Annual Securities Report(Report pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act)The 76th Fiscal Year
(From April 1, 2023 to March 31, 2024)

Marudai Food Co., Ltd.
E00458-1-

1. This is an English translation of the Annual Securities Report (“Yukashoken
Hokokusho”) pursuant to Article 24, Paragraph 1 of the Financial Instruments andExchange Act filed via the Electronic Disclosure for Investors’ Network (“EDINET”)
system as set forth in Article 27-30-2 of the same Act. The translation includes a tableof contents and pagination that are not included in the electronic filing.
2. Appended to the back of this document are the independent auditors’ report that was
attached to the Annual Securities Report when it was filed in the aforementioned manner,and the confirmation letter and the internal control report that were filed at the same timeas the Annual Securities Report.

-2-

Contents

Page

Annual Securities Report for the 76th Fiscal Year
Cover Page ......................................................................................................................................................... 4
Part I Company Information .............................................................................................................................. 5
I. Overview of Company................................................................................................................................ 5
1. Key financial data .............................................................................................................................. 5
2. History ............................................................................................................................................... 7
3. Description of business ...................................................................................................................... 8
4. Subsidiaries and other affiliated entities ...........................................................................................10
5. Employees .........................................................................................................................................12
II. Overview of Business ...............................................................................................................................14
1. Management policy, business environment, issues to address ..........................................................14
2. Policy and initiatives regarding sustainability ..................................................................................17
3. Business risks ....................................................................................................................................22
4. Management analysis of financial position, operating results and cash flows ..................................25
5. Material contracts, etc. ......................................................................................................................31
6. Research and development activities ................................................................................................32
III. Information about Facilities ....................................................................................................................33
1. Overview of capital expenditures......................................................................................................33
2. Major facilities ..................................................................................................................................33
3. Planned addition, retirement, and other changes of facilities ............................................................34
IV. Information about Reporting Company ...................................................................................................35
1. Company’s shares, etc.......................................................................................................................35
2. Acquisition and disposal of treasury shares ......................................................................................38
3. Dividend policy.................................................................................................................................39
4. Corporate governance .......................................................................................................................40
V. Financial Information ...............................................................................................................................62
1. Consolidated Financial Statements, etc. ............................................................................................63
2. Non-consolidated Financial Statements, etc. ..................................................................................101
VI. Outline of Share-Related Administration of Reporting Company ........................................................ 116
VII. Reference Information of Reporting Company ................................................................................... 117
Part II Information about Reporting Company’s Guarantor, etc. .................................................................... 118

Independent Auditors’ Report
Confirmation Letter
Internal Control Report-3-

[Cover Page][Document Title]

Annual Securities Report[Clause of Stipulation]

Article 24, Paragraph 1 of the Financial Instruments and Exchange Act[Place of Filing]

Director-General, Kanto Local Finance Bureau[Filing Date]

June 28, 2024

[Fiscal Year]The 76th fiscal year (from April 1, 2023 to March 31, 2024)[Company Name]

Marudai Shokuhin Kabushiki Kaisha[Company Name in English]

Marudai Food Co., Ltd.

[Title and Name of Representative]

Yuji Sato, President and Representative Director[Address of Registered Head Office]21-3 Midori-cho, Takatsuki-shi, Osaka[Telephone Number]

072-661-2518[Name of Contact Person]

Yoshifumi Morimoto, Senior Executive Officer, General Manager of
Accounting Dept.

[Nearest Place of Contact]

21-3 Midori-cho, Takatsuki-shi, Osaka[Telephone Number]

072-661-2518[Name of Contact Person]

Yoshifumi Morimoto, Senior Executive Officer, General Manager of
Accounting Dept.

[Place for Public Inspection]

Tokyo Branch of Marudai Food Co., Ltd.
(4-7-5 Tsukiji, Chuo-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)-4-

Part I Company Information
I. Overview of Company
1. Key financial data
(1) Key financial data of group
Fiscal period

72nd fiscal year 73rd fiscal year 74th fiscal year 75th fiscal year 76th fiscal year

Period of accountNet sales
Ordinary profit (loss)
Profit (loss) attributable toowners of parent
Comprehensive income
Net assets
Total assets(Millions ofyen)(Millions ofyen)(Millions ofyen)(Millions ofyen)(Millions ofyen)(Millions ofyen)March 2020

March 2021

March 2022

March 2023

March 2024

245,820

223,000

218,610

221,979

228,808

3,118

180

(380)

(897)

3,639

1,653

412

(376)

(4,987)(9,414)

(122)

3,555

(1,126)(5,438)(5,480)75,05677,75075,48969,01462,751

131,854

131,342

128,903

126,261

121,819

Net assets per share(Yen)

2,930.66

3,036.59

2,969.87

2,731.03

2,494.90

Profit (loss) per share

(Yen)

65.04

16.23

(14.88)(198.77)(377.73)

Diluted profit per share

(Yen)

–

–

–

–

–

Equity ratio

(%)

56.5

58.7

58.1

54.1

50.9

Return on equity

(%)

2.2

0.5

(0.5)

(7.0)

(14.4)(Times)

30.1

105.2

–

–

–

Net cash provided by (usedin) operating activities(Millions of
yen)

8,608

7,673

7,030

2,906

10,014

Net cash provided by (usedin) investing activities(Millions ofyen)(8,271)(5,388)(5,688)(4,516)(4,882)

Net cash provided by (usedin) financing activities(Millions of
yen)

(219)

(2,053)(1,826)534(2,380)Cash and cash equivalents at (Millions of
end of period
yen)

8,244

8,476

7,990

6,916

9,668

Number of employees

1,938

2,107

2,066

1,967

1,931

Price earnings ratio[Average number of part-time[3,225][3,177][3,138][3,027][2,959]employees not included in
the above numbers](Notes) 1. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,2020) from the beginning of the 74th fiscal year. Accordingly, key financial data for the 73rd fiscal year are stated as
figures to which the above accounting standard has been retrospectively applied.
2. We have changed the method of recording distribution expenses since the 74th fiscal year. Accordingly, key financial data
for the 73rd fiscal year are stated as figures to which the new method has been retrospectively applied.
3. Diluted profit per share is not stated because there is no dilutive security.
4. Price earnings ratios for the 74th, 75th, and 76th fiscal years are not stated because we recorded losses attributable toowners of parent.

-5-(2) Key financial data of reporting company
Fiscal period

72nd fiscal year 73rd fiscal year 74th fiscal year 75th fiscal year 76th fiscal year

Period of accountNet sales
Ordinary profit (loss)
Profit (loss)
Share capital
Total number of issued shares
Net assets
Total assets(Millions ofyen)(Millions ofyen)(Millions ofyen)(Millions ofyen)(Shares)(Millions ofyen)(Millions ofyen)March 2020

March 2021

March 2022

March 2023

March 2024

165,846

151,801

139,319

135,000

135,632

1,443

864

26

(2,042)

(247)

1,166

579

204

(4,119)(12,217)

6,716

6,716

6,716

6,716

6,716

26,505,581

26,505,581

26,505,581

26,505,581

26,505,581

65,59967,461

65,61960,36050,497104,365

105,149

103,108

101,023

90,601

Net assets per share(Yen)

2,580.18

2,655.69

2,604.31

2,412.42

2,031.67

Dividends per share

(Yen)

35.00

30.00

30.00

20.00

20.00

(–)

(–)

(–)

(–)

(–)

(Of the above, interim
dividends per share)
Profit (loss) per share

(Yen)

45.88

22.79

8.11

(164.15)(490.22)

Diluted profit per share

(Yen)

–

–

–

–

–

Equity ratio

(%)

62.9

64.2

63.6

59.7

55.7

Return on equity

(%)

1.8

0.9

0.3

(6.5)

(22.0)(Times)

42.6

75.1

182.6

–

–

(%)

76.3

131.2

369.9

–

–

Number of employees

915

875

784

689

670

[Average number of part-time
employees not included in theabove numbers]

[795]

[767]

[778]

[718]

[647]

Price earnings ratio
Dividend payout ratio

Total shareholder return

(%)

105.8

94.7

83.8

83.4

93.9

(Comparison index: TOPIX
total return index)(%)(90.5)(128.6)(131.2)(138.8)(196.2)Highest share price

(Yen)

2,474

2,130

1,836

1,608

1,751

Lowest share price

(Yen)

1,495

1,625

1,409

1,376

1,446

(Notes) 1. The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,2020) from the beginning of the 74th fiscal year. Accordingly, key financial data for the 73rd fiscal year are stated as
figures to which the above accounting standard has been retrospectively applied.
2. We have changed the method of recording distribution expenses since the 74th fiscal year. Accordingly, key financial data
for the 73rd fiscal year are stated as figures to which the new method has been retrospectively applied.
3. Diluted profit per share is not stated because there is no dilutive security.
4. Price earnings ratios and dividend payout ratios for the 75th and 76th fiscal years are not stated because we recorded loss.
5. The highest and lowest share prices on and before April 3, 2022 refer to those at the First Section of the Tokyo Stock
Exchange, and the highest and lowest on and after April 4, 2022 refer to those at the Prime Market of the same Exchange.

-6-2. History
Since the Company conducted a merger to change its par value, its founding date has been officially registered as February 8,1950, which is the founding date of former Marudai Food Shoji K.K. Meanwhile, the founding date of the de facto existing company,
former Marudai Food Co., Ltd., is June 10, 1958.
Month/Year
October 1954
June 1958

Overview
The late Mr. Toshiyuki Komori founded a company engaging in manufacturing and sale of fish ham andsausages in Fukushima-ku, Osaka-shi, and named it the Marudai Food Factory.
Moved the factory to Oyodo-ku, Osaka-shi and incorporated it under the trade name of Marudai Food Co.,Ltd.

September 1961

Began manufacturing and selling meat ham and sausages.

January 1963

Merged by Marudai Food Shoji K.K. to change the par value from 500 yen to 50 yen.

February 1963

Renamed Marudai Food Co., Ltd. after the merger.

April 1963

Established the Tokyo Branch Office in Chuo-ku, Tokyo.

June 1963

Listed in the Second Section of the Osaka Securities Exchange.

June 1964

Established the Takatsuki Plant in Takatsuki-shi, Osaka.

May 1965

Moved the head office from Oyodo-ku, Osaka-shi to Takatsuki-shi, Osaka.

September 1968

Listed in the Second Section of the Tokyo Stock Exchange.

October 1969

Established the Kanto Plant in Ishibashi-machi (present Shimotsuke-shi), Tochigi Prefecture.

October 1970

Established the Karatsu Plant in Karatsu-shi, Saga Prefecture.

November 1971

Established the Niigata Plant in Ogata-machi (present Joetsu-shi), Niigata Prefecture.

September 1972

Designated to be listed in the First Sections of the Tokyo Stock Exchange and the Osaka Securities Exchange.

November 1976

Established the Hiroshima Plant in Miyoshi-shi, Hiroshima Prefecture.

March 1978

Moved the Tokyo Branch Office to Minato-ku, Tokyo.

September 1978

Established the Second Matsusaka Plant (present Matsusaka Plant) in Matsusaka-shi, Mie Prefecture.

November 1978

Listed on the Frankfurt Stock Exchange (delisted in March 2024).

October 1981

Established the Iwate Plant in Ishidoriya-cho (present Hanamaki-shi), Iwate Prefecture.

June 1989

Established the Shizuoka Plant in Kakegawa-shi, Shizuoka Prefecture.

April 1994

Established the Yokosuka Plant in Yokosuka-shi, Kanagawa Prefecture.

March 2004

Moved the Tokyo Branch Office to Chuo-ku, Tokyo.

April 2009

Marudai Meat Kanto Co., Ltd., one of the Company’s subsidiaries, merged Marudai Meat Kansai Co., Ltd.
and four other companies to be incorporated as Marudai Meat Co., Ltd., which is now one of the Company’s
consolidated subsidiaries.
Marudaifood West Japan Co., Ltd., one of the Company’s subsidiaries, merged Marudaifood East Japan Co.,
Ltd. and Marudaifood Tokai Co., Ltd. to be incorporated as Marudaifood Co., Ltd., which is now one of theCompany’s consolidated subsidiaries.
Acquired Marushin Foods Co., Ltd., headquartered in Chuo-ku, Tokyo, which is now one of the Company’s
consolidated subsidiaries.
Acquired Toraku Foods Co., Ltd., headquartered in Kobe-shi, Hyogo Prefecture, which is now one of theCompany’s consolidated subsidiaries.

October 2009

October 2011
July 2020
April 2022

Transitioned from the First Section of the Tokyo Stock Exchange to the Prime Market of the same Exchange.

-7-

3. Description of business
The Group, comprising Marudai Food Co., Ltd. (the Company) and its 24 consolidated subsidiaries and one associated company,
mainly engages in the Processed Food Products operations and the Meat Products operations. In connection with these operations, italso offers insurance agency services and other services.
The below explains how the Company is linked with its consolidated subsidiaries and associated company. The following
categories are consistent with the business segments.
Processed Food Products operations
Manufacture and sell ham, sausages, and precooked and processed food products at the Company as well as at Toda Foods Co.,
Ltd., Azumino Food Co., Ltd., and Toraku Foods Co., Ltd., among others.
Meat Products operations
Process and sell meat (beef, pork, chicken, etc.) at the Company as well as at Marudai Meat Co., Ltd., Marudaifood Co., Ltd., andMeat Supply Co., Ltd., among others.
Other
Marudai Service Co., Ltd. offers insurance agency services and other services.

-8-

The diagram below illustrates the businesses of the Group.

-9-4. Subsidiaries and other affiliated entities
As of March 31, 2024

Company name

Address

Share capitalor investments
in capital(Millions ofyen)

Relationship
Description ofprincipal business

Ratio of Number ofvotingconcurrent
LoansrightsDirectors/S (Millions ofholding (%) tatutoryyen)
Auditors

Operationaltransactions

Lease offacilities(Consolidated subsidiaries)
Hokkaido Marudai Food
Co., Ltd.
Tohoku Marudai Food Co.,Ltd.
Shin-etsu Marudai Food
Co., Ltd.
Chubu Marudai Food Co.,Ltd.
Chu-Shikoku Marudai Food
Co., Ltd.
Kyushu Marudai Food Co.,Ltd.

Iwamizawa-shi,
Hokkaido
Hanamaki-shi, Iwate
Prefecture
Joetsu-shi, Niigata
Prefecture
Matsusaka-shi, Mie
Prefecture
Miyoshi-shi,
Hiroshima Prefecture
Karatsu-shi, Saga
Prefecture

Toda Foods Co., Ltd. (Note5)

Toda-shi, Saitama
Prefecture

349

Azumino Food Co., Ltd.

Matsumoto-shi,
Nagano Prefecture

Toraku Foods Co., Ltd.

10

Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations

100.0

–

–

100.0

–

–

100.0

–

–

100.0

–

–

100.0

–

–

100.0

–

–

Processed Food
Products operations

100.0

–

1,773

495

Processed Food
Products operations

100.0

–

900

Higashinada-ku,
Kobe-shi, Hyogo
Prefecture

90

Processed Food
Products operations

100.0

–

–

Marushin Foods Co., Ltd.

Moka-shi, Tochigi
Prefecture

100

Processed Food
Products operations

100.0

–

–

Pioneer Foods Co., Ltd.
(Note 4)

Kyogoku-cho, Abutagun, Hokkaido

360

Processed Food
Products operations

63.1

1

–

Umeya Co., Ltd.

Tanabe-shi,
Wakayama
Prefecture

37

Processed Food
Products operations

92.7

–

–

Yahata Food Co., Ltd. (Note Kan-onji-shi,
4)
Kagawa Prefecture

50

Processed Food
Products operations

100.0

–

310

Hornmeier Co., Ltd.

Takatsuki-Shi, Osaka

340

100.0

–

771

Marudaifood Co., Ltd.

Nishinari-ku, Osakashi

100.0

–

Marudaifood Supply Co.,Ltd.

Koto-ku, Tokyo

100.0

–

Marudai Meat Co., Ltd.
(Notes 2 and 5)

Ota-ku, Tokyo

30

Meat Products
operations

100.0

1

Meat Supply Co., Ltd.

Takatsuki-Shi, Osaka

30

Meat Products
operations

100.0

–

Marbest Trading Co., Ltd.
(Note 2)

Takatsuki-Shi, Osaka

20

Meat Products
operations

100.0

1

Marudai Service Co., Ltd.

Takatsuki-Shi, Osaka

95 Other

100.0

1

20.0

–

10
10
10
10
10

Processed Food
Products operations
Processed Food
Products operations
80
Meat Products
operations
Processed Food
Products operations
90
Meat Products
operations

–

120

–
792
–

217

Contract
manufacturing
Contract
manufacturing
Contract
manufacturing
Contract
manufacturing
Contract
manufacturing
Contract
manufacturing
Purchasing
processed foods,
among otheroperations
Purchasing
processed foods,
among otheroperations
Purchasing
processed foods,
among otheroperations
Purchasing
processed foods,
among otheroperations
Purchasing
processed foods,
among otheroperations
Purchasing
processed foods,
among otheroperations
Purchasing
processed foods,
among otheroperations
Contracting sale ofprocessed foods
Selling processed
foods and meatproducts, among
other operations
Selling processed
foods and meatproducts, among
other operations
Selling meatproducts, among
other operations
Supplying raw
materials, among
other operations
Purchasing meat,among otheroperations
Offering insurance
agency services,among otherservices

No
No
No
No
No
No

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes
Yes
Yes

Yes

And four other companies(Associate accounted forusing equity method)
Betagro MF Deli Co., Ltd.

Lop Buri, theKingdom of Thailand

thousand
Processed Foodbaht
Products operations
330,000–

Purchasing
processed foods

No(Notes) 1. Names of the operations in “Description of principal business” are the same as those stated in the segment information.
2. These companies with (Note 2) fall under the category of specified subsidiaries.
3. None of the above companies have filed Securities Registration Statements or Annual Securities Reports.
4. The Company guarantees the loans to these companies with (Note 4).

-10-

5. Net sales of Marudai Meat Co., Ltd. and Toda Foods Co., Ltd. (excluding inter-segment net sales among consolidated
subsidiaries) accounted for more than 10% of consolidated net sales.
Marudai Meat Co.,
Toda Foods Co., Ltd.
Ltd.
Key profit/loss information:(1) Net sales
39,188 million yen
23,647 million yen(2) Ordinary profit

253 million yen(3) Profit

916 million yen

174 million yen

697 million yen(4) Net assets

1,116 million yen

3,137 million yen(5) Total assets

5,318 million yen

9,681 million yen-11-5. Employees(1) Information about group
As of March 31, 2024
Name of business segment

Number of employees

1,410(2,565)424
Meat Products operations
(349)
18
Other
(23)
79
Company-wide (shared)
(22)
1,931
Total
(2,959)(Notes) 1. The number of employees refers to that of full-time employees, excluding those transferred to companies outside theGroup.
2. The average number of temporary employees during the current fiscal year is shown in parentheses “( )” in “Number of
employees.”
Processed Food Products operations(2) Information about Reporting Company
Number of employees

Average age (Years old)

670
(647)

Average length of service(Years)43.1

As of March 31, 2024
Average annual salary(Thousands of yen)

19.9

Name of business segment

5,861

Number of employees

581
(618)
10
Meat Products operations
(7)
–
Other
(–)
79
Company-wide (shared)
(22)
670
Total
(647)
(Notes) 1. The number of employees refers to that of full-time employees, excluding those transferred from the Company to othercompanies, but including those transferred to the Company from other companies.
2. Average annual salary includes bonuses and non-standard wages.
3. The average number of temporary employees during the current fiscal year is shown in parentheses “( )” in “Number of
employees.”
Processed Food Products operations(3) Status of labor union
At the Company, a labor union called the Federation of Marudai Food Group Labor Unions has been organized and belongs
to UA Zensen. At some of the Company’s consolidated subsidiaries, other labor unions have also been organized individually.
The relationship between management and labor unions is stable, without any special issues to mention.
(4) Percentages of female managers among all managers and male workers taking childcare leave, and salary difference between
men and women
1) Reporting company
Current fiscal year
Percentage of female managers Percentage of male workers
among all managers (%) (Note taking childcare leave (%)1)(Note 2)
5.1

Salary difference between men and women (%)(Notes 1 and 4)
Part-timers and
All workers
Full-time employees
temporary workers

40.0

50.1

72.5

93.2

(Notes) 1. The figure above is calculated based on the provisions of “Act on the Promotion of Women's Active Engagement inProfessional Life” (Act No. 64 of 2015).
2. In accordance with “Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring
for Children or Other Family Members” (Act No. 76 of 1991), we calculated the percentage of male workers taking thechildcare leave, etc. stipulated in Article 71-4, Item 1 of “Ordinance for Enforcement of the Act on Childcare Leave,
Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members”(Ordinance of the Ministry of Labor No. 25 of 1991).
3. All the figures above include employees transferred to consolidated subsidiaries.

-12-4. Regarding “Salary difference between men and women,” we have no personnel or salary systems that differentiate
between men and women. The salary difference above is mainly attributable to the fact that most of our female workers
are part-timers, whose work time is shorter.
2) Consolidated subsidiaries
Current fiscal year
Salary difference between men and women (%)(Notes 1 and 4)

Percentage of female
managers among all
managers (%)(Note 1)

Percentage of maleworkers taking
childcare leave (%)(Note 2)Toda Foods Co., Ltd.

6.5

0.0

74.8

79.2

95.8

Meat Supply Co., Ltd.

0.0

100.0

77.3

85.0

89.3

Marudaifood Co., Ltd.

0.0

0.0

44.0

77.7

104.9

Company nameAll workers

Full-time
employees

Part-timers andtemporaryworkers(Notes) 1. The figure above is calculated based on the provisions of “Act on the Promotion of Women's Active Engagement inProfessional Life” (Act No. 64 of 2015).
2. In accordance with “Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring
for Children or Other Family Members” (Act No. 76 of 1991), we calculated the percentage of male workers taking thechildcare leave, etc. stipulated in Article 71-4, Item 1 of “Ordinance for Enforcement of the Act on Childcare Leave,
Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members”(Ordinance of the Ministry of Labor No. 25 of 1991).
3. As we have already included employees transferred from the Company to consolidated subsidiaries in the figures for 1)
Reporting company, the figures above exclude them.
4. Regarding “Salary difference between men and women,” we have no personnel or salary systems that differentiate
between men and women. The salary difference above is mainly attributable to the fact that most of our female workers
are part-timers, whose work time is shorter.

-13-

II. Overview of Business
1. Management policy, business environment, issues to address
The forward-looking statements included in the following description are based on our judgment as of March 31, 2024.
(1) Basic management policy
1) Business Creed:

Dedication delivers"Dedication delivers（至誠通天）” -What does this mean?
In the course of life, bad things can happen suddenly, without warning, but good outcomes don't
just suddenly appear. If we keep moving forward with determination, even if we run headlong
into obstacles every day, our dedicated efforts are sure to pay off and we will achieve positive
outcomes.
(Written by Toshiyuki Komori, founding president of Marudai Food, in "Preface to
Dedication")
By putting utmost dedication into our daily activities and always trying to do our best,
2) Management Philosophy:
we will contribute to society.
3) Management Policy / Our Ideal Dedicated to the pursuit of delicious flavor and health, the Marudai Food Group
Future:contributes to its customers' positive eating habits by providing safe, secure foods.
4) Slogan:5) Values:“Transformation”• We will create delicious flavor to delight our customers• We will create rewarding work environments, with scope for dreams• We will create new value in response to the changing times6) Guidelines for Conduct:

Toward customers:

We pursue the creation of better products, safely and securely
We contribute to a healthy, happy diet for our customers

Toward shareholders:
Toward employees:

We work to increase our corporate value, strengthen ourmanagement base, and expand our businessWe create workplaces where employees can achieve personal
growth through daily activities
We seek the well-being of our employees and their families

Toward society:We meet our social responsibi1ities by contributing to local
communities and protecting the environment(2) Operational and financial issues we must address as soon as possible
Against the backdrop of rising raw material prices and energy costs triggered by global instability, the management
environment for the Group is expected to remain uncertain mainly because of: concerns over a decline in consumer confidence
due to rising prices; labor shortages due to factors such as aging society and a declining domestic population; shortages oftransportation capacity; and changes in market structure due to diversified consumer values.
At the same time, companies are required to play increasingly important roles and bear heavier responsibilities than before in
taking measures for environmental and social issues including food waste, improving working conditions, and advocating
sustainable procurement, among others, as well as responding to the growing social interest in the food safety and health.
To flexibly respond to these changes in the management environment, the Marudai Food Group announced a 3-year mediumterm rolling plan starting in April 2024, a numerical plan which we review every year in principle. By implementing this plan,we aim to be a company whose own value is thoroughly recognized in society. The plan has five basic policies: creation of new
customer value, reform in earnings structure, expansion of business domains, development of human resources, and contribution
to a sustainable society. Based on these, we will strive to grow sustainably and enhance our corporate value.

-14-(3) Medium-term management strategy (the revised 3-Year Medium-Term Management Plan)
The revised 3-Year Medium-Term Management Plan starting on April 1, 2024 through March 31, 2027 stipulates its basic
policy as follows:
1) Creation of new customer value- Strengthen product development (adopt more consumer perspectives and leverage external knowledge)- Promote research and development of new technology (improve the technology for long-term storage and the quality of
substitute food)- Bolster brand appeal so that the brand will be more trusted and loved by consumers
2) Reform in earnings structure- Promote the restructuring announced in March 2023
- Improve profitability on the non-consolidated basis and review unprofitable items- Improve productivity and reduce costs (optimize raw material procurement)- Optimize the supply chain (standardize procurement, logistics and sales by promoting the Group-wide management)
3) Expansion of business domains- Leverage the Company's strengths (direct sales channel and the Group-wide collaboration)- Strengthen sales of commercial-use products- Create new businesses and categories
4) Development of human resources- Support career development through skill development- Take measures for a labor shortage (diversify recruiting channels and reform our personnel system)- Adapt ourselves to diversified work styles
5) Contribution to a sustainable society- Promote sustainability strategies (take measures for climate change, contribute to a recycling society, reduce food waste)- Execute social responsibilities (provide safe and reliable products and contribute to community activities)- Contribute to the realization of healthy and fulfilling lives (dietary education activities, support for sports, environmental
activities)(4) Strategy by operation
1) Processed Food Products operations
A. The Ham & Sausage Products department(Theme) Improve profitability(A) Secure profits in main categories- Concentrate sales promotion efforts and product measures on our core products- Refine existing products (long-selling products)- Strengthen our activity as an official supporter of the Team Japan for the Olympic Games Paris 2024
(B) Promote marketing activities- Reflect consumer demand when planning products- Strengthen communication capabilities using social media (two-way communication and collaboration with ecommerce sites)(C) Strengthen competitiveness through promotion of technological development and reduction of manufacturing costs
B. The Precooked & Processed Foods department(Theme) Increase sales- Bolster sales of retort products (curries and soups)- Improve profitability and strengthen product appeal by reorganizing the production of snack products- Meat substitutes made from vegetables: Develop commercial-use products and participate in collaborations with othercompanies- Make an improvement in profitability by improving profitability of unprofitable products, and reviewing production
processes- Make a product planning proposal that fits consumer needs (long-life products, frozen foods, and processed foodproducts)
2) Meat Products operations(Theme) Expand business domains- Increase the handling of imported brand beef
- Develop primary processed products and strengthen sales to the restaurant industry- Expand the sales territory and channels covered by the companies selling meat
- Increase production bases of meat processing companies and strengthen ready-to-eat foods(5) Strategy by function1) Development of human resources- Support career development through skill development- Take measures for a labor shortage (promote diversity and diversify recruiting channels)- Adapt ourselves to diversified work styles (reform the personnel system to help enhance opportunities for women andimprove engagement)
2) Promotion of digitalization- Promote an increase in operational efficiency and a reduction in costs by making full use of digital tools
3) Improvement of logistics operations-15-

- Take measures for the 2024 issue, or truck driver shortages that are expected to worsen further as overtime restrictions
come into effect in 2024
- Centralize logistics administration and improve logistics efficiency across the Group4) Promotion of sustainability- Continue SDGs initiatives, social contribution activities, and environmental activities- Take measures for the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, reduce greenhousegas emissions, contribute to a recycling society, and address food waste(6) Initiatives for sustainability1) Development of human resources
A. Measures for improved business results- Develop junior employees (pick out young and mid-grade employees for key posts)- Develop the personnel who could be candidates for leading positions in the next generation (through training courses
for those selected as potential candidates for management and executive positions)- Strengthen the management of personnel training programs with a focus on diverse values and specialties (design asystem for specialist jobs with dual-ladder career paths considered)
B. Measures for advancement and growth of human resources- Reform the personnel system to help improve engagement (Review evaluation metrics and establish a salary system thatwill gradually leave from the seniority system)- Promote diversity and launch an initiative to enhance opportunities for women
C. Strengthened health management- Improve the workplace environment through the use of stress check results, etc.
- Address an issue of an aging population
Research and development of plasmalogen, a material that can support the brain function2) Contribution to a sustainable society
A. Strengthening of our corporate governance system- Establish committees to enhance objectivity and transparency concerning corporate management
The Compliance Committee (chaired by an Independent Outside Director), the Nomination and Remuneration
Committee (with a majority of Independent Outside Directors)- Make all the employees of the Marudai Food Group thoroughly understand the Marudai Food Group’s Code of Conduct,and carry out a compliance training program every month for all the employees
B. Initiatives to address ESG and SDGs
We formulated the Sustainability Basic Policy and Action Guidelines and established the Sustainability Committee.
(A) Adaptation to climate change and mitigation of its impact- Take measures in line with the TCFD recommendations- Established the Sustainability Promotion Office as of April 1, 2023 to manage and promote the Sustainability
Committee- Further reduce the environmental impact by promoting the activities to preserve the environment and introducing thefacility using less energy, among other measures- Strengthen our efforts to reduce the greenhouse gasses generated by logistics or transportation by encouraging thetransport modal shift, etc.
(B) Contribution to realizing a recycling society- Promote the reduction of waste by using lightweight wrapping and packaging materials- Promote a 3R strategy—Reduce, Reuse, and Recycle—for wrapping and packaging materials- Promote the recycling of food waste into livestock feed or manure- Promote the adoption of environment-friendly wrapping and packaging materials(c) Initiatives to reduce food waste- Promote the reduction and reuse of food waste- Promote dietary education(D) Aid for poverty and hunger- Provide support for children’s cafeterias by supplying food ingredients- Develop products using meat substitutes(7) Objective financial data to determine achievement status of management targets
To flexibly respond to changes in the management environment, the Marudai Food Group announces a 3-year medium-termrolling plan, a numerical plan which we review every year in principle. This time, we formulated a revised 3-Year Medium-Term
Management Plan for a period from April 1, 2024 through March 31, 2027 after recalculating and reviewing numerical targets.
We have set the target of achieving consolidated net sales of 250,000 million yen, consolidated operating profit of 5,500 million
yen, consolidated operating profit margin of 2.2%, and consolidated ROE of 5.0% as our financial data for the fiscal year ending
March 31, 2027, the final year of the said Management Plan.
We expect our consolidated earnings performance for the fiscal year ending March 31, 2025 to be as follows: net sales of
235,000 million yen, operating profit of 4,000 million yen, operating profit margin of 1.7%, and ROE of 5.3%. To achieve thesetargets, even amid the prolonged severe management environment due to higher raw material prices, among others, we will create
new customer value and expand business domains while reforming earnings structure. Having said that, the earnings outlook isbased on our estimation of the impacts deemed possible when we made this estimation, and we are now facing the risk of adownturn in the economy, among others, due to higher raw material prices and fluctuations in financial capital markets. Therefore,
please note that we may be required to announce revisions depending on the development of the situation.

-16-

2. Policy and initiatives regarding sustainability
The following is the Group’s policy and initiatives regarding sustainability.
The forward-looking statements included in the following description are based on our judgment as of March 31, 2024.

Corporate governance

Strategy

Risk management

Indicators and targets- Conduct our activities in accordance with the Sustainability Basic Policy and the Sustainability Action
Guidelines.
- Regularly report details and progress of our activities to the Board of Directors through the
Sustainability Committee, chaired by President and Representative Director, in efforts to realize oursustainable growth and enhance corporate value.
- Have established the Sustainability Promotion Office and will promote sustainability activities byassessing the status of each operating department and Group company.
- For an overview of the corporate governance system, please refer to “IV. Information about Reporting
Company, 4. Corporate governance, 2) Overview of the Company’s corporate governance system andthe reason for adopting this system.”- Based on our recognition that the issues related to sustainability are important management issues,
promote initiatives of Development of human resources and Contribution to a sustainable society as
items placed under the basic policies of the Medium-Term Management Plan.
(1) Climate change- Have evaluated financial impact on our products produced at our own plants. To do so, defined
scenarios for the scenario analysis and identified the risks and opportunities that may result fromclimate change, in accordance with TCFD recommendations.
- Based on the evaluation, examine which measures we need to prioritize for the risks andopportunities that may affect us and the environment in the future, with their financial impact
considered, and make a necessary budget to promote the measures.
(2) Human capital and diversity- To ensure diversity, create an environment where women can thrive further, strengthen a support
system, hold educational programs that encourage reskilling, and employ personnel with diverse
values and specialties in line with our business strategies, as needed.
- For the Group’s continued and permanent business operations, provide training courses for those
selected as potential candidates for management in the next generation to ensure the securing of
successors in a stable manner.
- To enhance our employees’ wellbeing so that they are sound in mind and body, introduce highly
flexible working patterns; and, to promote enhanced health management, strengthen a system tomonitor their health and facilitate the creation of a working environment where they feel comfortable.
- Expanded the provision of support for employees with children so that they can continue to work
while raising children, and obtained the certification under the Regulation for Enforcement of the Act
to Advance Measures to Support Next-Generation Child-Rearing, or the Kurumin certification
program- The Sustainability Promotion Office ensures the implementation of a PDCA cycle as follows: monitors
the sustainability information; reports gathered information to the Board of Directors through the
Sustainability Committee; and takes stricter measures for any risks or concerns.
(1) Climate change- Target for the fiscal year ending March 31, 2031: Greenhouse gas emissions (Scope 1 and 2)
77,760t-CO2* The original CO2 emissions target for the fiscal year ending March 31, 2031 (a 46% reduction
from the level of the fiscal year ended March 31, 2014) has been redefined as the Group's overall
greenhouse gas emissions target. Meanwhile, to calculate the Group's overall emissions in thefiscal year ended March 31, 2014, we used the estimated value based on the actual greenhousegas emissions recorded in the fiscal year ended March 31, 2023.
Result for the fiscal year ended March 31, 2023: Greenhouse gas emissions (Scope 1 and 2)
113,043 t-CO2- Target for the fiscal year ending March 31, 2031: Reuse 95% of our food waste
Result for the fiscal year ended March 31, 2023: Reused 91.9% of our food waste(2) Human capital and diversity- Target for the fiscal year ending March 31, 2033: Increase the percentage of female mangers among
all managers to 10.0% or more
- Result for the fiscal year ended March 31, 2024: the percentage of female mangers among all managers
5.1%

-17-

[Initiatives for TCFD]
We make an analysis and disclosure in accordance with the framework recommended by TCFD, which was established by the
Financial Stability Board (FSB) upon request from the Group of 20 economies (G20).
During a period from May 2022 to November 2022, we conducted a climate change scenario analysis as part of a crossdepartmental project (*) with the Corporate Strategy Office acting as secretariat. Targeting the products that could be enormously
affected by climate change out of those produced at our own plants under the Processed Food Products operations and the Meat
Products operations, this analysis evaluated how significant the risks and opportunities resulting from climate change could be. We
also formulated 1.5°C and 4°C scenarios for 2030 based on our definition of the medium-term as 2030 and the long-term as 2050,
and evaluated what impact both scenarios could have.
(*) Participated in by the following departments and offices: Corporate Strategy, General Affairs, Human Resources, Marketing,Sales, Production, Facilities, Materials, Ingredients, and Logistics
Since June 2023, we have gathered environmental data of the entire Group for the fiscal year ended March 31, 2023, with the
Sustainability Promotion Office serving as the secretariat, and evaluated the impact of greenhouse gas emissions. To further promote
the reduction of greenhouse gas emissions, we have set numerical targets for the fiscal year ending March 31, 2031.
(1) Future world views in accordance with 1.5°C and 4°C scenarios
For scenario analysis, we defined the following two scenarios:
2030: 1.5°C scenario (SSP1-1.9)

2030: 4°C scenario (SSP5-8.5)

As a result of earnest efforts to reduce greenhouse gasses, thecosts incurred by us will rise as we need to take measures inline with strengthened restrictions, including the introductionof a carbon tax, as well as with a drive to reduce greenhousegasses. Meanwhile, we will enjoy a business opportunity as
we make progress in development of the products made fromvegetables, among others, which will then receive a highevaluation from markets.

