(Pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act)
Fiscal year (65th fiscal year)
from January 1, 2025
to December 31, 2025
OTSUKA CORPORATION
2-18-4 Iidabashi, Chiyoda-ku, Tokyo, Japan
（E05099）
These documents have been translated from a part of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail.
[Cover page]
[Document title] Annual Securities Report
[Clause of stipulation] Article 24, Paragraph 1 of the Financial Instruments and Exchange Act of Japan
[Place of filing] Director-General of the Kanto Local Finance Bureau
[Filing date] March 26, 2026
[Fiscal year] 65th fiscal year (from January 1, 2025 to December 31, 2025)
[Company name] Kabushiki Kaisha Otsuka Shokai
[Company name in English] OTSUKA CORPORATION
[Title and name of representative] Yuji Otsuka, President & Chief Executive Officer [Address of head office] 2-18-4 Iidabashi, Chiyoda-ku, Tokyo, Japan
[Telephone number] +81-3-3264-7111
[Name of contact person] Hironobu Saito, Director & Executive Corporate Officer; General Manager of Business Administration Headquarters
[Nearest place of contact] 2-18-4 Iidabashi, Chiyoda-ku, Tokyo, Japan
[Telephone number] +81-3-3264-7111
[Name of contact person] Hironobu Saito, Director & Executive Corporate Officer; General Manager of Business Administration Headquarters
[Place for public inspection] Osaka Northern Sales Dept., OTSUKA CORPORATION (6-14-1 Fukushima, Fukushima-ku, Osaka City)
Kanagawa Sales Dept., OTSUKA CORPORATION (3-3 Kinkocho, Kanagawa-ku, Yokohama City)
Keiyo Sales Dept., OTSUKA CORPORATION
(2-340 Katsushikacho, Funabashi City, Chiba Prefecture)
Northern Kanto Sales Dept., OTSUKA CORPORATION (1-195-1 Sakuragicho, Omiya-ku, Saitama City)
Kobe Branch, OTSUKA CORPORATION
(8-3-5 Isogamidori, Chuo-ku, Kobe City)
Tokyo Stock Exchange, Inc.
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo)
Part 1 Company Information
Overview of Company
Key Financial Data
Key financial data of group
Fiscal year
61st
62nd
63rd
64th
65th
Fiscal year-end
December 2021
December 2022
December 2023
December 2024
December 2025
Net sales
(millions of yen)
851,894
861,022
977,370
1,107,668
1,322,791
Ordinary profit
(millions of yen)
57,567
56,639
64,517
75,931
91,525
Profit attributable to owners of parent
(millions of yen)
39,927
40,022
47,448
53,481
64,303
Comprehensive income
(millions of yen)
43,702
43,911
48,066
54,087
71,964
Net assets
(millions of yen)
301,774
322,732
346,950
375,247
399,588
Total assets
(millions of yen)
486,254
523,016
561,805
673,903
729,200
Net assets per share
(yen)
1,575.64
1,684.53
904.83
977.84
1,039.88
Basic earnings per share
(yen)
210.59
211.09
125.13
141.04
169.58
Diluted earnings per share
(yen)
-
-
-
-
169.10
Equity ratio
(%)
61.4
61.1
61.1
55.0
54.1
Return on equity
(%)
13.9
13.0
14.3
15.0
16.8
Price earnings ratio
(times)
26.1
19.7
23.2
25.6
19.1
Net cash provided by (used in) operating activities
(millions of yen)
57,873
29,196
71,649
37,711
92,218
Net cash provided by (used in) investing activities
(millions of yen)
(9,160)
(8,355)
(21,473)
(11,949)
(20,475)
Net cash provided by (used in) financing activities
(millions of yen)
(21,957)
(23,307)
(23,839)
(25,891)
(47,613)
Cash and cash equivalents (millions at end of period of yen)
205,746
203,274
229,615
229,488
253,620
Number of employees [average number of temporary employees not included in above]
(persons)
9,171
[1,351]
9,208
[1,431]
9,421
[1,551]
9,680
[1,680]
10,079
[1,597]
(Notes) 1. Diluted earnings per share up to the 62nd fiscal year are not stated, as there are no dilutive shares.
Diluted earnings per share for the 63rd fiscal year and the 64th fiscal year are not stated, as there are no dilutive shares with dilutive effect.
The Company and its consolidated subsidiaries have applied “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and others from the beginning of the 62nd fiscal year. Key financial data from the 62nd fiscal year reflects these accounting standards.
The Company implemented a two-for-one stock split of its common stock with an effective date of April 1, 2024. Accordingly, net assets per share and basic earnings per share stated above are calculated on the assumption that the stock split was implemented at the beginning of the 63rd fiscal year.
The Company and its consolidated subsidiaries have applied “Accounting Standard for Current Income Taxes” (ASBJ Statement No. 27, October 28, 2022, hereinafter referred to as the “Revised Accounting Standard of 2022”) and others from the beginning of the 65th fiscal year. Key financial data for the 64th fiscal year reflects these accounting standards
as they are applied retroactively. Regarding the Revised Accounting Standard of 2022, the transitional treatment stipulated in the proviso to Paragraph 20-3 has been applied, and regarding the “Implementation Guidance on Accounting Standard for Tax Effect Accounting” (ASBJ Guidance No. 28, October 28, 2022), the transitional treatment stipulated in the proviso to Paragraph 65-2 (2) has been applied. As a result, key financial data for the 65th fiscal year reflects these accounting standards.
Key financial data of reporting company
Fiscal year
61st
62nd
63rd
64th
65th
Fiscal year-end
December 2021
December 2022
December 2023
December 2024
December 2025
Net sales
(millions of yen)
766,724
767,649
869,573
985,134
1,163,138
Ordinary profit
(millions of yen)
50,986
50,692
57,253
68,304
83,971
Profit
(millions of yen)
36,087
36,631
43,150
48,993
60,534
Share capital
(millions of yen)
10,374
10,374
10,374
10,374
10,374
Total number of issued shares
(1,000
shares)
190,002
190,002
190,002
380,004
380,004
Net assets
(millions of yen)
268,128
283,595
303,608
325,398
340,258
Total assets
(millions of yen)
443,127
473,250
504,852
580,220
596,703
Net assets per share
(yen)
1,414.17
1,495.75
800.65
858.12
897.30
Dividend per share [of which, interim dividend per share]
(yen)
120
[–]
125
[–]
135
[–]
80
[–]
90
[45]
Basic earnings per share
(yen)
190.33
193.20
113.79
129.20
159.64
Diluted earnings per share
(yen)
-
-
-
-
-
Equity ratio
(%)
60.5
59.9
60.1
56.1
57.0
Return on equity
(%)
13.9
13.3
14.7
15.6
18.2
Price earnings ratio
(times)
28.8
21.5
25.5
27.9
20.2
Dividend payout ratio
(%)
63.0
64.7
59.3
61.9
56.4
Number of employees [average number of temporary employees not included in above]
(persons)
7,480
[995]
7,524
[1,063]
7,713
[1,154]
7,949
[1,258]
8,287
[1,168]
Total shareholder return [Benchmark: TOPIX Total Return Index]
(%)
(%)
102.9
[112.7]
80.7
[110.0]
113.6
[141.1]
142.3
[169.9]
131.8
[213.2]
Highest share price
(yen)
6,210
5,580
6,599
3,789
[6,874]
3,695
Lowest share price
(yen)
4,625
3,690
4,035
2,844
[5,670]
2,815
(Notes) 1. Diluted earnings per share are not stated, as there are no dilutive shares.
The dividend per share of ¥120 for the 61st fiscal year includes the 60th anniversary commemorative dividend of ¥5.
The dividend per share of ¥80 for the 64th fiscal year includes the consolidated net sales of ¥1 trillion breakthrough commemorative dividend of ¥5.
The Company has applied “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and others from the beginning of the 62nd fiscal year. Key financial data from the 62nd fiscal year reflects these accounting standards.
The highest and lowest share prices up to April 3, 2022 are the prices on the First Section of the Tokyo Stock Exchange, and those from April 4, 2022 are prices on the Prime Market of the Tokyo Stock Exchange.
The Company implemented a two-for-one stock split of its common stock with an effective date of April 1, 2024. Accordingly, net assets per share and basic earnings per share stated above are calculated on the assumption that the stock split was implemented at the beginning of the 63rd fiscal year. The dividends per share from the 61st to 63rd fiscal years are stated on the actual dividend amounts before the stock split.
The Company has paid interim dividends from the 65th fiscal year. Of the dividend per share of ¥90, the year-end dividend of ¥45 is an item to be resolved at the Annual General Meeting of Shareholders to be held on March 27, 2026.
The highest and lowest share prices for the 64th fiscal year after the stock split are stated, with the highest and lowest
share prices before the stock split stated in brackets.
The Company has applied “Accounting Standard for Current Income Taxes” (ASBJ Statement No. 27, October 28, 2022, hereinafter referred to as the “Revised Accounting Standard of 2022”) and others from the beginning of the 65th fiscal year. Key financial data for the 64th fiscal year reflects these accounting standards as they are applied retroactively. Regarding the Revised Accounting Standard of 2022, the transitional treatment stipulated in the proviso to Paragraph 20-3 has been applied. As a result, key financial data for the 65th fiscal year reflects these accounting standards.
History
Year & month
Event
July 1961
December 1961
December 1962
March 1965
July 1968
August 1970
October 1979
July 1981
May 1982
February 1984
July 1984
February 1985
July 1987
April 1990
August 1990
June 1995
February 1996
September 1996
November 1996
August 1997
October 1997
October 1997
December 1998
February 1999
November 1999
November 1999
July 2000
July 2000
December 2000
September 2001
December 2002
Founded Otsuka Shokai in Chiyoda-ku, Tokyo, as a vendor of copiers and supplies Incorporated as a joint-stock company OTSUKA CORPORATION
Opened Omori Branch in Shinagawa-ku, Tokyo, as the first foothold for business development in the Metropolitan area
Opened Osaka Branch in Oyodo-ku (currently Kita-ku), Osaka City
Moved the head office to Chiyoda-ku, Tokyo, following the completion of the head office building Commenced computer business
Commenced sales of SMILE, a proprietary packaged business software Commenced sales of personal computers and dedicated word processors
Began operating regional Office Automation (OA) Centers, commenced education business Commenced CAD systems business
Established OTSUKA System Engineering (currently OSK Co., Ltd.) Commenced hotel business
Commenced network business
Commenced Total α Service (currently the “tayoreru” maintenance service), a membership-based support service for corporate customers
Established Networld Corporation
Commenced α-Web, a commercial internet connection service Established Alpha Techno Co., Ltd.
