Q2 (FY2023) Annual Securities
Report(Second Quarter of the 51st fiscal year)
from July 1, 2022
to September 30, 2022

MIRARTH HOLDINGS, Inc.
(Former company name: Takara Leben Co., Ltd.)
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

2

II. Business Overview

3

1 Business Risks

3

2 Management’s Analysis of Financial Position, Operating Results and Cash Flows3

3 Important Contracts Etc. Related to Management

6III. Information on the Reporting Company
1 Stock Information

77(1)Total Number of Shares, Etc.

7(2)Information on the Share Acquisition Rights, Etc.

8①

Details of the Stock Option Plan

8②

Other Subscription Rights

13(3)Exercise of Moving Strike Convertible Bonds, Etc.

14(4)Changes in Number of Shares Issued and Capital, Etc.

14(5)Status of Major Shareholders

14(6)Information on Voting Rights

15

2 Officers
IV. Financial Information

15
16

1 Quarterly Consolidated Financial Statements

17(1)Quarterly Consolidated Balance Sheets

17(2)Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income

19

Quarterly Consolidated Statements of Income

19

Quarterly Consolidated Statements of Comprehensive Income20(3)Quarterly Consolidated Statements of Cash Flows
2 Others
Part II. Information Concerning Guarantors of the Reporting Company[Quarterly Review Report]

21
33
34

[Cover][Filing]

Q2 (FY2023) 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 14, 2022

[Quarterly Accounting Period]

Second Quarter of the 51st Fiscal Year(from July 1, 2022 to September 30, 2022)[Company Name ]MIRARTH HOLDINGS, Inc．
(Former company name: Takara Leben Co., Ltd.)(NOTE)As a result of the resolution of the 50th Annual Shareholders' Meeting held
at 24 June, 2022, the company name has been changed from October 1,
2022, as described above.

[Representative]

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

Masashi Yamamoto, Director, Group CFO, Managing Executive Officer andExecutive General Manager of Corporate Planning Headquarters[Contact address]

Tekko Building 16F 1-8-2, Marunouchi, Chiyoda-ku, Tokyo, Japan[Telephone]+81-3-6551-2133[Contact][Place for public inspection]

Masashi Yamamoto, Director, Group CFO, Managing Executive Officer andExecutive General Manager of Corporate Planning Headquarters
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.]
50th fiscal year Second 51st fiscal year Second
Quarter Consolidated
Quarter Consolidated
Cumulative Period
Cumulative Period

Fiscal term

From April 1, 2021 toSeptember 30, 2021

Accounting period

50th fiscal year

From April 1, 2022 to From April 1, 2021 toMarch 31, 2022
September 30, 2022

Net sales(Millions of yen)

50,09873,471

162,744

Ordinary income (loss) (△)(Millions of yen)

△89

3,810

10,258

Quarterly (current term) net income(loss) (△) attributable to owners of the(Millions of yen)

△226

2,875

6,215

(Millions of yen)

△161

2,901

6,293

Net assets(Millions of yen)

53,54961,14359,601

Total assets(Millions of yen)

232,129

251,828

223,473

(Yen)

△2.09

26.35

57.10

(Yen)

-

26.16

56.69

(%)

22.8

24.0

26.5

Cash flow from operating activities(Millions of yen)

△17,713△11,231

23,189Cash flow from investing activities(Millions of yen)

△11,759△8,606△27,871

Cash flow from financing activities(Millions of yen)

25,22828,792△1,132

Cash and cash equivalents at end ofquarter (term end)

(Millions of yen)

34,26341,64832,693parentQuarterly comprehensive income (loss)(△)

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

Fiscal term

50th fiscal year Second
Quarter Consolidated
Accounting period

51st fiscal year Second
Quarter Consolidated
Accounting period

Accounting period

From July 1, 2021 toSeptember 30, 2021

From July 1, 2022 toSeptember 30, 2022

Quarterly net income per share

(Yen)

7.85

24.46

(NOTE)1. We have prepared our quarterly consolidated financial statements. Therefore, we have not presented any changes in themain management indicators of the companies to which we submit the report.
2. Quarterly diluted net income per share of 50th fiscal year Second Quarter Consolidated Cumulative Period is not disclosed
because it is a net loss per Shares, although there are potential shares.
3. The provisional accounting treatment for business combinations conducted in the previous First Quarter Consolidated
Accounting period has been finalized at the End of Previous Consolidated Accounting Period, and the related key
management indicators of Previous 2nd Quarter Consolidated Cumulative period and Previous second quarter
consolidated Accounting period are based on the amount after reflecting the significant review of the initial allocation of
the acquisition cost due to the finalization of the provisional accounting treatment.

-1-2[Businesses]
There have been no material changes to Details of the business conducted by our group (we and our affiliated companies) in
Current 2nd Quarter Consolidated Cumulative period. There have also been no changes in major affiliated companies.
Category of Reportable segments has been changed from First Quarter Consolidated Accounting period. The details aredescribed in "Ⅳ Financial Information, 1. Quarterly Consolidated Financial Statements, Notes (Segment Information, Etc.)."The transition to a holding company structure was resolved at the Board of Directors meeting held on May 30, 2022.
On October 1, 2022, we transitioned to a holding company structure and changed our name to MIRARTH HOLDINGS, Inc.
on the same date.

-2-

Ⅱ. [Business Overview]
1[Business Risks]
There have been no significant changes in Current 2nd Quarter Consolidated Cumulative period to the new risks of businessesor the risks of businesses described in the Annual Securities Report for the previous fiscal year.

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.
As the provisional accounting treatment for the business combination conducted in the previous First Quarter Consolidated
Accounting period was finalized at the End of Previous Consolidated Accounting Period, Comparison and analysis with the samequarter of the previous year are based on the amount after reflecting the significant review of the initial allocation of theacquisition cost due to the finalization of the provisional accounting treatment.
(1)Management's discussion
In Current 2nd Quarter Consolidated Cumulative period, the outlook for the Japanese economy remains uncertain andchallenging due to factors such as the prolonged geopolitical tension caused by Russia's invasion of Ukraine and the impactof the rapid depreciation of the yen and the appreciation of the dollar in foreign exchange markets. The domestic economy
continues to be affected by the new type of coronavirus infectious disease (COVID-19). Despite the harsh external
environment, on October 1, 2022, we shifted to a holding company structure and renamed ourselves "MIRARTHHOLDINGS, Inc." to create a structure that enables swift and flexible management decisions. We will also work to improve
productivity through DX and other initiatives, with the aim of promoting sustainable growth.
In conjunction with the "Notice of Business Segment Changes" announced on March 14, 2022, Category of the segment
has been changed from the previous 5 business segments to 4 business segments from First Quarter Consolidated
Accounting period. In addition, the results for the previous second quarter in the explanation of each segment below havebeen reclassified in the new segments.
(Millions of yen)Previous second quarter
Segment name

