Nifco Inc. TSE:7988

Nifco : Annual Securities Report-The 73rd Fiscal Year(From April 1, 2024 to March 31, 2025)

Published

Source: MarketScreener

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.

Annual Securities Report

(Report pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act)

The 73rd Fiscal Year From April 1, 2024

to March 31, 2025



Nifco Inc. E02386

Table of Contents

PART I Information on the Company . - 1 -

  1. Company Overview .............................................................................................................................................................. - 1 -

    1. Trends in Key Management Indicators, etc........................................................................................................................... - 1 -

    2. History .................................................................................................................................................................................. - 3 -

    3. Description of Business ........................................................................................................................................................ - 5 -

    4. Status of Subsidiaries and Associates ................................................................................................................................... - 8 -

    5. Status of Employees............................................................................................................................................................ - 11 -

  2. Business Overview ............................................................................................................................................................. - 13 -

    1. Management Policies, Management Environment and Issues to Be Addressed ................................................................. - 13 -

    2. Sustainability Concept and Initiatives................................................................................................................................. - 14 -

    3. Business Risks .................................................................................................................................................................... - 30 -

    4. Management's Analysis of Financial Position, Operating Results and Cash Flows ........................................................... - 33 -

    5. Important Contracts, etc...................................................................................................................................................... - 39 -

    6. Research and Development Activities ................................................................................................................................ - 40 -

  3. Status of Facilities............................................................................................................................................................... - 42 -

    1. Overview of Capital Investment, etc................................................................................................................................... - 42 -

    2. Status of Major Facilities .................................................................................................................................................... - 43 -

    3. Plans for Construction and Retirement, etc. of Facilities .................................................................................................... - 44 -

  4. Status of the Company ........................................................................................................................................................ - 45 -

    1. Status of Shares, etc. ........................................................................................................................................................... - 45 -

      1. Total number of shares, etc. ........................................................................................................................................ - 45 -

      2. Status of share acquisition rights, etc. ......................................................................................................................... - 45 -

      3. Exercise status, etc. of moving strike convertible bonds with share acquisition rights, etc. ........................................ - 47 -

      4. Trends in total number of issued shares and share capital, etc. ................................................................................... - 47 -

      5. Shareholding status ..................................................................................................................................................... - 47 -

      6. Status of major shareholders ....................................................................................................................................... - 48 -

      7. Status of voting rights ................................................................................................................................................. - 50 -

      8. Details of executive and Employee Stock Ownership Plan ......................................................................................... - 50 -

    2. Status of Acquisition, etc. of Treasury Shares .................................................................................................................... - 54 -

    3. Dividend Policy .................................................................................................................................................................. - 56 -

    4. Status of Corporate Governance, etc................................................................................................................................... - 57 -

  5. Financial Information ......................................................................................................................................................... - 87 -

    1. Consolidated Financial Statements, etc............................................................................................................................... - 88 -

      1. Consolidated Financial Statements.............................................................................................................................. - 88 -

      2. Others ........................................................................................................................................................................ - 131 -

    2. Financial Statements, etc. ................................................................................................................................................. - 132 -

      1. Financial Statements ................................................................................................................................................. - 132 -

      2. Details of major assets and liabilities ........................................................................................................................ - 142 -

      3. Others ........................................................................................................................................................................ - 142 -

  6. Stock-Related Administration for the Company ............................................................................................................... - 143 -

  7. Reference Information on the Company ........................................................................................................................... - 144 -

    1. Information on the Parent Company, etc. of the Company ............................................................................................... - 144 -

    2. Other Reference Information ............................................................................................................................................ - 144 -

Part II. Information on the Guarantee Companies, etc. of the Company ...................................................................................... - 145 -[Audit Report]

[Internal Control Report]

[Cover]

[Document filed] Annual Securities Report

[Applicable law] Article 24, Paragraph 1 of the Financial Instruments and Exchange Act

[Filed to] Director-General, Kanto Local Finance Bureau

[Filing date] June 23, 2025

[Fiscal year] 73rd fiscal year (from April 1, 2024, to March 31, 2025)

[Company name] Nifco Inc.

[Company name (English)] NIFCO INC.

[Title and name of representative] Masaharu Shibao, President & Representative Director [Address of head office] 5-3 Hikarinooka, Yokosuka-shi, Kanagawa

[Phone number] +81-46-839-0225

[Contact person] Toshiki Yauchi, Director & Senior Executive Managing Officer, CFO

[Contact address] Mita Bellju Building 20th Floor, 5-36-7 Shiba, Minato-ku, Tokyo

[Phone number] +81-3-5476-4853

[Contact person] Toshiki Yauchi, Director & Senior Executive Managing Officer, CFO [Place where available for public inspection] Tokyo Stock Exchange, Inc.

(2-1, Nihonbashi-kabutocho, Chuo-ku, Tokyo)

‌PART I Information on the Company

  1. ‌Company Overview

    1. ‌Trends in Key Management Indicators, etc.

      1. Consolidated management indicators, etc.

        Term

        69th

        70th

        71st

        72nd

        73rd

        Fiscal years ended

        March 31, 2021

        March 31, 2022

        March 31, 2023

        March 31, 2024

        March 31, 2025

        Net sales

        (millions of

        yen)

        256,078

        283,777

        321,771

        371,639

        353,038

        Ordinary profit

        (millions of

        yen)

        29,535

        33,602

        37,876

        49,665

        52,147

        Profit attributable to owners

        of parent

        (millions of

        yen)

        18,402

        22,959

        21,170

        18,252

        44,767

        Comprehensive income

        (millions of

        yen)

        17,511

        33,180

        33,527

        30,491

        54,199

        Net assets

        (millions of yen)

        178,649

        200,875

        226,127

        247,052

        278,725

        Total assets

        (millions of yen)

        307,127

        333,068

        359,150

        380,405

        379,816

        Net assets per share

        (yen)

        1,737.80

        1,978.36

        2,237.06

        2,455.97

        2,888.37

        Basic earnings per share

        (yen)

        181.09

        227.27

        211.28

        183.26

        461.95

        Diluted earnings per share

        (yen)

        -

        -

        -

        -

        -

        Equity ratio

        (%)

        57.5

        59.5

        62.2

        64.1

        72.4

        Return on equity

        (%)

        10.7

        12.3

        10.0

        7.8

        17.3

        Price-earnings ratio

        (Times)

        22.3

        12.3

        17.8

        21.1

        7.8

        Cash flows from operating

        activities

        (millions of

        yen)

        39,922

        31,743

        37,261

        47,257

        54,217

        Cash flows from investing

        activities

        (millions of

        yen)

        (12,570)

        (9,479)

        (11,530)

        (8,135)

        (23,891)

        Cash flows from financing

        activities

        (millions of

        yen)

        (20,273)

        (13,516)

        (17,418)

        (26,024)

        (35,154)

        Cash and cash equivalents at

        end of period

        (millions of

        yen)

        95,744

        109,992

        122,233

        142,024

        141,097

        Number of employees

        [Average number of temporary employees]

        (persons)

        10,745

        (3,359)

        10,193

        (3,004)

        10,169

        (3,100)

        10,226

        (3,259)

        9,041

        (3,165)

        (Notes) 1. Diluted earnings per share is not stated because there are no dilutive shares.

    2. "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc. has been applied from the beginning of the 70th term, and the principle management indicators, etc. for the 70th term and subsequent terms are those after the application of the accounting standard, etc.

      1. Non-consolidated management indicators

        Term

        69th

        70th

        71st

        72nd

        73rd

        Fiscal years ended

        March 31, 2021

        March 31, 2022

        March 31, 2023

        March 31, 2024

        March 31, 2025

        Net sales

        (millions of

        yen)

        79,584

        83,365

        86,391

        98,691

        96,197

        Ordinary profit

        (millions of yen)

        19,201

        18,617

        22,389

        31,013

        24,069

        Profit

        (millions of yen)

        15,931

        16,629

        18,674

        2,633

        28,395

        Share capital

        (millions of yen)

        7,290

        7,290

        7,290

        7,290

        7,290

        Total number of issued shares

        (Thousand shares)

        107,508

        107,508

        107,508

        100,257

        100,257

        Net assets

        (millions of yen)

        109,266

        115,575

        126,926

        121,612

        126,409

        Total assets

        (millions of yen)

        185,203

        191,152

        202,483

        187,605

        187,209

        Net assets per share

        (yen)

        1,075.97

        1,153.75

        1,270.14

        1,225.62

        1,327.86

        Dividends per share

        53.00

        62.00

        64.00

        64.00

        75.00

        (yen)

        (Interim dividends per share)

        (25.00)

        (31.00)

        (31.00)

        (32.00)

        (35.00)

        Basic earnings per share

        (yen)

        156.78

        164.62

        186.37

        26.44

        293.01

        Diluted earnings per share

        (yen)

        -

        -

        -

        -

        -

        Equity ratio

        (%)

        59.0

        60.5

        62.7

        64.8

        67.5

        Return on equity

        (%)

        15.2

        14.8

        15.4

        2.1

        22.9

        Price-earnings ratio

        (Times)

        25.7

        17.0

        20.1

        146.0

        12.2

        Dividend payout ratio

        (%)

        33.8

        37.7

        34.3

        242.1

        25.6

        Number of employees

        1,388

        1,375

        1,361

        1,363

        1,383

        [Average number of temporary employees]

        (persons)

        (468)

        (411)

        (383)

        (354)

        (347)

        Total shareholder return

        (%)

        210.7

        149.7

        202.5

        211.5

        201.0

        [Benchmark: TOPIX including dividends)

        (%)

        (142.1)

        (145.0)

        (153.4)

        (216.8)

        (213.4)

        Highest share price

        (yen)

        4,210

        4,370

        3,775

        4,442

        3,997

        Lowest share price

        (yen)

        1,737

        2,608

        2,484

        3,382

        2,930

        (Notes) 1. Diluted earnings per share is not stated because there are no dilutive shares.

        1. The highest and lowest share prices are those recorded on the Prime Market of the Tokyo Stock Exchange on or after April 4, 2022, or on the first section of the Tokyo Stock Exchange before that date.

        2. "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc. has been applied from the beginning of the 70th term, and the principle management indicators, etc. for the 70th term and subsequent terms are those after the application of the accounting standard, etc.

        3. As announced on May 12, 2025, the year-end dividend for the fiscal year ended March 31, 2025 is expected to be 40 yen per share. This proposal will be submitted at the Annual General Meeting of Shareholders scheduled for June 24, 2025.