Commenced EC shop on the internet
Acquired Alpha System Co., Ltd. as a subsidiary
Established Aurora & Otsuka (currently Otsuka Information Technology Corp.) in Taiwan
Opened Tokyo CTO Center to provide configure-to-order computers built according to customers’ specifications
Established Alpha Network 24 Co., Ltd. (currently Alpha Net Co., Ltd.) Tokyo CTO Center obtained ISO 9001 certification
Commenced sales through “tanomail,” a membership-based mail order service Commenced sales of α-MAIL, an ASP web hosting service
Commenced ODS 2000 (currently ODS), document solutions Opened the Otsuka Internet Data Center
Listed on the Tokyo Stock Exchange First Section
Obtained ISO 14001 certification at 14 major business sites (currently obtained at 25 sites) Commenced OSM, an information security business
Awarded the Best IT Award by the Japan Institute of Office Automation (currently Japan Institute of
Information Technology)
Year & month
Event
February 2003
April 2003
October 2005
April 2006
August 2006
October 2007
May 2008
February 2009
August 2010
April 2011
December 2012
September 2013
June 2014
October 2015
October 2017
September 2018
December 2020
April 2021
November 2021
March 2022
April 2022
July 2023
January 2024
May 2024
April 2025
Moved the head office to Chiyoda-ku, Tokyo, following the completion of the new head office building
Total α Support Center (currently “tayoreru” Contact Center) received HDI Support Center Certification, the first in Japan, from the U.S. Help Desk Institute
Received PrivacyMark Certification from the Japan Information Processing Development Center (currently JIPDEC)
Established Otsuka Information System (Shanghai) Corporation
Concentrated service and support businesses under the two major brands of “tanomail” and “tayoreru” Centralized the management of SMILE series brand in OSK Co., Ltd.
Forged business and capital alliance with LION OFFICE PRODUCTS CORP. Opened the tayoreru Management Service Center
Promoted tree planting activities, installation of LED streetlights, and other social contribution activities leading up to the 50th anniversary
Completed the construction of Yokohama building fully equipped with LED lighting Received the IR Special Award
Donated LED lighting and Smart Electric Outlets to the University of Tokyo for its I-REF building Received commendation from the IPv6 Promotion Council
OSK Co., Ltd. and Alpha System Co., Ltd. Merged
Opened Takasaki Branch in Takasaki City, Gunma Prefecture Opened Tsukuba Branch in Tsukuba City, Ibaraki Prefecture
Established the DX Promotion Committee to reinforce internal structure
Certified as a DX-certified business operator under the initiative of the Ministry of Economy, Trade and Industry of Japan
Established Sustainability Committee
Established Nomination and Remuneration Committee Transferred to the Prime Market of the Tokyo Stock Exchange Announced Medium- to Long-term Management Policy
Fiscal 2023 Minister’s Commendation for Regional Development Support Taxation System (Hometown Tax Program for Businesses)
Selected for “Noteworthy DX Companies 2024”
Selected for “Noteworthy DX Companies 2025”
Description of Business
OTSUKA CORPORATION (hereinafter referred to as “the Company”) and its affiliates comprise a total of 15 companies including the Company, eight subsidiaries (of which, four are consolidated subsidiaries) and six affiliates (of which, three are affiliates accounted for using equity method). Our major businesses are the System Integration Business encompassing business areas from building to launching of information systems, and the Service and Support Business covering the business area of providing support after the system launch.
The classification of reportable segments has been changed from the fiscal year under review. For further details, please refer to “V. Financial Information, 1 Consolidated Financial Statements, Etc., (1) Consolidated Financial Statements, [Notes to consolidated financial statements], (Segment information, etc.).”
The system diagram below shows the positioning of the Company and its major subsidiaries and affiliates and how they are related to each segment.
Segment name
Description of business
Consulting; sales of hardware and software; consigned software
Reportable segments
System Integration Business
development; transport and installation work and network construction of equipment, etc.
Service and Support Business
Office supplies, maintenance and support for business operations, etc.
Subsidiaries and Affiliates
Name
Address
Share capital (millions of yen)
Principal business
Ratio of
voting rights held by the Company (%)
Relationship with the Company
(Consolidated Subsidiaries)
System Integration Business
Service and Support Business
Consignment of software development Purchase of software products and services Interlocking directorates: Yes
Provision of loans: No Lease of facilities: Yes
OSK Co., Ltd.
Sumida-ku, Tokyo
400
100.0
Networld Corporation
Chiyoda-ku, Tokyo
585
System Integration
Business
Service and Support Business
81.5
Purchase of network-related products, etc.
Interlocking directorates: No Provision of loans: No Lease of facilities: No
Alpha Techno Co., Ltd.
Narashino City, Chiba Prefecture
50
System Integration
Business
Service and Support Business
100.0
Consignment of repair of PC peripherals
Interlocking directorates: No Provision of loans: No Lease of facilities: Yes
Alpha Net Co., Ltd.
Bunkyo-ku, Tokyo
400
System Integration
Business
Service and Support Business
100.0
Consignment of network system support services
Interlocking directorates: No Provision of loans: No Lease of facilities: No
(Affiliates accounted for using
equity method)
Interlocking directorates: Yes Provision of loans: No
Lease of facilities: No
Otsuka Information Technology Corp.
New Taipei City, Taiwan Province
NT$ million
170
System Integration Business
37.8
LION OFFICE PRODUCTS CORP.
Nakano-ku, Tokyo
2,919
Service and Support Business
36.8
Purchase of office supplies, office furniture, etc.
Interlocking directorates: Yes Provision of loans: No
Lease of facilities: Yes
RO Holdings, Inc.
Ota-ku, Tokyo
100
Service and Support Business
33.4
Interlocking directorates: Yes Provision of loans: No
Lease of facilities: No
(Notes) 1. Names of the operations in “Principal business” are the same as those stated under the segment information section.
None of the above subsidiaries are specified subsidiary companies.
LION OFFICE PRODUCTS CORP. files its own annual securities report.
Net sales of Networld Corporation (excluding intercompany sales between consolidated companies) account for 10% or more of consolidated net sales.
Key profit/loss information i) Net sales ¥180,323 million
Ordinary profit ¥6,885 million
Profit ¥4,856 million
Net assets ¥28,432 million
Total assets ¥120,898 million
Figures for “Ratio of voting rights held by the Company (%)” have been rounded down to the figures shown.
Employees
Information about consolidated companies
As of December 31, 2025
Company name
Segment name
Number of employees (persons)
OTSUKA CORPORATION
System Integration Business
and Service and Support Business
8,287
[1,168]
OSK Co., Ltd.
System Integration Business
and Service and Support Business
430
[46]
Networld Corporation
System Integration Business
and Service and Support Business
540
[67]
Alpha Techno Co., Ltd.
System Integration Business
and Service and Support Business
322
[93]
Alpha Net Co., Ltd.
System Integration Business
and Service and Support Business
500
[223]
Total
10,079
[1,597]
(Notes) 1. As the reporting company is unable to classify the employees into particular segments, figures by segment have been omitted and figures by company are stated. From the current fiscal year, the segment name for subsidiaries has been changed along with the change to the classification of reportable segments.
The number of employees represents the number of full-time employees. As for the number of casual employees, the annual average is stated in brackets [ ], which is not included in the number of employees.
Employees by secondments among consolidated companies are aggregated as employees of the assignee companies.
The figures exclude persons who are seconded from the Company and its consolidated subsidiaries (hereinafter referred to as “the Group”) to external Group companies and include those who are seconded from external Group companies to the Group.
Casual employees include contract employees, part-time employees and dispatched employees from temporary staffing agencies. Employees who are dispatched from other consolidated companies are not included. In addition, contract employees and part-time employees include employees with indefinite contracts.
Information about reporting company
As of December 31, 2025
Number of employees (persons)
Average age (years)
Average years of service (years)
Average annual salary (yen)
8,287 [1,168]
42.0
17.6
10,276,291
(Notes) 1. As it is unable to classify the employees into particular segments, figures by segment have been omitted.
The average annual salary includes non-standard wages and bonuses.
The number of employees represents the number of full-time employees. As for the number of casual employees, the annual average is stated in brackets [ ], which is not included in the number of employees.
The figures exclude six persons who are seconded from the Company to external companies and include 15 persons who are seconded from external companies to the Company.
Casual employees include contract employees, part-time employees and dispatched employees from temporary staffing agencies. The 86 employees who are dispatched from other consolidated companies are not included. In addition, contract employees and part-time employees include employees with indefinite contracts.
Information about labor union
While no labor union is formed in the Company, the relationship between labor and management has been amicable.
Percentage of female managers, rate of male employees taking childcare leave, and wage gap between male and female employees
Reporting company
Current fiscal year
Percentage of female managers (%) (Note 1)
Rate of male employees taking childcare leave (%) (Note 2)
Wage gap between male and female employees (%) (Note 1)
All employees
Regular employees
Non-regular employees
12.6
63.5
61.4
65.8
66.5
(Notes) 1. Calculated based on the provisions of the “Act on the Promotion of Women’s Active Engagement in Professional Life” (No. 64, 2015, hereinafter referred to as the “Women’s empowerment law”).
Based on the provisions of the “Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members” (No. 76, 1991, hereinafter referred to as “Childcare/Caregiver Leave law”), the ratio of employees taking childcare leave, etc. and leave for childcare purposes is calculated in accordance with Article 71-6, item (ii) of the “Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members” (Ordinance of the Ministry of Labor No. 25, 1991, hereinafter referred to as “Ordinance for Enforcement of the Childcare/Caregiver Leave law”).
Consolidated subsidiaries
Current fiscal year
Name
Percentage of female managers (%)
(Note 1)
Rate of male employees taking childcare leave (%) (Note 2)
Wage gap between male and female
employees (%) (Note 1)
All employees
Regular employees
Non-regular employees
OSK Co., Ltd.
8.5
66.7
74.4
74.5
77.3
Networld Corporation
14.3
55.6
69.8
69.2
69.0
Alpha Techno Co., Ltd.
