MATTERS DISCLOSED ON THE INTERNETRELATED TO THE
CONVOCATION NOTICE OFth
THE 177 ORDINARY GENERAL MEETING OF SHAREHOLDERS
Subscription Rights to Shares
Systems to Ensure Appropriate Business Execution
and the Status of Operation of Systems Concerned
Basic Policies Regarding Control of the Corporation
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, 2020 to March 31, 2021)

Nisshin Seifun Group Inc.
We provide shareholders with the “Subscription Rights to Shares,” the “Systems to Ensure Appropriate Business Execution and the
Status of Operation of Systems Concerned,” the “Basic Policies Regarding Control of the Corporation,” the “Consolidated Statementof 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, 2021

12-1stsubscription rights
to shares(Granted on
August 19, 2014)12-2ndsubscription rights
to shares(Granted on
August 19, 2014)
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

4

Common Stock
4,400 shares(1,100 shares per
subscription rightto shares)

38

Common Stock
41,800 shares(1,100 shares per
subscription rightto shares)

68

Common Stock
68,000 shares(1,000 shares per
subscription rightto shares)132

Common Stock132,000 shares(1,000 shares per
subscription rightto shares)

91

Common Stock
91,000 shares(1,000 shares per
subscription rightto shares)

170

Common Stock
170,000 shares(1,000 shares per
subscription rightto shares)

Issuance
price upon
exercise ofsubscription
rights toshares

Persons granted
subscription
rights to sharesat the time ofissuance

Without
chargeDirectors of theCompany

Without
chargeExecutive
Officers of theCompany andsome Directorsof itsconsolidated
subsidiaries

Amountpayable upon
exercise ofsubscription
rights toshares¥1,274,900
persubscription
right tosharesExercise period

August 20, 2016
– August 2, 2021

¥1,274,900
persubscription
right tosharesAugust 20, 2016
– August 2, 2021

August 20, 2017
– August 1, 2022

Without
chargeDirectors of theCompany¥1,748,000
persubscription
right tosharesWithout
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

Conditions 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, 2021
Number of persons
Number of subscription
holding subscription
SegmentNamerights to sharesrights to shares
Directors
12-1st subscription rights to shares
4
1(excluding Directors
who are members of
13-1st subscription rights to shares
32
4
the Audit &Supervisory Committee
14-1st subscription rights to shares
39
5
and Outside Directors)
Outside Directors(excluding Directors
who are members of
the Audit &Supervisory
Committee)

12-1st subscription rights to shares

0013-1st subscription rights to shares2

1

14-1st subscription rights to shares

102

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, 2021.
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, 2021 to
discuss 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.
3) In line with the Nisshin Seifun Group Crisis Control Rules, employees, etc., must report any emergence4

or 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,” to ensure the safety of
employees and maintain a stable supply system for staple foods and other products.
[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) The Nisshin Seifun Group is working to build a foundation for further growth, in order 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.”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
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.
5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
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
6

