These documents have been translated from Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities Code 9936)
June 4, 2026
To Shareholders with Voting Rights:Naoto Watanabe President
OHSHO FOOD SERVICE CORP.
294-1 Ibanoue-cho, Nishinoyama, Yamashina-ku, Kyoto, Japan
NOTICE OF THE 52ND ORDINARY GENERAL MEETING OF SHAREHOLDERSWe are pleased to inform you of the 52nd Ordinary General Meeting of Shareholders (the "Meeting") of OHSHO FOOD SERVICE CORP. (the "Company"), to be held as set forth below.
In convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 52nd Ordinary General Meeting of Shareholders" on the Company's website. Please access the Company's website below to confirm the information.
The Company's website https://ir.ohsho.co.jp/shareholder/meeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). If you will be accessing this information from the latter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter the issue name (company name) "OHSHO FOOD SERVICE CORP." or the Company's securities code "9936," and click "Search," click "Basic information" and select "Documents for public inspection/PR information," and access the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" field.
TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you will not be attending this General Meeting of Shareholders in person, you may exercise your voting rights either via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m., Wednesday, June 24, 2026 (Japan standard time).
- Date and Time: Thursday, June 25, 2026, at 1 p.m. Japan time (reception will open at noon)
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Place: Mizuho Room, West Tower 4F, The Westin Miyako Kyoto
1 Awataguchi Kachocho (Sanjokeage), Higashiyama-ku, Kyoto
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Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's 52nd Fiscal Year (April 1, 2025-March 31, 2026) and results of audits of the Consolidated Financial Statements by Accounting Auditor and the Board of Corporate Auditors.
2. The Non-Consolidated Financial Statements for the Company's 52nd Fiscal Year (April 1, 2025-March 31, 2026).
Proposal to be resolved: Proposal: Appropriation of SurplusWhen attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk at the venue.
Please be advised that persons other than shareholders, such as proxy agents who are not shareholders or those accompanying shareholders, are not allowed to participate in the Meeting.
If you exercise your voting rights in writing and there is no indication of approval or disapproval of a proposal on the voting form, this shall be treated as an intent of approval.
Please refer to the "Information on the Exercise of Voting Rights" (in Japanese only) for information on handling voting rights.
"Notes to Consolidated Financial Statements" and "Notes to Non-consolidated Financial Statements" are not included in the paper-based documents delivered to shareholders in accordance with the provisions of laws and regulations and Article 18, paragraph 2 of the Articles of Incorporation of the Company. Therefore, the Consolidated Financial Statements and the Non-consolidated Financial Statements stated in the aforementioned paper-based documents are a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor and the Corporate Auditors in preparing their respective audit reports.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company website and the TSE website (Listed Company Search) indicated on page 1.
The Company recognizes that returning profits to shareholders over the long term as an important issue. While actively promoting capital and human capital investments for growth with a view to future business expansion in order to further enhance corporate value, our policy is to make maximum efforts in shareholder returns in the form of stable and sustainable dividends. The Company proposes year-end dividends for the fiscal year ended March 31, 2026, to be ¥28 per share.
Matters concerning year-end dividends
Type of dividend assets: Cash
Matters concerning the allocation of dividend assets to be paid to shareholders and total dividend amount:
¥28 per share of common stock Total amount of ¥1,470,875,308
As an interim dividend of ¥28 per share was already paid, the total annual dividend for the fiscal year will be ¥56 per share.
Effective date of dividend payout: June 26, 2026
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Overview of the Company Group
-
Business progress and achievement
Summary of consolidated results of operations
Amount (Millions of yen)
% to sales
YoY change
Net sales
116,838
100.0%
up 5.2%
Operating profit
10,410
8.9%
down 4.5%
Ordinary profit
10,702
9.2%
down 5.4%
Profit attributable to owners of parent
7,470
6.4%
down 7.5%
During the consolidated fiscal year ended March 31, 2026, the Japanese economy remained on a moderate recovery trajectory, supported by improvements in the employment and income environment and robust capital investment. However, the situation remains unpredictable due to factors such as growing consumer concern about protecting livelihoods as prices continue to rise, as well as uncertainty surrounding U.S. trade policy and the emergence of geopolitical risks.
In the restaurant industry, demand for dining out remained generally robust, supported by steady inbound tourism demand. However, rising labor costs, persistently high raw material prices, and increased expenses for store construction and equipment are factors contributing to lower profits.
Combined with growing consumer thriftiness, these factors continue to create a challenging business environment for securing profits.
Under such circumstances, to fulfill our social mission to provide "comfortable dining space," "heartwarming hospitality," and "delicious foods" to our customers, the Group vigorously invested in human capital as well as in stores and factories to further improve quality, service, and cleanliness (QSC) levels and continued to implement various sales promotion measures. As a result, net sales for the fiscal year under review reached a record high for the fourth consecutive year and increased for the fifth consecutive year. We achieved exceptionally strong growth of net sales. Monthly sales exceeded the corresponding month of the previous year for 49 consecutive months through February 2026.
Building on the solid customer base we have established during this period, we will continue striving for even greater growth in the next fiscal year and beyond.
Due to the significant impact of rising costs, operating profit declined from the previous fiscal year, when we achieved a record-high operating profit. However, it remained at a high level and exceeded
¥10 billion for the third consecutive year.
Below is an explanation of our main initiatives in the consolidated fiscal year and their results.
Steady improvement of QSC
Under the slogan, "Professional skills, professional taste, and professional pride. The power of delicious meals will change the future," we continued initiatives such as cooking training programs, culinary knowledge training, and cooking skills certification examinations conducted by the Ohsho Academy, thereby steadily enhancing cooking knowledge and skills. Furthermore, with the expansion of our qualification acquisition support system, the number of employees obtaining chef qualifications increased by 84, demonstrating the steady results of our human resources development efforts. We will continue striving for further skill development with pride as professionals.
In addition, under the "Gyoza no Ohsho wo Motto Oishiku (tastier) Challenge 2025," we carried out a full-scale renewal of our noodles, pursuing improved chewiness, richness, and flavor. Furthermore, we developed new thick flat noodles that blend well with ramen soup and provide a strong presence and satisfying texture that stand up to other ingredients, thereby further enhancing the appeal of our existing menu offerings.
In terms of customer service, we conducted customer service training programs aimed at fostering hospitality that only humans can offer, as well as the development of customer service trainers. In addition, we introduced new kitchen staff uniforms that embody the pride of "professional chefs" while offering both comfort and functionality, and worked to enhance onsite performance.
In terms of cleanliness, by thoroughly implementing the cleaning manual, we ensured rigorous hygiene management. In parallel, we actively renovated stores to establish a safe, secure, and comfortable dining environment.
Effective sales promotion measures
With regard to the "Gyoza Club customer appreciation campaign," which supports our strong customer base, the introduction of a three-tier membership system in 2025 resulted in the acquisition of a record-high number of Gyoza Club members, 1,320,000 members.
For the campaign for 2026, original goods offered as campaign prizes were well received. Combined with the appeal of the membership system, which allows members to advance in steps based on the number of stamps they collect, the number of members continued to increase steadily through March 31, 2026 at a pace exceeding the previous year's level, allowing us to further expand our loyal fan base.
In addition, we implemented various sales promotion initiatives, including the continued rollout of draft beer campaigns, uncooked gyoza sales, Double stamp campaigns, and the "Grand Appreciation Festival" and "Founding Anniversary Festival," through which we distributed
¥250 discount coupons to express our sincere gratitude to customers for their continued support of Gyoza no Ohsho.
For the merchandising strategy, we launched seven new items as part of our premium menu, the Goku-Oh ("Ultimate Ohsho") Series on January 14th. We also made further improvements to the quality of "Goku-Oh Gyoza no Ohsho Ramen," which has been on sale since November 2025. Furthermore, from February, we began offering the "New Goku-Oh Popular 3 Just Size Set," featuring three popular items, at a special price to further promote the series.
On the other hand, we began nationwide sales of three types of "Gyoza no Ohsho Lunch" available exclusively during weekday daytime hours, offering a quick and good-value dining option, with the aim of strengthening customer traffic during lunchtime.
With an eye on the growing polarization of consumer spending, we have pursued a product strategy that caters to a wide range of customer needs, from the Goku-Oh Series, which offers premium value, to lunch menus designed for casual enjoyment.
Expansion of investment
Investment in human capital
We, as "a company where people create value," are actively investing in human capital, the source of sustainable growth.
Regarding recruitment, strengthening our recruitment competitiveness is our top priority as we work toward achieving our medium-term management plan goal of "1,000 stores."
In the 2025 salary revision, we implemented a significant base salary increase averaging
¥30,139 per person (an 8.2% increase), and raised the starting salary for university graduates to
¥300,000, achieving the highest level of compensation in the industry. Furthermore, as a result of conducting "Top Seminars," in which the President himself speaks directly about the Company's management philosophy, and implementing recruitment activities that emphasize dialogue with students, the number of university graduates joining the Company in April 2026 increased to 154% of the previous year's figure. We also continue to conduct interviews with candidates by executives. Directly conveying the Company's appeal to candidates helps us secure talented individuals.
