Q2 (FY2024) Annual Securities Report(Second Quarter of the 52nd fiscal year)
From July 1, 2023 to September 30, 2023

MIRARTH HOLDINGS, Inc.

1-8-2, Marunouchi, Chiyoda-Ku, Tokyo

Contents

Page
Cover

Part I. Company Information

1

I. Company Overview

1

1 Trends in Major Management Indicators, Etc.

1

2 Businesses

1

II. Business Overview

2

1 Business Risks

2

2 Management's Analysis of Financial Position, Operating Results and Cash Flows2

3 Important Contracts Etc. Related to Management

3III. Information on the Reporting Company
1 Stock Information

44(1)Total Number of Shares, etc.

4(2) Information on the Share Acquisition Rights, Etc.

5

①Details of Stock Option Plan

5

②Other Subscription Rights

8(3 Exercise of Moving Strike Convertible Bonds, Etc.

9(4)Changes in Number of Shares Issued and Capital, Etc.

9(5)Status of Major Shareholders

9(6) Information on Voting Rights

10

2 Officers
IV. Financial Information

10
11

1 Quarterly Consolidated Financial Statements

12(1)Quarterly Consolidated Balance Sheets

12(2)Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income

14

Quarterly Consolidated Statements of Income

14

Quarterly Consolidated Statements of Comprehensive Income15(3)Quarterly Consolidated Statements of Cash Flows
2 OtherPart II. Information Concerning Guarantors of the Reporting Company[Quarterly Review Report]

16
22
23

[Cover][Filing]

Q2 (FY2024) Annual Securities Report[Applicable provision]

Article 24-4-7(1) of the Financial Instruments and Exchange Act[Submitted To]

Director-General of the Kanto Local Finance Bureau[Date of submission]

November 13, 2023

[Quarterly Accounting Period]

2nd quarter for the 52nd Fiscal Period (From July 1, 2023 to September 30, 2023)[Company name]

MIRARTH HOLDINGS, Inc．

[Representative]

Kazuichi Shimada, Representative Director, Group CEO, Group COO and President Executive Officer[Address of head office]1-8-2, Marunouchi, Chiyoda-Ku, Tokyo[Telephone]+81-3-6551-2133[Contact]

Masashi Yamamoto, Director, Group CFO and Managing Executive Officer[Contact address]

1-8-2, Marunouchi, Chiyoda-Ku, Tokyo[Telephone]+81-3-6551-2133[Contact]

Masashi Yamamoto, Director, Group CFO and Managing Executive Officer[Place for public inspection]

Kita-Kanto Branch of MIRARTH HOLDINGS, Inc.
(1-20-1, Takahanacho, Omiya-ku, Saitama-shi, Saitama)
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

Part I. [Company Information]
I. [Company Overview]
1[Trends in Major Management Indicators, Etc.]
51st fiscal year
52nd fiscal year
Second Quarter Consolidated Second Quarter Consolidated
Cumulative period
Cumulative period

Fiscal term

From April 1, 2022 toSeptember 30, 2022

Accounting period

From April 1, 2023 to
September 30, 2023

51st fiscal year

From April 1, 2022 toMarch 31,2023

Net sales(Millions of yen)

73,471

59,179153,472

Ordinary income(Millions of yen)

3,810

1,382

5,033

(Millions of yen)

2,875

87

4,584

Quarterly comprehensive income(Millions of yen)

2,901

279

3,852

Net assets(Millions of yen)

61,14360,29865,142

Total assets(Millions of yen)

251,828

353,882

341,669

(Yen)

26.35

0.79

41.90

(Yen)

26.16

0.79

41.58

(%)

24.0

16.8

18.0

Cash flow from operating activities(Millions of yen)

△11,231△22,115△722

Cash flow from investing activities(Millions of yen)

△8,606△10,251△46,354

Cash flow from financing activities(Millions of yen)

28,792

22,721

61,531(Millions of yen)

41,64837,50347,148

Quarterly (current term) net income
attributable to owners of the parent

Quarterly (current term) net income
per share
Quarterly (current term) net income
per share (fully diluted)
Equity ratio

Cash and cash equivalents at end ofquarter (term end)

Fiscal term

51st fiscal year Second
Quarter Consolidated
Accounting period

52nd fiscal year Second
Quarter Consolidated
Accounting period

Accounting period

From July 1, 2022 toSeptember 30, 2022

From July 1, 2023 to
September 30, 2023

Quarterly net income per share

(Yen)

24.46

2.78

(NOTE)We have prepared our quarterly consolidated financial statements. Therefore, we have not presented any changes in the main management
indicators of the companies to which we submit the report.
2[Businesses]
There have been no material changes to Details of the business conducted by our group (us and our affiliated companies) in 2nd quarter offiscal year under review. There have also been no changes in major affiliated companies.

-1-Ⅱ. [Business Overview]
1[Business Risks]
There have been no significant changes in 2nd quarter of fiscal year under review to the risks of new businesses or the risks of businesses
described in Prior taxable year's Securities Report Statement.
2[Management's Analysis of Financial Position, Operating Results and Cash Flows]
Forward-looking statements in the text are based on judgments made as of the end of the current quarterly consolidated accounting period.
(1)Management's discussion① Results of Operations by Segment
In Real Estate Business, Net sales for this segment was 50,340 Millions of yen (down 24.2% from the same quarter of the previous year)
due to new condominiums, liquidation, new detached house, renewal and resale, real estate rental, real estate management, and real estate
Other.
In Energy Business, Net sales of this business was 5,682 Millions of yen (up 13.1% from the same quarter of the previous fiscal year) due
to the revenue from electricity sale of power generation facilities.
In Asset Management Business, Net sales was 276 Millions of yen (down 56.7% from the same quarter of the previous fiscal year) due tomanagement fees and other factors.
In Other Businesses, Net sales of this business was 2,879 Millions of yen (up 104.0% from the same quarter of the previous fiscal year)
due to construction contracting and other factors.
Consequently, 2nd quarter of fiscal year under review's results of operations are as follows: Net sales 59,179 Millions of yen (down
19.5% from the same quarter of the previous fiscal year), Operating income 2,370 Millions of yen (down 45.2% from the same quarter ofthe previous fiscal year), Ordinary income 1,382 Millions of yen (down 63.7% from the same quarter of the previous fiscal year), and Net
income attributable to owners of parent 87 Millions of yen (down 97.0% from the same quarter of the previous fiscal year).
② Progress of contract execution
Regarding 2nd quarter of fiscal year under review sales Actual, 2,022 units were contracted for Units 2,200 units scheduled to bedelivered to Full year, and the progress rate is 91.9%.
(Contract status for new built-for-sale condominiums)

Units scheduled for delivery

Number of contracted units
scheduled for delivery

Units under contract
Contract progress ratio (%)

From April to
SeptemberPrevious period

1,780

1,676

94.2

1,166

Current period

2,200

2,022

91.9

975

(2)Explanation of Financial Position
Assets, Liabilities and Net Assets
Assets, Liabilities and Net Assets at the end of Current 2nd Quarter Consolidated Accounting Period, Total assets was increased by
12,212 Millions of yen 353,882 Millions of yen to End of Previous Consolidated Accounting Period as a result of steady purchases of Assets
for business use and other factors.
(Current Assets)
Thanks to steady purchases of business Assets and other factors, Current assets increased by 16,426 Millions of yen to 205,155 Millionsof yen compared to End of Previous Consolidated Accounting Period.
(Fixed Assets)
Despite the steady purchase of Assets for business use, fixed assets decreased by 4,203 Millions of yen compared to 148,680 Millions of
yen and End of Previous Consolidated Accounting Period mainly due to the transfer to Real estate for sale.

