Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

July 31, 2024

Consolidated Financial Results
for the First Three Months of Fiscal Year Ending March 31, 2025
(Under IFRS)

Company name: Members Co., Ltd.
Listing:
Tokyo Stock Exchange
Securities code:
2130
URL:
https://www.members.co.jp/
Representative:
Akihiko Takano, Representative Director and President
Inquiries:
Shinya Yonezawa, Executive Officer and General Manager of Business Platform Department
Telephone:+81-3-5144-0660―
Scheduled date to commence dividend payments:
Preparation of supplementary material on financial results:
Yes
Holding of financial results briefing:
None(Yen amounts are rounded down to millions, unless otherwise noted.)

1. Consolidated financial results for the first three months of fiscal year ending March 31, 2025 (from April
1, 2024 to June 30, 2024)(1) Consolidated operating results (cumulative)
RevenueThree months ended(Percentages indicate year-on-year changes.)

Operating profit

Millions of yen%

Millions of yen

Profit before tax%

ProfitMillions of yen%

Millions of yen%

June 30, 2024

5,035

11.9

(492)

―

(486)

―

(337)

―

June 30, 2023

4,498

17.4

(562)

―

(548)

―

(389)

―

Profit attributable toowners of parent
Three months ended

Millions of yen

Total comprehensive
income%Millions of yen

Basic earnings
per share%

Diluted earnings
per share
Yen

Yen

June 30, 2024

(337)

―

(316)

―

(26.45)(26.45)June 30, 2023

(389)

―

(389)

―

(29.71)(29.71)(2) Consolidated financial position
Total assets
As ofEquity attributable toowners of parent

Total equity

Ratio of equity
attributable to owners ofparent to total assets

Millions of yen

Millions of yen

Millions of yen

June 30, 2024

10,858

5,225

5,225

48.1

%

March 31, 2024

11,527

5,934

5,934

51.5

2. Cash dividends
Annual dividends per shareFirst quarter-end

Second quarter-end

Yen

Fiscal year ended
March 31, 2024
Fiscal year ending
March 31, 2025―

Third quarter-end

Fiscal year-end

Total

Yen

Yen

Yen

Yen

0.00

―

31.00

31.00

―

32.00

32.00

―

Fiscal year ending
March 31, 2025
0.00
(Forecast)
Note: Revisions to the forecast of cash dividends most recently announced: None

3. Consolidated earnings forecast for the fiscal year ending March 31, 2025 (from April 1, 2024 to March(Percentages indicate year-on-year changes.)31, 2025)
Revenue

Operating profit

Profit before tax

Millions of yen%

Millions of yen

First half(cumulative)

10,950

13.9

(550)

―

(550)

―

(400)

―

Full year

23,230

13.5

200

379.4

180

31.7

150

18.6

Profit attributable toowners of parent
Millions of yen

First half(cumulative)(400)

Millions of yen%

Millions of yen

Basic earnings
per share%―%

ProfitYen(30.70)

Full year
150
18.6
11.51
Note: Changes from the latest financial forecast: None
1. The above consolidated earnings forecast is based on IFRS.
2. “Basic earnings per share” was calculated based on the average number of shares in FY 3/2024 (13,028,540).

%

* Notes(1) Significant changes in the scope of consolidation during the period: None
Newly included: ―Excluded:―(2) Changes in accounting policies and changes in accounting estimates(i) Changes in accounting policies required by IFRS: None(ii) Changes in accounting policies due to other reasons: None(iii) Changes in accounting estimates: None
(3) Number of issued shares (ordinary shares)(i)

Total number of issued shares at the end of the period (including treasury shares)
As of June 30, 2024

13,421,700 shares

As of March 31, 2024

13,421,700 shares(ii) Number of treasury shares at the end of the period
As of June 30, 2024

654,512 shares

As of March 31, 2024

654,512 shares(iii) Average number of shares outstanding during the period (cumulative from the beginning of the fiscal
year)
Three months ended June 30, 2024

12,767,188 shares

Three months ended June 30, 2023

13,110,372 shares* Review of the Japanese-language originals of the attached consolidated quarterly financial statements bycertified public accountants or an audit firm: None
* Proper use of earnings forecasts, and other special matters(Notes regarding the description, etc. related to the future)
The descriptions about the future, such as the business forecast, in this document are based on the information the company has obtainedso far and certain assumptions that are considered reasonable, and our company does not guarantee that the results will be as forecasted.
There is a possibility that actual business performance, etc. will be considerably different from the forecast due to various factors. For
the assumptions for the earnings forecast, notes for the use of the forecast, etc., please refer to “1. Overview of Business Results, (3)Explanation Regarding the Future Forecast Information such as Consolidated Earnings Forecast” on the Appendix.
(How to obtain the material for supplementary explanations on financial results and the contents of the session for briefing financial
results)
The English material for supplementary explanations on financial results will be uploaded to the website of our company on Wednesday,
August 7, 2024.