Net sales

OperatingincomeCurrent second quarter
Net sales

Comparison

OperatingincomeNet sales

OperatingincomeReal Estate Business

43,168524

66,394

4,726

23,225

4,202

Energy Business

5,034

△175

5,026

△484

△8

△308

688

372

638

292

△50

△80

Other Businesses

1,206

△132

1,411

△206

205

△73

Total

50,098588

73,471

4,328

23,372

3,739

Asset Management Business① Operating Results by Segment
In Real Estate Business, net sales was 66,394 Millions of yen (up 53.8% from the same quarter of the previous year) due
to new condominiums, liquidation, new detached house sales, renewal and resale, real estate rental, real estate management,
and real estate Others.
As for Energy Business, Net sales of this business was 5,026 Millions of yen (down 0.2% from the same quarter of theprevious year) due to revenue from the sale of electricity generated by power generation facilities.
As for Asset Management Business, due to management fees and other factors, the business Net sales was 638 Millions ofyen (down 7.3% from the same quarter of the previous year).
In Other Businesses, Net sales of this business was 1,411 Millions of yen (up 17.0% from the same quarter of the previousyear) due to construction contracting and other factors.
Consequently, Current 2nd Quarter Consolidated Cumulative period's results of operations are as follows: Net sales
73,471 Millions of yen (up 46.7% from the same quarter of the previous year), Operating income 4,328 Millions of yen (up635.4% from the same quarter of the previous year), Ordinary income 3,810 Millions of yen (compared to an ordinary lossof 89 Millions of yen in the same quarter of the previous year), and Net income attributable to owners of parent 2,875
Millions of yen (compared to a net loss attributable to owners of parent of 226 Millions of yen in the same quarter of the-3-

previous year).

-4-② Progress of contract
Regarding the sales performance of Current 2nd Quarter Consolidated Cumulative period, contracts were concluded for
1,676 units against the 1,780 units scheduled to be delivered to Full year, and the progress ratio was 94.2%.
(Contract status for new built-for-sale condominiums)
Units scheduled fordelivery

Number of contracted
units scheduled fordeliveryContract progress ratio(%)

Units under contract
From April to
SeptemberPrevious period

1,800

1,506

83.7

987

Current period

1,780

1,676

94.2

1,166

(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
251,828 Millions of yen, up 28,355 Millions of yen from the End of Previous Consolidated Accounting Period, mainly due
to an increase in inventories associated with new purchases.
(Current Assets)
Due to an increase in inventories accompanying new purchases and other factors, Current assets was 172,558 Millions ofyen, up 29,933 Millions of yen compared to the End of Previous Consolidated Accounting Period.
(Fixed Assets)
Despite the steady purchase of business assets, Fixed assets was 79,224 Millions of yen, down 1,567 Millions of yen
compared to the End of Previous Consolidated Accounting Period due to the transfer to Real estate for sale and Powergeneration facilities for sale.
(Current Liabilities)
Due to the increase in Short-term borrowings and the transfer of short-and long-term Category, Current liabilities was
84,064 Millions of yen, up 9,053 Millions of yen and compared to the End of Previous Consolidated Accounting Period.
(Fixed Liabilities)
Due to an increase in borrowings associated with new purchases and other factors, Fixed liabilities was 106,621 Millionsof yen, up 17,760 Millions of yen compared to the End of Previous Consolidated Accounting Period.
(Net Assets)
Total of Net assets was 61,143 Millions of yen, up 1,541 Millions of yen compared to the end of End of Previous
Consolidated Accounting Period due to factors such as the fact that the amount of Net income attributable to owners ofparent recorded exceeded the amount of dividends from surplus, Etc.
(3)Cash Flow
Cash and cash equivalents (hereinafter referred to as "cash") in Current 2nd Quarter Consolidated Cumulative period
increased by 8,954 Millions of yen to 41,648 Millions of yen compared to the end of 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)
Net cash from operating activities was 11,231 Millions of yen (down 17,713 Millions of yen in the same quarter of theprevious 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 net cash from investing activities was 8,606 Millions of yen (down 11,759 Millions of yen in the same quarter of theprevious year). This was mainly due to the acquisition of Property, plant and equipment.

-5-

(Cash flows from financing activities)
Net cash from financing activities was 28,792 Millions of yen (up 25,228 Millions of yen in the same quarter of theprevious 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 & 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, andland price trends. In addition, supplier supply trends are susceptible to changes in the outsourcing prices of Land suppliers,
general contractors and other subcontractors, the failure of subcontractors, and financial trends. Therefore, any changes inthese 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 orconcluded.

-6-

Ⅲ. [Information on the Reporting Company]
1[Stock 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]
Number of shares issued as of
Number of shares issued as of Stock exchange on
the end of the second quarterTypethe filing date (shares)
which the company is(Shares)(November 14, 2022)
listed(As of September 30, 2022)
Commonstock

Tokyo Stock Exchange
121,000,000

121,000,000

Prime market

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

Total

121,000,000

121,000,000

-7-

-

-

(2)[Information on the Share Acquisition Rights, Etc.]①[Details of the Stock Option Plan]
10th Subscription rights to shares (Class A Subscription rights to shares)
Resolution Date

July 29, 2022

Category and number of grantees (persons)

Directors 7
Executive Officer 7

Number of Subscription rights to shares (units.)*

7,562

Class of shares, Details and numbers (Shares) that are theobjectives of Subscription rights to shares *Common stock 756,200 (NOTE)1

Payment amount at exercise of Subscription rights to shares

100(NOTE) 2(Yen) *
Strike term of Subscription rights to shares *From August 24, 2022 to August 23, 2062