-2-

(Current Liabilities)
Current liabilities increased by 17,488 Millions of yen, compared to 179,646 Millions of yen to End of Previous Consolidated
Accounting Period due to the increase in Short-term borrowings and the transfer of short-and long-term Category.
(Fixed Liabilities)
Fixed liabilities decreased by 431 Millions of yen from 113,937 Millions of yen to End of Previous Consolidated Accounting Period
mainly due to the transfer of short-and long-term Category of borrowings.
(Net Assets)
Total of Net assets has decreased by 4,844 Millions of yen compared to 60,298 Millions of yen and End of Previous Consolidated
Accounting Period due to factors such as the reduction of Non-controlling interest due to the acquisition of fractional Investment units of
Dividend of surplus and Takara Leben Infrastructure Fund Inc.
(3)Cash Flow
Cash and cash equivalents (hereinafter referred to as "cash") in Current 2nd Quarter Consolidated Cumulative period decreased by 9,644
Millions of yen to 37,503 Millions of yen compared to the end of Previous Consolidated Accounting Period.
The cash-flow status of Current 2nd Quarter Consolidated Cumulative period and its factors are as follows.
(Cash flows from operating activities)
The decrease in funds from operating activities was 22,115 million yen (a decrease of 11,231 million yen in the same quarter last year).
This was mainly due to an increase in inventories and a decrease in notes and accounts payable-trade.
(Cash flows from investing activities)
The decrease in funds from investment activities was 10,251 million yen (a decrease of 8,606 million yen in the same quarter last year).
This was mainly due to the acquisition of Property, plant and equipment.
(Cash flows from financing activities)
The increase in funds from financing activities was 22,721 million yen (an increase of 28,792 million yen in the same quarter last year).
This was mainly due to an increase in borrowings.
(4) Business and financial issues to be addressed with priority
There have been no material changes to the business and financial issues that our Current 2nd Quarter Consolidated Cumulative period
should prioritize.
(5) Research and Development Activities
Not applicable.
(6)Major factors affecting performance
Our Group's mainstay real estate sales business tends to be influenced by buyer sentiment and supplier supply trends. Purchaser
confidence is affected by factors such as economic trends, interest rate trends, housing tax, consumption tax, and land price trends. In
addition, supplier supply trends are susceptible to changes in the outsourcing prices of Land suppliers, general contractors and othersubcontractors, the failure of subcontractors, and financial trends. Therefore, any changes in these trends could have a material impact on
operating results.

3[Important Contracts Etc. Related to Management]
Current 2nd Quarter Consolidated Accounting Period has no significant management contracts, etc. to be determined or concluded.

-3-

Ⅲ. [Information on the Reporting Company]
1[Status Information](1)[Total Number of Shares, Etc.]①[Total number of shares]
Type

Number of authorized shares (shares)

Common stock

248,000,000
Total

248,000,000②[Issued shares]

Type

Number of shares issued as of the
Number of shares issued as of theend of the second quarter
Stock exchange on which
filing date (shares)(Shares)the company is listed(November 13, 2023)(As of September 30, 2023)

Details

The number of shares constituting
Commonstock

121,000,000

121,000,000

Tokyo Stock Exchange

1 unit is 100 shares, which is thePrime market

standard for us with no limitationon the content of rights.

Total

121,000,000

121,000,000

-4-

-

-

(2)[Information on the Share Acquisition Rights, Etc.]①[Details of the Stock Option Plan]
11th Subscription rights to shares (Class A Subscription rights to shares)
Resolution Date

July 3, 2023
Our Director 2

Category and number of grantees (persons)Subsidiary Director 6
Subsidiary Executive Officers 9

Number of Subscription rights to shares (units.)*

2,899

Class of shares, Details and numbers (Shares) that are the objectives ofCommon stock 289,900 (NOTE)1

Subscription rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *100(NOTE) 2

Strike term of Subscription rights to shares *From August 2, 2023 to August 1, 2063

Issue price of shares issued upon exercise of Subscription rights to

Issue price 48,200

shares and amount capitalized (Yen) *Capital allocation 24,100 (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be

Matters concerning transfer of Subscription rights to shares *approved by the Board of Directors.

Issues related to the issuance of Subscription rights to shares associatedwith reorganization activities*(NOTE)5※ Details at the time of issuance (August 1, 2023) of Subscription rights to shares is indicated.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription
rights to shares (hereinafter referred to as "granted shares") shall be 100 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, thenumber of granted shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from theadjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without
contribution, others in the event the number of granted shares needs to be adjusted in accordance with these provisions, the number ofgranted shares shall be appropriately adjusted to the extent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares that are
not exercised at that time as the object of Subscription rights to shares.
2. The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 yen per Shares of shares that can bedelivered upon the exercise of Subscription rights to shares and shall be the amount obtained by multiplying this amount by the total numberof granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shallbe 1-half of the amount of the limit of increase in Capital stock, Etc., calculated in accordance with the provisions of Article 17-1 of theCompany Accounting Rules, and any fraction less than 1 yen resulting from the calculation shall be rounded up.
②The amount of additional paid-in capital to be increased in the event of the issuance of shares upon the exercise of Subscription rights toshares shall be the amount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the
maximum amount of increase in Capital stock as set forth in paragraph ① above.
4.① Subscription rights to shares holder shall be entitled to exercise all Subscription rights to shares allocated to such Subscription rights toshares holder after the date of issuance of Subscription rights to shares.
②Notwithstanding the provisions of paragraph ①above, in the event the Subject Person to whom Subscription rights to shares has been
allocated falls under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event any of the directors and executive officers status of our Group is lost due to resignation or retirement voluntarily(excluding retirement due to expiration of term of office, resignation or retirement due to the convenience of our Group (and ourSubsidiaries and associates; the same shall apply hereinafter) to Within 1 year from the date of Subscription rights to shares allotment;-5-

