Nagase : Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

May 8, 2024

These financial statements have been prepared for reference only in accordance with accounting principles and practices generally accepted in Japan.

NAGASE & CO., LTD.	Stock exchange listing: Tokyo (Prime Market)
Code number:	8012	URL (https://www.nagase.co.jp/english/)
Representative:	Hiroyuki Ueshima, Representative Director and President
Contact:	Kazuhiro Hanba, Executive Officer, General Manager, Corporate Management Department
TEL:	[phone]

Annual general meeting of stockholders: June 21, 2024

Start of distribution of dividends (scheduled): June 24, 2024

Securities report filing (scheduled): June 24, 2024

Supplementary documents: Yes

Investors' meeting: Yes

(Note: Amounts have been rounded down to the nearest million yen.)

1. Consolidated Results for the Fiscal Year Ended March 31, 2024 (April 1, 2023 to March 31, 2024)

(1) Consolidated Operating Results									(% = year-on-year change)
		Net sales		Gross profit		Operating income	Ordinary income	Profit attributable to
				owners of the parent
		Millions of yen		%	Millions of yen		%	Millions of yen		%	Millions of yen	%	Millions of yen		%
	FYE March 2024	900,149		-1.4	164,719		6.0	30,618		-8.2	30,591	-6.0	22,402		-5.2
	FYE March 2023	912,896		17.0	155,410		11.4	33,371		-5.4	32,528	-10.9	23,625		-8.9
(Note) Comprehensive income	FYE March 2024: ¥46,335 million (22.0%)

FYE March 2023: ¥37,994 million (32.8%)

	Earnings per share	Earnings per share	Return on equity	Ordinary income/	Operating
	(diluted)	total assets	income/net sales
		Yen		Yen	%	%	%
FYE March 2024		194.96		−	5.9	3.9	3.4
FYE March 2023		199.54		−	6.6	4.3	3.7
(Reference)Equity in earnings of affiliates	FYE March 2024:	¥568 million
		FYE March 2023:	¥318 million

(2) Consolidated Financial Position

		Total assets		Net assets	Shareholders'	Net assets per share
			equity ratio
		Millions of yen		Millions of yen	%	Yen
	FYE March 2024	792,336		401,315	49.7	3,463.84
	FYE March 2023	762,688		378,388	48.2	3,139.26
(Reference) Equity capital	FYE March 2024:	¥394,064 million
		FYE March 2023:	¥367,675 million

(3) Consolidated Cash Flows

	Cash flows from operating	Cash flows from investing	Cash flows from financing	Cash and cash equivalents,
	activities	activities	activities	end of the year
	Millions of yen	Millions of yen	Millions of yen	Millions of yen
FYE March 2024	72,959	(11,627)	(48,046)	59,185
FYE March 2023	9,414	(8,031)	(17,247)	40,331

2. Dividends

						Total dividends	Payout ratio	Dividends/
		Annual Dividends per Share		paid	net assets
			(consolidated)
						(full fiscal year)	(consolidated)
	1Q	2Q	3Q	Fiscal	Annual
	year end
	Yen	Yen	Yen	Yen	Yen	Millions of yen	%	%
FYE March 2023	−	30.00	−	40.00	70.00	8,245	34.9	2.3
FYE March 2024	−	40.00	−	40.00	80.00	9,147	40.8	2.4
FYE March 2025 (forecast)	−	40.00	−	45.00	85.00		33.0

3. Consolidated Earnings Forecast for the Fiscal Year Ending March 31, 2025 (April 1, 2024 to March 31, 2025)

(% = year-on-year change)

	Net sales		Gross profit		Operating income	Ordinary income	Profit attributable to	Earnings per
			owners of the parent	share
	Millions of yen		%	Millions of yen		%	Millions of yen	%	Millions of yen	%	Millions of yen	%	Yen
Full fiscal year	940,000		4.4	180,000		9.3	36,500	19.2	35,200	15.1	28,000	25.0	254.30

