Interim report
Page 1
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 29, 2026 Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) (Under Japanese GAAP) Company name: ValueCommerce Co., Ltd. Listing: Tokyo Stock Exchange Securities code: 2491 URL: https://www.valuecommerce.co.jp/en/ Representative: Jin Kagawa, Representative Director, President and CEO Inquiries: Masatomo Endo, Director of the Board, CFO Telephone: +81-3-5210-6688 Scheduled date to file interim securities report: August 6, 2026 Scheduled date to commence dividend payments: August 31, 2026 Preparation of supplementary material on financial results: Yes Holding of financial results briefing: Yes (for analysts and institutional investors) (Yen amounts are rounded down to millions, unless otherwise noted.) 1. Non-consolidated financial results for the six months ended June 30, 2026 (from January 1, 2026 to June 30, 2026) (1) Non-consolidated operating results (cumulative) (Percentages indicate year-on-year changes.) Net sales Operating income Ordinary income Net income Six months ended ¥ millions % ¥ millions % ¥ millions % ¥ millions % June 30, 2026 5,797 – -560 – -548 – -460 – June 30, 2025 – – – – – – – – Basic earnings per share Diluted earnings per share Six months ended ¥ ¥ June 30, 2026 -21.23 – June 30, 2025 – – Note: We previously disclosed consolidated financial results for the six months ended June 30, 2025, but beginning with the first quarter of the fiscal year ending December 31, 2026, we are disclosing financial results on a non-consolidated basis. Therefore, we have not included the operating results for the six months ended June 30, 2025 or the year-on-year changes for the same period of the previous fiscal year. (2) Non-consolidated financial position Total assets Net assets Equity-to-asset ratio Net assets per share As of ¥ millions ¥ millions % ¥ June 30, 2026 15,407 11,357 73.7 522.49 December 31, 2025 16,142 12,181 75.5 561.96 Reference: Equity As of June 30, 2026: ¥11,357 million As of December 31, 2025: ¥12,181 million
Page 2
2. Dividends Annual dividends per share Q1 Q2 Q3 Q4 Total ¥ ¥ ¥ ¥ ¥ FY2025 – 25.00 – 24.00 49.00 FY2026 – 8.00 FY2026 (Forecast) – 8.00 16.00 Notes: 1. Revisions to the forecast of dividends most recently announced: None 2. Regarding the dividend policy for the fiscal year ending December 31, 2026, we aim to implement stable dividends after comprehensively considering financial soundness and free cash flow. 3. Non-consolidated earnings forecasts for the fiscal year ending December 31, 2026 (from January 1, 2026 to December 31, 2026) (Percentages indicate year-on-year changes.) Net sales Operating income Ordinary income Net income Basic earnings per share ¥ millions % ¥ millions % ¥ millions % ¥ millions % ¥ Fiscal year ending December 31, 2026 14,400 -39.5 -700 – -700 – -800 – -36.91 Note: Revisions to the earnings forecasts most recently announced: None
Page 3
* Notes (1) Adoption of accounting treatment specific to the preparation of semi-annual non-consolidated financial statements: None (2) Changes in accounting policies, changes in accounting estimates, and restatement 1. Changes in accounting policies due to revisions to accounting standards and other regulations: None 2. Changes in accounting policies due to other reasons: None 3. Changes in accounting estimates: None 4. Restatement: None (3) Number of issued shares (common shares) shares shares 1. Total number of issued shares at the end of the period (including treasury shares) As of June 30, 2026 34,471,000 As of December 31, 2025 34,471,000 2. Number of treasury shares at the end of the period As of June 30, 2026 12,732,914 As of December 31, 2025 12,794,671 3. Average number of shares outstanding during the period (cumulative from the beginning of the fiscal year) Six months ended June 30, 2026 21,699,553 Six months ended June 30, 2025 21,665,820 * Interim financial results reports are exempt from review conducted by certified public accountants or an audit corporation. * Proper use of earnings forecasts, and other special matters (Caution regarding forward-looking statements and others) The forward-looking statements, including earnings forecasts, contained in these materials are based on information currently available to the Company and on certain assumptions deemed to be reasonable. Consequently, the statements herein do not constitute assurances regarding the Company’s actual results. Actual financial and other results may differ substantially from the statements herein due to various factors. Please refer to “1. Overview of operating results and others, (3) Information about non-consolidated earnings forecasts” on page 3 of the attached materials for the suppositions that form the assumptions for the earnings forecasts and cautions regarding the use of the earnings forecasts. (Means of access to supplementary material on financial results) The supplementary material on financial results will be available on the Company’s website.
