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1、PageCorporate Profile2Corporate Information and Information for Investors3Financial and Operational Highlights4Chairmans Statement6Management Discussion and Analysis10Corporate Governance Report16Profile of Directors and Senior Management29Report of the Directors33Independent Auditors Report43Consol
2、idated Statement of Comprehensive Income51Consolidated Statement of Financial Position53Consolidated Statement of Changes in Equity55Consolidated Statement of Cash Flows56Notes to the Consolidated Financial Statements57ContentsNIRAKU GC HOLDINGS,INC.Annual Report 2024/20252Corporate Profile株式会社 NIRA
3、KU GC HOLDINGS,INC.*(“NIRAKU”or the“Company”,Hong Kong stock code:1245,together with its subsidiaries,the“Group”)is a leading pachinko hall operator in Fukushima Prefecture in Japan with over 60 years of pachinko hall operation experience.The Company was listed on the Main Board of The Stock Exchang
4、e of Hong Kong Limited(the“Stock Exchange”)on 8 April 2015(the“Listing Date”).Since the opening of the first pachinko hall in 1950,NIRAKU has been aiming in bringing enjoyable experience to customers,which forms our slogan of“Happy Time,Creation”.NIRAKU has a strong pachinko hall network with 49 hal
5、ls at present,stretching from Tokyo Metropolitan Area to Northeast Honshu,equipped with over 29,100 pachinko and pachislot machines serving customers in ten prefectures in Japan.*For identification purpose onlyNIRAKU GC HOLDINGS,INC.Annual Report 2024/20253Corporate Information and Information for I
6、nvestorsCORPORATE INFORMATIONExecutive DirectorsMr.Hisanori TANIGUCHI(Chairman)Mr.Masataka WATANABENon-Executive DirectorMr.Hiroshi BANNAIIndependent Non-Executive DirectorsMr.Michio MINAKATAMr.Yoshihiro KOIZUMIMr.Kuraji KUTSUWATAMr.Akihito TANAKAMs.Reiko HACHISUKAAudit CommitteeMr.Michio MINAKATA(C
7、ommittee Chairman)Mr.Hiroshi BANNAIMr.Yoshihiro KOIZUMIRemuneration CommitteeMr.Yoshihiro KOIZUMI(Committee Chairman)Mr.Hisanori TANIGUCHIMr.Michio MINAKATANomination CommitteeMr.Hisanori TANIGUCHI(Committee Chairman)Mr.Kuraji KUTSUWATAMr.Akihito TANAKAMs.Reiko HACHISUKAINFORMATION FOR INVESTORSPrin
8、cipal BankersMizuho Bank,Ltd.Sumitomo Mitsui Bank CorporationThe Toho Bank,Ltd.AuditorPricewaterhouseCoopersCertified Public AccountantsRegistered Public Interest Entity AuditorLegal AdviserDeaconsShare RegistrarComputershare Hong Kong Investor Services LimitedShops 1712171617/F Hopewell Centre183 Q
9、ueens Road EastWan Chai,Hong KongPrincipal Place of Business in Hong Kong805B,8/F,Tsim Sha Tsui Centre66 Mody Road,Tsim Sha TsuiKowloon,Hong KongHeadquarters in Japan and Registered Office1-1-39 HohacchoKoriyama-shi,FukushimaJapan 963-8811Stock Code1245Investor and Media Relations ConsultantStrategi
10、c Financial Relations LimitedWebsitewww.ngch.co.jpInvestor Relation Inquirye-mail:.hk NIRAKU GC HOLDINGS,INC.Annual Report 2024/20254Financial and Operational HighlightsThe following table summarises the results of the Group for the financial years ended 31 March 2025,2024,2023,2022 and 2021.2025202
11、4202320222021 million HK$million millionHK$million million million million(Restated)Gross pay-ins145,0917,549131,8356,817119,837108,07594,414Gross pay-outs(120,366)(6,263)(107,891)(5,579)(97,942)(86,999)(77,531)Revenue from pachinko and pachislot business24,7251,28623,9441,23821,89521,07616,883Reven
12、ue from amusement arcade business1,648861,687871,7103591,015Other revenue1,9431011,324681,007774643 Revenue28,3161,47326,9551,39324,61222,20918,541Hall operating expenses(21,488)(1,118)(20,654)(1,068)(18,726)(18,279)(17,367)Administrative expenses(4,211)(219)(3,795)(196)(3,568)(3,246)(3,393)Impairme
13、nt loss on property,plant and equipment,right-of-use assets and intangible assets(432)(22)(396)(20)(585)(2,004)(5,592)Impairment loss on financial assets(410)(21)Profit/(loss)before income tax1,652861,831951,489(171)(8,502)Profit/(loss)attributable to the owners of the Company60732694361,198(1,181)(
14、5,481)Earnings/(loss)per share(expressed in Japanese Yen or Hong Kong dollar)0.510.030.580.031.00(0.99)(4.58)Overall revenue margin17.0%17.0%18.2%18.2%18.3%19.5%17.9%Net profit/(loss)margin2.2%2.2%2.6%2.6%4.8%(5.3%)(30.2%)NIRAKU GC HOLDINGS,INC.Annual Report 2024/20255Financial and Operational Highl
15、ightsAs at 31 March20252024202320222021 million HK$million millionHK$million million million million Current assets12,80666613,87271712,39613,01217,937Current liabilities14,21574014,01772511,61611,99723,805Net current assets/(liabilities)(1,409)(74)(145)(8)7801,015(5,868)Total assets63,6533,31265,76
16、03,40065,80468,30077,491Total assets less current liabilities49,4382,57251,7432,67554,18856,30353,686Gearing ratio1.31.31.41.41.51.61.7CURRENCY TRANSLATIONSFor the purpose of illustration only and unless otherwise specified in this annual report,certain amounts denominated in Japanese Yen(“”)are tra
17、nslated into Hong Kong dollar(“HK$”)at the rates(as the case may be)described below:1.19.22 to HK$1.00,the exchange rate prevailing on 31 March 2025(i.e.the last business day in March 2025);and2.19.34 to HK$1.00,the exchange rate prevailing on 28 March 2024(i.e.the last business day in March 2024).N
18、o representation is made that the amounts in Japanese Yen could have been,or could be,converted into Hong Kong dollar or vice versa,at such rates or at any other rates on such date or on any other dates.NIRAKU GC HOLDINGS,INC.Annual Report 2024/20256Chairmans StatementBUSINESS ACTIVITIES AND VISIONI
19、n the current fiscal year,the domestic economy saw signs of a rebound in personal consumption,supported by improvements in the employment and income environment and an increase in inbound tourists.However,a full-fledged recovery has not been achieved due to factors such as stagnant growth in real wa
20、ges caused by prolonged inflation due to rising raw material and energy prices and the depreciation of Japanese Yen.The impact of rising prices has limited real purchasing power,and consumer consciousness regarding household defense has heightened further,with a trend towards frugality expected to c
21、ontinue.In addition,in 2025,the outlook for the Japanese economy has become increasingly uncertain due to policy trends represented by U.S.trade policies.Coupled with recruitment difficulties and soaring raw material prices,the business environment remains challenging to predict.Under these circumst
22、ances,in our mainstay pachinko business,the Group has continued to efficiently install gaming machines,reaching the largest number of installations since our foundation.As a result,total revenue(gross pay-ins)increased by 10.1%year-on-year to 145,091 million and we believe we were able to firmly mee
23、t customer demand without failing behind the recovery trend in domestic economic activity.In the overseas business,despite the steady performance of the economies in Vietnam and Cambodia,existing outlets struggled due to a decrease in the allocation of disposable income to leisure activities.Consequ
24、ently,revenue of Dream Games,which operates amusement arcades in both countries,decreased by 2.3%year-on-year to 1,648 million.In the mainstay pachinko business,we have viewed the favorable performance of smart gaming machines in the external environment as a significant opportunity for business gro
25、wth and have proactively promoted capital investment.Specifically,to meet the strong demand from customers for the popular Smart Slots in the market,we have made adjustments to outlet layouts and increased the area for gaming machine installations,achieving an increase in the number of machines.As a
26、 result,the number of installed gaming machines reached 29,192 units as of the end of March 2025,setting a new record since our foundation and significantly contributing to increased sales.In current year,we continued to review our hall operations and accumulated a variety of know-how,such as promot
27、ing labour saving in hall management while retaining services that provide a high level of customer satisfaction.Since the self-service counters that we introduced two years ago,which made the prize exchange process contactless,we have further increased the number of halls that have introduced self-
28、service counters during the year,and have completed the introduction of self-service POS at 46 halls(94%of the total).NIRAKU GC HOLDINGS,INC.Annual Report 2024/20257Chairmans StatementIn addition,given the competitive environment of existing halls,we have carried out various measures and experiments
29、 with the aim of further increasing our sales capabilities,achieving significant results such as transforming unprofitable halls into the top-performing halls in their regions.We will continue to steadily work toward creating halls which are supported by our customers.In the domestic food and bevera
30、ge business,which operates the brands“LIZARRAN”,“Komeda”and“Gong Cha”,has successfully expanded its business.LIZARRAN is a Spanish bar restaurant under Comess Group De Restauracin S.K.,which operates over 300 outlets across 14 countries on four continents.In July 2024,we opened the fourth new outlet
31、 of the Group in Yokohama City,Kanagawa Prefecture.Additionally,we ventured into a new concept of Japanese-style Spanish cuisine that combines teppanyaki and Spanish dishes,opening a Spanish restaurant under the brand“PLANCHA L”in Yokohama City.As the brand of Spanish restaurants gains traction in t
32、he Tokyo metropolitan area,there is a growing cycle of positive inquiries from major developers for new outlet openings.We are carefully working to connect these opportunities to openings in prime properties.“Komeda”is a brand of Komeda Holdings Co.,Ltd.,which operates approximately 1,000 coffee sho
33、ps in Japan.Due to the strong wishes of franchisor,we opened our third outlet in this quarter by acquiring directly managed outlet.We will continue to maintain a good relationship with our franchisees and explore initiatives for new business formats.The globally renowned tea cafe brand“Gong Cha”,ori
34、ginating from Taiwan,has gained popularity in Japan.Since 2021,our Group has been operating two Gong Cha outlets.Both outlets rank among the top group in Gong Cha Japans customer satisfaction rankings,with one outlet achieving the number one spot out of 176 outlets nationwide,demonstrating successfu
35、l outlet management with high customer satisfaction.In the hotel management business,we purchased and began operating two hotel properties in August 2024.One of them is a long-established luxury hot spring inn facility located in the heart of Achi Village,which boasts Japans best starry sky,and the
36、Group positions this as a foothold for its full-scale entry into the business,aiming to pursue the Groups synergy.Nexia Inc.,a subsidiary that operates a real estate business,acquired a land located in a prime area of Koriyama City during the year.The construction of the rental apartment was complet
37、ed in March 2025,and occupancy began in the same month.We will continue to consider acquiring prime properties while maintaining our investment standards.During the current year,a subsidiary,NBI Holdings Co.,Ltd.,was established,aiming at stretching the Groups business to real estate sector.We are p
38、reparing to obtain administrative permits and licenses to create a structure for future private real estate investment trust(“REIT”)operations.We are making preliminary arrangements,including communication with financial institutions and external investors,to ensure establishment of private REIT ope
39、rations quickly once the permits and licenses are obtained.We anticipate confirming the initial results of these efforts in the next fiscal year.In terms of business in Southeast Asia,we are primarily managing arcade games and kids play areas within AEON malls in both Vietnam and Cambodia at Dream G
40、ames,a subsidiary.Vietnams gross domestic product(“GDP”)growth rate increased from 5.1%in previous year to 7.1%,and Cambodias GDP growth rate increased from 5.0%in previous year to 6.0%,indicating that the economies in both countries remained strong.However,in Vietnam,the consumer price index remain
41、ed high with a tendency for spending to prioritize essential goods,leading to stagnant customer attraction at existing outlets.In Cambodia,the first half of the fiscal year was affected by the downturn in the Chinese economy,but this impact was removed by the second half,resulting in sales surpassin