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 two meetings of the Audit & Supervisory
Liaison Committee of the Nisshin Seifun Group during the fiscal year ended March 31, 2021, as attended
by the Audit & Supervisory Board Members of the Group’s main operating companies and the Internal
Audit Department, exchanging opinions on audit cases in an effort to share awareness of the issues to beaddressed 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
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.
7Basic Policies Regarding Control of the Corporation[1] Basic policies
As a corporate group involved in food, we guarantee a high level of safety and quality in our products, andconsistently ensure the stable supply of food, including wheat flour and other staple foods for people. The
Company believes that these are the responsibilities of the Group as a whole, a source and a foundation of
corporate value. In order to sustainably secure and improve the Company’s corporate value and the common
interests of the shareholders in light of these responsibilities, it is essential that we guarantee a high level ofsafety and quality in our products, provide a stable supply of food, and so on. Any party which, failing tounderstand these matters, buys up shares of the Company and acts in a way that goes against a sustainable
and systematic medium- to long-term management policy, may damage the Company’s corporate value andthe common interests of the shareholders. Depending on the conditions, there are other types of shareacquisitions that also could damage the Company’s corporate value and the common interests of theshareholders.
In order to properly manage the above issues, we believe that it is necessary to ensure advance andsufficient disclosure of information concerning the content of any management policies and business plans
planned by an acquirer of the Company’s shares, the impact of the proposed acquisition on the Company’s
shareholders and the management of the Group, the impact on the numerous parties affected by the Group,and the acquirer’s philosophy regarding social responsibility, including securing stable supplies of wheat
flour and other staple foods for the people, and food safety, as well as to ensure a reasonable period ofinvestigation and bargaining power.
[2] Measures that contribute to the effective utilization of the Company’s assets, structuring of the appropriate
form of the business group and others for the realization of the basic policies regarding control of thecorporation
As a pure holding company for the Group, the Company plans management strategies for the Group,
allocates its managerial resources efficiently, and audits and oversees the Group’s business operations. Ouroperating companies optimize themselves according to the markets in which they operate, and by doing so,they secure high levels of safety and quality, as well as a stable supply for their products, thus mutually
improving their corporate value, and, in turn, the corporate value of the entire Group.
Under this structure, the Group aims to secure and enhance its high levels of production technologies, andcapacities for development and analysis that underpin the safety and quality of its products. The Group also
makes ongoing well-planned capital investments, from a long-term perspective; provides employee
education to enhance employees’ professional abilities; introduces audit and instructional systems as toquality assurance and production facilities on a continuous basis; builds and enhances systems for internal
control and legal compliance; and endeavors to maintain trustful relations with stakeholders, including
business partners/customers and local communities.
[3] Measures to prevent a decision regarding the Company’s financial and business policies from being
controlled by a party who is deemed to be inappropriate, according to the basic policies
With the aim of securing and improving the corporate value of the Company and the common interests ofthe shareholders, the Company has introduced measures using a gratis allotment of subscription rights toshares (hereinafter, “the Plan”), in line with Article 45 of its Articles of Incorporation and the “Renewal of
the Resolution to Approve Gratis Allotment of Subscription Rights to Shares for Securing and Improving
Corporate Value of the Company and the Common Interests of the Shareholders,” as approved at the 174thOrdinary General Meeting of Shareholders held on June 27, 2018. The outline of the Plan is as follows.
1) The Board of Directors shall request that parties intending to implement a Specified Acquisition make anadvance written submission of an Acquisition Proposal, and seek a resolution of the Board of Directors
not to implement countermeasures, including the gratis allotment of the Subscription Rights to Sharesdefined in Paragraph 6) below (hereinafter, “the Confirmation Resolution”) against that proposal. Parties
intending to implement the Specified Acquisition shall make an advance submission of an Acquisition
Proposal, and seek a Confirmation Resolution. In order to implement prompt operation of the Plan, theBoard of Directors may establish a reply period, and request the provision of additional information in
respect to any parties making a proposal regarding a Specified Acquisition, to the Company. Even in thiscase, the reply period shall be set with an upper limit of within 60 business days, starting from the day on
which the provision of information was requested of the Proposed Acquirer by the Board of Directors,
and the Corporate Value Committee shall commence its deliberation and discussion upon the expiry ofsuch reply period.
“Specified Acquisition” means i) an act of purchasing the Company’s share certificates, etc., that would
result in the ratio of holdings reaching or exceeding 20% of the Company’s share certificates, etc.
8

