House Foods Group Inc.TSE: 2810

Notice Concerning Share Transfer Involving a Change in a Consolidated Subsidiary

· Issued by House Foods Group Inc.


September 2, 2025 Company Name: House Foods Group Inc.

Representative: Hiroshi Urakami, President (Securities Code: 2810, TSE Prime Market)

Contact: Eiki Miyake, General Manager, Public & Investors Relations Division

(Tel: +81-3-5211-6039)

Notice Concerning Share Transfer Involving a Change in a Consolidated Subsidiary

House Foods Group Inc. (headquartered in Higashiosaka-city, Osaka; Hiroshi Urakami, Representative Director & President; hereinafter, the "Company") hereby announces that at a meeting of its Board of Directors held today, it resolved to transfer all shares of Delica Chef Corporation ("Delica Chef"), its consolidated subsidiary, and all the assets related to the business of Delica Chef held by the Company to Musashino Co., Ltd. ("Musashino") (the "Transfer"). Details are as follows. Due to the Transfer, Delica Chef will be excluded from the scope of consolidated subsidiaries.

  1. Reason for the Transfer

    Under the Group Philosophy of "Through food, we aim to be a good corporate citizen, connecting and collaborating with people to create smiles in their lives," the Group focuses on its "Three Responsibilities (for our customers, for our employees and their families and for society)" by multiplying the strengths it has cultivated since its founding with those of each Group company and pursuing "Healthy Life Through Foods," and aim to be a quality company with a global presence.

    Since its founding in 1985, Delica Chef has contributed to the realization of the Group Philosophy through the production and sale of ready-made dishes, desserts, bread, etc. for Seven-Eleven Japan Co., Ltd., utilizing its strengths in quality management and product development fostered in the Group.

    In the ongoing Eighth Medium-term Business Plan, the Company positions three value chains (VCs) of Spice, Soybean and Functional Ingredients as core growth areas and has been concentrating the allocation of management resources to pursue growth through the creation of global VCs. Consequently, the Company decided, in light of the synergies between Delica Chef and the core growth areas, etc. and to enable the continued growth of the business of Delica Chef, to transfer the business of Delica Chef to Musashino, which operates the same business, namely manufacturing food for convenience stores. Musashino's strengths in product development and production management know-how are highly complementary with the strengths of Delica Chef. Moreover, the Company believes that the business of Delica Chef can be further developed through synergies created by leveraging both companies' business scales and reinforcing their competitiveness in procurement and logistics.

  2. Outline of subsidiary to be transferred (Delica Chef)

    (1) Name

    Delica Chef Corporation

    (2) Address

    49-2 Kiyoku-cho, Kuki-shi, Saitama

    (3) Name and title of representative

    Yoshihiro Suzuki, Representative Director and President

    (4) Business description

    Food manufacturing business (ready-made dishes, salads, desserts and baked bread)

    (5) Share capital

    60 million yen

    (6) Established

    August 1985

    (7) Equity investors and their investment ratio

    House Foods Group Inc. 100%

    (8) Relationships with the Company

    Capital relationship

    The subject company is a wholly owned, consolidated subsidiary of the Company.

    Personal relationship

    Not applicable.

    Business relationship

    Land, buildings and machine equipment owned by the Company are rented to the subject company.

    The Company has been providing loans to the subject company.

    (9) Financial position and operating results of the subject company for the most recent three years

    Fiscal year

    Year ended March 31, 2023

    Year ended March 31, 2024

    Year ended March 31, 2025

    Net assets

    2,300 million yen

    2,610 million yen

    2,533 million yen

    Total assets

    4,674 million yen

    5,049 million yen

    4,404 million yen

    Net sales

    19,281 million yen

    19,415 million yen

    18,848 million yen

    Operating profit

    198 million yen

    484 million yen

    -172 million yen

    Profit

    141 million yen

    310 million yen

    -77 million yen

  3. Information of counterparty to the Transfer

    (1) Name

    Musashino Co., Ltd.

    (2) Address

    Musashino Building, 1-1-1 Nishihara, Asaka-shi, Saitama

    (3) Name and title of representative

    Nobuyuki Yasuda, Representative Director and President

    (4) Business description

    Production and sale of packed lunches, rice balls, sushi, savory bread, processed noodles, etc. Operation and management of sports and leisure facilities

    (5) Share capital

    100 million yen

    (6) Established

    December 1969

    (7) Equity investors and their investment ratio

    Nobuyuki Yasuda 49.2%

    Musashino Holdings Corporation 22.5%

    (8) Relationships with the Company

    Capital relationship

    Not applicable.

    Personal relationship

    Not applicable.

    Business relationship

    There are no business relationships to be described.

    (9) Net assets and total assets in the immediately preceding business year

    Fiscal year

    Year ended March 31, 2025

    Net assets

    56,749 million yen

    Total assets

    103,101 million yen

  4. Content of the Transfer

    1. Outline of transfer of shares and fixed assets

      Overview of the share transfer

(i) Equity interest before the transfer

8,043 shares of common stock (Ownership ratio of voting rights: 100%)

(ii) Number of shares for transfer

8,043 shares of common stock (Ownership ratio of voting rights: 100%)

(iii) Equity interest after the transfer

0 shares (percentage of voting rights 0.00%)

Outline of transfer of fixed assets

(i) Name of the assets

Land and buildings of Kuki Plant, assets of Narashino Plant

  1. Transfer price

9.0 billion yen

  1. Schedule

    (1) Date of resolution by the Board of Directors

    September 2, 2025

    (2) Date of agreement

    September 2, 2025

    (3) Date of transfer

    January 15, 2026 (planned)

  2. Future outlook

The Company expects only a minimal impact on its consolidated business performance for the fiscal year ending March 31, 2026. On careful evaluation of any future impact, should any fact arise require disclosure, the Company will promptly disclose that fact.