      1. ‌History

        Substantial surviving company

        Upon the merger of Nifco Inc. (par value of shares: 500 yen) (founded in February 1967, and has been engaged in the manufacture and sales of industrial fasteners) and Nichiei Bussan Co., Ltd. (founded in May 1953, and has been engaged in the import and export of leaf tobacco and miscellaneous beans, as well as the import and export of industrial fasteners) in October 1977, the Company (founded in October 1946, former Koto Kigyo Co., Ltd; par value of shares: 50 yen) became the formal surviving company and absorbed both companies to change the par value of their shares to 50 yen from 500 yen.

        Therefore, among the absorbed companies, Nifco Inc. (par value of shares: 500 yen), which has superior size in terms of net sales and total assets, is listed as the substantial surviving company.

        The Company was founded on February 13, 1967, as a joint venture between Nichiei Bussan Co., Ltd. and Illinois Tool Works Inc. (a manufacturer of industrial fasteners with subsidiaries, affiliates and business partners worldwide).

        February 1967 Nippon Industrial Fastener Corporation (renamed to Nifco Inc. in December 1970) was co-founded by Nichiei Bussan Co., Ltd. and Illinois Tool Works Inc. with a starting capital of 48,000 thousand yen, and entered into a technical assistance contract with Illinois Tool Works Inc.

        [As they were absorbed by Nifco Inc. (formal surviving company whose par value of shares is 50 yen and whose trade name was changed from Koto Kogyo Co., Ltd., a dormant company, to Nifco Inc. on May 26, 1977, on the premise of the merger) in October 1977 for the purpose of changing the par value of shares, the registered date of incorporation was October 8, 1946.]

        July 1969 Established Osaka Sales Department in Nishi-ku, Osaka-shi. December 1976 Newly established Nagoya Plant in Toyota-shi, Aichi.

        October 1977 Absorbed Nichiei Bussan Co., Ltd. (changed the par value of the shares to 50 yen from 500 yen). May 1978 Established Kitakyushu Sales Department in Miyako-gun, Fukuoka.

        July 1979 Listed on the second section of the Tokyo Stock Exchange. September 1980 Newly constructed Sagamihara Plant in Sagamihara-shi, Kanagawa. April 1982 Newly constructed Utsunomiya Office in Kawachi-gun, Tochigi.

        January 1983 Relocated Osaka Sales Office to Suita-shi, Osaka.

        May 1983 Co-founded Nifco Taiwan Corporation in Taipei, Taiwan. March 1984 Listed on the first section of the Tokyo Stock Exchange.

        April 1984 Established Hamamatsu Branch Office (current Hamamatsu Sales Office) in Hamamatsu-shi, Shizuoka.

        January 1985 Co-founded Korea Industrial Fastener Corporation (current Nifco Korea Inc.) in Gumi, Korea. November 1986 Co-founded ITW-Nifco Inc. in Ohio, U.S.A.

        July 1987 Founded Nifco (HK) Ltd., a subsidiary, in Hong Kong, China.

        August 1987 Newly constructed Hiroshima Office (current Hiroshima Sales Office) in Asaminami-ku, Hiroshima-shi.

        November 1988 Co-founded Union Nifco Co., Ltd. in Bangkok, Thailand.

        February 1990 Co-founded JT Nifco Inc. (current Nifco Yamagata Inc.) in Yamagata-shi, Yamagata. March 1990 Established Tokyo Headquarters in Minato-ku, Tokyo.

        July 1990 Acquired Elta Plastics Ltd. (current Nifco U.K. Ltd.) in Cleveland, England.

        October 1990 Co-founded Nifco (Malaysia) Sdn. Bhd. (current Nifco Manufacturing (Malaysia) Sdn. Bhd.) in Selangor, Malaysia.

        December 1991 Co-founded Kyushu JT Nifco Inc. (current Nifco Kumamoto Inc.) in Kikuchi-gun, Kumamoto. July 1995 Founded Nifco (Singapore) Pte., Ltd. a subsidiary in Singapore.

        March 1996 Founded Shanghai Nifco Plastic Manufacturer Co., Ltd., a subsidiary, in Shanghai, China.

        April 1996 Founded Nifco U.S. Corporation (current Nifco America Corporation), a subsidiary, in Ohio, U.S.A. July 1996 Acquired stocks of The Japan Times, Ltd., Simmons Co., Ltd. and Simmons Bedding & Furniture (HK)

        Limited, and made them subsidiaries.

        December 1997 Acquired stocks of ITW-Nifco Inc., a joint venture, in Ohio, U.S.A. and merged it into Nifco U.S. Corporation (current Nifco America Corporation) as the surviving company.

        May 1999 Relocated Kyushu Sales Office to Kokurakita-ku, Kitakyushu-shi.

        April 2001 Acquired four companies under the Acriplas Group (current Nifco Products Espana, S.L.U.) in Spain. November 2001 Founded Tifco (Dongguan) Co., Ltd., a fifty-fifty joint venture with Nifco Taiwan Corporation, in

        Changan Town, Dongguan, Guangdong, China.

        February 2002 Founded Dongguan Nifco Co., Ltd., a subsidiary, in Shilong Zhen, Dongguan, Guangdong, China.

        June 2002 Acquired additional stocks of Nifco Taiwan Corporation, a joint venture in Taiwan, and made it a subsidiary.

        July 2002 Founded Nifco (Thailand) Co., Ltd., a subsidiary, in Chonburi, Thailand. November 2004 Founded Beijing Nifco Co., Ltd., a subsidiary, in Tongzhou District, Beijing, China.

        January 2005 Founded Kifco Vietnam Ltd. (current Nifco Vietnam Ltd.), a subsidiary, in Tainin, Vietnam.

        March 2005 Acquired additional stocks of JT Nifco Inc. (current Nifco Yamagata Inc.) and Kyushu JT Nifco Inc. (current Nifco Kumamoto Inc.), which are joint ventures, and made them subsidiaries.

        February 2006 Founded Nifco Poland Sp. z o.o., a subsidiary, in Swidnica, Poland. March 2007 Founded Nifco North America Inc., a subsidiary, in Kentucky, U.S.A.

        June 2007 Founded Nifco Deutschland GmbH (Nifco KTS GmbH), a subsidiary, in Eschborn, Germany.

        September 2008 Acquired additional stocks of Union Nifco Co., Ltd., a joint venture in Thailand, and made it a subsidiary.

        October 2008 Founded Nifco Korea USA Inc. in Alabama, U.S.A.

        April 2009

        May 2009

        January 2010

        April 2010

        Nifco America Corporation, a subsidiary, absorbed Nifco North America Inc., a subsidiary. Simmons Co., Ltd. newly constructed Fuji-Oyama Plant in Sunto-gun, Shizuoka.

        Founded Nifco (Tianjin) Co., Ltd., a subsidiary, in Tianjin, China.

        Founded Nifco Enterprise Management (Shanghai) Co., Ltd., a subsidiary, in Shanghai, China.

        June 2010 Founded Nifco India Private Ltd., a subsidiary, in Gurgaon, India.

        July 2010 Founded Nifco South India Manufacturing Private Ltd., a subsidiary, in Chennai, India. November 2010 Founded Nifco (Hubei) Co., Ltd., a subsidiary, in Ezhou, Hubei, China.

        December 2010 Founded Nifco Korea Poland Sp. z o.o., a subsidiary, in Zory, Poland.

        January 2011 Founded Nifco (Jiang Su) Co., Ltd., a subsidiary, in Zhangjiagang, Jiangsu, China. May 2011 Founded PT. Nifco Indonesia, a subsidiary, in Jakarta, Indonesia.

        June 2011 Founded Nifco Yancheng Co., Ltd., a subsidiary, in Yancheng, Jiangsu, China.

        July 2012 Founded Nifco Central Mexico S. de R.L. de C.V., a subsidiary, in Irapuato, Mexico. March 2013 Newly constructed Nifco Technology Development Centre in Yokosuka-shi, Kanagawa. April 2013 Acquired KTS and its group companies in Germany.

        May 2014 Acquired KTW and its group companies in Germany. January 2015 Relocated the head office to Yokosuka-shi, Kanagawa.

        April 2015 Founded Nifco KTW America Corporation, a subsidiary, in Georgia, U.S.A.

        September 2015 Founded Nifco (Chongqing) Limited Liability Company, a subsidiary, in Chongqing, China. August 2016 Constructed an explosion-proof tower and laboratory tower in Yokosuka-shi, Kanagawa.

        April 2018 Newly established and put into practice the corporate philosophy, logo and slogan. November 2018 Relocated Tokyo Headquarters within Minato-ku, Tokyo.

        December 2018 Founded Nifco Kitakanto Inc., a subsidiary, in Minato-ku, Tokyo.

        May 2019 Nifco Kumamoto Inc., a subsidiary, relocated its head office to Kikuchi-shi, Kumamoto.

        Carried out an absorption-type merger with Nifco KTW GmbH, a subsidiary, as the surviving company

        July 2019

        and Nifco KTS GmbH, a subsidiary, as the absorbed company, and changed the name of the surviving company to Nifco Germany GmbH.

        December 2019 Nifco Kitakanto Inc., a subsidiary, relocated its head office to Ashikaga-shi, Tochigi. June 2021 Transitioned to a company with an Audit & Supervisory Committee.

        April 2022 Transitioned to the Prime Market of the Tokyo Stock Exchange. December 2022 Founded Nifco Europe GmbH, a subsidiary, in Solingen, Germany.

      2. ‌Description of Business

        The Group is comprised of the Company and 46 consolidated subsidiaries. Their main business areas, their position in these businesses and their relationships with each segment are as follows.

        The following two divisions are the same as the segments described in "(1) Notes to Consolidated Financial Statements" in "1. Consolidated Financial Statements, etc." in "V. Financial Information."

        (Industrial plastic parts & components)

        Industrial plastic fasteners and plastic precision molded parts and molds.

        : The Company manufactures and sells plastic molded products and molds, and Nifco Yamagata Inc., Nifco Kumamoto Inc., Nifco Kitakanto Inc. and others manufacture and sell plastic molded products and molds.

        In addition, Nifco America Corporation, Nifco U.K. Ltd., Nifco Korea Inc., Dongguan Nifco Co., Ltd., Nifco Taiwan Corporation, Nifco (Thailand) Co., Ltd. and others manufacture and sell molded plastic products and molds overseas.

        Some of these products are purchased and sold between the Company and its subsidiaries.

        (Bedding & furniture) : Simmons Co., Ltd. manufactures and sells beds and imports and sells furniture.

        In addition, Simmons Bedding & Furniture (HK) Limited and others are engaged in the Bedding & furniture business overseas.

        A diagram of the business is as follows. Consolidated subsidiaries are as follows.

