CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE MEETING OF THE BOARD OF DIRECTORS OF IRIS COMPANY LTD. 15TH 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.”
“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.
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Yo OsumiDirector of the Company