Companies affiliated with PHC Group (“the Group”) recognizes that it is essential to accurately identify and assess diverse risks inherent in its business activities and proactively prevent or reduce the risks to achieve sustainable growth and maximize corporate value. We have established a comprehensive risk-management framework based on our “Basic Rules on Risk Management” to outline the Group’s fundamental policies, organizational structure, and initiatives for managing risks. Under this framework, we identified key risks; including management, financial, legal, natural disasters as well as geopolitical risks, and will promote company-wide measures to manage and address them effectively.

＜Risk Management Structure and Process＞

To strengthen our risk-management framework and ensure integrated oversight, the Group has established a Risk Management Committee. This is chaired by the Chief Operating Officer (COO), who serves as the executive officer responsible for risk management, the committee comprises corporate officers, heads of global business, and leaders of corporate functions. The committee convenes quarterly on a regular basis and holds additional meetings as necessary.
The Risk Management Committee is committed to operating a sustainable business by developing countermeasures to prevent risk occurrences and reduce the impact should they arise, as well as monitor, evaluate, and review the progress of these measures. The Committee will submit its report to the Board of Directors.

(PHC Group Risk Management Structure — as of March 31, 2025)

Regarding the risk identification and evaluation, each business unit and corporate function regularly identify risks, and analyzes and evaluates its significance based on factors such as potential impact and likelihood of occurrences. We prepare countermeasure policies, report them to the leadership team, and promote company-wide initiatives for risks deemed highly significant. We also monitor the status of these measures continuously and revise them as needed to adopt changes in the business environment. If a risk does materialize, we respond promptly to minimize the damage and work to prevent any recurrences.

(Risk Management Process) ＜Risk Situation of the Group＞

Below is a list of risks that may affect the operating results and financial condition of the Group and may have a significant impact on investors’ investment decisions. However, this list is not exhaustive.
In addition, we have also disclosed certain matters that are not classified as risk factors but are nonetheless considered important for investment decisions, in the interest of proactive information disclosure for investors.
Forward-looking statements included in this document reflect the Group’s views and judgments at the time of disclosure and do not represent an exhaustive description of all potential risks that may arise in the future.

1. Economic environment

PHC Group operates its businesses in more than 125 countries and regions around the world. Demand for the Group’s products and services is affected by the economic conditions of the countries and regions where those are sold. The Group’s businesses, customers, and business partners may be adversely affected by factors such as a slowdown in economic growth in the Group’s major markets, volatility in foreign exchange and credit markets, increased unemployment, a decline in capital investment, and various policy changes. The operational results and financial condition of the Group may be affected by a recession in the global market and any simultaneous decrease in demand. In response to such risks, we aim to build a robust earnings structure by proactively seeking to gather information on the economic environment while at the same time seeking to reduce costs, improve operational efficiency, and further strengthen our global business infrastructure.

2. Market trends

The industry to which the Group belongs is closely related to medical systems in various countries. In Japan and other countries, medical system reforms are underway to reduce medical costs and improve the quality of medical care. These reforms and factors related to new medical treatments and technological developments may drive innovations and demand for cost-effective products and solutions. The Group seeks to analyze and respond to trends in relevant business segments. In addition to internal R&D activities, we are working to satisfy customer needs through acquisitions and alliances that create synergies with our existing businesses. Failure to respond to future changes in the market environment may affect the Group’s operating results and financial condition.
The Group’s main customers in the Diagnostics & Life Sciences segment are universities, government agencies, and corporate research institutions. These customers’ R&D expenses may fluctuate depending on economic conditions. Many of these clients depend on funding from national and government sources. However, the level of R&D spending by the government is affected by budget priorities and changes in economic conditions, making it difficult to predict in advance. Economic conditions and government cutbacks may affect our customers’ R&D expenditures. Reductions or delays in government funding may cause our customers to postpone or forego purchases of the Group’s products. This may affect the Group’s operating results and financial condition.
The Group is seeking to proactively collect information on trends in the industry and changes in governmental budgets.

