Shionogi & Co., Ltd. TSE:4507

Shionogi : FY2025 Financial Results

Published

Source: MarketScreener



Consolidated Financial Results for Fiscal Year 2025(IFRS)

May 12, 2026

Name of Listed Company: SHIONOGI & CO., LTD. Listed Exchanges: Tokyo Code: 4507 URL: https://www.shionogi.com

Representative:Isao Teshirogi, Representative Director, President and CEO

Contact responsibility: Yoshimasa Kyokawa, Vice President,Corporate Communications Department Tel.:(06)6202-2161 Scheduled date of Annual General Meeting of Shareholders June 24, 2026

Scheduled date of dividend payments June 25, 2026 Scheduled date of annual securities report submission: June 19, 2026 Preparation of supplemental material for the financial results: Yes

Holding of presentation for the financial results: Yes (for investment analysts)

(Note: All amounts are rounded down to the nearest million yen.)

  1. Consolidated results for the period from April 1, 2025 to March 31, 2026
    1. Consolidated operating results (% shows changes from the same period of the previous fiscal year)

      Revenue

      Operating profit

      Profit before tax

      Profit

      Profit attributable to owners of parent

      Comprehensive income

      Millions of yen

      %

      Millions of yen

      %

      Millions of yen

      %

      Millions of yen

      %

      Millions of yen

      %

      Millions % of yen

      Year ended March 31, 2026

      499,677

      14.0

      166,725

      6.5

      238,916

      19.0

      205,914

      21.5

      205,159

      20.4

      379,748 121.7

      Year ended March 31, 2025

      438,268

      0.7

      156,603

      2.1

      200,750

      1.2

      169,534

      5.6

      170,435

      5.2

      171,292 (32.6)

      Basic earnings per share

      Diluted earnings per share

      Return on equity attributable to owners of parent

      Ratio of profit before tax to total assets

      Ratio of operating profit to revenue

      Year ended March 31, 2026

      Year ended March 31, 2025

      Yen

      241.11

      200.36

      Yen

      241.04

      200.29

      %

      13.5

      13.1

      %

      11.6

      13.6

      %

      33.4

      35.7

      Reference: Share of profit (loss) of investments accounted for using equity method:

      Year ended March 31, 2026: (2,293) million yen, Year ended March 31, 2025: (768) million yen

      Note:The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024. Basic earnings per share and diluted earnings per share were calculated under the assumption that the stock split had been conducted at the beginning of the year ended March 31, 2025.

    2. Consolidated financial position

      Total assets

      Total equity

      Equity attributable to owners of parent

      Ratio of equity attributable to owners of parent to total assets

      Equity attributable to owners of parent per share

      Millions of yen

      Millions of yen

      Millions of yen

      %

      Yen

      As of March 31, 2026

      2,576,870

      1,686,205

      1,685,215

      65.4

      1,980.14

      As of March 31, 2025

      1,535,349

      1,362,497

      1,361,924

      88.7

      1,600.68

      Note:The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024. Equity attributable to owners of parent per share was calculated under the assumption that the stock split had been conducted at the beginning of the year ended March 31, 2025.

    3. Consolidated cash flows

    From operating activities

    From investing activities

    From financing activities

    Cash and cash equivalents at end of period

    Millions of yen

    Millions of yen

    Millions of yen

    Millions of yen

    Year ended March 31, 2026

    Year ended March 31, 2025

    213,572

    195,460

    (506,137)

    (116,080)

    599,321

    (64,908)

    711,397

    374,795

  2. Dividends

    Annual dividends per share

    Total dividends (Annual)

    Payout ratio (Consolidated)

    Ratio of dividends to equity attributable to

    owners of parent

    End of 1st quarter

    End of 2nd quarter

    End of 3rd quarter

    Year-end

    Annual

    Yen

    Yen

    Yen

    Yen

    Yen

    Millions of yen

    %

    %

    Year ended March 31, 2025

    -

    85.00

    -

    33.00

    -

    52,727

    30.6

    4.0

    Year ended March 31, 2026

    -

    33.00

    -

    38.00

    71.00

    61,058

    29.4

    4.0

    Year ending March 31, 2027 (forecast)

    -

    38.00

    -

    38.00

    76.00

    30.8

    Note:The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024, so the amount of the year-end dividend per share for fiscal year ended March 31, 2025 takes into consideration the impact of this stock split, and the total annual dividend is not stated. If the stock split is not considered, the year-end dividend per share for the year ended March 2025 is 99 yen and the annual dividend per share is 184 yen.

  3. Consolidated financial forecast for the year ending March 31, 2027

(% shows changes from the same period of the previous fiscal year)

Revenue

Operating profit

Profit before tax

Profit attributable to owners of parent

Basic earnings per share

Millions of yen

%

Millions of yen

%

Millions of yen

%

Millions of yen

%

Yen

Six months ending September 30, 2026

340,000

59.7

96,000

28.4

96,000

(2.4)

108,000

29.3

126.91

Year ending March 31, 2027

700,000

40.1

220,000

32.0

220,000

(7.9)

210,000

2.4

246.79

Notes

  1. Significant changes in subsidiaries during the period (changes in specified subsidiaries involving changes in scope of consolidation) : YES

    Newly included:1 companies (TORII PHARMACEUTICAL CO.,LTD.)

  2. Changes in accounting policies, changes/restatements of accounting estimates

    1. Changes in accounting policies required by IFRS : None

    2. Changes in accounting policies other than a) above : None

    3. Changes in accounting estimates : None

  3. Number of shares issued (common stock)

    1. Number of shares issued (including treasury stock)

      As of March 31, 2026: 889,632,195 shares

      As of March 31, 2025: 889,632,195 shares

    2. Number of treasury stock

      As of March 31, 2026: 38,656,758 shares

      As of March 31, 2025: 38,944,777 shares

    3. Average number of shares issued during the period

As of March 31, 2026 850,912,617 shares

As of March 31, 2025: 850,635,616 shares

Note: 1.The number of treasury shares at the end of the fiscal year includes the Company's shares held by Sumitomo Mitsui Trust Bank, Limited's trust account with respect to the Shionogi Infectious Disease Research Promotion Foundation (sub-trustee: Custody Bank of Japan, Ltd. (Trust Account)) (fiscal years ended March 2026 and March 2025: 9 million shares). In addition, these shares are included in the treasury shares, which are deducted in the calculation of the average number of shares outstanding (fiscal years ended March 2026 and March 2025: 9 million shares).

2.The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024. Number of shares issued (common stock) wsa calculated under the assumption that the stock split had been conducted at the beginning of the year ended March 31, 2025.