42、g last years figures.NIRAKU GC HOLDINGS,INC.Annual Report 2024/20258Chairmans StatementAs a result,revenue at Dream Games decreased by 2.3%year-on-year to 1,648 million.During the current year,we opened 1 outlet and closed down 1 unprofitable outlet.As at 31 March 2025,we have a total of 12 operatin
43、g outlets,9 in Vietnam and 3 in Cambodia.According to the data from the International Monetary Fund,both Vietnam and Cambodia in 2025 are expected to achieve robust economic growth of over 5%.We believe that both countries are still in the process of economic development,and that consumption and the
44、 leisure markets will continue to expand.While continuing to observe carefully for changes in the competitive environment and the structural changes in the domestic economies of both countries,we are also planning to work on building a steady earning base by developing multiple types of standard bus
45、iness formats depending on location and area,opening new speciality business formats of arcade prize game and opening small and medium-sized outlets outside AEON Malls.As a medium-term strategy,the Groups priority is to increase the number of amusement machines installed and to secure sales in pachi
46、nko business as the core business,and will actively invest in new hall openings and merger and acquisition with the aim of establishing a structure that can ensure stable earnings.At the same time,investments will be made to refurbish existing halls and to promote digitalisation with the aim of furt
47、her increasing operational efficiency.Furthermore,from a long-term perspective,we plan to expand into new businesses and build business models domestically based on the premise of an aging,mature society and a declining population.Outside Japan,we will also seek to grow existing businesses and creat
48、e new business opportunities while responding to changes in the business environment in each country.In 2021,the Group resolved the Environmental,Social and Governance(“ESG”)Management Declaration,which is the basic concept for conducting sustainable business,“The Group prioritizes the public intere
49、st and considers its employees,customers,business partners,local communities,and the entire earth as a whole to be stakeholders.We aim for management that can achieve sustainable growth together with all”.The concept of ESG,which is the benchmark for sustainable growth,is becoming increasingly impor
50、tant in business,as it serves as an index for selecting investment targets worldwide.In addition,Sustainable Development Goals established for the purpose of achieving a sustainable world are having a positive impact on corporate management.The ESG Management Declaration sets out the following three
51、 specific points to be focused:1)Properly appropriate the profits generated to employees,customers,local communities,environment,the entire earth,vendors and shareholders.2)Conduct management that can contribute to society with sustainability from a medium-to long-term perspective,rather than from a
52、 short-term perspective.3)Constantly make efforts in new areas boldly and manage our business with entrepreneurial spirit for the sustainable development of the Company.These three objectives will also be important in shaping a new corporate culture for the next era of the Group.NIRAKU GC HOLDINGS,I
53、NC.Annual Report 2024/20259Chairmans StatementThe history of the Groups pachinko hall business is over 70 years.The reason we have been able to continue our business for more than 70 years is that we always place emphasis on our relationship with the community and have always been aware of harmoniou
54、s coexistence with the community.Entities cannot continue their businesses on their own,and there is a greater need than ever for them to not only pursue profits for themselves but also develop together with society.Especially in Fukushima Prefecture,which is our key location in Japan,it is still ha
55、lfway through reconstruction from the Great East Japan Earthquake,but as a longer-term issue,increasing the production and labor force population is regarded as a major challenge.If this long-term declining trend continues,we cannot expect the revitalization of the local economy.On the other hand,if
56、 the revitalization of the local economy cannot be realized,the production and labor force population will not increase,and we cannot expect to retain or increase customers in the pachinko hall business,which is the core business of the Group.Resolving the local issues in each region where our Group
57、 operates will create new business opportunities and lead to the mitigation of future business risks simultaneously.We regard the pursuit of regional development through our business activities as an important task for future operations.The Group aims to realize our corporate philosophy of“Providing
58、 happy times for people by making the world cheerful,fun and entertaining”,and will continue to take on the challenges of constantly responding to social changes,aiming to be a company that will continue for more than 100 years ahead of us.Under the ESG Management Declaration,which is the basic conc
59、ept for conducting sustainable business,we will continue to strive to become a company that is indispensable to society and can meet the expectations of all stakeholders,considering the development and ideal form of our business.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202510Management Discussion a
60、nd AnalysisFINANCIAL REVIEWRevenue from Pachinko and Pachislot BusinessRevenue from pachinko and pachislot is derived from gross pay-ins netted with gross pay-outs.Revenue from pachinko and pachislot business increased by 781 million,or 3.3%,from 23,944 million in 2024 to 24,725 million in 2025.The
61、increase in revenue was attributable to the continued recovery of economy in Japan,and replacement of gaming machines which triggered higher customer turnover and improved the hall traffic.Gross pay-insFor the year ended 31 March 2025,the Groups gross pay-ins from pachinko and pachislot business amo
62、unted to 145,091 million,comprising revenue from 47 suburban halls and 2 urban halls.The increase in gross pay-ins by 13,256 million,or 10.1%,as compared to last year was resulted from the factors explained above.Gross pay-outsGross pay-outs,being the aggregate cost of G-prizes and general prizes ex
63、changed by customers,increased from 107,891 million in 2024 to 120,366 million in 2025,an increase of 12,475 million,or 11.6%,which corresponded to the rise in gross pay-ins.Revenue marginThe revenue margin decreased by 1.2%,from 18.2%for the year ended 31 March 2024 to 17.0%in current year.The decl
64、ine in revenue margin was due to the increase in pay-out ratio to stimulate customer visits which,in short-term,lowered the profit margin.Revenue from Amusement Arcade BusinessRevenue from amusement arcade business decreased by 39 million or 2.3%,from 1,687 million in 2024 to 1,648 million in curren
65、t year.The amount comprised revenue derived from Vietnam and Cambodia amounting to 1,042 million and 606 million,respectively(2024:1,135 million and 552 million,respectively).The drop in revenue was due to the decrease in sales income generated from Vietnam as the closure of one unprofitable arcade
66、and temporary suspension of the northern arcades caused by the impact of typhoon in Vietnam;nevertheless,revenue from Cambodia in the current year outperformed the results in 2024.Other revenueOther revenue represents incomes from vending machines,hotel and restaurant operations.Vending machines inc
67、ome amounted to 552 million in 2025.The increase of 99 million as compared to 453 million in 2024 was resulted from the increase in customer turnover rate as mentioned above.Income from hotel operation amounted to 351 million in 2025,recording an increase of 188 million as compared to 163 million in
68、 2024.The increase in hotel income was mainly attributed to the acquisition of two onsen inns in late August 2024,contributing an additional income of 187 million.Revenue from restaurant operations amounted to 1,040 million for the year ended 31 March 2025,increased by 332 million,or 46.9%,as compar
69、ed to 708 million in last year.Other than the increasing popularity of“KOMEDA”cafs,during the current year,a“KOMEDA”caf,a“LIZARRAN”restaurant and a new private branded restaurant named“PLANCHA L”were opened,contributing an additional revenue of 256 million.NIRAKU GC HOLDINGS,INC.Annual Report 2024/2
70、02511Management Discussion and AnalysisHall operating expensesHall operating expenses increased by 834 million,or 4.0%,from 20,654 million in 2024 to 21,488 million in current year.Major components of hall operating expenses are pachinko and pachislot machine expenses,staff cost for hall staff and d
71、epreciation expenses,amounting to 7,751 million,4,327 million and 3,560 million,respectively,for the year ended 31 March 2025(31 March 2024:7,890 million,4,263 million and 3,480 million,respectively).The rise in hall operating expenses was resulted from(i)minor work being carried out in various hall
72、s to provide a better playing environment to visitors;and(ii)increase in staff and utilities expenses due to inflation.Administrative expensesAdministrative expenses increased by 416 million,or 11.0%from 3,795 million for the year ended 31 March 2024 to 4,211 million in 2025 as a result of the incre
73、ase in staff wages and launch of various promotional events to boost up sales.Impairment lossImpairment loss on property,plant and equipment and right-of-use assets amounted to 432 million in current year.The International Accounting Standard 36“Impairment of Assets”(“IAS 36”)requires that assets be
74、 carried at no more than their recoverable amount.If an assets carrying value exceeds the amount that could be received through use or selling the asset,then the asset is impaired and IAS 36 requires a company to make provision for the impairment loss.Non-financial assets other than goodwill are tes
75、ted for impairment when there are events that indicate that the related asset values may not be recoverable,and the Group carries out reviews of the recoverable amounts of each cash-generating units(“CGUs”).The management noted that the Groups financial performance is highly sensitive to changes in
76、market situations.Taking into account the keen competition within the industries,the management assessed for whether each of the CGU have any impairment indicator by considering whether the CGU recorded operating loss after overhead allocation with a performance below budget(defined as not fulfillin
77、g the projected operating cash flow after overhead allocation),or consecutive operating loss after overhead allocation for 2 years,unless the CGU is still in investment stage and performed impairment assessments over pachinko and pachislot hall operations,amusement arcade operations and hotel operat
78、ions by assessing the recoverable amounts of the CGU,determined as the higher of their value-in-use and fair value less cost of disposal.As a result,the Group recognised an impairment loss of 150 million and 282 million over plant,property and equipment and right-of-use assets,respectively for the y
79、ear ended 31 March 2025(31 March 2024:112 million and 284 million over plant,property and equipment and right-of-use assets,respectively).Finance costsFinance costs,net amounted to 882 million for the year ended 31 March 2025 as compared to 891 million in 2024.The drop was attributable to the decrea
80、se in interest expense on lease liabilities and borrowings.Profit attributable to owners of the Company,basic earnings per share and dividendProfit attributable to owners of the Company of 607 million was recorded for the year ended 31 March 2025,as compared to 695 million in prior year.The decrease
81、 in profit was due to the impact of exchange loss,netted with the continued economic recovery in domestic market.Basic earnings per share for the year ended 31 March 2025 was 0.51(31 March 2024:0.58).The board of directors of the Company(the“Board”)has declared a final dividend of 0.12 per common sh
82、are for the year ended 31 March 2025(31 March 2024:0.17).NIRAKU GC HOLDINGS,INC.Annual Report 2024/202512Management Discussion and AnalysisCAPITAL STRUCTUREThe Group principally meets its working capital and other liquidity requirements through a combination of capital contributions,including cash f
83、low from operations and bank borrowings.The Groups daily operation is mainly financed by operating cash flows,and relied on short-and long-term borrowings for financing working capital,future expansion plans and unexpected needs.The Groups treasury objective is mainly to ensure there is sufficient c
