Interim report
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Consolidated Financial Results for the First Quarter Ended June 30, 2025 August 13, 2025 Name of Listed Company: Bengo4.com, Inc. Listed Stock Exchange: Tokyo Stock Exchange Securities Code: 6027 URL https://www.bengo4.com/corporate/en/ Representative: Taichiro Motoe, Representative Director, President and CEO Contact: Masaoki Sawada, Director and CFO TEL: +81-3-5549-2555 Scheduled date to commence dividend payments: ‒ Preparation of supplementary materials on financial results: Yes Holding of financial results briefing session: Yes (for institutional investors and analysts) (Million yen with fractional amounts rounded down) 1. Consolidated financial results for the first quarter ended June 30, 2025 (from April 1, 2025 to June 30, 2025) (1) Consolidated operating results (cumulative totals) (Percentages indicate year-on-year changes.) Net sales EBITDA Operating profit Ordinary profit Profit attributable to owners of parent First quarter ended Million yen % Million yen % Million yen % Million yen % Million yen % June 30, 2025 3,802 15.3 724 49.5 510 80.9 513 74.7 321 75.2 June 30, 2024 3,297 ‒ 484 ‒ 282 ‒ 294 ‒ 183 ‒ (Note) Comprehensive income: First quarter ended June 30, 2025: 321 million yen (75.2%) First quarter ended June 30, 2024: 183 million yen (–%) Basic earnings per share Diluted earnings per share First quarter ended Yen Yen June 30, 2025 14.22 14.08 June 30, 2024 8.23 8.06 (Note) The year-on-year changes from three months ended June 30, 2024 are not presented because the Company prepared financial statements on a consolidated basis, starting with the first nine months of the fiscal year ended March 31, 2024. (Note) EBITDA = Operating profit + Depreciation + Amortization of goodwill + Share-based payment expenses + Share of profit (loss) of entities accounted for using equity method (2) Consolidated financial position Total assets Net assets Equity ratio As of Million yen Million yen % June 30, 2025 11,280 5,760 50.5 March 31, 2025 11,296 5,438 47.6 Reference: Equity capital As of June 30, 2025: 5,702 million yen As of March 31, 2025: 5,380 million yen 2. Cash dividends Dividend per share First quarter-end Second quarter- end Third quarter-end Fiscal year-end Annual Yen Yen Yen Yen Yen Fiscal year ended March 31, 2025 ‒ 0.00 ‒ 0.00 0.00 Fiscal year ending March 31, 2026 ‒ Fiscal year ending March 31, 2026 (Forecast) 0.00 ‒ 0.00 0.00 (Note) Revision to dividend forecasts published most recently: None Consolidated forecasts for the fiscal year ending March 31, 2026 (from April 1, 2025 to March 31, 2026) (Percentages indicate year-on-year changes.) Net sales EBITDA Operating profit Ordinary profit Profit attributable to owners of parent Basic earnings per share Fiscal year ending Million yen % Million yen % Million yen % Million yen % Million yen % Yen March 31, 2026 16,100 14.4 3,000 38.3 2,000 43.9 2,000 42.3 1,200 14.3 53.12 (Note) Revisions to earnings forecasts published most recently: No (Note) EBITDA = Operating profit + Depreciation + Amortization of goodwill + Share-based payment expenses + Share of profit (loss) of entities accounted for using equity method
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* Notes (1) Major changes in the scope of consolidation during the period: None (2) Application of particular accounting treatment concerning preparation of quarterly consolidated financial statements: None (3) Changes in accounting policies and changes or restatement of accounting estimates a. Changes in accounting policies due to revisions to accounting standards and other regulations: None b. Changes in accounting policies other than a: None c. Change in accounting estimate: None d. Restatement: None (4) Number of shares issued (common stock) a. Total number of shares issued at the end of the period (including treasury shares) As of June 30, 2025 22,595,200 shares As of March 31, 2025 22,595,200 shares b. Number of treasury shares at the end of the period As of June 30, 2025 6,522 shares As of March 31, 2025 6,522 shares c. Average number of shares during the period First quarter ended June 30, 2025 22,588,678 shares First quarter ended June 30, 2024 22,286,386 shares * Review of the accompanying quarterly consolidated financial statements by certified public accountants or an audit corporation: None * Proper use of earnings forecasts, and other special matters The forward-looking statements such as earnings forecasts stated in this document are based on the information currently available to the Group and certain assumptions that the Group judges as rational. These statements are not guarantees of future performance. Actual results may differ substantially from the forecasts due to various factors. For the assumptions underlying the forecasts and precautions when using the forecasts, please refer to “1. Overview of Operating Results and Financial Position, (3) Ex planation regarding consolidated earnings forecasts and other forward-looking statements” on page 3 of the supplementary materials.