In terms of human resources development, we provide all employees with a wide range of learning opportunities, including the aforementioned training programs and e-learning. In particular, to support the acceleration of store openings in the East Japan area from a human resources perspective, a new Cooking Dojo and a training facility in Chuo-ku, Tokyo, which will serve as a base for cooking techniques and education, will begin operations in May 2026. By co-locating the Human Resources Department office, which will serve as the recruitment base, adjacent to it, we will create a system that enables a seamless process from recruitment to training, thereby promoting the early integration of the next generation of talent into our workforce.
To enhance employee engagement, we are actively implementing initiatives to reward our employees who support sustainable growth. Regarding bonuses, we not only met or exceeded the labor union's demands for both the summer and winter bonuses, but also actively pursued human capital investments to boost employees' motivation to contribute to medium- to longterm value creation and support their asset accumulation. These initiatives included the issuance
of restricted stock (totaling ¥682 million) to 2,469 employees and a significant increase in the incentive contribution rate under the employee stock ownership plan from 5% to 20% of the contribution amount.
Furthermore, in the 2026 salary revision, we fully met the labor union's demands, implementing an average wage increase of ¥22,594 (5.9%) per employee. As a result, the cumulative wage increase rate over the past four years has reached approximately 37%. We will continue to invest in our human resources to strive for the sustainable enhancement of corporate value.
Investment in equipment
The Company upgraded foreign object inspection equipment to state-of-the-art systems at Kumiyama Plant and Higashimatsuyama Plant, thereby enhancing its quality assurance framework. In addition, we renewed the gyoza production line at Kyushu Plant with the latest equipment, achieving improvements in product quality and production capacity expansion, and greater efficiency in manufacturing processes. Furthermore, in January 2026, we automated the noodle production line at Kumiyama Plant. This has not only improved quality but also increased productivity and reduced the risk of human error, further strengthening our stable supply system to stores.
New stores opened (including relocated stores) during the consolidated fiscal year under review were the Kameido store in May 2025, the Hanshin-Amagasaki store in September, and the BLiX Chigasaki store in November. Since their opening, customer traffic has been strong and sales have been performing steadily.
We plan to actively expand into the Tokyo metropolitan area and are currently evaluating approximately 300 potential locations. To ensure the success of this initiative, we will make full use of our new base for talent development and recruitment mentioned above to accelerate our expansion in the East Japan region. Furthermore, regarding our overseas expansion, we established the Overseas Business Office in April 2026 and opened our first store, in Taichung City, Taiwan, the Taichung Hanshin Intercontinental Store, as part of our ongoing efforts to promote global expansion for future growth.
Investment in digital transformation
We started optimizing IT infrastructure such as renewal of host systems and review of core systems as investments for promotion of digital transformation. Following the full rollout of the Take-out Online Order system, we have begun sequentially introducing it to franchise stores while also enhancing user convenience by linking the system with our official smartphone app to enable Gyoza Club member discounts at the time of pre-payment.
In addition, recognizing that proactive investment in the IT field is essential for improving operational efficiency and enhancing customer convenience, the Company newly established the IT Advisory Council as an advisory body to the Board of Directors. The council includes two external experts with specialized knowledge and experience in IT who are capable of providing objective evaluation and insight. Building on the establishment of this framework for optimizing system investments and promoting innovation, the Company will accelerate investments aimed at advancing digital transformation and AI (artificial intelligence) initiatives going forward.
Sustainability initiatives
The Company has been supplying "Bentos (meal boxes) for Kids" free of charge to "Kodomo Shokudo" or Children's Cafeteria and other similar organizations nationwide since 2021. The cumulative number of meals provided to children so far has reached 1.23 million, with a value of approximately ¥300 million, deepening the Company's contribution to local communities. In areas where there are few Ohsho stores, this is also an opportunity for children to learn about our Gyoza for the first time.
In addition, we will donate a portion of the sales from our limited-time March menu item, "Vegetable Stewed Ramen," to Save the Children, an organization dedicated to supporting children affected by poverty exacerbated by rising prices.
Regarding our support for the areas affected by the Noto Peninsula Earthquake, we dispatched a kitchen truck to Noto Island in Ishikawa Prefecture and also conducted in-store fundraising at all Gyoza no Ohsho restaurants nationwide. Over a period of 1 year and 10 months through the end of November 2025, we delivered a total of ¥31,778,725 to those affected by the disaster through the Japanese Red Cross Society.
Regarding diversity, the Company's special-purpose subsidiary, OHSHO HEARTFUL CORP., not only offers an environment where employees with disabilities can work vibrantly and safely but also serves as a place to foster job satisfaction and support independence among its members. As a result, OHSHO HEARTFUL has maintained a record of zero workplace accidents since its founding in 2017, achieving over 3,000 consecutive days without a workplace accident.
For climate change issues, we have updated equipment, which could reduce greenhouse gas (GHG) emissions, in compliance with the recommendations of TCFD, an international organization promoting climate change-related disclosure. We also calculated CO₂ emissions in our business activities (Scopes 1 and 2) and in our supply chain (Scope 3) in fiscal 2024. We have confirmed that CO₂ emissions per unit of net sales decreased compared to the previous fiscal year.
As a result of the above actions, net sales in the current fiscal year increased by ¥5,804 million (5.2%) year-on-year to ¥116,838 million, achieving a record high for the fourth consecutive year and sales growth for the fifth consecutive year.
Operating profit decreased by ¥494 million (4.5%) year on year to ¥10,410 million, mainly attributable to sharp increases in raw material costs and an increase in labor cost.
Ordinary profit decreased by ¥609 million (5.4%) year on year to ¥10,702 million. This was mainly due to the impact of temporary insurance claim income recorded in the previous fiscal year.
Profit attributable to owners of parent decreased by ¥601 million (7.5%) year on year to ¥7,470 million, reflecting the above factors.
Regarding the store network in the current fiscal year, 2 directly operated stores and 6 franchised stores were opened, and 2 directly operated stores and 6 franchised stores were closed. As a result, at the end of the current fiscal year, the total network was 728 stores, consisting of 551 directly operated stores and 177 franchised stores.
Net sales
Accounting Period
Area classification
Previous fiscal year
From April 1, 2024,
to March 31, 2025
Current fiscal year
From April 1, 2025,
to March 31, 2026
Number of stores
Amount (Millions of yen)
Composition ratio of amount (%)
Number of stores
Amount (Millions of yen)
Composition ratio of amount (%)
Directly operated stores
551
101,824
91.7
551
107,159
91.7
Franchised stores
177
9,209
8.3
177
9,679
8.3
Total
728
111,033
100.0
728
116,838
100.0
Note 1: The figures for directly operated stores represent sales of Chinese cuisine, etc. at directly operated stores, and the figures for franchised stores represent sales of Chinese foodstuffs from the Company.
Note 2: The number of stores is as of March 31 of the respective fiscal years.
Net sales at directly operated stores by area
Accounting Period
Area classification
Previous fiscal year
From April 1, 2024,
to March 31, 2025
Current fiscal year
From April 1, 2025,
to March 31, 2026
Number of stores
Amount (Millions of yen)
Composition ratio of amount (%)
Number of stores
Amount (Millions of yen)
Composition ratio of amount (%)
Kansai area
235
45,454
44.6
235
48,254
45.0
(Kyoto)
(41)
(8,478)
(8.3)
(41)
(8,973)
(8.4)
(Osaka)
(116)
(20,875)
(20.5)
(116)
(22,076)
(20.6)
(Hyogo)
(39)
(7,699)
(7.6)
(39)
(8,298)
(7.7)
(Shiga)
(15)
(3,559)
(3.5)
(15)
(3,839)
(3.6)
(Nara)
(15)
(3,080)
(3.0)
(15)
(3,227)
(3.0)
(Wakayama)
(9)
(1,761)
(1.7)
(9)
(1,838)
(1.7)
Hokkaido area
19
2,970
2.9
18
3,062
2.9
Tohoku area
3
673
0.7
3
660
0.6
Kanto area
166
28,655
28.1
167
29,664
27.7
Koshinetsu area
8
1,134
1.1
8
1,238
1.2
Tokai area
55
10,990
10.8
55
11,700
10.9
Hokuriku area
16
2,780
2.7
16
2,917
2.7
Chugoku & Shikoku areas
17
2,645
2.6
17
2,747
2.6
Kyushu area
30
6,056
6.0
30
6,426
6.0
Taiwan
2
462
0.5
2
487
0.4
Total
551
101,824
100.0
551
107,159
100.0
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Capital investments
The Company made capital investments in the total amount of ¥4,387 million for the consolidated fiscal year under review. The main investments were as follows:
Newly opened directly operated stores (including relocated stores):Kameido store (Tokyo), BLiX Chigasaki store (Kanagawa), Hanshin-Amagasaki store (Hyogo): total 3 stores
Renovated directly operated stores:Otatakabayashi store, Isezaki store (Gunma), Todakoen-gosaro store, Honkawagoe store, Kitaasaka store, Higashionari store (Saitama), Kashiwamatsugasaki store (Chiba), Gakugeidai-mae store, Akitsu store, Monzennakacho store (Tokyo), Kofukokubo store (Yamanashi), Shino store (Kyoto), Suwano store, Chikushino store, Kurume-inter store (Fukuoka): total 15 stores
Renewal of production facilities:Higashimatsuyama Plant (Saitama), Kumiyama Plant (Kyoto), Kyushu Plant (Fukuoka)
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Financing
The Company engages in financing with an emphasis on capital efficiency, while maintaining a stable financing foundation. In the consolidated fiscal year under review, we were able to generate ample operating cash flow, and so we did not take out new borrowings. The Company will continue to consider fundraising methods as needed while emphasizing capital efficiency, in line with a policy of active capital and human capital investment to expand our business.