3. Customer trends/preferences

We expect customer demand for our products to constantly vary as their business and social environment changes and new technologies emerge. Diabetes patients, who use products and services that are part of the Group’s Diabetes Management segment, are anticipated to have a greater need for high accuracy and low-price blood glucose monitors that they use every day, as well as desire continuous glucose monitors that monitor glucose levels for a longer period of time through a sensor. They also have a growing need for minimally invasive sensors, which result in less pain and bleeding. Medical institutions, the Group’s customers in the Healthcare Solutions segment, are increasingly demanding cloud-based electronic medical record systems from the perspective of security and cost. Moreover, in recent years, in addition to the accuracy and safety that have been required for conventional products, customers in the Group’s Diagnostics & Life Sciences segment have asked for streamlining and labor-saving in their operations flow by promoting the use of digitalized analysis and workflow management tools. Many customers are also asking for awareness of how the Group is reducing its environmental impact. The Group is working continuously to respond to such customer needs. The Group's operational results and financial condition may be impacted in the following cases: (i) Demand for the Group’s products and services declines due to changes in customer needs, (ii) the Group is unable to provide products and services that meet the level and requirements of customers due to the Group’s failure to successfully alter products and services, or develop new products and services, and (iii) the Group is unable to properly identify changes in customer demand. Moving forward, we will further continue to strengthen our sales and marketing capabilities, focus on understanding customer trends and needs, and strive to provide improved products and services.

4. Competitors

The Group develops, manufactures, and sells a wide range of healthcare products and services around the world. Our competitors are diverse, including large multinational firms and smaller, specialized growth companies. The Group faces competition in a number of areas, including technological capabilities, marketing resources, product lineup, diversity of business models, and financial infrastructure. The Group’s products also are exposed to competition in terms of features, quality, price, and service. Furthermore, in the medical technology industry in which the Group is involved, there is rapid technological change and development. New developments and improvements in our competitor’s products, processes, and technologies may surpass the competitiveness of the Group’s products. Moreover, in businesses in emerging countries, it is possible that the Group’s products may lose market share to companies that have achieved low-priced products through low-cost manufacturing. The Group constantly monitors the trends of its competitors and strives to collect information. At the same time, we strive to strengthen our competitiveness by developing innovative technologies and products that leverage the strengths of our products and services. However, if we cannot ensure sufficient competitiveness against our competitors, the Group’s sales may decline, which may affect the Group's operational results and financial condition.

5. Price fluctuation risk associated with policies to suppress medical care expenses

Some products sold by the Group are subject to periodic decreases in the reimbursement amounts we receive from payers due to the global trend toward adoption of policies seeking to lower medical expenses. In Japan, medical fees, medication prices, and official reimbursement amounts for specified medical products are revised approximately once every two years. As part of initiatives being undertaken with the goal of maintaining universal coverage of the National Health Insurance (“NHI”) program, medication prices have been revised annually since the fiscal year ended March 31, 2022. Moving forward, if annual revisions are extended to the prices of certain medical products, including our BGM and CGM, it could lead to more frequent price reductions. In the United States, there is a pronounced movement toward price reduction in response to increased reimbursement pressure caused by reforms to the health insurance system. With respect to the Group’s main product, the BGM, the reimbursement rate of the United States’ primary government payor, Medicare, has been significantly reduced in the past. The BGM sensor is easily susceptible to fluctuations in reimbursement rates as a result of government policies aimed at reducing healthcare expenses. In order to limit the impact of fluctuating reimbursement rates, the Group is continuously working to expand sales channels for people who are not covered or not covered in full by insurance and pay out-of-pocket depending upon their country’s regulations. Even so, such risks of reimbursement rate fluctuations may affect the Group’s operational results and financial condition. For our clinical lab testing business, insurance points are the basis for medical fees and are revised once every two years as the customary practice. A case where there may be a reduction in insurance coverage rates due to changes in medical expense containment policies may, however, impact the Group's operating results and financial position.

6. Modification of the system following the revision of the insurance system, etc.

If major system changes are implemented for products sold by our Group, such as electronic medical record systems and electronic medication history systems, due to revisions in various insurance systems, such as the medical insurance system, and if major system modifications are required following these system changes, the business performance and financial position of our Group may be affected. In this case, the Group's operating results and financial position may be affected. We will proactively gather information on the trends of these system revisions and strive to grasp the situation as early as possible and respond effectively.

