Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 3156
June 12, 2024
(Date of commencement of measures for electronic provision: June 5, 2024)
To our shareholders:
Tomoharu Asaka
Representative Director
Restar Corporation
10-9, Konan 2-chome, Minato-ku, Tokyo

Notice of Convocation of the 5th Ordinary General Meeting of Shareholders
Restar Corporation (hereinafter referred to as “the Company”) will hold its 5th Ordinary General Meeting of
Shareholders as explained below.
We have adopted measures for the electronic provision of information for this General Meeting of Shareholders. The
matters to be provided in electronic format (the “Electronic Provision Measures Matters”) are posted on the Internet
website shown below as “Notice of Convocation of the 5th Ordinary General Meeting of Shareholders.”
The Company’s website:
https://www.en.restargp.com/ir/stock-related/#ir-stock-general-meeting
This information is also posted on the Internet website shown below.
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website shown above, enter the Company’s name or securities code
to search, and click “Basic information” then “Documents for public inspection/PR information” to view theElectronic Provision Measures Matters.
If you plan not to attend the meeting, you can exercise your voting rights using either of the following methods, so
please exercise your voting rights after reviewing the Reference Materials for the General Meeting of Shareholders
listed in the Electronic Provision Measures Matters.
[Exercising voting rights in writing]
Please indicate your approval or disapproval of each of the proposals on the enclosed form and return it to theCompany no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).
[Exercising voting rights via the Internet]
Please access our designated voting website (https://evote.tr.mufg.jp/) and enter the login ID and temporary password
printed on the enclosed form for exercising voting rights and follow the on-screen instructions to enter your approval ordisapproval of each of the proposals no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).
In addition, if using the Internet to exercise your voting rights, we request that you kindly check “Instructions on
Exercising Your Voting Rights via the Internet” in “Instructions on Exercising Your Voting Rights” on pages 3 and 4.

-1-

1. Date and Time:
2. Venue:

10:00 a.m. on Thursday, June 27, 2024 (JST)(Reception desk is scheduled to open at 9:30 a.m.)
Seminar Room, Restar Building 3F
10-9, Konan 2-chome, Minato-ku, Tokyo(As of August 21, 2023, the Company has relocated its head office from Shinagawa-ku,
Tokyo to Minato-ku, Tokyo, and the venue for the General Meeting of Shareholders has beenchanged as stated above. When attending, please refer to the Ordinary General Meeting of
Shareholders venue guide map at the end of the document and be careful not to make any
mistakes.)

3. Agenda:
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports on the Consolidated Financial
Statements from the Accounting Auditor and the Audit and Supervisory Committee for the 15th Fiscal
Year (April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 15th Fiscal Year (April 1, 2023 to March 31,
2024)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Six Directors (Excluding Directors Who are Audit and Supervisory
Committee Members)
Proposal No. 3:
Election of Three Directors Who are Audit and Supervisory Committee
Members
Proposal No. 4:
Election of One Substitute Director Who is an Audit and Supervisory
Committee Member
4. Instructions on Exercising Voting Rights
Please refer to “Instructions on Exercising Your Voting Rights” on pages 3 to 4.
5. Instructions on the Acceptance of Questions Beforehand
On the Company’s website (https://www.restargp.com/), please click CONTACT, go to Inquiries on IR -> click“inquiry,” and submit your question.
- The paper copy (Notice of Convocation of the 5th Ordinary General Meeting of Shareholders) sent to shareholders doubles as thepaper copy of the Electronic Provision Measures Matters based on shareholders’ requests for the delivery of documents. The following
items are not included in this paper copy, in accordance with the provisions of applicable laws and regulations, as well as Article 16 of
the Company’s Articles of Incorporation. As such, this paper copy only presents part of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing their audit reports.
Notes to the Consolidated Financial Statements

Notes to the Non-consolidated Financial Statements- In the event of revisions to the Electronic Provision Measures Matters, the details of the revisions will be made available on eachwebsite on which the Electronic Provision Measures Matters are posted.

-2-

Instructions on Exercising Your Voting Rights
The right to vote at the General Meeting of Shareholders is an important right for shareholders.
Please review the Reference Materials for the General Meeting of Shareholders included in the Electronic Provision
Measures Matters and exercise your voting rights.
There are two options to exercise your voting rights as shown below.
Exercise of Voting Rights in Writing by Postal Mail
Please indicate your for or against the proposals on the enclosed voting rights exercise form and return it to us bypostal mail without a postage stamp. If you do not indicate your vote on a proposal, it will be treated as a vote “for”
that proposal.
Deadline for the exercise of voting rights: Received by 5:30 p.m. on Wednesday, June 26, 2024 (JST).
Exercise of Voting Rights via the Internet
Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) using a PC or smartphone, enter thelogin ID and temporary password provided on the enclosed voting rights exercise form, and follow the instructions on
the screen to indicate your vote for or against the proposals.
Deadline for the exercise of voting rights: 5:30 p.m. on Wednesday, June 26, 2024 (JST).

How to Complete Your Voting Rights Exercise Form
Proposal No. 1 and Proposal No. 4
If you vote for the proposal, please tick the column “Agree.”If you vote against the proposal, please tick the column “Disagree.”
Proposal No. 2 and Proposal No. 3
If you vote for all candidates, please tick the column “Agree.”If you vote against all candidates, please tick the column “Disagree.”If you vote for some of the candidates, please tick the column “Agree” and enter the number(s) of the candidate
whom you disagree with.
If you exercise your voting rights both in writing (by postal mail) and via the Internet, the exercise of voting rights
via the Internet will be taken as a valid exercise of voting rights. If you exercise your voting rights more than once
via the Internet, the last vote will be treated as a valid exercise of voting rights.

-3-

Instructions on Exercising Your Voting Rights via the Internet
By Scanning the QR CodeYou can log in to the website for exercising voting rights without entering your login ID and temporary password asprovided on your voting rights exercise form.
1. Scan the QR code on the bottom right of your voting rights exercise form.
* QR code is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the instructions on the screen to indicate your vote for or against the proposals.

By Entering Login ID and Temporary Password
Website for Exercising Voting Rights URL: https://evote.tr.mufg.jp/
1. Access the website for exercising voting rights.
2. Enter the “login ID and temporary password” provided on your voting rights exercise form.
3. Please follow the instructions on the screen to indicate your vote for or against the proposals.
If you have any questions about how to operate your PC or smartphone to exercise your voting right via the Internet,
please contact below.

Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation
Help Desk at 0120-173-027 (Toll-free within Japan / from 9:00 a.m. to 9:00 p.m.)
Institutional investors may use the platform for the electronic exercise of voting rights for institutional investors
operated by ICJ, Inc.

-4-

Reference Materials for the General Meeting of Shareholders
Proposals and reference matters
Proposal No. 1:
1.

Appropriation of Surplus

Reason for the appropriation of surplus
In order to make up for the deficit in retained earnings brought forward, improve financial standing, and ensure
the flexibility and agility of future capital policy, the Company proposes the appropriation of surplus.
Specifically, pursuant to the provisions of Article 452 of the Companies Act, the deficit will be covered bytransferring other capital surplus to retained earnings brought forward. As a result, the Company’s amount ofretained earnings brought forward after the transfer will be 0 yen.
This proposal relates to a transfer of account items within net assets on the non-consolidated balance sheet,
therefore there are no changes in the amount of net assets of the Company. In addition, the total number ofshares issued will not change, therefore there will be no impact on shareholders’ number of shares held or net
assets per share.

2. Matters related to the appropriation of surplus(1) Item under retained earnings to be reduced and said amount
Other capital surplus
790,157,264 yen(2) Item under retained earnings to be increased and said amount
Retained earnings brought forward 790,157,264 yen(3) Effective date of appropriation of surplus
June 28, 2024

-5-

Proposal No. 2:

Election of Six Directors (Excluding Directors Who are Audit and Supervisory Committee
Members)

At the conclusion of this General Meeting of Shareholders, the terms of office of all four Directors (excluding
Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire.
Therefore, the Company proposes that six Directors be elected.
This proposal has been reviewed by the Audit and Supervisory Committee and the candidates for Director herein
proposed have been deemed to be suitable.
The candidates for Director are as follows.
Candidate
No.
1
2
3
4

Kunihiro Konno
Hideya Yamaguchi
Tomoharu Asaka
Hiroaki Konno

Chairman and President
Representative Director and Vice President
Representative Director and Vice President
Representative Executive Director

5

Kiyoshi Togawa

Outside Director (Audit and Supervisory Committee Member)

6

Jin-hyuk Yun

–

Name

Positions and responsibilities within the Company
Reelection
Reelection
Reelection
Reelection
New election
OutsideIndependent
New election
OutsideIndependent

Reelection: Candidate for reelection as Director
New election: Candidate for new election as Director
Outside: Candidate for Outside Director
Independent: Independent Director
Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities within the
Company
Apr. 1987

Kunihiro Konno(July 15, 1940)
Reelection
1

Established VITEC CO., LTD. (VITECHOLDINGS CO., LTD.)
President, VITEC CO., LTD.
Nov. 1996
Senior Vice President, Member of the Board
and Counselor (soudanyaku), VITEC CO.,LTD.
June 2003
Special Advisor, VITEC CO., LTD.
June 2012
Chairman, VITEC CO., LTD.
Apr. 2013
Chairman & President, VITEC CO., LTD.
Jan. 2018
President, VITEC GLOBAL ELECTRONICS
CO., LTD. (currently Restar Electronics
Corporation)
Apr. 2018
Chairman & Representative Director, Vitec
Vegetable Factory Co., Ltd.
Aug. 2018
Chairman & Member of the Board, Vitec
Vegetable Factory Co., Ltd.
Apr. 2019
Chairman and CEO, the Company
Apr. 2020
Representative Director and CEO, theCompany
June 2023
Chairman, President and CEO, the Company
Apr. 2024
Chairman and President, theCompany (present post)[Significant concurrent positions outside the Company]
None

Number of sharesof the Company
owned

3,225

[Reasons for nomination]
Mr. Kunihiro Konno has worked in the electronics industry for many years. With his managerial experience andachievements, the Company believes that he will be able to continue to appropriately perform his duties as a Director in
the overall management of the Group.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities within the
Company

Number of sharesof the Company
owned

Apr. 1982
Apr. 2000

Hideya Yamaguchi(April 21, 1959)
Reelection
2

Joined TOSHIBA CORPORATION
Vice President, Toshiba Europe Electronic
Components, Inc.
June 2005
Vice President, Toshiba America Electronic
Components, Inc.
June 2012
President, Toshiba America Electronic
Components, Inc.
June 2016
President and CEO, TOSHIBA DEVICECORPORATION
Oct. 2019
Managing Executive Officer, the Company
Executive Vice President, Restar Electronics
Corporation
Apr. 2020
Senior Managing Executive Vice President,
Restar Electronics Corporation
Oct. 2020
Senior Corporate Executive Officer, theCompany
President, Restar Electronics Corporation
June 2021
Representative Director, the Company
June 2022
Deputy Chief Executive Officer, the Company
June 2023
Representative Director, Vice President and
COO, the Company
Apr. 2024
Representative Director and Vice President, theCompany (present post)[Significant concurrent positions outside the Company]
None

5,977

[Reasons for nomination]
Mr. Hideya Yamaguchi has worked in the electronics industry for many years. With his knowledge and managerial
experience, the Company believes that he, as an officer in charge of global expansion and new business promotionof the Group, will be able to appropriately perform his duties as a Director.

3[Special interest between the candidate and the Company]
There are no significant conflicts of interest.
Apr. 1974
Joined Sumitomo Corporation
May 2001
CFO, Sumitomo Corporation Europe Limited
June 2006
Representative Director and President,
Sumitomo Shoji Financial Management Co.,Ltd.
June 2009
Full-time Corporate Auditor, Sumisho
Computer Systems Corporation (currently
SCSK Corporation)
Oct. 2011
Full-time Corporate Auditor, SCSK Corporation
June 2013
Full-time Corporate Auditor, JIEC Co., Ltd.
Tomoharu Asaka
July 2017
Advisor, the Company(January 28, 1952)
June 2018
Director (Full-time Audit and Supervisory
Reelection
Committee Member), the Company
June 2022
Representative Director, the Company
June 2023
Representative Director, Vice President and
CFO in charge of Corporate Office, theCompany
Apr. 2024
Representative Director and Vice President, theCompany (present post)[Significant concurrent positions outside the Company]
None

5,048

[Reasons for nomination]
Mr. Tomoharu Asaka has abundant experience at general trading companies, specialist knowledge mainly
concerning accounting and finance, and experience as a corporate auditor. The Company believes that he, as the
manager in charge of corporate operations, will be able to appropriately perform his duties as a Director on the path
to expanding its business in the future.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities within the
Company

Number of sharesof the Company
owned

Apr. 1977

Hiroaki Konno(January 9, 1973)
Reelection
4

Joined Asahi Fire & Marine Insurance Co. Ltd.
(currently Rakuten General Insurance Co., Ltd.)
June 2009
Corporate Auditor, VITEC CO., LTD. (VITECHOLDINGS CO., LTD.)
Apr. 2013
Joined VITEC CO., LTD.
Apr. 2017
Corporate Officer, VITEC CO., LTD.
Managing Director, VITEC GREEN ENERGYCO., LTD.
Apr. 2018
Representative Director and President, VITECENESTA CO., LTD.
Apr. 2019
Executive Officer, the Group
Apr. 2020
Corporate Executive Officer, the Company
Apr. 2022
Senior Corporate Executive Officer, theCompany
Apr. 2023
Representative Director and President, RESTARCOMMUNICATIONS Corporation
June 2023
Representative Executive Director, theCompany (present post)[Significant concurrent positions outside the Company]
None[Reasons for nomination]
Mr. Hiroaki Konno has extensive management experience and broad knowledge regarding the Group’s
environmental energy business. The Company believes that he, as a chief of systems business unit of the Group,
will be able to appropriately perform his duties as a Director.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.

-8-

31,326

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities within the
Company

Number of sharesof the Company
owned

Apr. 1971

Kiyoshi Togawa(May 21, 1948)
New election
OutsideIndependent
5

Joined Hitachi Chemical Co., Ltd. (currently
Resonac Corporation)
Apr. 2000
Executive Officer, Manager, International
Business Promotion Office, Hitachi ChemicalCo., Ltd.
Apr. 2004
Vice President and Executive Officer, General
Manager, Marketing & Sales Operations,
Hitachi Chemical Co., Ltd.
Apr. 2007
Senior Vice President and Executive Officer,
General Manager, Marketing & Sales
Operations, Hitachi Chemical Co., Ltd.
Apr. 2010
Senior Vice President and Executive Officer,
General Manager, Corporate Business Strategy
Headquarters and Manager, Group Company
Office, Hitachi Chemical Co., Ltd.
Mar. 2013
Representative, VISTOM Marketing (present
post)
Outside Director, SWCC SHOWA HOLDINGS
CO., LTD. (currently SWCC Corporation)
Sept. 2017
Outside Auditor, the Company
June 2018
Outside Director (Audit and Supervisory
Committee Member), the Company (present
post)[Significant concurrent positions outside the Company]
Representative, VISTOM Marketing0[Reasons for nomination and summary of expected roles]

6

Mr. Kiyoshi Togawa has been nominated due to his wide-ranging experience and outstanding insights accumulated
in his managerial roles in sales and management strategy at a manufacturer of functional materials and cutting-edge
components and systems, and as a university lecturer, which the Company expects him to use to provide opinions
regarding management supervision, auditing, and business strategies from an objective and neutral perspective,
leading to a further strengthening of the Company’s corporate governance and business growth.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.
Apr. 1979
Joined Samsung Electronics Co., Ltd.
Apr. 2006
Vice President, Mobile Display Division
Manager, in charge of LCD, Samsung
Electronics Co., Ltd.
Apr. 2009
Vice President and Division Manager, Samsung
Mobile Display Co., Ltd. (currently Samsung
Display Co., Ltd.)
Jin-hyuk Yun
Apr. 2010
Representative Director, Samsung Japan(October 6, 1953)
Corporation
New election
Apr. 2012
Representative Director and President,
OutsideS-1CORPORATION
Independent
Apr. 2013
Chairman, Korea Industrial Technology
Protection Association
Jan. 2018
Advisor, S-1CORPORATION
Apr. 2020
Advisor (part-time), the Company (present post)[Significant concurrent positions outside the Company]
None

0[Reasons for nomination and summary of expected roles]
Mr. Jin-hyuk Yun has been nominated due to his wide-ranging management experience and global perspective
cultivated over many years as a business manager in business strategy planning and device business at a global
company, which the Company expects him to use to provide opinions regarding management supervision, global
strategies, and business strategies from an objective and neutral perspective, leading to a further strengthening of
the Company’s corporate governance and business growth.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.
(Notes) 1. Mr. Kiyoshi Togawa and Mr. Jin-hyuk Yun are candidates for Outside Director.
2. Mr. Kiyoshi Togawa is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company,-9-and at the conclusion of this General Meeting of Shareholders, his term of office as Outside Director who is an Audit andSupervisory Committee Member will have been six years. Furthermore, his records of attendance have been 22/22 (100%)
at Board of Directors meetings for this fiscal year and 16/16 (100%) at Audit and Supervisory Committee meetings.
3. If the election of Mr. Kiyoshi Togawa and Mr. Jin-hyuk Yun as Outside Directors is approved, the Company plans toconclude liability limitation contracts with them pursuant to Article 427, Paragraph 1 of the Companies Act such that their
liability for damages outlined under Article 423, Paragraph 1 of the same act shall be limited to the minimum liability
amount stipulated in Article 425, Paragraph 1 of the same act.
4. The Company has notified the Tokyo Stock Exchange that Mr. Kiyoshi Togawa is being designated as an Independent
Director according to the rules of the said exchange. If his election is approved, the Company plans for his appointment
as Independent Director to continue. Furthermore, the Company’s criteria for determining independence of Outside
Directors is appended for your reference.
5. Mr. Jin-hyuk Yun meets the requirements for independence according to the rules of the Tokyo Stock Exchange. If hiselection is approved, the Company plans to notify the aforementioned exchange that he is being designated as an
Independent Director. Furthermore, the Company’s criteria for determining the independence of Outside Directors isappended for your reference.
6. The Company has entered into a Directors and Officers liability insurance contract as stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. The policy covers attorneys’ fees in relation to litigations and damage
payments to be borne by insured persons arising from third party litigations. Each of the candidates will be included as
insured persons under the insurance contract.

- 10 -

Proposal No. 3:

Election of Three Directors Who are Audit and Supervisory Committee Members

At the conclusion of this General Meeting of Shareholders, the terms of office of Directors who are Audit andSupervisory Committee Members, Mr. Tatsuichi Naruse, Mr. Seno Tezuka, Mr. Kiyoshi Togawa, and Ms. Reiko
Date will expire. Therefore, the Company proposes that three Directors who are Audit and Supervisory Committee
Members be elected.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows.
Candidate
No.