Issue price of shares issued upon exercise of Subscription rights

Issue price 37,600

to shares and amount capitalized (Yen) *Capital allocation 18,800 (NOTE) 3

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

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

Issues related to the issuance of Subscription rights to sharesassociated with reorganization activities*(NOTE)5※ Details at the time of issuance (August 23, 2022) 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, the number of granted shares shall be adjusted according to the following formula, and fractions less than
1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split orreverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment ofshares without contribution, others in the event the number of granted shares needs to be adjusted in accordance withthese provisions, the number of granted 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 ofshares that can be delivered upon the exercise of Subscription rights to shares and shall be the amount obtained bymultiplying this amount by the total number of 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 shall be 1-half of the amount of the limit of increase in Capital stock, Etc., calculated in accordance with theprovisions of Article 17-1 of the Company Accounting Rules, and any fraction less than 1 yen resulting from thecalculation 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 to shares 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 to shares 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 toshares 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 of the Company is lost due to voluntary resignation within 1
year from the date of Subscription rights to shares allotment (excluding resignation due to expiration of term of-8-

office, resignation due to convenience of the Company, or resignation due to the Company's own reasons).
4. In the event any of the positions of the Directors and Executive Officers of the Company is lost due to dismissal ordisciplinary action by a resolution of the general meeting of shareholders or a resolution of the Board of Directors,
or in the event it is reasonably deemed inappropriate to have Subscription rights to shares exercised by the Boardof Directors.
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 (hereinafterreferred 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 ofinheritance 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 inheritanceprocedure.
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 case where 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 the consolidation-type merger, the date of the absorption-type demerger, and the dateof incorporation of the parent corporation which is incorporated 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 (hereinafter referred to as the "restructured
company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights 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-typedemerger 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 thenumber of restructured company Common stock to be delivered upon the exercise of Subscription rights to shares shall be
determined in accordance 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 theamount obtained by multiplying the post-realignment exercise price stipulated below by the number of shares subject tothe respective Subscription rights to shares. The post-reorganization exercise price shall be 1 yen per Shares of shares of
the Company Subject to Reorganization 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 awholly owned subsidiary is approved at our general meeting of shareholders (or our board of directors meeting in theevent 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 Company.
⑥Matters concerning Capital stock and capital reserve to be increased in cases where shares are issued upon the exerciseof Subscription rights to shares-9-Determine in accordance with 3 above.

- 10 -

11th Subscription rights to shares (Class B Subscription rights to shares)
Resolution Date

July 29, 2022

Category and number of grantees (persons)

Directors 7
Executive Officer 7

Number of Subscription rights to shares (units)*

1,880

Class of shares, Details and numbers (Shares) that are theCommon stock 188,000 (NOTE)1

objectives of Subscription rights to shares *Payment amount at exercise of Subscription rights to shares

100(NOTE) 2(Yen) *
Strike term of Subscription rights to shares *From August 24, 2022 to August 23, 2062

Issue price of shares issued upon exercise of Subscription rights

Issue price 26,200

to shares and amount capitalized (Yen) *Capital allocation 13,100 (NOTE) 3

Terms of Exercise of Subscription rights to shares *(NOTE) 4

Matters concerning transfer of Subscription rights to shares *Acquisition of Subscription rights to shares by assignment
shall be approved by the Board of Directors.

Issues related to the issuance of Subscription rights to sharesassociated with reorganization activities*(NOTE) 5※ Details at the time of issuance (August 23, 2022) 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, the number of granted shares shall be adjusted according to the following formula, and fractions less than
1 Shares resulting from the adjustment shall be discarded.
Number of shares granted after adjustment = Number of shares granted before adjustment × Ratio of stock split orreverse stock split
In addition, in the event of a merger, company split, share split, or reverse share split, or in the event of allotment ofshares without contribution, others in the event the number of granted shares needs to be adjusted in accordance withthese provisions, the number of granted 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 ofshares that can be delivered upon the exercise of Subscription rights to shares and shall be the amount obtained bymultiplying this amount by the total number of 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 shall be 1-half of the amount of the limit of increase in Capital stock, Etc., calculated in accordance with theprovisions of Article 17-1 of the Company Accounting Rules, and any fraction less than 1 yen resulting from thecalculation 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 to shares 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 andexecutive 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 toshares 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 totheir own discretion within 1 year from the date of Subscription rights to shares allocation, Etc. (excluding- 11 -

retirement due to expiration of term of office, 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 theshareholders of our group or by dismissal or disciplinary action upon resolution of the board of directors, or that itis reasonably accepted that it is not appropriate to have our board of directors exercise their Subscription rights toshares5. 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 (hereinafterreferred 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 ofinheritance 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 inheritanceprocedure.
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 case where 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 the consolidation-type merger, the date of the absorption-type demerger, and the dateof incorporation of the parent corporation which is incorporated 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 (hereinafter referred to as the "restructured
company") as set forth in Article 236, Paragraph 1, Item (8) (a) through (e) of the Companies Act, the rights 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-typedemerger 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 thenumber of restructured company Common stock to be delivered upon the exercise of Subscription rights to shares shall be
determined in accordance 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 theamount obtained by multiplying the post-realignment exercise price stipulated below by the number of shares subject tothe respective Subscription rights to shares. The post-reorganization exercise price shall be 1 yen per Shares of shares of
the Company Subject to Reorganization 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 awholly owned subsidiary is approved at our general meeting of shareholders (or our board of directors meeting in theevent 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 Company.
⑥Matters concerning Capital stock and capital reserve to be increased in cases where shares are issued upon the exerciseof Subscription rights to shares- 12 -

Determine in accordance with 3 above.
②[Other Subscription Rights]
Not applicable.

- 13 -

(3)[Exercise of Moving Strike Convertible Bonds, Etc.]
Not applicable.
(4)[Changes in Number of Shares Issued and Capital, Etc.]
Change in the Total number of
Change in capital
Balance of
Change in legal Balance of legal
total number ofsharesDatestockcapital stock
capital surplus capital surplus
issued shares
outstanding(Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen)(shares)(shares)
July 1, 2022121,000,000
4,819
4,817
September 30, 2022

(5)[Status of Major Shareholders]Name

Yoshio Murayama

Address

As of September 30, 2022
Percentage of thenumber of shares
Shares held
held to the total(thousands ofnumber of issued
Shares)shares (excluding
Treasury stock) (%)

Itabashi-ku, Tokyo

25,63323.45

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

11,955

10.94

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

3,326

3.04

50 BANK STREETCANARY WHARF
LONDON E14 5NT, UK(3-11-1, Nihonbashi, Chuo-ku, Tokyo)

2,003

1.83

Murayama Kikaku Co., Ltd.

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

2,000

1.83

RUDEN HOLDINGS Co., Ltd.

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

1,600

1.46

Takara Leben Business Partner
Shareholding Association

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

1,403

1.28

Sumitomo Mitsui Banking Corporation

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

1,184

1.08

DFA INTL SMALL CAP VALUE
PORTFOLIO(Standing proxy: Citibank, N.A. Tokyo
Branch)JP Morgan Chase Bank 385781(Standing proxy: Mizuho Bank, Ltd.,
Settlement & Clearing Services Division)

PALISADES WEST 6300,BEE CAVE
ROAD BUILDING ONE AUSTIN TX
78746 US
(6-27-30, Shinjuku, Shinjuku-ku, Tokyo)
25 BANK STREETCANARY WHARF,LONDON, E14 5JP, UNITED KINGDOM(2-15-1 Konan, Minato-ku, Tokyo)

1,176

1.08

1,091

1.00

Total

-

51,373

46.99

The Master Trust Bank of Japan, Ltd.
(Trust Account)
The Custody Bank of Japan, Ltd. (Trust
Account)
NORTHERN TRUST CO. (AVFC) RE
FIDELITY FUNDS(Standing proxy: The Hong Kong andShanghai Banking Corporation Limited,Tokyo Branch Custody Services
Department)(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
11,955,000 Shares.
2. Of the shares held by The Custody Bank of Japan, Ltd. (trust account), the number of shares related to trust business is3,326,000 Shares.