4. In the event that any of Directors and Executive Officers status of our group is lost due to Ordinary General Meeting of
Shareholders resolution or dismissal or disciplinary action by Board of Directors resolution of our group, or that it is reasonably
accepted that it is not appropriate to have our Board of Directors exercise Subscription rights to shares
5. When the Subject Person requests to waive his/her rights③In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as
the "heir") shall be entitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however,that a person who is deemed to have committed a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later
than the last day of the exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5. In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, anincorporation-type demerger (limited to the case where each of us becomes a split company), or a share exchange (limited to the casewhere each of us becomes a wholly-owned subsidiary) (hereinafter collectively referred to as "organizational restructuring"), the effective
date of the merger (the date of incorporation of the Kabushiki-Kaisha which is incorporated by the consolidation with regard to theconsolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of the parent corporation which isincorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafter referred
to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafterreferred to as the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, therights to subscribe for new shares shall be delivered in accordance with the following conditions: In such cases, the remaining
Subscription rights to shares shall be extinguished and Subscription rights to shares of the Restructured Companies shall be newly
delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement,
incorporation-type demerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the
Restructured Company shall be delivered in accordance with the following terms:①Number of Subscription rights to shares of Reorganized Companies to be delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
②Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number ofrestructured company Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined inaccordance with 1 above after taking into consideration the terms of the restructuring and other factors.
③Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amountobtained by multiplying the post-realignment exercise price stipulated below by the number of shares subject to the respective
Subscription rights to shares. The post-reorganization exercise price shall be 1 yen per Shares of shares of the Company Subject toReorganization which may be granted by exercising Subscription rights to shares to be granted.
④Matters pertaining to obtaining Subscription rights to shares
In the event that an absorption-type merger agreement, consolidation-type merger agreement, absorption-type demerger
agreement, incorporation-type demerger plan, or share exchange agreement or share transfer plan in which we become a wholly
owned subsidiary is approved at our general meeting of shareholders (or our board of directors meeting in the event that approvalof the general meeting of shareholders is not required), Subscription rights to shares that has not been exercised as of the same date
may be acquired without charge as of the date separately determined by our board of directors.
⑤Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured
Company.
⑥Matters concerning Capital stock and capital reserve to be increased in cases where shares are issued upon the exercise of
Subscription rights to shares
Determine in accordance with 3 above.

-6-

12th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

July 3, 2023
Our Director 2

Category and number of grantees (persons)Subsidiary Director 6
Subsidiary Executive Officers 9

Number of Subscription rights to shares (units)*

1,767

Class of shares, Details and numbers (Shares) that are the objectives ofCommon stock 176,700 (NOTE)1

Subscription rights to shares *Payment amount at exercise of Subscription rights to shares (Yen) *100(NOTE) 2

Strike term of Subscription rights to shares *From August 2, 2023 to August 1, 2063

Issue price of shares issued upon exercise of Subscription rights to

Issue price 32,100

shares and amount capitalized (Yen) *Capital allocation 16,050 (NOTE)3

Terms of Exercise of Subscription rights to shares *(NOTE)4
Acquisition of Subscription rights to shares by assignment shall be

Matters concerning transfer of Subscription rights to shares *approved by the Board of Directors.

Issues related to the issuance of Subscription rights to shares associatedwith reorganization activities*(NOTE)5※ Details at the time of issuance (August 1, 2023) of Subscription rights to shares is indicated.
(NOTE)1. Subscription rights to shares shall have the target Class of shares as our Common stock and the target number of shares per Subscription
rights to shares (hereinafter referred to as "granted shares") shall be 100 Shares.
In the event we effect a share split or reverse share split of our Common stock after the allotment date of Subscription rights to shares, thenumber of granted shares shall be adjusted according to the following formula, and fractions less than 1 Shares resulting from theadjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split or reverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment of shares without
contribution, others in the event the number of granted shares needs to be adjusted in accordance with these provisions, the number ofgranted shares shall be appropriately adjusted to the extent reasonable.
Provided, however, that adjustments in this paragraph shall be made only for the number of shares of Subscription rights to shares thatare not exercised at that time as the object of Subscription rights to shares.
2. The value of the assets to be contributed upon the exercise of Subscription rights to shares shall be 1 yen per Shares of shares that can bedelivered upon the exercise of Subscription rights to shares and shall be the amount obtained by multiplying this amount by the total numberof granted shares.
3.① The amount of Capital stock to be increased in the event of the issuance of shares upon the exercise of Subscription rights to shares shallbe 1-half of the amount of the limit of increase in Capital stock, Etc., calculated in accordance with the provisions of Article 17-1 of theCompany Accounting Rules, and any fraction less than 1 yen resulting from the calculation shall be rounded up.
②The amount of additional paid-in capital to be increased in the event of the issuance of shares upon the exercise of Subscription rights toshares shall be the amount obtained by subtracting the amount of Capital stock to be increased as set forth in paragraph ① above from the
maximum amount of increase in Capital stock as set forth in paragraph ① above.
4.① Subscription rights to shares Person may exercise Subscription rights to shares allocated to the relevant Subscription rights to shares
Person on or after the day following the date on which the said Person lost the position of both directors and executive officers of our group(which means us and its subsidiaries and affiliates; the same shall apply hereinafter).
②Notwithstanding the provisions of paragraph ① above, in the event the Subject Person to whom Subscription rights to shares has been
allocated falls under any of the following items, the Subject Person shall not be entitled to exercise his/her rights:
1. Failure to Exercise Rights during the Exercise Period
2. In the event of disciplinary punishment not less than suspension from work
3. In the event that any of the positions of directors and executive officers of our group are lost due to retirement due to their own
discretion within 1 year from the date of Subscription rights to shares allocation, Etc. (excluding retirement due to expiration of term ofoffice, retirement or retirement due to the convenience of our group)
4. In the event that any of the positions of directors or executive officers of our group is lost by resolution of the shareholders of our groupor by dismissal or disciplinary action upon resolution of the board of directors, or that it is reasonably accepted that it is not appropriate-7-