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―1― ○ Supplementary Materials – Contents 1. Overview of Operating Results and Financial Position ................................................................... 2 (1) Overview of consolidated operating results for the first quarter ended June 30, 2025 ............... 2 (2) Overview of consolidated financial position for the first quarter ended June 30, 2025 .............. 3 (3) Explanation regarding consolidated earnings forecasts and other forward-looking statements .. 3 2. Quarterly Consolidated Financial Statements and Key Notes .......................................................... 4 (1) Quarterly consolidated balance sheet .......................................................................................... 4 (2) Quarterly consolidated statement of income and quarterly consolidated statement of comprehensive income ................................................................................................................ 6 (3) Notes to quarterly consolidated financial statements .................................................................. 8 (Notes on going concern assumptions) ....................................................................................... 8 (Notes in the case of significant changes in shareholders’ equity) .............................................. 8 (Notes on segment information) .................................................................................................. 8 (Notes on statement of cash flows) ............................................................................................. 9 (Significant subsequent events) ................................................................................................... 9
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―2― 1. Overview of Operating Results and Financial Position (1) Overview of consolidated operating results for the first quarter ended June 30, 2025 During the first three months of the fiscal year under review, the Japanese economy recovered moderately. Capital expenditures gradually increased, and consumer spending was firm due to improvements in employment and income. However, uncertainty remains due to overseas trade policy trends and the impact of rising prices on consumer behavior in Japan. Under the mission, “Be the Professional -Tech Company,” the Group has been operating Internet media through portal sites such as Bengoshi.com for legal consultation and zeirishi.com for tax consultation, while also providing IT and solution services including CloudSign, a contract management platform, and the Hanreihisho, a data base for precedents. On May 23, 2025, the Company launched Legal Brain Agent, an AI agent specializing in legal affairs. This service offers strong support to enhance the work efficiency of legal professionals and aids the Company in accelerating the fulfillment of its mission: Be the Professional-Tech Company. As a result of the above, net sales reached 3,802 million yen, up 15.3% year on year, operating profit amounted to 510 million yen, up 80.9% year on year, ordinary profit was 513 million yen, up 74.7% year on year, and profit attributable to owners of parent came to 321 million yen, up 75.2% from a year earlier, in the first three months under review. Operating results by business segment are as follows. (Media business) In the Media business, the Company engages in the Internet media business through the legal consultation portal site Bengoshi.com and the tax consultation portal site zeirishi.com. In the Bengoshi.com business, the Company focused on providing content that is helpful for users and improving usability. The business also strengthened collaboration with Hanreihisho and BengoKakumei to develop new products for lawyers. Consequently, the number of registered lawyers as of the end of the first quarter under review rose 5.5% year on year, to 25,216, of which the number of lawyers with paid member subscriptions to the lawyer support service stood at 6,046 (an increase of 5.3% year on year). As a result, net sales and segment profit increased 0.0% and 6.4% year on year, to 1,205 million yen and 351 million yen, respectively, in the first three months under review. (IT/Solutions business) In the IT/Solutions business, the Company provides IT and solution services including CloudSign, a contract management platform. In the CloudSign service, the Company sought to reinforce its development and sales systems by actively recruiting human resources, while simultaneously improving usability, increasing recognition and expanding its customer base through the placement of ad vertisements in a range of media, among other efforts. As a result, the number of contracts transmitted increased 17.4% year on year, to 2,791,332 in the first quarter under review. As a result, net sales and segment profit increased 24.2% and 66.7% year on year, to 2,598 million yen and 763 million yen, respectively, in the first three months under review.