- 14 -

(6)[Information on Voting Rights]①[Issued Shares]
As of September 30, 2022
Category

Number of shares (shares)

Number of voting rights(units)

-

-

-

-

-

-

-

-

-

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(other than the above)

Commonstock
CommonShares less than 1 unit

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

11,680,200

stock

stock

Number of issued shares

Details

109,261,000

1,092,610

58,800-Shares less than 1 unit (100 shares)

121,000,000

-

-

-

1,092,610-

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 shareswith full voting rights held under the name of Japan Securities Depository Center, Inc.
②[Treasury stock, Etc.]
As of September 30, 2022
Name of shareholder

Takara Leben Co.,
Ltd.

Address of shareholder

Number of shares Number of shares
held under theheld under other Total number ofshareholder’s name shareholders’ names shares held
(shares)(shares)(shares)

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

Total

-

Ratio of shares held
to total number ofshares issued (%)

11,680,200-

11,680,200

9.65

11,680,200-

11,680,200

9.65(NOTE) We changed our name from Takara Leben Co., Ltd. to MIRARTH Holdings, Inc. on October 1, 2022.

2[Officers]
Changes in officers at the quarterly Cumulative period after the filing date of the annual security report for the previous fiscal
year are as follows.
(1)Retired officers
Title

Name

Retirement Date

Director, COO and Vice President Executive
Officer (in charge of Corporate Planning Division

Kazuyuki Shimizu

September 16, 2022

and CSR)(2)Number of Officers by Gender and Ratio of Female Officers after Transfer
10 men and 4 women (28.6% of all officers are women)- 15 -

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 and Preparation 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 the Second Quarter Consolidated Accounting period (from July 1, 2022 to September 30, 2022) and
Second Quarter Consolidated Cumulative Period (from April 1, 2022 to September 30, 2022) were reviewed by Grant Thornton
Taiyo LLC. on a quarterly basis.

- 16 -

1[Quarterly Consolidated Financial Statements](1)[Quarterly Consolidated Balance Sheets]

AssetsCurrent assets
Cash and deposits
Notes, accounts receivable-trade and contract
assetsReal estate for sale
Power generation facilities for sale
Real estate for sale in progress
Costs incurred on uncompleted contracts
OthersAllowance for doubtful accounts
Total current assets
Fixed assets
Property, plant and equipment
Buildings and structures (net)Land
Other (net)Total property, plant and equipment
Intangible assets
Goodwill
OthersTotal intangible assets
Investments and other assets
OthersAllowance for doubtful accounts
Total investments and other assets
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
OthersTotal current liabilities
Fixed liabilities
Long-term loans payable
Bonds payable
Allowance
Liabilities related to retirement benefits
OthersTotal Fixed liabilities
Total liabilities

End of Previous Consolidated
Accounting Period(As of March 31, 2022)

33,42842,316

2,886

3,092

※1 32,616※1 30,359※1 58,036※1 78,977※1 14,919※1 12,416△275
142,625△275
172,558※1 1,001

12※1 9,553※1 5,638

32※1 7,980※1 36,948※1 38,416

63,73962,476

1,561
2,510

1,397
1,031
2,428

※1 14,554※1 14,331△12
14,54280,792
55
223,473△12
14,31979,22445
251,828

15,411
14,1892,168
25,298
2,089
1,115
14,73875,010

10,571
24,7202,220
27,478858
1,156
17,05884,06481,923
4,070
160
984
1,722
88,860163,871

99,615
4,090
134
1,046
1,734
106,621
190,685※1 17,237※1 948- 17 -(Millions of yen)
Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2022)※1 16,079

Net assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders' equity
Accumulated other comprehensive income
Valuation difference on other securities
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total accumulated other comprehensive income
Subscription rights to shares
Non-controlling interest
Total net assets
Total liabilities and net assets

End of Previous Consolidated
Accounting Period(As of March 31, 2022)- 18 -(Millions of yen)
Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2022)

4,819
4,817
53,395△4,45658,5754,819
4,818
54,743△4,35660,025

548
0
△14
534
197
294
59,601
223,473

508
9
△12
505
403
208
61,143251,828

(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
Consolidated Cumulative period
Cumulative period(from April 1, 2021 to(from April 1, 2022 to September
September 30, 2021)
30, 2022)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Commission received
Gain from equity method investment
Miscellaneous income
Total non-operating income
Non-operating expenses
Interest expenses
Miscellaneous expenses
Total non-operating expenses
Ordinary income (loss) (△)
Quarterly net income (loss) (△) before income taxes andminority interests
Income taxes, inhabitant taxes and business taxes
Income tax adjustments
Total income and other taxes
Quarterly net income (loss) (△)
Quarterly net income attributable to non-controllinginterests
Quarterly net income (loss) (△) attributable to owners of
the parent- 19 -

50,09839,701
10,397※ 9,809588

73,471
58,32815,143※ 10,814
4,328

41
147
33
9
75
308

11
153
37
43
153
399

903
83
986
△89

751
166
917
3,810

△89

3,810

475
△410
65
△154

822
57
880
2,929

72

54

△226

2,875

[Quarterly Consolidated Statements of Comprehensive Income][Second Quarter Consolidated Cumulative Period](Millions of yen)Previous 2nd Quarter
Current 2nd Quarter Consolidated
Consolidated Cumulative period
Cumulative period(from April 1, 2021 to September (from April 1, 2022 to September
30, 2021)
30, 2022)
Quarterly net income (loss) (△)
Other comprehensive income
Net unrealized gains on available-for-sale securities
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Total other comprehensive income
Quarterly comprehensive income(Comprising)
Quarterly comprehensive income attributable toowners of the parent
Quarterly comprehensive income attributable to noncontrolling interests- 20 -

