DEED OF AGREEMENT FOR SALE OF

OWNERSHIP OF ASSETS & TRANSFER OF

SHARES (DoS)
This Deed of Sale is made and signed on … 2021 of the English Calendar for execution.

BETWEEN
a) Name: Engr. A. K. M. Faruque
Ahamed
S/O: Abul Kashem Talukder
House No. 389, Road No. 06, DOHS
Baridhara, Dhaka-1206
NID #

b) Name: Ferdous Ara Begum

D/O: Abu Sadek
House No. 389, Road No. 06, DOHS
Baridhara, Dhaka-1206
NID #

c) Name: Farzana Faruque Safa

………………………………….
…………………………………..
………………………………..

d) Name: Fatema Faruque Farah

……………………………………
……………………………………..
……………………………………….

shall herein be called the First Party solely & jointly of this Deed of agreement for Sale &
Transfer of share.

AND
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a) Name:
S/O:
House No.
NID #

b) Name:
S/O:
House No.
NID #

c) Name:
S/O:
House No.
NID #

shall herein be called the Second Party of this Deed of Sale.

WHEREAS

1. The First Party, being the owner of The Delta Group of Industries has been looking for a
prospective entrepreneur both home & abroad to sale entire shares of the under
mentioned companies of the Delta Group as well as to carry out the operation of The
Delta Group of Industries at their own initiatives.

2. The Second Party is a potential entrepreneur, upon the receipt of the information they
(Second Party) expressed keen interest to acquire/purchase entire shares as offered by the
First Party as well as liabilities with the bank and financial institutions to run the
operations of The Delta Group of Industries.

3. Both the Parties agreed to sign-up this Deed of Sale with a firm Commitment to comply
the terms & conditions set out herein.

4. The Delta Group of Industries comprises of 10 (Ten) following associated units along
with Assets (Land, Building, Plant & Machinery and Other assets), Bank liabilities as on
30th Oct-2020 and Shareholdings: (Please find the Annexure-1a)

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 SL Name of the units
4.01 The Delta Composite Knitting Industries Ltd.
Registration no : C-31081 (202)/1996 dated 03.08.1996
Total assets (Land- 923.31(dec), building-3,76,693(Sft) & machinery)
Total liabilities with different banks :(Janata,Islami,Al-Arafa Islami,Social Islami) BDT 588.81 crore
Authorized capital : BDT 25,00,00,000/- (25,00,000 shares of 100/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 4,08,10,000/- (4,08,100 Shares)
Ferdous Ara Begum BDT 2,30,90,000/- (2,30,900 Shares)
Farzana Faruque Shafa BDT 1,00,000/- (1,000 Shares)
4.02 The Delta Apparels Ltd.
Registration no : C-39102(1060)/1999 dated 18.11.1999
Total assets (Land-412.45(dec), building-2,33,201(sft), machinery) :
Total liabilities with different banks :(Al-Arafah,Social Islami,One Bank) BDT 108.47 crore
Authorized capital : BDT 1,00,00,000/- 10,000 shares of 1000/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 20,00,000/- (2,000 Shares)
Ferdous Ara Begum BDT 10,00,000/- (1,000 Shares)
Farzana Faruque Shafa BDT 5,00,000/- (500 Shares)
Fatema Faruque Farah BDT 5,00,000/- (500 Shares)
4.03 The Delta Spinning Mills Ltd.
Registration no : C-52026(2321)/2004 dated 07.03.2004
Total assets (Land-804.78 (dec), building-2,33,201(sft), machinery)
Total liabilities with a bank :(Islami Bank) BDT 498.99 crore
Authorized capital : BDT 25,00,00,000/- (25,00,000 shares of 100/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 20,00,000/- (20,000 Shares)
Ferdous Ara Begum BDT 15,00,000/- (15,000 Shares)
4.04 The Delta Blended Yarn Mills Ltd.
Registration no : C-79996/09 dated 06.10.2009
Total assets (Land-500.75 (dec), building-2,92,500(sft), machinery)
Total liabilities with different banks : (Islami,Al-Arafah Islami) BDT 455.41 crore
Authorized capital : BDT 100,00,00,000/- (10,00,000 shares of 1000/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 2,43,00,000/- (24,300 shares)
Ferdous Ara Begum BDT 57,00,000/- (5,700 Shares)
4.05 The Delta Accessories Ltd.
Registration no : C-57418(4101)/2005 dated June 04,2005
Total assets (Land-196.30 (dec), building-99,348 (sft), machinery)
Total liabilities with a bank : (South East Bank)BDT 61.50 crore
Authorized capital : BDT 1,00,00,000/- (10,000 shares of 1000/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 10,00,000/- (1,000 shares)
Ferdous Ara Begum BDT 3,00,000/- (300 shares)
4.06 The Delta Carton Industries Ltd.
Registration no : C-46458(2931)/2002 dated 23.07.2002
Total assets (Land, building-23,440 (sft), machinery)
Total liabilities with a bank : (South East Bank) BDT 4.58 crore
Authorized capital : BDT 1,00,00,000/- (1,00,000 shares of 100/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 22,50,000/- (22,500 shares)
Ferdous Ara Begum BDT 12,50,000/- (12,500 shares)
4.07 The Delta Yarn Dyeing Industries Ltd.