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―3― (2) Overview of consolidated financial position for the first quarter ended June 30, 2025 Total assets at the end of the first quarter of the consolidated fiscal year under review stood at 11,280 million yen, down 16 million yen from the end of the previous consolidated fiscal year. This was mainly due to decreases in cash and deposits and accounts receivable - trade, partially offset by increases in prepaid expenses and investment securities. (Current assets) Current assets at the end of the first quarter of the consolidated fiscal year under review stood at 6,517 million yen, down 87 million yen from the end of the previous consolidated fiscal year. This was chiefly attributable to decreases of 227 million yen in cash and deposits and 145 million yen in accounts receivable - trade, partially offset by an increase of 258 million yen in prepaid expenses. (Non-current assets) Non-current assets at the end of the first quarter of the consolidated fiscal year under review climbed 70 million yen from the end of the previous consolidated fiscal year, to 4,762 million yen. This was largely due to an increase of 64 million yen in investment securities. (Current liabilities) Current liabilities at the end of the first quarter of the consolidated fiscal year under review decreased 201 million yen from the end of the previous consolidated fiscal year, to 3,052 million yen. The main factors were decreases of 59 million yen in acc ounts payable - other and 230 million yen in income taxes payable, more than offsetting an increase of 121 million yen in advances received. (Non-current liabilities) Non-current liabilities at the end of the first quarter of the consolidated fiscal year under review decreased 136 million yen from the end of the previous consolidated fiscal year, to 2,468 million yen. This change was primarily attributable to a decrease of 121 million yen in long-term borrowings. (Net assets) Net assets at the end of the first quarter of the consolidated fiscal year under review stood at 5,760 million yen, rising 321 million yen from the end of the previous consolidated fiscal year. This was largely due to an increase of 321 million yen in retained earnings. (3) Explanation regarding consolidated earnings forecasts and other forward-looking statements There is no change to the earnings forecasts for the fiscal year ending March 31, 2026 announced on May 14, 2025.
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―4― 2. Quarterly Consolidated Financial Statements and Key Notes (1) Quarterly consolidated balance sheet (Thousand yen) Previous consolidated fiscal year (As of March 31, 2025) First quarter under review (As of June 30, 2025) Assets Current assets Cash and deposits 4,171,122 3,943,991 Accounts receivable 2,069,578 1,924,233 Prepaid expenses 339,431 597,959 Other 79,576 109,316 Allowance for doubtful accounts -54,839 -57,697 Total current assets 6,604,869 6,517,804 Non-current assets Property, plant and equipment Buildings and structures, net 82,139 80,231 Tools, furniture and fixtures, net 67,860 96,059 Total property, plant and equipment 150,000 176,291 Intangible assets Goodwill 878,610 859,969 Technology assets 1,315,361 1,291,003 Software 945,722 969,353 Software in progress 154,586 171,220 Trademark right 229,301 225,992 Other 13,630 13,404 Total intangible assets 3,537,213 3,530,942 Investments and other assets Investment securities 483,612 547,758 Distressed receivables 38,661 40,552 Deferred tax assets 287,724 286,980 Other 233,570 220,776 Allowance for doubtful accounts -38,660 -40,552 Total investments and other assets 1,004,908 1,055,515 Total non-current assets 4,692,122 4,762,749 Total assets 11,296,992 11,280,553
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―5― (Thousand yen) Previous consolidated fiscal year (As of March 31, 2025) First quarter under review (As of June 30, 2025) Liabilities Current liabilities Short-term borrowings 250,000 250,000 Current portion of long-term borrowings 485,004 485,004 Accounts payable - other 773,530 713,696 Accrued expenses 112,668 112,118 Income taxes payable 450,567 220,022 Accrued consumption taxes 209,707 187,544 Advances received 850,220 971,533 Provision for bonuses 8,230 2,845 Provision for bonuses for directors (and other officers) 14,518 2,730 Other 99,104 106,730 Total current liabilities 3,253,552 3,052,225 Non-current liabilities Long-term borrowings 1,752,492 1,631,241 Deferred tax liabilities 510,237 498,870 Provision for retirement benefits for directors (and other officers) 288,600 292,500 Retirement benefit liability 47,200 39,449 Other 5,950 5,950 Total non-current liabilities 2,604,479 2,468,010 Total liabilities 5,858,032 5,520,236 Net assets Shareholders’ equity Share capital 545,632 545,632 Capital surplus 511,326 511,326 Retained earnings 4,356,086 4,677,236 Treasury shares -32,075 -32,075 Total shareholders’ equity 5,380,969 5,702,119 Share acquisition rights 57,991 58,196 Total net assets 5,438,960 5,760,316 Total liabilities and net assets 11,296,992 11,280,553