        Business category

        Industrial plastic fasteners and plastic precision molded parts

        Molds

Products

(Note) *Consolidated subsidiaries

Bedding & furniture

* Nifco Yamagata Inc.

* Nifco Kumamoto Inc.

* Nifco Kitakanto Inc.

Molds

Industrial plastic parts & components

Nifco Inc. (Manufacture and sale)

* Nifco America Corporation

* Nifco Korea USA Inc.

* Nifco Central Mexico S. de R. L. de C. V.

* Nifco U. K. Ltd.

* Nifco Poland Sp. z o. o.

* Nifco Korea Poland Sp. z o. o.

* Shanghai Nifco Plastic Manufacturer Co., Ltd.

* Dongguan Nifco Co., Ltd.

* Tifco (Dongguan) Co., Ltd.

* Beijing Nifco Co., Ltd.

* Nifco (Tianjin) Co., Ltd.

* Nifco (Hubei) Co., Ltd.

* Nifco (Jiangsu) Co., Ltd.

* Nifco Yancheng Co., Ltd.

* Nifco (HK) Ltd.

* Nifco Taiwan Corporation

* Nifco Korea Inc.

* Nifco (Thailand) Co. , Ltd.

* Union Nifco Co. , Ltd.

* Nifco Manufacturing (Malaysia) Sdn. Bhd.

* Nifco Vietnam Ltd.

* Nifco India Private Ltd.

* Nifco South India Manufacturing Private Ltd.

* PT. Nifco Indonesia and others

(Subsidiaries and associates)

(The Company)

Product category (sales category)

* Simmons Co., Ltd.

* Simmons Bedding & Furniture (HK) Limited

* Shanghai Simmons Bedding & Furniture Sales Limited

* Beijing Simmons Bedding & Furniture Limited

* Shenzhen Simmons Bedding & Furniture Limited

* Simmons Bedding & Furniture (Suzhou) Limited

* Simmons (Southeast Asia) Private Limited

* Simmons Bedding & Furniture (Taiwan) Ltd. and others



Consolidated subsidiaries

  1. Nifco America Corporation Manufacture and sale of plastic molded products

  2. Nifco Korea USA Inc. Manufacture and sale of plastic molded products

  3. Nifco Central Mexico S.de R.L.de C.V. Manufacture and sale of plastic molded products

  4. Guadalupe Property & Assets, S.de R.L.de C.V. Industrial plastic parts & components

  5. Nifco Europe GmbH Industrial plastic parts & components

  6. Nifco U.K. Ltd. Manufacture and sale of plastic molded products

  7. Nifco Poland Sp. z o.o. Manufacture and sale of plastic molded products

  8. Nifco Korea Poland Sp. z o.o. Manufacture and sale of plastic molded products

  9. Shanghai Nifco Plastic Manufacturer Co., Ltd. Sale of plastic molded products

  10. Dongguan Nifco Co., Ltd. Manufacture and sale of plastic molded products

  11. Tifco (Dongguan) Co., Ltd. Manufacture and sale of plastic molded products

  12. Beijing Nifco Co., Ltd. Sale of plastic molded products

  13. Nifco (Tianjin) Co., Ltd. Manufacture and sale of plastic molded products

  14. Nifco (Hubei) Co., Ltd. Manufacture and sale of plastic molded products

  15. Nifco (Jiangsu) Co., Ltd. Manufacture and sale of plastic molded products

  16. Nifco Yancheng Co., Ltd. Manufacture and sale of plastic molded products

  17. Nifco (HK) Ltd. Industrial plastic parts & components

  18. Nifco Taiwan Corporation Manufacture and sale of plastic molded products

  19. Nifco Korea Inc. Manufacture and sale of plastic molded products

  20. Nifco (Thailand) Co.,Ltd. Manufacture and sale of plastic molded products

  21. Union Nifco Co., Ltd. Manufacture and sale of plastic molded products

  22. Nifco Manufacturing (Malaysia) Sdn. Bhd. Manufacture and sale of plastic molded products

  23. Nifco Vietnam Ltd. Manufacture and sale of plastic molded products

  24. Nifco India Private Ltd. Manufacture and sale of plastic molded products

  25. Nifco South India Manufacturing Private Ltd. Manufacture and sale of plastic molded products

  26. PT.Nifco Indonesia Manufacture and sale of plastic molded products

  27. Nifco Yamagata Inc. Manufacture and sale of plastic molded products

  28. Nifco Kumamoto Inc. Manufacture and sale of plastic molded products

  29. Nifco Kitakanto Inc. Manufacture and sale of plastic molded products

  30. Simmons Co., Ltd. Manufacture and sale of beds, import and sale of furniture

  31. Simmons Bedding & Furniture (HK) Limited Bedding & furniture

  32. Shanghai Simmons Bedding & Furniture Sales Limited Sale of beds and furniture

  33. Beijing Simmons Bedding & Furniture Limited Sale of beds and furniture

  34. Shenzhen Simmons Bedding & Furniture Limited Sale of beds and furniture

  35. Simmons Bedding & Furniture (Suzhou) Limited Manufacture and sale of beds

  36. Simmons (Southeast Asia)Private Limited Sale of beds and furniture

  37. Simmons Bedding & Furniture (Taiwan) Ltd. Sale of beds and furniture 9 other companies

  1. ‌Status of Subsidiaries and Associates

    (Consolidated subsidiaries)

    Name

    Location

    Share capital

    Main businesses

    Holding rate of voting rights

    (%)

    Description of relationship

    Nifco America Corporation (Notes) 1, 4

    Ohio, U.S.A.

    Million U.S.

    dollars

    3.5

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Nifco Korea USA Inc. (Note) 3

    Alabama, U.S.A.

    Million U.S.

    dollars

    5.5

    Manufacture and sale of plastic molded products

    100

    (75)

    Concurrent officers: Yes

    Nifco Central Mexico S.de R.L.de C.V. (Notes) 1, 3

    Guanajuato, Mexico

    Million Mexican pesos

    325.2

    Manufacture and sale of plastic molded products

    100

    (52.51)

    Concurrent officers: Yes

    Guadalupe Property & Assets, S. de R.L. de C.V. (Notes) 1, 3

    Guadalupe, Mexico

    Million Mexican pesos

    268.2

    Industrial plastic parts & components

    100

    (75)

    Concurrent officers: Yes

    Nifco Europe GmbH (Note) 1

    Solingen, Germany

    Thousand

    euros

    30.0

    Industrial plastic parts & components

    100

    Concurrent officers: Yes

    Nifco U.K. Ltd. (Note) 1

    Stockton-on-Tees, United Kingdom

    Million British

    pounds

    14.5

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Nifco Poland Sp. z o.o. (Notes) 1, 3

    Swidnica, Poland

    Million zloty

    9.0

    Manufacture and sale of plastic molded products

    100

    (100)

    The Company lends working capital, etc.

    Concurrent officers: Yes

    Nifco Korea Poland Sp. z

    o.o. (Notes) 1, 3

    Zory, Poland

    Million zloty

    6.0

    Manufacture and sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Shanghai Nifco Plastic Manufacturer Co., Ltd. (Note) 3

    Shanghai, China

    Million U.S.

    dollars

    3.0

    Sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Dongguan Nifco Co., Ltd. (Notes) 1, 3

    Guangdong, China

    Million HK

    dollars

    75.0

    Manufacture and sale of plastic molded products

    90

    (90)

    Concurrent officers: Yes

    Tifco (Dongguan) Co., Ltd. (Note) 3

    Guangdong, China

    Million U.S.

    dollars

    1.9

    Manufacture and sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Beijing Nifco Co., Ltd. (Notes) 1, 3

    Beijing, China

    Million U.S.

    dollars

    14.5

    Sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Nifco (Tianjin) Co., Ltd. (Notes) 1, 3

    Tianjin, China

    Million U.S.

    dollars

    18.5

    Manufacture and sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Nifco (Hubei) Co., Ltd. (Notes) 1, 3

    Hubei, China

    Million U.S.

    dollars

    10.0

    Manufacture and sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Nifco (Jiangsu) Co., Ltd. (Notes) 1, 3

    Jiangsu, China

    Million U.S.

    dollars

    15.6

    Manufacture and sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Nifco Yancheng Co., Ltd. (Notes) 1, 3

    Jiangsu, China

    Million U.S.

    dollars

    30.5

    Manufacture and sale of plastic molded products

    100

    (100)

    Concurrent officers: Yes

    Nifco (HK) Ltd. (Note) 1

    Hong Kong

    Million HK

    dollars

    200.0

    Industrial plastic parts & components

    100

    Interlocking directorate: No

    Nifco Taiwan Corporation

    Taoyuan, Taiwan

    Million Taiwan dollars

    150.0

    Manufacture and sale of plastic molded products

    92

    Concurrent officers: Yes

    Nifco Korea Inc. (Notes) 1, 4

    Asan-si, Korea

    Million won 34,400.0

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Nifco (Thailand) Co., Ltd. (Note) 1

    Chonburi, Thailand

    Million baht

    320.0

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Union Nifco Co., Ltd.

    Bangpakong, Thailand

    Million baht

    100.0

    Manufacture and sale of plastic molded products

    50

    Concurrent officers: Yes

    Name

    Location

    Share capital

    Main businesses

    Holding rate of voting rights

    (%)

    Description of relationship

    Nifco Manufacturing (Malaysia) Sdn. Bhd.

    Selangor, Malaysia

    Million Malaysian

    ringgit

    7.5

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Nifco Vietnam Ltd. (Note) 3

    Tay Ninh, Vietnam

    Million U.S.

    dollars

    2.4

    Manufacture and sale of plastic molded products

    100

    (75)

    Concurrent officers: Yes

    Nifco India Private Ltd. (Note) 1

    Haryana, India

    Million Indian

    rupees

    1,130.0

    Manufacture and sale of plastic molded products

    100

    The Company lends working capital, etc.

    Concurrent officers: Yes

    Nifco South India Manufacturing Private Ltd. (Notes) 1, 3

    Tamilnadu, India

    Million Indian

    rupees

    1,294.3

    Manufacture and sale of plastic molded products

    100

    (75)

    Concurrent officers: Yes

    PT.Nifco Indonesia (Note) 1

    Jawa Barat, Indonesia

    Million U.S.

    dollars

    18.8

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Nifco Yamagata Inc. (Note) 1

    Yamagata-shi, Yamagata

    Millions of

    yen

    300.0

    Manufacture and sale of plastic molded products

    100

    Concurrent officers: Yes

    Nifco Kumamoto Inc. (Note) 1

    Kikuchi-shi, Kumamoto

    Millions of

    yen

    800.0

    Manufacture and sale of plastic molded products

    100

    The Company lends working capital, etc.

