Nidec Announces its Important Notice Regarding Annual Securities Reports, etc.

KYOTO, Japan--(BUSINESS WIRE)--Nidec Corporation (the “Company”) has made timely disclosures today regarding the submission of the securities report and the internal control report for the fiscal year ended March 31, 2025, partial correction of the financial statements summary, and other matters. The Company hereby makes this announcement to summarize the current circumstances with respect to the abovementioned matters as an important report to its shareholders and investors as follows.

1. Regarding the Background of the Submission of the Securities Report and the Internal Control Report for the Fiscal Year Ended March 31, 2025

As announced in the “Notice concerning approval of deadline extension for submission of the securities report for the fiscal year ended March 31, 2025” dated June 27, 2025, the Company has determined that further internal investigations and consideration are necessary regarding trade transactions issues and customs issues of NIDEC FIR INTERNATIONAL S.R.L. (“FIR”), and the Company received approval from the Director-General of the Kanto Local Finance Bureau to extend the deadline for submission of the securities report for the fiscal year ended March 31, 2025 to September 26, 2025.

Under such circumstances, as a separate issue from the trade transactions issues and customs issues concerning FIR, in response to the emerging suspicion of improper accounting, the Company established a third-party committee to investigate such suspicion as announced in the “Notice Regarding Establishment of Third-Party Committee” dated September 3, 2025.

On the other hand, during the course of the internal investigations on the trade transactions issues and customs issues of FIR, it has been discovered that, with respect to free-of-charge export transactions involving used goods to China during the previous fiscal years at Nidec Elesys Corporation (currently, the Inverter Business Division, the Automotive Motor & Electronic Control Business Unit, Nidec Corporation), there are suspicious cases where the reported value for customs purposes was declared to be lower than the appropriate amount without legitimate reason. The Company has commissioned an additional investigation into these cases to external experts as part of an internal investigation. Furthermore, the Company has discovered suspicions that appropriate measures were not taken for cases in which a Swiss consolidated subsidiary of the Company engaged in export transactions without conducting the necessary registration, and the Company is proceeding with necessary internal actions, including the confirmation of relevant facts.

The Company also identified, through a whistleblowing report, suspicions that a Chinese consolidated subsidiary of the Company conducted intentional underreporting of withholding tax. The Company is proceeding with necessary internal actions, including the confirmation of relevant facts.

While the abovementioned investigations by the third-party committee, other internal investigations, and other actions remain ongoing, and the amount of impact on the consolidated financial statements and non-consolidated financial statements (the “Financial Statements”) and the scope of such impact have not been finalized and therefore such impact has not been reflected in the Financial Statements, as today is the extended deadline for submitting the securities report, the Company has submitted the securities report and the internal control report for the fiscal year ended March 31, 2025, reflecting the unpaid tariffs and other matters currently identified based on the internal investigations and other actions concerning trade transaction issues and customs issues related to FIR.

With respect to the investigations by the third-party committee, the internal investigations and other actions that are ongoing, the Company will promptly determine and analyze the causes, and formulate and implement recurrence prevention measures as soon as any inappropriate event is discovered as a result of such investigations. Furthermore, should it be discovered that there exists any material misstatement that requires amendment in the Financial Statements of any previous or current fiscal year, the Company intends to take appropriate measures, including amendments of previous or current securities reports.

2. Regarding Disclaimer of Opinion in the Audit Report in the Securities Report and Disclaimer of Opinion in the Internal Control Audit Report

The Company has received an audit report containing a disclaimer of opinion, as the independent auditor was not able to obtain sufficient and appropriate audit evidence to form a basis for an opinion on the Financial Statements since the abovementioned investigations by the third-party committee, other internal investigations, and other actions, are ongoing, and it is possible that the potential impact of undetected misstatements, if any, on the Financial Statements could be material and pervasive, and as a result, it was unable to determine whether any adjustments to the Financial Statements are necessary. For the details, please refer to the “Notice Regarding Disclaimer of Opinion in the Audit Report Concerning the Consolidated Financial Statements in the Securities Report for the Fiscal Year Ended March 31, 2025 and Disclaimer of Opinion in the Internal Control Audit Report” disclosed today.
(https://nidec.g.kuroco-img.app/v=1758879527/files/topics/18866_ext_2_en_0.pdf)

3. Regarding Material Weakness about Internal Control over Financial Reporting that should be Disclosed and Disclaimer of Evaluation Results in the Internal Control Audit Report

With respect to the issue of FIR, the Company recognizes that the primary causes lie with the Company as the parent company for failing to reflect the issues in the Financial Statements in a timely manner after recognizing such issues. Specifically, since the Company’s officers and employees who received the information regarding the conduct potentially violating laws and regulations failed to report such information to the Company’s management through the designated reporting line, necessary internal discussions and reviews regarding the material risk information were not conducted, resulting in a loss of opportunity for early correction (company-wide internal controls: information and communication), and the Company’s internal control system designed to ensure comprehensive collection of material risk information from subsidiaries to reflect them in the consolidated Financial Statements was not properly organized (internal controls over the Company’s accounting and account closing process).

The Company considers that these weaknesses have a significant impact on financial reporting and constitute a material weakness that should be disclosed. For the details, please refer to the “Notice Regarding Material Weakness about Internal Control over Financial Reporting and Disclaimer of Evaluation Results in Internal Control Report” disclosed today.
(https://nidec.g.kuroco-img.app/v=1758879514/files/topics/18865_ext_2_en_0.pdf)

4. Regarding Completion of Submission of the Securities Report for the Fiscal Year Ended March 31, 2025 (52nd Fiscal Year)

The Company has prepared the securities report for the fiscal year ended March 31, 2025 by reflecting the unpaid tariffs and other matters discovered through the internal investigations and other concerning trade transaction issues and customs issues pertaining to FIR, and submitted it to the Kanto Local Finance Bureau. For the details, please refer to the “Notice Regarding Completion of Submission of the Securities Report for the Fiscal Year Ended March 31, 2025 (52nd Fiscal Year)” disclosed today.
(https://nidec.g.kuroco-img.app/v=1758879538/files/topics/18867_ext_2_en_0.pdf)

5. Regarding Partial Correction of the Financial Statements Summary for the Fiscal Year Ended March 31, 2025 [IFRS] (Consolidated)

The Company has made corrections to the previously published Financial Statements summary for the fiscal year ended March 2025 [IFRS] (Consolidated). For the details, please refer to the “(Correction/Numerical Data Correction) Notice Regarding Partial Correction of ‘Financial Statements Summary for the Year Ended March 31, 2025 [IFRS] (Consolidated)’” disclosed today.
(https://nidec.g.kuroco-img.app/v=1758879246/files/topics/18861_ext_2_en_0.pdf)

The Company sincerely apologizes for the serious concerns and inconvenience caused to its shareholders and investors. The Company intends to promptly disclose any future developments as they become clear. The Company humbly requests your continued support.