(Reference) Non-consolidated financial results (Japanese GAAP) Non-consolidated results for the period from April 1, 2025 to March 31, 2026
  1. Non-consolidated operating results (% shows changes from the same period of the previous fiscal year)

    Net sales

    Operating income

    Ordinary income

    Net income

    Year ended March 31, 2026

    Year ended March 31, 2025

    Millions of yen

    388,503

    363,309

    %

    6.9

    5.1

    Millions of yen

    133,261

    114,356

    %

    16.5

    4.9

    Millions of yen

    138,315

    109,143

    %

    26.7

    (57.8)

    Millions of yen

    138,883

    86,927

    %

    59.8

    (65.6)

    Earnings per share

    Earnings per share (diluted)

    Yen

    Yen

    Year ended March 31, 2026

    161.51

    161.47

    Year ended March 31, 2025

    101.12

    101.09

    Note:The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024. Earnings per share and Earnings per share (diluted) were calculated under the assumption that the stock split had been conducted at the beginning of the year ended March 31, 2025.

  2. Non-consolidated financial position

Total assets

Net assets

Shareholders' equity ratio

Net assets per share

Millions of yen

Millions of yen

%

Yen

As of March 31, 2026

1,783,962

880,509

49.3

1,023.68

As of March 31, 2025

941,227

791,825

84.1

920.78

Reference: Shareholders' equity: As of March 31, 2026: 880,343 million yen, As of March 31,2025: 791,579 million yen

Note:The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024. Net assets per share was calculated under the assumption that the stock split had been conducted at the beginning of the year ended March 31, 2025.

※ This report of financial results is unaudited.

※ Explanation Concerning the Appropriate Use of Financial Results Forecasts and Other Special Instructions (Cautionary note concerning forward-looking statements)

The forecast of financial results and forward-looking statements contained in this report are based on information currently available to the Company as well as certain assumptions that it judges to be reasonable. Actual results may differ materially due to a variety of factors.

For the assumptions used in forecasts and precautionary statements regarding the use of the forecasts, please refer to "1. Overview of Operating Results and Financial Position (4) Outlook" on page 5 of the accompanying materials.

(Method of Obtaining Financial Results Supplementary Materials and Details of Results Briefing Meeting)

Financial results supplementary materials are posted via TDnet on the date of disclosure. The Company plans to hold a results briefing meeting for analysts on Wednesday, May 13, 2026. Plans are also in place to post explanatory details (Transcript) together with financial results explanatory materials distributed to analysts on Wednesday, May 13, 2026 on the Company's website in a timely manner after the results briefing.

CONTENTS
  1. Overview of Operating Results and Financial Position 2

    1. Operating Results for the Fiscal Year Ended March 31, 2026 2

    2. Financial Position for the Fiscal Year Ended March 31, 2026 4

    3. Cash Flows for the Fiscal Year Ended March 31, 2026 5

    4. Outlook 5

  2. Accounting Standards 7

  3. Consolidated Financial Statements and Notes 8

    1. Consolidated statement of profit or loss and Consolidated statement of comprehensive

      income 8

    2. Consolidated statement of financial position 10

    3. Consolidated statement of changes in equity 12

    4. Consolidated statement of cash flows 13

    5. Notes 15

Consolidated statement of cash flows 15

Going concern assumption 15

Changes in Presentation 15

Segment information 15

Earnings per share 16

Business combination 17

Important subsequent events 22

  1. Overview of Operating Results and Financial Position
    1. Operating Results for the Fiscal Year Ended March 31, 2026

      1. Revenue and profit

        For the year ended March 31, 2026 (April 1, 2025 to March 31, 2026), operating results were as follows.

        Since September 2025, Torii Pharmaceutical Co., Ltd. (hereinafter, "Torii Pharmaceutical") has been included in the scope of consolidation. In addition, as of December 2025, the Company has succeeded to the pharmaceutical business of Japan Tobacco Inc. (hereinafter, "JT pharmaceutical business") through an absorption-type company split.

        Millions of yen

        Year ended March 31, 2026

        Year ended March 31, 2025

        Change

        Percentage change (%)

        Revenue

        499,677

        438,268

        61,409

        14.0

        Operating profit

        166,725

        156,603

        10,121

        6.5

        Core operating profit*1

        160,752

        158,362

        2,389

        1.5

        Profit before tax

        238,916

        200,750

        38,165

        19.0

        Profit attributable to owners of parent

        205,159

        170,435

        34,723

        20.4

        EBITDA*2

        187,720

        179,296

        8,424

        4.7

        *1 Core operating profit: An adjusted profit in which non-recurring items (impairment, gain on sales of property, plant, and equipment, etc.) are deducted from operating profit.

        *2 Earnings Before Interest, Taxes, Depreciation, and Amortization: Core operating profit added depreciation and amortization.

        Revenue was 499.7 billion yen (up 14.0 percent year on year). In addition to the steady growth of overseas business and royalty income, our domestic business expanded significantly following the acquisition of Torii Pharmaceutical Co., Ltd. as a consolidated subsidiary through M&A of the Japan Tobacco Inc. (hereinafter, " JT " ) Group's pharmaceutical business (JT pharmaceutical business, domestic group company Torii Pharmaceutical Co., Ltd., and U.S. group company Akros), and the recording of its revenue. As a result, each business made steady progress, and revenue for the fiscal year ended March 31, 2026 exceeded that of the previous fiscal year, marking a record high for the fourth consecutive year.

        In terms of profits, despite a year-on-year increase in expenses, mainly selling, general and administrative expenses, as a result of actively making preparations for the launch of new products in the U.S., and post-merger integration (PMI) activities related to business investments for future growth, operating profit increased 6.5 percent to 166.7 billion yen, marking a record high for the fourth consecutive year. Profit before tax was 238.9 billion yen, a 19.0 percent increase year on year, and profit attributable to owners of parent was 205.2 billion yen, a 20.4 percent increase year on year, and EBITDA increased 4.7 percent year on year to 187.7 billion yen.

        In the consolidated fiscal year ended March 31, 2026, we achieved record-high results in revenue and for all profit items, while making significant business investments aimed at strengthening our management and business foundations to realize our 2030 Vision.

        • Domestic sales of prescription drugs

          Domestic sales of prescription drugs increased 25.0 percent year on year to 123.5 billion yen. Since Torii Pharmaceutical became a consolidated subsidiary on September 1, 2025, its sales for seven months have been recorded. In addition, by co-promoting key products of Shionogi & Co., Ltd. and Torii Pharmaceutical, we were able to leverage each company's strengths to provide information to medical institutions in a mutually complementary manner, thereby achieving an increase in revenue.

          By product category, revenue from acute respiratory infection drugs was 33.8 billion yen, a 34.8 percent decrease year on year. Sales of the anti-coronavirus drug Xocova decreased due to the low prevalence of COVID-19 compared to the previous consolidated fiscal year. On the other hand, sales of the anti-influenza virus drug Xofluza increased in line with the spread of influenza during the winter. Although both drugs maintained a high market share in their respective treatment drug markets and generated a certain level of revenue, overall revenue in the acute respiratory infections field fell short of the level of the previous consolidated fiscal year. In the QOL disease field, prescriptions of QUVIVIQ, an insomnia treatment, have increased as one year has passed since its launch and the 14-day prescription restriction has been lifted. As a result, revenue increased 224.1 percent to 2.6 billion yen, significantly exceeding that of the previous fiscal year. Furthermore, in March 2026, sales commenced for ZURZUVAE, a treatment drug for depression with a novel mechanism of action.