7. Overseas business growth

The Group supplies products to various regions around the world, which exposes us to risks such as geopolitical and economic uncertainties, wars, conflicts and terrorism between nations and regions, differences in religion and culture, labor-management relations in local markets, and societal disruption caused by the outbreak and spread of epidemics. Additionally, we may face challenges related to overseas business practices when building and expanding relationships with business partners.
Furthermore, we may encounter a variety of political, legal, and other barriers, including tax systems, contractual customs and practices, intellectual property protection systems, investment regulations, restrictions on repatriation of earnings, nationalization of local industries, and changes in import/export and foreign exchange regulations in different countries.
The Group operates globally with affiliated companies in various regions. From a management perspective, we strive to ensure proper governance across the Group, with a strong emphasis on compliance with applicable laws and regulations. However, if any issues were to arise at one of our affiliated companies, it could potentially impact the Group’s overall business operations.
With respect to export products, the competitiveness of the Group’s products may be weakened by tariffs, other barriers, or transportation costs.
In particular, recent developments in the tariff policies of the United States government—such as imposing high tariffs on imports from specific countries or regions—have significantly impacted the international trade environment and could lead to changes in the tariff policies of other nations. These policy changes pose risks, including increased costs for raw materials and components procured by the Group, as well as a decline in the price competitiveness of our products. Additionally, a disruption in our supply chain could arise potentially impacting relationships with business partners. Should governments further impose higher tariffs, the Group’s business activities and profitability could face adverse impacts.
The Group operates in countries with tax rates lower than Japan, which has enabled us to benefit from a reduced tax burden due to the difference between these lower rates and Japan’s effective tax rate. However, if tax systems or tax rates in these countries were to change, the Group may no longer enjoy the benefits of this reduced tax burden, which could affect our financial results and overall financial condition.
In response to non-tariff barriers arising from policies in emerging countries that encourage the use of domestic products, the Group will continue to actively utilize free-trade agreements to the maximum extent possible. At the same time, we will promote measures such as local production. While we will comprehensively consider the various risks mentioned above in order to establish optimal procurement, production, and distribution systems on a global scale, there remains a possibility that such efforts may not succeed. Regarding the current situation in Russia and Ukraine, reduced sales in Russia primarily affect the Diabetes Management and Diagnostics & Life Science segments. At present, the impact on the Group’s overall sales remains minor; however, depending on future development, this impact may increase.

8. Mid-term Plan

The Group’s Mid-term Plan, titled the Value Creation Plan, outlines a two-phase approach to achieving growth by fiscal 2030. In Phase 1, we will focus on building a foundation for growth. While in Phase 2, we will accelerate initiatives aimed at achieving sustainable growth, with a particular focus on the Diagnostics & Life Sciences domain. In The Value Creation Plan 2027 corresponding to Phase 1, we aim to enhance corporate value by implementing three key priority measures: structural reforms to strengthen our profit base, improved portfolio management, and focus on the Diagnostics & Life Sciences domain.
If many of the assumptions made during the formulation of this Mid-term Management Plan fail to materialize as expected, we may not achieve the targets outlined in the Plan. Furthermore, factors that the Group has not fully recognized or accurately analyzed may diminish the effectiveness of the Plan’s initiatives, potentially hindering our competitiveness.
Numerous inherent risks must also be considered. These include: the possibility that competition with other companies becomes more intense than anticipated, making it difficult to achieve the market share expansion assumed for growth; the risk of failing to secure talented employees as outlined in the Group’s personnel plan; the risk that strategies related to growth, customer, products, or cost-reductions do not succeed; the risk of being unable to adopt to new technological innovations or shifts in customer preferences—or incurring significant costs to do so; and the risk of other unforeseen events. As a result, we may face challenges in achieving our goals, encounter difficulties in implementing strategies, or even find that the initiatives themselves cease to benefit the Group.
These risks could ultimately affect the Group’s operational results and financial condition.

9. Dependence upon BGM business profits

The total segment profit (excluding non-reportable segments and elimination of internal transactions) for the fiscal year ended March 31, 2025, was JPY 30,409 million, of which the Diabetes Management segment profit was JPY 13,888 million.
For BGM, the Group aims to increase sales in emerging markets where there is still growth and to expand its share in developed markets where demand is declining. Furthermore, we plan to expand sales and profits in the Diabetes Management segment through investment in CGM products. However, moving forward, if the expansion of BGM sales in emerging markets, the expansion of BGM market share in developed markets, and the deployment of CGM products do not proceed as planned, the Group’s profits may decline.
The Group will seek to strengthen businesses in the Diagnostics & Life Sciences segment and the Healthcare Solutions segment, aiming for a well-balanced profit structure among the three domains. If new product development does not proceed as planned, or if strengthening each business does not proceed as planned because competition with other companies is fiercer than expected, the Group’s operational results and financial condition may be affected.

10. Foreign currency exchange rate risk

For the fiscal year ended March 31, 2025, the Group’s revenue by region is 43.2 % in Japan, 23.3 % in Europe, 21.9 % in North America, and 11.7 % in other regions. Since products and services transactions in foreign currencies account for more than half of the Group’s sales, the Group’s operational results could be affected as our prices and costs are impacted by fluctuations in foreign currency exchange rates. Preparing consolidated financial statements, the Group converts local currencies in each region into Japanese yen. Therefore, a fluctuation in exchange rates would also cause the rate used for conversion to fluctuate, which would then affect profit and loss, assets, and other matters on a consolidated basis after conversion to yen. In addition to implementing structural measures such as transferring production to overseas factories and procuring raw materials from overseas, the Group conducts currency hedging transactions according to sales scale and region. However, unexpected exchange-rate fluctuations may affect the operational results and financial condition of the Group.