The policy aimed at reducing greenhouse gasses will have beenlaunched but stalled, and the cost for addressing the climatechange will be lowered, but raw material prices will surge and therisk for natural disaster-induced flood damage will rise amid
worsening climate change.

-18-

(2) Evaluation of risks and opportunities resulting from climate change, and of financial impact
Regarding each of the 1.5°C and 4°C scenarios explained in “(1) Future world views in accordance with 1.5°C and 4°C scenarios,”
we evaluated the significance of risks and opportunities as part of a cross-departmental project in accordance with a scale of threegrades: Large, Medium, and Small, in terms of how likely it is for such risks and opportunities to happen and how much impact
they could have. As a result, we identified following items:
Item

Details
Increased costs for taking
measures to comply withenvironmental restrictions
Increased costs for procuring raw
materials due to the introductionof a carbon tax

Impact
4°C

Large

Large

- Engage in a long-term initiative aimed at carbon
neutrality throughout a product life cycle

Small- Diversify raw material procurement channels
and take other measures to procure raw
materials stably- Work to develop highly value-added products

Large

Large

Small

Decreased net sales due to delay
in catching up with changes in
consumers’ preference

Large

Small

MediumSmall- Promote the operations aimed at mutuallysustainable business development with suppliers

Large

Large

- Strengthen the cooperation with suppliers formore stable raw material procurement

MediumMedium- Work to establish a more robust system fordisaster prevention and mitigation, and risk
management, aiming to minimize the damage
and casualties caused by natural disasters

Large

Small

- Strengthen our efforts to reduce the greenhousegasses generated by logistics or transportation
by encouraging the transport modal shift, etc.

Large

Small

- Work on the information disclosure according to
the TCFD framework

MediumSmall- Develop food products that can help form asustainable society

A negative impact on fundraisingand suppliers’ choice of products
due to delay in taking measuresagainst climate change
Increased costs for raw material
prices, among others, due tohigher temperatures

Opportunities- Reduce environmental footprint by promoting
energy saving- Strengthen our efforts to reduce the amount ofenergy used for production by introducing thefacility using less energy or an equivalent- Strengthen our capabilities to respond to themarket needs through our food products, withthe strategy to swiftly launch new products- Implement appropriate methods, from theconsumer perspective, for supplying products,
providing services, and making appropriate
disclosure

Increased costs for energy due tothe introduction of a carbon tax
Transition risks

Physical risks

Measures

1.5°C

A negative impact on ouroperations due to the flood
damage or delay in logistics
caused by natural disaster
Reduced costs by improving thelogistics efficiency as part of ourcarbon reduction efforts
More stable fundraising thanks toenhanced social reputationachieved by our measures against
climate change
New markets created through ourdevelopment of meat substitutes
made from vegetables, long-life
products, and low-carbon
footprint products-19-(3) Initiatives to reduce greenhouse gas emissions
We are working on the following items.
Item

Details
Reduce the amount of the plastic packaging materials used
Work on initiatives to reduce food waste
Procure the raw materials with low environmental footprint
Conserve and maintain wastewater treatment facilities at production facilities
Use environment-friendly materials for sales at stores and for other purposes

Reduction ofenvironmental
footprint

Work on initiatives for sustainable logistics (reduce burden on delivery drivers, improve logistics efficiency,
and promote joint delivery)
Introduce a cogeneration system
Work on the transport modal shift
Engage in an environmental conservation activity in Hokkaido
The Marudai Satoyama activity to forest hills or mountains (We entered into a contract with Osaka Prefecture
and Takatsuki-shi, among others, under their Adopt-a-Forest programs)
The Marudai Nasu Forest Satoyama activity to grow woodland at our private land in Nasu-machi, Tochigi
Prefecture
The Marudai Miyoshi Forest tree planting activity at our private land in Miyoshi-shi, Hiroshima Prefecture
Initiatives for food technology (“food tech”) Develop the products made from vegetables

Market expansion
Develop long-life products(4) Other initiatives concerning sustainability
We are working on the following items.
[Ensuring safety]
We offer safe and healthy products, striving to achieve a society where anyone can live a healthy life in affluent circumstances.
- Obtain more certifications for FSSC 22000, one of the international food safety standards which is based on the HACCP system- Establish a quality management system[Dietary education]
Healthy body and mind begin with proper diet. Marudai Food will contribute to society through a wide range of food activities.
- Actively conduct activities to promote dietary education (participate in a dietary education event or hold a lecture, a cooking
program, etc.)- Engage in social contribution activities with the theme of Better Diet
- Disseminate information (on our websites; and also disseminate information in corporation with administrative authorities)- Provide support for children’s cafeterias by supplying food ingredients[Communication]
Marudai Food will have active communication with consumers through sports and social contribution activities.
- Hold various sports programs as part of the training program of Future Active Athletes- Engage in an activity making the environment more beautiful (participate in cleaning activities around our offices)-20-

[Career education]
To provide educational opportunities for students, who will lead the next generation, we gladly deliver a lecture at school on
demand and accept students’ visits to our locations.
- In coordination with some educational institutions, including junior high and high schools, colleges, and universities, holdclasses or deliver lectures for them(5) The Marudai Food Group Sustainability Basic Policy and Sustainability Action Guidelines
The Marudai Food Group has the management philosophy: “We will contribute to society by devoting ourselves to daily operations
and acting with complete sincerity,” which has been inherited over generations.
To continue to be “a company contributing to society through our food products” in accordance with this management philosophy,
we pursue more delicious food and healthier life, offer safe food products, and make consumers’ diet more enjoyable.
[The Marudai Food Group Sustainability Basic Policy]
Resolving the issues regarding the global environment and society—we view this as the challenge common to all humankind.
Based on our wish for the future of our children: “Just want you to be healthy and strong as you grow up, even if you are naughty,”
we will engage in socially and environmentally friendly operations to contribute to the development of a sustainable society.
[The Marudai Food Group Sustainability Action Guidelines]
1. We comply with laws and regulations, as well as our internal rules, in our all operations, striving for sincere and highly
transparent compliance management.
2. We strive to reduce environmental footprint in our all operations, including raw material procurement, manufacturing, logistics,
and selling; we work to reduce the amount of energy used and CO2 emissions; and we offer environmentally and socially friendly
products.
3. We offer safe and healthy products, striving to achieve a society where anyone can live a healthy life in affluent circumstances.
4. We create a work environment where every employee can work comfortably, and respect the personality of each of them, striving
to strike a work-and-life balance.
5. We work on the development of human resources and educate every employee on human rights and compliance, striving to raise
the entire Company’s awareness thereof.
6. We conduct operations from a broader perspective by communicating with each of our stakeholders through social contribution
activities.
7. We actively disclose the ESG information of the Marudai Food Group.

-21-

3. Business risks
Of the matters stated in the sections of Overview of Business, Financial Information, etc. in this Annual Securities Report,
management recognizes that the following matters may have a material impact on the financial condition, results of operations, andcash flows of the Group companies on a consolidated basis.
The forward-looking statements included in the following description are based on our judgment as of March 31, 2024.
(1) Financial risks
Risk details

Impairment risk

Major measures- Incurring of impairment losses on the
non-current assets held due to a
decline in profitability, among others,caused by a significant deterioration in
the management environment, etc.
- A subsidiary or an equivalent unable toachieve operational targets- Risk of fluctuations in the market
value of assets, such as real estate or
securities- Unexpected bankruptcy of customers- Formulate and implement sufficient measures to increase
future cash flows- Development of livestock epidemics- Concerns over a limit on imports and arise in purchasing prices when thegovernment takes a safeguard measure- Global changes in the supply-demandbalance- Impact of the fluctuations in crude oil
prices- Fluctuations in foreign exchange rates
on local currencies- Diversify raw material procurement channels and take othermeasures to procure raw materials stably- Work to develop highly value-added products- The pandemic of a new virus or anequivalent- Suspension of operations caused by
the effects of a natural disaster, such as
an earthquake or a typhoon- Establish an appropriate management system to prevent
infection or its expansion- Work to establish a more robust system for disasterprevention and mitigation, and risk management, aiming tominimize the damage and casualties caused by natural
disasters- As an asset owner of a corporate pension, we monitor how
assets are managed, as needed, by deploying appropriate
personnel to a corporate pension fund
- Reduced risk by transferring part of the defined-benefit
pension plans to a defined-contribution pension plan in thefiscal year ended March 31, 2017

Customers’bankruptcy risk

Market fluctuation
risk

Currency
fluctuation risk

Risk of infectious
diseases andnatural disasters

Risk of retirement
benefit obligations- A case where there is a fluctuation in
the market value of plan assets orwhen there is a change in theassumptions, such as an investment
return or discount rates, that are used
to calculate retirement benefit
obligations- Monitor their progress in achieving operational plans, as theirparent company- Make use of or sell idle assets- Gather information, manage credit, preserve accountreceivables, etc.

- Reduce risk by importing part of products on a yen basis and,for foreign-currency trade, using foreign exchange futurescontracts-22-(2) Materiality items

Ensuring safety

Risk details- Occurrence of social disorder or an
unpredictable accident such as aquality issue affecting the entire
society- Effect of the damage caused by rumors- Jeopardized social credibility due tocomplaints about product quality,
among others- Restriction on operations when laws
and regulations are changed

Response to laws
and regulations

Changes in
consumer lifestyles

Sustainable raw
material
procurement

Reduction of food
waste

Adaptation toclimate change andmitigation of its
impactContribution torealizing a
recycling society

Water conservation- Possible loss of our growth
opportunity due to delay in catching
up with diverse values and changes in
the consumer lifestyles- Delay in responding to social andenvironmental issues at each stage of
our supply chain- Risk of climate change andgeopolitical risk

- Depletion of food resources- Jeopardized social credibility due todelay in taking measures to reduce foodwaste
- Increased production costs resulting
from delay in taking measures toreduce greenhouse gas emissions- Jeopardized social credibility due todelay in taking measures against
global warming- Increased production costs resulting
from delay in taking measures toreduce waste- Jeopardized social credibility due todelay in shifting to using environmentfriendly packaging materials- Suspension of production caused bydroughts, floods, and deterioratingwater quality

Major sustainability measures- Obtain more certifications for FSSC 22000, one of theinternational food safety standards which is based on the
HACCP system- Establish a strict quality management system by the quality
assurance department- Strengthen our efforts to secure safety and improve productquality as well as to prevent the occurrence of products of poor
quality or defects- Comply with all applicable laws and regulations, including theFood Sanitation Act, the Act on Japanese AgriculturalStandards (the JAS Act), and the Food Labeling Act, among
others, all of which are related to food safety, in addition to thelaws and regulations related to the environmental protection
and recycling- Strengthen a system to comply with relevant laws andregulations in close cooperation between the legal department
and relevant departments- Strengthen our capabilities to respond to the market needs
through our food products, with the strategy to swiftly launch
new products- Implement appropriate methods, from the consumer
perspective, for supplying products, providing services, andmaking appropriate disclosure- Strengthen the cooperation with suppliers for more stable raw
material procurement- Establish a system to procure essential raw materials in a
responsible manner by conducting human rights due diligence- Comply with relevant laws and regulations and promote fairtrading and business practices- Promote the operations aimed at mutually sustainable businessdevelopment with suppliers- Improve manufacturing methods so that they will contribute to
reducing food waste in the manufacturing process- Make the shelf life of products longer to reduce the food loss
resulting from discarding food products before they reachconsumers, decrease defective products returned from retailers
or consumers- Engage in a long-term initiative aimed at carbon neutrality
throughout a product life cycle- Work on the information disclosure according to the TCFD
framework- Reduce environmental footprint by promoting energy saving- Strengthen our efforts to reduce the amount of energy used for
production by introducing the facility using less energy or anequivalent- Strengthen our efforts to reduce the greenhouse gasses
generated by logistics or transportation by encouraging thetransport modal shift, etc.
- Promote an initiative to reduce waste by using lightweightwrapping and packaging materials- Promote a 3R strategy—Reduce, Reuse, and Recycle—for
wrapping and packaging materials- Promote the recycling of food waste into livestock feed or
manure- Promote the adoption of environment-friendly wrapping andpackaging materials- Conserve and maintain wastewater treatment facilities at
production facilities- Promote environmental conservation through an activity toforest hills or mountains-23-Thriving of talent
with diverse
backgrounds

Strengthened
corporate
governance

Strengthened
health management

Risk details- Needs to acquire organizational
capabilities that give us a competitive
advantage- A labor shortage and a rise in costs
caused by diversified recruiting
channels and intensified recruiting
competition- An increase in risks that threaten thecorporate management due to a fragile
governance system- Impacts on our business continuity
brought by delay in establishing a risk
management system- Confusion that affects organizational
management or a reduction in
operational profitability, caused byunstable political, economic, or social
situations, such as a financial crisis ortrade war
- Reduced competitiveness resulting
from the incapability of catching up
with digital transformation- Reduced competitiveness resulting
from a fragile IT management system- Impacts on operations caused byintellectual property risk
- Jeopardized social credibility due todelay in taking measures for a healthmanagement system

Major sustainability measures- Strengthen the management of personnel training programswith a focus on diverse values and specialties- Promote the work style reform- Promote diversity and launch an initiative to enhance
opportunities for women- Expanded the provision of support for employees with children
so that they can continue to work while raising children, andobtained the certification under the Regulation for
Enforcement of the Act to Advance Measures to Support NextGeneration Child-Rearing, or the Kurumin certification
program- Educate all the employees of the Group about the Marudai
Food Group’s Code of Conduct to make them thoroughly
understand it- Strengthen our corporate governance system by establishing
the Risk Management Committee, the Corporate Ethics
Committee, the Compliance Committee, and the Nomination
and Remuneration Committee.
- Establish the Marudai counseling line (a whistleblowing
system)- Promote swift management decision-making and more
efficient operations by making the maximum use of theenterprise system- Strengthen the information security by formulating IT
management and operation rules- Manage intellectual property risk
- Strengthen an initiative aimed for health management- Enhance a system that provides stress checkups and monitors
mental health conditions- Address an issue of a dwindling and aging population (theresearch and development of plasmalogen, a material that can
support the brain function); and supply the health-conscious
products (as an example, the Oishii Gen-en series, literally
meaning: the series featuring a reduction in the amount of thesalt used in products without compromising their original
tastiness)-24-

4. Management analysis of financial position, operating results and cash flows(1) Overview of operating results, etc.
1) Financial position and operating results
During the fiscal year ended March 31, 2024, the Japanese economy continued to show a gradual recovery amid animprovement in the employment and income environment, partially propped up by the government’s various policy packages.
However, the overall outlook for the economy still remains uncertain mainly because of concerns over: the impact of higher
prices and fluctuations in financial capital markets; and the risk of a downturn in the economy amid monetary tightening
worldwide, among others.
The industry in which the Marudai Food Group operates continued to face severe conditions, as higher raw material prices
and the weaker yen pushed up procurement costs, rising consumers’ budget-consciousness, among others, despite a sign of a
pickup in the demand for eating out thanks to an increased flow of people. Regarding the meat market, while domestic beef
prices have been lower than the previous year’s level due to a drop in demand, domestic pork prices have been higher than theprevious year’s level driven by increased demand, among other factors. Imported meat prices have been high, both for beef
and pork, due mainly to the effect of currency exchange rates.
In this situation, the Group, a comprehensive food manufacturer that supplies consumers with safer and healthier foodproducts, has pushed ahead with its corporate operations, aiming to be a company whose own value is thoroughly recognizedin society.
As a result, our consolidated financial position and operating results for the fiscal year ended March 31, 2024 were as
follows:
A. Financial position
Consolidated total assets as of March 31, 2024 were 121,819 million yen, a decrease of 4,441 million yen from the endof the previous fiscal year. Consolidated liabilities were 59,068 million yen, an increase of 1,821 million yen from the endof the previous fiscal year. Consolidated net assets were 62,751 million yen, a decrease of 6,262 million yen from the endof the previous fiscal year.
B. Operating results
Consolidated net sales during the fiscal year ended March 31, 2024 were 228,808 million yen, an increase of 3.1% year
on year; consolidated operating profit was 3,117 million yen, compared to consolidated operating loss of 1,400 million yen
for the previous fiscal year; and consolidated ordinary profit was 3,639 million yen, compared to consolidated ordinary lossof 897 million yen for the previous fiscal year. As a result of recording extraordinary losses including impairment losses of
12,250 million yen and restructuring expenses of 530 million yen, consolidated loss attributable to owners of parent was
9,414 million yen, compared to consolidated loss attributable to owners of parent of 4,987 million yen for the previous fiscal
year.

-25-

Operating results for each segment are as follows:(Millions of yen)
Fiscal year
ended March
31, 2023

Fiscal year
ended March
31, 2024

147,093Year-on-yearchange(amount)

Year-on-yearchange (%)

152,404

5,310

3.6%

64,39265,517

1,125

1.7%

82,70086,886

4,185

5.1%

74,75876,276

1,517

2.0%

127

128

0

0.5%

221,979

228,808

6,828

3.1%

(1,653)

2,125

3,779

–

(1.1)%

1.4%

2.5%

–

203

943

739

363.1%

0.3%

1.2%

0.9%

–

49

48

(0)

(1.8)%

Segment income (loss)(1,400)

3,117

4,517

–

Ratio to net sales(0.6)%

1.4%

2.0%

–

Processed Food
Products operations
Ham & Sausage
Products
Precooked &Processed Foods
Meat Products
operations
Other
Net sales
Processed Food
Products operations
Ratio to net sales
Meat Products
operations
Ratio to net sales
Other(Processed Food Products operations)
In the Ham & Sausage Products department, we continued to implement a variety of campaigns for our core productseries of Kunseiya, including limited-quantity sales of new flavors based on a corporate collaboration, menu proposals
tailored to various meal scenes, and other campaigns. In addition, net sales of the Tappuri Tsukaeru series (in a larger
volume), including loin ham, which use environmentally friendly packaging materials, were strong due to sales
promotion efforts. Despite a drop in net sales of the mid-year and year-end gift range due to the shrinking of the market,
we saw some positive effects following the implementation of the abovementioned measures and price revisions. As aresult, the Ham & Sausage Products department posted a 1.7% year-on-year increase in net sales.
In the Precooked & Processed Foods department, we saw a growth in net sales due mainly to increased demand for
products for convenience stores and commercial-use products for the restaurant industry against the backdrop of a fullfledged recovery in the flow of people. Net sales of the dessert range were also robust, including jellies and whippedcream. In addition, we worked to increase the handling volume of the Sundubu series at store shelves through sales
promotion activities leveraging various channels. Our efforts were also put into increasing net sales of retort-pouch
instant curries, with a focus on sales expansion of the Bistro Club Beef Curry series. Supported by those initiatives, net
sales of the Precooked & Processed Foods department increased by 5.1% year on year.
As a result, net sales in the Processed Food Products operations segment amounted to 152,404 million yen, an increaseof 3.6% year on year. Despite cost-rising factors such as surging raw material costs, the said segment posted segment
income of 2,125 million yen (compared to segment loss of 1,653 million yen for the same period of the previous fiscal
year), owing to price revisions and continued efforts to reduce costs, among others.
(Meat Products operations)Overall beef net sales were lower than the previous year’s level, as consumers’ rising budget consciousness in
response to price increase hampered the growth in net sales to mass retailers, despite robust sales to the restaurant
industry. Overall pork net sales were higher than the previous year’s level, driven by robust sales to the restaurant
industry and also by a growth in sales to mass retailers due to a shift in demand from beef to pork, as consumers tend tosee pork less expensive.
As a result, net sales in the Meat Products operations segment increased by 2.0% year on year to 76,276 million yen.
Segment income increased by 363.1% year on year to 943 million yen.
(Other)Net sales in Other segment increased by 0.5% year on year to 128 million yen, and segment income decreased by
1.8% year on year to 48 million yen.

-26-2) Cash flows(Millions of yen)
Fiscal year ended
March 31, 2023

Fiscal year ended
March 31, 2024

2,906

10,014

7,107(4,516)(4,882)

(366)

534

(2,380)(2,914)(1,074)

2,752

–

6,916

9,668

2,752

Net cash provided by (used in) operating
activities
Net cash provided by (used in) investing
activities
Net cash provided by (used in) financing
activities
Net increase (decrease) in cash and cash
equivalents
Cash and cash equivalents at end of period

Changes

Net cash provided by (used in) operating activities increased by 10,014 million yen due mainly to the recording of
impairment losses and depreciation, despite negative factors of the recording of loss before income taxes and an increase inworking capital.
Net cash provided by (used in) investing activities decreased by 4,882 million yen due mainly to the purchase of non-current
assets to expand and streamline production facilities and to improve product quality, despite proceeds from sale of non-current
assets.
Net cash provided by (used in) financing activities decreased by 2,380 million yen due mainly to reduced interest-bearing
liabilities, payment of dividends, and purchase of treasury shares.
As a result, consolidated cash and cash equivalents at end of period as of March 31, 2024 increased by 2,752 million yen
from the end of the previous fiscal year to 9,668 million yen.
3) Production, orders received, and sales
A. Production results
Production results by segment for the fiscal year ended March 31, 2024 on a consolidated basis are as follows:
Name of business segment

Production (Ton)Year-on-year change (%)

Processed Food Products operations

187,263(0.5)

Meat Products operations

11,5800.2––

198,843

(0.4)

Other
Total

B. Orders received
The Group produces based on our projection made from the consumer trend forecast.
C. Sales results
Sales results by segment for the fiscal year ended March 31, 2024 on a consolidated basis are as follows:
Name of business segment

Sales (Millions of yen)

Year-on-year change (%)

Processed Food Products operations

152,404

3.6

Meat Products operations

76,276

2.0

128

0.5

228,808

3.1

Other
Total
(Notes) 1. Transactions between segments are offset and eliminated.
2. Actual sales by major customer and percentage to total actual sales
Customer
FamilyMart Co., Ltd.

Fiscal year ended March 31, 2023

Fiscal year ended March 31, 2024

Amount(Millions of yen)

Percentage (%)

Amount(Millions of yen)

Percentage (%)

21,394

9.6

23,328

10.2-27-

(2) Details of analysis and examination of the status of operating results, etc. from management’s perspective
Details of the recognition, analysis, and examination of the status of operating results, etc. of the Group from management’s
perspective are as follows. The forward-looking statements included in the following description are based on our judgment asof March 31, 2024.
1) Details of the recognition, analysis, and examination of the status of operating results, etc. for the fiscal year ended March 31,
2024
A. Operating results(Net sales)
Consolidated net sales were 228,808 million yen, an increase of 3.1% year on year, buoyed by: an increase in salesof products for the restaurant industry and convenience stores as a result of a recovery in the flow of people; a growthin the dessert range; and the effects of price revisions. By segment, net sales of the Processed Food Products operations
were 152,404 million yen, an increase of 3.6% year on year, net sales of the Meat Products operations were 76,276
million yen, an increase of 2.0% year on year, and net sales of Other were 128 million yen, an increase of 0.5% year on
year.
(Cost of sales, gross profit)
Consolidated cost of sales rose by 1.4% year on year to 194,132 million yen due mainly to higher raw material prices.
However, gross profit surged by 13.8% year on year to 34,676 million yen, as the ratio of cost of sales to net sales fell
by 1.5% year on year due to improved profitability pushed up by price revisions and better efficiency, among others.
(Selling, general and administrative expenses; operating profit)
Consolidated selling, general and administrative expenses dropped by 1.0% year on year to 31,558 million yen owing
mainly to our continued efforts to reduce costs.
Operating profit was 3,117 million yen (compared to operating loss of 1,400 million yen for the previous fiscal year),shored up by an improvement in the gross profit rate and a reduction in selling, general and administrative expenses.
As for segment income (loss), segment income for the Processed Food Products operations was 2,125 million yen,
compared to segment loss of 1,653 million yen for the previous fiscal year. Segment income for the Meat Products
operations was 943 million yen, up 363.1% year on year, and segment income for Other was 48 million yen, down 1.8%
year on year. Operating results for each segment are stated in “(1) Overview of operating results, etc., 1) Financial
position and operating results, B. Operating results.”(Ordinary profit; profit attributable to owners of parent)
We posted consolidated ordinary profit of 3,639 million yen due mainly to the recording of operating profit, compared
to ordinary loss of 897 million yen for the previous fiscal year.
We posted consolidated loss attributable to owners of parent of 9,414 million yen, compared to consolidated loss
attributable to owners of parent of 4,987 million yen for the previous fiscal year, as a result of recording extraordinary
losses including impairment losses of 12,250 million yen and restructuring expenses of 530 million yen.

-28-

(Millions of yen)
Fiscal year
ended March
31, 2023

Fiscal year
ended March
31, 2024

Net sales

221,979

Cost of sales

Year-on-yearchange(amount)

Year-on-yearchange (%)

228,808

6,828

3.1%

191,495

194,132

2,636

1.4%

Ratio to net sales

86.3%

84.8%

(1.5)%–

Gross profit

30,48334,676

4,192

13.8%

Ratio to net sales

13.7%

15.2%

1.5%

–

Selling, general and administrative
expenses

31,88431,558(325)(1.0)%

Ratio to net sales

14.4%

13.8%

(0.6)%–

Operating profit (loss)(1,400)

3,117

4,517

–

Ratio to net sales(0.6)%

1.4%

2.0%

–

Ordinary profit (loss)

(897)

3,639

4,536

–

Ratio to net sales(0.4)%

1.6%

2.0%

–

Loss attributable to owners of parent(4,987)(9,414)(4,426)–

Ratio to net sales(2.2)%(4.1)%(1.9)%–(Progress in the Medium-Term Management Plan)
To flexibly respond to changes in the management environment, the Marudai Food Group announces a 3-year mediumterm rolling plan, a numerical plan which we review every year in principle. This time, we formulated a revised 3-Year
Medium-Term Management Plan for a period from April 1, 2024 through March 31, 2027 after recalculating and reviewing
numerical targets.
Details of the revised 3-Year Medium-Term Management Plan are stated in “II. Overview of Business, 1. Management
policy, business environment, issues to address.”
B. Financial position(Millions of yen)
As of March 31, 2023

As of March 31, 2024

Changes

Total assets

126,261

121,819(4,441)

Liabilities

57,24659,068

1,821

Net assets

69,01462,751(6,262)Equity ratio

54.1%

50.9%

(3.2)%

2,731.03 yen

2,494.90 yen(236.13) yen

Net assets per share

Consolidated total assets as of March 31, 2024 were 121,819 million yen, a decrease of 4,441 million yen from the end of
the previous fiscal year, due mainly to a decrease in property, plant and equipment of 14,888 million yen, despite increases
in investment securities of 4,476 million yen, notes and accounts receivable - trade of 4,121 million yen, and cash and depositsof 2,752 million yen.
Consolidated liabilities increased by 1,821 million yen from the end of the previous fiscal year to 59,068 million yen,pushed up mainly by increases in notes and accounts payable - trade of 1,737 million yen and deferred tax liabilities of 978
million yen, despite a decrease in interest-bearing liabilities of 1,143 million yen.
Consolidated net assets declined by 6,262 million yen from the end of the previous fiscal year to 62,751 million yen, due
mainly to the recording of loss attributable to owners of parent of 9,414 million yen and payment of dividends of surplus of
500 million yen, despite an increase in valuation difference on available-for-sale securities of 3,096 million yen.
As a result, equity ratio as of March 31, 2024 stood at 50.9%, a decrease of 3.2 percentage points from the end of theprevious fiscal year. However, we have determined that the Group’s financial standing has been sound at a certain level.
By segment, assets of the Processed Food Products operations were 71,909 million yen, compared to 83,615 million yen
for the previous fiscal year; assets of the Meat Products operations were 20,414 million yen, compared to 20,633 million yen
for the previous fiscal year; and assets of Other and corporate assets not allocated to the reportable segments were 29,496
million yen, compared to 22,011 million yen for the previous fiscal year. The primary factor for a fall in consolidated assetsof the Processed Food Products operations was the recording of impairment losses on non-current assets.

-29-

C. Cash flows, capital resources, and cash liquidity

Equity ratio
Equity ratio on a market
value basis
Ratio of cash flows tointerest-bearing
liabilities
Interest coverage ratio

Fiscal year
ended March
31, 2020

Fiscal year
ended March
31, 2021

Fiscal year
ended March
31, 2022

Fiscal year
ended March
31, 2023

Fiscal year
ended March
31, 2024

56.5%

58.7%

58.1%

54.1%

50.9%

37.7%

33.2%

28.9%

28.8%

33.3%

2.3 years

2.7 years

2.9 years

7.8 years

2.2 years

39.7 times

32.9 times

31.9 times

13.0 times

44.2 times

Capitalexpenditure
9,167
6,133
7,374
6,859
4,122
(Millions of yen)
Depreciation (Millions
6,801
7,798
7,945
7,693
7,117
of yen)(Note) Equity ratio = Owners’ equity / Total assets
Equity ratio on a market value basis = Aggregate market value / Total assets
Ratio of cash flows to interest-bearing liabilities = Interest-bearing liabilities / Operating cash flows
Interest coverage ratio = Operating cash flows / Interest payment* Each indicator is calculated based on the consolidated financial data.
* Aggregate market value is calculated by multiplying the closing price of shares at end of period by the number ofissued shares (after deducting the number of treasury shares).
* For operating cash flows, we use cash flows from operating activities in the consolidated statement of cash flows.
* Of the liabilities in the consolidated balance sheet, interest-bearing liabilities refer to all of those for which we pay
interest. Interest payment refers to the interest paid in the consolidated statement of cash flows.
* We have applied changes in accounting policies since the beginning of the fiscal year ended March 31, 2022. The
financial data for the fiscal year ended March 31, 2021 are stated as figures to which the said changes in accounting
policies have been retrospectively applied.
With regard to capital resources, the Group views as one of the top priorities to secure appropriate funds for our operations,
to maintain liquidity of funds, and to create stable operating cash flows aimed for a sound financial position.
To increase shareholders’ value, we must prepare an environment in which we can raise funds based on our continuously
growing operations while maintaining a steadfast financial standing.
Although capital expenditure for the fiscal year ended March 31, 2020 was higher than depreciation, capital expenditure
for a period from the fiscal year ended March 31, 2021 through the fiscal year ended March 31, 2024 was lower thandepreciation. In this situation, judging from equity ratio, the ratio of cash flows to interest-bearing liabilities, and the interest
coverage ratio, among other indicators, we have determined that the Group remains financially sound at a certain level andhas maintained a financial foundation that enables us to raise funds for implementing our growth strategy.
As consolidated cash flows for the fiscal year ended March 31, 2024 are stated in “(1) Overview of operating results, etc.,
2) Cash flows,” net cash provided by (used in) operating activities rose by 10,014 million yen, and net cash provided by (usedin) investing activities fell by 4,882 million yen, which led to an increase in free cash flows of 5,132 million yen. Whileinterest-bearing liabilities dropped by 1,597 million yen, we paid dividends of 501 million yen and purchased treasury sharesof 277 million yen. As a result, cash and cash equivalents increased by 2,752 million yen.
As dividend policy is stated in “IV. Information about Reporting Company, 3. Dividend policy,” the Group views the returnof profits to shareholders as a key management issue. Taking into consideration consolidated earnings performance andfinancial conditions, and based on our basic policy to maintain stable dividends, we have decided on an ordinary dividend of
20 yen per share for the current fiscal year.
The Group made a provisional calculation of capital cost as a reference when formulating the Medium-Term Management
Plan and to verify the reasonableness of cross-shareholdings. We recognize that the cost of capital of the Group isapproximately 5% (*), and we aim to increase ROE to 5.0% in the fiscal year ending March 31, 2027, the final fiscal year of
the 3-Year Medium-Term Management Plan that started in April 2024. Capital cost is the returns investors should expect, so
we would like to understand what an appropriate capital cost is through dialogue with institutional investors and otherinvestors, aiming to leverage it to achieve operational targets and maximize shareholder returns, toward our goal of improving
corporate value.
(*) Based on capital asset pricing model (“CAPM”).
The Group’s working capital is most needed by operating expenses for manufacturing products, including raw material
costs, labor costs, expenses, and selling, general and administrative expenses. Meanwhile, the capital intended for investment
is most needed by the capital expenditure to expand, streamline, and improve production facilities and to improve productquality. We raise these necessary funds through our own capital, which are mainly from operating cash flows. We did notconduct material fundraising, including an increase in capital or issuance of corporate bonds, during the fiscal year ended
March 31, 2024. Capital expenditure on an asset basis for the fiscal year ending March 31, 2025 is estimated at 7,300 million
yen in total, a majority of which we are planning to raise through our own capital and leases.

-30-

The Group has entered into overdraft contracts with our banks for effective fundraising, and the unexercised portion offacilities based on these contracts is 23,602 million yen as of March 31, 2024. Adding this amount to cash and deposits of
9,668 million yen as of March 31, 2024 will bring the total to 33,270 million yen, which surpasses average net sales permonth for the fiscal year ended March 31, 2024. For this reason, we have determined that we are at a certain level in termsof fund capabilities for any emergent demand. As of March 31, 2024, we completed a shelf registration of corporate bonds
with the planned issuance amount of 20,000 million yen, although details about their new issuance are yet to be worked out.
This new issuance would prepare us for the demand for funds, including those for facilities, investment and financing,
repayments of borrowings, and working capital.
2) Significant accounting policies and estimates
The consolidated financial statements of the Group are prepared on the basis of accounting principles generally acceptedin Japan. We calculated the estimates needed to prepare these consolidated financial statements based on reasonable standards.
We have judged these estimates based on the various factors we deemed appropriate in light of past results or according to
the information available when making the estimates. However, the estimates might differ from actual results in the future if
there is any change in the conditions used as assumptions for the estimates or in the business environment.
Of the accounting estimates and assumptions used to prepare the consolidated financial statements, those of importanceare stated in “V. Financial Information, 1. Consolidated financial statements, etc., (1) Consolidated financial statements,[Notes], (Significant accounting estimates).”