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―6― (2) Quarterly consolidated statement of income and quarterly consolidated statement of comprehensive income Quarterly consolidated statement of income First three-month period (Thousand yen) Previous first quarter (from April 1, 2024 to June 30, 2024) First quarter under review (from April 1, 2025 to June 30, 2025) Net sales 3,297,755 3,802,096 Cost of sales 760,722 798,799 Gross profit 2,537,032 3,003,297 Selling, general and administrative expenses 2,254,907 2,492,855 Operating profit 282,125 510,441 Non-operating income Interest income 0 ‒ Share of profit of entities accounted for using equity method 10,958 9,142 Commission income 2,809 918 Miscellaneous income 1,287 1,673 Total non-operating income 15,055 11,734 Non-operating expenses Interest expenses 2,816 5,057 Miscellaneous losses 202 3,230 Total non-operating expenses 3,018 8,287 Ordinary profit 294,162 513,888 Extraordinary income Gain on sale of non-current assets 11,213 ‒ Gain on reversal of share acquisition rights ‒ 53 Total extraordinary income 11,213 53 Extraordinary losses Loss on sale of non-current assets 8,486 ‒ Loss on retirement of non-current assets ‒ 1,124 Total extraordinary losses 8,486 1,124 Profit before income taxes 296,889 512,818 Income taxes - current 126,278 202,290 Income taxes - deferred -12,711 -10,623 Total income taxes 113,566 191,667 Profit 183,322 321,150 Profit attributable to non-controlling interests ‒ ‒ Profit attributable to owners of parent 183,322 321,150
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―7― Quarterly consolidated statement of comprehensive income First three-month period (Thousand yen) Previous first quarter (from April 1, 2024 to June 30, 2024) First quarter under review (from April 1, 2025 to June 30, 2025) Profit 183,322 321,150 Comprehensive income 183,322 321,150 Comprehensive income attributable to Comprehensive income attributable to owners of parent 183,322 321,150 Comprehensive income attributable to non-controlling interests ‒ ‒
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―8― (3) Notes to quarterly consolidated financial statements (Notes on going concern assumptions) Not applicable. (Notes in the case of significant changes in shareholders’ equity) Not applicable. (Notes on segment information) [Segment information] I. Three months ended June 30, 2024 (April 1, 2024 to June 30, 2024) 1. Information on net sales and profit (loss) by reportable segment (Thousand yen) Reportable segments Adjustment (Note 1) Amount posted in the quarterly statement of income (Note 2) Media IT/Solutions Total Net sales Net sales to external customers 1,205,780 2,091,974 3,297,755 ‒ 3,297,755 Inter-segment sales or transfers ‒ ‒ ‒ ‒ ‒ Total 1,205,780 2,091,974 3,297,755 ‒ 3,297,755 Segment profit 330,092 457,638 787,730 -505,605 282,125 (Notes) 1. The adjustment for segment profit of negative 505,605 thousand yen includes corporate expenses that are not previously allocated to the reportable segments. Corporate expenses consist primarily of general and administrative expenses that are not attributable to the reporting segments. 2. Segment profit is adjusted to be consistent with the operating profit reported in the quarterly consolidated statement of income. 2. Information on impairment losses on non-current assets and goodwill by reportable segment (Significant changes in amount of goodwill) In the Media segment, Bengi Kaumei Inc. was additionally included in the scope of consolidation. This event resulted in an increase in goodwill of 205,272 thousand yen during the three months under review. This increase in goodwill reflects an important review of the initial allocation of acquisition costs linked to the determination of the applied provisional accounting treatment pertaining to business combinations. II. Three months ended June 30, 2025 (April 1, 2025 to June 30, 2025) 1. Information on net sales and profit (loss) by reportable segment (Thousand yen) Reportable segments Adjustment (Note 1) Amount posted in the quarterly statement of income (Note 2) Media IT/Solutions Total Net sales Net sales to external customers 1,205,118 2,596,978 3,802,096 ‒ 3,802,096 Inter-segment sales or transfers 880 1,533 2,413 -2,413 ‒ Total 1,205,998 2,598,511 3,804,510 -2,413 3,802,096 Segment profit 351,295 763,099 1,114,395 -603,953 510,441 (Notes) 1. The adjustment for segment profit of negative 603,953 thousand yen includes corporate expenses that are not previously allocated to the reportable segments. Corporate expenses consist primarily of general and administrative expenses that are not attributable to the reporting segments. 2. Segment profit is adjusted to be consistent with the operating profit reported in the quarterly consolidated statement of income.