to have our board of directors exercise their Subscription rights to shares
5. When the Subject Person requests to waive his/her rights③In the event of the death of Subscription rights to shares, only 1 of the heirs to Subscription rights to shares (hereinafter referred to as the"heir") shall be entitled to exercise Subscription rights to shares in accordance with the terms set forth below. Provided, however, that aperson who is deemed to have committed a serious crime among penal code offenses may not be an heir.
1. If an heir dies, his/her heir may not inherit the rights to subscribe for new shares.
2. Successors must complete our prescribed inheritance procedure within 10 months of the commencement of inheritance and no later thanthe last day of the exercise period.
3. Successors may exercise their share warrants only within 2 months of the completion of our prescribed inheritance procedure.
5. In the event of a merger (limited to the case where the merger is extinguished), an absorption-type demerger, anincorporation-type demerger (limited to the case where each of us becomes a split company), or a share exchange (limited to the casewhere each of us becomes a wholly-owned subsidiary) (hereinafter collectively referred to as "organizational restructuring"), the effective
date of the merger (the date of incorporation of the Kabushiki-Kaisha which is incorporated by the consolidation with regard to theconsolidation-type merger, the date of the absorption-type demerger, and the date of incorporation of the parent corporation which isincorporated by share transfer with regard to the share transfer With respect to the rights to subscribe for new shares (hereinafter referred
to as the "remaining rights to subscribe for new shares") which exist immediately before the rights to subscribe for new shares (hereinafterreferred to as the "restructured company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, therights to subscribe for new shares shall be delivered in accordance with the following conditions: In such cases, the remaining
Subscription rights to shares shall be extinguished and Subscription rights to shares of the Restructured Companies shall be newly
delivered.
Provided, however, that this provision shall be limited to the cases where a merger agreement, absorption-type demerger agreement,
incorporation-type demerger plan, share exchange agreement or share transfer plan stipulates that Subscription rights to shares of the
Restructured Company shall be delivered in accordance with the following terms:①Number of Subscription rights to shares of Reorganized Companies to be delivered
Subscription rights to shares shall deliver the same number as the remaining number of Subscription rights to shares held by it.
②Class of shares and numbers of restructured companies subject to Subscription rights to sharesClass of shares subject to Subscription rights to shares shall be the restructured company Common stock, and the number ofrestructured company Common stock to be delivered upon the exercise of Subscription rights to shares shall be determined inaccordance with 1 above after taking into consideration the terms of the restructuring and other factors.
③Value of Property Contributed upon Exercise of Subscription rights to shares
The value of the assets to be contributed upon the exercise of Subscription rights to shares to be delivered shall be the amountobtained by multiplying the post-realignment exercise price stipulated below by the number of shares subject to the respective
Subscription rights to shares. The post-reorganization exercise price shall be 1 yen per Shares of shares of the Company Subject toReorganization which may be granted by exercising Subscription rights to shares to be granted.
④Matters pertaining to obtaining Subscription rights to shares
In the event that an absorption-type merger agreement, consolidation-type merger agreement, absorption-type demerger
agreement, incorporation-type demerger plan, or share exchange agreement or share transfer plan in which we become a wholly
owned subsidiary is approved at our general meeting of shareholders (or our board of directors meeting in the event that approval of
the general meeting of shareholders is not required), Subscription rights to shares that has not been exercised as of the same date may
be acquired without charge as of the date separately determined by our board of directors.
⑤Restrictions on Transfer of Subscription rights to shares
Acquisition of Subscription rights to shares by transfer shall be subject to the approval of the Board of Directors of the Restructured
Company⑥Matters concerning Capital stock and capital reserve to be increased in cases where shares are issued upon the exercise of
Subscription rights to shares
Determine in accordance with 3 above.
②[Other Subscription Rights]
Not applicable.

-8-(3)[Exercise of Moving Strike Convertible Bonds, Etc.]
Not applicable.
(4)[Changes in Number of Shares Issued and Capital, Etc.]
Change in the total Total number of Change in capital Balance of capital
number of issued shares outstanding
stock
stock
shares (shares)(shares)(Millions of yen) (Millions of yen)

Date

July 1, 2023--

September 30, 2023

121,000,000-

Change in legal
capital surplus(Millions of yen)

Balance of legal
capital surplus(Millions of yen)

-

4,817

4,819

(5)[Status of Major Shareholders]
As of September 30, 2023

Shares held
(thousands ofShares)Percentage of thenumber of shares held
to the total number ofissued shares(excluding Treasury
stock) (%)

2-12-4, Nagatacho, Chiyoda-ku, Tokyo

25,63323.32

2-11-3, Hamamatsu-cho, Minato-ku, Tokyo

11,992

10.91

Morgan Stanley MUFG Securities, Co., Ltd.

1-9-7, Otemachi, Chiyoda-ku, Tokyo

4,593

4.18

Custody Bank of Japan, Ltd. (Trust Account)

1-8-12, Harumi, Chuo-ku, Tokyo

3,334

3.03

Murayama Kikaku Co., Ltd.

4-33-10, Narumasu, Itabashi-ku Tokyo

2,000

1.82

RUDEN HOLDINGS Co., Ltd.

20-1, Sakuragaoka-cho, Shibuya-ku, Tokyo

1,820

1.66

1,707

1.55

1-8-2, Marunouchi, Chiyoda-ku, Tokyo

1,481

1.35

1-1-2, Marunouchi, Chiyoda-ku, Tokyo

1,184

1.08

1,123

1.02

54,869

49.92

Name

General Incorporated Association Murayama
Asset Management
The Master Trust Bank of Japan, Ltd. (Trustaccount)

Address

NORTHERN TRUST CO. (AVFC) RE
FIDELITY FUNDS

50 BANK STREET CANARY WHARF(Standing proxy: The Hong Kong and Shanghai

LONDON E14 5NT, UK

Banking Corporation Limited, Tokyo Branch(3-11-1, Nihonbashi, Chuo-ku, Tokyo)

Custody Services Department)
MIRARTH Holdings Business Partner
Shareholding Association
Sumitomo Mitsui Banking Corporation
SSBTC CLIENT OMNIBUS ACCOUNT(Standing proxy: The Hong Kong and Shanghai
Banking Corporation Limited, Tokyo Branch
Custody Services Department)

ONE CONGRESS STREET, SUITE 1, BOSTON,MASSACHUSETTS(3-11-1, Nihonbashi, Chuo-ku, Tokyo)

Total

-

(NOTE)1. Of the shares held by The Master Trust Bank of Japan, Ltd. (trust account), the number of shares related to trust business is 11,992,000
Shares.
2. Of the shares held by Custody Bank of Japan, Ltd. (trust account), the number of shares related to trust business is 3,334,000 Shares.

-9-

(6)[Information on Voting Rights]①[Issued shares]
As of September 30, 2023
Category

Number of voting rights(units)Number of shares (shares)

Details

Shares without voting rights

-

-

-

Shares with limited voting rights(including treasury shares)

-

-

-

Shares with restricted voting rights(other than the above)

-

-

-

Shares with full voting rights(including treasury shares)

CommonShares with full voting rights (otherthan the above)

Common

stock

stock
CommonShares less than 1 unit

stock

Number of issued shares

The number of shares constituting 1 unit
is 100 shares, which is the standard for us
with no limitation on the content ofrights.

