Securities Report(Report in accordance with Article 24(1) of the
Financial Instruments and Exchange Law)
Business Year

From April 1, 2022

(51st fiscal year)

To March 31, 2023

MIRARTH HOLDINGS, Inc.
(Former company name: Takara Leben Co., Ltd.)
Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, Japan(E03997)

Table of Contents
Page
Cover
Part I.

Company Information

1

I.

Company Overview

11．Trends in Major Management Indicators

1

2．History

3

3．Business Details

4

4．Status of Affiliated Companies

6

5．Status of Employees

7

Business Overview

9

II

III

IV

V

1．Management Policies, Management Environment, Issues to be Addressed, etc.

92．Approach and Initiatives to Sustainability

12

3．Business Risks

17

4．Management's Discussion and Analysis of Financial Condition, Results of Operations and Cash Flows

19

5．Significant Management Contracts.

23

6．R&D Activities

23

Status of Facilities

24

1．Overview of Capital Expenditures

24

2．Status of Major Facilities

24

3．Plans for new construction, retirement, etc. of facilities

25

Status of the Company to be Submitted

26

1．Status of Shares

26(1)Total Number of Shares

26(2)Status of Subscription rights to shares and Others

27(3)Exercise Status of Bonds with Subscription rights to shares with Exercise Price Adjustment, etc.

48(4)Trends in Number of issued shares and Capital stock

49(5)Breakdown of Shareholders.

49(6)Status of Major Shareholders

50(7)Status of voting rights

51

2．Acquisitions of Treasury stock51

3．Dividend Policy

52

4．Status of Corporate Governance

53(1)Overview of Corporate Governance53(2)Status of officers

60(3)Audit Status

67(4)Remuneration for Director

70(5)Status of shareholdings

72

Status of Accounting

74

1．Consolidated Financial Statements

75

2．Financial Statements

125

VI

Outline of the stock administration of the submitting company

140

VII

Reference information of the submitting company

141

1．Information on the parent company of the submitting company

141

2．Other Reference

141

Information on the Guarantee Company, etc. of the Submitting Company

142

Part II.

[Audit report Sheet][Internal Control Report Document]

[Cover][Filing]

Securities Report[Applicable provision]

Article 24(1) of the Financial Instruments and Exchange Act[Submitted To]

Director-General of the Kanto Local Finance Bureau[Date of submission]

June 23, 2023

[Fiscal year]

51st fiscal year (From April 1, 2022 to March 31, 2023)[Company name]

MIRARTH HOLDINGS, Inc.
(Former company name: Takara Leben Co., Ltd.)[Representative]

Kazuichi Shimada, Representative Director, Group CEO, Group COO and President Executive Officer[Address of head office]Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, Japan[Telephone]+81-3-6551-2133[Contact]

Masashi Yamamoto, Director, Group CFO and Managing Executive Officer[Contact address]

Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-Ku, Tokyo, Japan[Telephone]+81-3-6551-2133[Contact]

Masashi Yamamoto, Director, Group CFO and Managing Executive Officer[Place for public inspection]

Kita-Kanto Branch of MIRARTH HOLDINGS, Inc.
(1-20-1, Takahanacho, Omiya-ku, Saitama-shi, Saitama)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

Part I. [Company Information]
I. [Company Overview]
1[Trends in Major Management Indicators](1)FINANCIAL SUMMARY
Fiscal term

47th fiscal year

48th fiscal year

49th fiscal year

50th fiscal year

51st fiscal year

Year-end

2019 March

2020 March

2021 March2022 March2023 March

132,005

168,493

148,397

162,744

153,472

9,027

11,201

9,933

10,258

5,033

6,426

5,361

4,693

6,215

4,584

6,408

5,202

5,327

6,293

3,852

47,734

51,13954,63259,601

65,142

184,893

195,448

204,315

223,473

341,669(Millions of

Net salesyen)

Ordinary income

Net income attributable to owners of parent

Comprehensive income(Millions ofyen)(Millions ofyen)(Millions ofyen)(Millions of

Net assets

yen)

Total assets(Millions ofyen)

1 Shares Per share Net assets(Yen)

436.68467.05498.78542.04558.95

Net income per share

(Yen)

59.33

49.45

43.22

57.10

41.90

(Yen)

59.00

49.11

42.94

56.69

41.58

Equity ratio

(%)

25.6

25.9

26.5

26.5

18.0

Return on equity

(%)

14.3

10.9

9.0

11.0

7.6

Price-earnings ratio(times)

5.8

7.1

8.6

5.2

9.0

22,42847,70826,33023,189△722△34,347△32,136△25,090△27,871△46,354

3,427△1,6082,654△1,132

61,531

20,642

34,60538,50032,69347,148

892

973

1,061

1,200

1,293

(113)

(118)

(118)

(111)

(104)

Fully diluted
Net income per share

Cash flow from operating activities

Cash flow from investing activities

Cash flow from financing activities

Cash and cash equivalents' Term end Balance(Millions ofyen)(Millions ofyen)(Millions ofyen)(Millions ofyen)

Number of employees(Outside, average number of temporary
employees)(People)(NOTE)The Company has applied the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc. from the beginning of the fiscal
year under 50th fiscal year, and the key management indicators, etc. related to 50th fiscal year and thereafter are the indicators after the application of thisaccounting standard.

-1-(2) Non-consolidated business performance indicators
Fiscal term

47th fiscal year

48th fiscal year

49th fiscal year

50th fiscal year

51st fiscal year

Year-end

2019 March

2020 March

2021 March2022 March2023 March(Millions of

98,823

123,908

96,94988,94977,364

8,002

10,548

8,682

7,738

4,305

5,982

4,667

3,257

5,052

3,659

4,819

4,819

4,819

4,819

4,819

121,000,000

121,000,000

121,000,000

121,000,000

121,000,000

43,14345,84447,80351,44752,937

157,200

150,255

144,796

150,689

154,996396.14420.64438.12469.97480.08

16.00

19.00

14.00

18.00

22.00

(5.00)(6.00)(4.00)(4.00)(4.00)

(Yen)

55.23

43.05

30.00

46.42

33.45

(Yen)

54.92

42.75

29.80

46.08

33.19

Equity ratio

(%)

27.3

30.4

32.9

34.0

34.0

Return on equity

(%)

14.6

10.5

7.0

10.2

7.0

Price-earnings ratio(times)

6.2

8.1

12.4

6.4

11.3

Dividend payout ratio

(%)

29.0

44.1

46.7

38.8

65.8

296

334

365

343

9

(5)

(10)

(9)

(8)

(-)

Net sales

yen)(Millions of

Ordinary income

yen)(Millions of

Net income

yen)(Millions ofCapital stockyen)

Number of issued shares(Shares)(Millions of

Net assets

yen)(Millions of

Total assetsyen)

1 Shares Per share Net assets(Yen)

1 Shares Per share dividends(Yen)(Including 1 Shares Per share interim
dividends)
Net income per share
Fully diluted
Net income per share

Number of employees(Outside, average number of temporary(People)employees)
Total shareholder return

(%)

78.3

83.5

91.7

79.6

101.3

(Comparison index: TOPIX with dividends)(%)(95.0)(85.9)(122.1)(124.6)(131.8)Highest stock price

(Yen)

482

525

408

378

404

Lowest stock price

(Yen)

269

306

290

261

280

(NOTE)1. 51st fiscal year's 1 Shares Per share dividends include a commemorative 50th anniversary dividend of 2 yen.
2. The highest and lowest share prices are based on Tokyo Stock Exchange Prime market on April 4, 2022 and on the First Section of Tokyo Stock Exchange
Stock Exchange for prior periods.
3. The Company has applied the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc. from the beginning of the
fiscal year under 50th fiscal year, and the key management indicators, etc. related to 50th fiscal year and thereafter are the indicators after the applicationof this accounting standard.

-2-

2[History]
September, 1972

Itabashi-ku, Tokyo Established Takara Komuten Co., Ltd. in Yamato-cho for 1.7 million yen per Capital stock.

January, 1973

Real Estate Transaction Business Tokyo Governor (1) obtained a license for No. 23405 and commenced Real estate.

May, 1974

Head office moved to Nakaitabashi, Itabashi-ku.

June, 1975

Purchased the Daiichi Takara Building, a head office building, in Nakaitabashi, Itabashi-ku.

August, 1975

Tokyo Metropolitan Governor's License (General-50) No. 37608 obtained.

June, 1979

Head office moved to Daiichi Takara Building.

September, 1985

Obtained permission under Governor of Tokyo Metropolitan Government (1) No. 05714.

May, 1986

Established Takara Zyuhan Co., Ltd. to expand sales and brokerage operations.

April, 1988

Established Takara Management Co., Ltd., a real estate management company.

May, 1989

Takara Zyuhan Co., Ltd. changed its license from the Tokyo Metropolitan Governor to Construction Minister's license (1) No. 3900.

May, 1994

Established Takara Zyuhan Condominium Division Co., Ltd.

June, 1994

Launched the Leben Heim series of condominiums sold in-house.

February, 1996

Takara Management Co., Ltd. changed its name to Leben Community Co., Ltd.

August, 1999

Real Estate Transaction Business: Minister of Construction License, License Number: Minister of Construction (1) No. 5924.

September, 1999

Absorbed Takara Zyuhan Co., Ltd.

October, 2000

Changed the company name from Takara Komuten Co., Ltd. to Takara Leben Co., Ltd.

August, 2001

Head office moved to Toshima-ku, Tokyo.

November, 2001

Listed on the JASDAQ market

December, 2001

Established TAFUKO CO., LTD. (now Leben Zestock Co., Ltd.), a loan agency business.

April, 2003

Listed on the Second Section of Tokyo Stock Exchange

March, 2004

Listed on the First Section of Tokyo Stock Exchange.

November, 2004

Established the nursing care business "Azu Partners Co., Ltd."

June, 2005

General Construction Business License was changed to Specified Construction Business License (Special-17) No. 37608.

September, 2005

Registered as trust beneficiary right sales business, Director-General of the Kanto Local Finance Bureau (sales credit) No. 241.

May, 2006

Head office moved to Shinjuku Sumitomo Building in Shinjuku, Tokyo.

March, 2009

Transferred from a consolidated subsidiary to an equity-method affiliate following the partial sale of shares in Azu Partners Co., Ltd.

September, 2009

Established Kita-Kanto Branch.

May, 2010

Completed the capital increase through the first rights issue in Japan.

April, 2012

Announced new condominium brand LEBEN.

October, 2012

Acquired Takara Housing Co., Ltd. (formerly Takara Property Co., Ltd.), a leasing management business, as a subsidiary.

February, 2013

Launched mega-solar business.

October, 2013

Established Takara Asset Management Co., Ltd., an investment management business.

November, 2013

Sunwood Corporation became an equity-method affiliate.

April, 2014

Hokuriku Sales Office opened.

June, 2014

Acquired Oasis Co., Ltd. (now Takara Leben Realnet Co., Ltd.), a real estate distribution business, as a subsidiary.

October, 2014

Made Nikko Construction Co., Ltd. (now Leben Home Build Co., Ltd.) a subsidiary.

January, 2015

Made Livenet Home Co., Ltd. (formerly Takara Leben Tohoku Co., Ltd.) a subsidiary. Relocated to Sendai City, Miyagi.
Jyutakujyouhoukan Co., Ltd. (now Takara Leben Co., Ltd.) became a subsidiary.

January, 2016

Made Nikko Property Co., Ltd. (now Leben Trust Co., Ltd.) a subsidiary.

June, 2016

Takara Leben Infrastructure Fund Inc. was listed on the infrastructure fund market for the first time.

January, 2017

Announced new condominium brand NEBEL.

April, 2017

Opened Osaka Branch and Sapporo Sales Office.

May, 2017

Main office moved to Tekko Building, Marunouchi, Chiyoda-ku

January, 2018

Acquired PAG Real Estate Investment Advisor Co., Ltd. (now Takara PAG Real Estate Investment Advisor Co., Ltd.).

March, 2018

Opened a representative office in Hanoi, Vietnam.

July, 2018

Takara Leben Real Estate Investment Corporation listed on Tokyo Stock Exchange Real Estate Investment Trust Market.

June, 2019

Nikko Property Co., Ltd. changed its name to Leben Trust Co., Ltd.

October, 2019

Leben Trust Co., Ltd. merged with Takara Property Co., Ltd.

February, 2021

Established Leben Funding LLC, an asset management business.

April, 2021

Made ACA Clean Energy Co., Ltd. (now Leben Clean Energy Co., Ltd.), a renewable energy company, a subsidiary.

June, 2021

Opened a sales office in Nagoya.

April, 2022

Shifted from Tokyo Stock Exchange's First Section to Prime market by reviewing Tokyo Stock Exchange's market Category.

September, 2022

50th anniversary.

October, 2022

Moving to a holding company structure Company name changed to MIRARTH HOLDINGS, Inc.
Takara Leben West Japan Co., Ltd. changed its name to Takara Leben Co., Ltd. and merged with Takara Leben Tohoku Co., Ltd. Head office moved
to Marunouchi, Chiyoda-ku, Tokyo.

November, 2022

Green Energy LLC, a consolidated subsidiary, conducted a tender offer to Takara Leben Infrastructure Fund Inc. The investment corporation became
a consolidated subsidiary.

February, 2023

Takara Leben Infrastructure Fund Inc. was delisted.

-3-

3[Business Details]
Our main groups are as follows.
We operate in 4 business segments: Real Estate Business, Energy Business, Asset Management Business, and Other Businesses.
Takara Leben Co., Ltd., a consolidated subsidiary, is mainly engaged in the business of new condominiums.
Leben Community Co., Ltd., a consolidated subsidiary, is mainly engaged in the comprehensive business of managing condominiums for sale.
Leben Home Build Co., Ltd., a consolidated subsidiary, is mainly engaged in the detached house sales business and the construction subcontracting business.
Takara Leben Realnet Co., Ltd., a consolidated subsidiary, is mainly engaged in the real estate distribution business.
Leben Zestock Co., Ltd., a consolidated subsidiary, is mainly engaged in the renewal and resale business.
Leben Trust Co., Ltd., a consolidated subsidiary, is mainly engaged in the leasing and administration business.
Takara Asset Management Co., Ltd., a consolidated subsidiary, is mainly engaged in the investment-management business.
Takara PAG Real Estate Advisory Ltd., a consolidated subsidiary, is mainly engaged in the investment-management business.
Leben Clean Energy Co., Ltd., a consolidated subsidiary, is mainly engaged in renewable Energy Business.
(NOTE)1. Nikko Takara Corporation changed its corporate name to Leben Home Build Co., Ltd. on April 1, 2022.
2. Takara Leben West Japan Co., Ltd. changed its name to Takara Leben Co., Ltd. with October 1, 2022.

With the aim of further enhancing corporate value, our Group has shifted to a holding company structure as a October 1, 2022 from the viewpoint of clarifying
profitability and business responsibilities for each segment and effectively utilizing management resources by shifting to a pure holding company structure.
Accordingly, in the current consolidated fiscal year, we have decided to change the 5 segments of "Real Estate Sales Business," " Real Estate Rental Business," "RealEstate Management Business," "Energy Business," and "Other Businesses," which were previously disclosed as Reportable segments, to 4 segments: "Real EstateBusiness," "Energy Business," "Asset Management Business," and "Other Businesses." In addition, the allocation method of company-wide expenses has beenreviewed.

(1)Real Estate BusinessAs a New built-for-sale condominium business, our group develops, develops, and sells the "LEBEN"・"NEBEL" series and other products nationwide. As a
Liquidation Business, the Group develops real estate such as residential properties and office buildings, and sells them to REIT and other markets. This segment
conducts Real Estate Business in general, including other, the renewal and resale business, the new detached house sales business, the leasing and administration
business, and the real estate brokerage business.
(2)Energy BusinessOur group conducts power generation business using renewable energy nationwide.
(3)Asset Management BusinessWe conduct Asset Management Business on renewable power generation facilities, residential properties, office buildings, and other real estate.
(4)Other Businesses
・Construction business
Leben Home Build Co., Ltd., a consolidated subsidiary, is engaged in the construction business.
・Hotel businessOur group is engaged in hotel business.
・Other Business
Our Group is engaged in businesses other than those described above, such as the nursing care business.

-4-

The business structure is shown below.
Leben Community Co., Ltd.
(Comprehensive management business forcondominiums, etc.)
Takara Leben Co., Ltd.
(Real Estate Business)

Leben Home Build Co., Ltd.
(Sale of detached houses and construction
contracting business)

Takara Leben Realnet Co., Ltd.
(Real estate distribution Business)

Leben Zestock Co., Ltd.

Our company(Renewal resale Business)

Consolidated subsidiaries(Management ofLeben Trust Co., Ltd.

group companies,(Rental Management Business)

etc.)

Takara Leben (Thailand) Co., Ltd.
(Investment in real estate Business)

Leben Clean Energy Co., Ltd.
(Renewable energy Business)

Takara Asset Management Co., Ltd.
(Investment management Business)

Takara PAG Real Estate Advisory Ltd.
(Investment management Business)-5-

4[Status of Affiliated Companies]

Name

Address

Capital stock(Millions of Details of major businesses
yen)

Share of voting
rightsPercentage orPercentage (%)
owned

Affiliated Details(Consolidated Subsidiaries)
Takara Leben Co., Ltd. (NOTE)1, 3

Chiyoda-ku, Tokyo

400

Leben Community Co., Ltd.

Chiyoda-ku, Tokyo

60

Leben Home Build Co., Ltd. (NOTE)2

Yokohama City,
Kanagawa Prefecture

200

100.0

Real Estate Business

100.0

Other Businesses(100.0)Real Estate Business

100.0

Other Businesses(100.0) held by directors

Takara Leben Realnet Co., Ltd.

Chuo-ku, Tokyo

30

Real Estate Business

Leben Zestock Co., Ltd.

Chiyoda-ku, Tokyo

10

Real Estate Business

Leben Trust Co., Ltd.

Takara Leben (Thailand) Co., Ltd.

Leben Clean Energy Co., Ltd.

Yokohama City,

60

Kanagawa Prefecture
Bangkok, Kingdom ofThailand

Other Businesses

THB

Shinjuku-ku, Tokyo

655

Takara Asset Management Co., Ltd.

Chiyoda-ku, Tokyo

250

Takara PAG Real Estate Advisory Ltd.

Minato-ku, Tokyo

50

Shibuya-ku, Tokyo108(NOTE)3

Real Estate Business

60
MillionInterlocking positions

Real Estate Business

Energy Business

Asset Management
Business
Asset Management
Business

100.0

held by directors-

Interlocking positions

Interlocking positions(100.0) held by directors
100.0(100.0)100.0Interlocking positions
held by directors
With financial support
Interlocking positions(100.0) held by directors
100.0(100.0)

100.0

100.0

60.0

-

With financial support

Interlocking positions
held by directors-

Other 18 companies(Equity-method affiliates)
MInato LLC

Real Estate Business

34.0(34.0)-

Other 7 companies(NOTE)1. With October 1, 2022, Takara Leben West Japan Co., Ltd. merged with Takara Leben Tohoku Co., Ltd. and changed its name to Takara Leben Co., Ltd.
2. Nikko Takara Corporation changed its name to Leben Home Build Co., Ltd. on April 1, 2022.
3. This is a specified subsidiary.
4. Figures in parentheses in the voting rights percentage column indicate shares attributable to indirect ownership.

-6-

5[Status of Employees](1) Consolidated level
As of 31-Mar 2023
Segment name

Number of employees

Real Estate Business
Energy Business
1,293(104)Asset Management Business
Other Businesses
Total

1,293(104)(NOTE)1. The number of employees is the number of employees.
2. Figures in parentheses in the number of employees column are the annual average number of temporary employees (equivalent to 8 hours a day per
employee).
3. Our corporate group does not have a management organizational structure for each Type of the business, and the same employees are engaged in Type ofseveral businesses.
4. Category of Reportable segments has been changed from the current consolidated fiscal year. For more information, please refer to "Item 5: Accounting, 1.
Consolidated Financial Statements, (1) Notes to Consolidated Financial Statements, (Segment information, etc.)."(2) Status of the submitting company
As of March 31, 2023
Number of employees
9(-)

Average age(years)

Average length of service (year)

42.9

5.3

Segment name

Average annual salary (thousand yen)
7,677

Number of employees

Real Estate Business
Energy Business
9(-)
Asset Management Business
Other Businesses
Total

9(-)

(NOTE)1. The number of employees is the number of employees.
2. Figures in parentheses in the number of employees column are the annual average number of temporary employees (equivalent to 8 hours a day per
employee).
3. Average annual pay includes bonuses and any non-standard wages.
4. We do not have a management organizational structure for each Type of our business, and the same employees are engaged in Type of several businesses.
5.The number of employees decreased by 334 in the fiscal year under review, mainly due to the change to a Takara Leben Co., Ltd. following the transition to aholding company structure.
6. From the current fiscal year, Category of Reportable segments has been changed. For more information, please refer to "Item 5: Accounting, 1. Consolidated
Financial Statements, (1) Notes to Consolidated Financial Statements, (Segment information, etc.)."(3) Union Information
The labor union has not been formed, but labor-management relations have remained prosperous.

-7-(4) Difference in the ratio of female workers in managerial positions, the ratio of male workers taking childcare leave, and the wages of male and female workers① Submitting Company
The submitting company is not subject to the obligation to publish under the provisions of the "Act on Promotion of Women's Active Work Life in Working
Life" (Act No. 64 of 2015) and the "Act on the Welfare of Workers Who Take Care of Children or Other Family Members Including Child Care and Family
Care Leave" (Act No. 76 of 1991). Therefore, the submitting company omits the description.

② Consolidated subsidiaries
Current fiscal year
Percentage (%)(NOTE)1 ofwomen
workers inmanagerial
positions.

NameRate of male workers taking childcare leave(%) (NOTE)2

Total labor

Difference in wages of male and female workers(%) (NOTE)1.

Of which, parttime and fixedterm workers

Of which,
regularemployees

Total labor

Of which,
regularemployees

Of which, parttime and fixedterm workers

Supplementary Explanations(NOTE)3.
Takara Leben Co.,
Ltd.

11.0

46.6

-

-

67.0

67.9

26.0

The difference in wages ofmale and female workers(NOTE)4.
(NOTE)3.

Leben Community
Co., Ltd.

4.6

50.0

-

-

63.2

59.3

63.3

The difference in wages ofmale and female workers(NOTE)5.

(NOTE)1. Calculated in accordance with the provisions of the Act on Promotion of Women's Active Participation in the Workplace (Act No. 64 of 2015).
2.Based on the provisions of the "Act on the Welfare of Workers Who Take Care of Children or Other Family Members Including Child Care and Family Care
Leave" (Act No. 76 of 1991), the ratio of taking child care leave, etc. under Article 71-4, Item 1 of the "Ordinance for Enforcement of the Act on the
Welfare of Workers Who Take Care of Children or Other Family Members Including Child Care and Family Care Leave" (Ordinance of the Ministry ofLabor No. 25 of 1991) has been calculated.
3. Period covered: Reiwa 4 business year (from April 1, 2022 to 31-Mar, 2023)
Wages: including base pay, remuneration for overtime work, bonuses, etc., and excluding retirement allowances, commutation allowances, etc.
Full-time employees: For seconded employees, this includes employees seconded from us to outside the company, and excludes employees seconded
from other companies to us.
Part-time and fixed-term employees: including fixed-term employees, part-timers, and non-regular employees, excluding temporary employees.
4. Supplementary Explanations on differences in wages between men and women of workers<Full-time employees>
Among full-time employees, 84.2% of managers and 76.2% of non-managers will Category, which will reduce the gap. However, since the percentageof women in managerial positions is 11%, we will systematically promote the appointment of women.
<Part-time and fixed-term employees>
When Category is applied to part-time employees and fixed-term employees, 81.7% of part-time employees, and the deviation decreases.
(Fixed-term employees were only male employees)
5. Supplementary Explanations on differences in wages between men and women of workers<Full-time employees>
The ratio of female managers is 4.6%, so the promotion of female employees will be systematically promoted.

-8-Ⅱ. [Business Overview]
1[Management Policies, Management Environment, Issues to be Addressed, etc.]
Forward-looking statements in the text are based on our judgment as of the end of the fiscal year under review.
(1)Management Policy
Describe Our Purpose and Our Values.

Our Purpose

To design sustainable environments for a happier future for both people and our planet.
Our Values

Passion & Inspiration
To be passionate about creating vibrant environments and to inspire andbe inspired by people who share our vision.

Sustainability
To create a sustainable world where people, nature,and society coexist in harmony.

Value Creation
To continue to evolve and keep up with the rapid change around us
to create new value.

Diversity & Co-creation
To value each individual's ideas and co-create a diverse andequitable environment with the local communities.

Integrity & trust
To generate a trusting relationship among people andsociety through protection of our safety and security.

(2)Management Strategy, etc.
<Strategy Overview>
In May 2021, we announced a new medium-term management plan for the fiscal year ending March 2025, and formulated a long-term vision entitled"Establish a National Brand-To be a company trusted by all stakeholders" as a professional in space, urban and renewable energy development. The policy iscentered on the following 7 pillars.

① Further expansion of core businesses② Maximize group synergy③ Optimize the business portfolio④ To establish a stable financial base
⑤ Improving productivity and creating new services through DX promotion⑥ Aggressive Response to ESG⑦ Develop human resources and create a challenging work environment-9-Effective April 1, 2022, the Company changed its business segments and restructured the 5 business segments into 4 segments: Real Estate Business/Energy
Business/Asset Management Business/Other Businesses to clarify the profitability and business accountability of the segments and to further promote businessdevelopment that does not rely solely on Real Estate Business.
In addition, as announced on May 15, 2023 in the "Revision of the Medium-Term Management Plan and Formulation of Medium-to Long-Term Energy
Business Strategies," the Group will establish a foundation for medium-to long-term growth through Energy Business as a second pillar, in addition to stable
growth in Real Estate Business, its core business.

<Specific Strategy>a) New built-for-sale condominium businessAs a core business, we will develop the Leben brand and the Nebel brand in the Tokyo metropolitan area and central urban areas in line with ourbasic policy of rebuilding a nationwide stable supply system. In the Tokyo metropolitan area, we aim to achieve annual sales of 2200 units over the
medium term, primarily targeting the family, single-person DINKS group, and active seniors group in regional city centers.
b) Liquidation BusinessOur basic policy is to continue to invest at a pace of 30 yen to 50 billion yen every fiscal year. We will actively promote the development of rental
residential properties and office buildings to optimize our asset portfolio. When the Company sells assets to Takara Leben Real Estate Investment
Corporation, it obtains a real estate appraisal report to review the range of reasonable transaction prices and undergoes necessary internal approval.
c) Detached house sales businessOur basic policy is to play a complementary role in the new built-for-sale condominium business as a short-term collection business. By
strengthening area marketing, we will rebuild our purchasing and supply systems and thoroughly build recovery cycles in a short period of time.
d) Renewal Resale Business
Based on the basic policy of establishing a stable renewal business cycle, the Group will make maximum use of the Group's intra-group realestate network to secure appropriate inventories in order to respond to the needs for used equipment, which has been on the rise in recent years.
e) Real estate rental businessOur basic policy is to secure stable earnings as a stock business, and we will work to build a portfolio centered on residential offices.
f) Real estate management businessOur basic policy is to secure stable earnings as a recurring revenue business, and we will further increase the number of units under management,
capture the business derived from management, and aim to expand profit opportunities.
g) Overseas BusinessAs a complementary part of our domestic business, we will focus on real estate sales and derivative management businesses with Southeast Asian
countries as our immediate targets.
h) Energy BusinessAs a future growth business, the Company has changed its policy of securing stable profits by owning power generation facilities through a tender
offer to Takara Leben Infrastructure Fund Inc., which was announced on September 28, 2022 and concluded on November 11, 2022. As a result, as
announced in "Revisions to the Mid-term Management Plan and Mid-to-Long-term Energy Business Strategic Development Notice" dated May 15,2023, we expect that Net income attributable to owners of parent under this Tender Offer will be more than 1 billion yen effective from the fiscal
year ending March 2025, despite the impact of temporary costs.
At the same time, we will build a PPA (electricity sales contract) model that does not rely on the feed-in tariff system. In this way, Energy
Business will become a new driving force behind the Group's growth, and grow it as a second pillar.
i) Other Businesses
We aim to establish ourselves as an independent segment for the next fiscal year by taking on the challenge of new domains and creating newvalue by leveraging our expertise in the 3 pillars of Real Estate Business, Energy Business, and Asset Management Business.
(3)Objective indicators for judging the status of achievement of management targets
We manage our business with an awareness of Equity ratio, LTV, D/E ratio and ROE. On May 15, 2023, we announced the revision of the Medium-Term
Management Plan and the formulation of the Medium-to Long-Term Energy Business Strategy. Our targets have been revised to include a Equity ratio of 20% ormore (Term end in March 2025), a LTV65% or less, a D/E ratio of less than 3.0 times, and a ROE13% or more.

- 10 -

(4)Business environment
The business environment surrounding our group is in the midst of rapid change due to a variety of factors, including the ongoing aging of society with a declining
birthrate, depopulation in regional cities, soaring construction costs, and uncertainty about the future of interest rates. We will respond flexibly and swiftly to thesechanges and aim to maximize corporate value. At the same time, we will embody the "To design sustainable environments for a happier future for both people andour planet." which is a purpose.
The specific issues to be addressed by the Group are described in "(5) Priority Business and Financial Issues."(5)Prioritized business and financial challenges① Response to real estate market conditions
The Group's core business is the new built-for-sale condominium business, which is subject to relatively large changes due to the external environment, such as
trends in interest rates and selling prices and the supply-demand balance of condominiums. Under these circumstances, we are continuing to build a structure that isless susceptible to the external environment by consistently focusing on product development and supply for real demand, which is not for investment but for which
there is stable demand. Needs also differ in the Tokyo metropolitan area due to demographic changes in areas such as population inflows and population outflows inregional cities. In this context, we are promoting the development of compact cities in urban centers in regional cities and the development of products that meetcustomer needs and contribute to the revitalization of cities in the Tokyo metropolitan area through the provision of highly convenient locations near train stations.
The fluidizing business tends to be more susceptible to the impact of the external environment than the new built-for-sale condominium business. However, theGroup will work to improve safety by focusing on the development and acquisition of residential properties with solid demand while keeping an eye on the overall
portfolio balance.
② Aggressive ESG response
Our Group has identified 4 key sustainability themes: creating a lifestyle with value, forming communities, providing high-quality, comfortable spaces, andfostering the environment and culture. We will identify 15 important issues to address each of these themes and promote initiatives to resolve these issues.
E:With regard to the environment, as a response to climate change associated with the impact of global warming and catastrophic disasters, there is a need forenvironmental initiatives to realize a decarbonized society, such as reducing greenhouse gas emissions and utilizing renewable energy. Against this backdrop, we
have set medium-and long-term targets for the reduction of greenhouse gas emissions for the Group as a whole in order to achieve carbon neutrality. In addition topromoting ZEH of condominiums and development renewable energy plants, we will actively promote PPA (electricity sales contracts) in which power generatorsand electricity users enter into direct contracts. In these ways, we will contribute to the realization of a carbon-group society. S:In society, we are promoting regional
revitalization through the supply of housing such as newly built condominiums. G:In terms of governance, we have established various committees, including theNominating, Compensation, Compliance and Risk Management Committees, to strengthen governance.
③ Strengthening the financial foundation
In principle, we finance the acquisition of business sites and earning-generating real estate through borrowings from financial institutions and other sources.
Although interest-bearing debt increased due to business expansion and tender offers for Takara Leben Infrastructure Fund Inc., we will promote the diversificationof financing methods and strengthen our financial base. Borrowings have increased as a result of this tender offer, but over the medium to long term, we will be able
to increase EBITDA and strengthen our stock businesses. We will continue to closely monitor financial stability. We will strive to improve Equity ratio and reducethe interest-bearing debt ratio.
④ Recruiting human resources and developing human resources
As our group expands its business domains and business areas, the number of personnel required is increasing. We will strive to secure excellent human resources
by further actively recruiting new graduates and mid-career employees, as well as by engaging in diversity and inclusion. In addition, in order to build a strongorganizational structure, we will continue to actively invest in human capital, such as by implementing training tailored to each rank, conducting appropriate
evaluations, and building a compensation system. In addition, by promoting work style reforms, such as the development of a remote work environment and theintroduction of a regional employee system, we will enhance the well-being of our employees and improve our corporate value.
⑤ Promoting Digital Transformation (DX)In response to the recent trend toward digitalization, we believe that it is necessary to expand the use of digital solutions, which are directly linked to customer
convenience and increased corporate value, in addition to conventional services, in order to maintain our competitive advantage. In order to respond to market needs
in a timely manner, we will aggressively invest in IT while assessing cost-effectiveness. By improving the literacy of digital technologies and developing humanresources with the thinking to realize innovation, we will promote DX utilizing digital technologies and promote innovation in the value chain.

- 11 -

2[Approach and Initiatives to Sustainability]
Our Group's philosophy and efforts on sustainability are as follows.
Forward-looking statements in the text are based on our judgment as of the end of the fiscal year under review.

<Basic Sustainability Policy>
MIRARTH Holdings Group's Our Purpose is to "To design sustainable environments for a happier future for both people and our planet." By engaging insustainability activities through its businesses, such as supplying housing and introducing renewable energy, the Group aims to solve social issues and contribute to theachievement of SDGs (Sustainable Development Goals), earning the trust of various stakeholders and society, and achieving lasting development.

(1) Governance and Risk Management for Overall Sustainability<Sustainability Promotion System>
Our group has established a sustainability promotion system based on the recognition that "Responding to issues related to sustainability is an importantmanagement issue, including consideration for global environmental issues such as climate change, respect for human rights, consideration for the health andworking environment of employees, fair and appropriate treatment, fair and proper transactions with business partners, and crisis management in the event of
natural disasters, etc."
With Representative Director as its Chair, the Company has established the Sustainability Committee, which is composed of directors, the presidents of Group
companies, and divisional managers. This committee promotes ESG strategies and decides on sustainability policies and measures, examines and promotes material
issues (materiality), reviews progress, and deliberates remediation plans.

Our Group's sustainability promotion structure is shown below.

- 12 -

<Process for Identifying Key Sustainability Themes and Key Issues>
The process for identifying important sustainability themes and important issues for our group is as follows.
1. Understanding and organizing social issues
We identified 31 issues surrounding the business climate based on GRI, SDGs, SASB and other international guidelines, as well as requirements,
management philosophy, and medium-term management plans from customers, stockholders and investors, local communities, employees, and otherstakeholders.
2. Evaluating materiality from the perspective of MIRARTH Holdings GroupWe conducted a questionnaire survey of employees, including managers and directors, organized and prioritized the relationship with our management
philosophy and business.
3. Evaluating the Importance from the Stakeholders' Perspective
We organized and prioritized requests from international guidelines-such as customer, shareholder/investor, supplier surveys, and GRI, SDGs.
4. Identifying Key Issues
We reexamined priorities from the perspectives of MIRARTH Holdings Group and stakeholders, and after conducting a management review, we identified
key issues.
5. Establishment of policies for important sustainability themes
We established policies on 4 important themes for sustainability.

(2) Important sustainability items
The important sustainability items in our group identified through governance and risk management above are as follows.
Important theme of sustainability

Creating a Lifestyle with Value
We will contribute to enhancing the wellbeing of people's lives by creating newvalue.

Be related
SDGs

Policy●Provision of products and services that
respond to social issues and changing
needs.
●Provide lifestyles that are in harmony withresidents and the surrounding
environment, such as LEBEN""NEBEL
brand.
●Contributing to local revitalization linking
urban areas and rural areas throughregional urban revitalization projects.

Formation of communities
We will form communities withstakeholders, including local communities,business partners, and employees, anddevelop together with them.

●Improve risk response capabilities throughthorough risk assessment andmanagement.
●Providing opportunities and environments
where diverse human resources can workwith enthusiasm.
●Corporate activities that meet social needs
with an emphasis on dialogue withstakeholders.

Provision of high-quality, comfortable
spacesWe support our customers' comfortable andsafe lifestyles by providing products withhigh levels of customer satisfaction.

Cultivating the environment and culture
In addition to contributing to a sustainable
society by actively addressing
environmental issues, we will contribute to
the improvement of living standards byproviding opportunities for spiritual
activities such as academia and the arts.

Important issue●Responding to the diversification and globalization oflifestyles●Responding to changes in business models due to thedeclining birthrate, aging population, and population
decline●Urban development and urban development●Establishment and maintenance of a corporate
governance system●Promoting Compliance●Employee Health Management●Helping diverse human resources perform well

●Improve customer satisfaction by using
our unique Quality-of-Service (SQMS�)system.

●Providing Safe and Secure Products and Services●Building a house that combines design andcomfort, pursuing the performancerequired for the house.

●Improve customer satisfaction●Enhance building value through periodic
repairs and renovations that improve the
comfort, functionality, and safety ofbuildings.

●Enhancement of building value●Reduction of greenhouse gas emissions
through renewable energy power
generation business and housing supply
with high environmental performance.
●Provision of houses that are earthquakeresistant and fire-resistant to natural
disasters.
●Providing opportunities for culturalactivities to stakeholders.

- 13 -●Provision of buildings and spaces that take theenvironment and culture into consideration●Addressing global warming●Recycling Projects●Effective use of resources●Response to Disasters

Policy on Human Resource Development and Policy on Internal Environmental Improvement
As our group expands its business domains and business areas, the number of personnel required is increasing. We will strive to secure excellent humanresources by further actively recruiting new graduates and mid-career employees, as well as by engaging in diversity and inclusion. In addition, in order to build astrong organizational structure, we will continue to actively invest in human capital, such as by implementing training tailored to each rank, conducting appropriate
evaluations, and building a compensation system. In addition, by promoting work style reforms, such as the development of a remote work environment and theintroduction of a regional employee system, we will enhance the well-being of our employees and improve our corporate value.

Based on the belief that each and every employee is the creator of lasting growth for the future, Takara Leben Co., Ltd. promotes a new personnel system thatstably generates the human resources needed to achieve its management targets.
Under the new system, specific daily action guidelines to be taken by employees were established, and evaluation items were set for each grade and job category.
In addition, in order to realize fair, highly transparent evaluation and treatment, the evaluation meetings were held to revise the evaluation criteria from theviewpoint of the evaluation criteria. Through these initiatives, we aim to improve evaluation skills by providing more convincing feedback to employees andpromoting understanding of the significance of evaluation systems and evaluation standards for managers.

<Basic Policy on Personnel System>
Personnel System to Stably Generate the Human Resources Necessary for Achieving the Management Plan
・Establishment of a system to clearly articulate the image of human resources sought by the company and enable employees to draw up a career vision
・Review personnel cost allocation, attract and retain talented personnel, and improve motivation
・Education and selection to create talented management personnel
・Enhance employee satisfaction and motivation for growth through fair and transparent evaluation and treatment

In addition, with the aim of growth each employee and enhancing the collective strengths of the organization, we have established the following basic educationand training policies and are implementing a variety of training programs.