11.1
33.3
78.0
97.1
66.1
Alpha Net Co., Ltd.
6.9
85.7
79.6
81.5
83.6
(Notes) 1. Calculated based on the provisions of the Women’s empowerment law.
Based on the provisions of the Childcare/Caregiver Leave law, the ratio of employees taking childcare leave, etc. and leave for childcare purposes is calculated in accordance with Article 71-6, item (ii) of the Ordinance for Enforcement of the Childcare/Caregiver Leave law.
Overview of Business
Management Policy, Business Environment and Issues to be Addressed
Forward-looking statements included herein are based on the Group’s judgment as of the end of the fiscal year under review.
Basic management policy
The Group has established the “Mission Statement” as stated below, which serves as the basic policy that guides all of its corporate activities.
<> OTSUKA CORPORATION serves a wide range of companies, providing comprehensive support for their business activities by presenting, within a concrete framework, new business opportunities and management improvement strategies brought about by innovations in information and telecommunication technology. By so doing, we continue to facilitate the growth of our client companies and contribute to the development of our country and the creation of a spiritually enriching society.
<> To become a corporate group that is recognized and trusted as a valuable corporate citizen
To encourage employee growth and self-fulfillment through the attainment of personal goals and professional achievement
To demonstrate harmonious coexistence and growth with nature and society
To create business models that consistently keep pace with the changing times
<> Always thinking from the customer’s perspective and acting through harmonious teamwork.
Maintaining the spirit of challenge inherited from our predecessors, exercising our own critical judgment, and acting on our own initiative.
Fully complying with all prevailing laws and regulations, and maintaining high ethical standards.
Medium- to long-term corporate strategies
The Group aims to become an excellent corporate group that is highly appreciated in society by giving top priority to maintaining continuous and stable growth even under severe economic conditions, with special emphasis on profitability in practicing business management.
To achieve this goal, the Group is promoting the measures outlined below.
We will strive to further enhance our corporate value by practicing the “Pursuit of Customer Satisfaction,” our basic policy since the founding, to a greater extent, and working to embody our “Mission Statement.”
In order to forge new relationships with customers, we will establish three customer interfaces: “Real,” “Web,” and “Center,” and provide solutions that align and blend our real-life business and web business, with the aim of being a partner to which customers can entrust the support of their entire office.
In the System Integration Business, we will focus on making proposals to improve corporate value by effectively using all of the Group’s capabilities, and in the Service and Support Business, we will focus on stock-based business, particularly “tanomail,” a mail-order business of office supplies, and “tayoreru,” a support business. Through these efforts, we will strive to increase profitability.
In addition to developing organizations and systems, such as the centralization of operational tasks, practical use of the web, and building mechanisms, we will strive to improve productivity by utilizing digital technology and customer information to transform activity processes and business processes.
In order to maximize our consolidated revenue, we will take advantage of the features and functions of each Group company to make effective use of the Group’s resources and develop human resources, while also make efforts to realize efficient corporate management.
Target management indicators
One of the Group’s management goals is to keep on enhancing corporate value through stable business expansion, accomplished by building long-term, sustainable business relationships with customers. As management indicators used to monitor progress towards this goal, we focus on the number of customer companies with transactions, net sales per company, the rate of operating profit growth, operating profit to net sales ratio, and return on equity, and strive for continuous improvement in these areas. We will also focus on the dividend payout ratio and aim to maintain stable dividends.
Priority business issues to be addressed and the Company’s understanding of business environment surrounding the issues
As stated in “(2) Medium- to long-term corporate strategies,” the Group will enhance the quality of management to flexibly respond to the changes in the management environment and aim to improve profitability and raise sales by leveraging collective strength pivoted on cultivation and expansion of trading customers.
To address ongoing issues, the Group will undertake the following initiatives:
Strengthening group management capability
Thorough evaluation of each business area and optimal allocation of management resources
Strengthening system to develop services
Strengthening one-stop management system
Developing human resources
Going forward, there are concerns over increased geopolitical risks due to factors such as the foreign and trade policies of the U.S. and developments in the Middle East, as well as downside risks to the global economy. While the impact of U.S. tariff hikes on exports, the impact of continued price increases on personal consumption, and fluctuations in the financial and capital markets warrant monitoring, the Japanese economy is expected to gradually improve, led by factors such as improvements in the employment and income environment and increased capital expenditure.
Under these economic conditions, companies are expected to promote digitization, and to introduce and utilize AI with the aim of improving productivity and strengthening competitiveness, including by undertaking labor-saving investments and improving operational efficiency as measures to address soaring raw material prices, rising wages, and severe labor shortages, and by reducing costs. As for the IT market, corporate interest is not limited to improving operational efficiency. It is also expanding to include reviewing and upgrading information systems, which directly impact management decisions and strengthen competitiveness. IT investment is also expected to remain resilient due to the use of AI and responses to security measure evaluation systems, as well as ongoing demand from some companies for PC upgrades following the termination of Windows 10 support.
Based on the aforementioned outlook for the domestic economic situation and IT investment trends, and under the fiscal 2026 slogan, “Get close to customers and grow together with customers through AI and security,” the Group will support customers’ DX promotion that will lead to operational transformation tailored to the customers’ situation by further advancing our initiatives to support the entire office of our customers. In particular, for small- and medium-sized customers, we will provide proposals for AI solutions and security measures that can be introduced at affordable prices, as well as highly value-added solutions proposals that help them to improve productivity and reduce costs, thereby improving customer satisfaction. In order to do so, we will strive to enhance customer interfaces by combining various channels, such as the functions of each center that supports sales and support activities and Customer Personalized Pages*, in addition to further enhancing efficiency in sales activities by supporting sales processes through the utilization of technologies such as AI. We will also strive to maintain longterm relationships with our customers. We will also provide IT-based services and solutions aimed at resolving ESG issues and contributing to the achievement of the SDGs. In addition, we will continue to promote initiatives that will lead to improved employee engagement.
* Customer Personalized Pages: A customer portal site that provides numerous customers with convenient services to enable us to get closer to customers and help create relationships with customers through the Web.
(System Integration Business)
In the System Integration Business, we will continue to assess needs to improve productivity, enhance competitiveness and reduce costs. In order to promote digitization at our customers, we will get close to our customers and continue to propose highly value-added solutions by utilizing the wide range of products we offer, which is one of the Group’s strengths.
(Service and Support Business)
In the Service and Support Business, we will work to strengthen our competitiveness and expand markets in the “tanomail” business. In the “tayoreru” business, we will make efforts to improve its convenience and develop services that enable customers to continue their business activities safely and with a sense of security, aiming for a steady increase in net sales.
Stance and Initiatives Regarding Sustainability
The Group’s stance and initiatives regarding sustainability are as follows. Forward-looking statements included herein are based on the Group’s judgment as of the end of the fiscal year under review.
(Sustainability Policy)
The Group promotes sustainability management in order to achieve both the realization of a sustainable society and continuous improvement of corporate value through the realization of our Mission Statement. We will promote our growth strategy from a medium- to long-term perspective by aligning our “support of the entire office of our customers,” which is our management strategy, and our sustainability management and strengthening our response to materiality. In addition, in order to contribute to the resolution of ESG issues, such as climate change, and the achievement of the SDGs, we will strive to strengthen our management foundation, increase the resilience of our business model, and fulfill our social responsibilities as a company.
The Group identified materiality issues in 2022. However, in response to changes in the external environment, including growing global concern for environmental and human rights issues, we reviewed these materiality issues in February 2025 following discussions at the Board of Directors and re-identified nine priority issues. From a wide range of external environments, we considered items from three perspectives—customers, human resources (employees), and ESG—which are closely related to solving customer challenges, and organized the expected timeframe and the impact on stakeholders and the Company regarding the recognized changes in the external environment. From these identified items, we then examined those considered particularly important in terms of risks and opportunities for the Company to identify the materiality issues to be addressed. For details of the review, please refer to pages 27 to 30 of Integrated Report 2025.
URL: https://www.otsuka-shokai.co.jp/english/corporate/ir/media/intege2025v.pdf
Materiality
Desired outcomes and OTSUKA CORPORATION’s Missions
[Customers]
Value creation through business activities
Maintenance and expansion of the customer base
By energizing your office with IT, support the growth of many customers and contribute to our country’s further advancement
Coexistence and co-prosperity with partners
Build a business ecosystem that can respond to diverse customer needs and make effective use of social capital
Coexistence with the community
Achieve coexistence and co-prosperity between OTSUKA CORPORATION and the community through the continuation of business activities rooted in the community, thereby creating a
virtuous cycle of mutual development
[Human resources (employees)]
Support for employee growth and self-fulfillment
Improvement of employee engagement
Establish a cycle to sustainably increase employee satisfaction and enhance corporate value, allowing employees to feel happy about working at OTSUKA CORPORATION
Promotion of DE&I
A world that embraces the full potential of every individual will create a spiritually enriched society
Human resource development
Create new solutions by nurturing a large number of highly-skilled and multitalented human resources, thereby contributing to a sustainable society
[ESG]
Implementation of responsible corporate activities
Contribution to global environmental conservation
Become a progressive corporate group that demonstrates harmonious coexistence and growth with nature by simultaneously
realizing the enhancement of corporate value and reduction of environmental impact
Realizing a safe, secure, and comfortable society
Continuously contribute to the development of our country and the creation of a spiritually enriched society by maintaining harmony between the Earth and society
Strengthening corporate governance
Comply with laws and practice conduct that is in line with societal rules to firmly embed our corporate excellence, thereby becoming a trusted and supported corporate group in society
Governance and risk management related to overall sustainability
Governance
We have established a Sustainability Committee to promote management from the perspective of sustainability. The Sustainability Committee works to improve the effectiveness of our sustainability management by responding to environmental and social risks, establishing governance systems, deliberating on materiality, reporting to the Board of Directors twice a year on a regular basis, and making proposals to the Board of Directors as necessary.
The Board of Directors receives climate change-related reports from the Sustainability Committee, deliberates and makes resolutions on important risks and opportunities in accordance with Board of Directors regulations, gives directions regarding responses, and monitors their progress.
Risk management
The Company has established a Risk Management Committee as the body to promote and control business risk management, which identifies and evaluates all risks related to the Company. For key risks, the Committee provides direction on the creation of a risk management system to ensure the ongoing and stable maintenance and management of risk in each division and department in its scope.