Page 4
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 1 - ○Attached Material Index 1. Overview of operating results and others .................................................................................................. 2 (1) Overview of operating results for the interim period .......................................................................... 2 (2) Overview of financial positions for the interim period ....................................................................... 2 (3) Information about non-consolidated earnings forecasts ..................................................................... 3 2. Semi-annual non-consolidated financial statements and significant notes................................................ 4 (1) Semi-annual non-consolidated balance sheet ..................................................................................... 4 (2) Semi-annual non-consolidated statement of income .......................................................................... 5 (3) Semi-annual non-consolidated statement of cash flows ..................................................................... 6 (4) Notes to semi-annual non-consolidated financial statements ............................................................. 7 (Notes - Segment information) ........................................................................................................... 7 (Notes when there are significant changes in amounts of equity) ...................................................... 7 (Notes - Uncertainties of entity’s ability to continue as going concern) ............................................. 7 (Notes - Equity Method Income, etc.) ................................................................................................ 7
Page 5
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 2 - 1. Overview of operating results and others The Company has not prepared semi-annual non-consolidated financial statements for the second quarter of the previous fiscal year (cumulative), as it only prepared semi-annual consolidated financial statements. Therefore, we have not conducted a comparative analysis with the same period of the previous fiscal year. (1) Overview of operating results for the interim period During the second quarter of the current fiscal year (cumulative), the Japanese economy continued on a moderate recovery trajectory, supported by improvements in the employment and income environment. Although personal consumption showed signs of recovery, weakness remained in some areas. Furthermore, the outlook remains uncertain due to factors such as instability in the international situation, particularly in the Middle East, soaring raw material and energy prices, policy trends in the United States, including trade policy and fluctuations in financial and capital markets. In this environment, the Company focused on deriving correct information from a large amount of information and efficiently delivering that information to those who need it, based on its mission “Efficiently Connecting Accurate Information,” resulting in the following non-consolidated operating results. The provision of “StoreMatch” pay-per-click advertising, and “STORE’s R∞” CRM tool for stores in the online shopping mall operated by Yahoo Japan Corporation was terminated as of July 31, 2025, among other factors, resulting in a decrease in sales. For the second quarter of the fiscal year (cumulative), net sales were ¥5,797 million. Selling, general and administrative expenses were ¥2,564 million due to various cost-cutting measures, despite continued strategic investments and the recording of one-time expenses associated with the head office relocation. Operating loss was ¥560 million. Ordinary loss was ¥548 million. Net loss was ¥460 million due to the recording of gain on sale of non-current assets. Segment performance was as follows: (i) Marketing Solutions Business Marketing Solutions Business provides solutions that support attracting customers and promoting sales of commerce business operators. Its main service is that of “Affiliate Marketing” pay-per-performance advertising. During the second quarter of the fiscal year (cumulative), regarding “Affiliate Marketing,” although net sales were boosted mainly due to growth in the shopping category throughout the period, there have been changes in the advertising policies of some advertisers in the financial category. As a result, this segment attained net sales of ¥5,210 million and segment operating income of ¥542 million. (ii) Travel Tech Business Travel Tech Business provides solutions to attract customers to accommodation facilities and support DX. Its main services are “DYNA IBE,” an accommodation reservation system, and “DYNA PMS,” a hotel management system. During the second quarter of the fiscal year (cumulative), the contracts with certain hotel chains were reviewed. As a result, this segment attained net sales of ¥592 million and segment operating loss of ¥128 million. (2) Overview of financial positions for the interim period (i) The status of assets, liabilities and net assets Assets At the end of the second quarter of the fiscal year, total assets amounted to ¥15,407 million, a decrease of ¥735 million from the end of the previous fiscal year. Current assets amounted to ¥13,360 million, a decrease of ¥1,685 million from the end of the previous fiscal year. This was mainly due to decreases in cash and deposits of ¥1,013 million, accounts receivable - trade of ¥260 million and accounts receivable - other of ¥256 million.