    Concurrent officers: Yes

    Nifco Kitakanto Inc.

    Ashikaga-shi, Tochigi

    Millions of

    yen

    100.0

    Manufacture and sale of plastic molded products

    100

    The Company lends working capital, etc.

    Concurrent officers: Yes

    Simmons Co., Ltd.

    Minato-ku, Tokyo

    Millions of

    yen

    259.1

    Manufacture and sale of beds, import and sale of furniture

    99.9

    Concurrent officers: Yes

    Simmons Bedding & Furniture (HK) Limited (Note) 3

    Hong Kong

    Million HK

    dollars

    10.0

    Bedding & furniture

    100

    (100)

    Interlocking directorate: No

    Shanghai Simmons Bedding & Furniture Sales Limited (Note) 3

    Shanghai, China

    Million U.S.

    dollars

    0.4

    Sale of beds and furniture

    100

    (100)

    Concurrent officers: Yes

    Simmons Bedding & Furniture (Suzhou) Limited (Notes) 1, 3

    Jiangsu, China

    Million U.S.

    dollars

    25

    Manufacture and sale of beds

    100

    (100)

    Concurrent officers: Yes

    Simmons (Southeast Asia)Private Limited (Note) 3

    Beach Road, Singapore

    Million Singapore

    dollars

    0.3

    Sale of beds and furniture

    100

    (100)

    Interlocking directorate: No

    Simmons Bedding & Furniture (Taiwan) Ltd. (Note) 3

    Taipei, Taiwan

    Million Taiwan dollars

    1.0

    Sale of beds and furniture

    100

    (100)

    Concurrent officers: Yes

    11 other companies

    (Notes) 1. They fall under specified subsidiaries.

    1. None of the above consolidated subsidiaries has filed securities registration statements or securities reports.

    2. The figures in parentheses ( ) in the "Holding rate of voting rights" column indicate indirect holding rates included in the figures outside the parentheses.

    3. Net sales of Nifco America Corporation and Nifco Korea Inc. (excluding intercompany sales between consolidated companies) accounted for more than 10% of consolidated net sales.

    Nifco America Corporation

    Major profit/loss information

    (1)

    Net sales

    59,209

    Millions of yen

    (2)

    Ordinary profit

    4,191

    Millions of yen

    (3)

    Profit

    2,928

    Millions of yen

    (4)

    Net assets

    26,737

    Millions of yen

    (5)

    Total assets

    33,709

    Millions of yen

    Nifco Korea Inc.

    Major profit/loss information

    (1)

    Net sales

    56,804

    Millions of yen

    (2)

    Ordinary profit

    9,211

    Millions of yen

    (3)

    Profit

    7,428

    Millions of yen

    (4)

    Net assets

    46,193

    Millions of yen

    (5)

    Total assets

    53,700

    Millions of yen

  2. ‌Status of Employees

    1. Consolidated level

      As of March 31, 2025

      Segment name

      Number of employees (persons)

      Industrial plastic parts & components

      7,886

      (2,891)

      Bedding & furniture

      999

      (274)

      Corporate (common)

      156

      (-)

      Total

      9,041

      (3,165)

      (Notes) 1. The number of employees is the number of full-time employees (excluding those seconded from the Group to outside the Group, but including those seconded from outside the Group to the Group and regular part-time workers). The figures in parentheses ( ) indicate the annual average number of temporary employees (including part-time workers and temporary workers dispatched from staffing agencies, but excluding regular part-time workers), and this is excluded from the figures outside the parentheses.

      In addition to the above, there are 15 employees seconded to an associate and others.

      1. The number of employees described as corporate (common) refers to those belonging to the Administrative Division.

      2. The number of employees decreased by 1,252 from the end of the previous fiscal year, which is primarily due to the transfer of Nifco Germany GmbH, which had been our consolidated subsidiary, and its subsidiary Nifco KTW America Corporation.

    2. Non-consolidated level

      As of March 31, 2025

      Number of employees (persons)

      Average age (years)

      Average length of service (years)

      Average annual salary (yen)

      1,383 (347)

      41.7

      16.7

      7,095,341

      Segment name

      Number of employees (persons)

      Industrial plastic parts & components

      1,227 (347)

      Bedding & furniture

      - (-)

      Corporate (common)

      156 (-)

      Total

      1,383 (347)

      (Notes) 1. The number of employees is the number of full-time employees (excluding those seconded from the Company to outside the Company, but including those seconded from outside the Company to the Company and regular part-time workers). The figures in parentheses ( ) indicate the annual average number of temporary employees (including part-time workers and temporary workers dispatched from staffing agencies, but excluding regular part-time workers), and this is excluded from the figures outside the parentheses.

      In addition to the above, there are 15 employees seconded to an associate and others.

      1. Average annual salary includes bonuses and non-standard wages.

      2. The number of employees described as corporate (common) refers to those belonging to the Administrative Division.

    3. Status of labor unions Labor unions are not formed.

    4. Percentage of female workers in managerial positions, percentage of male workers taking childcare leave, and wage differences between male and female workers

      1. The Company

        Fiscal year ended March 31, 2025

        Supplementary explanation

        Percentage of female workers in managerial

        positions (%) (Notes) 1.

        Percentage of male workers taking childcare

        leave (%) (Notes) 2.

        Wage differences between male and female workers (%)

        (Notes) 3.

        All workers

        Regular workers

        Part-timers and fixed-term workers

        5.8

        54.8

        58.5

        61.4

        53.3

        (Notes) 4.

        (Notes) 1. The percentage of female workers in managerial positions (%) was calculated in accordance with the provisions of the "Act on the Promotion of Women's Active Engagement in Professional Life" (Act No. 64 of 2015).

        However, the definition of managerial positions used to calculate the Company standards includes professional positions at the managerial level. In addition, the figures have been changed to reflect actual results, excluding the

        quasi-management level, whose preparation for promotion to managerial roles has been finalized under the new personnel system implemented in April 2024.

        1. The percentage of male workers taking childcare leave (%) shows the percentage of male workers taking leave for childcare, etc., stipulated in Article 71-6, Paragraph 1 of the "Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members" (Ordinance of the Ministry of Labor No. 25 of 1991), based on the provisions of "Act on the Welfare of Workers Who Take Care of Children or Other Family Members Including Child Care and Family Care Leave" (Act No. 76 of 1991).

        2. The gender wage gap for workers was calculated in accordance with the provisions of the "Act on the Promotion of Women's Active Engagement in Professional Life" (Law No. 64 of 2015) (standards of the Ministry of Health, Labour and Welfare).

          While there is a disparity in wages per employee between genders influenced by factors such as the gender ratio among managers, it's important to note that there are no differences in treatment based on gender when it comes to systems such as personnel structure, compensation, evaluation, and human resource development.

        3. The standard for disparity in annual income is based on the standards provided by the Ministry of Health, Labour and Welfare, and full-time permanent support staff are included in regular workers.

        < Supplementary explanation on wage differences between men and women >

        The gender pay gap at Nifco Inc. stands at 58.5% among all workers and 61.4% among regular workers. These figures take into account full-time permanent support staff among regular workers and non-regular workers on re-employment contracts, who skew towards a higher proportion of men among fixed-term workers and part-timers. This distribution affects the overall figures, and to provide a clearer picture, we will present the gender pay gap below for the monthly basic salaries of regular employees in non-career track (non-management) positions. The company establishes wage levels for each job grade. As shown in the table below, the basic salary for the same grade is nearly equal for men and women.

        Non-career track

        Average Base Salary for Women/Average Base Salary for Men

        G05

        100.1%

        G04

        96.4%

        G03

        100.0%

        G02

        100.9%

        G01

        96.4%

        * There are five grades (G01 to G05) for general employees.

      2. Consolidated subsidiaries

Fiscal year ended March 31, 2025

Supplementary explanation

Name

Percentage of female workers in managerial

positions (%) (Notes) 1.

Percentage of male workers taking childcare leave (%)

(Notes) 2.

Wage differences between male and female workers (%)

(Notes) 3.

All workers

Of which, regular workers

Of which, part-timers and fixed-term workers

Nifco Yamagata Inc.

0.0

67.0

44.0

81.7

60.4

(Notes) 4.

Nifco Kumamoto Inc.

0.0

86.7

42.9

76.9

55.9

(Notes) 4.

Simmons Co., Ltd.

7.5

0.0

81.8

82.1

36.2

(Notes) 4.

(Notes) 1. The percentage of female workers in managerial positions (%) was calculated in accordance with the provisions of the "Act on the Promotion of Women's Active Engagement in Professional Life" (Act No. 64 of 2015).

  1. The percentage of male workers taking childcare leave (%) shows the percentage of male workers taking leave for childcare, etc., stipulated in Article 71-6, Paragraph 1 of the "Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members" (Ordinance of the Ministry of Labor No. 25 of 1991), based on the provisions of "Act on the Welfare of Workers Who Take Care of Children or Other Family Members Including Child Care and Family Care Leave" (Act No. 76 of 1991).

  2. The gender wage gap for workers was calculated in accordance with the provisions of the "Act on the Promotion of Women's Active Engagement in Professional Life" (Law No. 64 of 2015) (standards of the Ministry of Health, Labour and Welfare).

  3. The standard for disparity in annual income is based on the standards provided by the Ministry of Health, Labour and Welfare, and full-time permanent support staff are included in regular workers.

  1. ‌Business Overview

    1. ‌Management Policies, Management Environment and Issues to Be Addressed

      The Group's management policies, management environment and issues to be addressed are as follows.

      Forward-looking statements herein are based on the Group's judgments at the end of the fiscal year under review (as of March 31, 2025).

      1. The Company's basic management policy

        Our company has continued to grow based on the Nifco Spirit, which has been cultivated since its founding in 1967 and has a "challenge spirit" and "creativity" at its core. Based on this history, and with the determination to move forward to a further stage of growth, we have once again established our company's Purpose/Mission/Values as follows.

        Starting from the "My Purpose" that each employee has, by fulfilling our Mission through our company's Values and realizing our company's Purpose, we will grow sustainably while maintaining the uniqueness of Nifco and we aim to become a company that continues to be trusted by all stakeholders, including employees, customers, shareholders, investors, users, partner companies, and local communities.

        Overcoming Challenges Continuous Breakthroughs Open Communication Innovative Collaboration

        Generate excitement as a creative company

Sparking Innovation by fastening small insights with Technology for a better world



We consider it necessary to respond to the drastically changing social and economic environment flexibly and appropriately by strictly enforcing compliance and implementing appropriate risk management. At the same time, we believe it is important to thoroughly disseminate and practice basic management policies on a global scale.

