Kuradashi acquired the spin-off subsidiary of Nakamura Shoji, which operates "Sake no Nakamura" in Northern Kanto

Signing ceremony for the agreement (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 referred to as "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. The share transfer agreement was signed on the same date, and the share acquisition was executed.

Nakamura Shoji Co., Ltd. is a company established on June 16, 2026, through a company split (new company split) of the retail business for alcoholic beverages and other products 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 is discarded at affordable prices, with the mission "Bring rewards to the future with good business." 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 infrastructure for food loss reduction 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) In this strategy, expanding the range of food loss products that can be handled and expanding the "outlets (sales channels)" for delivering products are considered important challenges for spreading the circle of food loss reduction to society as a whole.

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

We are confident that the deep knowledge and network in the distribution of alcoholic beverages and beverages cultivated through the company's business over the years, as well as the relationships of trust 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 until now, and further expand the circle of food loss reduction.

Note 1: Refer to 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 procurement and sales axes of Kuradashi's core "matching structure connecting supply and demand (ribbon diagram)."

1 Strengthening Procurement Base

It will be possible to procure "alcoholic beverages and beverages," a category with particularly high demand from "Kuradashi" users, more stably and in larger quantities.

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 of "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 Nakamura Shoji's strong network with alcoholic beverage manufacturers and wholesalers, built over more than 40 years, and its three physical stores, including the locally rooted "Sake no Nakamura," will dramatically enhance our procurement capabilities and sales channels. We will work together as a group to build new 'infrastructure for food loss reduction,' aiming to achieve both business growth that meets shareholder expectations and further social impact of reducing food loss."

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

"Until now, in the Northern Kanto region, supported by the local community, we have been dedicated to delivering affluent lifestyles through the retail business of "Sake no Nakamura." Amidst growing interest in food loss reduction for 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. We are 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, "Bring rewards to the future with good business."

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 Impact: 18.46465 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.