84、ash flow to meet the payment of expenses,loans and to fund any capital expenditure and commitment that the Group may have from time to time.The Groups cash surpluses are placed in short-term and long-term fixed deposits to maintain liquidity.The Group has not experienced any difficulty in repaying i
85、ts borrowings.The Groups principal business activities are carried out in Japan,with income,expenditure,assets and liabilities mainly denominated in Japanese Yen,as such,the Group does not have any material foreign exchange exposure.The table below sets forth the information regarding the cash and b
86、ank balances,borrowings,lease liabilities,working capital,total equity and gearing ratio of the Group as at 31 March 2025 and 2024:As at 31 March20252024 million million Cash and cash equivalents10,57412,350Bank deposits with maturity over 3 months834345 11,40812,695 Bank loans5,3516,116Syndicated l
87、oans4,4894,316Lease liabilities25,96727,925 35,80738,357 Total equity19,23518,981Gearing ratio(Note 1)1.31.4Working capital(Note 2)(1,409)(145)Note 1:Gearing ratio is calculated as total borrowings less cash and cash equivalents divided by equity.Note 2:Working capital being current assets less curr
88、ent liabilities.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202513Management Discussion and AnalysisAs at 31 March 2025,net current liabilities of the Group totalled 1,409 million(31 March 2024:145 million),and current ratio was 0.90 as at 31 March 2025(31 March 2024:0.99).As at 31 March 2025,there we
89、re cash and cash equivalents of 10,574 million(31 March 2024:12,350 million),in which 9,604 million was denominated in Japanese Yen,501 million was denominated in United States dollar,400 million was denominated in Hong Kong dollar and 69 million was denominated in other currencies.As at 31 March 20
90、25,the Group had total borrowings and lease liabilities of 35,807 million(31 March 2024:38,357 million).Current portion of bank borrowings and current portion of lease liabilities amounted to 7,655 million as at 31 March 2025(31 March 2024:7,737 million).The Groups bank borrowings during the current
91、 period comprised bank loans and syndicated loans.As at 31 March 2025,the total bank borrowings amounted to 9,840 million(31 March 2024:10,432 million),with average effective interest rates on bank borrowings ranged from 1.58%to 1.64%(31 March 2024:1.08%to 1.61%)per annum.Approximately 3.4%of bank b
92、orrowings as at 31 March 2025 were fixed rate borrowings.HEDGING OF FLOATING RATE BORROWINGS AND FOREIGN EXCHANGEAs at 31 March 2025,the Group had two floating to fixed interest rate swap contracts with banks in Japan(i.e.the Group pays fixed interest rates and receives interests at floating rate).T
93、hese interest rate swap contracts were entered into as a measure to manage interest rate risk in relation to loans of the Group.As interest rates of some of the Groups loans are on a floating rate basis,the floating to fixed interest rate swap contracts enabled the Group to reduce the volatility in
94、the amount of interest being paid.For the year ended 31 March 2025,gain on fair value for interest rate swap contracts amounted to 1 million(31 March 2024:3 million).The Group did not carry out significant foreign currency investment and its debts were all denominated in Japanese Yen as at 31 March
95、2025.As the functional currency of certain subsidiaries are different from the Company,the Group will be exposed to foreign exchange risk arising from such exposure,namely in Singapore Dollar,Vietnamese Dong,Cambodian Riel and Renminbi against Japanese Yen.The management is assessing the significanc
96、e of the foreign currency exposures faced by the Group and will consider adopting appropriate measures to mitigate the risk,including but not limited to entering into currency hedges.GEARING RATIOThe gearing ratio,defined as the aggregate of interest-bearing loans and lease liabilities less cash and
97、 cash equivalents,divided by total equity,was 1.3 as at 31 March 2025(31 March 2024:1.4).CAPITAL EXPENDITURECapital expenditure mainly comprised of expenditure for(i)the purchase of property,plant and equipment mainly used for construction of buildings,and(ii)the purchase of equipment and tools for
98、the maintenance of our pachinko and pachislot hall and amusement arcade operations.The table below shows a breakdown of the capital expenditure for the indicated periods:As at 31 March20252024 million million Property,plant and equipment1,9862,289Right-of-use assets1,4071,258Intangible assets34Inves
99、tment property827 4,2233,551 NIRAKU GC HOLDINGS,INC.Annual Report 2024/202514Management Discussion and AnalysisCHARGES ON ASSETSAs at 31 March 2025 and 2024,the carrying values of charged assets were as below:As at 31 March20252024 million million Property,plant and equipment8,7568,946Investment pro
100、perties532553Deposits and other receivables154158 9,4429,657 CONTINGENT LIABILITIESThe Group did not have any material contingent liabilities as at 31 March 2025 and 2024.CAPITAL COMMITMENTSDetails of the Groups capital commitments as at 31 March 2025 and 2024 are set out in Note 34 to the consolida
101、ted financial statements.SIGNIFICANT INVESTMENTS,MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES,AND FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETSExcept for the acquisition of two companies as disclosed in this annual report,during the year ended 31 March 2025,the Group did not conduct
102、 any significant investments,material acquisitions or disposals.Save for those disclosed in this annual report,the Group had no plan authorised by the Board for other material investments or additions of capital assets as at the date of this annual report.SUBSEQUENT EVENTSOn 17 April 2025,NBI Region
103、al Revitalization Investment Co.,Ltd.(“NBII”),an indirect non-wholly-owned subsidiary of the Company,entered into a Purchase and Sale Agreement with an independent third party seller for the acquisition of land and building(a 10-storey building which was constructed as a hot spring ryokan inn)locate
104、d at Shizukuishi-cho,Iwate-gun,Japan at a total consideration of 358.4 million.The acquisition was completed on 30 April 2025.In addition,NBII entered into another Purchase and Sale Agreement with an independent third party seller on 18 April 2025 for the acquisition of land and buildings(a two-stor
105、ey building and 12 annexed single-storey buildings constructed as a hot spring ryokan inn with 11 private villas)located at Kokonoe-machi,Kusu-gun,Japan at a total consideration of 798.4 million.The acquisition was subsequently completed on 1 May 2025.As the tourism industry in Japan has been underg
106、oing a strong revival since the COVID-19 pandemic,the management of the Group considers that these acquisitions present a great opportunity for the Group to further expand its hospitality business.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202515Management Discussion and AnalysisEMPLOYEES AND REMUNER
107、ATION POLICYAs at 31 March 2025,the Group had 1,270 employees.The remuneration policy of the Group(including those for directors and employees)is determined by the Remuneration Committee under the Board as per the performance,qualifications and competence of the employees.Details of the key manageme
108、nt remuneration of the Company are set forth in Note 35(b)to the consolidated financial statements.FINAL DIVIDENDThe Board has declared a final dividend of 0.12 per common share for the year ended 31 March 2025(31 March 2024:0.17)on 26 May 2025 and the final dividend will be payable on 15 July 2025
109、to the shareholders of the Company(the“Shareholders”)whose names appear on the register of members of the Company at the close of business on 13 June 2025.The exchange rate for the conversion of Japanese Yen to Hong Kong dollar for the dividend distributed to the Shareholders in the currency other t
110、han Japanese Yen is based on the average currency rates prevailing five trading days immediately prior to 26 May 2025(being 19 to 23 May 2025).NIRAKU GC HOLDINGS,INC.Annual Report 2024/202516Corporate Governance ReportCORPORATE GOVERNANCEDuring the year ended 31 March 2025,the Company has adopted an
111、d complied with all the applicable principles and code provisions of the Corporate Governance Code(the“CG Code”)contained in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the“Listing Rules”),with the exception for code provision C.2.1,which r
112、equires the roles of chairman and chief executive to be separated and should be performed by different individuals.Code Provision C.2.1Under code provision C.2.1 of the CG Code,the roles of chairman and chief executive should be separate and should not be performed by the same individual.Our chairma
113、n(the“Chairman”)currently holds both positions.Since April 2010,our Chairman has been the key leadership figure of our Group who has been primarily involved in the formulation of business strategies and determination of the overall direction of our Group.He has also been chiefly responsible for our
114、Groups operations as he directly supervises our executive officers(other than himself)and members of our senior management.Taking into account the continuation of the implementation of our business plans,the directors of the Company(the“Directors”)(including our independent non-executive Directors)c
115、onsider our Chairman is the best candidate for both positions and the present arrangements are beneficial to and in the interests of our Company and the Shareholders as a whole.The Company has applied the principles of the CG Code contained in Appendix C1 of the Listing Rules to its corporate govern
116、ance structure and practices as described in this report.This annual report should be read in conjunction with the ESG Report of the Company,which is available on the websites of the Stock Exchange and the Company.The BoardThe Board plays a vital role in fostering a corporate culture which promotes
117、ethical,lawful and responsible behavior among employees,and ensures the purpose,value and strategy of the Group are aligned with its culture.The Board oversees the management,businesses,strategic directions and financial performance of the Group.The Board currently comprises a total of eight Directo
118、rs,with two executive Directors,namely Mr.Hisanori TANIGUCHI and Mr.Masataka WATANABE;one non-executive Director,namely Mr.Hiroshi BANNAI,and five independent non-executive Directors,namely Mr.Michio MINAKATA,Mr.Yoshihiro KOIZUMI,Mr.Kuraji KUTSUWATA,Mr.Akihito TANAKA and Ms.Reiko HACHISUKA.The term
119、of office of each Director is expired at the close of the annual general meeting relating to the most recent business year ending within one year following the election of such Director.(a)Delegation by the BoardThe Board reserves its decision in all major matters of the Company,including:approval a
120、nd monitoring of all policy matters,overall strategies and budgets,internal control and risk management systems,material transactions(in particular those that may involve conflict of interests),financial information,appointment of Directors and other significant financial and operational matters.The
121、 Board is accountable to the Shareholders.Directors could have recourse to seek independent professional advice in performing their duties at the Companys expense and are encouraged to access and to consult with the Companys senior management independently.The daily management,administration and ope
122、ration of the Group are delegated to the senior management.The delegated functions and responsibilities are periodically reviewed by the Board.Approval has to be obtained from the Board prior to any significant transactions entered into by the management.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202
123、517Corporate Governance Report(b)Corporate Governance FunctionThe Board recognises that corporate governance should be the collective responsibility of Directors which includes:toreviewandmonitortheCompanyspoliciesandpracticesoncompliancewithlegalandregulatoryrequirements;toreviewandmonitorthetraini
124、ngandcontinuousprofessionaldevelopmentofDirectorsandseniormanagement;todevelop,reviewandmonitorthecodeofconductandcompliancemanualapplicabletoemployeesandDirectors;todevelopandreviewtheCompanyspoliciesandpracticesoncorporategovernanceandtomakerecommendations to the Board and report to the Board on m