Name

Positions and responsibilities within the Company

1

Takenori Konno–

New election

2

Seno Tezuka

Outside Director (Audit and Supervisory Committee Member)

3

Reiko Date

Outside Director (Audit and Supervisory Committee Member)

Reelection
OutsideIndependent
Reelection
OutsideIndependent

Reelection: Candidate for reelection as Director
New election: Candidate for new election as Director
Outside: Candidate for Outside Director
Independent: Independent Director

Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities within the
Company

Number of sharesof the Company
owned

Apr. 1996
Apr. 2006
Oct. 2009
Takenori Konno(May 22, 1970)
New election
1

Joined KAGA ELECTRONICS CO., LTD.
Joined Infonics Co., Ltd.
Joined PTT Co., Ltd. (currently Restar Supply
Chain Solution Corporation)
Oct. 2011
Joined iSECO Co., Ltd. (VITEC DEVICE CO.,LTD.)
Apr. 2012
Joined VITEC CO., LTD. (VITEC HOLDINGS
CO., LTD.)
Apr. 2020
General Manager, Business Development
Department, the Company[Significant concurrent positions outside the Company]
None

24,407[Reasons for nomination]
Mr. Takenori Konno has abundant experience as a device business sales manager of the Group and as a manager of new
business development, open innovation, etc. The Company believes that he will be able to leverage this experience toperform his role in auditing and supervising management.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities within the
Company

Number of sharesof the Company
ownedMar. 1972

Seno Tezuka(January 9, 1948)
Reelection
OutsideIndependent
2

Joined Tohmatsu Awoki & Co. (currently
Deloitte Touche Tohmatsu LLC)
Apr. 1974
Registered as certified public accountant
July 1992
Representative Partner, Tohmatsu & Co.
(currently Deloitte Touche Tohmatsu LLC)
June 2013
Retired from Deloitte Touche Tohmatsu LLC
June 2015
Outside Director (Audit and Supervisory
Committee Member), VITEC CO., LTD.
(VITEC HOLDINGS CO., LTD.)
June 2016
Outside Auditor, Yakult Honsha Co., Ltd.
(present post)
Apr. 2019
Outside Director (Audit and Supervisory
Committee Member), the Company (present
post)[Significant concurrent positions outside the Company]
Certified public accountant
Outside Auditor, Yakult Honsha Co., Ltd.

0

[Reasons for nomination and summary of expected roles]

3

Mr. Seno Tezuka possesses expert knowledge, experience, and the like as a certified public accountant and is
expected to provide appropriate opinions from an objective and neutral standpoint, and the Company believes that
he will further strengthen the corporate governance of the Company. Although he has not previously been directly
involved in corporate management other than as an Outside Officer, for the reasons stated above he is deemed able
to appropriately perform his duties as an Outside Director who is an Audit and Supervisory Committee Member.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.
Apr. 1983
Joined ODS Co., Ltd.
Apr. 1995
Managing Director, ODS Co., Ltd.
Jan. 2001
Joined DAIWA SEIKI CORPORATION
Reiko Date
Jan. 2005
Representative Director and President, DAIWA(December 21, 1951)
SEIKI CORPORATION
Jan. 2011
Joined Nanbu Plastics Co., Ltd.
Reelection
June
2020
Outside Director (Audit and Supervisory
OutsideCommittee
Member), the Company (present
Independent
post)[Significant concurrent positions outside the Company]
None

0[Reasons for nomination and summary of expected roles]
Ms. Reiko Date has been nominated due to her wealth of experience and insight gained from many years ofpractical and managerial experience in consultancy business for management and marketing as well as in the
manufacturing industry, which the Company expects her to apply to supervising and auditing the management froman objective and neutral standpoint, leading to a further strengthening of the Company’s corporate governance.
[Special interest between the candidate and the Company]
There are no significant conflicts of interest.
(Notes) 1. Mr. Seno Tezuka and Ms. Reiko Date are candidates for Outside Director.
2. Mr. Seno Tezuka is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company,
and at the conclusion of this General Meeting of Shareholders, his term of office as Outside Director who is an Audit andSupervisory Committee Member will have been five years and two months. Furthermore, his records of attendance havebeen 22/22 (100%) at Board of Directors meetings for this fiscal year and 16/16 (100%) at Audit and Supervisory
Committee meetings.
3. Ms. Reiko Date is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company,
and at the conclusion of this General Meeting of Shareholders, her term of office as Outside Director who is an Audit andSupervisory Committee Member will have been four years. Furthermore, her records of attendance have been 22/22(100%) at Board of Directors meetings for this fiscal year and 16/16 (100%) at Audit and Supervisory Committee meetings.
4. The Company has concluded liability limitation contracts with Mr. Seno Tezuka and Ms. Reiko Date pursuant to Article
427, Paragraph 1 of the Companies Act such that their liability for damages outlined under Article 423, Paragraph 1 of thesame act shall be limited to the minimum liability amount stipulated in Article 425, Paragraph 1 of the same act. If thereelection of Mr. Seno Tezuka and Ms. Reiko Date is approved, the Company plans to renew the aforementioned contracts
with them. If the election of Mr. Takenori Konno is approved, the Company plans to newly conclude the contract with- 12 -

him.
5. The Company has notified the Tokyo Stock Exchange that Mr. Seno Tezuka and Ms. Reiko Date are being designated as
Independent Directors according to the rules of the said exchange. If the reelection of Mr. Seno Tezuka and Ms. Reiko
Date is approved, the Company plans for their appointment as Independent Directors to continue. Furthermore, theCompany’s criteria for determining independence of Outside Directors is appended for your reference.
6. The Company has entered into a Directors and Officers liability insurance contract as stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. The policy covers attorneys’ fees in relation to litigations and damage
payments to be borne by insured persons arising from third party litigations. Each of the candidates will be included as
insured persons under the insurance contract.

- 13 -

Proposal No. 4:

Election of One Substitute Director Who is an Audit and Supervisory Committee Member

In preparation for the event that the number of Directors who are Audit and Supervisory Committee Members falls
below the requirements set by law, the Company proposes that one substitute Auditor be elected in advance. The
election is valid only before assumption of office and may be cancelled by resolution of the Board of Directors withthe consent of the Audit and Supervisory Committee. Moreover, the consent of the Audit and Supervisory
Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name
Shigeji Sugimoto

Positions and responsibilities within the Company
OutsideIndependent–

Outside: Candidate for Outside Director
Independent: Independent Director

Name(Date of birth)

Career summary, positions and responsibilities within the
Company

Number of sharesof theCompany owned

Apr. 1974

Joined Tohmatsu Awoki & Co. (currently Deloitte
Touche Tohmatsu LLC)
Apr. 1978
Registered as certified public accountant
July 1989
Partner, Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
Dec. 2015
Retired from Deloitte Touche Tohmatsu LLC
Jan. 2016
Established Shigeji Sugimoto Certified Public
Accountant Office (present post)
May 2016
Outside Audit & Supervisory Board Member, AEON
Shigeji Sugimoto
Fantasy Co., LTD. (present post)(July 1, 1951)
June 2016
Outside Audit & Supervisory Board Member, AEON
0
OutsideBank, Ltd. (present post)
Independent
Outside Audit & Supervisory Board Member,
NIPPON STEEL & SUMIKIN BUSSAN
CORPORATION (currently NIPPON STEELTRADING CORPORATION) (present post)
June 2018
Substitute Audit and Supervisory Committee
Member, VITEC HOLDINGS CO., LTD.
June 2020
Outside Audit & Supervisory Board Member,
OSAKA STEEL CO., LTD. (present post)[Significant concurrent positions outside the Company]
Certified public accountant[Reasons for nomination and summary of expected roles]
Mr. Shigeji Sugimoto possesses expert knowledge, experience, and an objective perspective in overall accounting, cultivated throughhis time at an auditing firm and as a certified public accountant, and the Company believes that he will be able to use such knowledge
and experience to perform his role in auditing and supervising management.
[Special interest between the candidate and the Company]There are no
significant conflicts of interest.
(Notes)

1. Mr. Shigeji Sugimoto is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member.
2. If Mr. Shigeji Sugimoto assumes the position of Outside Director who is an Audit and Supervisory Committee Member,the Company plans to conclude a liability limitation contract with him pursuant to Article 427, Paragraph 1 of theCompanies Act such that his liability for damages outlined under Article 423, Paragraph 1 of the same act shall be limited
to the minimum liability amount stipulated in Article 425, Paragraph 1 of the same act.
3. Mr. Shigeji Sugimoto meets the requirements for independence according to the rules of the Tokyo Stock Exchange. If heassumes the position of Outside Director who is an Audit and Supervisory Committee Member, the Company plans to
notify the aforementioned exchange that he is being designated as an Independent Director. Furthermore, the Company’s
criteria for determining the independence of Outside Directors is appended for your reference.
4. The Company has entered into a Directors and Officers liability insurance contract as stipulated in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. The policy covers attorneys’ fees in relation to litigations and damage
payments to be borne by insured persons arising from third party litigations. The candidate will be included as an insured
person under the insurance contract.

- 14 -

[Reference: Composition of Directors (After this General Meeting of Shareholders)]
The expertise and experience of the Directors (including Directors who are Audit and Supervisory Committee
Members) of the Company are as follows.
Expertise and experience expected of Directors by the Company
Group
Management
Strategy
M&A

Name

GlobalManagement

Business
Strategy

Finance/
Accounting

Directors (excluding Directors who are Audit and Supervisory Committee Members)
Kunihiro●●
Konno
Hideya●●●Yamaguchi
Tomoharu●●
Asaka
Hiroaki●●Konno
Kiyoshi
Outside●TogawaIndependent
Jin-hyuk Yun

OutsideIndependent

OutsideSachikoKasanoIndependent●●- 15 -

Legal
Risk
Management

●

●

●
●

●

OutsideCorporate
Governance●●OutsideIndependent●●

Independent

Reiko
Date

ESG
Sustainability●

Directors who are Audit and Supervisory Committee Members
Toshiyuki
SuzukiTakenori
Konno
Seno Tezuka

Organization
Human
Resources

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

[Reference: Criteria for determining independence]
In cases in which the Company determines that an Outside Director or a candidate for Outside Director does not fall
into any of the following categories, it considers the Outside Director or candidate for Outside Director to have
independence from the Company.
A person who is a business executive*1 of the Company or of an affiliate of the Company (collectively, “the Group”),
or who has within the past 10 years been a business executive of the Group;
2. A major customer of the Group*2, or a business executive of the same;
3. A person for whom the Group is a major customer*3, or a business executive of the same;
4. A major lender of the Group*4, or a business executive of the same;
5. A shareholder, or business executive of the same, who holds 10% or more of the total voting rights of the Company,
either directly or indirectly;
6. A business executive of a company of which 10% or more of the total voting rights are held by the Group, either
directly or indirectly;
7. A person belonging to an audit corporation that is a Financial Auditor to the Company or to consolidated
subsidiaries of the Company;
8. A person such as a consultant, certified public accountant, lawyer, etc. that offers specialist services and receives
large sums*5 of money or other assets, excluding officer’s remuneration, from the Group (in cases where theperson receiving said assets is a corporate, a union or other organization, a person belonging to said organization);
9. A person receiving large sums of money in donations or subsidies from the Group (in cases where the person
receiving said donations or subsidies is a corporate, a union or other organization, operating officer belonging tosaid organization);
10. A business executive of a company at which a business executive of the Group serves as an Outside Director or
Outside Auditor;
11. A person falling into any of categories 2 to 8 within the past 3 years; and,12. In cases where a person falling into any of categories 1 to 8 or 11 is a significant person*6, the spouse of that
person and their relatives up to the second degree of kinship.
1.

*1:
*2:
*3:
*4:
*5:
*6:

A “business executive” shall mean an Executive Director, Operating Officer or Executive Officer, or any other person or
employee, of a corporation or other organization.
A “major customer of the Group” shall mean a person who has paid an amount equivalent to 2% or more of the Company’s annual
consolidated net sales to the Group in the most recent business year.
A “person for whom the Group is a major customer” shall mean a person that has received an amount equivalent to 2% or moreof their annual consolidated net sales from the Group in the most recent business year.
A “major lender of the Group” shall mean a person who has provided financing equivalent to 2% or more of the consolidated
total assets of the Group at the end of the most recent business year.
“Large sums” shall mean 10 million yen or more annually in the case of an individual, and 2% or more of annual consolidated
net sales or total income in the case of an organization, such as a corporation or a union.
A “significant person” shall mean a member of upper management, such as an Executive Director, Operating Officer, Executive
Officer or General Manager, and in the case of organizations other than companies, persons belonging to said organization.

- 16 -

Business Report(April 1, 2023–March 31, 2024)

1. Overview of the Corporate Group(1) Business Status for the Fiscal Year Under Review
1) Business Progress and Results
In the fiscal year under review, the Japanese economy saw moderate improvement due to the reclassification of
COVID-19 as a Category V Infectious Disease, the further easing of restrictions on the economy, and therecovery of inbound demand. Moreover, soaring energy and resource prices were also calming down. However,
the outlook remained uncertain due to exchange rate fluctuations, the economic slowdown in China, theprolonged conflict between Russia and Ukraine, and the increasingly tense situation in the Middle East.
Under these circumstances, with the aim of accelerating global expansion to meet diversifying customer needs,
the Company made AIT Japan Inc., which had been a subsidiary of WPG Holdings Limited (headquarters:
Taipei, Taiwan), a world-class semiconductor trading company, into a consolidated subsidiary in July 2023.
Moreover, in January 2024, the Company made TSUZUKI EMBEDDED SOLUTIONS CO., LTD., TSUZUKIDENSAN TRADING (SHANGHAI) CO., LTD., TSUZUKI DENSAN HONG KONG CO., LTD., andTSUZUKI DENSAN SINGAPORE PTE. LTD., which are group companies of TSUZUKI DENKI CO., LTD.,
into wholly owned subsidiaries in order to aim for further growth by leveraging synergies with the Group.
In addition, in February 2024, the Company and Dexerials Corporation entered into a share transfer agreement
and shareholders’ agreement for the purpose of converting a company into a joint venture, and worked to
expand a strategic partnership. The Company will implement strategic measures for medium- to long-term
growth and aim to further expand sales and improve earnings.
Net sales
512,484 million yen
Year-on-year change
Up 5.2%
Operating profit
15,931 million yen
Year-on-year change
Up 10.5%
Ordinary profit
9,690 million yen
Year-on-year change
Down 19.5%
Profit attributable to owners of parent
7,004 million yen
Year-on-year change
Down 1.1%• Financial Highlights
During the fiscal year under review, net sales reached a record high mainly due to strong performance in the
Procurement Business, as well as the conversion of TSUZUKI EMBEDDED SOLUTIONS CO., LTD.
(currently Restar Embedded Solutions Corporation) into a consolidated subsidiary in the Semiconductor andElectronic Components Business. Operating profit reached a record high due to increases caused by sales
growth and contributions from the Environmental Energy Business. On the other hand, ordinary profit
decreased because of increases in borrowings and interest expenses due to rising interest rates. However, profit
attributable to owners of parent remained almost unchanged due to the recording of extraordinary income suchas sales of non-current assets and cross-shareholdings.
As a result of the above, in the fiscal year under review, we recorded net sales of 512,484 million yen (up 5.2%
year on year), operating profit of 15,931 million yen (up 10.5% year on year), ordinary profit of 9,690 million
yen (down 19.5% year on year), and profit attributable to owners of parent of 7,004 million yen (down 1.1%
year on year).
• Semiconductor and Electronic Components BusinessIn the Devices Business, while sales for on-board equipment remained firm, sales for industrial equipment,PCs, and communications equipment decreased, but revenue increased slightly due to the conversion of- 17 -

TSUZUKI EMBEDDED SOLUTIONS CO., LTD. (currently Restar Embedded Solutions Corporation) into a
consolidated subsidiary. In the EMS Business, revenue increased due to the expansion of sales of our mainstay
smartphones and on-board displays to new customers. Segment profit decreased due to a decline in gross profit
caused by exchange rate fluctuations in the Device Business, the absence of special demand present in the same
period of the previous year, as well as inventory write-downs and allowance for doubtful accounts related to
specific customers.
As a result, the Semiconductor and Electronic Components Business recorded net sales of 347,629 million yen(up 1.2% year on year) and segment profit of 9,374 million yen (down 26.8% year on year).
• Procurement BusinessIn the Procurement Business, revenue increased due to continued strong demand for on-board products for
major customers. Segment profit increased due to higher revenue.
As a result, the Procurement Business recorded net sales of 124,270 million yen (up 18.9% year on year) andsegment profit of 3,080 million yen (up 35.0% year on year).
• Electronic Equipment BusinessIn the Electronic Equipment Business, revenue increased mainly due to growth in sales of medical andcorporate equipment. In the System Equipment Business, although there was an increase in sales of overseas
made payment terminals, we recorded a decrease in revenue due to the absence of special demand for products
related to personal authentication for My-Number cards present in the same period of the previous year.
Segment profit increased slightly, mainly due to improved product mix.
As a result, the Electronic Equipment Business recorded net sales of 23,839 million yen (up 0.0% year on year)
and segment profit of 586 million yen (up 1.3% year on year).
• Environmental Energy BusinessAlthough the Energy Business performed well due to new solar power generation operations in Japan andoverseas, revenue decreased slightly due to a decline in equipment sales. Revenue in the Power Producer and
Supplier (PPS Business) remained firm due to the solid demand mainly from government sectors. In the
Vegetable Factory Business, although sales expanded mainly for major commercial supermarkets, revenue
decreased slightly due to a decrease in sales to convenience stores and the impact of the Noto Peninsula
Earthquake on operations. Segment profit increased significantly, mainly due to stable electricity purchaseprices in the PPS Business, as well as contributions from owned power supplies.
As a result, the Environmental Energy Business recorded net sales of 16,744 million yen (up 10.8% year onyear) and segment profit of 4,757 million yen (11.9 times more year on year).
2) Capital Investments
Total capital investment conducted across the Group during the fiscal year under review amounted to 4,376
million yen, with the majority constituting business assets in the energy business.
3) Procurement of Funds
In order to procure flexible, stable, and efficient funding for business development, the Group renewed ourcommitment line agreement for a 75,000 million yen syndicated loan arranged by MUFG Bank, Ltd. We are also
implementing Group financing and are working to reduce and stabilize the cost of raising operating funds capital
within the Group.
(2) Trends in Assets and Income
1) Trends in Group Assets and Income
Net sales (Million yen)
12th fiscal year
323,815(ended in March 2021)
13th fiscal year
399,590(ended in March 2022)
14th fiscal year
487,129(ended in March 2023)
15th fiscal year
512,484(ended in March 2024)
Profit attributable to owners of parent (Million yen)
12th fiscal year
4,054
(ended in March 2021)
13th fiscal year
5,957
- 18 -

(ended in March 2022)
14th fiscal year
(ended in March 2023)
15th fiscal year
(ended in March 2024)

7,085
7,004

Total assets/Net assets (Million yen)
Total assets
12th fiscal year
190,385(ended in March 2021)
13th fiscal year
241,958(ended in March 2022)
14th fiscal year
269,427(ended in March 2023)
15th fiscal year
291,704(ended in March 2024)
Earnings per share (Yen)
12th fiscal year
(ended in March 2021)
13th fiscal year
(ended in March 2022)
14th fiscal year
(ended in March 2023)
15th fiscal year
(ended in March 2024)

Net assets per share (Yen)
12th fiscal year
(ended in March 2021)
13th fiscal year
(ended in March 2022)
14th fiscal year
(ended in March 2023)
15th fiscal year
(ended in March 2024)

Net assets
76,25881,65785,09591,024134.85198.12235.64232.952,441.16
2,580.33
2,686.31
2,800.38- 19 -

Category

12th fiscal year
(ended March
31, 2021)

13th fiscal year
(ended March
31, 2022)

323,815

399,590

4,054

5,957

7,085

7,004

134.85
190,385
76,2582,441.16

198.12
241,958
81,6572,580.33

235.64269,427
85,0952,686.31

232.95
291,704
91,0242,800.38

Net sales
Profit attributable toowners of parent
Earnings per share (yen)Total assets
Net assets
Net assets per share (yen)Note:(Million yen, unless otherwise specified)
15th fiscal year
14th fiscal year
(ended March(ended March
31, 2024)
31, 2023)(Fiscal year
under review)
487,129
512,484

Earnings per share are calculated based on the average number of shares during the period. The average number of sharesis calculated after deducting treasury shares.