(including similar acts as specified by the Board of Directors), or ii) an act of commencing a tender offer
on the Company’s share certificates, etc., that would result in the ratio of possessions reaching or
exceeding 20% of the Company’s share certificates, etc. An “Acquisition Proposal” means a written
proposal that contains information reasonably requested by the Company, including the Company’s
management policies and business plans after said acquisition, evidence used to calculate prices, proof of
acquisition funds, any possible impact on the Company’s stakeholders, and information related to Items
4) A) through E) below.
2) Upon receiving the Acquisition Proposal, the Board of Directors shall promptly put it before the Corporate
Value Committee, which consists only of the Outside Directors of the Company.
3) The Corporate Value Committee shall investigate said Acquisition Proposal and discuss whether or not
to pass a resolution recommending that the Board of Directors passes a Confirmation Resolution in regard
to said Acquisition Proposal (hereinafter, “Recommendation Resolution”). The Recommendation
Resolution shall be passed by a majority of all members of the Corporate Value Committee, and the resultsof that said Recommendation Resolution shall be disclosed. The period for such deliberation anddiscussion by the Corporate Value Committee shall be a maximum of 60 business days (or a maximumof 90 business days for Acquisition Proposals other than those that specify only cash in Japanese currency
as consideration and set no upper limit on the number of shares to be purchased) after the Acquisition
Proposal is received by the Board of Directors. Only when reasonable grounds exist, the period for the
deliberation and discussion may be extended by an upper limit of 30 business days. However, in this case,the grounds for the extension and the intended extension period will be disclosed.
4) Deliberations and discussion regarding the Recommendation Resolution by the Corporate Value
Committee shall be made by faithfully forming an accurate judgment as to whether the Acquisition
Proposal secures and improves the Company’s corporate value and the common interests of theshareholders. The Corporate Value Committee must issue a Recommendation Resolution for an
Acquisition Proposal that meets all of the below requirements and secures and improves the Company’s
corporate value and the common interests of the shareholders.
A) The acquisition does not fall under any of the following types of action:(a) Buyout of the Company’s shares to demand that the Company or its related party purchase said
shares at an inflated price;(b) Management that achieves an interest for the Proposed Acquirer (including its group company orother related party, hereinafter the same shall apply) to the detriment of the Company, such as
temporary control of the Company’s management for transfer of the Company’s material assets;(c) Diversion of the Company’s assets to secure or repay debts of the Proposed Acquirer; and(d) Action unjustly causing harm to an important foundation of the creation of the Company’s
medium- to long-term corporate value, such as the action of taking temporary control of theCompany’s management to decrease the assets, funds, etc., that are required for the Company’sbusiness expansion, product development, etc., for years ahead, and the action of causing harm tothe cooperative relations with the Company’s shareholders, business partners, customers,
employees, etc.
B) The scheme, content, etc., of the deal proposed by the Acquisition Proposal comply with the relevantlaws and regulations.
C) The scheme and content of the deal proposed by the Acquisition Proposal do not threaten to havethe effect of compelling shareholders of the Company to sell their shares.
D) The true information necessary for deliberations on the Acquisition Proposal is provided in theappropriate timing, such as upon request of the Company, and sincere responses are made incompliance with the procedures specified by the Plan.
E) The period for the Company to deliberate the Acquisition Proposal is secured (including deliberationand presentation of alternative proposals to the Company’s shareholders). This period is 60 businessdays upon the receipt of the Acquisition Proposal, or 90 business days for Acquisition Proposals
other than those that specify only cash in Japanese currency as consideration and set no upper limiton the number of shares to be purchased, and an upper limit extension of 30 business days applies if
required on reasonable grounds.
5) A Confirmation Resolution of the Company’s Board of Directors shall be made according to the
Recommendation Resolution of the Corporate Value Committee. In case the Corporate Value Committee
issues the Recommendation Resolution, the Board of Directors must make the Confirmation Resolution
promptly, unless there are particular reasons that are obviously against the directors’ duty of care. The
Gratis Allotment of Subscription Rights to Shares cannot be taken against the Acquisition Proposal forwhich the Confirmation Resolution is made.
6) If a Specified Acquirer―which is defined as a party implementing a Specified Acquisition which has not
obtained a Confirmation Resolution at the time when a Specified Acquisition was implemented―appears,
9the Board of Directors shall, in addition to disclosing the fact that a Specified Acquirer has appeared,