5. Material contracts, etc.
Not applicable.

-31-

6. Research and development activities
The Group encourages the product development underpinned by basic research to create products that are safe and sensitive to thelatest trends, and also promotes the planning supported by strategic marketing. Our planning and development are based on the latest
marketing data and market analysis. We strive to be a manufacturer needed by more and more consumers, through our productdevelopment to meet consumer needs, based on sweeping marketing research including consumer surveys. What we cherish the mostis to produce a product that deeply impresses our customers with its deliciousness.
The research and development expenses paid by the Group during the fiscal year ended March 31, 2024 were 649 million yen in
total, mainly for the research and development activities of the Processed Food Products operations.
(Processed Food Products operations)
In the Ham & Sausage Products department, we launched “Kunseiya-Ripened Pork Sausage - Southern Okinawa Island Chili
Pepper” in a limited quantity from the Kunseiya series, which features a perfect match between the umami of meat brought out by
ripening and a sharp spiciness of southern Okinawa Island chili pepper, to catch up with consumers’ preference that is being
diversified. We also put on the market loin ham and block bacon under the Oishii Gen-en series, made with special attention to moist
texture and mild taste by using a fermented seasoning made from koji while cutting 25% of the salt used, amid rising consumer healthawareness. Our newly-launched products also include “Pancetta Cut into Thin Rectangles,” which saves consumers the trouble ofcutting, to satisfy consumer needs for simple cooking; “Thickly-Sliced Roast Pork” under the series of Gu Nokke Tei (literally
meaning: let’s put topping on ramen), the sliced pork featuring the taste that can match any kind of ramen; and “Chopped Ham,”
which has already been chopped so that consumers can use it without any preparation. In addition, under the Tappuri Tsukaeru series(in a larger volume) using environmentally friendly packaging materials, sausages started hitting store shelves along with loin hamand bacon.
In the Precooked & Processed Foods department, we launched “Green Curry” under the Chef’s Craft series, a product whichfeatures stinging spiciness of green chili, refreshing scent of lemongrass, and mild taste of coconut milk. As for the snack range, we
put on sale a new product under the Cafelf series: that is “Oishii Hitoyasumi (literally meaning a tasty break) Cafelf Caramel Scones,”featuring the distinguished sweetness of solid caramel candy and caramel chocolate chips in contrast to the bitter caramel used into
the dough. As for the dessert range, under the popular series of Warabimochi (a chilled, traditional Japanese mochi made from bracken
starch) aimed at satisfying consumer demand to enjoy Japanese sweets made by specialty stores at home, we launched a new product,“Hojicha to Kokuto no Warabimochi” (literally meaning warabimochi with hojicha tea—roasted green tea—and brown sugar), a
new type of dessert that combines creamy sauce, Kagabo hojicha, warabimochi made with brown sugar, and adzuki beans preservedin syrup.
The Central Research Institute jointly conducts the research and development of plant-based foods with the development
department of the operating division. Plant-based foods are an area attracting attention from around the globe against a backdrop of
growing public awareness of the environmental and health issues and also in light of animal welfare. In addition, not only plantbased foods but other promising raw materials have we started studying as a material that can be the next generation’s protein inview of the expected shortage of protein in the future. Chicken-derived plasmalogen attracts more and more new customers, seeing
an increase in the number of repeat orders from our existing customers, on the back of a steady growth in the brain-function
improvement market. We will continue striving to gain more recognition of plasmalogen in the fiscal year ending March 31, 2025,
too, by making widely known the new findings that have been obtained through the research, using various media and opportunities
such as news releases, exhibitions, the industry’s websites, and study meetings.
(Meat Products operations and Other)
No applicable matters to report.

-32-

III. Information about Facilities
1. Overview of capital expenditures
The Group spent capital expenditure of 4,122 million yen in total for the fiscal year ended March 31, 2024, mainly for theinvestment in expansion, streamlining and quality improvement of production facilities. The total amount of capital expenditure also
includes the investment in property, plant and equipment and in intangible assets.

2. Major facilities(1) Reporting company

As of March 31, 2024

Book value (Millions of yen)
Business place(Location)
Hokkaido Plant(Iwamizawa-shi,
Hokkaido)
Iwate Plant(Hanamaki-shi, Iwate
Prefecture)
Niigata Plant(Joetsu-shi, Niigata
Prefecture)
Kanto Plant(Shimotsuke-shi,
Tochigi Prefecture)
Ibaraki Plant(Inashiki-shi, Ibaraki
Prefecture)
Yokosuka Plant(Yokosuka-shi,
Kanagawa Prefecture)
Shonan Plant(Hiratsuka-shi,
Kanagawa Prefecture)
Shizuoka Plant(Kakegawa-shi,
Shizuoka Prefecture)
Matsusaka Plant(Matsusaka-shi, Mie
Prefecture)

Name of businesssegment
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations
Processed Food
Products operations

Takatsuki Plant
Processed Food(Takatsuki-shi, Osaka) Products operations
Okayama Plant
Processed Food
(Tsuyama-shi,
Products operations
Okayama Prefecture)
Hiroshima Plant
Processed Food
(Miyoshi-shi,
Products operations
Hiroshima Prefecture)
Karatsu Plant
Processed Food
(Karatsu-shi, Saga
Products operations
Prefecture)
Tohoku Hokkaido
Processed Food
Sales Dept.(Natori-shi, Products operations
Miyagi Prefecture, and Meat Products
other locations)operations
Processed Food
East Japan Sales Dept.
Products operations(Chuo-ku, Tokyo, andMeat Products
other locations)operations
Hokushinetsu Sales
Processed Food
Dept.(Nonoichi-shi,
Products operations
Ishikawa Prefecture,
Meat Products
and other locations)operations
Chubu Sales
Processed Food
Dept.(Komaki-shi,
Products operations
Aichi Prefecture, andMeat Products
other locations)operations
Kansai Sales Dept
Processed Food
(Nishinari-ku, OsakaProducts operations
shi, and other
Meat Products
locations)operations
Chu-Shikoku Sales
Processed Food
Dept.(Nishi-ku,
Products operations
Hiroshima- shi, andMeat Products
other locations)operations
Kyushu Sales
Processed Food
Dept.(Kasuya-gun,
Products operations
Fukuoka Prefecture,
Meat Products
and other locations)operations

Details offacilities
Manufactu
ringfacility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility
Manufacturing
facility

Buildings
andstructures

Machinery,Landequipment
Leased assets(Area in m2)
and vehicles

Other

Total

Number of
employees

163

130

116
(43,460)

0

4

415

2

243

181

254
(42,335)

2

9

692

3

271

271

227
(51,483)

3

11

784

6

604

1,023

101
(66,193)

0

20

1,751

64

15

147

140
(14,932)

0

3

307

9

109

87

682
(6,412)

1

4

885

1

295

315

1,004
(13,937)

0

3

1,619

6

78

93

356
(34,530)

0

3

531

14

74

53

146
(12,010)

0

1

276

6

644

1,256

425
(56,213)

23

16

2,366

51

42

26

233
(42,891)

0

1

303

6

186

192

335
(48,753)

2

7

724

9

664

670

501
(39,228)

1

14

1,853

13

Sales
facility

54

5

275
(13,058)

0

2

337

24

Sales
facility

88

2

622
(5,492)

1

8

723

92

Sales
facility

29

3

250
(5,524)

0

1

284

11

Sales
facility

20

0

138
(6,564)

0

3

162

19

Sales
facility

74

1

725
(12,182)

1

9

812

72

Sales
facility

55

1

392
(7,427)

0

4

454

25

Sales
facility

65

5

241
(8,389)

0

4

317

24

-33-

(2) Subsidiaries in Japan
As of March 31, 2024
Book value (Millions of yen)
Business place(Location)

Company nameToda Foods
Co., Ltd.

Azumino Food
Co., Ltd.

Toraku Foods
Co., Ltd.

Head Office andplant(Toda-shi, Saitama
Prefecture, andother locations)
Head Office andplant(Matsumoto-shi,
Nagano Prefecture,and other locations)
Head Office andplant(Higashinada-ku,
Kobe-shi, Hyogo
Prefecture, andother locations)

Name of business Details ofsegment
facilities

Machinery,
Buildings
equipment
Land
and
and
(Area in m2)
structures
vehiclesLeasedassetsOther

Number of
employees

Total

Processed
Food Products
operations

Manufactur
ing facility

2,670

1,048

1,152
(21,270)

465

41

5,378

149

Processed Food
Products
operations

Manufactur
ing facility

1,481

441

905
(55,711)

1,026

49

3,904

93

Processed Food
Products
operations

Manufactur
ing facility

1,207

1,047

772
(9,094)

1,050

98

4,177

186

(Notes) 1. There are no major facilities out of operation.
2. The “Other” item under book value refers to a total of tools, furniture and fixtures, and intangible assets.
3. The figures for the reporting company’s Takatsuki Plant include the land of the Head Office.

3. Planned addition, retirement, and other changes of facilities(1) Planned addition of material facilities
The Group plans to add or repair material facilities as of March 31, 2024 as follows. For your information: Capital expenditure on
an asset basis for the fiscal year ending March 31, 2025 is estimated at 7,300 million yen in total.

Company nameBusiness place(Location)

Reporting company

Matsusaka Plant(Matsusaka-shi, Mie
Prefecture)

Marushin Foods
Co., Ltd.
Meat Supply Co.,Ltd.

Name ofbusinesssegment

Processed
Food
Products
operations
Processed
Okayama Plant
Food(Tsuyama-shi,
Products
Okayama Prefecture)operations
Sendai Plant
Meat(Natori-shi, Miyagi
Products
Prefecture)operations(Planned amounts ofinvestment)
Details of facilities

Fundraising
Total
Amountmethodamount already paid
(Millions of (Millions of
yen)
yen)

Starting date

Estimatedcompletion
date

Manufacturing
facilities, etc. forretort foods

1,155

–

By our own
capital andleasesApril 2025

September
2025

Manufacturing
facilities, etc. fordumplings andhamburg steaks

700–

By our own
capital andleasesMarch 2024

August 2024

2,361

150

By our own
capital andleasesMarch 2023

June 2025

New establishment ofa plant(2) Planned retirement of material facilities
Not applicable, except for the removal of operating facilities for regular renovation.

-34-

IV. Information about Reporting Company
1. Company’s shares, etc.
(1) Total number of shares, etc.
1) Authorized shares
As of March 31, 2024
Class

Total number of shares authorized to be issued (Shares)

Common stock

40,000,000

Total

40,000,0002) Issued shares
As of the end of the current
fiscal year (Shares)(March 31, 2024)

Class

As of the filing date
(Shares)(June 28, 2024)

Stock exchange on
which the Company is listed

Details

Common stock

26,505,581

26,505,581

Tokyo Stock Exchange Prime Market

A minimum
trading unit:
100 shares

Total

26,505,581

26,505,581––(Note) The Company has been delisted from the Frankfurt Stock Exchange since March 2024.
(2) Share acquisition rights
1) Employee share option plans
Not applicable.
2) Rights plans
Not applicable.
3) Share acquisition rights for other uses
Not applicable.
(3) Exercises of moving strike convertible bonds, etc.
Not applicable.
(4) Changes in total number of issued shares, share capital and legal capital surplus

Date

October 1, 2018 (Note)

Changes in the Balance of thetotal number of total number of Changes in share Balance of share Changes in legal Balance of legal
issued sharesissued shares
capitalcapitalcapital surplus capital surplus(Thousands of (Thousands of (Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen)shares)shares)(106,022)

26,505–

6,716(Note) This is attributable to the Company’s one-for-five share consolidation of its common stock.

-35-

–

21,685(5) Shareholding by shareholder category
As of March 31, 2024
Status of shares (the minimum unit consists of 100 shares)

Category

Japanese
Financialfinancial
Government
Other
institutions instruments
and local
Japaneseandbusinessmunicipalities
corporations
insurance operators
companies

Foreign corporations,etc.
OthersIndividuals

Individuals,
othersStatus ofshares below
Total unit (Shares)

Number ofshareholders

–

30

26

184

81

34

27,16027,515–

Number ofshares held
(Units)–77,811

3,531

48,52819,173

76

115,581 264,700

35,581

Percentageof shares
–
29.40
1.33
18.33
7.24
0.03
43.66 100.00–
held (%)(Note) 1,650,685 shares of treasury shares consist of 16,506 units listed under “Individuals, others,” and 85 shares under “Status ofshares below unit.” The actual number of treasury shares is 1,650,685 as of March 31, 2024.
(6) Major shareholders

Name

Address

As of March 31, 2024
Percentage ofshares held to the
Number of
total number ofshares held
issued shares(Thousands of(excluding sharesshares)of treasury
shares) (%)

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

1-8-1 Akasaka, Minato-ku, Tokyo

2,243

9.02

Marudai Kyoei Kai

21-3 Midori-cho, Takatsuki-shi, Osaka

1,979

7.96

Kanematsu Corporation

119 Ito-machi, Chuo-ku, Kobe-shi, Hyogo
Prefecture

1,192

4.79

Komori Memorial Foundation

Inside the Head Office of Marudai Food Co., Ltd.
at 21-3 Midori-cho, Takatsuki-shi, Osaka

1,050

4.22

Sumitomo Mitsui Banking Corporation

1-1-2 Marunouchi, Chiyoda-ku, Tokyo

887

3.57

Sumitomo Mitsui Trust Bank, Limited

1-4-1 Marunouchi, Chiyoda-ku, Tokyo

864

3.47

Sumitomo Life Insurance Company

2-2-1 Yaesu, Chuo-ku, Tokyo

860

3.46

The Norinchukin Bank

1-2-1 Otemachi, Chiyoda-ku, Tokyo

642

2.58

Custody Bank of Japan, Ltd. (Trust
Account)

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

639

2.57

DFA INTL SMALL CAP VALUE
PORTFOLIO(Standing proxy: Citibank, N.A., Tokyo
Branch)PALISADES WEST 6300, BEE CAVE ROAD
BUILDING ONE AUSTIN TX 78746 US(6-27-30 Shinjuku, Shinjuku-ku, Tokyo)

381

1.53

–

10,741

43.21

Total

(Notes) 1. Number of shares held is rounded down to the nearest thousand.
2. Percentage of shares held is rounded down to the second decimal place.
3. The Company owns 1,650,685 shares of treasury shares but excludes itself from the major shareholders above.
4. Komori Memorial Foundation is a public interest incorporated foundation established in accordance with the last will of theCompany’s founding president, the late Mr. Toshiyuki Komori. This Foundation is aimed to provide monetary support forscholarship programs and academic research, among others, using the dividends, etc. gained by managing its base assets,
which mainly consist of the Company’s shares.
5. The following shares fall into the shares related to trust business:
The Master Trust Bank of Japan, Ltd. (Trust Account) 2,243 thousand shares
Custody Bank of Japan, Ltd. (Trust Account)
639 thousand shares-36-

(7) Voting rights
1) Issued shares
As of March 31, 2024
Category

Number of shares (Shares)

Number of voting rights(Units)

Details

–

–

–

–

–

–

–

–

–

(Treasury shares)
Common stock 1,650,600––

Shares without voting rights
Shares with limited voting rights(treasury shares, etc.)
Shares with limited voting rights(others)
Shares with full voting rights(treasury shares, etc.)
Shares with full voting rights(others)
Shares below one unit

Common stock 24,819,400
Common stock

Total number of issued shares

248,194–

35,581––

26,505,581––

Total voting rights held by all–
248,194–
shareholders(Note) The number of shares of common stock in “Shares below one unit” includes 85 treasury shares held by the Company.
2) Treasury shares, etc.

Shareholder

Address of shareholder

As of March 31, 2024
Number ofPercentage of
Number ofshares held Total number of shares held toshares held
under the names shares held the total number
under ownof others(Shares)of issued sharesname (Shares)(Shares)(%)(Treasury shares)
Marudai Shokuhin Kabushiki 21-3 Midori-cho, TakatsukiKaisha
shi, Osaka
Total

–

1,650,600–

1,650,600

6.22

1,650,600–

1,650,600

6.22

-37-

2. Acquisition and disposal of treasury sharesClass of shares, etc.:

Acquisition of common stock in accordance with Article 155, Items 3 and 7 of the Companies Act(1) Acquisition by resolution of shareholders meeting
Not applicable.
(2) Acquisition by resolution of board of directors meeting
Acquisition in accordance with Article 155, Item 3 of the Companies Act
Category

Number of shares (Shares)

Resolution at the meeting of the Board of Directors as ofAugust 28, 2023 (Acquired from August 29, 2023 to August29, 2023)

Total amount (Millions of yen)

182,000

305

Treasury shares acquired before the current fiscal year––

Treasury shares acquired during the current fiscal year

165,400

277

16,600

27

9.12

9.12

–

–

9.12

9.12

Total number and amount of remaining shares to be acquiredby resolution
Percentage of unexercised portion as of the end of the current
fiscal year (%)
Treasury shares acquired during the period reported
Percentage of unexercised portion as of the filing date (%)(Note) These shares were acquired through ToSTNeT-3, the off-auction treasury shares repurchase system of the Tokyo Stock
Exchange.
(3) Acquisition not based on resolution of shareholders meeting or board of directors meeting
Acquisition in accordance with Article 155, Item 7 of the Companies Act
Category

Number of shares (Shares)

Total amount (Millions of yen)

Treasury shares acquired during the current fiscal year

260

0Treasury shares acquired during the period reported

580(Note) “Treasury shares acquired during the period reported” does not include the number of shares below one unit acquired during
the period from June 1, 2024 to the filing date of this Annual Securities Report.
(4) Disposal of acquired treasury shares and number of treasury shares held
Current fiscal year
Category

Number of shares(Shares)

The period reported

Total amountdisposed(Millions of yen)

Number of shares(Shares)

Total amountdisposed(Millions of yen)

Acquired treasury shares for which
subscribers were solicited

–

–

–

–

Acquired treasury shares that were
disposed of

–

–

–

–

Treasury shares transferred due tomerger, stock exchange, stock delivery,
or corporate separation

–

–

–

–

Number of shares of treasury shares
1,650,685–
1,650,743–
held(Note) “Number of shares of treasury shares held” during the period reported does not include the number of shares below one unit
acquired during the period from June 1, 2024 to the filing date of this Annual Securities Report.

-38-

3. Dividend policy
The Company views the return of profits to shareholders as a key management issue. The Company will make it a basic policy tomaintain stable dividends, while taking into consideration consolidated earnings performance and financial conditions.
Our dividends of surplus are paid basically once a year as a year-end dividend, the amount of which is decided by the General
Meeting of Shareholders.
We intend to make effective use of internal reserves to strengthen our management foundation and competitiveness, aiming toincrease our corporate value further by establishing a profitable earnings basis.
Based on the abovementioned policy, we have decided on an ordinary dividend of 20 yen per share for the current fiscal year.
(Note) Dividends of surplus whose record date falls on the current fiscal year are as follows:
Total amount of dividends
Date of resolution
Dividends per share (Yen)(Millions of yen)
Resolution at the Ordinary General
Meeting of Shareholders held on June
497
27, 2024-39-

20

4. Corporate governance(1) Overview of corporate governance1) Basic policy on corporate governance
The Company’s basic policy on corporate governance is to commit ourselves to the corporate management to gain
credibility from consumers. Given the growing consumer interest in the food safety, we will strive to strengthen our quality
assurance system further to provide consumers with safer and healthier food products. To do so, we will establish a hygiene
management system in line with the comprehensive hygiene management system including the HACCP management system,and ensure that we appropriately label products in accordance with safety requirements as well as with laws and regulations.
The Company formulated the Marudai Food Group’s Code of Conduct in January 2004 to comply with the laws andregulations relevant to overall corporate operations as well as corporate ethics, and to further raise the awareness of theGroup’s Directors/Statutory Auditors and employees, aiming to be a company broadly supported in society by consumers,
shareholders, business partners, etc.

2) Overview of the Company’s corporate governance system and the reason for adopting this system
The Company’s systems for business execution and internal control, as well as the implementation status of measures, areas follows:(The Company’s administrative bodies)
The Company has the General Meeting of Shareholders, the Board of Directors, the Sustainability Committee, theNomination and Remuneration Committee, the Management Meeting, the Executive Officers’ Meeting, and the Group
Meeting as management bodies to maintain a system for swift decision-making and business execution. Meanwhile, theCompany also has the Risk Management Committee, the Compliance Committee and the Corporate Ethics Committee inplace to maintain a system of continuously monitoring and supervising the status of the Company’s compliance with laws
and regulations. Since we have judged that each Statutory Auditor as well as the Board of Statutory Auditors has beenfunctioning as a supervisor to management, we have chosen to be a Company with a Board of Statutory Auditors.
A. Board of Directors
In addition to a monthly regular meeting, the Board of Directors holds an extraordinary meeting in a timely manner, if
necessary, to make decisions on material matters related to management and to oversee each Director’s execution of theirduties. We have six Directors, two of whom are Outside Directors including one woman. By appointing talent with
abundant experience and advanced expertise and techniques as Directors, we are striving to make our operations moretransparent and fairer. The Board of Directors mainly discusses the following matters:- Matters related to management policy and Medium-Term Management Plan
- Matters related to strengthening of corporate governance- Matters related to the internal control system including compliance and risk management-40-

Members: Nine, of whom two are Outside Directors and two others are Outside Statutory Auditors
Title and position

Attendance

Remarks◎ Tokuo Kudara

10 out of 13 meetings (77%)–

Yuji Sato

13 out of 13 meetings (100%)–

Shigeki Fukushima

13 out of 13 meetings (100%)–

Directors

Toshio Tanaka

13 out of 13 meetings (100%)–

Director (Outside)

Masahiro Fuchizaki

13 out of 13 meetings (100%)–

Director (Outside)

Keiko Kaneko

12 out of 13 meetings (92%)–

Full-time Statutory Auditor
Full-time Statutory Auditor(Outside)

Toru Miyachi

12 out of 13 meetings (92%)

Takashi Matsuzawa

13 out of 13 meetings (100%)

Toshiaki Azuma––
Retired onJune 27, 2024
Assumed officeon June 27,
2024

Director and Chairman; Chairof the Board of Directors
President and Representative
Director
Managing Director

Full-time Statutory Auditor(Outside)

Name

Part-time Statutory Auditor
Motoaki Nishimura 13 out of 13 meetings (100%)–(Outside)
The mark of ◎ stands for Chair.
B. Risk Management Committee
We have the Risk Management Committee in place, chaired by President and Representative Director, which engages
in risk management to respond to any potential risks. This committee estimates potential corporate risks in advance toprevent them from occurring, and should any of such risks occur and emerge, the committee resolves it as soon as possible
and takes measures to prevent recurrence of it.
C. Sustainability Committee
We have the Sustainability Committee in place, chaired by President and Representative Director, which engages insocially and environmentally friendly operations. By so doing, we promote the Group Sustainability Basic Policy andSustainability Action Guidelines as part of our responsibility for contributing to the development of a sustainable society.
The Sustainability Committee regularly reports to the Board of Directors about sustainability-related matters of the Group,
striving to realize our sustainable growth and enhanced corporate value.
D. Nomination and Remuneration Committee
We have the Nomination and Remuneration Committee in place to ensure the transparency and objectivity of the process
to decide the candidates for Directors and Statutory Auditors and to decide Directors’ remuneration. The Nomination andRemuneration Committee comprises three members, two of whom are Independent Outside Directors, and deliberates
nomination and remuneration, etc. and advises the Board of Directors.
- Matters related to the election of candidates for Directors and Statutory Auditors- Matters related to the dismissal of Directors and Statutory Auditors- Matters related to the selection and dismissal of Representative Director- Matters related to the plan for successors- Matters related to the policy for deciding Directors’ remuneration, etc.
- Matters related to the decision of each Director’s remuneration, etc.
Members: Three, two of whom are Outside Directors
Title and position
Name
Attendance
Remarks
Director and Chairman; Chair of
Two out of two meetings (100%)–◎ Tokuo Kudara
the Board of Directors
Director (Outside)

Masahiro Fuchizaki

Two out of two meetings (100%)–

Director (Outside)
Keiko Kaneko
Two out of two meetings (100%)–
The mark of ◎ stands for Chair.
E. Management Meeting
The Management Meeting comprises full-time Directors and is attended by those other than full-time Directors, if
necessary. It is held twice a month, in principle, to deliberate in advance matters subject to resolution by the Board of
Directors and to deliberate and examine other material matters related to management.
F. Executive Officers’ Meeting
We have introduced an executive officer system, in which Executive Officers execute their duties under the direction of
President and Representative Director in accordance with the decisions by the Board of Directors. The Executive Officers’
Meeting comprises Directors including Outside Directors, Statutory Auditors, and Executive Officers. It is held once every
six months, in principle, to report, deliberate, and examine Executive Officers’ execution of their duties.
G. Group Meeting
The Group Meeting comprises Directors including Outside Directors, Statutory Auditors, and presidents of major
subsidiaries. It is held once every six months, in principle, to report, deliberate, and examine subsidiaries’ operating results,financial conditions, and other material matters.
H. Compliance Committee
We have the Compliance Committee in place, chaired by an Independent Outside Director, to oversee the Group’s
compliance situation and promote observance of laws. With regard to the Compliance Awareness Survey that covers all
the employees of the Group, the Compliance Committee reports to the Board of Directors on the survey results in addition-41-

to the cases, etc. deliberated at the Corporate Ethics Committee. By so doing, it strives to raise the awareness aboutcompliance based on corporate ethics and to make the importance of such compliance thoroughly understood, in addition
to the importance of observance of laws.
I. Corporate Ethics Committee
We have the Corporate Ethics Committee in place, chaired by a Director. It conducts fact-finding surveys concerning
violations of corporate ethics, the cases reported by an insider, etc., and examines and formulates prevention measures.
J. Statutory Auditors and the Board of Statutory Auditors
We have three Statutory Auditors, two of whom are Outside Statutory Auditors, one of whom is a full-time Statutory
Auditor. Statutory Auditors attend the meeting of the Board of Directors and other material meetings and hold a regularmeeting to exchange views with Directors, Executive Officers, and employees, to oversee Directors’ business execution.
The meeting of the Board of Statutory Auditors is held once a month, in principle, to resolve, discuss, and deliberatematerial matters related to the audit policy and plan as well as audits. The Board of Statutory Auditors has a system inplace to grasp the Group’s condition in a timely and appropriate manner by closely working with the Accounting Auditor
and the internal auditing departments.
K. Internal Audit Office
We have the Internal Audit Office under the direct authority of President and Representative Director as one of theinternal auditing departments that conducts the Group’s internal business audits and evaluates the status of its internal
control. It comprises eight members and works closely with Statutory Auditors concerning the results of audits andevaluation.
3) Other matters related to corporate governance
Basic policy on internal control system and the establishment of such system
A. Basic policy
The Company strives to appropriately establish and operate its internal control system so that all the companies anddepartments of the Group can fulfill their own roles, with the aim of achieving its corporate philosophy and operationaltargets and of improving its corporate value and sustainably growing.
With regard to the internal control system, the Internal Audit Office, under the direct authority of President andRepresentative Director, plays a core role in evaluating how the internal control system is implemented at the Company’s
individual departments and the Group’s companies overall and in making proposals accordingly.
The Company resolved a proposal for the “Systems for Ensuring Proper Business Activities (internal control system)”stipulated by the Companies Act and the Regulations for Enforcement of the Companies Act at the meeting of the Boardof Directors held in May 2006, and resolved a proposal for partially amending the said resolution at the meeting of theBoard of Directors held in May 2023. We will continue to enhance transparency of our overall management through active
disclosure of information.
B. Business execution and internal control system(A) A system to ensure that Directors and employees execute their duties in compliance with laws and regulations as wellas with the Articles of Incorporation of the Company- The Directors and employees of the Company and its subsidiaries shall execute their duties in accordance with the
Marudai Food Group’s Code of Conduct, which stipulates the observance of laws and regulations, the Articles ofIncorporation, the internal rules and social ethics.
- The Compliance Committee, chaired by an Independent Outside Director, shall oversee the Group’s overall
compliance situation and promote observance of laws and regulations, etc.
- The Company shall formulate the Marudai Food Group’s Whistleblowing Rules as part of our internal whistleblowing
system, establish internal/external consultation desks as whistleblowing contact points and make Directors andemployees fully understand them to prevent any violation of laws and regulations or the Articles of Incorporation. In
addition, the Company shall ensure the anonymity of whistleblowers and will never treat them unfavorably.
(B) A system to store and manage the information related to Directors’ execution of duties- We shall appropriately store and manage the minutes of the meeting of the Board of Directors and relevant documents,
as well as the material information, etc. related to Directors’ execution of duties, in accordance with the Document
Rules.
(C) Rules and other systems to manage the risk of loss
- The Company and its subsidiaries shall formulate the Marudai Food Group’s Risk Management Rules to establish andimplement a system that ensures food safety as a group of food companies and that prepares us to respond swiftly inthe event of a material accident or natural disaster.
- The Company and its subsidiaries shall, in the event that a crisis occurs or possibly occurs, establish the Risk
Management Committee to swiftly gather and communicates information; and makes decisions and gives directions
without delay.
(D) A system to ensure Directors’ efficient execution of duties- The Company shall make a swift and appropriate decision on management matters at a regular meeting of the Boardof Directors after deliberating such matters in advance at the Management Meeting, in accordance with the Rules for
the Board of Directors and the Guidelines for Operation of the Board of Directors.
- We shall formulate the Rules for Division of Duties and Authority for Organization to ensure that the Directors andemployees of the Company and its subsidiaries efficiently execute duties. By so doing, we shall set standards forduties and authority, our chain of command, and other organizational matters to clarify the division of roles, etc.
among the Directors and employees of the Company and its subsidiaries.

-42-

(E) A system to ensure the appropriateness of the business activities by the group consisting of the Company and its
subsidiaries- In the Company, the Internal Audit Office, independent of the business execution departments, is striving to strengthen
the audit function and internal control, and shall audit the operating status of the Group’s business and regularly
report to the Board of Directors and the Board of Statutory Auditors about how our compliance system is establishedand operated.
- The Company has established a system where, when any subsidiary of the Company makes a decision on manageriallymaterial matters, such subsidiary shall seek prior approval for, and report on, such material matters, etc. from/to theCompany, based on the Rules for Division of Duties and Authority for Organization.
(F) Matters related to the report to the Company about execution of duties by Directors, etc. of its subsidiaries- The Company regularly holds the Group meetings attended by Directors of the Company and directors of its major
subsidiaries, where the subsidiaries are obliged to regularly report about their operating results, financial conditions,and other material information.
- The Company shall have a system in place for its subsidiaries to report without delay to the Company about material
matters that could affect the Company’s operations, including an event that might cause the Company material
damage or an event that is in violation of laws and regulations or the Articles of Incorporation.
(G) Matters related to any employee hired as an assistant for Statutory Auditors if requested by them as well as mattersrelated to the said employee’s independence from Directors and the enforceability of directions- If Statutory Auditors request that we hire an employee as an assistant to effectively conduct the audits by Statutory
Auditors, Directors shall properly deploy personnel after discussion with Statutory Auditors.
- Any decision on personnel matters concerning the employee as an assistant for Statutory Auditors, including thenomination, transfer, and evaluation of the said employee, shall necessitate the prior consent of the Board of Statutory
Auditors. Any directions to such employee shall be given by Statutory Auditors.
(H) A system for Directors and employees of the Company and its subsidiaries to report to Statutory Auditors, systems
related to other reports to Statutory Auditors and a system to prevent anyone who has reported to Statutory Auditorsfrom being treated unfavorably on grounds of making such report- We shall have a system in place in which the Directors and employees of the Company and its subsidiaries shall reportto Statutory Auditors without delay about any event that might cause the Company or its subsidiaries material damage,any case, etc. that is in violation of laws and regulations or the Articles of Incorporation, any case in which such
Directors or employees have received a report about the abovementioned event or case, or any report to thewhistleblowing contact points.
- The Company’s Internal Audit Office and the Quality Assurance Dept. shall report to Statutory Auditors about audit
results regularly and if necessary.
- The Company and its subsidiaries shall formulate an internal rule that bans treating unfavorably anyone who hasreported to Statutory Auditors of the Company on grounds of making such report and make the Directors andemployees of the Company and its subsidiaries fully understand the rule.
(I) Other systems to ensure that Statutory Auditors’ audit is effectively conducted- The Board of Statutory Auditors shall hold a regular meeting to exchange views with Representative Director andDirectors including Outside Directors and work closely with the Accounting Auditor and the internal auditing
departments, including the Internal Audit Office and the Quality Assurance Dept.
- If Statutory Auditors request prepayment or reimbursement of the expenses incurred when Statutory Auditors execute
duties, the Company shall promptly deal with such expenses or obligations.
C. Initiatives to eliminate antisocial forces(A) Basic policy for eliminating antisocial forces
The Company shall act in accordance with the Guidelines for Enterprises to Prevent Damage Caused by Antisocial
Forces (Agreement at a Meeting of Cabinet Ministers Responsible for Anti-Crime Measures as of June 19, 2007) andalso in conformity with the Basic Principle resolved at the meeting of the Board of Directors held on January 28, 2008.
(B) Status of establishment of measures to eliminate antisocial forces
a. We work on an initiative to eliminate antisocial forces as a corporate body, with the General Affairs Section of theGeneral Affairs and Human Resources Dept. serving as the secretariat for such an initiative.
b. We work together with outside specialist bodies: police stations throughout Japan, Osaka Center for Removal of
Criminal Organizations, and Osaka Corporate Defense Countermeasures Federation.
c. We have no relationship with any antisocial forces, including any business relationship.
d. Should we face any civil or criminal case against antisocial forces, we shall act in accordance with instructions fromour corporate lawyer.
e. Not only to ban doing any behind-the-scenes deal with antisocial forces and supplying funds to them, have we been
putting all our energies into our corporate-wide efforts to make the Three No Campaign to Eliminate Antisocial Forces,“No fears, no money, and no use,” fully understood throughout our corporate operations.