11,091,700

109,840,300

1,098,403

68,000-Shares less than 1 unit (100 shares)

121,000,000

-

-

-

1,098,403-

Voting rights of all shareholders

Same as above(NOTE) The column "Shares with full voting rights (other than the above)" includes 1,600 Shares held in the name of the Japan Securities
Depository Center, Inc.. In addition, the "Number of voting rights" column includes 16 voting rights of shares with full voting rights held
under the name of Japan Securities Depository Center, Inc.
②[Treasury stock, etc.]
As of September 30, 2023
Name of shareholder

MIRARTH Holdings,
Inc.
Total

Address of shareholder
1-8-2, Marunouchi,
Chiyoda-ku, Tokyo-

Number of shares held Number of shares held
Total number ofunder theunder othershares held
shareholder’s name shareholders’ names(shares)(shares)(shares)

Ratio of shares held tototal number of sharesissued (%)

11,091,700-

11,091,700

9.17

11,091,700-

11,091,700

9.17

2[officers]
Not applicable.

- 10 -

Ⅳ. [Financial Information]
1. Method of Preparation of Quarterly Consolidated Financial Statements
Our quarterly consolidated financial statements have been prepared in accordance with "Regulations Concerning Terminology, Forms andPreparation Methods of Quarterly Consolidated Financial Statements" (Cabinet Office No. 64, 2007).
2. Audit Certification
Pursuant to the provisions of Article 193-2-1 of the Financial Instruments and Exchange Act, the quarterly consolidated financial statements of theSecond Quarter Consolidated Accounting period (from July 1, 2023 to September 30, 2023) and Second Quarter Consolidated Cumulative Period(from April 1, 2023 to September 30, 2023) were reviewed by Grant Thornton Taiyo LLC. on a quarterly basis.

- 11 -

1[Quarterly Consolidated Financial Statements](1)[Quarterly Consolidated Balance Sheets](Millions of yen)
End of Previous Consolidated
Accounting Period(As of March 31,2023)
AssetsCurrent assets
Cash and deposits
Notes, accounts receivable-trade and contract assets
Real estate for sale
Power generation facilities for sale
Real estate for sale in progress
Costs incurred on uncompleted contracts
Other
Allowance for doubtful accounts

Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2023)

47,872
3,477※1 34,147※1 3,375※1 82,713
0※1 17,415

Total current assets
Fixed assets
Property, plant and equipment
Buildings and structures (net)
Machinery, equipment and vehicles, net
Land
Other (net)Total property, plant and equipment
Intangible assets
Goodwill
Other
Total intangible assets

38,2553,982※1 32,160※1 2,998※1 107,928
11
20,093△275△275

188,728

205,155※1 28,879※1 27,885※1 48,705※1 49,636※1 41,394※1 37,104※1 6,382※1 6,595

125,362

121,2223,918※1 4,457

3,610
4,841

8,376

8,452

Investments and other assets
Other
Allowance for doubtful accounts※1 19,148※1 19,006△2△1

Total investments and other assets

19,14519,005

152,884

148,680

Total fixed assets
Deferred assets
Total assets
Liabilities
Current liabilities
Notes and accounts payable-trade
Short-term borrowings
Current portion of bonds payable
Current portion of long-term loans payable
Income taxes payable
Allowance
Other
Total current liabilities
Fixed liabilities
Long-term loans payable
Bonds payable
Allowance
Liabilities related to retirement benefits
Other
Total Fixed liabilities
Total liabilities- 12 -

56

46

341,669

353,882

16,342
92,069190
25,997
4,318
1,250
21,987

7,561
107,872140
35,454
3,641
1,337
23,638

162,157

179,646

104,828
4,015
135
1,100
4,290

104,149
4,220
85
1,204
4,278

114,369

113,937

276,527

293,584

(Millions of yen)
End of Previous Consolidated
Accounting Period(As of March 31,2023)
Net assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock

Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2023)

4,819
4,820
55,971

4,819
4,574
54,081△4,174△4,13761,43659,339

Accumulated other comprehensive income
Net unrealized gains on available-for-sale securities
Foreign currency translation adjustments
Remeasurements of defined benefit plans

△71
3
8

54
12
8

Total accumulated other comprehensive income

Total shareholders' equity

△59

75

Subscription rights to shares
Non-controlling interest

220
3,544

368
515

Total net assets

65,14260,298341,669

353,882

Total liabilities and net assets- 13 -

(2)[Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income][Quarterly Consolidated Statements of Income][Second Quarter Consolidated Cumulative Period](Millions of yen)Previous 2nd Quarter
Current 2nd Quarter
Consolidated Cumulative period Consolidated Cumulative period(From April 1, 2022 to(From April 1, 2023 to
September 30, 2022)
September 30, 2023)
73,471
59,17958,32845,391

Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Commission received
Income from insurance claim
Gain from equity method investment
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Miscellaneous expenses
Total non-operating expenses

15,143

13,787※ 10,814※ 11,417

4,328

2,370

11
153
37
16
43
136

23
75
32
220
108
125

399

585

751
166

1,411
161

917

1,573

3,810

1,382

Extraordinary income
Gain on sales of stock of affiliates-

6

Total extraordinary income

-

6

-

408

-

408

3,810

980

-

260

3,810

719

822
57

△488

Ordinary income

Extraordinary loss
Impairment loss
Extraordinary losses Total
Current net income for the quarter before income taxes and minority
interests prior to distribution of gain/loss on silent partnership
Distribution of gain/loss in partnership
Current net income for the quarter before income taxes and minority
interests
Income taxes, inhabitant taxes and business taxes
Income tax adjustments
Total income and other taxes
Quarterly net income
Quarterly net income attributable to non-controlling interests
Quarterly net income attributable to owners of parent- 14 -

1,062

880

574

2,929

145

54

58

2,875

87

[Quarterly Consolidated Statements of Comprehensive Income][Second Quarter Consolidated Cumulative Period](Millions of yen)

Quarterly net income
Other comprehensive income
Net unrealized gains on available-for-sale securities
Foreign currency translation adjustments
Remeasurements of defined benefit plans

Previous 2nd Quarter Consolidated
Current 2nd Quarter Consolidated
Cumulative period
Cumulative period(From April 1, 2022 to September 30, (From April 1, 2023 to September 30,
2022)
2023)
2,929
145

Total other comprehensive income
Quarterly comprehensive income(Comprising)
Quarterly comprehensive income attributable to owners of theparentQuarterly comprehensive income attributable to noncontrolling interests- 15 -

