Ebara Corporation TSE:6361

Ebara : Annual Securities Report (Fiscal Year Ended December 31, 2025)

Published

Source: MarketScreener

(Translation) This document has been extracted and translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Annual Securities Report

(Report filed pursuant to Article 24, Paragraph 1 of the Financial Instruments and Exchange Act) 161st fiscal year

(From January 1, 2025 to December 31, 2025)

EBARA CORPORATION

(E01542)

Table of Contents

Annual Securities Report for the 161st fiscal year

[Cover] 6

Part 1. Company Information 7
  1. Overview of Company 7
    1. Key Performance Indicators 7

      1. Consolidated Performance Indicators 7

    2. History 9

    3. Description of Business 11

    4. Subsidiaries and Associates 13

    5. Employees 17

      1. Information about the Group 17

      2. Information about the Reporting Company 17

      3. Information about Labor Union 18

      4. Ratio of Female Managers, Ratio of Male Employees Taking Childcare Leave, and Gender Wage Gap 18

  2. Business Overview 20
    1. Management Policy, Business Environment, and Issues to be Addressed 20

      1. Management Policy 20

      2. Our Vision for 2035 21

      3. Medium-Term Management Strategies and Target Performance Indicators 25

    2. Sustainability Approach and Initiatives 35

      1. Overall Sustainability 35

        1. Strategies for Overall Sustainability 38

        2. Risk Management for Overall Sustainability 38

        3. Metrics and Targets for Overall Sustainability 38

    3. Risk Factors 43

      1. The Company's Risk Management System 43

      2. Business Continuity Management 43

      3. Risk Analysis and Significant Risks for the Group 44

      4. Status of response to visible risks 50

    4. Management's Discussion and Analysis of Financial Position, Operating Results and Cash Flows 51

      1. Business Performance 51

      2. Financial Position 57

      3. Analysis and Review of the Status of Cash Flows and Information on the Source of Capital and Liquidity of Funds 57

      4. Significant Accounting Estimates and Underlying Assumptions 58

    5. Significant Contracts 58

      1. Technology Introduction Contracts 58

      2. Licensing Contracts 58

      3. Business Alliance Contracts 58

      4. Acquisition Contracts 58

      5. Monetary Loan Agreement with Financial Covenants 59

    6. Research and Development Activities 60

      Building Service & Industrial (BSI) 61

      Energy 61

      Infrastructure 61

      Environmental Solutions (ES) 62

      Precision Machinery (PM) 62

  3. Facilities 63
    1. Overview of Capital Investment 63

      (Building Service & Industrial) 63

      (Energy) 63

      (Infrastructure) 63

      (Environmental Solutions) 63

      (Precision Machinery) 63

      (Others) 63

    2. Major Facilities 64

      1. Reporting Company 64

      2. Domestic Subsidiaries 64

      3. Overseas Subsidiaries 65

    3. Plan of New Installation and Disposal of Facilities 66

      1. New Installation of Major Facilities 66

      2. Disposal of Major Facilities 66

  4. Information about Reporting Company 67
    1. Company's Shares 67

      1. Total Number of Shares 67

      2. Subscription Rights to Shares 67

      3. Status of Exercise of Bonds with Subscription Rights to Shares with Exercise Price Revision Clause, etc 82

      4. Changes in the Total Number of Shares Issued, Share Capital, etc 83

      5. Shareholding by Shareholder Category 84

      6. Major Shareholders 85

      7. Voting Rights 89

    2. Acquisition of Treasury Shares 90

      Class of Shares 90

      1. Acquisition by Resolution of General Meeting of Shareholders 90

      2. Acquisition by Resolution of Board of Directors 90

      3. Acquisition Not Based on Resolutions of General Meeting of Shareholders or Board of Directors 90

      4. Disposal of Acquired Treasury Shares and Number of Treasury Shares Held 91

    3. Dividend Policy 92

    4. Corporate Governance 93

      1. Overview of Corporate Governance 93

      2. Directors and Other Officers 108

      3. Auditing Status 129

      4. Compensation for Officers 133

      5. Shareholdings 143

  5. Financial Information 145
    1. Consolidated Financial Statements 146

      1. Consolidated Financial Statements 146

        1. Reporting entity 155

        2. Basis of preparation 155

        3. Material accounting policies 155

        4. Significant accounting estimates and related judgments 166

        5. Published standards and interpretation guidelines not yet applied 168

        6. Operating segments 169

        7. Cash and cash equivalents 173

        8. Trade and other receivables 174

        9. Inventories 174

        10. Other financial assets 175

        11. Property, plant and equipment 175

        12. Goodwill and intangible assets 177

        13. Impairment of non-financial assets 179

        14. Leases 181

        15. Subsidiaries and associates 181

        16. Investments accounted for using the equity method 182

        17. Income taxes 183

        18. Other assets 186

        19. Trade and other payables 187

        20. Bonds, borrowings and lease obligations 187

        21. Other financial liabilities 188

        22. Other liabilities 188

        23. Provisions 189

        24. Employee benefits 190

        25. Equity and other equity items 194

        26. Dividends 196

        27. Share-based payment 197

          1. Stock options 197

          2. Restricted stock compensation scheme 198

          3. Performance-linked stock compensation scheme 198

          4. Impact of share-based payment transactions on the Group's profit or loss and financial position 199

        28. Revenue 200

        29. Selling, general, and administrative expenses 202

        30. Other income and expenses 202

        31. R&D expenses 202

        32. Finance income and finance costs 203

        33. Earnings per share 204

        34. Other comprehensive income 205

        35. Financial instruments 206

        36. Changes in liabilities related to financing activities 218

        37. Related party transactions 219

        38. Commitment 219

        39. Collaterals 219

        40. Contingency 220

        41. Hyperinflation adjustment 222

        42. Additional information 222

        43. Subsequent events 223

      2. Other information 224

  6. Outline of Stock Administration of the Reporting Company 225
  7. Reference Information of the Reporting Company 226
    1. Information about Parent of Reporting Company 226

    2. Other Reference Information 226

Part 2. Information on Reporting Company's Guarantor 228 Independent Auditor's Report

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