-43-4) Overview of limited liability agreement
Pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation, the Company has entered into
agreement with all of its Outside Directors and Statutory Auditors to limit their liability for damages pursuant to Article 423,
Paragraph 1 of the Companies Act. The maximum amount of the liability for damages pursuant to the agreement shall be theamount stipulated by laws and regulations. This limited liability is applicable only if such Outside Directors and Statutory
Auditors conducted the duty that has caused liability in good faith and without gross negligence.
5) Overview of a directors and officers (D&O) liability insurance agreement
The Company has entered into a directors and officers (D&O) liability insurance agreement provided for in Article 430- 3,
Paragraph 1 of the Companies Act with an insurance company, with its Directors and Statutory Auditors as the insured. The
insurance covers the damages that may arise when the insured assumes liability for the execution of his or her duties or
receives a claim related to the pursuit of such liability. Insurance premiums are fully paid by the Company. Such insurance
agreement is scheduled to be renewed during their term of office as Directors and Statutory Auditors.
6) Requisite number of Directors
The Company stipulates in its Articles of Incorporation that the Board of Directors shall comprise not more than ten
Directors. With Directors having diverse specialties and experiences, the Board of Directors shall oversee business execution
and make a material decision while ensuring swiftness.
7) Requirement for resolution of the election of Directors
The Company stipulates in its Articles of Incorporation that a resolution for the election of Directors shall be passed withthe presence of shareholders who represent one-third or more of the total voting rights, and by a majority of the voting rights
held by those shareholders present entitled to exercise their voting rights, but not by cumulative votes.
8) Purchase of treasury shares
The Company stipulates in its Articles of Incorporation that it may purchase its own shares via the market, etc., subject toa resolution of the Board of Directors in accordance with Article 165, Paragraph 2 of the Companies Act. This is aimed toflexibly carry out management measures such as financial policy in response to any changes in economic conditions.
9) Requirement for special resolution at the General Meeting of Shareholders
The Company stipulates in its Articles of Incorporation that special resolutions as stipulated in Article 309, Paragraph 2 of
the Companies Act shall be passed with the presence of shareholders who represent one-third or more of the total voting
rights, and by two-thirds or more of the voting rights held by those shareholders present entitled to exercise their voting rights.
This is aimed to maintain smooth operation of the General Meeting of Shareholders.
10) Transactions with related parties
In the case of conducting transactions with related parties, such as Directors or major shareholders, the Company requires
the approval at the meeting of the Board of Directors in accordance with its internal rules.

-44-

(2) Directors (and other officers)
1) List of Directors/Statutory Auditors
Male: 8, Female: 1 (Ratio of female to Directors/Statutory Auditors: 11.1%)

Title and position

President andRepresentative
Director

Name

Date of birth

Career summary

March 1983
April 2013
April 2018
Yuji Sato

December 25,
1964

April 2021
June 2021

Director and Chairman

Tokuo Kudara

February 2,
1939

Managing Director,
General Manager ofMeat Business Dept.

Shigeki Fukushima

October 9,
1963

February 1960
March 1970
April 1973
October 1981
April 2001
June 2019
June 2021
April 1987
April 2011
April 2017
June 2017
April 2021
April 2022
April 2023
June 2023
April 1985
April 2019

Director in charge ofGeneral Affairs andHuman Resources
Dept. and Quality
Assurance Dept.

June 2021
Toshio Tanaka

January 9,
1963
April 2023
April 2023
April 1979
April 2007
April 2008
May 2009
June 2009
April 2010

Director

Masahiro Fuchizaki

April 8, 1956

As of June 28, 2024

April 2011

June 2011
April 2012
May 2015
June 2019
June 2020
June 2021-45-

Joined the Company
Executive Officer
President and Representative Director,
Azumino Food Co., Ltd.
Managing Executive Officer of theCompany
President and Representative Director (topresent)
Joined the Company
General Manager, Purchasing Dept.
Director
Managing Director
President and Representative Director
Chairman and Representative Director
Director and Chairman (to present)
Joined the Company
Executive Officer
Senior Executive Officer
Director
Managing Director
President and Representative Director,
Marudai Meat Co., Ltd. (to present)
Managing Executive Officer of theCompany
Managing Director (to present)
Joined the Company
Executive Officer, General Manager ofGeneral Affairs and Human Resources Dept.
and General Manager of Environmental
Protection OfficeDirector in charge of Quality Assurance
Dept., General Manager of General Affairs
and Human Resources Dept. and General
Manager of Environmental Protection OfficeDirector in charge of General Affairs andHuman Resources Dept. and Quality
Assurance Dept. (to present)
President and Representative Director,
Marudai Service Co., Ltd. (to present)
Joined The Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
Executive Officer, General Manager ofOperations Planning Dept., Sumitomo Mitsui
Banking Corporation
Executive Officer, Deputy Officer in chargeof Operations Planning Dept. and Operations
Promotion Dept.
Advisor, JSOL Corporation
Director, Senior Managing Director
Managing Executive Officer, Sumitomo
Mitsui Banking Corporation
Managing Executive Officer, Sumitomo
Mitsui Financial Group, Inc.
Director, The Japan Research Institute,
LimitedDirector, Sumitomo Mitsui Financial Group,
Inc.
Director and Senior Managing Executive
Officer Sumitomo Mitsui Banking
Corporation
Representative Director, President and CEO,The Japan Research Institute, Limited
Director and Chairman
Special Advisor (to present)
Outside Director of the Company (topresent)

Number ofshares of theCompanyTerm
held(Shares)

(Note
3)

6,100

(Note
3)

42,400

(Note
3)

3,900

(Note
3)

1,700

(Note
3)

–

Title and position

Name

Date of birth

Career summary

April 1981
April 2007
April 2014
October 2014
Director

Keiko Kaneko

November 27,
1958

June 2016
April 2018
June 2019

April 1983

Senior researcher, Center for International
Economic Collaboration
Outside Director, KYOKUTO KAIHATSU
KOGYO CO., LTD. (to present)
Joined the Company

June 2008

Statutory Auditor, Marudai Service Co., Ltd.

June 2018

Retired from the position of Statutory Auditorof Marudai Service Co., Ltd.
General Manager of General Affairs andAccounting Dept., Pioneer Foods Co., Ltd.
Director

April 2022
June 2022

Full-time Statutory
AuditorToru Miyachi

September 1,
1959

April 2020
June 2020
June 2021
April 1987
July 2008
July 2009
July 2010
July 2012

Full-time Statutory
AuditorJuly 2015
Toshiaki Azuma

May 22, 1964

April 2017
June 2017
April 2022

June 2024
April 1972
June 2012
Statutory Auditor

Motoaki Nishimura

July 9, 1943

Joined Matsushita Electric Industrial Co., Ltd.
(currently Panasonic Corporation)
General Manager, Information Security
Division
Assistant to Director, Senior Counsel for
Personal Information Protection, Legal
Division
General Manager, Security Compliance
Division, Benesse Holdings, Inc.
General Manager, Information Security
Division
Associate Professor, Department of Business
Law, Faculty of Business Administration,
Osaka University of Economics
Outside Director of the Company (to present)

June 2013
June 2015

Total

Number ofshares of theCompanyTerm
held(Shares)

(Note
3)

–

(Note
4)

300

(Note
5)

–

(Note
6)

–

Full-time Statutory Auditor of the Company (topresent)
Joined The Norinchukin Bank
Deputy General Manager, JA Bank System
Guidance & Consultation Division
Deputy General Manager, Investment &Lending Planning Division
Seconded to National Federation of Fisheries
Co-operative Associations
Sapporo Branch Manager
General Manager, JF Marine BankManagement Division
Joined SEIBU HOLDINGS INC.
Seconded to SEIBU PROPERTIES INC.
Director, Senior Executive Officer, General
Manager, Accounting Department
Seconded to SEIBU REALTY SOLUTIONS
INC.
Director, Senior Executive Officer, General
Manager, Accounting Department, SEIBUREALTY SOLUTIONS INC.
Outside Statutory Auditor of the Company (topresent)
Registered as attorney-at-law (Osaka Bar
Association)
Outside Auditor, Nikkato Co., Ltd.
Outside Statutory Auditor of the Company (topresent)
Outside Director (Audit & Supervisory
Committee Member), Nikkato Co., Ltd. (topresent)

54,400(Notes) 1. Directors Mr. Masahiro Fuchizaki and Ms. Keiko Kaneko are Outside Directors.
2. Statutory Auditors Mr. Toshiaki Azuma and Mr. Motoaki Nishimura are Outside Statutory Auditors.
3. The term of office for Directors is from the conclusion of the Ordinary General Meeting of Shareholders for the fiscal
year ended March 31, 2023, to the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year
ending March 31, 2025.
4. The term of office for Statutory Auditor Mr. Toru Miyachi is from the conclusion of the Ordinary General Meeting of
Shareholders for the fiscal year ended March 31, 2021, to the conclusion of the Ordinary General Meeting of
Shareholders for the fiscal year ending March 31, 2025.
5. The term of office for Statutory Auditor Mr. Toshiaki Azuma is from the conclusion of the Ordinary General Meeting of
Shareholders for the fiscal year ended March 31, 2024, to the conclusion of the Ordinary General Meeting of
Shareholders for the fiscal year ending March 31, 2028.
6. The term of office for Statutory Auditor Mr. Motoaki Nishimura is from the conclusion of the Ordinary General Meetingof Shareholders for the fiscal year ended March 31, 2023, to the conclusion of the Ordinary General Meeting of
Shareholders for the fiscal year ending March 31, 2027.

-46-

7. In order to ensure that the number of incumbent Statutory Auditors does not fall short of that required by laws andregulations, the Company has nominated one substitute Statutory Auditor as stipulated in Article 329, Paragraph 3 of theCompanies Act.
The career summary of the candidate for substitute Statutory Auditor is as follows.
Name

Date of birth

Career summary
April 1990

Kenji Tabuchi

May 18, 1959

April 1995
June 2001

Registered as attorney-at-law (Osaka Bar
Association)
Joined Tsukaguchi Law OfficeOpened Tabuchi Law OfficeTerm

Number ofshares of theCompany held
(Shares)(Note)–

Opened Tabuchi Nishino Law Office (topresent)(Note) The term of office for a substitute Statutory Auditor is from the conclusion of the Ordinary General Meeting of
Shareholders for the fiscal year ended March 31, 2024, to the beginning of the Ordinary General Meeting of
Shareholders for the fiscal year ending March 31, 2025.
2) Outside Directors (and other officers)
We have two Outside Directors and two Outside Statutory Auditors.
Mr. Masahiro Fuchizaki has a wealth of experience and profound insight through his involvement in corporate management
over the years. He is providing advice concerning overall management of the Company and is fulfilling his duties as an
Outside Director of the Company. For these reasons, the Company judges that he is a suitable person to oversee businessexecution of the Company in its pursuit of sustainable growth and medium- to long-term enhancement of corporate value.
Ms. Keiko Kaneko has professional knowledge in the legal and information security operations as well as a wealth ofexperience and profound insight. She is providing advice concerning overall management of the Company and is fulfillingher duties as an Outside Director of the Company. For these reasons, the Company judges that she is a suitable person to
oversee business execution of the Company in its pursuit of sustainable growth and medium- to long-term enhancement ofcorporate value.
Mr. Toshiaki Azuma has years of experience at a financial institution and profound insight into financial and accounting
affairs and is contributing to enhancing the Company’s audit systems. For these reasons, the Company judges that he isindispensable for the Company’s audit systems.
Mr. Motoaki Nishimura has a high level of expertise and profound insight as an attorney-at-law. He performs his duties ofmonitoring and supervision of the management from a professional, neutral and objective point of view and contributes tothe enhancement of corporate governance of the Company. For these reasons, the Company judges that he is indispensablefor the Company’s audit systems.
There are no human relationships, financial relationships, transaction relationships, or any other interests between Outside
Directors/Statutory Auditors and the Company.
We have formulated and made public our Independence Standards for Outside Directors/Statutory Auditors as the specificcriteria for us to make a judgment concerning their independence, based on the independence criteria set forth by a relevant
financial instruments exchange.
The Independence Standards for Outside Directors/Statutory Auditors formulated by the Company are as follows:[Independence Standards for Outside Directors/Statutory Auditors]
If any of the following attributes applies to an Outside Director/Statutory Auditor of the Company, the Company
judges that such Outside Director/Statutory Auditor is not fully independent from the Company.
(1) An executive person (Note 1) of the Company or consolidated subsidiaries of the Company (hereinafter referred to as
the “Marudai Food Group”)(2) A party to whom any of 1) to 9) below applied in the past three years
1) A party whose principal business partner is the Marudai Food Group (Note 2) or its executive person
2) A principal business partner of the Marudai Food Group (Note 3) or its executive person
3) A principal lender to the Marudai Food Group (Note 4) or its executive person4) A major shareholder (directly or indirectly holding 10% or more of the total voting rights) of the Company or its
executive person5) A party of which the Company is a major shareholder (directly or indirectly holding 10% or more of the total voting
rights) or its executive person6) A party affiliated with an audit firm that is the Accounting Auditor of the Marudai Food Group
7) A party who received remuneration exceeding 10 million yen a year excluding the Directors’ or Auditors’
remuneration
8) A party who received donations exceeding a certain limit (Note 5) from the Marudai Food Group or its executive
person9) An executive person of an entity for which an executive person of the Marudai Food Group serves as a
Director/Statutory Auditor-47-

(3) The spouse or relative in the second degree of kinship of a party to whom (1) or (2) above applies and who holds animportant position (Note 6)(Notes)1. An “executive person” means an executive director, an executive officer, a general manager, a party in a similar
position, and an employee of an organization such as a corporation.
2. A “party whose principal business partner is the Marudai Food Group” means a party who received payment fromthe Group equal to 2% or more of the party’s consolidated annual sales in the most recent fiscal year.
3. A “principal business partner of the Marudai Food Group” means a party whose payment to the Company was equal
to 2% or more of the Company’s consolidated annual sales in the most recent fiscal year.
4. A “principal lender to the Marudai Food Group” is a lender from which the Marudai Food Group borrows an amountequal to 2% or more of consolidated total assets.
5. “Donations exceeding a certain limit” means donations to an organization such as a corporation that amount to 10
million yen a year or more or that are equal to 2% or more of net sales or total revenues of such organization,
whichever is larger.
6. A “party who holds an important position” means a director, an executive, an executive officer, or a party who
executes important business and holds the position of general manager or higher.
In light of guaranteeing the objectivity and independence of the Board of Directors overall, the Company has notified theTokyo Stock Exchange of Outside Directors Mr. Masahiro Fuchizaki and Ms. Keiko Kaneko and Outside Statutory Auditors
Mr. Toshiaki Azuma and Mr. Motoaki Nishimura as Independent Directors/Statutory Auditors, in accordance with thestandards above.
If the Company’s Outside Directors/Statutory Auditors concurrently serve as director or auditor at publicly listedcompanies other than the Company, they will limit the liabilities they assume to a reasonable range, taking into consideration
their own fiduciary duties.
Outside Directors contribute to strengthening our corporate governance by providing advice concerning overallmanagement of the Company while overseeing its management. Outside Statutory Auditors’ efforts to conduct effective audits
include overseeing business execution of the Company in light of the professional knowledge in financial and legal areas
they have acquired through abundant operational experience; closely working with the Internal Audit Office, a supervising
department in charge of internal audits and control; and exchanging information and views with the Accounting Auditor. With
regard to our elected Outside Directors/Statutory Auditors, we consider that the current system to oversee and supervise
business execution of the Company is adequate, given our business scale, operations, etc.
(3) Audits
1) Audits by Statutory Auditors
A. Organization and personnel of the Board of Statutory Auditors
The Statutory Auditors of the Company comprises three members: two full-time Statutory Auditors (including one
Outside Statutory Auditor) and one part-time Statutory Auditor (Outside Statutory Auditor). The two Outside Statutory
Auditors satisfy the requirements for Independent Statutory Auditors set forth by the Company. Full-time Statutory Auditor
Mr. Toru Miyachi has a wealth of operational experience in the Company’s general affairs and human resources department
and corporate strategy department, among others, and extensive knowledge derived from his past positions such as Director
at the Group company. Full-time Statutory Auditor (Outside Statutory Auditor) Mr. Toshiaki Azuma has abundant
knowledge about financial and accounting affairs through his experience and expertise in financial institutions over theyears. Outside Statutory Auditor Mr. Motoaki Nishimura has abundant knowledge and experience and profound insight as
an attorney-at-law and performs monitoring and provides suggestions from objective and neutral point of view.
We have no full-time staff members who provide support for the Board of Statutory Auditors. We instead have a system
in which each department provides Statutory Auditors in a timely and accurate manner with the information, material, etc.
necessary for them to execute duties.
B. Operation of the Board of Statutory Auditors
In principle, the meetings of the Board of Statutory Auditors are held once a month in accordance with the Rules for the
Board of Statutory Auditors, but it is also held as required. During the current fiscal year, a total of 14 meetings of theBoard of Statutory Auditors were held, and the following shows the attendance of each full-time Statutory Auditor andpart-time Statutory Auditor at meetings of the Board of Statutory Auditors and meetings of the Board of Directors:
Rate of attendance at
Rate of attendance atTitle and positionNamemeetings of the Board
meetings of the Boardof Statutory Auditors
of Directors
93%
92%
Full-time Statutory Auditor
Toru Miyachi(13 out of 14 meetings) (12 out of 13 meetings)
Full-time Statutory Auditor
100%
100%
Takashi Matsuzawa(Outside)(14 out of 14 meetings) (13 out of 13 meetings)
Part-time Statutory Auditor
100%
100%
Motoaki Nishimura(Outside)(14 out of 14 meetings) (13 out of 13 meetings)(Note) Mr. Takashi Matsuzawa retired due to the expiration of term of office upon the conclusion of the Ordinary
General Meeting of Shareholders held on June 27, 2024.
The Board of Statutory Auditors resolves, discusses, and reports on material matters related to audit in accordance withlaws and regulations, and the Rules for the Board of Statutory Auditors.
Main agenda addressed at the meeting of the Board of Statutory Auditors is as follows:-48-

Matters to be resolved

Matters to be discussed

Matters to be reported

The Board of Statutory Auditors’ Report; audit policy, plans and division of duties;
reappointment of the Accounting Auditor; consent to the audit remuneration received by
the Accounting Auditor; and consent to the election of Statutory Auditors and SubstituteStatutory Auditor
Exchange of opinions regarding the Board of Directors; evaluation of the Accounting
Auditor; audit policy; drafting of audit plans; details of regular interviews withRepresentative Director and Directors; and matters related to the General Meeting of
Shareholders, among others
Status of execution of duties by Statutory Auditors; report on the confirmation letter of
execution of duties by Directors; business report; details of the meeting of the Risk
Management Committee; and details of the annual securities report, among others

C. Activities of Statutory Auditors and the Board of Statutory Auditors
Three Statutory Auditors attend meetings of the Board of Directors to audit how proceedings are managed and what are
resolved, and express opinions as necessary. In addition, the Board of Statutory Auditors holds regular meetings twice ayear with President and Representative Director and Director and Chairman who also serves as Chair of the Board of
Directors and Chair of the Nomination and Remuneration Committee. At these meetings, the Board of Statutory Auditors
exchanges opinions with them on material audit issues, issues that the Company should address, and matters concerning
how to respond to legislative amendments, and also provides explanations of audit plans and the status of audit
implementation as appropriate.
Main activities and division of roles
Activities

Full-time Statutory Auditor

Part-time Statutory Auditor

Attendance at meetings of the Board of
Directors〇〇

Attendance at the Executive Officers’ Meeting〇–

Attendance at the Group Meeting〇–

Individual interviews with Representative
Director and Directors〇〇

Individual interviews with Executive Officers

〇

〇

〇

〇

〇

–

〇

–

Visiting of major bases for audit〇–

Visiting of major subsidiaries for audit〇–

Information sharing and dialogue with theinternal auditing departments〇〇

Communication with the Accounting Auditor〇〇

Attendance at the communication meetings for
Outside Directors/Statutory Auditors (Note)
Attendance at meetings of the Compliance
Committee (Note)
Attendance at meetings of the Risk
Management Committee(Note) An Internal Statutory Auditor attends these meetings as observers in accordance with our internal rules andguidelines.
D. Details of cooperation with the Accounting Auditor
Details of cooperation between the Accounting Auditor, KPMG AZSA LLC, and the Board of Statutory Auditors are as
follows:
Details

Month

Provision of information on matters necessary for audit

April

Communication about key audit matters (KAM)

April, May, and June

Auditors’ report based on the Companies Act

May

Auditors’ report based on the Financial Instruments and Exchange Act

June

Report on internal control (proceedings and audit results)
Summarized explanation on audit plans

May and June
July

Report on results of Quarterly Consolidated Financial Statements (1st,
2nd, and 3rd quarters)
Communication about the next fiscal year’s audit-49-

August, November, and February
MarchE. Details of cooperation with the internal auditing departments
Statutory Auditors closely work in mutual cooperation with the internal auditing departments (the Internal Audit Officeand the Quality Assurance Dept.) and statutory auditors of the Group companies, by exchanging information and views
with them and holding discussions about relevant issues to conduct effective audits.
Cooperation with the internal auditing departments
Department

Details
Audit results for the first half of the fiscal year andprogress of internal control
Audit results for the second half of the fiscal year andfull-year audit results

Internal Audit Office

Quality Assurance Dept.

in common

Month
October
April

Full-year audit results

April

Report on audit plans and adjustment

May

Report on internal control and evaluation

June

Report on audit for the first half of the fiscal year

October

Report on full-year audit

AprilInterview about reappointment of an audit firm

March

Report on audit of bases and Group companies

Monthly2) Internal audits
We have the Internal Audit Office, which comprises eight members, under the direct authority of President andRepresentative Director as one of the internal auditing departments, which conducts business audits and internal control
evaluation based on the Financial Instruments and Exchange Act. It makes a fair and objective judgment about whether theGroup’s business has been executed properly in terms of compliance with laws and regulations, operational efficiency,
credibility of financial statements, and preservation of assets, and provides advice or recommendations accordingly. It strives
to enhance the internal auditing functions by conducting checkup of improvement status and follow-up.
The Internal Audit Office reports to personnel in charge of relevant departments about results of internal audits as necessary,and also to the Board of Directors and the Board of Statutory Auditors directly to ensure the effectiveness of internal audits.
The Internal Audit Office also exchanges views with an audit firm as the Accounting Auditor about the information on theinternal control status, risk evaluations, etc. obtained by the audit firm as well as about audit results, maintaining close
cooperation with the audit firm.
3) Accounting audits
A. Name of the audit firm
KPMG AZSA LLC
B. Consecutive auditing period
33 years
C. Certified public accountants engaged in the accounting audit services
Designated Limited Liability Partner
Engagement Partner Takahide Nakahata
Designated Limited Liability Partner
Engagement Partner Satoru Komatsuno
Neither of them has engaged in the Company’s audits for more than seven consecutive fiscal periods.
D. Assistants for the accounting audits
Certified Public Accountant:
Persons who have passed the CPA examination:
Other

17 persons
9 persons24 persons

E. Policy and reason for selecting audit firm
The Board of Statutory Auditors has set the following policy: it shall verify the appropriateness of the reason why the
executive management departments have selected the Accounting Auditor as a candidate for the Company’s Accounting
Auditor and the appropriateness of the process in which the executive management departments have examined candidates
for an Accounting Auditor; the Board of Statutory Auditors shall ask the candidates to provide material concerning thefollowing items, etc. and have interviews with them. If the Board of Statutory Auditors judges a certain candidate
appropriate, it shall decide to select the said candidate as an Accounting Auditor.
- Overview of a candidate for an Accounting Auditor- Any factor for disqualification- The candidate’s internal control system- Standards for audit remuneration- Matters related to the execution of duties concerning the Accounting Auditor’s independence stipulated in Article 131of the Regulations on Corporate Accounting
In the case of reappointment of the Accounting Auditor, the Board of Statutory Auditors determines whether or not thesaid Accounting Auditor is appropriate for reappointment based on its audit activities, including how the said Accounting
Auditor has executed duties, how its audit system is structured, how independent its audit is, how specialized it is, and-50-

through what process the executive management departments have examined and decided on the reappointment of it.
As for the policy for dismissal and non-reappointment of the Accounting Auditor, the Board of Statutory Auditors shalldismiss the Accounting Auditor with the consent of all the Statutory Auditors if the Accounting Auditor is deemed to fallunder any one of the items in Article 340, Paragraph 1 of the Companies Act. In such a case, the Statutory Auditor selectedby the Board of Statutory Auditors shall report the fact that it has dismissed the Accounting Auditor and the reason for thedismissal at the first General Meeting of Shareholders to be held after such dismissal.
Besides the above case, if the Board of Statutory Auditors determines that the said Accounting Auditor is unable toconduct proper audits because it is not appropriate as an Accounting Auditor or independent enough, or that a change of
the Accounting Auditor is deemed reasonable to improve the appropriateness of audits, the Board of Statutory Auditors
shall dismiss or shall not reappoint the Accounting Auditor and shall instead submit a proposal to the General Meeting of
Shareholders to elect a new Accounting Auditor.
F. Assessment of the audit firm by Statutory Auditors and the Board of Statutory Auditors
The Board of Statutory Auditors has set evaluation guidelines and standards for the Accounting Auditor regarding thefollowing items and evaluates their appropriateness every fiscal year.
- How the audit firm manages quality- How independent and specialized the audit firm (team) is- How adequate the audit firm’s audit plan and activities are- How reasonable the audit conducted by the audit firm is- Whether the audit firm has made audit reports in accordance with laws and regulations, and how cooperative the audit
firm has been with Statutory Auditors- Whether or not the audit firm’s estimation of the time required for an audit as well as audit remuneration are appropriate,etc.
In addition to these items, the Board of Statutory Auditors had a deliberation by referring to the evaluation of the
Accounting Auditor by the executive management departments and internal auditing departments. As a result, the Boardof Statutory Auditors has determined that KPMG AZSA LLC has conducted adequate audits and the evaluation results areappropriate, and judged that its reappointment is therefore reasonable.

4) Details of audit remuneration
A. Details of remuneration for auditing certified public accountants, etc.
(Millions of yen)
Fiscal year ended March 31, 2023
Category

Fiscal year ended March 31, 2024

Remuneration inaccordance with audit
certification

Remuneration inaccordance with nonaudit certification

Remuneration inaccordance with audit
certification

Remuneration inaccordance with nonaudit certification

Reporting company

67

–

73

–

Consolidated subsidiaries

–

–

–

–

Total

67

–

73

–

B. Remuneration to the same network (KPMG) as auditing certified public accountants, etc. (excluding A)(Millions of Thai baht)
Fiscal year ended March 31, 2023

Fiscal year ended March 31, 2024

Remuneration inaccordance with audit
certification

Remuneration inaccordance with nonaudit certification

Remuneration inaccordance with audit
certification

Remuneration inaccordance with nonaudit certification

Reporting company

–

0

–

0

Consolidated subsidiaries

–

–

–

–

Total

–

0

–

0

Category

As non-audit certification for the Company, we pay remuneration for the income tax return services for the representatives at ourThailand office.
C. Details of remuneration in accordance with other important audit certification services
Not applicable.
D. Policy for deciding audit remuneration
Not applicable.
E. Reasons for the Board of Statutory Auditors’ consent to remuneration, etc. for the Accounting Auditor
The Board of Statutory Auditors conducted necessary verification on what the Accounting Auditor’s audit plan was, how
the Accounting Auditor had been conducting accounting audits for the previous fiscal years, and whether the base forcalculating the estimated remuneration was appropriate, by obtaining necessary material or reports from Directors, relevant-51-divisions in the Company, and the Accounting Auditor. As a result, the Board of Statutory Auditors has determined that the
Accounting Auditor ensured audit quality and guaranteed its independence in a reasonable manner, and therefore given theconsent specified in Article 399, Paragraph 1 of the Companies Act to the amount of the remuneration, etc. for the
Accounting Auditor.
(4) Remuneration for Directors and Statutory Auditors
1) Matters relating to the policy for determining the amount of remuneration for Directors and Statutory Auditors or the methodof calculating such amountThe Company has established a policy for determining the details of remuneration for individual Directors (hereinafterreferred to as the “Determination Policy”) that provides that remuneration for individual Directors shall be determined byconsidering both existing payment criteria based on the Company’s performance, practices, etc. and the contribution ofrespective Directors to the Company performance etc., for the purpose of motivating Directors to contribute to the Company’ssustained growth and medium- to long-term corporate value enhancement. The remuneration for Directors, in principle,
consists of fixed remuneration and performance-linked bonuses. A policy on the determination of the payment ratio of
performance-linked remuneration and compensation other than performance-linked remuneration provides that the ratio shallnot be fixed. Rather, the Nomination and Remuneration Committee shall discuss it at the request of the Board of Directors
and Representative Director, taking into account the existing payment criteria based on the Company’s performance, practices,
etc. as well as remuneration standards among companies with similar business scale, and the payment ratio shall be
determined based on the Committee’s findings.
The Determination Policy has been established pursuant to the resolution of the Board of Directors, which was based on
the findings of the Nomination and Remuneration Committee that deliberated the validity and appropriate operation of
remuneration system relating to individual Directors’ fixed remuneration, performance-linked remuneration, etc., at therequest of the Board of Directors and the Representative Director. The Board of Directors decided that respective Directors’
remuneration, etc. are in line with the Determination Policy, because the proposed amounts of respective Directors’
remuneration have been deliberated and discussed extensively, including its validity in light of the Determination Policy, andreported to the Board of Directors, by the Nomination and Remuneration Committee, and the Board of Directors respected
the Committee’s findings.
Pursuant to the resolution at the 63rd Ordinary General Meeting of Shareholders held on June 29, 2011, the Company setsmaximum monthly remuneration for Directors at 30 million yen (including 3 million yen for Outside Directors but excluding
the employee portion of salaries of employees concurrently serving as Directors). The number of Directors as of theconclusion of the above Ordinary General Meeting of Shareholders was nine (including two Outside Directors). In addition,
pursuant to the resolution at the 46th Ordinary General Meeting of Shareholders held on June 29, 1994, the Company setsmaximum monthly remuneration for Statutory Auditors at 5 million yen. The number of Statutory Auditors as of theconclusion of the Ordinary General Meeting of Shareholders concerned was four (including two Outside Statutory Auditors).
The Company has introduced a short-term performance-linked remuneration system for its Directors. The total amount of
the performance-linked remuneration is determined with a ceiling of 1% of the consolidated operating profit. Proposed
remuneration paid to each individual Director is calculated taking into consideration his/her title and responsibilities as well
as existing payment criteria for each position based on performance, practices, etc. The Nomination and Remuneration
Committee deliberates the proposal and reports the findings to the Board of Directors, and the final performance-linked
remuneration for individual Directors is decided upon the resolution of the Board of Directors based on such findings.
The performance indicator chosen as the basis for calculating the amount of performance-linked remuneration, etc. is theconsolidated operating profit. This is because the consolidated operating profit indicates the Group’s overall business results
and the Group considers it to be an important indicator. For the fiscal year ended March 31, 2024, the Company posted
consolidated operating profit of 3,117 million yen.
2) Total amount of remuneration by categories and type, and the number of paid Directors and Statutory Auditors
Total amount of remuneration by type(Millions of yen)
Total amount
Number ofCategory(Millions of
PerformanceBonuses andpersonsFixedyen)linkedretirement
remuneration
remuneration
benefits
Directors (excluding
96
96
–
–
5
Outside Directors)
Statutory Auditor(excluding Outside
8
8
–
–
1
Statutory Auditors)
OutsideDirectors/Statutory
28
28
–
–
4
Auditors
3) The total amounts of remuneration paid to individual Directors and Statutory Auditors of the Company
This information is omitted as none of Directors and Statutory Auditors of the Company received aggregated consolidated
remuneration of 100 million yen and above.
4) Significant amount of employee’s salary paid to Directors who concurrently serve as employees
Not applicable.

-52-(5) Shareholdings
1) Criteria for and approach to the classification of investment securities
The Company classifies investment securities into two types: securities held to yield profit through changes in their value
and receiving dividend are classified as investment securities held for pure investment purposes; and the other securities areclassified as investment securities held for purposes other than pure investment (strategic shareholdings). The Company
only holds investment securities held for purposes other than pure investment (strategic shareholdings), and does not holdany investment securities held for pure investment purposes.
2) About investment securities held for purposes other than pure investment (strategic shareholdings)
A. Policy on strategic shareholdings
The Company believes that it is critical to cooperate with a variety of companies at every phase of business operations
such as research and development, manufacturing, logistics, sales, services and financing. Based on this belief, theCompany makes it its policy to own shares in another company as strategic shareholding only when the Company decides
that it will contribute to the Company’s sustained growth and medium- to long-term corporate value enhancement, taking
overall business relationship/strategy, etc. into consideration.
B. Means to verify the appropriateness of shareholding and the Board of Directors’ verification of the appropriateness of
individual holdings
Individual strategic shareholdings are subject to verification of their holding purpose and rationale, etc., taking into
consideration factors such as the Company’s sustained growth and medium- to long-term corporate value enhancement
as well as the maintenance and enhancement of overall relationship with the relevant business partners, and reported eachyear to the Board of Directors for comprehensive deliberation regarding the justification of their holding.
The verification of shareholding rationale includes determining whether risks and benefits resulting from theshareholdings are proportionate to the cost of capital.
C. Criteria for exercising voting rights associated with strategic shareholdings
The Company exercises its voting rights appropriately through a comprehensive assessment of whether theshareholding concerned contributes to the sustained growth of and medium- to long-term corporate value enhancement
for the Company and the companies in which it invests.
D. Number of stocks and their book value on the balance sheet
Number of
Total book value on theissues (Issue) balance sheet (Millions of yen)
Unlisted stocks

938

Stocks other than unlisted
stocks57

15,824(Stocks in which the Company increased its stake during the current fiscal year)

Number ofissues (Issue)

Total amount of purchasecosts relating to the increasein number of shares(Millions of yen)

Unlisted stocks

10

Stocks other than unlisted
stocks17

35(Stocks in which the Company decreased its stake during the current fiscal year)

Number ofissues (Issue)

Total amount of sales value
relating to the decrease in
number of shares(Millions of yen)

Unlisted stocks––

Stocks other than unlisted
stocks1

4-53-

Reason for increase
To bolster our efforts to develop new
products
Purchase through business partner’s
shareholding association

E. Information on the number of shares and book value on the balance sheet, etc. per specified investment stocks
Although it is difficult to describe the quantitative effect of shareholding, when considering its effect on business
relationship or the stock market, the Company has verified the appropriateness of the purpose of each individual
shareholding. In addition, the Company has verified shareholding rationale by evaluating whether loss or gain on valuation,
dividend yields, transaction amounts, etc. are proportionate to the cost of capital, including the qualitative effect of theshareholding.
Specified investment stocks

Issue

Current fiscal year
Number of shares(Shares)Book value on thebalance sheet(Millions of yen)
1,058,417

Aeon Co., Ltd.
3,805

213,000
Sumitomo Mitsui
Financial Group, Inc.

1,897

413,000
Sumitomo
Corporation

1,508

412,134
Sumitomo Mitsui
Trust Holdings, Inc.
1,363

381,260
Izumi Co., Ltd.

1,338

653,000
Rengo Co., Ltd.

764

109,200
Sapporo Holdings
Limited

658

Previous fiscal year
Whether the
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on thereason for increase in its stakethebalance sheet
Company(Millions of yen)
The Company conducts transactions in processed
1,054,124 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
concerned to maintain and enhance the businessNo
relationship and cooperation with it. The number
2,704
of shares of the company concerned that theCompany holds increased by 4,293 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts financial transactions with
213,000
the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a(Note) 2.
1,128
stake in the company concerned to maintain andenhance stable financial relationship with it.
The Company purchases raw materials etc. from
413,000 the consolidated subsidiaries of the company
concerned. Taking this business relationship into
consideration, the Company has been holding aNo
966 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
The Company conducts financial transactions with
206,067 the consolidated subsidiaries of the company
concerned. Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance stable financial relationship with it. The(Note) 3.
935 number of shares held by the Company increased
by 206,067 due to a two-for-one share split
conducted on the record date of December 31,
2023.
381,260 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding aNo
1,199 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
653,000 The Company purchases materials etc. from thecompany concerned. Taking this business
relationship into consideration, the Company has
Yes
560 been holding a stake in the company concerned tomaintain and enhance the business relationship andcooperation with it.
The Company purchases products from the109,200
consolidated subsidiaries of the company
concerned. Taking this business relationship into
consideration, the Company has been holding a
Yes
371 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.