△154

2,929

△5
△1
0
△6
△161

△40
9
2
△28
2,901

△233

2,846

72

54

(3)[Quarterly Consolidated Statements of Cash Flows](Millions of yen)Previous 2nd Quarter
Current 2nd Quarter Consolidated
Consolidated Cumulative period
Cumulative period(from April 1, 2021 to September (from April 1, 2022 to September
30, 2021)
30, 2022)
Cash flow from operating activities
Quarterly net income (loss) (△) before income taxes
and minority interests
Depreciation and amortization
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
Decrease (increase) in notes and accounts receivabletrade (increase in △)Decrease (increase) in inventories (increase in △)Increase (decrease) in notes and accounts payabletrade (decrease in △)Increase (decrease) in advances received (decrease in△)
OthersSubtotalInterest and dividend received
Interest expenses paid
Income taxes paid
Cash flow from operating activities
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
Payments for long-term loans
Purchase of investment securities
Proceeds from sale of investment securities
Purchases of subsidiary stock due to changes in thescope of consolidation
OthersCash 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 (decreasein △)Cash and cash equivalents at beginning of term
Increase (decrease) in cash and cash equivalents due tochange in scope of consolidation (decrease in △)Period-end balance of cash and cash equivalents- 21 -

△89

3,810

1,563
164
63

971
164
14

61

65

△189
125
903

△165
327
751

△628

△208

△11,225△13,603△6,110△4,839

2,657

3,556

△2,158△14,861179△910△2,119△17,713424△8,729153△757△1,897△11,231△51
122△10,234
5
△91
△21
-

△14
130
△8,283
3
△107
△200
△86
40

※2 △1,875-

386△11,759△89△8,606

9,432
37,218△19,39750△988△2△1,08425,228

10,53145,458△25,586150△78△18△1,524△140
28,792△4,244

8,954

38,50032,6937-※1 34,263※1 41,648

[Notes](Additional Information)(Impact on accounting estimates due to the impact of the new Corona Virus infectious disease)
There have been no significant changes in Current 2nd Quarter Consolidated Cumulative period's accounting estimates
due to the impact of the new type of coronavirus infectious disease described in the previous fiscal year's financial
statements.
(Notes to Quarterly Consolidated Balance Sheets)※1 Change in the purpose of holding assets
Previous fiscal year (As of March 31, 2022)
As a result of the change in the purpose of holding real estate from resale to lease, the Company transferred Real estate forsale in progress 95 Millions of yen and Real estate for sale 581 Millions of yen to Buildings and structures 449 Millions of
yen and Land 227 Millions of yen during the fiscal year under review.
In addition, due to the change in holding of some of the real estate held from development and leasing to resale, theCompany transferred 4,181 Millions of yen of buildings and structures, tools, furniture and fixtures to 31 Millions of yen("Other (net)" of Property, plant and equipment), Land 5,168 Millions of yen, Construction in progress 1,117 Millions of yen("Other (net)" of Property, plant and equipment), and Software 0 Millions of yen ("Others" of Intangible assets) to Realestate for sale and Real estate for sale in progress in the current fiscal year. Certain of these assets were sold during the fiscal
year under review, and 8,800 Millions of yen of the 10,500 Millions of yen transferred to Real estate for sale were recordedin Cost of sales.
In addition, due to the change in the intent of resale of a portion of the mega-solar power generation facilities, prepaid
expenses of 69 Millions of yen ("Others" by Current assets), buildings and structures of 598 Millions of yen, machinery andequipment of 10,502 Millions of yen ("Other (net)" by Property, plant and equipment), Land of 4,219 Millions of yen,construction in progress of 1000 Millions of yen ("Other (net)" by Property, plant and equipment), leasehold interest of 172
Millions of yen ("Others" by Intangible assets), and long-term prepaid expenses of 932 Millions of yen ("Others" by
Investments and other assets) were transferred to Power generation facilities for sale. Certain of these assets were soldduring the fiscal year under review, and 16,495 Millions of yen of the 17,497 Millions of yen transferred to Powergeneration facilities for sale were recorded in Cost of sales.
Current 2nd Quarter Consolidated Accounting Period (As of September 30, 2022)
In conjunction with the change in the ownership of certain real estate holdings from development and leasing to resale,
Current 2nd Quarter Consolidated Cumulative period transferred 2877 Millions of yen of buildings and structures, tools,
furniture and fixtures 32 Millions of yen ("Other (net)" of Property, plant and equipment"), and Land 2481 Millions of yen to
Real estate for sale and Real estate for sale in progress. The property transferred to Real estate for sale was sold in Current
2nd Quarter Consolidated Cumulative period.
In addition, due to the change in the intent to hold a portion of the mega-solar power generation facilities for resale,
Current 2nd Quarter Consolidated Cumulative period transferred prepaid expenses of 7 Millions of yen ("Others" of Current
assets), 3382 Millions of yen of machinery and equipment ("Other (net)" of Property, plant and equipment), Land 60
Millions of yen, 521 Millions of yen of construction-in-progress ("Other (net)") and 374 Millions of yen of long-term
prepaid expenses ("Others" of Investments and other assets) to Power generation facilities for sale.
2 Contingent liabilities
Guarantees for loans from financial institutions

Joint and several guarantee obligations to financial
institutions, Etc. until the completion of theregistration of the establishment of mortgages on
our group customer housing loans
Minato Vietnam Co., Ltd.

End of Previous Consolidated
Accounting Period(As of March 31, 2022)

Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2022)

9,846 Millions of yen

2,583 Millions of yen

917

962

WISE ESTATE 3 Co., Ltd.

564

792

Total

11,3274,338

3 In order to raise working capital efficiently, we have entered into overdraft and loan commitment contracts with 68 financial
institutions (End of Previous Consolidated Accounting Period 64 companies). The balance of undrawn lines of credit under- 22 -

these agreements is as follows:
End of Previous Consolidated
Accounting Period(As of March 31, 2022)
Maximum Overdraft Amount and Total Loan
Commitments

77,471 Millions of yen

Loan balance
Net amount- 23 -

Current 2nd Quarter Consolidated
Accounting Period(As of September 30, 2022)
91,377 Millions of yen

41,63452,99635,83738,381

(Related to Quarterly Consolidated Statements of Income)※ Major items and amounts of Selling, general and administrative expenses are as follows.
Previous 2nd Quarter
Current 2nd Quarter
Consolidated Cumulative period
Consolidated Cumulative period(from April 1, 2021 to September(from April 1, 2022 to September
30, 2021)
30, 2022)
Advertising expenses
2,015 Millions of yen
2,229 Millions of yen
Sales commission
296
354
Promotion expenses
Salary allowance

817
2,028

970
2,199

Bonus Allowance provision
Retirement benefit expenses

409
80

437
90

Depreciation and amortization
Taxes and dues

97
850

111
592

(Notes to Quarterly Consolidated Statements of Cash Flows)※1 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, 2021 to September
30, 2021)
Cash and deposits account34,959 Millions of yen
Time deposits falling due in more than△109
three months
Deposits received from customers△587
Cash and cash equivalents

Current 2nd Quarter Consolidated
Cumulative period(from April 1, 2022 to September
30, 2022)
42,316 Millions of yen

34,263△20△647
41,648※2 Breakdown of assets and liabilities of newly consolidated subsidiaries due to acquisition of shares, Etc.
Previous 2nd Quarter Consolidated Cumulative period (from April 1, 2021 to September 30, 2021)
The following is a breakdown of assets and liabilities at the start of consolidation associated with the newconsolidation of Leben Clean Energy Co., Ltd. through the acquisition of shares, and the relationship between theacquisition cost of the shares of the company and the proceeds from the acquisition, net.
Current assets
5,713 Millions of yen
Fixed assets

4,651

Goodwill

930

Current liabilities△2,025

Fixed liabilities△7,269Acquisition cost of the subsidiaries' stocks

2,000

Cash and cash equivalents△124

Less: Purchase of shares of subsidiaries resulting
in change in scope of consolidation△1,875Current 2nd Quarter Consolidated Cumulative period (from April 1, 2022 to September 30, 2022)
Not applicable.