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Basic management policy of the Company
The Company's social mission is "Comfortable dining space, heartwarming hospitality and delicious foods make up "happy." Our mission is to make more people feel 'happy' by providing these values with higher quality at low prices." Our management policy is the easy-to-understand, "Let's create 'stores praised' by our customers!"
In order to create stores that are praised by customers, it is necessary to understand and respond to customer needs, and that requires the independence of our employees to "Think," "Say," "Act" and "Reflect." Since the Company's founding, we have been pursuing and providing true customer services by valuing this "spirit of self-motivation and initiative" and supporting the growth of the Company's employees. We will continue to carry down this spirit and achieve sustainable growth through the growth of our employees.
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Management indices
In accordance with our social mission to make many people happy with delicious food, along with targeting a steady increase in net sales, the Company also considers its operating margin as an important indicator, based on its policy of emphasizing the proper cost of sales ratio and the managing of expenses. The operating margin for this current fiscal year was 8.9%, greatly surpassing the target margin of 8%.
Simultaneously, in order to further increase corporate value, the Company will make utmost efforts in shareholder returns in the form of stable and sustainable dividends, prioritizing capital efficiency and promoting capital and human capital investments for growth with a view to future business expansion.
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Issues to be addressed
Enhancement of employees' value creation capabilities
For each employee to grow and create added value, we believe it is essential to increase employee engagement in their work and in the Company. We emphasize an annual employee satisfaction (ES) survey conducted by a specialist company as a tool for visualization of engagement, and strive to incorporate the results into our management. In addition to using the survey results to improve treatment and working conditions, we offer a wide range of opportunities for employees to take the various training programs mentioned above. For part-time workers, we have a rank advancement system for the purpose of human resources development. These opportunities directly help employees grow and become more productive
and contribute significantly to improvement of work engagement, which in turn leads to enthusiasm, pride, and professionalism in their work and the creation of new value that meets our customers' expectations.
Furthermore, in terms of compensation, we implemented substantial increases in wages and other benefits. In addition to ongoing regular salary increases, the Company implemented base salary increases for four consecutive years from 2023. In addition to bonuses for the first half and the second half, the Company also paid a year-end bonus, and it provided COVID-19 consolation money during the pandemic, and new living support money, and other benefits. Additionally, to support our employees' asset building, we have implemented measures such as granting restricted stock and significantly increasing the incentive contribution rate under the employee stock ownership plan. In addition to the ongoing wage increases, the Company also substantially increased the starting salary for new university graduates with the aim of strengthening recruitment of new graduates. We are enhancing our recruitment branding through various recruitment strategies, including communicating the appeal of working at the Company through video content and other means, holding company information sessions that prioritize building close relationships with students, and conducting Top Seminars in which the President personally takes the stage and interacts with job-seeking students . We are also continuing to promote internal recruitment efforts to secure human resources.
In addition to these human resources development and recruitment initiatives, we have opened a new facility in Nihonbashi-hamacho, Tokyo, that integrates recruitment and training functions. This facility has three zones-the Cooking Dojo (culinary training center), a training facility, and the Human Resources Department-enabling us to conduct effective recruitment and training at our two locations in east and west Japan.
Regarding diversity, the Company established a special-purpose subsidiary, OHSHO HEARTFUL CORP., with the aim of creating a workplace where employees with disabilities can demonstrate their abilities to the full, and is actively working to employ people with disabilities through the development of its business. Furthermore, the Company is providing opportunities for diverse human resources, such as the active promotion of women to key positions and the use of the specified skill system for foreign workers.
Vigorous investment in stores and plants
In order to improve the quality and productivity of the Company's plants and promote the development of new value-added products, we have upgraded the noodle production line at Kumiyama Plant, our main factory, to the latest equipment. We have upgraded the gyoza forming equipment at Kyushu Plant to the latest model and installed gyoza forming equipment at Sapporo Plant as well. Plans for the 53rd fiscal year call for installing a new steamed noodle production line at Higashimatsuyama Plant as we continue striving for further improvements in quality. In addition, to ensure stable supply of raw materials and strengthen quality control, we collaborate with suppliers and regularly visit sites where ingredients are grown and have established a cooperation system with producers.
With respect to store investment, we will accelerate store openings in the East Japan area, as well as overseas, to achieve the goal of establishing a network of 1,000 stores. In addition, we will carry out large-scale renovation of existing stores, including energy-saving improvements, to create stores that will be loved not only by our customers but also by our employees and in which they can take pride.
Furthermore, we are promoting the use of digital technology in store operations and are actively introducing digital technologies that help save labor and improve production efficiency as well as customer convenience, such as the introduction of automatic change machines, semi-self-checkout, and the development of an online preordering system for takeout.
Regarding IT and DX investments, we are strengthening our security measures in line with the upgrade of our internal core systems to build a robust defense system against the growing threat of cyberattacks.
Meanwhile, regarding "offensive" DX initiatives leveraging AI, we have established an "IT Advisory Council" comprising external specialists to accelerate decision-making on strategic investments, such as the development and implementation of IT and AI systems aligned with our business model. By further expanding DX investments in AI and other technologies and implementing precise data-driven on-site operations, we will create an
environment that maximizes our traditional strength in on-site capabilities.
The ultimate goal of our digital transformation (DX) strategy is to maximize "value that can only be created by people" through the introduction of "value created by digital technology," and we will continue to aggressively pursue the DX strategy by optimizing the IT infrastructure, which is the foundation for achieving this goal.
Improvement of product competitiveness
We have renewed our noodles under the theme of "Gyoza no Ohsho wo Motto Oishiku (tastier) Challenge 2025." The "flat noodles" produced at our in-house plant have been a huge hit as a delicious noodle offering that combines a firm, springy texture with the rich flavor of Hokkaido wheat. In addition to improving our grand menu, we have expanded our monthly menus to ensure that we consistently deliver fresh, delicious flavors to our customers. In the current fiscal year, we focused primarily on developing the "New Goku-Oh Series" of premium menu items. Starting with the "Goku-Oh Gyoza no Ohsho Ramen" in November, we launched the "Goku-Oh 7 (Seven) Series" in January 2026. When launching these new products, area managers and store managers nationwide thoroughly master the preparation and serving methods and ensure that their on-site staff are thoroughly trained. This underpins a system that enables every store across Japan to serve delicious food.
Reinforcement of the brand power
In the TV commercials that began airing in March 2026, in addition to Kuranosuke Sasaki, who is now in his third year as the Ohsho brand ambassador, we appointed Hiroki Iijima and Oto Takeuchi as new brand ambassadors to strengthen the brand's appeal to all customers. In the new commercials, the three ambassadors convey the bright, fun, and inviting atmosphere of Gyoza no Ohsho stores against the backdrop of the Carpenters' famous song "Jambalaya." We produced four different versions of the commercial, designed to be deployed in accordance with the annual promotional schedule while also appealing to female customers and solo diners. In addition to the TV commercials, we are implementing a cross-media campaign that includes appearances on TV programs, filming collaborations, and promotions via radio, newspapers, and social media.
The slogan for 2026 is "Professional skills, professional taste, and professional pride. The next stage lies beyond the challenge." Under this slogan, in addition to further enhancing QSC, we will strive to create time-efficient restaurants where customers can experience the sense of speed through shorter serving times and improved productivity resulting from improvements in cooking operations and changes to seating layouts. Furthermore, we aim to enhance the customer experience and further strengthen our revenue base.
In addition, we intend to proactively address various social issues through food, and have summarized the most important social issues into eight materialities (priority issues).
We will make company-wide efforts to tackle materiality in order to realize the formation of a sustainable society, which is the basic premise of the Company's growth.
