Pharma Foods International Co., Ltd.TSE: 2929

June 16, 2025 Investor Notice Regarding Construction of a New Plant by Our Consolidated Subsidiary and Execution of a Loan Agreement with Financial Covenants

· Issued by Pharma Foods International Co., Ltd.

June 16, 2025

Company name:

Pharma Foods International Co., Ltd.

Representative:

Mujo Kim, President

(Securities code: 2929; Prime Market)

Inquiries:

Toshihiro Kawanaka, General Manager of

Corporate Planning

(Telephone:+81-75-394-8600)

Notice Regarding Construction of a New Plant by Our Consolidated Subsidiary and Execution of a Loan Agreement with Financial Covenants

Pharma Foods International Co., Ltd. (the “Company”) hereby announces that, at the Board of Directors meeting held on June 16, 2025, it resolved to approve the construction of a new manufacturing facility by its consolidated subsidiary, Meiji Yakuhin Co., Ltd. (“Meiji Yakuhin”), as well as the borrowing of funds to finance the construction.

  1. Overview of the counterparty

    (1)

    Name

    Meiji Yakuhin Co., Ltd.

    (2)

    Location

    6 Sango, Toyama City, Toyama Prefecture, Japan

    (3)

    Job title and name of representative

    President, Kazuyuki Masuda

    (4)

    Description of business

    Manufacture and sale, as well as import and export, of pharmaceuticals, quasi-drugs, medical devices, food products (health foods), and

    cosmetics

    (5)

    Share capital

    JPY 98 million

    (6)

    Incorporation

    April 26th, 1948

    (7)

    Shareholder

    Pharma Foods International Co., Ltd. 100%

  2. Construction of New Plant

    1. Purpose and background of the construction

      Pharma Foods International Co., Ltd. Group is committed to becoming a "leading healthcare company" through its Medium-Term Management Plan 2026, titled the "New Value Creation 1K Project." Since the Company fully acquired Meiji Yakuhin as a wholly owned subsidiary in August 2021, Meiji Yakuhin has been striving to evolve from a contract manufacturer of pharmaceuticals to a pharmaceutical manufacturer.

      Leveraging the quality and history cultivated through its pharmaceutical manufacturing, and as a result of synergies with our research and sales resources, Meiji Yakuhin's net sales have grown 2.7 times over three years—from JPY 5,335 million for the fiscal year ended May 2021 to JPY 14,151 million for the fiscal year ending July 2024.

      Meiji Yakuhin’s financial performance over the past three years (Million JPY)

      Fiscal Period

      July, 2022

      July, 2023

      July, 2024

      Net Sales

      8,923

      14,108

      14,151

      Ordinary Profit

      △3,313

      1,154

      531

      Net Profit

      △3,355

      1,309

      153

      In particular, the development and sales of Meiji Yakuhin’s own brand products have significantly contributed to the growth. The acquisition of new customers for products such as “LACTRON Tablets,” “TENRAI SEIRYU Tablets,” and “ShiboraNight 2” has been progressing favorably, resulting in the number of regular customers increasing 2.9 times as of the end of April 2025 compared to the end of the previous fiscal year.

      The Company Group, aiming for further growth, has initiated a bold investment plan totaling approximately JPY 30 billion over the five-year period starting from the fiscal year ending July 2024.

      Meiji Yakuhin aims to enhance its production capacity for pharmaceuticals, quasi-drugs, and other products to address common healthcare needs such as gut health, digestion, and urinary concerns through the construction of a new plant with an investment of JPY 12.5 billion. This investment is intended to drive the expansion of its own-brand product sales as well as its pharmaceutical contract manufacturing business. By the fiscal year ending July 2030, Meiji Yakuhin targets net sales of approximately JPY 23 billion.

      The Board of Directors of the Company has determined that this plant construction represents a highly significant investment toward realizing the Group’s vision of becoming a “leading healthcare company,” and has therefore approved its implementation.

    2. Details of the new plant

      (1)

      Location

      60-5 Kanaoshin, Mizuhashi, Toyama City, Toyama Prefecture, Japan

      (2)

      Building

      Total floor area: 13,109 m²; Structure: Steel frame, 3 stories above ground

      (3)

      Total investment amount

      The planned investment amount for the building, machinery and

      equipment, and associated costs is approximately JPY 12.5 billion.

      (4)

      Funding

      To be funded through borrowings

      (5)

      Overview of Plant and Equipment

      Installation of new formulation, packaging, and liquid filling lines

    3. Timeline

    (1)

    Date of resolution at the meeting of the Board of Directors

    June 16th, 2025

    (2)

    Scheduled start of construction

    July, 2025

    (3)

    Scheduled start of operations

    July, 2028

  3. Borrowing of Funds

    1. Reason for the Borrowing

      The purpose of this borrowing is to finance the construction of the new plant. A loan agreement with financial covenants will be planned to execute for this purpose.

    2. Overview of the loan agreement with financial covenants

      (1) Date of contract conclusion

      Late July or early August, 2025

      (2) Counterparty attributes

      A syndicated loan arranged by The Kyoto Bank, Ltd.

      (3) Principal amount of debt

      A maximum amount of JPY 12.5 billion

      (4) Scheduled final repayment deadline

      October, 2038

      (5) Details of collateral

      Land and buildings (including the new plant) owned by Meiji Yakuhin

      (6) Guarantee

      Corporate guarantor – Pharma Foods International Co., Ltd.

    3. Planned Contents of Financial Covenants

    ① From the fiscal year ending July 2025 onward, the total amount of net assets recorded in the consolidated balance sheet in the reports at the end of each fiscal year shall be maintained at no less than 75% of the total

    amount of net assets recorded in the consolidated balance sheet at the end of the immediately preceding fiscal year.

    ② From the fiscal year ending July 2025 onward, Meiji Yakuhin’s standalone ordinary profit/loss, as stated in the income statement of the reports at the end of each fiscal year, shall not be negative for two consecutive fiscal years.

    ③ From the fiscal year ending July 2025 onward, the consolidated ordinary profit/loss, as stated in the income statement of the reports at the end of each fiscal year, shall not be negative for two consecutive fiscal years.

  4. Future Outlook

The implementation of the new plant construction and the financing is expected to have a minor impact on the financial results of the Company for the fiscal year ending July 2025 and July 2026. Should any matters arise that have a significant impact on the performance and require disclosure, the Company will promptly disclose such information.

Projected illustration of the new Meiji Yakuhin plant

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.

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