principal relationship. For expired loyalty points, revenue is recognised at expiry.

3.15 Foreign currency transactions

The financial statements are presented in BDT, which is Company’s functional currency. Transactions in
foreign currencies are recorded in the books at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities in foreign currencies at the date of statement of financial position are
translated into BDT at the exchange rate prevailing at that date. Non-monetary items that are measured
in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the
initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rate at the date when the fair value was determined. Exchange differences arising on the
settlement of monetary items or on translating monetary items at the end of the reporting period are
recognised in profit or loss as per IAS 21 The Effects of Changes in Foreign Exchange Rates.

3.16 Earnings per share

The Company presents basic and diluted (when dilution is applicable) earnings per share (EPS) for its ordinary
shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the
effect of change in number of shares for bonus issue, share split and reverse split. Diluted EPS is determined
by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding, for the effects of all dilutive potential ordinary shares. However, dilution of EPS
is not applicable for these financial statements as there was no dilutive potential ordinary shares during the
relevant periods.

3.17 Events after the reporting period

Amounts recognised in the financial statements are adjusted for events after the reporting period that
provide evidence of conditions that existed at the end of the reporting period. No adjustment is given in the
financial statements for events after the reporting period that are indicative of conditions that arose after the
reporting period. Material non-adjusting events are disclosed in the financial statements.
4 Property, plant and equipment
31 December 2023
Carrying
Cost Depreciation
amount
As at 01 Additions Disposals/ As at 31 As at 01 Charged Disposals/ As at 31 As at 31
January during the Adjustments December January during the Adjustments December December
Name of assets 2023 year during the year 2023 2023 year during the year 2023 2023

BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)
Land (Note 4.1) 1,228,584 9,106 (124) 1,237,566 - - - - 1,237,566
Building 4,102,681 14,100 - 4,116,781 2,399,320 179,146 - 2,578,466 1,538,315
Base station 145,555,209 14,526,247 (3,711,206) 156,370,250 98,343,017 10,672,227 (3,471,743) 105,543,501 50,826,749
Transmission equipment 24,148,186 2,271,120 (25,672) 26,393,634 19,646,286 1,600,193 (25,667) 21,220,812 5,172,822
Computers and other IT equipment 9,960,087 1,609,623 (82,839) 11,486,871 6,949,016 1,013,939 (82,382) 7,880,573 3,606,298
Furniture and fixtures (including office 2,872,750 170,617 (28,237) 3,015,130 2,684,253 100,608 (26,139) 2,758,722 256,408
equipment)
Vehicles 715,233 11,563 (154,972) 571,824 391,103 78,036 (107,975) 361,164 210,660
188,582,730 18,612,376 (4,003,050) 203,192,056 130,412,995 13,644,149 (3,713,906) 140,343,238 62,848,818
Capital work in progress (Note 4.2) 4,679,384 18,242,267 (18,750,474) 4,171,177 - - - - 4,171,177
193,262,114 36,854,643 (22,753,524) 207,363,233 130,412,995 13,644,149 (3,713,906) 140,343,238 67,019,995

31 December 2022
Carrying
Cost Depreciation
amount
As at 01 Additions Disposals/ As at 31 As at 01 Charged Disposals/ As at 31 As at 31
January during the Adjustments December January during the Adjustments December December
Name of assets 2022 year during the year 2022 2022 year during the year 2022 2022

BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)
Land (Note 4.1) 1,069,921 159,025 (362) 1,228,584 - - - - 1,228,584
Building 4,064,482 38,199 - 4,102,681 2,219,937 179,383 - 2,399,320 1,703,361
1 2 3 4

Base station 134,197,356 13,760,730 (2,402,877) 145,555,209 90,441,309 10,197,864 (2,296,156) 98,343,017 47,212,192
Transmission equipment 21,542,040 2,606,210 (64) 24,148,186 18,094,570 1,551,780 (64) 19,646,286 4,501,900
Computers and other IT equipment 8,332,855 1,739,326 (112,094) 9,960,087 5,987,571 1,072,231 (110,786) 6,949,016 3,011,071
Furniture and fixtures (including office 2,885,809 92,011 (105,070) 2,872,750 2,677,076 110,086 (102,909) 2,684,253 188,497
equipment)
Vehicles 893,196 51,881 (229,844) 715,233 464,644 99,053 (172,594) 391,103 324,130
172,985,659 18,447,382 (2,850,311) 188,582,730 119,885,107 13,210,397 (2,682,509) 130,412,995 58,169,735
Annual Report 2023

Capital work in progress (Note 4.2) 7,287,398 15,911,389 (18,519,403) 4,679,384 - - - - 4,679,384
180,273,057 34,358,771 (21,369,714) 193,262,114 119,885,107 13,210,397 (2,682,509) 130,412,995 62,849,119
101
101

Additional Information Financial Analysis ESG Report Strategic Overview

 102 Grameenphone Ltd. 1 2 3 4

4.1 Land
Land represents freehold land acquired for office premises and base stations.

4.2 Capital work in progress (CWIP)

This represents primarily the cost of network equipment under construction and capital inventory.

The amount of CWIP completed and transferred during the year to the corresponding items of property, plant
and equipment was as follows:

Name of assets 2023 2022

BDT (000) BDT (000)

Land (Note 4.1) 9,106 159,025

Building 14,100 38,199
Base station 14,526,247 13,760,730
Transmission equipment 2,271,120 2,606,210
Computers and other IT equipment 1,609,623 1,739,326
Furniture and fixtures 170,617 92,011
Vehicles 11,563 51,881
18,612,376 18,447,382

4.2.1 Capital work in progress - components

Capital work in progress as at 31 December 2023 included capital inventory of BDT 2,794,779,260 (2022: BDT
3,384,084,289) and work-in-progress of BDT 1,376,396,034 (2022: BDT 1,295,298,443).
5 Intangible assets
31 December 2023

Carrying
Cost Amortisation
amount
As at 01 Additions Disposals/ As at 31 As at 01 Charged Disposals/ As at 31 As at 31
January 2023 during the Adjustments December January 2023 during the Adjustments December December
Name of assets year the year 2023 year the year 2023 2023

BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)
Software and others (Note 5.1) 15,653,902 2,548,870 (74,333) 18,128,439 12,678,278 1,313,221 (31,566) 13,959,933 4,168,506
15,653,902 2,548,870 (74,333) 18,128,439 12,678,278 1,313,221 (31,566) 13,959,933 4,168,506
Capital work in progress (Note 5.2) 1,047,468 1,728,898 (2,548,871) 227,495 - - - - 227,495
16,701,370 4,277,768 (2,623,204) 18,355,934 12,678,278 1,313,221 (31,566) 13,959,933 4,396,001

31 December 2022
Carrying
Cost Amortisation
amount
Name of assets As at 01 Additions Disposals/ As at 31 As at 01 Charged Disposals/ As at 31 As at 31
January 2022 during the Adjustments December January 2022 during the Adjustments December December
year the year 2022 year the year 2022 2022

BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)
Software and others (Note 5.1) 14,266,259 1,387,643 - 15,653,902 11,642,147 1,036,131 - 12,678,278 2,975,624
14,266,259 1,387,643 - 15,653,902 11,642,147 1,036,131 - 12,678,278 2,975,624
Capital work in progress (Note 5.2) 1,008,184 1,426,927 (1,387,643) 1,047,468 - - - - 1,047,468
15,274,443 2,814,570 (1,387,643) 16,701,370 11,642,147 1,036,131 - 12,678,278 4,023,092
1 2 3 4

5.1 Software and others

Software includes business software and network management software. Business software includes mainly billing software, oracle financial software, data mining software,
campaign automation software, DNS Software, Huawei GGSN SW, Charging System Upgrade etc.

5.2 Capital work in progress (CWIP)

CWIP includes cost of software in process of installation/implementation and also software under testing phase awaiting users’ acceptance.
Annual Report 2023 103
103

Additional Information Financial Analysis ESG Report Strategic Overview

6 Leases
104

A. Leases as lessee
Grameenphone leases land, rooftop, office & residential spaces, warehouse, tower infrastructure facilities and fibre optical network. Telecom licences and spectrums have also
been chosen to consider as lease after implementation of IFRS 16. Information about leases for which Grameenphone is a lessee is presented below.

(i) Right-of-use assets

31 December 2023
Grameenphone Ltd.

Carrying
Cost Amortisation amount
As at 01 Addition Disposal/ As at 31 As at 01 Charged Disposal/ As at 31 As at 31
1 2 3 4

January during the adjustment December January during the adjustment December December
Name of assets 2023 year during the year 2023 2023 year during the year 2023 2023
BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)
Fibre Optic Network 14,273,341 2,613,327 (59,374) 16,827,294 8,046,689 1,926,247 (15,922) 9,957,014 6,870,280
Telecom licence, annual licence renewal 104,713,107 2,723,200 - 107,436,307 50,599,539 10,003,796 - 60,603,335 46,832,972
fees and spectrum
Base transceiver station - Green Field 1,887,021 71,041 (71,660) 1,886,402 925,732 337,352 (35,169) 1,227,915 658,487
Base transceiver station - Roof Top 4,452,528 363,900 (188,715) 4,627,713 2,602,476 804,997 (147,520) 3,259,953 1,367,760
Infrastructure sharing site 23,655,024 7,255,543 - 30,910,567 6,705,818 4,076,404 - 10,782,222 20,128,345
Office/residential space 816,120 72,924 (237,481) 651,563 415,877 215,537 (208,730) 422,684 228,879
149,797,141 13,099,935 (557,230) 162,339,846 69,296,131 17,364,333 (407,341) 86,253,123 76,086,723

31 December 2022
Carrying
Cost Amortisation amount
As at 01 Addition Disposal/ As at 31 As at 01 Charged Disposal/ As at 31 As at 31
January during the adjustment December January during the adjustment December December
Name of assets 2022 year during the year 2022 2022 year during the year 2022 2022
BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)
Fibre Optic Network 11,377,496 2,895,845 - 14,273,341 7,260,222 786,467 - 8,046,689 6,226,652
Telecom licence, annual licence renewal 86,161,920 18,551,187 - 8,589,943 - 54,113,568
fees and spectrum 104,713,107 42,009,596 50,599,539
Base transceiver station - Green Field 1,866,112 57,312 (36,403) 1,887,021 607,781 324,812 (6,861) 925,732 961,289
Base transceiver station - Roof Top 4,226,254 384,078 (157,804) 4,452,528 1,951,937 759,894 (109,355) 2,602,476 1,850,052
Infrastructure sharing site 14,065,842 9,589,182 - 23,655,024 3,716,591 2,989,227 - 6,705,818 16,949,206
Office/residential space 780,888 241,713 (206,481) 816,120 398,553 202,712 (185,388) 415,877 400,243
118,478,512 31,719,317 (400,688) 149,797,141 55,944,680 13,653,055 (301,604) 69,296,131 80,501,010
 1 2 3 4 Annual Report 2023 105
105

Right-of-use assets addition

Right-of-use assets addition for the year ended 31 December 2023 is BDT 13,099,935,000. BDT 2,751,704,000
has been paid at the time of acquisition and has been classified as part of investing activities in the Statement
of Cash Flows. The remaining amount of BDT 10,348,231,000 will be paid when falls due and is classified as
part of financing activities.

BDT 2,723,200,000 has been capitalised for 2G licence under Telecom licence, annual licence renewal fees
and spectrum, arising from change in estimated total cash outflow related to regulatory disputes.

Telecom licence, annual licence renewal fees and spectrum

The tenure of Mobile Cellular Licence and 14.6 MHz of spectrum acquired in 1996 expired on 10 November
2011. The tenure of this 2G licence and spectrum was renewed for another 15 years on 7 August 2012 effective
from 11 November 2011. This 2G licence and spectrum was recognised in accordance with IAS 38 Intangible

Strategic Overview
Assets and was measured at the cash equivalent price being the present value of the instalments. The
difference between total payment and the cash equivalent price is recognised as finance cost over the period
of payment.

Total cost of telecom licence and spectrum also includes cost of 7.4 MHz of spectrum acquired in 2008 for
18 years.

In 2013, Grameenphone, acquired 3G licence and related 10 MHz of spectrum for 15 years effective from 12
September 2013.

Grameenphone acquired 5 MHz spectrum in 1800 MHz band for 15 years at the spectrum auction held by

ESG Report
Bangladesh Telecommunications Regulatory Commission (BTRC) on 19 February 2018 and an approval for
converting existing 22 MHz 2G spectrum to technology neutral spectrum for 8.75 years. Grameenphone
also obtained 4G/LTE Cellular Mobile Phone Services Operator Licence effective from 19 February 2018
from BTRC.

From 1 January 2019, Grameenphone has chosen to apply IFRS 16 on telecom licence and spectrum which
was earlier accounted for under IAS 38 Intangible Assets.

In 2021, Grameenphone acquired 0.4 MHz in 1800 MHz band and 10MHz in 2100 MHz band effective from 9 3
April 2021 to 10 November 2026.