implement the gratis allotment of Subscription Rights to Shares, after passing a resolution to designate arecord date for the gratis allotment, an effective date for the gratis allotment, and other necessary mattersin respect to the gratis allotment of Subscription Rights to Shares and publicizing the items of theresolution. “Subscription Rights to Shares” are defined as the subscription rights to shares with restrictions
on the exercise of such rights by Specified Acquirer and its related parties, which are collectively definedas the Specified Acquirer and Related Parties.
If it is revealed that the ratio of holdings of the Company’s share certificates, etc., by the Specified
Acquirer falls below 20% by a date that is to be specified elsewhere by the Board of Directors, whichshall be earlier than the record date for the gratis allotment (the Board of Directors does not intend to
stipulate a day on or later than 3 business days prior to the record date for the gratis allotment.), and insome other cases, the Board of Directors may choose not to effect a gratis allotment of Subscription Rights
to Shares.
7) If a gratis allotment of Subscription Rights to Shares is effected, the Company shall allot Subscription
Rights to Shares to all common shareholders, except the Company, as of the record date for the gratis
allotment, at a ratio of one Subscription Right to Shares for every one share of the Company’s common
stock held, and the number of shares to be issued per one Subscription Right to Shares will not exceed
two, and be determined elsewhere by the Board of Directors. The value of assets contributed to exercise
one Subscription Right to Shares shall be one yen, multiplied by the number of shares to be issued per
one Subscription Right to Shares.
8) The Subscription Rights to Shares will have an acquisition clause by which the unexercised Subscription
Rights to Shares can be acquired by the Company. For the Subscription Rights to Shares held byshareholders other than the Specified Acquirer and Related Parties, this is accomplished in exchange forcommon shares of the Company of a number equal to the integral part of the number of said Subscription
Rights to Shares multiplied by the number of shares to be issued per Subscription Right to Shares. For
other Subscription Rights to Shares, this is accomplished in exchange for subscription rights to shareswith restriction on transfer (and with restriction on the exercise of the rights by the Specified Acquirer andRelated Parties) of a number equal to the number of said Subscription Rights to Shares.
[4] Judgment of the Board of Directors, and its reasons
The Plan complies with the basic policies described above, and the following special methods are to be
implemented as a way of increasing its rationality. Therefore, the Plan protects the corporate value of theCompany and the common interests of the shareholders, and does not pursue the personal interests of theCompany’s management.
1) The Plan received prior approval of the shareholders at the 174th Ordinary General Meeting of
Shareholders held on June 27, 2018, pursuant to the provision of Article 45 of the Company’s Articles ofIncorporation.
2) The term of office of the Company’s Directors (excluding Directors who are members of the Audit &Supervisory Committee) is one (1) year, and the timing of reelection is concurrent among all Directors. In
addition, a resolution on dismissal of Directors may be passed by an ordinary resolution at a General
Meeting of Shareholders. Therefore, the Plan can be abolished by a resolution of the Board of Directors
through the election or dismissal of Directors, by an ordinary resolution at a single General Meeting of
Shareholders.
3) To secure the neutrality of judgment relating to the Plan, the Corporate Value Committee, composed onlyof the Company’s Outside Directors, shall deliberate the Acquisition Proposal, under legal obligations as
the Directors of the Company, to determine if the proposal secures and improves the Company’s corporate
value and the common interests of the shareholders. It is also required that the Board of Directors make a
Confirmation Resolution, upon receipt of a Recommendation Resolution to that effect from the Corporate
Value Committee, unless there are particular reasons that are obviously against the directors’ duty of care.
4) To enhance the objectivity of judgment relating to the Plan, the Plan specifies when the Corporate Value
Committee must issue a Recommendation Resolution, as stated in [3] above.
5) Subject to approval resolution of the General Meeting of Shareholders, the Plan can be revised every year
by a resolution of the Board of Directors. This allows the Plan to adjust itself to the development of therelated laws and regulations, and various other business circumstances surrounding the Company.
6) The validity of an approval resolution is three years from the date of the General Meeting of Shareholders.
Upon the passage of three years, the Board of Directors will present a Plan that reflects any revisions,
including reflection of its supplementary conditions, for approval by the shareholders.
7) The Plan satisfies all of the requirements for legality (to avoid suspension of the issuance of subscription
rights to shares, etc.) and rationality (to gain the understanding of shareholders, investors and otherstakeholders) specified in the “Securing and/or Improving Corporate Value and Common Interests of10