-54-

IssueLawson, Inc.

OUG Holdings Inc.

Retail Partners Co.,Ltd.

Mitsubishi UFJ
Financial Group, Inc.

Kansai Food Market
Ltd.

Seven & i Holdings
Co., Ltd.

Life Corporation

Current fiscal year Previous fiscal year
Whether the
Number of shares
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on the Book value on thereason for increase in its stakethebalance sheet
balance sheet
Company(Millions of yen)
(Millions of yen)
39,65839,658 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
No
409
222 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
The Company purchases raw materials etc. from
115,000
115,000
the consolidated subsidiaries of the company
concerned. Taking this business relationship into
consideration, the Company has been holding a
Yes
291
286 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
The Company conducts transactions in processed
135,661
133,991 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
Noconcerned to maintain and enhance the business(Note) 4.
relationship and cooperation with it. The number
250
182
of shares of the company concerned that theCompany holds increased by 1,670 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts financial transactions with
158,300
158,300
the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a(Note) 5.
246
134
stake in the company concerned to maintain andenhance stable financial relationship with it.
The Company conducts transactions in processed
137,737
135,156 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
concerned to maintain and enhance the businessNo
relationship and cooperation with it. The number244
202
of shares of the company concerned that theCompany holds increased by 2,581 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts transactions in processed
109,560
36,520 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
Noconcerned to maintain and enhance the business
241
218 relationship and cooperation with it. The numberof shares held by the Company increased by
73,040 due to a three-for-one share split conductedon the record date of February 29, 2024.
The Company conducts transactions in processed
56,92556,554 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance the business relationship and cooperation
221
145 with it. The number of shares of the company
concerned that the Company holds increased by
371 shares through purchase by the business
partner’s shareholding association.

-55-

IssueKanematsu
Corporation

Nippon Shinyaku
Co., Ltd.

United Super
Markets Holdings
Inc.

Kaneka Corporation

The San-in Godo
Bank, Ltd.

Fuji Co., Ltd.

The Chiba Bank, Ltd.

Arcs Company,
LimitedCurrent fiscal year Previous fiscal year
Whether the
Number of shares
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on the Book value on thereason for increase in its stakethebalance sheet
balance sheet
Company(Millions of yen)
(Millions of yen)
82,00082,000 The Company purchases raw materials etc. fromthe company concerned. Taking this business
relationship into consideration, the Company has
Yes212
134 been holding a stake in the company concerned tomaintain and enhance the business relationship andcooperation with it.
47,50047,500 The Company purchases raw materials etc. fromthe company concerned. Taking this business
relationship into consideration, the Company has
Yes212
276 been holding a stake in the company concerned tomaintain and enhance the business relationship andcooperation with it.
The Company conducts transactions in processed
180,733
180,733
food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theNo
181
201 Company has been holding a stake in the company
concerned to maintain and enhance the business
relationship and cooperation with it.
The Company purchases raw materials etc. from42,60042,600the consolidated subsidiaries of the company
concerned. Taking this business relationship into
consideration, the Company has been holding aYes
162
146 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
108,150
108,150 The Company conducts financial transactions withthe company concerned. Taking this business
relationship into consideration, the Company hasYes
130
79 been holding a stake in the company concerned tomaintain and enhance stable financial relationshipwith it.
The Company conducts transactions in processed
64,844
63,994 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance the business relationship and cooperation120
110 with it. The number of shares of the company
concerned that the Company holds increased by
850 shares through purchase by the business
partner’s shareholding association.
89,25089,250 The Company conducts financial transactions withthe company concerned. Taking this business
relationship into consideration, the Company hasYes
108
76 been holding a stake in the company concerned tomaintain and enhance stable financial relationshipwith it.
The Company conducts transactions in processed
34,44634,312 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
concerned to maintain and enhance the businessNo
107
77 relationship and cooperation with it. The numberof shares of the company concerned that theCompany holds increased by 134 shares throughpurchase by the business partner’s shareholding
association.

-56-

IssueCurrent fiscal year
Number of shares(Shares)Book value on thebalance sheet(Millions of yen)
74,807

Inageya Co., Ltd.
105

20,805

Axial Retailing Inc.
100

47,250H2O Retailing
Corporation

91

32,000
Kyoto Financial
Group, Inc.
(Note) 6.
88

67,200Chugin Financial
Group, Inc.

88
149,292

Mebuki Financial
Group, Inc.

76
75,900AEON Hokkaido
Corporation

71

44,610OM2 Network Co.,
Ltd.
71

Previous fiscal year
Whether the
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on thereason for increase in its stakethebalance sheet
Company(Millions of yen)
The Company conducts transactions in processed
73,543 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance the business relationship and cooperation
94 with it. The number of shares of the company
concerned that the Company holds increased by
1,264 shares through purchase by the business
partner’s shareholding association.
The Company conducts transactions in processed
20,618 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
concerned to maintain and enhance the businessNo
70 relationship and cooperation with it. The numberof shares of the company concerned that theCompany holds increased by 187 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts transactions in processed
47,250food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theNo
70 Company has been holding a stake in the company
concerned to maintain and enhance the business
relationship and cooperation with it.
The Company conducts financial transactions with8,000 the company concerned. Taking this business
relationship into consideration, the Company has
been holding a stake in the company concerned toNomaintain and enhance stable financial relationship (Note) 7
50 with it. The number of shares held by the Company
increased by 24,000 due to a four-for-one share split
conducted on the record date of December 31, 2023.
The Company conducts financial transactions with
67,200the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a (Note) 8.
59
stake in the company concerned to maintain andenhance stable financial relationship with it.
The Company conducts financial transactions with
149,292
the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a (Note) 9.
48
stake in the company concerned to maintain andenhance stable financial relationship with it.
75,900 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into consideration,No
61 the Company has been holding a stake in thecompany concerned to maintain and enhance thebusiness relationship and cooperation with it.
The Company conducts transactions in processed
42,981 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
Noconcerned to maintain and enhance the business
51 relationship and cooperation with it. The number ofshares of the company concerned that the Company
holds increased by 1,629 shares through purchaseby the business partner’s shareholding association.

-57-

IssueCurrent fiscal year
Number of shares(Shares)Book value on thebalance sheet(Millions of yen)
60,500Hirogin Holdings,
Inc.

66

21,255

Albis Co., Ltd.
58

34,000
Yamaguchi Financial
Group, Inc.

52

52,081

Okuwa Co., Ltd.
51

33,674MINISTOP Co., Ltd.

51

15,781

AEON Kyushu Co.,
Ltd.

48

44,200Resona Holdings, Inc.
42
15,840
Valor Holdings Co.,
Ltd.

39

Previous fiscal year
Whether the
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on thereason for increase in its stakethebalance sheet
Company(Millions of yen)
The Company conducts financial transactions with
60,500the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a (Note) 10
37
stake in the company concerned to maintain andenhance stable financial relationship with it.
The Company conducts transactions in processed
20,743 food products etc. with the company concerned.
Taking this business relationship into consideration,
the Company has been holding a stake in thecompany concerned to maintain and enhance theNobusiness relationship and cooperation with it. The
51 number of shares of the company concerned that theCompany holds increased by 512 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts financial transactions with
34,000the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a (Note) 11.
27
stake in the company concerned to maintain andenhance stable financial relationship with it.
The Company conducts transactions in processed
49,031 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance the business relationship and cooperation
41 with it. The number of shares of the company
concerned that the Company holds increased by
3,050 shares through purchase by the business
partner’s shareholding association.
33,674 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding aNo
47 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
The Company conducts transactions in processed
15,423 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance the business relationship and cooperation
35 with it. The number of shares of the company
concerned that the Company holds increased by
358 shares through purchase by the business
partner’s shareholding association.
The Company conducts financial transactions with
44,200the consolidated subsidiaries of the company
concerned. Taking this business relationship into
No
consideration, the Company has been holding a(Note) 12.
28
stake in the company concerned to maintain andenhance stable financial relationship with it.
The Company conducts transactions in processed
15,840food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theNo
30 Company has been holding a stake in the company
concerned to maintain and enhance the business
relationship and cooperation with it.

-58-IssueBelc Co., Ltd.

Halows Co., Ltd.

Mammy Mart
Corporation

Eco’s Co., Ltd.

HEIWADO Co., Ltd.

Poplar Co., Ltd.

Yamanaka Co., Ltd.

Kanemi Co., Ltd.

Current fiscal year Previous fiscal year
Whether the
Number of shares
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on the Book value on thereason for increase in its stakethebalance sheet
balance sheet
Company(Millions of yen)
(Millions of yen)
4,400
4,400 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
No30
24 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
6,000
6,000 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into consideration,
No
27
19 the Company has been holding a stake in thecompany concerned to maintain and enhance thebusiness relationship and cooperation with it.
5,000
5,000 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into consideration,
No
24
11 the Company has been holding a stake in thecompany concerned to maintain and enhance thebusiness relationship and cooperation with it.
10,00010,000 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into consideration,
No
23
18 the Company has been holding a stake in thecompany concerned to maintain and enhance thebusiness relationship and cooperation with it.
11,00011,000 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into consideration,No
22
22 the Company has been holding a stake in thecompany concerned to maintain and enhance thebusiness relationship and cooperation with it.
65,95465,954 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into consideration,No
17
9 the Company has been holding a stake in thecompany concerned to maintain and enhance thebusiness relationship and cooperation with it.
The Company conducts transactions in processed
25,606
24,646 food products etc. with the company concerned.
Taking this business relationship into consideration,
the Company has been holding a stake in thecompany concerned to maintain and enhance theNobusiness relationship and cooperation with it. The
17
17 number of shares of the company concerned that theCompany holds increased by 960 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts transactions in processed
5,120
4,872 food products etc. with the company concerned.
Taking this business relationship into consideration,
the Company has been holding a stake in thecompany concerned to maintain and enhance theNobusiness relationship and cooperation with it. The
16
13 number of shares of the company concerned that theCompany holds increased by 248 shares throughpurchase by the business partner’s shareholding
association.

-59-

IssueCurrent fiscal year
Number of shares(Shares)Book value on thebalance sheet(Millions of yen)
19,551

Oomitsu Co., Ltd.
12

10,000Ocean System
Corporation

10

2,577

Kakiyasu Honten
Co., Ltd.

8

3,000Central Forest Group,
Inc.

6

2,076

Isetan Mitsukoshi
Holdings Ltd.

5

1,000
Maruyoshi Center
Inc.

3

3,300
Gourmet Kineya Co.,
Ltd.

3

Previous fiscal year
Whether the
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on thereason for increase in its stakethebalance sheet
Company(Millions of yen)
The Company conducts transactions in processed
18,333 food products etc. with the company concerned.
Taking this business relationship into consideration,
the Company has been holding a stake in thecompany concerned to maintain and enhance theNobusiness relationship and cooperation with it. The
11 number of shares of the company concerned that theCompany holds increased by 1,218 shares throughpurchase by the business partner’s shareholding
association.
10,000 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding aNo
9 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
The Company conducts transactions in processed
2,361 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhance the business relationship and cooperation
5 with it. The number of shares of the company
concerned that the Company holds increased by
216 shares through purchase by the business
partner’s shareholding association.
The Company conducts transactions in processed
3,000
food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisNobusiness relationship into consideration, the(Note) 13
5 Company has been holding a stake in the company
concerned to maintain and enhance the business
relationship and cooperation with it.
The Company conducts transactions in processed
1,983 food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theCompany has been holding a stake in the company
concerned to maintain and enhance the businessNo
relationshipandcooperation
with
it.
The
number2of shares of the company concerned that theCompany holds increased by 93 shares throughpurchase by the business partner’s shareholding
association.
The Company conducts transactions in processed
2,000 food products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding a
stake in the company concerned to maintain andNoenhancethebusinessrelationshipandcooperation
5
with it. Due to the sale of part of its stake, thenumber of shares of the company concerned that
the Company holds decreased by 1,000 shares.
3,300 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding aNo
3 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.

-60-

IssueCOSMOS
Pharmaceutical
Corporation

Olympic Group
Corporation

Three F Co., Ltd.

Maxvalu Tokai Co.,Ltd.

Current fiscal year Previous fiscal year
Whether the
Number of shares
Number of shares
Purpose of shareholding, overview of businessissuer holds(Shares)(Shares)
relationship, quantitative effect of shareholding and a stake inBook value on the Book value on thereason for increase in its stakethebalance sheet
balance sheet
Company(Millions of yen)
(Millions of yen)200
200 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding aNo
2
2 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.
The Company conducts transactions in processed
5,500
5,500
food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theNo
2
2 Company has been holding a stake in the company
concerned to maintain and enhance the business
relationship and cooperation with it.
The Company conducts transactions in processed
6,050
6,050
food products etc. with the consolidated
subsidiaries of the company concerned. Taking thisbusiness relationship into consideration, theNo
2
1 Company has been holding a stake in the company
concerned to maintain and enhance the business
relationship and cooperation with it.
708
708 The Company conducts transactions in processedfood products etc. with the company concerned.
Taking this business relationship into
consideration, the Company has been holding aNo
2
1 stake in the company concerned to maintain andenhance the business relationship and cooperation
with it.

(Notes) 1. Although the book values of the stocks of Hirogin Holdings, Inc. and the companies thereunder on the consolidatedbalance sheet are not larger than 1% of the Company’s share capital, we covered the top 60 issues in this section.
2. Sumitomo Mitsui Banking Corporation, a consolidated subsidiary of Sumitomo Mitsui Financial Group, Inc., holds theCompany’s shares.
3. Sumitomo Mitsui Trust Bank, Limited, a consolidated subsidiary of Sumitomo Mitsui Trust Holdings, Inc., holds theCompany’s shares.
4. Marukyu Co., Ltd., a consolidated subsidiary of Retail Partners Co., Ltd., holds the Company’s shares.
5. MUFG Bank, Ltd., a consolidated subsidiary of Mitsubishi UFJ Financial Group, Inc., holds the Company’s shares.
6. Kyoto Financial Group, Inc. was established as of October 2, 2023 as a holding company (wholly owning parent company)of The Bank of Kyoto, Ltd. through a sole-share transfer by the bank.
7. The Bank of Kyoto, Ltd., a consolidated subsidiary of Kyoto Financial Group, Inc., holds the Company’s shares.
8. The Chugoku Bank, Limited, a consolidated subsidiary of Chugin Financial Group, Inc., holds the Company’s shares.
9. Joyo Bank, Ltd. and The Ashikaga Bank, Ltd., consolidated subsidiaries of Mebuki Financial Group, Inc., hold theCompany’s shares.
10. The Hiroshima Bank, Ltd., a consolidated subsidiary of Hirogin Holdings, Inc., holds the Company’s shares.
11. The Yamaguchi Bank, Ltd., a consolidated subsidiary of Yamaguchi Financial Group, Inc., holds the Company’s shares.
12. Resona Bank, Limited., a consolidated subsidiary of Resona Holdings, Inc., holds the Company’s shares.
13. Tokan Co., Ltd., a consolidated subsidiary of Central Forest Group, Inc., holds the Company’s shares.

-61-

V. Financial Information
1. Preparation of the consolidated/non-consolidated financial statements(1) The Company’s consolidated financial statements are prepared in accordance with the “Regulation on Terminology, Forms, andPreparation Methods of Consolidated Financial Statements” (Ordinance of Ministry of Finance No. 28, 1976 / hereinafter referred
to as the “Consolidated Financial Statements Regulations”).
(2) The Company’s non-consolidated financial statements are prepared in accordance with the “Regulation on Terminology, Forms,
and Preparation Methods of Financial Statements” (Ordinance of Ministry of Finance No. 59, 1963 / hereinafter referred to as the“Non-Consolidated Financial Statements Regulations”).
As a company designated for the submission of financial statements prepared in accordance with special provision, the Company
prepares its non-consolidated financial statements pursuant to Article 127 of the Non-Consolidated Financial Statements
Regulations.
2. Independent auditor’s report
Pursuant to Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, the Company’s consolidated/nonconsolidated financial statements for the current fiscal year (from April 1, 2023 through March 31, 2024) were audited by KPMG
AZSA LLC.
3. Specific efforts to secure the appropriateness of the consolidated financial statements, etc.
The Company makes specific efforts to secure the appropriateness of the consolidated financial statements, etc. For example, inorder to establish a mechanism to correctly understand the details of accounting standards, the Company has joined the Financial
Accounting Standards Foundation. In addition, the Company attends the relevant seminars organized by external institutions andsubscribes to accounting magazines to address any change in accounting standards etc. in a timely manner.

-62-

1. Consolidated Financial Statements, etc.
(1) Consolidated Financial Statements
1) Consolidated Balance Sheets(Millions of yen)Previous fiscal year
(As of March 31, 2023)

Current fiscal year
(As of March 31, 2024)

AssetsCurrent assets
Cash and deposits
Notes and accounts receivable - trade
Merchandise and finished goods

6,916

9,668

*1 23,897*1, *4 28,018

12,37011,782Work in process
Raw materials and supplies

509
6,351

486
6,286

Other
Allowance for doubtful accounts

1,385
(14)

856
(19)

Total current assets

51,41657,078Non-current assets
Property, plant and equipment
Buildings and structures

63,37059,707

Accumulated depreciation(46,038)(47,196)

Buildings and structures, net*3 17,332

12,511

Machinery, equipment and vehicles

74,99370,742

Accumulated depreciation(59,653)(62,380)

Machinery, equipment and vehicles, net*3 15,340*3 8,361

Tools, furniture and fixtures

4,720

4,419

Accumulated depreciation(3,432)(3,173)Tools, furniture and fixtures, net

1,288

1,245

*3 18,346

9,122

15,784
9,083

Accumulated depreciation(4,596)(5,058)

Leased assets, net

4,526

4,024

Land
Leased assets

Construction in progress

486

502

57,31942,4301,573

324

Investment securities
Shares of subsidiaries and associates

11,438*2 262

15,915*2 345Long-term loans receivable
Retirement benefit asset

19
1,861

19
3,078

Deferred tax assets
Other

317
2,172

339
2,415

Total property, plant and equipment
Intangible assets
Investments and other assets

Allowance for doubtful accounts

(120)

(128)

Total investments and other assets

15,951

21,985

Total non-current assets
Total assets-63-

74,84464,741

126,261

121,819

(Millions of yen)Previous fiscal year
(As of March 31, 2023)

Current fiscal year
(As of March 31, 2024)

Liabilities
Current liabilities
Notes and accounts payable - trade
Short-term borrowings

20,754
9,858

22,491
9,248

Current portion of long-term borrowings
Lease liabilities*3 2,917*3 2,984

1,024

1,057

Accounts payable - other
Income taxes payable

6,714
215

5,725
806

Accrued consumption taxes
Provision for bonuses

299
781

520
801

Provision for restructual reforms
Other

178
1,320

278
1,784

Total current liabilities

44,06345,697

Non-current liabilities
Long-term borrowings*3 5,255*3 5,177

Lease liabilities
Deferred tax liabilities

3,735
1,961

3,179
2,939

Retirement benefit liability
Provision for restructual reforms

1,467
144

1,527
–

620

547

13,183

13,37057,24659,068

Share capital
Capital surplus

6,716
22,086

6,716
22,086

Retained earnings
Treasury shares

38,388(3,342)28,474(3,620)Total shareholders' equity

63,84853,656

Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity

Accumulated other comprehensive income
Valuation difference on available-for-sale securities

4,952

8,049

Deferred gains or losses on hedges
Foreign currency translation adjustment

0
56

43
80

Remeasurements of defined benefit plans

(526)

181

Total accumulated other comprehensive income

4,483

8,354

682

741

Non-controlling interests
Total net assets
Total liabilities and net assets-64-

69,01462,751

126,261

121,819

2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income
Consolidated Statements of Income

Net sales(Millions of yen)Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, (From April 1, 2023 to March 31,
2023)
2024)
*1 221,979*1 228,808

Cost of sales*2 191,495

Gross profit
Selling, general and administrative expenses
Operating profit (loss)
Non-operating income
Interest income*2 194,132

30,48334,676*3 31,884*3 31,558(1,400)

3,117

16

11

Dividend income
Rental income from real estate

337
148

354
153

Other

285

329

Total non-operating income

787

850

223

227

Other

61

100

Total non-operating expenses

284

328

Ordinary profit (loss)

(897)

3,639

Extraordinary income
Gain on disposal of non-current assets*4 120*4 10

Gain on sale of investment securities

643

1

Total extraordinary income

764

11

Non-operating expenses
Interest expenses

Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Restructuring expenses
Extra retirement payments*5 266*5 141*6 171*6 12,250*7 2,621*7 53034

12

Loss on abandonment of inventories*8 271–

Total extraordinary losses

3,364

12,934

Loss before income taxes(3,498)(9,283)

Income taxes - current
Income taxes - deferred

301
1,159

721
(652)

Total income taxes

1,460

68

Loss

(4,959)(9,351)28

62(4,987)(9,414)

Profit attributable to non-controlling interests
Loss attributable to owners of parent-65-Consolidated Statements of Comprehensive Income

Loss(Millions of yen)Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, (From April 1, 2023 to March 31,
2023)
2024)
(4,959)(9,351)Other comprehensive income
Valuation difference on available-for-sale securities

(37)

3,096

(70)
(393)

43
707

22

23

* (479)* 3,871

Comprehensive income(5,438)(5,480)Comprehensive income attributable toComprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests(5,466)(5,543)28

62

Deferred gains or losses on hedges
Remeasurements of defined benefit plans, net of tax
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income-66-3) Consolidated Statements of Changes in Net Assets
For the previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders' equity
Share capital
Balance at beginning of
period6,716

Capital surplus

Retained earnings

Treasury shares

Total shareholders'equity22,08644,132(3,066)69,868Changes during period
Dividends of surplus
Loss attributable toowners of parent
Purchase of treasury
sharesNet changes in items otherthan shareholders' equity
Total changes during period
Balance at end of period

(755)

(755)

(4,987)(4,987)
(276)

(276)

–

–

(5,743)(276)(6,019)6,716

22,08638,388(3,342)

63,848

Accumulated other comprehensive income
Total
Valuation
Foreign currency Remeasurements accumulated Non-controlling Total net assets
difference on Deferred gains orinterests
translationof defined benefit
otheravailable-for-sale losses on hedges
adjustment
planscomprehensive
securities
incomeBalance at beginning of
period

4,990

71

33

(133)

4,962

658

75,489Changes during period
Dividends of surplus
Loss attributable toowners of parent
Purchase of treasury
sharesNet changes in items otherthan shareholders' equity(755)(4,987)
(276)
(37)

(70)

22

(393)

(479)

24

(454)

Total changes during period

(37)

(70)

22

(393)

(479)

24

(6,474)

Balance at end of period

4,952

0

56

(526)

4,483

682

69,014-67-

For the current fiscal year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders' equity
Share capital
Balance at beginning of
period6,716

Capital surplus

Retained earnings

Treasury shares

Total shareholders'equity22,08638,388(3,342)

63,848Changes during period
Dividends of surplus
Loss attributable toowners of parent
Purchase of treasury
sharesNet changes in items otherthan shareholders' equity
Total changes during period
Balance at end of period

(500)

(500)

(9,414)(9,414)
(277)

(277)

–

–

(9,914)(277)(10,192)

6,716

22,08628,474(3,620)53,656

Accumulated other comprehensive income
Total
Valuation
Foreign currency Remeasurements accumulated Non-controlling Total net assets
difference on Deferred gains orinterests
translationof defined benefit
otheravailable-for-sale losses on hedges
adjustment
planscomprehensive
securities
incomeBalance at beginning of
period

4,952

0

56

(526)

4,483

682

69,014

Changes during period
Dividends of surplus
Loss attributable toowners of parent
Purchase of treasury
sharesNet changes in items otherthan shareholders' equity(500)(9,414)
(277)
3,096

43

23

707

3,871

58

3,929

Total changes during period

3,096

43

23

707

3,871

58

(6,262)

Balance at end of period

8,049

43

80

181

8,354

741

62,751-68-4) Consolidated Statements of Cash Flows(Millions of yen)Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, (From April 1, 2023 to March 31,
2023)
2024)
Cash flows from operating activities
Loss before income taxes
Depreciation(3,498)
7,693(9,283)
7,117

Impairment losses
Restructuring expenses

171
2,621

12,250530

Increase (decrease) in allowance for doubtful accounts
Increase (decrease) in retirement benefit liability

(6)
(166)

12
(206)

Extra retirement payments
Interest and dividend income

34
(353)

12
(366)

Interest expenses
Loss (gain) on sale of investment securities

223
(643)

227
(1)

Loss (gain) on disposal of non-current assets
Decrease (increase) in trade receivables

145
(456)

130
(4,130)(2,349)
(145)

677
1,737

Increase (decrease) in accrued consumption taxes
Other, net

(8)
(315)

220
1,015

Subtotal

2,945

9,945

Interest and dividends received
Interest paid

378
(223)

346
(226)

Income taxes paid
Income taxes refund

(333)
159

(277)
261

Decrease (increase) in inventories
Increase (decrease) in trade payables

Extra retirement payments

(19)

(34)

Net cash provided by (used in) operating activities

2,906

10,014(35)(36)

Proceeds from sale of investment securities
Purchase of non-current assets

895(5,558)4(4,872)

Proceeds from sale of non-current assets
Other, net

465
(282)

135
(113)

Net cash provided by (used in) investing activities(4,516)(4,882)

Cash flows from financing activities
Net increase (decrease) in short-term borrowings

1,758

(610)

3,622
(2,817)2,906(2,917)

Repayments of lease liabilities
Dividends paid

(991)
(755)

(975)
(501)

Purchase of treasury shares
Other, net

(276)
(3)

(277)
(3)

534

(2,380)(1,074)

2,752

Cash flows from investing activities
Purchase of investment securities

Proceeds from long-term borrowings
Repayments of long-term borrowings

Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

-69-

7,990

6,916

*1 6,916*1 9,668

[Notes](Uncertainties of entity's ability to continue as going concern)
Not applicable.
(Significant accounting policies for preparation of consolidated financial statements)
1. Disclosure of scope of consolidation(1) Number of consolidated subsidiaries:
24
Names of major consolidated subsidiaries are referred to in “4. Subsidiaries and other affiliated entities” under “I. Overview
of Company,” therefore they are omitted here.
Yahata Reishoku Co., Ltd. and Kumanoji Co., Ltd. have been excluded from the scope of consolidation as the liquidation of
the companies concerned were completed during the current fiscal year.
(2) Non-consolidated subsidiaries:
Not applicable.
2. Disclosure about application of equity method(1) Non-consolidated subsidiaries to which the equity method is applied:
Not applicable.
(2) Number of subsidiaries and associates to which the equity method is applied:1
Name of the company concerned:
Betagro MF Deli Co., Ltd.
(3) Non-consolidated subsidiaries and associates to which the equity method is not applied:
Not applicable.
3. Book-closing date of consolidated subsidiaries
Consolidated subsidiaries whose book-closing date differs from that of the Company:
Not applicable.
4. Disclosure of accounting policies(1) Basis and method concerning valuation of important assets
1) Securities
Available-for-sale securities- Securities other than shares without market price, etc.
Stated at fair value.
(Any valuation difference is booked directly to net assets and the cost of securities sold are computed by the movingaverage method.)- Shares without market price, etc.
Stated at their cost determined by the moving-average method.
2) Derivatives
Stated at fair value.
3) Inventories
Merchandise and finished goods, work in process, and raw materials and supplies
Stated at their cost determined by the weighted average method.
(Balance sheet values reflect write-downs for decreased profitability.)-70-

(2) Depreciation and amortization methods of major depreciable assets
1) Property, plant and equipment (excluding leased assets)
Primarily applying the declining balance method. However, the straight-line method is applied for the buildings (excluding
the facilities attached to buildings) acquired on and after April 1, 1998 and the facilities attached to buildings and structuresacquired on and after April 1, 2016.
Useful lives of assets are principally as follows:
Buildings and structures
12-50 years
Machinery, equipment and vehicles
4-10 years

2) Intangible assets (excluding leased assets)
Applying the straight-line method. For software for its own use, the straight-line method is applied based on the internallyestimated useful life of 5 years.
3) Leased assets
Leased assets under finance leases that do not transfer its ownership
Leased assets under finance lease transactions that do not transfer their ownership are amortized using the straight-line
method over the lease term with a residual value of zero.
(3) Accounting policies for significant allowances and provisions
1) Allowance for doubtful accounts
An allowance for doubtful accounts is provided to cover bad-debt losses. With respect to normal trade accounts receivable,
it is stated at an amount based on the actual rate of historical bad debts. For certain doubtful receivables, the uncollectible
amounts are individually estimated.
2) Provision for bonuses
To provide for payments of employees’ bonuses, an amount accrued for the current fiscal year among the estimated future
obligations is recorded as provisions.
3) Provision for restructual reforms
The amount projected to be incurred as expenses for restructual reforms in the future is recognized to provide for such
expenses.
(4) Accounting for retirement benefits
1) Periodic attribution of projected retirement benefits
Projected benefit obligations are attributed to the periods of service until the end of the current fiscal year on a benefit
formula basis in determining retirement benefit obligations.
2) Amortization method for actuarial gains or losses
Actuarial gains and losses are amortized by the straight-line method over a fixed period of 10 years, which is within the
average remaining service years of the eligible employees, beginning in the fiscal year following the year in which the gains
and losses are recognized.
3) Adoption of a simplified method to certain small-scale group companies
Several consolidated subsidiaries adopt, in calculating their retirement benefit liability and retirement benefit expenses, a
simplified method in which the amount that would be required if all the employees retired voluntarily at the fiscal year end
is treated as retirement benefit obligation.
(5) Accounting policies for significant revenues and expenses
1) The Company’s key performance obligation in its primary business operations
The Group’s primary business operations are the Processed Food Products operations (manufacturing and sales of ham,sausage and precooked and processed foods) and the Meat Products operations (processing and sales of beef, pork, chicken,etc.) and we identify delivery of these merchandise and finished goods to our customers as our performance obligation.
2) General timing when the Company satisfies its performance obligation
The Company applies an alternative treatment set forth in Paragraph 98 of the “Implementation Guidance on AccountingStandard for Revenue Recognition.” Therefore, revenue is, in principle, recognized at the time of shipment of merchandiseand finished goods, where control over them is transferred to a customer and thus we judge that our performance obligation
is satisfied.
Transaction prices are calculated by deducting a portion of distribution expenses, promotion expenses, etc. from prices
agreed in a contract with a customer.

-71-

(6) Significant hedge accounting method
1) Hedge accounting method
Exceptional accounting treatments are applied to interest rate swaps because they meet specific conditions. In addition,accounts receivable and accounts payable in a foreign currency hedged by fixed-rate contracts, etc. are treated with designatedhedge accounting.
2) Hedging instrument and hedged items- Hedging instrument:
Derivative transactions (fixed-rate contracts and interest rate swap transactions)- Hedged items:
Items that have risks associated with foreign exchange fluctuations, etc. that are not reflectedin their value; and items that avoid the risks associated with foreign exchange fluctuations
with their cash flow being fixed.
3) Hedging policy
The Company adopts a hedging policy that stipulates only risks associated with foreign exchange/interest rate fluctuationsin the future should be hedged. Therefore, the Company does not engage in any speculative transactions or derivativetransactions that aim for short-term gains.
4) Assessment of the effectiveness of hedging
Important conditions for the hedging instrument and the hedged items are the same and the Company’s hedging approachis expected to offset or limit to certain extent the effects of foreign exchange/interest rate fluctuations at the start of hedging
and throughout subsequent periods. Hence, the assessment of the effectiveness of hedging is omitted.
5) Other risk management methods relating to hedge accounting
Derivative transactions are carried out based on our internal rules that define transaction-related authority, amount limits,
procedures, etc.
(7) Method and period for goodwill amortization
Goodwill is amortized over a period of 5 years using the straight-line method.
(8) Cash and cash equivalents in the consolidated statement of cash flows
Cash and cash equivalents as stated in the consolidated statement of cash flows consist of cash in hand, readily available
deposits, and any short-term liquid investments with a maturity not exceeding three months from the acquisition date whose
value is not subject to significant fluctuation risk.
(9) Other important matters in preparing the consolidated financial statements
Accounting treatment of asset-related non-deductible consumption taxes, etc.
Asset-related non-deductible national/regional consumption taxes are recorded as expenses for the fiscal year ended March
31, 2024.

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(Significant accounting estimates)
1. Impairment of non-current assets(1) Amount recorded in the consolidated financial statements for the fiscal year ended March 31, 2024
The book value of business assets (including common assets) of the Processed Food Products operations of the Company(Millions of yen)Previous fiscal year

Current fiscal year

Property, plant and equipment

30,166

14,754

Intangible assets

1,370

182

Impairment losses (*)

1,331

12,737(*) Those booked as restructuring expenses were included.
The Company determined that there was an indication of impairment of the business assets of its Processed Food Products
operations due to the continuous recording of operating loss and reviewed the necessity of recording impairment losses. As aresult, it was determined that the undiscounted future cash flows were below the book value of the business assets, including
the common assets of the Processed Food Products operations, and therefore the Company recorded impairment losses of
12,240 million yen as extraordinary losses.
In addition, due to the decision to implement restructuring including the reorganization of production sites, the Company
recorded impairment losses of 497 million yen as restructuring expenses among extraordinary losses with regard to part ofbusiness assets of the Processed Food Products operations, including movables such as machinery and equipment and realestate such as buildings that were not expected to be utilized in the future.
(2) Significant accounting estimates for identified items
1) Calculation method
When an indication of impairment exists for an asset or asset group, the Company conducts an assessment of whether
recording an impairment loss is required based on the future cash flows of the asset.
The Company groups its cash generating units, which are the units used to determine whether recognizing impairment isrequired, into business assets of the Processed Food Products operations and the Meat Products operations, rental assets, idle
assets and artwork. The Company groups its business assets by business units that are continuously monitored in management
accounting; and rental assets, idle assets and artwork by individual asset.
Future cash flows for the fiscal year ended March 31, 2024 are estimated based on the net realizable value for businessassets, the net realizable value or value in use for rental assets, and appraisal value, etc. for idle assets and artwork.
2) Key assumptions
The net realizable value is calculated by deducting the estimated costs of disposal from the appraisal value or certain
assessed value, or the amount reasonably calculated based on indicators that are considered to appropriately reflect market
prices.
The appraisal value of real estate is based on the appraisal value calculated by external experts, and the appraisal takes into
account the current status of the real estate concerned as a given.
3) Effect on the consolidated financial statements for the fiscal year ending March 31, 2025
There may be a significant impact on the consolidated financial statements for the fiscal year ending March 31, 2025 if
actual amounts differ from the estimates due to uncertain future economic conditions or changes in the business environment.