△40
9
2

125
8
0

△28

134

2,901

279

2,846

221

54

58

(3)[Quarterly Consolidated Statements of Cash Flows](Millions of yen)Previous 2nd Quarter Consolidated
Current 2nd Quarter Consolidated
Cumulative period
Cumulative period(From April 1, 2022 to September 30, (From April 1, 2023 to September 30,
2022)
2023)
Cash flow from operating activities
Current quarterly net income for the quarter before income
taxes and minority interests
Depreciation and amortization
Impairment loss
Goodwill depreciation
Increase (decrease) in Allowance (decrease in △)Increase (decrease) in Liabilities related to retirement benefits(decrease in △)Interest income and Dividend income
Charges for stock compensation
Interest expenses
Loss (gain) on sales of shares of subsidiaries and associates(gain on △)Decrease (increase) in notes and accounts receivable-trade(increase in △)Decrease (increase) in inventories (increase in △)Increase (decrease) in notes and accounts payable-trade(decrease in △)Increase (decrease) in advances received (decrease in △)Other
Subtotal

3,810

719

971
164
14

2,612
408
254
35

65

104

△165
327
751

△98
196
1,411

-

△6

△208

△439

△13,603△12,986△4,839△8,623

3,556
424△4,642△8,729△19,047

2,004

Interest and dividend received
Interest expenses paid
Income taxes paid

153

80

△757
△1,897△1,271△1,875

Cash flow from operating activities△11,231△22,115

△14
130

-

△8,283
3△9,580
165

△107
-

△576
38
-

Cash flow from investing activities
Payments into time deposits
Proceeds from withdrawal of time deposits
Purchase of Property, plant and equipment
Proceeds from sale of Property, plant and equipment
Purchase of Intangible assets
Proceeds from sale of investments in subsidiaries
Payments for long-term loans
Purchase of investment securities
Proceeds from sale of investment securities
Other

△200
△86
40

Cash flow from investing activities
Cash flow from financing activities
Net change in Short-term borrowings (decrease in △)Proceeds from long-term debt
Repayment of Long-term loans payable
Proceeds from issuance of common Bonds payable
Payments for redemption of Bonds payable
Repayments of lease obligations
Cash dividends paid
Dividends paid to non-controlling interests
Cash flow from financing activities
Increase (decrease) in cash and cash equivalents (decrease in △)

△89

△323
26

△8,606△10,251

10,53145,45815,052
34,692△25,586150△25,165
300

△78
△18
△1,524
△140

△145
△17
△1,972△22

28,792

22,721

8,954△9,644

Cash and cash equivalents at beginning of term

32,69347,148Period-end balance of cash and cash equivalents※ 41,648※ 37,503- 16 -

[Notes](Notes to Quarterly Consolidated Balance Sheets)※1 Change in holding purpose of Assets
Previous fiscal year (As of March 31, 2023)
Power generation facilities for sale 1,024 Millions of yen was transferred to Machinery and equipment 1,024 Millions of yen in Current
Consolidated Fiscal Year due to a change in the holding purpose from resale to Assets for business use.
In addition, as a result of the change in the holding purpose from development and lease to resale in Current Consolidated Fiscal Year, aportion of the real estate owned was transferred to Buildings and structures 5,107 Millions of yen, Tools, furniture and fixtures 32 Millionsof yen ("Other (net)" by Property, plant and equipment), 8,274 Millions of yen and 2,254 Millions of yen ("Other (net)" by Property, plantand equipment), Land Lease Right 14 Millions of yen ("Land" by Intangible assets), and Software 0 Millions of yen ("Other" by
Construction in progress) to Real estate for sale and Real estate for sale in progress. Certain of Assets were sold in Current Consolidated
Fiscal Year and 6,765 Millions of yen of the 15,308 Millions of yen transferred to Real estate for sale were recorded in Cost of sales.
In addition, as a result of changing the holding purpose of a part of Mega solar generation Facilities to resale, Current Consolidated Fiscal
Year transferred Prepaid expenses 7 Millions of yen ("Other" of Current assets), Machinery and equipment 2,579 Millions of yen, Land 60
Millions of yen, Construction in progress 525 Millions of yen ("Other (net)" of Property, plant and equipment), and long-term Prepaid
expenses 235 Millions of yen ("Other" of Investments and other assets") to Power generation facilities for sale. Certain of Assets were soldin Current Consolidated Fiscal Year and 2,505 Millions of yen of the 3,408 Millions of yen transferred to Power generation facilities for sale
were recorded in Cost of sales.
Current 2nd Quarter Consolidated Accounting Period (As of September 30, 2023)
As a result of the change in the holding objective from resale to Assets for business purposes, a portion of the real estate owned wastransferred to Current 2nd Quarter Consolidated Cumulative period for Power generation facilities for sale 85 Millions of yen to Machineryand equipment 83 Millions of yen and long-term Prepaid expenses 2 Millions of yen ("Other" in Investments and other assets).
In addition, as a result of the change in the holding purpose from development and leasing to resale of a portion of real estate owned,
Current 2nd Quarter Consolidated Cumulative period transferred Buildings and structures 2,903 Millions of yen and Tools, furniture andfixtures 10 Millions of yen ("Other (net)" of Property, plant and equipment), Land 6,428 Millions of yen and Construction in progress 576
Millions of yen ("Other (net)" of Property, plant and equipment") to Real estate for sale and Real estate for sale in progress. Certain of
Assets were sold in Current 2nd Quarter Consolidated Cumulative period and 4,622 Millions of yen of the 9,436 Millions of yen transferred
to Real estate for sale were recorded in Cost of sales.
In addition, a portion of Mega solar generation Facilities was transferred to Power generation facilities for sale in Current 2nd Quarter
Consolidated Cumulative period for Machinery and equipment 29 Millions of yen and long-term prepaid expenses 11 Millions of yen("Other" in Investments and other assets).
2 Contingent liabilities
Guarantees for loans from financial institutions
End of Previous Consolidated
Accounting Period(As of March 31,2023)
Joint and several guarantee obligations to financial
institutions, Etc. until the completion of the registration of
the establishment of mortgages on our group customer
housing loans

15,420Millions of yen

Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2023)
3,907Millions of yen

Minato Vietnam Co., Ltd.

112

572

WISE ESTATE 3 Co., Ltd.

1,615

791

WISE ESTATE 8 Co., Ltd.

246

618

WISE ESTATE 10 Co., Ltd.

