MATTERS DISCLOSED ON THE INTERNETRELATED TO THE
CONVOCATION NOTICE OFth
THE 178 ORDINARY GENERAL MEETING OF SHAREHOLDERS
Subscription Rights to Shares
Systems to Ensure Appropriate Business Execution
and the Status of Operation of Systems Concerned
Consolidated Statement of Changes in Net Assets
Notes to the Consolidated Financial Statements
Non-consolidated Statement of Changes in Net Assets
Notes to the Non-consolidated Financial Statements(from April 1, 2021 to March 31, 2022)

Nisshin Seifun Group Inc.

We provide shareholders with the “Subscription Rights to Shares,” and the “Systems to Ensure Appropriate Business Execution and
the Status of Operation of Systems Concerned,” in the Business Report, the “Consolidated Statement of Changes in Net Assets,” the“Notes to the Consolidated Financial Statements,” the “Non-consolidated Statement of Changes in Net Assets,” and the “Notes to the
Non-consolidated Financial Statements,” posted on the Company’s website(https://www.nisshin.com/english/shareholders/meeting.html), in accordance with laws and regulations and Article 15 of theCompany’s Articles of Incorporation.

1

Subscription Rights to Shares[1] Status of subscription rights to shares as of March 31, 2022

13-1stsubscription rights
to shares(Granted on
August 19, 2015)
13-2ndsubscription rights
to shares(Granted on
August 19, 2015)
14-1stsubscription rights
to shares(Granted on
August 15, 2016)
14-2ndsubscription rights
to shares(Granted on
August 15, 2016)

Number ofsubscription
rights tosharesgrantedClass and numberof shares issuable
upon exercise ofsubscription rights
to shares

65

Common Stock
65,000 shares(1,000 shares per
subscription rightto shares)

109

Common Stock
109,000 shares(1,000 shares per
subscription rightto shares)

81

Common Stock
81,000 shares(1,000 shares per
subscription rightto shares)

144

Common Stock
144,000 shares(1,000 shares per
subscription rightto shares)

Persons granted
subscription
rights to sharesat the time ofissuance

Amountpayable upon
exercise ofsubscription
rights tosharesExercise period

Without
chargeDirectors of theCompany¥1,748,000
persubscription
right tosharesAugust 20, 2017
– August 1, 2022

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries¥1,748,000
persubscription
right tosharesAugust 20, 2017
– August 1, 2022

Without
chargeDirectors of theCompany¥1,753,000
persubscription
right tosharesAugust 16, 2018
– August 1, 2023

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries¥1,753,000
persubscription
right tosharesAugust 16, 2018
– August 1, 2023

Issuance
price upon
exercise ofsubscription
rights tosharesConditions for exercise of the above subscription rights to shares:
1) Persons granted an allotment of the subscription rights to shares (hereinafter referred to as the “holders”)
shall be a Director or Executive Officer of the Company or one of its consolidated subsidiaries (excluding
any publicly listed companies and their subsidiaries and overseas subsidiaries) at the time of the exercise of
the subscription rights to shares. However, the holders who are no longer a Director or Executive Officer of
the Company or one of its consolidated subsidiaries (excluding any publicly listed companies and theirsubsidiaries and overseas subsidiaries) may exercise the rights up until two (2) years after stepping aside or
two (2) years after the commencement of the exercise period of the subscription rights to shares, whicheveris later.
2) An heir of the holder shall be allowed to inherit the subscription rights to shares, provided that he/she
completes the procedures to change the holder.
3) Subscription rights to shares may not be transferred, securitized or otherwise disposed of under any
circumstances.
4) Where a holder is dismissed from the position of Director or Executive Officer, or under certain othercircumstances, the exercise of the subscription rights to shares may be deemed inappropriate considering the
purpose of the granting of rights, and in such case said rights will be forfeited immediately.

2[2] Subscription rights to shares granted as remuneration for performance of duty and held by Directors of theCompany as of March 31, 2022
Number of persons
Number of subscription
SegmentNameholding subscription
rights to sharesrights to shares
Directors
13-1st subscription rights to shares
22
3(excluding Directors
who are members of
the Audit &Supervisory Committee 14-1st subscription rights to shares
29
4
and Outside Directors)
Outside Directors
13-1st subscription rights to shares
1
1(excluding Directors
who are members of
the Audit &Supervisory
14-1st subscription rights to shares
102Committee)
The outline of the above subscription rights to shares are described in [1].
No subscription rights to shares granted as remuneration for performance of duty are held by Directors who
are members of the Audit & Supervisory Committee.
[3] Subscription rights to shares granted as remuneration for performance of duty to employees during the fiscal
year ended March 31, 2022.
There are no applicable matters to be reported.