Based on the above fundamental policy, the Company regards thorough corporate governance as a priority issue of management, and has been promoting enhancement of the group management.

    1. Objective indicators, etc. to judge the achievement status of management goals such as management strategies The Company has adopted a rolling medium-term management plan for its three-year plan since FY2021. This is to

      achieve targets by including the results of each fiscal year and changes in the surrounding environment as appropriate and presenting the most appropriate target values.

      The Company aims to maximize its social and corporate value by providing its customers with proposals to create a better society and solve their needs.

      FY2024 results

      FY2027

      Targets

      Changes from FY2024

      Net sales

      353.0 billion yen

      369.0 billion yen

      +4.5%

      Operating profit

      49.2 billion yen

      53.4 billion yen

      +8.5%

      Operating profit margin

      13.9%

      14.0% or higher

      +0.1%pts or higher

      Profit

      44.7 billion yen

      35.0 billion yen

      -21.7%

      ROE

      17.3%

      12 to 14%

      -5.3 to -3.3%pts

      ROIC

      18.8%

      18 to 20%

      -0.8 to +1.2%pts

      Operating cash flows

      (Three-year total)

      138.7 billion yen

      144.0 billion yen

      +3.8%

      Exchange rate assumptions

      1 dollar = 151.7 yen

      1 dollar = 145 yen

      (Note) Profit refers to profit attributable to owners of parent.

    2. Management environment

      The Group develops its business focusing on engineering plastic products, mainly industrial fasteners, and manufactures and sells products mainly related to automobiles and the living environment on a global basis. Engineering plastic products are lightweight, rustproof, easy to handle, and excellent in workability. It reduces the workload on production sites, especially in industries such as automotive, contributes to weight reduction and cost reduction, and enhances environmental performance, safety, and comfort. We also supply products in a wide range of fields, from interior and exterior to advanced driver assistance systems (ADAS) and electric vehicles (xEV).

      As the automobile industry is expected to undergo significant changes due to advances in technologies such as autonomous driving and the Internet of Things (IoT), the Group will respond flexibly to these changes with its technological and development capabilities.

    3. Business and financial issues to be preferentially addressed

      While the automobile industry, a major market for the Group, is expected to continue to grow on a global basis, various geopolitical changes and turmoil are occurring, and customer demands are becoming more diverse and complex.

      Therefore, in order for the Group to achieve further progress and growth, it is important to respond appropriately and promptly to these issues and needs and improve customer satisfaction on a global basis.

      In order to achieve this goal, we are focusing on constructing products that can accurately and promptly respond to the needs of each user and technologies related to the production process, promoting sustainability management through our business, developing human resources, revitalizing our organization, and securing the next generation of human resources through increased diversity and improved engagement, and building and utilizing information systems that ensure security and advance coordination of operations. At the same time, we are actively taking initiatives such as strengthening the predictive management of each of our global companies, establishing a system of cooperation among regional offices through the introduction of an overseas regional headquarters system, and promoting rapid decision-making in the field. In addition, the Company respects the intellectual property rights of other companies and conducts patent investigations, etc. from the development stage to ensure that its products do not infringe the intellectual property rights of other companies, thereby striving to avoid infringement of other companies' intellectual property rights and reducing the litigation risk related to intellectual property. During the fiscal year under review, there were no lawsuits filed by third parties concerning intellectual property rights.

  1. ‌Sustainability Concept and Initiatives

    1. Sustainability concept

      The Group is a company which has the Purpose of "Sparking Innovation by fastening small insights with Technology for a better world." It creates unique and high-value-added products based on the strengths of its "ability to propose solutions," "global expansion capabilities," and "quality responsiveness," viewing social challenges and customers' needs as opportunities. Providing value for stakeholders by anticipating and responding to environmental and social challenges leads to the mitigation and solution of social challenges and customers' problems. By turning this cycle, we will realize our Long-term Vision of "Nifco makes Ideas a Reality." Furthermore, our goal is to contribute to society through new business creation and the evolution of existing business, viewing social challenges as opportunities. Sustainability management of the Company is promoted through a structure in which financial and ESG strategies affect each other while our business strategies serve as the starting point. Those strategies that work together are implemented in an integrated manner through committees that manage risks and opportunities appropriately.

      Forward-looking statements herein are based on the Company's judgments as of the filing date.

      1. Governance regarding sustainability

        In fiscal 2024, the Group's sustainability initiatives for risks were mainly managed by the Risk Management Committee. The ESG Promotion Office collaborated with the organizations in charge of responses for climate change-related initiatives, while human capital-related initiatives were managed by the Diversity Promotion Project Office, Administration, and the Human Resources Department, Administration. The status of those initiatives was reported to the Board of Directors by Executive Officers of the organizations in charge of responses to share the progress and achievements related to sustainability at the meetings of the Board of Directors for its monitoring and supervision. Details of discussions by the Board of Directors were communicated directly or through the Management Committee to organizations in charge of responses and were reflected in their respective management plans and business operations. For details on the FY2024 Sustainability Committee meetings, please refer to "4. Status of Corporate Governance, etc., (1) Overview of corporate governance, etc., (ii) Outline of the corporate governance system and reasons for adopting the system, a. Basic explanation of the organizations within the company" in "IV. Status of the Company."

        Partly in the consideration that initiatives undertaken by the executive side and supervision by the Board of Directors were functioning well as described above, the Sustainability Committee, which had been in place as an advisory body to the Board of Directors, was transferred to the executive side in fiscal 2025. After the transition, the committee discusses opportunities related to sustainability in general, control key issues, manage initiatives, and make proposals based on the results to the Management Committee. With regard to risks, the Risk Management Committee conducts a comprehensive risk assessment and reports and makes proposals to the Management Committee on the status of initiatives by each

        organization in charge. Overall sustainability opportunities and risks discussed by the Management Committee are reflected in the management plans of the Company's business departments and Group companies through the Sustainability Committee and the Risk Management Committee.

        The members of the Sustainability Committee in fiscal 2025 are Inside Directors, full-time Audit & Supervisory Committee Members, Heads of Headquarters, Heads of Business Departments, Company Presidents, General Manager of Human Resources Department, General Manager of Legal Affairs Office, and General Manager of Information Systems & Technology Department. The Sustainability Committee is chaired by the General Manager of the ESG Promotion Office.

        New corporate governance system in fiscal 2025

        General Meeting of Shareholders

        Appointment/ Dismissal

        Accounting Audit by External Auditors

        Audit

        Appointment/Supervision/ Consent of Appointment & Appointment/ Dismissal Reappointment, Decision on Dismissal

        Appropriateness of Accounting

        Audits Audit & Supervisory

        Committee

        Report (2 Outside Directors included)

        Report

        Audit

        Board of Directors

        (5 Outside Directors included)

        Consultation

        Appointment/ Dismissal

        Appointment/

        Advice/ Proposal

        Nomination, Compensation, and Governance Committee

        Supervision/Dismissal

        Representative Director

        Instruction Report Instruction Report

        Instruction/ Supervision

        Sustainability Committee

        Report

        Discussion and Report of Important Matters

        Instruction

        Report

        Management Committee

        (Deliberations on important items, etc.)

        Risk Management Committee Instruction

        Instruction/ Discussion and Report Supervision of Important Matters

        Executive Officers

        Auditing Department

        Instruction/ Supervision

        Audit

        Each Business Departments & Group Company



      2. Managing risks and opportunities

        The Group's risks are managed by the Risk Management Committee with the aim of reducing risks. The Basic Regulations of Risk Management define the categories of risks to be addressed. Organizations in charge of responses analyze those risks, perform scoring for the frequency of their occurrence and the amount of impacts, and formulate countermeasures therefor. Based on those analyses, the Risk Management Committee conducts a comprehensive risk assessment to determine and manage countermeasures. Starting from fiscal 2025, progress on risk management is reported by the Risk Management Committee to the Management Committee, and countermeasures for risks are implemented and run by each organization in charge under the direction of the Risk Management Committee.

        The Group's sustainability-related opportunities are governed by the Sustainability Committee, starting in fiscal 2025. We identify opportunities for climate change, human capital and other sustainability issues in general, set targets and manage countermeasures. Progresses on opportunities management are reported by the Sustainability Committee to the Management Committee, and measures for opportunities are implemented and run by each organization in charge under the direction of the Sustainability Committee.

      3. Strategies, targets and initiatives for respective important issues [Materiality identification]

        The Group identified materiality (key issues) in 2020 to strengthen the foundation of its sustainability management. In identifying materiality, we first conducted a value chain analysis to summarize and understand the impacts the Group's business has on society and the environment. Based on the results of this analysis, we identified key themes, assessed environmental and social impacts, and analyzed risks and opportunities that affect our finances. Subsequently, they were reviewed by the organizations in charge of responses many times, the results of which were compiled by the ESG Promotion Office and approved by the Board of Directors, resulting in the determination of the following materiality. It aims to balance the implementation of our Medium-term Management Plan and the realization of our Long-term Vision and the purpose, with sustainable growth and the creation of social value.

        In fiscal 2025, we have a new system under which risks and opportunities related to these materiality issues are primarily handled through the Risk Management Committee and the Sustainability Committee, respectively, to get cascaded down to each organization in charge of responses, with the two committees monitoring the progress. The details of initiatives for each materiality issue are periodically reported to the Management Committee by the two committees. The Management Committee makes decisions on improvements and new initiatives, with instructions issued again to each organization and each Group company through the two committees. While implementing such cycle and reviewing materiality as needed, we will appropriately respond to risks and opportunities and achieve our medium to long-term goals.

        Nifco's materiality for fiscal 2024



        Materiality Issues Medium- and long-term goals Related SDGs

        Strengthening governance

        Manage with awareness of the corporate governance code

        G

        (Governance)

        E

        (Environment)

        S

        (Society)

        Strengthening sustainability management

        Ensuring information security

        Responding to climate change

        Zero waste (circular economy) initiatives

        Improving worker safety and job satisfaction

        Promotion of human resource development

        Prevention of human rights violations and promotion of equal opportunities

        Ensuring product safety and quality

        Compliance

        Ensuring information security

        Reduction of CO2 emissions in the entire business

        Research and development, manufacturing, and the sale of products that contribute to the reduction of CO2 emissions

        Zero waste (circular economy) initiatives

        Improvement of human resource system, employment conditions, etc.

