Kuradashi Acquires Split Subsidiary of Nakamura Shoji, Operator of "Sake no Nakamura" in Northern Kanto

Signing ceremony (July 1) Left: Kohei Kawamura, President & CEO, Kuradashi Inc. Center: Ryo Osawa, Executive Officer, Kuradashi Food Company, Head of M&A Synergy Office, Kuradashi Inc. Right: Shigemi Nakamura, Representative Director, Nakamura Shoji Co., Ltd.

Kuradashi Inc. (Headquarters: Shinagawa-ku, Tokyo; President & CEO: Kohei Kawamura; hereinafter "Kuradashi") resolved at its Board of Directors meeting held on July 1, 2026, to acquire all issued shares of Nakamura Shoji Co., Ltd., established on June 16, 2026, and make it a wholly-owned subsidiary. A share transfer agreement was executed on the same date, and the share acquisition was completed.

Nakamura Shoji Co., Ltd. was established on June 16, 2026, through a company split (new company establishment split) of the retail business for alcoholic beverages and other drinks operated by Nakamura Shoji LLC.

Background of Share Acquisition

Kuradashi operates "Kuradashi," a social good marketplace that sells food that can still be eaten but would otherwise be discarded at great value, with the mission "Good business for a fruitful future." The company also engages in businesses that bring tangible impact to society, the environment, and the economy, such as supporting social contribution organizations with a portion of its sales.

In its medium-term management plan (FY2025 June - FY2027 June) announced in August 2024, under the theme "Becoming an infrastructure for reducing food loss that benefits everyone," Kuradashi aims for discontinuous business growth through three pillars: 1 Expansion of EC business, 2 Functional expansion of the supply chain, and 3 New businesses (including M&A). (Note 1) Within this strategy, expanding the range of food loss products handled and increasing the "outlets (sales channels)" for delivering products are considered crucial challenges for spreading the circle of food loss reduction to society as a whole.

With this understanding of the challenges, Nakamura Shoji has been engaged in the retail business, primarily for alcoholic beverages and drinks, based in Tatebayashi City, Gunma Prefecture, for over 40 years. The company has built strong relationships of trust with major alcoholic beverage manufacturers and wholesalers and possesses a stable product procurement base. It operates three physical stores called "Sake no Nakamura" in the Northern Kanto area, deeply loved by local residents.

We are convinced that the deep knowledge and network in the distribution of alcoholic beverages and drinks cultivated through its business over the years, along with the trusting relationships with the local community, will be a major driving force for Kuradashi to advance to the next stage, and therefore we have acquired the shares. Through this initiative, we will accelerate the growth of Kuradashi's Food business by strengthening both procurement and sales, create new touchpoints with food and beverage manufacturers that we have not been able to reach before, and further expand the circle of food loss reduction.

Note 1: Reference: Medium-Term Management Plan (FY2025 June - FY2027 June) https://contents.xj-storage.jp/xcontents/AS82522/5b4c506f/2b5d/4427/b16c/7285b164d1c2/140120240807566102.pdf

Significance of this Share Acquisition

This transaction will strengthen both the procurement and sales aspects of Kuradashi's core "matching structure connecting supply and demand (ribbon diagram)."

1 Strengthening of Procurement Base

It will enable more stable and large-scale procurement in the "alcoholic beverages and drinks" category, which is particularly in high demand from "Kuradashi" users.

Leveraging Nakamura Shoji's network with sake breweries and wholesalers, Kuradashi will expand the number of food and beverage manufacturers it can newly access.

2 Diversification of Sales Channels and Expansion of User Touchpoints

By utilizing the three physical stores "Sake no Nakamura" in the Northern Kanto area, Kuradashi will take a step forward from its current EC-centric and urban-centric expansion, creating new customer touchpoints. This will expand its function as a "new outlet" for food loss reduction products.

Messages from Representatives

Kohei Kawamura, President & CEO, Kuradashi Inc.

"Kuradashi aims to achieve discontinuous business growth in its medium-term management plan. The participation of Nakamura Shoji in our group this time is a very important milestone in realizing this strategy. We have confirmed that the strong network with alcoholic beverage manufacturers and wholesalers that Nakamura Shoji has built over its more than 40-year history, as well as its three physical stores rooted in the community, including 'Sake no Nakamura,' will dramatically enhance our procurement capabilities and sales channels. We will strive as a group to build a new 'infrastructure for reducing food loss,' aiming to achieve both business growth that meets shareholder expectations and further social impact in reducing food loss."

Shigemi Nakamura, Representative Director, Nakamura Shoji Co., Ltd.

"Until now, we have been dedicated to delivering affluent food lifestyles to the local community in Northern Kanto, supported by the people of the region, through our retail business 'Sake no Nakamura.' As interest in reducing food loss grows towards the realization of a sustainable society, we deeply resonate with Kuradashi's mission and its approach to solving social issues through business, and have decided to become a member of the group. I am confident that by combining our assets with Kuradashi's advanced EC platform and marketing capabilities, we can create unprecedented new value. Together with the manufacturers and wholesalers who entrust us with their products, and the local community, we will contribute to the realization of a better future."

Overview of Nakamura Shoji Co., Ltd.

1 Name

Nakamura Shoji Co., Ltd.

2 Location

708-2 Shimo-hayakawa-da, Tatebayashi City, Gunma Prefecture

3 Representative's Title and Name

Representative Director Shigemi Nakamura

4 Business Description

Sales business of alcoholic beverages, etc.

5 Capital

10 million yen

6 Establishment

June 16, 2026

7 Major Shareholders and Shareholding Ratio

Nakamura Shoji LLC 100.0%

Overview of the Other Party in Share Acquisition

1 Name

Nakamura Shoji LLC

2 Location

708-2 Shimo-hayakawa-da, Tatebayashi City, Gunma Prefecture

3 Representative's Title and Name

Representative Director Shigemi Nakamura

4 Business Description

Retail business of alcoholic beverages, foodstuffs, etc., and power generation and sales business

5 Capital

10 million yen

6 Establishment

May 1, 1980

7 Major Shareholders and Shareholding Ratio

Tsuyoshi Nakamura 100.0%

Kuradashi will continue to operate as a social growth company that balances social impact and business growth under its mission, "Good business for a fruitful future."

About Kuradashi Inc.

Representative Name: Kohei Kawamura

Established: July 2014

Headquarters Location: Meguro Center Building 5F, 3-2-1 Kami-Osaki, Shinagawa-ku, Tokyo 141-0021

URL: https://corp.kuradashi.jp/

【Service Introduction】

・Social Good Marketplace "Kuradashi": https://www.kuradashi.jp/

・"Kuradashi Fund" operated by Kuradashi: https://www.kuradashi.jp/fund

・Frozen Meal Delivery "Dr. Tsurukame Kitchen": https://tsurukame-kitchen.com/

・Online Cooking Class "La Table de SHIORI Online": https://online.atelier-shiori.com/

【Store List】

・Kuradashi Store List: https://kuradashi.jp/pages/stores

【Kuradashi's Impact】

・Impact Site: https://corp.kuradashi.jp/impact/

・Sustainability Report: https://speakerdeck.com/kuradashi/sustainability-report

【Main Cumulative Achievements as of the end of March 2026】

・Food Loss Reduction Amount: 37,951 tons ・Economic Effect: 18.4665 billion yen

・CO2 Reduction Amount: 100,607 t-CO2 ・Total Support Amount: 187,674,126 yen

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"Kuradashi," "Social Good Marketplace," "1.5th Distribution," and "From Waste to Value" are registered trademarks of Kuradashi Inc.