3

Systems to Ensure Appropriate Business Execution and the Status of Operation of Systems Concerned
The internal control systems of the Company are based on the establishment of a chain of command andclarification of authority and responsibility in operational departments, management control by the department
heads or managers in operational departments, internal checks between departments (i.e. operations division andaccounting division), and are put in place for implementation in accordance with the basic policies resolved by the
Board of Directors. Details of the basic policies and outline of the implementation status thereof are as follows.
[1] Systems for ensuring the compliance of the performance of duties of Directors and employees of theCompany and its subsidiaries with laws and the Articles of Incorporation
1) The Nisshin Seifun Group has formulated the “Nisshin Seifun Group Corporate Code of Conduct and
Employee Action Guidelines.” The Presidents and Directors of the Company and its subsidiaries must
recognize their duty to comply with the Corporate Code of Conduct and Employee Action Guidelines andtake the lead in following the rules and publicizing them to the people concerned. The Presidents andDirectors must also endeavor to understand internal and external opinions at all times and adjust theirinternal systems accordingly to enhance their effectiveness, while promoting corporate ethics throughout
their companies.
2) The Audit & Supervisory Committee of the Company and Audit & Supervisory Board Members of its
subsidiaries audit the performance of duties by each Director, and oversee Directors to verify whether
they construct and operate the internal control systems in an appropriate manner.
3) The Internal Audit Department, directly supervised by the Audit & Supervisory Committee of theCompany, leads efforts to enhance and operate the internal control systems of the Nisshin Seifun Group.
As an independent organization, the Internal Audit Department evaluates the internal control systems of
the Nisshin Seifun Group and performs internal audits of the Group’s business operations.
4) The Social Committee of the Company addresses all the Nisshin Seifun Group’s corporate social
responsibility (CSR) issues by discussing a comprehensive range of CSR issues, including corporate
ethics and compliance, promoting practical CSR measures at the Group and ensuring awareness ofcompliance with laws, the Articles of Incorporation and social norms.
5) The Nisshin Seifun Group shall not bow to unreasonable demands of antisocial forces that threaten theorder and safety of civil society and takes organized countermeasures in collaboration with external
specialized institutions.
6) The Company operates and maintains the Compliance Hotline System, which was established as ameasure for the Nisshin Seifun Group employees, etc., to directly report any acts of non-compliance sothat such acts can be detected early and dealt with.
(Status of operation)
1) The Nisshin Seifun Group has introduced the “Nisshin Seifun Group Corporate Code of Conduct and
Employee Action Guidelines” in the Group companies including overseas subsidiaries and affiliates as
the Group’s common basis for discipline, whereby striving to ensure awareness of these guidelines.
2) The Company is promoting awareness among employees of the “Nisshin Seifun Group Corporate Codeof Conduct and Employee Action Guidelines” along with the Compliance Hotline System through humanresources training programs.
3) The Internal Audit Department of the Company is conducting the internal control evaluation and internal
audit at each Group company and verifying the level of awareness and the status of compliance with theinternal rules.
4) The Company held two meetings of the Social Committee during the fiscal year ended March 31, 2022 todiscuss a comprehensive range of CSR issues, including compliance, thereby promoting the Nisshin
Seifun Group’s CSR measures.
5) The Company also organizes the Normative Ethics Committee, whereby ensuring that no illegal payment
is made to antisocial forces and examining the appropriateness of donations.
[2] Rules and systems for managing the danger of loss to the Company and its subsidiaries
1) For issues concerning business operations at the Nisshin Seifun Group, approval and reporting proceduresmust be determined according to their level of importance, impact, etc., and evaluation of such issues,
including risk assessment thereof, are made in advance.
2) In line with the Nisshin Seifun Group Risk Management Rules, the Nisshin Seifun Group conducts therisk evaluation and reviews measures against risks, and the Company’s Risk Management Committee
supervises the overall risk management efforts of the Nisshin Seifun Group by confirming and providing
guidance to ensure that its subsidiaries have appropriate control over the risks that are evaluated bythemselves, and that no risks are ignored.
43) In line with the Nisshin Seifun Group Crisis Control Rules, employees, etc., must report any emergenceor possibility of crises to a specified contact within the Nisshin Seifun Group to ensure the early detection
and handling of the danger of loss.
Should crises occur, the Company must set up a countermeasures headquarters immediately to handle
such crises in an appropriate manner to minimize damages.
4) The Audit & Supervisory Committee of the Company and Audit & Supervisory Board Members of its
subsidiaries must take the necessary measures, such as giving advice and making recommendations to
Directors, whenever they recognize the possibility that each Director may bring about significant damage
or incident.
(Status of operation)
1) Each Nisshin Seifun Group company conducts the risk evaluation and reviews measures against risks inaccordance with the Nisshin Seifun Group Risk Management Rules. In addition, a planning subcommittee of the Risk Management Committee of the Company conducts the Group-wide verification of
the results of the review at each Group company and reports the results to the Risk Management
Committee for deliberation thereat.
2) An internal reporting system is in place in line with the Nisshin Seifun Group Crisis Control Rules,
whereby employees, etc., of the Nisshin Seifun Group may report any emergence or possibility of crises
to a specified contact desk.
3) The Nisshin Seifun Group has established a “COVID-19 Pandemic Task Force,” in order to maintain asystem for ensuring the safety of employees and a stable supply of foods on a sustained basis. Regarding
the situation in Ukraine, the Company’s Risk Management Committee has been convened to ascertain theimpact on each business, and to consider and issue instructions, etc. regarding countermeasures.
[3] Systems for ensuring that the duties of Directors of the Company and its subsidiaries are performed
efficiently
1) For the Company and its subsidiaries, the range of responsibility and authority is clarified, for example,
by identifying matters to be resolved by and reported to the Board of Directors and matters of request for
approval of Presidents, Directors and Executive Officers in charge of respective business divisions. This
enables Directors to perform their duties in a prompt and appropriate manner.
2) The Nisshin Seifun Group clarifies its business strategies and their potential directions, according to which
the Group companies formulate their profit plans on a yearly basis. The term of office of Directors(excluding Directors who are members of the Audit & Supervisory Committee) is set at one year to clarify
their responsibilities. The Board of Directors reviews business performance on a monthly basis, anddiscusses and implements measures to improve performance.
(Status of operation)1) Even during the COVID-19 pandemic, the Nisshin Seifun Group has continued working to achieve thegoals set forth in its long-term vision, “NNI ‘Compass for the Future’—Toward a New Stage—
Maximizing Group-wide Capabilities and Effecting Business Model Change,” with the aim of achieving
an early recovery in its sales capabilities and earning capacity as a top priority, while also building afoundation for further growth.
2) Each Group company formulates its profit plans for the fiscal year in line with its business strategies,
while implementing measures to improve performance based on the monthly business performance review
at its Board of Directors.
[4] Systems for ensuring that proper business operations are conducted within the Nisshin Seifun Group thatconsists of the Company and its subsidiaries
1) The Nisshin Seifun Group has adopted a holding company structure under which the holding company,
the Company, oversees and evaluates the actions of subsidiaries with the best interests of the shareholders
in mind.
2) For important issues concerning the business operations of subsidiaries, the Nisshin Seifun Group sets thestandards for issues to be discussed by or reported to the Board of Directors of the Company.
3) The Nisshin Seifun Group has formulated the “Nisshin Seifun Group Corporate Code of Conduct and
Employee Action Guidelines,” in which the Corporate Principle, the Basic Management Policy, the Basic
Stance toward Stakeholders, the Corporate Code of Conduct and Employee Action Guidelines are
specified, and awareness of them throughout the Group is promoted.
4) The procedures and methods for creation of the Nisshin Seifun Group’s financial reports, including theconsolidated financial statements, are stipulated to eliminate wrongful acts and errors and ensure thereliability of such reports.
5) Audit & Supervisory Committee Members of the Company and Audit & Supervisory Board Members ofsubsidiaries hold regular meetings of the Audit & Supervisory Liaison Committee of the Nisshin Seifun
5Group to exchange opinions on audit cases and share issues to be addressed.
6) The Company provides special audits, such as of facilities, safety, environment and quality assurance, for
the Nisshin Seifun Group.
7) The Internal Audit Department, directly supervised by the Audit & Supervisory Committee of theCompany, leads efforts to enhance and operate the internal control systems of the Nisshin Seifun Group.
As an independent organization, the Internal Audit Department evaluates the internal control systems of
the Nisshin Seifun Group and performs internal audits of the Group’s business operations.
8) Each subsidiary of the Nisshin Seifun Group establishes its own Internal Control Committee, headed by
the president, which leads efforts to enhance and operate its internal control systems.
(Status of operation)
1) For important issues concerning the business operations of subsidiaries, the Nisshin Seifun Group refers
issues to be discussed by or reported to the Board of Directors of the Company in accordance with the“Matters to be Resolved by and Reported to the Board of Directors” as well as the “Standards for Issues
Concerning Subsidiaries to be Discussed by and Reported to the Board of Directors.”
2) With respect to the internal controls for the purpose of ensuring the reliability of financial reporting,operation procedures at each Group company are documented in order to verify the presence of effective
control under the Nisshin Seifun Group’s unified policy, while the Internal Audit Department evaluates
the status of enhancement and operation of such controls.
3) With respect to general business processes, the Internal Audit Department conducts internal audits, andthe specialized departments of the Company conduct audits on respective areas, including facilities, safety,
environmental conservation and quality assurance, thereby verifying that each operation is implemented
appropriately.
[5] Systems for ensuring the preservation and management of information in relation to the Company’s Directors’
performance of their duties
The minutes of the meetings of Board of Directors, approval documents, and other documents andinformation relating to the performance of duties by Directors are preserved and managed appropriately as
confidential information in accordance with the relevant regulations.
(Status of operation)
The minutes of the meetings of Board of Directors, approval documents, and other documents of theCompany are preserved and managed appropriately as confidential information in accordance with theConfidential Information Management Rules.
[6] Provisions concerning the employees who assist the Company’s Audit & Supervisory Committee in
performing its duties, the independence of such employees from Directors (excluding Directors who aremembers of the Audit & Supervisory Committee) and ensuring the effectiveness of the Audit & Supervisory
Committee’s directions given to such employees.
1) The Company establishes an Audit & Supervisory Committee Secretariat to assist the Audit & Supervisory
Committee in performing its duties. The Audit & Supervisory Committee Secretariat assists the Audit &Supervisory Committee in performing audits under the Committee’s direction. Personnel changes andother matters concerning the members of the Audit & Supervisory Committee Secretariat require theconsent of the Audit & Supervisory Committee.
2) Directors (excluding Directors who are members of the Audit & Supervisory Committee) pay close
attention to ensure that no unreasonable constraints exist that could potentially hinder the independenceof the Audit & Supervisory Committee Secretariat in performing its duties.
(Status of operation)
The Audit & Supervisory Committee Secretariat, which is independent from Directors (excluding
Directors who are members of the Audit & Supervisory Committee), assists the Audit & Supervisory
Committee in performing its duties in order to enhance the effectiveness of the audit function of theCommittee. In addition, the Company pays close attention to ensure that there are no unreasonable
constraints by Directors (excluding Directors who are members of the Audit & Supervisory Committee)that could potentially hinder the independence of the Audit & Supervisory Committee Secretariat inperforming its duties.
[7] Systems for reporting to the Audit & Supervisory Committee of the Company by Directors (excluding
Directors who are members of the Audit & Supervisory Committee) and employees of the Company,
Directors, Audit & Supervisory Board Members and employees of its subsidiaries and individuals who
receive reports from these individuals
1) The Audit & Supervisory Committee of the Company has the members attend the meetings of the Boardof Directors and other important meetings, including those of the Group Management Meeting, the Credit
6Management Committee, and the Normative Ethics Committee. The Audit & Supervisory Committee
Members state their opinions as appropriate at the above-mentioned important meetings.
2) The Audit & Supervisory Committee of the Company may ask for reporting from the independent auditors,
Directors, the Internal Audit Department and others as the need arises.
3) When Directors of the Company or its subsidiaries recognize anything that could cause significant damage
or incident to their respective companies, they shall immediately report that to their respective Audit &Supervisory Committee or Audit & Supervisory Board Members. At the same time, Audit & Supervisory
Board Members of each subsidiary shall also report that to the Company’s Audit & Supervisory
Committee.
4) The results of audits conducted by subsidiaries’ Audit & Supervisory Board Members shall be reported to
the Company’s Audit & Supervisory Committee.
5) The results of internal control evaluations and internal audits conducted by the Company’s Internal Audit
Department are reported to the Company’s Audit & Supervisory Committee.
6) The results of special audits by the Company, such as of facilities, safety, environment and quality
assurance, are reported to the Company’s Audit & Supervisory Committee.
7) Any information obtained through the Compliance Hotline is reported immediately to the Audit &Supervisory Committee of the Company.
8) Documents for taking over the duties of outgoing Division Executives of the Company and the presidents
of its subsidiaries are also submitted to the Audit & Supervisory Committee of the Company.
9) All approval documents of the Company and its subsidiaries are returned to their respective Audit &Supervisory Committee Members or Audit & Supervisory Board Members.
(Status of operation)
1) Audit & Supervisory Committee Members of the Company attend the meetings of the Board of Directors
and other important meetings, including the Group Management Meetings and the Credit Management
Committee meetings, and state their opinions as appropriate.
2) The Audit & Supervisory Committee and the Internal Audit Department of the Company report to eachother information including audit results as they conduct audits, while Audit & Supervisory Board
Members and dedicated audit staff at the Group’s main operating companies report their audit results to
the Audit & Supervisory Committee and the Internal Audit Department of the Company, whereby
enhancing mutual collaboration.
3) Audit & Supervisory Committee Members of the Company held three meetings of the Audit &Supervisory Liaison Committee of the Nisshin Seifun Group during the fiscal year ended March 31, 2022,
as attended by the Audit & Supervisory Board Members of the Group’s main operating companies andthe Internal Audit Department, exchanging opinions on audit cases in an effort to share awareness of theissues to be addressed and enhance audit quality across the Group.
[8] Systems for ensuring that individuals reporting to the Company’s Audit & Supervisory Committee will not
be treated disadvantageously for such reporting
Individuals reporting any of the previously addressed items, including those reporting via the Compliance
Hotline, will not be treated disadvantageously, through personnel systems or in any other way, for suchreporting.
(Status of operation)
The Compliance Hotline Rules stipulate a provision to the effect that individuals who used the Compliance
Hotline for the purpose of whistle-blowing shall not be treated disadvantageously, and such provision isposted on the Company’s Intranet and communicated across the board.
[9] Provisions regarding policies guiding procedures for the prepayment or reimbursement of expenses incurredby the Company’s Audit & Supervisory Committee Members in the execution of their duties and otherexpenses incurred in the execution of such duties or related obligations
Anticipated expenses incurred by the Audit & Supervisory Committee Members in the execution of theirduties are budgeted; expenses incurred or related obligations beyond the budget, excluding such expenses
deemed unnecessary for execution of the duties of the Audit & Supervisory Committee Members, shall be
dealt with immediately by the Company pursuant to Article 399-2, Paragraph 4 of the Companies Act.
(Status of operation)
Anticipated expenses incurred by the Audit & Supervisory Committee Members of the Company in theexecution of their duties are budgeted, and expenses incurred beyond the budget are dealt with immediatelyby the Company pursuant to Article 399-2, Paragraph 4 of the Companies Act.
[10] Other systems for ensuring that the audits of the Audit & Supervisory Committee of the Company are
conducted efficiently
7