2) Trends in Company Assets and Income
Operating revenue (Million yen)
12th fiscal year
21,963(ended in March 2021)
13th fiscal year
4,322
(ended in March 2022)
14th fiscal year
6,579
(ended in March 2023)
15th fiscal year
10,870(ended in March 2024)
Profit (Million yen)
12th fiscal year
(ended in March 2021)
13th fiscal year
(ended in March 2022)
14th fiscal year
(ended in March 2023)
15th fiscal year
(ended in March 2024)

7,760
(569)
(917)
827

Total assets/Net assets (Million yen)
Total assets
12th fiscal year
97,528(ended in March 2021)
13th fiscal year
121,044(ended in March 2022)
14th fiscal year
127,582(ended in March 2023)
15th fiscal year
152,188(ended in March 2024)

Net assets
47,99844,49340,86737,413- 20 -

Earnings per share (Yen)
12th fiscal year
(ended in March 2021)
13th fiscal year
(ended in March 2022)
14th fiscal year
(ended in March 2023)
15th fiscal year
(ended in March 2024)
Net assets per share (Yen)
12th fiscal year
(ended in March 2021)
13th fiscal year
(ended in March 2022)
14th fiscal year
(ended in March 2023)
15th fiscal year
(ended in March 2024)

258.10(18.93)(30.51)27.51

1,596.30
1,479.75
1,359.15
1,244.28(Million yen, unless otherwise specified)
12th fiscal year
(ended March
31, 2021)

13th fiscal year
(ended March
31, 2022)

14th fiscal year
(ended March
31, 2023)

15th fiscal year
(ended March
31, 2024)(Fiscal year
under review)Operating revenue
ProfitEarnings per share (yen)Total assets
Net assets

21,9637,760
258.1097,52847,9984,322(569)(18.93)
121,044
44,493

6,579(917)(30.51)
127,582
40,867

10,870827
27.51
152,188
37,413

Net assets per share (yen)1,596.30

1,479.75

1,359.15

1,244.28

Category

Note:

Earnings per share are calculated based on the average number of shares during the period. The average number ofshares is calculated after deducting treasury shares.

- 21 -

(3) Important Information about the Parent Company and its Subsidiaries
1) Parent Company
Not applicable.
2) Significant Subsidiary Companies
CapitalCompany’s
votingrights ratio

310 million yen

100.0%

8,828 million won

69.4%

308 million yen

80.0%

400 million yen

100.0%CARDSERVICE Inc.

301 million yen

67.3%

Vitec Enesta Co., Ltd.

50 million yen

100.0%

V-Power Co., Ltd.

40 million yen

82.5%

2,520 million yen

74.8%

Company nameRestar Electronics
Corporation
CU TECHCORPORATION
Restar Supply Chain
Solution Corporation
Restar Communications
Corporation

Vitec Vegetable FactoryCo., Ltd.
Note:

Primary business
Device sales, LSI design development
and support, reliability testing
consignment services
Contract manufacturing service forelectronic devices (EMS)
Procurement trading services
Sale, design, construction, andmaintenance of electronic components
Manufacturing, sale, and application
development of payment terminals andmanufacturing and sale of access
control devices and facial recognition
devices
Power generation using renewablesources
Brokering the supply and sale ofelectricity, consulting services
Fully closed plant factory

On April 1, 2024, the Company carried out an absorption-type merger with Restar Electronics Corporation, Restar
Communications Corporation, and Vitec Enesta Co., Ltd., with Restar Holdings Corporation as the surviving
company, and the company name was changed to Restar Corporation.

3) Specified Wholly Owned Subsidiaries at the End of the Fiscal Year Under Review
Not applicable.

- 22 -

(4) Issues to Be Addressed
Based on the Group’s mission, “we help society evolve by leveraging information and technology to create anddeliver new value and services,” we are aiming to become an “Electronics Value Platformer” by promoting interbusiness synergies and active cooperation with external partners, developing diverse businesses, growing ourtechnological domain, and expanding the sustainable scale of our business.
On April 1, 2024, the Company carried out an absorption-type merger with Restar Electronics Corporation, Restar
Communications Corporation, and Vitec Enesta Co., Ltd., with Restar Holdings Corporation as the surviving
company, and started anew as “Restar Corporation.” The Company had four reportable segments,“Semiconductors and Electronic Components Business,” “Procurement Business,” “Electronic Equipment
Business,” and “Environmental Energy Business,” but as of April 1, 2024, the Company reorganized its groupbusinesses and will promote future initiatives in the following reportable segments and businesses.
Reportable segment

Devices Business Unit
(hereinafter “Device
BU”)

Business

Devices Business

EMS Business

System Solution
Business
System Business Unit
(hereinafter “System
BU”)
Eco-Solution BusinessInitiatives
 Further accelerate Group synergies and a crossselling strategy
 Cultivate deeper customer relationships andexpand new businesses in the industrial
equipment and on-board equipment markets
 Promote initiatives for global expansion
 Expand Group synergies based on supply chain
management services
 Expand business areas by providing added value Rationalize production lines
 Concentration and selection, and expansion of
new businesses such as on-board equipment
 Take on the challenge of new business models
 Expand the functions of a total solution provider
 Develop new business areas using payment
terminals
 Develop new markets through in-housedevelopment of authentication terminals andpayment devices
 Expand the Power Purchase Agreement (PPA)
business Build and provide a new energy management
system using storage batteries
 Secure stable power sources Respond to power system reforms
 Improve production efficiency and profitability- 23 -

Note:

Changes in reportable segments and business names are as follows.

After business reorganization (2024/4/1~)
Reportable segment
Business

Before business reorganization (2019/4/1~2024/3/31)
Business
Reportable segment
Devices Business
Semiconductors and Electronic
Components
EMS Business
Procurement
Procurement
Business
Electronic
Equipment BusinessElectronic Equipment
System Equipment
Business
Energy Business
Power Producer andEnvironmental Energy
Supplier Business
Vegetable Factory
Business

Devices Business
Devices BU
EMS Business
System Solution
Business
System BU
Eco-Solution
Business- 24 -

(5) Principal Business (As of March 31, 2024)
The Group’s reportable segments are based on business categorizations that facilitate the allocation ofmanagement resources and evaluation of corporate performance. We have four reportable segments:
Semiconductors and Electronic Components; Procurement; Electronic Equipment; and Environmental Energy.
As stated in (4) Issues to Be Addressed, the reportable segments and businesses have been changed as of April 1,
2024.
Reportablesegment

Business

Devices Business
Semiconductors
and Electronic
Components
EMS Business

Procurement

Procurement BusinessElectronic Equipment
Business

Electronic
Equipment
System Equipment
Business

Energy Business

Environmental
EnergyPower Producer and
Supplier Business

Vegetable Factory
Business

Main business activities
Selling of semiconductors, electronic components, and otherrelated products in Japan and overseas, proposing systems
that utilize a combination of various line cards, providing
high value-added solutions and superior technical support for
liquid crystal systems and overseas suppliers, designing andmanufacturing by commissioning, offering LSI design
development and support and reliability testing consignment
services
Providing contract manufacturing services for electronic
components and modules that boast cutting-edge installation
technology in own factories, as well as procurement,
production management, and quality assurance services
Proposing and operating optimal supply chain management
using global procurement and trading for electronics andentrustment services for related operations
Providing solutions for video, sound, and telecommunications
in a wide range of fields, including broadcasting, businesses,
education, medical care, public and government offices, etc.
as well as design, construction, and maintenance
Developing and manufacturing cashless payment terminals
that combine core technologies such as basic digitalcommunication technologies with near-field communication(NFC) technology, selling overseas terminals, developing
applications, and developing, manufacturing and selling
products related to personal authentication for my-number
cards
Offering local operation and management services toencourage the introduction and spread of renewable energy
through own solar power plants (inside and outside Japan)
Retail electricity business using renewable energy and power
generation business using natural gas-fired power plants witha low environmental impact (CO2 emission coefficient).
Consulting business on local power generation for local
consumption.
Producing and selling vegetables grown in completely closed
vegetable factories for commercial customers, such as
convenience stores, supermarkets, restaurant chains, etc., andthe retail market as well as system consulting services- 25 -

(6) Principal Business Locations (As of March 31, 2024)
Restar Corporation

Head Office (Minato-ku, Tokyo)

Restar Electronics Corporation

Head Office (Minato-ku, Tokyo), Osaka Office (Osaka City,
Osaka), Tohoku Sales Office (Osaki City, Miyagi), Iwaki Sales
Office (Iwaki City, Fukushima), Nishi-Tokyo Sales Office(Tachikawa City, Tokyo), Matsumoto Sales Office (Matsumoto
City, Nagano), Chubu Sales Office (Nagoya City, Aichi), Fukuoka
Office (Fukuoka City, Fukuoka), Atsugi Office (Atsugi City,
Kanagawa), Oita Office (Kunisaki City, Oita), Kumamoto Office(Kikuchi-gun, Kumamoto), Kagoshima Office (Kirishima City,
Kagoshima)

CU TECH CORPORATIONHead Office (Pyeongtaek City, Gyeonggi-Do, South Korea)

Restar Supply Chain Solution
Corporation

Head Office (Minato-ku, Tokyo), Osaka Sales Office (Suita City,
Osaka)

Restar Communications Corporation

CARDSERVICE Inc.

Head Office (Minato-ku, Tokyo), Tohoku Office (Sendai City,
Miyagi), Shinetsu Office (Matsumoto City, Nagano), Tokai Office(Nagoya City, Aichi), Kinki Office (Osaka City, Osaka), Kyushu
Office (Fukuoka City, Fukuoka), Akasaka Technical Center(Chiyoda-ku, Tokyo)
Head Office (Minato-ku, Tokyo), Horidomecho Office (Chuo-ku,
Tokyo)

Vitec Enesta Co., Ltd.

Head Office (Minato-ku, Tokyo)

V-Power Co., Ltd.

Head Office (Minato-ku, Tokyo), Nishi-Nihon Sales Office (Osaka
City, Osaka)

Vitec Vegetable Factory Co., Ltd.

Head Office (Minato-ku, Tokyo)

Note:

On April 1, 2024, the Company carried out an absorption-type merger with Restar Electronics Corporation, Restar
Communications Corporation, and Vitec Enesta Co., Ltd., with Restar Holdings Corporation as the surviving
company, and the company name was changed to Restar Corporation. Accordingly, the principal business locationsof Restar Electronics Corporation, Restar Communications Corporation, and Vitec Enesta Co., Ltd. have been
integrated into Restar Corporation’s business location.

(7) Employees (As of March 31, 2024)
1) Corporate Group Employees
Business division
Employees (persons)
Semiconductor and electronics
2,550
[284]
components business
Procurement business
96[17]Electronic equipment business
382[9]
Environment energy business
86[93]
Companywide
118
[12]
Total
3,232
[415]

YoY Change (persons)
630[(51)]

(66)
73
(8)
2
631

[(16)][(2)][(19)][(3)][(91)]

Notes: 1. The number of employees represents the number of full-time employees. Temporary workers are displayed
separately in square brackets.
2. The number of employees displayed under the companywide category represents employees who cannot beclassified under a specific category and who are registered under the Restar Holdings Group management division.

2) Company Employees
Employees (persons)YoY change (persons)Average age (years)

118 [12]2 [(3)]

42.8

Average years of service(years)8.0

Notes: The number of employees represents the number of full-time employees. Temporary workers are displayed
separately in square brackets.

- 26 -

(8) Major Lenders (As of March 31, 2024)
LenderSumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.
MUFG Bank, Ltd.

Amount borrowed (million yen)
62,162
7,132
5,852(9) Other Important Matters Relating to the Current State of the Corporate GroupNot applicable.

- 27 -

2. Company Information(1) Status of Shares (As of March 31, 2024)
1) Total number of shares authorized to be issued2) Total number of shares issued

57,000,000 shares

30,072,643 shares(Note) This includes 4,680 treasury shares.

3) Number of shareholders

8,936 persons

4) Major shareholders (Top ten)
Number of shares
held(Thousand shares)

Percentage of shares
held
(%)

KMF Corporation

6,026

20.04

S-GRANT.CO., LTD.

2,897

9.63

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

2,237

7.44

Retirement Benefit Trust (SONY Group 003) of Mizuho
Trust & Banking Co., Ltd., Retrustee: Custody Bank ofJapan, Ltd.

2,234

7.43

MUFG Bank, Ltd.

818

2.72

Retirement Benefit Trust (SONY Group 008) of Mizuho
Trust & Banking Co., Ltd. Retrustee: Custody Bank ofJapan, Ltd.

717

2.38

CITY INDEX ELEVENTH CO., Ltd.

704

2.34

Mizuho Bank, Ltd.

692

2.30

Restar Holdings Employee Shareowners Association

655

2.18

Custody Bank of Japan, Ltd. (Trust account)

584

1.94

Shareholder nameNotes: 1.
2.

3.

The percentage of shares held is calculated after deducting 4,680 treasury shares.
Regarding the 2,234 thousand shares owned by the Retirement Benefit Trust (SONY Group 003) of Mizuho Trust &Banking Co., Ltd., Retrustee: Custody Bank of Japan, Ltd., the Company receives notice from Mizuho Trust & Banking
Co., Ltd. about any decisions by Sony Group Corporation to exercise voting rights through the securities trust
agreement.
Regarding the 717 thousand shares owned by the Retirement Benefit Trust (SONY Group 008) of Mizuho Trust &Banking Co., Ltd., Retrustee: Custody Bank of Japan, Ltd., the Company receives notice from Mizuho Trust & Banking
Co., Ltd. About any decisions by Sony Group Corporation to exercise voting rights through the securities trust
agreement.

5) Other Important Stock-related Matters
Not applicable.

- 28 -

(2) Matters Relating to Share Acquisition Rights, Etc.
1) Share Acquisition Rights Held by Company Officers on the Final Day of the Fiscal Year Under Review
Granted as Compensation for the Execution of Duties
Not applicable.
2) Share Acquisition Rights Granted to Employees, etc. During the Fiscal Year Under Review in Recognitionof the Execution of Duties
Not applicable.
(3) Company Officers
1) Directors (As of March 31, 2024)
Position in the Company
Name
Chairman, President andKunihiro Konno
CEO
Representative Director, Vice
Hideya Yamaguchi
President and COO
Representative Director, Vice
President and CFO in charge Tomoharu Asakaof Corporate Operations
Representative Executive
Director

Hiroaki Konno

Director (Full-time Audit
and Supervisory Committee
Member)Tatsuichi Naruse

Director (Full-time Audit
and Supervisory Committee
Member)Toshiyuki Suzuki

Director (Audit andSupervisory Committee
Member)Seno Tezuka

Responsibilities, significant concurrent positions

President, Restar Electronics Corporation

Representative Director and President, Vitec Enesta
Co., Ltd.
Representative Director and President, Restar
Communications Corporation

Certified Public Accountant
Outside Auditor, Yakult Honsha Co., Ltd.

Director (Audit andKiyoshi Togawa
Representative, VISTOM Marketing
Supervisory Committee
Member)Director (Audit andSupervisory Committee
Reiko Date
Member)Director (Audit andAttorney at law, SHIOMIZAKA
Supervisory Committee
Sachiko Kasano
Outside Board Director, Socionext Inc.
Member)Outside Statutory Auditor, PRAP Japan, Inc.
Notes:
1. Directors (Audit and Supervisory Committee Members) Mr. Seno Tezuka, Mr. Kiyoshi Togawa, Ms.
Reiko Date and Ms. Sachiko Kasano are Outside Directors.
2. Directors (Audit and Supervisory Committee Members) Mr. Seno Tezuka is a qualified certified public
accountant with considerable knowledge of finance and accounting.
3. The Company has notified the Tokyo Stock Exchange that Directors (Audit and Supervisory Committee
Members) Mr. Seno Tezuka, Mr. Kiyoshi Togawa, Ms. Reiko Date and Ms. Sachiko Kasano have been
designated as Independent Directors according to the stock exchange rules.
4. Mr. Tatsuichi Naruse and Mr. Toshiyuki Suzuki have been selected as full-time Audit and Supervisory
Committee Members in order to improve the effectiveness of audits and strengthen audit and supervisory
functions by enhancing information gathering and ensuring sufficient cooperation with the Company’s
internal audit division.
5. Director (Audit and Supervisory Committee Member) Ms. Sachiko Kasano’s name on the family register
is Sachiko Yanai.
6. On April 1, 2024, the Company carried out an absorption-type merger with Restar Electronics Corporation,
Restar Communications Corporation, and Vitec Enesta Co., Ltd., with Restar Holdings Corporation as thesurviving company, and the company name was changed to Restar Corporation.

- 29 -

2) Summary of Agreement on Limitation of Liability
The Company and each of its Directors (excluding executive directors) have signed a contract limiting liability
for damages under Article 423 Paragraph 1 of the Companies Act according to the provisions under Article
427 Paragraph 1 of the same act. Under the contract, the maximum liability for any damages is set at theminimum liability stipulated in Article 425 Paragraph 1 of the Companies Act.
3) Summary of the Directors and Officers Liability Insurance Policy
The Company has concluded a directors and officer liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract covers Directors andExecutive Officers of the Company and its subsidiaries. The insured persons do not bear the insurance
premiums. The insurance contract covers any costs relating to disputes or compensation damages incurred by
the insured persons in relation to corporate lawsuits, third-party lawsuits, or shareholder representative lawsuits,
etc.
However, any damages incurred as a result of criminal acts, etc. committed by insured persons are not eligible
for compensation in order to ensure that the appropriateness of the insured persons’ execution of duties is notcompromised.
4) Remuneration, etc. of Directors
i. Policy for Determining Remuneration Amounts for Individual Directors or Calculation Method
At the Board of Directors meeting held on March 26, 2021, the Company resolved the basic policy regarding
the details of remuneration, etc. for individual Directors. Regarding the Company’s policy for determining theamount of remuneration for Directors and how that remuneration is calculated, remuneration is determinedfollowing deliberation in the Group Nomination and Remuneration Committee based on the roles andresponsibilities of each officer, their achievements to date, and the scale of the markets they manage. The
remuneration of Directors who are responsible for business execution consists of a fixed and a variable
remuneration component. Fixed remuneration is determined separately according to a job position. Variable
remuneration is based on the business results that a person achieved in a single fiscal year (performance-linked
remuneration). The performance-linked remuneration for a single fiscal year is designed to fluctuate at apayment rate defined by the degree of achievement of business targets of the entire Group, the degree ofachievement of business fields controlled by officers in charge, and the degree of achievement of specificindividual targets. The amount to be paid is deliberated and decided at the Group Nomination andRemuneration Committee. On the other hand, Directors who are Audit and Supervisory Committee Members
independent of business execution duties as well as Outside Directors only receive fixed remuneration given
the fact that offering a variable remuneration component would not be appropriate.
To ensure transparency and objectivity in determining the amount of remuneration for each Director, the Group
Nomination and Remuneration Committee, which is delegated by the Board of Directors, deliberates anddetermines the remuneration for each Director responsible for business execution, excluding Directors who
are Audit and Supervisory Committee Members. The Group Nomination and Remuneration Committee ischaired by Ms. Reiko Date, Director (Outside) who is an Audit and Supervisory Committee Member, and its
members are Mr. Kiyoshi Togawa, Director (Outside) who is an Audit and Supervisory Committee Member,and Mr. Kunihiro Konno, Chairman, President and CEO. The Board of Directors judges that the content of
Director remuneration is being determined in line with its decision policy because the deliberations anddecisions of the remuneration are entrusted to the Group Nomination and Remuneration Committee, over twothirds of which consists of Outside Directors who are Audit and Supervisory Committee Members independentof business execution duties. The amount of remuneration for Directors who are Audit and Supervisory
Committee Members is determined by the Audit and Supervisory Committee.
ii. Matters Concerning Resolutions by the Ordinary General Meeting of Shareholders Relating to theRemuneration, etc. of Company Officers
Regarding remuneration amounts for Directors, the Company determined that the total amount of remuneration
for Directors responsible for business execution should be capped at 500 million yen per annum at an
Extraordinary General Meeting of Shareholders held on November 27, 2018 and determined that the total
amount of remuneration for Directors who are Audit and Supervisory Committee Members should be capped
at 100 million yen at the Ordinary General Meeting of Shareholders held on June 26, 2018. The Company has
five Directors who are responsible for business execution and seven Directors who are Audit and Supervisory
Committee Members, all of whom are eligible for remuneration payments, etc. based on these payment quotas.
iii. Matters Pertaining to the Delegation of Authority for Determining the Content of Remuneration, etc. for
Individual Directors
Regarding the determination of remuneration amounts for individual officers, in order to ensure thetransparency and objectively of remuneration decisions, the remuneration for individual directors responsible
for business execution, excluding directors who serve as Audit and Supervisory Committee members, is- 30 -

deliberated and determined by the Group Nomination and Remuneration Committee under delegation of theBoard of Directors. The Group Nomination and Remuneration Committee is chaired by Ms. Reiko Date,
Director (Outside) who is an Audit and Supervisory Committee Member, and its members are Mr. Kiyoshi
Togawa, Director (Outside) who is an Audit and Supervisory Committee Member, and Mr. Kunihiro Konno,
Chairman, President and CEO. The Board of Directors judges that the content of Director remuneration is
being determined in line with its decision policy because the deliberations and decisions of the remuneration
are entrusted to the Group Nomination and Remuneration Committee, over two-thirds of which consists of
Outside Directors who are Audit and Supervisory Committee Members independent of business execution
duties. The amount of remuneration for Directors who are Audit and Supervisory Committee Members isdetermined by the Audit and Supervisory Committee.
iv. Remuneration, etc. of Company Officers and Outside Officers for the Fiscal Year Under Review

Type of officer

Directors excluding Audit
and Supervisory Committee
Members[of which, amount for
Outside Directors]
Directors who are Audit andSupervisory Committee
Members[of which, amount for
Outside Directors]
Total[of which, amount for
Outside Directors]

Total
remuneration(Million yen)

Total amount by type of remuneration(Million yen)
PerformanceNonFixedlinkedmonetary
remuneration remuneration, remuneration,
etc.
etc.