<Basic Policy for Education and Training>
・Fostering human resources not only based on the vision, but also proud of our stakeholders as a member of society
・Implementation of programs that enable each employee to feel a sense of self-growth and build a career design
・Improvement of organizational and job management skills, such as leadership and training skills required for each rank in conjunction with the personnel
evaluation system, and organizational management skills
・Acquisition of expertise, skills, and other skills necessary for the execution of each job- 14 -

(3)Indicators and Targets
Year ending March 31, 2022 Group has formulated KPI linked to key sustainability issues and identified key issues, and is promoting initiatives throughout theGroup.
The results of Year ending March 31, 2023 and the targets for the fiscal year ended March 2024 are as follows.

<Targets and Results>
Year ending March 31, 2023

Sustainability
Important theme

Be worthCreation of lifestyles

TargetActualTargetProposal of new services for lifestyles

5 projects

13 projects

5 projects

Supply of newly built condominiums overseas

3 Project ※１

3 projects

3 Project ※１

NEBEL supplies

3 buildings

3 buildings

3 buildings

Number of redevelopment projects

2 projects

2 ※２

2 projects

Sponsorship of local communities

10 properties

16 projects

10 properties

Implementation of Board of Directors effectiveness assessment〇※３

Enhancing and Strengthening the Corporate Governance System〇※４

Consideration of introduction of clawback clause△※

５

Implementation of anti-corruption education and training
Promote understanding of directors and employees regarding human rights issues
Number of cases of unfair treatment
Formation of communities

Year ending March 31, 2024

KPI

0 projects

△※６

〇※７
0 projects

0 projects

Understanding the recognition rate of the internal reporting system through questionnaires○

Health Checkup Rate

100%

99.1%

100%

Stress check rate

100%

87.9%

100%

Percentage of paid holidays taken

70%

68.7%

70%

Employment ratio of the disabled:

2.30%

2.0%

2.30%

Percentage of female managerial staff

9.5%※１

11.0%

9.5%※１Return to work for maternity and childcare leave

100%

88.9%

100%

Training hours per employee

24 hours

28.3 hours

24 hours

Satisfaction with Sales Staff Survey

90%

89.3%

90%

- 15 -

Year ending March 31, 2023

Sustainability
Important theme

TargetNumber of nonconformities related to business10 or less

5 times or more

7 times

5 times or more

2 or more0※８

2 or more

100%

100%

100%

0%

0%

0%

Number of lost-time injuries (* applicable: employees)

0 projects

0 projects

0 projects

Safety conference

Once a year

Once

Once a year

Special patrol (safety check)

Quarterly

3 timesQuarterly

Twice a year

Once

Twice a year

measures
Development of SQMS® masters
Percentage of Housing Performance Evaluation Sheets
Acquired
Accident frequency rate and lost time frequency rate(*Target: Employees)

Number of safety and health training sessions held(*Target: Employees)
Results of the supplier survey
Accident frequency rate and lost time frequency rate(*Target: Supplier)Cultivating the environment andcultureTarget1 caseImplementation of a meeting to share preventive

Providing space

Actual10 or lessprocesses and quality standards

In high quality and comfort

Year ending March 31, 2024

KPI

No implementation planned inYear ending March 31, 2023
Not more than 1.83%-

0%

To acquire and disclose CO２ emissions〇※９

Setting CO２ emissions reduction targets〇※９

Acquisition rate of A rank:
90%
Not more than 1.83%

Certification rate for energy conservation grade (flat 35)

Detached houses 100%

Detached houses 100%

Detached houses 100%

Support for cultural cultivation

5 projects

8 projects

5 projects

ZEH Condominium Certification

1 building

1 building

1 building

Acquire A or higher CASBEE certification

1 building

1 building

1 building

New operating capacity of renewable energy plants

20MW

10MW

20MW

Total generation scale

360MW※１

360MW

360MW※１

Acquire quantitative data on resources and water and set reduction targets

△※10
△※11

Formulation of manuals for BCP measures※1 Set as a medium-term target for the fiscal year ending March 2025.

※2 Number of new participation. Other, 8 businesses under construction/promotion (including projects to improve quality buildings, etc.).
※3 Conducted anonymous questionnaire-based surveys and interviews with all directors and Audit & Supervisory Board members, including Outside Director, using external consulting
organizations.
※4 In addition to the establishment of the Compliance Committee and the Risk Management Committee and Election of the Group CRO (Chief Risk Management Officer), we implemented
measures to strengthen governance under the holding company structure.
※5 Compensation Committee conducted a review of the executive compensation system and continued to consider it.
※6 Some compliance training sessions were held.
※7 Formulation of Group Human Rights Policy and strengthen of awareness both inside and outside the company.
※8 No new recruitment due to promotion of measures by existing members.
※9 Scope: Scope1 and Scope2.
※10 We are in the process of establishing an internal system to collect and compile data.
※11 Formulation is underway in line with the holding company structure.

- 16 -

3[Business Risks]
The following is a list of the major risks that management believes may have a material impact on the financial position, results of operations and cash flows of
the consolidated companies among the matters related to the status of business and accounting as described in the Securities Report.
Forward-looking statements in the text are based on our judgment as of the end of the fiscal year under review.

a)Earthquakes and Other Natural Disasters
If earthquakes or other natural disasters cause direct damage to us or the construction companies we place orders for, or if it becomes difficult for construction
companies to procure construction materials, construction delays and our sales recovery may be affected. In such cases, our Group's performance and financial
position may be affected.
As a countermeasure, we are working to disperse concentration risk in specific areas by expanding our condominium supply area nationwide.

b)Legal regulations
Our Group's businesses are regulated by the National Land Use Planning Act, the Building Lots and Buildings Transaction Business Act, the Building Standards
Act, the City Planning Act, the Money Lending Business Regulation Act, the Act on Promotion of Proper Management of Condominiums, the Long-Term Care
Insurance Act, and other laws and regulations enacted by local governments. If these laws and regulations are newly enacted or revised, new burdens may arise,
which could affect the Group's performance and business development.
Through our membership in various industry associations and other means, our Group accurately collects necessary information, and through the Compliance
Committee and the Risk Management Committee, we improve our system for compliance with various laws and regulations.
The real estate transaction business license is an essential license for our group's main business activities. At present, there are no facts that fall under the
grounds for revocation or disqualification for renewal of the license or registration (Articles 65 and 66 of the Building Lots and Buildings Transaction Business
Law). However, in the event that a license or registration is revoked or disqualified for renewal for any reason in the future, the Group's major business activities
may be hindered and its business results may be affected. On September 15, 2022, we discovered that a former director was convicted of a violation of the Road
Traffic Act (speed violation) with suspension of execution of sentence, and was found to fall under the category of grounds for disqualification as a real estatetransaction business. Therefore, we notified Supervise government agency of 3October 1, 2022 of the closure of the relevant license. Subsequently, on December 2,
2022, we acquired the Tokyo Metropolitan Governor's license for the real estate transaction business and resumed our business activities. In light of this situation,
we have taken measures to prevent a recurrence, such as conducting training for executives, reconfirming whether there are any reasons for disqualification in thebusiness of licensing, and rebuilding a system to regularly check for them.

c)Dependence on Borrowings
Our Group procures funds for the purchase of land for condominiums, etc. mainly by borrowing from financial institutions. As of the end of the consolidated
fiscal year under review, interest-bearing debt accounted for 66.6% of Total assets. If financing is constrained or interest rates rise sharply due to a worsening offinancial conditions or other factors, our Group's performance and financial position may be affected.
As a countermeasure, we have set LTV level at less than 65% and D/E ratio at less than 3.0 times, thereby creating a system that does not rely excessively on
borrowings. At the same time, we have diversified our fundraising methods and established a stable fundraising system.

d)Impact of buyer sentiment
New condominiums, which are the Group's mainstay business, tend to be influenced by buyer sentiment. Purchaser confidence is affected by economic trends,
the housing tax system, consumption tax, land price trends, and interest rate trends, and if there is a situation in which buyer sentiment declines significantly, it may
affect the performance and financial position of our group.

e)Impact of Housing Loans
In the sale of condominiums and other products, customers often use housing loans from the Housing Finance Support Corporation or financial institutions.
However, if the lending attitude regarding these loans becomes significantly negative due to changes in financial conditions or other factors, the Group's
performance and financial position may be affected.

f)Impact of supply trends
The group of new condominiums, which is our core business, tends to be influenced by supply trends due to factors such as Land purchase prices, changes in
outsourcing prices of outsourcing contractors, and financial trends. In the event that supply trends are significantly affected for these reasons, the Group's businessperformance and financial position may be affected.

- 17 -g)Impact of Competition
Our group operates a new built-for-sale condominium business nationwide. However, if there is excessive price competition in the relevant area, it may become
difficult to extend the sales activity period and sell condominiums at assumed prices. In such cases, our Group's performance and financial position may beaffected.
As a countermeasure, we strive to avoid excessive price competition by accurately grasping trends among competitors and flexibly adjusting sales timing andsales prices.

h)For subcontractors
Our group places orders for condominium construction with building contractors. However, if the amount of construction contracts increases due to rising pricesof building materials and construction labor costs, the profit margin may decline. In addition, in the event of the bankruptcy of a construction company, which is thecontractor for construction work, construction delays or non-performance of a contract may occur. In the event that the warranty liability to be undertaken by aconstruction company in the future is not fulfilled, the performance and financial position of our group may be affected.

i)Campaign against the construction of condominiums by local residents
In the construction of condominiums, opposition campaigns by neighboring residents may occur due to noise during construction, sunlight problems,
environmental problems, etc. In such cases, changes in plans, extension of construction periods, and additional expenses may occur, which may affect theperformance and financial position of the Group.
For this reason, when constructing condominiums, we consider the environment surrounding the construction site, consider relevant laws and municipal
regulations, and formulate development plans, and seek the understanding of them at briefings and other events held in advance for local residents.

j)Possibility of litigation
Condominium construction is carefully considered from various perspectives, but there is a possibility that lawsuits may arise due to building defects, soil
contamination, etc. and changes in construction plans resulting from these factors may occur. In such cases, our Group's performance and financial position may beaffected.

k)Impact of Asset Value Decline
If the value of our inventories and Fixed assets declines as a result of future economic trends or deterioration in the real estate market, the write-down of thebook value of inventories and impairment charges may be applied, which could affect our performance and financial position. For impairment charges, theCompany groups its Fixed assets on a project-by-project basis and uses them as the smallest revenue generating unit to assess indicators of impairment. For asset
groups for which indicators of impairment exist, the Group determines whether it is necessary to recognize such assets based on usage, revenue acquisition results,
and available-for-sale value. For asset groups for which recognition is deemed necessary, the Group recognizes the appraised value of real estate obtained fromoutside experts as the recoverable amount.

l)Personal Information
Our group handles a large amount of personal information related to the sale and management of condominiums, etc. In the unlikely event of a leak of personal
information, it could have an impact on the Group's business performance and financial position.
For this reason, we have introduced software to prevent the leakage of personal information, developed regulations, prepared manuals for employees, andconducted training regarding the handling and management of personal information.

m)Shortage of human resources
If labor productivity deteriorates or employee quality declines due to the recent labor shortage or recruitment difficulties, the quality of our products andservices may decline, occupational accidents may occur, and the brand image may deteriorate, which could affect the Group's performance and financial position.
For this reason, we are enhancing various training systems and implementing measures to penetrate branding in order to improve employee loyalty.

- 18 -

4[Management's Discussion and Analysis of Financial Condition, Results of Operations and Cash Flows](1) Summary of Business Results and Others① Business results
During the consolidated fiscal year under review, the Japanese economy saw a gradual recovery due to a recovery in consumer spending and normalizationof economic activity, as the restrictions on actions to prevent new-type coronaviruses were relaxed. On the other hand, the outlook remains uncertain due tofactors such as soaring prices of raw materials and energy as well as sudden exchange rate fluctuations caused by the prolonged situation in Russia and Ukraine.
The business environment in the real estate industry to which our group belongs is still highly motivated to make purchases, despite certain changes in therequirements for housing, partly due to the spread of remote work at home in the Corona disaster. As the number of single-person households and dual-income
households continues to increase and values change, the lifestyles of end users are diversifying, and demand for compact condominiums is on the rise inaddition to needs for location and convenience of living. Meanwhile, in regional core cities, due in part to the trend toward compact cities, demand remained
high, particularly among active seniors, and sales of condominiums were firm.
According to a survey by the Real Estate Economic Institute, the number of condominium units supplied in the Tokyo metropolitan area in 2022 was 29,569,
a decrease of 12.1% from the previous year. This is below 30 thousand units for the first time in 2 years, but since the number of units supplied has remained ataround 30 thousand in recent years, the supply-demand balance remains relatively favorable. The number of condominium units supplied nationwide also
decreased by 5.9% from the previous year to 72,967 units, and the average sales price nationwide increased for the sixth consecutive year. Against thisbackdrop, our group became the sixth largest supplier group in the country in 2022, and plays a role in providing a stable supply in the real estate sales market.
Against this backdrop, we shifted to a holding company structure with October 1, 2022, renamed groups "MIRARTH HOLDINGS, Inc." from Takara Leben
Co., Ltd., and formulated a new corporate path. In order to realize a sustainable growth model, the Group is reviewing its earnings structure. In addition tofurther advancing overseas businesses and promoting redevelopment businesses, the Group is expanding its Energy Business business.
In March 2023, we set a target of reducing greenhouse-gas emissions associated with MIRARTH Holdings Group's business activities by 50% by Fiscal Year
2030 (compared to Fiscal Year 2020) and achieving a net-zero emissions by Fiscal Year 2050, with the aim of achieving carbon neutrality by 2050 as part of theMedium-Term Management Plan's proactive response to ESG (environmental, social, and governance). Through the development and operation of solar power
generation facilities, the Group will continue to contribute to environmental improvement, improvement of energy self-sufficiency, and regional revitalization,
including the utilization of idle land. At the same time, the Group will work to provide further renewable energy to realize carbon neutrality, including initiatives
in wind power generation and biomass power generation businesses.
On September 15, 2022, we announced to 3October 1, 2022 that our former executive had been convicted of a moratorium for violation of the Road Traffic
Act (speed breach), but had failed to pay a Report to us. However, we made a Report to Supervise government agency to recognize that this was adisqualification event for the real estate transaction business. Subsequently, in light of the significance of this matter, we determined that it was appropriate tovoluntarily close down the real estate transaction business, and notified Supervise Agency of the termination of the relevant license with 3October 1, 2022.
Subsequently, on December 2, 2022, the Company re-acquired the Tokyo Metropolitan Governor's license for the real estate transaction business and resumed
its business activities. We sincerely apologize for the great inconvenience and anxiety caused to our customers and all those concerned in this case, and willcontinue to work to restore our trust in us.

Our Purpose"To design sustainable environments for a happier future for both people and our planet."

We have strengthened our management base and put in place a structure to promote the permeation of our corporate management. We will achieve bothprofit growth and improvement of capital efficiency, thereby enhancing our corporate value.

The Company's results of operations for the fiscal year under review were as follows: Net sales 153,472 Millions of yen (down 5.7% year on year),
Operating income 7,030 Millions of yen (down 40.8% year on year), Ordinary income 5,033 Millions of yen (down 50.9% year on year), and Net income
attributable to owners of parent 4,584 Millions of yen (down 26.2% year on year).

- 19 -

In conjunction with the "Notice of Business Segment Changes" announced on March 14, 2022, our Group changed Category of the segment from theprevious 5 business segments to 4 business segments from the fiscal year under review. Actual figures for End of Previous Consolidated Accounting Period in
the explanations of the segments below are calculated using figures for the new segments. For more information, please refer to "Item 5: Accounting, 1.
Consolidated Financial Statements, (1) Notes to Consolidated Financial Statements, (Segment information, etc.)."(Net sales)
In Real Estate Business, revenues were 139,110 Millions of yen due to the sale of 1,861 newly built condominiums (including JV' interests), income from thesale of income-generating properties, new detached houses, sales of pre-owned condominiums, rental revenues from apartments, condominiums, offices, etc., andmanagement revenues from 72,603 managed units.
Energy Business sales totaled 9,045 Millions of yen, mainly due to revenue from the sale of power generation facilities.
Asset Management Business account is 1,096 Millions of yen due to management fees and other factors.
Other Businesses accounts for 4,219 Millions of yen due to construction/hotel management and other projects.
Consequently, Net sales for the fiscal year under review was 153,472 Millions of yen, down 5.7% year on year.
(Cost of sales)
Cost of sales decreased 6.1% year on year to 121,763 Millions of yen. The ratio of Cost of sales to Net sales decreased by 0.3 percentage points year on year
to 79.3%.

(Selling, general and administrative expenses)
Selling, general and administrative expenses increased 16.2% year on year to 24,677 Millions of yen due to aggressive investments in human capital and thebuilding of a DX base.
(Non-operating income and expenses)
Non-operating income increased 47.3% year on year to 1,008 Millions of yen due to settlement of cancellation of Takara Leben Infrastructure Fund Inc.
interest rate swaps.
Non-operating expenses increased 30.5% year on year to 3,005 Millions of yen due to an increase in Interest expenses associated with the acquisition of aconsolidated subsidiary.
(Extraordinary income/losses)
Extraordinary income was 698 Millions of yen, up 661 Millions of yen year on year, mainly due to the recording of Gain on subsequent acquisitions.
Extraordinary loss decreased 638 Millions of yen year on year to 206 Millions of yen due to a loss on sale of Fixed assets and other factors.
Operating results by segment are as follows.

(Real Estate Business)
Due to factors such as new condominiums, securitization, new detached house sales, renewal and resale, real estate leasing, real estate management, and realestate Other, this business Net sales was 139,110 Millions of yen (up 11.9% year on year).

(Energy Business)
In order to grow in the future, Energy Business has implemented a tender offer for Takara Leben Infrastructure Fund Inc. and has changed its policy to securestable profits by owning power generation facilities. As a result, End of Previous Consolidated Accounting Period had sales of large-scale power generation
facilities, but did not sell power generation facilities that were originally anticipated in the current fiscal year. Consequently, Net sales generated 9,045 Millionsof yen of power from the sale of power generation facilities (down 73.6% year on year).

(Asset Management Business)
End of Previous Consolidated Accounting Period incurred acquisition fees associated with the acquisition of Takara Leben Infrastructure Fund Inc.'s power
generation facilities. However, due to the absence of acquisition fees related to Takara Leben Infrastructure Fund Inc. in the current fiscal year, the business Net
sales was 1,096 Millions of yen, down 16.6% from the same period of the previous fiscal year.

(Other Businesses)
Net sales business increased 45.7% year on year to 4,219 Millions of yen due to the construction/hotel management business and other factors.

- 20 -

② Financial Condition
Our Assets, Liabilities and Net Assets for the consolidated fiscal year under review increased by 118,196 Millions of yen from 341,669 Millions of yen at theend of End of Previous Consolidated Accounting Period due to steady purchases of business assets and an increase in Total assets of 74,178 Millions of yen
through a tender offer for Takara Leben Infrastructure Fund Inc..
(Current Assets)
Due to steady purchases of business assets, Current assets increased by 188,728 Millions of yen and 46,103 Millions of yen compared to the end of End ofPrevious Consolidated Accounting Period (an increase of 19,577 Millions of yen in Real Estate Business segment).

(Fixed Assets)
Due to factors such as an increase in business assets due to a change in the scope of consolidation, Fixed assets increased by 152,884 Millions of yen and
72,091 Millions of yen compared to the end of End of Previous Consolidated Accounting Period (a decrease of 2188 Millions of yen in Real Estate Businesssegment).
(Current Liabilities)
Current liabilities increased by 162,157 Millions of yen due to a change in the scope of consolidation of borrowings and 87,146 Millions of yen compared tothe end of End of Previous Consolidated Accounting Period (Real Estate Business segment increased by 7,890 Millions of yen).
(Fixed Liabilities)
Due to an increase in borrowings and other factors, Fixed liabilities increased by 114,369 Millions of yen and 25,508 Millions of yen compared to the end of
End of Previous Consolidated Accounting Period (an increase of 23,850 Millions of yen in Real Estate Business segment).

(Net Assets)
Due to factors such as an increase in Non-controlling interest resulting from a change in the scope of consolidation, Total of Net assets increased by 65,142
Millions of yen and 5,540 Millions of yen compared to the end of End of Previous Consolidated Accounting Period.

③ Cash Flow
At the end of the fiscal year under review, Cash and cash equivalents (hereinafter referred to as "Funds") was 47,148 Millions of yen, up 14,454 Millions of
yen from the end of End of Previous Consolidated Accounting Period.

(Cash flows from operating activities)
The decrease in net cash provided by operating activities was 722 Millions of yen (an increase of 23,189 Millions of yen for End of Previous Consolidated
Accounting Period). This was mainly due to an increase in inventories.

(Cash flows from investing activities)
The net cash used in investing activities was 46,354 Millions of yen (End of Previous Consolidated Accounting Period decreased by 27,871 Millions of yen).
This was mainly due to the acquisition of shares of subsidiaries resulting in change in scope of consolidation.

(Cash flows from financing avtivities)
Net cash provided by financing activities was 61,531 Millions of yen (a decrease of 1,132 Millions of yen for End of Previous Consolidated Accounting
Period). This was mainly due to an increase in borrowings.

- 21 -

④ Production, Orders and Sales Resultsa)Net sales Results
Current Consolidated Fiscal Year
(From April 1, 2022
To: 31-Mar in 2023)

Segment nameReal Estate Business (Millions of yen)

Year on year (%)

139,110

111.9

Energy Business (Millions of yen)

9,045

26.4

Asset Management Business (Millions of yen)

1,096

83.4

Reportable segments Total (Millions of yen)

149,253

93.4

4,219

145.7

153,472

94.3

Other (Millions of yen)
Total (Millions of yen)
(NOTE)Inter-segment transactions are eliminated.

b)Units under contract during the period

Segment name

End of Previous Consolidated Accounting Period(April 1, 2021
31 March, 2022)
Amount (Millions of
yen)

Units

Current Consolidated Fiscal Year
(From April 1, 2022
To: 31-Mar in 2023)

Year on year (%)

Amount (Millions of
yen)

Units

Real Estate Business

2,753

133,002

2,666

144,942

109.0

Total

2,753

133,002

2,666

144,942109.0c)Contract Balance

Segment name

End of End of Previous Consolidated Accounting
Period(As of 31 March, 2022)
Amount (Millions of
yen)

Units

End of the consolidated financial year
(As of 31-Mar 2023)

Year on year (%)

Amount (Millions of
yen)

Units

Real Estate Business

1,403

61,122

1,756

83,122

136.0

Total

1,403

61,122

1,756

83,122136.0- 22 -

(2) Details of analyzing and examining the status of operating results, etc. from the management's perspective
The following is a summary of Details of management's assessment and analysis of the Group's operating results.
The forward-looking statements contained in this report are based on judgments made as of the end of the fiscal year under review.
① Recognition, Analysis, and Examination of Operating Results for the Fiscal Year under Review Details
In Real Estate Business business, which is our core business, we delivered 1861 condominium units (including JV' interests) in the fiscal year under review.
This reflected the continuing strong appetite for purchasing of properties near train stations in central Tokyo and properties that are compatible with remote workin response to changes in customer values amid a prolonged downturn in the condominium business. In Energy Business, we have shifted from a flow-based
business model in which we develop and sell power generation facilities to a recurring revenue-based business model in which we own power generation facilities
and generate ongoing earnings from electricity sales through a tender offer for Takara Leben Infrastructure Fund Inc.'s Investment units. In the fiscal year ended
March 2030, we intend to grow Real Estate Business and Energy Business in EBITDA at a ratio of 1:1.
Factors that may have a significant impact on the Group's operating results include the market environment in the external environment. In the internal
environment, we are paying particular attention to the dependence on borrowings. Real Estate Business business, which is our core business, is based onborrowings. Therefore, we have set numerical targets as 1 of our key management indicators regarding the dependency on borrowings in order to ensure stablebusiness growth while securing appropriate equity capital. With regard to this target, in view of the fact that borrowings increased due to Takara Leben
Infrastructure Fund Inc.'s tender offer for Investment units, LTV target was revised on May 15, 2023, and it is set at less than 65% in principle. LTV at the end of
the fiscal year under review was 66.6%.
With regard to our Group's capital resources and fund liquidity, our Group's core business, Real Estate Business, procures a portion of the land acquisition andconstruction funds from borrowings from financial institutions and other sources. In addition, the Company has entered into commitment line agreements withmajor banks and other parties, which allow for prompt funding. While borrowings have been increasing in recent years due to the expansion of our businessdomains and the growth of our investment business, we believe that we will be able to secure stable funding by establishing an investment recovery cycle,
improving our Equity ratio, and building an appropriate portfolio.

② Critical accounting estimates and the assumptions used in those estimates
Accounting estimates used in the preparation of the consolidated financial statements and the assumptions used in these estimates that are significant aredescribed in "(1) Notes to the Consolidated Financial Statements (Significant Accounting Estimates)" under "Item 5. Accounting 1. Consolidated Financial
Statements, etc."(3)Factors with a significant impact on management performance
Our mainstay Real Estate Business tends to be influenced by buyer sentiment and supplier trends. Purchaser confidence is affected by factors such as economic
trends, interest rate trends, housing tax, consumption tax, and land price trends. In addition, supplier supply trends are susceptible to changes in the outsourcing
prices of Land suppliers, general contractors and other subcontractors, the failure of subcontractors, and financial trends. Therefore, any changes in these trends
could have a material impact on operating results.

5[Significant Management Contracts](Company Split in Accordance with Transition to a Holding Company Structure)
At Board of Directors held on May 30, 2022, we resolved to enter into an absorption-type company split agreement whereby we will be spun-off and our 100%
owned subsidiary, Takara Leben West Japan Co., Ltd., will be the successor company. On the same date, we concluded an absorption-type company split agreement,
conducted an absorption-type company split with October 1, 2022, and transitioned to a holding company structure.
On the same date, our name was changed to MIRARTH HOLDINGS, Inc. and the name of Takara Leben West Japan Co., Ltd. was changed to Takara Leben Co.,Ltd..
For more information, please refer to "Item 5: Accounting, 1. Consolidated Financial Statements, (1) Notes to Consolidated Financial Statements, (Business
Combinations, etc.)."6[R&D Activities]
Not applicable.

- 23 -

III. [Status of Facilities]
1[Overview of Capital Expenditures]
During the fiscal year under review, the total amount of capital expenditures was 20,837 Millions of yen, and the main items included the acquisition of 20,769
Millions of yen of business assets and Other 67 Millions of yen.

2[Status of Major Facilities]
The major facilities of our group are as follows.
(1) Submitting Company
As of March 31, 2023
Book value (Millions of yen)
Site name(Location)

Segment
Name

Details of facilities

Real EstateBusiness

Rental condominiums,
etc.
(Itabashi-ku, Tokyo, etc.)

Real EstateBusiness

Condominiums forrent, rental stores,
and offices

EnergyMega solar facility

Mega solar facility(Shiojiri-shi, Nagano, etc.)

240

1

(-)

-

295

537

9

7,517

14

22,889(65,245.32)

-

3,021

33,443

-

17

3,848

529
(302,552.09)

-

17

4,414

-

General business

Head Office(Chiyoda-ku, Tokyo)

Number of
employees(People)Buildings andbuildings
Structures

Machinery andequipment
Vehicles andvehiclesfacility

Business

Land(Area ㎡)

Lease
Assets

Other

Total

(NOTE)1. Of the book value, "Other" mainly consists of construction-in-progress.
2.Figures in parentheses in the number of employees column are the annual average number of temporary employees (equivalent to 8 hours a day per employee).

(2) Domestic subsidiaries
As of March 31, 2023

Site name(Location)

Company Name

Segment nameBook value (Millions of yen)

Details offacilities

Buildings andstructures

Machinery andequipment

LeasedassetsLand(Area ㎡)

Other

Number of
employees(People)Total

Takara Leben Co., Ltd.

Head Office(Chiyoda-ku, Tokyo)

Real EstateBusiness

Generalbusinessfacility

-

-

(-)

-

-

-

484
(7)

Leben Community Co.,Ltd.

Head Office(Chiyoda-ku, Tokyo)

Real EstateBusiness

Generalbusinessfacility

83

0

(-)

-

144

228

435
(84)

Leben Home Build Co.,Ltd.

Head Office(Yokohama, Kanagawa)

Real EstateBusiness

Generalbusinessfacility

21

-

(-)

-

11

33

111
(2)

Takara Leben Realnet
Co., Ltd.

Head Office(Chuo-ku, Tokyo)

Real EstateBusiness

Generalbusinessfacility

14

-

(-)

-

5

19

45
(3)

Leben Zestock Co., Ltd.

Head Office(Chiyoda-ku, Tokyo)

Real EstateBusiness

Generalbusinessfacility

13

-

(-)

-

5

19

24

Leben Trust Co., Ltd.

Head Office(Yokohama, Kanagawa)

Real EstateBusiness

Generalbusinessfacility

26

-

(-)

-

6

32

67
(7)

Leben Clean Energy Co., Head OfficeLtd.
(Shinjuku-ku, Tokyo)

GeneralEnergy Business businessfacility

26

0

(-)

-

24

51

89

Takara AssetManagement Co., Ltd.

Head Office(Chiyoda-ku, Tokyo)

AssetManagement
Business

Generalbusinessfacility

6

-

(-)

-

2

8

17
(1)

Takara PAG Real Estate
Head Office
Advisory Ltd.
(Minato-ku, Tokyo)

AssetManagement
Business

Generalbusinessfacility

13

-

(-)

0

1

15

12

Energy Business

Mega solar
facility

4,964

43,563

8,693(2,238,536.45)

-

4,784

68,753-

Green Energy LLC, etc.

Mega solar
Facilities(Nasu-gun, Tochigi, etc.)(NOTE)1. Of the book value, "Other" mainly consists of tools, furniture and fixtures, construction in progress, software, etc.
2. Figures in parentheses in the number of employees column are the annual average number of temporary employees (equivalent to 8 hours a day per employee).

(3) Foreign subsidiaries
This information is omitted because it is not material.

- 24 -

3[Plans for new construction, retirement, etc. of facilities](1) Construction of major facilities
Not applicable.
(2) Disposal of major facilities
Not applicable.

- 25 -

IV. [Status of the Company to be Submitted]
1[Status of Shares](1)[Total Number of Shares]①[Total number of shares]
Type

Number of authorized shares (shares)

Common stock

248,000,000
Total

248,000,000②[Issued shares]Type

As of the end of the fiscal year
Issuance (Shares)(2023 31-Mar)

Number of shares issued as of thefiling date (shares)(June 23, 2023)

Common stock

121,000,000

121,000,000

Total

121,000,000

121,000,000- 26 -

Stock exchange on which thecompany is listed

Tokyo Stock Exchange
Prime market-

Details

The number of shares constituting 1
unit is 100 shares, which is thestandard for us with no limitation on
the content of rights.
-

(2)[Status of Subscription rights to shares and Others]①[Details of stock option plan]
Subscription rights to shares issued in accordance with the Companies Act are as follows:
1. 1st Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

June 22, 2012
Directors 7

Category and number of grantees (persons)

Our Executive Officers 1

Number of Subscription rights to shares (units)*

76

Class of shares, Details and numbers (Shares) that are the objectives of Subscription

Common stock 30.4 thousand (NOTE)1rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From July 10, 2012 to July 9, 2052

Issue price of shares issued upon exercise of Subscription rights to shares and amountIssue price 51,700

capitalized (Yen) *Amount included in capital 25,850 (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event we merge or split after the date of allotment of Subscription rights to shares, or in the event of allotment of shares without
contribution, Other in the event it is necessary to adjust the number of granted shares in accordance with the foregoing, the number of granted shares shall beappropriately adjusted to the extent reasonable. Provided, however, that adjustments in this paragraph shall be made only for the number of shares ofSubscription rights to shares that are not exercised at that time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① 1. Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the
day following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us
and our Subsidiaries and associates; the same shall apply hereinafter).
2. 1. Notwithstanding the foregoing, Subscription rights to shares shall not exercise Subscription rights to shares allocated to Subscription rights to sharesin any of the following cases:(i)Subscription rights to shares In the event Subscription rights to shares loses the position of both the directors and Executive Officers of our group by
reason of any reason other than the death of the person (excluding the cases of resignation, etc. stipulated below, within 3 years from the date ofallotment) and 10 days have passed from the day following the date of loss.
(ii)In the event that, within 3 years from the date of allotment of Subscription rights to shares, any of the directors and Executive Officers of the Group islost by Subscription rights to shares due to resignation or retirement for personal reasons, or dismissal or disciplinary action by a Ordinary General
Meeting of Shareholders resolution or Board of Directors resolution of our Group.

- 27 -

② In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.
6.On July 1, 2013, Common stock 1 Shares was split into 4 Shares. Accordingly, the number of shares targeted by Subscription rights to shares is adjusted from 100
Shares to 400 Shares per unit.

- 28 -

2. Second Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

April 8, 2013
Directors 7

Category and number of grantees (persons)Executive Officers 1

Number of Subscription rights to shares (units)*

70

Class of shares, Details and numbers (Shares) that are the objectives of Subscription

Common stock 28 thousand (NOTE)1rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From May 15, 2013 to May 14, 2053

Issue price of shares issued upon exercise of Subscription rights to shares and amountIssue price 123,100

capitalized (Yen) *Amount included in capital 61,550 (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event we merge or split after the date of allotment of Subscription rights to shares, or in the event of allotment of shares without
contribution, Other in the event it is necessary to adjust the number of granted shares in accordance with the foregoing, the number of granted shares shall beappropriately adjusted to the extent reasonable. Provided, however, that adjustments in this paragraph shall be made only for the number of shares ofSubscription rights to shares that are not exercised at that time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① 1. Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the
day following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us
and our Subsidiaries and associates; the same shall apply hereinafter).
2. 1. Notwithstanding the foregoing, Subscription rights to shares shall not exercise Subscription rights to shares allocated to Subscription rights to sharesin any of the following cases:(i)Subscription rights to shares In the event Subscription rights to shares loses the position of both the directors and Executive Officers of our group by
reason of any reason other than the death of the person (excluding the cases of resignation, etc. stipulated below, within 3 years from the date ofallotment) and 10 days have passed from the day following the date of loss.
(ii)In the event that, within 3 years from the date of allotment of Subscription rights to shares, any of the directors and Executive Officers of the Group islost by Subscription rights to shares due to resignation or retirement for personal reasons, or dismissal or disciplinary action by a Ordinary General
Meeting of Shareholders resolution or Board of Directors resolution of our Group.

- 29 -

② In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.
6.On July 1, 2013, Common stock 1 Shares was split into 4 Shares. Accordingly, the number of shares targeted by Subscription rights to shares is adjusted from 100
Shares to 400 Shares per unit.

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3. Third Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

April 11, 2014
Directors 7

Category and number of grantees (persons)Executive Officers 2

Number of Subscription rights to shares (units)*

69

Class of shares, Details and numbers (Shares) that are the objectives of Subscription

Common stock 27.6 thousand (NOTE)1rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From May 2014, 2014 to May 13, 2054

Issue price of shares issued upon exercise of Subscription rights to shares and amountIssue price 74,800

capitalized (Yen) *Amount included in capital 37.4 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event we merge or split after the date of allotment of Subscription rights to shares, or in the event of allotment of shares without
contribution, Other in the event it is necessary to adjust the number of granted shares in accordance with the foregoing, the number of granted shares shall beappropriately adjusted to the extent reasonable. Provided, however, that adjustments in this paragraph shall be made only for the number of shares ofSubscription rights to shares that are not exercised at that time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① 1. Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the
day following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us
and our Subsidiaries and associates; the same shall apply hereinafter).
2. 1. Notwithstanding the foregoing, Subscription rights to shares shall not exercise Subscription rights to shares allocated to Subscription rights to sharesin any of the following cases:(i)Subscription rights to shares In the event Subscription rights to shares loses the position of both the directors and Executive Officers of our group by
reason of any reason other than the death of the person (excluding the cases of resignation, etc. stipulated below, within 3 years from the date ofallotment) and 10 days have passed from the day following the date of loss.
(ii)In the event that, within 3 years from the date of allotment of Subscription rights to shares, any of the directors and Executive Officers of the Group islost by Subscription rights to shares due to resignation or retirement for personal reasons, or dismissal or disciplinary action by a Ordinary General
Meeting of Shareholders resolution or Board of Directors resolution of our Group.

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② In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

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4. 4th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

June 24, 2015
Directors 7

Category and number of grantees (persons)Executive Officers 3

Number of Subscription rights to shares (units)*

80

Class of shares, Details and numbers (Shares) that are the objectives of Subscription

Common stock 32 thousand (NOTE)1rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From July 2015, 2015 to July 14, 2055

Issue price of shares issued upon exercise of Subscription rights to shares and amountIssue price 189,200

capitalized (Yen) *Amount included in capital 94.6 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event we merge or split after the date of allotment of Subscription rights to shares, or in the event of allotment of shares without
contribution, Other in the event it is necessary to adjust the number of granted shares in accordance with the foregoing, the number of granted shares shall beappropriately adjusted to the extent reasonable. Provided, however, that adjustments in this paragraph shall be made only for the number of shares ofSubscription rights to shares that are not exercised at that time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① 1. Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the
day following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us
and our Subsidiaries and associates; the same shall apply hereinafter).
2. 1. Notwithstanding the foregoing, Subscription rights to shares shall not exercise Subscription rights to shares allocated to Subscription rights to sharesin any of the following cases:(i)Subscription rights to shares In the event Subscription rights to shares loses the position of both the directors and Executive Officers of our group by
reason of any reason other than the death of the person (excluding the cases of resignation, etc. stipulated below, within 3 years from the date ofallotment) and 10 days have passed from the day following the date of loss.
(ii)In the event that, within 3 years from the date of allotment of Subscription rights to shares, any of the directors and Executive Officers of the Group islost by Subscription rights to shares due to resignation or retirement for personal reasons, or dismissal or disciplinary action by a Ordinary General
Meeting of Shareholders resolution or Board of Directors resolution of our Group.