○Table of contents of the appendix
1.

2.

Overview of Business Results……………………………………………………………………………………………...

2(1) Overview of Business Results for the Current Quarter…………………………………………………….….………

2(2) Overview of Financial Standing for the Current Quarter……………………………………………….…….……….

5(3) Explanation Regarding the Future Forecast Information such as Consolidated Earnings Forecast………………………

5

Summary of Consolidated Financial Statements and Major Notes………………………………………………………….

6(1) Summary of Quarterly Consolidated Balance Sheets…………………………………………………………………….

6(2) Summary of Quarterly Consolidated Statements of Income………………………………………………………………

8(3) Summary of Quarterly Consolidated Statements of Comprehensive Income……………………………………………

9(4) Summary of Quarterly Consolidated Statements of Changes in Equity…………………………………………………

10(5) Summary of Quarterly Consolidated Statements of Cash Flows…………………………………………………………

11(6) Notes to Summary of Consolidated Financial Statements………………………………………………………………

12(Segment Information) ……………………………………………………………………………………………………

12(Notes of Going Concern Assumption) ……………………………………………………………………………………

12(Significant Subsequent Events) …...………………………………………………………………………………………

12

- 1 -

1. Overview of Business Results(1) Overview of Business Results for the Current Quarter
Management’s Explanation and Analysis of Business Results
Due to the climate change caused by global warming, severe natural disasters have been occurring frequently all over the world. The
28th Conference of the Parties to the United Nations Framework Convention on Climate Change (COP28) was held in Dubai, United
Arab Emirates (UAE) from November 2023. The adopted decision document clearly states that greenhouse gases such as carbon dioxide,
which are the main cause of global warming, need to be reduced by 43% by 2030 and 60% by 2035 compared to 2019 levels, in orderto achieve the goal of limiting global warming to 1.5 degrees Celsius. An increasing number of countries and regions are declaring
carbon neutrality, meaning that emissions of greenhouse gases are virtually zero. As it is believed that the success or failure of efforts
toward GX (*1) is directly linked to the competitiveness of companies and, by extension, the nation, the Japanese government enacted
the GX Promotion Act. The act aims to concurrently achieve three things: decarbonation, stable energy supply, and economic growththrough such initiatives as switching to carbon-free power sources and making GX investments of 150 trillion yen in the public andprivate sectors. Companies are expected to make the most of digital technologies in order to accelerate corporate transformations forcontinuous value creation and to facilitate decarbonization and resolution of societal issues.
The Japanese domestic DX (digital transformation) market is predicted to expand from 3,483.8 billion yen in 2022 (actual) to 8,035
billion yen in 2030, backed by booming corporate digital investment (Market Edition of 2024 Future Prospects of the Digital
Transformation Market published by Fuji Chimera Research Institute, Inc. on March 7, 2024). On the other hand, each company ishaving difficulty to recruit and internally train creative personnel who are versed on the Internet and digital technology, and such
personnel shortage is now a huge hurdle to digitalization. According to the DX Trends 2024, more than 80% of Japanese companies
answered that they lack both the quality and quantity of human resources to promote DX. In particular, the percentage of respondents
who answered that there is a "significant shortage" in either the quality or quantity of human resources has increased compared to theprevious year, indicating that the shortage of human resources is becoming more serious as DX initiatives are promoted (DX Trend 2024
issued by Information-technology Promotion Agency, Japan (IPA) on June 27, 2024).
Under such circumstances, we uphold our mission to “create a spiritually rich society through ‘MEMBERSHIP’” and aim to convert
our client companies’ management style, marketing activities, services, and products into “Sustainable Ones for the Earth and Society”
with the client companies through our support to clients’ DX to realize GX.
<Business Overview>
From the current first quarter consolidated accounting period, our company has reorganized its headquarters and specializedcompanies into four business areas: "Production/UIUX," "Digital Marketing," "Digital Service Development," and "Data" in line with
the DX needs of our client companies. In each business area, we have a model named “DGT (Digital Growth Team)” in which three ormore digital creators with various specialized skills form a customer-dedicated team, and we work together with customers to improvetheir DX projects. We aim to expand the scale of transactions for each client company.
In addition, from the first quarter of the current consolidated accounting period, we have been promoting our business based on a"strategy for medium-term growth." The fiscal year ending March 2025 as the first year as a time to solidify the foundation and rebuild