125、atters;toreviewtheCompanyscompliancewiththeCGCodeanddisclosureinthecorporategovernancereport;andtoreviewandmonitortheCompanyscompliancewithitswhistleblowingpolicy.(c)Appointment and Re-election of DirectorsThe Board is empowered under the articles of incorporation of the Company(the“Articles of Inco
126、rporation”)to appoint any person as a Director,either to fill a casual vacancy or to be an additional member of the Board.Only the most suitable candidates who are experienced and competent and able to fulfill the fiduciary duties and exercise reasonable care would be recommended to the Board for se
127、lection.Appointments are first considered by the Nomination Committee in accordance with its terms of reference,the nomination policy and board diversity policy(the“Board Diversity Policy”).Recommendations of the Nomination Committee are then put forth to the Board for decision.In accordance with th
128、e Articles of Incorporation,all Directors shall retire at the next annual general meeting of the Company(the“AGM”)but are eligible for re-election.Each Director was appointed by a written service contract or letter of appointment setting out the key terms and conditions of his/her appointment.The ap
129、pointment of independent non-executive Directors follows the guidelines for assessing independence as set out in Rule 3.13 of the Listing Rules.Chairman and Chief Executive OfficerThe Board has appointed a Chairman,Mr.Hisanori TANIGUCHI,who provides leadership for the Board and ensures that the Boar
130、d works effectively and that all important issues are discussed in a timely manner.The Chairman also holds the position of chief executive officer(the“Chief Executive Officer”).Since April 2010,our Chairman has been the key leadership figure of our Group who has been primarily involved in the formul
131、ation of business strategies and determination of the overall direction of our Group.He has also been chiefly responsible for our Groups operations as he directly supervises our executive officers(other than himself)and members of our senior management.NIRAKU GC HOLDINGS,INC.Annual Report 2024/20251
132、8Corporate Governance ReportIndependent Non-Executive DirectorsThe Board is of the view that all independent non-executive Directors are independent based on the independence guidelines set out in Rule 3.13 of the Listing Rules and have appropriate professional qualifications or accounting or relate
133、d financial management expertise in accordance with Rule 3.10 of the Listing Rules.During the year ended 31 March 2025,16 Board meetings and 2 general meetings were held.Details of the Directors attendance during the year are set out below:Number of meetings attended/Eligible to attend Name of Direc
134、torsGeneral MeetingBoard Meeting Executive DirectorsMr.Hisanori TANIGUCHI(谷口久徳)(Chairman)2/216/16Mr.Masataka WATANABE(渡辺将敬)2/216/16Mr.Akinori OHISHI(大石明徳)Note 11/14/4Non-executive DirectorMr.Hiroshi BANNAI(坂內弘)2/216/16Independent non-executive DirectorsMr.Michio MINAKATA(南方美千雄)2/216/16Mr.Yoshihiro K
135、OIZUMI(小泉義広)2/216/16Mr.Kuraji KUTSUWATA(轡田倉治)2/215/16Mr.Akihito TANAKA(田中秋人)2/216/16Ms.Reiko HACHISUKA(蜂須賀禮子)Note 20/05/5Note 1:Mr.Akinori OHISHI retired as an executive Director on 28 June 2024.Note 2:Ms.Reiko HACHISUKA was appointed as independent non-executive Director on 18 December 2024.The bio
136、graphical details of the current Directors are set out on pages 29 to 31 of this annual report.Save as disclosed in this annual report,none of the Directors has any personal relationship(including financial,business,family or other material/relevant relationship)with any other Directors or chief exe
137、cutives.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202519Corporate Governance ReportAudit CommitteeThe Company established the Audit Committee on 25 June 2014 with specific written terms of reference which are aligned with the code provision set out in the CG Code.Major duties of the Audit Committee
138、include:torecommendtheappointment,re-appointmentand/orremovalofexternalauditor,toapprovetheremunerationand terms of engagement of external auditor,and to consider any questions of resignation or dismissal of that auditor;todiscusswiththeexternalauditorthenatureandscopeoftheauditbeforetheauditcommenc
139、es;todiscussproblemsandreservationsarisingfromtheinterimandfinalaudits,andanymatterstheexternalauditormay wish to discuss;toreviewoffinancialinformationoftheCompany;tooverseetheCompanysriskmanagement,financialreportingsystemandinternalcontrolprocedures;andtooverseetheCompanyscorporategovernancefunct
140、ions.The Audit Committee currently consists of two independent non-executive Directors,namely Mr.Michio MINAKATA(南方美千雄)and Mr.Yoshihiro KOIZUMI(小泉義広),and a non-executive Director,namely Mr.Hiroshi BANNAI(坂內弘).It is currently chaired by Mr.Michio MINAKATA(南方美千雄),an independent non-executive Director.
141、Audit Committee meetings are held at least twice a year.During the year ended 31 March 2025,14 meetings were held and details of the Directors attendance during the year are set out below:Number of meetings attended/Eligible to attend Mr.Hiroshi BANNAI(坂內弘)14/14Mr.Michio MINAKATA(南方美千雄)14/14Mr.Yoshi
142、hiro KOIZUMI(小泉義広)14/14The works performed by the Audit Committee during the year include the following:reviewedreportsonriskmanagementsystem,internalcontrolsystemandinternalauditfunctionoftheGroup;discussedwiththemanagementandtheexternalauditortheaccountingpoliciesandpracticeswhichmayaffecttheGroup
143、 and financial reporting matters;reviewedauditplansfromexternalauditorfortheyearended31March2025;reviewedanddiscussedtheGroupsfinancialstatementsfortheyearended31March2025andinterimfinancialstatements for the six months ended 30 September 2024 with recommendations to the Board for approval;reviewedt
144、hekeyauditmattersincludedintheIndependentAuditorsReportfortheyearended31March2025;reviewedandreceivedthereportsofriskmanagementreviewfortheyearended31March2025;andprovidedrecommendationonthere-appointmentoftheexternalauditor.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202520Corporate Governance Report
145、Remuneration CommitteeThe authorities and duties of the Remuneration Committee are set out in the written terms of reference which are aligned with the code provision set out in the CG Code.Major duties of the Remuneration Committee include:todeterminetheCompanyspolicyandstructureforallDirectorsands
146、eniormanagementsremunerationandtoestablish a formal and transparent procedure for developing remuneration policy;todeterminethemanagementsremunerationproposalswithreferencetotheBoardsgoalsandobjectives;todeterminetheremunerationpackagesofindividualDirectors(executive,non-executiveorindependentnon-ex
147、ecutive),executive officers and senior management;toreviewandapprovethecompensationpayabletoDirectors(executive,non-executiveorindependentnon-executive),executive officers and senior management for any loss or termination of office or appointment;toreviewandapprovecompensationarrangementsrelatingtod
148、ismissalorremovalofDirectors(executive,non-executive or independent non-executive)for misconduct;andtoensurethatnoDirectororanyofhis/herassociates(assuchtermisdefinedintheListingRules)isinvolvedindeciding his/her own remuneration.The Remuneration Committee currently consists of three members,includi
149、ng two independent non-executive Directors,namely Mr.Yoshihiro KOIZUMI(小泉義広)and Mr.Michio MINAKATA(南方美千雄),and an executive Director,namely Mr.Hisanori TANIGUCHI(谷口久徳).It is currently chaired by Mr.Yoshihiro KOIZUMI(小泉義広),an independent non-executive Director.Remuneration Committee meetings are held
150、at least once a year.During the year ended 31 March 2025,3 meetings were held and details of the Directors attendance during the year are set out below:Number of meetings attended/Eligible to attend Mr.Hisanori TANIGUCHI(谷口久徳)(Chairman)3/3Mr.Michio MINAKATA(南方美千雄)3/3Mr.Yoshihiro KOIZUMI(小泉義広)3/3The
151、works performed by the Remuneration Committee during the year include the following:reviewedandapprovedthemanagementsremunerationproposalswithreferencetotheBoardscorporategoalsand objectives for the year ended 31 March 2025;determined,withdelegatedresponsibility,theremunerationpackagesofindividualex
152、ecutiveDirectorsandseniormanagement for the year ended 31 March 2025;andmaderecommendationstotheBoardabouttheremunerationofnon-executiveDirectorandthenewlyappointedindependent non-executive Director for the year ended 31 March 2025.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202521Corporate Governance
153、 ReportFor the year ended 31 March 2025,the number of the senior management(including Directors)whose remuneration fell within the following bands is as follows:Emolument bandsNumber of individuals Below 10,000,000610,000,001 to 20,000,000220,000,001 to 30,000,00030,000,001 to 100,000,0001100,000,00
154、1 to 160,000,0001Nomination CommitteeThe Company established the Nomination Committee on 25 June 2014 with specific written terms of reference which are aligned with the code provision set out in the CG Code.Major duties of the Nomination Committee include:toreviewthestructure,sizeandcomposition(inc
155、ludingtheskills,knowledgeandexperience)oftheBoardannuallyand to make recommendations on any proposed changes to the Board to complement the Companys corporate strategy;tomakerecommendationstotheBoardontheappointmentorre-appointmentofDirectorsandsuccessionplanningfor Directors,in particular the Chair
156、man and the Chief Executive Officer;toidentifyindividualssuitablyqualifiedtobecomeDirectorsandtomakerecommendationtotheBoardontheselection of individuals nominated for directorship;toassesstheindependenceofindependentnon-executiveDirectors;andtooverseetheimplementationoftheBoardDiversityPolicy.The N
157、omination Committee currently consists of four members,including three independent non-executive Directors,namely Mr.Kuraji KUTSUWATA(轡田倉治),Mr.Akihito TANAKA(田中秋人)and Ms.Reiko HACHISUKA(蜂須賀禮子),and an executive Director,namely Mr.Hisanori TANIGUCHI(谷口久徳).It is currently chaired by Mr.Hisanori TANIGUC
158、HI(谷口久徳),an executive Director.The Nomination Committee held 5 meetings during the year ended 31 March 2025.Details of the Directors attendance during the year are set out below:Number of meetings attended/Eligible to attend Mr.Hisanori TANIGUCHI(谷口久徳)(Chairman)5/5Mr.Kuraji KUTSUWATA(轡田倉治)5/5Mr.Akih
159、ito TANAKA(田中秋人)5/5Ms.Reiko HACHISUKA(蜂須賀禮子)Note 10/0Note 1:Ms.Reiko HACHISUKA was appointed as a member of the Nomination Committee on 26 May 2025.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202522Corporate Governance ReportThe works performed by the Nomination Committee during the year include the f
160、ollowing:reviewedthestructure,sizeandcomposition(includingtheskills,knowledge,experienceanddiversity)oftheBoard;approvedtherenewalofthetermofappointmentfortheDirectors;assessedtheindependenceoftheindependentnon-executiveDirectors;reviewedthemeasurableobjectiveinimplementingtheBoardDiversityPolicy;an
161、dmaderecommendationsontheappointmentofanindependentnon-executiveDirectorduringtheyear,andthe re-election of Directors at the AGM held on 28 June 2024.All Directors(including non-executive Director and independent non-executive Directors)have formal service contracts or letters of appointment with th
162、e Company for a term of one year commencing from their respective dates of appointment,subject to retirement in accordance with the Articles of Incorporation.At the AGM held on 28 June 2024,eight Directors retired from office in accordance with the Articles of Incorporation.Seven of them were re-ele
163、cted by the Shareholders to continue their offices as Directors.Mr.Akinori OHISHI was not re-elected at the AGM and retired as an executive Director with effect from the conclusion of the AGM held on 28 June 2024.The Nomination Committee has reviewed the Directors re-election plan to ensure that eve
164、ry Director will retire every year at an AGM.As at 31 March 2025,none of the independent non-executive Directors has served the Company for more than nine years.The Company has mechanisms in place to ensure independent views and input are available to the Board.To facilitate an effective meeting,the
165、 Board and Board committee meeting schedules are informed well in advance to the Directors.Meeting agenda,materials and information are provided to the Directors prior to the meetings.Any Director can give notice to the Chairman if he/she intends to include matters on the agenda of a Board meeting.A
166、ll Directors are welcome to raise enquiries,suggestions and views during the meetings.To encourage active participation,video conferences are arranged for Directors who are unable to attend in person.The Board has conducted an annual review on these mechanisms and considered they are in place and ar