Financial Analysis
On 31 March 2022, Bangladesh Telecommunication Regulatory Commission (BTRC) conducted a Radio
Frequency Auction for 100 MHz in 2.3 GHz band comprised of 10 blocks of 10 MHz each and 120 MHz in 2.6
GHz band comprised of 12 blocks of 10 MHz each to existing telecom operators. GP participated in that
auction and secured 60 MHz spectrum from 2.6 GHz band effective from 1 November 2022 to 18 February
2033. This spectrum has been capitalised from the effective date at BDT 17,366,817,380. Additionally, BDT
1,129,596,000 has been capitalised for 2G licence arising from change in estimated total cash outflow related
to regulatory disputes.
Additional Information
 106 Grameenphone Ltd. 1 2 3 4

(ii) Lease liabilities

2023 2022
BDT (000) BDT (000)

Lease liabilities - non-current portion 40,212,825 41,046,666

Lease liabilities - current portion 10,006,247 10,852,496
50,219,072 51,899,162

(iii) Amounts recognised in profit or loss

Interest on lease liabilities 4,706,978 3,254,319
Expense relating to variable lease payments and
short term leases not included in measurement of lease liabilities:
Revenue sharing and spectrum charges 12,009,842 12,583,383
Fuel and energy costs 1,408,921 833,409
Connectivity cost 273,631 -
Short term lease 19,722 12,751
18,419,094 16,683,862

(iv) Amounts recognised in statement of cash flows

Total cash outflow for right-of-use assets 18,745,760 12,638,098
Total cash outflow for right-of-use assets (VAT portion) 1,846,194 471,903
Total cash outflow for variable lease payment and short term leases 14,541,690 11,967,405

7 Investment in associate
Grameenphone disposed of 51% of its stake in its only subsidiary, Grameenphone IT Ltd. now known as
ACISL on 1 September 2013 and retains significant influence over ACISL with its remaining 49% stake.

In accordance with the requirements of IAS 36 Impairment of Assets, the carrying amount of investment in
ACISL as at 31 October 2016 was re-assessed for impairment considering the financial performance of ACISL
for the period to 31 October 2016 and estimated the recoverable amount from the investment. Based on the
assessment, the carrying amount of investment in ACISL (BDT 486,828,493) has been fully impaired. The
assessment of recoverable amount from investment in associate remained unchanged as at 31 December
2023 and 31 December 2022.

8 Contract cost
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Opening balance 5,148,908 6,035,958

Additions during the year 4,889,322 1,819,493
Amortisation during the year (2,896,798) (2,706,543)
7,141,432 5,148,908

This includes deferred customer acquisition cost mainly in the form of SIM cost, different commissions and
other directly attributable costs related to acquisition of customers.

9 Other non-current assets

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Appeal deposits 455,484 455,483

Deposit to BTRC (Note 9.1) 20,000,000 20,000,000
Security deposits for utility services and other investments 16,084 16,084
20,471,568 20,471,567

9.1 Deposit to BTRC

Deposit of BDT 20,000,000,000 to BTRC was made pursuant to the order of Hon’ble Appellate Division of the
Supreme Court of Bangladesh. The details of the dispute are discussed in Note 45 (Contingencies) to these
financial statements.
 1 2 3 4 Annual Report 2023 107
107

10 Inventories
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Handset, data card and other devices 71,228 109,503

SIM card 507,641 935,483
Scratch card 12,580 43,407
591,449 1,088,393

10.1 Movement of inventories

Handset,

Strategic Overview
data card and
other device SIM card Scratch card
BDT (000) BDT (000) BDT (000)
Balance as at 1 January 2022 (Gross) 57,095 229,828 36,189
Purchase 378,890 934,828 218,987
Issue (296,193) (201,196) (209,828)
139,792 963,460 45,348
Adjustment/write-off (30,289) (27,977) (1,941)
Balance as at 31 December 2022 (Net) 109,503 935,483 43,407

ESG Report
Balance as at 1 January 2023 (Gross) 139,792 963,460 45,348
Purchase 12,563 679,357 216,066
Issue (56,756) (1,080,893) (205,270)
95,599 561,924 56,144
Adjustment/write-off (24,371) (54,283) (43,564)
Balance as at 31 December 2023 (Net) 71,228 507,641 12,580

3
10.2 Number of inventories

Financial Analysis
As at As at
31 December 2023 31 December 2022
Units Units

Handset, data card and other device 45,205 63,886

SIM card 10,200,595 21,114,580
Scratch card 409,290,929 345,478,965

10.3 SIM card Additional Information

SIM cards include SIMs for new connections and replacement SIMs. Both new connection and replacement
SIM attract SIM tax. Value added tax (VAT) and supplementary duty (SD) imposed on SIM cards are popularly
known as SIM tax.
108 Grameenphone Ltd. 1 2 3 4

11 Trade receivables and others

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Trade receivables
Trade receivables, gross 8,518,797 7,767,126
Impairment loss allowance (2,734,796) (1,800,342)
5,784,001 5,966,784
Other receivables
Receivables from employees 24,162 27,349
Other non-interest-bearing receivables 2,011,504 1,443,430
Impairment loss allowance (161,695) (116,481)
1,873,971 1,354,298
Other non-financial assets
Prepaid expenses 336,730 358,323
336,730 358,323

Total trade receivables and others 7,994,702 7,679,405

12 Cash and cash equivalents

Cash in hand 50,775 179,783
Cash at bank 16,667,563 3,146,139
16,718,338 3,325,922

12.1 Restricted cash balance

Cash at bank as at reporting date includes BDT 43,552,054 (2022: BDT 43,146,456) equivalent to unused
Mobicash points in customer wallet and is therefore treated as restricted cash balance.

Additionally, Cash at bank as at reporting date includes BDT 3,848,514,216 (2022: BDT 146,342,686) equivalent
to dividend payable amount, BDT 77,581,936 (2022: BDT 58,822,799) equivalent to dividend unclaimed amount
(principal portion), BDT 27,205 (2022: BDT 49,305) equivalent to dividend unclaimed on IPO suspense amount
(principal portion), BDT 1,672,327 (2022: BDT 1,672,327) equivalent to unclaimed IPO subscription amount
(principal portion) and BDT Nil (2022: 1,242,254) equivalent to accrued interest on unclaimed dividend and IPO
subscription amount.

13 Net asset value per share

Net Asset (BDT) 66,689,540,000 46,210,758,000
Weighted average number of
ordinary shares outstanding during the year 1,350,300,022 1,350,300,022
Net asset value per share (par value BDT 10 each) (BDT) 49.39 34.22

14 Share capital
Authorised:
4,000,000,000 ordinary shares of BDT 10 each 40,000,000 40,000,000
40,000,000 40,000,000
Issued, subscribed, called up and paid up:
1,350,300,022 ordinary shares of BDT 10 each 13,503,000 13,503,000
13,503,000 13,503,000

The Company was initially registered with ordinary shares of BDT 43.00 each. These shares were
subsequently converted into BDT 10 shares through a 43:1 split at the 16th EGM (held on 15 July 2008) and 1:10
reverse split at the 19th EGM (held on 2 July 2009)

There has been no change in share capital during the current and comparative year.
 1 2 3 4 Annual Report 2023 109
109

14.1 Shareholding position

a) Percentage of shareholdings
% of holding Value of shares (BDT)

As at 31 As at 31 As at 31 As at 31 Date of issue/
Name of December December December December Transfer of
shareholders 2023 2022 2023 2022 Shares

Telenor Mobile 55.8% 55.8% 7,534,081,540 7,534,081,540 10 October 1996

Communications 24 September 1997
AS, Norway 25 August 1998
7 December 1998
19 April 2004
21 October 2004
21 December 2004

Strategic Overview
31 May 2007
15 July 2008
02 July 2009
31 October 2019
Grameen 34.2% 34.2% 4,617,664,090 4,617,664,090 10 October 1996
Telecom, 24 September 1997
Bangladesh 25 August 1998
7 December 1998
19 April 2004
21 October 2004
27 November 2004
31 May 2007
15 July 2008

ESG Report
02 July 2009
Grameen Kalyan, 0.0% 0.0% 220 220 31 May 2007
Bangladesh 15 July 2008
02 July 2009
Grameen Shakti, 0.0% 0.0% 220 220 31 May 2007
Bangladesh 15 July 2008
02 July 2009
General public, 10.0% 10.0% 1,351,254,150 1,351,254,150 28 October 2009
Grameenphone 28 October 2019 3
employees and

Financial Analysis
institutional
100% 100% 13,503,000,220 13,503,000,220

215 shares of Telenor Asia Pte Ltd., Singapore are presented under institutional shareholders as per
regulatory direction.

b) Classification of shareholders by range of number of shares held

No. of shareholders No. of shares

Additional Information
As at As at As at As at
Shareholding range 31 December 2023 31 December 2022 31 December 2023 31 December 2022

1-500 30,497 29,122 4,794,153 4,667,015

501-5,000 6,351 5,943 10,605,964 9,642,823
5,001-10,000 646 594 4,749,215 4,381,950
10,001-20,000 349 312 5,016,248 4,496,209
20,001-30,000 133 129 3,369,488 3,251,744
30,001-40,000 79 74 2,777,101 2,610,393
40,001-50,000 43 42 2,004,368 1,930,061
50,001-100,000 104 94 7,465,975 6,738,098
100,001-1,000,000 130 122 37,939,389 36,480,965
1,000,001-1,000,000,000 22 21 1,271,578,121 1,276,100,764
38,354 36,453 1,350,300,022 1,350,300,022

15 Share premium
Total amount of BDT 8,384,003,437 was received in the years 1997 and 2009 as share premium in respect of
shares issued to shareholders. Net issue cost of BDT 543,777,495 was set off against share premium as per
IAS 32 Financial Instruments: Presentation.
 110 Grameenphone Ltd. 1 2 3 4

16 Capital reserve
In 1999, Grameenphone issued 5,086,779 preference shares of BDT 45.84 each, which were converted into
ordinary shares of BDT 43.00 each in 2004. The balance BDT 2.84 per share was transferred to capital reserve
account. The conversion was in accordance with provisions of Articles of Association of Grameenphone.
This amount is not distributable as dividend as per the Companies Act 1994.

17 Deferred tax liabilities

Deferred tax assets and liabilities have been recognised and measured in accordance with the provisions
of IAS 12 Income Taxes. Related deferred tax (expense)/income have been disclosed in Note 35. The
components of deferred tax assets and liabilities are given below:

Taxable/(deductible)
temporary
Carrying amount Tax base difference
BDT (000) BDT (000) BDT (000)
As at 31 December 2023
Property, plant and equipment (excluding land and CWIP (Note 4)) 61,611,252 44,115,366 17,495,886
Difference for vehicle (Note 17.1) (59,691) (59,691)
17,436,195
Right of use assets (Note 6) 76,086,723 35,927,958 40,158,765
Trade receivables (Note 11) (2,896,491) (2,896,491)
Lease liabilities including current portion (Note 6) (51,621,260) (51,621,260)
Other current liabilities (profit sharing plan) (271,619) (271,619)
Employee benefit plans including obligation under
voluntary retirement scheme (funded) (755,352) (755,352)
Recoverable income tax on certain aged trading liability (851,816) (851,816)
Net taxable temporary difference 1,198,422
Net deferred tax liability @40% tax rate (Note 3.12) 479,369

As at 31 December 2022
Property, plant and equipment (excluding land and CWIP (Note 4)) 56,941,151 36,552,828 20,388,323
Difference for vehicle (Note 17.1) (83,096) - (83,096)
20,305,227
Right of use assets (Note 6) 80,501,010 34,260,547 46,240,463
Trade receivables (Note 11) (1,916,823) - (1,916,823)
Lease liabilities including current portion (Note 6) (54,610,679) - (54,610,679)
Other current liabilities (profit sharing plan) (259,951) - (259,951)
Employee benefit plans including obligation under
voluntary retirement scheme (funded) (1,853,190) - (1,853,190)
Recoverable income tax on certain aged trading liability (253,564) - (253,564)
Net taxable temporary difference 7,651,483
Net deferred tax liability @40% tax rate (Note 3.12) 3,060,593

17.1 Difference for vehicle

This represents the permanent difference related to sedan cars, not plying for hire, owned by Grameenphone.
As per the provisions of Income Tax Act 2023, depreciation on such cars is allowed only up to certain limit
of cost (currently BDT 3 million per car) of such cars for tax purpose. Difference for vehicle represents the
amount of depreciated cost exceeding such limits.

