July 19, 2024
For Immediate Release:
MTI Ltd.
Representative: Toshihiro Maeta,
President and Chief Executive Officer
Listing: TSE Prime [9438]
Contact: Hiroshi Matsumoto,
Senior Managing Director
Tel: +81-3-5333-6323

Notice Concerning Absorption-Type Merger (Simplified/Short-Form Merger)
of Wholly Owned Subsidiary and Recording of Non-operating income and Extraordinary
Losses (Individual Financial Statements)
MTI Ltd. (hereinafter the “Company”) announces that a meeting of its Board of Directors held on July 19,
2024 resolved to absorb its wholly owned subsidiary, MGSHD Ltd., SPSHD Ltd., and MT-App Ltd.
(hereinafter “MGSGD”, “SPSHD” and “MT-App”), as of September 1, 2024. Since each merger is a
simplified absorption-type one involving a wholly owned subsidiary, some disclosure items and details havebeen omitted.
Furthermore, we would like to inform you that, in connection with this absorption merger, we expect torecord non-operating income and extraordinary losses in the individual financial statements for the fourth
quarter of the fiscal year ending September 2024 (from July 1, 2024, to September 30, 2024).
I. Absorption Merger of Three Wholly Owned Subsidiaries
1. Purpose of the Merger
MGSHD, SPSHD, and MT-App have been engaged in the business of holding and managing securities,
among other activities. However, from the perspective of management costs, it was decided that the Company’s
operation would be more efficient. Therefore, we have decided to carry out an absorption of the threecompanies into the Company.
2. Summary of the Merger(1) Schedule of the Merger
Resolution of the Board of Directors

July 19, 2024

Merger agreement dateJuly 19, 2024

Merger effective date

September 1, 2024

(MTI and MGSGD, SPSHD, MT-App)(Note) Since each of the mergers is a short-form one pursuant to Article 796, Paragraph 2 of the Companies Act of Japanfor the Company and is also a short-form one pursuant to Article 784, Paragraph 1 of the Companies Act for the
MGSGD, SPSHD and MT-App, each of the merges will be carried out without the approval of the respective
general meetings of shareholders.

(2) Method of the Merger
Since each of the mergers is an absorption-type merger with the Company as the surviving company,
MGSGD, SPSHD, MT-App will be dissolved.

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(3) Allocation of shares associated with the Merger
Since each of the mergers is a one with a wholly owned subsidiary of the Company, there will be noallotment of shares or money, etc. as a result of it.
(4) Handling of stock acquisition rights and bonds with stock acquisition rights of the dissolving
company in association with the Merger
Not applicable.
3. Summary of companies involved in the Merger
Surviving company by absorption(As of June 30, 2024)
Dissolving company by absorption①(1) Name

MTI Ltd.

MGSHD Ltd.

(2) Address

Tokyo Opera City Tower 3-20-2,

Tokyo Opera City Tower 3-20-2,

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Toshihiro Maeta, CEO

Hiromitsu Minamino, CEOContents business and Healthcare

Business in holding and managing

businesssecurities, among other activities(5) Capital stock

5,261 millions of yen

10 millions of yen(6) Date of

12 August, 1996

14 December, 2016

61,303,000 shares

200 shares(8) Fiscal year

September 30

September 30(9) Major shareholder

Toshihiro Maeta

19.39%and shareholding

KMC, Inc.

16.48%

ratiosUH Partners2, Inc

8.75%

SIL, Inc.

7.11%

UH Partners3, Inc

6.74%

Hikari Tsushin K.K

6.63%(3) Name and title ofrepresentative(4) Nature of businessestablishment(7) Number of issued
shares(As of March 31, 2024)

MTI Ltd,100.0%(10) Financial conditions and operating results for the preceding fiscal year
Fiscal year

September 30, 2023

September 30, 2023

(Consolidated)
Net assets

17,583 millions of yen(68,863) thousands of yen

Total assets

29,155 millions of yen

911,838 thousands of yen

Net assets per share

254.36 yen(344,317.84) yen

Net sales

26,798 millions of yen- thousands of yen

Operating income

298 millions of yen(35) thousands of yen

Ordinary income

458 millions of yen(13,982) thousands of yen

Profit attributable to753 millions of yen(14,052) thousands of yen

13.73 yen

(70,264.86) yen

owners of parent
Net income per share2

Dissolving company by absorption②

Dissolving company by absorption③(1) Name

SPSHD Ltd.