Numberofeligible
officers(persons)

198
[0]

198
[0]

-

-

5
[0]

43
[17]

43
[17]

-

-

7
[5]

242
[17]

242
[17]

-

-

12
[5]

5) Matters Pertaining to Outside Officers
i. Significant Concurrent Positions in Other Companies and the Company’s Relationship with Those
Organizations
 Outside Director (Audit and Supervisory Committee Member) Mr. Seno Tezuka is a Certified Public
Accountant and an Outside Auditor at Yakult Honsha Co., Ltd. The Company has no special relationshipwith this company.
 Outside Director (Audit and Supervisory Committee Member) Mr. Kiyoshi Togawa is the Representativeof VISTOM Marketing. The Company has no special relationship with this company.
 Outside Director (Audit and Supervisory Committee Member) Ms. Reiko Date has no significant
concurrent positions.
 Outside Director (Audit and Supervisory Committee Member) Ms. Sachiko Kasano is an attorney at law of
SHIOMIZAKA, Outside Board Director of Socionext Inc., and Outside Statutory Auditor of PRAP Japan,
Inc. The Company has no special relationship with any of these companies.

- 31 -

ii. Principal Activities in the Fiscal Year Under Review
a. Attendance at the Board of Directors and Audit and Supervisory Committee Meetings
Board of Directors Meetings(held 22 times)

Outside Director (Audit andSupervisory Committee Member)

Audit and Supervisory
Committee Meetings(held 16 times)
Number of
Attendance
attendances
rate

Number ofattendances

Attendance
rate

22/22

100%

16/16

100%

22/22

100%

16/16

100%

22/22

100%

16/16

100%

18/18

100%

13/13

100%

Seno Tezuka
Outside Director (Audit andSupervisory Committee Member)

Kiyoshi Togawa
Outside Director (Audit andSupervisory Committee Member)

Reiko Date
Outside Director (Audit andSupervisory Committee Member)

Sachiko Kasano
Note:

Regarding Outside Director (Audit and Supervisory Committee Member) Ms. Sachiko Kasano, attendance
after her appointment on June 29, 2023 is listed.

b. Summary of remarks made in Board of Directors and Audit and Supervisory Committee Meetings andsummary of duties executed in relation to expected roles
 Outside Director (Audit and Supervisory Committee Member) Mr. Seno Tezuka has contributed
appropriate and necessary comments at Board of Directors and Audit and Supervisory Committee
meetings from an objective standpoint based on his expertise and experience as a certified public
accountant. He has served as an accurate advisor to the management of the Company.
 Outside Director (Audit and Supervisory Committee Member) Mr. Kiyoshi Togawa has contributed
support for the Company’s business management related to sales strategies. He has served as an accurate
advisor to the management of the Company and a member of the Group Nomination and Remuneration
Committee based on his extensive experience and outstanding insight as a sales manager for a functional
materials and leading cutting-edge parts and systems manufacturer.
 Outside Director (Audit and Supervisory Committee Member) Ms. Reiko Date has contributed
appropriate and necessary comments at Board of Directors and Audit and Supervisory Committee
meetings and as a chair of the Group Nomination and Remuneration Committee based on the experienceand insight gained through her involvement in practical activities and management in management andmarketing consulting and manufacturing industries. She has served as an accurate advisor to the
management of the Company.
 Outside Director (Audit and Supervisory Committee Member) Ms. Sachiko Kasano has contributed
appropriate and necessary comments at the Board of Directors and Audit and Supervisory Committee
meetings based on a high level of her expertise and extensive insights as a lawyer. She has served as an
accurate advisor to the management of the Company.

- 32 -

(4) Accounting Auditor
1) Accounting Auditor’s Name

Deloitte Touche Tohmatsu LLC

2) Accounting Auditor’s Remuneration, etc.
Category
Remuneration based on audit
services(million yen)
The Company
219
Consolidated subsidiaries
17
Total
237

Remuneration based on non-audit
services(million yen)
Notes: 1. Given that the amount of accounting auditor remuneration in the contract between the Company
and the accounting auditor is not categorized into auditing based on the Companies Act and auditing
based on the Financial Instruments and Exchange Act, it cannot be substantially classified, so wehave displayed a total amount for these activities in the remuneration as the accounting auditor for the
fiscal year under review.
2. The Audit and Supervisory Committee agreed on the amount of remuneration for the accounting
auditor after conducting necessary verifications regarding the content of the accounting auditor’s
audit plans, the performance of duties relating to accounting audits, and whether the basis forcalculating remuneration estimates, etc. were appropriate.
3. Of the Company’s significant subsidiaries, some subsidiaries located outside of Japan are audited byauditing firms other than the Company’s accounting auditor (including persons or entities with similar
qualifications in the relevant foreign country).

3) Policy on Determination of Dismissal or Non-reappointment of Accounting Auditor
The Audit and Supervisory Committee will prepare a proposal for submission to the Ordinary General Meetingof Shareholders for the dismissal or non-reappointment of the Company’s accounting auditor if the committee
judges that the said auditor has been seriously hindered in the performance of its duties or there is no prospect
for improvement, such as when the accounting auditor is suspended from performing accounting by thesupervisory authority.
In addition, if the Audit and Supervisory Committee judges that the accounting auditor falls under any of theitems stipulated in Article 340, Paragraph 1 of the Companies Act and that there is no prospect of improvement,
it will dismiss the accounting auditor based on the consent of all Directors who are Audit and Supervisory
Committee Members.
(5) Overview of Systems to Ensure the Appropriateness of Business Affairs and the Operational Status ofThose Systems (As of March 31, 2024)
Based on legal and regulatory requirements, the Articles of Incorporation, and the Code of Conduct, the Company
has established a basic policy for building an internal control system as explained below to ensure theappropriateness of business operation and continue to update and operate that system.
1) System to Ensure Business Execution by Directors and Employees Complies with Laws and Regulations andthe Articles of Incorporation
1.
2.
3.
4.

We shall establish the Restar Group Code of Conduct to ensure all Directors and employees act incompliance with laws, regulations, the Company’s Articles of Incorporation, rules, and corporate ethics
and ensure that all Directors and employees comply thoroughly with these rules.
We shall establish the Compliance Committee as a system for ensuring compliance with the RestarGroup Code of Conduct, and strive to respond appropriately.
We shall seek to quickly grasp any violations of the Restar Group Code of Conduct by establishing andoperating an internal reporting system, and to build a framework that enables us to resolve problems
promptly.
We shall sever any relationships with antisocial forces and build systems to enable us to respondresolutely to any unreasonable demands, etc.

[Overview of operational status] The Company positions the Restar Group Code of Conduct as the basis for the Group’s officers andemployees to determine how to engage in corporate activity. The Code of Conduct also stipulates theblocking of all relationships with antisocial forces. The Company aims to ensure that it is thoroughly
understood throughout the Group by posting it on the official website and intranet, as well as
implementing training and other initiatives.
- 33 -

 In accordance with the Group Compliance Regulations, which sets forth fundamental matters concerningcompliance in the Group, the Company holds regular meetings of the Compliance Committee todeliberate and decide on various measures to promote compliance in the Group.
 In accordance with the Group Whistleblowing System Operation Regulations, the Company has
established a whistleblowing consultation point and created a framework to accept a broad range ofinquiries and reports from employees and trading partners.
2) System for Storing and Managing Information Pertaining to the Execution of Duties by Directors
Information pertaining to the execution of duties by Directors shall be appropriately stored and managed inaccordance with the Company’s Information and Document Management Regulations.
[Overview of operational status]
We have established the Information and Document Management Regulations and set the required period forstoring documents to store and manage them. The minutes from the Ordinary General Meeting of Shareholders
and Board of Directors meetings are properly created, stored, and provided.
3) Regulations and Other Systems for Managing Loss Risk
In accordance with the Risk Management Regulations, the Company and its subsidiaries identify, evaluate,
and respond to risks in each division, and hold various committees and meetings to monitor those risks. We
have also established a system for reporting to the Board of Directors, etc. of the parent company according to
the degree of importance.
[Overview of operational status]
 We have positioned risk management as part of our internal control activities and any serious risks are
regularly reported by internal control committees in each company at the meetings of the Internal Control
Committee of the parent company and, where necessary, those of the Board of Directors.
4) System to Ensure Directors Perform Their Duties Efficiently
1. Regularly and, when necessary, special meetings of the Board of Directors of each company shall be held
as a way of ensuring Directors of the Company and its subsidiaries perform their duties efficiently. We
will also ensure the efficiency of the execution of duties by deliberating important matters in various
committees in advance before raising them to the decision-making body.
2. With regard to business execution based on decisions made in the Board of Directors, the immediate
managers will execute that business within the scope of their authority according to the Division ofOrganizational and Business Affairs Regulations and the Administrative Authority Regulations.
[Overview of operational status] Various specialist committees (human resources, financial affairs, investment, etc.) have been establishedunder the Board of Directors to conduct preliminary deliberations and seek to improve efficiency. We seek
to improve efficiency by delegating authority to each specialist committee to serve as the resolution bodyon some items.
 We have established the Board of Directors Regulations for the Company and its significant subsidiaries,
and the Company’s Administration Department and Group Audit and Supervisory Committee Member
Liaison Committee confirms that Board of Directors meetings take place on a regular basis.
 We have the Division of Organizational and Business Affairs Regulations and Administrative Authority
Regulations, and execute business based on these rules.
5) System for Ensuring the Appropriateness of Operations in the Corporate Group Consisting of the Company
and its Subsidiaries
In order to ensure the appropriateness of operations at the Company and its subsidiaries, in addition tosubmitting decisions for approval and reporting to the Company in accordance with the Group Regulations for
the Management of Subsidiary Companies, resolutions made by the Board of Directors at significant subsidiarycompanies and important reports shall be reported to the Company’s Board of Directors on a monthly basis.
In addition, the Internal Audit Office shall conduct internal audits of subsidiaries to ensure the appropriatenessof business operations at subsidiary companies.
[Overview of operational status] The Company has created Regulations for the Management of Group Companies and Regulations on
Administrative Authority, and any important matters relating to the management of subsidiary companies
are subject to prior approval by the Company or are required to be reported to the Company. Any decisions
made by the Board of Directors at significant subsidiaries, or any other items that require reporting, arereported to the Company’s Board of Directors.
 The Audit and Supervisory Committee, the Internal Audit Office, and the accounting auditor work together
and conduct audits of the Company and its subsidiaries based on mutual audit plans.
- 34 -

6) System Concerning Employees Assigned to Assist with Audit and Supervisory Committee Duties, Ensuring
the Independence of Those Persons from Other Directors, and Ensuring the Effectiveness of Directions Given
to Those Employees
1. The Company, in consultation with the Audit and Supervisory Committee, shall assign employees toassist with Audit and Supervisory Committee duties. In addition, the Audit and Supervisory Committee
may submit request for investigations to the Internal Audit Office as necessary.
2. When requesting an investigation, as long as the investigation is within the scope of assisting with Audit
and Supervisory Committee duties, the Audit and Supervisory Committee shall have the authority tocommand and order the Internal Audit Office to perform the investigation, while directors and other
employees shall not have such authority.
3. We shall determine how the Internal Audit Office will cooperate with the Audit and Supervisory
Committee in the Internal Audit Office Regulations.
 The Internal Audit Office shall thoroughly consult with the Audit and Supervisory Committee in advancewhen formulating audit plans.
 The results of audits shall be reported to the representative director in charge and to the Audit andSupervisory Committee and the Internal Control Committee.
[Overview of operational status]
 Employees are assigned to assist and conduct work based on resolutions of the Audit and Supervisory
Committee.
 The relationship between the Internal Audit Office and the Audit and Supervisory Committee is stipulated
in the Internal Audit Office Regulations. The Internal Audit Office has been reporting directly to the Audit
and Supervisory Committee as a way of enhancing the mobility and efficiency of its operations.
 The way the Internal Audit Office communicates and coordinates with the Audit and Supervisory
Committee and reports audits are stipulated in the Internal Audit Office Regulations. The Internal Audit
Office and Audit and Supervisory Committee exchange information at their regular monthly meetings.
7) System for Directors and Employees to Report to the Audit and Supervisory Committee
Directors, executive officers, and employees of the Company and directors, executive officers, employees, andauditors of subsidiary companies should report to the Audit and Supervisory Committee if they discover anyof the following items:
 Matters resolved or reported by the Board of Directors of subsidiary companies.
 Facts that cause or could cause significant damage to the Company
 Acts that violate or could violate laws, regulations, or the Company’s Articles of Incorporation, etc. andthat cause or may cause considerable damage to the Company.
 Other important matters that affect the Company’s business performance.
 Matters where the Audit and Supervisory Committee requested the submission of reports and materials.
[Overview of operational status]
 Audit and Supervisory Committee members are also members of the Board of Directors so they obtain
important information by attending Board of Directors meetings. They also gain a firm grasp of different
situations through regular meetings with representative directors and regular interviews with directors.
 The Audit and Supervisory Committee is one of the reporting destinations under the Whistleblowing
System Operation Regulations.
8) System to Ensure Any Person Who Has Submitted a Report to the Audit and Supervisory Committee Is Not
Treated Disadvantageously as a Result
The Company and its subsidiaries shall establish systems to ensure that persons who report to the Audit andSupervisory Committee are not treated unfavorably as a result of having submitted such reports.
[Overview of operational status] The Whistleblowing System Operation Regulations have been established to protect whistleblowers. No
reports have to been submitted suggesting that the whistleblower has not been protected.
9) Matters Regarding the Prepayment or Reimbursement of Expenses Incurred During the Execution of Duties
by Audit or Supervisory Committee Members (Limited to Those Related to the Execution of Audit andSupervisory Committee Duties), or Policy on Processing Expenses or Debts Incurred During the Executionof Other Such Duties
The Company shall establish a system regarding the procedure for prepayment of expenses that will be incurred
during the execution of duties by Audit and Supervisory Committee members or for the reimbursement ofcosts already incurred as well as the processing of other expenses or debt incurred during the execution of
those duties, and a system for ensuring the swift payment of those expenses when a request is submitted by an
Audit and Supervisory Committee member.
[Overview of operational status] The Audit and Supervisory Committee Regulations stipulate that any expenses incurred by Audit and- 35 -

Supervisory Committee members in the execution of their duties shall be borne by the Company.
10) Other Systems for Ensuring the Effective Conducting of Audits by the Audit and Supervisory Committee
In order to ensure that the audits conducted by the Audit and Supervisory Committee are conducted effectively,
the Audit and Supervisory Committee shall work closely with the accounting auditor and meet with directors
and executive officers of the Company and directors and other officers at subsidiary companies, whennecessary, in order to confirm management policies and exchange opinions on risks and issues surrounding
the Company.
[Overview of operational status] The Audit and Supervisory Committee formulates and implements an annual communication plan basedon its auditing plans, etc. The committee exchanges opinions after receiving reports from the accounting
auditor, such as Audit Plans, Quarterly Reviews, and Response to Key Audit Matters (KAM).
11) System for Ensuring the Reliability of Financial Reporting and Other Appropriate Internal Controls
In order to ensure the reliability of financial reporting and to effectively and appropriately disclose the Internal
Control Report, the Company shall commit to continuously develop, operate, and evaluate internal controls
related to financial reporting and take corrective action if any deficiencies are detected. In addition, the Internal
Control Committee shall be established and operated to ensure the execution of business affairs for the otherthree purposes mentioned in the Four Internal Control Objectives (the effectiveness and efficiency of business
operations, compliance with applicable laws and regulations, and the safeguarding of assets), and to actively
strengthen Group governance systems.
[Overview of operational status] Based on the Basic Internal Control Regulations and the Internal Control Management Regulations, theCompany and its eight significant subsidiaries have established Internal Control Committees to implement
self-cleaning and improvement activities. The Internal Control Committee meetings are held at the parent
company and the committee reports to the Company on a regular basis.
 In order to ensure the reliability of financial reporting, we have stipulated the scope of evaluations,evaluation methods, correction of deficiencies, and reporting requirements in the above-mentioned
regulations based on the internal control reporting system (J-SOX). The Internal Control Office conducts
evaluations, provides feedback on any uncovered deficiencies, and guides their correction.
(6) Basic Policy Relating to the Control of the Company
Not applicable.
(7) Policy on Determining Dividend Payments, etc. from Surplus Funds
The basic policy for shareholder returns during the period of the Company’s Medium-term Management Plan,
which ends in the fiscal year ending March 31, 2027, is as follows.
 Considering the balance between enhancing stable shareholder returns, actively investing in growth areas,
and financial soundness
 Consolidated dividend on equity ratio (DOE) of 4% or more Implementing stable and continuous increases in dividends Flexible share buybacks for surplus funds* DOE (Dividend on Equity): Dividend on equity ratio = Dividend amount ÷ Shareholders’ equity =Dividend yield x PBR
Since this is based on shareholders’ equity, there is less impact on profit fluctuations in comparison to the payout
ratio, resulting in stable dividends. The Company will treat DOE as an important indicator and provide
shareholder returns so that all shareholders can hold Company shares for the long term with peace of mind.
The Articles of Incorporation stipulate that each item in Article 459, Paragraph 1 of the Companies Act
concerning dividend payments, etc. from surplus funds shall be determined by resolution of the Board of
Directors not by resolution of the Ordinary General Meeting of Shareholders, unless otherwise provided for byexisting laws or regulations. The purpose of these provisions is to return profits to shareholders in a flexible
manner by giving the Board of Directors authority regarding dividends of surplus, etc.

