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M&A and Subsidiary Changes6309TOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.)Machinery

Notice Regarding a Capital Increase by a Consolidated Subsidiary and a Change in a Specified Subsidiary

TOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.) will make a capital contribution of INR 40,000,000 to its consolidated subsidiary in India, increasing its capital from INR 32,000,000 to INR 72,000,000. Following the capital increase, the subsidiary will establish a branch in Gurgaon to serve as a sales and marketing base for its chemical industrial products business.

Worth reading
43Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
40000000
INR
Wording
Conditional
How definitive the wording is.

This transaction

This capital increase
CounterpartyTOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.)
Disclosing companyTOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.)
TOMOEKOGYO ENGINEERING INDIA PRIVATE LIMITEDVoting rights ownership percentageNumber of shares acquired Not disclosed (shares held after the capital increase: 7,199,999 shares by TOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.) and 1 share by 巴機械サービス株式会社)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Before the capital increase: Sales, marketing, procurement, market development, support and other activities in the machinery manufacturing and sales business / After the capital increase: Sales, marketing, procurement, market development, support and other activities in the machinery manufacturing and sales business and the chemical industrial products sales business

Location Pune, IndiaShare capital Before the capital increase: INR 32,000,000 (approximately ¥54.4 million); after the capital increase: INR 72,000,000 (approximately ¥122.4 million)Date of incorporation 26 November 2025
Consideration and expenses
Acquisition priceINR 40,000,000 (approximately ¥68.0 million) (subscription price for the capital increase)
Type of ConsiderationCash (payment for the capital increase)
Impact on Business Performance

The impact of this matter on the Company's consolidated results for the fiscal year ending October 2026 will be minor.

Procedures and assumptions
Management structure after acquisitionThe subsidiary will establish a branch in Gurgaon to serve as a sales and marketing base for its chemical industrial products sales business. The representative will be General Manager Monden Yusuke (門傳雄介). Employee treatment: not disclosed.
This transaction
ItemDetails
Transaction nameThis capital increase
Counterparty nameTOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.)
Name of the Subject CompanyTOMOEKOGYO ENGINEERING INDIA PRIVATE LIMITED
Business Description of the Subject CompanyBefore the capital increase: Sales, marketing, procurement, market development, support and other activities in the machinery manufacturing and sales business / After the capital increase: Sales, marketing, procurement, market development, support and other activities in the machinery manufacturing and sales business and the chemical industrial products sales business
Location of the Subject CompanyPune, India
Capital Stock of the Subject CompanyBefore the capital increase: INR 32,000,000 (approximately ¥54.4 million); after the capital increase: INR 72,000,000 (approximately ¥122.4 million)
Date of Establishment of the Subject Company26 November 2025
Acquisition priceINR 40,000,000 (approximately ¥68.0 million) (subscription price for the capital increase)
Type of ConsiderationCash (payment for the capital increase)
Number of shares acquiredNot disclosed (shares held after the capital increase: 7,199,999 shares by TOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.) and 1 share by 巴機械サービス株式会社)
Voting rights ownership percentageBefore 99.99997% (ownership interest before the capital increase) → after 99.99999% (ownership interest after the capital increase)
Impact on Business PerformanceThe impact of this matter on the Company's consolidated results for the fiscal year ending October 2026 will be minor.
Date of board resolution23 June 2026
Execution Date / Effective DateDuring October 2026 (予定) (payment date)
Management structure after acquisitionThe subsidiary will establish a branch in Gurgaon to serve as a sales and marketing base for its chemical industrial products sales business. The representative will be General Manager Monden Yusuke (門傳雄介). Employee treatment: not disclosed.
Items this document does not state (17)
Net Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To expand its chemical industrial products sales business in India, the company will establish a sales and marketing base in Gurgaon and develop the necessary sales structure. The company intends to expand its business performance by developing both its machinery manufacturing and sales business and its chemical industrial products sales business in India's rapidly growing market. This is part of the overseas business expansion and growth investment initiatives under its medium-term management plan.

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Notice Regarding a Capital Increase by a Consolidated Subsidiary and a Change in a Specified Subsidiary | TOMOE ENGINEERING CO.,LTD.(TOMOE KOGYO CO.,LTD.) (6309) timely disclosure | Komori