* Notes

1. Changes in major subsidiaries during the period (changes in specified subsidiaries accompanying changes in the scope of consolidation): No

New: ― (Company name:

)

Excluded: ― (Company name:

)

1. Changes in accounting policies, changes in accounting estimates, and restatement of prior period financial statements after error corrections
2. 1. Changes in accordance with revisions to accounting and other standards: Yes
   2. Changes in items other than (i) above: Yes
   3. Changes in accounting estimates: No
   4. Restatement of prior period financial statements after error corrections: No

(Note) For details, please refer to 3. Consolidated Financial Statements and Notes (5) Notes Related to Consolidated Financial Statements (Change in Accounting Policy), on P.15 of this document.

1. Number of shares issued and outstanding (common stock)
   i. Number of shares issued and outstanding as of the fiscal period end (including treasury stock)

March 31, 2024

117,908,285 shares

March 31, 2023

117,908,285 shares

1. Number of treasury stock as of the fiscal period end

March 31, 2024

4,143,115 shares

March 31, 2023

786,718 shares

1. Average number of shares during the period

March 31, 2024

114,911,971 shares

March 31, 2023

118,398,261 shares

(Note) The number of treasury shares as of the fiscal period end includes Company shares held by the Stock-Granting Trust for Directors (288,500 shares as of March 31, 2024). Treasury stock deducted from the calculation of the average number of shares during the period includes Company shares held by the Stock-Granting Trust for Directors (289,923 shares as of March 31, 2024).

• These consolidated financial statements are not subject to audit by an independent audit corporation
• Cautionary Statement with Respect to Forecasts of Consolidated Business Results

The earnings forecasts presented in this document are based upon currently available information and assumptions deemed rational. A variety of factors could cause actual results to differ materially from forecasts.

For matters related to earnings forecasts, please refer to 1. Business Performance, (4) Future Outlook, on P.5 of this document.

		NAGASE & CO., LTD. (8012)
	Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024
Attachments
1. Business Performance	2
(1)	Review of Business Performance	2
(2)	Review of Financial Position	4
(3)	Summary of Cash Flows	4
(4)	Future Outlook	5
(5)	Dividend Policy and Dividends for the Fiscal Years Ending March 2023 and 2024	6
2. Basic Policy on the Selection of Accounting Standards	6
3. Consolidated Financial Statements and Notes	7
(1)	Consolidated Balance Sheets	7
(2)	Consolidated Statements of Income and Consolidated Statements of Comprehensive Income	9
(3)	Consolidated Statements of Changes in Shareholders' Equity	11
(4)	Consolidated Statements of Cash Flows	13
(5)	Notes Related to Consolidated Financial Statements	15
	(Assumption for Going Concern)	15
	(Change in Accounting Policy)	15
	(Additional Information)	15
	(Segment Information, etc.)	15
	(Per-Share Data)	22
	(Significant Subsequent Events)	22

1

NAGASE & CO., LTD. (8012)

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

1. Business Performance

1. Review of Business Performance

1. General Summary of Results

During the current consolidated fiscal year, concerns emerged about a slowdown in the global economy due to the protracted situation in Ukraine and the Middle East, continued inflation and accompanying monetary tightening policies in the United States and Europe, and stagnation in China's real estate market.

As an overview of the regions in which the NAGASE Group does business, we saw a slowing in economy of Greater China, as the stagnant real estate market drove down consumer spending. In the Americas, prices continue to rise, albeit at a slower pace. The economy is expected to continue picking up with increased personal consumption and employment growth. In ASEAN, the economy has been steady, mainly due to domestic and inbound demand. In Japan, downside factors include rising interest rates due to the lifting of the negative interest rate policy, sharp fluctuations in foreign exchange rates due to geopolitical risks and other factors, and rising negativity in consumer sentiment. However, the economy should continue to recover with improved real wages, firm corporate capital investment, and continued inbound travel demand.

In this environment, earnings for the current consolidated fiscal year were as follows.