The Sustainability Committee leads efforts to conduct detailed assessments of sustainability-related risks, including climate change-related risks, that may have material impact financially or strategically, and carry out measures to address these risks. The progress with measures to address climate change-related risks is monitored on a monthly basis. Issues on this front are shared with members of the Environmental Management Committee (a subcommittee under the Sustainability Committee), which meets twice a year. Based on this, the Sustainability Committee examines ways to respond to these issues.
For disclosure items in line with the TCFD recommendations and matters deemed important by the Sustainability Committee, the Chairperson of the Sustainability Committee reports to the Board of Directors twice a year, which then deliberates, makes resolutions, gives directions regarding responses, and monitors their progress.
The Sustainability Committee also leads efforts to identify and assess climate change-related opportunities that may have material impact financially or strategically, and carry out measures to address these opportunities.
Our corporate governance system, including the Board of Directors, Sustainability Committee, and Risk Management Committee, is as follows.
* The above diagram presents the corporate governance system as of the filing date of the Annual Securities Report (March 26, 2026).
The Company has proposed the “Election of 2 Directors” as a proposal (item to be resolved) for the Annual General Meeting of Shareholders scheduled to be held on March 27, 2026. If this proposal is approved and adopted, the Company will have 12 Directors (including five outside Directors).
Following personnel changes for officers on March 27, 2026, there will be 29 Corporate Officers, including six persons who concurrently serve as Directors.
Important sustainability items
Response to climate change
Governance
As outlined in “(1) Governance and risk management related to overall sustainability, (i) Governance.”
In 2025, we reviewed our TCFD disclosures, formulated a Climate Transition Plan, and took steps to obtain third-party verification.
Risk management
Risk management related to climate change is outlined in “(1) Governance and risk management related to overall sustainability, (ii) Risk management.”
Strategies
We identified potential risks and opportunities arising from climate change across the entire supply chain, analyzed their impacts on our business, and considered the potential impacts for 2030 and 2050.
Less than 1.5°C scenario
4°C scenario
Referenced scenarios
IEA’s Net Zero Emissions (NZE) by 2050 Scenario
IPCC’s Representative Concentration Pathway 8.5 (RCP8.5) Scenario
Worldview
This scenario limits the average temperature rise to less than 1.5°C above pre-industrial levels.
To achieve sustainable development, bold policies and technological innovations will be implemented, increasing the likelihood that societal changes associated with the transition to a
decarbonized society will have an impact on our business.
This scenario calls for an average temperature increase of approximately 4°C above pre-industrial levels.
While it assumes little intervention and therefore no major societal changes, extreme weather conditions and disasters resulting from climate change are likely to impact our business.
Scenario analysis period (October 2024 to January 2025)
Risks/ opportunities
Impact on our business from these risks/opportunities
Financial impact (cumulative period)
Measures
Short term (2026)
Medium term (2030)
Long term (2050)
Transition risks
Increased expenditures due to carbon tax on fossil fuels used in company vehicles
-
Decrease of approx. ¥400 million to
¥600 million
Zero to decrease of approx. ¥5.0 billion
Promote the switch of company vehicles to electrified vehicles
Decreased sales of paper products due to decreased paper demand from progress in paperless
business activities
-
Zero to decrease of approx. ¥4.0 billion
Zero to decrease of approx. ¥16.0 billion
Actively propose IT systems to replace paper
Physical risks
Decreased sales due to supply chain disruptions making business activities difficult
No impact
Decrease of approx. ¥700 million to ¥1.3 billion
Decrease of approx. ¥900 million to ¥1.7 billion
Optimize the supply chain to enable alternative measures, such as delivery from another logistics center or procurement from other
suppliers even during logistics network disruptions
Increased energy costs due
to increased use of cooling systems in data centers, logistics centers, etc.
Decrease of
approx. ¥40 million to
¥100 million
Decrease of
approx. ¥40 million to
¥100 million
Decrease of
approx. ¥40 million to
¥100 million
Continue to operate data
centers in cold regions to reduce air conditioning costs, and logistics centers in facilities equipped with
renewable energy such as solar panels
Opportunities
Increased needs for environmentally friendly products and services
Zero to increase of approx. ¥23.0 billion
Zero to increase of approx. ¥56.0 billion
Zero to increase of approx. ¥1 trillion
Enhance proposals for environmentally friendly products and solutions (such as LEDs, electricity sales, server virtualization, and BEMS) and for cloud
solutions and data center services
New business
opportunities and acquisition of new customers from recognition and appreciation of environmentally conscious
corporate efforts
-
Zero to
increase of approx. ¥18.0 billion
Zero to
increase of approx. ¥18.0 billion
Strengthen environmental
initiatives, disclose environmental information, address external assessment criteria, and achieve strong ESG scores
The “–” symbol indicates that no such incident has occurred, while “no impact” indicates an incident has occurred but has no financial impact.
Please see the Company website (https://www.otsuka-shokai.co.jp/corporate/csr/environmental/tcfd/pdf/csr-environmental-tcfd.pdf)(only available in Japanese) for more information on our analysis.
Metrics and targets
By 2030, we aim to reduce CO2 emissions from our business activities compared to 2021 as follows (Note).
The main source of Scope 1 emissions is the gasoline used in company vehicles, while the main source of Scope 2 emissions is the electricity used in our offices. As a means of achieving our targets, we are switching company vehicles to electrified vehicles (hybrid vehicles, etc.) and have also entered into a virtual power purchase agreement (PPA). For this virtual PPA, we concluded a long-term contract to purchase non-FIT non-fossil fuel energy certificates from small-scale, distributed solar power plants, and started receiving them in 2024. The power plants are scheduled to begin operation sequentially by March 2028. The amount of renewable power is expected to reach a maximum of approximately 24,000 MWh (annual CO2 reduction effect of approximately 10,500 tons), equivalent to 100% or more of the Group’s electricity consumption.
Scope 1+2
42% reduction by 2030
Scope 3
25% reduction by 2030
(Category 1: Emissions from purchased goods and services; Category 11: Emissions from the use of sold products)
(Note) Obtained SBTi certification in June 2023
Baseline year (2021)
2025 results
Reduction rate
Scope 1+2
15,951 tCO2
12,219 tCO2
23.4%
Scope 3 (Category 1+Category 11)
2,963,357 tCO2
Under calculation
Under calculation
The Scope 1+2 figures are provisional. We plan to disclose our official CO2 emissions for fiscal 2025 on the Company website. Location: The Company website (https://www.otsuka-shokai.co.jp/corporate/csr/data/)(only available in Japanese)
Content: Scope 1, 2, and 3 emissions, and Scope 3 emissions by category
Procedures to obtain third-party verification for the 2025 results of Scope 1, Scope 2, and Scope 3 (Category 1 and Category 11) are currently under way.
Human capital initiatives
The Company is promoting “support for employee growth and self-fulfillment” as part of our human capital policy that is consistent with our sustainability management. The strategies, metrics, and targets included herein are not applied to all companies within the consolidated Group, making it difficult to provide a unified statement for the entire Group. For this reason, the strategies, metrics, and targets of the reporting company, which operates the consolidated Group’s major businesses, are stated.
Improvement of employee engagement
Creating a work environment and corporate culture that gives all employees a sense of reward and achievement
The Company has continued to grow with each employee having a sense of fulfillment and accomplishment in their work. We aim at “employee growth = company growth = customer growth,” and foster a corporate culture and implement various measures to achieve this goal.
Implementation of engagement survey
We switched from the employee awareness survey we had used to date, to a third-party engagement survey tool in 2024. We conducted the second survey in 2025, and the response rate was 89.0%, a high rate following 89.4% for the survey in 2024. In addition, compared to the result of the 2024 survey, overall scores were higher, with scores for the items linked to individuals (jobs, personal growth), and those linked to the trust in the Company (philosophy and strategies, organizational culture, environment) both showing positive changes. We will continue to focus not only on the result of the latest survey but also on changes over years and utilize the information we obtain from those surveys to implement various measures.
AI Happiness
AI Happiness is an application that allows employees to share and support small daily challenge declarations with other employees to increase vertical, horizontal, and diagonal connections within the organization and to foster a positive mind. The application was launched on a full scale in 2024 across the Company, and the status of organization is visualized in four quadrants based on the monthly employee survey. By confirming its changes, we aim to help create an organizational culture of taking on challenges, foster a sense of unity, and strengthen management capabilities.
Promotion of diversity, equity, and inclusion
Developing a comfortable work environment for all employees
In order to be a company that is continuously needed for a long period of time, it is important to anticipate changes in the world and constantly create business models that meet the needs of the times. The Company strives to increase diversity as an organization by embracing each employee’s diversity. We will continue to aim to be a company that achieves competitive advantage and sustainable value creation by ensuring that all employees are satisfied in their work and by developing a comfortable work environment for all employees.
Project to promote diversity
In January 2024, we launched a project that aims to promote diversity by incorporating employee feedback. The project is composed of 40 male and female employees of various job categories and job levels including two Directors. Recommendations were made to the Board of Directors based on the discussion within the project. In July 2025, we carried out a number of revisions based on the feedback from on-site employees in such areas as: i) work styles after returning from childcare or nursing care leave (revisions of the evaluation rules and remuneration plan); ii) improvement of the environment while taking childcare or nursing care leave (securing of the evaluation level while taking leave, promotion of the use of childcare leave by male employees); and iii) work styles of managers (dissemination of diverse work styles). As a result, the rate of male employees taking childcare leave significantly increased to 63.5% from 52.3% in 2024.
While we have developed various measures to maintain balance between job satisfaction and work comfort so far, we will redouble our initiatives to promote diversity.
Percentage of female managers
We have worked on our initiatives with the aim of increasing the percentage of female managers to 10% by 2027 through encouraging female employees to participate in leadership development training such as OTSUKA Leader’s College and Otsuka Management College, and enhancing systems. As a result, the actual result as of December 31, 2025 was 12.6%, which was an early achievement of the goal, and we again revised it upward to 13%.
Employment of persons with disabilities
Employees with disabilities are active in various departments. Employees who are qualified as “working life counselors for persons with disabilities” conduct regular follow-up interviews and questionnaires with employees with disabilities after they join the Company. In addition, a barrier-free satellite office staffed with a job coach was also established in Osaka, following the one established in Shinjuku in 2024. Based on regular weekly interviews with employees, we make improvements to facilitate their performance as a way to continue to support special needs of employees who want to continue working.