        • Overseas subsidiary sales and exports

          Revenue from overseas business increased 9.9 percent to 65.0 billion yen from the previous year. Due to strong sales of Cefiderocol (product name in U.S.: Fetroja, product name in Europe: Fetcroja), revenues from businesses in the U.S. and Europe were 28.7 billion yen, a 22.9 percent increase, and 20.8 billion yen, a 23.4 percent increase, respectively. Revenue from our China business was 6.2 billion yen, a 28.3 percent decrease. This is mainly due to a decline in sales of generic drugs resulting from healthcare cost-containment policies. Meanwhile, we made steady progress in transitioning to a new drug business. We obtained approval for Cefiderocol in January 2026 for the treatment of complicated urinary tract infections caused by Gram-negative bacteria, and our new drug application for Naldemedine, a treatment for opioid-induced constipation, was accepted in May 2025.

        • Royalty income and dividend income from ViiV

        Royalty income from ViiV Healthcare Ltd. (hereinafter, "ViiV") increased 8.7 percent from the previous year to 261.3 billion yen due to the strong growth of oral two-drug combinations and long-acting formulations (LA formulations). Other royalty income increased significantly to 17.3 billion yen, up 304.9 percent year on year, supported by strong sales of the anti-influenza drug Xofluza, which is out-licensed to Roche (Switzerland), as well as the recognition of new royalties related to the JT pharmaceutical business, which the Company acquired on December 1, 2025. Dividend income from ViiV increased 30.0 percent to 52.4 billion yen due to the steady progress of ViiV's business.

      2. Research and Development

        During the fiscal year ended March 31, 2026, we actively advanced our research and development activities, focusing on projects in our priority areas of infectious diseases and QOL diseases with significant social impact.

        • Research

          Research on S-567123, a vaccine designed to prevent the onset of infection by inducing antibodies that suppress the activity of sarbecoviruses (a group of viruses including SARS coronavirus [SARS-CoV-1] and novel coronavirus [SARS-CoV-2]), has progressed, and a Phase 1 clinical trial has begun. This vaccine is a next-generation vaccine expected to be effective against emerging variants of SARS-CoV-2, as it induces antibodies that target regions of the virus where mutations are unlikely to occur.

          Furthermore, research on S-898270, a therapeutic candidate for improving symptoms of Alzheimer's disease, has progressed, and a Phase 1 clinical trial has been initiated. This drug is expected to improve cognitive function by enhancing neuronal and synaptic functions.

          In addition to advancing these research activities, we completed the acquisition of the JT Group's pharmaceutical business with the aim of strengthening our in-house drug discovery capabilities, particularly in small-molecule drug discovery. Through this acquisition, we enhanced our drug discovery infrastructure by expanding our talent base of experienced medicinal chemists and other specialists, and by acquiring and integrating advanced technology platforms, such as AI and quantum computing, from the JT pharmaceutical business. We aim to further enhance our strengths as a drug discovery-based pharmaceutical company and generate globally competitive in-house developed products.

        • Development

          In the field of infectious diseases, based on the positive results of the global Phase 3 post-exposure prophylaxis study (SCORPIO-PEP) for ensitrelvir (product name in Japan: Xocova), an oral antiviral drug for COVID-19, we submitted an application for approval in the United States for the prevention of COVID-19, and the application was accepted by the

          U.S. FDA. In Europe, we submitted marketing authorization applications for both post-exposure prophylaxis and treatment indications. In addition, in Japan, we obtained approval for post-exposure prophylaxis and also submitted a manufacturing and marketing authorization application for treatment in children aged 6 to 11 years. Furthermore, we initiated a Phase 3 clinical trial to expand the age range to include children aged 0 to 5 years.

          Regarding S-892216, a next-generation antiviral drug for COVID-19, we obtained positive results in a Phase 2 clinical trial toward obtaining approval as an oral treatment and advanced preparations for a Phase 3 clinical trial. Furthermore, development of long-acting formulations has progressed toward obtaining approval for pre-exposure prophylaxis for the purpose of preventing infection.

          Regarding S-268024, a COVID-19 vaccine targeting the JN.1 lineage of the SARS-CoV-2 variant, the primary endpoint was achieved in a Phase 3 clinical trial, demonstrating efficacy and a favorable safety profile. Based on these results, we submitted an application for partial change to the manufacturing and marketing approval in Japan.

          Regarding baloxavir marboxil (product name in Japan: Xofluza), an anti-influenza drug, we obtained manufacturing and marketing approval in Japan for a granule formulation intended for pediatric patients. This has made it possible to offer treatment options to a wider range of patients.

          Cefiderocol, an injectable antibacterial agent for the treatment of Gram-negative bacterial infections, including those caused by multidrug-resistant bacteria, was approved in China for the treatment of complicated urinary tract infections. In the field of QOL diseases with significant social impact, we initiated a global Phase 2 clinical trial of S-606001, a small-molecule oral treatment candidate for the rare disease Pompe disease. This disease is a genetic metabolic disorder characterized by muscle weakness and respiratory dysfunction, with significant unmet medical needs that existing treatments have not fully addressed, and this drug is expected to provide a new treatment option.

          Regarding zuranolone (product name in Japan: ZURZUVAE), an oral antidepressant with a novel mechanism of action, we obtained manufacturing and marketing approval in Japan. This drug is effective when taken orally once a day for 14 days. In a Phase 3 clinical trial in Japan, it demonstrated a significant improvement in depressive symptoms compared with placebo as early as two days after the start of administration, suggesting a rapid onset of action.

          Regarding S-531011, an anti-CCR8 antibody for solid tumors, we obtained results from the Phase 1 portion of a Phase 1/2 clinical trial and initiated a Phase 2 clinical trial.

          Furthermore, following the M&A of the JT Group's pharmaceutical business, we acquired several promising development products from the former JT pharmaceutical business and Torii Pharmaceutical.

    2. Financial Position for the Fiscal Year Ended March 31, 2026

      As of March 31, 2026, total assets were 2,576,870 million yen, an increase of 1,041,521 million yen from the end of the previous fiscal year.

      Non-current assets increased, primarily due to an increase in investments accounted for using the equity method, following an additional investment in ViiV, which resulted in the company becoming an equity-method affiliate. Furthermore, due to increases in property, plant and equipment, goodwill, and intangible assets following the consolidation of Torii Pharmaceutical as a subsidiary and the absorption-type split of the JT pharmaceutical business, non-current assets totaled 1,266,535 million yen, an increase of 589,690 million yen from the end of the previous fiscal year. Please note that the amounts of goodwill, intangible assets, etc. are provisionally calculated amounts as allocation of the acquisition cost has not yet been completed. Current assets were 1,310,335 million yen, an increase of 451,831 million yen from the end of the previous fiscal year, due to increases in cash and cash equivalents resulting from borrowings associated with large investments, fixed-term deposits of more than three months (included in other financial assets under current assets), and trade receivables.