The Audit & Supervisory Committee holds regular meetings with Representative Directors, and exchanges
opinions on prospective challenges and risks for the Company, as well as the status of the environment foraudits by the Audit & Supervisory Committee and other important audit issues.
(Status of operation)
The Audit & Supervisory Committee of the Company holds regular meetings with Representative
Directors and exchanges opinions on important audit issues, etc.

8Consolidated Statement of Changes in Net Assets(For the Fiscal Year Ended March 31, 2022)(Millions of yen)
Shareholders’ equity
Balance at the
beginning of current
periodCumulative effects
of changes inaccounting policies
Restated balance
Changes of items
during the period
Dividends fromsurplusProfit attributable toowners of parent
Purchase of treasury
shares
Disposal oftreasury shares
Change inownership interestof parent due totransactions with
non-controllinginterests
Net changes of
items other thanshareholders’ equity
Total changes of
items during theperiodBalance at the end ofcurrent period

Capital stock

Capital surplus

17,117

12,627Retained earnings

341,241

Treasury shares(10,997)16
17,117

12,627341,258

Total shareholders’equity359,99016(10,997)

360,006(11,602)(11,602)17,50917,509

(6)

(190)

(190)

227

220

1

1

―

(4)

5,907

36

5,939

17,117

12,622

347,165(10,960)

365,9469

(Millions of yen)
Accumulated other comprehensive income
Valuation
Total
Subscription
Nondifference
DeferredForeign
Remeasureaccumulated
rights tocontrollingongains orcurrency
ments ofothersharesinterests
availablelosses on translation defined benefit
comprehensive
for-salehedgesadjustment
plansincomesecurities
Balance at the
beginning of current
periodCumulative effects
of changes inaccounting policies
Restated balance
Changes of items
during the period
Dividends fromsurplusProfit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
sharesChange inownership interestof parent due totransactions with
non-controllinginterests
Net changes of
items other thanshareholders’ equity
Total changes of
items during theperiodBalance at the end ofcurrent period

64,687222

9,314(1,125)73,098116

11,569Total net
assets444,774
16

64,687222

9,314(1,125)73,098116

11,569444,791(11,602)17,509
(190)
220

1

(4,102)

223

13,745262

10,129

(20)

(196)

9,912

(4,102)

223

13,745262

10,129

(20)

(196)

15,85160,585445

23,059(862)

83,22795

11,373

460,64310Notes to the Consolidated Financial Statements
I. Basis of Presentation of Consolidated Financial Statements
1. Scope of consolidation(1) Consolidated subsidiaries: 75 companies- Names of principal subsidiaries: Nisshin Flour Milling Inc., Miller Milling Company, LLC, Allied Pinnacle
Pty Ltd., Champion Flour Milling Ltd., Nisshin Seifun Welna Inc., Nisshin Seifun Premix Inc., Ma•MaMacaroni Co., Ltd., Oriental Yeast Co., Ltd., Nisshin Pharma Inc., Tokatsu Foods Co., Ltd., Joyous Foods
Co., Ltd., Initio Foods Inc., Nisshin Engineering Inc., NBC Meshtec Inc.
- Of the remaining subsidiaries, Nisshin Management & Technical Consulting Inc. and 3 other companies are
not consolidated. The assets, net sales, profit/loss and retained earnings of each non-consolidated subsidiary
are small, and the aggregate effect on the consolidated financial statements is immaterial.
(2) Changes in scope of consolidation- During the consolidated fiscal year ended March 31, 2022, there was no significant change in scope of
consolidation.
2. Scope of the equity method(1) Subsidiaries and affiliates accounted for by the equity method: 9 companies (1 non-consolidated subsidiaryand 8 affiliates)- Names of principal subsidiaries and affiliates accounted for by the equity method: Marubeni Nisshin Feed
Co., Ltd., Japan Logistic Systems Corp.
- The contributions to consolidated profit/loss, consolidated retained earnings and other consolidated financial
statements of 3 non-consolidated subsidiaries and 3 affiliates not accounted for by the equity method are
negligible and immaterial in the aggregate.
(2) The financial statements for the accounting period of the company concerned are used in the cases of thosesubsidiaries and affiliates accounted for by the equity method whose accounting period differs from theconsolidated accounting period.
3. Accounting periods of consolidated subsidiaries
With regard to Shin Nisshin Seifun Foods (Qingdao) Co., Ltd. and two other companies among the consolidated
subsidiaries, which have accounting periods different from the consolidated accounting period, the tentative
financial statements as of the consolidated fiscal year-end are used.
4. Accounting principles(1) Valuation standards and methodology for material assets[1] Securities:
Held-to-maturity debt securities are stated at amortized cost.
Other securities
Securities other than shares, etc. with no market value are stated at fair market value (with any unrealized
gains or losses being reported directly as a component of shareholders’ equity and the cost of any securities
sold being computed by the moving average method).
Shares, etc. with no market value are stated at cost, with cost being determined by the moving averagemethod.
[2] Derivatives:
Derivative financial instruments are stated at fair market value.
[3] Inventories:
Wheat flour and bran are stated at cost, with cost being determined mainly by the retail cost method, withbalance sheet values reflecting write-downs for decreased profitability; other products are stated at cost,with cost being determined mainly by the periodic average method, with balance sheet values reflecting
write-downs for decreased profitability.
Raw materials are stated at cost, with cost being determined by the first-in, first-out method, and balance
sheet values reflecting write-downs for decreased profitability.
(2) Depreciation methods for material depreciable assets[1] Property, plant and equipment (excluding leased assets and right-of-use assets):
The Company and domestic consolidated subsidiaries mainly apply the declining balance method. However,the straight-line method is applied for buildings (excluding building fixtures) acquired on or after April 1,
1998 and building fixtures and structures acquired on or after April 1, 2016.
Foreign consolidated subsidiaries mainly apply the straight-line method.
[2] Intangible assets (excluding leased assets):
Depreciation is computed by the straight-line method. Software used in-house is depreciated over its
estimated useful life (within 5 years) based on the straight-line method.