- 33 -

② In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

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5. 5th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

April 11, 2016
Directors 7

Category and number of grantees (persons)Executive Officers 2

Number of Subscription rights to shares (units)*

80

Class of shares, Details and numbers (Shares) that are the objectives of Subscription

Common stock 32 thousand (NOTE)1rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From May 11, 2016 to May 10, 2056

Issue price of shares issued upon exercise of Subscription rights to shares and amountIssue price 192,400

capitalized (Yen) *Amount included in capital 96.2 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event we merge or split after the date of allotment of Subscription rights to shares, or in the event of allotment of shares without
contribution, Other in the event it is necessary to adjust the number of granted shares in accordance with the foregoing, the number of granted shares shall beappropriately adjusted to the extent reasonable. Provided, however, that adjustments in this paragraph shall be made only for the number of shares ofSubscription rights to shares that are not exercised at that time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① 1. Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the
day following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us
and our Subsidiaries and associates; the same shall apply hereinafter).
2. 1. Notwithstanding the foregoing, Subscription rights to shares shall not exercise Subscription rights to shares allocated to Subscription rights to sharesin any of the following cases:(i)Subscription rights to shares In the event Subscription rights to shares loses the position of both the directors and Executive Officers of our group by
reason of any reason other than the death of the person (excluding the cases of resignation, etc. stipulated below, within 3 years from the date ofallotment) and 10 days have passed from the day following the date of loss.
(ii)In the event that, within 3 years from the date of allotment of Subscription rights to shares, any of the directors and Executive Officers of the Group islost by Subscription rights to shares due to resignation or retirement for personal reasons, or dismissal or disciplinary action by a Ordinary General
Meeting of Shareholders resolution or Board of Directors resolution of our Group.

- 35 -

② In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

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6. 6th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

June 27, 2017
Directors 6

Category and number of grantees (persons)Executive Officers 5

Number of Subscription rights to shares (units)*

190

Class of shares, Details and numbers (Shares) that are the objectives of Subscription
rights to shares *Common stock 76 thousand (NOTE)1

Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From July 12, 2017 to July 11, 2057

For shares issued upon the exercise of Subscription rights to shares

Issue price 126,800

Issue price and amount designated as capital (Yen) *Amount included in capital 63.4 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event we merge or split after the date of allotment of Subscription rights to shares, or in the event of allotment of shares without
contribution, Other in the event it is necessary to adjust the number of granted shares in accordance with the foregoing, the number of granted shares shall beappropriately adjusted to the extent reasonable. Provided, however, that adjustments in this paragraph shall be made only for the number of shares ofSubscription rights to shares that are not exercised at that time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the day
following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us and ourSubsidiaries and associates; the same shall apply hereinafter).
② Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been allocated falls
under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event of the loss of any of the positions of directors and Executive Officers of our group due to retirement due to their own discretion within 3
years from the date of Subscription rights to shares allocation, etc. (excluding retirement due to expiration of term of office, retirement or retirement
due to the convenience of our group)
4. In the event that any of the positions of directors or Executive Officers of our group is lost by Ordinary General Meeting of Shareholders resolution or
by dismissal or disciplinary action based on Board of Directors resolution, or that it is reasonably accepted that it is not appropriate to have our
Subscription rights to shares exercised by our Board of Directors.
5. When the Subject Person requests to waive his/her rights- 37 -

② In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

- 38 -

7. Seventh Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

August 2, 2018
Directors 7

Category and number of grantees (persons)Executive Officer 7

Number of Subscription rights to shares (units)*

210

Class of shares, Details and numbers (Shares) that are the objectives of Subscription
rights to shares *Common stock 84 thousand (NOTE)1

Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From August 29, 2018 to August 28, 2058

For shares issued upon the exercise of Subscription rights to shares

Issue price 101,600

Issue price and amount designated as capital (Yen) *Amount included in capital 50.8 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without contribution, Other in theevent that an adjustment in the number of granted shares is required in accordance with the foregoing, the number of granted shares shall be appropriately
adjusted to the extent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares that are not exercised atthat time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the day
following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us and ourSubsidiaries and associates; the same shall apply hereinafter).
② Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been allocated falls
under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event of the loss of any of the positions of directors and Executive Officers of our group due to retirement due to their own discretion within 1
year from the date of Subscription rights to shares allocation, etc. (excluding retirement due to expiration of term of office, retirement or retirement
due to the convenience of our group)
4. In the event that any of the positions of directors or Executive Officers of our group is lost by Ordinary General Meeting of Shareholders resolution or
by dismissal or disciplinary action based on Board of Directors resolution, or that it is reasonably accepted that it is not appropriate to have our
Subscription rights to shares exercised by our Board of Directors.
5. When the Subject Person requests to waive his/her rights- 39 -

③ In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

- 40 -

8. 8th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

July 1, 2019
Directors 7

Category and number of grantees (persons)Executive Officers 6

Number of Subscription rights to shares (units)*

210

Class of shares, Details and numbers (Shares) that are the objectives of Subscription
rights to shares *Common stock 84 thousand (NOTE)1

Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From July 31, 2019 to July 30, 2059

Issue price of shares issued upon exercise of Subscription rights to shares and amountcapitalized (Yen) *Issue price 116,400
Amount included in capital 58.2 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without contribution, Other in theevent that an adjustment in the number of granted shares is required in accordance with the foregoing, the number of granted shares shall be appropriately
adjusted to the extent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares that are not exercised atthat time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the day
following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us and ourSubsidiaries and associates; the same shall apply hereinafter).
② Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been allocated falls
under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event of the loss of any of the positions of directors and Executive Officers of our group due to retirement due to their own discretion within 1
year from the date of Subscription rights to shares allocation, etc. (excluding retirement due to expiration of term of office, retirement or retirement
due to the convenience of our group)
4. In the event that any of the positions of directors or Executive Officers of our group is lost by Ordinary General Meeting of Shareholders resolution or
by dismissal or disciplinary action based on Board of Directors resolution, or that it is reasonably accepted that it is not appropriate to have our
Subscription rights to shares exercised by our Board of Directors.
5. When the Subject Person requests to waive his/her rights- 41 -

③ In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

- 42 -

9. 9th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

July 13, 2020
Directors 7

Category and number of grantees (persons)Executive Officers 5

Number of Subscription rights to shares (units)*

299

Class of shares, Details and numbers (Shares) that are the objectives of Subscription
rights to shares *Common stock 119.6 thousand (NOTE)1

Payment amount at exercise of Subscription rights to shares (Yen) *400(N.B.) 2

Strike term of Subscription rights to shares *From August 2, 2020 to August 1, 2060

Issue price of shares issued upon exercise of Subscription rights to shares and amountcapitalized (Yen) *Issue price 91,600
Amount included in capital 45.8 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 400 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without contribution, Other in theevent that an adjustment in the number of granted shares is required in accordance with the foregoing, the number of granted shares shall be appropriately
adjusted to the extent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares that are not exercised atthat time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the day
following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us and ourSubsidiaries and associates; the same shall apply hereinafter).
② Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been allocated falls
under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event of the loss of any of the positions of directors and Executive Officers of our group due to retirement due to their own discretion within 1
year from the date of Subscription rights to shares allocation, etc. (excluding retirement due to expiration of term of office, retirement or retirement
due to the convenience of our group)
4. In the event that any of the positions of directors or Executive Officers of our group is lost by Ordinary General Meeting of Shareholders resolution or
by dismissal or disciplinary action based on Board of Directors resolution, or that it is reasonably accepted that it is not appropriate to have our
Subscription rights to shares exercised by our Board of Directors.
5. When the Subject Person requests to waive his/her rights- 43 -

③ In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

- 44 -

10. 10th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

July 12, 2021
Directors 7

Category and number of grantees (persons)Executive Officers 4

Number of Subscription rights to shares (units)*

1,352

Class of shares, Details and numbers (Shares) that are the objectives of Subscription
rights to shares *Common stock 135.2 thousand (NOTE)1

Payment amount at exercise of Subscription rights to shares (Yen) *100(N.B.) 2

Strike term of Subscription rights to shares *From August 1, 2021 to July 31, 2061

Issue price of shares issued upon exercise of Subscription rights to shares and amountcapitalized (Yen) *Issue price 24,200
Amount included in capital 12.1 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 100 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without contribution, Other in theevent the number of granted shares needs to be adjusted in accordance with these provisions, the number of granted shares shall be appropriately adjusted to theextent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares that are not exercised atthat time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the day
following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us and ourSubsidiaries and associates; the same shall apply hereinafter).
② Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been allocated falls
under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event of the loss of any of the positions of directors and Executive Officers of our group due to retirement due to their own discretion within 1
year from the date of Subscription rights to shares allocation, etc. (excluding retirement due to expiration of term of office, retirement or retirement
due to the convenience of our group)
4. In the event that any of the positions of directors or Executive Officers of our group is lost by Ordinary General Meeting of Shareholders resolution or
by dismissal or disciplinary action based on Board of Directors resolution, or that it is reasonably accepted that it is not appropriate to have our
Subscription rights to shares exercised by our Board of Directors.
5. When the Subject Person requests to waive his/her rights- 45 -

③ In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.

- 46 -

11. 11th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

29-Jul-22
Directors 7

Category and number of grantees (persons)Executive Officer 7

Number of Subscription rights to shares (units)*

1,637

Class of shares, Details and numbers (Shares) that are the objectives of Subscription
rights to shares *Common stock 163.7 thousand (NOTE)1

Payment amount at exercise of Subscription rights to shares (Yen) *100(N.B.) 2

Strike term of Subscription rights to shares *From August 24, 2022 to August 23, 2062

For shares issued upon the exercise of Subscription rights to shares

Issue price 26,200

Issue price and amount designated as capital (Yen) *Amount included in capital 13.1 thousand (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be approved by

Matters concerning transfer of Subscription rights to shares *the Board of Directors.

Issues related to the issuance of Subscription rights to shares associated with

(NOTE)5

reorganization activities*※ Details at the end of the fiscal year (2023 31-Mar) is presented. As Details to be stated as of the end of the month prior to the submission date (May 31, 2023) isunchanged from Details as of the end of the current fiscal year, information pertaining to the end of the month prior to the submission date has been omitted.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription rights to shares(hereinafter referred to as "granted shares") shall be 100 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, the number of granted
shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without contribution, Other in theevent the number of granted shares needs to be adjusted in accordance with these provisions, the number of granted shares shall be appropriately adjusted to theextent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares that are not exercised atthat time as the object of Subscription rights to shares.
2.The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 Shares Per share of shares that may be delivered upon theexercise of Subscription rights to shares 1 yen, multiplied by the total number of granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be 1-half of theamount of the limit of increase in Capital stock, etc., calculated in accordance with the provisions of Article 17-1 of the Company Accounting Rules, andany fraction less than 1 yen resulting from the calculation shall be rounded up.
② The amount of Legal capital surplus to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shall be theamount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the maximum amount of Capitalstock to be increased as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares Person on or after the day
following the date on which the relevant Person has lost the position of both the directors and Executive Officers of our Group (which means us and ourSubsidiaries and associates; the same shall apply hereinafter).
② Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been allocated falls
under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event of the loss of any of the positions of directors and Executive Officers of our group due to retirement due to their own discretion within 1
year from the date of Subscription rights to shares allocation, etc. (excluding retirement due to expiration of term of office, retirement or retirement
due to the convenience of our group)
4. In the event that any of the positions of directors or Executive Officers of our group is lost by Ordinary General Meeting of Shareholders resolution or
by dismissal or disciplinary action based on Board of Directors resolution, or that it is reasonably accepted that it is not appropriate to have our
Subscription rights to shares exercised by our Board of Directors.
5. When the Subject Person requests to waive his/her rights- 47 -

③ In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the "heir") shall beentitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that a person who is deemed to havecommitted a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later than the last day ofthe exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5.In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, an incorporation-type demerger (limited to the casewhere each of us becomes a split company), or a share exchange (limited to the case where each of us becomes a wholly-owned subsidiary) (hereinaftercollectively referred to as "organizational restructuring"), the effective date of the merger (the date of incorporation of the Kabushiki-Kaisha which isincorporated by the consolidation with regard to the consolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of theparent corporation which is incorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafterreferred to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafter referred to as
the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights to subscribe for new shares shallbe delivered in accordance with the following conditions: In such cases, the remaining Subscription rights to shares shall be extinguished and Subscription
rights to shares of the Restructured Companies shall be newly delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement, incorporation-typedemerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the Restructured Company shall be delivered inaccordance with the following terms:① Number of Subscription rights to shares of Reorganized Companies to be Delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
② Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number of restructured company
Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined in accordance with 1 above after taking into
consideration the terms of the restructuring and other factors.
③ Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amount obtained by multiplying thepost-realignment exercise price stipulated below by the number of shares subject to the respective Subscription rights to shares. The exercise price after the
reorganization shall be 1 yen as the amount of 1 Shares Per share of shares of the reorganized companies that can be delivered by exercising Subscription
rights to shares to be delivered.
④ Matters pertaining to obtaining Subscription rights to shares
In the event that an Absorption-type Merger Agreement, Incorporation-type Merger Agreement, Absorption-type Company Split Agreement,
Incorporation-type Company Split Plan, or Share Exchange Agreement or Share Transfer Plan in which we become a wholly owned subsidiary is approvedin our Ordinary General Meeting of Shareholders (our Board of Directors if the approval of Ordinary General Meeting of Shareholders is not required), a
Subscription rights to shares not exercised as of the same date may be acquired without charge as of the date separately determined by our Board of
Directors.
⑤ Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured Company.
⑥ Matters concerning the increasing Capital stock and Legal capital surplus in cases where shares are issued upon the exercise of Subscription rights to shares
Determine in accordance with 3 above.
②[Details of rights plan]
Not applicable.
③[Status of Other's Subscription rights to shares, etc.]
Not applicable.
(3)[Exercise Status of Bonds with Subscription rights to shares with Exercise Price Adjustment, etc.]
Not applicable.

- 48 -

(4)[Trends in Number of issued shares and Capital stock]
Issued shares
Total number
increase/decrease(Shares)

Date

March 22, 2019

△3,000,000(NOTE)

Issued shares
Total balance(Shares)

Change in capitalstock (Millions ofyen)

Balance of capitalstock (Millions of
yen)

-

4,819

121,000,000

Legal capitalsurplus
Change(Millions of yen)

Legal capitalsurplus
Balance(Millions of yen)
-

4,817

(NOTE)Decreased due to cancellation of Treasury stock.
(5)[Breakdown of Shareholders]
As of March 31, 2023
Status of shares (100 Shares per unit)
Category

Number of shareholders
Number of shares held
(unit)
Percentage (%) of shares
held

Government
andMunicipalitiesFinancial
institutions

Financial
instruments
firms

Other
Corporation

-

22

30

-

191,610-15.85

Foreign Juridical Person,
etc.

Individuals
Other

Shares lessthan 1 unit
Status(Shares)

Total

Other than
individuals

Individuals

218

106

130

53,48753,993-22,007

284,828

159,381641

550,866

1,209,333

66,700

1.82

23.55

13.18

0.05

45.55

100

-

(NOTE)1. 11,192,607 Shares of Treasury stock is included in "Individuals and Other" and 111,926 units and 7 Shares are included in "Shares less than 1 unit Status."
2.The column of "Other corporations" includes 16 units of shares in the name of the Japan Securities Depository Center.

- 49 -

(6)[Status of Major Shareholders]
As of March 31, 2023
Number of shares
held(Thousands ofShares)Percentage of the number ofshares held to the total
number of issued shares(excluding Treasury stock)(%)

2-12-4, Nagatacho, Chiyoda-ku, Tokyo

22,133

20.16

The Master Trust Bank of Japan, Ltd. (Trust account)

2-11-3, Hamamatsu-cho, Minato-ku, Tokyo12,128

11.04

Yoshio Murayama

Itabashi-ku, Tokyo

3,500

3.19

Custody Bank of Japan, Ltd. (Trust account)

1-8-12, Harumi, Chuo-ku, Tokyo

3,288

2.99

2,039

1.86

Name / Company Name

General Incorporated Association Murayama AssetManagement

Address

NORTHERN TRUST CO. (AVFC) RE FIDELITY
FUNDS

50 BANK STREET CANARY WHARF LONDON E14(Standing proxy: The Hong Kong and Shanghai Banking

5NT, UK

Corporation Limited, Tokyo Branch Custody Services(3-11-1, Nihonbashi, Chuo-ku, Tokyo)

Department)
Murayama Kikaku Co., Ltd.

4-33-10, Narumasu, Itabashi-ku Tokyo

2,000

1.82

RUDEN HOLDINGS Co., Ltd.

20-1, Sakuragaoka-cho, Shibuya-ku, Tokyo

1,820

1.66

MSIP CLIENT SECURITIES

25 CABOT SQUARE, CANARY WHARF, LONDON(Standing proxy: Morgan Stanley MUFG Securities Co.,

E14 4QA, U.K.

1,743

1.59

Ltd.)

(9-7, Otemachi 1-chome, Chiyoda-ku, Tokyo)
1,461

1.33

1,251

1.14

51,366

46.78

MIRARTH Holdings Business Partner Shareholding
Association
DFA INTL SMALL CAP VALUE PORTFOLIO(Standing proxy: Citibank, N.A. Tokyo Branch)

1-8-2, Marunouchi, Chiyoda-ku, TokyPALISADES

WEST

6300,

BEE

CAVE

BUILDING ONE AUSTIN TX 78746 US

ROAD(6-27-30, Shinjuku, Shinjuku-ku, Tokyo)

Total

-

(NOTE)1. Of the shares held by The Master Trust Bank of Japan, Ltd. (Trust account), the number of shares related to trust business is 12,128,000 Shares.
2. Of the shares held by Custody Bank of Japan, Ltd. (Trust account), the number of shares related to trust business is 3,288,000 Shares.
3. Yoshio Murayama, who was a major shareholder at the end of the previous fiscal year, is no longer a major shareholder as of the end of the current fiscal year.
4. General Incorporated Association Murayama Asset Management, which was not a major shareholder at the end of the previous fiscal year, is a major shareholder
as of the end of the current fiscal year.

- 50 -

(7)[Status of voting rights]①[Issued shares]
As of March 31, 2023
Category

Number of voting rights(units)Number of shares (shares)

Shares without voting rights

-

-

-

-

-

-

-

-

-

11,192,600-

The number of shares constituting 1 unit is 100
shares, which is the standard for us with nolimitation on the content of rights.

109,740,700

1,097,407

66,700-121,000,000

-

-

-

1,097,407-

Shares with limited voting rights (including
treasury shares)
Shares with restricted voting rights (other than
the above)
Shares with full voting rights (including

Commonstock

treasury shares)
Shares with full voting rights (other than the

Commonstock

above)

CommonShares less than 1 unit

stock

Number of issued shares

Details

Voting rights of all shareholders

Same as above
Shares less than 1 unit (100 shares)(NOTE)The column "Shares with full voting rights (other than the above)" includes 1,600 Shares of shares held in the name of the JASDEC. In addition, the "Number ofvoting rights" column includes 16 voting rights of shares with full voting rights held under the name of Japan Securities Depository Center, Inc.
②[Treasury stock, etc.]
As of 31-Mar 2023
Own name
Name of another person
Number of Shares Owned Number of Shares Owned(Shares)(Shares)

Ratio of shares held to total
number of shares issued (%)

Total number ofshares held
(shares)

Owner's Name Title
Or its name

Address of shareholder

MIRARTH Holdings Inc.

Chiyoda-ku, Tokyo
Marunouchi 1-chome No. 8-2

11,192,600-

11,192,600

9.25

Total

-

11,192,600-

11,192,600

9.25

2[Acquisitions of Treasury stock][Class of shares, etc.] Common stock(1)[Acquisitions by resolution of Ordinary General Meeting of Shareholders]
Not applicable.
(2)[Acquisitions by resolution of Board of Directors]
Not applicable.
(3)[Details of items not based on Ordinary General Meeting of Shareholders or Board of Directors resolutions]Not applicable.
(4)[Processing and holding status of acquired Treasury stock]
Current fiscal year
Category

Total value disposed(Yen)

Shares (Shares)
Acquisition for which subscribers were solicited: Treasury

Current term
Total value disposed(Yen)

Shares (Shares)

-

-

-

-

Acquired Treasury stock disposed of by retirement

-

-

-

-

Acquired Treasury stock with respect to mergers, shareexchanges, share grants, and corporate splits

-

-

-

-

756,200

282,062,600--

11,192,607-

11,192,607

-

stock

Other
(Exercise of Subscription rights to shares Rights)
Treasury stock held

(NOTE)The number of Treasury stock held during the period does not include shares acquired or processed from June 1, 2023 through the date of filing of the Securities
Report Statement (June 23, 2023).

- 51 -

3[Dividend Policy]
Returning profits to shareholders is 1 of the most important issues facing the Company. The Company's basic policy is to stably and continuously pay anappropriate dividend in line with business performance, while securing the internal reserves necessary for business development and strengthening the management
base.
In addition, our basic policy is to pay dividends from surplus twice a year, consisting of interim dividends and Term end dividends.
The decision-making body for the dividend of these surpluses is Ordinary General Meeting of Shareholders for Term end dividends and Board of Directors forinterim dividends.
We have stipulated in the Articles of Incorporation that "we may pay interim dividends on September 30 of each year as Record Date by resolution of Board of
Directors."
We have also established the Articles of Incorporation to the effect that "dividends from surplus and other items stipulated in Article 459, Paragraph 1 of theCompanies Act may be stipulated by Board of Directors resolution unless otherwise stipulated by law." In the current fiscal year, we decided to pay dividends toTerm end and to commemorate the 50th anniversary of the dividends by Ordinary General Meeting of Shareholders.
During the fiscal year under review, we shifted to a holding company structure with the aim of establishing a structure that can weather changes in the external
environment with our own corporate strength and clarifying our business responsibilities. In terms of profitability, the Group expects to secure stable profitability inthe future as a result of making a tender offer for Takara Leben Infrastructure Fund Inc. to Investment units and making other changes to its business model thatgenerates stable revenues from the sale of power generation facilities. In this business environment, we plan to pay a dividend that is balanced with retained
earnings for future growth.
Dividends of retained earnings related to the current fiscal year are as follows.
Resolution Date
October 31, 2022
Board of Directors resolution

Total dividends (Millions of yen)

Per share dividends (yen)

437

4.0

1,976

18.0

June 23, 2023
Annual Shareholders' Meeting
resolution- 52 -

4[Status of Corporate Governance](1)[Overview of Corporate Governance]① Basic Policy on Corporate Governance
Our Purpose is defined as " To design sustainable environments for a happier future for both people and our planet." We recognize that dealing with issues
related to sustainability is a key management issue, and based on this recognition, we are not merely pursuing profits. We are also committed to complying
with laws and corporate ethics, fulfilling our social responsibilities as a member of corporate society, and aiming to sustainably increase our corporate value.
To this end, our Group's basic approach to corporate governance is to constantly consider the happiness of all stakeholders, including customers, employees,
business partners, local communities, and shareholders, and to make swift decisions in order to respond flexibly to changes in the business environment. At
the same time, we promote sound corporate activities through thorough compliance and ensure transparency in decision-making.
② Overview of Corporate Governance Structure and Reasons for Adopting the Structurea. Overview of Corporate Governance Structure
In order to ensure appropriate Supervise and Audit of business execution, we have adopted a system that clarifies the management Supervise responsibilities
of directors and the business execution responsibilities of Executive Officers through Supervise by Board of Directors, an Audit system by Audit & Supervisory
Board Members, and a Executive Officers system.
(Board of Directors)
Board of Directors has been given the authority to implement the following key roles and responsibilities: "to show the major direction of corporate strategy,
etc.," "to develop an environment that supports appropriate risk-taking by senior management," and "to conduct highly effective Supervise of management anddirectors from an independent and objective standpoint." Currently, the Board of Directors consists of 6 directors, including 4 Outside Director members. The
Board of Directors is chaired by Kazuichi Shimada, Representative Director, and the Board of Directors is composed of Masashi Yamamoto, Outside Director
Kenji Kawada, Chiaki Tsuji, Keiko Yamahira, and Naohito Yamagishi. The Board of Directors holds Board of Directors once a month in principle andextraordinary Board of Directors meetings as needed to make decisions carefully and promptly.
Attendance by individual directors at Board of Directors is as follows.

Title

Name Title

Attendance Status
Board of Directors

Representative Director

Kazuichi Shimada

19 times/19 times (100%)

Director

Masashi Yamamoto

18 times/19 times (95%)

Outside Director

Kenji Kawada

19 times/19 times (100%)

Outside Director

Chiaki Tsuji

19 times/19 times (100%)

Outside Director

Keiko Yamahira

18 times/19 times (95%)

Outside Director

Naohito Yamagishi

15 times/15 times (100%)(NOTE)Mr. Naohito Yamagishi, Outside Director's attendance at Board of Directors is based on the number of Board of Directors held in Fiscal Year 2022 since his
appointment as 24 June, 2022.
As a concrete Details for Fiscal Year 2022 under Board of Directors, we have established a structure that will enable us to make quicker and more flexible
management decisions, clarify profitability and business responsibilities for each segment, and effectively utilize management resources. In addition, we haveconsidered the transition to a holding company structure in order to further strengthen governance. With October 1, 2022, we have shifted to a pure holding
company structure. In line with this, we have established a basic management policy of "Purpose" and "Values", and are promoting corporate activities basedon the Purpose. In addition, we shared information and exchanged opinions on important management issues between outside directors and between outside
directors and inside directors and Executive Officers, etc. The items discussed in Board of Directors as key management issues are as follows.
・In formulating our management strategy, we conducted Election of managers in HD system to clarify management responsibilities. We are also actively
exchanging views on wage base pay increases as an investment in human resources.
・As part of the implementation of our management strategy, we made appropriate decisions on business execution, such as the sale of existing assets in
preparation for the early transition to a HD structure, and executed investments and loans and debt guarantees, as appropriate, taking into account thefinancial condition of each Group company.
・As a result of Other's assessment of the effectiveness of Board of Directors in the fiscal year ended March 2021, the committee discussed future initiatives
such as enhancing discussions on the Group-wide crisis management system and management strategies, including investment in human capital, as well
as reflecting the views of shareholders and other investors.

- 53 -(Audit & Supervisory Board)
Audit & Supervisory Board is empowered to carry out Audit of the execution of duties by directors and the proper implementation of accounting Audit
from an independent and objective standpoint as its main roles and responsibilities. Audit & Supervisory Board meets once a month, in principle, and currently
consists of 3 full-time Audit & Supervisory Board members: Makoto Endo, Yuuko Miura, and Asami Honma, Non-Executive Audit & Supervisory Board
Member. By making all of them outside Audit & Supervisory Board members, we are ensuring a system for more appropriate Audit, including the status ofBoard of Directors operations and the status of directors' business execution. Please refer to (3) Status of Audit & Supervisory Board Members and Audit &Supervisory Board & Supervisory Board Members ① Status of Audit & Supervisory Board Members' Audit & Supervisory Board Members' Activities forfurther information.
(Other Commission)
Other has established Nomination Committee and Compensation Committee, which are voluntary advisory bodies, with the aim of enhancing the objectivity
and transparency of the decision-making process regarding personnel affairs and remuneration for directors, etc. and further enhancing and strengthening thecorporate governance system. Nomination Committee is composed of Kenji Kawada Outside Director as Chair, Chiaki Tsuji Outside Director, Keiko Yamahira
Outside Director, Naohito Yamagishi Outside Director, and Kazuchi Shimada Representative Director, and Keiko Yamahira Outside Director as Chair, Kenji
Kawada Outside Director, Chiaki Tsuji Outside Director, Naohito Yamagishi Outside Director, and Kazuchi Shimada Representative Director as Compensation
Committee as Outside Director. The attendance by members at Nomination Committee and Compensation Committee is as follows.

Title

Attendance Status

Name Title
Nomination Committee

Compensation Committee

Kenji Kawada

11 times/12 times (92%)

11 times/12 times (92%)

Keiko Yamahira

12 times/12 times (100%)

12 times/12 times (100%)

Outside Director

Chiaki Tsuji

12 times/12 times (100%)

12 times/12 times (100%)

Outside Director

Naohito Yamagishi

8 times/8 times (100%)

8 times/8 times (100%)

Representative Director

Kazuichi Shimada

12 times/12 times (100%)

12 times/12 times (100%)

Outside Director(Nomination Committee Chair)Outside Director(Compensation Committee Chair)(NOTE)Mr. Naohito Yamagishi, Outside Director's attendance at Nomination Committee and Compensation Committee meetings is based on the number of Nomination
Committee and Compensation Committee meetings held in Fiscal Year 2022 since his appointment as 24 June, 2022.
Specific review of Nomination Committee in Fiscal Year 2022 As a Details, the committee considered the development and selection of successors for CEO
and others, and made recommendations to Board of Directors regarding the appointment and dismissal of executives.
As a concrete Details for Fiscal Year 2022 under Compensation Committee, we are continuing to examine the executive compensation system. We havedecided on the compensation of our directors and Executive Officers based on a comprehensive consideration of factors such as business performance, potential
risks, and the degree of progress in the medium-term management plan.
In addition, the Compliance Committee meets once a month in principle, and the Risk Management Committee meets once a quarter in principle. In addition,
the Compliance Committee meets whenever necessary to ensure thorough compliance, assess and manage risks, and the General Manager of the Internal Audit
Office and Audit & Supervisory Board Members of the Group regularly conduct Audit with Subsidiaries and associates, thereby ensuring the appropriatenessof Subsidiaries and associates's operations. The 2 committees are composed of Kazuichi Shimada, Representative Director, as Chair, Director Masashi
Yamamoto, Outside Director Kenji Kawada, Outside Director Chiaki Tsuji, Outside Director Keiko Yamahira, Outside Director Naohito Yamagishi, Makoto
Endo, Full-time Audit & Supervisory Board Member, Yuuko Miura, Full-time Audit & Supervisory Board Member, and Asami Honma, Part-time Audit &Supervisory Board Member.

- 54 -

Attendance of each member at the Compliance Committee and the Risk Management Committee is as follows.

Title

Attendance Status

Name Title

Compliance Committee

Risk Management Committee

Representative Director (Chair)

Kazuichi Shimada

11 times/11 times (100%)

10 times/10 times (100%)

Director

Masashi Yamamoto

9 times/11 times (82%)

8 times/10 times (80%)

Outside Director

Kenji Kawada

10 times/11 times (91%)

9 times/10 times (90%)

Outside Director

Chiaki Tsuji

11 times/11 times (100%)

10 times/10 times (100%)

Outside Director

Keiko Yamahira

11 times/11 times (100%)

10 times/10 times (100%)

Outside Director

Naohito Yamagishi

9 times/9 times (100%)

8 times/8 times (100%)

Makoto Endo

11 times/11 times (100%)

10 times/10 times (100%)

Yuuko Miura

10 times/11 times (91%)

10 times/10 times (100%)

Asami Honma

11 times/11 times (100%)

10 times/10 times (100%)

Standing Audit & Supervisory Board
Members
Standing Audit & Supervisory Board
Members
Part-time Audit(NOTE)Mr. Naohito Yamagishi's attendance at the Compliance Committee and the Risk Management Committee at Outside Director is based on the number of Nomination
Committee and Compensation Committee meetings held in Fiscal Year 2022 since his appointment as 24 June, 2022.
Details of the Compliance Committee's Fiscal Year 2022 deliberation included a review of responses to internal reports, and a review and implementationof various training programs to ensure thorough compliance by directors and employees of the Group.
Details of the Risk Management Committee for Fiscal Year 2022 included a review of systems for preventing the materialization of risks, reducing losses
in the event that risks materialize, and identifying risks that materialize at an early stage. In addition, we have considered unified and cross-sectional risk
response and crisis management in our group, and we have established the Group CRO as the person responsible for these roles.
In addition, the Sustainability Committee meets once a quarter in principle and meets whenever needed to formulate the Group's sustainability policies,
identify and regularly review material issues, determine environmental policies and measures, and make Report to Board of Directors for sustainability
promotion activities. The Sustainability Committee is composed of Kazuichi Shimada, Representative Director, as Chair, Director Masashi Yamamoto, Kenji
Kawada, Outside Director Chiaki Tsuji, Outside Director Keiko Yamahira, and Naohito Yamagishi Outside Director.
Attendance of each member at the Sustainability Committee is as follows.

Title

Name Title

Attendance Status
Sustainability committee

Representative Director (Chair)

Kazuichi Shimada

5 times/5 times (100%)

Director

Masashi Yamamoto

5 times/5 times (100%)

Outside Director

Kenji Kawada

2 times/2 times (100%)

Outside Director

Chiaki Tsuji

2 times/2 times (100%)

Outside Director

Keiko Yamahira

2 times/2 times (100%)

Outside Director

Naohito Yamagishi

2 times/2 times (100%)(NOTE)Attendance of Outside Director Kenji Kawada, Chiaki Tsuji, Keiko Yamahira, and Naohito Yamagishi on the Sustainability Committee is based on the number of
meetings of the Sustainability Committee held in Fiscal Year 2022 since Outside Director became a member of the Committee due to revisions to the Sustainability
Committee Regulations accompanying October 1, 2022.
Details of the Sustainability Committee's Fiscal Year 2022 review included the establishment of KPI on sustainability, monitoring progress, and theformulation of sustainability-related policies, including environmental and human rights policies. In response to climate change, we decided to disclose
calculation data on the environment, and deliberated on measures aimed at reducing greenhouse gas emissions associated with our group's business activities
by 2050% by Fiscal Year 2030 (compared to Fiscal Year 2020) and achieving a net-zero emissions by Fiscal Year 2050.

- 55 -

The corporate governance structure of our group is shown below.

Ordinary General Meeting of Shareholders
Election

Election
Collaboration

AdviseNomination Committee

Board of Directors
AdviseCompensation
Committee

Audit &
Supervisory

Audit(including Outside

Board(Outside

Audit

Directors)

ReportA diElection and Supervise

Collaboration

Audit

Audit

Accounting Auditor

Direction)

Business Divisions

ReportAdministration
i ii

ReportReportReportExecutive Officers

Compliance

Committee

Risk Management

Committee

Collaboration

Sustainability
Committee

Representative
Director

Election

Collaboration

Group Internal Audit Office
ReportReport
Audit

Audit

Audit

Subsidiaries and associates

b. Reasons for adopting this system
We have adopted the above-mentioned system to Supervise and Audit the decision-making and the execution thereof, and to ensure the system that enables
prompt decision-making, while striving to manage risks, ensure thorough compliance and improve internal controls for the entire Group.

③ Other Company Governance Mattersa. Internal Control System
We have established the Internal Control Basic Regulations, which stipulate the basic systems, maintenance, operation, evaluation, and renewal of internal
controls to ensure the appropriateness of the operations of the Company, its consolidated subsidiaries, and equity-method affiliates, as well as the basic mattersand procedures incidental to these.

b. Risk Management Systema)Risk Management System
We have established the Risk Management Regulations to manage the Group's risks and to ensure the sustained improvement of our corporate value.
Based on these regulations, we have established the Risk Management Committee, with the president serving as Chair, to verify and Report all risks related
to overall management, and to discuss or decide on the measures and management to be implemented to avoid or reduce these risks. We are thoroughly
strengthening internal controls and preventing misconduct and compliance-related matters related to overall operations, including financial Report. In orderto develop and continuously improve the Group's risk management system, our Board of Directors appoints a Group CRO (Chief Risk Management Officer)
from among the directors and Executive Officers, and as a subcommittee of the Risk Management Committee, we set up committees such as "Business
Strategy," "Finance," "IT and Administrative Services," and "Compliance." In this way, we make proactive proposals in accordance with individual risk
management. In addition, Details of discussions at the subcommittees are verified by the Risk Management Committee as appropriate based on the Risk
Management Committee Rules, and Report to Board of Directors as Details is made. This structure ensures swift decision-making based on the assumptionthat risks occur.

- 56 -

Our Group's risk management system is shown below.

MIRARTH Holdings Board of Directors
Supervise

ReportSupervise
and advisory

Chair CEO and Secretary-General CRO
ReportCollaboration

SuperviseDirection
Chief Risk Officer (CRO)

ReportDirection
ReportCollaboration(Board of) Auditors

Risk Management Committee

Appointment
andSupervise

Supervise

ReportGroup Legal Department
Collaboration
and advisory<First Line>At each group company
Business Divisions<Second Line>
Individual
Administration

MIRARTH groups
Risk management supervisor

MIRARTH groups
Risk management supervisor<Third Line>
Audit
Internal Audit
Administration Department

Administration Department

Administration Department

Business Divisions

Business Divisions

Business Divisions

OfficeReportb)Countermeasures against Antisocial Forces
Our basic policy is to respond decisively to anti-social forces that threaten the order and safety of society. Under the guidance of our advisory Attorneyat-law, we actively participate in activities to eliminate organized crime In addition, the Company has established a system for anti-social forces in
Collaboration with the relevant police stations and external specialist organizations such as the Adviser Attorney-at-law. In order to prevent damage causedby anti-social forces, the NTA endeavors to gather information by participating in seminars and other events on anti-social forces held by police stations
and relevant organizations in peacetime.
We also ask our business partners to exchange a Memorandum of Understanding on Insulations with Anti-social Forces, or include "Anti-social Forces
Elimination Clauses" in various contract documents in order to thoroughly implement measures to eliminate anti-social forces.
c. Status of Development of Systems to Ensure Appropriateness of Subsidiaries' Operations
In the Regulations Governing Affiliated Companies, we have established a management policy and an organization related to Subsidiaries and associates,
and we have dispatched our directors, Executive Officers and Audit & Supervisory Board members to Subsidiaries and associates and regularly held Reportmeetings to share information and streamline management.
d. Outline of Details of Limited Liability Agreement
We have concluded a contract with a director (excluding those who are executive directors, etc.), an outside Audit & Supervisory Board Member, and a
Accounting Auditor to limit the liability for damages set forth in Article 423, Paragraph 1 of the Companies Act pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act. The maximum amount of liability for damages based on such contract is the minimum amount of liability prescribed bylaws and regulations only when the director (excluding those who are executive directors, etc.), the outside Audit & Supervisory Board Member, andAccounting Auditor are in good faith and have no gross negligence in the performance of their duties that resulted in their liability.

e. Outline of Details of the Officer Liability Insurance Contract concluded with the Officer, etc. as the insured
We have entered into liability insurance contracts with insurance companies for directors, officers, etc. as stipulated in Article 430-3-1 of the Companies Act,with all directors, Audit & Supervisory Board Members, Executive Officers, and employees who conduct administrative Supervise and directions at our
subsidiaries (excluding Takara PAG Real Estate Advisory Ltd.) as insured persons.
A summary of Details of such policies is as follows:- 57 -

・In the event of a company lawsuit, a shareholder representative lawsuit, or a third party lawsuit, the Company will indemnify the insured against any
damages, including compensation for damages and litigation expenses, which are incurred by the insured.
・As a measure to ensure that the appropriateness of the execution of duties by the insured officer is not impaired, the damage caused by the criminal act or
misconduct of the officer shall not be covered.