				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Net sales	912,896	900,149	(12,746)	(1.4)
Gross profit	155,410	164,719	9,309	6.0
Operating income	33,371	30,618	(2,753)	(8.2)
Ordinary income	32,528	30,591	(1,937)	(6.0)
Profit before income taxes	33,137	32,665	(472)	(1.4)
Profit attributable to owners	23,625	22,402	(1,222)	(5.2)
of the parent

・Gross profit increased due in part to the weakening yen.

・Operating income declined due to an increase in selling, general and administrative expenses despite an increase in gross profit. For

details see b. Segment Summary.

・Profit attributable to owners of the parent decreased ¥1.2 billion to ¥22.4 billion, despite a decrease in loss on valuation of investment securities.

1. Segment Summary

The following describes performance by segment.

Note that as of October 1, 2023 of the consolidated fiscal year under review, the categorizations for reportable segments have been partially amended. Year-on-year amounts and ratios for the previous fiscal year are calculated after rearranging reportable segment classifications to match those of the current fiscal year.

*For the details of the changes in business segmentation, please refer to (Segment Information Etc.) on P.15 of this document

Functional Materials

				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Net sales	156,161	146,804	(9,356)	(6.0)
Gross profit	29,889	28,123	(1,765)	(5.9)
Operating income	10,486	8,629	(1,856)	(17.7)

・Sales decreased for coating materials.

・Sales decreased for raw materials for the electronics industry, including semiconductor-related products ・Sales of digital print processing materials were lower, as was profitability in the manufacturing business

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				NAGASE & CO., LTD. (8012)
		Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024
・Operating income decreased due to a decrease in gross profit
Advanced Materials & Processing
				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Net sales	220,955	198,543	(22,412)	(10.1)
Gross profit	24,248	23,614	(634)	(2.6)
Operating income	7,678	6,804	(874)	(11.4)

・Sales of resin declined due to lower demand in the office equipment, appliance, and video game device market and the impact of inventory adjustments by customers

・Operating income decreased due to a decrease in gross profit

Electronics & Energy

				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Net sales	136,975	144,758	7,782	5.7
Gross profit	30,770	34,226	3,456	11.2
Operating income	9,273	11,327	2,053	22.1

・Despite weakening semiconductor market conditions, sales of materials to the semiconductor industry increased due to product line expansion

・Sales increased due to higher demand for formulated epoxy resins, mainly for server applications and mobile device applications ・Sales increased for photolithography materials for display applications

・Operating income increased due to an increase in gross profit

Mobility

				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Net sales	125,560	132,117	6,556	5.2
Gross profit	14,432	15,235	803	5.6
Operating income	4,794	4,933	138	2.9

・Sales increased for resins, mainly due to boosted automobile production and expanded market share among existing customers. ・Sales increased for functional materials and functional components for interior and exterior fittings and electrification

・Operating income increased due to an increase in gross profit

Life & Healthcare

				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Net sales	273,161	277,779	4,617	1.7
Gross profit	55,907	63,436	7,528	13.5
Operating income	10,581	10,321	(259)	(2.5)

・Overall Prinova Group sales increased due to operations of the new plant in Utah

・Sales at Nagase Viita (name changed from Hayashibara on April 1, 2024) increased, mainly due to an increase in sales of cosmetic material

・Sales increased for pharmaceutical raw materials and intermediates

・Operating income decreased, despite higher gross profit, as personnel expense and other selling, general and administrative expenses increased at the Prinova Group and profit contribution from the new Utah plant was delayed

3

NAGASE & CO., LTD. (8012)

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

Others

No special matters to disclose.