        Promotion of occupational health and safety

        Promotion of human resource development

        Improve understanding of human rights and prevent violations

        Ensuring diversity and promoting equal opportunities

        Ensuring product safety and quality

        Ensuring compliance

        Maintenance and improvement of information security measures

        1. CO2 emissions reduction Process targets:

        2. Energy conservation promotion

        3. Introduction of renewable energy

        Product development to improve environmental performance

        Waste reduction

        Workstyle reform

        Promotion of occupational health and safety

        Promotion of human resource development

        Human rights-oriented management

        Respect for diversity

        1. Promotion of women's activities

        2. Promotion of global human resources

        3. Promotion of the activities of persons with disabilities

        4. Understanding and responding to LGBTQ people

        5. Promotion of mid-career employment

        Ensuring product safety and quality

        [Strengthening sustainability management]

        • Initiative for management with awareness of the Corporate Governance Code

          One of the strategies for "strengthening sustainability management" in pursuit of sustainable management is "management with awareness of the Corporate Governance Code (hereinafter, the "CG Code")". Any deficiency in the governance system for implementing sustainability management will lead to a delay in responding to emerging risks surrounding constantly changing companies and groups. In order also to minimize such risk, we review our management with the CG Code in mind twice a year, report to the Board of Directors, and update the Corporate Governance Report. The Company has implemented all principles of the CG Code as of the filing date.

        • Improving the effectiveness of the Board of Directors

          The Company evaluates the effectiveness of the Board of Directors once a year with the aim to improve its effectiveness. In fiscal 2024, we conducted a questionnaire survey on the effectiveness of the Board of Directors for the period up to February 2025, and analyzed and assessed the result. Overall, more than 80% of respondents indicated that the Company's governance system had been expanded compared with the previous year. Securing an appropriate size, composition and diversity, and conducting free and open discussions were highlighted as the strengths of Board of Directors of the Company, in particular. At the same time, we received opinions on deepening discussions on management strategies, growth strategies and sustainability from a long-term perspective, following up on matters resolved, strengthening relationships with stock markets, and strengthening the risk management system. We recognize them as future challenges. Based on the results, the Board of Directors had a meeting to discuss for improving its effectiveness and decided on future actions.

        • Development of next-generation director-level managers

          The Nomination, Compensation and Governance Committee, an advisory committee to the Board of Directors, met 8 times in fiscal 2024. In addition to discussions on the nomination and compensation of Directors and Executive Officers, the committee also actively engaged in the formulation of succession plans for director-level managers as well as the selection and development of the next-generation management officers, recognizing them as key issues. For human resource development for employees, please refer to "(3) Initiatives related to human capital."

        • Ensuring compliance

        We also work on "ensuring compliance" as another strategy. We provide compliance training on a periodic basis in order to prevent risks such as a loss in our corporate value, a decline in sales and the cost of measures to be incurred, and damage to our reputation in society as a result of misconduct due to non-compliance. In fiscal 2024, compliance training was provided at the Company and its domestic subsidiaries. We will provide similar training at overseas subsidiaries in the future.

        Realizing "Strengthening sustainability management" and clearly indicating the Group's efforts will contribute to the enhancement of corporate value and lead to the development of a solid partnership with business partners. To this end, we will strengthen sustainability management by maintaining a governance system that enables appropriate response to risks and opportunities and ensuring compliance.

        [Ensuring information security]

        Our strategy for realizing "Ensuring information security" is "Maintenance and improvement of information security measures." In the event of malfunctioning, etc., of information security systems due to a cyber-attack or malware infection, it may result in suspension of business operations, suspension of supply to customers, loss of trust from business partners, and compensation for damages to be paid. In order to prevent such risks, the Company and its domestic subsidiaries redeveloped a common security system and conducted targeted email attack drills and security incident drills with the aim to confirm the effectiveness of the action plans in the event of an incident. We also provide employees with information security education to raise their security awareness. Our overseas subsidiaries have also established security systems and provided information security education for employees. By continuing the development of and training on information security systems and enlightenment activities for employees, we make it possible to respond promptly in accordance with the action plan and respond smoothly to customers. Through those initiatives, we will continue to maintain strong defenses against external attacks and internal vulnerabilities, and ensure robust information security.

        [Ensuring product safety and quality]

        For the Group, "Ensuring product safety and quality" is an important issue and a strategy that must be realized. The occurrence of defective products not only results in a loss in the trust of customers and the loss of orders, but also weakens the brand image. Furthermore, if a product is found to contain prohibited substances, it is not limited to the collection and replacement of the product, but also leads to the risk including compensation for damages. In order to fully address those risks, in addition to developing expert personnel, we introduced a SOC management system and ensure product safety

        through thorough verification during the development process and change management. More detailed countermeasures implemented by respective responsible organizations go beyond this. In fiscal 2024, we rolled out this SOC management system horizontally, starting with our bases in China. We will develop it in other areas sequentially. We will make full use of those systems in the use of recycled materials, which we plan to expand in the near future, and conduct thorough verification from the development process. We also reviewed and enhanced recall insurance by product to prepare for possible risks.

        Providing highly reliable and superior products is an essential requirement for the Company, which aims to pursue a universal product strategy of the "environment," "safety" and "comfort," in order to establish long-term business relationships with customers and differentiate itself from competitors. We will continue to ensure the safety and high quality of our products to enhance corporate value.

        [Zero waste (circular economy) initiatives]

        The Company recognizes that it is essential to use limited resources effectively and minimize waste generation in order to realize a sustainable society. Based on this recognition, the Company has identified "Zero waste (circular economy) initiatives" as one of its materiality issues, and is striving to increase corporate value by responding to risks such as fluctuations in raw material prices, rising waste disposal costs, and tighter regulations, as well as fulfilling its responsibility as a company that provides environmental value. Major initiatives include reducing waste by improving manufacturing and quality processes, and converting waste to valuables by strengthening waste separation. At present, however, we do not disclose any clear indicators because of an issue in certification in utilizing recycled materials within the circular economy. Other than that, in fiscal 2024, we were selected for the "XtoCar Project," a project sponsored by J-FAR.* In fiscal 2025, we started working on an initiative that is a collaboration between manufacturing and other industries (the artery industry) and industries (the vein industry) that recycle and properly dispose of waste to establish a new recycling system to recycle waste plastic from sources other than automobiles into automobile parts. We aim to mass-produce products for automobiles that use recycled materials in the future. For fiscal 2025, we use the type of waste plastic that can be applied to automobiles as an indicator, targeting to select at least one type of waste plastic through research and analysis.

        * J-FAR: Japan Foundation for Advanced Auto Recycling

        Term

        69th

        70th

        71st

        72nd

        Fiscal years ended

        March 2021

        March 2022

        March 2023

        March 2024

        Total emissions (t)

        1,434.4

        1,265.4

        1,478.3

        1,295.5

        Weight of valuables (t)

        349.7

        487.9

        942.5

        1,020.6

        Total amount of waste (t)

        1,784.1

        1,753.3

        2,420.8

        2,316.1

        * The results for fiscal 2024 will be published on the Company's website "Sustainability" in the fall of fiscal 2025. https://www.nifco.com/en/csr/environment/

        Other initiatives related to climate change and human capital, which are important parts of our materiality, are described in (2) and subsequent sections along those strategies.

    2. Initiatives related to climate change

      The Group sets out "Responding to climate change" as one of its materiality issues and, as its secondary issues, "Reduction of CO2 emissions in the entire business" and "Research and development, manufacturing, and the sale of products that contribute to reduction of CO2 emissions." Accordingly, we have conducted a scenario analysis based on internationally recommended guidance. As a result, we recognize the importance of promoting initiatives to realize carbon neutrality as the Group's medium to long-term strategy to risks and opportunities related to climate change, and have declared "Carbon Neutrality by 2050," which represents our aim to realize carbon neutrality in 2050, with CO2 emissions of Scope 1 (emissions directly emitted by the Company itself) and Scope 2 (indirect emissions from energy sources such as electricity, heat, and steam purchased and used by the Company) as an indicator.

      1. Governance on climate change

        With regards to governance on climate change, the ESG Promotion Office, serving as the secretariat, coordinates with organizations in charge to conduct scenario analysis, identify risks and opportunities, and discuss initiatives to realize carbon neutrality. With the ESG Promotion Office serving as the secretariat and in accordance with the Act on Rationalization of Energy Use and Shift to Non-fossil Energy and the Act on Promotion of Global Warming Countermeasures, the Environmental Promotion Committee, as an organization to ensure compliance with laws and

        regulations, meets once every six months to manage progress according to the plan. In fiscal 2024, the ESG Promotion Office reported to the Board of Directors on those environment-related activities, including CO2 reduction.

        Starting from fiscal 2025, the Sustainability Committee discusses risks and opportunities related to climate change, manage initiatives, and make proposals based on the results to the Management Committee. Proposals related to climate change discussed by the Management Committee are reflected in the management plans of the Company's business departments and Group companies through the Sustainability Committee.

      2. Strategy for achieving carbon neutrality

        We have conducted an analytical assessment of the business risks and opportunities arising from climate change against projecting changes in the environment from 2021, to 2040 using a scenario analysis approach based on internationally recommended guidelines. As a result, we recognize promoting initiatives to realize carbon neutrality as a key issue, as the Group's medium to long-term strategy to risks related to climate change, and have declared "Carbon Neutrality by 2050," which represents our aim to realize carbon neutrality in 2050, with Scope 1 and Scope 2 CO2 emissions as an indicator. An overview of scenario analysis is provided below.

        Scenario analysis overview

        Scope of

        coverage

        Group consolidated companies (excluding the Bedding & furniture business)

        Time line

        Present - 2040

        Scenario development

        Reference information

        Reference information

        *1 IEA

        The International Energy Agency (IEA) was established in November 1974 after the first oil crisis. It operates within the framework of the Organization for Economic Cooperation and Development (OECD) for the purpose of achieving energy security centered on oil. Currently, it is working on climate change analysis, energy efficiency and conservation policies, and clean energy promotion policies with the aim of achieving a sustainable energy supply.

        *2 IPCC

        The Intergovernmental Panel on Climate Change (IPCC) is an intergovernmental organization that was established by the World Meteorological Organization (WMO) and the United Nations Environment Programme (UNEP) in August 1988 to provide a scientific basis for governments' climate change policies. It publishes reports summarizing the latest scientific findings on climate

        change.