237

328

17,632

6,218

Total

- 17 -

3 In order to raise working capital efficiently, we have entered into overdraft and loan commitment contracts with 63 financial institutions (Endof Previous Consolidated Accounting Period 68 companies). The balance of undrawn lines of credit under these agreements is as follows:
End of Previous Consolidated
Accounting Period(As of March 31,2023)
Maximum Overdraft Amount and Total Loan
Commitments
Loan balance
Net amount- 18 -

Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2023)

85,033Millions of yen

96,699Millions of yen

51,10562,63333,92834,065(Related to Quarterly Consolidated Statements of Income)※ Major items and amounts of Selling, general and administrative expenses are as follows.
Previous 2nd Quarter Consolidated
Cumulative period(From April 1, 2022 to September 30,
2022)

Current 2nd Quarter Consolidated
Cumulative period(From April 1, 2023 to September 30,
2023)

Advertising expenses

2,229 Millions of yen

2,366 Millions of yen

Sales commission

354

161

Promotion expenses

970

920

Salary allowance

2,199

2,257

437

499

Bonus Allowance provision
Retirement benefit expenses

90

114

Depreciation and amortization

111

139

Taxes and dues

592

498

(Notes to Quarterly Consolidated Statements of Cash Flows)※ The relationship between the balance of cash and cash equivalents at the end of the quarter and the amount of items listed in the quarterly
consolidated balance sheets is as follows.
Previous 2nd Quarter Consolidated
Cumulative period(From April 1, 2022 to September 30,
2022)
Cash and deposits account42,316 Millions of yen

Time deposits falling due in more than three

Current 2nd Quarter Consolidated
Cumulative period(From April 1, 2023 to September 30,
2023)
38,255 Millions of yen△20-

Deposits received from customers

△647

△751

Cash and cash equivalents

41,64837,503months- 19 -

(Shareholders' Equity)
I Previous 2nd Quarter Consolidated Cumulative period (From April 1, 2022 to September 30, 2022)
1. Matters concerning dividends(1) Dividends paid
(Resolution)

Class of shares

Total dividends

1 Shares Per share(Millions of yen)

Dividends (Yen)Record Date

Effective date

March 31, 2022

June 27, 2022

Source ofdividends

June 24, 2022
AnnualShareholders'Common stock

1,526

14

Retained earnings

Meeting(2) Dividends for which Record Date belongs to Current 2nd Quarter Consolidated Cumulative period for which Effective date ofdividends is after the end of Current 2nd Quarter Consolidated Accounting Period(Resolution)
October 31, 2022
Board of Directors

Class of shares

Common stock

Total dividends

Per share(Millions of yen)

dividends (Yen)437

4Record Date

Effective date

September 30, 2022

December 6, 2022

Source ofdividends
Retained earnings

2. Significant changes in the amount of Shareholders' equity
Not applicable.
II Current 2nd Quarter Consolidated Cumulative period (from April 1, 2023 to September 30, 2023)
1. Matters concerning dividends(1) Dividends paid
(Resolution)

Class of shares

Total dividends

Per share(Millions of yen)

Dividends (Yen)Record Date

Effective date

March 31,2023

June 26,2023

Source ofdividends

June 23, 2023
Annual Shareholders' Common stock

1,976

18

Retained earnings

Meeting(2) Dividends for which Record Date belongs to Current 2nd Quarter Consolidated Cumulative period for which Effective date ofdividends is after the end of Current 2nd Quarter Consolidated Accounting Period(Resolution)
October 30, 2023
Board of Directors

Class of shares

Common stock

Total dividends

Per share(Millions of yen)

Dividends (Yen)659

6

2. Significant changes in the amount of Shareholders' equity
Not applicable.

- 20 -

Record Date

Effective date

September 30, 2023

December 4, 2023

Source ofdividends
Retained earnings

(Segment information, etc.)[Segment Information]
I Previous 2nd Quarter Consolidated Cumulative period (From April 1, 2022 to September 30, 2022)
Information on the amount of Net sales and income or loss for each Reportable segments and information on the breakdown of revenue(Millions of yen)
Quarterly

Reportable segments

Consolidated
Real Estate

EnergyBusiness

Business

Asset

OthersStatements ofManagement(Note) 1

Profit amountTotal

postedBusiness(NOTE)2
Net sales
Revenue arising from contracts
with customers

63,396

5,026

638

69,061

1,411

70,472Other revenue

2,998

-

-

2,998

-

2,998

Net sales to customers

66,394

5,026

638

72,0591,411

73,471

-

-

-

-

-

-

66,394

5,026

638

72,0591,411

73,471

4,726

△484

292

4,534

△206

4,328

Intersegment Net sales ortransfers
Total
Segment income (loss) (△)(NOTE) "Others" Category is a business segment not included in Reportable segments and includes rehabilitation-oriented dayservices, construction subcontracting, and hotel businesses Etc.
II Current 2nd Quarter Consolidated Cumulative period (From April 1, 2023 to September 30, 2023)
1. Information on the amount of Net sales and income or loss for each Reportable segments and information on the breakdown ofrevenue(Millions of yen)
Quarterly

Reportable segments

Real Estate

EnergyBusiness

Business

Consolidated

Asset

OthersManagement(Note) 1

Total

BusinessStatements ofProfit(NOTE) 2

Net sales
Revenue arising from contracts
with customers

47,4195,682

276

53,3782,879

56,258Other revenue

2,920

-

-

2,920

-

2,920

Net sales to customers

50,3405,682

276

56,2992,879

59,179

-

-

-

-

-

-

50,3405,682

276

56,2992,879

59,179

1,396

1,061

△83

2,375

△4

2,370

Intersegment
Net sales or transfers
Total
Segment Profit
Or loss (△)(NOTE) "Others" Category is a business segment not included in Reportable segments and includes construction subcontracting
and hotel businesses Etc.
2. Fixed assets' Impairment loss or Goodwill, etc. per Reportable segments(Significant Impairment loss on fixed assets)
In Hotel business of Other, Impairment loss of fixed assets is recorded. The recorded amount of Impairment loss is 408
Millions of yen under Current 2nd Quarter Consolidated Cumulative period.

- 21 -

(Revenue Recognition)
Information disaggregating revenue from contracts with customers is presented in "Notes (Segment Information, etc.)."(Per Share Information)
Quarterly net income per share or quarterly net loss per share and the basis for calculation, diluted quarterly net income per share and thebasis for calculation are as follows:
Previous 2nd Quarter
Consolidated Cumulative period(From April 1, 2022 to September
30, 2022)

Current 2nd Quarter
Consolidated Cumulative period(From April 1, 2023 to September
30, 2023)

26.35 yen

0.79 yen

2,875

87

-

-

2,875

87

109,091

109,831

26.16 yen

0.79 yen

-

-

803

942

(1) Quarterly net income per share(Basis of calculation)
Quarterly net income attributable to owners of parent(Millions of yen)Amounts not attributable to common shareholders(Millions of yen)
Quarterly net income attributable to owners of parent(Millions of yen) related to Common stock
Average number of shares of common stock outstanding
during the period (Thousands of shares)(2) Quarterly diluted net income per share(Basis of calculation)
Quarterly adjustments to net income attributable toowners of parent(Millions of yen)
Increase in common stock (thousands)
Summary of potentially dilutive shares not included in thecalculation of Quarterly diluted net income per share due to-their anti-dilutive effect, which had significant changes from-the end of End of Previous Consolidated Accounting Period(Significant Subsequent Events)
Not applicable.
2[Other]At the meeting of Board of Directors of October 30, 2023, the interim dividends for the fiscal year under review were resolved as follows.
(1)Total dividends 659 Millions of yen(2)Amount per share 6.00 yen(3)Effective date of claims and payment commencement date of December 4, 2023
(NOTE)Payments will be made to shareholders of record as of September 30, 2023.