Shareholders: Takeover Defense Guidelines” released on May 27, 2005, by the Ministry of Economy,
Trade and Industry and the Ministry of Justice. Moreover, the Plan is in accordance with therecommendations of the June 30, 2008 report of the Ministry of Economy, Trade and Industry’s Corporate
Value Study Group, entitled “Takeover Defense Measures in Light of Recent Environmental Changes.”11

Consolidated Statement of Changes in Net Assets(For the Fiscal Year Ended March 31, 2021)(Millions of yen)

Shareholders’ equity
Balance at the
beginning of current
periodChanges 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

12,638Retained earnings

332,342

Treasury shares(11,172)

Total shareholders’equity350,926(10,111)(10,111)19,011

19,011

(11)

(133)

(133)

307

296

0

0

―

(11)

8,899

174

9,063

17,117

12,627341,241(10,997)359,99012

(Millions of yen)

Balance at the
beginning of current
periodChanges 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

Accumulated other comprehensive income
Valuation
Total
Subscription
Nondifference
DeferredForeign
Remeasureaccumulated
rights tocontrollingongains orcurrency
ments ofothersharesinterests
availablelosses on translation defined benefit
comprehensive
plans
for-salehedgesadjustment
incomesecurities

56,970(53)(11,689)(1,158)44,069137

13,908

Total net
assets409,042(10,111)19,011
(133)
296

0

7,717

275

21,00333

29,029(21)(2,339)26,6687,717

275

21,00333

29,029(21)(2,339)35,73264,687222

9,314(1,125)73,098116

11,569444,77413

Notes to the Consolidated Financial Statements
I. Basis of Presentation of Consolidated Financial Statements
1. Scope of consolidation(1) Consolidated subsidiaries: 73 companies- Names of principal subsidiaries: Nisshin Flour Milling Inc., Miller Milling Company, LLC, Allied Pinnacle
Pty Ltd., Champion Flour Milling Ltd., Nisshin Foods Inc., Nisshin Seifun Premix Inc., Ma•Ma-Macaroni
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, 2021, 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 with a readily determinable market value are stated at fair market value based on the quoted
market price at the fiscal year-end (with any unrealized gains or losses being reported directly as acomponent of shareholders’ equity and the cost of any securities sold being computed by the moving
average method).
Securities with no readily determinable market value are stated at cost, with cost being determined by themoving average method.
[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.
14

[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 the fiscal
year ended March 31, 2021.
(4) Accounting treatment of retirement benefits
Regarding its retirement benefit asset and liability, in order to maintain retirement benefits for employees
leaving the Company and already retired pension recipients, the Company subtracts pension plan assets fromits projected benefit obligation, based on estimates as of the end of the consolidated fiscal year ended March
31, 2021.
[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, 2021 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.
(5) 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 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 approachenables exchange rate fluctuations to be offset completely. Hence, the Company considers its hedging
method to be highly effective.
(6) 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.
(7) Consumption tax
All accounting transactions are booked exclusive of any national or local consumption taxes.

15II. 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, 2021, and are likely to have a material impact on the consolidated
financial statements for the next consolidated fiscal year are as follows.
Goodwill¥45,551 million
Other (intangible assets)¥27,824 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.
The Company is making accounting estimates for the impairment of goodwill and intangible assets other than
goodwill, etc. based on the assumption that the impact of the spread of COVID-19 is likely to follow a repeatedpattern of expansion and retreat in each country and region, while gradually returning to normal.
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.
III. 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:¥336,333 million
3. Components of inventories
Merchandise and finished goods:¥30,881 million
Work in process:¥5,483 million
Raw materials and supplies:¥45,241 million
IV. 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,
2021.
Location
City of Kawasaki(Kanagawa Pref.), others

