Notice Regarding the Transfer of Shares of a Consolidated Subsidiary and the Recognition of Extraordinary Income
Takara Holdings Inc. (the “Company”) hereby announces that its Board of Directors resolved at a meeting held today, the Company resolved to transfer 70% of the shares of Takara Butsuryu System Co.,Ltd. (“Takara Butsuryu System” ), a wholly owned subsidiary of the Company, to Chuo Warehouse Co.,Ltd.( Prime Market of the Tokyo Stock Exchange, Securities Code: 9319, “Chuo Warehouse”), and entered into a share transfer agreement.
１. Reason for transfer of shares
As a basic policy of the Takara Group Medium-Term Management Plan 2030, announced on May 13, 2026, the Group has established a business portfolio strategy aimed at realizing its Long-Term Vision 2050 and restoring a sustainable growth trajectory. Through the swift selection and concentration of management resources, the Group seeks to enhance its corporate value over the medium to long term.
Takara Butsuryu System provides a wide range of logistics services, centered on transportation and warehousing operations, and its key strength lies in its nationwide logistics network. Leveraging this network, Takara Butsuryu System has been promoting the expansion of sales to external customers (“External Sales”), in addition to services provided to Takara Shuzo Co.,Ltd. (“Takara Shuzo” ), resulting in steady growth in both net sales and profits.
However, over the medium to long term, the volume of products handled for Takara Shuzo is expected to decline due to demographic trends in Japan and changes in alcohol consumption. Accordingly, the continued expansion of External Sales c has become a key challenge in maintaining and strengthening the logistics functions of Takara Logistics Systems.
Furthermore, amid increasing challenges in securing drivers, cargo handling personnel, and other logistics-related workers in recent years, as well as the need to address revisions to logistics-related regulations and rising labor costs stemming from such labor shortages, further investments in management resources have become necessary, including capital expenditures, investments in labor-saving initiatives, and investments in human capital.
Under these circumstances, we determined that promoting the selection and concentration of management resources within the Group by enabling the sustainable growth of Takara Butsuryu System and maintaining and securing employment for its employees under a new shareholder whose core business is logistics would contribute to enhancing the corporate value of the Group as a whole. Accordingly, we decided to transfer the shares of the company.
２. Profile of subsidiary to change
| (１) Company name | Takara Butsuryu System Co.,Ltd. | ||
| (２) Location | 55-13 Osumihama, Kyotanabe City, Kyoto, Japan | ||
| (３) Position and name of representative | Hiroki Taniguchi, Representative Director and President | ||
| (４) Business | Transportation, warehousing, distribution processing, e-commerce logistics and promotional goods logistics, non-life insurance agency, and leasing |
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| (５) Capital | ￥50 million | ||
| (６) Established | April 27,1944 | ||
| (７) Major shareholder and shareholding ratio | Takara Holdings Inc. 100% | ||
| (８) Relationships between Takara Holdings and the company in question | Capital | The Company holds 100% of the shares of said company. | |
| Personnel |
One director of the Company and one director of the Company's subsidiary concurrently serve as directors of the subject company. |
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| Transactions | The Company and its group companies have business relationships with the subject company, including transactions involving the provision of services. | ||
| (９) Consolidated Operating Results and Financial Position of the Target Company for the Most Recent Three Fiscal Years | |||
| Fiscal year | Fiscal year ended March 31, 2024 | Fiscal year ended March 31, 2025 | Fiscal year ended March 31, 2026 |
| Net assets（Consolidated） | ￥2,057 million | ￥2,076 million | ￥2,550 million |
| Total assets（Consolidated） | ￥3,413 million | ￥3,408 million | ￥4,249 million |
| Net assets per share（Consolidated) | ￥2,057 | ￥2,076 | ￥2,550 |
| Net sales（Consolidated） | ￥13,121milion | ￥12,560 million | ￥12,649 million |
| Operating income（Consolidated） | ￥553 million | ￥587 million | ￥676 million |
| Ordinary income（Consolidated） | ￥574 million | ￥608 million | ￥698 million |
| Net income attributable to owners of the parent | ￥375 million | ￥394 million | ￥869 million |
| Net income per share（Consolidated） | ￥375 | ￥394 | ￥869 |
| Dividend per share | ￥376 | ￥395 | ￥869 |
３. Profile of the counterparty to the share transfer
| (１) Company name | Chuo Warehouse Co.,Ltd. | ||
| (２) Location | 41 Sujakuuchihata-cho, Shimogyo -ku,Kyoto City, Kyoto,Japan | ||
| (３) Position and name of representative | Masakazu Kimura,Representative Director and Chairman Hidemi Tanioku,Representative Director, President & Executive Officer |
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| (４) Business | Warehousing, freight transportation, customs brokerage, packaging and packing materials processing and sales, real estate sales, leasing, brokerage and property management, and non-life Insurance agency services | ||
| (５) Capital | ￥2,734 million | ||
| (６) Established | October 18,1927 | ||
| (７) Net assets | ￥49,089 million ※Fiscal Year Ended March 31, 2026 | ||
| (８) Total assets | ￥63,662 million ※Fiscal Year Ended March 31, 2026 | ||
| (９)Major shareholder and shareholding ratio ※As of March 31, 2026 |
Bank of Kyoto, Ltd | 4.74% | |
| Bank of Shiga, Ltd. | 4.57% | ||
| The Master Trust Bank of Japan, Ltd.（Trust Account） | 4.54% | ||
| Yasuda Logistics Corporation | 4.46% | ||
| Nippon Life Insurance Company | 3.70% | ||
| MUFG Bank, Ltd. | 3.60% | ||
| Mizuho Trust & Banking Co., Ltd. | 3.28% | ||
| Toda Corporation | 3.04% | ||
| Kyoto Chuo Shinkin Bank | 2.87% | ||
| The Chuo Warehouse Employees' Shareholding Association | 2.27% | ||
| (10) Relationship between the parties | Capital |
As of today, the Company holds 164,350 shares of common stock of the subject company (representing 0.86% of its outstanding shares). |
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| Personnel | There are no matters to be noted. | ||
| Transactions | The Company has business transactions with the subsidiary subject to the transfer. | ||
| Related parties | There are no matters to be noted. | ||
４. Number of shares to be transferred and share owned before and after transfer
| (１) Number of shares owned before transfer | 1,000,000 shares （No. of voting rights: 1,000,000, percentage of voting rights owned: 100%） |
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| (２) Number of shares to be transferred | 700,000 shares （No. of voting rights: 700,000, percentage of voting rights owned: 70%） |
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| (３) Transfer Price | ￥5,985 million | ||
| (４) Number of shares owned after transfer | 300,000 shares （No. of voting rights: 300,000, percentage of voting rights owned: 30%） |
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５. Schedule
| (１) Date of approval by Board of Directors | October 5, 2026 | ||
| (２) Date of conclusion of agreement | October 5, 2026 | ||
| (３) Date of execution of share transfer | April,1, 2027（planned） | ||
６. Future outlook
As a result of this transaction, the Company expects to record a gain on sale of shares of approximately ¥3,625 million as extraordinary income in its consolidated financial results for the fiscal year ending March 31, 2028.
Please note that the final share transfer price will be determined after the completion of price adjustments and other procedures in accordance with the share transfer agreement. Accordingly, the amount of the gain on sale to be recognized may be subject to change.
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