(2) Review of Financial Position

				(Millions of yen)
	Prior Consolidated	Current Consolidated
	Fiscal Year	Fiscal Year	Change	Change (%)
	(March 31, 2023)	(March 31, 2024)
Current assets	530,132	542,470	12,337	2.3
Non-current assets	232,556	249,865	17,309	7.4
Total assets	762,688	792,336	29,647	3.9
Liabilities	384,300	391,021	6,720	1.7
Net assets	378,388	401,315	22,926	6.1
Shareholders' equity ratio (%)	48.2	49.7	+1.5p	－

・Current assets increased due to an increase in cash and time deposits and accounts receivable, despite a decrease in inventories, etc. ・Non-current assets increased due to an increase in property, plant and equipment and intangible fixed assets, and the fair values of

investments in securities

・Liabilities increased mainly due to an increase in accounts payable, accrued income taxes, and lease liabilities, despite a repayment in short-term loans

・Net assets increased mainly due to the recording of profit attributable to owners of the parent and an increase in net unrealized holding gain on securities and translation adjustments, despite decreases from purchases of treasury stock and payments of dividends

・As a result, the Company recorded a shareholders' equity ratio of 49.7%, up 1.5 points compared to 48.2% from the end of the prior consolidated fiscal year

(3) Summary of Cash Flows

		(Millions of yen)
	Prior Consolidated Fiscal Year	Current Consolidated Fiscal Year
	(March 31, 2023)	(March 31, 2024)
Cash flows from operating activities	9,414	72,959
Cash flows from investing activities	(8,031)	(11,627)
Cash flows from financing activities	(17,247)	(48,046)

・Net cash provided by operating activities was mainly the result of an increase in cash of ¥33.0 billion due to a decrease in working capital, the recording of ¥32.6 billion in profit before income taxes, and ¥13.9 billion in reserve of funds due to depreciation and amortization. These amounts were offset in part by ¥8.8 billion in income taxes paid.

・Net cash used in investing activities was mainly the result of cash outlays of ¥14.0 billion and ¥3.7 billion for the purchase of property, plant and equipment and purchase of intangible fixed assets, respectively, offset in part by ¥7.1 billion in proceeds from the sales of investments in securities

・Net cash used in financing activities was mainly the result of a ¥22.4 billion net decrease in short-term loans, ¥9.2 billion in dividend payments, cash outlays of ¥8.0 billion in purchases of treasury stock, and ¥6.0 billion in the acquisition of stock of a subsidiary not resulting in a change in the scope of consolidation.

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NAGASE & CO., LTD. (8012)

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

	FYE March	FYE March	FYE March	FYE March	FYE March
	2020	2021	2022	2023	2024
Shareholders' equity ratio	49.9％	51.5％	46.5％	48.2％	49.7％
Shareholders' equity ratio based on market	25.9％	33.3％	29.5％	31.3％	36.7％
value
Interest-bearing debt to cash flow ratio	4.1	5.8	-	19.1	2.3
(years)
Interest coverage ratio (times)	23.9	19.1	-	3.1	18.9
Shareholders' equity ratio: Equity capital/total assets

Shareholders' equity ratio based on market value: Market capitalization/total assets

Interest-bearing debt to cash flow ratio: Interest-bearing debt/operating cash flow

Interest coverage ratio: Operating cash flow/interest payments

(Note) 1. Indicators are calculated based on consolidated figures.

1. 1. Market capitalization is calculated using the closing price at the end of the year multiplied by the number of outstanding shares at the end of the year (less treasury stock at cost).
   2. Operating cash flow is net cash provided by operating activities as shown in the consolidated statements of cash flows. Interest-bearing debt is all liabilities in the consolidated balance sheets for which interest is payable. Interest payments are the amount of interest paid as presented in the consolidated statements of cash flows.
   3. Interest-bearingdebt to cash flow ratio or interest coverage ratio are not presented for the fiscal year ended March 31, 2022, as operating cash flow was negative.
2. Future Outlook
   a. Performance Forecast for the Fiscal Year Ending March 2025

The outlook for the business environment surrounding the NAGASE Group in the next fiscal year is uncertain, given the unprecedented rise in geopolitical risks, including a new outbreak of military conflict in the Middle East amid prolonged aggression in Ukraine. Elections are scheduled in many countries around the world, and there are concerns that changes in domestic politics could have a significant impact on the international order. Observers also expect further acceleration of supply chain restructuring, including a revision in the location of manufacturing bases in response to heightened geopolitical risks.