17.2 Actuarial gain/loss from re-measurement of defined benefit obligations

Deferred tax liabilities as at 31 December 2023 includes net deferred tax asset of BDT 153,787,902 (2022:
BDT 507,796,688) for actuarial gain/loss from re-measurement of defined benefit obligations corresponding
impact of which has been recognised under other comprehensive income.
 1 2 3 4 Annual Report 2023 111
111

18 Employee benefits
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Amounts recognised in the statement of financial position

Defined benefit obligation (4,173,750) (4,758,953)
Fair value of plan assets 3,789,280 3,418,629
Net defined benefit obligation (384,470) (1,340,324)

Change in benefit obligation

Benefit obligation at end of prior year (4,758,953) (5,536,139)
Service cost (324,065) (336,903)

Strategic Overview
Interest expense (355,608) (322,758)
Benefit payments from plan assets 488,514 1,264,745
Remeasurements due to change in demographic assumptions (150,210) -
Remeasurements due to change in financial assumptions 1,060,004 475,906
Remeasurements due to experience adjustments (133,432) (303,804)
Defined benefit obligation at end of year (4,173,750) (4,758,953)

Change in fair value of plan assets

Fair value of plan assets at end of prior year 3,418,629 4,200,054

ESG Report
Interest income 259,262 229,941
Employer contributions 990,000 428,644
Benefit payments from plan assets (488,514) (1,264,745)
Remeasurements for return on assets (excluding interest income) (390,097) (175,265)
Fair value of plan assets at end of year 3,789,280 3,418,629

Fair value of plan assets

Cash and cash equivalents 1,068,018 296,909 3
Debt instruments 2,721,262 3,121,720

Financial Analysis
Total 3,789,280 3,418,629

Components of Defined Benefit Cost (DBO)

Service cost 324,065 336,903
Interest expense on DBO 355,608 322,758
Interest (income) on plan assets (259,262) (229,941)
Defined benefit cost included in profit or loss 420,411 429,720

Remeasurements (recognised in other comprehensive income (OCI)) Additional Information

Due to change in demographic assumptions 150,210 -

Due to change in financial assumptions (1,060,004) (475,906)
Due to change in experience adjustments 133,432 303,804
(Return) on plan assets (excl. interest income) 390,097 175,265
Total remeasurements in OCI (386,265) 3,163

Total defined benefit cost recognised in profit or loss and OCI 34,146 432,883

Net defined benefit liability (asset) reconciliation

Opening balance of net defined benefit liability (asset) 1,340,324 1,336,085
Defined benefit cost included in profit or loss 420,411 429,720
Total remeasurements included in OCI (386,265) 3,163
Employer contributions (990,000) (428,644)
Net defined benefit liability (asset) as of end of year 384,470 1,340,324
 112 Grameenphone Ltd. 1 2 3 4

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Expected cash flows for following year

Expected employer contributions 400,413 660,409
Expected total benefit payments
Year 1 400,413 660,409
Year 2 280,402 578,831
Year 3 308,716 591,287
Year 4 349,548 610,055
Year 5 376,463 613,043
Next 5 years 2,933,170 3,195,298
Significant actuarial assumptions
Discount rate in % 8.0% 6.4%
Future salary growth in % 8.5% 8.5%

Sensitivity analysis
A change of 50 basis points in following significant assumptions would have increased/ (decreased) defined
benefit obligation of the Company by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates remain constant.

As at 31 December 2023 As at 31 December 2022

50 bp increase 50 bp decrease 50 bp increase 50 bp decrease
BDT (000) BDT (000) BDT (000) BDT (000)

Discount rate in % (289,437) 65,692 (240,527) 42,025

Future salary growth in % 58,908 (284,653) 29,849 (230,298)

Significant characteristics of plan

Plan sponsor : Grameenphone Ltd.
Nature of benefits : Final salary defined benefit plan
Risks associated with the plan : Plan sponsor bears all the risks associated with the plan
Vesting criteria : 5 year of continuous service
Applicable salary : Last drawn monthly basic salary
Maximum limit of benefit paid : No upper limit on benefit
Basis of gratuity : Accrued benefit
Normal retirement age : 60 years
Benefit calculation : - Past service of 5 years to 5.5 years: 1 month applicable basic salary for
each completed years of service
- Up to 10 years: 1.5 month applicable basic salary for each completed
years of service
- More than 10 years: 2 month applicable basic salary for each completed
years of service

19 Other non-current liabilities

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Asset retirement obligations (Note 19.1) 311,652 377,541

Other non-current liabilities 144,583 118,782
456,235 496,323

19.1 Asset retirement obligations (ARO)

Opening balance 377,541 349,735
Provision made during the year 34,259 31,477
411,800 381,212
Provision released during the year (99,323) (3,460)
Paid during the year (825) (211)
Closing balance 311,652 377,541
 1 2 3 4 Annual Report 2023 113
113

Grameenphone recognises Asset Retirement Obligations (ARO) in respect of base stations and office space
for any constructive and/or legal obligations for dismantling, removal or restoration incurred by the Company
as a consequence of installing or constructing the sites. ARO is measured at the present value of expected
cash outflows required to settle such obligations. Unwinding of the discount is charged as finance expense in
the profit or loss.

20 Trade payables and others

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Financial liabilities
Trade payables including liability for capital expenditure 12,422,859 12,797,402

Strategic Overview
Accrued expenses 7,461,992 7,066,699
Indirect taxes 2,870,929 2,301,216
22,755,780 22,165,317
Other non-financial liabilities
Deferred connection revenue 635,073 48,467
Unearned revenue 6,228,564 5,061,546
6,863,637 5,110,013

Total trade payables and others 29,619,417 27,275,330

ESG Report
21 Provisions
A provision is a liability of uncertain timing or amount. Grameenphone takes provision for those items for
which it has obtained related goods or service but vendor is formally yet to bill it. The amount concerning
provision is almost certain to both parties and uncertainties exist regarding the timing of billing by vendor.
Provisions includes provision for regulatory disputes, BTRC revenue share, annual operating licence fee, office
running, other operational expenses and capital expenditure.
Grameenphone took provision for regulatory disputes based on the outcome of the court proceedings. This 3
is also reflected in Note 34.

Financial Analysis
Grameenphone has a number of disputes, in addition to the issues mentioned in Note 45, which have been
duly evaluated and addressed in accordance with relevant International Financial Reporting Standards (IFRSs)
considering the opinion of the relevant experts where applicable.

22 Loans and borrowings

This includes short-term bank loan of BDT 3,119,599,369 (2022: BDT 5,037,394,374).

23 Current tax liabilities

As at As at Additional Information
31 December 2023 31 December 2022
BDT (000) BDT (000)

Movement of current tax liabilities is shown as below:

Opening balance 23,779,920 25,603,868
Provision made during the year including transactions for
other comprehensive income 30,581,416 23,114,162
54,361,336 48,718,030
Paid during the year (incl. tax deducted at source) (28,304,971) (24,086,083)
Provision released during the year (6,596,686) (852,027)
Closing balance 19,459,679 23,779,920

24 Other current liabilities

Accruals for profit sharing plan 271,619 259,951
Payable for bills pay receipts 28,815 42,041
Security deposits from subscribers and channel partners 592,063 588,241
Dividend payable 3,848,514 146,343
Others 1,227,491 1,279,766
5,968,502 2,316,342
114 Grameenphone Ltd. 1 2 3 4

25 Unclaimed dividend
This includes dividend unclaimed amount of BDT 77,581,936 (2022: BDT 58,822,799) and dividend unclaimed
on IPO suspense amount of BDT 27,355 (2022: BDT 49,455).

Bangladesh Securities and Exchange Commission (BSEC) issued a Directive dated 14 January 2021, official
gazette of the Bangladesh Securities and Exchange Commission (Capital Market Stabilisation Rules Fund)
Rules dated 27 June 2021 and BSEC Notification dated 19 July 2021 whereby listed companies are instructed
to transfer unclaimed/undistributed/unsettled cash dividend and non-refundable public subscription money
for a period of 3 years old from the date of declaration or approval or record date, as the case may be to
“Capital Market Stabilisation Fund”.

In compliance with the said instruction Grameenphone transferred the principal amount of unclaimed/
undistributed/unsettled cash dividend of BDT 13,787,427 (2022: BDT 15,478,019) to the fund this year.
Furthermore, Grameenphone transferred net interest received on unclaimed dividend and IPO subscription
amount of BDT 1,123,196 (2022: BDT 1,727,572) to the Capital Market Stabilisation Fund.

26 Revenue
2023 2022
BDT (000) BDT (000)
The following is an analysis of revenue for the year:
Revenue from contract with customers (Note 26.1) 156,723,918 148,606,377
Lease revenues 1,991,900 1,797,092
158,715,818 150,403,469

26.1 Disaggregation of revenue from contract with customers

Type of goods/ services
Revenue from mobile communication (Note 26.2) 156,331,347 148,179,973
Revenue from customer equipment (Note 26.3) 306,887 294,585
Other revenues (Note 26.4) 85,684 131,819
156,723,918 148,606,377
Type of subscription
Prepaid 147,994,228 141,309,171
Contract 8,337,119 6,870,802
Other 392,571 426,404
156,723,918 148,606,377
Type of customer
Consumer 138,182,324 131,686,851
Business 18,541,594 16,919,526
156,723,918 148,606,377

26.2 Revenue from mobile communication

This includes revenue from voice and non-voice traffic, subscription and connection fee and
interconnection revenue.

26.3 Revenue from customer equipment

This mainly includes revenue from sale of mobile handsets/devices and data cards.

26.4 Other revenues

This mainly includes revenue from commission and other income.

27 Cost of material and traffic charges

2023 2022
BDT (000) BDT (000)

Traffic charges 8,301,391 8,479,917

Cost of materials and services 1,659,650 1,608,575
9,961,041 10,088,492

Traffic charges mainly include national and international interconnection cost.

Cost of materials and services includes cost of SIM card, scratch card, devices and contents.
 1 2 3 4 Annual Report 2023 115
115

28 Salaries and personnel cost

28.1 Salaries and personnel cost includes salaries, bonuses, different employment benefits including provident,
gratuity, profit sharing (WPPF), employee share programme for employees, long term incentive programme
for key personnel, training and other related costs. Additionally, gratuity expense includes BDT 403,286,952
(2022: BDT 1,734,735,620) for restructuring expense during the year and BDT 1,535,269,469 (2022: BDT
2,981,167,737) has been transferred during the year. The WPPF expense for the year is BDT 2,716,193,800 (2022:
BDT 2,599,505,214) and BDT 2,532,052,399 (2022: BDT 2,815,162,953) has been transferred during the year.

28.2 Number of employees

Total number of employees having annual salary of BDT 36,000 or above each was 1,277 as at 31 December
2023 and 1,315 as at 31 December 2022.

29 Operation and maintenance

Strategic Overview
2023 2022
BDT (000) BDT (000)

Service maintenance fee 2,989,680 1,378,709

Vehicle maintenance expense 321,054 281,681
Other operation and maintenance 2,961,651 2,592,190
6,272,385 4,252,580

Service maintenance fee includes costs related to operation and maintenance of serviceability of mobile

ESG Report
communication network. During the prior year Grameenphone released BDT 1,778,564,322 as a result of
negotiation outcome with supplier under this category.

30 Sales, marketing and commissions

2023 2022
BDT (000) BDT (000)

Sales, marketing and representation costs (Note 30.1) 648,181 592,458 3

Advertisement expenses 1,249,320 1,158,880

Financial Analysis
Promotional expenses (Note 30.2) 548,149 279,300
Commissions 12,982,522 13,248,295
15,428,172 15,278,933

30.1 Sales, marketing and representation costs include costs related to trade marketing and subscriber acquisition.

30.2 Promotional expenses have been assessed as per definition of Income Tax ordinance 1984 and presented
accordingly.

31 Revenue sharing and spectrum charges

Additional Information

Grameenphone shares 5.5% of its revenue as ‘revenue sharing’ and 1.0% of its revenue as ‘contribution
to social obligation fund’ with BTRC as per licensing conditions. Licensing conditions also require
Grameenphone to pay quarterly spectrum charges.

32 Other operating expenses/(income)

2023 2022
BDT (000) BDT (000)

Consultancy and professional services (Note 32.1) 649,620 868,261

Statutory audit fees 3,000 3,000
Rental expense for property, plant and equipment 217,429 217,532
Fuel and energy costs 6,313,609 4,705,804
Impairment loss on trade receivables (Note 32.2) 1,279,844 278,145
Rental and other income (6,314) (8,700)
(Gain)/loss on disposal of assets 150,391 (4,160)
Others (Note 32.3) 1,192,115 1,406,700
9,799,694 7,466,582
 116 Grameenphone Ltd. 1 2 3 4

32.1 Consultancy and professional services

This includes fees for accounting and legal services, technical and business consultancy, costs related to
settlement of contract and other professional services.

32.2 Impairment loss on trade and other receivables

2023 2022
BDT (000) BDT (000)

Allowance for impairment of trade and other receivables 1,345,596 305,590

during the year (Note 39.1.3)
Recovery of impaired trade receivables during the year (65,752) (27,445)
1,279,844 278,145

Allowance for impairment has been made as per policy of the Company mentioned in Note 3.9

32.3 Others
This includes office supplies, printing and postage, travelling, subscriptions, meeting, insurance etc.

33 Depreciation and amortisation

2023 2022
BDT (000) BDT (000)

Property, plant and equipment 13,644,149 13,210,398

Intangible assets 1,313,221 1,036,131
Right-of-use assets 17,364,333 13,653,055
32,321,703 27,899,584

34 Finance expense/(income)
Interest income (352,911) (156,852)
Interest expense 668,820 456,720
Net interest cost on defined benefit obligation 96,346 92,816
Interest expenses on lease liabilities 4,706,978 3,254,319
Other finance expenses (Note 34.1) 4,264,600 6,530,404
9,383,833 10,177,407

34.1 This includes provision for regulatory disputes.

35 Income tax expense

Current tax expense
Income tax expense for the year 30,581,416 23,114,162
Adjustments/provision released during the year (6,596,686) (852,027)
23,984,730 22,262,135
Deferred tax expense/(income)
Deferred tax income relating to origination and
reversal of temporary differences (2,735,730) (363,630)
21,249,000 21,898,505

35.1 Reconciliation of effective tax rate

2023 2023 2022 2022
Percentage BDT (000) Percentage BDT (000)

Profit before tax 54,323,873 51,990,103

Tax using the Company’s tax rate 40.00% 21,729,549 40.00% 20,796,041
Tax effect of:
Provision for non-deductible expenses 11.26% 6,116,137 3.75% 1,951,783
Adjustments / provision released during the year -12.14% (6,596,686) -1.64% (852,027)
Permanent difference as per Income Tax Ordinance 1984 0.00% - 0.01% 2,709
39.12% 21,249,000 42.12% 21,898,506
 1 2 3 4 Annual Report 2023 117
117

36 Earnings per share

2023 2022
BDT BDT

Profit for the year (in BDT) 33,074,873,000 30,091,598,000

Weighted average number of shares (Note 36.1) 1,350,300,022 1,350,300,022
Basic earnings per share (in BDT) 24.49 22.29

36.1 Weighted average number of ordinary shares

The weighted average number of ordinary shares outstanding during the year is the number of ordinary
shares outstanding at the beginning of the year, adjusted by the number of ordinary shares issued during the
year multiplied by a time-weighting factor. The time-weighting factor is the number of days that the shares are

Strategic Overview
outstanding as a proportion of the total number of days in the year.

