Takuma Co., Ltd.TSE: 6013

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· Issued by Takuma Co., Ltd.

Disclaimer: This document has been 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.

To whom it may concern,

Company name Takuma Co., Ltd. Representative Kunio Hamada,

President and Representative Director

January 28, 2026

(Securities code: 6013; Prime of Tokyo Stock Exchange)

Inquiries Hiroyuki Kobayashi,

General Manager, Corporate Communications & Investor Relations Department,

Corporate Planning & Administration Division

E-mail koho-ir@takuma.co.jp

Notice Regarding Absorption-Type Merger Between Consolidated Subsidiaries

Takuma Co., Ltd. ("the Company," hereafter) announces that the Company has resolved at the meeting of the Board of Directors held on January 28, 2026, to implement a merger between Nippon Thermoener Co., Ltd. ("NTEC," hereafter) and IHI Packaged Boiler Co., Ltd. ("IBK," hereafter), both are consolidated subsidiaries of the Company, as described below ("the Merger," hereafter).

As the Merger is between consolidated subsidiaries of the Company, certain disclosure items and details have been omitted.

  1. Purpose of the Merger

    The Company acquired all shares of IBK from IHI Corporation on April 1, 2025.

    The merger will consolidate the management resources of NTEC and IBK, effectively utilize sales and maintenance networks, improve production efficiency for once-through boilers and other products, and strengthen technological development, thereby strengthening the competitiveness of the Package Boiler Business of the Company group.

  2. Outline of the Merger

    1. Schedule of the Merger

      Board of Directors meeting approving the Merger agreement (the Company) January 28, 2026

      Board of Directors meeting approving the Merger agreement (NTEC, IBK) January 29, 2026 (scheduled) Conclusion of the Merger agreement January 29, 2026 (scheduled) General meeting of shareholders approving the Merger agreement (NTEC, IBK) January 29, 2026 (scheduled) Effective date April 1, 2026 (scheduled)

    2. Method of the Merger

      The Merger will be conducted as an absorption-type merger in which NTEC will be the surviving company and IBK will be the absorbed company.

    3. Details of allotment pertaining to the Merger

      As the Merger is between wholly consolidated subsidiaries of the Company, there will be no allotment of shares

      or other monetary considerations in connection with the Merger.

    4. Handling of share acquisition rights and bonds with share acquisition rights upon the Merger Not applicable.

  3. Overview of the merging companies

    Surviving company

    Absorbed company

    Name

    Nippon Thermoener Co., Ltd.

    IHI Packaged Boiler Co., Ltd.

    Location

    3-2-10, Shirokanedai, Minato-ku, Tokyo

    3-12-1, Harumi, Chuo-ku, Tokyo

    Representative

    Masahiko Izumi,

    President and Representative Director

    Eiji Takayanagi,

    President and Representative Director

    Business

    Design, manufacturing, sales, installation, construction supervision, technical guidance support, equipment diagnosis, operation, maintenance and repair services, parts and water treatment chemical supply services for various boilers, heat management equipment, energy saving equipment, pollution prevention equipment

    and ancillary facilities

    Design, manufacturing, sales, installation, construction supervision, technical guidance support, equipment diagnosis, operation, maintenance and repair services, parts and water treatment chemical supply services for various boilers, heat management equipment, energy saving equipment, pollution prevention equipment

    and ancillary facilities

    Capital

    491,400,000 JPY

    400,000,000 JPY

    Established

    August 1, 1961

    October 16, 1978

    Number of issued shares

    640,000 shares

    800,000 shares

    Fiscal year end

    March 31

    March 31

    Shareholders and percentage of shares held

    The Company: 100%

    The Company: 100%

    Financial position and business results for the latest fiscal year (fiscal year ended March 2025)

    Net assets

    9,438 million JPY

    814 million JPY

    Total assets

    16,195 million JPY

    3,496 million JPY

    Net assets per share

    14,747 JPY

    1,017 JPY

    Net sales

    19,845 million JPY

    7,094 million JPY

    Operating profit

    1,404 million JPY

    424 million JPY

    Ordinary profit

    1,449 million JPY

    419 million JPY

    Profit attributable to owners of parent

    1,070 million JPY

    266 million JPY

    Profit attributable to owners of parent per share

    1,672 JPY

    333 JPY

  4. Status after the Merger

    Name

    Nippon Thermoener Co., Ltd.

    Location

    Sumitomo Fudosan Osaki Twin Building West, 2-22-9, Higashi-Gotanda, Shinagawa-ku,

    Tokyo

    Representative

    Yuji Fujiwara, President and Representative Director

    Business

    Design, manufacturing, sales, installation, construction supervision, technical guidance

    support, equipment diagnosis, operation, maintenance and repair services, parts and water treatment chemical supply services for various boilers, heat management equipment, energy saving equipment, pollution prevention equipment and ancillary facilities

    Capital

    491,400,000 JPY

    Fiscal year end

    March 31

    Shareholders and percentage of shares held

    The Company: 100%

  5. Future Outlook

Since the Merger is between wholly consolidated subsidiaries of the Company, the impact on its consolidated financial results is expected to be insignificant.

The Company will promptly announce any matters that require disclosure if they arise in the future.