Page 6
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 3 - Non-current assets amounted to ¥2,046 million, an increase of ¥949 million from the end of the previous fiscal year. This was mainly due to increases in facilities attached to buildings of ¥298 million, tools, furniture and fixtures of ¥270 million and investment securities of ¥345 million. Liabilities At the end of the second quarter of the fiscal year, total liabilities amounted to ¥4,049 million, an increase of ¥88 million from the end of the previous fiscal year. Current liabilities amounted to ¥3,850 million, an increase of ¥28 million from the end of the previous fiscal year. This was mainly due to an increase in other current liabilities of ¥315 million, despite decreases in accounts payable - trade of ¥62 million and accounts payable - other of ¥238 million. Net assets At the end of the second quarter of the fiscal year, total assets amounted to ¥11,357 million, a decrease of ¥823 million from the end of the previous fiscal year. This was mainly due to a decrease in retained earnings of ¥520 million as a result of a dividend of surplus and a decrease in retained earnings of ¥460 million as a result of the recording of net loss. (ii) Cash flows At the end of the second quarter of the fiscal year, the balance of cash and cash equivalents amounted to ¥10,013 million, a decrease of ¥1,013 million from the end of the previous fiscal year. The cash flows and their causes during the second quarter of the fiscal year (cumulative), are as follows. Cash flows from operating activities Net cash provided by operating activities amounted to ¥195 million, mainly due to loss before income taxes of ¥459 million. Positive factors include a decrease in accounts receivable - trade of ¥260 million, a decrease in accounts receivable - other of ¥256 million and income taxes refund of ¥157 million. Negative factors include a decrease in accounts payable - other of ¥228 million. Cash flows from investing activities Net cash used in investing activities amounted to ¥691 million, mainly due to purchase of property, plant and equipment of ¥598 million and purchase of investment securities of ¥159 million. Cash flows from financing activities Net cash used in financing activities amounted to ¥517 million, mainly due to dividends paid of ¥517 million. (3) Information about non-consolidated earnings forecasts The Company has not revised its non-consolidated earnings forecasts for the fiscal year ending December 31, 2026, as released in its “Consolidated Financial Results for the Fiscal Year Ended December 31, 2025 (Under Japanese GAAP)” of January 30, 2026.
Page 7
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 4 - 2. Semi-annual non-consolidated financial statements and significant notes (1) Semi-annual non-consolidated balance sheet (¥ millions) As of December 31, 2025 As of June 30, 2026 Assets Current assets Cash and deposits 11,026 10,013 Accounts receivable - trade 2,198 1,938 Prepaid expenses 211 194 Accounts receivable - other 1,400 1,144 Income taxes refund receivable 126 – Other 97 85 Allowance for doubtful accounts -15 -15 Total current assets 15,045 13,360 Non-current assets Property, plant and equipment Facilities attached to buildings, net – 298 Tools, furniture and fixtures, net – 270 Total property, plant and equipment – 569 Intangible assets Software – 30 Software in progress – 0 Total intangible assets – 30 Investments and other assets Investment securities 757 1,103 Other 477 481 Allowance for doubtful accounts -137 -137 Total investments and other assets 1,096 1,446 Total non-current assets 1,096 2,046 Total assets 16,142 15,407 Liabilities Current liabilities Accounts payable - trade 1,237 1,175 Accounts payable - other 2,303 2,065 Income taxes payable – 14 Other 280 595 Total current liabilities 3,821 3,850 Non-current liabilities Deferred tax liabilities 139 198 Total non-current liabilities 139 198 Total liabilities 3,961 4,049 Net assets Shareholders’ equity Share capital 1,728 1,728 Capital surplus 1,224 1,194 Retained earnings 20,427 19,446 Treasury shares -11,499 -11,442 Total shareholders’ equity 11,880 10,926 Valuation and translation adjustments Valuation difference on available-for-sale securities 300 431 Total valuation and translation adjustments 300 431 Total net assets 12,181 11,357 Total liabilities and net assets 16,142 15,407