11

[3] Leased assets:
Leased assets related to finance lease transactions that do not transfer ownership are depreciated using thestraight-line method with estimated useful lives equal to lease terms, and zero residual values.
[4] Right-of-use assets:
Right-of-use assets are depreciated using the straight-line method with zero residual values.
(3) Basis of material allowances[1] Allowance for doubtful accounts:
The Company and domestic consolidated subsidiaries provide for possible credit losses stemming frommonetary receivables. Estimates of irrecoverable amounts are based on historical loan-loss ratios forgeneral receivables, and on a consideration of feasibly recoverable amounts in individual cases of suspectedbad debt or other specific dubious accounts. Specific receivables are generally deemed irrecoverable in thecase of foreign consolidated subsidiaries.
[2] Provision for repairs:
To prepare for expenditure associated with the periodic repair of plant facilities, certain consolidated
subsidiaries provide for a portion of the total projected expenditure to be incurred until the end of theconsolidated fiscal year ended March 31, 2022.
(4) Basis of revenues and expenses
The Group is mainly engaged in the flour milling, processed food, and prepared dishes and other preparedfoods businesses.
[1] Flour Milling Segment
In the flour milling business, the Group is engaged in the production and sales of wheat flour, bran, andwheat flour-related products.
Regarding sales of merchandise or finished goods, the Group assumes the performance obligation to deliver
the merchandise or finished goods based on sales contracts with customers and recognizes revenues when
it delivers the merchandise or finished goods to customers, given that it determines to have satisfied such
performance obligation at the point in time when it delivers such merchandise or finished goods andcustomers acquire control over them.
[2] Processed Food Segment
In the processed food business, the Group is engaged in the production and sales of prepared mix products,
wheat flour for household-use, pasta, pasta sauces, frozen foods, food ingredients for bread, etc.,
biochemical products, the drug discovery support business, and healthcare foods.
Regarding sales of merchandise or finished goods, the Group assumes the performance obligation to deliver
the merchandise or finished goods based on sales contracts with customers and recognizes revenues when it
delivers the merchandise or finished goods to customers, given that it determines to have satisfied such
performance obligation at the point in time when it delivers such merchandise or finished goods andcustomers acquire control over them.
[3] Prepared Dishes and Other Prepared Foods Segment
In the prepared dishes and other prepared foods business, the Group is engaged in the production and salesof cooked foods such as bento lunch boxes, other prepared foods, and prepared noodles.
Regarding sales of merchandise or finished goods, the Group assumes the performance obligation to deliver
the merchandise or finished goods based on sales contracts with customers and recognizes revenues when it
delivers the merchandise or finished goods to customers, given that it determines to have satisfied such
performance obligation at the point in time when it delivers such merchandise or finished goods andcustomers acquire control over them.
(5) Accounting treatment of retirement benefits
Regarding its retirement benefit asset and liability, in order to maintain retirement benefits for employees
leaving the Group and already retired pension recipients, the Group subtracts pension plan assets from its
projected benefit obligation, based on estimates as of the end of the consolidated fiscal year ended March
31, 2022.
[1] Imputation method for retirement benefit estimates
In calculating projected benefit obligation, the method for imputing the applicable period until the end of
the consolidated fiscal year ended March 31, 2022 for the estimated retirement benefit is determined by thebenefit calculation standard.
[2] Treatment method for actuarial differences and expenses related to prior service cost
Prior service cost is amortized on a straight-line basis over a period equaling the average remaining service
period of employees (mainly 15 years) expected to receive pension benefits as of the fiscal year-end.
Actuarial differences are amortized on a straight-line basis from the following consolidated fiscal year overa period equaling the average remaining service period of employees (mainly 15 years) expected to receive
pension benefits as of the consolidated fiscal year-end.
12(6) Significant hedging transactions[1] Hedging transactions are accounted for on a deferred basis. However, the contracted exchange rates areapplied in the case of any monetary claims, obligations or similar items denominated in foreign currencies
with assigned foreign currency forwards or other hedging instruments.
[2] Hedging methods: Derivative transactions(including forward exchange contracts and currency purchase put/call options)
Hedged items:
Any monetary receivables and payables and planned trading transactions that are
denominated in foreign currencies[3] The Group employs hedging methods only for hedged items purely to manage fluctuations in foreign
currency exchange rates.
[4] Hedging evaluation
Since hedging methods and hedged items of each hedging transaction share the same conditions that apply
at the start of hedging activities and throughout subsequent periods, the Group’s hedging approach enables
exchange rate fluctuations to be offset completely. Hence, the Group considers its hedging method to behighly effective.
(7) Goodwill amortization and amortization periods
Goodwill is amortized using the straight-line method over a period of mainly 10 years beginning with the
day on which it is realized. However, when the amount of goodwill is immaterial, it is amortized in total in
the fiscal year it is realized.
(8) Consumption tax
All accounting transactions are booked exclusive of any national or local consumption taxes.
II. Notes to Changes in Accounting Policies(Application of accounting standard regarding revenue recognition)
The Group has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31,
2020; hereafter “accounting standard regarding revenue recognition”) and relevant implementation guidance fromthe start of the consolidated fiscal year (April 1, 2021). Accordingly, when control of any promised goods or services
is transferred to a client, the monetary sum expected to be received in exchange for said goods or services isrecognized as revenue.
Principal changes in line with application of the accounting standard regarding revenue recognition are detailed
below.
The methodology for rebates and other compensation paid to clients, which previously treated as selling, generaland administrative expenses, has changed to one in which such payments are now deducted from the transaction
value. As a result, net sales for the consolidated fiscal year ended March 31, 2022, declined ¥58,351 million. There
was no effect on profit before income taxes.
Consolidated subsidiaries in Japan previously recognized revenue upon shipment. However, this has changed to amethodology whereby revenue is recognized upon the delivery of merchandise or finished goods to the client. Thischange had a negligible impact on the consolidated financial statements for the consolidated fiscal year ended March
31, 2022.
For application of the accounting standard regarding revenue recognition, in accordance with transitional procedures
outlined in the proviso of item 84 of the accounting standard, any accumulated effects from the prior retroactive
application of new accounting policies are added or deducted from retained earnings at the start of the consolidated
fiscal year ended March 31, 2022, with the new accounting policies applied from the beginning of the same year.
However, with application of the methodology outlined in item 86 of the accounting standard regarding revenue
recognition, there is no retroactive application of new accounting policies for contracts in which substantially all
revenue was recognized in line with prior handling of such revenue before the start of the consolidated fiscal year
ended March 31, 2022. Similarly, with application of the methodology outlined in item 86 (1), for contract changes
prior to the start of the fiscal year ended March 31, 2022, based on contract terms reflective of all contract changes,
accounting treatment is conducted and any accumulated monetary effect is added or deducted from retained earnings
at the start of the consolidated fiscal year ended March 31, 2022. This resulted in a negligible impact on retained
earnings at the start of the consolidated fiscal year ended March 31, 2022.
Due to application of the accounting standard regarding revenue recognition, “Notes and accounts receivable –trade” disclosed under “Current assets” in the consolidated balance sheets for the previous consolidated fiscal year
is now included and disclosed under “Notes and accounts receivable - trade, and contract assets” from theconsolidated fiscal year ended March 31, 2022.
(Application of accounting standard regarding measurement of fair value)
The Group has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4,13

2019; hereafter, “accounting standard regarding measurement of fair value”) and relevant accounting standards andimplementation guidance from the start of the consolidated fiscal year ended March 31, 2022. In line withtransitional procedures outlined in item 19 of the accounting standard regarding measurement of fair value and item
44-2 of the “Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019), the Groupwill apply the new accounting policies outlined in the accounting standard regarding measurement of fair value forthe foreseeable future. This resulted in a negligible impact on the consolidated financial statements for the
consolidated fiscal year ended March 31, 2022.
III. Notes to Revenue Recognition
1. Analysis of breakdown of revenues(Millions of yen)

Flour Milling

Reportable segment
Prepared
Dishes andProcessed
Other
Food
PreparedFoods
166,067
138,384
16,901—

Total

Others(Note)