11. Production/manufacturing

The Group supplies products and services around the world. We strive to ensure a stable supply of products to global markets. We adjust the molds, equipment, lines, and other items, necessary for production and manufacturing to suit each production and manufacturing process and require maintenance as appropriate. The Company continuously works to innovate its production and manufacturing technology, as well as conduct periodic maintenance. However, if we invest in production facilities and other items relevant to new production or manufacturing technology, an increase in these investment costs may affect the operational results and financial condition of the Group.
If the use of existing molds, equipment, lines, and other items is hindered due to factors such as the aging of equipment, there is the risk that the supply of materials and products to the Group will be temporarily disrupted. This may affect the operational results and financial condition of the Group.

12. Personnel recruitment

The average age of employees at PHC Corporation, the core subsidiary of the Group for product development and manufacturing, is 47.7 years old (as of March 31, 2025). Moving forward, if recruiting employees or transitioning to an operational system with fewer employees does not proceed as expected, it may hinder the succession of manufacturing technology or cause labor shortages in the manufacturing and sales departments, and main departments of the head office. The Group’s business is supported by the experience and leadership of its management team and the contributions of other key officers and employees. If we were to lose them or we were unable to recruit new personnel, the Group’s business may be affected. Competition to recruit qualified human resources is fierce, and the Group needs to invest in recruiting, training, and retaining talented people. We will continue to actively promote the attractiveness of the Group in order to recruit well-qualified human resources. For each business function, we seek to maintain and improve the performance of the Group as a whole in each job category and to develop successors by retaining Group employees with specialized knowledge and experience through strategies such as the re-employment of retired employees. However, if we are unable to secure qualified human resources as planned or face obstacles to the succession of manufacturing technology or labor shortages, the Group’s operational results and financial condition may be affected.

13. Procurement

The Group has established an ordering framework for both components and outsourced processes that secures the required quantities on a timely basis. In light of supply-chain risks, the Group endeavors to set up multiple procurement sources wherever practicable; however, for certain items the specialized quality or practical necessity of a particular supplier means that identifying and qualifying suitable alternatives—especially given the critical importance of change-control—can require a considerable amount of time.
Should procurement be disrupted by unforeseen events—such as changes in the policies or institutional arrangements in various countries, the impact of infectious diseases, force-majeure incidents on the manufacturer’s side, civil rehabilitation proceedings, bankruptcies, or other circumstances beyond expectations—and the Group’s businesses be affected, the personnel hours and expenses required to maintain supply arrangements or secure replacement sources could rise temporarily. Additional costs may also be incurred out of consideration for coexistence and mutual prosperity with business partners, as well as for reacquiring any licenses or permits necessitated by the change. Furthermore, fluctuations in market prices may compel the Group to revisit its procurement costs to sustain business continuity, making cost increases unavoidable.

14. Outsourcing of logistics operations

To streamline logistics operations and optimize distribution inventory, the Group outsources logistics operations to RR Donnelley and DHL for products sold by Ascensia Diabetes Care (the “ADC Group”) within the Diabetes Management segment. Most of the Group’s products sold by the ADC Group are manufactured in Japan and then consolidated at RR Donnelley’s two distribution centers in the United States and Poland. Afterward, the products are packaged in accordance with the laws and regulations of each country and shipped to sales destinations through DHL’s distribution facilities. If the provision of services from an outside contractor is interrupted or stopped—due to unforeseen disasters, accidents, or any other events that render the contractor unable to continue operations—the Group’s reputation could be damaged, legal-compliance issues could arise from contractor malpractice, or changes to the basic contract with the contractor could impact the Group’s business operations; should the Group be unable to respond appropriately, its operational results and financial condition could be adversely affected.

15. Quality

Since the products and services that the Group manufactures, sells, and provides require a high level of reliability, we are committed to quality assurance of our products and services from the design, development, and manufacturing stages under strict quality control based on international quality management standards such as the ISO standards. In this way, the Group is making every effort to ensure the safety of our products and services and the accuracy of our inspections. However, in the unlikely event of a safety issue with our products or services, or a quality problem that affects the stable supply of our products or services to the market or our customers' operations due to a suspension or recall of product shipments or services, our Group's business performance and financial position may be affected.
Furthermore, even if it is clear that our products were not directly involved in the occurrence of an accident or other incident, we may take preventive measures and actions if there is a possibility that the risk may spread to our products in the future. In such cases, the Group's business performance may be affected by lower sales or higher costs.
In addition, there is a risk of accidental defects or side effects during the use of the Group's products or services that could cause damage to others and result in liability claims. To respond to these risks, we have concluded insurance contracts for liability and product liability. However, in the unlikely event that a claim exceeding the insurance coverage is made and approved, the Group's business performance and financial position may be affected.