Given this environment, we expect many of the business sectors related to the NAGASE Group will perform well. We formulated our earnings forecast for the next fiscal year based on the following assumptions.

In our food-related business, the Prinova Group expects the downward trend from the previous fiscal year the food ingredients market to rise from a low point. The company is also improving productivity at its Utah plant. Nagase Viita (name changed from Hayashibara on April 1, 2024) expects strong sales of food ingredients due to increased inbound travel demand. In the semiconductor-related business, the Nagase ChemteX formulated epoxy resin products for high-end servers should continue to perform well. We also expect a full-scale recovery semiconductors, which had continued to perform sluggishly, for other applications in beginning in the second half of the fiscal year. The automobile-related business should recover, and we expect performance to be strong. On a non-consolidated basis, Nagase & Co. incurred approximately ¥3.5 billion in favorable differences under the accounting treatment for retirement benefit actuarial differences. We expect to amortize the recognized differences in a lump sum in the following year under the accounting policy in question, which will likely result in a significant decrease in expenses.

These forecasts have been developed based on foreign exchange rates of ¥148 to the U.S. dollar and ¥20 to the RMB.

Further, these forecasts were calculated based on information available at the time and on reasonable determinations of conditions. Actual results may vary significantly due to a variety of factors, including business conditions overseas and in Japan and exchange rate trends. Any issues that require disclosure in the future will be disclosed promptly if important developments relating to our forecasts for the fiscal year ending March 2025 occur.

5

NAGASE & CO., LTD. (8012)

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

										(Millions of yen)
		Net sales	Gross profit	Operating income		Ordinary income		Profit attributable to
				owners of the parent
FYE March 2025 Forecast		940,000	180,000	36,500		35,200		28,000
FYE March 2024 Actual		900,149	164,719	30,618		30,591		22,402
Change		+4.4%	+9.3%	+19.2%		+15.1%		+25.0%
b. Operating Income Forecast by Segment
										(Millions of yen)
		FYE March 2024		FYE March 2025				Change
		Actual			Forecast
Functional Materials			6,158			6,800		+10.4%
Advanced Materials	&		5,313			5,500		+3.5%
Processing
Electronics & Energy			8,852			8,600		(2.8%)
Mobility			3,614			3,200		(11.4%)
Life & Healthcare			8,006			9,400		+17.4%
Others			(1,327)			3,000		-
Total Operating Income			30,618			36,500		+19.2%

1. 1. Effective as of the fiscal year ending March 31, 2025, the Company revised in part our method for allocating company-wide shared expenses. To better manage the performance of reportable segments, we will allocate certain company-wide shared expenses, previously included under "Others", to each reportable segment. Segment information for the fiscal year ended March 31, 2024 in the table above is based on the allocation method after the change.
2. Dividend Policy and Dividends for the Fiscal Years Ending March 2024 and 2025

At a meeting held May 8, 2024, the Company's board of directors resolved to revise the Company's shareholder return policy to a 100% total return ratio. This policy represents a limited measure for the two years through fiscal 2025, the final year of our Medium-TermManagement Plan ACE 2.0, in order to achieve the ACE 2.0 quantitative ROE target of at least 8.0%.

The Company intends to pay dividends in the same manner as before, following a basic policy of continuing dividend increases in consideration of consolidated earnings and financial structure, while also considering consolidated cash flows and investment conditions. At the same time, the Company will strive to improve profitability and strengthen our corporate structure.

The Company capped the amount of share buybacks at the level of policy holding share sales during the course of ACE 2.0. However, based on the preceding policy, we intend to carry out share buybacks opportunistically and with an eye to efficiency.

The Company plans to pay a year-end dividend of ¥40 per share for the current fiscal year, resulting in an annual dividend of ¥80 per share including the interim dividend. This dividend represents an increase of ¥10 per share compared with the previous fiscal year.