167、e effective.Board Diversity PolicyThe Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance.The Company formulated the Board Diversity Policy which sets out the approach to a diversity of perspectives among members of its Board.With a view t
168、o achieving a sustainable and balanced development,the Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development.In December 2024,the Company appointed a female independent non-executive Direc
169、tor to the Board.In designing the Boards composition,Board diversity has been considered from a number of aspects,including but not limited to gender,age,cultural and educational background,ethnicity,professional experience,skills,knowledge and length of service.All Board appointments will be based
170、on meritocracy,and candidates will be considered against objective criteria,having due regard for the benefits of diversity on the Board.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202523Corporate Governance ReportSelection of candidates will be based on a range of diversity perspectives appropriate t
171、o the requirements of the Companys business operations and environment as well as the industry in which the Company operates.The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.In addition,the Company is committed to providing career dev
172、elopment and training opportunities for its staff who it considers to have the suitable experience,skills and knowledge with an aim to promote them to senior management or Directors.The Company will also ensure that there is gender diversity in staff recruitment at mid to senior levels so as to deve
173、lop a pipeline of potential successors to the Board.For details of the gender ratio in the Companys workforce as at 31 March 2025,please refer to the ESG report of the Company for the year ended 31 March 2025.The Boards current composition comprises 7 male Directors and 1 female Director with differ
174、ent ages,lengths of service and diversity perspectives,which have been disclosed in biographical information shown in“Profile of Directors and Senior Management”on pages 29 to 32 of this annual report.The Nomination Committee will continuously monitor and review the implementation and operation of t
175、he Board Diversity Policy and the progress towards achieving the measurable objectives,and also review the Board Diversity Policy to ensure its effectiveness from time to time,as appropriate.The Nomination Committee will discuss any revisions that may be required,and recommend any such revisions to
176、the Board for consideration and approval.The Board Diversity Policy has been published on the Companys website for public information.Workforce DiversityAs at 31 March 2025,the Groups total workforce comprised of 44%female and 56%male.The current gender diversity of workforce was appropriate taking
177、into account the business models and operational needs.The Group continually strives to ensure equal opportunity across the workplace,including recruitment,hiring,compensation,training and promotion for all employees based on their knowledge,experience and individual performance,regardless of their
178、gender.Directors Continuous Professional DevelopmentEach newly appointed Director is provided with necessary induction and information to ensure that he/she has a proper understanding of the Companys operations and businesses as well as his/her responsibilities under relevant statues,laws,rules and
179、regulations.The Company also arranges regular seminars to provide Directors with updates on the latest development and changes in the Listing Rules and other relevant legal and regulatory requirements from time to time.The Directors are also provided with regular updates on the Companys performance,
180、position and prospects to enable the Board as a whole and each Director to discharge their duties.Directors are encouraged to participate in continuous professional development to develop and refresh their knowledge and skills.All Directors participated in continuous professional development to deve
181、lop and refresh their knowledge and skills during the year ended 31 March 2025.The Companys external lawyers had facilitated Directors training by the provision of presentations,briefings and materials for the Directors primarily relating to the roles,functions and duties of a listed companys direct
182、or.All Directors had participated in continuous professional development and provided a record of their training for the financial year ended 31 March 2025 to the Company.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202524Corporate Governance ReportThe record of trainings received by each Director duri
183、ng the year ended 31 March 2025 is set out below:Name of DirectorsBriefings andupdates on the business,operationsand corporategovernance mattersAttending or participatingin seminars/workshops on directors duties Executive DirectorsMr.Hisanori TANIGUCHI(谷口久徳)(Chairman)YesYesMr.Masataka WATANABE(渡辺将敬)
184、YesYesMr.Akinori OHISHI(大石明徳)Note 1YesYesNon-executive DirectorMr.Hiroshi BANNAI(坂內弘)YesYesIndependent non-executive DirectorsMr.Michio MINAKATA(南方美千雄)YesYesMr.Yoshihiro KOIZUMI(小泉義広)YesYesMr.Kuraji KUTSUWATA(轡田倉治)YesYesMr.Akihito TANAKA(田中秋人)YesYesMs.Reiko HACHISUKA(蜂須賀禮子)Note 2YesYesNote 1:Mr.Akin
185、ori OHISHI retired as an executive Director on 28 June 2024.Note 2:Ms.Reiko HACHISUKA was appointed as independent non-executive Director on 18 December 2024,and had obtained the legal advice from the Companys legal adviser on 6 September 2024 pursuant to Rule 3.09D of the Listing Rules.Ms.Reiko HAC
186、HISUKA has confirmed she understood her obligations as a Director.AUDITORS REMUNERATIONDuring the year ended 31 March 2025,the total fee in relation to the annual audit of the Group amounted to 130 million,which was paid/payable to PricewaterhouseCoopers and its affiliated firms.The remuneration pai
187、d to PricewaterhouseCoopers and its affiliated firms for services rendered is listed as follows:2025 million Types of servicesStatutory audit and audit related services119Non-audit services(Note)11 Total130 Note:Non-audit services comprise primarily tax advisory services provided to the Group.NIRAKU
188、 GC HOLDINGS,INC.Annual Report 2024/202525Corporate Governance ReportJOINT COMPANY SECRETARIESThe joint company secretaries are Ms.YIU Wai Man Karen and Ms.NG Sau Mei.Ms.YIU Wai Man Karen is also the financial controller and is employed by the Company on a full-time basis.In order to uphold good cor
189、porate governance and ensure compliance with the Listing Rules and applicable Hong Kong laws,the Company also engages Ms.NG Sau Mei,director of the Listing Services Department of TMF Hong Kong Limited(a company secretarial service provider),as the other joint company secretary to assist Ms.YIU Wai M
190、an Karen to discharge her duties as company secretary of the Company.The primary contact person of Ms.NG Sau Mei at the Company is Ms.YIU Wai Man Karen.During the year ended 31 March 2025,Ms.YIU Wai Man Karen and Ms.NG Sau Mei have undertaken not less than 15 hours of relevant professional training
191、respectively in compliance with Rule 3.29 of the Listing Rules.DIRECTORS SECURITIES TRANSACTIONSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules(the“Model Code”)as its own code of conduct regarding securi
192、ties transactions by Directors.Having made specific enquiry with all Directors,the Directors confirmed that they had complied with the required standard set out in the Model Code and the Companys code of conduct during the year ended 31 March 2025.DIRECTORS RESPONSIBILITY FOR THE FINANCIAL STATEMENT
193、SThe Board,supported by the finance department,is responsible for the preparation of the financial statements of the Company and the Group.The Board has prepared the financial statements in accordance with IFRS Accounting Standards issued by International Accounting Standard Board.Appropriate accoun
194、ting policies have also been used and applied consistently.The Directors were not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Groups ability to continue as a going concern.The statement by the auditor of the Group regarding its repor
195、ting responsibilities on the financial statements of the Company and the Group is set out in the Independent Auditors Report on pages 43 to 50 of this annual report.RISK MANAGEMENT AND INTERNAL CONTROLThe Company has formulated the risk management policy and processes which apply to all levels of th
196、e Company and its subsidiaries to ensure all material risks which the Company is exposed to are properly identified,analysed,evaluated,responded,monitored and communicated.The Board acknowledges its responsibility to ensure that the Company establishes and maintains sound risk management and interna
197、l control systems within the Group and to review the effectiveness of the systems.Such systems are designed to manage and mitigate risks inherent in the Group to an acceptable level,rather than eliminate the risk of failure to achieve business objectives,and can only provide reasonable assurance aga
198、inst material misstatement or loss.The structure of the Companys risk management and internal control systems is to ensure(i)appropriate policies and control procedures have been designed and established to safeguard the Groups assets against improper use or disposal;(ii)relevant laws and regulation
199、s are adhered to and complied with;and(iii)reliable financial and accounting records are maintained in accordance with relevant accounting standards and regulatory reporting requirements.The main structure of the systems involves the Board,the Audit Committee,the internal audit department,the risk m
200、anagement office and the management of the Company.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202526Corporate Governance ReportThe Board:ensures effective systems are maintained in order to safeguard the assets of the Group;defines management structure with clear lines of responsibility and limit of
201、authority;and determines the nature and extent of significant risk that the Company is willing to take in achieving the strategic objectives and formulates the Groups risk management strategies.The Audit Committee:oversees the systems of the Group;reviews and discusses with the management of the Com
202、pany to ensure that the management of the Company has performed its duty to have the effective systems;and considers major findings on internal control matters and makes recommendations to the Board.The internal audit department:analyses and appraises independently the adequacy and effectiveness of
203、the Companys risk management and internal control systems;reports internal audit findings to the Audit Committee;and provides recommendations for improvement.The risk management office:assists the management of the Company in formulating risk management policies,tools and processes;gives advice on t
204、he design of the systems and action plans taken by the management of the Company in addressing the identified risks;ensures appropriate actions are taken against major risks which affect the Groups businesses and operations;and monitors and reviews the systems and reports to the Audit Committee.The
205、management of the Company(includes heads of departments and business units):designs,implements and monitors the systems and ensures the systems are executed effectively;identifies risks and takes measures to mitigate risks in day-to-day operations;gives prompt responses and conducts follow-up action
206、s against internal control matters raised by internal auditors(if any)or the independent auditor;and provides confirmation to the Board on the effectiveness of the systems.Risk management and internal control systems are reviewed at least semi-annually.During the year ended 31 March 2025,the Company
207、 had carried out the following works in relation to risk management and internal control:ThemanagementoftheCompany,throughdailyriskmanagementactivities,identifiedmajorrisksthatmayimpactthe Groups performance;assessed and evaluated the likelihood of occurrence of the identified risks;formulated and i
208、mplemented measures,controls and action plans to manage and mitigate such risks;Riskmanagementofficemonitoredandreviewedtheriskmanagementandinternalcontrolsystemsonanongoingbasis and reported to the Audit Committee regarding the status of the systems;Riskmanagementofficeperiodicallyfollowedupandrevi
