Discontinuation of a new business, termination of the business alliance with 株式会社三和製作所, change in consolidated subsidiary through share transfer, and recognition of an extraordinary loss
パス株式会社, 株式会社三和製作所, and 株式会社ユニ・ロット (transferee)
株式会社三和製作所 at 78 Aza Higashi, Ooyama, Otama-mura, Adachi-gun, Fukushima Prefecture; industrial equipment using AI and robotics technologies (food manufacturing equipment)
The outlook for orders for equipment and other products being developed since before the company became a subsidiary has been significantly delayed, resulting in a substantial divergence from the sales and profit plans. The likelihood of securing orders at an early stage is not sufficiently high, substantial research and development investment will be required on an ongoing basis, and a negative impact on consolidated results and cash flow over the next several years is foreseeable.
パス株式会社 expects to record a provision for doubtful accounts of approximately ¥133 million in relation to its loan to 三和製作所 (the impact on the current consolidated financial results is under review; disclosure regarding recognition of an extraordinary loss)
Fiscal year ending March 2026 standalone financial statements (extraordinary loss). The impact on the current consolidated financial results is currently under review.
The impact on consolidated financial results for the fiscal year ending March 2026 is currently under review. No revision to the earnings forecast has been disclosed.
Loan to 三和製作所 of approximately ¥133 million
Company response
Discontinuation of the development and sales business for food manufacturing equipment combining AI image-processing and robotics technologies (new business)
The establishment of a third-party committee or special investigation committee was not disclosed. 株式価値算定 was commissioned from Frontier Management Inc. as an independent third-party valuation institution.
Concurrent directorships of officers dispatched by パス株式会社 to 三和製作所 will be terminated. No information was disclosed regarding reductions in compensation, resignations or other measures.
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
800 shares; 100.0% voting rights ownership (record date not disclosed)
0 shares; 0% ownership (not stated as voting rights ownership, and the record date was not disclosed)
三和製作所 will be excluded from consolidation through completion of the share transfer and termination of the officers' concurrent directorships. The Company aims to improve the financial soundness of its group by eliminating the future risks of research and development cost burdens and the consolidation of losses.
| Item | Details |
|---|---|
| Event name | Discontinuation of a new business, termination of the business alliance with 株式会社三和製作所, change in consolidated subsidiary through share transfer, and recognition of an extraordinary loss |
| Date of occurrence | 31 March 2026 (date of the board resolution, resolution at the relevant company's shareholders' meeting, execution of the share transfer agreement, and completion of the share transfer) |
| Subject Entity | パス株式会社, 株式会社三和製作所, and 株式会社ユニ・ロット (transferee) |
| Target Locations / Products | 株式会社三和製作所 at 78 Aza Higashi, Ooyama, Otama-mura, Adachi-gun, Fukushima Prefecture; industrial equipment using AI and robotics technologies (food manufacturing equipment) |
| Cause | The outlook for orders for equipment and other products being developed since before the company became a subsidiary has been significantly delayed, resulting in a substantial divergence from the sales and profit plans. The likelihood of securing orders at an early stage is not sufficiently high, substantial research and development investment will be required on an ongoing basis, and a negative impact on consolidated results and cash flow over the next several years is foreseeable. |
| Amount of Impact on Business Performance | パス株式会社 expects to record a provision for doubtful accounts of approximately ¥133 million in relation to its loan to 三和製作所 (the impact on the current consolidated financial results is under review; disclosure regarding recognition of an extraordinary loss) |
| Accounting period in which recognized | Fiscal year ending March 2026 standalone financial statements (extraordinary loss). The impact on the current consolidated financial results is currently under review. |
| Impact on Earnings Forecast | The impact on consolidated financial results for the fiscal year ending March 2026 is currently under review. No revision to the earnings forecast has been disclosed. |
| Amount of receivables at risk of non-collection or delayed collection | Loan to 三和製作所 of approximately ¥133 million |
| Suspended operations | Discontinuation of the development and sales business for food manufacturing equipment combining AI image-processing and robotics technologies (new business) |
| Investigation structure | The establishment of a third-party committee or special investigation committee was not disclosed. 株式価値算定 was commissioned from Frontier Management Inc. as an independent third-party valuation institution. |
| Directors' and officers' liability | Concurrent directorships of officers dispatched by パス株式会社 to 三和製作所 will be terminated. No information was disclosed regarding reductions in compensation, resignations or other measures. |
| Voting rights ownership percentage before the change | 800 shares; 100.0% voting rights ownership (record date not disclosed) |
| Voting rights ownership percentage after the change | 0 shares; 0% ownership (not stated as voting rights ownership, and the record date was not disclosed) |
| Outlook | 三和製作所 will be excluded from consolidation through completion of the share transfer and termination of the officers' concurrent directorships. The Company aims to improve the financial soundness of its group by eliminating the future risks of research and development cost burdens and the consolidation of losses. |
Items this document does not state (10)
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.The outlook for orders for equipment and other products being developed by 三和製作所 has been significantly delayed, resulting in a substantial divergence from the sales and profit plans. As the likelihood of securing orders at an early stage is not sufficiently high, and substantial research and development investment and management support costs would likely have a negative impact on consolidated results and cash flow over the next several years, the Company believes that establishing management and cash management systems backed by external capital is the best course of action.