our business foundation in order to achieve high profits and a high growth rate by the fiscal year ending March 2027.
<Overview of Consolidated Financial Statements>
For the first quarter of the current consolidated term, revenue was 5,035 million yen (up11.9% from the same quarter of the previous
fiscal year), operating loss was 492 million yen (operating loss of 562 million yen in the same quarter of the previous fiscal year), loss
before income taxes was 486 million yen (loss before income taxes of 548 million yen in the same quarter of the previous fiscal year),and loss attributable to the owners of the parent was 337 million yen (loss attributable to the owners of the parent of 389 million yen in
the same quarter of the previous fiscal year).
The scale of transactions with existing customers is expanding, and sales revenue increased by 11.9% compared to the same quarterof the previous year, and added-value sales, an important indicator (sales from internal resources after subtracting outsourcing andpurchasing from sales revenue), were 4,814. million yen, an increase of 12.7% compared to the same quarter of the previous year, setting
a new record high for the first quarter of the consolidated cumulative period.
The growth rate of added-value sales was lower than the rate of increase in personnel due to new graduate employees joining thecompany, and the gross profit margin decreased compared to the same quarter of the previous year. However, cost control measures suchas curbing mid-career recruitment and streamlining investment in education were thoroughly implemented. As a result, the ratio of
selling, general and administrative expenses to sales revenue has improved, resulting in operating loss of 492 million yen, an
improvement of 69 million yen compared to the same quarter of the previous year.
The main strategies set forth in "Strategies for medium-term growth" and the related KPI trends at the end of the first quarter are as
follows.
1. Recovery of profitability and establishment of highly profitable business
In April 2024, 411 new graduates joined the company, but from 2025 onwards, we will improve the ratio of new graduates in our humanresources portfolio by keeping the number of new graduates hired within the growth rate of added-value sales. At the same time, we- 2 -will strive to increase “operating rate of existing creators excluding first and second years new graduates” with the following measures:
thoroughly implementing profit-oriented management across the group, curbing mid-career recruitment until utilization rates reach an
appropriate level, and optimizing staffing. Through these efforts, we will decrease the number of underutilized digital creators to theminimum and thereby increase gross profit margin. By focusing on the KPIs, we aim to restore profitability and secure the ratio of
operating profit to 5%, and 10% gradually.
KPI
・Operating rate of existing creators excluding first and second
years new graduates
・Gross profit margin (Consolidated)

Result on current first quarter
80.0% (3.6 point down year on year)
13.8% (2.0 point down year on year)

As of the end of the first quarter, the number of digital creators was 2,851 (an increase of 369 from the end of the previous year), andthe number of existing digital creators, excluding first and second year graduates, was 1,897, an increase of 244 from the same quarterof the previous year (an increase rate of 23.0%). The KPI, the operating rate of existing employees excluding first and second year new
graduates, and the gross profit margin decreased compared to the same quarter of the previous year, but the gap between the rate ofincrease in personnel and the growth rate of added-value sales is decreasing as expected.
2. Establishment of high growth businessIn parallel with the above measures, we will aim to raise the growth rate of added value sales to more than 20% by strongly promoting
the following two points.
1) Drastically strengthen service strategy
We will clarify the services that will maximize our strengths as a group and evolve our services to our main customers through crossselling within our business areas, leading to business expansion in the four business areas: "Production/UIUX," "Digital Marketing,""Digital Service Development," and "Data" based on the DX initiatives of our client companies. We will pursue business expansion by
evolving our services to our main customers through cross-selling among the business areas. We will also strengthen accountmanagement across business areas for our major customers and strongly promote the maximization of sales revenue for each existingclient. Through this initiative, we will increase the number of large-scale clients with an annual transaction amount of 100 million yen
or more.
KPI・Added-value sales per DGT client・Annual sales revenue per client (Number of client company
with whom we transact 100 million yen or more)