Total

Japan
149,921454,372 39,473 493,845
Overseas
163,598
180,499
5,391 185,890
Sales to external
313,519
182,968
138,384
634,872 44,864 679,736
customers(Note) Business segment of “Others” is excluded from reportable segment, which includes engineering, mesh cloths,
and handling and storage businesses.
2. Basic information for understanding revenues
Basic information for understanding revenue is as stated in (4) Basis of revenues and expenses, 4. Accounting
principles of I. Basis of Presentation of Consolidated Financial Statements.
IV. Notes to Accounting Estimates
The items whose amounts were recorded in the form of accounting estimates in the consolidated financial statements
for the consolidated fiscal year ended March 31, 2022, and are likely to have a material impact on the consolidated
financial statements for the next consolidated fiscal year are as follows.
Goodwill¥42,385 million
Other (intangible assets)¥26,367 million
The acquisition cost of companies or businesses acquired through corporate merger is allocated to the relevant assets
or liabilities, and in cases where such acquisition cost exceeds the net amount allocated to assets or liabilities, suchexcess amount is recorded as goodwill under assets. Goodwill and intangible assets other than goodwill areamortized on a regular basis, over the period during which they remain effective, where the unamortized balance issubject to impairment measures. If the book values of goodwill and intangible assets other than goodwill are
determined to be unrecoverable, such book value shall be reduced to the recoverable amount.
For asset groups determined that there are signs of impairment, the Group evaluated whether impairment losses arerecognized. As a result of the comparison between the total amount of future cash flows before discounting fromthe said asset group calculated based on the valuation results of independent, third-party experts, and the book value,
the future cash flows before discounting exceeded the book value; therefore, the Group determined that therecognition of impairment losses was not necessary.
Impairment measures could become necessary in the event that the recoverable value falls below the book value
due to changes in the future corporate environment, among other factors.
V. Notes to the Consolidated Balance Sheet
1. Reduction entry of property, plant and equipment purchased with government subsidy and others
Accumulated reduction entry of property, plant and equipment: ¥351 million
2. Accumulated depreciation of property, plant and equipment:¥351,767 million
3. Components of inventories
Merchandise and finished goods:¥35,825 million
Work in process:¥4,581 million
Raw materials and supplies:¥56,188 million
4. Revenue recognition(1) Amounts of receivables from contracts with customers and contract assets included in notes and accounts
receivable – trade and contract assets
14Accounts receivable – trade¥90,999 million
Notes receivable – trade¥5,280 million
Contract assets¥4,314 million(2) Amount of contract liabilities included in Other (current liabilities)
Contract liabilities¥2,113 million
VI. Notes to the Consolidated Statements of Income
1. Impairment losses
Impairment losses were posted for the asset groups below during the consolidated fiscal year ended March 31,
2022.
Location
New ZealandApplication
Business assets(Flour Milling)Type
Buildings and structures; machinery,equipment and vehicles; others

The Group categorizes assets based on the smallest unit that largely generates cash flows independently from the
cash flows of other assets and asset groups.
Regarding business assets for the plant in New Zealand in the Flour Milling Segment, following comprehensive
consideration of factors surrounding a downturn in business performance due to a nationwide lockdown and otherissues related to the COVID-19 pandemic, the Group conducted an impairment test based on international
financial reporting standards (IFRS). This resulted in a reduction in the book value of this plant to its recoverable
value, and the subsequent posting of an impairment loss of ¥2,300 million under extraordinary losses. The
breakdown of the impairment loss is ¥679 million in buildings and structures, ¥1,005 million in machinery,equipment and vehicles, and ¥615 million in others. The recoverable value is measured based on use value.
A discount rate of 9.7% was used in the calculation of use value.
Due to a lack of material importance, impairment losses other than the above have been omitted.
2. Expenses related to change of the company name
These are expences incurred for the revision and disposal of packaging in line with a change of the company
name of processed food business subsidiary Nisshin Foods Inc. to Nisshin Seifun Welna Inc. on January 1, 2022.
VII. Notes to the Consolidated Statement of Change in Net Assets
1. Class and number of issued shares at the end of the consolidated fiscal year ended March 31, 2022
Common stock:304,357,891 shares
2. Dividends(1) Dividends paid
The following resolution was made at the Ordinary General Meeting of Shareholders held on June 25, 2021.
- Dividends on common stock[1] Total dividends to be paid:¥5,949 million[2] Dividend per share:¥20[3] Record date:
March 31, 2021
[4] Effective date:June 28, 2021
(Note) Total dividends to be paid include ¥0 million of the dividends to the Company shares held by The
Master Trust Bank of Japan, Ltd. as trust assets for the stock-based remuneration plan.
The following resolution was made at the meeting of the Board of Directors held on October 28, 2021.
- Dividends on common stock[1] Total dividends to be paid:¥5,652 million[2] Dividend per share:¥19[3] Record date:
September 30, 2021
[4] Effective date:
December 3, 2021
(Note) Total dividends to be paid include ¥2 million of the dividends to the Company shares held by The
Master Trust Bank of Japan, Ltd. as trust assets for the stock-based remuneration plan.
(2) Dividends for which the record date came during the consolidated fiscal year ended March 31, 2022, but for
which the effective date will come during the following consolidated fiscal year
The following resolution will be proposed at the Ordinary General Meeting of Shareholders to be held on
June 28, 2022.
- Dividends on common stock[1] Total dividends to be paid:¥5,950 million[2] Source of dividends:
Retained earnings[3] Dividend per share:¥20
15

[4] Record date:
March 31, 2022
[5] Effective date:June 29, 2022
(Note) Total dividends to be paid include ¥0 million of the dividends to the Company shares held by The
Master Trust Bank of Japan, Ltd. as trust assets for the stock-based remuneration plan.
3. Class and number of shares to be issued or transferred upon exercise of the subscription rights to shares as of theconsolidated fiscal year-end
13-1st subscription rights to shares (Granted on August 19, 2015)
Common stock
65,000 shares
13-2nd subscription rights to shares (Granted on August 19, 2015)
Common stock
109,000 shares
14-1st subscription rights to shares (Granted on August 15, 2016)
Common stock
81,000 shares
14-2nd subscription rights to shares (Granted on August 15, 2016)
Common stock
144,000 shares
VIII. Notes to Financial Instruments
1. Status of financial instruments(1) Policy regarding financial instruments
The Group policy concerning cash holdings and temporary surplus funds for strategic investment and thelike going forward dictates that such funds be used for marketable securities and time deposits with specificrates of yield and not for the purpose of securing gains from sales or speculative transactions. Furthermore,
the said policy also requires that funds be secured by the most suitable method given prevailing market
conditions, with loans from banks utilized for short-term financing requirements, and loans from banks, theissuance of bonds, capital increase and the like utilized for long-term financing needs.
In terms of investment securities, the Group has a policy for retaining stocks when such retaining contributes
to medium- to long-term improvement in corporate value and is reasonable in terms of facilitating andstrengthening business tie-ups and joint businesses or building and strengthening long-term and stablebusiness relationships.
The Group utilizes derivatives only as a hedge against the forms of risk detailed hereinafter but not for the
purpose of securing gains from sales and speculative transactions.
(2) Details of financial instrument, associated risk, and risk management systems
Cash and deposits are principally used for time deposits while marketable securities generally take the formof bonds, and in both cases, therefore, the Group is exposed to the credit risk of the issuer and deposit holder
and the risk of market price fluctuation. With the aim of minimizing and diversifying this risk, the internal
rules of each Group company place limits on investment assets, issuers and deposit holders, investment
periods, issuer and holder-specific investment amounts, and the like.
In terms of operating receivables in the form of notes and accounts receivable – trade, the Group is exposedto the credit risk of the corresponding customers. As a countermeasure, the internal rules of each Group
company establish systems for managing due dates and balances on an individual business partner basis andfor regularly reassessing the financial standing of major business partners, thus ensuring that settlement
concerns stemming from a worsening of the financial position of any such business partner or customer canbe rapidly identified and addressed.
Investment securities are stocks related to business or capital tie-ups and the like with business partners,
which are exposed to the risk of market price fluctuation. Thus, systems have been established to regularly
determine actual market value, and with respect to each of the cross-shareholding stocks retained, to verify
yearly at the Board of Directors the validity of retaining stocks after examining the rationality of reasonsfor cross-shareholding, their trading situations, revenue and financial conditions, shareholder returns,
creditworthiness, and other factors, and making comparisons between benefits/risks and capital costs
associated with cross-shareholding.
In terms of operating liabilities in the form of notes and accounts payable – trade, most of those payment
periods are no longer than one year. Short-term loans payable are principally used to procure working capital.
They are exposed to liquidity risk but each Group company deploys a number of different measures, suchas the preparation of cash flow management plans and the like, in order to manage this risk.
Long-term loans payable and bonds are principally used to procure funds necessary for business investments
and the like, and have fixed interest rates.
Turning to derivative transactions, the Group utilizes forward exchange contracts, currency option
transactions and the like for specific assets and liabilities denominated in foreign currencies, where thisincludes notes and accounts receivable – trade and notes and accounts payable – trade, with the aim ofhedging the risk of future foreign-exchange fluctuation. Meanwhile, certain overseas consolidated
subsidiaries manage the future risk of fluctuation in wheat prices, etc., using wheat futures, etc. Transactions
such as these expose the Group to risk associated with general market fluctuation. As a means of minimizing
such risk, each Group company acts in line with internal rules that prohibit the scale of any such dealings
from exceeding actual demand, and furthermore, place limits on derivative transactions in the form of a
fixed ratio of the total value thereof. It should also be noted that currency option transactions are restricted16