- 58 -

f. Fixed number of directors
We have stipulated in our Articles of Incorporation that we shall have no more than 15 directors.
g. Resolution Requirements for Election and Dismissal of Directors
The Articles of Incorporation of the Company provide that Election resolutions of directors shall be adopted by a majority of the votes of shareholders
present who hold 1-third or more of the voting rights of all shareholders with voting rights.
In addition, the Articles of Incorporation provide that Election resolutions of Board of Directors shall not be made by cumulative voting.
h. Ordinary General Meeting of Shareholders resolutions that can be resolved by Board of Directors
・Decision-Making Body concerning Dividend from the Surplus, Etc
We have stipulated in the Articles of Incorporation that we may stipulate the matters set forth in each item of Paragraph 1 of Article 459 of the Companies
Act, such as dividends of surplus, by a resolution of Board of Directors without a resolution of Ordinary General Meeting of Shareholders, unless otherwise
stipulated by law. The aim is to flexibly return profits to shareholders by allowing the payment of dividends from surplus, etc. to be determined by a Board of
Directors resolution.
・Interim dividend
We have stipulated in the Articles of Incorporation that interim dividends may be paid by Board of Directors resolution pursuant to Article 454, Paragraph
5 of the Corporation Act. This is to enable flexible return of incomes to shareholders.
・Acquisition of own shares
Pursuant to Paragraph 2 of Article 165 of the Companies Act, we have stipulated in the Articles of Incorporation that we may acquire our own shares by aresolution of Board of Directors. The purpose of this program is to acquire treasury stock through market transactions and other means in order to enable theexecution of flexible capital policies in response to changes in the business environment.
・Exemption from Liability of Directors and Audit & Supervisory Board Members
Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company's Articles of Incorporation provide that the Company may, byresolution of Board of Directors, exempt the directors (including former directors) and Audit directors (including former Audit) from their liabilities withrespect to the acts set forth in Article 423, Paragraph 1 of the Companies Act to the extent permitted by laws and regulations. The purpose of this program is
to create an environment in which directors and Audit & Supervisory Board members can fulfill their expected roles by fully exercising their capabilities when
performing their duties.
i. Extraordinary Resolution Requirements of Ordinary General Meeting of Shareholders
The Articles of Incorporation of the Company stipulate that the special resolution requirements for Ordinary General Meeting of Shareholders set forth inParagraph 2 of Article 309 of the Companies Act shall be adopted by 2-thirds or more of the voting rights of shareholders present who hold 1-third or more of
the shareholders entitled to exercise their voting rights. This is aimed at facilitating the smooth operation of Ordinary General Meeting of Shareholders byeasing the fixed number of extraordinary resolutions in Ordinary General Meeting of Shareholders.

- 59 -

(2)[Status of officers]① Board of Directors
Male 6 Female 3 (Ratio of female directors: 33.3%)
Title

Name Title

Date of birth

Brief History

Term of
OfficeNumber of shares
held(Thousands ofShares)(NOTE)3

939(NOTE)3

135(NOTE)3

11

May 1987 Joined our company
June. 1998 Director and General Manager of Development Dept. of the Company
June. 2000 Managing Director and General Manager of Development Division of theCompany
Head Office Development Department Manager and Construction
Department Manager
June. 2006 Vice President and General Manager of R&D Division of Representative
Director
Representative Director,

April. 2012 Vice President and Chief Operating Officer of Representative Director

Group CEO, Group COO,

(COO)

and President Executive
Officer

Chief Financial Officer (CFO) and General Manager of Corporate
Kazuichi Shimada Born on December 4, 1965

Planning Division
April. 2014 President and Chief Executive Officer (CEO), Chief Operating Officer(COO) and Chief Financial Officer (CFO) of our Representative
Director
April. 2019 President and Chief Executive Officer of our Representative Director(CEO)June. 2019 Representative Director and Chief Executive Officer (CEO) and President,
Executive Officers
October. 2022 Representative Director, Group CEO, Group COO and President,
Executive Officers (to present)
Takara Leben Co., Ltd. Representative Director and CEO, President andExecutive Officers (to present)
April. 2006 General Manager, Ueda Corporate Sales Department, Sumitomo Mitsui
Banking Corporation
April. 2009 General Manager, Kamata Corporate Sales Dept.
April. 2011 General Manager, Sapporo Corporate Sales Dept.
April. 2014 Executive Director, General Manager of Tokyo Metropolitan Corporate
Sales Division, General Manager of Tokyo Higashi Corporate Sales
Division, and General Manager of East Japan Corporate Sales
Division
May 2016 Joined the Company, General Manager of General Affairs Department,
Corporate Planning Division
June. 2017 Director, General Manager of the Corporate Planning Division, General

Director, Group CFO andManager of the Corporate Planning Group, General Manager of theManaging Executive Officer

Human Resources Management, and General Manager of the(in charge of Group FinanceCorporate Planning Department

Dept., Group Accounting
Dept. and Group Corporate

Masashi Yamamoto Born on January 11, 1960

Planning Dept.)

April. 2018 Director, General Manager of Executive Officers Corporate PlanningGroup, General Manager of Corporate Planning Headquarters, andGeneral Manager of Corporate Planning Department
April. 2019 Director, Chief Financial Officer (CFO) and General Manager of Executive
Officers Corporate Planning Division of the Company
April. 2020 Director, Chief Financial Officer (CFO) and Managing Director, Executive
Officers Corporate Planning Division
April. 2021 Director, Chief Financial Officer (CFO) and Managing Director, Executive
Officers Administration Division of the Company
October. 2022 Director, CFO and Managing Director, Executive Officers Corporate
Planning Division
Takara Leben Co., Ltd. Director, CFO and Managing Director, Executive
Officers Corporate Planning Division (to present)
April. 2023 Director, Member of the Board, CFO and Managing Director of the Group
Executive Officers (in charge of Group Finance Dept., GroupAccounting Dept. and Group Corporate Planning Dept.) (to present)
May 2003 President of Resona Holdings Representative Director Co., Ltd
June. 2003 Director, Representative Executive Officer and President

Director

Kenji Kawada

Born on March 29, 1950

June. 2006 President, Representative Director, Saitama Resona Bank, Ltd.
Executive Officer in Charge of Group Strategy Department, Resona
Holdings Inc.
June. 2009 Chairman, Resona Research Institute, Inc.

- 60 -

April. 2011 Executive Director, Fujitsu Research Institute, Limited
January. 2016 Representative of TMA KAWADA OFFICE (current)
April. 2016 Advisor, Fujitsu Research Institute, Limited
June. 2017 PE&HR Corporation Outside Director (current)
June. 2017 Director of the Company (to present)
June. 2018 Outside Audit & Supervisory Board Member, Konishi Co., Ltd
June. 2021 Outside Director (Audit and Supervisory Committee Member) (current)
September. 2022 METRIKA Director, Inc. (current)- 61 -

TitleName Title

Date of birth

Brief History

Term of
OfficeNumber of shares
held(Thousands ofShares)(NOTE)3

12(NOTE)3

-(NOTE)3-Passed the Bar Examination in October 1976
April. 1979 Registered as Tokyo Attorney-at-law Association
Joined Yamamoto Eisei Law Office
October. 1988 Research on the Judicial System in Germany
October. 1990 Certified as German Attorney-at-law (Japanese law)
Partner in Peter Buyer's law office Attorney-at-law
April. 1993 Lecturer, Bunka Women's University (currently Cultural Gakuen
University) (Law and Constitution)
July. 2001 Partner Attorney-at-law, Established Yoshioka-Tsuji General Law Office
April. 2004 Professor, Graduate School of Law, Yamanashi Gakuin University (civil
Director

Chiaki Tsuji

Born on April 29, 1953

faction)April. 2011 Member of Graduate School of Law Certification Evaluation Committee,
University Standards InstituteJune 2017 Yoros Outside Director Co., Ltd. (Audit and Supervisory Committee
Member) (to present)
April. 2018 Visiting Professor, Faculty of Law, Yamanashi Gakuin University
June 2019 Outside Director of KAIHIN CORPORATION (now Hitachi Astemo
Corporation)
July. 2019 Joined KINOL Tokyo. Partner Attorney-at-law (current position)
June. 2021 Director of the Company (to present)
June. 2022 Outside Audit & Supervisory Board Member, Moriroku Holdings Co., Ltd.
(current)
April. 1983 Joined Kubota House Corporation (currently Sanyo Homes Corporation)
April 2010 Executive Officers, Sanyo Homes Co., Ltd.
June. 2011 Director and Managing Executive Officers
June. 2012 Director, SANYO REFORM CO., LTD. (concurrent)
June. 2013 Director and Senior Managing Executive Executive Officers, Sanyo Homes
Co., Ltd.

Director

Keiko Yamahira

Born on November 30,
1960

Director, Sun Advance Co., Ltd. (concurrently)
Director, Sanyo Homes Community Co., Ltd. (concurrent position)
June. 2015 President and Executive Officers, Sanyo Homes Co., Ltd.
April. 2017 Chairman, Representative Director, Sanyo Homes Community Co., Ltd.
June. 2019 Outside Director, Joshin Denki Co., Ltd. (current)
FUJITECH Co., Ltd. Outside Director
June. 2021 Director of the Company (to present)
June. 2022 Outside Director, Shinagawa Refractories Co., Ltd. (current position)
April. 1986 Joined National Policy Agency
April. 1990 Director, Investigation Section 2, Criminal Department, Kagawa
Prefectural Police Headquarters
August. 1991 Chief, Public Security Division 1, Saitama Prefectural Police
Headquarters
August. 1993 Deputy Chief, Transportation Regulation Division, Transportation
Bureau, National Police Agency
August 1994 Assistant to Chief of Road Administration Division, Road Bureau,
Ministry of Construction (currently Ministry of Land, Infrastructure,
Transport and Tourism)
September 1996 Assistant Director, Driving License Section, Traffic Bureau, National
Police Agency
August. 1998 General Manager, Police Department, Nara Prefectural Police

Director

Naohito Yamagishi

Born August 5, 1961

Headquarters
August. 2000 Vice President, Security Department, Hyogo Prefectural Police
Headquarters
August 2002 Director-General, Security Department, National Police Agency
August 2004, with National Police Agency (Cabinet Information Research Office)September. 2006 General Manager, Security Dept., Kanagawa Prefectural Police
Headquarters
August 2008 Counselor, Personnel and Pension Bureau, Ministry of Internal Affairs andCommunications
August. 2010 General Manager, Wakayama Prefectural Police Division
August. 2012 General Manager, Police Department, Kanagawa Prefectural Police
Headquarters
August. 2013 Chief of Driver's License Section, Transportation Bureau, National Police
Agency- 62 -

June. 2014 Deputy General Manager, Imperial Guard Headquarters
February. 2016 Chief, Niigata Prefectural Police Division
March. 2018 Director of International Police Center, National Police Academy, and
Deputy Director-General of the Secretariat of the National Police
Agency (in charge of measures for crime victims)
January. 2019 General Manager, Hokkaido Police Division
Resigned in August 2020
January. 2021 Adviser, Mitsui Sumitomo Insurance Co., Ltd.
June. 2022 Director of the Company (to present)
December. 2022 Counselor, National Association of Road Signs and Marking Dealers
May 2023 (1 company) Senior Executive Director, National Road Signs and Signage
Association (present)
June. 2023 Auditor, UTMS Institute (part-time) (current)- 63 -

TitleName Title

Date of birth

Brief History

Term of
OfficeNumber of shares
held(Thousands ofShares)(NOTE)4-(NOTE)5-(NOTE)4-

April. 1978 Joined The Shoko Chukin Bank (currently The Shoko Chukin Bank)
July. 1999 Branch Manager, Kurume Branch of the same bankJuly. 2001 Inspector, Banko Inspection Department
July. 2003 General Manager, Fund Securities Division, The Bank
March. 2004 General Manager, Treasury Market Operations Office
August. 2006 General Manager, International Department of Safe Bank
August. 2007 Dispatched to Polymatech Co., Ltd.
Standing Audit & Supervisory
Board Members

September 2010 Transferred to Polymatech Co., Ltd.
Makoto Endo

Born September 2, 1955

October. 2011 Managing Director, Shoko Chukin Card Co., Ltd.
June. 2018 Full-time Audit & Supervisory Board Member of the Company (to present)
June. 2018 Leben Zestock Co., Ltd. Audit & Supervisory Board member
June. 2018 Takara Asset Management Co., Ltd. Audit & Supervisory Board member
May 2022 Leben Trust Co., Ltd. Audit & Supervisory Board Member (current position)
October 2022 Takara Leben Co., Ltd. Audit & Supervisory Board Member (current
position)January 2023 Takara Asset Management Co., Ltd. Audit & Supervisory Board Member(current position)
December. 2005 Joined ChuoAoyama Audit Corporation (currently PwC Aarata
Limited Liability Audit Corporation)
Registered as Certified Public Accountant in May 2008
February. 2012 Joined Novartis Pharma 0.0. Corporate Accounting Department
Stadist Audit, Inc., full-time, June 2019
June. 2020 Full-time Audit & Supervisory Board Member of the Company (to present)

Standing Audit & Supervisory
Board Members

October. 2020 Audit & Supervisory Board Member, Nikko Takara Corporation (current
Yuuko Miura

Leben Home Build Co., Ltd.) (current)

Born on March 10, 1984

Takara Leben Realnet Co., Ltd. Audit & Supervisory Board Members
March. 2022 Outside Audit & Supervisory Board Member, Monster Lab Holdings, Inc.
(current)
June 2022 Leben Zestock Co., Ltd. Audit & Supervisory Board Member (current
position)
October 2022 Takara Leben Co., Ltd. Audit & Supervisory Board Member (current
position)
April. 1981 Joined The Saitama Bank, Ltd. (currently Resona Bank, Ltd.)
November 1999 General Manager, Shinsayama Branch, Asahi Bank, Ltd. (currently
Resona Bank, Ltd.)
October. 2001 General Manager, Ikebukuro Branch
March. 2003 General Manager, Sales Department II, Ikebukuro Branch, Resona Bank,
Ltd.
September. 2005 Seconded to Resona Business Service Co., Ltd.
February 2010 General Manager of Loan Support Department for Loans Transferred to
the Company
April. 2015 General Manager, Corporate Planning Department, Executive Officers
April, 2016 Director

Part-time Audit

Asami Honma

Born on January 21, 1959

April. 2017, manned director of the company
June. 2018 Outside Audit & Supervisory Board Member of the Company
April. 2019 Adviser, Resona Business Service Co., Ltd.
June 2019 Full-time Audit & Supervisory Board Member of the Company
October. 2019 Leben Trust Co., Ltd. Audit & Supervisory Board member
May 2020 Takara Leben West Japan Co., Ltd. (currently Takara Leben Co., Ltd.) Audit& Supervisory Board Member (current)
May 2022 Takara Leben Realnet Co., Ltd. Audit & Supervisory Board Member (current
position)
October 2022 Part-time Audit & Supervisory Board Member of the Company (topresent)
June 2023 Leben Community Co., Ltd. Audit & Supervisory Board Member (current
position)
Total

1,097

(NOTE)1. 4 directors are Outside Director: Kenji Kawada, Chiaki Tsuji, Keiko Yamahira, and Naohito Yamagishi.
2 .Audit & Supervisory Board Member Makoto Endo, Yuuko Miura and Asami Honma are 3 outside Audit & Supervisory Board members.
3. The period from the closing of Annual Shareholders' Meeting on June 23, 3.2023 to the closing of Annual Shareholders' Meeting for the final fiscal year
ending within 1 year.

- 64 -

4. This is the period from the closing of Annual Shareholders' Meeting of 24 June, 2022 to the closing of the final Annual Shareholders' Meeting of the fiscal
years ending within 4 years.
5. This is the period from the closing of Annual Shareholders' Meeting held on June 29, 5.2020 to the closing of Annual Shareholders' Meeting on the last of the
fiscal years ending within 4 years.

- 65 -

6. We Election a substitute Audit officer as set forth in Paragraph 3 of Article 329 of the Corporate Law in preparation for a shortfall in the number of Audit
officers stipulated by law. Brief history of Audit & Supervisory Board Member is as follows.
Number of shares
Name Title

Date of birth

Brief History

held(Thousands ofShares)April. 1980 Joined Haruyuki Otsubo Accounting Firm
April. 1984 Joined Nishio Certified Public Accountant Office
Masanori Otsubo

Born October 24, 1957

September. 1986 Established Otsubo Masanori Tax Accountant Office (current position)-

May 2014 Leben Community Co., Ltd. Audit & Supervisory Board Member (current position)
June. 2018 Takara Leben West Japan Co., Ltd. Audit & Supervisory Board Member

7.We have introduced Executive Officers system, and in addition to the above, we have the following 10 Executive Officers.
Executive Officers Shoichi Akisawa
Executive Officers Yoshitaka Tejima
Executive Officers Masahiro Yoshida
Executive Officers Tadayuki Hara
Executive Officers Hiroshi Iwamoto
Executive Officers Mika Takaara
Executive Officers Kentaro Taniguchi
Executive Officers Norihiko Yoshimura
Executive Officers Go Yamaji
Executive Officers Noriyoshi Iseki② Status of Outside Officers
We Election 4 Outside Director members, and all 3 of our Audit & Supervisory Board members are outside Audit & Supervisory Board members.
In addition, we have established independence standards for Election of Outside Director or Outside Audit & Supervisory Board Members. These standards
include the fact that we do not have a personal relationship or business relationship with us, that we satisfy the independence requirements stipulated by Tokyo
Stock Exchange, that there is no risk of conflict of interest with ordinary shareholders, that we have extensive experience and achievements at financial
institutions and other companies, and that we have a wide range of knowledge and views in various specialized fields such as tax, accounting, and legal matters.
Outside Director Kenji Kawada was the former President and Chief Executive Officer of Resona Holdings, Inc., a holding company of Resona Bank, Ltd., 1of our business partners. However, the percentage of our borrowings from the bank to total borrowings is insignificant, and as it has already been more than2010 years since he retired as an executive officer of the bank, we have determined that his independence will not be affected.
There are no personal or business relationships between Other's Outside Director, Outside Audit & Supervisory Board Members and us. The number ofshares of our company owned by each outside officer is described in "(2) Status of officers, ① List of officers."③ Relationship between Supervise or Audit by Outside Director or Outside Audit & Supervisory Board Members and Internal Audit, Audit & Supervisory Board
Members Audit and Accounting Audit, and Relations with Internal Control Divisions
Outside Audit & Supervisory Board Members constantly Audit and Supervise the status of directors' business execution by attending Board of Directors andother important meetings and expressing their views as needed from the standpoint of such meetings. Full-time Audit & Supervisory Board Members are wellversed in the company and have a deep understanding of management. The Company actively strives to improve Audit's environment and gather internal data,
and routinely monitors the status of the establishment and operation of internal control systems. The Company expresses objective opinions and advises on thesematters, and the Company believes that management is sufficiently appropriate.
Outside Director regularly receives Supervise from the Group Audit for Audit by Audit or outside Audit officers, and receives Audit from Audit officers andAccounting Auditor officers as necessary to speak to them at Board of Directors meeting. Outside Audit officers also attend key Report Other meetings, review
important documents, and hear the status of business operations in accordance with Audit policies and Audit plans established by the Group Collaboration and
Audit officers. We are conducting.
Outside Audit & Supervisory Board Members monitor and verify that Internal Audit Office conducts appropriate Audit operations after attending Audit
Details and soliciting opinions. The Company also strives to establish an effective and efficient Audit system by monitoring and verifying whether Accounting
Auditor conducts appropriate Audit and by obtaining Report and explanations from Accounting Auditor regarding the status of the execution of their duties andother matters, and by making various financial statements and other audit.

- 66 -

(3)[Audit Status]① Audit & Supervisory Board Members Audit Status
a. Audit & Supervisory Board Member Audit's organizational structure, personnel, and procedures
We are a company with Audit & Supervisory Board, and Audit & Supervisory Board is composed of 3 outside Audit & Supervisory Board members, all ofwhom have been delivered to Tokyo Stock Exchange as independent outside directors/auditors.
Full-time Audit & Supervisory Board Member Yuuko Miura is qualified as a Certified Public Accountant and is involved in the fields of tax and accounting
at Audit corporations and general business companies. Also, Makoto Endo, who is also a full-time Audit & Supervisory Board Member, and Asami Honma,
who is a part-time Audit & Supervisory Board Member, have held positions as branch managers and department managers at financial institutions, and bothhave knowledge of finance, accounting, and organizational management, etc.
In addition, the above 3 Audit & Supervisory Board members concurrently serve as Audit & Supervisory Board Members of Takara Leben Co., Ltd., whichbecame a significant subsidiary following the organizational restructuring (the transition to a holding company system). In effect, the Company and Takara
Leben Co., Ltd. conducted Audit together under a system of 3 full-time Audit & Supervisory Board Members, the same as in the previous fiscal year.
Frequency of activities of Audit & Supervisory Board Members and Audit & Supervisory Board of b. company in the most recent fiscal year, Details, etc.
The 3 outside Audit & Supervisory Board members mentioned above conduct Audit on the execution of duties by directors and other employees from thestandpoint of legality and appropriateness in their respective Audit activities. Audit & Supervisory Board Members' meetings are held at least once a month at
Audit & Supervisory Board and Audit & Supervisory Board Members' meetings, which are held as appropriate. Audit & Supervisory Board Members' meetings
are held Report and discussed, and then summarized in Audit report. In Audit process, groups conduct efficient and effective Internal Audit Office by listening
to Accounting Auditor's Details, as well as the outcome of the work conducted by our Accounting Auditor.
Audit & Supervisory Board Members' specific activities Details are working to improve the effectiveness of Cooperation and information sharing and Boardof Directors by attending Audit and holding Audit & Supervisory Board (see the table below), attending the Compliance Committee and Risk Management
Committee (see Page 54), attending key meetings such as Executive Committee (13 times), hosting Audit & Supervisory Board (2 times), Internal Audit Office(13 times), and Audit corporations (13 times). We also hold monthly interviews with Representative Director and Outside Director to exchange views andmake recommendations. Audit & Supervisory Board members also conduct on-site audits of individual divisions and business sites, including those of affiliatedcompanies in charge of individual Audit & Supervisory Board members, to ascertain the status of meetings with directors, Executive Officers and otherexecutives and employees. In addition, the Committee inspects and verifies important documents such as proposals and accounting, responds to whistleblowing issues through the whistle-blowing system (Helpline), and verifies the status of the Company's response to cases and the effectiveness of preventing
recurrence.
The specific Details of Audit & Supervisory Board in Fiscal Year 2022 (resolution and consultation Details) are described below. In the fiscal year underreview, we conducted Audit with particular emphasis on the status of our group-management system for various risk factors that are diversifying with the
expansion of our business scale and scope. Audit & Supervisory Board held repeated discussions on issues that were recognized as a result. At the meetings ofBoard of Directors, the Compliance/Risk Management Committee, and other committees, and through interviews with Representative Director and other senior
employees, the committee provided proposals and recommendations. We will continue to monitor measures to ensure that responses to these issues are effective
and sustainable, centered on the newly established CRO (Chief Risk Officer) in Fiscal Year 2023.
<Major Report and consultation items including resolutions at Audit & Supervisory Board and Audit & Supervisory Board Members' meetings>
・Matters for Resolution
Audit & Supervisory Board Members Consent to Election Proposal, Audit Corporation's Audit Result Report Letter Approval, Full-time Audit &Supervisory Board Members & Audit & Supervisory Board Chairman's Election, and Audit & Supervisory Board Member Compensation Approval, Audit& Supervisory Board Audit Plan Approval, and Audit Corporation's Consent to Audit Compensation
・Report and Consultation
The status of Board of Directors operations, the legality of agenda items, etc., and the status of Details reviews, statutory documents, disclosed
documents, etc., Details reviews, information sharing on whistle-blowing cases, response status, and systems for preventing reoccurrence, etc., the ideal
status of the compliance/risk management system, the status of business operations of Group subsidiaries, and the status of controls by the parent company,
etc.

Attendance of Audit & Supervisory Board Members at Board of Directors and Audit & Supervisory Board is as follows.

Title
Standing Audit & Supervisory Board
Members
Standing Audit & Supervisory Board
Members
Part-time Audit

Attendance Status

Name Title
Board of Directors

Audit & Supervisory Board

Makoto Endo

19 times/19 times (100%)

12 times/12 times (100%)

Yuuko Miura

19 times/19 times (100%)

12 times/12 times (100%)

Asami Honma

19 times/19 times (100%)

12 times/12 times (100%)- 67 -

② Internal Audit Status
In order to enhance and strengthen our internal Audit, we have established a group-wide Internal Audit Office (5 persons) as an independent office under the
direct control of the president. In addition, the Internal Audit Regulations have been established to coordinate with Audit & Supervisory Board Members Audit
and Accounting Auditor Audit in planning and implementing internal Audit and to ensure the efficient operation of various functions. Audit & Supervisory Board
Members attend Audit, which is conducted by Internal Audit Office, and work to establish an effective and efficient Audit Details system by confirming Audit
Details and gathering opinions as appropriate. With regard to the reporting line, the Group Internal Audit Office regularly conducts Audit activities through Boardof Directors and Audit & Supervisory Board direct Report, which ensures Collaboration system between the Group Internal Audit Office and directors and Audit& Supervisory Board Members.

③ Financial Audit Status
1. Name of Audit Corporation
Grant Thornton Taiyo LLC.

2. Continuous Audit duration
From the fiscal year ended March 1999 onward

3. Certified Public Accountant who execute business
Designated Limited Liability Partners Managing Partner Tooru Yurue
Designated Limited Liability Partners Managing Partner Takafumi Shimokawa

4. Composition of assistants for Audit services
We have 10 Certified Public Accountant and 22 Other assistants in our Audit services.
5. Audit Corporation Selection Policy and ReasonsWith regard to Accounting Auditor, we comprehensively evaluate and determine Accounting Auditor candidates by referring to the Practical Guidelines for
Audit & Supervisory Board Members, etc. related to the formulation of standards for evaluating and selecting Accounting Auditor issued by the Japan Audit& Supervisory Board Members Association.
In the event Audit & Supervisory Board deems that Accounting Auditor falls under any of the items set forth in Paragraph 1 of Article 340 of the Corporation
Law, it shall dismiss Accounting Auditor with the consent of all Audit.
There is no particular Interests between Audit Corporation and Managing Partner, an Audit corporation engaged by us. In addition, Managing Partner ofAudit Corporation is not to be involved for more than a certain period of time. The Company has concluded an audit agreement and pays audit fees under theagreement.
6. Valuation of Audit & Supervisory Board Members and Audit & Supervisory Board Corporations
Accounting Auditor is evaluated based on Audit & Supervisory Board Members' Practical Guidelines for Evaluation and Selection of Accounting Auditor
issued by the Japanese Institute of Audit & Supervisory Board Members, as described above.
We received Report from Audit Corporation regarding Audit plan and quarterly financial results, and verified its Details and asked and discussed major
accounting issues. In addition, regarding the quality control system to ensure that the independence of Accounting Auditor and the execution of duties arecarried out properly, which is of particular importance, we confirmed that there are no particular problems. We received briefings at Audit corporations on
the outline of the quality control system and explanations on the status of subsequent improvements to the results of the most recent external reviews by theJapan Certified Public Accountant Association and Audit Review Board (Financial Services Agency).
Regarding Audit Key Considerations (KAM), which include items that Accounting Auditor considers to be particularly important when conducting Audit,
the following 2 items were decided after discussions with Audit & Supervisory Board throughout the period, focusing on items selected as candidates by
Audit corporations, taking into account the impact on accounting treatment of various management measures implemented during the period.
・Revenue recognition on real estate sales transactions with special purpose companies in which the company or subsidiary was involved in theformation
・Validity of the transaction price for the sale transaction to the investment corporation
Audit & Supervisory Board confirmed the reasons for Audit Corporation's decisions regarding the ultimate KAM and our response to these items andAudit Corporation's assessment are appropriate.
In addition to the above issues, the Company has decided to reappoint Audit Corporation as well as other and Collaboration outcomes of Audit
Corporation after considering OOD between the Corporation and the Corporate Manager, the Accounting Division, and the Internal Audit Division.

- 68 -

④ Details of Audit compensation, etc.
a. Compensation for Audit Certified Public Accountant, etc.
End of Previous Consolidated Accounting Period
Category

Compensation Based on Audit
Certification Services (Millionsof yen)Submitting Company
Consolidated
subsidiaries
Total

Current Consolidated Fiscal Year

Non Audit Business-Based
Compensation (Millions ofyen)Compensation Based on Audit
Certification Services (Millionsof yen)Non Audit Business-Based
Compensation (Millions of
yen)

41

-

48

-

1

0

20

-

42

0

68

-

(End of Previous Consolidated Accounting Period)
Details of non-consolidated Audit operations is an agreed-upon procedural operation.

(Current consolidated fiscal year)
Not applicable.
b. Compensation for organizations belonging to the same network (Grant Thornton) as Audit Certified Public Accountant, etc. (excluding A.)
Not applicable.
c. Details of compensation based on Other's critical Audit certification services(End of Previous Consolidated Accounting Period)
Not applicable.
(Current consolidated fiscal year)
Not applicable.
d. Policy for Determining Audit Compensation
Our Audit compensation for Audit corporations is determined after consultation with Audit & Supervisory Board, taking into account Audit system, thenumber of days spent, and other factors.
e. Reasons for Audit & Supervisory Board's consent to Accounting Auditor's compensation, etc.
With regard to Accounting Auditor's Audit compensation, based on the Practical Guidelines on Collaboration with Accounting Auditor published by theJapanese Audit & Supervisory Board Members Association, we have discussed and agreed on the status of Audit's Details and Audit operations in light ofour size and business Details, and whether the basis for calculating the compensation estimates is appropriate.

- 69 -

(4)[Remuneration for Director]① Matters pertaining to the policy on determining the amount of Remuneration, etc., for officers or the method for calculating such amount
When determining the amount of remuneration, etc., for executives, we aim to effectively function as a reward for expanding business performance andenhancing corporate value in order for us to achieve sustainable growth. As for the level of remuneration, based on Comparison with other companies in thesame company and companies of the same size, we set a level commensurate with our performance, and determine the amount of remuneration based on eachdirector's contribution to performance, etc., with the aim of linking it to a sound, efficient, and stable going concern.
The following is a Details of the Company's specific basic policy on executive compensation.
(i) Matters concerning the policy for determining Details of remuneration, etc. for individual directors
1. Determination method of decision policy
The decision-making policy is deliberated and approved by the Compensation Advisory Committee and is determined by Board of Directors in respect ofDetails approved by the Compensation Advisory Committee. At Board of Directors held on February 15, 2021, we resolved the policy for Details of
remuneration, etc. for individual directors.
2. Summary of Details Decision-Making Policy
Basic a. Policy
When determining the amount of remuneration, etc. for executives, we shall make decisions based on the Advisory Committee for Remuneration, avoluntary advisory body, after comprehensively considering business performance, potential risks, the degree of responsibility for Group management,
and the degree of progress of the Medium-Term Management Plan within the scope of the resolution made by Ordinary General Meeting of Shareholders,
and with regard to executive directors, a certain percentage of remuneration shall be linked to business performance and the degree of contribution of eachdirector, so that it functions as an incentive for sustainable growth. This will lead to a sound, efficient, and stable going concern.
The details of the basic policy on remuneration for executive directors are as follows:・It should contribute to the enhancement of our corporate value.
・The level of money and design that can attract and retain talented personnel.
・It should be designed to reflect our medium-and long-term management strategies and should be motivated to do so.
・To have transparency, fairness, and rationality for shareholders, employees, and other stakeholders, and to be determined through anappropriate process to secure them.
・In addition to basic remuneration, it shall be determined based on the remuneration system designed by introducing individual evaluationlinked and performance-linked remuneration.
Policy on determining the amount of individual remuneration, etc. of basic remuneration for b. (monetary remuneration) (including policy on
determining the time or terms of remuneration, etc.)
The basic remuneration (monetary remuneration) for our directors is evaluated on a 5-point scale according to the degree of achievement of each of thefollowing 5 evaluation items (the "P.C.F.P.A." evaluation) for each fiscal year, while comprehensively considering the industry level, the level of othercompanies, and the level of employee remuneration according to the position, responsibilities, and years of service. The remuneration is determined after
consultation with the Compensation Advisory Committee, which is a voluntary advisory committee, and monthly remuneration equal to the level in
December.
・Performance: Performance of own division
・Compliance: Legal compliance, morals, etc.
・Foresight: Ability to grasp and analyze the situation, and ability to plan business・Physical: Business promotion capabilities
・Affinity: Ability to build relations
Policies for determining Details and amount or number of c. performance-linked remuneration, etc. and non-monetary remuneration, etc. (including
policies for determining the timing or terms of remuneration, etc.)
Our non-monetary compensation shall be a stock-based compensation stock option, and in principle shall be issued when the performance target for the
relevant fiscal year is achieved. The number of stock-based compensation-type stock options granted or not paid will be determined based on theperformance achievement evaluation of each executive director. Performance indicators, or targets, shall be set each year and shall be reviewed in
response to changes in the environment as needed.
Stock-based compensation options are Class A stock options exercisable after a certain period of time and Class B stock options exercisable at the timeof retirement.
Policy on determining the amount of d. basic remuneration, the amount of performance-linked remuneration, etc. or the amount of non-monetary
remuneration, etc. as a percentage of the amount of individual remuneration, etc. of directors
The percentage of to the amount of remuneration, etc. for individual Directors In principle, the ratio of the Directors’ basic remuneration to
remuneration through stock options (Class A stock options (exercisable after a certain period of time) and Class B stock options (exercisable at the time ofretirement) shall be as follows: "Basic Director Compensation: Class A stock options: Class B stock options = 5:4:1."
The Compensation Advisory Committee, an advisory body, determines the amount of individual compensation. The Compensation Advisory Board will
Report the total amount to be paid at Board of Directors each time.

- 70 -

(ii) The matters concerning delegation pertaining to the determination of remuneration, etc. by individual directors and the reasons why Board of Directors
determined that Details of remuneration, etc. by individual directors for the current business year is in line with the said policy
Individual compensation for directors is determined by the Compensation Advisory Committee authorized by a resolution of Board of Directors based on
Details policy for individual compensation for directors resolved by Board of Directors, within the total amount of compensation determined by a resolution of
Ordinary General Meeting of Shareholders. The reason for delegating authority to the Compensation Advisory Committee to determine the amount of
individual remuneration for directors is to strengthen transparency and accountability in determining remuneration.
As mentioned above, the Compensation Advisory Committee determines the amount of individual remuneration for directors and Report the total amount ofsuch remuneration to Board of Directors, and the amount of individual remuneration for directors has been determined through these procedures. Therefore,
our Board of Directors has determined that Details of individual remuneration for directors in the current fiscal year is in line with the above policy.
The members of the Compensation Advisory Committee are as follows.
Keiko YAMAHIRA Chair (Outside Director), Commissioner Kenji KAWADA (Outside Director)
Member Chiaki Tsuji (Outside Director) Member Naohito Yamagishi (Outside Director)
Member Kazuichi Shimada (Representative Director)(iii) Details of non-monetary compensation, etc.
Our non-monetary compensation is a stock-based compensation type stock option, and in principle it will be issued when the performance target for the
relevant fiscal year is achieved. The number of stock-based compensation-type stock options granted or not paid will be determined based on the performanceachievement evaluation of each executive director. Target performance indicators are set each year and reviewed as appropriate in response to changes in theenvironment.
Stock-based compensation options consist of Class A stock options exercisable after a specified period of time and Class B stock options exercisable at thetime of retirement.

(iv) Ordinary General Meeting of Shareholders on Remunerations for Directors and Audit & Supervisory Board Members: Matters concerning the provisions byresolution;
In the 45th Annual Shareholders' Meeting held on June 27, 2017, it was resolved that the maximum amount of remuneration for directors will be 600
Millions of yen per annum (not including employee salaries) compared to the number of directors (not more than 15) as stipulated in the Articles ofIncorporation. At the conclusion of this Ordinary General Meeting of Shareholders, the number of directors was 10 (including 3 in Outside Director). In
addition, it was resolved at the 49th Annual Shareholders' Meeting of 25-June, 2021 that the amount of stock option-based compensation would be 600
Millions of yen per year. The number of Directors excluding Outside Director as of the closing of Ordinary General Meeting of Shareholders is 8.
The maximum amount of Audit & Supervisory Board Members' compensation was resolved to be 60 Millions of yen per year for the number of Audit &Supervisory Board Members (up to 5) as stipulated in the Articles of Incorporation under the extraordinary Ordinary General Meeting of Shareholders held on
July 16, 1999. At the closing of Ordinary General Meeting of Shareholders, there were 3 Audit & Supervisory Board Members (including 3 Outside Audit &Supervisory Board Members).

② Directors and Audit & Supervisory Board Members: The total amount of remuneration, etc. for each Category, the total amount of remuneration, etc. for each
Type, and the number of Directors and Audit & Supervisory Board Members eligible for remuneration

Executive Category

Number of executives

Total (Millions of yen) of Compensation by Type

Total amount ofeligible

remuneration

Stock options(Millions of yen)

Basic remuneration

531

247

284

-

-

8

66

66

-

-

-

8

Director(Excluding Outside Director)
Outside officers

Bonus

Retirement bonuses(People)(NOTE)1. The amount paid to directors does not include the amount paid to employees of directors who also serve as employees.
2.Stock options are recorded as expenses in the fiscal year under review related to Subscription rights to shares allocated to the Company. The number of directors
is 7.
③ Total amount of remuneration, etc. for persons whose total amount of remuneration, etc. is 100 million yen or more

Name Title

Kazuichi Shimada

Total amount of
remuneration(Millions of yen)

Executive

Corporate

Category

Category

178

Director(Millions of yen) of Compensation by Type
Basic remuneration

Submitting

90

Company- 71 -

Stock options

88

Bonus

Retirement bonuses--

(5)[Status of shareholding]① Category standards and concepts for invested shares
We Category shares held for the purpose of receiving profits from changes in the value of shares or dividends as investment shares for net investment
purposes, and other shares as investment shares for purposes other than net investment purposes.

② Investments in shares held for purposes other than pure investment
a. Details of verification in Board of Directors, etc. regarding the appropriateness of holding policies and methods for verifying the rationality of holding
and individual issues
The main objective of our shareholding policy is to facilitate business relationships. Based on the status of share prices and other factors, we decided
whether to continue holding the shares and made a It continues its cross-shareholding if the cross-holding is reasonable..
Regarding the appropriateness of strategic shareholdings, to the cross-shareholdings are worth the capital cost. Summaries of these examinations aredisclosed. is verified as appropriate in Board of Directors, etc. to determine whether the purpose of the shareholding is appropriate.

b. Number of issues and Total in the amount reported on the balance sheet
Number of issues(issue)Balance Sheet Amount
Total amount (Millions of yen)

Unlisted stocks

9

1,137

Shares other than unlisted shares

6

1,377

(Issues with an increase in the number of shares in the current fiscal year)
Not applicable.