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 Registration no : C-57419(4102)/2005 dated June 04,2005
Total assets (Land-34.42 (dec), building, machinery)
Total liabilities with a bank : (The Premier Bank) BDT 13.66 crore
Authorized capital : BDT 1,00,00,000/- (10,000 shares of 1000/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 10,00,000/- (1,000 shares)
Ferdous Ara Begum BDT 3,00,000/- (300 shares)
4.08 Lily Cosmetics Ltd.
Registration no : C-41658(1017)/2000 dated 30.10.2000
Total assets (Land-100.00 (dec), building-30,000 (sft), machinery)
Total liabilities with different banks :(Al-Arafa Islami Bank,Uttara Fin. & Inv Ltd) BDT 10.27 crore
Authorized capital : BDT 25,00,00,000/- (2,50,000 shares of 1000/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 20,00,000/- (2,000 shares)
Ferdous Ara Begum BDT 10,00,000/- (1,000 shares)
Farzana Faruque Shafa BDT 5,00,000/- (500 shares)
Fatema Faruque Farah BDT 5,00,000/- (500 shares)

4.09 The Delta Group of Industries Ltd. (C&F)

Registration no : C-44577(1115)/2001 dated 08.12.2001
Total assets (Land, building, machinery) : nil
Total liabilities with different banks : nil
Authorized capital : BDT 3,00,00,000/- (3,00,000 shares of 100/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 1,00,000/- (1,000 shares)
Ferdous Ara Begum BDT 1,00,000/- (1,000 shares)
Farzana Faruque Shafa BDT 1,00,000/- (1,000 shares)
Fatema Faruque Farah BDT 1,00,000/- (1,000 shares)
The Delta Engineers Ltd. BDT 10,000/- (100 shares)
The Delta Composite Knitting BDT 10,000/- (100 shares)
The Delta Apparels Ltd. BDT 10,000/- (100 shares)
Lily Cosmetics Ltd. BDT 10,000/- (100 shares)
4.10 The Delta Quality Packaging & Printing Ind. Ltd.
Registration no : C-57423(4106)/2005 dated June 04,2005
Total assets (Land, building, machinery) : nil
Total liabilities with a Leasing : (Bay Leasing and Investment Ltd) BDT 27.00 crore
Authorized capital : BDT 1,00,00,000/- (10,000 shares of 1000/- each)
Paid-up capital :Engr. A.K.M. Faruque Ahamed BDT 10,00,000/- (1,000 shares)
Ferdous Ara Begum BDT 3,00,000/- (300 shares)

5. The informative details of the Group including those of other requisite particulars plus
terms & conditions etc. for strict adherence are focused below for understanding and
necessary action.

5.1 The Delta Group of Industries are 100% export oriented (Composite Knit
Garments & Denims Garments) Industrial Park in Bangladesh located at Zarun
(South) having holding Nos. 91, 91/1, 91/2, 108, 129, 111, 191/3 and 167 at Ward

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 No. 6, Kashimpur, under Gazipur City Corporation, P.S- Kashimpur, Dist:
Gazipur.

5.2 The Delta Group of Industries owned by The First Party has been running
business enjoying high reputation around the Globe and in an attempt to give
further momentum & boost to the business activities availed of funding assistance
from different banks and leasing institutions of the country namely (1) Al-Arafah
Islamic Bank Ltd. Kawran Bazar Branch (2) Islamic Bank Bangladesh Ltd.
Moauchack Branch, (3) Janata Bank Ltd. Local Office, Dilkusha (4) Social Islami
Bank Ltd., Gulshan Branch, (5) South East Bank Ltd., Dilkusha Branch (Eunoos
Tower) (6) Premier Bank Ltd., Gulshan Branch, (7) Uttara Finance and
Investment Ltd., Dilkusha Branch, and (8) Bay Leasing and Investment Ltd.,
Dilkusha Branch (Eunoos Tower) against mortgage of land and building.

5.3 The accurate break-down of land areas mortgaged with different banks has been
detailed separately in the Annexure-1 (enclosed herewith) the text of which is
self-illustrative. It will be an integral part of this Deed of Sale and shall be read
out in conjunction with all other para inserted in this Deed of Sale. The First Party
will transfer the ownership of all the mortgaged properties (i.e land & building) of
the banks and the leasing companies in favor of the Second Party.