16. R&D

In the healthcare industry in which the Group operates, there is a long period between research and development and the launch of products due to legal regulations, permits, and approvals. Many products are commercialized after undergoing clinical trials and tests. For this reason, the Group has formulated medium- to long-term development strategies. Based on these strategies, we invest in R&D and facilities necessary for new technologies, products, and production process reforms. However, due to changes in the environment during a long period of R&D to bring a product into the market, the Group may change its policies or have to abandon an R&D project. In such cases, the Group’s operational results and financial condition may be affected.
Customer needs and values are diversifying, and many companies are trying to enter the healthcare market as a result of their market prospects. Therefore, it is possible that products developed by the Group may not achieve expected sales and growth. Furthermore, new technologies and products developed by our competitors may cause unexpected obsolescence of our commercial technologies and products, resulting in decreased demand for the Group’s technologies and products. Although the Group strives to understand customer needs, there is no guarantee that the Group will be able to continually provide products that appropriately meet customer needs. Moreover, there is no guarantee that the Group will always be able to fully meet customer price demands, quantities, and timelines. If the Group cannot offer products that meet customer needs due to diversification of customer needs, trends in new market entries, or the introduction of new competing technologies and products, the Group’s operational results and financial condition may be affected.

17. Secure and develop human resources for R&D

In the Group’s business, we need to retain and train talented researchers and engineers with expertise in R&D and new product development. At the same time, we must ensure qualified employees are retained and trained in development and production in each region. However, the Group’s business may be affected if it is unable to retain and train highly qualified employees. Furthermore, if such employees move to competitors, the competitiveness of those competitors may improve, and the Group’s operational results and financial condition may be affected.

18. Technological innovation

Many corporations from other industries may seek to divert their own technology to the same sector as the Group due to market prospects in this area. As a result, unexpected technological innovation may take place. The Group’s business segment is also one where existing competitors actively conduct R&D to maintain or secure technological advantage.
The Group engages in technological development to constantly improve its own technologies, among other areas, to meet the needs of its customers. In addition to our own R&D, we are keeping a close eye on trends in technological innovation, with a view to business partnerships and acquisitions with other companies that possess outstanding technologies. However, medical technology developments that make the Group’s products unnecessary or technological innovations that fundamentally overturn the technological superiority of the Group’s products could affect the Group’s operational results and financial condition.

19. Interest-bearing debt

The Group has entered into loan agreements with financial institutions. As of March 31, 2025, our ratio of borrowings to total assets is approximately 47.9 %. These agreements contain financial covenants; if the Group breaches these covenants and the lender demands repayment, we could lose the benefit of the loan terms, which may affect the Group’s financial position and cash flow.
To address the risk of rising interest rates and the risk of losing the favorable terms of loan agreements due to covenant breaches, the Group mainly undertakes the following measures:
・Business management: To maintain business stability and achieve sustainable growth, the Group manages its operations by setting specific numerical targets—revenue, operating profit, (adjusted) EBITDA, profit attributable to owners of the parent, and their growth rates—and monitoring them regularly.
・Fund management: As a rule, the Group formulates investment plans based on operating cash-flow projections that factor in debt repayment. We manage investment and financing cash flows so they remain within the limits of operating cash flow, strive to improve leverage, and maintain ample liquidity. In addition to confirming Group cash balances as needed, we continually update our cash-flow outlook. As a general rule, Group financing is handled centrally by the finance department.
・Negotiations with financial institutions: After sharing information on the economic environment and the progress of the Group’s businesses, we negotiate with financial institutions as necessary to improve interest rates and relax financial covenants. We also include provisions that reduce the interest-rate spread when the gross-leverage-ratio threshold is met.
These measures may not always succeed. In addition, allocating a significant portion of the cash generated from operations to debt repayment could reduce the funds available for R&D, capital investment, or dividend payments.

20. Impairment of fixed assets and goodwill

Due to the past carve-outs from Panasonic and subsequent M&As, intangible assets and goodwill recorded in the Group’s consolidated financial statements accounted for 53.9 % of our total assets as of March 31, 2025. We prepare our consolidated financial statements in accordance with IFRS, and goodwill is treated as a non-amortizable asset. The Group conducts an impairment test every consolidated fiscal year and whenever indicators of impairment are identified. Impairment may occur if there is a significant decrease in future cash flows from the asset group, including goodwill, a significant change in the business environment, or other factors. Moreover, the Group’s operational results and financial condition may be significantly affected if the value of assets, including goodwill, is impaired due to a deterioration in the Group’s business profitability.