After a comprehensive consideration of our stability and continuity of dividend payments, we forecast a full-year dividend of ¥85 per share for the next fiscal year. This dividend will consist of a ¥40 per share interim dividend and a ¥45 per share year-end dividend.

2. Basic Policy on the Selection of Accounting Standards

The NAGASE Group intends to use Japanese accounting standards for the time being to allow for inter-company comparability.

We have been studying the adoption of International Financial Reporting Standards (IFRS) for some time, and we plan to make the appropriate policy choice in the future, considering external trends and other factors.

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NAGASE & CO., LTD. (8012)

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

3. Consolidated Financial Statements

(1) Consolidated Balance Sheets

			(Millions of yen)
		Prior Consolidated Fiscal Year	Current Consolidated Fiscal Year
		(March 31, 2023)	(March 31, 2024)
ASSETS
Current assets
Cash and time deposits	40,897	59,410
Notes and accounts receivable	302,105	321,126
Merchandise and finished goods	152,504	131,137
Work in process	2,446	2,594
Raw materials and supplies	14,770	14,259
Other	18,429	14,881
Less allowance for doubtful accounts	(1,021)	(940)
Total current assets	530,132	542,470
Non-current assets
Property, plant and equipment
Buildings and structures	64,095	63,432
Accumulated depreciation	(37,018)	(36,734)
Buildings and structures (net)	27,076	26,697
Machinery, equipment and vehicles	65,005	67,471
Accumulated depreciation	(47,686)	(50,883)
Machinery, equipment and vehicles (net)	17,318	16,588
Land	18,839	20,221
Other	42,415	50,107
Accumulated depreciation	(23,585)	(26,222)
Other (net)	18,829	23,884
Total property, plant and equipment	82,064	87,392
Intangible fixed assets
Goodwill	29,004	27,884
Technology-based assets	4,337	2,761
Other	35,587	38,703
Total intangible fixed assets	68,928	69,349
Investments and other assets
Investments in securities	69,743	76,225
Long-term loans receivable	17	326
Retirement benefit asset	2,645	6,217
Deferred tax assets	3,857	4,596
Other	5,475	5,935
Less allowance for doubtful accounts	(176)	(177)
Total investments and other assets	81,562	93,123
Total non-current assets	232,556	249,865
Total assets		762,688	792,336

7

NAGASE & CO., LTD. (8012)

Consolidated Financial Statements for the Fiscal Year Ended March 31, 2024

			(Millions of yen)
		Prior Consolidated Fiscal Year	Current Consolidated Fiscal Year
		(March 31, 2023)	(March 31, 2024)
LIABILITIES
Current liabilities
Notes and accounts payable	140,438	156,352
Short-term loans	66,117	50,731
Current portion of long-term loans	1,056	6,946
Commercial paper	38,000	37,000
Current portion of bonds	-	10,000
Accrued income taxes	2,913	5,195
Accrued bonuses for employees	6,985	7,569
Accrued bonuses for directors	371	251
Other	30,321	28,628
Total current liabilities	286,203	302,675
Long-term liabilities
Bonds	30,000	20,000
Long-term loans	32,697	27,533
Lease liabilities	9,763	12,492
Deferred tax liabilities	10,360	13,567
Retirement benefit liability	13,197	12,345
Provision for directors' stock benefit	65	60
Other	2,012	2,345
Total long-term liabilities	98,097	88,345
Total liabilities	384,300	391,021
NET ASSETS
Shareholders' equity
Common stock	9,699	9,699
Capital surplus	10,636	9,348
Retained earnings	290,279	303,328
Less treasury stock, at cost	(1,550)	(9,543)
Total shareholders' equity	309,064	312,832
Accumulated other comprehensive income
Net unrealized holding gain on securities	28,928	33,763
Deferred gain on hedges	(7)	119
Translation adjustments	30,414	44,846
Remeasurements of defined benefit plans	(726)	2,503
Total accumulated other comprehensive income	58,610	81,232
Non-controlling interests	10,713	7,250
Total net assets	378,388	401,315
Total liabilities and net assets		762,688	792,336

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