Result on current first quarter
27.56 million yen (6.4 point down year on year)
46 companies (estimate) (same as the end of
previous year)

Due to the increase in the number of new client companies in the previous fiscal year, added-value sales per DGT company decreasedin the first quarter, but added-value sales per company of the top 50 DGT companies was 60.87 million yen (up 12.4% compared to thesame quarter of the previous year), showing a steady growth. In the current consolidated fiscal year, we will focus on increasing sales
revenue per company, and will further focus on building relationships with customers in order to increase the number of client companies
with the sales over 100 million yen annually.
2) Acquisition of a position to support customer's DX in-house production
As our client companies' efforts to in-house DX are making great progress, we have been providing services focusing on the "execution
and operation" phase. From now on, by leveraging the strengths we have cultivated in the phase of our supporting client companies’
business with our UI/UX design and agile development capabilities, we will focus more on services in the "execution planning andpromotion" phase. By doing so, we will change our positioning in which our digital creators can work together with our clients closelyat each phase in order to contribute to maximizing the effects of our customers' DX investments. In order to achieve these, we strengthen
the development of specialized skills, including for PMO personnel (*2), who will be responsible for overall project management suchas project progress, quality and budget management, and project team personnel coordination. In addition, we will strengthen thedevelopment of not only specialized technical skills but also business skills and competencies, with the aim of producing a large numberof digital human resources who are the best in the industry and can accompany the improvement of customer companies' DX sites.
KPI
・Sales price per digital creator
・Number of PMO personnel

Result on current first quarter
884,919 yen (2.8% more year on year)
104 (37 more from the end of previous year)

Although added-value sales per creator decreased compared to the same quarter of the previous year due to an increase in the numberof first- and second- year new graduates, unit sales prices rose due to expansion in high-price areas such as specialized companies. In
addition, the training of PMO human resources, which we are focusing on, has increased by 37 people compared to the end of theprevious fiscal year, and we are making steady progress toward our goal of 120 people at the end of March 2025 and 385 people at the- 3 -end of March 2027.
3) Investment for future
In order to achieve further growth and realize our mission and vision, we are working to establish a decarbonized DX (*3) businessand develop decarbonized DX human resources who can support the establishment of the foundation for sustainable management ofclient companies.
During the first quarter of the current consolidated cumulative period, the decarbonized DX Company's added-value sales increased
compared to the same quarter of the previous year. The GX market is rapidly expanding due to the effects of rapid climate change andinternational situations, and we predict that the need for decarbonized DX human resources who have both GX literacy and digital skills
will increase at an accelerating pace. We aim to further develop and produce decarbonized DX human resources over the next three
years.
We will restrict new graduate and mid-career hiring, and at the same time focus our efforts on increasing operating rates and transition
to a profit-making phase. Through this, we aim to achieve an operating profit margin of 5% in the fiscal year ending March 2026 and
10% in the fiscal year ending March 2027, establishing a highly profitable business.
In the medium-to-long term, we aim to further grow added-value sales by developing services in four businesses in the DX support
field for client companies and establishing a position in supporting DX in-house production, with a high growth rate of over 20%.
By steadily implementing the above policies, we aim to achieve a value-added sales growth rate of 25% and an operating profit marginof 10% in the fiscal year ending March 2027.
We believe that digital investment by companies will accelerate further, and at the same time, the shortage of IT/digital humanresources will further expand, against the backdrop of further evolution of digital technology, the global effort toward decarbonization,and decline in population in Japan. Under such environment, we will continue to work on expanding our human capital by heightening
skills and work engagement of our digital creators, who are the source of value creation for customers. We aim to lead social change
together with our clients through DX support for client companies.
(*1) GX (Green Transformation): This refers to the transformation for utilizing clean energy while avoiding the use of fossil fuels asmuch as possible and activities aimed at achieving this goal. The Ministry of Economy, Trade and Industry believes that efforts to achievecarbon neutrality by 2050 and the national greenhouse gas emission reduction target by 2030 are opportunities for economic growth anddefines GX as the transformation of entire economic and social system toward the goal of reducing emissions and improving industrial
competitiveness.
(*2) PMO (Project Management Office): Refers to a department or system that supervises project management across departmental
boundaries in order to smoothly advance projects in companies and organizations. The PM (Project Manager) is in a position to oversee
the project and make various decisions, and the PMO supports the PM in project management by collecting information and coordinatingwith related parties so that the PM can make decisions smoothly.
(*3) Decarbonization DX: Refers to the use of the power of digital technology to realize a "decoupling model" that continues economic
growth while reducing GHG (Greenhouse Gas = greenhouse gases such as carbon dioxide and methane) emissions.