The rate of employment of persons with disabilities as of December 31, 2025 was 2.76%. The current statutory employment rate of 2.5%, and 2.7%, to which the statutory rate is scheduled to be raised in July 2026, were also achieved.
This serves not only as a means to fulfill our corporate social responsibility, but also to generate new perspectives and ideas through nurturing diversity within the company.
Human resource development
Providing continuous learning opportunities to support the self-fulfillment and growth of employees
The Company supports the growth and self-fulfillment of its employees. In order for the Company to contribute to customer growth and continue to grow sustainably, the growth of each employee is crucial. As an employee of the Company, we provide various support systems and opportunities for group and optional training for our employees to grow not only as a businessperson, but also as an individual.
Recognizing that nurturing the next generation of management is an important management issue, we are strengthening initiatives in that regard.
Support for qualification acquisition
We have a support system in place for employees to acquire qualifications by providing necessary expenses and incentives when they acquire them. A total of 15,822 employees have acquired qualifications as of December 31, 2025. 1,885 and 67 employees have acquired the AI-related Deep Learning for General certificate and Deep Learning for Engineer certificate, respectively. In response to the rapid spread of generative AI and AI agents, we offer an AI Agent Training Program for certified AI professionals. We are promoting the application of AI agents in business by offering exercises for acquiring
knowledge of AI agents and practically building them.
Reskilling
We provide employees with reskilling opportunities by using online learning platform tools. Employees can specify their areas of interest on the platform to receive recommendations of related courses. This will encourage efficient learning tailored to each employee, which will lead to improved operational skills.
(2,348 employees are learning on a voluntary basis as of December 31, 2025. Average annual learning hours = 17.3 hours/person) * New year of courses began from August 2025.
Fostering management and next-generation leaders
Fostering management and next-generation leaders is an important management issue. We continue our initiatives to that end, including the launch of a specialized development program in 2015, and reclassifying target job levels in 2022. In addition to acquiring management literacy, this program is implemented as a curriculum that allows participants to acquire practical competence by providing various output opportunities both internally and externally.
Initiatives for health and productivity management
To strengthen our human capital, it is important to enhance the health of our employees. Since the introduction of health management systems in 2015, we have been making efforts to improve risk indicators, including mitigating the risk of lifestyle-related diseases and reducing long working hours. In 2023, we started to promote the support of awareness reforms and behavioral changes so that employees themselves will proactively maintain their own health and offer e-learning courses on women’s health issues. In this manner, we have actively invested in the reduction of presenteeism among employees. We will continue to improve performance and support happiness and self-fulfillment of our employees through the deepening of wellbeing management, thereby achieving sustainable growth. In March 2025, we were certified as one of the 2025 KENKO Investment for Health Outstanding Organizations, which were jointly selected by the Ministry of Economy, Trade and Industry and the Nippon Kenko Kaigi for two consecutive years.
Initiatives to respect human rights
The Group has formulated the OTSUKA CORPORATION Group Human Rights Policy to understand that all people involved in corporate activities have human rights and to fulfill our responsibility to respect human rights. We will fulfill our social responsibilities together with our stakeholders with the aim of realizing decent work while promoting initiatives that are respectful of human rights.
Human Rights Policies
The Group formulated the OTSUKA CORPORATION Group Human Rights Policy in April 2022. The policy complies with international standards and supports the principles stipulated in the “International Bill of Human Rights” by the United Nations and the “ILO Declaration on Fundamental Principles and Rights at Work” by the International Labour Organization (ILO). As a commitment to human rights issues related to corporate activities, we clearly state that we will eliminate all kinds of discrimination, respect human rights and diversity of individuals, and provide a healthy and safe work environment free of all forms of harassment. In addition to applying the policies to all employees of our group companies, we also encourage our business partners to support and observe the policy.
OTSUKA CORPORATION Group Human Rights Policy
Our basic thinking toward human rights
Scope of application of the policy
System to promote respect for human rights
Commitment to human rights issues related to corporate activities
Human rights due diligence
Remedies
Education and training
Information disclosure
Structure and system
In order to disseminate the Human Rights Policy and the Principles of Corporate Behavior, we continuously provide training on compliance, human rights, harassment, etc. using e-learning systems. In addition, for the purpose of preventing,
early detecting, and correcting issues, we have established various whistleblowing and consulting desks and formulated the Whistleblower Protection Regulations in accordance with the Whistleblower Protection Act so that all stakeholders will be able to make reports without being disadvantaged.
Compliance training completion rate (Note)
100%
Human rights and harassment prevention
training completion rate (Note)
100%
Number of whistleblowing reports
98 cases
(Note) Training completion rates represent those of the reporting company, since training programs are not implemented uniformly across all companies comprising the consolidated group.
Human rights risk in the supply chain
We conduct surveys on the status of sustainable procurement initiatives of our major business partners. In the 2024 survey, we sent human rights policy templates and reference materials to the companies that responded they had not yet formulated policies on respect for human rights and labor standards. All eight companies that received these templates confirmed in the 2025 survey that they had formulated human rights policies. Additionally, starting with the 2025 survey, we added questions to identify specific human rights risks at our business partners.
Business Risks
The most common risks that could potentially impact the Group’s operating results and financial condition are outlined below.
While these are the most common risks, they do not represent all potential risks.
Forward-looking statements included herein are based on the Group’s judgment as of the filing date of this Annual Securities Report.
Customer-related risks
The Group’s customers range from large enterprises to small firms that span a broad range in terms of company scale and industries. Consequently, its level of dependency on any specific customer is low.
However, the Group’s operations could be impacted by changes in IT investment trends of a large number of companies in the same direction as a result of unexpected changes in the economic environment.
Supplier-related risks
The Group is supplied with high-quality products, services and technologies (hereinafter referred to as “products, etc.”) by numerous suppliers for respective segments in order to optimally resolve the problems of each customer. While working to deepen its relationship with suppliers to ensure stable supply of these “products,” the Group is constantly working to acquire information on new products, etc. as well.
However, the Group’s operations could be impacted by the inability to supply products, etc. in the quantity demanded by customers because of the Group’s inability to obtain substitutes in addition to insufficient supply of products, etc. due to issues at supplier sites.
Information leakage risks
The Group possesses an abundance of individual and corporate information pertaining to operations that is handled carefully. The Company received approval to use the PrivacyMark of the JIPDEC, and its Internet Data Center and departments in charge of information management acquired certification for Information Security Management System (ISMS). With the expansion of its services, the Company has also acquired ISO 27017 certification (cloud security).
We take organizational, human, physical, and technical security management measures for the information we hold, and review them as appropriate, taking into consideration recent cases of cyberattacks, system failures, and human errors in Japan.
Even with these measures, however, the Group’s operations could be impacted in the unlikely event that personal or corporate information is leaked outside the Group because the Group not only assumes liabilities for damage but also loses trust by society.
Risks related to the spread of infectious diseases
In preparation for the spread of infectious diseases, besides measures to prevent the infection of its employees, the Group has established an environment that enables online activities to ensure that sales and service activities not involving customer visits or face-to-face discussions can be undertaken in addition to strengthening sales activities through call centers and websites. However, despite these measures, in the event of an outbreak of infectious disease that significantly affects overall socioeconomic activities, depending on the state of infections, the Group’s operations could be impacted by restrictions on the Group’s sales and service activities, reductions in office supply consumption and copy usage, and a shortage of products, etc. due to a
rapid increase in demand for specific products such as PCs and tablets and infection-prevention products.
Management Analysis of Financial Position, Operating Results and Cash Flows
Overview of operating results, etc.
Operating results
During the fiscal year under review (from January 1, 2025 to December 31, 2025), the Japanese economy showed some weakness amid continuing soaring prices in general due to the depreciation of the yen and other factors. However, the economy remained on a moderate recovery trend, as seen from factors such as the recovery in personal consumption backed by improvements in the employment and income environment, and capital expenditure remaining firm supported by strong corporate performance.
Under these economic conditions, in the IT investment field, companies’ software investment budgets continued to remain at high levels, and demand for IT investment remained firm towards labor saving and digitization with the aim of improving productivity, strengthening competitiveness, and reducing costs.
Amid such environment, the Group upheld the fiscal 2025 slogan, “Get close to customers and grow together with customers through DX and AI,” and strived to enhance customer interfaces. In our sales activities, we focused on improving sales productivity by supporting sales processes with AI, and the ability to respond to customers aimed at supporting the entire office of our customers. Based on these initiatives, drawing on examples of how the Company itself has successfully achieved business process reforms and productivity improvements by promoting DX, including the utilization of AI, we made proposals for digitizing and streamlining customers’ daily operations, including the review of workflows and adoption of security measures. Moreover, we supported customers’ efforts to promote DX by making proposals that would lead to the support of the entire office of our customers through latest AI solutions that help small- and medium-sized customers to realize the benefits of AI easily.
As a result of the above, net sales in the fiscal year under review increased 19.4% year-on-year to ¥1,322,791 million, due to capturing robust demand for corporate IT investment. At the earnings level, operating profit increased 21.0% year-on-year to
¥89,943 million, ordinary profit increased 20.5% year-on-year to ¥91,525 million and profit attributable to owners of parent increased 20.2% year-on-year to ¥64,303 million, owing to an increase in gross profit resulting from growth in revenue, despite an increase in selling, general and administrative expenses. As a result, both revenue and profit increased, and net sales and various forms of profit reached record highs for three consecutive years.
(System Integration Business)
The System Integration Business provides optimized system services ranging from consulting to system design and development, transport and installation work and network construction, and its net sales increased 24.1% year-on-year to
¥902,915 million due to strong growth in sales as we captured demand for PC upgrades, and robust growth in sales of packaged software.
(Service and Support Business)
The Service and Support Business provides customers with total service and support for their business operations and installed systems encompassing supplies, hardware and software maintenance, telephone support and outsourcing. We continued to focus on stock-based business, including the “tanomail” office supply mail-order service business and the “tayoreru”* support business, and its net sales increased 10.5% year-on-year to ¥419,875 million.
From the beginning of the fiscal year ended December 31, 2025, the Company revised certain performance management categories for consolidated subsidiaries and changed the business segment classification method accordingly. As a result, year-on-year comparisons of segment performance have been calculated using retroactively restated figures for the fiscal year ended December 31, 2024. The impact of this change in the classification method is immaterial.