209、ewedtheimplementationofthemeasuresagainstmajorrisks identified and ensured appropriate actions were taken to address all major risks identified;Riskmanagementofficereviewedtheriskmanagementandinternalcontrolsystemsperiodicallytoidentifyprocessand control deficiencies,and designed and implemented rem
210、edial actions to address such deficiencies;NIRAKU GC HOLDINGS,INC.Annual Report 2024/202527Corporate Governance ReportRiskmanagementofficeensuredappropriateproceduresandmeasureswereinplacetosafeguardassetsagainstunauthorised use or disposition,control capital expenditure,maintain proper accounting r
211、ecords and ensure reliability of financial information used for business and publications;Internalauditdepartmentcarriedoutanalysisandindependentappraisaloftheadequacyandeffectivenessoftherisk management and internal control systems;examined risk-related documentation prepared by the management of t
212、he Company and conducted interviews with employees at all levels;andTheheadofinternalauditdepartmentattendedmeetingsoftheAuditCommitteeandreportedontheinternalauditfindings and responded to queries from members of the Audit Committee.The Group also has a formal written whistleblowing policy to enabl
213、e officers and employees at all levels and divisions to communicate their concerns about any aspect of risks and internal operations.The Company has internal guidelines in place to ensure inside information is disseminated to the public in accordance with the applicable laws and regulations.Executiv
214、e officers and financial function of the Group are delegated with responsibilities to control and monitor the proper procedures regarding inside information disclosures.Access to inside information is restricted to relevant senior executives.Relevant personnel and other professional parties involved
215、 are reminded to preserve confidentiality of the inside information until it is publicly disclosed.Other procedures including pre-clearance on dealing in Companys securities by Directors and designated members of the management,notification of regular blackout period and securities dealing restricti
216、ons to Directors and employees,and identification of project by code name have also been implemented by the Company against possible mishandling of inside information within the Group.During the year ended 31 March 2025,the Board reviewed,through the Audit Committee,the Groups risk management and in
217、ternal control systems and was not aware of any significant issues that would have an adverse impact on the effectiveness and adequacy of the risk management and internal control systems throughout the year.SHAREHOLDERS RIGHTSRights to demand Directors to call for a Shareholders meetingAny one Share
218、holder holding no less than 3%of the voting rights in the Company for the last six consecutive months may request the Directors to convene a general meeting.If the Directors do not send out a convocation notice for such general meeting to be held and such Shareholders meeting is not convened by the
219、Directors within eight weeks from the date of such request,the relevant Shareholder who made the request may convene a general meeting with court permission.Rights to put enquires to the BoardThe Board and senior management maintain a continuing dialogue with the Shareholders and investors through v
220、arious channels including the AGM.The Chairman,chairmen of the Board committees(or respective designated member),executive officers and external auditors will attend the AGM.The Directors will answer questions raised by the Shareholders on the performance of the Group.The Companys website which cont
221、ains corporate information,announcements as well as the recent developments of the Group enables Shareholders to have timely and updated information of the Group.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202528Corporate Governance ReportRights to demand Directors to include a proposal in a Sharehold
222、ers meetingShareholders continuously holding not less than 1%of the votes of all Shareholders or not less than 300 votes of all Shareholders for the preceding six months may demand the Directors,no later than eight weeks prior to the date of the Shareholders meeting,to notify Shareholders of the sum
223、mary of the proposals which the demanding Shareholders intend to submit with respect to the matters that are the purpose of the Shareholders meeting and include a proposal in the notices of the Shareholders meetings.The Company will notify the Shareholders of the date on which an AGM is to be held n
224、o less than ten weeks prior to the date of such meeting by making a voluntary announcement on the websites of the Company and the Stock Exchange.INVESTOR RELATIONSTo manage its relationship with investment community and its Shareholders,the Company also communicates through announcements and annual
225、and interim reports.All such reports and announcements can also be accessed via the Companys website.The Directors,joint company secretary or other appropriate members of the senior management of the Company also respond to inquiries from Shareholders and investment community promptly.Shareholders w
226、ho intend to put forward their enquiries about the Company to the Board could send their enquiries via Strategic Financial Relations Limited at .hk.The Board has carried out an annual review on the above policy regarding Shareholders communication,and considered that such policy has been properly im
227、plemented during the year ended 31 March 2025 and is effective.CHANGE IN CONSTITUTIONAL DOCUMENTSDuring the year,the Articles of Incorporation have been amended for the purpose of,among others,bringing the Articles of Incorporation in line with the latest regulatory requirements under the expanded p
228、aperless listing regime and electronic dissemination of corporate communications by listed issuers and the relevant amendments made to the Listing Rules which took effect on 31 December 2023.The amended Articles of Incorporation were approved at the AGM held on 28 June 2024 and took effect on 12 Jul
229、y 2024.Save as disclosed herein,there was no significant change in the Companys constitutional documents made during the year.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202529Profile of Directors and Senior ManagementCHAIRMAN,EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICERMr.Hisanori TANIGUCHI(谷口久徳),a
230、ged 62,is the primary leadership figure of the Group.He was appointed as the representative Director and president*(代表取締役社長)of the Company on 10 January 2013,the date of incorporation of our Company,and was re-designated as an executive Director and Chief Executive Officer on 25 June 2014.Apart from
231、 his roles as an executive Director and Chief Executive Officer,Mr.Taniguchi was appointed as the Chairman in February 2013,and is responsible for the Groups overall corporate strategies,management and business development.Mr.Taniguchi joined the Group in April 1983,deployed in a number of departmen
232、ts across our operations,from human resources to hall development and sales.Throughout his 42 years of experience with the Group,he has acquired extensive knowledge in a wide array of aspects in pachinko and pachislot hall operations.Mr.Taniguchi first involved in our overall general management in N
233、ovember 2002,when he was appointed as the managing director*(常務取締役)of Niraku Corporation.He was subsequently elected as the vice president*(取締役副社長),president*(取締役社長)and representative director and president*(代表取締役社長)of Niraku Corporation in June 2008,June 2009 and April 2010,respectively.He has been
234、 the representative director and chairman of Niraku Corporation since 1 April 2025.EXECUTIVE DIRECTORMr.Masataka WATANABE(渡辺将敬),aged 56,was appointed as an executive Director in June 2019.He worked at Yamaichi Securities Co.,Ltd.*(山一證券株式会社)from 1993 to 1994,where he was involved in securities,and fr
235、om 1995 to 2015,he worked at Hikari Tsushin Inc.*(株式会社光通信),where he was involved in business strategy and accounting.He was appointed as a director*(取締役)and a member of the audit committee*(監査等委員)of Hikari Tsushin Inc.*(株式会社光通信)in June 2017,in which capacity he serves to the present.Hikari Tsushin I
236、nc.*(株式会社光通信)is an information and telecommunications services company listed on the Tokyo Stock Exchange(stock code:9435).In December 2018,Mr.Watanabe joined the Group as an adviser*(特別顧問)of the Company.Mr.Watanabe graduated from The University of Tokyo*(東京大学),Faculty of Economics,in October 1992.M
237、r.Watanabe is well versed in the areas of securities trading,accounting and auditing,and he was nominated by the Board to provide advice based on his experience and expertise.NON-EXECUTIVE DIRECTORMr.Hiroshi BANNAI(坂內弘),aged 86,was appointed as a non-executive Director in June 2016.He had served as
238、a police officer in Fukushima Prefecture from 1962 to his retirement from the police force in 1999,during which he was mainly responsible for handling matters related to antisocial organisations.Mr.Bannai then served as an executive director*(専務理事)for the Fukushima Prefecture Amusement Business Asso
239、ciation*(福島県遊技業協同組合).Relying on his experience from the police force,Mr.Bannai had also been an advisor for Fukushima Bank*(福島銀行)from 2002 to 2009 and an advisor for Xebio Co.,Ltd.*(株式会社)from 2003 to 2021.Mr.Bannai received his education from the Fukushima Prefectural Wakamatsu Commercial High Schoo
240、l*(福島県立若松商業高等学校).Mr.Bannai was appointed to the Board to supervise the Groups compliance with applicable laws and regulations relating to adult entertainment.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202530Profile of Directors and Senior ManagementINDEPENDENT NON-EXECUTIVE DIRECTORSMr.Michio MINAKAT
241、A(南方美千雄),aged 58,was appointed as an independent non-executive Director in June 2016.He started his career at KPMG Century Audit Corporation*(KPMG監査法人).Mr.Minakata then worked for several companies and offices including NASDAQ Japan*()based on his capability in the accounting field.Mr.Minakata is cu
242、rrently serving as the representative director*(代表取締役)of IPO Bank Limited*(株式会社IPO)and the partner*(代表社員)of Mavrick Tax Corporation*(税理士法人).Mr.Minakata received a bachelors degree in economics from Keio University*(慶応義塾大学)in March 1990.Mr.Minakata has also been a member of the Japanese Institute of
243、Certified Public Accountants since May 1996.Mr.Minakata was appointed to the Board to provide advice to the Company based on his accounting and management background and expertise.Mr.Yoshihiro KOIZUMI(小泉義広),aged 70,was appointed as an independent non-executive Director in June 2016.He worked for sev
244、eral leading Japanese and foreign companies over the years,including Toshiba Co.,Ltd.*(株式会社東芝)from 1979 to 1986 and Daiwa Securities Co.,Ltd.*(大和証券株式会社)from 1986 to 1992.Mr.Koizumi also has experience in working for banks and financial institutions,including Deutsche Bank*(銀行)from 1994 to 1997 and S
245、ociete General Bank*(銀行)from 1997 to 2002.Thereafter,Mr.Koizumi also served as the representative director*(代表取締役)of Mariner Financial Service Co.,Ltd.*(株式会社)from 2002 to 2015 and has been serving as the representative director*(代表取締役)of Clear Markets Japan Co.,Ltd.*(Clear Markets Japan 株式会社)since 2
246、014.Mr.Koizumi graduated from the Department of Commerce Science at Keio University*(慶応義塾大学商学部).Mr.Koizumi has also obtained his qualification as a certified public accountant in the United States in 1991.Mr.Koizumi was appointed to the Board to provide advice to the Company based on his financial a
247、nd management background and expertise.Mr.Kuraji KUTSUWATA(轡田倉治),aged 83,was appointed as an independent non-executive Director in June 2019.He worked at the Iwase village office*(岩瀬村役場)from 1961 to 1975 before joining food vendor“Kutsuwata Shoten”(currently known as Kutsuwata Shoten Co.,Ltd.*(有限会社商
248、店)in 1975.While serving as the Companys representative Director*(代表取締役)from 1980 onwards,in 1985,he established Yappu Kogyo Co.,Ltd.*(有限会社工業),an optical component assembly and processing company,and has served as its representative director*(代表取締役)to this day.In addition,he served as a member*(議員)of
249、 the Iwase Village Council*(岩瀬村議会)and as chairman*(会長)of the Iwase Society of Commerce and Industry*(岩瀬村商工会),and in 2004,he became a director*(理事)of the Fukushima Federation of Societies of Commerce and Industry*(福島県商工会連合会),which oversees management support projects and regional economy promotion pr