to the purchases of options only by said internal rules. Furthermore, such transactions are executed by the
Finance and Accounting Division of the Company principally in line with the instructions of the responsible
divisions of operating companies with which foreign-exchange fluctuation risk is associated. At certain
consolidated subsidiaries, however, the corresponding finance department executes transactions based
principally on the instructions of various internal responsible divisions. In order to effectively monitor andcontrol derivative transactions of this nature, the Group has implemented systems that require the Financeand Accounting Division of the Company or the finance departments of individual subsidiaries to obtain aderivative-transaction balance statement from banks and other similar institutions on a monthly basis, tocross-check this statement with actual balances, and among other measures, to submit a report to theDivision Executive of the Finance and Accounting Division of the Company or the director in charge of thefinance department and the director in charge of the administration department of each subsidiary.
Furthermore, as the Group only conducts derivative transactions with financial institutions with high credit
ratings, the risk of defaulting on contracts on the part of the counterparty is considered to be close to nonexistent.
(3) Supplementary explanation concerning the market value of financial instruments
As fluctuation is factored into a calculation for the market value of financial instruments, the selection ofdiffering preconditions and the like may cause the calculated value to change.
2. Market value of financial instruments
The book value, market value and difference between each for major consolidated balance sheet items as ofMarch 31, 2022 (the consolidated balance sheet date) are presented as follows. Shares, etc. with no market value(book value: ¥24,316 million) are not included in Other securities. Additionally, given the short settlement periodof cash and deposits, notes and accounts receivable – trade and contract assets, notes and accounts payable –trade, and short-term loans payable, the market value and book value are almost the same, and therefore, notes
thereof are omitted.
(Millions of yen)Book value (*1) Market value (*1)
Difference(1) Securities and investment securities
Other securities
115,169
115,18516
Shares of subsidiaries and affiliatedcompanies
3,208
1,158
(2,050)(2) Bonds(20,000)(19,009)(990)(3) Long-term loans payable (*2)
(15,210)(14,608)(601)(4) Derivative transactions (*3)
2,976
2,976
―
(*1) Liabilities are shown in parentheses.
(*2) Includes the current portion of long-term loans payable.
(*3) Net claims and debts resulting from derivative transactions are indicated as net amounts. Figures of
total net debt are indicated in parentheses. It should be noted that forward exchange contracts and otherforeign exchange contracts in which contracted exchange rates are applied and grouped together withhedged accounts receivable and accounts payable, and the market value of the hedged accounts
receivable and accounts payable includes the values of the corresponding accounts receivable andaccounts payable.
3. Breakdown of financial instruments by market value level
The market value of financial instruments is categorized into the following three levels according to the degree ofobservability and importance of the inputs used for calculation of the market value.
Level 1: Market value calculated using (unadjusted) quoted prices in active markets for identical assets or liabilities
Level 2: Market value calculated using directly or indirectly observable inputs other than Level 1 inputs
Level 3: Market value calculated using significant unobservable inputs
If multiple inputs with significant impact are used for market value calculation of a financial instrument, the market
value is classified into the lowest priority level of the market value calculation among those each input belongs to.

17(1) Financial assets and liabilities at market value regarded as the book value(Millions of yen)
Category

Market value
Level 1

Level 2

Level 3

Total

Securities and investment securities
Other securities
114,049――

114,049

1,103

―

―

1,103

Currency-related

17

333

―

350

Commodity-related

2,625

―

―

2,625

117,796333―

118,130

SharesGovernment bonds
Derivative transactions

Total assets(2) Financial assets and liabilities that are not stated at market value regarded as the book value(Millions of yen)
Market value
Category
Level 1
Level 2
Level 3
Total
Securities and investment securities
Other securities
SharesShares of subsidiaries and affiliatedcompanies
Shares of affiliated companies
Total assets
Bonds
Long-term loans payable
Total liabilities

―

32

―

32

1,158
1,158
―
―
―

―
32
19,00914,60833,618

―
―
―
―
―

1,158
1,190
19,00914,60833,618(Note) Description of the valuation techniques and inputs used to calculate the market value
Securities and investment securities
Listed shares and government bonds are valued using the stock-exchange price, etc. Their market values areclassified into Level 1, as they are traded on active markets.
Equity golf club memberships are classified into Level 2, as they are valued based on the quoted market prices
among vendors, etc.
Derivative transactions
Derivative transactions traded at the stock exchanges are valued using the stock-exchange price, etc. Their market
values are classified into Level 1, as they are traded on active markets.
Derivative transactions other than the above are classified into Level 2, as they are valued using the price indicatedby the transacting financial institution in question, etc.
Bonds and long-term loans payable
Bonds and long-term loans payable are classified into Level 2, as they are calculated based on the present value of
estimated future cash flows discounted by the interest rate using an appropriate index such as the yield ofgovernment bonds plus the credit spread.
IX. Notes to Per Share Information
1. Net assets per share¥1,510.35 (Note 1)
2. Earnings per share¥58.88 (Note 2)
Note 1: When calculating net assets per share, the Company shares held by The Master Trust Bank of Japan, Ltd.
as trust assets for the stock-based remuneration plan are included in the treasury shares excluded from thenumber of shares of common stock issued and outstanding at the end of the consolidated fiscal year.
18

As of March 31, 2022, 42,900 Company shares were held in the aforementioned trust.
Note 2: When calculating earnings per share, the Company shares held by The Master Trust Bank of Japan, Ltd.
as trust assets for the stock-based remuneration plan are included in the treasury shares excluded whencalculating the average number of shares of common stock during the fiscal year.
For the consolidated fiscal year ended March 31, 2022, the average number of shares of common stock
for the Company shares held in the aforementioned trust was 59,638 shares.
X. Notes to Material Subsequent Events(Corporate separation)
At a meeting of the Board of Directors on April 26, 2022, the Company resolved to establish through corporate
separation an intermediate holding company that will assume ownership of several firms currently owned by theCompany responsible for the Group’s prepared dishes and other prepared foods business - Tokatsu Foods Co., Ltd.,
Joyous Foods Co., Ltd., and Initio Foods Inc.
1. Purpose of the Corporate Separation
The Company has positioned the prepared dishes and other prepared foods business as a growth field, and ismoving to cultivate it into one of the Group’s core operations. Following the conversion of Tokatsu Foods Co.,
Ltd. into a subsidiary in July 2019, together with Joyous Foods Co., Ltd. and Initio Foods Inc., the Company hastaken steps to expand the Group’s prepared dishes and other prepared foods and frozen foods businesses, taking
advantage of the Group’s basic research technologies and product development capabilities enabled by thepresence of these three companies under its command.
Currently, all three companies pursue business activities independently. However, given a competitiveenvironment that is expected to become more adverse, we believe that the ability to conduct agile strategic
decision-making and even more robust management, with optimizing the Group’s entire prepared dishes andother prepared foods business in mind, will be essential. For these reasons, the decision was made to establish
an intermediate holding company charged with overseeing the Group’s prepared dishes and other prepared foods
business.
Going forward, along with pursuing effective utilization of the management resources of the three companies
under its purview, as well as participation in and support for management, administration and strategic proposals
for each company, the intermediate holding company will spearhead the development of a competitive businessstructure marked by more intensive risk management and governance, with the aim of further enhancing
corporate value.
2. Overview of the Corporate Separation(1) Corporate separation timeline
Date of decision on new establishment separation plan by Board of Directors April 26, 2022
Date of separation (effective date)July 1, 2022 (scheduled)(Note) This corporate separation meets the terms and conditions for a simple separation based on regulations
stipulated by Article 805 of Japan’s Companies Act. As such, the separation will occur without
approval by the General Meeting of Shareholders.
The timeline for the corporate separation is subject to change due to necessary procedures or otherreasons.
(2) Method of corporate separation
The Company is designated as the entity that will separate, with the new firm designated as a successor
company independent of the Company via simple new establishment separation. The newly establishedcompany is scheduled to become a 100% subsidiary of the Company.
(3) Details of share allocation
Upon corporate separation, the newly established company will issue 1,000 shares of common stock, all ofwhich will be allotted to the Company.
(4) Changes in capital due corporate separation
There are no changes in capital of the Company associated with this corporate separation.