Sustainability vision
Materiality
Initiatives
Realize an affluent
society where food is not a problem
1) Offer comfortable dining space,
heartwarming hospitality, and delicious foods at reasonable prices to more people to make people feel "happy"
2) Help support the present and future
of children in Japan who represent the future
Co-prosper with all
stakeholders
3) Accord top priority to compliance
and safety of employees in promoting business activities
4)Build win-win relationships with customers and all other stakeholders
5) Realize a virtuous circle of
employee satisfaction and customer satisfaction
6) Invest strategically to develop
human resources with professional skills, professional taste, and professional pride
Protection of the
global environment
7) Steadily implement
decarbonization initiatives to create a sustainable society
8) Reduce environmental impact of
the Company's business and contribute to creation of a recycling-based society
Unceasing efforts to improve QSC
Product development, menu development
Careful selection of ingredients, such as origin, freshness, and processing method
Donation of a part of sales proceeds to Save the Children
Supply of "Bentos (meal boxes) for Kids" free of charge to "Kodomo Shokudo" or Children's Cafeteria and other similar organizations nationwide
Enhancement and strengthening of corporate governance
Instilling of compliance awareness and confirmation through training
Good relationships with producers and suppliers
Enhanced dialogues with shareholders and investors
Improvement of employee benefits and workplace environment
Periodic survey of employee satisfaction and customer satisfaction and review of the survey results
Enhancement of the training system at Ohsho Academy
Discovery of talented people through business expansion in Japan and overseas
Promotion of diversity & inclusion (promotion of employment of people with disabilities, advancement of women, and employment of foreign nationals)
Response to TCFD recommendations
Recycling of waste oil as resources, conversion of food residues to animal feed
Introduction of energy-saving store facilities and production facilities
Charging for plastic cutlery and changing materials
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Changes in assets and income
(Millions of yen)
Accounting Period
Category
49th term
Fiscal year ended March 31, 2023
50th term
Fiscal year ended March 31, 2024
51st term
Fiscal year ended March 31, 2025
52nd term
(Current fiscal year)
Fiscal year ended March 31, 2026
Net sales
93,022
101,401
111,033
116,838
Operating profit
7,981
10,286
10,904
10,410
Profit attributable to owners of parent
6,213
7,911
8,071
7,470
Basic earnings per share (yen)
110.17
140.15
142.88
140.84
Net assets
62,770
68,635
74,238
65,069
Total assets
84,103
91,462
96,632
85,087
Net assets per share (yen)
1,112.65
1,215.61
1,313.71
1,238.68
Equity ratio
74.6%
75.0%
76.8%
76.5%
Note: The Company conducted a 3-for-1 stock split of common shares with the effective date of October 1, 2024. Basic earnings per share and net assets per share were calculated on the assumption that the stock split had been conducted at the beginning of the 49th term.
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Principal subsidiaries
Company name
Paid-in capital
(Millions of yen)
Ratio of voting rights
held by the Company
Description of main
business
OHSHO RESTAURANT
SERVICE CO., LTD.
406
(NT$101 million)
100%
Operation of Chinese
cuisine-based restaurants
OHSHO HEARTFUL CORP.
30
100%
Processing of foodstuffs and cleaning service
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Principal business segment
Business segment
Description of business
Chinese food business
Operation of Chinese cuisine-based restaurants and sales
of Chinese foodstuffs to franchisees
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Major offices and plants
Head office
294-1 Ibanoue-cho, Nishinoyama, Yamashina-ku, Kyoto-shi, Kyoto
Tokyo Office
Kyoyu Building 3F, 11 Kandasuda-cho 2-chome, Chiyoda-ku, Tokyo
Kumiyama Plant
1-1, Higashiarami, Tai, Kumiyama-cho, Kuse-gun, Kyoto
Kyushu Plant
7-13, Matsushima 3-chome, Higashi-ku, Fukuoka-shi, Fukuoka
Sapporo Plant
1-46, Shinhassamu 6-jo 1-chome, Teine-ku, Sapporo-shi, Hokkaido
Higashimatsuyama Plant
405-1, Oaza Shingo, Higashimatsuyama-shi, Saitama
Directly operated stores
551 stores (including 2 overseas stores)
Franchised stores
177 stores
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Employees
Number of employees
YoY change
Average age
Average service years
2,501
Increase by 131
36.9
11.2
Note: Apart from the above number of employees, 154 temporary workers and 7,164 part-timers (average number of personnel during the fiscal year calculated in terms of eight work hours per day) are employed.
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Major lenders
Lender
Balance of borrowings (Millions of yen)
Sumitomo Mitsui Trust Bank, Limited
630
Sumitomo Mitsui Banking Corporation
615
Mizuho Bank, Ltd.
525
MUFG Bank, Ltd.
435
Resona Bank, Limited.
270
The Nanto Bank, Ltd.
270
THE SHIGA BANK, LTD.
180
Kansai Mirai Bank, Limited
37
The Norinchukin Bank
37
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Business progress and achievement
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Status of Shares
- Authorized number of shares: 90,000,000 shares
- Total number of shares issued: 64,858,690 shares (including 12,327,429 shares of treasury stock)
- Number of shareholders: 73,730 persons
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Major shareholders:
Shareholder name
Number of the
Company's shares
held
Investment ratio
(Thousands)
(%)
ASAHI BREWERIES, LTD.
6,161
11.7
The Master Trust Bank of Japan, Ltd. (trust account)
3,577
6.8
ARIAKE JAPAN Co., Ltd.
3,300
6.3
Umeko Kato
1,834
3.5
Hiromi Kato
1,808
3.4
Kato Asao International Scholarship Foundation
1,584
3.0
Ohsho Food Service Client Stock Ownership Association
1,147
2.2
Eri Yoshida
804
1.5
Takashi Kato
803
1.5
Sumitomo Mitsui Trust Bank, Limited
712
1.4
Notes: 1. The number of the Company's shares held is rounded down to the nearest 1,000.
2. Although the Company has 12,327 thousand shares of treasury stock, the Company is excluded from the above table. The treasury stock is excluded from the calculation of the investment ratio.
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Status of shares awarded to officers of the Company during the current fiscal year as consideration for the execution of duties:
Number of shares
Number of recipients
Directors (excluding Outside Directors)
33,075 common shares
5
Outside Directors
-
-
Corporate Auditors
-
-
-
Company Officers
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Directors and Corporate Auditors
Name
Position
Responsibilities, and significant concurrent positions
Naoto Watanabe
Representative Director and President
President, OHSHO RESTAURANT SERVICE CO., LTD. President, OHSHO HEARTFUL CORP.
Hiroshi Kadobayashi
Senior Managing Director
Executive Officer
General Manager, West Japan Sales Division Headquarters
General Manager, West Japan Sales Department #1 General Manager, West Japan FC Sales Department
General Manager, West Japan Sales Support Department
Masahiro Inagaki
Senior Managing Director
Executive Officer
General Manager, Administration Division Headquarters General Manager, Accounting Department
General Manager, IR & Public Relations Department
Yuki Ikeda
Managing Director
Executive Officer
General Manager, Marketing & Sales Division General Manager, East Japan Sales Division Headquarters
General Manager, Marketing & Sales Department
General Manager, East Japan FC Sales Department
Nobutoshi Imaizumi
Director
Executive Officer
General Manager, Manufacturing Headquarters and Manufacturing Administration Headquarters
Sho Iwamoto
Director
Representative Partner, Knowledge Wing Law Firm
Naoko Tsusaka
Director
Head of Naoko Tsusaka Social Security Attorney Office Representative Director, TSUSAKA Consulting Co., Ltd.
Shigemi Kakino (Shigemi Yamamura on the family register)
Director
Associate Professor, Hosei University Graduate School of Regional Policy Design
Director and Senior Chief Researcher, Public Interest
Incorporated Foundation National Institute on Consumer Education
Chikara Sekijima
Corporate Auditor (full time)
Hideki Matsuyama
Corporate Auditor
Representative, Hideki Matsuyama Tax Accountant Office Outside Corporate Auditor, GS Yuasa Corporation
Yuichi Usui
Corporate Auditor
Representative, Usui Firm
Outside Director (Audit and Supervisory Committee Member), ITO EN, Ltd.
Daiki Nenoi
Corporate Auditor
Representative, Nenoi Tax Accounting Office Representative Director, First Advisory Corporation
Notes: 1. Directors Sho Iwamoto, Naoko Tsusaka, and Shigemi Kakino (Shigemi Yamamura on the family register) are Outside Directors as stipulated in Article 2, Item 15 of the Companies Act.
Corporate Auditors Hideki Matsuyama, Yuichi Usui, and Daiki Nenoi are Outside Corporate Auditors as stipulated in Article 2, Item 16 of the Companies Act.
Corporate Auditor Hideki Matsuyama has thorough knowledge of taxation as a certified tax accountant and has considerable financial and accounting knowledge.
Corporate Auditor Daiki Nenoi is qualified as certified public accountant and certified tax accountant and has considerable financial and accounting knowledge.
