February 14, 2024
FOR IMMEDIATE RELEASE
Company name:
Representative:

Digital Arts Inc.
Toshio Dogu, Representative Director,President and CEO(Securities Code: 2326, TSE Prime Market)
Contact:
Fumihiko Tanizaki, General Manager,
Investor Relations Office
TEL: +81-3-5220-1670
Notice of Change (Share Transfer) in Consolidated Subsidiary (Specified Subsidiary)
Digital Arts Inc. (the “Company”) hereby announces that at the meeting held on February 14, 2024, the Board ofDirectors passed a resolution to transfer all shares of Digital Arts Consulting Inc. (headquartered in Chiyoda-ku,
Tokyo; Tadao Matsumoto, Representative Director and President; "Digital Arts Consulting"), a consolidated
subsidiary of the Company, held by the Company to CHANGE Holdings, Inc. (“CHANGE Holdings”) (the“Transfer”).
１．Reason for the Transfer
Digital Arts Consulting is a consulting firm established as a consolidated subsidiary of the Company in April
2016 for the purpose of improving sales of security products to large companies and raising the brand value. It has
achieved steady growth by providing one-stop services in IT strategy and security consulting and has made asignificant contribution to the initial purpose of its founding.
It is important for Digital Arts Consulting to grow its business by expanding its service lineup in the consulting
business. Digital Arts Consulting has entered a business phase in which securing human resources equipped withdiverse knowledge and skills and making an ongoing investment in human resources to strengthen the structure areneeded more than ever to achieve growth.
With this business condition, the Company considers that Digital Arts Consulting will be able to maximize its
business value by sharing the management resources of CHANGE Holdings, which already has an extensive service
lineup and human resources in its IT strategy and security consulting business and is also seeking further growth,and has decided on the Transfer.
The Company and Digital Arts Consulting will maintain a partnership (sales agency agreement) to share theirknowledge and resources developed in the sale of security products.
Since the previous fiscal year, the Company has been aiming to expand its business area, grow net sales andoperating profit, and further increase its operating margin by releasing a range of products to meet demand for total
security. It will consider using the fund gained through the Transfer as a source of investment in the acceleration ofgrowth as a comprehensive security provider, including the expansion of product lines, continuous functional
improvement of existing products, and promotional activities, with the aim of further growing its business.
The Medium-term Management Plan (fiscal year ending March 31, 2023, through fiscal year ending March 31,2025) announced on May 10, 2022, is currently being revised based on the Transfer. The Company will announce
the details of changes made to the plan as soon as they are determined.
2. Overview of the subsidiary whose shares are being transferred(1)Company name
Digital Arts Consulting Inc.
(2)
Address
1-5-1 Otemachi, Chiyoda-ku, Tokyo, Japan(3)
Representative
Tadao Matsumoto, Representative Director and President(4)
Business
IT strategy consulting, information security consulting, etc.
(5)
Share capital
73 million yen(6)
EstablishedApril 1, 2016
Major shareholders
Digital Arts Inc.: 91.86％(7)
and shareholding
Tadao Matsumoto: 6.56％
ratiosCapitalThe Company's consolidated subsidiary
relationship
Relationship between
Personal
Two Directors of the Company concurrently serve asthe listed company(8)
relationshipofficers of Digital Arts Consulting.
and the relevantcompany
Business
Having an outsourcing partnership
relationship(9)
Operating results and financial position of the company for the last three years
Accounting period
FY March 2021
FY March 2022
FY March 2023
Net assets
153 million yen
227 million yen
254 million yen
Total assets
280 million yen
365 million yen
534 million yen
Net assets per share
20,255.00 yen
29,892.49 yen
33,391.74 yen
Net sales
839 million yen
1,106 million yen
1,663 million yenOperating profit
46 million yen
106 million yen
25 million yen
Ordinary profit
47 million yen
108 million yen
33 million yen
Profit29 million yen
73 million yen
26 million yen
Profit per share
3,834.34 yen
9,637.50 yen
3,449.70 yen－－－
Dividend per share3. Overview of the transferee receiving the shares(1)
Company name
CHANGE Holdings, Inc.
(2)
Address
3-17-1 Toranomon, Minato-ku, Tokyo, Japan
Hiroshi Fukudome, Representative Director, Executive Officer, and(3)RepresentativePresident(4)
Business
NEW-IT Transformation Business, Public technology business(5)
Share capital
1,004 million yen(6)
Established
April 10, 2003
(7)
Net assets
39,888 million yen(8)
Total assets
43,488 million yen
SBI Holdings, Inc.: 30.32％
Major shareholders
The Master Trust Bank of Japan, Ltd. (Trust account): 9.88％(9)and shareholding
ratiosCustody Bank of Japan, Ltd. (Trust account): 6.28％
CapitalNot applicable.
relationship
Personal
Not applicable.
relationship
Relationships with the(10)listed company
Business
Not applicable.
relationship
Status as
Not applicable.
related party
4. Number of shares transferred, status of shareholding before and after acquisition, etc.
(1) Number of shares held before 7,000 shares(Number of voting rights: 7,000) (Ownership ratio of voting rights:
the transfer91.86%)(2) Number of shares to be 7,000 shares (Number of voting rights: 7,000)
transferred(3) Transfer price
2,296 million yen (equivalent to 91.86% of stock value of 25billion yen)
(4) Number of shares held after 0 shares(Number of voting rights: 0) (Ownership ratio of voting rights: - )the transfer
5. Schedule(1) Date of resolution by the Board of Directors(2) Date of contract(3) Date of share transfer

February 14, 2024
February 14, 2024
March 29, 2024 (plan)

6. Future outlook
For the impact of the Transfer on the Company’s consolidated financial results, please refer to the IR News,“Notice of Recording of Extraordinary Income and Revision of Full-year Consolidated Financial Results Forecast”
posted at the same time today.