        1. Scenario in which an increase in average global temperature is kept within 1.5°C of pre-industrial levels (the 1.5°C scenario)

          • IEA *1WEO2021 NZE and SDS scenarios

          • IPCC *2Sixth Assessment Report, Working Group I Report SSP1-1.9,2.6

          • Other

        2. Scenario in which average global temperature rises by about 4°C above pre-industrial levels (the 4°C scenario)

          • IEA WEO2021 STEPS scenario

          • From IPCC Sixth Assessment Report, Working Group I Report SSP2-4.5, SSP3-7.9, SSP5-8.5

          • A-PLAT S8 Climate RCP8.5

          • Other

        [Assumed changes in the business environment related to climate change]

        1. Assumed changes in the business environment in the 1.5°C scenario (mitigation against climate change)

          The 1.5°C scenario assumes that, in around 2040, average temperatures may rise about 1°C above the current level, typhoons and cyclones may intensify, and floods may occur about twice as frequently. It is assumed that government investment will increase in response to the intensifying wind and flood damage and companies will be forced to meet more stringent standards for reducing CO2 emissions. There is a possibility that the use of internal combustion engines may decline and there is a shift to electric vehicles, as well as the entry of new companies into the automotive industry, as the global response to climate change progresses. In that case, customers are likely to place fewer orders for products for internal combustion engines that use fossil resources and more orders for parts required for vehicles that use electricity as well as for products designed and manufactured on the premise of reducing environmental impacts. In addition, there is a possibility that the growing environmental awareness of automobile end-users may lead to a shift from car ownership to car sharing, which will contribute to lower global automobile production.

          There is a possibility that, in procurement and manufacturing, the introduction of a carbon tax may increase the procurement price of raw materials, and manufacturers may increasingly switch to raw materials such as recycled plastic and biomass plastic in response to customer demand. The possibility of damage to supply chains and manufacturing facilities due to severe wind and flood damage may increase, resulting in irregular responses and shutdowns.

        2. Changes in the business environment expected under the 4°C scenario (adaptation to climate change)

          The 4°C scenario assumes that, in around 2040, average temperatures may rise about 2°C above the current level, typhoons and cyclones may intensify, and floods may occur about four times more frequently. It is believed there is a possibility that government measures may be strengthened in response to increasingly severe wind and flood damage and that the number of people suffering from heat stroke may double due to rising temperatures, in addition to increasing numbers of mosquito-borne and other infectious diseases.

          There is a possibility that fossil fuel prices and energy rates will rise and that the frequency of damage to supply chains and manufacturing facilities due to severe wind and flood damage may increase, resulting in an increasing number of irregular responses and shutdowns.

          Based on the scenario analysis as above, estimated market risks, market/technology risks and acute risks as well as market/product/service opportunities that may have impacts on the Group's operations were identified. As a strategy to realize carbon neutrality, initiatives corresponding to those risks and opportunities are implemented in a variety of ways in the ordinary course of business by respective organizations that are in charge of responses. Of those, information on important ones are provided in "(iv) Initiatives, indicators and targets for risks and opportunities" below.

      3. Managing risks and opportunities related to climate change

        ESG Promotion Office collaborated with organizations in charge, serving as the secretariat, to identify business risks and opportunities that may arise from changes in the environment under the 1.5°C and 4°C scenarios and examine their estimated degree of financial impact. As a result, estimated market risks, market/technology risks and acute risks that may have impacts on the Group's operations were identified. Meanwhile, under the direction of the Risk Management Committee, which is responsible for managing the Group's risk of losses, other organizations also perform scoring of the frequency of climate change-related risks' occurring and the amount of their impacts, as well as analysis and review on the formulation of countermeasures. The Risk Management Committee comprehensively evaluates and manages risks related to climate change that are reported by the organizations in charge.

        At the same time, opportunities for climate change are also identified through scenario analysis, with the ESG Promotion Office collaborating with the organizations in charge, serving as the secretariat, to identify opportunities for markets, products and services, and the organizations in charge of responses taking action. Starting from fiscal 2025, the Sustainability Committee identifies sustainability opportunities, manages initiatives, and makes proposals based on the results to the Management Committee. Sustainability opportunities discussed by the Management Committee are reflected in the management plans of the Company's business departments and Group companies through the Sustainability Committee.

      4. Initiatives, indicators and targets for risks and opportunities for climate change

        1. Important initiatives, indicators and targets for risks and opportunities related to climate change

          For the business risks and opportunities arising from climate change against projecting changes in the environment from 2021 to 2040, using a scenario analysis approach based on internationally recommended guidelines, we have narrowed down and reviewed risk items for climate change that have a large degree of impact from both financial and non-financial aspects. For market risks, over the medium to long-term, there is a possibility that as electric vehicles become more widespread, functional parts that are unique to gasoline-powered vehicles, such as parts for conventional engines and oil supply ports, may gradually decrease, and there is a possibility that as more and more companies from other industries enter the automotive industry, mega-suppliers that used to supply other industries may become new competitors. In terms of market risks / technology risks, there is a possibility that the Group's business with existing and emerging automakers decreases due to the emergence of alternative products with lower CO2 emissions. As for acute risks, there is a possibility that the likelihood of supply chain disruptions due to severe weather events, such as storms, snow, and freezing temperatures, has increased. This could increase the cost of purchases of expensive materials and transportation to avoid supply risks to customers caused by shortages of materials. On the other hand, as opportunities in markets / products / services, we consider there is a possibility that CO2 emission reductions may lead to a rapid expansion of lighter vehicles, non-ICE vehicles, and opportunities for renewable energy use, which could increase demand for specific functional components, such as motors, batteries (including all-solid-state batteries), and braking systems. Major initiatives for those risks and opportunities are implemented in a variety of ways in the ordinary course of business by respective organizations that are in charge of responses. Products developed that were announced in 2024 include biodegradable plastic brush clips that emit less CO2 during production process than brush clips made from other materials, and after use they are decomposed into water and carbon dioxide, returning to nature. All indicators for those transition and physical risks, as well as opportunities associated with climate change, have been set internally and are being implemented. Given their importance to our business strategies, they are currently kept undisclosed. In the future, we will carefully consider the possibility of disclosing such information.

          Other important initiatives in fiscal 2024 include the promotion of the use of non-fossil resource materials, recycled

          plastic materials, and materials using natural resources (biomass) to address the market risk that a failure to respond in a timely and appropriate manner to market regulations and customer demands for the use of recycled raw materials could result in a decrease in sales and an increase in procurement costs, and the development of product shapes and manufacturing methods that meet the specifications of products using recycled materials (including biomass plastics). Those important initiatives are also linked to materiality of "Zero waste (circular economy)." In fiscal 2024, under the name of "XtoCar Project," we launched an initiative that is a collaboration between manufacturing and other industries (the artery industry) and industries (the vein industry) that recycle and properly dispose of waste to establish a new recycling system to recycle waste plastic from non-automobiles into automotive parts. We aim to mass-produce products for automobiles that use recycled materials in the future. For fiscal 2025, we use the type of waste plastic that can be applied to automobiles as an indicator, targeting to select at least one type of waste plastic through research and analysis.

        2. Indicator and targets for realizing "Carbon Neutrality by 2050"

          The Company has declared "Carbon Neutrality by 2050" as its medium to long-term strategy to combat climate change. As general guidelines for reducing CO2 emissions, we are working to achieve a 33% reduction from the 2020 level for the Company and the Group companies in Japan by 2030 and realize carbon neutrality by 2050 for Scope 1 and Scope 2. It is planned to start on-site PPA and off-site self-transportation in fiscal 2025 at the Nagoya Plant, with the aim of increasing the ratio of renewable energy year by year and making it a model plant for achieving carbon neutrality at an earlier date. In addition, it is planned to reflect subordinate indicators and targets in the next medium-term management plan for fiscal 2027.

          The latest CO2 emissions for the Company and the Group companies in Japan which have been aggregated are as follows. CO2 emissions have been aggregated using the GHG protocol which has become a global standard method of calculation. Although we continued to promote energy conservation activities, Scope 1 and Scope 2 increased slightly as a result that an increase in energy consumption associated with an increase in production volume exceeded a reduction due to energy conservation, etc., in fiscal 2023. That said, as mentioned above, we aim to implement measures to increase the ratio of renewable energy as much as possible, starting with the Nagoya Plant. In addition, Scope 3 that is calculated based on the amount of orders, increased due to fluctuations in exchange rates and soaring materials and transportation costs. Figures for fiscal 2024 will be published on the Company's website "Sustainability" in the fall of fiscal 2025.

          https://www.nifco.com/en/csr/environment/

          (tons)

          FY2027

          Scope 1 and Scope 2 (Domestic Non- consolidated)



          Scope 1 and Scope 2 (the Company)

          (tons)

          FY2027

          Scope 3 (Domestic Non-consolidated)



          Scope 3 (the Company)

          We currently disclose CO2 emissions for the Company and the Group companies in Japan only for Scope 1 and Scope

          2. The understanding and disclosure of this information lead to the formulation of action guidelines to maintain competitive advantages by identifying areas and processes that have a significant impact on the Company and within the Group companies in Japan and taking measures in advance to address rising business costs due to tighter regulations on CO2 emissions and the introduction of a carbon tax, as well as rising expectations from customers and business partners for decarbonization, and by concretely identifying the need for the introduction of renewable energy, efficient capital investment, and the development of new technologies. It will strengthen the foundation for sustainable growth and, even within a limited scope of Japan, proactive data disclosure will serve as a means of gaining the trust of customers and investors who place importance on consideration to the environment and help to expand business opportunities. We believe it will therefore contribute to the future expansion of the Company on a consolidated basis. At present, data from overseas sites are collected using Excel spreadsheets. We have not yet gone as far as official disclosure from the viewpoint of data accuracy; however, we plan to disclose this as reference values for Scope 1 and Scope 2, starting from fiscal 2025. In the future, we will consider introducing a system with a view to improving data accuracy on a global basis and establishing a management system that can withstand third-party assurance.

          In addition, with regard to the calculation of Scope 3 (greenhouse gas emissions in the entire supply chain), it is difficult at present to capture and calculate in a uniform manner due to differences in data retention and management methods across the entire supply chain. For this reason, we disclose CO2 emissions only for the Company and the Group companies in Japan. In the future, we will strengthen coordination with important affiliated companies and consider the preparation and disclosure of Scope 3 data in stages.

          While risks and opportunities for climate change have different degrees of potential impact, the Company will continue to appropriately implement initiatives through those measures for governance and management of risks and opportunities in order to maximize corporate value.

    3. Initiatives related to human capital

      1. Strategy related to human capital

        We consider human capital an important management resource to realize the Nifco Group's Purpose and Mid-Term Management Plan and, based on our long-term vision of the Company's Mid-Term Management Plan "NIFCO GLOCAL STRATEGY," we set the creation of human resources who "make Ideas a Reality" as the goal of the human resource strategy of the Company and its group companies.