      Equity totaled 1,686,205 million yen, an increase of 323,708 million yen from the end of the previous fiscal year, due to recording of profits and other factors despite a decrease due to dividend payments and other components of equity.

      Liabilities totaled 890,665 million yen, an increase of 717,813 million yen from the end of the previous fiscal year.

      Non-current liabilities were 63,235 million yen, an increase of 19,775 million yen from the end of the previous fiscal year, mainly due to an increase in deferred tax liabilities. Current liabilities were 827,430 million yen, an increase of 698,037 million yen from the end of the previous fiscal year, mainly due to an increase in borrowings associated with large investments.

    3. Cash Flows for the Fiscal Year Ended March 31, 2026

      SHIONOGI & CO.,LTD. (4507)

      Financial Results for Fiscal Year 2025

      Net cash provided by operating activities during the consolidated fiscal year ended March 31, 2026 was 213,572 million yen, an increase of 18,112 million yen from the previous fiscal year. Factors included an increase in profit before tax, as well as increases in inventories, trade receivables, and income taxes paid.

      Net cash used in investing activities was 506,137 million yen, an increase of 390,056 million yen year on year, mainly due to expenses for the acquisition of shares of equity-method affiliates and changes in time deposits.

      Net cash provided in financing activities was 599,321 million yen, a increase of 664,229 million yen year on year, due to income from short-term borrowings.

      As a result, cash and cash equivalents on March 31, 2026 totaled 711,397 million yen, an increase of 336,602 million yen from a year earlier.

      Cash flow indicators

      Year ended March 31, 2024

      Year ended March 31, 2025

      Year ended March 31, 2026

      Ratio of equity attributable to owners of parent to total assets

      87.2%

      88.7%

      65.4%

      Ratio of equity attributable to owners of parent to total assets on market value basis

      155.1

      124.4%

      114.6%

      Interest-bearing liabilities/Cash flow ratio

      0.1

      0.1

      3.2

      Interest coverage ratio (times)

      937.5

      639.7

      620.5

      Notes: Ratio of equity attributable to owners of parent to total assets: Equity attributable to owners of parent/Total assets

      Ratio of equity attributable to owners of parent to total assets on market value basis: Total market value of stock/Total assets

      Interest-bearing liabilities/Cash flow ratio: Interest-bearing liabilities/Net cash provided by operating activities Interest coverage ratio: Net cash provided by operating activities/Interest expense

      1. All indicators are calculated on a consolidated basis.

      2. Total market value of stock is calculated based on the total number of shares outstanding excluding treasury stock.

      3. Net cash provided by operating activities is as reported in the consolidated statements of cash flows.

      4. Interest-bearing liabilities are liabilities stated on the consolidated balance sheets on which interest is paid

    4. Outlook

      The financial forecast for the year ending March 31, 2027 is as follows.

      Millions of yen

      Revenue

      Operating profit

      Profit before tax

      Profit attributable to owners of parent

      Year ending March 31, 2027

      700,000

      220,000

      220,000

      210,000

      • Revenue

        Regarding revenue, in our domestic business, the anti-coronavirus drug Xocova and the anti-influenza drug Xofluza have each achieved a high market share in their respective treatment markets. These products are expected to contribute steadily to business performance in the event of infectious disease outbreaks. Furthermore, to establish a growth foundation beyond the infectious disease field, we anticipate steady growth across our entire domestic business, driven by the growth of new products such as QUVIVIQ, an insomnia treatment, and ZURZUVAE, a depression treatment, in addition to the extensive non-infectious disease product portfolio of Torii Pharmaceutical.

        In our overseas business, in addition to Cefiderocol, which has achieved steady growth primarily in Europe and the U.S., we have acquired the edaravone (product name in Japan: RADICUT, product name in U.S.: RADICAVA) business. We anticipate significant global growth, primarily in the U.S., by establishing a rare disease business as a key pillar outside the infectious disease field. For ensitrelvir, we will promote its global expansion by obtaining approval for post-exposure prophylaxis and through its commercial launch.

        Regarding royalty income, royalties from HIV-related products from ViiV are expected to increase, supported by the sales growth of Dovato, the long-acting treatment drug Cabenuva, and the preventive drug Apretude. In addition, royalty income previously received by the former JT pharmaceutical business will be recognized for the full year. As a result, overall revenue is expected to increase for the fifth consecutive year.

      • Profit

      In terms of profits, we expect an increase in selling, general, and administrative expenses, reflecting the strengthening of our domestic business through integration with Torii Pharmaceutical, which became a wholly owned subsidiary in the previous fiscal year, as well as efforts to maximize the value of the Radicava business in the U.S. We also expect an increase in amortization expenses due to the recognition of intangible assets arising from M&A. Regarding research and development expenses, we expect an increase in costs as we integrate the pipeline acquired through M&A, advance the prioritization and focus of development products, and continue to invest primarily in late-stage clinical trials. As outlined above, overall expenses are expected to increase, but we anticipate a significant increase in revenue that will more than offset these costs. As a result, we expect operating profit to increase for the fifth consecutive year and profit attributable to owners of parent to increase for the third consecutive year.

  2. Accounting Standards

    The SHIONOGI Group will voluntarily adopt International Financial Reporting Standards (IFRS) to enhance the international comparability of financial statements and to improve business operations by unifying accounting standards within the SHIONOGI Group.

  3. Consolidated Financial Statements and Notes
    1. Consolidated statement of profit or loss and Consolidated statement of comprehensive income Consolidated statement of profit or loss

      Millions of yen

      Year ended March 31, 2025

      Year ended March 31, 2026

      Revenue

      Cost of sales

      438,268

      (63,826)

      499,677

      (82,450)

      Gross profit

      374,441

      417,226

      Selling, general and administrative expenses

      (101,873)

      (126,905)

      Research and development expenses

      (108,612)

      (122,843)

      Amortization of intangible assets associated with products

      (4,178)

      (6,099)

      Other income

      528

      47,151

      Other expenses

      (3,702)

      (41,805)

      Operating profit

      156,603

      166,725

      Finance income

      53,174

      80,796

      Finance costs

      (9,027)

      (8,605)

      Profit before tax

      200,750

      238,916

      Income tax expense

      (31,215)

      (33,002)

      Profit

      169,534

      205,914

      Profit attributable to Owners of parent

      Non-controlling interests

      170,435

      (900)

      205,159

      754

      Profit

      169,534

      205,914

      Earnings per share

      Basic earnings per share

      200.36

      241.11

      Diluted earnings per share

      200.29

      241.04

      Consolidated statement of comprehensive income

      Millions of yen

      Year ended March 31, 2025

      Year ended March 31, 2026

      Profit

      169,534

      205,914

      Other comprehensive income

      Items that will not be reclassified to profit or loss

      Net change in fair value of equity instruments designated as measured at fair value through other comprehensive income