250、ojects run by societies of commerce and industry in Fukushima Prefecture.From 2012 to 2024,he served as chairman*(会長)of the Federation and is currently an advisor.A society of commerce and industry is an economic organisation that supports the business activities of small and medium-sized enterprise
251、s.Mr.Kutsuwata graduated from Fukushima Prefectural Sukagawa High School*(福島県立須賀川高等学校).Mr.Kutsuwata has contributed to the development of the regional economy,and his perspective is in line with the regional management strategies that our Group is aiming for,so he has been nominated by the Board to
252、provide advice based on his experience.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202531Profile of Directors and Senior ManagementMr.Akihito TANAKA(田中秋人),aged 77,was appointed as an independent non-executive Director in July 2020.He worked at AEON Co.,Ltd.*(株式会社)from 1970 to 2013,where he was involve
253、d in the founding of AEON Hong Kong,and has been active in overseas business development in China and ASEAN for 30 years.AEON Co.,Ltd.is one of the largest companies in Japan with retail store operations listed on the Tokyo Stock Exchange(8267:JP).After retiring from AEON Co.,Ltd.,he established Str
254、ategic Center of Asia Co.,Ltd.*(株式会社戦略本部)in September 2013 and are involved in management consulting operations as president and representative director*(代表取締役社長).In addition,he served as president*(理事長)of General Incorporated Foundation Asian Food Business Association*(財団法人協会)and provided support f
255、or restaurant and retail business in Asia until March 2022.Mr.Tanaka graduated from Kansai University*(関西大学),Faculty of Letters,Department of Journalism,in March 1970 in Japan.Mr.Tanaka is well versed in the areas of the development of restaurant and retail businesses in China and the ASEAN region,a
256、nd he was nominated by the Board to provide advice based on his experience.Ms.Reiko HACHISUKA(蜂須賀禮子),aged 72,was appointed as an independent non-executive Director in December 2024.She commenced her floral business in Fukushima Prefecture at the age of 32,and has steadily managed it for many years s
257、ince then.Her business acumen is highly regarded in the local community,and she has served as the chairman*(会長)of the Okuma Town Chamber of Commerce and Industry*(福島県大熊町商工会)in Fukushima Prefecture since 2009,and as the chairman*(会長)of the Sosu District Chamber of Commerce and Industry Liaison Counci
258、l*(相双地区商工会連絡協議会)and the vice chairman*(副会長)of the Fukushima Prefecture Chamber of Commerce and Industry Association*(福島県商工会連合会)since 2023.Ms.Hachisuka has been actively participating in public positions beyond Fukushima Prefecture,such as being invited as an external expert of the Specific Nuclear F
259、acility Monitoring and Assessment Investigative Commission in 2015.Ms.Hachisuka graduated from Fukushima Prefectural Namie High School*(福島県立浪江高等学校)in March 1971.Her extensive network and deep understanding of the local community is invaluable in improving the quality of service and strengthening coo
260、peration between the Group and the local community,so she has been nominated by the Board to provide advice based on her experience.EXECUTIVE OFFICERMr.Hidenori MOROTA(諸田英模),aged 59,has been appointed as the Executive Officer since November 2014.He is also a director of Niraku Corporation since June
261、 2012.He is the head of sales department and oversees the advertising,marketing,sales,machine selection and general prize offerings functions of the Group.Mr.Morota joined the Group in October 1988 and was elected as a director of Niraku Corporation in June 2001 and was subsequently promoted to an e
262、xecutive officer*(執行役)in June 2005.He served as a Director of the Company between January 2013 and June 2014,and was designated as the Executive Officer in November 2014.Mr.Morotas industry positions include the chief director*(理事長)at the Fukushima Prefecture Amusement Business Association*(福島県遊技業協同
263、組合連合会)since June 2015,and the chairman*(会長)of the Liaison Council of Amusement Business Association in the Tohoku region*(東北地區遊技業協同組合連絡協議会)since May 2022.He has been the representative director and president*(代表取締役社長)of Nexia Inc.since September 2020 and has been the director and president of Niraku
264、 Corporation since 1 April 2025.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202532Profile of Directors and Senior ManagementSENIOR MANAGEMENTMr.Tatsuo TANIGUCHI(谷口龍雄),aged 71,was appointed as the representative director and president*(代表取締役社長)of Nexia Inc.in June 2009.His primary duties within the Gro
265、up are the oversight of property activities,including the selection,acquisition and maintenance of the lands and premises of our pachinko halls.He also manages the office premises and residential apartment building owned by the Group which were leased to third party customers as an ancillary busines
266、s.Mr.Taniguchi joined the Group in 1974 and resigned his office as a director of the Group in 2014.Mr.Taniguchi remains his advisory role within the Group,focusing on property activities.Mr.Taniguchi is the brother of the Chairman and is therefore his associate under the Listing Rules.Mr.Taniguchi i
267、s also a controlling shareholder of the Company and also a person acting in concert with the Chairman within the meanings of the Code on Takeovers and Mergers and Share Buy-backs.*For identification purpose onlyNIRAKU GC HOLDINGS,INC.Annual Report 2024/202533Report of the DirectorsThe Directors are
268、here to present the annual report of the Company together with the audited consolidated financial statements of the Group for the year ended 31 March 2025.PRINCIPAL ACTIVITIESThe principal activity of the Company is investment holding.The Company and its subsidiaries comprising the Group are princip
269、ally engaged in pachinko and pachislot hall operations,amusement arcade operations,hotel operations and restaurant business in Japan.The principal activities of the subsidiaries are set out in Note 38 to the consolidated financial statements.The operating segment of the Group for the year ended 31 M
270、arch 2025 is set out in Note 5 to the consolidated financial statements.BUSINESS OVERVIEWBusiness ReviewContinued improvement in consumer confidence as economic recovery picks up along with the uptrend in disposable income as wages hike,the Groups domestic business in Japan and its overseas investme
271、nts in Southeast Asian countries have seen a continuous upswing in their revenues.For the year ended 31 March 2025,revenue of the Group amounted to 28,316 million,recording a noticeable increase of 1,361 million,as compared to 26,955 million in 2024.Profit before tax for the year ended 31 March 2025
272、 was 1,652 million,with the profit attributable to the owners of the Company amounted to 607 million.Pachinko revenue increased by 781 million for the year ended 31 March 2025,from 23,944 million in prior year to 24,725 million in current year.Frequent replacement of game machines,adjusting the mach
273、ine mix between pachinko and pachislot,as well as optimising the pay-out ratio are the Groups main strategies on broadening its revenue and driving higher hall traffic.For the year ended 31 March 2025,investment placed on machine replacement amounted to 7,751 million.In addressing the rising demand
274、for slot machines,the number of slot machines has increased to over 11,400 units,a rise of 7.4%as compared to prior year.Further,the pay-out ratio is adjusted upward by 1.2%as compared to prior year,providing a greater chance for players in winning prizes,which in return,driving higher customer turn
275、over rate.These strategic measures have seen a proven success in increasing revenue and machine utilisation rate for the year ended 31 March 2025.The Group strives to curtail its spending through streamlining operating structure and deploying digital technology,such as“Self-POS”,a self-serviced priz
276、e-exchange system,to improve productivity in order to maintain a sustainable growth.For the year ended 31 March 2025,revenue from amusement arcades business amounted to 1,648 million,a decrease in revenue by 39 million as compared to prior year,which was resulted from the decrease in sales income fr
277、om Vietnam due to temporary suspension of northern arcades caused by the impact of typhoon,and the closure of an unprofitable arcade during the current year.On the other hand,with the combination of rising income,strong household consumption and increased leisure spending,the economy in Cambodia con
278、tinues to thrive.For the year ended 31 March 2025,revenue generated from Cambodia amounted to 606 million,increased by 9.9%as compared to prior year.Partnering with AEON,a renowned shopping mall developer,remains the key strategic approach of the Group in its Southeast Asian investment.Further to th
279、e opening of an amusement arcade at AEON Hue in January 2025,a medium-sized arcade will be rolled out at AEON Tan An mall.The management remains confident in achieving persistent revenue growth in Southeast Asian markets.The Groups food and beverage business comprises 3 Spanish restaurants named“LIZ
280、ARRAN”,3 cafs named“KOMEDA”,2 Taiwanese bubble tea cafs called“Gong Cha”,and a first-ever private branded restaurant,PLANCHA L THE YOKOHAMA FRONT,which are all located in Japan.Revenue from this sector surged by 46.9%,from 708 million for the year ended 31 March 2024 to 1,040 million in the current
281、year.The popularity of caf visiting and the rising bubble tea culture,together with the PLANCHA L fusion cuisine,has contributed to a steadfast growth in this sector.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202534Report of the DirectorsWith the influx of international tourists and inbound visitors
282、aided by weak Japanese Yen,hospitality industry in Japan continues to show a robust growth.In addition to the acquisition of two onsen inns in August 2024,subsequent to the year ended 31 March 2025,the Group,through its indirect non-wholly-owned subsidiary,entered into 2 separate transactions in Apr
283、il 2025 for the acquisitions of land and building where onsen inns are erected.These onsen inns are established in ideal locations attractive to leisure tourists travelling to Japan.With the vibrant tourism in Japan,the Group is optimistic in this business sector.The economy ahead is expected to be
284、volatile as the increase in global trade tensions casts impact on consumer sentiment.Nevertheless,the Group has demonstrated resilience amidst the severity of economic condition.The Group is open to any possible options for market expansion including business buyout and new outlet set up.Further det
285、ails of the business,prospects and development of the Group,and analysis of the Groups performance for the year ended 31 March 2025 are available in the sections“Chairmans Statement”on pages 6 to 9 and“Management Discussion and Analysis”on pages 10 to 15 of this annual report.Financial Key Performan
286、ce IndicatorsCertain financial key performance indicators which complement and supplement the financial disclosures are set out in“Financial Review”on pages 10 to 11 and the“Consolidated Financial Statements”on pages 51 to 56 of this annual report.Relationship with SuppliersThe Groups major supplier
287、s consist of pachinko and pachislot machine suppliers,game machines suppliers,G-prize wholesalers,and general prize suppliers.These suppliers are relatively large and reputable corporations with long-standing relationships with the Group.On average,the Group has over ten years of business dealings w
288、ith its major suppliers.Relationship with CustomersThe Groups revenue comes from pachinko and pachislot business,amusement arcade business,and vending machines.As a pachinko hall and amusement arcade operator,the Group has a large and diverse customer base across Japan,Cambodia and Vietnam.Regarding
289、 vending machine business,revenue derived from the Groups top five largest customers accounted for less than 1%of total revenue of the Group for the year ended 31 March 2025.Relationship with EmployeesThe Groups success,to a considerable extent,depends upon its ability to attract,motivate and retain
290、 a sufficient number of qualified employees,including area managers,hall managers,sales managers and staff.The Group offers competitive wages,bonuses and other benefits to full time employees.Opportunity for advancement is also crucial in building employee loyalty and work dedication.The Group provi
291、des clear career paths,job rotation and training to its full time employees.As at 31 March 2025,the Group employed 1,012 staff for pachinko and pachislot business,and 258 staff for amusement arcades business.Environmental PolicyPursuant to Amusement Business Law and local ordinances,a pachinko licen