Page 8
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 5 - (2) Semi-annual non-consolidated statement of income (¥ millions) Six months ended June 30, 2026 Net sales 5,797 Cost of sales 3,793 Gross income 2,003 Selling, general and administrative expenses 2,564 Operating loss -560 Non-operating income Gain on non-refundable commissions for publishers 0 Gain on the sale of businesses 10 Other 5 Total non-operating income 15 Non-operating expenses Loss on investments in investment partnerships 3 Foreign exchange losses 0 Other 0 Total non-operating expenses 4 Ordinary loss -548 Extraordinary income Gain on sale of non-current assets 88 Total extraordinary income 88 Loss before income taxes -459 Income taxes - current 0 Total income taxes 0 Net loss -460
Page 9
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 6 - (3) Semi-annual non-consolidated statement of cash flows (¥ millions) Six months ended June 30, 2026 Cash flows from operating activities Loss before income taxes -459 Depreciation and amortization 23 Share-based payment expenses 14 Increase (decrease) in allowance for doubtful accounts 0 Interest income -0 Loss (gain) on investments in investment partnerships 3 Loss (gain) on sale of businesses -10 Loss (gain) on sales of property, plant and equipment -88 Decrease (increase) in accounts receivable - trade 260 Increase (decrease) in accounts payable - trade -62 Decrease (increase) in accounts receivable - other 256 Increase (decrease) in accounts payable - other -228 Other, net 328 Subtotal 37 Interest received 0 Income taxes paid -0 Income taxes refund 157 Net cash provided by (used in) operating activities 195 Cash flows from investing activities Purchase of property, plant and equipment -598 Proceeds from sales of property, plant and equipment 88 Purchase of intangible assets -31 Purchase of investment securities -159 Proceeds from sale of businesses 10 Payments of guarantee deposits -0 Proceeds from collection in guarantee deposits 0 Net cash provided by (used in) investing activities -691 Cash flows from financing activities Purchase of treasury shares -0 Dividends paid -517 Net cash provided by (used in) financing activities -517 Net increase (decrease) in cash and cash equivalents -1,013 Cash and cash equivalents at beginning of period 11,026 Cash and cash equivalents at end of period 10,013
Page 10
ValueCommerce Co., Ltd. (2491) Non-Consolidated Financial Results for Q2 of FY2026 (Interim Period) - 7 - (4) Notes to semi-annual non-consolidated financial statements (Notes - Segment information) The second quarter of the fiscal year (cumulative) (Jan. 1 to Jun. 30, 2026) Information about sales and income (loss) for each reportable segment and information on disaggregation of net sales (¥ millions) Reportable segments Adjustments (Note 1) Amounts reported on the semi- annual non- consolidated statement of income (Note 2) Marketing Solutions Business Travel Tech Business Total Net sales “Affiliate Marketing” pay-per-performance advertising ASP 964 – 964 – 964 Consulting 2,720 – 2,720 – 2,720 Options 1,262 – 1,262 – 1,262 DYNATECH – 587 587 – 587 Others 263 – 263 – 263 Revenue from contracts with customers 5,210 587 5,797 – 5,797 Net sales from external customers 5,210 587 5,797 – 5,797 Transactions with other segments – 5 5 -5 – Total 5,210 592 5,803 -5 5,797 Segment operating income (loss) 542 -128 413 -973 -560 (Notes) 1. The adjustment to segment operating income (loss) of -¥973 million constitutes corporate expense not allocated to any of the reportable segments. 2. Segment operating income (loss) is adjusted to operating loss on the semi-annual non-consolidated statement of income. (Notes when there are significant changes in amounts of equity) Not applicable. (Notes - Uncertainties of entity’s ability to continue as going concern) Not applicable. (Notes - Equity Method Income, etc.) The affiliated companies held by the Company are omitted from this statement because they are immaterial from both the profit and retained earnings perspectives.