- 4 -(2) Overview of Financial Standing for the Current Quarteri)Status of Assets, Liabilities, and Shareholders’ Equity
The total assets at the first quarter of the current consolidated term were 10,858 million yen (down 668 million yen from the end of
the previous consolidated fiscal year). This is primarily due to an increase of 178 million yen in other current assets, 156 million yen
in deferred tax assets, 115 million yen in rights to use as assets, and 30 million yen in inventory assets, along with a decrease of 853
million yen in trade receivables and other receivables, and 346 million yen in cash and cash equivalents.
Total liabilities stood at 5,633 million yen (up 40 million yen from the end of the previous consolidated fiscal year). This was primarily
due to a decrease of 84 million yen in trade payables and other payables, and 54 million yen in income taxes payable, along with anincrease of 136 million yen in lease liabilities, 17 million yen in other current liabilities, 14 million yen in contract liabilities, and 12
million yen in allowance.
Total equity was 5,225 million yen (down 709 million yen from the end of the previous consolidated fiscal year). This was primarily
due to a decrease of 733 million yen in retained earnings.
ii)Status of Cash FlowsThe cash and cash equivalent (hereinafter referred to as “funds”) at the end of the first quarter of the current consolidated term was
3,430 million yen, down 346 million yen from the end of the previous consolidated fiscal year. The status of each cash flow for the firstquarter and the factors behind them are as follows.
(Cash Flows from Operating Activities)
The funds acquired during the first quarter as a result of operating activities amounted to 169 million yen (117 million yen used during
the same quarter of the previous year). The income was mainly from a decrease of 867 million yen in trade and other receivables, 166
million yen in depreciation and amortization while the expenditure was mainly from 486 million yen in loss before income taxes, 225
million yen in others, and a decrease of 105 million yen in trade and other payables.
(Cash Flows from Investing Activities)
The funds used during the first quarter as a result of investing activities amounted to 22 million yen (23 million yen used in the samequarter of the previous year). The expenditure was mainly from 15 million yen in purchase of property, plant and equipment.
(Cash Flows from Financing Activities)
The funds used during the first quarter as a result of financing activities amounted to 494 million yen (430 million yen used in the samequarter of the previous year). The expenditure was mainly from 374 million yen as dividends paid and 119 million yen in expenditure
for the repayment of lease liabilities.
(3) Explanation Regarding the Future Forecast Information such as Consolidated Earnings Forecast
There are no changes in the consolidated earnings forecast for the cumulative second quarter of FY 3/2025 as well as the entire fiscal
year, announced on May 10, 2024.
(Regarding the Dividend Forecast)
From the point of enhancing the return of profits to all of our shareholders and further increasing enterprise value, we will retain
earnings in preparation for new business investment for long-term profit growth and the expansion in business activities, as well as set
a fundamental policy of the distribution of profits according to the improvement of business results and a continuous increase in thedividend amount. Our medium-term target of an equity dividend ratio attributable to owners of the consolidated parent company is about
5%.
After comprehensively taking into account of the DOE and dividend payout ratio, the term-end dividend for FY 3/2025 is planned to
be 32.00 yen.

- 5 -

2. Summary of Consolidated Financial Statements and Major Notes(1) Summary of Quarterly Consolidated Balance Sheets[unit: thousand yen]Previous consolidated
accounting year
(Mar. 31, 2024)

1st quarter of the current
consolidated accounting year
(Jun. 30, 2024)

AssetsCurrent assets
Cash and cash equivalents

3,776,990

3,430,507

3,847,649
38,8972,994,510
69,133

Other financial assets
Other current assets

2,496
299,828

2,496
478,514

Total current assets

7,965,861

6,975,162

Tangible fixed assets
Rights to use as assets

325,710950,275

343,543
1,066,030

Goodwill
Intangible assets

116,115
7,681

116,115
10,256

1,739,644
419,105

1,762,808
576,029

Trade receivables and other receivables
Inventory assets

Non-current assets

Other financial assets
Deferred tax assets
Other non-current assets

2,692

8,784

Total non-current assets

3,561,225

3,883,568

11,527,087

10,858,731

Total assets- 6 -[unit: thousand yen]Previous consolidated
accounting year
(Mar. 31, 2024)