      Remeasurements of defined benefit plans

      (4,590)

      107,076

      (321)

      337

      Total of items that will not be reclassified to profit or loss

      (4,911)

      107,414

      Items that may be reclassified to profit or loss

      Exchange differences on translation of foreign operations

      5,928

      66,363

      Effective portion of cash flow hedges

      794

      55

      Share of other comprehensive income

      of investments accounted for using equity method

      (53)

      -

      Total of items that may be reclassified to profit or loss

      6,669

      66,419

      Total other comprehensive income, net of tax

      1,757

      173,833

      Comprehensive income

      171,292

      379,748

      Comprehensive income attributable to Owners of parent

      Non-controlling interests

      171,262

      30

      378,993

      754

      Comprehensive income

      171,292

      379,748

    2. Consolidated statement of financial position

      Millions of yen

      As of March 31, 2025

      As of March 31, 2026

      Assets

      Non-current assets

      Property, plant and equipment Goodwill

      Intangible assets Right-of-use assets Investment property

      Investments accounted for using equity method Other financial assets

      Deferred tax assets

      Other non-current assets

      115,412

      15,748

      143,652

      19,395

      27,722

      10,429

      299,799

      13,244

      31,440

      156,519

      35,061

      173,553

      22,789

      27,337

      710,751

      107,518

      4,344

      28,660

      Total non-current assets

      676,844

      1,266,535

      Current assets Inventories

      Trade receivables Other financial assets Other current assets

      Cash and cash equivalents

      65,477

      120,553

      270,024

      27,653

      374,795

      99,396

      159,773

      310,748

      29,020

      711,397

      Total current assets

      858,504

      1,310,335

      Total assets

      1,535,349

      2,576,870

      Millions of yen

      As of March 31, 2025

      As of March 31, 2026

      Equity and liabilities Equity

      Share capital Capital surplus Treasury shares Retained earnings

      Other components of equity

      21,279

      17,845

      (65,855)

      1,115,729

      272,924

      21,279

      17,824

      (65,189)

      1,492,697

      218,603

      Equity attributable to owners of parent

      1,361,924

      1,685,215

      Non-controlling interests

      572

      989

      Total equity

      1,362,497

      1,686,205

      Liabilities

      Non-current liabilities Lease liabilities

      Other financial liabilities Retirement benefit liability Deferred tax liabilities Provisions

      Other non-current liabilities

      18,418

      8,258

      8,018

      4,401

      -

      4,363

      18,895

      3,974

      16,735

      17,476

      2,526

      3,626

      Total non-current liabilities

      43,459

      63,235

      Current liabilities

      Bonds and borrowings Lease liabilities

      Trade payables

      Other financial liabilities Income taxes payable Other current liabilities

      -

      3,464

      13,579

      18,091

      22,399

      71,857

      660,000

      5,499

      22,149

      40,716

      18,881

      80,183

      Total current liabilities

      129,392

      827,430

      Total liabilities

      172,852

      890,665

      Total equity and liabilities

      1,535,349

      2,576,870

    3. Consolidated statement of changes in equity

      Millions of yen

      Share capital

      Capital surplus

      Treasury shares

      Retained earnings

      Other components of equity

      Equity attributable to owners of parent

      Non-controlling interests

      Total equity

      Balance as of April 1, 2024

      21,279

      14,242

      (137,889)

      1,065,913

      271,778

      1,235,325

      17,236

      1,252,562

      Profit

      170,435

      170,435

      (900)

      169,534

      Total other comprehensive income, net of tax

      826

      826

      930

      1,757

      Comprehensive income

      -

      -

      -

      170,435

      826

      171,262

      30

      171,292

      Purchase of treasury shares

      (10)

      (10)

      (10)

      Disposal of treasury shares

      (44)

      494

      449

      449

      Cancellation of treasury shares

      (71,550)

      71,550

      -

      -

      Dividends

      (48,709)

      (48,709)

      (98)

      (48,807)

      Changes in ownership interest in subsudiaries

      3,607

      3,607

      (16,596)

      (12,989)

      Transfer from other components of equity to retained earnings

      (319)

      319

      -

      -

      Transfer to capital surplus from retained earnings

      71,590

      (71,590)

      -

      -

      Balance as of March 31, 2025

      21,279

      17,845

      (65,855)

      1,115,729

      272,924

      1,361,924

      572

      1,362,497

      Profit

      205,159

      205,159

      754

      205,914

      Total other comprehensive income, net of tax

      173,833

      173,833

      173,833

      Comprehensive income

      -

      -

      -

      205,159

      173,833

      378,993

      754

      379,748

      Purchase of treasury shares

      (5)

      (5)

      (5)

      Disposal of treasury shares

      (171)

      671

      500

      500

      Dividends

      (56,196)

      (56,196)

      (337)

      (56,534)

      Transfer from other components of equity to retained earnings

      228,155

      (228,155)

      -

      -

      Transfer to capital surplus from retained earnings

      150

      (150)

      -

      -

      Balance as of March 31, 2026

      21,279

      17,824

      (65,189)

      1,492,697

      218,603

      1,685,215

      989

      1,686,205

    4. Consolidated statement of cash flows

      Millions of yen

      Year ended March 31, 2025

      Year ended March 31, 2026

      Cash flows from operating activities

      Profit before tax

      200,750

      238,916

      Depreciation and amortization

      20,933

      26,968

      Impairment losses (reversals of impairment losses)

      254

      35,040

      Bargain purchase gain

      -

      (43,868)

      Finance income and finance costs

      (52,288)

      (71,063)

      Decrease (increase) in trade and other receivables

      1,910

      (2,582)

      Decrease (increase) in inventories

      (388)

      (12,728)

      Increase (decrease) in trade and other payables

      (1,703)

      7,027

      Other

      5,925

      13,952

      Subtotal

      175,393

      191,662

      Interest and dividends received

      52,190

      63,236

      Interest paid

      (305)

      (344)

      Income taxes refund (paid)

      (31,817)

      (40,982)

      Net cash provided by (used in) operating activities

      195,460

      213,572

      Cash flows from investing activities

      Payments into time deposits

      (382,979)

      (116,984)

      Proceeds from withdrawal of time deposits

      308,606

      119,453

      Purchase of property, plant and equipment

      (17,126)

      (14,464)

      Purchase of intangible assets

      (34,977)

      (16,840)

      Purchase of investments

      (55,521)

      (72,379)

      Proceeds from sale and redemption of investments

      69,095

      66,619

      Payments for acquisition of businesses

      -

      (4,271)

      Payments for acquisition of subsidiaries

      (200)

      (8,267)

      Payments for acquisition of shares of equity-method affiliates

      (1,125)

      (416,446)

      Payments for loans receivable

      -

      (45,000)

      Other

      (1,852)

      2,444

      Net cash provided by (used in) investing activities

      (116,080)

      (506,137)

      Millions of yen

      Year ended March 31, 2025

      Year ended March 31, 2026

      Cash flows from financing activities

      Proceeds from short-term borrowings

      -

      660,000

      Repayments of lease liabilities

      (3,112)

      (4,160)

      Purchase of treasury shares

      (10)

      (5)

      Dividends paid

      (48,698)

      (56,175)

      Dividends paid to non-controlling interests

      (98)

      (337)

      Payments for acquisition of interests in subsidiaries from non-controlling interests

      (12,989)

      -

      Net cash provided by (used in) financing activities

      (64,908)

      599,321

      Effect of exchange rate changes on cash and cash equivalents

      2,233

      29,845

      Net increase (decrease) in cash and cash equivalents

      16,704

      336,602

      Cash and cash equivalents at beginning of period

      358,090

      374,795

      Cash and cash equivalents at end of period

      374,795

      711,397

    5. Notes

Consolidated statement of cash flows

The 45,000 million yen recognized as "Payments for loans receivable" represents funds loaned to Torii Pharmaceutical Co., Ltd. for its share repurchase.