- 36 -

Consolidated Financial Statements
Consolidated Balance Sheet (As of March 31, 2024)
Description(Assets)
Current assets
Cash and deposits
Notes receivable – trade
Accounts receivable – trade
Electronically recorded monetaryclaims – operating
Contract assets
Merchandise and finished goods
Work in process

Amount234,350
39,919417
88,94049
68,158
980
1,632

Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment andvehiclesTools, furniture and fixtures
Leased assets
Land
Construction in progress
Intangible assets
Goodwill
Other
Investments and other assets

18,334(124)
57,35328,5382,243

Lease liabilities
Income taxes payable
Contract liabilities
Provision for bonuses
Provision for bonuses for directors(and other officers)
Other
Non-current liabilities
Long-term borrowings
Lease liabilities
Deferred tax liabilities

11,811
891
8,481
1,217
3,893
9,490
5,460
4,029
19,324

Investment securities

4,062

Deferred tax assets

2,338

Bad debts

11,665Long-term prepaid expenses

8,646

Other

4,438

Total assets(Liabilities)
Current liabilities
Notes and accounts payable – trade
Short-term borrowings
Current portion of long-termborrowings

16,043

Raw materials and supplies

Allowance for doubtful accounts

Description(11,827)

291,704

Retirement benefit liability
Other
Total liabilities(Net assets)
Shareholders’ equity
Share capital
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on availablefor-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined benefit
plans
Share acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets

Consolidated Statement of Income (April 1, 2023–March 31, 2024)- 37 -(Million yen)Amount180,132
55,84696,993
5,130
1,967
3,864
147
1,334
120

14,72820,547
7,352
6,845
1,867
1,582
2,898
200,679
81,677
4,383
33,841
43,461
(9)
2,524
304
(1)
2,263
(42)
123
6,699
91,024
291,704

(Million yen)
Description

AmountNet sales

512,484

Cost of sales

467,212Gross profit

45,271

Selling, general and administrative expenses

29,340Operating profit

15,931Non-operating income

1,216Interest income

255

Dividend income

43

Insurance claim income
Share of profit of entities accounted for using
equity method
Gain on investments in silent partnerships

494

Other

216

94
112

Non-operating expenses

7,458Interest expenses

3,835

Loss on sale of receivables

1,366

Foreign exchange losses

617

Loss on valuation of investment securities

554

Commission for syndicated loans

225

Other

857

Ordinary profit

9,690

Extraordinary income

2,838

Gain on sale of non-current assets

1,882

Gain on sale of investment securities

883

Insurance claim income

39

Other

32

Extraordinary losses

528

Loss on valuation of investment securities

34

Impairment losses

352

System failure response expenses

86

Other

55

Profit before income taxes

12,000

Income taxes – current

4,945

Income taxes – deferred(620)

Profit7,675

Profit attributable to non-controlling interests

671

Profit attributable to owners of parent

7,004- 38 -

Consolidated Statements of Changes in Shareholders’ Equity(April 1, 2023–March 31, 2024)(Million yen)
Shareholders’ equity

Balance (April 1, 2023)

Retained earnings

Treasury shares

Total shareholders’equityShare capital

Capital surplus

4,383

36,09537,976(2,255)(1,653)(3,908)

7,004

7,004

(8)

78,446

Changes during period
Dividends of surplus
Profit attributable to owners ofparentPurchase of treasury shares(0)Changes due to newconsolidation
Net changes in items other thanshareholders’ equity

1

134

－

(2,253)

5,485

(0)

3,230

4,383

33,841

43,461(9)

81,677

Shareacquisitionrights

Noncontrollinginterests

Total net
assets113

4,210

85,095

Total changes during period
Balance (March 31, 2024)

(0)
135

Accumulated other comprehensive income

Balance (April 1, 2023)

Valuationdifferenceonavailablefor-salesecurities

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

631

1

1,721

Total
Remeasurements accumulatedof definedotherbenefit plans comprehensive
income(28)

2,325

Changes during period
Dividends of surplus(3,908)

Profit attributable toowners of parent
Purchase of treasury
sharesChanges due to newconsolidation
Net changes in items
other thanshareholders’ equity
Total changes during
period

(326)

(2)

509

(13)

166

10

2,489

2,665

(326)

(2)

541

(13)

198

10

2,489

5,929

Balance (March 31, 2024)

304

(1)

2,263

(42)

2,524

123

6,699

91,024

7,004
(0)
32

32

- 39 -

168

Notes to Consolidated Financial Statements
I.

Significant Matters as the Basis for Preparation of Consolidated Financial Statements(1) Scope of consolidation
1) Number and names of consolidated subsidiaries• Number of consolidated subsidiaries: 51• Names of major consolidated subsidiaries:
Restar Electronics Corporation
CU TECH CORPORATION
Restar Supply Chain Solution Corporation
Restar Communications Corporation
CARDSERVICE Inc.
Vitec Enesta Co., Ltd.
V-Power Co., Ltd.
Vitec Vegetable Factory Co., Ltd.
• Increase and decrease in consolidated subsidiaries during the fiscal year under review are as follows:(Increase)
Due to acquisition of shares:
AIT Japan Inc.
(Company name changed to Restar WPG Corporation on January 1, 2024)
TSUZUKI EMBEDDED SOLUTIONS CO., LTD.
(Company name changed to Restar Embedded Solutions Corporation on January 9, 2024)
TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD.
(Company name changed to RUIZEDA DENSAN TRADING (SHANGHAI) CO., LTD. on
January 9, 2024)
TSUZUKI DENSAN HONG KONG CO., LTD.
(Company name changed to RUISHIDA DENSAN HONG KONG CO., LTD. on January 9,
2024)
TSUZUKI DENSAN SINGAPORE PTE. LTD.
(Company name changed to RESTAR EMBEDDED SOLUTIONS SINGAPORE PTE. LTD.
on January 9, 2024)
Due to increased importance:
RESTAR ELECTRONICS VIETNAM CO., LTD.
Kyoshin Communications Shikoku Co., LTD.
TAC SYSTEM, INC.
(Decrease)
Due to completion of liquidation:
UW Technologies Co., Ltd.
VGEL (SHENZHEN) CO., LTD.
2) Names of major non-consolidated subsidiaries, etc.
• Names of major non-consolidated subsidiaries:
FMC Co., Ltd.
WiViCom Co., Ltd.
CS Logistics Co., Ltd.
• Reason for exclusion from the scope of consolidation:
All of these non-consolidated subsidiaries are small in scale, and their combined total assets, net
sales, profit (loss) (amount corresponding to equity interest), and retained earnings (amountcorresponding to equity interest) do not have a material impact on the consolidated financial
statements.
(2) Application of the equity method
1) Number and names of associates accounted for using equity method• Number of associates accounted for using equity method: 2• Names of major associates:- 40 -

Privatech Inc.
2) Names of non-consolidated subsidiaries and associates not accounted for using equity method• Names of major companies, etc.:(Non-consolidated subsidiaries)
FMC Co., Ltd.
WiViCom Co., Ltd.
CS Logistics Co., Ltd.
• Reason for not applying equity method
The exclusion from the scope of equity method accounting of these non-consolidated subsidiaries
and associates not accounted for using equity method has a negligible impact on the consolidated
financial statements in terms of profit (loss) (amount corresponding to equity interest), retained
earnings (amount corresponding to equity interest), etc. and they are also not significant in total.
(3) Matters relating to accounting policies
1) Basis and method for valuation of significant assets(a) Securities
Available-for-sale securities• Securities other than shares and other securities without a market price
Securities other than shares and other securities without a market price are stated at fair value(valuation differences are recognized directly in net assets, and the cost of such securities sold is
calculated using the moving average method).
• Shares and other securities without a market price
Shares and other securities without a market price are stated at cost using the moving averagemethod. Meanwhile, investments in investment partnerships, etc. are stated at the net amountequivalent to equity interests based on the most recent financial statements of the partnership.
(b) Derivatives
Derivatives are stated at fair value.
(c) Inventories• Merchandise and finished goods
Merchandise and finished goods are mainly stated at cost using the moving average method (inwhich the carrying amount is written down in case of a decline in profitability).
• Work in process
Consignment products
Consignment products are stated at cost using the specific identification method (in which thecarrying amount is written down in case of a decline in profitability).
• Other manufactured products
Other manufactured products are stated at cost using the moving average method (in which thecarrying amount is written down in case of a decline in profitability).
• Raw materials and supplies
Raw materials and supplies are mainly stated at cost using the moving average method (in which
the carrying amount is written down in case of a decline in profitability).
2) Depreciation/amortization methods for significant depreciable/amortizable assets(a) Property, plant and equipment (excluding leased assets)
At the Company and its consolidated subsidiaries in Japan, items of property, plant and equipment(excluding leased assets) are depreciated using the declining balance method. Meanwhile, at foreignsubsidiaries, such items are mainly depreciated using the straight-line basis. However, buildings(excluding accompanying facilities) acquired by the Company and its consolidated subsidiaries inJapan on and after April 1, 1998 and accompanying facilities and structures acquired by them on orafter April 1, 2016 are depreciated on a straight-line basis.
(b) Intangible assets (excluding goodwill)
Intangible assets (excluding goodwill) are amortized on a straight-line basis.
Software for internal use by the Company and its consolidated subsidiaries in Japan is amortized ona straight-line basis over the period available for internal use (five years).
(c) Leased assets
Leased assets arising from finance lease transactions that transfer ownership• Leased assets arising from finance lease transactions that transfer ownership are depreciated by the- 41 -

same depreciation method applied to non-current assets owned by the Group.
Leased assets arising from finance lease transactions that do not transfer ownership• Leased assets arising from finance lease transactions that do not transfer ownership are depreciatedusing the straight-line method over the lease term with no residual value (or the guaranteed residual
value if it is specified in the lease contract).

- 42 -

3) Standard for significant provisions(a) Allowance for doubtful accounts
To provide for potential credit losses on trade receivables, the Company and its consolidated
subsidiaries in Japan record allowance for doubtful accounts at an estimated unrecoverable amountcalculated based on the historical rate of credit loss for general receivables and determined inconsideration of recoverability of individual receivables for doubtful accounts and certain otherreceivables. Foreign consolidated subsidiaries record allowance for doubtful accounts at an estimatedunrecoverable amount mainly for specific receivables.
(b) Provision for bonuses
To provide for payment of bonuses to employees, provision for bonuses is recorded at an amount of
estimated future bonus payments that is attributable to the fiscal year under review.
(c) Provision for bonuses for directors (and other officers)
To provide for payment of bonuses to directors and other officers, provision for bonuses for directors(and other officers) is recorded at an amount of estimated bonus payments for the fiscal year underreview.
4) Standard for revenues and expenses
Revenue from sale of products or merchandise is mainly derived from wholesale sales or sales frommanufacturing. The Group has a performance obligation to deliver product or merchandise undercontracts with customers. The performance obligation is deemed to be satisfied at a point in time at which
product or merchandise is delivered to the customer and the customer obtains control of the promised
product or merchandise, and revenue is recognized upon the delivery of the product or merchandise.
Meanwhile, the Group recognizes revenue upon shipment if the period from the time of shipment to thetime when control of the product or merchandise is transferred to the customer is normal.
For transactions in which the Group acts as an agent in the sale of products to a customer, the Group
recognizes revenue at the net amount calculated by deducting the amount paid to third parties from thegross amount of consideration.
Revenue from maintenance service is mainly derived from the maintenance of products or merchandise.
The Group has a performance obligation to provide the maintenance service under maintenance contracts
with customers. The maintenance contracts are transactions where the performance obligation is satisfied
over time, and revenue is recognized based on progress toward complete satisfaction of the performanceobligation.
The Group recognizes revenue from construction contracts as the Group satisfies the performanceobligation over time, except for very-short-term construction contracts. In some circumstances, theGroup may not be able to reasonably measure the progress of satisfaction of performance obligation, but
the Group expects to recover the costs incurred in satisfying the performance obligation. In thosecircumstances, the Group recognizes revenue using the cost recovery method. The Group recognizes
revenue from very-short-term construction contracts when the performance obligation is completely
satisfied.
5) Accounting procedures for retirement benefits(a) Attribution method for projected retirement benefits
In calculating retirement benefit obligations, the benefit formula basis is used to attribute theprojected amount of retirement benefits to periods up to the end of the fiscal year under review.
(b) Accounting procedures for actuarial gains and losses and prior service cost
Prior service cost is amortized using the straight-line method over a certain number of years (mainly
10 years) within the average remaining service years of employees at the time of recognition.
Actuarial gains and losses are amortized on a pro-rata basis using the straight-line method over acertain number of years (mainly 10 years) within the average remaining service years of employees
from the fiscal year following the respective fiscal year of recognition.
(c) Accounting procedures for unrecognized actuarial gains and losses and unrecognized prior service
cost
Unrecognized actuarial gains and losses and unrecognized prior service cost are recorded, after
adjustment for tax effects, in remeasurements of defined benefit plans under accumulated othercomprehensive income in net assets.
(d) Application of the simplified method
Some consolidated subsidiaries that fall under the categories of smaller companies and others use the- 43 -

simplified method to calculate retirement benefit liability and retirement benefit expenses using theamount of retirement benefits required to be paid for voluntary retirement at the end of the fiscal year
under review.
6) Other significant matters for preparation of consolidated financial statements(a) Matters concerning the fiscal years, etc. of consolidated subsidiaries
Consolidated subsidiaries whose fiscal year ends on December 31:
Restar-SBI Innovation Investment Limited Partnership
Restar WPG Corporation
RESTAR ELECTRONICS (SHANGHAI) CO., LTD.
RESTAR ELECTRONICS (SHENZHEN) CO., LTD.
RUIZEDA DENSAN TRADING (SHANGHAI) CO., LTD.
CU TECH CORPORATION
Dongguan CU Tech Electronics Corporation
CU TECH VIETNAM CO., LTD.
Lavinics Co., Ltd.
VITEC WPG Limited
ViMOS Technologies GmbH
In preparing the consolidated financial statements, financial statements based on the provisional
settlement of accounts as of the consolidated balance sheet date are used for ten consolidated
subsidiaries out of those listed above. Meanwhile, for Restar-SBI Innovation Investment Limited
Partnership, financial statements as of the balance sheet date of the company are used for consolidated
accounting as the difference between the company’s balance sheet date and the consolidated balance
sheet date does not exceed three months.
In addition, necessary adjustments are made to reflect significant transactions occurred during theperiod from these balance sheet dates to the consolidated balance sheet date.
(b) Accounting policy for translating significant foreign currency-denominated assets and liabilities into
Japanese yen
Monetary receivables and payables denominated in foreign currencies are translated into Japanese
yen at the spot exchange rate at the consolidated balance sheet date, and translation adjustments arerecognized in profit or loss. Assets and liabilities of foreign subsidiaries are translated into Japanese
yen at the spot exchange rates at the foreign subsidiaries’ balance sheet dates, and their revenues andexpenses are translated into Japanese yen at the average exchange rates during the periods.
Translation adjustments of foreign subsidiaries are included in foreign currency translation
adjustment in net assets.
(c) Significant hedge accounting methods• Hedge accounting method
Hedging activities are principally accounted for under the deferral hedge accounting. The designation
hedge accounting is applied to forward exchange contracts that fulfill the requirements for thedesignation method.
• Hedging instruments and hedged items
Hedging instruments:
forward exchange contracts and currency swaps
Hedged items:
receivables and payables denominated in foreign currencies• Hedge policy
Forward exchange contracts and currency swaps are entered into to hedge the risks associated withfluctuations in exchange rates on transactions denominated in foreign currencies.
• Method for assessing the effectiveness of hedges
Hedge effectiveness is not assessed for forward exchange contracts and currency swaps.
(d) Amortization method and period of goodwill
Goodwill is amortized by the straight-line method over a reasonable period not exceeding 20 years.
(e) Application of the group tax sharing system
The Group has applied the group tax sharing system.
(f) Unit of presentation
Amounts presented herein are rounded down to the nearest million yen.

- 44 -

II.

Notes on Accounting Estimates(Valuation of goodwill in the System Equipment Business)(1) Amount recorded on the consolidated financial statements for the fiscal year under review
Goodwill:
609 million yen
This information was identified as a disclosure item in view of the risk of a material impact on the
consolidated financial statements for the following fiscal year.
(2) Information concerning the details of significant accounting estimates for the identified item
1) Calculation method
Goodwill arose at the time when the Company gained control over its consolidated subsidiaries.
Goodwill arising from business combinations represents the expected future excess earnings power
through business development of the acquired company at the time when the Company gained control.
It is recorded in an amount equal to the difference between acquisition cost and the fair value of theacquired company’s identifiable assets and liabilities as of the date of the business combination, and issteadily amortized using the straight-line method over the effective period of this expected future excess
earnings power.
As a general rule, goodwill is grouped by business unit, which is in line with the managerial accountingclassifications on which profit and loss are continuously monitored. In the System Equipment Business,
goodwill is grouped by the business units in existence at the time when the Company gained control.
In the case where there is an indication that goodwill may be impaired, we compare the undiscounted
future cash flows based on business plans approved by management with the carrying amount. If it isdetermined that impairment losses should be recognized, the carrying amount is reduced to therecoverable amount, and the amount of the reduction is recognized as impairment losses under
extraordinary losses.
In our System Equipment Business, as a result of comparing business plans at the time of acquisition
with results, the Group identified an indication of impairment as the cash flows anticipated at the timeof purchase had not been realized. However, no impairment losses were recognized because the total
undiscounted future cash flows based on future business plans exceeded the carrying amount of the asset
group, including goodwill.
2) Key assumptions
If we identify an indication that goodwill may by impaired, we determine whether to recognize
impairment losses by estimating the total undiscounted future cash flows. We estimate the undiscounted
future cash flows used to recognize impairment based on business plans approved by management.
The key assumptions of the business plans used in accounting estimates include factors such as estimatedmarket growth and estimated sales to major customers.
3) Impact on the consolidated financial statements for the following fiscal year
Factors such as market growth and estimated sales to major customers, which are key assumptions of thebusiness plans used in accounting estimates, are subject to change due to technological innovation,changing customer needs, the launch of new products, etc. Therefore, if the conditions or assumptions
upon which cash flows were estimated change, we may need to recognize an impairment loss on goodwill.

III.

Notes to Consolidated Balance Sheet(1) Accumulated depreciation of plant, property and equipment:

17,968 million yen(2) Loan commitment agreements
In order to finance working capital efficiently, the Company has entered into a loan commitment agreementwith banks. The balance of undrawn loan commitments under these agreements is as follows:
Total loan commitments
75,000 million yen
Drawn commitments
47,926 million yen
Undrawn commitments
27,073 million yen(3) Advanced depreciation of non-current assets due to acceptance of national subsidies
The advanced depreciation of non-current assets due to acceptance of national subsidies totaled 90 million- 45 -

yen, which is deducted from the cost to calculate the consolidated balance sheet amount of the assets. This
amount consisted of machinery and equipment of 90 million yen.
(4) Assets pledged as collateral and secured liabilities(Assets pledged as capital)(Million yen)0000

Buildings and structures
Machinery, equipment and vehicles
Tools, furniture and fixtures
Total(Collateral liabilities)
Current portion of long-term borrowings
Long-term borrowings
Total

37
278
315

(5) Amounts of receivables and contract assets arising from contracts with customers(Million yen)
Notes receivable – trade417
Accounts receivable – trade
88,940Electronically recorded monetary claims - operating
16,043Contract assets
49
Total
105,449

IV.

Notes to Consolidated Statement of Income(Revenue from contracts with customers)
Net sales are not presented separately for revenue from contracts with customers and other revenue. The amountof revenue from contracts with customers are presented in “VIII. Notes on Revenue Recognition, (1)Disaggregation of revenue from contracts with customers.”(Impairment losses)
In the fiscal year under review, the Group recorded impairment losses of 352 million yen for the asset groups
shown below. As a general rule, goodwill is grouped by business unit, which is in line with the managerial
accounting classifications on which profit and loss are continuously monitored, and business assets are groupedby the smallest unit that generates cash flows, with assets for each company as the basic unit.