1st quarter of the current
consolidated accounting year
(Jun. 30, 2024)

Liabilities and shareholders’ equity
Liabilities
Current liabilities
Lease liabilities
Trade payables and other payables

439,620
1,119,772

480,157
1,034,899

Income taxes payable
Contract liabilities

96,825
4,816

42,016
19,270

Other current liabilities

3,427,062

3,444,313

Total current liabilities

5,088,097

5,020,658

276,211372,045

228,069

240,462

Non-current liabilities
Lease liabilities
Allowance
Total non-current liabilities

504,280

612,508

5,592,377

5,633,166

1,057,867
393,069(698,155)

1,057,867
396,141(698,155)

Total equity attributable to owners of the parent

5,934,709

5,225,565

Total shareholders’ equity

5,934,709

5,225,565

11,527,087

10,858,731

Total liabilities
Shareholders’ equity
Capital stock
Capital surplus
Treasury shares
Other components of equity

160,985

Retained earnings

5,020,941

Total liabilities and equity- 7 -182,300

4,287,410

(2) Summary of Quarterly Consolidated Statements of Income[unit: thousand yen]
1Q FY2024(Apr. 1, 2023 to Jun. 30, 2023)

1Q FY2025(Apr. 1, 2024 to Jun. 30, 2024)

Revenue

4,498,469

5,035,233

Cost of sales

3,786,278

4,338,752

Gross profit

712,191

696,4811,275,150
2,240

1,188,348
1,840

1,956

2,860

(562,674)
18,343(492,887)
10,905

Selling, general and administrative expenses
Other income
Other expenses
Operating profit (loss)
Finance income
Finance costs

3,771

4,282

Profit (loss) before income taxes(548,102)(486,264)

Income taxes(158,606)(148,516)

Profit (loss) for the period(389,496)(337,748)

Profit (loss) attributable to
Owners of parent(389,496)(337,748)(389,496)(337,748)(29.71)(29.71)(26.45)(26.45)

Net profit (loss)
Earnings per share
Basic earnings (loss) per share (yen)Diluted earnings (loss) per share (yen)- 8 -(3) Summary of Quarterly Consolidated Statements of Comprehensive Income[unit: thousand yen]
1Q FY2024(Apr. 1, 2023 to Jun. 30, 2023)

1Q FY2025(Apr. 1, 2024 to Jun. 30, 2024)(389,496)(337,748)

Financial assets measured at fair value through othercomprehensive income

180

21,314

Total items that will not be reclassified to profit or loss

180

21,314180

21,314Comprehensive income total(389,316)(316,433)

Comprehensive income attributable to
Owners of parent(389,316)(316,433)(389,316)(316,433)

Profit (loss) for the period
Other comprehensive income
Items that will not be reclassified to profit or loss

Other comprehensive income after tax

Comprehensive income- 9 -(4) Summary of Quarterly Consolidated Statements of Changes in Equity
Consolidated first quarter of the prior fiscal year ended March 2024 (Apr. 1, 2023 to Jun. 30, 2023)[unit: thousand yen]
Equity attributable to owners of parent
Capitalstock
Balance on April 1, 2023

Capitalsurplus

Other
components ofequityTreasurysharesRetainedearnings

Total
EquityTotal

1,017,504

342,670(300,140)

30,8455,275,424

6,366,305

6,366,305

Profit (loss) for the period

－

－

－

－

(389,496)(389,496)(389,496)

Other comprehensive income

－

－

－

180

－

180

180

－

－

－

180

(389,496)(389,316)(389,316)

Total comprehensive income
Exercise of share acquisition rights

40,19740,197－(8,102)－

72,29372,293

Share-based compensationtransactions

－

2,831

－

－

－

2,831

2,831

Issuance of share acquisition rights

－

－

－

195

－

195

195

Expiration of share acquisitionrights

－

－

－

(700)

700

－

－

Dividends

－

－

－

－

(392,585)(392,585)(392,585)

40,19743,028－(8,606)(391,885)(317,265)(317,265)

1,057,702

385,699(300,140)