(Issues whose number of shares decreased in the current fiscal year)
Number of issues(issue)Sale related to the decrease in thenumber of shares
Value Total Value (Millions of yen)

Unlisted stocks

1

22

Shares other than unlisted shares--- 72 -

c. Information on the number of shares and the amount recorded on the balance sheet for each issue of specified investment shares and deemed holding
sharesSpecified investment shares

Brand

Takara Leben Real Estate
Investment Corporation

Current fiscal year

Prior taxable year

Shares (Shares)

Shares (Shares)

Balance Sheet Amount(Millions of yen)

Balance Sheet Amount(Millions of yen)

14,385

14,385

1,288

1,770

141,000

141,000

30

28

10,00010,00022

1743,28043,280Outline of holding purpose, business alliance, etc.,
Quantitative holding effectAnd reasons for the increase in the number of shares

Tsukuba Bank, Ltd.

Musashino Bank, Ltd.

Concordia Financial Group,
Inc.
21

19

20,00020,000

12

10

1,000

1,000

Resona Holdings Co., Ltd.

Tokyo Kiraboshi Financial
Group, Inc.
2

1-

19,686

Takara Leben Infrastructure
Fund Inc.
-

2,179

Holding of our shares

We are the sponsor of this corporation and hold it tomaintain and strengthen good relationships.

None

The Company conducts loans and other banking
transactions mainly for projects in Ibaraki Prefecture, andholds them in order to continue to secure financing
activities.

Yes

We have financed large-scale projects that extend over along period of time. The Company will continue to holdthese assets to ensure smooth financing activities.

Yes

We conduct ongoing banking transactions centered on
project loans. During the fiscal year under review, we
received loans from our affiliate, Bank of Yokohama, for
the Leben Yokohama Yamanote 1 WARD COURT
project, which is a property commemorating our 50th
anniversary. The Company maintains these assets toensure continued smooth financing activities.

None (NOTE)2

We receive loans that are not constrained by area orbusiness, and we continue to hold them to ensure smoothfinancing activities.

None

We receive financing for a wide range of businesses, notlimited to the new built-for-sale condominium business,
mainly in Tokyo. The Company maintains these assets toensure continued smooth financing activities.

None (NOTE)2

We were the sponsor of this corporation and held it inorder to maintain and strengthen good relations with it.
However, in conjunction with the consolidation, wechanged Category from investment securities to shares inaffiliated companies (shares in subsidiaries).

None(NOTE)1. Quantitative holding effects are not stated because they are difficult to measure. For the method of verifying the rationality of the holding purpose,
please refer to "Details of verification in Board of Directors, etc. regarding a. holding policy and the method of verifying the rationality of holding
and the appropriateness of holding individual stocks."
2.Although the portfolio company does not own any of our shares, the company's subsidiary holds shares in us.

③ Investment shares held for net investment purposes
Not applicable.

- 73 -

V. [Status of Accounting]
1.Preparation of Consolidated Financial Statements and Financial Statements(1) Our consolidated financial statements have been prepared in accordance with the Regulations Concerning Terminology, Forms and Preparation Methods ofConsolidated Financial Statements (Ministry of Finance Ministerial Order No. 28, 1976).

(2) Our financial statements have been prepared in accordance with the Regulations on Terminology, Forms and Preparation Methods of Financial Statements(Ordinance of the Ministry of Finance No. 59 of 1963; hereinafter referred to as the "Regulations on Financial Statements, etc.").
In addition, we are a company submitting special financial statements and prepare financial statements in accordance with the provisions of Article 127 of theOrdinance on Financial Statements, etc.

2.About Audit Certification
Pursuant to Article 193-2-1 of the Financial Instruments and Exchange Act, we have received Audit from Grant Thornton Taiyo LLC. on our consolidated
financial statements for the fiscal year (April 1, 2022 to 31-Mar 2023) and on our financial statements for the fiscal year (April 1, 2022 to 31-Mar 2023).

3.Special Efforts to Ensure Appropriateness of Consolidated Financial Statements
We make special efforts to ensure the appropriateness of our consolidated financial statements. Specifically, the Company joins the Financial AccountingStandards Corporation and participates in seminars and other events in order to establish a system that enables it to appropriately understand Details of
accounting standards, etc., or to respond appropriately to changes in accounting standards, etc.

- 74 -

1[Consolidated Financial Statements](1)[Consolidated Financial Statements]①[Consolidated Balance Sheets](Millions of yen)
End of Previous Consolidated Accounting
Period(As of March 31, 2022)

Current Consolidated Fiscal Year(As of March 31, 2023)

AssetsCurrent assets
Cash and deposits
Notes, accounts receivable-trade and contract assets

33,428

※4,※5

2,886

※1,※4,※532,616

※4,※6

※1,※4

Real estate for sale

※4,※6Power generation facilities for sale

※6

Real estate for sale in progress

1,001

※4,※6

58,036※6

14,919Costs incurred on uncompleted contracts

47,872
3,477

34,147

※6

3,375

※4,※6

82,713※5,※6

17,415

12

Other
Allowance for doubtful accounts△275

Total current assets

142,6250△275

188,728

Fixed assets
Property, plant and equipment
Buildings and structures
Accumulated depreciation
Buildings and structures (net)

11,15033,984△1,596△5,104※4,※6

Machinery and equipment
Accumulated depreciation
Machinery, equipment and vehicles, net

9,553

57,096△8,390※4,※6

12,777

Accumulated depreciation

※4,※6

1,126
△811

Leased assets
Lease assets, net

48,705△319
203

36,948

Accumulated depreciation※4,※5,※6

522
※4,※6

Land

28,879△1,279Tools, furniture and fixtures
Tools, furniture, and fixtures, net※4,※6

14,056※4,※6※4,※5,※6

345

345

△55

△86

290

Construction in progress※4,※6

Total property, plant and equipment

315

41,394

3,965

63,739258※4,※5,※6

5,808

125,362

Intangible assets
Goodwill

1,561

Other

※4,※6

Total intangible assets

948

3,918
※4,※6

4,457

2,510

8,376

5,462

2,368

Investments and other assets
Investment securities
Long-term loans receivable

380

830

Deferred tax assets

981

4,744

Other

※3,※6

Allowance for doubtful accounts
Total investments and other assets
Total fixed assets
Deferred assets
Total assets- 75 -

7,731

※3,※6

11,205△12

14,542

19,145△2

80,792

152,884

55

56

223,473

341,669(Millions of yen)
End of Previous Consolidated Accounting
Period(As of March 31, 2022)

Current Consolidated Fiscal Year(As of March 31, 2023)

Liabilities
Current liabilities
Notes and accounts payable-trade15,411

Short-term borrowings※4

14,189※4

25,298Current portion of bonds payable

16,342※4,※5

92,069※4

25,997

2,168

Current portion of long-term loans payable
Lease obligations
Income taxes payable
Advances received

※2

190

35

34

2,089

4,318

7,348

※2

10,197

Bonus Allowance

629

Compensation for completed construction Allowance

486

699
551

Other

7,354

11,755

Total current liabilities

75,010162,157

Fixed liabilities
Long-term loans payable※481,923※4

104,828

Bonds payable

4,070

4,015

Lease obligations

285

249

Directors' and corporate auditors' retirement benefits Allowance

160

135

Liabilities related to retirement benefits

984

1,100

Asset retirement obligations

56

182

Deferred tax liabilities

128

2,509

1,252

1,348

Other
Total Fixed liabilities

88,860114,369

163,871276,527

Capital stock

4,819

4,819

Capital surplus

4,817

4,820

Retained earnings

53,39555,971

Treasury stock△4,456△4,174548△71

Total liabilities
Net assets
Shareholders' equity

Total shareholders' equity

58,57561,436

Accumulated other comprehensive income
Net unrealized gains on available-for-sale securities
Foreign currency translation adjustments

0Remeasurements of defined benefit plans△14

Total accumulated other comprehensive income

534

3
8

Subscription rights to shares

197

△59

Non-controlling interest

294

3,544

Total net assets
Total liabilities and net assets- 76 -

220

59,601

65,142

223,473

341,669

②[Consolidated Statements of Income and Consolidated Statements of Comprehensive Income][Consolidated Statements of Income](Millions of yen)
End of Previous Consolidated Accounting
Period(From April 1, 2021
To March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022
To March 31, 2023)

Net sales※1

162,744※1

153,472

Cost of sales※2

129,626※2

121,763

Gross profit

33,117

Selling, general and administrative expenses※3

Operating income

21,24011,87731,708※3

24,677
7,030

Non-operating income
Interest income

59

28

Dividend income

300

233

Commission received

126

108

Miscellaneous income

198

637

Total non-operating income

684

1,008

Non-operating expenses
Interest expenses

1,755

2,080

Losses from equity method investment

138

219

Miscellaneous expenses

409

705

2,303

3,005

10,258

5,033

Total non-operating expenses
Ordinary income
Extraordinary income
Gain on subsequent acquisitions-

Gain on sales of Fixed assets-

601

Negative Goodwill gains

37-

Total extraordinary income

37

698

※4

97

Extraordinary loss
Loss on sales of Fixed assets-

Impairment loss

※6

Office relocation expenses

588
-

※5

132

※6

48
26

Loss on sales of shares of associated company

256-

Extraordinary losses Total

845

206

9,450

5,525

-

△178

Income before income taxes and minority interests from silent partnerships
Distribution of loss in partnership
Income before income taxes

9,450

Income taxes, inhabitant taxes and business taxes

3,158

4,708

20

△3,451

Income tax adjustments

5,703

Total income and other taxes

3,179

Net income

6,271

4,445

56

△138

Net income (△) attributable to non-controlling interests
Net income attributable to owners of parent

6,215- 77 -

1,257

4,584

[Consolidated Statements of Comprehensive Income](Millions of yen)
End of Previous Consolidated Accounting
Period(From April 1, 2021
To March 31, 2022)
Net income

Current Consolidated Fiscal Year
(From April 1, 2022
To March 31, 2023)

6,271

4,445

Net unrealized gains on available-for-sale securities

26

Foreign currency translation adjustments

1

Remeasurements of defined benefit plans

△619

△6

Other comprehensive income

Total other comprehensive income※

Comprehensive income

21

6,293

3

23

※

△593

3,852

(Comprising)Comprehensive profit attributable to owners of the parent
Comprehensive income attributable to noncontrolling interests- 78 -

6,236

3,990

56

△138

③[Consolidated Statements of Changes in Shareholders' equity and Others]
End of Previous Consolidated Accounting Period (From April 1, 2021 to 31 March, 2022)(Millions of yen)
Shareholders' equity
Capital stock
Balance at the beginning of the period

Capital surplus
4,819

Retained earnings
4,817

Treasury stock

48,649Cumulative effect of changes inaccounting policies

Total shareholders' equity
53,682△4,604

43

Balance at the beginning of the year
reflecting changes in accounting policies

4,819

4,817

43

48,69353,725△4,604

Change during the year
Dividend of surplus
Net income attributable to owners ofparent△1,521△1,521

6,215

6,215

△4

△4

Change due to new consolidation
Disposal of Treasury stock△19

Change in scope of equity method

147

128

32

32

19

△19

-

-

-

4,702

147

4,849

4,819

4,817

53,395△4,45658,575

Transfer from Retained earnings to
Capital surplus
Net changes of items other thanShareholders' equity
Total changes of items during the periodTerm end Balance

Accumulated other comprehensive income
Net unrealized
gains onavailable-for-salesecurities
Balance at the beginning of the period

521

Cumulative effect of changes inaccounting policies
Balance at the beginning of the year
reflecting changes in accounting policies

Foreign currencytranslation
Adjustment accountRemeasurementsof defined benefit
plans

△1

△8

For Other
Comprehensive
incomeAccumulated
Total
512

Subscription rights tosharesNon-controllinginterest

199

237

Total net assets

54,632
43

521

△1

△8

512

199

237

54,675

Change during the year
Dividend of surplus△1,521

Net income attributable to owners ofparent6,215

Change due to new consolidation△4

Disposal of Treasury stock

128

Change in scope of equity method

32

Transfer from Retained earnings to
Capital surplus-

Net changes of items other thanShareholders' equity

26

1

△6

21

△2

56

75

Total changes of items during the period

26

1

21

4,925

548

0

△2

56

Term end Balance

△6

294

59,601△14- 79 -

534

197

Fiscal year: (From April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders' equity
Capital stock
Balance at the beginning of the period

Capital surplus
4,819

Retained earnings
4,817

Treasury stock

53,395

Total shareholders' equity
58,575△4,456

Cumulative effect of changes inaccounting policies-

Balance at the beginning of the year
reflecting changes in accounting policies

4,819

4,817

53,39558,575△4,456

Change during the year
Dividend of surplus
Net income attributable to owners ofparent△1,963△1,963

4,584

4,584

△44

△44

Change due to new consolidation
Disposal of Treasury stock

3

282

285

Change in scope of equity method-

Transfer from Retained earnings to
Capital surplus-

Net changes of items other thanShareholders' equity
Total changes of items during the periodTerm end Balance

-

3

2,575

282

2,860

4,819

4,820

55,971△4,17461,436

Accumulated other comprehensive income

Balance at the beginning of the period

Net unrealized
gains onavailable-for-salesecurities

Foreign currencytranslation
Adjustment accountRemeasurementsof defined benefit
plans

548

0

△14

Cumulative effect of changes inaccounting policies
Balance at the beginning of the year
reflecting changes in accounting policies

For Other
Comprehensive
incomeAccumulated
Total
534

Subscription rights tosharesNon-controllinginterest

197

294

Total net assets

59,601
-

548

0

△14

534

197

294

59,601

Change during the year
Dividend of surplus△1,963

Net income attributable to owners ofparent4,584

Change due to new consolidation△44

Disposal of Treasury stock

285

Change in scope of equity method-

Transfer from Retained earnings to
Capital surplus-

Net changes of items other thanShareholders' equity
Total changes of items during the periodTerm end Balance

△619

3

23

△593

22

3,250

2,680

△619

3

23

22

3,250

5,540

3

8

△593

220

3,544

65,142△71- 80 -△59

④[Consolidated Statements of Cash Flows](Millions of yen)
End of Previous Consolidated Accounting
Period(From April 1, 2021
To March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022
To March 31, 2023)

Cash flow from operating activities
Income before income taxes

9,450

5,703

Depreciation and amortization

2,838

3,020

Impairment loss

588

48

Goodwill depreciation

329

390

Increase (decrease) in Allowance (decrease in △)

260

99

121

141

△360

△262

Increase (decrease) in Liabilities related to retirement benefits (decrease in△)Interest income and Dividend income
Charges for stock compensation

125Interest expenses

327

1,755

Loss (gain) on sales of shares of subsidiaries and associates (gain on △)Decrease (increase) in notes and accounts receivable-trade (increase in △)

256

-

△509

△65

Decrease (increase) in inventories (increase in △)13,062Other△3,591

Increase (decrease) in notes and accounts payable-trade (decrease in △)2,080△10,509

2,088

Increase (decrease) in advances received (decrease in △)

758

1,690

Subtotal

2,848

△741

28,107

Interest and dividend received

3,839

360

256

Income taxes paid

△1,776△2,109Cash flow from operating activities

23,189△2,709

△722

△161

△14

△25,279

9△19,349

△405

△189

-

△450

Interest expenses paid

△3,501

Cash flow from investing activities
Payments into time deposits
Proceeds from withdrawal of time deposits

205

Change in short-term loans receivable (△ increased)

150

800

Purchase of Property, plant and equipment
Proceeds from sale of Property, plant and equipment
Purchase of Intangible assets
Purchase of stocks of subsidiaries and affiliates

-

1,933
-

△1,193

Proceeds from sale of investments in subsidiaries

700

Payments for long-term loans
Purchase of investment securities

-

△579

Proceeds from sale of investment securities△1,628-Purchases of subsidiary stock due to changes in the scope of consolidation
Other
Cash flow from investing activities
Cash flow from financing activities△2,182

253

213△26,941△27,871△46,354

3,271

74,783

※3

※3

△117

Net change in Short-term borrowings (decrease in △)69,60597,853

Proceeds from issuance of common Bonds payable△71,180250△106,935△1,546△2,183△1,520△1,962△1,132

61,531

Proceeds from long-term debt

Repayment of Long-term loans payable

Payments for redemption of Bonds payable
Repayments of lease obligations△12

Cash dividends paid
Dividends paid to non-controlling interests-

Cash flow from financing activities
Increase (decrease) in cash and cash equivalents (decrease in △)Cash and cash equivalents at beginning of term

△140

14,45438,50032,6937-

decreased)※1- 81 -△35△5,813

Increased Cash and cash equivalents due to change in scope of consolidation (△Cash and cash equivalents's Term end Balance

150

32,693※1

47,148

[Notes](Significant Items Forming the Basis for Preparation of Consolidated Financial Statements)
1.Scope of consolidation(1) Number of consolidated subsidiaries: 28
Principal Consolidated Subsidiaries
Takara Leben Co., Ltd.
Leben Community, Inc.
Leben Home Build Inc.
Takara Leben Realnet Co., Ltd.
Leben Zestock Corporation
LebenTrust Co., Ltd.
Takara Leben (Thailand) Co., Ltd.
Takara Asset Management Co., Ltd.
Takara PAG Real Estate Investment Advisor Co., Ltd.
On April 1, 2022, Nikko Takara Corporation changed its name to Leben Home Build Co., Ltd.
Takara Leben Infrastructure Fund Inc. and 4 other companies were included in the scope of consolidation from the current fiscal year due to theacquisition of Investment units and other factors.
In addition, Takara Leben Tohoku Co., Ltd. , which was a consolidated subsidiary, was extinguished by an absorption-type merger with Takara Leben
West Japan Co., Ltd. as the surviving company, and is therefore excluded from the scope of consolidation. Takara Leben West Japan Co., Ltd. haschanged its name to Takara Leben Co., Ltd. with October 1, 2022.

(2) Number of non-consolidated subsidiaries: 4Names of major non-consolidated subsidiaries
RS LLC.
SDX LLC.
LS Okayama Tsuyama LLC.
(Reasons for exclusion from the scope of consolidation)
Non-consolidated subsidiaries are excluded from the scope of consolidation because Total assets, Net sales, net income or loss (amount corresponding toequity interest), and Retained earnings (amount corresponding to equity interest) have no material impact on the consolidated financial statements.
(3) Special purpose companies subject to disclosure
Not applicable.

2.Application of the equity method(1) Number of equity-method affiliates: 8Name of the principal company using equity method accounting
Port LLC.
WISE ESTATE 10 CO., LTD. due to purchase of shares in the current consolidated fiscal year A total of 5 companies, including 4 other companies, areincluded in the scope of affiliates accounted for by the equity method.

(2) Non-consolidated Subsidiaries and associates not accounted for by the equity method: 5Names of non-consolidated Subsidiaries and associates not accounted for by the equity method
RS LLC.
SDX LLC.
LS Okayama Tsuyama LLC.
(Reason for not applying the equity method)
Non-consolidated Subsidiaries and associates that are not accounted for by the equity method are excluded from the scope of application of the equity
method because their impact on the consolidated financial statements is immaterial even if they are excluded from the scope of application of the equity
method in terms of net income (amount corresponding to equity interest) and Retained earnings (amount corresponding to equity interest), etc.

- 82 -

3.Accounting periods of consolidated subsidiaries(1) The balance sheet dates of the consolidated subsidiaries are as follows:
15 companies as of the end of March, 1 company as of the end of April, 1 company as of the end of May, 1 company as of the end of June, 1 company as ofthe end of July, 1 company as of the end of August,2 on the end of September, 2 on the end of November, 3 on the end of December, and 1 on the end of January(2) In preparing the consolidated financial statements, for consolidated subsidiaries whose fiscal year-end differs from the consolidated fiscal year-end, thefinancial statements that were provisionally settled in accordance with the current fiscal year-end as of the consolidated fiscal year-end are used. Significant
transactions occurring between the provisional closing date and the consolidated closing date are adjusted for consolidation.

4.Matters concerning accounting policies(1) Valuation standards and methods for important assets① Marketable securities
a. Held-to-maturity debt securities
Stated at amortized cost (straight-line method).
b. Other in Securities
Other than shares, etc. without market priceStated at market value (all valuation differences are accounted for using the direct Net assets method, and the cost of securities sold is calculatedusing the moving-average method).
Stocks, etc. without market priceStated at cost determined mainly by the moving-average method② Inventories
Stated at cost determined by the specific identification method. (The carrying amount on the balance sheet is written down to reflect the decline inprofitability.)(2) Depreciation methods for material depreciable assets① Property, plant and equipment (excluding leased property)
Tangible assets are stated at cost. However, the straight-line method is used for buildings (excluding facilities attached to buildings) acquired on or after
April 1, 1998 and facilities attached to buildings and structures acquired on or after April 1, 2016.
Power plants owned by consolidated subsidiaries are depreciated using the straight-line method.
Useful life for primary assets is as follows:
Buildings and structures 3 to 2050 years
Machinery, equipment and vehicles 2 to 2017 years② Intangible assets (excluding leased property)
Software for internal use is amortized using the straight-line method over the estimated useful life of 5 years.
③ Leased assets
Leased assets related to finance lease transactions with ownership transfer
The same depreciation methods applied to self-owned Fixed assets are used.
Leased assets under finance leases that do not transfer ownership
The straight-line method is used with the lease period as the useful life and the residual value as zero.
④ Long-term prepaid expenses
The straight-line method is used.

(3) Accounting standards for significant Allowance① Allowance for doubtful accounts
The allowance for doubtful accounts is provided at an amount estimated based on the historical write-off ratio for general receivables and on theindividual collectability of specific receivables, such as doubtful receivables.
② Bonus Allowance
In order to provide for the payment of bonuses to employees, the Company records an estimated amount to be paid in the current fiscal year.
③ Compensation for completed construction Allowance
To provide for losses and compensation service costs arising from defects after delivery of company-built buildings, etc., the Company records repair
costs, etc. related to past company-built buildings on a basis.

- 83 -

④ Directors' and corporate auditors' retirement benefits Allowance
To prepare for the payment of retirement benefits to directors and corporate auditors, the amount required to be paid at the end of the fiscal year underreview is recorded in accordance with the Regulations Governing Retirement Benefits for Directors and Corporate Auditors (internal regulations).

(4) Accounting method for retirement benefits
Liabilities related to retirement benefits is provided for employees' retirement benefits based on the estimated amount at the end of the fiscal year underreview.
① Method of attributing expected retirement benefits to periods
In calculating retirement benefit obligations, the benefit formula basis is used to attribute estimated retirement benefits to the period up to the end of thecurrent fiscal year.
② Amortization of actuarial gains and losses and prior service costs
Prior service cost is amortized as incurred by the straight-line method over a certain number of years (mainly 6 years) within the average remaining
service period of employees.
Actuarial gains and losses are amortized on a straight-line basis over a certain number of years (mainly 6 years) within the average remaining years ofservice of the eligible employees at the time of occurrence from the fiscal year following the year in which the gain or loss is recognized.
③ Accounting method for unrecognized actuarial gain or loss and unrecognized prior service cost
Unrecognized actuarial gains and losses and unrecognized prior service costs are recognized in Remeasurements of defined benefit plans of Accumulated
other comprehensive income in Net assets after adjusting for the tax effect.
④ Adoption of simplified method for small enterprises, etc.
Certain consolidated subsidiaries apply the simplified method for calculating Liabilities related to retirement benefits and Retirement benefit expenses
whereby the retirement benefit obligation equals the amount that would be required if all employees voluntarily terminated their employment with Term end.

(5) The standards for recognition of significant revenues and expenses
Details of the principal performance obligations and the normal timing of recognizing revenue in our principal businesses are as follows:① Real Estate Businessa. New built-for-sale condominium business
The new built-for-sale condominium business sells each condominium unit to general consumers and is obligated to deliver the property pursuant to a realestate sales contract with a customer. Such performance obligations are satisfied at a point in time when the property is delivered and earning is recorded at
the time of such delivery.
The transaction price is determined by the real estate sales contract, and in such contracts, the delivery date is generally the same as the date when theentire amount of the sale price is received. Therefore, the payment of the sale price is received at the same time as the delivery of the property.
b. Liquidation Business
The fluidizing business is a business of acquiring rental residential properties and office buildings, etc., increasing asset value through leasing andrenovation, etc., and then selling them to operating companies, etc.
The performance obligations and the timing of satisfaction thereof, the method of determining transaction prices, and the timing of revenue recognition in
the Liquidation Business are the same as in the new built-for-sale condominium business described above.
c. Property Management Business
The Real Estate Management segment is engaged in the management of condominiums, and is obligated to provide outsourced services based on contract
Details with customers. Such performance obligations are satisfied at the time the services are performed and earning is recorded at that time.
② Energy Business
Energy Business is a business that derives revenues from the sale of operated power generation facilities and revenues from the sale of power generation
facilities.
The performance obligation and the timing of satisfaction, the method of determining the transaction price, and the timing of revenue recognition in theproceeds from the sale of active power generation facilities are the same as in the new built-for-sale condominium business described above. In addition,
revenue from the sale of power at power generation facilities is recorded primarily at the time of delivery to customers pursuant to power purchaseagreements.
③ Asset Management Business
Asset Management Business is a business that provides asset management services to Takara Leben Real Estate Investment Corporation, etc., and is
obligated to manage such assets based on contracts with customers. Such performance obligations are satisfied over a period of time over which services are
rendered and earning is accrued based on the progress of the satisfaction of performance obligations. In addition, obligations to perform operations related tothe acquisition and transfer of assets under management are satisfied at a point in time when they are accepted or delivered, and earning is recorded at thetime of such acceptance or delivery.

- 84 -

④ Other Businesses
Other Businesses is primarily a construction subcontracting business and is obligated to perform construction work pursuant to building construction
contracts with customers. Under this construction contract, an asset is created or appreciated by the fulfillment of the obligations of our group, and thecustomer controls the asset as the asset is created or appreciated. Therefore, the performance obligation is satisfied over a certain period of time, and issatisfied according to the progress of the construction over the contract period. Accordingly, in the Construction Subcontracting Business, revenues arerecorded based on the progress of the construction work. Progress is measured using the input method based on the cost incurred as it is considered that thecost incurred contributes and is generally proportional to an entity's progress in satisfying performance obligations.
The transaction price is determined by the construction contract of the building. In such contracts, the delivery date is usually the same as the receipt of
the entire amount of the contract price. Therefore, the payment of the contract price is received at the same time as the delivery of the building.
(6) Amortization method and period of Goodwill
Amortization of Goodwill is amortized on a straight-line basis over a period not exceeding 2015 years.
However, insignificant amounts are amortized in a lump sum in the fiscal year of occurrence.

(7) Scope of funds in consolidated statements of cash flows
Cash and cash equivalents consist of cash on hand, readily available deposits and short-term investments with original maturities of 3 months or less that arereadily convertible to known amounts of cash and present insignificant risk of changes in value.

(8) Other Significant Matters for the Preparation of Consolidated Financial Statements
Accounting for consumption tax
Non-deductible consumption taxes related to assets are expensed in the period in which they are incurred.
(Critical Accounting Estimates)
・Fixed assets's Impairment loss
(1) Amounts recorded as Impairment loss in the consolidated financial statements for the fiscal year under review
End of Previous
Consolidated
Accounting Period

Current Consolidated
Fiscal Year

Buildings and structures

432 Millions of yen

24 Millions of yen

Land

156 Millions of yen

24 Millions of yen

588 Millions of yen

48 Millions of yen

Total(2) Details of Significant Accounting Estimates for Identified Items
Our group groups each property individually as the smallest unit that generates cash by using assets.
As described in "(Notes to Consolidated Statements of Income)*6 Impairment loss" for the fiscal year under review, the Company recognized Impairment loss
48 Millions of yen using the appraisal value, etc. from a real estate appraiser as the recoverable amount. The appraisal value, etc. is calculated based on thebusiness plan of each asset group, comprehensively considering the surrounding environment, etc.
If the assumptions used in these estimates require revision due to changes in uncertain economic conditions in the future, additional Impairment loss
(Extraordinary loss) may occur in the consolidated financial statements for the following fiscal year and beyond.
(Changes in accounting policies)(Application of Implementation Guidance on Accounting Standard for Calculation of Market Value)
The Company will apply the "Implementation Guidance on Accounting Standard for Calculation of Market Value" (ASBJ Guidance No. 31, June 17, 2021;
hereinafter referred to as the "Guidance on Accounting Standard for Market Value Calculation") from the beginning of the fiscal year under review, and apply
the new accounting policy stipulated by the Implementation Guidance on Accounting Standard for Market Value Calculation in accordance with thetransitional treatment stipulated in Article 27-2 of the Guidance on Accounting Standard for Market Value Calculation in the future. This change had no impact
on the consolidated financial statements.

- 85 -

(Notes to Consolidated Balance Sheets)※1 The amounts of Notes, accounts receivable-trade and contract assets receivables and contract assets arising from contracts with customers are as follows:
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Accounts receivable

120 Millions of yen

Contract assets

2,765

Current Consolidated Fiscal Year(As of March 31, 2023)
98 Millions of yen
3,379※2 Of advances received, contractual liabilities are as follows.
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Contractual liabilities

7,323 Millions of yen

Current Consolidated Fiscal Year(As of March 31, 2023)
10,172 Millions of yen※3 Items related to non-consolidated Subsidiaries and associates are as follows.
End of Previous Consolidated Accounting Period(As of March 31, 2022)

Current Consolidated Fiscal Year(As of March 31, 2023)

Investments and other assets Other (unconsolidated Subsidiaries
and associates shares)

2,639 Millions of yen

3,962 Millions of yen※4 Assets pledged as collateral and corresponding liabilities are as follows:(1)Assets pledged as collateralEnd of Previous Consolidated Accounting Period(As of March 31, 2022)
Cash and deposits-Millions of yen

Notes, accounts receivable-trade and contract assets

Current Consolidated Fiscal Year(As of March 31, 2023)
3,341 Millions of yen

865

95

Real estate for sale

19,313

28,111

Real estate for sale in progress

50,73573,209Buildings and structures

6,105

6,359

Machinery and equipment

5,107

5,304

Tools, furniture and fixtures

11

4

Land

25,08520,949Construction in progress

2,262

2,229

Other (Intangible assets)

232

232

109,719

139,836

Total(2)Debt to the above
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Short-term borrowings

Current Consolidated Fiscal Year(As of March 31, 2023)

10,747 Millions of yen

89,492 Millions of yen

Current portion of long-term loans payable

22,98921,617Long-term loans payable

67,493

94,471

101,230

205,581

Total(Non-recourse loans)(-)- 86 -(74,004)※5 Non-recourse loan
Nonrecourse loans are as follows:
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Non-recourse Short-term borrowings-Millions of yen

Total

-

Current Consolidated Fiscal Year(As of March 31, 2023)
74,004 Millions of yen
74,004

Assets corresponding to non-recourse loans are as follows:
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Cash and deposits-Millions of yen

Current Consolidated Fiscal Year(As of March 31, 2023)
3,209 Millions of yen

Notes and accounts receivable-

Other (Current Assets)-

13

Machinery and equipment-

45,324

Land

-

860

Construction in progress

-

0

-

49,658Total

250※6 Change in the purpose of holding assets
Previous fiscal year (As of March 31, 2022)
As a result of the change in the purpose of holding real estate from resale to lease, the Company transferred Real estate for sale in progress 95 Millions of
yen and Real estate for sale 581 Millions of yen to Buildings and structures 449 Millions of yen and Land 227 Millions of yen during the fiscal year underreview.
In addition, as a result of the change in the purpose of holding a portion of real estate held from development and leasing to resale, during the fiscal year
under review, buildings and structures 4,181 Millions of yen, tools, furniture and fixtures 31 Millions of yen, Land 5,168 Millions of yen, construction inprogress 1,117 Millions of yen, and software 0 Millions of yen ("Other" in Intangible assets) were transferred to Real estate for sale and Real estate for salein progress. Certain of these assets were sold during the fiscal year under review, and 8800 Millions of yen of the 10.5 thousand Millions of yen transferred
to Real estate for sale were recorded in Cost of sales.
In addition, due to the change in the intent to hold a portion of the mega-solar power generation facilities for resale, prepaid expenses of 69 Millions ofyen ("Other" of Current assets), buildings and structures of 598 Millions of yen, machinery and equipment of 10,502 Millions of yen, Land of 4,219 Millionsof yen, construction in progress of 1,000 Millions of yen, leasehold interest of 172 Millions of yen ("Other"), and long-term prepaid expenses of 932
Millions of yen ("Other" of Investments and other assets) were transferred to Power generation facilities for sale. Certain of these assets were sold during the
fiscal year under review, and 16,495 Millions of yen of the 17,497 Millions of yen transferred to Power generation facilities for sale were recorded in Cost of
sales.

Current fiscal year (As of March 31, 2023)
Due to a change in the holding purpose from resale to business assets, a portion of real estate owned was transferred from Power generation facilities forsale 1,024 Millions of yen to machinery, equipment and vehicles 1,024 Millions of yen in the current fiscal year.
In addition, as a result of the change in the purpose of holding real estate from development and leasing to resale, in the current fiscal year, buildings andstructures 5107 Millions of yen, tools, furniture and fixtures 32 Millions of yen, Land 8274 Millions of yen, construction-in-progress 2,254 Millions of yen,leasehold interest 14 Millions of yen ("Other" in Intangible assets), and software 0 Millions of yen ("Other") were transferred to Real estate for sale and Realestate for sale in progress. Certain of these assets were sold during the fiscal year under review, and 6765 Millions of yen of the 15,308 Millions of yen
transferred to Real estate for sale were recorded in Cost of sales.
In addition, due to a change in the intent to hold a portion of the mega-solar power generation facilities for resale, in the current fiscal year, prepaid
expenses of 7 Millions of yen ("Other" of Current assets), 2,579 Millions of yen of machinery, equipment and vehicles, Land 60 Millions of yen, 525
Millions of yen of construction-in-progress, and long-term prepaid expenses of 235 Millions of yen ("Other" of Investments and other assets") weretransferred to Power generation facilities for sale. Certain of these assets were sold during the fiscal year under review, and 2,505 Millions of yen of the
3,408 Millions of yen transferred to Power generation facilities for sale were recorded in Cost of sales.

- 87 -

7 Contingent liabilities
Guarantees for loans from financial institutions
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Joint and several guarantee obligations to financial institutions,etc. until the completion of the registration of the establishmentof mortgages on our group customer housing loans

Current Consolidated Fiscal Year(As of March 31, 2023)

9,846 Millions of yen

15,420 Millions of yen

Minato Vietnam Co., Ltd.

917

112

WISE ESTATE 3 Co., Ltd.

564

1,615

WISE ESTATE 8 Co., Ltd.

-246

WISE ESTATE 10 Co., Ltd.
Total

-

237

11,327

17,6328 In order to raise working capital efficiently, we have entered into overdraft and loan commitment contracts with 68 financial institutions (End of Previous
Consolidated Accounting Period 64 companies). Balance of undisbursed borrowings at the end of the consolidated fiscal year under these contracts are as
follows:
End of Previous Consolidated Accounting Period(As of March 31, 2022)
Maximum Overdraft Amount and Total Loan Commitments

Loan balance
Net amount- 88 -

Current Consolidated Fiscal Year(As of March 31, 2023)

77,471 Millions of yen

85,033 Millions of yen

41,634

51,10535,83733,928(Consolidated Statements of Income)※1 Revenue arising from contracts with customers
For Net sales, Category of Revenue arising from contracts with customers and other revenues is not presented. The amounts of Revenue arising fromcontracts with customers are described in "(Revenue Recognition) 1. Breakdown of Revenue arising from contracts with customers" in the Consolidated
Financial Statements.

※2 Term end Inventory is the amount after devaluation of the book value due to a decline in profitability, and the following loss on write-down of inventories is
included in Cost of sales.
End of Previous Consolidated Accounting Period(From April 1, 2021 to March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)△359 Millions of yen△1,032 Millions of yen※3 The approximate percentage of expenses included in selling expenses was 36% for End of Previous Consolidated Accounting Period, 34% for the current fiscal
year, and 64% for End of Previous Consolidated Accounting Period and 66% for the current fiscal year.
Major items and amounts of Selling, general and administrative expenses are as follows.
End of Previous Consolidated Accounting Period(From April 1, 2021 to March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)

Advertising expenses

4,539 Millions of yen

5,352 Millions of yen

Promotion expenses

2,288

2,218

Salary allowance

4,083

4,333

Bonus Allowance provision

840

915

Retirement benefit expenses

171

186

Provision for Allowance of directors' retirement benefits

45

27

Allowance for doubtful accounts provision

135-※4 Details of Gain on sales of Fixed assets is as follows:
End of Previous Consolidated Accounting Period(From April 1, 2021 to March 31, 2022)
Buildings and structures-Millions of yen

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)
45 Millions of yen

Tools, furniture and fixtures

-

6

Land

-

45

-

97

Total

※5 Details of loss on sale of Fixed assets is as follows:
End of Previous Consolidated Accounting Period(From April 1, 2021 to March 31, 2022)
Land-Millions of yen
Total

-

- 89 -

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)
132 Millions of yen
132

※6 Impairment loss
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
During the fiscal year under review, our group recorded Impairment loss (588 Millions of yen) on the following assets or asset groups due to a decline in the
profitability of hotels.
Application
Hotel

Type

Location

Land and structures

Amount (Millions of yen)Nasu-gun, Tochigi

588

Total

588

The breakdown by account title is Land 156 Millions of yen and Buildings 432 Millions of yen.
Our group groups hotels on an individual property basis.
The recoverable amount is measured based on the net selling price. The net selling price is based on the appraisal value, etc. by a real estate appraiser.

Fiscal year: (From April 1, 2022 to March 31, 2023)
During the fiscal year under review, our group recorded Impairment loss (48 Millions of yen) on the following assets or asset groups due to a decline in the
profitability of hotels.
Application
Hotel

Type

Location

Land and structures

Amount (Millions of yen)

Nakagyo-ku, kyoto

48

Total

48

The breakdown by account title is Land 24 Millions of yen, Buildings 24 Millions of yen.
Our group groups hotels on an individual property basis.
The recoverable amount is measured based on the net selling price. The net selling price is based on the appraisal value, etc. by a real estate appraiser.
(Consolidated Statements of Comprehensive Income)※ Reclassification adjustments and tax effects related to Other comprehensive income
End of Previous Consolidated Accounting Period(From April 1, 2021 to March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)

Net unrealized gains on available-for-sale securities:
Arising during the year
Reclassification adjustments

102 Millions of yen△287 Millions of yen

-

△620

Before-tax

102

Income tax effect△76

Net unrealized gains on available-for-sale securities

289

26

△619

1

3

△14

8

Foreign currency translation adjustments:
Arising during the year

△908

Remeasurements of defined benefit plans:Arising during the year
Reclassification adjustments
Before-tax
Income tax effect

4

14

△10

22

3

Remeasurements of defined benefit plans△6

Total other comprehensive income21- 90 -023△593

(Consolidated Statements of Changes in Shareholders' equity, etc.)
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
1.Matters concerning Type and total number of Issued shares and the number of treasury Class of shares and shares
Current Consolidated Fiscal
Current Consolidated Fiscal
Current Consolidated Fiscal Current Consolidated Fiscal
Year
Year
Year
Year
(Shares) of shares at(Shares) of shares at end of
Increased shares (Shares)
Decreased shares (Shares)
beginning of period
year
Issued shares
Common stock

121,000,000--

121,000,000

Total

121,000,000--

121,000,000

Common stock (Note)

12,344,907-

396,100

11,948,807

Total

12,344,907-

396,100

11,948,807

Treasury stock(NOTE)Common stock's Treasury stock reduction of 396.1 thousand Shares was due to the exercise of stock options.