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―9― (Notes on statement of cash flows) The Company did not prepare quarterly consolidated statements of cash flows for the first three months under review. Depreciation (including amortization of intangible assets except for goodwill) and amortization of goodwill for the first three months under review are as follows. (Thousand yen) Three months ended June 30, 2024 (April 1, 2024 to June 30, 2024) Three months ended June 30, 2025 (April 1, 2025 to June 30, 2025) Depreciation 161,878 185,781 Amortization of goodwill 18,595 18,641 (Significant subsequent events) (Issuance of share acquisition rights as stock options) At a Board of Directors meeting held on July 16, 2025, the Company resolved to grant share acquisition rights, or specifically stock options as stock compensation allocated to certain employees of the Company and an external advisor in accordance with Articles 236, 238, and 240 of the Companies Act. The share acquisition rights were issued on July 31, 2025. 1. Reason for issuing share acquisition rights as stock options The Company issues stock options (share acquisition rights) as stock compensation to certain employees of the Company and an external advisor to align their interests with those of the shareholders by allowing them to benefit from increases in stock prices while also sharing in the risks associated with potential declines. This approach ultimately aims to enhance their morale and motivation to contribute to improving the Company’s performance and corporate value over the medium to long term. 2. Outline of issuance of 21st series of share acquisition rights (1) Allotment date of share acquisition rights July 31, 2025 (2) Category and number of persons subject to grants Three employees of the Company (3) Number of share acquisition rights 63 (4) Class and number of shares underlying the share acquisition rights Common shares of the Company: 6,300 shares(100 shares per share acquisition right) (5) Amount of payment for share acquisition rights No payment of money shall be required. (6) Amount to be paid upon exercise of share acquisition rights 1 yen per share to be delivered upon exercise of share acquisition rights (7) Exercise period of share acquisition rights From July 1, 2027 to July 27, 2032 (8) Share capital and legal capital surplus to be increased when shares are issued upon exercise of the share acquisition rights (i) The amount by which the stated share capital increases through the issuance of shares upon the exercise of share acquisition rights shall be one -half (1/2) of the upper limit of the increase in the amounts of stated share capital and other items calculated pursuant to the provisions of Article 17, Paragraph 1 of the Company Accounting Ordinance. Any fraction of less than one yen arising from the calculation shall be rounded up. (ii) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of share acquisition rights shall be the upper limit of the increase in the amounts of stated share capital and other items described in (i) above, less the increase in the amount of stated share capital set out in (i) above.