- 24 -

(Shareholders' Equity)
I Previous 2nd Quarter Consolidated Cumulative period (from April 1, 2021 to September 30, 2021)
1. Matters concerning dividends(1) Dividends paid
(Resolution)

Class of shares

Total dividends

Per share(Millions of yen) dividends (yen)Record Date

Effective date

31 March, 2021

28 June, 2021

Source ofdividends

25-June, 2021
AnnualShareholders'Common
stock

1,086

10

Retainedearnings

Meeting(2) Dividends for which Record Date belongs to Current 2nd Quarter Consolidated Cumulative period for which Effective
date of dividends is after the end of Current 2nd Quarter Consolidated Accounting Period(Resolution)
October 29, 2021
Board ofDirectors

Class of shares
Commonstock

Total dividends

Per share(Millions of yen) dividends (yen)4354Record Date

Effective date

September 30, 2021 December 6, 2021

Source ofdividends
Retainedearnings

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

Per share(Millions of yen) dividends (yen)Record Date

Effective date

31 March, 2022

27 June, 2022

Source ofdividends

24 June, 2022
AnnualShareholders'Common
stock

1,526

14

Retainedearnings

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

Class of shares
Commonstock

Total dividends

Per share(Millions of yen) dividends (yen)437

4

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

- 25 -

Record Date

Effective date

September 30, 2022 December 6, 2022

Source ofdividends
Retainedearnings

(Segment information, Etc.)[Segment Information]
I Previous 2nd Quarter Consolidated Cumulative period (from April 1, 2021 to September 30, 2021)
1. 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)
Reportable segments

Net sales
Revenue arising fromcontracts with customers
Other revenue
Net sales to customers
Intersegment net sales ortransfers
Total
Segment income (loss) (△)

Real Estate

EnergyBusiness

Business

40,189

5,034

Asset
Management

Total

Others(Note) 1

Total

45,913

1,206

47,119Business
688

2,979

-

-

2,979

-

2,979

43,1685,034

688

48,892

1,206

50,098

-

24

-

24

-

24

43,168

5,059

688

48,917

1,206

50,123

524

△175

372

721

△132

588

(NOTE)1. "Others" Category is a business segment not included in Reportable segments and includes rehabilitationoriented day services, construction subcontracting, and hotel-related businesses.
2. Segment information of Current 2nd Quarter Consolidated Cumulative period is disclosed in the amountafter reflecting the significant review of the initial allocation of the acquisition cost due to thefinalization of the provisional accounting treatment described in "(Business Combinations, Etc.) Notes."
2. Impairment-loss or Goodwill of Fixed assets by Reportable segments(Significant changes in the amount of goodwill)
In First Quarter Consolidated Accounting period, all outstanding shares of ACA Clean Energy Co., Ltd. (renamedLeben Clean Energy Co., Ltd. on June 22, 2021) were newly acquired and made a consolidated subsidiary. As aresult, the amount of Goodwill increased by 884 Millions of yen in Energy Business segment.
The amount of goodwill is after reflecting the allocation of the acquisition cost due to finalization of theprovisional accounting treatment.

- 26 -

II Current 2nd Quarter Consolidated Cumulative period (from April 1, 2022 to September 30, 2022)
1. 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)
Reportable segments
Real EstateBusiness

EnergyBusiness

Revenue arising fromcontracts with customers

63,396

5,026

Other revenue

2,998

Net sales to customers

Others

Asset

Total

Total

(Note)

638

69,061

1,411

70,472

-

-

2,998

-

2,998

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

Management
Business

Net salesIntersegment net sales ortransfers
Total
Segment income (loss) (△)(NOTE)"Others" Category is a business segment not included in Reportable segments and includes rehabilitationoriented day services, construction subcontracting, and hotel-related businesses.
2. Changes in Reportable segments(Changes in reportable segments)
With the aim of further enhancing corporate value, our Group shifted to a holding company structure on October
1, 2022 from the viewpoint of clarifying profitability and business responsibilities for each segment and making
effective use of management resources through the transition to a pure holding company structure.
Accordingly, First Quarter Consolidated Accounting period has decided to change the 5 segments of "Real Estate
Sales Business," "Real Estate Rental Business," "Real Estate Management Business," "Energy Business," and "Other
Businesses," which were previously disclosed as Reportable segments, to the 4 segments of "Real Estate Business,""Energy Business," "Asset Management Business," and "Other Businesses." In addition, the allocation method ofcompany-wide expenses has been reviewed.
The segment information of Previous 2nd Quarter Consolidated Cumulative period is prepared based on Categoryof Reportable segments after the change.
(Business Combinations, Etc.)
Significant revision of the initial allocation of the acquisition cost in comparative information
The business combination with ACA Clean Energy., Ltd. (renamed Leben Clean Energy., Ltd. on June 22, 2021), which
was conducted on April 13, 2021, was provisionally accounted for in the previous First Quarter Consolidated Accounting
period, but was finalized at the end of End of Previous Consolidated Accounting Period.
As a result of the finalization of this provisional accounting treatment, Current 2nd Quarter Consolidated Cumulative
period's Comparison data included in the quarterly consolidated financial statements reflected a significant review of theinitial allocation of the acquisition cost. Goodwill decreased by 655 Millions of yen, Power generation facilities for saleincreased by 767 Millions of yen, machinery and equipment increased by 176 Millions of yen ("Others" in Property, plantand equipment), and the deferred tax liability increased by 289 Millions of yen ("Others").
Consequently, Previous 2nd Quarter Consolidated Cumulative period's Quarterly Consolidated Statements of Income
increased by 10 Millions of yen for Cost of sales, decreased by 32 Millions of yen for Selling, general and administrative
expenses, increased by 22 Millions of yen for Operating income, and decreased by 22 Millions of yen for ordinary loss andloss before income taxes, respectively.
(Revenue Recognition)
Information disaggregating revenue from contracts with customers is presented in "Notes (Segment Information, Etc.)."- 27 -

