I R I S C o . , L t d .
5 5 4 - 1 S u e h i r o - C h o , O t a - C i t y , G u n m a
w w w . i r i s . c o . j p CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE
BOARD OF DIRECTORS OF IRIS COMPANY LTD. 15 TH OCTOBER 2025 AT THE
REGISTERED OFFICE OF THE COMPANY 1933 IZUKA, OTA, GUNMA, JAPAN AT
WHERE PROPER QUORUM WAS PRESENT.
The Chairman informed the Board that, one of the subsidiary company in Bangladesh named Bengal
IRIS TAKUMI Ltd., Bangladesh needs long term financing for the Factory Establishment and
Infrastructure Development.
The Board discussed the matter in detail and its careful consideration, the following resolution was
passed unanimously.
“RESOLVED THAT; After due discussion and consideration of the investment and financial
strategy of the company, it was decided that IRIS Company Ltd. (hereinafter referred to as the
“Lender”) shall extend a long-term foreign currency loan amounting to USD 3,000,000 (US Dollars
Three Million only), to its subsidiary Bengal IRIS TAKUMI Ltd., incorporated under the Companies
Act 1994 of Bangladesh and operating within the Bangladesh Special Economic Zone (BSEZ).”
“RESOLVED THAT; the loan shall be utilized by Bengal IRIS TAKUMI Ltd. (hereinafter referred
to as the “Borrower”) exclusively for: Establishment, construction and expansion of factory and
production facilities in the BSEZ. Procurement of machinery, equipment, and technology.
Infrastructure development, utility connection, and other capital expenditures related to operational
setup.”
“RESOLVED THAT; The Board approved the following principal terms and conditions:
Particulars Description
Loan Amount USD 3,000,000
Interest Rate 3% per annum
Loan Type Long-Term Loan
Date of Commencement 1 January 2026
Loan Tenure 10 (Ten) Years
Grace Period 2 (Two) Years (2026–2027)
Repayment Period 8 (Eight) Years (2028–2035)
Annual Repayment Amount An annual amount of $90,000 for each of the first two years, and an
annual amount of $422,268 for each of the subsequent eight years.
Total Repayment Amount USD 3,558,116 (Principal USD 3,000,000 + Interest USD 558,116)
Repayment Mode An annual amount of $90,000 for each of the first two years, and an
annual amount of $422,268 for each of the subsequent eight years.
Receiving Bank (Borrower) Prime Bank PLC, Gulshan Branch, Dhaka, Bangladesh
Borrower’s Account Name Bengal Iris Takumi Ltd.
Account No. FC USD 2118518039391
Purpose of Loan
Factory construction, equipment purchase, technology transfer, and
infrastructure, utilities, and capital expenditure necessary for
operations.
Repayment & Repatriation Principal and interest to be remitted annually to lender’s Bank
account through authorized dealer bank in Bangladesh.
“RESOLVED THAT; the loan will be disburse only after the Bangladesh Bank’s approval.”
I R I S C o . , L t d .
5 5 4 - 1 S u e h i r o - C h o , O t a - C i t y , G u n m a
w w w . i r i s . c o . j p “RESOLVED THAT; The disbursement of USD 3,000,000 shall be made from IRIS Company
Ltd.’s account at MUFG Bank, Japan, to the above-mentioned foreign currency account of Bengal
IRIS TAKUMI Ltd. in Bangladesh through normal banking channels.”
“RESOLVED THAT; The Board reviewed and approved the Long-Term Loan Agreement to be
executed between IRIS Company Ltd. and Bengal IRIS TAKUMI Ltd.
The Board authorized the execution of the Agreement by the company’s authorized representative.
“FURTHER RESOLVED THAT; that Mr. Yo Osumi, Representative of IRIS Company Ltd., be
and is hereby authorized to: Sign, execute, and deliver the Long-Term Loan Agreement and any
ancillary documents on behalf of IRIS Company Ltd.; Undertake any act, deed, or correspondence
necessary for effecting the loan; Liaise with relevant authorities, banks, and regulatory bodies in
Japan and Bangladesh to facilitate disbursement and compliance.”
A copy of this resolution certified to be true copy by the Director/Company Secretary be submitted to
the authorities concerned for their records and necessary action.”
For and on behalf of, IRIS Company Ltd.
_________
Yo Osumi
Director of the Company