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M&A and Subsidiary Changes3553KYOWA LEATHER CLOTH CO.,LTD.Materials and Chemicals

Notice of Change in Status to a Specified Subsidiary Following a Capital Increase by a Consolidated Subsidiary

The Company has resolved to increase the capital of KYOWA INDIA PRIVATE LIMITED, a consolidated subsidiary scheduled to be established in India, by approximately ¥2.9 billion. Following the capital increase, its capital will be approximately ¥3.0 billion and the Company’s ownership ratio will be 99.99%, meaning it is expected to become a specified subsidiary.

Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
29
¥100 million (planned capital increase)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

This capital increase
Disclosing companyKYOWA LEATHER CLOTH CO.,LTD.
KYOWA INDIA PRIVATE LIMITEDVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Manufacture and sale of synthetic leather products

Location India (Gurugram, Haryana)Share capital After the capital increase: approximately 1,764 million rupees (¥3.0 billion) (planned); current: approximately 59 million rupees (¥100 million) (planned)Date of incorporation September 2026 (scheduled)
Consideration and expenses
Type of ConsiderationCash (funds contributed by the Company to KI)
Impact on Business Performance

The Company expects the impact of this transaction on its consolidated results to be immaterial, but believes that it will contribute to improved results over the medium to long term.

Procedures and assumptions
Management structure after acquisitionThe representative will be Hanai Mikio (花井幹雄). The Company’s officers and employees are expected to concurrently serve as directors of the company. The change of corporate name and treatment of employees are Not disclosed.
This transaction
ItemDetails
Transaction nameThis capital increase
Name of the Subject CompanyKYOWA INDIA PRIVATE LIMITED
Business Description of the Subject CompanyManufacture and sale of synthetic leather products
Location of the Subject CompanyIndia (Gurugram, Haryana)
Capital Stock of the Subject CompanyAfter the capital increase: approximately 1,764 million rupees (¥3.0 billion) (planned); current: approximately 59 million rupees (¥100 million) (planned)
Date of Establishment of the Subject CompanySeptember 2026 (scheduled)
Type of ConsiderationCash (funds contributed by the Company to KI)
Voting rights ownership percentageBefore 99.90% (planned) → after 99.99% (planned)
Impact on Business PerformanceThe Company expects the impact of this transaction on its consolidated results to be immaterial, but believes that it will contribute to improved results over the medium to long term.
Date of board resolution31 August 2026
Execution Date / Effective DateOctober 2026 (planned capital increase)
Management structure after acquisitionThe representative will be Hanai Mikio (花井幹雄). The Company’s officers and employees are expected to concurrently serve as directors of the company. The change of corporate name and treatment of employees are Not disclosed.
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

India has been positioned as a growth market and a priority market under the medium-term management plan, and the Company intends to fully develop the manufacture and sale of synthetic leather products there. The contributed funds will be used for land acquisition, factory construction and capital investment in connection with establishing a production facility, with the aim of building a local production and supply system and creating new revenue opportunities.

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Notice of Change in Status to a Specified Subsidiary Following a Capital Increase by a Consolidated Subsidiary | KYOWA LEATHER CLOTH CO.,LTD. (3553) timely disclosure | Komori