(Per Share Information)
Quarterly net income per share or quarterly net loss per share and the basis for calculation, diluted quarterly net income pershare and the basis for calculation are as follows:
Previous 2nd Quarter
Current 2nd Quarter Consolidated
Consolidated Cumulative period
Cumulative period(from April 1, 2021 to(from April 1, 2022 toSeptember 30, 2021)
September 30, 2022)(1) Quarterly net income per share or quarterly net loss(△) per share(Basis of calculation)△ 2.09 yen

2,635 yen

△226

2,875

-

-

△226

2,875

108,738

109,091-

26.16 yen

-

-

-

803

Quarterly net income attributable to owners of theparent or quarterly net loss attributable to ownersof the parent (△)(Millions of yen)Amounts not attributable to common shareholders(Millions of yen)
Quarterly net income attributable to owners of theparent or quarterly net loss attributable to ownersof the parent (△) related to common stock(Millions of yen)
Average number of shares of common stock
outstanding during the period (Thousands ofshares)(2)Quarterly diluted net income per share(Basis of calculation)
Quarterly adjustments to net income attributableto owners of parent(Millions of yen)
Increase in common stock (thousands)
Summary of potentially dilutive shares not included in
the calculation of Quarterly diluted net income pershare due to their anti-dilutive effect, which hadsignificant changes from the end of End of Previous--

Consolidated Accounting Period(NOTE)1. Quarterly diluted net income per share of Previous 2nd Quarter Consolidated Cumulative period is not disclosed
because it is a quarterly net loss per Shares, although there are potential shares.
2.Quarterly net loss per Shares for Previous 2nd Quarter Consolidated Cumulative period is calculated after reflecting
a significant review of the initial allocation of the cost due to the finalization of the provisional accounting
treatment described in "Notes to (Business Combinations, Etc.)."(Significant Subsequent Events)(Transition to a Holding Company Structure through a Company Split)
Following the approval of the Board of Directors on May 30, 2022, we implemented an absorption-type company split on
October 1, 2022, in which we split up and Takara Leben West Japan Co., Ltd., our 100% owned subsidiary, became thesuccessor company, and we shifted to a holding company structure.
On the same date, our name was changed to MIRARTH HOLDINGS, Inc. and the name of Takara Leben West Japan Co.,
Ltd. was changed to Takara Leben Co., Ltd..
1. Objectives and Overview of the Transition to a Holding Company Structure
Among our businesses, we succeeded to Takara Leben West Japan Co., Ltd. ("Takara Leben Co., Ltd." as of October 1,2022), a 100% owned subsidiary of us, through an absorption-type company split, the rights and obligations of all of ourbusinesses other than the Group Business Management Business (including businesses related to operations required for
us to operate as a holding company as a listed company), Energy Business and Asset Management Business (hereinafterreferred to as the "Successor Businesses"), and we will implement organizational reforms in conjunction with this change- 28 -

to a holding company structure under which we become a "MIRARTH HOLDINGS, Inc."- 29 -

2. Summary of the Company Split(1)Schedule of the Company Split
Board of Directors approved the absorption-type company split agreement (we and the successor company) May 30,
2022
Concluded an absorption-type company split agreement May 30, 2022
Approval of absorption-type company split agreement Annual Shareholders' Meeting (Successor company) May 30,
2022
Absorption-type company split Effective date October 1, 2022
(NOTE) This absorption-type demerger falls under the category of a simplified absorption-type demerger stipulated
in Paragraph 2 of Article 784 of the Companies Act, and therefore has been effected without the approvalof the general meeting of shareholders.
(2)Spin-off method
This is an absorption-type company split in which we are an absorption-type company split company and our 100%
owned subsidiary, Successor Company, is an absorption-type company split successor company.
(3)Details of Allotment Pertaining to the Absorption-type Company Split
Upon this absorption-type split, the Successor Company issued Common stock 40 Shares, all of which wereallocated to us.
(4)Handling of Bonds payable with Subscription rights to shares and Subscription rights to shares due to the Absorptiontype Company Split
The handling of Subscription rights to shares issued by us shall not be changed due to the Absorption-type Company
Split. We do not issue Bonds payable with Subscription rights to shares.
(5)Capital stock to be increased or decreased by the Spin-off
There is no change in our Capital stock.
(6)Rights and Obligations to be Succeeded by the Successor Company
Assets, liabilities, contractual Others rights and obligations (including contractual status) held in respect of the
Successor Business shall be as provided for in the Absorption-type Company Split Agreement. Incidentally, thesuccession of debts shall be made by the method of concurrent debt assumption.
(7)Prospects of paying debt obligations
Since it is expected that the amount of assets will exceed the amount of liabilities even after the absorption-typecompany split, and there is no expectation that there will be an event that would hinder the performance of theobligations incurred after the absorption-type company split, we have determined that there are no problems with theprospects for the fulfillment of the obligations of us and the successor company after the absorption-type company split.
3. Situation of the Company after the Absorption-type Company Split(1)Name

Corporation which effects absorption-typedemerger

Relation to absorption-type demerger

MIRARTH HOLDINGS, Inc.
※Company name changed from "Takara

Takara Leben Co., Ltd.
※Company name changed from Takara

Leben Co., Ltd." on October 1, 2022
(2)Address

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

Leben West Japan Co., Ltd. on October
1, 2022
1-8-2, Marunouchi, Chiyoda-ku, Tokyo※Relocated from 3-6-5, 2-bancho,
Matsuyama-shi, Ehime, as of October
1, 2022(3)Title and name ofRepresentative Director Kazuichi

Representative Director Kazuichi

Representative

ShimadaShimadaRepresentative Director Shoichi Akisawa(4)Business Details

Business management of group

Real estate sales, rental, and real estatecompanies

distribution(5)Capital stock

4,819 Millions of yen

400 Millions of yen(6)Fiscal year end

March 31

March 31

- 30 -

4. Overview of the divisions to be split(1)Business Details of divisions to be split
Among the businesses we operate, any and all businesses other than the Group Business Administration Business(including businesses related to the operations required for us to operate as a holding company as a listed company),
Energy Business and Asset Management Business.
(2)Operating Results of Divisions to be Divided (Year ending March 31, 2022)
Results of divisions to be split(a)

Our non-consolidated results(b)

Net sales

78,220 Millions of yen

88,949 Millions of yen

87.9%

Gross profit

16,195 Millions of yen

16,641 Millions of yen

97.3%- 31 -

Ratio (a/b)