Application
Business assets(Others)

Type
Buildings and structures

The Nisshin Seifun Group categorizes assets based on the smallest unit that largely generates cash flows
independently from the cash flows of other assets and asset groups.
With the decision to dismantle and remove the production plant and R&D buildings of the pet food business, theCompany reduced the book value of these assets to their recoverable value. This resulted in the subsequentposting of an impairment loss of ¥977 million under extraordinary losses. The breakdown of the impairment loss
consists of buildings and structures and expenses for their dismantlement. In light of the decision to remove thebuildings and structures, the net sale value of these assets is assessed as zero.
2. Business restructuring expenses
Business restructuring expenses consist primarily of expenses accompanying the termination of production in
the pet food business.
V. 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, 2021
Common stock:304,357,891 shares
2. Dividends(1) Dividends paid
The following resolution was made at the meeting of the Board of Directors held on May 14, 2020.
- Dividends on common stock[1] Total dividends to be paid:¥5,055 million[2] Dividend per share:¥17[3] Record date:
March 31, 2020
[4] Effective date:June 26, 2020
(Note) Total dividends to be paid include ¥0 million of the dividends to the Company shares held by The
16

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 27, 2020.
- Dividends on common stock[1] Total dividends to be paid:¥5,056 million[2] Dividend per share:¥17[3] Record date:
September 30, 2020
[4] Effective date:
December 4, 2020
(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, 2021, 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 25, 2021.
- Dividends on common stock[1] Total dividends to be paid:¥5,949 million[2] Source of dividends:
Retained earnings[3] Dividend per share:¥20[4] Record date:
March 31, 2021
[5] 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.
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
12-1st subscription rights to shares (Granted on August 19, 2014)
Common stock
4,400 shares
12-2nd subscription rights to shares (Granted on August 19, 2014)
Common stock
41,800 shares
13-1st subscription rights to shares (Granted on August 19, 2015)
Common stock
68,000 shares
13-2nd subscription rights to shares (Granted on August 19, 2015)
Common stock
132,000 shares
14-1st subscription rights to shares (Granted on August 15, 2016)
Common stock
91,000 shares
14-2nd subscription rights to shares (Granted on August 15, 2016)
Common stock
170,000 shares
VI. 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
17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 restricted
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
The market value of financial instruments includes value based on market price or value calculated in areasonable manner when there is no market price. As fluctuation is factored into this calculated value, theselection of differing preconditions and the like may cause the fair value to change.
2. Market value of financial instruments
The book value, market value and difference between each for major balance sheet items as of March 31, 2021
(the balance sheet date) are presented as follows. Details of those balance sheet items whose market values are
deemed highly difficult to determine are not included. (Please refer to Note 2).
(Millions of yen)Book value (*1) Market value (*1)
Difference(1) Cash and deposits
61,282
61,282―(2) Notes and accounts receivable – trade
85,48385,483―(3) Securities and investment securities
Other securities
121,833
121,833―(4) Notes and accounts payable – trade(47,946)(47,946)―(5) Short-term loans payable(4,307)(4,307)―(6) Bonds(20,000)(19,373)(626)(7) Long-term loans payable (*2)
(15,969)(15,639)(330)(8) Derivative transactions (*3)
234
234
―
(*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.
Note 1: Calculation method for the market values of financial instruments, securities and derivativetransactions.