Makoto Yamada and Yasuhiro Nonaka retired from their positions as Director due to the expiry of their terms of office at the conclusion of the 51st Ordinary General Meeting of Shareholders held on June 26, 2025.
Shigeo Nakajima retired from his position as Corporate Auditor at the conclusion of the 51st Ordinary General Meeting of Shareholders held on June 26, 2025.
Directors Sho Iwamoto, Naoko Tsusaka, and Shigemi Kakino (Shigemi Yamamura on the family register) and Corporate Auditors Hideki Matsuyama, Yuichi Usui, and Daiki Nenoi are designated as Independent Directors/Auditors as stipulated by the Tokyo Stock Exchange. The Company has already registered them as Independent Directors/Auditors with the said exchange.
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Outline of Limited Liability Agreement
The Company has established provisions in its Articles of Incorporation that it may enter into an agreement with Directors (excluding Directors who have authority over operations) and Corporate Auditors to limit the liability for compensation of damages in accordance with Article 427, Paragraph 1 of the Companies Act.
In accordance with the above provision in its Articles of Incorporation, the Company has entered into such a limited liability agreement with all the Outside Directors and Corporate Auditors, and the outline of the agreement is as follows:
The Outside Directors and Corporate Auditors of the Company shall, after the conclusion of said limited liability agreement, be liable for the damages set forth in Article 423, Paragraph 1, of the Companies Act. The amount of such liability shall be up to ¥5 million or the minimum amount prescribed in the provision of Article 425, Paragraph 1, of the Companies Act, whichever is higher, as long as they perform their duties in good faith and without gross negligence.
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Outline of Directors' and Officers' Liability Insurance Contract
Scope of the insured
Directors and Corporate Auditors of the Company and its subsidiaries, and Executive Officers of the Company
Outline of the details of the insurance contract
Coverage for damages and litigation costs, etc. incurred by the insured due to a claim for damages arising from acts (including omissions) committed by the insured in 1) above during the course of duties as an officer of the companies in 1) above. However, such coverage excludes illegal acts such as bribery, and damages, etc. incurred by officers who knowingly commit illegal acts, measures are taken so that the appropriateness of duties executed by the officer, etc. is not impaired. All premiums shall be borne by the Company.
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Remuneration, etc., for Directors and Corporate Auditors
Category
Number of persons provided
Amount of remuneration, etc. by type
(Millions of yen)
Total (Millions of yen)
Basic remuneration
Performance-
linked remuneration
Non-monetary remuneration
Directors
10
308
46
119
475
(Of which, Outside
(4)
(51)
(-)
(-)
(51)
Directors)
Corporate Auditors
5
33
-
-
33
(Of which, Outside
(4)
(24)
(-)
(-)
(24)
Corporate Auditors)
Total
15
342
46
119
508
Notes: 1. The above non-monetary remuneration corresponds to performance-linked bonuses as an incentive for Directors, excluding Outside Directors, for achieving performance targets, introduced with the objective of strengthening incentives for enhanced corporate value and higher stock price of the Company and further enhancing corporate governance. The calculation method for performance-linked bonuses is to multiply the base amount by a financial index-linked co-efficient (performance evaluation index) and a non-financial index-linked co-efficient (individual evaluation index), both of which are predetermined remuneration indices. For the financial index-linked co-efficient (performance evaluation index), actual results of net sales, operating profit, and profit compared with the previous year and the budget are used. For the non-financial index-linked co-efficient (individual evaluation index), performance results, such as the degree of achievement of each Director's target, are used. We believe these indices are appropriate for achieving the objective described above.
For the current fiscal year, net sales were 105.2% of the previous year's level and 97.6% of the budget; operating profit was 95.4% of the previous year's level and 92.3% of the budget; and net profit was 92.4% of the previous year's level and 92.3% of the budget. These figures (performance evaluation index) are used as base metrics and then combined with the degree of achievement of each Director's target (individual evaluation index).
The above non-monetary remuneration corresponds to restricted stock remuneration with the aim of further increasing the willingness of Directors to enhance corporate value and contribute to a rise in the stock price by sharing the results of their management decisions with shareholders. Restricted stock cannot be transferred, be subject to the establishment of a security interest, or be otherwise disposed of
until such time that Directors, etc. retire from their position. Outside Directors are in a position of overseeing management, and are not subject to restricted stock remuneration for reasons of governance.
The total number of Directors and Corporate Auditors who received remuneration, etc. includes Makoto Yamada, Yasuhiro Nonaka, and Shigeo Nakajima, who retired at the conclusion of the 51st Ordinary General Meeting of Shareholders held on June 26, 2025. The total amount of remuneration, etc. paid to Directors and Corporate Auditors includes that paid to them.
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Resolutions of the General Meeting of Shareholders Regarding Remuneration, etc. for Directors and Corporate Auditors
The upper limit of remuneration, etc. for Directors resolved at the 51st Ordinary General Meeting of Shareholders held on June 26, 2025 is ¥500 million per year (including ¥150 million for Outside Directors). The number of subject officers as at the time of the closing of said General Meeting of Shareholders was 8 Directors (of which, 3 Outside Directors).
In addition, separately from the above limit of remuneration, it was approved at the 51st Ordinary General Meeting of Shareholders held on June 26, 2025 to set the upper limit of total amount of monetary compensation receivables paid to Directors (excluding Outside Directors) at
¥300 million per year and the maximum total number of shares of restricted stock allotted in each fiscal year at 120,000 shares. The number of subject officers as at the time of the closing of said General Meeting of Shareholders was 5 Directors.
The upper limit of remuneration, etc. for Corporate Auditors resolved at the 41st Ordinary General Meeting of Shareholders held on June 26, 2015 is to be within ¥40 million per year. The number of subject officers as at the time of the closing of said General Meeting of Shareholders was 3 Corporate Auditors.
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Decision Policy Regarding Individual Remuneration, etc. for Directors
Regarding the basic decision policy regarding remuneration, etc. for Directors and Corporate Auditors, our basic policy is to make the process of deciding remuneration for Directors and Corporate Auditors transparent in order to strengthen governance by resolution of the Board of Directors. The total amount of the remuneration for Directors and Corporate Auditors has been determined by resolutions at the general meeting of shareholders. The allocation to each Director is decided by the Board of Directors through deliberations at the Compensation Advisory Committee, whereas the allocation to each Corporate Auditor is determined through consultations among the Corporate Auditors. For deliberations at the Compensation Advisory Committee, interviews are conducted with each Director (excluding Outside Directors) to confirm their responsibilities and duties, as well as the execution and achievement of goals. Specifically, the Representative Director and President interviews each Director (excluding Outside Directors) at the beginning of the fiscal year to confirm the contents of their responsibilities and the setting of goals, and subsequently reviews their progress and results continuously. During the fiscal year and at the end of the fiscal year, members of the Compensation Advisory Committee conduct interviews with each Director (excluding Outside Directors) regarding operating performance. The Compensation Advisory Committee deliberates the remuneration policy for each Director (excluding Outside Directors) based on policies, standards and the results of the interview for determining officers' remuneration. The members of the Compensation Advisory Committee are the Representative Director and President, Independent Outside Directors, and Directors as determined by resolution of the Board of Directors, for a total of 5 members: 2 internal members and 3 external members. The chairman of the Compensation Advisory Committee is an Outside Director elected by the Board of Directors. Matters for resolution by the Compensation Advisory Committee are determined by a majority of members at meetings attended by a majority of the members who are able to vote. However, in the event that agreement is not obtained by all members in attendance who are Independent Outside Directors, the matter for resolution shall be reported to the Board of Directors as not receiving the recommendation of the Compensation Advisory Committee. The Board of Directors shall determine amounts of remuneration upon deliberation based on the policy for individual remuneration resulting from deliberations by the Compensation Advisory Committee, and judges that this is in accordance with the processes based on the policy for determining remuneration.
Remuneration for Directors shall be monetary remuneration, consisting of monthly compensation and performance-linked bonuses, and non-monetary restricted stock remuneration. Specifically, the amount of each remuneration depends on the business results of the Company and the position of each Director, and since the responsibilities and duties differ for each position, a basic amount of remuneration shall be set and paid for each position. In addition, the amount of
remuneration paid for each position shall be set in a range from the basic amount of remuneration (lower limit) to the upper limit, and that range will be determined according to the experience, capabilities, and results, etc. of each Director and the Company's business results. The proportions of performance-based remuneration and other forms of remuneration are determined for each position.
Fixed amounts shall be paid to the respective Corporate Auditors from the perspective of ensuring high independence in their duties through consultations among the Corporate Auditors.
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Outside Officers
Relationship between corporations at which the outside officers of the Company have their concurrent positions and the Company
The corporations have no special interests in the Company that might have an impact on the independence of supervision and audit.