* “Tayoreru”: A business brand which supports customers’ IT and overall business operations.
Financial position
Total assets at the end of the fiscal year under review increased ¥55,296 million from the end of the previous fiscal year to
¥729,200 million. Total liabilities increased ¥30,955 million from the end of the previous fiscal year to ¥329,611 million. Net assets increased ¥24,341 million from the end of the previous fiscal year to ¥399,588 million.
Cash flows
Cash and cash equivalents at the end of the fiscal year under review totaled ¥253,620 million, an increase of ¥24,132 million from the end of the previous fiscal year.
Factors relating to each cash flow category were as follows.
(Cash flows from operating activities)
Net cash provided by operating activities amounted to ¥92,218 million, an increase of ¥54,507 million from the previous fiscal year. This was mainly due to a decline in the increase in trade receivables, and the shifting to a decrease in the decrease (increase) in inventories.
(Cash flows from investing activities)
Net cash used in investing activities amounted to ¥20,475 million, an increase of ¥8,526 million from the previous fiscal year. This was mainly due to an increase in purchase of software.
(Cash flows from financing activities)
Net cash used in financing activities amounted to ¥47,613 million, an increase of ¥21,722 million from the previous fiscal year. This was mainly due to an increase in dividends paid.
As a result, free cash flows, the sum of cash flows from operating activities and cash flows from investing activities, increased ¥45,980 million from the previous fiscal year to ¥71,742 million.
Actual results of production, orders received and sales
From the beginning of the fiscal year ended December 31, 2025, the Company revised certain performance management categories for consolidated subsidiaries and changed the business segment classification method accordingly. As a result, the year-on-year changes have been calculated using retroactively restated figures for the fiscal year ended December 31, 2024.
Production results
The Group’s major businesses are the System Integration Business that spans from building to launching of information systems, and the Service and Support Business that provides support after the system launch. In these businesses, the Group provides services and support according to customers’ orders, which are received in a variety of forms. Grasping the amount of production according to the concept of production is therefore neither relevant to the Group’s business nor possible and consequently such data have been omitted.
Purchase of merchandise
The results of purchase of merchandise by segment for the fiscal year under review are as shown below.
Segment name
Value of purchases (millions of yen)
Year-on-year change (%)
System Integration Business
706,735
+16.9
Service and Support Business
181,944
+8.6
Total
888,680
+15.1
(Notes) 1. Intersegment transactions have been eliminated.
2. Values are based on purchasing prices.
Orders received
Since the production operations of the Group consist mainly of support services such as hardware and software maintenance services, with only a small portion of which being engineered-to-order production, the report on actual orders received has been omitted.
Sales results
Sales results by segment for the fiscal year under review are as shown below.
Segment name
Sales turnover (millions of yen)
Year-on-year change (%)
System Integration Business
902,915
+24.1
Service and Support Business
419,875
+10.5
Total
1,322,791
+19.4
(Note) Intersegment transactions have been eliminated.
Details of analysis and examination of operating results from management perspective
The details of recognition, analysis and examination of the Group’s operating results from management perspective are as follows. Forward-looking statements included herein are based on management’s judgments as of the filing date of this Annual Securities Report.
Details of recognition, analysis and examination of operating results, etc. for the fiscal year under review
Analysis of operating results
(Sales)
Net sales of the Group for the fiscal year under review increased ¥215,122 million, or 19.4%, from the previous fiscal year to ¥1,322,791 million. By segment, net sales for the System Integration Business increased 24.1% year-on-year to ¥902,915 million, and net sales for the Service and Support Business increased 10.5% year-on-year to ¥419,875 million.
(Income and expenses)
Regarding profits, operating profit increased 21.0% year-on-year to ¥89,943 million, ordinary profit increased 20.5% year-on-year to ¥91,525 million, and profit attributable to owners of parent increased 20.2% year-on-year to ¥64,303 million.
The information about sales and income and expenses are stated under “II. Overview of Business, 4. Management Analysis of Financial Position, Operating Results and Cash Flows, (1) Overview of operating results, etc., (i) Operating results.”
Analysis of financial position
(Assets)
Total assets at the end of the fiscal year under review increased ¥55,296 million from the end of the previous fiscal year to
¥729,200 million.
Current assets increased ¥36,671 million from the end of the previous fiscal year to ¥605,514 million due to such factors as increases in cash and deposits, and notes and accounts receivable - trade, and contract assets. Non-current assets increased
¥18,625 million from the end of the previous fiscal year to ¥123,685 million.
(Liabilities)
Total liabilities at the end of the fiscal year under review increased ¥30,955 million from the end of the previous fiscal year to ¥329,611 million.
Current liabilities increased ¥33,118 million from the end of the previous fiscal year to ¥322,810 million due to such factors as increases in refund liabilities, and electronically recorded obligations - operating. Non-current liabilities decreased ¥2,162 million from the end of the previous fiscal year to ¥6,801 million.
(Net assets)
Net assets at the end of the fiscal year under review increased ¥24,341 million from the end of the previous fiscal year to
¥399,588 million due to such factors as an increase in retained earnings.
As a result, the equity ratio decreased 0.9 percentage points from the end of the previous fiscal year to 54.1%.
Analysis of cash flows
The status of cash flows is stated under “II. Overview of Business, 4. Management Analysis of Financial Position, Operating Results and Cash Flows, (1) Overview of operating results, etc., (iii) Cash flows.”
Trends in the indicators related to cash flows of the Group are as shown below.
Fiscal year ended December 31,
2022
Fiscal year ended December 31,
2023
Fiscal year ended December 31,
2024
Fiscal year ended December 31,
2025
Equity ratio
(%)
61.1
61.1
55.0
54.1
Equity ratio based on market value
(%)
150.6
196.2
203.1
168.1
Interest-bearing debt to cash flow ratio
(years)
0.3
0.1
0.2
0.1
Interest coverage ratio
(times)
663.6
1,808.7
679.7
1,387.6
Equity ratio: Equity / Total assets
Equity ratio based on market value: Market capitalization / Total assets
Interest-bearing debt to cash flow ratio: Interest bearing debt / Cash flows from operating activities Interest coverage ratio: Cash flows from operating activities / Interest paid
(Notes) 1. All of the above indicators are calculated based on consolidated financial figures.
Total market capitalization is calculated based on the number of issued shares excluding treasury shares.
Interest-bearing debt includes all liabilities recorded in the Consolidated Balance Sheets for which interest is paid.
Cash flows from operating activities and interest paid are the same as the figures recorded as “net cash provided by (used in) operating activities” and “interest paid,” respectively, in the Consolidated Statements of Cash Flows.
Information on capital resources and liquidity of funds
The Group’s funding requirements are mainly for working capital to run its business activities and for equipment funds.
These funding requirements are fulfilled through funds internally generated as well as loans from financial institutions.
With regard to working capital at hand, in our effort to reduce interest-bearing debt of the Group as a whole, we have introduced the Company’s cash management system (CMS) at some of the subsidiaries so as to bring surplus funds of these companies under the central management of the Company.
There is no plan of significant capital investment.
Status of achievement of target management indicators
One of the Group’s management goals is to keep on enhancing corporate value through stable business expansion, accomplished by building long-term, sustainable business relationships with customers. As management indicators used to monitor progress towards this goal, we focus on the number of customer companies with transactions, net sales per company, the rate of operating profit growth, the operating profit to net sales ratio, and return on equity, and strive for continuous improvement in these areas. We will also focus on the dividend payout ratio and aim to maintain stable dividends.
The targets for each management indicator set in the Medium- to Long-term Management Policy (announced on July 24, 2023) are: rate of number of customer companies with transactions growth of 2.0%, rate of net sales per company growth of 3.0%, rate of operating profit growth of 6.0%, anchoring operating profit to net sales ratio of 7.0%, and return on equity of 13.0%. We also aim to consistently achieve a dividend payout ratio of 50%.
In the fiscal year under review, the number of customer companies with transactions increased 5.4% year-on-year to 311 thousand companies, net sales per company increased 12.0% year-on-year to ¥3.73 million, the rate of operating profit growth was 21.0%, the operating profit to net sales ratio expanded 0.1 percentage points year-on-year to 6.8%, and return on equity increased 1.8 percentage points year-on-year to 16.8%. The consolidated dividend payout ratio came to 53.1%. The Group will maintain its efforts to improve these financial indicators on a continuing basis.
Significant accounting policies and estimates
The Group’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in Japan. In preparing these consolidated financial statements, the Group makes accounting estimates based on rational standards for matters that require estimates. The Group makes rational decisions regarding these estimates in consideration of past results. However, actual results may differ from these estimates. The accounting policies significant in preparing these consolidated financial statements are as described in “V. Financial Information.”
The Group believes the following significant accounting policies could affect the preparation of the consolidated financial statements.
Revenue recognition
Products
The Group identifies the procurement from suppliers and provision of the following products to customers as its performance obligations: SI-related products such as copiers, PCs, servers and software, which are included in the System Integration Business, and supplies such as office equipment-related consumables and office supplies, which are included in the Service and Support Business. Revenue is recognized when the control of a relevant asset is transferred to the customer. However, for domestic sales transactions of goods shipped from the distribution centers of the Group, revenue is recognized at the time of shipment because the period between shipment of such assets and the transfer of control to the customer is a normal period of time. Certain transactions of SI-related products involve a right of return. For such transaction, we do not recognize revenue for the portion of products expected to be returned. Instead, we recognize a refund liability for the amount of consideration received or receivable for such products. We recognize a return asset representing our right to recover products from the customer upon settlement of the refund liability.
The Group is typically involved in determining the specifications of the goods for customers, the delivery date and the delivery location, selects a manufacturer or a distributor designated by the manufacturer (hereinafter referred to as the “regular suppliers”), and delivers the goods to customers.
Some of those transactions involve multiple companies and the related goods themselves are delivered directly from a supplier to the final customer without going through the Company or the consolidated subsidiary concerned. These transactions may include goods that have been purchased from non-regular suppliers in exceptional circumstances. In that case, the Group must take into consideration the nature of each transaction, confirm the existence of the transaction, identify its own roles in the commercial flow of the transaction, identify the performance obligation, and accordingly assess whether it is a principal or an agent. When it is an agent, revenue is recognized at the net amount of consideration received from the customer less the amount paid to suppliers.
