Notice Regarding the Share Acquisition of Kan-ei Maintenance Corporation by a Consolidated Subsidiary of Takuma (Conversion into a Sub-subsidiary) [PDF: 791KB]

March 25, 2026

To whom it may concern,

Takuma Co., Ltd. ("the Company," hereafter) announces that, at the meeting of the Board of Directors held on March 25, 2026, it has resolved that Takuma Technos Co., Ltd. ("Takuma Technos," hereafter), a consolidated subsidiary of the Company, will acquire all shares ("Share Acquisition," hereafter) of Kan-ei Maintenance Corporation ("Kan-ei Maintenance," hereafter) and make it a sub-subsidiary of the Company.

1. Purpose of the Share Acquisition

   Under the 14th Medium-Term Management Plan (FY2024-FY2026), the Takuma Group is promoting M&A and alliances that align with its business strategies. The Share Acquisition will contribute to strengthening the plant after-sales service business (recurring revenue model businesses) in the domestic environment and energy business, which the Takuma Group positions as a growth driver.

   Takuma Technos is primarily engaged in the operation and maintenance of municipal solid waste treatment plants and similar facilities. In recent years, in the municipal solid waste treatment sector, the DBO method-under which local governments or other entities outsource the design and construction of facilities together with their subsequent operation and maintenance to private companies-has become the mainstream approach, and the role played by Takuma Technos within the Takuma Group has been increasing.

   Kan-ei Maintenance is primarily engaged in the operation and maintenance of municipal solid waste treatment plants, sewage treatment facilities, water supply facilities, and similar infrastructure, mainly in Saitama Prefecture. Over many years, Kan-ei Maintenance has continued contributing to the safe and reliable operation of important regional infrastructure. As of March 1, 2026, it has approximately 400 employees (including part-time and temporary staff) and is responsible for the operation and maintenance of approximately 30 facilities.

   Through this Share Acquisition, Takuma Technos and Kan-ei Maintenance will share operational and maintenance know-how, as well as management resources including human resources, thereby establishing an organization that will enable the provision of higher-quality operation and maintenance services to customers such as local governments.

2. Overview of the consolidated subsidiary involved in the Share Acquisition

   1) Name	Takuma Technos Co., Ltd.
   2) Location	Shibaura Renasite Tower, 3-9-1 Shibaura, Minato-ku, Tokyo, Japan
   3) Representative	Naoya Uemura, President and Representative Director
   4) Business	Operation and maintenance of municipal solid waste treatment plants and similar facilities Equipment installation work for various types of plants Sales of chemical products, etc.
   5) Capital	248,400 thousand of yen
   6) Established	September 27, 1967
   7) Major shareholders and shareholding ratio	The Company: 100%

3. Overview of the company to be acquired as a sub-subsidiary

   1) Name	Kan-ei Maintenance Corporation
   2) Location	1-6-10, Sakura-cho, Gyoda-shi, Saitama, Japan
   3) Representative	Masami Yamada, President and Representative Director
   4) Business	Operation and maintenance of municipal solid waste treatment plants and similar facilities Equipment installation work for various types of plants Sales of chemical products, etc.
   5) Capital	10,000 thousand of yen
   6) Established	March 1, 1984
   7) Major shareholders and shareholding ratio	Tofu Corporation: 35.54% Sunwax Corporation: 16.53% Other individual shareholders: 47.93%
   8) Relationship with the Listed Company	Capital	No relationship
   	Personnel	No relationship
   	Business	No relationship
   9) Business performance and fiscal conditions of the past three years
   Accounting period	FY ended March 2023	FY ended March 2024	FY ended March 2025
   Net assets	653 million of yen	719 million of yen	812 million of yen
   Total assets	898 million of yen	1,059 million of yen	1,182 million of yen
   Net assets per share	3,266,011 yen	3,599,201 yen	4,064,132 yen
   Net sales	1,899 million of yen	2,008 million of yen	2,235 million of yen
   Operating profit	75 million of yen	80 million of yen	146 million of yen
   Ordinary profit	81 million of yen	109 million of yen	148 million of yen
   Net profit	50 million of yen	67 million of yen	92 million of yen
   Net profit per share	251,587 yen	338,190 yen	464,930 yen
   Dividend per share	-	-	-

   *The shareholding ratio is calculated after deducting treasury stock.

4. Overview of the counterparty to the Share Acquisition

   1) Name	Tofu Corporation
   2) Location	Royal Plaza Tokiwa #405, 1-3-9, Tokiwa, Urawa-ku, Saitama, Japan
   3) Representative	Masami Yamada, Representative Director
   4) Business	Building maintenance
   5) Capital	10,000 thousand of yen
   6) Established	April 25, 1977
   7) Net assets	84,143 thousand of yen
   8) Total assets	91,775 thousand of yen
   9) Major shareholders and shareholding ratio	Sunwax Corporation: 37.14% Other individual shareholders: 62.84%
   10) Relationship with the Listed Company	Capital	No relationship
   	Personnel	No relationship
   	Business	No relationship
   	Applicability to related parties	Not applicable

   1) Name	Sunwax Corporation
   2) Location	22-10, Gyoda, Gyoda-shi, Saitama, Japan
   3) Representative	Akira Yamada, Chairman and Representative Director Haruhito Nohara, President and Representative Director Masami Yamada, Senior Managing Director and Representative Director
   4) Business	Building maintenance
   5) Capital	50,000 thousand of yen
   6) Established	February 1, 1971
   7) Net assets	1,695,112 thousand of yen
   8) Total assets	2,168,933 thousand of yen
   9) Major shareholders and shareholding ratio	Tofu Corporation: 25.63% Other individual shareholders: 74.37%
   10) Relationship with the Listed Company	Capital	No relationship
   	Personnel	No relationship
   	Business	No relationship
   	Applicability to related parties	Not applicable

   *The counterparty to the Share Acquisition other than the above are individuals, and details are therefore omitted. There are no capital, personnel, or business relationships between the individual shareholders and the Company that require disclosure.

5. Number and price of shares and status of shares held before and after the Share Acquisition

   1) Number of shares held before the acquisition	0 share (number of voting rights: 0, percentage of voting rights: 0%)
   2) Number of shares acquired	121 shares (number of voting rights: 121)
   3) Acquisition price	The acquisition price is not disclosed in accordance with the intention of the counterparty. In determining the price, the Company conducted a review based on due diligence performed by external experts, reached the decision through mutual consultation, and recognizes the price as fair.
   4) Number of shares held after the acquisition	121 shares (number of voting rights: 121, percentage of voting rights: 100%)

6. Schedule of the Share Acquisition

   1) Date of resolution by the Board of Directors	March 25, 2026
   2) Date of signing	March 25, 2026
   3) Date of execution of the share transfer	April 1, 2026 (scheduled)

7. Future Outlook

As the scheduled date of execution of the share transfer falls in the next consolidated fiscal year, there will be no impact on the Company's consolidated financial results for the current fiscal year ending March 2026. The impact of this Share Acquisition on its consolidated financial results for the next fiscal year is expected to be insignificant. The Company will promptly announce any matters that require disclosure if they arise in the future.