Major activities of outside officers
Name
Title
Main activities
Sho Iwamoto
Director
Participated in all meetings of the Board of Directors during the fiscal year ended March 31, 2026. He plays an appropriate role in ensuring the validity and appropriateness of decision-making by the Board of Directors, mainly by providing supervision and advice from an objective perspective based on corporate society overall, including laws and regulations, from his professional viewpoint as a lawyer, and by actively offering recommendations that contribute to the enhancement of the corporate value of the Company. In addition, as the chairperson of the Nomination Advisory Committee and the Compensation Advisory Committee, he leads the supervision of the management team in the processes for determining the nomination and remuneration of Representative Directors and Directors by reflecting evaluations of company performance, etc. in personnel from an objective perspective through appropriate evaluations of human resources and business execution.
As part of the Independent Outside Board of Directors, he works to revitalize discussions at Board of Directors meetings by expressing frank opinions from an objective standpoint, sharing awareness, and exchanging information.
Naoko Tsusaka
Director
Participated in all meetings of the Board of Directors during the fiscal year ended March 31, 2026. She plays an appropriate role in ensuring the validity and appropriateness of decision-making by the Board of Directors, mainly by providing supervision and advice from an objective perspective based on corporate society overall, including human resources, from her professional viewpoint as a special labor and social security attorney, and by actively offering recommendations that contribute to the enhancement of the corporate value of the Company. In addition, as a member of the Nomination Advisory Committee and the Compensation Advisory Committee, she is involved in the supervision of the management team in the processes for determining the nomination and remuneration of Representative Directors and Directors by reflecting evaluations of company performance, etc. in personnel from an objective perspective through appropriate evaluations of human resources and business execution.
As part of the Independent Outside Board of Directors, she works to revitalize discussions at Board of Directors meetings by expressing frank opinions from an objective standpoint, sharing awareness, and exchanging information.
Name
Title
Main activities
Shigemi Kakino (Shigemi Yamamura on the family register)
Director
Participated in all meetings of the Board of Directors during the fiscal year ended March 31, 2026 held after her assumption of office of Director. She plays an appropriate role in ensuring the validity and appropriateness of decision-making by the Board of Directors, mainly by providing supervision and advice from an objective perspective from her professional viewpoint as an expert in consumer policy and consumer education, and by actively offering recommendations that contribute to the enhancement of the corporate value of the Company. In addition, as a member of the Nomination Advisory Committee and the Compensation Advisory Committee, she is involved in the supervision of the management team in the processes for determining the nomination and remuneration of Representative Directors and Directors by reflecting evaluations of company performance, etc. in personnel from an objective perspective through appropriate evaluations of human resources and business execution.
As part of the Independent Outside Board of Directors, she works to revitalize discussions at Board of Directors meetings by expressing frank
opinions from an objective standpoint, sharing awareness, and exchanging information.
Hideki Matsuyama
Corporate Auditor
Participated in all meetings of the Board of Directors and all meetings of the Board of Corporate Auditors during the fiscal year ended March 31, 2026. He provided supervision and advice mainly based on his professional knowledge and experience as a certified tax accountant, and actively offered recommendations that contribute to the enhancement of the corporate value of the Company.
Participated in all meetings of the Independent Outside Board of Directors during the fiscal year ended March 31, 2026. As part of the Independent Outside Board of Directors, he works to revitalize discussions at Board of Directors meetings by expressing frank opinions from an objective standpoint, sharing awareness, and exchanging information.
Yuichi Usui
Corporate Auditor
Participated in 18 out of 19 meetings of the Board of Directors and all meetings of the Board of Corporate Auditors during the fiscal year ended March 31, 2026. He provided supervision and advice mainly based on his extensive experience, including experience at the Tokyo Metropolitan Police Department and experience in directly managing a company, as well as experience as an Outside Director, and actively
offered recommendations that contribute to the enhancement of the corporate value of the Company.
Daiki Nenoi
Corporate Auditor
Participated in all meetings of the Board of Directors and all meetings of the Board of Corporate Auditors during the fiscal year ended March 31, 2026 held after his assumption of office of Corporate Auditor. He provided supervision and advice mainly based on his professional knowledge and experience as a certified public accountant and a certified tax accountant, and actively offered recommendations that contribute to the enhancement of the corporate value of the Company.
Participated in all meetings of the Independent Outside Board of Directors during the fiscal year ended March 31, 2026 held after his assumption of office of Corporate Auditor. As part of the Independent Outside Board of Directors, he works to revitalize discussions at Board
of Directors meetings by expressing frank opinions from an objective standpoint, sharing awareness, and exchanging information.
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Directors and Corporate Auditors
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Accounting Auditor
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Accounting Auditor's Name
Deloitte Touche Tohmatsu LLC
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Limited Liability Agreement
The Company has established provisions in its Articles of Incorporation so that it may enter into an agreement with the Accounting Auditor to limit the liability for compensation of damages in accordance with Article 427, Paragraph 1 of the Companies Act.
In accordance with the above provision in its Articles of Incorporation, the Company has entered into such a limited liability agreement with the Accounting Auditor, and the outline of the agreement is as follows:
Regarding the damages incurred by the Company in the performance of this agreement, the amount of such liability for the Accounting Auditor shall be up to ¥50 million or the amount that is obtained by multiplying the highest value of the totals of financial profits having been received or to be received in the respective business years as remuneration and in consideration of any other execution of duties during the tenure as the Accounting Auditor by 2, whichever is higher, unless there has been any act, intentional or by gross negligence, with regard to damage that the Company incurred in the course or as a result of the performance of said agreement by the Accounting Auditor.
The Company shall judge whether said act of the Accounting Auditor meets the requirement in 1) above, and notify the result to the Accounting Auditor as soon as possible.
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Accounting Auditor's Remuneration, etc., for the fiscal year under review
Amount paid (Millions of yen)
1) Remuneration, etc., to the Accounting Auditor pertaining to the fiscal year
ended March 31, 2026
41
2) Total amount of monetary and other economic benefits payable by the Company and its subsidiaries to the Accounting Auditor
43
Notes: 1. In accordance with the "Practical Guidelines regarding Collaboration with Accounting Auditors," which was publicly announced by the Japan Audit & Supervisory Board Members Association, the Board of Corporate Auditors of the Company examined the hours spent by audit item, change in audit remuneration and the operating performance for the previous fiscal year. As a result, judging that the remuneration amounts above are fair and reasonable, the Board of Corporate Auditors has given its consent, as set forth in Article 399, Paragraph 1, of the Companies Act, with regard to remuneration, etc., to the Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, remuneration for audits pursuant to the Companies Act and audits pursuant to the Financial Instruments and Exchange Act are not strictly distinguished from each other, and cannot be distinguished substantially. Consequently, the above amount in 1) includes their total.
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Matters concerning the audit of subsidiaries
OHSHO RESTAURANT SERVICE CO., LTD., a subsidiary of the Company, is audited by an audit corporation other than the Accounting Auditor of the Company.
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Policy for determining the dismissal or non-reappointment of the Accounting Auditor
In case the Accounting Auditor does not perform audit duties properly or for other reasons the Board of Corporate Auditors determine that its dismissal or non-reappointment is necessary, the Board of Corporate Auditors will prepare the proposal of dismissal or non-reappointment of the Accounting Auditor.
Based on the decision of the Board of Corporate Auditors, the Board of Directors will submit the proposal to be included on the agenda of a general meeting of shareholders. In the event that the Accounting Auditor is deemed to have met any of the grounds set forth in each Item of Article 340, Paragraph 1 of the Companies Act, based on unanimous approval of the Corporate Auditors, the Board of Corporate Auditors can dismiss the Accounting Auditor.
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Accounting Auditor's Name
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Systems to Ensure Proper Business Execution and the Progress of System Development
The Company resolved the Basic Policy on Establishing an Internal Control System at its Board of Directors meeting. The content and the progress of system development are as follows:
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System to ensure that Directors' and employees' execution of duties complies with the laws
and regulations, and the Articles of Incorporation
The Company shall formulate the Code of Conduct, which stipulates that awareness of compliance including the elimination of relations with antisocial forces should be raised, and keep the Directors and employees well-informed about said code via training sessions and the appropriation of relevant booklets. This approach has the purpose of ensuring that the Company can fulfill the Company's social corporate responsibility by ensuring that Directors' and employees' execution of duties complies with laws and regulations and the Articles of Incorporation. In addition, the Company shall establish the Compliance Committee to streamline compliance-related provisions for internal education.
The Company shall appropriately perform important operations such as store operation, etc., and report the operating reports without omission. The Company also shall streamline diverse rules such as the Duty Authority Rules aimed at fulfilling inter-organizational and intra-organizational mutual supervision in the decision-making and business execution processes.
Furthermore, the Company shall establish a whistleblower system, an internal reporting system for reporting to or consulting with in-house staff in charge or a corporate legal counsel in case anyone identifies a compliance-related issue, to pursue the prevention, early detection and solution of such issues.