-73-

2. Recoverability of deferred tax assets(1) Amount recorded in the consolidated financial statements for the fiscal year ended March 31, 2024
(Millions of yen)Previous fiscal year
Deferred tax assets (Before
offsetting against deferred tax
liabilities)

1,100

Current fiscal year
1,883(2) Significant accounting estimates for identified items
1) Calculation method
Deferred tax assets are only recognized to the extent that it is highly probable that taxable income will be available against
which the unused portion of tax loss carryforwards and future deductible temporary differences can be utilized. In determining
the taxable income to be generated, the Company calculates the timing and amount of taxable income that can be earned in
the future based on the future profit plan formulated on the basis of the management plan approved by the Board of Directors.
2) Key assumptions
For the Company as well as consolidated subsidiaries that have a significant impact on the amount of taxable income andwhose management plans for the next fiscal year, as approved by the Board of Directors, are expected to increase significantly
as compared to the actual results of the current fiscal year, taxable income is estimated based on the assumption that profits
from the next fiscal year will remain at the same level as those in the current fiscal year, except for items that are expected to
improve in the next fiscal year.
3) Effect on the consolidated financial statements for the fiscal year ending March 31, 2025
There may be a significant impact on the consolidated financial statements for the fiscal year ending March 31, 2025 if theactual timing and amounts differ from the estimates due to uncertain future economic conditions or changes in the businessenvironment. In addition, changes in the effective statutory tax rate due to tax reforms may also have a significant impact on
those consolidated financial statements.
(Unapplied accounting standards, etc.)- Accounting Standard for Current Income Taxes (ASBJ Statement No. 27, October 28, 2022)- Accounting Standard for Presentation of Comprehensive Income (ASBJ Statement No. 25, October 28, 2022)- Guidance on Accounting Standard for Tax Effect Accounting (ASBJ Guidance No. 28, October 28, 2022)(1) Overview
These accounting standards stipulate the classification of income taxes to be recorded in cases where income taxes are imposedon other comprehensive income and the treatment of tax effects related to the sale of shares of subsidiaries, etc. in cases where thecorporate group tax system is applied.
(2) Expected timing of application
The Company plans to apply these accounting standards from the beginning of the fiscal year ending March 31, 2025 onward.
(3) Impact of application of these accounting standards, etc.
The impact of the application of these accounting standards, etc. on the consolidated financial statements is minor.

-74-

(Consolidated balance sheets)*1. Among notes and accounts receivable - trade, the amounts of receivables resulting from the contracts with customers are as follows:
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Notes receivable - trade
40 million yen
42 million yen
Accounts receivable - trade23,856 million yen

27,975 million yen*2. The following are related to subsidiaries and associates:
Previous fiscal year
(As of March 31, 2023)
Shares of subsidiaries and associates

Current fiscal year
(As of March 31, 2024)

262 million yen

345 million yen

Previous fiscal year
(As of March 31, 2023)
31 million yen
25 million yen
3 million yen

Current fiscal year
(As of March 31, 2024)–
16 million yen–

60 million yen

16 million yen

Previous fiscal year
(As of March 31, 2023)
15 million yen
45 million yen

Current fiscal year
(As of March 31, 2024)
10 million yen
35 million yen

61 million yen

45 million yen*3. Pledged assets and secured debts
Pledged assets and secured debts are as follows:
Pledged assets

Buildings and structures
Machinery, equipment and vehicles
Land
Total
Secured debts

Current portion of long-term borrowings
Long-term borrowings
Total*4. Notes maturing at the end of the fiscal year are settled on their clearing days.
As the end of the current fiscal year falls on a bank holiday, the following notes maturing at the end of the fiscal year have been
included in the balance at the end of the fiscal year.
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Notes receivable - trade–
11 million yen
5. Overdraft agreements
The Company and its consolidated subsidiaries have signed overdraft agreements with their correspondent banks to efficiently
procure working capital. The unrealized borrowings under these agreements at the end of the periods were as follows:
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Total amounts in the overdraft agreements
32,750 million yen
32,750 million yen
Borrowing balance
9,758 million yen
9,148 million yen
Difference

22,992 million yen-75-

23,602 million yen

(Consolidated statements of income)*1. Revenues generated from contracts with customers
Net sales are presented without distinguishing revenues generated from contracts with customers and other revenues. The amountof revenues generated from contracts with customers is shown in “[Notes] (Segment information, etc.)” in the consolidated financial
statements.
*2. Loss on valuation of inventories
The balance of inventories at the end of the fiscal year is the amount after a reduction of book value in line with a decline inprofitability, and the following loss on valuation of inventories is included in cost of sales. The amount below has been offset against
reversal amounts:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, 2023)(From April 1, 2023 to March 31, 2024)
291 million yen(250) million yen*3. Selling, general and administrative expenses(1) Major items and their amounts were as follows:
Previous fiscal year
(From April 1, 2022 to March 31,
2023)
12,040 million yen
6,181 million yen

Current fiscal year
(From April 1, 2023 to March 31,
2024)
12,014 million yen
5,924 million yen

Provision for bonuses
Retirement benefit expenses

434 million yen
272 million yen

444 million yen
243 million yen

Provision of allowance for doubtful accounts

11 million yen

23 million yen

Distribution expenses
Salaries and allowances(2) Research and development expenses included in general and administrative expenses are as follows (they are not included in
manufacturing cost for the current fiscal year):Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, 2023)(From April 1, 2023 to March 31, 2024)
601 million yen

649 million yen*4. Gain on disposal of non-current assets
Primarily generated from the sales of real estate for rent and other.
*5. The breakdown of loss on disposal of non-current assets are as follows:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, 2023) (From April 1, 2023 to March 31, 2024)
Buildings and structures

215 million yen

107 million yen

Machinery and equipment

35 million yen

32 million yen

Other

15 million yen

1 million yen

Total

266 million yen

141 million yen-76-*6. Impairment losses
The Group recorded impairment losses on the following assets:
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Category
Type
Location
AmountAssets to be disposed of/abolished (*)
Machinery and9 plants in Yamanashi(The Company and its two consolidated
2,299 million yen
equipment, land, etc.
Prefecture, etc.
subsidiaries)
Real estate for rent andRental assets
Kumamoto Prefecture
1 million yenother (Land)
Real estate for rent andIdle assets
Nagano Prefecture, etc.
62 million yenother (Land, buildings)
Tools, furniture andArtwork
Osaka Prefecture, etc.
108 million yen
fixturesTotal––
2,471 million yen(*) Included in “Restructuring expenses” on the consolidated statement of income.
The Group classifies non-current assets into four categories: business assets of the Processed Food Products operations andthe Meat Products operations, rental assets, idle assets and artwork. The Company groups its business assets by business units
that are continuously monitored in management accounting; and rental assets, idle assets and artwork by individual asset.
Due to the decision to implement restructuring including the reorganization of production sites, the Group reduced the bookvalue of production facilities and real estate of the Company and its consolidated subsidiaries that were not expected to be
utilized in the future to their recoverable values and the reduced amounts were recorded as restructuring expenses (extraordinary
losses).
In addition, when the recoverable values of rental assets or idle assets have fallen below book value due to declines in market
prices or profitability, the book value of these assets has been reduced to their recoverable value and the reduced amounts wererecorded as impairment losses (extraordinary losses). The impairment losses of 63 million yen relate to real estate for rent andother (“Other” under “Investments and other assets”).
The recoverable value of rental assets is measured by the net realizable value or the value in use. The recoverable value of
idle assets is measured by the net realizable value. The net realizable value is assessed based on the appraisal value, etc. andvalue in use is calculated by discounting the future cash flows by 3.2%.
The recoverable value of artwork is calculated based on appraisal value obtained from third parties such as art experts. Whenthe appraisal value of a certain piece of artwork has fallen below book value, the relevant book value has been reduced to its
recoverable value and the reduced amount was recorded as impairment losses (extraordinary losses). The impairment losses of
108 million yen relate to tools, furniture and fixtures.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Category
Type
Location
AmountLand, buildings,
Business assets of the Processed Foodmachinery and equipment, Osaka Prefecture, etc.
12,240 million yen
Products operations (the Company)
etc.
Assets to be disposed/abolished (*) (theMachinery and
Kanagawa Prefecture,
497 million yen
Company)equipment, etc.
etc.
Real estate for rent andHokkaido Prefecture,
Idle assets, etc.
9 million yenother, etc.
etc.
Total
–
–
12,747 million yen(*) Included in “Restructuring expenses” on the consolidated statement of income.
The Group classifies non-current assets into four categories: business assets of the Processed Food Products operations andthe Meat Products operations, rental assets, idle assets and artwork. The Company groups its business assets by business units
that are continuously monitored in management accounting; and rental assets, idle assets and artwork by individual asset.
The Processed Food Products operations of the Company has reviewed the recoverability of its assets in the future, taking
into consideration a worsening business environment due to surging raw material prices and increased costs, such as distribution
costs, as well as consumers’ heightened budget consciousness. As a result, the book value of the business assets of the Processed
Food Products operations has been reduced to their recoverable value and the reduced amounts were recorded as impairment
losses (extraordinary losses). These impairment losses consist of those for machinery, equipment and vehicles of 5,170 million
yen, for buildings and structures of 4,111 million yen, for land of 2,351 million yen, for intangible assets of 603 million yen,and for tools, furniture and fixtures of 3 million yen.
In addition to the above, due to the decision to implement restructuring including the reorganization of production sites, theCompany reduced the book value of its production facilities and real estate that were not expected to be utilized in the future to
their recoverable values and the reduced amounts were recorded as restructuring expenses (extraordinary losses). These
restructuring expenses consist of those for machinery, equipment and vehicles of 488 million yen, for buildings and structuresof 6 million yen, and for tools, furniture and fixtures of 2 million yen.
In addition, when the recoverability of idle assets has fallen below book value due to declines in market prices, the book valueof these assets has been reduced to their recoverable value and the reduced amounts were recorded as impairment losses(extraordinary losses).
Their recoverable values were measured by the net realizable value assessed based on the appraisal value, etc.

-77-

*7. Restructuring expenses
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Restructuring expenses involve losses incurred by the decision to implement restructuring, including the reorganization of
production sites, consisting of impairment losses of 2,299 million yen for the production facilities, real estate, etc. of the Company
and some of its consolidated subsidiaries and other related expenses of 322 million yen.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Restructuring expenses involve losses incurred by the decision to implement restructuring, including the reorganization of
production sites, mainly consisting of impairment losses of 497 million yen for the production facilities, real estate, etc. of theCompany.

*8. Loss on abandonment of inventories
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Loss on abandonment of inventories were recorded for a temporary loss incurred by an accident at a consignee.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Not applicable.
(Consolidated statements of comprehensive income)*Reclassification adjustment and tax effect relating to other comprehensive income(Millions of yen)Previous fiscal year
Current fiscal year
(From April 1, 2022 to March 31, (From April 1, 2023 to March 31,
2023)
2024)
Valuation difference on available-for-sale securities
Increase (decrease) during the year
Reclassification adjustments

580
(643)

4,444
(1)

(63)
26
(37)

4,443
(1,347)
3,096

Deferred gains or losses on hedges
Increase (decrease) during the year

(102)

62

Amount before tax effectTax effect

(102)
31

62
(19)

Deferred gains or losses on hedges

(70)

43

Remeasurements of defined benefit plans
Increase (decrease) during the year
Reclassification adjustments

(619)
94

891
58

(524)
131

950
(242)

(393)

707

22

23

(479)

3,871

Amount before tax effectTax effect
Valuation difference on available-for-sale securities

Amount before tax effectTax effectRemeasurements of defined benefit plans
Share of other comprehensive income of entities
accounted for using equity method
Increase (decrease) during the year
Total other comprehensive income-78-

(Consolidated statements of changes in net assets)
Previous fiscal year (From April 1, 2022 to March 31, 2023)
1. Class and total number of issued shares and treasury shares
Balance at beginning of Increase during the fiscal
the fiscal year (Shares)
year (Shares)

Decrease during the
fiscal year (Shares)

Balance at end of the
fiscal year (Shares)

Issued shares
Common stockTotal

26,505,581––

26,505,581

26,505,581––

26,505,581

1,308,897

176,128–

1,485,025

1,308,897

176,128–

1,485,025

Treasury shares
Common stock
Total(Note) Increase in treasury shares of 176,128 shares consists of an acquisition of 176,000 shares through the off-hours trading system(ToSTNeT-3) and purchase of odd lots of 128 shares.
2. Dividends(1) Dividends paid
Resolution

Class ofshares

Source ofdividends

June 24, 2022
Ordinary General
Meeting of
Shareholders

Commonstock

Retainedearnings

Total amount of
Dividends per
dividends
share (Yen)(Millions of yen)755

30

Record date

Effective date

March 31, 2022

June 27, 2022

(2) Dividends whose record date falls in the current fiscal year but whose effective date comes after March 31, 2023
Total amount ofClass of
Source ofDividends per
Resolution
dividends
Record date
Effective datesharesdividends
share (Yen)(Millions of yen)
June 28, 2023
Ordinary General
CommonRetained
500
20
March 31, 2023
June 29, 2023
Meeting ofstock
earnings
Shareholders
Current fiscal year (From April 1, 2023 to March 31, 2024)
1. Class and total number of issued shares and treasury shares
Balance at beginning of Increase during the fiscal
the fiscal year (Shares)
year (Shares)

Decrease during the
fiscal year (Shares)

Balance at end of the
fiscal year (Shares)

Issued shares
Common stockTotal

26,505,581––

26,505,581

26,505,581––

26,505,581

1,485,025

165,660–

1,650,685

1,485,025

165,660–

1,650,685

Treasury shares
Common stock
Total(Note) Increase in treasury shares of 165,660 shares consists of an acquisition of 165,400 shares through the off-hours trading system(ToSTNeT-3) and purchase of odd lots of 260 shares.

-79-2. Dividends(1) Dividends paid
Resolution

Class ofshares

Source ofdividends

June 28, 2023
Ordinary General
Meeting of
Shareholders

Commonstock

Retainedearnings

Total amount of
Dividends per
dividends
share (Yen)(Millions of yen)
500

20

Record date

Effective date

March 31, 2023

June 29, 2023

(2) Dividends whose record date falls in the current fiscal year but whose effective date comes after March 31, 2024
Total amount ofClass of
Source ofDividends per
Resolution
dividends
Record date
Effective datesharesdividends
share (Yen)(Millions of yen)
June 27, 2024
Ordinary General
CommonRetained
497
20
March 31, 2024
June 28, 2024
Meeting ofstock
earnings
Shareholders-80-

(Consolidated statements of cash flows)*1. Relationship between the cash and cash equivalents at end of period and the amount of consolidated balance sheet items is as follows:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Cash and deposits
6,916 million yen
9,668 million yen
Cash and cash equivalents

6,916 million yen

2. Significant non-cash transactions
Newly recorded assets and liabilities related to finance lease transactions were as follows:
Previous fiscal year
(From April 1, 2022 toMarch 31, 2023)
Assets and liabilities related to finance lease transactions
679 million yen

9,668 million yen

Current fiscal year
(From April 1, 2023 toMarch 31, 2024)
515 million yen(Leases)
Finance lease transactions(Lessee side)
Finance leases that do not transfer their ownership(1) Leased assets
Property, plant and equipment
Primarily concerning production facilities (machinery and equipment) of Processed Food Products operations.
(2) Depreciation and amortization method for leased assets
Leased assets under finance lease transactions that do not transfer their ownership are amortized using the straight-line method
over the lease term with a residual value of zero.

-81-

(Financial instruments)
1. Current status of financial instruments(1) Policy concerning financial instruments
The Group makes it a policy to limit fund investments to bank deposits and other investments in which the principal is free fromrisk and raise funds principally through borrowings from financial institutions such as banks and issuance of corporate bonds.
The Group uses derivatives to reduce foreign exchange and interest rate fluctuation risks but does not engage in any speculativetransactions.
(2) Details of financial instruments and their risks and the Group’s risk management system
The Group is exposed to credit risk arising from operating receivables such as trade notes and accounts receivable. To limit therisk, the Company conducts due date and outstanding receivable management on a customer-by-customer basis in accordance withits “credit exposure management guidelines” and has a grading system to evaluate the credit condition of its major customers every
six months. The consolidated subsidiaries manage credit risks similarly, following the Company’s “credit exposure management
guidelines.”
Investment securities held by the Company are comprised of exchange listed shares (strategic shareholdings) and unlisted stocks,
with the bulk consisting of exchange listed shares (strategic shareholdings). As a policy, exchange listed shares (strategic
shareholdings), in accordance with the “Guidelines for the Holding and Management of Exchange Listed Shares,” are held only if
judged to contribute to the Company’s sustained growth and medium- to long-term corporate value enhancement. Individual
investment securities, including unlisted stocks, are subject to verification of their holding purpose and rationale, etc. and reported
each year to the Board of Directors for comprehensive deliberation regarding the justification of their holding. The verification ofshareholding rationale includes determining whether risks and benefits resulting from the shareholdings are proportionate to thecost of capital.
Operating payables, such as trade notes and accounts payables, and other account payables, are generally due within one year.
Some arise in connection with the import of raw materials and goods that are denominated in foreign currencies. The Company
uses foreign currency forward contracts to reduce foreign currency fluctuation risk that arises from operating payables in foreign
currencies.
The Group primarily uses loans to procure operating funds. Lease liabilities from finance leases are incurred to raise funds forcapital expenditure. The amount of interest expenses has been fixed for the long-term portion of borrowings through the use ofindividual fixed-rate contracts as well as interest rate swap transactions as hedging instruments, in order to avoid the risk of interest
rate fluctuations. No interest swap transactions were current as of March 31, 2024.
To minimize counterparty risk, the Company follows its “derivative transaction rules” and enters such transactions only withhighly rated financial institutions.
The Company is exposed to liquidity risk arising from its operating obligations and loan payables. To minimize this risk, the
Accounting Department prepares cash flow plans based on other divisions’ reports and regularly updates the statements. The
consolidated subsidiaries also manage liquidity risk in accordance with the methods used by the Company.
(3) Supplementary explanation on fair values of financial instruments
As a variety of factors, some of which are variable, are taken into account when calculating the fair values of financial instruments,
the adoption of different assumptions may result in different values.
The contract amounts of the derivative transactions stated in “2. Fair value of financial instruments” do not reflect the market
risk involved in the derivative transactions themselves.

-82-

2. Fair value of financial instruments
The following table shows consolidated balance sheet amounts, fair value and any difference between book value and fair value.
“Cash and deposits,” “notes and accounts receivable - trade,” “notes and accounts payable - trade,” “accounts payable -other” and“short-term borrowings” are omitted as they are cash or are settled in a short period of time and thus their fair values are similar totheir book values.
Previous fiscal year (As of March 31, 2023)(Millions of yen)Book value on the
consolidated balance sheet

Fair value

Difference

Investment securities (*1)
Available-for-sale securities

11,391

11,391–

Total assets

11,391

11,391–(1) Long-term borrowings

8,173

8,122

(50)

(2) Lease liabilities

4,759

4,759

0

12,932

12,881

(50)

0

0

–

Total Liabilities
Derivatives transactions (*2)(*1) Shares without market price, etc. are not included in “Investment securities, Available-for-sale securities.” Book values on the
consolidated balance sheet for these financial instruments are as follows:(Millions of yen)
Category

As of March 31, 2023

Unlisted stocks

47

Shares of subsidiaries and associates

262(*2) Derivative receivables and payables are presented on a net basis.
Current fiscal year (As of March 31, 2024)(Millions of yen)Book value on the
consolidated balance sheet

Fair value

Difference

Investment securities (*1)
Available-for-sale securities

15,867

15,867–

Total assets

15,867

15,867–(1) Long-term borrowings

8,161

8,109

(51)

(2) Lease liabilities

4,236

4,235

(0)

12,39812,345

(52)

63

63

–

Total Liabilities
Derivatives transactions (*2)(*1) Shares without market price, etc. are not included in “Investment securities, Available-for-sale securities.” Book values on the
consolidated balance sheet for these financial instruments are as follows:(Millions of yen)
Category

As of March 31, 2024

Unlisted stocks

47

Shares of subsidiaries and associates345(*2) Derivative receivables and payables are presented on a net basis.

-83-

(Note 1) Estimated redemption amounts of monetary assets and available-for-sale securities with maturity dates after the
consolidated balance sheet datePrevious fiscal year (As of March 31, 2023)(Millions of yen)Over 1 year but
Within 1 year
Over 5 years
within 5 years
Cash and deposits

6,916

–

–

Notes and accounts receivable - trade

23,897––30,813––

Total
Current fiscal year (As of March 31, 2024)(Millions of yen)
Within 1 year

Over 1 year but
within 5 years

Over 5 years

Cash and deposits

9,668

–

–

Notes and accounts receivable - trade

28,018––37,686

–

–

Total

(Note 2) Estimated repayment amounts of long-term borrowings, lease liabilities and other interest-bearing debts after the closing
date of each fiscal year
Previous fiscal year (As of March 31, 2023)(Millions of yen)Over 1 year Over 2 years Over 3 years Over 4 years
Within 1 year but within 2 but within 3 but within 4 but within 5 Over 5 years
years
years
years
years
Short-term borrowings

9,858

–

–

–

–

–

Long-term borrowings

2,917

2,322

1,418

944

566

5

Lease liabilities

1,024

993

777

603

507

853

Total

13,799

3,315

2,195

1,547

1,073

858

Current fiscal year (As of March 31, 2024)
Over 1 year
Within 1 year but within 2
years(Millions of yen)Over 2 years Over 3 years Over 4 years
but within 3 but within 4 but within 5 Over 5 years
years
years
years

Short-term borrowings

9,248

–

–

–

–

–

Long-term borrowings

2,984

2,080

1,594

1,032

471

–

Lease liabilities

1,057

829

654

560

380

755

Total

13,289

2,909

2,248

1,592

851

755

3. Breakdown of financial instruments by the level of their fair value
The Company classifies the fair values of financial instruments into the following three levels in accordance with the observability
and importance of inputs used in the calculation of fair values.
Level 1 fair values: Fair values calculated using (non-adjusted) market prices of identical assets/liabilities in active markets
Level 2 fair values: Fair values calculated using directly or indirectly observable inputs other than Level 1 inputs
Level 3 fair values: Fair values calculated using important but unobservable inputs
When several types of inputs that have a significant impact on the calculation of fair values are used, those fair values are classified
at the level that is the least prioritized in calculating them, among the respective levels of these inputs.

-84-(1) Financial instruments recorded at fair value in consolidated balance sheet
Previous fiscal year (As of March 31, 2023)
Fair value (Millions of yen)
Category
Level 1
Level 2
Level 3
Investment securities
Available-for-sale securities
Equity securities
11,391–

Total–

11,391––

0
11,392Derivatives transactions
Currency-related derivatives
Total assets–
11,3910
0

Current fiscal year (As of March 31, 2024)
Category
Investment securities
Available-for-sale securities
Equity securities

Fair value (Millions of yen)
Level 2
Level 3

Level 1

Total

15,867––

15,867–
15,867

63
63

–
–

63
15,930Derivatives transactions
Currency-related derivatives
Total assets(2) Financial instruments other than those recorded at fair value in consolidated balance sheet
Previous fiscal year (As of March 31, 2023)
Fair value (Millions of yen)
Category
Level 1
Level 2
Level 3Long-term borrowings–
8,122
Lease liabilities–
4,759
Total Liabilities–
12,881

Total
–
–
–

8,122
4,759
12,881

Current fiscal year (As of March 31, 2024)
Category
Long-term borrowings
Lease liabilities
Total Liabilities

Fair value (Millions of yen)
Level 2
Level 3
8,109
4,235
12,345

Level 1
–
–
–

Total
–
–
–

8,109
4,235
12,345(Note) Explanation on evaluation technique and inputs used to calculate fair values
Investment securities
Available-for-sale securities
The fair values of these securities are based on prices on securities exchanges, and therefore are classified as Level 1.
Derivatives transactions
All of the derivative transactions are fixed-rate transactions with the discounted cash flow method being used to calculate
the fair values of fixed-rate contracts based on the observable inputs such as exchange rates. Therefore, their fair values areclassified as Level 2.
Long-term borrowings and lease liabilities
The fair values for these items have been calculated as the present value of the sum of principal and interest amounts,
discounted using the estimated interest rates for new borrowings or lease transactions of the same kind. Therefore, their fairvalues are classified as Level 2.

-85-

(Securities)
1. Available-for-sale securities
Previous fiscal year (As of March 31, 2023)(Millions of yen)
Category

Book value on the consolidatedbalance sheet

Historical cost

Difference

Securities with book values
exceeding historical cost
1) Equity securities

11,183

4,115

7,067

2) Bonds–––

3) Other–––

11,183

4,115

7,067

208

239

(30)

2) Bonds–––

3) Other–––

Subtotal

208

239

(30)

Total

11,391

4,354

7,037

Subtotal
Securities with book values
not exceeding historical cost
1) Equity securities(Note) Unlisted stocks (carrying amount of 47 million yen) are not included in the table above as they do not have market prices.
Current fiscal year (As of March 31, 2024)(Millions of yen)
Category

Book value on the consolidatedbalance sheet

Historical cost

Difference

Securities with book values
exceeding historical cost
1) Equity securities

15,813

4,328

11,484

2) Bonds–––

3) Other–––

15,813

4,328

11,484

1) Equity securities

54

58

(3)

2) Bonds–––

3) Other–––

Subtotal

54

58

(3)

Total

15,867

4,387

11,480Subtotal
Securities with book values
not exceeding historical cost

(Note) Unlisted stocks (carrying amount of 47 million yen) are not included in the table above as they do not have market prices.

-86-2. Available-for-sale securities sold during the year
Previous fiscal year (From April 1, 2022 to March 31, 2023)(Millions of yen)
Category

Proceeds

Equity securities
Bonds
Other
Total

Gains on sales

Losses on sales

895
–
–

643
–
–

–
–
–

895

643

–

Current fiscal year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Category
Equity securities
Bonds
Other
Total

Proceeds

Gains on sales

Losses on sales

4
–
–

1
–
–

–
–
–

4

1

–

3. Impairment of investment securities
There was no impairment of investment securities during the fiscal years ended March 31, 2023 and 2024.

-87-

(Derivatives transactions)
1. Derivative transactions not subject to the application of hedge accounting
Not applicable.
2. Derivative transactions subject to the application of hedge accounting
The contract amount or the amount equivalent to the principal set forth in the contract, etc. by hedge accounting method on the
consolidated closing date are as follows:(1) Currency-related derivatives
Previous fiscal year (As of March 31, 2023)(Millions of yen)Contract amount
Hedge accounting method

Designated hedge accounting
such as fixed-rate contracts

Transaction types

Major hedged items

Fixed-ratetransaction
On purchased
U. S. dollar
Euro

Accounts payable- tradeTotal

Due over 1 year

Fair value

2,067
37

–
–

0
0

2,105

–

0

Current fiscal year (As of March 31, 2024)(Millions of yen)Contract amount
Hedge accounting method

Designated hedge accounting
such as fixed-rate contracts

Transaction types

Major hedged items

Fixed-ratetransaction
On purchased
U. S. dollar

Accounts payable- tradeTotal(2) Interest-related derivatives
Previous fiscal year (As of March 31, 2023)
Not applicable.
Current fiscal year (As of March 31, 2024)
Not applicable.

-88-

Due over 1 year

Fair value

1,633

–

63

1,633

–

63

(Retirement benefits)
1. Outline of retirement benefit plans adopted
The Company and its consolidated subsidiaries have defined benefit corporate pension plans (fund type) and lump-sum retirement
allowance plans as well as defined contribution plans. In the case of certain defined contribution plans, employees can select a defined
contribution plan or advanced payment of retirement benefits. In some cases, additional severance benefits may be paid to theemployees upon retirement.
2. Defined benefit obligation(1) The changes in retirement benefit obligation for the fiscal years ended March 31, 2024 and 2023 (excluding those for which thesimplified method was applied)
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Beginning balance of retirement benefit obligation
12,274 million yen
11,909 million yen
Service cost – benefits earned during the year
Interest cost on projected benefit obligation

268 million yen
98 million yen

248 million yen
95 million yen

Actuarial gains and losses
Retirement benefits paid

109 million yen(840) million yen(41) million yen(761) million yen

11,909 million yen

11,450 million yen

Ending balance of retirement benefit obligation(2) The changes in plan assets for the fiscal years ended March 31, 2024 and 2023 (excluding those for which the simplified method
was applied)
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Beginning balance of plan assets
14,947 million yen
14,355 million yen
Expected return on plan assets
373 million yen
358 million yen
Actuarial gains and losses
Contribution from the employer(510) million yen
170 million yen

850 million yen
144 million yen

Retirement benefits paid(626) million yen(594) million yen

Ending balance of plan assets

14,355 million yen

15,115 million yen(3) The changes in retirement benefit liability of the plans for which the simplified method was applied for the fiscal years ended
March 31, 2024 and 2023
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Beginning balance of retirement benefit liability
1,921 million yen
2,051 million yen
Retirement benefit expenses
196 million yen
193 million yen
Retirement benefits paid
Ending balance of retirement benefit liability-89-(65) million yen(131) million yen

2,051 million yen

2,113 million yen

(4) Reconciliation between the ending balance of projected benefit obligation and plan assets and liability and asset for retirement
benefits recorded in the consolidated balance sheet
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Funded retirement benefit obligation
12,494 million yen
12,036 million yen
Plan assets(14,355) million yen(15,115) million yen(1,861) million yen
1,467 million yen(3,078) million yen
1,527 million yen(393) million yen(1,550) million yen

Retirement benefit asset(1,861) million yen
Retirement benefit liability
1,467 million yen
Net liability (asset) for retirement benefits recorded in(393) million yen
the consolidated balance sheet(Note) The plans to which the simplified method is applied are included.

(3,078) million yen
1,527 million yen

Unfunded retirement benefit obligation
Net liability (asset) for retirement benefits recorded in
the consolidated balance sheet(1,550) million yen(5) The components of retirement benefit expenses

Service cost – benefits earned during the year
Interest cost on projected benefit obligation

Previous fiscal year
(From April 1, 2022 toMarch 31, 2023)
268 million yen
98 million yen

Current fiscal year
(From April 1, 2023 toMarch 31, 2024)
248 million yen
95 million yen(373) million yen
94 million yen(358) million yen
58 million yen

196 million yen

193 million yen

282 million yen

237 million yen

Expected return on plan assets
Amortization of actuarial differences
Retirement benefit expenses calculated using thesimplified method
Retirement benefit expenses on defined benefit plans

Extra retirement payments (Note)
34 million yen
12 million yen(Note) Recorded under extraordinary losses. In addition, extra retirement payments for the fiscal year ended March 31, 2023 andfor the fiscal year ended 2024 are additional severance benefits for those who were permanently transferred to consolidated
subsidiaries.
(6) Remeasurements of defined benefit plans
The components of remeasurements of defined benefit plans (before tax effect) were as follows:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Actuarial gains and losses(524) million yen
950 million yen
Total(524) million yen

950 million yen(7) Remeasurements of defined benefit plans
The components of accumulated remeasurements of defined benefit plans (before tax effect) were as follows:
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Unrecognized actuarial gain or loss
701 million yen(249) million yen
Total

701 million yen-90-(249) million yen

(8) Plan assets
1) Major components of plan assets
The components of plan assets were as follows:

Bonds
Equity securities

Previous fiscal year
(As of March 31, 2023)
43.8 ％
21.6 ％

Current fiscal year
(As of March 31, 2024)
42.3 ％
24.0 ％

Alternatives (Note)
General account24.3 ％
8.3 ％

23.6 ％
7.9 ％Short-term assets

2.0 ％

2.2 ％

Total
100 ％
(Note) Regarding alternatives, hedge fund investments are made for the purpose of risk diversification.

100 ％2) Method of determining long-term expected rate of return
The long-term expected rate of return on plan assets is determined by taking into consideration the allocation of plan assets
which are expected currently and in the future and the long-term rates of return which are expected currently and in the futurefrom the various components of the plan assets.
(9) Assumptions used for actuarial calculations
Key basis for actuarial calculations

Discount rateLong-term expected rate of return
Expected rate of salary increase (Note)Previous fiscal year
(From April 1, 2022 toMarch 31, 2023)
0.8 ％
2.5 ％

Current fiscal year
(From April 1, 2023 toMarch 31, 2024)
0.8 ％
2.5 ％

Lump-sum payment plans
4.7 ％
4.7 ％
(Note) As the defined benefit corporate pension plan (fund type) is a fixed amount system (point system) based on the number ofyears of service, the expected rate of salary increase is not used.
3. Defined contribution plans
The amount of required contribution to the defined contribution plans of the Company and its consolidated subsidiaries was 222
million yen for the fiscal year ended March 31, 2023 and 206 million yen for the fiscal year ended March 31, 2024.

-91-

(Tax effect accounting)
1. Significant components of deferred tax assets and liabilities
Previous fiscal year
(As of March 31, 2023)
Deferred tax assets
Impairment losses
Tax loss carryforwards (Note) 2
Denied sales discounts, etc.
Retirement benefit liability
Provision for bonuses
Long-term trade receivables
Provision for restructual reforms
Allowance for doubtful accounts
Other

Current fiscal year
(As of March 31, 2024)

1,464 million yen
1,486 million yen
649 million yen
470 million yen
253 million yen
215 million yen
98 million yen
44 million yen
680 million yen

5,222 million yen
1,224 million yen
685 million yen
537 million yen
261 million yen
215 million yen
85 million yen
49 million yen
632 million yen

5,363 million yen

8,914 million yen(1,381) million yen(935) million yen(2,881) million yen(6,095) million yen(4,262) million yen(7,030) million yen

1,100 million yen

1,883 million yen

Valuation difference on available-for-sale securities(2,087) million yen(3,434) million yen

Retirement benefit asset
Reserve for tax purpose reduction entry of non-current
assetsOther(569) million yen(942) million yen(29) million yen(28) million yen

Deferred tax assets subtotal
Valuation allowance for tax loss carryforwards (Note)
2
Valuation allowance for deductible temporary
differences
Valuation allowances subtotal (Note) 1
Total deferred tax assets
Deferred tax liabilities(57) million yen(77) million yen

Total deferred tax liabilities(2,744) million yen(4,482) million yen

Net deferred tax assets (liabilities)(1,643) million yen(2,599) million yen(Notes) 1. Valuation allowance increased 2,768 million yen year on year. This is mainly due to increase in impairment losses that are
difficult to eliminate for the estimated duration.
2. Tax loss carryforwards and deferred tax assets by expiration periods
Previous fiscal year (As of March 31, 2023)(Millions of yen)Tax loss carryforwards (*1)

Over 2
Over 1 year
Within 1
years but
but within 2
yearwithin 3
years
years
11
13
8

Over 3
years butwithin 4
years
33

Over 4
years butwithin 5
years–

Over 5
years

Total

1,419

1,486

Valuation allowances

(11)

(13)

(8)

(33)

–

(1,313)(1,381)

Deferred tax assets

–

–

0

–

–

105

(*2) 105(*1) Tax loss carryforwards shown in the above table are after multiplying the statutory tax rate.
(*2) With respect to 1,486 million yen in tax loss carryforwards (after application of the statutory tax rate), 105 million yen indeferred tax assets has been recognized. This 105 million yen in deferred tax assets was recognized as loss carryforwards
recoverable based on projected future taxable income out of the 1,486 million yen balance in tax loss carryforwards (after
application of the statutory tax rate) at the Company and some consolidated subsidiaries.