5. Accounting method
In accordance with the "Accounting Standard for Business Combinations" (ASBJ Statement No. 21, January 16, 2019)
and the "Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business
Divestitures" (ASBJ Guidance No. 10, January 16, 2019), these transactions are accounted for as transactions undercommon control.
(Tender offer for Takara Leben Infrastructure Fund Inc.)On September 28, 2022, our Company, SMFL MIRAI Partners Company, a wholly-owned subsidiary of Sumitomo Mitsui
Finance and Leasing Company, in which Sumitomo Mitsui Financial Group, Inc. (hereinafter referred to as the "Sumitomo
Mitsui Financial Group") owns 50% of the voting rights, and Sumitomo Mitsui Banking Corporation, a wholly-owned
subsidiary of Sumitomo Mitsui Financial Group entered into a tender offer agreement. We have decided to acquire theinvestment units (hereinafter referred to as the "Target Units") of Takara Leben Infrastructure Fund, Inc. (Securities Code:9281, Tokyo Stock Exchange Infrastructure Fund Market Listing, hereinafter referred to as the "TargEtcompany") through atender offer under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (hereinafter referred to as
the "Tender Offer") through Green Energy LLC. (hereinafter referred to as the "Tender Offeror", and we plan to invest 70%
in the joint venture through silent partnership investment, and it is planned to become a consolidated subsidiary of us). In
addition, the Tender Offeror decided on September 28, 2022 to acquire the TargEtcompany Investment Units through theTender Offer, and implemented the Tender Offer from September 29, 2022. The Tender Offer has ended on November 11,
2022.
1. Outline of Purchase(1)Name and address of the Tender Offeror
Name: Green Energy LLC
Address: 3-22-10-201, Toranomon, Minato-ku, Tokyo(2)Name of the subject person
Takara Leben Infrastructure Fund Inc.
(3)Type of Share Certificates Pertaining to Purchase
Investment units(4)Number of Share Certificates to be Purchased
Type of Share
Certificates

Planned number of purchases

Investment units
Total

Lower limit of the number of Maximum number of shares toshares to be purchased

be purchased

278,671 (units)

179,219 (units)-(units)

278,671 (units)

179,219 (units)-(units)(5)Period for Purchase
From Thursday, September 29, 2022 to Friday, November 11, 2022 (30 business days)(6)Price of the Purchase
127,000 yen per unit of investment unit
2. Result of the purchase, Etc.
(1)Success or failure of the tender offer
In the Tender Offer, if the total number of subscribed share certificates is less than the minimum of the planned
number of shares to be purchased (179,219 units), it was conditioned on the Company not to purchase all of thesubscribed share certificates. However, the total number of subscribed share certificates (252,935 units) became theminimum of the planned number of shares to be purchased (179,219 units) or more, so the Company will purchase allof the subscribed share certificates as stated in the Public Notice of Commencement of Tender Offer and Tender Offer
Statement.
(2)Number of Share Certificates for which Purchase was madeInvestment units 252,935 units(3)Percentage of Shares Held after Purchase
91.37% (including 84.78% indirectly held through tender offerrs)(4)Commencement date of settlement
Friday, November 18, 2022

- 32 -

2[Others]
At the meeting of the Board of Directors of October 31, 2022, the interim dividends for the fiscal year under review wereresolved as follows.
(1)Total dividends ・・・437 Millions of yen(2)Amount per share・・・4.00 yen(3)Effective date of claims and payment commencement date・・・December 6, 2022
(NOTE)Payments will be made to shareholders of record as of September 30, 2022.

- 33 -

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

- 34 -

Independent Auditors' Quarterly Review Report
November 14, 2022

MIRARTH HOLDINGS, Inc.
To the Board of Directors
Grant Thornton Taiyo LLC.
Tokyo Office
Designated Limited
Certified Public
Liability Partners
Accountant
Managing Partner

Tooru Yurue

Designated Limited
Certified Public
Liability Partners
Accountant
Managing Partner

Takafumi Shimokawa

Auditor's conclusion
Pursuant to the provisions of Article 193-2-1 of the Financial Instruments and Exchange Act, we reviewed the quarterly
consolidated financial statements of MIRARTH HOLDINGS, Inc. (formerly Takara Leben Co., Ltd.) for the second quarter of the
fiscal year from April 1, 2022 to March 31, 2023 (July 1, 2022 to September 30, 2022) and Second Quarter Consolidated Cumulative
Period (April 1, 2022 to September 30, 2022), i.e., the quarterly consolidated balance sheets, Quarterly Consolidated Statements ofIncome, Quarterly Consolidated Statements of Comprehensive Income, quarterly consolidated statements of cash flows and notes
thereto, which are listed in the "Accounting" section.
In our quarterly review, we did not believe, in all material respects, that the quarterly consolidated financial statements referred toabove present fairly, in all material respects, the financial position of MIRARTH HOLDINGS, Inc. (formerly Takara Leben Co., Ltd.)and its consolidated subsidiaries as of September 30, 2022, and the results of their operations and their cash flows for Second Quarter
Consolidated Cumulative Period then ended in conformity with accounting principles 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 theprofessional ethics regulations of our country, and we are responsible for the ethical conduct of Others as an auditor. We believe thatthe evidence supporting the statements is available.
Highlights
As described in Significant Subsequent Events, Green Energy LLC, which is scheduled to become a consolidated subsidiary of theCompany, decided to acquire the investment units of Takara Leben Infrastructure Fund Inc. through a tender offer on September 28,
2022, and this tender offer was terminated on November 11, 2022.
This matter does not affect our conclusion.
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 accordancewith 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 presentationof 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 toprepare the quarterly consolidated financial statements based on the going concern assumption, and disclosing matters related to agoing concern in accordance with the standards for preparing quarterly consolidated financial statements generally accepted in Japan.
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.

- 35 -

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 thequarterly review report based 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, make judgments as an professional expert and conduct the following with professional skepticism:
・ Questions, analytical procedures, and Others quarterly review procedures mainly for management, finance, and accountingrelated persons. The quarterly review procedures are limited compared with the procedures for auditing the financial statements
for the fiscal year conducted in accordance with 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 the standards 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 agoing 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 not appropriate,
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 as a going concern.
・ Evaluate whether the presentation and Details of the quarterly consolidated financial statements, including the related notes, andthe matters which cause the Company to believe that the quarterly consolidated financial statements do not fairly present thetransactions and accounting events underlying the quarterly consolidated financial statements, as well as whether the matterswhich cause the Company to believe are not in accordance with 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 thequarterly 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 of auditors on the scope of the planned quarterly review and the timing of its
implementation, as well as important findings in the quarterly review.
The auditors shall report to the auditors and the board of auditors on compliance with the provisions on professional ethics in ourcountry regarding independence, matters that are reasonably likely to affect the auditor's independence, and Details of safeguards toeliminate or mitigate any impediments.
Interests
The Company and Consolidated Subsidiaries have no interest in the Auditing Corporation or Operating Partners that should bestated pursuant to the provisions 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.

- 36 -