MT-App Ltd.

(2) Address

Tokyo Opera City Tower 3-20-2,

Tokyo Opera City Tower 3-20-2,

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Nishi-Shinjuku, Shinjuku-ku, Tokyo

Hiromitsu Minamino, CEO

Hiromitsu Minamino, CEOBusiness in holding and managing

Business in holding and managing

securities, among other activities

securities, among other activities(5) Capital stock

10 millions of yen

10 millions of yen(6) Date of

14 December, 2016

20 September, 2019

200 shares

200 shares(8) Fiscal year

September 30

September 30(9) Major shareholder

MTI Ltd,(3) Name and title ofrepresentative(4) Nature of businessestablishment(7) Number of issued
shares100.0%

MTI Ltd,100.0%and shareholding
ratios(As of March 31, 2024)(10) Financial conditions and operating results for the preceding fiscal year
Fiscal year

September 30, 2023

September 30, 2023

Net assets(45,968) thousands of yen

913 thousands of yen

Total assets

777,150 thousands of yen

211,763 thousands of yen

Net assets per share(229,840.23) yen

4,565.52 yen

Net sales- thousands of yen- thousands of yen

Operating income(22) thousands of yen(16) thousands of yen

Ordinary income(12,117) thousands of yen(3,113) thousands of yen

Profit attributable to(12,187) thousands of yen(3,183) thousands of yen(60,935.21) yen(15,917.79) yen

owners of parent
Net income per share
4. Status after the Merger
There will be no changes in the name, address, name and title of representative, business description, capitaland book closing period of the Company after each of the mergers.
5. Outlook for the future
Since each of the mergers is one with a wholly owned subsidiary of the Company, the impact on the
consolidated financial results will be minor.
II. Posting of Non-operating income and Extraordinary Losses (Individual Financial Statements)
Associated with the Absorption Merger
1. Overview of Recording Non-operating income and extraordinary losses
As a result of each of the mergers mentioned in section “I” above, we anticipate recording the following nonoperating income and extraordinary losses in the individual financial statements for the fourth quarter of the
fiscal year ending September 2024 (July 1, 2024 – September 30, 2024).

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2. Posting of Non-operating Income
We have been recorded a total of 532 million yen as allowance for doubtful accounts for the three subsidiaries.
Following the each of mergers mentioned in section “I” above, we anticipate recording a reversal of
allowance for doubtful accounts as a non-operating income of 532 million yen.
3. Posting of Extraordinary Loss
By abandoning a total of 144 million yen in loan claims held against the three subsidiaries, we anticipate
recording a loss on debt forgiveness as a special loss of 144 million yen.
4. Impact on Business Performance
The non-operating income and extraordinary losses described in items “2” and “3” above will be eliminatedin the consolidated financial statements. Therefore, there will not affect the full-year consolidated financial
forecast. Based on the future situation, if it is determined that it is necessary to revise the earnings forecast,
we will promptly notify you.
（Reference）
ProfitNet sales

Operating

Ordinary

attributable

Net income

incomeincometo owners

Per shareof parent
Millions of yen

Millions of yen

Millions of yen

Millions of yen

Yen

27,000

1,800

2,250

1,750

31.99

26,798

298

458

753

13.73

Earnings forecast for FY2024(For the fiscal year ending
September 30, 2024)

FY2023 (Actual)(For the fiscal year ended
September 30, 2023)＜Points to consider concerning forecasts
Matters stated in this material concerning results forecasts are based on assessments, assumptions andconvictions derived from information available to the Company at the time when this material is published.
They may differ significantly from actual results due to a variety of factors, including future economic
conditions in Japan and overseas, changes in conditions for business operations in Japan and overseas, or
uncertain factors and potential risks inherent in forecasts. Those risks and uncertain factors include
unpredictable effects on results that may arise from future events.
Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Contact information for inquiries
Investor Relations OfficeE-mail: ir@mti.co.jp URL： https://ir.mti.co.jp/eng/4