18

(1) Cash and deposits, and (2) Notes and accounts receivable – trade
Given the short settlement period of the above items, the market value and book value are almost thesame, and therefore, the corresponding book values are used.
(3) Securities and investment securities
Shares are recorded at the stock-exchange price, and bonds are recorded at either the stock-exchange
price or the price indicated by the transacting financial institution in question.
(4) Notes and accounts payable – trade, and (5) Short-term loans payable
Given the short settlement period of the above items, the market value and book value are almost thesame, and therefore, the corresponding book values are used.
(6) Bonds and (7) Long-term loans payable
The market values of bonds and long-term loans payable are measured at the present value of future
cash flows discounted by a rate that is set by using appropriate indices, such as JGB yields, and adding
a credit spread.
(8) Derivative transactions
The market values of derivatives are recorded as the closing price for the corresponding futures or the
price indicated by the transacting financial institution in question. It should be noted that forward
exchange contracts and other foreign exchange contracts in which contracted exchange rates are appliedand grouped together with hedged accounts receivable and accounts payable, and the market value ofthe hedged accounts receivable and accounts payable includes the values of the corresponding accounts
receivable and accounts payable.
Note 2: Financial instruments whose market values are deemed to be highly difficult to determine
Unlisted securities (book value ¥22,913 million) are deemed extremely difficult to value given thelack of a market value and the considerable cost that would be involved in estimating future cash
flow. For this reason, these shares are not included in (3) Securities and investment securities.
VII. Notes to Per Share Information
1. Net assets per share¥1,456.37 (Note 1)
2. Earnings per share¥63.95 (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.
As of March 31, 2021, 25,000 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, 2021, the average number of shares of common stock
for the Company shares held in the aforementioned trust was 51,369 shares.
VIII. 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

19

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, 2021, the book value of the corresponding treasury shares was ¥45 million and the number thereof
was 25,000 shares.
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.
IX. Other Notes
All amounts have been rounded down to the nearest million yen.

20

Non-consolidated Statement of Changes in Net Assets(For the Fiscal Year Ended March 31, 2021)(Millions of yen)
Shareholders’ equity
Capital surplus
Capital stock

Balance at the beginning of current period
Changes of items during the period
Provision of reserve for tax purpose
reduction entry of non-current assets
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

Other
capitalsurplus

9,500

Total
capitalsurplus

202

9,702

(11)

(11)

Retained earnings
OtherretainedLegalearnings
retainedearnings
Reserve fordividends
4,379

2,000

―

―

(11)

(11)

―

―

17,117

9,500

190

9,690

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

2,598

General reserve
170,770

Retained earnings
brought forward

Total retained
earnings

57,649237,397

26

(26)

―

(68)

68

―

(10,111)(10,111)

13,03013,030

(41)

―

2,960

2,918

2,556

170,770

60,610240,31621

(Millions of yen)

Shareholders’ equity

TreasurysharesBalance at the beginning of current
periodChanges of items during the period
Provision of reserve for tax
purpose reduction entry of noncurrent assets
Reversal of reserve for tax purpose
reduction entry of non-current
assetsDividends from surplus
Profit(11,164)

Total
shareholders’equity253,053

Valuation and translation
adjustments
Valuation
Subscription
difference
Total valuation rights to sharesonand translation
availableadjustments
for-salesecurities
39,88839,888137

Total net
assets293,079

―

―

―

―

(10,111)(10,111)

13,03013,030Purchase of treasury shares

(133)

(133)

(133)

Disposal of treasury shares

307

296

296

Net changes of items other thanshareholders’ equity

8,586

8,586

(21)

8,564

Total changes of items during theperiod

174

3,081

8,586

8,586

(21)

11,646

Balance at the end of current period(10,989)

256,135

48,474

48,474

116

304,725

22

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 with a readily determinable market value are stated at fair market value based on the quoted
market price at the fiscal year-end (with any unrealized gains or losses being reported directly as acomponent of shareholders’ equity and the cost of any securities sold being computed by the moving
average method).
Securities with no readily determinable market value are stated at cost, with cost being determined by themoving average method.
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, 2021.
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, 2021 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, 2021 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.”23

5. 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.
6. 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 the Presentation Method(Non-consolidated Statement of Income)“Interest on bonds” under “Non-operating expenses” which was presented separately in the previous fiscal year isincluded in “Interest expenses” under “Non-operating expenses” for the fiscal year ended March 31, 2021 because
they became insignificant in terms of amount.
III. 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, 2021, 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¥165,262 million
Investments in capital of subsidiaries and associates¥1,093 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 shallbe 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.
The Company is making accounting estimates for the valuation of actual value, etc., based on the assumption thatthe impact of the spread of COVID-19 is likely to follow a repeated pattern of expansion and retreat in each country
and region, while gradually returning to normal.
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.
IV. 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¥18,580 million¥836 million¥38,268 million