22,4204,494,042

5,659,723

5,659,723

Total transactions with owners
Balance on June 30, 2023

Consolidated first quarter of the current fiscal year ending March 2025 (Apr. 1, 2024 to Jun. 30, 2024)[unit: thousand yen]
Equity attributable to owners of parent
Capitalstock
Balance on April 1, 2024

Capitalsurplus

Other
components ofequityTreasurysharesRetainedearnings

Total

Total
Equity1,057,867

393,069(698,155)

160,985

5,020,941

5,934,709

5,934,709

Profit (loss) for the period

－

－

－

－

(337,748)(337,748)(337,748)

Other comprehensive income

－

－

－

21,314－

21,314

21,314

Total comprehensive income

－

－

－

21,314(337,748)(316,433)(316,433)

Share-based compensationtransactions

－

3,071

－

－

－

3,071

3,071

Dividends

－

－

－

－

(395,782)(395,782)(395,782)

－

3,071

－

－

(395,782)(392,710)(392,710)

1,057,867

396,141(698,155)

182,300

4,287,410

5,225,565

5,225,565

Total transactions with owners
Balance on June 30, 2024

- 10 -

(5) Summary of Quarterly Consolidated Statements of Cash Flows[unit: thousand yen]
1Q FY2024(Apr. 1, 2023 to Jun. 30, 2023)

1Q FY2025(Apr. 1, 2024 to Jun. 30, 2024)

Profit (loss) before income taxes
Depreciation and amortization(548,102)
128,606(486,264)
166,522

Finance income
Finance costs(18,343)
3,160(10,905)
4,282(Increase) decrease in inventories(Increase) decrease in trade and other receivables(16,230)
529,388(30,235)
867,714

Increase (decrease) in trade and other payables
Other(238,198)
192,644(105,502)(225,969)

32,925

179,642(2,693)(147,289)
28(2,933)(6,910)－(117,028)

169,798(23,668)－(15,220)

656－

Cash flows from operating activities

SubtotalInterest paid
Income taxes paid
Income taxes refund
Cash flows from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from collection of leasehold deposits andguarantee deposits
Payments for leasehold deposits and guarantee deposits(3,140)

－

(572)

－

(3,139)(23,012)(22,072)(117,315)
195
72,293(119,442)－－

Dividends paid

(385,250)(374,767)

Cash flows from financing activities

Other
Cash flows from investing activities
Cash flows from financing activities
Repayments of lease liabilities
Proceeds from issuance of share acquisition rights
Proceeds from exercise of share acquisition rights(430,077)(494,209)

Net increase (decrease) in cash and cash equivalents(570,118)(346,483)

Cash and cash equivalents at beginning of period

4,479,967

3,776,990

Cash and cash equivalents at end of period

3,909,848

3,430,507- 11 -

(6) Notes to Summary of Consolidated Financial Statements(Segment Information)
As our group has a single segment, the online business support business, segment information has been omitted.
(Notes on Going Concern Assumption)
There is no related information.
(Significant Subsequent Events)(Issuance of performance-linked share acquisition rights)
At a meeting of the Board of Directors held on July 19, 2024, we resolved to issue share acquisition rights ("Share Acquisition
Rights") to our directors (excluding outside directors), executive officers and employees pursuant to Articles 236, 238 and 240 of
the Companies Act. In consideration of the impact on share dilution, treasury shares will be allocated for the Share Acquisition
Rights. However, if there is a shortage of treasury shares to be allocated to the share acquisition rights, our company may acquire
treasury shares or issue new shares, according to the situation.
I. Purpose and Reason for Offering Share Acquisition Rights
Our company intends to issue share acquisition rights to our directors (excluding outside directors), executive officers, andemployees for a fee in order to raise their motivation and morale and to further increase their commitment to the expansion of ourcompany's business performance as we aim to further increase our corporate value over the medium to long term. These rights set a
performance determination level that allows the holder to exercise 100% of the rights if the audited consolidated income statement of
the company for any of the business years ending in March 2025, 2026, 2027, or 2028 achieves an operating profit of 3,000 million
yen. The reason why we use operating profit as an indicator is that we consider this as one of the important management indicators.
Ⅱ. Terms and Conditions of Issuance of Share Acquisition Rights
1.

Number of share acquisition rights
60,780 shares

2.

The issue price per share acquisition right
140 yen (14 yen per share)

3.