21. Risks relating to our share price

The Group holds share reservation rights issued by companies with which it has business relationships. Because these share reservation rights are measured at fair value based on stock prices and other fundamental data, they are exposed to stock-price fluctuation risk. Investment shares held by the Group are likewise subject to stock-price fluctuation risk.
Fluctuations in the prices of shares issued by companies with which the Group has business relationships—or of shares held as investments—could have a significant impact on the Group’s financial position.

22. Risks of corporate acquisition and business partnerships

The Group sometimes implements corporate acquisitions and business partnerships as a means of expanding and growing its business. If we cannot identify appropriate opportunities for corporate acquisitions and business partnerships, or if we cannot reach an agreement with target companies on the terms of such acquisitions—including competitive bids—our ability to expand the Group’s business may be affected.
When acquiring a corporation, the Group conducts detailed due-diligence investigations of that company’s management status, business operations, financial condition, legal and regulatory compliance, contractual relationships, and other factors, and makes decisions only after carefully assessing the risks. However, if issues that were not detected during due diligence later arise; if post-acquisition integration requires more management resources or time than originally estimated; if unforeseen changes occur in the business environment; or if it becomes necessary to recognize an impairment of goodwill recorded at the time of acquisition, the Group’s operational results and financial condition could be affected.
The same applies to business partnerships. If we cannot realize the synergies or performance we expected, or if changes in the business environment compel us to dissolve the partnership and incur costs in terminating the partnership or withdrawing from the business, the Group’s operational results and financial condition may be affected. For example, our plan to commercialize and develop CGM products in partnership with Senseonics Holdings, Inc. could fall behind schedule due to intensifying competition and delays in the U.S. Food and Drug Administration (FDA) approval process for CGM products.
In addition, integrating multiple new businesses into the Group through corporate acquisitions and business partnerships is a complex process that demands substantial management attention and resources. Failure to execute integrations effectively could also adversely affect the performance of the Group’s existing businesses.

23. Risks related to internal controls

The Group has an established system to ensure internal controls to support appropriate and reliable financial reporting. We continually strive to improve these controls. However, even in situations where an effective system of internal controls has been established, the system may malfunction due to various factors, such as employee actions based on malicious intent or gross negligence. If the Group is unable to respond appropriately to such events, there is the possibility of problems such as future legal violations occurring, and the Group’s businesses being adversely affected by the loss of the Group’s credibility. Furthermore, the Group’s operational results and financial condition may be affected by the payment of administrative sanctions and fines resulting from criminal litigation, and damages resulting from civil lawsuits.
Furthermore, the Group has an established system to ensure the effectiveness and efficiency of its operations and is making continuous improvements to that system. However, the system may stop functioning due to various factors, such as unanticipated changes in the business and social environment, as well as the inability of internal business units to effectively respond to such changes. If the Group is unable to effectively respond to such changes, the Group’s operational results and financial condition may be affected.

24. Risks related to information breaches

When conducting business, the Group handles a large amount of personal information, such as customer and confidential product development information. To properly protect and manage such information consistent with the highest standards, we have established compliant policies and conduct regular employee training. We build and operate information systems with compliant security measures in place. However, in the event of cybersecurity attacks causing unauthorized external access to this information, defects in the internal management system, intentional or negligent acts by Group employees, or information breaches due to computer viruses or other causes, the Group’s credibility could be damaged, costs incurred, and damage claims may be filed against the Group. In such cases, the Group’s operational results and financial condition may be affected. Furthermore, when the laws and regulations concerning the protection of personal and confidential information are revised, the Group may have expenditures for system modifications necessary to comply with the revised laws and regulations. In such cases, the Group’s operational results and financial condition may be affected.

25. Risks related to information systems

The Group has established information systems across its businesses, including managing manufacturing and supply chains, product orders and deliveries, business administration, and other areas. These systems are indispensable to our business operations. As a result, improving the safety, reliability, and effectiveness of the systems are critical factors in developing our businesses. The Group relies on its third parties to design and operate these systems. There is a possibility that these systems may not continuously operate effectively due to cybersecurity attacks, system security failures, or system failures due to natural disasters, accidents, defects in hardware or software, or other causes. Recently, there has been an overall increase in cybersecurity threats such as ransomware attacks. To prepare for such situations, the Group maintains duplicates of various important information systems in distant data centers. In the event of unforeseen circumstances, such as disasters, we can switch to these duplicate systems and continue business operations. However, the system’s failure to continuously operate effectively could cause delays in the Group’s management and business processes, expenditures necessary to resolve problems, and damage to the Group’s credibility and reputation. In such cases, the Group’s operational results and financial condition may be affected.