Going concern assumption None

Changes in Presentation

"Investments accounted for using the equity method," which were included in "Other non-current assets" in the fiscal year ended March 31, 2025, are now presented separately starting from the fiscal year ended March 31, 2026 because of their increased significance.

To reflect this change in presentation, the 10,429 million yen included in "Other non-current assets" in the consolidated financial statements for the previous consolidated fiscal year has been reclassified and presented as "Investments accounted for using the equity method.

Segment information

Year ended March 31, 2025 (April 1, 2024 to March 31, 2025) and Year ended March 31, 2026 (April 1,2025 to March

31, 2026)

The SHIONOGI Group has a single business segment related to prescription drugs. We operate research, development, purchase, manufacturing, and distributing prescription drugs and related businesses. While analysis of each product sales and profits or expenses of each subsidiary are made, decision of business strategy and allocation of the management resources, especially allocation of R&D expenses, are made on a company-wide basis. Therefore disclosure of segment information is omitted.

Earnings per share

The basis for calculating basic earnings per share and diluted earnings per share is as follows.

Item

Year ended March 31,2025

Year ended March 31,2026

Basis for calculating basic earnings per share Profit attributable to owners of parent

Profit not attributable to ordinary equity holders of parent

170,435 million yen

-

205,159 million yen

-

Profit used for calculating basic earnings per share

170,435 million yen

205,159 million yen

Weighted-average number of ordinary shares outstanding

850,635 thousands of stocks

850,912 thousands of stocks

Basis for calculating diluted earnings per share

Profit for the year used for calculating basic earnings per share

Adjustments to profit

170,435 million yen

-

205,159 million yen

-

Profit for the year used for calculating diluted earnings per share

170,435 million yen

205,159 million yen

Weighted-average number of ordinary shares outstanding

Increase in number of ordinary shares from exercise of stock options

850,635 thousands of stocks

300 thousands of stocks

850,912 thousands of stocks

217 thousands of stocks

Weighted-average number of dilutive ordinary shares outstanding

850,936 thousands of stocks

851,129 thousands of stocks

Earnings per share

Basic earnings per share Diluted earnings per share

200.36 yen

200.29 yen

241.11 yen

241.04 yen

Notes: 1. No financial instruments are excluded from the calculation of diluted earnings per share because they are not dilutive.

  1. In September 2022, Shionogi made a disposition of 9,000,000(before stock split 3,000,000) shares of treasury stock to Sumitomo Mitsui Trust Bank, Limited (re-trustee: the trust account of Custody Bank of Japan, Ltd.) in relation to the Shionogi Infectious Disease Research Promotion Foundation. However, these shares are treated as treasury stock. Therefore, these shares are deducted from the average number of shares of common stock during the period in the calculation of basic earnings per share and diluted earnings per share.

  2. The Company conducted a 3-for-1 stock split of shares of common stock, effective October 1, 2024. Basic earnings per share and diluted earnings per share were calculated under the assumption that the stock split had been conducted at the beginning of the year ended March 31, 2025 .

Business combination

For the consolidated year ended March 31, 2026 (from April 1, 2025 to March 31, 2026)

At the Board of Directors meeting held on May 7, 2025, the Company resolved to acquire common shares of Torii Pharmaceutical Co., Ltd. (hereinafter, "Torii Pharmaceutical" ) through a tender offer pursuant to the Financial Instruments and Exchange Act (hereinafter, the "Tender Offer), to succeed to the pharmaceutical business of Japan Tobacco Inc. (hereinafter, "Japan Tobacco") (hereinafter, "JT Pharmaceutical Business") through a company split (simplified absorption-type split) (hereinafter, the "Absorption-type Split" ), and to enter into an agreement regarding the acceptance of all issued shares of Akros Pharma Inc. (a 100% sub-subsidiary of Japan Tobacco, hereinafter, "Akros") by Shionogi Inc., a SHIONOGI subsidiary company in the U.S.A. (hereinafter, the "Share Acceptance").

As a result of the Tender Offer, which the Company has implemented since May 8, 2025, Torii Pharmaceutical became an equity-method affiliate of the Company on June 25, 2025, which is the commencement date of settlement for the Tender Offer.

Torii Pharmaceutical resolved at its extraordinary general meeting of shareholders held on September 1, 2025 to acquire all of Torii Pharmaceutical's common shares held by Japan Tobacco (hereinafter referred to as the "Share Repurchase"), and the Share Repurchase became effective on the same day. As a result, Torii Pharmaceutical became a subsidiary of the Company on September 1, 2025, the effective date of the Share Repurchase.

On December 1, 2025, the Company completed the succession to the JT Pharmaceutical Business through a simplified absorption-type split, and Akros became a wholly owned subsidiary of Shionogi Inc. through the Share Acceptance.

The acquisition-related expenses for the Absorption-type Split, the Share Acceptance, and the Tender Offer amount to 1,500 million yen. Acquisition-related expenses are included in "Selling, general and administrative expenses" in the consolidated statement of profit or loss.

Torii Pharmaceutical

  1. Outline of business combination

    1. Name and the line of business of the acquired company

      Name Torii Pharmaceutical Co., Ltd.

      Line of business Manufacture and sale of pharmaceutical products

      Date of acquisition September 1, 2025

    2. Main reasons for the business combination

      The SHIONOGI Group had been considering a collaboration with the JT Pharmaceutical Business since the beginning of 2024 to realize its vision "Building Innovation Platforms to Shape the Future of Healthcare" in its efforts relating to the STS2030 Revision, its medium-term business plan. After careful consideration, it concluded that acquiring the JT Pharmaceutical Business and making Akros and Torii Pharmaceutical wholly owned subsidiaries were highly significant to realizing the vision.