292、se holder must conduct business in such a way as not to cause noise or vibrations(limited to voices of people and other noises and vibrations that are part of operating a business)in the area surrounding the place of business that exceed the limits specified by prefectural ordinances.To ensure compl
293、iance with such laws and regulations,the Group had appointed a manager to supervise and monitor the compliance,formulate internal standards regarding such matters,and keep records of any relevant incidents.Licenses,Regulatory Approvals and Compliance RecordThe Group had complied with the Listing Rul
294、es and all relevant Japan,Cambodia and Vietnam laws and regulations in all material respects and had obtained all material licenses,approvals and permits from relevant regulatory authorities for all of its pachinko halls and amusement centres in 2025.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202535R
295、eport of the DirectorsPrincipal Risks and UncertaintiesPrincipal risks and uncertainties the Group faces include:risksrelatedtocontinuousshrinkageofpachinkoplayersintheindustry;risksrelatedtonaturaldisasters,suchasearthquakeandtsunami;risksrelatedtohumanresourcesandsystemsapplication;uncertaintyasto
296、theprofitabilityofnewhallsandarcades;uncertaintyastotheperformanceoftheGroupsexistinghallsandarcades;uncertaintyastotheexpansionofhallandarcadenetwork;uncertaintyastothechangeofAmusementBusinessLawandrelatedlawsandregulations;anduncertaintyastotheimpactonpachinkoindustryafterthepassageoftheIRPromoti
297、onAct.RESULTS AND APPROPRIATIONThe results of the Group for the year ended 31 March 2025 are set out in the consolidated statement of comprehensive income on pages 51 to 52 of this annual report.The Directors have declared the payment of a final dividend of 0.12 per common share totaling 144 million
298、 to the Shareholders.Such dividend will be payable on 15 July 2025 to the Shareholders whose names appear on the register of members of the Company at the close of business on 13 June 2025.DIVIDEND POLICYThe Company has adopted a dividend policy(the“Dividend Policy”),which aims at setting out the pr
299、inciples and guidelines that the Company intends to apply in relation to the declaration,payment or distribution of its net profits as dividends to the Shareholders.Under the policy,in recommending or declaring dividends,the Company shall maintain adequate cash reserve for meeting its working capita
300、l requirements and future growth as well as its Shareholders value.The Company does not have any pre-determined dividend payout ratio.The Board has the discretion to declare and distribute dividends to the Shareholders,subject to the Articles of Incorporation and all applicable laws and regulations
301、and the various factors stipulated.When determining declaration or payment of dividends,the Company shall consider the following matters:theCompanysactualandexpectedfinancialperformance;retainedearningsanddistributablereservesoftheCompanyandeachofthemembersoftheGroup;theGroupsworkingcapitalrequireme
302、nts,capitalexpenditurerequirementsandfutureexpansionplans;theGroupsliquidityposition;NIRAKU GC HOLDINGS,INC.Annual Report 2024/202536Report of the Directorsgeneraleconomicconditions,businesscycleoftheGroupsbusinessandotherinternalorexternalfactorsthatmayhave an impact on the business or financial pe
303、rformance and position of the Company;andotherfactorsthattheBoarddeemsrelevant.Any unclaimed dividend shall not be forfeited until the lapse of six years after the date of declaration of such dividend in accordance with the Articles of Incorporation.The Board will review the Dividend Policy as appro
304、priate from time to time.The Dividend Policy has been published on the Companys website for public information.FINANCIAL SUMMARYA summary of the results and the assets and liabilities of the Group for the last five financial years is set out on pages 4 and 5 of this annual report.SHARE CAPITALDetail
305、s of the share capital for the year ended 31 March 2025 are set out in Note 25 to the consolidated financial statements.EQUITY-LINKED AGREEMENTSDuring the year ended 31 March 2025,the Group did not enter into any equity-linked agreements.RESERVES AND DISTRIBUTABLE RESERVESMovements in reserves durin
306、g the year are set out in the consolidated statement of changes in equity on page 55 of this annual report.Distributable reserves of the Company as at 31 March 2025 amounted to approximately 2,228 million.BANK LOANS AND OTHER BORROWINGSParticulars of bank loans and other borrowings of the Company an
307、d the Group as at 31 March 2025 are set out in Note 29 to the consolidated financial statements.PRE-EMPTIVE RIGHTSThere is no provision for pre-emptive rights under the Articles of Incorporation or the laws of Japan.PURCHASE,SALE OR REDEMPTION OF LISTED SECURITIESThe Company did not redeem any of it
308、s listed securities during the year ended 31 March 2025 and up to the date of this annual report.Neither the Company nor any of its subsidiaries purchased or sold any of the Companys listed securities(including sale of treasury shares,if any)during the year ended 31 March 2025.As at 31 March 2025,th
309、e Company did not hold any treasury shares.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202537Report of the DirectorsDIRECTORSThe Directors during the year and up to the date of this annual report were:Executive DirectorsMr.Hisanori TANIGUCHI(谷口久徳)Mr.Masataka WATANABE(渡辺将敬)Mr.Akinori OHISHI(大石明徳)Note 1
310、Non-executive DirectorMr.Hiroshi BANNAI(坂內弘)Independent Non-executive DirectorsMr.Michio MINAKATA(南方美千雄)Mr.Yoshihiro KOIZUMI(小泉義広)Mr.Kuraji KUTSUWATA(轡田倉治)Mr.Akihito TANAKA(田中秋人)Ms.Reiko HACHISUKA(蜂須賀禮子)Note 2Note 1:Mr.Akinori OHISHI retired as an executive Director on 28 June 2024.Note 2:Ms.Reiko H
311、ACHISUKA was appointed as an independent non-executive Director on 18 December 2024.In accordance with articles 29 of the Articles of Incorporation,all Directors will retire at the forthcoming AGM and,being eligible,offered themselves for re-election.The Company considers that all of the independent
312、 non-executive Directors are independent based on the independence guidelines set out in Rule 3.13 of the Listing Rules.DIRECTORS SERVICE CONTRACTS AND LETTERS OF APPOINTMENTNone of the Directors has a service contract or letter of appointment with the Company or any of its subsidiaries which is not
313、 determinable within one year without payment of compensation,other than statutory compensation.DIRECTORS MATERIAL INTERESTS IN TRANSACTIONS,ARRANGEMENTS AND CONTRACTS OF SIGNIFICANCE IN RELATION TO THE GROUPS BUSINESSSave as disclosed in this annual report,no transactions,arrangements and contracts
314、 of significance in relation to the Groups business to which the Company,any of its subsidiaries was a party and in which a Director and the Directors connected party had a material interest,whether directly or indirectly,subsisted at the end of the year or at any time during the year.DIRECTORS INTE
315、REST IN COMPETING BUSINESSSave as disclosed in this annual report,as at the date of this annual report,none of the Directors or their respective associates had engaged in or had any interest in any business which competes or may compete with the businesses of the Group.NIRAKU GC HOLDINGS,INC.Annual
316、Report 2024/202538Report of the DirectorsPERMITTED INDEMNITY PROVISIONThe Articles of Incorporation provide that the Company may execute an agreement with its Directors to limit their liability under Article 423 of the Companies Act in Japan.The Company has taken out and maintained Directors liabili
317、ty insurance throughout the year and up to date of this annual report,which provides appropriate cover for the Directors.REMUNERATION OF DIRECTORS AND FIVE INDIVIDUALS WITH HIGHEST EMOLUMENTSNo remuneration was paid to the Directors or the five highest paid individuals as an inducement to join or up
318、on joining the Group.Further,no compensation was paid to,or receivable by,the Directors or past Directors or the five highest paid individuals during the years ended 31 March 2025 and 2024 for the loss of office as director of any member of the Group or of any other office in connection with the man
319、agement of the affairs of any member of the Group.Details of the emoluments of the Directors and five highest paid individuals during the reporting period are set out in Notes 8 and 37 to the consolidated financial statements.DIRECTORS AND CHIEF EXECUTIVES INTERESTS AND/OR SHORT POSITIONS IN THE SHA
320、RES,UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY SPECIFIED UNDERTAKING OF THE COMPANY OR ANY OTHER ASSOCIATED CORPORATIONAs at 31 March 2025,the interests and short positions of the Directors and the chief executive of the Company and their associates in the shares,underlying shares and de
321、bentures of the Company and its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(the“SFO”)which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they
322、 were taken or deemed to have under such provisions of the SFO),or which were recorded in the register as required to be kept by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code set out in Appendix C3 to the List
323、ing Rules were as follows:NameCapacity/Nature of interestTotalApproximate%of shareholding Hisanori TANIGUCHI(谷口久徳)Beneficial owner85,624,184common shares7.16%Hiroshi BANNAI(坂內弘)Beneficial owner216,000common shares0.02%Notes:(1)All interests stated are long positions.(2)There were 1,195,850,460 share
324、s in issue as at 31 March 2025.NIRAKU GC HOLDINGS,INC.Annual Report 2024/202539Report of the DirectorsSave as disclosed above,as at 31 March 2025,none of the Directors and chief executive of the Company had or was deemed to have any interest or short position in the shares,underlying shares or deben
325、tures of the Company or its associated corporations(within the meaning of Part XV of the SFO)that was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they were taken or deemed to have unde
326、r such provisions of the SFO),or required to be recorded in the register to be kept by the Company under Section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.SUBSTANTIAL SHAREHOLDERS INTERESTS AND/OR SHORT POSITIONS IN THE SHARES AND UNDERL
327、YING SHARES OF THE COMPANYAs at 31 March 2025,to the best knowledge of the Directors,the following persons(not being a Director or chief executive of the Company)had interests or short positions in the shares or underlying shares of the Company which fall to be disclosed to the Company under the pro
328、visions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:NameCapacity/Nature of interestTotalApproximate%of shareholding Yoshihiro TANIGUCHI(谷口佳浩)Beneficial owner;interest of controlled corporation;custodian(
329、1)98,440,000 common shares8.23%Seiai TANIGUCHI(谷口正愛)Interest of a spouse(2)85,624,184 common shares7.16%Yurie TANIGUCHI(谷口祐莉恵)Interest of a spouse(3)98,440,000 common shares8.23%Okada Holdings LimitedBeneficial owner(4)80,500,000 common shares6.73%Universal Entertainment CorporationBeneficial owner(
330、4)80,500,000 common shares6.73%Tiger Resort Asia LimitedBeneficial owner(4)80,500,000 common shares6.73%DENSHO Co.,Ltd.Beneficial owner226,020,460 common shares18.90%JUKKI LimitedBeneficial owner181,470,000 common shares15.17%NIRAKU GC HOLDINGS,INC.Annual Report 2024/202540Report of the DirectorsNot
331、es:(1)The interests held by Mr.Yoshihiro TANIGUCHI(谷口佳浩)shown above include:(i)33,580,000 shares held in his own name for his own benefit;(ii)11,500,000 shares held by Daiki Limited*(有限会社大喜),a company collectively wholly-owned by his children,the voting rights of which are exercisable by Mr.Yoshihir
332、o TANIGUCHI(谷口佳浩);and(iii)53,360,000 shares held by the YT Family Trust for the benefit of his children,namely Mr.Akinori TANIGUCHI(谷口晃紀)and Mr.Masahide TANIGUCHI(谷口昌英).SMBC Trust Bank Ltd.*(株式会社SMBC信託銀行)is the trustee and assignee*(受託者)of the YT Family Trust and Mr.Yoshihiro TANIGUCHI(谷口佳浩)is entit
333、led to exercise the voting rights attached to the shares under the YT Family Trust.The interests under the YT Family Trust are equally distributed among the two beneficiaries under the YT Family Trust.(2)Ms.Seiai TANIGUCHI(谷口正愛)is the spouse of our Chairman and is therefore deemed to be interested in the shares that our Chairman is interested in under the SFO.(3)Ms.Yurie TANIGUCHI(谷口祐莉恵)is the spo
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