2.Matters concerning Subscription rights to shares and treasury Subscription rights to sharesClass of shares that is
the object ofBreakdown of Subscription rights Subscription rights tosharesto shares

Category

Number of shares subject to Subscription rights to shares: (Shares)
Current
consolidated
accounting
Beginning of the
fiscal year

Current
consolidated
accounting
Annual increase

Current
consolidated
accounting
Yearly decrease

Current
consolidated
accounting
Year-end

Current
consolidated
accounting
Year-end Balance(Millions of yen)

Submitting
Subscription rights to shares as
Company
stock-option(Parent Company)

-

-

-

-

-

197

Total

-

-

-

-

-

197

3.Matters concerning dividends(1)Dividends paid
(Resolution)

Class of shares

Total dividends(Millions of yen)

Per share dividends(yen)Record Date

Effective date25-June, 2021
Annual Shareholders'Common stock

1,086

10

31 March, 2021

28 June, 2021

Common stock435

4

September 30, 2021

December 6, 2021

Meeting
29-Oct-21
Board of Directors(2)Dividends for which Record Date belongs to the current consolidated fiscal year and Effective date of dividends falls in the following consolidated fiscal
year(Resolution)

Class of shares

Total dividends(Millions of yen)

Source of dividends

Per share
dividends (yen)Record Date

Effective dateJune 24, 2022
Annual Shareholders'Meeting

Common stock

1,526

Retained earnings

14

March 31, 2022

June 27, 2022

- 91 -

Fiscal year: (From April 1, 2022 to March 31, 2023)
1.Matters concerning Type and total number of Issued shares and the number of treasury Class of shares and shares
Current Consolidated Fiscal
Current Consolidated Fiscal
Current Consolidated Fiscal Current Consolidated Fiscal
Year
Year
Year
Year
(Shares) of shares at(Shares) of shares at end of
Increased shares (Shares)
Decreased shares (Shares)
beginning of period
year
Issued shares
Common stock

121,000,000--

121,000,000

Total

121,000,000--

121,000,000

Common stock (Note)

11,948,807-

756,200

11,192,607

Total

11,948,807-

756,200

11,192,607

Treasury stock(NOTE)Common stock's Treasury stock reduction of 756.2 thousand Shares was due to the exercise of stock options.

2.Matters concerning Subscription rights to shares and treasury Subscription rights to sharesClass of shares that is
the object ofBreakdown of Subscription rights Subscription rights tosharesto shares

Category

Number of shares subject to Subscription rights to shares: (Shares)
Current
consolidated
accounting
Beginning of the
fiscal year

Current
consolidated
accounting
Annual increase

Current
consolidated
accounting
Yearly decrease

Current
consolidated
accounting
Year-end

Current
consolidated
accounting
Year-end Balance(Millions of yen)

Submitting
Subscription rights to shares as
Company
stock-option(Parent Company)

-

-

-

-

-

220

Total

-

-

-

-

-

220

3.Matters concerning dividends(1)Dividends paid
(Resolution)

Class of shares

Total dividends(Millions of yen)

Per share dividends(yen)Record Date

Effective date24 June, 2022
Annual Shareholders'Common stock

1,526

14

31 March, 2022

27 June, 2022

Common stock

437

4

September 30, 2022

December 6, 2022

Meeting
3October 1, 2022
Board of Directors(2)Dividends for which Record Date belongs to the current consolidated fiscal year and Effective date of dividends falls in the following consolidated fiscal
year(Resolution)

Class of shares

Total dividends(Millions of yen)

Source of dividends

Per share
dividends (yen)Record Date

Effective dateJune 23, 2023
Annual Shareholders'Meeting

Common stock

1,976

Retained earnings

18

March 31, 2023

June 26, 2023

- 92 -

(Consolidated Statements of Cash Flows)※1 Relation between Term end Balance of Cash and cash equivalents and the amount of items listed in the consolidated balance sheets
End of Previous Consolidated Accounting
Period(From April 1, 2021 to March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)

33,428 Millions of yen

47,872 Millions of yen-

Deposits received from customers△136

Cash and cash equivalents

32,693

Cash and deposits accountTime deposits falling due in more than three months

△598

△724

47,1482 Details of significant non-cash transactions
End of Previous Consolidated Accounting
Period(From April 1, 2021 to March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)

676 Millions of yen

1,024 Millions of yen

Amount transferred from Real estate for sale and Real estate for sale inprogress to Fixed assets due to change in holding purpose of real estate
Amount transferred from Fixed assets to Real estate for sale and Real estate
for sale in progress due to change in holding purpose of real estate

10,50015,684

Amount transferred from Fixed assets to Power generation facilities for saledue to change in holding purpose of real estate

17,4973,408※3 Breakdown of assets and liabilities of newly consolidated subsidiaries due to acquisition of shares, etc.
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
The following is a breakdown of assets and liabilities at the start of consolidation and the relationship between net proceeds from investments and net
payments for investments in newly consolidated subsidiaries resulting from the acquisition of shares.
(1) Leben Clean Energy Co., Ltd.
Current assets

5,713 Millions of yen

Fixed assets

4,651

Goodwill

930

Current liabilities△2,025

Fixed liabilities△7,269Acquisition cost of the subsidiaries' stocks

2,000

Cash and cash equivalents
Less: Purchases of subsidiary stock due to changes in the scopeof consolidation△124△1,875(2)Iwano K.K.
Current assets

83 Millions of yen

Fixed assets

492

Goodwill△37

Current liabilities
Fixed liabilities△86

Acquisition cost of the subsidiaries' stocks

390

△61

Cash and cash equivalents
Less: Purchases of subsidiary stock due to changes in the scopeof consolidation- 93 -△83△306

Fiscal year: (From April 1, 2022 to March 31, 2023)
The following is a breakdown of assets and liabilities at the start of consolidation and the relationship between net proceeds from investments and net
payments for investments in newly consolidated subsidiaries resulting from the acquisition of shares.
Takara Leben Infrastructure Fund Inc.
Current assets

6,080 Millions of yen

Fixed assets

68,097

Goodwill

2,747

Deferred assets

26

Current liabilities△3,587

Fixed liabilities△35,676

Non-controlling interest△3,064Gain on step acquisitions△601

Acquisition cost of the subsidiaries' stocks

34,021

Acquisition cost until acquisition of control△1,898Cash and cash equivalents
Less: Purchases of subsidiary stock due to changes in the scopeof consolidation△5,180△26,941(Lease Transactions)1.Finance lease transactions (lessee)(1) Finance leases that deem to transfer ownership of the leased property to the lessee① Details of leased property(a) Property, plant and equipment
General business facilities ("buildings and structures," "tools, furniture and fixtures").
(1) Intangible assets
This is software.
② Depreciation method for leased assets
Significant matters that form the basis for preparing the consolidated financial statements are as described in "(2) Depreciation method for significant
depreciable assets" of "4. Accounting policies."(2) Finance lease transactions without transfer of ownership① Details of leased property(a) Property, plant and equipment
Tools, furniture, fixtures and vehicles at the general business facilities.
(1) Intangible assets
This is software.
② Depreciation method for leased assets
Significant matters that form the basis for preparing the consolidated financial statements are as described in "(2) Depreciation method for significant
depreciable assets" of "4. Accounting policies."

2.Operating leases
Future minimum lease payments under non-cancelable operating leases(Millions of yen)
End of Previous Consolidated Accounting Period(As of March 31, 2022)

Current Consolidated Fiscal Year(As of March 31, 2023)

Within 1 year

6,923

1,418

Over one year

43,024

10,520Total

49,948

11,939- 94 -

(Financial Instruments)
1.Matters relating to financial instruments(1)Policy for Financial Instruments
Our group procures the necessary funds from banks and other financial institutions in light of the sales plan.
(2)Details of Financial Instruments and Risks Related to Financial Instruments
Notes and accounts receivable, which are trade receivables, are exposed to customer credit risk.
Investment securities consist primarily of shares of companies with operational relationships and are exposed to the risk of market price fluctuations.
Notes and accounts payable-trade, a trade payable, is mostly due within 1 year.
Borrowings consist primarily of financing for operating transactions, with repayments and maturities principally within 3 years. Borrowings are exposed to therisk of fluctuations in interest rates.
(3)Risk management for financial instruments① Monitoring of credit risk (the risk that customers or counterparties may default)
For trade receivables, our Business Divisions and Administration Divisions regularly monitor the status of major customers and manage the due date andBalance for each counterparty. We also seek to quickly identify and mitigate concerns about collection due to deterioration in financial conditions and otherfactors.
② Management of market risk (interest rate risk, etc.)
Our group regularly monitors the market value of investment securities and the financial condition of issuers (client companies), and continuously reviews
their holdings in consideration of market conditions and relationships with client companies.
Borrowings and Bonds payable are monitored by preparing a list of interest rates for each financial institution. In addition, the Company manages its trade
payables and borrowings by such means as preparing a cash plan statement in the Finance Department of the Company.
③ Management of funding liquidity risk (the risk that payment will not be made when due)
Our Finance Department prepares and updates cash flow plans in a timely manner based on Report from each department, and manages liquidity risk by
maintaining liquidity on hand and other means.
(4)Supplementary Explanations Concerning Fair Value of Financial Instruments
Since variable factors are incorporated in the calculation of the fair value of financial instruments, the fair value may change if different assumptions are
adopted.
2.Fair Value of Financial Instruments
Carrying amounts, fair values and differences between these amounts are as follows: Disclosure of "Cash and deposits," "Notes and accounts receivable-trade,""Notes and accounts payable-trade," and "Short-term borrowings" is omitted because they are cash and the fair values approximate their carrying amounts due totheir short maturities.
Previous fiscal year (As of March 31, 2022)
Carrying amount(Millions of yen)
(1) Investment securities

Market value (Millions of yen)

Difference (Millions of yen)

4,868

4,868

-

380

380

-

5,248

5,248

-

35

35

-

(4) Long-term loans payable (including Current portion of longterm loans payable)

107,222

107,29270(5) Bonds payable (including Current portion of bonds payable)

6,238

6,271

33

285

270

113,780

113,870△14(2) Long-term loans receivable
Property Total(3) Lease obligations, current(6) Lease obligations (fixed)
Debt Total- 95 -

89

Current fiscal year (As of March 31, 2023)
Carrying amount(Millions of yen)
(1) Investment securities

Market value (Millions of yen)

Difference (Millions of yen)

1,858

1,858

-

830

830

-

2,688

2,688

-

34

34

-

(4) Long-term loans payable (including Current portion of longterm loans payable)

130,826

130,860

34(5) Bonds payable (including Current portion of bonds payable)

4,205

4,174

249

237

△30

135,315

135,308(2) Long-term loans receivable
Property Total(3) Lease obligations, current(6) Lease obligations (fixed)
Debt Total

△11

△7

(*1) Shares and other securities without quoted market prices are not included in "(1) Investment securities." The carrying amounts of these financial instruments
are as follows:(Millions of yen)
Category

End of Previous Consolidated Accounting Period(As of March 31, 2022)

Unlisted stocks

Current Consolidated Fiscal Year(As of March 31, 2023)

593

510

(NOTE)1. Redemption schedule for monetary receivables and securities with maturity dates subsequent to the consolidated balance sheet datePrevious fiscal year (As of March 31, 2022)
Over one year
Within 5 years(Millions of yen)

Within 1 year
(Millions of yen)
Cash and deposits

Over five years
Within 2010 years(Millions of yen)

Due after ten years(Millions of yen)

33,428---Notes and accounts receivable

120

-

-

-

Long-term loans receivable

-

380

-

-

33,549380--

Within 1 year
(Millions of yen)Over one year
Within 5 years(Millions of yen)Over five years
Within 2010 years(Millions of yen)

Due after ten years(Millions of yen)

Total

Current fiscal year (As of March 31, 2023)

Cash and deposits

47,872---

Notes and accounts receivable

98

-

-

-

Long-term loans receivable

-

830

-

-

47,970

830

-

-

Total

- 96 -

2.Maturities of Short-term borrowings, Long-term loans payable, Bonds payable and Leased Obligations after the Consolidated Closing Date
Previous fiscal year (As of March 31, 2022)
Within 1 year
(Millions of yen)Over one year
Within 2 years(Millions of yen)Over 2 years
Within 3 years(Millions of yen)

Due after 3 years
Within 4 years(Millions of yen)

Due after 4 years
Within 5 years(Millions of yen)Over five years(Millions of yen)

Short-term borrowings

14,189

-

-

-

-

-

Long-term loans payable

25,29828,89525,517

11,194

6,858

9,457

Bonds payable

2,168

160

2,710

910

40

250

Lease obligations

35

35

35

34

32

148

Total

41,691

29,09028,262

12,139

6,930

9,855

Within 1 year
(Millions of yen)Over one year
Within 2 years(Millions of yen)Over 2 years
Within 3 years(Millions of yen)

Due after 3 years
Within 4 years(Millions of yen)

Due after 4 years
Within 5 years(Millions of yen)Over five years(Millions of yen)

18,065

-

-

-

-

-

74,004

-

-

-

-

-

25,99746,60731,903

10,580

6,844

8,893

Bonds payable

190

2,740

940

70

265

-

Lease obligations

34

34

33

32

31

117

Total

118,292

49,38232,877

10,682

7,140

9,010

Current fiscal year (As of March 31, 2023)

Short-term borrowings
Non-recourse Short-termborrowings
Long-term loans payable- 97 -

3.Breakdown of Fair Value of Financial Instruments by Level
The fair values of financial instruments are classified into the following 3 levels depending on the observability and significance of the inputs for determining
fair value:
Level 1 fair value: Fair value determined by quoted prices for assets or liabilities that are subject to valuation in active markets out of inputs related to thecalculation of observable fair values
Level 2 fair value: Fair value calculated using inputs other than Level 1 inputs related to the calculation of fair value that are observable
Level 3 fair value: Market value calculated using inputs related to the calculation of unobservable fair values
If multiple inputs are used that have a significant impact on the calculation of fair value, then the fair value is categorized as the lowest priority level indetermining fair value among the levels to which each of those inputs belongs.
(1)Financial instruments recorded on the consolidated balance sheets at fair value
Previous fiscal year (As of March 31, 2022)
Market value (Millions of yen)
Category
Level 1

Level 2

Level 3

Total

Investment securities
Equity securities
Property Total

4,868

-

-

4,868

4,868

-

-

4,868

Current fiscal year (As of March 31, 2023)
Market value (Millions of yen)
Category
Level 1

Level 2

Level 3

Total

Investment securities
Equity securities
Property Total

1,858

-

-

1,858

1,858

-

-

1,858

(2)Financial instruments other than financial instruments recorded on the consolidated balance sheets at fair value
Previous fiscal year (As of March 31, 2022)
Market value (Millions of yen)
Category
Level 1Long-term loans receivable
Property Total
Lease obligations, current
Long-term loans payable (including Current portion of
long-term loans payable)
Bonds payable (including Current portion of bonds
payable)Lease obligations (fixed)
Debt Total

Level 2

Level 3

Total

-

380

-

380

-

380

-

380

-

35

-

35

-

107,292-

107,292

-

6,271

-

6,271

-

270

-

270

-

113,870-

113,870- 98 -

Current fiscal year (As of March 31, 2023)
Market value (Millions of yen)
Category
Level 1Long-term loans receivable
Property Total
Lease obligations, current
Long-term loans payable (including Current portion of
long-term loans payable)
Bonds payable (including Current portion of bonds
payable)Lease obligations (fixed)
Debt Total

Level 2

Level 3

Total

-

830

-

830

-

830

-

830

-

34

-

34

-

130,860-

130,860

-

4,174

-

4,174

-

237

-

237

-

135,308-

135,308(NOTE) Explanation of valuation techniques used to calculate market prices and inputs related to the calculation of market prices
Investment securities
Listed stocks are valued using quoted prices. As listed shares are traded in active markets, their fair values are classified as Level 1 fair values.
Long-term loans receivable
The fair value of long-term loans receivable is classified by the discounted method based on the interest rate obtained by adding the credit spread to theappropriate indicators such as the future cash flow and the yield on government bonds for each credit risk Category for credit control purposes, and isclassified as Level 2 fair value.
Bonds payable (including Current portion of bonds payable)
The fair value of Bonds payable is determined by the discounted method based on Total amount of Bonds payable and principal and interest issued by
the Company and the interest rate adjusted for the remaining life of Bonds payable and credit risk. The fair value is classified as Level 2 fair value.
Long-term loans payable (including Current portion of long-term loans payable), leased obligations
The fair value of these instruments is determined using the discounted present value method based on Total amount of principal and interest and theinterest rate adjusted for the remaining term of the obligation and credit risk. The fair value is classified as Level 2 fair value.

- 99 -

(Notes to Securities)
1.Other in Securities
Previous fiscal year (As of March 31, 2022)
Type

Securities whose carrying
amount exceeds their
Acquisition cost

Securities whose carrying
amount does not exceed
Acquisition cost

Consolidated Balance Sheets
Amount recorded (Millions ofyen)

Acquisition cost
(Millions of yen)

Difference(Millions of yen)

(1) Equity securities

58

47

11

(2) Bonds---(3) Other

4,775

3,979

795

Subtotal

4,834

4,027

806

(1) Equity securities

3441(2) Bonds

-

-

△7

(3) Other

-

-

-

34

41

4,868

4,069

△7

Subtotal
Total

-

799

Current fiscal year (As of March 31, 2023)
Type

Securities whose carrying
amount exceeds their
Acquisition cost

Securities whose carrying
amount does not exceed
Acquisition cost

Consolidated Balance Sheets
Amount recorded (Millions ofyen)

Acquisition cost
(Millions of yen)

Difference(Millions of yen)

(1) Equity securities

95

74

21

(2) Bonds---(3) Other---

Subtotal

95

74

21

(1) Equity securities

815(2) Bonds

-

-

△7

(3) Other

1,754

1,880

1,762

1,895

1,858

1,969

Subtotal
Total

-

△125

△132

△111

2.Other securities sold
Previous fiscal year (As of March 31, 2022)
Not applicable.
Current fiscal year (As of March 31, 2023)
Type

Proceeds from sales(Millions of yen)

Total gain on sales(Millions of yen)

Total losses on sales(Millions of yen)

(1)Equity securities

40

27

-

(2)Bonds---(3)Other

212

19

-

253

46

-

Total
3.Marketable securities impaired
In End of Previous Consolidated Accounting Period, Not applicable.
During the fiscal year under review, Not applicable.

When the fair value of Term end declines by 50% or more from Acquisition cost level, all impairment losses are recognized. When the fair value of Term end
declines by 30% to 50%, impairment losses are recognized for the amount deemed necessary considering the possibility of recovery.

- 100 -

(Derivative Transactions)Not applicable.
(Retirement Benefits)
1.General outline of the retirement allowance system adopted
Our Group has a retirement lump-sum benefit plan as a defined benefit plan and a small business retirement benefit mutual aid plan as a defined contribution
plan. The lump-sum severance indemnities plans adopted by the Company and certain of its consolidated subsidiaries are calculated using the simplified method for
Liabilities related to retirement benefits and Retirement benefit expenses.

2.Defined benefit plan
(1) Reconciliation of benefit obligations between Balance and Term end Balance at the beginning of the period (excluding plans applying the simplified method
listed in (2))
End of Previous Consolidated Accounting
Current Consolidated Fiscal Year
Period(From April 1, 2022 to March 31, 2023)(From April 1, 2021 to March 31, 2022)
Beginning Balance of projected benefit obligation
Service cost

818 Millions of yen

916 Millions of yen

144

150

Interest cost

4

5

Actuarial gain or loss arising

14

△27

Benefits paid

△64

Term end Balance in projected benefit obligation

△41

916

1,003

(2) Reconciliation of beginning Balance and Term end Balance of Liabilities related to retirement benefits for plans applying the simplified method
End of Previous Consolidated Accounting
Current Consolidated Fiscal Year
Period(From April 1, 2022 to March 31, 2023)(From April 1, 2021 to March 31, 2022)
Liabilities related to retirement benefits Beginning Balance

45 Millions of yen

67 Millions of yen

Retirement benefit expenses

34

59

Benefits paid

△6

△25

67

97

Contributions to the SME Retirement Benefit Mutual Aid Plan

△5

Liabilities related to retirement benefits's Term end Balance△4(3) Reconciliation between Term end Balance of projected benefit obligation and plan assets and Liabilities related to retirement benefits and net defined benefit
asset recorded in the consolidated balance sheets
End of Previous Consolidated Accounting
Period(As of March 31, 2022)
Retirement benefit obligation for unfunded plans
Estimated amount to be paid under the SME Retirement Benefit
Mutual Aid Plan
Net amount of liabilities and assets recorded in the consolidatedbalance sheets- 101 -

Current Consolidated Fiscal Year(As of March 31, 2023)

1,021 Millions of yen

1,138 Millions of yen

△37

△38

984

1,100

(4) Amount of Retirement benefit expenses and its breakdown
End of Previous Consolidated Accounting
Current Consolidated Fiscal Year
Period(From April 1, 2022 to March 31, 2023)(From April 1, 2021 March 31, 2022)
Service cost

144 Millions of yen

150 Millions of yen

Interest cost

4

5

Amortization of actuarial loss

4

6

Retirement benefit expenses calculated by the simplified method

29

55

Retirement benefit expenses for defined benefit plans

181

216

(5) Remeasurements of defined benefit plans
The components of items recorded in Remeasurements of defined benefit plans (before tax effect) are as follows:
End of Previous Consolidated Accounting
Current Consolidated Fiscal Year
Period(From April 1, 2022 to March 31, 2023)(From April 1, 2021 to March 31, 2022)
Differences in the mathematical calculations
Combined Total

10 Millions of yen△33 Millions of yen

10

△33

(6) Remeasurements of defined benefit plans
The components of items recorded in Remeasurements of defined benefit plans (before tax effect) are as follows:
End of Previous Consolidated Accounting
Period(As of March 31, 2022)

Current Consolidated Fiscal Year(As of March 31, 2023)

Unrecognized actuarial loss

21 Millions of yen△11 Millions of yen

Combined Total

21

△11

(7) Assumptions used in actuarial calculations
Major actuarial assumptions (weighted average)
End of Previous Consolidated Accounting
Period(As of March 31, 2022)
Discount rate

0.51～0.58 %Expected rate of salary increase

2.07～2.95

Current Consolidated Fiscal Year(As of March 31, 2023)
0.86～0.99 %2.07～2.95

3.Defined contribution plan
The required contributions to our Small and Medium-Sized Company Retirement Benefit Mutual Aid Plan are End of Previous Consolidated Accounting Period 5
Millions of yen and 4 Millions of yen for the fiscal year under review.

- 102 -

(Stock options, etc.)
1.Amount and line item of expense related to stock options(Millions of yen)
End of Previous Consolidated Accounting Period(From April 1, 2021 to March 31, 2022)

Selling, general and administrative

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31, 2023)

125

expenses327

2.Details and size of stock options and their changes(1) Details of stock options
1st Class B Subscription rights to shares

Second Class B Subscription rights to shares

Category and number of persons granted

Directors 7 Name
1 of our Executive Officers

Directors 7 Name
1 of our Executive Officers

Stock by Class of shares
Optional numbers (NOTE)1,2

Common stock 130 thousand Shares

Common stock 120.4 thousand Shares

The grant dateJuly 9, 2012

May 14, 2013

Vesting conditions

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

The requisite service period

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The exercise period

From July 10, 2012 to July 9, 2052

From May 15, 2013 to May 14, 2053

Third Series Class B Subscription rights to shares

4th Series Class B Subscription rights to shares

Category and number of persons granted

Directors 7 Name
2 of our Executive Officers

Directors 7 Name
Our 3 Executive Officers

Stock by Class of shares(NOTE)1 number of options

Common stock 129.2 thousand Shares

Common stock 133.6 thousand Shares

The grant date

May 13, 2014

July 14, 2015

Vesting conditions

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

The requisite service period

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The exercise period

From May 2014, 2014 to May 13, 2054

From July 2015, 2015 to July 14, 2055

- 103 -

5th Series Class B Subscription rights to shares

Sixth Series Class B Subscription rights to shares

Category and number of persons granted

Directors 7 Name
2 of our Executive Officers

Our 6 directors
5 of our Executive Officers

Stock by Class of shares(NOTE)1 number of options

Common stock 125.2 thousand Shares

Common stock 128 thousand Shares

The grant date

May 10, 2016

July 11, 2017

Vesting conditions

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

The requisite service period

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The exercise period

From May 11, 2016 to May 10, 2056

From July 12, 2017 to July 11, 2057

Seventh Series Class B Subscription rights to shares

Series 8 Class B Subscription rights to shares

Directors 7 Name
Executive Officer 7 Name

Directors 7 NameOur 6 Executive Officers(NOTE)1 of stock options by Class ofsharesCommon stock 164 thousand Shares

Common stock 156 thousand Shares

The grant dateAugust 28, 2018

July 30, 2019

Vesting conditions

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

The requisite service period

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The exercise period

From August 29, 2018 to August 28, 2058

From July 31, 2019 to July 30, 2059

Category and number of persons granted

Series 9 Class B Subscription rights to shares

10th Series Class B Subscription rights to shares

Directors 7 Name
5 of our Executive Officers

Directors 7 Name
4 of our Executive Officers(NOTE)1 of stock options by Class ofsharesCommon stock 159.6 thousand Shares

Common stock 158.1 thousand Shares

The grant dateAugust 1, 2020

July 31, 2021

Vesting conditions

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

The requisite service period

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The exercise period

From August 2, 2020 to August 1, 2060

From August 1, 2021 to July 31, 2061

Category and number of persons granted- 104 -

10th Series Class A Subscription rights to shares

11th Series Class B Subscription rights to shares

Directors 7 Name
Executive Officer 7 Name

Directors 7 Name
Executive Officer 7 Name(NOTE)1 of stock options by Class ofsharesCommon stock 756.2 thousand Shares

Common stock 188 thousand Shares

The grant dateAugust 23, 2022

August 23, 2022

Vesting conditions

There are no vesting conditions.

In principle, on or after the day following the date of loss ofboth our directors and Executive Officers positions.

The requisite service period

The applicable service period is not specified.

The Company does not consider the applicable service period
as it is difficult to reasonably predict the vesting date.

The exercise period

From August 24, 2022 to August 23, 2062

From August 24, 2022 to August 23, 2062

Category and number of persons granted(NOTE)1. Figures are converted into the number of shares.
As the Company conducted a 4 Shares stock split for each Shares on July 1, 2.2013, the number of shares after adjustment for the stock split is presented.

- 105 -

(2) Size of stock options and their changes
Stock options that existed in the current consolidated fiscal year (Year ending March 31, 2023) are covered, and the number of stock options is converted to
the number of shares.
① Number of stock options
Second Series
Third Series Class
Series 1 Class B
Series 4 Class B 5th Series Class B Series 6 Class B
Series 7 Class B
Series 8 Class B
Class B
B
Subscription rights
Subscription rights Subscription rights Subscription rights Subscription rights Subscription rights
Subscription rights Subscription rights
to shares
to shares
to shares
to shares
to shares
to shares
to shares
to shares

Non-vested (Shares)
End of End of Previous
Consolidated Accounting

30,40028,00027,60032,00032,00076,000102,000

102,000

Grant

-

-

-

-

-

-

-

-

Lapse

-

-

-

-

-

-

18,00018,000

Vesting

-

-

-

-

-

-

-

-

30,40028,00027,60032,00032,00076,00084,00084,000

-

-

-

-

-

-

-

-

Vesting

-

-

-

-

-

-

-

-

Exercise of rights

-

-

-

-

-

-

-

-

Lapse

-

-

-

-

-

-

-

-

Outstanding balance

-

-

-

-

-

-

-

-

PeriodUnvested balance(Shares) after vesting
End of End of Previous
Consolidated Accounting
PeriodSeries 9 Class B
Subscription
rights to shares

Series 10 Class Series 10 Class 11th Series Class
B
A
B
Subscription
Subscription
Subscription
rights to shares rights to shares rights to shares

Non-vested (Shares)
End of End of Previous
Consolidated Accounting

140,400

158,100

-

-

Grant

-

-

756,200

188,000

Lapse

20,80022,900-24,300

Vesting--

756,200-

119,600

135,200-

163,700

-

-

-

-

Vesting--

756,200-

Exercise of rights--

756,200

-

Lapse

-

-

-

-

Outstanding balance

-

-

-

-

PeriodUnvested balance(Shares) after vesting
End of End of Previous
Consolidated Accounting
Period(NOTE)As the Company conducted a 4 Shares stock split for each Shares on July 1, 2013, the number of shares after adjustment for the stock split is presented.

- 106 -

② Unit price information
1st Class B
Second Class B
Subscription
Subscription
rights to shares rights to shares
Exercise Price (Yen)
Average Stock Price at
Exercise (Yen)Fair value at grant-date (Yen)

1

1

1

1

1

1

1

1

-

-

-

-

-

-

-

-

128

306

186

472

480

316

253

290

Series 9 Class B
Subscription
rights to shares
Exercise Price (Yen)
Average Stock Price at
Exercise (Yen)Fair value at grant-date (Yen)

Third Series
Sixth Series
Seventh Series
4th Series Class 5th Series Class
Series 8 Class B
Class BClass BClass BB Subscription B Subscription
Subscription
Subscription
Subscription
Subscription
rights to shares rights to sharesrights to sharesrights to sharesrights to shares rights to shares

10th Series
10th Series
11th Series ClassClass BClass AB Subscription
Subscription
Subscription
rights to sharesrights to shares rights to shares

1

1

1

1

-

-

383

-

228

241

376

262

(NOTE)Exercise prices are the amounts of 1 Shares Per share. The figures are converted into prices after the stock split on July 1, 2013 (ratio of 4 Shares per Shares).

3.Method of estimating the fair value of stock options
The fair value estimation methods for the 10th Series Class A Subscription rights to shares granted in the fiscal year under review are as follows:① Black-Scholes valuation technique used
② Main basic figures and estimation method
10th Series Class A Subscription rights to shares
22.6%

Stock Price Volatility (NOTE)1

0.0028 years

Expected remaining maturity (NOTE)2
Expected dividend rate (NOTE)3

3.14%

Risk-free rate (NOTE)40.001%(NOTE)Calculated based on the actual stock price from August 24, 1.2020 to August 2022, 2022.
2.The period from Subscription rights to shares allocation date to the beginning of the exercise period is used.
3.Calculated based on dividend results for the most recent 2010 years.
4.The average uncollateralized overnight call rate is used because the expected life is very short.

The fair value estimation methods for the 11th Series Class B Subscription rights to shares granted in the current fiscal year are as follows:① Black-Scholes valuation technique used
② Main basic figures and estimation method
11th Series Class B Subscription rights to shares
41.3%

Stock Price Volatility (NOTE)1

11.5 years

Expected remaining maturity (NOTE)2
Expected dividend rate (NOTE)3

3.14%

Risk-free rate (NOTE)4

0.313%(NOTE)Calculated based on the actual stock price from March 7, 1.2011 to August 2022, 2022.
2.The weighted-average of the expected remaining service lives of Subscription rights to shares employees is used.
3.Calculated based on dividend results for the most recent 2010 years.
4.Calculated based on JGB yields with a term corresponding to the expected remaining term.

4.Method of estimating the number of stock options vested
Basically, because it is difficult to reasonably estimate the number of future forfeitures, the Company has adopted a method to reflect only the actual number of
forfeitures.

- 107 -

(Deferred tax accounting)
1.Breakdown of principal origins of deferred tax assets and liabilities
End of Previous Consolidated
Accounting Period(As of March 31, 2022)

Current Consolidated Fiscal Year(As of March 31, 2023)

Deferred tax assets
Bonus Allowance in excess of tax limit

200 Millions of yen

221 Millions of yen

Allowance for doubtful accounts in excess of tax limit

88

85

Real estate for sale valuation loss denied

369

53

Denial of loss from membership revaluation

34

34

Liabilities related to retirement benefits in excess of tax limit

312

355

53

44

477

184

1

-

Retirement benefits for directors and corporate auditors Allowance inexcess of tax limit
Excess depreciation expense disallowed for tax purpose
Loss on devaluation of telephone subscription rights denied
Impairment loss deny

726

400

Deferred consumption taxes

111

147

Income Taxes and Other Taxes Payable

152

167

Mandatory write-down of investment securities

3

3

Denial of asset retirement obligations

56

62

Tax loss carryforwards

36-

Tax Deferred assets

254

251

82

36

Subscription rights to shares

60

80

Loss on compensation for construction contracts denied

66

66

Shares of the Successor Corporation in Split-

290

Tax effect on elimination of unrealized gains on consolidation-

742

Compensation for completed construction Allowance in excess ofdeductible expenses

Other
Subtotal deferred tax assets
Valuation allowance (Note)
Deferred income taxes Total assets

104

273

3,192

3,503

△1,502

1,689

△612

△551

△551

△8

-

2,890

Deferred tax liabilities
Valuation difference on assets received for merger
Net unrealized gains on available-for-sale securities△248

Deferred gain (loss) on transfer of property
Tax effect on elimination of unrealized gains on consolidation

△28

Other

-

Deferred income taxes Total liabilities△837

Net deferred tax assets (△: liability)

852(NOTE)The main Details of the change in the valuation allowance was a reduction in the valuation allowance related to Impairment loss, etc.

- 108 -

△2

△102
△656

2,234

2.Principal components of significant differences arising between the statutory tax rate and the effective tax rate
End of Previous Consolidated Accounting
Period(As of March 31, 2022)
Statutory tax rate

Current Consolidated Fiscal Year(As of March 31, 2023)

30.6%

30.6%

(Adjustment)
Increase in valuation allowance

△1.4

△16.9

△0.1

0.0

0.1

0.2

Per capita inhabitant tax

0.6

9.2

Difference in tax rates of subsidiaries

0.6

2.1

-

Expenses not deductible for income tax purposes

0.6

Items that are not permanently included in gross profit, such as
Dividend income

Goodwill depreciation

1.1

Effect of consolidation adjustments

2.6

△5.6

Other

33.6

22.0

1.4

Effective income tax rate

(Business Combinations, etc.)(Transactions Under Common Control)(Company Split in Accordance with Transition to a Holding Company Structure)
Following the approval of Board of Directors on May 30, 2022, we implemented an absorption-type company split with October 1, 2022, with our 100%
owned subsidiary, Takara Leben West Japan Co., Ltd., as the successor company, and transitioned to a holding company structure.
On the same date, our name was changed to MIRARTH HOLDINGS, Inc. and the name of Takara Leben West Japan Co., Ltd. was changed to Takara
Leben Co., Ltd..

1.Summary of Transactions(1)The name of the business covered and Details of such businessOf the businesses we operate, any and all businesses other than the Group Business Administration Business (including businesses related tothe operations required for us to operate as a holding company as a listed company), Energy Business and Asset Management Business(2)Date of business combination
October 1, 2022
(3)Legal form of business combination
Corporate split (absorption-type company split) with us as Corporation which effects absorption-type demerger and Takara Leben West Japan
Co., Ltd. as Relation to absorption-type demerger(4)Name following business combination
・Split-off companies: MIRARTH HOLDINGS, Inc.
・Successor: Takara Leben Co., Ltd.
(5)Summary of Other Transactions
By shifting to a holding company structure, the Group aims to separate Group management functions from business execution functions andbuild a robust governance system.

2.Accounting method
In accordance with the "Accounting Standard for Business Combinations" (ASBJ Statement No. 21, January 16, 2019) and the "Guidance on
Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures" (ASBJ Guidance No. 10, January 16, 2019),
these transactions are accounted for as transactions under common control.

- 109 -

(Business Combination through Acquisition)(Tender offer for Takara Leben Infrastructure Investment Corporation)
On September 28, 2022, Sumitomo Mitsui Banking Corporation, a wholly-owned subsidiary of Sumitomo Mitsui Finance & Leasing Co., Ltd. and
Sumitomo Mitsui Banking Corporation, a wholly-owned subsidiary of Sumitomo Mitsui Financial Group, entered into a Tender Offer for Green Energy(collectively, 70% owned by Sumitomo Mitsui Financial Group, as a consolidated subsidiary) for the investment units of Takara Leben Infrastructure
Investment Corporation (the "Target Unit").The Company decided to acquire the shares through a tender offer under the Financial Instruments andExchange Act (Act No. 25 of 1948, as amended) (the "Tender Offer"), and on September 28, 2022, the Tender Offer The Company decided to acquire theinvestor's units by means of a bargain, and from September 29, 2022, the Tender Offer was executed and the Tender Offer was terminated on November 11,
2022.
As a consequence of the Tender Offer, we have made the target company our consolidated subsidiary with November 18, 2022 (the date on which theTender Offer is settled).

1.The outline of the Business Combination(1)Name of the Tender Offeror
Name: Green Energy LLC. of the Tender Offeror(2)Name of the acquired company and Details of its business
Name of acquired company: Takara Leben Infrastructure Fund Inc.
Business Details: Investments in Renewable Power Generation Facilities(3)Main reasons for the business combination
This is to expand the renewable Energy Business.
(4)Date of business combination
November 18, 2022
(5)Legal form of business combination
Acquiring Investment units for Cash(6)Name following business combination
Takara Leben Infrastructure Fund Inc.
(7)Acquired equity interest
Equity ownership held immediately prior to the business combination 6.60%
Equity interest additionally acquired on the date of the business combination 84.78%
Ownership ratio after acquisition 91.37%(8)Main rationale for determining the company to acquire
Green Energy LLC., a consolidated subsidiary of the Company, acquired a majority interest in Takara Leben Infrastructure Fund Inc.'s
Investment units in exchange for cash. As a result, Green Energy LLC. is deemed to have substantial control.