V. Notes to the Non-consolidated Statement of Income
1. Transactions with affiliated companies
Operating transactions
Operating revenues¥24,192 million
Operating expenses¥794 million
Transactions other than operating transactions¥1,065 million
2. Impairment losses
With the decision to dismantle and remove the production plant and R&D buildings leased to Nisshin Petfood Inc.,
the Company reduced the book value of these assets to their recoverable value. This resulted in the subsequent24

posting of an impairment loss of ¥977 million under extraordinary losses.
VI. 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
6,901,857 shares(Note) The number of treasury shares of common stock at the end of the fiscal year ended March 31, 2021
includes 25,000 shares held by The Master Trust Bank of Japan, Ltd. as trust assets for the stockbased remuneration plan.
VII. Notes to Tax Effect Accounting
The Principal components of deferred tax assets and deferred tax
liabilities are as follows.
Deferred tax assets
Provision for retirement benefits
Investment securities
Impairment loss
Provision for bonuses
Other
Gross deferred tax assets
Valuation allowance
Total deferred tax assets(Millions of yen)

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
VIII. Notes to Related Party Transactions
Subsidiaries, Affiliated Companies, etc.
Name of
Percentage of
Category Company, Voting Rights,
etc.
etc.
Subsidiaries Nisshin
Direct holding
Flour
100.0
Milling
Inc.

NisshinDirect holding
Foods Inc. 100.0

939
507
302
183
284
2,216
(612)
1,604
20,975
1,127961
23,064
21,459(Millions of yen)Transactions 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

25

Transaction
Value
Item
(Note 1)
4,798 ―

Yearend
Balance―

650 Long-term 66,553
loans
receivablefrom
9,070 subsidiaries
andassociates
720 Otherunder
Current
assets8,665 Deposits
received
0 Accrued
expenses

57

10,3750Name of
Percentage ofCompany, Voting Rights,
etc.
etc.
Subsidiaries Oriental
Direct holding
Yeast Co., 100.0
Ltd.
Category

NissinPharmaInc.

Direct holding
100.0

NisshinDirect holding
Engineering 100.0
Inc.

NBC
Meshtec
Inc.

Direct holding
100.0Transactions withRelated Party

Nature ofTransactions

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)
Licensing ofReceipt of funds
trademark, etc.,(Note 3)
Lending andPayment ofreceipt of funds, interests
Leasing of offices, (Note 3)
Concurrent
serving of officers
Licensing ofReceipt of funds
trademark, etc.,(Note 3)
Receipt of funds, Payment of
Leasing of offices, interests
Concurrent(Note 3)serving of officers
Licensing ofLending oftrademark, etc.,
working capital
Lending and(Note 5)receipt of funds

Receipt ofinterests(Note 5)

Transaction
YearValue
Itemend(Note 1)
Balance― Long-term 6,941
loans
receivablefrom― subsidiaries
andassociates
70 Otherunder
Current
assets4,611 Deposits
received
0 Accrued
expenses

10,095 Deposits
received
0 Accrued
expenses

5

4,706
0

8,780
0

4,547 Long-term 4,526
loans
receivable
fromsubsidiaries
andassociates
46 Other3
underCurrent
assetsTransaction 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.
IX. Notes to Per Share Information
1. Net asset per share¥1,024.05(Note 1)
2. Earnings per share¥43.82(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, 2021, 25,000 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
26

shares excluded when calculating the average number of shares of common stock during the
fiscal year.
For the fiscal year ended March 31, 2021, the average number of shares of common stock for theCompany shares held in the aforementioned trust was 51,369 shares.
X. 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).
XI. Other Notes
All amounts have been rounded down to the nearest million yen.

27