The Company shall establish the Internal Auditing Department as an organization that is under the direct control of the Board of Directors and is independent from the business-executing departments/divisions. The Internal Auditing Department shall conduct internal audits to examine stores, plants, the head office and/or subsidiaries with regard to the compliance status of laws and regulations and internal regulations, as well as the content of business execution thereat. The Internal Auditing Department shall report the results of its audits to the Representative Directors, the Board of Directors and the respective Corporate Auditors.
[Progress of system development]The Company has disclosed the Compliance Declaration and the Code of Conduct internally and externally by posting them on the Company's Website. To raise awareness of compliance, employees undergo compliance training sessions. The Compliance Committee reviews and deliberates on companywide compliance policies, and measures are implemented by relevant departments. The Company has also formulated a basic policy regarding the elimination of relations with antisocial forces and posted it on the Company's Website and at each business establishment. With an aim to cultivate awareness of compliance and elimination of antisocial forces, the Company has developed and distributed a brochure to employees. Furthermore, the Company has appointed managers of directly operated stores as those responsible for preventing loss or damage caused by unreasonable demands and has them attend a training session organized by the Center for Removal of Criminal Organization of each prefecture.
The Company has put in place various rules for inside the company regarding the allocation of business responsibilities, and the authorities, procedures, etc. regarding decision making, and each department conducts their operations in compliance with those rules.
To ensure the smooth functioning of the internal reporting system, outside counselors and lawyers handle the contact with informants. Information transmitted through the system is reported to the Compliance Committee Members for subsequent improvement and the prevention of a recurrence.
The Internal Auditing Department formulates internal auditing plans and conducts various audits every fiscal year.
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System for storage and management of information related to Directors' execution of duties
The Company shall store and record documents and other information related to Directors' execution of duties in an appropriate manner, in accordance with the relevant provisions of the Document Management Rules and the Information Systems Management Rules.
[Progress of system development]The documents associated with the Board of Directors are appropriately managed by specifying the maximum storage period and the department in charge and other matters in accordance with the above rules.
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Regulations and any other systems for management of risk of loss
The Company shall draw out, select and analyze risks mainly at the Risk Management Conference in accordance with the Risk Management Rules, and determine response policies, and the relevant department/division in charge and training policies for each risk. At the same time, the Company shall conduct, as required, companywide or department-specific internal audits through the Internal Auditing Department. Each Department/Division Chief shall swiftly take corrective and/or improvement measures with regard to the problems that have been revealed through the self-inspection process, internal audits and other means, and revise or abandon the relevant rules, etc., as the need arises.
The Company shall establish a posteriori response system by formulating the Detailed Emergency Response Rules in advance to minimize the risk-related loss even if a risk surfaces.
[Progress of system development]Based on measures (in the medium-term and annual plan) developed by the Risk Management Conference to response to priority risks, the Conference nominates the departments in charge and implements measures. The Conference regularly monitors the progress of implementation and correct measures, if necessary. The Company has also developed the Basic Crisis Management Manual, the PR Crisis Management Manual, and other manuals to stipulate the basic response when risks occur.
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System to ensure that Directors' execution of duties is efficient
The Company shall hold meetings of the Board of Directors once per month or as the need arises. The Board of Directors shall prepare statutory matters, as well as management targets including the medium-term management plan and annual budget, and monitor the status of business execution with reference to its prescribed plans. Each department shall prepare and execute its own specific measures toward the achievement of its targets.
In addition to the meetings of the Board of Directors, the Company shall hold the meetings of the Management Strategy Committee, once per week regularly or ad hoc, as the need arises, to thoroughly discuss important managerial projects to ensure efficient execution thereof. In addition, the Management Strategy Committee shall have departmental heads attend Board meetings, as the need arises, to ensure efficient business execution by receiving reports therefrom on executed/managed circumstances of the matters of concern and giving appropriate directions thereto.
The Company shall promote assignment of authority in accordance with the relevant provisions of the Organization Rules, the Job Authorization Rules and the Regulations for Segregation of Duties to ensure prompt and efficient operations at the respective departments by clarifying the responsibilities.
[Progress of system development]Monthly, quarterly and annual budgets, as well as the planning and/or achievement status of individual policies, are reported to the Board of Directors and the Management Strategy Committee for multifaceted review, which will ensure appropriate achievement and/or control of management targets.
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System to ensure proper business execution within the Company Group consisting of the Company and its subsidiaries
The Company shall formulate the Affiliated Companies Management Rules to ensure proper business execution at its subsidiaries. The Company shall also provide the necessary administrative services in response to the circumstances of its affiliates.
In addition, the Company shall, as the need arises, dispatch its Directors and/or other executives to its subsidiaries to understand and resolve problems thereat.
The Internal Auditing Department shall regularly or ad hoc, as the need arises, audit such administrative supervisory structure to report the results to the Representative Directors, the respective Directors and Corporate Auditors. Receiving reports from the Internal Auditing Department, the Corporate Auditors shall consult with each other at the Board of Corporate Auditors and provide proposals and/or recommendations to the Board of Directors, as necessary.
[Progress of system development]The Company establishes a subsidiary with the system in place whereby the Company can monitor its cash and deposits management and sales management to ensure proper execution of operations by the subsidiary.
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Matters regarding employees in cases where a Corporate Auditor requests that the Company place several employees as assistants to support his/her duties and the independence of the employees concerned from Directors in such cases
If a Corporate Auditor requests that the Company place several employees as assistants to support his/her duties, the Directors shall consult with said Corporate Auditor and designate several employees who are affiliated with the Internal Auditing Department as dedicated assistants who should support said Corporate Auditor.
To ensure the independence of such employees as assistants, the decisions on authority over personnel affairs such as the assignment and transfer of said employees shall require prior consent of the Corporate Auditor concerned without being under the direction or subject to an order of any Director.
[Progress of system development]The Company places the secretariat functions of the Internal Auditing Department within the Company to provide material necessary for audits, manage schedules, etc., to ensure the smooth execution of audits by the Corporate Auditors.
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Systems to help Directors and employees report to any Corporate Auditors and other systems relating to reporting to the Corporate Auditors, as well as other systems to ensure effective audits by the Corporate Auditors
In addition to cases where they have recognized any possible matters and/or misconduct that could cause significant damage to the Company and/or an act that has violated any important laws and regulations and the relevant provision(s) of the Articles of Incorporation, Directors and employees shall report to the Corporate Auditors such matters as agenda items submitted for deliberation at the Board of Directors, matters for consultations at the Management Strategy Committee, the status of the implemented internal audits, important monthly reports and other important matters, in accordance with laws and regulations.
The Corporate Auditors shall attend the meetings of the Board of Directors to understand important decision-making processes and the status of business execution. Meanwhile, the Full-Time Corporate Auditors shall attend important conferences/meetings other than those of the Board of Directors, examine important authorized (kessai) documents and associated information regarding the performance of their duties and seek explanations from the Directors and employees, as necessary.
The Corporate Auditors shall keep close and tight cooperation with the Internal Auditing Department and the Accounting Auditor to achieve their audit results. If deemed necessary, they shall be allowed to leverage external advisers such as lawyers and consultants.
[Progress of system development]The Corporate Auditors obtain necessary information from Directors, employees and other personnel by attending Board of Directors, Management Strategy Committee and other meetings, as well as receive information from the Internal Auditing Department. In addition, the Corporate Auditors, the Accounting Auditor and the Internal Auditing Department meet on a semi-annual basis to receive reports on accounting auditing policies and audit results from the Accounting Auditor, as well as for the exchange of information.
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System to ensure fairness of financial reporting
To ensure the fairness of financial reporting in compliance with the Financial Instruments and Exchange Act, the Company has established its internal structure to streamline, operate and assess its internal control systems for financial reporting in accordance with relevant laws and regulations.
[Progress of system development]The Internal Auditing Department independently assesses the internal control systems established by the respective departments. This department always communicates and coordinates with the Corporate Auditors and the Accounting Auditor to pursue the execution of efficient audits.
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System to ensure that Directors' and employees' execution of duties complies with the laws
and regulations, and the Articles of Incorporation
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Basic Views on Eliminating Antisocial Forces and the Progress of System Development
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Basic views
The Company's basic policy is to adopt a resolute stand toward, and eliminate any and all relations with, antisocial forces and bodies threatening the order and security of civil society, and to never conduct any acts that encourage their activities.
In addition, the Company hereby declares the following basic policies for preventing damage caused by antisocial forces, which are individuals or groups pursuing economic interests by the use of violence, coercion or other fraudulent methods.
(Organizational response)
The Company responds to antisocial forces as an entire organization and secures safety of its employees who respond to antisocial forces.
(Coordination with external professional agencies)
The Company regularly develops close relationships with external professional agencies including police agencies, the Center for Removal of Criminal Organization and lawyers, etc.
(Severing any and all relations including business transactions)
The Company severs any and all relations, including business transactions, with antisocial forces. The Company also rejects all unreasonable demands by antisocial forces.