Location
IncheonMetropolitan City,
Republic of Korea
Minato-ku,
Shinagawa-ku,
Tokyo

Oga City, Akita

Use

Businesssegment

Class

Impairment
losses(Million yen)

Other

Devices

Goodwill

59

Other

Electronic
Equipment

Goodwill

133

Business
assetsElectronic
Equipment

Business
assetsEnvironmental
Energy (power
generation
business)

Buildings and structures
Tools, furniture and fixtures
SoftwareSubtotal
Machinery, equipment andvehiclesLand
Long-term prepaid expenses
Subtotal- 46 -

0
2
0
3
81
0
4
85

Happo Town,
Akita

Business
assetsMinato-ku, Tokyo

Business
assetsNanao City,
Ishikawa

Business
assetsNakanoto Town,
Kashima District,
Ishikawa

Business
assetsSatsumasendai
City, Kagoshima

Business
assetsKazuno City, Akita

Business
assetsEnvironmental
Energy (power
generation
business)
Environmental
Energy(vegetablefactory business)
Environmental
Energy(vegetablefactory business)
Environmental
Energy(vegetablefactory business)
Environmental
Energy(vegetablefactory business)
Environmental
Energy(vegetablefactory business)

Machinery, equipment andvehiclesLong-term prepaid expenses
Subtotal
Software

30
3
33
0

Machinery, equipment andvehiclesTools, furniture and fixtures
Subtotal
Machinery, equipment andvehiclesMachinery, equipment andvehiclesTools, furniture and fixtures
Subtotal
Machinery, equipment andvehicles
Total

14
0
14
2

4
0
5
12
352

In the fiscal year under review, given the negative cash flow generated from operating activities in somebusinesses, we have recognized impairments on larger units including goodwill and reduced the carrying
amount to the recoverable amount. The higher of the value in use or the net realizable value has been taken
as the recoverable amount.
The goodwill in the EMS business, which is part of the Device segment, was generated at the time of the businessacquisition of an overseas subsidiary. As a result of implementing an impairment test based on the International
Financial Reporting Standards for this overseas subsidiary, we reduced the carrying amount to the recoverable
amount, because the revenue anticipated at the time of the business acquisition could no longer be expected. The
higher of value in use or fair value after deducting disposal costs is taken as the recoverable amount. The fairvalue after deducting disposal costs was evaluated to be zero, as sale or similar disposal was not effectively
possible. Value in use was calculated by discounting future cash flows based on the business plan using a discountrate of 11.91%.
The goodwill in the Electronic Equipment Business, which is part of the Electronic Equipment segment, wasrecorded in anticipation of excess earnings power expected to arise at the time of the absorption-type merger with
VITEC HOLDINGS CO., LTD. However, as the originally anticipated revenue could no longer be expected in
the fiscal year under review, we reduced the carrying amount to the recoverable amount. Value in use was
evaluated to be zero as future cash flows could not be expected.
The business assets in the Vegetable Factory Business, which is part of the Environmental Energy segment, aregrouped based on the entire Vegetable Factory Business as a single business unit, given the businesscharacteristics of the Vegetable Factory Business, in which revenues and expenditures are considered for thebusiness as a whole. Net realizable value in the Vegetable Factory Business was evaluated to be zero, as sale orsimilar disposal was not effectively possible, and value in use was evaluated with memorandum value, as no
future cash flows could be expected.
The business assets in the power generation business, which is part of the Environmental Energy segment, aremainly grouped by power plant. In the fiscal year under review, cash flow generated from operating activities forsome wind power generation assets continue to be negative, and as improvement is expected to continue to bedifficult going forward, we reduced the carrying amount to the recoverable amount. The higher of value in use or
the net realizable value is taken as the recoverable amount. The net realizable value was evaluated to be zero,as sale or similar disposal was not effectively possible. Value in use was calculated by discounting future cash
flows based on the business plan using a discount rate of 11.86%.
- 47 -

(System failure response expenses)
We have recorded system failure response expenses related to unauthorized access to the servers of the Company
and some of its subsidiaries. The main breakdown includes investigation and analysis expenses for external
specialists.

- 48 -

V.

Notes to Consolidated Statements of Changes in Shareholders’ Equity(1) Number of issued shares (shares)
Class of shares
Common stock

Number of shares atthe beginning of the
fiscal year underreview

Increase during the
fiscal year underreview

30,072,643–

Decrease during
the fiscal year
under review

Number of shares atthe end of the fiscal
year under review–

30,072,643(2) Number of treasury shares (shares)
Class of shares
Common stock

Number of shares atthe beginning of the
fiscal year underreview

Increase during the
fiscal year underreview

4,568

112

Decrease during
the fiscal year
under review

Number of shares atthe end of the fiscal
year under review
–

4,680

Note: The increase of 112 treasury shares was due to purchases of shares less than one unit.

(3) Dividends
1) Dividends paid
Dividend resolved at the Board of Directors meeting held on May 26, 2023
common stock•
Class of shares:
2,255 million yen•
Total dividends:•
Dividend per share: 75.0 yen
March 31, 2023•
Record date:June 30, 2023•
Effective date:
Dividend resolved at the Board of Directors meeting held on November 14, 2023•
Class of shares:
common stock
1,653 million yen•
Total dividends:•
Dividend per share: 55.0 yen•
Record date:
September 30, 2023
December 5, 2023•
Effective date:2) Dividends for which the record date falls in the fiscal year under review, but the effective date falls in
the following fiscal year
Dividend resolved at the Board of Directors meeting held on May 28, 2024
common stock•
Class of shares:•
Source of dividends: capital surplus•
Total dividends:
1,804 million yen•
Dividend per share: 60.0 yen
March 31, 2024•
Record date:•
Effective date:June 27, 2024

- 49 -

VI.

Notes on Financial Instruments(1) Status of financial instruments
1) Policies on financial instruments
The Group raises necessary funds through securitization of receivables and bank borrowings. The
Group’s policy is to use derivatives to hedge against risks described below and not to enter into
speculative transactions.
2) Nature and risks of financial instruments
Notes receivable-trade, accounts receivable-trade, and electronically recorded monetary claimsoperating, which are trade receivables, are exposed to business partners’ credit risk. In addition, tradereceivables denominated in foreign currencies arising from our global operations are exposed to the riskof exchange rate fluctuations. As a general rule, the Group uses forward exchange contracts to hedge thenet position of trade payables denominated in foreign currencies.
Investment securities are mainly composed of shares and other securities related to business and capitalalliance, and shares are exposed to the risk of market price fluctuations.
Notes payable-trade and accounts payable-trade, which are trade payables, are due within one year.
Certain trade payables denominated in foreign currencies are exposed to the risk of exchange rate
fluctuations, but the risk is constantly within the balance of accounts receivable in the same currency.
Lease liabilities under finance lease transactions are mainly intended to finance capital expenditures.
Derivatives entered into by the Group include forward exchange contracts and currency swaps, which
are used to hedge against the risk of exchange rate fluctuations associated with trade receivables andpayables denominated in foreign currencies. For more details on hedging accounting, including hedging
instruments and hedged items, hedge policies, and methods for assessing the effectiveness of hedges,
please refer to I. (3) Matters relating to accounting policies, 6) (c) Significant hedge accounting methods
discussed above.
3) Risk management system for financial instruments
At the Group’s individual operating companies, the administration manager of a sales department
manages paid-in amounts and outstanding balances of trade and other receivables from business partners,
and in cooperation with a credit management department, works to early identify and mitigate concerns
over collection arising from the deterioration in financial conditions of business partners and otherreasons, in accordance with the credit management rules established by each operating company. Also,
the credit management department monitors the financial conditions of individual business partners on
a monthly basis, and, if there are any doubts about their credibility, requests each sales department toreport about the business partners.
As a general rule, the Company uses forward exchange contracts and currency swaps to hedge against
exchange rate risk, identified by currency on a monthly basis, associated with its trade receivables andpayables denominated in foreign currencies.

- 50 -

(2) Fair value of financial instruments
The consolidated balance sheet amount and fair value of financial instruments as of March 31, 2024 and theirdifferences are as follows:(Million yen)
Consolidated balance
sheet amount(1) Investment securities (*2)2,416(2) Bad debts

11,665

Fair value

Difference

2,416

–

–

–

–

–

–

2,416

2,416

–

(1) Long-term borrowings (*4)

12,482

12,407(75)(2) Lease liabilities (*4)

8,813

8,504

(308)

21,296

20,912(384)

Allowance for doubtful accounts (*3)

(11,665)–(3) Investments and other assets
Other (distressed receivables)
Allowance for doubtful accounts (*3)

161
(161)

Total assets

Total liabilities

Derivatives (*5)
(101)
(101)
–
(*1) Notes on “Cash and deposits,” “Notes receivable-trade,” “Accounts receivable-trade,” “Electronically recordedmonetary claims-operating,” “Notes and accounts payable-trade,” “Short-term borrowings,” and “Income taxes
payable” are omitted because their fair value approximates the carrying amount as they are settled in cash andin a short period of time.
(*2) Consolidated balance sheet amount of shares and other securities without a market priceCategory

Unlisted shares

Consolidated balance
sheet amount

1,646

They are not included in “(1) Investment securities.”(*3) The figures exclude the amount of allowance for doubtful accounts individually recorded in bad debts and other(distressed receivables) under investments and other assets.
(*4) The figures include the amount of current portion of long-term borrowings and current portion of lease liabilities.
(*5) Net receivables and payables arising from derivatives are presented on a net basis, and net payables are presented
in parentheses.

- 51 -

(3) Breakdown of financial instruments by each fair value level
The fair value of financial instruments is classified into the following three levels depending on theobservability and significance of the inputs used for fair value measurement.
Level 1 fair value: Fair value measured using observable inputs, i.e. quoted prices in active markets for
assets or liabilities that are the subject of the measurement
Level 2 fair value: Fair value measured using observable inputs other than Level 1 inputs
Level 3 fair value: Fair value measured using unobservable inputs
If multiple inputs that have a significant impact on fair value measurement are used, the fair value is classified
as the level that is least significant to the fair value measurement from among the levels into which each of
the inputs is classified.
1) Financial instruments recorded at fair value on the consolidated balance sheet(Million yen)
Category
Investment securities
Available-for-sale securities
SharesDebt instruments
Total assets
Derivatives
Currency-related
Total liabilities

Fair value
Level 2
Level 3

Level 1

Total

1,820
–
1,820

–
–
–

–
595
595

1,820
595
2,416

–
–

(101)
(101)

–
–

(101)
(101)

2) Financial instruments other than those recorded at fair value on the consolidated balance sheet(Million yen)
Fair value
Category
Level 1
Level 2
Level 3Total–
Long-term borrowings
12,407–
12,407––
Lease liabilities
8,504
8,504
–
–
Total liabilities
20,912
20,912
Note: Explanation of valuation techniques and inputs used for fair value measurement
Investment securities:
Listed shares are valued using quoted prices. As listed shares are traded in active markets, their fair value isclassified as Level 1. As debt instruments are valued using significant unobservable inputs, their fair value isclassified as Level 3.
Derivatives:
The fair value of currency swaps and forward exchange contracts are measured using the discounted cash flow
method based on observable inputs, such as interest rates and exchange rates, and is classified as Level 2.
Long-term borrowings and lease liabilities:
The fair value of these items is measured using the discounted cash flow method based on the sum of principal
and interest, remaining maturities, and an interest rate reflecting credit risk, and is classified as Level 2.

VII. Per Share Information(1)
Net assets per share:

(2)
(3)

2,800.38 yen
232.95 yen
231.91 yen

Basic earnings per share:
Diluted earnings per share:- 52 -

VIII. Notes on Revenue Recognition(1) Disaggregation of revenue from contracts with customers(Million yen)
Reporting segment
Total

Semiconductor
and electronic
components

Procurement

Electronicequipment

Environmental
energyDevice324,376–––

324,376

324,376

EMS

23,253–––23,25323,253

Procurement–

124,270––

124,270

124,270

Electronic equipment––

20,411–

20,411

20,411

System equipment

–

–

3,427

–

3,427

3,427

Energy

–

–

–

4,289

4,289

4,289

Power producer and supplier

–

–

–

10,763

10,763

10,763

Vegetable factory

–

–

–

1,091

1,091

1,091

347,629

124,270

23,83916,143511,883

511,883

–

–

–

600

600

600

347,629

124,270

23,83916,744

512,484

512,484

Revenue from contracts withcustomers
Other revenue
Sales to external customers

(2)

Total

Information that provides a basis for understanding revenue from contracts with customers
Information that provides a basis for understanding revenue is as stated in “I. Significant Matters as the Basis for
Preparation of Consolidated Financial Statements, (3) Matters relating to accounting policies, 4) Standard forrevenues and expenses.”- 53 -IX.

Other Notes(Business combinations)(Business combination through acquisition of shares)
On June 21, 2023, the Company resolved to underwrite a capital increase by third-party allotment of AIT
Japan Inc. (headquarters: Shinagawa-ku, Tokyo; “AITJ”), a subsidiary of WPG Holdings Limited(headquarters: Taipei, Taiwan; “WPG”). The payment was completed on July 21, 2023, and the company
became a consolidated subsidiary of the Company on the same date.
(1) Outline of the business combination
1) Name of the acquired company and description of its business
Name of the acquired company: AIT Japan Inc.
Description of business:
Sales of semiconductors and electronic components
2) Main reason for the business combination
Under our management vision of “Global (in view and scale)/Social Contribution/Collaboration
and Innovation,” the Company aims to be “the Electronics Value Platformer” that accommodates
all manner of stakeholder needs through a wide range of business activities, including theprovision of solutions for semiconductors and electronic components, the handling of video,
audio, and communications equipment for broadcasters and the public, the development,
manufacture, and sale of settlement and access systems utilizing NFC (Near Field
Communication) technology, the planning and operation of solar and wind power plants and otherrenewable energy, and the operation of vegetable factories. Together with WPG, our mostimportant partner in global expansion, the Company has engaged in sales and promotion activities
rooted in local communities in Asia through VITEC WPG Limited (Hong Kong), a joint venturewith the Company’s subsidiary and a WPG subsidiary, and in Europe through ViMOSTechnologies GmbH (Germany), a joint venture with the Company’s subsidiary, a WPG
subsidiary and a European semiconductor trading company’s subsidiary. Now, as we target thefurther growth of AITJ, the Company will strengthen the management and financial foundationsof AITJ by underwriting a capital increase by third-party allotment. At the same time, we will
also use AITJ as a hub for both groups to accelerate business expansion and collaboration withmore than 3,500 trading partners, mainly major global manufacturer partners, with the aim offurther enhancing our presence in the global market.
<Synergies Targeted by Making AITJ a Subsidiary>
i. Enhancing the sales of AITJ products in the Japanese market, and cooperating in extending
the Company’s products and services in the global market
ii. Having AITJ as a key base to engage global and locally rooted business expansioniii. Provision of more efficient and superior services through access to AITJ’s global supply
chain network
3) Date of the business combination
July 21, 2023 (deemed acquisition date: July 1, 2023)
4) Legal form of the business combination
Acquisition by underwriting a capital increase by third-party allotment
5) Name of company after the business combination
Restar WPG Corporation
6) Ratio of voting rights acquired
51.02%
7) Basis for determining the acquiring company
The Company is the acquiring company because it acquired shares in exchange for cash.

- 54 -

(2) Period of operating results of the acquired company included in the consolidated financial statements
From July 1, 2023 to March 31, 2024
(3) Acquisition cost of the acquired company and its breakdown by type of consideration
Consideration for the acquisition
Acquisition costCash:1,378 million yen:

1,378 million yen(4) Description and amount of major acquisition-related expenses
Advisory fees, etc.: 10 million yen(5) Amount of goodwill recognized, reason for recognition, and amortization method and period
Not applicable.
(6) Amounts of assets acquired and liabilities assumed at the date of business combination and their main
components(Million yen)
Current assets

2,691

Non-current assets

1,344

Total assets

4,036

Current liabilities739

Non-current liabilities

342

Total liabilities

1,081(Business combination through acquisition of shares)
At the Board of Directors meeting held on September 29, 2023, the Company resolved to acquire the sharesof TSUZUKI EMBEDDED SOLUTIONS CO., LTD., TSUZUKI DENSAN TRADING (SHANGHAI) CO.,LTD., TSUZUKI DENSAN HONG KONG CO., LTD., and TSUZUKI DENSAN SINGAPORE PTE. LTD.
(hereinafter, collectively referred to as the “Target Companies”), which are group companies of TSUZUKI
DENKI CO., LTD., and make them wholly owned subsidiaries, and thereby concluded a share transfer
agreement with TSUZUKI DENKI CO., LTD. on the same date. The share transfer execution date was
January 9, 2024, and the Company acquired all the shares of the Target Companies and made them into
consolidated subsidiaries on the same date.
(1) Outline of the business combination
1) Names of the acquired companies and description of their businessi. Name of the acquired company: TSUZUKI EMBEDDED SOLUTIONS CO., LTD.
Description of business: Sales, maintenance and support of ICT products, electronic devices,
electronic components and other embedded products; sales of office supplies
ii. Name of the acquired company: TSUZUKI DENSAN TRADING (SHANGHAI) CO., LTD.
Description of business: Sales of semiconductors, electronic components, and electronicequipment
iii. Name of the acquired company: TSUZUKI DENSAN HONG KONG CO., LTD.
Description of business: Sales of semiconductors, electronic components, and electronicequipment
iv. Name of the acquired company: TSUZUKI DENSAN SINGAPORE PTE. LTD.
Description of business: Sales of semiconductors, electronic components, security solutions,
IoT solutions
2) Main reason for the business combination
Customers in the FA, production machinery, and on-board equipment markets, as well as a wide
range of products and related services and technologies will be added to the Group, including
power semiconductors for decarbonization and energy-saving products, GPUs, ASICs, andmemory. Along with this expansion in scale, the Group will expand its cross-selling variations byfurther enhancing line cards without duplication. Also, it will be possible to supplement theCompany’s strength in vision-related technologies, including Sony semiconductors and- 55 -

equipment, as well as image-related AI. The Company decided to acquire the Target Companies
based on the judgment that they will contribute to increasing the corporate value of the Group by
leveraging the strengths of both the Company and the Target Companies and exercising synergies.
3) Date of the business combination
January 9, 2024 (deemed acquisition date: January 1, 2024)
4) Legal form of the business combination
Share acquisition in exchange for cash5) Names of companies after the business combination
Restar Embedded Solutions Corporation
RUIZEDA DENSAN TRADING (SHANGHAI) CO., LTD.
RUISHIDA DENSAN HONG KONG CO., LTD.
RESTAR EMBEDDED SOLUTIONS SINGAPORE PTE. LTD.
6) Ratio of voting rights acquired
100%7) Basis for determining the acquiring company
The Company is the acquiring company because it acquired shares in exchange for cash.
(2) Period of operating results of the acquired companies included in the consolidated financial
statements
From January 1, 2024 to March 31, 2024
(3) Acquisition cost of the acquired companies and breakdown by type of consideration
Consideration for the acquisitionCash:

12,162 million yen

Acquisition cost:
12,162 million yen
Of which, Restar Embedded Solutions Corporation: 10,995 million yen(4) Description and amount of major acquisition-related expenses
Due diligence fees, etc.: 70 million yen(5) Amount of goodwill recognized, reason for recognition, and amortization method and period
1) Amount of goodwill recognized
123 million yen
Of which, Restar Embedded Solutions Corporation: 111 million yen
2) Reason for recognition
Mainly due to expected future excess earnings power.
3) Amortization method and period
The goodwill will be amortized evenly over a period of eight years.
(6) Amounts of assets acquired and liabilities assumed at the date of business combination and their main
components
1) Restar Embedded Solutions Corporation(Million yen)
Current assets

19,070Non-current assets

616

Total assets

19,687

Current liabilities

7,955

Non-current liabilities

847

Total liabilities

8,803- 56 -

2) RUIZEDA DENSAN TRADING (SHANGHAI) CO., LTD.
(Million yen)
Current assets

774

Non-current assets

0

Total assets

774

Current liabilities

323

Non-current liabilities–

Total liabilities

323

3) RUISHIDA DENSAN HONG KONG CO., LTD.
(Million yen)
Current assets

430

Non-current assets

0

Total assets

431

Current liabilities

62

Non-current liabilities–

Total liabilities

624) RESTAR EMBEDDED SOLUTIONS SINGAPORE PTE. LTD.
(Million yen)
Current assets

523

Non-current assets

0

Total assets

523

Current liabilities

189

Non-current liabilities

0

Total liabilities

X.