Services
The Group identifies performance obligations for consigned software development included in the System Integration Business for each of the four phases of 1. requirements definition, 2. design, 3. construction, and 4. operational preparation and transition, and enters into contracts and acquires an acceptance inspection for each of these phases. However, for contracts that fall under the above category but have a very short term, revenue is recognized when the performance obligation is fully satisfied. In addition, maintenance services included in the Service and Support Business are identified as performance obligations to provide maintenance and support for equipment, software, and other items installed in the System Integration Business, and the revenues are recognized according to the performance obligations that are fulfilled by contract over a certain period of time or according to the volume of services provided. However, for some services, such as copy maintenance and telecommunications, in which other parties are involved, revenues are recognized on a net basis, as the Company judges that the performance obligation of the Group is to arrange for the services to be provided by such other parties and they are acting as agents in the transactions.
Factors that have significant impacts on operating results
Factors that have significant impacts on operating results are stated under “II. Overview of Business, 3. Business Risks.”
Material Contracts, etc.
Not applicable.
Research and Development Activities
Research and development activities for the Group are conducted mainly by the Company and OSK Co., Ltd., a subsidiary responsible for research and development. The Group’s research and development expenses for the fiscal year under review totaled
¥3,461 million.
Information by segment on research and development activities is not stated, since such activities cannot be connected to a particular segment.
The Group is engaged in research and development on the following themes related to software in computer systems. These are aimed at developing high-performance, high-quality and advanced products to be offered to the customers and to help improve productivity and promote DX for the customers, by building on the foundation of research for new information technologies and products and always incorporating trending functions such as the latest technology and cloud service integration into software products originally developed by the Group. The Group is also working to develop software tools aimed at boosting productivity in order to improve the efficiency of system support work performed by system engineers. In addition, the Group conducts survey and research to use and apply cutting-edge AI and related technologies, and will strive to strengthen competitiveness by working on the creation of new business models and development of new services.
Survey and research on the use and application of new information technologies and products
Research and development of systems using AI image analysis technology
Research and development of collection functions of various sensor information and data analysis functions linked with other system information
Research and development of services using generative AI
Development of original software products
New product development and drastic improvement of existing products of packaged software for industrial and business use
New product development and drastic improvement of existing products in software related to integrated groupware
New product development and drastic improvement of existing products of software integrating packaged software for business use and groupware
Research and development of implementation of AI prediction model and AI agent functions for integrated software
Research and development of package services using AI image analysis technology
Research and development of development tools aimed at the improvement of productivity and quality, and standardization in the process of consigned software development, and support tools for improving efficiency and standardization in the support of packaged software for industrial and business use
Survey and research on the use and application of rapidly evolving cutting-edge AI and related technologies
Research and development of autonomous systems by applying AI agent technology
Research and development of AI systems in which multiple LLMs collaborate to perform advanced self-explanation
Research and development of data management systems supporting AI learning data
Information about Facilities
Overview of Capital Investments
In the fiscal year under review, the Group made capital investments of ¥19,278 million to respond to the rapid technological innovation and changes in the market environment. Investments on intangible assets are stated, in addition to those on property, plant and equipment.
In the System Integration Business, the Group made capital investments of ¥10,138 million, mainly to strengthen the sales support environment and to build up intra-company infrastructure.
In the Service and Support Business, the Group made capital investments of ¥9,252 million, mainly to build up intra-company infrastructure for network support and system operation support.
Major Facilities
Major facilities of the Group as of December 31, 2025 are as listed below.
Reporting company
As of December 31, 2025
Business site (location)
Segment name
Book value
Number of employees (persons)
Buildings
and structures (millions of
yen)
Land
Other (millions of yen)
Total (millions of yen)
Area (m2)
Value (millions of yen)
Head Office, other (Chiyoda-ku, Tokyo, other)
System Integration
Business and Service and Support Business
5,095
[1,466]
3,225
9,851
2,795
17,742
2,968
Metropolitan Area Group (Chiyoda-ku, Tokyo, other)
System Integration
Business and Service and Support Business
3,934
[1,911]
4,260
2,744
507
7,186
2,950
Kansai Area Group
(Fukushima-ku, Osaka City, other)
System Integration
Business and Service and Support Business
908
[510]
1,278
730
152
1,791
1,233
Regional Group
(Naka-ku, Nagoya City, other)
System Integration
Business and Service and Support Business
117
[613]
-
-
137
255
939
Hotel Division
(Atami City, Shizuoka Prefecture, other)
System Integration
Business and Service and Support Business
3,313
[2]
48,113
1,107
106
4,528
151
Logistics Center
(Kanazawa-ku, Yokohama City, other)
System Integration
Business and Service and Support Business
23
[3,856]
-
-
2,680
2,704
46
Subsidiaries
As of December 31, 2025
Segment name
Number of subsidiaries
Details of facilities
Book value
Number of employees (persons)
Buildings
and structures (millions
of yen)
Land
Other (millions of yen)
Total (millions of yen)
Area (m2)
Value (millions of yen)
System Integration Business and Service and Support Business
4
Facilities related to
System Integration Business and facilities related to Service and Support
Business
119
[809]
-
-
208
328
1,792
(Notes) 1. “Other” under book value includes machinery and equipment, vehicles, furniture and fixtures, and leased assets.
“Head Office, other” of the reporting company includes business sites that serve head office functions.
“Metropolitan Area Group” and “Kansai Area Group” of the reporting company include their subordinate departments and regional offices.
“Regional Group” of the reporting company includes Sapporo Branch (Chuo-ku, Sapporo City), Sendai Branch (Miyagino-ku, Sendai City), Chubu Office (Naka-ku, Nagoya City), Kyoto Branch (Nakagyo-ku, Kyoto City), Kobe Branch (Chuo-ku, Kobe City), Hiroshima Branch (Naka-ku, Hiroshima City), Kyushu Branch (Hakata-ku, Fukuoka City), and others.
“Hotel Division” of the reporting company includes Hotel New Sagamiya (Atami City, Shizuoka Prefecture), Hotel Biwa Lake Otsuka (Otsu City, Shiga Prefecture), Hotel Ichinomiya Seaside Otsuka (Chosei-gun, Chiba Prefecture), and Hotel Ijika-So (Toba City, Mie Prefecture).
“Logistics Center” of the reporting company includes warehouses that serve its logistics functions.
The classification of reportable segments has been changed from the fiscal year under review. Further details are as described in “V. Financial Information, 1 Consolidated Financial Statements, Etc., (1) Consolidated Financial Statements, [Notes to consolidated financial statements], (Segment information, etc.).”
Annual rent expenses for major rented facilities are separately stated in brackets [ ].
In addition to the above, there are major leased facilities as stated below.
Reporting company
As of December 31, 2025
Segment name
Details
Number of units
Annual rental and
leasing charges (millions of yen)
System Integration Business and
Service and Support Business
Vehicles
2,292
718
Subsidiaries
As there is no quantitative significance, statement has been omitted.
Planned Addition, Retirement, and Other Changes of Facilities
Plans for addition, etc. of significant facilities as of the end of the fiscal year under review are as stated below.
Addition of significant facilities Not applicable.
Significant repair, retirement, etc. Not applicable.
Information about Reporting Company
Company’s Shares, etc.
Total number of shares, etc.
Total number of shares
Class
Total number of authorized shares (shares)
Common shares
1,354,320,000
Total
1,354,320,000
Number of shares issued
Class
Number of shares issued as of the fiscal year-end (shares) (December 31, 2025)
Number of shares issued as of the filing date (shares)
(March 26, 2026)
Name of the financial
instruments exchange on which the Company is listed or the authorized financial instruments firms association with which the
Company is registered
Details
Common shares
380,004,240
380,004,240
Tokyo Stock Exchange
(Prime Market)
The number of shares per
stock unit is 100.
Total
380,004,240
380,004,240
-
-
Share acquisition rights
Description of stock option plans Not applicable.
Description of rights plans Not applicable.
Share acquisition rights for other uses Not applicable.
Exercises of corporate bond certificates, etc. with share acquisition rights subject to exercise value change Not applicable.
Changes in the total number of shares issued and amount of share capital, etc.
Date
Change in the
total number of
shares issued (shares)
Balance of the
total number of
shares issued (shares)
Change in share capital
(millions of yen)
Balance of share capital
(millions of yen)
Change in legal capital surplus (millions of yen)
Balance of legal capital surplus (millions of yen)
April 1, 2024
(Note)
190,002,120
380,004,240
-
10,374
-
16,254
(Note) The change is attributable to a two-for-one stock split.
Shareholding by shareholder category
As of December 31, 2025
Category
Status of shares (Number of shares per stock unit: 100 shares)
Shares less than one stock unit (shares)
Government and local municipalities
Financial institutions
Financial instruments business operators
Other corporations
Foreign corporations,
etc.
Individuals and others
Total
Non-
individuals
Individuals
Number of
shareholders (persons)
-
71
23
109
693
19
8,066
8,981
-
Number of
shares held (stock units)
-
764,845
192,162
1,342,599
1,003,082
132
496,889
3,799,709
33,340
Percentage of
the number of shares held
(%)
-
20.12
5.05
35.33
26.39
0.00
13.07
100.00
-
(Notes) 1. The percentages of the number of shares held have been rounded down to the second decimal place.
Of the 803,041 shares of treasury shares, 8,030 stock units are included in the figure presented for “Individuals and others” and 41 shares are included in the figure presented for “Shares less than one stock unit.”
Major shareholders
As of December 31, 2025
Name
Address
Number of shares held
(1,000 shares)
Percentage of the number of shares held to the total number of shares issued (excluding treasury shares) (%)
Otsuka Sobi Co., Ltd.
2-18-4 Iidabashi, Chiyoda-ku, Tokyo
127,205
33.54
The Master Trust Bank of Japan, Ltd. (Trust Account)
1-8-1, Akasaka, Minato-ku, Tokyo
40,811
10.76
Custody Bank of Japan, Ltd. (Trust Account)
1-8-12 Harumi, Chuo-ku, Tokyo
22,437
5.91
Yuji Otsuka
Shinjuku-ku, Tokyo
9,363
2.46
OTSUKA CORPORATION Employee
Stock-Sharing Plan
2-18-4 Iidabashi, Chiyoda-ku, Tokyo
8,490
2.23
JP Morgan Securities Japan Co., Ltd.