- 22 -

Part II. [Information Concerning Guarantors of the Reporting Company]
Not applicable.

- 23 -

Independent Auditors' Quarterly Review Report

November 9, 2023
MIRARTH HOLDINGS, Inc.
To the Board of Directors

Grant Thornton Taiyo LLC.
Tokyo Office
Designated Limited
Li a b i l i t y P a r t n e r s
Managing Partner

Certified Public
Accountant

Ohki tomohiro

Designated Limited
Li a b i l i t y P a r t n e r s
Managing Partner

Certified Public
Accountant

Tetsuya Ishihara

Designated Limited
Li a b i l i t y P a r t n e r s
Managing Partner

Certified Public
Accountant

Takafumi Shimokawa

Auditor's conclusion
Pursuant to the provisions of Article 193-2 I of the Financial Instruments and Exchange Act, Audit Corporation reviewed the quarterly consolidated
financial statements of MIRARTH HOLDINGS, Inc. for the period from April 1, 2023 to March 31, 2024 for 2nd quarter Consolidated Accounting
period (from July 1, 2023 to September 30, 2023) and the quarterly consolidated financial statements of Second Quarter Consolidated Cumulative
Period (from April 1, 2023 to September 30, 2023), consisting of quarterly Consolidated Balance Sheets, Quarterly Consolidated Statements ofComprehensive Income, quarterly consolidated statements of cash flows and Notes.
In the quarterly review conducted by Audit Corporation, the aforementioned quarterly consolidated financial statements were not deemed to present
fairly, in all material respects, the financial position of MIRARTH HOLDINGS, Inc. and Consolidated subsidiaries as of September 30, 2023, and theresults of their operations and their cash flows for Second Quarter Consolidated Cumulative Period then ended in conformity with the standards for the
preparation of quarterly consolidated financial statements generally accepted in Japan.
Rationale for the auditor's conclusion
We conducted our quarterly reviews in accordance with quarterly review standards generally accepted in Japan. Our responsibilities under the
standards for quarterly reviews are described in "Auditor's Responsibility for the Quarterly Review of the Quarterly Consolidated Financial
Statements." We are independent of the Companies and our consolidated subsidiaries in accordance with the professional ethics regulations of ourcountry, and we are responsible for the ethical conduct of others as an auditor. We believe that the evidence supporting the statements is available.
Responsibilities of Management, Corporate Auditors and the Board of Corporate Auditors to the Quarterly Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the quarterly consolidated financial statements in accordance with the standards
for the preparation of quarterly consolidated financial statements generally accepted in Japan. This includes establishing and operating such internal
control as management determines is necessary to enable the preparation and fair presentation of quarterly consolidated financial statements that are
free from material misstatement, whether due to fraud or error. In preparing the quarterly consolidated financial statements, management is responsible
for assessing whether it is appropriate to prepare the quarterly consolidated financial statements based on the going concern assumption, and disclosing
matters related to a going concern in accordance with the standards for preparing quarterly consolidated financial statements generally accepted inJapan. The responsibility of the corporate auditors and the board of corporate auditors is to monitor the execution of directors' duties in thedevelopment and operation of the financial reporting process.

- 24 -

Auditor's Responsibility for the Quarterly Review of the Quarterly Consolidated Financial Statements
The auditor's responsibility is to express an independent conclusion on the quarterly consolidated financial statements in the quarterly review reportbased on the quarterly review performed by the auditor.
In accordance with quarterly review standards generally accepted in Japan, the auditor shall, through the course of the quarterly review, makejudgments as a professional expert and conduct the following with professional skepticism:
・ Questions, analytical procedures, and Others quarterly review procedures mainly for management, finance, and accounting-related persons. The
quarterly review procedures are limited compared with the procedures for auditing the financial statements for the fiscal year conducted in accordancewith auditing standards generally accepted in Japan.
・ In the event that the Company determines that there is significant uncertainty with respect to events or circumstances that raise substantial doubt
about the Company's ability to continue as a going concern, the Company will conclude, based on the evidence obtained, whether or not there are any
matters that cause the Company to believe that they are not fairly stated in the quarterly consolidated financial statements in accordance with thestandards for preparing quarterly consolidated financial statements generally accepted in Japan. In addition, if there is any material uncertainty
regarding the Company's ability to continue as a going concern, the Company is required to alert the notes to the quarterly consolidated financial
statements in the quarterly review report, or if the notes to the quarterly consolidated financial statements regarding material uncertainty are notappropriate, to express a limited conclusion or a negative conclusion on the quarterly consolidated financial statements. Although Auditor's conclusion
is based on evidence obtained through the date of the quarterly review report, future events and circumstances may prevent an entity from continuing asa going concern.
・ Evaluate whether the presentation and Details of the quarterly consolidated financial statements, including the related notes, and the matters whichcause the Company to believe that the quarterly consolidated financial statements do not fairly present the transactions and accounting events
underlying the quarterly consolidated financial statements, as well as whether the matters which cause the Company to believe are not in accordancewith the standards for the preparation of quarterly consolidated financial statements generally accepted in Japan, are disallowed.
・ Obtain evidence regarding the financial information of the Company and its consolidated subsidiaries to express a conclusion on the quarterly
consolidated financial statements. The auditor is responsible for directing, supervising and implementing the quarterly review of the quarterly
consolidated financial statements. The auditor is solely responsible for the auditor's conclusion. The auditor shall report to the auditors and the board ofauditors on the scope of the planned quarterly review and the timing of its implementation, as well as important findings in the quarterly review.
Audit will conduct Report of Audit & Supervisory Board Members and Audit & Supervisory Board with respect to compliance with the provisions ofprofessional ethics in Japan regarding independence and Details for matters that are reasonably likely to affect human independence, and for cases
where measures are taken to eliminate impediments or where safeguards are applied to reduce the impediments to an acceptable level.
Interests
The Company and Consolidated Subsidiaries have no interest in the Auditing Corporation or Operating Partners that should be stated pursuant to theprovisions of the Certified Public Accountants Act.
Above

(NOTE) 1. The original Quarterly Review Report above has been filed separately by us (Annual Securities Report Filing Firm).
2. XBRL data is not included in the scope of quarterly reviews.

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