26. Litigation

In the course of business operations, the Group is subject to the risk of being sued or becoming a party to other legal proceedings by users, business counterparties, competitors, Group employees, regulators, and others, including breach-of-contract disputes, labor issues, intellectual-property right violations, and confidential-information breaches, among others. To mitigate such risks, the Group implements measures to increase employees’ awareness of compliance. For example, we have established policies—such as a Group Code of Conduct and other core compliance rules—and provide rank-based training for employees (new-hire training, mid-career-hire training, training for promoted employees, management-level training), conduct compliance-awareness surveys, offer e-learning programs, and disseminate legal and regulatory updates.
Although many of the Group’s product categories are intended for medical professionals, self-monitoring systems for blood glucose are used directly by end users who are general consumers. For this reason, if there are any deficiencies in the blood-glucose self-monitoring system, lawsuits may be filed by general consumers. If the Group becomes a party to litigation or other proceedings and loses the case or is forced to accept unfavorable settlements, the reputation and credibility of the Group could be damaged or affected. Regardless of whether or not the Group is found liable, it may take time and incur significant expenses to respond to such litigation. As a result, the Group’s operational results and financial condition may be affected.

27. Laws, regulations, approvals, and licenses (Pharmaceutical Affairs, etc.)

The Group acquires the necessary approvals and licenses for conducting business under pharmaceutical and medical-device regulations around the world—for example, Japan’s Act on Securing Quality, Efficacy, and Safety of Products Including Pharmaceuticals and Medical Devices (Pharmaceuticals and Medical Devices Act). We are also subject to a wide range of other laws and regulations worldwide, including product liability, data protection, intellectual property rights, content regulation, competition law, consumer protection, anti-corruption, and taxation. To promote compliance, the Group has established internal control systems and provides employees with education and awareness programs. However, the Group’s operational results and financial condition may be affected in the event of actions that violate laws and regulations, or due to amendments to existing laws, or enactment of new laws, regulations, or guidelines.
In particular, some emerging countries establish non-tariff barriers to encourage domestic products. While the Group may consider local production and other measures to address such barriers, local legislation can be inadequate and interpretations of legal requirements inconsistent. Even with thorough coordination with local authorities, it may not be possible to conduct business as planned.
The Group will endeavor to respond promptly to relevant laws, regulations, approvals, and licenses in each country. Nevertheless, should we incur any administrative penalty—such as the revocation of an approval or license—due to an unforeseen legal violation, or fail to keep pace with new or revised laws and regulations, the Group’s operational results and financial condition could be affected.

28. Intellectual property

The Group owns, maintains, and manages many intellectual property rights in its three segments (Diabetes Management segment, Healthcare Solutions segment, and Diagnostics & Life Sciences segment). However, there is a possibility that intellectual property rights owned by the Group may not be recognized, sufficiently protected in certain regions and- countries, or may be infringed by a third party. Any loss of protection for the Group’s intellectual property rights may affect the Group’s operational results and financial condition.
When proceeding with R&D or developing new products, the Group conducts comprehensive investigations into the intellectual property rights of related third parties and strives not to infringe on the intellectual property rights of third parties. However, the industries in which the Group operates are wide-ranging. As a result, it is difficult to fully ascertain the status of ownership and registration of intellectual property rights of third parties. Consequently, the Group may unintentionally infringe third party intellectual property rights or be the subject of claims of intellectual property right infringement by a third party newly established in the Group’s industry. Such claims may result in litigation or an injunction precluding the Group from asserting its intellectual property rights. Such circumstances may affect the Group’s operational results and financial condition.

29. Risks related to environmental issues

The Group has implemented various measures to comply with regulations applicable to business operations. To manage environmental risks, we have obtained the ISO 14001 certification with respect to our main manufacturing facilities, and we have sought to enhance Group compliance efforts. However, if the Group fails to comply with applicable regulations or causes environmental problems, the Group may be required to pay compensatory damages or suspend production, or may suffer a decline in our corporate reputation. Furthermore, the Group may incur costs to comply with new regulations. In such cases, the Group’s operational results and financial condition may be affected.