36.2 Diluted earnings per share

No diluted earnings per share is required to be calculated for the years presented as Grameenphone has no
dilutive potential ordinary shares.

37 Reconciliation of net operating cash flow

2023 2022
BDT (000) BDT (000)

ESG Report
Profit after tax 33,074,873 30,091,598
Income tax expense 21,249,000 21,898,505
Profit before tax 54,323,873 51,990,103
Adjustment for:
Depreciation & amortisation 32,321,703 27,899,584
(Gain)/loss on sale of fixed assets 150,391 (4,160)
Finance expense/(income), net 9,383,833 10,177,407 3
Other adjustments (5,127,169) (5,215,589)

Financial Analysis
91,052,631 84,847,345
Changes in:
Inventories 496,944 (828,163)
Trade receivables and others (368,735) (764,362)
Trade payables and others 1,562,933 1,559,027
Provisions 527,230 6,934,933
Other current liabilities (50,011) (1,244,335)
Cash generated from operating activities 93,220,992 90,504,445
Interest received 352,911 156,852
Additional Information

Interest paid (4,668,117) (2,762,520)

Income tax paid (28,304,971) (24,086,083)
Net cash generated from operating activities 60,600,815 63,812,694

38 Net operating cash flow per share

2023 2022
BDT (000) BDT (000)

Net operating cash flow (BDT) 60,600,815,000 63,812,694,000

Weighted average number of ordinary shares
outstanding during the period 1,350,300,022 1,350,300,022
Net operating cash flow per share (par value BDT 10 each) (BDT) 44.88 47.26
 118 Grameenphone Ltd. 1 2 3 4

39 Financial risk management

Company’s financial risk management is governed by Treasury Policy as approved by the Board of Directors.
Company’s principal financial assets include trade receivables and others, cash and short-term deposits that
arise directly from its operations. Company’s financial liabilities mainly include trade payables and others,
finance lease obligation and loans and borrowings. The main purpose of these financial liabilities is to finance
the Company’s operations. The Company is exposed to credit risk, liquidity risk and market risk in relation to
its financial instruments.

39.1 Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by
failing to discharge an obligation. Company’s exposure to credit risk primarily relates to trade receivables and
balances with banks including short and long term deposits.

Customer credit risk, where appropriate, is assessed by using qualitative and quantitative criteria.
Outstanding trade receivables are regularly monitored and appropriate impairment charge is considered as
per Company’s policy.

Credit risk relating to balances with banks is managed by treasury department in accordance with
Company’s policy. Minimising counterparty risk is given more importance to yield on investment in making
investment decisions. Counterparty limits are reviewed and approved by the Board of Directors.

39.1.1 Company’s maximum exposure to credit risk for the components of the statement of financial position is
represented by the carrying amounts as illustrated below:

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Trade receivables (Note 11) 5,784,001 5,966,784

Other receivables (Note 11) 1,873,971 1,354,298
Cash at bank (Note 12) 16,667,563 3,146,139
24,325,535 10,467,221

39.1.2 Trade receivables, gross

This included interconnection receivables of BDT 2,775,347,000 as at 31 December 2023 (2022: BDT 3,123,568,000).
The ageing of gross interconnection receivables as at the statement of financial position date was:

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Not past due 770,930 1,114,347

0-30 days past due 33,731 22,512
31-60 days past due 19,911 128,987
61-90 days past due 20,479 23,485
91-180 days past due 61,451 170,898
181-365 days past due 101,843 69,616
over 365 days past due 1,767,002 1,593,723
2,775,347 3,123,568
 1 2 3 4 Annual Report 2023 119
119

Other trade receivables (other than receivable from interconnection) as at 31 December 2023 was BDT
5,743,450,000 (2022: BDT 4,643,558,000). The ageing of other trade receivables as at the statement of
financial position date was:
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Not past due 1,194,518 1,770,758

0-30 days past due 1,897,052 1,236,559
31-60 days past due 576,770 304,794
61-90 days past due 165,001 259,801
91-180 days past due 1,278,325 481,495
181-365 days past due 263,819 267,664
over 365 days past due 367,965 322,487

Strategic Overview
5,743,450 4,643,558

Total not past due trade receivables (gross) as at 31 December 2023 includes receivables of BDT
661,928,907 (2022: BDT 715,693,580) from customers against whom receivables of BDT 1,768,332,057 (2022:
BDT 1,574,521,447) became over 365 days past due and provision for bad debt of BDT 1,487,207,122 (2022:
BDT 1,465,091,913) has been taken against those customers. However, as per BTRC guidelines we are
obligated to provide services to the inter connection service providers.

39.1.3 Movements in the allowance for impairment of trade and other receivables during the year was as follows:

ESG Report
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Opening balance 1,916,823 1,812,789

Net remeasurement of loss allowance 1,345,596 305,590
3,262,419 2,118,379
Amounts written off (365,928) (201,556) 3
Closing balance 2,896,491 1,916,823

Financial Analysis
39.1.4 Security against trade receivables
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Good and secured 592,063 588,241

Good with personal security/unsecured 5,191,938 5,378,543
Impaired 2,734,796 1,800,342
Additional Information

Gross trade receivables 8,518,797 7,767,126

Impairment loss allowance (2,734,796) (1,800,342)
Trade receivables, net 5,784,001 5,966,784

39.1.5 The maximum exposure to credit risk for trade receivables as at the statement of financial position date
by geographic regions was:
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Domestic 5,280,705 5,337,197

Asia 26,776 20,839
Europe 472,916 604,193
Australia 221 175
America 3,311 4,318
Africa 72 62
5,784,001 5,966,784
39.2 Liquidity risk
120

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they fall due. The Company forecasts its cash flow requirements and ensures that it has
sufficient cash and cash equivalents and loan facilities to cover expected needs for liquidity during the next 12 months. The Company maintains a balanced maturity profile of
debt obligations and in general minimises current excess cash.
The table below gives the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

As at 31 December 2023
Grameenphone Ltd.

Carrying Nominal Contractual 6 months 6-12 More than

1-2 years 2-5 years
amount Maturity date Interest cash flows or less months 5 years
BDT (000) rate BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)

Lease liabilities (including current portion) 50,219,072 Multiple 7.1% -15% 65,798,398 7,014,699 7,198,723 13,653,605 20,578,061 17,353,310
1 2 3 4

Loans and borrowings - short-term 3,119,599 Multiple 7%-8.5% 3,119,599 2,616,998 502,601.33 - - -
Trade payables and others -
Trade payables including liability for 12,422,859 December 2023 N/A 12,422,859 7,828,295 4,594,564 - - -
capital expenditure
Accrued expenses 7,461,992 December 2023 N/A 7,461,992 4,234,443 3,227,549 - - -
Other current liabilities 5,968,502 December 2023 N/A 5,968,502 234,366 5,734,136 - - -
Unclaimed dividend 77,609 December 2023 N/A 77,609 - 77,609 - - -
79,269,633 94,848,959 21,928,801 21,335,182 13,653,605 20,578,061 17,353,310

As at 31 December 2022
Carrying Maturity date Nominal Contractual 6 months 6-12 1-2 years 2-5 years More than
amount Interest cash flows or less months 5 years
rate
BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000) BDT (000)

Lease liabilities (including current portion) 51,899,162 Multiple 7.1% -15% 68,010,244 8,591,714 6,220,802 11,879,972 24,021,036 17,296,720
Loans and borrowings - short-term 5,037,394 Multiple 2%-3.25% 5,037,394 5,037,394 - - - -
Trade payables and others
Trade payables including liability for capital 12,797,402 December 2022 N/A 12,797,402 5,223,599 7,573,803 - - -
expenditure
Accrued expenses 7,066,699 December 2022 N/A 7,066,699 4,400,503 2,666,196 - - -
Other current liabilities 2,316,342 December 2022 N/A 2,316,342 480,433 1,835,909 - - -
Unclaimed dividend 58,872 December 2022 N/A 58,872 - 58,872 - - -
79,175,871 95,286,953 23,733,643 18,355,582 11,879,972 24,021,036 17,296,720
39.3 Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of
risk: currency risk, interest rate risk and other price risk.

a) Currency risk
Foreign currency risk is the risk of changes in the fair vale or future cash flows of an exposure due to changes in foreign exchange rates. The Company’s exposure to foreign
currency risk relates primarily to the Company’s operating activities (consultancy, roaming revenue and expense) and financing activities (borrowing in foreign currency). The
Company is mainly exposed to changes in USD and NOK rates. The Company’s exposure to foreign currency changes for other currencies is not material.

i) Exposure to currency risk

The Company’s exposure to monetary assets and liabilities denominated in foreign currencies was as follows (BDT in thousand):
As at 31 December 2023 As at 31 December 2022
USD NOK EUR SGD JPY USD NOK EUR SGD JPY
Foreign currency denominated assets
Receivables from Telenor entities 908,485 - - - - 985,718 - - - -
Receivables 29,430 - - - - 38,096 - - - -
Cash at bank 3,694,009 - - - - 2,096,732 - - - -
4,631,924 - - - - 3,120,546 - - - -
Foreign currency denominated liabilities
Loans and borrowings (3,119,599) - - - - - - -
Payables to others Telenor entities* (1,803,029) (4,653,927) - (1,660,454) - (1,434,389) (6,399,671) (978) (1,856,098) -
Trade payables and others (311,135) - (31,182) - (974) (193,674) - (28,251) - (783)
(5,233,764) (4,653,927) (31,182) (1,660,454) (974) (1,628,063) (6,399,671) (29,229) (1,856,098) (783)
Net exposure (601,840) (4,653,927) (31,182) (1,660,454) (974) 1,492,484 (6,399,671) (29,229) (1,856,098) (783)

* Payable to other Telenor entities represents payable for business service costs, consultancy fees etc. which are included mainly in trade payables and others.
The following significant exchange rates have been applied:
1 2 3 4

Exchange rate as at

31 December 2023 31 December 2022

BDT BDT

US Dollar (USD) 109.65 103.17

Norwegian Kroner (NOK) 10.76 10.43
EURO (EUR) 121.46 110.04
Annual Report 2023

Singaporian Dollar (SGD) 83.11 76.80

121

Japanese Yen (JPY) 0.77 0.78

121

Additional Information Financial Analysis ESG Report Strategic Overview

122 Grameenphone Ltd. 1 2 3 4

Market risk (contd.)

ii) Foreign exchange rate sensitivity analysis for foreign currency expenditures
A change of 10 basis points (bp) in foreign currencies would have increased/(decreased) equity and profit
or loss of the Company by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates remain constant.

Profit or (loss) Equity

10 bp increase 10 bp decrease 10 bp increase 10 bp decrease

BDT (000) BDT (000) BDT (000) BDT (000)

31 December 2023
Expenditures denominated in USD (60,184) 60,184 (60,184) 60,184
Expenditures denominated in NOK (465,393) 465,393 (465,393) 465,393
Expenditures denominated in EURO (3,118) 3,118 (3,118) 3,118
Expenditures denominated in SGD (166,045) 166,045 (166,045) 166,045
Expenditures denominated in JPY (97) 97 (97) 97
Exchange rate sensitivity (694,838) 694,838 (694,838) 694,838

31 December 2022
Expenditures denominated in USD 149,248 (149,248) 149,248 (149,248)
Expenditures denominated in NOK (639,967) 639,967 (639,967) 639,967
Expenditures denominated in EURO (2,923) 2,923 (2,923) 2,923
Expenditures denominated in SGD (185,610) 185,610 (185,610) 185,610
Expenditures denominated in JPY (78) 78 (78) 78
Exchange rate sensitivity (679,330) 679,330 (679,330) 679,330

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rate. Exposure to fair value movement relates to fixed rate
instruments subject to fair value accounting and exposure to cash flow fluctuation relates to variable
rate instruments. The Company is primarily exposed to cash flow fluctuation arising from variable rate
borrowings. The objective of interest rate risk management for Grameenphone is to reduce financial cost
and ensure predictability.

Profile
As at 31 December 2023, the interest rate profile of the Company’s interest bearing financial instruments was:

Carrying amount

As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Floating rate instruments

Financial liabilities
Loans and borrowings 3,119,599 5,037,394
 1 2 3 4 Annual Report 2023 123
123

Fair value of financial assets and liabilities of the Company together with carrying amount shown in the
statement of financial position were as follows:
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)

Financial assets
Financial assets at amortised cost
Trade receivables 5,784,001 5,966,784
Other receivables 1,873,971 1,354,298

Financial liabilities

Strategic Overview
Other financial liabilities
Lease liabilities 50,219,072 51,899,162
Trade payables and others (except other non-financial liabilities) 22,755,780 22,165,317
Loans and borrowings - short-term 3,119,599 5,037,394
Other current liabilities 5,968,502 2,316,342
Unclaimed dividend 77,609 58,872

* The Company has not disclosed the fair values for financial instruments because their carrying amounts are
a reasonable approximation of fair value.