Details of the Share Acquisition Rights(1) Class and number of shares to be issued upon exercise of the share acquisition rights
Common share: 607,800 shares
The number of shares to be issued upon exercise of one (1) share acquisition right (hereinafter referred to as the “Numberof Granted Shares”) shall be ten (10) shares of common share of our company.
(2) Value or calculation method of assets to be contributed upon exercise of share acquisition rights
The value of the assets to be contributed upon exercise of the Share Acquisition Rights shall be the amount to be paidin per share that can be delivered upon exercise of the Share Acquisition Rights (the "Exercise Price") multiplied by the
number of shares granted. The Exercise Price shall be 935 yen, which is the closing price of our company's share on theTokyo Stock Exchange on the day before the Board of Directors' resolution regarding the issuance of these equity warrants.
(3) Period during which share acquisition rights may be exercised
The period during which the share acquisition rights may be exercised (the "Exercise Period") shall be from July 1, 2025
to June 30, 2029 (or, if June 30, 2029 is not a business day for banks, the business day immediately preceding it shall be
the last day of the exercise period).
(4) Matters concerning the increase in capital and capital reserve(i)
The amount of capital to be increased in the event of the issuance of shares upon exercise of the SARs shall behalf of the maximum amount of increase in capital, etc., as calculated in accordance with Article 17, Paragraph
1 of the Corporate Calculation Regulations. In case the calculation results in a fraction of less than 1 yen, it
shall be rounded up.
(ii)
The amount of capital reserve to be increased in the event of the issuance of shares upon the exercise of theshare acquisition rights shall be the amount obtained by subtracting the amount of capital to be increased as set
forth in (i) above from the maximum amount of increase in capital, etc. as set forth in (i) above.
(5) Restrictions on the acquisition of new share acquisition rights through transfer
The acquisition of new share acquisition rights through transfer shall require approval by resolution of the board of
directors.
(6) Conditions for the exercise of share acquisition rights(i)Each holder of the new share acquisition rights may exercise the rights during the exercise period (from thefirst day of the month following the date of submission of the annual securities report for the achievement- 12 -

(ii)
(iii)
(iv)

period to the last day of exercise period) up to the number of new share acquisition rights allocated to him/her,subject to the limit of the number of new shares set for each right and the percentage of the rights specified inadvance, provided that the audited consolidated income statement (or income statement, if consolidated
financial statements are not prepared) of our company included in the annual securities report submitted by ourcompany for the fiscal year ending in March 2025, 2026, 2027, or 2028 shows an operating profit of 3,000
million yen or more. However, in the event that there is a significant change in the concept of financial figures
to be referenced due to changes in applicable accounting standards, etc., our company's Board of Directors shalldetermine appropriate financial figures to be referenced within reasonable limits. In case the number of newshare acquisition rights that can be exercised results in a fraction of less than one unit, it shall be rounded down.
The exercise of the Share Acquisition Rights by the heirs of the holders of the Share Acquisition Rights shallnot be permitted.
The exercise of the new share acquisition rights shall not be permitted if it would result in the total number ofissued shares of our company exceeding the authorized number of shares at the time of exercise.
Exercise of less than one new share acquisition right shall not be permitted.

4.

Date of allocation of new share acquisition rights
August 30, 2024

5.

Matters Concerning Acquisition of Share Acquisition Rights(i)
In the event that a merger agreement in which our company becomes a dissolving company, a company split
agreement or plan in which our company becomes a splitting company, or a share exchange agreement or sharetransfer plan in which our company becomes a wholly owned subsidiary are approved at a general meeting ofshareholders (or resolved by the Board of Directors if approval at a general meeting of shareholders is not required),our company may acquire all of the Share Acquisition Rights free of charge on a date separately determined by our(ii)company's Board of Directors.
If a new share acquisition right becomes un-exercisable in accordance with the provisions of 3. (6) above before the
new share acquisition rights holder exercises the right, our company may acquire the new share acquisition right freeof charge.

6.

Rounding down of fractions resulting from the exercise of new share acquisition rights:
If there is a fraction of less than one share in the number of shares to be allocated to the holder of new share acquisition rights, it
shall be rounded down.

7.

Number of persons and number of new share acquisition rights allocated:
Two Directors, 21 Executive Officers, and 3,132 employees of our company,
Total: 3,155 people 60,780 share acquisition rights (607,800 shares)- 13 -