189

Significant Subsequent Events
Not applicable.

- 57 -

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet (As of March 31, 2024)(Million yen)
Description(Assets)
Current assets
Cash and deposits
Accounts receivable - trade
Short-term loans receivable fromsubsidiaries and associates
Current portion of long-term loans
receivable from subsidiaries andassociates
Prepaid expenses
Accounts receivable - other
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Tools, furniture and fixtures

Amount

91,5015,585
240
81,96818,648
576
1,346

265
3,313
36
(276)
60,686
1,703
1,286
339

Accrued expenses
Income taxes payable
Deposits received
Provision for bonuses
Other

61
61
19
96
171

Land

42

Non-current liabilities
Long-term borrowings
Provision for loss on business of
subsidiaries and associates
Provision for retirement benefits
Asset retirement obligations
Other

8,184
4,089
3,291
70
699
33

5,031
237
125
4,648
20
53,951
1,989
46,036

Total liabilities(Net assets)
Shareholders’ equity
Share capital
Capital surplus
Legal capital surplus

114,775

999

Other capital surplus

32,131

25,227926

Deferred tax assets

118

Other

92

Total assets

106,591
85,609Accounts payable - other36

Allowance for doubtful accounts

Amount368

Leased assets

Intangible assets
Software
Software in progress
Goodwill
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries
and associates
Long-term loans receivable fromsubsidiaries and associates
Guarantee deposits

Description(Liabilities)
Current liabilities
Short-term borrowings
Short-term borrowings fromsubsidiaries and associates
Current portion of long-termborrowings(21,438)

152,188

Retained earnings
Other retained earnings
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on availablefor-sale securities
Total net assets
Total liabilities and net assets

Non-Consolidated Statement of Income (April 1, 2023 - March 31, 2024)- 58 -

37,0994,383
33,515
1,383

(790)
(790)
(790)
(8)
313
313
37,413
152,188

(Million yen)
Description

AmountOperating revenue

10,870Operating expenses

4,617

Operating profit

6,253

Non-operating income

1,053Interest income

986

Dividend income

43

Gain on investments in silent partnerships

1

Other

22

Non-operating expenses

10,349Interest expenses

3,310

Foreign exchange losses

3,134Commission for syndicated loans

225

Provision of allowance for doubtful accounts

3,400

Loss on investments in investment partnerships
Provision for loss on business of subsidiaries andassociates
Other

142
124
11

Ordinary loss

(3,043)Extraordinary income

2,794

Gain on sale of investment securities

873

Gain on sale of non-current assets

1,856

Insurance claim income

39

Gain on liquidation of subsidiaries and associates

24

Extraordinary losses

209

Impairment losses

133

System failure response expenses

75

Loss before income taxes(458)

Income taxes - current(1,202)

Income taxes - deferred(82)

Profit827- 59 -

Non-Consolidated Statements of Changes in Shareholders’ Equity(April 1, 2023 - March 31, 2024)(Million yen)

CapitalBalance (April 1, 2023)

4,383

Shareholders’ equity
Retained
Capital surplus
earnings
Otherretainedearnings
Legal
Other
CapitalcapitalcapitalRetained
surplussurplussurplusearnings
brought
forward1,383

TreasurysharesTotalshareholder’sequity(8)40,181

34,38635,77036(2,255)(2,255)(1,653)(3,908)827

827

Changes during period
Dividends of surplus
ProfitPurchase of treasury
sharesNet changes in items
other than shareholders’equityTotal changes during theperiodBalance (March 31, 2024)

(0)

–

–

(2,255)(2,255)

(826)

(0)

(3,081)

4,383

1,383

32,131

33,515(790)(8)

37,099Valuation and translation adjustments
Valuation difference on
Total valuation andavailable-for-sale securities
translation adjustments
Balance (April 1, 2023)

(0)

685

685

Total net assets
40,867

Changes during period
Dividends of surplus(3,908)

Profit827

Purchase of treasury
sharesNet changes in items
other thanshareholders’ equity
Total changes during theperiod

(372)

(372)

(372)

(372)

(372)

(3,453)

Balance (March 31, 2024)

313

313

37,413(0)- 60 -

Notes to Non-Consolidated Financial Statements
I.

Matters Relating to Significant Accounting Policies(1) Basis and method for valuation of assets
1) Securities(a) Shares of subsidiaries and associates
Shares of subsidiaries and associates are stated at cost using the moving average method.
(b) Investments in capital of subsidiaries and associates
Investments in limited liability partnerships are stated at the net amount equivalent to equity interests
based on the financial statements specified in the respective partnership agreements.
(c) Available-for-sale securities• Securities other than shares and other securities without a market price
Securities other than shares and other securities without a market price are stated at fair value(valuation differences are recognized directly in net assets, and the cost of such securities sold is
calculated using the moving average method).
• Shares and other securities without a market price
Shares and other securities without a market price are stated at cost using the moving averagemethod. Meanwhile, investments in investment partnerships, etc. are stated at the net amountequivalent to equity interests based on the most recent financial statements of the partnership.
2) Derivatives
Derivatives are stated at fair value.
(2) Depreciation/amortization methods for non-current assets
1) Property, plant and equipment (excluding leased assets)
Items of property, plant and equipment (excluding leased assets) are depreciated using the decliningbalance method.
However, accompanying facilities and structures acquired on or after April 1, 2016 are depreciated on astraight-line basis.
2) Intangible assets
Intangible assets are amortized on a straight-line basis. Software for internal use is amortized on astraight-line basis over the period available for internal use (five years).
3) Leased assets
Leased assets are depreciated using the straight-line method over the lease term with no residual value.
(3) Standard for provisions
1) Allowance for doubtful accounts
To provide for potential credit losses on trade receivables, the Company records allowance for doubtful
accounts at an estimated unrecoverable amount calculated based on the historical rate of credit loss forgeneral receivables and determined in consideration of recoverability of individual receivables for
doubtful accounts and certain other receivables.
2) Provision for bonuses
To provide for payment of bonuses to employees, provision for bonuses is recorded at an amount of
estimated future bonus payments that is attributable to the fiscal year under review.
3) Provision for bonuses for directors (and other officers)
To provide for payment of bonuses to directors and other officers, provision for bonuses for directors(and other officers) is recorded at an amount of estimated bonus payments for the fiscal year under review.
4) Provision for retirement benefits
To provide for payments of retirement benefits to employees, the Company records an amount based on
projected retirement benefits at the end of the fiscal year under review.
Prior service cost is amortized using the straight-line method over a certain number of years (10 years)
within the average remaining service years of employees at the time of recognition.
Actuarial gains and losses are amortized on a pro-rata basis using the straight-line method over a certain
number of years (10 years) within the average remaining service years of employees from the fiscal year
following the respective fiscal year of recognition.
5) Provision for loss on business of subsidiaries and associates
To provide for losses expected to be incurred by subsidiaries and associates, provision for loss on
business of subsidiaries and associates is recorded at an amount of estimated loss to be borne by the- 61 -

Company.
(4) Standard for revenues and expenses
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29,
March 31, 2020) and the “Implementation Guidance on Accounting Standard for Revenue Recognition”(ASBJ Guidance No. 30, March 26, 2021), and recognizes revenue when control of the promised goods orservices is transferred to a customer in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
The Company’s revenue consists of consulting fee income and dividend income from its subsidiaries. With
regard to consulting fee income, the Company’ performance obligation is to provide entrusted services to its
subsidiaries based on contract details. As the Company’s performance obligation is satisfied when theservices are provided, revenue is recognized at that time. The Company recognizes revenue from dividend
income on the effective date of dividend.
(5) Other accounting policies for preparation of non-consolidated financial statements
1) Accounting procedures for retirement benefits
Accounting procedures for unrecognized actuarial gains and losses and unrecognized prior service cost
related to retirement benefits are different from those adopted for the consolidated financial statements.
2) Standards for translating foreign currency-denominated assets and liabilities into Japanese yen
Monetary receivables and payables denominated in foreign currencies are translated into Japanese yenat the spot exchange rate at the fiscal year-end, and exchange differences are recognized in profit or loss.
3) Hedge accounting• Hedge accounting method
Hedging activities are principally accounted for under the deferral hedge accounting. The
designation hedge accounting is applied to forward exchange contracts that fulfill therequirements for the designation method.
• Hedging instruments and hedged items
Hedging instruments:
forward exchange contracts
Hedged items:
receivables and payables denominated in foreign
currencies• Hedge policy
Forward exchange contracts are entered into to hedge the risks associated with fluctuations in
exchange rates on transactions denominated in foreign currencies.
• Method for assessing the effectiveness of hedges
Hedge effectiveness is not assessed for forward exchange contracts.
4) Amortization method and period of goodwill
Goodwill is amortized by the straight-line method over a reasonable period not exceeding 20 years.
5) Application of the group tax sharing system
The Company has applied the group tax sharing system.
6) Unit of presentation
Amounts presented herein are rounded down to the nearest million yen.
II.

Notes on Accounting Estimates(Valuation of shares of CARDSERVICE Inc.)(1) Amount recorded on the non-consolidated financial statements for the fiscal year under review
Shares of CARDSERVICE Inc. included in shares of subsidiaries and associates: 2,626 million yen
This information was identified as a disclosure item in view of the risk of a material impact on the nonconsolidated financial statements for the following fiscal year.
(2) Information concerning the details of significant accounting estimates for identified items
These shares of subsidiaries and associates are shares without a market price, and are carried on the nonconsolidated balance sheet at acquisition cost. Where the actual value is deemed to have declined materially
due to a deterioration in financial position, the carrying amount is reduced accordingly and the valuationdifference is treated as a loss in the relevant fiscal year. However, where there is sufficient evidence of therecoverability of the actual value of the shares of the relevant subsidiary or associate based on the futurebusiness plan, the carrying amount is not reduced accordingly at the end of the fiscal year. As the relevant- 62 -

shares were purchased for a substantially higher price than the value of net assets per share, reflecting excess
earnings power, they will be impaired to the actual value if excess earnings power could no longer be
expected.
Although the carrying amount for these shares of subsidiaries and associates is higher than the value of net
assets per share, reflecting excess earnings power, the actual value is not considered to have declined
materially from acquisition cost, and therefore no reduction has been recognized.
Factors such as market growth and estimated sales to major customers, which are key assumptions of thebusiness plans used in accounting estimates, are subject to change due to technological innovation, changing
customer needs, the launch of new products, etc. Therefore, if the conditions or assumptions on which theestimated value is based change, we may reduce the estimated value accordingly, and treat the valuationdifference as a loss in the next fiscal year.

- 63 -

III.

Notes to Non-Consolidated Balance Sheet(1) Accumulated depreciation of plant, property and equipment: 331 million yen(2) Guarantee obligations
The Company has guaranteed borrowings from financial institutions and accounts payable as follows:(Million yen)
Restar Supply Chain Solution Corporation
41,574Vitec Enesta Co., Ltd.
17,151
VITEC ENERGY TAIWAN CO., LTD
9,146
Restar Supply Chain Solution (Hong Kong) Company Limited
1,606
PALTEK Corporation
1,518
Restar Supply Chain Solution (Taiwan) Company Limited
1,247
RESTAR ELECTRONICS TAIWAN CO., LTD.
949
Restar Electronics Corporation
891
RESTAR ELECTRONICS (SHANGHAI) CO., LTD.
880
RESTAR ELECTRONICS HONG KONG CO., LTD.
674
Restar Device Corporation
484
Restar Embedded Solutions Corporation
418
RESTAR ELECTRONICS SINGAPORE PTE. LTD.
292
VITEC WPG LIMITED75
RESTAR ELECTRONICS KOREA CORPORATION
14
Vitec Vegetable Factory Co., Ltd.
0(3) Monetary receivables from and payables to subsidiaries and associates
1) Short-term monetary receivables:
1,675 million yen
2) Short-term monetary payables:
90 million yen(4) Loan commitment agreements
In order to finance working capital efficiently, the Company has entered into a loan commitment agreementwith banks. The balance of undrawn loan commitments under these agreements is as follows:
Total loan commitments
Drawn commitments
Undrawn commitments

75,000 million yen
47,926 million yen
27,073 million yen- 64 -

IV.

Notes to Non-Consolidated Statement of Income(1) Transactions with subsidiaries and associates
1) Operating transactions
Operating revenue:2) Non-operating transactions
Interest income:
Miscellaneous income:Interest expenses:
Provision of allowance for doubtful accounts:(Million yen)
10,869
986
13
440
3,399

(2) Impairment losses
In the fiscal year under review, we have recorded an impairment loss of 133 million yen for the following
assets. As a general rule, goodwill is grouped by business unit, which is in line with the managerial
accounting classifications on which profit and loss are continuously monitored.
Impairment losses(Million yen)
Minato-ku, Tokyo
Other
Goodwill
133
Total
133
The goodwill in the Electronic Equipment Business, which is part of the Electronic Equipment segment,
was recorded in anticipation of excess earnings power expected to arise at the time of the absorption-typemerger with VITEC HOLDINGS CO., LTD. However, as the originally anticipated revenue could no longer
be expected in the fiscal year under review, we reduced the carrying amount to the recoverable amount.
Value in use was evaluated to be zero as future cash flows could not be expected.
Location

Use

Class

(3) System failure response expenses
We have recorded system failure response expenses related to unauthorized access to the servers of theCompany. The main breakdown includes investigation and analysis expenses for external specialists.
V.

Notes to Non-Consolidated Statement of Changes in Net Assets
Number of treasury shares (shares)
Class of shares
Common stock

Number of shares atthe beginning of the
fiscal year underreview

Increase during the
fiscal year underreview

Decrease during the
fiscal year underreview

Number of shares atthe end of the fiscal
year under review

4,568

112

–

4,680

Note: The increase of 112 treasury shares was due to purchases of shares less than one unit.

- 65 -VI.

Tax Effect Accounting(1) Significant components of deferred tax assets and liabilities(Million yen)
Deferred tax assets:
Allowance for doubtful accounts
Adjustments to carrying amount of investments, etc.
Loss on valuation of shares of subsidiaries andassociates
Loss on valuation of investment securities
Provision for loss on business of subsidiaries andassociates
Provision for bonuses
Provision for retirement benefits
Asset retirement obligations
Tax losses carried forward
Other
Subtotal of deferred tax assets
Valuation allowance for tax losses carried forward
Valuation allowance for total deductible temporary
differences, etc.
Total deferred tax assets
Deferred tax liabilities:
Valuation difference on available-for-sale securities
Other
Total deferred tax liabilities
Net deferred tax assets

6,645
2,494
623
123
1,007
29
21
213
704
402
12,266(704)(11,117)
443

(130)
(195)
(325)
118

(2) Accounting treatment of corporate and local income taxes and related tax effect accounting
The Group applies the group tax sharing system, and performs accounting and disclosure treatment ofcorporate and local income taxes and related tax effect accounting in accordance with the “Practical Solution
on the Accounting and Disclosure Under the Group Tax Sharing System” (PITF No. 42, August 12, 2021).

- 66 -

VII. Notes on Related Party Transactions
Subsidiaries(Million yen, unless otherwise stated)
Category

Company nameSharecapital orinvestment
in capital

Descriptionof businessor occupation

Ratio ofvoting rights
holding (held)(%)

Relationship

Nature oftransaction

Lending offunds(Note 1)
Receipt ofinterest(Note 2)

Subsidiary

Restar Electronics
Corporation

310

Sale ofelectronic
components(Holding)
Direct100

Entrustedbusinessmanagement
Interlocking
directorates

Borrowing offunds(Note 1)
Payment ofinterest(Note 2)
Consulting fee
income andoutsourcing
service
income(Note 4)
Lease revenue

Subsidiary

Subsidiary

Subsidiary

Restar Device
Corporation

Restar Embedded
Solutions
Corporation

PALTEK
Corporation

310

350

310

Sale ofelectronic
components

Sale of ICT
products,electronicequipment, etc.

Sale ofsemiconductors(Holding)
Direct100(Holding)
Direct100(Holding)
Direct100

Entrustedbusinessmanagement

Entrustedbusinessmanagement
Interlocking
directorates

Entrustedbusinessmanagement
Interlocking
directorates- 67 -

Lending offunds(Note 1)
Receipt ofinterest(Note 2)
Lending offunds(Note 1)
Receipt ofinterest(Note 2)
Lending offunds(Note 1)
Receipt ofinterest(Note 2)

Transaction
amountAccount

Balanceat end ofperiodShort-term
loans
36,144 receivable fromsubsidiaries andassociates

44,497

Accounts
receivable-trade147

Short-termborrowings
9,677 fromsubsidiaries andassociates

15,487

224

411

–

–

1,398

–

–

197

–

–

Short-term
loans
1,816 receivable fromsubsidiaries andassociates
111–

Short-term
loans
2,666 receivable fromsubsidiaries andassociates
Accounts
3 receivableother
Short-term
loans
20,741 receivable fromsubsidiaries andassociates
Accounts
121 receivableother

2,165

–

2,000

1

11,0006Category

Subsidiary

Subsidiary

Subsidiary

Subsidiary

Company nameRestar Supply
Chain Solution
Corporation

RestarCommunications
Corporation

RESTAR
ELECTRONICS
SINGAPORE
PTE. LTD.

UKC
ELECTRONICS(H.K.) CO., LTD.

Sharecapital orinvestment
in capital

308

400

Descriptionof businessor occupation

Procurement

Sale ofelectronicequipment

SGD
4,300
Sale ofthousand
electronic
USD
components
30,000thousand

USD
Sale of25,262 electronic
thousand components

Ratio ofvoting rights
holding (held)(%)(Holding)
Direct80(Holding)
Direct100(Holding)
Direct100(Holding)
Direct100

Relationship

Entrustedbusinessmanagement
Interlocking
directorates
Entrustedbusinessmanagement

Nature oftransaction

Debt
guarantee(Note 3)

Transaction
amountAccount

41,574–

Lending offunds(Note 1)

2,850

Receipt ofinterest(Note 2)

16

Lending offunds(Note 1)

2,028

Receipt ofinterest(Note 2)140

Entrustedbusinessmanagement

Lending offunds(Note 1)

65

Interlocking
directorates

Provision forallowance for
doubtfulaccounts

Interlocking
directorates

Entrustedbusinessmanagement
Interlocking
directorates- 68 -

Short-term
loans
receivable fromsubsidiaries andassociates
Accounts
receivableother
Short-term
loans
receivable fromsubsidiaries andassociates
Accounts
receivableother
Long-term
loans
receivable fromsubsidiaries andassociates

Allowance for
3,355 doubtful
accounts

Balanceat end ofperiod

–

3,400

1

1,286

7

22,363

21,396

Category

Company nameSharecapital orinvestment
in capital

Descriptionof businessor occupation

Ratio ofvoting rights
holding (held)(%)

Relationship

Nature oftransaction

Lending offunds(Note 1)

Subsidiary

Vitec Enesta Co.,
Ltd.