ESG Report
Interest rates used to determine amortised cost

The interest rates used to discount estimated cash flows, when applicable, were as follows:

2023 2022
Lease liabilities 9.60% 9.83%
Liability for spectrum acquisition 9.06% 9.05%
Loans and borrowings 8.0% 4.49% 3

Financial Analysis
* Fair value of such instruments is not likely to be significantly different from the carrying amounts of such
instruments.

40 Capital management
For the purpose of Company’s capital management, capital includes issued capital, share premium and all
other equity reserves attributable to the equity holders of the Company. The primary objective of Company’s
capital management is to support long-term strategic ambitions of the Company.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend, return Additional Information
capital to shareholders, issue new shares or obtain long-term debt. Company has capital structure and
dividend policy approved by its Board of Directors.

There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in the
current year.

No changes have been made in the objectives, policies or processes for managing capital during the year
ended 31 December 2023.

41 Related party disclosures

During the year ended 31 December 2023, the Company entered into a number of transactions with related
parties in the normal course of business. The names of the significant related parties, nature of these
transactions [expenditures/(revenue)/, receivables/(payables) and dividend payments] and amounts are set
out below in accordance with the provisions of IAS 24 Related Party Disclosures. Nature of relationship and
significance of the amounts have been considered in providing this disclosure.
41.1 Key management personnel compensation
124

2023 2022
BDT (000) BDT (000)

Short term employee benefits 1,067,052 859,854

Post employment benefits 298,885 113,830
Other long term benefits 51,770 24,784
Grameenphone Ltd.

1,417,707 998,468

Key management personnel compensation includes benefits for employees of the rank of Deputy Director and above. No remuneration is given to the Board of Directors
apart from attendance fees in connection with Board and Board Sub-Committee meetings. During the year 2023, attendance fees in connection with Board and Board Sub-
1 2 3 4

Committee meetings are BDT 1,962,089 (2022: BDT 1,680,489).

41.2 Debts due from and due to key management personnel

BDT 15,700,000 (2022: BDT 20,700,000) was due from and BDT 5,406,404 (2022: BDT 5,406,404) due to key management personnel of the Company.

41.3 Other related party transactions during the year

Transaction for the year ended Receivables/(payables) as at

2023 2022 31 December 2023 31 December 2022

Name of related parties Nature Nature of transactions BDT (000) BDT (000) BDT (000) BDT (000)
Telenor Mobile Communications AS Shareholder Dividend payment 2,593,126 18,835,204 (3,848,514) -
Telenor Asia Pte. Ltd. Shareholder Dividend payment 2 5 - -
Consultancy, professional and technical 95,767 - 1,341 6,638
support service fee - (96,842) -
Grameen Telecom Shareholder Commission expense 187,377 212,593 (200) (200)
Connection revenue - - 5 5
Dividend payment 3,509,425 11,544,160 -
Grameen Kalyan Shareholder Dividend payment 0.2 0.6 - -
Grameen Shakti Shareholder Dividend payment 0.2 0.6 - -
 Transaction for the year ended Receivables/(payables) as at

31 December 31 December
2023 2022
2023 2022
Name of related parties Nature Nature of transactions BDT (000) BDT (000) BDT (000) BDT (000)

Accenture Communications Associate Rental income and other income - - 5,084 5,084
Infrastructure Solutions Ltd. Purchase of IT service, equipments and - - (6,360) (6,360)
softwares
Telenor ASA Telenor group entity Consultancy, professional and technical 196,605 (1,204,842) 98,148 95,276
support service fee (Note 41.3.1)
(1,960,950) (3,557,041)
Telenor Linx (earlier name Telenor group entity Consultancy, professional and technical 132,685 174,291 6,748 6,748
“Telenor Global Services AS” support service fee
& Telenor Digital AS) (402,815) (614,739)
A2P Project Revenue and professional (2,398,693) (1,129,804) 691,101 781,461
service fee
Telenor Global Shared Telenor group entity Consultancy, professional and technical 152,053 239,031 (1,776,648) (1,567,834)
Services AS support service fee
Telenor Go Pte Ltd. Telenor group entity Consultancy and professional service 69,645 190,724 98,746 93,098
fee including compensation of key
management
personnel where relevant (308,891) (286,845)
Telenor Procurement Telenor group entity Consultancy, professional and technical 617,120 636,554 6,198 4,912
Company support service fee
Software Support & acquisition cost 108,442 124,130 (2,419,768) (2,447,438)
Telenor Norge AS Telenor group entity Roaming revenue net of discount (64) (68) 65 45
Roaming cost net of discount 2 11 1,012 (987)
1 2 3 4

Consultancy, professional and technical 332,138 204,789 195 195

support service fee
(1,216,880) (1,254,718)
Annual Report 2023 125
125

Additional Information Financial Analysis ESG Report Strategic Overview

 Transaction for the year ended Receivables/(payables) as at
126

31 December 31 December
2023 2022
2023 2022
Name of related parties Nature Nature of transactions BDT (000) BDT (000) BDT (000) BDT (000)

Telenor Sweden Telenor group entity Roaming revenue net of discount (38) (46) 105 3,564
Grameenphone Ltd.

Roaming cost net of discount (0.4) 5 4 (6)

Consultancy, professional and 428
technical support service fee
Telenor Denmark Telenor group entity Roaming revenue net of discount (488) (415) 431 1,778
1 2 3 4

Roaming cost net of discount (8) 8 123 (65)

Consultancy, professional and - - 283 96
technical support service fee
Telenor Pakistan Telenor group entity Roaming revenue net of discount (0.6) (0) (36) 312
Roaming cost net of discount 8.2 8 (52) (193)
Consultancy Fees - 616 (1,909) (1,664)
953 833
True Corporation Telenor group entity Roaming revenue net of discount (869) (1,111) 203 368
Roaming cost net of discount 62 185 (33) (312)
Consultancy, professional and 608 - 8,121
technical support service fee
Celcom DiGi Telenor group entity Roaming revenue net of discount (454) (1,049) (69) 281
Telecommunications Sdn Bhd
Roaming cost net of discount 458 (189) 82 (146)
Consultancy, professional and 147 (661) - (2,196)
technical support service fee
Grameen Distribution Related to Grameen Cost of products - - - -
Telecom
through Grameen Purchase of handsets 63 113 - -
Telecom Trust
Grameen Communication Related to Grameen Software solution and maintenance - 114 - -
Telecom
 Transaction for the year ended Receivables/(payables) as at

31 December 31 December
2023 2022
2023 2022
Name of related parties Nature Nature of transactions BDT (000) BDT (000) BDT (000) BDT (000)

Telenor Consult AS Telenor group entity Consultancy and professional service fee - - (1,849) (1,849)
including compensation of key
management personnel where relevant
Telenor Southeast Asia Telenor group entity Consultancy, professional and technical - - (188,221) (177,099)
Investment Limited support service fee
Roaming cost net of discount - - (35) (35)
Telenor Connexion AB Telenor group entity Consultancy, professional and technical - - - (882)
support service fee
Grameen Solutions Limited Related to Grameen Technical support service fee - - (26) (26)
Telecom
Telenor Asia (ROH) Ltd Telenor group entity Consultancy and professional service fee - - 720 720

41.3.1 In 2022, Grameenphone released BDT 1,778,564,322 as a result of negotiation outcome with Telenor ASA.

41.4 Transactions with post-employment benefit plans, Workers’ Profit Participation Fund and Workers’ Welfare Fund
No other transaction incurred with defined benefit plan other than those disclosed in Note 18. During the year, BDT 559,928,758 (2022: BDT 529,386,879) was transferred
to defined contribution plan, BDT 2,019,646,114 (2022: BDT 2,232,913,098) was transferred to Workers’ Profit Participation Fund and BDT 252,455,764 (2022: 279,114,137) was
transferred to Workers’ Welfare Fund.
1 2 3 4
Annual Report 2023
127
127

Additional Information Financial Analysis ESG Report Strategic Overview

 128 Grameenphone Ltd. 1 2 3 4

42 Expense/expenditure and (revenue) in foreign currency during the year

2023 2022
BDT (000) BDT (000

CIF value of imports

Telecommunication equipment 10,913,973 10,150,480
Expenditure in foreign currency
Consultancy fee 357,901 (1,011,227)
Consultancy fee - expatriate 54,205 190,724
Other fee (travel and training) 8,140 7,553
Online advertisement, membership and others 306,090 305,216
Technical know how 1,457,367 1,307,850
International roaming cost net of discount 49,129 35,799
Foreign earnings
Revenue net of discount from roaming partners (66,980) (60,912)

43 Short-term credit facilities available as at 31 December 2023

The Company enjoys composite working capital facilities including both funded and non-funded facilities
from 15 banks (2022: 11 banks). The non-funded facilities include Letters of Credit (LC), Shipping Guarantee,
Letters of Guarantee and Foreign Exchange Forward Contracts. The funded facilities include overdraft facility
and short-term loan. Import loans, though funded in nature, have been incorporated under non-funded
facilities given that they are availed solely for the purpose of settlement of LC. The aggregate amount of
arranged composite working capital facilities is BDT 55,258 million (2022: BDT 45,554 million) of which non-
funded limit is BDT 26,286 million (2022: BDT 23,286 million) and funded limit is BDT 55,258 million (2022: BDT
29,678 million). The limits maintained with some banks are omnibus in nature.

As per the approval of the Board of Directors of Grameenphone, the total amount of short-term funded
facilities is limited to BDT 60,000 million (2022: BDT 30,000 million).

Security against short term credit facilities

The short-term credit facilities are unsecured and backed by standard charge documents as per terms and
conditions set by respective banks and financial institutions.

44 Commitments
As at As at
31 December 2023 31 December 2022
BDT (000) BDT (000)
Capital commitment (open purchase order)
for Property, plant and equipment 7,285,045 9,741,565
Capital commitment (open purchase order) for intangible assets 655,801 851,300

45 Contingencies
The Company is currently involved in a number of legal proceedings, including inquiries from, or discussions
with, governmental authorities that are incidental to its operations. However, save as disclosed below,
the Company is not currently involved in any legal proceedings which may have a significant effect on the
financial position or profitability of the Company but for which any provision has not been recognised in these
financial statements.

(a) BTRC audit

During 2011, Bangladesh Telecommunication Regulatory Commission (BTRC) carried out an information
system audit of Grameenphone for the period from 1997-2011 through BTRC’s appointed auditor and issued
a demand notice to Grameenphone on 03 October 2011 claiming an amount of BDT 30,341,108,581 as
outstanding dues on various categories. During and after the audit, Grameenphone clarified to both BTRC
and their auditors, that those observations were framed on incorrect basis. Thereafter, Grameenphone
disagreed to the claim and responded to the letter requesting BTRC to withdraw the notice. Subsequently,
Grameenphone filed a Title Suit before the learned District Court, Dhaka challenging the BTRC demand. In an
Appeal arising out of the Title Suit, the Hon’ble High Court Division (HCD) passed an order of status quo on the
 1 2 3 4 Annual Report 2023 129
129

demand, which is valid till disposal of the matter at the Hon’ble HCD. However, on 30 September 2018, BTRC
filed an application for summary dismissal of the said Title Suit without going into the merit. The hearing of
the application has not taken place yet and the next date has been fixed on 03 April 2024.

It is to be noted here that in a separate Writ Petition filed by another audit firm challenging the auditor
appointment process of BTRC, the appointment of the said auditor was declared illegal by the Hon’ble HCD
in 2011 for non-compliance with the relevant procurement laws which was later on upheld by the Hon’ble
Appellate Division (AD) in 2013.

In 2015, BTRC appointed a new auditor through a fresh appointment process to conduct an information
system audit on Grameenphone since inception i.e., 1997 to 2014. Despite numerous interactions with BTRC
and full cooperation to the BTRC appointed auditors, Grameenphone’s concerns regarding the audit findings
were not addressed by BTRC.

Strategic Overview
On 02 April 2019, Grameenphone received a demand (Audit Demand) of BDT 125,799,476,135 from BTRC for
payment of BDT 84,940,104,730 (including interest of BDT 61,943,079,371 till December 2017) to BTRC and BDT
40,859,371,405 to National Board of Revenue (NBR) within 10 (ten) working days. Pointing out the errors in the
methodologies, procedure and substance of the audit exercise, Grameenphone disputed the whole Audit
Demand and on 16 April 2019 replied requesting BTRC to withdraw the demand and to engage in discussions
with a view to find an amicable resolution. Thereafter, Grameenphone served a notice of arbitration upon
BTRC and sent another letter to the Secretary, Ministry of Posts and Telecommunication seeking his support
in resolving the matter through arbitration process.

On 04 July 2019, without participating in the arbitration proceedings, BTRC directed International Internet
Gateway operators to reduce Grameenphone’s internet bandwidth capacity which was subsequently

ESG Report
withdrawn on 17 July 2019 considering the impact on subscribers. However, On 22 July 2019, BTRC imposed
operational restrictions (Restrictions) through stopping issuance of No Objection Certificates (NOCs) and
approvals on products and services and equipment import. In this context, on 30 July 2019, Grameenphone
moved with Arbitration applications before the Hon’ble HCD for appointment of BTRC’s arbitrator and also
for interim relief against the said Restrictions which were subsequently rejected by the Hon’ble HCD on 21
October 2019.

In the meantime, on 14 August 2019, a proposal letter was sent to BTRC for withdrawal of earlier demand 3
based on 2011 audit and discontinuation of the Title Suit in relation to the 2011 audit in order to remove any

Financial Analysis
perceived roadblock for BTRC to participate in arbitration on the current audit demand. The letter remains
unanswered.