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―10― (9) Conditions for exercise of share acquisition rights (i) The holder of share acquisition rights may exercise share acquisition rights if net sales stated in an audited statement of income (or a consolidated statement of income if consolidated financial statements are prepared) in an annual securities report submitted by the Company from the fiscal year e nding March 31, 2026 to the fiscal year ending March 31, 2027 satisfy any of the conditions stated in items (a) to (e) below. The maximum percentage of share acquisition rights that the holder may exercise in the number of share acquisition rights allotted to them (“Ratio of Exercisable Rights”) is as specified in items (a) to (e). (a) Net sales exceed 15.0 billion yen. Ratio of Exercisable Rights 50% (b) Net sales exceed 17.5 billion yen. Ratio of Exercisable Rights 60% (c) Net sales exceed 20.0 billion yen. Ratio of Exercisable Rights 70% (d) Net sales exceed 22.5 billion yen. Ratio of Exercisable Rights 80% (e) Net sales exceed 25.0 billion yen. Ratio of Exercisable Rights 100% If the concept of the indicator that needs to be referred to changes significantly due to the application of the International Financial Reporting Standards (IFRS), among other reasons, the Company’s Board of Directors shall separately specify indicators to be referred to within a reasonable range. (ii) The holder of share acquisition rights needs to continue to hold the position of director, auditor, employee, external adviser, or consultant, among other positions, at the Company or affiliates of the Company (affiliates set out in the Ordinance on the Terminology, Forms, and Preparation Methods of Financial Statements, Etc.) until exercise of share acquisition rights. Provided, however, this provision shall not apply to holders who have retired due to expiration of their terms of office, or holders w ho have retired upon reaching the mandatory retirement age or for other legitimate reasons that the Board of Directors may deem appropriate. (iii) No heir of share acquisition rights shall be permitted to exercise the share acquisition rights. (iv) If the total number of issued shares of the Company exceeds the total number of shares issuable at such time upon exercise of the share acquisition rights, such exercise of the share acquisition rights shall not be permitted. (v) Any fraction less than one unit of the share acquisition rights may not be exercised. 3. Outline of issuance of 22nd series of share acquisition rights (1) Allotment date of share acquisition rights July 31, 2025 (2) Category and number of persons subject to grants Three employees of the Company (3) Number of share acquisition rights 27 (4) Class and number of shares underlying the share acquisition rights Common shares of the Company: 2,700 shares (100 shares per share acquisition right) (5) Amount of payment for share acquisition rights No payment of money shall be required. (6) Amount to be paid upon exercise of share acquisition rights 1 yen per share to be delivered upon exercise of share acquisition rights (7) Exercise period of share acquisition rights From July 1, 2027 to July 27, 2032
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―11― (8) Share capital and legal capital surplus to be increased when shares are issued upon exercise of the share acquisition rights. (i) The amount by which the stated share capital increases through the issuance of shares upon the exercise of share acquisition rights shall be one -half (1/2) of the upper limit of the increase in the amounts of stated share capital and other items calculated pursuant to the provisions of Article 17, Paragraph 1 of the Company Accounting Ordinance. Any fraction of less than one yen arising from the calculation shall be rounded up. (ii) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of share acquisition rights shall be the upper limit of the increase in the amounts of stated share capital and other items described in (i) above, less the increase in the amount of stated share capital set out in (i) above. (9) Conditions for exercise of share acquisition rights (i) The holder of share acquisition rights may exercise share acquisition rights if adjusted EBITDA at the Company satisfies any of the conditions stated in items (a) to (e) below in any fiscal year from the fiscal year ending March 31, 2026 to the fiscal year ending March 31, 2027. The maximum percentage of share acquisition rights that the holder may exercise in the number of share acquisition rights alloyed to them (“Ratio of Exercise Rights”) is as specified in items (a) to (e). (a) Adjusted EBITDA exceeds 3.0 billion yen. Ratio of Exercisable Rights 50% (b) Adjusted EBITDA exceeds 3.5 billion yen. Ratio of Exercisable Rights 60% (c) Adjusted EBITDA exceeds 4.0 billion yen. Ratio of Exercisable Rights 70% (d) Adjusted EBITDA exceeds 4.5 billion yen. Ratio of Exercisable Rights 80% (e) Adjusted EBITDA exceeds 5.0 billion yen. Ratio of Exercisable Rights 100% The adjusted EBITDA shall be determined by adding operating profit stated in an audited statement of income (or a consolidated statement of income if consolidated financial statements are prepared) to depreciation, amortization of goodwill, share -based payment expenses, and share of loss (profit) of entities accounted for using the equity method stated in a statement of cash flows (or a consolidated statement of cash flows if consolidated financial statements are prepared) in an annual securities report su bmitted by the Company. If the concepts of the figures that need to be referred to change significantly due to the application of the International Financial Reporting Standards (IFRS), among other reasons, the Company’s Board of Directors shall separately specify indicators to be referred to within a reasonable range. (ii) The holder of share acquisition rights needs to continue to hold the position of director, auditor, employee, external adviser, or consultant, among other positions, at the Company or affiliates of the Company (affiliates set out in the Ordinance on the Terminology, Forms, and Preparation Methods of Financial Statements, Etc.) until exercise of share acquisition rights. Provided, however, this provision shall not apply to holders who have retired due to expiration of their terms of office, or holders w ho have retired upon reaching the mandatory retirement age or for other legitimate reasons that the Board of Directors may deem appropriate. (iii) No heir of share acquisition rights shall be permitted to exercise the share acquisition rights. (iv) If the total number of issued shares of the Company exceeds the total number of shares issuable at such time upon exercise of the share acquisition rights, such exercise of the share acquisition rights shall not be permitted. (v) Any fraction less than one unit of the share acquisition rights may not be exercised.