        It is necessary to "create a workplace with high engagement in which a diverse range of human resources can maximize their abilities" in order to create human resources who "make Ideas a Reality." Therefore, with three important pillars of "human resources development," "diversity," and "employee engagement" based on the foundations of the organization and human resources in which the Group's philosophy is instilled, we implement action plans in each of these areas.

        The foundation of our human resources is built on our philosophy, which encompasses Purpose, Mission, and Values. The starting point of the Company's philosophy framework is "My Purpose" held by each employee individually, that is, the overlap between his or her own values and view of life and the Company's Purpose (purpose of existence). Believing that establishing this helps employees to be conscious of the connection between individual employees and the company (Purpose-facilitated activities), independently identify a career that makes the most of their own view of life and values, and learn and grow proactively and independently while increasing engagement, we have been holding workshops for employees to develop My Purpose throughout the company since fiscal 2024.

        Our Philosophy Framework

        Overcoming Challenges Continuous Breakthroughs Open Communication Innovative Collaboration

        Generate excitement as a creative company

Sparking Innovation by fastening small insights with Technology for a better world

Something important in my life



"Human resource development" is one of the most important issues (materiality) underpinning the Group's sustainable growth, and we regard it as the source of our competitiveness. The Group clearly sets out the requirements and action guidelines for human resources able to excel at a global level as the grade definition and action guidelines for each grade, together with the keywords "challenge," "innovation," "communication," and "collaboration," in accordance with the Company's Values. To develop such human resources, we have established and operate an employee training system that is organized into four categories: by level, self-development, selection-based training, and company-wide. Also, in order to encourage employees to proactively develop their own careers, we have established a system that facilitates self-development through a qualification acquisition incentive program and a subsidy program for external e-learning course fees. In addition to in-house training, we also offer opportunities for cross-border experience, such as the Overseas Trainee Program, Cross-border Program and Parallel Work Program. Moreover, in developing the next-generation management officers, we select and train candidates in light of consistency with succession plans for General Manager-level managers formulated on a periodic basis.

We believe that, in order to further enhance Nifco's global competitiveness, it is one of the important management strategies to realize creative collaboration by fastening small insights generated by individuals with different attributes and values through the assignment of diverse human resources in the right positions, with innovation and the development of new products and technologies, which are Nifco's strengths. Accordingly, we are committed to securing and promoting diversity of human resources. Specifically, we conduct various training programs with the aim to "create a comfortable and psychologically safe work environment," have a dedicated unit for the promotion of diversity to plan and implement various measures to create a comfortable workplace environment for employees of all attributes, and assign human resources with diverse experience and skills to the right positions in each organization through internal transfers through self-assessment and internal recruitment. At the same time, we conduct company-wide human rights training based on the Nifco Group Charter of Corporate Behavior and the Nifco Group Human Rights Policy to reduce human rights risks that hinder the activities of diverse human resources.

We consider "employee engagement" an important factor in increasing the retention rate of human resources and maximizing productivity and added value. First, with the aforementioned Purpose-facilitated activities, we strengthen the

connection between individual employees and the Company, and in order to create a work environment in which each employee can work energetically, we review our personnel system and working styles as needed. We introduced the "Nifco-style Job-Based Personnel System" (for the Company) to review grade, evaluation and compensation systems with the aim to strengthen market competitiveness in fiscal 2024. In addition, with regard to working styles, we are promoting the creation of workplaces that can contribute to the sustainable development of our business while maintaining high levels of engagement by expanding working style options and enhancing our leave system, such as the expansion of flextime and leave systems that enable you to be released from time management and offer a larger degree of freedom as well as the introduction of a telework system that allows you to choose where to work. In addition, the effectiveness of those various measures to improve employee engagement is checked periodically in the Global Employee Engagement Survey conducted every other year.

  1. Governance on human capital

    A dedicated unit (Diversity Promotion Project Office, Administration) and Human Resources Department, Administration serve as an organization in charge of initiatives related to diversity and other human capital-related initiatives such as human resource development and engagement, respectively, to formulate and implement action plans. Action plans are developed and operated based on the recognition of opportunities in each field. Important matters related to human capital are reported to and discussed at the "HR Meeting," which is held periodically and attended by all Executive Officers including President and Heads of Business Headquarters. In addition, risks in human capital are managed as part of company-wide risk management by the Risk Management Committee, which consists of Directors who are Audit and Supervisory Committee Members and all Heads of Headquarters. As a complementary mechanism, an internal reporting system has been in place to receive direct reports from employees and external parties at internal (Directors who are Audit and Supervisory Committee Members) and external (corporate counsel) contact points. Those initiatives related to human capital by the executive side are periodically reported to and discussed by the Board of Directors.

    Succession plans for Director-level managers and the development of the next generation are managed by the Nomination, Compensation and Governance Committee, which is an advisory committee of the Board of Directors, establishing a system in which the committee is actively involved in the selection and development of the next-generation management officers.

  2. Managing risks and opportunities related to human capital

    With regards to risks related to human capital, for risks related to human resources included in the list of risks that is controlled and comprehensively assessed by the Risk Management Committee, which centrally manages company-wide risks, Administration compiles and reports to the committee the causes of occurrence, assumed events, scoring of the degree of impact and frequency of occurrence, medium- and long-term countermeasures formulated, and action plans in the event of an emergency. Countermeasures and improvement measures for each measure discussed by the Risk Management Committee and the Management Committee, which has jurisdiction over the former, are reflected in action plans of organizations in charge in Administration and are operated based on them. Meanwhile, opportunities in human capital are identified and reviewed at the beginning of each fiscal year by organizations in charge of Administration, based on which annual action plans are formulated and implemented.

    Starting from fiscal 2025, this information will be reported to the Sustainability Committee, which will manage opportunities for the entire company.

  3. Initiatives, indicators and targets related to human capital

    1. Initiatives aimed at reducing the risk of human rights violations

      In order to utilize diverse human resources, it is important to first develop a workplace that is free from the risk of human rights violations. Nifco Group formulated the Nifco Group Human Rights Policy in 2021 to adhere to relevant laws and regulations, comply strictly with the letter and spirit of international rules, and act in accordance with common-sense societal norms. In fiscal 2024, we conducted human rights training and surveys throughout the company in Japan, thereby visualizing human rights risks within the company, with the aim to further promote our initiatives for respect for human rights and eliminate the risk of human rights violations existing within the Company. Going forward, we will formulate and implement measures to reduce the risks visualized and promote similar activities globally to develop a workplace where all employees can work with enthusiasm.

    2. Initiatives for human resource development

      Based on the recognition that a top priority issue is to get a diverse range of human resources to maximize their abilities and to "create human resources who "make Ideas a Reality," in order to develop global human resources who meet the requirements and action guidelines, which are clearly set out with the keywords "challenge," "innovation," "communication," and "collaboration," the Company establishes an employee training system chart at the beginning of each fiscal year that is organized into four categories: by level, self-development, selection-based training, and

      company-wide, and conducts and operates each training in accordance with the training system chart throughout the year. Based on the idea that working experience overseas or outside the company will broaden the scope of and raise perspectives, we also offer opportunities for cross-border experience, such as the Overseas Trainee Program, Cross-border Program and Parallel Work Program. Under the Overseas Trainee Program, we send and receive trainees from Japan to overseas and from overseas to Japan every year. In addition, for the development of the next-generation management officers, we make use of external resources to train members at the levels of General Manager and Manager as well as prospective managers who are selected based on succession plans for managers, with the aim of broadening the scope of and raising their perspectives. As one of the indicators for human resource development, the Company manages the amount of investment in human resource development. In addition, similar human resource development programs are formulated and operated at respective subsidiaries and sites according to their individual needs, and the status of those programs is shared at the Global HR Conference and other forums.

      Job level

      By level

      Carrier

      Self-development

      Language study Selection-based training Required e-Learning

      Training for new G05

      Logical thinking & Communication Training



      LGBTQ training e-Learning (new graduates and mid-career)

      Harassment Prevention Course (new graduates and mid-career)

      Diversity & Inclusion e-Learning (new graduates and mid-career)

      Global Management Development Training

      Pre-assignment Training (Crisis Management Seminar and Cross-cultural Understanding)

      Training for Members of the Harassment Consultation Desk (held every other year)

      Japanese Language Training

      Online English Conversation

      English e-Learning

      e-Learning (Business Skills)

      Anger Management Training

      Coaching

      Intermediate Accounting Training

      Beginner-level training in accounting

      Proactive Problem Solving

      Cross-border Program, Parallel work Program

      Pro bono

      [Required] Career design training (50s), Life plan seminar

      [Optional] Career design training (40s)

      [Optional] Career design training (30s)

      Management training for senior subordinates

      Management Training for Newly Appointed Managers (D&I harassment prevention training)

      Unconscious Bias Training

      Evaluator training (group / e-Learning)

      Mid-career training

      Prospective managers

      Management

      Training system chart for fiscal 2024

      Human resource

      development indicator

      Fiscal 2023 result The Company

      Fiscal 2024 result The Company

      Global

      Amount of investment in human resource

      development

      109 million yen

      134 million yen

      We will work to manage the indicator on a global basis.

      Overseas Trainee

      OJT Trainer Training

      Resilience Training

      Anger Management Training

      Facilitation Training

      Evaluator Training e-Learning

      New employee training

      General staff

      The Group does not disclose its human resource development targets because they are determined based on various needs rather than on the amount of investment in human resource development.

    3. Initiatives aimed at ensuring diversity of personnel

As a secondary issue of materiality, in order to secure human resources with diverse attributes and values and to create a comfortable working environment for employees of all attributes, the Company has a dedicated unit for the promotion of diversity to plan and implement various diversity promotion plans and implements various measures every year, in addition to conducting a variety of diversity and inclusion training programs, with the aim to "create a comfortable and psychologically safe work environment." In fiscal 2024, in addition to Unconscious Bias Training held for all managers, we invited external experts to hold "Balancing Work and Nursing Care Seminar." Assigning diverse human resources to the right positions and promoting opportunities for them to play an active role leads to the creation of new ideas and creative collaboration by human resources with diverse perspectives and experience.

As indicators for the diversity of the Company's personnel, we monitor the ratios of female, non-Japanese, and mid-career employees. Figures as of the end of March 2025 are as follows.

Status of diversity As of 3/31/2025

The Company

Global

Number of

persons

Percentage

Number of

persons

Percentage

Female

Director

-

-

2

25.0%

Managers

14

5.8%

233

21.8%

Full-time employees

222

16.4%

3,809

41.8%

Non-Japanese

Director

-

-

0

0.0%

Managers

11

4.6%

-

Full-time employees

56

4.1%

Mid-career hire

Directors (inside)

-

-

0

0.0%

Managers

77

32.0%

-

Full-time employees

519

38.3%