(Civil and criminal legal actions in the case of emergency)
The Company will pursue all available civil and criminal legal actions against unreasonable demands by antisocial forces.
(Prohibition of backroom deals or the provision of funds)
The Company will not engage in any action that entails backroom deals or the provision of funds to antisocial forces.
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Development of an internal system toward eliminating antisocial forces
The Company shall formulate a basic policy and internal regulations regarding the elimination of relations with antisocial forces and make the elimination of antisocial forces thoroughly known to all of its Directors, Corporate Auditors, executive officers and employees.
With respect to concrete measures, the Legal Department is designated as the administrative supervisory department to eliminate antisocial forces and plays a leading role in developing a system for said purpose. Our other efforts include education about the elimination of antisocial forces at compliance training sessions, and distribution of relevant booklets to raise awareness for eliminating antisocial forces. Furthermore, the Company shall appoint managers of directly operated stores as those responsible for preventing loss or damage caused by unreasonable demands and have them attend a training session organized by the Center for Removal of Criminal Organization.
With respect to the selection of business partners, etc., the Company has stipulated an "Implementation Guideline on the Investigation of Business Partners" and conducts prescribed investigations in accordance with the Guideline, either at the beginning of transactions in the case of new business partners or periodically in the case of existing partners.
In addition, if involvement with antisocial forces is initially undetected during prior checks but later revealed after employment or transactions begin, the Company will address the fact by arranging for the suspension of the transactions or retirement from employment, and thereby endeavor to sever all connections with the antisocial forces.
In addition, the Company has joined a council on corporate defense countermeasures, etc., and collects and administers information in coordination with external professional and relevant agencies, etc., including lawyers and police agencies, and has established a system to solve problems that arise when confronted by undue demands from antisocial forces.
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Basic views
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Basic Policy Regarding the Control of Joint-Stock Companies
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Basic policy regarding the Company's control
As the Company is a listed company, its shareholders and general investors can freely trade its shares on the markets. Accordingly, the Company believes that the decision of whether to accept another party's purchase offer or any similar action for the purpose of making a large-scale purchase of the Company's shares ultimately should be entrusted to its shareholders without denying such an offer categorically.
In recent years in Japan's capital market, however, the Company has witnessed an emerging trend of unilaterally forcing through such purchase offers or similar actions without pursuing approval of the management of the targeted companies.
The Company believes that persons who control the decision-making of the financial and business policies of the Company must be able to ensure and enhance the corporate value of the Company and the common interests of the shareholders over the medium to long term by completely understanding the basic management philosophy, the various sources of corporate value and the trust relationships among the various stakeholders that support the Company.
Therefore, the Company believes that persons who make inappropriate large-scale purchase offers or perform similar actions that might harm the corporate value of the Company or the common interests of the shareholders are not suited to control the decision-making of the financial and business policies of the Company.
- Efforts to realize the basic policy regarding the Company's control
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Basic policy regarding the Company's control
As specific efforts to enhance the corporate value of the Company and the common interests of the shareholders, the Company has implemented various measures, including responding to issues to be addressed, to encourage numerous investors to continue further investments in the Company.
The Company believes this approach contributes to the realization of the basic policy regarding
the Company's control.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Notes: Stated amounts and numbers of shares in this Business Report are rounded down to the nearest unit.
The amounts in net sales, etc., do not include consumption taxes.
Consolidated Financial Statements and Non-Consolidated Financial Statements
Consolidated Balance Sheet(Millions of yen)
Account | 52nd Fiscal Year (As of March 31, 2026) | Account | 52nd Fiscal Year (As of March 31, 2026) |
ASSETS Current assets Cash and deposits Accounts receivable-trade Merchandise and finished goods Raw materials Other Allowance for doubtful accounts Non-current assets Property, plant and equipment Buildings and structures Machinery, equipment and vehicles Tools, furniture and fixtures Land Construction in progress Intangible assets Trademark right Software Software in progress Right of using facilities Investments and other assets Investment securities Long-term loans receivable Net defined benefit asset Deferred tax assets Guarantee deposits Other Allowance for doubtful accounts | 29,833 | LIABILITIES Current liabilities Accounts payable-trade Current portion of long-term loans payable Income taxes payable Contract liabilities Provision for bonuses Provision for bonuses for directors (and other officers) Other Non-current liabilities Long-term loans payable Long-term contract liabilities Deferred tax liabilities on land revaluation Asset retirement obligations Other | 15,606 |
24,527 | 3,172 | ||
3,546 184 | 2,000 | ||
522 | 1,777 | ||
1,057 | 74 | ||
(5) | 1,123 | ||
46 | |||
7,413 | |||
55,253 | 4,410 | ||
40,426 | 1,000 | ||
15,733 | 71 | ||
2,047 | 513 | ||
2,666 | 2,598 | ||
19,902 | 226 | ||
76 | Total liabilities | 20,017 | |
531 | NET ASSETS Shareholders' equity Capital stock Capital surplus Retained earnings Treasury shares Accumulated other comprehensive income Valuation difference on available-for-sale securities Revaluation reserve for land Foreign currency translation adjustment Remeasurements of defined benefit plans | ||
15 | |||
102 | 64,269 | ||
400 | 8,166 | ||
12 | 9,026 | ||
14,295 | 64,667 | ||
4,447 | (17,591) | ||
3 3,030 | 800 | ||
1,743 4,637 | 2,510 | ||
447 | (2,540) | ||
(13) | 18 | ||
811 | |||
Total net assets | 65,069 | ||
Total assets | 85,087 | Total liabilities and net assets | 85,087 |
Note: Figures presented in the financial statements are rounded down to the nearest million yen.
Consolidated Statement of Income(Millions of yen)
Account | 52nd Fiscal Year (From April 1, 2025 to March 31, 2026) |
Net sales | 116,838 |
Cost of sales | 37,922 |
Gross profit | 78,916 |
Selling, general and administrative expenses | 68,505 |
Operating profit | 10,410 |
Non-operating income | 618 |
Interest and dividend income | 141 |
Land and house rent received | 44 |
Franchise chain accession fee | 105 |
Rental income from equipment | 140 |
Other | 186 |
Non-operating expenses | 326 |
Interest expenses | 42 |
Rent expenses | 132 |
Meal support expenses for Kodomo Shokudo | 98 |
Other | 54 |
Ordinary profit | 10,702 |
Extraordinary income | 124 |
Gain on sales of non-current assets | 3 |
Compensation for eviction | 120 |
Extraordinary losses | 244 |
Loss on retirement of non-current assets | 164 |
Loss on sale of non-current assets | 0 |
Impairment loss | 79 |
Profit before income taxes | 10,583 |
Income taxes-current | 3,027 |
Income taxes-deferred | 85 |
Profit | 7,470 |
Profit attributable to non-controlling interests | - |
Profit attributable to owners of parent | 7,470 |
Note: Figures presented in the financial statements are rounded down to the nearest million yen.
Consolidated Statement of Changes in Net Assets(From April 1, 2025 to March 31, 2026)
(Millions of yen)
Shareholders' equity | |||||
Capital stock | Capital surplus | Retained earnings | Treasury shares | Total shareholders' equity | |
Balance as of April 1, 2025 | 8,166 | 9,562 | 66,344 | (10,556) | 73,516 |
Changes of items during period | |||||
Dividends of surplus | (3,048) | (3,048) | |||
Profit attributable to owners of parent | 7,470 | 7,470 | |||
Purchase of treasury shares | (14,490) | (14,490) | |||
Disposal of treasury shares | 502 | 318 | 820 | ||
Cancellation of treasury shares | (7,136) | 7,136 | - | ||
Transfer from retained earnings to capital surplus | 6,098 | (6,098) | - | ||
Net changes in items other than shareholders' equity | |||||
Total changes of items during period | - | (535) | (1,676) | (7,035) | (9,247) |
Balance as of March 31, 2026 | 8,166 | 9,026 | 64,667 | (17,591) | 64,269 |
Accumulated other comprehensive income | Total net assets | |||||
Valuation difference on available-for-sale securities | Revaluation reserve for land | Foreign currency translation adjustment | Remeasurements of defined benefit plans | Total accumulated other comprehensive income | ||
Balance as of April 1, 2025 | 2,817 | (2,540) | 7 | 437 | 721 | 74,238 |
Changes of items during period | ||||||
Dividends of surplus | (3,048) | |||||
Profit attributable to owners of parent | 7,470 | |||||
Purchase of treasury shares | (14,490) | |||||
Disposal of treasury shares | 820 | |||||
Cancellation of treasury shares | - | |||||
Transfer from retained earnings to capital surplus | - | |||||
Net changes in items other than shareholders' equity | (306) | - | 11 | 374 | 78 | 78 |
Total changes of items during period | (306) | - | 11 | 374 | 78 | (9,168) |
Balance as of March 31, 2026 | 2,510 | (2,540) | 18 | 811 | 800 | 65,069 |
Note: Figures presented in the financial statements are rounded down to the nearest million yen.