30. ESG

The Group recognizes that efforts in Environment, Social, and Governance (ESG) are essential for achieving sustainable growth. However, failure to appropriately respond to tighter ESG-related regulations or rising expectations and demands from customers and investors, could adversely affected our business activities and financial condition.
Specifically, insufficient ESG due diligence or disclosure may prevent us adequately meeting requests from business partners, potentially resulting in lost business opportunities and weakened competitiveness. Furthermore , a decline in our ESG ratings could lead to exclusion from major ESG indices, which may lower our corporate value in stock market and diminish investor confidence. In addition, failure to appropriately identify or address risks related to climate change or human-rights issues could result in compliance violations or operational losses.
To mitigate these risks and strengthen our ESG initiatives, the Group has established a Sustainability Committee to oversee company-wide ESG projects. The committee works closely with the Risk Management Committee to reduce risks. We also conduct regular in-house training programs to enhance employee awareness of ESG matters.

31. Social disruption due to natural disasters and geopolitical threats, outbreaks and spread of epidemics, etc.

Natural disasters such as earthquakes, storms, floods, tsunamis, heavy snowfalls, fires, other events, accidents, geopolitical threats, such as terrorism and international conflicts, or societal disruption due to the outbreak and spread of serious diseases may impact the Group’s production plant. Depending upon the extent of the resulting damage, production activities at the relevant plant may be halted, product shipments may be suspended or delayed, or large losses and costs may be incurred due to repairs or replacement of production equipment. Furthermore, the Group’s operational results and financial position may be impacted if our suppliers or logistics partners were to experience societal disruption due to natural disasters, accidents, geopolitical threats, outbreaks or spread of epidemics, and other events. In addition, if one of the Group’s suppliers or distribution partners experienced shortages of power supply and power price increases, procurement interruptions, or the inability to secure raw materials, or deliver or export products, the Group’s operational results and financial position may be impacted.
In the event of societal disruption caused by natural disasters, geopolitical threats, the outbreak and spread of serious disease, and other events, the Group may close its facilities or suspend operations in light of its responsibility for the safety of its employees. In such event, costs associated with such closures or suspensions and the deterioration in our labor productivity may hurt our profitability, and the Group’s operational results and financial condition may be affected.

32. Pandemics

The Group’s business is exposed to risks due to pandemics. A global epidemic of an unknown infectious disease may slow down the global economy. Measures taken by governments, corporations, and individuals to slow the spread may impact demand for the Group’s products and services, and the Group’s business, supply chain, and distribution systems.
If Group employees become infected with an infectious disease or lockdown measures are implemented in various regions, the ability of employees to perform their duties may be significantly impacted. The Group will follow the recommendations of government authorities and take preventive measures to prioritize the safety of its employees. However, there is the possibility that such measures may not be effective and may require the temporary shutdown of our manufacturing facilities.

33. Risk of reputational damage

The Group's corporate brands PHC, Ascensia, LSI Medience, Wemex, Mediford, and Epredia, and business and product brands CONTOUR, STACIA, PATHFAST, Medicom, Shandon, Microm, Menzel Gläser, Richard-Allan Scientific, PHCbi, etc. are trademarks important to the Group's business. In the event of unauthorized use of our Group's trademarks, etc., or the occurrence or spread of complaints about our products and services, regardless of the accuracy of the content, the reputational damage that damages our brand image of safety and reliability and social credibility may occur and may affect the business performance and financial position of our Group.
In addition, inappropriate behavior or other incidents involving employees or third parties could also damage the brand image and public trust. We strive to mitigate these risks by providing our employees with ongoing compliance training to ensure that inappropriate behavior or other incidents do not occur.

34. Relationship with fund shareholder (KKR PHC Investment L.P.)

The Company has received an investment from KKR PHC Investment L.P., a private-equity fund of Kohlberg Kravis Roberts & Co. L.P., a global investment firm. As of March 31, 2025, KKR PHC Investment L.P. owns 38.03 % of the Company’s shares and continues the relationship as an “other affiliated company.”

35. Relationship with main shareholder (Mitsui & Co., Ltd.)

The Company has received an investment from Mitsui & Co., Ltd. As of March 31, 2025, Mitsui & Co., Ltd. owns 17.33% of the Company’s shares and continues the relationship as a main shareholder.

36. Relationship with main shareholder (Life Science Institute, Inc.)

The Company has received an investment from Life Science Institute, Inc. As of March 31, 2025, Life Science Institute, Inc. owns 9.74% of the Company’s shares and continues the relationship as a main shareholder.

37. Relationship with main shareholder (Panasonic Holdings Corporation)

The Company has received an investment from Panasonic Holdings Corporation. As of March 31, 2025, Panasonic Holdings Corporation still owns 7.74 % of PHC Holdings’ shares and continues its relationship with PHC Holdings Corporation as a main shareholder.