On 26 August 2019, Grameenphone filed a Title Suit against the Audit Demand before the learned District
Court, and on 28 August 2019, Grameenphone moved an application for injunction praying stay on the
Restrictions and restrainment on BTRC to realise or enforce the Audit Demand. The said application was
rejected against which, on 17 September 2019, Grameenphone filed an appeal before the Hon’ble HCD.
In the meantime, on 05 September 2019, BTRC issued a show cause notice to Grameenphone as to why
Grameenphone’s 2G & 3G licences should not be cancelled. Grameenphone responded timely to the show
cause notice.
Additional Information

In parallel, Grameenphone had been continuing engagement with the authorities with a view to find a
transparent and amicable resolution. On 18 September 2019, the then Finance Minister in the presence of
the then Minister of Post and Telecommunication, NBR Chairman, BTRC Chairman and representatives
of Grameenphone, got involved to pursue a constructive path towards resolving the issue. There, it was
expressed that BTRC would withdraw the show cause notice and impositions immediately and that
Grameenphone would suspend its legal efforts to facilitate an amicable solution. Despite these constructive
efforts, BTRC did not lift any of the operational restrictions or the show cause notice.

On 17 October 2019, in the appeal filed earlier by Grameenphone, the Hon’ble HCD passed an interim order
of injunction restraining BTRC to realise or enforce the Audit Demand and stayed the operation of the BTRC
Restrictions.

Challenging the said order of Hon’ble HCD, BTRC moved to the Hon’ble AD and on 24 November 2019, the
Hon’ble AD held that the order of Hon’ble HCD is maintained subject to payment of BDT 20,000,000,000 to
BTRC within 03 (three) months; in default the order of Hon’ble HCD shall stand vacated.

On 20 February 2020, in a Review Petition filed by Grameenphone, the Hon’ble AD verbally directed
Grameenphone to deposit BDT 10,000,000,000 within 24 February 2020 which Grameenphone complied
and booked the deposit as non-current receivables as disclosed in Note 9 to these financial statements. On
130 Grameenphone Ltd. 1 2 3 4

24 February 2020, the court further directed Grameenphone to deposit the remaining BDT 10,000,000,000
by 31 May 2020 in default the order of Hon’ble HCD shall stand vacated and BTRC to allow Grameenphone
to carry on its business without any hindrance. On 19 May 2020, Grameenphone further deposited BDT
10,000,000,000 and filed a compliance application, for which Grameenphone followed the same accounting
treatment.

The hearings of Review Petition and Appeal have not taken place yet at Hon’ble AD and HCD respectively
which will take place as per accommodation of the courts. The injunction allowed by the Hon’ble AD
continues to remain in force.

The original Title Suit is pending at the learned District Court. BTRC and its Auditor appeared in the suit
earlier. On 16 May 2022, BTRC submitted its reply which was accepted by the Court on 27 July 2022. As per
Grameenphone’s assessment, BTRC has not responded to Grameenphone’s arguments in substance and
hence, Grameenphone’s position on the Audit Demand remains unchanged. The Court has fixed the next
date on 29 September 2024. In the ordinary course, on that date the parties will have to inform the Court on
their positions about statutory Mediation as provided by the Code of Civil Procedure, 1908. Meanwhile, as
part of the initiative to find a transparent process towards an amicable solution, currently Grameenphone
is continuing dialogue with BTRC to explore the statutory Mediation. In the meantime, the Post and
Telecommunication Division has issued a letter guiding BTRC that necessary step for mediation can be taken
provided there is a direction/order from the learned Court.

Despite Grameenphone disagreeing with the Audit Demand as a basis for the audit claim, Grameenphone
has consistently tried to engage with the authorities to find a transparent process towards an amicable
solution based on the merits of the audit findings. Although in 2019 BTRC declined to refer the matter to
arbitration and in October 2019, BTRC did not follow up on pursuing the constructive path towards a solution
initiated in the 18 September 2019 meeting, Grameenphone will continue engagement for a transparent
amicable solution based on merit while continuing to represent in the legal proceedings.

Grameenphone has performed a detailed assessment of the BTRC and NBR demands and obtained legal
advice for each of the various matters/demands and assessed as unjustified from Grameenphone’s position.
Overall, the BTRC Audit Demand is comprised of claims against 26 line items of which 22 line items are related
to BTRC payments (BDT 22,997,025,359 as principal amount and BDT 61,943,079,371 as interest amount).
Out of the said 22 line items, necessary provision has been made following relevant International Financial
Reporting Standards (IFRSs) based on the verbal judgement of Hon’ble AD as disclosed in Note 45(c).

Out of the said 22 line items, one of the claim heads is relating to deductibility of VAT from BTRC payments in
connection with 2G licence renewal, spectrum assignment fee and other payments. In 2012, Grameenphone
and other mobile operators disputed the matter through judicial proceedings and ultimately, on 10 January
2023, the Hon’ble AD pronounced verbal judgement and published written judgement on 01 June 2023 based
on which Grameenphone has paid the entire principal amount to BTRC on 14 June 2023 (which includes BDT
3,921,993,618 as part of BTRC Audit Demand) without prejudice to its right to pursue Review Petitions (RPs)
and without conceding any factual or legal issue in accordance with the said judgment. While making the said
payment, Grameenphone also reserved the right to adjust against its future payment obligations subject to
the outcome of the RPs. Subsequently, Grameenphone has also filed RPs before the Hon’ble AD challenging
the said judgement. Grameenphone is currently engaged in a without prejudice reconciliation exercise with
BTRC. Besides, necessary provision has also been made following relevant IFRSs based on the written AD
judgement. In this regard necessary steps will be taken at appropriate stage in the original Title Suit against
the recent BTRC audit claim.

The other 4 (four) line items (with a total amount of BDT 40,859,371,405) are unauthorised and erroneously
claimed by BTRC and are related to already resolved matter or where NBR has no claim against
Grameenphone or matters pending in ongoing formal resolution processes (sub-judice) with the NBR. In
the NBR matters, Grameenphone had already made the relevant provisions. Moreover, Grameenphone and
Large Taxpayer Unit (LTU-Tax) signed agreements on 18 June 2023 and settled all income tax disputes for the
assessment years from 2007-2008 to 2019-2020 through Alternative Dispute Resolution (ADR) process and
accordingly, obtained a tax clearance certificate from LTU-Tax for the same period on 22 June 2023. With
this settlement of disputes, Grameenphone considers that the NBR claims under the BTRC audit demands
related to corporate tax have been resolved.

Pointing out the errors in the substance, methodologies and procedures of the audit exercise
Grameenphone disputed the whole Audit Demand. The errors in the audit-findings, the unprecedented
long period covered by the audit (more than 20 years backwards), the inclusion of already settled/resolved
items, the erroneous claim on behalf of third parties, the inclusion of sub-judice items create significant
 1 2 3 4 Annual Report 2023 131
131

uncertainty about the validity of the demand and outcome of the dispute. Grameenphone through its
current assessment concluded that there is no such obligation against the audit claims towards BTRC
except as disclosed herein above.

(b) SIM tax on replacement SIMs

Large Taxpayers’ Unit (LTU)-VAT through a letter dated 16 May 2012 claimed BDT 15,804,391,570 including
interests of BDT 5,454,810,667 for all replacement SIMs issued during the period from July 2007 to December
2011 alleging that Grameenphone evaded SIM tax by selling new connections in the name of replacement
SIMs. The said demand was based on extrapolating the outcome of only five randomly purchased SIMs by
LTU-VAT. Grameenphone challenged the demand before the Hon’ble HCD and on 6 June 2013, the court
disposed of the case directing the LTU-VAT to decide the matter within 120 days and make no demand in the
meantime. Subsequently, a SIM Replacement Review Committee (SRRC) was constituted and in January
2014 LTU-VAT finalised their observations without changing their earlier position significantly

Strategic Overview
The mobile operators expressed their dissatisfaction over the findings and the way LTU-VAT members of the
SRRC disregarded the spirit of the ‘Terms of Reference’ and agreed methodology as endorsed by BTRC in
carrying out the review.

Thereafter, the LTU-VAT issued an order dated 18 May 2015 purporting to dispose of the show cause notice
and finalise the demand at BDT 10,232,331,083. The revised demand includes substantially all replacements
done by Grameenphone between July 2007 and December 2011.

At this juncture, Grameenphone filed an appeal before the Customs, Excise & VAT Appellate Tribunal (CEVT)
against the demand. Even though Grameenphone believes that the claim against it is not likely to be legally

ESG Report
enforceable, 10% of the disputed amount was deposited at the time of appeal due to statutory requirement.
Since the claim is not likely to be legally enforceable, any payment related to this claim is likely to be
recoverable after the resolution of this issue. Grameenphone considered the deposit as a contingent asset
under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

On 5 June 2017, the CEVT dismissed the Appeals filed by Grameenphone and other mobile operators.
Subsequently, on 19 July 2017, Grameenphone filed a VAT Appeal before the Hon’ble HCD challenging the
same and the court passed an order of stay which is still subsisting. The appeal has been fixed for hearing
along with other operators’ appeals and will be heard as per accommodation of the Hon’ble HCD.
3

Financial Analysis
Further, for the period July 2012 to June 2015, without conducting any investigation and based on the
assumption that Grameenphone evaded SIM tax by selling new connections in the name of replacement
SIMs, LTU-VAT issued the final demand for BDT 3,789,537,820. On 20 February 2018, Grameenphone filed
appeal before the CEVT against the demand upon depositing 10% of the demanded amount due to statutory
requirement and considered the deposit as a contingent asset under IAS 37 Provisions, Contingent Liabilities
and Contingent Assets. On 23 March 2019 the CEVT dismissed the Appeal challenging which Grameenphone
filed a VAT Appeal before the Hon’ble HCD and the court passed an order of stay which is still subsisting. The
appeal has been fixed for hearing and will be heard as per accommodation of the Hon’ble HCD.

Subsequently, during November 2017, the LTU-VAT issued a separate show-cause notice for the similar issue
Additional Information

covering the period from January 2012 to June 2012 for an amount of BDT 823,342,916. As per the then law
LTU-VAT cannot claim any amount beyond 5 years, hence the claim is time barred. Grameenphone replied to
the show cause notice accordingly. Subsequently the hearing before the LTU-VAT Commissioner took place
on 31 January 2019 following which LTU-VAT has not concluded on the demand yet although the statutory
limitation to conclude such demand was 120 days from issuance of the show-cause i.e., 23 November 2017.

Out of this NBR claim, BDT 10,232,331,083 are also part of BTRC audit claim dated 02 April 2019 as discussed
in Note 45(a) above.

(c) Interest on SIM Tax during 24 August 2006 to 27 March 2007

National Board of Revenue (NBR) through a General Order (GO) dated 9 June 2005 fixed Tariff Value
determining SIM Tax at BDT 2,172.20 per SIM Card. Challenging the legality of such imposition of SIM Tax, one
subscriber filed a Writ Petition before the Hon’ble HCD and the Hon’ble HCD on 25 June 2005 by an interim
order stayed the operation of the GO. Accordingly, the mobile operators including Grameenphone could
not collect SIM Tax from the customers since the collection of SIM Tax was suspended. Subsequently, on
24 August 2006 Hon’ble HCD declared the imposition of SIM Tax as illegal challenging which NBR filed a Civil
Petition before the Hon’ble AD and the court initially stayed the judgment of the Hon’ble HCD on 27 March
2007 and finally on 1 August 2012, reversed the judgment of Hon’ble HCD declaring the imposition of SIM Tax
 132 Grameenphone Ltd. 1 2 3 4

as legal. NBR issued a demand notice after the judgment of the Hon’ble AD and BDT 3,480,971,703 was paid by
GP on 12 September 2012 on protest.

On 9 May 2016, LTU-VAT issued a show cause notice to Grameenphone for interest amounting BDT
4,525,263,202 for the delay in payment of SIM Tax on sale of SIM during the period from August, 2006 to
March, 2007 for a period of 65 months, i.e. the period between 1 April 2007 and the day before the date of the
payment made by Grameenphone, i.e. 11 September 2012 during which the matter was pending before the
Hon’ble AD for disposal. Subsequently, NBR issued a demand notice on 22 June 2016 for the same amount
which was challenged by Grameenphone through filing an appeal before the Hon’ble CEVT. Even though
Grameenphone believes that the claim against Grameenphone is not likely to be legally enforceable, 10% of
the disputed amount was deposited for filing the appeal due to statutory requirement. Since the claim is not
likely to be legally enforceable, any payment related to this claim is likely to be recoverable after the resolution
of this issue. Grameenphone has considered the deposit as a contingent asset under IAS 37 Provisions,
Contingent Liabilities and Contingent Assets. On 11 April 2018, CEVT dismissed the Appeal challenging which
Grameenphone filed a VAT Appeal before the Hon’ble HCD and on 10 July 2018 the court passed an order of
stay which is still subsisting.

As per direction of the Hon’ble HCD, Grameenphone has submitted the relevant documents. The Hon’ble
HCD fixed the appeal for hearing which will be heard as per accommodation of the court.

In January 2019, International Financial Reporting Interpretations Committee (IFRIC) published Committee’s
agenda decisions addressing accounting treatment for the deposits relating to indirect taxes. After a
thorough analysis, the appeal deposit of 10% has been reinstated to long term receivables by crediting profit
or loss account.