-92-

Current fiscal year (As of March 31, 2024)(Millions of yen)Tax loss carryforwards (*1)

Over 2
Over 1 year
Within 1
years but
but within 2
yearwithin 3
years
years
13
8
33

Over 3
years butwithin 4
years–

Over 4
years butwithin 5
years
85Over 5
years

Total

1,083

1,224

Valuation allowances

(13)

(8)

(33)

–

(81)

(798)

(935)

Deferred tax assets

–

0

–

–

4

285

(*2) 289(*1) Tax loss carryforwards shown in the above table are after multiplying the statutory tax rate.
(*2) With respect to 1,224 million yen in tax loss carryforwards (after application of the statutory tax rate), 289 million yen indeferred tax assets has been recognized. This 289 million yen in deferred tax assets was recognized as loss carryforwards
recoverable based on projected future taxable income out of the 1,224 million yen balance in tax loss carryforwards (after
application of the statutory tax rate) at the Company and some consolidated subsidiaries.
2. Breakdown of major items that caused the significant difference between the statutory tax rate and the effective tax rate after applying
tax effect accounting
Notes for the previous fiscal year and the current fiscal year are omitted as we recorded loss before income taxes.
3. Accounting treatment of national/regional income taxes and treatment of related tax effect accounting
As the Company and some of its domestic consolidated subsidiaries adopt the group tax sharing system, the Company implements
the accounting treatment of national/regional income taxes and related accounting treatment of tax effect accounting and disclosurein accordance with the “Practical Solution on the Accounting and Disclosure Under the Group Tax Sharing System” (the Practical
Solution No.42, August 12, 2021).
(Asset retirement obligations)This note has been omitted due to the insignificance of the total amount of asset retirement obligations.
(Real estate for lease, etc.)
This note has been omitted due to the insignificance of the total amount of real estate for lease, etc.
(Revenue recognition)
1. Breakdown of revenues generated from contracts with customers
The breakdown of revenues generated from contracts with customers is shown in “[Notes] (Segment information, etc.)”
2. Information that forms the basis to understand revenues generated from contracts with customers
Information that forms the basis to understand revenues generated from contracts with customers is shown in “(5) Accounting
policies for significant revenues and expenses” under “4. Disclosure of accounting policies” in “[Notes] (Significant accounting
policies for preparation of consolidated financial statements).”-93-

(Segment information, etc.)[Segment information]
1. Description of reportable segments(1) Method for determining reportable segments
The Group’s reportable segments are determined based on the availability of separate financial information for such segments thatis examined periodically by the Board of Directors to make decisions regarding the allocation of management resources and to assessbusiness performance.
The Group has divided its business operations into two reportable segments, based on their respective product categories: The“Processed Food Products operations” segment and the “Meat Products operations” segment.
(2) Description of the businesses that constitute each reportable segment
In the Processed Food Products operations segment, the Company manufactures and sells ham, sausage and precooked andprocessed foods. In the Meat Products operations segment, the Company processes and sells meat (beef, pork, chicken, etc.) products.
2. Methods of measurement for sales, profit (loss), assets, liabilities and other items for each reportable segment
Accounting policies adopted by the reportable segments are identical to those described in “Significant accounting policies for
preparation of consolidated financial statements.”
Intersegment sales and transfers were calculated based on prevailing market prices.
3. Disclosure of sales, profit (loss), asset, liability, and other items and disaggregation of revenues for each reportable segment
Previous fiscal year (From April 1, 2022 to March 31, 2023)(Millions of yen)Book value
Reportable segmenton theProcessed
Other
Adjustments consolidated
Meat
Total
Food
(Note) 1(Note) 2
financial
Products
Total
Products
statements
operations
operations(Note) 3
Net sales
Ham & Sausage Products
Precooked & Processed
Foods

64,392–64,392–64,392–64,39282,700–82,700–82,700–82,700Meat Products operations–

74,75874,758–74,758–74,758

Other

–

–

–

127

127

–

127

147,093

74,758221,851

127

221,979–

221,979

147,093

74,758221,851

127

221,979–

221,979

–

–

–

854

854

(854)

–

147,093

74,758221,851

981

222,833(854)

221,979

Segment income (loss)(1,653)203(1,449)49(1,400)–(1,400)

Segment assets

83,615

20,633

104,249

225

104,474

21,786126,261

Revenues generated fromcontracts with customers
Sales to externalcustomers
Intersegment sales andtransfers
Total

Other items
Depreciation
and
7,278
408
7,687
6
7,693
–
7,693
amortization (Note) 4
Increase in property,
plant and equipment, and
6,441
407
6,848
2
6,850
9
6,860
intangible assets (Note) 4(Notes) 1. The “Other” segment is business other than that of the reportable segments and includes the insurance agency business.
2. Adjustments for segment assets of 21,786 million yen refer to corporate assets that are comprised mainly of cash anddeposits, investment securities and real estate for rent and other.
3. Segment income (loss) is equal to the operating loss in the consolidated statements of income.
4. Depreciation and amortization and increase in property, plant and equipment and intangible assets include long-term
prepaid expenses.

-94-Current fiscal year (From April 1, 2023 to March 31, 2024)
Reportable segment(Millions of yen)Book valueon theAdjustments consolidated(Note) 2
financialstatements(Note) 3

Processed
Food
Products
operations

Meat
Products
operations

Ham & Sausage Products
Precooked & Processed
Foods

65,517–65,517–65,517–65,51786,886–86,886–86,886–86,886Meat Products operations–

76,27676,276–76,276–76,276

Other

–

–

–

128

128

–

128

152,404

76,276228,680128

228,808–

228,808

152,404

76,276228,680128

228,808–

228,808

–

–

–

829

829

(829)

–

Total

152,404

76,276228,680957

229,637(829)

228,808

Segment income

2,125

943

3,068

48

3,117

–

3,117

Segment assets

71,90920,41492,323

209

92,53329,286

121,819

Other(Note) 1

Total

Total

Net sales

Revenues generated fromcontracts with customers
Sales to externalcustomers
Intersegment sales andtransfers

Other items
Depreciation and
6,699
406
7,106
11
7,117
–
7,117
amortization (Note) 4
Increase in property,
plant and equipment, and
3,553
556
4,109
17
4,127
6
4,133
intangible assets (Note) 4(Notes) 1. The “Other” segment is business other than that of the reportable segments and includes the insurance agency business.
2. Adjustments for segment assets of 29,286 million yen refer to corporate assets that are comprised mainly of investment
securities, cash and deposits and real estate for rent and other.
3. Segment income is equal to the operating profit in the consolidated statements of income.
4. Depreciation and amortization and increase in property, plant and equipment and intangible assets include long-term
prepaid expenses.

-95-[Related information]
Previous fiscal year (From April 1, 2022 to March 31, 2023)
1. Information by product and services(Millions of yen)
Ham & Sausage
Products

Precooked &Processed Foods

Meat Products

64,39282,70074,758

Sales to externalcustomers

Other

Total
127

221,979

2. Information by geographic area
(1) Net sales
Not applicable as the Company’s external customers were based solely in Japan.
(2) Property, plant and equipment
Not applicable as the Company’s property, plant and equipment were located solely in Japan.
3. Information by major customer
This statement is omitted because there were no sales to specific customers that account for 10% or more of net sales in the
consolidated statement of income.
Current fiscal year (From April 1, 2023 to March 31, 2024)
1. Information by product and services(Millions of yen)
Ham & Sausage
Products

Precooked &Processed Foods

Meat Products

65,51786,88676,276

Sales to externalcustomers

Other

Total
128

228,808

2. Information by geographic area
(1) Net sales
This statement is omitted because sales to external customers based in Japan account for more than 90% of net sales in the
consolidated statement of income.
(2) Property, plant and equipment
Not applicable as the Company’s property, plant and equipment were located solely in Japan.
3. Information by major customer(Millions of yen)
Name of customer

Sales

FamilyMart Co., Ltd.

Related segment name23,328-96-

Processed Food Products operations

[Information on impairment losses on non-current assets by reportable segment]
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Reportable segment

Impairment losses (Note) 1

Processed
Food
Products
operations

Meat
Products
operations

2,071

227

Other

Total

Total
2,299

–

2,299

(Millions of yen)Amountrecorded on
Adjustments
the(Note) 2 consolidated
statement ofincome171

2,471(Notes) 1. Part of restructuring expenses was included.
2. “Adjustments” of 171 million yen relate to corporate assets not attributable to any reportable segment.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Reportable segment

Impairment losses (Note) 1

Processed
Food
Products
operations

Meat
Products
operations

12,737

–

Other

Total

Total
12,737–

12,737(Millions of yen)Amountrecorded on
Adjustments
the(Note) 2 consolidated
statement ofincome912,747(Notes) 1. Among 12,737 million yen in the “Processed Food Products operations” segment, 497 million yen has been recorded as“Restructuring expenses.”
2. “Adjustments” of 9 million yen relate to corporate assets not attributable to any reportable segment.
[Information about amortization and balance of goodwill by reportable segment]
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Not applicable.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Not applicable.
[Information on gain on bargain purchase by reportable segment]
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Not applicable.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Not applicable.

-97-[Related parties]
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Not applicable.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Not applicable.
(Per share information)
Previous fiscal year
(From April 1, 2022 toMarch 31, 2023)

Current fiscal year
(From April 1, 2023 toMarch 31, 2024)

Net assets per share

2,731.03 yen

2,494.90 yen

Loss per share(198.77 yen)(377.73 yen)

(Notes) 1. Diluted profit per share is not stated because there is no dilutive security.
2. Basis of calculation(1) The basis of calculation of loss per share is as follows:
Previous fiscal year
Item
(From April 1, 2022 toMarch 31, 2023)

Current fiscal year
(From April 1, 2023 toMarch 31, 2024)

Loss attributable to owners of parent (Millions of yen)

(4,987)(9,414)

Amount not attributable to common shareholders(Millions of yen)––

Loss attributable to owners of parent associated with
common stock (Millions of yen)

(4,987)(9,414)Weighted average number of common shares during
the period (Thousand shares)

25,09324,922(2) The basis of calculation of net assets per share is as follows:
Previous fiscal year
Item
(As of March 31, 2023)
Total net assets (Millions of yen)Amount deducted from total net assets (Millions ofyen)[Non-controlling interests included in the above)(Millions of yen]Amounts of net assets related to common stock at theend of the fiscal year (Millions of yen)
Number of common shares used to calculate net
assets per share at the end of the fiscal year
(Thousand shares)-98-

Current fiscal year
(As of March 31, 2024)

69,01462,751

682

741

[682]

[741]

68,33162,01025,02024,854(Significant events after reporting period)
1. Transfer of significant assets
The Company resolved to transfer certain non-current assets at the Board of Directors meeting held on February 26, 2024, concluded
a sale and purchase agreement dated March 19, 2024, and transferred the non-current assets in question on June 27, 2024. Details areshown below:(1) Reasons for transfer of non-current assets
The following non-current assets the Company had owned were transferred in order to effectively utilize its management
resources and strengthen its financial position.
(2) Details of transferred assets
Details and location of assets

Gain on sale

Current status

1,170.19 m2

Land
Idle assets (Site of former
Buildings (total floor area)
726.02 m2
1,900 million yen
sales office)2-23-3 Yanaka, Adachi-ku, Tokyo* The transfer price and book value of these assets are not disclosed by the request of the transferee.
(3) Overview of transferee* The details of the transferee are not disclosed by its request. There are no capital or business relationships to note between thetransferee and the Company, and the transferee is not a related party of the Company.
(4) Timeline of transfer
1) Date of Board of Directors’ resolution2) Contract date3) Property handover dateFebruary 26, 2024
March 19, 2024
June 27, 2024

(5) Future outlook
In connection with the transfer of the non-current assets as mentioned above, a gain on sale of non-current assets of 1,900
million yen is expected to be recorded as an extraordinary income in the first quarter of the fiscal year ending March 31, 2025.
2. Appropriation of surplus
At the Board of Directors’ meeting held on May 13, 2024, the Company resolved to submit a proposal on the appropriation of
surplus to the 76th Ordinary General Meeting of Shareholders to be held on June 27, 2024, and it was approved at the same General
Meeting of Shareholders.
(1) Purpose of the appropriation of surplus
The Company intends to appropriate surplus to cover retained losses brought forward and prepare for the payment ofdividends, as well as to enable the implementation of a flexible capital policy in the future.
(2) Method for the appropriation of surplus
In accordance with the provisions of Article 452 of the Companies Act, the Company reduced the general reserve to increase
retained earnings brought forward to compensate for the losses.
1) Item to be reduced and amount thereof
General reserve
10,050 million yen
2) Item to be increased and amount thereof
Retained earnings brought forward 10,050 million yen(3) Timeline
1) Date of Board of Directors’ resolution
2) Date of General Meeting of Shareholder’s resolution3) Effective date

May 13, 2024
June 27, 2024
June 27, 2024

-99-

5) Annexed consolidated detailed schedules[Annexed consolidated detailed schedule of corporate bonds]
Not applicable.
[Annexed consolidated detailed schedule of borrowings]

Category

Balance at
beginning of
period(Millions of yen)

Short-term borrowings

9,858

9,248

0.72

–

Current portion of long-termborrowings

2,917

2,984

0.91

–

Current portion of lease liabilities

1,024

1,057

2.64

–

Long-term borrowings (excluding acurrent portion)

5,255

5,177

0.99

April 2025 toMarch 2029

Lease liabilities (excluding a current
portion)

3,735

3,179

2.82

April 2025 toMarch 2033

Total

22,79021,646–

Balance at end of
Average interest
periodrate (%)(Millions of yen)

Repayment deadline–(Notes) 1. Average interest rate represents weighted average interest rate for the balance of borrowings, etc. at the end of
the current fiscal year.
2. Scheduled annual repayment of long-term borrowings and lease liabilities (excluding the current portion) for 5
years subsequent to March 31, 2024.
Over 1 year but within Over 2 years but
Over 3 years but
Over 4 years but
Category
2 years
within 3 years
within 4 years
within 5 years(Millions of yen)
(Millions of yen)
(Millions of yen)
(Millions of yen)
Long-term
borrowings
Lease liabilities

2,080

1,594

1,032

471

829

654

560

380

[Annexed consolidated detailed schedule of asset retirement obligations]
The amounts of asset retirement obligations at the beginning and the end of the current fiscal year are not larger than 1%of the total amount of liabilities and net assets at the beginning and the end of the current fiscal year. Consequently, thisinformation is omitted.
(2) Other
Quarterly information for the fiscal year ended March 31, 2024
(Cumulative period)
Net sales
Profit (loss) before income
taxes
Profit (loss) attributable toowners of parent

1st Quarter

3rd Quarter

Current fiscal year

(Millions of yen)

56,263

114,118

175,908

228,808(Millions of yen)

1,035

1,264

3,027

(9,283)(Millions of yen)

976

983

2,435

(9,414)

(Yen)

39.03

39.34

97.63

(377.73)

Profit (loss) per share(Accounting period)
Profit (loss) per share

2nd Quarter

1st Quarter
(Yen)

39.03

-100-

2nd Quarter
0.27

3rd Quarter
58.43

4th Quarter(476.75)

2. Non-consolidated Financial Statements, etc.
(1) Non-consolidated Financial Statements
1) Non-consolidated Balance Sheets(Millions of yen)Previous fiscal year
(As of March 31, 2023)

Current fiscal year
(As of March 31, 2024)

AssetsCurrent assets
Cash and deposits

1,418

2,113

Notes receivable - trade
Accounts receivable - trade30
16,477*3 36

18,950

Merchandise and finished goods
Work in process

7,780
236

7,127
268

Raw materials and supplies
Short-term loans receivable

4,741
2,898

4,499
3,689

Other
Allowance for doubtful accounts

3,713
(3)

3,276
(8)

Total current assets

37,29339,952

Property, plant and equipment
Buildings

8,222

3,891

Structures
Machinery and equipment

567
11,306354
4,533

VehiclesTools, furniture and fixtures

11
1,088

6
1,058

Land
Leased assets

10,062
92

7,495
61

303

318

Non-current assets

Construction in progress

31,655

17,720Intangible assets

Total property, plant and equipment

1,370

187

Investments and other assets
Investment securities

11,397

15,862

5,413
7,378

5,448
7,522

4,226

1,383

3,118

3,364

Shares of subsidiaries and associates
Real estate for rent and other
Long-term loans receivable from subsidiaries
and associates
Other
Allowance for doubtful accounts

(830)

(839)

Total investments and other assets

30,70432,741

63,72950,648101,023

90,601

Total non-current assets
Total assets-101-

(Millions of yen)Previous fiscal year
(As of March 31, 2023)

Current fiscal year
(As of March 31, 2024)

Liabilities
Current liabilities
Notes payable - trade
Accounts payable - trade90
15,18385
15,654

Short-term borrowings
Current portion of long-term borrowings

9,128
2,902

8,418
2,974

Lease liabilities
Accounts payable - other

48
4,366

33
2,830

Income taxes payable
Provision for bonuses

–
296

122
270

Provision for restructual reforms
Other

178
413

278
727

Total current liabilities

32,606

31,394Non-current liabilities
Long-term borrowings

5,210

5,142

59
2,364

33
3,296

14

12

Lease liabilities
Deferred tax liabilities
Provision for loss on business of subsidiaries andassociates
Provision for restructual reforms
Other
Total non-current liabilities

144

–

263

225

8,056

8,709

40,663

40,104

6,716

6,716

Legal capital surplus
Other capital surplus

21,685387

21,685387

Total capital surplus

22,07322,073Retained earnings
Legal retained earnings

1,676

1,676

20,05020,050

66

65

8,175

(4,541)

Total liabilities
Net assets
Shareholders' equity
Share capital
Capital surplus

Other retained earnings
General reserve
Reserve for tax purpose reduction entry of
non-current assets
Retained earnings brought forward

29,96817,250Treasury shares

Total retained earnings(3,342)(3,620)Total shareholders' equity

55,41542,419

4,944

8,033

Valuation and translation adjustments
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

-102-

0

43

4,944

8,077

60,36050,497101,023

90,601

2) Consolidated Statements of Income
Previous fiscal year
(From April 1, 2022 toMarch 31, 2023)
135,000(Millions of yen)
Current fiscal year
(From April 1, 2023 toMarch 31, 2024)
135,632

Cost of sales

120,453

119,754

Gross profit

14,547

15,878*1 17,745*1 16,973(3,198)(1,095)

806
546

561
491

Net sales

Selling, general and administrative expenses
Operating loss
Non-operating income
Interest and dividend income
Rental income from real estate
Other

202

236

1,554

1,289

Interest expenses
Rental expenses on real estate

106
258

119
258

Other

34

63

Total non-operating income
Non-operating expenses

Total non-operating expenses

398

441

(2,042)(247)*3 115

*3 8

–

2

643

1

Reversal of allowance for doubtful accounts
Gain on liquidation of subsidiaries and associates

7
14

0
–

Total extraordinary income

781

12

*4 253*4 128

Ordinary loss
Extraordinary income
Gain on disposal of non-current assets
Reversal of provision for loss on business of
subsidiaries and associates
Gain on sale of investment securities

Extraordinary losses
Loss on disposal of non-current assets
Impairment losses
Restructuring expenses
Extra retirement payments
Loss on business of and investment in subsidiaries andaffiliates
Loss on abandonment of inventories
Total extraordinary losses*5 242*5 12,250*6 1,845*6 530

34

12

*7 27

*7 6

*8 271–

2,674

12,926

Loss before income taxes(3,935)(13,161)

Income taxes - current
Income taxes - deferred

(323)
507

(513)
(430)

Total income taxes
Loss

-103-

183

(943)

(4,119)(12,217)

3) Non-consolidated Statements of Changes in Net Assets
For the previous fiscal year (from April 1, 2022 to March 31, 2023)(Millions of yen)
Shareholders' equity
Capital surplus

Retained earnings
Other retained earnings

Share capital Legal capital Other capital Total capital Legal retained
surplussurplussurplusearnings

Balance at beginning of
period6,716

21,685387

22,073

1,676

Reserve for tax
purpose
Retained earnings
reduction entry
brought forward
of non-current
assetsGeneralreserve
20,05066

13,050Changes during period
Dividends of surplus(755)

Reversal of reserve for tax
purpose reduction entry of
non-current assets

(0)

Loss

0
(4,119)Purchase of treasury shares
Net changes in items otherthan shareholders' equity
Total changes during period
Balance at end of period

–

–

–

–

–

–

(0)

(4,874)

6,716

21,685387

22,073

1,676

20,05066

8,175

Shareholders' equity
Retained earnings
TreasurysharesTotal retained
earnings
Balance at beginning of
period34,843(3,066)

Valuation and translation adjustments
Valuation
Total
Total valuation and Total net assets
difference on Deferred gains orshareholders'translation
available-for-sale losses on hedges
equityadjustments
securities
60,566

4,982

71

5,053

65,619Changes during period
Dividends of surplus
Reversal of reserve for tax
purpose reduction entry of
non-current assets
Loss

(755)

(755)

(755)

–

–

–

(4,119)(4,119)(4,119)

(276)

(276)

Purchase of treasury shares(276)

Net changes in items otherthan shareholders' equity

(37)

(70)

(108)

(108)

Total changes during period(4,875)(276)(5,151)

(37)

(70)

(108)

(5,259)Balance at end of period

29,968(3,342)

55,415

4,944

0

4,944

60,360-104-

For the current fiscal year (From April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders' equity
Capital surplus

Retained earnings
Other retained earnings

Share capital Legal capital Other capital Total capital Legal retained
surplussurplussurplusearnings

Balance at beginning of
period6,716

21,685387

22,073

1,676

Reserve for tax
purpose
Retained earnings
reduction entry
brought forward
of non-current
assetsGeneralreserve
20,05066

8,175

Changes during period
Dividends of surplus(500)

Reversal of reserve for tax
purpose reduction entry of
non-current assets

(0)

Loss

0
(12,217)

Purchase of treasury shares
Net changes in items otherthan shareholders' equity
Total changes during period
Balance at end of period

–

–

–

–

–

–

(0)

(12,717)

6,716

21,685387

22,073

1,676

20,05065(4,541)

Shareholders' equity
Retained earnings
TreasurysharesTotal retained
earnings
Balance at beginning of
period29,968(3,342)

Valuation and translation adjustments
Valuation
Total
Total valuation and Total net assets
difference on Deferred gains orshareholders'translation
available-for-sale losses on hedges
equityadjustments
securities
55,415

4,944

0

4,944

60,360Changes during period
Dividends of surplus
Reversal of reserve for tax
purpose reduction entry of
non-current assets
Loss

(500)

(500)

(500)

–

–

–

(12,217)(12,217)(12,217)

(277)

(277)

Purchase of treasury shares(277)

Net changes in items otherthan shareholders' equity

3,089

43

3,132

3,132

Total changes during period(12,718)(277)(12,995)

3,089

43

3,132

(9,863)

Balance at end of period

17,250(3,620)42,419

8,033

43

8,077

50,497-105-

[Notes](Uncertainties of entity's ability to continue as going concern)
Not applicable.
(Significant accounting policies)
1. Basis and method concerning valuation of assets(1) Basis and method concerning valuation of securities
1) Shares of subsidiaries and associates
Stated at their cost determined by the moving-average method.
2) Available-for-sale securities- Securities other than shares without market price, etc.
Stated at fair value.
(Any valuation difference is booked directly to net assets and the cost of securities sold are computed by the movingaverage method.)- Shares without market price, etc.
Stated at their cost determined by the moving-average method.
(2) Basis and method concerning valuation of derivatives
Derivatives
Stated at fair value.
(3) Basis and method concerning valuation of inventories
Merchandise and finished goods, work in process, and raw materials and supplies
Stated at their cost determined by the weighted average method.
(Balance sheet values reflect write-downs for decreased profitability.)
2. Depreciation and amortization methods for non-current assets(1) Property, plant and equipment (excluding leased assets)
Applying the declining balance method. However, the straight-line method is applied for the buildings (excluding the facilities
attached to buildings) acquired on and after April 1, 1998 and the facilities attached to buildings and structures acquired on andafter April 1, 2016.
(2) Intangible assets (excluding leased assets)
Applying the straight-line method. For software for its own use, the straight-line method is applied based on the internallyestimated useful life of 5 years.
(3) Leased assets
Leased assets under finance leases that do not transfer its ownership
Leased assets under finance lease transactions that do not transfer their ownership are amortized using the straight-line
method over the lease term with a residual value of zero.
3. Accounting policies for allowances and provisions(1) Allowance for doubtful accounts
An allowance for doubtful accounts is provided to cover bad-debt losses. With respect to normal trade accounts receivable,
it is stated at an amount based on the actual rate of historical bad debts. For certain doubtful receivables, the uncollectible
amounts are individually estimated.
(2) Provision for bonuses
To provide for payments of employees’ bonuses, an amount accrued for the current fiscal year among the estimated future
obligations is recorded as provisions.
(3) Provision for retirement benefits
Provision for retirement benefits is provided at an amount based on the projected retirement benefit obligation and plan assets
at the end of the current fiscal year. When the estimated amount of plan assets is smaller than the projected amount of retirement
benefit obligations adjusted by unrecognized actuarial gain or loss, the difference is recorded as provision for retirement benefits.
When it exceeds the adjusted retirement benefit obligations, the difference is recorded as prepaid pension expenses. As theestimated plan assets exceeded the adjusted retirement benefit obligations at the end of the current fiscal year, prepaid pension
expenses were recorded in “Other” under “Investments and other assets.”
1) Periodic attribution of projected retirement benefits
Projected benefit obligations are attributed to the periods of service until the end of the current fiscal year on a benefit
formula basis in determining retirement benefit obligations.
2) Amortization method for actuarial gains or losses
Actuarial gains and losses are amortized by the straight-line method over a fixed period of 10 years, which is within the
average remaining service years of the eligible employees, beginning in the fiscal year following the year in which the gains
and losses are recognized.

-106-

(4) Provision for loss on business of subsidiaries and associates
Provision for loss on business of subsidiaries and associates is provided for the estimated loss that the Company would need
to bear above its investment, taking into consideration the financial position and operational performance, etc. of the subsidiaries
and associates.
(5) Provision for restructual reforms
The amount projected to be incurred as expenses for restructual reforms in the future is recognized to provide for such
expenses.
4. Accounting policies for revenues and expenses(1) The Company’s key performance obligation in its primary business operations
The Company’s primary business operations are the Processed Food Products operations (manufacturing and sales of ham,sausage and precooked and processed foods) and the Meat Products operations (processing and sales of beef, pork, chicken,etc.) and we identify that delivery of these merchandise and finished goods to our customers as our performance obligation.
(2) General timing when the Company satisfies its performance obligation
The Company applies an alternative treatment set forth in Paragraph 98 of the “Implementation Guidance on AccountingStandard for Revenue Recognition.” Therefore, revenue is, in principle, recognized at the time of shipment of merchandise andfinished goods, where control over them is transferred to a customer and thus we judge that our performance obligation issatisfied.
Transaction prices are calculated by deducting a portion of distribution expenses, promotion expenses, etc. from prices agreed
in a contract with a customer.
5. Other significant accounting policies for preparation of non-consolidated financial statements(1) Hedge accounting
Exceptional accounting treatments are applied to interest rate swaps because they meet specific conditions. In addition,accounts receivable and accounts payable in a foreign currency hedged by fixed-rate contracts, etc. are treated with designatedhedge accounting.
(2) Accounting treatment of retirement benefits
The accounting treatment of unrecognized actuarial gain or loss relating to retirement benefits is different from the accounting
treatment of unrecognized actuarial gain or loss in the consolidated financial statements.
(3) Accounting treatment of asset-related non-deductible consumption taxes, etc.
Asset-related non-deductible national/regional consumption taxes are recorded as expenses for the fiscal year ended March
31, 2024.

-107-

(Significant accounting estimates)
1. Impairment of non-current assets(1) Amount recorded in the financial statements for the fiscal year ended March 31, 2024
The book value of business assets (including common assets)
Processed Food Products operations segment(Millions of yen)Previous fiscal year

Current fiscal year

Property, plant and equipment

30,162

14,754

Intangible assets

1,362

182

Impairment losses (*)

1,331

12,737(*) Those booked as restructuring expenses were included.
Meat Products operations segment(Millions of yen)Previous fiscal year

Current fiscal year

Property, plant and equipment

45Intangible assets

74

Impairment losses

71

1

The Company determined that there was an indication of impairment of the business assets of its Processed Food Products
operations and Meat Products operations due to the continuous recording of operating loss, and reviewed the necessity ofrecording impairment losses. As a result, it was determined that the undiscounted future cash flows of both the Processed Food
Products operations and Meat Products operation were below the book value of their business assets, including the common
assets, and therefore the Company recorded impairment losses of 12,240 million yen for the Processed Food Products operations
and 1 million yen for the Meat Products operations as extraordinary losses.
In addition, due to the decision to implement restructuring including the reorganization of production sites, the Company
recorded impairment losses of 497 million yen as restructuring expenses among extraordinary losses with regard to part ofbusiness assets of the Processed Food Products operations, including movables such as machinery and equipment and real estatesuch as buildings that were not expected to be utilized in the future.
(2) Significant accounting estimates for identified items
A method to calculate the amount set out in section (1) is identical to that described in “1. Impairment of non-current assets”
under “[Notes] (Significant accounting estimates)” in the consolidated financial statements.
2. Recoverability of deferred tax assets(1) Amount recorded in the financial statements for the fiscal year ended March 31, 2024
(Millions of yen)Previous fiscal year
Deferred tax assets(Before offsetting against
deferred tax liabilities)

621

Current fiscal year
1,127(2) Significant accounting estimates for identified items
A method to calculate the amount set out in section (1) is identical to that described in “2. Recoverability of deferred tax
assets” under “[Notes] (Significant accounting estimates)” in the consolidated financial statements.

-108-

(Non-consolidated balance sheets)
1. Monetary claims and obligations to subsidiaries and associates
Monetary claims and obligations to the subsidiaries and associates concerned, excluding those presented separately, are as
follows:
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Short-term monetary claims
10,063 million yen
10,912 million yen
Long-term monetary claims
4,231 million yen
1,394 million yen
Short-term monetary obligations
8,191 million yen
7,172 million yen
2. Guarantee obligation
Loans to the following companies have been guaranteed by the Company. Loan guarantees refer to guarantees on borrowings
from financial institutions.
Previous fiscal year (As of March 31, 2023)
Guaranteed amount
Guarantee
Details(Millions of yen)
Loan
Yahata Food Co., Ltd.
100
guarantees
Transaction
Pioneer Foods Co., Ltd.
7
guarantees
Total
107
Current fiscal year (As of March 31, 2024)
Guaranteed amount
Guarantee(Millions of yen)
Yahata Food Co., Ltd.

100

Pioneer Foods Co., Ltd.

14

Total

Details
Loan
guarantees
Transaction
guarantees

114*3. Notes maturing at the end of the fiscal year are settled on their clearing days.
As the end of the current fiscal year falls on a bank holiday, the following notes maturing at the end of the fiscal year have been
included in the balance at the end of the fiscal year.
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Notes receivable - trade–
10 million yen
4. Overdraft agreements
The Company has signed overdraft agreements with its correspondent banks to efficiently procure working capital. The
unrealized borrowings under these agreements at the end of the fiscal year were as follows:
Previous fiscal year
Current fiscal year
(As of March 31, 2023)(As of March 31, 2024)
Total amounts in the overdraft agreements
30,800 million yen
30,800 million yen
Borrowing balance
9,128 million yen
8,418 million yen
Difference

21,672 million yen-109-

22,382 million yen

(Non-consolidated statements of income)*1. The percentages of selling expenses among total expenses for the previous fiscal year and the current fiscal year were some 83% and83%, respectively, while those of general and administrative expenses were some 17% and 17%, respectively.
Major items and their amount included in selling, general and administrative expenses are as follows:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Distribution expenses
7,357 million yen
7,113 million yen
Salaries and allowances
2,635 million yen
2,453 million yen
Depreciation
772 million yen
713 million yen
Provision for bonuses
196 million yen
186 million yen
Retirement benefit expenses
114 million yen
93 million yen
Provision of allowance for doubtful accounts
8 million yen
14 million yen
2. Amount of business transactions with subsidiaries and associates and transactions with subsidiaries and associates other than business
transactions are as follows:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Operating revenue
41,756 million yen
42,538 million yen
Operating expenses
Amount of transactions other than business transactions

22,112 million yen
584 million yen

20,803 million yen
529 million yen*3. Gain on disposal of non-current assets
Primarily generated from the sales of real estate for rent and other.
*4. The breakdown of loss on disposal of non-current assets are as follows:
Previous fiscal year
(From April 1, 2022 toMarch 31, 2023)
Buildings and structures
207 million yen
Machinery and equipment
31 million yen
Other
14 million yen
Total

Current fiscal year
(From April 1, 2023 toMarch 31, 2024)
98 million yen
28 million yen
0 million yen

253 million yen*5. Impairment losses
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Category
Type
Machinery and equipment,
Assets to be disposed/abolished (*)
land, etc.
Business assets of the Meat Products
Softwareoperations
Real estate for rent and other
Rental assets(Land)
Real estate for rent and other
Idle assets(Land, buildings)
Artwork
Tools, furniture and fixtures

128 million yen

Location
7 plants in Kanagawa
Prefecture, etc.

Amount
1,523 million yen

Osaka Prefecture

71 million yen

Kumamoto Prefecture

1 million yen

Nagano Prefecture,etc.
Osaka Prefecture, etc.

62 million yen
108 million yen

Total
–
–
1,766 million yen(*) Included in “Restructuring expenses” on the non-consolidated statement of income.
The Company classifies non-current assets into four categories: business assets of the Processed Food Products operations
and the Meat Products operations, rental assets, idle assets and artwork. The Company groups its business assets by business
units that are continuously monitored in management accounting; and rental assets, idle assets and artwork by individual asset.
Due to the decision to implement restructuring including the reorganization of production sites, the Company reduced thebook value of production facilities and real estate that were not expected to be utilized in the future to their recoverable values
and the reduced amounts were recorded as restructuring expenses (extraordinary losses).
The Company determined that there was an indication of impairment of the business assets of the Meat Products operations
due to the continuous recording of operating loss, and reviewed the necessity of recording impairment losses. As a result, it wasdetermined that the book value of the business assets, including common assets, of the Meat Products operations would exceed
the undiscounted future cash flows and the Company recorded impairment losses of 71 million yen accordingly.