5.4 The Second Party shall pay BDT 226.50 (Two Hundred Twenty Six crore & Fifty
lac) by Payment Order/Cash in the name of the First Party i.e A. K. M. Faruque
Ahamed against purchase of entire shares of the companies mentioned in the
clause no. 4 and payment of brokerage commission, outstanding salary, party
payment, gas bill, etc. according to the following order :

i) BDT 13.00 (Thirteen crore) at the time of signing this DoS

ii) BDT 148.50 (One Hundred Forty eight and Fifty) crore within 30
days from the date of signing this DoS.
iii) Rest amount i.e. BDT 65.00 (eighty) crore will be paid by three
monthly installments gradually starting from payment of
above 150.00 crore @ BDT 20.00 (Twenty) crore in the 1st and 2nd
month, @ BDT 25.00 (Twenty Five) crore in 3rd month.
iv) The second party will clear-up actual outstanding of gas bills of the
companies of the Delta Group.
v) The second party will be solely responsible for paying-off/taking-
over entire liabilities of the companies with the bank(s);

5.5 The Second Party shall get released two under mentioned flats cleaning-up all
correspondent liabilities as mortgaged with the Bank and hand them over to the
First Party. Below are its details:

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 a) Flat bearing # 4/B, House # 7, Road # 72, Gulshan-02, Dhaka-1212 owned
by Mrs. FerdousAra Begum, Director, The Delta Group of Industries
mortgaged with Islamic Bank Bangladesh Ltd. Moauchack Branch meeting
all formalities of the concerned Bank necessary for its release within 15
(Fifteen) working days effective from the date of signing this Deed of Sale.

b) Flat bearing # 4/901, Eastern Point located at 8-9 Shantinagor Dhaka owned
by Eng. A.K.M Faruque Ahamed, Chairman & Managing Director, The
Delta Group of Industries mortgaged with South East Bank Ltd., Dilkusha
Branch (Eunoos Tower) to the respective owner/First Party meeting all
formalities of the concerned Bank necessary for its release within 15
(Fifteen) working days effective from the date of signing this Deed of Sale.

5.6 The Second Party will take the full authority and responsibility for operating the
factory upon payment of BDT 165.00 Crore and subsequently will get NOC from
the concerned Banks and Leasing Institutions.

5.7 The First Party shall be responsible for providing and executing the following to
support the transfer process of ownership of the Group including all of its
moveable/immoveable properties & assets at the earliest.
a) Board Resolution pertinent to share transfer.
b) 117 form to sign-up. (After getting full payment)
c) Completion of Affidavit to support the share transfer process.
d) End-up and up-to-date all documentations as well as RJSC returns
necessary for share transfer to this effect
e) Power of Attorney for operating all the Banks Accounts and to
deal with the matters legally all about mortgaged properties
measuring 2972.48 decimal land enclosed herewith in annexure-1.
f) Machinery list, L/C copy, Inventory list, Vehicles' list, Lift list,
Factory lay-out plan & design, Trade license, Fire license, Bond
license, Environment certificate, BGMEA, BTMEA certificate, all
land related documents/papers, Income Tax Certificate, all
Compliance Certificates etc. all up-to-date and original license,
certificate and necessary document/papers shall provide by the
First Party.
g) After signing the Deed of Sale First Party shall consign all of the
machineries & equipment according to the list enclosed. The
Second Party shall visit the factory and acknowledge the physical
existence of all the machineries, equipment and inventories as
well.

5.8 Both the Parties shall enjoy authority to retain one original copy of this Deed of
Sale in possession to secure record.

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 5.9 It is binding on both the Parties to comply all terms & conditions set-out in this
Deed of Sale and any failure to adhere on all matters set-out in this Deed of Sale
shall lead to the violation of this Deed of Sale. Matters not covered by this Deed
of Sale shall be decided by both the Parties mutually which will be binding and
final.

5.10 The First Party shall hand over all the original documents to the Second Party
upon the receipt of full payment of the negotiated amount inserted in this Deed of
Sale.

5.11 The validity of this Deed of Sale shall be effective for 120 (one hundred twenty)
calendar days from the date of signing this Deed of Sale. Problem, if any arises
due to the incompletion of small works as per the terms of this Deed of Sale both
the Parties in that case shall reach a solution upon mutual discussion. This Deed
of Sale will automatically be null and void if the duration is not mutually
extended further.

Both the Parties agree to conclude this Deed of Sale today on … 2021 for execution in presence
of the following witnesses upon close scrutiny of the terms and conditions inserted contained
herein.

First Party Second Party

...................................................... ......................................................
(a) Engr. A. K. M. Faruque Ahamed (a)
Chairman & Managing Director
The Delta Group of Industries ......................................................
(b)

...................................................... .....................................................
(b) Ferdous Ara Begum (c)
Director
The Delta Group of Industries

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Witnesses of First Party Witnesses of Second Party

1. Md. Golam Haider

NID # 1.

2. Md. Ruhul Amin

NID # 2.

3. K M Kamarul Haque
NID # 3.

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