(d) Interest for delayed payment of Guaranteed Annual Rent to Bangladesh Railway
There was a dispute regarding payment of VAT (whether inclusive or exclusive) on the Guaranteed Annual
Rent (GAR) paid to Bangladesh Railway (BR) to use its Fibre Optic Network (FON) under an Agreement dated
17 September 1997. Grameenphone made payment to BR after deduction of VAT from the GAR following
inclusive method. In 2008, BR requested Grameenphone to pay the amounts deducted as VAT otherwise
threatened to disconnect the FON connection. Grameenphone filed a Writ Petition before the Hon’ble HCD
and HCD disposed of the Writ Petition directing Grameenphone to pay VAT following exclusive method i.e. to
be grossed up on top of GAR which was later on upheld by the Hon’ble AD. BR issued a demand letter of BDT
319,670,457. Grameenphone paid the demanded amount on 10 January 2018 without prejudice to its right to
file Review Petition before the Hon’ble AD and subject to adjustment, if any, as per the decision of the Review
Petition. However, after assessment, Grameenphone decided not to pursue for Review Petition against the
decision of the AD.

On 27 February 2018, BR made an additional demand of BDT 1,316,513,243 as interest for delayed payment of
deducted GAR referring to the provisions of the agreement between Grameenphone and BR. Grameenphone
believes that interest should not apply during the period when the matter was sub-judice and BR’s demand
for principal amount was stayed by the Order of the Court. Moreover, Grameenphone’s position is that it
did not default in making the installment payments, and the demand for interest is not a public demand as it
arises from a commercial contract. Pursuant to the said demand letter, on 24 May 2018, Grameenphone sent
a letter to BR for resolution of the dispute amicably by stating its legal position. Thereafter, BR refused the
proposal for amicable resolution on 29 July 2018.

Thereafter, a Certificate Case was filed by BR under Public Demands Recovery Act 1913 against
Grameenphone, claiming the said amount. On 05 November 2020, Grameenphone filed a petition denying
the claim. On 22 February 2021, BR submitted its response against the same. On 19 November 2023
Grameenphone sought adjournment in the pending Certificate Case due to the pendency of the related
proceedings before the Hon’ble HCD, which was allowed and the next date has been fixed on 28 January 2024.

In the meantime, on 24 December 2020, as per agreement Grameenphone served an Arbitration notice
upon BR for Arbitration proceedings regarding the claim and accordingly requested BR to appoint arbitrator
on their behalf. Subsequently, on 24 January 2021 BR in reply requested Grameenphone to withdraw the
Arbitration notice without appointing any arbitrator on their behalf. Against this backdrop, on 7 March 2021
Grameenphone filed two applications before the Hon’ble HCD - one is an injunction application under section
7KA of the Arbitration Act 2001 seeking stay on the proceedings of the Certificate Case and another is an
application under section 12 of the Arbitration Act 2001 for appointment of BR’s arbitrator. On 14 March 2021,
the Hon’ble HCD admitted both the applications and issued Rule (show cause). The arbitration applications
are now pending for hearing before the Hon’ble HCD and hearing will take place as per accommodation of
the Court.
 1 2 3 4 Annual Report 2023 133
133

(e) Dispute on benefits related to profit participation fund

Some former employees of Grameenphone have filed individual cases at Labour Court claiming benefits
related to profit participation fund. Grameenphone is defending these cases at the Labour Court. Before any
substantive hearing, Grameenphone is filing maintainability applications seeking dismissals of the cases.
Further steps will be taken in due course of time based on the outcome.

46 Other disclosures

46.1 Segment information

Grameenphone essentially provides similar products and services to customers across the country and
its products and services essentially have similar risk profile. Grameenphone’s business is not organised in
product or geographical components and its operating result is reviewed as a whole by its management.
Hence, segment information is not relevant.

Strategic Overview
46.2 Events after the reporting period
The Board of Directors of Grameenphone Ltd. at its 252nd meeting held on 5 February 2024 recommended
a final cash dividend amounting to BDT 16,878,750,275 being 125% of the paid-up capital (i.e. BDT 12.50 per
share) for the year 2023. The dividend is subject to final approval by the shareholders at the forthcoming
annual general meeting of the Company.

ESG Report
3

Financial Analysis
Additional Information
O UR
JOURNEY

1997
The journey
began on
1998
Launched
mobile to mobile
1999
Introduced prepaid
Empowering Society
& Connecting Customers
to a Digital Future

2003
Launched
Small Screen
2003
A Family of
1 million subscribers

2004
Family of
2 million subscribers
Bangladesh’s service
Independence Day

2005
Launched
djuice/Voice SMS

2007
Pay for me service/Converted
to a Public Limited Company

2009
2010 Listed on
Launched Mobicash Stock Exchanges

2008
20 million subscribers
2011
e-Care service/
Future network

2012
Communication solutions
to 40 million subscribers

2016
Online shop/Healthline
(787) Tonic+GPay
2013
Launched 3G
2014 2015
50 million subscribers Launched Easy Net

2017
Celebrated 20 years of operations/
Digital product delivery platform
Shoparu/ MyPlan

2018
2020 4G Network in Bangladesh/
Reached 2019 70 million landmark/
the 14,000 4G BTS 4G Network New number series (013)
sites milestone 10,000+BTS

2021 2022 eSIM

2023 2024
80 million Subscribers Introduced e-SIM Introduced advanced
tecnology in Bangladesh products and IOT solutions
Future is
under the “alo” app umbrella Now
O UR
RECOGNITION2023
Grameenphone is recognised each year for operational and brand excellence.
These awards push us to never relent in our pursuit of service to the community we
serve, and to our stakeholders who hold us in esteem. As a Company we are
collectively geared towards upholding the highest levels of governance in our
day-to-day operations because what we do and how we do it deeply impact the
people who rely on us every day. In 2023, we were recognised on multiple fronts and
we take each of these accolades to heart and renew our commitment to continue
to be the best we can be.

Best Presented
Annual Report
Award
Received Gold Award in ‘Best
Corporate Award 2022’ from Other Awards
ICMAB (Institute of Cost and
Received “Bangladesh
Management Accountants) Sustainability Excellence Awards
2023” presented by The Daily Star
and CSR Window Bangladesh.
Received Silver Award for Best
Presented Annual Report 2022
by ICAB (The Institute of Honoured as the Highest Taxpayer
Chartered Accountants of in the Telecommunication Sector
of Bangladesh by the National
Bangladesh) Board of Revenue (NBR) for the
financial year 2022-23.

Received the top award in the

'Best Telecom Brand' and as 4th
Most Loved Brand' for the year
Received the Asia’s Best 2023, presented by Bangladesh
Employer Brands 2023 award Brand Forum in partnership with
for employer brand initiatives nSearch Ltd., and in association
and campaigns from Employer with The Daily Star.
Branding Institute-India.

Grameenphone brand honoured Grameenphone and its two

with 8 awards in different partner agencies (Grey
categories at the 12th 'Commward' Advertising Ltd. and Mindshare
in 2023 organised by the Ltd.), won 25 'Digital Marketing
Bangladesh Brand Forum. Awards', the highest, organised by
the Bangladesh Brand Forum.
 136 Grameenphone Ltd. 1 2 3 4

Useful Information for Shareholders

1. General

Authorised Capital : BDT 40,000,000,000

Issued and Fully Paid-up Capital : BDT 13,503,000,220
Class of Shares : Ordinary Shares of BDT 10.00 each
Voting Rights : One vote per Ordinary Share

2. Stock Exchange Listing

55.8%
The Ordinary Shares of the Company are listed on the Telenor Mobile
Communications AS
Dhaka and Chittagong Stock Exchanges. Company
trading code is [GP].

3. Shareholding Structure
The shareholding structure comprises of mainly
two sponsor shareholders, namely, Telenor Mobile
Communications AS (55.80%) and Grameen Telecom
(34.20%). The rest 10.00% shareholding includes
General Public (2.53%), Foreign (1.58%) and other
institutions (5.89%), as of 31 December 2023. 10%
General Public
34.2%
Grameen Telecom
& Other Institutions

4. Top Twenty Shareholders as on 31 December 2023

Number of
Sl. No. Name of Shareholders Ordinary Percentage
Shares Held
1 Telenor Mobile Communications AS 753,408,154 55.80
2 Grameen Telecom 461,766,409 34.20
3 Government of Norway 11,590,535 0.86
4 Grameen Bank Borrower’s Investment Trust 11,037,221 0.82
5 A.K. Khan & Company Ltd. 8,564,553 0.63
6 ICB Unit Fund 3,227,798 0.24
7 BRAC Bank Limited 3,104,921 0.23
8 Bangladesh Fund 2,700,000 0.20
9 BBH A/C Matthews Asia Dividend Fund 2,212,126 0.16
10 Delta Life Insurance Co. Ltd. 1,982,895 0.15
11 ICB Bond 1,959,895 0.14
12 SSBT A/c Wellington Management Funds (Ireland) Public Limited 1,938,847 0.14
Company- Wellington Global Impact Fund
13 Grameen One: Scheme Two 1,400,000 0.10
14 1st Bangladesh Fixed Income Fund 1,270,442 0.09
15 BBH A/C Japan Trustee Services Bank Ltd. As Trustee of SMTB Global 1,258,552 0.09
Impact Mother Fund
16 United Commercial Bank Limited 1,048,947 0.08
17 BBS-United Commercial Bank Limited- BB Scheme 1,048,916 0.08
18 Investment Corporation of Bangladesh 1,032,273 0.08
19 DBL Securities Ltd. 1,025,637 0.08
20 Pubali Bank Limited 940,000 0.07
Total 1,272,518,121 94.24
 1 2 3 4 Annual Report 2023 137
137

5. Dividend

For the Dividend Per Par Value Per

Dividend Rate Dividend Type
Year Share (BDT) Share (BDT)

2023 125% (Proposed Final Dividend) 12.50 10.00 Cash

95% (Final Dividend) 9.50 10.00 Cash

2022
125% (Interim Dividend) 12.50 10.00 Cash

125% (Final Dividend) 12.50 10.00 Cash

2021
125% (Interim Dividend) 12.50 10.00 Cash

145% (Final Dividend) 14.50 10.00 Cash

2020
130% (Interim Dividend) 13.00 10.00 Cash

Strategic Overview
40% (Final Dividend) 4.00 10.00 Cash
2019
90% (Interim Dividend) 9.00 10.00 Cash

155% (Final Dividend) 15.50 10.00 Cash

2018
125% (Interim Dividend) 12.50 10.00 Cash

6. Unclaimed/ Unpaid Dividend

The dividend declared at an Annual General Meeting (AGM) is required to be paid within 30 days from the
date of declaration. Interim Dividend is required to be paid within 30 days from the Record Date. As per the

ESG Report
Directive of Bangladesh Securities and Exchange Commission (BSEC), when a company declares dividend but
has not been paid within 30 days or claimed by the shareholders within 1 year from the date of the declaration
or Record Date, the company shall, after elapse of 1 (one) year from date of declaration or approval or record
date, transfer the total amount of dividend, which remain unpaid or unclaimed including accrued interest (after
adjustment of bank charge, if any), to a special account naming “Unpaid Dividend Account”, to be opened by
the company on that behalf in any scheduled bank.

Further, any money transferred to the “Unpaid Dividend Account” of a company in pursuance of the above

Financial Analysis
BSEC Directive, which remains unpaid or unclaimed for a period of 3 (three) years from the date of declaration
or approval or record date, as the case may be along with interest accrued (after adjustment of bank charge,
if any), if any, thereon, such amount need to be transferred to the Capital Market Stabilisation Fund (CMSF) as
directed or prescribed by the BSEC.

If any shareholder claims his/her cash dividend after the transfer of such dividend to the Fund, within 15 days of
receiving such claim, the company shall, after proper verification of the claim, recommend to the manager of
the Fund to pay off such dividend from the Fund and the Manager of the Fund shall pay off such cash dividend
to the claimant in accordance with the provisions and procedures as directed or prescribed by the BSEC.
4
The year-wise summary of unclaimed/unpaid dividend as on 31 December 2023 Additional Information

Date of Declaration Unclaimed/Unpaid

Rate of of the Dividend and Dividend as on 31
Sl Financial Year Dividend Type
Dividend Record Date as the December 2023
case may be (BDT’000)

Final 95% 02 May 2023 3,859,335

1 2022
Interim 125% 10 August 2022 25,098

Final 125% 26 April 2022 16,643

2 2021
Interim 125% 9 August 2021 12,448

3 2020 Final 145% 19 April 2021 12,572

Final Dividend 2020 to Final
4 GP IPO Suspense Account 33
Dividend 2021
Total 3,926,129
138 Grameenphone Ltd. 1 2 3 4

The year-wise summary of unclaimed/ unpaid dividend which was sent to the Capital Market
Stabilisation Fund (CMSF)

Date of
Shareholders’ Unclaimed/Unpaid
Declaration of Unclaimed
Sl Financial Dividend Rate of claim settled Dividend as on 31
the Dividend and Dividend Remarks
Year Type Dividend by CMSF December 2022
Record Date as (BDT’000)
(BDT’000) (BDT’000)
the case may be

A B A-B=C
Transferred to
1 2020 Interim 130% 5-Aug-20 10,269 11 10,258 CMSF account on 17
September 2023
Transferred to CMSF
Final 40% 21-Apr-20 3,496 25 3,471 account on 28 May 2023
2 2019 Transferred to CMSF
Interim 90% 4-Aug-19 6,575 142 6,433 account on 04
September 2022
Transferred to CMSF
Final 155% 23-Apr-19 8,886 184 8,702 account on 22 May 2022
3 2018
Interim 125% 5-Aug-18 7,533 106 7,427
Final 100% 19-Apr-18 3,618 82 3,536 Transferred to CMSF
4 2017 account on 29 August 2021
Interim 105% 2-Aug-17 4,877 66 4,811
6,758 54 6,704
Final 90% 20-Apr-17 Transferred to CMSF
1 1 account on 22 May 2022
5 2016 Transferred to CMSF
3,753 49 3,704 account on 29 August 2021
Interim 85% 8-Aug-16
Transferred to CMSF
2 2 account on 22 May 2022
Final 60% 19-Apr-16 3,843 28 3,815
6 2015
Interim 80% 29-Jul-15 5,238 14 5,224
Final 65% 21-Apr-15 4,446 17 4,429
7 2014
Interim 95% 5-Aug-14 6,235 34 6,201
Final 50% 9-Apr-14 6,274 5 6,269
8 2013
Interim 90% 29-Jul-13 3,766 1 3,765
Final 50% 10-Apr-13 2,803 5 2,798
9 2012 Transferred to CMSF
Interim 90% 31-Jul-12 5,119 7 5,112 account on 29 August 2021
Final 65% 10-Apr-12 6,188 5 6,183
10 2011
Interim 140% 28-Jul-11 13,292 10 13,282
Final 85% 19-Apr-11 9,231 6 9,225
11 2010
Interim 35% 2-Nov-10 8,070 22 8,048
12 2009 Final 60% 8-Jun-10 13,200 5 13,195
Final Dividend 2009 to
Interim Dividend 2018 159 159

Transferred to CMSF
Final Dividend 2018 13 13 account on 22 May 2022
GP IPO
13 Suspense
Account Interim & Final Transferred to CMSF
Dividend 2019 11 11 account on 30 May 2023
Transferred to
Interim Dividend 2020 11 11 CMSF account on 18
September 2023
 1 2 3 4 Annual Report 2023 139
139

7. Credit Rating
The Company’s credit rating was reaffirmed by Credit Rating Information and Services Limited (CRISL) on 05
March 2024 and is valid up to 04 March 2025.