      While the JT Pharmaceutical Business is responsible for research and development, Torii Pharmaceutical is responsible for manufacturing, sales, and promotional activities. By establishing an integrated value chain between the two companies, we have created an efficient collaborative framework. Torii Pharmaceutical is a pharmaceutical company with strengths in the areas of skin diseases, allergens, and kidney/dialysis. To achieve its medium- to long-term business vision "VISION2030" and ensure sustainable growth beyond 2030, it has been focusing on "maximizing the value of existing products and development products" and "acquiring new in-licensed products."

      After this transaction, synergies can be anticipated, such as the following: (1) the distinct strengths of the Company and Torii Pharmaceutical with regard to medical departments and facilities will be integrated, expanding the scope of information provision and also enabling the provision of information that meets the needs of doctors; (2) the potential for global expansion of future development pipelines will increase, leading to strengthened sales through the accumulation of R&D and sales data collected and evaluated both in Japan and overseas; and (3) by utilizing the Company's manufacturing facilities, a flexible in-house production system can be established, including the ability to increase production. Therefore, Torii Pharmaceutical became a subsidiary of the SHIONOGI Group by repurchasing its shares from Japan Tobacco, the former parent company of Torii Pharmaceutical.

    3. Ratio of equity interest acquired

    Voting Rights Ratio Equity Ownership Ratio

    Percentage immediately prior to acquisition

    38.46%

    38.46%

    Percentage on the acquisition date

    61.54%

    47.88%

    Percentage after acquisition

    100.00%

    86.34%

  2. Fair value of the consideration for the acquired company

    Fair value of existing equity interest 69,754 million yen

  3. Fair values of assets acquired, liabilities assumed and consideration paid as of the acquisition date

    (Million yen)

    Provisional fair value

    Fair value of acquisition consideration

    69,754

    Fair values of assets acquired and liabilities assumed

    Intangible assets (Note 2)

    5,576

    Other financial assets (non-current)

    34,351

    Other non-current assets

    11,101

    Inventories

    20,177

    Trade receivables

    31,879

    Other financial assets (current)

    12,132

    Cash and cash equivalents

    4,414

    Other current assets

    1,917

    Other non-current liabilities

    (3,364)

    Trade payables

    (9,008)

    Other financial liabilities (current)

    (48,557)

    Other current liabilities

    (2,899)

    Fair values of assets acquired and liabilities assumed (net)

    57,721

    Goodwill (Note 3)

    19,918

    Non-controlling interests (Note 4)

    (7,884)

    Total

    69,754

    (Notes) 1. The identification of assets and liabilities is currently under a detailed review, and the allocation of the acquisition cost has not been completed. Therefore, provisional accounting treatment has been applied based on reasonable information available at this time. Based on new information obtained by the end of the current fiscal year, the provisional fair value was adjusted. The main contents of the change were increases of 7,036 million yen in other non-current assets, 3,141 million yen in Inventories and 2,102 million yen in other non-current liabilities, and a decrease of 3,501 million yen in Intangible assets. As a result, goodwill decreased by 3,947 million yen.

    1. Intangible assets are primarily sales rights.

    2. Goodwill is primarily generated in relation to expected future profitability. None of the recognized goodwill is expected to be deductible for tax purposes.

    3. Non -controlling interests are measured by multiplying the percentage of non-controlling interests by the identifiable net assets of the acquired company on the date control was acquired

  4. Cash flows associated with the acquisition

    Acquisition consideration in cash -

    Cash and cash equivalents received on acquisition date 4,414 million yen Payments for acquisition of subsidiaries 4,414 million yen

  5. Business combinations achieved in stages The loss on the step acquisition is not material.

  6. Impact on business performance

    The revenue and quarterly profit arising on and after the acquisition date in relation to this business combination are 40,548 million yen and 4,176 million yen, respectively. The revenue and profit for the year ended March 31,2026 as if the business combination had taken place at the beginning of the consolidated fiscal year ended March 31, 2026 are 527,766 million yen and 206,962 million yen (pro forma information), respectively.

    Please note that this pro forma information has not been audited by an auditing firm.

  7. Additional acquisition

In October 2025, the Company acquired additional shares of Torii Pharmaceutical, which became a consolidated subsidiary in September 2025, through a squeeze-out procedure. We have determined that it is appropriate to account for this acquisition as a single transaction together with the Share Repurchase.

As a result, our equity interest in Torii Pharmaceutical has increased from 86.34 percent to 100.00 percent.

The acquisition consideration for the additional shares of Torii Pharmaceutical acquired through the squeeze-out procedure was 11,026 million yen. As a result of this additional acquisition, non-controlling interests decreased by 7,884 million yen and goodwill increased by 3,142 million yen.

JT Pharmaceutical Business

  1. Outline of business combination

    1. Name and the line of business of the acquired company

      Name Japan Tobacco Inc.

      Line of business Pharmaceutical business

      Date of acquisition December 1, 2025

    2. Main reasons for the business combination

    The JT Pharmaceutical Business has been engaged in research and development of prescription drugs since entering the business in 1987, aiming to create first-in-class small molecule drugs through stable research and development investment. Currently, under the business purpose of "valuing science, technology, and human resources and contributing to patients' health" and aiming to create original new drugs that can be used internationally, Japan Tobacco conducts research and development, while Torii Pharmaceutical handles manufacturing, sales, and promotion activities, building an integrated value chain and maximizing synergies within the group. The JT Pharmaceutical Business focuses on three priority research and development areas: cardiovascular, renal, and muscle; immunology and inflammation; and central nervous system. It has strengths in efficient and rapid clinical development through specialization on research and development in small molecule drug discovery and collaboration between domestic and international research and development bases. To deliver new drugs created in-house to patients as early as possible, the JT Pharmaceutical Business actively engages in out-licensing and partnerships with global mega-pharma companies, in addition to promoting in-house development.

    To realize its Vision, the Company concluded that by acquiring the JT Pharmaceutical Business, which has strengths in small molecule drug discovery and high research and development capabilities, it would be possible to accelerate the development of promising pipeline projects held by the two companies and increase the efficiency and speed of business operations through the establishment of a collaborative structure with the Company's pharmaceutical manufacturing functions. The Company believes that this business combination will create a leading company that delivers innovative pharmaceuticals from Japan to the world, contributing to the health of patients and people worldwide and contributing to the realization of a sustainable and healthy society.

  2. Fair value of the consideration for the acquired company

    Fair value of acquisition consideration 4,271 million yen (Adjusted for working capital)

  3. Fair values of assets acquired, liabilities assumed and consideration paid as of the acquisition date

    (Million yen)

    Provisional fair value

    Fair value of acquisition consideration

    4,271

    Fair values of assets acquired and liabilities assumed

    Intangible assets (Note 2)

    45,933

    Property, plant and equipment

    28,406

    Other non-current assets

    7,106

    Other current assets

    15,603

    Other non-current liabilities

    (35,902)

    Other current liabilities

    (13,093)

    Fair values of assets acquired and liabilities assumed (net)

    48,053

    Bargain purchase gain (Note 3)

    (43,781)

    Total

    4,271

    (Notes) 1. The identification of assets and liabilities is currently under a detailed review, and the allocation of the acquisition cost has not been completed. Therefore, provisional accounting treatment has been applied based on reasonable information available at this time. Based on new information obtained by the end of the current fiscal year, the provisional fair value was adjusted. The main contents of the change were increases of 33,351 million yen in Intangible assets, 9,538 million yen in Property, plant and equipment and 26,023 million yen in other non-current liabilities. As a result, bargain purchase gain increased by 23,515 million yen.