2.Period of performance of the acquired company included in the consolidated financial statements
From December 1, 2022 to February 28, 2023

3.Breakdown of the acquired company's Acquisition cost and consideration by Type
Market value of Investment units held immediately prior to the business combination as of
the business combination date

2,499 Millions of yen

Market value of Investment units acquired on the date of business combination

32,122Acquisition cost

34,622

4.Difference between Acquisition cost of the acquired company and Total amount of Acquisition cost for each transaction that led to the acquisition
Gain on step acquisitions 601 Millions of yen- 110 -

5.Amount, source, amortization method and amortization period of Goodwill incurred(1)Amount of Goodwill incurred
2,747 Millions of yen
The amount of Goodwill is calculated on a provisional basis because the allocation of Acquisition cost has not been completed at the end of the
fiscal year under review.
(2)Cause of occurrenceThis is generated from the excess earnings expected from future business development.
(3)Method and term to amortize goodwill
Straight-line method over 2015 years

6.The amount of assets accepted and liabilities assumed on the date of the Business Combination, and major breakdown thereof
Current assets

6,080 Millions of yen

Fixed assets

68,097

Total assets

74,178Current liabilities

3,587

Fixed liabilities

35,676

Total liabilities

39,264

7.The estimated amount of influence that would be exerted on the consolidated profit and loss statement for the current Consolidated Fiscal Year if theBusiness Combination is assumed to have been completed on the day of commencement of the Consolidated Fiscal Year, and the calculation
method thereof
Net sales 4,987 Millions of yen
Operating income 1,522(Calculation Method for Estimated Amounts)
Net sales and profit and loss data calculated on the assumption that the business combination was completed at the beginning of theconsolidated fiscal year are used as the approximate amount of the impact.
This note is not subject to Audit certification.

- 111 -

(Asset retirement obligations)
Our group recognizes the obligation to restore Land for rental offices to its original condition at the time of vacating under the real estate lease contract as an asset
retirement obligation. However, the description is omitted because the total amount of the obligation is immaterial.
With regard to the obligation to restore the property to its original condition at the time of its vacating under the real estate lease agreement of the head office,etc., instead of recording it as a liability, the Company reasonably estimates the amount that is ultimately deemed unlikely to recover the security deposit related to
the real estate lease agreement, and records the amount belonging to the burden for the consolidated fiscal year in expenses.
(Rental and other real estate-related)
We and certain of our consolidated subsidiaries have office buildings (including Land) for lease and condominiums for lease in the Tokyo-based Other region.
Rental income (loss) related to such rental properties in End of Previous Consolidated Accounting Period is 355 Millions of yen (rental income is recorded in Net
sales and major rental expenses are recorded in Cost of sales). Rental income (loss) related to such rental properties for the fiscal year under review is 259 Millionsof yen (rental income is recorded in Net sales and major rental expenses are recorded in Cost of sales).
In addition, the amounts reported on the consolidated balance sheets, the changes during the period, and the fair value of the rental properties are as follows.
(Millions of yen)
End of Previous Consolidated Accounting Period(From April 1, 2021 To March 31, 2022)

Current Consolidated Fiscal Year
(From April 1, 2022 To March 31, 2023)

Carrying amount
Beginning Balance

39,70938,805

Changes during the year

△903

38,805△3,091

38,11837,254

Term end BalanceTerm end Market Value

35,714(NOTE)1. Carrying amount is Acquisition cost less accumulated depreciation and accumulated Impairment loss.
2.Of Change during the period, End of Previous Consolidated Accounting Period increased mainly due to real estate acquisitions (15,485 Millions of yen),while the main decrease was due to transfers to Real estate for sale and Real estate for sale in progress (11.5 thousand Millions of yen), changes inuses other than rental properties (4,283 Millions of yen) and Depreciation and amortization (436 Millions of yen). During the fiscal year under review,the main increases were real estate acquisitions (12,097 Millions of yen) and changes in use to rental properties (38 Millions of yen). The maindecreases were transfers to Real estate for sale and Real estate for sale in progress (14,364 Millions of yen) and Depreciation and amortization (316Millions of yen).
3.The fair value of Term end is based on the appraisal value by an outside real estate appraiser.
4.Assets under construction are not included in the above table because their fair values are extremely difficult to determine. End of Previous Consolidated
Accounting Period of the property under construction and the amount recorded in the consolidated balance sheet for the current fiscal year are 2,316
Millions of yen and 3,020 Millions of yen, respectively.

- 112 -

(Revenue Recognition)
1.Revenue arising from contracts with customers decomposition data
Information disaggregating revenue from contracts with customers is presented in "Notes (Segment Information, etc.)."2.Understanding Revenue arising from contracts with customers is based on
The information that forms the basis for understanding Revenue arising from contracts with customers is as described in "4. Significant Items Forming
the Basis for Preparation of Consolidated Financial Statements, (5) Accounting Policies, Basis for Recognition of Significant Revenues and Expenses."

3.Information on the relationship between the satisfaction of performance obligations under contracts with customers and cash flows arising from suchcontracts and the amount and timing of revenue expected to be recognized from contracts with customers existing at the end of the current fiscal year in thefollowing fiscal year and beyond(1)Balance of contract assets and contract liabilities, etc.
End of Previous Consolidated
Accounting Period

Current Consolidated Fiscal Year

Receivables from contracts with customers (beginning Balance)

2,082

2,765 Millions of yen

Receivables from contracts with customers (Term end Balance)

2,765

3,379

Contractual liability (beginning Balance)

5,632

7,323

Contractual liability (Term end Balance)

7,323

10,172Contractual liabilities primarily relate to advances received from customers who are ordinary consumers who deliver the property pursuant to realestate sales contracts in Real Estate Business. Contractual liabilities are reversed upon recognition of revenue.
The amount of revenue recognized in End of Previous Consolidated Accounting Period that was included in the contractual liability Balance at the
beginning of the period was 3,626 Millions of yen.
The amount of revenue recognized in the current fiscal year that was included in contractual liability Balance as of the beginning of the fiscal year
was 4,348 Millions of yen.

(2)Transaction price allocated to the remaining performance obligation
We and our consolidated subsidiaries have applied the practical expedient method to note the transaction price allocated to the remaining performanceobligations and have not included in the scope of the note for contracts with an initial expected contractual term of 1 year or less. The performanceobligations relate to the delivery of the property pursuant to a real estate purchase and sale agreement in Real Estate Business, and the total transaction
prices allocated to the remaining performance obligations and the expected term of revenue to be recognized are as follows:
End of Previous Consolidated
Accounting Period

Current Consolidated Fiscal Year

Within 1 year

38,295 Millions of yen

23,842 Millions of yen

Due in 1-2 years

11,007

41,942

Due after 2 years through 3 years

3,915

12,222

Total

53,21878,007- 113 -

(Segment information, etc.)[Segment Information]
1.Reportable segments at a Glance
Reportable segments of the Group are components of the Group for which discrete financial informations is available and regularly reviewed by Board of
Directors to make decisions about resource allocation and assess performance.
Our group conducts business activities mainly on condominium sales. "Real Estate Business," "Energy Business," and "Asset Management Business" arereferred to as Reportable segments.
With the aim of further enhancing corporate value, our Group has shifted to a holding company structure as a October 1, 2022 from the viewpoint of clarifying
profitability and business responsibilities for each segment and effectively utilizing management resources by shifting to a pure holding company structure.
Accordingly, in the current consolidated fiscal year, we have decided to change the 5 segments of "Real Estate Sales Business," "Real Estate Rental Business,""Real Estate Management Business," "Energy Business," and "Other Businesses," which were previously disclosed as Reportable segments, to 4 segments: "RealEstate Business," "Energy Business," "Asset Management Business," and "Other Businesses." In addition, the allocation method of company-wide expenses has
been reviewed.
Accordingly, End of Previous Consolidated Accounting Period's segmental information is also presented under the new name.
In Real Estate Business business, in addition to the core business of new condominiums, the Group is engaged in new detached houses, renovation and resaleof condominiums, the liquidation business, which sells income-generating properties such as residential properties and offices, the Real Estate Rental Business,and the real estate management business.
Energy Business sells electricity generated from solar and other wind, biomass and other renewable energy to electric power companies to generate stablerevenues.
"Asset Management Business" utilizes our extensive expertise, know-how, and networks in real estate and renewable energy accumulated in our group. We are
entrusted with the management of J-REIT and private funds, etc., and provide excellent investment opportunities and solid asset-management services.

2.Methods of calculating the amounts of items of Net sales, income/loss, assets/liabilities, and Other for each Reportable segments
The accounting methods used for Report of business segments are generally the same as those described in "Significant Items Forming the Basis for
Preparation of Consolidated Financial Statements," except for inventory valuation standards.
Inventories are valued at book value after devaluation based on a decline in profitability.
Reportable segments earnings are Operating income based figures.
Intersegment revenues and transfers are based on prevailing market prices.

- 114 -

3.Information on the amounts of Net sales, income or loss, assets/liabilities, and Other for each Reportable segments, and breakdown information on revenue
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)(Millions of yen)
Reportable segments
Real EstateBusiness

Energy Business

AssetManagement
Business

Other(NOTE)

Total

Total

Net sales
Revenue arising from contracts with customers

118,334

34,2481,315

153,898

2,895

156,793

5,950

-

-

5,950

-

5,950

124,285

34,2481,315

159,848

2,895

162,744

Intersegment Net sales
Or the amount transferred

-

-

-

-

-

-

Total

124,285

34,2481,315

159,848

2,895

162,744

Segment income (loss) (△)

7,661

3,840

593

12,096

11,877

Segment assets

163,838

28,441

2,003

194,282△219

Segment liabilities

130,082

26,400379

Depreciation and amortization

612

2,164

Amortization of goodwill

78

Interest expenses
Increased amount of Property, plant and equipment
and Intangible assets

Other revenue
Net sales to customers

3,236

197,519

156,861

7,364

164,226

8

2,785

17

2,803

-

-

78

-

78

1,030

661

0

1,692

9

1,702

14,585

10,372

2

24,960289

25,249Items in Other(NOTE)"Other" Category is a business segment not included in Reportable segments and includes construction subcontracting and repair work.

- 115 -

Fiscal year: (From April 1, 2022 to March 31, 2023)(Millions of yen)
Reportable segments
Real EstateBusiness

Energy Business

AssetManagement
Business

Other(NOTE)

Total

Total

Net sales
Revenue arising from contracts with customers

133,291

9,045

1,096

143,434

4,219

147,653

5,819

-

-

5,819

-

5,819

139,110

9,045

1,096

149,253

4,219

153,472

-

-

-

-

-

-

Total

139,110

9,045

1,096

149,253

4,219

153,472

Segment income (loss) (△)

7,906

△956

322

7,271

△241

7,030

Other revenue
Net sales to customers
Intersegment net sales or transfers

Segment assets

181,226

120,820

2,052

304,099

5,373

309,473

Segment liabilities

161,822

111,390288

273,501

3,974

277,476

Depreciation and amortization

362

2,183

7

2,553

86

2,639

Amortization of goodwill

78

-

-

78

-

78

Interest expenses

1,256

683

0

1,939

11

1,951

Increased amount of Property, plant and equipment
and Intangible assets

16,95752,4852

69,44596

69,542Items in Other(NOTE)"Other" Category is a business segment not included in Reportable segments and includes construction subcontracting and repair work.

- 116 -

4.Difference between Reportable segments Total amount and the amount recorded in the consolidated financial statements and the main Details of the difference(Items regarding reconciliation of differences)(Millions of yen)
End of Previous Consolidated Accounting

Net sales

Current Consolidated Fiscal Year

PeriodReportable segments Total
Net sales of Category in Other
Elimination of inter-segment transactions
Net sales of Consolidated Financial Statements

159,848

149,253

2,895

4,219

-

-

162,744

153,472(Millions of yen)

End of Previous Consolidated Accounting

ProfitCurrent Consolidated Fiscal Year

PeriodReportable segments Total

12,096

7,271

Benefits of Other's Category

△219

-

△241

-

-

11,877

7,030

Elimination of inter-segment transactions
Amortization of goodwill
Operating income of Consolidated Financial Statements-(Millions of yen)
End of Previous Consolidated Accounting

AssetsCurrent Consolidated Fiscal Year

PeriodReportable segments Total

194,282

304,099

Other's Category property

3,236

5,373

△20,339△97,348

223,473

341,669

Offset and Elimination of Obligations to Administration Divisions of
Head Office
Corporate assets (Note)

46,293

Total assets of Consolidated Financial Statements

129,544(NOTE)Corporate assets are assets not attributable to Reportable segments. Major items include assets related to Cash and deposits and Administration Divisions
and deferred tax assets.
(Millions of yen)
End of Previous Consolidated Accounting

Liabilities

Current Consolidated Fiscal Year

PeriodReportable segments Total
Other's Category Debt
Offset and Elimination of Obligations to Administration Divisions of
Head Office
Corporate liabilities (Note)

156,861

273,501

7,364

3,974

△15,764△44,814

163,871276,527

15,409Total liabilities of Consolidated Financial Statements

43,864(NOTE)Corporate debt is a debt that is not attributable to Reportable segments. The main item is loans payable, etc.
(Millions of yen)
Reportable segments Total
Items in Other

Depreciation and amortization
Amortization of goodwill
Interest expenses

Other

Adjusted amount

Carrying value

Previous
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

Previous
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

Previous
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

Previous
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

2,785

2,553

17

86

35

380

2,838

3,020

78

78

-

-

250

311

329

390

1,692

1,939

9

11

53

129

1,755

2,080

- 117 -

Reportable segments Total
Items in Other

Other

Adjusted amountPrevious
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

Previous
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

Previous
consolidated
Fiscal year

24,96069,445

289

96

151

This
consolidated
company
Fiscal year

Carrying value
Previous
consolidated
Fiscal yearThis
consolidated
company
Fiscal year

25,40020,837

Property, plant and equipment andintangibles
Increased Fixed assets (Note)△48,704(NOTE)Adjustments to increase in Property, plant and equipment and Intangible assets represent accruals for Goodwill not allocated to Reportable segments,
capital expenditures for head office buildings, etc., and elimination of inter-segment transactions.

- 118 -

[Related Information]
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
1.Information for each product and service
This information is omitted because the same information is disclosed in Segment Information.

2.Information for each region(1)Net sales
This information is omitted because Net sales to customers in Japan accounts for more than 90% of Net sales in the consolidated statements of income.

(2)Property, plant and equipment
Disclosure is omitted because the amount of Property, plant and equipment located in Japan exceeds 90% of the amount of Property, plant and equipmenton the consolidated balance sheet.

3.Information for each major customer
Not applicable.

Fiscal year: (From April 1, 2022 to March 31, 2023)
1.Information for each product and service
This information is omitted because the same information is disclosed in Segment Information.

2.Information for each region(1)Net sales
This information is omitted because Net sales to customers in Japan accounts for more than 90% of Net sales in the consolidated statements of income.

(2)Property, plant and equipment
Disclosure is omitted because the amount of Property, plant and equipment located in Japan exceeds 90% of the amount of Property, plant and equipmenton the consolidated balance sheet.

3.Information for each major customer
Not applicable.

- 119 -

[About Fixed assets's Impairment loss per Reportable segments]
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)(Millions of yen)
Real Estate BusinessImpairment loss

Energy Business-

Asset Management
Business-

Corporate andeliminations

Others (Note)

-

588

Total
-

588

(NOTE)The amount of "Other" is related to the hotel-related business.
Fiscal year: (From April 1, 2022 to March 31, 2023)(Millions of yen)
Real Estate BusinessImpairment loss

Energy Business-

Asset Management
Business-

Corporate andeliminations

Others (Note)

-

48

Total
-

48

(NOTE)The amount of "Other" is related to the hotel-related business.
[Amortization of goodwill and unamortized Balance per Reportable segments]
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)(Millions of yen)
Real Estate Business
Amortization for theyear
Term end Balance

Energy Business

Asset Management
Business

Corporate andeliminations (Note)

Other

Total

78

-

-

-

250

329

176

-

-

-

1,384

1,561

(NOTE)Corporate and eliminations represent amortized and unamortized Balance related to corporate Goodwill not attributable to Reportable segments.

Fiscal year: (From April 1, 2022 to March 31, 2023)(Millions of yen)
Real Estate Business
Amortization for theyear
Term end Balance

Energy Business

Asset Management
Business

Corporate andeliminations (Note)

Other

Total

78

-

-

-

311

390

98

-

-

-

3,820

3,918

(NOTE)Corporate and eliminations represent amortized and unamortized Balance related to corporate Goodwill not attributable to Reportable segments.

[About Negative Goodwill gains per Reportable segments]
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
In "Real Estate Business," the Company acquired shares of Iwano K.K. and made it a consolidated subsidiary. As a result, Negative Goodwill gains wasrecognized. The recorded amount of Negative Goodwill gains due to this event is 37 Millions of yen.

Fiscal year: (From April 1, 2022 to March 31, 2023)
Not applicable.

- 120 -

[Related party information]
Related party transactions(1)Transactions between the Company submitting the consolidated financial statements and related parties
Officers and Major Shareholders of the Company Submitting Consolidated Financial Statements (limited to individuals), etc.
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
Not applicable.

Fiscal year: (From April 1, 2022 to March 31, 2023)
Not applicable.

(2)Transactions between consolidated subsidiaries of the Company submitting consolidated financial statements and related parties
Officers and Major Shareholders of the Company Submitting Consolidated Financial Statements (limited to individuals), etc.
End of Previous Consolidated Accounting Period (From April 1, 2021 to March 31, 2022)
Not applicable.

Fiscal year: (From April 1, 2022 to March 31, 2023)
Not applicable.
(Per Share Information)
End of Previous Consolidated
Accounting Period(From April 1, 2021 to March 31,
2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31,2023)

542 yen 4 yen

558 yen 95 yen

Net income per share

57.10 yen

41 yen 90 yen

Diluted Net income per share

5,669 yen

4,158 yen

End of Previous Consolidated
Accounting Period(From April 1, 2021 to March 31,
2022)

Current Consolidated Fiscal Year
(From April 1, 2022 to March 31,
2023)

6,215

4,584

-

-

6,215

4,584

108,854

109,403

-

-

785

852

(785)

(852)

1 Shares Per share Net assets(NOTE)The basis for calculating Net income per share and fully diluted Net income per share is as follows.

Net income per share
Net income attributable to owners of parent

Net income not applicable to common shareholders

Net income attributable to owners of parent related to Common stock

Average number of shares during the period(Millions ofyen)(Millions ofyen)(Millions ofyen)(Thousands ofShares)Diluted Net income per share
Net income attributable to owners of parent Adjustments

Common stock growth(Millions ofyen)(Thousands ofShares)(Subscription rights to shares (Thousands of Shares))
Summary of dilutive shares not included in the calculation of diluted Net income per sharebecause they have no dilutive effect- 121 ---

(Significant Subsequent Events)
Not applicable.

- 122 -

⑤[Consolidated Supplementary Schedule][Bonds payable Schedule]
Company Name

MIRARTH Holdings Inc.
MIRARTH Holdings Inc.

Brand
First Unsecured Bonds
payableSecond Unsecured Bonds
payableFirst Unsecured Bonds

Takara Leben Co., Ltd.

payableSecond Unsecured Bonds

Takara Leben Co., Ltd.

payableThird Unsecured Bonds

Takara Leben Co., Ltd.

payableFourth Series of

Takara Leben Co., Ltd.

Unsecured Bonds payable
5th Unsecured Bonds

Takara Leben Co., Ltd.

payable11th Unsecured Bonds

Takara Leben Co., Ltd.

payable12th Unsecured Bonds

Takara Leben Co., Ltd.

payable13th Unsecured Bonds

Takara Leben Co., Ltd.

payable14th Unsecured Bonds

Takara Leben Co., Ltd.

payable15th Unsecured Bonds

Takara Leben Co., Ltd.

payable16th Unsecured Bonds

Takara Leben Co., Ltd.

payable17th Unsecured Bonds

Takara Leben Co., Ltd.

payable18th Unsecured Bonds

Takara Leben Co., Ltd.

payable19th Unsecured Bonds

Takara Leben Co., Ltd.

payableLeben Clean Energy Co., Ltd.

First Unsecured Bonds
payableTotal

Balance at the
beginning of the Term end Balance
period(Millions of yen)
(Millions of yen)

Issue Date

Interest rate(%)

Collateral

Maturity date

January 24, 2020

2,000
(2,000)

-

1.30

No

March 24, 2023

January 24, 2020

2,600

2,600

1.50

No

March 24, 2025

December 5, 2019

108
(108)

-

0.70

No

December 23, 2022

June 30, 2020

250

250

0.30

No

June 30, 2027

September 30, 2020

100

100

0.02

No

September 30, 2025

March 25, 2021

300

300

0.30

No

March 25, 2026

September 24, 2021

50

50

0.37

No

September 25, 2024

June 30, 2020

100

100

0.37

No

June 30, 2025

September 15, 2020

100

100
(100)

0.45

No

September 15, 2023

September 18, 2020

100

100

0.60

No

September 18, 2025

September 30, 2020

100

100

0.40

No

September 30, 2025

January 20, 2021

100

100

0.39

No

January 20, 2026

February 5, 2021

80
(20)

60
(20)

0.19

No

February 5, 2026

February 19, 2021

50

50

0.36

No

February 19, 2026

December 15, 2021

100
(20)

80
(20)

0.05

No

December 15, 2026

January 20, 2022

100
(20)

80
(20)

0.27

No

January 20, 2027

September 29, 2022

-

135
(30)

0.70

No

September 29, 2027

6,238
(2,168)

4,205
(190)

-

-

-

-

-

(NOTE)1.() Figures in this report are redemption schedules within 1 year.
2.The redemption schedule for the 5 years after the consolidated balance sheet date is as follows:
Within 1 year
(Millions of yen)190

Due in 1-2 years(Millions of yen)

Due after 2 years through Due after 3 years through Due after 4 years through3 years
4 years
5 years(Millions of yen)
(Millions of yen)
(Millions of yen)

2,740

940

- 123 -

70265

[Schedule of Borrowings]

Category

Balance at the
beginning of theperiod(Millions of yen)

Term end Balance(Millions of yen)

14,18918,0651.01--

74,004

1.41-

25,29825,997

0.89

-

35

34

-

-

81,923

104,828

0.93

From April 2024.
June. 2057

285

249

-

From April 2024.
2026 April

121,731

223,180

Short-term borrowings
Non-recourse Short-term borrowings
Long-term loans payable due within 1 year
Lease obligations due within 1 year
Long-term loans payable (excluding those to be repaid within 1 year)
Lease obligations (excluding obligations due within 1 year)
Total

Average interest
rate
(%)

-

Maturity-(NOTE)1. Average interest rates are the weighted average interest rates on Term end borrowings and Balance.
2.Average interest rates on lease obligations are not presented because lease obligations are recorded on the consolidated balance sheets at amounts before
deducting interest equivalent amounts included in total lease payments.
3.The aggregate annual maturities of Long-term loans payable and lease obligations (excluding those due within 1 year) for the 5 years following theconsolidated balance sheet date are as follows:
Due after 2 years through 3
years(Millions of yen)Due in 1-2 years(Millions of yen)
Long-term loans payable
Lease obligations

Due after 3 years through 4
years(Millions of yen)

Due after 4 years through 5
years(Millions of yen)

46,60731,903

10,580

6,844

34

33

32

31

[Schedule of asset retirement obligations]
As the amount of asset retirement obligations at the beginning of the current fiscal year and the end of the current consolidated fiscal year is less than 1/100 of
Total amount of liabilities and Net assets at the beginning of the current fiscal year and the end of the current consolidated fiscal year, the description is omitted
pursuant to the provisions of Article 92-2 of the Ordinance on Consolidated Financial Statements.
(2)[Other]
Quarterly information for the current consolidated fiscal year
(Cumulative period)

Net sales (Millions of yen)

1st quarter

Fiscal Year

95,081

153,472

398

3,810

1,737

5,703

206

2,875

1,804

4,584

1.89

26.35

16.52

41.90

Quarterly profit attributable to owners of parent (Millions ofyen)
1 Shares Quarterly (current term) net income (Yen)(△) (Yen)

Current Consolidated

73,471(Millions of yen)

Quarterly net income per share or 1 Shares Quarterly net loss

Third quarter

28,325

Quarterly income before income taxes and minority interests(Accounting period)

2nd quarter

1st quarter2nd quarter
1.89- 124 -

Third quarter
24.46

△9.76

4th quarter
25.34

2[Financial Statements](1)[Financial Statements]①[Balance Sheet](Millions of yen)
Prior taxable year
(As of March 31, 2022)

Current fiscal year
(As of March 31, 2023)

AssetsCurrent assets
Cash and deposits

14,104

Accounts receivable※1,※3

Accounts receivable-other※3

Real estate for sale

※1,※2

12,191

775

※1,※3

2,139

※3

16,185

Power generation facilities for sale

※1,※2

14,610※1,※2

45,220-Real estate for sale in progress※1,※2

36,227

Advance payments

※2

5,954

Prepaid expenses

291

3,051

※2

1,245

※2,※3

1,092

7,370

※3

5,920

※3

3,053

※3

Short-term loans to affiliates
Other

585

2,600

Allowance for doubtful accounts△275

Total current assets

4,529
△275

86,78089,821

Fixed assets
Property, plant and equipment
Buildings※1,※2

Structures

6,200

※1,※2

Machinery and equipment※1,※2

Tools, furniture and fixtures

4,626

※1,※2

Land

※1,※2

158
149

27,974

Leased assets

※1,※2

7,504

※1,※2
※1,※2

※1,※2
※1,※2

※1,※2

Total property, plant and equipment

2,127

77

23,418276

Construction in progress

271

3,865

※1,※2

41,513

2,532

37,669Intangible assets
Land Lease Right※1,※2

Software

491

※1

491

91

※1,※2

160

※1,※2

Goodwill

176

Other

41

98
72

Total intangible assets

801

823

Investments and other assets
Investment securities

4,613

Stocks of subsidiaries and affiliates

8,082

2,515
※1

18,447

Securities of affiliates of Other

594

497

Investments in capital

488

277

Membership44

44

Lease deposits

1,212

966

Long-term loans receivable-

Long-term loans receivable from subsidiaries and affiliates

3,973

Deferred tax assets

100
※3

1,530

※2

1,827

515

Other

※2

Total investments and other assets

2,050

467

21,575

26,67463,89065,167

Bonds payable issuance costs

17

8

Deferred assets Total

17

8

150,689

154,996

Total fixed assets
Deferred assets

Total assets- 125 -

(Millions of yen)
Prior taxable year
(As of March 31, 2022)

Current fiscal year
(As of March 31, 2023)

Liabilities
Current liabilities
Notes payable

7,286

5,591

Accounts payable

※3

2,370

※3

2,023

Short-term borrowings

※1

6,335

※1

7,609

Current portion of bonds payable

2,000

Current portion of long-term loans payable※1

19,015

Lease obligations※1

18,28031

Accounts payable-other※3

Accrued expenses
Income taxes payable

714

※3

1,872

66

23

1,196

113

Advances received

4,597

Deposits received

※3

6,439

605

※3

547

Deferred revenues

18

Bonus Allowance

336

14

Compensation for completed construction Allowance

312

305

Other
Total current liabilities

41

215

3

45,10142,865

Fixed liabilities
Long-term loans payable※1,※3

Bonds payable

50,254※1,※3

55,937

2,600

2,600

Lease and guarantee deposits received

495

620

Lease obligations273-

Benefit Allowance

491

11

Asset retirement obligations

24

25

54,13959,19499,241102,059

4,819

4,819

Legal capital surplus

4,817

4,817

Other Capital surplus-

3

Capital surplus Total

4,817

4,820

92

92

General reserve

14,681

14,681Retained earnings carried forward

30,82832,523

Total Fixed liabilities
Total liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus

Retained earnings
Legal reserve
Other Retained earnings

Retained earnings Total

45,602

47,297△4,456△4,174

Net unrealized gains on available-for-sale securities

468

Total valuation and translation adjustments

468

△45

Treasury stock
Total shareholders' equity

50,781

52,762

Valuation and translation adjustments

Subscription rights to shares
Total net assets
Total liabilities and net assets- 126 -

197

△45

51,44752,937

150,689

154,996220

②[Income Statement](Millions of yen)
Prior taxable year
(From April 1, 2021
to March 31, 2022)

Current fiscal year
(From April 1, 2022
to March 31, 2023)

Net sales
Real Estate Business income※1

78,216

Energy Business income

10,728Other Businesses income※1

Net sales Total※1

72,556

※1

4

4,475

※1

88,949333

77,364

Cost of sales
Real Estate Business cost

※1

61,953

Energy Business cost※1

10,282Other Businesses cost

※1

Cost of sales Total

※1

70

※1,※2

12,309Operating income

4,332

558

63,167

16,641

Selling, general and administrative expenses

4,439

※1

72,307Gross profit

58,169※1

14,197※1,※2

10,103
4,093

Non-operating income
Interest income※1

Dividend income

※1

69

3,989

Commission received

※1

904

※1

509

72

Miscellaneous income

※1

163

Total non-operating income

4,294

86

※1

49
1,550

Non-operating expenses
Interest expenses

707

Loss on investments in silent partnerships

-

※1

731
415

Miscellaneous expenses

181

191

Total non-operating expenses

888

1,338

7,738

4,305

Gain on sales of Fixed assets-

0Gain on sales of investment securities

53-

Total extraordinary income

53

0

-

95

Ordinary income
Extraordinary income

Extraordinary loss
Loss on sales of Fixed assets
Impairment loss

588

48

Extraordinary losses Total

588

143

Income before income taxes

7,203

4,162

Income taxes, inhabitant taxes and business taxes

1,858

225

291

276

Total income and other taxes

2,150

502

Net income

5,052

3,659

Income tax adjustments- 127 -

[Cost of sales Statement]
1.Real Estate Business cost statement
Prior taxable year
(From April 1, 2021 to March 31, 2022)

Category
Purchase Land, etc.

Notes
NumberAmount (Millions of yen)

2

Current fiscal year
(From April 1, 2022 to March 31, 2023)

Composition
ratio
(%)

Composition
ratio
(%)

Amount (Millions of yen)

25,80041.6

24,43042.0

33,99754.9

31,552

54.2

Taxes and dues

239

0.4

346

0.6

Depreciation and amortization

310

0.5

175

0.3

Maintenance and management fee

642

1.0

727

1.3

Other

961

1.6

936

1.6

61,953100.0

58,169100.0

Outsourced construction costs

Real Estate Business cost
(NOTE)1. Cost accounting is based on individual cost accounting.

2.The amounts of impairment losses on inventories for the previous fiscal year and the current fiscal year are △ 120 Millions of yen and △ 1032 Millions ofyen, respectively.
(△ is reversal amount).
2.Energy Business cost statement
Prior taxable year
(From April 1, 2021 to March 31, 2022)

Category
Cost of sales of power generation
facilities

Notes
NumberAmount (Millions of yen)

Current fiscal year
(From April 1, 2022 to March 31, 2023)

Composition
ratio
(%)

Composition
ratio
(%)

Amount (Millions of yen)

5,448

53.0

-

-

Taxes and dues

53

0.5

35

0.8

Depreciation and amortization

779

7.5

625

14.1

Maintenance and management fee

110

1.1

113

2.6

3,761

36.6

3,531

79.5

128

1.3

133

3.0

10,282

100.0

4,439

100.0

Rent expenses
Other
Energy Business cost

- 128 -

③[Statement of Changes in Shareholders' equity]
Previous fiscal year (From April 1, 2021 to March 31, 2022)(Millions of yen)
Shareholders' equity
Capital surplus
Capital stock

Balance at the beginning of theperiodRetained earnings
Other Retained earnings

Legal capitalsurplus

Other CapitalsurplusCapital surplus
Total

Legal reserve

Reserve for
specialdepreciation

4,817

-

4,817

92

0

4,819

Retained
General reserve earnings carriedforward14,681Retainedearnings Total

27,31642,0900-△1,521△1,521

△19

△19

-

3,511

3,511

14,68130,82845,602

Change during the year
Reversal of reserve for special
depreciation△0

Dividend of surplus
Net income

5,052

Disposal of Treasury stock
Transfer from Retained earnings
to Capital surplus

△19

△19

19

19

5,052

Net changes of items other thanShareholders' equity
Total changes of items during theperiodTerm end Balance

-

-

-

-

-

4,819

4,817

-

4,817

92

Shareholders' equity
Treasury stock
Balance at the beginning of theperiodChange during the year

△4,604

Reversal of reserve for special
depreciation
Dividend of surplus
Net income
Disposal of Treasury stock

Valuation and translation adjustments

Total shareholders' equity

Net unrealized gains onavailable-for-salesecurities

Total valuation andtranslation adjustments

47,122481

481

Subscription rights toshares

199

147

Total net assets

47,803--△1,521△1,521

128

128

-

-

5,052

Net changes of items other thanShareholders' equity

Term end Balance

-

5,052

Transfer from Retained earnings
to Capital surplus

Total changes of items during theperiod

△0

147

3,659

△4,45650,781

△12

△12

△2

△15

△12

△12

△2

3,644

468

- 129 -

468

197

51,447

Current fiscal year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders' equity
Capital surplus

Other Retained earnings

Capital stock

Balance at the beginning of theperiodRetained earnings

Legal capitalsurplus

4,819

Other' equity
Retained earnings

Capital surplus
Total

Legal reserve

-

4,817

92

4,817

Retained earnings
Total

General reserve

Carry-over profit
Surplus14,68130,82845,602△1,963△1,963

Change during the year
Dividend of surplus
Net income

3,659

Disposal of Treasury stock

3

3

3,659

Net changes of items other thanShareholders' equity
Total changes of items during theperiodTerm end Balance

-

-

3

3

-

-

1,695

1,695

4,819

4,817

3

4,820

92

14,681

32,52347,297

Shareholders' equity
Treasury stock
Balance at the beginning of theperiodChange during the year

△4,456

Dividend of surplus
Net income
Disposal of Treasury stock

Valuation and translation adjustments

Total shareholders' equity

Net unrealized gains onavailable-for-salesecurities

Total valuation andtranslation adjustments

50,781

468

468

Term end Balance

197

51,447△1,963

285

285

3,659

282

Total net assets△1,963

3,659

Net changes of items other thanShareholders' equity
Total changes of items during theperiodSubscription rights toshares282

1,980△4,17452,762

△514

△514

22

△491

△514

△514

22

1,489

220

52,937△45- 130 -

△45

[Notes](Significant accounting policies)
1.Marketable securities(1) Held-to-maturity debt securities
Stated at amortized cost (straight-line method).
(2) Investments in subsidiaries and affiliates and Other securities in affiliates
Stated at cost determined mainly by the moving-average method(3) Other in Securities
Other than shares, etc. without market priceStated at market value (all valuation differences are accounted for using the direct Net assets method, and the cost of securities sold is calculated using themoving-average method).
Stocks, etc. without market priceStated at cost determined mainly by the moving-average method

2.Valuation standards and methods for inventories
Stated at cost determined by the specific identification method. (The carrying amount on the balance sheet is written down to reflect the decline in profitability.)

3.Depreciation of Fixed assets(1) Property, plant and equipment (excluding leased property)
Tangible assets are stated at cost. However, the straight-line method is used for buildings (excluding facilities attached to buildings) acquired on or after
April 1, 1998 and facilities attached to buildings and structures acquired on or after April 1, 2016.
Useful life for primary assets is as follows:
Buildings 3-2050 years
Machinery and equipment 7-2017 years(2) Intangible assets (excluding leased property)
Software for internal use is amortized using the straight-line method over the estimated useful life of 5 years.
(3) Leased assets
Leased assets related to finance lease transactions with ownership transfer
The same depreciation methods applied to self-owned Fixed assets are used.
Leased assets under finance leases that do not transfer ownership
The straight-line method is used with the lease period as the useful life and the residual value as zero.

4.Accounting standards for Allowance(1) Allowance for doubtful accounts
The allowance for doubtful accounts is provided at an amount estimated based on the historical write-off ratio for general receivables and on the individualcollectability of specific receivables, such as doubtful receivables.
(2) Bonus Allowance
In order to provide for the payment of bonuses to employees, the amount of estimated future bonuses to be paid in the current fiscal year is recorded.
(3) Compensation for completed construction Allowance
To provide for losses and compensation service costs arising from defects after delivery of company-built buildings, etc., the Company records repair costs,
etc. related to past company-built buildings on a basis.
(4) Benefit Allowance
Provision for employees' retirement benefits is made based on the retirement benefit obligation at the end of the fiscal year. In calculating retirement benefits
Allowance and Retirement benefit expenses, the simplified method was used to determine the retirement benefit obligation based on the amount that would be
required to be paid if all employees voluntarily terminated their employment as Term end.

- 131 -

5.Revenue Recognition
Details of principal performance obligations and the normal timing of recognizing revenue in our principal businesses are as follows:(1) Real Estate Business①New built-for-sale condominium business
The New built-for-sale condominium business sells each condominium unit to general consumers and is obligated to deliver the property pursuant to a realestate sales contract with a customer. Such performance obligations are satisfied at a point in time when the property is delivered and earning is recorded at thetime of such delivery.
The transaction price is determined by the real estate sales contract, and in such contracts, the delivery date is generally the same as the date when the entire
amount of the sale price is received. Therefore, the payment of the sale price is received at the same time as the delivery of the property.
②Liquidation Business
The fluidizing business is a business of acquiring rental residential properties and office buildings, etc., increasing asset value through leasing andrenovation, etc., and then selling them to operating companies, etc.
The performance obligations and the timing of satisfaction thereof, the method of determining transaction prices, and the timing of revenue recognition in the
Liquidation Business are the same as in the New built-for-sale condominium business described above.
(2) Energy Business
Energy Business is a business that derives revenues from the sale of operated power generation facilities and revenues from the sale of power generation
facilities.
The performance obligation and the timing of satisfaction, the method of determining the transaction price, and the timing of revenue recognition in theproceeds from the sale of active power generation facilities are the same as in the New built-for-sale condominium business described above. In addition,
revenue from the sale of power at power generation facilities is recorded primarily at the time of delivery to customers pursuant to power purchase agreements.

6.Other Significant Items Forming the Basis for Preparation of Financial Statements
Accounting for consumption tax
Non-deductible consumption taxes related to assets are charged to income for the period in which they are incurred.
(Critical Accounting Estimates)
・Fixed assets's Impairment loss
(1)Amount recorded as Impairment loss in the financial statements for the current fiscal year
Prior taxable year

Current fiscal year

Buildings

432 Millions of yen

24 Millions of yen

Land

156 Millions of yen

24 Millions of yen

588 Millions of yen

48 Millions of yen

Total(2)Details of Significant Accounting Estimates for Identified Items
We group each property individually as the smallest unit that generates cash by using assets.
For these asset groups, Impairment loss 48 Millions of yen is recognized as the recoverable amount based on the appraisal value, etc. by real estate appraisers,
as described in "1. Consolidated Financial Statements, etc., (1) Consolidated Financial Statements, (Related to Consolidated Statements of Income)*6 Impairment
loss" for the current fiscal year. The appraisal value, etc. is calculated based on the business plan of each asset group, comprehensively considering thesurrounding environment, etc.
If the assumptions used in these estimates require revision due to changes in uncertain economic conditions in the future, additional Impairment loss
(Extraordinary loss) may occur in the financial statements for the following fiscal year and beyond.