50

Solar power
generation
business(Holding)
Direct100

Entrustedbusinessmanagement
Interlocking
directorates

Subsidiary

Restar Supply
Chain Solution(Hong Kong)
Company Limited

USD
1,000
Procurement
thousand(Holding)Indirect100

Subsidiary

VITEC ENERGYTAIWAN CO.,
LTD

TWD
300
millionSolar power
generation
business(Holding)Indirect100

Subsidiary

Ota Local EnergyCo., Ltd.

34

Solar power
generation
business(Holding)Indirect100

Entrustedbusinessmanagement

Subsidiary

Vitec Farm Nanao
Co., Ltd.

20

Vegetable factorybusiness(Holding)Indirect23

Entrustedbusinessmanagement

Subsidiary

Vitec Farm
Satsumasendai
Co., Ltd.

20

Vegetable factorybusiness(Holding)Indirect
45

Entrustedbusinessmanagement

Subsidiary

Vitec Farm
Kazuno Co., Ltd.

20

Vegetable factorybusiness(Holding)Indirect
43

Entrustedbusinessmanagement

Subsidiary

Vitec Farm Odate
Co., Ltd.

20

Vegetable factorybusiness(Holding)Indirect
47

Entrustedbusinessmanagement

Subsidiary

Vitec AgripowerCo., Ltd.

2

Vegetable factorybusiness(Holding)Indirect
47

Entrustedbusinessmanagement

Entrustedbusinessmanagement
Entrustedbusinessmanagement
Interlocking
directorates

Repayment offunds(Note 1)

Receipt ofinterest(Note 2)

Transaction
amountAccount

Short-term
loans
10,386 receivable fromsubsidiaries andassociates
Long-termloans
268 receivable fromsubsidiaries andassociates
Current portionof long-term
loans
84
receivable fromsubsidiaries andassociates

Balanceat end ofperiod11,457

2,864

368

Debt
guarantee(Note 3)

17,151––

Debt
guarantee(Note 3)

1,606

–

–

Debt
guarantee(Note 3)

9,146

–

–

–

Provision forloss onbusiness of
subsidiaries
and associates
Provision forloss onbusiness of
subsidiaries
and associates
Provision forloss onbusiness of
subsidiaries
and associates

29

–

107

Provision forloss on businessof subsidiaries
and associates

1,502

4

Provision forloss on businessof subsidiaries
and associates

358

Provision forloss onbusiness of
subsidiaries
and associates

11

Provision forloss on businessof subsidiaries
and associates

983

23

Provision forloss on businessof subsidiaries
and associates

338

16

Provision forloss on businessof subsidiaries
and associates

91

Provision forloss onbusiness of
subsidiaries
and associates
Provision forloss onbusiness of
subsidiaries
and associates

The transaction amounts do not include consumption and other taxes.
Notes: Transaction terms and policy for determining transaction terms
1. The interest rates for lending and borrowing of funds are reasonably determined with reference to market interest
rates. As the transactions for short-term loans and borrowings are performed repetitively, their amounts shown
above are the average balances during the period.
2. The interest rates for receipt and payment of interest are reasonably determined with reference to market interest
rates, and their transaction amounts shown above are the annual cumulative amounts.
3. The debt guarantees have been provided for bank borrowings and other payables. The Company has received
guarantee fees calculated based on the amount guaranteed.
4. The consulting fee income and outsourcing service income are reasonably determined by taking comprehensively
into account, among other factors, the scale of business operations, business performance trends, and expenses
incurred in rendering of services.

- 69 -

VIII. Per Share Information(1)
Net assets per share:(2)
Basic earnings per share:

1,244.28 yen
27.51 yen

IX.

Notes on Revenue Recognition
Information that provides a basis for understanding revenue from contracts with customers Information thatprovides a basis for understanding revenue is as stated in “I. Matters Relating to Significant Accounting
Policies, (4) Standard for revenues and expenses.”X.

Significant Subsequent Events
Based on a resolution at the Board of Directors meeting held on August 29, 2023, the Company carried out anabsorption-type merger with its wholly owned subsidiaries, Restar Electronics Corporation (“REC”), Restar
Communications Corporation (“RCC”), and Vitec Enesta Co., Ltd. (“VET”), in which the Company will be thesurviving company and REC, RCC, and VET will be the dissolving companies, with an effective date of April 1,
2024.
(1) Names of the combined companies and description of their business Name of the combined company: Restar Electronics Corporation
Description of business: Sale of electronic components
 Name of the combined company: Restar Communications Corporation
Description of business: Sale of electronic equipment
 Name of the combined company: Vitec Enesta Co., Ltd.
Description of business: Power generation business(2) Effective date of the merger
April 1, 2024
(3) Legal form of the business combination
Absorption-type merger in which the Company is the surviving company and REC, RCC, and VET are
the dissolving companies.
(4) Name of company after the business combination
Restar Corporation(5) Objective of the business combination
Since the management integration in April 2019, the Restar Group has pursued business based on the
spin-off structure in which the Company is a pure holding company under the vision of “We aim to be“the Electronics Value Platformer” that accommodates all manner of stakeholder needs” with a Groupwide mission that is “We help society evolve by leveraging information and technology to create anddeliver new value and services.” The post-integration merger of businesses has proceeded smoothly, andthere has also been progress in business expansion, including the implementation and realization ofGroup synergies, a key strategy, in various areas. On the other hand, organizational function overlap andhuman resource shortages have also become apparent.
Through this merger, the Group will optimize the allocation of human resources, organizations, and othermanagement resources, transform its earnings structure, speed up decision-making, manage businesses
flexibly, and expand businesses through M&A, with the aim of increasing the Group’s corporate value
over the medium to long term.
(6) Allotment details related to merger
The merger will be conducted with wholly owned subsidiaries, and no new shares will be issued and nomoney, etc. will be delivered.
(7) Financial condition and operating results of the combined companies for the most recent fiscal year
(fiscal year ended March 31, 2024)- 70 -

1) Restar Electronics Corporation(Million yen)
Current assets

90,339Non-current assets

1,780

Total assets

92,119Current liabilities

70,353

Non-current liabilities

393

Total liabilities

70,7472) Restar Communications Corporation(Million yen)
Current assets

9,774

Non-current assets

1,651

Total assets

11,426

Current liabilities

8,168

Non-current liabilities

781

Total liabilities

8,949

3) Vitec Enesta Co., Ltd.
(Million yen)
Current assets

1,915

Non-current assets

24,642

Total assets

26,558Current liabilities

14,120Non-current liabilities

10,269Total liabilities

24,390(8) Overview of accounting procedures
Based on 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), transactions are accounted for astransactions under common control.

- 71 -

Auditor’s Report
Accounting Auditor’s Audit Report on the Consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORT(English Translation)
May 27, 2024
To the Board of Directors
Restar Corporation:
Deloitte Touche Tohmatsu LLC
Tokyo Office
Dedicated Engagement Partner,
Certified Public Accountant:
Konosuke Misawa(Seal)

Dedicated Engagement Partner,
Certified Public Accountant:
Yosuke Naganuma(Seal)

Dedicated Engagement Partner,
Certified Public Accountant:Yuichiro Koga

(Seal)

OpinionPursuant to Article 444, Paragraph 4 of the Companies Act, we have audited the accompanying consolidated financial
statements, which comprise the consolidated balance sheet, the consolidated statement of income, the consolidated statementof changes in shareholders’ equity, and the notes to the consolidated financial statements of Restar Corporation (the“Company”) (former company name: Restar Holdings Corporation) for the fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position and results of operations of the Restar Group, which consists of the Company and its consolidated subsidiaries, forthe period covered by the consolidated financial statements in conformity with accounting principles generally accepted inJapan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under theauditing standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial Statements.” We are
independent of the Company and its consolidated subsidiaries in accordance with the provisions related to professional ethics
in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient andappropriate audit evidence to provide a basis for our audit opinion.
Other Information
The other information comprises the information included in the business report and the supplementary schedules.
Management is responsible for preparation and disclosure of the other information. The Audit and Supervisory Committee is
responsible for overseeing the execution of duties by Directors in development and management of the reporting process ofthe other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordancewith accounting principles generally accepted in Japan, and for designing and operating such internal control as management
determines is necessary to enable the presentation and fair presentation of the consolidated financial statements that are freefrom 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- 72 -

the consolidated financial statements in accordance with the premise of a going concern, and for disclosing matters relating
to going concern when it is required to do so in accordance with accounting principles generally accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designingand operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to express an opinion on the consolidated financial statementsfrom an independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error,
and are deemed material if they can be reasonably expected to, either individually or collectively, influence the decisions ofusers taken on the basis of the consolidated financial statements.
We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, andperform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures
to address the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor.
In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order to design audit
procedures that are appropriate in the circumstances, although the purpose of the audit of the consolidated financial
statements is not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as
the reasonableness of accounting estimates made by management and the adequacy of related notes.
・ Determine whether it is appropriate for management to prepare the consolidated financial statements on the premise of agoing concern and, based on the audit evidence obtained, determine whether there is a significant uncertainty in regard toevents or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If there is asignificant uncertainty concerning the premise of a going concern, the auditor is required to call attention to the notes to theconsolidated financial statements in the audit report, or if the notes to the consolidated financial statements pertaining to thesignificant uncertainty are inappropriate, issue a modified opinion on the consolidated financial statements. While theconclusions of the auditor are based on the audit evidence obtained up to the date of the audit report, depending on future
events or conditions, an entity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the consolidated financial statements are in accordance withaccounting principles generally accepted in Japan, assess the presentation, structure, and content of the consolidated
financial statements including related notes, and whether the consolidated financial statements fairly present the transactions
and accounting events on which they are based.
・ Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its consolidated
subsidiaries in order to express an opinion on the consolidated financial statements. The auditor is responsible for instructing,supervising, and implementing the audit of the consolidated financial statements, and is solely responsible for the audit
opinion.
The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of implementation of the planned
audit, material audit findings including material weaknesses in internal control identified in the course of the audit, and othermatters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related to professional
ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s independence, and any
countermeasures taken to eliminate obstacles or safeguards put in place to reduce obstacles to acceptable levels.
Interest
Our firm and engagement partners have no interests in the Company or its consolidated subsidiaries requiring disclosure under
the provisions of the Certified Public Accountants Act of Japan.

- 73 -

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements

INDEPENDENT AUDITOR’S REPORT(English Translation)
May 27, 2024
To the Board of Directors
Restar Corporation:
Deloitte Touche Tohmatsu LLC
Tokyo Office
Dedicated Engagement Partner,
Certified Public Accountant:
Konosuke Misaka(Seal)

Dedicated Engagement Partner,
Certified Public Accountant:
Yosuke Naganuma(Seal)

Dedicated Engagement Partner,
Certified Public Accountant:Yuichiro Koga

(Seal)

OpinionPursuant to Article 436, Paragraph 2, Item 1 of the Companies Act, we have audited the accompanying financial statements,
which comprise the balance sheet, the statement of income, the statement of changes in shareholders’ equity and the related
notes, and the accompanying supplementary schedules of Restar Corporation (the “Company”) (former company name: Restar
Holdings Corporation) for the 15th fiscal year from April 1, 2023 to March 31, 2024.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present fairly, in allmaterial respects, the financial position of the Company, and the results of its operations for the year then ended in conformity
with accounting principles generally accepted in Japan.
Basis for the Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility under theauditing standards is stated in “Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying
Supplementary Schedules.” We are independent of the Company in accordance with the provisions related to professional
ethics in Japan, and are fulfilling other ethical responsibilities as an auditor. We believe that we have obtained sufficient andappropriate audit evidence to provide a basis for our audit opinion.
Emphasized Matter – Significant Subsequent Events
As stated in Significant Subsequent Events, the Company resolved at its Board of Directors meeting held on May 26, 2023 to
conduct an absorption-type merger with its wholly owned subsidiaries, Restar Electronics Corporation, Restar
Communications Corporation, and Vitec Enesta Co., Ltd., and the merger took place on April 1, 2024.
This matter does not affect our opinion.
Other Information
The other information comprises the information included in the business report and the supplementary schedules.
Management is responsible for preparation and disclosure of the other information. The Audit and Supervisory Committee is
responsible for overseeing the execution of duties by Directors in development and management of the reporting process ofthe other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements and the accompanying supplementary schedules, our responsibility is
to read the other information and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements and the accompanying supplementary schedules or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements and the
Accompanying Supplementary Schedules- 74 -

Management is responsible for the preparation and fair presentation of the financial statements and the accompanying
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for designing andoperating such internal control as management determines is necessary to enable the preparation and fair presentation of thefinancial statements and the accompanying supplementary schedules that are free from material misstatement, whether due tofraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is responsible forassessing whether it is appropriate to prepare the financial statements and the accompanying supplementary schedules inaccordance with the premise of a going concern, and for disclosing matters relating to going concern when it is required to do
so in accordance with accounting principles generally accepted in Japan.
The Audit and Supervisory Committee is responsible for monitoring the execution of Directors’ duties related to designingand operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements and the Accompanying Supplementary Schedules
Our responsibility is to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to express an
opinion on the financial statements and the accompanying supplementary schedules from an independent standpoint in anaudit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemed material if they can bereasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of the financial
statements and the accompanying supplementary schedules.
We make professional judgment in the audit process in accordance with auditing standards generally accepted in Japan, andperform the following while maintaining professional skepticism.
・ Identify and assess the risks of material misstatement, whether due to fraud or error. Design and implement audit procedures
to address the risks of material misstatement. The audit procedures shall be selected and applied as determined by the auditor.
In addition, sufficient and appropriate audit evidence shall be obtained to provide a basis for the audit opinion.
・ In making those risk assessments, the auditor considers internal control relevant to the entity’s audit in order to design audit
procedures that are appropriate in the circumstances, although the purpose of the audit of the financial statements and theaccompanying supplementary schedules is not to express an opinion on the effectiveness of the entity’s internal control.
・ Assess the appropriateness of accounting policies adopted by management and the method of their application, as well as
the reasonableness of accounting estimates made by management and the adequacy of related notes.
・ Determine whether it is appropriate for management to prepare the financial statements and the accompanying
supplementary schedules on the premise of a going concern and, based on the audit evidence obtained, determine whether
there is a significant uncertainty in regard to events or conditions that may cast significant doubt on the entity’s ability tocontinue as a going concern. If there is a significant uncertainty concerning the premise of a going concern, the auditor isrequired to call attention to the notes to the financial statements and the accompanying supplementary schedules in the audit
report, or if the notes to the financial statements and the accompanying supplementary schedules pertaining to the significant
uncertainty are inappropriate, issue a modified opinion on the financial statements and the accompanying supplementaryschedules. While the conclusions of the auditor are based on the audit evidence obtained up to the date of the audit report,
depending on future events or conditions, an entity may be unable to continue as a going concern.
・ Besides assessing whether the presentation of and notes to the financial statements and the accompanying supplementaryschedules are in accordance with accounting principles generally accepted in Japan, assess the presentation, structure, andcontent of the financial statements and the accompanying supplementary schedules including related notes, and whether thefinancial statements and the accompanying supplementary schedules fairly present the transactions and accounting eventson which they are based.
The auditor reports to the Audit and Supervisory Committee regarding the scope and timing of implementation of theplanned audit, material audit findings including material weaknesses in internal control identified in the course of the audit,
and other matters required under the auditing standards.
The auditor reports to the Audit and Supervisory Committee regarding the observance of provisions related to professional
ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s independence, and any
countermeasures taken to eliminate obstacles or safeguards put in place to reduce obstacles to acceptable levels.
Interest
Our firm and engagement partners have no interests in the Company requiring disclosure under the provisions of the Certified
Public Accountants Act of Japan.

- 75 -

Audit and Supervisory Committee’s Audit Report

Audit Report(English Translation)
The Audit and Supervisory Committee audited the performance of duties by the Directors for the 15th fiscal year from April
1, 2023 to March 31, 2024, and hereby submits the method and results of the audit.
1. Method and Contents of Audit
Regarding the content of resolutions taken by the Board of Directors on matters listed in Article 399-13, Paragraph 1, Items
1b and 1c of the Companies Act and the systems (internal control system) that have been established based on thoseresolutions, the Audit and Supervisory Committee received regular progress reports from Directors and employees on theestablishment and operation of the system, asked for explanations when necessary, expressed opinions and conducted its
audit using the methods described below.
i. In accordance with the Audit and Supervisory Committee’s auditing standards established by the Audit and Supervisory
Committee, and in accordance with the audit policies, audit plans, and assignment of duties, etc., each Audit andSupervisory Committee member endeavored to cooperate with the Company’s internal control division, attend important
meetings, received reports on the performance of duties from Directors and other employees and requested explanations
as necessary, examined important approval/decision, and inspected the corporate affairs and assets at the Company’s head
office and principal places of business. With respect to subsidiaries, each Audit and Supervisory Committee member
endeavored to communicate and exchange information with the Directors and Audit and Supervisory Committee membersof subsidiary companies, and received business reports from the subsidiaries when necessary.
ii. The Audit and Supervisory Committee monitored and verified whether the accounting auditor maintained its independence
and properly conducted its audit, received a report from the accounting auditor on the status of its performance of duties,
and requested explanations, as necessary. In addition, the Audit and Supervisory Committee was notified by the accounting
auditor that it had established a “system to ensure that the performance of the duties of the accounting auditor was properly
conducted” (the matters listed in the items of Article 131 of the Ordinance on Accounting of Companies) in accordancewith the “Quality Control Standards for Audits” (Business Accounting Council, November 16, 2021), etc. and requested
explanations, as necessary.
Based on the above-described methods, the Audit and Supervisory Committee examined the business report andsupplementary schedules and financial statements (balance sheet, statement of income, statement of changes in shareholders’equity, and the notes to the financial statements) and the supplementary schedules as well as the consolidated financial
statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in shareholders’equity, and the notes to the consolidated financial statements) for the fiscal year under review.
2.

Results of Audit(1) Results of Audit of Business Report, etc.
i. We acknowledge that the business report and the supplementary schedules fairly present the status of the Company
in conformity with the applicable laws, regulations, and the Articles of Incorporation.
ii. We acknowledge that no misconduct or material fact constituting a violation of laws, regulations, or the Articles ofIncorporation was found with respect to the Directors’ performance of their duties.
iii. We acknowledge that the Board of Directors’ resolutions with respect to the internal control systems areappropriate. We did not find any matter in the business report or the Directors’ performance of their duties
concerning the internal control systems that require mentioning.
(2)
Results of Audit of Non-Consolidated Financial Statements and Supplementary Schedules
We acknowledge that the methods and results of audits performed by the accounting auditor, Deloitte Touche
Tohmatsu LLC, are appropriate.
(3)
Results of Audit of Consolidated Financial Statements
We acknowledge that the methods and results of audits performed by the accounting auditor, Deloitte Touche
Tohmatsu LLC, are appropriate.
May 28, 2024

Audit and Supervisory Committee, Restar Corporation
Full-Time Audit and Supervisory Committee Member
Tatsuichi Naruse(Seal)
Full-Time Audit and Supervisory Committee Member
Toshiyuki Suzuki(Seal)
Audit and Supervisory Committee Member
Seno Tezuka(Seal)
Audit and Supervisory Committee Member
Kiyoshi Togawa(Seal)
Audit and Supervisory Committee Member
Reiko Date
(Seal)- 76 -

Audit and Supervisory Committee Member
Note:

Sachiko Kasano(Seal)

Audit and Supervisory Committee members Mr. Seno Tezuka, Mr. Kiyoshi Togawa, Ms. Reiko Date and Ms.
Sachiko Kasano are Outside Directors as stipulated in Article 2, Item 15 and Article 331, Paragraph 6 of theCompanies Act.

- 77 -