2-7-3 Marunouchi, Chiyoda-ku, Tokyo
7,057
1.86
Keiko Otsuka
Meguro-ku, Tokyo
6,963
1.83
SMBC Nikko Securities Inc.
3-3-1 Marunouchi, Chiyoda-ku, Tokyo
5,741
1.51
STATE STREET BANK AND TRUST COMPANY 505001
ONE CONGRESS STREET, SUITE 1,
(Standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.)
BOSTON, MASSACHUSETTS
(2-15-1 Konan, Minato-ku, Tokyo)
4,200
1.10
BNYM AS AGT/CLTS NON TREATY JASDEC
240 GREENWICH STREET, NEW YORK, NEW YORK 10286 U.S.A.
3,872
1.02
(Standing proxy: MUFG Bank, Ltd.)
(1-4-5 Marunouchi, Chiyoda-ku, Tokyo)
Total
-
236,144
62.27
(Notes) 1. The percentages of the number of shares held to the total number of shares issued (excluding treasury shares) have been rounded down to the second decimal place.
2. In the statements of large-volume holdings (statement of changes) made available for public inspection on July 18, 2025, it is stated that JP Morgan Securities Japan Co., Ltd. and its joint holders (JPMorgan Asset Management (Japan) Limited,
J.P. Morgan Investment Management Inc., JPMorgan Asset Management (Asia Pacific) Limited, J.P. Morgan Securities plc, J.P. Morgan Securities LLC, J.P. Morgan Prime Inc., and J.P. Morgan Mansart Management Limited) held the following shares as of July 15, 2025. However, except for JP Morgan Securities Japan Co., Ltd., the Company could not confirm the actual number of shares held as of the fiscal year-end, and therefore they have not been included in the major shareholders listed above.
Name
Address
Number of shares, etc. held
(1,000 shares)
Percentage of shares, etc. held (%)
JP Morgan Securities Japan Co., Ltd.
Tokyo Building, 2-7-3 Marunouchi, Chiyoda-ku, Tokyo
12
0.00
JPMorgan Asset Management (Japan) Limited
Tokyo Building, 2-7-3 Marunouchi, Chiyoda-ku, Tokyo
1,608
0.42
J.P. Morgan Investment Management Inc.
383 MADISON AVENUE, NEW YORK, NEW YORK 10179 U. S. A.
1,663
0.44
JPMorgan Asset Management (Asia Pacific) Limited
CHATER HOUSE, 8 CONNAUGHT ROAD, CENTRAL, HONG KONG
494
0.13
J.P. Morgan Securities plc
25 BANK STREET, CANARY WHARF, LONDON E14 5JP, UNITED KINGDOM
4,282
1.13
J.P. Morgan Securities LLC
383 MADISON AVENUE, NEW YORK, NEW YORK 10179 U. S. A.
1,320
0.35
J.P. Morgan Prime Inc.
383 MADISON AVENUE, NEW YORK, NEW YORK 10179 U. S. A.
0
0.00
J.P. Morgan Mansart Management Limited
25 BANK STREET, CANARY WHARF, LONDON E14 5JP, UNITED KINGDOM
800
0.21
Voting rights
Issued shares
As of December 31, 2025
Category
Number of shares
(shares)
Number of voting rights
(units)
Details
Shares without voting rights
-
-
-
Shares with restricted voting rights
(Treasury shares, etc.)
-
-
-
Shares with restricted voting rights
(Others)
-
-
-
Shares with full voting rights (Treasury shares, etc.)
(Treasury shares)
Common shares
803,000
-
-
Shares with full voting rights (Others)
Common shares
379,167,900
3,791,679
-
Shares less than one stock unit
Common shares
33,340
-
-
Issued common stock
380,004,240
-
-
Voting rights held by all shareholders
-
3,791,679
-
(Note) 41 treasury shares held by the Company are included in the figure presented for “Shares less than one stock unit.”
Treasury shares, etc.
As of December 31, 2025
Name of shareholder | Address of shareholder | Number of shares held under own name (shares) | Number of shares held under names of others (shares) | Total number of shares held (shares) | Percentage of the number of shares held to the total number of shares issued (%) |
(Treasury shares) OTSUKA CORPORATION | 2-18-4 Iidabashi, Chiyoda- ku, Tokyo | 803,000 | - | 803,000 | 0.21 |
Total | - | 803,000 | - | 803,000 | 0.21 |
(Note) The percentages of the number of shares held to the total number of shares issued have been rounded down to the second decimal place.
Acquisition and Disposal of Treasury Shares
Class of shares, etc.: Common shares
Acquisition by resolution of General Meeting of Shareholders Not applicable.
Acquisition by resolution of the Board of Directors Not applicable.
Acquisition not based on resolution of General Meeting of Shareholders or resolution of the Board of Directors Not applicable.
Disposal and holding of acquired treasury shares
Category
Current fiscal year
Current period
Number of shares (shares)
Total amount
disposed (yen)
Number of shares (shares)
Total amount
disposed (yen)
Acquired treasury shares for which
subscribers were solicited
-
-
-
-
Acquired treasury shares which were
cancelled
-
-
-
-
Acquired treasury shares transferred due
to a merger, share exchange, share delivery, or a company split
-
-
-
-
Others (–)
-
-
-
-
Treasury shares held
803,041
-
803,041
-
(Note) The figure presented for “Treasury shares held” during the “Current period” does not include the number of shares less than one stock unit purchased during the period from March 1, 2026 to the filing date of the Annual Securities Report.
Dividend Policy
The Company considers the return of profit to shareholders to be one of the most important management issues and its basic policy is to continually pay stable dividends based on its business performance while taking into consideration the enhancement of business foundation and soundness of financial strength. The Company has paid dividends once a fiscal year up to the previous fiscal year. However, from the current fiscal year, the Company plans to pay dividends twice a fiscal year, as interim dividends and year-end dividends.
In accordance with this policy, for the current fiscal year, the Company has paid interim dividends of ¥45 per share, and plans to pay year-end dividends of ¥45 per share upon resolution at the Annual General Meeting of Shareholders scheduled to be held on March 27, 2026. As a result, combined with the interim dividends of ¥45, the annual dividend will be ¥90, representing an increase of ¥10 compared to the dividend per share for the previous fiscal year. The dividend payout ratio for the current fiscal year is expected to be 56.4%.
The decision-making body for dividends of surplus at the Company is the Board of Directors for interim dividends and the Annual General Meeting of Shareholders for year-end dividends. Furthermore, the Company’s Articles of Incorporation stipulate that based on a resolution of the Board of Directors, the Company may pay interim dividends with the record date of June 30 each year.
Details of the dividends of surplus for the current fiscal year are as follows:
Date of resolution
Total amount of dividends (millions of yen)
Dividend per share (yen)
August 1, 2025 Resolution at the Board of Directors
17,064
45.00
March 27, 2026
Resolution at the Annual General Meeting of Shareholders (scheduled)
17,064
45.00
Corporate Governance
Overview of corporate governance
Basic stance regarding corporate governance
Based on its Mission Statement presented in “II. Overview of Business, 1. Management Policy, Business Environment and Issues to be Addressed, (1) Basic management policy,” the Company has made continuous efforts to strengthen corporate governance, and established the following “Basic Policy for Corporate Governance.”
Securing the rights and equal treatment of shareholders
The Company positions its shareholders as important stakeholders, and recognizes that building medium- to long-term relationships of trust with shareholders is one of its important management issues.
To this end, we endeavor to develop a system for securing effective equal treatment of all shareholders and an environment in which shareholders can exercise their rights appropriately.
Appropriate cooperation with stakeholders other than shareholders
In order to achieve its sustainable growth and create medium- to long-term corporate value, the Company endeavors to appropriately cooperate not only with its shareholders, but also with stakeholders other than shareholders (employees, customers, business partners, creditors, local communities, etc.), and works to build a strong relationship of trust with them.
Based on corporate ethics and the spirit of compliance spelled out in its Mission Statement, the Company sets out as the basic policy and the goal for corporate governance to adapt agilely to changes in the environment and augment its competitiveness by ensuring thorough compliance and raising both operational transparency and fairness. The Board of Directors takes the lead in promoting these policies and goals.
Ensuring appropriate information disclosure and transparency
The Company continues to disclose financial and non-financial information in compliance with the relevant laws and regulations in a timely, appropriate, and fair manner, and also appropriately works to provide information beyond that required by law.
Responsibilities of the Board of Directors, etc.
The Company has adopted a company with an Audit & Supervisory Board as a form of corporate organization under the Companies Act. The Board of Directors executes important management decision-making and carries out oversight of business execution, and the Audit & Supervisory Board Members and the Audit & Supervisory Board, which are independent from the Board of Directors, conduct audits of the status of execution of duties by Directors, among other matters.
In addition, the Company has adopted the Corporate Officer System in order to realize rapid decision-making on business execution. The Board of Directors works to improve profitability and capital efficiency, etc., aimed at achieving sustainable growth of the Company and improving corporate value over the medium- to long-term, in light of its fiduciary responsibility and accountability to shareholders as well as responsibility to various stakeholders other than shareholders.
Dialogue with shareholders
In order to contribute to sustainable growth and improvement of corporate value over the medium- to long-term, the Company recognizes that it is important that senior management and Directors engage in dialogue with shareholders even outside General Meetings of Shareholders, clearly explain their business policies, and gain support from shareholders.
To this end, the Corporate Planning Office is responsible for IR of the Company, and regularly offers opportunities of dialogue with shareholders and investors so that they are able to deepen understanding of the Company.
Overview of the corporate governance system and reason for adopting this system
A. Overview of the corporate governance system
The Company consists of various statutory bodies such as the General Meeting of Shareholders, Directors and Board of Directors, Audit & Supervisory Board Members and Audit & Supervisory Board and Accounting Auditor. An Audit & Supervisory Board Members System has therefore been adopted. Additionally, the Company appoints outside Directors and outside Audit & Supervisory Board Members with the aim of strengthening the monitoring of the execution of duties.
The system as of the filing date of the Annual Securities Report (March 26, 2026) is as follows.
The Board of Directors is chaired by Yuji Otsuka, President & Chief Executive Officer, and consists of ten persons,
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Otsuka Corporation published this content on April 03, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 03, 2026 at 00:03 UTC.