19

(5) Rights and responsibilities assumed by the newly established company
Based on the new establishment separation plan, as of the effective date of the corporate separation, the newly
established company will assume all shares currently held by the Company of Tokatsu Foods Co., Ltd., Joyous
Foods Co., Ltd. and Initio Foods Inc. The newly established company will also assume rights andresponsibilities related to support and administrative operations for the business activities of other subsidiaries
involved in the prepared dishes and other prepared foods business.
3. Summary of companies involved in corporate separation(1) Name(2) Address(3) Business lines(4) Capital

Separating entity
Nisshin Seifun Group Inc.
1-25, Kanda-Nishiki-cho,
Chiyoda-ku, Tokyo, JAPAN
Holding company overseeing theGroup¥17,117 million

Newly established company
Nisshin Seifun Delica Frontier Inc.
1-25, Kanda-Nishiki-cho,
Chiyoda-ku, Tokyo, JAPANSupport and administration
operations for business activities
of subsidiaries involved in the
prepared dishes and other preparedfoods business¥100 million

4. Summary of separated businessSupport and administration operations for business activities of subsidiaries involved in the prepared dishes andother prepared foods business
5. Summary of accounting treatment implemented
Scheduled treatment is as transactions under common control pursuant to “Accounting Standard for Business
Combinations” (ASBJ Statement No. 21, January 16, 2019) and “Implementation Guidance on AccountingStandard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No.
10, January 16, 2019).
XI. Additional Information
1. Stock-based Remuneration Plan
The Company has introduced a stock-based remuneration plan (the “Plan”) for the Directors (excluding
Directors who are members of the Audit & Supervisory Committee) and the Executive Officers of the Company
and the Directors of the major subsidiaries of the Company (the “Eligible Directors, etc.”).
For the Company shares vested in the Eligible Directors, etc. under the Plan, transfer and other disposal areprohibited for 3 years from the time of vesting based on the share vesting rules. The Plan is intended to improve
motivation of the Eligible Directors, etc. to contribute to enhanced medium- to long-term corporate value andthe awareness of management with an emphasis on the shareholders through the interests of the Eligible
Directors, etc. aligned with those of shareholders.
Accounting treatments concerning the Plan are in compliance with the “Practical Solution on Transactions ofDelivering the Company’s Own Stock to Employees etc. through Trusts” (PITF No. 30, revised on March 26,2015).
(1) Outline of transactions
Under the Plan, the Company shares vested in the Eligible Directors, etc. are acquired by a trust establishedby the Company (the “Trust”) using the money that the Company and the major subsidiaries contribute, andare vested in the Eligible Directors, etc. through the Trust. The Company shares calculated by a specificcalculation method and cash for tax propose, which are determined based on the stock remuneration baseamount set out according to the positions and other factors of the Eligible Directors, etc., are vested in andgranted to the Eligible Directors, etc. each year.
(2) The Company shares remaining in the Trust
The Company shares remaining in the Trust are recorded at book value in the Trust (excluding the amountof incidental expenses) as treasury shares under net assets. At the end of the consolidated fiscal year ended
March 31, 2022, the book value of the corresponding treasury shares was ¥71 million and the number thereof
was 42,900 shares.
20

2. Assumption of the impact of COVID-19 in development of accounting estimates
The pandemic spread of COVID-19 has altered the circumstances of clients and the market environment incountries and regions worldwide, causing a subsequent change in demand. Based on the information available,
the Company is developing estimates for accounting purposes that include those for impairment of non-current
assets and the recoverability of deferred tax assets. These estimates are based on assumptions that project a
gradual turn toward recovery over time despite ripple effects on demand for each product caused by a repeatedpattern of expansion and retreat of the virus in each country and region.
XII. Other Notes
All amounts have been rounded down to the nearest million yen.

21

Non-consolidated Statement of Changes in Net Assets(For the Fiscal Year Ended March 31, 2022)(Millions of yen)
Shareholders’ equity
Capital surplus
Capital stock

Balance at the beginning of current period
Changes of items during the period
Reversal of reserve for tax purpose
reduction entry of non-current assets
Dividends from surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at the end of current period

Legalcapitalsurplus17,117

Total
capitalsurplus

Othercapitalsurplus

9,500

190

9,690

(6)

(6)

Retained earnings
OtherretainedLegalearnings
retainedearnings
Reserve fordividends
4,379

2,000

―

―

(6)

(6)

―

―

17,117

9,500

183

9,683

4,379

2,000

Shareholders’ equity
Retained earnings
Other retained earnings
Reserve for tax
purpose reduction
entry of non-current
assetsBalance at the beginning of current period
Changes of items during the period
Reversal of reserve for tax purpose
reduction entry of non-current assets
Dividends from surplus
ProfitPurchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes of items during the period
Balance at the end of current period

2,556

General reserve
170,770(38)

Retained earnings
brought forward

Total retained
earnings

60,610240,316

38―(11,602)(11,602)

16,831

16,831

(38)

―

5,267

5,229

2,518

170,770

65,877245,54522

(Millions of yen)
Shareholders’ equity

TreasurysharesBalance at the beginning of current
period(10,989)

Total
shareholders’equity256,135

Valuation and translation
adjustments
Valuation
Subscription
difference
Total valuation rights to sharesonand translation
availableadjustments
for-salesecurities
48,474

48,474116

Total net
assets304,725

Changes of items during the period
Reversal of reserve for tax purpose
reduction entry of non-current
assetsDividends from surplus――(11,602)(11,602)

Profit16,831

16,831

Purchase of treasury shares

(190)

(190)

(190)

Disposal of treasury shares

227

220

220

Net changes of items other thanshareholders’ equity
Total changes of items during theperiodBalance at the end of current period(1,792)(1,792)(20)(1,812)

36

5,259(1,792)(1,792)

(20)

3,446

(10,952)

261,394

46,681

46,681

95

308,17223

Notes to the Non-consolidated Financial Statements
I. Significant Accounting Policies
1. Valuation standards and methodology for securities
Held-to-maturity debt securities are stated at amortized cost.
Shares of subsidiaries and affiliated companies: Stated at cost determined by the moving average method.
Other securities:
Securities other than shares, etc. with no market value are stated at fair market value (with any unrealized
gains or losses being reported directly as a component of shareholders’ equity and the cost of any securities
sold being computed by the moving average method).
Shares, etc. with no market value are stated at cost, with cost being determined by the moving averagemethod.
2. Valuation standards and methodology for derivatives
Derivative financial instruments are stated at fair market value.
3. Depreciation methods for non-current assets
Property, plant and equipment (excluding leased assets):
Depreciation on property, plant and equipment (excluding leased assets) is computed by the decliningbalance method. However, the straight-line method is applied for buildings (excluding building fixtures)acquired on or after April 1, 1998 and building fixtures and structures acquired on or after April 1, 2016.
Intangible assets (excluding leased assets):
Depreciation on intangible assets (excluding leased assets) is computed by the straight-line method.
Software used in-house is depreciated over its estimated useful life (5 years) based on the straight-line
method.
Leased assets:
Leased assets related to finance lease transactions that do not transfer ownership are depreciated using thestraight-line method with estimated useful lives equal to lease terms, and zero residual values.
4. Basis of material allowances
Allowance for doubtful accounts:
The Company provides for possible credit losses stemming from monetary receivables. Estimates ofirrecoverable amounts are based on historical loan-loss ratios for general receivables, and on a considerationof feasibly recoverable amounts in individual cases of suspected bad debt or other specific dubious accounts.
Provision for directors’ bonuses:
Provision is made for directors’ bonuses based on the estimated amounts during the fiscal year ended March
31, 2022.
Provision for retirement benefits:
Provision is made for employees’ and already retired pension recipients’ retirement benefits based on theestimated amounts of projected benefit obligation and the fair value of the pension plan assets at the fiscal
year-end.
[1] Imputation method for retirement benefit estimates
In calculating projected benefit obligation, the method for imputing the applicable period until the endof the fiscal year ended March 31, 2022 for the estimated retirement benefit is determined by the benefit
calculation standard.
[2] Treatment method for actuarial differences and expenses related to prior service cost
Prior service cost is amortized on a straight-line basis over a period equaling the average remaining
service period of employees (15 years) expected to receive pension benefits as of the fiscal year-end.
Actuarial differences are amortized on a straight-line basis from the following fiscal year over a period
equaling the average remaining service period of employees (15 years) expected to receive pension
benefits as of the fiscal year-end.
If the pension plan assets at the end of the fiscal year ended March 31, 2022 exceeded the projected benefit
obligation less actuarial differences and others, the amount in excess was recognized as prepaid pension
cost and included in “Other” under “Investments and other assets.”24