Long Term Short Term

AAA ST-1

8. Associate Company
Name of the Company Holding Activity
Accenture Communications Infrastructure Solutions Ltd.
(Formerly known as Grameenphone IT Ltd.) 49% IT Company

9. Grameenphone Share Performance at Stock Exchanges

Strategic Overview
200 500000

Shares Traded
GP Price (BDT)

400000
150

300000
100
200000

ESG Report
50
100000

0 0

January-23 March-23 June-23 September-23 December-23

Volume Traded Grameenphone Close Price (BDT) Average Price (BDT)

10. Financial Calendar 2024

Financial Analysis
01 03 05
April 2024 July 2024
February 2024 Q1 2024 Results May 2024 Q2 2024 Results Oct 2024
FY 2023 Results Announcement 27th Annual Announcement Q3 2024 Results
Announcement General Meeting Announcement
02 04

* Please note that these dates are provisional and subject to change, please check www.grameenphone.com/about/investor-relations for latest updates
4
Additional Information
11. Company Website
Anyone can get information regarding the Company’s activities, products and services or can view the
Annual Report 2023 at www.grameenphone.com

12. Investor Relations

Institutional investors, security analysts and other members of the professional financial community requiring
additional financial information, please contact at +8801755552271 or visit the Investor Relations section of the
Company website: www.grameenphone.com

13. Shareholder Services

If you have any queries relating to your shareholding and dividend, please contact at +8801711555888 or mail to
Grameenphone Share Office at [email protected]
 140 Grameenphone Ltd. 1 2 3 4

Grameenphone Ltd.
Registered Office and Share Office: GPHouse, Bashundhara, Baridhara, Dhaka-1229

Notice of the 27th Annual General Meeting

Virtual Shareholder Meeting

Notice is hereby given that the 27th Annual General Meeting (AGM) of Grameenphone Ltd. will be held on Thursday,
02 May 2024 at 10:30 am (Dhaka Time). The AGM will be held virtually by using digital platform through the
following link https://agmbd.live/GP2024 to transact the following businesses:

AGENDA

1. Consideration and adoption of the Directors’ Report and the Audited Financial Statements of the Company for
the year ended 31 December 2023 together with the Auditors’ Report thereon.
2. Declaration of Dividend for the year ended 31 December 2023 as recommended by the Board of Directors.
3. Election/Re-election of Directors and Extension of tenure of Independent Director.
4. Appointment of Statutory Auditors and fixation of their remuneration.

By order of the Board of Directors

Sd/-
S M Imdadul Haque
08 April 2024 Company Secretary

Notes:
l The Members whose names appeared on the Members/Depository Register as on the “Record Date” i.e. 29
February 2024 are eligible to participate in the 27th Annual General Meeting (AGM) and receive dividend.
l Pursuant to the Bangladesh Securities and Exchange Commission’s Directive No. BSEC/ICAD/SRIC/2024/318/87
dated 27 March 2024, the AGM will be a virtual meeting of the Members, which will be conducted via live webcast
by through the use of a digital platform.
l The Members will be able to submit their questions/comments and vote electronically 24 hours before
commencement of the AGM and during the AGM. For logging in to the system, the Members need to put their
16-digit Beneficial Owner (BO) ID number and other credential as proof of their identity by visiting the link
https://agmbd.live/GP2024
l The detailed procedures to participate in the virtual meeting and Frequently Asked Questions (FAQs) have been
published on the Investor Relations section of the Company’s website at: www.grameenphone.com
l We encourage the Members to log in to the system before the meeting start time of 10:30 am (Dhaka time) on
02 May 2024. Please allow ample time to login and establish your connectivity. The webcast will start at 10:30 am
(Dhaka Time). Please contact +8801711555888 for any technical difficulties in accessing the virtual meeting.
l A Corporate Member intending to appoint its authorised representative to attend and vote at the AGM is
requested to send the Company an authorisation letter along with a duly certified copy of the Board Resolution
authorising its representative to attend and vote on its behalf at the Meeting. The said authorisation letter must
be received at the Grameenphone Share Office no later than 72 hours prior to the start of the AGM.
l A Member who is entitled to attend and vote at the AGM may appoint a Proxy to attend and vote on his/
her behalf. The “Proxy Form”, duly completed, signed and stamped at BDT 100 must be received at the
Grameenphone Share Office no later than 72 hours prior to the start of the AGM.
l Pursuant to the Bangladesh Securities and Exchange Commission’s Notification No. BSEC/CMRRCD/2006-158
/208/ Admin/81 dated 20 June 2018, the soft copy of the Annual Report 2023 is being sent to Members at
the email addresses of the Members available in their Beneficial Owner (BO) accounts maintained with the
Depository. The Members are requested to update their email addresses through their respective Depository
Participant (DP). The digital version and soft copy of the Annual Report 2023 will also be available on the Investor
Relations section of the Company’s website at: www.grameenphone.com
 1 2 3 4 Annual Report 2023 141
141

EXPLANATORY NOTES:

1. Election/Re-election of Directors and Extension of tenure of Independent Director. [Agenda - 3]

The following Directors of the Board will retire at the Company’s ensuing 27th Annual General Meeting (AGM
However, they are eligible for re-appointment:

1. Mr. Håkon Bruaset Kjøl

2. Mr. M Shahjahan
3. Mr. Md. Ashraful Hassan

As per the Corporate Governance Code 2018, based on the recommendation of the Nomination and
Remuneration Committee, the Board approved the extension of tenure of Mr. Abdul-Muyeed Chowdhury as an
Independent Director of Grameenphone Ltd. for a second term of three (3) years. Accordingly, Mr. Abdul-Muyeed
Chowdhury’s extension of tenure is required to be vetted and confirmed at the Company’s ensuing 27th AGM.

Strategic Overview
As per the conditions 1(5)(xxiv) of the Corporate Governance Code of Bangladesh Securities and Exchange
Commission, brief profiles of the proposed Directors are given on page 30 of the Annual Report. The
companies (other than Grameenphone Ltd.) in which the above Directors hold directorship and committee
membership are given below.

Sl. Name of Member of Board Other Business

Directorship
No Directors Committees Occupation
1 Mr. Håkon CelcomDigi Berhad, Malaysia CelcomDigi Berhad, SVP, Head of
Bruaset Kjøl Telenor Asia Pte Ltd., Singapore Malaysia Investment

ESG Report
Governance and Risk Management and
Telenor South Asia Investment Pte. Ltd., Management Deputy Head of
Singapore
Asia, Telenor Asia,
Telenor South East Asia Investment Pte. Singapore
Ltd., Singapore
Telenor Asia (IHQ) Limited, Thailand
Snøhetta, Norway
2 Mr. M Grameen Distribution Ltd. Grameen Shikkha Executive Vice

Financial Analysis
Shahjahan Grameen Shikkha Finance, Audit and Chairman of
Grameen Shakti Regulatory Affairs Grameen Kalyan
Grameen Kalyan Committee
Grameen Telecom
Grameen Healthcare Services Ltd.
Grameen Krishi Foundation
Grameen Fisheries & Livestock
Foundation
Grameen Shakti Samajik
Byabosha Ltd. 4
Grameen Fabrics & Fashions Ltd.
Additional Information

Grameen Capital Management Ltd.

Yunus Centre
Grameen Samogree
Samadhan Service Ltd.
Grameen Employment Services Ltd.
Grameen Italia

Member of Board of Trustee

Grameen Telecom Trust
Grameen Healthcare Trust
Yunus Family Trust
Professor Muhammad Yunus Trust
142 Grameenphone Ltd. 1 2 3 4

Sl. Name of Member of Board Other Business

Directorship
No Directors Committees Occupation
3 Mr. Md. Grameen Shakti None Executive Vice
Ashraful Grameen Kalyan Chairman
Hassan Grameen Telecom of Grameen
Grameen Shamogree Telecom
Grameen Knitwear Ltd.
Grameen Solutions Ltd.
Shamadhan Services Ltd.
Grameen Distribution Ltd.
Grameen Veolia Water Ltd.
Grameen Danone Foods Ltd.
Grameen Fabrics and Fashions Ltd.
Grameen Health Care Services Ltd.
Grameen Employment Services Ltd.
Grameen Shakti Samajik Byabosa Ltd.
Grameen Shangdu Microcredit co., Ltd.
Ononyo Construction & Developments Ltd.
Samajik Health Science Institute and
Research Centre Ltd.
Member of Board of Trust
Grameen Telecom Trust
3 ZERO Trust
Kalyan Trust
4 Mr. Abdul- Advanced Chemical Industries Limited ACI Formulations Ltd. Managing Director
Muyeed ACI Formulations Ltd. Audit Committee and & CEO
Chowdhury MJL Bangladesh PLC Nomination and Tiger Tours
Omera Fuels Ltd. Remuneration Limited
Omera Petroleum Ltd. Committee
Omera Cylinders Ltd.
MJLB PLC
Summit Alliance Port Limited
Nomination and
National Housing Finance and Remuneration
Investments Limited Committee
Desh Garments Ltd. Audit Committee

Omera Petroleum Ltd.

EC

Summit Alliance Port

Limited
Audit Committee

National Housing
Finance and
Investments Limited
Audit Committee & EC

2. Appointment of Statutory Auditors and fixation of their remuneration. [Agenda - 4]

As per the Companies Act 1994 and the Articles of Association of Grameenphone, the statutory auditors
of the Company, ACNABIN, Chartered Accountants, shall retire at this AGM. As per BSEC Order No. SEC/
CMRRCD/2009-193/104/Admin dated 27 July 2011, an audit firm cannot be engaged for more than three (3)
consecutive years as statutory auditors of the same Company. ACNABIN, Chartered Accountants has been the
statutory auditors of the Company since 2021. In compliance with the BSEC order, we are required to appoint
new statutory auditors for the Company. A Qasem & Co., Chartered Accountants has offered their willingness
to be appointed as statutory auditors of Grameenphone. On the suggestion of the Audit Committee, the Board
recommends their appointment for the year 2024 and continuation till the next AGM at a fee of BDT 3.3 million
plus VAT as against the existing fee of BDT 3 million plus VAT for onward approval by the Shareholders at the
Company’s ensuing 27th AGM.
Grameenphone Ltd.
Registered Office: GPHouse, Bashundhara, Baridhara, Dhaka-1229

Proxy Form

I/We................................................…………………………………………………………of………………………………………………………………………...………...........………………
…………….....................................................................................................……………… being Member of Grameenphone Ltd. do hereby appoint
Mr./Ms. ……………………………………...…………....................…………………………………… of ……………………………………....……………....................………………...……
as my/our PROXY to participate and vote on my/our behalf at the 27th Annual General Meeting of the Company to be
held on Thursday, 02 May 2024 at 10:30 am (Dhaka Time) virtually by using digital platform through the following link
https://agmbd.live/GP2024 and at any adjournment there of.

Signed this ...................................................... day of ...................................................... 2024

………………………………………………….. …………………………………………..
Signature of the Member(s) Signature of the PROXY

Number of Shares held .................................

Revenue
Stamp
BO ID No. BDT 100

Notes:
● The “Proxy Form”, duly filled, signed and stamped at BDT 100 must be sent through email to Grameenphone Share
Office at [email protected] no later than 72 hours before commencement of the AGM.
● Signature of the Member(s) must be in accordance with the Specimen Signature recorded with the Company.

Signature Verified by

………………………………......………………………………
Authorised Signatory of the Company

Virtual Meeting Logistics

Date Time Live Webcast

Thursday, 02 May 2024 10:30 AM, Dhaka Time https://agmbd.live/GP2024