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―12― 4. Outline of issuance of 23rd series of share acquisition rights (1) Allotment date of share acquisition rights July 31, 2025 (2) Category and number of persons subject to grants An external advisor (3) Number of share acquisition rights 34 (4) Class and number of shares underlying the share acquisition rights Common shares of the Company: 3,400 shares (100 shares per share acquisition right) (5) Amount of payment for share acquisition rights No payment of money shall be required. (6) Amount to be paid upon exercise of share acquisition rights 1 yen per share to be delivered upon exercise of share acquisition rights (7) Exercise period of share acquisition rights From August 1, 2027 to July 27, 2032 (8) Share capital and legal capital surplus to be increased when shares are issued upon exercise of the share acquisition rights (i) The amount by which the stated share capital increases through the issuance of shares upon the exercise of share acquisition rights shall be one -half (1/2) of the upper limit of the increase in the amounts of stated share capital and other items calculate d pursuant to the provisions of Article 17, Paragraph 1 of the Company Accounting Ordinance. Any fraction of less than one yen arising from the calculation shall be rounded up. (ii) The amount by which the legal capital surplus increases through the issuance of shares upon the exercise of share acquisition rights shall be the upper limit of the increase in the amounts of stated share capital and other items described in (i) above, less the increase in the amount of stated share capital set out in (i) above. (9) Conditions for exercise of share acquisition rights (i) The maximum number of share acquisition rights that the holder of share acquisition rights may exercise shall be calculated by taking the number of months during which he/she will perform advisory work from August 2025 to July 2027 under the Advisory Agre ement, and dividing the number by 24. This result will then be multiplied by the total number of share acquisition rights the holder possesses. If the Advisory Agreement is terminated at any point during a month, the month shall be considered the final month of the agreement, and the calculation of the number of months will reflect this assumption. The number of share acquisition rights that the holder may exercise shall be rounded up to the nearest integer. (ii) No heir of share acquisition rights shall be permitted to exercise the share acquisition rights. (iii) If the total number of issued shares of the Company exceeds the total number of shares issuable at such time upon exercise of the share acquisition rights, such exercise of the share acquisition rights shall not be permitted. (iv) Any fraction less than one unit of the share acquisition rights may not be exercised. (Change in business segments) At a Board of Directors meeting held on July 16, 2025, the Company resolved to change the Company’s reportable segments starting from the second quarter of the fiscal year ending March 31, 2026. The objective of this change is to promote the Company’s mission-oriented Professional Tech services and to provide clearer information about CloudSign, a growth business. In particular, Business Lawyers and Hanreihisho, which are included in the IT/ Solutions business, will be transferred to the Media business, the name of which will be changed to the Professional Support business. CloudSign, a contract management platform, will be reclassified as the CloudSign business. As a result, the Group’s reportable segments have changed to the Professional Support business and the CloudSign business from the Media business and the IT/Solutions business. The following is information about net sales and profits for the new reportable segments during the first quarter under review.
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―13― Three months ended June 30, 2025 (April 1, 2025 to June 30, 2025) Information on net sales and profit (loss) by reportable segment (Thousand yen) Reportable segments Adjustment (Note 1) Amount posted in the quarterly statement of income (Note 2) Professional Support business CloudSign business Total Net sales Net sales to external customers 1,779,727 2,022,369 3,802,096 ‒ 3,802,096 Inter-segment sales or transfers ‒ ‒ ‒ ‒ ‒ Total 1,779,727 2,022,369 3,802,096 ‒ 3,802,096 Segment profit 463,351 651,044 1,114,395 -603,953 510,441 (Notes) 1. The adjustment for segment profit of negative 603,953 thousand yen includes corporate expenses that are not previously allocated to the reportable segments. Corporate expenses consist primarily of general and administrative expenses that are not attributable to the reporting segments. 2. Segment profit is adjusted to be consistent with the operating profit reported in the quarterly consolidated statement of income.