-110-

In addition, when the recoverable values of rental assets or idle assets have fallen below book value due to declines in market
prices or profitability, the book value of these assets has been reduced to their recoverable value and the reduced amounts wererecorded as impairment losses (extraordinary losses). The impairment losses of 63 million yen relate to real estate for rent andother (“Other” under “Investments and other assets”).
The recoverable value of rental assets is measured by the net realizable value or the value in use. The recoverable value of
idle assets is measured by the net realizable value. The net realizable value is assessed based on the appraisal value, etc. andvalue in use is calculated by discounting the future cash flows by 3.2%.
The recoverable value of artwork is calculated based on appraisal value obtained from third parties such as art experts. Whenthe appraisal value of a certain piece of artwork has fallen below book value, the relevant book value has been reduced to its
recoverable value and the reduced amount was recorded as impairment losses (extraordinary losses). The impairment losses of
108 million yen relate to tools, furniture and fixtures.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Category
Type
Business assets (Processed Food Products Land, buildings, machinery
operations)and equipment, etc.
Business assets (Meat Products
Software, etc.
operations)

Location
AmountOsaka Prefecture,
12,240 million yen
etc.
Osaka Prefecture,
1 million yen
etc.
Kanagawa
Assets to be disposed/abolished (*)
Machinery and equipment, etc.
497 million yen
Prefecture, etc.
Hokkaido
Idle assets
Real estate for rent and other7 million yen
Prefecture, etc.
Total
–
–
12,747 million yen(*) Included in “Restructuring expenses” on the non-consolidated statement of income.
The Company classifies non-current assets into four categories: business assets of the Processed Food Products operations
and the Meat Products operations, rental assets, idle assets and artwork. The Company groups its business assets by business
units that are continuously monitored in management accounting; and rental assets, idle assets and artwork by individual asset.
The Processed Food Products operations and the Meat Products operations of the Company has reviewed the recoverabilityof their assets in the future, taking into consideration a worsening business environment due to surging raw material prices andincreased costs, such as distribution costs, as well as consumers’ heightened budget consciousness. As a result, the book valueof the business assets of these operations has been reduced to their recoverable value and the reduced amounts were recorded
as impairment losses (extraordinary losses). These impairment losses at the Processed Food Products operations consist of thosefor machinery and equipment of 5,167 million yen, for buildings of 3,809 million yen, for land of 2,351 million yen, forintangible assets of 603 million yen, for structures of 302 million yen, for tools, furniture and fixtures of 3 million yen, and forvehicles of 2 million yen. Impairment losses at the Meat Products operations consist of those for intangible assets of 1 million
yen and for buildings of 0 million yen.
In addition to the above, due to the decision to implement restructuring including the reorganization of production sites, theCompany reduced the book value of production facilities and real estate that were not expected to be utilized in the future to
their recoverable values and the reduced amounts were recorded as restructuring expenses (extraordinary losses). These
restructuring expenses consist of those for machinery and equipment of 487 million yen, for buildings of 6 million yen, for tools,
furniture and fixtures of 2 million yen, for vehicles of 0 million yen, and for structures of 0 million yen.
In addition, when the recoverability of idle assets has fallen below book value due to declines in market prices, the book valueof these assets has been reduced to their recoverable value and the reduced amounts were recorded as impairment losses(extraordinary losses).
Their recoverable values were measured by the net realizable value assessed based on the appraisal value, etc.

*6. Restructuring expenses
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Restructuring expenses involve losses incurred by the decision to implement restructuring, including the reorganization of
production sites, consisting of impairment losses of 1,523 million yen for the production facilities, real estate, etc. and otherrelated expenses of 322 million yen.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Restructuring expenses involve losses incurred by the decision to implement restructuring, including the reorganization of
production sites, mainly consisting of impairment losses of 497 million yen for the production facilities, real estate, etc.

-111-

*7. The breakdown of loss on business of and investment in subsidiaries and associates are as follows:
Previous fiscal year
Current fiscal year
(From April 1, 2022 to(From April 1, 2023 toMarch 31, 2023)
March 31, 2024)
Provision of allowance for doubtful accounts
14 million yen
6 million yen
Provision for loss on business
Loss on liquidation of subsidiaries and associates

103

million yen
million yen

–
–

Total

27

million yen

6 million yen*8. Loss on abandonment of inventories
Previous fiscal year (From April 1, 2022 to March 31, 2023)
Loss on abandonment of inventories were recorded for a temporary loss incurred by an accident at a consignee.
Current fiscal year (From April 1, 2023 to March 31, 2024)
Not applicable.

(Securities)
Previous fiscal year(As of March 31, 2023)
Shares in subsidiaries and associates do not have market prices. As a result, their fair values are not stated.
The book values of the shares in subsidiaries and associates without market prices on the balance sheet are as follows:(Millions of yen)Previous fiscal year
Category(As of March 31, 2023)
Shares of subsidiaries

5,357

Shares of associates

55

Total

5,413

Current fiscal year (As of March 31, 2024)
Shares in subsidiaries and associates do not have market prices. As a result, their fair values are not stated.
The book values of the shares in subsidiaries and associates without market prices on the balance sheet are as follows:(Millions of yen)
Current fiscal year
Category(As of March 31, 2024)
Shares of subsidiaries

5,392

Shares of associates

55

Total

5,448

-112-

(Tax effect accounting)
1. Significant components of deferred tax assets and liabilities
Previous fiscal year
(As of March 31, 2023)
Deferred tax assets
Impairment losses
Tax loss carryforwards
Loss on valuation of shares of subsidiaries andassociates
Denied sales discounts, etc.
Allowance for doubtful accounts
Long-term trade receivables
Provision for restructual reforms
Provision for bonuses
Other

Current fiscal year
(As of March 31, 2024)

1,194million yen
959million yen

5,001million yen
900million yen

465million yen

465million yen

428million yen
255million yen
208million yen
98million yen
90million yen
389million yen

436million yen
259million yen
208million yen
85million yen
82million yen
276million yen

Deferred tax assets subtotal

4,091million yen

7,716million yen

Valuation allowances(3,470)million yen(6,589)million yen

621million yen

1,127million yen

Valuation difference on available-for-sale securities(2,084)million yen(3,427)million yen

Prepaid pension costs
Reserve for tax purpose reduction entry of non-current
assetsDeferred gains or losses on hedges(871)million yen(947)million yen(29)million yen(28)million yen(0)million yen(19)million yen

Total deferred tax liabilities(2,985)million yen(4,423)million yen

Net deferred tax assets (liabilities)(2,364)million yen(3,296)million yen

Total deferred tax assets
Deferred tax liabilities

2. Breakdown of major items that caused the significant difference between the statutory tax rate and the effective tax rate after applying
tax effect accounting
Notes for the previous fiscal year and the current fiscal year are omitted as we recorded loss before income taxes.
3. Accounting treatment of national/regional income taxes and treatment of related tax effect accounting
As the Company adopts the group tax sharing system, the Company implements the accounting treatment of national/regional
income taxes and related accounting treatment of tax effect accounting and disclosure in accordance with the “Practical Solution on
the Accounting and Disclosure Under the Group Tax Sharing System” (the Practical Solution No.42, August 12, 2021).
(Revenue recognition)
With regard to information that forms the basis to understand revenues generated from contracts with customers, the samecontents are presented in “[Notes] (Revenue recognition)” in the consolidated financial statements. Therefore, notes are omitted
here.
(Significant events after reporting period)
1. Transfer of significant assets
The Company resolved to transfer certain non-current assets at the Board of Directors meeting held on February 26, 2024, concluded
a sale and purchase agreement dated March 19, 2024, and transferred the non-current assets in question on June 27, 2024.
Details are provided in “Notes (Significant events after reporting period)” to “(1) Consolidated Financial Statements” under “1.
Consolidated Financial Statements, etc.” in “V. Financial Information.”
2. Appropriation of surplus
At the Board of Directors’ meeting held on May 13, 2024, the Company resolved to submit a proposal on the appropriation of
surplus to the 76th Ordinary General Meeting of Shareholders to be held on June 27, 2024, and it was approved at the same General
Meeting of Shareholders.
Details are provided in “Notes (Significant events after reporting period)” to “(1) Consolidated Financial Statements” under “1.
Consolidated Financial Statements, etc.” in “V. Financial Information.”-113-4) Annexed detailed schedules[Annexed detailed schedule of property, plant and equipment, etc.]

Balance at
beginning of
periodIncreaseduring theyear

Decreaseduring theyear

Buildings

8,222

277

3,892
[3,815]

716

3,891

24,893Structures

567

146

302
[302]

57

354

3,186

11,306

1,663

5,699
[5,655]

2,736

4,533

45,949

11

5

3
[3]

7

6

391

Tools, furniture andfixtures

1,088

58

6
[5]

83

1,058

1,739

Land

10,062-2,566[2,351]

-

7,495

-

Leased assets

92

8

-

39

61

135

Construction inprogress

303

941

925

-

318

-

Total

31,655

3,101

13,396[12,134]

3,639

17,72076,295

Total

1,370

106

648
[604]

641

187

-

Category

Type of asset

Property, plantand equipment(Millions of yen)
Depreciation
Accumulated
andBalance at depreciationamortization
end of period
andduring theamortization
periodMachinery andequipment
VehiclesIntangible assets(Notes) 1. Major increases in “Increase during the year” are as follows:
Machinery and equipment Takatsuki Plant Manufacturing facilities, etc.

Construction in progress

562 million yen

Kanto Plant

Manufacturing facilities, etc.

385 million yen

Shonan Plant

Manufacturing facilities, etc.

296 million yen

Takatsuki Plant Manufacturing facilities, etc.

366 million yen

Head OfficeServer replacement cost, etc.

241 million yen

Kanto Plant

Manufacturing facilities, etc.

221 million yen

2. Major decreases in “Decrease during the year” are as follows:
Primarily due to the recording of impairment losses and restructuring expenses as well
as reclassification to real estate for rent and other.
Machinery and equipment Primarily due to the recording of impairment losses and restructuring expenses.
Primarily due to the recording of impairment losses and reclassification to real estateLand
for rent and other.
Figures in [ ] under “Decrease during the year” represent impairment losses and restructuring expenses included
therein.
Buildings-114-

[Annexed detailed schedule of provisions](Millions of yen)
Category

Decrease during
Balance atIncrease during thethe yearbeginning of period
year(Used for primary
purposes)

Decrease during
the year(Other)Balance at end of
periodAllowance for doubtful
accounts

833

26

6

5

848

Provision for bonuses

296

270

296

–

270

Provision for loss on
business of subsidiaries andassociates

14

–

–

2

12

Provision for restructual
322
99
35
109
278
reforms(Notes) 1. “Decrease during the year (Other)” in the allowance for doubtful accounts was due to the reversal of a portion thereof, etc.
due to factors such as the collection of receivables and the improved performance of subsidiaries and associates.
2. “Decrease during the year (Other)” in the provision for loss on business of subsidiaries and associates was due to thereversal of a portion thereof in line with the improved performance of subsidiaries and associates.
3. “Decrease during the year (Other)” in the provision for restructual reforms was due to the reversal of a portion thereof due
to change in the plan.
(2) Components of major assets and liabilities
This information is omitted because the Company prepares consolidated financial statements.
(3) Other
Not applicable.

-115-VI. Outline of Share-Related Administration of Reporting Company
Fiscal year

From April 1 to March 31

Ordinary General Meeting of
Shareholders

June

Record date

March 31

Record date for dividends ofsurplus

March 31

Number of shares consistingof a minimum unit

100

Purchase of shares less than
one unit
Handling officeTransfer agent

Stock Transfer Agency Business Planning Dept., Sumitomo Mitsui Trust Bank, Limited
4-5-33 Kitahama, Chuo-ku, Osaka-shi, Osaka
Sumitomo Mitsui Trust Bank, Limited
1-4-1 Marunouchi, Chiyoda-ku, Tokyo

Transfer office–

Purchasing fee

FreeMethod of public notice

The Company’s method of public notice is by electronic public notice.
However, if the Company is unable to give an electronic public notice due to an accident or otherunavoidable reason, the public notice shall be posted on the Nihon Keizai Shimbun.
The Company’s URL for public notice:https://www.marudai.jp/

Shareholders’ privileges

Each shareholder listed on the shareholder list and holding 2 units (200 shares) or more as of
September 30 each year will receive 3,000 yen worth of products of Marudai Food Co., Ltd.

-116-

VII. Reference Information of Reporting Company
1. Information about parent of reporting company
The Company does not have a parent company or other entity that is provided for in Article 24-7, Paragraph 1 of the Financial
Instruments and Exchange Act.

2. Other reference information
The Company filed the following documents during the period from the starting date of the current fiscal year to the filing date of
the Annual Securities Report.
(1) Annual Securities Report and documents attached thereto, and Confirmation Letter thereof
For the 75th fiscal year (from April 1, 2022 to March 31, 2023)
Filed to the Director-General of Kanto Local Finance Bureau on June 29, 2023
(2) Internal Control Report
For the 75th fiscal year (from April 1, 2022 to March 31, 2023)
Filed to the Director-General of Kanto Local Finance Bureau on June 29, 2023
(3) Quarterly Securities Reports and Confirmation Letters thereof
For the first quarter of the 76th fiscal year (from April 1, 2023 to June 30, 2023)
Filed to the Director-General of Kanto Local Finance Bureau on August 10, 2023
For the second quarter of the 76th fiscal year (From July 1, 2023 to September 30, 2023)
Filed to the Director-General of Kanto Local Finance Bureau on November 14, 2023
For the third quarter of the 76th fiscal year (from October 1, 2023 to December 31, 2023)
Filed to the Director-General of Kanto Local Finance Bureau on February 13, 2024
(4) Extraordinary Report
An Extraordinary Report pursuant to Article 19, Paragraph 2, Item 9-2 (Results of the Exercise of Voting Rights at General
Meetings of Shareholders) of the Cabinet Office Order on Disclosure of Corporate Affairs
Filed to the Director-General of Kanto Local Finance Bureau on June 29, 2023
(5) Share Buyback Report
Filed to the Director-General of Kanto Local Finance Bureau on September 7, 2023
(6) Amended Shelf Registration Statement (straight bond)
Filed to the Director-General of Kanto Local Finance Bureau on June 29, 2023

-117-

Part II

Information about Reporting Company’s Guarantor, etc.

Not applicable.

-118-Independent Auditors’ Report on Consolidated Financial Statements and Internal Control
June 27, 2024
To the Board of Directors of Marudai Food Co., Ltd.
KPMG AZSA LLC

Osaka Office

Takahide Nakahata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Satoru Komatsuno
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant<Consolidated Financial Statements Audit>
Audit Opinion
Pursuant to Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act of Japan, we have audited the consolidated
financial statements of Marudai Food Co., Ltd. included in “Financial Information” for the fiscal year from April 1, 2023 to March 31,
2024, which comprise the consolidated balance sheets, the consolidated statements of income, the consolidated statements ofcomprehensive income, the consolidated statements of changes in net assets, the consolidated statements of cash flows, significant
accounting policies for preparation of consolidated financial statements, other notes and the annexed consolidated detailed schedules.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positions ofMarudai Food Co., Ltd. and its consolidated subsidiaries as of March 31, 2024, and their results of operations and their cash flows forthe fiscal 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 the auditing
standards is stated in “Auditor’s Responsibility for the Audit of the Consolidated Financial Statements.” We are independent of theCompany and its consolidated subsidiaries in accordance with the provisions related to professional ethics in Japan, and are fulfillingother ethical responsibility as an auditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis
for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated
financial statements for the current fiscal year. Key audit matters are the matters addressed in the process of conducting the audit of andforming the audit opinions on the consolidated financial statements as a whole, and we do not express separate opinions on such matters.

-119-

Reasonableness of the amounts of impairment losses on non-current assets related to the Processed Food Products operations ofMarudai Food Co., Ltd.
Details of the key audit matters and the basis for our
How the key audit matter was addressed in the audit
determination thereof
Property, plant and equipment of 42,430 million yen andOur audit procedures related to the reasonableness of theintangible assets of 324 million yen were recognized in the amounts of impairment losses on non-current assets related toconsolidated balance sheets of Marudai Food Co., Ltd. (the Processed Food Products operations of Marudai Food Co., Ltd.
Company) as of March 31, 2024. As described in [Notes] included the following, among others.
“(Significant accounting estimates) 1. Impairment of non- (1) Assessment of internal controls
current assets” to the consolidated financial statements, theWe assessed the design and operating effectiveness of theCompany’s business assets (including common assets) for the Company’s internal controls over the processes for recognition
Processed Food Products operations included property, plant and measurement of impairment losses on non-current assets.
and equipment of 14,754 million yen and intangible assets of (2) Assessment of the reasonableness of the real-estate appraisal
182 million yen, the total of which accounted for 12.3% ofvalue less estimated disposal costs
consolidated total assets. As described in [Notes] “(Significant
The following audit procedures were implemented to assess
accounting estimates) 1. Impairment of non-current assets” to the reasonableness of the real-estate appraisal value lessthe consolidated financial statements, property, plant and estimated disposal costs.
equipment and intangible assets were reduced to the recoverable ● We conducted the following audit procedures to verify theamounts, resulting in recognition of impairment losses ofreal-estate appraisal value.
12,240 million yen.
･ We assessed the eligibility, ability, and objectivity of the
Having posted operating loss for seven consecutive years due
external real-estate appraiser hired by the management.
to difficult circumstances such as rising prices of raw materials,･ We assessed the scope of assets subjected to the appraisal,
Marudai Food Co., Ltd. identified indications of impairment of
the assumptions underlying the appraisal value, thebusiness assets for the Processed Food Products operations
appraisal method adopted, and the appropriateness of
including common assets, and assessed whether the impairment
appraisal results with support of appraisal experts from ourshould be recognized for the current fiscal year.
network firm.
Impairment losses were recognized because the undiscounted ● To verify the estimated disposal costs, we assessed the
cash flows of the Processed Food Products operations weremanagement's estimation by comparing the estimatedbelow the book value of non-current assets, including thedisposal costs with the past estimated disposal costs.
common assets, held as the business assets for the Processed
Food Products operations.
In measuring impairment losses, the net realizable value
exceeded the value in use and was therefore used as therecoverable amount.
The net realizable value used by the Company was mainly
based on the real-estate appraisal value obtained from anexternal real-estate appraiser less estimated disposal costs. As
described in [Notes] "(Significant accounting estimates) 1.
Impairment of non-current assets," the key assumption of thereal-estate appraisal value is the appraisal value given thecurrent conditions of the subject real estate.
In considering the measurement of impairment on noncurrent assets, professional skills and knowledge related toappraisal are required, and the results of the appraisal have asignificant impact on the measurement results of impairment
losses.
Based on the above, we have determined that thereasonableness of the amounts of impairment losses on noncurrent assets related to the Processed Food Products operationsof Marudai Food Co., Ltd. is of particular importance in theaudit of the consolidated financial statements for the current
fiscal year and constitutes a key audit matter.

Other Contents
Other contents refer to information in Annual Securities Reports other than the consolidated/non-consolidated financial statements
and the audit report thereof. The management is responsible for preparing and disclosing such other contents. Statutory Auditors and theBoard of Statutory Auditors are responsible for monitoring the execution of Directors’ duties related to designing and operating thereporting process of other contents.
Other contents are not within the scope of our audit opinions on the consolidated financial statements, and we do not express opinions
on other contents.
Our responsibility for the audit of the consolidated financial statements are as follows: While reading through other contents,
examining whether there are material discrepancies between their contents and the consolidated financial statements or knowledge weobtained through our audits, and paying due attention to determine whether there is an indication of material errors in other contents,
other than the aforementioned material discrepancies.
In the event that we judge that there are material errors in other contents based on our audit work, we are required to report such a fact.
There is nothing we should report with respect to the details of other contents.
Responsibilities of the Management, Statutory Auditors and the Board of Statutory Auditors for the Consolidated Financial Statements-120-

The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance withaccounting principles generally accepted in Japan, and for designing and operating such internal control as the management determines
is necessary to enable the preparation and fair presentation of the consolidated financial statements that are free from material frommaterial misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing whether it is appropriate to prepare
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.
Statutory Auditors and the Board of Statutory Auditors are responsible for monitoring the execution of Directors’ duties related todesigning and 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 free frommaterial misstatement, whether due to fraud or error, and to express an opinion on the consolidated financial statements from an
independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemedmaterial if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of
the consolidated financial statements.
Auditors 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 proceduresthat 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 the management and the method of their application, as well as thereasonableness of accounting estimates made by the management and the adequacy of related notes.
- Determine whether it is appropriate for the management to prepare the consolidated financial statements 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 to continue as a going concern. If there is a significant uncertainty concerning thepremise of a going concern, the auditor is required to call attention to the notes to the consolidated financial statements in the audit
report, or if the notes to the consolidated financial statements pertaining to the significant uncertainty are inappropriate, issue a modified
opinion on the consolidated financial statements. 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 consolidated financial statements are in accordance with accounting
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 arebased.
- 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, andimplementing the audit of the consolidated financial statements, and is solely responsible for the audit opinion.
The auditor reports to Statutory Auditors and the Board of Statutory Auditors 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 othermatters required under the auditing standards.
The auditor reports to Statutory Auditors and the Board of Statutory Auditors regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s independence and any
measures that are in place to eliminate obstacles or any safeguards that are in place to reduce obstacles to a permissible level.
From the matters communicated with the Statutory Auditors and the Board of Statutory Auditors, the auditor determines those mattersthat were of most significance in the audit of the consolidated financial statements of the current fiscal year and are therefore the key
audit matters. The auditor describes these matters in its audit reports unless law or regulation precludes public disclosure about the matteror when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in its report because theadverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
<Internal Control Audit>
Audit Opinion
Pursuant to Article 193-2, Paragraph 2 of the Financial Instruments and Exchange Act of Japan, we also have audited the Internal
Control Report of Marudai Food Co., Ltd. as of March 31, 2024.
In our opinion, the Internal Control Report referred to above, which represents that the internal control over financial reporting of
Marudai Food Co., Ltd. as of March 31, 2024, is effectively maintained, presents fairly, in all material respects, the result of theassessment on internal control over financial reporting in conformity with assessment standards for internal control over financial
reporting generally accepted in Japan.
Basis for the Opinion
We conducted our internal control audit in accordance with auditing standards for internal control over financial reporting generally
accepted in Japan. Our responsibility under the auditing standards for internal control over financial reporting is described in “Auditor’s
Responsibility for the Internal Control Audit.” We are independent of the Company and its consolidated subsidiaries in accordance withthe provisions related to professional ethics in Japan, and are fulfilling other ethical responsibility as an auditor. We believe that we haveobtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.

-121-

Responsibilities of the Management, Statutory Auditors and the Board of Statutory Auditors for the Internal Control Reports
The management is responsible for designing and operating internal control over financial reporting, and for the preparation and fairpresentation of Internal Control Report in accordance with assessment standards for internal control over financial reporting generally
accepted in Japan.
Statutory Auditors and the Board of Statutory Auditors are responsible for monitoring and examining the design and operations ofinternal control over financial reporting.
There is a possibility that misstatements may not be completely prevented or detected by internal control over financial reporting.
Auditor’s Responsibility for the Internal Control Audit
Our responsibility is to obtain reasonable assurance about whether the Internal Control Report is free from material misstatement andto express an opinion on the Internal Control Report from an independent standpoint in an Internal Control Audit Report, based on ourinternal control audit.
Auditors make professional judgment in the audit process in accordance with auditing standards for internal control over financial
reporting generally accepted in Japan, and perform the following while maintaining professional skepticism.
- Perform procedures to obtain audit evidence about the result of the assessment of internal control over financial reporting in the Internal
Control Report. The procedures of internal control audit are selected at the auditor’s judgment, based on the significance of effects on
reliability of financial reporting.
- Examine presentations on the scope, procedures and results of the assessment of internal control over financial reporting made by the
management, as well as evaluate the overall presentation of Internal Control Report on internal control.
- Obtain sufficient and appropriate audit evidence about the result of the assessment of internal control over financial reporting in Internal
Control Report. The auditor is responsible for instructing, supervising, and implementing the audit of Internal Control Report on internal
control,and is solely responsible for the audit opinion.
The auditor reports to Statutory Auditors and the Board of Statutory Auditors regarding the scope and timing of implementation of theplanned internal control audit, the result of internal control audit, identified material weaknesses in internal control subject to disclosure,a follow-up on fixing the weaknesses, and other matters required under the auditing standards for internal control.
The auditor reports to Statutory Auditors and the Board of Statutory Auditors regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s independence and any
measures that are in place to eliminate obstacles or any safeguards that are in place to reduce obstacles to a permissible level.
<Remuneration-related Information>
The amounts of remuneration for the audit certification services and non-audit services to the Company and its subsidiaries that was
paid to our audit firm and parties belonging to our network are stated in "Corporate Governance (3) Audits" included in "Information
about Reporting Company."
Conflicts of Interest
There are no special interests between the engagement partners/audit firm and the Company or its consolidated subsidiaries that should
be disclosed under the provisions of the Certified Public Accountants Act.
End
(Notes) 1. The original copy of the Independent Auditors’ Report above is maintained by the Company (a company that files annual
securities reports).
2. XBRL data are not subject to the audit.

-122-

Independent Auditors’ Report
June 27, 2024
To the Board of Directors of Marudai Food Co., Ltd.
KPMG AZSA LLC

Osaka Office

Takahide Nakahata
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Satoru Komatsuno
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant<Financial Statements Audit>
Audit Opinion
Pursuant to Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act of Japan, we have audited the non-consolidated
financial statements of Marudai Food Co., Ltd. included in “Financial Information” for the 76th fiscal year from April 1, 2023 to March
31, 2024, which comprise the non-consolidated balance sheets, the non-consolidated statements of income, the non-consolidated
statements of changes in net assets, significant accounting policies, other related notes and the annexed detailed schedules.
In our opinion, the non-consolidated financial statements referred to above present fairly, in all material respects, the financial positionof Marudai Food Co., Ltd. as of March 31, 2024 and the results of operations for the fiscal 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 the auditing
standards is stated in “Auditor’s Responsibility for the Audit of the Non-consolidated Financial Statements.” We are independent of theCompany in accordance with the provisions related to professional ethics in Japan, and are fulfilling other ethical responsibilities as anauditor. We believe that we have obtained sufficient and appropriate audit evidence to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the non-consolidated
financial statements for the current fiscal year. Key audit matters are the matters addressed in the process of conducting the audit of andforming the audit opinions on the non-consolidated financial statements as a whole, and we do not express separate opinions on suchmatters.
Reasonableness of the amounts of impairment losses on non-current assets related to the Processed Food Products operations ofMarudai Food Co., Ltd.
The key audit matter “reasonableness of the amounts of impairment losses on non-current assets related to the Processed Food
Products operations of Marudai Food Co., Ltd.,” which should be disclosed in the Independent Auditors’ Report for the nonconsolidated financial statements, is substantially the same as the key audit matter “reasonableness of the amounts of impairment
losses on non-current assets related to the Processed Food Products operations of Marudai Food Co., Ltd.” disclosed in the
Independent Auditors’ Report for the consolidated financial statements. For this reason, the description for this key audit matter isomitted in the Independent Auditors’ Report for the non-consolidated financial statements.

Other Contents
Other contents refer to information in Annual Securities Reports other than the consolidated/non-consolidated financial statements
and the audit report thereof. The management is responsible for preparing and disclosing such other contents. Statutory Auditors and theBoard of Statutory Auditors are responsible for monitoring the execution of Directors’ duties related to designing and operating thereporting process of other contents.
Other contents are not within the scope of our audit opinions on the non-consolidated financial statements, and we do not express
opinions on other contents.
Our responsibility for the audit of the non-consolidated financial statements are as follows: While reading through other contents,
examining whether there are material discrepancies between their contents and the non-consolidated financial statements or knowledge
we obtained through our audits, and paying due attention to determine whether there is an indication of material errors in other contents,
other than the aforementioned material discrepancies.
In the event that we judge that there are material errors in other contents based on our audit work, we are required to report such a fact.

-123-

There is nothing we should report with respect to the details of other contents.
Responsibilities of the Management, Statutory Auditors and the Board of Statutory Auditors for the Non-consolidated Financial
Statements
The management is responsible for the preparation and fair presentation of the non consolidated financial statements in accordancewith accounting principles generally accepted in Japan, and for designing and operating such internal control as the management
determines is necessary to enable the preparation and fair presentation of the non-consolidated financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, the management is responsible for assessing whether it is appropriate to prepare
the non-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.
Statutory Auditors and the Board of Statutory Auditors are responsible for monitoring the execution of Directors’ duties related todesigning and operating the financial reporting process.
Auditor’s Responsibility for the Audit of the Non-consolidated Financial Statements
Our responsibility is to obtain reasonable assurance about whether the non-consolidated financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to express an opinion on the non-consolidated financial statements from an
independent standpoint in an audit report, based on our audit. Misstatements can occur as a result of fraud or error, and are deemedmaterial if they can be reasonably expected to, either individually or collectively, influence the decisions of users taken on the basis of
the non-consolidated financial statements.
Auditors 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 proceduresthat are appropriate in the circumstances, although the purpose of the audit of the non-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 the management and the method of their application, as well as thereasonableness of accounting estimates made by the management and the adequacy of related notes.
- Determine whether it is appropriate for the management to prepare the non-consolidated financial statements 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 to continue as a going concern. If there is a significant uncertainty concerning
the premise of a going concern, the auditor is required to call attention to the notes to the non-consolidated financial statements in theaudit report, or if the notes to the non-consolidated financial statements pertaining to the significant uncertainty are inappropriate,issue a modified opinion on the non-consolidated financial statements. 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 asa going concern.
- Besides assessing whether the presentation of and notes to the non-consolidated financial statements are in accordance with accounting
principles generally accepted in Japan, assess the presentation, structure, and content of the non-consolidated financial statements
including related notes, and whether the non-consolidated financial statements fairly present the transactions and accounting eventson which they are based.
The auditor reports to Statutory Auditors and the Board of Statutory Auditors 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 othermatters required under the auditing standards.
The auditor reports to Statutory Auditors and the Board of Statutory Auditors regarding the observance of provisions related toprofessional ethics in Japan as well as matters that are reasonably considered to have an impact on the auditor’s independence and any
measures that are in place to eliminate obstacles or any safeguards that are in place to reduce obstacles to a permissible level.
From the matters communicated with the Statutory Auditors and the Board of Statutory Auditors, the auditor determines those mattersthat were of most significance in the audit of the non-consolidated financial statements of the current fiscal year and are therefore the
key audit matters. The auditor describes these matters in its audit reports unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in its report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
<Remuneration-related Information>
Remuneration-related Information is included in the auditor's report on the consolidated financial statements.
Conflicts of Interest
There are no special interests between the engagement partners/audit firm and the Company that should be disclosed under theprovisions of the Certified Public Accountants Act.
End
(Notes) 1. The original copy of the Independent Auditors’ Report above is maintained by the Company (a company that files annual
securities reports).
2. XBRL data are not subject to the audit.

-124-

[Cover Page][Document Title]

Confirmation Letter[Clause of Stipulation]

Article 24-4-2, Paragraph 1 of the Financial Instruments and Exchange Act[Place of Filing]

Director-General, Kanto Local Finance Bureau[Filing Date]

June 28, 2024

[Company Name]

Marudai Shokuhin Kabushiki Kaisha[Company Name in English]

Marudai Food Co., Ltd.

[Title and Name of Representative]

Yuji Sato, President and Representative Director[Title and Name of Chief Financial Officer]

Not applicable.

[Address of Registered Head Office]21-3 Midori-cho, Takatsuki-shi, Osaka[Place for Public Inspection]

Tokyo Branch of Marudai Food Co., Ltd.
(4-7-5 Tsukiji, Chuo-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)-125-

1. Appropriateness of the Content of Statements in this Annual Securities Report
Yuji Sato, President and Representative Director of Marudai Food Co., Ltd. (the Company) has confirmed that the Annual Securities
Report for the 76th fiscal year (from April 1, 2023 to March 31, 2024) of the Company is reasonably and fairly stated in accordancewith the Financial Instruments and Exchange Act and related regulations.

2. Special Notes
There are no noteworthy matters that are pertinent to this Annual Securities Report.

-126-

[Cover Page][Document Title]

Internal Control Report[Clause of Stipulation]

Article 24-4-4, Paragraph 1 of the Financial Instruments and Exchange Act[Place of Filing]

Director-General, Kanto Local Finance Bureau[Filing Date]

June 28, 2024

[Company Name]

Marudai Shokuhin Kabushiki Kaisha[Company Name in English]

Marudai Food Co., Ltd.

[Title and Name of Representative]

Yuji Sato, President and Representative Director[Title and Name of Chief Financial Officer]

Not applicable.

[Address of Registered Head Office]21-3 Midori-cho, Takatsuki-shi, Osaka[Place for Public Inspection]

Tokyo Branch of Marudai Food Co., Ltd.
(4-7-5 Tsukiji, Chuo-ku, Tokyo)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)-127-

1. Basic Framework of the Internal Control over Financial Reporting
Yuji Sato, President and Representative Director, having the responsibility to design and operate internal control over financial
reporting of Marudai Food Co., Ltd. (the Company), designs and operates such internal control of the Company in accordance withthe basic framework set forth in “On the Setting of the Standards and Practice Standards for Management Assessment and Audit
concerning Internal Control Over Financial Reporting (Council Opinions)” published by the Business Accounting Council.
Note that internal control aims at achieving its objectives to a reasonable extent, given that all basic components of internal
control are organically linked and function as a whole. Thus, internal control over financial reporting may not be able to completely
prevent or detect misstatement in financial reporting.

2. Scope of Assessment, Assessment Date and Assessment Procedure
Assessment of internal control over financial reporting was performed as of March 31, 2024 (i.e., the last day of the current fiscal
year) in accordance with assessment standards for internal control over financial reporting generally accepted in Japan.
In this assessment, the management first assessed company-level controls that would have a material impact on the reliability ofoverall financial reporting on a consolidated basis, and based on the results, then selected individual business processes to beassessed. In the selected individual process assessment, the management assessed the effectiveness of internal control by analyzing
the business processes in scope, identifying key controls that would have a material impact on the reliability of the financial
reporting, and assessing the design and operation of such key controls.
The management determined the scope for the internal control over financial reporting assessment by selecting the Company
itself, consolidated subsidiaries, and companies accounted for by the equity method based on their materiality on the reliability offinancial reporting. The materiality on the reliability of financial reporting was determined in consideration of both quantitative andqualitative aspects. The management thus reasonably determined the process-level control assessment scope based on the results ofthe company-level control assessment, which covered the Company and 24 consolidated subsidiaries. Note that the impact of 2
consolidated subsidiaries and 1 equity method affiliate were determined to be both quantitatively and qualitatively insignificant andwere therefore not included in the scope of assessment of company-level controls.
To specifically determine the process-level control assessment scope, 3 business locations were selected as “Significant Business
Locations.” The 3 business locations were the top three in net sales (after eliminating intercompany transactions) for the previous
fiscal year and accounted for approximately two-thirds of the Company’s consolidated net sales in the aggregate for the previous
fiscal year. In such Significant Business Locations, all business processes related to the accounts that are closely associated with
the Company’s business objectives, such as net sales, accounts receivable - trade, and inventories, were included in the scope ofassessment. Additionally, business processes in which risks of significant misstatements are high and significant accounts involving
estimates and financial forecasts were added into the scope of assessment as material business processes, considering the impact onfinancial reporting. Such business processes include processes from businesses in any applicable business location, whether or notthey are Significant Business Locations.

3. Assessment Result
Based on the assessment results, the management concluded that the internal control over financial reporting at the end of thecurrent fiscal year was effective.

4. Supplementary Information
Not applicable.

5. Special notes
Not applicable.

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