- 132 -

(Changes in accounting policies)(Application of Implementation Guidance on Accounting Standard for Calculation of Market Value)
The Company will apply the "Implementation Guidance on Accounting Standard for Calculation of Market Value" (ASBJ Guidance No. 31, June 17, 2021;
hereinafter referred to as the "Guidance on Accounting Standard for Market Value Calculation") from the beginning of the current fiscal year, and apply the
new accounting policy stipulated by the Implementation Guidance on Accounting Standard for Market Value Calculation in accordance with the transitional
treatment stipulated in Article 27-2 of the Guidance on Accounting Standard for Market Value Calculation in the future. This has no impact on the financial
statements.
(Changes in Presentation Method)(Income Statement)
In the previous fiscal year, Net sales Category in the Statement of Operations was Net sales for Real Estate, Rental Income for Real Estate, Revenue fromPower Generation Business, Other revenue for Cost of sales Category in Real Estate Cost of sales, Cost of Real Estate Rental Business, Cost of Power
Generation Business, and Cost of Other for Category in the previous fiscal year. With the change in Category from the current fiscal year, Net sales Category
in the Statement of Operations has been changed to "Real Estate Business Income," "Energy Business Income," "Other Businesses Income," and Cost of sales
OOJ to "Reportable segments Cost," "Real Estate Business Cost" and "Other Businesses Cost." Financial statements for the previous fiscal year have been
reclassified to reflect this change in presentation.
As a consequence, real estate Net sales 76,335 Millions of yen, real estate rental income 1404 Millions of yen, power generation business income 10,728
Millions of yen, and Other revenue 480 Millions of yen were reclassified into "Real Estate Business income 78,216 Millions of yen," "Category income
10,728 and Other Businesses income 4 Millions of yen," and "Real estate Cost of sales 60,760 Millions of yen," "Real estate rental cost" 1193 Millions of yen,
"Cost of power generation business," 10,282 Millions of yen, "Other."Cost 70 Energy Business has been reclassified as Millions of yen Cost 61,953 Millionsof yen, Energy Business Cost 10,282 Millions of yen and Other Businesses Cost 70 Millions of yen.

(Cost of sales Statement)
In the previous fiscal year, Cost of sales statement was Category in the "Real Estate Cost of sales Statement," "Property Lease Cost Statement," and "Power
Generation Business Cost Statement." However, due to the change in Reportable segments Category from the current fiscal year, the statement has beenchanged to the "Real Estate Business Cost Statement" and "Energy Business Cost Statement." To reflect this change in presentation, Cost of sales statement
for the previous fiscal year has been reclassified.

- 133 -

(Notes to the Balance Sheet)※1 Assets pledged as collateral and corresponding liabilities are as follows:(1)Assets pledged as collateral
Prior taxable year
(As of March 31, 2022)
Accounts receivable

Current fiscal year
(As of March 31, 2023)

495 Millions of yen

87 Millions of yen

Real estate for sale

7,364

11,603

Real estate for sale in progress

30,55036,366

Buildings

3,998

5,664

26

124

Machinery and equipment

Structures

2,874

2,723

Tools, furniture and fixtures

11

4

Land

20,982

19,866

Construction in progress

2,071

2,053

232

232

Software00

Investments in subsidiaries and affiliates (Note)

-

3,940

68,606

82,668Land Lease Right

Total(NOTE)Of this amount, 1,898 Millions of yen is pledged as collateral for 74,004 Millions of yen of Green Energy LLC. loans from financial institutions.

(2)Debt to the above
Prior taxable year
(As of March 31, 2022)
Short-term borrowings

4,858 Millions of yen

Current fiscal year
(As of March 31, 2023)
7,376 Millions of yen

Current portion of long-term loans payable

17,675

14,790Long-term loans payable

40,30950,81362,842

72,980Total※2 Change in the purpose of holding assets(As of March 31, 2022) for previous fiscal year
Real estate for sale in progress 95 Millions of yen was transferred to Land in the current fiscal year due to a change in the purpose of holding real estate
assets from resale to rent.
In addition, as a result of the change in the ownership of a portion of real estate owned from development and leasing to resale, the Company transferred
3,021 Millions of yen of buildings, 21 Millions of yen of structures, tools, furniture and fixtures 31 Millions of yen, Land 4,067 Millions of yen, constructionin progress 1,112 Millions of yen, and 0 Millions of yen of software to Real estate for sale and Real estate for sale in progress in the current fiscal year. Certainof these assets were sold in the current fiscal year and 7,892 Millions of yen transferred to Real estate for sale was recorded as Cost of sales.
In addition, due to the change in the intent to hold a portion of the mega-solar power generation facilities for resale, in the current fiscal year, prepaid
expenses of 69 Millions of yen, structures of 534 Millions of yen, machinery and equipment of 3,705 Millions of yen, Land of 164 Millions of yen, leaseholdinterest of 165 Millions of yen, and long-term prepaid expenses of 932 Millions of yen ("Investments and other assets "Other") were transferred to Powergeneration facilities for sale. The assets were sold in the current fiscal year.
Current fiscal year (As of March 31, 2023)
In conjunction with the change in the ownership of certain real estate holdings from development and leasing to resale, in the current fiscal year, buildings
4,499 Millions of yen, structures 47 Millions of yen, tools, furniture and fixtures 32 Millions of yen, Land 7,746 Millions of yen, construction in progress 2254
Millions of yen, and software 0 Millions of yen were transferred to Real estate for sale and Real estate for sale in progress. Certain of these properties weresold during the year, and 6,314 Millions of yen of the 14,265 Millions of yen transferred to Real estate for sale were recorded in Cost of sales.
In addition, due to the change in the intent to hold a portion of the mega-solar power generation facilities for resale, in the current fiscal year, prepaid
expenses of 7 Millions of yen, machinery and equipment 143 Millions of yen, Land 60 Millions of yen, and long-term prepaid expenses of 90 Millions of yen("Investments and other assets" Other") were transferred to Power generation facilities for sale.

- 134 -

※3 Monetary claims and monetary liabilities to affiliated companies (excluding those expressed in Category)
Prior taxable year
(As of March 31, 2022)
Short-term monetary claims

Current fiscal year
(As of March 31, 2023)

3,376 Millions of yen

10,276 Millions of yen

-

1,730

Short-term loans payable

385

1,900

Long-term debt

192

36

Long-term monetary receivables

4 Contingent liabilities
Guarantees for loans from financial institutions
Prior taxable year
(As of March 31, 2022)
Joint and several guarantee obligations to financial
institutions, etc. until the completion of the registration ofmortgage on our customer housing loans

Current fiscal year
(As of March 31, 2023)

6,585 Millions of yen

10,016 Millions of yen

536

3,000

Leben Zestock Corporation

5,233

2,337

Leben Clean Energy Corporation

Takara Leben Co., Ltd.

1,972

1,930

Leben Home Build Inc.

592-

Minato Vietnam Co., Ltd.

917

112

WISE ESTATE 3 Co., Ltd.

564

1,615

WISE ESTATE 8 Co., Ltd.

-246

WISE ESTATE 10 Co., Ltd.

-

237

Takara Leben (Thailand) Co.,Ltd.

-

1,196

Total

16,401

20,691

5 We have entered into overdraft agreements and loan commitment agreements with 44 financial institutions (45 in the previous fiscal year) in order to efficiently
procure working capital. Unused Balance at the end of the fiscal year under these contracts are as follows:
Prior taxable year
(As of March 31, 2022)
Maximum overdraft amount and loans
Total commitment
Loan balance
Net amount- 135 -

Current fiscal year
(As of March 31, 2023)

50,281 Millions of yen

46,341 Millions of yen

25,99728,631

24,284

17,710(Notes to Statements of Income)※1 Transactions with related companies
Prior taxable year
(From April 1, 2021
to March 31, 2022)

Current fiscal year
(From April 1, 2022
to March 31, 2023)

Turnover with business transaction
Net sales

238 Millions of yen

4,115 Millions of yen

Purchases

568

2,373

3,901

1,067

Excluding operating transactions with subsidiary※2 Approximate percentages of expenses included in selling expenses were 45% in the previous fiscal year, 46% in the current fiscal year, 55% in general andadministrative expenses in the previous fiscal year, and 54% in the current fiscal year.
Major items and amounts of Selling, general and administrative expenses are as follows.
Prior taxable year
(From April 1, 2021 to March 31, 2022)

Advertising expenses

3,326 Millions of yen

Current fiscal year
(From April 1, 2022
to March 31, 2023)
2,560 Millions of yen

Sales commission

630

817

Promotion expenses

1,629

1,237

Salary allowance

1,717

1,013

462

257

Bonus Allowance provision
Retirement benefit expenses

70

45

Depreciation and amortization

132

136

Allowance for doubtful accounts provision

135-(Notes to Securities)
Stocks of subsidiaries and affiliates
Balance sheet amount of stocks, etc. without market price(Millions of yen)
Category

Prior taxable year
(As of March 31, 2022)

Current fiscal year
(As of March 31,2023)

Investments in subsidiaries

4,972

18,447

Investments in affiliates

3,110

-

594

497

Securities of affiliates of Other- 136 -

(Deferred tax accounting)
1.Breakdown of principal origins of deferred tax assets and liabilities
Prior taxable year
(As of March 31, 2022)

Current fiscal year
(As of March 31, 2023)

Deferred tax assets
Bonus Allowance in excess of tax limit

102 Millions of yen

4 Millions of yen

Allowance for doubtful accounts in excess of tax limit

84

84

Real estate for sale valuation loss denied

335

19

Denial of loss from membership revaluation

32

32

Retirement benefits Allowance in excess of tax limit

150

3

Excess depreciation expense disallowed for tax purpose

477

184

Impairment loss deny

724

399

Deferred consumption taxes

89

129

Income Taxes and Other Taxes Payable

116

26

Mandatory write-down of investment securities

3

3

Denial of asset retirement obligations

33

37

Tax Deferred assets

210

118

29

27

Subscription rights to shares

60

80

Loss on compensation for construction contracts denied

66

66

Rental and administrative expenses not recorded20

20

Shares of the Successor Corporation in Split-290

Net unrealized gains on available-for-sale securities

0

28

Other

27

-

Subtotal deferred tax assets

2,565

1,558

Valuation allowance△1,295

1,270

△537

△551

△551

△755

△553

Compensation for completed construction Allowance in excess ofdeductible expenses

Deferred income taxes Total assets

1,021

Deferred tax liabilities
Valuation difference on assets received for merger
Net unrealized gains on available-for-sale securities△203

Deferred income taxes Total liabilities
Net deferred tax assets (△: liability)

515

△1

467

2.Principal components of significant differences arising between the statutory tax rate and the effective tax rate

Statutory tax rate

Prior taxable year
(As of March 31, 2022)

Current fiscal year
(As of March 31, 2023)

30.6%

30.6%

(Adjustment)
Increase in valuation allowance

△1.3

0.4

△18.2

△0.7

△5.1

0.1

0.2

-

3.1

Other

0.8

0.9

Effective income tax rate

29.9

12.1

Expenses not deductible for income tax purposes
Items that are not permanently included in gross profit, such as Dividend
incomePer capita inhabitant tax
Investment gains and losses of associations, etc.

- 137 -

0.6

(Business Combinations, etc.)(Transactions Under Common Control)
The notes are omitted because the same Details is presented in "5. Accounting 1. Consolidated Financial Statements, (1) Notes to Consolidated Financial
Statements, (Business Combinations, etc.)."(Revenue Recognition)
The notes are omitted because the same Details is provided in "Notes (Significant Accounting Policies) 5. Accounting Standards for Revenues and Expenses"
for the basis for understanding Revenue arising from contracts with customers.
(Significant Subsequent Events)
Not applicable.

- 138 -

④[Supplementary Schedules][Property, plant and equipment Schedule](Millions of yen)
Balance atthebeginningof theperiodIncreased
duringcurrent
term

Decreased
duringcurrentterm

Buildings

6,200

6,257

Structures

158

Amortizati
on for theyear

Term end
BalanceAccumulated
depreciation

Term end
Acquisition cost

4,711
(24)

242

7,504

782

8,286

175

49

13

271

40

312

4,626

3

143

621

3,865

981

4,846

149

38

50

59

77

203

280

27,974

3,450

8,006
(24)

-

23,418-23,418

276

-

262

14

-

19

19

2,127

9,987

9,583

-

2,532

-

2,532

Total

41,513

19,91322,806(48)

951

37,6692,027

39,697

Land Lease Right

491

-

-

-

491

-

-

Software

91

114

3

41

160

-

-

Goodwill

176

-

-

78

98

-

-

Other

41

49

18

-

72

-

-

801

163

21

120

823

-

-

Category

Type of property

Machinery and equipment
Property, plant Tools, furniture and fixturesand equipment
Land
Leased assets
Construction in progress

Intangible
assetsTotal(NOTE)1. Figures in parentheses in "Decrease during the year" are Impairment loss amounts.
2.Major Details in the fiscal year under review were as follows.
Buildings

Acquisition of income-producing

6,222 Millions of yen

properties
Structures

Acquisition of income-producing

173 Millions of yen

properties
Land

Acquisition of income-producing

3,450 Millions of yen

properties
Construction in progress

Acquisition of income-producing

9,987 Millions of yen

properties
SoftwareObtaining a Other

114 Millions of yen[Allowance Schedule]
Category

Balance at the beginning of
the period(Millions of yen)

Increased during current
term(Millions of yen)

Decreased during current
term(Millions of yen)

Term end Balance(Millions of yen)

Allowance for doubtful accounts

275

-

-

275

Bonus Allowance

336

355

676

14

312

0

6

305

Compensation for completed construction
Allowance(2)[Details of major assets/liabilities]
This information is omitted because the consolidated financial statements have been prepared.
(3)[Other]
Not applicable.

- 139 -

VI. [Outline of stock administration of the submitting company]
Business Year

From April 1 to March 31

Annual Shareholders' Meeting

During June

Record Date

March 31

Record Date of dividends from surplus

September 30 and March 31

Number of Shares per Trading Unit

100 Shares

Purchase and additional purchase of Sharesless than 1 unit
(Special Account)Handling place

Sumitomo Mitsui Trust Bank, Limited, 1-4-1, Marunouchi, Chiyoda-ku, Tokyo
Transfer Agent Department

Administrator of Shareholder Registry(Special Account)
Sumitomo Mitsui Trust Bank, Limited, 1-4-1, Marunouchi, Chiyoda-ku, Tokyo

Brokerage house
Commissions for purchases and purchases───────
Amount separately specified as the amount equivalent to the commission for the entrustment of the sale andpurchase of shares
The method of public notices of the Company shall be electronic public notices. Provided, however, that in the

Posting of Public Notices

event of an incident or Other unavoidable circumstances that preclude electronic public notice, such notice shall be
published in the Nihon Keizai Shimbun.

Benefits to shareholders

Not applicable.

(NOTE)Pursuant to the provisions of the Articles of Incorporation of the Company, a Holder of Shares Less than 1 Unit may not exercise any rights other than the rights
listed in each item of Paragraph 2 of Article 189 of the Companies Act, the right to make a request pursuant to the provisions of Paragraph 1 of Article 166 of theCompanies Act, the right to receive an allotment of Shares for Subscription and an allotment of Subscription rights to shares in accordance with the number ofshares held by the Holder, and the right to request the sale of Shares less than 1 unit.

- 140 -

VII. [Reference information of the submitting company]
1[Information on the parent company of the submitting company]
We do not have a parent company, etc. as stipulated in Article 24-7-1 of the Financial Instruments and Exchange Act.

2[Other Reference]
The following documents have been submitted between the commencement date of the current fiscal year and the filing date of the Securities Report.
(1) Securities: Report, the documents attached thereto, and the Confirmation Letter
Fiscal Year (50th fiscal year) (From April 1, 2021 to March 31, 2022) Submitted to 24 June, 2022 Director-General of the Kanto Local Finance Bureau(2) Internal Control Report and Attachment
Submitted to June 24, 2022 Director-General of the Kanto Local Finance Bureau(3) Annual Securities Report and confirmation(First Quarter of the 51st Fiscal Year) (From April 1, 2022 to June 30, 2022) filed with Director-General of the Kanto Local Finance Bureau on August 10, 2022
Submitted to (Second Quarter of the 51st fiscal year) (from July 1, 2022 to September 30, 2022) November 14, 2022 Director-General of the Kanto Local
Finance Bureau(Third Quarter of the 51st fiscal year) (filed with from October 1, 2022 To December 31, 2022) February 13, 2023 Director-General of the Kanto Local Finance
Bureau)(4) Extraordinary Report
Submitted to 27 June, 2022 Director-General of the Kanto Local Finance Bureau
This is an extraordinary Report document based on Article 19(2)(ix)-2 of the Cabinet Office Ordinance on Disclosure of Corporate Details, etc. (Results of
Exercise of Voting Rights in Ordinary General Meeting of Shareholders).
Submitted to November 14, 2022 Director-General of the Kanto Local Finance Bureau
This is an extraordinary Report statement based on Article 19-2-3 of the Cabinet Office (changes in specified subsidiaries) regarding corporate Details, etc.
Filed with Director-General of the Kanto Local Finance Bureau on November 21, 2022
Corporate Details This is an extraordinary Report document based on Article 19, Paragraph 2, Item 4 (Changes in Major Shareholders) of the Cabinet Office
Ordinance on Disclosures.

- 141 -

Part II. [Information on the Guarantee Company, etc. of the Submitting Company]
Not applicable.

- 142 -

Audit report of Independent Audit and Internal Control Audit report

June 23, 2023

MIRARTH HOLDINGS, Inc.

To the Board of Directors

Grant Thornton Taiyo LLC.
Tokyo Office
DesignatedLiability
Managing

LimitedPartners
Partner

Certified Public
Accountant

Tooru Yurue

DesignatedLiability
Managing

LimitedPartners
Partner

Certified Public
Accountant

Takafumi Shimokawa<Financial Statements Audit>
Audit Comments
In order to provide Audit certification pursuant to the provisions of Article 193-2-1 of the Financial Instruments and Exchange Act, Audit Corporation provided
MIRARTH HOLDINGS, Inc. (Former company name: Takara Leben Co., Ltd.)'s consolidated financial statements for the fiscal year from April 1, 2022 to March 31, 2023,
which are listed in the "Accounting" section. These include the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive
income, consolidated statements of changes in Shareholders' equity, consolidated statements of cash flows, significant matters forming the basis for preparation of theconsolidated financial statements, notes to Other, and consolidated supplementary schedules.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MIRARTH HOLDINGS, Inc.
(Former company name: Takara Leben Co., Ltd.) and its consolidated subsidiaries as of March 31, 2023, and the results of their operations and their cash flows for the year
then ended, in conformity with accounting principles generally accepted in Japan.

Basis for Audit Opinion
Audit Corporation conducted its Audit in accordance with Audit principles generally accepted in Japan. Audit Corporation's liability under Audit standard is described in"Responsibility of Audit Persons in Audit" in the Consolidated Financial Statements. Audit Corporation is independent from the Corporation and its consolidated
subsidiaries. It is also responsible for the ethical conduct of Other as a Audit in accordance with the Code of Professional Ethics. We believe that Audit Corporation has
obtained adequate and appropriate Audit evidence that forms the basis for our opinion.

Key Audit Considerations
Key Audit considerations are those deemed by Audit to be of particular importance as a professional expert in Audit of the consolidated financial statements for the current
fiscal year. Key Audit considerations include those addressed in Audit's performance process over the consolidated financial statements as a whole and in the development of
its opinion. Audit Corporation does not express an opinion on such matters on a case-by-case basis.

Revenue recognition on real estate sales transactions with special purpose companies in which the company or subsidiary was involved in the formation
Details of Key Audit Considerations and Reasons for Determination

Response on Audit

The Company and its consolidated subsidiaries recorded Net sales 153,472

Audit Corporation primarily performed the following Audit procedures inMillions of yen in the consolidated statements of income for the period from April 1, considering revenue recognition on real estate sale transactions with special purpose
2022 to March 31, 2023. This Net sales includes revenues from real estate sale entities in which the Corporation or its subsidiaries were involved in the formation.
transactions with special purpose entities in which the Company or its subsidiaries

・ In order to understand Details of the transaction scheme, we inspected thewere involved in the origination.

purchase and sale contracts, etc. and asked the management.

Generally, real estate sales transactions involve a high degree of individuality in・ Confirmed that the transfer price was the market value based on the contract

the terms and conditions of the transaction, and the amount of the transaction isvalue established with the third party by matching with the purchase and salesignificant. In particular, for transactions of complex schemes using special purpose

agreement. In addition, Comparison with real estate appraisal reports werecompanies, the Company may continuously engage in the real estate throughconducted as needed, and Comparison of future cash flows and discount rates used

entrusting post-sale management operations and holding a portion of the equity

as the basis for real estate appraisals were conducted with information such as rents

investment in the assignee. As a result, it may be complicated to determine whether

published by external organizations.

or not almost all of the risks and economic values relating to the real estate that are

・ The extent of continuing involvement was understood through Details of

the premises of the sale transaction have been transferred.

property management contracts and silent partnership investment contracts, andIf this judgment is incorrect, there is a risk that revenue is recognized on a property

the impact on the transfer of property-related risks and economic values was

sale transaction where substantially all of the risk and economic value is not deemed

assessed.

to be transferred to the transferee.

・ The repurchase agreement was not granted, or the purchase and sale agreement

Based on the above, Audit Corporation has determined that revenue recognition

was inspected and considered.

for real estate sales transactions to special purpose companies in which the Company

・ In order to evaluate the facts of delivery, we inspected the purchase and saleor its subsidiaries were involved in the formation constitutes the main considerationagreement and deposit vouchers.

under Audit.

・ Examined whether the special purpose company in which the company or
subsidiary was involved in the formation does not fall under the category of a
subsidiary, reviewed the silent partnership investment agreement, etc., andconsidered the investment relationship, etc. with the company and consolidated
subsidiaries.
・ In order to verify the risk-bearing ratio, the risk-bearing ratio was calculated
and verified to be consistent with the calculation results of the company.

Transaction price pertaining to the sale transaction to the investment corporation
Details of Key Audit Considerations and Reasons for Determination

Response on Audit

The Corporation recorded Net sales 153,472 Millions of yen in the consolidated

Audit Corporation mainly performed the following Audit procedures in examining

statements of operations for the period from April 1, 2022 to March 31, 2023. This the validity of the transaction prices for sales transactions to the investment
Net sales includes Net sales of real estate for Takara Leben Real Estate Investment corporations managed by its subsidiaries.
Corporation.
Assets held by Takara Leben Real Estate Investment Corporation are managed byits subsidiary, Takara PAG Real Estate Investment Adviser Co., Ltd.
In transactions involving the sale of real estate to investment corporations

・ Assessed the status of development and operation of internal controls related tosales activities and sales booking for each such transaction.
・ We asked management about Details and terms of the contract and theaccounting treatment of the transaction, and obtained and examined the relevant

managed by subsidiaries, the Company utilizes outside experts in determining

explanatory materials.

transaction prices and obtains real estate appraisal reports to examine the range of・ With regard to the relevant transactions, the contract was inspected to verify thereasonable transaction prices.

economic rationality of the contract Details and terms and the consistency with

There is a controlling relationship between the company and the operatingother related materials and supporting documents, and to examine thesubsidiary. Due to the fact that there is a risk that the Company will trade at a priceappropriateness of the accounting treatment.

that diverges from the rational transaction price using its relationship in determining

・ With respect to the transaction, the Company reviewed the real estate appraisal

the relevant transaction price and the large amount per transaction, Audit Corporation

reports by experts used by management to assess the suitability, ability andhas determined that the relevant matter constitutes a major consideration under Audit.

objectivity of the experts and the validity of the assumptions and other factors
adopted in the valuation, including the valuation methodologies adopted by theexperts and future cash flows developed by management. We also examined thevalidity of the transaction prices set by the company.

Other description Details
Details contained in Other is the information included in Report of Securities, other than the consolidated financial statements and financial statements and these Audit
report. Management is responsible for preparing and disclosing Details listed in Other. The responsibility of Audit & Supervisory Board Members and Audit & Supervisory
Board is to monitor the execution of the directors' duties in the development and operation of Details's Report process as described in Other.
Our opinion on the consolidated financial statements of Audit Corporation does not include Other's Details, and our opinion does not represent a view of Other's Details.
The responsibility of Audit for this Audit corporation in the consolidated financial statements is to review, in the course of reading Other's Details, whether there arematerial differences between Other's stated Details and the consolidated financial statements or the knowledge obtained by Audit corporation in the course of its Audit, andto pay attention to whether there are any indications of a material error in Other's stated OOI other than such material differences.
Audit Corporation is required to Report any material error in Details described in Other if any based on the work performed.
There is no Report by Audit Corporation with respect to Details described in Other.
Management and Audit & Supervisory Board Members and Audit & Supervisory Board' Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally acceptedin Japan. This includes establishing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing whether it is appropriate to prepare the consolidated financial statements basedon the assumption of a going concern and disclosing matters concerning a going concern in accordance with accounting principles generally accepted in Japan.
The responsibility of the corporate auditors and the board of corporate auditors is to monitor the execution of directors' duties in the development and operation of thefinancial reporting process.
Audit's Responsibility in the Consolidated Financial Statements Audit
Our responsibility is to express an opinion on these consolidated financial statements based on Audit conducted by Audit on an independent basis in Audit report withreasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error. A misstatement is deemed to bematerial when it may occur due to fraud or error and individually or when aggregated, if reasonably likely to affect the decisions of users of the consolidated financial
statements.
In accordance with Audit standards generally accepted in Japan, Audit shall, through the process of Audit, make judgments as an professional expert and conduct thefollowing with professional skepticism:
・ Identify and assess material misstatement risks due to fraud or error. In addition, Audit procedures shall be formulated and implemented in response to the risks ofmaterial misstatements. The selection and application of Audit procedures are at the discretion of Audit. In addition, obtain adequate and appropriate Audit evidencebased on which to express an opinion.
・ The objective of Audit to the consolidated financial statements is not to express an opinion on the effectiveness of the entity's internal control, but Audit considers
internal controls relevant to Audit in order to design Audit procedures that are appropriate in the circumstances when conducting a risk assessment.
・ Assess the appropriateness of accounting policies adopted by management and their application, as well as the reasonableness of accounting estimates made bymanagement and the reasonableness of related notes.
・ To conclude whether it is appropriate for management to prepare the consolidated financial statements on a going concern basis and, based on Audit evidence
obtained, whether there is significant uncertainty regarding events or circumstances that raise substantial doubt about the Company's ability to continue as a going
concern. If there is a material uncertainty regarding the Company's ability to continue as a going concern, the Company is required to provide cautionary statements inthe notes to the consolidated financial statements in Audit report or, if the notes to the consolidated financial statements regarding a material uncertainty are notappropriate, to express an exclusion opinion on the consolidated financial statements. Although Auditor's conclusion is based on Audit evidence obtained through thedate of Audit report, future events and circumstances may prevent an entity from continuing as a going concern.
・ Assess whether the presentation and composition of the consolidated financial statements, including the related notes, and whether the consolidated financial
statements fairly present the underlying transactions and accounting events in accordance with accounting principles generally accepted in Japan, as well as thepresentation and Details of the consolidated financial statements.
・ Obtain adequate and appropriate Audit evidence regarding the financial information of the Company and its consolidated subsidiaries to express an opinion on the
consolidated financial statements. Audit is responsible for Direction, Supervise and the performance of the consolidated financial statements. Audit is solely
responsible for Audit's comments.
Audit shall provide Report to Audit & Supervisory Board Members and Audit & Supervisory Board on significant Audit findings, including the scope and timing of theplanned Audit, significant deficiencies in internal controls identified in the course of Audit's implementation, and Other matters as required by Audit standards.
Audit shall conduct Report of Audit & Supervisory Board Members and Audit & Supervisory Board with respect to compliance with the professional ethics-related
provisions of Details regarding independence and matters that are reasonably likely to affect human independence and for which safeguards are in place to eliminate or
mitigate impediments.
Audit shall determine the matters discussed with Audit & Supervisory Board Members and Audit & Supervisory Board that are deemed to be particularly significant in
Audit of the consolidated financial statements for the fiscal year under review as key Audit report considerations. Provided, however, that this shall not be stated in cases
where the publication of such matters is prohibited by laws and regulations, or in cases where it is judged by Audit that Report of such matters should not be made because itis reasonably expected that the disadvantage caused by Report in Audit report will exceed the public interest, although it is extremely limited.

<Internal Control Audit>
Audit Comments
In order to provide an Audit certification pursuant to Article 193-2-2 of the Financial Instruments and Exchange Act, MIRARTH HOLDINGS, Inc. (Former company
name: Takara Leben Co., Ltd.) Corporation Audit March 31, 2023 Internal Control Report.
In our opinion, the internal control Report referred to above, which indicates that the internal control over financial Report as of March 31, 2023 is effective, presents
fairly, in all material respects, the results of the assessment of internal control over financial Report in accordance with the standards for assessment of internal control overfinancial Report generally accepted in Japan.
Basis for Audit Opinion
Audit Corporation conducted an Audit of internal control in accordance with Audit standards for internal control over financial Report generally accepted in Japan. Audit
Corporation's responsibility under Audit standard for internal control over financial Report is set forth under the caption "Responsibility of Audit Persons in Internal Control
Audit." Audit Corporation is independent from the Corporation and its consolidated subsidiaries. It is also responsible for the ethical conduct of Other as a Audit inaccordance with the Code of Professional Ethics. We believe that Audit Corporation has obtained adequate and appropriate Audit evidence that forms the basis for our
opinion.
Responsibility of Management, Audit & Supervisory Board Members and Audit & Supervisory Board to the Internal Control ReportManagement is responsible for establishing and operating internal control over financial Report and for preparing and properly presenting an Internal Control Report inaccordance with standards for evaluating internal control over financial Report generally accepted in Japan.
The responsibility of Audit & Supervisory Board Members and Audit & Supervisory Board is to monitor and verify the design and operation of internal control overfinancial Report.
It should be noted that there is a possibility that misstatements in financial Report may not be completely prevented or detected by internal control over financial Report.
Responsibility of Audit Personnel in Internal Control Audit
Our responsibility is to express an opinion on the internal control Report based on the internal control Audit performed by Audit based on our internal control Audit reportwith reasonable assurance about whether the internal control document is free from material misstatement.
Audit shall, through the course of Audit, make judgments as an professional expert in accordance with Audit standards for internal control over financial Report generally
accepted in Japan and with professional skepticism:・ Implement Audit procedures to obtain Audit evidence-based information about the assessment of internal control over financial Report in the Internal Control
Document. Audit procedures of the Internal Control Audit are selected and applied based on the significance of the effects on the reliability of the financial Report at
the discretion of Audit.
・ Discuss the presentation of the Internal Control Report as a whole, including descriptions made by management about the scope, procedures and results of theassessment of internal control over financial Report.
・ Obtain adequate and appropriate Audit evidence regarding the outcome of the assessment of internal control over financial Report in the Internal Control Report. Audit
is responsible for Direction, Supervise and implementation of the internal control Report. Audit is solely responsible for Audit's comments.
Audit shall Report Audit & Supervisory Board members and Audit & Supervisory Board with respect to the scope and timing of the planned internal control Audit, theresults of the implementation of the internal control Audit, the significant deficiencies to be disclosed in the identified internal controls, the remediation results, and Other
matters required by Audit criteria for internal control.
Audit shall conduct Report of Audit & Supervisory Board Members and Audit & Supervisory Board with respect to compliance with the professional ethics-related
provisions of Details regarding independence and matters that are reasonably likely to affect human independence and for which safeguards are in place to eliminate or
mitigate impediments.
Interests
The Company and Consolidated Subsidiaries have no interest in the Auditing Corporation or Operating Partners that should be stated pursuant to the provisions of theCertified Public Accountants Act.
Above
(NOTE)1. The original Audit report documents listed above are maintained separately by us (Securities Report Filing Firm).
2.XBRL is not included in the scope of Audit.

Independent Audit's Audit report

June 23, 2023

MIRARTH HOLDINGS, Inc.

To the Board of Directors

Grant Thornton Taiyo LLC.
Tokyo Office

DesignatedLiability
Managing

LimitedPartners
Partner

Certified Public
Accountant

Tooru Yurue

DesignatedLiability
Managing

LimitedPartners
Partner

Certified Public
Accountant

Takafumi Shimokawa

Audit Comments
For the purpose of Audit certification pursuant to the provisions of Article 193-2-1 of the Financial Instruments and Exchange Act, Audit Corporation conducted an Auditof the financial statements, consisting of the balance sheet, income statement, statement of changes in Shareholders' equity, significant accounting policies, notes to Other,and supplementary schedules for 51st fiscal year fiscal year from April 1, 2022, to March 31, 2023, which are listed in the "Accounting" section.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MIRARTH HOLDINGS, Inc. (Former company
name: Takara Leben Co., Ltd.) as of March 31, 2023 and the results of its operations for the year then ended in conformity with accounting principles generally accepted inJapan.

Basis for Audit Opinion
Audit Corporation conducted its Audit in accordance with Audit principles generally accepted in Japan. Audit Corporation's liability under Audit standard is described in"Responsibility of Audit Persons in Audit Financial Statements." Audit Corporation is independent from the Corporation and, as a Audit, fulfills its Other ethicalresponsibilities in accordance with the Code of Professional Ethics in Japan. We believe that Audit Corporation has obtained adequate and appropriate Audit evidence that
forms the basis for our opinion.

Key Audit Considerations
Key Audit considerations are those deemed by Audit to be of particular importance as a professional expert in Audit of the financial statements for the current fiscal year.
Key Audit considerations include those addressed in Audit's performance process over the financial statements as a whole and in the development of Audit's opinion. Audit
Corporation does not express an opinion on such matters on a case-by-case basis.
Revenue recognition on real estate sales transactions with special purpose companies in which the company or subsidiary was involved in the formation
This information is omitted because it is the same Details as the major Audit considerations described in Audit report of the consolidated financial statements (revenue
recognition for real estate sales transactions with special purpose companies in which the company or a subsidiary was involved in the formation).

Transaction price pertaining to the sale transaction to the investment corporation
This information is omitted because it is the same Details as the major Audit considerations (transaction prices for sales transactions with investment corporations)contained in Audit report of the consolidated financial statements.

Other description Details
Details contained in Other is the information included in Report of Securities, other than the consolidated financial statements and financial statements and these Audit
report. Management is responsible for preparing and disclosing Details listed in Other. The responsibility of Audit & Supervisory Board Members and Audit & Supervisory
Board is to monitor the execution of the directors' duties in the development and operation of Details's Report process as described in Other.
Audit opinion on the financial statements of Audit Corporation does not include Other's Details, and Audit Corporation does not express an opinion on Other's Details.
The responsibility of this Audit corporation in Audit of financial statements is to review, through Other's stated Details, whether there are material differences between
Other's stated Details and the financial statements or the knowledge obtained by Audit corporation in the course of its Audit, and to pay attention to whether there are anyother signs of material error in Other's stated OOG other than such material differences.
Audit Corporation is required to Report any material error in Details described in Other if any based on the work performed.
There is no Report by Audit Corporation with respect to Details described in Other.

Management and Audit & Supervisory Board Members and Audit & Supervisory Board' Responsibilities for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in Japan.
This includes establishing and operating such internal control as management determines is necessary to enable the preparation and fair presentation of financial statementsthat are free from material misstatement, whether due to fraud or error.
In preparing financial statements, management is responsible for assessing whether it is appropriate to prepare financial statements based on the going concern
assumption, and disclosing matters concerning a going concern in accordance with accounting principles generally accepted in Japan when necessary.
The responsibility of the corporate auditors and the board of corporate auditors is to monitor the execution of directors' duties in the development and operation of thefinancial reporting process.
Audit's Responsibility in the Financial Statements Audit
Our responsibility is to express an opinion on these financial statements based on Audit performed by Audit report with independent assurance that the financial statements
as a whole are free from material misstatement, whether due to fraud or error. A misstatement is deemed to be material when it may occur due to fraud or error andindividually or when aggregated, if reasonably likely to affect the decisions of users of the financial statements.
In accordance with Audit standards generally accepted in Japan, Audit shall, through the process of Audit, make judgments as an professional expert and conduct thefollowing with professional skepticism:
・ Identify and assess material misstatement risks due to fraud or error. In addition, Audit procedures shall be formulated and implemented in response to the risks ofmaterial misstatements. The selection and application of Audit procedures are at the discretion of Audit. In addition, obtain adequate and appropriate Audit evidencebased on which to express an opinion.
・ Although the objective of Audit is not to express an opinion on the effectiveness of the entity's internal control, Audit considers internal controls relevant to Audit inorder to design Audit procedures that are appropriate in the circumstances when conducting a risk assessment.
・ Assess the appropriateness of accounting policies adopted by management and their application, as well as the reasonableness of accounting estimates made bymanagement and the reasonableness of related notes.
・ To conclude whether it is appropriate for management to prepare financial statements on a going concern basis and, based on Audit evidence obtained, whether there issignificant uncertainty regarding events or circumstances that raise substantial doubt about the company's ability to continue as a going concern. If there is a material
uncertainty regarding the Company's ability to continue as a going concern, the Company is required to provide cautionary statements in the notes to the financial
statements in Audit report or, if the notes to the financial statements regarding a material uncertainty are not appropriate, to express an opinion on an exclusion to thefinancial statements. Although Auditor's conclusion is based on Audit evidence obtained through the date of Audit report, future events and circumstances may preventan entity from continuing as a going concern.
・ Assess the presentation, composition and Details of the financial statements, including the related notes, as well as whether the financial statement presentation and thenotes are in accordance with accounting principles generally accepted in Japan, and whether the financial statements fairly present the underlying transactions andaccounting events.
Audit shall provide Report to Audit & Supervisory Board Members and Audit & Supervisory Board on significant Audit findings, including the scope and timing of theplanned Audit, significant deficiencies in internal controls identified in the course of Audit's implementation, and Other matters as required by Audit standards.
Audit shall conduct Report of Audit & Supervisory Board Members and Audit & Supervisory Board with respect to compliance with the professional ethics-related
provisions of Details regarding independence and matters that are reasonably likely to affect human independence and for which safeguards are in place to eliminate or
mitigate impediments.
Audit shall determine that the matters discussed with Audit & Supervisory Board Members and Audit & Supervisory Board that are deemed to be particularly significant
in Audit of the financial statements for the fiscal year under review are key Audit considerations and shall be included in Audit report. Provided, however, that this shall not
be stated in cases where the publication of such matters is prohibited by laws and regulations, or in cases where it is judged by Audit that Report of such matters should not
be made because it is reasonably expected that the disadvantage caused by Report in Audit report will exceed the public interest, although it is extremely limited.

Interests
There is no Interests between the Company and Audit Corporation or Managing Partner to be entered in accordance with the provisions of Certified Public Accountant
Law.
Above

(NOTE)1. The original Audit report documents listed above are maintained separately by us (Securities Report Filing Firm).
2.XBRL is not included in the scope of Audit.