5. Basis of revenues and expenses
The Company’s revenues comprise mainly of dividend income from subsidiaries in addition to license fee fortrademark, etc., and real estate leasing fees based on contracts with subsidiaries.
Regarding license fee for trademark, etc., the Company assumes the performance obligation to provide trademarks
and the brand image established by the Company as well as business confidence by licensing the trademark, etc.,
owned by the Company based on contracts with subsidiaries. As such performance obligation is satisfied as time
passes, the Company recognizes revenues throughout the contract period. Regarding dividend income, the Company
recognizes revenues on the date on which payment is received. Regarding real estate leasing fees, monthly rent
based on the leasing contract is recognized throughout the corresponding period.
6. Hedging transactions(1) Hedging transactions are accounted for on a deferred basis. However, the contracted exchange rates are appliedin the case of any monetary claims, obligations or similar items denominated in foreign currencies withassigned foreign currency forwards or other hedging instruments.
(2) Hedging methods: Derivative transactions(including forward exchange contracts and currency purchase put/call options)
Hedged items:
Any monetary receivables and payables and planned trading transactions that are
denominated in foreign currencies.
(3) The Company employs hedging methods only for hedged items purely to manage fluctuations in foreign
currency exchange rates.
(4) Hedging evaluation
Since hedging methods and hedged items of each hedging transaction share the same conditions that apply at
the start of hedging activities and throughout subsequent periods, the Company’s hedging approach enables
exchange rate fluctuations to be offset completely. Hence, the Company considers its hedging method to behighly effective.
7. Other significant matters regarding basis of presentation of non-consolidated financial statements(1) Accounting treatment of retirement benefits
Unsettled amounts of unrecognized actuarial differences and unrecognized prior service cost relating toretirement benefits are accounted for in a different method from that applied to account for those in the
consolidated financial statements.
(2) Consumption tax
All accounting transactions are booked exclusive of any national or local consumption taxes.
II. Notes to Changes in Accounting Policies(Application of accounting standard regarding revenue recognition)
The Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March
31, 2020) and relevant implementation guidance from the fiscal year ended March 31, 2022. This results in no
impact on the beginning balance of retained earnings in the non-consolidated statement of changes in net assets.
The Company has applied the “Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July4, 2019; hereafter, “accounting standard regarding measurement of fair value”) and relevant accounting standards
and implementation guidance from the start of the fiscal year ended March 31, 2022. In line with transitional
procedures outlined in item 19 of the accounting standard regarding measurement of fair value and item 44-2 of the“Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019), the Company will apply
the new accounting policies outlined in the accounting standard regarding measurement of fair value for theforeseeable future. This resulted in a negligible impact on the non-consolidated financial statements for the fiscal
year ended March 31, 2022.
III. Notes to Revenue Recognition(Basic information for understanding revenues from contracts with customers)
Basic information for understanding revenues from contracts with customers is as stated in 5. Basis of revenues andexpenses of I. Significant Accounting Policies.
IV. Notes to Accounting Estimates
The items whose amounts were recorded in the form of accounting estimates in the non-consolidated financial
statements for the fiscal year ended March 31, 2022, and are likely to have a material impact on the non-consolidated
financial statements for the next fiscal year are as follows.
Shares of subsidiaries and associates¥164,048 million
Investments in capital of subsidiaries and associates¥1,268 million
For shares of subsidiaries and associates, etc., the acquisition cost is used for the purpose of balance sheet value,
where in the event of a significant fall in the market value or actual value of the shares, an adequate reduction shall25

be made, with the exception of cases in which recoverability is deemed likely, and the valuation difference shallbe recognized as loss for the current fiscal year.
Impairment measures could become necessary in the event that the market value or actual value falls below thebook value, due to poor business performance at the investees in the future, among other factors.
V. Notes to the Non-consolidated Balance Sheet
1. Accumulated depreciation of property, plant and equipment
2. Monetary claims and liabilities to affiliated companies
Short-term monetary claims
Short-term monetary liabilities
VI. Notes to the Non-consolidated Statement of Income
1. Transactions with affiliated companies
Operating transactions
Operating revenues
Operating expenses
Transactions other than operating transactions¥18,940 million¥1,197 million¥13,995 million¥29,298 million¥860 million¥1,072 million

VII. Notes to the Non-consolidated Statement of Changes in Net Assets
Class and number of treasury shares as at the fiscal year-end
Common stock
6,879,617 shares(Note) The number of treasury shares of common stock at the end of the fiscal year ended March 31, 2022
includes 42,900 shares held by The Master Trust Bank of Japan, Ltd. as trust assets for the stockbased remuneration plan.
VIII. Notes to Tax Effect Accounting
The Principal components of deferred tax assets and deferred tax
liabilities are as follows.
Deferred tax assets
Investment securities
Provision for retirement benefits
Impairment loss
Provision for bonuses
Other
Gross deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Valuation difference on available-for-sale securities
Reserve for tax purpose reduction entry of non-current assets
Retirement benefit trust repayment securities
Total deferred tax liabilities
Deferred tax liabilities, net

26(Millions of yen)

1,527
914
251
198
381
3,273
(1,651)
1,621

20,1891,110
961
22,261
20,640IX. Notes to Related Party Transactions
Subsidiaries, Affiliated Companies, etc.
(Millions of yen)
Name of
Percentage ofCompany, Voting Rights,
etc.
etc.
Subsidiaries Nisshin
Direct holding
Flour
100.0
Milling
Inc.
Category

NisshinDirect holding
Seifun100.0
Welna Inc.

Tokatsu
Direct holding
Foods Co., 100.0
Ltd.

Oriental
Yeast Co.,Ltd.

Direct holding
100.0Transactions withRelated Party

Nature ofTransactions

Licensing ofReceipt oftrademark, etc.,
license fee forLending andtrademark, etc.
receipt of funds, (Note 2)
Leasing ofLending ofcommercial land, investment
etc.,
funds
Concurrent(Note 4)
serving of officers Repayment ofinvestment
funds(Note 4)
Receipt ofinterests(Note 4)
Licensing ofReceipt of funds
trademark, etc.,(Note 3)
Lending andPayment ofreceipt of funds, interests
Leasing of(Note 3)commercial land,etc.,
Concurrent
serving of officers
Licensing ofReceipt of funds
trademark, etc.,(Note 3)
Lending andreceipt of funds, Payment ofConcurrent
interests
serving of officers (Note 3)
Licensing ofLending oftrademark, etc.,
investment
Lending andfunds
receipt of funds, (Note 4)
Concurrent
Repayment ofserving of officers investment
funds(Note 4)
Receipt ofinterests(Note 4)27

Transaction
Value(Note 1)
4,654

Item
―

Yearend
Balance―

1,000 Long-term 60,205
loans
receivablefrom
7,348 subsidiaries
andassociates
641 Otherunder
Current
assets6,217 Deposits
received
0 Accrued
expenses

161

1,917 Deposits
received

4,321

0 Accrued
expenses

0

―

―

337
0

Long-term 6,941
loans
receivable
fromsubsidiaries
andassociates
70 Otherunder
Current
assets18

Name of
Percentage ofTransaction
YearTransactions with
Nature ofCompany, Voting Rights,
Value
Item
end
Related Party
Transactions
etc.
etc.
(Note 1)
Balance
Subsidiaries Nissin
Direct holding Licensing ofReceipt of funds
3,876 Deposits
3,428
Pharma Inc. 100.0
trademark, etc.,(Note 3)
received
Lending andPayment of
0 Accrued0
receipt of funds, interests
expenses
Leasing of offices, (Note 3)
Concurrent
serving of officers
NisshinDirect holding Licensing ofReceipt of funds
12,247 Deposits
61
Engineering 100.0
trademark, etc.,(Note 3)
received
Inc.
Receipt of funds, Payment of
0 Accrued0
Leasing of offices, interests
expenses
Concurrent(Note 3)serving of officers
NBC
Direct holding Licensing ofLending of
4,380 Long-term
4,320
Meshtec
100.0
trademark, etc.,
working capital
loans
Inc.
Lending and(Note 5)receivable
receipt of fundsfromsubsidiaries
andassociates
Receipt of
44 Other under
11
interests
Current(Note 5)assetsCategory

Transaction conditions and methods used to determine conditions
Note 1: No consumption tax amounts are included in the transaction value.
Note 2: License fee for trademark, etc. is determined by multiplying the net sales, etc. of Nisshin Flour
Milling Inc. by a certain rate.
Note 3: Receipt of funds is transactions through cash management system (CMS), and the transaction
value presented is the average balance during the fiscal year. The interest rates are reasonably
determined taking market interest rates into consideration.
Note 4: The lending rates on investment funds are reasonably determined taking market interest rates
into consideration.
Note 5: Lending of working capital is transactions through cash management system (CMS), and thetransaction value presented is the average balance during the fiscal year. The interest rate isreasonably determined taking market interest rates into consideration.
X. Notes to Per Share Information
1. Net asset per share¥1,035.63(Note 1)
2. Earnings per share¥56.59(Note 2)
Note 1: When calculating net assets per share, the Company shares held by The Master Trust Bank ofJapan, Ltd. as trust assets for the stock-based remuneration plan are included in the treasury
shares excluded from the number of shares of common stock issued and outstanding at the endof the fiscal year.
As of March 31, 2022, 42,900 Company shares were held in the aforementioned trust.
Note 2: When calculating earnings per share, the Company shares held by The Master Trust Bank ofJapan, Ltd. as trust assets for the stock-based remuneration plan are included in the treasury
shares excluded when calculating the average number of shares of common stock during the
fiscal year.
For the fiscal year ended March 31, 2022, the average number of shares of common stock for theCompany shares held in the aforementioned trust was 59,638 shares.
XI. Notes to Material Subsequent Events(Corporate separation)
At a meeting of the Board of Directors on April 26, 2022, the Company resolved to establish through corporate
separation an intermediate holding company that will assume ownership of several firms currently owned by theCompany responsible for the Group’s prepared dishes and other prepared foods business - Tokatsu Foods Co., Ltd.,28

Joyous Foods Co., Ltd., and Initio Foods Inc. Details are stated in the Notes to the Consolidated Financial Statements(Notes to Material Subsequent Events).
XII. Additional Information(Stock-based Remuneration Plan)
The note is omitted because the same information is provided in the Notes to the Consolidated Financial Statements(Additional Information).
XIII. Other Notes
All amounts have been rounded down to the nearest million yen.

29