    1. Intangible assets are primarily sales rights.

    2. In measuring the fair value of the acquired assets, the fair value of the net assets acquired exceeded the consideration transferred due to the recognition of valuation gains on intangible assets and property, plant and equipment (land and buildings). As a result, a bargain purchase gain of 43,781 million yen was recognized from this absorption-type split and was recorded in "Other revenue" in the consolidated statement of profit or loss.

    3. Cash flows associated with the acquisition

      Acquisition consideration in cash 4,271 million yen Cash and cash equivalents received on acquisition date -Payments for acquisition of businesses 4,271 million yen

    4. Impact on business performance

The revenue and quarterly profit arising on and after the acquisition date in relation to this business combination are 8,265 million yen and (298) million yen, respectively. The revenue and profit for the year ended March 31, 2026 as if the business combination had taken place at the beginning of the consolidated fiscal year ended March 31, 2026 are 529,422 million yen and 208,370 million yen (pro forma information), respectively.

Please note that this pro forma information has not been audited by an auditing firm.

Akros Pharma Inc.

  1. Outline of business combination

    1. Name and the line of business of the acquired company

      Name Akros Pharma Inc.

      Line of business Clinical development and exploration of joint research and new technology projects overseas

      Date of acquisition December 1, 2025

    2. Main reasons for the business combination

      Please refer to "1. Outline of business combination (2) Main reasons for the business combination" of the JT Pharmaceutical Business.

    3. Ratio of equity interest acquired

    Voting Rights Ratio

    Percentage immediately prior to acquisition -Percentage on the acquisition date 100.00%

    Percentage after acquisition 100.00%

  2. Fair value of the consideration for the acquired company

    Fair value of acquisition consideration 4,238 million yen (Adjusted for working capital)

  3. Fair values of assets acquired, liabilities assumed and consideration paid as of the acquisition date

    (Million yen)

    Provisional fair value

    Fair value of acquisition consideration

    4,238

    Fair value of assets acquired and liabilities assumed

    Other financial assets (non - current)

    1,954

    Other non - current assets

    1,154

    Other current assets

    513

    Cash and cash equivalents

    2,583

    Other non - current liabilities

    (986)

    Other current liabilities

    (891)

    Fair values of assets acquired and liabilities assumed (net)

    4,328

    Bargain purchase gain (Note 2)

    (89)

    Total

    4,238

    (Notes) 1. The identification of assets and liabilities is currently under a detailed review, and the allocation of the acquisition cost has not been completed. Therefore, provisional accounting treatment has been applied based on reasonable information available at this time. Based on new information obtained by the end of the current fiscal year, the provisional fair value was adjusted. The main contents of the change were a decrease of 211 million yen in other non-current assets.

    2. The bargain purchase gain that arose as a result of measuring the assets acquired and liabilities assumed at fair value in connection with the business combination and comparing them with the consideration paid was recorded in "Other revenue" in the consolidated statement of profit or loss.

  4. Cash flows associated with the acquisition

    Acquisition consideration in cash 4,238 million yen

    Cash and cash equivalents received on acquisition date 2,583 million yen

    Payments for acquisition of subsidiaries 1,655 million yen

  5. Impact on business performance

Profit and loss information relating to the business combination after the acquisition date and profit and loss information assuming that the business combination took place at the beginning of the fiscal year are omitted because the impact on the consolidated statement of profit or loss is immaterial.

Important subsequent events

(Absorption-type merger with Torii Pharmaceutical Co., Ltd.)

At a meeting of the Board of Directors held on February 20, 2026, the Company resolved to adopt a basic policy of effecting an absorption-type merger with Torii Pharmaceutical Co., Ltd., its wholly owned subsidiary. At a meeting of the Board of Directors held on April 27, 2026, the Company resolved to effect the absorption-type merger, with an effective date of April 1, 2027. For details of this absorption-type merger, please refer to the "Notice Regarding the Absorption-Type Merger of Torii Pharmaceutical Co., Ltd., a Wholly Owned Subsidiary" which we published on April 27, 2026.

(Completion of transfer of the edaravone business and establishment of a Radicava business company)

At a meeting of our Board of Directors held on December 22, 2025, the Company resolved to enter into an agreement to acquire, on a global basis (including Japan and the United States), all rights to edaravone - a treatment for amyotrophic lateral sclerosis (ALS) developed and marketed by Tanabe Pharma Corporation (hereafter "Tanabe Pharma") ; product name in Japan: RADICUT, product name in U.S.: RADICAVA).Effective April 1, 2026, we have completed the transfer of all rights to the Company, including intellectual property rights and sales rights, for edaravone (product name in Japan: RADICUT, product name in U.S.: RADICAVA), a treatment for amyotrophic lateral sclerosis (ALS), in major countries and regions.

In addition, the Radicava operating company established as a result of this transaction commenced operations on that date as a wholly owned subsidiary of Shionogi Inc., the Company's U.S. group company.

  1. Overview of the Radicava Operating Company

    Name RADIANCE NEWCO, LLC

    Headquarters location 400 Campus Drive, Florham Park, NJ 07932, USA Representative's title and name Shionogi Inc.*

    Business activities Radicava sales and related activities.

    Year established 2026

    Major shareholders and ownership percentages

    Shionogi Inc. 100%

    Number of employees 143

    Relationship with the Company a wholly owned subsidiary of Shionogi Inc.

    Reference

    Tanabe Pharma's Radicava sales

    Year ended March 31, 2023

    Year ended March 31, 2024

    Year ended March 31, 2025

    revenue in the United States for the most recent three years.

    43,330 million yen 74,713 million yen 94,491 million yen

    * The operating company was established as a single - member, member - managed LLC (with a corporation as the sole member) and is not structured for an individual to serve as its representative.

  2. Outlook

The impact on consolidated financial results for the fiscal year ending March 31, 2027 and beyond is currently under review.

(Consolidation of Shionogi-Apnimed Sleep Science, LLC as a consolidated subsidiary)

At a meeting of the Board of Directors held on March 23, 2026, the Company resolved to make Shionogi-Apnimed Sleep Science, LLC (hereinafter "SASS"), an equity-method affiliate of the Company, a consolidated subsidiary, and entered into an equity transfer agreement with Apnimed, Inc. to acquire its equity interest in SASS. Thereafter, on April 6, 2026, the Company acquired such equity interest for US$100 million.

The impact on consolidated performance for the fiscal year ending March 2027 and beyond is currently under review. In addition, with respect to this transaction, the Company will account for it as an asset acquisition in accordance with the provisions of IFRS 3, Business Combinations.