Dated: 1st October 2025
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
Bengal IRIS TAKUMI LTD.
Notice is hereby given to all members of the Board of Directors of Bengal IRIS TAKUMI LTD. that a Meeting of Board of Directors of the Company will be held on 1st November 2025 at 10.00 A M by using zoom online platform to consider the following agenda:
To discuss regarding the long-term foreign borrowing from parent company;
To discuss and approve the terms and conditions of long-term loan;
To finalize and approve the long term loan agreement;
To discuss regarding the approval issue of long-term borrowing from relevant government authorities of Bangladesh;
Any other matters with the permission of the Chair.
All members of the Board of Directors are requested to attend the meeting.
🗸
______________
Yukihei Osumi
Director
Bengal IRIS TAKUMI LTD.
Copy to: All members of the Board
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
Bengal IRIS TAKUMI LTD.
The Board Meeting of Bengal IRIS TAKUMI LTD. was held on 1st November 2025 at 10.00 A. M. by using zoom online platform.
The following Director/Persons were presented:
SL.
Name of the Directors
Designation
Signature
Mr. Yo Osumi (Nominee Director of IRIS Company Ltd.)
Chairman
√
Mr. Yukihei Osumi (Nominee Director of HONG KONG IRIS Co., Limited)
Director
√
Mr. Yo Osumi, the chairman of the Company presided over the meeting.
Being satisfied with the attendance required for a quorum for holding of Board Meeting the Chairman called the meeting to order.
Proceeding:
The notice of the meeting was read out and the agenda was taken up for consideration:
Agenda No–01: To discuss regarding the long-term foreign borrowing from parent company:
The Chairman informed that the company need finance for the construction and setup of manufacturing facilities including installation of production equipment, machinery, utilities and related infrastructure. After detailed discussion, the Board unanimously approved obtaining a long-term foreign loan from the parent company IRIS Company Ltd., Japan, amounting to USD 3,000,000 (US Dollars Three Million only), for the purpose of establishing, developing, and operating the company’s industrial facilities in the Bangladesh Special Economic Zone (BSEZ).:
“RESOLVED THAT, The Board hereby approves obtaining a long-term foreign loan from the parent company IRIS Company Ltd., Japan, amounting to USD 3,000,000 (US Dollars Three Million only) at an interest rate of 3% (three percent) per annum, for a total tenure of ten (10) years including a two-year grace period for interest payment only.”
Agenda No–02: To discuss and approve the terms and conditions of long-term loan:
The Chairman informed the board regarding the details loan. After further discussion, it was accepted unanimously:
“RESOLVED THAT, the following details regarding the loan has been accepted and approved.”
Particulars
Description
Loan Amount
USD 3,000,000.00
Interest Rate
3% per annum
Loan Type
Long-Term Loan
Loan Tenure
10 (Ten) Years
Date of Commencement
1 January 2026
Grace Period
2 (Two) Years (2026–2027)
Repayment Period
8 (Eight) Years (2028–2035)
Annual Repayment Amount
An annual amount of $90,000 (Interest Payment) for each of the first two years, and an annual amount of $422,268 (Installment: Interest & Principal) 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
Annual equal installments of principal and interest
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.
Agenda No–03: To finalize and approve the long-term loan agreement:
The Chairman inform the Board regarding long term loan agreement. They reviewed the draft Long-Term Loan Agreement between IRIS Company Ltd. (Lender) and Bengal IRIS TAKUMI Ltd. (Borrower):
“RESOLVED THAT, after careful consideration, all the board member approved accept the all the terms and condition of the Agreement in its current form.”
Agenda No–04: To discuss regarding the approval issue of long-term borrowing from relevant government authorities of Bangladesh:
The Board acknowledged that the loan transaction requires prior approval from Bangladesh Bank, in accordance with the Foreign Exchange Regulation Act, 1947, Guidelines for Foreign Exchange Transactions (GFET) and other relevant circulars, as well as clearance or notification to Bangladesh Economic Zones Authority (BEZA).
“RESOLVED THAT, the board agreed to take approval of the loan agreement from Bangladesh Bank. The Board authorized the Managing Director to submit the required application and supporting documents to Bangladesh Bank through the Authorized Dealer (Prime Bank PLC) as well as to BEZA to obtain the necessary approval of the long-term loan agreement between IRIS Company Ltd. (Lender) and Bengal IRIS TAKUMI Ltd. (Borrower).”
“FURHTER RESOLVED THAT, The Board hereby authorizes the Director, Mr. Yukihei Osumi, to execute, sign and deliver the Long-Term Loan Agreement with IRIS Company Ltd., Japan, on behalf of Bengal Iris Takumi Ltd., and to undertake all necessary actions, submissions, and documentations required by Bangladesh Bank, BEZA, and the Authorized Dealer Bank.”
Agenda No- 05. Any other matters with the permission of the Chair:
There being no other business to transact, the Meeting ended with vote of thanks to the Chair.
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_________
Yo Osumi
Chairman
Bengal IRIS TAKUMI LTD.